· xls file · web view2/7/2014. 6/7/2014. 5/7/2014. 7/7/2014. 11/7/2014. 7/7/2014....

Details of Votes cast during the Financial year __-__Quarter

Summary of Votes cast during the F.Y. ___-___ F.Y. Quarter Break-up of Vote decision

For Against

(i) Revised format for disclosure of vote cast by Mutual Funds - during an individual quarterDetails of Votes cast during the quarter ended __, of the Financial year

__-__Meeting Date

Company Name

Type of meetings (AGM/E

GM)

Proposal by

Management or

Shareholder

Proposal's

description

Investee company

’s Manage

ment Recommendation

Vote (For/

Against/ Abstain)

Reason supportin

g the vote

decision

(ii) Revised format for disclosure of voting by Mutual Funds/AMCs during a financial year

Meeting Date

Company Name

Type of meetings (AGM/E

GM)

Proposal by

Management or

Shareholder

Proposal's

description

Investee company

’s Manage

ment Recommendation

Vote (For/

Against/ Abstain)

Reason supportin

g the vote

decision

(iii) Format of providing the summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies

Total no. of resolutions

Abstained

Revised format for disclosure of vote cast by Mutual Funds - during an individual quarter

Revised format for disclosure of voting by Mutual Funds/AMCs during a financial year

Format of providing the summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies

Details of Votes cast during the quarter ended September 2014, of the Financial year 2014-15

Meeting Date Reason supporting the vote decision

2/7/2014 AGM Management Proposal for For

for for

for For

(i) Revised format for disclosure of vote cast by Mutual Funds - during an individual quarter

Company Name

Type of meetings (AGM/EGM)

Proposal by Management or Shareholder

Proposal's description

Investee company’s Management Recommendation

Vote (For/ Against/ Abstain)

Shriram Transport Finance Limited

To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31,2014 and theProfit and Loss Account for the year ended on that date together with the Reports of Board of Directorsand Auditors thereon;

The Company has earned total revenue Rs. 788,825.91 Lacsas on 31st March 2014 as compared to Rs. 656,358.99 Lacs as on 31st March 2013

The Company has incurred total expenses Rs. 606,021.65 Lacs as on 31st March 2014 as compared to Rs. 454,739.88 Lacs as on 31st March 2013

Net profit being Rs. 126,420.77 Lacs as on 31st March 2014 as compared to Rs. 136,062.01 Lacs as on 31st March 2013 .

No major disqualification has been made in the Auditor’s report,

To declare dividend on Equity Shares for the Financial Year ended March 31,2014;

We propose voting in favor of the resolution to declare dividend on Equity shares for the year ended March 31, 2014.

To appoint a Director in place of Mr.Arun Duggal (holding DIN 00024262), who retires by rotation underSection 152 (6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment;

Mr. Arun Duggal is the non-executive Chairman of our Board. Mr. Duggal holds a Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology, Delhi and a Master’s degree in Business Administration from the Indian Institute of Management, Ahmedabad.

Mr. Duggal’s appointment complies with the provisions of the Companies act 2103.

We may vote for the resolution

for for

for for

To appoint M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number301003E) and M/s. G. D. Apte & Co., Chartered Accountants, Mumbai, (Firm Registration Number100515W), jointly as Auditors of the Company to hold such office from the conclusion of this Meeting, untilthe conclusion of the next Annual General Meeting at the remuneration of Rs. 85,00,000/- and Rs.42,50,000/- respectively exclusive of service tax and

The Company proposes to appoint M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number 301003E) and M/s. G. D. Apte & Co., Chartered Accountants, Mumbai, (Firm Registration Number 100515W), jointly , as Statutory Auditors of the Company in place of M/s. Lovelock & Lewes, the retiring Statutory Auditors which is in compliance with the provisions of Companies act 2013


Mr. M. S. Verma, Director (holding DIN 00115431) who has expressed his desire not to be re-appointed as a director, be retired and not bere-appointed

Mr. M S Verma complies with the provisions of Companies Act 2013 and is also not under the defaulter list of RBI.


for for

for for

To appoint Mr. S.M.Bafna (holding DIN 00162546),as an Independent Director of the Company to hold office up to March 31, 2019 not liable to retirement byrotation

Mr. S.M. Bafna is a Non Executive Independent Director of the Company. He joined the Board of Directors on September 09, 2005. He will retire by rotation at the ensuing Annual General Meeting under the provisions of the erstwhile Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, ('the Act') Mr. S.M. Bafna being eligible and seeking re-appointment, is proposed to be appointed as an Independent Director for a term of five years.

Mr. S.M. Bafna complies with the provisions of Companies Act 2013 and is also not under the defaulter list of RBI.


To appoint Mr. Puneet Bhatia (holding DIN 00143973) as Non-executive Non-Independent director of the Company liable to retirement byrotation

Mr. Puneet Bhatia is Managing Director and Country Head for TPG Capital India. Prior to joining TPG Capital India in April 2002, Puneet was Chief Executive, Private Equity Group for GE Capital India (“GE Capital”), where he was responsible for conceptualizing and creating its direct and strategic private equity investment group. AsChief Executive of GE Capital, he created and handled a portfolio numerous companies. He was also responsible for consummating some of GE Capital's joint ventures in India. Prior to this, Puneet was with ICICI Limited from 1990to 1995 in the Project and Corporate Finance group and worked as a senior analyst with Crosby Securities from1995 to 1996. Mr. Puneet Bhatia holds a B.Com Honours degree from the Sriram College of Commerce, Delhi and is an M.B.A. from the Indian Institute of Management, Calcutta.

Mr. Puneet Bhatia’s appointment complies with the provisions of Companies Act 2013 and is also not under the defaulter list of RBI.


for for

for for

To appoint Mr. Gerrit Lodewyk Van Heerde (holding DIN 06870337) as Non-Executive Non Independent Director with effect from May 15, 2014 liable to retirement by rotation.”

The Nomination Remuneration and Compensation Committee and the Board of Directors of the Company in their respective meetings held on April 29, 2014 have, appointed Mr. Gerrit Van Heerde as Additional Director of the Company pursuant to section 161(1) of the Companies Act,2013 ('the Act') in the category of Non- Executive Non-Independent Director effective from the date of allotment of Director Identification Number (DIN) to Mr. Gerrit Van Heerde as per requirements of the Act. Mr. Gerrit Van Heerde was allotted DIN on May 15, 2014. As an Additional Director, Mr. Gerrit Van Heerde will hold office only upto the date of this Annual General Meeting. The Company has received requisite notice from a member under Section 160 of the Act, proposing the candidature of Mr. Gerrit Van Heerde to the office of Director.

Mr. Gerrit Lodewyk Van Heerde complies with the provisions of Companies Act 2013 and is also not under the defaulter list of RBI.


Borrowing powers

We can give our assent to the special resolution for enhancement of borrowing limits to 60000cr from the earlier 50000cr. Increase in Borrowings limit will help the company to grow their business. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or using it for growing business)

We believe raising borrowing limits are in the normal course of business for the company and do not view it as a negative.We can approve the proposed resolution.

for for

for for

Issue of Redeemable Non-Convertible Debentures (NCDs), Subordinated Debentures, Bonds,Commercial Papers or any other Debt Securities through Private Placement

We believe raising borrowing limits are in the normal course of business for the company and do not view it as a negative.

We can approve the proposed resolution.

Alteration of articles of association

Since the amendement proposed are to align with the provisions of the Companies act 2013 we may vote for the resolution

6/7/2014 Bank of India AGM Management Proposal for for

for for

To discuss, approve and adopt the Audited Balance Sheet as at 31stMarch 2014, Profit and Loss Account of the Bank for the year ended31st March 2014, Report of the Board of Directors on the working andactivities of the Bank for the period covered by the Accounts and theAuditors’ Report on the Balance Sheet and Accounts”

The Company has earned total revenue Rs. 4,220,194 Lacs as on 31st March 2014 as compared to Rs. 3,567,497 Lacs as on 31st March 2013

The Company has incurred total expenses Rs. 3,865,689 Lacs as on 31st March 2014 as compared to Rs. 454,739.88 Lacs as on 31st March 2013

Net profit being Rs. 3,271,858Lacs as on 31st March 2014 as compared to Rs. 3,271,858 Lacs as on 31st March 2013 .


To confirm payment of Interim Dividend declared and paid for theFinancial Year ended 31st March 2014.”


for for

5/7/2014 Postal Ballot Management Proposal for for

for for

Authority to Board for Issue of Upto 14 Crore equity shares of the face value of ` 10 each forcash at such premium which together with the existing Paid-upEquity share capital shall be within the total authorized capitalof `3000 crore of the bankfor making offer(s) or invitation(s) to subscribe to perpetualdebt instruments in accordance with the guidelines framed byRBI, Non-Convertible Debentures including but not limited toSubordinated Debentures, bonds, Perpetual

Presently, the shareholding of Government of India in our Bank is ` 428.36 Crore which constitute 66.70% of total paid up capital of the Bank.

The capital funds to Risk Weighted Assets as on31stMarch 2014 is stable

With a view to comply with Basel (II & III) requirements relating to capital adequacy, there is an ever increasing need to raise capital. The capital raised would utilize to shore up the capital adequacy of the Bank and to fund the general business needs of the Bank.

The Bank is growing at a rapid pace at an average growth rate of 20% over the last many years. In order to meet the growing requirement of funds for expanding the business by way of long term resources and for general lending purpose as may be decided by the Board, the Bank proposes to raise funds by way of Qualified Institutions placement/ Follow on public officer / Private placement of Equity Shares, Tier-I Bonds, Tier-II Bonds, Preference Shares


jindal Steel and Power Limited

Increasing the Borrowing powers of the Company

Increase in Borrowings limit will help the company to grow their business. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or using it for growing business)


Creation of security on the properties of the Company in favour of lenders

We believe creation of security are in the normal course of business for the company and do not view it as a negative.We can approve the proposed resolution.

for for

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Issue of NCD on Private Placement basis

Issue of NCD will help the company to grow their business. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or using it for growing business)We may vote for the resolution

Giving of Loans, Gaurantees, Providing of Securities and making of investments in securities

Giving of Loans, Gaurantees, Providing of Securities and making of investments in securities in subsidiaries and Joint Ventures are in the normal course of business for the company and do not view it as a negative

Appointment of Directors on the Board upto eighteen

The amendment is in lines with the provisions of the Companies act 2013.We may vote for the resolution

Appointment of Shri K Rajagopal Group CFO and Director as Whole time director

The director’s appointment complies with the provisions of Companies Act 2013. The remuneration proposed herein is also approved by the Nomination and Remuneration Committee. Further the director is not under the defaulter list of RBI and also is not prosecuted for any offence by Indian Courts.


7/7/2014 PB Management Proposal for for

11/7/2014 AGM Management Proposal for for

Idea Cellular Limitd

Preferential Issue of Equity Shares

As per the provisions of the Articles of Association of the Company and the Subscription Agreement dated 25th June, 2008 (as amended), executed with Axiata Group Berhad (“Axiata Group”), if the Company intends to issue and allot Equity Shares or any other securities convertible into Equity Shares to any third party, the Company has to, subject to compliance with applicable laws, offer Axiata Group an option of subscribing the relevant securities on the same terms and conditions (including as to price), as those proposed to be offered to third party, so as to enable Axiata Group to maintain their shareholding in the Company as agreed, on a fully diluted basis, after the said further issuance of Equity Shares.

The Company has allotted shares to Qualified Institutional Buyers (the “QIBs”) on 11th June, 2014 under the Qualified Institutions Placement route pursuant to the approval of the Board of Directors and the Shareholders of the Company granted vide their resolution(s) dated 1st August, 2013 and 16th September, 2013 respectively, at an issue price of Rs. 134/- per equity share (including a premium of Rs. 124/- per equity share), in accordance with Chapter VIII of SEBIRegulations, aggregating to Rs. 30,000 million

The floor price of Rs. 144.68, will also be the issue price for the Preferential Issue. The said price has been calculated as per Regulation 76 of the SEBI RegulationsObjectTo augment resources of the Company for meeting fund requirements for its growth plans and general corporate purposes, including but not limited to mergers and acquisitions, payment towards spectrum and capital expenditure.

The equity shares to be offered, issued and allotted to Axiata shall be subject to a lock-in for a period of one year from the date of the trading approval.

The certificate from Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company, certifying that the present Preferential Issue is being made in accordance with the requirements contained in Chapter Kotak

Mahindra Bank

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

The Company has earned total revenue Rs. 172,682,894 Thousands as on 31st March 2014 as compared to Rs. 159,502,703 Thousands as on 31st March 2013

The Company has incurred total expenses Rs. 147,567,494 Thousands as on 31st March 2014 as compared to Rs. 137,460,577 Thousands as on 31st March 2013

Net profit being Rs. 24,649,896 Thousands as on 31st March 2014 as compared to Rs. 21,884,624 Thousands as on 31st March 2013 .


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

Mr. N.P. Sarda, B.Com, F.C.A., aged 68 years, is a Chartered Accountant for more than 40 years. He is a former partner of M/s. Deloitte Haskin & Sells, Chartered Accountants, the past President of the Institute of Chartered Accountants of India (in 1993) and was a public representative Director of the Stock Exchange, Mumbai (BSE).

The terms of appointment are within the limits specified in the Companies Act 2013. We may vote for the resolution

To declare dividend on equity shares.


Appointment of M/s. S. B. Billimoria & Co., Chartered Accountants (Registration No. 101496W as Statutory Auditor of the Bank

The appointment of auditors is in compliance with the provisions of Companies act 2013 We may vote for the resolution subject to approval by RBI.

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re-appointmentof Mr. Uday S. Kotak (DIN: 00007467) as Executive Vice Chairman and Managing Director for the period from 1st January 2015 to 31st December2017

At the 26th Annual General Meeting of the Bank held on 21st July 2011, the Members had accorded their consent for the re-appointment and remuneration of Mr. Uday Kotak as Executive Vice-Chairman and Managing Director, for a period from 22nd March 2012 to 31st December 2014. The Reserve Bank of India (“RBI”), vide its letter dated 27th December 2011 had approved the re-appointment of Mr. Kotak as Executive Vice Chairman and Managing Director up to 31st December 2014.Mr. Uday Kotak, is the Executive Vice-Chairman and Managing Director of the Bank, and its principal founder and promoter. Mr. Kotak is an alumnus of Jamnalal Bajaj Institute of Management Studies.In 1985, when he was still in his early twenties, Mr Kotak thought of setting up a bank when private Indian banks were not even seen in the game. First Kotak Capital Management Finance Ltd (which later became Kotak Mahindra Finance Ltd), and then with Kotak Mahindra Finance Ltd, Kotak became the first non-banking finance company in India's corporate history to be converted into a bank. Over the years, Kotak Mahindra Group grew into several areas like stock broking and investment banking to car finance, life insurance and mutual funds.The terms of appointment are within the limits specified in the Companies Act 2013. We may vote for the resolution

re-appointmentof Mr. Dipak Gupta (DIN: 00004771) as Whole–time Director of the Bank designated as Joint Managing Director for the period from 1st January2015 to 31st December 2017

At the 26th Annual General Meeting of the Bank held on 21st July 2011, the Members had accorded their consent for the re-appointment and remuneration of Mr. Dipak Gupta as Whole-time Director designated as Joint Managing Director, for a period from 1st January 2012 to 31st December 2014. The Reserve Bank of India (“RBI”), vide its letter dated 27th December 2011 had approved the re-appointment of Mr. Gupta as Joint Managing Director up to 31st December 2014.An electronics engineer and an alumnus of IIM Ahmedabad, Mr. Gupta has been with the Kotak Group since 1992 and joined the board in October 1999.He heads commercial banking, retail asset businesses and looks after group HR function. Early on, he headed the finance function and was instrumental in the joint venture between Kotak Mahindra and Ford Credit International. He was the first CEO of the resulting entity, Kotak Mahindra Primus Ltd.The terms of appointment are within the limits specified in the Companies Act 2013. We may vote for the resolution

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Borrowing powers upto Rs. 40,000 crore

Increase in Borrowings limit will help the company to grow their business. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or using it for growing business)


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

We propose that we vote in favor of the resolution as these funds will be invested in the business for future growth.


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Sesa Sterlite Limited

To receive, consider and adopt :a) The Audited Financial Statements of the Companyfor the financial year March 31, 2014.b) The Audited Consolidated Financial Statements ofthe Company for the financial year March 31, 2014.

The Company has earned total revenue Rs. 30,353.59 crore as on 31st March 2014 as compared to Rs. 2,689.62 crore as on 31st March 2013

The Company has incurred total expenses Rs. 31,294.36 crore as on 31st March 2014 as compared to Rs. 2,622.92 Crore as on 31st March 2013

Net profit being Rs. 1,076.09 Crore as on 31st March 2014 as compared to Rs. 120.77 Crore as on 31st March 2013 .


Declaration of final dividend and to confirm the interimdividend of Rs. 1.50 paid during the financial year endedMarch 31, 2014.


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

Mr. Gurudas D. Kamat is a Non-Executive Independent Director. Mr. Kamat retired as Chief Justice of Gujarat High Court in January 1997. Gurudas D Kamat is enagaged in judicial work relating to arbitration and conciliation. Mr. Kamat was appointed as Director of Sesa Sterlite on 22nd December 2005. He has over 45 years of experience in the field of legal practice and judiciary, having practiced in Bombay as well as in Goa in various branches of law. Mr. Kamat was prosecutor for the Government of Goa from 1967 to 1969. From 1980 onwards, Mr. Kamat was an advocate for the Customs and Central Excise Departments of the Government of India. Mr. Kamat was a member of the senate and faculty of law of Bombay University from 1978 to 1980. Mr. Kamat was appointed as a judge of the Bombay High Court on 29 November 1983.

The appointment is within the limits specified in the Companies Act 2013. We may vote for the resolution

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

Mr. Ravi Kant joined the Board of Directors of the Company on January 28, 2014 as a Non-Executive Independent Director. Mr. Ravi Kant retired as the Vice-Chairman of Tata Motors Limited effective May 31, 2014 at the age of 70. Mr. Kant was the Managing Director of Tata Motors which is India’s largest Automobile Manufacturing Company from July 29, 2005 to June 1, 2009 and thereafter its Vice Chairman. He joined Tata Motors in 1999, and was associated with Jaguar & Land Rover, Tata Daewoo Commercial Vehicles, Korea and Tata Motors, Thailand. Prior to joining Tata Motors Ltd., in 1999, Mr. Ravi Kant was Director, Phillips India Limited looking after Consumer Electronics. He has also worked with LML Ltd. Titan Watches and other consumer/metal companies in senior positions. He is the Chairman of TAL Manufacturing Solutions Ltd. and Tata Advanced Materials Ltd. and is on the Board of Tata Industries. He is the Chairman of the Indian Institute of Management, Rohtak and is on the Governing Board of National Institute of Design, Ahmedabad. He is on the Board of CGIO, Singapore. He is a member of the International Business Leadership Forum, London. Mr. Ravi Kant had his education at Mayo College, Ajmer; Indian Institute of Technology, Kharagpur and Aston University, Birmingham, UK from where he did his Masters in Management in Industry. He was conferred with an Honorary D.Sc. by the Aston University, in Birmingham in July 2008. He is an Honorary Industrial Professor at the University of Warwick, UK

Appointment of M/s. Deloitte Haskins & Sells LLP,Chartered Accountants (Firm Registration Number117366W/W-100018) as Statutory Auditor of the Company

The appointment of auditors is in compliance with the provisions of Companies act 2013 We may vote for the resolution subject to approval by RBI.

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To re-appoint Mr. Mahendra Singh Mehta as Whole-Time Director, designated as Chief ExecutiveOfficer (CEO) for the period January 01, 2014 toMarch 31, 2014:

The Board of Directors of the Company, vide resolution dated 31st December, 2013 re-appointed Mr. Mahendra Singh Mehta as Wholetime Director designated as Chief Executive Officer (CEO) of the Company for the period from 1st January, 2014 to 31st March, 2014. The remuneration, as recommended by the Nomination & Remuneration Committee was also approved by the Board of Directors on 31st December, 2013. His reappointment is subject to the approval of the shareholders at the General Meeting of the Company.

Mr. Mahendra Singh Mehta was Chief Executive Officer of Vedanta Resources Plc and has had an extensive career within the mining and metals industry and held key managerial and operating roles within the Vedanta Group, including GroupCommercial Director and Head of Copper Business. Mr. Mehta has a Mechanical Engineering degree and an MBA from the Indian Institute of Management, Ahmedabad..

The terms of appointment are within the limits specified in the Companies Act 2013.


To appoint Mr.Thomas Albanese as Whole-TimeDirector, designated as Chief Executive Officer(CEO) for the period April 01, 2014 to March 31,2017:

The Board of Directors of the Company at its Board Meeting held on 29th March, 2014 appointed Mr. Thomas Albanese as an Additional Director and Wholetime Director and Chief Executive Officer of the Company for a period of three yearswith effect from 1st April, 2014, subject to the approval of the Central Government and the Shareholders at the ensuing Annual General Meeting of the Company. The remuneration, as recommended by Remuneration Committee was also approved by the Board at its Meeting held on 29th March, 2014.

Mr. Thomas Albanese was appointed as Chief Executive Officer of Vedanta Resources Plc, which is a leading global mining and oil and gas company listed in the UK, and primarily based in India & Africa. Vedanta Resources Plc is the parent company of Sesa Sterlite. Mr. Thomas Albanese is the Chairman of Vedanta Resources Holdings Ltd. Mr. Albanese was formerly the Chief Executive of Rio Tinto from May 2007 to January 013. He joined Rio Tinto in 1993 after which he held series of management positions before being appointed Chief Executive of the Industrial Minerals group in 2000, after which he became Chief Executive of the Copper Group and Head of Exploration in 2004. Mr. Thomas Albanese holds a Bachelor’s degree in Mineral Economics and a Master’s in Mining Engineering from the University of Alaska.


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To appoint Mr. Tarun Jain as Whole-Time Directorfor the period April 01, 2014 to March 31, 2018:

The Board of Directors of the Company, at its Board Meeting held on 29th March, 2014, appointed Mr. Tarun Jain as an Additional Director and Wholetime Director of the Company for a period of four years with effect from 1st April, 2014, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The remuneration, as recommended by the Nomination &Remuneration Committee was also approved by the Board at its Meeting held on 29th March, 2014

Mr. Tarun Jain served as Director of Finance for erstwhile Sterlite Industries (India) Ltd. Mr. Jain was responsible for financial matters at Sterlite group, as well as strategic planning and corporate communications. He has over 24 yearsof experience in Corporate Finance, Accounts, Audit, Taxation and Secretarial Practice. Mr. Jain has been with Sterlite since 1984. Mr. Jain is a Fellow Member of Institute of Chartered Accountants of India, a graduate of Institute of Cost and Works Accountants of India and a Fellow member of Institute of Company Secretaries of India. the remuneration offered to Shri Tarun Jain is much higher as compared to other WTD as well as the MD.We may vote against the proposed resolution.

To appoint Mr. Din Dayal Jalan as Whole-TimeDirector, designated as Chief Financial Officer(CFO) for the period April 01, 2014 to September30, 2014:To appoint Mr. Din Dayal Jalan as Whole-TimeDirector, designated as Chief Financial Officer(CFO) for the period April 01, 2014 to September30, 2014:

The Board of Directors of the Company, at its Board Meeting held on 29th March, 2014, appointed Mr. Din Dayal Jalan as an Additional Director and Wholetime Director and Chief Financial Officer of the Company for the period from 1st April, 2014 to 30th September, 2014, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The remuneration, as recommended by the Nomination & Remuneration Committee was also approved by the Board at its Meeting held on 29th March, 2014.

Mr. Din Dayal Jalan was Wholetime Director of erstwhile of Sterlite Industries (India) Ltd. He is a fellow member of the Institute of Chartered Accountants of India. Mr. Jalan has over 34 years of experience in finance, accounts, audit, taxation, secretarial and legal besides profit centre responsibility of independent business.


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

The Shareholders at the Annual General Meeting held on 21st July, 2011, approved payment of commission to the Non- Wholetime Directors of the Company, not being Managing/Wholetime Directors (in such manner as the Board of Directors may from time to time determine) upto Rs. 75 lakhs per year.

This approval of shareholders was valid for a period of three years i.e. upto March 2014. For the Financial Year 2012-13, the total commission paid was Rs. 28 Lakhs.

The shareholders have witnessed the growth of the Company to which the contributions of Non Executive Directors has been vital. The recent trend of globalization of business, corporategovernance, risk assessment requirement and international competition has made the role of Non Executive Directors more imperative. Also, the Companies Act, 2013 has cast more onus and vigorous responsibilities on the role to be played by Independent Non Executive Directors as laid down in Schedule IV in terms of Section 149 (7) of the Companies Act, 2013.

It is, therefore, recommended to approve payment of commission maximum upto 1% of Net Profits in the manner laid down in addition to the fees for attending the meetings of the Board/Committee until further modified. Subject to the approval of the Central Government, in case of inadequacyof profits or losses, it is proposed to pay commission to the Independent Non Executive Directors, as may be recommended by the Nomination and Remuneration Committee of the Board of Directors of the Company

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

The Shareholders of the Company and erstwhile Sterlite Industries (India) Limited [SIIL] in their Shareholders Meeting held on July 21, 2011 and July 19, 2009, approved payment of commission to the Non-Executive Directors of the Company and SIIL respectively, not being Managing/Wholetime Directors (in such manner as the Board of Directors may from time to time determine) upto ` 75 lakhs per year for the Company and upto 1% of net profits calculated under the Act for SIIL. The approval of the Company shareholders was valid for a period of threeyears i.e. upto March 2014 and that of erstwhile SIIL was valid for five years till March 31, 2014. For the Financial Year 2012- 13, the Company paid a total commission of ` 28 Lakhs and erstwhile SIIL paid a commission of ` 60 lacs. The Independent Directors of Company, viz., Mr.Ashok Kini till August 28, 2013, Mr.JP Singh till January 28, 2014 and Mr.KK Kaura, till March 31, 2014 provided their services to the Company. Similar the Independent Directors of erstwhile SIIL continued and provided their service to the Company till August 16, 2013. The Board of Directors of the Company feels and has accordingly subject to the approval of the Shareholders and the Central Government recommended payment of commission to the Non-Executive Independent Directors of the Company and erstwhile SIIL for the financial year 2013-14. The approval of the Central Government has been necessitated due to loss during the financial year 2013-14. The Shareholders of the Company may accordingly like to approve payment of commission upto ` 75 lacs to Mr.Ashok Kini, Mr.J.P.Singh and Mr.KK Kaura who were the Non-Executive Independent Directors of the Company and to Mr.Gautam Doshi, Mr.Sandeep Junnarkar, Mr.Berjis Desai and Mr.AR

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To approve the appointment & remuneration of theCost Auditors for the financial year ending March31, 2015:

The Board on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.since it is in compliance with the provisions of the Companies act 2013, we may vote for the resolution.

TVS Motors Limited

To receive, consider and adopt :a) The Audited Financial Statements of the Companyfor the financial year March 31, 2014.

The Company has earned total revenue Rs. 7,992.06 crore as on 31st March 2014 as compared to Rs. 7,193.09 crore as on 31st March 2013

The Company has incurred total expenses Rs. 7,640.80 crore as on 31st March 2014 as compared to Rs 6,938.67 Crore as on 31st March 2013

Net profit being Rs. 261.63 Crore as on 31st March 2014 as compared to Rs. 116.02Crore as on 31st March 2013 .

No major disqualification has been made in the Auditor’s report

Re-appointment of Mr. H. Lakshmanan as director, who retires by rotation

Since the appointment is in compliance with the provisions of the Companies act 2013, we may vote for the resolution.

Appointment of M/s. V. Sankar Aiyar & Co., Chartered Accountants,Mumbai as Statutory Auditors and fixing their remuneration.


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Retirement of Mr. K.S. Bajpai, as a director of the Companydirector, who does not offer himself for appointment..

Mr K S Bajpai has been serving the board since January 2003. During his tenure of office, he has made distinct and immense contribution to the deliberations of the meetings of the board in general and for the growth of the Company in particular. He is liable to retire by rotation and due for re-appointment in the AGM, in terms of the erstwhile applicable provisions of the Companies Act, 1956. He has expressed his desire not to offer himself for appointment in the AGM, owing to his health conditions. The Directors place on record the valuable guidance, support and advice extended by him during his tenure. The Board does not propose to fill the vacancy arising from the retirement of Mr K S Bajpai.

Since the proposal is in compliance with the provisions of the Companies act 2013, we may vote for the resolution.

Ratification of remuneration payable to Mr. A.N. Raman, Practising CostAccountant Raman as Cost Auditor for the financial year 2014-15.

Since the proposal is in compliance with the provisions of the Companies act 2013, we may vote for the resolution.

Appointment of Mr. T. Kannan, as an independent director for a term offive consecutive years.

Mr T Kannan is a Graduate in Business Administration from the Madurai University. He is connected with a number of organisations related to industry, education and charity. He was co-opted as a director of the Company on 27th January 2000. He has a wide range of experience in textile industry. He held the position of Chairman of The Cotton Textile Export Promotion Council, Mumbai and also as the Chairman of The South India Mills' Association. He was also the Chairman of Confederation of Indian Industry, Southern Region, Chennai


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Appointment of Mr. C.R. Dua, as an independent director for a term of fiveconsecutive years.

Mr C R Dua is the founder of M/s. Dua Associates, which is one of the prominentlaw firms in India with presence in eight cities namely Delhi, Gurgaon, Mumbai, Chennai, Bangalore, Pune, Hyderabad and Chandigarh. Mr Dua has successfully established and developed the firm which has the ability to focus on client requirements with service from various specialty practice groups within the organization and across offices He was co-opted as a director of the Company on 27th December 2001.Since the appointment is in compliance with the provisions of the Companies act 2013, we may vote for the resolution.

Appointment of Mr. Prince Asirvatham, as an independent director for aterm of five consecutive years.

Mr Prince Asirvatham is a former Group Treasurer and Head (Investor Relations) ofHindustan Unilever Limited (formerly Hindustan Lever Limited). In a distinguished career spanning three decades with the Unilever Group in Asia, London andSouth America, he partnered Unilever in the design and implementation of its global risk assurance process, in restructuring treasury operations in India and in leading the merger of the largest F&B operation in India. He was actively involved in over 25 acquisitions and disposals which include India's first commercial privatization, a benchmark for future divestments by the Government. In his international stints based in London and Sao Paulo, he was primarily responsible for providing reassurance to the Boards of over 75 Unilever Companies in 30 countries on the quality of their processes to implement, monitor and align global/regional strategy within the boundaries of Corporate policies and on a sustainable format. He led global assignments to hone process based structures complemented by work levels for a flatter global organizationHe was co-opted as a director of the Company on 21st April 2009.Since the appointment is in compliance with the provisions of the Companies act 2013, we may vote for the resolution.

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Appointment of Mr. R. Ramakrishnan, as an independent director for aterm of five consecutive years.

Mr R Ramakrishnan, is a Graduate in Commerce and holds a Master degree inEconomics. He stood first in the University and was a Gold Medalist. He joined Indian Express Group of newspapers in 1965 where he rose to become its ChiefExecutive till he was elected to Parliament (Rajya Sabha) in 1980.He was appointed as Sherriff of Madras in 1974-75. He had the distinction of being part of the five member high power delegation led by the then Prime Minister Mr Rajiv Gandhi to the 40th General Assembly of the United Nations in 1985 and had the privilege of addressing it twice.

He was co-opted as a director of the Company on 11th March 2009.


Appointment of Mr. Hemant Krishan Singh, as an independent director fora term of five consecutive years.

Ambassador Hemant Krishan Singh is a former career diplomat with extensive experience of geo-economic issues as well as institutions which underpin international law and commerce. He holds a Masters Degree from Delhi University where he attended and later taught at St. Stephen's College before serving in the Indian Foreign Service from 1974-2010. During his distinguished career, he has handled several significant assignments dealing with the United States, Europe and India's extended neighbourhood. He was Deputy Permanent Representative of India to the UN in Geneva from 1995-99; Ambassador of Indiato Colombia, Ecuador and Costa Rica from 1999-2002; Ambassador to Indonesia and Timor Leste from 2003-2006; and Ambassador to Japan from 2006-2010.Ambassador Singh holds the ICRIER-Wadhwani Chair in India-US Policy Studies at ICRIER, New Delhi, since September 2011.He was co-opted as a director of the Company on 1st February 2013

for for Approval for variation in certain perquisites payable to Mr. Sudarshan Venu,Whole-time director of the Company

Mr Sudarshan Venu was appointed as Whole-Time Director (WTD) on such terms and conditions as approved by the shareholders, by way of postal ballot on 18th March 2013, for a period of five years effective 1st February 2013.

The board reviewed the perquisites payable to him after taking into consideration his active involvement in all spheres of management for exploring and expansion of business opportunities both in India and abroad. The board was of the opinion that certain perquisites were considered inadequate, when compared with the industry norms and similarly placed senior management personnel of the Company.

The other terms and conditions of appointment and remuneration payable to him, as approved by way of postal ballot on 18th March 2013 by the shareholders, shall remain unchanged

Since the proposal does nor have major impact on the interest of unit holders we may vote for the resolution.

17/07/2014 Canara Bank AGM Management Proposal for for

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

The Company has earned total revenue Rs. 43480 36 80 thousand as on 31st March 2014 as compared to Rs. 37230 94 28 Thousand as on 31st March 2013

The Company has incurred total expenses Rs. 41042 17 34 Thousand as on 31st March 2014 as compared to Rs 34358 83 99 Thousand as on 31st March 2013

Net profit being Rs. 2438 19 46 thousand as on 31st March 2014 as compared to Rs. 2872 10 29 Thousand as on 31st March 2013 .


To declare fi nal dividend for the fi nancial year2013-14.


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To issue equity shares of the Company and authority to Board to issue the same

The current Equity Capital of the Bank is `461.26 Crore and the Capital Adequacy Ratio of the Bank as on March 31, 2014 is 10.63 %, which is well above the 9% stipulated by the Reserve Bank of India. However, in view of certain expansion plans of the Bank, theimplementation of BASEL III norms and consequent capital charge, there is a need to increase the capital to further strengthen the Capital Adequacy Ratio

The Bank in terms of Section 3(2B)(c) of the Banking Companies (Acquisition and Transfer of Undertaking) Act, 1970, will obtain requisite approval of Government of India, Ministry of Finance and Reserve Bank of India for increasing the paid up capital of theBank.

The Resolution seeks to enable the Bank to create, offer, issue and allot equity shares/preference shares/securities by way of Follow on Public offer, Rights Issue, Employee Stock Purchase Scheme (ESPS)/ESOP. The issue proceeds will enable the Bank to strengthen its Capital Adequacy Requirements as specifi ed by RBI from time to time.

Since the above resolution is to comply with Basel III requirements and in compliance with the provisions of Companies Act 2013 we may vote for the resolution.

bajaj Holdings & Investments limited

To consider and adopt the audited Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss for the year ended31 March 2014 and the Directors’ and Auditors’ Reports thereon..

The Company has earned total revenue Rs. 839.47 crore as on 31st March 2014 as compared to Rs. 745.15 Crore as on 31st March 2013

The Company has incurred total expenses Rs. 25.70 Crore as on 31st March 2014 as compared to Rs 14.70 Crore as on 31st March 2013

Net profit being Rs. 813.77 Crore as on 31st March 2014 as compared to Rs. 730.45 Crore as on 31st March 2013 .


To declare a dividend.


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

Rahul Bajaj, Chairman, in the past, was a non-retiring director. However, in terms of the provisions of the Companies Act, 2013,the Board at its meeting held on 28 March 2014 categorised him as a director liable to retire by rotation and he is now due for re-appointment at this annual general meeting. Being eligible, he offers himself for re-appointment.

Rahul Bajaj, (b. June 10, 1938), holds an Honours Degree in Economics from Delhi University, a degree in Law from Bombay University and MBA from Harvard Business School, USA. He has been associated with the Company as its Chairman since inception. He is the Chairman of the board of many companies. He was elected to the Upper House of Parliament (Rajya Sabha) in June 2006.

Since his appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Appointment of Dalal & Shah, Chartered Accountants (Firm Registration No. 102021W), be andare hereby appointed as Auditors of the Company to hold office from the conclusion of this annual general meeting until theconclusion of the 72nd annual general meeting of the Company, subject to ratification by shareholders at each annual generalmeeting to be held hereafter, on a remuneration of H 550,000Appointment of Dalal & Shah, Chartered Accountants (Firm

It is proposed to appoint Dalal & Shah, Chartered Accountants (Firm Registration No. 102021W), as Statutory Auditors of the Company. the appointment is being made for a period of five years as per companies act 2013.

Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

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Appointment of Dr. Gita Piramal as an independent director

Dr. Gita Piramal (DIN 01080602) was appointed by the Board of Directors of the Company as an Additional Director on 28 March 2014. She holds office until the ensuing annual general meeting under section 161(1) of the Companies Act, 2013.

Dr. Gita Piramal, (b. September 4, 1954), is currently engaged in academic research at the University of Oxford. An entrepreneur and businesswoman, author and journalist, she has a PhD in business history from Bombay University. For two decades, she contributed to several Piramal family

Appointment of S H Khan as an independent director

Section 149 of the Companies Act, 2013, which came into effect from 1 April 2014, requires every listed Company to have one-third of the total number of directors as independent directors. As on 31 March 2014, the Board of Directors of the Company comprised S H Khan, Nanoo Pamnani, D J Balaji Rao, Naresh Chandra, P Murari and Dr. Gita Piramal, as independent directors pursuant to erstwhile clause 49 of the listing agreement

S H Khan, (b. July 1, 1938), is the former Chairman and Managing Director of Industrial Development Bank of India (IDBI). He holds a Master’s Degree in Commerce and is a university Gold Medalist. His professional career spanning over 37 years includes initial five years with the Reserve Bank of India (RBI) and the remaining with IDBI, which he served in various positions, including as its Chairman and Managing Director for five years. By virtue of his association with IDBI, he possesses deep knowledge of Indian industry and finance. During his tenure as Chairman, IDBI recorded impressive growth in its operations and profits. He was instrumental in setting up a commercial bank (IDBI Bank Ltd.)with which IDBI got later merged. He was also associated with the promotion of institutions like National Stock Exchange ofIndia Ltd., National Securities Depository Ltd. and Credit Analysis and Research Ltd. and guided their operations as their non-executive Chairman in the initial years.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Appointment of Nanoo Pamnani as an independent director


Nanoo Pamnani, (b. February 26, 1945) is B A (Hons) from Bombay University (stood first in the University in Economics Major) and B Sc (Economics) from London School of Economics (Majored in Economics and Econometrics).


for for Appointment of Naresh Chandra as an independent director


Ambassador Naresh Chandra (b. August 1, 1934), a former career civil servant has served as the Chief Secretary in the State of Rajasthan; Commonwealth Secretariat Adviser on Export Industrialisation and Policy in Colombo; Adviser to Government of Jammu & Kashmir; and successively Secretary to the crucial Ministries of Water Resources, Defence, Home and Justice in the FederalIndian Government.

In December 1990, he became Cabinet Secretary, the highest post in the Indian Civil Service. In August 1992, he was appointed Senior Adviser to the Prime Minister of India. He was the Governor of the State of Gujarat in 1995-96. He was the Ambassador of India to the United States in April 1996 and served there till February 2001Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

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Appointment of D J Balaji Rao as an independent director


Indian Institution of Industrial Engineering (AMIIIE). He attended the advanced management programme at the European Institute of Business Administration (INSEAD) at Fountainbleu, France in 1990. He pursued his career as an Industrial Engineer for about 8 years before joining erstwhile ICICI Ltd. (since merged withICICI Bank Ltd.) in 1970. After wide ranging responsibilities in different locations, he reached the position of Deputy Managing Director. He subsequently took over as the Vice Chairman and Managing Director of SCICI Ltd. in August 1996. With the merger of SCICI Ltd. with ICICI Ltd., he moved to Infrastructure Development Finance Co. Ltd. (IDFC) as its first Managing Director, which he served till his superannuation in January 2000. He has served with distinction on the boards of many leading companies, including Bajaj Auto Ltd., Ashok Leyland, MICO, Wipro and Bharat Forge.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Appointment of P Murari as an independent director


P Murari (b. August 19, 1934) having done M A (Economics) from Madras University joined the Indian Administrative Service (IAS), in which he served from 1957 till 1992. He has undertaken many special projects for the Government of India and has chaired numerous high level commissions and committees. He has served on the Boards/Councils of several reputed institutions and professional bodies. He has represented India in the Asian Productivity Council. He has a number of important publications to his credit. He retired as Secretary to the President of India in August 1992. He is currently Adviser to President, FICCI. He is also the elected President of the Indo American Association, Chennai.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.


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Bajaj Auto Limited

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

The Company has earned total revenue Rs. 20,348 crore as on 31st March 2014 as compared to Rs. 20,351 Crore as on 31st March 2013

The Company has incurred total expenses Rs. 16,043 Crore as on 31st March 2014 as compared to Rs 16,358 Crore as on 31st March 2013

Net profit being Rs. 4,632 Crore as on 31st March 2014 as compared to Rs. 4,266 Crore as on 31st March 2013 .




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

Madhur Bajaj, in the past, was a non-retiring director. However, in terms of the provisions of the Companies Act, 2013, the Board in its meeting held on 28 March 2014 categorised him as a director liable to retire by rotation and he is now due for re-appointment at this annual general meeting. Being eligible, he offers himself for re-appointment.

Madhur Bajaj (born on 19 August 1952) is an alumnus of Doon School, Dehra Dun. After obtaining his B.Com Degree from Sydenham College, Bombay, in 1973, he did his MBA at International Institute of Management Development (IMD), Lausanne, Switzerland, in 1979.He is the Past President of SIAM, the apex association of Indian automobile manufacturers as also the Past President of Mahratta Chamber of Commerce, Industries and Agriculture (MCCIA), the apex Industries Association of Pune.He was CII’s Western Region Chairman and is the current National Council Member of Confederation of Indian Industry (CII).


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

Sanjiv Bajaj, in the past, was a non-retiring director. However, in terms of the provisions of the Companies Act, 2013, the Board in its meeting held on 28 March 2014 categorised him as a director liable to retire by rotation and he is now due for re-appointment at this annual general meeting. Being eligible, he offers himself for re-appointment

Sanjiv Bajaj (born on November 2, 1969) is B.E. (Mech), first class with distinction from the University of Pune, M.Sc (Manufacturing Systems Engg) with distinction from the University of Warwick, UK and MBA from Harvard Business School, USA.

Since 2008, he is the Managing Director of Bajaj Finserv Ltd. Bajaj Finserv operates in the insurance business through Bajaj Allianz Life Insurance Company Ltd. and Bajaj Allianz General Insurance Company Ltd., as well as in the lending business through Bajaj Finance Ltd.

l Since 2013, he is the Vice Chairman of Bajaj Finance Ltd. His role includes guiding the current businesses and building new ones in the financial services space.

l Chairman of Bajaj Allianz Life Insurance Company and Bajaj Alliance General Insurance Company with effect from 01-04-2013. Was the Non-Executive Director of these two companies from their inception in 2001 upto 31 March2013.

l Managing Director of Bajaj Holdings & Investment Ltd. with effect from 01-04-2012 (earlier its Non-executive Director). Role includes building the strategy and team, and guiding this investment company, which has approximately Rs.4500 crores in cash and investments and also holds over 30% stake in Bajaj Auto and around 40% in Bajaj Finserv.

l Former Executive Director of Bajaj Auto Ltd. (until 31 March 2012), having headed Finance and Control, legal and international business functions of Bajaj Auto over different periods from 1994 until 2012 and currently its Non-Executive Director.

l Selected as one of India Inc’s hundred most powerful CEOs in India by

for for Appointment of Dalal & Shah, Chartered Accountants (Firm Registration No. 102021W), be andare hereby appointed as Auditors of the Company to hold office from the conclusion of this annual general meeting until theconclusion of the 10th annual general meeting of the Company, subject to ratification by shareholders at each annual generalmeeting to be held hereafter



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Appointment of Kantikumar R Podar as an independent director

Section 149 of the Companies Act, 2013, which came into effect from 1 April 2014, requires every listed Company to have one-third of the total number of directors as independent directors. As on 31 March 2014, the Board of Directors of the Company comprised Kantikumar R Podar, D J Balaji Rao, D S Mehta, S H Khan, Ms Suman Kirloskar, Naresh Chandra, Nanoo Pamnani and P Murari, as independent directors pursuant to erstwhile clause 49 of the listing agreement

Shri Podar graduated from Sydenham College of Commerce and Economics, Mumbai. He has been in the forefront of Indian Business and Industry.In 1974, he was appointed as the Youngest Sheriff of Bombay. He was a member of the senate of the University of Bombay for six years. He was President of the SAARC Chamber of Commerce and Industry with its headquarters in Pakistan




He attended the advanced management programme at the European Institute of Business Administration (INSEAD) at Fountainbleu, France in 1990. He pursued his career as an Industrial Engineer for about 8 years before joining erstwhile ICICI Ltd. (since merged with ICICI Bank Ltd.) in 1970. After wide ranging responsibilities in different locations, he reached the position of Deputy Managing Director. He subsequently took over as the Vice Chairman and Managing Director of SCICI Ltd. in August 1996. With the merger of SCICI Ltd. with ICICI Ltd., he moved to Infrastructure Development Finance Co. Ltd. (IDFC) as its first Managing Director, which he served till his superannuation in January 2000. He has served with distinction on the boards of many leading companies, including Bajaj Auto Ltd., Ashok Leyland, MICO, Wipro and Bharat Forge.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment of D S Mehta as an independent director


Dhirajlal Shantilal Mehta (b. April 27, 1936) is B Com (Hons) from Bombay University, Fellow Member of Institute of Chartered Accountants of India and Fellow Member of Institute of Company Secretaries of India.

He has around 4 decades’ experience in corporate law, taxation, finance and investment.

He is the President of Kasturba Health Society, which runs Mahatma Gandhi Institute of Medical Sciences and Kasturba Hospital at Sevagram Wardha, a 972-bed hospital and a full-fledged medical college with excellent research facility and also with a 20-bed hospital in tribal area of Melghat.

He is the Trustee of Kasturba Gandhi National Memorial Trust, Indore, for the welfare and upliftment of rural women and children with more than 450 centres spread over 23 States all over the country established by Gandhiji himself. Has nursing schools in several areas. Has been the Chairman of the Trust for over 12 years.

He is the President of Shivananda Mission, which runs a well-equipped hospital at Virnagar, Rajkot District, Gujrat State, conducts eye-camps and has so far carried out more than 7,00,000 operations.


for for Appointment of J N Godrej as an independent director


Jamshyd N. Godrej is the Chairman of the Board of Godrej & Boyce anufacturing Company Ltd. He graduated in Mechanical Engineering from Illinois Institute of Technology, USA.

Godrej is the Chairman Emeritus of Aspen Institute India (now known as Ananta Aspen Centre), Chairman and Trustee of Ananta Centre. He is the President of World Wide Fund for Nature – India. He is the Chairperson of the Board of Directors of Shakti Sustainable Energy Foundation and Chairman of India Resources Trust. He is a Director of World Resources Institute, USA; Director of ClimateWorks Foundation, USA and Director of Global Footprint Network, USA. He is also a Trustee of the Asia Society, USA. He is a member of the Toyota Motor Asia Pacific Regional Advisory Committee. He is the Past President of Confederation of Indian Industry and also the Past President of the Indian Machine Tool Manufacturers’ Association.

Godrej is the Chairman of the CII Sohrabji Godrej Green Business Centre. The Centre is housed in a LEED Platinum demonstration building which is the first green building in India and the greenest building in the world at the time when itwas rated. The Green Business Centre is a Centre of Excellence for green buildings, energy efficiency, energy conservation, non-conventional energy sources, water policy, water conservation, etc.

Godrej and Boyce Mfg. Co. Ltd. manufactures and markets refrigerators; washing machines; air conditioners; office furniture; home furniture; security equipment for banks (such as safes, strong room doors, bank lockers, etc.) and for commercial establishments and homes; locks and latches, forklift trucks and warehousing equipment; process equipment for chemical, petrochemical, refineries and allied industries; precision tools for sheet metal, zinc,

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S H Khan, (b. July 1, 1938), is the former Chairman and Managing Director of Industrial Development Bank of India (IDBI). He holds a Master’s Degree in Commerce and is a university Gold Medalist. His professional career spanning over 37 years includes initial five years with the Reserve Bank of India (RBI) and the remaining with IDBI, which he served in various positions, including as its Chairman and Managing Director for five years. By virtue of his association with IDBI, he possesses deep knowledge of Indian industry and finance. During his tenure as Chairman, IDBI recorded impressive growth in its operations and profits. He was instrumental in setting up a commercial bank (IDBI Bank Ltd.)with which IDBI got later merged. He was also associated with the promotion of institutions like National Stock Exchange of India Ltd., National Securities Depository Ltd. and Credit Analysis and Research Ltd. and guided their operations as their non-executive Chairman in the initial years.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Appointment of Suman Kirloskar as an independent director


Suman Kirloskar (b.April 22, 1935) is a science graduate. A well-known social worker, Ms Kirloskar is actively involved in the welfare of women and children and associated with Shrivatsa (an institution working for adoption), Mahila Seva Mandal (a rescue home for women and their children), Empress Garden as office bearer in various capacities as Chairman, Treasurer and Trustee


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Appointment of Naresh Chandra as an independent director






Nanoo Pamnani, (b. February 26, 1945) is B A (Hons) from Bombay University (stood first in the University in Economics Major) and B Sc (Economics) from London School of Economics (Majored in Economics and Econometrics).Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment of P Murari as an independent director


P Murari (b. August 19, 1934) having done M A (Economics) from Madras University joined the Indian Administrative Service (IAS), in which he served from 1957 till 1992. He has undertaken many special projects for the Government of India and has chaired numerous high level commissions and committees. He has served on the Boards/Councils of several reputed institutions and professional bodies. He has represented India in the Asian Productivity Council. He has a number of important publications to his credit. He retired as Secretary to the President of India in August 1992. He is currently Adviser to President, FICCI. He is also the elected President of the Indo American Association, Chennai.



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Zee Entertainment limited

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

The Company has earned total revenue Rs. 32,602 millions as on 31st March 2014 as compared to Rs. 26,848 Millions as on 31st March 2013

The Company has incurred total expenses Rs. 20,852 Millions as on 31st March 2014 as compared to Rs 17,329 Millions as on 31st March 2013

Net profit being Rs. 7,723 Million as on 31st March 2014 as compared to Rs. 6,407 Million as on 31st March 2013 .


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

We propose voting in favor of the resolution to declare dividend on preference shares for the year ended March 31, 2014.

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


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

Dr Subhash Chandra, 63, Non-Executive Chairman of Zee Entertainment Enterprises Limited (ZEE) and promoter of the Essel Group of Companies is among the leading lights of the Indian industry. A self-made man, Mr. Chandra has consistently demonstrated his ability to identify new businesses and lead them on the path to success.


Appointment of M/s MGB & Co., Chartered Accountants, Mumbai, having Firm Registration No.101169W), be andare hereby appointed as Auditors of the Company



for for Appointment of Prof SunilSharma (DIN 06781655) as an independent director

the Board of Directors of the Company at the meeting held on 22 January, 2014 appointed Prof Sunil Sharma, faculty of Strategic Management in Indian Institute of Management, Ahmedabad, as an Additional Director of the Company, inthe category of Independent Directors. Pursuant to Section 161(1) of the Companies Act 2013, Prof Sharma holds his office till the date of this Annual General Meeting.

Prof. Sunil Sharma, 46, Non-Executive Independent Director of Zee ntertainment Enterprises Limited is a faculty at IIM Ahmedabad and did his Doctorate in Business Policy (Strategic Management)Prof. Sunil Sharma worked in Corporate Sector for 16 years before he shifted to academia and joined IIM Ahmedabad. His past corporate stints were with Mckinsey & Company, ONGC and NTPC. As a consultant he has advised organisations – both Indian and MNCs –operating in Oil & Gas, Telecom, Health and Mining Sectors in the areas of change management, organization structure, cost optimisation, financial transformation, sales force productivity nhancement,strategy and leadership development and as a corporate professional, he has led teams in operations, maintenance, purchase, performance management and planning functions.


for for Appointment of Prof (Mrs)Neharika Vohra (DIN 06808439) as an independent director

the Board of Directors of the Company at the meeting held on 12 March, 2014 appointed Prof (Mrs) Neharika Vohra, faculty in Indian Institute of Ahmedabad in the area of Organisational Behaviour, as an Additional Director of the Company,in the category of Independent Directors.

Prof (Mrs) Neharika Vohra, 47, Non-Executive Independent Director of Zee Entertainment Enterprises Limited is a Professor in Organisational Behaviour at IIM Ahmedabad, holds two postgraduate degrees and first ranker in Graduation and Post-graduation in Psychology in India. She also holds Ph.D in Social Psychology from University of Manitoba, Canada.Prof (Mrs) Neharika Vohra has vast experience of over 22 years in MBA teaching, executive education, leadership development programs etc and has authored various books and research papers in top international journals such as Science, American Psychologist, and Journal of Personality and Social Psychology. She has been recipient of various awards and recognition in her professional field including ‘Best Teacher Award’ by University of Manitoba, ‘Young PsychologistAward’ by International Union of Psychologists. ‘Learning Luminary Award’ by OD Roundtable and ‘Woman Achievers Award’ by FICCI Ladies organisation.


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Appointment of Mr Subodh Kumar, IAS (Retd) (DIN 02151793),as an independent director

At the meeting held on 22 January, 2014, the Board of Directors of the Company had, based on recommendation of Nomination Committee of the Board of Directors, approved appointment of Mr Subodh Kumar, IAS (Retd) as an Additional Director of the Company. Mr Subodh Kumar, 62, Executive Vice Chairman of Zee Entertainment Enterprises Limited had one of the most illustrious careers in the Indian Administrative Service spanning 35 years, heading various key government agencies with stellar integrity and transparency. MrSubodh Kumar, a 1977 batch IAS officer was Municipal Commissioner of Greater Mumbai Municipal Corporation as his last assignment and he has earlier served in the Departments of Telecommunication, Ministry of Industry, Ministry of Textile in the Government of India and also served as Commissioner of Sales Tax, Commissioner of State Excise as well as Principal Secretary - Finance Department in the Government of Maharashtra. Besides being Director on Public Sector Undertakings, he had also been the Managing Director of Maharashtra StateSeeds Corporation. Mr. Kumar has had many noticeable contributions to the areas of his work and most notably making modifications to the Development Control Regulations thereby drastically reducing the manipulation in building industry. Mr Kumar holds M.Sc in Physics and several diplomas and management certificates from IIM-A, IIM-B, IIM-C, Harvard Business School, IDS Sussex, IMF amongst other Ivy League institutions.


Appointment of Mr Subodh Kumar (DIN 02151793)as a Whole-Time Director designated as ‘Executive Vice Chairman’ of the Company for aperiod of 3 years with effect from 1 February, 2014

The Board had approved appointment of Mr. Subodh Kumar as a Whole time Director of the Company designated as Executive Vice Chairman on such terms and at remuneration detailed herein, which is within the limit of 5% of Net profits of the Company as prescribed under Section 197 read with Schedule V of the Companies Act, 2013. The said remuneration was based on the recommendations of the Remuneration Committee.Mr Subodh Kumar, 62, Executive Vice Chairman of Zee Entertainment Enterprises Limited had one of the most illustrious careers in the Indian Administrative Service spanning 35 years, heading various key government agencies with stellar integrity and transparency. Mr Subodh Kumar, a 1977 batch IAS officer was Municipal Commissioner of Greater Mumbai Municipal Corporation as his last assignment and he has earlier served in the Departments of Telecommunication, Ministry of Industry, Ministry of Textile in the Government of India and also served as Commissioner of Sales Tax, Commissioner of State Excise as well as Principal Secretary - Finance Department in the Government of Maharashtra. Besides being Director on Public Sector Undertakings, he had also been the Managing Director of Maharashtra State Seeds Corporation. Mr. Kumar has had many noticeable contributions to the areas of his work and most notably making modifications to the Development Control Regulations thereby drastically reducing the manipulation in building industry. Mr Kumar holds M.Sc in Physics and several diplomas and management certificates from IIM-A, IIM-B, IIM-C, Harvard Business School, IDS Sussex, IMF amongst other Ivy League institutions.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for for


Appointment of Lord Gulam Noon (DIN 00391683)as an independent director

Lord Gulam Noon , Independent Director of the Company appointed from 31 January, 2006 and was liable to retire by rotation as per the terms of the said appointment, retires at the ensuing Annual General Meeting in pursuance of applicable provisions of erstwhile Companies Act, 1956.

In terms of Section 149 and other applicable provisions of Companies Act, 2013, Lord Gulam Noon is proposed to be appointed as an Independent Director, not liable to retire by rotation, for a term up to 31 March, 2017.

Lord Gulam Noon MBE, 78, Non-Executive Independent Director of the Company, a British National, is an accomplished entrepreneur, who founded Bombay Halwa, engaged in the business of manufacturing Indian confectionary, Indian savories and aviation catering.Currently he is Chairman & Managing Director of Bombay Halwa and Chairman of Noon Group of Companies. In 1988, Lord Noon founded Noon Products Limited (now a member of Kerry Foods Limited), a Company engaged in the business of frozen and chilled ethnic food specialists, supplying to supermarket chains under their own labels. The Noon Brand range of frozen ready meals is also supplied to outlets in the UK and worldwide.Lord Noon has been presented various prestigious awards, like Pravasi Bharatiya Samman Award - Gold Medal - presented by Mr. A. P. J. Abdul Kalam, Honour of Knighthood & Honour of MBE (Member of the Order of the British Empire), conferred by Her Majesty the Queen, for his services to industry. Lord Noon holds five Honorary Degrees from various leading British universities andwas named as Asian of The Year in 1994.


Cairn India Limited

To receive, consider and adopt the fi nancial statements of the Company for the year ended 31 March, 2014 togetherwith the reports of the Directors’ and Auditors’ thereon.

The Company has earned total revenue Rs. 202,644 millions as on 31st March 2014 as compared to Rs. 185,604 Millions as on 31st March 2013

The Company has incurred total expenses Rs. 74,148 Millions as on 31st March 2014 as compared to Rs 64,056 Millions as on 31st March 2013

Net profit being Rs 124,318 Million as on 31st March 2014 as compared to Rs. 120,564 Million as on 31st March 2013 .


for for

for for

for for

To confi rm declaration and payment of interim dividend of INR 6 per equity share made during the year 2013-14 andto declare fi nal dividend of INR 6.50 per equity share for the year ended 31 March, 2014.


To appoint a Director in place of Ms. Priya Agarwal (DIN 05162177), who retires by rotation and is eligible forre-appointment.

Ms. Priya Agarwal, 23, B.Sc. Psychology with Business Management from the University of Warwick in the UK. She had experience in Public Relations with Ogilvy & Mather and in Human Resources with KornFerry International, Vedanta Resources and HDFC Bank.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Appointment of S. R. Batliboi & Co. LLP, Chartered Accountants (fi rm registration number: 301003E),be andare hereby appointed as Auditors of the Company

It is proposed to appoint S. R. Batliboi & Co. LLP, Chartered Accountants (fi rm registration number: 301003E) as Statutory Auditors of the Company.


for for Appointment of Mr. Naresh Chandra (DIN 00015833) as an independent director

Mr. Naresh Chandra (DIN 00015833) was appointed as a Director of the Company liable to retire by rotation on 21 September, 2006 in terms of erstwhile applicable provisions of Sections 255 and 256 of the Companies Act, 1956 and was re-appointed on 24 July, 2013. Mr. Chandra occupies the position as an independent Director as per criteria specifi ed in Clause 49(I)(A)(iii) of the listing agreement and has affi rmed that he continues to meet all the requirements specifi ed under the listing agreement in respect of his position as an “Independent Director” of the Company.

Mr. Chandra, 79, graduated with Masters’ degree in Mathematics from Allahabad University. A former civil servant, he joined the Indian Administrative Services in 1956 and has served as Chief Secretary of Government of Rajasthan, Commonwealth Secretariat Advisor on Export Industrialisation and Policy in Colombo (Sri Lanka), advisor to the Government of Jammu and Kashmir, and successively Secretary to the Ministries of Water Resources, Defence, Home and Justice in the Government of India. In December 1990, he became Cabinet Secretary, the highest post in the Indian Civil Services. In 1992, he was appointed as the Senior Advisor to the Prime Minister of India. He has served as the Governor of the state of Gujarat during 1995-1996 and Ambassador of India to the United States of America during 1996-2001.

He has also chaired the Committee on Corporate Audit and Governance, the Committee on Private Companies and Limited Liability Partnerships and the Committee on Civil Aviation Policy, for the Government of India. He has been honoured with the Padma Vibhushan, a high civilian award, by the President of India in 2007


for for Appointment of Dr. Omkar Goswami (DIN 00004258) as an independent director

Dr. Omkar Goswami (DIN 00004258) was appointed as a Director of the Company liable to retire by rotation on 21 September, 2006 in terms of erstwhile applicable provisions of Sections 255 and 256 of the Companies Act, 1956 and was re-appointed on 22 August, 2012. Dr. Goswami occupies the position as an independent Director as per criteriaspecifi ed in Clause 49(I)(A)(iii) of the listing agreement and has affi rmed that he continues to meet all the requirements specifi ed under the listing agreement in respect of his position as an “Independent Director” of the Company.

Dr. Goswami, 57, holds a Master of Economics Degree from the Delhi School of Economics. He is a D. Phil in Economics from Oxford University. He has taught in several academic institutions in India and abroad; edited one of India’s best known business magazines; was the Chief Economist of the Confederation of Indian Industry; and is the Executive Chairman of CERG Advisory Private Limited, a consulting and advisory fi rm. Dr. Goswami serves as an independent director on the boards of a number of companies and is an author of various books and research papers on economic history, industrial economics, public sector, bankruptcy laws and procedures, economic policy, corporate fi nance, corporate governance, public fi nance, tax enforcement and legal reforms.


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for for

Appointment of Mr. Aman Mehta (DIN 00009364) as an independent director

Mr. Aman Mehta (DIN 00009364) was appointed as a Director of the Company liable to retire by rotation on 21 September, 2006 in terms of erstwhile applicable provisions of Sections 255 and 256 of the Companies Act, 1956 and was re-appointed on 22 August, 2012. Mr. Mehta occupies the position as an independent Director as per criteria specifi ed in Clause 49(I)(A)(iii) of the listing agreement and has affi rmed that he continues to meet all the requirements specifi ed under the listing agreement in respect of his position as an “Independent Director” of the Company.

Mr. Mehta, 67, is an economics graduate from Delhi University. He has over 37 years’ experience in various positions with the HSBC Group from where he retired in January 2004 as CEO Asia Pacifi c. Mr. Mehta occupies himself primarily with corporate governance, with Board and advisory roles in a range of Companies and Institutions in India as well as overseas.

Formerly, he has been a Supervisory Board member of ING Group NV and a Director of Raffl es Holdings, Singapore. He is also a member of the governing board of the Indian School of Business, Hyderabad and a member of the International Advisory Board of Prudential of America.


Appointment of Mr. Edward T Story (DIN 02582353) as an independent director

Mr. Edward T Story (DIN 02582353) was appointed as a Director of the Company liable to retire by rotation on 18 March, 2009 in terms of erstwhile applicable provisions of Sections 255 and 256 of the Companies Act, 1956 and was reappointed on 24 July, 2013. Mr. Story occupies the position as an independent Director as per criteria specifi ed in Clause 49(I)(A)(iii) of the listing agreement and has affi rmed that he continues to meet all the requirements specifi ed under the listing agreement in respect of his position as an “Independent Director” of the Company.

Mr. Story, 70, holds a Bachelor of Science degree from Trinity University, San Antonio, Texas, a Masters degree in Business Administration from the University of Texas and an honorary Doctorate degree by the Institute of Finance and Economics of Mongolia. He is a member of the North America Mongolia Business Council. Mr. Story has 48 years’ experience in the international oil and gas industry and is the founder, President and Chief Executive Offi cer of the London Stock Exchange listed SOCO International Plc.


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for for

Appointment of Mr. Tarun Jain (DIN 00006843), non-executive Director of the Company as director

Mr. Tarun Jain (DIN 00006843), was appointed as a non- executive Director of the Company with effect from 16 December, 2011 and was appointed a Director of the Company, whose term of offi ce shall not be liable to retire by rotation in the annual general meeting held on 22 August, 2012.

Mr Jain is a graduate from the Institute of Cost and Works Accountants of India and a fellow member of both the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. Mr. Jain, 54, is a Wholetime Director of Sesa Sterlite Limited. He has over 35 years’ experience in corporate fi nance, accounts, audit, taxation, secretarial and legal matters. He is responsible for Sterlite’s strategic fi nancial matters, including corporate fi nance, corporate strategy, business development and M&As.


Appointment of cost auditor

The Board of Directors of the Company at their meeting held on 23 April, 2014 has, on recommendation by the Audit Committee, appointed M/s Shome & Banerjee (fi rm registration number: 000001), Cost Accountants as the Cost Auditors for the fi nancial year 2014-15 at a remuneration of INR 885,000/- (Rupees eight lacs eighty fi ve thousand only) plus applicable taxes and out of pocket expenses. As per Section 148 of Companies Act, 2013 and applicable rules thereunder, the remuneration payable to the Cost Auditor is to be ratifi ed by the members of the CompanyWe may vote for the resolution


for for

Blue Dart Express Limited

To receive, consider and adopt the Audited Balance Sheet as atMarch 31, 2014 and the Statement of Profit & Loss Account for theyear ended on that date together with the Reports of Directors andAuditors thereon.

The Company has earned total revenue Rs. 197,612 Lacs as on 31st March 2014 as compared to Rs. 220,592 Lacs as on 31st March 2013

The Company has incurred total expenses Rs. 178,875 Lacs as on 31st March 2014 as compared to Rs 193,470 Lacs as on 31st March 2013

Net profit being Rs 12,440 Lacs as on 31st March 2014 as compared to Rs. 18,866 Lacs as on 31st March 2013 .


To confirm the payment of Interim Dividend of ` 35 (Thirty Five)per equity share already paid for the financial year ended March31, 2014 and to declare a final dividend on Equity shares for thefinancial year ended March 31, 2014.


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for for

To appoint a Director in place of Mr. Malcolm Monteiro (DIN :00089757) who retires by rotation and being eligible, offers himselffor re-appointment.

Mr. Malcolm Monteiro is CEO - DHL eCommerce Asia Pacific with effect from April 1, 2014. Prior to his present role, he acted as a CEO DHL Express South Asia since 2007 and was responsible for reinforcing the vision of DHL, aggressively growing the international and domestic businesses and market share, enhancing customer experience at every customer touch point, encouraging a high levelof employee engagement through active leadership for India, Sri Lanka, Pakistan, Nepal, Maldives, Bangladesh and Bhutan.

Mr. Monteiro was Managing Director of Blue Dart Express Ltd. during the period viz; March 13, 2006 to February 21, 2007 and led Organisation’s commendable performance during the same period. He possesses over 21 years of experience in various functions of Blue Dart. Mr. Malcolm Monteiro is credited with setting up of much acknowledged ‘Track and Trace’ System & ERP System (COSMAT 2)as well as Aviation ‘Space Management’ System (SMART) among other cutting edge technologies. He was the prime mover in re-launch of Blue Dart’s website, www.bluedart.com - quick responsive, interactive e-Business solutions site and he also contributed towards building of an extensive, secured countrywide IT network.

Mr. Monteiro holds a post-graduate degree in Management from IIM, Ahmedabad and is a graduate in an Electrical Engineering from IIT, Mumbai, both of which are world-renowned top ranking institutions in their respective fields.


Appointment M/s.Price Waterhouse, Chartered Accountants, (Firm RegistrationNumber 301112E),,be andare hereby appointed as Auditors of the Company

It is proposed to appoint M/s.Price Waterhouse, Chartered Accountants, (Firm Registration Number 301112E),as Statutory Auditors of the Company.


for for

for for

Appointment of Mr. Sharad Upasani (DIN: 01739334) as an independent director

Mr. Sharad Upasani is an Independent Director of the Company pursuant to Clause 49 of the Listing Agreement.

Mr. Sharad Upasani joined the Board of Directors of the Company and has been appointed as the Chairman of the Board of Directors of the Company with effect from December 21, 2007. Mr. Sharad Upasani holds a Masters in Commerce and LLB degree from Mumbai University, besides an MBA degree from USA. He has varied experience in Administration and had the opportunity to work both inthe State and Central Government and Public Sector Corporations.

He has worked as Secretary of Industry Department, Maharashtra State and as a Managing Director of Maharashtra State Finance Corporation, Chairman of Maharashtra State Textile Corporation and Vice- Chairman of Maharashtra State Road Transport Corporation. He retired as Chief Secretary, Government of Maharashtra. At the Central level, he has worked in the Finance Ministry, Industry Ministry and Information & Broadcasting Ministry.He was also Chairman of the Company Law Board and Chairman of the Bureau of Costs and Prices, New Delhi. He was also Chairman of Film Certification Board, Mumbai and Vice-Chancellor of Agricultural University, Akola, Maharashtra.


Appointment of Mr. Suresh Sheth (DIN: 00089981)as an independent director

Mr. Suresh Sheth is an Independent Director of the Company pursuantto Clause 49 of the Listing Agreement.

Mr. Suresh Sheth joined the Board of Directors of the Company with effect from September 16, 1992. He is a Commerce graduate from Sydenham College of Commerce and Economics and a Fellow Chartered Accountant (FCA) and is a Member of the Institute of Chartered Accountants of India (ICAI) for the past 43 years. Mr. Suresh Sheth is a partner in M/s. Sheth & Company, a firm of Chartered Accountants. His area of specialization includes Audit, Taxation andFinancial Consultancy. Mr. Sheth has travelled worldwide extensively in his professional capacity. He has been associated with Blue Dart since inception and has also been associated with various charitable institutions.


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revise remuneration of Mr. Anil Khanna,Managing Director, for the period from April 1, 2014 to February 20,2015

on recommendation of the Nomination and Remuneration Committee in its meeting held on June 21, 2014 and approval of the Board of Directors in its meeting held on June 21, 2014, revised remuneration terms of Mr. Anil Khanna as the Managing Director for the period from April 1, 2014 to February 20, 2015 are as under: Basic Salary - ` 12.35 lacs per month

House Rent Allowance - ` 0.825 lacs per month

Special Allowance - ` 2.09 lacs per month

Sr. Management Allowance - ` 0.856 lacs per month

Save and except as indicated hereinabove, other terms of appointment of Mr. Anil Khanna, Managing Director, remain the same.

Since revision is in compliance with provisions of Companies act 2013 we may vote for the same.

Amendment to articles of association

The existing Articles of Association (“AoA”) are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act.

With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles

Since proposal is in compliance with provisions of Companies act 2013 we may vote for the same.


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Thermax Limited

To consider and adopt the audited Statement of Profitand Loss for the financial year ended on March 31,2014, the Balance Sheet as at that date, together withthe reports of the Auditors and Board of Directors,thereon.

The Company has earned total revenue Rs. 4366.46 Crore as on 31st March 2014 as compared to Rs.4763.88 Crore as on 31st March 2013

The Company has incurred total expenses Rs. 3959.57 Crore as on 31st March 2014 as compared to Rs 4248.25 Crore as on 31st March 2013

Net profit being Rs 252.97 Crore as on 31st March 2014 as compared to Rs. 349.96 Crore as on 31st March 2013.


To declare dividend.


To appoint a Director in place of Mrs. A. R. Aga (DIN –00019622), who retires by rotation and being eligible,offers herself for re-appointment.

Mrs. A.R. Aga, 71, Director of the Company, began her industry career at Thermax, in 1982. She was the Chairperson of the Board of the Company from February 1996 to October 2004.

Mrs. Aga has done her B.A. in Economics and holds a post graduate degree in medical and psychiatric social work from Tata Institute of Social Sciences (TISS). She was selected for the Fullbright Scholarship for social workers to study inthe U.S.


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for for

vacancy arising out ofMr. Tapan Mitra who retires by rotation and not seekingre-appointment as a Director, be not filled up by theCompany at this meeting or any adjournment thereof

Mr. Tapan Mitra was appointed on January 15, 2001 as a Non-executive Director liable to retire by rotation. Mr. Mitra was eligible for being appointed as a Director at the ensuing Annual General Meeting. However, he has expressed hisdesire to retire as Director and therefore, he is not seeking re-appointment. The resulting vacancy caused thereto shall not be filled-up time being, at this meeting or any adjournment thereof.

We may vote for the resolution.

Appointment M/s. B.K. Khare & Co., CharteredAccountants, Mumbai, (Firm Registration No.105102W),,be andare hereby appointed as Auditors of the Company

It is proposed to appoint M/s. B.K. Khare & Co., Chartered Accountants, Mumbai, (Firm Registration No. (105102W),as Statutory Auditors of the Company.


for for payment of remuneration to Non-executiveDirectors of the Company or any of them [other thanthe Managing Director / Whole-time Director(s)] by wayof commission, as the Board may decide from timeto time, commencing with the financial year 2013-14,not exceeding in the aggregate of 1% of the net profitsof the Company calculated in accordance with theprovisions of the Act

The present structure of the Board comprises of nine Directors of whom one is the Managing Director. The Board has eminent persons from various fields that not only helped the Company to grow and strengthen its dominance in the market but with its able guidance it could sustain in uncertain economic environment in recent years. Moreover, with the enlarged role and responsibilities driven by the Companies Act, 2013 and amended Listing Agreement, NEDs are required to devote more time and efforts to provide guidance to the Board and its Committees for ensuring highest standard of corporate governance and compliances from time to time.

In view thereof, it is proposed to compensate the NEDs by way of commission from the financial year 2013-14.This remuneration would be quantified in such amounts and distributed in such proportions in such manner and respectamongst all or some of the NEDs as may be decided by the Board of the Company.

Under the provisions of Section 197(4) of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is necessary to seek a fresh approval of the shareholders by way of a SpecialResolution for payment of commission

Since the proposal is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment of Dr. Jairam Varadaraj (DIN-00058056), a Non-executive Director as an independent director

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, appointed Dr. Jairam Varadaraj, Dr. Valentin A.H. von Massow, Dr. Raghunath A. Mashelkar and Mr. NawshirMirza as Independent Directors at various times.

In terms of the provisions of Section 149 of the Companies Act, 2013 (‘the Act’), effective from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors,who are not liable to retire by rotation.

The Nomination & Remuneration Committee of the Company has recommended the appointment of these directors as Independent Directors from July 22, 2014 upto July 21, 2019 (i.e. for a term of five consecutive years from the conclusion of the ensuing 33rd Annual General Meeting).

Dr. Jairam Varadaraj, 53, is a Director of the Company since January 31, 2003. He holds a Masters degree in Business Administration from George Washington University, USA and Ph.D. in International Business from the University of Michigan, USA. He has varied experience covering textiles, polymers, mechanical machines and consumer appliances.


for for Appointment of Dr. Valentin A.H. von Massow (DIN-00239314), a Non-executive Director as an independent director




Dr. von Massow is an Independent Director on the Board and also Chairs the Strategic Business Development Committee.

Dr. von Massow received his Ph.D. in Agricultural Economics from Georgia Augusta University, Göttingen (Germany) in 1983. After initial work experience in Africa, he worked for almost 20 years as a Management Consultant with TheBoston Consulting Group (BCG) in Europe, US and India;in 1993 he was promoted as Vice President and Director of BCG Inc. During his tenure with BCG he held a number of senior positions, including that of Managing Director, India. He brings with him a rich global experience of business models, governance, strategy and operations.

Since 2006, Dr. Massow has been working as an Independent Non-executive Director, based in London. His board mandates include companies and organisations in the (renewable) energy, environment and agriculture sectors inIndia, Germany and UK. He serves, among others, on the Board of Crompton Greaves Ltd. (India) and a member of its Corporate Social Responsibility Committee, as Chairman of ADAS Ltd. (UK) and has been a Trustee of the Worldwide Fund for Nature (WWF) in Germany and UK for many years.

for for Appointment of Dr. Raghunath A. Mashelkar (DIN-00074119), a Non-executive Director as an independent director




Dr. Raghunath A. Mashelkar, 71, an eminent engineering scientist, is a Director of the Company from January 29, 2008. He has a Ph.D. in Chemical Engineering. Presently, he is National Research Professor at National Chemical Laboratory, Pune. He is also the President of Global Research Alliance, a network of publicly funded R&D institutes from Asia-Pacific, Europe and USA with over 60,000 scientists.

He was the President of Indian National Science Academy (INSA).


for for

for for

Appointment of Mr. Nawshir Mirza (DIN-00044816), a Non-executive Director as an independent director




Mr. Nawshir Mirza, 64, is a Fellow of the Institute of Chartered Accountants of India. He has been a Director of the company from May, 2011. He spent most of his career with Ernst & Young, its Indian member firm, S. R. Batliboi & Co., Chartered Accountants, and its predecessor firm, Arthur Young, as a partner from 1974 to 2003.

He has contributed to the accounting profession, as a speaker or the chairperson at a large number of professional conferences in India and abroad.


To appoint M/s.Dhananjay V. Joshi & Associates, Cost Accountants,Pune,the Cost Auditors of the Company

M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune have been appointed as the Cost Auditors of the Company for the financial year 2014-15 by the Board of Directors at its meeting held on May 27, 2014. Their appointment has been made on remuneration of Rs. 7,50,000 (Rupees seven lakh fifty thousand only) plus applicable taxes and reimbursement of actual out of pocketexpenses. He was also the Cost Auditors of the Company for financial year 2013-14.

In terms of provisions of Section 148(3) of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, remuneration of the Cost Auditors is required to be ratified by the shareholders of the Company.



for for

Mahindra and Mahindra Financial Services Limited

To receive, consider and adopt the Financial Statements of the Company for the financial year ended 31st March,2014 including the audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the yearended on that date together with the Reports of the Board of Directors and Auditors thereon.

The Company has earned total revenue Rs. 4,95,300.45 Lacs as on 31st March 2014 as compared to Rs 3,89,469.90 Lacs as on 31st March 2013

The Company has incurred total expenses Rs. 3,60,723.61 Lacs as on 31st March 2014 as compared to Rs 2,64,408.23 Lacs as on 31st March 2013

Net profit being Rs 88,722.75 Lacs as on 31st March 2014 as compared to Rs. 88,269.18 Lacs as on 31st March 2013 .


To declare a dividend on Equity Shares.


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for for

To appoint a Director in place of Dr. Pawan Kumar Goenka (DIN: 00254502), who retires by rotation and being eligible, offers himselffor re-appointment.

Dr. Pawan Goenka has earned his BS in Mechanical Engineering from I.I.T. Kanpur and Ph.D. from Cornell University, U.S.A. He is also a Graduate of Advanced Management Program from HBS. He worked at General Motors R&D Centre in Detroit, U.S.A. from 1979 to 1993. Thereafter he joined Mahindra & Mahindra Ltd., as General Manager (R&D). During his R&D tenure he led the development of the Scorpio SUV. He was appointed COO (Automotive Sector) in April 2003, President (Automotive Sector) in September 2005, President (Automotive & Farm Equipment Sectors) in April 2010, and Executive Director and President (Automotive & Farm Equipment Sectors) in September 2013.Dr. Goenka received the Extraordinary Accomplishment Award from General Motors in 1986, Burt L. Newkirk Award for the year 1987, Charles L. McCuen Achievement Award from General Motors for the years 1985 & 1991, Outstanding International Advisor Award from SAE in 1997, Distinguished Alumni Award from I.I.T. Kanpur in 2004. He received the Engineering Excellence Award 2012 from SAE India Foundation. He is a Fellow of SAE International, and of Indian National Academy of Engineers. In Jan 2011, Dr. Pawan Goenka was honoured with the Automotive Man of the Year award, at the NDTV Car & Bike Awards. In December 2011, Dr. Goenka was featured as Autocar Professional's Man of the Year 2011. He was conferred the 'CV Man of the Year' award at the annual Apollo CV Awards 2012 in recognition of his extensive contribution within the automotive industry in India and globally. Dr. Goenka is past President of SIAM, Society of Automotive Engineers India, and ARAI Governing Council, and is currently on the Board of National Skills Development Corporation (NSDC).


Appointment Messrs. B. K. Khare & Co., Chartered Accountants (ICAI Registration Number 105102W) be andare hereby appointed as Auditors of the Company

It is proposed to appoint Messrs. B. K. Khare & Co., Chartered Accountants (ICAI Registration Number 105102W),as Statutory Auditors of the Company.


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for for

Appointment of Mr. Piyush Mankad (DIN: 00005001) as an independent director

Pursuant to the provisions of section 149 of the Companies Act, 2013 (‘the Act’), the Board of Directors of the Company should have at least one-third of the total number of Directors as Independent Directors. The tenure of the IndependentDirectors will be for a period of five years and the provisions relating to retirement of Directors by rotation shall not be applicable to Independent Directors.

Pursuant to Clause 49(I)(A) of the Listing Agreement, if the Chairman of the Company is a Non-Executive Director, at least one-third of the Board shall comprise of Independent Directors.

Mr. Piyush Mankad earned his Bachelor’s and Master’s Degrees from Delhi University. He later completed a Diploma in Development Studies from Cambridge University, United Kingdom

He joined the prestigious Indian Administrative Service in 1964. His major official postings included Controller of Capital Issues, Ministry of Finance, Government of India; Principal Finance Secretary, Government of Madhya Pradesh; Secretary in the Ministry of Industry; Secretary Information and Broadcasting; and Finance Secretary, Government of India. His overseas assignments included those as Counsellor Economic, Embassy of India, Tokyo (1977-81) and Executive Director for India, Bhutan, Bangladesh, Laos and Tajikistan and Board Member, Asian Development Bank, Manila (2001-04).


Appointment of Mr. M. G. Bhide (DIN: 00001826), as an independent director

Pursuant to the provisions of section 149 of the Companies Act, 2013 (‘the Act’), the Board of Directors of the Company should have at least one-third of the total number of Directors as Independent Directors. The tenure of the IndependentDirectors will be for a period of five years and the provisions relating to retirement of Directors by rotation shall not be applicable to Independent Directors.Pursuant to Clause 49(I)(A) of the Listing Agreement, if the Chairman of the Company is a Non-Executive Director, at least one-third of the Board shall comprise of Independent Directors.

Mr. M. G. Bhide is a Certified Associate of the Indian Institute of Bankers and has a Masters Degree in Economics from the University of Mumbai. He was the Chairman and Managing Director of Bank of India. He was also the Managing Director & Group Executive (National Banking) of State Bank of India.


for for Appointment of Mr. Dhananjay Mungale (DIN: 00007563) , as an independent director



Mr. Dhananjay Mungale, a Chartered Accountant has spent the major part of his career in corporate and investment banking in India and Europe with Bank of America and DSP Merrill Lynch Limited. He is on the boards of various publicand private limited companies.Table 9

Since revision is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment Ms. Rama Bijapurkar (DIN: 00001835), as an independent director



Ms. Bijapurkar has extensive experience as an independent director on a variety of corporate and not-for-profit boards. Present boards include ICICI Prudential Life Insurance Company Limited, The Ratnakar Bank Ltd., Redington GulfFZE etc., Additionally, she is a Member of the governing councils of Banking Codes & Standards Board of India, Insurance Information Bureau, member, Board of Governors and visiting faculty at Indian Institute of Management, Ahmedabad and Member, eminent person advisory group to the Competition Commission of India.

Ms. Bijapurkar holds a B.Sc. (Hons.) degree in Physics from the University of Delhi and a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad. She is author of “We are like that only - Understanding the logic of Consumer India”, “Customer in the Boardroom? - Crafting Customer Based Business Strategy” and most recently, “A Never-Before World: Tracking the evolution of Consumer India”.


for for Revisedremuneration payable to Mr. Ramesh Iyer, as Managing Director of the Company with effect from 1st August, 2014for the remainder of his term of office, i.e. upto 29th April, 2016

Mr. Ramesh Iyer was re-appointed as the Managing Director of the Company by the Board of Directors at its Meeting held on 25th April, 2011 for a period of five years with effect from 30th April, 2011. The Shareholders at the Annual GeneralMeeting of the Company held on 29th July, 2011 had approved the said re-appointment and remuneration payable to Mr. Ramesh Iyer as the Managing Director of the Company.

The Board of Directors of the Company at its Meeting held on 23rd April, 2014, has pursuant to the approval of the Nomination and Remuneration Committee and subject to the approval of the Shareholders, approved the revision in theremuneration payable to Mr. Ramesh Iyer as Managing Director of the Company with effect from 1st August, 2014 till the remainder of his term of office.Pursuant to section 197 and Schedule V to the Act pertaining to Managerial Remuneration, the revision in the remuneration payable to Mr. Ramesh Iyer as Managing Director of the Company is now being placed before the Shareholders in the Annual General Meeting for their approval by way of a Special Resolution.


16/07/2014 Wabco Limited AGM Management Proposal for for

for for

To receive, consider and adopt the audited balance sheet as at31st March, 2014, the statement of profit and lossand cash flow statement of the Company for theyear ended on that date, together with the notes,directors' report and auditors' report thereon

The Company has earned total revenue Rs. 113,791.27 Lacs as on 31st March 2014 as compared to Rs. 97,855.88 Lacs as on 31st March 2013

The Company has incurred total expenses Rs. 97,684.57 Lacs as on 31st March 2014 as compared to Rs 79,361.05 Lacs as on 31st March 2013


No major disqualification has been made in the Auditor’s report.



for for

for for

To appoint a Director in place of Mr Trevor Lucas (holdingDIN 01627818), who retires by rotation and being eligible, offers himselffor re-appointment.

Mr Trevor Lucas is a Bachelor of Business Studies (Honours), University of Dublin and a fellow member of the Institute of Chartered Accountants in Ireland. He hasserved KPMG, Dublin from 1975 to 1982 as General Practice Manager. He was with CPC Europe, holding various positions as Manager Finance and Taxes, Manager Financial Services and Systems and Manager FinancialAccounting.

He has also served as head of Finance for Council for Education, Recruitment and Training for the Hotel, Catering and Tourism Industry, Dublin. He was with Best Foods Europe/Africa/Middle East, Brussels (later part of the Unilever Group) during 1989-2002 as Director Finance and Taxes. He joined American Standard, Brussels, (WABCO Division) in 2003 as Vice President-Taxes.

Following the spin off of WABCO Division from American Standard, he held his position as Vice President-Taxes of WABCO Holdings Inc. He retired recently from WABCO but continues consulting on a need basis.


Appointment Messrs S.R. Batliboi & AssociatesLLP, Chartered Accountants be andare hereby appointed as Auditors of the Company

It is proposed to appoint Messrs S.R. Batliboi & Associates LLP, Chartered Accountants ,as Statutory Auditors of the Company.


for for Appointment of Mr M Lakshminarayan as an independent director

Mr M Lakshminarayan is a Non-Executive Independent Director of the Company.

Mr M Lakshminarayan holds Masters Degree in Technology from the Indian Institute of Technology, Mumbai. He has over 37 years of experience indistinguished companies such as Tata Motors and Bosch Ltd (formerly MICO).He has also headed a product group in Germany for over two years during his tenure in Bosch. He has served as Chairman of Southern Region at Confederation of Indian Industry and has been an Executive Council Member of the Indian machine Tool Manufacturer's Association. He is the Chairman of the Advisory Board of Central Manufacturing Technology Institute, Bangalore.

At present he is the Managing Director of Harman International India Pvt Ltd, a 100% subsidiary of the Audio giant Harman. Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment of Mr D EUdwadia (Director of the Company holding DIN00009755), as an independent director

Mr D E Udwadia is a Non-Executive Independent Director of the Company.

Mr D E Udwadia is a post graduate from University of Bombay. He is an Advocate and Solicitor of the Bombay High Court. He is also a Solicitor of the Supreme Court of England.

Mr D E Udwadia was a partner of Crawford Bayley & Co., Mumbai, one of the India's leading law firms for more than two decades. He is a founder partner ofUdwadia Udeshi & Argus, Advocates and Solicitors, Mumbai. Consequent upon the reconstitution of the firm, its name was changed to Udwadia Udeshi & ArgusPartners effective 1st April 2012. His firm and he are legal advisors to several Indian and multinational companies and foreign banks having a presence in India.

He has during his nearly 49 years of active law practice acquired valuable knowledge, experience and expertise in the areas of corporate law, mergers, acquisitions and take overs, corporate restructuring, foreign collaboration,joint ventures, project and infrastructure finance, intellectual property, international loans and finance related transactions and financial instruments, mutual funds, real estate and conveyancing.


for for Appointment of Mr NarayanK Seshadri (Director of the Company holdingDIN 00053563) , as an independent director

Mr Narayan K Seshadri is a Non-Executive Independent Director of the Company.

Mr Narayan K Seshadri is a graduate of Science from the University of Bangalore and a Chartered Accountant with vast professional experience.

He was the founder Chairman and CEO of Halcyon Group, an Investment Advisory and Management Services organization. Halcyon Group runs a USD 300 million Special Situations Fund investing in distressed companies and latent businesses with considerable potential for growth.

Prior to establishing Halcyon, Mr Narayan K Seshadri was the Managing partner at KPMG's Business Advisory Service Practice which he helped turnaround and rebuild. Besides the industry sectors that he currently works with, Mr Narayan Seshadri has advised the Power, Banking and Financial Services, Agribusiness, Pharmaceutical, Healthcare, IT and ITES Sectors at different levels from policy formulation to corporate strategy, restructuring and organization transformation.

Since the appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment of Mr P Kaniappan (holdingDIN 02696192), Whole-time Director, appointed as Managing Director

Mr P Kaniappan is a graduate in mechanical engineering from Regional Engineering College, Karnataka, India and postgraduate in manufacturing systems engineering from University of Warwick, UK. He also holds Executive MBA degree from Great Lakes Institute of Management Chennai.

His experience includes 10 years in TVS Motor Company Ltd, Hosur responsible for production management in different areas such as machining, fabrication, painting, engine and vehicle assembly. He was in the purchase department of brakes division in Sundaram-Clayton Limited (SCL) in various capacities during 1993 to 1999 and was in the rank of General Manager before elevated as business head of Foundry division of SCL. He held this position from 1999 to 2001 and became Operations head of brakes division of SCL from 2001 to May 2009 (since demerged to WABCO-TVS (INDIA) Limited (WTIL) from 28th March2008.

He was appointed as Whole-time Director of WTIL on 17th June 2009 and holds the office from that date.

He has established a world class manufacturing system in WTIL incorporating some of the best practices such as Total Quality Management (TQM), Lean and Total productive Maintenance (TPM) with year over year productivity improvement. He developed and implemented a vendor development model resulting in low cost and high quality supplier base.


for for


remuneration to the Non-Executive IndependentDirectors of the Company by way of profit-relatedcommission not exceeding one percent of the netprofits of the company

The shareholders have approved the payment of commission within the overall limits so as not to exceed in aggregate 1% of the net profits of the Company in each financial year calculated in accordance with the provisions of Sections349 and 350 of the Companies Act, 1956, for a period of five years commencing from 1st April 2011 by way of a special resolution through the Postal Ballot on 21st December 2010.

In view of Sections 149, 197 and any other relevant provisions of the Companies Act, 2013 and taking into account the roles and responsibilities of the Independent Directors, it is proposed that the Non-Executive Independent Directors together, be paid for each of the five financial years of the Company commencing from 1st April 2014, commission not exceeding one percent per annum of the net profits of the Company computed in accordance with the provisions of the Companies Act, 2013. This commission will be distributedamongst all or some of the Non-Executive Independent Directors in accordance with the directions given by the Board of Directors and subject to any other applicable requirements under the Companies Act, 2013. This remuneration shall be in addition to fee payable to the directors for attending the meetings of the Board or Committee thereof, and reimbursement of expenses for participation in the Board and other meetings.

Accordingly, a fresh approval of the shareholders is sought by way of a special resolution under the applicable provisions of the Companies Act, 2013 for payment of remuneration by way of commission to the Non-Executive Independent Directors of the Company, for a period of five years


Housing Development Finance Corporation Limited

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

The Company has earned total revenue Rs. 24,197.67Lacs as on 31st March 2014 as compared to Rs. 21,147.62 Lacs as on 31st March 2013


Net profit being Rs 5,440.24 Lacs as on 31st March 2014 as compared to Rs. 4,848.34 Lacs as on 31st March 2013 .No major disqualification has been made in the Auditor’s report,

for for

for for

for for

for for



To appoint a director in place ofMr. D. M. Sukthankar (holding DIN00034416), who retires by rotationand, being eligible, offers himself for reappointment.

Mr. D. M. Sukthankar was an officer of the Indian Administrative Service and was Secretary, Ministry of Urban Development, Government of India and later Chief Secretary to the Government of Maharashtra. Mr. Sukthankar is recognised as an expert on issues related to urban development and management and has been associated with the housing sector for a number of years. He has been a director of the Corporation since 1989. Mr. Sukthankar holds 2,31,100 equity shares of ` 2 each of the Corporation. Mr. Sukthankar is a Director of HDFC Developers Limited, IDFC AMC Trustee Company Limited and Phoenix Township Limited.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Appointment of Messrs Deloitte Haskins &Sells LLP, Chartered Accountants,having Registration No. 117366W/W-100018 be andare hereby appointed as Auditors of the Company

It is proposed to appoint Messrs Deloitte Haskins & Sells LLP, Chartered Accountants, ,as Statutory Auditors of the Company.


appointment of MessrsPKF, Chartered Accountants as BranchAuditors for the Dubai Branch

It is proposed to appoint Messrs PKF, Chartered Accountants ,as Branch Auditors of the Company.

Messrs PKF, Chartered Accountants,having Registration No. 10 issued by the Ministry of Economy, U.A.E., were appointed as branch auditors of the Corporation for the purpose of the audit of the accounts of its branch office at Dubai for the financial year 2013-14.

