[xls] · web view159 126 10 23 1710 1327 39 344 121 80 41 89 79 10 4/1/2016 4/2/2016 4/2/2016...

Disclosure of Exercise of Proxy Voting in Investee companies across all schemes of IDFC Mutual Fund

Summary of Votes cast during the F.Y. 2016-2017

F.Y. Quarter Break-up of Vote decision

For Against Abstained2016 -2017 159 126 10 23

2016 -2017 1710 1327 39 344

2016 -2017 121 80 Nil 41

2016 -2017 89 79 Nil 10

Details of Votes cast during the Financial year.2016-2017Quarter Company Name Type of Meeting Proposal Reason supporting the vote decision

1-Apr-16 Postal Ballot Management FOR FOR

2-Apr-16 BOSCH LTD Postal Ballot Management FOR FOR

2-Apr-16 BOSCH LTD Postal Ballot Management FOR FOR

2-Apr-16 PVR LTD Postal Ballot Management FOR AGAINST

2-Apr-16 PVR LTD Postal Ballot Management FOR FOR


13-Apr-16 ACC LTD AGM Management FOR ABSTAIN We abstain in absence of required information.

13-Apr-16 ACC LTD AGM Management To declare final dividend on Equity Shares FOR FOR

13-Apr-16 ACC LTD AGM Management FOR FOR

13-Apr-16 ACC LTD AGM Management FOR AGAINST


Total no. of resolutions

April 1, 2016 to June 30, 2016July 1, 2016 to September 30, 2016.

October 1, 2016 to December 31, 2016January 1, 2017 to March 31, 2017

Meeting Date

Proposal by Management or

Shareholder

Investee company’s

Management

recommendation

Vote (For/ Against/Abstain

)

April 2016 to June ,

2016

DR REDDY'S LABORATORIES LTD

Special Resolution to consider and approve Buyback of its Equity Shares by Dr. Reddy's Laboraties Limited for an aggregate amount not exceeding Rs. 15,69,41,71,500/- and being 14.9% of the total paid-up capital and free reserves of the Company as on March 31, 2015 at a price not exceeding Rs. 3500/- per equity share under the open market route in accordance and consonance with the provisions contained in the Securities and Exchange Board of India regulations 1998, the companies Act 2013 and the rules made thereunder

The buyback will be open to all equity shareholders, excluding promoters. The maximum buyback offer price represents a premium of 21.2% over the closing price of the equity shares on Bombay Stock Exchange Limited (BSE) on 10 February 2016 (the date before the intimation to the stock exchanges regarding the board meeting to consider the buyback). The overall impact of the buyback is relatively moderate, both in terms of a reduction in networth and cash outflow. Dr. Reddy’s Laboratories Limited’s proposed buyback aggregates 2.6% of equity capital. Further, the cash outflow on account of the buyback will not exceed 40% of the company’s consolidated cash and cash equivalents (Rs.39.7 bn) as on 31 March 2015.


2016

Revision in remuneration of Mr. Soumitra Bhattacharya, Joint Managing Director, with effect from January 01, 2016.

Soumitra Bhattacharya, 55, was appointed as Joint MD for 4 years effective January 2013. He is also the Chief Financial Officer of Bosch Ltd. His remuneration for 15 months ended March 2015 aggregated Rs. 31. 1 mn. As per research, it shows that his proposed FY17 remuneration of ~Rs. 51. 1 mn is in line with peers and is commensurate with the size and complexity of the company.


2016

Sale and Transfer of the Starter Motors and Generators business of the Company.

The total consideration for the proposed sale of the India Starter Motors and Generators (SG-IN) business will be Rs. 4. 9 bn. Shareholders should take comfort in the fact that there is a contingent consideration which will be received by the company in case the final sale to a third party (within 18 months) is at a higher valuation. Further, the company will retain the land of ~11 acres on which SG-IN operations are currently running. The SG-IN business is highly dependent on the global parent for support for its business – ~35-40% of its sales are through exports supported by the global parent. As the Bosch group proposes to form a JV or hive-off the SG-Global business, it will be difficult to run the SG-IN business independently without the parent’s support.


2016

Resolution for waiver of recovery of excess managerial remuneration paid to Mr. Ajay Bijli, Chairman cum Managing Director, for the period from 1 April, 2014 to 31 March, 2015.

Ajay Bijli’s performance is rewarded by two sources– the company and Multiples Private Equity Firm (Multiples). He was paid Rs.36.4 mn by Multiples under the ‘bilateral reward scheme’ between the two. Considering that he received significant amount as reward from Multiples for FY15, his remuneration should be capped to the limits provided under the Companies Act 2013 and the shareholders should not waive the recovery of excess remuneration. His remuneration structure is ideal for a promoter where significant part of his remuneration is linked to performance of the company (upto 2.5% commission of net profits for a year). The company should also make the terms of the ‘reward scheme’ public. Although the scheme does not result in distribution of company’s profit, such kind of schemes are likely to create a conflict of interest among shareholders particularly if they have different time-horizon. Non-disclosure of this reward scheme in public, also flags transparency issues in the overall remuneration structure.


2016

Resolution for waiver of recovery of excess managerial remuneration paid to Mr. Sanjeev Kumar, Joint Managing Director for the period from 1 April, 2014 to 31 March, 2015.

Given the weak financial performance for FY15, Sanjeev Kumar was not eligible to receive remuneration above Rs.8.9 mn unless approved by the shareholders of the company. The company paid him Rs.22.5 mn, Rs.13.6 mn higher than prescribed under the Act. The company seeks to waive this amount recoverable from him.Sanjeev Kumar, Joint Managing Director, is a professional associated with PVR since its inception and has over 13 years of experience in the film exhibition industry. His leadership skills and expertise in operations of cinema business are essential for the growth plans of the company. Sanjeev Kumar’s remuneration is commensurate with the size and performance of the company. His remuneration is also in line with peers in industry.


2016

SNOWMAN LOGISTICS LTD

Shifting of Registered office of the Company from the state of Karnataka to the state of Maharashtra within the jurisdiction of the Registrar of Companies, Maharashtra at Mumbai

Snowman Logistics Limited proposed to shift its registered office to Mumbai, because its majority shareholders, major customers and promoter (Gateway Distriparks Limited) are based out of Mumbai. The company’s largest capacity with 22,370 pallets is also located at Mumbai. Clause II of the Memorandum of Association will be altered to reflect the shifting of the registered office.


2016

To consider and adopt: (i) the Audited Standalone Financial Statements of the company for the financials year ended December 31, 2015 and the Reports of the Boardof Directors and the Auditors’ thereon. (ii) the Audited onsolidated Financial Statements of the Company for the financials year ended December 31, 2015 and the Reports of the Boardof Directors and the Auditors’ thereon.


2016

The total dividend outflow including dividend tax for 2015 is Rs. 3. 8 bn. This represents a decrease of 49% from 2014. The dividend payout ratio for the year is ~65%. Despite a high payout ratio, dividend per share has halved from 2014 levels to Rs. 17 per share in 2015.


2016

To appoint a Director in place of Mr Vijay Kumar Sharma, a Non - Executive / Non -Independent Director having Director Identification Number 02449088, who retires by rotation and being eligible offers himself for re-appointment.

Vijay Kumar Sharma, 57, is MD, LIC of India. His re-appointment is in line with the statutory requirements.


2016

Messrs S R B C & CO LLP, Chartered Accountants,be and are hereby re-appointed as Statutory Auditors of the Company, on such remuneration plus service tax, out-of-pocket expenses etc, as may be mutually agreed upon by the Board of Directors and the Auditors.

SRBC & Co LLP was appointed as the statutory auditor for ACC in the year 2014 – they are part of the Ernst & Young network. Audit firms belonging to the Ernst & Young network have been ACC’s statutory auditors for the past 11 years. The re-appointment is not in the spirit of Section 139 of the Companies Act 2013. Under Section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


2016

Appointment of Mr Eric Olsen as Non-Executive / Non-Independent Director

Eric Olsen, 52, is CEO of LafargeHolcim Ltd. , the parent company. His appointment is in line with the statutory requirements.

Quarter Company Name Type of Meeting Proposal Reason supporting the vote decisionMeeting Date


Shareholder


Management

recommendation


)



13-Apr-16 ACC LTD AGM Management Ratification of Remuneration to Cost Auditor FOR FOR

13-Apr-16 ACC LTD AGM Management Adoption of the new Articles of Association FOR FOR

14-Apr-16 AGM Management FOR ABSTAIN We abstain in absence of required information.

14-Apr-16 AGM Management To declare dividend on equity shares. FOR FOR

14-Apr-16 AGM Management FOR FOR

14-Apr-16 AGM Management FOR AGAINST








19-Apr-16 CRISIL LTD AGM Management FOR ABSTAIN We abstain in absence of required information.

19-Apr-16 CRISIL LTD AGM Management FOR FOR






2016

Appointment of Mr Christof Hassig as Non-Executive / Non-Independent Director

Christof Hassig, 57, is Head of Corporate Strategy and M&A for LafargeHolcim Ltd. , the parent company. His appointment is in line with the statutory requirements.


2016

Appointment of Mr Martin Kriegner as a Non-Executive / Non-Independent Director

Martin Kriegner, 54, is Area Manager, India for LafargeHolcim Ltd. , the parent company. His appointment is in line with the statutory requirements.


2016

The board has approved the appointment of N I Mehta & Co. As cost auditors for the year ended 31 December 2016 on a total remuneration of Rs. 1. 1 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in 2016 is reasonable compared to the size and scale of operations.


2016

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to replace the entire existing AoA. The draft AoA is available on the company’s website and at the registered office of thecompany.


2016

AMBUJA CEMENTS LTD

To receive, consider and adopt (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st December, 2015, together with the Reports of the Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st December, 2015 and the Report of the Auditors thereon.


2016

AMBUJA CEMENTS LTD

The total dividend outflow including dividend tax for 2015 is Rs. 5. 2 bn. This represents a decrease of 43% from 2014. The dividend payout ratio for the year is ~65%.


2016

AMBUJA CEMENTS LTD

To appoint a Director in place of Ms. Usha Sangwan (DIN:02609263), who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Usha Sangwan, 56, is MD, LIC of India. She is a nominee director. Her re-appointment is in line with the statutory requirements.


2016

AMBUJA CEMENTS LTD

M/s. SRBC & CO. LLP,be and are hereby re-appointed as the Statutory Auditors of the Company at such remuneration plus reimbursement of out-of-pocket, travelling and living expenses, etc.,

SRBC & Co LLP was appointed as the statutory auditor for Ambuja Cements in the year 2013 – they are part of the Ernst & Young network. Audit firms belonging to the Ernst & Young network have been Ambuja Cements’ statutory auditors for the past 12 years. The re-appointment is not in the spirit of Section 139 of the Companies Act 2013. Under Section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


2016

AMBUJA CEMENTS LTD

Appointment of Mr. Eric Olsen (DIN:07238383) as a Director

Eric Olsen, 52, is CEO of LafargeHolcim Ltd. , the parent company. His appointment is in line with the statutory requirements.


2016

AMBUJA CEMENTS LTD

Appointment of Mr. Christof Hassig (DIN:01680305) as a Director

Christof Hassig, 57, is Head of Corporate Strategy and M&A for LafargeHolcim Ltd. , the parent company. His appointment is in line with the statutory requirements.


2016

AMBUJA CEMENTS LTD

Appointment of Mr. Martin Kriegner (DIN:00077715) as a Director

Martin Kriegner, 54, is Area Manager, India for LafargeHolcim Ltd. , the parent company. His appointment is in line with the statutory requirements.


2016

AMBUJA CEMENTS LTD

Revision in Remuneration of Mr. B. L. Taparia, Director (DIN :00016551)

As an advisor, B L Taparia represents the company before law firms, consultants, courts, statutory and regulatory bodies among other assignments. His proposed remuneration of ~Rs. 15. 4 mn is commensurate with the size and complexity of the company.


2016

AMBUJA CEMENTS LTD

M/s. P. M. Nanabhoy & Co., Cost Accountants appointed as the Cost Auditors of the Company at a remuneration of Rs. 6,00,000/-

The board has approved the appointment of P M Nanabhoy & Co. As cost auditors for the year ended 31 December 2016 on a total remuneration of Rs. 0. 6 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in 2016 is reasonable compared to the size and scale of operations.


2016

AMBUJA CEMENTS LTD

Existing Articles of Association of the Company be and is hereby replaced, altered, modified and revised with the new Articles of Association,

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to replace the entire existing AoA. The draft AoA is available on the company’s website and at the registered office of the company.


2016

INGERSOLL RAND INDIA LIMITED

Special Resolution to grant approval for changing the situation of Registered Office of the Company as detailed in Postal Ballot Notice dated February 4, 2016 read together with the explanatory statement annexed to the notice.

Ingersoll-Rand (India) Limited plans to shift its registered office from Bidadi (Plot No. 35, KIADB Industrial Area, Bidadi, Bengaluru, 562109) to within the city of Bengaluru (8th Floor, Tower D, IBC Knowledge Park, Bannerghatta Main Road, Bengaluru 560029). Since the registered office is being shifted within the state of Karnataka, there will be no need to amend the Memorandum of Association.


2016

To receive, consider and adopt the audited financial statement of the Company, including the audited Balance Sheet as at December 31, 2015, the statement of Profit and Loss for the year ended on that date, together with the report of the Board of Directors and the Auditors thereon and the consolidated audited financial statement of the Company for the financial year ended December 31, 2015.


2016

To declare final dividend of Rs. 7 and special dividend of Rs. 3, per equity share of face value Re. 1 each of the Company and, to approve and confirm the declaration and payment of three interim dividends aggregating Rs. 13 per equity share for the year ended December 31, 2015

CRISIL has proposed a final dividend of Rs. 7 per share and special dividend of Rs. 3 per share. During 2015, CRISIL paid three interim dividends, first two of Rs. 4 each and the third of Rs. 5 per equity share. Thus, total dividend for 2015 works out to Rs. 23 per share. Dividend payout ratio has increased to 88. 6% in 2015 from 78. 7% in 2014.


2016

To appoint a Director in place of Mr. Yann Le Pallec (DIN 05173118), who retires by rotation and being eligible, seeks re-appointment

Yann Le Pallec, 47, is the MD of S&P, EMEA. He retires by rotation. His reappointment is in line with all statutory requirements.


2016

To ratify the appointment of S. R. Batliboi & Co. LLP as Statutory Auditors of the Company, and to authorise the Audit Committee and the Board of Directors to fix their remuneration

CRISIL proposes to ratify S. R. Batliboi & Co. As statutory auditors. S. R. Batliboi & Co. Have been the company’s statutory auditors for the past nine years (since 2007). The ratification is in line with our Voting Policy on Auditor Rotation and in the spirit of section 139 of the Companies Act 2013.


2016

Appointment of Mr. John Francis Callahan Jr. as a Non-Executive Director, liable to retire by rotation

John Francis Callahan Jr, 57, is the Executive Vice President and CFO of McGraw Hill Financial. He was appointed as Additional Director effective 18 October 2015. His appointment is in line with all statutory requirements.


2016

STRIDES SHASUN LIMITED

Approval of "Strides Shasun Employee Stock Option Plan 2016" and grant of employee stock option to Employees of the Company under the Plan .

The 3. 0 mn stock options will vest over a period of three years and will result in a dilution of around 3. 3% for existing shareholders. Notwithstanding the proposed discount in the exercise price, the management has confirmed that the overall employee costs (including the cost of the ESOP scheme) as a percentage of revenues will remain within the limit of 17%. This is in line with that of industry peers and of the consolidated employee cost of Strides Shasun post-merger. We raise concerns on transparency because the exercise price has not been clearly specified. Further, given the high cost of the aggregate scheme (estimated at ?1. 8 bn), the company should have provided greater clarity to investors on how it proposes to spread the cost of the scheme on an annual basis in the shareholder notice itself.



Shareholder


Management

recommendation


)


22-Apr-16 ICICI BANK LIMITED Postal Ballot Management FOR FOR





26-Apr-16 ABB INDIA LIMITED AGM Management FOR ABSTAIN In absence of required information, we abstain.

26-Apr-16 ABB INDIA LIMITED AGM Management Declaration of Dividend. FOR FOR

26-Apr-16 ABB INDIA LIMITED AGM Management FOR AGAINST

26-Apr-16 ABB INDIA LIMITED AGM Management FOR FOR




27-Apr-16 AGM Management FOR ABSTAIN In absence of required information, we abstain.






27-Apr-16 AGM Management Remuneration to the Cost Auditors. FOR FOR

27-Apr-16 AGM Management Remuneration to the Non-executive Director. FOR FOR




2016


Approval to grant stock option to the Employees of the Company's subsidiaries under the "Strides Shasun Employee Stock Option Plan 2016".

The company requires shareholder approval in a separate resolution to extend the ESOP 2016 benefit to the employees/directors of subsidiaries.


2016

Appointment of Mr. M K Sharma as an Independent Director

Mahendra Sharma (MK Sharma) is the Chairperson of the Bank. He has served on the Board of Hindustan Unilever Limited for 12 years out of which he was the Vice-Chairperson for seven years. His appointment is in line with all the statutory requirements.


2016

Appointment of Mr. M K Sharma as an Non Executive (part time) Chairman

MK Sharma’s appointment is in line with all statutory requirements. The proposed remuneration of Rs 3. 0 mn per annum is in line with remuneration paid to his peers in other private sector banks.


2016

Appointment of Ms. Visakha Mulye as a Director

Vishakha Mulye is the Head of Wholesale Banking Group of the Bank. Her appointment is in line with all the statutory requirements.


2016

Appointment of Ms. Visakha Mulye as a Wholetime Director (designated as Executive Director)

Vishakha Mulye’s proposed remuneration is Rs. 49. 9 mn, which can reach upto Rs. 66. 8 by the end of her term. Based on the remuneration structure ICICI bank has adopted in the past, we estimate that Vishakha Mulye will be granted stock options of another Rs. 65 mn. Therefore, her aggregate remuneration is likely to be in the range of Rs. 115 mn to Rs. 132 mn. This is in line with remuneration paid to peers.


2016

Amendment to Employees Stock Option Scheme

The change in exercise period does not have material implications for shareholders – since there is no change in the expected equity dilution and the incremental costs on account of the change in exercise period (calculated using the fair value method) is also marginal. Notwithstanding, the proposed extension of the exercise period is higher than the maximum exercise period provided by most other banks’ employee stock option schemes – both domestically and internationally. Additionally, the 91mn options already granted but not exercised will get an extended exercise period. While we understand that over 80% of these 91mn options are in the money at current market prices1, making structural changes (such as extending the exercise period) to options already granted was avoidable – particularly since ESOPs are ‘pay at risk’ remuneration models that employees accept at the time of the grant.


2016

Adoption of Financial Statements and Reports of the Board of Directors and the Auditors thereon.


2016

ABB India Limited (ABB) has proposed a final dividend of Rs. 3. 7 per equity share unchanged from that in 2014. The total dividend outflow including dividend tax for 2015 is Rs. 0. 9 bn. Dividend payout ratio has decreased to 31. 5% in 2015 from 41. 2% in 2014.


2016

Ratification of appointment of Auditors Messrs S. R. BATLIBOI & ASSOCIATES LLP, Chartered Accountants, having ICAI Firm registration number 101049W, as Statutory Auditors.

S R Batliboi & Associates LLP were appointed for a period of 2 years in the company’s 2014 AGM. Prior to them, the company’s auditors were S R Batliboi & Co for 10 years: they are also part of the Ernst & Young audit network. Therefore, audit firms belonging to the Ernst & Young network have been ABB’s statutory auditors for the past 12 years. The ratification is neither in line with our Voting Policy on Auditor appointment nor does it follow the spirit of Section 139 of the Companies Act 2013. Under Section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


2016

Re-appointment of Mr. Frank Duggan (DIN: 02937233) who was appointed to fill the casual vacancy.

Frank Duggan is the Chairman of the company. He has been associated with the ABB Group for 32 years. Currently, he is the Region Manager for Asia, Middle East and Africa (AMEA) region and a member of executive committee of ABB Group. His appointment is in line with the statutory requirements.


2016

Appointment of Mr. Sanjeev Sharma (DIN: 07362344) as Director.

Sanjeev Sharma is being appointed as Managing Director of the company. Prior to his appointment as Managing Director, he was Global Managing Director for the Low Voltage Systems business unit at Malaysia. His appointment is in line with the statutory requirements.


2016

Appointment of Mr. Sanjeev Sharma (DIN: 07362344) as Managing Director of the Company for a period of 3 years.

Sanjeev Sharma, 50, had joined ABB in 1990. The company proposes to appoint him as the Managing Director of the company for three years with effect from 1 January 2016. The company proposes to pay him a maximum remuneration of around Rs. 51. 1 mn. In addition, he is entitled to perquisites. The proposed remuneration is in line with that of peers and commensurate with the size and complexity of the business.


2016

Ratification of remuneration to Cost Auditor for the Financial Year 2016.

The board has approved the appointment of Ashwin Solanki & Associates as cost auditors for the year ended 31 December 2016 on a total remuneration of Rs. 3. 3 mn plus applicable service tax and out of pocket expenses. The total remuneration proposed to be paid to the cost auditors in 2016 is reasonable compared to the size and scale of operations of the Company.


2016

FAG BEARINGS INDIA LIMITED

To receive, consider and adopt the Financial Statements including Balance Sheet as at December 31, 2015 and the Statement of Profit and Loss for the year ended on that date along with Directors and Auditors Report thereon.


2016


To declare dividend for the year ended December 31, 2015.

The total dividend outflow including dividend tax for 2015 is Rs. 0. 2 bn. This represents an increase of 41% from 2014. The dividend payout ratio for the year is ~10%.


2016


To appoint a Director in place of Mr. Avinash Gandhi, (DIN: 00161107) who retires by rotation and being eligible offers himself for re-appointment.

Avinash Gandhi, 77, is Ex-President, Hyundai Motors and Chairman of FAG Bearings India Ltd. His re-appointment is in line with the statutory requirements.


2016


To appoint a Director in place of Mr. Dietmar Heinrich, (DIN:00928243) who retires by rotation and being eligible offers himself for re-appointment.

Dietmar Heinrich, 52, is CEO, Schaeffler Europe. His re-appointment is in line with the statutory requirements.


2016


To ratify the appointment of Auditors and to fix their remuneration.

BSR & Co LLP have been auditing the company’s financial statements for the past five years. The ratification of BSR & Co LLP as statutory auditors complies with the requirements of Section 139 of the Companies Act 2013.


2016


Approval on Material Related Party Transactions.

While the company has capped the value of transactions for future years (25% over previous year), the approval is for all future years including 2016. However, the company has clarified that it will seek shareholder approval for the related party transactions next year with a cap on time period of approval. The transactions are in the ordinary course of business and at arm’s length.


2016


The board has approved the appointment of Y S Thakar & Co. As cost auditors for the year ended 31 December 2016 on a total remuneration of Rs. 0. 1 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in 2016 is reasonable compared to the size and scale of operations.


2016


The company proposes to pay an aggregate profit-linked commission of Rs. 3. 85 mn to its Non-Executive Directors in 2015. Further, it also seeks approval to pay a maximum aggregate commission of upto Rs. 11 mn annually till 2019. The proposed commission is reasonable compared to the size and complexity of the firm. Further, the company has capped the absolute amount of commission payable to Non-Executive Directors.


2016

NATIONAL BUILDING CONSTRUCTION CORPN LIMITED

Approval for splitting of company's equity shares of Rs 10/- each into five(5) equity shares of face value Rs 2/- each.

The sub-division of equity shares will improve liquidity of the company's equity shares and make it affordable to the small investors. If approved, the authorized equity share of the company will be 0. 75 bn equity shares of Rs. 2 each. The issued equity share capital will be 0. 60 bn equity shares of Rs. 2 each.


2016


Approval to ammend the capital clause in the Memorandum of Association of the company.

The Memorandum of Association requires an amendment of its existing Clause V for the sub-division of equity shares of the Company.



Shareholder


Management

recommendation


)

30-Apr-16 Postal Ballot Management FOR FOR The proposed name is an abbreviation of its current name.

2-May-16 EGM Management FOR FOR

7-May-16 AXIS BANK LTD Postal Ballot Management FOR FOR

7-May-16 AXIS BANK LTD Postal Ballot Management FOR FOR

12-May-16 AGM Management FOR ABSTAIN In absence of required information, we abstain.

12-May-16 AGM Management FOR AGAINST

12-May-16 AGM Management FOR FOR





24-May-16 ASIAN PAINTS LTD Postal Ballot Management FOR FOR

31-May-16 Postal Ballot Management FOR FOR

3/Jun/16 Postal Ballot Management FOR Abstain Due to operational reasons - voting could not be casted




2016


Approval to change of name of the company to ''NBCC(India) Limited'' with consequential alteration to Memorandum of Assosiation and Articles of Association of the Company.


2016

ORIENTAL BANK OF COMMERCE

To create, offer, issue and allot 2,47,72,914 equity shares of the Bank of face value of Rs.10/- (Rupees Ten only) each for cash at an Issue price (including premium) of Rs.121.10 (Rupee One hundred twenty one and paise ten only) per Equity Share as determined in accordance with SEBI ICDR Regulations, aggregating upto Rs.300.00 crore (Rupees Three Hundred Crore only) on preferential basis to Government of India (President of India).

The issue price is at 29. 2% premium to the current market price (Rs. 93. 7 closing price on 20 April 2016). The proposed capital infusion will bolster OBC’s capital adequacy ratio from its 31 December 2015 level of 11. 14% (Tier 1 capital of 8. 17%). We believe the capital infusion is in the long term interest of all shareholders. Shareholders must note that GoI controlled 69. 2% of the voting rights (55. 2% direct shareholding, and 14. 1% through LIC) on 31 March 2016. The proposed in preferential allotment will increase GoI’s control and result in an estimated 7. 2% dilution for existing shareholders.


2016

Re-appointment of Dr. Sanjiv Misra as the Non-Executive Chairman of the Bank.

Dr. Misra is a SUUTI nominee. His term expired on 7 March 2016. Axis Bank proposes to extend his appointment for three months for a smooth transition. The total remuneration paid to him in FY15 was Rs. 3. 4 mn. The proposed terms of remuneration for three months are similar to that paid in FY15. SUUTI has agreed to reduce the number of promoter directors on the board from four (Chairman and three directors) to one director each nominated by SUUTI and LIC. We commend the change as it is in line with the principles of corporate democracy and good governance.


2016

Alteration of Articles of Association of the Bank.

With the coming into force of the Companies Act, 2013, several regulations of the existing Articles of Association of the Bank require alteration or deletion. Accordingly, the Bank has proposed to replace the entire existing AoA by a set of new Articles. The new Articles of Association are available on the Bank’s website.


2016

ITD CEMENTATION INDIA LTD

Adoption of the financial statements of the Company, namely (a) the Audited Standalone and Consolidated Balance Sheet as at 31st December, 2015, (b) the Audited Standalone and Consolidated Statement of Profit and Loss for the year ended on that date,(c) the Standalone and Consolidated Cash Flow Statement for the year ended on that date, (d) Notes annexed to, or forming part of the documents referred to in (a) to (c) above and the Reports of the Board of Directors and Auditors thereon.


2016


Re-appointment of Mr. Pathai Chakornbundit (DIN: 00254312), retiring by rotation.