Their tenure as branch auditors expires at the conclusion of this Meeting. As per the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014, Messrs PKF, Chartered Accountants, branch auditors of Dubai branch are eligible to be appointed for

for for

for for

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

Mr. D. N. Ghosh holds a Master’s degree in economics. He was the former Chairman of the State Bank of India. Mr. Ghosh is currently the Chairman of ICRA Management Consulting Services Limited and Sundaram Asset Management Company Limited. He has been a director of the Corporation since 1989. He is also a Member of the Audit Committee of Directors. Mr. Ghosh holds 1,72,935 equity shares of ` 2 each of the Corporation.As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.

The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.

Keeping in view the above we may vote for the above resolution.

Appointment of appointment of Dr. RamS. Tarneja as an Independent Director

Dr. Ram S. Tarneja holds a Doctorate in Human Resources from Cornell University. He also has a MA both from the University of Delhi and University of Virginia and a BA Honours from University of Delhi. He was the former Managing Director of Bennett, Coleman & Company Limited. He is a director on the boards of several prominent companies in India. He has been a director of the Corporation since 1994. He is also the Chairman of the Stakeholders Relationship Committee of Directors. Dr. Tarneja holds 4,57,500 equity shares of ` 2 each of the Corporation.

As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for

for for

Appointment of appointment of Dr. BimalJalan as an Independent Director

Dr. Bimal Jalan is a former Governor of the Reserve Bank. He has previously held several positions in the Government including those of Finance Secretary and Chairman of the Economic Advisory Council to Prime Minister. He was also a nominated Member of Parliament from 2003 to 2009. He was associated with anumber of public institutions and was a Chairman of Centre for DevelopmentStudies, Thiruvananthapuram. He has been a director of the Corporation since2008. Dr. Jalan holds 15,000 equity shares of ` 2 each of the Corporation.Dr. Bimal Jalan is not a director in any other public limited company.




appointment of Mr. B. S.Mehta as an Independent Director

Mr. B. S. Mehta is a graduate in Commerce and a Fellow of The Institute of Chartered Accountants of India. Mr. Mehta is a Chartered Accountant in practice dealing with taxation, accountancy and valuation of mergers and acquisitions. He is a director on the boards of several prominent companies in India. He has been a director of the Corporation since 1988. He is also a member of the Nomination and Remuneration Committee of Directors and Audit Committee of Directors. Mr. Mehta holds 4,35,000 equity shares of ` 2 each of the Corporation.




for for

for for

appointment of Dr. S. A.Dave as an Independent Director

Dr. S. A. Dave is a Doctorate in economics and holds a Master’s degree in economics from the University of Rochester. Dr. Dave was the former Chairman of the Securities and Exchange Board of India and the Unit Trust of India. He is a director on the boards of several prominent companies in India. He has been a director of the Corporation since 1990. He is also the Chairman of the Audit Committee of Directors and a member of the Stakeholders Relationship Committee of Directors. Dr. Dave is the nominee of the Corporation on the board of HDFC Standard Life Insurance Company Limited. Dr. Dave holds 3,60,215 equity shares of ` 2 each of the Corporation.




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

Dr. J. J. Irani holds a Doctorate from University of Sheffield, U.K. He also holds a Master’s degree in science from Nagpur University and M. Met from University of Sheffield, U.K. The President of India conferred on him the award of Padma Bhushan in 2007 for his services to trade and industry in India. Queen Elizabeth II conferred on him honorary Knighthood (KBE) for his contribution to Indo-British Trade and Co-operation. He is a director on the boards of several prominent companies in India. He has been a director of the Corporation since 2008. He is also a member of the Nomination and Remuneration Committee of Directors. Dr. Irani holds 50,000 equity shares of ` 2 each of the Corporation.




for for

for for

appointment of Mr. NasserMunjee as an Independent Director

Mr. Nasser Munjee holds a Master’s degree in economics from the London School of Economics, UK. He is a director on the boards of several prominent companies in India. He was earlier the Executive Director of the Corporation and had been working with the Corporation from 1978 to 1998. He is also a member of the Nomination and Remuneration Committee of Directors. He is deeply interested in development and infrastructure issues.

Mr. Munjee holds 19,600 equity shares of ` 2 each of the Corporation.




revision in the salaryrange of the whole-time directors of theCorporation

At the 35th Annual General Meeting of the Corporation held on Wednesday, July11, 2012, you had approved the revision in the range of salary payable to the Managing Directors of the Corporation from ` 6,00,000 to ` 10,00,000 per month to ` 5,00,000 to ` 15,00,000 per month and that of the Executive Directors of the Corporation from ` 3,00,000 to ` 6,00,000 per month to ` 3,00,000 to ` 12,00,000 per month, with effect from January 1, 2012.

Currently Mr. Keki M. Mistry – Vice Chairman & CEO of the Corporation is being paid a salary of ` 14,85,000 per month, Ms. Renu Sud Karnad – Managing Director is being paid a salary of ` 13,55,000 per month and Mr. V. Srinivasa Rangan – Executive Director is being paid a salary of ` 8,65,000 per month. Considering the increase in business activities of the Corporation as also the amount of remuneration being paid to managerial personnel occupying similarpositions in the financial services industry and with the objective of ensuring thatwhole-time directors are remunerated adequately, the Nomination andRemuneration Committee of Directors at its meeting held on May 6, 2014,recommended the revision in the range of salary payable to the Managing Directors of the Corporation from the existing range of ` 5,00,000 to ` 15,00,000 per month to ` 10,00,000 to ` 20,00,000 per month and that of the Executive Directors of the Corporation from the existing range of ` 3,00,000 to ` 12,00,000 per month to ` 5,00,000 to ` 15,00,000 per month, with effect from January 1, 2015.

for for re-appointment ofMs. Renu Sud Karnad as the ManagingDirector of the Corporation

Ms. Renu Sud Karnad is the Managing Director of the Corporation. She holds a Master’s degree in Economics from the University of Delhi and is a graduate in Law from the University of Mumbai. She is a Parvin Fellow – Woodrow Wilson School of International Affairs, Princeton University, U.S.A. Ms. Karnad joined the Corporation in 1978 and was appointed as the Executive Director of the Corporation in 2000 and was re-designated as the Joint Managing Director of the Corporation in October 2007. She was appointed as the Managing Director of the Corporation for a period of 5 years, with effect from January 1, 2010. The Board of Directors at its meeting held on May 6, 2014 has re-appointed her as the Managing Director of the Corporation for a period of 5 years, with effect from January 1, 2015, subject to the approval of the shareholders at this Meeting.

The Members of the Corporation had vide resolution passed at the 33rd AnnualGeneral Meeting held on July 14, 2010, approved the re-appointment of Ms. Renu Sud Karnad as the Managing Director of the Corporation and appointment of Mr. V. Srinivasa Rangan as the Whole-time Director of the Corporation (designated as ‘Executive Director’), for a period of 5 years, with effect from January 1, 2010. Accordingly, the current tenure of Ms. Renu Sud Karnad and Mr. V. Srinivasa Rangan, would expire on December 31,2014.

Subject to the approval of the Members at this Meeting, the Board of Directors of the Corporation, pursuant to the recommendation made by the Nomination and Remuneration Committee of Directors at its Meeting held on May 6, 2014, unanimously approved the re-appointment of Ms. Renu Sud Karnad as the Managing Director of the Corporation and Mr. V. Srinivasa Rangan as the Whole-time 10 Director of the Corporation (designated as ‘Executive Director’), for a period of 5 years, with effect from January 1, 2015.

for for re-appointment of Mr. V.Srinivasa Rangan as the Whole-timeDirector (designated as ‘ExecutiveDirector’) of the Corporation

Mr. V. Srinivasa Rangan is the Executive Director of the Corporation. He holds a Bachelor’s degree in Commerce and is an Associate of The Institute of Chartered Accountants of India and that of The Institute of Cost Accountants of India. Mr. Rangan joined the Corporation in 1986 and has served in Delhi Region and was the Senior General Manager – Corporate Planning & Finance function at head office since 2000. He was appointed as the Executive Director of the Corporation for a period of 5 years, with effect from January 1, 2010. He is responsible for the Treasury, Resources and Accounts functions of the Corporation. He is also a Member of the Stakeholders Relationship Committee of Directors.

The Board of Directors at its meeting held on May 6, 2014, re-appointed Mr. Rangan as the Executive Director of the Corporation for a period of 5 years, witheffect from January 1, 2015, subject to the approval of the shareholders atthis Meeting.

The Members of the Corporation had vide resolution passed at the 33rd AnnualGeneral Meeting held on July 14, 2010, approved the re-appointment of Ms. Renu Sud Karnad as the Managing Director of the Corporation and appointment of Mr. V. Srinivasa Rangan as the Whole-time Director of the Corporation (designated as ‘Executive Director’), for a period of 5 years, with effect from January 1, 2010.Accordingly, the current tenure of Ms. Renu Sud Karnad and Mr. V. SrinivasaRangan, would expire on December 31, 2014.Subject to the approval of the Members at this Meeting, the Board of Directorsof the Corporation, pursuant to the recommendation made by the Nominationand Remuneration Committee of Directors at its Meeting held on May 6, 2014,unanimously approved the re-appointment of Ms. Renu Sud Karnad as theManaging Director of the Corporation and Mr. V. Srinivasa Rangan as the Whole-time 10 Director of the Corporation (designated as ‘Executive Director’), for a period of 5 years, with effect from January 1, 2015.

for for

for for

payment of commissionto the non-executive Directors of theCorporation

The Members of the Corporation had at the 32nd Annual General Meeting heldon Wednesday, July 22, 2009 approved the payment of commission to the nonexecutive directors of the Corporation of an amount in the aggregate to all ofthem, equivalent to such sum as may be determined by the Board of Directors,subject to an overall ceiling of 1% of net profits of the Corporation to be computed in accordance with Section 198 of the Companies Act, 1956, for a period of 5 years with effect from April 1, 2010.

In accordance with the provisions of Section 309 of the Companies Act, 1956,the special resolution of the Members approving the payment of commissionwould remain in force for a period of 5 years. The validity of the said resolutionwould expire on March 31, 2015.

approving the limits ofborrowing by the Corporation

In terms of the provisions of Section 293(1)(d) of the Companies Act, 1956, the Members of the Corporation at the 36th Annual General Meeting held on Friday, July 19, 2013 had granted its approval by way of an ordinary resolution to the Board of Directors of the Corporation to borrow, from time to time, such sums of money as they may deem necessary for the purpose of the business of the Corporation, provided that the amount outstanding consequent to such monies borrowed by the Board of Directors on behalf of the Corporation does not exceed ` 3,00,000 crore, at any point of time.As on March 31, 2014, the outstanding borrowings of the Corporation amountedto ` 1,84,298 crore. In light of the provisions of Section 180(1)(c) of the Companies Act, 2013 having come into force with effect from April 1, 2014 requiring approval of the Members by means of a special resolution, the Corporation seeks to obtain fresh approval from its Members by means of a special resolution.

for for

for for It is in the best interest of the unitholders, we may approve the same.

issuance of RedeemableNon-Convertible Debentures and/ orother hybrid instruments on a privateplacement basis

the Board of Directors of the Corporation has been raising funds through various sources and modes including by issuance of Redeemable Non-Convertible Debentures (NCDs),secured or unsecured. The said NCDs are issued in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Simplified ListingAgreements for Debt Securities, as amended, from time to time.

As on March 31, 2014, the outstanding secured NCDs issued by the Corporationwas ` 81,660.60 crore and unsecured NCDs was ` 3,475 crore. However, in terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities including NCDs under the Companies Act, 2013 only after the prior approval of its shareholders by way of a special resolution. The Companies (Prospectus and Allotment of Securities) Rules, 2014, further provides that the said special resolution must be passed in respect of all offers/ invitations for the NCDs to beissued during a year.The NCDs proposed to be issued by the Corporation will be issued for cash eitherat par or premium or at a discount to face value depending upon the prevailingmarket conditions.

issue of shares underEmployee Stock Option Scheme


for for

for for

glenmark Pharmacueticals Limited

To receive, consider, approve and adopt the Audited Balance Sheetas at 31 March 2014 and the Statement of Profit and Loss of theCompany for the year ended on that date together with the reportsof the Directors and Auditors thereon.

The Company has earned total revenue Rs 23,680.38 Million as on 31st March 2014 as compared to Rs. 20,655.49 Million as on 31st March 2013

The Company has incurred total expenses Rs. 18,661.14 Million as on 31st March 2014 as compared to Rs 16,855.95 Million as on 31st March 2013

Net profit being Rs. 4,338.24 Million as on 31st March 2014 as compared to Rs. 3,861.07 Million as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare dividend on Equity Shares.


To appoint a director in place ofMrs. B. E. Saldanha (DIN 00007671) who retires by rotationand, being eligible, offers himself for reappointment.

Mrs. B. E. Saldanha is a Non-Executive Director and a member of the promoter group of Glenmark Pharmaceuticals Limited. Prior to this position, She was the Director – Exports and managed Glenmark’s international operations from 1982 to 2005 .During her 23 year tenure with the organization, she was responsible for developing and growing the Company’s export business. She holds a Bachelors Degree in Science(B.Sc) and a Bachelors Degree in Education( B. Ed.) from Bombay University.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for Against

for for

Appointment of Walker, Chandiok & Co LLP (formerly known asWalker, Chandiok & Co) (Firm Registration No. 001076N) be andare hereby appointed as Auditors of the Company

It is proposed to appoint of Walker, Chandiok & Co LLP (formerly known asWalker, Chandiok & Co) (Firm Registration No. 001076N) , ,as Statutory Auditors of the Company.Their has been a change in the auditing partner for the FY 2013-14.

As per Companies act 2013, a Company must appoint auditors for a period of five years. In this case the Company proposes to appoint for a period of one year.

Since appointment is not in conformity with provisions of Companies act 2013 we may vote for the same.

Appointment of Mr. Sridhar Gorthi (DIN 00035824) as an Independent Director

Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force, it is proposed to appoint Mr. N. B. Desai, Mr. J. F. Ribeiro, Mr. Sridhar Gorthi, Mr. D. R Mehta, Mr. Hocine Sidi Said, Mr. Bernard Munos and Dr. Brian W. Tempest as Independent Directors of the Company for a term of 5 (five) consecutive years up to 31st March, 2019. The Company has also received notice pursuant to Section 160 of the Companies Act, 2013 from members proposing the appointment of aforesaid Independent Directors.

Mr. Sridhar Gorthi is Non-Executive Director in the organization and is also a Partner in Trilegal, a legal consulting firm. Prior to Trilegal, he also worked with Arthur Andersen and Lex Inde, Mumbai. He has been involved in legal advisory services to various multinational and domestic corporations on restructuring, debt finance, joint ventures, acquisitions and mergers. Mr. Gorthi is a BA. LLB [Hon] from the National Law School of India UniversityMr. Gorthi has been a director of the Company since 26th April 2005.As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of appointment of Mr. J. F. Ribeiro (DIN 00047630), as an Independent Director


Mr. Julio Ribeiro is a retired government official and has served the country under various assignments. Some of the noteworthy positions held by him have been as the Commissioner of Police, Mumbai; Special Secretary to Government of India, Ministry of Home Affairs; Director General of Police, Punjab; Adviser to the Governor of Punjab and Ambassador of India to Romania. At present, he is a Director in IIT Corporate Services Ltd.Mr. Ribeiro has been a director of the Company since 26th August 1999.




for for Appointment of appointment of Mr. N. B. Desai (DIN 00029023), as an Independent Director


Mr. Natvarlal B. Desai is a retired General Manager of Bank of Baroda. He has over 45 years experience in the Banking Sector, both in India as well as overseas. He was Chairman of Bank of Baroda Uganda Ltd. He is also the Founder of Equitorial Bank PLC, UK and was Managing Director with the bank till his retirement in 1992.

Mr. Desai has been a director of the Company since 31st July 2003

As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted. The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.


for for appointment of Mr. D. R. Mehta (DIN 01067895), as an Independent Director

Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force, it is proposed to appoint Mr. N. B. Desai, Mr. J. F. Ribeiro, Mr. Sridhar Gorthi, Mr. D. R Mehta, Mr. Hocine Sidi Said, Mr. Bernard Munos and Dr. Brian W. Tempest as Independent Directors of the Company for a term of 5 (five) consecutive years up to 31st March, 2019. The Company has also received notice pursuant to Section 160 of the Companies Act, 2013 from members proposing the appointment of aforesaid Independent Directors.Mr. D. R. Mehta, holds a Bachelors Degree in Arts and an LLB degree from the Rajasthan University. He also holds a Management Degrees from Royal Institute of Public Administration, London and from Alfred Sloan School of Management, Massachusetts Institute of Technology, Boston, United States of America. He was a civil servant for almost forty years and has experience in administration and management of public affairs. He joined the Indian Administrative Services in 1961 and has held positions in the Government of Rajasthan and in the Government of India. He served in the Government of Rajasthan as ‘Collector’ for three districts and Secretary of various departments like Industry, Mines and State enterprises. He was the Joint Secretary (Banking), Controller of Capital Issues and Additional Secretary (Banking) in the Ministry of Finance, Government of India. He was also the Secretary of the Committee on Financial Policy in the cabinet secretariat in the Government of India. Further, he was the Director General of Foreign Trade in the Government of India, Ministry of Commerce. He was also the Deputy Governor of the Reserve Bank of India and the Chairman of SEBI. He was also the Chairman of the Emerging Markets Committee of the International Organization of Securities CommissionMr. Mehta has been a director of the Company since 14th August 2009



for for appointment of Mr. Hocine Sidi Said (DIN 02811247), as an Independent Director


Mr. Hocine Sidi Said, is the Founder and Director of Bio-nAbler, an investment company that partners with Sovereign Wealth Funds and Private Equity Firms across Asia and the MENA region to identify and execute product & company acquisitions. He has spent over 20 years in the pharmaceutical industry at Pfizer and UCB. He has led the Emerging Markets Region at UCB as their Senior Vice President. Prior to Joining UCB, Hocine spent close to 17 years with Pfizer in various senior management and business development roles in the Middle East, Central and Eastern Europe and Asia

Mr. Sidi has been a director of the Company since 29th October 2009




for for appointment of Mr. Bernard Munos (DIN 05198283), as an Independent Director

Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force, it is proposed to appoint Mr. N. B. Desai, Mr. J. F. Ribeiro, Mr. Sridhar Gorthi, Mr. D. R Mehta, Mr. Hocine Sidi Said, Mr. Bernard Munos and Dr. Brian W. Tempest as Independent Directors of the Company for a term of 5 (five) consecutive years up to 31st March, 2019. The Company has also received notice pursuant to Section 160 of the Companies Act, 2013 from members proposing the appointment of aforesaid Independent Directors.Mr. Bernard Munos is the founder of the InnoThink Center for Research in Biomedical Innovation, which was created to translate innovation research into better business models for the pharmaceutical industry and its stakeholders. Before that, he was Advisor for corporate strategy at Eli Lilly and Company where he focused on disruptive innovation and the radical redesign of the R&D model. His research, which has been published in Nature and Science, and was recently profiled by Forbes Magazine, has helped stimulate a broad rethinking of the pharmaceutical business model by companies, investors, policy-makers, regulators, and patient advocates.He has presented his findings at numerous meetings sponsored by the National Academies, the Institute of Medicine, the President's Cancer Panel, the NIH Leadership Forum, the World Health Organization, the OECD, the Kauffman Foundation, the US Patent and Trademark Office, Genome Canada, the American Chemical Society, the Council for American Medical Innovation, Science Foundation Ireland, as well as leading universities and think-tanks in the US and Europe. He received his MBA from Stanford University, and holds other graduate degrees in economics and animal science from the University of California at Davis, and the Paris Institute of Technology for Life, Food and Environmental Sciences in France.

Mr. Munos has been a director of the Company since 30th January 2012.


for for appointment of Dr. Brian W. Tempest (DIN 00101235), as an Independent Director


Dr. Brian W Tempest is a CSCI, CCHEM, FRSC, BSC, PHD. He has worked in the Pharmaceutical Industry for the last 40 years and has managed Healthcare Businesses in North America, South America, Europe, Africa, Middle East, Australasia, China, Japan and India.

Brian started working for Ranbaxy Laboratories in 1995 and he held the positions of Regional Director, President, Managing Director and Chief Executive Officer until 2005. He then became Chief Mentor, Vice Chairman and Non Executive Director until 2008 when he retired. He is one of the few Westerners to have led a Sensex Nifty 50 Indian blue chip MNC and as a result has a valuable insight into India. Brian has also worked for Glaxo as Regional Director-Far East and Regional Director-Middle East & Africa from 1985 to 1992.

Brian received a PhD in Chemistry from Lancaster University in 1971 and in 2009 he became Chairman of the Advisory Board for the Lancaster University Management School . He is a Fellow of the Royal Society of Chemistry and a Fellow of the Royal Society of Medicine.

Dr. Brian has been a director of the Company since 30th January 2012.


The position in this regard has been clarified by the MCA vide its circular no

for for

for for

payment of remuneration to Sevekari, Khare& Associates, Cost Accountants,

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the Board shall appoint an individual who is a Cost Accountant in practice on the recommendation of the Audit Committee, which shall also recommend remuneration for such cost auditor. The remuneration recommended by Audit Committee shall be considered and approved by the Board of Directors and ratified by the shareholders of the Company.

On recommendation of Audit Committee at its meeting held on 7th May 2014, the Board has considered and approved appointment of Sevekari, Khare & Associates, Cost Accountants, for the conduct of the cost audit of cost records of the Company at a remuneration of ` 7.50 lac excluding applicable taxes and reimbursement of actual travel and out-of pocket expenses for the Financial Year ending 31st March 2015.

Since the payment is in compliance, we may vote for the same.

approving the limits ofborrowing

The members of the Company at their Deemed Extra Ordinary General Meeting held on 6th October 2008 approved by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 for borrowings over and above the aggregate of paid-up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts alreadyborrowed and outstanding at any point of time shall not be in excess of ` 4,000 Crores (Rupees Four Thousand Crores).

Section 180(1)(c) of the Companies Act, 2013 was made effective from 12th September 2013 which provides for approval by the shareholders by way of Special resolution as against Ordinary resolution under Companies Act, 1956. The Ministry of Corporate Affairs has vide General Circular No. 04/2014 dated 25th March 2014 clarified that pursuant to the said Sections of the Act, companieswould be required to pass a fresh resolution by 11th September 2014.

It is, therefore, necessary for the members to pass a Special Resolution under Section 180(1)(c) and other applicable provisions of the Companies Act, 2013Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.


for for

Grindwell Norton Limited

To receive, consider and adopt the Financial Statementsof the Company for the year ended 31st March, 2014,including Audited Balance Sheet as at 31st March, 2014and the Statement of Profit and Loss for the year endedon that date and the Reports of the Board of Directors andAuditors thereon.

The Company has earned total revenue Rs 23,680.38 Million as on 31st March 2014 as compared to Rs. 20,655.49 Million as on 31st March 2013

The Company has incurred total expenses Rs. 18,661.14 Million as on 31st March 2014 as compared to Rs 16,855.95 Million as on 31st March 2013

Net profit being Rs. 4,338.24 Million as on 31st March 2014 as compared to Rs. 3,861.07 Million as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare a dividend for the year ended 31st March,2014.


for for

for for

To appoint a Director in place of Ms. Marie-ArmelleChupin (Director Identification No. 00066499) whoretires by rotation and being eligible, offers herself forre-appointment.

Ms. Marie-Armelle Chupin (Director Identification No. 00066499), a French national, is 57 years old and has done her Masters in Business Law and Labour Law. She joined Saint-Gobain in 1979 and has rich experience in the legal field. Presently, sheis the Vice President – Legal Affairs of the High Performance Materials sector of Compagnie de Saint-Gobain (the ultimate holding company of Grindwell Norton Ltd.). Ms. Chupin does not hold any equity shares of the Company.


To appoint a Director in place of Mr. Jean-Pierre Floris(Director Identification No. 02504627) who retiresby rotation and being eligible, offers himself forre-appointment.

Mr. Jean-Pierre Floris (Director Identification No. 02504627), a French national, is 66 years old. He graduated as an Engineer from the Ecole des Mines de Paris and holds aMaster’s degree in Mathematics from the University of Paris and a Master’s degree in Economic Systems Planning from Stanford University. He joined Saint-Gobain in 1996 and has rich experience in various fields. Currently, he is the President of the Innovative Material sector (which includes the Flat Glass and High Performance Materials sectors) ofSaint-Gobain and Senior Vice-President of Compagnie de Saint-Gobain. He is also a Director on the Board of Saint-Gobain Glass India Limited. Mr. Floris does not hold anyequity shares of the Company.


for Against

for for

Appointment of M/s. Kalyaniwalla & Mistry, CharteredAccountants, (Firm Registration No. 104607W),be andare hereby appointed as Auditors of the Company

The Company proposes to appoint M/s. Kalyaniwalla & Mistry, CharteredAccountants, (Firm Registration No. 104607W)

As per Companies act 2013, a Company must appoint auditors for a period of five years. In this case the Company proposes to appoint for a period of one year.


Appointment Mr. Shivanand Salgaocar (DirectorIdentification No. 00001402) as an Independent Director

Mr. Shivanand Salgaocar (Director Identification No. 00001402) is 59 years old and holds a degree in Science from the University of Mumbai and has done his Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies. Presently, he is the Managing Director of V. M. Salgaocar Group of Companies. He serves on the Boards of various companies in India. Mr. Salgaocar does not hold any equity shares of the Company.

Mr. Shivanand Salgaocar (Director Identification No. 00001402) had been appointed as a Director of the Company on 6th March, 2006.

As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted. The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.


for for

for for

Appointment of appointment of Mr. Pradip Shah (Director Identification No.00066242), as an Independent Director

Mr. Pradip Shah (Director Identification No. 00066242) is 61 years old and has done his MBA from Harvard University, USA. He is also a member of the Institute of Cost and Works Accountants of India and the Institute of Chartered Accountants of India. He was the founder Managing Director of CRISIL.Presently, he is the Chairman of a Finance Consultancy Company. He serves on the Boards of various companies in India. Mr. Shah does not hold any equity shares of the Company.

Mr. Pradip Shah (Director Identification No. 00066242) had been appointed as a Director of the Company on 6th March, 2006.




Appointment of appointment of Mr. Keki M. Elavia (Director Identification No.00003940), as an Independent Director

Mr. Keki M. Elavia (Director Identification No. 00003940) is 68 years old and is a B.Com. (Hons), FCA, CFE. He retired as a Senior Partner of M/s. Kalyaniwalla & Mistry – Chartered Accountants in 2009, after an association of more than 40 years. He serves on the Boards of various companies in India. Mr. Elavia does not hold any equity shares of the Company.

Mr. Keki M. Elavia (Director Identification No. 00003940) had been appointed as a Director of the Company on 26th July, 2012.




for for


for for

To appoint M/s. Rao, Murthy & Associates, Cost Accountants(Firm Registration No. 000065), appointed as CostAuditors,

A proposal for appointment of Cost Auditors for the financial year 2014-15 was recommended by the Audit Committee to the Board. It is proposed to appoint M/s. Rao, Murthy & Associates, Cost Accountants, (Firm Registration No. 000065) as Cost Auditors. M/s. Rao, Murthy & Associates, Cost Accountants, have confirmed their eligibility for appointment as Cost Auditors.

As per the Companies Act, 2013 and applicable Rules, the appointment and remuneration payable to the Cost Auditors is to be ratified by the shareholders. Hence this resolution is put for the consideration of the shareholders

Since the payment is in compliance, we may vote for the same.

Exide Industries Limited

To consider and adopt the Audited Balance Sheet as at 31st March, 2014and the Statement of Profit and Loss for the year endedon that date and the Reports of the Board of Directors andAuditors thereon.

The Company has earned total revenue Rs 5964.24 crore as on 31st March 2014 as compared to Rs. 6071.37 crore as on 31st March 2013

The Company has incurred total expenses Rs. 5997.27 crore as on 31st March 2014 as compared to Rs 6147.25 crore as on 31st March 2013

Net profit being Rs. 487.08 crore as on 31st March 2014 as compared to Rs. 522.78 crore as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare a dividend for the year ended 31st March,2014.


for for

for Against

for for

for for

To appoint a Director in place of Mr. R B Raheja whoretires by rotation and being eligible, offers herself forre-appointment.

Ms. Marie-Armelle Chupin (Director Identification No. 00066499), a French national, is 57 years old and has done her Masters in Business Law and Labour Law. She joined Saint-Gobain in 1979 and has rich experience in the legal field. Presently, sheis the Vice President – Legal Affairs of the High Performance Materials sector of Compagnie de Saint-Gobain (the ultimate holding company of Grindwell Norton Ltd.). Ms. Chupin does not hold any equity shares of the Company.


Appointment of M/s. S r Batliboi & CO LLP CharteredAccountants, be andare hereby appointed as Auditors of the Company

The Company proposes to appoint M/s. S r Batliboi & CO LLP in place of M.s SRBC & CO LLP

As per Companies act 2013, a Company must appoint auditors for a period of five years. In this case the Company proposes to appoint for a period of one year. further the auditors are under same network.


Payment of remuneration to Cost Auditors

It is proposed to remunerate M/s Mani & Company Cost accountants with a fee of Rs. 8.5 lacs plus applicable taxes and out of pocket expense for the FY 2014 -15

We may vote for the same.

Appointment Mr. R G Kapadia as an Independent Director

Mr. R G Kapadia is a director of the Company since 21/06/1991




for for

for for

for for

for for

Appointment of appointment of Mr. Vijay Aggarwal, as an Independent Director

Mr. Vijay Aggarwal is a director of the Company since 30/10/2000




Appointment of appointment of Ms Mona N Desai, as an Independent Director

Ms. Mona Desai is a Director of the Company since 28th April 2010




Appointment of appointment of Mr Sudhir Chand, as an Independent Director

Mr. Sudhir chand is a Director of the Company since 19/10/2010




Payment of remuneration by way of commission to Mr. R G Kapadia Independent Director from FY 2014 -15

It is proposed to remunerate Mr. R G Kapadia with commission upto 1% of net profits of the Company. the explanatory statement do not clearly specify the reason for remunerating only one director against others who have also been a director in the Company for more than 5 years. We may seek clarification from the Company and based on the same decide the vote for or against the resolution.

26/07/2014 PB for for

for for

for for

Petronet LNG Limited

Creation of Mortgage and / or Charge on all or any of the Movable and / or Immovable Properties of the Company

Comments of the Research teamThe fund raising provisions of the proposed resolutions, are in line with the expansion plans of the company at Dahej, construction of LNG Terminal at Gangavaram and other capital expenditure requirement.


Increase in Borrowing Powers up to Rs. 20,000 Crore.



Raising Funds up to Rs. 1,000 Crore through issue of Secured / Unsecured Non-convertible Debentures through Private Placement



20/07/2014 PB Management Proposal for for Reliance Communications Limited

Preferential Issue of Equity Shares / Warrants

The Company is a leading integrated telecommunications service provider, having a customer base of about 120 million, including over 2.6 million individual overseas retail customers. Our corporate clientele includes over 39,000 Indian and multinational corporations, including small and medium enterprises, and over 290 global, regional and domestic carriers. Your Company has a pan-India, next-generation, integrated (wireless and wireline), convergent (voice, data and video) digital network capable of supporting best-of-class services spanning the entire communications value chain, covering over 21,000 towns and 400,000 villages. Your Company owns and operates the world’s largest Next-Gen IP-enabled connectivity infrastructure, comprising over 277,000 km of fiber optic cable systems in India, USA, Europe, Middle East and the Asia-Pacific region.

Keeping in view the growing business requirements, and the ability to compete with the peer group in the domestic and international markets, your Company needs to strengthen its financial position and net worth by augmenting long term resources. The Company has accordingly proposed to enhance its equity base by:

(a) Issue of upto 51,00,00,000 Equity Shares by way of a Qualified Institutional Placement (QIP). Pursuant to the authority granted by the Members at the Annual General Meeting held on August 27, 2013, the Company has already launched the QIP by filing the Preliminary Placement Document with the Stock Exchanges on June 24, 2014. The floor price for the QIP, based on the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”) is ` 149.61 per Equity Share. The offer price of QIP is fixed at ` 142.14 per Equity Share, which is at 5 per cent discount to the floor price. The Company is receiving indicative bids and is in process to complete the QIP, which has already been accorded corporate authorisations including shareholder resolution;

(b) Issue of upto 8,66,66,667 Equity Shares / Warrants by way of a Preferential Issue to Promoters, at an issue price of ` 150.00 per Equity Share/Warrant, subject to approval by the Members at the proposed Extraordinary General


for for

Dabur India Limited

To receive, consider and adopt:- the audited Balance Sheet of the Company as at 31stMarch, 2014 and Profit and Loss Account for the yearended on that date along with the reports of Auditorsand Directors thereon; and- the audited consolidated Balance Sheet of the Companyas at 31st March, 2014 and consolidated Profit and LossAccount for the year ended on that date.

The Company has earned total revenue Rs 4,979.65 crore as on 31st March 2014 as compared to Rs. 4,443.62 crore as on 31st March 2013

The Company has incurred total expenses Rs. 4,117.60 crore as on 31st March 2014 as compared to Rs 3,693.95 crore as on 31st March 2013

Net profit being Rs. 672.10 crore as on 31st March 2014 as compared to Rs. 590.98 crore as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To confirm the interim dividend already paid and declare finaldividend on equity shares for the financial year ended 31stMarch, 2014.

We propose voting in favor of the resolution to declare dividend on Equity shares for the year ended March 31, 2014 .and approve the payment of interim dividend

for for To appoint a Director in place of Mr. Mohit Burman (DIN:00021963) who retires by rotation and being eligible offershimself for reappointment.

Mohit Burman, son of Mr. Vivek and Mrs Monica Burman, is the driving force behind the Burman family's foray into several high-growth and sunrise sectors of Financial Services like Life Insurance, Pensions, Annuities and Asset Management, besides Agriculture and Retailing. Mr. Burman did his schooling from Highgate School, London. He graduated from Richmond College London, in Bachelor of Arts, Business Administration and Economics in May 1989 (Double major: Marketing and General Management) and subsequently completed his Master of Business Administration degree, in December 1993, in Finance Mr. Burman started his career with Welbeck Property Partnership London and then joined Dabur Finance Ltd. a company specializing in fund and fee based financial activities, as Senior Manager. Mr. Burman played a pivotal role in expanding the group's financial services business into Asset Management, Life Insurance and Pension by setting up Insurance Company with UK's largest insurance Company Aviva. In the recent past, Mr. Mohit Burman had also stepped into another burgeoning industry with the acquisition of over 14% stake in Punjab Tractors Ltd. Besides being actively involved in expanding Dabur India's presence in the overseas markets, Mohit Burman has also played a critical role in the recent acquisition of Balsara's Home and Hygiene business by Dabur India.

Mr Mohit Burman was appointed as Director of the Company since 23/07/2007.

Mr. Burman holds directorships in more than 30 companies which is not in compliance with the provisions of the Companies act 2013 as well as the Listing agreement. we may seek clarification from the Company on the steps being taken by the Director in complying with the regulatory prescriptions.

We may accordingly vote for or against the resolution

for for To appoint a Director in place of Mr. Sunil Duggal (DIN:00041825) who retires by rotation and being eligible offershimself for reappointment.

Sunil Duggal took over as the Chief Executive Officer of Dabur India Limited in June 2002, holding reins of the organisation he joined in 1995. Mr Duggal started his career as a management trainee in Wimco Limited in 1981 after getting his Engineering Degree (Electrical & Electronics) from BITS, Pilani, and Business Management from IIM, Calcutta. His stint at Wimco continued till 1994, with a break in between when he joined Bennett Coleman & Co. Ltd for a short period. In 1994, he moved to Pepsi Foods as GM, Sales Operation.

In 1995 he came into the Dabur family, as General Manager (Sales & Marketing), of the Family Products Division with products like Dabur Amla, Lal Dant Manjan and Vatika in his portfolio. This Division spearheaded the spectacular growth recorded by Dabur in this period. Vatika was also launched during this period and is now the Company's second biggest brand.

With his dynamic spirit and leadership abilities, he soon became Vice-President and SBU-Head of the Family Products Division. In July 2000 Mr. Duggal was appointed Director Sales and Marketing of Dabur India Limited. And in 2002, he became the CEO of the Company - a professional with valuable experience to steer the company ahead in its growth plans.

Spanning a career of over 20 years, Sunil Duggal has travelled widely across India and handled diverse portfolios that have helped him understand the dynamics of FMCG businesses and market trends. He is well versed in the intricacies of India's regional diversities and consumer needs.

Mr Duggal lives in Delhi with his wife and one child . Whenever he gets a break from his official responsibilities, Mr. Duggal likes to spend time at home with his family and an occasional round of golf

Mr Sunil Duggal was appointed as Director of the Company since 31/07/2000.

Since the appointment is in compliance with the Companies act 2103, we may vote for the same.

for Against

for for

To appoint M/s G Basu & Co., Chartered Accountantsas Auditors to hold office from the conclusion of thisAnnual General Meeting until the conclusion of the nextAnnual General Meeting of the Company and to fix theirremuneration.

The Company proposes to appoint M/s G Basu & Co., Chartered Accountants as statutory auditor of the Company.

As per Companies act 2013, a Company must appoint auditors for a period of five years. In this case the Company proposes to appoint for a period of one year. further the auditors are under same network.

Since appointment is not in conformity with provisions of Companies act 2013 we may vote not in favor of the same.

Appointment of appointment of Mr. P N Vijay (DIN: 00049992), as an Independent Director

As per section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under section 149(4) within a period of one year from 1.4.2014 i.e. the date of Commencement of the said section and Rules made there under.

Mr. P N Vijay Mr Vijay has done M.Sc from IIT Chennai. He is a leading expert in stock market. He is a regular columnist in leading newspapers and financial journals. He is actively involved in educating investors through various channels.Currently, he has no shareholding in the Company.



Mr. P N Vijay is a director on the Company since 15/05/2001. Further the resolution is proposed to be passed by way of Special resolution.

Since the appointment complies with the provisions of the Companies act 2013, we may vote for the same.

for for Appointment of appointment Dr. S Narayan(DIN: 00094081), as an Independent Director


Dr Narayan is M.Sc, MBM, M Phil, Ph.D. and IAS (Retd.). For nearly four decades (1965 to 2004), he was in public service in the State and Central Government in development administration. Retired as Economic Advisor to the Prime Minister of India, he has rich experience in implementation of economic policies and monitoring of the special economic agenda of the Cabinet on behalf of the Prime Minister`s Offi ce, and is also experienced in formulation of macro-economic policy for the Government tariff and taxation polices, as well as Initiatives for modernizing the capital markets. Currently, he has no shareholding in the Company.



Dr S Narayan is a director on the Company since 26/07/2005. Further the resolution is proposed to be passed by way of Special resolution.


for for Appointment of Mr.R C Bhargava (DIN: 00007620) as an Independent Director


Mr Bhargava is MA in Development Economics, MS in Mathematics, and IAS (Retd.). He joined the Board in 2005. He has served in Indian Administrative services and has held the post of Joint Secretary in the Ministry of Energy and in the Cabinet Secretariat. He held various positions in Maruti Suzuki India Limited and retired in 1997 as its CEO. At present he is Chairman of Maruti Suzuki India Ltd. Currently, he has no shareholding in the Company.



Mr R C Bhargava is a director on the Company since 27/01/2005. Further the resolution is proposed to be passed by way of Special resolution.


for for Appointment of Mr. Albert Wiseman Paterson (DIN: 00767744) as an Independent Director


Mr Albert Wiseman Paterson: B.Sc.(Hons) Mathematics A.C.I.I UK and PG Certifi cate in Education. He was the CEO and MD of Aviva life Insurance Company India Ltd. In early stages of his career he served in various leadership roles in the actuarial business. He was appointed CEO, Aviva Turkey, in October 2002. He was Director-Aviva Europe before coming to India. He was Director Aviva International with responsibility for a portfolio of business. Currently, he has no shareholding in the Company.



Mr Albert Wiseman Paterson is a director on the Company since 30/10/2008. Further the resolution is proposed to be passed by way of Special resolution.


for for Appointment of Dr. Ajay Dua(DIN: 02318948) as an Independent Director


Dr. Ajay Dua is BA (Hons), M.Sc (Economics) from London school of Economics & Politics and Ph.D from University of Bombay, He is a retired civil servant (IAS) and joined the Board on 3rd September, 2009. He has held a variety of senior assignments in the Government of Maharashtra and the Government of India. He has a strong academic background and diverse workexperience. Currently, he has no shareholding in the Company.



Dr. Ajay Dua is a director on the Company since 30/10/2008. Further the resolution is proposed to be passed by way of Special resolution.


for for Appointment of Mr. Sanjay KumarBhattacharyya (DIN: 01924770) as an Independent Director


Mr Sanjay Kumar Bhattacharyya is BA (Hons) in Economics, from St. Stephen`s College, New Delhi, has served State Bank of India since 1972 at various senior positions and was the Managing Director of the Bank from October, 2007 to 2010. He has joined the Board on 23.07.2012. He is a Non Executive Independent Director of the company. Currently, he has no shareholding in the Company.



Mr Sanjay Kumar Bhattacharyya is a director on the Company since 23/07/2012. Further the resolution is proposed to be passed by way of Special resolution.


for for Appointment of Mr. Saket Burman (DIN:05208674), as WTD

Mr. Saket Burman, Director of the Company is holding the office of Whole time Director in Dabur International Ltd., a wholly owned subsidiary of the Company on the remuneration and other terms and conditions as under:-

Basic Salary /Allowances : A token amount of (AED) 12 Per Annum

In addition to the above, Mr. Saket Burman is entitled to the following benefits in Dabur International Limited:-

i) Medical reimbursement for self and family members for the actual amount incurred.

ii) Use of Company’s car for official purposes and telephone at residence (including payment for local calls and long distance calls, mobile phone, internet facility, any other means of communication facility). Use of car for private purpose and personal long distance calls shall be billed by the Company tothe appointee.

The terms of appointment and remuneration given herein above be fixed, altered, varied and decreased/increased from time to time by the Board of Directors of Dabur International Ltd. as it may at its discretion deem fit so as not to exceed the limits as stated hereinabove or the limits, if any, imposed by the Government/ Statutory Authority while granting their approval, if applicable, and as may be agreed by the Board of directors of Dabur International Ltd. with Mr. Saket Burman.

Mr Saket Burman draws slary only from Dabur international limited.


for for

for for

mortgage and /or createcharge on all the immovable and movable properties or suchassets of the company for an aggregatenominal value not exceeding `40,00,00,00,000/- (Rupees fourthousand crores only) to secure the Term Loans/ Debentures/ECBs/ together with interest, costs, charges, expenses, andother monies including premium payable

We believe raising funds and creating charge on the asset is in the normal course of business for the company and do not view it as a negative.

Since it is in the best interest of the company we may vote for the same.

Borrowings of the Company upto ` 40,00,00,00,000/- (Rupees four thousand crores only).”



for for charge from the member the fee in advanceequivalent to the estimated actual expenses of deliveryof the documents, pursuant to any request made by theshareholder for delivery of such document to him, through aparticular mode of services mentioned above

As per Companies act 2013, a Company can charge fee for providing any document on request from shareholder. The resolution proposed hereunder specifies the same. Since the proposal is in compliance with the provisions of the Companies act 2013, we may vote for the same.

12/8/2014 Bosch Limited PB Management Proposal for for Alteration of the Objects Clause III (5) of Memorandum of Association of the Company

Company has its presence across automotive technology, industrial technology, consumer goods technology and energy and building technology. It anufactures and trades wide range of products & services encompassing diesel / gasoline fuel injection systems, auto electrical, special purpose machines, packaging machines, power tools, security systems and thermo technology products

The Company is constantly on the lookout for various business opportunities in addition to the existing business for better utilization of its assets and resources. These include expanding the existing product portfolio and exploring newer domains mainly in Energy Building Technology, Consumer Goods Technology and Health Care.

In terms of section 179 of Companies Act, 2013, any new business may be commenced with the approval of Board of Directors of the Company. Hence, it is proposed to amend the object clause of the Memorandum of Association as given in the resolution to empower the Board of Directors of the Company to pursue new business opportunities which can be carried on conveniently with the existing businesses of the Company as and when they deem fit.


30/07/2014 PB Management Proposal for for Tata Steel Limited

Increase in borrowing limits from Rs. 50,000 crores to Rs. 70,000 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

The Company’s strategy and plans include making investments to significantly expand its operations in India, especially through investments in fixed assets for the green-field project in Kalinganagar in Odisha (the “Odisha Project”).

The Company continues to invest in the maintenance, expansion and up-gradation of its steel and mining assets for improving asset quality which would enhance shareholder value in the future.

The Company has utilised its internal accruals towards green-field and brown-field expansion projects and for repayment of its debt obligations. The funding plan also envisages refinancing of debt maturing over the next 2-3 years and rebalancing of the debt profile of the Group.

As on 31st March, 2014, the net-worth of the Company was approximately ` 61,148 crores. It is proposed to increase the borrowing limits to enable the Directors to borrow monies, provided that the total amount so borrowed by the Board shall not at any time exceed ` 70,000 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher. The Company shall ensure that the debt equity ratio of the Company, at all times, will be within prudent limits



for for

for for

Creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings.

The Company proposes fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to create charge/ mortgage/ hypothecation on the Company’s assets, both present and future, in favour of the lenders/ trustees for the holders of debentures/ bonds, to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business). Standard market terms of long term debt finance include conditions whereby lenders/ trustees in certain circumstances (such as non-payment or other events of default) can take over the management of the Company, to recover their dues. It is therefore, necessary to obtain members’ approval by way of a Special Resolution under Section 180 (1) (a) of the Act for creation of charges/mortgages/hypothecations for an amount not exceeding ` 70,000 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher



Further issuance of Securities not exceeding Rs. 14,000 crores

In terms of Sections 41, 42, 62(1)(c) read with Section 71 of the Act, a company making an allotment of its securities to persons other than the existing shareholders of the Company or to employees under an employees’ stock option scheme is required to obtain the approval of the members by way of a Special Resolution for each offer or invitation. However, in accordance with relevant rules under the Act, the Company is permitted to make all offers for issue of non-convertible debentures in a particular year on the basis of a single special resolution which has been approved by the shareholders in that year.

Since is in the normal course of business for the company and do not view it as a negative. We may vote for the same.


for for

Alstom T&D India Limited

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

The Company has earned total revenue Rs 35,670.5 million as on 31st March 2014 as compared to Rs. 31,687.2 million as on 31st March 2013

The Company has incurred total expenses Rs. 33,896.1 million as on 31st March 2014 as compared to Rs 30,631.2 million as on 31st March 2013

Net profit being Rs. 1,170.2 million as on 31st March 2014 as compared to Rs. 841.1 million as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare a dividend of Rs. 1.80 (Rupees One and paise eighty only) equity share for the financial year ended on March 31, 2014.


for for

for for

Appointment of M/s S.N.Dhawan & Co., Chartered Accountants, C37, Connaught Place, NewDelhi – 110 001, Firm Registration No. 000050N as statutory auditors of the Company

The Company proposes to appoint M/s S.N.Dhawan & Co., Chartered Accountants, C37, Connaught Place, New Delhi – 110 001, Firm Registration No. 000050N as statutory auditor of the Company.

As per Companies act 2013, a Company must appoint auditors for a period of five years.

Since appointment is in conformity with provisions of Companies act 2013 we may vote in favor of the same.

Appointment of Mr. Subhashchandra Manilal Momaya (DIN 00017199 ) as an Independent Director

The Board of Directors of the Company at its meeting held on August 19,2013, appointed Mr. Subhashchandra Manilal Momaya, as a Director in the casual vacancy caused due to the resignation of Mr. Michel Serra. Mr. Momaya has also been appointed as Whole-time Director & Chief Financial Officer of the Company with effect from September 1, 2013 for a period of two years. Further, The appointment of Mr. Momaya as Whole-time Director and his remuneration has been approved by the members of the Company at the Extra-ordinary General Meeting held on October 31, 2013.

I n terms of proviso to Section 161(4) of the Companies Act, 2013 (“the Act”), Mr. Momaya holds office as Director only upto the time Mr. Michel Serra would have held the office of Director. Mr. Serra's office was upto the ensuing Annual General Meeting (AGM). Accordingly Mr. Momaya is to be rep.appointed as a Director at the ensuing AGM. Mr. Momaya, continues to be voting Whole-time Director & Chief Financial Officer. The Company has received a notice in writing from a Member, under Section 160 of the Act, signifying the member's intention to propose the name of Mr. Momaya for appointment as a Director, liable to retire by rotation.

Mr. Momaya, aged 58 years, is a Chartered Accountant with 34 years of extensive experience acquired through various positions in Power, Transmission & Distribution and Instrumentation businesses. He has been the working with ALSTOM group since 1987.

He was Chief Financial Officer of ALSTOM India Limited from August 2000 to August 2013, Chief Financial officer to ALSTOM Power Boilers Limited during1998 to 2000 and Chief Financial Manager of ABB Instrumentation Limitedduring 1995 to 1998.


for for Appointment of Mr. Chandan Roy (DIN 00015157) as an Independent Director

Mr. Chandan Roy is a Non – Executive (Independent) Director of the Company. He joined the Board of Directors of the Company in August 6, 2011.

Mr. Chandan Roy, 63, is a graduate in Mechanical Engineering from Nagpur University. He has served in NTPC for 33 years and retired as one of the Board Member - Director (Operations), wherein he was responsible for the operation and maintenance of more than 30,000 MW power station fleet. Under his leadership, the NTPC plant performance levels achieved record breaking plant load factors and plant availability of more than 92%.

Mr. Roy has held other senior management positions in the subsidiary companies and Joint Venture companies of NTPC like, Chairman of Ratnagiri Power Project Limited (earlier known as Dhabol Power Project Limited) and Bhartiya Rail Bijlee Company Limited, Board Member of NTPC Vidyut Vyapar Nigam Limited, Nuclear Power Corporation of India Limited and West Bengal Power Development Corporation Limited.

Mr. Roy has been in the power sector for more than 37 years and has exposure in all facets of Power Sectors, viz, Project Appraisal, Engineering, Contract Management, Construction Project Management, Operation and Maintenance, Regulatory Advocacy, etc.


for for

for for

Approval of the remuneration of Cost Auditors

The Board of Directors of the Company at its meeting held on April 29, 2014, on recommendation of the Audit Committee, has appointed M/s. Shome & Banerjee, Cost Accountants, 5A Nurulla Doctor Lane, 2nd Floor, Kolkata – 700017 and M/s Jugal K Puri & Associates, Cost Accountants, Plot No. 3, Sector22, Gurgaon – 122015 as Cost Auditors of the Company for the financial yearending March 31, 2015 with M/s Shome & Banerjee, Cost Accountants beingthe Lead Cost Auditor.

M/s Shome & Banerjee, Cost Accountants, shall be Cost Auditor of theCompany for manufacturing facilities of the Company at Pallavaram, Hosur,Naini, Vadodara and Padappai, at an aggregate fee of Rs.5,00,000/- (RupeesFive Lac only) plus applicable taxes and out of pocket expenses.M/s Jugal K Puri & Associates, Cost Accountants, shall be Cost Auditors of theCompany for manufacturing facility of the Company at Noida, at a fee of Rs.35,000/- (Rupees Thirty Five Thousand only) plus applicable taxes and out ofpocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013read with Rule 14 of Companies (Audit and Auditors) Rules 2014, theremuneration payable to the Cost Auditors has to be ratified by the members ofthe Company.

since the proposal is in compliance with the provisions of the Companies act 2013, we may vote for the same.

Approval for borrowing Powers



24/07/2014 ITC Limited AGM Management Proposal for for

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for for

To consider and adopt the Accounts of the Company for the financial year ended 31st March, 2014, the BalanceSheet as at that date and the Reports of the Directors and Auditors thereon.




To declare dividend for the financial year ended 31st March, 2014.




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for for

for for

Appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants (Registration No. 302009E) as statutory auditors of the Company

The Company proposes to appoint M/s S.N.Dhawan & Co., Chartered Accountants, C37, Connaught Place, New Delhi – 110 001, Firm Registration No. 000050N as statutory auditor of the Company.



Increase in maximum number of Directors

Section 149 of the Companies Act, 2013 provides that the number of directors of a company shall not exceed fifteen, unless approved by the shareholders by way of special resolution. The Board of Directors of the Company (‘the Board’) at its meeting held on 23rd May, 2014, keeping in view the diversified nature of the Company’s business portfolio and commensurate with its size of operations, was of the view that the Board’s strength be retained at eighteen, the limit stipulated in Article 79 of the Articles of Association of theCompany.

Since it is in compliance with the provisions of Companies act 2013 we may vote for the same.

variationin the terms of remuneration paid or payable to the Wholetime Directors of the Company with effect from1st April, 2013 for the residual period of their respective appointment

The Board of Directors of the Company (‘the Board’) at its meetings held on 26th July, 2013 and 25th October, 2013, on the recommendations of the erstwhile Compensation Committee, approved the following variation in the terms of remuneration paid or payable to the Wholetime Directors of the Company, with effect from 1st April, 2013

since the variation proposed by the Company is commensurate to the nature of business, profitability of the Company, we may vote for the same

for for

for for

re-appointmentof Mr. Nakul Anand as a Director, liable to retire by rotation, and also as a Wholetime Director of the Company,for a period of five years with effect from 3rd January, 2014

Mr. N. Anand (57) Wholetime Director of the Company since 3rd January, 2011, completed his respective term on 2nd January, 2014. The Board of Directors of the Company (‘the Board’) at its meeting held on 25th October, 2013, on the recommendations of the erstwhile Nominations Committee and the Compensation Committee, approved the appointment of Mr. Anand as Additional Directors with effect from 3rd January, 2014, and subject to the approval of the Members, also as Wholetime Directors for a period of five years from 3rd January, 2014


re-appointmentof Mr. Pradeep Vasant Dhobale as a Director, liable to retire by rotation, and also as a Wholetime Director ofthe Company, for a period of five years with effect from 3rd January, 2014

Mr. P. V. Dhobale (58), Wholetime Directors of the Company since 3rd January, 2011, completed its term on 2nd January, 2014. The Board of Directors of the Company (‘the Board’) at its meeting held on 25th October, 2013, on the recommendations of the erstwhile Nominations Committee and the Compensation Committee, approved the appointment of Mr. Dhobale as Additional Director with effect from 3rd January, 2014, and subject to the approval of the Members, also as Wholetime Directors for a period of five years from 3rd January, 2014


for for Appointment of Mr. Shilabhadra Banerjee as an Independent Director

The Board of Directors of the Company (‘the Board’) at its meeting held on 23rd May, 2014, on the recommendation of the Nomination & Compensation Committee, recommended for the approval of the Members, the appointment ofMr. S. Banerjee, DIN: 02922331, as an Independent Director of the Company, in terms of Section 149 read with Schedule IV of the Companies Act, 2013 (‘the Act’), or any amendment thereto or modification thereof, as set out in the Resolution relating to his appointment.

Mr. Banerjee (65), a Masters in History from St. Stephen’s College, Delhi, Post Graduate Diploma holder in Public Administration from the Indian Institute of Public Administration, New Delhi, and an M. Phil in Social Sciences from the University of Panjab, began his career in the Indian Administrative Service in 1971. In a career spanning over 37 years, he has held several eminent positions including that of Joint Secretary in the Ministries of Petroleum & Natural Gas and Urban Development. Mr. Banerjee was Director General (Acquisition) in the Ministry of Defence and retired as Secretary, Ministry of Tourism in October 2008. Mr. Banerjee also served on the Board of the Company from 4th February, 2010 to 26th March, 2014..




for for

for for

Appointment of Mr. Robert Earl Lerwill Director of the Company, liable to retireby rotation, for a period of five years from the date of this Meeting

Mr. R. E. Lerwill (62), DIN: 06739219, on the recommendation of the erstwhile Nominations Committee, was appointed by the Board of Directors of the Company (‘the Board’) at its meeting held on 25th October, 2013, as Additional Non-Executive Director of the Company effective 18th November, 2013, as representative of Tobacco Manufacturers (India) Limited, a subsidiary of British American Tobacco p.l.c., the ultimate holding company, in terms of Section 161 of the Companies Act, 2013 (‘the Act’).




Appointment of Mr. Suryakant Balkrishna Mainak Director of the Company, liable to retireby rotation, for a period of five years from the date of this Meeting

Mr. S. B. Mainak (58), DIN: 02531129, on the recommendation of the Nomination & Compensation Committee, was also appointed by the Board at its meeting held on 25th April, 2014, as Additional Non-Executive Director of theCompany effective 25th April, 2014, as representative of the Life Insurance Corporation of India, in terms of Section 161 of the Act.




for for


Amendment in articles of association

The Companies Act, 2013 (‘the Act’) provides that companies may charge fees from members, beneficial owners, debenture-holders, other security-holders or other persons seeking copies of documents / registers / records kept or maintained by the company as prescribed under the Act or the Rules thereunder, provided charging of such fees is specified in the Articles of Association of the company.

In the context of the above, the Board of Directors of the Company (‘the Board’) at its meeting held on 23rd May, 2014, recommended that a new Article 10A be incorporated in the Articles of Association of the Company which provides for charging of such fees as set out in the Special Resolution. Consent of the Members by way of Special Resolution is required to such alteration of Articles of Association in terms of the provisions of Section 14 of the Act

Since it is in complies with the provisions of the Companies act 2013, we may vote for the same.

Colgate Palmolive Limited

To receive, consider and adopt the Balance Sheetas at March 31, 2014 and the Statement of Profitand Loss for the year ended on that date and theReports of the Directors and the Auditors.




for for

for Against

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

Mr. Niket Ghate is a Bachelor of Law (LLB.) degree holder from the University of Nagpur and is also a member of the Institute of Company Secretaries of India and Chartered Secretaries and Administrators of United Kingdom. Mr. Ghate has 25 years of valuable experience in the streams of Law like Litigation, Contract Negotiations, Corporate Governance, Mergers & Acquisitions and Taxation. He is currently heading the legal function of the Company as the Vice- President – Legal & Company Secretary. Mr. Ghate is also the Compliance Officer of the Company

Mr. Ghate was appointed as Whole time Director w.e.f 01/10/2011.

As per the new Companies act ,2013 Mr. Ghate is a Key Managerial Personnel.


Appointment of M/s. Price Waterhouse,Chartered Accountants (Firm RegistrationNumber 301112E) as statutory auditors of the Company

The Company proposes to appoint M/s. Price Waterhouse, Chartered Accountants (Firm Registration Number 301112E) as statutory auditor of the Company.


Since appointment is not in conformity with provisions of Companies act 2013 we may not vote in favor of the same.

for for M/s. N. I. Mehta & Co. a firm of Cost Accountants(Firm Registration Number 000023) and the CostAuditors of the Company on a remuneration amounting to Rs 6,90,000/- (Rupees Six Lacs Ninety Thousandonly) plus out of pocket expenses and applicableservice tax, if any

M/s. N. I. Mehta & Co., a firm of Cost Accountants, were appointed by the Board of Directors of the Company at their meeting held on March 27, 2014 to act as the Cost Auditors of the Company to conduct the audit of the cost accounts maintained by the Company in respect of Cosmetics and Toiletries for the Financial Year 2014-15. As per Section 148 of the Act, read with Companies (Audit and Auditors) Rules 2014, the remuneration of the Cost Auditors should be approved by the members of the Company. Accordingly, based on the level of expertise and the scope of work, your Board has recommended to pay a remuneration of ` 6,90,000/- (Rupees Six Lacs Ninety Thousand only) plus out of pocket expenses and applicable service tax, if any, to the Cost Auditors for the Financial Year 2014-15.


for for Appointment of Mr. R. A. Shah (DIN 00009851)as an Independent Director

Pursuant to the provisions of Sections 149, 150 and 152 of the Act, the Board of Directors of the Company, subject to approval of members at the general meeting, appoint the existing Non-executive Independent Directors of the Company for a consecutive period of five (5) years on the Board of the Company as Nonexecutive Independent Directors effective July 25, 2014.

Mr. R. A. Shah is a leading Solicitor and a Senior Partner of M/s. Crawford Bayley & Company, a firm of Solicitors and Advocates. He specialises in a broad spectrum of corporate laws in general with special focus on foreign investments, joint ventures, technology & license agreements, mergers & acquisitions etc.

However, Mr Shah holds directorships in more than 10 companies which is not in conformity of the provisions of Companies Act 2013 and Listing agreement.

We may seek clarification from the Company on the steps being taken by the Director in complying with the regulatory prescriptions.




for for Appointment of Mr. P. K. Ghosh (DIN 00385098), as independent director

Mr. P. K. Ghosh is a Chartered Accountant from the Institute of Chartered Accountants of India and a former Managing Director of your Company. Since 1974, he has served the Company in various capacities. He was appointed as the President of the Company in July, 1982 and its Managing Director effective July 1, 1988. He resigned as Managing Director in January, 1993 in order to take a senior position with the Colgate-Palmolive Asia Pacific Division; he retired from that position in 1995. He has continued to serve the Company as a Non-executive Director and Deputy Chairman of the Board. Mr. Ghosh brings to the Board his rich experience and understanding of the consumer product business and the Company stands to benefit significantly from his expertise




for for Appointment of Mr. J. K. Setna (DIN 00007433), as independent director

Mr. J. K. Setna is a Chartered Accountant with a Bachelor’s Degree in Commerce from the University of Mumbai. Mr. Setna joined Ingersoll-Rand (India) Limited (a 74% subsidiary of Ingersoll-Rand Company, the multinational diversified machinery manufacturer of New Jersey, U.S.A.) in 1957 and was appointed Corporate Secretary in 1958. He was elected to the Board of Directors in 1965 and designated as Area Controller, Asia Pacific Region, Ingersoll-Rand International in 1966. Mr. Setna was appointed as the Chairman and President of Ingersoll-Rand (India) Limited in 1968. He retired as President in December 1988 and then as Chairman in September 1993. He joined the Board of Tata Sons Limited in October 1993 and continued as a Director on its Board until his retirement in 2003.




for for Appointment of Mr. V. S. Mehta (DIN 00041197), as independent director

Mr. V. S. Mehta was the Chairman of the Shell Group of Companies in India since 1994 to October 31, 2012. He was serving the Shell Group since 1988. He was also the Shareholders’ representative on the Board of Shell Companies in Saudi Arabia and Middle East during 1988-91 and Managing Director of Shell Marketing and Shell Chemicals Overseas, Cairo, Egypt during 1991-93. Mr. Mehta’s illustrious career began as a Member of the Indian Administrative Service of the Government of India in 1978 and he has since held various prestigious positions. These include advisory positions with world-renowned petroleum companies and the Indian Government’s Ministry of etroleum.

Mr. Mehta completed his Bachelor’s Degree in Mathematics from Delhi University. He also holds a Bachelor’s and Master’s Degree in Politics and Economics from Oxford University and Master’s Degree in Energy Economics szrom Fletchers School of Law and Diplomacy, Tufts University. His brilliance and knowledge, coupled with his deep business perspective will continue to bring added value to the Company.




for for


for for

Appointment of Dr. (Ms.)Indu Shahani (DIN 00112289), as independent director

Dr. (Ms.) Indu Shahani, former Sheriff of Mumbai, is an academician and is currently the principal of H.R. College of Commerce and Economics in Mumbai. She has held this position since 2000. She graduated from Sydenham College, Mumbai and holds a Ph.D. in Commerce from the University of Mumbai. She has been in the teaching profession for last 33 years. Dr. Shahani, being acknowledged worldwide for significant contribution to the field of education and value based leadership; it would be in the interest of the Company to continue to avail services of Dr. Shahani as an Independent Director.




Bajaj Finserv Limited

To receive, consider and adopt the Balance Sheetas at March 31, 2014 and the Statement of Profitand Loss for the year ended on that date and theReports of the Directors and the Auditors.






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for for

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

Rahul Bajaj, Chairman, in the past, was a non-retiring director. However, in terms of the provisions of the Companies Act, 2013, the Board at its meeting held on 27 March 2014 categorised him as a director liable to retire by rotation and he is now due for reappointment at this annual general meeting. Being eligible, he offers himself for re-appointment.

Rahul Bajaj, (b. June 10, 1938), holds an Honours Degree in Economics from Delhi University, a degree in Law from Bombay University and MBA from Harvard Business School, USA. He has been associated with the Company as its Chairman since inception. He is the Chairman of the board of many companies. He was elected to the Upper House of Parliament (Rajya Sabha) in June 2006.


Appointment of Dalal & Shah, Chartered Accountants (Firm Registration No. 102021W), be andare hereby appointed as Auditors of the Company to hold office from the conclusion of this annual general meeting until theconclusion of the 72nd annual general meeting of the Company, subject to ratification by shareholders at each annual generalmeeting to be held hereafter, on a remuneration of H 550,000



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Appointment of Dr. Gita Piramal as an independent director

Dr. Gita Piramal (DIN 01080602) was appointed by the Board of Directors of the Company as an Additional Director on 27 March 2014. She holds office until the ensuing annual general meeting under section 161(1) of the Companies Act, 2013.

Dr. Gita Piramal, (b. September 4, 1954), is currently engaged in academic research at the University of Oxford. An entrepreneur and businesswoman, author and journalist, she has a PhD in business history from Bombay University. For two decades, she contributed to several Piramal family companies in India in various positions. She launched a publishing company and a real estate company. In 2012, she retired and gave up board responsibilities and management roles. An award-winning author, she has written best seller books, cases studies, articles in international and Indian publications and commissioned and edited over 1,000 articles for The Smart Manager. She has also scripted, edited, featured and anchored television documentaries for international and Indian channels. She conceptualised and created content for three best-selling, award-winning programmes for CNBC-TV18. She is associated with several trade and industry organisations, non-profit organisations and educational institutions




S H Khan, (b. July 1, 1938), is the former Chairman and Managing Director of Industrial Development Bank of India (IDBI). He holds a Master’s Degree in Commerce and is a university Gold Medalist. His professional career spanning over 37 years includes initial five years with the Reserve Bank of India (RBI) and the remaining with IDBI, which he served in various positions, including as its Chairman and Managing Director for five years. By virtue of his association with IDBI, he possesses deep knowledge of Indian industry and finance. During his tenure as Chairman, IDBI recorded impressive growth in its operations and profits. He was instrumental in setting up a commercial bank (IDBI Bank Ltd.)with which IDBI got later merged. He was also associated with the promotion of institutions like National Stock Exchange ofIndia Ltd., National Securities Depository Ltd. and Credit Analysis and Research Ltd. and guided their operations as their non-executive Chairman in the initial years.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

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for for



Nanoo Pamnani, (b. February 26, 1945) is B A (Hons) from Bombay University (stood first in the University in Economics Major) and B Sc (Economics) from London School of Economics (Majored in Economics and Econometrics).


Appointment of Naresh Chandra as an independent director




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25/07/2014 Infosys Limited AGM Management Proposal for for



Indian Institution of Industrial Engineering (AMIIIE). He attended the advanced management programme at the European Institute of Business Administration (INSEAD) at Fountainbleu, France in 1990. He pursued his career as an Industrial Engineer for about 8 years before joining erstwhile ICICI Ltd. (since merged withICICI Bank Ltd.) in 1970. After wide ranging responsibilities in different locations, he reached the position of Deputy Managing Director. He subsequently took over as the Vice Chairman and Managing Director of SCICI Ltd. in August 1996. With the merger of SCICI Ltd. with ICICI Ltd., he moved to Infrastructure Development Finance Co. Ltd. (IDFC) as its first Managing Director, which he served till his superannuation in January 2000. He has served with distinction on the boards of many leading companies, including Bajaj Auto Ltd., Ashok Leyland, MICO, Wipro and Bharat Forge.


Appointment of Dr. Vishal Sikka asMD & CEO

Dr. Sikka was appointed as Additional Director by the Board in the meeting held on June 14, 2014. It is proposed to appoint him as MD & cEO for a period of five years.

Dr. Vishal Sikka was a member of the Executive Board of SAP AG, leading all products and driving innovation globally. He has worked closely with leaders of global companies in building breakthrough business solutions. At SAP, he was responsible for all products, from traditional and cloud-based applications to technology and platform products including HANA, analytics, mobile and middleware. In addition, Dr. Sikka led multiple initiatives to accelerate innovation and research at SAP. He holds a Ph.D. in computer science from Stanford University, USA.


for for Appointment of Shri K V Kamath as independent Director.

Shri K Vaman Kamath is the Lead Independent Director of Infosys Limited and non-executive Chairman of the Board of Directors of ICICI Bank. He has a degree in mechanical engineering and did his management studies at the Indian Institute of Management, Ahmedabad.Kamath started his career in 1971 at ICICI, an Indian financial institution that founded ICICI Bank and merged with it in 2002. In 1988, he moved to the Asian Development Bank and spent several years in South-East Asia before returning to ICICI as its Managing Director and CEO in 1996. Under his leadership, the ICICI Group transformed itself into a diversified, technology-driven financial services group that has leadership positions across banking, insurance and asset management in India, and an international presence. He retired as the Managing Director and CEO in April 2009, and took up his present position as the non-executive Chairman.Kamath joined the Board of Infosys in May 2009 and took over as Chairman of the Board in August 2011. He stepped down from his position as Chairman of the Board in June 2013 and took up the position of Lead Independent Director thereafter.Kamath was conferred with the Padma Bhushan, one of India’s highest civilian honors, in 2008. He has received widespread recognition internationally and in India, including being named “Businessman of the Year” by Forbes Asia and “Business Leader of the Year” by The Economic Times, India, in 2007 and CNBC’s “Asian Business Leader of the Year” in 2001.Kamath was the President of the Confederation of Indian Industry from 2008 to 2009. He is also an independent Director on the Board of Directors of Schlumberger Limited and Chairman of the Society and Board of Governors of the Indian Institute of Management Indore. He has been a co-chair of the World Economic Forum's Annual Meeting in DavosSince his appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

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20/07/2014 Wipro Limited AGM Management Proposal for for

Appointment of R. Seshayee as Independent Director

A Chartered Accountant by profession, R. Seshasayee started his career with Hindustan Lever Limited in 1971. He joined Ashok Leyland Ltd. in 1976 and was appointed as Executive Director in 1983, Deputy Managing Director in 1993 and elevated as Managing Director in April 1998. He is presently the Executive Vice Chairman.At the helm, Seshasayee has spearheaded the growth and development of Ashok Leyland into a globally competitive manufacturer of commercial vehicles. The company has one the most comprehensive product portfolios in the medium and heavy commercial vehicle segment besides being a leader in defense vehicles and power solutions. Under Seshasayee's leadership, Ashok Leyland has maintained and vastly improved its unbroken track record of profitability.As the Chairman of IndusInd Bank since 2007, Seshasayee has been playing a pivotal role in its transformation into a successful enterprise. On the National Council of Confederation of Indian Industry (CII) for over twenty years, he was the National President of CII during 2006-2007. He was also the President of Society of Indian Automobile Manufacturers, the apex body representing automobile industry in India during 2001-2003.Seshasayee has served on several government committees, including the JJ Irani Committee on Company Law. He is a member of the Board of Trade, an advisory body on policies relating to trade and commerce. He has been a member of several government delegations including Doha Ministerial Round of World Trade Organization (WTO) in 2001 and the Hong Kong Ministerial in 2005.He was the Chairman of the Board of Governors of National Institute of Technology Tiruchirapalli (NITT) and is presently Chairman of Indian Institute of Information Technology Design and Manufacturing (IIITD&M), Kancheepuram. Seshasayee has been a part of several professional committees such as the Accounting Standards Board and the Research Committees of the Institute of Chartered Accountants of India.Seshasayee was also a director on the Boards of various companies, including ICICI Bank, E.I.D Parry (India) Ltd., etc. He is also associated with several charitable, educational, cultural and social welfare organizations, including the Cancer Institute, Chennai.

To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2014, the Reports of the Directors and Auditors thereon

The Company has earned total revenue Rs 403,684 millions as on 31st March 2014 as compared to Rs 345,518 millions as on 31st March 2013

The Company has incurred total expenses Rs. 307,602 millions as on 31st March 2014 as compared to Rs 273,467 millions as on 31st March 2013

Net profit being Rs 73,874 Millions as on 31st March 2014 as compared to Rs. 56,502 million as on 31st March 2013 .


for for

for for

To confirm the payment of Interim Dividend of Rs.3 per equity share and to declare a Final Dividend Rs.5 per equity share.


To appoint a Director in place of Mr T K Kurien ( DIN 03009368) , who retires by rotation and being eligible, offers himself for reappointment.

T K Kurien (TK) is the Chief Executive Officer and Member of the Board, Wipro Limited. TK is also a member of the Wipro Corporate Executive Council.With over 27 years of global diversified experience, which includes the 10-years he has been with Wipro, TK has been instrumental in building and scaling many of Wipro's businesses successfully. He has a track record for customer centricity, passion for excellence and rigor in execution. He has proven to be a transformational leader and has been instrumental in turning around the various businesses that he has spearheaded within Wipro including the BPO, Media, Telecom and Consulting businesses. TK is also credited with building global leadership for some of Wipro's business units he led across the world.Prior to taking over the role as CEO of the IT business, in Feb 2011, TK was President of Wipro's recently launched Eco Energy business. In June 2008, he took on the responsibility of heading Wipro's Consulting arm, WCS (Wipro Consulting Services), and spearheaded its growth, establishing it as a distinct offering by Wipro. From 2004 to 2008, TK headed Wipro BPO, during which time he turned the business around to achieve market leadership, best-in-class profitability and revenue growth. He was awarded the Global BPO Industry Leader award by IQPC (International Quality & Productivity Center) in 2007 for the exceptional performance of Wipro BPO. In February 2003, he became the Chief Executive of Wipro's Healthcare & Life Sciences, the new business segment of Wipro Ltd. formed in April 2002 to address the market opportunities in Healthcare and Life Science IT. In his early years at Wipro, TK started the Telecom Internet Service Provider business for which he managed to create a significant impact by accelerating revenue growth.Before joining Wipro, TK served as the Managing Director of GE X Ray from October 1997 to January 2000 and prior to that was the CFO of GE Medical Systems (South Asia).TK is a Chartered Accountant by qualification. He spends his spare time reading books on history and strategy.

Since his appointment is in compliance with provisions of Companies act 2013 and beneficial for the Company we may vote for the same.

for for Appointment of M/s. BSR & Co LLP (Registration Number 101248W , be andare hereby appointed as Auditors of the Company to hold office from the conclusion of this annual general meeting until theconclusion of the 72nd annual general meeting of the Company, subject to ratification by shareholders at each annual generalmeeting to be held hereafter, on a remuneration of H 550,000

It is proposed to appoint M/s. BSR & Co LLP (Registration Number 101248W , as Statutory Auditors of the Company.

M/s. BSR & Co. (Registration Number 101248W with the Institute of Chartered Accountants of India), Chartered Accountants, were appointed as the statutory auditors of the Company for the financial year 2013-14 at the Annual General Meeting held on July 25, 2013. M/s. BSR & Co. converted itself into a Limited Liability Partnership (LLP) and is now known as M/s. BSR & Co. LLP. In terms of the General Circular No.9/2013 dated April 30, 2013, issued by the Ministry of Corporate Affairs, Government of India, upon such conversion, such LLP will be deemed to be an auditor of the said Company. The Audit Committee and the Board of Directors of the Company have taken note of this change and accordingly, the audit of the Company for financial year 2013-14 was conducted by M/s. BSR & Co. LLP. M/s. BSR & Co. LLP is proposed to be re-appointed for one year.


for for Appointment of Mr Vyomesh Joshi (DIN 06404484) as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. The Board of Directors of the Company have decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement

Mr. Vyomesh Joshi joined the Wipro Board of Directors in October 2012. Currently, he is also a member of Dean's Advisory Council at The Rady School of Management, University of California, San Diego.Prior to joining Wipro, Mr. Joshi served as the Executive Vice President of Hewlett-Packard's Imaging and Printing Group. He joined Hewlett-Packard as a Research & Development engineer and held various management positions in his 32-year career with the group. Mr. Joshi was also on the Board of Yahoo! for 7 years until 2012. Mr. Joshi has featured in Fortune's diversity list of most influential people in 2005. He holds a master's degree in electrical engineering from the Ohio State University.




for for Appointment of Mr N Vaghul (DIN 00002014) as an Independent Director


Mr. Vaghul has served as a director on our Board since June 1997. He is the Chairman of our Audit, Risk and Compliance Committee, a member of the Board Governance & Nomination Committee and a member of the Compensation Committee. He was the Chairman of the Board of ICICI Bank Limited from September 1985 to April 2009. Mr. Vaghul is also on the Boards of Mahindra and Mahindra Ltd., Mahindra World City Developers Limited, Piramal Healthcare Limited, and Apollo Hospitals Enterprise Limited. Mr. Vaghul is on the boards of Hemogenomics Pvt. Ltd., Universal Trustees Pvt. Ltd., and IKP Trusteeship Services Limited. Mr. Vaghul is the Chairman of the Compensation Committee of Mahindra and Mahindra Limited and Piramal Healthcare Limited. Mr. Vaghul is also a member of the Audit Committee in Nicholas Piramal India Limited. Mr. Vaghul is a member of the Remuneration Committee of Mahindra World City Developers Limited and Apollo Hospitals Enterprise Limited. Mr. Vaghul is also the lead independent director of our Company. Mr. Vaghul holds Bachelor (Honors) degree in Commerce from Madras University. Mr. Vaghul was the recipient of the Padma Bhushan award by the Government of India in 2010. Mr. Vaghul also received the Economic Times Lifetime Achievement Award.As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


for for Appointment of Dr Ashok S Ganguly (DIN 00010812) as an Independent Director


Dr. Ganguly has served as a director on our Board since 1999. He is the Chairman of our Board Governance & Nomination Committee and Compensation Committee. He is currently the Chairman of ABP Pvt. Ltd (Ananda Bazar Patrika Group). Dr. Ganguly also currently serves as a non-executive director of Mahindra & Mahindra Limited and Dr. Reddy Laboratories Limited. Dr. Ganguly is on the advisory board of Diageo India Private Limited. Dr. Ganguly is the chairman of Research and Development Committee of Mahindra and Mahindra Ltd, Member of Nomination, Governance & Compensation Committee and Chairman of Science, Technology & Operations Committee of Dr. Reddy's Laboratories Ltd. He is a member of the Prime Minister's Council on Trade and Industry and the India-USA CEO Council, established by the Prime Minister of India and the President of the USA. Dr. Ganguly is a Rajya Sabha Member. He is a former member of the Board of British Airways Plc (1996-2005) and Unilever Plc/NV (1990-97) and a Chairman of Hindustan Unilever Limited (1980-90). Dr. Ganguly was on the Central Board of Directors of the Reserve Bank of India (2000-2009). In 2006, Dr. Ganguly was awarded the CBE (Hon) by the United Kingdom. In 2008, Dr. Ganguly received the Economic Times Lifetime Achievement Award. Dr. Ganguly received the Padma Bhushan award by the Government of India in January 1987 and the Padma Vibhushan award in January 2009.


for for Appointment of Dr Jagdish N Sheth (DIN 00332717) as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. The Board of Directors of the Company have decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

Dr. Sheth has served as a director on our Board since January 1999. Dr. Sheth has been a professor at Emory University since July 1991. Previously, Dr. Sheth served on the faculty of Columbia University, Massachusetts Institute of Technology, the University of Illinois, and the University of Southern California. Dr. Sheth also serves on the board of Manipal Acunova Ltd. Dr. Sheth holds a B.Com (Honors) from Madras University, a M.B.A. and a Ph.D in Behavioral Sciences from the University of Pittsburgh. Dr. Sheth is also the Chairman of Academy of Indian Marketing Professionals.




for for Appointment of Mr William Arthur Owens (DIN 00422976) as an Independent Director


Mr. Owens has served as a director on our Board since July 1, 2006. He is also a member of the Board Governance and Nomination Committee. He has held a number of senior leadership positions at large multinational corporations. From April 2004 to November 2005, Mr. Owens served as Chief Executive Officer and Vice Chairman of the Board of Directors of Nortel Networks Corporation, a networking communications company. From August 1998 to April 2004, Mr. Owens served as Chairman of the Board of Directors and Chief Executive Officer of Teledesic LLC, a satellite communications company. From June 1996 to August 1998, Mr. Owens served as President, Chief Operating Officer and Vice Chairman of the Board of Directors of Science Applications International Corporation (SAIC), a research and engineering firm. Presently, Mr. Owens serves as a member of the Board of Directors of Polycom Inc., Intelius, Flow Mobile, Prometheus, and Chairman of Century Link Inc., a communications company. Mr. Owens holds an M.B.A. (Honors) degree from George Washington University, a B.S. in Mathematics from the U.S. Naval Academy and a B.A. and M.A. in Politics, Philosophy and Economics from Oxford University.



for for Appointment of Mr M K Sharma (DIN 00327684), as an Independent Director


Mr. Sharma became a director of the Company on July 1, 2011. He is a member of our Audit, Risk and Compliance Committee. He served as Vice Chairman of Hindustan Unilever Limited from 2000 to 2007. He served as a whole-time director of Hindustan Unilever Limited from 1995 to 2000. He is currently on the boards of ICICI Lombard General Insurance Co. Limited, Fulford India Limited (Indian affiliate of MSD), Thomas Cook (India) Limited, Birla Corporation Limited, KEC International Limited and The Andhra Pradesh Paper Mills Limited. Mr.Sharma is a member of the Audit Committee of Fulford (India) Limited and Thomas Cook (India) Limited. Mr.Sharma is the Chairman of Remuneration Committee of Fulford (India) Limited. Mr. Sharma is a member the Shareholder's Grievance Committee of Thomas Cook (India) Limited. Mr. Sharma is the Chairman of the Board Governance and Nomination Committee, Compensation Committee of ICICI Lombard General Insurance Co. Limited.



Since appointment is in compliance with provisions of Companies act 2013 we

for for Appointment of Ms Ireena Vittal (DIN 05195656),), as an Independent Director


Ireena Vittal, an acclaimed strategic consultant on emerging markets, agriculture and urban development joined the Wipro Board of Directors in October 2013. Ms Vittal, a former partner with McKinsey & Co, serves as an independent member on the Board and brings with her over two decades of experience as a recognized thought leader to consumer facing companies looking to build large scale, profitable businesses in emerging markets.She was a founding member of the economic development practice and the global emerging markets practice at McKinsey and has worked with governments and public institutions to design and implement solutions for inclusive urban development and sustainable rural growth in India.Ireena has published several reports including How Half the World Shops (a unique, 9-year view of shoppers across the BRICS); The Great Indian Bazaar (the story of Indian retail), and Building a Billion Dollar Business in India & China (on how to create winning, scalable business models). She has co-authored the McKinsey Global Institute report on Indian urbanization (India’s Urban Awakening: Building Inclusive Cities, Sustaining Economic Growth), the first integrated report on Indian agriculture (FAIDA) and on building rural infrastructure & services (Bharat Nirman).She has a graduate degree in Electronics and has completed her Masters in Business Administration from the Indian Institute of Management, Calcutta.

As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall

for for

for for

To consider adoption of newly substituted Articles of Association of the Company containing regulations in line with the Companies Act, 2013,

The Articles of Association of the Company as currently in force was originally adopted when the Company was incorporated under the Companies Act, 1913 and further amendments were adopted pursuant to the provisions under the Companies Act, 1956, from time to time, over the past several years. The references to specific sections of the Companies Act, 1956 in the existing Articles of Association may no longer be in conformity with the Companies Act, 2013. Considering that substantive sections of the Companies Act which deal with the general working of the companies stand notified, it is proposed to amend the existing Articles of Association to align it with the provisions of Companies Act, 2013 including the Rules framed thereunder and adoption of specific sections from Table “F” to Schedule I to the Companies Act, 2013 which sets out the model articles of association for a company limited by shares.

Since it is in compliance we may vote for the same.

To approve payment of remuneration to non-executive directors

The members of the Company at their Annual General Meeting held on July 19, 2011, approved by way of a Special Resolution under Section 309(7) of the Companies Act, 1956, the payment of remuneration by way of commission to the Non-Executive Directors of the Company, of a sum not exceeding 1% per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956 for a period of five years commencing from April 1, 2012. In view of Sections 149, 197 and any other relevant provisions of the Companies Act, 2013 coming into effect from April 1, 2014, it is proposed that the Directors other than Managing Director and the Whole-time Directors be paid remuneration by way of commission, either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other and subject to an individual limit for each of the Non-Executive Directors, in addition to sitting fees for attending the meetings of the Board of Directors or Committees thereof, reimbursement of expenses for participation in the Board and other meetings, as the Board of Directors may from time to time, determine, to any one or more or all of the existing Non-Executive Directors or Non-Executive Directors to be appointed in future,.

Since it is in compliance we may vote for the same.

for for


To consider approval for amendments to Wipro Employee Restricted Stock Unit Plan 2004 (“RSU Plan 2004”), Wipro Employee Restricted Stock Unit Plan 2005 (“RSU Plan 2005”), Wipro Employee Restricted Stock Unit Plan 2007 (“RSU Plan 2007”) and Wipro Equity Reward Trust Employee Stock Purchase Plan 2013 (WERT ESPS 2013) and to Wipro Equity Reward Trust (WERT)

Wipro Equity Reward Trust (WERT) is an ESOP Trust and is currently holding 14.8 mn shares (about 0.60%) of the Company’s paid up capital. Though Company has granted shares from WERT in the past, Company did not grant shares from WERT in the last seven years.Apart from WERT, Company has framed several RSU Esop schemes for its employees namely RSU Plan 2004, RSU Plan 2005, ADS RSU plan 2004 and RSU plan 2007. Under these Plans, shares are allotted by the Company upon exercise of vested stock options by eligible employees. In terms of the Listing Agreement and as per SEBI (ESOP and ESPS Scheme) Guidelines, 1999, necessary approvals under Schedule V have also been obtained from the stock exchanges for these Plans.Currently while the Company has equity shares lying in WERT, the Company is not in a position to utilize those equity shares for exercises done by employees for grants made under various RSU ESOP plans. In order to utilize the equity shares lying with WERT, it is proposed to transfer equity shares to employees directly from WERT (upon exercise by employees of vested options under our existing RSU Esop plans) instead of fresh issuance of shares by the Company. However, this will not be applicable for options granted under ADS RSU Plan. Accounting treatment for RSU ESOPs will remain unchanged as at present.To enable such transfer of equity shares to employees directly from WERT, it is proposed to seek approval of members for necessary amendments to existing RSU Plans, WERT Employee Stock Purchase Plan 2013, and Wipro Equity Reward Trust by way of a Special Resolution set out at item No.15 of the Notice.The above changes will be applicable to all the employees including the employees of the subsidiaries/holding companies and to employees who may be granted RSUs equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of RSUs who will also be covered by these RSU Plans of the Company. All other terms and conditions of these RSU Plans shall remain unchanged.

Since the amendment is beneficial to employees , we may vote for the same

Sundaram Finance Limited

“RESOLVED that the Audited Statements of Accounts of the Company for the year ended 31st March 2014 and the Directors’ and Auditors’ Reports thereon, be and are hereby approved and adopted.”

The Company has earned total revenue Rs 2313,91.19 Lacs as on 31st March 2014 as compared to Rs 2131,78.01 Lacs as on 31st March 2013




for for

for for

for for

To confirm the payment of a dividend of Rs.10/- per share (100% on the face value of Rs.10/-), .


To appoint a Director in place of Sri S Ravindran (holding DIN:00045076) , who retires by rotation and being eligible, offers himself for reappointment.

Sri S Ravindran Has diverse experience in various positions in Auto-ancillary industry, educational printing, publishing and distribution industry and health care industry in India and abroad for over 35 years. And holds B.Com., A.C.A


To appoint a Director in place of Sri Harsha Viji (holding DIN:00602484) , who retires by rotation and being eligible, offers himself for reappointment.

Sri Harsha Viji (holding DIN:00602484) has nearly 12 years of experience in strategy formulation, joint venture negotiations and new business development and holds qualification of B.Com., ACA, MBA (Ann Arbor, Michigan)


for for

for for

Appointment of Messrs. Brahmayya & Company, Chartered Accountants, Chennai, (Registration No.000511S), , be andare hereby appointed as Auditors of the Company

It is proposed to appoint Messrs. Brahmayya & Company, Chartered Accountants , as Statutory Auditors of the Company.


Appointment of Sri N Venkataramani (holding DIN 00001639) as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. Sri N Venkataramani is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in September 2010.

Has in-depth knowledge of the finer nuances of finance management / operation of corporates.

He holds the following degreesB. Sc (Hons) MathsB. Sc (Hons) EngineeringUniversity of LondonM. Sc (Engg.), Univ. of LondonFellow of the Institution of Mech. Engg., U.K.




for for Appointment of Ms Shobhana Ramachandhran (holding DIN:00273837) as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. Ms Shobhana Ramachandhran, aged 54 years, was co-opted as a Non-Executive Independent Director of your Company with effect from 27.01.2014.As Managing Director of TVS Srichakra Ltd, she has shaped and built a dynamic automotive business overseeing two manufacturing facilities at Madurai & Rudrapur. She also serves as a Director in the board of many companies. Her contribution over the past 27 years makes her a leading voice in the automotive industry and she actively parts with her insights and inputs across different industry associations bodies in the automotive sector.

Post Graduate in English Literature with Intermediate qualification in Company SecretaryshipThe position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.


for for

for for

Appointment of Sri S Mahalingam (holding DIN: 00121727) as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. Sri S Mahalingam, aged 65 years, was co-opted as a Non-Executive Independent Director of your Company with effect from 26.05.2014.Sri S Mahakingam has Expertise in specific functional areas such as as Finance, IT and General Management and holds Bachelor’s degree in Commerce (Honours), ACA




Appointment of Sri A N Raju (holding DIN:00036201), Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. At the Board Meeting held on 26.05.2014, Sri A N Raju, Executive Director of your Company, has been co-opted as an Additional Director and appointed as Director (Operations) for a period of 5 years with effect from 01.06.2014 on a salary of Rs.2,50,000/- per month in the scale of Rs.2,50,000/- to Rs.4,50,000/- together with allowances and commission as mentioned in the resolution. The perquisites provided to Sri A N Raju are detailed in the annexure to this statement. His particulars are annexed to the notice. Under Section 161 of the Companies Act, 2013, he holds office as Additional Director up to the date of the Annual General Meeting. Notice has been received from a member intimating the member’s intention to propose the appointment of Sri A N Raju as a Director at the ensuing Annual General Meeting.


25/07/2014 IDFC Ltd. AGM Management Proposal for for

for for

To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014, including the audited Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

The Company has earned total revenue Rs 8,789.99 crore as on 31st March 2014 as compared to Rs 8,148.42 crore as on 31st March 2013

The Company has incurred total expenses Rs. 6,227.34 crore as on 31st March 2014 as compared to Rs 5,554.86 crore as on 31st March 2013

Net profit being Rs. 1,824.19 crore as on 31st March 2014 as compared to Rs. 1,842.43 crore as on 31st March 2013 .




for for

for for

To appoint a Director in place of Mr. Joseph Dominic Silva (DIN - 06388807), who retires by rotation and being eligible, offers himself for reappointment.

Mr. Joseph Silva is a Non-Independent, Non-Executive Director on the Board of IDFC. Mr. Silva is currently Executive Director (Investments) of Khazanah Nasional Berhad and also serves as a Director on the Boards of CIMB Bank Berhad, PT Bank CIMB Niaga Tbk, ASTRO Holdings Sdn Bhd, Iskandar Malaysia Studios Snd Bhn, among others. Mr. Silva has 18 years of experience in the banking sector with extensive regional and international exposure. Before joining Khazanah, Mr. Silva spent 18 years in the banking sector, 12 of which were with ABN AMRO Bank in regional and international roles where he looked after relationship management, structured finance, capital markets, risk and portfolio management and strategic business development. Earlier, he worked with a major Japanese financial group in Asia within the Corporate Finance division. Mr. Silva is a finance graduate from the University of Wales and has completed the Senior Management Program at Henley Management College, UK. He is a director of the Company since October 26, 2012


Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants , , be andare hereby appointed as Auditors of the Company

It is proposed to appoint Deloitte Haskins & Sells LLP, Chartered Accountants , , as Statutory Auditors of the Company.

Deloitte Haskins & Sells LLP, Chartered Accountants (“DHS”) are currently the Statutory Auditors of the Company. They have been the auditors of the Company since FY08 and have completed a period of 7 years till date. Prior to this, S. B. Billimoria & Co. (“SBB”), who were associated with DHS, were the Statutory Auditors of the Company since inception.

As per the provisions of Section 139 of the Companies Act, 2013, no listed company can appoint or reappoint an audit firm as auditor for more than two terms of five consecutive years. However, a period of three years has been given under the Companies Act, 2013 to comply with the said requirement.

Since, SBB and DHS have been Statutory Auditors of the Company for an aggregate period of more than 10 years, the Company would be required to appoint an audit firm other than DHS within a period of next 3 yearsSince appointment is in compliance with provisions of Companies act 2013 we may vote for the same.

for for Appointment of Mr. S. H. Khan as an Independent Director\

Section 149 of the Companies Act, 2013 requires every listed company to have at least one-third of the total number of directors as Independent Directors (“IDs”). Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 3, 2014 appointed Mr. S. H. Khan (Date of Appointment as ID - February 11, 1998)

Mr. S. H. Khan is an Independent Director on the Board of IDFC. He is the former Chairman and Managing Director of Industrial Development Bank of India (IDBI). Mr. Khan was associated for over 2 decades in senior positions with IDBI, which as an apex financial institution of the country had the responsibility for promotion, development and financing of Indian Industry. This gave him a unique opportunity to acquire deep knowledge of the state of affairs of major industrial undertakings of the country and the issues associated with the development and financing of Indian Industry.

He was associated with the promotion of several capital market institutions, including NSE, NSDL and CARE and guided their operations as Chairman in the initial years of their existence.

Mr. Khan has served as a Director on the Boards of several national financial institutions like LIC, GIC, UTI, IFCI, EXIM Bank and SIDBI.

He holds a Master’s Degree in Commerce and is an alumnus of International Management Development Institute, Lausanne.




for for Appointment of Mr. Gautam Kaji as an Independent Director

Section 149 of the Companies Act, 2013 requires every listed company to have at least one-third of the total number of directors as Independent Directors (“IDs”). Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 3, 2014 appointed Mr. Gautam Kaji (Date of Appointment as ID - July 22, 1998)

Mr. Gautam Kaji is an Independent Director on the Board of IDFC. In a career spanning almost 30 years in economic and development policy formulation and implementation with the World Bank, Mr. Kaji played a key role in helping the institution meet the development needs of its more than 180 member nations. In the process, he earned a worldwide reputation as a leading expert on global economic and financial issues. Earlier, Mr. Kaji served in various senior managerial positions with the Bank - including in Africa, Europe and the Middle East and as Director for Human Resources.