Pathai Chakornbundit represents the promoter interest. He has attended 63% of the board meetings held in 2015 and ~57% of the meetings over past 3 years. We expect directors to take their responsibilities seriously and attend all board meetings, else, then atleast 75% of board meetings, over a three-year period.


2016


Ratification of appointment of M/s Walker Chandiok & Co LLP, Mumbai (Firm Registration No. 001076N/N500013) as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting to be held in the financial year 2017 and to authorise the Board to determine their remuneration.

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013.


2016


Appointment of Mr. Piyachai Karnasuta (DIN: 07247974) as Director of the Company who was appointed as an Additional Director in the Company.

Piyachai Karnasuta is Executive Vice President, Italian Thai Development Public Company Ltd. (Promoter). His appointment is in line with statutory requirements.


2016


Approval for payment of remuneration to Mr. Suresh Damodar Shenoy (Membership no. 8318), Cost Accountant, appointed as Cost Auditor of the Company for the financial year ending 31st December, 2016.

Proposed remuneration to be paid to the cost auditors in 2016 is reasonable commensurate with the size and scale of operations of the Company.


2016


Payment of commission to the Non-Executive Directors in India subject to a maximum of Rs. 5 Lakh per annum to each Director for each of the five financial years of the Company commencing on and from 1st January, 2016

In 2016, and for another four years, the company proposes to pay commission to its non-executive directors at a maximum of Rs. 0. 5 mn per annum per director. In 2014 and 2015, no commission was paid due to inadequacy of profits.


2016


Re-appointment of and payment of remuneration to Mr. Adun Saraban (DIN:01312769) as Managing Director of the Company for a period of 3 years from 1st January, 2016 to 31st December, 2018.

Adun Saraban, 56, is the Managing Director of the company and has been the Managing Director since 2010. He has over 34 years of experience in civil engineering and project construction management. His remuneration in 2015 aggregated Rs. 9. 5 mn, which was ~15x the median employee salary. His proposed remuneration is estimated at Rs. 13. 2 mn which is in line with peers and commensurate with size and complexity of the company.


2016

To approve change of place of keeping and inspection of Register and Index of members, returns etc.

Currently, the register of members and other documents for the period on or after 1 April 2003 are maintained at the office of the company’s Registrars & Share Transfer Agent (RTA), Sharepro Services (India) Private Limited (Sharepro), in Mumbai. The company discovered irregularities in the share related operations of Sharepro and there is a SEBI order against Sharepro. The company changed its RTA to TSR Darashaw Limited with effect from 1 April 2016. The company seeks shareholder approval to keep the registers and other documents for the period on or after 1 April 2003 at the registered office of TSR Darashaw Limited in Mumbai. Records for the period upto 31 March 2003 will continue to be maintained at the registered office of the company. The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.


2016

BHARAT PETROLEUM CORP LTD

Increase in limit of total shareholding of all Registered Foreign Institutional Investors (FIIs) put together from 24% up to 49% of the paid-up equity share capital of the Company.

Presently, FII’s hold 21. 2% of the company’s paid-up equity share capital. Their shareholding is nearing the optimum limit of 24%. The company seeks to increase this limit to 49% of its paid-up equity share capital. The increased shareholding limit for FIIs in a company normally results in enhanced shareholder value.


2016

CROMPTON GREAVES CONSUMER ELECTRICAL

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


2016


Increase in borrowing limits from Rs. 1500 crores to Rs. 1800 crores


2016


Issue of Secured Non – Convertible Debentures on Private Placement.



Shareholder


Management

recommendation


)

4-Jun-16 CCM Management FOR FOR

4-Jun-16 YES BANK LIMITED Postal Ballot Management FOR FOR



6-Jun-16 CCM Management FOR AGAINST

6-Jun-16 Postal Ballot Management FOR FOR

7-Jun-16 Kirloskar Pneumatic Postal Ballot Management FOR FOR

7-Jun-16 YES BANK LIMITED AGM Management FOR ABSTAIN In absence of complete information, we abstain.

7-Jun-16 YES BANK LIMITED AGM Management Approval of dividend on equity shares FOR FOR

7-Jun-16 YES BANK LIMITED AGM Management FOR FOR



2016

BRITANNIA INDUSTRIES LTD

For the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Daily Bread Gourmet Foods (India) Private Limited (hereinafter referred to as the “Transferor Company”) and the Transferee Company and their respective shareholders and creditors.

The company intends to restructure its businesses by amalgamating the Manufacturing and Retail sales businesses of Daily Bread Gourmet Foods (India) Private Limited with itself as they are a part of its core competency. Daily Bread Gourmet Foods (India) Private Limited (‘DB’) will retain and operate its Institutional trade business separately which requires a distinct focus and marketing strategy as compared to the retail and manufacturing businesses. The demerger and amalgamation will enable focused business approaches to the respective lines of business of both Britannia Industries Limited (‘Britannia’) and DB. There will be no issue/ allotment of shares as consideration for the demerger and transfer. The amalgamation will not change the shareholding pattern in Britannia.


2016

Increase in Authorised Share Capital and consequent amendments to Memorandum of Association of the Bank.

The Banking Laws (Amendments) Act 2012 allows Banking Companies to raise capital by way of preference shares in addition to equity capital. Yes Bank plans to have headroom for preference share capital and proposes to increase its authorized share capital from Rs 6. 0 bn to Rs. 8. 0 bn consisting of 600 mn equity shares of Rs. 10 each and 20 mn preference shares Rs. 100 each. The preference shares would be issued based on the funds requirements of the Bank in compliance with RBI guidelines and any other applicable laws. The increase in authorized capital would require amendment to the existing Clause V of the MoA of the Bank.


2016

Amendments to the Main Objects and other Clauses of the Memorandum of Association of the Bank.

In order to strengthen its presence in various business segments and to provide a comprehensive suite of products to Retail and Corporate Customers, Yes Bank proposes to amend the object clause of the MoA of the Bank. Since the current MoA was originally adopted under the Companies Act 1956, Yes Bank proposes amendments to bring the MoA of the Bank in conformity with the provisions of the Companies Act 2013. The proposed amended MoA is available on the Bank’s website for perusal.


2016

Amendments to Articles of Association of the Bank.

With the coming into force of the Companies Act, 2013, several regulations of the existing Articles of Association of the Bank require alteration or deletion. Accordingly, the Bank has proposed to replace the entire existing AoA by a set of new Articles. The Bank has provided a detailed comparison of the old and new Articles of Association in the notice of the Postal Ballot. The new Articles of Association are available on the Bank’s website.


2016

RELIANCE INFRASTRUCTURE LIMITED

To consider and, if thought fit, approve with or without modification(s), the following Resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force) for approval of the proposed Scheme of Arrangement between Reliance Infrastructure Limited (“the Transferor Company” or “RInfra”) and Reliance Electric Generation and Supply Private Limited(“the Transferee Company” or “REGSPL”) and their respective shareholders and creditors (“Scheme” or “the Scheme”)

The power business contributes to ~42% of the total consolidated revenues of the company. The company has clarified that the total enterprise valuation for the business has been assigned at ~Rs. 120 bn (Equity: Rs. 62. 9 bn, Debt: Rs. 58. 1 bn). This translates into EV/Sales multiple of ~1. 5x, which is in line with peers. We understand that consideration is being received in cash rather than through the issue of shares in order to improve liquidity at the standalone level. The management has clarified that the consideration to be received from REGSPL, will be funded by REGSPL through a mix of internal accruals, debt, and capital infusion by promoters. However, all of these fund raising aspects are hinged on several uncertainties. In the absence of sufficient cash flows or promoter infusion, this transaction will only increase consolidated debt levelsWhile the structural correction of businesses will likely increase business focus, our voting recommendation is based on the lack of clarity with respect to the funding plan, which may increase the debt levels.


2016

SKS MICROFINANCE LIMITED

Special Resolution for change of Company’s existing name “SKS Microfinance Limited” to “Bharat Financial Inclusion Limited” and consequent alterations to Memorandum of Association and Articles of Association ofthe Company.

SKS, an abbreviation for SwayamKrishiSangam, was adopted at the time of the Company’s inception in September 2003. Initially, SKS Microfinance (SKS MF) had operations in a single state (the undivided Andhra Pradesh) with a single product (income-generation loan)12 years since incorporation, SKS is a large Indian Microfinance Institution (MFI) with presence across 18 states, over 100,000 villages catering to 6. 97 mn customers. The Company plans to change its name to Bharat Financial Inclusion Ltd. Given that the MFI has a large rural network across the country, providing financial services at an affordable cost to economically weaker sections of society. MCA vide its letter dated 26 April 2016 confirmed the availability of proposed new name. The Company seeks shareholder approval for change of the Company’s existing name and consequential alterations in the MoA and AoA.


2016

Waiver of recovery of excess remuneration paidto Mr Rahul C Kirloskar, Executive Chairman forthe financial years 2012-13, 2013-14 & 2014-15.

Rahul Kirloskar’s remuneration has reported a secular decline during 2012-15, which is linked to KPCL’s decreasing profitability. The aggregate excess remuneration paid over three years is Rs. 20mn. While the overall remuneration paid is higher than the thresholds permitted under Companies Act 2013, it remains commensurate with the size and complexity of the business. However, we raise concerns over the quality of governance, given the delay with which the company approached shareholders for a waiver of the excess remuneration.


2016

Adoption of standalone and consolidated financial statement for the year ended March 31, 2016


2016

For the year ended 31-Mar-2016, YES bank proposes to pay a final dividend of Rs. 10 per share, up 11% from Rs 9 paid in FY15. PAT has increased 26. 3% to Rs 25. 4 bn in FY16. Increase in dividend payout is at a much slower pace than the improving profitability.


2016

Appoint a director in place of Mr. M. R. Srinivasan (DIN: 00056617), who retires by rotation and being eligible, offers himself for re-appointment.

YES Bank has special dispensation from RBI for continuation of M. R. Srinivasan on the Board till October 2016, given that he has crossed the age limit of 70 years. We understand that YES Bank will seek an extension for his tenure. In case the extension is not approved by RBI, M R Srinivasan’s term will end in October 2016. YES Bank’s Articles of Association (AoA) does not provide for the appointment of directors in a non-independent non-executive capacity. However, the Bombay High Court Judgement of June 2015 (regarding the dispute between Madhu Kapur and YES Bank and its board of directors) ruled that the Bank could appoint directors in this capacity, given the overarching provisions of the Companies Act 2013. Therefore, YES Bank proposes to reappoint M. R. Srinivasan under the Non-Executive, Non-Independent category (under the provisions of Companies Act 2013). We believe that YES Bank must modify its AoA to allow for such appointments, given that the June 2015 judgement is being appealed by both parties to the dispute, YES Bank would have been better placed remaining within the definitions of its own AoA. Since the matter is sub-judice, the Bank clarified that they could not pursue the relevant amendment(s) in the AoA.


2016

Appointment of M/s. B. S. R. & Co. LLP., Chartered Accountants as Auditors and fixation of remuneration thereof

S R Batliboi & Co. (Ernst & Young Group) have been statutory auditors of the bank since FY12. BSR and Co. (KPMG Group) were the auditors prior to FY12. Yes Bank plans to appoint BSR & Co LLP again as statutory auditors for four years. While the cooling off period for auditor reappointment is five years under Companies Act 2013, it is two years (for private sector banks) as per RBI guidelines. Yes Bank comes under the purview of the RBI guidelines, the appointment of BSR & Co. Is in line with all banking statutory requirements.



Shareholder


Management

recommendation


)








13-Jun-16 VEDANTA LIMITED Postal Ballot Management FOR FOR

17-Jun-16 AGM Management FOR ABSTAIN In absence of required information, we abstain.

17-Jun-16 AGM Management FOR FOR


17-Jun-16 AGM Management Ratification of Appointment of Auditors. FOR AGAINST

17-Jun-16 AGM Management Appointment of Branch Auditors. FOR FOR The appointment of Branch Auditors is in line with all the statutory requirements.




2016

Approval for appointment of Mr. Ajai Kumar (DIN- 02446976) as a Director, liable to retire by rotation

Ajai Kumar has been senior Strategic Advisor of the Bank from July 2014 to January 2016. Prior to this he was CMD – Corporation Bank. He is being appointed as director liable to retire by rotation. YES Bank’s Articles of Association (AoA) does not provide for the appointment of directors in a non-independent non-executive capacity. However, the Bombay High Court Judgement of June 2015 (regarding the dispute between Madhu Kapur and YES Bank and its board of directors) ruled that the bank could appoint directors in this capacity, given the overarching provisions of the Companies Act 2013. Therefore, YES Bank proposes to appoint Ajai Kumar under the Non-Executive, Non-Independent category (under the provisions of Companies Act 2013). Whilewe believe that YES Bank must modify its AoA to allow for such appointments, given that the June 2015 judgement is being appealed by both parties to the dispute, YES Bank would have been better placed remaining within the definitions of its own AoA. Since the matter is sub-judice, the Bank clarified that they could not pursue the relevant amendment(s) in the AoA.


2016

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

Ashok Chawla is Chairperson, National Stock Exchange (NSE) and former Chairperson of Competition Commission of India. His appointment is in line with all statutory requirements.


2016

Approval for revision in the remuneration of Mr. Radha Singh (DIN - 02227854), Non-Executive Part-Time Chairperson of the Bank, in terms of the RBI approval, effective from November 1, 2015.

Radha Singh’s was paid a remuneration of Rs 2. 1 mn and sitting fees of Rs 1. 3 mn in FY16. Her proposed remuneration of Rs 2. 4 mn + perquisites + sitting fees is in line with that paid to chairpersons of other private sector banks.


2016

Payment of profit based commission to Non-Executive Directors except Non-Executive Chairperson

YES Bank has not paid any commission on profit to the Non-Executive Directors in past. The Bank is now proposing profit based commission to the Non-Executive Directors (excluding the Chairperson of the Bank). The Bank proposes a commission on profit for FY15-16 upto a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. The amount of profit based commission payable to Non-Executive Directors will be as per the criteria laid down by the Board.


2016

Approval for raising of capital upto USD 1 Billion by issue of shares or convertible securities in one or more tranches provided however that the aggregate amount raised shall not result in increase of the issued and subscribed equity share capital of the Bank by more than 15% of the then issued and subscribed equity shares of the Bank

YES Bank’s Tier I capital adequacy ratio was 10. 7% on 31 March 2016. To sustain future growth, the Bank needs to raise capital to meet its growth plans and also to maintain its capital adequacy ratio at levels prescribed by the RBI. The overall dilution will not be more than 15% of the expanded capital base.


2016

Approval for borrowing / raising funds in Indian /foreign currency by issue of debt securities upto ` 10,000 Crores (the “NCDs”) to eligible investors on private placement basis

YES Bank seeks approval to borrow/raise funds in Indian /foreign currency by issue of debt securities in one or more tranches upto Rs 100 bn. This limit will be within the overall borrowing limit of Rs 500 bn. YES Banks’s debt is rated ICRA AA+(Tier II)/ Stable/ICRA A1+ and Moody’s Baa3 / Stable / Prime-3.


2016

BHARTI INFRATEL LIMITED

Approval for the Buy Back of Equity Shares of the company

Bharti Infratel Ltd (Bharti Infratel) proposes to spend Rs. 20 bn to buy back equity shares through a tender offer. Bharti Airtel, the promoter of the company will also participate in the buyback on prorata basis. At the maximum buyback price of Rs. 450 per equity share, the company will buyback 44. 4 mn equity shares resulting in a 2. 3% reduction in the equity share capital of the company. As at 31 March 2016, on consolidated basis, Bharti Infratel held cash of Rs. 31. 3 bn and current investment of Rs. 13. 7 bn. Bharti Infratel also has healthy cash flow from operating activities - Rs. 51. 9 bn v/s Rs. 45. 8 bn in FY15. In each of the past five quarters, the cash flow from operations were adequate to finance the company’s capital expenditure. The buyback will return surplus funds to its shareholders. Buyback will increase the earnings per share and improve the return on capital employed and return of networth of the company.


2016

Increase in limits u/s 186 of the Companies Act, 2013 for Inter-Corporate Loans, Investments and Guarantees and Security in connection with loan(s) from ` 60,000 Crore to ` 80,000 Crore.

The current limit of Rs. 600bn may have limited head room: total inter-corporate transactions on 31 March 2016 are estimated to aggregate over Rs560 bn. Given the nature, size and complexity of the business, the increase in limits for inter-corporate transactions will be warranted – for operational purposes. Nevertheless, we highlight ‘transparency risk’ to the proposal as the company has not provided any details regarding the companies it proposes to transact with, nor the proposed nature of such transactions. Further, the company has not provided the current utilization levels of the existing Rs 600 bn inter-corporate transaction limit. The proposal does not relate to the USD 1. 25 bn loan given by Cairn India Holdings Ltd (100% subsidiary of Cairn India Ltd) to THL Zinc Ltd (100% subsidiary of Vedanta Ltd).


2016

TATA CONSULTANCY SERVICES LIMITED

To receive, consider and adopt (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016, together with the Report of the Auditors thereon.


2016


To confirm the payment of Interim Dividends on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2015-16.

For FY16, TCS has paid Rs 16. 5 per share as interim dividend and proposes Rs 27. 0 per share as final dividend. Total dividend for FY16 amounts to Rs 43. 5 per share and a payout ratio of 44. 7%. The total dividend outflow will amount to Rs. 102. 2 bn (including dividend tax). TCS has paid over 35% of its net profit as dividend in each of the past three years.


2016


To appoint a Director in place of Mr. Ishaat Hussain (DIN:00027891), who retires by rotation and, being eligible, offers himself for re-appointment and his term would be up to September 2, 2017.

Ishaat Hussain a director on the Board of Tata Sons Ltd. He is a Tata / Promoter representative on the TCS Board. His reappointment is in line with statutory guidelines.


2016


Auditors from the Deloitte Touche Tohmatsu network have been auditing the company’s accounts for 15 years (since 2001 atleast) – which is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply (till September 2016), we expect companies to be proactive and start abiding by the spirit of the regulations.


2016



2016

EICHER MOTORS LTD

To receive, consider and adopt the Audited Financial Statements (including consolidated financial statements) of the Company for the financial year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon.


2016

EICHER MOTORS LTD

To approve interim dividend of Rs. 100 per equity share paid for the financial year ended March 31, 2016.

The dividend per share has increased from Rs. 30. 0 in CY13 to Rs. 100. 0 in FY16. However, due to a significant increase in the standalone PAT, the payout ratio decreased from 34. 1% to 25. 2% during the same period.



Shareholder


Management

recommendation


)

18-Jun-16 AGM Management FOR AGAINST



18-Jun-16 INFOSYS LIMITED AGM Management FOR ABSTAIN In absence of required information, we abstain.

18-Jun-16 INFOSYS LIMITED AGM Management Declaration of dividend. FOR FOR

18-Jun-16 INFOSYS LIMITED AGM Management FOR FOR

18-Jun-16 INFOSYS LIMITED AGM Management Appointment of auditors. FOR AGAINST




24-Jun-16 BANK OF BARODA AGM Management FOR ABSTAIN In absence of required information, we abstain.

27-Jun-16 ITC LTD Postal Ballot Management FOR FOR




28-Jun-16 ASIAN PAINTS LTD AGM Management FOR ABSTAIN In absence of required information, we abstain.


2016

EICHER MOTORS LTD

To ratify the appointment of Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N), as Statutory Auditors of the Company to hold office from the conclusion of thirty fourth Annual General Meeting (AGM) till the conclusion of the thirty-fifth AGM of the Company to be held in the year 2017 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be determined by the Board of Directors of the Company.

Deloitte Haskins & Sells was appointed as the statutory auditor in FY08. Prior to appointing them, the company’s auditors were A. F. Ferguson Associates (at least since 1997), who are part of the same audit network. The Deloitte group, therefore, has been auditing the company’s accounts for 19 years. Their reappointment is not in line with our Voting Policy on Auditor Rotation or with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure (including network firms) may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


2016

EICHER MOTORS LTD

To consider and approve re-appointment of Mr Siddhartha Lal as Managing Director of the Company

Siddhartha Lal, 42, belongs to the promoter group of the company. He has been on the board since 2006 and was re-appointed as managing director of the company with effect from 1 May 2011 for a period of five years. His term expired on 30 April 2016. His reappointment is in line with all statutory requirements.


2016

EICHER MOTORS LTD

To consider and approve payment of Remuneration to Mr Siddhartha Lal as Managing Director

As per the company’s remuneration policy, Siddhartha Lal’s salary is revised each year. This time, the company proposes to revise the remuneration terms of Siddhartha Lal and proposes to pay ~Rs. 30. 6 mn per annum as salary (excluding perquisites and commissions). In addition, he will continue to be eligible for a commission of upto 5% of net profits. In the fifteen months ended 31 March 2016, he was paid a total remuneration of Rs. 84. 9 mn, including perquisites and commission. However, there is no absolute cap on the commission payable to him. We observe that, his overall remuneration has moved in line with the performance of the company and is in line with industry peers.


2016

Adoption of financial statements (including the consolidated financial statements).


2016

In FY15, Infosys increased its target dividend payout ratio from 40% of consolidated profits to 50% of consolidated profits. Consequently, the total dividend has increased from Rs. 42. 3 bn in FY14 to Rs. 61. 5 bn in FY15 and Rs 67. 0 bn in FY16.


2016

Appointment of Dr Vishal Sikka as a director liable to retire by rotation.

Dr. Sikka was appointed as wholetime director liable to retire by rotation in June 2014 and reappointed as CEO & MD with modified terms till 31 March 2021 (approved by way of Postal Ballot on 31 March 2016). As per Section 152 of the Companies Act, 1/3rd of the total number of directors of a company (liable to retire by rotation) need to retire at every AGM. For calculating the same, independent directors are required to be excluded. In Infosys’ case, only the two Executive Directors are subject to retire by rotation. Hence, Dr. Vishal Sikka retires by rotation and needs to reappointed every alternate year.


2016

BSR & Co LLP has been auditing the company’s accounts for 18 years – which is neither in line with our Voting Policy nor the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply (till September 2016), we expect companies to be proactive and start abiding by the spirit of the regulations.


2016


To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2016, Profit and Loss Account of the Bank for the year ended 31st March 2016, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors' Report on the Balance Sheet and Accounts.


2016


To declare dividend on equity shares for the financial year 2015-2016

Oriental Bank of Commerce’s (OBC) dividend per share has reported a secular decline over the past three years, in line with falling profitability. Dividend payout ratio in FY16 was 18. 8%.


2016


To create, offer, issue and allot by way of an offer document / prospectus or such other document, in India or' abroad, such number of equity shares and / or preference shares may be issued for an amount not exceeding Rs. 1500 crore in such manner that the Central Government shall at all times hold not less than 52% of the paid-up Equity capital of the Bank

On 31 March 2016, Oriental Bank’s Tier I capital adequacy was 9. 1% and overall capital adequacy was 11. 8%. The proposed equity infusion is expected to shore up the bank’s capital adequacy levels. At the market price of Rs. 80. 75 per equity share, the Bank will issue, at most, ~ 42. 4 mn shares or Rs 3. 4 bn (at current market price) resulting in a dilution of 10. 9% on the expanded capital base. OBC has confirmed that GoI’s shareholding will not fall below 52% following this issuance.


2016

To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2016, Profit and Loss Account for the year ended 31st March, 2016, the report of the Board of Directors on the working and activities of the Bank for the period covered by the accounts and the Auditor’s Report on the Balance Sheet and Accounts.


2016

Ordinary Resolution for increase in the Authorised Share Capital of the Company.

ITC Limited (ITC) proposes to issue bonus shares in the ratio of 1:2 (see resolution 3). To accommodate this bonus share issuance, it needs to increase its authorized share capital. This increase in authorized share capital will require amendments to the Capital Clause of the Memorandum of Association. The increase is in the interest of all shareholders.


2016

Special Resolution for amendment to Article 4 of the Article of Associate of the Company.

ITC Limited (ITC) proposed to issue bonus shares in the ratio of 1:2 (see resolution 3). To accommodate this bonus share issuance, it needs to modify Article 4 of the AoA.


2016

Ordinary Resolution for issue of Bonus Shares in the proportion of 1 (ONE) Bonus Share of Rs. 1/- each for every existing 2 ( Two) fully paid-up Ordinary Shares of Rs 1/-. each.

The objective of the issuance is to increase the liquidity of the equity shares traded in the secondary market. The paid up share capital on 31 March 2016 was Rs. 8. 05 bn – the bonus issuance is expected to increase paid-up share capital up to Rs. 12. 15 bn. Securities premium account or free reserves up to Rs. 4. 10 bn will be capitalized for the purpose of the issuance of bonus shares.


2016


Divestment of Shasun Pharma Solutions Limited, UK

SPSL, UK, houses the Contract Research and Manufacturing business of the company. The financial performance of SPSL has been weak over the past five years following a black box warning by US FDA in 2012, and loss of two major customers over FY13-FY15. However, the performance has improved in FY16, albeit remains still lower than other segments with EBITDA margins of 8. 3%. As per the investor call transcript for Q4FY16, the company had announced their intent to exit the business at the time of merger of Strides and Shasun. Following which the Contract Research and Manufacturing business was identified as non-core. We believe that the divestment could result in improvement in the operating margins of the company. The valuation takes into account the fact that the intellectual property (IP) rights are with the customer and not the company and is in line with peers.


2016

Adoption of the audited financial statements including audited consolidated financial statement of the Company for the financial year ended 31st March, 2016 together with the reports of the Board of Directors and Auditors' thereon



Shareholder


Management

recommendation


)

28-Jun-16 ASIAN PAINTS LTD AGM Management Declaration of final dividend on equity shares FOR FOR

28-Jun-16 ASIAN PAINTS LTD AGM Management FOR FOR






28-Jun-16 AGM Management To approve total dividend for FY 2015-16 FOR FOR

28-Jun-16 AGM Management To re-appoint Ms. Sujata Prasad as Director FOR FOR






29-Jun-16 UPL LTD AGM Management FOR ABSTAIN In absence of required information, we abstain.

29-Jun-16 UPL LTD AGM Management FOR FOR



29-Jun-16 UPL LTD AGM Management FOR AGAINST




29-Jun-16 VEDANTA LIMITED AGM Management FOR ABSTAIN In absence of required information, we abstain.

29-Jun-16 VEDANTA LIMITED AGM Management FOR FOR


2016

Asian Paints Limited (Asian Paints) has proposed a final dividend of Rs 5. 30 per share (face value Re. 1. 0) for the year ended 31 March 2016. In addition, the company paid an interim dividend of Rs 2. 20 per share during the year. This aggregates to a total dividend of Rs. 7. 50 per share for FY16. The company has maintained a high dividend payout ratio at around 52% in the last three years.


2016

Re-appointment of Shri Mahendra Choksi (DIN: 00009367) as a Director of the Company

Mahendra Choksi is part of the promoter group. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016

Re-appointment of Shri Malav Dani (DIN:01184336) as a Director of the Company

Malav Dani is part of the promoter group. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016

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

BSR & Co. LLP have been auditing the company’s accounts since 2008. They will complete a tenure of 10 years in FY17. Asian Paints has clarified that the appointment of BSR & Co. LLP is a part of the transition to new statutory auditors. BSR & Co. LLP’s reappointment as statutory auditors is in line with the statutory requirements.