Prior to his appointment as Managing Director in 1994, he was the Bank’s Vice President for Operations in East Asia and the Pacific - a region with which he was closely involved for well over a decade. He is a Member of the Board of several companies, including the Cabot Corp etc.

He has an MBA from the Wharton School of Finance.




for for Appointment of Mr. Donald Peck as an Independent Director

Section 149 of the Companies Act, 2013 requires every listed company to have at least one-third of the total number of directors as Independent Directors (“IDs”). Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 3, 2014 appointed Mr. Donald Peck (Date of Appointment as ID - July 21, 2009)

Investors of the Company. A national of the United Kingdom, Mr. Peck has been a Director / alternate Director since 1999. He is an emerging market economist, business advisor and investor who has spent 30 years in emerging market including 12 years building Venture Capital businesses in India. Mr. Peck has worked for 10 years in the emerging markets investment banking division at Lloyds Bank and Morgan Grenfell and for three years in the capital markets / private equity division at IFC. He has a Doctorate in Economic History from the Oxford University.




for for

for for

Approval of the Borrowing Limits of the Company

The Shareholders of the Company, at the AGM held on June 28, 2010, had approved the proposal to borrow monies up to ` 80,000 crore under the then applicable Section 293(1)(d) of the erstwhile Companies Act, 1956.

As at March 31, 2014, the total borrowings of the Company were Rs. 56,565 crore (including the subordinated debt of Rs. 650 crore).

Under the Companies Act, 2013, Section 180 inter alia deals with powers to borrow funds. While the provisions of Section 293(1)(d) of the erstwhile Companies Act, 1956 required the Companies to pass an Ordinary Resolution for approving the borrowing limits, the provisions of Section 180(1)(c) of the Companies Act, 2013 requires a Special Resolution to be passed for borrowing funds.We believe raising funds is in the normal course of business for the company and do not view it as a negative.


Offer and Issue Non-Convertible Securities under Private Placement

IDFC has been borrowing through issue of Secured Redeemable Non-Convertible Debentures (“NCDs”) and Commercial Papers (“CPs”) on Private Placement (“PP”) basis, from time to time.

in order to augment the business of the Company, it is proposed to take the approval of the Members for borrowing, from time to time, by issuance of Non-Convertible Securities, including but not limited to NCDs and CPs, on PP basis, up to an amount not exceeding ` 80,000 crore (Rupees Eighty Thousand Crore only). The said limit of ` 80,000 crore (Rupees Eighty Thousand Crore only) shall be within the overall borrowing limit.

We believe raising funds is in the normal course of business for the company and do not view it as a negative.Since it is in the best interest of the company we may vote for the same.

for for

for for

Further Issue of Securities

The Reserve Bank of India (“RBI”) introduced the guidelines for licensing of new banks in the Private Sector on February 22, 2013, which inter alia states that the promoters eligible to promote a bank pursuant to the said guidelines should be ‘owned and controlled by residents’.

The Company had filed an application with the RBI on July 1, 2013 seeking banking license as per the aforesaid guidelines. In-principle approval has been received by your Company from RBI on April 9, 2014 for setting up of Bank. During the application made to RBI, as a part of various submissions made to it, your Company had mentioned to RBI that the foreign shareholding in the Company would be diluted to below 50% and your Company would become a company which would be ‘owned and controlled by residents’, in compliance of the above RBI guidelines.

The Shareholders of the Company had passed a Special Resolution by way of Postal Ballot on January 30, 2014 for reduction in the ceiling limit of the aggregate Foreign Shareholding from 54% to 49.90% of the total paid-up equity share capital of the Company, in various stages as and when the actual Foreign Shareholding goes down. As on March 31, 2014, the aggregate Foreign Shareholding in IDFC was approximately 53.69%. To achieve reduction of the Foreign Shareholding below 50%, your Company proposes to offer, issue and allot, in one or more tranches, Securities, through one or more domestic offering(s), including through Further Public Offering (“FPO”) and / or Qualified Institutional Placement (“QIP”), to Qualified Institutional Buyers (“QIBs”) and / or other Indian persons for an amount not exceeding ` 2000 croreSince it is in the best interest of the company we may vote for the same.

Alteration of the Object Clause of Memorandum of Association of the Company

IDFC had filed an application with the Reserve Bank of India (“RBI”) on July 1, 2013 seeking banking license. On April 9, 2014, RBI issued a detailed letter granting its in-principle approval to IDFC to establish a new bank in the private sector under Section 22 of the Banking Regulation Act, 1949, through a subsidiary company, within a period of eighteen months starting from April 9, 2014. The existing Memorandum of Association (“MoA”) of IDFC, being an NBFC, does not contain a specific clause to enable any of its subsidiary to carry out banking business. It is proposed to insert a specific clause in this regard in the MoA of IDFC. Also, the existing Clause 31 of the “OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS” of MoA relating to restructuring / rearrangement would be required to be replaced with a new clause so as to insert few more restructuring options that the Company may opt from time to timeSince it is in the best interest of the company we may vote for the same.


for for

Godrej Consumer Products Limited

To consider and adopt the audited financial statements (both standalone and consolidated) of the Company for the year ended March 31, 2014 which includes the Statement of Profit & Loss and Cash Flow Statement for the year ended March 31, 2014, the Balance Sheet as at that date, the Auditors’ Report thereon and the Directors’ Report;

The Company has earned total revenue Rs 4119.84 crore as on 31st March 2014 as compared to Rs 3631.67 crore as on 31st March 2013

The Company has incurred total expenses Rs. 3406.85 crore as on 31st March 2014 as compared to Rs 2998.71 crore as on 31st March 2013

Net profit being Rs. 564.84 crore as on 31st March 2014 as compared to Rs. 510.94 crore as on 31st March 2013 .




for for

for for

To appoint a Director in place of Ms. Tanya Dubash (DIN: 00026028), who retires by rotation and being eligible, offers herself for re-appointment;

Tanya Dubash is Executive Director and Chief Brand Officer of the Godrej Group and is responsible for reinventing the Godrej Brand and charged with evolving the Group to a more Brand-driven organisation. Tanya is a Director on the Boards of several Godrej Group companies including Godrej Industries Limited, Godrej Consumer Products Limited and Godrej Agrovet Limited. She is also the Chairperson of Godrej Nature’s Basket. She heads the Strategic Marketing Group (SMG) that guides the Godrej Masterbrand and portfolio strategy, and chairs a Marketing Council comprising Group Marketing Heads. Tanya is also on the Boards of the Bharatiya Mahila Bank and AIESEC. She is a Trustee of Brown University and a member of the Brown - India Advisory Council. She was recognised by the World Economic Forum as a Young Global Leader in 2007. She is AB cum laudé, Economics & Political Science, Brown University, USA, and an alumnus of the Harvard Business School.Since his appointment is in compliance with provisions of Companies act 2013 and beneficial for the Company we may vote for the same.

To appoint a Director in place of Mr. Jamshyd Godrej (DIN: 00076250), who retires by rotation and being eligible, offers himself for reappointment;

Jamshyd N. Godrej is the Chairman and Managing Director of Godrej & Boyce Manufacturing Company Limited, the holding company of the Godrej Group. Godrej and Boyce has diverse businesses ranging from refrigerators, washing machines, air conditioners, office and home furniture, security equipment for banks (such as safes, strong room doors, bank lockers, etc.) and for commercial establishments and homes, locks and latches, forklift trucks and warehousing equipment, to process equipment for chemical, petrochemical, refineries and allied industries, precision tools for sheet metal, zinc, aluminium and real estate development. The Godrej group is a leader in home appliances, consumer durables, office equipment, industrial products, consumer products and services. Jamshyd is the Chairman Emeritus of Aspen Institute India. He is the Trustee and President Emeritus of World Wide Fund for Nature - India. He is the Chairperson of the Board of Directors of Shakti Sustainable Energy Foundation and Chairman of India Resources Trust. He is a Director of World Resources Institute, USA, Director of Climate Works Foundation, USA and Director of Global Footprint Network, USA. He is a member of the Toyota Motor Asia Pacific Regional Advisory Committee. He is the Past President of Confederation of Indian Industry and also the Past President of the Indian Machine Tool Manufacturers' Association. Jamshyd is the Chairman of the CII Sohrabji Godrej Green Business Centre. The Centre is housed in a LEED Platinum demonstration building which is the first green building in India and the greenest building in the world at the time when it was rated. The Green Business Centre is a Centre of Excellence for green buildings, energy efficiency, energy conservation, non-conventional energy sources, water policy, water conservation, etc. Jamshyd is an ardent yachting enthusiast and has done extensive cruising along the west coast of India, the Baltic & North Sea, the Atlantic Ocean and in the Mediterranean Sea. For his contribution to Indian industry, Jamshyd has been the recipient of several

for for Appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration No. 104607W , , be andare hereby appointed as Auditors of the Company from the conclusion of this 14th Annual General Meeting (AGM) till the conclusion of the 17th Annual General Meeting to be held in 2017

It is proposed to appoint M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration No. 104607W , , as Statutory Auditors of the Company from the conclusion of this 14th Annual General Meeting (AGM) till the conclusion of the 17th Annual General Meeting to be held in 2017.


for for

for for

Appointment of Mr. Narendra Ambwani as Independent Director

Section 149 of the Companies Act, 2013 requires every listed company to have at least one-third of the total number of directors as Independent Directors (“IDs”). Mr. Narendra Ambwani is a Non Executive (Independent) Director of the Company. He joined the Board of Directors of the Company in the year 2011. He retires by rotation at the ensuing AGM under the provisions of erstwhile Companies Act, 1956. In terms of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Ambwani being eligible and seeking re-appointment, is proposed to be appointed as an Independent Director for a term of five years. A notice has been received from a member along with the deposit of requisite amount under section 160 of the Companies Act, 2013 proposing Mr. Ambwani as a candidate for the office of Director of the Company. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted. The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.


M/s. P. M. Nanabhoy & Co., appointed as Cost Auditors of the Company for FY 2014-15

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company. On the recommendation of the Audit Committee at its meeting held on April 28, 2014, the Board has, considered and approved the appointment of Messrs. P. M. Nanabhoy & Co., Cost Accountants as the cost auditor for the financial year 2014-15 at a remuneration of ` 5.75 lac per annum plus applicable service tax and reimbursement of out of pocket expenses.Since the same is in compliance with provisions of Companies act 2013 we may vote for the same.

for for

25/07/2014 Lupin Limited AGM Management Proposal for for

Payment of Commission on Profits to Non-Executive Directors

The Non-Executive Directors and the Independent Directors of your Company bring with them significant professional expertise and rich experience across a wide spectrum of functional areas such as marketing, technology, corporate strategy, information systems and finance.The Board is of the view that it is necessary that adequate compensation should be given to the Non-Executive Directors and the Independent directors so as to compensate them for their time and efforts and also to retain and attract the pool of talent for the growth and prosperity of the Company.For FY 2014-15, 2015-16 and 2016-17, it is proposed to pay commission on profits at rate not exceeding 1% of the net profits of the Company in any financial year (computed in the manner provided in Section 198 of the Companies Act, 2013) plus service tax at applicable rate subject to a maximum amount of ` 15 lac per annum per director.Since the proposal is in compliance with provisions of Companies act 2013 we may vote for the same.

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

The Company has earned total revenue Rs 114,030.5 million as on 31st March 2014 as compared to Rs 96,691.5 million as on 31st March 2013


Net profit being Rs. 18,363.7 million as on 31st March 2014 as compared to Rs. 13,141.6 million as on 31st March 2013 .


for for

for for

To confirm the payment of interim dividend at Rs. 3/- per equity share and declare final dividend at Rs. 3/- per equity share forthe year ended March 31, 2014.

We propose voting in favor of the resolution to declare dividend on Equity shares for the year ended March 31, 2014 and confirming the interim dividend paid by the Company.

To appoint a director in place of Dr. Kamal K. Sharma, who retires by rotation and being eligible, offers himself, forre-appointment.

Dr. Kamal K. Sharma is a chemical engineer from the Indian Institute of Technology (lIT), Kanpur with a post-graduate diploma in industrial management from the Jamnalal Bajaj Institute of Management Studies, Mumbai and a Ph.D. inEconomics from lIT, Mumbai. He has also completed an advanced management programme from Harvard Business School, Boston. Dr. Sharma has vast industry experience spanning over four decades and has held a range of seniormanagement positions in the fields of projects, operations, corporate development and general management in pharma and chemical industries.The Board at its meeting held on May 8, 2013 elevated him as Vice Chairman w.e.f. September 1, 2013. The members vide Postal Ballot, the result of which was announced on September 27, 2013, approved the terms of appointment ofDr. Sharma as the Vice Chairman

He currently draws remuneration of Rs. 134.70 million which is in compliance.


for Against

for for

To re-appoint auditors to hold office from the conclusion of the Thirty-Second Annual General Meeting till the conclusionof the Thirty-Fourth Annual General Meeting and to fix their remuneration

Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed as Statutory Auditors by the members at the 22nd AGM of the Company held on Thursday, July 29, 2004. They complete two terms of five consecutive years each at the conclusion of this AGM. Based on the recommendation of the Audit Committee and pursuant to the provisions of Section 139(1) of the Act read with Rule 6 ofthe Companies (Audit and Auditors) Rules 2014, the Board of Directors proposes to re-appoint Deloitte Haskins & Sells LLP, as Statutory Auditors of the Company, for a period of two years from the conclusion of the 32nd AGM till the conclusion of the 34th AGM or any adjournment thereof, subject to ratification by the members at the 33rd AGM.

Since appointment is not in compliance with provisions of Companies act 2013 we may vote against the same.

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

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of directors as Independent Directors who are not liable to retire by rotation. The Board of Directors decided to adopt the provisions with respect to appointment of Independent Directors which isconsistent with the Act and Clause 49 of the Listing Agreement. Accordingly, it is proposed to appoint Dr. Vijay Kelkar, Mr. Richard Zahn, Mr. R. A. Shah, Dr. K. U. Mada and Mr. Dileep C. Choksi as Independent Directors for a period of one year from the 32nd AGM till the conclusion of the 33rd AGM pursuant to the provisions of Section 149 read with Schedule IV of the Act.

Dr. Vijay Kelkar is a Ph.D. from the University of California at Berkeley, M.S. from the University of Minnesota and B.S. from Pune University. He held senior positions in the Government of India and was Chairman/Member of severalhigh-powered committees, councils, task forces, working groups, set up by different ministries and departments of the Government of India. Dr. Kelkar had delivered lectures at the Universities of California, Pennsylvania, Vanderbilt,Harvard and Cornell in the US and was visiting Professor at the South Asia Institute, Heidelberg University, West Germany and Center for Economic Development and Administration, Government of Nepal. He was a senior faculty member of the Administrative Staff College of India, Hyderabad and Instructor- Microeconomics, University of California, U.S.A. Dr. Kelkar has authored many books, publications and journals on micro and macroeconomics, reforms of union public sector, emerging challenges and on trade policies. In 2011, Dr. Kelkar was conferred ‘Padma Vibhushan’ for his distinguished and exemplary service to the nation.



for for Appointment of Mr. Richard Zahn as an Independent Director of the Company:


Mr. Richard Zahn is a B. S. (Business Administration) with Honors, Kansas State Teachers College, Kansas. He has completed Executive Education with Amos Tuck School, Dartmouth University, Harvard/MIT Program on Negotiation, The Wharton School, University of Pennsylvania, National Association of Corporate Directors - Certificate of Director Education. Mr. Zahn has also completed program in Executive Leadership, Cornell University.

Mr. Richard is the Managing Partner of HMJ Global Partners, a corporate governance and not-for-profit public policy advisory group. With more than 30 years of experience in the biotechnology and pharmaceutical industries, he is anestablished leader and strategist in healthcare research and development, marketing management, managed care, and human resources. He is widely recognised as an insightful speaker on economic and policy issues.Mr. Richard was President of Schering Laboratories, U.S., Director, Schering Corporation and Corporate Vice President of Schering-Plough Corporation, a global researchbased company engaged in the discovery, development,manufacturing and marketing of pharmaceutical, biotechnology and healthcare prescription pharmaceutical marketing arm for Schering-Plough. Mr. Richard spent 20 years at Johnson & Johnson. Mr. Richard has focused his efforts on rural economic development and public policy.

As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall

for for Appointment of Mr. R. A. Shah as an Independent Director of the Company:


Mr. R. A. Shah is an eminent Solicitor and senior partner of M/s. Crawford Bayley & Company, a leading firm of Solicitors and Advocates in Mumbai. He specialises in a broad spectrum of Corporate Laws in general, with special focus on foreign investments, joint ventures, technology and license agreements, intellectual property rights, mergers and acquisitions, competition law and insider trading regulations. Mr. Shah is a member of the Managing Committee of Bombay Chamber of Commerce and Indo German Chamber of Commerce.

Mr. R A Shah holds directorships in more than 7 listed companies as prescribed by the Listing agreement. no mention of the director considering review of his directorships have been made by the Company. we may seek clarification in this regard.




for for Appointment of Dr. K. U. Mada as an Independent Director of the Company:


Dr. K. U. Mada is an eminent economist and was a development banker. He holds a Ph.D. (Economics) degree from Bombay University and a certificate in financial management from Jamnalal Bajaj Institute, Mumbai. He taught Economics at Jai Hind College, Mumbai, for seven years. Thereafter, he worked for the Reserve Bank of India and Industrial Development Bank of India (IDBI) and held senior positions, including as Executive Director, IDBI, and a stint as chief of a bank. Dr. Mada was Chairman/Member of several committees constituted by lDBI/other financial institutions and the Government of India. He brought out books, including ‘A Journey through Development Banking (2005)’ and published articles in wellknown journals. He represented lDBI as Speaker/participant at several national and international conferences/seminars on economic, corporate and institutional affairs. He was a visiting faculty at management institutes. Dr. Mada was on the boards of corporate entities and all-India financial institutions, including the Management Development Institute, Gurgaon.



for for

for for

Appointment of Mr. Dileep C. Choksi as an Independent Director of the Company


Mr. Dileep C. Choksi is a leading Chartered Accountant, qualified lawyer and a Cost Accountant with over 35 years of experience. His areas of specialisation include tax planning and structuring for domestic and international clients,including expatriates, finalising collaborations and joint ventures, executive advisory and decision support, corporate restructuring with a focus on start-ups, turnaround and change management strategies and analysing tax impactof various instruments. Mr. Choksi advises some of India’s large business houses on various strategic matters and multinational clients on cross border structuring. He has set up C. C. Chokshi Advisors Pvt. Ltd., the activities of which aim to provide complete solutions for all business requirements.




ratifying the remuneration payable to Mr. S. D. Shenoy, Cost Auditor, for conducting cost audit for the year endingMarch 31, 2015

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment and remuneration of Mr. S. D. Shenoy (FCMA, Membership No.8318), practicing cost accountant, Cost Auditor, to conduct the audit of the cost records of the Company for the year ending March 31, 2015. In accordance with the provisions of Section 148 of the Companies Act, 2013 readwith Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs. 500,000/- plus applicable taxes and out of pocket expenses payable to the Cost Auditor as approved by the Board of Directors, has to be ratified by the members.

Since the same is in compliance with provisions of Companies act 2013 we may vote for the same.

for for

25/07/2014 AGM Management Proposal for for for for

for for

creating charges on the Company’s properties to secure financial assistance availed/to be availed by the Company

Section 180(1)(a) of the Companies Act, 2013 inter alia provides that the Board of Directors shall not, without the consent of the Company by a Special Resolution, sell, lease or otherwise dispose of the whole or substantially the whole of an undertaking(s) of the Company. Since the Company, may in future, avail of loans or other financial assistance, for acquisitions/capital expenditure/working capital requirements, it would be necessary to create mortgages/charges on the assets of the Company in favour of the lenders/trustees which may be regarded as a disposal of the whole or substantially the whole of the Company’s undertaking(s) and therefore, the Special Resolution is proposed to be passed as an enabling resolution.

Since the proposal is in the normal course of business we may vote for the same.

Mphasis Limited

To receive, consider and adopt the consolidated and

The Company has earned total revenue Rs 13,751.80 Millions for five months ended as on 31st March 2014 as compared to Rs 34,458.71 millions as on 31st October 2013

To declare a dividend on equity shares. .


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

Mr. James Mark Merritt joined the Board of Mphasis in February 2013. He is the Senior Vice President of HP’s Enterprise Group business for the Asia Pacific and Japan (APJ) region. In this role, he is responsible for the development and delivery of server, storage, networking and technology services solutions that support HP’s Converged Infrastructure strategy. Mr. Merritt also shares responsibility as Managing Director for the APJ region playing a vital role in building on HP’s leadership position and delivering on the unmatched potential of “one HP” in the region.Prior to joining HP, Mr. Merritt spent 13 years at Dell where he held a variety of global and regional management positions. Before moving to HP, he was general manager of Dell’s Global Sales Division, where he oversaw the delivery of Dell’s enterprise solutions to corporate customers. Mr. Merritt also spent 15 years with IBM, where he held positions in engineering, service management and product marketing. Before moving to Dell, Mr. Merritt was Vice President of Worldwide Marketing and Strategy for the IBM Server Group.

Mr. Merritt holds a Bachelor of Science degree in Mechanical Engineering from the University of Florida and a Master in Business Administration from Georgia State University


for for

for for

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

Mr. Lakshmikanth K Ananth joined the Board of Mphasis in February 2013. He leads corporate development for the Cloud, Enterprise and Software global business units at Hewlett-Packard. He is responsible for developing strategies and driving all aspects of M&A for businesses with over $40 billion in revenue.Prior to joining HP, Mr. Lakshmikanth worked in corporate development at Cisco Systems. There, he led multiple transactions including acquisitions, investments, joint ventures and divestitures. Most notably, he led the $2.9 billion acquisition of Starent Networks.

Before Cisco, Mr. Lakshmikanth was a venture capital investor in Silicon Valley, where he invested in several companies such as Cortina Systems, Digital Chocolate, IMVU, Jasper Wireless and Open-Silicon. Previously, he was with 3i private equity in Asia, where he specialized in growth of capital investments in India and formulated 3i’s venture capital strategy for that geography. Earlier, he was a Director with Cambridge Technology Partners, managing large product development teams for clients ranging from start-ups to Fortune 50 companies.Mr. Lakshmikanth holds an MBA with distinction from INSEAD, an MS from Kansas State University and a BE from Guindy Engineering College, India, where he was a Gold Medalist.


To re-appoint S R Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W as statutory Auditors of the Company

Since appointment is in compliance with provisions of Companies act 2013 we may vote against the same.

for for

for for

Appointment Mr. Stefan Antonio Lutz as a Director of the Company

Mr. Stefan Antonio Lutz was appointed as an additional director on the Board of the Company on 12 February 2014. In terms of Section 161 of the Companies Act, 2013 (corresponding to Section 260 of the Companies Act, 1956), the additional director holds office till the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013, along with the requisite deposit, proposing the candidature of Mr. Stefan Antonio Lutz to the office of directorship.


To grant Restricted Stock Units (RSUs), to apply for equity shares of the face value of `10 each of the Company, to or for the benefit of such Senior Executives who are in the permanent employment of the Company (including the managing/whole-time director) or to any Trust, Society, or any entity or any combination thereof that may be existing or to be created for the benefit of such employees at any time under a Scheme titled “Mphasis Restricted Stock Units Plan - 2014

Since it benefits the employees of the company and is in compliance with provisions of Companies act 2013 we may vote for the same.

for for


for for

To extend the benefits of Mphasis Restricted Stock Units Plan-2014 proposed in the resolution under Item No. 7 of this notice to the eligible Senior Executives of the subsidiary companies

Since it benefits the employees of subsidiary company and is in compliance with provisions of Companies act 2013 we may vote for the same.

Tech Mahindr a Limited

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

The Company has earned total revenue Rs 163,654 Millions as on 31st March 2014 as compared to Rs 59,067 millions as on 31st March 2013

The Company has incurred total expenses Rs 132,476 millions as on 31st March 2014 as compared to Rs 50,895 millions as on 31st March 2013

Net profit being Rs. 26,855 millions as on 31st March 2014 as compared to Rs 6,525 million as on 31st March 2013 .


To declare dividend for the financial year ended 31st March 2014.


for for

for Against

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

Mr. Ulhas N. Yargop is a Director of the Company. Mr. Ulhas joined the Mahindra & Mahindra Group in 1992 as General Manager - Corporate Planning. He later moved to the Automotive Sector as General Manager - Product Planning and was responsible for the product management function for automotive products.

In 1994, Mr. Ulhas was appointed General Manager, Mahindra-Ford Project and led the Mahindra & Mahindra team working on the joint venture project with Ford Motor Company. In 1996, he was appointed Treasurer and assumed responsibility for Corporate Finance.

Since 1999, Mr. Ulhas has been the President for Telecom and Software Sector and a member of the Group Management Board.

He holds a B.Tech. degree from the Indian Institute of Technology, Chennai and an MBA degree from the Harvard Business School.


To re-appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, [ICAI Registration No. 117366W/W-100018] as statutory Auditors of the Company

Since appointment is not in compliance with provisions of Companies act 2013 we may vote against the same.

for for Appointment of Mr. Anupam P. Puri as an Independent Director of the Company

Mr. Anupam Puri is a Non-Executive Independent Director of the Company. Mr. Anupam was a management consultant with McKinsey for 30 years, working with companies, governments and multilateral agencies on strategy and organization. He founded McKinsey’s practice in India. Since 2000, he has served as NonExecutive Director of several Indian companies.

He has done his B.A. in Economics from Delhi University and holds M.A and M. Phil Degrees in Economics from Oxford University

In the light of the new Companies act 2013, the independent Directors are not eligble for stock options, the director holds stock option previously granted.




for for Appointment of Mr. M. Damodaran as an Independent Director of the Company

Mr. M Damodaran is a Non-Executive Independent Director of the company. He has served as the Chairman of Securities and Exchange Board of India (SEBI). Mr. Damodaran was instrumental in setting the pace for appropriate regulation of the securities market in India. His initiatives at SEBI have resulted in India’sfinancial markets being recognized as one of the best regulated in the world.His prior appointments include Chairman of IDBI and Chairman of UTI. Earlier, he was the Joint Secretary (Banking Division), Ministry of Finance for five years. He was also a member of the Indian Administrative Service and has served as the Chief Secretary, Government of Tripura, apart from various assignments withthe Central Government at the Ministry of Finance, Ministry of Commerce and Ministry of Information & Broadcasting.Mr. Damodaran holds degrees in Economics and Law from the Universities of Madras and Delhi





for for Appointment ofMr. Ravindra Kulkarni as an Independent Director of the Company

Mr. Ravindra Kulkarni is a Non-Executive Independent Director of the Company. He is a Senior Partner in Khaitan & Co. Advocates and a member of the Bar Council of Maharashtra and Goa. He has immense experience in all aspects of corporate law, mergers and acquisitions, cross-border transactions in CapitalMarkets, Securities Law, Restructuring, Foreign Collaboration etc.Mr. Ravindra Kulkarni is on the board of various listed companies in India and advises several large Indian and multinational clients in various business sectors.





for for Appointment ofMr. T. N. Manoharan as an Independent Director of the Company

Mr. T. N. Manoharan is a Non-Executive Independent Director of the Company. He was nominated by the Government of India to the Board of Satyam Computer Services Ltd. He made significant contribution towards the revival of the erstwhile Mahindra Satyam within a short span of time.Mr. Manoharan served as the President of ICAI during 2006-07 and was instrumental in charting the road map for several accounting reforms in the Indian System and pioneered proactive amendments to the Chartered Accountants Act, 1949. Mr. Manoharan was the Chairman of ICAI of Accounting Research Foundation. He was on the Board of the Insurance Regulatory and Development Authority (IRDA) and on the committees constituted by Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Comptroller and Auditor General of India (C&AG) and Central Board of Direct Taxes (CBDT) during 2006-07.Mr. Manoharan is at present the Chairman of the National Committee on Accounting Standards and Taxation of the Confederation of Indian Industry. He is a member of the Appellate Authority, and of the working group constituted by International Accounting Standards Board (ISAB) for making recommendations on “IFRS for SMEs”.Mr. Manoharan has been conferred the “Life Time Achievement” award in 2005 and “For the Sake of Honour” award in 2007 by the Rotary International and the “Super Achiever” award in 2006 by the Lions International. He received the “Business Leadership Award” from NDTV Profit in 2009 and the CNN IBN“Indian of the Year 2009” award in the Business category. The Government of India conferred him the “Padma Shri” award for in 2010.




for for

for for

Appointment ofMrs. M. Rajyalakshmi as an Independent Director of the Company

Mrs. M. Rajyalakshmi Rao is a Non-Executive Independent Director of the Company. She holds an MBA in Marketing and MS (Advertising) from the University of Illinois, Urbana- Champaign, USA. She has served as a full-time member of the National Consumer Disputes Redressal Commission, Government of India. She is the author of two books on consumer movement - Consumer Is King and Consumer Rights and You. She has also served as a member of the Reserve Bank of India (RBI) Committee on Customer Service in Banks.She has been a member of the Film Censor Board and the President of the American Alumni Association in Mumbai.





Payment of commission to non executive directors

Pursuant to Article 112 (2) (ii) of the Articles of Association of the Company, a Director of the Company who is neither in the whole-time employment nor a Managing Director of the Company may be paid remuneration by way of commission as per the provisions of the Companies Act.The Members at the Annual General Meeting of the Company held on 12th August 2011, had approved a Special resolution for payment of commission not exceeding 1% per annum of the net profits of the Company to the Directors of the Company who are neither in the whole-time employment nor Managing Director in respect of the profits of the Company for each financial year for a period of five years commencing 1st April 2010, pursuant to provisions of Section 309 (4) (b) of the Companies Act, 1956.


for for to issue, offer and allot to any one or more or all of the permanent employees anddirectors of the Company (other than such employees, directors who are not entitled to stock optionspursuant to the provisions of Companies Act, 2013 or SEBI ESOP Guidelines or such other laws, rules,regulations and / or amendments thereto from time to time), Options exercisable into equity sharesof the Company and/or holder of the securities up to 4,000,000 (four million)

Number of options Not exceeding 4,000,000 (Four Millions) Options (or such other adjusted figure for any bonus, stock splits or consolidations or other re-organisation of the capital structure of the Company as may be applicable from time to time).

The maximum number of options per Employee/director shall not exceed 10%in any financial year and 25% in aggregate, of the total number of Optionsreserved under plan.

Since it benefits the employees of the company and is in compliance with provisions of Companies act 2013 we may vote for the same.

for for To issue, offer and allot to any one or more or all of the permanent employeesand directors of subsidiary companies of the company whether in India or overseas (other than suchemployees, directors who are not entitled to stock options pursuant to the provisions of Companies Act,2013 or SEBI ESOP Guidelines or such other laws, rules, regulations and / or amendments thereto fromtime to time)

Since it benefits the employees of subsidiary company and is in compliance with provisions of Companies act 2013 we may vote for the same.

for for To enter into related party transactions

Pursuant to the provisions of Section 188 of the Companies Act, 2013 (‘the Act’) which has become effective on 1st April 2014, read with the Companies (Meeting of Board and its Powers) Rules, 2014 the Related Party Transactions beyond the threshold limit prescribed need Shareholders prior approval by a special resolution.

However, if the proposed transactions with the related parties are at arm’s length and in its ordinary course of business, the said approval of the shareholders is not required.

Further, SEBI circular CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 vide revised Clause 49(VII) of listing agreement effective from 1st October, 2014 has prescribed that all related party transactions shall require prior approval of the Audit Committee and all material transactions with related party shall require approval of the Shareholders of the Company through special resolution and the related parties shall abstain from voting on such resolutions. “Material Transaction” means any transaction entered either individually or taken together with previous transactions during a financial year, exceeds five percent of the annual turnover or twenty percent of the net worth of the company as per the last audited financial statements of the company, whichever is higher.

Tech Mahindra (Americas) Inc., USA, (TAI) a wholly owned subsidiary of the Company. TAI was incorporated in November 1993 to provide marketing support services for the USA and Canada region. It acts as a service provider for sales, marketing, onsite software development and other related services. The Company enters into commercial transactions with TAI on an ongoing basis at arm’s length. The Audit Committee has approved all related party transactions which were placed before it in its meeting held on 13th May, 2014and these transactions were in the ordinary course of business & are at arm’s length.

Since the transactions with TAI though are in the ordinary course of business and at arm’s length, being material in accordance with the SEBI circular, it is proposed for the approval of the members.


for for

Cummins India Limited

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

The Company has earned total revenue Rs 415,438 Lacs as on 31st March 2014 as compared to Rs 479,610 Lacs as on 31st March 2013

The Company has incurred total expenses Rs 333,687 Lacs as on 31st March 2014 as compared to Rs 380,636 Lacs as on 31st March 2013

Net profit being Rs. 60,002 Lacs as on 31st March 2014 as compared to Rs 76,411 Lacs as on 31st March 2013 .


To declare final dividend on equity shares and to ratify the interim dividend declared by the Board of Directors.

We propose voting in favor of the resolution to declare dividend on Equity shares for the year ended March 31, 2014 and ratification of interim dividend.

for for

for for

To appoint a Director in place of Mr. Casimiro Antonio Vieira Leitao (holding DIN 05336740), who retires by rotation andbeing eligible offers himself for re-appointment.

Mr. Casimiro Antonio Vieira Leitao joined the Board of Cummins India Limited on August 3, 2012. Mr. Leitao is a Bachelor of Science in Electrical Engineering and Masters in Business Administration. Mr. Leitao possesses expertise in Sales andMarketing and has a deep understanding of customer needs and channel dynamics in Power Products Business. Mr. Leitao is on the Board of Cummins Northeast, LLC and Cummins Power technology. Mr. Leitao does not hold any shares in the Company.The Company has received the following documents in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164 (2) of the Companies Act, 2013 from Mr. Leitao :(i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014; and(ii) intimation in Form DIR-8.


To appoint a Director in place of Mr. Edward Phillip Pence (holding DIN 06577765), who retires by rotation and beingeligible offers himself for re-appointment.

Mr. Edward Phillip Pence joined the Board of Cummins India Limited on May 10, 2013. Mr. Pence is a Bachelor of Arts in English and Communications and has pursued Executive Programme from Stanford University. Mr. Pence possessesexpertise in Automotive Business and Automotive Field Marketing.

The Company has received the following documents in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164 (2) of the Companies Act, 2013 from Mr. Pence :

(i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification ofDirectors) Rules, 2014; and(ii) intimation in Form DIR-8.

for Against

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To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual GeneralMeeting.

The Company has not specified the auditor proposed to be appointed and further as per the neew act, the Company should appoint auditor for a period of five years. Since appointment is not in compliance with provisions of Companies act 2013 we may vote against the same.

Appointment ofMr. Rajasekhar Menon (holding DIN 03074942) as a Director of the Company

The Board of Directors at their Meeting held on August 1, 2013 appointed Mr. Rajasekhar Menon as an Additional Director to take effect from August 3, 2013 under Article 110 of the Articles of Association of the Company. Under Section 161 of the Companies Act, 2013, Mr. Menon holds office of the Additional Director till the date of the ensuing Annual General Meeting. A notice has been received from a member, as required under Section 160 of the Companies Act, 2013, along with required deposit of f 1 Lac, proposing the candidature of Mr. Menon for office of the Director.

Mr. Menon is a Bachelor of Engineering (Mechanical) and Master of Industrial Engineering. Mr. Menon possesses expertise in Sales and Strategy Management and has deep understanding of customer needs and channel dynamics in Distribution Business. Mr. Menon is the Director of Valvoline Cummins Limited. Mr. Menon does not hold any shares in the Company




for for Appointment of Mr. Mark Smith (holding DIN 06852777) as a Director of the Company

The Board of Directors at their Meeting held on May 22, 2014 appointed Mr. Mark Smith as an Additional Director to take effect from May 23, 2014, under Article 110 of the Articles of Association of the Company. Under Section 161 of the Companies Act, 2013, Mr. Smith holds office of the Additional Director till the date of the ensuing Annual General Meeting. A notice has been received from a member, as required under Section 160 of the Companies Act, 2013, along with required deposit of f 1 Lac, proposing the candidature of Mr. Smith for office of the Director.

Mr. Smith is a Bachelor of Arts with specialization in Economics from the University of Kent, UK. He has also completed his Masters in Business Management from the Kellogg School of Management, Northwestern University, USA. He is a qualified member of Institute of Chartered Accounts in England and Wales. Mr. Smith does not hold any shares in the Company.




for forAppointment ofMr. Priya Shankar Dasgupta (holding DIN 00012552) as an Independent Director of the Company

Mr. P. S. Dasgupta is a Non-Executive (Independent) Director of the Company. Mr. Dasgupta joined the Board of Cummins India Limited on February 26, 1998 and was re-appointed in the Annual General Meeting of the Company to take effect from August 2, 2012.Mr. Dasgupta is a B. A. (Hons.) and also has a post graduate degree in Law (L.L.B.). His areas of expertise include mergers and acquisition, reorganization & restructuring, infrastructural project development, financing, joint ventures, licensing and corporate laws.




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Appointment ofMr. Venu Srinivasan (holding DIN 00051523) as an Independent Director of the Company

Mr. Venu Srinivasan is a Non-Executive (Independent) Director of the Company. Mr. Srinivasan joined the Board of Cummins India Limited on January 27, 2000 and was re-appointed in the Annual General Meeting of the Company to take effect from August 1, 2013.An Engineer from Madras University, Mr. Srinivasan has also done MS (Management) from Purdue University, U.S.A. A recipient of the prestigious ‘Padma Shri’ adoration by Government of India, Mr. Srinivasan has also been conferred the ‘Star of Asia’ award by Business Week International, civilian honour “Order of Diplomatic Service Merit” by the President of theRepublic of Korea for outstanding contribution in promoting Korea-India relations and a number of other distinguished recognitions and honors to his credit. Mr. Srinivasan has rich experience in the Engineering field, Corporate Strategy and General Management. The Company stands to benefit significantly from his experience and expertise.




Appointment ofMr. Rajeev Bakshi (DIN 00044621) as an Independent Director of the Company

Mr. Rajeev Bakshi is a Non-Executive (Independent) Director of the Company. Mr. Bakshi joined the Board of Cummins India Limited on October 20, 2000 and was re-appointed in the Annual General Meeting of the Company to take effect from August 1, 2013.Mr. Bakshi is a B. A. (Economics) and an MBA from Indian Institute of Management (IIM), Bengaluru. Mr. Bakshi possesses expertise in marketing. His rich management expertise will add value to the Board.




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Appointment ofMr. Nasser Mukhtar Munjee (holding DIN 00010180) as an Independent Director of the Company

Mr. Nasser Munjee is a Non-Executive (Independent) Director of the Company. Mr. Munjee joined the Board of Cummins India Limited on March 29, 2001 and was re-appointed in the Annual General Meeting of the Company to take effect from August 2, 2012.

Mr. Munjee is a monetary economist, educated at the University of Chicago and the London School of Economics (Bachelors and Masters Degrees). His areas of expertise include Housing Development and Infrastructure Finance.


Appointment ofMr. Prakash Manjanath Telang (DIN 00012562), as an Independent Director of the Company

Mr. Prakash Telang is a Non-Executive (Independent) Director of the Company. Mr. Telang joined the Board of Cummins India Limited on January 31, 2013 and was appointed in the Annual General Meeting of the Company to take effect from August 1, 2013.

Mr. Telang is a Bachelor of Mechanical Engineering and a Masters in Business Administration from IIM – Ahmedabad.

Mr. Telang possesses expertise in Automobile and manufacturing industry.




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To appoint Mr. Pradeep Bhargava (holding DIN 00525234), Alternate Director to Mr. Mark Smith, as an Advisor to the Company

Mr. Pradeep Bhargava is a B.Sc. (Honors), B.E. Electronics and MBA from Indian Institute of Management, Ahmedabad.Mr. Bhargava, a veteran in the Industry, has held responsible positions in both Private and Public sector organizations such as Indian Space Research Organization, BHEL, Kalyani Group, General Electric, etc. Mr. Bhargava has been associated with Cummins in India over a decade now.Mr. Bhargava currently is a member of the National Council and his contributions to CII since 2004 have been significant.Mr. Bhargava is an active participant in Industry Forums, Educational Institutions as well as various platforms of Civic Society.On account of his varied experience and inclination to drive corporate responsibility activities, giving effect to affirmative action and promoting education and talent management across the industry, the Nomination and Remuneration Committee at its meeting held on May 22, 2014 has recommended appointment of Mr. Pradeep Bhargava, Alternate Director to Mr. Mark Smith, Director of the Company, as an Advisor on retainership basis for a period of twenty seven (27) months with effect from May 1, 2014

This would arise as a conflict of interest we may vote against the same.

To enter into related party transactions with Cummins Limited, UK on arm’slength basis for a consideration estimated at Rs. 76,381 Lacs

As a part of its regular business, the Company sells internal combustion engines along with parts and accessories thereof to Cummins Limited, UK at arm’s length basis against Purchase Orders raised from time to time. For the Financial Year2014-15 (“on-going transaction”), such sale of internal combustion engine etc. is estimated to the tune of Rs. 76,381 Lacs.

Cummins Limited, UK is a subsidiary of Cummins Inc. USA which is also the parent company of the Company.

As a proactive compliance of the said amendment, the Finance and Audit Committee of the Board of Directors of the Company reviewed the on-going transaction and approved the same in their Meeting held on June 27, 2014. The Board of Directors, also, in their Meeting held on June 27, 2014, reviewed the on-going transaction in detail and proposed the same to be placed before the shareholders for their approval.

Since the arrangement is in normal course of business, we may vote for the same.

for for To enter into related party transactions with Cummins Technologies India Limited_ Cummins Generator Technologies India Limited_ Cummins Research and Technology India Limited_ Tata Cummins Limited

The Company owns several premises and properties. Considering the current strength of the Company, it has certain additional premises that it does not need immediately. Considering availability of extra space at the premises (listed below) which are not immediately required by the Company, it is proposed to provide such excess premises to other related parties on rent, lease, leave and license or any other similar arrangement basis for a period not exceeding sixty (60) months

It is also proposed to grant right to use certain common facilities such as Medical Center, Crèche, Effluent Treatment Plant, Roads, Water tank etc. located at MIDC Survadi, Phaltan Lonand Road, Phaltan Taluka, Phaltan, Dist. Satara 415 522 tothe Related Parties namely Cummins Technologies India Limited and Tata Cummins Limited who also have their manufacturing plants at the Megasite in Phaltan. These Related Parties would be charged, based on the principle of recoupment of capital cost over a period of ten (10) years plus interest @ 11.25% on such capital cost. The interest rate is based on the State Bank of India prime lending rate as at the time of incurring the capital cost.


for for Commission to non executive Directors

The Shareholders at their Fifty-First Annual General Meeting held on August 2, 2012, had approved payment of commission, in addition to sitting fees, to Non-Whole-time Directors not exceeding one (1) percent of the net profits of the Company for a period of five (5) Financial Years effective April 1, 2011.Section 197 of the Act provides for payment of remuneration to the directors as under :(a) Payment of remuneration to more than one managing director / whole-time director shall not exceed 10% of the netprofits of the Company to all such directors; and(b) Payment of remuneration to directors who are neither managing directors nor whole-time directors (that is nonexecutivedirectors) shall not exceed 1% of the net profits of the Company.The Board of Directors of the Company has, subject to the approval of members of the Company, proposed to remuneratethe Directors as under :The non-executive directors (i.e. directors other than the Managing Director and the Whole-time Directors) may be paid remuneration not exceeding in aggregate one (1) percent of the net profits of the Company for each financial year, ascomputed in the manner laid down in Section 198 of the Act.


30/07/2014 EGM Management Proposal for for Bata India Limited

Appointment of Mr. Uday Khanna, as an Independent Director

Mr. Uday Khanna (.Mr. Khanna.), aged 64 years, is a Non-Executive Independent Director of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges and also the Chairman of the Board of Directors (.the Board.) of the Company. Mr. Khanna joined the Board on March 30, 2006. Before his appointment as the Chairman of the Board with effect from June 28, 2011, Mr. Khanna was the Chairman of the Audit Committee of the Board.In terms of Section 149(4), 150(2) and other applicable provisions of the Companies Act, 2013 and Rules framed there under read with Schedule IV to the Companies Act, 2013, appointment of Independent Directors of the Companyshall be approved at a General Meeting of the Shareholders.The Company has received from Mr. Khanna consent in writing to act as a Director in Form DIR-2, intimation to the effect that he is not disqualified to be appointed as a Director in other companies in Form DIR-8 and a declarationin writing to the effect that he meets the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013. In the opinion of the Board, Mr. Khanna fulfils the conditions specified in the Companies Act,2013 and Rules made thereunder to be appointed as an Independent Director of the Company and is independent of the Company.s Management.

Mr. Khanna is a Chartered Accountant (B. Com., FCA). He was the President of the Indo-French Chamber of Commerce & Industry in 2008 & 2009 and the President of the Bombay Chamber of Commerce & Industry in 2012-2013. He is the recipient of .Ordre National du Merite. from the President of the Republic of France for his role in promoting Indo-French trade relations.




for for Appointment of Mr. Akshay Chudasama, as an Independent Director

Mr. Akshay Chudasama (.Mr. Chudasama.), aged 44 years, is a Non-Executive Independent Director of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges and also the Chairman of the AuditCommittee of the Board of Directors (.the Board.) of the Company. Mr. Chudasama joined the Board on April 28, 2011.In terms of Section 149(4), 150(2) and other applicable provisions of the Companies Act, 2013 and Rules framed there under read with Schedule IV to the Companies Act, 2013, appointment of Independent Directors of the Company shall be approved at a General Meeting of the Shareholders.The Company has received from Mr. Chudasama consent in writing to act as a Director in Form DIR-2, intimation to the effect that he is not disqualified to be appointed as a Director in other companies in Form DIR-8 and a declaration in writing to the effect that he meets the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013. In the opinion of the Board, Mr. Chudasama fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder to be appointed as an Independent Director of the Company and is independent of the Company.s Management.

Mr. Chudasama completed his B.A. (Economics) from St. Xavier.s College (University of Bombay), Mumbai and Bachelor of Laws (LLB) from the London School of Economics (University of London), UK. He is enrolled as an Advocate with the Bar Council of Maharashtra & Goa and as a Solicitor with the Law Society of England & Wales.

He has also attended the Harvard Leadership Programme for Professional Services Organizations. Mr. Chudasama is a Senior Partner and Member of the Executive Committee of J. Sagar Associates, Advocates & Solicitors. Beforejoining J. Sagar Associates, Mr. Chudasama was an Equity Partner with AZB & Partners and Managing Partner of Lex Inde. He started his career as an Advocate & Junior Counsel in the Chambers of Mr. Goolam E Vahanvati.



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Appointment of Ms Anjali Bansal, as an Independent Director

Ms. Anjali Bansal (.Ms. Bansal.), aged 43 years, is a Non-Executive Independent Director of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. Ms. Bansal joined the Board on May 21, 2014 as an Additional Director and holds office up to the date of the next Annual General Meeting in terms of Section 161 of the Companies Act, 2013.In terms of Section 149(4), 150(2) and other applicable provisions of the Companies Act, 2013 and Rules framed there under read with Schedule IV to the Companies Act, 2013, appointment of Independent Directors of the Company shall be approved at a General Meeting of the Shareholders.The Company has received Notice in writing under Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs.1,00,000/- proposing the candidature of Ms. Bansal, as an Independent Director, if appointed.The Company has received from Ms. Bansal consent in writing to act as a Director in Form DIR-2, intimation to the effect that she is not disqualified to be appointed as a Director in other companies in Form DIR-8 and a declarationin writing to the effect that she meets the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013. In the opinion of the Board, Ms. Bansal fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder to be appointed as an Independent Director of the Company and is independent of the Company.s Management.

Ms. Bansal is the Managing Director of Spencer Stuart.s Indian business, which she was instrumental in establishing.Based in Mumbai, she also co-leads the firm.s Asia Pacific Board & CEO practice. Ms. Bansal works in various geographies across the United States, Europe and Asia, advising companies on Board governance, CEO and senior executive search and succession planning. She consults with clients across sectors, including private equity, financial services, industrial, technology and consumer. Before her career in search, Ms. Bansal was with McKinsey & Company, based in New York and Mumbai, and consulted on strategy and organizational issues.Ms. Bansal has been listed as one of the Most Powerful Women. in Indian Business 2013 by India.s leading publication - Business Today. She has also been named as one of the .Most Powerful Women. in Business in India by Fortune Magazine and is an invited honorary life member of ASSOCHAM.

Appointment of Mr. Kumar Nitesh, as a Director of the Company

Mr. Kumar Nitesh was appointed as an Additional Director of the Company at the Board Meeting held on May 21, 2014 and in terms of Section 161 of the Companies Act, 2013 holds office up to the date of the next Annual General Meeting. At the said Board Meeting, Mr. Kumar Nitesh was also appointed as the Managing Director - Retail of the Company for a period of five years with effect from May 21, 2014, subject to approval of the Shareholders at a General Meeting.


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Appointment of Mr. Kumar Nitesh, as Managing Director . Retail and payment of remuneration:.

Mr. Kumar Nitesh was appointed as an Additional Director of the Company at the Board Meeting held on May 21, 2014 and in terms of Section 161 of the Companies Act, 2013 holds office up to the date of the next Annual General Meeting. At the said Board Meeting, Mr. Kumar Nitesh was also appointed as the Managing Director - Retail of the Company for a period of five years with effect from May 21, 2014, subject to approval of the Shareholders at a General Meeting.The Company has received Notice in writing under Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Kumar Nitesh, as a Director of the Company, if appointed.In compliance with the provisions of Section 178 of the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V to the Companies Act, 2013 and based on the recommendation of the Nomination and Remuneration Committee of the Board, the terms of appointment and payment of remuneration to Mr. Kumar Nitesh were approved by the Board. The Company has entered into an Agreement with Mr. Kumar Nitesh signifying the terms of appointment and payment of remuneration as Managing Director Retail of the Company.


Authority to fix increased remuneration to the Managing Director(s) and Wholetime Director(s) of theCompany:

At the 76th Annual General Meeting of the Company held on May 26, 2009, the Members had, by way of Special Resolution and in pursuance of the provisions of Section 198, 309 and 310 read with Schedule XIII to the erstwhile Companies Act, 1956 approved the overall limits within which the Board of Directors of the Company was authorized to fix remuneration to be paid to the Managing Director(s) and Wholetime / Executive Director(s) of the Company.

With the introduction of new Companies Act, 2013, the Board considered it expedient to seek approval of the Members afresh under Section 197, 198 and all other applicable provisions of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and Rules framed thereunder. The Board also considered it necessary to increase the overall limits of remuneration payable to the Managing Director(s) and Wholetime / Executive Director(s) of the Company, which would be commensurate to the prevailing industry standards. However, such increase in overall limits of remuneration shall not exceed the maximum ceiling limits permissible under the aforesaid provisions of the Companies Act, 2013 read with Schedule V and / or Rules framed thereunder.


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Remuneration to the Cost Auditor

Based on the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on February 12, 2014 re-appointed M/s. Mani & Co., Cost Accountants, as the Cost Auditors of the Company to carry out cost audit pertaining to Footwear business of the Company for the year ended December 31, 2014 at a remuneration of Rs. 5.20 lacs plus applicable service tax and reimbursement of out of pocket expenses. In terms of the provisions of Rule 14 of Companies (Audit and Auditors) Rules 2014, the remuneration payable to the Cost Auditors requires ratification by the Shareholders.

Since, it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

Approval to create security by way of charge, mortgage, hypothecation of Assets of the Company

At the 71st Annual General Meeting of the Company held on June 17, 2004, the Members had, by way of an Ordinary Resolution and in pursuance of the provisions of erstwhile Section 293(1)(a) of the Companies Act, 1956 approved creation of security by way of charge, mortgage or hypothecation of assets of the Company for availing term loans/ borrowings up to Rs.600 Million.According to the provisions of Section 180 (1)(a) of the Companies Act, 2013, creation of charge, mortgage or hypothecation of assets of the Company shall require approval of the Shareholders by way of a Special Resolution.Presently Bata India Limited is a Nil debt Company. The Board wishes to continue its business expansion without any borrowing. However, for certain business exigencies and due to certain unavoidable circumstances, the Company may be required to borrow money from Banks/ Financial Institutions or any other Bodies Corporate in the future for which the Company may have to create security by way of charge/mortgage/hypothecation of assets of the Company. The Board considers that authority to create security for a sum up to Rs.3,000 Million shall be sufficient to meet the requirements, if any, of the Company in the future.

Since the proposal is in the normal course of business, we may vote for the same.

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Approval to the borrowing limits of the Company

At the 71st Annual General Meeting of the Company held on June 17, 2004, the Members had, by way of an Ordinary Resolution and in pursuance of the provisions of erstwhile Section 293(1)(d) of the Companies Act, 1956 approvedborrowings by the Company from banks, financial institutions, etc. in excess of the paid-up share capital and free reserves of the Company, which sum shall not exceed Rs.1,000 Million.

According to the provisions of Section 180 (1)(c) of the Companies Act, 2013, borrowings by the Company in excess of the prescribed limits (i.e., in excess of its paid-up capital and free reserves) shall require approval of the Shareholders by way of a Special Resolution.

Presently Bata India Limited is a Nil debt Company. The Board wishes to continue its business expansion through internal resources and without any borrowing. However, for certain business exigencies and due to certain unavoidable circumstances the Company may be required to borrow money from Banks/ Financial Institutions or any other Bodies Corporate in the future. The Board considers that authority to borrow money up to Rs.5,000 Million shall be sufficient to meet the requirements of the Company.


Authority to keep Register of Members and Copies of Annual Return at a place other than the Registeredoffice of the Company:

Section 94(1) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and any other Rules framed thereunder allow the Company to keep the Register of Members together with Index of Members and copies of Annual Returns filed by the Company, at a place other than the Registered Office of the Company, if approved by the Members by way of Special Resolution.

Presently more than one - tenth of the total number of Members of the Company is residing in the city of Kolkata in the State of West Bengal. Accordingly the Board seeks approval of the Members to keep the Register of Members, copies of Annual Returns and all relevant documents/ registers pertaining thereto, maintained by the Company either physically or electronically, at the office of the Registrar & Transfer Agents of the Company.

Since the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.


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Crompton Greaves Limited

Adoption of Directors’ Report and Accounts


The Company has incurred total expenses Rs 6952.84 crore as on 31st March 2014 as compared to Rs 6637.96 crore as on 31st March 2013

Net profit being Rs. 521.09 crore as on 31st March 2014 as compared to Rs 445.84 crore as on 31st March 2013 .


Confirmation of Dividends

We propose voting in favor of the resolution to confirm the first and second dividends.

Declaration of Final Dividend

We propose voting in favor of the resolution to declare dividend on Equity shares for the year ended March 31, 2014

Appointment of Auditors

It is proposed to appoint M/s. Sharp & Tannan, Chartered Accountants, Registration No 109982W , as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting.


Retirement by rotation of Director – Mr. SM Trehan

In accordance with the provisions of Section 152 of the Companies Act, 2013, read together with the Articles of Association of the Company, Mr. SM Trehan is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

Mr. Trehan has not offered himself for re-appointment. It is proposed not to appoint any director in place of Mr. SM Trehan.


Appointment of Cost Auditors

It is proposed to appoint Messrs. Ashwin Solanki & Associates, Cost Accountants, as cost Auditors of the Company on a remuneration of Rs. 7 lacs.


for for Appointment of Independent Director – Mr. S Apte

In terms of Section 149 and other applicable provisions of the Companies Act,2013, all Independent Directors of the Company must be appointed in accordance with the new Act, at a General Meeting of the Company, within one year of the commencement of the Act.

Mr. Apte is a Chartered Accountant from the Institute of Chartered Accountants of England & Wales; and, also holds an MBA degree from the London Business School. He has more than 30 years experience with Citigroup. He joined Citi in India and held various assignments in Corporate Banking, Risk Management, Corporate Finance and Investment Banking, before being appointed Markets and Banking Head for Citibank, India in 1992.Mr. Apte moved to London in 1993 as Senior Risk Manager for Citigroup Central and Eastern Europe, Middle East and Africa (CEEMEA) region, and in 1995 became Corporate Finance Head for CEEMEA including India. In 1997, he was appointed President and Country Manager for Citibank, Poland. Mr. Apte was responsible for Citibank’s acquisition of Bank Handlowy in the year 2000, following which he was appointed Deputy President and Chief Operating Officer for Citibank Handlowy. During 2000 to 2003, he also led the merger and integration of Citibank Poland and Bank Handlowy.

Between 2003 and 2009, Mr. Apte was CEO for CEEMEA Region, before becoming CEO for Asia Pacific in 2009. He was a member of Citigroup’s Executive and Operating Committees. In 2012 and 2013, Mr Apte was Chairman of Citi Asia Pacific Banking until he retired from Citi in early 2014. He was also a member of the Citigroup’s Business Development Committee and its Senior Advisory Group. He was also Citibank’s Senior Statesman at the London Business School.


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Appointment of Independent Director – Mr. S Labroo

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, all Independent Directors of the Company must be appointed in accordance with the new Act, at a General Meeting of the Company, within one year of the commencement of the Act.Mr. S Labroo holds a dual Degree in Finance & Management from Wharton Business School, USA. Mr. Labroo is the founding Managing Director & CEO of Asahi India Glass Ltd, the largest integrated glass company in India.Mr. Labroo is a Director on the Boards of various companies which include AIS dhesives Ltd, AIS Glass Solutions Ltd, Asahi India Map Auto Glass Ltd, Ballarpur Industries Ltd, Essel Marketing Pvt Ltd, Mahindra First Choice Wheels Ltd (Member – Audit Committee), Krishna Maruti Ltd, SKH Metals Ltd, Shield Autoglass Ltd, Maltex Malsters Ltd and Tahiliani Design Pvt Ltd. Mr. Labroo is also closely associated with various Trade Organisations and Chambers of Commerce; Mr. Labroo is currently a Chairman of the OEM Committee of the Automotive Components Manufacturers’ Association of India, Chairman of the Architectural Glass Panel of All India Glass Manufacturers’ Federation and Member of the Managing Committee of Indian Glass Manufacturers’ Association. Mr. Labroo was on the Board of the Reserve Bank of India for 2007-2011.

Mr. Labroo is a director in 16 companies, no mention of the same is made in the annual report with regard to the director considering his position in compliance with the provisions of the Companies act 2013.

Since, it is not in compliance with the provisions of the Companies act 2013, we may vote against the same.

Appointment of Independent Director – Dr. (Mrs) C Lewiner

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, all Independent Directors of the Company must be appointed in accordance with the new Act, at a General Meeting of the Company, within one year of the commencement of the Act.

Dr. Lewiner is a PhD in physics and has over 35 years of experience as a researcher, academician and as an industry expert in fossil fuel (oil and gas), nuclear and renewable energies. Dr. Lewiner joined Electricité de France (EDF) in 1979, heading the Fuel Procurement division and has worked in senior capacities with reputed multinationals, including as EDF’s first woman Executive Vice President in 1989 heading EDF’s Development and Commercial Strategy Division, Chairwoman of the Board & CEO of SGN Eurisys Group and Executive Vice President and Global Leader of the Energy, Utilities and Chemicals Sector in Capgemini.


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Appointment of Independent Director – Mr. S Prabhu


Mr. Prabhu is a Chartered Accountant with a Degree in Law; and has also been conferred an Honorary Doctorate by the International Forestry Resources and Institutions. An ex Union Cabinet Minister of Power, Industry, Energy, Environment & Forests, Chemicals & Fertilizers, Heavy Industry and Public Enterprises, and a Member of Parliament from 1996 till 2009, Mr. Prabhu has left an indelible mark on Indian politics and an impeccable reputation as a performing minister.Mr. Prabhu has also led, and represented India in several Bilateral, International summits and Parliamentary forums, such as G8+5, EU-Asia, World Water Forum, UNESCO, GLOBE and Parliamentary Network of World Bank, India-USA, India-Japan and India-Germany strategic dialogues. Mr. Prabhu currently chairs the Global Water Partnership (South Asia) and is a member of the United Nations Commission for biodiversity and land use change. He is also a Senior Advisor to the UN. He is also associated with a large number of organizations in the education, art, literature, sports, social and cultural circuits.


Appointment of Independent Director – Ms. M Pudumjee

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, all Independent Since the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.Directors of the Company must be appointed in accordance with the new Act, at a General Meeting of the Company, within one year of the commencement of the Act.

Ms. Pudumjee is a postgraduate in Chemical Engineering from the Imperial College of Science & Technology, London. Ms. Pudumjee joined Thermax Limited as a trainee engineer in August 1990 and later on worked closely with the treasury and working capital management functions of Thermax, as also in the Environment Divisions of Thermax. In 2001, she joined the Thermax Board and played an active role in the turnaround of Thermax, along with the Boardand senior management of Thermax.


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Appointment of Independent Director – Dr. V von Massow


Dr. von Massow received his PhD in Agricultural Economics from Georgia Augusta University, Göttingen (Germany) in 1983. After initial work experience in Africa, he worked for 20 years as a Management Consultant with The BostonConsulting Group (BCG) in Europe, US and India; in 1993 he was promoted as Vice President and Director of BCG Inc. During his tenure with BCG he held a number of senior positions, including that of Managing Director for BCG,India. He brings with him a rich global experience of business models, governance, strategy and operations.Since 2006, Dr. von Massow works as an Independent Non-Executive Director, based in London. His board mandates include companies and organizations in the (renewable) energy, environment and agriculture sectors in India, Germanyand UK. He serves, among others, on the Board of Thermax Ltd. (India) and as Chairman of ADAS Ltd. (UK) and has been a Trustee of the Worldwide Fund for Nature (WWF) in Germany and UK for many years.

The Board recommends the Special Resolution in relation to appointment of Dr. von Massow as an Independent Director, as required by the Companies Act, 2013 and Listing Agreement with Stock Exchanges, for the approval by the shareholders of the Company.


Creating mortgage/charge on the assets of the Company

The members of the Company at their 54th Annual General Meeting held on Tuesday, 27 August 1991, by way of an Ordinary Resolution under Section 293 (1) (a) of the Companies Act, 1956, accorded consent to the Board of Directors for creating a mortgage or charge on its movable or immovable properties.Section 180 (1) (a) of the Companies Act, 2013 requires that the Board of Directors shall not create mortgage or charge on its movable or immovable properties, except with the consent of the Company accorded by way of aSpecial Resolution. Since the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.

for for


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Alteration of Articles of Association

The existing Articles of Association are based on Companies Act, 1956. Some of the regulations in the existing Articles of Association are no longer in conformity with the Companies Act, 2013. Whilst the Company will need to review the Articles of Association in its entirety upon notification of all provisions and Rules under the new Act, certain provisions of the Articles of Association which are more restrictive than the Act require alignment with the Act.


Bharti Infratel Limited

Audited standalone financial statements of theCompany for the financial year ended March 31,2014.

Audited standalone financial statements of theCompany for the financial year ended March 31,2014.

The Company has earned total revenue Rs 55,295 million as on 31st March 2014 as compared to Rs 51,411 million as on 31st March 2013

The Company has incurred total expenses Rs 29,107 million as on 31st March 2014 as compared to Rs 27,081 million as on 31st March 2013

Net profit being Rs. 4,067 million as on 31st March 2014 as compared to Rs 3118 million as on 31st March 2013 .


Declaration of dividend on equity shares


Re-appointment of Mr. Sanjay Nayar as a Directorliable to retire by rotation


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Appointment of M/s. S. R. Batliboi & Associates LLP,Chartered Accountants, Gurgaon, as the StatutoryAuditors of the Company

It is proposed to appoint M/s. Sharp & Tannan, Chartered Accountants, Registration No 109982W , as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting.


Appointment of Mr. Mark Chin Kok Chong as aDirector liable to retire by rotation

Mr. Mark Chin Kok Chong and Mr. Devender Singh Rawat were appointed as additional director(s) on the Board of the Company w.e.f. July 29, 2013 and April 1, 2014 respectively. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, read with Article No. 106 of the Articles of Association of the Company, Mr. Mark Chin Kok Chong and Mr. Devender Singh Rawat hold office upto the date of this Eighth Annual General Meeting.

Mark Chin Kok Chong is a Non-Independent and Non-Executive Director of the Company. He was appointed Chief Executive Officer, International, SingTel Group on January 14, 2013. He is responsible for the growth of SingTel Group’s international affiliates, strengthening the Group’s relationships with overseas partners and driving regional initiatives for scale and synergies. Before this, hewas the Chief Operating Officer of the Group’s associate in Thailand, Advanced Info Service Plc (AIS) and was in charge of sales and marketing products, network operations, IT solutions, customers and services management. He joined SingTel in 1997 and has held various positions in sales and marketing. As Executive Vice President of Networks, he managed SingTel’s fixed, wireless and internationalnetworks, including the newly rolled-out NextGen Nationwide Broadband Network. Before SingTel, he was a member of the Singapore Administrative Service from 1990 to 1997. He has also represented SingTel on the Boards of OpenNet, Globe Telecom, CSLox (Thailand) and other submarine cable joint venture companies.


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Appointment of Mr. Devender Singh Rawat as aDirector liable to retire by rotation

Mr. Mark Chin Kok Chong and Mr. Devender Singh Rawat were appointed as additional director(s) on the Board of the Company w.e.f. July 29, 2013 and April 1, 2014 respectively. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, read with Article No. 106 of the Articles of Association of the Company, Mr. Mark Chin Kok Chong and Mr. Devender Singh Rawat hold office upto the date of this Eighth Annual General Meeting.

D S Rawat is the Managing Director and CEO of the Company. He joined the Company as the CEO in August 2010. Under his leadership, the Company achieved a major milestone of being listed on the two Indian bourses in December 2012. He is a member of the Executive Council Committee of Tower and Infrastructure Providers Association (TAIPA) and the Northern Regional Council of Confederation of Indian Industry (CII).


Appointment of Mr. Bharat Sumant Raut as anIndependent Director

In terms of Section 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement, the above directors are required to be appointed in the forthcoming Annual general Meeting as Independent Director(s) and shall not be liable to retire by rotation.

Bharat Sumant Raut is an Independent and Non-Executive Director of the Company and Chairman of Audit Committee. He holds Bachelor’s degrees in lawand commerce from the University of Bombay. He is also a chartered accountant and a fellow member of ICAI. He was, in the past, associated with Sharp and Tannan, Chartered Accountants as a partner, with Price Waterhouse, Chartered Accountants as a partner and with B S R & Co., Chartered Accountants and B S R & Associates, Chartered Accountants as their founding partner. Since 2006 he has been practicing as an advocate.


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Appointment of Mr. Jitender Balakrishnan as anIndependent Director


Jitender Balakrishnan is an Independent and Non-Executive Director of the Company. He holds a Bachelors’ degree in Mechanical Engineering from the University of Madras and a Post-Graduate Diploma in Industrial Management from the University of Bombay. He has experience in the financial sector with IDBI Bank Limited where he was the Deputy Managing Director and thereafter,served as an advisor to the said Bank. He is currently an advisor to various corporates, besides serving as an Independent Director on the boards of various companies.


Appointment of Ms. Leena Srivastava as anIndependent Director


Leena Srivastava is an Independent and Non-Executive Director of the Company. She holds a degree of Doctor of Philosophy from the Indian Institute of Science,Bangalore. She is the Vice Chancellor and honorary Executive Director of The Energy and Resources Institute (TERI) at New Delhi. She has worked on various policy issues related to energy for economic growth, climate and the environment.


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Appointment of Mr. Narayanan Kumar as anIndependent Director


N Kumar is an Independent and Non-Executive Director of the Company and Chairman of HR, Nomination and Remuneration Committee and CSR Committee. He is an Electronics Engineer and a fellow member of the Indian National Academy of Engineering. He is also a fellow life member of The Institution of Electronics and Telecommunication Engineers. He is the Vice Chairman of The Sanmar Group, Chennai and is the Honorary Consul General of Greece in Chennai. He is on the Board of various public companies and has over four decades of experience in Technology, Management and Finance. He is the Chairman of National Accreditation Board for Certification Bodies, which is a constituent of Quality Council of India. He is also a member of the Board of Governors of the Institute for Financial Management & Research (IFMR) and several other educational institutions. He has also served as President at the Confederation of Indian Industry earlier and chairs the CII Institute of Quality now.


Appointment of Mr. Vinod Dhall as an IndependentDirector


Vinod Dhall is an Independent and Non-Executive Director of the Company. He holds a Bachelors’ degree in law from the University of Delhi and a Masters’ degree in mathematics from the University of Allahabad. He entered the Indian Administrative Service in 1966 and was the Secretary - Ministry of Corporate Affairs, Government of India before his retirement. He was also the first Head of the Competition Commission of India until 2008. He has held various other positions with the Government of India and Government of Madhya Pradesh. He has also been an ex-officio member on the board of SEBI, Life Insurance Corporation, General Insurance Corporation and has worked with the UnitedNations Industrial Development Organisation. He presently has a leading Law practice specialising in Competition Law. He also advises on corporate governance issues. He also serves as an Independent Director on the Board of various companies.Since the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.

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Ratification of remuneration to be paid to M/s. R. J.Goel & Co., Cost Accountants, Cost Auditors of theCompany.

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. R. J. Goel & Co., Cost Accountants, as Cost Auditors to conduct the audit of the cost records of the Company at a remuneration of ` 1,40,000/- plus service tax and reimbursement of out of pocket expenses for the financial year ending March 31, 2015.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, ratification of the members is being sought for the proposal contained in the resolution as set out at Item No. 12 of the Notice.


Amendment in the exercise period under EmployeeStock Option Plan 2008 (ESOP Scheme)

The Company’s present Employee Stock Option Plan 2008 (ESOP Scheme) was approved by the shareholders of the Company on August 28, 2008. As per the present terms, options granted under the ESOP Scheme can be exercised over a period of 7 years from the Grant Date. In order to enable employees to phase out the fund requirements over a longer tenure, it is proposed to revise the exercise period from ‘Seven years from Grant Date’ to ‘Seven Years from respective Vesting Dates’. Further, in terms of Plan I of the ESOP Scheme, there are two vesting schedules viz. 4 years vesting schedule for General Category i.e. all permanent employees of the Company and 5 years vesting schedule for Special Category i.e. Directors and UC Cadre employees.Since the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.

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Amendment in the vesting schedule under EmployeeStock Option Plan 2008 (ESOP Scheme)

In order to have uniformity in the vesting schedule across all employees of the Company, it is proposed to revise vesting schedule of options granted to ‘UC Cadre employees’ as under:

i) 20% vesting of the total numbers of options on completion of 1 year from the Grant Dateii) 20% vesting of the total numbers of options on completion of 2 years from the Grant Dateiii) 25% vesting of the total numbers of options on completion of 3 years from the Grant Dateiv) 35% vesting of the total numbers of options on completion of 4 years from the Grant DateSince the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.

Glaxosmithkline consumer healthcare Limited

To consider and adopt the Audited Financial Statements of the Company for the 15 months period ended March 31, 2014including audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the 15 months period endedMarch 31, 2014, together with the Reports of the Directors and Auditors.

The Company has earned total revenue Rs 50,75,48.08 Lacs as on 31st March 2014 as compared to Rs 33,01,27.94 Lacs as on 31st March 2013

The Company has incurred total expenses Rs 40,59,40.88 Lacs as on 31st March 2014 as compared to Rs 26,52,59.09 Lacs as on 31st March 2013

Net profit being Rs. 6,74,74.68 Lacs as on 31st March 2014 as compared to Rs 4,36,75.58 Lacs as on 31st March 2013 .


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To declare a Dividend on equity shares for the 15 months period ended March 31, 2014.

We propose voting in favor of the resolution to declare dividend on Equity shares for the 15 months period ended March 31, 2014

To appoint Statutory Auditors and to authorise the Board of Directors to fix their remuneration

It is proposed to appoint M/s. Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E) , as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting.


Abbot India Limited

To receive, consider and adopt the audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for 15 months’ period ended on that date together with the Reports of Directors and Auditors thereon.

The Company has earned total revenue Rs 2345,10.75 Lacs for 15 months period as on 31st March 2014 as compared to Rs 1675,00.33 Lacs as on 31st December 2012

The Company has incurred total expenses Rs 2050,55.40 Lacs for 15 months period as on 31st March 2014 as compared to Rs 1470,40.46 Lacs as on 31st December 2012

Net profit being Rs. 294,55.35 Lacs for 15 months period as on 31st March 2014 as compared to Rs 214,99.29 Lacs as on 31st December 2012 .


To declare a final dividend.

We propose voting in favor of the resolution to declare dividend on Equity shares for the 15 months period ended March 31, 2014

Appointment of S R B C & CO LLP, Chartered Accountants as the Statutory Auditors

It is proposed to appoint M/s. S R B C & CO LLP, Chartered Accountants , as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 75th Annual General Meeting.


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Ratification of remuneration payable to M/s N I Mehta & Co., Cost Auditors

The Board, based on recommendation of the Audit Committee, approved the appointment of M/s. N I Mehta, Cost Accountants (having Registration no. 000023) as the Cost Auditors for conducting the Cost Audit of the Company for the financial year ending March 31, 2015 at a remuneration of ` 6.05 Lakhs plus service tax as applicable and reimbursement of reasonable expenses. Pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, remuneration payable to M/s N I Mehta & Co, Cost Auditors, as stated above, requires ratification by the Members


Appointment of Ms Valentine Yien as Director

Ms Valentine Yien was appointed as an Additional Director by the Board with effect from December 23, 2013 in terms of Section 260 of the Companies Act, 1956 read with Article 113 of the Articles of Association of the Company. In terms of the provisions of Section 161 (1) of the Companies Act, 2013, Ms Yien holds office up to the date of this Annual General Meeting.Ms Yien is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as Director. Ms Yien is the Vice President, Treasurer, Abbott Laboratories since February, 2010. Prior thereto, she was Corporate Vice President- Operations Finance at Hospira. Ms Yien joined Abbott in 1982 and has held a series of leadership positions of increasing responsibility, including Divisional Vice President-Hospital Products Division, Assistant Controller-Corporate Finance and Administration; Division Controller-Abbott Health Systems Division and various other positions in Abbott Diagnostics Division and Internal Audit. Ms Yien holds a Master’s degree in Management from Northwestern University and a Bachelor of Science degree from Nebraska Wesleyan University.Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same

for for Appointment of Mr R. A. Shah as Independent Director

Mr R. A. Shah is a Non-Executive Independent Director on the Board of the Company since 1983. Mr Shah is liable to retire by rotation at this Annual General Meeting under the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment.

In terms of the provisions of Section 149 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, Mr Shah is proposed to be appointed as Independent Director for a term upto March 31, 2019, not liable to retire by rotation

Mr Shah is a Solicitor and Senior Partner of M/s Crawford Bayley & Co. He specializes in a broad spectrum of Corporate Laws in general, with special focus on Foreign Investments, Joint Ventures, Technology and Licence Agreements, Intellectual Property Rights, Mergers and Acquisitions, Corporate Laws, Competition Law and Insider Trading Regulations.



Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same

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Appointment of Mr Ranjan Kapur as Independent Director

Mr Ranjan Kapur is a Non-Executive Independent Director on the Board of the Company since 2006. Mr Kapur is liable to retire by rotation at this Annual General Meeting under the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment. In terms of the provisions of Section 149 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, Mr Kapur is proposed to be appointed as Independent Director for a term upto March 31, 2019, not liable to retire by rotation.

Mr Kapur is an ex-Citibanker. He is a veteran of the advertising business having spent 40 years with Ogilvy and credited with its turnaround and accelerated growth. He was also involved in his personal capacity in the development of technology based online and mobile service company.




Retirement of Mr Ashok Dayal, Director

Mr Ashok Dayal is a Non-Executive Independent Director of the Company since 2003. Mr Dayal retires by rotation at this Annual General Meeting under the applicable provisions of the Companies Act, 1956 and does not seek re-appointment for personal health reasons. The Board proposes not to fill, for the time being, the vacancy caused due to his retirement.

Since the proposal is in compliance with provisions of Companies act 2013 we may vote for the same


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Ultratech Cement Limited

To receive, consider and adopt the AuditedBalance Sheet as at 31st March, 2014 and theStatement of Profit & Loss for the financial yearended 31st March, 2014 and the Report of theDirectors’ and Auditors’ thereon.


The Company has incurred total expenses Rs 16,461.90 crore as on 31st March 2014 as compared to Rs 15,504.48 crore as on 31st March 2013

Net profit being Rs. 2,144.47 crore as on 31st March 2014 as compared to Rs 2,655.43 crore as on 31st March 2013 .


To declare dividend on equity shares for theyear ended 31st March, 2014.

We propose voting in favor of the resolution to declare dividend on Equity shares for the period ended March 31, 2014

To appoint a Director in place of Mr. D. D. Rathi(DIN: 00012575), who retires by rotationand, being eligible, offers himself forre-appointment


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Appointment of Deloitte Haskins & Sells LLP, CharteredAccountants, Mumbai (Registration No.:117366 W / W-100018) and M/s. G. P. Kapadia& Co., Chartered Accountants, Mumbai(Registration No.: 104768W) be and arehereby re-appointed as Joint StatutoryAuditors of the Company,

It is proposed to appoint Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai (Registration No.: 117366 W / W-100018) and M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai (Registration No.: 104768W) , as Joint Statutory Auditors of the Company


M/s. Haribhakti & Co.,Chartered Accountants, Mumbai (RegistrationNo.: 103523W)\as Branch Auditors of the Company,

It is proposed to M/s. Haribhakti & Co., Chartered Accountants, Mumbai (RegistrationNo.: 103523W) , as Branch Auditors of the Company


for for M/s. N. I. Mehta& Co., Cost Accountants, Mumbai andM/s. N. D. Birla & Co., Cost Accountants,Ahmedabad appointed by the Board ofDirectors of the Company to conduct the auditof the cost records of the Company for thefinancial year ending 31st March, 2015

The Board of Directors of your Company, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. N. I. Mehta & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, Cost Auditors, to conduct the audit of the cost records of the Company for the financialyear ending 31st March, 2015.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.


for for Appointment of Mr. Arun Adhikari(DIN: 00591057) as Director

Mr. Arun Adhikari was appointed as an additional director on the Board of the Company with effect from 3rd December, 2013 to hold office only up to the date of the ensuing Annual General Meeting.

Mr. Adhikari is an alumni of the Indian Institute of Technology, Kanpur and the Indian Institute of Management, Calcutta. He has also undergone an Advanced Management Program at the Wharton School, University of Pennsylvania, USA. He joined Hindustan Lever Limited as Management Trainee in 1977 and was with the Unilever Group workingin India and overseas. He has held roles of increasing responsibility in the organisation across strategy, corporate development, sales, consumer research and marketing, culminating in general management and leadership roles.

Section 149 of the Act interalia stipulates the criteria of independence for appointment of an Independent Director on the Company’s Board. An Independent Director can hold office for a term up to 5 (five) consecutive years on the Board of the Company and he shall not be included in the total number of directors liable to retire by rotation




for for Appointment of Mr. R. C. Bhargava(DIN: 00007620) as Independent Director

The Companies Act, 2013 (“the Act”) provides for appointment of Independent Directors for a term upto 5 consecutive years. Further the Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement interalia stipulating the conditions for the appointment of Independent Directors by a listed Company.

The following Directors are Independent Directors viz. Mr. R. C. Bhargava, Mr. G. M. Dave, Mr. S. B. Mathur and Mr. S. Rajgopal on the Board of the Company

Mr. R. C. Bhargava holds a Master’s degree in Science (Maths) and Arts (Dev. Economics). He joined the Indian Administrative Service in 1956. He has held several senior positions with the Government of India (Joint Secretary,Ministry of Energy and Joint Secretary in Cabinet Secretariat) and Public Sector Undertakings. He is presently the Chairman of Maruti Suzuki India Limited and also serves on the Board of many reputed Companies.




for for Appointment of Mr. G. M. Dave(DIN: 00036455) as Independent Director



Mr. G. M. Dave holds a Master’s Degree in Commerce and a Bachelor’s Degree in Law.He is a partner of Dave & Girish & Co., Advocates. He is also on the Board of severalcompanies.




for for Appointment Mr. S. B. Mathur(DIN: 00013239) as Independent Director



Mr. S. B. Mathur was the Chairman of the Life Insurance Corporation of India (LIC) from August 2002 to October 2004. He has been sponsored by United States Agency for International Development (“USAID”) for a training program on housing finance at the Wharton Business School of the University of Pennsylvania. He also holds Trusteeships, Advisory/Administrative Roles on Government Bodies, Authorities and Corporations. He is the former Secretary General of Life Insurance Council.




for for Appointment Mr. S. Rajgopal(DIN: 00001133) as Independent Director



Mr. S. Rajgopal is an IAS Officer. He served in the Indian Administrative Service and retired as Union Cabinet Secretary, Government of India.





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Hero Motor Corp Limited

To receive, consider and adopt the Audited Financial Statements(including Consolidated Financial Statements) of the Companyfor the financial year ended March 31, 2014, together with thereports of the Director’s and Auditor’s thereon.


The Company has incurred total expenses Rs 22,854.60 crore as on 31st March 2014 as compared to Rs 21,637.29crore as on 31st March 2013

Net profit being Rs. 2,109.08crore as on 31st March 2014 as compared to Rs 2,118.16crore as on 31st March 2013 .


To declare a Dividend of ` 65 per Equity Share on 199,687,500Equity Shares of ` 2 each for the financial year 2013-14.


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To appoint a director in place of Mr. Brijmohan Lall Munjal(DIN 00004134), who retires by rotation and being eligible hasoffered himself for re-appointment.

In terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013, effective from April 1, 2014, for the purpose of determining the directors liable to retire by rotation, the Independent Directors shall not be included in the total number of Directors of the Company.

Mr. Brijmohan Lall Munjal, Chairman and Director in Wholetime employment of the Company was re-appointed on July 21, 2011. Mr. Munjal, born on July 1, 1923, has come a long way in his corporate journey with his distinct qualities ofleadership, entrepreneurship and vision. He has steered the Company to national and international recognition. With his vision and leadership, Hero MotoCorp Ltd. today stands as the largest manufacturer of two-wheelers in the world. Many awards have been conferred upon Mr. Munjal, prominent among them is ‘Padma Bhushan’ conferred by Government of India in recognition of his immense contribution to the nation in the field of trade and industry.


Appointment of M/s. Deloitte Haskins & Sells, (FR No. 015125N)Chartered Accountants, the retiring Auditors as StatutoryAuditors of the Company for 3 (three) consecutive years

It is proposed to appoint M/s. Deloitte Haskins & Sells, (FR No. 015125N)Chartered Accountants as Statutory Auditors of the Company


for for Appointment Mr. Pradeep Dinodia (DIN 00027995) as Director

Mr. Pradeep Dinodia aged 60 years, was born on December 2, 1953. He joined the Board of Directors of the Company on March 31, 2001 as a Non-Executive and Independent Director.

Mr. Dinodia is the Chairman of the Audit Committee and a member of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee respectively of the Board of Directors of the Company. Mr. Dinodia is a fellow member of The Institute of Chartered Accountants of India and a Senior Partner in the Delhi based Chartered Accountancy firm M/s. S. R. Dinodia & Co. LLP. Mr. Dinodia has done his Graduation in B.A. (Economics) from St. Stephens College and LLB from Delhi University. He has co authored a book “Transfer Pricing Demistyfied”.He has rich experience in Tax Litigation, Accounting, SuccessionPlanning and Corporate Governance.




for for Appointment of Gen. (Retd.) V. P. Malik (DIN 00006628) as Independent Director

Gen. (Retd.) V. P. Malik aged 74 years, was born on November 1, 1939. He joined the Board of Directors of the Company on May 4, 2001 as a Non-Executive and Independent Director. Gen. Malik is the Chairman of the Nomination and Remuneration Committee and a member of the Audit Committee and Corporate Governance Committee respectively of the Board of Directors of the Company.Gen. Malik retired as Chief of the Indian Army in September, 2000. During his distinguished military career, he received number of awards including the Ati Vishista Seva Medal (AVSM) and the Param Vishishta Seva Medal (PVSM) - the highest National Award for distinguished Military services.




for for Appointment of Mr. Ravi Nath (DIN 00062186) as Independent Director

Mr. Ravi Nath aged 69 years, was born on December 16, 1944. He joined the Board of Directors of the Company on October 14, 2009 as a Non-Executive and Independent Director. Mr. Nath is member of the Nomination and Remuneration Committee of the Board of Directors of the Company.

Mr. Nath is an Advocate of Supreme Court of India and Partner at one of India’s oldest legal firms Rajinder Narain & Co. He is a Commerce Graduate and has done his LL.B.- Intl. & Company Laws from King’s College, London and PIL from Harvard. He has rich and specialised experience in Complicated Cross border acquisitions and transactions, Structured Aviation and other Finance and Leasing.

He has been recognized several times by Euromoney and others, as a leading lawyer in India for M&A, Aviation & Asset Finance, and Cross border issues and was Listed in Who’s Who and Legal 500. He also serves on International Registry Advisory Board under Cape Town Convention. He was also Conferred with by the Bar Association of India’s highest honour by The Chief Justice of India and Law Minister.



for forAppointment Dr. Anand C. Burman (DIN 00056216) as Independent Director

Dr. Anand C. Burman aged 62 years, was born on May 5, 1952. He joined the Board of Directors of the Company on January 13, 2010 as a Non-Executive and Independent Director. Dr. Anand C. Burman is the Chairman of Dabur India Ltd, one of India’s leading consumer goods companies with presence in over 60 countries around the globe. Dr. Burman is a trained pharmacist and is widely recognized for his interests in Research & Development that has helped him earn over 40 patents against his name. Dr. Burman has particular interests in the areas of R&D in Pharmaceutical Sciences as well as Biotechnology and Technologyissues. His education was both multidisciplinary and international. He completed his high school education from St. Paul’s School in Darjeeling, India and followed it with a B.Sc. in Chemistry from the University of Wisconsin and M.Sc. in Chemistry from the University of Kansas. His Doctorate was in the area of Pharmaceutical Chemistry from the University of Kansas in 1980.




for for Appointment Dr. Pritam Singh (DIN 00057377) as as Independent Director

Dr. Pritam Singh aged 73 years, was born on June 14, 1941. He joined the Board of Directors of the Company on September 28, 2004 as a Non-Executive and Independent Director of the Company. Dr. Singh is the Chairman of the Stakeholders Relationship Committee and a member of the Audit Committee of the Board of Directors of the Company.

In the contemporary academic and business world Dr. Singh is considered as one of the leading management Gurus in the area of leadership, business strategy and institution building. He has worked as Professor, Dean and Director in leading academic institutions like XLRI, ASCI, IIM-B, IIM-L, and MDI. Currently he is the Director General of another leading Business School- International Management Institute, New Delhi.

Dr. Singh has published seven seminal books in the field of leadership and strategy of which three are award winning. He is a well known speaker in different parts of the world- US, UK, Greece, Russia, France, Thailand, Egypt, Mauritius, Holland, etc. He has received numerous awards in recognition of his contribution in the field of management and institution building. Some of the notable ones are the Padma Shree, Global Thought Leader by MIRBIS Russia,TIE- California Award for Entrepreneurship, Best CEO Award byNHRDN, Dr. S. Radhakrishnan Memorial Award, etc.

He is M.Com (BHU), MBA (USA), Ph.D (BHU), D. Litt Honoris Causa (UPTU).




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Appointment Mr. M. Damodaran (DIN 02106990) as as Independent Director

Mr. M Damodaran aged 67 years, was born on May 4, 1947. He joined the Board of Directors of the Company on June 16, 2008 as a Non- Executive and Independent Director. Mr. Damodaran is member of the Audit and Stakeholders Relationship Committee respectively of the Board of Directors of the Company.Mr. Damodaran belonged to the Indian Administrative Service, Manipur-Tripura cadre and had held various coveted positions in Government/ Public Sector and Regulatory Bodies.

In the past he held the position of Chairman of the Unit Trust of India. He also headed the IDBI before being appointed as the Chairman of the Securities and Exchange Board of India (SEBI), the country’s financial market watchdog. He was earlier appointed as an Officer on Special Duty with the Reserve Bank of India dealing primarily with the restructuring of 3 identified weak public sectorbanks. Prior thereto he was Joint Secretary (Banking Division) in the Ministry of Finance.




modify the terms of appointment of Mr. Brijmohan LallMunjal (DIN 00004134), Chairman and Whole-time Director

The Board of Directors of the Company in their meeting held on May 28, 2014 on the recommendation made by the Nomination and Remuneration Committee in its meeting held on May 27, 2014 and in accordance with the provisions of Sections 196 & 152 and other applicable provisions, if any, of the Companies Act, 2013 partially varied the terms of appointment of Mr. Brijmohan Lall Munjal, Chairman and Director in the Whole-time employment to the extent that there will be no break in his office as Whole Time Director in case he is re-appointed on determination of his office by retirement of directors by rotation.

The Board recommends the Special Resolution regarding variation in terms of his appointment for the approval by the Shareholders of the Company.


for for

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modify the terms of remuneration by way of Commissionto Non-Executive and Independent Directors

The Members of the Company at the 30th Annual General Meeting held on September 10, 2013, approved payment of commission of a sum not exceeding 0.1% per annum of the Net Profits of the Company, calculated in accordance with provisions of Section 198 of the Companies Act, 1956 to Non-Executive and Independent Directors of the Company, payable annually commencing from thefinancial year 2012-13.

Considering, that the role, responsibilities and participation of the Non-Executive and Independent Directors in the affairs of the Company have increased over a period of time, the commission payable to Non Executive and Independent Directors (“NEID”) is being enhanced to 1 (one)% per annum of the Net Profits of the Company subject to the approval of the Shareholders, for the period commencing from April 1, 2014.


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

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of ` 3.65 lacs of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Shareholders of the Company.



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Tata Steel Limited

Increase in borrowing limits from ` 50,000 crores to ` 70,000 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.

The Company’s strategy and plans include making investments to significantly expand its operations in India, especially through investments in fixed assets for the green-field project in Kalinganagar in Odisha (the “Odisha Project”). The first phase of the Odisha Project of 3 million tonnes per annum would cost around ` 29,000 crores on plant and machinery (up to the hot strip mill stage), capital expenditure for mining of iron ore and other infrastructure in and around the facilities. Of this amount, the Company has invested around `16,000 Crores as of 31st March 2014, and plans to invest the remaining amounts over the next 2-3 years. The stage wise commissioning of the first phase is expected to be initiated towards the end of FY 2014-15. Subsequent to the commissioning and ramp up of the first phase of operations in Kalinganagar, the Company will also progress towards the implementation of second phase of the project, which will take the overall production capacity to 6 million tonnes per annum of crude steel in Kalinganagar and overall production capacity of the Company to 16 million tonnes per annum in India. The Company has obtained commitment from various Indian banks/ lenders for ` 23,000 crores for both phases of the Odisha project of which it has drawn loans of ` 2,000 crores as of 31st March 2014. The Company continues to invest in the maintenance, expansion and up-gradation of its steel and mining assets for improving asset quality which would enhance shareholder value in the future. As part of the Company’s capital structure strategy, it has utilised its internal accruals towards green-field and brown-field expansion projects and for repayment of its debt obligations. The funding plan also envisages refinancing of debt maturing over the next 2-3 years and rebalancing of the debt profile of the Group.As on 31st March, 2014, the net-worth of the Company was approximately ` 61,148 crores. It is proposed to increase the borrowing limits to enable the Directors to borrow monies, provided that the total amount so borrowed by the Board shall not at any time exceed ` 70,000 crores or the aggregate of the

Creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings.

The shareholders of the Company, through postal ballot resolution dated 30th March 2012 had accorded their consent to the Board of Directors for creation of charges/mortgages/hypothecations for an amount not exceeding ` 50,000 crores or the aggregate of the paid up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose at the relevant time, whichever is higher.The proposed borrowings of the Company may, if necessary, be secured by way of charge/ mortgage/ hypothecation on the Company’s assets in favour of the lenders/ holders of securities / trustees for the holders of the said securities as mentioned in the Resolution at Item No. 2. As the documents to be executed between the lenders/security holders/ trustees for the holders of the said securities and the Company may contain provisions to take over substantial assets of the Company in certain events, it is necessary to pass a special resolution under Section 180(1)(a) of the Act, for creation of charges/mortgages/hypothecations for an amount not exceeding ` 70,000 crores or the aggregate of the paid up capital and free reserves of the Company, whichever is higher.Since the proposal is in the normal course of business, we may vote for the same.

for for

2/8/2014 Agm Management Proposal for for

for for

Further issuance of Securities not exceeding ` 14,000 crores (DIN 00004134), who retires by rotation and being eligible hasoffered himself for re-appointment.

It is proposed to obtain approval of the members under Sections 41, 42, 62, 71 and other applicable provisions, if any, of the Act, read together with the Rules made thereunder (to the extent applicable), to enable the Company to make a private placement of debt securities (convertible into equity or otherwise) in the international and/or domestic capital markets, in one or more tranches within such limit as set out in the Resolution at Item No. 3 of the Notice. The pricing for any instrument which may be issued by the Company on the basis of this Resolution will be done by the Board or a committee thereof in accordance with applicable law including SEBI (ICDR) Regulations and foreign exchange regulations as may be applicable.The issues will be structured in a manner such that the additional Ordinary Share capital that may be issued under Resolution at Item No. 3 would not be more than 5% of the paid-up Ordinary Share capital of the Company. .Since the proposal is in the normal course of business, we may vote for the same

Apollo Tyres Limited

To receive, consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2014 and reportsof the Board of Directors and of the Auditors thereon.


The Company has incurred total expenses Rs 81,054.66 million as on 31st March 2014 as compared to Rs 80,903.49 million as on 31st March 2013

Net profit being Rs. 4,426.19 million as on 31st March 2014 as compared to Rs 3,125.28 million as on 31st March 2013 .




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To appoint a Director in place of Mr P H Kurian (DIN – 00027596), who retires by rotation, and being eligible, offers himself for reappointment.

Mr P H Kurian, aged about 55 years has been nominated on the Board by Govt. of Kerala with effect from December 11, 2013. He is the Principal Secretary (Industries & IT) Department with Kerala Govt. and a senior bureaucrat with vast experience in civil services. He joined the Board of Directors of the Company in the year 2013.

Mr. Kurian holds directorships in companies more than theprescribed limit. The director should re consider his directorships so as to be within the regulatory prescriptions.


To appoint Auditors and fix their remuneration

It is proposed to appoint M /s. Deloitte Haskins & Sells, (FR No. 015125N)Chartered Accountants as Statutory Auditors of the Company


remuneration to the Cost Auditor for the financial year 2014-15 and

The Board at its meeting held on February 12, 2014, on the recommendation of the Audit Committee, had re-appointed M/s N P Gopalakrishnan & Co., Cost Accountants for carrying out Cost Audit of the Company’s plants at Perambra, Vadodara and Chennai as well as Company’s leased operated plant at Kalamessery for the financial year 2014-15 on remuneration of ` 2.00 lac plus reimbursement of out of pocket expenses.

Since the same is in compliance with provisions of Companies act 2013 we may vote for the same

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for Against

To appoint Mr A K Purwar (DIN 00026383), as an Independent Director

Mr A K Purwar, aged about 68 years, holds a master’s degree in commerce from Allahabad University. He also holds a diploma in business management from Allahabad University. Mr Purwar was the Chairman of the Indian Banks’ Association during 2005-06. He is a past member of the advisory board for the Institute of Indian Economics Studies, Waseda University, Tokyo. Mr Purwar received the ‘CEO of the Year’ award from the Institute for Technology and Management in 2004, ‘Outstanding Achiever of the Year’ award from Indian Banks’ Association in 2004 and ‘Finance Man of the Year’ award from the Bombay Management Association in 2006. He has over 44 years of experience in the fields of banking and finance. Prior to joining our Company, he has worked at various banking institutions in Japan and India, including State Bank of Patiala and State Bank of India.

He joined the Board of Directors of the Company in the year 2007.




To appoint Mr K Jacob Thomas (DIN 00015603), as an Independent Director

Mr K Jacob Thomas, aged about 78 years is the Managing Director of Vaniampara Rubber Co. Ltd. and Comfoam Ltd. He has vast experience in rubber plantation business. He is on the Board of Apollo Tyres Ltd since incorporation of the Company.



However, keeping in view the long term accosiation with the Company, the director cannot be considered as independent.

In view of good corporate governance, we may vote against the same

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To appoint Mr Nimesh N Kampani (DIN 00009071), as an Independent Director

Mr Nimesh N Kampani aged about 68 years, holds a bachelor’s degree in commerce from Sydenham College, Mumbai and is a qualified Chartered Accountant. He has vast experience in the fields of investment banking, securities trading, merger and acquisitions and providing financial solutions. Prior to joining our company, Mr Kampani has served on various committees of the SEBI and was a member of the Bhagwati Committee on the Takeover Code. He has also served as a Chairman and member of the Financial Services Committee and National Council of the Confederation of Indian Industry. Mr Kampani joined the Board of Directors of the Company in the year 1997.




To appoint Mr Robert Steinmetz (DIN 00178792), as an Independent Director

Mr Robert Steinmetz, aged about 74 years, joined the board of your company during 1999. He has been the Chief of International Business Unit of Continental AG, Germany, the past supplier of tyre manufacturing technology to your Company. He has rich experience in International Tyre Business.




for for To appoint Dr S Narayan (DIN 00094081), as an Independent Director

Dr S Narayan IAS, aged 71 years, is a retired officer from the Indian dministrative Service. He holds a Master’s degree in Physics from the University of Madras and also holds Master’s degree in Business Management (Finance) from the University of Adelaide, Australia and M. Phil in Development Economics from the University of Cambridge, UK. He holds a Ph. D from Indian Institute of Technology, Delhi. He is a visiting senior research fellow at the Institute of South Asian Studies, National University of Singapore, since 2005. Dr Narayan has heldvarious positions in the GoI, including the Secretary, Ministry of Petroleum and Natural Gas, GoI during 1999-2000 and the Economic Advisorto the Prime Minister during 2003-04.




for for To appoint Mr Vikram S Mehta (DIN 00041197), as an Independent Director

Mr Vikram S Mehta, aged about 62 years, began his illustrious career as Member of the Indian Administrative Service of the Government of India. He was associated with some of the leading companies like Shell Group of Companies, Philips Petroleum in London and CII. He has held Advisory positions with world –renowned petroleum companies and the Indian Government’s Ministry of Petroleum. He joined the Board of the Company in the year 2013. He has a BA (Hons) from St. Stephens College, Delhi University, MA (Economics) fromMagdalen College, Oxford University and MA (Energy Eco) from the Fletcher School of Law and Diplomacy, Tufts University




for for To appoint Mr Akshay Chudasama (DIN 00010630), as an Independent Director

Mr Akshay Chudasama, was appointed by the Board as an additional Director on the Board of your Company w.e.f. November 11, 2013, pursuant to section 161(1) of the Companies Act, 2013. Mr Akshay Chudasama, holds office upto the date of the ensuing annual general meeting. A notice under section 160 of the Companies Act, 2013 has been received from a member along with a deposit of ` 1 lac proposing the candidature of Mr Akshay Chudasama as a Director of the Company. Mr Akshay Chudasma aged about 45 years, is the partner of leading legal firm M/s J. Sagar Associates. He has been practicing law since 1994and specializes in Mergers & Acquisitions, Joint Ventures, Cross Border Investments, Private Equity, Real Estate, Hospitality, Franchising and Media & Entertainment law.




for for To appoint Ms Pallavi Shroff (DIN 00013580), as an Independent Director

Ms Pallavi Shroff, was appointed by the Board as an additional Director on the Board of your Company w.e.f. May 15, 2014, pursuant to section 161(1) of the Companies Act, 2013. Ms Shroff, holds office upto the date of the ensuing annual general meeting. A notice under section 160 of the Companies Act, 2013 has been received from a member along with a deposit of ` 1 lac proposing the candidature of Ms Shroff as a Director of the Company.Ms Shroff, aged about 58 years, serves Partner at Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates & Solicitors, New Delhi.

Ms Shroff experience includes ad-hoc arbitrations and institutional arbitrations under ICC, LCIA, UNCITRAL etc. She has experience in arbitrations arising from shareholders’ disputes, construction disputes, and investment related and international arbitrations in the energy sector. She has successfully represented International giants like GE, Coca-Cola, Nestle, Indian Oil Corporation, Videocon, ICICI Bank,Tatas, Apollo Tyres etc. and in various domestic disputes and domestic international arbitrations.




for for To authorise raising of funds through issue of Securities

In order to meet Capital expenditure (Capex) requirements including expansion of the Truck & Bus radial tyre capacity at the Chennai plant and conversion of the Company’s leased operated plant at Kalamassery from bias truck tyres to specialty/industrial tyres to pursue Company’s organic growth opportunities and for other corporate purposes, the Board in its meeting held on July 2, 2014, proposed to raise funds through Rights issue / Preferential issue /Private placement(s)/QIP/ Public Issue of equity shares at par or premium, Convertible or Non Convertible Debentures with Warrants and/or by way of issue of FCCB’s and/or such other instruments and on such terms and conditions as may be decided by the Board or Committee thereof upto USD 200 million

Section 62 (1) (c) of the Companies Act, 2013 and clause 23 of the Listing Agreement provide, inter alia, that when it is proposed to increase the issued capital of a Company by allotment of further shares, such further shares shall be offered to the existing shareholders of the Company in the manner laid down in the section unless the shareholders decide otherwise.

Since the Special Resolution proposed may result in issue of Equity Shares of the Company otherwise than to the members of the Company, consent of the Shareholders is being sought pursuant to the provisions of sections 23, 42 and 62(1) (c) and all other applicable provisions of the Companies Act, 2013 and the Listing Agreements


for for To authorise placement of Non-Convertible Debentures

In order to augment long term resources for financing the repayment of existing debt and/or for general corporate purposes, the Board in its meeting held on July 2, 2014, proposed to seek the approval of shareholders through special resolution to raise funds not exceeding ` 500 crore through Issue of Unsecured/Secured Non-Convertible Debentures (NCDs) through Private Placement, in one or more tranches within overall borrowing limits of the company as approved by the members from time to time, on such terms and conditions as may be decided by the Board or Committee thereof.

As per provisions of Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, a company shall not make a Private Placement of its securities unless the proposed offer of securities or invitation to subscribe to securities has been previously approved by the Shareholders of the Company by a Special Resolution for each of the offers or invitations. However, in case of offer or invitation for “non-convertible debentures”, it shall be sufficient if the company passes a previous Special Resolution only once in a year for all the offers or invitations for such debentures during the year.

Further, the Board of Directors of the Company (the “Board”) or any duly constituted Committee of the Board or such other authority as may be approved by the Board, shall be authorized to determine the terms of the Issue, including the class of investors to whom the NCDs are to be allotted, the number of NCDs to be allotted in each tranche, issue price, tenor, interest rate, premium/discount to the then prevailing market price, amount of issue, discount to issue price to a class of bond/debenture holders, listing, issuing any declaration / undertaking etc. required to be included in the Private Placement Offer Letter and any other regulatory requirement for the time being in force.

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To approve the increase in the limits of FIIs Holding in the Company

In terms of Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, the Foreign Institutional Investors (“FIIs”) registered with SEBI can acquire and hold on their own account and on behalf of their SEBI approved sub-accounts together, up to an aggregate limit of 24% of the paid up Equity Share capital of an Indian Company. The said Regulations further provide that the limit of 24% can be further increased up to the sectoral cap/statutory ceiling as applicable, by passing a Resolution of the Board, followed by a Special Resolution to that effect by its members.

At the annual general meeting of the Company held on July 26, 2007, the Members, by a Special Resolution, had increased the limit for investments by FIIs to 30% of the Company’s paid-up Equity Share Capital and further to 40% by passing a resolution through postal ballot on November 6, 2012.

As your Company proposes to raise funds, this would evince potential interest from FIIs in the Company. Therefore, the Board had at its Meeting held on July 2, 2014 decided to increase the aggregate permissible limit of FIIs Equity Shareholding in the Company from 40% to 45% of the paid-up Equity Share Capital of the Company, subject to the approval of the Members.


Adani Ports and Special Economic Zone Limited

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





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for Against

To declare dividend on Preference Shares.


To declare dividend on Equity Shares.


To appoint a Director in place of Mr. Rajesh S. Adani (DIN: 00006322), who retires by rotation and being eligible,offers himself for re-appointment.

Mr. Rajesh Adani has been associated with Adani Group since its inception. He is in charge of the operations of the Group and has been responsible for developing its business relationships. His proactive, personalized approach to the businessand competitive spirit has helped towards the growth of the Group and its various businesses.



It is proposed to appoint M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No.: 324982E) as Auditors of the Company in place of the retiring Auditors M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (FirmRegistration No: 101049W)

Since both the firms are under same network it is not in compliance with provisions of Companies act 2013 we may vote against the same.

for for To appoint Mr. D. T. Joseph (DIN: 01716572), as an Independent Director

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Mr. D. T. Joseph, Mr. Arun Duggal, Prof. G. Raghuram, Mr. G. K. Pillai and Mr. Sanjay Lalbhai, asIndependent Directors of the Company at various times, in compliance with the requirements of the clause.

Pursuant to the provisions of section 149 of which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors, who are not liable to retire by rotation. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges (to come into force w.e.f. October 1, 2014), an Independent Director cannot hold office for more than two consecutive terms of five years each and any tenure of an Independent Director on the commencement of the Companies Act, 2013 shall not be counted as a term.

Mr. D. T. Joseph is an Independent Director of the Company. He holds a master's degree in English from the University of Madras. He is a former Indian Administrative Service officer. He has served the Government of India and theGovernment of Maharashtra in various capacities including Secretary Shipping and Director General of Shipping. He was elected as President at the International Maritime Organization's Plenary Conference in February2004.


for for To appoint Mr. Arun Duggal (DIN: 00024262) as an Independent Director



Mr. Arun Duggal is an Independent Director of the Company. He holds a bachelor's degree in technology in mechanical engineering from Indian Institute of Technology, Delhi and a post graduate diploma in business administration from Indian Institute of Management, Ahmedabad. He is a chairman of board of the directors of Shriram Transport Finance Company Limited, Shriram CityUnion Finance Limited and Shriram Capital Limited.

He is also the vice chairman of International Asset Reconstruction Company. He is also a visiting professor at Indian Institute of Management, Ahmedabad.


for for To appoint Prof. G. Raghuram (DIN: 01099026) , as an Independent Director



Prof. G. Raghuram is an Independent Director of the Company. He holds a bachelor's degree in technology from the Indian Institute of Technology, Madras and a post graduate diploma in management from the Indian Institute of Management, Ahmedabad. He is currently a professor at the Indian Institute ofManagement, Ahmedabad and specializes in the areas of infrastructure and transportation systems, and supply chain and logistics management. The focus of his research and publications includes railways, ports and shipping, air and road sector, ser vice organizations and issues impacting logistics and supply chain management. He has previously taught at the Northwestern University, Illinois USA and the Tulane University, Louisiana USA. He is also a visiting faculty at several universities in USA, Canada, Yugoslavia, Tanzania, UAE, Singapore andseveral institutions in India. He has been the Vice Chancellor, Indian Maritime University, Chennai. He is a fellow of the Operational Research Society of India and Charted Institute of Logistics and Transport.


for for To appoint Mr. G. K. Pillai (DIN: 02340756) as an Independent Director



Mr. G. K. Pillai is an Independent Director of the Nil Company. He is a retired Indian Administrative Services officer. He holds a master's degree in science from the Indian Institute of Technology, Chennai. He started his career as sub-collector, Quilon and worked in revenue administration. He has previously held various government positions including special secretary for industries, especially the traditional industries of cashew, coir and handlooms; secretary, health and as principal secretary to the chief minister of Kerala, department of Commerce, Ministry of Commerce and Industry. He was the chairman of the board of approvals for special economic zones from 2006 to 2009.


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To appoint Mr. Sanjay Lalbhai (DIN: 00008329) , as an Independent Director



Mr. Sanjay Lalbhai is an Independent Director of the Company. He holds a bachelor's degree in science from Gujarat University and a master's degree in business management from Jamnalal Bajaj Institute of Management Studies. He is the chairman and managing director of Arvind Limited. He is the president of Ahmedabad Education Society and the Ahmedabad University. He is also a member of the board of governors of the Indian Institute of Management, Ahmedabad. He is also chairman of Ahmedabad Textile Industry's ResearchAssociation and a member of the council of management of the Physical Research Laboratory. He is also the chairman of Center for Environmental Planning and Technology. Mr. Sanjay S. Lalbhai is a member on the governingbody of Adani Institute of Infrastructure Management.


To appoint Mr. A. K. Rakesh, IAS (DIN: 00063819), as a Director

Mr. A. K. Rakesh is a Non Independent and Non- Executive Director of the Company. He as an IAS officer of the 1989 batch is Vice Chairman & Chief Executive Officer of Gujarat Maritime Board is appointed as GMB nominee on the Board of the Company. While holding the additional charge in GMB, he is also Development Commissioner, Government of Gujarat. He brings to the position dynamism and leadership qualities honed by over 20 years of working invarious State Government Departments. Beginning his Civil Services career as District Development Officer of Bhavnagar, He has held important positions like Collector of various districts, Jt. Commissioner of Sardar Sarovar Narmada Nigam Ltd., Additional Secretary of Finance Department, Managing Director of CivilSupplies Corporation Ltd., Mission Director at the Urban Development and Urban Housing Department.


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To appoint Mr. Sudipta Bhattacharya (DIN: 06817333), as a Director

Mr. Sudipta Bhattacharya is Whole Time Director of the Company. He is a graduate with a bachelor's degree in Chemical Engineering from the M. S.University of Baroda and also has master's degrees in Engineering from the Indian Institute of Technology and the University of Cincinnati in Ohio. He also has an MBA in Operations Managements and Finance from the University ofCincinnati. He was the Chief Executive Officer at Invensys, a global leader in plant automation technologies headquartered in Dallas, Texas. He has been the Senior Vice President for supply chain, manufacturing and product lifecycle applications at SAP AG. He has also worked for 10 years for the Tata Group in India (Tata Chemicals and Rallis India) managing chemical plant operations, engineering, and supply chain operations.


appointment of Mr. Sudipta Bhattacharya (DIN: 06817333) as anWhole Time Director of the Company, for a period of 5 (five) years w.e.f. May 15, 2014

Mr. Sudipta Bhattacharya graduated in 1989 with a bachelor's degree in Chemical Engineering from the M. S.University of Baroda and also has master's degrees in Engineering from the Indian Institute of Technology and the University of Cincinnati in Ohio. He also has an MBA in Operations Managements and Finance from the University of Cincinnati. He has served on the Executive Board of Directors of the Dallas Regional Chamber of Commerce and was the Chair of its Technology and Innovation Council for the period 2011-12. He is also the former Vice Chairman of the Manufacturing Enterprise Solutions Association (MESA), a standards board focused on improving manufacturing operations through effective application of technology. He has also served as an Advisory Board Member for the University of Texas, Dallas School of Management's Centre for Intelligent Supply Networks.Considering his versatile and diversified experience, the Board of Directors on the recommendation of Nomination and Remuneration Committee at its meeting held on May 15, 2014 appointed Mr. Sudipta Bhattacharya as an Additional Director and Whole Time Director of the Company for a period of 5 (five) years w.e.f May 15, 2014 at a remuneration of ` 3.50 Crores (Rupees Three Crores & Fifty Lacs Only) per annum including salary, perks and otherbenefits with a liberty to the Board of Directors or Nomination and Remuneration Committee to revise the remuneration without approval of Shareholders within the prescribed ceiling limit of Schedule V and other applicable provisions of the Companies Act, 2013.


for for re-appointment of Dr. Malay Mahadevia (DIN: 00064110) as anWhole Time Director of the Company, for a period of 5 (five) years w.e.f. May 15, 2014

DR. Malay Mahadevia is a Whole Time Director of the Company. He holds holds a master's degree in dental surgery from Nair Hospital Dental College. He was conferred with a doctorate of philosophy in coastal ecology around Mundra area, Kutch District, Gujarat by the Gujarat University in 2008. He has been working with the Company since 1992 and has worked on the development of theMundra Port since its conceptualisation. Currently he handles the marine and ports, special economic zones, health care, water supply, education, railway logistics and social infrastructure divisions of our Company. He has been awarded the outstanding manager of the year award of Gujarat by the Ahmedabad Management Association for the year 2002. He was also one of the finalists for 'Lead India' campaign organized by Times of India group in Gujarat. He is member of Gujarat Chamber of Commerce and Industry.

The members at the Annual General Meeting of the Company held on August 31, 2009 appointed Dr. Malay Mahadevia as Whole Time Director for a period of 5 (five) years with effect from May 20, 2009.

Dr. Malay Mahadevia is associated with Adani Group since 1992. He has contributed from grass roots to organization development with his rich experience and dedicated work with organization. He has played a vital role inimplementation of all infrastructure projects alongwith Mundra Port project. He holds a master's degree in dental surgery from Nair Hospital Dental College. He was conferred with a doctorate of philosophy in coastal ecology aroundMundra area, Kutch District, Gujarat by the Gujarat University in 2008.Considering his versatile and diversified experience towards growing business activities and the responsibilities shouldered by him, the Board of Directors on the recommendation of Nomination and Remuneration Committee at itsmeeting held on May 15, 2014, re-appointed Dr. Malay Mahadevia as a Whole Time Director for a further period of 5 (five) years w.e.f. May 15, 2014 at a remuneration of ` 3.50 Crores (Rupees Three Crores & Fifty Lacs) per annumincluding salary, perks and other benefits with a liberty to the Board of Directors or Nomination and Remuneration Committee to revise the remuneration without approval of Shareholders within the prescribed ceiling limit ofSchedule V and other applicable provisions of the Companies Act, 2013.

for for Borrowing powers

The members of the Company at its Annual General Meeting held on August 10, 2011 had authorised Board of Directors to exercise borrowing powers the outstanding amount of which at any time shall not exceed in the aggregateof ` 20,000 Crores (Rupees Twenty Thousand Crores Only).

Section 180(1)(c) of the Companies Act, 2013 which has replaced Section 293(1)(d) of the Companies Act, 1956 provides that the Board of Directors shall not borrow in excess of the Company's paid up share capital and free reserves, apart from temporary loans obtained from the Company's bankers in the ordinary course of business, except with the consent of the Company accorded by way of a special resolution. Further, as per a clarification issued by the Ministry of Corporate Affairs, the ordinary resolution earlier passed under Section 293(1)(a) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Companies Act, 2013i.e. upto September 11, 2014.

Accordingly, it is, therefore, necessary for the members to pass a special resolution under Section 180(1)(c) of the Companies Act, 2013, to enable to the Board of Directors to borrow money in excess of the aggregate of the paid upshare capital and free reserves of the Company.

Further, in view of expanding business operations of the Company, it is necessitated to enhance the borrowing limits by authorizing Board of the Directors or Committee thereof to borrow monies upto ` 25,000 Crores (Rupees Twenty Five Thousand Crores Only).


for for

for for

Creation of charges

The members of the Company at its Extra Ordinary General Meeting held on January 31, 2007 had authorised Board of Directors to create charge on all or any of the movable or immovable properties of the Company pursuant to Section293(1)(a) of the Companies Act 1956

Section 180(1)(a) of the Companies Act, 2013 which has replaced Section 293(1)(a) of the Companies Act, 1956 provides that the Board of Directors shall create charge on all or any of the movable or immovable properties of theCompany, except with the consent of the Company accorded by way of a special resolution. Further, as per a clarification issued by the Ministry of Corporate Affairs, the ordinary resolution earlier passed under Section 293(1)(a) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Companies Act, 2013 i.e. upto September 11, 2014. Accordingly, it is, therefore, necessary for the members to pass a special resolution under Section 180(1)(a) of the Companies Act, 2013 for creation of security upto limit specified in the resolution passed under Section 180(1)(c) ofthe Companies Act, 2013.


Further issue of securities

The Company proposes to have flexibility to infuse additional capital, to tap capital markets and to raise additional long term resources, if necessary in order to sustain rapid growth in the business, for business expansion and to improve the financial leveraging strength of the Company. The proposed resolution seeks the enabling authorization of the members to the Board of Directors to raise funds to the extent of ` 5,000 Crores (Rupees Five Thousand Crores Only) or its equivalent in any one or more currencies, in one or more tranches,


Issue of NCDs for for

for for

As per the provisions of Section 42 of the Companies Act, 2013 (Act) and the rules framed thereunder, a Company offering or making an invitation to subscribe to redeemable secured/ unsecured Non-Convertible Debentures (NCDs) on a private placement basis is required to obtain the prior approval of the members by way of a Special Resolution.

Such approval by a Special Resolution can be obtained once a year for all the offers and an invitation for such NCDs to be made during the year.

It is proposed to offer or invite subscriptions for NCDs including subordinated debentures, bonds, and/ or other debt securities, etc., on private placement basis, in one or more tranches, during the period of one year from the date ofpassing of the Special Resolution by the members, within the overall borrowing limits of the Company, as may be approved by the members from time to time, with authority to the Board to determine the terms and conditions, including the issue price of the NCDs, interest, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of the Resolution.Since the proposal is in the normal course of business, we may vote for the same.

Adoption of new Articles of Association of the Company (Special Resolution).

The existing Articles of Association (“AoA”) are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific Sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act.With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, it is proposed to replace the entire existing AoA by a set of new Articles.

The new AoA to be substituted in place of existing AoA are based on Table 'F' of the Companies Act, 2013 which sets out the model Articles of Association for a Company limited by shares.

Since it is in compliance with the provisions of the Companies Act 2013, we may vote for the same.

30/07/2014 HPCL PB Management Proposal for for


BORROWING POWERS OF THE COMPANY AND CREATION OF CHARGE / PROVIDING OF SECURITY.

In terms of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company, shall exercise the power to borrow money, where money to be borrowed, together with the money already borrowed by the Company will exceed aggregate of its paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business only the consent of the Company by passing a Special Resolution.

The Shareholders of the Company through process of Postal Ballot on 18.04.2012, had inter-alia passed an Ordinary Resolution pursuant to Section 293(1)(d) and any other applicable provisions of the Companies Act, 1956 read with Article 67 of the Articles of the Association of the Company authorising the Board of Directors of the Company to borrow monies for and on behalf of the Company from time to time as deemed by it to be requisite and proper for the business of the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) and remaining outstanding shall not exceed `30,000 Crores (Rupees Thirty Thousand Crores Only) in excess of the aggregate of the paid up capital of the Company and its free reserve i.e. reserves not set apart for any specific purpose, as per the latest annual audited financial statement.

Further Shareholders of the Company also passed pursuant to Section 293(1)(a) & all other applicable provisions, if any, of the Companies Act, 1956 an Ordinary Resolution authorising Board of Directors of the Company to create charge/provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as priority, as the Board in its absolute discretion thinks fit, on the assets of the Company.

Since the borrowings are in the normal course of business, we may vote for the same.

Cholamandalam Investment and Finance Limited

Increase the authorised share capital of the Company from Rs.540 crores to Rs.740 crores.

The Company proposes to increase the authorized share capital from Rs. 540 crore to Rs. 740 crore.

The Board of Directors at their meeting held on 26 July 2014 considered a capital raising proposal for the Company to meet the projected growth in loan disbursements and to augment the capital adequacy ratio (CAR) of the Company.

Further, considering the proposed issue of CCPS, as the existing authorised preference share capital of the Company at present is Rs.300 crores, it is proposed to increase the authorised preference share capital of the Company from Rs.300 crores to Rs.500 crores with the total authorized capital of the Company being increased from Rs.540 crores to Rs.740 crores comprising Rs.240 crores of equity share capital and Rs.500 crores of redeemable preference share capital.

Since it is in the normal course of business, we may vote for the same.

for for

for for

amending thecapital clause V of the memorandum of association of the Company to reflect the increase in the authorised share capital

In view of increase in authorized capital, the Company proposes to amend its capital clause V of the MOA.

Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

amending article5(a) of the articles of association of the Company to reflect the increase in the authorised share capital

In view of increase in authorized capital, the Company proposes to amend its capital clause 5(a) of the AOA.


for for to offer, issueand allot 1% compulsorily convertible preference shares, as permitted by SEBI (ICDR) Regulations (all of which are hereinaftercollectively referred to as "CCPS") aggregating to about Rs.500 crores (Rupees five hundred crores only), in one or more tranches,on a preferential basis in terms of Chapter VII of the SEBI (ICDR) Regulations.

The Board of Directors at their meeting held on 26 July 2014 considered a capital raising proposal for the Company to meet the projected growth in loan disbursements and to augment the capital adequacy ratio (CAR) of the Company.

Accordingly, the Board considered an issue of Compulsorily Convertible Preference Shares as permitted by SEBI (ICDR) Regulations (all of which are hereinafter collectively referred to as "CCPS") of an aggregate amount not exceeding Rs.500 crores (Rupees five hundred crores only) to investors as a preferential issue in terms of Chapter VII of the SEBI (ICDR) Regulations.

The CCPS will bear a dividend of 1% per annum payable from the date of allotment of CCPS till the date of conversion into equity shares. The CCPS shall be converted into equity shares at the end of 12 months from the date of allotment or earlier at the discretion of the Board.

The number of equity shares to be issued upon conversion will be determined by dividing the total issue size being Rs.500 crores by the issue price as determined in accordance with the SEBI (ICDR) Regulations.

The CCPS may or may not be listed security while the underlying equity shares arising out of conversion of CCPS would be listed on the stock exchanges where the equity shares of the Company are listed as on the date of conversion. The offer / issue / allotment /conversion / redemption would be subject to the availability of regulatory approvals, if any. The conversion of CCPS held by foreign investors into equity shares would be subject to the applicable foreign investment cap and relevant foreign exchange regulations. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the stock exchanges as may be required under the provisions of the listing agreement.


8/8/2014 EGM Management Proposal for for

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Hindalco Limited

Increase in the Authorized Share Capital andalteration of the Capital Clause of theMemorandum of Association of theCompany

In order to enable the Company to raise additional long-term finance by issue of securities/equity shares in the domestic/international markets, the existingAuthorised Share Capital may not be sufficient for the purpose. It is therefore considered necessary to increase the Authorised Share Capital of the Company to the extent mentioned in item No.1 of the Notice, with the consequential alterations in the Capital Clauses of the Memorandum of Association as also the Articles of Association of the Company as set out in items 2 and 3 of the Notice.The provisions of the Companies Act, 2013 require the Company to seek the approval of the Members for increase in the Authorised Share Capital and forthe alteration of Capital Clause of the Memorandum of Association and the Articles of Association of the Company and accordingly the Board recommendsthe relevant resolutions for the approval of the Members.

Since it is in the normal course of business, we may vote for the same.

Alteration of Capital Clause in theMemorandum of Association of the Company:

In view of increase in authorized capital, the Company proposes to amend its capital clause of the MOA.


Increase in the Authorised Share Capital andAlteration of the Articles of Association ofthe Company

In view of increase in authorized capital, the Company proposes to amend its capital clause of the AOA.


for for


for for

Further Issue of Securities:

The proposed resolution by the Company enabling the Board to create, issue, offer and allot Equity Shares, GDRs, ADRs, Foreign Currency Convertible Bonds, Convertible or Non-convertible Debentures and such other securities as stated in the resolution (the “Securities”), including by way of a qualified institutions placement in accordance with Chapter VIII of the SEBI ICDR Regulations, in one or more tranches, at such price as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categoriesof Investors to whom the issue, offer, and allotment shall be made considering the prevalent market conditions and other relevant factors and wherevernecessary, in consultation with lead manager(s) and other agencies that may be appointed by the Board for the purpose of the Issue.

This special resolution enables the Board to issue Securities for an aggregate amount not exceeding Rs. 5,000 Crore (Rupees Five Thousand Crore) or its equivalent in any foreign currency.


Britannia Industries Limited

To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31 March 2014 and the Balance Sheet as on that date and the Reports of the Directors and the Auditor’s thereon.





To declare dividend for the financial year ended 31 March 2014.


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To appoint a Director in place of Mr. A K Hirjee (holding DIN: 00044765), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Mr. A. K. Hirjee, 75, is a Promoter Non-Executive Director of the Company. He joined the Board of Directors of the Company on 5 September 1993. Mr. Hirjee is B.A.(Hons.), LL.B. (Hons.), Barrister-at-Law, SLOAN Fellow of London Business School. He has 51 years of experience in different areas of Business Management and his expertise extends to finance, banking, legal, commercial, industrial and general administration. He has been actively associated with leading Charitable Institutions.


To appoint a Director in place of Mr. Jeh N Wadia (holding DIN: 00088831), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Mr. Jeh N. Wadia, 40, is a Promoter Executive Director of the Company. He joined the Board of Directors of the Company on 14 September 2005. He is a M.Sc.-Engineering Management from Warwick University, England. The World Economic Forum elected him as a Young Global leader in the year 2008. He has been the Managing Director of GoAir, since founding it in 2004, He is also the managing director of Bombay Dyeing, a diversified company with interests in Real Estate, Retail, Textiles and PSF.


To appoint Statutory Auditors and to fix their remuneration

It is proposed to appoint M/s. BSR & Co. LLP, Chartered Accountants, (Reg. No. 101248W) as Auditors of the Company for five years.

Since it is in compliance with provisions of Companies act 2013 we may vote for the same.

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To appoint Mr. Varun Berry (holding DIN: 05208062) as director

The Board of Directors at their meeting held on 11 November 2013 had appointed Mr. Varun Berry as an Additional Director of the Company with effect from 11 November 2013.

Under Section 161 of the Companies Act, 2013 (corresponding to Section 260 of the Companies Act, 1956) read with Article 94 of the Articles of Association of the Company, Mr. Varun Berry holds office only up to the date of this Annual General Meeting of the Company and is eligible for appointment. A notice in writing has been received from a Member of the Company along with the requisite deposit under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Varun Berry as a candidate for the office of a Director. Mr. Varun Berry, 52, holds a graduate degree in BE Mechanical from the Punjab University. Mr. Varun Berry joined the Company as Vice President and Chief Operating Officer with effect from 1 February 2013. Mr. Varun Berry has an experience of over 27 years with premier companies like Hindustan Unilever and Pepsico, both in India and overseas and a successful track record in leading start ups, turnarounds, joint ventures and growth businesses.

Since the appointment is in compliance with the provisions of the Companies act 2013, we may vote for the same.

Appointment of Mr. Varun Berry as Wholetime Director designated as Executive Director of the Company for a period of five years with effect from 11 November 2013

Subject to the approval of the Members of the Company in General Meeting and based on the recommendations of the Remuneration / Compensation Committee, the Board of Directors at their meeting held on 11 November 2013 had appointed Mr. Varun Berry as an Additional Director and Wholetime Director designated as Executive Director of the Company for a period of five years with effect from 11 November 2013 on the terms and conditions set out in the Agreement entered into with him.


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appointment of Mr. Varun Berry as Managing Director of the Company for a period from 1 April 2014 to 10 November 2018

Subject to the approval of the Members of the Company in General Meeting and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 25 March 2014 had appointed Mr. Varun Berry as the Managing Director of the Company for a period from 1 April 2014 to 10 November 2018 on the terms and conditions set out in the Agreement entered into with him. With appointment of Mr. Varun Berry as Managing Director with effect from 1 April 2014 the agreement entered with Mr. Varun Berry for his appointment as Executive Director was terminated from the close of business on 31 March 2014


To revise the terms and conditions including remuneration relating to the appointment of Mr. Varun Berry as Managing Director of the Company for a period of five years with effect from 1 April 2014 to 31 March 2019

Subject to the approval of the Members of the Company in General Meeting and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 26 May 2014 had revised the terms and conditions including remuneration relating to the appointment of Mr. Varun Berry as Managing Director of the Company for a period of five years with effect from 1 April 2014 to 31 March 2019 on the terms and conditions set out in the Agreement entered into with him.


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To appoint Mrs. Ranjana Kumar (holding DIN: 02930881) as director

The Board of Directors had appointed Mrs. Ranjana Kumar as an Additional Director of the Company with effect from 8 July 2014. Under Section 161 of the Companies Act, 2013 read with Article 94 of the Articles of Association of the Company, Mrs. Ranjana Kumar holds office only up to the date of this Annual General Meeting of the Company and is eligible for appointment. A notice in writing has been received from a Member of the Company along with the requisite deposit under Section 160 of the Companies Act, 2013 signifying his intention to propose Mrs. Ranjana Kumar as a candidate for the office of a Director. Since the appointment is in compliance with the provisions of the Companies act 2013, we may vote for the same.

To appoint Dr. Ajai Puri (holding DIN: 02631587) as independent director

Dr. Ajai Puri , 60, is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company on 30 April 2009. Dr. Ajai Puri holds a PhD in Food Science from the University of Maryland and an MBA from the Crummer Business School, Rollins College, Florida. Dr. Ajai Puri is a member of the Supervisory Board of Nutreco N.V. (Amersfoort, the Netherlands), a leading global animal nutrition and aquaculture company. At Nutreco he serves as chairman of the Board’s Innovation and Sustainability Committee as well as the Remuneration Committee. Additionally, he serves as a non-executive director on the Board of Barry Callebaut AG (Zurich, Switzerland), the world’s largest cocoa and chocolate processor, where he is also a member of the Board’s Nomination and Compensation Committee. Dr Ajai Puri is also a member of the Board of Directors of Tate & Lyle (London, United Kingdom), a global provider of distinctive, high-quality ingredients and solutions to the food, beverage and other industries. At Tate and Lyle he is a member of the Board’s Nominations Committee, Remuneration Committee and Corporate Responsibility Committee. Dr. Ajai Puri has a broad know-how and international experience in the fields of Management, R&D / Innovation, Marketing and Manufacturing, Product Safety and Quality Assurance in the Food Industry. These experiences were gained during his assignments with the companies - Cadbury Schweppes PLC, The Minute Maid Company / The Coca-Cola Company and latest with Royal Numico N.V. in the Netherlands. During his career, Dr. Ajai Puri has held a variety of positions of global scope including that of Senior Vice President Technical (Science and Technology) at The Minute Maid Company in the U.S., and President Research, Development and Product Integrity at Royal Numico in the Netherlands.



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To appoint Mr. Keki Dadiseth (holding DIN: 00052165) as independent director

Mr. Keki Dadiseth, 68, is a Non-Executive Independent Director of the Company and joined the Board of Directors of the Company on 31 May 2006. Mr. Keki Dadiseth is a Fellow of the Institute of Chartered Accountants of England & Wales. He joined Hindustan Lever Ltd. (HLL) in India in 1973 as Manager in the Audit Department and his tenure in HLL included a three-year secondment to Unilever PLC in London (1984-87), where he held senior financial and commercial positions. On his return to India in 1987, Mr. Dadiseth joined the Board of HLL until he became its Chairman in 1996 and headed several businesses (Detergents and Personal Products) and functions (Personnel and Acquisition and Merger activities), for the Group in India. Mr. Dadiseth was appointed as a Director on the Board of Unilever PLC and Unilever NV in May 2000 and a Member of the Executive Committee. On 1 January 2001, he took over as Director, Home and Personal Care, responsible for the HPC Business of Unilever world-wide. He retired from Unilever in May 2005.




To appoint Mr. Avijit Deb (holding DIN: 00047233) as independent director

Mr. Avijit Deb, 66 is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company on 4 June 1996. Mr. Avijit Deb, is a solicitor and a member of the Incorporated Law Society of Calcutta . He maintains his own firm of Solicitors in Kolkata and has over 40 years of experience in the Legal field.




for for To appoint Mr. Nimesh N Kampani (holding DIN: 00009071) as independent director

Mr. Nimesh N. Kampani is a Non Executive Independent Director of the Company. He joined the Board of Directors of the Company on 29 March 2001. Mr. Nimesh N. Kampani, aged 67, is a commerce graduate from Sydenham College, Mumbai and a qualified Chartered Accountant. Mr. Kampani is the founder and chairman of the JM Financial Group, one of India’s leading players in the financial services space. Founded in 1973, JM Financial has interests in investment banking, institutional equity sales, trading and research, private and corporate wealth management, equity broking, portfolio management, non-banking financial activities, mutual fund management, alternative asset management (private equity fund and real estate fund), commodities broking and distressed debt acquisition and reconstruction. In a career spanning over four decades, Mr. Kampani has made pioneering contributions to the development of the Indian capital markets and has advised several corporates on their strategic and financial needs, especially, capital raising and mergers and acquisitions and investors on the focus areas for investing.




for for To appoint Mr. S. S. Kelkar (holding DIN: 00015883), as independent director

Mr. S. S. Kelkar is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company on 12 August 1998. Mr. S. S. Kelkar, 75, is a Post Graduate in Commerce and retired as an Executive Director of The Bombay Dyeing & Manufacturing Company Limited (Bombay Dyeing). He worked in a leading commercial Bank for 10 years and has for the last 42 years been associated with Bombay Dyeing and has held various positions in the functional areas of finance besides having previous banking experience. He continues his association with Bombay Dyeing as a Non-Executive Director.




for for To appoint Mr. Nasser Munjee (holding DIN: 00010180), as independent director

Mr. Nasser Munjee is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company on 17 August 2009. Mr. Nasser Munjee, 63, is an eminent economist. He obtained his Masters Degree from London School of Economics, UK. He spent a short while at the University of Chicago USA, before returning to India in 1977. He joined Mr. H. T. Parekh, the Chairman of one of India’s leading development banks – ICICI, to establish the first housing finance company in India – the first retail institution serving customers directly for their housing needs. Against many odds HDFC Group, as it is known today, grew to be a financial conglomerate with assets of over $50 billion in banking, insurance, mutual funds as well as its prime business – housing finance. Mr. Nasser Munjee rose to be an executive director on the Board, on which he continues even today, although in a non-executive capacity. In 1997, the Finance Minister of India requested the Chairman of HDFC to consider setting up an infrastructure finance company as India faced acute challenges in this field. Mr. Nasser Munjee was asked to think through this challenge and, as a result, Infrastructure Development Finance Company (IDFC) was born. IDFC charted the course of private investment in infrastructure with great success. Much of the conditions for private investment in infrastructure in India were created by IDFC between 1997 and 2004. Mr. Nasser Munjee left IDFC in 2004.




for for To appoint Dr. Vijay L Kelkar (holding DIN: 00011991) as independent director

Dr. Vijay L. Kelkar, is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company on 28 May 2010. Dr. Vijay L Kelkar, 72, holds a Doctorate degree from the University of California at Berkeley, USA. Dr. Vijay L. Kelkar has held many senior level positions in the Government of India including the most recent position as the Chairman of the Finance Commission of the rank of Cabinet Minister. He also served as Advisor to Minister of Finance, Finance Secretary, Government of India, Secretary of Ministry of Petroleum & Natural Gas, Government of India, and Chairman of the Tariff Commission. He has served in several key posts in international organizations such as Director and Co-Coordinator of International Trade Division, UNCTAD, Switzerland and Executive Director for India, Sri Lanka, Bangladesh and Bhutan at the International Monetary Fund, USA. He was elected as the Chairman of the Forum of Federations, Ottawa, Canada (2010-2013). In January 2011, the President of India awarded Dr. Vijay L. Kelkar “PADMA VIBHUSHAN”, the second highest Civilian Award for distinguished and exceptional service to the Nation.




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To appoint Mrs. Ranjana Kumar (holding DIN: 02930881), as independent director

The Board of Directors had appointed Mrs. Ranjana Kumar as an Additional Director of the Company with effect from 8 July 2014. Under Section 161 of the Companies Act, 2013 read with Article 94 of the Articles of Association of the Company, Mrs. Ranjana Kumar holds office only up to the date of this Annual General Meeting of the Company and is eligible for appointment. A notice in writing has been received from a Member of the Company along with the requisite deposit under Section 160 of the Companies Act, 2013 signifying his intention to propose Mrs. Ranjana Kumar as a candidate for the office of a Director. Mrs. Ranjana Kumar is a Non-Executive Independent Director of the Company. She joined the Board of Directors of the Company on 8 July 2014. Mrs. Ranjana Kumar is a prominent Indian Banker with varied experience of around 44 years. Mrs. Ranjana Kumar holds a Bachelor of Arts degree, and is a Gold Medalist. Mrs. Ranjana Kumar retired as a Vigilance Commissioner from the Central Vigilance Commission (A Constitutional Post with Government of India) and has held many significant positions in her career, including that as the Chairperson and Managing Director of Indian Bank, Chairperson of National Bank for Agriculture and Rural Development (NABARD), Executive Director holding concurrent charge as Chairman and Managing Director of Canara Bank, and CEO of the US operations of Bank of India based in New York.




Appointment of M/s. N. I. Mehta & Co., Cost Accountants, (ICWA Registration No. 000023) as Cost Auditors

The Board of Directors on the recommendation of the Audit Committee have appointed, M/s. N. I. Mehta & Co., Cost Accountants, Mumbai, (ICWA Registration No. 000023) as Cost Auditors of the Company for the financial year 2014-15. A Certificate issued by the above firm regarding their eligibility for appointment as Cost Auditors will be available for inspection at the Registered Office of the Company and shall also available at the meeting. As per Rule 14 of Companies (Audit and Auditors) Rules 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members. The Board will decide on the remuneration payable to M/s. N. I. Mehta & Co. as mutually agreed upon and on the recommendation of the Audit Committee.

Since the appointment is in compliance with the provisions of Companies act 2013, we may vote for the same.

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Payment of commission to non executive directors

Section 197 of the Companies Act, 2013 provides for payment of remuneration to the Directors who are neither Managing Directors nor Wholetime Directors (that is non-executive directors) for an amount not exceeding in aggregate of one percent of the net profits of the Company. The Board of Directors of the Company, subject to the approval of Members of the Company, may propose to remunerate the non-executive directors (i.e. directors other than the Managing Director and the Wholetime Directors) for an amount not exceeding in aggregate of one percent of the net profits of the Company for each financial year, as computed in the manner laid down in Section 198 of the Act. The said remuneration to Non-Executive Directors, if paid, shall be in addition to the sitting fee payable to them for attending meetings of the Board and Committees thereof.

Since the proposal is in compliance with the provisions of Companies act 2013, we may vote for the same.

Borrowing powers

The Board of Directors of the Company and/or a Committee thereof was authorized pursuant to Section 293(1)(d) of the Companies Act, 1956 to borrow moneys in excess of aggregate of its Paid up Capital and Free Reserves, as may be permitted by Law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding `2,000 crore as prescribed in the Ordinary Resolution passed by the Members at Annual General Meeting held on 31 August 2009. The Board was also authorized for creation of any mortgage / charge, if needed in connection with the borrowings under Section 293(1)(a) of the Companies Act, 1956. The Company has been executing such powers in terms of the said Resolutions passed by the Members under the provisions of Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956. Corresponding Sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013 empowers the Board to borrow moneys in excess of the aggregate of its Paid up Capital and Free Reserves, and to create any mortgage/charge in connection with such borrowings, subject to the approval of the Members of the Company by way of Special Resolution in General Meeting.Since the proposal is in the normal course of business, we may vote for the same.

for for Creation of charges

The Board of Directors of the Company and/or a Committee thereof was authorized pursuant to Section 293(1)(d) of the Companies Act, 1956 to borrow moneys in excess of aggregate of its Paid up Capital and Free Reserves, as may be permitted by Law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding `2,000 crore as prescribed in the Ordinary Resolution passed by the Members at Annual General Meeting held on 31 August 2009. The Board was also authorized for creation of any mortgage / charge, if needed in connection with the borrowings under Section 293(1)(a) of the Companies Act, 1956.

The Company has been executing such powers in terms of the said Resolutions passed by the Members under the provisions of Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956. Corresponding Sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013 empowers the Board to borrow moneys in excess of the aggregate of its Paid up Capital and Free Reserves, and to create any mortgage/charge in connection with such borrowings, subject to the approval of the Members of the Company by way of Special Resolution in General Meeting.



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TATA Power Company Limited

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







To appoint a Director in place of Mr. Cyrus P. Mistry (DIN: 00010178), who retires by rotation and is eligible for re-appoin

Mr. Mistry was earlier Managing Director of the Shapoorji Pallonji Group. Under his leadership, Shapoorji Pallonji’s construction business grew into a billion dollar enterprise, evolving from pureplay construction to execution ofcomplex projects in the marine, oil and gas and rail sectors, across a number of international geographies. He joined the Board of Tata Sons Limited in 2006 andwas appointed Chairman of its Board in December 2012.In addition to being Chairman of Tata Sons, Mr. Mistry is also the Chairman of major Tata group companies.

He is a Graduate in Civil Engineering from Imperial College, UK, M.Sc. in Management from London Business School


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It is proposed to appoint Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI FirmRegistration No. 117366W/W-100018) as Auditors of the Company for three years.

Deloitte Haskins & Sells (DHS) (ICAI Firm Registration No. 112366W), Chartered Accountants (CAs), Mumbai were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on 16th August 2013. DHS converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is known as Deloitte Haskins & Sells LLP (DHS LLP) with effect from 20th November 2013. In terms of the Ministry of Corporate Affairs, Government of India, General Circular No.9/2013 dated 30th April 2013, if a firm of CAs, being an auditor in a company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for financial year 2013-14 was conducted by DHS LLP.

DHS LLP have been the Auditors of the Company since 2006-07 and have completed a term of eight years. Prior to this, the Company’s Accounts were jointly audited by Messrs. S. B. Billimoria & Co. and Messrs. A. F. Ferguson & Co., who were part of DHS. As per the provisions of Section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than twoterms of five consecutive years. Section 139


Appointment of Mr. Ashok S. Sethi as Director

Mr. Ashok S. Sethi was appointed as an Additional Director of the Company with effect from 7th May 2014 by the Board of Directors under Section 161 of the Act and Article 132 of the Company’s Articles of Association. In terms of Section161(1) of the Act, Mr. Sethi holds office only upto the date of the forthcoming AGM but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose Mr. Sethi’s appointment as a Director. The Board also appointed Mr. Sethi as the Executive Director of the Company for the period from 7th May 2014 to31st March 2017, subject to approval of the Members.


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Appointment of Mr. Ashok S. Sethi as Executive Director

Mr. Ashok S. Sethi was appointed as an Additional Director of the Company with effect from 7th May 2014 by the Board of Directors under Section 161 of the Act and Article 132 of the Company’s Articles of Association. In terms of Section 161(1) of the Act, Mr. Sethi holds office only upto the date of the forthcoming AGM but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose Mr. Sethi’s appointment as a Director. The Board also appointed Mr. Sethi as the Executive Director of the Company for the period from 7th May 2014 to 31st March 2017, subject to approval of the Members.Mr. Sethi joined Tata Power on 1st August 1975 as a Graduate Engineer Trainee on completion of B.Tech. from IIT, Kharagpur. He has worked in Thermal and Hydro Generation, Transmission and Distribution, Commercial and Regulatory and Advocacy. This varied experience over such long period has resulted into a wide and deep understanding of the levers of business. This enables him to drive operational excellence across the breadth of responsibilities. He has worked diligently for the last about 38 years at Tata Power in different roles. Mr. Sethi’s services were transferred to Maithon Power Limited, a subsidiary of the Company, as Executive Director, from 1st April 2013.


Appointment of Dr. Homiar S. Vachha as an Independent Director

Dr. H. S. Vachha is a Non-Executive Director of the Company since 30th March 2001. Dr. Vachha has a post-graduate degree And a doctorate in Economics from the University of Bombay (Gold Medallist in Industrial Economics). He was the General Manager of ICICI Limited in a career spanning over 25 years. He was appointed as Nominee Director on the Board of the erstwhile The Andhra Valley Power Supply Company Limited in 1993. On ceasing to be such Nominee Director, he was re-appointed on the Board of that company and continued as Director till its amalgamation with the Company in the year 2000. He has been subsequently appointed on the Board of the Company in 2001. He is also on the board of other companies.




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for for

Appointment of Mr. Nawshir H. Mirza as an Independent Director

Mr. N. H. Mirza is a Non-Executive Director of the Company since 29th September 2006. Mr. Mirza is a Fellow of the Institute of Chartered Accountants of India and was a Partner of S. R. Batliboi & Co., Calcutta. He is an Advisor to Jardine Matheson Limited, Hong Kong. He is also on the board of other companies.




Appointment of Mr. Deepak M. Satwalekar as an Independent Director

Mr. D. M. Satwalekar is a Non-Executive Director of the Company since 12th February 2008. Mr. Satwalekar obtained a Bachelor’s Degree in Technology from IIT, Bombay and a Master’s Degree in Business Administration from The American University, Washington D.C. Mr. Satwalekar was the Managing Director and CEO of HDFC Standard Life Insurance Company Limited from November 2000 till his superannuation in November 2008 and prior to this, he was the Managing Director of HDFC Limited from 1993 to 2000. He has considerable experience in the fields of finance, infrastructure and governance. He is also on the board of other companies.




for for Appointment of Mr. Piyush G. Mankad as an Independent Director

Mr. P. G. Mankad is a Non-Executive Director of the Company since 3rd July 2008. Mr. Mankad is a retired civil servant with a distinguished career of over 40 years in the Civil Service. He graduated with a Master’s Degree from St. Stephen’s College, Delhi University and has a Post Graduate Diploma in Development Studies from Cambridge University, United Kingdom. He has held anumber of official positions including Counsellor (Economic) in the Indian Embassy, Tokyo; Controller of Capital Issues, Ministry of Finance; Finance Secretary, Government of India. He was the Executive Director for India and four other countries and Board Member for the Asian Development Bank, Manila until July 2004. He is also on the board of other companies.




for for Appointment of Mr. Ashok Kumar Basu as an Independent Director

Mr. A. K. Basu is a Non-Executive Director of the Company since 26th March 2009. Mr. Basu was First Class First with Honours in Economics and Political Science in the B.A. (Honours) Examination, University of Calcutta in 1962. He joined the Indian Administrative Service in 1965. Mr. Basu is a former Secretary to the Government of India, Ministry of Steel, Secretary - Power and Chairman of Central Electricity Regulatory Commission. Mr. Basu was also Member (Industry and Infrastructure) of the West Bengal State Planning Commission and was also elected as Chairman, South Asia Forum of Infrastructure Regulators during 2005-2006. He is also on the board of other companies.




for for Appointment of Ms. Vishakha V. Mulye as an Independent Director

Ms. V. V. Mulye is a Non-Executive Director of the Company since 28th February 2013. Ms. Mulye holds a Bachelor’s Degree in Commerce and is a Chartered Accountant. She joined the ICICI Group in 1993 and has vast experience in the areas of strategy, treasury and markets, proprietary equity investing and management of long-term equity investments, structured finance and corporate and project finance. In 2009, she assumed leadership of ICICI Venture Funds Management Company Limited as its Managing Director and CEO. In addition to her responsibility as MD and CEO of ICICI Venture, she serves on the Board of Directors of leading Indian companies in the media, IT and financial services sectors. She is a member of the Aspen Global Leadership Network and a fellow of the inaugural class of the India Leadership Initiative. She was selected as ‘Young Global Leader’ for the year 2007 by World Economic Forum.




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for for

Revision in terms of remuneration of Mr. Anil Sardana, CEO & Managing Director

At the AGM held on 24th August 2011, the Members of the Company had approved of the appointment and terms of remuneration of Mr. Anil Sardana as Managing Director of the Company for a period of 5 years from 1st February 2011, including inter alia salary upto a maximum of ₹ 6,50,000 per month, with authority to the Board to fix his salary within the above mentioned scale.

It is proposed to revise the maximum basic salary payable to Mr. Sardana to ₹ 9,50,000 per month with effect from 1st April 2014 for the remainder of his term upto 31st January 2016 with proportionate increase in the benefits related to his salary, subject to the approval of the Members of the Company.

The aggregate of the remuneration as aforesaid shall be within the maximum limits as laid down under Section 197 and all other applicable provisions, if any, of the Act read with Schedule V to the Act, as amended and as in force from time to time. All other terms and conditions of appointment of Mr. Sardana as Managing Director of the Company, as approved at the AGM of the Companyheld on 24th August 2011, remain unchanged.


Private placement of Non-Convertible Debentures

As per Sections 42 and 71 of the Act, read with the Rules framed thereunder, a company offering or making an invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis, is required to obtain the prior approval of the Members by way of a Special Resolution. Such an approval can be obtained once a year for all the offers and invitations made for such NCDs during the year.

NCDs, issued on private placement basis, are a significant source of borrowings for the Company. The borrowings of the Company presently aggregate approximately ` 11,000 crore.


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for for

Borrowing limits of the Company

Under the provisions of Section 293(1)(d) of the Companies Act, 1956, the Board of Directors of a Company could, with the consent of the Members obtained by an Ordinary Resolution, borrow moneys, apart from temporary loans obtainedfrom the Company’s Bankers in the ordinary course of business, in excess of the aggregate of the paid-up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose.

Also, under Section 293(1)(a) of the Companies Act, 1956, the Board of Directors of a Company could, with the consent of the Members obtained by an Ordinary Resolution, create charge/mortgage/hypothecation on the Company’s assets, both present and future, in favour of the lenders/trustees for the holders of debentures/bonds, to secure the repayment of moneys borrowed by theCompany (including temporary loans obtained from the Company’s Bankers in the ordinary course of business).

Under the provisions of Section 180(1)(c) and Section 180(1)(a) of the Act, the above powers can be exercised by the Board only with the consent of the Members obtained by a Special Resolution. Further, as per clarification dated 25th March 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolutions earlier passed under Section 293(1)(d) and Section 293(1)(a) of theCompanies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act, i.e. upto 11th September 2014.

At the AGM of the Company held on 24th August 2011, the Members had accorded consent to the Board of Directors borrowing any sum or sums of money not exceeding at any time the sum of ` 20,000 crore.

At the same AGM, the Members had accorded consent to the Board of Directors for creation of mortgages, charges and hypothecations to secure borrowings upto ` 20,000 crore.

In view of its strategic intent to be the largest integrated power company in India, the Company has aggressive growth plans in the fields of generation, transmission, distribution and fuel securitization. The Company is also in the

Creation of charges

The proposed borrowings of the Company may, if necessary, be secured by way of mortgages, charges and hypothecations on the Company’s ovable/immovable properties, present and future, in favour of the financial institutions/ banks/ insurance companies/other investing agencies/trustees for the holders of debentures/bonds/other instruments. As the documents to be executed by, with, or in favour of, the lender/parties may contain the power to take over the management and concern of the Company in certain events, it is necessary for the Members to pass a resolution for creation of mortgages, charges and hypothecation to secure such borrowings. Since security to be provided is usually 1.25 times the amount borrowed, it is proposed to seek Members’ consent for creation of charges upto ` 33,750 crore.


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Appointment of Branch Auditors

The Company is undertaking several projects/contracts outside India mainly for the erection, operation and maintenance of power generation and distribution facilities. To enable the Directors to appoint Branch Auditors for the purpose of auditing the accounts of the Company’s Branch Offices outside India (whether now existing or as may be established), the necessary authorisation of the Members is being obtained in accordance with the provisions of Section 143 of the Act


Payment of Remuneration to the Cost Auditors

Pursuant to Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a cost accountant in practice. On the recommendation of the Audit Committee of Directors, the Board of Directors has approved the appointment of M/s. Sanjay Gupta & Associates (SGA) as the Cost Auditors of the Company to conduct audit of cost records maintainedby the Company for the Financial Year 2014-15, at a remuneration of ` 5,75,000 plus service tax and actual out-of-pocket expenses.

Since the appointment is in compliance with the provisions of Companies act 2013, we may vote for the same.

for for Increase in limits of investments in other bodies corporate

The Company being engaged in the business of providing infrastructural facilities, the loans made, guarantees given or security provided by it are exempt from the provisions of Section 186 of the Act. However, as per Section 186 of the Act read with the Rules framed thereunder, the Company is required to obtain the prior approval of the Members by way of a Special Resolution for acquisition by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more.Based on its financials as on 31st March 2014, 60% of the paid-up share capital plus free reserves including securities premium is approximately ` 6,800 crore and 100% of free reserves including securities premium is approximately ` 11,000 crore. As such, any investments in securities in excess of ` 11,000 crore would require approval by way of a Special Resolution of the Members in general meeting.

As on 31st March 2014, the Company had investment in securities of other companies amounting to ` 12,105.15 crore.

The Company has growth plans in the fields of domestic and foreign generation in thermal, hydro, renewable; transmission for inter-connecting Company’s own Generation and/or Distribution assets; electricity distribution, value-add business of solar modules and cells; EPC and O&M business; defence solutions and related system engineering; fuel securitization and intends to pursue greenfield, brownfield and operating assets. The Company, therefore, proposes limit for additional equity and equivalent investment in instruments of upto ` 2,000 crore for new projects/assets.


for for

for for

TATA Chemicals Limited

To receive, consider and adopt the Audited Statement ofProfi t and Loss for the year ended 31st March, 2014 andBalance Sheet as at that date together with the Reports ofthe Board of Directors and Auditors thereon..





To declare dividend on Ordinary Shares.


To appoint a Director in place of Mr. R. Gopalakrishnan(holding DIN 00027858), who retires by rotation and beingeligible, off ers himself for re-appointment and his termwould be up to 25th December, 2015.


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It is proposed to appoint Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI FirmRegistration No. 117366W/W-100018) as Auditors of the Company for three years.

Deloitte Haskins & Sells (DHS) Chartered Accountants (CAs), (ICAI Firm‘s Registration No. 117366W), Mumbai were appointed as the statutory auditors of the Company for Financial Year (FY) 2013-14 at the Annual General Meeting (AGM) of the Company held on 26th August, 2013. DHS converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited LiabilityPartnership Act, 2008 and is now known as Deloitte Haskins & Sells LLP, (DHS LLP) Chartered Accountants (ICAI Firm‘s Registration No. 117366W/W - 100018) with effect from 20th November, 2013. In terms of the Ministry of Corporate Aff airs, Government of India, General Circular No. 9/2013 dated 30th April, 2013, if a firm of CAs, being an auditor in a company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for fi nancial year 2013-14 was conducted by DHS LLP.DHS LLP have been the Auditors of the Company since FY 2008-09 and have completed a term of six years. Prior to this, Messrs. S. B. Billimoria & Co. (SBB) were the Auditors of the Company since 1939. SBB was an associate of DHS LLP. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit fi rm as auditor for more than two terms of fi ve consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.


Appointment of Mr. Nusli Wadia as an IndependentDirector of the Company

Mr. Nusli Wadia is educated in the UK. Mr. Wadia is the Chairman of the Bombay Dyeing & Manufacturing Company Limited and heads the Wadia Group. He is also the Chairman/Trustee of various charitable institutions and non-profi t organisation. Mr. Wadia has been on the Company’s Board since 26th June, 1981 as an Independent Director.




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Appointment of Mr. Nasser Munjee as an IndependentDirector of the Company

Mr. Nasser Munjee holds a Bachelor’s degree and a Master’s degree from the London School of Economics, UK. He served with HDFC for over 20 years at various positions including as its Executive Director. He was the Managing Director of Infrastructure Development Finance Co. Ltd. (IDFC) up to March 2004. Presently he is the Chairman of Development Credit Bank (DCB) sinceJune 2005 and is also on the Board of various multinational companies and Trusts. Mr. Munjee is a Technical Advisor on the World Bank-Public Private Partnership Infrastructure and Advisory Fund. Mr. Munjee has been on the Company‘s Board since 25th September, 2006 as an Independent Director.




Appointment of Mr. Eknath Kshirsagar as anIndependent Director of the Company

Mr. Eknath Kshirsagar is a fellow of the Institute of Chartered Accountants in England and Wales. He has wide experience in corporate strategy and structure, valuation, feasibility studies, disinvestment and mergers and acquisitions. He was associated with the management consultancy division of A.F. Fergusonfor over three decades and retired in 2004 as a senior partner. Mr. Kshirsagar serves on the Boards of several leading Indian public companies. Mr. Kshirsagar has been on the Company‘s Board since 26th November, 2008 as an Independent Director.




for for Appointment of Dr. Y. S. P. Thorat as an IndependentDirector of the Company

Dr. Y. S. P. Thorat holds a Doctorate in Economics and degrees in Political Science and Law. Dr. Thorat served RBI from 1972 to 2003 in various capacities, including as Executive Director. He has also served NABARD as Managing Director from 2004 and was appointed as its Chairman in 2006 and served the Institution in that capacity until November 2007. He has been recently appointed by the Government of Maharashtra as Executive Chairman of the Dry Land Farming Commission and Chairman of the Agriculture Universities Recruitment Board. Presently, Dr. Thorat is on the Boards of several companies. Dr. Thorat has been on the Company‘s Board since 8th January, 2010 as anIndependent Director.




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Appointment of Dr. Vijay Kelkar as an IndependentDirector of the Company

Dr. Vijay Kelkar has done PhD from the University of California at Berkeley. Dr. Kelkar joined the Planning Commission in 1973 and thereafter the Commerce Ministry in 1977 as Economic Advisor, and has since then served in various posts including Secretary to the Economic Advisory Council to the Prime Minister between 1985 and 1988. In 1994, he served as Petroleum Secretary and wasmade Finance Secretary in 1998. He was an Executive Director in the International Monetary Fund (IMF), overseeing its operations in South Asia during 2000-02. Dr. Kelkar has retired as Chairman, Finance Commission, in the rank of a Union Cabinet Minister. He has held several other key positions in the Government of India. In January 2011, the President of India awarded Dr. Kelkar“Padma Vibhushan”, the second highest Civilian Award for distinguished and exceptional service to the Nation. Dr. Kelkar has been on the Company‘s Board since 30th May, 2012 as an Independent Director.




Re-appointment of Mr. R. Mukundan as ManagingDirector of the Company

Mr. R. Mukundan was appointed as the Managing Director of the Company for a period of 5 years with eff ect from 26th November, 2008. The Board, at its meeting held on 11th November, 2013, had passed a resolution and reappointed Mr. R. Mukundan as the Managing Director of the Company for a further period of 5 years with effect from 26th November, 2013 upto 25th November, 2018. Mr. Mukundan is an MBA from FMS, Delhi University and BE-Electrical Engineering from IIT, Roorkee. He has attended the Advanced Management Programme at Harvard Business School. He joined the Tata Administrative Service in 1990. He joined Tata Chemicals Limited (TCL) in 2001 and has led various functions like strategy and business development, corporate quality, corporate planning and manufacturing before taking over as the Chief Operating Offi cer of the chemicals business of the Company. He played an active role in the TCL transformation eff orts in 2002, and also in the growth of domestic business as well as acquisition of new facilities in United Kingdom, Kenya and United States


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Re-appointment of Mr. P. K. Ghose as an ExecutiveDirector & CFO of the Company

Mr. P. K. Ghose was appointed as an Executive Director & CFO of the Company for a period of 5 years with eff ect from 26th November, 2008. The Board, at its meeting held on 11th November, 2013 had passed a resolution and reappointed Mr. Ghose as an Executive Director and CFO of the Company with eff ect from 26th November, 2013 upto 30th September, 2015 (till he attains the retirement age). Mr. Ghose is an Honours Graduate in Commerce and a member of the Institute of Cost and Works Accountants of India, the Institute of Company Secretaries of India and is an alumnus of the Advanced International General Management Programme of INSEAD, France. He joined the Company in 2002 as CFO. He was elevated as Executive Vice President & CFO in 2007. Prior to joiningTata Chemicals Limited, he was with Tata Steel Limited and worked with Tata Steel for three decades in several senior positions, including General Manager (Accounts), Chief Financial Controller (Corporate) and Chief of Strategic Finance.


Ratifi cation of Remuneration of Cost Auditor

The cost audit of the products such as Soda Ash, Caustic Soda, Chemicals, Fertilisers, Cement, etc. is conducted by the cost auditors.

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the fi nancial year ending 31st March, 2015

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratifi ed by the shareholders of the Company


for for Borrowing limits of the Company

The members of the Company at their 69th Annual General Meeting held on 4th August, 2008 had approved by way of an Ordinary Resolutions under Section 293(1)(d) and Section 293(1)(a) of the Companies Act, 1956, for borrowingsover and above the aggregate of paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of ` 5,500 crore and to create charge / mortgage / hypothecation on the Company’s assets, both present and future, in favour of the lenders / trustees for the holders of debentures / bonds, to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business) respectively. Under the provisions of Section 180(1)(c) and Section 180(1)(a) of the Act, the above powers can be exercised by the Board only with the consent of the shareholders obtained by a Special Resolution. Further, as per a clarifi cation dated 25th March, 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolution earlier passed under Section 293(1)(d) and Section 293(1)(a) of theCompanies Act, 1956 will remain valid for a period of one year from the date of notifi cation of Section 180 of the Act, i.e. upto 11th September, 2014. As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to borrow monies,apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of paid-up share capital and free reserves of the Company and to create charge / mortgage / hypothecation of the Company‘s assets, both present and future, in favour of the lenders, trustees for the holders of the debenures / bonds, to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business).The approval for borrowing limit being sought is ` 5,500 crore or the aggregate of the paid up share capital and free reserves of the Company, whichever is higher, and to create charge / mortgage / hypothecation on the Company‘s

for for

for for

Creation of charges

The members of the Company at their 69th Annual General Meeting held on 4th August, 2008 had approved by way of an Ordinary Resolutions under Section 293(1)(d) and Section 293(1)(a) of the Companies Act, 1956, for borrowingsover and above the aggregate of paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of ` 5,500 crore and to create charge / mortgage / hypothecation on the Company’s assets, both present and future, in favour of the lenders / trustees for the holders of debentures / bonds, to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business) respectively. Under the provisions of Section 180(1)(c) and Section 180(1)(a) of the Act, the above powers can be exercised by the Board only with the consent of the shareholders obtained by a Special Resolution. Further, as per a clarifi cation dated 25th March, 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolution earlier passed under Section 293(1)(d) and Section 293(1)(a) of theCompanies Act, 1956 will remain valid for a period of one year from the date of notifi cation of Section 180 of the Act, i.e. upto 11th September, 2014. As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to borrow monies,apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of paid-up share capital and free reserves of the Company and to create charge / mortgage / hypothecation of the Company‘s assets, both present and future, in favour of the lenders, trustees for the holders of the debenures / bonds, to secure the repayment of monies borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business).The approval for borrowing limit being sought is ` 5,500 crore or the aggregate of the paid up share capital and free reserves of the Company, whichever is higher, and to create charge / mortgage / hypothecation on the Company‘s Off er or

invitation to subscribe to Non-ConvertibleDebentures on Private Placement

Section 42 of the Act read along with sub rule (2) of the Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 states that in case of an off er or invitation to subscribe the Non- Convertible Debentures on Private Placement the Company shall obtain prior approval of Members by Special resolution only once in a year for all the off ers or invitations for such Debentures during the year.In order to augment the long term resources for fi nancing and for general corporate purposes, the Company may off er or invite subscriptions for Non–Convertible Debentures in one or more tranches on private placement, issuable / redeemable at par



for for

LIC Housing Finance Limited

To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2014, and the Statement of Profit and Loss Account for the financial year ended on that date together with the Directors’ Report and Auditors’ Report thereon.

The Company has earned total revenue Rs 933,466.45 Lacs as on 31st March 2014 as compared to Rs 765,888.30 lacs as on 31st March 2013

The Company has incurred total expenses Rs 750,915.97 Lacs as on 31st March 2014 as compared to Rs 628,531.43 Lacs as on 31st March 2013

Net profit being Rs. 131,718.63 Lacs as on 31st March 2014 as compared to Rs 102,320.66 Lacs as on 31st March 2013 .


To declare Dividend on Equity Shares for the financial year 2013-14.


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for for

To appoint a Director in place of Ms. Savita Singh, (DIN- 01585328) who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Savita Singh is a partner with the Real Estate team of the Firm Kahitan & Co. and is experienced in all kinds of property transactions, litigations arising out of property transactions and allied matters. She is a Masters of Arts and an LLB from Mumbai University (2001). She also has professional affiliations with the Bar Council of Maharashtra and Goa. Her experience includes drafting real estate transactional documents of all kind of general Real Estate advisory work; due diligence of properties; handling litigations arising out of property transactions; and allied matters.

Savita has advised various owners, buyers, developers, corporate houses, individuals, domestic investors and foreign investors’ regarding transactions related to immovable properties and various issues related thereto including structuring. In addition to drafting the documents, she is also experienced innegotiating the same. She has also advised on Real Estate transactions in respect of commercial/retail complexes, multiplexes, hotel premises, redevelopment projects, serviced apartments, Special Economic Zones, Information Technology, IT Enabled Services Parks and also Integrated Township Projects. She is experienced in Foreign Direct Investments in immovable property and has also advised as to Indian Law during the offer for subscription of units representing a Business Trust by way of an Initial Public Offering (IPO) in Singapore.



It is proposed to appoint Messrs Chokshi & Chokshi, Chartered Accountants, Mumbai (Registration No.: 101872W) and Messrs Shah Gupta & Co., Chartered Accountants, Mumbai (Registration No.:109574W) as Joint Statutory Auditors of the Company for one year.

Messrs Chokshi & Chokshi, Chartered Accountants, Mumbai (Registration No.:101872W) and Messrs Shah Gupta & Co., Chartered Accountants, Mumbai (Registration No.:109574W), were appointed as Joint Statutory Auditors of the Company for the financial year 2013-14. Their term as Joint Statutory Auditors expires at the conclusion of this Meeting. Pursuant to the recommendation of the Audit Committee of Directors, the Board of Directors of the Company proposes to appoint Messrs Chokshi & Chokshi, Chartered Accountants, Mumbai (Registration No.:101872W) and Messrs Shah Gupta & Co., Chartered Accountants, Mumbai (Registration No.:109574W) as the Joint Statutory Auditors of the Company for one year and to hold office as such from conclusion of this Twenty Fifth Annual General Meeting until the conclusion of the Twenty Sixth Annual General Meeting of the Company for the purpose of audit of the Company’s accounts at the Corporate Office, Mumbai as well as accounts at 10 Back Offices in India to be selected in consultation with the Joint Statutory Auditors. Messrs Chokshi & Chokshi, Chartered Accountants, Mumbai (Registration No.:101872W) and Messrs Shah Gupta & Co., Chartered Accountants, Mumbai (Registration No.:109574W) has consented to the said appointment and issued a certificate to the effect that the appointment, if made, shall be in accordance with the conditions as prescribed in Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.


for for Borrowing power upto Rs. 2,00,000 crore

In terms of the provisions of Section 293(1)(d) of the Companies Act, 1956, the Members of the Company at the Twenty Third Annual General Meeting held on 24th July, 2012 had granted its approval by way of an ordinary resolution to the Board of Directors of the Company to borrow, from time to time, such sums of money as they may deem necessary for the purpose of the business of the Company upto limit of `1,50,000/- crore (Rupees One Lakh Fifty Thousand Crore only).Keeping in view the increasing activities of the Company, and the need to augment the resources, the Company will be required to borrow monies in excess of the paid up capital and free reserves as well as limits fixed earlier of `1,50,000/- crore (Rupees One Lakh Fifty Thousand Crore only). Accordingly, your Directors propose to increase the limit from `1,50,000/- crore (Rupees One Lakh Fifty Thousand Crore only) as approved at the Twenty Third Annual General Meeting held on 24th July, 2012 to `2,00,000/- crore (Rupees Two Lakh Crore only).


for for

for for

to issue Redeemable Non-Convertible Debentures (NCDs)

In accordance with the authority granted by the Members of the Company under Section 293(1)(d) of the Companies Act, 1956 at the Twenty Third Annual General Meeting held on 24th July, 2012, the Board of Directors of the Company has been raising funds through various sources and modes including by issuance of Redeemable Non-Convertible Debentures (NCDs), secured or unsecured. The said NCDs are issued in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Simplified Listing Agreements for Debt Securities, as amended, from time to time.As on 31st March, 2014, the outstanding secured NCDs issued by the Company was `54,004/- crore (Rupees Fifty Four Thousand Four Crore only) and unsecured NCDs was Nil.

However, in terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities including NCDs under the Companies Act, 2013 only after the prior approval of its shareholders by way of a special resolution. The Companies (Prospectus and Allotment of Securities) Rules, 2014, further provides that the said special resolution must be passed in respect of all offers / invitations for the NCDs to be issued during a year.

The NCDs proposed to be issued by the Company will be issued for cash either at par or premium or at a discount to face value depending upon the prevailing market conditions.



Pursuant to changes in the Companies Act, 2013 and to align it in compliance with the clause 49 of the Equity Listing Agreement (Corporate Governance in listed entities), the Articles of Association of the Company needs to be altered. Therefore it is proposed to amend the Articles of Association of the Company by substituting the existing Articles 112(b), 112(c), 113(1) and 113(2) with new Articles 112(b), 112(c), 113(1) and 113(2)


for for to enter into agreement / transaction with Related Party namely, LIC of India and its associates for the purpose of raising fund through loans / NCDs / Bonds / similar such instrument including securitisation, to take property on lease / rent, avail / render any services or any other transaction which construe to be related party transactions with the related party / parties upto ` 3,000/- crore (Rupees Three Thousand Crore only) for one year from the date of this meeting including the transaction(s) already entered into with such party / parties

Pursuant to changes in the Companies Act, 2013 and to align it in compliance with the clause 49 of the Equity Listing Agreement (Corporate Governance in listed entities), the transactions in the nature of raising fund through loan / NCDs/ Bonds / similar such instruments including securitisation / to take property on lease / rent, availing / rendering of any services or any other transaction entered into by the Company upto ` 3,000/- crore (Rupees Three Thousnad Crore only) during the financial year 2014-15, which though in the ordinary course of business may be construed to be related party transaction with conflict of interest


for for Appointment of Ms. Sunita Sharma as Director and MD & CEO

Ms. Sunita Sharma was appointed as Additional Director and Managing Director & CEO of the Company by the Board of Directors w.e.f. 5th November, 2013 under Sections 260 and 269 read with Schedule XIII and other applicable provisions if any of the Companies Act, 2013, and holds Office upto the date of the Twenty Fifth Annual General Meeting of the Company.

Sunita Sharma has the responsibility of guiding the organization to its next level of growth.

A Masters Degree in Science from Delhi University, she joined the Life Insurance Corporation as Direct Recruit Officer of Eleventh batch in 1981. A person who always enjoys taking on challenging assignments, her career with LIC of India spans across various functions like Investments, Marketing, Personnel etc. She prides herself a Team Player and believes in the power of human potential that is required to scale up any business. She has shown initiative, courage and conviction when it comes to decision making and taking things to a logical end while always leading from the front. Her intellect, energy and integrity are integral to her personality counted by her colleagues. Her dynamic personality is her main strength and she does not hesitate when it comes to reaching out and convincing people within the organization and outside. These qualities foster loyalty with many in her team volunteering to work with her. In her illustrious career of over three decades with LIC of India, • She headed its Investment Department in the rank of Executive Director looking after equity research and risk management in 2013 • As Head of Pension & Group Schemes in the rank of Executive Director of LIC of India, during her span of four years, premium income more than trebled to ` 46,000/- crore (Rupees Forty Six Thousand Crore only) from ` 10,549/- crore (Rupees Ten Thousand Five Hundred Forty Nine Crore only) between 2008 & 2012 • As Chief (Personnel) in LIC of India, she was responsible for conceptualizing and designing HR strategies for LIC of India. • As Regional Manager (Estates & Office Services) she played a key role in LIC acquiring property worth more than ` 2,000/- crore (Rupees Two Thousand Crore only). • As Regional Manager (Northern Region) of LIC Housing Finance Ltd. covering the states of Delhi NCR, Rajasthan, Chandigarh, Punjab and Himachal Pradesh,

for for Appointment of Shri T V Rao as Director of the Company

Shri T. V. Rao was appointed as Additional Director of the Company by the Board of Directors under Section 260 of the Companies Act, 1956, and holds Office upto the date of the Twenty Fifth Annual General Meeting of the Company.

Shri T. V. Rao, Non Executive Director of the Company has furnished a declaration to the Company under Section 149(7) of the Companies Act, 2013 confirming that he meets the criteria prescribed for Independent Directors under Section 149(6) of the said Act. The Company has received from Shri T. V. Rao his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri T. V. Rao for the office of a Director. Brief profile is as follows:Shri T. V. Rao is an Associate Member of Indian Institute of Bankers and is a career Banker with specialisation in corporate finance, treasury management and mortgage backed securitisation.In his career spanning over three decades, he has experience in general banking, corporate finance and treasury management. He has headed the Treasuries of National Housing Bank, SIDBI and Exim Bank. His term with Exim Bank ended in March, 2014.In his last assignment with Exim Bank, he spearheaded Exim Bank’s activities related to capacity building and value addition in international trade through focussed seminars/ programmes on a gamut of issues; net working with National and International agencies connected with foreign trade.Mr. Rao has widely travelled representing the institutions he was working from time to time and participated in various international seminars on topics like mortgage backed securitisation, derivative products, structured finance etc. He is the EXIM Bank’s nominee on the Board of NATCO Pharma Ltd., Indus Medicare Ltd., Hyderabad and also Independent Director on the Boards of Electronica Finance Ltd., Pune, Canfin Homes Ltd., Bangalore and Public Representative Director on the Board of BgSE Financial Services Ltd., Bangalore.


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Appointment of Shri S B Mainak as director of the Company

Shri S. B. Mainak was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 3rd July, 2014 and holds office upto the date of this Meeting, in accordance with Articles 112 and 115 of the Articles of Association of the Company and Section 161 of the Companies Act, 2013. The Company has received from Shri S. B. Mainak his consent to act as Director. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a Member proposing the name of Shri S. B. Mainak for the office of a Director. Brief profile is as follows:Shri S. B. Mainak, Managing Director of Life Insurance Corporation of India, is a Chartered Accountant. Prior to his joining as Managing Director, he was Executive Director (Investment Operations) managing LIC’s funds of more than 14 lakh crore. He joined LIC as a Direct Recruit Officer (CA batch) in the year 1983.During his stint in LIC he has acquired a wide range of experience working not only in Finance and Accounts, but also in Marketing assignment as Senior Branch Manager, Divisional Manager of Pension & Group Superannuation and in various capacities in Investment department and in Academics during a stint in National Insurance Academy (NIA), Pune as Professor (Life Insurance) and Head of Finance Department of NIA where he has been instrumental in creating new teaching programs relating to finance and investment for officials of Insurance Companies.He was instrumental in setting up LIC Pension Fund Ltd. During his recent stint in Investment department as Executive Director (Investment Operations) there has been an appreciable increase in profits generated by churning of Securities, including Debt and Equities and niftier investment of funds generating improved investment yields. Currently he is the Chairman of LIC Nomura Mutual Fund Trustee Co.Pvt.Ltd. Also he is on the Board of National Stock Exchange of India Limited, Mahindra & Mahindra Limited, ITC Limited, LIC Cards Services Limited, LIC (Nepal) Limited. Further, he is Deputy President of Insurance Institute of India and Member of Governing Board of National Insurance Academy, Pune. He was IL & FS

Transportation Networks Limited

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

The Company has earned total revenue Rs 36,719.67 Million as on 31st March 2014 as compared to Rs 35,662.13 Million as on 31st March 2013

The Company has incurred total expenses Rs 33,490.61 Million as on 31st March 2014 as compared to Rs 31,269.86 million as on 31st March 2013

Net profit being Rs. 2,660.27 Million as on 31st March 2014 as compared to Rs 2,711.64 million as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

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To confirm the payment of interim dividend as final dividend on Preference Shares

We propose voting in favor of the resolution to declare dividend on preference shares for the period ended March 31, 2014 and also confirm the payment of interim dividend.

To declare dividend on Equity Shares


To appoint a director in place of Mr. Ravi Parthasarathy (holding DIN 00002392), who retires by rotation and being eligible offers himself for re-appointment

Mr. Ravi Parthasarathy is a B.Sc. and MBA from IIM, Ahmedabad. He is a Eminent Professional with rich and varied experience in Infrastructure & financial services segment Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

To appoint a director in place of Mr. Hari Sankaran (holding DIN 00002386), who retires by rotation and being eligible offers himself for re-appointment

Mr. Hari Sankaran is a B.A.-Economics and also M.Sc – Economics from London School of Economics. He is a Eminent Professional with rich and varied experience in Infrastructure & financial services segmentSince it is in compliance with the provisions of the Companies act 2013, we may vote for the same.


It is proposed to appoint Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration no. 117366W) for three years Since it is in compliance with provisions of Companies act 2013 we may vote for the same.

for for To appoint Mr. Deepak Dasgupta (holding DIN 00457925 as independent director of the Company

A retired Indian Administrative Services Officer served the Government of Haryana and the Central Government for over 36 years. During his tenure, he headed various departments including those related to infrastructure development and policy formulation He also served as the Chairman of National Highways Authority of India for over five years and as an Advisor to the Asian Development Bank. He was member of the Senior Expert Committee of IDFC Private Equity Fund and the Special Task Force in Bihar He holds a Master’s degree in Science from Delhi University




for for To appoint Mr. R C Sinha (holding DIN 00051909) as independent director of the Company

A retired Indian Administrative Services Officer served the Government of Maharashtra and the Central Government for over three decades. During his tenure with Central Government he worked as the Joint Secretary, Ministry of Information and Broadcasting. He also served as Collector, District Magistrate, Secretary and Additional Chief Secretary in the Government of Maharashtra Mr. Sinha also served as Vice-Chairman & Managing Director of (i) Maharashtra State Road Transport Corporation Limited; (ii) City Industrial Development Corporation of Maharashtra Limited; (iii) Maharashtra State Road Development Corporation Limited and (iv) Maharashtra Airport Development Company Limited He holds a Bachelor’s degree in Law, Master’s degree in Economics from Lucknow University and a Post graduation in ‘Urban Development’ from the London University




for for To appoint Mr. H P Jamdar (holding DIN 00062081) as independent director of the Company

Mr. H P Jamdar has headed various departments of the Government of Gujarat, including as Secretary and Principal Secretary. During his tenure, he also served as Chairman of various state-owned corporations, especially in the roads and ports sector He has served as the President of Indian Roads Congress and the Institution of Engineers (India) He holds a Bachelor’s degree in Civil Engineering from the Gujarat University




for for To appoint Mr. Deepak Satwalekar (holding DIN 00009627) as independent director of the Company

He retired as the Managing Director and Chief Executive Officer of HDFC Standard Life Insurance Company Limited. Prior to this, he was the Managing Director of HDFC Limited since 1993 and also as Consultant with multi-lateral and bilateral agencies He is the recipient of the distinguished ‘Alumnus Award’ from the Indian Institute of Technology, Mumbai, and is now on the Advisory Council of the said Institution He is also an Independent Director on the Boards of several other companies. Currently he is also active on the Board of Trustees of Isha Vidhya (ishavidhya. org) and Teach to Lead (teachforindia.org), engaged in the field of primary education for low income and socially disadvantaged members of the society in rural and urban India, respectively He holds a Bachelor’s degree in Technology from the Indian Institute of Technology, Mumbai, and a Master’s degree in Business Administration from the American University, Washington DC




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19/08/2014 L & T Limited AGM Management Proposal for for

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Issue of further Securities

Given the Company’s future growth plans, the Board, considers it necessary to augment the long term resources of the Company by way of issuing Securities to eligible investors, subject to an aggregate maximum limit of up to an amount of ` 1,000 Crores or equivalent amount in any other currency and further subject to the prevailing market conditions and other relevant considerations. The Board intends to deploy the net proceeds from the issue, post payment of all offering related fees and expenses, of the above mentioned securities for funding any one or more of the following: (i) augmenting long term finance for funding growth and capital expenditure (ii) pre-payment/ repayment of debt (iii) funding capital requirements of subsidiaries/ associate companies/ joint ventures (iv) working capital requirements and (v) general corporate purpose Accordingly, the Company proposes to create, offer, issue and allot such number of Equity Shares, Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), and/or Equity Shares through Depository Receipt Mechanism and/or Fully Convertible Debentures (FCDs) and/or Non Convertible Debentures (NCDs) with warrants, or any other financial instruments convertible into or linked to Equity Shares and/or any other instruments and/or combination of instruments with or without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form or any combination of Securities through public issue(s), private placement(s) or a combination thereof, including issuance of Securities through a qualified institutional placement under Chapter VIII of the SEBI ICDR Regulations The Board may in their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the Members of the Company The pricing of the Securities that may be issued to qualified institutional buyers pursuant to a qualified institutional placement shall be freely

To consider and adopt the Balance Sheet as at March31, 2014, the Profit & Loss Account for the year endedon that date and the Reports of the Board of Directorsand Auditors thereon;



Net profit being Rs. 5493.13 crore as on 31st March 2014 as compared to Rs 4910.65 crore as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare a dividend on equity shares;


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pursuant to Section 149(13) of theCompanies Act, 2013 the Independent Directors of theCompany shall not be liable to retire by rotation.”

Section 149(4) requires the Company to appoint Independent Directors. The Company already has Independent Directors pursuant to the provisions of Clause 49 of the Listing Agreement. However, as per Article 108 of the Articles ofAssociation of the Company, all Directors including the Independent Directors except the Managing Director are liable to retire by rotation at the Annual General Meeting. The provisions of subsection (6) and (7) of the Section 152 in respect of retirement of Directors are not applicable to appointment of Independent Directors as per Section 149(13) of the Companies Act, 2013. The Company will suitably amend its Articles of Association to enable this provision. Considering the requirement of the new Companies Act, 2013, applicable with effect from April 1, 2014, it is proposed to specifically seek approval of the Shareholders in this AGM to the effect that the Independent Directors, whether present or future, will not retire by rotation in any AGM.

However the Company has not sought a specific approval for amendment of Articles of Association which requires members approval

Since the proposal in compliance with the provisions of the Companies act 2013, we may vote for the same.

the vacancy caused due to retirementby rotation of Mr. N. Mohan Raj (DIN-00181969) benot filled up at this meeting or at any adjournmentthereof.”

Mr. N. Mohan Raj, who resigned on October 21, 2013, would have retired by rotation at this Annual General Meeting. The Company does not propose to fill the vacancy at this meeting or any adjournment thereof, but will do so at a later date. Hence, as required under Section 152 of the Companies Act, 2013, a resolution is proposed not to fill up the vacancy caused by the resignation of Mr. N. Mohan Raj at this meeting or any adjournment thereof.


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the vacancy caused by retirement ofMr. S. Rajgopal (DIN-00001133) be not filled up at thismeeting or at any adjournment thereof.”

Mr. S. Rajgopal, Independent Director of the Company, has expressed his desire to retire from the Board of the Company at this Annual General Meeting. The Company does not propose to fill up the vacancy at this meeting or any adjournment thereof, but will do so at a later date. Hence, as required under Section 152 of the Companies Act, 2013, a resolution is proposed not to fill up the vacancy caused by the retirement of Mr. S. Rajgopal at this meeting or anyadjournment thereof.


To appoint a Director in place of Mr. A. K. Jain(DIN-02155213), who retires by rotation and is eligiblefor re-appointment;

Mr. A K Jain is the director in the Company since May 29, 2008. He is B. Com (Hons), MDPA, I.A.S. (Retd.) and Has held various important positions in finance and power sector with the Government of Uttar Pradesh and Government of India. Retired as Secretary, Government of India, Ministry of Finance, Department of Disinvestment.


the vacancy caused by retirement ofMr. S. N. Talwar (DIN-00001456) be not filled up at thismeeting or at any adjournment thereof.”

Mr. S. N. Talwar, Independent Director of the Company, has expressed his desire to retire from the Board of the Company at this Annual General Meeting. The Company does not propose to fill up the vacancy at this meeting or any adjournment thereof, but will do so at a later date. Hence, as required under Section 152 of the Companies Act, 2013, a resolution is proposed not to fill up the vacancy caused by the retirement of Mr. S. N. Talwar at this meeting or anyadjournment thereof.


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To appoint a Director in place of Mr. S. N. Subrahmanyan(DIN-02255382), who retires by rotation and is eligiblefor re-appointment;

Mr. S. N. Subrahmanyan is the director in the Company since July 1, 2011. He is B.Sc., Engg. (Civil) & MBA (Finance) and Vast experience in Contracts & Costing and Project Management.


To appoint a Director in place of Mr. A. M. Naik(DIN-00001514), who retires by rotation and is eligiblefor re-appointment;

Mr. A. M. Naik is the director in the Company since November 23, 1989. He is B.E. (Mech.) and has expertise in General management, Hi-Technology Equipment Manufacturing, Engineering & Construction.


Mr. Subodh Bhargava(DIN-00035672) be and is hereby appointed as anIndependent Director

Mr. Subodh Bhargava is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in July, 2007.




for for Mr. M. M. Chitale (DIN-00101004)be and is hereby appointed as an Independent Director

Mr. M. M. Chitale is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in July, 2004. In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013and read with rules under the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV of the Companies Act, 2013 and in compliance with the listing agreement as amended from time to time, Mr. Chitale is proposed to be appointed as an Independent Director up to March 31, 2019, for a period of 5 years from the date of commencement of the Companies Act, 2013. Pursuant to revised Clause 49 of the Listing Agreement, he is not eligible for re-appointment after March 31, 2019. Mr. Chitale is already an Independent Director of the Company under Clause 49 and also satisfies the conditions of an Independent Director under the Companies Act, 2013. He is regularized as an Independent Director under Companies Act, 2013.




for for Mr. M. Damodaran (DIN-02106990)be and is hereby appointed as an Independent Director

Mr. M. Damodaran is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in October, 2012. In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 and read with rules under the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) and Schedule IV of the Companies Act, 2013 and in compliance with the listing agreement as amended from time to time, Mr. Damodaran is proposed to be appointed as an Independent Director upto March 31, 2019, for a period of 5 years from the date of commencement of the Companies Act, 2013. Pursuant to revised Clause 49 of the Listing Agreement, he is eligible for re-appointment after March 31, 2019. Mr. Damodaran is already an Independent Director of the Company under Clause 49 and also satisfies the conditions of an Independent Director under the Companies Act, 2013. He is regularized as an Independent Director under the Companies Act, 2013.




for for Mr. Vikram Singh Mehta(DIN-00041197) be and is hereby appointed as anIndependent Directo

Mr. Vikram Singh Mehta is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in October, 2012. In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 and read with rules under the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV of the Companies Act, 2013 and in compliance with the listing agreement as amended from time to time, Mr. Mehta is proposed to be appointed as an Independent Director up to March 31, 2019, for a period of 5 years from the date of commencement of the Companies Act, 2013. Pursuant to revised Clause 49 ofthe Listing Agreement, he is eligible for re-appointment for one more term of 5 years after March 31, 2019. Mr. Mehta is already an Independent Director of the Company under Clause 49 and also satisfies the conditions of an IndependentDirector under the Companies Act, 2013. He is regularized as an Independent Director under the Companies Act, 2013.




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Mr. Adil Zainulbhai (DIN- 06646490)be and is hereby appointed as an Independent Director

Mr. Adil Zainulbhai is appointed as an Independent Director of the Company with effect from May 30, 2014. In terms of Section 161(1) of the Companies Act, 2013, Mr. Zainulbhai holds office as additional director upto the date of thisAnnual General Meeting. The Company has received a notice in writing from the Director alongwith deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing his candidature for the office of IndependentDirector of the Company. In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 and read with rules under the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV of the Companies Act, 2013 and in compliance with the listing agreement as amended from time to time, Mr. Zainulbhai is proposed to be appointed as an Independent Director for a term up to May 29, 2019, for a period of 5 years from the date of his appointment. Pursuant to revised Clause 49 of the Listing Agreement, he is eligible for re-appointment after May 29,2019.As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



To appoint Statutory Auditors and fix their remuneration

The Company’s auditors M/s. Sharp & Tannan, (firm registration number 109982W) have already completed more than ten years as Statutory Auditors of the Company

It is proposed to appoint them from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

Since the firm has completed ten years as auditor, as a good corporate governance, the Company should appoint a new auditor. Hence it is proposed to vote against the resolution.

19/08/2014 UPL Limited AGM Management Proposal for for

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To consider and adopt the audited Balance Sheet as at31st March, 2014, Statement of Profit and Loss Accountand Cash Flow Statement for the year ended on that dateand the Reports of the Board of Directors and Auditorsthereon.