2016

Appointment of M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants as the Statutory Auditors of the Company

Asian Paints seeks shareholder approval for the appointment of Deloitte Haskins & Sells for a period of five years. They will be joint statutory auditors along with BSR & Co. LLP for FY17. Deloitte Haskins & Sells LLP’s appointment as statutory auditors is in line with the statutory requirements.


2016

Ratification of remuneration payable to M/s. RA & Co., Cost Accountants Cost Auditors of the Company for the financial year ending 31st March, 2017

The board has approved the appointment of RA & Co. As cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 550,000 plus applicable service tax and out of pocket expenses.


2016

HINDUSTAN ZINC LTD

To consider and adopt the Audited Financial Statements & other documents


2016

HINDUSTAN ZINC LTD

The company has paid a special golden jubilee dividend of Rs. 24 per equity share of face value Rs. 2 for the year ended 31 March 2016. It has also paid an interim dividend of Rs. 3. 8 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 141. 4 bn. This represents an increase of ~541% from FY15. The dividend payout ratio for the year is ~173%.


2016

HINDUSTAN ZINC LTD

Ms. Sujata Prasad, 58, is Joint Secretary and Financial Advisor to Ministry of Coal, Government of India. She is a nominee director of the Government of India. Her re-appointment is in line with the statutory requirements. Ms. Sujata Prasad has attended only 67% of the board meetings held in FY16. We expect directors to take their responsibilities seriously and attend all board meetings. We have a 75% attendance threshold over a three-year period, while approving a director’s re-appointment. While her attendance over the past three years is greater than 75%, we may consider voting against her reappointment in the future if attendance levels do not improve.


2016

HINDUSTAN ZINC LTD

To appoint S.R. Batliboi & Co. LLP as Statutory Auditors

The company seeks to appoint SR Batliboi & Co LLP as statutory auditors for five years. SR Batliboi & Co LLP will replace Deloitte Haskins & Sells, LLP who had been the company’s auditors for the last 12 years. The appointment of SR Batliboi & Co LLP as statutory auditors is in line with our policy on auditor rotation and complies with the requirements of section 139 of the Companies Act 2013.


2016

HINDUSTAN ZINC LTD

To approve the remuneration of the Cost Auditor

The board has approved the appointment of K G Goyal & Co. As cost auditors for the year ended 31 December 2016 on a total remuneration of Rs. 0. 2 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


2016

HINDUSTAN ZINC LTD

To appoint Mr. Sudhir Kumar as Independent Director

Sudhir Kumar, 61, is Former Secretary, Ministry of Consumer Affairs, Food and Public Distribution. His appointment is in line with the statutory requirements.


2016

HINDUSTAN ZINC LTD

To extent tenure of Mr. Akhilesh Joshi as Whole-time Director

Akhilesh Joshi was the CEO and Whole-Time Director of HZL till 30 September 2015. HZL proposes to extend his tenure as Whole-Time Director for a period of one year from 1 October 2015 to 30 September 2016 and fix his remuneration for that period. His maximum remuneration for the period of extension is ~Rs. 55. 2 mn. His proposed remuneration is broadly in line with that of peers and commensurate with the size and complexity of the company.


2016

HINDUSTAN ZINC LTD

To appoint Mr. Sunil Duggal as CEO & Whole-time Director

The company proposes to appoint Sunil Duggal as CEO and Whole-Time Director for a period of three years with effect from 1 October 2015 and fix his remuneration for that period. Sunil Duggal’s maximum proposed remuneration will be ~Rs. 63. 2 mn. His proposed remuneration is broadly in line with that of peers and commensurate with the size and complexity of the company.


2016

Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2016.


2016

Approval of dividend on equity shares for the financial year ended 31st March, 2016

UPL Limited (UPL) has proposed a final dividend of Rs. 5. 0 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 2. 6 bn. Dividend payout ratio for FY16 is 36. 5%.


2016

Re-appointment of Mr. Kalyan Banerjee (DIN; 00276866), who retires by rotation.

Kalyan Banerjee is the Executive Director of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016

Re-appointment of Mr. Rajnikant Devidas Shroff (DIN: 00180810) who retires by rotation.

Rajnikant Shroff is the Chairperson and Managing Director of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016

Appointment of M/s. S R B C & CO LLP, Chartered Accountants, as Auditors and fixing their remuneration.

SRBC & Co LLP have been UPL’s statutory auditors for the past 2 years and belong to the Ernst & Young audit network. Prior to their appointment, SV Ghatalia and Associates LLP were the company’s auditors for 10 years: they too belong to the Ernst & Young audit network. The reappointment is neither in line with our Voting Policy on Auditor appointment nor does it follow the spirit of Section 139 of the Companies Act 2013. Under Section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


2016

Appointment of Mr. Vasant Prakash Gandhi(DIN: 00863653) as an Independent Director.

Dr. Vasant Gandhi is a Professor at IIM Ahmedabad. His appointment is in line with the statutory requirements.


2016

Rectification of remuneration of the Cost Auditors for the financial year ending March 31, 2017

The board has approved the appointment of RA & Co as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 0. 6 mn plus service tax and out of pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations of the company.


2016

Special Resolution-Private Placement of Non-Convertible Debentures.

The proposed NCDs will be issued within the overall borrowing limits of Rs. 100. 0 bn.


2016

To receive, consider and adopt:a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon; andb) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 and the Report of Auditors thereon.


2016

Confirm the interim dividend of ` 3.50 per equity share already paid for the financial year ended March 31, 2016.

Vedanta’s dividend payout for the financial year ended 31 March 2016 is 19. 0% of its net profit, lower than previous year owing to a significant increase in its standalone profits. Dividend per share is at Rs 3. 50 per share, down from Rs 4. 10 last year.



Shareholder


Management

recommendation


)






30-Jun-16 BIOCON LTD AGM Management FOR ABSTAIN In absence of required information, we abstain.

30-Jun-16 BIOCON LTD AGM Management FOR FOR






30-Jun-16 CCM Management FOR FOR





30-Jun-16 AGM Management Re-appointment of Mr. P. B. Balaji as Director FOR FOR





1/Jul/16 INDUSIND BANK LTD AGM Management For ABSTAIN In absence of required information, we abstain.


2016

Appoint a director in place of Mr. Tarun Jain (DIN 00006843), who retires by rotation and being eligible, offers himself for re-appointment.

Tarun Jain is currently Director (Finance) for the company. He has over 30 years of experience in corporate finance, financial accounts, taxation, corporate law and mergers and acquisition. His reappointment is in line with all statutory requirements.


2016

Appointment of Statutory Auditors of the Company.

Deloitte Haskins & Sells LLP are the statutory auditors who would complete their term of 10 years in 2017. Therefore, the company has proposed to appoint S. R. Batliboi & Co. LLP as statutory auditors of the company for a period of five years. S. R. Batliboi is a part of the Ernst & Young audit network. Their appointment is in line with our Voting Policy on Auditor Rotation or with the spirit of Section 139 of the Companies Act 2013.


2016

Ratification of the remuneration payable to the Cost Auditors for FY 2016-17.

Remuneration of Rs. 1. 3 mn to cost auditors for FY17 is reasonable compared to the size and scale of operations.


2016

Approval of an offer or invitation for subscription of Non- Convertible Debentures or other Debt Securities upto ` 20,000 Crore on Private Placement basis.

The issuance will be within Vedanta’s 2015 approved borrowing limits of Rs. 800 bn. Vedanta’s debt is rated CRISIL AA-/Negative, which denotes a high degree of safety with respect to the timely servicing of financial obligations.


2016

Waive the excess remuneration paid to Mr. Navin Agarwal, Whole-Time Director (DIN:00006303) of the Company for FY 2013-14.

Navin Agarwal, belongs to the promoter group. He was paid Rs. 163 mn in FY14 of which Rs. 62. 5 mn was paid as Salary, perquisites and retiral benefits. We understand that the decline in profitability at a consolidated level is following the amalgamation of Vedanta Aluminium Ltd. With the company. On a standalone basis the company’s performance has improved. Further, the overall remuneration paid to him in FY14 is in line with the size and complexity of the business and comparable peers.


2016

Adoption of Financial Statements for the year ended March 31, 2016


2016

Approval of Interim Dividend as final dividend for the year ended March 31, 2016

In FY16, the total dividend amounts to Rs. 1. 1 bn (including dividend distribution tax). Dividend payout decreased to 13. 7% in FY16 from 28. 5% in FY14 primarily on accountof extraordinary income in FY16.


2016

Re-appointment of Mr. Arun S Chandavarkar, who retires by rotation, being eligible, seeks re-appointment

Dr. Arun Chandavarkar is the Chief Executive Officer (CEO) and Joint Managing Director of Biocon Limited. His reappointment is in line with all statutory requirements.


2016

Appointment of M/s B S R & Co. LLP Chartered Accountants, as the Statutory Auditors of the Company for a term of five years

Biocon Limited (Biocon) proposes to change its statutory auditors and appoint BSR & Co. LLP. The company’s previous auditors were S. R. Batliboi & Co. LLP: S. R. Batliboi & Co. LLP has been the company’s statutory auditors for over 10 years. BSR & Co. LLP and S. R. Batliboi & Co. LLP are not part of the same network. BSR & Co. LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139of the Companies Act 2013.


2016

Appointment of Mr. M. Damodaran as an Independent Director for a period of 3 year i.e. till the conclusion of 41st AGM

M. Damodaran, 69, has held a number of important positions in the Central and State Governments and in India’s financial sector, including Chairman, Securities Exchange Board of India (SEBI). His appointment is in line with all statutory requirements.


2016

Approve the remuneration for M/s Rao Murthy & Associates, Cost Auditors for FY 2016-17.

Payment to cost auditors for FY17 aggregates Rs. 0. 5 mn (excluding service tax and outof- pocket expenses) which is commensurate to the size of the company.


2016

Approve issue of new ESOP Grants under existing ESOP Plan.

The last four grants made under ESOP 2000 have been at market price. Considering that the exercise price under ESOP 2000 is prohibitive, the company proposes to launch two new grants under ESOP 2000 – Grant IX and X and discontinue offering new options under the existing Grant VI, VII, and VIII. The new grants will offer lesser number of shares at a discount of 50% to the market price. The company has not disclosed the total number of options that will be granted under the new grants; hence, the cost implication cannot be determined. Further, we do notencourage deep discounts on stock options as it contradicts the purpose of incentivizing employees given that these options are already in-the-money. Notwithstanding, we expect the cost to be reasonable, assuming that 1. 4 mn options are granted in FY17 (as granted in FY16) and the Black-Scholes value per option is Rs. 481. 9. In addition, given that the discount will only apply to new grants, the structure of the scheme is similar to that of a deferred compensation plan, where the benefits will only accrue to employees after a specified period.


2016

HINDUSTAN UNILEVER LTD

Scheme of Arrangement amongst the Applicant Company and its members (the “Scheme” or “Scheme of Arrangement”),

Hindustan Unilever Limited (HUL)’s general reserve on 31 March 2016 was Rs. 21. 9 bn on a standalone basis, which the company proposed to transfer to the Profit and Loss Account. This will increase the company’s flexibility to use its reserves to make payouts to shareholders.


2016


Adoption of Financial Statements and Reports thereon for the financial year ended 31st March, 2016


2016


Confirmation of interim dividend and declaration of final dividend

The dividend payout ratio has increased to 101. 5% in FY16 from 89. 8% in FY15.


2016


Re-appointment of Mr. Harish Manwani as Director

Harish Manwani is the Non-Executive Chairman of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016


Re-appointment of Mr. Pradeep Banerjee as Director

Pradeep Banerjee is an Executive Director (Supply Chain) of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016


P B Balaji is an Executive Director and Chief Financial Officer of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


2016


Ratification of the appointment of M/s. B S R & Co. LLP, Statutory Auditors and to fix their remuneration for the financial year ending 31st March, 2017

B S R & Co. LLP have been auditing the company’s accounts since 2015 BSR & Co. LLP’s appointment as statutory auditors is in line with statutory requirements.


2016


Ratification of the remuneration of M/s. RA & Co, Cost Accountants for the financial year ending 31st March, 2017

The board has approved the appointment of RA & Co. As cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 1. 0 mn plus applicable service tax and out of pocket expenses. The total remuneration proposed to be paid to the cost auditor is reasonable compared to the size and scale of operations of the company.


2016

PUNJAB NATIONAL BANK

To consider and adopt the Audited Balance Sheet of the Bank as at 31 March 2016, Profit and Loss Account of the Bank for the year ended 31st March 2016 , the Reports of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors Report on the Financial Statements.


2016

STATE BANK OF INDIA

To discuss and adopt the Balance Sheet and Profit & Loss Account of the state Bank made up to the 31st March, 2016, the report of the Central Board on working and activities of the State Bank for a period covered by the accounts and the Auditors Report on the Balance Sheet and Accounts.

July ,2016 to September 2016.

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2016, together with the Reports of the Board of Directors and Auditors thereon.



Shareholder


Management

recommendation


)

1/Jul/16 INDUSIND BANK LTD AGM Management For FOR








5/Jul/16 Postal Ballot Management For FOR


11/Jul/16 ICICI BANK LTD AGM Management For ABSTAIN In absence of required information, we abstain.

11/Jul/16 ICICI BANK LTD AGM Management Declaration of dividend on preference shares For FOR

11/Jul/16 ICICI BANK LTD AGM Management Declaration of dividend on equity shares For FOR

11/Jul/16 ICICI BANK LTD AGM Management For FOR


11/Jul/16 ICICI BANK LTD AGM Management Appointment of Statutory Auditors For FOR

11/Jul/16 ICICI BANK LTD AGM Management Appointment of Branch Auditors For FOR





14/Jul/16 ACC LTD Postal Ballot Management For FOR

14/Jul/16 AGM Management For ABSTAIN In absence of required information, we abstain.


To declare Dividend on Equity Shares for the Financial Year ended March 31, 2016

The dividend per share has increased consistently over the last three years. However, payout ratios are relatively low compared to peers: in FY16 the payout ratio improved to 15. 3% from 14. 2% in FY15. Increase in share capital by way of QIPs in FY16, led to a higher dividend payout. While overall dividend paid improved by 34. 6% from FY15, dividend per share improved only by 12. 5%.


To appoint a Director in place of Mr. R. Seshasayee, DIN 00047985, who retires by rotation and, being eligible,offers himself for re-appointment.

R. Seshasayee is the Part-time Non-Executive Chairman of IndusInd. He has been on the board for nine years. His reappointment is in line with all statutory requirements.


To appoint Statutory Auditors of the Bank and authorise the Board of Directors to fix their remuneration.

IndusInd Bank Ltd. (IndusInd) proposes to reappoint Price Waterhouse Chartered Accountants LLP as its statutory auditors. Price Waterhouse Chartered Accountants LLP took over from BSR & Co. (auditors from FY12 till FY15) last year. The reappointment is in line with all statutory requirements.


Appointment of Mr. Shanker Annaswamy, DIN 00449634, as Independent Director.

Shanker Annaswamy, 61, is the former MD of IBM India and President and CEO – GE Medical Systems, South Asia. His appointment is in line with all statutory requirements.


Appointment of Dr. T. T. Ram Mohan, DIN 00008651, as Independent Director.

Dr. T. T. Ram Mohan, 60, is Professor of Finance and Economics at IIM Ahmedabad. His appointment is in line with all statutory requirements.


Remuneration to Non-Executive Directors of the Bank.

IndusInd Bank has not paid any commission on profit to the Non-Executive Directors in past. The Bank now proposes profit based commission to Non-Executive Directors (excluding the Part-time Non-Executive Chairman) of 1% of the net profits of the Bank upto a maximum of Rs. 1 mn per director (which is the maximum permitted by RBI) from FY16 onwards. The amount of profit based commission payable to Non-Executive Directors will be as per the criteria laid down by the Board.


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

R. Sheshasayee has been the Chairman of IndusInd Bank since July 2007 for which he has not been paid any remuneration other than sitting fees. IndusInd Bank proposes to pay him a maximum commission of Rs 2. 5 mn per annum from 1 April 2015, in such a way that the commission paid to R. Sheshasayee and other non-executive directors in Resolution #7 does not exceed 1% of the net profits of the Bank in a given financial year. The proposed remuneration is in line with that paid to peers in the Banking Industry.


Issue of Long Term Bonds / Non-Convertible Debentures on Private Placement Basis.

The issuance of all debt securities on private placement basis will be within the overall borrowing limit. IndusInd’s debt is rated CRISIL A1+ and IND AA+/Stable/IND A1+, which denotes high degree of safety regarding timely servicing of financial obligations. These instruments carry low credit risk.



Issue of Bonus Shares by way of Capitalisation of Reserves.

The board of directors have proposed the capitalization of general reserves of up to Rs. 7. 2 bn for the purpose of the issuance of bonus shares. The paid up share capital on 31 March 2016 was Rs. 7. 2 bn – the bonus issuance is expected to increase paid-up share capital up to Rs. 14. 5 bn. The bonus issue will also increase the liquidity of the equity shares traded in the secondary market.


INDIAN HOTELS CO LTD

To sell the 100% of the issued and outstanding LLC Interests in IHMS (Boston) LLC, a limited liability company, owned by United Overseas Holdings Inc. (an indirect wholly owned subsidiary of the Company)

The Taj Boston has been loss-making for the past few years. We believe that the divestment will boost the operating margins of the company. Further, the company has stated that the proceeds of the sale will be primarily used for debt repayment. Assuming the entire sales proceeds of $125 mn are used for debt repayment, the transaction will improve IHCL’s debt metrics – Debt/EBITDA will improve to 4. 0x from 5. 2x earlier. We understand that the sale price has been negotiated with the intent that IHCL will continue to run Taj Boston through a management contract.


Adoption of Financial Statements for the financial year ended on March 31


The preference dividend aggregates Rs. 35,000. 0 on preference capital of Rs. 3. 5 bn. This is in-line with dividend paid in past.


ICICI Bank proposes to pay Rs. 5. 0 per share as dividend. The dividend payout is 32. 8%, and higher than the payout observed in the preceding two three years.


Re-appointment of Mr. Rajiv Sabharwal (DIN : 00057333) who retires by rotation and, being eligible, offers himself for re-appointment

Rajiv Sabharwal is an executive director on the board of ICICI Bank. His reappointment as director is in line with all statutory requirements.


Re-appointment of Mr. N. S. Kannan (DIN : 00066009) who retires by rotation and, being eligible, offers himself for re-appointment

NS Kannan is an executive director on the board of ICICI Bank. His reappointment as director is in line with all statutory requirements.


BSR & Co. LLP were appointed as statutory auditor of the Bank for four years in the 2014 AGM, their appointment is in-line with the statutory requirements.


ICICI Bank has presence in 17 countries and proposes to appoint branch auditors to audit its overseas branches/offices.


Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN : 01545262) as a Director

Vijay Chandok’s appointment as an executive director liable to retire by rotation is proposed subject to approval from Reserve Bank of India. His appointment as director is in line with all statutory requirements.


Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN : 01545262) as a Wholetime Director (designated as Executive Director)

Vijay Chandok’s proposed remuneration is Rs. 52. 5 mn, which can reach up to Rs. 66. 9 by the end of his term. Based on the remuneration structure ICICI bank has adopted in the past, we estimate that Vijay Chandok will be granted stock options of another Rs. 68. 8 mn. Therefore, his aggregate remuneration is likely to be in the range of Rs. 121. 3 mn to Rs. 160. 8 mn. This is in line with remuneration paid to peers and commensurate with size and complexities of the business.


Ordinary Resolution for payment of profit linked commission of ` 1,000,000 each p.a. to Non-Executive Directors

ICICI Bank has not paid any commission on profit to the Non-Executive Directors in past. The Bank is now proposing profit based commission to the Non-Executive Directors (excluding the Chairman of the Bank and GoI nominee). The Bank proposes to pay profit linked commission from 2015-16 onwards up to a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. The amount of profit based commission payable to Non-Executive Directors will be as per the criteria laid down by the Board.


Special Resolution for private placement of securities under Section 42 of the Companies Act, 2013

The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs. 2. 5 trillion.


Ordinary Resolution - For approving the variation in the term of remuneration of Mr. Harish Badani, CEO&MD.

The resolution proposes to restructure Harish Badami’s remuneration – but does not result in any material increase in actual remuneration. His 2016 remuneration, estimated at ~Rs. 60. 0 mn (excluding stock options from LafargeHolcim) is in line with peers and commensurate with the size and complexity of the company.


UNITED SPIRITS LIMITED

To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) for the financial year ended March 31, 2016 and the Reports of the Directors and Auditors thereon.



Shareholder


Management

recommendation


)

14/Jul/16 AGM Management For FOR




15/Jul/16 Postal Ballot Management For AGAINST











To appoint a Director in place of Dr. Nicholas Bodo Blazquez (DIN: 06995779), who retires by rotation and being eligible, offers himself for re-appointment.

Dr. Nicholas Blazquez is the Vice Chairperson of United Spirits Limited (USL). He retires by rotation, and his reappointment is in line with the statutory requirements.



Appointment of Price Waterhouse & Co Chartered Accountants LLP (FRN304026E/ E-300009) as Auditors of the Company in place of M/s. BSR & Co. LLP:

USL proposes to change its statutory auditors and appoint PwC. The company’s previous auditors were BSR & Co LLP. BSR & Co LLP were appointed as auditors of the company in FY13 AGM for a period of 5 years. BSR & Co LLP have informed the company that they do not wish to continue as auditors. Prior to BSR & Co LLP, Walker, Chandiok & Co were the auditors for FY12 and FY13. Prior to that, Price Waterhouse were the auditors. PwC and BSR & Co LLP are not part of the same network. PwC’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013. PwC is the global auditor of Diageo. By appointing PwC, the company is aligning its audit practice with that of its global parent.



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

Vinod Rao joined Diageo in July 2013 as Finance Director of Asia Pacific. He was appointed as an Additional Director of USL with effect from 24 May 2016. He is liable to retire by rotation, and his appointment is in line with the statutory requirements.



Considering erosion of net worth of the Company as per Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985.

USL’s accumulated losses aggregated Rs. 41. 9 bn on 31 March 2016, which is 71. 6% of its peak net worth (Rs. 58. 4 bn) during the past four financial years. In accordance with the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the company is required to report this to the Board for Industrial and Financial Reconstruction (BIFR), and hold a general meeting of shareholders to discuss the causes of its networth erosion. USL’s accumulated losses are primarily on account of exceptional historical factors which include write-offs related to loans and advances to UB Holdings Limited and diminution in value of investments and advances to subsidiaries.


JINDAL STEEL POWER LTD

To Approve Divestment Of 1000 Mw Power Plant Of Subsidiary Company To A Related Party.

The enterprise value of the proposed transaction is hinged on whether the company is able to successfully achieve the required power purchase agreements (PPA): however, it is unclear whether the requirement is for JSPL to achieve PPAs for the remaining 800 MW capacity or just ensure a renewal of its PPA with the Tamil Nadu Electricity Board (TNEB) for 200MW, which expires in August 2017. Further, given the significant decline in PLF to 59% in 2015-16, it is unclear if the plant is profitable. Therefore, we are unable to ascertain whether the valuation is reasonable – especially given no clarification from the board if the pricing is at arm’s length. The plant is being sold as part of the company’s monetization strategy: assets are being sold to reduce debt. However, given that the transaction will take at least 18-24 months to complete, the sale proceeds are not likely to result in any immediate debt reduction.



To Approve Sale Of 920 Mw Captive Power Plants (Cpp) Of The Company.

The transaction is expected to be debt neutral – Jindal Power Limited (JPL) will raise debt to finance the transaction. The sale proceeds will be used to repay the debt in the standalone company. However, there is limited clarity around valuations: while independent valuers have set the price at Rs. 52. 75 bn, the board could conclude the transaction at a different price. Notwithstanding, given that the power plants are being transferred to a 96. 4% subsidiary, the overall impact on the consolidated business profile is limited.



To Shift The Registered Office Of The Company From The State Of Haryana To The State Of Chhattisgarh.

The company has significant operations at Chhattisgarh. A shift in registered office to Chhattisgarh is likely to result in savings of administrative cost.


PNC INFRATECH LIMITED

Ordinary Resolution to revise the remuneration payable to Mr. Pradeep Kumar Jain, Chairman & Managing Director, DIN- 00086653

Pradeep Kumar Jain, 58, is a bachelor in arts. He is the founder of the company with over 38 years’ experience in construction and infrastructure sector. He is presently responsible for administration and supervision of company's projects. The management of the company has confirmed that his proposed remuneration is capped at Rs. 18. 0 mn (paid Rs. 14. 4 mn in FY16). We observe that there is no profit linked component to his remuneration structure. We believe that Executive Directors’ remuneration structures should carry a component of performance linked pay. Notwithstanding, his remuneration is commensurate with the size and performance of the business, and comparable to peers.



Ordinary Resolution to revise the remuneration payable to Mr. Naveen Kumar Jain, Whole Time Director, DIN-00086841

Naveen Kumar Jain, 54, is a bachelor in arts. He is the promoter of the company and has over 29 years’ experience in construction, cold storage transportation, machineries and transportation. He is responsible for the supervision of administration, human resources, and legal and logistics related functions in the company. The management of the company has confirmed that his proposed remuneration is capped at Rs. 16. 2 mn (paid Rs. 12. 6 mn in FY16). We observe that there is no profit linked component to his remuneration structure. We believe that Executive Directors’ remuneration structures should carry a component of performance linked pay. Notwithstanding, his remuneration is commensurate with the size and performance of the business, and comparable to peers.



Ordinary Resolution to revise the remuneration payable to Mr. Chakresh Kumar Jain, Managing Director, DIN-00086768

Chakresh Kumar Jain, 52, is the Managing Director of the Company. He is the promoter of the company and has 28 years’ experience in infrastructure sector including construction of highways, airports and rail-over bridges. He is responsible for overall financial management and project management of the company. The management of the company has confirmed that his proposed remuneration is capped at Rs. 16. 2 mn (paid Rs. 12. 6 mn in FY16). We observe that there is no profit linked component to his remuneration structure. We believe that Executive Directors’ remuneration structures should carry a component of performance linked pay. Notwithstanding, his remuneration is commensurate with the size and performance of the business, and comparable to peers.



Ordinary Resolution to revise the remuneration payable to Mr. Yogesh Kumar Jain, Managing Director, DIN-00086811

Yogesh Kumar Jain is also the Managing Director of the Company. He is the promoter of the company and has 23 years’ experience in planning, execution, supervision of work from initiation of pre-qualification to tendering. He was first appointed as a wholetime director in August 1999. The management of the company has confirmed that his proposed remuneration is capped at Rs. 16. 2 mn (Rs. 12. 6 mn in FY16). We observe that there is no profit linked component to his remuneration structure. We believe that Executive Directors remuneration structures should carry a component of performance linked pay. Notwithstanding, his remuneration is commensurate with the size and performance of the business, and comparable to peers.



Ordinary Resolution to revise the remuneration payable to Mr. Anil Kumar Rao, Whole Time Director, DIN-01224525

Anil Kumar Rao is a professional director. He was first appointed as a wholetime director in August 1999. He is a civil engineer and holds a masters in engineering. He has 29 years’ experience in infrastructure industry. He is responsible for the overall monitoring and execution of projects. The management of the company has confirmed that his proposed remuneration is capped at Rs. 5. 7 mn, including salary and perquisites. Including the fixed incentive he is paid each year, his overall remuneration is likely to increase to Rs. 13. 7 mn. His remuneration is comparable to industry peers. We observe that there is no performance-linked component to his remuneration structure. We believe that Executive Directors remuneration structures should carry a component of performance linked pay. The company should consider revising his salary structure by having an element of variable pay instead of fixed incentive.



Ordinary Resolution to approve Sub Division of 1 (Equity) Shares of Face Value of Rs. 10/- each into 5(five) Equity Shares of Rs. 2/- each.

In order to improve the liquidity of the company’s shares in the stock market and to make the shares affordable to small investors, the company seeks shareholder approval for the sub-division of its equity shares from face value of Rs. 10. 0 per share to 5 shares of face value of Rs. 2 per share.



Shareholder


Management

recommendation


)




18/Jul/16 WIPRO LTD AGM Management For ABSTAIN Lack of sufficient data to take a call.

18/Jul/16 WIPRO LTD AGM Management For FOR


18/Jul/16 WIPRO LTD AGM Management For FOR Reputed auditors and hence we have no concern over the same.



18/Jul/16 WIPRO LTD AGM Management For FOR Person of good reputation and hence we are ok.

18/Jul/16 WIPRO LTD AGM Management For FOR Person of good reputation and hence we are ok.








19/Jul/16 AGM Management For ABSTAIN Insufficient information to take this call.




Ordianry Resolution to approve to amend the capital clause in the Memorandum of Association of the Company.

The proposed sub-division of equity shares requires amendment to the existing Clause V of the MoA of the company.



Special Resolution to approve Special Incentive to Whole Time Director Mr.Special Resolution to approve Special Incentive to Whole Time Director Mr.Anil Kumar Rao DIN:- 01224525.

His incentive for FY15 was Rs. 6. 0 mn (paid in FY16). The company proposes to pay him Rs. 8. 0 mn incentive for FY16 (will be paid in FY17 after shareholder approval). With the incentive payout, Anil Kumar Rao’s remuneration will be comparable to peers.



Special Resolution for change in utilization of IPO Proceeds as mentioned in Prospectus dated 14th May, 2015.

The company planned to use Rs. 122. 3 towards the purchase of specific machinery. It proposed to not purchase the earlier committed machinery, but acquire different machinery based on the current business requirement. The proposed modifications aggregate less than 5% of the total IPO proceeds. Notwithstanding, we believe the company must provide greater detail of what machinery it proposes to purchase. The company also proposed to use, for general corporate purposes, the savings of Rs. 8. 9mn on issue related expenses and Rs. 33. 6 on equipment purchase.


Consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2016, together with the Reports of the Directors and Auditors thereon


Confirmation of interim dividend paid during the year 2015-16 and declaration of final dividend for 2015-16 on equity shares

The total dividend per share decreased from Rs. 12 in FY15 to Rs. 6 in FY16. Consequently, the payout ratio has decreased from 43% to 22%. Wipro has announced its intention for a buyback of equity shares through a tender offer to buy back up to 40 mn equity shares of Rs 2 each (representing 1. 62% of total equity capital) from the shareholders on a proportionate basis. The buyback price will be Rs 625 per equity share payable in cash for an aggregate amount not exceeding Rs 25. 0 bn. If the buyback is considered the payout ratio for FY16 is 53%.


Re-appointment of Mr Rishad A Premji (DIN 02983899), Director who retires by rotation

Rishad Premji is the son of Promoter Azim Premji. He is the Chief Strategy Officer of the Company. His reappointment is in line with the statutory requirements.


Re-appointment of M/s BSR & Co. LLP, Chartered Accountants (Registration Number 101248W/W-100022 with the Institute of Chartered Accountants of India), as Auditors


Appointment of Dr. Patrick J Ennis (DIN 07463299) as an Independent Director of the Company.

Dr. Patrick J Ennis is Head, Invention Development Fund - Intellectual Ventures. He was appointed on Wipro’s board for on 01 April 2016. He has a PhD and M. S. In Physics from Yale, an M. B. A. From Wharton and a B. S. In Math and Physics from the College of William & Mary. His appointment is in line with all the statutory requirements.


Appointment of Mr. Patrick Dupuis (DIN 07480046) as an Independent Director of the Company.

Patrick Dupuis is Senior Vice President for Simplicity, Quality and Productivity at PayPal Holdings, Inc. He was appointed on Wipro’s board for on 01 April 2016. He has graduated from the École de Management de Lyon in France. His appointment is in line with all the statutory requirements.


Re-appointment of Mr. N Vaghul (DIN 00002014) as an Independent Director of the Company.


Re-appointment of Dr. Ashok S Ganguly (DIN 00010812) as an Independent Director of the Company.


Re-appointment of Mr. M K Sharma (DIN 00327684) as an Independent Director of the Company.

M. K. Sharma is the former Vice-chairman of Hindustan Unilever Ltd. He has been on Wipro’s board for 5 years (appointed on 01 July 2011). His reappointment is in line with all the statutory requirements.


Re-appointment of Mr. T K Kurien (DIN 03009368) as an Executive Director of the Company.

T. K. Kurien was paid a remuneration of Rs 177. 8 mn in FY16 (taking the value of the 75,000 RSUs granted into account). The amount of other annual compensation and Restricted stock units to be given to him have not been disclosed. Wipro proposes to reappoint him as Executive Vice-Chairman for one year at an approximate remuneration of ~Rs 208. 3 mn. Based on the remuneration policy followed by Wipro and our estimates we believe T. K Kurien’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.


Appointment of Mr. Abidali Z Neemuchwala (DIN 02478060) as an Executive Director of the Company.

Abidali Neemuchwala was paid a remuneration of Rs 203. 9 mn in FY16 (taking the value of the 150,000 RSUs granted into account). The amount of allowances, other annual compensation, retirals and Restricted stock units to be given to him have not been disclosed. Wipro proposes to reappoint him as CEO fir five years at an approximate remuneration ranging from ~Rs 296. 6 – 465. 5 mn. Based on the remuneration policy followed by Wipro and our estimates we believe Abidali Neemuchwala’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.


Revision in the payment of remuneration to Mr. Rishad A Premji (DIN 02983899) Executive Director and Chief StrategyOfficer of the Company

Rishad Premji was paid a remuneration of Rs 21. 5 mn for FY16. Wipro proposes a remuneration ranging from Rs 20. 5 mn – Rs 100. 5 mn (as per our calculations). While the range proposed is very varied, based on the remuneration policy followed by Wipro and our estimates we believe Rishad Premji’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.


BHARAT FINANCIAL INCLUSION LIM

Special Resolution under Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 for enhancement of the borrowing limit to Rs. 12,500 crores.

As on 31 March 2016, the company had a gross loan portfolio of Rs. 76. 9 bn. During the year, the company disbursed loans worth Rs. 120. 9. In order to support its growing loan portfolio, the company believes it will need to increase its borrowing limit from the existing Rs. 90 bn to Rs. 125. 0 bn. The capital adequacy ratio as on 31 March 2016 is 23. 07% against a minimum 15% as required by RBI norms. Debt levels in an NBFC are typically reined in by the RBI requirement of maintaining a slated minimum capital adequacy ratio.



Special Resolution under Section 180 (1) (a) and other applicable provisions, if any, of the Companies Act, 2013 for creation of charge on the Company’s movable and immovable properties to secure borrowings.

Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.



Special Resolution under Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 for issue and allotment of Non-Convertible Debentures and other debt securities.

The proposed NCD issue will be within the overall borrowing limit of Rs. 125 bn and consequently, there are no material implications for minority shareholders.


EXIDE INDUSTRIES LTD

Adoption of audited financial statements (including audited consolidated financial statements) for the financial year ended 31st March, 2016 and the Reports of the Directors and the Auditors thereon.



Confirmation of Interim dividend and declaration of final dividend.

Exide Industries Limited (Exide) proposes to pay a final dividend of Rs. 1. 6 per share of face value Re. 1 for the year ended 31 March 2016. The company has also paid an interim dividend of Rs. 0. 8 per share during the year. This aggregates to a total dividend of Rs. 2. 4 per share (as against Rs 2. 2 per share for FY15). The total dividend payout (including dividend distribution tax) for FY16 aggregates to Rs. 2. 4 bn. The dividend payout ratio for FY16 was 39. 1%.



Shareholder


Management

recommendation


)



19/Jul/16 AGM Management Appointment of Auditors. For FOR Auditor is quite reputable, so we support this decision.






19/Jul/16 AGM Management For ABSTAIN Lack of information to take a call.

19/Jul/16 AGM Management Declaration of Dividend. For FOR

19/Jul/16 AGM Management For FOR Reputed director and we have no issues against the appointment.










19/Jul/16 AGM Management Increase in borrowing limits of the Company. For FOR



20/Jul/16 ANDHRA BANK LTD AGM Management For ABSTAIN Limited information to take a call.

20/Jul/16 ANDHRA BANK LTD AGM Management For FOR The dividend payout ratio has decreased to 7. 7% in FY16 from 22. 7% in FY15.



Re-appointment of Mr. A K Mukherjee (DIN 00131626) who retires by rotation and, being eligible, offers himself for re-appointment.

AK Mukherjee is the Director – Finance and CFO of the company. He retires by rotation and his reappointment is in line with all the statutory requirements.



Re-appointment of Mr. Nadeem Kazim (DIN 03152081) who retires by rotation and, being eligible, offers himself for re-appointment.

Nadeem Kazim is the Director - HR & Personnel of the company. He retires by rotation and his reappointment is in line with all the statutory requirements.





Ratification of remuneration payable to Cost Auditors for FY 2016-17.

The board has approved the appointment of Shome & Banerjee as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 900,000 plus applicable service tax and out of pocket expenses. This is commensurate to the size of the company.



Appointment of Mr. Nawshir H Mirza (DIN 00044816) as an Independent Director.

Nawshir H Mirza is the former senior partner of S. R. Batliboi & Co. His appointment is in line with all statutory requirements.



Appointment of Mr. Gautam Chatterjee (DIN 00012306) as Managing Director and Chief Executive Officer.

Gautam Chatterjee is the joint MD of the company. He will succeed P K Kataky as MD & CEO from 1 May 2016. His proposed remuneration of Rs. 40. 0 mn, subject to a 10% annual increase, is in line with the peers.



Appointment of Mr. Arun Mittal (DIN 00412767) as a Whole Time Director.

Arun Mittal was the COO of Chloride International Limited (wholly owned subsidiary). His proposed remuneration of Rs. 12. 0 mn, subject to a 10% annual increase, is in line with the peers.



Increase in remuneration by way of commission to Non-Executive Directors.

Earlier, commission was paid to two independent directors with a maximum cap of Rs. 10 mn. The company proposed to increase the cap to Rs. 15mn, and extend the commission to other non-executive directors. Setting a cap on the amount of commission to be paid to non-executive directors is a good governance practice.


ULTRATECH CEMENT LTD

Adoption of the Audited Financial Statements (including audited consolidated financial statements) for the financial year ended 31st March, 2016, the Reports of the Board of Directors’ and Auditors’ thereon.



The total dividend outflow including dividend tax for the year is ~Rs. 3. 1 bn. The dividend payout ratio for the year is ~13. 7%. The company has increased the dividend by Rs. 0. 5 per share over the previous year.



Re- appointment of Mrs. Rajashree Birla, Director retiring by rotation.



Ratification of appointment of BSR & Co. LLP, Chartered Accountants, Mumbai as Joint Statutory Auditors of the Company.

BSR & Co LLP replaced Deloitte Haskins & Sells as joint statutory auditors in the 2015 AGM. They were appointed for a five-year period, with an annual ratification required by shareholders. Their ratification is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.



Appointment of M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai as Joint Statutory Auditors of the Company.

Khimji Kunverji & Co replace G P Kapadia & Co. As joint auditors. Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.



Ratification of the remuneration of the Cost Auditors viz. M/s. N. I. Mehta & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad for the financial year ending 31st March, 2017.

The board has approved the appointment of NI Mehta & Co and ND Birla & Co as cost auditors for the year ended 31 March 2017 on a total remuneration of Rs 0. 8 mn and Rs 0. 9 mn respectively plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.



Appointment of Mr. K. K. Maheshwari as a Director of the Company.

KK Maheshwari, 61, was appointed as the Managing Director of UltraTech Cement with effect from 1 April 2016. He is a Chartered Accountant and has been associated with the Aditya Birla Group for over three decades. His appointment is in line with statutory requirements.



Appointment and remuneration of Mr. K. K. Maheshwari as the Managing Director of the Company.

The estimated remuneration for KK Maheshwari for FY17 is Rs. 112. 7 mn. His remuneration is commensurate with the size and performance of the company. His proposed remuneration is comparable to peers in similar-sized companies and in the industry.



Appointment of Mrs. Alka Marezban Bharucha as an Independent Director of the Company.

Alka Bharucha, 59, is Partner and Co-founder, Bharucha & Partners. Her appointment is in line with statutory requirements.



Appointment of Mr. Atul Daga as a Director of the Company.

Atul Daga, 50, is the Executive Director and CFO of UltraTech Cement. His appointment is in line with statutory requirements.



Appointment and remuneration of Mr. Atul Daga as Whole-time Director and Chief Financial Officer of the Company.

The estimated remuneration for Atul Daga for FY17 is Rs. 19. 6 mn. His remuneration is commensurate with the size and performance of the company. His proposed remuneration is comparable to peers in similar-sized companies and in the industry.



Issue of Non-convertible Redeemable Debentures on private placement basis upto an amount of H 9,000 crores.

The company seeks shareholder’s approval for an aggregate long-term borrowing upto Rs. 90 bn through issue of secured redeemable non-convertible debentures (NCDs) on private placement basis in one or more tranches. The NCDs which are proposed to be issued will be within the overall borrowing limits of the company.



As on 31 March 2016, UltraTech’s standalone borrowing and net worth were Rs. 76. 6 bn and Rs. 207. 4 bn respectively. The company’s proposed borrowing limit is Rs. 264. 0 bn. The company has clarified that the increase in limits has been sought because the company is expected to takeover additional debt of ~Rs. 130 bn on acquiring some cements assets of Jaiprakash Associates. While the proposed acquisition will strengthen Ultratech’s business profile, it will have a material impact on the company’s credit protection metrics. UltraTech’s outstanding ratings are CRISIL AAA/Rating Watch with Developing Implications/CRISIL A1+.



Creation of security on the properties of the Company, both present and future, in favour of lenders.




Increase in limits for investment in the equity share capital of the Company by Registered Foreign Portfolio Investors including Foreign Institutional Investors from 24% to 30%.

Given that the FII shareholding has seen an increasing trend in the last few years (from 12. 9% as on 31 March 2011 to 19. 0% as on 31 March 2016), the company is proposing to increase the FII holding limit from 24% to 30% of its paid-up equity share capital. The increase will enable FIIs to further invest in the company.


To Discuss, Approve and adopt the Audited Balance Sheet as at 31st March 2016, Profit and Loss account for the year ended 31st March 2016, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts


To declare dividend on Equity Shares for the FY 2015-16



Shareholder


Management

recommendation


)

20/Jul/16 ANDHRA BANK LTD AGM Management For FOR

20/Jul/16 BAJAJ CORP LTD AGM Management For ABSTAIN Limited information to take a call.

20/Jul/16 BAJAJ CORP LTD AGM Management For FOR The pay-out ratio has been in the range of 74% to 120% during FY14-16.

20/Jul/16 BAJAJ CORP LTD AGM Management For FOR







21/Jul/16 AGM Management For FOR Reputed auditor and hence we are ok with the same.










To create, offer, issue and allot by way of an offer document/prospectus or such other document, in India or abroad, such number of equity shares and/or preference shares, subject to which each class of preference shares may be issued and/or other permitted securities which are capable of being converted into equity or not, upto such amount/s (as decided by the Board or Committee of the Board of the Bank) which together with the existing paid-up equity share capital of Rs.681.16 Crores will be within Rs.3000 Crore, being the ceiling in the Authorised Capital of the Bank

The issuance will be in a manner that the central government’s stake in the paid up equity capital of the bank does not fall below 52. 0%. Accordingly, the maximum equity shares that can be issued are 121. 4 mn which will lead to a dilution of ~15% for existing shareholders. At current market prices, the bank will raise an estimated Rs. 6. 7bn. While we understand that the bank needs the capital, the bank should have disclosed the amount of capital it plans to raise under this resolution.


Adoption of Financial Statements and Reports of the Board of Directors and Auditors thereon, for Financial Year ended March 31, 2016 – Ordinary Resolution.


To confirm Interim Dividend of 1150% (` 11.50) per Equity Share declared on 14,75,00,000 Equity Shares of fave value of ` 1/- each already paid for the Financial Year ended March 31, 2016 – Ordinary Resolution.


To appoint a Director in place of Mr. Kushagra Nayan Bajaj (DIN 00017575), Director, who retires by rotation and being eligible, offers himself for re-appointment – Ordinary Resolution.

Kushagra Bajaj (DIN 00017575) is a part of the promoter family. Shareholders should note that he attended only 50% of the board meetings held in FY16 but his three-year attendance level is 81%. We expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% attendance of board meetings, over a three-year period, while voting on re-appointments of directors.


Appointment of M/s. R.S. Dani & Company (Firm Registration Number 000243C) as the Statutory Auditors of the Company and to fix their remuneration – Ordinary Resolution.

Bajaj Corp Limited (BCL) proposes to re-appoint R. S. Dani & Company as the statutory auditor. The reappointment is line with our voting policy on auditor rotation and with the provisions of Section 139 of the Companies Act 2013.


Re-appointment of Mr. Sumit Malhotra (DIN 02183825) as Managing Director of the Company – Special Resolution

Sumit Malhotra (DIN 02183825), 54, is the Managing Director. His current term will expire on 7 August 2016. In FY16, he was paid remuneration of Rs. 24. 4 mn which was 30x the median remuneration of the employees. His estimated proposed remuneration aggregates Rs. 33. 8 mn. Although the proposed remuneration is higher than company performance, it is comparable to peers. Sumit Malhotra is a professional and his proposed remuneration is commensurate with the size and complexity of hisresponsibilities.


Further issue of Capital pursuant to Section 62(1) (c) of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2009 (as amended) by way of QIP/GDRs/FCCBs, etc –Special Resolution.

The maximum potential dilution is estimated to be 17. 2% (considering the green shoe option). The company has taken similar approvals every year for the last five years but has not issued securities during this period.


ASHOK LEYLAND LTD

To receive, consider and adopt:a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2016, the Reports of the Board of Directors and the Auditors thereon; andb) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 and the Report of Auditors thereon.


ASHOK LEYLAND LTD

To declare a dividend for the year ended March 31, 2016.

The dividend payout ratio has increased marginally to 45. 7% (as compared to 45. 5% in FY15).


ASHOK LEYLAND LTD

To appoint a Director in the place of Mr. A K Das who retires by rotation and being eligible, offers himself for re-appointment.

AK Das is the Vice-Chairman of the Hinduja Group and has been on the board of the company for 19 years. His reappointment is in line with statutory requirements.


ASHOK LEYLAND LTD

To appoint Messrs M S Krishnaswami & Rajan and Messrs Deloitte Haskins & Sells LLP as Joint Statutory Auditors, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.


ASHOK LEYLAND LTD

Appointment of Dr. Andrew C Palmer as an Independent Director.

Dr. Andrew C Palmer is the CEO of Aston Martin. His appointment is in line with statutory requirements.


ASHOK LEYLAND LTD

Re-appointment of Mr. Vinod K Dasari as Chief Executive Officer and Managing Director of the Company.

Vinod K. Dasari was appointed as the CEO & MD of the company in 2012. Based on our estimates, he will be paid ~Rs. 109 mn in FY17. His proposed remuneration structure is open-ended and does not have a cap on the commission payable. However, we observe that under his leadership, the company has increased its market share in the Medium and Heavy Commercial Vehicle segment and has been able to initiate a turnaround in profitability in the last three years. Further, his proposed pay is commensurate with the size and scale of operations.


ASHOK LEYLAND LTD

To ratify the Cost Auditors’ remuneration for the financial year 2015-16.

The total remuneration of Rs. 0. 5 mn paid to the cost auditors in 2016 is reasonable compared to the size and scale of operations.


ASHOK LEYLAND LTD

To consider and approve payment of Commission to the Non-Executive Directors.

The company has 11 non-executive directors on the board who are eligible to receive commission. Based on FY16 profits, this amounts to an average of Rs. 6. 6 mn per director, which is reasonable given the size and scale of operations. As a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non-executive directors.


ASHOK LEYLAND LTD

To consider and approve issue of further securities.

Assuming that all 108. 3 mn equity shares are issued, this will result in equity dilution of ~3. 7% for existing shareholders. In a recent conference call for Q42016, the company has confirmed that it does not have any immediate requirement for equity infusion and the proposal is just an enabling resolution which will give it flexibility to raise capital if required. Given that the potential dilution is low, there is no material impact for minority shareholders.


ASHOK LEYLAND LTD

To consider and approve issue of Non-Convertible Debentures on Private Placement.

The company has a strong credit profile with a rating of ICRA AA-/Stable/ICRA A1+, which denotes high degree of safety regarding timely servicing of debt obligations. The proposed NCD issue of Rs. 7 bn will be within the overall borrowing limit of Rs. 80 bn.


ASHOK LEYLAND LTD

To consider and approve Ashok Leyland Employees Stock Option Plan 2016.

The company has not specified an exercise price. Assuming all the options are granted at face value, the cost per year will aggregate to Rs. 82 mn (assuming a vesting period of five years). This represents 0. 8% of the consolidated FY16 PAT. Given the small size of the scheme and intrinsic mode of accounting adopted by the company, the dilution and cost implications for the scheme is expected to be marginal.



Adoption of financial statements of the Company and the reports of the Directors and Auditors thereon



Shareholder


Management

recommendation


)

21/Jul/16 AGM Management For FOR Investor in the company and we are ok.

21/Jul/16 AGM Management For FOR Reputed auditor and hence we are ok.





21/Jul/16 CAIRN INDIA LTD AGM Management For ABSTAIN In absence of required information, we abstain.

21/Jul/16 CAIRN INDIA LTD AGM Management For FOR

21/Jul/16 CAIRN INDIA LTD AGM Management For AGAINST

21/Jul/16 CAIRN INDIA LTD AGM Management For AGAINST



21/Jul/16 HDFC BANK LTD AGM Management For ABSTAIN Limited information to take a call.

21/Jul/16 HDFC BANK LTD AGM Management Declaration of Dividend on equity shares. For FOR

21/Jul/16 HDFC BANK LTD AGM Management For FOR










Appointment of a Director in place of Mr. Paresh Patel [DIN: 01689226], and, being eligible, offered himself for re-appointment.



Ratification of the appointment of S.R. Batliboi & Co. LLP as the Statutory Auditors of the Company



Appointment of Mr. Rajender Mohan Malla (DIN: 00136657 ) as an Independent Director

Rajender Mohan Malla is the former CMD of IDBI Bank. His appointment is in line with all the statutory requirements.



Approval for revision in the remuneration payable to Mr. M Ramachandra Rao (DIN: 03276291) as the Managing Director & Chief Executive Officer of the Company

M Ramachandra Rao has been the company’s MD & CEO since 2010. He was paid Rs. 28. 6 mn in FY16. His revised remuneration of upto Rs. 52 mn is in line with industry peers and commensurate with the size and scale of operations. The new terms will be valid till his current term expires in October 2018.



Approval for infusion of Capital upto Rs. 750 crore.

BFIL’s Tier I capital adequacy ratio was 23. 07% on 31 March 2016. To sustain future growth, the company needs to raise capital to meet its growth plans and also to maintain its capital adequacy ratio at the 15% level prescribed by the RBI. The company proposes to raise equity-linked securities, which may result in an overall dilution of ~8% of the expanded capital base.



Approval for increase in Authorised Share capital of the Company from Rs. 155 crore to Rs. 170 core.

The increase in authorized capital will help facilitate the proposed issuance of securities.


Adoption of the Audited financial statement of the Company together with the reports of the Directors’ and Auditors’ thereon and the consolidated audited financial statements of the Company for the year ended 31 March, 2016.


Declaration of dividend for the year ended 31 March, 2016.

The total dividend proposed to be paid (including dividend tax) has decreased from Rs. 19. 7 bn in FY15 to Rs. 6. 8 bn in FY16. The company’s dividend payout ratio is 79. 6%.


Appointment of a Director in place of Ms. Priya Agarwal (DIN 05162177), who retires by rotation and being eligible, offers herself for re-appointment.

Priya Agarwal is 26 years old and lacks the requisite experience to be a board member.


Appointment of S. R. Batliboi & Co. LLP, Chartered Accountants (firm registration number: 301003E) as statutory auditors of the Company and to authorize the Board of Directors of the Company to fix their remuneration.

SR Batliboi & Co was appointed as the statutory auditor of the company in 2011. Prior to appointing SR Batliboi & Co, the company’s auditors were SR Batliboi & Associates since 2006: they are also part of the Ernst and Young audit network. Therefore, audit firms belonging to the Ernst and Young have audited the past 11 years’ financial statements of the company. The reappointment is neither in line with our Voting Policy on Auditor Rotation, nor in keeping with the spirit of section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Payment of remuneration not exceeding 1% (or such other percentage, as may be permissible under law) of the net profits of the Company, per annum, amongst the Directors of the Company or some or any of them (other than the Managing Director and Whole-time Directors).

The aggregate commission paid to non-executive directors in each of the past three years was Rs. 30 mn, which is less than 0. 05% of net profit. As a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non-executive directors.


Ratification of remuneration of INR 885,000 plus applicable taxes and out of pocket expenses payable to M/s. Shome & Banerjee, Cost Accountants (firm registration number: 000001) as cost auditors for the financial year 2016-17.

The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


Adoption of the audited financial statements (standalone and consolidated) for the year ended March 31, 2016 and the reports of the Board of Directors and Auditors thereon.


The dividend payout ratio is healthy at 23. 5%, and in line with the Bank’s stated policyof maintaining the dividend payout ratio between 20% - 25%.


Appointment of Director in place of Mr. Keki Mistry, (DIN No. 00008886) who retires by rotation and being eligible, offers himself for re-appointment.

Keki Mistry is the Vice Chairman and CEO of HDFC Limited. His reappointment as director is in line with all statutory requirements.


Appointment of Director in place of Mrs. Renu Karnad, (DIN No. 00008064) who retires by rotation and, being eligible, offers herself for re-appointment.

Renu Sud Karnad is the Managing Director of HDFC Limited. Her reappointment as director is in line with all statutory requirements.


Re-appointment of Statutory Auditors and fixing of their remuneration.

Deloitte Haskins & Sells have been the statutory auditors of the bank for two years. Their reappointment is in-line with the statutory requirements.


Appointment of Mr. Umesh Chandra Sarangi, (DIN No. 02040436) as Independent Director of the Bank.

Umesh Sarangi has special knowledge in the field of agriculture and rural economy. He is former Chairman of NABARD. His appointment as an Independent director is in line with all statutory requirements.


Approval of related party transactions with HDFC Limited pursuant to applicable provisions.

The transactions include sourcing and securitisation of home loans, and other banking transactions. The value of these transactions will likely exceed 10% of revenues. The transactions are in the ordinary course of business and on an arm’s length basis.


Approval of related party transaction with HDB Financial Services Limited pursuant to applicable provisions.