The Company has earned total revenue Rs 496,827 Lacs as on 31st March 2014 as compared to Rs 393,944 Lacs as on 31st March 2013

The Company has incurred total expenses Rs 430,137 Lacs as on 31st March 2014 as compared to Rs 351,279 Lacs as on 31st March 2013

Net profit being Rs. 41,573 Lacs as on 31st March 2014 as compared to Rs 20,813 Lacs as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare a dividend on equity shares;


To appoint a Director in place of Mr. Jaidev RajnikantShroff (DIN: 00191050), who retires by rotation and beingeligible, offers himself for re-appointment.

Mr. Jaidev Rajnikant Shroff is a science graduate. He is Global CEO of the Group and he has worked with the Group for more than 21 years. He has substantial experience in various areas of the Group’s operations


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To appoint a Director in place of Mrs. Sandra RajnikantShroff (DIN: 00189012), who retires by rotation and beingeligible, offers herself for re-appointment.

Mrs. Sandra Rajnikant Shroff has been associated with Uniphos Enterprises Ltd.(erstwhile United Phosphorus Ltd.) since its inception. She has held various important positions in commercial, educational and social fields.Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.


It is proposed to appoint, in place of M/s. S.V. Ghatalia and Associates LLP, the retiring auditors, who have express their inability to continue, Messrs. S R B C &CO LLP (ICAI Firm Registration No. 324982E), Chartered Accountants as statutory auditors of the Company .


To appoint Mr. Pradeep Vedprakash Goyal (DIN:00008370) as an Independent Director of the Company

Mr. Pradeep Vedprakash Goyal is a Metallurgy Engineer from IIT and Master Graduate from MIT, USA. He has been the member of various associations such as All India Manufacturers Organisation, ASSOCHAM, Indo-German Chambers of Commerce, etc. He has authored a few articles relating to steel making. He is the Managing Director of Pradeep Metals Ltd.


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To appoint Dr. Venkata Krishna KameshwarraoPalavajjhala (DIN: 00192991) as an Independent Directorof the Company

Dr. Venkata Krishna Kameshwarrao Palavajjhala is a member of the Audit Committee, Shareholders/Investors Grievance Committee and Remuneration Committee. He is Ph.D.(Tech.). He is a Chemical technologist with specialisation in chemicals and petrochemicals. He has over 43 years experience in Research & Development and industry and held various positions in Government of Gujarat and Government of India.He is presently a Project Consultant for Chemicals, Petro Chemicals, Safety Management and Environment Planning. He has got an excellent technical background.


To appoint Dr. Reena Ramachandran (DIN: 00212371) asan Independent Director of the Company

Dr. Reena Ramachandran is the Director General of Fortune Institute of Internationals Business, which is approved by the Ministry of HRD, Govt. of India. She has been member of various associations and institutions relating to education. Presently, she is also a member of the Expert Committee appointed by the Ministry of HRD to device Policy Perspectives for Management Education. She was also associated with various committees appointed by various Ministries of Government of India. She has done her Doctorate in Chemistryfrom University of Allahabad and Doctorate in Science (chemistry) in France. She has varied professional experience of over 41 years in Textile, Drug, Cement, Petroleum and Petro Chemical Industry.


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To appoint Mr. Pradip Pranjivan Madhavji (DIN: 00549826)as an Independent Director of the Company

Mr. Pradip Pranjivan Madhavji is a Commerce and Law Graduate. He has more than 50 years of experience in the fields of finance and administration. Formerly he was chief of Thomas Cook India Ltd. Apart from this, he is Hon. Consul of Colombia and he was also Hon. Consul of New Zealand and also holds positions in various trade bodies. Prior to joining Thomas Cook, he was in Dena Bank for 18 years.




To appoint Mr. Vinod Rajindranath Sethi (DIN: 00106598)as an Independent Director of the Company

Mr. Vinod Rajindranath Sethi is a Chemical Engineer from IIT, Mumbai and Master in Business Administration from IIM, Ahmedabad. Presently, he runs his own private investment bank. He was previously with Morgan Stanley. He has many years of experience in the field of finance.




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To appoint Mr. Suresh Prabhakar Prabhu (DIN: 00308142)as an Independent Director of the Company

Mr. Suresh Prabhakar Prabhu is an eminent Chartered Accountant. He has been a Member of Parliament in the 11th, 12th, 13th and 14th Lok Sabha (from 1996-2009) and was a Cabinet Minister of Industry, Energy, Environment and Forests, Chemicals and Fertilisers, Heavy Industry & Public Enterprises. Mr. Suresh Prabhakar Prabhu is a well-known personality and has many years of experience in the field of Sustainable development, Banking & finance and International business. He has participated and also addressed at many invents and forums in India and abroad. He is a member of many reputed associations representing business, sports, education and social works.




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

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/S. RA & Co., the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company


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To increase the limit for investment by ForeignInstitutional Investors (FIIs)

The Board of Directors of the Company at its meeting held on April 25, 2014, inter alia, approved, subject to the approval of the Members by way of a special resolution, to enhance the said FIIs investment limit to 74% of the paid- up Equity Capital or paid-up value of the respective series of the convertibleDebentures of the Company. At present, FIIs holding in the Company has almost been 48%. Hence, the limit of FIIs investment needs to be increased. The increase in the FII limit to 74% will be beneficial to the Company.The resolution at Item No. 13 will enable the FIIs, who are considered to be prudent investors to acquire shares of the Company through Authorised Dealers within the revised ceiling under the Portfolio Investment Scheme of the ReserveBank of India.


To increase the limit for borrowing by the Company

Under Section 180(1)(c) of the Companies Act, 2013, the Board of Directors cannot borrow money except with the consent of the shareholders, where the money to be borrowed, together with the money already borrowed by the Company is in excess of the aggregate of its paid-up share capital and free reserves of the Company, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business. The Ministry of Corporate Affairs, vide General Circular No. 04/2014 dated 25th March, 2014, has clarified that the resolution passed under section 293 of the Companies Act, 1956 prior to 12th September, 2013 with reference to borrowings (subject to the limits prescribed) and / or creation of security on assets of the Company will be regarded as sufficient compliance of the requirements of section 180 ofthe Companies Act, 2013 for a period of one year from the date of notification of section 180 of the Companies Act, 2013. In view of the above, it is proposed that the borrowing limit of H10,000 crores, as approved by the members at the Extraordinary General Meeting of the members of the Company held on 11th October, 2007, be renewed to comply with the requirements of section 180 of the Companies Act, 2013.


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20/08/2014 NTPC Limited AGM Management Proposal for for

To authorise the Board of Directors of the Company tomortgage and/or charge on all or any of the moveableand/or immoveable properties of the Company

The borrowings of the Company are in general required to be secured by suitable mortgage or charge on all or any of the movable or immovable properties of the Company in such form, manner and ranking as may be determined by the Board of Directors of the Company from time to time, in consultation with the lender(s).Section 180(1)(a) of the Companies Act, 2013 provides, inter alia, that the Board of Directors of a company shall not, without the consent of the members of the Company, to sell, lease or otherwise dispose of the whole or substantiallythe whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings. The Members are requested to empower the Board with therequisite authority under Section 180(1)(a) of the Companies Act, 2013 to provide any security to the lender in connection with the above financing arrangement with them.

The mortgage and/or charge by the Company of its movable and/or immovable properties and/or the whole or any part of the undertaking(s) of the Company in favour of the Lender(s), with a power to take over the management of the business and concern of the Company in certain events of default by the Company, may be regarded as disposal of the Company’s undertaking(s) within the meaning of Section 180(1)(a) of the Companies Act, 2013. Hence, it is necessary for the members to pass a resolution under the said Section.


To receive, consider and adopt the audited financial statements of the Company for the year ended March 31, 2014, the reportsof the Board of Directors and Auditors thereon.



Net profit being Rs. 10,974.74 crore as on 31st March 2014 as compared to Rs 12,619.39 crore as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

for for

for for

for for

To confirm payment of interim dividend and declare final dividend for the year 2013-14.

We propose voting in favor of the resolution to declare dividend on Equity shares for the period ended March 31, 2014 and confirming the payment of interim dividend.

To appoint a Director in place of Shri I.J. Kapoor (DIN: 02051043), who retires by rotation and being eligible, offers himself forre-appointment.

Shri I J Kappor is Graduate in Mechanical Engineering and MBA (Marketing). He joined NTPC in 1978 as 3rd batch Engineering Executive Trainee (EET) and is the first EET to be on the Board of the Company. He has a rich and varied experience of over 35 years in the areas of Commercial, Engineering, Contracts & MaterialsManagement, Project Management, Consultancy, Cost Engineering, Station Engineering and Quality Assurance & Inspection. He is a Fellow of Institution of Engineers, India and Senior Member, IEEE, USA.



It is proposed to appoint, in place of M/s. S.V. Ghatalia and Associates LLP, the retiring auditors, who have express their inability to continue, Messrs. S R B C &CO LLP (ICAI Firm Registration No. 324982E), Chartered Accountants as statutory auditors of the Company .


for for To appoint Shri S.C. Pandey (DIN: 03142319), as Director of the Company

Shri S.C. Pandey was appointed as Director (Projects) of the Company by the President of India vide letter No. 8/4/2012-Th-I dated 5th August, 2013 issued by Ministry of Power for a period of five years and was accordingly appointed as an Additional Director w.e.f 1st October, 2013 to hold office upto this Annual General Meeting.

He is a B.E. in Instrumentation. He joined NTPC as Executive Trainee in 1978. He brings with him about 34 years rich experience and exposure to areas of engineering, project construction and operations of power plants. He has strong background in managing operating and maintaining some of the largest power stations of the country.




for for To appoint Shri Kulamani Biswal (DIN: 03318539), as Director of the Company

Shri Kulamani Biswal was appointed as Director (Finance) of the Company by the President of India vide letter No. 8/6/2012-Th-I dated 5th December, 2013 issued by Ministry of Power for a period of five years and was accordingly appointed as an Additional Director w.e.f. 9th December, 2013 to hold office upto this Annual General Meeting.

He is a Fellow member of the Institute of Cost Accountants of India, LL.B and MBA from New Port University, California, USA. He has rich experience of 28 years both in coal and power sector. He was Director (Finance) in Mahanadi Coalfields Limited (MCL) since October 2010 managing finance, accounting and corporate governance functions of the Company. He played a pivotal role in making MCL as second largest coal company in India in terms of production and profitability. He was Chief (Finance) at Central Electricity Regulatory Commissionand contributed to drafting of various regulations and policies for smoothfunctioning of the power sector from year 2004 to 2010.




for for To appoint Dr. Pradeep Kumar (DIN: 05125269), as Director of the Company

Dr. Pradeep Kumar was appointed as an a Government Nominee Director of the Company by the President of India vide letter no. 8/7/2013-Th-I dated 9th September, 2013 and was accordingly appointed as an Additional Director w.e.f 10th September, 2013 to hold office upto the date of previous Annual General Meeting.

He is B.Tech, Electronics, MBA, Master Diploma in Public Administration andGovernance and M. Phil in Social Sciences. He has more than 26 years ofexperience as IAS officer. He held various administrative positions in the areas ofRevenue, Finance, Transport, Shipping, Inland Water Transportation, WaterResources, Irrigation, Food and Civil Supplies, Consumer Affairs, Environment and Forests. Prior to joining as Joint Secretary & Financial Adviser, Ministry of Power, he was Principal Secretary, Environment and Forest Department, Government of Kerala.




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for for

To raise funds upto ` 13,000 Crore through issue of Bonds/Debentures on Private Placement basis

The Company is the largest power producer in India with installed capacity of 7,107 MW (Standalone) as on 31st March 2014. The projects of the Company are to be finance by debt & equity in the ratio of 70:30. As the Company is under a rapid capacity expansion mode, major portion of capital expenditure requirement of the Company has to be funded by debt. The Company borrows in the form of non convertible bonds/ debentures, rupee term loans from banks and financial institutions, foreign currency borrowings, foreign currency bonds etc. The non convertible bonds/ debentures/ foreign currency bonds are issued by the Company under public issue route or through private placement basis.As per Section 42 of the Companies Act, 2013 read with Rule 14 (2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company shall not make a Private Placement of its securities unless the proposed offer of securities or invitation to subscribe to securities has been previously approved by the Shareholders of the Company by a Special resolution for each of the offers or invitations. However, in case of offer or invitation for “non-convertible debentures”, it shall be sufficient, if the company passes a previous special resolution only once in a year for all the offers or invitations for such debentures during the year.

In view of the above, approval of the Shareholders of the Company is being sought, to authorize the Board of Directors to make offer(s) or invitation(s) to subscribe to the secured/unsecured, redeemable, taxable/tax-free, cumulative/non-cumulative, nonconvertible debentures (“Bonds”) upto ` 13,000 Crore in one or more tranches/ series, through private placement, in domestic and/ or in international markets i.e. in Indian rupees and/or in foreign currency, during the period commencing from the date of passing of Special Resolution till completion of one year thereof or the date of Annual General Meeting in the financial year 2015-16 whichever is earlier, subject to ceiling approved by the shareholders under Section 180(1)(c).

To ratify the remuneration of the Cost Auditors for the financial year 2014-15

Based on recommendation of Audit Committee, the Board of Directors in its meeting held on 15th May, 2014 has approved the names of the six cost accountant firms for appointment and also authorized Director (Finance) to assign work to them and fix their remuneration. Accordingly, work was assigned to Cost Auditors and total fee of ` 24,91,250/- is payable for cost Audit for the Financial year 2014-15. The fee structure for cost audit is broadly based on station capacity and number of stations. The reimbursement of applicable statutory taxes like service tax and education cess were in addition to fees.


1/9/2014 NTPC Limited PB Management Proposal for for

for for

Increase in borrowing limit of the Company from ` 1,00,000 Crore to ` 1,50,000 Crore.

The Company is primarily engaged in the business of generation and sale of electricity in India. It is a diversified and integrated player in the power sector, as it is also engaged in various other complementary businesses, directly as well asthrough its subsidiaries and joint ventures, including consultancy, power trading, coal mining, electricity distribution and manufacture of equipment used in the power business. The Company is the largest power producer in India with installed capacity of 37,107 MW (standalone) as on 31st March 2014. The projects of the Company are to be financed by debt & equity in the ratio of 70:30. As the Company is under a rapid capacity expansion mode, major portion of capital expenditure requirement of the Company has to be funded by debt. The main constituents of the Company’s borrowings are generally in the form ofbonds/ debentures, rupee term loans from banks and financial institutions, foreign currency borrowings, foreign currency bonds etc.In the 32nd Annual General Meeting, the Board of Directors was authorized under section 293 (1)(d) of the Companies Act, 1956 to borrow money which at any time shall not exceed in the aggregate ` 1,00,000 crore (Rupees One Lac Crore Only) irrespective of the fact that such aggregate amount of borrowings outstanding at any one time may exceed the aggregate for the time being of the paid-up capital of the Company and its free reserves. Section 180 (1)(c) of theCompanies Act, 2013 corresponds to Section 293 (1)(d) of the Companies Act, 1956 and the said section has been brought into effect from 12th September 2013. As per Section 180 (1) (c) of the Companies Act, 2013, the Board of Directors of the Company shall not, except with the consent of the Company by passing a Special Resolution, borrow money, together with the money already borrowed by the Company, in excess of the paid-up capital and free reserves ofthe Company. As per General Circular No. 04/2014 dated 25th March 2014, Ministry of Corporate Affairs has clarified that approval available under Section 293 shall be valid for a period of one year from the date of notification of the Section 180 of Companies Act, 2013.Creation of

Mortgage and/or charge over the movable and immovable properties of the Company

In terms of the provisions of Section 180(1) (a) of the Companies Act, 2013 read with Rule 22 of the Companies (Management & Administration) Rules, 2014, a Company cannot sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking or undertakings of the Company without the consent of the Shareholders of the Company by way of a Special Resolution through Postal Ballot. As the Company is under a rapid capacity expansion mode, large portion of capital expenditure requirement of the Company has to be funded by debt. The raising of funds through debt usually requires creation of security on the immovable/ movable properties, present or future, of the Company in favour of lenders. As creation of charge / mortgage tantamountto otherwise disposing of the undertakings of the Company, it shall be necessary to pass a Special Resolution under Section 180(1)(a) of the Companies Act, 2013



for for

for for

TATA Global Beverages Limited

To receive, consider and adopt theAudited Financial Statements of theCompany for the year ended 31stMarch 2014, including audited BalanceSheet as at 31st March 2014, theStatement of Profit and Loss for theyear ended on that date together withthe reports of the Board of Directorsand the Auditors thereon.

The Company has earned total revenue Rs 286784.00 Lacs as on 31st March 2014 as compared to Rs 243907.10 Lacs as on 31st March 2013

The Company has incurred total expenses Rs 245455.68 Lacs as on 31st March 2014 as compared to Rs 213598.97 Lacs as on 31st March 2013

Net profit being Rs. 44697.00 Lacs as on 31st March 2014 as compared to Rs 25865.35 Lacs as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.


We propose voting in favor of the resolution to declare dividend on Equity shares for the period ended March 31, 2014 and confirming the payment of interim dividend.

To appoint a Director in place ofMr. Cyrus P Mistry, who retires byrotation and, being eligible, offershimself for reappointment.

Mr. Cyrus P Mistry Graduate Degree in Civil Engineering, UK; M.Sc. in Management, London Business School. He has a Wide business experiencein variety of industries.


for Against To appoint Auditors and fix their remuneration

Messrs. Lovelock & Lewes (Firm Registration No. 301056E), Chartered Accountants, were appointed as the statutory auditors of the Company for the period from the conclusion of the fiftieth Annual General Meeting (AGM) of the Company until the conclusion of the fifty first AGM of the Company at the AGM held on July 15 2013.Messrs. Lovelock & Lewes have been the Auditors of the Company since 1976. As per the provisions of Section 139 of the Act, no listed company can appoint or re-appoint an audit firm for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.In view of the above, Messrs. Lovelock & Lewes, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 28th May 2014, proposed the appointment of Messrs. Lovelock & Lewes as the statutory auditors of the Company for a period of three years to hold office from the conclusion of thisAGM till the conclusion of the fifty-fourth AGM of the Company to be held in theyear 2017 (subject to ratification of their appointment at every AGM).

Considering the long term association of the auditor with the Company, independency of the auditor is a matter of question. As a good corporate governance practice, the Company should consider rotation of auditor.Since the proposal is not in compliance with provisions of Companies act 2013 we may vote against the same

for for Appointment of Mr. Analjit Singh as anIndependent Director of the Company

Mr. Analjit Singh is the Chairman of Max India Limited as well as of its subsidiaries, namely, Max Life Insurance Company Limited and Max Bupa Health Insurance Company Limited. He has been the driving force behind the Group’s sustained growth and success since inception. He was conferred the prestigious Padma Bhushan Award by the Government of India in the year 2011.Mr. Analjit Singh is a Member of the Prime Minister’s Joint Indo-US CEOs Forum. He is the non-executive Chairman of Indus Towers and is a Director on the board of some leading companies such as Vodafone India and Sofina NV/SA, Belgium.Mr. Analjit Singh is actively involved in governing several educational institutesof prominence as an Executive Board Member of the Indian School of Business(ISB), Hyderabad, and as Chairman of the ISB Mohali Campus Advisory Board. He is also the Chairman, Board of Governors of the Doon School, Dehradun and is also the Chairman of the Board of Governors of the Indian Institute of Technology, Roorkee




for for Appointment of Mr. V. Leeladhar as anIndependent Director of the Company

Mr. V Leeladhar has long experience in the banking industry having served as the Executive Director of Bank of Maharashtra, Chairman and Managing Director of Vijaya Bank and Chairman and Managing Director of Union Bank of India. He also served as the Deputy Governor of the Reserve Bank of India for over four years. Mr. Leeladhar is an expert in banking and financial matters.He was also a member of the Securities and Exchange Board of India for about three years. His expertise is in the area of banking and finance. He is on the Board of Tata Cleantech Capital Limited and Axis Mutual Fund Trustee Limited.




for for Appointment of Mrs. Mallika Srinivasanas an Independent Director of theCompany

Mrs. Mallika Srinivasan is the Chairman & Chief Executive Officer of Tractors andFarm Equipment Limited, a flagship company of the Amalgamations Group. Athought leader and strategist, recognized for her commitment to excellence and contribution to Indian Industry, she has been at the helm of affairs of industrybodies and trade associations such as Tractor Manufacturers Association,Madras Management Association, Madras Chamber of Commerce & Industry and the Southern Regional Council of CII. She is also a Director of five other Indian companies. She is a recipient of several business awards and has been recognised by Business Today for seven consecutive years as oneof the 25 most powerful women in Indian business. She was awarded the Padma Shri for her contributions to trade and Industry by the President of India in 2014. She shares an avid interest in academia, particularly management education and is a member of the Executive Board of Indian School of Business, Hyderabad. She is also on the Board of Tata Steel Limited and AGCO Corporation, USA.




for for Appointment of Mrs. Ranjana Kumaras an Independent Director of theCompany

Mrs. Ranjana Kumar retired as Vigilance Commissioner in Central VigilanceCommission, Government of India. She was a Member, Governing Council, National Innovation Foundation, Ahmedabad.

She had held very significant positions in her career including that as theChairperson & Managing Director of Indian Bank, Chairperson of National Bankfor Agriculture and Rural Development (NABARD), Executive Director, holdingconcurrent charge as Chairman and Managing Director of Canara Bank and CEOof the US operations of the Bank of India based in New York. She regularly addresses managements of a cross section of public sector undertakings on various aspects concerning Management, Leadership, Human Resource Management etc. She is on the Board of Coromandel International Limited, GVK Power & Infrastructure Limited, Vyome Biosciences Private Limited, Rainbow Children’s Medicare Private Limited, International Asset Reconstruction Company Private Limited and International Paper APPM Limited. She is on theBoard of Governors of Indian Institute of Management, Kashipur, Uttarakhand and is also on the committee of the Tirupati Tirumala Devasthanam.




for for Appointment of Mr. Darius Pandoleas an Independent Director of theCompany

Mr. Darius Pandole holds a BA (Economics) degree from Harvard (1988) and an MBA from the University of Chicago (1992). He is a Partner at New Silk Route Advisors Private Limited, a private equity firm focused on investing in India and other Asian economies. Mr. Pandole had earlier worked with Kraft General Foods in the US and returned to India in 1993 and managed the operations of his family owned soft drinks business, Duke and Sons Limited, which was a market leader in Western India. He served as Managing Director of IndAsia Fund Advisors Private Limited, the Indian advisor to the AMP-IndAsia India Fund – a private equity fund established in partnership with AMP of Australia.Mr. Pandole joined IDFC PE Ltd. in February 2003, and was the Executive Director, and later Chief Operating Officer. Mr. Pandole is currently an elected member of the Executive Committee of the Indian Private Equity and Venture Capital Association. He is on the Board of several companies including VRL Logistics Limited and NourishCo Beverages Limited.




for for Appointment of Mrs. Ireena Vittal as aDirector and as Independent Directorof the Company

Mrs. Ireena Vittal, a former partner with McKinsey & Co., is a recognisedthought partner to consumer-facing companies looking to build large-scale,profitable businesses. She has also served governments and public institutions to design and implement solutions core to India’s development, such as inclusiveurban development and sustainable rural growth. Mrs. Vittal was a founding member of the economic development practice and the global emerging-markets practice at McKinsey.

After 25 years in the corporate world, she is currently working in the urban& agriculture space and is also an Independent Director on the boards ofselect Indian companies such as Axis Bank Limited, Titan Company Limited, The Indian Hotels Company Limited, Godrej Consumer Products Limited, Wipro Limited and on the global advisory board of ideo.org.

Mrs. Vittal graduated in electronics and has an MBA from the Indian Institute ofManagement, Calcutta. The Board of Directors of the Company had appointed Mrs. Vittal as an Additional Independent Director of the Company with effect from 22nd October 2013.




for for

for for

Appointment of Mr. Harish Bhatas Non- Executive Director of theCompany

The Board at its meeting held on 29th January 2014 appointed Mr. Harish Bhat asadditional director with effect from 1st April 2014 on his stepping down as Managing Director with effect from the close of business on 31st March 2014, consequent to his induction as a member of the Group Executive Council (GEC) of the Tata group. Mr. Harish Bhat holds a Post Graduate Diploma in Management (PGDM) from the Indian Institute of Management, Ahmedabad where he was ranked first in the graduating batch, winning the IIMA Gold Medal for Scholastic Excellence, and also holds a B.E. (Hons.) degree in Electricaland Electronics from Birla Institute of Technology and Science, Pilani, where hegraduated first class with distinction. He joined the Tata Group as a TAS probationer in 1987 and has completed 28 years of service with the Group. Mr. Harish Bhat was the CEO and Managing Director of the Company from 1st July 2012 to 31st March 2014. He stepped down as Managing Director with effect from the close of business on 31st March 2014 and was appointed as Non-Executive Director from 1st April 2014. He was also previously with the Company from 1988 to 2000 holding various positions. He has also served in Titan Industries Limited as Chief Operating Officer of the Watches & Accessories Division where he led the world’s fifth largest watches business with great success. Mr. Bhat was awarded the British Chevening Scholarship for YoungManagers by Govt. of United Kingdom in 1997. He is a prolific writer, and has also authored a book, “Tata Log”, on the modern history of the Tata group. He is on the Board of Directors of various Tata Companies viz; Tata Coffee Limited, NourishCo Beverages Limited, Infiniti Retail Limited, Tata Starbucks Limited and Trent Limited.


Appointment of Mr. Ajoy Misra asManaging Director

Mr. Ajoy Misra was appointed as the Managing Director by your Board witheffect from 1st April 2014. The Board at its meeting held on 26th March 2014approved the terms of his appointment and remuneration, subject to the approval of the members.Mr. Ajoy Misra is a B.E. Hons. in Civil Engineering from BITS Pilani and M.B.A.Marketing from Faculty of Management Studies and is a member of TataAdministrative Service (TAS). He has done his Advanced Management Program at Harvard Business School. He has been with the Tata Group for more than 34 years of which 20 years have been in senior management positions.


for for To approve borrowing limits of theCompany

The Company at its Annual General Meeting held on 30th August 2011,authorised the Board of Directors of the Company by way of Ordinary Resolutionunder Section 293(1)(d) of the Companies Act, 1956 to borrow for the purpose of the Company moneys in excess of the paid-up capital of the Company and its free reserves provided the sum or sums so borrowed and remaining outstanding at any point of time shall not exceed Rs. 1,200 Crores.

Under the provisions of Section 180(1) (c) of the Act, the above powers can beexercised by the Board only with the consent of the shareholders obtainedby a Special Resolution. Further, as per a clarification dated March 25, 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolution earlier passed under Section 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act, i.e. upto September 11, 2014. As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to borrow moneys, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of paid-up share capital and free reserves of the Company.Whilst no increase in the said limits is currently being proposed, members’approval is being sought pursuant to Section 180 of the Act by way of a SpecialResolution.


for for Creation of mortgage/Charge

The Company at its Annual General Meeting held on 30th August 2011,authorised the Board of Directors of the Company by way of Ordinary Resolutionunder Section 293(1)(a) of the Companies Act, 1956, to create mortgage and/orcharge on the immovable and movable properties of the Company upto Rs. 1,200 crores in favour of the lenders to secure their financial assistance as mentioned in the said Resolution.

However, pursuant to the provisions of Section 180(1)(a) of the Act, the abovepowers can be exercised by the Board only with the consent of the shareholdersobtained by a Special Resolution. Further, as per a clarification dated March 25, 2014 issued by the Ministry of Corporate Affairs, the Ordinary Resolution earlier passed under Section 293(1)(a) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act, i.e. upto September 11, 2014. As such, it is necessary to obtain fresh approval of the shareholders by means of a Special Resolution, to enable the Board of Directors of the Company to create charge/ mortgage on the Company’s assets


for for Payment of commission to Non-Wholetime Directors

At the Annual General Meeting of the Company held on 1st September, 2009, the Members had approved the payment of commission to Non-Wholetime Directors not exceeding one percent per annum of the net profits of the Company for a period of five years commencing from April 1, 2009.It is proposed to continue with the payment of Commission to Non- Wholetime Directors of the Company. In terms of Section 197 of the Act, a company can make payment of remuneration to directors (other than Managing Directors and whole time Directors), a sum not exceeding 1% of the net profits of the company. The amount to be determined by the Board as remuneration payable to the Non- Executive Directors is distributed amongst all or some of the directors in accordance with the decision that the Board may give in this regard.The said remuneration to Non-Wholetime Directors shall be in addition to the sitting fee payable to them for attending meetings of the Board and Committees thereof.


21/08/2014 HPCL PB Management Proposal for for BORROWING POWERS OF THE COMPANY AND CREATION OF CHARGE / PROVIDING OF SECURITY.

In terms of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company, shall exercise the power to borrow money, where money to be borrowed, together with the money already borrowed by the Company will exceed aggregate of its paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business only the consent of the Company by passing a Special Resolution.

The Shareholders of the Company through process of Postal Ballot on 18.04.2012, had inter-alia passed an Ordinary Resolution pursuant to Section 293(1)(d) and any other applicable provisions of the Companies Act, 1956 read with Article 67 of the Articles of the Association of the Company authorising the Board of Directors of the Company to borrow monies for and on behalf of the Company from time to time as deemed by it to be requisite and proper for the business of the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) and remaining outstanding shall not exceed `30,000 Crores (Rupees Thirty Thousand Crores Only) in excess of the aggregate of the paid up capital of the Company and its free reserve i.e. reserves not set apart for any specific purpose, as per the latest annual audited financial statement.

Further Shareholders of the Company also passed pursuant to Section 293(1)(a) & all other applicable provisions, if any, of the Companies Act, 1956 an Ordinary Resolution authorising Board of Directors of the Company to create charge/provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as priority, as the Board in its absolute discretion thinks fit, on the assets of the Company.

The Ministry of Corporate Affairs (MCA), New Delhi vide their Notification No. 2754 dated September 12, 2013 had notified inter-alia the applicability of provisions of Section 180(1)(c) and Section 180(1)(a) of the Companies Act, 2013 with effect from September 12, 2013, which stipulates obtaining prior approval of the Shareholders of the Company by way of Special Resolution for exercising the specified powers of the Board of Directors relating to borrowing and selling/disposing off etc. of an undertaking of the Company respectively. Further MCA also vide its circular No. 04/2014 dated 25.03.2014 have clarified that the resolution passed under Section 293 of the Companies Act, 1956 prior

5/9/2014 DLF Limited PB Management Proposal for for Borrowing Powers of the Board

I The Members of the Company at their Extraordinary General Meeting held on 20th April, 2006 approved by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 borrowings over and above the aggregate of paid-up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of ` 50,000 crore (Rupees fifty thousand crore only). The Board of Directors were also authorized to create mortgage and/or charge on any or all of the Company’s assets to secure the Company’s borrowings in terms of Section 293(1)(a) of the Companies Act, 1956. In terms of the provisions of Section 180(1)(c) of the Companies Act, 2013 (‘the Act’), the Board of Directors shall not, except with the consent of the Company by way of Special Resolution, borrow money together with the money already borrowed, if any (apart from temporary loans obtained/to be obtained from the Company’s Bankers in the ordinary course of business) exceeding the aggregate of the paid-up share capital and free reserves.

Further, Section 180(1)(a) of the Act provides that the Board of Directors shall not sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) of the Company except with the consent of the Company accorded by way of a Special Resolution. As the documents to be executed between the lenders/security holders/ trustees for the holders of the said securities and the Company may contain provisions to take over substantial assets of the Company in certain events, it is necessary to pass a Special Resolution under Section 180(1)(a) of the Act for creation of charges/ mortgages/ hypothecations etc.

Further, as per the Circular No. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs, the resolution(s) passed earlier under Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act i.e. upto 11th September, 2014.

Accordingly, it is proposed to obtain the Members’ approval by way of Special Resolution(s) to enable the Board of Directors to (i) borrow money upto ` 30,000 crore (Rupees thirty thousand crore only); and (ii) secure the

for for Creation of Charge/Mortgage on the Assets of theCompany

I The Members of the Company at their Extraordinary General Meeting held on 20th April, 2006 approved by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 borrowings over and above the aggregate of paid-up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of ` 50,000 crore (Rupees fifty thousand crore only). The Board of Directors were also authorized to create mortgage and/or charge on any or all of the Company’s assets to secure the Company’s borrowings in terms of Section 293(1)(a) of the Companies Act, 1956. In terms of the provisions of Section 180(1)(c) of the Companies Act, 2013 (‘the Act’), the Board of Directors shall not, except with the consent of the Company by way of Special Resolution, borrow money together with the money already borrowed, if any (apart from temporary loans obtained/to be obtained from the Company’s Bankers in the ordinary course of business) exceeding the aggregate of the paid-up share capital and free reserves.

Further, Section 180(1)(a) of the Act provides that the Board of Directors shall not sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) of the Company except with the consent of the Company accorded by way of a Special Resolution. As the documents to be executed between the lenders/security holders/ trustees for the holders of the said securities and the Company may contain provisions to take over substantial assets of the Company in certain events, it is necessary to pass a Special Resolution under Section 180(1)(a) of the Act for creation of charges/ mortgages/ hypothecations etc.

Further, as per the Circular No. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs, the resolution(s) passed earlier under Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act i.e. upto 11th September, 2014.

Accordingly, it is proposed to obtain the Members’ approval by way of Special Resolution(s) to enable the Board of Directors to (i) borrow money upto ` 30,000 crore (Rupees thirty thousand crore only); and (ii) secure the

for for

for for

Authority to the Board of Directors to grantloan(s)/give guarantee(s) or security(ies) andmake investment in securities

In terms of the provisions of Section 186 of the Companies Act, 2013 (‘the Act’), where giving of the acquisition of securities exceeds (a) sixty percent of the aggregate of the paid-up capital and free reserves and securities premium account, or (b) hundred percent of its free reserves and securities premium account, whichever is more, prior approval of the shareholders by means of passing a Special Resolution shall be necessary.

The Company operates some of its businesses through subsidiaries, joint ventures, affiliates and associates. The funding obligations of such subsidiaries, joint ventures and associates are funded primarily out of the Company’s cash flows. Any such infusion of funds by the Company into its subsidiary(ies)/joint venture(s) / associate(s) or corporate guarantee given by the Company to secure the borrowings made by the subsidiary(ies)/ joint venture(s)/associate(s), are done by means of a resolution passed by the Board of Directors or the Finance Committee of the Board which does not require shareholders’ approval as per the provisions of Section 186 of the Act, as long as the limits specified under Section 186 of the Act are not exceeded.

In view of the future requirements of business and ensuring the Company’s funding obligations towards the subsidiary(ies)/joint venture(s)/associate(s) or other person(s), it is proposed to obtain the shareholders approval upto an amount of ` 20,000 crore (Rupees twenty thousand crore only), which amount, as on date, is higher than the limits specified in Section 186 of the Act.


To offer or invite for subscription of NonconvertibleDebentures including other debtsecurities on private placement basis

Pursuant to the provisions of Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company offering or making an invitation to subscribe to secured/unsecured redeemable Non-convertible Debentures (NCDs) including sub-ordinated debentures, bonds and/or other debt securities etc., on a private placement basis is required to obtain the prior approval of shareholders by way of a Special Resolution. Such an approval can be obtained once a year for all the offers and invitation made for such NCDs during the year.

In order to augment long-term resources for business needs through issue of NCDs including sub-ordinated debentures, bonds and/or other debt securities to banks/ financial institutions/mutual funds/body corporate(s) and/or other persons, the Company may offer or invite subscription for NCDs including sub-ordinated debentures, bonds and/or other debt securities, in one or more series and/or tranches through private placement on preferential basis with authority to the Board to determine the terms and conditions, including the issue price, interest rate, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit. Accordingly, approval of the Members is being sought by way of a Special Resolution.



for for

Container Corporation of India Limited

To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2014, including BalanceSheet as at 31st March, 2014, the Statement of Profit and Loss for the year ended on that date and the Reports of Board ofDirectors and Auditors thereon.



Net profit being Rs. 984.76 crore as on 31st March 2014 as compared to Rs 940.03 crore as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To confirm the payment of interim dividend and to declare final dividend on equity shares for the financial year ended 31st March, 2014.


for for

for for

To appoint a Director in place of Shri Harpreet Singh, Director (Projects & Services), who retires by rotation and being eligible,offers himself for reappointment.

Shri Harpreet Singh, is a Grad.I. Mech. E. ( L o n d o n ) , AMIE (Me c h . E n g g . ) ,Institution of Engineers India, AMIE (Elect. Engg.) Institution of Engineers India, MBA (Finance). He is a Ex IRSME officer with professional experience in Mechanical engg. services and management of Projects & Services.

Since the proposal is in compliance with the provisions of the Companies act 2013, we may vote for the same.

To appoint a Director in place of Shri Yash Vardhan, Director (International Marketing & Operations), who retires by rotation andbeing eligible, offers himself for reappointment.

Shri Yash Vardhan, is a M.Sc. & M. Phil. He is Ex IRTS officer with professional experience in Railway Operations Commercial, Safety and Planning. Setting up &management of container terminals. He was appointed as director on 28/09/2007.


for for

for for

To take note of the appointment of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, New Delhi as Statutory Auditors of theCompany and fix their remuneration

C&AG had appointed M/s. Kumar Vijay Gupta & Co., Chartered Accountants as Statutory Auditors of theCompany for the financial year 2013-14 .it is proposed to authorize the Board of Directors to pay remuneration to the auditor as well as to branch auditors appointed by C&AG of India.Since the same is in compliance with the provisions of the Companies act 2013, we may vote for the same.

Shri Arvind Bhatnagar, Director (Domestic Division), be and is hereby appointed as Director of the Companyw.e.f. 9th September, 2013

The Government of India has appointed Shri Arvind Bhatnagar as Director (Domestic Division) of the Company w.e.f. 9th September, 2013 in terms of Railway Board's order no. 2012/E(O)II/40/6, dated 9th September, 2013.Accordingly, the Company has filed the requisite particulars of Shri Arvind Bhatnagar, Director (Domestic Division), in the prescribed forms with the Registrar of Companies, New Delhi. In terms of Section 152 of the Companies Act, 2013, the above appointment is required to be confirmed in this Annual General Meeting.

He is a B E (HONS) Electrical & Electronics and MBA and Ex IRTS officer with varied experience in Operations and Commercial working of IR. Also gained Multimodal Logistics experience including Port Terminal Management.



for for

for for

Divi's Lab Limited

To consider and adopt the audited Balance Sheet as at 31st March 2014, the Statement of Profit and Loss for theyear ended 31st March 2014 along with the reports of Directors and the Auditors thereon.

The Company has earned total revenue Rs 259786.80 Lacs as on 31st March 2014 as compared to Rs 217740.24 Lacs as on 31st March 2013

The Company has incurred total expenses Rs 158922.73 Lacs as on 31st March 2014 as compared to Rs 138581.75 Lacs as on 31st March 2013

Net profit being Rs. 79172.31 Lacs as on 31st March 2014 as compared to Rs 61142.12 Lacs as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare dividend for the financial year 2013 - 2014.

We propose voting in favor of the resolution to declare dividend on Equity shares for the period ended March 31, 2014.

To appoint a Director in place of Mr. Kiran S. Divi (DIN: 00006503), who retires by rotation and being eligible,offers himself for reappointment.

Mr. Kiran S. Divi holds a post graduate degree in Pharmacy from Jawaharlal Nehru Technological University (JNTU), Kakinada, Andhra Pradesh.He joined the company in 2001 and since 27.08.2001 he is a Whole-time Director designated as Director & President - Operations on the Board of the Company.

He was involved in understanding the markets in USA in respect of active Pharma ingredients and intermediates forabout two years before joining the Board. He is responsible for marketing the company’s generic products in the USA, which is considered an important value market for the Pharma ingredients.


for for To appoint M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants, Hyderabad (Firm’s Regn. No. 002283S) asAuditors of the Company who shall hold office from the conclusion of this AGM for three consecutive years untilthe conclusion of the 27th AGM of the Company

It is proposed to appoint M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants, Hyderabad (Firm’s Regn. No. 002283S) as Auditors of the Company for 3 years.


for for Appointment of Shri. K.V.K. Seshavataram (DIN: 00060874) as an Independent Director of the Company

The Board of Directors of the Company appointed, Shri K.V.K. Seshavataram as an Additional Director of the Company with effect from June 23, 2014, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and theArticles of Association of the Company.

In terms of the provisions of Section 161(1) of the Act, Shri K.V.K. Seshavataram will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member along with thedeposit of requisite amount under Section 160 of the Act proposing the candidature of Shri K.V.K. Seshavataram for the office of Independent Director of the Company.Shri Seshavataram is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director

Mr. K.V.K. Seshavataram is a qualified Chartered Accountant, Cost Accountant and Company Secretary and is a member of the Institute of Chartered Accountants of India, the Institute of Cost Accountants of India and the Instituteof Company Secretaries of India. He retired as Chairman and Managing Director of M/s. Hindustan Zinc Ltd.,

Mr. Seshavataram has a varied experience of over 35 years in financial and general management, both in the private and public sector.Mr. Seshavataram was inducted into the company’s Board as an Additional Director on 23.06.2014




for for Appointment of Smt. S. Sridevi (DIN: 06879138) as small shareholder Director of the Company

The Board of Directors of the Company appointed, Smt. S. Sridevi as an Additional Director of the Company with effect from June 23, 2014, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles ofAssociation of the Company.

In terms of the provisions of Section 161(1) of the Act, Smt. S. Sridevi will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Smt. S. Sridevi for the office of Independent Director of the Company.Smt. Sridevi is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a DirectorAs per the provisions of Section 151 of the Companies Act, 2013, listed companies may have a director representing “small shareholders” i.e., who hold shares of nominal value of not more than twenty thousand rupees. The Boardmay consider the appointment suo moto as provided in the Companies Act, 2013. Smt. S. Sridevi has given her consent for the nomination.

Mrs. S. Sridevi holds a Masters degree in Nutrition from Sri Venkateswara University, Tirpuati, Andhra Pradesh. She has worked as Senior Manager with Andhra Bank and has diverse knowledge of the corporate finance and banking.Mrs. S. Sridevi was inducted into the company’s Board as an Additional Director on 23.06.2014.


for for Appointment Dr. G. Suresh Kumar (DIN: 00183128) as an Independent Director of the Company

Dr. G. Suresh Kumar is a Non-Executive Independent Director of the Company. He joined the Board in March, 2001. Dr. G. Suresh Kumar is a director who was liable to retire by rotation under the erstwhile applicable provisions of theCompanies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act 2013, Dr. G. Suresh Kumar being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years for a term upto 31st March, 2019. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Shri. Dr. G. Suresh Kumar for the office of Independent Director of the Company.

Dr. G Suresh Kumar holds an MBBS degree from Gandhi Medical College, Hyderabad and M.S. (General Surgery) from Gulbarga University, Karnataka. He worked with the Ministry of Health, Government of Algeria between 1978and 1983. He is a practicing Consultant Surgeon at several multispecialty hospitals at Hyderabad.

Dr. Suresh Kumar joined the company as Director on 10.03.2001




for for Appointment Shri. R. Ranga Rao (DIN: 06409742) as an Independent Director of the Company

Shri R. Ranga Rao is a Non-Executive Independent Director of the Company. He joined the Board in November, 2012.

Shri Ranga Rao is a director who was liable to retire by rotation under the erstwhile applicable provisions of Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act 2013, Shri. R. Ranga Raobeing eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years for a term up to 31st March, 2019. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Shri. R. Ranga Rao for the office of Independent Director of the Company.

Mr. R. Ranga Rao holds a Post-graduate degree in Pharmacy from College of Pharmacy, Manipal, Karnataka.

He started his career as an Analyst in a Pharma unit at Vijayawada. In 1978, he joined the State Government service in the Drugs Control Department. He worked at different levels and retired as Director, Drugs Control Administration,Govt. of Andhra Pradesh in the year 2009.

He also served as a member of different committees formed by Director General, Drugs Controller, Govt. of India to assist the department for the betterment of availability of safe and quality drugs to the public. He also served as a President, Indian Pharmaceutical Association, AP State Branch for two years.

Mr. R. Ranga Rao joined the company as Director on 03.11.2012.



for for re-appointment of Dr. Murali K. Divi(DIN: 00005040), as Chairman and Managing Director of the company for a further period of 5 (five) years witheffect from 10th October, 2014

The Board of Directors of the Company (the ‘Board’), at its meeting held on June 23, 2014 has, subject to the approval of members, re-appointed Dr. Murali K. Divi as Chairman and Managing Director, for a further period of 5 (five) years from the expiry of his present term, which expires on October 9, 2014, at the remuneration recommended by the Nomination and Remuneration Committee and approved by the Board.

It is proposed to seek the members’ approval for the re-appointment of and payment of remuneration to Dr. Murali K. Divi as Chairman and Managing Director in terms of Sections 196 and 197 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Dr. Divi holds a post graduate degree in Pharmaceutical Sciences from College of Pharmacy, Manipal, Karnataka and a doctorate degree in Pharmaceutical Sciences from Kakatiya University, Warangal, Telangana. He is a member of American Institute of Chemical Engineers, American Chemical Society, American Cosmetic Society and American Pharmaceutical Association. He has an extensive experience of over 30 years in the Active pharmaceutical ingredients industry.

Dr. Divi joined the Board in 1990. He has considerable expertise in implementing and managing bulk fine chemical manufacturing facilities conforming to GMP/ US-FDA standards. He has led R&D teams and developed efficient processes for speciality chemicals, pharmaceutical intermediates, herbicides and rodenticides and custom synthesis.

for for re-appointment of Shri. N.V. Ramana(DIN: 00005031), as Executive Director of the company for a further period of 5 (five) years with effect from 26thDecember, 2014 Murali K. Divi(DIN: 00005040), as Chairman and Managing Director of the company for a further period of 5 (five) years witheffect from 10th October, 2014

The Board of Directors of the Company (the ‘Board’), at its meeting held on June 23, 2014 has, subject to the approval of members, re-appointed Shri N. V. Ramana as Executive Director, for a further period of 5 (five) years from theexpiry of his present term, which expires on December 25, 2014, at the remuneration recommended by the Nomination and Remuneration Committee and approved by the Board.

It is proposed to seek the members’ approval for the re-appointment of and remuneration payable to appointed Shri N. V. Ramana as Executive Director in terms of Sections 196 and 197 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Mr. Ramana is a graduate in chemistry from Osmania University, Hyderabad and is a Member of American Chemical Society.

He joined the company in 1994 and since 26.12.1994, he is a Whole-time Director designated as Executive Director on the Board of the Company.

Mr. Ramana has over 25 years of experience in Pharmaceutical Industry and handled all the varied functions in the active pharmaceutical ingredients industry including Custom Manufacturing and Contract research.

for for Alteration of articles of association

The existing Articles of Association (“AoA”) are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the recently enacted Companies Act, 2013 (the “Act”).

The Act is now largely in force. On September 12, 2013, the Ministry of Corporate Affairs (“MCA”) had notified 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining Sections (barring those provisions which require sanction / confirmation of the National Company Law Tribunal (“Tribunal”) such as variation of rights of holders of different classes of shares (Section 48), reduction of share capital (Section 66), compromises, arrangements and amalgamations (Chapter XV), prevention of oppression and mismanagement (Chapter XVI), revival and rehabilitation of sick companies (Chapter XIX), winding up (Chapter XX) and certain other provisions including, inter alia, relating to Investor Education and Protection Fund (Section 125) and valuation by registered valuers (Section 247). However, substantive sections of the Act which deal with the general working of companies stand notified.

With the Act coming into force, several regulations of the existing AoA of the Company require alteration or deletions.

Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles.

The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model articles of association for a company limited by shares.

Since it is in compliance with the provisions of the act we may vote for the same.


for for

for for

Bayer Crop Science Limited

To receive, consider, approve and adopt the audited Statement of Profi t and Loss for the fi nancial year ended March 31, 2014 and theBalance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.



Net profit being Rs. 1,513 million as on 31st March 2014 as compared to Rs 4,015 million as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

To declare dividend on Equity Shares for the fi nancial year ended March 31, 2014.


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

Mr. Mueller joined Bayer AG as a commercial trainee in 1979 and spent two years in Corporate Auditing thereafter. He then moved to Japan where he worked for seven years with three Bayer subsidiaries in the fi eld of Finance & Accounting. After a further period of three years at the German Bayer headquarters in Central Controlling, Mr. Mueller became the Deputy General Manager of Bayer’s newly founded holding company in Beijing, China. In the following fi ve years, he established the administrative country platform and helped to negotiate and fi nance twelve joint venture companies. Mr. Mueller joined the Finance Division at Bayer AG as Head of Corporate Financial Controlling in 1999 before being appointed the Head of Corporate Finance in 2002 and Head of Finance in 2011.


for Against

for for

To appoint auditors and fi x their remuneration.

The Company has not specified the term of appointment nor the name of auditors which uis viewed as not in compliance with the companies act 2013.

We may against for the same.

Appointment of Mr. Richard van der Merwe(DIN 06768305) as the Vice Chairman & Managing Director ofthe Company for a period of fi ve years with effect from February 1, 2014

Mr. Richard van der Merwe was appointed as an Additional Director and also as the Vice Chairman & Managing Director of the Company with effect from February 1, 2014 by the Board of Directors for a period of fi ve years. He holds offi ce upto the date of the ensuing Annual General Meeting. A notice in writing under Section 160 of the Companies Act, 2013 has been received from a shareholder of the Company signifying his intention to propose Mr. van der Merwe as a candidate for the offi ce of Director. A brief profi le of Mr. Richard van der Merwe along with the required particulars is given in paragraph 4.2 of the Corporate Governance Report for the information of the Members.The terms and conditions of the payment of remuneration to Mr. Richard van der Merwe as the Managing Director of the Company are within the limits as prescribed under Schedule V of the Companies Act, 2013. The agreement entered into with Mr. Richard van der Merwe is available for inspection at the Registered / Corporate offi ce of the Company on all working days between 10.00 a.m. and 12.00 noon upto the date of the Annual General Meeting. An Abstract as required under Section 302 of the Companies Act, 1956 has already been circulated to all the Members of the Company.


for Against

for for

Appointment of Dr. Vijay Mallya(DIN:00122890) as independent Director of the Company

Dr. Vijay Mallya is a second-time Member of India’s Parliament and Chairman of The United Breweries (UB) Group, one of India’s largest conglomerates with diverse interests in brewing, distilling, real estate, fertilizers, biotechnology and information technology. Dr. Mallya has received several professional awards both in India and overseas. He was conferred a Doctorate of Philosophy (HonorisCausae) in Business Administration, by the Southern California University, Irvine. He has also been nominated as a Global Leader for Tomorrow by the World Economic Forum. He has also received France’s highest civilian award – the Legion of Honour. Hisfi rst term as a Member of Parliament was between 2002 and 2008.

Dr. Mallya personally and the UB Group as a whole have vast sporting interests internationally as well as in India. Dr. Mallya is the fi rst Indian ever to own a Formula One Team. He is the Team Principal and co-owner of Sahara Force India Formula 1, which is also India’s fi rst-ever Formula One Team and represents India’s fi rst, truly global sports foray. In 2008, the United Spirits bid and acquired Royal Challengers Bangalore, an Indian Premier League Cricket team. The Group also owns the country’s two premium football teams Kingfi sher East Bengal and McDowell MohunBagan. Dr. Mallya is also a breeder and owner of race horses and is a keen sportsman, an ardent aviator and yachtsman of distinction.

Dr. Vijay Mallya is being declared as a willful defaulter. If he is declared as a willful defaulter, he shall be be disqualified as a Independent director. Hence keeping in view good corporate Governance, we may vote against the same.

Appointment Mr. Sharad M. Kulkarni as an Independent Director of the Company

He is Non-Executive Independent Director of Bayer CropScience Limited and holds a Degree in Engineering (B.E.) from University of Pune and is a Fellow of the Institute of Engineers, India. He is a Fellow of Institution of Management, UK and Fellow of Institute of Directors, UK. He is a Business Advisor and Management Consultant. He is on the Board of several Indian and Internationalcompanies and is associated with several NGOs and Educational Trusts. He has held senior positions of CEO and President with major International and Indian Corporate entities during his career span of more than 40 years. His area of expertise covers Business Development, International Alliance Management, Strategic Planning, Management and Technology Institutions of Learning andCorporate Governance.




for for Appointment Mr. A.K.R. Nedungadi(DIN: 00103214) as an Independent Director of the Company

Mr. Nedungadi is a Chartered and Cost Accountant. He joined the United Breweries Group in 1990 as the Corporate Treasurer. Within two years, he became the Group Finance Director of the Group’s International business managing the businesses of UB International, which included the paint giant Berger Jenson and Nicholson with operations spanning 27 countries. He was instrumental in listing the Berger Group Companies on the London and Singapore bourses.

Since his appointment as the President and Group CFO in 1998, he led the way to sharpening the focus of the Group, which had a conglomerate approach, on areas of competence and global reach. This saw the Group focus on three verticals – Brewing, Distilling and Aviation, each area presenting clear leadership within India and global signifi cance.

He was also responsible for opening up the beverage alcohol sector to Global Best Practices and Transparency, enabling the entry of institutional investors and rerating of the industry itself.

Under his leadership, the market capitalisation of the 3 principal group companies has crossed US$ 5 Billion which bears testimony to the successful accomplishment of business restructuring, consolidation and enhanced shareholder value. As the principle leadership resource of the UB Group, Mr. A. K. R. Nedungadi was responsible in concluding the acquisition of Shaw Wallace & Co., Whyte & Mackay, Bouvet Ladubay, etc.

Mr. Nedungadi is the recipient of many awards of excellence, including Udyog Ratan Award, IMA’s CFO of the Year, CNBC TV18’s – CFO of the Year – M & A etc. Memberships in esteemed organisations like Who’s Who of Professionals only reinforce the above testimonials. Further, he is on the Board of several companies, both in India and overseas.

His interests in social work and the arts engage his free time. He is an active Rotarian and is a Trustee of India Foundation for the Arts, India’s leading grant making Art Philanthropy.

As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure

for for

for for

Appointment Mr. Vimal Bhandari(DIN: 00001318) as an Independent Director of the Company

Mr. Vimal Bhandari, aged 53 years, is a Commerce graduate from Mumbai University and a Chartered Accountant. Mr. Bhandari is a profi cient and a proven top management professional with over twenty five years of experience in a range of businesses in the fi nancial services industry. He is currently the CEO and Managing Director of IndoStar Capital Finance, a wholesale credit institution sponsored by private equity houses like Everstone, Goldman Sachs, Ashmore and others with an initial capitalization of ` 9,000 Millions. Prior tojoining IndoStar Capital, he was the Country Head of AEGON N.V., the large Dutch fi nancial services player, which has established a life insurance business in India. In his early career, Mr. Bhandari was with IL&FS, the Indian infrastructure fi nancing and fi nancial services institution, of which twelve years were spent as the Executive Director on the Board of Directors of the Company. He was directly responsible for the fi nancial services business of IL&FS. He is on the Board of various leading public limited companies as an Independent Director. Mr. Bhandari has also been a member of the Executive Committee and the Listing Committee of National Stock Exchange of India Ltd. He is also a member of the Executive Committee of FICCI.




Appointment of M/s. N. I. Mehta & Co., Cost Accountants, to conductthe audit of the cost records

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. N.I. Mehta & Co., Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for Insecticides for the fi nancial year ending March 31, 2015. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratifi ed by the members of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 10 of the Notice for ratifi cation of the remuneration amounting to ` 0.53 Millions payable to the Cost Auditors for the fi nancial year ending March 31, 2015.


for for

for for

Apollo Hospitals Limited

Adoption of financial statements.


The Company has incurred total expenses Rs 34,639.20 million as on 31st March 2014 as compared to Rs 29,453.83 million as on 31st March 2013

Net profit being Rs. 3,307.20 million as on 31st March 2014 as compared to Rs 3,091.08 million as on 31st March 2013 .No major disqualification has been made in the Auditor’s report.

Declaration of Dividend


To appoint a Director in place of Smt. Sangita Reddy (holding DIN 00006285), who retires by rotation and beingeligible, offers herself for re-appointment.

Smt. Sangita Reddy is an expert in Hospital Management,IT, Operations Research, Insurance and holds Bachelor of Science degree from WomensChristian College, Chennai, has done Graduate Courses in Operations Research-Rutgers University, New Jersey, and Diploma in Hospital Management conducted by Harvard University, USA & NSU, Singapore


for Against

for for

To re-appoint Auditors of the Company to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting and to fix their remuneration

The Company proposes to appoint M/s. S.Viswanathan, Chartered Accountants (Firm Registration No.004770S) as Statutory auditors for a period of one year. whereas the Companies act 2013 requires appointment of auditors for a period of five years.

We may vote against the same.

Appointment of Shri.N. Vaghul as an Independent Director

Shri. N. Vaghul is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in November 2000. Shri. N. Vaghul is the Member of the Nomination and Remuneration Committee and Chairman of the Investment Committee of the Board of Directors of the Company.

He is a B.Com (Hons.) from University of Madras




for Against

for for

Appointment of Shri.Deepak Vaidya as an Independent Director

Shri. Deepak Vaidya is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in July 2000. Shri. Deepak Vaidya is the Chairman of the Audit Committee and a Member of the Nomination and Remuneration Committee and Investment Committee of the Board of Directors of the Company.

He is a Fellow Member of Institute of Chartered Accountants (England & Wales) and Bachelor's degree in Commerce from Bombay University




Appointment of Shri. Rafeeque Ahamed as an Independent Director

Shri. Rafeeque Ahamed is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in December 1979. Shri. Rafeeque Ahamed is a member of the Nomination and RemunerationCommittee of the Board of Directors of the Company.

He is a Graduate from Madras UniversityAs per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for

for for

Appointment of Shri. Rajkumar Menon as an Independent Director

Shri. Rajkumar Menon is a Non-Executive Independent Director of the Company. He joined the Board of Directorsof the Company in December 1979. Shri. Rajkumar Menon is a member of the Audit Committee and the Chairmanof Stakeholders Relationship Committee of the Board of Directors of the Company.

he has Graduated from St. Nicholas College, Somerset, England




Appointment of Shri. Habibullah Badsha as an Independent Director

Shri. Habibullah Badsha is a Non-Executive Independent Director of the Company. He joined the Board ofDirectors of the Company in January 2009.

He has a Masters Degree in Islamic History and has Graduated in Law from Madras University




for for

for for

Appointment of Shri. G. Venkatraman as an Independent Director

Shri. G. Venkatraman is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in December 2005. Shri. G.Venkatraman is a member of the Audit Committee and the Nomination and Remuneration Committee of the Board of Directors of the Company.

he has Graduated from University of Bombay in Economics Post Graudate in Law from University of Bombay and has Completed Certificated Associateship of the Indian Institute of Bankers (CAIIB)




Appointment of Shri. Khairil Anuar Abdullah as an Independent Director

Shri. Khairil Anuar Abdullah is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in November 2005.

He has a Masters degree in Business Administration from Harvard BusinessSchool, USA




for for

for for

Appointment of Shri. Sanjay Nayar as an Independent Director

Shri. Sanjay Nayar was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 10th February 2014.

He is a B.Sc (Hons) from Delhi College of Engineering and an IIM-A PGDMFinance




Appointment of Shri. Vinayak Chatterjee as an Independent Director

Shri. Vinayak Chatterjee was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 2nd July 2014.

He has completed Economics (Hons.) from St. Stephen’s College, DelhiUniversity and MBA from Indian Institute of Management Ahmedabad




for forPayment of commission to Non Executive Directors within the overall ceiling limitof 1% of net profits of the Company for a period of five years with effect from 1stApril 2014.

The members of the Company at the 28th Annual General Meeting held on 26th August 2009 approved by way of a Special Resolution under Section 309 of the Companies Act, 1956, the payment of remuneration by way of commission to the Non-Executive and Independent Directors of the Company, of a sum not exceeding one percent per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act 1956, for a period of five years commencing from 1st April 2009.

In view of Sections 149, 197 and any other relevant provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement coming into effect from 1st October, 2014 and taking into account the roles and responsibilities of the directors, it is proposed that the Non Executive and Independent Directors other than the Managing Director and the Whole-time Directors be paid for each of the five financial years of the Company commencing from 1st April 2014, a remuneration not exceeding one percent per annum of the net profits of the Company computed in accordance with the provisions of the Companies Act, 2013. This remuneration will be distributed amongst all Non Executive and Independent Directors in accordance with the directions given by the Board of Directors and subject to any other applicable requirements under the Companies Act, 2013.

This remuneration shall be in addition to the fee payable to the Directors for attending the meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board, and reimbursement of expenses for participation in the Board and other meetings.

Accordingly, approval of the Shareholders is sought by way of a Special Resolution under the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement being effective from 1st October 2014, forpayment of remuneration by way of commission to the Directors of the Company other than the Managing Director and Whole-time Directors, for a period of five years commencing from 1st April 2014


for for Re-designation of Smt. Preetha Reddy as Executive Vice-Chairperson of theCompany.

The Company has gone in for a major re-organisation of its top leadership with the twin objectives of accelerating growth and furthering its strategic goals. This strategic re-alignment will enable the Company to focus on growth opportunities in hospitals, pharmacies and clinics while furthering its clinical leadership and service excellence.

The Company aims to deepen the focus in each of these verticals as well as drive synergies between them using technology and an ecosystem focused on wellness, innovation and productivity.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 2nd July 2014 approved the expanded roles and responsibilities of the following ExecutiveDirectors along with new designations.

Smt. Preetha Reddy was re-appointed as the Managing Director of the Company by the Members through an Ordinary Resolution at the 30th Annual General Meeting held on 22nd July 2011 for a period of 5 years from 3rd February 2011 to 2nd February 2016.

Smt.Preetha Reddy will work closely with the organization’s 8000 clinicians, industry bodies, State and Central Governments to advance policy matters on important healthcare issues and also in reviewing global medical advancements, in introducing contemporary protocols to further enhance clinical outcomes. Considering the immense potential in international business, Smt. Preetha Reddy will directly lead this portfolio and drive Apollo’s aspiration of becoming the global healthcare destination. She will also steer the Enterprise Risk Management portfolio for the Company.

Keeping in view the new roles and responsibilities, Smt.Preetha Reddy has been re-designated as Executive Vice-Chairperson of the Company with effect from 2nd July 2014 for the remaining period of her tenure upto 2nd February 2016.


for for Re-designation of Smt. Suneeta Reddy as Managing Director of the Company.

Smt. Suneeta Reddy, Joint Managing Director was re-appointed by the Members through an Ordinary Resolution at the 30th Annual General Meeting held on 22nd July 2011 for a period of 5 years from 3rd February 2011 to 2nd February 2016.Smt. Suneeta Reddy will lead initiatives related to corporate strategy, corporate finance, funding and investments and will leverage M & As to achieve accelerated pace of growth and optimize profitability. She will directly steer the hospital vertical and will also handle Brand and Marketing.

Keeping in view the above additional responsibilities, Smt. Suneeta Reddy has been re-designated as Managing Director of the Company of the Company with effect from 2nd July 2014 for the remaining period of her tenure upto 2nd February 2016.The terms and conditions of her appointment including remuneration as approved by the members at the 30th Annual General Meeting remains the same.


for for Re-designation and Re-appointment of Smt. Shobana Kamineni as Executive Vice-Chairperson of the Company.

Smt. Shobana Kamineni was appointed as Executive Director – Special Initiatives of the Company by the Members for a period of 5 years from 1st February 2010 to 31st January 2015.

She will continue to spearhead Apollo Pharmacy related initiatives and will also oversee the planning, design and execution of new projects and will lead the Apollo Global Projects Consultancy Division.

Keeping in view the additional responsibilities, Smt. Shobana Kamineni has been re-designated as Executive Vice-Chairperson of the Company with effect from 2nd July 2014 for the remaining period of her tenure upto 31st January 2015. The terms and conditions of her appointment including remuneration as approved earlier by the members at the 29th Annual General Meeting remain the same for the remaining part of her tenure .

Based on the achievement of the assigned Key Performance Indicators, the Committee has determined that Smt. Shobana Kamineni is entitled for a remuneration of ` 51.11 million for the year ended 31st March, 2014, (` 52.50 million for the year ended 31st March 2013) which is well below the maximum amount payable to each Whole Time Director, under Schedule V of the Companies Act, 2013.


for for

for for

Re-designation of Smt.Sangita Reddy as Joint Managing Director of the Company

Smt. Sangita Reddy was re-appointed as Executive Director – Operations of the Company by the Members through an Ordinary Resolution at the 30th Annual General Meeting held on 22nd July 2011 for a period of 5 years from 3rd February 2011 to 2nd February 2016.

Smt. Sangita Reddy will assume greater responsibilities which will include creating an IT enabled patient centric operation across Apollo Hospitals. She will continue to steer Apollo’s thrust on research, innovation and healthcare initiatives. In growing the group’s retail healthcare foray, Sangita will also spearhead Retail Health, including running Clinics, Cradles and other retail service formats. She will also lead the Human Resources and IT functions across all divisions of the Group.

Keeping in view the additional responsibilities, Smt. Sangita Reddy has been re-designated as Joint Managing Director of the Company with effect from 2nd July 2014 for the remaining period of her tenure upto 2nd February 2016.


Maintenance of Register of Members and other statutory registers at a place otherthan the registered office of the Company.

The Members at the Annual General Meeting held on 15th December 1986 approved the proposal to maintain the Register of Members, Register of Debentures, Index of Members/ Debenture Holders and copies of annual returns at the hospital complex situated at No.21, Greams Lane, Off. Greams Road, Chennai – 600 006, a place other than the registered office of the Company.In the interest of operational and administrative convenience, it is proposed to maintain the Register of Members, Register of Debenture Holders, Index of Members/ Debenture Holders and copies of annual returns and other statutory registers at the Company’s administrative office situated at Ali Towers, III Floor, No. 55 Greams Road, Chennai – 600 006, a place other than its registered office.Approval of the Shareholders is required under Section 94 of the Companies Act, 2013 for effecting the change in the place at which the Register and Index of Members etc are to be kept.


for for Revision in the borrowing limits of the Company upto a sum of ` 25, 000 million.

The members of the Company at the Extraordinary General Meeting held on 12th June 2006 approved by way of an Ordinary Resolution under Section 293(1)(d) of the erstwhile Companies Act, 1956 borrowings over and above the aggregate of the paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time do not exceed in the aggregate, a sum of ` 20,000 million (Rupees Twenty Thousand million only).The total borrowings from banks and other financial institutions including unsecured loans were ` 10,211 million as on 31st March 2014. Keeping in view the expansion plans and the consequent need for availing financial assistance for funding the same, it is proposed to increase the borrowing limits of the Company up to a maximum amount of ` 25,000 million (Rupees Twenty Five Thousand million only).

Section 180(1)(c) of the Companies Act, 2013 requires that the Board of Directors shall not borrow monies in excess of the company’s paid up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, except with the consent of the Company accorded by way of a special resolution.It is, therefore, necessary for the members to pass a Special Resolution under Section 180(1) (c) and other applicable provisions of the Companies Act, 2013, as set out at Item No. 20 of the Notice, to enable the Board of Directors to borrow monies in excess of the aggregate of the paid up share capital and free reserves of the Company. Approval of members is being sought to borrow monies upto a sum of ` 25,000 million (Rupees Twenty Five Thousand million only).


for for Mortgaging the assets of the Company in favour of Financial Institutions, Banksand other lenders for securing their loans upto a sum of ` 25,000 million

The Company had been accepting deposits in a limited way from its shareholders, and other sections of the public as permissible under the provisions of the Companies Act, 1956 read with the corresponding Companies(Acceptance of Deposits) Rules, 1975, earlier in force.

However, with the commencement of the Companies Act, 2013 (“the Act”), deposits are now governed by the provisions of Sections 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and approval of shareholders is therefore required for inviting/accepting/renewing deposits. Under Rule 3(4) of the Companies (Acceptance of Deposits) Rules, 2014, an eligible Company shall accept or renew deposits (a) from its members of a sum not exceeding 10% of the aggregate of the paid up share capital and free reserves of the Company (b) from the public, a sum not exceeding 25% of the aggregate of the paid up share capital andfree reserves of the Company.

The Company upon obtaining approval of the shareholders will proceed to comply with the requirements stipulated under Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014 before inviting/accepting/renewing deposits.Since the proposal is in the normal course of business, we may vote for the same.

for for Acceptance of Unsecured/Secured Deposits from the Public and Members

The Company had been accepting deposits in a limited way from its shareholders, and other sections of the public as permissible under the provisions of the Companies Act, 1956 read with the corresponding Companies(Acceptance of Deposits) Rules, 1975, earlier in force.

However, with the commencement of the Companies Act, 2013 (“the Act”), deposits are now governed by the provisions of Sections 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and approval of shareholders is therefore required for inviting/accepting/renewing deposits. Under Rule 3(4) of the Companies (Acceptance of Deposits) Rules, 2014, an eligible Company shall accept or renew deposits (a) from its members of a sum not exceeding 10% of the aggregate of the paid up share capital and free reserves of the Company (b) from the public, a sum not exceeding 25% of the aggregate of the paid up share capital andfree reserves of the Company.

The Company upon obtaining approval of the shareholders will proceed to comply with the requirements stipulated under Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014 before inviting/accepting/renewing deposits.


for for

for for

Offer or Invitation to subscribe to Non Convertible Debentures on a privateplacement basis

In order to augment long term resources for financing inter alia ongoing capital expenditure, expansion activities of the Company and for general corporate purposes, the Company proposes to offer or invite subscription for secured/unsecured redeemable non convertible debentures in one or more series/tranches on private placement basis, upto a sum not exceeding in the aggregate ` 5,000 million (Rupees Five Thousand Million Only).

Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 prescribed inter alia under Section 42 of the Act deals with private placement of securities by a Company. Sub-rule (2) of the said Rule 14 states that in case of an offer or invitation to subscribe for non convertible debentures on a private placement basis, the Company shall obtain the previous approval of its shareholders by means of a special resolution only once in a year for all the offers or invitations for such issuance of non convertible debentures during the year.

In pursuance of the circular No. 1/21/2013-CL-V dated 30th June 2014 issued by the Ministry of Corporate Affairs, it has been clarified that such Shareholders consent may be obtained within six months from the date of commencementof the rules i.e., on or before 30th September 2014, for approving the issuance of secured/unsecured non convertible debentures that may have already been made during the current financial year, prior to the date of the Annual GeneralMeeting .

The Company may offer or invite for subscription the issuance of Secured/Unsecured Redeemable Non Convertible Debentures in one or more tranches on a private placement basis during the intervening period (from 2nd July 2014 to 24th August 2014) i.e., on or before the date of the Annual General Meeting.


Remuneration of the Cost Auditor for the financial year ending 31st March 2015

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Raman & Associates, Cost Accountants, as the Cost Auditor to conduct the audit of the cost records of the Company for the financial yearending 31st March 2015 on a remuneration of ` 1.5 million plus service tax as applicable.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the company.


9/9/2014 ITC Limited Postal Ballot Management Proposal for for Appointment of Mr. Anil Baijal as Independent Director

Mr. Baijal (67), DIN: 01608892, IAS (Retd.), was appointed as Non-Executive (Independent) Director of the Company on 22nd January, 2010. He joined the Union Territories Cadre of the Indian Administrative Service in 1969 and retired in October 2006 as Secretary, Ministry of Urban Development, Government of India. In a career spanning over 37 years, he held various important assignments including that of the Union Home Secretary, Chairman & Managing Director -Indian Airlines, Chief Executive Of_cer - Prasar Bharti Corporation, Vice-Chairman - Delhi Development Authority, Development Commissioner, Goa, and Counsellor in-charge of the Indian Aid Programme in Nepal. He piloted theflagship programme - Jawaharlal Nehru Urban Renewal Mission - for improving infrastructure and basic services in the country. Mr. Baijal holds 1,60,000 shares in the Company; no other person holds any share in the Company for him on abeneficial basis.




for for Appointment of Mr. Arun Duggal as Independent Director

Mr. Duggal (67), DIN: 00024262, a Mechanical Engineer from IIT, Delhi, and an MBA from IIM, Ahmedabad, is an international banker with global experience in financial strategy,M&Aand capital raising. His professional career includes26 years with Bank of America (BoA), primarily in the USA, Hong Kong and Japan, with his last assignment as Chief Executive with BoA, India, from 1998 to 2001. He was the CFO of HCL Technologies Limited, India, from 2001 to 2003. He has also been the Chairman of the American Chamber of Commerce, India, and on the Board of Governors of the National Institute of Bank Management. Mr. Duggal is presently Chairman of FICCI's Centre for Corporate Governance, a visiting faculty at IIM, Ahmedabad, and a Senior Advisor, Asia Paci_c for Transparency International, Berlin. He is involved in several initiatives in social and educational sectors. Mr. Duggal does not hold any share in the Company nor does any other person hold any share in the Company for him on a beneficial basis.




for for Appointment of Mr. Serajul Haq Khan as an Independent Director

Mr. Khan (76), DIN: 00006170, a Masters in Commerce and a University gold medallist, was appointed as Non-Executive (Independent) Director of the Company on 30thOctober, 2006. Mr. Khan is a former Chairman and Managing Director of Industrial Development Bank of India (IDBI). His professional career, spanning over 35 years, includes initial 5 years as an Officer in the Reserve Bank of India in the Department of Banking Operations and Development. He thereafter joined IDBI soon after its formation and served IDBI in various capacities for over three decades and retired after a five-year tenure as its Chairman and Managing Director in 1998. He was instrumental in setting up IDBI Bank. He was also associated with setting up of three important capital market entities viz. NSE, NSDL and CARE and guided their initial operations as Chairman of the Board of Directors. He has served as a member of a number of committees set up by Government / RBI on matters connected with Indian industry and _nance. He also served on the Boards of several important institutions including LIC, UTI, GIC, Exim Bank, Air India and Indian Airlines. Mr. Khan holds 4,24,000 shares in the Company; no other person holds any share in the Company for him on a beneficial basis.




for for Appointment of Mr. Sunil Behari Mathur as an Independent Director

Mr. Mathur (69), DIN: 00013239, a Chartered Accountant, has been on the Board since 29th July, 2005, _rst as a representative of Life Insurance Corporation of India (LIC) and then in his individual capacity as Non-Executive(Independent) Director from 27th July, 2007. Mr. Mathur retired from LIC in October 2004 as its Chairman and was appointed as the Administrator of the Speci_ed Undertaking of the Unit Trust of India in December 2004, up to December 2007. He joined LIC in 1967 as a Direct Recruit Of_cer and rose to the rank of Chairman. He held various positions in LIC including Senior Divisional Manager of Gwalior Division, Chief of Corporate Planning, General Manager ofLIC (International) E.C., Zonal Manager in-charge of Western Zone and Executive Director. Mr. Mathur singly / jointly holds 3,51,000 shares in the Company; no other person holds any share in the Company for him on a bene_cial basis.




for for Appointment of Mr. Pillappakkam Bahukutumbi Ramanujam as an Independent Director

Mr. Ramanujam(70), DIN: 00046101, a CharteredAccountant, has been on the Board since 30th October, 1998, _rst as a representative of General Insurance Corporation of India (GIC) and its erstwhile subsidiaries and then in his individualcapacity as Non-Executive (Independent) Director from 27th July, 2007. Mr. Ramanujam has held several responsibilities in GIC covering _nance, accounts, investments, reinsurance, information technology etc. He was the General Manager and Director of National Insurance Company Limited, and theManaging Director of GIC till 31st July, 2004. He was also the Chairman of the Committee appointed by the interim Insurance Regulatory Authority for prescribing norms, rules and regulations in the area of _nance. Currently, he is a member of Insurance Regulatory and Development Authority’s Committee for recommending regulatory changes with regard to capital structure, M&A, IPOs etc. of insurance companies.

Mr. Ramanujam holds 2,87,856 shares in the Company; no other person holds any share in the Company for him on a beneficial basis.




for for Appointment of Mr. Sahibzada Syed Habib-ur-Rehman as an Independent Director

Mr. Rehman (70), DIN: 00050862, a graduate from the Indian Military Academy, Dehradun, was appointed as Non-Executive (Independent) Director of the Company on 27thJuly, 2012. His career began with a tenure in the IndianArmy, after which he moved to the hospitality industry in 1975 and joined ITC in 1979, beginning a three decade association with the Company. Mr. Rehman was appointed Managing Director of erstwhile ITC Hotels Limited in 1994.

Subsequently, he joined the Board of ITC as an Executive Director in 1997, and over the next 12 years was responsible for several businesses - Hotels, Travel & Tourism and Foods. During this period, he ably led ITC's Hotels business inconsolidating its position as one of India’s leading hospitality chains; he retired from the Company in March 2009. He was the founder President of the Hotel Association of India, and a founder member of the World Travel & Tourism Council, Experience India / Incredible India and has headed several industry associations including tourism committees of FICCI, ASSOCHAM and CII. He has been a recipient of several awards and honours, recognising his vast contribution to Indian hospitality industry.Mr. Rehman singly / jointly holds 3,27,751 shares in the Company; no other person holds any share inthe Company for him on a bene_cial basis




for for


Appointment of Ms. Meera Shankar as an Independent Director

Ms. Shankar (63), DIN: 06374957, IFS (Retd.), a Post Graduate in English Literature, was appointed Non-Executive (Independent)Director of theCompany effective 6th September, 2012. She joined the Indian Foreign Service in 1973 andhad an illustrious career spanning 38 years. She served in the Prime Minister's Of_ce from 1985 to 1991 working on foreign policy and security matters. Thereafter, she led the Commercial Wing in the Indian Embassy in Washington as Minister (Commerce) till 1995. Ms. Shankar returned as Director General of the Indian Council of Cultural Relations overseeing India's cultural diplomacy. Later, as Joint Secretary, she headed divisions dealing with neighbours, Nepal and Bhutan, and the South Asian Association of Regional Cooperation (SAARC). As Additional Secretary, Ms. Shankar handled the UN and international security issues. She served asAmbassador of India to Germany from 2005 to 2009 andthen to the United States from 2009 to 2011. Ms. Shankar does not hold any share in the Company nor does any other person hold any share in the Company for her on a bene_cial basis.




Ultratech Cement Limited

Adoption of new Articles of Associationof the Company:

The Company had previously adopted Table A of Schedule I of Companies Act, 1956 as its Articles of Association (“AoA”), except for certain regulations which are expressly excluded, modified and varied. Further, several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956.

With the enactment of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration and/or deletion. Given this position, it is considered expedient to replace the existing AoA with a new AoA.

The new AoA to be substituted in place of the existing AoA is based on Table F of Schedule I of the Companies Act, 2013 which sets out the model AoA for a Company limited by shares.


for for

for for

Borrowing money(ies) for the purpose ofbusiness of the Company:

The Members of the Company at the Annual General Meeting held on 28th August, 2006 had authorised the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) of the Company under Section 293(1)(d) and Section 293(1)(a) of the Companies Act, 1956 by way of an ordinary resolution to borrow money(ies) on behalf of the Company (apart from temporaryloans obtained or to be obtained from the Company’s bankers in the ordinary course ofbusiness) and for creation of charge on moveable and immovable properties of the Company as security in favour of lending agencies for a sum not exceeding ` 2,000 crores (rupees two thousand crores only), over and above the aggregate of the paid-up share capital and free reserves of the Company.In terms of the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 (“the Act”), which were made effective from 12th September, 2013, the above power can be exercised by the Board only with the consent of the Members obtained by way of a special resolution. Further, in terms of the circular no. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs (“MCA”), the ordinary resolution passed under erstwhile Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act i.e. upto 11th September, 2014.


Creation of security on the properties ofthe Company, both present and future, infavour of lenders:

The Members of the Company at the Annual General Meeting held on 28th August, 2006 had authorised the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) of the Company under Section 293(1)(d) and Section 293(1)(a) of the Companies Act, 1956 by way of an ordinary resolution to borrow money(ies) on behalf of the Company (apart from temporaryloans obtained or to be obtained from the Company’s bankers in the ordinary course ofbusiness) and for creation of charge on moveable and immovable properties of the Company as security in favour of lending agencies for a sum not exceeding ` 2,000 crores (rupees two thousand crores only), over and above the aggregate of the paid-up share capital and free reserves of the Company.In terms of the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 (“the Act”), which were made effective from 12th September, 2013, the above power can be exercised by the Board only with the consent of the Members obtained by way of a special resolution. Further, in terms of the circular no. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs (“MCA”), the ordinary resolution passed under erstwhile Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act i.e. upto 11th September, 2014.


for for Issuance of Non-Convertible Debentureson Private Placement basis:

Section 42 of the Companies Act, 2013 read with the Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 requires any offer or invitation for subscription of redeemable Non Convertible Debentures (NCDs) and its issuance on private placement basis to be approved by the Members by way of a special resolution. The Rules provides that the said special resolution must be passed in respect of alloffers / invitation for the NCDs to be issued during a year.

In order to augment resources for, inter alia, the ongoing capital expenditure and / or refinancing / repayment / prepayment of existing loans and / or for general corporate purposes, the Company may offer or invite subscription for secured / unsecured redeemable NCDs, in one or more series / tranches on private placement basis,issuable / redeemable at discount / par / premium.Since the proposal is in compliance with provisions of Companies act 2013 we may vote for the same

for for

25/08/2014 DLF Limited AGM Management Proposal for for

Payment of commission to Non-ExecutiveDirectors of the Company:

The Members of the Company at the Annual General Meeting held on 29th July, 2010 had authorised payment of commission to Non-Executive Directors of the Company at a rate not exceeding 1% (one percent) of the net profits of the Company for a period of 5 years up to the financial year ended 31st March, 2014.

Considering the contribution made and the time devoted by the Non-Executive Directors in the affairs of the Company and keeping in mind their valuable experience and guidance, it is recommended that commission be continued to be paid to the Non- Executive Directors of the Company for the financial year ending 31st March,2015 and thereafter for all subsequent financial years.

The Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board) will determine each year, the specific amount to be paid as commission to the Non-Executive Directors which shall not exceed 1% of the net profits of the Company for that year, as computed in the mannerreferred to in Section 198 of the Act.

The payment of commission to the Non-Executive Directors shall be in To receive, consider and adopt the AuditedFinancial Statements for the fi nancial year ended31st March, 2014 together with the Reports ofDirectors and Auditors thereon.

The Company has earned total revenue Rs 978,959.22 Lac as on 31st March 2014 as compared to Rs 909,574.32 Lac as on 31st March 2013

The Company has incurred total expenses Rs 893,898.59 Lac as on 31st March 2014 as compared to Rs 825,691.62 Lac as on 31st March 2013

Net profit being Rs. 64,620.57 Lacas on 31st March 2014 as compared to Rs 71,191.91 Lac as on 31st March 2013 .


for for

for for

for for

To declare dividend.


To appoint a Director in place of Mr. G.S. Talwar(DIN 00559460), who retires by rotation andbeing eligible, offers himself for re-appointment.

Mr. G.S. Talwar (DIN 00559460) is the founding Chairman and Managing Partner of Sabre Capital Worldwide, a private equity and investment company focussed on financial services. He started his career with Citibank in India. He was subsequently responsible for building and leading Citibank’s retail businesses across all the countries in Asia-Pacific and the Middle East and subsequently for managing Citibank’s businesses in Europe and North America. He was appointed Executive Vice President of Citibank and Citigroup.

He left Citigroup to join Standard Chartered Plc, where he was appointed Global Chief Executive. He is the first Asian to have been appointed Global Chief Executive of a FTSE 15 company and of a major international bank.Mr. Talwar was previously Chairman of Centurion Bank of Punjab Limited in India. He has served on the global boards of Pearson Plc, Schlumberger Limited and Fortis SV and NA.

He is founding Governor of the Indian School of Business (ISB), Hyderabad, a former Governor of the London Business School and is Patron of the National Society for Prevention of Cruelty to Children.

He is Director on the Board of Asahi India Glass Limited, Great Eastern Energy Corporation Limited and several other companies. He is member of Corporate Governance Committee of the Company


To appoint a Director in place of Ms. Pia Singh(DIN 00067233), who retires by rotation and beingeligible, offers herself for re-appointment.

Ms. Pia Singh (DIN 00067233) is a graduate from the Wharton School of Business, University of Pennsylvania, U.S.A. with a degree in Finance. Having over 19 years of experience, Ms. Singh is a Director on the Board for the last 11 years. Prior to that she has served in the risk-undertaking department of GE Capital, investment division of General Electric. She is Director on the Board of DLF Brands Limited and several other Companies. She is member of Corporate Social Responsibility and Finance Committee(s) of the Company.


for Against

for for

To appoint Walker Chandiok & Co LLP, CharteredAccountants (Registration No. 001076N) asstatutory auditors of the Company from theconclusion of this meeting until the conclusion ofnext AGM and to fi x their remuneration.

It is proposed to appoint Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N) as statutory auditors of the Company from the conclusion of this meeting until the conclusion of next AGM and to fi x their remuneration.

As per Companies act 2013, an auditor should be appointed for a period of five years,. Since the company is poroposing appointment for one year and has not given any reason for the same. We may vote against the same.

To appoint Mr. Mohit Gujral (DIN00051538) as a Director of the Company, liable to retire byRotation

Pursuant to the provisions of Section 161 of the Companies Act, 2013 (‘the Act’) and Article 101(2) of the Articles of Association of the Company, Mr. Mohit Gujral and Mr. Rajeev Talwar were appointed as Additional Directors of the Company w.e.f. 14th February, 2014 and accordingly they shall hold offi ce upto the date of ensuing Annual General Meeting.

Mr. Gujral, in addition to being one of India’s fi nest architects, is also a dynamic business leader. His career spans over 25 years as an entrepreneur and a business leader with diverse experience in successfully incubating and growing businesses and designingbuildings in residential, commercial and retail segments. Mr. Gujral is a Whole-time Director of the Company and also the Chairman of DLF Universal Limited, a subsidiary company.Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

for for To appoint Mr. Rajeev Talwar(DIN 01440785) as a Director of the Company, liable to retire byRotation

Pursuant to the provisions of Section 161 of the Companies Act, 2013 (‘the Act’) and Article 101(2) of the Articles of Association of the Company, Mr. Mohit Gujral and Mr. Rajeev Talwar were appointed as Additional Directors of the Company w.e.f. 14th February, 2014 and accordingly they shall hold offi ce upto the date of ensuing Annual General Meeting.

Mr. Rajeev Talwar an alumni of St. Stephen’s College, University of Delhi has rich and wide experience as a bureaucrat and also in the private Sector. He started his career as a Probationary Offi cer in State Bank of India and was selected for Indian Administrative Service (IAS) in the year 1978. During his tenure as an IAS Offi cer from 1978 to 2006, he has held many important positions in the Central and State Governments also in the UnionTerritories.

As a Government offi cer, he has many achievements to his credit namely, formulation and implementation of Tourism Policy in India, its promotion and marketing in medical, education and cultural fi elds; providing ‘Brand Equity’ to tourism in Delhi; Transport policyplanning, pioneer for shifting of all commercial vehicles to CNG in Delhi and instrumental for unprecedented increase in Indian Port capacities through private sector investments and plough back of profi ts. Mr. Talwar is a Whole-time Director of the Company and also the Managing Director of DLF Universal Limited, a subsidiary company.


for for To appoint Mr. Pramod Bhasin (DIN 01197009) as a Independent Director of the Company

Mr. Pramod Bhasin (DIN 01197009) a Chartered Accountant from England & Wales, founded Genpact (formerly GE Capital International Services) in 1997. He was the President and CEO till June 2011. He is considered the founder and pioneer of the business process management industry in India. Under his leadership, Genpact pioneered the Business Process Management Industry in India. He serves on the Board of New Delhi Television Limited, Bank of India and SRF Limited and on the governing boards of several educational institutions including IIM Lucknow, Lady Shri Ram College and Shri Ram School. He has also served as the Chairman of India’s National Association of Software & Services Companies (NASSCOM) and is the current Chairman of the CII Services Council. Mr. Bhasin is member of Audit, Risk Management & IT Committee of Bank of India and member of Audit Committee of New Delhi Television Limited. He is member of Audit, Nomination and Remuneration and Corporate Social Responsibility Committee(s) of the Company.




for for To appoint Mr. Rajiv KrishanLuthra (DIN 00022285) as a Independent Director of the Company

Mr. Rajiv Krishan Luthra (DIN 00022285) is the Founder & Managing Partner of Luthra & Luthra Law Of¿ ces – one of the largest law firms in India. He has over 30 years of experience in advising clients on a vast range of commercial transactions including infrastructure projects in India, Sri Lanka, Bangladesh, People’s Republic of China, Nepal and Nigeria. He has successfully handled various disinvestment, privatization and restructuring assignments and has worked on some of the largest mergers in Indian corporate history. He has to his credit, a number of publications in various national and international professional journals and magazines.

Mr. Luthra serves on numerous committees and advisory bodies. He is on the Board of Governors of the Indian Institute of Corporate Affairs of the Ministry of Corporate Affairs, Govt. of India. The Government has appointed Mr. Luthra to the Advisory Board to the Competition Commission of India and to the ‘Competition Advocacy Steering Committee’. He also serves on the Boards of C J International Hotels Limited and several other companies. He is member of Audit Committee of C J International Hotels Limited. He is member of Stakeholders Relationship and Corporate Governance Committee(s) of the Company. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for To appoint Mr. VedKumar Jain (DIN 00485623) as a Independent Director of the Company

Mr. Ved Kumar Jain (DIN 00485623) is a Fellow Member of the Institute of Chartered Accountants of India (‘ICAI’) and holds three Bachelor’s degrees – in law, science & economics. Mr. Jain has been President of the ICAI. He was also on the Board of International Federation of Accountants (IFAC) during 2008-11, a global organization for the accountancy profession comprising 167 members and associates in 127 countries. He was also on the Board of Governors of the Indian Institute of Corporate Affairs of the Ministry of Corporate Affairs, Government of India. He has also held the position of ‘Member of Income Tax Appellate Tribunal’, in the rank of Additional Secretary, Government of India.

Post Satyam episode, Government of India appointed him on the Board of two of the ‘Satyam’ related companies which he has successfully revived and put both these companies back on track. He has more than three decades of experience on advising corporates on finance and taxation matters. Mr. Jain specializes in Direct Taxes and has handled complicated tax matters, appeals and tax planning of big corporates. A prolific writer, Mr. Jain has authored many books on direct taxes and is a regular contributor to articles on tax matters in various professional journals and newspapers.Mr. Jain is on the Boards of IL&FS Financial Services Limited and several other companies.

He is Chairman of Audit Committee of PTC India Financial Services Limited and IL&FS Engineering and Construction Company Limited. He is member of Audit and Shareholders’ Grievance Committee of PTC India Limited, member of Nomination and Remuneration Committee of PTC India Financial Services Limited and member of Shareholders’ Grievance Committee of IL&FS Engineering and Construction Company Limited.He is member of Nomination and Remuneration and Stakeholders Relationship Committee(s) of the Company.



for for To appoint Mr. K.N. Memani (DIN 00020696) as a Independent Director of the Company

Mr. K.N. Memani (DIN 00020696) a Fellow Member of the Institute of Chartered Accountants of India is a former Chairman and Country Managing Partner of Ernst & Young, India. He was also Member of the Ernst & Young Global Council.He specializes in business and corporate advisory, foreign taxation, financial consultancy etc. and is a consultant on corporate matters of several domestic & foreign companies.Mr. Memani headed Quality Review Board – an oversight board to review the quality of auditors set up by the Government of India. He was associated with National Advisory Committee on Accounting Standards (NACAS) and an Expert Committee for amendments to the Companies Act, 1956 constituted by the Government of India. He was also member of the External Audit Committee of International Monetary Fund (IMF) for 2 years.Currently, he is on the managing committee/ governing boards of various industry chambers, educational institutions and social organizations. Mr. Memani is on the Board of several companies including Aegon Religare Life Insurance Company Limited, Chambal Fertilisers and Chemicals Limited, Emami Limited, Great Eastern Energy Corporation Limited, HT Media Limited, ICICI Venture Funds Management Company Limited, JK Lakshmi Cement Limited, National Engineering Industries Limited and S Mobility Limited. He is Chairman of the Audit Committee and member of Corporate Governance Committee of the Company.




for for To appoint Dr. D.V. Kapur (DIN 00001982), as a Independent Director of the Company

Dr. Dharam Vir Kapur (DIN 00001982) is an honours graduate in Electrical Engineering with wide experience in Power, Capital Goods, Chemicals and Petrochemicals Industries.

He had an illustrious career in the government sector with a successful track record of building vibrant organisations and successful project implementation. He served Bharat Heavy Electricals Limited (BHEL) in various positions with distinction. Most remarkable achievement of his career was establishment of fast growing systems Dr. Dharam Vir Kapur (DIN 00001982) is an honours graduate in Electrical Engineering with wide experience in Power, Capital Goods, Chemicals and Petrochemicals Industries.

He is Chairman of Corporate Governance and Stakeholders Relationship and member of Audit Committee(s) of the Company.




for for To appoint Mr. B. Bhushan (DIN 00004942), as a Independent Director of the Company

Mr. B. Bhushan (DIN 00004942) a Fellow Member of the Institute of Chartered Accountants of India and an Associate Member of the Institute of Cost Accountants of India, has over four decades of experience in finance, capital markets, taxation, corporate affairs and general management.

Mr. Bhushan is the Chairman of Integrated Capital Services Limited and is on the Board of several other companies. He is Chairman of Investment Committee and member of Remuneration & Shareholders’ Grievance Committee of Integrated Capital Services Limited.

Mr. Bhushan is member of Audit, Nomination and Remuneration and Finance Committee(s) of the Company.




for for

28/08/2014 HPCL AGM Management Proposal for for

for for


The Ministry of Corporate Affairs (‘MCA’) vide its notifi cations dated 12th September, 2013 and 26th March, 2014 has notifi ed many substantive provisions of the Companies Act, 2013 (‘the Act’), which governs general working of companies. However, provisions relating to National Company Law Tribunal, compromise, arrangement and amalgamations, winding-up and some other provisions have yet to be notifi ed by the MCA. With the notifi cations of various Sections of the Act, existing Articles of Association of the Company require alterations and empowerment to the Company to carry out certain transactions in accordance with the provisions of the Act. It is proposed to amend the existing article by including an Article No. 2A to authorize and empower the Company to carry out certain transactions, as permittedunder the Act without there being any separate/specific article in existing Articles of Association.


To receive, consider and adopt the Audited Financial Statement of the Corporation for the Financial Year endedMarch 31, 2014 and Reports of the Board of Directors and Auditors thereon.



Net profit being Rs. 881.74 crore on 31st March 2014 as compared to Rs 569.85 crore as on 31st March 2013 .


To declare Equity Dividend for the Financial Year 2013-14.


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To appoint a Director in place of Dr. Subhash Chandra Khuntia (DIN:05344972), who retires by rotation and is eligible forreappointment.

Dr. Subhash Chandra Khuntia was appointed as Director w.e.f. 03.08.2012. he is a IAS Post Graduate in Physics, Computer Science, Economics & Sociology and Ph.D. in Economics


To appoint a Director in place of Shri Pushp Kumar Joshi (DIN:05323634) who retires by rotation and is eligible forreappointment.

Shri Pushp Kumar Joshi is a director In the Company since 01.08.2012. he is a B.A.LLB,PG (PM&IR) XLRI Jamshedpur


To fix payment of remuneration to M/s. R. Nanabhoy & Company & Mr.Rohit J. Vora who has appointed as Cost auditors of the Company

The Board, on the recommendations of the Audit Committee, has approved the appointments and remuneration of the CostAuditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015

It is proposed to pay them Rs. 295000/- in aggregate.



for for

Maruti Suzuki Limited

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



Net profit being Rs. 27,830 million as on 31st March 2014 as compared to Rs 23,921 million as on 31st March 2013 .


To declare dividend on equity shares


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To appoint a Director in place of Mr. R C Bhargava, who retires by rotation andbeing eligible, offers himself for re-appointment.

Mr. R. C. Bhargava, 79, topper of Indian Administrative Service examination of 1956, is Master of Sciences in Mathematics from Allahabad University besides Master of Arts in Developmental Economics from Williams College, Williams town, MA, USA. He has held positions of Joint Secretary of Government of India, Ministry of Energy as well as the Cabinet Secretariat. Before joining Maruti Suzuki India Limited (MSIL) in 1981 as Director (Marketing), he was Director (Commercial), Bharat Heavy Electricals Limited. He was appointed Managing Director of MSIL in 1985 and then as Chairman and Managing Director in 1990. In 1992, when Suzuki Motor Corporation acquired 50% equity stake in MSIL, he continued as the Managing Director until his retirement in August, 1997. During his long tenure in MSIL, Mr. Bhargava served with distinction and contributed significantly to the resounding growth and success of MSIL. Mr. Bhargava is currently the President and CEO of RCB Consulting Pvt. Ltd., a management and human resource consultancy outfit with various domestic and international clients. He is a member of the board of IL&FS Ltd., Polaris Financial Technology Ltd., Taj Asia Ltd., Grasim Industries Ltd., Thomson Press Ltd., Ultra Tech Cement Company Ltd., Dabur India Ltd. and Idea Cellular Ltd.He is the Chairman of the Audit Committee of IL&FS Ltd., Thomson Press Ltd. and Ultra Tech Cement Company Ltd. He is the member of the Audit Committees of Polaris Financial Technology Ltd., Grasim Industries Ltd. and Dabur India Ltd. and member of the Shareholders’ Grievance Committee of Ultra Tech Cement Company Ltd. Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

To appoint a Director in place of Mr. Kazuhiko Ayabe (DIN: 02917011), who retires by rotation and beingeligible, offers herself for re-appointment.

Mr. Kazuhiko Ayabe, 56, did his graduation from Department of Mechanical Engineering, College of Sophia University. His area of specialization is ‘Purchasing and Vehicle Body Design’. He joined Suzuki Motor Corporation, Japan in April, 1980 and was assigned automobile body design department. In 2003, he was transferred to ‘Vehicle Line I’followed by ‘Purchase Department 2’ in the year 2006. He joined Maruti Suzuki India Limited (MSIL) in 2009 as Executive Officer (Supply Chain).Mr. Kazuhiko Ayabe is a member on the Board of Sona Koyo Steering Systems Ltd. and Mark Exhaust Systems Ltd. He is not related to any of the Directors of the Company. He does not hold any shares of the Company. Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

for Against

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for for

To appoint M/s Price Waterhouse (Registration No. FRN301112E), Chartered Accountants, as Statutory auditors

It is proposed to appoint M/s Price Waterhouse (Registration No. FRN301112E),as statutory auditors of the Company from the conclusion of this meeting until the conclusion of next AGM and to fi x their remuneration.

As per Companies act 2013, an auditor should be appointed for a period of five years,. Since the company is poroposing appointment for one year and has not given any reason for the same. We may vote against the same.

Appointment of Mr. Toshiaki Hasuike as Director

Mr. Toshiaki Hasuike was appointed as Director and Whole time Director designated as Joint Managing Director with effect from 27 April 2013 for a period of three years. He was appointed in the casual vacancy caused due to the resignation of Mr. Tsuneo Ohashi, Director. In terms of Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a member alongwith a deposit of the requisite amount proposing the candidature of Mr. Toshiaki Hasuike for the office of Director of the Company. The approval of members is sought for the appointment of Mr. Toshiaki Hasuike as a Director. Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

Appointment of Mr. Masayuki Kamiya as Whole-time Director designated as Director (Production)

Mr. Masayuki Kamiya was appointed as Director and Whole time Director designated as Director (Production) to fill the casual vacancy th caused due to the resignation of Mr. Keiichi Asai with effect from 28 October 2013 for a period of three years. Following withdrawal of nomination by Suzuki Motor Corporation, Mr. Masayuki Kamiya resigned as a Director and Whole time Director designated as Director th (Production) with effect from the close of business hours of 30 July 2014. The approval of members is sought for the appointment and th th payment of remuneration of Mr. Masayuki Kamiya from 28 October 2013 till close of business hours of 30 July 2014..


for for

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for for

Appointment of Mr. Shigetoshi Torii as Whole-time Director designated as Director (Production

Mr. Shigetoshi Torii was appointed as a Director and Whole-time Director designated as Director (Production) with effect from 31 July 2014 to fill the casual vacancy caused due to the resignation of Mr. Masayuki Kamiya. The approval of members is sought for the appointment and remuneration of Mr. Shigetoshi Torii.


Increase in remuneration of Mr. Toshiaki Hasuike, Joint Managing Director

Mr. Toshiaki Hasuike was appointed as Director and Whole time Director designated as Joint Managing Director with effect from 27 April 2013 for a period of three years. His appointment and payment of remuneration was approved by the members in the 32 Annual th General Meeting of the Company held on 27 August 2013. The Board has subsequently increased his basic salary from Rs. 90 Lac to Rs. 104.40 Lac per annum subject to the approval of the members. The approval of members is sought for increase in remuneration of Mr. Toshiaki Hasuike Since the proposal is in compliance with provisions of Companies act 2013 we may vote for the same

Authority to the Board of Directors to increase the remuneration of Mr. Kenichi Ayukawa, Managing Director and Chief Executive Officer from time to time

Mr. Kenichi Ayukawa was appointed as Managing Director and Chief Executive Officer with effect from 1 April 2013 for a period of three nd years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company th th held on 27 August 2013. Mr. Toshiaki Hasuike was appointed as Joint Managing Director with effect from 27 April 2013 for a period of nd three years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company held on 27 August 2013. Mr. Kazuhiko Ayabe was appointed as Director and Managing Executive Officer with effect from 28 st April 2012 for a period of three years. His appointment and payment of remuneration was approved by the members in the 31 Annual th General Meeting of the Company held on 28 August 2012. It is proposed to authorize the Board of Directors to increase the remuneration of Mr. Kenichi Ayukawa, Mr. Toshiaki Hasuike and Mr. Kazuhiko Ayabe from time to time as per the slabs given in the resolutions. The quantum of increase individually to each director would be determined and recommended by the Nomination and Remuneration Committee and approved by the board


for for

for for

. Authority to the Board of Directors to increase the remuneration of Mr. Toshiaki Hasuike, Joint Managing Director from time to time

Mr. Kenichi Ayukawa was appointed as Managing Director and Chief Executive Officer with effect from 1 April 2013 for a period of three nd years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company held on 27 August 2013. Mr. Toshiaki Hasuike was appointed as Joint Managing Director with effect from 27 April 2013 for a period of three years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company held on 27 August 2013. Mr. Kazuhiko Ayabe was appointed as Director and Managing Executive Officer with effect from 28 April 2012 for a period of three years. His appointment and payment of remuneration was approved by the members in the 31 Annual General Meeting of the Company held on 28 August 2012. It is proposed to authorize the Board of Directors to increase the remuneration of Mr. Kenichi Ayukawa, Mr. Toshiaki Hasuike and Mr. Kazuhiko Ayabe from time to time as per the slabs given in the resolutions. The quantum of increase individually to each director would be determined and recommended by the Nomination and Remuneration Committee and approved by the board


Authority to the Board of Directors to increase the remuneration of Mr. Kazuhiko Ayabe, Director and Managing Executive Officer (Supply Chain) from time to time

Mr. Kenichi Ayukawa was appointed as Managing Director and Chief Executive Officer with effect from 1 April 2013 for a period of three years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company held on 27 August 2013. Mr. Toshiaki Hasuike was appointed as Joint Managing Director with effect from 27 April 2013 for a period of three years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company held on 27 August 2013. Mr. Kazuhiko Ayabe was appointed as Director and Managing Executive Officer with effect from 28 April 2012 for a period of three years. His appointment and payment of remuneration was approved by the members in the 31 Annual General Meeting of the Company held on 28 August 2012. It is proposed to authorize the Board of Directors to increase the remuneration of Mr. Kenichi Ayukawa, Mr. Toshiaki Hasuike and Mr. Kazuhiko Ayabe from time to time as per the slabs given in the resolutions. The quantum of increase individually to each director would be determined and recommended by the Nomination and Remuneration Committee and approved by the board


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Payment of commission to non-executive directors

The company had earlier obtained approval of the shareholders for the payment of commission to the non-executive / independent directors not exceeding 1% per annum of the net profits of the company subject to a ceiling of Rs. 150 lacs per annum. With a view to fairly compensate these non-executive/independent directors, it is proposed to enhance the said limit to Rs. 300 Lacs per annum.

the Company should restrict to 1% of the net profits. is in compliance with provisions of Companies act 2013 we may vote for the same

Appointment of Mr. Amal Ganguli as an Independent Director

Section 149 of the Companies Act, 2013 (‘Act’), inter-alia, provides that every listed company shall have atleast one third of the total number of directors as Independent Directors (IDs). Any fraction contained in such one third shall be rounded off as one. Every company, st existing on or before the commencement of the Act (1 April 2014), shall within one year appoint IDs. An ID shall hold office for a term upto 5 consecutive years on the board of a company but shall be eligible for re-appointment for a further term of upto 5 years on passing of a special resolution by the company and disclosure of such appointment in the board’s report. No ID shall hold office for more than two consecutive terms (i.e. maximum of 10 years) but such ID shall be eligible for appointment after the expiration of three years of ceasing to st become an ID. While the Act clearly provides that any term of an ID on the date of commencement of the Act (1 April 2014) shall not be counted for his appointment/holding office of director under the Act, the revised clause 49 of the listing agreement states that a person st who has already served as an ID for 5 years or more in a company as on 1 October 2014 shall be eligible for appointment on completion of his present term for one more term of upto 5 years only. Explanation to Section 152(6) signifies that IDs are not liable to retire by rotation and can be appointed only for a fixed term upto five consecutive years

Mr. Amal Ganguli, 74, is a member of the Institute of Chartered Accountants in England and Wales and The Institute of Chartered Accountants of India (ICAI) and member of the British Institute of Management and member of the New Delhi chapter of the Institute of Internal Auditors, Florida, U.S.A. In 1962, he became the senior manager, Price Waterhouse and in 1969 he became a partner, Price Waterhouse and in 1996 went on to become Chairman and Senior Partner, when he retired in 2003.

During his career spanning over 42 years, Mr. Ganguli’s range of work included International Tax advice and planning, cross border investments, Corporate mergers and re-organisation, financial evaluation of projects, management, operational and statutory audit and consulting projects funded by International funding agencies. In the course of his professional career, he has dealt with a variety of clients including US AID, World Bank, ADB, NTPC, Alcatel, GE, Hindustan Lever, STC, Hewlett Packard and IBM.

for for Appointment of Mr. D.S. Brar as an Independent Director

Section 149 of the Companies Act, 2013 (‘Act’), inter-alia, provides that every listed company shall have atleast one third of the total number of directors as Independent Directors (IDs). Any fraction contained in such one third shall be rounded off as one. Every company, existing on or before the commencement of the Act (1 April 2014), shall within one year appoint IDs. An ID shall hold office for a term upto 5 consecutive years on the board of a company but shall be eligible for re-appointment for a further term of upto 5 years on passing of a special resolution by the company and disclosure of such appointment in the board’s report. No ID shall hold office for more than two consecutive terms (i.e. maximum of 10 years) but such ID shall be eligible for appointment after the expiration of three years of ceasing to become an ID. While the Act clearly provides that any term of an ID on the date of commencement of the Act (1 April 2014) shall not be counted for his appointment/holding office of director under the Act, the revised clause 49 of the listing agreement states that a person st who has already served as an ID for 5 years or more in a company as on 1 October 2014 shall be eligible for appointment on completion of his present term for one more term of upto 5 years only. Explanation to Section 152(6) signifies that IDs are not liable to retire by rotation and can be appointed only for a fixed term upto five consecutive years

Mr. D.S. Brar, 61, graduated with a Bachelor of Engineering (Electrical) degree from Thapar Institute of Engineering & Technology, Patiala. He completed his Masters Degree in Business Administration with top rank (Gold Medal) from the Faculty of Management Studies, University of Delhi. After having started his career in 1974 with The Associated Cement Companies Limited (ACC), Mr. Brar had been associated with the Pharmaceutical Industry for three decades. Mr. Brar spent major part of this period (1977 – 2004) with Ranbaxy Laboratories Limited – India’s largest Pharmaceutical company at various positions and rose to the level of President in 1993. He became the CEO & Managing Director of Ranbaxy in 1999. Mr. Brar stepped down from this position in 2004 to start his entrepreneurial journey and ventured into GVK Biosciences - a leading contract research organization providing Discovery & Development services to Global Life Sciences companies. Mr. Brar also promoted Davix Management Services - a Pharmaceuticals focused Consulting/Advisory services company.

for for Appointment of Mr. R.P. Singh as an Independent Director

Mr. R.P. Singh, 62, passed his post-graduation in Mathematics from Advanced Centre for Pure Mathematics, Punjab University, Chandigarh in 1973 and after a brief stint of teaching Pure Mathematics & Statistics to graduate classes, joined the Administrative Service. Apart from the regular field assignments for the I.A.S. Officers, he has wide experience in regulatory areas of Finance, Industry & Urban Development. He worked both as Commissioner of Hyderabad Municipal Corporation & Vice Chairman of Hyderabad Urban Development Authority. He had long stints as Managing Director of Andhra Pradesh Industrial Development Corporation & Commissioner of Taxation in Andhra Pradesh. He was posted to Punjab & Sind Bank as Chairman in March 2005 when the Bank was in continuous losses and had accumulated the highest NPAs in industry. He spent four and a half years in the Bank during which the Bank recorded highest growth in the Industry and registered lowest NPA level in the industry. As Secretary in the Department of Industrial Policy & Promotion, his major initiatives were:1. Rationalization and consolidation of FDI policy;2. Re-inventing and establishing the Delhi Mumbai Industrial Corridor Project (DMIDC);3. Putting together the manufacturing policy for the country.After retirement from the Indian Administrative Service, he has been selected by the Government of India for appointment as Chairman, National Highways Authority of India (NHAI). As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Ms. Pallavi Shroff as an Independent Director

Ms. Pallavi Shroff, aged 58 years, is the lead litigation partner at Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates & Solicitors, New Delhi. She manages corporate commercial litigation, arbitration as well as Competition law.In thirty three years as a leading litigation practitioner, Ms. Shroff has been recognized by international publications for her ‘leading practice in dispute resolution and litigation’ (Asia Legal 500) and is also rated as one of the three leading practitioners involved with arbitration (Who’s Who of Commercial Arbitrators, 2004). She has been closely involved with some of the largest and most challenging corporate, commercial and infrastructure litigation and arbitration in India and has played a pivotal role in telecom, energy, natural resources and transportation related dispute resolution. Her experience includes ad-hoc arbitrations and institutional arbitrations under ICC, LCIA, UNCITRAL etc. She has experience in arbitrations arising from shareholders’ disputes, construction disputes, and investment related and international arbitrations in the energy sector.

She has successfully represented international giants like GE, Coca-Cola, Nestle, Indian Oil Corporation, Videocon, ICICI Bank, Tatas, Apollo Tyres etc. in various domestic disputes and international arbitrations.Her deep involvement with commercial litigation and arbitration goes beyond courts and tribunals and extends to formulating valued litigation strategy. Ms. Shroff was the ‘Knowledge Partner’ for CII’s ‘CEO’s Strategy Session on Arbitration and Dispute Resolution’ featuring Arthur Marriott, QC. She also conceptualized and authored a background document on ‘Planning Arbitration’.As a member of several high-powered committees appointed by the Government of India, she has been associated closely with several important commercial statutes. She was a member of the SVS Raghavan Committee constituted in May 2000 and tasked with generating a report on competition policy and formulating a new competition law for India. The committee submitted its report in August 2000 and advocated far reaching changes to the competition regime in India. She was also closely involved with the actual drafting of the Competition Policy and Competition Act for the Government.She is regularly called upon to advise Government departments and ministries on varied issues, including, most recently, in respect of multilateral


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Bharat Forge Limited

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



Net profit being Rs. 27,830 million as on 31st March 2014 as compared to Rs 23,921 million as on 31st March 2013 .


To confirm the payment of an interim dividend and to declare a final dividend on Equity Shares for the financial year 2013-14.

We propose voting in favor of the resolution to declare dividend on Equity shares for the period ended March 31, 2014 and confirm the payment of interim dividend

To appoint a Director in the place of Mr. S. K. Chaturvedi (DIN: 02183147), who retires by rotation, and being eligible, offers himself for re-appointment.

Mr. Sunil K. Chaturvedi (51) is a commerce graduate and a Chartered Accountant. He has been appointed as Whole-time Director designated as Executive Director of the Company with effect from May 20, 2008. He was in Indian Administrative Services, Government of India from August 1988.Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

for for

for Against

To appoint a Director in the place of Mr. B. P. Kalyani (DIN:00267202), who retires by rotation, and being eligible, offers himself for re-appointment.

Mr. B. P. Kalyani (51) is B.E. (Prod. Engg.), M.S. (Mech. Engg.), M.B.A., is an Executive Director of the Company with effect from May 23, 2006. Mr. B. P. Kalyani has served with the Company for more than 30 years and was Senior Vice President (FMD). He is responsible for Close Die Forge Division (CDFD).Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

To appoint Auditors

Section 102 of the Act. M/s. S. R. Batliboi & Co. LLP holding office as Auditors from the conclusion of 51st Annual General Meeting held on July 27, 2012 prior to the commencement of the Companies Act, 2013 (“the Act”). In terms of the provisions of the Act and the related rules thereunder, in respect of rotation of auditors, M/s. S. R. Batliboi & Co. LLP should be eligible for re-appointment as Auditors in the Company for three years under the first term i.e. upto conclusion of 56th Annual General meeting to be held in the year 2017, out of two terms of five consecutive years.However, in view of the internal process of re-alignment at the SR Batliboi & Affilates network of firms, it was proposed to consider the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, Pune instead of S.R. Batliboi & Co LLP (both being member firm of SR Batliboi & Affilates network of firms) as Statutory Auditors of the Company. M/s. S R B C & Co. LLP, Chartered Accountants, Pune [Firm Registration No. 324982E] have furnished certificate to the effect that their appointment, if made, at the ensuing Annual General Meeting would be in accordance with the conditions laid down under the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014.In view of the above, M/s. S R B C & Co. LLP, Chartered Accountants, Pune being eligible for appointment and based on the recommendation of the Audit Committee, the Board of Directors has at its meeting held on May 27, 2014 proposed the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, Pune as the Statutory Auditors for three years of the Company i.e. from conclusion of 53rd Annual General Meeting upto conclusion of 56th Annual General meeting to be held in the year 2017, (subject to ratification of their appointment at every AGM).

Since the both the firms fall under same network. We may vote against the same.

for for Appointment of Mr. S. M. Thakore as an Independent Director of the Company

Mr. S. M. Thakore (66) has completed his B.A. (Politics) and Bachelor of Law from the Bombay University. He is a Solicitor of High Court, Bombay and Supreme Court of England and Wales.Mr. S. M. Thakore has been an advisor to several leading Indian Companies on corporate law matters and securities related legislations. He has also acted on behalf of leading investment banks and issuers for Indian IPO offerings and several international equity and equity linked debt issuances by Indian corporates. He has also advised in the establishment and operations of various India dedicated equity funds and domestic mutual funds. Being a solicitor for over 40 years, he has instructed leading Indian Counsel before various courts and forums including High Courts around India as well as the Supreme Court of India in various matters involving indirect tax, commercial and corporate law. He was a partner of Bhaishanker Kanga & Girdharlal, Advocates & Solicitors for more than 30 years, until March 31, 2004 when he became a partner of AZB & Partners, Advocates & Solicitors until December 31, 2006. From January 1, 2007, Mr. Thakore along with Mr. Suresh Talwar (ex-partner of Crowford Bayley & Company) founded Talwar Thakore & Associates, one of the leading corporate law firms in Mumbai and is currently a Senior Consultant with Talwar Thakore and Associates. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Mr. P. G. Pawar as an Independent Director of the Company

Mr. P. G. Pawar (69) is a Bachelor of Engineering from Birla Institute of Technology and Science (BITS), Pilani, Rajasthan.He is Chairman of Sakal Papers Private Limited and Chairman of ASK Chemicals India Private Limited. He was the Former President of The Mahratta Chamber of Commerce, Industries & Agriculture, Pune, The Indian Newspaper Society, New Delhi and Indian Language Newspapers Association. He is Vice President of the World Association of Newspapers (WAN- IFRA) Paris and also Director from January 2007. He is well known social worker and is actively associated as Trustee/Member with many trusts/organizations.




for for

for for

Appointment of Mrs. Lalita D. Gupte as an Independent Director of the Company

Mrs. Lalita D. Gupte (65) is currently Chairperson of ICICI Venture Funds Management Company Limited. She retired at the end of October 2006 as Joint Managing Director and Member of the Board of ICICI Bank Limited.

Mrs. Gupte joined ICICI in 1971 and has acquired a wide range of experience in the areas of strategic planning, project finance, leasing, resources and treasury and credit operations.Mrs. Gupte was responsible for setting up the International business of ICICI Bank since 2001. She was instrumental in transforming ICICI Bank from a primarily term lending institution into a technology led diversified financial services group.Mrs. Gupte is on the Board of several companies and has received several awards and recognitions. She holds a Bachelor’s Degree in Economics (Hons) and a Master’s Degree in Management Studies.




Appointment of Mr. P. H. Ravikumar as an Independent Director of the Company

Mr. Naresh Narad (70) holds a bachelor’s degree in Arts, LL.B. and has been a veteran I.A.S. Civil Servant. Mr. Naresh Narad has held various important positions in the Government of India and Government of Madhya Pradesh.




for for

for for

Appointment of Mr. Naresh Narad as an Independent Director of the Company

Mr. Kenichi Ayukawa was appointed as Managing Director and Chief Executive Officer with effect from 1 April 2013 for a period of three nd years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company th th held on 27 August 2013. Mr. Toshiaki Hasuike was appointed as Joint Managing Director with effect from 27 April 2013 for a period of nd three years. His appointment and payment of remuneration was approved by the members in the 32 Annual General Meeting of the Company held on 27 August 2013. Mr. Kazuhiko Ayabe was appointed as Director and Managing Executive Officer with effect from 28 st April 2012 for a period of three years. His appointment and payment of remuneration was approved by the members in the 31 Annual th General Meeting of the Company held on 28 August 2012. It is proposed to authorize the Board of Directors to increase the remuneration of Mr. Kenichi Ayukawa, Mr. Toshiaki Hasuike and Mr. Kazuhiko Ayabe from time to time as per the slabs given in the resolutions. The quantum of increase individually to each director would be determined and recommended by the Nomination and Remuneration Committee and approved by the board




Appointment of Dr. Tridibesh Mukherjee as an Independent Director of the Company

Dr. T. Mukherjee (71) is M. Met. and Ph.D. Dr. Mukherjee, a veteran Metallurgist, has authored 134 papers in his career spanning four decades. He has been a visiting lecturer at University of Sheffield, U.K. and Adjunct Professor at I.I.T. Kharagpur. He is also a recipient of various prestigious awards. Dr. Mukherjee has total work experience of 46 years.As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Mr. Vimal Bhandari as an Independent Director of the Company

Mr. Vimal Bhandari (55) is a Commerce graduate from Mumbai University and a Chartered Accountant. Mr. Bhandari is a proficient and a proven top management professional with over 26 years of experience in a range of businesses in the financial services industry. He is currently the CEO and Managing Director of IndoStar Capital Finance, a wholesale credit institution sponsored by private equity houses like Everstone, Goldman Sachs, Ashmore and others with an initial capitalization of ` 9,000 Millions. Prior to joining IndoStar Capital, he was the Country Head of AEGON N.V., the large Dutch financial services player, which has established a life insurance business in India. In his early career, Mr. Bhandari was with IL&FS, the Indian infrastructure financing and financial services institution, of which twelve years were spent as the Executive Director on the Board of Directors of the Company. He was directly responsible for the financial services business of IL&FS. Mr. Bhandari has also been a member of the Executive Committee and the Listing Committee of National Stock Exchange of India Limited. He is also a member of the Executive Committee of FICCI.As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Re-appointment of Mr. Amit B. Kalyani as Executive Director of the Company

The previous terms of appointment of Mr. Amit B. Kalyani, Executive Director expired on May 10, 2014. The Board of Directors (the “Board”), at its meeting held on February 4, 2014 has, subject to the approval of members, re-appointed Mr. Amit B. Kalyani as Executive Director, for a period of 5 (five) years from May 11, 2014. Further, the Board, subject to approval of members, at its meeting held on May 27, 2014, on the recommendations from the Nomination and Remuneration Committee, has approved the terms of remuneration as detailed in the resolution.Approval of the Members is sought for re-appointment and payment of remuneration to Mr. Amit B. Kalyani as Executive Director in terms of the applicable provisions of the Act. The Directors recommend the resolution(s) for approval of the Members

Mr. Amit B. Kalyani (38) is a Mechanical Engineering from Bucknell University, Pennsylvania, USA. He initially worked with Kalyani Steels Limited, followed by other companies within the group. He then joined Bharat Forge in 1999 as Vice President and Chief Technology Officer, where he played a critical role responsible for implementing Unified MIS System SAP R3. He later took charge of investor relations & fund raising activities, such as, GDR, FCCB, Rights Issue & ECB’s, to the tune of $ 400 million over a period of 3 years. He was also instrumental in strategizing and execution of the several acquisitions that the group had in Germany.Mr. Amit B. Kalyani is currently an Executive Director and while he is involved in the company’s strategic planning & global business development initiatives, Mr. Amit B. Kalyani also takes care of the overall group strategy and is responsible for the expansion of its steel business and driving the infrastructure business foray of the group.Mr. Amit B. Kalyani is son of Mr. B. N. Kalyani, Chairman and Managing Director. He holds 350,200 Equity Shares of `2/- each of the Company as on March 31, 2014.

We may vote for the same

for for

for for

Authority to the Board to create Charge

The members of the Company at the 48th Annual General Meeting held on July 24, 2009 approved an Ordinary Resolution under Section 293(1)(a) of the Companies Act, 1956 and authorized the Board of Directors to hypothecate, mortgage, create charge or otherwise encumber the Company’s immovable and movable properties aggregating to a nominal value not exceeding ` 30,000 millions (Rupees Thirty Thousand millions) from time to time under the borrowing limits. In terms of the General Circular No. 04/2014 dated March 25, 2014 issued by the Ministry of Corporate Affairs, the resolution passed under Section 293 of the Companies Act, 1956 prior to September 12, 2013 in this regard would be valid for a period of one year from the date of notification of Section 180 of the Act.

Section 180(1)(a) of the Companies Act, 2013, effective from September 12, 2013 requires that the Board of Directors shall not hypothecate, mortgage, charge or otherwise encumber such properties of the Company, except with the consent of the Company by way of a Special Resolution.Therefore, a Special Resolution under Section 180(1)(a) and other applicable provisions of the Companies Act, 2013, as set out at Item No.14 of the Notice, placed before the members, authorizing the Board of Directors to hypothecate, mortgage, charge or otherwise encumber the immovable and movable properties of the Company for securing loans etc. aggregating to a nominal value not exceeding ` 30,000 millions (Rupees Thirty Thousand millions only) to be availed from time to time in one or more tranches. The Board recommends the resolution for the approval of members Since it is in compliance with provisions of Companies act 2013 we may vote for the same

Authority to the Board to Borrow money

The members of the Company at the 48th Annual General Meeting held on July 24, 2009 approved an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 authorising borrowings over and above the aggregate of paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of ` 15,000 millions (Rupees fifteen thousand millions). In terms of the General Circular No. 04/2014 dated March 25, 2014 issued by the Ministry of Corporate Affairs, the resolution passed under Section 293 of the Companies Act, 1956 prior to September 12, 2013 in this regard would be valid for a period of one year from the date of notification of Section 180 of the Act.

Section 180(1)(c) of the Companies Act, 2013 effective from September 12, 2013 requires that the Board of Directors shall not borrow money in excess of the Company’s paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, without the consent of the Company accorded by way of a special resolution.


for for

for for

Payment of commission to Non Whole time Directors of the Company

Members at the 48th Annual General Meeting held on July 24, 2009, had approved of the payment of commission to Non Whole time directors of the Company not exceeding one percent (1%) per annum of the Net Profits of the Company for a period of five years commencing from the financial year April 1, 2009.It is proposed to continue with the payment of Commission to Non whole time Directors of the Company. Accordingly, it is proposed that in terms of the provision of Section 197 of the Companies Act, 2013, the Directors (other than Managing Director and Executive Directors) be paid, for each of the 5 (five) consecutive financial years commencing from April 1, 2014, remuneration not exceeding one percent (1%) per annum of the net profits of the Company computed in accordance with the provisions of the Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board.The said remuneration to Non-Executive Directors shall be in addition to the sitting fee payable to them for attending the meetings of the Board and Committees thereof.


To approve the remuneration of the Cost Auditors

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors – M/s. Dhananjay V. Joshi & Associates, Cost Accountants to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015 at remuneration of ` 900,000/- (Rupees Nine Lacs only) plus Service Tax at the applicable rates and reimbursement of out of pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company


for for Related party Transactions of the Company with Kalyani Carpenter Special Steels Limited

Further to the applicable provisions of Section 188 and any other provisions of the Companies Act, 2013 and Rules framed thereunder, the Securities and Exchange Board of India vide its Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 has amended the Clause 49 (VII) of the Equity Listing Agreement, which is effective from October 1, 2014. Under the said amendment, all Related Party Transactions shall require prior approval of the Audit Committee and all material Related Party Transactions shall require approval of the shareholders by a Special Resolution. The Company has been in the field of supplying critical forged and machined components for automotive and industrial applications. Basic and most important raw material for such parts is specialty steel. Steel source need to be validated and approved by the customers before the company can start supplies, hence choice of steel mill becomes very critical. Automotive market is cyclical in nature and the demand may vary from time to time, hence it is very important to have just in time supplies for raw material. Also since the company is diversifying into new segments of industrial business, complexity of raw material source has increased substantially. The company buys majority of its raw material requirement from Kalyani Carpenter Special Steels Limited and Kalyani Steels Limited which are related party for the company. Both these companies are Specialty steel manufacturers, have been approved by customers for sourcing of steel, and are in close proximity of the Company which benefits in just-in-time supplies and these companies can provide steel for all new potential strategic business segments at competitive pricing. In light of all these advantages, the Company has been dealing through such transactions with the said related parties. The Company has been focusing on export market as one of the main growth area. It is expanding its customer base as well as geographies. In order to serve its customer in a most efficient way and for providing them just-in-time deliveries, the Company is doing part of its international business through Bharat Forge International Limited (BFIL) – a step-down subsidiary. BFIL offers logistic and inventory management support and the Company can focus on its core strength of development and manufacturing of critical components for automotive and industrial applications.

Further to the applicable provisions of Section 188 and any other provisions of the Companies Act, 2013 and Rules framed thereunder, the Securities and

for for Related party Transactions of the Company with Kalyani Steels Limited


Further to the applicable provisions of Section 188 and any other provisions of

for for


for for

Related party Transactions of the Company with Bharat Forge International Limited


Further to the applicable provisions of Section 188 and any other provisions of United Breweries Limited

To receive and consider the Accounts for the year ended March 31, 2014, and the Reports of the Auditors andDirectors thereon.

The Company has earned total revenue Rs 4,25,988 Lacs as on 31st March 2014 as compared to Rs 3,94,236 Lacs as on 31st March 2013

The Company has incurred total expenses Rs 3,92,574 Lacs as on 31st March 2014 as compared to Rs 3,67,691 Lacs as on 31st March 2013

Net profit being Rs. 22,561 Lacs as on 31st March 2014 as compared to Rs 17,221 Lacs as on 31st March 2013 .


To declare a Dividend.


for for

for for

To appoint a Director in the place of Mr. A K Ravi Nedungadi, who retires by rotation and, being eligible, offershimself for re-appointment.

A trained Chartered and Cost Accountant, Mr. Nedungadi joined theUB Group in 1990 as the Corporate Treasurer. Within two years, hebecame the Group Finance Director of the Group’s International businessmanaging the businesses of UB International, which included thepaint giant Berger Jenson and Nicholson with operations spanning 27countries. He was instrumental in listing the Berger Group Companies onthe London and Singapore bourses.Since his appointment as the President and Group CFO in 1998, he ledthe way to sharpening the focus of the Group, which had a conglomerateapproach, on areas of competence and global reach. This saw the Groupfocus on three verticals – Brewing, Distilling and Aviation, each areapresenting clear leadership within India and global significance.He was also responsible for opening up the beverage alcohol sector toGlobal Best Practices and Transparency, enabling the entry of institutionalinvestors and rerating of the industry itself.Under his leadership, the market capitalisation of the 3 principal Groupcompanies has crossed US$ 5 Billion which bears testimony to thesuccessful accomplishment of business restructuring, consolidation andenhanced shareholder value. As the principle leadership resource of theUB Group, Mr. Nedungadi was responsible in concluding the acquisitionof Shaw Wallace & Co., Whyte & Mackay, Bouvet Ladubay, etc.Mr. Nedungadi is the recipient of many awards of excellence, includingUdyog Ratan Award, IMA’s CFO of the Year, CNBC TV18’s – CFO of theYear – M & A etc. Memberships in esteemed organisations like Who’sWho of Professionals only reinforce the above testimonials. Further, he ison the Board of several companies, both in India and overseas.His interests in social work and arts engage his free time. He is an activeRotarian and is a Trustee of India Foundation for the Arts, India’s leadinggrant making Art Philanthropy.Mr. Nedungadi is on the Board of UBL since August 09, 2002.



It is proposed to re-appoint Messrs S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W) for a period of 3 years Since it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

for for

for for

Appointment of Mr. Roland Pirmez as an Director of the Company

Mr. Roland Pirmez was appointed as an Additional Director of the Company on September 13, 2013 pursuantto the provisions of Article 115 of the Articles of Association of the Company. In terms of the said Article andSection 161 of the Companies Act, 2013, (corresponding to Section 260 of the Companies Act, 1956) Mr. Pirmezholds office up to the date of this Annual General Meeting.


Appointment of Mr. Chhaganlal Jain (DIN 00102910 as an Independent Director of the Company

Mr. Chhaganlal Jain is a Chartered Accountant and a Company Secretaryby profession, having more than 45 years of Corporate experience invarious organizations including ICI and Hindustan Lever Ltd. He wasFinance Director of Hoechst India Ltd. He was also External FacultyMember at Bajaj Institute of Management for 17 years. Apart fromDirectorship he holds in esteemed public companies, he is also a trusteeof Nayana Parekh Charitable Trust, Sangeeta Jain Charitable Trust andOswal Mitra Mandal.Mr. Jain is on the Board of UBL since January 27, 2003.




for for Appointment of Mr. Chugh Yoginder Pal (DIN 00106536 as an Independent Director of the Company

Mr. Chugh Yoginder PalMr. Chugh Yoginder Pal is a first class Graduate in Engineering from DelhiUniversity. After a brief Industrial Engineering training stint in TELCO hejoined Hindustan Lever in 1960, where he held various positions starting inIndustrial Engineering and moved up quickly in the Management hierarchyin a variety of Production, Factory and General Management roles leadingto head of Corporate Materials Management. He joined Cadbury IndiaLimited as Technical Director and became Managing Director in 1983 andChairman & Managing Director in 1987. He retired as Executive Chairmanin 1997 and continues to be Non-Executive Chairman of Cadbury IndiaLimited (now Mondelez India Foods Limited).Mr. Pal brings with him great expertise and understanding of the IndianBusiness environment. He was President of the prestigious BombayChamber of Commerce and Industry.Mr. Pal is on the Board of UBL since April 29, 2005.




for for Appointment of Mr. Sunil Alagh (DIN 00103320 as an Independent Director of the Company

Mr. Sunil Alagh is Chairman of SKA Advisors, a Business Advisory /Consultancy firm with a focus on Marketing and Brand building strategies.He is a graduate in Economics (Hons.) with MBA from IIM Calcutta. Hehas worked with ITC Limited, Jagatjit Industries Limited and BritanniaIndustries Limited. He was Managing Director and CEO of BritanniaIndustries Limited from 1989 to 2003. During this tenure, Britannia figuredin the Forbes Magazine list of 300 Best Small Companies in the world for3 years. It also became the Number 1 food Brand in India.He is on the Boards of GATI Ltd. (a JV with KWE, Japan), GATI Import &Export Trading Ltd. and Indofil Industries Ltd. In addition, he is a memberof the Governors’ of IIM Bangalore and on the advisory Board of theJawaharlal Darda Institute of Engineering and Technology, Yavatmal. Heis a former member of the Board of IL&FS Investsmart Ltd., The IndianAdvisory Board of Schindler Switzerland, Board of Governors’ of IIM Indore,the Governing Council of the National Institute of Design, Ahmedabadand a member of the round table on higher education of the Ministry ofHRD, Government of India.He was honoured with the ‘Gold Medal Kashlkar Memorial Award 2000’ foroutstanding contribution to the food processing industry in India. He was afinalist for the Ernst and Young Entrepreneur of the Year Award, 2002.Mr. Alagh is on the Board of UBL since April 29, 2005.




for for Appointment of Ms. Kiran Mazumdar Shaw (DIN 00347229 as an Independent Director of the Company

A pioneer of the biotechnology industry in India and the head of country’sleading biotechnology enterprise, Biocon, Ms. Kiran Mazumdar Shawis a highly respected businesswoman. Ms. Shaw, a first generationentrepreneur, has made her country proud with a globally recognizedbio-pharma enterprise, which is committed to innovation and affordabilityin delivering world class therapeutics to patients worldwide. As the firstwoman brew master of India, with a pioneering spirit to make a differenceshe leveraged her knowledge of fermentation science to pursue theroad less taken and build an innovative bio-pharma company, the firstin India. Today, Biocon is India’s largest insulins Company that pioneeredthe development of the world’s only pichia based recombinant humaninsulin, which is now available in over 50 countries. Under her leadershipBiocon has become a well-recognized global brand. Named among TIME magazine’s 100 most influential people in the world,Ms. Mazumdar Shaw has made affordable innovation the foundation ofher business model. Economic Times had ranked her among India Inc.’s top10 most powerful women CEOs in 2012 and Nature Biotechnology votedher the most influential Bio-businessperson outside Europe and the USA.Her vision and work for biotechnology have drawn global recognition bothfor Indian Industry and Biocon. Recently, U.S. based Chemical HeritageFoundation conferred Ms. Shaw with the 2014 Othmer Gold Medal forher multifaceted contributions to chemical and scientific heritage.Ms. Shaw is also an Independent Member of the Board of Infosys, aglobal leader in consulting, technology and outsourcing solutions. She isalso the Chairperson of its Board of Governors of the Indian Institute ofManagement, Bangalore.In addition to her formal qualifications of a Brewmaster from BallaratUniversity, Australia; she holds several other honorary degrees fromrenowned international universities like Trinity College, Dublin;University of Abertay, Dundee; University of Glasgow; Heriot-WattUniversity, Edinburgh etc. Ms. Shaw is the recipient of several prestigiousawards including the Nikkei Asia Prize, 2009 for Regional Growth;Express Pharmaceutical Leadership Summit Award 2009 for DynamicEntrepreneur; the Economic Times ‘Businesswoman of the Year’; the‘Veuve Clicquot Initiative’ for Economic Development for Asia; Ernst &Young’s ‘Entrepreneur of the Year’ Award for Life Sciences & Healthcare;‘Technology Pioneer’ recognition by World Economic Forum and The

for for Appointment of Mr. Madhav Bhatkuly (DIN 00796367 as an Independent Director of the Company

Mr. Madhav Bhatkuly has a Master’s Degree in Commerce fromSydenham College, Bombay and a Master’s Degree in Economics fromthe London School of Economics. He is a recipient of the Foreign andCommonwealth Scholarship from the British Government. Mr. Bhatkulywas a country partner of Arisaig Partners from 1999 to 2005. Prior tothat, he was associated with SG Securities and ICICI Bank Limited. Hepartnered with Chris Hohn of The Children’s Investment Fund, (UK) TCIto set up a dedicated India Fund. He is credited to have been amongstthe first institutional investors in many small companies which have goneon to become some of India’s leading names. He has been featured onseveral TV shows including “CNBC’s wizards of Dalal Street”, Indianomics,the Karan Thapar Show etc. and has been invited to speak at manybusiness schools such as the Indian Institute of Management, and bymany organisations such as the Confederation of India Industries (CII),Goldman Sachs etc.He currently serves as director on the board of New Horizon OpportunitiesMaster Fund (NHOF). Based on the information in public domain, NHOF hasbeen the best performing India fund in the world over the past 6 years.Mr. Bhatkuly is on the Board of UBL since October 26, 2009 The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.


for forAppointment of Mr. Stephan Gerlich (DIN 00063222 as an Independent Director of the Company

In April 2014, Mr. Stephan Gerlich assumed the role as CEO of Bayer deMexico and spokesperson of the Bayer Group in Mexico. Bayer in Mexicohas more than 3,300 employees, sales of 1,000 Mio € and 6 productionsites. Formerly, in his assignment in India, Mr. Gerlich was the CountryGroup Speaker for the Bayer Group in India and the Vice Chairman& Managing Director of Bayer CropScience Limited and Chairman &Managing Director of Bayer MaterialScience Private Limited.Mr. Gerlich started his career with Bayer AG in Germany in 1978 andshortly thereafter moved to a subsidiary in France. After 3 years in France,he joined the Bayer operations in Mexico. In 1991, he returned to theBayer Headquarters in Leverkusen, Germany as the Regional MarketingManager for Engineering Plastics Division and later designated as GlobalMarketing Manager in 1992. In 1994, he took over as Director Sales& Marketing and Key Account Manager in Bayer France. In 1995, hebecame President / CEO of the Bayer / Hoechst Joint Venture, Dystar, inMexico. In 2000, he became Vice President in charge of Sales in US &Canada for Dystar, based in North Carolina.Mr. Gerlich is on the Board of UBL since July 02, 2010.




for for Borrowing Powers

The Board of Directors (“the Board”) was authorized pursuant to Section 293(1)(d) of the Companies Act, 1956to borrow moneys for Company’s activities in excess of aggregate of its Paid-up Capital and Free Reserves, eitherin Rupees or in such other Foreign Currency from time to time, as may be deemed appropriate by the Board foran aggregate amount not exceeding Rs.2,500 crore or equivalent thereof as prescribed in the Resolution passedby the Members at Annual General Meeting held on September 26, 2012. The Board was also authorized for creation of any mortgage / charge, if needed in connection with the borrowings under Section 293(1)(a) of theCompanies Act, 1956.Sections 180(1)(c) and 180(1)(a) of the Companies Act, 2013 (the “Act”) empower the Board to borrow moneys inexcess of the aggregate of its Paid-up Capital and Free Reserves, and to create any mortgage/charge in connectionwith such borrowings, subject to the approval of the Members of the Company in General Meeting.The Ministry of Corporate Affairs, Government of India vide its Circular No. 4 / 2014 dated 25th March, 2014 hasclarified that the Resolution passed under Section 293 of the Companies Act, 1956, prior to 12th September, 2013with reference to borrowing (subject to the limits prescribed) and/or creation of security on assets of the Companywill be effective for a period of 1 (one) year from the date of notification of Section 180 of the Act. In view ofthe enactment of the Act, the Company would be required to pass a fresh Resolution as aforesaid enabling it toexercise powers under Sections 180(1)(c) and 180(1)(a) of the Act.The proposed Special Resolution will have to be considered in the above context. This will enable the Board toborrow funds and create any mortgage / charge, if necessary in connection with such borrowings, from time to time.

This Resolution supersedes the Resolution passed by the Members on September 26, 2012.

for for Alteration of articles of Association

The existing Articles of Association (AOA) of the Company contains several references to the provisions of theCompanies Act, 1956. Consequent upon enactment of the Companies Act, 2013 (the “Act”), certain provisionsof the Companies Act, 1956 as appearing in the existing AoA of the Company have either been amended,consolidated, deleted or the Sections renumbered in the Act. Therefore, several Regulations of the existing AoAof the Company require alteration, modification, substitution or deletion. Given this position, it is necessary toalter the existing AoA by modifying, substituting or amending the reference of the provisions pertaining to theCompanies Act, 1956 by the provisions contained in the Act.In order to comply with the provisions of the Act, the alteration also contain an alteration of Article 115.5, relatingto Directors whose period of office is liable to retire by rotation. In view of the Act mandating that the office of allIndependent Directors will not be liable to retire by rotation, Article 115.5 is being suitably altered to exclude theChairman and one Heineken Designated Director who were earlier not liable to retire by rotation. Since it is in compliance with provisions of Companies act 2013 we may vote for the same

for for Payment of commission to Non Whole time Directors of the Company

In terms of the Special Resolution passed by the Members at the Annual General Meeting held on September 26,2012, Members of the Company had authorised the Board of Directors (the “Board”) pursuant to Section 309(4)of the Companies Act, 1956 to pay to the Directors other than a Managing Director or Director(s) in thewhole-time employment of the Company, at the discretion of the Board, a remuneration up to one per cent of theNet Profits of the Company which amount they may apportion among themselves in any manner they deem fitand the said Resolution is valid for a period of five years. Consequent upon enactment of the Companies Act, 2013, it is considered necessary to pass a fresh Resolution asaforesaid enabling the Company to exercise the powers under Sections 197 (1) of the Companies Act, 2013 andto pay commission as prescribed excluding Service Tax, if any (at the discretion of the Board of Directors as it deemsfit), which amount such Non-Executive Directors may apportion among themselves in any manner they deemfit. Accordingly, this Resolution is proposed for approval of Members in terms of the provisions contained in theCompanies Act, 2013. This Resolution will remain in force for a period of 5 years from the date of the Meeting.This Resolution supersedes the Resolution passed by the Members on September 26, 2012.


for for To hold office or place of profit by Mr. Umesh Hingorani a relative of Dr. Vijay Mallya, Chairman of the Company

Mr. Umesh Hingorani has been associated with the Company for over two decades and is instrumental indevelopment and growth of packaged Drinking Water business of the Company. There has been considerablesynergy in his leading this segment of business and his effective contribution has fostered the growth of the brandlicensing arrangement for Packaged Drinking Water segment of your Company’s business.Mr. Umesh Hingorani, was holding office as Divisional Vice President – Business Development of the Companywith periodic extensions in terms of the provisions contained in Section 314(1B) of the Companies Act, 1956. TheCompany had earlier secured Central Government approval for appointment and payment of remuneration toMr. Hingorani.Being a step brother of Dr. Vijay Mallya, Mr. Umesh Hingorani is a Related Party vis-à-vis the Company and hisappointment to the office of Divisional Vice President - Business Development of the Company will fall underSection 188 of the Companies Act, 2013 (the “Act”). In terms of Section 188 of the Act, and Rules framedthereunder, such appointment is required to be made with prior approval of the Company by a Special Resolutionwhere the monthly remuneration exceeds Rs. 2,50,000/-. Further, the remuneration including perquisites,benefits and amenities aggregating Rs. 20,00,000/- (excluding retiral benefits) for the period April 01, 2014 toJune 30, 2014 is also placed for ratification and confirmation by the Members.Pursuant to the provision of Section 188 and other applicable provisions, if any, of the Act and Rules framedthereunder, Resolution for appointment of Mr. Umesh Hingorani, for a period of five years effective July 01, 2014is proposed in the accompanying Notice.This Resolution supersedes the Resolution passed by the Members on September 26, 2012.



for for

Aditya Birla Nuvo Limited

To receive, consider and adopt the AuditedBalance Sheet as at 31st March, 2014 and theStatement of Profit and Loss for the year endedon that date, the Report of the Directors andthe Auditors thereon.

The Company has earned total revenue Rs 16404.10 crore as on 31st March 2014 as compared to Rs 11,440.26 crore as on 31st March 2013


Net profit being Rs. 15,008.54 crore as on 31st March 2014 as compared to Rs 9794.32 crore as on 31st March 2013 .


To declare and sanction the payment ofDividend on equity shares and on preferenceshares of the Company for the financial year2013-14.

We propose voting in favor of payment of Dividend on equity shares and on preference shares of the Company for the financial year 2013-14

for for

for for

To appoint a Director in place ofMrs. Rajashree Birla (DIN: 00022995), whoretires from office by rotation and beingeligible, offers herself for re-appointment.

The Board of the Company has appointed Mrs. Rajashree Birla as director w.e.f 14th March 1996. Mrs. Rajashree Birla has 75% attendance in Board Meetings. She holds directorships in 6 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since it is in compliance with the provisions of the Companies act 2013 we may vote for the same.

To appoint a Director in place of Mr. B. L. Shah(DIN: 00017357), who retires from office byrotation and being eligible, offers himself forre-appointment.

The Board of the Company has appointed Mr. B. L. Shah as director w.e.f 15th April 1975.

He is a b.com and a retired Business Executive. Mr. B L Shah has 75% attendance in Board Meetings. He holds directorships in 2 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for Against

for for

To appoint Joint Statutory Auditors of theCompany to hold office from the conclusionof this Meeting until the conclusion of thefifty-eighth Annual General Meeting of theCompany and to fix their remuneration

The Company proposes to appoint M/s. Khimji Kunverji & Co. (Reg. No.105146W), Chartered Accountants as the Joint Statutory Auditors of the Company for a period of one year.

The Company requires appointment of auditors for a period of five years. Since the Company has not specified any reason for appointment of auditor for a period of one year. hence it is proposed to vote against the resolution.

To appoint Branch Auditors of the Company

The Company proposes to appoint M/s. Khimji Kunverji & Co. (Reg. No.105146W), Chartered Accountants as the branch auditors to audit the accounts in respect of the Company’s Insulators Division at Rishra and Halol.

The Company proposes to appoint M/s. Khimji Kunverji & Co. (Reg.No. 105146W), Chartered Accountants and M/s. K. S. Aiyar & Co. (Reg. No. 100186W) Chartered Accountants as Joint Branch Auditors to audit the accounts in respect of the Company’s Indian Rayon Division at Verava.

The Company proposes to appoint M/s. Deloitte Haskins & Sells (Reg. No. 008072S), Chartered Accountants to audit the accounts in respect of the Company’s Madura Fashion & Lifestyle Division at Bengaluru


for Against

for for

To appoint Auditor other than the retiringAuditor

The Company proposes to S R B C & Co. LLP., Chartered Accountants (Registration No. 324982E) as the Joint Statutory auditors in place of S. R. Batliboi & Co. LLP., Chartered Accountants (Reg. No. 301003E).

S. R. Batliboi & Co. LLP, the retiring Joint Statutory Auditors of the Company and the Branch Auditors for Indo Gulf Fertilisers Division at Jagdishpur and for Jaya Shree Textiles Division at Rishra, have expressed their inability to continue as auditors/branch auditors for the financial year 2014-15. A special notice has been received from a member holding 5 lakh shares under section 115 of the Companies Act, 2013 signifying its intention to propose resolutions for appointment of S R B C & Co. LLP as the Joint Statutory Auditors of the Company and Branch Auditors as aforesaid, from the conclusion of this Annual General Meeting to the conclusion of the fifty eighth Annual GeneralMeeting to be held in the year 2015.

The Companies act 2013 restricts appointment of auditors from common network. Since it is not in compliance with the provisions of the Companies act 2013, we propose to vote against the resolution.

To appoint Branch Auditor other than theretiring Branch Auditor

The Company proposes to S R B C & Co. LLP., Chartered Accountants (Registration No. 324982E) as the Joint Statutory auditors in place of S. R. Batliboi & Co. LLP., Chartered Accountants (Reg. No. 301003E).

S. R. Batliboi & Co. LLP, the retiring Joint Statutory Auditors of the Company and the Branch Auditors for Indo Gulf Fertilisers Division at Jagdishpur and for Jaya Shree Textiles Division at Rishra, have expressed their inability to continue as auditors/branch auditors for the financial year 2014-15. A special notice has been received from a member holding 5 lakh shares under section 115 of the Companies Act, 2013 signifying its intention to propose resolutions for appointment of S R B C & Co. LLP as the Joint Statutory Auditors of the Company and Branch Auditors as aforesaid, from the conclusion of this Annual General Meeting to the conclusion of the fifty eighth Annual GeneralMeeting to be held in the year 2015

The Companies act 2013 restricts appointment of auditors from common network. Since it is not in compliance with the provisions of the Companies act 2013, we propose to vote against the resolution.

for for To appoint Ms. Tarjani Vakil (DIN: 00009603),as an Independent Director

The Board of the Company has appointed Ms. Tarjani Vakil as director w.e.f 27th July 2000.

Ms. Tarjani Vakil an MA by qualification and Former Chairperson of EXIMBank and is recognized as one of the distinguished Indian Banker.

Ms. Tarjani Vakil has 100% attendance in Board meetings. She holds directorships in 3 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further Ms. Tarjani Vakil do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto 10th Sept 2019. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for AgainstTo appoint Mr. P. Murari (DIN: 00020437), asan Independent Director

The Board of the Company has appointed Mr. P. Murari as director w.e.f 28th January 2000.

Mr. P. Murari an M.A. (Economics) by qualification is IAS (Retd.) having richAdministrative experience Mr. P. Murari has 30% attendance in Board meetings. He holds directorships in 10 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. P. Murari do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto 10th September 2019. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


Since the director holds directorship in 10 companies and has not provided adequate time for attending the meeting of the Company. it is considered as not in lines with good corporate Governance. We may vote against the same

for for To appoint Mr. Subhash Chandra Bhargava(DIN: 00020021), as an Independent Director

The Board of the Company has appointed Mr. Subhash Chandra Bhargava as director w.e.f 29th April 2004.

Mr. Subhash Chandra Bhargava an B.Com. (Hons.), F.C.A. by qualification is Ex-Executive Director (Investment) of LIC, having rich experience in investments,Treasury management, finance and accounts.

Mr. Subhash Chandra Bhargava has 90% attendance in Board meetings. He holds directorships in 10 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCAFurther Mr. Subhash Chandra Bhargava do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA




for for To appoint Mr. Gian Prakash Gupta (DIN:00017639), as an Independent Director

The Board of the Company has appointed Mr. Gian Prakash Gupta as director w.e.f 27th April 2005.

Mr. Gian Prakash Gupta an M.com by qualification has Rich experience inthe areas of general management, banking, industrial and financial restructuring.

Mr. Gian Prakash Gupta has 90% attendance in Board meetings. He holds directorships in 8 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Gian Prakash Gupta do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA




for forTo appoint Mr. Baldev Raj Gupta (DIN:00020066), as an Independent Director

The Board of the Company has appointed Mr. Baldev Raj Gupta as director w.e.f 28th January 2000.

Mr. Baldev Raj Gupta an M.A. (English), LL.B., FIIII by qualification is an Ex-Executive Director (Investments) of LIC, having rich experience as an InvestmentConsultant

Mr. Baldev Raj Gupta has 100% attendance in Board meetings. He holds directorships in 2 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Baldev Raj Gupta do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA




for for To appoint Mr. Lalit Naik (DIN: 02943588), asthe Managing Director of the Company

The Board of the Company has appointed Mr. Lalit Naik as director w.e.f 01st January 2013.

Mr. Lalit Naik is a B. Tech. in Chemical Engineering from the Indian Institute of Technology (IIT) Kanpur and Master of Business Administration from IIM,Ahmedabad. He has been with the Aditya Birla Group since November, 2009 and has more than two-and-a-half decades of rich professional experience and has worked in leadership positions in many companies

Considering the background, competence and experience of Mr. Lalit Naik and also his association with the Aditya Birla Group for the last several years and compared to the remuneration packages of similarly placed personnel of othercorporate bodies in the country, the terms of his remuneration as set out in the Resolution are considered to be fair, just and reasonable

Mr. Lalit Naik has 100% attendance in Board meetings. He holds directorships in 3 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Lalit Naik do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto 10th September 2019. Since appointment is in compliance with provisions of Companies act 2013 we may vote for the same

for for To partially modify/amend the SpecialResolution passed at the 54th Annual GeneralMeeting of the Company for appointment ofMr. Sushil Agarwal as the Whole-time Directorof the Company

Mr. Sushil Agarwal was appointed as Whole-time Director of the Company at the Annual General Meeting of the Company held on 28th September,2011.The resolution passed at the aforesaid Annual General Meeting in respect of the appointment of Mr. Sushil Agarwal provided that he is not liable to retire by rotation.

The shareholders whilst approving the appointment and remuneration payable to Mr. Sushil Agarwal at the aforesaid Annual General Meeting also authorized the Board of Directors to revise the terms of such appointment and remuneration.

As per section 152 of the Companies Act, 2013, at least two-thirds of the total number of directors of a public company shall be persons whose periodof office is liable to determination by retirement of directors by rotation. As per the provisions of this section, independent directors are not included toascertain directors liable to retire by rotation.

The Board of Directors at its meeting held on 26th June, 2014, took note of the aforesaid provisions of the Companies Act, 2013 and approved the modification in the terms of appointment of Mr. Sushil Agarwal to include him in the directors liable to retire by rotation.

All other terms and conditions relating to his appointment and remuneration as approved at the said Annual General Meeting of the Company shallremain unchanged.

Mr. Sushil Agarwal is required to be re-appointed as a Director, as his appointment is now subject to retirement by rotation


for forTo re-appoint Mr. Sushil Agarwal (the WholetimeDirector of the Company) (DIN:00060017) as a Director of the Company.

Mr. Sushil Agarwal was appointed as Whole-time Director of the Company at the Annual General Meeting of the Company held on 28th September,2011.

The resolution passed at the aforesaid Annual General Meeting in respect of the appointment of Mr. Sushil Agarwal provided that he is not liable toretire by rotation.

The shareholders whilst approving the appointment and remuneration payable to Mr. Sushil Agarwal at the aforesaid Annual General Meeting also authorized the Board of Directors to revise the terms of such appointment and remuneration.

As per section 152 of the Companies Act, 2013, at least two-thirds of the total number of directors of a public company shall be persons whose periodof office is liable to determination by retirement of directors by rotation. As per the provisions of this section, independent directors are not included toascertain directors liable to retire by rotation.

The Board of Directors at its meeting held on 26th June, 2014, took note of the aforesaid provisions of the Companies Act, 2013 and approved the modification in the terms of appointment of Mr. Sushil Agarwal to include him in the directors liable to retire by rotation.

All other terms and conditions relating to his appointment and remuneration as approved at the said Annual General Meeting of the Company shallremain unchanged.

Mr. Sushil Agarwal is required to be re-appointed as a Director, as his appointment is now subject to retirement by rotation


for for To approve the payment of remuneration toNon-Executive Directors of the Company

The members of the Company at the 55th Annual General Meeting held on 9th August, 2012 approved by way of a Special Resolution under section 309 of the Companies Act, 1956, the payment of remuneration by way of commissionto the Non-Executive Directors of the Company, of a sum not exceeding one percent per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956, for a period of five years commencing 1st April, 2012.

In view of sections 197, 198 and other relevant provisions of the Companies Act, 2013 coming into effect from 1st April, 2014 and taking into account the roles and responsibilities of the directors, it is proposed that remuneration by way of commission be paid to the Non-Executive Directors of the Company, of a sum not exceeding one percent of the net profits or such other percentage of netprofits of the Company as may be permissible from time to time, calculated in accordance with the provisions of the Companies Act, 2013, for each relevant financial year for a period of five years commencing from 1st April, 2014.The quantum of remuneration payable to each of the Non- Executive Directors shall be fixed and decided by the Board of Directors considering attendance, type of meeting, preparations required, etc.

This remuneration shall be in addition to the sitting fees payable to the Non-Executive Directors for attending the meetings of the Board or Committeethereof or for any other purpose whatsoever as may be decided by the Board, and reimbursement of expenses for participation in the Board and othermeetings.


for for

for for

To approve the offer or invitation to subscribeto Non-Convertible Debentures on a privateplacement basis

Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, deals with private placement of securities by a company. Subrule (2) of the said Rule 14 states that in case of an offer or invitation to subscribe for non-convertible debentures on private placement basis, the company shall obtain the previous approval of itsshareholders by means of a special resolution only once in a year for all the offers or invitations for such debentures during the year.

In order to augment long-term resources for financing, inter alia, the ongoing capital expenditure and for general corporate purposes, the Company may offer or invite subscription for secured / unsecured redeemable non-convertible debentures, in one or more series / tranches on private placement basis, issuable / redeemable at par.


To adopt new Articles of Association of theCompany containing regulations in conformitywith the Companies Act, 2013

The existing Articles of Association (AoA) of the Company are based on the Companies Act, 1956, and several regulations in the existing AoA containreferences to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Companies Act, 2013 (the Act).

With the coming into force of the Act, several regulations of the existing AoA of the Company require alteration or deletions in several articles.

Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles.

The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model articles of association for a company limited by shares.


for for To create Mortgage/charge etc

In view of the significant growth in the operations of the Company and in order to meet the requirement of working capital (including by way of non-fund based limits, such as limits for letter of credit and limits for bank guarantees), theCompany has sought the approval of shareholders to borrow over and above theaggregate of paid-up share capital and free reserves of the Company.It is considered necessary to pass an enabling resolution to authorise the Directors to create a mortgage and / or charge on the properties of the Company in favour of Banks, Financial Institutions, Trustees and Other Investors etc. for securing the requisite finances.

Since mortgaging and / or charging of the assets, properties and / or undertakings of the Company may be regarded as disposal thereof, consent of the members of the Company is sought under section 180(1)(a) of the Companies Act, 2013


for for

for for

Borrowing powers

The members of the Company at their Extra-ordinary General Meeting held on3rd January, 1994, approved by way of an Ordinary Resolution under section 293(1)(d) of the Companies Act, 1956, borrowings over and above the aggregate of paid-up share capital and free reserves of the Company, provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of ` 1,500 Crore (Rupees One Thousand Five Hundred Crore) only over and above of the aggregate of the paid-up capital of the Company and its free reserves.

Section 180(1)(c) of the Companies Act, 2013 effective from 12th September, 2013 requires that the Board of Directors shall not borrow money in excess of the Company’s paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, except with the consent of the members accorded by way of a special resolution.

It is, therefore, necessary for the members to pass a Special Resolution under section 180(1) (c) and other applicable provisions of the Companies Act,2013, as set out at Item No. 21 of the Notice, to enable to the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company. Approval of members is being sought to borrow money up to ` 1,500 Crore (Rupees One Thousand Five Hundred Crore) only, in excess of the aggregate of the paid-up share capital and free reserves ofthe Company.


To approve the remuneration of the CostAuditors for the financial year ending31st March, 2015

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2015

In accordance with the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 remuneration payable to the Cost Auditors has to be ratified by the members of the Company.



for for

for for

Coal India Limited

To receive and consider the Accounts for the year ended March 31, 2014, and the Reports of the Auditors andDirectors thereon.

The Company has earned total revenue Rs 16404.10 crore as on 31st March 2014 as compared to Rs 11,440.26 crore as on 31st March 2013


Net profit being Rs. 15,008.54 crore as on 31st March 2014 as compared to Rs 9794.32 crore as on 31st March 2013 .


To confirm payment of interim dividend as Dividend for the financial year.

We propose voting in favor of the resolution to conform payment of interim dividend as dividend for the financial year

To appoint a Director in the place of Dr A K Dubey, who retires by rotation and, being eligible, offershimself for re-appointment.

IAS Additional Secretary, Ministry of Coal, Government of India.Dr. A. K. Dubey belongs to Kerala cadre of IAS. He has held various positions in Government of Kerala and Government of India. He had been Secretary(Taxes), Secretary(Expenditure), Principal Secretary(Finance) and Principal Secretary (Forests and wild Life) in Government of Kerala. He has served as Joint Secretary in Cabinet Secretariat, Ministry of Panchayati Raj and Ministry of Tribal Affairs in Government of India. He had also served as Registrar, University of Delhi (a Central University). He occasionally writes on various administrative matters in professional journals. He assumed the additional charge of Chairman-Cum-managing Director of Coal India Limited w.e.f 26th June 2014(FN). Since the director has been deputed by GOI, it is in compliance with the provisions of the Companies act 2013, we may vote for the same.

for for Appointment of Dr. R N Trivedi as an Independent Director of the Company

The Board of the Company has appointed Dr R N Trivedi was appointed as additional director w.e.f 31st October 2013. He holds office upto the date of this AGM.

Dr. R N Trivedi holds a bachelor’s degree in technology from the Indian Institute of Technology, Kanpur and also holds a master’s degree in arts (economics), a doctorate in economics and a doctorate in science (agricultural economics) from CSJM University, Kanpur. Dr. Trivedi joined the Indian Administrative Services in 1972 and in the course of his career has held various significant posts such as Collector of Farrukhabad, Lakhimpur Kheri and Lucknow, Principal Secretary to the Government of Uttar Pradesh and Director General Training, Government of Uttar Pradesh. Dr. Trivedi was also the Managing Director of certain public sector undertakings such as, Uttar Pradesh Financial Corporation, Uttar Pradesh State Industrial Development Corporation and Uttar Pradesh Co-operative Spinning Mills Federation. Dr.Trivedi is an independent director in M/s. Frontier Springs Ltd., Kanpur.

Dr. R N Trivedi has 75% attendance in Board meetings. He holds directorships in on another company.

Further Dr Trivedi do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto 30th Oct 2016. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Shri Alok Perti as an Independent Director of the Company

The Board of the Company has appointed Mr. Alok Perti was appointed as additional director w.e.f 31st October 2013. He holds office upto the date of this AGM.

Mr. Alok Perti (61) holds bachelor’s degree in science and a master’s degree in physics from the University of Allahabad. Mr. Perti also holds master’s degree in social planning & policy in developing countries from London School of Economics, United Kingdom. He joined Indian Administrative Service in 1977 and has worked in various capacities with the Central Government and the Assam Government for several years.In Ministry of Coal, he worked as Addl. Secretary, Special Secretary and Secretary. He introduced GCV based grading and pricing system in the coal industry. He also notified the rules for introducing the procedure for allotment of coal blocks through the bidding route.In Ministry of Defence, he was the Joint Secretary in the Dept. of Defence Production. He was also the member secretary to Kelkar Committee set up by the Ministry of Defence to suggest modifications in the defence procurement procedures for introducing indigenous industry into defence production.In Ministry of Health and Welfare, he worked as Under Secretary, Deputy Secretary, Director and Joint Secretary. He worked as a consultant to WHO (World Health Organization) to prepare the project report for the second phase of the National Leprosy Elimination Programme for India. He also worked as a consultant to UNICEF in assisting the international team in authenticating the performance of Government of Bhutan in the expanded programme of Immunization.During the period he worked in the ministry of defence and coal, he was director on the Board of several Public sector Companies which included Coal India Limited, Bharat Dynamics Ltd, Mazagon Dock Ltd, Goa Shipyards Ltd., Garden Reach and Shipbuilding Engineers Ltd, Hindustan Aeronautics Ltd, Bharat Electronics Ltd and Neyveli Lignite Corporation Ltd.

On retirement he was appointed as part-time Chairman of the Expert Appraisal Committee of Ministry of Environment and Forest which is for Hydro-electric and river projects.

Mr. Alok Perti has 60% attendance in Board meetings. He holds directorships in 3 other companies.

for for Appointment of Shri C Balakrishnan as an Independent Director of the Company

The Board of the Company has appointed Shri C Balakrishnan was appointed as additional director w.e.f 19th December 2013. He holds office upto the date of this AGM.

Shri C. Balakrishnan retired as an I.A.S. Officer of the 1974 batch of the Himachal Pradesh cadre. He holds a Masters degree in Physics from Delhi University, a Masters in Business Administration from the University of Florida, USA, a Masters in Public Administration from Harvard University, USA and M.Phil in Public Administration from Punjab University.He has had a long and eventful career which culminated in the position of Secretary, Ministry of Coal, a post that he held from 1st December’2008 to 31st August’2011. During his tenure as Secretary (Coal):(a) Coal India Limited was awarded the coveted ‘Maharatna’ status and Neyveli Lignite Corporation Limited the ‘Navratna’ status. (b) Coal India Limited had issued the largest and highly successful IPO in India and (c) Numerous policy initiatives were put in place to improve coal availability to meet the requirement of various sectors of the economy.. He had earlier served as Addl. Secretary and Financial Advisor in Ministry of Shipping and Road Transport & Highways, Government of India from August’2005 to November’2008, Joint Secretary (Planning & UNESCO), Ministry of HRD, Govt. of India from January 2001 to August’2005. He also served in various capacities in the Government Departments and Public Sector Undertakings in the State of Himachal Pradesh. During his tenure as Addl. Secretary and Financial Advisor in the Ministry of Shipping and Road Transport & Highways, he was on the Board of Shipping Corporation of India, Irano Hind Shipping Company, Jawaharlal Nehru Port Trust and the Inland Waterways Authority of India.At present he is an Independent Director on the Boards at Bharat Earth Movers Limited(BEML), Neyveli Lignite Corporation Limited (NLC) and Swayambhu Natural Resources Limited(SNRL)

Shri C. Balakrishnan has 75% attendance in Board meetings. He holds directorships in 3 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further Shri C. Balakrishnan do not hold any pecuniary relationship with the

for for Appointment of Dr. Noor Mohammad as an Independent Director of the Company

The Board of the Company has appointed Dr. Noor Mohammad was appointed as additional director w.e.f 19th December 2013. He holds office upto the date of this AGM.

Dr. Noor Mohammad retired from the Indian Administrative Service on 31st July’2011 (Born on 30th July’1951). He held important positions like Secretary National Disaster Management Authority (Ministry of Home Affairs, Government of India), Member Secretary NCR Planning Board (Ministry of Urban Development, GoI), Chief Electrol Advisor UNDP Kabul, International Election Commissioner Afghanistan (2005 parliament Elections), Deputy Election Commissioner Election Commission of India and Chief Electoral Officer, Uttar Pradesh.He held several positions in UP state and Central PSUs as government nominee on the Board of Directors, MD and Chairman – the notable of them being UP State Corporations under the departments of Animal Husbandry and Fisheries and Department of Industries, Managing Director of UP Minorities Financial and Development Corporation; Managing Director and Chairman of UP Waqf Development Corporation; and Central Government nominee on the Board of Directors of Chennai Metro Rail Corporation (CMRL). At present he is an Independent Director on the Board of Directors of the National Mineral Development Corporation (NMDC) for the last nearly one year.

He has a PhD degree in Economics from Lucknow University and an MA degree in Economics from Kanpur University. He is also an MSc in Physics from AMU Aligarh and MSc in Administrative Sciences and Development Problems from University of Yord, UK. At present, he is working for India International Institute for Democracy and Election Management, Election Commission of India, New Delhi as a training and capacity building expert. He has to his credit, a number of gold medals in recognition to his excellence in studies.

His work took him to Europe, USA, Mexico, Australia, Africa and a number of Asian countries.

Dr. Noor Mohammad has 100% attendance in Board meetings. He holds directorships in 1 other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

for for Appointment of Shri Shri Prakash as an Independent Director of the Company

The Board of the Company has appointed Shri Shri Prakash was appointed as additional director w.e.f 06th February 2014. He holds office upto the date of this AGM.

Mr. Prakash joined TERI in July’2011 as Distinguished Fellow, after a long and distinguished service in Indian Railways. His association with TERI goes back to 2003-2004 as a Visiting Senior Fellow.His career with the Indian Railways spanned over 37 years where he held numerous key positions in different Zonal Railways and the Railway Board. Mr. Prakash retired as Member (Traffic), Indian Railway Board and Secretary to Government of India in December’2009. Upon retirement, he was appointed as Chairman, Standing High Powered Committee on Infrastructure Planning, Business Development and Project Monitoring on Indian Railways. During his tenure, the Committee prepared a comprehensive report on future strategies for Indian Railways.He has held several senior positions in Railwlay Board and Northern and Eastern Railways. Prior to becoming Member of Railway Board, he was General Manager of Northern Railway, one of the most prominent Railway of India, responsible for about 25 per cent of Passenger Traffic of Indian Railways. During his time at the Railway Board, he held the posts of Executive Director Tourism Transportation (M), Executive Director (Statistics & Economics) as well as Executive Director and Team Leader of Project for development of Long Range Decision Support System. He also managed implementation of FOIS on Indian Railwlays – a comprehensive system to manage Freight Train Operation on Indian Railways.As Member (Traffic), Mr. Prakash was Head of Traffic Department in Ministry of Railways and responsible for Commercial, Operating & Marketing functions and management of Freight and Passenger Business on Indian Railways. In addition, he also held supplementary assignments and was Chairman of various Public Sector Undertakings such as Container Corporation of India (CONCOR), Indian Railway Catering & Tourism Corporation Limited (IRCTC) and Pipavav Railway Corporation Limited (PRCL) and was also Chairman of the Executive Committee, Centre for Railway Information Systems (CRIS).Mr. Prakash has rich experience in working across Departments and his specializations include Operations, Planning, Information Technology and Safety besides General Management. He is a Post Graduate in Mathematics with M.B.A.

for for

for for

for for

Appointment of Prof Indranil Manna as an Independent Director of the Company

The Board of the Company has appointed Prof Indranil Manna was appointed as additional director w.e.f 06th February 2014. He holds office upto the date of this AGM.

Professor Manna, currently the Director of IIT Kanpur, is an academist and materials engineer with wide ranging research interests covering structure-property correlation and modeling in amorphous/nanometric metals and nano-composites, laser/plasma assisted surface engineered components, nano-fluid and ODS/bainitic steel. He teaches subjects related to Physical Metallurgy including phase transformation, characterization and surface engineering. Before moving to IIT Kanpur, he headed Central Glass and Ceramic Research Institute, a CSIR laboratory in Kolkata during 2010-2012. Earlier, he served at IIT Kharagpur for 25 years (1985-2010) including one year on leave at Nanyang Technological University in Singapore. He received his bachelor’s degree from B.E. College, Calcutta University (1983), master’s degree from IIT Kanpur (1984) and Ph.D from IIT Kharagpur (1990). While serving at IIT Kharagpur, he worked as a guest scientist in different renowned Institutions/Universities abroad like Max Planck Institute at Stuttgart, Technical University of Clausthal, Liverpool University, and University of Ulm. Prof Manna has over 250 journal publications, supervised 16 PhD thesis, completed over Rs 16 crore worth sponsored research at IIT-Kharagpur and received several awards including Humboldt and DAAD Fellowship, GD Birla Gold Medal of IIM, Platinum Jubilee Medal of ISCA, INSA Young Scientist Award, Young Metallurgist and Metallurgist of the Year. He was an INAE Distinguished Industry Professor (2007-09), President of the Materials Science Section of Indian Science Congress (2009-10) and INAE Visvesvarya Chair Professor (2009-11).He is a Fellow of INSA-New Delhi (FNA) INAE-New Delhi (FNAE), IAS-Bangalore (FASc), NASI-Allahabad (FNASc), and IIM, IE(I), EMSI, WAST. Currently, he is a J C Bose Fellow of DST (2012-17) and the Vice-President of the Indian Institute of Metals (2013-15). He has recently been elected an Academician (equivalent to Fellow) of the Asia Pacific Academy of Materials (APAM) in 2014 and selected to receive The World Academy of Sciences (TWAS) prize for engineering sciences in 2014.

Prof Indranil Manna has 100% attendance in Board meetings. He do not hold directorship in any company. The director is not being named in the

Appointment of Cost Auditors

It is proposed to appoint M/s Musib & Co as costauditors on a remuneration of Rs. 2,01,094/- plus travelling not exceeding 50 % of remuneration and taxes as applicable for the FY 2014-15. Since the appointment is in compliance with the provisions of the Companies act 2013 we may vote for the same.

Alteration of articles of Association

The Company proposes to adopt the new set of AOA in compliance with the provisions of the Companies act 2013 and Listing agreement Since it is in compliance with provisions of Companies act 2013 we may vote for the same

2/9/2014 PB Management Proposal for for TVS Motor Company Limited

Borrowing monies upto a limit of Rs.1500 Cr, in terms of Sections 180(1)(c) and 180(2) of the Act 2013

The members of the Company, through Postal ballot on 8th June 2009, approved, by way of ordinary resolution, a limit for exercisingthe powers of borrowing, by the board of directors (the board), for the business purpose of the Company, upto a sum not exceedingRs. 1250 Cr at any one time, in terms of Section 293(1)(d) of the Companies Act, 1956 (the Act 1956), notwithstanding that the money tobe borrowed together with the monies already borrowed by the Company may exceed the aggregate of its paid up share capital and free reserves apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business.

However, after the applicability of the provisions of new Section 180(1)(c) of the Companies Act, 2013 (the Act 2013) (corresponding to Section 293(1)(d) of the Act 1956), the Company is required to pass a special resolution for the aforesaid purpose.Ministry of Corporate Affairs (MCA) also clarified, vide its General Circular No.4/2014 dated 25th March 2014 about the need to passa special resolution within a period of one year from the date of notification of the said Section 180 of the Act 2013, even though theCompany has passed an ordinary resolution, as per the requirements of earlier provisions of the Act 1956.The existing aggregate of the paid up share capital and free reserves of the Company as of 31st March 2014 permit the board for exercisingthe powers to borrow money upto a limit of Rs. 1402 Cr.The board however decided to seek the consent of the members, by way of a special resolution, to comply with the regulatory requirements as explained above by fixing a revised limit of Rs.1500 Cr, which is marginally above the said permissible limit based on the latest audited accounts of the Company as at 31st March 2014, keeping in view the long term requirements of funds for future business plans.

Since the same is in the normal course of business, we may vote for the same.

for for creating a mortgage and/or charge in respect of all or any of the Company’s movable / immovable properties and fixed assetscomprising land, buildings, plant and machinery, both present and future, including a floating charge over the whole or any part ofthe undertaking of the Company for the purpose of securing such borrowings by the Company in the ordinary course of business,in terms of Section 180(1)(a) of the Act 2013.

The members of the Company, through Postal ballot on 8th June 2009, approved, by way of ordinary resolution, a limit for exercisingthe powers of borrowing, by the board of directors (the board), for the business purpose of the Company, upto a sum not exceedingRs. 1250 Cr at any one time, in terms of Section 293(1)(d) of the Companies Act, 1956 (the Act 1956), notwithstanding that the money tobe borrowed together with the monies already borrowed by the Company may exceed the aggregate of its paid up share capital and free reserves apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business.

However, after the applicability of the provisions of new Section 180(1)(c) of the Companies Act, 2013 (the Act 2013) (corresponding to Section 293(1)(d) of the Act 1956), the Company is required to pass a special resolution for the aforesaid purpose.

Ministry of Corporate Affairs (MCA) also clarified, vide its General Circular No.4/2014 dated 25th March 2014 about the need to passa special resolution within a period of one year from the date of notification of the said Section 180 of the Act 2013, even though theCompany has passed an ordinary resolution, as per the requirements of earlier provisions of the Act 1956.

The existing aggregate of the paid up share capital and free reserves of the Company as of 31st March 2014 permit the board for exercising the powers to borrow money upto a limit of Rs. 1402 Cr.

The board however decided to seek the consent of the members, by way of a special resolution, to comply with the regulatory requirements as explained above by fixing a revised limit of Rs.1500 Cr, which is marginally above the said permissible limit based on the latest audited accounts of the Company as at 31st March 2014, keeping in view the long term requirements of funds for future business plans.

Similarly, the board was also authorized to create mortgages and/or charges in such a manner, as the board may think fit, to secure suchborrowings, in terms of Section 293(1)(a) of the Act 1956, as may be insisted

11/9/2014 GAIL Limited AGM Management Proposal for for

for for

To receive, consider and adopt the AuditedBalance Sheet as at 31st March, 2014 and theStatement of Profit and Loss for the year endedon that date, the Report of the Directors andthe C&AG thereon.





To declare and sanction the payment ofFinal Dividend on equity shares and confirm payment of interim dividend of the Company for the financial year2013-14.

We propose voting in favor of payment of Dividend and confirmation of interim dividend.

for for

for for

To appoint a Director in place ofMr Prabhat Singh, whoretires from office by rotation and beingeligible, offers herself for re-appointment.

Shri Prabhat Singh, has taken over as Director (Marketing) of GAIL (India) Limited. Shri Singh is a Civil Engineer having graduated from the prestigious Indian Institute of Technology, Kanpur, and has around 29 years of experience of working in the Hydrocarbon Industry both in MNC and Public Sector Navratna PSUs at prominent positions.

Prior to joining GAIL as Director (Marketing), Shri Singh headed the Upstream Business Development and the Strategy Divisions in British Gas since April 2006.

During his earlier stint in GAIL, he headed GAIL's Exploration and Production Department as General Manager. He made a major contribution in the execution of world's longest exclusive LPG pipeline project from Jamnagar to Loni. The project was recognized by the Asian Development Bank as the "Best Managed Project" of the year. He was also instrumental in ushering in of the "Open Access Common Carrier Principle" in India which brought in a paradigm shift and contributed manifold in transitioning the pipeline transportation industry of the country into the matured industry that it is today. Shri Prabhat Singh also led "Project Parivartan" in GAIL - a highly human oriented change management initiative which put "people at the heart of corporate purpose" to address the changing business environment.

Before joining GAIL (India) Limited and serving the company for almost 20 years, Shri Singh had also served EIL and NTPC. Since it is in compliance with the provisions of the Companies act 2013 we may vote for the same.

To appoint a Director in place ofMr P K Singh, whoretires from office by rotation and beingeligible, offers herself for re-appointment.

Shri P.K. Singh is an IAS from Manipur-Tripura cadre (1993). He has done B.Tech, Electrical from IIT, Delhi and Masters in Public Policy and Sustainable Development from TERI.

During his career spanning over two decades, he has held various positions in state of Manipur and Tripura at District Level as well as State Secretariat level. As Dy. Secretary, in the Ministry of Steel, he was in-charge for Policy, WTO Matters, allocation of resources and steel development. He was also the Director (Refinery) and Director (Supply and Pricing) in Ministry of Petroleum and Natural Gas. Presently, he is Joint Secretary (International Cooperation and Gas), Ministry of Petroleum & Natural Gas, Government of India


for for

for for

To authorize Board of Directors of the Company to fix remuneration

The auditors of the Company are decided by the C&AG. The Companies act 2013 as well as C&AG allows fixation of remuneration by the Members of the Company. Further the members can also sub delegate the powers to the Board. the Company proposes that the members may authorize the Board to fix the remuneration of the Statutory Auditors as appointed by C & AG


To approve entering into framework agreement for 25 years with RGPPL

RGPPL is a JV between GAIL, NTPC, MSEB holding company and Indian Financial Institution for taking over and opeeerattting the Dabhol project

GAIL has entered into a framework agreement with RGPPL to utilize 80% capacity of 5 MMTPA LNG terminal which would facilitate GAIL to bring LNG cargoes at the Dabhol terminal.

Since it is a related party transaction, the said proposal requires approval of members. The act provide post facto approval if the same is obtained within 3 months of entering into the transactions.


for for

for for

for for

To appoint dr. Ashutosh Karnatak as Director in the Company

Dr. Ashutosh Karnatak is an M. Tech from IIT Delhi, an MBA in Finance and a Ph.D. from University of Petroleum & Energy Studies, Dehradun, Dr. Karnataka is presently pursuing Post-Doctorate in Business Administration on ‘Organizational Maturity in Project Management’ He is a multi-talented personality who has developed innovative techniques and authored books on varied subjects. He is a B Tech in Electrical Engineering from HBTI, Kanpur.

Prior to his appointment as Director (Projects), Dr. Karnatak served as Executive Director (Projects) in GAIL. During his rich career span of over 30 years, he has managed diverse infrastructure projects such as construction of cross country trunk pipelines like Dabhol – Bangalore, Dahej-Vijaipur, Dahej-Uran, Dabhol-Panvel, CGD networks in Mumbai, R-LNG terminal at Dabhol, and building projects like, LPG gas processing plant at Gandhar, besides spearheading wind and solar energy projects.

He has authored books on oil and gas sector (Asian Gas Grid – A critical analysis of its feasibility), project management (Project Management of Hydrocarbon Pipelines – A Journey) and self-development (Yes! You Can; Words Have Power). He is the proponent of the movement called PI-PI-CI (“Positive India – Projectised India – Competent India”). He has developed an innovative Project Monitoring and Controlling technique called ‘Arjuna – (MC4E2)ec’, and capability building model named ‘BeDoPhe’. Besides this, he has avid interest in astrology and is engaged in a number of social and developmental initiatives.

He has been nominated as director by the Preseident of India vide its letter dated 01st March 2014.


Remuneration to be paid to WTD and CMD

The Company being a Governement Company, remuneration of WTD and CMD are as decided by the President of India through Minstry of Petroleum and Natural gas,

Since proposal has been approved by the Remn and Nomn Committee and Board, it is in compliance with provisions of Companies act 2013 we may vote for the same

Appointment of cost auditors

The Proposal os to authorize Board of Directors of the Company to appoint Cost auditors and fix their remuneration


for for


for for

Issue of NCCB bonds through Private Placement

The Board of the Company has approved borrowing though issue of NCD upto Rs. 2000 crore and upto USD 750 million though FCCB.

As per Companies act 2013 the same requires approval of the members.


Petronet LNG Limited

To receive, consider and adopt Financial Statements and Report of Board of Directors and Auditors thereon for the financial year ended 31st March, 2014.

The Company has earned total revenue Rs 37,83,133 Lac as on 31st March 2014 as compared to Rs 31,55,614 Lac as on 31st March 2013

The Company has incurred total expenses Rs 36,77,681 Lacs as on 31st March 2014 as compared to Rs 29,83,586 Lacs as on 31st March 2013

Net profit being Rs. 71,192 Lacs as on 31st March 2014 as compared to Rs 1,14,928 Lacs as on 31st March 2013 .


To declare a dividend for the financial year ended 31st March, 2014.

We propose voting in favor of payment of Dividend for the Financial year 2013-14.

for for

for Against

To appoint a director in place of Shri B.C. Tripathi (DIN 01657366) who retires by rotation and being eligible offers himself for re-appointment

Shri B.C. Tripathi is a Chairman & Managing Director of GAIL (India) Ltd. and a Nominee Director of GAIL (India) Ltd. on the Board of Petronet LNG Ltd. He is a Mechanical Engineer Graduate from NIT Allahabad, formerly known as Moti Lal Nehru Regional Engineering College, Allahabad. He started his career in ONGC and subsequently joined GAIL in 1984. Shri Tripathi is one of the founder employee of GAIL and has worked under different capacities in different departments in GAIL. He was involved in the construction and commissioning of the HBJ pipeline Project, which received Silver Medal for Excellence in Project Management in the Mega Project Category from International Project Management Association, Germany.

Shri B.C. Tripathi holds NIL shares in the Company Since it is in compliance with the provisions of the Companies act 2013 we may vote for the same.

To appoint a director in place of Shri Tapan Ray (DIN 00728682) who retires by rotation and being eligible offers himself for re-appointment.

Shri Tapan Ray is the Managing Director of Gujarat State Petroleum Corporation Ltd (GSPCL). He is the Nominee Director of Gujarat Maritime Board/Govt. of Gujarat on the Board of Petronet LNG Ltd. Before joining the GSPCL in Nov., 2009, he was Principal Secretary (Economic Affairs), Finance Department. He is an IAS Officer, Gujarat (1982 Batch) and having a rich administrative and corporate experience. He also holds a degree in Engineering from IIT Delhi, a post graduate degree in public policy from Princeton University, USA, a Masters in Public Administration from Syracuse University, USA and a degree in law with various diplomas.Shri Tapan Ray holds NIL shares in the Company.

Shri Tapan Ray holds directorships in more than 10 Companies. The Director should consider limiting the number of Directoships so as to comply with the regulatory prescriptions

Since it is not in compliance with the provisions of the Companies act 2013 we may vote agsinst the same.

for for

for for

To appoint Statutory Auditors, fix their remuneration

The auditors of the Company are decided by the C&AG. The Companies act 2013 as well as C&AG allows fixation of remuneration by the Members of the Company. Further the members can also sub delegate the powers to the Board. the Company proposes that the members may authorize the Board to fix the remuneration of the Statutory Auditors as appointed by C & AG


To appoint Shri S. Varadarajan (DIN 00052928), Nominee Director of Bharat Petroleum Corporation Limited (BPCL) as director of the Company

Pursuant to the Article 113 A of the Articles of Association of the Company and in terms of Section 260 of the erstwhile Companies Act, 1956 (presently Section 161 of the Companies Act, 2013), Shri S. Varadarajan, Nominee Director of BPCL, was appointed as Additional Director w.e.f. 11th October, 2013 on the Board of the Company. Pursuant to provisions of Section 260 of the erstwhile Companies Act, 1956, he holds office as Director up to the date of this Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act, 2013, from a Shareholder proposing the name of Shri S. Varadarajan as Director of the Company

Shri S. Varadarajan is a Chairman & Managing Director of Bharat Petroleum Corporation Limited (BPCL) and a Nominee Director of BPCL on the Board of Petronet LNG Ltd. An Associate Member of the Institute of Chartered Accountants of India and the Institute of Cost Accountants of India, Shri S. Varadarajan has more than 30 years of experience in all aspects of the oil and gas industry, ranging from Finance and Marketing to Corporate Strategy and Planning. In addition, he enjoyed a stint as the Chief Financial Officer, Bharat Shell Limited (BSL).

As Director (Finance) of BPCL in 2011, he had the overall responsibility of the Finance function, Information Technology and Corporate Planning in the Corporation. The excellent performance of the Corporation in key areas of turnover, cash and net profits bears testimony to the stellar role he played in enhancing the financial health of the Company.


for for To appoint Shri D.K. Sarraf (DIN 00147870), Nominee Director of Oil and Natural Gas Corporation (ONGC) as director of the Company

Pursuant to the Article 113 A of the Articles of Association of the Company and in terms of section 260 of the erstwhile Companies Act, 1956 (presently Section 161 of the Companies Act, 2013), Shri D.K. Sarraf, Nominee Director of ONGC, was appointed as Additional Director w.e.f. 10th March, 2014 on the Board of the Company. Pursuant to provisions of Section 260 of the erstwhile Companies Act, 1956, he holds office as Director up to the date of this Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act, 2013, from a Shareholder proposing the name of Shri D. K. Sarraf as Director of the Company.

Shri D. K. Sarraf is the Chairman & Managing Director of Oil and Natural Gas Corporation Ltd (ONGC) and a Nominee Director of ONGC on the Board of Petronet LNG Ltd.Shri D. K. Sarraf graduated in Commerce from the prestigious Shri Ram College of Commerce, Delhi University and holds a post graduate degree in Commerce from the same University. He is an Associate Member of the Institute of Cost and Works Accountants of India and the Institute of Company Secretaries of India.

He has experience of over three decades in the oil and gas industry, having started his career in India’s second largest upstream oil company – Oil India Limited and worked there till 1991. He joined ONGC in 1991 and handled various key assignments at corporate offices and became Director (Finance) in 2007.In September 2011 Shri D.K. Sarraf was appointed as Managing Director of ONGC Videsh Ltd. (OVL). In March, 2014, he joins back ONGC once again and takes over as its Chairman & Managing Director.

In recognition of his excellence in financial management and contributions, he has been conferred with several accolades including the Best CFO Award in Oil & Gas sector in India by CNBC in 2009 and 2011.


for for To appoint Shri Saurabh Chandra (DIN 02726077) as director of the Company

Pursuant to the Article 113 A of the Articles of Association of the Company and in terms of section 260 of the erstwhile Companies Act, 1956 (presently Section 161 of the Companies Act, 2013), Shri Saurabh Chandra was appointed as Additional Director w.e.f. 25th March, 2014 on the Board of the Company. Pursuant to provisions of Section 260 of the erstwhile Companies Act, 1956, he holds office as Director up to the date of this Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act, 2013, from a Shareholder proposing the name of Shri Saurabh Chandra as Director of the Company

Shri Saurabh Chandra is presently posted as Secretary, Ministry of Petroleum & Natural Gas, Government of India.An officer of the Indian Administrative Service, belonging to the 1978 Batch, he is a Graduate in Electrical Engineering from the Indian Institute of Technology, Kanpur and holds a Diploma in Management. In a career spanning over 36 years, he worked in different capacities in various Ministries in Government of India, including as Secretary in the Department Industrial Policy & Promotion, Ministry of Commerce for two years.