The Bank periodically undertakes asset backed/mortgage backed securitization/loan assignment transactions with various originators including HDBFSL, subsidiary company. In FY17, HDFC Bank expects these transactions and other banking transactions to exceed the materiality threshold of 10% of consolidated revenues. The bank has separately clarified that in FY17 the quantum of Securitization/loan assignment transactions will not exceed Rs. 70. 0 bn. The transactions are in the ordinary course of business of the Bank and on an arm’s length basis.


Revision in the terms of appointment of Mr. Paresh Sukthankar, (DIN No. 01843099) Deputy Managing Director.

In the March 2014 Postal Ballot shareholders had approved appointment of Paresh Sukthankar as Deputy Managing Director for a period of three years from 24 December 2013 to 23 December 2016. Subsequently, the Reserve Bank of India (RBI) approved his appointment for a period of three years effective 13 June 2014 to 12 June 2017. To align his appointment tenure with RBI’s approved tenure, the Bank proposes to extend his tenure up to 12 June 2017. There is no change in the remuneration structure.


Payment of remuneration to Non-Executive Directors of the Bank.

HDFC Bank has not paid any commission on profit to the Non-Executive Directors in past. The Bank is now proposing profit based commission to the Non-Executive Directors (excluding the Chairperson). The Bank proposes to pay profit linked commission from 2015-16 onwards up to a maximum of Rs. 1 mn per director which is the maximum permitted by RBI.



Shareholder


Management

recommendation


)



21/Jul/16 HDFC BANK LTD AGM Management Raising of additional capital For FOR

21/Jul/16 HDFC BANK LTD AGM Management Grant of employee stock options. For FOR

22/Jul/16 AXIS BANK LTD AGM Management For ABSTAIN Lack of information to take a call.

22/Jul/16 AXIS BANK LTD AGM Management For FOR















Increase in authorized share capital of the Bank.

The present authorized share capital is. Rs. 5. 5 billion and the paid up capital is Rs. 5. 1 billion. The Bank in order to meet its growth objectives and to strengthen its capital structure, may issue securities. HDFC Bank proposes to increase the authorized sharecapital to Rs. 6. 5 billion by creating 0. 5 billion additional equity shares of Rs. 2 each.


Amendment of clause V of Memorandum of Association.

The Bank proposes to alter capital clause of the Memorandum of Association to reflect the increase in the authorised share capital.


The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs. 500. 0 bn over and above the aggregate of paid up capital and free reserves.


HDFC Bank proposes to grant 100 mn stock options (4. 0% of issued capital) to its employees, of which 50 mn will be granted in 2016-17 and remaining 50 mn from 2017- 18 onwards. The exercise price shall be the market price one day prior to the date of grant. Given the size of the scheme and intrinsic mode of accounting adopted by the company, the dilution is expected to be marginal with no financial cost implications.


To receive, consider and adopt : (a) the audited standalone financial statements of the Bank for the financial year ended 31st March 2016 and the Reports of the Directors and the Auditors thereon;and (b) the audited consolidated financial statements of the Bank for the financial year ended 31st March 2016 and the Report of the Auditors thereon.


Declaration of dividend on the Equity Shares of the Bank.

Axis Bank proposes to pay equity dividend of Rs 5. 0 per share for FY16 up 8. 7% from the Rs 4. 6 per share paid in FY15. Although the dividend per share has increased over the past three years, the payout ratio for the last three years has been constant. Axis Bank has room to increase its payout ratio of around 17%, which is lower than its peer banks, HDFC Bank (23. 5%) and ICICI Bank (32. 8%).


Appointment of a Director in place of Shri V. Srinivasan (DIN 00033882), who retires by rotation and being eligible, has offered himself for re-appointment.

V. Srinivasan is currently the Deputy Managing Director of Axis Bank. He retires by rotation and his reappointment is in line with all statutory requirements.


Ratification of the appointment of M/s. S. R. Batliboi & Co LLP, Chartered Accountants, Mumbai, (Membership No. 301003E) as the Statutory Auditors of the Bank to hold office as such from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting, subject to the approval of the Reserve Bank of India.

S. R. Batliboi & Co LLP were appointed as auditors of the Bank for four years in the AGM of FY14. Axis Bank seeks ratification for the appointment for one year till AGM of FY17: The ratification is in line with all the statutory requirements.


Appointment of Shri Rakesh Makhija (DIN 00117692) as an Independent Director of the Bank, for a period of five consecutive years w.e.f. 27th October 2015 upto 26th October 2020.

Rakesh Makhija is the Chairman of SKF India. Axis Bank appointed him as Independent Director for five years in October 2015. His appointment is in line with all statutory requirements.


Appointment of Smt. Ketaki Bhagwati (DIN 07367868) as an Independent Director of the Bank, for a period of five consecutive years w.e.f. 19th January 2016 upto 18th January 2021.

Ms. Ketaki Bhagwati is former CIO, FIG Group of International Finance Corporation. Axis Bank appointed her as Independent Director for five years in January 2016. Her appointment is in line with all statutory requirements.


Appointment of Shri B. Babu Rao (DIN 00425793) as a Non-Executive Director of the Bank.

B. Babu Rao is an employee of UTI Asset Management Company and is deputed to SUUTI for administrative purposes. SUUTI holds 11. 5% of the bank’s equity and has appointed him as its nominee. His appointment is in line with all the statutory requirements.


Revision in the remuneration payable to Smt. Shikha Sharma (DIN 00043265) as the Managing Director & CEO of the Bank, w.e.f. 1st June 2016, subject to the approval of Reserve Bank of India.

Shikha Sharma has been the Managing Director of the Bank since 2009. In FY16 she was paid remuneration of Rs 214. 5 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY17 (as per our calculations) is ~ Rs 252. 7 mn a growth of 17. 8%. The remuneration paid to / proposed for Shikha Sharma is consistent with the performance of Axis Bank and comparable to that paid to her peers in the industry.


Re-appointment of Shri V. Srinivasan (DIN 00033882) as the Whole Time Director designated as the ‘Executive Director & Head (Corporate Banking)’ of the Bank, from 15th October 2015 upto 20th December 2015 and thereafter as the Whole Time Director designated as the ‘Deputy Managing Director’ of the Bank, for a period of three years w.e.f. 21st December 2015 upto 20th December 2018, in terms of the approval granted by the Reserve Bank of India.

V. Srininvasan’s term as ED (Corporate Banking) expired on 14 October 2015, and the Board reappointed him for three years till 14 October 2018 pending ratification from shareholders. He was then promoted to Deputy Managing Director for a period of three years from 21 December 2015. He was paid a remuneration of Rs 124. 4 mn (including the valuation of ESOPs granted) which is commensurate with the size and profitability of Axis Bank and comparable to that paid to his peers in the industry.


Revision in the remuneration payable to Shri V. Srinivasan (DIN 00033882) as the Whole Time Director designated as the ‘Deputy Managing Director’ of the Bank, w.e.f. 1st June 2016, subject to the approval of the Reserve Bank of India.

Axis Bank seeks shareholder approval to revise the remuneration of V. Srinivasan as DMD to Rs 146. 8 mn (as per our calculations), up 18. 0% from FY16. The remuneration proposed for V. Srinivasan is consistent with the performance of Axis Bank and comparable to that paid to his peers in the industry.


Appointment of Dr. Sanjiv Misra (DIN 03075797) as an Independent Director of the Bank, for a period of five consecutive years w.e.f. 12th May 2016 upto 11th May 2021.

SUUTI had nominated Dr. Sanjiv Misra as Non-Executive Chairman of the Board for a period of 3 years from 8 January 2013. Dr. Sanjiv Misra’s 3-year term expired on 7 March 2016. With shareholder and RBI approval Axis Bank re-appointed Dr. Sanjiv Misra, as the Non-Executive Chairman of the Bank, for a period of three months, from 8 March 2016 for a smooth transition. Dr. Sanjiv Misra resigned from the Board as SUUTI nominee from 11 May 2016. The Board of Axis Bank then appointed him as Non-Executive, Part-time, Independent Chairman from 12 May 2016 for a period of five years.


Appointment of Dr. Sanjiv Misra (DIN 03075797) as the Non Executive (Part-Time) Chairman of the Bank, for a period of five consecutive years w.e.f. 12th May 2016 upto11th May 2021, subject to the approval of the Reserve Bank of India.

The total remuneration paid to Dr. Sanjiv Misra in FY16 was Rs. 3. 5 mn. The proposed terms of remuneration are in a range of Rs 3. 0 mn to Rs 5. 0 mn with Company car, reimbursement of travel expenses and sitting fees. The proposed remuneration is in line with the size and complexity of Axis Bank and comparable to peers in the Banking Industry.


Appointment of Shri Rajiv Anand (DIN 02541753) as a Director of the Bank.

Rajiv Anand has been appointed as Executive Director (Retail Banking). He will retire by rotation and his appointment is in line with all statutory requirements.


Appointment of Shri Rajiv Anand (DIN 02541753) as the Whole Time Director designated as the ‘Executive Director (Retail Banking)’ of the Bank, for a period of three years w.e.f.12th May 2016 upto 11th May 2019, subject to the approval of the Reserve Bank of India.

Rajiv Anand’s proposed remuneration for FY17 is ~ Rs 111. 8 mn (as per our calculations). The remuneration proposed to be paid to Rajiv Anand is comparable to that paid to his peers in the industry.


Appointment of Shri Rajesh Dahiya (DIN 0007508488) as a Director of the Bank.

Rajesh Dahiya has been appointed as Executive Director (Corporate Centre). He will retire by rotation and his appointment is in line with all statutory requirements.



Shareholder


Management

recommendation


)




22/Jul/16 CESC LTD AGM Management For ABSTAIN Lack of information to take a call.

22/Jul/16 CESC LTD AGM Management To confirm interim Dividend. For FOR

22/Jul/16 CESC LTD AGM Management For FOR

22/Jul/16 CESC LTD AGM Management For FOR Reputed auditors and we are ok with this.



22/Jul/16 ITC LTD AGM Management For ABSTAIN Lack of information to take a call.

22/Jul/16 ITC LTD AGM Management For FOR


22/Jul/16 ITC LTD AGM Management For FOR Reputed auditor and hence we are ok with the same.









Appointment of Shri Rajesh Dahiya (DIN 0007508488) as the Whole Time Director designated as the ‘Executive Director (Corporate Centre)’ of the Bank, for a period of three years w.e.f.12th May 2016 upto 11th May 2019, subject to the approval of the Reserve Bank of India.

Rajesh Dahiya’s proposed remuneration for FY17 is ~ Rs 109. 5 mn (as per our calculations). The remuneration proposed to be paid to Rajesh Dahiya is comparable to that paid to his peers in the industry.


Payment of profit related commission to the Non-Executive Directors (excluding the Non Executive Chairman) of the Bank, for a period of five years w.e.f. 1st April 2015.

Axis Bank has not paid any commission on profit to the Non-Executive Directors in past. The Bank is now proposing profit based commission with effect from 1 April 2015, to the Non-Executive Directors (excluding the Chairman of the Bank). The said payment is proposed to be made in terms of the RBI circular dated 1st June 2015. The Bank proposes a commission on profit for FY16 upto a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. The amount of profit based commission payable to Non-Executive Directors will be as per the criteria laid down by the Board.


Borrowing/Raising funds in Indian Currency/Foreign Currency by issue of Debt Instrumentsincluding but not limited to bonds, green bonds and non-convertible debentures for an amount of upto Rs 35,000 crore.

These debt instruments issued will be within the Bank’s overall borrowing limits. Axis Bank’s Certificate of Deposits are rated CRISIL A1+, and long term ratings are IND AAA/Stable and ICRA AAA/Stable.


Adoption of financial statements and reports of Board of Directors and Auditors for the year ended 31st March, 2016.


Aggregate dividend outflow increased to Rs 1. 6 bn in FY16 from Rs 1. 4 bn in FY15. The dividend payout ratio for FY16 is 22. 6% (20. 6% in FY15).


Re-appointment of Mr. S. Goenka as a Director of the Company.

Sanjiv Goenka is the Chairperson of the company. He retires by rotation and his reappointment is in line with all the statutory requirements.


Ratification of appointment of Lovelock & Lewes as the Statutory Auditors.


Approval for mortgaging properties of the company under section 180(1)(a) of the companies Act, 2013.

CESC has raised secured loans from Punjab National Bank, ICICI Bank, IDBI Bank, HDFC Bank and Union Bank aggregating Rs. 7. 6bn. Therefore, the company needs to create a charge on its assets. The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans, which is beneficial for the company.


Ratification of remuneration of Shome & Banerjee, Cost Auditors of the company.

The proposed remuneration is commensurate with the size and complexity of the business.


Adoption of the Financial Statements for the financial year ended 31st March, 2016, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors.


Declaration of dividend for the financial year ended 31st March, 2016.

ITC Limited (ITC) proposes a final dividend of Rs. 6. 5 per equity share and a special dividend of Rs. 2. 0 per share of face value Re. 1 for the year ended 31 March 2016 (aggregate dividend of Rs. 8. 5 per share). The total dividend proposed to be paid (including dividend tax) is Rs. 82. 3 bn in FY16. The company’s dividend payout ratio for FY16 is 83. 6%.


Appointment of Mr. Nakul Anand who retires by rotation and offers himself for re-election.

Nakul Anand oversees the Hospitality, Travel, Tourism and Lifestyle Retailing businesses of the company. He retires by rotation and his reappointment is in line with all the statutory requirements.


Ratification of appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants, as Auditors, from the conclusion of this AGM till the conclusion of the 106th AGM and approval to their remuneration for the financial year 2016-17.


Appointment of Mr. Sanjiv Puri as Director, liable to retire by rotation, and also as Wholetime Director with effect from 6th December, 2015.

Sanjiv Puri is an alumnus from IIT Kanpur, India. He is the former President, FMCG Business- cigarettes, food, personal care, education and stationery products. Going forward he will also oversee the Paperboards, paper and packaging business. In FY16, Sanjiv Puri’s remuneration aggregated Rs. 49. 6 mn (including the value of stock options). His proposed remuneration of ~Rs. 124. 7 mn (including the value of stock options) is commensurate with the size and complexity of responsibilities and is comparable to peers.


Appointment of Mr. Rajiv Tandon as Director, liable to retire by rotation, and also as Wholetime Director with effect from 22nd January, 2016.

Rajiv Tandon is the CFO of the company. He is a chartered accountant with over three decades of experience. In FY16, Rajiv Tandon’s remuneration aggregated Rs. 50. 0 mn (including the value of stock options). His proposed remuneration of ~Rs. 124. 7 mn (including the value of stock options) is commensurate with the size and complexity of his responsibilities and is comparable to peers.


Appointment of Ms. Nirupama Rao as Independent Director with effect from 8th April, 2016.

Ms. Nirupama Rao was appointed as an Additional Director on 8 April 2016. She is a retired IFS officer. Her appointment is in line with all the statutory requirements.


Appointment of Mr. Yogesh Chander Deveshwar as Non-Executive Director, not liable to retire by rotation, and Chairman with effect from 5th February, 2017.

Yogesh Chander Deveshwar will retire from his executive position and continue as the non-executive Chairperson for a period of three years effective 5 February 2017. He will not be liable to retire by rotation. This will facilitate a smooth transition to the new leadership.


Variation in the terms of remuneration of the Wholetime Directors with effect from 1st April, 2016.

The consolidated salary of the three Executive Directors (not including Y C Deveshwar) will increase from Rs. 8. 6 mn to Rs. 9. 6 mn and the Performance bonus cap will increase 150% to 200% of consolidated salary. This takes their individual maximum remuneration to Rs. 131. 9 (including stock options). The proposed remuneration is commensurate with the size and complexity of their individual responsibilities and is comparable to peers. The consolidated salary of the YC Deveshwar will increase from Rs. 43. 2 mn to Rs. 49. 2 mn and the Performance bonus cap will increase from 200% to 250% of consolidated salary. This takes the aggregate remuneration to Rs. 378. 3 mn (including stock options) – and will be paid till the expiry of this term as an executive director in February 2017. The proposed remuneration is commensurate with the size and complexity of the responsibilities and is comparable to peers. As multiple resolutions have been bundled together, we flag this resolution for a governance risk.


Remuneration by way of commission to the Non-Executive Directors, annually, for a period not exceeding three years, for each of the financial years commencing from 1st April, 2016.

ITC proposes to pay annual commission to each non-executive director between Rs. 3 mn and Rs. 6 mn, subject to the aggregate commission not exceeding 1% of profits. Having a cap on the amount of commission to be paid to non-executive directors is a good governance practice.


Ratification of remuneration of Mr. P. Raju Iyer, Cost Auditor for ‘Paper and Paperboard’ and ‘Nicotine Gum’ products, for the financial year 2016-17.

The board has approved the appointment of P. Raju Iyer as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 0. 4 mn plus reimbursement of actual expenses in respect of ‘Paper & Paperboard’ and ‘Nicotine Gum’ products. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations of the company.



Shareholder


Management

recommendation


)












22/Jul/16 AGM Management For ABSTAIN In absence of required information, we abstain.









22/Jul/16 AGM Management Declaration of Dividend on Equity Shares. For FOR


22/Jul/16 AGM Management For FOR Reputed auditors and hence we are ok.

22/Jul/16 AGM Management For ABSTAIN Lack of sufficient information.


Ratification of remuneration of Messrs. Shome & Banerjee, Cost Auditors for all applicable products of the Company other than ‘Paper and Paperboard’ and ‘Nicotine Gum’, for the financial year 2016-17.

The board has approved the appointment of Shome & Banerjee as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 0. 5 mn plus reimbursement of actual expenses in respect of all products other than the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations of the company.


KIRLOSKAR PNEUMATIC COMPANY LIMITED

Adoption of Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016 and Report of Board of Directors and Auditors thereon (includin Consolidated Financial Statements).



Confirmation of payment of Interim Dividend as Final Dividend for the Financial Year ended 31st March, 2016.

The total dividend outflow including dividend tax for the year is ~Rs. 108. 1 mn. The dividend payout ratio for the year is ~29. 7%. The company has increased the dividend by Rs. 3. 0 per share over the previous year.



Re-appointment of Mr Rahul C Kirloskar (DIN 00007319), Director who retires by rotation.

Rahul Kirloskar, 53, belongs to the promoter family and is the Executive Chairman of the company. His re-appointment is in line with statutory requirements.



Re-appointment of M/s P G Bhagwat, Chartered Accountants as Statutory Auditors of the Company and fix their remuneration.

PG Bhagwat have been auditing the company’s accounts as statutory auditors for the last five years. The company proposes to re-appoint PG Bhagwat as statutory auditors for a further period of five years. Their re-appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.



Ratification of remuneration of M/s Sudhir Govind Jog, Cost Accountant as Cost Auditor.




Confirmation & Appointment of Dr Ajay Kumar Dua (DIN 02318948) as Independent Director.

Dr Ajay Kumar Dua, 68, is the Former Joint Secretary, Union Ministry of Power. His appointment is in line with statutory requirements.



Re-appointment of Mr Rahul C Kirloskar (DIN 00007319), Executive Chairman for a further period of 5 years w.e.f. 23rd January, 2017.

Rahul Kirloskar’s remuneration terms have not altered from his last appointment. However, his remuneration is driven largely by the amount of commission. There is no cap on the quantum of commission payable to Rahul Kirloskar, hence we raise concerns over the transparency of this resolution. Notwithstanding, Rahul Kirloskar’s remuneration has declined in the past when company performance was weak. Overall remuneration is estimated to be ~ Rs. 30mn. While the proposed remuneration is marginally higher than peers, it is commensurate with the size and complexity of the company.



Revision in the remuneration of Mr Aditya Kowshik, (DIN 00228983) Managing Director.

Aditya Kowshik has been the Managing Director of the company since 2011. The company proposes to increase his salary from Rs. 0. 5 mn to Rs. 0. 7 mn per month and House Rent Allowance from Rs. 50,000 to Rs. 65,000 per month for the remainder of his term. The increased remuneration is in line with peers.



Re-appointment of Mr Aditya Kowshik (DIN 00228983), Managing Director for a further period of 3 years w.e.f. 24th October, 2016.

Aditya Kowshik’s proposed FY17 remuneration is estimated at Rs. 20. 8 mn. The proposed remuneration is in line with peers and is commensurate with the size and complexity of the company. The company has not specified a cap to the overall commission – we flag this as a transparency risk.



Payment of additional remuneration by way of Commission to the Non-Executive Directors of the Company.

The total commission paid to non-executive directors for FY16 is Rs. 4. 9 mn which is ~1. 4% of the standalone FY16 net profit. The actual profits will be computed in accordance with Section 198 of the Companies Act, 2013 and the total commission will not exceed one percent of the amount. The proposed remuneration is comparable to peers. As a good governance practice, we expect companies to fix the absolute amount of commission payable to non-executive directors.


KOTAK MAHINDRA BANK LTD

Adoption of the financial statements for the year ended 31st March, 2016 and the Reports of the Directors and the Auditors thereon.



Declaration of dividend on equity shares for the year ended March 31, 2016.

Kotak Mahindra Bank proposes to pay Rs. 0. 5 per share as dividend. The dividend payout is 5. 3%, and marginally higher than the payout observed in the preceding two years.



Reappointment of S.R. Batliboi & Co., LLP as auditors of the Bank and fixing their remuneration.

SR Batliboi & Co. LLP were appointed as statutory auditor of the Bank for four years in the 2015 AGM, their appointment is in-line with the statutory requirements.



Retirement of Mr. Sarda (DIN: 03480129), who retires by rotation and does not seek reelection.

NP Sarda is a non-executive non-independent director of the Company. He has attained 70 years of age and retires at the upcoming AGM in line with Reserve Bank of India policy.



Appointment of Mr. C. Jayaram (DIN: 00012214) as non-executive non-independent director of the Bank.

C Jayaram retired as an executive director on 30 April 2016 and was appointed as nonexecutive non-independent director with effect from 1 May, 2016. His appointment as director is in line with all statutory requirements.



Increase in remuneration of Dr. Shankar Acharya (DIN:00033242), part-time Chariman of the Bank.

In the 2015 AGM, Shankar Acharya was reappointed as Part-time Non-Executive Chairperson for a period of three years. Kotak Bank proposes to revise the maximum remuneration to Rs. 3. 5 mn per annum from Rs. 3. 0 mn per annum. The proposed remuneration is in line with that paid to industry peers.



Payment of commission to Non-Executive Directors of the Bank.

Kotak Mahindra Bank proposes to pay commission to the Non-Executive Directors (excluding the Chairperson of the Bank) from 2015-16 onwards up to a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. For 2015-16, the commission to non-executive directors (not including the Chairperson) aggregates Rs. 3. 4 million. The proposed remuneration is in line with industry peers.


MAHINDRA MAHINDRA FINANCIAL

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016, together with the Reports of the Board of Directors and Auditors thereon.



To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016, together with the Report of the Auditors thereon.



MMFSL has proposed a dividend of Rs. 4. 0 per equity share of face value Rs. 2. 0 for FY16, unchanged from that paid in FY15 despite a fall in PAT by 19. 1%. The total dividend proposed to be paid (including dividend tax) is Rs. 2. 7 bn and the payout ratio is 40. 6%.



Re-appointment of Mr. V. S. Parthasarathy (DIN: 00125299) as a Director, who retires by rotation and, being eligible, offers himself for re-appointment.

VS Parthasarathy is the CFO and CIO of Mahindra Group. He is a Chartered Accountant. His reappointment, as director liable to retire by rotation, is in line with all statutory requirements.



Re-appointment of M/s. B. K. Khare & Co., Chartered Accountants (ICAI Firm Registration No. 105102W), as Statutory Auditors of the Company and approve their remuneration.


PERSISTENT SYSTEMS LTD

To receive, consider and adopt:a. Audited Financial Statements, Reports of the Board of Directors and Auditors thereon; andb. Audited Consolidated Financial Statements



Shareholder


Management

recommendation


)



22/Jul/16 AGM Management For FOR Reputed auditor plus management is looking to change auditor in future.







25/Jul/16 AGM Management For ABSTAIN Insufficient data to take a call.

25/Jul/16 AGM Management Declaration of dividend on equity shares. For FOR




26/Jul/16 BAJAJ FINANCE LTD AGM Management For ABSTAIN Lack of sufficient information to take a call.

26/Jul/16 BAJAJ FINANCE LTD AGM Management For FOR


26/Jul/16 BAJAJ FINANCE LTD AGM Management For FOR Reputed auditors and hence should be ok.




26/Jul/16 AGM Management Appointment of Mr. A Vellayan, as a Director For FOR



To confirm the payment of the 1st Interim Dividend of Rs 5 per share and the 2nd Interim Dividend of Rs 3 per share for the financial year 2015-16

Persistent Systems Limited (Persistent) has paid two interim dividends aggregating Rs. 8. 0 per equity share (Rs. 5. 0 and Rs. 3. 0). The total dividend outflow including dividend tax for FY16 is Rs. 770. 3 mn. Dividend payout ratio for FY16 is 29. 0%.



To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117365W/W-100018) as the Joint Statutory Auditors of the Company to hold office upto the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019

Deloitte Haskins & Sells LLP was appointed for a period of five years in the company’s FY14 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells LLP is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.



To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117365W/W-100018) as the Joint Statutory Auditors of the Company to hold office upto the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019



To appoint a Director in place of Mr. Mritunjay Kumar Singh (DIN: 06864030), Executive Director who retires by rotationand has confirmed his eligibility and willingness to accept office, if re-appointed

In FY14 AGM, Mritunjay Singh was appointed as the Executive Director and COO of the company for five years from 15 June 2014. The company proposes to appoint him as Executive Director and President – Services for three years from 22 July 2016 and pay him maximum remuneration of Rs. 28. 9 mn (including the estimated value of stock options). The proposed remuneration is in line with that of peers and commensurate with the size and complexity of the business.



To appoint Mr. Thomas (Tom) Kendra (DIN: 07406678) as an Independent Director of the Company to hold office for5 (Five) consecutive years i.e. up to January 21, 2021

Thomas Kendra was Vice President and General Manager of the Systems Management business with Dell's Software group. He was appointed as an Additional Director of the company with effect from 22 January 2016. His appointment is in line with the statutory requirements.


PRAJ INDUSTRIES LTD

Receive, consider and adopt;a. the audited Financial Statements of the Company for the Financial Year ended 31st March, 2016 together with the reports of Board of Directors and the Auditors thereon.b. the audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016 together with the report of the Auditors thereon.


PRAJ INDUSTRIES LTD

Re-appointment of Ms. Parimal Chaudhari (DIN: 00724911) as Director.

Ms. Parimal Chaudhari, 59, belongs to the promoter family. She retires by rotation and her re-appointment is in line with statutory requirements.


PRAJ INDUSTRIES LTD

Ratification of Appointment of Statutory Auditors from the conclusion of the ensuing annual general meeting till the conclusion of 31st Annual General Meeting.

PG Bhagwat replaced BK Khare as statutory auditors in FY16. Their ratification is in line with IiAS’ Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act, 2013.


PRAJ INDUSTRIES LTD

Ratification of remuneration of Dhananjay V. Joshi & Associates, Cost Accountants, Pune as Cost Auditors for the Financial Year ending 31st March, 2017.