Shri Chandra is a recipient of several awards for outstanding and praise-worthy service rendered during his service career.Shri Saurabh Chandra holds NIL shares in the Company


for for To appoint Shri Philip OLIVIER (DIN 06937286), Nominee Director of GDF International (GDFI) as director of the Company

Pursuant to the Article 113 A of the Articles of Association of the Company and in terms of Section 161 of the Companies Act, 2013, Shri Philip OLIVIER, Nominee Director of GDFI, was appointed as Additional Director w.e.f. 22nd April, 2014 on the Board of the Company. Pursuant to provisions of Section 161 of the Companies Act, 2013, he holds office as Director up to the date of this Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act, 2013, from a Shareholder proposing the name of Shri Philip Olivier as Director of the Company Shri Philip OLIVIER is the President of GDF Suez LNG and a Nominee Director of GDF International on the Board of Petronet LNG Limited.

Shri Philip OLIVIER holds Electromechanical and Nuclear Engineering Degrees as well as Management Degrees from Gent and Fontainebleau. He has over 25 years of experience in the electricity and gas industry.

The first twelve years of his career, he spent working for Electrabel holding various positions in electricity and gas distribution operations. Since 1995 he has worked for SUEZ Energy International, contributing to its expansion worldwide, predominantly in electricity and gas distribution and transportation. From 2002 to 2007 he held the position of Chief Business Developer at Suez Global LNG Ltd. In 2007 he was appointed to the position of President & CEO of Suez Global LNG.After the merger with Gaz de France, he became President of GDF SUEZ LNG, the business unit responsible for the management of all Group’s LNG supply and vessel chartering contracts, for optimization of the Group’s LNG portfolio, and for LNG business development including new markets, new supplies and investments in liquefaction plants.


for for

for for

To appoint Shri Arun Kumar Misra as independent director of the Company

Pursuant to the Article 113 A of the Articles of Association of the Company and in terms of Section 161 of the Companies Act, 2013, and Rules made thereunder read with Schedule IV of the Act, as per recommendation of the Nomination and Remuneration Committee, Shri Arun Kumar Misra was appointed as Additional Director w.e.f. 14th August, 2014 on the Board of the Company who meets the criteria for independence as provided in Section 149(6) of the Act. Pursuant to provisions of Section 161 of the Companies Act, 2013, he holds office as Director up to the date of this Annual General Meeting.

The Company has received a notice under Section 160 of the Companies Act, 2013, from a Shareholder proposing the name of Shri Arun Kumar Misra as Independent Director of the Company

Shri Arun Kumar Misra is a retired IAS officer of 1976 Batch (UP Cadre) having more than 38 years experience in the field of policy, planning and administration. During his tenure spanning more than three decades, he has served at various important position in the Central as well as State Government like Principal Secretary to Government of UP, Principal Advisor, Planning Commission, Secretary to Govt. of India, Ministry of Rural Development.

Shri Arun Kumar Misra retired on 28th February, 2014 from the position of Secretary to the Government of India, Ministry of Housing & Urban Poverty Alleviation.

Shri Arun Kumar Misra holds NIL shares in the Company.

Shri Arun Kumar Misra does not hold Directorship/Chairmanship in any other Company.


To appoint Cost auditors of the Company

M/s Sanjay Gupta & Associates, Cost Accountants (Regn. No. 000212), were appointed as the Cost Auditors of the Company by Board of Directors in its meeting held on 30th April, 2014 in terms of Section 148 of the Companies Act, 2013.

Further, in terms of the provisions of Rule 14 (a) (ii) of Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors were recommended by the Audit Committee and approved by the Board of Directors and are to be ratified by the Shareholders.

for for


To increase number of Directors from 16 to 18

In terms of provisions of Section 149 of Companies Act, 2013 and also in terms of provisions of Clause 49 of Listing Agreement, every listed public company shall have at least one third of the total number of Directors as Independent Directors, in case the Chairman is Non Executive Director. The Chairman of the Company is a Non Executive Director, hence, one third of the total number of Directors has to be Independent Directors.

Further, the definition of Independent Director has been changed under Companies Act, 2013. As per revised definition of Independent Director in relation to a Company means a Director other than a Managing Director, Whole time Director or a Nominee Director. In view of the revised definition of Independent Directors as stated above, Nominee Director of lenders or any Director nominated by any financial institution in pursuance of provisions of any law for the time being in force, or of any agreement, or appointed by any government or any other person to represent its interest will not be considered as Independent Director(s).

In order to appoint additional Independent Director(s) to comply with the provisions of Companies Act, 2013 and Clause 49 of Listing Agreement, it is proposed to alter the Articles of Association of the Company to increase the maximum number of Directors from present 16 Directors to 18 Directors with the approval of the Members of the Company by way of Special Resolution.

Hindalco Industries Limited

Consideration and adoption of the AuditedBalance Sheet as at 31st March, 2014 andProfit and Loss Account for the year ended onthat date, the Report of the Directors’ and theAuditors’ thereon.

The Company has earned total revenue Rs 28975.35 crore as on 31st March, 2014 as compared to Rs 27040.02 crore as on 31st March, 2013.

The Company has incurred total expenses Rs 26893.99 crore as on 31st March, 2014 as compared to Rs 24993.39 crore as on 31st March, 2013


No major disqualification has been made in the Auditor’s report. We propose to vote for the resolution

for for

for for

Declaration and sanction the payment ofDividend on equity shares of the Company forthe financial year 2013-2014.


Appointment of a Director in place of Smt.Rajashree Birla (DIN: 00022995), who retiresfrom office by rotation and being eligible, offersherself for reappointment.

As per the provisions of Section 152 of the Companies Act, 2013, one third of such Directors for the time being as are liable to retire by rotation are required to retire at the Annual General Meeting.Smt. Rajashree Birla (holding DIN: 00022995), has the qualification of B.A.

She has less than 50% attendance in Board meetings.She holds directorship in 6 other companies. As a matter of good Corporate Governance she should maintain atleast 50% attendance in the Board meetings. The director is not being named in the defualter’s list of RBI or prosecution list of MCA.

Further, Smt. Rajashree Birla does not hold any pecuniary relationship with the Company except that Mr. Kumar Mangalam Birla and Mrs. Rajashree Birla,who are son & mother respectively.

Since appointment is not in compliance with provisions of Companies act 2013, we may vote against the same.

for for

for for

Appointment of a Director in place of Mr. A.K.Agarwala (DIN: 00023684), who retires fromoffice by rotation and being eligible, offershimself for reappointment.

As per the provisions of Section 152 of the Companies Act, 2013, one third of such Directors for the time being as are liable to retire by rotation are required to retire at the Annual General Meeting.Mr. A. K Agarwal(holding DIN:00023684) has expertise in the field of finance and has the following qualifications namely B.Com, F.C.A and LL.B.

He has 80% attendance in Board meetings.He holds directorship in 6 other companies.The director is not being named in the defualter’s list of RBI or prosecution list of MCA.

Further, Mr. A K Agarwal does not hold any pecuniary relationship with the company.

Since appointment is in compliance with provisions of Companies act 2013, we propose to vote for the same.

Appointment of Auditors Messrs Singhi & Company (Registration No.302049E), Chartered Accountants, Kolkata, of the Company

pursuant to the provisions of Section 139 and other applicable provisions,if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules 2014.The company proposes to appoint Messers Singhi & Company, auditors liable to retirement, for a period of 3 years commencing from the conclusion of the AGM to be held on 24 september, 2014(being the 55th AGM) until the conclusion of the Fifty Eighth Annual General Meeting of the Company to be heldin the calendar year 2017.

Since the appointment is in conformity with the Companies act, 2013 and other applicable provisions.

We propose to vote for the same.

for for Appointment of Mr. M.M. Bhagat (DIN: 00006245)as an Independent Director

Pursuant to the provisions of Section 149,152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the Companies(Appointment and Qualification of Directors) Rules,2014 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Mr. M M Bhagat(holding DIN:00006245), has expertise as an Insurance Consultant and holds the following qualifications namely BCom,A.C.I.I(London), A.I.I.I. Passed Part- I of Fellowship Exams of Chartered Insurance Institute,London, Passed Intermediate Exam of Chartered Instituteof Secretary, London.

He has 100% attendance in Board meetings. He holds directorships in 4 other company.

The tenure proposed herewith is for a term upto five years.

The director is not being named in the defualter’s list of RBI or prosecution list of MCA.

Further, Mr Bhagat does not hold any pecuniary relationship with the Company. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for AgainstAppointment of Mr. Ram Charan (DIN: 03464530)as an Independent Director


Mr. Ram Charan (holding DIN: 03464530), is a management consultant and has the qualifications of Engineer, MBA and Doctorate from Harvard Business School.

He has less than 50% attendance in Board meetings. As a good corporate governance practice Mr. Ram should ensure maintaining more than 75% attendance at meetings. However it is to be noted that Mr. Ram has not attended meeting through video conferencing also. Alternatively he being an NRI may appoint an alternate Director so as to ensure compliance. He does not hold directorship in any other companies.

The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Ram does not hold any pecuniary relationship with the Company.

The tenure proposed herewith is for a period of five years. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.

The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.Since the appointment is not in conformity with the provisions of the Companies Act 2013, we propose to vote against the same.

for for Appointment of Mr. K. N. Bhandari (DIN: 00026078)as an Independent Director


Mr.K N Bhandari(holding DIN:00026078), has expertise in the field of Insurance and holda the qualification of B.A.LL.B.He has 100% attendance in Board meetings and holds directorships in 11 other companies.

The tenure proposed herewith is for a period of five years.

He has 100% attendance in Board meetings. He holds directorships in 9 other companies.


Further, Mr. Bhandari does not hold any pecuniary relationship with the Company.


The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.Since the appointment is in conformity with the provisions of the Companies Act 2013, we propose to vote for the same.

for for Appointment of Mr. N.J. Jhaveri (DIN: 00198912)as an Independent Director


Mr. N J Jhaveri (holding DIN: 00198912), is an Insurance Consultant and holds the qualification of M.A. (Economics) M.Sc. (Economics) –London School of Economics.

He has 100% attendance in Board meetings and holds directorship in 6 other companies.



Further, Mr. N J Jhaveri does not hold any pecuniary relationship with the Company.


The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.Since appointment is in compliance with provisions of Companies act 2013, we propose to vote for the same.

for for

for for

Appointment Mr. Jagdish Khattar (DIN:00013496) as an Independent Director

Pursuant to the provisions of Section 149,152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the Companies(Appointment and Qualification of Directors) Rules,2014 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.Mr. Jagdish (holding DIN: 00013496), has retired from IAS and holds the qualification of BA (Hons), LL.B.

He has 80% attendance in Board meetings and holds directorship in 2 other companies.



Further, Mr. Khattar does not hold any pecuniary relationship with the Company.


The position in this regard has been clarified by the MCA vide its circular no 14/2014 dated 09th June 2014.Since appointment is in compliance with provisions of Companies act 2013, we propose to vote for the same.

Ratification of remuneration of the Cost Auditors M/s Nanabhoy & Co.for the financial year ending 31st March, 2015

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s Nanabhoy & Co, Cost Accountants, Mumbai, amounting to Rs. 9 Lakhs plus service tax including cess as applicable and reimbursement of actual travel and out-of-pocket expenses, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2015.


for for

for for

Adoption of new Articles of Association

The Company had previously adopted its Articles of Association (“AoA”) under the Companies Act 1956, which contain references to specific Sectionsof the Companies Act, 1956.

With the enactment of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration and/or deletion. Given this position, it is considered expedient to replace the existing AoA with a new AoA.


Modification/amendment of the Special Resolution for the re-appointment of Mr. D.Bhattacharya (DIN: 00033553) as theManaging Director of the Company, so as tomake him a director liable to retire by rotation.

As per Section 152 of the Companies Act, 2013, at least two-thirds of the total number of Directors (excluding independent directors) of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, since the Company has five non-independent directors, at least four directors (being more than two thirds of the number of non-independent directors) will have to be liable to retire by rotation. As per provisions of Section 149(13) of the Companies Act, 2013, independentdirectors are not liable to retire by rotation.

To comply with the provisions of Section 152 of the Companies Act, 2013, the Managing Director and Whole time Director are proposed to be madedirectors whose period of office is liable to determination by retirement of directors by rotation.

As per Article 163 of the Articles of Association of the Company, Managing Director is not liable to retire by rotation. The restated Articles seeks to amend this provision, and as such, the resolution to make the Managing Director a director subject to retiral by rotation is subject to the adoption ofthe restated Articles .

Since it is in conformity with the provisions of the Companies act , 2013, we propose to vote for the same.

for for Modification/amendment of the Special Resolutionpassed for the appointment of Mr. SatishPai (DIN: 06646758) as the Whole time Directorof the Company, so as to make him a directorliable to retire by rotation.

As per Section 152 of the Companies Act, 2013, at least two-thirds of the total number of Directors (excluding independent directors) of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, since the Company has five non-independent directors, at least four directors (being more than two thirds of the number of non-independent directors) will have to be liable to retire by rotation. As per provisions of Section 149(13) of the Companies Act, 2013, independentdirectors are not liable to retire by rotation.

To comply with the provisions of Section 152 of the Companies Act, 2013, the Managing Director and Whole time Director are proposed to be madedirectors whose period of office is liable to determination by retirement of directors by rotation.

As per Article 163 of the Articles of Association of the Company, Managing Director is not liable to retire by rotation. The restated Articles seeks to amend this provision, and as such, the resolution to make the Managing Director a director subject to retiral by rotation is subject to the adoption ofthe restated Articles .

Since it is in conformity with the provisions of the Companies Act, 2013, we may propose to vote for the same.

for for Payment of commission to non executivedirectors

Section 197 of the Companies Act, 2013 provides for payment of remuneration to the Directors who are neither Managing Directors nor Wholetime Directors (that is non-executive directors) for an amount not exceeding in aggregate of one percent of the net profits of the Company. The Board of Directors of the Company, subject to the approval of Members of the Company, may propose to remunerate the non-executive directors (i.e. directors other than the Managing Director and the Wholetime Directors) for an amount not exceeding in aggregate of one percent of the net profits of the Company for each financial year, as computed in the manner laid down in Section 198 of the Act. The said remuneration to Non-Executive Directors, if paid, shall be in addition to the sitting fee payable to them for attending meetings of the Board and Committees thereof.

The Company has paid disproportionate commissions to non executive Directors during the year 2013-14. The Company has not specified any reasons for the same. The Company should consider specifying suitable reasons for payment of dis proportionate commission to non executive directors.

Since the proposal is in compliance with the provisions of Companies act 2013, we may vote for the same.

for for Approval for offer or invitation to subscribeto Non-Convertible Debentures on a privateplacement basis

In order to augment resources for inter alia, the ongoing capital expenditure and/or refinancing/ repayment/prepayment of existing loans/ debentures and/or for general corporate purposes, the Company may offer or invite subscription forsecured / unsecured redeemable NCDs, in one or more series / tranches on private placement, issuable / redeemable at par/discount/premium

In order to augment resources for inter alia, the ongoing capital expenditure and/or refinancing/ repayment/prepayment of existing loans/debentures and/or for general corporate purposes, the Company may offer or invite subscription forsecured / unsecured redeemable NCDs, in one or more series / tranches on private placement, issuable / redeemable at par/discount/premium

This resolution enables the Board of Directors of the Company (which term shallinclude any Committee of the Board) to offer or invite subscription for non-convertible debentures, on such terms and conditions, including the issueprice of the NCDs, upto an amount not exceeding ` 6000 Crores(Rupees Six Thousand Crores), from time to time until September 23,2015.

Since the proposal is in the normal course of business and in compliance with the provisions of the Companies act 2013, we may vote for the same.

for for Approval for transactions with Birla Nifty Pty Ltdand Birla Mt Gordon Pty Ltd

The transactions with the related parties are at arm’s length and in its ordinarycourse of business. However as per SEBI circular all related party transactions shall require prior approval of the Audit Committee and all material transactions with related party shall require approval of the Shareholders of the Company through special resolution and the related parties shall abstain from voting on such resolutions.

Birla Nifty Pty Limited “Nifty” and Birla Mt Gordon Pty Limited “Mt Gordon” are second tier subsidiaries of the Company. Nifty and Mt Gordon are the subsidiaries of Aditya Birla Minerals Limited, Listed subsidiary company incorporated in Australia in which Hindalco holds 51% of the total share capital.

The Company purchases Copper Concentrate from Nifty and Mt Gordon. The Company enters into commercial transactions with Nifty and Mt Gordon on an ongoing basis at arm’s length. The Audit Committee has approved related party transactions which were placed before it in its meeting held on 14th August,2014, including the transactions with Nifty and Mt Gordon, and the Audit Committee has noted that these transactions are in the ordinary course ofbusiness & are at arm’s length. Since the transactions with Nifty and Mt Gordon, though in the ordinary course of business and at arm’s length, qualify as a material transaction as defined by the SEBI circular, it is proposed for the approval of themembers by way of special resolution.

The particulars of the transaction are as under:a. Name of the related parties:A. Birla Nifty Pty LtdB. Birla Mt Gordon Pty Ltd

b. Nature of relationship- Birla Nifty Pty Ltd and Birla Mt Gordon Pty Ltd are second tier subsidiaries of the Company. Nifty and Mt Gordon are the subsidiaries of Aditya Birla Minerals Limited, a listed subsidiary companyincorporated in Australia in which Hindalco holds 51% of the total share capital.

for for Approval for the transactions with Utkal AluminaInternational Limited for purchase of alumina

Utkal Alumina International Limited (“UAIL”),being a wholly owned subsidiary of the Company, is a ‘related party’ within the meaning of Section2(76) of the Companies Act, 2013 (“the Act”). The Company has entered into a long term contract with UAIL for purchase of alumina which is acommercial transaction in the ordinary course of its business. While the key terms are covered in the contract, certain specific terms are subject tonegotiations and are captured in the form of separate Memoranda. The Audit Committee has approved related party transactions which were placed before it in its meeting held on 14th August, 2014, including the transaction with UAIL.Although the management believes that transactions under this contract are on an arm’s length basis, shareholders’ approval is sought under the relevant provisions of the Act by way of abundant caution.

Further, it qualifies as a material transaction underRevised Clause 49 of the Listing Agreement and accordingly, shareholders’ approval is also sought under the same.The particulars of the contract are as under.a. Name of the related party: Utkal Alumina International Limited

b. Nature of relationship- Utkal Alumina International Limited is a wholly ownedsubsidiary of the Company.

c. Nature of contract: Long Term Contract for purchase of alumina.

d. Material Terms and Particulars of the contract:1. The Company has undertaken to purchase from UAIL its entire productionof Alumina.

2. UAIL will have the option to sell Alumina to third parties after meeting theCompany’s requirements.

3. Price of alumina in USD/ton shall be the simple average of daily closing pricesquoted on the Metal Bulletin Alumina Price Index of the previous calendar quarter

for for Approval for the transactions with Utkal AluminaInternational Limited for issuance of CorporateGuarantees

The Company has issued corporate guarantees to supportUtkal Alumina International Limited (“UAIL”).

a. Name of the related party: Utkal Alumina International Limited

b. Nature of relationship - Utkal Alumina International Limited is a wholly ownedsubsidiary of the Company.

c. Nature of transaction: Corporate Guarantees

d. Material Terms and Particulars of thetransaction:1. The Company has issued three corporate guarantees amounting to ` 5000 croresin support of UAIL for availing term loan facility from banks to refinance its existing term loans.2. The Company has issued various corporate guarantees amounting to ` 13.99 crores in support of UAIL in favour of the President of India, acting throughthe Commissioner of Customs for importing capital goods on concessionalcustom duty under Export Promotion Capital Goods (EPCG) Scheme.

3. No fee will be charged by the Company for issuance of the corporate guarantees.

e. Monetary value- estimated value of transaction: `5000 Crores for availing the term loan and ` 13.99 Crores under the EPCG Scheme

Utkal Alumina International Limited, have started operations during the year and are in the process of ramp up.

Since the debt equity ratio is in a comfortable position, we propose to vote for the same.

for for Approval for borrowing money(ies) for thebusiness of the Company

The members of the Company at the 52nd Annual General Meeting held on 23rd September, 2011, authorized the Board of Directors pursuant to Section 293 (1) (d) of the Companies Act, 1956 to borrow, from time to time, for and on behalf of the Company and for the purpose of its business, sums not exceeding in the aggregate, ` 20,000 Crores (Rupees Twenty Thousand Crores only) over andabove the aggregate of the Company’s Paid Up Capital and Free Reserves and at the 53rd Annual General Meeting held on 11th September, 2012, authorized the Board of Directors pursuant to Section 293(1)(a) of the Companies Act, 1956 tocreate charge on moveable and/or immoveable properties of the Company as security in favour of lending agencies, an aggregate amount not exceeding ` 20,000 Crores (Rupees Twenty Thousand Crores only) over and above theaggregate of the Company’s Paid Up Capital and Free Reserves.

In terms of the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 (“the Act”), which were made effective from 12th September,2013, the above power can be exercised by the Board only with the consent of the Members obtained by way of a special resolution.

Further, in terms of the circular no. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs (“MCA”), the ordinary resolution passed under erstwhile Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remainvalid for a period of one year from the date of notification of Section 180 of the Act i.e. upto 11th September, 2014.

It is necessary to obtain fresh approval of the Members by means of a Special Resolution, to enable the Board to borrow money(ies), apart fromtemporary loans obtained from the Company’s bankers in the ordinary course of business, in excess of the paid-up share capital and free reserves of the Company and to create charge / mortgage / pledge / hypothecate on the Company’sproperties, both present and future,in favour of the Lender(s), Agent(s) and Trustee(s).

Since it is in the normal course of business and in compliance with the

for for Approval for creation of security on theproperties of the Company, both present andfuture

The members of the Company at the 52nd Annual General Meeting held on 23rd September, 2011, authorized the Board of Directors pursuant to Section 293 (1) (d) of the Companies Act, 1956 to borrow, from time to time, for and on behalf of the Company and for the purpose of its business, sums not exceeding in the aggregate, ` 20,000 Crores (Rupees Twenty Thousand Crores only) over andabove the aggregate of the Company’s Paid Up Capital and Free Reserves and at the 53rd Annual General Meeting held on 11th September, 2012, authorized the Board of Directors pursuant to Section 293(1)(a) of the Companies Act, 1956 tocreate charge on moveable and/or immoveable properties of the Company as security in favour of lending agencies, an aggregate amount not exceeding ` 20,000 Crores (Rupees Twenty Thousand Crores only) over and above theaggregate of the Company’s Paid Up Capital and Free Reserves.

In terms of the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 (“the Act”), which were made effective from 12th September,2013, the above power can be exercised by the Board only with the consent of the Members obtained by way of a special resolution.

Further, in terms of the circular no. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs (“MCA”), the ordinary resolution passed under erstwhile Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remainvalid for a period of one year from the date of notification of Section 180 of the Act i.e. upto 11th September, 2014.

It is necessary to obtain fresh approval of the Members by means of a Special Resolution, to enable the Board to borrow money(ies), apart fromtemporary loans obtained from the Company’s bankers in the ordinary course of business, in excess of the paid-up share capital and free reserves of the Company and to create charge / mortgage / pledge / hypothecate on the Company’sproperties, both present and future,in favour of the Lender(s), Agent(s) and Trustee(s).

Since it is in the normal course of business and in compliance with the

18/09/2014 PB Management Proposal for for Hero Motor Corp

Increase in Shareholding limit for Foreign Institutional Investors (FIIs) from 40% upto an aggregate limit of 49% of the paid-up equity share capital of the Company

In terms of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, the Foreign Institutional Investors (FIIs)/ SEBI approved sub-accounts of FIIs can, in aggregate, hold upto 24% of paid-up capital of the Company. However in the year 2003 the members by passing a Special Resolution enhanced the same to 40% subject to the necessary approvals. Now as per the Regulations the limit of 40% may be increased upto the sectoral cap/ statutory ceiling, as applicable, by the Company concerned by passing a Resolution by its Board of Directors followed by passing of a Special Resolution to that effect by the members.Present holding of FIIs in Hero MotoCorp Limited is about 34% of paid up capital and the same has shown an increasing trend. To make more space for FIIs to invest in the equity of the Company, it is proposed to increase the present limit of FII shareholding in the company from 40% upto an aggregate limit of 49% of paid up equity share capital of the Company in one or more tranches as may be deemed fit by the Board of Directors.

Since the same is in the normal course of business, we may vote for the same.

for for Approval of Employees Incentive Scheme 2014

The Board of Directors (“Board”) of your Company have decided to introduce new Employee Incentive Scheme namely Employees Incentive Scheme 2014 – Options & Restricted Stock Units (“Employee Incentive Scheme 2014” or “the Scheme”) in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereafter referred to as “SEBI Guidelines”) with the objective to attract, retain and motivate employees as well as to reward employees for their performance and association with the Company and motivate them to contribute to the growth and profitability of the Company. The Employee Incentive Scheme 2014 will enable the Company to align Employee’s goals and interests with those of the Company and its shareholders and to not only to retain best talents but also enable the employees to develop a sense of ownership with the organization.The new Employee Incentive Scheme 2014 will be in furtherance to the existing “Employee Stock Option Plan 2012 Scheme” under which the Company had earlier resolved to issue Options to the employees exercisable into not more than 20,00,000 (twenty lacs) Equity Shares of the Company with each such Option conferring a right upon the employee to apply for 1 (one) equity Share of the Company in accordance with the terms and conditions of the said scheme.The Options and RSUs shares will be granted with flexibility in terms of Vesting Period, Vesting Schedule, Exercise Period, Exercise Price etc. and that the total number of Options already granted under the Employee Stock Option Plan 2012 Scheme and that the total number of Options and, RSUs to be granted under the new Employee Incentive Scheme 2014 shall not exceed 2.5% of the issued and paid up equity share capital of the Company at all times (which shall be adjusted in lieu of adjustments/re-organisation of capital structure of the Company from time to time).Clause 6.1 of SEBI Guidelines requires the approval of the Company’s Shareholders by means of a Special Resolution for offer of shares to employees of the Company under any Employee Stock Option Scheme by whatever name called.

Total number of Options/ RSUs to be grantedThe aggregate number of Options and/or Restricted Stock Units (RSUs) to be granted under the said Employee Incentive Scheme 2014

18/09/2014 PB Management Proposal for for Godrej Consumer Products Limited

Appointment of Prof. Bala Balachandran as Independent Director

Pursuant to the provisions of Section 149 of the Companies Act, 2013 which came into effect from April 1, 2014, every listed company is required to have atleast one third of its total number of Directors as Independent Directors. In terms of clause 49 of the Listing Agreement with the stock exchanges, in case the Chairman is an executive director, at least half of the Board should comprise of Independent Directors.

Bala Balachandran began his teaching career in 1960 while a graduate student at Annamalai University, India. In 1967, he moved to the University of Dayton and in 1971, to Carnegie-Mellon University, Pittsburgh, where he taught management courses while working on his doctorate. In 1973, he joined the Kellogg Graduate School of Management faculty. From 1979-83, he chaired the Department of Accounting and Information Systems and Decision Sciences. He is also Director of the Accounting Research Center.

Professor Balachandran’s teaching interests include managerial accounting, auditing, management information systems, and mathematical programming.He is one of three Kellogg faculty members who started the Information Resource Management Program (IRM) at Northwestern in 1974. He has authored more than 55 research articles and is currently writing a managerial accounting textbook with emphasis on cost management in an automated manufacturing environment. He is department editor in accounting for Management Science, associate editor for The Accounting Review and on the editorial boards of Contemporary Accounting Research, and the Journal of Accounting, Auditing and Finance.

Professor Balachandran’s research deals with performance evaluation, cost management, audit planning, allocation models, and forecasting.

His recent work includes auditors’ legal liability and game theoretic cost allocation models with transfer pricing. His work has earned numerous scholastic honors, awards, and fellowships, and he serves as a consultant to senior management in industry, as well as to the U.S. Air Force, in the areas of accounting, forecasting, and strategic decision support systems. He has provided executive education for various companies and the government and is the Program Director for “Managing Cost Information for Effective Strategic Decisions”, a 3-day programme conducted at the James L. Allen Center each

for for Appointment of Mr. Bharat Doshi as Independent Director


Mr. Bharat Doshi joined Mahindra & Mahindra in 1973 as an Executive and was elevated to its Board as Executive Director in 1992. In November 2013, he transited from his position as Executive Director & Group CFO to Non-Executive Director. He is the Chairman of Mahindra & Mahindra Financial Services Limited and Mahindra Intertrade Limited. He is also Director of some of the companies in the Mahindra Group. He is an Independent Director of NSE.IT.Mr. Doshi is a Trustee of the Mahindra Foundation and the K.C. Mahindra Education Trust. He is also on the Board of Governors of The Mahindra United World College of India and the Board of Governors of Indian Institute of Management, Tiruchirappalli (Trichy). He is a Director on the Board of Indian Council on Global Relations. He was a Member of Reserve Bank of India (RBI) constituted Working Group to examine a range of emerging issues pertaining to regulation of the NBFC (Non-Banking Financial Companies) sector.He was adjudged “India’s Best CFO” by the leading business fortnightly Business Today (India Today Group Publication) in April 2005. He was also conferred the CFO of the Year Award for financial excellence by IMA India, an associate of The Economist Group, in December 2005. In November 2007, he was honoured with the CNBC CFO of the Year Award. In March 2011, he was inducted by CFO India as a Founding Member to the CFO Hall of Fame in recognition of an exemplary career and a lifetime of contribution to the field of Finance. In February 2013, Mr. Doshi was awarded the CA Business Achiever - Corporate award for his exceptional performance and achievements in the sphere of business.

Mr. Doshi has 100% attendance in Board meetings. He holds directorship in 12 other companies. Further Mr. Doshi do not hold any pecuniary relationship with the Company.

for for Appointment of Dr. Omkar Goswami as Independent Director


Dr. Omkar Goswami is the Founder and Chairman of CERG Advisory Private Limited. CERG is the acronym for the Corporate and Economic Research Group. Its objectives are to use Indian as well as international resources to provide best in class:• Corporate advisory and consulting services for companies and industries in India & abroad.• Research and analytics on markets, industries and businesses.• Economic and policy analysis of different markets,regions, countries, industries, as well astrade, monetary, fiscal and exchange rate regimes.• Strategic profiling of countries, regions and international institutions for clients.• Research, surveys and analytical work for governments, companies, banks, investors, international multilateral institutions and NGOs.• International and national workshops, conferences and roundtables on focussed policy areas.

Dr. Omkar Goswami has 100% attendance in Board meetings. He holds directorship in 12 other companies. Further Dr. Omkar Goswami do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA


for for Appointment of Mr. Aman Mehta as Independent Director


Mr. Aman Mehta has over 35 years of experience in various positions with the HSBC Group, He was the Chairman and Chief Executive Officer of HSBC USA Inc., the New York-based arm of HSBC Holdings plc. which oversaw HSBC group companies in the Americas, before being appointed as Deputy Chairman of HSBC Bank Middle East, based in Dubai with responsibility for the Group’s operations in the Middle East region. He was re-appointed as General Manager International of the Hong Kong and Shanghai Banking Corporation in February 1998, Executive Director International in May 1998 and Chief Executive Officer in January 1999. He also became Chairman of HSBC Bank Malaysia Berhad on January 1, 1999 and a Director of HSBC Bank Australia Limited.

Mr. Aman Mehta has 100% attendance in Board meetings. He holds directorship in 7 other companies. Further Mr. Aman Mehta do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA




for for Appointment of Mr. D. Shivakumar as Independent Director


Mr. Shivakumar, or Shiv as he is popularly known, is Chairman and CEO of PepsiCo India Holdings Pvt. Ltd. Before Pepsico, he was with Nokia for eight years, running India and then the Emerging Markets operations.Shiv is a Marketer and CEO. He has run over 34 brands in his career across Unilever, Philips and Nokia. He is a growth manager, having grown every brand and geography he has managed through Innovation, new business models and eco system partnerships. Shiv is a good coach and invests time and energy in growing people. He writes regularly for the business press on emerging markets, on brands, on consumers and leadership, followership. He also teaches in Business schools across the world.Shiv has been awarded many times over for Marketing, for leadership and for turning around businesses. The one that’s dear to his heart is the “Most Distinguished Alumnus award” from his alma mater IIM Calcutta bestowed on him in 2011.He was one amongst nine to get the Most Distinguished Alumnus award in the first 50 years of IIM Calcutta.Shiv’s pioneering work in telecom has become case studies in Harvard, Ivy and ISB.

Mr. Shivakumar has 100% attendance in Board meetings. He holds directorship in 1 other companies. Further Mr. Shivakumar do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto 25th September 2019. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure

for for Appointment of Ms. Ireena Vittal as Independent Director


Ms. Ireena Vittal is recognised as a thought partner to global and local consumer-facing companies, eager to build large-scale profitable businesses in emerging markets. With a perspective across both developed and emerging markets, she helps companies define dynamic growth portfolios, assemble effective local top teams, and re-craft business models. She has also served governments and foundations to design and implement solutions core to India’s development, such as sustainable rural growth and inclusive urban development.She was a founding member of the McKinsey Global Emerging Markets Practice and of the Economic Development Practice. She is also a much valued counsellor to leaders, who seek her practical judgment and empathetic coaching in an always evolving, often tough market.Ms. Ireena Vittal graduated in electronics and has an MBA from the Indian Institute of Management, Calcutta

Ms. Ireena Vittal has 100% attendance in Board meetings. He holds directorship in 4 other companies. Further Ms. Ireena Vittal do not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA



for for Adoption of new Articles of Association of the Company incorporating provisions of Companies Act, 2013

The existing Articles of Association (AoA) of the Company is based on the provisions of the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956. With the enactment of the Companies Act, 2013, several clauses of the existing AoA of the Company requires alteration and/or deletion. Given this position, it is considered expedient to replace the existing AoA with a new AoA.The new AoA to be substituted in place of the existing AoA inter alia incorporates various provisions and Table F of Schedule I of the Companies Act, 2013, which sets out the model AoA for a Company limited by shares. and also carries forward certain provisions from the existing Articles of Association suitably rephrased and which are not in conflict with the provisions of the Companies Act, 2013

Since it is in compliance with provisions of Companies act 2013 we may vote for the same

for for Variation in terms of appointment of Mr. Vivek Gambhir, Managing Director so as to make his office liable for retirement by rotation

Under the provisions of the erstwhile Companies Act, 1956, two third of the Board of Directors should have been liable for retirement by rotation. In your Company’s case, out of the Board strength of fourteen, eleven Directors (including the Independent Directors) were liable for retirement by rotation and hence the Company was compliant with the provisions of the Companies Act, 1956. As per the Companies Act, 2013 (the Act), Independent Directors are to be appointed for a fixed term not exceeding five consecutive years and they shall not be liable for retirement by rotation. After excluding such Independent Directors atleast two third of the remaining Directors shall be liable for retirement by rotation. In your Company, out of the Board strength of fourteen, there are seven Independent Directors whose office will be there for a fixed term and not liable for retirement by rotation. Out of the balance seven Directors, the period of office of atleast five Directors should be liable to determination for retirement by rotation (i.e. 2/3rd of the balance seven Directors). However, currently only the four non Independent Directors viz. Mr. Jamshyd Godrej, Mr. Nadir Godrej, Ms. Tanya Dubash and Mr. A Mahendran are liable to retire by rotation. In order to maintain atleast five Directors in the Board as Directors liable to retire by rotation and be in compliance with the provisions of Section 152(6) of the Act, it is necessary to elect one of the three Whole Time Directors as a Director liable to retire by rotation. The Board has at its meeting held on July 28, 2014, decided that Mr. Vivek Gambhir, Managing Director shall also be liable for retirement by rotation during the period of his contract. The Members at the Annual General Meeting held on August 3, 2013 appointed Mr. Vivek Gambhir as Managing Director of the Company for a period of three years with effect from July 1, 2013.


for for Private placement of Non-Convertible Debentures upto an amount of Rs.300 crore

The Company had made a private placement of Non-Convertible Debentures (NCD’s) aggregating Rs. 250 crore in October 2012 for a tenor of two years. The same is repayable in October 2014 at a redemption premium of 9.40 %. p.a. The total redemption amount inclusive of premium works out to approximately Rs. 299.20 crore. The Company is looking at various options for funding the above repayment and one of the option is private placement of fresh NCD’s. Pursuant to section 42 of the Companies Act, 2013 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company cannot make a private placement of its securities unless the proposed offer of securities has been previously approved by the shareholders of the Company by a Special Resolution.In case of offer or invitation to offer of NCD’s, the Company may pass a Special Resolution once in a year for all offers or invitations for such debentures to be made during the year.The Company therefore seeks an enabling authorisation to borrow funds by offer of NCD’s on private placement basis for an amount not exceeding Rs. 300 Crore, at a coupon rate that will be determined based upon the prevailing money market conditions at the time of borrowing.In case the Company makes a private placement of fresh NCD’s upto Rs. 300 crore, it will substitute the existing outstanding debt of the Company with a new debt, and accordingly the debt equity ratio will remain unchanged.


12/9/2014 PB Management Proposal for for Sundaram Finance Limited

Appointment of Shri P N Venkatachalam(holding DIN: 00499442) as Independent Director for a term upto 31st March 2019

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV toThe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors. Shri P N Venkatachalam(holding DIN: 00499442) has more than 35 years of experience in Banking covering all segments of Commercial Banking like Retail, Corporate and International Banking. In addition he has experience in investment banking and is well versed in the area of Capital Markets.Retired as Managing Director of State Bank of India and prior to which he was the Managing Director of State Bank of Travancore. Was also briefly a member of the Interim Pension Fund Regulatory Authority of India.

He has the following qualification namely M.A (Economics), CAIIB.

Shri P N Venkatachalam has 75% attendance in Board meetings. He holds directorships in 6 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Shri P N Venkatachalam does not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto 31st March 2019. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Shri S Prasad (holding DIN: 00063667) as Independent Director upto 31st March 2019

Pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV tothe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Shri S Prasad (holding DIN:00063667) has more than 10 years’ experience in the industry as a finance professional and 33 years of experience as a practicing CA.

He is holding the qualification of an F.C.A

Shri S Prasad has 100% attendance in Board meetings. He holds directorships in 5 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Shri S Prasad does not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA




for AgainstAppointment of Shri Aroon Raman (holding DIN:00201205) as Independent Director for a term upto 31st March 2019

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV tothe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Shri Aroon Raman (holding DIN: 00201205) has nearly 2 decades of experience in manufacturing, marketing, marketing and sales of insulation business and interested in research and innovation in the area of technical non- wovens.

He holds the following qualifications namely M.A(Economics) and M.B.A(Finance and Marketing)

Shri Aroon Raman has less than 50% attendance in Board meetings. As a good corporate governance practice Shri Raman should ensure maintaining more than 50% attendance at meetings. He holds directorships in 4 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Shri Aroon Raman does not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA



Since appointment is not in compliance with voting policy of our company, we may vote against the same.

26/09/2014 MRF Limited PB Management Proposal for AgainstAppointment of Mr Vijay R Kirloskar (holding DIN: 00031253) as an Independent Director

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV toThe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Mr Vijay R Kirloskar (holding DIN: 00031253) has been associated with Kirloskar Electric Company [KEC] since 1978. In 1982 he took over the reigns of KEC as its President and in 1994, he became the Chairman and Managing Director of KEC. He has been instrumental in promoting the Kirloskar Companies business interest in South East Asia resulting in a good brand recognition for its products abroad. He has attended the world famous quality course at JUSE in Japan. Apart from being a Director in leading Engineering Companies in India, he has been Regional Chairman [South] in 1991 and Vice-President of Confederation of Indian Industry [CII] in 1998. He has been an active delegate in CII's Business Missions abroad. Mr Vijay R Kirloskar was nominated as Chairman, Board of Governors of IIT - Delhi from April 1997 to June 2003.He is member of the President Advisory Committee of Worcester Polytechnic Institute, MA, U S A. He is also a Board Member of the Indian Copper Development Centre, Kolkata. He has the following qualification namelyBachelors Degree in Science & Engg and Masters Degree in Management Science & Engg from Worcester Polytechnic Insitute, MA USA.

Mr. Vijay R Kirloskar has less than 50% attendance in Board meetings. He holds directorships in 8 companies. As a matter of good Corporate Governance he should maintain atleast 50% attendance in the Board meetings. The director is not being named in the defualter’s list of RBI or prosecution list of MCA.

Further, Mr. Vijay R Kirloskar does not hold any pecuniary relationship with the Company.

The tenure proposed herewith is upto 28 September, 2019. As per provisions of Companies act 2013 while deciding the tenure of an

for forAppointment of Mr V Sridhar(holding DIN: 00020276) as an Independent Director

Pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV toThe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Mr V Sridhar (holding DIN: 00020276) has wide and varied experience in family business of M/s V Perumal Chetty & Sons for more than 25 years. He is also involved in International Freight forwarding and Customs Clearing.

He has the qualification of B.A.

Shri V. Sridhar has 100% attendance in Board meetings. He holds directorships in no other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Shri V Sridhar does not hold any pecuniary relationship with the Company.

The tenure proposed herewith is upto 28 September, 2019. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Mr N Kumar(holding DIN: 00007848) as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV tothe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Mr. N Kumar(holding DIN: 00007848) is the Vice Chairman of the Sanmar Group. Mr. Kumar is on the Board of various public Limited Companies and carries with him over four decades of experience in the spheres of Electronics, Telecommunications, Chemicals, Engineering, Technology, Management and Finance. Mr. Kumar is the Chairman ofNational Accreditation Board for Certificattion Bodies, which is a constituent of Quality Council of India.

He is also a member of the Board of Governors of Institute for FinancialManagement & Research.

He is the Honorary Consul General of Greece in Chennai. As a spokesman of Industry and Trade, he had been a President of CII and participated in other apex bodies. He presently chairs the CII Institute of Quality, Bangalore. Mr. Kumar has a wide range of public interest going beyond the confines of corporate management in areas of health, socialwelfare, education and sports. One special area where he is involved is the Madhuram Narayanan Centre for Exceptional Children.

Mr. Kumar is an Electronics Engineering Graduate from Anna University, Chennai and a fellow member of the Indian National Academy of Engineering and Fellow Member of The Institution of Electronics and TelecommunicationEngineers. He is an avid golfer, a patron of cricket and tennis. He has extensively travelled across the globe.

Mr. N Kumar has 80% attendance in Board meetings.He holds directorships in 6 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA.

Further, Mr. N Kumar does not hold any pecuniary relationship with the

for for Appointment of Mr Ranjit I Jesudasen(holding DIN: 00020181) as an Independent Director


Mr Ranjit I Jesudasan(holding DIN: 00020181) has over 38 years of experience in Shipping, Stevedoring,C & F and transportation, including Multi-modal cargo consolidation.He has been the Chairman of the Madras Steamer Agents Association and Vice-President of the Federation of the Ship Agents Association of India. He was the Chairman of the Expert Committee on Shipping with the Madras Chamber of Commerce & Industry and was also a trustee of the Chennai Port Trust from April 1996 to March 2000. Mr Ranjit I Jesudasen has worked in senior positions with major International companies in areas of Sales, Marketing and Operations besides General Management. He retired as Director on NYK Line India's Board and at the time of retirement he was the only Indian on NYK's Board.

He has the following qualifications namely B.Com, Diploma in Export Management and has undergone training in UK for post graduation in ExportManagement.

Mr. Mr Ranjit I Jesudasen has 80% attendance in Board meetings.He does not hold directorship in any other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Ranjit I Jesudasen does not hold any pecuniary relationship with the Company.



for AgainstAppointment of Mr Ashok Jacob(holding DIN: 00018605) as an Independent Director


Mr Ashok Jacob(holding DIN: 00018605) is the Chairman and Chief InvestmentOfficer of Ellerstone Capital. Ellerstone Capital is aSydney based Asset Management Company.

He has the following qualification namely MBA from Wharton School, University of Pennsylvania.

Mr. Ashok Jacob has less than 50% attendance in Board meetings. As a good corporate governance practice Shri Jacob should ensure maintaining more than 50% attendance at meetings. Alternatively he being an NRI could also have attended through video conferenceing or appoint an alternate Director so as to ensure compliance. He holds directorships in 3 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further,Mr. Jacob does not hold any pecuniary relationship with the Company.



Keeping in view his irregular attendance at the Board, we may vote against the same.

for for Appointment of Dr Salim Joseph Thomas(holding DIN: 00033022) as an Independent Director

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV tothe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Dr Salim Joseph Thomas(holding DIN: 00033022) is an MBBS Graduate from the Armed Forces Medical College, Pune. He obtained his MS and MNAMS [Gen.Surgery] in 1976 and 1979 respectively. Dr Salim J Thomas has served in the Indian Navy from 1971- 1986. He was a Member of the First Indian Antarctic Expedition in 1981.

Dr Salim J Thomas was awarded Nao Sena Medal for gallantry by the President of India in 1982.

Presently he is a Senior Consultant attached to the Apollo Speciality Hospital, Chennai. He is also a trustee of Sishya School, Chennai.He is a Director of Icegen Computing [P] Ltd, a Company dealing with back office processes forhealthcare facilities in the US and Madras Medical Care & Health Centre (P) Limited a Company dealing with Health Care and Patient Management.He is also a Director of KIT Thomas Educational Consultants, a Company advising and dealing with school management.

Mr. Salim Joseph has 100% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Salim Joseph does not hold any pecuniary relationship with the Company.

The tenure proposed herewith is upto 28 September, 2019. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall

for for Appointment of Mr M Meyyappan(holding DIN: 00836979) as an Independent Director


Mr M Meyyappan (holding DIN: 00836979),after completing his ISC from Mayo College, Ajmer, did his ICMA – Institute of Cost & Management Accountants, London in the year 1977and completed his MBA in 1982 from the Indiana University, Bloomington, USA. He initially worked with A.F. Ferguson & Co., Management Consultants,Mumbai and from 1983 onwards started managing his own family business.

His family business interests includes running a Heritage Hotel inChettinad, cardamom estates rubber estates etc.,

He has the following qualifications namely ICMA, London., MBA from IndianaUniversity, Bloomington, USA.

Mr.M Meyyappan has 80% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. M Meyyappan does not hold any pecuniary relationship with the Company.



for for Appointment of Mr Jacob Kurian(holding DIN: 00860095) as an Independent Director


Mr Jacob Kurian (holding DIN: 00860095), graduated from Shriram College of Commerce at Delhi and followed that up with a Law degree from the Government Law College, Mumbai. He is a well known Advocate practicing in the Madras High Court. He has been in active practice for the past 32 years in areas of Civil Law with specialization in Intellectual Property Rights (IPR). He has experience in appearing before theMadras High Court, before the Intellectual Property Appellate Board and various trademark tribunals. He is also regularly engaged by lawyers and law firms in India and abroad in connecion with their legal work, in India.

Mr Kurian is a member of the INTA (International Trade Mark Association). Mr Kurian has been invited to make presentations at various Seminars and Conferences, Indian and International, and has also taken a course for a batch of District Judges in Tamilnadu to familarize them with the latest developments in IPR Law.

He has the following qualifications namely B.Com (Hons), LLB.

Mr. Jacob Kurian has 100% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCAFurther, Mr. Jacob Kurian does not hold any pecuniary relationship with the Company.


23/09/2014 PB Management Proposal for for Relaince Power Limited

Appointment of Dr. Yogendra Narain(holding DIN: 01871111) as an Independent Director


Dr. Yogendra Narain (holding DIN: 01871111) 72, is a former Secretary-General, Rajya Sabha - the Upper House of the Parliament of India. Dr. Yogendra Narain retired from the Indian Administrative Services after serving for over 42 years. He has worked in various capacities in administration in the State of Uttar Pradesh and the Government of India. He served as Principal Secretary, Power and Irrigation, Uttar Pradesh. He also served as the Principal Secretary to the Governor, Uttar Pradesh; as Secretary, Ministry of Surface Transport, Government of India; Chief Secretary, Government of Uttar Pradesh and Defence Secretary to the Government of India. He is also the founder-Chairman of the Greater NOIDA Industrial Development Authority and the founder-Chairman of the National Highways Authority of India. Dr. Narain holds degrees such as B.Sc., M.A. (Political Science), Diploma in Development Economics, M. Phil and Ph. D.

Dr. Yogendra Narain has 100% attendance in Board meetings. He holds directorships in 6 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Dr. Yogendra Narain does not hold any pecuniary relationship with the Company.

The tenure proposed herewith is upto two consecutive years from the date of coming into effect of the resolution. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


for for Appointment of Shri D. J. Kakalia(holding DIN: 00029159) as an Independent Director

Pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV toThe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Shri D. J. Kakalia (holding DIN: 00029159), 65, has obtained Commerce Degree (B. Com) from Siddharth College of Commerce & Economics, Mumbai, and Law Degree (LL.B) from Government Law College, Mumbai. He was enrolled as an Advocate of the Bombay High Court in 1973 and qualified as a Solicitor from Bombay in 1976. He also qualified as a Solicitor of the Supreme Court of England in 1982.He is a partner of Mulla & Mulla & Craigie Blunt & Caroe, Advocates and Solicitors. He commenced his practice as a commercial Lawyer having built an extensive transaction practice and court practice having an extensive background in corporate commercial matters, setting up of Joint Ventures, Mergers and Acquisitions, ADRs and GDRs as well as real estate transactions and disputes and litigations related to these sectors and areas of practice and has also extensive experience in power sector.He specializes in the power sector litigation and Projects, acting for large Power Companies and has advised consortium for the bids with respect to the 4,000 MW Ultra Mega Power Projects that have been proposed by the Power Finance Corporation of India. Has regularly appeared before the MERC, the Bombay High Court and in the Supreme Court of India with respect to various litigations in relation to disputes including in the power sector.He was a Lecturer in law at K. C. Law College (University of Bombay) and was also appointed as an examiner by the University of Bombay.He is Director of Companies of repute including Aditya Birla Finance Limited and Reliance Broadcast Network Limited.

Shri D. J. Kakalia has 100% attendance in Board meetings. He holds directorships in 3 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Shri D. J. Kakalia does not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or

for for Appointment of Ms. Rashna Khan(holding DIN: 06928148)as an Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV toThe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.Ms. Rashna Khan (holding DIN: 06928148), 51, a Law graduate from Government Law College Mumbai (University of Bombay) and qualified as a Solicitor with the Bombay Incorporated Law Society and Law Society London.Ms. Khan has worked with Mulla & Mulla & Craigie Blunt & Caroe, Advocates and Solicitors and with Dhruve Liladhar & Co., Advocates and Solicitors, in various capacities before she became partner of Mulla & Mulla & Craigie Blunt & Caroe, Advocates and Solicitors, since the year 2009.She specializes in the field of civil litigation including attending matters in the high Court, Supreme Court, Company Law Board, Income Tax Tribunal, Arbitration, Customs, Excise and Service Tax Appellate Tribunal, Opinion and documentation work.She is also on the Board of The Supreme Industries Limited. She does not hold any shares in the Company as of the date of this notice.Since the company is in the Power business, there might be instances of litigation and hence it would be beneficial for the Company to have Ms Khan on the Board she being a law graduate and having relevant experience in the legal field.

Further, Ms. Khan does not hold any pecuniary relationship with the Company. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is upto three consecutive years from the date of coming into effect of the resolution with regard to the same. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


for for Appointment of Shri Sateesh Seth(holding DIN: 00004631) as a Director liable to retire by rotation

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder read with Schedule IV toThe Companies Act, 2013 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Independent Directors.

Shri Sateesh Seth(holding DIN: 00004631) , 59, is a Fellow Chartered Accountant and a law graduate. He has vast experience in general management. Shri Sateesh Seth is also on the Board of Reliance Telecom Limited, Reliance Infrastructure Limited, Reliance Anil Dhirubhai Ambani Group Limited, Tech Barrack Solutions Private Limited and Mumbai Metro One Private Limited.Shri Sateesh Seth does not hold any shares in the Company as of the date of this notice.

He holds directorships in 4 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Shri Sateesh Seth does not hold any pecuniary relationship with the Company.

The tenure proposed herewith shall be liable to determination by retirement of directors by rotation


for for

for for

Issue of Securities to Qualified Institutional Buyers

In order to enhance its global competitiveness and its ability to compete with the peer groups in the domestic and international markets and the need to strengthen its financial position and net worth by augmenting its long term resources, The Company proposes to seek authorisation of the Members of the Company in favour of the Board of Directors (“Board” which expression for the purposes of this resolution shall include any Committee of Directors constituted by the Board), without the need for any further approval from the Members, to undertake the Qualified Institutional Placement (“QIP”) with the Qualified Institutional Buyers (“QIB”),

It is proposed that the Board may, in one or more tranches, issue and allot equity shares / fully convertible debentures/partly convertible debentures/ non convertible debentures with warrants / any other securities, which are convertible into or exchangeable with equity shares

The QIP Securities issued pursuant to the offer may be secured by way of mortgage / hypothecation of the Company’s assets as may be finalised by the Board in consultation with the Security Holders / Trustees in favour of Security Holders / Trustees for the holders of the said securities. The security that may have to be created for the purposes of this issue, as above may come within the purview of Section 180(1)(a) of the Companies Act, 2013.


Private Placement of Non-Convertible Debentures

As per the provisions of Section 42 of the Companies Act, 2013 and the rules framed thereunder, a Company offering or making an invitation to subscribe to redeemable secured/ unsecured Non-Convertible Debentures (NCDs) on a private placement basis is required to obtain the prior approval of the members by way of a Special Resolution.

The purpose of the issue is to augment long term resources in the ordinary course of business.

Such approvals are required to be obtained once a year for all the offers and an invitation for such NCDs to be made during the year.

Since it is in the normal course of business we may approve the same

for for Borrowing limits of the Company The Members by way of an Ordinary Resolution at the Annual General

Meeting held on September 1, 2007, had, inter alia, authorised the Board to borrow up to ten times of the aggregate of the paid up capital of the Company and its free reserves.Keeping in view its fund requirements, the Company needs enhanced debt funds and to secure the same by creating a charge on its assets.

Section 180(1)(c) of the Companies Act, 2013 which has replaced Section 293(1)(d) of the Companies Act, 1956 provides that the Board of Directors shall not borrow in excess of the Company's paid up share capital and free reserves, apart from temporary loans obtained from the Company's bankers in the ordinary course of business, except with the consent of the Company accorded by way of a special resolution. Further, as per a clarification issued by the Ministry of Corporate Affairs, the ordinary resolution earlier passed under Section 293(1)(a) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Companies Act, 2013i.e. upto September 11, 2014.

We believe raising funds is in the normal course of business for the company and do not view it as a negative.


for for

for for

Creation of Charge / Mortgage on the assets of the Company

Section 180(1)(a) of the Companies Act, 2013 which has replaced Section 293(1)(a) of the Companies Act, 1956 provides that the Board of Directors shall create charge on all or any of the movable or immovable properties of theCompany, except with the consent of the Company accorded by way of a special resolution. Further, as per a clarification issued by the Ministry of Corporate Affairs, the ordinary resolution earlier passed under Section 293(1)(a) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Companies Act, 2013 i.e. upto September 11, 2014. Accordingly, it is, therefore, necessary for the members to pass a special resolution under Section 180(1)(a) of the Companies Act, 2013 for creation of security upto limit specified in the resolution passed under Section 180(1)(c) ofThe Companies Act, 2013.Since the proposal is in the normal course of business, we may vote for the same.

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

The Board of Directors on the recommendation of the Audit Committee has approved the appointment and remuneration of M/s. V. J. Talati & Company, Cost Accountants (Firm Registration No. R/00213), as the Cost Auditor for audit of the cost accounting records of the Company for the financial year ending March 31, 2015, at a remuneration of Rs. 15,000/- (Rupees Fifteen thousand only) excluding service tax and out of pocket expenses, if any.

In accordance with the provisions of Section 148 of the Companies Act, 2013read with Rule 14 of Companies (Audit and Auditors) Rules 2014, theremuneration payable to the Cost Auditors has to be ratified by the members ofThe Company.



for for

Page Industires Limited


The amendments inter alia include:i)appointment of independent directors, women directors and KMPsii)communication through electronic mediaiii)empowering the company/Board to do some acts which requires Articles permission etc.

Since the amendement proposed are to align with the provisions of the Companies act 2013 including rules framed thereunder and adoption of specific sections of Table-F of Schedule- I. We propose to vote for the resolution

Appointment of Mrs Rukmani Menon as Independent Director


Mrs Rukmani Menon has been a practicing lawyer for more than 30 years and has expertise in indirect taxation. She holds the qualification of BA, LLB. Since it is proposed to appoint her w.e.f from October 1st, her attendance in the Board is not available for consideration.

Further, Mrs Menon does not hold directorship in any other Company. The director proposed to be appointed is not being named in the defaulter’s list of RBI or prosecution list of MCA

The tenure proposed herewith is for a period of five years with effect from 1st October, 2014.




for for

for Against

Hawkin Cookers Limited

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

The Company has earned total revenue Rs. 46161.05 lakhs as on 31st March 2014 as compared to Rs. 42950.07 lakhs as on 31st March 2013

The Company has incurred total expenses Rs. 40455.52 lakhs as on 31st March 2014 as compared to Rs. 37944.07 lakhs as on 31st March 2013

Profit before tax being Rs. 5705.53 lakhs as compared to Rs. 5006.00 lakhs in the last year

There are no major qualifications raised by the Auditors.

Since it is in compliance with the provisions of the act, we may vote for the same.

To declare dividend

We propose voting in favor of the resolution to declare dividend for the year ended March 31, 2014.

Appointment of Auditors

The Company has not disclosed any information with regard to the Auditors namely the name of the auditors/ firm except in the Directors report.

Pursuant to section 139 of the Companies Act ,2013 auditors are required to be appointed for a fixed term of 5 years, the company intends to appoint the auditors for a period of one year thereby not in conformity the said provision of the Companies Act 2013.

Further the Company is required to disclose in he notice the details of the auditors/audit firm proposed to be appointed.

Since the same is not considered as good corporate Governance, we may vote against the same.

for AgainstAppointment of Mr. J M Mukhi (holding DIN: 00049723), liable to retirement by rotation, offers himself for reappointment


Mr. Jai Mangharam Mukhi (holding DIN: 00049723), 86, received his education from the Universities of Bombay and Cambridge and the London School of Economics. He is a Barrister of Lincoln’s Inn and the Middle Temple and an Advocate in the Supreme Court ofIndia. He was at one time Legal Adviser to the Ministry of External Affairs in charge of India’s case against Portugal in the World Court at The Hague, Chairman of the Legal Committee of the International Commission for Supervision and Control in Vietnam and Senior Counsel to the Monopolies Commission in India. He has advised on the Sino-Indian Boundary Question, the Kutch Arbitration, Constitution making in Ghana and international commercialarbitrations. He was for many years Chairman of SAE India Ltd. Mr. Mukhi is now not a director of any other Company.

Mr. J M Mukhi has 50% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr. Mukhi does not hold any pecuniary relationship with the Company. The tenure proposed herewith is for a period of five years. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


Since appointment is not in compliance with voting policy of our company, we

for for Appointment of General V.N Sharma (Retd.)(holding DIN: 00177350, liable to retirement by rotation, offers himself for reappointment


General V. N. Sharma (holding DIN: 00177350) , 84, retired in 1990 from the Indian Army as Chief of Army Staff after a most distinguished service of 40 years. He has been awarded the Ati-Vishisht Seva Medal (AVSM) by the President of India in 1977 and in 1986 the Param-Vishisht Seva Medal (PVSM) which is the highest award for distinguished service of a most exceptional order. He is a member of the India International Centre and The Institute of Defence Studies and Analysis. He has served on the Local Advisory Board of ABN Amro Bank for seven years. General Sharma is now not a director of any other Company. He does not hold any shares of Hawkins Cookers Limited.

Mr. Sharma has 75% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr.Sharma does not hold any pecuniary relationship with the Company. The tenure proposed herewith is for a period of five years. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


Since appointment is in compliance with voting policy of our company, we may vote for the same.

for for Appointment of Mr. Gerson da Cunha(holding DIN: 00060055) as Independent Director


Mr. Gerson da Cunha (holding DIN: 00060055), 85, graduated from St. Xavier’s College, Mumbai. His professional career started with Press Trust of India and moved on to Lintas Limited of which he became the Chief Executive. He worked with the United Nations Children Fund (UNICEF) in Latin America and New York for nine years from 1980 and pioneered the use of advertising and marketing concepts with UNICEF on issues like Maternal and Child Health, Immunisation and Aids Prevention and Control.

He has served as Advisor, Communications, in the Ministries of the Government of India of Civil Aviation and Tourism, Information and Broadcasting andHealth and Family Welfare at various times. Mr. Gerson da Cunha is a director of Medius India Services Private Limited and the Subhas Ghosal Foundation. He does not hold membership of any Committees of the Board of Directors ofother companies. Mr. Gerson has 100% attendance in Board meetings. He holds directorship in 2 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr.Gerson does not hold any pecuniary relationship with the Company. The tenure proposed herewith is for a period of five years. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


for for Appointment of Mr. Shishir K Diwanji( holding DIN: 00087529) as Independent Director


Mr. Shishir K. Diwanji ( holding DIN: 00087529), 74, is an Advocate, Solicitor, Notary and a Senior Partner of Messrs. Desai & Diwanji. He is a Director on the Boards of ABC Bearings Ltd., HDFC Trustee Company Ltd., Protos Engineering Co.Pvt. Ltd., Windmere Hospitality (India) Pvt. Ltd.,Gems Photographic (India) Pvt. Ltd. and Kaira CanCompany Ltd.

He is a Member of the Audit Committee of ABC Bearings Limited, and HDFC Trustee Company Limited.

Mr. Shishir has 100% attendance in Board meetings. He holds directorship in 6 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr.Shishir does not hold any pecuniary relationship with the Company. The tenure proposed herewith is for a period of five years. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Mr. Eknath Kshirsagar (holding DIN: 00121824) as independent director


Mr. Eknath Kshirsagar (holding DIN: 00121824), 72, is a Fellow of the Institute of Chartered Accountants in England and Wales. He has had a distinguished career of over 37 years withA. F. Ferguson and Co. Mumbai, in Audit and in Management Consultancy. He retired from Fergusons in 2004 as the Senior Partner in charge of the Management Consultancy Division.

Since, Mr. Eknath has been appointed w.e.f June 2014, details of his attendance in Board meetings is not required to be checked. He holds directorship in 11 other companies. The Company The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Further, Mr.Eknath does not hold any pecuniary relationship with the Company. The tenure proposed herewith is for a period of five years. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for Appointment of Mrs. Susan Vasudeva(holding DIN:06935629) as Director liable to retire by rotation

Pursuant to the provisions of Section 149,152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the Companies(Appointment and Qualification of Directors) Rules,2014 and pursuant to Clause 49 of the Listing Agreement with respect to appointment and tenure of the Directors

Mrs. Susan Vasudeva( holding DIN:06935629), 65, graduated from the University of Washington in 1970 with a degree of Bachelor of Arts for which she studied, inter alia,Anthropology, Economics and History. She worked as a Flight Attendant in Pan American World Airways from 1970 to 1982. She has been married for the last 32 years to Mr. Brahm Vasudeva, the Chairman of the Board of Directors. She lives in Mumbai and usually travels abroad once a year, largely to assist at the Company’s stall at the International Housewares Show in Chicago. She has also contributed significantly for many years in an honorary capacity in the development of Cookbooks and Instruction Manuals and to the testing and development of products in the Hawkins Test Kitchen.

Mrs. Vasudeva is not a director of any other Company.


for for Acceptance of fixed deposits from members

The Company had a Fixed Deposit Scheme, pursuant to the provisions of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975, wherein it accepted/renewed unsecured deposits from the Members of the Company and from the public. Vide Notification dated March 26, 2014, the Ministry of Corporate Affairs (“MCA”) notified Sections 73, 74(1) and 76 of the Companies Act, 2013. relating to the acceptance of Deposits by companies from its Members and from the public, to take effect from April 1, 2014. The Companies (Acceptance of Deposits) Rules, 2014 (“the Rules”) alsocame into force on April 1, 2014

On review of the financials and auditor’s report, it is observed that the Company has not defaulted in repayment of deposits during the last two financial years.

As per Companies act 2013, the Fixed dpoesit scheme needs to be rated as well as it is necessary to create security and insurance. The Company confirms the same in its explanatory statement.

The Company proposes that the Board may be authorized to finalise the terms of the Fixed Deposit Scheme and to do such other acts and deeds as may be necessary or incidental thereto

since the same is in compliance with the Companies act 2013, we may vote for the same.

11/9/2014 REC Limited AGM Management Proposal for for

for for

To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2014 and Statement of Profit and Loss for the financial year ended on that date along with the Reports of the Board of Directors and Auditors thereon.





To confirm the payment of Interim Dividend and declare Final Dividend on equity shares of the Company for the financial year 2013-14.


for for

for for

To appoint a Director in place of Shri Ajeet Kumar Agarwal (DIN 02231613), who retires by rotation and being eligible, offers himself for re-appointment

Shri Ajeet Kumar Agarwal was appointed as Director w.e.f 01st August 2012. Shri Agarwal has 31 years experience in public sector undertakings. During his tenure in REC as General Manager/ Executive Director (Finance), he had handled various finance functions including Resource Mobilisation, Loan Disbursement and Corporate Accounts & Taxation. Prior to joining our company on March 29, 2007, he was General Manager in Telecommunications Consultants India Limited. He is also a Nominee Director on the Board of Indian Energy Exchange Limited (IEX).

Shri Agarwal has 100% attendance in Board meetings. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


To fix the remuneration of Auditors for the financial year 2014-15.

The auditors of the Company are decided by the C&AG. The Companies act 2013 as well as C&AG allows fixation of remuneration by the Members of the Company.


for for To raise funds upto ` 35,000 crore during a period of one year from the date of passing of this resolution by way of issue of unsecured/secured non-convertible bonds / debentures of the Company on private placement basis

As per Companies act 2013, every company proposing to issue NCD/debentures through private placement is required to seek approval of members for the same only once a year for the all offers proposed during the year.

The Company had sought approval of members for issue of NCD/Debentures through postal ballot dated June 10 2014upto Rs. 30,000 crore within the overall limit of Rs. 37000 crore.

The Company proposes to now increase the limit to Rs. 35,000 crore.

Since it is within the overall limit and in compliance with the provisions of the Companies act 2013 we may vote for the same.

for for entering into contract(s) or arrangement(s) or transaction(s), during a period of one year from the date of passing of this Resolution, with Wholly Owned Subsidiary companies and associate company(ies) (both present and future) of Rural Electrification Corporation Limited, in the nature of providing them with necessary infrastructural support, manpower and/or other inputs/support/services on cost to cost basis, leasing of property of any kind, sale/purchase of goods or materials or property of any kind and/or

As per provisions of Section 188(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company shall not enter into any contract or arrangement with a ‘Related party’, except with the prior consent of the shareholders by way of Special Resolution.The term ‘Related party’, with reference to Rural Electrification Corporation Limited (REC) inter-alia includes the subsidiary and associate companies of REC. The level of income/profits of these subsidiaries is minimal as compared to REC. Further, in the absence of regular/permanent manpower and other basic infrastructural facilities, REC normally provides support to its subsidiary companies in the nature of deployment of its officials for managing the affairs of these subsidiary companies, leasing out space for its Registered office and other infrastructural support and services for day-to-day functioning of these subsidiary companies and the expenses in this regard are allocated proportionately on cost-to-cost basis in the books of accounts of the respective subsidiary companies.

The transactions are in nature of of providing them with necessary infrastructural support, manpower and/or other inputs/support/services on cost to cost basis, leasing of property of any kind, sale/purchase of goods or materials or property of any kind and/or availing/rendering of services, from time to time, in the ordinary course of business, provided that the cumulative value of contract(s) or arrangement(s) or transaction(s) with such related parties during a period of one year from the date of passing of this Resolution, shall not exceed two percent (2%) of the turnover of Rural Electrification Corporation Limited for the preceding financial year i.e. FY 2013-14

The approval is being sought since the above transactions are not at arm’s length.

Further its is proposed to authorise the Board of Directors of the Company (the “Board”) or any Committee duly constituted by the Board or such other authority as may be approved by the Board, to finalize and approve the

11/9/2014 BPCL AGM Management Proposal for for

for for

for for

for for

To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2014 and Statement of Profit and Loss for the financial year ended on that date along with the Reports of the Board of Directors and CAG thereon.





To declare Dividend.


To appoint a Director in place of Shri S P Gathoo, who retires by rotation and being eligible, offers himself for re-appointment

Shri S P Gathoo was appointed as Director w.e.f. 03/11/2011

He is is with BPCL since 1986. Before joining BPCL, he was BHEL and NTPC. Prior to his appointment he was ED (HRS) head of itegrated information system and Lubes business. He was head of HRD in BPCL responsible for human resources development, change management and organization development.

He has 90% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since appointment is in compliance with provisions of Companies act 2013, we may vote for the same.

To fix the remuneration of Auditors for the financial year 2014-15.



for for

for for

Appointment of Shri P H Kurian as Director

Shri P H Kurian was appointed as Director w.e.f. 25th November 2013.

Shri Kurian is with BPCL since 1985. He has stints in internal audit, regional finance, corporate Treasury, Management, accounts and corporate Finance. He is overall incharge of finance accounts and fund management.



Appointment of Shri P Balasubraniam as Director – Finance .

Shri P Balasubraniam was appointed as Director w.e.f. 25th November 2013.

Shri P Balasubraniam is principal Secretary (industries and IT) Govt of Kerala. He served as Commissioner of PWD, Controller General of Patents, Designs and Teademark. He ahs wide experience in public administration, infrastructure and insdutry.



for for Appointment of Prof. Jayanth R Varma as Independent Director

Prof Jayanth R Varma was appointed as Director on 10th August 2012 for a period of three years.

He is currently a professor at IIM Ahmedabad. He has carried out research in the field of Indian Financial Markets and finance theory with extensive publication in Indian and International Journals. He carried out consulting assignments for Government, multilateral and private sector organizations in areas of risk management, MIS, and corporate strategy. He has served as whole time member of SEBI and has been chairman of various committees set up by SEBI and MOF

Prof Varma has 90% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

he does not hold any pecuniary relationship with the Company.

The tenure proposed herewith is upto 09 August 2015. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.



for for

for for

Appointment of Shri B Chakrabarti as Independent Director

Shri B Chakrabarti was appointed as Director on 10th August 2012 for a period of three years.

During his career of 39 years, he has held key positions as CMD New India Assurance, National Insurance Company Limited, India International Company Insurance PTE Ltd Sinagpore, Prestige insurance plc lagos, Nigeria etc.

Shri B Chakrabarti has 75% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

He does not hold any pecuniary relationship with the Company.




Approval of remuneration of Cost auditors

The Company proposes to pay remuneration of Rs. 2,20,000 plus tax to Ms/ Rohit and Associates Mumbai and Rs. 1,00,000 plus service tax to M/s Musib and co, Mumbai.



for for

Steel Auhtority of India Limited

To receive, consider and adopt the audited financial statements of st the Company for the Financial Year ended 31 March, 2014 together with Directors’ and Auditors’ Reports thereon.





To appoint a director in place of Shri S. S. Mohanty (DIN: 02918061), who retires by rotation at this Annual General Meeting and is eligible for re-appointment..

Shri S. S. Mohanty was appointed as Director w.e.f. 15/03/2012

Shri Mohanty is a Post Graduate in Mechanical Engineering with a PG Diploma in Industrial Engineering, Shri SS Mohanty started his career with SAIL in August 1978 at the Rourkela Steel Plant where he joined in the Silicon Steel Mill. After a stint as DGM (Technical) to the ED (Works) of RSP, he was entrusted the responsibility of heading the Plate Mill as DGM I/c.He has also worked at Bhilai Steel Plant as GM of Plate Mill and after a successful outing there, he was assigned the responsible task of GM I/c (Services) of BSP. In recognition of his contributions, he was soon elevated as Executive Director (Projects), and thereafter assumed charge as Executive Director (Works) in 2010.In August 2010, Shri Mohanty assumed the charge as Managing Director of Bokaro Steel Plant (BSL) – a member of the SAIL Board. He was appointed as Director (Technical), SAIL in March, 2012. As Director (Technical), he is responsible for the Operations, Research & Development, Environment Management, Materials Management, SAIL Refractory Unit, Growth Division and Operations of Salem Steel Plant, Salem and Visvesaraya Iron and Steel Plant, Bhadravati.

He has 100% attendance in Board meetings. He holds directorship in 2 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for

for for

To appoint a director in place of Shri H. S. Pati (DIN:05283445), who retires by rotation at this Annual General Meeting and is eligible for re-appointment.

Shri H S Pati was appointed as Director w.e.f. 15/03/2012

Shri Himansu Sekhar Pati is heading the Personnel, Administration, Training and Law functions of the Company since 1st May, 2012. Shri Pati had his very early education at Minniapolis in the USA from 1960-1963. After completing his BA (Hons.) in Economics in 1974 and MA in Economics in 1976 from Sambalpur University, he did his DSW from Calcutta University. He joined SAIL as a Management Trainee in 1977. During his long stint of 27 years in RSP, he established sound personnel practices and policies as well as novel and innovative concepts in the areas of Township Management. Shri Pati joined IISCO Steel Plant as General Manager (HRD) in February, 2009. He undertook the daunting task of assessment of manpower for the 2.5 MT modernized Plant, prepared a blue print for training and development of new recruits and drew up the list of identified redeployable manpower. As GM (P&A) ISP from November, 2011, he for the first time finalised the detailed HR budget for the expansion units and then initiated action for training and placement to various positions of the expansion units. He joined Bokaro Steel Plant as Executive Director (Personnel & Administration) in November, 2011. In a short period of six months, he could resolve certain long standing issues such as those pertaining to compassionate employment, onetime special dispensation for apprenticeship training and established a new work culture in the upcoming units such as Batteries 1 & 2 of Coke Ovens and CRM-III by inducting qualified young personnel.

He was sponsored by the Company to undergo a three months programme on “Practices in Personnel Management” at the Royal Institute of Public Administration at London in 1990.



To fix the remuneration of the Auditors of the Company appointed by the Comptroller & Auditor General of India for the Financial Year 2014-2015



for for

for for

To confirm payment of Interim Dividend @ 20.20% of the Paid-up Equity Share Capital by the Company in the month of February, 2014 as Final Dividend for the Financial Year 2013-14.

We propose voting in favor of confirmation of interim Dividend as final dividend.

To appoint Shri Binod Kumar (DIN: 06379761) as a Whole Time Director

On nomination by the President of India vide Government’sNotification No.6(2)/2013-SAIL-PC-Vol.II dated 2 December, 2013, Shri Binod Kumar (DIN: 06379761) was appointed as an Additional Director of the Company with effect from 2 December, 2013 subject to his re-appointment by the shareholders in the Annual General Meeting. His tenure as Director is for a period of five years from 2.12.2013 or till the date of his superannuation or until further orders, whichever is earliest.

Shri Binod Kumar, aged 57 years, is a B.Tech. in Metallurgy from IIT/Kanpur. Shri Kumar joined SAIL’s marketing team in 1980. In his over 33 years of service in SAIL, Shri Kumar held several important positions in the Central Marketing Organisation of the Company, which manages the country’s largest steel marketing network. He has also worked closely with the SAIL Plants and R&D centre in the development of a number of commercially viable steel grades for specific strategic applications.

He has 100% attendance in Board meetings. He holds directorship in 1 other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for To appoint Shri R. S. Sharma (DIN: 00013208) as an Independent Director

On nomination by the President of India vide Government’sNotification No.6(5)/2013-SAIL(PC) dated 18 February, 2014, Shri R. S. Sharma (DIN: 00013208) was appointed as an Additional Director of the Company with effect from 19 February, 2014. His tenure as non-official part-time Director is for a period of three years with effect from 19February, 2014 or until further orders, whichever is earlier

Shri R.S. Sharma, aged 63 years, is the former Chairman and Managing Director of India’s premier national oil company-Oil and Natural Gas Corporation Ltd. (ONGC). He was also concurrently the Chairman of ONGC Videsh Ltd. (OVL), Mangalore Refinery & Petrochemicals Ltd (MRPL) and five other ONGC Group companies during 56 month period May, 2006 to January, 2011.

Shri R.S. Sharma, a Fellow Member of the Institute of Cost Accountants of India (earlier Institute of Cost & Works Accountant of India) and an Associate Member of the Indian Institute of Bankers, has participated in various management programmes in India and overseas. Prior to joining ONGC in the middle management level, he has functioned as Regional Head of Finance for overseas operation of another PSU. Shri Sharma has also had over 10 years banking experience with specialized experience in Credit Appraisal. Shri R.S. Sharma had led ONGC and Group Companies to a commendable height of corporate excellence

He has 100% attendance in Board meetings. He holds directorship in 7 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for To appoint Shri N.C. Jha (DIN: 00657309) as an Independent Director

On nomination by the President of India vide Government’sNotification No.6(5)/2013-SAIL(PC) dated 18 February, 2014, Shri N.C. Jha (DIN: 00657309) was appointed as an Additional Director of the the Company with effect from 19 February, 2014. His tenure as non-official part-time Director is for a period of three years with effect from 19February, 2014 or until further orders, whichever is earlier.

Shri N.C. Jha, aged 62 years, superannuated from Coal India Limited, a Maharatna CPSU as its Director (Technical) and CMD (Addl. Charge) in January, 2012. He holds B.Tech and M.Tech degrees in Mining Engineering from Indian School of Mines, Dhanbad with First Class Manager’s Certificate to manage Coal Mines from DGMS. During his career spanning 37 years in Coal India Limited, he specialised in the areas of Planning & Design of Underground and Open Cast Mines, Quality Control of the coal supplies and Coal Resource Development. For his outstanding contribution to the Mining Industry, he received awards like, “National Geo-Science Award 2009 in Mining Technology” from the Vice- President of India , “D.D. Thakkar Award of 2011” from Mining Geological and Metallurgical Institute of India (MGMI) and “Eminent Engineering Personality Award for 2011” from the Institution of Engineers (India). He is a past President of MGMI and a Fellow of the Institution of Engineers (India)

Shri N.C. Jha has 100% attendance in Board meetings. He holds directorship in one other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


The tenure proposed herewith is upto 18th February 2017. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


for AgainstTo appoint Shri D.K. Mittal (DIN:00040000) as an Independent Director

Shri D K Mittal was appointed as Director on 19th February 2014 for a period of three years.

Shri Dinesh Kumar Mittal, aged 61 years, is a former Indian Administrative Service (IAS) officer of 1977 batch of UP cadre. He is a B.Sc. and M.Sc. (Physics) from University of Allahabad. During 36 years as a Public Servant he has had hands on experience in Infrastructure, International Trade, Urban Development, Renewable Energy,Agricultural Development and Micro-Credit, Corporate Governance, Banking, Insurance, Pension and Finance. He was Secretary to the Government of India in the Ministry of Corporate Affairs and also in the Ministry of Finance, Department of Financial Services. He has held directorship in various CPSEs and Private organizations like, IL&FS Infrastructure Development Corporation, Reserve Bank of India, SBI, Life Insurance Corporation of India, Exim Bank of India, IIFCL and IIFCL (UK).

Shri D K Mittal has 50% attendance in Board meetings. He holds directorship in 7 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA




Since the appointment is not in conformity with the voting policy of our company , we may vote against the same.

for for To appoint Smt. Parminder H. Mathur (DIN:00077306) as an Independent Director

On nomination by the President of India vide Government’sNotification No.6(5)/2013-SAIL(PC) dated 18 February, 2014, Smt. Parminder H. Mathur (DIN:00077306) was appointed as an Additional th Director of the Company with effect from 19 February, 2014. Her tenure as non-official part-time Director is for a period of three years with effect from 19 February, 2014 or until further orders, whichever is earlier

Smt. Parminder H. Mathur, aged 64 years, is a former Indian Administrative Service (IAS) Officer 1974 batch of Himachal Pradesh Cadre and retired as Additional Chief Secretary to the Government of Himachal Pradesh. She is a post graduate in Political Science and an M.B.A. from Leeds University, U.K.During her 35 years as a public servant she has worked in several key sectors like Industries, Labour & Employment, Transport, Women & Child Development, Social Justice & Empowerment, Relief &Rehabilitation, Disaster Management, Food & Civil Supplies, Rural Development etc. She has extensive experience in Human Resource Development, Personnel Management, Vigilance Management, Gender Sensitisation & Women Empowerment. Smt. Parminder H. Mathur has 100% attendance in Board meetings. She does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

She does not hold any pecuniary relationship with the Company.




for for

for for

To raise funds upto `5,000 crore through issue ofBonds/Debentures on Private Placement basis

The expansion programme has been decided to be funded through a mix of debt and equity. The Company has already spent about `53,270 crore on its expansion programme till 31.03.2014. A sum of `9,000 crore is planned to be spent during the current Financial Year 2014-15. In order to part finance this expenditure, your Company plans to borrow about `5,000 crore during the year. On analysis of the various options of raising funds through borrowing in Domestic and International Market, it has been decided by the Board of Directors to raise the funds through private placement of Secured Non convertible debentures/bonds to the extent of Rs. 5,000 crore during the year.

Since it is in compliance with the provisions of the act we may vote for the same

To create mortgage and/or charge over the movable and immovable properties of the Company

Your Company has taken up a massive Modernisation & Expansion programme of its Plants and also augmentation of Raw Material supplies from its own mines. The expansion programme has been decided to be funded through a mix of debt and equity. The borrowings of the Company are in general required to be secured by mortgages / charges / hypothecation or encumbrances on all or any of the movable or immovable properties of the Company. It is proposed to seek consent of the members in terms of Section 180(1)(a) of the Companies Act, 2013 to enable the Company to create charge, hypothecation, mortgage, pledge on any movable, immovable properties of the Company both present and future and on the whole or substantially the whole of the undertaking or undertakings of the Company and wherever situated upto the limit prescribed under Section 180(1)(c) of the Act and to authorize the Board to take necessary action in this regard. Since it is in compliance with the provisions of the act we may vote for the same.

for for


To ratify the remuneration of the Cost Auditors of the Company for the Financial Year 2014-15

The Board of Directors of the Company, on the recommendation of the Audit Committee, at its meeting held on 11 August, 2014 has consideredand approved the appointment of M/s. Sanjay Gupta & Associates, New Delhi (forBokaro Steel Plant and Rourkela Steel Plant), M/s.K. C.Kohli & Co., New Delhi (for Bhilai Steel Plant, Durgapur Steel Plant and IISCO Steel Plant) and M/s. R.J. Goel & Co., New Delhi (for Alloy Steels Plant, Salem Steel Plant and Visvesvaraya Iron and Steel Plant) as the CostAuditors of the Company for the Financial Year 2014-15, at a totalremuneration of `9,50,000/- plus service tax as applicable,reimbursement ofDailyAllowance,travellingexpensesandoutofpocketexpenses.


PROCTER & GAMBLE HYGIENE AND HEALTH CARE LIMITED

To receive, consider and adopt the AuditedBalance Sheet as at June 30, 2014, and theStatement of Profit and Loss for the Financial Yearended on that date, together with the Reports ofthe Auditors and Directors thereon.

The Company has earned total revenue Rs 2 13 114 Lakhs as on 31st March 2014 as compared to Rs 1 75 374 Lakhs as on 31st March 2013

The Company has incurred total expenses Rs 1 67 082 Lakhs as on 31st March 2014 as compared to Rs 1 46 754 Lakhs as on 31st March 2013

Net profit being Rs. 30 202 Lakhs as on 31st March 2014 as compared to Rs 20 322 Lakhs as on 31st March 2013 .


for for We propose to vote in favour of the dividend for the FY ended 30th June 2014

for for

To declare dividend for the Financial Year endedJune 30, 2014.

To appoint a Director in place of Mr. Pramod Agarwal(DIN 00066989), who retires by rotation and beingeligible, offers himself for re-appointment.

Mr. Pramod Agarwal, Non-Executive Director, is a Bachelor of Commerce from Kanpur University and a Post Graduate in Management from Indian Institute of Management, Ahmedabad. He is Vice President – Finance & Accounting for Global Hair Care & Color Business of Procter & Gamble based out of Geneva, Switzerland. Mr. Agarwal is an expert in Finance with deep knowledge of thebusiness in various geographies and product categories. Prior to the current role, he was the Vice President – Finance & Accounting for Asia business and rich experience in pulling the business out of Asian economic crisis in 1997as well as the global financial crisis in 2008 and enabled strong growth of P&G business in Asia. Mr. Agarwal has an experience of over 27 years and has worked across multiple geographies including Thailand, Japan, Philippines, USA, Singapore and now in Geneva, Switzerland.

Mr. Agarwal has been selected as Member of the Indian Institute of Management Ahmedabad Society.



for for

for Against

To appoint Messrs. Deloitte Haskins and Sells LLP,Chartered Accountants (Firm Reg. No. 117366W/W-100018) as Statutory Auditors of the Companyto hold office from the conclusion of this Meetinguntil the conclusion of the Fifty Third (53rd) AnnualGeneral Meeting

The Company proposes to appoint Messrs. Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-100018) as Statutory Auditors of the Company to hold office from the conclusion of this Meetinguntil the conclusion of the Fifty Third (53rd) Annual General Meeting.

Since, the appointment is in compliance with the provisions of the Companies act 2013 We may vote for the same.

Appointment of Mr. R. A. Shah as the Non-Executive Independent Director of the Company,not liable to retire by rotation

Mr. R. A. Shah, Chairman of the Company is a leading Solicitor and a senior partner of M/s. Crawford Bayley & Co., a firm of Solicitors and Advocates. He specializes in a broad spectrum of corporate laws. Mr. Shah has been associated with the Company since its inception

He has 100% attendance in Board meetings. He holds directorship in 12 other companies. Keeping in view the provisions of Companies act 2013 and listing agreement, the director should consider re visiting his directorships in other Companies so as to be within the limits set therein. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since appointment is not in compliance with provisions of Companies act 2013, we may vote against the same

for Against

for Against

Appointment of Mr. B. S. Mehta as the Non-Executive Independent Director of the Company,not liable to retire by rotation

Mr. B. S. Mehta is a graduate in commerce and a fellow member of the Institute of Chartered Accountants of India. Mr. Mehta is an accountant in practice dealingwith taxation, accountancy and valuation of mergers and acquisitions. He is a director on the boards of several prominent companies in India.

He has 100% attendance in Board meetings. He holds directorship in 13 other companies. Keeping in view the provisions of Companies act 2013 and listing agreement, the director should consider re visiting his directorships in other Companies so as to be within the limits set therein. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since appointment is not in compliance with provisions of Companies act 2013, we may vote against the same

Appointment of Mr. A. K. Gupta as the Non-Executive Independent Director of the Company,not liable to retire by rotation

Mr. A. K. Gupta is an Engineer from Indian Institute of Technology, Delhi besides holding a Post-graduate Diploma in Industrial Management from Jamnalal Bajaj Institute of Management Studies, Mumbai. Mr. Gupta isan expert in the field of manufacturing and supply chain management. He has vast experience of over 35 years in India and abroad in the field of manufacturing and product supply and had held various senior management positions.

He has 100% attendance in Board meetings. He holds directorship in 1 other companies being Gillete India Limited which is a fellow subsidiary Company. being independent director in two companies of same group, the director do not fit in the definition of Independent director



for for Appointment of Mr. Shailyamanyu Singh as aNon-Executive Director of the Company, liableto retire by rotation

Mr. Shailyamanyu Singh was appointed as an Additional Director of the Company by the Board of Directors on March 15, 2014, pursuant to Section 161 of the Companies Act, 2013.

Mr. Singh graduated in Law from Maharishi Dayanand University, Rohtak, and completed his Masters of Law from Bond University, Australia. He is a fellow member of the Center for American and International Law, Texas.Previously, Mr. Singh has also practiced independently.

During his private practice tenure, he was also appointed as a member of the Disciplinary Committee of the Bar Council of India for a six month term. Mr. Singh has been associated with Procter & Gamble for last six yearsand has held various positions in legal department.

Mr. Shailyamanyu Singh has 100% attendance in Board meetings. He do not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA



for for

for for

Appointment of Ms. Sonali Dhawan as Non-Executive Director of the Company, liable toretire by rotation

Ms. Sonali Dhawan was appointed as an Additional Director of the Company by the Board of Directors on May 7, 2014, pursuant to Section 161 of the CompaniesAct, 2013.

Ms. Dhawan is a graduate from Lady Shriram College, with a B.Com (Hons.) in Business Studies. She has completed her Masters in Business Administration inMarketing from the Indian Institute of Management, Ahmedabad.Ms. Dhawan joined Procter & Gamble in 1998. She has handled various roles in Marketing across different regions which include ASEAN, India & Australia. Through a career spanning 15 years, she brings with her a wealthof experience

Ms. Dhawan has 100% attendance in Board meetings. She holds directorship in one other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA



Payment of Remuneration to the Cost Auditorfor the Financial Year 2014-15

The Board of Directors at their meeting held on August 12, 2014, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Ashwin Solanki & Associates, Cost Accountants as the Cost Auditors to conduct the audit of the Cost records of the Company for the Financial Year 2014-15 and remuneration of ` 6,00,00/- plus service tax and out-of-pocket expenses.

Since the same is in compliance with provisions of Companies act 2013, we may vote for the same.


for for We propose to vote in favour of the dividend for the FY ended 30th June 2014

for for

Idea Cellular Limited

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

The Company has earned total revenue Rs 261,794.69 Million as on 31st March 2014 as compared to Rs 220,868.74 million as on 31st March 2013

The Company has incurred total expenses Rs 188,561.55 milion as on 31st March 2014 as compared to Rs 169,304.24 million as on 31st March 2013

Net profit being Rs. 16,893.06 million as on 31st March 2014 as compared to Rs 8,182.59 million as on 31st March 2013 .


To declare dividend on Equity Shares of the Company for the financial year ended March 31, 2014

To appoint a Director in place of Mr. Kumar Mangalam Birla (DIN: 00012813), who retires by rotation,and being eligible, offers himself for re-appointment.

Mr. Birla has attended only one meeting out of 4. He holds directorship in 26 companies. The director should consider reducing his directorships to bring the same /The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since appointment is not in compliance with provisions of Companies act 2013 and voting policy, we may vote against the same.

for for

for for

To appoint a Director in place of Mr. Sanjeev Aga (DIN: 00022065), who retires by rotation, and beingeligible, offers himself for re-appointment.

Mr. Sanjeev Aga was appointed as director on 29th September 2004. He is aBSC (HONS) in Physics and MBA from IIM Kolkata. He has wide experience in General Management.

Mr. Birla has 100% attendance in Board Meetings. He holds directorship in 5 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since appointment is in compliance with provisions of Companies act 2013 and voting policy, we may vote for the same.

To appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the Statutory Auditors of the Company, to hold office from the conclusion of thisAnnual General Meeting (AGM) until the conclusion of the Twenty Second Annual General Meeting tobe held in the calendar year 2017 (subject to ratification of their appointment at every AGM), and tofix their remuneration

The Company proposes to appoint Messrs. Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-100018) as Statutory Auditors of the Company to hold office from the conclusion of this Meetinguntil the conclusion of the Fifty Third (53rd) Annual General Meeting.

Since, the appointment is in compliance with the provisions of the Companies act 2013 We may vote for the same.

for for

for Against

Remuneration of Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, approved theappointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants as the Cost Auditors, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015. In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company

it is proposed to pay Rs. 7,00,000/- plus service tax and reimbursement of out of pocket expenses to M/s Sanjay Gupta & Associates Cost Accountants

Since the proposal is in compliance with provisions of Companies act 2013, we may vote for the same

Appointment of Mr. Gian Prakash Gupta as an Independent Director

As per Section 149 of the Companies Act, 2013 ("the Act"), the Company should have atleast one third of the total number of Directors as Independent Directors on the Board of Directors of the Company. An Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company and no Independent Director shall hold office for more than two consecutive terms. The provisions relating to retirement by rotation shall not be applicable to the Independent Directors.

As per Clause 49(IA) of the Listing Agreement with Stock Exchanges where equity shares of your Company are listed, in case the Chairman is an executive director or a Promoter, at least one-half of the Board of the Company shall consist of Independent Directors. Further the Securities and Exchange Board of India (SEBI) has proposed to amend the Clause 49 of the Listing Agreement (effective from October 1, 2014), inter alia, stipulating the conditions for the appointment of Independent Directors by a listed Company

Mr Gupta a Mcom by qualification has wide experience in Finance, Banking and General Management.

He has 100% attendance in Board meetings. He holds directorship in 8 other companies Aditya Birla Nuvo Limited which is holding Company. being independent director in two companies of same group, the director do not fit in the definition of Independent director. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Mr. Gupta is the Chairman of Audit Committee and has did not attend the last AGM. As per the Companies act 2013, a chairman of Audit committee is required to attend the AGM. Since appointment is not in compliance with provisions of Companies act 2013, we may vote against the same

for AgainstAppointment of Ms. Tarjani Vakil as an Independent Director



Tarjani Vakil an MA by qualification has wide experience in banking and Finance.

He has 100% attendance in Board meetings. He holds directorship in 3 other companies including Aditya Birla Nuvo Limited which is holding Company. being independent director in two companies of same group, the director do not fit in the definition of Independent director



for for Appointment of Mrs. Madhabi Puri Buch as an Independent Director



Mrs. Madhabi Puri Buch, a BSC and MBA by qualification has wide experience in Finance and Banking. Mrs. Madhabi Puri Buch has 100% attendance in Board meetings. she do not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA



for for Appointment of Mr. Arun Thiagarajan as an Independent Director


As per Clause 49(IA) of the Listing Agreement with Stock Exchanges where equity shares of your Company are listed, in case the Chairman is an executive director or a Promoter, at least one-half of the Board of the Company shall consist of Independent Directors. Further the Securities and Exchange Board of India (SEBI) has proposed to amend the Clause 49 of the Listing Agreement (effective from October 1, 2014), inter alia, stipulating the conditions for the appointment of Independent Directors by a listed CompanyMr. Arun Thiagarajan a Master in Engineering and Business Adminstration from Sweden and having completed advanced management programme from Havard Business School has vast experience in engineering and Management.

Mr. Arun Thiagarajan has 100% attendance in Board meetings. He holds directorship in four other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA



for for Appointment of Mr. R.C. Bhargava as an Independent Director



Mr. Bhargava an MA in Developmental Economics and MSC in Mathematics is an IAS Retired and having vast experience in Administraive Service and General Management.

Mr. Bhargava has 75% attendance in Board meetings. He holds directorship in seven other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA



for AgainstAppointment of Mr. Mohan Gyani as an Independent Director



Mr. Gyani an MBA has vast experience in Telecom Industry and Industry Business Management.