The board has approved the appointment of Dhananjay V Joshi & Associates as cost auditors for the year ended 31 March 2017 on a total remuneration of Rs 275,000 plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


VA TECH WABAG LTD

Consider and adopt audited financial statements, reports of the board of directors and auditors & audited consolidated financial statements for the FY 2015-16.


VA TECH WABAG LTD

The dividend per share of Rs 4 is the same as in the previous two years. The payout ratio has decreased from 29. 0% in FY15 to 22. 4% in FY16.


VA TECH WABAG LTD

Re-appointment of S Varadarajan, who retires by rotation.

S Varadarajan, promoter, was appointed as an Executive Director in the previous AGM. His reappointment is in line with the statutory requirements. We observe that the board has fixed his pay at Rs. 13. 8 mn per annum which is commensurate to the size and scale of operations. However, despite being appointed as an Executive Director, shareholder approval was not sought for his remuneration terms/structure. We believe that this is not a good governance practice and his remuneration should have been put up for shareholder approval at the time of his appointment on the board.


VA TECH WABAG LTD

Ratification of appointment of M/s. Walker Chandiok & Co. LLP as the statutory auditors of the Company.

Walker Chandiok & Co. LLP was appointed as the statutory auditors of the company in 2015 AGM for a period of three years. They have been the company’s statutory auditors for 8 years (since FY 2009). Their ratification is in line with our voting policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.


VA TECH WABAG LTD

Ratification of remuneration of the cost auditors for the FY ended March 31, 2016 and ending March 31, 2017.

The board had approved the appointment of S. Chandrasekaran as cost auditors for FY16 and FY17 for a total remuneration of Rs. 500,000 (excluding service tax and reimbursement of out-of-pocket expenses). This is to ensure compliance with Section 148 the Companies Act 2013 and is commensurate to the size of the company.


Adoption of financial statements for the year ended 31 March 2016 and the Directors’ and Auditors’ Reports thereon


Declaration of final dividend, if any, and approval of interim dividend

Bajaj Finance Limited (‘BFL’) has paid an interim dividend of Rs. 18 per share and proposes to pay final dividend of Rs. 7 per share for the year ended 31 March 2016. The dividend payout for the year is 12. 7%.


Re–appointment of Rahul Bajaj, Chairman, who retires by rotation

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


Ratification of appointment of Dalal & Shah LLP, Chartered Accountants, as auditors and fixing their remuneration


Issue of non–convertible debentures through private placement

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. However, the NBFC has not disclosed the quantum of NCDs that it plans to issue. BFL’s outstanding bank loans are rated CRISIL AA+/Positive/CRISIL A1+ and IND AAA/Stable/IND A1+.


COROMANDEL INTERNATIONAL LTD

Adoption of Audited Financial Statements for the financial year 2015-16.



Declaration of Dividend for the year ended March 31, 2016.

Coromandel International Limited (Coromandel) has proposed a final dividend of Rs. 4. 0 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 1. 4 bn. The dividend payout ratio for FY16 is 38. 8%.



A Vellayan is the Chairperson of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.



Shareholder


Management

recommendation


)







26/Jul/16 AGM Management For ABSTAIN Lack of sufficient information to take a call.




26/Jul/16 AGM Management Appointment of Auditors. For FOR Reputed auditor and hence we are ok with the same.





26/Jul/16 JSW STEEL LIMITED AGM Management For FOR Due to administrative reasons, voting could not get casted










Ratification of appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors

Deloitte Haskins & Sells were appointed for a period of 5 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.



Appointment of Mr. Sumit Bose as an Independent Director

Sumit Bose was the Union Finance Secretary (Secretary, Department of Revenue). He was appointed as an Additional Director of the company on 21 March 2016. His appointment is in line with the statutory requirements.



Appointment of Mr. Sameer Goel as a Director

The company proposes to appoint Sameer Goel as Managing Director of the company. He was appointed as an Additional Director of the company on 26 September 2015. His appointment is in line with the statutory requirements.



Appointment of Mr. Sameer Goel as Managing Director

The company proposes to appoint Sameer Goel as Managing Director for five years from 1 October 2015 and fix his remuneration at ~Rs. 29. 2 mn. The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers. The company has not provided the number of stock options to be granted and a cap on the commission payable to him. We expect the company will be prudent, as in the past, with its payouts.



Appointment of Mr. S. Govindarajan as a Manager

S Govindarajan was appointed as the Manager of the company for a period of two years from 1 August 2015 to 31 July 2017. However, he resigned from the position of Manager with effect from 30 September 2015. The company seeks approval of shareholders for the appointment of S Govindarajan as the Manager for the period of two months and fix his remuneration at Rs. 1. 6 mn. He has been associated with company since 1992 and is now working as Executive Vice President & Head of Commercial.



Ratification of payment of Remuneration to Cost Auditors for the year 2016-17

The board has approved the appointment of V Kalyanaraman and Jyothi Satish as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 1. 0 mn plus taxes and reimbursement of out of pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the company’s operations.


ZEE ENTERTAINMENT ENTERPRISES LIMITED

Adoption of Audited Financial Statements of the Company on a standalone and consolidated basis for the financial year ended March 31, 2016 including the Balance sheet, Statement of Profit & Loss and the Reports of the Auditors and Directors thereon.



Confirmation of Dividend paid on the Preference Shares of the Company for the financial year/ period ended March 31, 2016.

Total outflow on account of the dividend paid on the preference shares in FY15 amounted to Rs. 1. 45 bn. The company paid dividend at 6% per annum on preference shares of face value Re. 1.



Declaration of Dividend of Rs.2.25 per Equity Share for the financial year ended March 31, 2016.

The company proposes to pay a dividend of Rs. 2. 25 per share (Rs. 2. 25 per share in FY15). For FY16, the total outflow including dividend distribution tax aggregates Rs. 2. 6 bn. In the last three years, the dividend payout has ranged between 28-31%.



Re-appointment of Dr. Subhash Chandra as a Director of the Company.

Subhash Chandra the Promoter chairperson of the company. He retires by rotation and his reappointment is in line with statutory requirements. While we do not vote AGAINST the reappointment of promoter directors, we would like to point out that Subhash Chandra’s attendance has been below our threshold of 75% over the past three years. We expect directors to take their responsibilities seriously and attend all meetings.





Appointment of Mr. Adesh Kumar Gupta as Independent Director

Adesh Kumar Gupta is the former CFO of Grasim Industries Limited. He is a Chartered Accountant and has over 35 years of experience in Corporate Strategy, M & A, Business restructuring and fund raising. His appointment is in line with all statutory requirements.



Re-appointment of Prof. Sunil Sharma as Independent Director for second term.

Sunil Sharma was appointed as Independent Director at the 2014 AGM. He is a professor at IIM, Ahmedabad. His current term will expire on 21 January 2017. His re appointment is in line with all statutory requirements.



Re-appointment of Prof. (Mrs.) Neharika Vohra as Independent Director for second term.

Ms. Neharika Vohra was appointed as Independent Director at the 2014 AGM. She is a professor at IIM, Ahmedabad. Her current term will expire on 11 March 2017. Her re appointment is in line with all statutory requirements.



Maintenance of register of members at the office of Registrar & Share Transfer Agent instead ofRegistered office of the Company.

The company changed its RTA as there is a SEBI order against Sharepro. The company has appointed Link Intime Private Limited as the new RTA with effect from 16 June 2016. The company seeks shareholder approval to keep the registers and other documents at the registered office of Link Intime Private Limited in Mumbai. The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.


To receive, consider and adopt the Audited Financial Statements of the Company (including Audited Consolidated Financial Statements) for the financial year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon


To declare dividend on the 10% Cumulative Redeemable Preference Shares of the Company for the financial year 2015-16


To declare dividend on the Equity Shares of the Company for the financial year 2015-16


To appoint a Director in place of Mr. Sajjan Jindal (DIN 00017762), who retires by rotation and being eligible, offers himself for re-appointment


Appointment of the Auditors M/s. Deloitte Haskins & Sells LLP of the Company and their remuneration fixed at the twentieth Annual General Meeting of the Company held on July 31, 2014


Remuneration of Rs.12 lakhs (Rupees twelve lakhs only) plus service tax as applicable and reimbursement of actual travel and out of pocket expenses, to be paid to M/s. S.R. Bhargave & Co. (ICWAI Registration No. 000218), Cost Auditors of the Company.


Mr. Malay Mukherjee (DIN 02861065), be and is hereby appointed as a Director of the Company in the category of Independent Director.


Mr. Haigreve Khaitan (DIN 00005290),be and is hereby appointed as a Director of the Company in the category of Independent Director.



Shareholder


Management

recommendation


)











27/Jul/16 AGM Management For FOR Reputed auditors and hence we are ok with the same.






Consent of the members be and is hereby accorded to the Board of Directors of the Company, for making offer(s) or invitations to subscribe to secured/ unsecured redeemable non-convertible debentures, in one or more tranches, aggregating up to Rs. 10,000 crores (Rupees ten thousand crores only) during the financial year 2016-17


To create, offer, issue and allot in one or more tranches, Equity Shares and/or Fully Convertible Debentures/ Partly Convertible Debentures/Optionally Convertible Debentures/Non-Convertible Debentures with warrants or any other Securities (other than warrants) or a combination thereof, which are convertible into or exchangeable with equity shares of the Company of face value of Rs. 10 each for an aggregate amount not exceeding Rs. 4,000 crores


To create, offer, issue, and allot such number of non-convertible foreign currency denominated bonds (“Bonds”), for an aggregate sum of upto USD 2 Billion (United States Dollars two billion only) or its equivalent in any other currency(ies), inclusive of such premium as may be determined by the Board


Company be and is hereby accorded to the Board of Directors of the Company to (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, whether Indian or overseas, upto a maximum aggregate amount of Rs. 15,000 Crores


Consent of the Company be and is hereby accorded to the Board of Directors of the Company (“the Board”), for borrowing from time to time, any sum or sums of money, on such security , however, the total amount so borrowed in excess of the aggregate of the paidup capital of the Company and its free reserves shall not at any time exceed Rs. 60,000 crores.


To hypothecate/mortgage and/or charge and/ or encumber in addition to the hypothecations/ mortgages and/or charges and/or encumbrances created by the Company, in such form and manner and with such ranking and at such time(s) and on such terms as the Board may determine, all or any part of the movable and/or immovable properties of the Company wherever situated both present and future, and/or create a floating charge on all or any part of the immovable properties of the Company and the whole or any part of the undertaking(s) of the Company.


BAJAJ AUTO LIMITED

Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 and Directors’ and Auditors’ Reports thereon


BAJAJ AUTO LIMITED

To declare a final dividend of H 5 per equity share of face value of H 10 each, and to approve the interim dividend of H 50 per equity share of face value of H 10 each, already paid during the year, for the year ended 31 March 2016

The dividend per share has increased from Rs. 50 in the previous two years to Rs. 55 this year. The payout ratio has decreased from 61. 2% in FY15 to 52. 4% in FY16.


BAJAJ AUTO LIMITED

Re-appointment of Manish Kejriwal, who retires by rotation

Manish Kejriwal is the Managing Partner of Kedaara Capital Advisors LLP, a private equity investment fund, and the son-in-law of Rahul Bajaj (promoter). His reappointment is in line with the statutory requirements. He has attended five out of the eight board meetings held in FY16. We expect directors to take their responsibilities seriously and attend all board meetings.


BAJAJ AUTO LIMITED

Re-appointment of Sanjiv Bajaj, who retires by rotation

Sanjiv Bajaj, promoter, is currently the Managing Director of Bajaj Finserv Ltd and Bajaj Holding & Investment Ltd. He is also the Vice Chairman of Bajaj Finance Ltd and was an Executive Director in the Bajaj Auto till 2012. His appointment is in line with all the statutory requirements.


BAJAJ AUTO LIMITED

Ratification of appointment of Dalal & Shah LLP, Chartered Accountants, as Auditors and fixing their remuneration for the year 2016-17


BAJAJ AUTO LIMITED

Appointment of Pradeep Shrivastava as a Director

The company proposes to appoint Pradeep Shrivastava as a Director. He has been associated with the company for last 30 years. His appointment is in line with all the statutory requirements.


BAJAJ AUTO LIMITED

Approval of appointment of Pradeep Shrivastava as a Whole-time Director, with the designation as Executive Director

Pradeep Shrivastava is a B. Tech from IIT Delhi and PGDM from IIM-B. He was last serving as the COO of the company. The company proposes to now appoint him as an Executive Director and fix his annual remuneration at Rs. 67. 7 mn.


BAJAJ AUTO LIMITED

Approval for payment of commission to non-executive directors for a period of five years commencing from 1 April 2016

In its 2011 AGM, the shareholders approved payment of commission upto 1 % of net profits to Non- Executive Directors for a period of 5 years, ending in March 16. The company now wants to extend this payout for another 5 years commencing from April 2016. The company has twelve non-executive directors on the board who are eligible to receive commission. Based on FY16 standalone profits, the maximum permissible commission amounts to an average of Rs. 30 mn per director. However, in the past the payouts have been much lower (total commission of Rs. 17. 5 mn in FY16) and we expect similar payouts for the duration of this resolution. However, as a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non-executive directors.


DR REDDYS LABORATORIES LIMITED

To receive, consider and adopt the fi nancial statements (standalone and consolidated) of the Company for the year ended 31 March 2016, including the audited Balance Sheet as at 31 March 2016 and the Statement of Profi t and Loss of the Company for the year ended on that date, along with the reports of the Board of Directors and Auditors thereon.



Shareholder


Management

recommendation


)













27/Jul/16 AGM Management For FOR Internationally reputed auditor and hence we are ok with the same.




27/Jul/16 AGM Management For FOR Lack of information to take a call.








To declare dividend on the equity shares for the fi nancial year 2015-16.

The total dividend (including dividend tax) amounts to Rs. 4. 1 bn. Dividend payout ratio has increased to 30. 3% in FY16 from 24. 4% in FY15 on account of decrease in standalone profit after tax.



To re-appoint Mr. Satish Reddy (DIN: 00129701), who retires by rotation, and being eligible, offers himself for the re-appointment.

K Satish Reddy, 49, is the Chairperson and promoter of Dr. Reddy’s Laboratories Limited (DRL). His reappointment is in line with all statutory requirements.



To appoint M/s. S R Batliboi & Associates LLP, Chartered Accountants, as statutory auditors and fix their remuneration.

The appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.



Re-appointment of Mr. G V Prasad (DIN: 00057433) as Whole-time Director designated as Co-Chairman, Managing Director and Chief Executive Officer.

G V Prasad, 55, is the Co-Chairperson and Managing Director, and the company’s promoter. His term expired on 29 January 2016. In FY16, he was paid Rs. 119. 2 mn which was 312x the median employee remuneration. His propose remuneration aggregates Rs. 124. 4 mn per annum. The FY16 remuneration and the proposed remuneration to G V Prasad is in line with that of industry peers and commensurate with the size and performance of DRL. Notwithstanding, as a good governance practice, companies must cap the absolute amount of short term incentives payable to board members.



Appointment of Mr. Bharat Narotam Doshi (DIN: 00012541) as an Independent Director in terms of Section 149 of the Companies Act, 2013.

Bharat Doshi, 67, is the Former Executive Director and Group CFO, Mahindra & Mahindra Limited. His appointment is in line with all statutory requirements.



Appointment of Mr. Hans Peter Hasler (DIN: 07535056) as an Independent Director in terms of Section 149 of the Companies Act, 2013.

Hans Peter Hasler, 60, is the Principal of HPH Management GmbH, Küssnacht, Switzerland. Between 1993 and 2001, he held various positions in Wyeth such as Managing Director of Wyeth (Switzerland, Austria and Eastern Central Europe); Managing Director of Wyeth Group (Germany) and Senior Vice President of Global Marketing and Chief Marketing Officer at Wyeth’s Headquarters in Philadelphia/USA. His appointment is in line with all statutory requirements.



Remuneration to Directors other than the Managing/Whole-time Directors.

The cumulative commission paid to non-executive directors in FY16 was 0. 6%1 of the standalone net profit, which is reasonable. As a good governance practice, companies must cap the absolute amount of short term incentives payable to board members and specify a time period for which the approval will be valid.



To ratify the remuneration payable to cost auditors M/s. Sagar & Associates, Cost Accountants, for the financial year ending 31 March 2017.

Payment to cost auditors, Sagar & Associates, for FY17 aggregates Rs. 0. 7 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.


HOUSING DEVELOPMENT FINANCE CO

Adoption of the audited consolidated financial statement for the financial year ended March 31, 2016 together with the report of the Auditors thereon.



Adoption of the audited financial statement of the Corporation for the financial year ended March 31, 2016 together with the reports of the Board of Directors and Auditors thereon.



Declaration of final dividend on equity shares of the Corporation.

The total dividend per share has increased from Rs. 15 in FY15 to Rs. 17 in FY16. However, due to a robust growth in standalone profits, the dividend payout ratio declined marginally from 46. 5% to 44. 2% during the year.



Appointment of Mr. D. M. Sukthankar, who retires by rotation and, being eligible, offers himself for re-appointment.

D. M Sukthankar is the former Chief Secretary, Government of Maharashtra. His reappointment is in line with the statutory requirements.



Ratification of the appointment of Messrs Deloitte Haskins & Sells LLP, Chartered Accountants as the Auditors of the Corporation and fixing their remuneration.



Ratification of the appointment of Messrs PKF, Chartered Accountants as the Auditors of the Corporation’s office at Dubai.

HDFC proposes to ratify the reappointment of PKF, Chartered Accountants to audit its Dubai branch office. The ratification is in line with all statutory requirements.



Approval to issue Redeemable Non-Convertible Debentures on a private placement basis, up to an amount not exceeding Rs 85,000 crore.




Approval of related party transactions with HDFC Bank Limited.

HDFC Bank sources home loans for HDFC through its branches across India. HDFC, after necessary due diligence, approves and disburses the loans. The loans are booked in the books of HDFC and HDFC Bank is paid commission for its services. Further HDFC Bank periodically purchases the loans and HDFC is paid a fee for servicing the home loans assigned by it/securitized. The company already has an existing limit of Rs. 200 bn for loans assigned/sold to HDFC Bank and proposes to continue with the same limit for FY17. The transactions will be in the ordinary course of business and on an arm’s length basis.



Authority to the Board of Directors of the Corporation to borrow monies for the purposes of the business of the Corporation up to an amount not exceeding Rs 3,50,000 crore.



Re-appointment of Mr. Keki M. Mistry as the Managing Director (designated as the “Vice Chairman & Chief Executive Officer”) of the Corporation, for a period of 3 years, with effect from November 14, 2015

As on 31 March 2016, the company had outstanding borrowings of Rs. 2391. 2 bn, as against an existing borrowing limit of Rs. 3000 bn. In order to support its growing loan portfolio, the company believes it will need to increase its borrowing limit to Rs. 3500 bn. The capital adequacy ratio as on 31 March 2016 is 16. 6% (excluding investment in HDFC Bank) against a minimum 12% as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimumcapital adequacy ratio.


INGERSOLL-RAND (INDIA) LTD BA

To receive, consider and adopt the Audited Balance Sheet as at March 31, 2016 and Statement of Profit and Loss for the financial year ended on March 31, 2016 together with the reports of the Directors and the Auditors.



To declare dividend on equity shares of the Company for the financial year ended on March 31, 2016.

Ingersoll paid interim dividend of Rs. 3 per equity share and proposes a final dividend of Rs. 3. 0 per equity share of Rs. 10. 0 each. The total cash outgo on account of dividend (including distribution tax) is Rs. 227. 6 mn. The payout ratio is 36. 6% (34. 4% in FY15).



To appoint a Director in place of Ms. Jayantika Dave (DIN: 01585850), who retires by rotation, and, being eligible, offers herself for reappointment

Ms. Jayantika Dave is the Former Vice President, Human Resources of the Company. She retires by rotation and her appointment is in line with all statutory requirements. In FY16, her attendance has been 67% and she has an average of 78% attendance over the past two years.



To appointment of M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants, (Firm Registration No. 007567S/S-200012) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting



Shareholder


Management

recommendation


)






27/Jul/16 AGM Management Declaration of Dividend on the Equity Shares For FOR








28/Jul/16 AGM Management For ABSTAIN Not sufficient information to take a call.










To consider reappointment and terms of remuneration of Mr. Amar Kaul, as the Manager of the Company, designated as “Vice President & General Manager - Air Solutions” for a period of one month from July 22, 2016

Amar Kaul, 46 was appointed as Vice President & General Manager – Air Solutions for a period of five years from 22 July 2011 to 21 July 2016. The company proposes to reappoint him for a further period of one month from 22 July 2016. Thereafter the company intends to appoint Amar Kaul as a Director and MD. Amar Kaul has a BTech degree and over 23 years of experience. He is the former Senior Vice President of Bharat Forge Limited. His proposed remuneration of Rs. 12. 2 mn is in line with peers and commensurate with the complexity of his responsibilites. Shareholders should note that the proposed remuneration structure lacks transparency and gives the board substantial leeway in determining the final pay.



Mr. Sekhar Natarajan (DIN : 01031445), in respect of whose appointment, the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years from July 27, 2016.

Sekhar Natarajan is a Chartered Accountant and Cost Accountant with over 30 years of work experience. He is the Managing Partner of S N Consultants. His appointment is in line with all statutory requirements.



Ratification payable to M/s. Ashish Bhavsar & Associates, Cost Accountants, Ahmedabad, the Cost Auditors appointed by the Board of Directors of the Company to conduct audit of the cost records of the Company for the financial year ending on March 31, 2017

As per Section 148 of Companies Act 2013, the remuneration of Rs. 175,000 payable to Ashish Bhavsar & Associates for the year ending 31 March 2017 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.


REDINGTON (INDIA) LTD

Adoption of Standalone Financial Statements for the year ended 31st March, 2016



Adoption of Consolidated Financial Statements for the year ended 31st March, 2016



Redington (India) Limited (Redington) has proposed a final dividend of Rs. 2. 1 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 996. 3 mn. Dividend payout ratio for FY16 is 52. 7%.



Re-appointment of Mr. Tu, Shu-Chyuan (DIN: 02336015), who retires by rotation

Tu Shu-Chyuan is the Corporate Vice President (CVP) of business development of Synnex. He retires by rotation, and his reappointment is in line with the statutory requirements.



Re-appointment of Mr. Lin Tai-Yang (DIN: 05110881), who retires by rotation

Lin Tai-Yang joined Synnex Technology International Corporation as Accounting Manager in 2000 and currently serves as its Director of Finance Planning and Management. He retires by rotation, and his reappointment is in line with the statutory requirements.



Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors



Appointment of Mr. M. Raghunandan (DIN 00082171) as a Whole Time Director and payment of remuneration for the period 1st March 2016 upto 24th May 2016

The board decided to extend M Raghunandan’s term by one year with effect from 1 March 2016 – until the board found a suitable replacement. Following the appointment of E H Kasturi Rangan (Resolution #8), M Raghunandan resigned on 24 May 2016. The company seeks approval of shareholders for his reappointment as Whole Time Director for a period from 1 March 2016 to 24 May 2016 and a ratification of the estimated Rs. 0. 6 mn paid to him as remuneration during that period.



Appointment of Mr. E.H. Kasturi Rangan (DIN 01814089) as a Whole Time Director

The company proposes to appoint E H Kasturi Rangan as Whole-time Director of the company (in the place of M Raghunandan) for three years from 24 May 2016 and fix his remuneration at ~Rs. 6. 8 mn. The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers.



Appointment of Mr. B. Ramaratnam (DIN 07525213) as a Director

B Ramaratnam was a Partner at Deloitte Haskins & Sells till March 2015. He was appointed as an Additional Director on 24 May 2016. He is liable to retire by rotation, and his appointment is in line with the statutory requirements.



Appointment of M/s. Ernst & Young LLP, Singapore as Branch Auditors

Redington proposes to appoint Ernst & Young LLP as branch auditors for the company’s branch office at Singapore. The appointment is in line with statutory requirements.


BLUE DART EXPRESS LTD

a) Adoption of Audited Financial Statements of the Company for the year ended March 31, 2016, Report of Board of Directors and Auditors thereon. b) Adoption of Audited Consolidated Financial Statements of the Company for the year ended March 31, 2016, together with Report of Auditors thereon.



Declaration of Dividend on Equity shares for the Financial year ended March 31, 2016.

Blue Dart Express Limited (Blue Dart) has proposed a dividend of Rs. 25. 0 per equity share and one-time special dividend of Rs. 5. 0 per share aggregating to Rs. 30. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2016. The total dividend outflow including dividend tax for FY16 is Rs. 0. 8 bn. The dividend payout ratio for FY16 is 45. 0%.



Re-appointment of Mr. Malcolm Monteiro (DIN: 00089757) as a Director, liable to retire by rotation.

Malcolm Monteiro is CEO - DHL eCommerce, Asia Pacific. He retires by rotation, and his reappointment is in line with the statutory requirements.



Appointment of M/s Price Waterhouse, Chartered Accountants as Statutory Auditors of the Company and fixing their remuneration.



Approval for revision in the remuneration terms of Mr. Anil Khanna, Managing Director.

Blue Dart proposes to revise Anil Khanna’s FY17 remuneration, which is estimated at Rs. 51. 1 mn. Additionally, he will be entitled to a Long Term Incentive (LTI), which will be paid to him after four years, based on his performance over board-set targets. The LTI will be up to maximum of 20% of Total Direct Compensation payable to him, for each year, based on various parameters. The proposed remuneration is commensurate with the size and complexity of the business and is comparable to the peers. Further, the LTI aligns the remuneration to company performance.



Approval for Material Related Party Transaction.

BDAL provides air carriage for Blue Dart. Blue Dart has existing outstanding loans, guarantees and deposits with BDAL aggregating to Rs. 1. 7 bn on 31 March 2016. Further, the company needs to renew its Aircraft, Crew, Maintenance and Insurance (ACMI) contract with effect from 1 October 2016 to 30 September 2017: the aggregate transaction value of the contract will be Rs. 8. 5 bn. The proposed transactions will be in the ordinary course of business and at an arm’s length.



Approval for payment of remuneration to the Non-Executive Directors (by way of commission) for a period of 5 years w.e.f. August 1, 2016.

The board is seeking approval of shareholders to fix payment of commission to nonexecutive directors at an amount not exceeding 1% of the net profits. Companies should set a cap in absolute terms on the commission that will be paid to the non-executive directors.


CENTURY TEXTILES AND INDUSTRIES LIMITED

Consider and adopt Audited Financial Statements, Reports of the Board of Directors and Auditors.



Shareholder


Management

recommendation


)

28/Jul/16 AGM Management Declaration of Dividend on Equity Shares. For FOR











28/Jul/16 AGM Management For FOR Reputed auditor and hence we are ok with the same.




28/Jul/16 AGM Management Ratification of Remuneration to Cost Auditor. For FOR

28/Jul/16 AGM Management Commission to Independent Directors. For FOR

29/Jul/16 AGM Management For ABSTAIN Insufficient information to take a call.



29/Jul/16 AGM Management For FOR Reputed Auditors and hence we are ok with the same.

29/Jul/16 AGM Management Authority for Appointment of Branch Auditors. For FOR





Century proposes to pay a total dividend of Rs. 739. 4 mn, while the company reported a net loss of Rs. 545. 2 mn. The company is paying out dividend out of its accumulated profits. Networth of the company increased from Rs. 18. 7 bn in FY15 to Rs. 20. 9 bn as the promoters converted the warrants into equity shares.