Mr. Gyani has 25% attendance in Board meetings. The Director should bring his attendance in the Company to the minimum of 75%. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


Since appointment is not in compliance with the voting policy, we may vote against the same.

for AgainstAppointment of Mr. P. Murari as an Independent Director



Mr. Murari an MA and IAS (retd) has vast experience in administrative service and General Management.

Mr.Murari has 50% attendance in Board meetings. The Director should bring his attendance in the Company to the minimum of 75%. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


Since appointment is not in compliance with the voting policy, we may vote against the same.

for for Adoption of new Articles of Association

The existing Articles of Association (“AoA”) are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956. The Companies Act, 2013 is now largely in force other than the provisions relating to matters which require sanction/confirmation of National Company Law Tribunal.

With the enactment of new Companies Act, 2013, several regulations of the existing AoA of the Company require alteration and/or deletion. Given this position, it is considered expedient to replace the existing AoA by a new set of AoA.

The new AoA to be substituted in place of the existing AoA is based on Table “F” of Schedule I of the Companies Act, 2013, which sets out the model articles of association for a company limited by shares.

The existing AoA of the Company presently contain some provisions in relation to compliance with conditions of the Department of Telecommunications as well as provisions relating to Axiata Group shareholding in the Company. These provisions have been replicated in the new AoA.

Since its is in compliance with the provisions of the Companies act 2013 we may vote for the same.

for for Borrowing powers of the Company

The Members of the Company at the Annual General Meeting held on December 21, 2009, had authorized the Board of Directors pursuant to Section 293(1)(d) of the Companies Act, 1956, to borrow monies, from time to time, on behalf of the Company, sums not exceeding ` 25,000 crores (Rupees Twenty Five Thousand Crores Only), over and above the aggregate of paid-up share capital and free reserves of the Company.Also, the Members of the Company at the Annual General Meeting held on December 2, 2007 had authorized the Board of Directors pursuant to Section 293(1)(a) of the Companies Act, 1956, to create charge on moveable and/or immoveable properties of the Company as security in favor of lending agencies for securing the borrowings availed from time to time.

In terms of the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 (“the Act”), which were made effective from September 12, 2013, the above powers can be exercised by the Board only with the consent of the Members obtained by way of a special resolution.

Further, in terms of the circular no. 04/2014 dated March 25, 2014 issued by the Ministry of Corporate Affairs (“MCA”), the ordinary resolution passed under erstwhile Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act i.e. upto September 11, 2014.As such, it is necessary to obtain fresh approval of the Members by means of a Special Resolution, to enable the Board to borrow money(ies), apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, in excess of the paid-up capital and free reserves of the Company and to create charge/mortgage/hypothecate on the Company’s properties, both present and future, in favour of the Lender(s), Agent(s) and Trustee(s).

Approval of the members is therefore being sought to borrow money upto ` 25,000 crore (Rupees Twenty Five Thousand Crore Only), in excess of the aggregate of paid-up share capital and free reserves of the Company and to create charge/mortgage/hypothecate on the Company’s properties, both present and future, in favour of the Lender(s), Agent(s) and Trustee(s).


for for Creation of security on the properties of the Company, both present and future

The Members of the Company at the Annual General Meeting held on December 21, 2009, had authorized the Board of Directors pursuant to Section 293(1)(d) of the Companies Act, 1956, to borrow monies, from time to time, on behalf of the Company, sums not exceeding ` 25,000 crores (Rupees Twenty Five Thousand Crores Only), over and above the aggregate of paid-up share capital and free reserves of the Company.Also, the Members of the Company at the Annual General Meeting held on December 2, 2007 had authorized the Board of Directors pursuant to Section 293(1)(a) of the Companies Act, 1956, to create charge on moveable and/or immoveable properties of the Company as security in favor of lending agencies for securing the borrowings availed from time to time.

In terms of the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 (“the Act”), which were made effective from September 12, 2013, the above powers can be exercised by the Board only with the consent of the Members obtained by way of a special resolution.

Further, in terms of the circular no. 04/2014 dated March 25, 2014 issued by the Ministry of Corporate Affairs (“MCA”), the ordinary resolution passed under erstwhile Section 293(1)(a) and 293(1)(d) of the Companies Act, 1956 will remain valid for a period of one year from the date of notification of Section 180 of the Act i.e. upto September 11, 2014.As such, it is necessary to obtain fresh approval of the Members by means of a Special Resolution, to enable the Board to borrow money(ies), apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, in excess of the paid-up capital and free reserves of the Company and to create charge/mortgage/hypothecate on the Company’s properties, both present and future, in favour of the Lender(s), Agent(s) and Trustee(s).

Approval of the members is therefore being sought to borrow money upto ` 25,000 crore (Rupees Twenty Five Thousand Crore Only), in excess of the aggregate of paid-up share capital and free reserves of the Company and to create charge/mortgage/hypothecate on the Company’s properties, both present and future, in favour of the Lender(s), Agent(s) and Trustee(s).


for for Approval for the payment of commission to the Non-Executive Directors

Members may be aware that the Board of Directors of the Company, which comprises of eminent professionals from diversified background having rich and varied expertise in the areas of telecom, technology, finance and general management have provided strategic guidance, direction to the Company over the years and have played a very crucial role in growth and success of the Company. Members are also aware that currently the Non-Executive Directors of the Company are not being paid any remunerationexcept Sitting Fees.

Further, in terms of the provisions of the Companies Act, 2013, Directors have been entrusted with new responsibilities. Keeping in view the enhanced role, responsibilities and duties of directors and also considering the contribution made and the time devoted by the Non-Executive Directors in the affairs of the Company and above all the valuable experience and guidance, it is recommended that Non-Executive Directors be remunerated suitably by way of commission for the financial year 2013-14 and for the financial year ending March 31, 2015 and thereafter for all subsequent financial years.Under Section 197 of the Act, in case of a company, where there is a managing or whole time director or manager, payment of remuneration to directors who are neither managing directors nor whole-time directors cannot exceed 1% of the net profits of the Company.

The Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee of the Board) had, subject to the approval of the members of the Company, proposed to remunerate the Non-Executive Directors as under:

• Commission not exceeding Rs. 10 crores, in aggregate for the financial year 2013-14, which is within the aggregate limit of one percent of the net profits of the Company for the financial year, as computed in the manner laid down in Section 198 of the Act or the limits set under the Companies Act, 1956;and• Commission not exceeding one percent of the net profits or such other percentage of net profits of the Company as may be permissible from time to time, for each relevant financial year commencing from financial year ending March 31, 2015 and thereafter for all subsequent financial years.


for for We propose to vote in favour of the dividend for the FY ended 30th June 2014 and confirm the payment of interim dividend.

for for

Power finance limited

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ending March 31, 2014 the Reports of theBoard of Directors’ and Auditors’ thereon.


The Company has incurred total expenses Rs 13979.15 crore as on 31st March 2014 as compared to Rs 11, 305.51 crore as on 31st March 2013



To confirm interim dividend and declare dividend for the financial year ended March 31, 2014

To appoint a Director in place of Shri A K Agarwal (DIN 01987101), who retires by rotation,and being eligible, offers himself for re-appointment.

Mr. Agarwal is a director in the company since 13th July 2012. He is a BE in electronics by qualification. He is handling the portfolio as Director (projects) of appraisal, sanction and disbursement of financing proposals in the state and private sectors and increasing focus on consortium lending and expanding company’s business through backward and forward linkages.

he has 100% attendance in Board meetings. He holds directorship in 10 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for

for for

To fix remuneration of Statutory Auditors



To adopt new articles of association of the Company

The existing Articles of Association (“AoA”) are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956. The Companies Act, 2013 is now largely in force other than the provisions relating to matters which require sanction/confirmation of National Company Law Tribunal.

With the enactment of new Companies Act, 2013, several regulations of the existing AoA of the Company require alteration and/or deletion. Given this position, it is considered expedient to replace the existing AoA by a new set of AoA.

The new AoA to be substituted in place of the existing AoA is based on Table “F” of Schedule I of the Companies Act, 2013, which sets out the model articles of association for a company limited by shares.


for for To raise funds through Rs. 55000 crore through issue of Bonds/Debentures/notes/debt securities on private placement basis

The company is a notified public financial institution under Section 2(72) of the companies act 2013, and a systematically important non deposit taking NBFC classified as a IFC by RBI. it is in business of providing financial assiatance to power utilities for meeting financing and development requirements of power sector. To meet its fund requirement PFC has been raising the funds by way of issuance of bonds, term loans, from banks/FI and ECB etc.

The main constituents of Company’s Borrowings are generally in the form of public/Private placement of long/short term taxable/ tax free/infrastructure/ Zero Coupon./subordinated bonds, ECB by way of syndicated loan, Line of Credit, Long term. Meduim Term, and short term loans.

The provisions of Section 42 requires fresh approval for a year for issuance of private placement of NCDs. The company proposes to raise funds through Rs. 55000 crore through issue of Bonds/Debentures/notes/debt securities on private placement basis .

Since it is in compliance with the provisions of the companies act 2013, we may vote for the same.


for for

Oil India Limited

To receive, consider and adopt the Audited BalanceSheet of the Company as at 31st March, 2014 andthe Statement of Profit & Loss for the year ended onthat date together with Reports of the Auditors,Directors and Comments of the Comptroller & AuditorGeneral of India thereon.




No major disqualification has been made in the Auditor’s report, C&AG Report and secretarial Auditor Report.

To confirm the payment of Interim Dividend andSecond Interim Dividend and to declare Final Dividendfor the financial year 2013-14 on the equity shares ofthe Company.

We propose to vote in favour of the dividend for the FY ended 30th June 2014 and confirm the payment of interim dividend.

for for

for for

To appoint a Director in place of Shri N.K.Bharali(DIN:03262719), who retires by rotation and beingeligible, offers himself for reappointment.

Shri Bharali has over three decades of experience in Petroleum exploration and production industry. Shri Bharali has worked in different functional areas relating to Production of oil & gas, Strategic & Corporate planning, HRM & HRD. He is ardent learner & corporate facilitator in the sphere of HR & Industrialrelations. Shri Bharali has experience of leading many workforce initiatives & welfare measures & setting HR strategy to facilitate business growth through the change management initiatives. His manifold competencies and expertise include strong persuasive interpersonal & communication skill, excellent art of negotiation, resource deployment, career design, policy formulation; risk taking, quick decision making, corporate performance planning, goal setting & talent acquisition etc. He has travelled extensively across the globe & led business delegation to UK, Venezuela, Europe, South East Asia, Gulf countries & Australia etc. Shri Bharali was holding th e position of GGM (HR&BD) at corporate office, Noida prior to taking over as Director (HR&BD)

He has 100% attendance in Board meetings. He holds directorship in 2 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


To appoint a Director in place of Shri S.Rath(DIN:03495179), who retires by rotation and beingeligible, offers himself for reappointment.

Currently holding position of Director (Operations), Shri Rath has diverse and rich experience of over three decades in Petroleum exploration, development and production and is responsible for Company'sexploration, development, resource management, oil, gas and LPG production and pipeline business.He has worked in different functional & geographical areas of OIL both in-country & overseas. Heled the strategic organizational change initiative as Chief Coordinator. He has also served as Deputy Director General in DGH. He is an active member of Association of Petroleum Geologists & IndianGeologic al Congress



for for To authorise Board of Directors to decideremuneration / fees of the Statutory Auditors of theCompany appointed by the Comptroller & AuditorGeneral of India for the financial year 2014-15.

The auditors of the Company are decided by the C&AG. The Companies act 2013 as well as C&AG allows fixation of remuneration by the Members of the Company. the members can sub delegate fixation of remuneration to Board of Directors.


for for To appoint Smt. Rupshikha Saikia Borah(DIN:06700534), as Director of the Company

Smt. Rupshikha Saikia Borah was appointed as Director (Finance) of the Company by the President of India vide letter no C-31014/1/2012-CA dated. 29.07.2013 issued by Ministry of Petroleum and Natural Gas and was accordingly appointed as anAdditional Director w.e.f 01.10.2013 to hold office upto this Annual General Meeting.

Mrs. Rupshikha Saikia Borah has taken over as Director (Finance) of Oil India Limited (OIL) October, 2013. She is the first ever lady functional director in the Board of OIL. Ms. Borah has to her credit over 27 years of rich experience in diverse fields of Financial Management, Audit and Strategic Planning. She had been honoured with the ‘Best CA Professional Woman Achiever Award’ by The Institute of Chartered Accountants of India and had also received a special commendation “Petrofed Woman Executive of Oil & Gas Industry Award” by Petrofed, India.

Mrs. Borah is a post graduate in Commerce from Delhi School of Economics and has the distinction ofbeing the first lady Chartered Accountant from the North-East India. Her laurels include the prestigiousFulbright Hubert Humphrey Fellowship, USA.

She has 100% attendance in Board meetings. She holds directorship in 3 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since the director has been nominated by GOI, his appointment is in compliance with the provisions of the Companies act 2013, we may vote for the same

for for To appoint Shri. Subhasish Panda (DIN: 02331848),as Director of the Company

Shri. Subhasish Panda was appointed as a Government Nominee Director of the Company by the President of India vide letter no.C-31033/1/2012- CA/FTS:18688 dated. 26.02.2014 issued by Ministry of Petroleum and Natural Gas and was accordinglyappointed as an Additional Director w.e.f. 26.02.2014 to hold office upto this Annual General Meeting.

Mr. Subhasish Panda joined the Indian Administrative Service in the year 1997 and was allotted Himachal Pradesh as his cadre. He has done his M.Sc and M.Phil. in Environmental Sciences from the Jawaharlal Nehru University, New Delhi. He has also done his M.A in Governance and Development from the Institute of Development Studies, University of Sussex, UK. He has more than ten years of experience in district administration in various capacities of Sub-Divisional Magistrate,Additional Deputy Commissioner and Deputy Commissioner-Cum-District Collector. He has worked asthe Head of various Departments including Department of Social Justice&Empowerment, Town & Country Planning, Urban Development, Information Technology, Tourism. He has also had two stints as the Managing Director of the HP Tourism Development Corporation.He has served in the State as Director Institutional Finance-cum-Special Secretary (Finance). He has been Advisor Planning tothe State Government. Before joining the Ministry of Petroleum & Natural Gas on deputation from the State Government, he was functioning as Secretary to the Government of HP in charge of General Administration, Urban Development, Town & Country planning, Housing, Sainik Welfare and Secretariat Administration.

he has 0% attendance in Board meetings. He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since the director has been nominated by GOI, his appointment is in compliance with the provisions of the Companies act 2013, we may vote for the same

for for

for for

To appoint Shri. Sudhakar Mahapatra (DIN:06941346), as Director of the Company

Shri. Sudhakar Mahapatra was appointed as Director (E&D) of the Company by the President of India vide C-31014/4/2012-CA/FTS:22762 dated. 01.08.2014 issued by Ministry of Petroleum and Natural Gas and was accordingly appointed as an AdditionalDirector w.e.f 04.08.2014 to hold office upto this Annual General Meeting.

The terms and conditions regulating the appointment of Shri. Sudhakar Mahapatra is to be determined by the Government of India.

Shri Sudhakar Mahapatra, joined Oil India Ltd as Director (Exploration & Development) on 4.08.2014. He is Msc. In geology and having an International Diploma in “Petroleum Exploration and Reservoir Evaluation” from NTH, Trondheim, Norway. He possesses experience of more than 33 years in various facets of petroleum exploration and development which includes exploration strategy & planning, integrated Geoscientific evaluation, Discovery appraisal, acreage management, reserve management,Techno-commercial evaluation of opportunities, management of strategic unit abroad etc. He possessesdeep understanding of exploration management under PSC/JV regimes, E&P business development process, Domestic and global petroleum sector, various software’s/technologies of the sector. Prior to joining OIL, he has worked in ONGC and OVL in various capacities. He headed SBU unit at Nigeria and E&P group at OVL Delhi. He has also won many awards and recognitions as a geologist and a manager. He also has to his credit many publications in National and International journals besides presentations at international forums.

He does not hold directorship in any other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

Since the director has been nominated by GOI, his appointment is in compliance with the provisions of the Companies act 2013, we may vote for the same.

To ratify the remuneration of the Cost Auditors forthe financial year 2014-15

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s Mani & Co., Cost Auditor at an aggregate remuneration of Rs.3 lakhs plus applicable taxes and out of pocket expenses to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. Accordingly, consent ofthe members is sought for passing an Ordinary Resolution for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2015.

Since the appointment and remuneration fixed is in compliance with the provisions of the Companies act 2013 we may vote for the same.


for for

for Against

Gateway Distriparks Limited

To receive, consider and adopt the Balance Sheet as at March 31, 2014 and Statement of Profit & Loss for the year endedon that date, the Reports of the Directors and Auditors thereon

The Company has earned total revenue Rs 2,005,578,269 as on 31st March 2014 as compared to Rs 2,141,375,773 as on 31st March 2013

The Company has incurred total expenses Rs 1,448,402,939 as on 31st March 2014 as compared to Rs 1,298,594,997 as on 31st March 2013

Net profit being Rs. 370,730,569 as on 31st March 2014 as compared to Rs 575,550,293 as on 31st March 2013 .

No major disqualification has been made in the Auditor’s report, C&AG Report and secretarial Auditor Report.

To confirm the interim dividends declared by the Board of Directors for the financial year ended March 31, 2014.


To re-appoint Auditors

The Company proposes to appoint M/s. Price Waterhouse, Firm Registration No. 301112E, Chartered Accountants as Statutory Auditors to hold office from the conclusionof this Annual General Meeting until the conclusion of the next Annual General Meeting.As per companies act 2013, the auditor needs to be appointed for a period of six years. Since appointment is not in compliance with provisions of Companies act 2013 and voting policy, we may vote against the same.

for for To re-appoint Mr. Gopinath Pillai (DIN:00268337), who retires by rotation in the Annual General Meeting, and beingeligible, offers himself for re-appointment as Director

Mr. Gopinath Pillai, aged 76 years, is non-executive Chairman of the Company. His varied business interests include investments in education, logistics and information technology. He has been Singapore’s Ambassador-at-Large since August 2008. He is the Chairman of the Management Board of the Institute of South Asian Studies as well as Deputy Chairman of Ang Mo Kio-Thye Hua Kwan Hospital Limited, a non-government organisation-administered hospital for step-down care, at Singapore. He is a member of the Steering Committee of the Indian Heritage Centre project and Chairman of its Concept and Content Subcommittee,at Singapore.

He has held positions of Chairman of NTUC Fairprice Co-operative Ltd; Trustee of NTUC Healthcare Co-operative Ltd; Director of NTUC Choice Homes Co-operative Ltd; and President of the National University of Singapore Society, at Singapore.

He has received several awards in Singapore, including the Friend of Labour (NTUC 1987); Meritorious Award (NTUC 1990); Friend of MCD (1998); and Friend of IT (SCS 2001). The Singapore government has awarded Ambassador Pillai the Public Service Star Award (BBM) in 1999 and BBM (BAR) in the 2009 National Day Awards. Mr. Pillai has been awarded Padmashri on the occasion of India’s 63rd Republic Day.



for for Appointment of Mr. Saroosh Dinshaw (DIN: 00034110) as an Independent Director of the Company

Pursuant to Clause 49 of the Listing Agreements entered with the Stock Exchanges, the Company had appointed Mr. Saroosh Dinshaw, Mr. Shabbir Hassanbhai, Mr. M P Pinto, Mr. Bhaskar Avula Reddy and Mrs. Chitra Gouri Lal as Independent Directors at different times.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (“Act”), effective from April 1, 2014, listed companies are required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

Mr. Dinshaw, aged 43 years, is a commerce and law graduate. He holds a Master’s degree in Business Administration and hasover 20 years of experience in the field of finance and investments. Mr. Dinshaw is an Independent Director of the Companyand a member of the Audit Committee and the Stakeholders Relationship Committee of the Company.

Mr Dinshaw has 100% attendance in Board meetings. He holds directorship in 2 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA




Since appointment is in compliance with provisions of Companies act 2013, we may vote for the same

for for Appointment of Mr. Shabbir Hassanbhai (DIN: 00268133) as an Independent Director of the Company.



Mr. Shabbir Hassanbhai, aged 67 years, is an accountant and has more than 40 years of business experience in manufacturing and cross border trading of wood products and metals. He has worked in Singapore, Middle East and USA. Mr. Hassanbhai is an Independent Director of the Company and has been part of many committees of the Board and is also on the Board of its subsidiaries viz., Gateway Rail Freight Ltd and Snowman Logistics Ltd.Mr. Hassanbhai serves on various public and charitable institutions in Singapore. He is currently Singapore’s Non-Resident High Commissioner to the Federal Republic of Nigeria; Chairman, of the Africa Business Group; Co-Chair, of the Singapore-Oman and Vice Chairman, Singapore- Saudi Business Councils; Member, ASEAN-India Business Council; Board Member, National Council of Social Services; Council Member, Singapore Business Federation; Secretary, of Singapore Indian Development Association.

Mr Hassanbhai has 95% attendance in Board meetings. He holds directorship in 3 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA



for AgainstAppointment of Mr. M P Pinto (DIN: 00021565) as an Independent Director of the Company.



Mr. M. P. Pinto, aged 71 years, is a retired IAS Officer. He holds a degree in Bachelor of Arts (Political Science) and has completed his Masters in Sociology. He has also completed his Masters in Public Administration from Harvard University, USA. He started his working career as a management trainee with Hindustan Lever in 1966 and was later selected into IndianAdministrative Service. During his career as an IAS officer, he held various positions such as the Vice-Chairman & Managing Director of Maharashtra State Road Transport Corporation, Managing Director of Maharashtra State Finance Corporation, Chairman of Maharashtra State Electricity Board, Director General (Shipping) for the Government of India and Chairman of Jawaharlal Nehru Port Trust (JNPT). As the Chairman of JNPT, Mr. Pinto played a stellar role in opening the port sector to private investment and in popularising the concept of a landlord port. He is the only Indian to have been elected as Vice Chairman of the Council of International Maritime Organisation. Mr. Pinto was inducted into the Board in June 2004. He is currently an Independent Director and the Chairman of Nomination, Remuneration & ESOP Committee and a member of the Audit Committee and Stakeholders Relationship Committee.

Mr Pinto has 95% attendance in Board meetings. He holds directorship in 12 other companies including Gateway Distriparks (Kerala) Ltd. a subsidiary of Gateway Distriparks Limited. since he is a director in both the holding and subsidiary company, as per Companies act 2013, the director loses his independency. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for Appointment of Mr. Bhaskar Avula Reddy (DIN: 06554896) as an Independent Director of the Company



Mr. Bhaskar Reddy, aged 61 years, has served the Government of India in Indian Revenue Service (Income Tax) for over 30years. He has a Masters degree in Science (Chemistry) and a Law degree. He has attended a Senior Management Programmeat York University Business School, Toronto, Canada.He has held key assignments as Commissioner of Income Tax, Director in Cabinet Secretariat, New Delhi, First Secretaryin Indian Embassy, Yangon (Myanmar) and as Adjudicating Authority under FERA. He was awarded a Certificate of Meritand a Certificate of Appreciation by the Central Board of Direct Taxes. He has extensive experience in taxation, generalmanagement and finance.

Mr Reddy has 90% attendance in Board meetings. He holds directorship in 8 companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

he does not hold any pecuniary relationship with the Company.


for for Appointment of Mrs. Chitra Gouri Lal (DIN: 02823536) as an Independent Director of the Company



Mrs. Chitra Gouri Lal, aged 63 years, is a retired Senior Officer of the Indian Customs & Central Excise Service, 1974 batch, with a wide range of experience in the Department of Revenue. She has also worked on Central Deputation in the Ministry of Commerce, Ministry of Statistics and Planning and Ministry of Agriculture in different capacities. She holds Masters Degrees from the University of Bath, UK (Fiscal studies) and Indian Institute of Public Administration, New Delhi.

Mrs. Gouri Lal has 90% attendance in Board meetings. she holds directorship in one other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA





for for

for for

Amend Employee Stock Option Plan 2013 (ESOP 2013)

The Shareholders had approved the Employee Stock Option Plan 2013 (ESOP 2013) at the Extra-ordinary General Meetingof the Shareholders of the Company held on 8th March 2013. The ESOP 2013 envisaged grant of options for equity sharesto persons (a) who are in permanent employment of the Company as may be determined by the Remuneration & ESOPCommittee, from time to time, including any Director of the Company, whether whole time or otherwise and (b) who are inpermanent employment of the subsidiaries of the Company (present and future), as may be determined by the Remuneration& ESOP Committee, from time to time, including any Director of the Subsidiary Company, whether whole time or otherwise.Under Section 149(9) of the Companies Act, 2013 (“Act”), Independent Directors should not be granted stock options in thecompany. Therefore, the Employee Stock Option Plan 2013 (ESOP 2013) is being amended to comply with the provisions ofthe Act.

Since it is in compliance with the provisions of Companies act 2013 and is in normal course of business we may vote for the same.

Borrowing powers

In the Extra-ordinary General Meeting held on 11 November 2005, the members of the Company had passed an Ordinary resolution under Section 293 (1)(d) of the Companies Act,1956, granting their consent for availing borrowings not exceeding Rs. 500 crores.

Resolution seeks similar consent under Section 180(1)(c) of the Companies Act, 2013. The maximum limit for borrowings will now be Rs. 400 crores, over and above the aggregate of the paid up share capital and free reserves of the Company.

In order to secure the borrowings referred to in Item 11, the Company has to create security by way of mortgage /charge/ hypothecation of its assets and properties, both present and future. Since mortgaging or charging the moveable and/or immoveable properties and assets of the Company, with the right of taking over management or control in certain events ofdefault may be considered to be disposal of the Company’s undertaking under Section 180 (1)(a) of the Companies Act, 2013,


for for

for for

Creating charge/mortgage

In the Extra-ordinary General Meeting held on 11 November 2005, the members of the Company had passed an Ordinary resolution under Section 293 (1)(d) of the Companies Act,1956, granting their consent for availing borrowings not exceeding Rs. 500 crores.

Resolution seeks similar consent under Section 180(1)(c) of the Companies Act, 2013. The maximum limit for borrowings will now be Rs. 400 crores, over and above the aggregate of the paid up share capital and free reserves of the Company.

In order to secure the borrowings referred to in Item 11, the Company has to create security by way of mortgage /charge/ hypothecation of its assets and properties, both present and future. Since mortgaging or charging the moveable and/or immoveable properties and assets of the Company, with the right of taking over management or control in certain events ofdefault may be considered to be disposal of the Company’s undertaking under Section 180 (1)(a) of the Companies Act, 2013,


Issue of NCDS thru private placement

Under the provisions of Section 42 of the Companies Act 2013 and the Companies (Prospectus and Allotment of Securities)Rules, 2014, the Company is required to obtain the approval of its members to offer or invite subscription to securities madeby the Company on a private placement basis. The Company may offer secured / unsecured, non-convertible debentures onprivate placement basis in one or more tranches, to avail financial assistance. Hence the resolution at item 13, authorizes theBoard of Directors to offer or invite subscription of secured / unsecured, redeemable non-convertible debentures, within theoverall borrowing limits, not exceeding Rs. 400 crores, over and above the aggregate of the paid up share capital and freereserves of the Company, as may be required by the Company, from time to time, for a year from the conclusion of this AnnualGeneral Meeting.



for for

for Against

Gillette India Limited

Consider and adopt the Audited Balance Sheet as at June 30,2014, statement of profit and loss and the cash flow statement together with the report of directors and auditors thereon

The Company has earned total revenue Rs 178141 lakhs as on 30th June 2014 as compared to Rs 147427 lakhs as on 30th June 2013.

The Company has incurred total expenses Rs 170075 lakhs as on 30th June 2014 as compared to Rs 133602 lakhs as on 30th June 2013

Net profit being Rs. 5142 lakhs as on 30th June 2014 as compared to Rs 8716 lakhs as on 30th June 2013 .

In the light of the new companies act 2013 the Company should consider adopting April-March financial year w.e.f Financial year 2014-15. No major disqualification has been made in the Auditor’s report. We propose to vote for the resolution

Declaration of dividend for the financial year ended June 30, 2014


Appointment of Mr. Pramod Agarwal(holding DIN:00066989) liable to retire by rotation, offers himself for reappointment

Mr. Pramod Agarwal(holding DIN: 00066989),52, has the qualification of MBA in Finance.

He has less than 50% attendance in Board meetings.He holds directorship in 2 other companies. As a matter of good Corporate Governance and as per voting policy of IDBI AMC he should maintain atleast 75% attendance in the Board meetings. The director is not being named in the defualter’s list of RBI or prosecution list of MCA.

Further, Mr. Pramod Agarwal does not hold any pecuniary relationship with the Company.

Since appointment is not in compliance with voting policy, we may vote against the same.

for Against

for Against

Appointment of Messrs. Deloitte Haskins and Sells LLP, Chartered Accountants as Auditors of the company

Pursuant to section 139 of the Companies Act, 2013 auditors are required to be appointed for a term of 5 years, the company intends to appoint the auditors for a period commencing from the conclusion of the AGM to be held on September 29, 2014(this being the 30th AGM) until the conclusion of the Thirty Third AGM, that is for a period of 3 years for such remuneration as may be decided by the Board.

Since the appointment is in conformity with provisions of the Act, we may vote against the same.

Appointment of Mr. B S Mehta(holding DIN:00035019) as non executive Independent Director not liable to retire by rotation

.Mr. B S Mehta (holding DIN: 00035019), 78, is a graduate in commerce and a fellow member of the Institute of Chartered Accountants of India. Mr Mehta is an accountant in practice dealing with taxation, accountancy and valuation of mergers and acquisitions.

He has 100% attendance in Board meetings.He holds directorship in 14 other companies. Out of which 10 companies are public companies, thereby not in confirmity with section 165 of the Companies Act 2013 and listing agreement. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA.

The tenure proposed herewith is upto a period of five years with effect from September 29, 2014.

Further, Mr. B S Mehta does not hold any pecuniary relationship with the Company.



Since appointment is not in conformity with provisions of Companies act 2013, we may vote against the same.

for AgainstAppointment of Mr. C R Dua(holding DIN:00036080) as non executive Independent Director not liable to retire by rotation

Mr C R Dua (holding DIN: 00036080), 62, is the founder of Dua Associates which is one of the prominent law firms in India. He has been actively involved in the process of regulatory reforms in India consistent with India’s multilateral trade policy commitments.

He has 60% attendance in Board meetings. He holds directorships in 20 other companies. In addition he is acting as an alternate director in McCann-Erickson (India) Pvt Ltd. The director should consider reducing his directorship in companies so as to be within the regulatory prescriptions.

The tenure proposed herewith is for a term upto five years with effect from September 29,2014

The director is not being named in the defaulter’s list of RBI or prosecution list of MCA.

Further, Mr. C R Dua does not hold any pecuniary relationship with the Company. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


Since appointment is not in compliance with provisions of Companies act 2013, Listing agreement and voting policy of IDBI AMC, we may vote against the same.

for AgainstAppointment of Mr. Gurcharan Das(holding DIN:00032103) as non executive Independent Director not liable to retire by rotation

Mr. Gurcharan Das (holding DIN: 00032103), 70, is an author, management guru and public intellectual. He graduated with honoursfrom Harvard University and later attended Harvard Business School (AMP), where he is featured in three case studies. He has been on the juries of the McKinsy Award for the best Harvard Business Review article, the Milton Friedman award and the Templeton Prize.

He has 60% attendance in Board meetings. He holds directorships in 6 other companies. As a matter of good Corporate Governance and as per voting policy of IDBI AMC he should maintain atleast 75% attendance in the Board meetings.

The tenure proposed herewith is for a term upto five years with effect from September 29,2014


Further, Mr Das does not hold any pecuniary relationship with the Company. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


Since appointment is not in conformity with voting policy of IDBI AMC, we may vote against the same.

for Against

for for

Appointment of Mr. A K Gupta(holding DIN:02588131) as non-executive Independent Director of the Company, not liable to retire by rotation

MR. A K Gupta(holding DIN:02588131),68, is an engineer from Indian Institute of Technology,Delhi besides holding Post Graduate Diploma in Industrial Management from Jamnalal Bajaj Institute of Management Studies, Mumbai.Mr. Gupta is an expert in the field of manufacturing and supply chain management. He has vast experience over 35 years in India and abroad in the field of manufacturing and product supply and had held various senior management positions.

He has 100% attendance in Board meetings. He holds directorships in 1 other company, as Independent Director, namely Procter& Gamble Hygiene and Health Care Limited. The notes appended to the financial statements disclose that the said company where he is a director is a fellow subsidiary.

Section 149(6)(b)(i)and(ii) of the Companies Act, 2013 states that: an independent director should not be a promoter or director of a company’s holding, subsidiary or associate company. The section further states that the independent director should not hold any pecuniary relation relationship with the company, its holding company, subsidiary or associate company during the two immediate preceeding years or during the current financial year. The tenure proposed herewith is for a term upto five years with effect from September 29,2014

The director is not being named in the defaulter’s list of RBI or prosecution list of MCA.. As per provisions of Companies act 2013 while deciding the tenure of an Independent Director on the date of commencement of this act, the tenure already served as on the date of Commencement of this act (01.04.2014) shall not be counted.


Since appointment is not in confirmity with provisions of Companies Act 2013, we may vote against the same.

Appointment of Ms Sonali Dhawan (holding DIN: 06808527) as non- executive director of the company liable to retire by rotation

Ms. Sonali (holding DIN: 06808527), 38, is a graduate from Lady Sriram College, with BCom (Hons.) in Business Studies. She holds Masters in Business Administration in Marketing from the Indian Institute of Management, Ahmedabad.

She has 100% attendance in Board Meetings and is a director at 1 other company.


Further, Ms Sonali does not hold any pecuniary relationship with the Company.

Since appointment is in compliance with provisions of Companies Act 2013, we propose to vote for the same.

for for Payment of remuneration to cost auditors for the financial year 2014-2015

The Board of Directors on their meeting held on August 12, 2014, on the recommendation of the Audit Committee, approved the appointment of M/s Ashwin Solanki & Associates, Cost Accountants as the Cost Auditor to conduct the audit of the Cost records of the Company for the Financial Year 2014-15 and remuneration of Rs. 6, 00,000 plus service tax and out-ofpocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013read with Rule 14 of Companies (Audit and Auditors) Rules 2014, theremuneration payable to the Cost Auditors has to be ratified by the members ofThe Company.

Since the proposal is in compliance with the provisions of the Companies Act 2013, we may vote for the same.


for for

The Great Eastern Shipping Company Limited

To receive, consider and adopt :a) the audited financial statements of the Company for the financial year ended March 31, 2014, the reports of theBoard of Directors and Auditors thereon; and

b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2014.

The Company has earned total revenue Rs 1780.25 Crores as on 31st March 2014 as compared to 2033.79 Crores as on 31st March 2013

The Company has incurred total expenses Rs 999.41 Crores as on 31st March 2014 as compared to Rs 1304.08 Crores as on 31st March 2013

Net profit being Rs. 204.68 Crores as on 31st March 2014 as compared to Rs 146.26 Crores as on 31st March 2013.




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for for

To appoint a Director in place of Mr. K. M. Sheth (DIN: 00022079), who retires by rotation and being eligible, offershimself for reappointment.

Mr. K. M. Sheth joined the Company in 1952 and was inducted on the Board of the Company in 1970. He became the Deputy Chairman and Managing Director in 1975 and rose to become the Chairman and Managing Director in 1992. He has been providing invaluable guidance to the Company in its strategic and decision making policies.

Previously, Mr. K. M. Sheth held the post of President of the Indian National Shipowners Association (INSA) and was the employers’ group Chairman in the International Labour Organization (ILO) plenary session in Geneva. He continues to be Chairman of the South Asia Advisory Committee of Lloyds Register of Shipping and also Chairman of the South AsiaCommittee of Det Norske Veritas. He is also a member of the Indian Committee of Nippon KaijiKyokai, Japan and American Bureau of Shipping. He is also on the board of Britannia Steamship Insurance Association Limited, London.

Mr. K. M. Sheth has decided to reduce his day to day commitments and, therefore, expressed a desire to relinquish the office of the Whole-time Director and accordingly ceases to be the Whole-time Director of the Company with effect from September 01, 2014. He will continue to be the Non-Executive Chairman on the Board of Directors of the Company.

Mr. K. M. Sheth has offered to be treated as Directors liable to retire by rotation pursuant to Section 152 of the Companies Act,2013.

Since the appointment is in compliance with the provisions of the Companies act 2013, we propose to vote for the same.

Re-appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants(Registration No. 104607W), Auditors, liable to retire.

The company proposes to appoint M/s. Kalyaniwalla & Mistry, Chartered Accountants (Registration No. 104607W), who are liabe to retire for a further period commencing from the conclusion of the Annual General Meeting (`AGM’) to be held on September 25 until the conclusion of the third consecutive Annual General Meeting of the Company to be held in the calendar year 2017 (subject to ratification of the appointment by Members at every AGM held after this AGM) at a remuneration to be determined by the Board of Directors.” Since the appointment is in compliance with the provisions of the Companies Act and other applicable provisions, we propose to vote for the same.

for for The company proposes to appoint M/s. Kalyaniwalla & Mistry, Chartered Accountants (Registration No. 104607W), who are liabe to retire for a further period commencing from the conclusion of the Annual General Meeting (`AGM’) to be held on September 25 until the conclusion of the third consecutive Annual General Meeting of the Company to be held in the calendar year 2017 (subject to ratification of the appointment by Members at every AGM held after this AGM) at a remuneration to be determined by the Board of Directors.”

Mr. Cyrus Guzder has a Masters Degree (Honours) from Trinity College, Cambridge University, U.K. in Economics & Oriental Studies.

He is the Chairman & Managing Director of AFL Private Ltd. (formerly known as Airfreight Ltd.) founded in 1945.

Mr. Guzder held leadership positions in the three national associations representing airfreight forwarders, travel agents and express courier companies. He has also chaired CII’s National Council of Civil Aviation and National Committee on Logistics.

Mr. Guzder has also served on the Local Advisory Board of Barclays Bank India and recently on the National Transport Development Policy Committee chaired by Dr. Rakesh Mohan. He is currently a Member of the Court of Governors of the Administrative Staff College of India.

He has 80% attendance in Board meetings. He holds directorships in 2 other public companies.



Further Mr. Cyrus Guzder does not hold any pecuniary relationship with the Company.



Since appointment is in compliance with provisions of Companies act 2013, we propose to vote for the same

for AgainstAppointment of Mr. Keki Mistry(DIN: 00008886), as independent director

Mr. Keki Mistry is a Chartered Accountant and a Fellow Member of the Institute of Chartered Accountants of India. Mr. Keki Mistry is the Vice Chairman and Chief Executive Officer of Housing Development Finance Corporation Limited (HDFC). Mr. Keki Mistry joined HDFC in October 1981. Prior to HDFC, Mr. Keki Mistry worked for Indian Hotels Co. Ltd.

Besides his responsibilities within HDFC, Mr. Keki Mistry has been deputed on consultancy assignments to the Commonwealth Development Corporation (CDC) in Thailand, Mauritius, Caribbean Islands and Jamaica to review and evaluate the operations of mortgage financial institutions in these countries.

He has 100% attendance in Board meetings. He holds directorships in 12 other public companies including as independent director of Greatship(India) Limited, asubsidiary of the company. Section 149(6)(b)(i)and(ii) of the Companies Act, 2013 states that: an independent director should not be a promoter or director of a company’s holding, subsidiary or associate company. The section further states that the independent director should not hold any pecuniary relation relationship with the company, its holding company, subsidiary or associate company during the two immediate preceding years or during the current financial year





Since appointment is not in compliance with provisions of Companies act 2013, we propose to vote against the same

for AgainstAppointment of Mr. VineetNayyar (DIN:00018243), as independent director

Mr. Vineet Nayyar holds a Master’s degree in Development Economics from Williams College, Massachusetts. He has varied experience in Government, multilateral financial institutions and corporate sector. He was the member of the Indian Administrative Service. He has held major assignments such as:1970-73: Secretary, Agriculture, State of Haryana.1973-78: Director, Department of Economic Affairs, Ministry of Finance, Government of India.

He has held various prestigious positions in The World Bank, Washington DC:1978-86:Chief, Petroleum Department, Europe, Middle East and North Africa. Chief and Head of Energy Department, East Asia and Pacific.1991-95:Chief and Head of Energy, Finance and Infrastructure Departments, East Asia and Pacific.

During this period he led the first Energy mission to China and was responsible for the privatization of Infrastructure in Philippines, reorganisation of the Central Bank of Philippines and financial reforms and reorganisation of the Central Bank of South Korea, etc.

He was the Promoter and Vice Chairman of HCL Technologies. He was also the founder and Chief Executive Officer of HCL Perot Systems. He was also the Chairman and Managing Director of Gas Authority of India Limited (GAIL). As the first regular Chairman of GAIL he was responsible for setting up the HBJ pipeline, gas fractionation plants and the startup of Auriya PetroChemical Plant. He is currently Executive Vice Chairman of Tech Mahindra Ltd.

He has 65% attendance in Board meetings. He holds directorships in 5 other public companies including as independent director of Greatship(India) Limited, asubsidiary of the company. Section 149(6)(b)(i)and(ii) of the Companies Act, 2013 states that: an independent director should not be a promoter or director of a company’s holding, subsidiary or associate company. The section further states that the independent director should not hold any pecuniary relation relationship with the company, its holding company, subsidiary or associate company during the two immediate preceding years or during the current financial year


for for Appointment of Mr. BerjisDesai (DIN:00153675) as independent director

Mr. Berjis Desai is an eminent Solicitor and is currently the Managing Partner of J. Sagar Associates, a national law firm.

Mr. Desai has completed his B.A. (Hons) (First Class), LL.B. (First Class First) both from University of Bombay, LL.B. (now LL.M.- First Class First, starred First) from University of Cambridge, U.K. and Solicitor (First Class First) from Bombay Incorporated Law Society.Mr. Desai has been practicing law since 1980. He specializes in financial & securities laws, structured finances.

He has extensive experience both as an Arbitrator and Counsel in international commercial as well as domestic arbitrations. Mr. Desai is a frequent speaker and presenter at conferences and seminars. He has been a working journalist with a leading Indian daily and is a columnist in Indian newspapers. He is a member of American Arbitration Association, The Bombay Incorporated Law Society and The London Court of International Arbitration. He is an Arbitrator on the panels of The London Court of International Arbitration and ICC (India).

He has more than 80% attendance in Board meetings. He holds directorships in 7 other public companies.



Further Mr. Berjis does not hold any pecuniary relationship with the Company.



for for Appointment of Dr. Rajiv B.Lall (DIN: 00131782) as independent director

Dr. Rajiv B. Lall is the Executive Chairman of IDFC. Dr. Lall has over three decades of experience with leading global investment banks, multilateral agencies and in academia. Dr. Lall’s areas of expertise include project finance, private equity/venture capital, international capital markets, trade, infrastructure and macro-economic policy issues with a focus on emergingmarkets including India and China in particular.

Dr. Lall straddles the policy making and finance worlds. He chairs the Global Agenda Council on Infrastructure of the World Economic Forum; chairs the Infrastructure Council and is a member of the Economic Policy Council of CII (Confederation of Indian Industry) a leading business chamber in the country. He is a member of the Managing Committee of ASSOCHAM and was President of Bombay Chamber of Commerce and Industry. Dr. Lall was India’s representative to the G20 Workgroup on Infrastructure and a member of the City of London’s Advisory Council on India. He is also member of the Planning Commission’s Steering Committee on Urban Development Management set up to help formulate the country’s 12th Five Year Plan; the Prime Minister’s Committees on Infrastructure Finance and Transport Sector Development; Expert Group onModernization of Indian Railways of Ministry of Railways Government of India, and the Reserve Bank of India’s Committee on NBFCs.

Dr. Lall has served on several other Government Committees including those focused on Urban Infrastructure, Bond Market Development and Financial Sector Reform.Prior to joining IDFC, Dr. Lall was variously a Partner with Warburg Pincus in New York; Head of Asian Economic Research with Morgan Stanley in Hong Kong; a senior staff member of the World Bank in Washington D.C. and of the Asian Development Bank in Manila, respectively; and faculty member of the Florida Atlantic University Department of Economics.

Dr. Lall has a number of publications and articles to his credit. He has a B.A. in Politics, Philosophy and Economics from Oxford University and a Ph.D. in Economics from Columbia University.

He has more than 80% attendance in Board meetings. He holds directorships in 7 other public companies.

for for

for for

Appointment of Mr. Tapas Icot (DIN: 00905882) as director liable to retire by rotation

Mr. Tapas Icot is a Commerce Graduate with a Post Graduate diploma in Management Studies. He has also completed his Masters in Financial Management from Mumbai University. He is an Associate of the Insurance Institute of India and a Fellow of the Indian Council of Arbitration.

Mr. Tapas Icot started his career with United India Insurance Co. Ltd. before moving into the shipping industry. He has had stints with India Steamship and Essar Shipping before joining the Company.

Mr. Tapas Icot joined the Company in 1991 as a Manager in the Claims Department and thereafter has been instrumental in key roles including creating a Strategic Planning Cell and heading the Commercial function of the Company. He is now the Head of Shipping Business as President (Shipping). The Board of Directors of the Company, at their meeting held on August 12, 2014 appointed Mr. Tapas Icot as an Additional Director of the Company. By virtue of the provisions of Section 161 of the Companies Act, 230, read with Article 130 of the Articles of Association of the Company, Mr. Tapas Icot will hold office upto the date of the ensuing Annual General Meeting.

The director is not being named in the defaulter’s list of RBI or prosecution list of MCA.Since appointment is in compliance with provisions of Companies act 2013, we propose to vote for the same

Appointment of Mr. Tapas Icot as Wholetime Director designated as ‘Executive Director’ for a period of 5years commencing from August 12, 2014.

The Board of Directors also appointed Mr. Tapas Icot as an Executive Director of the Company for a period of 5 years witheffect from August 12, 2014 on following terms including others being:(a) Salary :Consolidated salary, including Company’s contribution to Provident Fund, Superannuation Fund and all otherallowances, as may be decided by the Board of Directors of the Company in the scale of Rs. 130 lakh p.a. to Rs. 210 lakhp.a.(b) Commission : Payment of commission, calculated with reference to the net profit of the Company for each financial yearand subject to the ceiling laid down in Section 197 of the Companies Act, 2013, as may be fixed by the Board of Directorsof the Company upto one time the annual consolidated salary referred to at (a) above

The remuneration proposed is within the prescribed limits of Companies act 2013, we may vote for the same.

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for for

Approval and adoption of the revised Articles of Association of the Company.

The existing Articles of Association (AoA) of the Company are based on the Companies Act, 1956, and several regulations in the existing AoA containreferences to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Companies Act, 2013 (the Act).

With the coming into force of the Act, several regulations of the existing AoA of the Company require alteration or deletions in several articles.Since the same is in compliance with provisions of Companies act 2013 we may vote for the same

Consent to Board of Directors of the Company for borrowing money not exceeding ` 6000 crore.

Members of the Company had, by the ordinary resolution passed at their Annual General Meeting held on July 29, 2010,authorised the Board of Directors of the Company to borrow upto Rs. 6,000 crore.

As per Section 180 of the Companies Act, 2013 such consent of the company is required by way of a special resolution.

Therefore, it is proposed to authorise the Board of Directors to borrow upto Rs. 6,000 crore by way of a special resolution.

As on March 31, 2014 the total borrowing of the Company was Rs. 3312.45 crore.

We believe raising funds is in the normal course of business for the company and do not view it as negative.

30/09/2014 AGM Management Proposal for for Relaince Power Limited

To consider and adopt :a) the audited financial statement of the Company forthe financial year ended March 31, 2014 and thereports of the Board of Directors and Auditors thereonandb) the audited consolidated financial statement of theCompany for the financial year ended March 31, 2014and the report of the Auditors thereon.

The Company has earned total revenue Rs 554,591 Lakh as on 31st March 2014 as compared to 528,377 Lakh as on 31st March 2013

The Company has incurred total expenses Rs 430,710 Lakh as on 31st March 2014 as compared to Rs 408,416 Lakh as on 31st March 2013

Net profit being Rs. 102667 Lakh as on 31st March 2014 as compared to Rs 101146 lakh as on 31st March 2013.


Since the proposal is in compliance with voting policy and Financial statement as per Schedule VI of Companies act 1956, as clarified vide MCA circular dated 31st March 2014, we may vote for the same.

for for To appoint a Director in place of Dr. V. K. Chaturvedi (DIN: 01802454), who retires by rotation and beingeligible, offers himself for re-appointment.

Dr. V. K. Chaturvedi, 71, is a former Chairman & Managing Director of Nuclear Power Corporation of India Limited. He has also been a Member of the Atomic Energy Commission, Government of India and Chairman of World Association of Nuclear Operators (WANO), Tokyo Centre and also a Governor in the International WANO Board, London for 2 years. Dr. Chaturvedi is a gold medalist in mechanical engineering (1965 batch) from Vikram University and later he did his post-graduation in nuclear engineering from BARC training school, Mumbai. He has over 46 years of experience in relation to design, construction, commissioning and operation of nuclear power plants. He was conferred the ‘Padma Shri’ in the year 2001, one of India’s highest civilian awards. He is also a recipient of number of other prizes and awards

He has 100% attendance in Board meetings. He holds directorships in 1 other public company.



for AgainstTo appoint Auditors and to fix their remuneration

It is proposed to appoint M/s. Chaturvedi & Shah, Chartered Accountants (Firm Registration No. 101720W) and M/s. Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E) as joint Statutory Auditors. These auditors have been auditors of the Company since incorporation. Further the appointment is proposed for a year.

As per companies act 2013, the auditor needs to be appointed for a period of five years subject to ratification at every Annual General Meeting. Thus it can be inferred from the section that an auditor can be appointed for a period of maximum 5 years but not less than 2 years, since the appointment also needs ratification at each AGM during period of such appointment.

Since appointment is not in compliance with provisions of Companies act 2013 and voting policy, we may vote against the same


for for We propose voting in favor of the resolution to declare dividend for the year ended March 31, 2014.

Relaince Capital Limited

To receive, consider and adopt :a) the audited financial statements of the Company for the financial year ended March 31, 2014, the reports of theBoard of Directors and Auditors thereon; and

b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2014.

The Company has earned total revenue Rs 3254 Crores as on 31st March 2014 as compared to 3868 Crores as on 31st March 2013

The Company has incurred total expenses Rs 2790 Crores as on 31st March 2014 as compared to Rs 3164 Crores as on 31st March 2013

Net profit being Rs. 409 Crores as on 31st March 2014 as compared to Rs 662 Crores as on 31st March 2013.


Since the proposal is in compliance with voting policy and Financial statement as per Schedule VI of Companies act 1956, as clarified vide MCA circular dated 31st March 2014, we may vote for the same.


for for

for Against

To appoint a Director in place of Shri Amitabh Jhunjhunwala ( 00045174), who retires by rotation and being eligible, offershimself for reappointment.

Shri Amitabh Jhunjhunwala is a Fellow Chartered Accountant. He has had a wide exposure in developing, strategising and overseeing businesses in financial services, and entertainment sectors. He has experience in the areas of finance, commercial, banking, accounts and general management. Shri Jhunjhunwala is a Vice Chairman of Reliance Capital Ltd.He has 75% attendance in Board meetings. He holds directorships in 2 other public companies. The same is in compliance with voting policy and Companies act 2013




To appoint Auditors and fix remuneration

The company proposes to appoint M/s.Chaturvedi & Shah Chartered Accountants as Statutory Auditors of the Company. These auditors have been auditors of the Company since incorporation. Further the appointment is proposed for a year.

As per companies act 2013, the auditor needs to be appointed for a period of five years subject to ratification at every Annual General Meeting. Thus it can be inferred from the section that an auditor can be appointed for a period of maximum 5 years but not less than 2 years, since the appointment also needs ratification at each AGM during period of such appointment.

Since appointment is not in compliance with provisions of Companies act 2013 and voting policy, we may vote against the same

for for Appointment of Mr.Rajendra Prabhakar Chitale ( 00015986) as independent director

Shri Rajendra P. Chitale, a law graduate and a Chartered Accountant, is a Managing Partner of Chitale& Associates (one of India’s leading boutique structuring, legal and tax advisory firm) and M. P. Chitale& Co. (one of the India’s leading accounting and consulting firms). He is a member of the Insurance Advisory Committee and the Committee on Investment, Expenditure & ULIP Issues of the Insurance and Regulatory Authority of India (IRDA), and has served as a member of the Working Group on Insurance, Pensions, Small Savings, etc., Financial Sector Legislative Reforms Commission, Government of India, the Company Law Advisory Committee, Government of India, the Takeover Panel of the Securities & Exchange Board of India, Investor Education & Protection Fund Committee, Government of India, the Advisory Committee on Regulations of the Competition Commission of India, and the Maharashtra Board for Restructuring of State Enterprises, Government of Maharashtra. He has served as a director on the boards of Life Insurance Corporation of India, Unit Trust of India, Small Industries Development Bank of India, National Stock Exchange of India Ltd., Asset Reconstruction Company (India) Ltd., SBI Capital Markets Ltd., and National Securities Clearing Corporation Limited.

He has 100% attendance in Board meetings. He holds directorships in 8 other public companies. The same is in compliance with voting policy and Companies act 2013



Further he does not hold any pecuniary relationship with the Company.



for for Appointment of Dr. Bhidubhusan Samal(DIN: 00008886), as independent director

Dr. BidhubhusanSamal, Master in Agriculture (Gold Medalist) and doctorate in Economics from Kalyani University, West Bengal. He is also a Post Graduate Diploma holder in Bank Management from the National Institute of Bank Management, Pune. He has more than 30 years of work experience in the field of Banking, Securities Markets and Industrial Finance. He has served as Chairman and Managing Director of Allahabad Bank, Chairman and Managing Director of Industrial Investment Bank of India and as Member of the Securities Appellate Tribunal. Presently, he is a member of the Task Force set up by the Ministry of Heavy Industries and Public Enterprises, Government of India.

He has 100% attendance in Board meetings. He holds directorships in 9 other public companies. The same is in compliance with voting policy and Companies act 2013





Since appointment is in compliance with provisions of Companies act 2013, we propose to vote for the same

for for Appointment of Shri Vijayendra Nath Kaul ( 03070263), as independent director

Shri V. N. Kaul, is a former Comptroller and Auditor General of India (2002 to 2008), is a recipient of Padma Bhushan in 2014. He was Vice Chairman of the United Nations Independent Audit Advisory Committee at UN Headquarters, New York, from 2008 to 2011. Prior to his appointment as C&AG, ShriKaul held senior positions in the Government and in the United Nations system. In Government of India he was, amongst other things, Secretary to the Government of India in the Ministries of Petroleum and Natural Gas, Chemicals and Fertilizers and Coal. Earlier he has also been Principal Secretary, Finance of Madhya Pradesh. He has served as Chairman of public sector and joint sector companies including as Chairman, Petronet LNG. He has also served as a Director of many private and public sector companies and he has been on the Governing Boards of International Bodies. From 1991 to 1998 he was with the United Nations- ESCAP, Bangkok as Advisor, Trade Policy and Negotiations for Asia-Pacific Region. He holds a Masters degree from the University of Delhi and he is a Fellow of the EDI, Washington. He is currently a member of the Eminent Persons Advisory Group (EPAG), constituted by the Competition Commission of India, to give broad inputs and advice on larger issues impacting markets and competition. He has been appointed on the Oversight Committee constituted to advise and oversee the process of monetization of immovable property of Air India. He is mentoring a group of experts on solar energy and another group on modernising government accounts.

He has 75% attendance in Board meetings. He does not hold directorships in any other Company. The same is in compliance with voting policy and Companies act 2013




for for

for for

Appointment of Smt Chaya Virani as director

Pursuant to Section 149 of Companies act 2013 and Clause 49 of Listing Agreement, the Company needs a Woman Director on Board. Hence it is proposed to appoint Smt. Chaya Virani as Director liable to retire by Rotation.

Smt. Chhaya Virani graduated from Mumbai University with a bachelor’s degree in arts. She also holds a bachelor’s degree in legislative laws from the Government Law College in 1976. She is a partner in M/s ALMT Legal Advocates and Solicitors. The director is not being named in the defaulter’s list of RBI or prosecution list of MCA. The same is in compliance with voting policy and Companies Act 2013

Further, she does not hold any pecuniary relationship with the Company.


To raise funds by way of issue of unsecured/secured non-convertible bonds / debentures of the Company on private placement basis

As per Companies act 2013, every company proposing to issue NCD/debentures through private placement is required to seek approval of members for the same only once a year for the all offers proposed during the year.

The Company had sought approval of members for issue of NCD/Debentures through postal ballot dated June 10 2014 upto Rs. 30,000 crore within the overall limit of Rs. 37,000 crore.

The Company proposes to now increase the limit to Rs. 35,000 crore.

Since it is within the overall limit and in compliance with the provisions of the Companies act 2013 we may vote for the same.

9/10/2014 PB Management Proposal for for Axis Bank Limited

Issue of Long term Bonds/Non- Convertible debentures on private placement basis

The Members of the Bank at their 20thAnnual General Meeting held on 27thJune, 2014 had approved borrowing/raising funds by issue of debt instruments forming part of Tier I / Tier II capital and by way of issuance under the MTN programme of the Bank.

Reserve Bank of India has issued guidelines on 15th July, 2014 on ‘Issue of Long Term Bonds by Banks – Financing of Infrastructure and Affordable Housing’ to ensure availability of funding to such sectors. These guidelines enable Banks to raise long term funds from the market.

Accordingly, the Board of Directors at its meeting held on 21st August, 2014 has proposed to obtain the consent of the Members of the Bank for borrowing/ raising funds in Indian currency by issue of long term bonds/Non-convertible debentures in domestic market, in one or more tranches of an amount not exceeding ` 6,000 crores. The pricing of the long term bonds/non-convertible debentures would be in accordance with the applicable statutory guidelines, for cash either at par or premium or at a discount to face value depending upon the prevailing market conditions.

These bonds would be raised at fixed rate or at floating rate.

We recommend voting in favor of the resolutions as these decisions are taken in order to meet their funding requirements which are important for the growth of their business.


for for

SESA Sterlite Limited

Approval to consider increase in borrowing limits of the Company u/s 180(1)(c) of the Companies Act, 2013

The Company intends to increase the borrowing limit of the company u/s 180(1)(c) of the Companies Act, 2013. The amount proposed is an aggregate amount not exceeding Rs 80000 crores or the aggregate of the company’s paid up capital or free reserves whichever is higher.

It appears that the company proposes to utilize Rs 4000 crores for private placement of non convertible debentures or other debt securities with warrants.

Further, the company proposes to utilize Rs 6000 crores for issuance of securities.

Also, the company intends to increase the limits for inter corporate loans, investments and guarantees in accordance to section 186 of the Companies Act, 2013 to an amount not exceeding Rs 60000 crores.

The long term borrowing of the Company as at 31st March 2014 is Rs 20534.22 crores. It is observed that the long term borrowings have not been repaid so far.

It is assumed that these decisions are taken in order to meet the company’s capex requirement which is important for the growth of their business and hence we propose to vote for the same, it being in accordance with our company’s Voting Policy.

Approval to create charge/ mortgage over the properties of the Company for the purpose of borrowing in terms of Section 180(1)(a) of the Companies Act, 2013

The company proposes to create charge/ mortgage over the properties of the Company for the purpose of borrowing amounting to Rs 80000 Crores.

It is assumed that these decisions are taken in order to meet the company’s capex requirement which is important for the growth of their business.

Since it is in compliance with the voting policy and Companies act 2013, we may propose to vote in favour of the resolution with respect to creation of charge.

for for

for for

Non-Convertible Debentures (NCDs) or other Debt Securities;

As per Sections 42 and 71 of the Act, read with the Rules framed thereunder, a company offering or making an invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis is required to obtain the prior approval of the Members by way of a Special Resolution. Such an approval can be obtained once a year for all the offers and invitations made for such NCDs during the year.

NCDs, issued on private placement basis, are a significant source of borrowings for the Company. The long term borrowings of the Company presently aggregate Rs 20,534.22 crores


Approval for issuance of Securities up to INR 6,000 crores

The company proposes to issue in the course of one or more public offering or private placement, securities in the domestic market/ international market by way of issuance of convertible securities including Foreign Currency Convertible Bonds which may be converted into equity or ADR/GDR, including Foreign Currency Exchangeable Bonds which may be exchanged with equity/ADR/GDR, also extending to QIBs.

The spectrum for the issuance of such securities is very wide and the amount of Rs 6000 Crores appears to be adequate to suffice the cause.

The Company proposes to infuse additional capital to tap capital markets and to raise additional long term resources, if necessary in order to sustain rapid growth in the business, for business expansion and to improve the financial leveraging strength of the Company.

Since the proposal is in the normal course of business and within the scope of the Voting policy of our Company, we may vote for the same.

for for

for for

Approval of Private Placement of Non-Convertible Debentures or other Debt Securities with warrants for up to INR 4,000 crores;

The Company plans to raise long term resources, inter alia, to meet fund requirements for repayment of the existing domestic and foreign currency debts, proposed capital expenditure of the group including subsidiary/associate companies of the Company, buy out of balance stake of Hindustan Zinc Limited (HZL) and Bharat Aluminium Company Ltd. (BALCO), and for general corporate purposes.

One of the purposes of raising funds is to refinance existing borrowings at lower cost resulting in reduction in interest cost and hence is beneficial to the Companyand shareholders interest.

The company proposes private placement of securities not exceeding Rs 4000 Crores. In accordance with relevant rules under the Act, the Company is permitted to make all offers and invitation to offer for issue of non-convertible debentures on private placement basis in a particular year on the basis of a single special resolution which has been approved by the shareholders in that year.

Since the issuance of securities would be in accordance to the provisions of various laws namely the FEMA, SCRA, SEBI Regulations and the proposed amount being within the limits in addition to the mandates provided with regard to private placement, we may vote for the same.

Approval to consider increase in limits u/s 186 of the Companies Act, 2013 for Inter-Corporate Loans, Investments andGuarantees;

The company proposes to increase the limit for inter corporate loans, investments and guarantees not exceeding Rs 60000 crores.

The paid up capital of the company as at 31st March 2014 amounts to Rs 2,965,004,871, free reserves amounted to¬¬Rs. 32880.68 out of which the balance of securities premium account stood at Rs. 19,964.95.

The limit prescribed u/s 186 of the Companies Act 2013 is sixty percent of the company’s paid up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more.

The company’s proposal to increase the limit, not exceeding Rs 60000 Crores, is within the limit prescribed under the Act. The requirement under the Act to pass a special resolution for the same is also in confirmity.

Since it is in compliance with the provisions of the Companies act, we propose to vote for the same.

for for Approval for re-appointment of Mr. Dindayal Jalan as Whole Time Director, designated as Chief Financial Officer (CFO) of the Company

Mr. Dindayal Jalan was appointed as an Additional Director and Whole-Time Director and Chief Financial Officer of the Company for the period from April 1, 2014 to September 30, 2014. The appointment of Mr.Jalan was approved by the shareholders of the Company in its 49th Annual General Meeting held on July 11, 2014.

Mr.Dindayal Jalan’s tenure ends on September 30, 2014 on account of superannuation. The Company’s Nomination & Remuneration Committee (‘Committee’) in their meeting held on September 5, 2014 considered the re-appointment of Mr.Dindayal Jalan and considering his experience and contribution in the Company’s growth and also taking into account the need of the services of Mr.Jalan, recommended to the Board of Directors in its meeting held on September 5, 2014 for re-appointment of Mr. Dindayal Jalan as Whole-Time Director & Chief Financial Officer of the Company for a term of upto two years from October 1, 2014 to September 30, 2016.

Mr. Jalan joined erstwhile Sterlite Industries (India) Limited [SIIL], since then merged with the Company, as the President the Australian operations and was responsible for the business and operations of Copper Mines of Tasmania Pty Ltd.[CMT] and Thalanga Copper Mines Pty.Ltd. [TCM] from January 2001 to February 2002 before becoming Chief Financial Officer (Metals) of the Company. Mr. Jalan has been the Chief Financial Officer of Vedanta since October 2005. Mr. Jalan is also a Non-Executive Director of Vedanta Resources Finance Limited,Vedanta Resources Cyprus Limited, Vedanta Resources Jersey Limited, Vedanta Resources Jersey II Limited, Vedanta Investment Jersey Limited, Sesa Mining Corporation Limited (earlier Dempo Mining Corporation Private Limited), TCM, CMT, Sterlite Ports Limited, Sterlite Infraventures Limited, Paradip Multi Cargo Berth Private Limited, Vizag General Cargo Berth Private Limited, Maritime Ventures Private Limited, Twinstar Energy Holdings Limited, Twinstar Mauritius Holdings Limited, THL Zinc Ventures Limited, THL Zinc Limited and Pecvest 17 (Proprietary) Limited, South Africa, Vedanta Finance UK Limited, Konkola Copper Mines Plc, MALCO Energy Limited.

He is a fellow member of the Institute of Chartered Accountants of India. Mr. Jalan has over 34 years of experience in finance, accounts, audit, taxation, secretarial and legal besides profit centre responsibility of independent

for for Approval to consider revision in the remuneration of the Whole Time Directors of the Company.

The appointment of Mr. Navin Agarwal was approved by the shareholders through postal ballot dated January 21, 2014. The appointment of Mr.Tarun Jain, Mr. Thomas Albanese and Mr. Dindayal Jalan was approved by the shareholders in the 49th AGM of the Company held on July 11, 2014.

The Nomination and Remuneration Committee at its meeting dated July 29, 2014 recommended to the Board for increase in performance pay upto 150% (one hundred fifty percent) of the ‘total remuneration’ and stock options of Vedanta Resources Plc upto 150% (one hundred fifty percent) of the ‘total remuneration’. The ‘total remuneration’ referred above with respect to the Whole-Time Directors, will be remuneration excluding the performance pay and stock options. The performance pay and grant/vesting of stock options will be dependent upon the individual performance of the Whole Time Directors and the Company’s performance based on the criteria as determined by the Nomination &Remuneration Committee. The Board in its meeting held on July 29, 2014 accepted the recommendation of the Nomination & Remuneration Committee and approved the same for seeking the approval of the shareholders.

Globally the remuneration/compensation of the Whole Time Directors is a mix component of fixed and variable pay. The Company has aligned the compensation of the Whole Time Directors of the Company on similar lines. The actual payout of the performance pay/stock options will depend upon the performance of the comparator group of companies in India and globally.

The company proposes to change the performance bonus of Directors from 50% of base salary to 150% of Total Remuneration.

Further the terms and conditions of Mr. Tarun jain, Mr. Deendayal Jalan and Mr. Navin Agarwal are being amended so as to include performance pay upto 150% (one hundred fifty percent) of the ‘total remuneration’ and stock options of Vedanta Resources Plc upto 150% (one hundred fifty percent) of the ‘total remuneration’

The performance pay/stock options will be effective from the date of the appointment of the Whole Time Directors i.e. August 17, 2013 for Mr.Navin Agarwal and April 01, 2014 for Mr. Tarun Jain, Mr. Thomas Albanese

18/10/2014 Lupin Limited PB Management Proposal for forTo accord approval by special resolution for ‘ Lupin Employee Stock Plan 2014

Considering the global business environment and the need to attract and retain talented and competent personnel, the company had successfully implemented ESOPs in the year 2003, 2005 and 2011 respectively.

With a view to widen the coverage of the stock option plans, the company proposes to launch 2 new plans for which it is seeking approval for eligible employees of the company and its subsidiaries. These plans would bring about a deep sense of involvement of employees in the progress of the company by aligning their rewards with shareholder’s value creation.

Each option granted to an eligible employee shall entitle him / her to one equity share of the nominal value of Rs. 2/- each at par value or such other price as may be determined by the Board. The difference between the market price of equity shares of the company on the date of grant and the exercise period will be amortized as an employee cost over the vesting period.

The maximum number of shares which could be issued pursuant to both the plans will be Rs 4,500,000 which is about 1% of the existing share capital of the company.

Pursuant to section 62(1)(b) and other applicable provisions, if any, of the Companies act 2013,and the listing agreement, whenever it is proposed to increase the subscribed capital of a company by allotment of further shares, such further shares shall be offered pro-rata to the persons who on the date of the offer are holders of equity shares in the company.

Under the scheme titled ‘Lupin Employee Stock Plan 2014’ such number of options may be decided by the Board, which could give rise to the issue of 3,375,000 equity shares of face value Rs. 2/- each (about 0.75% of the issued and paid up capital of the company as at August 31,2014) amounting to Rs. 6,750,000 on such terms as under:1) The equity shares issued upon exercise of the options shall rank pari passu in all respects within the existing equity shares.2) Each option shall vest in the hands of the option grantee after a minimum of 12 months from the date of grant of option or such longer period as may be determined by the Board3) Before granting the option to the employee under the plan, the Board

for for

29/09/2014 NMDC Limited AGM Management Proposal for for

for for We propose to vote in favour of the payment of interim dividend on equity shares for the year 2013-14 as it is for the benefit of the shareholders.

To accord approval by special resolution for ‘Lupin Subsidiary Companies Employee Stock Plan 2014’.

Under the scheme titled ‘Lupin Subsidiary Companies Employee Stock Plan 2014’ such number of options may be decided by the Board, which could give rise to the issue of 1,125,000 equity shares of the face value of Rs. 2/-(about 0.25% of the issued and paid up capital of the company as on August 31, 2014) amounting to Rs.2, 250,000 on such terms as under:1) The equity shares issued upon exercise of the options shall rank pari passu in all respects within the existing equity shares.2) Each option shall vest in the hands of the option grantee after a minimum of 12 months from the date of grant of option or such longer period as may be determined by the Board3) Before granting the option to the employee under the plan, the Board would , apart from examining and evaluatingoverall group corporate performance, inter alia take into consideration the length of service, grade, performance, merit, key position, future potential contribution, conduct of employee, terms of contract and such other factors as may be deemed appropriate by the Board.4) The maximum no. of options to be granted to each eligible employee shall not exceed 112, 500 being 10% of the total options under the plan.Since the proposal is in the normal course of business, we may vote for the same.

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

The Company has earned total revenue Rs. 14,147.31 Crores as on 31st March 2014 as compared to Rs 12,943.25 crores as on 31st March 2013.

The Company has incurred total expenses Rs 4,438.83 crores as on 31st March 2014 as compared to Rs 3,484.51 crores as on 31st March 2013.

Net profit being Rs 6413.08 crores as on 31st March 2014 as compared to Rs 6338.77 crores as on 31st March 2013.


We propose to vote for the same.

To confirm the payment of interim dividends on equity shares for the year 2013-14

for for

for for

To appoint a Director in place of Shri Narendra K Nanda(DIN: 02455894), who retires by rotation and being eligible,offers himself for re-appointment

Shri Nanda, 54, has the qualification of B.Tech. (Mining) from ISM, Dhanbad and M.Tech (By Research) from ISM, Dhanbad in Mining Engg.

He is a qualified engineer for mine plan preprations, an expert in the field of blasting and slope stability in large opencast mines. He also has expertise in the field of mineral processing, particularly beneficiation of low grade iron ore, merger and acquisition and long term strategic planning and project implementation including 3 MTPA Steel Plants.He has more than 90% attendance in Board Meetings and has directorships in 8 other company.



To appoint a Director in place of Shri S Thiagarajan, Director (Finance) (DIN:02721001), who retires by rotation and being eligible, offers himself for re- appointment

Shri Thiagarajan, 59, has the qualification of Bachelor of Science and is a Chartered Accountant. He has expertise in :• Corporate tax management• Project appraisal and financing• Financial concurrence to proposals for revenue and capital items for existing and new projects• Optimum deployment of company’s cash resources in various investment opportunities / CAPEX avenues• Formulation of strategies with regard to critical issues such as product pricing, evaluation, M&A etc

He has 100% attendance in Board Meetings and has directorships in 6 other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for

for for

To appoint a Director in place of Shri Subimal Bose Director (Production) (DIN: 03570144), who retires by rotation and being eligible, offers himself for re-appointment.

Shri Bose, 59, has the qualification of B.Tech. (Hons.) (Mining), IIT, Kharagpur and 1st Class Mines Manager Certificate of Competency (Restricted).

Prior to joining NMDC, held various positions in Mining Departments of M/s Cement Corporation of India Ltd. As general manager of projects, was responsible for overall operation, production, execution, direction and control of the projects.

He has 100% attendance in board meetings and has directorships in 6 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


To appoint a Director in place of Shri Rabindra Singh Director (Personnel) ( DIN:03641126), who retires by rotation and being eligible, offers himself for re-appointment

Shri Rabindra Singh,59, has the qualification of B.A(Hons.), P.G. Diploma in Personnel Management and a P.G. Diploma in Social Work (Labour Welfare)

He has about 36 years of rich experience in all facets of Personnel Management in varied situations in different units of SAIL.

He has 85% attendance in Board meetings and hold directorship in 1 other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCA


for for

for for

To appoint a Director in place of Shri Vinod Kumar Thakral(DIN:00402959), who retires by rotation and being eligible, offers himself for re-appointment

Shri Vinod Kumar, 58, has the qualification of M.A. in Political Science. He is a senior IAS officer, Government of India. Presently serving as Additional Secretary & Financial Advisor, Ministry of Steel, Government of India. He has about 32 years of experience in administration & has served in various capacities/ positions in the Government.

He has 70% attendance in board meetings and holds directorship in 4 other companies. The director is not being named in the defualter’s list of RBI or prosecution list of MCA

As per the voting policy of our company, as a matter of good corporate governance the director should have minimum 75% attendance in board meetings.

Since the director has been appointed in the year 2013, he has attended 7/10 meetings. He is a government of India Nominee Director, his directorship may be considered. We propose to vote for the same.

To appoint a Director in place of Shri Syedain Abbasi Govet Nominee Director (DIN:01790604), who retires by rotation and being eligible, offers himself for re-appointment

Shri Syedain Abbasi, 47, has the qualification of M.A. in Modern Indian History. He is a senior IAS officer, Government of India. Presently serving as Joint Secretary, Ministry of Steel, Government of India. He has about 23 years of experience in administration and has served in various capacities/positions in the government.

He has 100% attendance in board meetings and holds directorship in 1 other company. The director is not being named in the defualter’s list of RBI or prosecution list of MCASince it is in compliance with the provisions of the Companies act, we propose to vote for the same.

for AgainstTo appoint a Director in place of Shri S. J. Sibal (DIN:03626423), who retires by rotation and being eligible, offers himself for re-appointment

Shri Sibal Independent Director, 63, has the qualification of B.Sc. (Hons.), mining engineering and 1st Class Manager’s Competency Certificates for Coal & Metalliferrous Mines. He has served over 38 years in NCDC, CIL AND DGMS. He is a former Director General of Mines Safety. He has expertise in coal and non coal mining sector with rich experiences in the mining industry and mines safety planning over 38 years, is dedicated to maintaining a reputation built on quality,service, and uncompromising ethics.

He has more than 75% attendance in board meetings and holds directorship in 3 other companies.

The Director is being appointed by way of a ordinary business item and the period of appointment has not been defined.

However as per companies Act 2013, an independent director needs to be appointed for a period of five years. He can be appointed for a lesser peiord but not less than 2 years. In this case the Company has considered appointment by way of rotation, whereas the independent directors are not liable to retire by rotation.

Since it is not in compliance with the provisions of the Companies act, we propose to vote against the same.

for Against

for Against

To appoint a Director in place of Shri Noor Mohammad (DIN:02703408), who retires by rotation and being eligible, offers himself for re-appointment

Shri Noor Mohammad Independent Director, 63, has the following qualifications namely, Ph.D in Economics, M.Sc in Administrative Sciences and Development Problems, M.Sc in Physics and M.A in Economics. He retired from Indian Administrative Services in the year 2011 and has more than 35 years of experience in administration.

He has 100% attendance in board meetings and holds directorship in 1 other company.

The Director is being appointed by way of a ordinary business item and the period of appointment has not been defined.



To appoint a Director in place of Shri Vinai Kumar Agarwal (DIN:00233282), who retires by rotation and being eligible, offers himself for re-appointment

Shri Vinai Independent Director, 63, has the qualification of B.Sc and B.E- Civil. He served RITES and Indian Railways in various capacities covering areas such as Consultancy and Project Management. He has approximately 38 years of experience in Construction and Maintainance of Rail Network, buildings and bridges.

He has more than 90% attendance in board meetings and holds directorships in 2 other companies.The Director is being appointed by way of a ordinary business item and the period of appointment has not been defined.



for Against

for for

To appoint a Director in place of Shri Mahesh Shah (DIN:00405556), who retires by rotation and being eligible, offers himself for re-appointment

Shri Mahesh Independent Director, 61, has the following qualifications namely: B.Com, LL.B, F.C.A, F.C.S and F.C.M.A.He was formerly President of ICSI and Institute of Cost Accountants of India. He has more than 35 years of experience in the areas of Law, Accounts, Taxation, Costing and Finacial Management.He has 100% attendance in board meetings and holds directorship in 2 other companies.

The Director is being appointed by way of a ordinary business and the period of appointment has not been defined.



Remuneration of statutory auditors

In terms of section 142 of the Companies Act, 2014, the remuneration of Auditors of Government Companies, appointed by C&AG, shall be fixed by the Company in general meeting or in such manner as the company in general meeting may determine.

The explainatory statement does not provide for the amount of remuneration proposed to be paid, but it is observed that the auditors are uniformly paid such sum amounting approximately to Rs. 50 lakhs per year.

Since the proposal is in the normal course of business and assuming that the remuneration proposed to be paid would be uniform, we may vote for the same.

for for

for for

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Appointment of Shri Narendra Kothari (DIN:06393713) who was appointed as Additional Director be appointed as Director liable to retire by rotation

In line with the Government of India orders, Shri Kothari, CMD was appointed as Additional Director by the Board of NMDC after the last AGM. In terms of the provisions of the companies act, 2013 as additional director he holds office upto the date of ensuing AGM only, therefore the company proposes to appoint him as a Chairman cum Managing Director of the company at the AGM.

Mr. Kothari, 58, has the qualification of B.E. (Metallurgy). He has held various important positions in SAIL and has worked extensively in the field of steel making process in India and abroad.


Appointment of of Shri Narendra Kothari (DIN:06393713) as Chairman-cum- Managing Director

In line with the Government of India orders, Shri Kothari, CMD was appointed as Additional Director by the Board of NMDC after the last AGM. In terms of the provisions of the companies act, 2013 as additional director he holds office upto the date of ensuing AGM only, therefore the company proposes to appoint him as a Chairman cum Managing Director of the company at the AGM.

Mr. Kothari, 58, has the qualification of B.E. (Metallurgy). He has held various important positions in SAIL and has worked extensively in the field of steel making process in India and abroad.


Amendment of Articles of Association for increasing the number of Directors from 16 to 18.

The company proposes to amend Article no. 73 of the AoA. The proposed amendment is necessary in view of the Companies Act, 2013 which stipulates that maximum directors can be 15 only. However, act further provides that the number can be beyond fifteen with approval of the shareholders of the company.As per the listing agreement the independent directors shall be 50% of the total directors on the Board.Since the proposal is in the normal course of business, we may vote for the same.

30/09/2014 AGM Management Proposal for AgainstUnited Spirits Limited

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

The Company has earned total revenue Rs. 86,654.977 million as on 31st March 2014 as compared to Rs 85,085.487 million as on 31st March 2013.

The Company has incurred total expenses Rs 93,720.530 million as on 31st March 2014 as compared to Rs 80,029.038 million as on 31st March 2013.

Net Loss being Rs (51,028.219) million as on 31st March 2014 as compared toNet profit of Rs 3,207.960 million as on 31st March 2013.

The auditors have made certain observations in its Auditor’s report, however the auditors have not commented upon the element and the extendt of fraud involved in such cases. The observations made by the auditors and the director’s response have been presented in the form of a statement annexed hereto. #

The observations as annexed hereto states certain disputes on which enquiry has been initiated by the management on the directions of the Board. the enquiry is yet to be completed. The outcome may have an impact on the Financial statements which may require recasting. Hence its is proposed that, we may vote against the same.

for AgainstTo appoint a Director in place of Dr. Vijay Mallya (DIN: 00122890), who retires by rotation and being eligible, offershimself for re-appointment.

United Bank of India has declared Dr. Vijay Mallya of the Company as a wilful defaulter in respect of another company where he is a promoter director.

Thereby as per Section 164 of Companies act 2013 Shri Mallya becomes disqualified to act as a director. Further, the AMFI had conducted a meeting of the Working Group of CIOs/Heads of Equity, led by Mr. Chandresh Nigam of Axis Mutual Fund, on September 22, 2014

With respect to United Spirits, the group has been unanimous in its view that Mr. Vijay Mallya should not be re-appointed as Director.

The Reserve Bank of India’s Master Circular on Willful Defaulters along with certain covenants in the loan agreements sanctioned by the Company’s bankers raise an uncertainty on the impact of this development on the availability of credit facilities to the Company.

In consequence to the above outcome that has been arrived at in the AMFI meeting and since it is not in compliance with the Companies act 2013 and Listing agreement, we propose to vote against the same.

for Against

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vacancy in the Board of Directors of the Company arising out of the retirement of Mr. Gilbert Ghostine(DIN: 06555302) who retires by rotation at this AGM and has not offered himself for re-appointment, not be filled up asof the current date.

Mr. Gilbert Ghostine retires by rotation as Director of the Company at the Annual General Meeting to be held on September 30, 2014. He has not offered himself for re-appointment.

It is proposed not to fill the vacancy on the Board so caused by his retirement.

The composition of directors on the Board prior to vacancy is:

1 Non-Executive Chairman2 Executive Directors3 Non-Executive Directors and6 Independent Directors

Further there are 3 independent directors liable to retire by rotation who are not opting for re appointment. This makes a cause for concern as the reason for their not opting for re appoitnment is not known

The constitution of the Directors, if the vacancy is not being filled, is in confirmity with the provisions of the Act.

Considering the above as well as the pending issues, it is proposed to vote against the said resolution.

To appoint Statutory Auditors and to fix their remuneration.

Pursuant to the recommendation of the Audit Committee of the Board of Directors, M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the twentieth AGM, subject to ratification of the appointment by the members at every AGM held after this AGM.

The Board of Directors be and are hereby authorized to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditors and that such remuneration may be paid on a progressive billing basis to be agreed upon between the Auditors and the Board of Directors.

As per the Companies Act the auditors are required to be appointed for a period of years, since it is proposed to appoint the auditors for a period of 5 years, we may vote for the same.

for AgainstAppointment of Mr. Sudhakar Rao (DIN: 00267211) as an Independent Director:

Mr. Sudhakar Rao (Mr. Rao) is a retired Indian Administrative Service Officer of the 1973 batch.

Mr. Rao holds a Master’s Degree in Economics from the Delhi School of Economics and a Master’s Degree in Public Administration from the Kennedy School of Government, Harvard University.

He was conferred the Kannada Rajyotsava Award, under the public service category by the Government of Karnataka on 1st November, 2010.

Mr. Rao has over 36 years of experience in public administration.

He holds directorships in 10 other companies. Out of which 1 is a Private Limited Company and 4 are Section 25 Companies. Since his appointment on May 27th,2013, the Board met 7 times, out of which he has attended 4 meetings thereby aggregating to less than 60% attendance in Board meetings. The tenure proposed herewith is for a term of 5years.

According to the voting policy of our company, the director should have minimum of 75% attendance in Board Meetings. Since the director proposed to be appointed does not fulfil the criteria of attendance with regard to Board Meetings, we may vote against the same.

for for Appointment of Mr. D. Sivanandhan (DIN: 03607203) as an Independent Director:

Mr. Sivanandhan Dhanushkodi (Mr. Sivanandhan) has an illustrious career spanning several postings during his 35 years of service in Indian Police.

Mr. Sivanandhan has dedicated his life to the eradication of corruption and organized crime and is renowned for his use of strategy & intelligence to uphold the rule of law.

During his tenure, he raised resources to upgrade the police force capabilities and welfare in the form of the latest law enforcement equipment, hospitals, gymnasiums, schools and other facilities.

Mr. Sivanandhan is the driving force behind Securus First India Private Limited, where he actively oversees and advises case teams during investigations.Most recently, he has been a member of the special task force in the National Security Council Secretariat (Prime Minister’s Office) for revamping India’s internal and external national security measures. He is also the security advisor tothe Reserve Bank of India.Mr. Sivanandhan has 36 years of experience.

He holds directorship in 7 other companies out of which 2 are private companies. He has 100% attendance in Board meetings. The tenure proposed herewith is for a term of 5 years.

Since the proposed appointment is in accordance with the voting policy of our company and in confirmity with the provisions of the Companies Act 2013, we propose to vote for the same.

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Appointment of Dr. (Mrs.) Indu Shahani (DIN: 00112289). as an Independent Director:

Dr.(Mrs). Indu Shahani, is a Ph.D in Commerce from University of Mumbai on enhancing Academia Institutional linkages, Academician with over three decades of teaching experience at University and Degree College, member of UniversityGrants Commission, member of various Committees, Academic Council, Audit & Corporate Governance Committee of HSBC, Director of the Rotary Club of Bombay and Member Junior/Youth Red Cross of the Indian Red CrossSociety and has pioneering linkages with various bodies suchas CII, BCCI, IMC.

She was awarded the Honorary Doctor of Letters degree by the University of Westminster in London. She is Ex-Sheriff of Mumbai and the Principal of H.R.College of Commerce & Economics. Dr. (Mrs). Indu Shahani has 38 years of teaching experience.

She holds directorship in 7 other companies out of which 2 are private companies. She has been appointed on the Board in August 2014 and hence her attendance in Board meetings cannot be considered. The tenure proposed herewith is for a period of 5years.

The Companies Act provides that atleast 1 woman Director be on the Board. Since her appointment is in confirmity with the provisions of the act and with our voting policy, we may propose to vote for the same.

Vacancy arising out of Mr. G.N. Bajpai (DIN: 00946138), Independent Director, not offering himself for re-appointment:

Mr. G.N. Bajpai, appointed as Independent Directorsof the Company on various dates and was liable to retire by rotation in compliance with the provisions of Section 256 of the Companies Act, 1956 and proposed to be appointed as Independent Directors, not liable to retire by rotation, at this Annual General Meeting pursuant to the provisions of Sections 149, 150(2) and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereunder, have not offered themselves for re-appointment. As of thecurrent date, it is proposed not to fill the vacancies on the Board so caused by the above Directors not offering themselves for re-appointment.

Post the vacancy the company still fulfils the composition of Directors as mandated by the Act. Hence, we may vote for the same.

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Vacancy arising out of Mr. Arunkumar Ramanlal Gandhi (DIN: 00007597), Independent Director, not offering himself forre-appointment:

Mr. Arunkumar Ramanlal, appointed as Independent Directorsof the Company on various dates and was liable to retire by rotation in compliance with the provisions of Section 256 of the Companies Act, 1956 and proposed to be appointed as Independent Directors, not liable to retire by rotation, at this Annual General Meeting pursuant to the provisions of Sections 149, 150(2) and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereunder, have not offered themselves for re-appointment. As of the current date, it is proposed not to fill the vacancies on the Board so caused by the above Directors not offering themselves for re-appointment.


Vacancy arising out of Mr. Vikram Singh Mehta (DIN: 00041197), Independent Director, not offering himself for reappointment:

Mr.Vikram Singh Mehta, appointed as Independent Directorsof the Company on various dates and was liable to retire by rotation in compliance with the provisions of Section 256 of the Companies Act, 1956 and proposed to be appointed as Independent Directors, not liable to retire by rotation, at this Annual General Meeting pursuant to the provisions of Sections 149, 150(2) and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereunder, have not offered themselves for re-appointment. As of the current date, it is proposed not to fill the vacancies on the Board so caused by the above Directors not offering themselves for re-appointment.


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Appointment of Mr. Anand Kripalu(holding DIN: 00118324), as a Director:

Mr. Anand Kripalu (Mr. Kripalu) is a B.Tech from IIT, Madras and MBA from IIM, Calcutta and has done an Advanced Management Program in Wharton Business School.

Mr.Kripalu has over 30 years of experience in FMCG business. He was formerly President, India and South Asia, at Mondelez International. In this position, Mr. Kripalu played a key role in leading Mondalez after the Cadbury acquisitionby Kraft in India.

He presided over eight years of continuous growth and helped the India business earn status as one of India’s Most Admired Companies in 2012 and #3 MostAdmired FMCG Company in 2013.

The Board of Directors has appointed Mr. Anand Kripalu as Managing Director and Chief Executive Officer of the Company with effect from August 14, 2014 for a period of five years. He will hold office for a period of five years and shall not be subject to retirement by rotation so long as he continues as Managing Director of the Company.

The remuneration proposed includes salary of Rs.26,33890 per month, special allowance of 50%of the basic salary and personal allowance of Rs 9,53,500 per month along with the other perquisites.It is observed that the remuneration paid to other directors is uniform in relation to the remuneration proposed to be paid to Mr. Kripalu.

Since he has been appointed in August, his attendance in Board cannot be taken into consideration. He holds directorship in 1 other company.

His appointment is in confirmity with the applicable provisions of the Companies act, 2013 and the voting policy of our Company. Hence we may vote for the same.

Appointment of and remuneration payable to Mr. Anand Kripalu(holding DIN: 00118324) as Managing Director and Chief Executive Officer

Mr. Anand Kripalu (DIN: 00118324), who was appointed as an Additional Director by the Board of Directors of the Company on August 14, 2014 and whose period of office expires on the date of this Annual General Meeting, in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, not subject to retirement by rotation so long as he holds the office of the Managing Director of the Company.

The appointment is in the normal course of business and since we have proposed to vote in favour of the resolution to appoint him as a Director, we propose to vote for the same.

for AgainstRevision in the terms of remuneration payable to Mr. P.A. Murali, Executive Director:

At the Fourteenth Annual General Meeting held on September 24, 2013, the shareholders had approved the appointment of and the terms of remuneration payable to Mr.P.A.Murali (Mr.Murali) as Executive Director of the Company for a period of 5 years, with effect from July 4, 2013 on the terms and conditions, inter alia, with Basic Salary of Rs.10,78,200/- per month in the salary range of Rs.8,00,000/- to Rs.14,00,000/- per month and Special Allowance at the rate of 50% of the Basic Salary per month.

The Board of Directors at their meeting held on April 30, 2014, on the basis of the recommendation from the Nomination and Remuneration Committee of Directors, approved the revision in the remuneration w.e.f. April 01, 2014 (including payment of one-time bonus of Rs.5 crores which was paid during the financial year 2014-15) and the payment of minimum remuneration in the event of loss of inadequacy of profits as stated in resolution. Within the overall remuneration as approved by the Board of Directors as mentioned above, the various components of remuneration such as Basic Salary etc., were revised w.e.f.July 01, 2014 as stated in the resolution.

The AMFI had conducted a meeting of the Working Group of CIOs/Heads of Equity, led by Mr. Chandresh Nigam of Axis Mutual Fund, on September 22, 2014

With respect to United Spirits, the group has been unanimous in not voting in favour of the resolution with respect to increasing the remuneration to Mr. P. A. Murali, Chief Financial Officer and Executive Director.

It has been observed that the remuneration proposed to be paid to him is high as compared to the other executive Directors and hence we propose to vote against the same.

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for Against

Approval of the Borrowing Limit:

At the Annual General Meeting held on December 28, 2006, an Ordinary Resolution was passed pursuant to the provisions of Section 293(1)(d) of the Companies Act, 1956, authorising the Directors to borrow monies not exceeding Rs.10,000,00,00,000 (Rupees Ten Crore)or equivalent thereof in Foreign Exchange (inclusive of such premium as may be fixed on the Securities) in view of theincrease in the operations of the Company.

Section 180(1)(c) of the Companies Act, 2013, which replaces Section 293(1)(d) of the Companies Act, 1956, stipulates that a special resolution has to be passed where the money to be borrowed together with the money already borrowed by the Company will exceed aggregate of the paid-up share capital and free reserves of the Company, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business.

Further, as per Section 180(2) of the Companies Act, 2013, every special resolution passed by the company in general meeting in relation to the exercise of the powers as stated in Section 180(1)(c) of the Companies Act, 2013 should specify the total amount up to which monies may be borrowed by the Board of Directors.

Since the proposed borrowing limit amounting to rupees ten thousand crores is the same for which approval was sought, we propose to vote for the same.

Approval to contribute to bona fide charitable and other funds:

It is proposed to obtain the members’ approval to contribute to bona fide charitable and other funds not exceeding Rupees Fifteen Crores in any financial year notwithstanding such contribution, in any financial year, exceeds fiveper cent of the Company’s average net profits for the three immediately preceding financial years.

The company has suffered losses in the current financial year amounting to Rs (51,028.219) million.

Since there are instances of enquiries pending with regard to various matters and likelihood of its impact upon the financial statements in addition to the losses incurred in the current financial year, we propose to vote against the same.

for for Payment of Remuneration to Non-Executive Directors:

The members of the Company at their 11th Annual General Meeting held on September 29, 2010 approved by way of a Special Resolution pursuant to Section 309(4) of the Companies Act, 1956, the payment of remuneration by way of commission to the Non-Executive Directors of the Company, of a sum not exceeding one percent per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act 1956, for a period of five years commencing April 1, 2011.

It is proposed that the Directors (other than the Managing Director (if any) and the Whole-time Directors) be paid remuneration not exceeding one percent per annum of the net profits of the Company computed in accordance with the provisions of the Companies Act, 2013. This remuneration will be distributed amongst the Directors in accordance with the directions given by the Board of Directors and subject to any other applicable requirements under the Companies Act, 2013. This remuneration shall be in addition to fee payable to the Directors for attending the meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, and reimbursement of expenses for participation in the Board and other meetings.

Accordingly, a fresh approval of the Members is sought by way of a Special Resolution under the applicable provisions of the Companies Act, 2013 for payment of remuneration by way of commission to the Directors of the Company (other than the Managing Director and Whole-time Directors) commencing from April 1, 2014.

Since the proposal for payment of remuneration to Non – Executive Directors is in confirmity with the provisions of the Companies act, we may propose to vote for the same.

We propose to vote in favour of the payment of interim dividend on equity shares for the year 2013-14 as it is for the benefit of the shareholders.

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