Re-appointment of Shri Kumar Mangalam Birla, who retires by rotation.

Kumar Mangalam Birla is related to the promoters and heads the Aditya Birla group of companies. His reappointment is in line with all the statutory requirements.



Appointment of S R B C & CO LLP, Chartered Accountants as Auditors and fixing their remuneration.

Century proposes to change its statutory auditors and appoint SRBC & Co. The company’s previous auditors were Dalal & Shah (since 1998). SRBC & Co’s appointment is in line with IiAS Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.



Special resolution for appointment of Shri D.K. Agrawal as Director in the Whole-time employment of the Company.

DK Agarwal is a Chartered Accountant and a member of the Institute of Company Secretaries of India. He is associated with the company for the last 52 years and is the President – Corporate Affairs of the company. His proposed remuneration is Rs. 24. 1 mn. We observe that there is no profit linked component to his remuneration structure. We believe that Executive Directors’ remuneration structures should carry a component of performance linked pay. Notwithstanding, his remuneration is commensurate with the size of the business and comparable to peers.



Special resolution for approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement.

The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit of the company. The amount to be raised through the issuance of Non-Convertible Debentures has not been given. Therefore, we flag transparency risk to the proposal.



Approval of the Remuneration of the Cost Auditors.

The approval of shareholders - for payment of Rs. 0. 34 mn as remuneration to R Nanabhoy & Co and Rs. 0. 21 mn to MR Dudani & Co as cost auditors of the company for FY17- is sought in order to ensure compliance with Section 148 the Companies Act 2013.



Determination of fees to be charged for service of document in a particular mode.

We believe that the proposed charge is not so high that it will deter shareholders from asking for important documents.


GLAXOSMITHKLINE PHARMACEUTICAL

To receive, consider and adopt the Audited Financial Statements (including consolidated Financial Statements) of the Company for the year ended 31st March 2016 together with the Reports of the Board of Directors and the Auditors thereon.



To declare Dividend for the year ended 31st March 2016.

The total dividend (including dividend tax) amounts to Rs. 4235. 2 mn. The dividend payout ratio has increased to 112. 9% in FY16 from 104. 8% in the 15 months ended 31 March 2015.



Re-appointment of Mr. Raju Krishnaswamy as a Director.

Raju Krishnaswamy, 50, is a Whole-time Director. His reappointment is in line with all statutory requirements.



Re-appointment of Mr. Ronald C. Sequeira as a Director.

Ronald Sequeira, 56, is a Whole-time Director. His reappointment is in line with all statutory requirements.



Re-appointment of M/s Price Waterhouse & Co Bangalore LLP, the retiring Auditors of the Company as Auditors of the Company from the conclusion of this Annual General Meeting (“AGM”) until the conclusion of the next AGM of the Company and approve their remuneration.



Appointment of Mr. Annaswamy Vaidheesh as a Managing Director.

The company proposes to appoint Annaswamy Vaidheesh, 57, as the Managing Director. The proposed remuneration estimated at Rs. 53. 6 mn (excluding one-time sign-on bonus of Rs. 4. 1 mn) is broadly in line with remuneration paid to industry peers. The Former Managing Director was paid Rs. 75. 8 mn in FY16. Although the remuneration range for Annaswamy Vaidheesh is high, we observe that the company has been judicious in the past in terms of executive compensation.



Re-appointment & remuneration of Mr. Raju Krishnaswamy as a Whole-time Director.

Raju Krishnaswamy, 50, is a whole-time director. His term will expire on 31 July 2016. In FY16, he was paid Rs. 18. 9 mn which was 21x the median employee remuneration and 0. 4% of the consolidated employee benefit expenses. His proposed remuneration aggregates Rs. 21. 3 mn per annum. While the remuneration to Raju Krishnaswamy over the last five years (FY12-16) is not in line with the profits – which have declined, it is in line with remuneration paidto industry peers and commensurate with the size and complexity of the business.



Re-appointment & remuneration of Mr. Ronald C. Sequeira as a Whole-time Director.

Ronald Sequeira, 56, is a whole-time director. His term expired on 24 October 2015. In FY16, he was paid Rs. 17. 2 mn which was 19. 3x the median employee remuneration and 0. 4% of the consolidated employee benefit expenses. His proposed remuneration aggregates Rs. 19. 0 mn per annum. While the remuneration to Ronald Sequeira over the last five years (FY12-16) is not in line with the profits – which have declined, it is in line with remuneration paid to industry peers and commensurate with the size and complexity of the business.



Payment to cost auditors for FY16 aggregates Rs. 0. 5 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.



The cumulative commission paid to non-executive directors in FY16 was 0. 2% of the standalone net profit, which is reasonable. As a good governance practice, companies must cap the absolute amount of short term incentives payable to board members.


KEC INTERNATIONAL LTD

Adoption of Audited Financial Statements (including the Consolidated financial statements) and Reports of Directors and Auditors thereon.



Confirmation of Interim Dividend as Final Dividend for the financial year 2015-16.

The dividend per share has increased from Re. 0. 9 to Re. 1. However, due to a surge in standalone profits, the payout ratio has decreased to 19. 5% (as compared to 25. 1% in FY15).



Re-Appointment of Mr. R. D. Chandak (DIN: 00026581) as Director of the Company.

R. D. Chandak is the former MD of KEC. His reappointment is in line with statutory requirements.



Ratification of appointment of Statutory Auditors.



As per the Companies Act 2013, companies with foreign branches may appoint branch auditors to conduct the audit for the respective branches.



Appointment of Mr. Vimal Kejriwal (DIN: 00026981) as Director of the Company.

Vimal Kejriwal has been appointed as the CEO of the company w. E. F 1 April 2015. His appointment is in line with the statutory requirements.



Ratification of remuneration payable to Cost Auditors.

The total remuneration of Rs. 0. 7 mn paid to the cost auditors in 2016 and proposed to be paid in FY17 is reasonable compared to the size and scale of operations.



Shareholder


Management

recommendation


)



29/Jul/16 AGM Management For Abstain Due to administrative reasons, voting could not get casted









29/Jul/16 AGM Management Declaration of dividend. For Abstain Due to administrative reasons, voting could not get casted









1/Aug/16 BLUE STAR LTD AGM Management For ABSTAIN Not sufficient information to take a call.

1/Aug/16 BLUE STAR LTD AGM Management Confirmation of interim dividend For FOR

1/Aug/16 BLUE STAR LTD AGM Management For FOR





Enhancement of Borrowing limits of the Company.

As on 31 March 2016, KEC had utilized ~Rs. 125 bn out of its total limit of Rs. 160 bn. The company has clarified that they need the increased limit to provide bid guarantees, performance guarantees and bank guarantees to win and execute projects. The average bid size per project is ~Rs. 5-10 bn and the additional headroom will therefore provide it greater operational flexibility. Further, the company has confirmed that the leverage ratios will be maintained at current levels (debt/equity of 1. 4x and debt/EBITDA of 3. 1x). It has an outstanding rating of ICRA A+/Stable/ICRA A1, which denotes adequate degree of safety regarding timely servicing of debt obligations.



Authority for creation of mortgage and/or charge on properties of the Company.




Adoption of Audited Financial Statements for the year ended March 31, 2016



Declaratiion of Final Dividend of Rs. 4/- per equity share



Appointment of Director in place of Mr. Deepak Vaidya, retiring Director



Ratification of appointment of M/s Deloitte Haskins & Sells, Statutory Auditors



Appointment of Mr. Abhaya Kumar as an Executive Director of the Company



Re-designation and appointment of Mr. Bharat Dhirajlal Shah as an Independent Director of the Company



Adoption of New set of Articles of Association of the Company



Service of Documents to the members of the Company


WABCO INDIA LIMITED

Consider and adopt the audited financial statements, reports of the Board of directors and auditors for the year ended 31st March 2016.


WABCO INDIA LIMITED


WABCO INDIA LIMITED

Re-appointment of Ms. Lisa Brown (DIN: 07053317) who is retiring by rotation.


WABCO INDIA LIMITED

Annual Ratification of the appointment of M/s. S.R. Batliboi & Associates LLP (Firm registration no. 101049W), Chartered Accountants, Chennai as Statutory Auditors.


WABCO INDIA LIMITED

Appointment of Mr. Shivaram Narayanaswami (DIN 07327742) as non-executive non-independent Director.


WABCO INDIA LIMITED

Appointment of Mr. Sean Deason (DIN 07334776) as non-executive non-independent Director.


WABCO INDIA LIMITED

Appointment of Dr. Lakshmi Venu (DIN 02702020) as Independent Director.


WABCO INDIA LIMITED

Ratification of the remuneration payable to Mr. A N Raman, Practising Cost Accountant as Cost Auditor for the year 2016-17.


WABCO INDIA LIMITED

Approval of material related party transactions with WABCO Europe BVBA.


GREENPLY INDUSTRIES LTD

Issuance of Equity Shares including Convertible Bonds/Debentures through Qualified Institutional Placement (QIP) and / or Depository Receipts and/ or any other modes for an amount not exceeding Rs. 1,000 million

Greenply plans to set-up a new Medium Density Fibreboard (MDF) manufacturing unit in Chittoor, Andhra Pradesh to improve its domestic market share and cater to the export markets. To fund its expansion plans Greenply proposes to issue securities for an amount not exceeding Rs 1. 0 bn. Assuming that the entire amount of Rs 1. 0 bn will be raised at current market price of Rs. 252. 35 per share, Greenply will issue 3. 96 mn equity shares. This will result in equity dilution of ~3. 2% on the expanded capital base for existing shareholders. Greenply needs the funds to follow through on its expansion plans. Given that the potential dilution is low, there is no material impact for minority shareholders.


Adoption of Financial Statement (Standalone & Consolidated), Board’s Report and Auditors’ Reports for the year ended March 31, 2016


Blue Star has increased dividend per share over the past three years. The total dividend (including dividend tax) amounts to Rs. 745. 9 mn. Dividend payout ratio has increased to 60. 8% in FY16 from 35. 5% in FY15.


Reappointment of Mr Suneel M Advani, who retires by rotation

Suneel M Advani is the Vice Chairperson of the company. His reappointment is in line with all statutory requirements.


Ratification of appointment of M/s S R B C & CO, LLP, Chartered Accountants, as Statutory Auditors and fixing their Remuneration

Blue Star proposes to ratify SRBC & Co as statutory auditors: SRBC & Co have audited the financial statements of the company since FY14. SRBC & Co. Is part of the Ernst & Young audit network. Prior to their appointment, the company’s auditors for the past five years were SR Batliboi & Associates: they are also part of the Ernst & Young audit network. The ratification of SRBC & Co. Is in line with our Voting Policy on Auditor Rotation and complies with the requirements of section 139 of the Companies Act 2013.


Ratification of remuneration of M/s Narasimha Murthy & Co, Hyderabad, Cost Accountants for financial year ending March 31, 2016

The appointment of Narasimha Murthy & Co as Cost Auditors is in line with the statutory requirements. Remuneration to the cost auditors is set at Rs. 1 mn.



Shareholder


Management

recommendation


)



1/Aug/16 AGM Management For ABSTAIN Insufficient data to take a call.

1/Aug/16 AGM Management For FOR




1/Aug/16 AGM Management For AGAINST

1/Aug/16 AGM Management For Abstain Due to administrative reasons, voting could not get casted







1/Aug/16 AGM Management Approval for related party transaction For Abstain Due to administrative reasons, voting could not get casted







Appointment of Mr Vir S Advani as the Managing Director of the Company for a period of five (5) years with effect from April 1, 2016

Vir S Advani is the Executive Director of the company since July 2010. The company proposes to elevate him as Managing Director with effect from 1 April 2016. Based on the remuneration paid to him in the past, we estimate he will be paid Rs. 32. 7 mn, effective from 1 April 2016. The proposed remuneration is in line with peers and is commensurate with the size and complexity of the company. A large part of the remuneration paid is linked to the performance of the company and achievement of key results. His commission in each of the past three years is ~1% of the company’s net profit. Commission in these three years ranged between 30-46% of his overall pay.


Appointment of Mr B Thiagarajan as the Joint Managing Director of the Company for a period of five (5) years with effect from April 1, 2016

B Thiagarajan is associated with the company since 1998. In 2013, B Thiagarajan was appointed as Executive Director & President - AC&R Products Business for a period of five years with effect from 13 May 2013. The company proposes to elevate him as Joint Managing Director with effect from 1 April 2016. Based on the remuneration paid to him in the past, we estimate he will be paid Rs. 32. 7 mn effective from 1 April 2016. The proposed remuneration is in line with peers and is commensurate with the size and complexity of the company. A large part of the remuneration is linked to the performance of the company and achievement of key results. His commission in each of the past three years is ~1% of the company’s net profit. Commission in these three years ranged between 28-48% of his overall pay.


WONDERLA HOLIDAYS LTD

Adoption of Balance Sheet as at March 31, 2016, Statement of Profit and Loss for the year ended on that date and the reports of the Directors and Auditors thereon.



Declaration of final dividend of 0.50 paisa per equity share of Rs. 10 each for the year ended 31st March, 2016.

The company proposes a final dividend of Rs. 0. 5 on equity share of face value Re. 1 each. This is in addition to an interim dividend of Rs. 1. 5 per share paid during the year. The total dividend outflow including dividend tax for FY16 is Rs. 132. 5 mn. The dividend payout ratio for FY16 is 22. 2% (19. 6% in FY15).



Appointment of a Director in the place of Mr. Kochouseph Thomas Chittilappilly, who retires by rotation and being eligible, seeks re-appointment.

Kochouseph Thomas Chittilappilly is the promoter director of the company. He retires by rotation and his reappointment is in line with statutory requirements. He attended 67% of the meetings in FY16 and 76% of the meetings over the past three years: we expect directors to take their responsibilities seriously and attend all board meetings.



Appointment of M/s. B S R & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for a period of five years and to fix their remuneration.

BSR & Co. LLP have been the statutory auditors of the company for the past five years (since FY12). The reappointment of BSR & Co. LLP is line with our Voting Policy on Auditor Rotation and with the provisions of Section 139 of the Companies Act, 2013.



Approval for re-appointment of Mr. Arun K Chittilappilly as Managing Director.

The company proposes to reappoint Arun K. Chittilappilly as MD at a proposed remuneration of Rs. 10. 9 mn. Although regulations allow commission to be paid at 5% of profits, Arun Chittilappilly’s commission will be capped at 0. 5% of profits. Further in the event of loss or inadequacy of profits during his tenure, the same remuneration terms will hold except that the commission will be restricted to 50% of annual salary. The proposed remuneration is in line with that of peers and commensurate with the size and complexity of the business.



Approval for issue of shares under Employee Stock Option Scheme.

Wonderla Holidays Limited seeks shareholder approval to introduce ESOS 2016. Under this plan, a maximum of 1. 0 mn stock options will be granted – these will vest over a period of five years. The issue will result in a dilution of around 1. 8% for existing shareholders. The exercise price will be decided by the nomination and remuneration committee. Assuming Rs. 10 (face value) as exercise price, the cost of ESOS 2016 will be around Rs. 387. 4 mn (at current market price of Rs. 397. 35 per share). Assuming the cost is expensed over the vesting period of five years, the company will expense Rs. 77. 4 mn per annum (13% of FY16 PAT). If the shares under ESOS 2016 are granted at a steep discount, there will be a dent on the financial health of the company.


JINDAL STEEL AND POWER LIMITED FV INR 1

Adoption of Audited Financial Statements (both Standalone and Consolidated) of the Company for the FY 2015-16 including Reports of Board of Directors and Auditors thereon



Re-appointment of Mrs. Shallu Jindal (DIN: 01104507), as Director, liable to retire by rotation



Re-appointment of Mr. Dinesh Kumar Saraogi (DIN: 06426609), as Director, liable to retire by rotation



Appointment of M/s Lodha & Co., (FRN: 301051E), Chartered Accountants, as Statutory Auditors for a period of 5 years from the conclusion of 37th AGM till the conclusion of 42nd AGM and fixing their remuneration



Ratification of remuneration of M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants as Cost Auditors for FY 2016-17



Approval for issuance of Non-Convertible Debentures upto ` 5,000 crore on Private Placement Basis



Approval for issuance of Securities for an amount not exceeding ` 5,000 crore




TATA COMMUNICATIONS LIMITED

To receive, consider and adopt :a) Audited Standalone Financial Statements of the Company for the financial year ended March 31 2016, together with the Reports of the Board of Directors and the Auditors thereon; andb) Audited Consolidated Financial Statements of the Company for the financial year ended March 31 2016 along with the Report of the Auditors thereon.



Declaration of Dividend for the financial year 2015-16.



Re-appointment of Mr. Kishor A. Chaukar as a Director.



Re-appointment of Mr. Saurabh Kumar Tiwari as a Director.



Ratification of appointment of Statutory Auditors.



Shareholder


Management

recommendation


)


1/Aug/16 AGM Management Ratification of Cost Auditor’s Remuneration. For Abstain Due to administrative reasons, voting could not get casted

2/Aug/16 JM FINANCIAL LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

2/Aug/16 JM FINANCIAL LTD AGM Management Declare final dividend. For FOR

2/Aug/16 JM FINANCIAL LTD AGM Management For FOR







2/Aug/16 AGM Management For ABSTAIN Not sufficient information to take a call.


2/Aug/16 AGM Management Appointment of Auditors For FOR Reputed auditor and hence we are ok.





2/Aug/16 AGM Management For FOR Reputed auditor and hence we are ok.




3/Aug/16 AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.



3/Aug/16 AGM Management For FOR Reputed auditors and hence we are ok with the same.



Re-appointment of Mr. Vinod Kumar as Managing Director and Group CEO and fixing of his remuneration.




Adoption of the Standalone and Consolidated Audited Financial Statements including the Balance Sheet as at March 31, 2016, together with the reports of the Board of Directors and the Auditors thereon.


The total dividend for the year is Rs. 1. 45 per share and payout is 122. 0%. Over the past three years, the company has paid dividend out of its reserves.


Appointment of a Director in place of Mr. Nimesh Kampani (DIN: 00009071), who retires by rotation and being eligible, offers himself for re-appointment.

Nimesh Kampani is the founder and Chairperson of the JM Financial Group. He retired by rotation and his reappointment is in line with all the statutory requirements.


Ratification of appointment of M/s. Khimji Kunverji & Co., as the Statutory Auditors of the Company and authorise the Board to fix their remuneration.

Reputed auditors and hence we are ok. Our discussion with mgmt. Indicate, a change in auditor for the next Financial year is being considered.


Appointment of Mr. Vishal Kampani (DIN: 00009079) as a Non-executive Director of the Company liable to retire by rotation.

Vishal Kampani is the Managing Director of JM Financial Products Limited. His appointment is in line with all the statutory requirements.


Payment of commission to Non-executive Directors.

The cumulative commission paid to non-executive directors over the last three years has been 1. 0% of standalone net profit. As a good governance practice, companies must cap the absolute amount of short term incentives payable to board members.


Issue of Redeemable Non-Convertible Debentures for an amount aggregating upto ` 1,000 Crore.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. The company’s long term NCD issuances and bank facilities are rated CRISIL AA/Stable.


Approval to enter into transactions with JM Financial Credit Solutions Limited, which is a related party, from time to time.

JM Financial is a Core Investment Company. The company makes investments/lends fund in/to its group and partnership companies depending upon the fund requirements of the operating companies. JM Financial’s long term debt is rated CRISIL AA/Stable; it takes advantage of its relatively stronger credit rating to borrow from the market and onward lends to its subsidiaries, keeping a spread of up to 1%. This reduces the overall cost of borrowing for the group. In FY16, the company undertook transactions aggregating Rs. 1. 47 bn with JMCSL.


Approval to enter into transactions with JM Financial Asset Reconstruction Company Private Limited, which is a related party, from time to time.

JM Financial is a Core Investment Company. The company makes investments/lends fund in/to its group and partnership companies depending upon the fund requirements of the operating companies. JM Financial’s long term debt is rated CRISIL AA/Stable; it takes advantage of its relatively stronger credit rating to borrow from the market and onward lends to its subsidiaries, keeping a spread of up to 1%. This reduces the overall cost of borrowing for the group. In FY16, the company undertook transactions aggregating Rs. 2. 42 bn with JMARC.


TEAM LEASE SERVICES LIMITED

Adoption of financial statements (including the consolidated financial statements)



Appointment of Mr. Ashok Kumar Nedurumalli as a director liable to retire by rotation

Ashok Kumar Nedurumalli is promoter and co- founder of the company. He was appointed as the Managing Director of the company in the 2015 AGM by the shareholders. He retires by rotation and his reappointment is in line with the statutory requirements.




TECH MAHINDRA LTD

Adoption of Financial Statements and Reports of the Board of Directors and Auditors thereon for the year ended 31st March, 2016.


TECH MAHINDRA LTD

Adoption of Consolidated Financial Statements and Reports of the Auditors thereon for the year ended 31st March, 2016.


TECH MAHINDRA LTD

Declaration of dividend for the financial year ended 31st March, 2016.

The dividend per share doubled to Rs. 12 per share in FY16 from Rs. 6 in FY15 following the margin improvement. The dividend payout ratio increased to 43. 5% from 30. 9% (on standalone basis).


TECH MAHINDRA LTD

Re-appointment of Mr. C. P. Gurnani (DIN : 00018234), as Director of the Company.

C. P. Gurnani (DIN: 00018234) is the MD & CEO of Tech Mahindra. His reappointment as director liable to retire by rotation is in line with all statutory requirements.


TECH MAHINDRA LTD

Appointment of M/s. Deloitte Haskins & Sells LLP as Auditors.


TECH MAHINDRA LTD

Appointment of Mr. Vineet Nayyar (DIN: 00018243), as Director of the Company.

Vineet Nayyar (DIN: 00018243) retired as the Executive Vice Chairperson of Tech Mahindra on 9 August 2015. He was appointed as Non-Executive, Non-Independent Vice-Chairperson from 10 August 2015. His appointment is in line with all statutory requirements.


TECH MAHINDRA LTD

Appointment of Mr. V. S. Parthasarathy (DIN: 00125299), as Director of the Company.

V. S. Parthasarathy (DIN: 00125299) is the Group CFO & CIO of the Mahindra Group. His appointment as Non-Executive, Non-Independent Director is in line with all statutory requirements.


TECH MAHINDRA LTD

Approval and Adoption of new Articles of Association of the Company.

With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles. The new AoA is available on the company’s website.


CADILA HEALTHCARE LTD

Adoption of Financial Statements [including consolidated financial statements] for the year ended on March 31, 2016.



Confirmation of Interim Dividend declared and paid as final dividend.

The total dividend (including dividend tax) amounts to Rs. 3. 9 bn. The dividend payout ratio has decreased to 19. 6% in FY16 from 23. 4% in FY14. Shareholders should engage with the company to pay more.



Reappointment of Dr. Sharvil P. Patel, Deputy Managing Director retiring by rotation.

Dr. Sharvil Patel, 38, is the Deputy Managing Director and promoter of the company. His reappointment is in line with all statutory requirements.



Ratification of appointment of Statutory Auditors and to fix their remuneration.



Shareholder


Management

recommendation


)




3/Aug/16 AGM Management Ratification of remuneration to Cost Auditors. For FOR



3/Aug/16 AGM Management For ABSTAIN Insufficient information to take a call.

3/Aug/16 AGM Management For ABSTAIN Insufficient information to take a call.

3/Aug/16 AGM Management To declare dividend on equity shares. For FOR






3/Aug/16 LUPIN LTD AGM Management For ABSTAIN Not sufficient information to take a call.

3/Aug/16 LUPIN LTD AGM Management For ABSTAIN Not sufficient information to take a call.

3/Aug/16 LUPIN LTD AGM Management For FOR







Re-appointment of Mr. Pankaj R. Patel as Chairman and Managing Director of the Company.

Pankaj Patel is the Chairperson and Managing Director and the company’s promoter. His present term of five years expires on 31 August 2016. He has been the Managing Director since 1 September 1996. The company has clarified that his proposed remuneration can be up to 5% of the net profits. His FY16 remuneration of Rs. 180. 0mn is 600x the median employee remuneration. The remuneration terms for Pankaj Patel are open-ended as there is no cap (in absolute terms) on the overall pay. Also, his remuneration is high compared to industry peers. Notwithstanding, we observe that his pay is in line with the overall performance of the company. We expect the company will be prudent while paying his remuneration and that it will be commensurate with size and performance in thefuture.



Appointment of Mr. Apurva S. Diwanji as an Independent Director of the Company.

Apurva Diwanji was previously on the board for 11 years up to December 2014. Since a cooling off period of three years is not complete, we consider him as nonindependent.



Payment of commission to Directors other than Managing Director, Deputy Managing Director or Whole time Director.

In FY16, commission to non-executive directors aggregated Rs. 8. 4 mn which was 0. 4% of the standalone profit after tax, which is reasonable.



Payment to cost auditors for FY17 aggregates Rs. 1. 2 mn (plus applicable taxes and out of pocket expenses), which is commensurate to the size of the company.



Issue of securities through Qualified Institutional Placement/Foreign Currency Convertible Bonds, etc.

The maximum potential dilution is estimated to be 23. 5% (including the green shoe option). The company has taken similar approvals in the past, but has not issued securities during the validity period of the approval. The company has periodically indicated that it is open to acquisitions. This appears to be an enabling resolution. However, since the estimated dilution is high, we expect companies to clearly state the reasons for raising funds.



Issue of Secured/Unsecured Redeemable Non-convertible Debentures/Bonds.

The non-convertible debentures will be carved out of the approved borrowing limits.


ENTERTAINMENT NETWORK INDIA LIMITED

Adoption of the audited financial statements of the Company for the financial year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon.



Adoption of the audited consolidated financial statements of the Company for the financial year ended March 31, 2016 and the Report of the Auditors thereon.



The dividend per share has remained flat at Re. 1 in FY16. The overall payout ratio for FY16 amounted to 5. 7%.



Re-appointment of Mr. Vineet Jain (DIN: 00003962) as a Director, liable to retire by rotation.

Vineet Jain is the promoter of the company. His reappointment is in line with the statutory requirements.



Ratification of appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004), as the Auditors of the Company and to authorize the Board of Directors to fix their remuneration.

S. R Batliboi replaced Price Waterhouse & Co. As the statutory auditor in FY15 and was appointed for a term of five years. The ratification of their appointment is in line with the statutory requirements.



Ratification of remuneration payable to the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010).

The total remuneration of Rs. 0. 45 mn proposed to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of operations.



Reappointment of Mr. Prashant Panday – Managing Director & CEO (DIN: 02747925)

His proposed remuneration of ~Rs. 40 mn is in line with peers of similar size and commensurate with the size and scale of operations.



Payment of remuneration to non – executive directors

The company has si non-executive directors on the board who are eligible to receive commission. Based on FY16 standalone profits, this amounts to an average of Rs. 1. 6 mn per director. In the past however, the payouts have been much lower (total commission of Rs. 1. 8 mn in FY16) and we expect similar payouts in the next few years. However, as a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non-executive directors.


Adoption of the Standalone audited financial statements including Balance Sheet as at March 31, 2016, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the reports of the Board of Directors and Auditors thereon.


Adoption of the Consolidated audited financial statements including Balance Sheet as at March 31, 2016, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the report of the Auditors thereon.


Declaration of dividend at ` 7.50 per equity share for the year ended March 31, 2016.

The total dividend (including dividend tax) amounts to Rs. 4. 1 bn. The dividend payout ratio has decreased to 14. 1% in FY16 from 16. 9% in FY15.


Appointment of Mr. Nilesh Gupta as a director, who retires by rotation and being eligible, offers himself, for re-appointment.

Nilesh Gupta, 42, is the Managing Director and promoter. He retired by rotation and his reappointment is in line with all statutory requirements.


Appointment of BSR & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for a term of five years from the conclusion of the 34th AGM till the conclusion of the 39th AGM subject to ratification of their appointment by the Members at every Annual General Meeting and to fix their remuneration.

BSR & Co. LLP is part of the KMPG network. The appointment is in line with statutory requirements and our voting policy.


Appointment of Mr. Ramesh Swaminathan as Chief Financial Officer and Executive Director.

Ramesh Swaminathan, 50, joined Lupin in July 2007 as President – Finance and Planning. The company proposed to appoint him as Chief Financial Officer and Executive Director effective 27 October 2015. He was paid Rs. 23. 4 mn for the period 27 October 2015 to 31 March 2016. This was 209x the median employee remuneration for FY16. His proposed remuneration is estimated at Rs. 55. 4 mn (including the value of stock options). Ramesh Swaminathan is a professional and his proposed remuneration is commensurate with the size and complexity of his responsibilities. Also, his proposedremuneration is comparable to that of peers in the same industry and other industries.


Appointment of Mr. Jean-Luc Belingard as an Independent Director.

Jean-Luc Belingard, 67, is the Chairman of BioMerieux SA, a multinational biotechnology company. His appointment is in line with all statutory requirements.



Shareholder


Management

recommendation


)


4/Aug/16 ARVIND LTD AGM Management For ABSTAIN Insufficient information to take a call.

4/Aug/16 ARVIND LTD AGM Management For FOR


4/Aug/16 ARVIND LTD AGM Management For FOR Reputed auditors and hence we are ok with the same.



4/Aug/16 ARVIND LTD AGM Management For FOR The NCDs will be within the approved borrowing limits.

4/Aug/16 BATA INDIA LIMITED AGM Management For ABSTAIN Insufficient data to take a call.

4/Aug/16 BATA INDIA LIMITED AGM Management For FOR


4/Aug/16 BATA INDIA LIMITED AGM Management For FOR Reputed auditors and hence we are ok.









4/Aug/16 CUMMINS INDIA LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

4/Aug/16 CUMMINS INDIA LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

4/Aug/16 CUMMINS INDIA LTD AGM Management For FOR

4/Aug/16 CUMMINS INDIA LTD AGM Management For ABSTAIN

4/Aug/16 CUMMINS INDIA LTD AGM Management For ABSTAIN




Ratifying the remuneration payable to Mr. S. D. Shenoy, Cost Auditor, for conducting cost audit for the year ending March 31, 2017.

Payment to cost auditors for FY17 aggregates Rs. 0. 6 mn (plus applicable taxes and out of pocket expenses), which is commensurate to the size of the company.


Ordinary Resolution for adoption of Audited Financial Statements including Consolidated Financial Statements for the financal year 31st March, 2016 and Reports of Directors and Auditors thereon.


Ordinary Resolution for declaration of dividend on equity shares.

The dividend per share has decreased to Rs. 2. 4 in FY16 from Rs. 2. 6 in FY15. However, the payout ratio has increased to 23. 4% in FY16 from 20. 9% in FY15, due to decrease in standalone net profit.


Ordinary Resolution for re-appointment of Mr. Kulin Lalbhai as Director of the Company, liable to retire by rotation.

Kulin Lalbhai is part of the promoter family and is the Executive Director of the company. He retired by rotation and his reappointment is in line with the statutory requirements.


Ordinary Resolution for appointment of Sorab S. Engineer & Co., Chartered Accountants as Auditors of the Company and fixing their remuneration.


Ordinary Resolution for Ratification of the remuneration of M/s. Kiran J. Mehta & Co., Cost Accountants for the financial year ending 31st March, 2017.

The board had approved the appointment of Kiran J. Mehta & Co as cost auditors for FY17 for a total remuneration of Rs. 375,000 (excluding service tax and reimbursement of out-of-pocket expenses). The proposed remuneration is reasonable.


Special Resolution for re-appointment of Mr. Sanjay Lalbhai as Chairman and Managing Director of the Company for a period of five years from 1st April, 2017 to 31st March, 2022 and remuneration payable to him.

Sanjay Lalbhai’s proposed annual remuneration at Rs. 84. 1 mn from April 2017 onwards. His remuneration is higher than company performance, but a large component of the remuneration is linked to profits. Additionally, his remuneration is comparable to peers and commensurate with the size and complexity of the business. The terms of his remuneration are open-ended and there is no cap (in absolute terms) on the overall pay. However, we believe that the company will remain prudent and pay him remuneration that commensurate with the performance of the company in the future.


Special Resolution for approval of offer and invitation to subscribe to Non-convertible Debentures on private placement basis upto ` 500 crores


To receive, consider and adopt the audited financial statements of the Company for the financial year endedMarch 31, 2016 (both Standalone and Consolidated basis), together with the Reports of the Auditors thereon andthe Board’s Report


To declare a Dividend for the financial year ended March 31, 2016. The Board recommended a Dividend of Rs. 3.50/- per Equity Share of Rs. 5/- each, fully paid-up

The dividend per share has moved up from Rs. 3. 25 to Rs. 3. 5 in FY16. Consequently, the payout ratio has improved from 21. 1% to 25. 2%.


To appoint a Director in a place of Mr. Shaibal Sinha (DIN: 00082504), who retires by rotation and being eligible, offer himself for re-appointment

Shaibal Sinha is a former Executive Director of Bata India. His reappointment is in line with the statutory requirements.


To re-appoint M/s S.R Batliboi & Co LLP the auditors & to fix their remuneration


Appointment of Mr. Christopher MacDonald Kirk as a Director of the Company, liable to retire by rotation

Christopher MacDonald Kirk is the Chairperson of Compass (promoter entity). His appointment is in line with the statutory requirements.


Re-appointment of Mr. Rajeev Gopalkrishnan as the Managing Director of the Company and fixing his remuneration

Rajeev Gopalakrishnan’s remuneration has grown faster than the company’s performance in the past. Notwithstanding, his proposed remuneration of Rs. 45. 6 mn is comparable to peers and commensurate with the size and scale of operations.


Appointment of Mr. Ram Kumar Gupta as a Director of the Company

Ram Kumar Gupta is being appointed as Director (Finance). His appointment is in line with the statutory requirements.


Appointment of Mr. Ram Kumar Gupta as a Wholetime Director of the Company and fixing his remuneration

His proposed remuneration of Rs. 16. 3 mn is in line with peers and commensurate with the size and scale of operations.


RAMCO CEMENTS LIMITED

Adoption of Financial Statements for the year ended 31st March 2016



Reappointment of Shri.P.R.Ramasubrahmaneya Rajha, as Director



Reappointment of M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants, and M/s.CNGSN & Associates LLP, Chartered Accountants, as Auditors



Reappointment of Shri.P.R.Ramasubrahmaneya Rajha as the Chairman & Managing Director


Adoption of the audited standalone financial statement of the Company for the Financial Year ended March 31, 2016, the reports of the Board of Directors and Auditors thereon


Adoption of the audited consolidated financial statement of the Company for the Financial Year ended March 31, 2016 and the reports of the Auditors thereon


Approval of final dividend for the Financial Year ended March 31, 2016 and to ratify the interim dividend paid in February 2016

In addition to interim dividend of Rs. 5. 0 per share, Cummins India Ltd. Proposes to pay final dividend of Rs. 9. 0 per share (FV Rs. 2. 0). The total dividend for the year is Rs. 14. 0 per share (unchanged from FY15) and the pay-out ratio is ~62. 3%.


Appointment of a director in place of Mr. Mark Smith, who retires by rotation and being eligible, seeks re-appointment

These are internal management decisions and as outsiders we have insufficient information to take a call on such policies of the group regarding Cummins India.


Appointment of a director in place of Mr. Casimiro Antonio Vieira Leitao, who retires by rotation and being eligible, seeks re-appointment

These are internal management decisions and as outsiders we have insufficient information to take a call on such policies of the group regarding Cummins India.


Appointment of Auditors to hold office from the conclusion of this Fifty-Fifth Annual General Meeting till the conclusion of Company’s Sixtieth Annual General Meeting

The company proposes replace the current auditors Price Waterhouse & Co (tenure of 14 years) with S R B C & Co LLP (of the Ernst & Young Group). The appointment will be for five years with a ratification each year. The appointment is in line with our Voting Policy and the spirit of Section 139 of the Companies Act 2013.


Determination of remuneration payable to the Cost Auditors of the Company

Remuneration of Rs. 0. 9 mn to be paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.



Shareholder


Management

recommendation


)

4/Aug/16 CUMMINS INDIA LTD AGM Management Approval on material related party transaction For FOR

4/Aug/16 CUMMINS INDIA LTD AGM Management Approval on material related party transaction For FOR




4/Aug/16 AGM Management For ABSTAIN





4/Aug/16 NELCAST LIMITED AGM Management For ABSTAIN Insufficient information to take a call.

4/Aug/16 NELCAST LIMITED AGM Management For FOR


4/Aug/16 NELCAST LIMITED AGM Management For FOR Reputed auditors and hence we are ok with the same.






4/Aug/16 AGM Management For FOR Reputed auditors and hence we are ok.





Cummins India proposes to sell internal combustion engines, their parts and accessories amounting to Rs. 14. 0 bn to Cummins Ltd, UK. The proposed transaction is ~28% of total income and 44% of the networth of Cummins India for FY16. We note that the company has sold goods (including engines and related accessories) of around Rs. 5. 8 bn and Rs. 6. 9 bn to Cummins Ltd, UK in FY16 and FY15 respectively. As the transaction is over 20% of networth of the company, the company needs to take shareholders’ approval in order to ensure compliance with Regulation 23 of SEBI’s (LODR) Regulations 2015. The transactions are in the ordinary course of business and will be at arm’s length.


Cummins India proposes to purchase of B and L series internal combustion engines, parts and accessories amounting to Rs. 12. 5 bn from Tata Cummins Pvt. Ltd on arm’s length basis. The proposed transaction is ~25% of total income and 39% of networth of Cummins India for FY16. We note that the company had purchases from TCPL of around Rs 5. 7 bn and Rs 4. 1 bn in FY16 and FY15 respectively. As the transaction is over 20% of networth of the company, the company needs to take shareholders’ approval in order to ensure compliance with Regulation 23 of SEBI’s (LODR) Regulations 2015. The transactions are in the ordinary course of business and will be at arm’s length.


Revision in remuneration of Mr. Anant J. Talaulicar, Managing Director

Anant J. Talaulicar’s remuneration in the past (Rs 3. 02 mn in FY16) was low compared to the size and performance of Cummins India. In order to benchmark his pay to industry peers the company is proposing to revise his remuneration to ~Rs. 65 mn, The proposed remuneration is commensurate with that of peers and to the size and complexity of the business. However, on account of being granted long term incentives (the quantum of which have not been disclosed) from Cummins Inc, we observe that part of his remuneration structure is aligned with the performance of the global parent and not of Cummins India.


IGARASHI MOTORS INDIA LTD

To receive, consider and adopt the Audited Financial Statements for the fi nancial year ended March 31, 2016, and the Reports of the Board of Directors and Auditor’s Report thereon



To confirm the payment of interim dividend and to declare a final dividend of Rs..1.50 per equity share for the financial year ended March 31, 2016

The total dividend outflow including dividend tax for the year is ~Rs. 203 mn. The dividend payout ratio for the year is ~32 %. The company has steadily increased dividend per share over the past three years.



To appoint a Director in place of Mr. Keiichi Igarashi (DIN : 00356779) who retires at this meeting and is eligible for re-appointment

As the original co-promoter of the company, igarashi Group has supported the company in the past. However, the attendance record of Mr. Keiichi Igarashi should be more consistent.



To appoint Auditors M/s. Sharp &Tannan, and to fix their remuneration

Sharp & Tannan have been the company’s statutory auditors for the past 18 years. The re-appointment of Sharp & Tannan is neither in line with our Voting Policy on Auditor Rotation nor does it follow the spirit of Section 139 of the Companies Act 2013.



Mr. Akhil Awasthi (DIN: 00148350), be and is hereby appointed as Director of the Company whose period of offi ce liable to determination by retirement by rotation

Akhil Awasthi, 50, is Managing Partner, Tata Capital Growth Fund. He is a promoter nominee liable to retire by rotation and his appointment is in line with statutory requirements.



Mrs. Eva Maria Rosa Schork (DIN: 07159550), be and is hereby appointed as Director of the Company whose period of offi ce liable to determination by retirement by rotation

Eva Maria Rosa Schork, 51, is MD, Igarashi Motoren GmbH. She is a promoter nominee liable to retire by rotation and her appointment is in line with statutory requirements.



M/s.B S R & Co. LLP, to be appointed as Auditors of the Company for the fi nancial years 2017-18 to 2021-22, are hereby authorised to do the Limited Review of the quarterly/half yearly or such intervals as may be prescribed by SEBI

The company has clarified that this is being done to ensure that BSR & Co LLP can issue the limited review report for the quarterly or half-yearly period starting FY18: Sharp & Tannan, the current auditors will retire on 31 March 2017 in order to comply with the provisions of Section 139 of the Companies Act, 2013. Further, the company will formally appoint BSR & Co LLP as statutory auditors in the 2017 AGM for the five-year period from FY18 to FY22.


To Receive, Consider and Adopt the Audited Financial Statements of the Company, Auditors Report and Directors Report for the year ended 31st March 2016


To declare Dividend for the financial year 2015-16

The total dividend outflow including dividend tax for the year is ~Rs. 83. 8 mn. The dividend payout ratio for the year is ~26%. The company has steadily increased dividend per share over the past three years.


To appoint a Director in the place of Mr. P. Deepak, who retires by rotation and being eligible offers himself for re-appointment

P Deepak, 31, is part of the promoter family and is the Managing Director of Nelcast Ltd. He retires by rotation and his re-appointment is in line with statutory requirements.


To ratify the appointment of M/s. REDDY A V & CO Chartered Accountants as Auditors and to determine their remuneration


To ratify the Remuneration paid to Cost Auditors of the Company



TAJ GVK HOTELS AND RESORTS LTD

Adoption of Accounts for the year ended 31.03.2016



To consider and declare dividend on the Equity Shares for the financial year ended March 31, 2016.

The company proposes to pay a final dividend of Rs. 0. 40 per share of face value Rs. 2. 0 for the year ended 31 March 2016. The total dividend payout (including dividend distribution tax) for FY16 aggregates to Rs. 30. 2 mn. The payout ratio for FY16 was 35. 8% (Nil in FY15).



Appointment of Dr. GVK Reddy as a director retiring by rotation

Dr. GVK Reddy is the promoter chairperson. He retires by rotation and his reappointment is in line with statutory requirements.



Appointment of Mr. Anil P Goel as a director retiring by rotation

Anil Goel is the Executive Director – Finance of Indian Hotel Company Limited (IHCL), part of the promoter group and manages the Taj Group of Companies. He retires by rotation and his reappointment is in line with statutory requirements.



Appointment of M/s. Brahmayya & Company, Chartered Accountants as Auditors and fix their remuneration for the year ending 31st March, 2017.



Appointment of Mr. Rajendra Misra as a Non- Executive Non-Independent Director

Rajendra Misra is the General Counsel for the Taj Group of Companies. He is a representative of IHCL. His appointment is in line with all statutory requirements.



Approval of the excess remuneration paid to Managing Director

Ms. Indira Krishna Reddy is part of the promoter family. Her FY16 remuneration aggregated Rs. 27. 5mn, which was 86. 4x the median employee remuneration. However, the profits in FY16 were inadequate to support this remuneration, because of which the company seeks shareholder approval. While Ms. Indira Krishna Reddy’s remuneration is higher than some industry peers, her remuneration is reasonable in absolute terms and is commensurate with the size and scale of the operations.



Approval of the excess remuneration paid to Executive Director

Ms. Shalini Bhupal is part of the promoter family. Her aggregate remuneration in FY16 was Rs. 16. 6mn, which is comparable to peers, and reasonable in absolute terms given the size and scale of operations.



Shareholder


Management

recommendation


)


















5/Aug/16 BHARAT FORGE LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

5/Aug/16 BHARAT FORGE LTD AGM Management For FOR







To consider and approve to the change in the Registrar and Share Transfer Agent of the company from M/s Karvy Computer share Private Limited to M/s Venture Capital and Corporate Investments Pvt. Limited , Hyderabad

The company changed its RTA to Venture Capital and Corporate Investments Pvt. Limited from Karvy Computer share Private Limited with effect from 10 December 2015. The company seeks shareholder approval to keep the registers and other documents at the registered office of Venture Capital and Corporate Investments Pvt. Limited in Hyderabad. The documents will be maintained within the same city where the registered office is located. We believe that this will not inconvenience shareholders.


3M INDIA LTD BANGALORE SHS DE

Adoption of Financial Statements for the year ended March 31, 2016.



Re-appointment of Mr. Ramesh Ramadurai, who retires by rotation.

Ramesh Ramudarai is the Business Director, 3M Industrial Business. He was appointed on the board on 27 March 2015. He attended only 20% of the board meeting held in FY16. We expect directors to take their responsibilities seriously and attend all board meetings. The company can consider appointing an Alternate Director to Ramesh Ramadurai.



Appointment of Messrs. BSR & Co. LLP, Chartered Accountants, Bengaluru (ICAI Firm Registration No. 101248W/W-100022), Bengaluru- 560071), as Auditors for a period five (5) years and fixing their remuneration.

BSR & Co is replacing the outgoing auditor, Lovelock & Lewes, from FY17. Their appointment is in line with the statutory requirements.



Appointment of Ms. Radhika Rajan as an Independent Director.

Ms Radhika Rajan is head of DSP Investments and the former President of TCG Advisory. Her reappointment is in line with the statutory requirements.



Ratification of remuneration payable to Messrs. Rao, Murthy & Associates, Cost Auditors for FY 2016-17.

The total remuneration of Rs. 0. 43 mn proposed to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of operations.



Appointment of Ms. Debarati Sen as Director of the Company

Ms. Debarati Sen is being appointed as the Managing Director. Her appointment is in line with the statutory requirements.



Appointment of Ms. Debarati Sen as Managing Director of the Company.

Her proposed remuneration of ~Rs. 62 mn (including stock options) is in line with peers of similar size and is commensurate with the size and scale of operations. However, on account of being granted long term incentives from 3M Company, USA, we observe that part of her remuneration structure is aligned with the performance of theglobal parent and not that of 3M India.



Approval of Material Related Party Transactions for the year 2016-17 with 3M Company, USA.

The proposed related party transactions include royalty and related fees (Rs. 975 mn),which have grown disproportionately in the last seven years compared to the growth inrevenues and profits. Such fees amounted to 4% of revenues and 42% of PAT in FY16, which is high compared to other companies.



Payment of remuneration by way of Commission to Non-Executive Directors of the Company for five (5) financial years commencing from the Financial Year April 01, 2016.

The company has seven non-executive directors on the board who are eligible to receive commission. Based on FY16 standalone profits, this amounts to an average of Rs. 285 mn per director. In the past however, the payouts have been much lower (total commissionof Rs. 4. 5 mn in FY16) and we expect similar payouts in the next few years. However, as a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non-executive directors.


AEGIS LOGISTICS LTD

Consider and adopt:a. Audited Financial Statement, Reports of the Board of Directors and Auditors thereonb. Audited Consolidated Financial Statements and Report of Auditors thereon


AEGIS LOGISTICS LTD

Confirmation of Interim Dividend paid on equity shares for the year 2015-16 as final dividend

Aegis Logistics Limited (Aegis) has paid three interim dividends aggregating Rs. 0. 9 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 361. 8 mn. The dividend payout ratio for FY16 is 67. 2%.


AEGIS LOGISTICS LTD

Appointment of Mr. Anil Kumar Chandaria, who retires by rotation

As part of core promoter group, his involvement in the company will be fairly intense. In our next meeting with the management, we will bring out this issue.


AEGIS LOGISTICS LTD

Ratify the appointment of Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors and fixing their remuneration

Reputed Auditors but management should comply with the spirit of the companies act and change auditors as they are more than 10 years old.


AEGIS LOGISTICS LTD

Appointment of Ms. Poonam Ravi Kumar as an Independent Director

Ms. Poonam Kumar is founder Chairperson of Mega Ace Consultancy, a management consulting firm. She was appointed as an Additional Director with effect from 11 August 2015. Her appointment is in line with the statutory requirements.


AEGIS LOGISTICS LTD

Appointment of Mr. Raj Kishore Singh as a Director

Raj Kishore Singh is former Chairperson & Managing Director of Bharat Petroleum Corporation Limited (BPCL). He was appointed as an Additional Director with effect from 10 March 2016. His appointment is in line with the statutory requirements.


AEGIS LOGISTICS LTD

Service of Documents to the members of the Company

We recognize that there is a cost associated with sending a requested document to a shareholder. However, this might become a deterrence for shareholders to seek information. We also highlight that the company has not specified the amount that will be charged.


To consider and adopt:a. Audited financial statement for the year ended March 31, 2016 and the reports of the Board of Directors and Auditors thereon; andb. Audited consolidated financial statement for the year ended March 31, 2016.


Confirm the payment of 1st & 2nd interim dividend and to declare a final dividend on Equity Shares.

The total dividend outflow including dividend tax for the year is ~Rs. 2. 1 bn. The dividend payout ratio for the year is ~30%. The company has maintained a dividend ratio of ~30% over the past three years.


Re-appointment of Mr. B. P. Kalyani (DIN: 00267202) as a Director, who retires by rotation and being eligible, offers himself for re-appointment.

BP Kalyani, 53, has been an Executive Director on the board of Bharat Forge Ltd since May 2006. He is responsible for the Close Die Forge Division. He retires by rotation and his re-appointment is in line with statutory requirements.


Re-appointment of Mr. P. C. Bhalerao (DIN: 00037754) as a Director, who retires by rotation and being eligible, offers himself for re-appointment.

PC Bhalerao, 66, is a Former Executive Director of the Kalyani Group. He retires by rotation and his re-appointment is in line with statutory requirements.


Appointment of M/s. S R B C & CO LLP as Statutory Auditors of the Company.

The ratification is in line with our Voting Policy on Auditor Rotation and complies with the requirements of section 139 of the Companies Act 2013.


Re-appointment of Mr. B. P. Kalyani (DIN: 00267202) as the Executive Director of the Company.

BP Kalyani’s remuneration is in line with the performance of the company. Further, his estimated FY17 remuneration of ~Rs. 47. 7 mn is in line with peers and commensurate with the size and complexity of the business. Over the last five years, over 50% of his remuneration has been performance-linked commission. As a good governance practice, companies must cap the absolute amount of remuneration payable.



Shareholder


Management

recommendation


)









5/Aug/16 AGM Management For ABSTAIN Not Sufficient information to take a call.







5/Aug/16 AGM Management Declaration of Dividend for 2015-16 For FOR






5/Aug/16 MARICO LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

5/Aug/16 MARICO LTD AGM Management For FOR


Re-appointment of Mr. S. E. Tandale (DIN: 00266833) as the Executive Director of the Company.

SE Tandale, 47, has been an Executive Director on the board of Bharat Forge Ltd since May 2006. His remuneration is in line with the performance of the company. Further, his FY17 remuneration, estimated at ~Rs. 48. 4 mn, is in line with peers and commensurate with the size and complexity of the company. As a good governance practice, companies must cap the absolute amount of remuneration payable.


Approve the remuneration of the Cost Auditors.



GLAXOSMITHKLINE CONSUMER HEALT

To consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2016 including Audited Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss for the year ended March 31, 2016 together with the Reports of the Directors and Auditors



To consider and approve the decalaration of Dividend for the year ended March 31, 2016 of Rs. 70 per equity share, as recommended by the Board of Directors

The total dividend (including dividend tax) for FY16 amounts to Rs. 3. 5 bn. Dividendpayout ratio is at 51. 6% in FY16 (47. 7% in FY15).



To appoint Statutory Auditors M/s. Price Waterhouse, Chartered Accountants and to authorise the Board of Directors to fix their remuneration

Reputed auditors, though tenure of 10 years should make it imperative for management to change the auditor in the near future as a good operating practice.



To appoint Directors in accordance with the provisions of Section 163 of the Companies Act, 2013 and Article 97 of the Articles of Association of the Company

GSKCH proposes to reappoint two whole-time and five non-executive directors under the system of proportional representation (i. E. Cumulative voting), to hold office for a term of three years.



Appointment of Mr. Vivek Anand (holding DIN: 06891864) as a Whole-time Director of the Company

GSKCH proposes to reappoint two whole-time and five non-executive directors under the system of proportional representation (i. E. Cumulative voting), to hold office for a term of three years.



Appointment of Mr. Jaiboy John Phillips (holding DIN: 01417171) as a Whole-time Director of the Company

Jaiboy John Phillips’s existing tenure is up to the date of this AGM. He was appointed to the board in January 2012 and was paid remuneration of Rs. 28. 7 mn in FY16. This was 48x the median employee remuneration for FY16. His proposed remuneration is estimated at Rs. 37. 9 mn. Jaiboy John Phillips is a professional and his proposed remuneration is commensurate with the size and complexity of his responsibilities. Also, his proposed remuneration is comparable to that of peers in the same industry and other industries. As a good practice, companies must cap the absolute amount of performance incentive.


KIRLOSKAR OIL ENGINES LTD

Adoption of Audited Standalone Financial Statements and the Consolidated Financial Statements of the Company for the Financial Year ended 31 March 2016 together with the Reports of the Directors and the Auditors thereon.



To confirm the payment of Interim Dividend as final dividend for the year ended 31 March 2016.

Aggregate dividend outflow remained constant at around Rs 0. 9 bn in the last three years. Dividend payout ratio for FY16 is 62% (61% in FY15).



Re-Appointment of Rajendra R. Deshpande who retires by rotation.

Rajendra R Deshpande (DIN – 00007439) is the Joint Managing Director of the company. His reappointment as director liable to retire by rotation is in line with all statutory requirements.



Re-Appointment of Auditors and fixing their remuneration.

Kirloskar Oil proposes to reappoint PG Bhagwat as its statutory auditors for a second term of five years. PG Bhagwat have been auditing the company’s accounts for the past five years. Their reappointment for another term of five years as statutory auditors is in line with all statutory requirements.



Appointment ofVinesh Kumar Jairath as an Independent Director.

Vinesh Kumar Jairath (DIN – 00391684) is an Ex-IAS Officer of the 1982 cadre. He was the Joint MD of Indiabulls Real Estate Ltd. Till October 2015 He served as Principal Secretary of Industries with the Government of Maharashtra till 2008. His appointment is in line with all statutory requirements.



Approval of remuneration ofthe Cost Auditors.

The approval of shareholders - for payment of Rs 750,000 as remuneration to Parkhi Limaye & Co as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.


LAKSHMI MACHINE WORKS LTD

Adoption of Annual Financial Statements for 2015-16



The company has proposed a dividend of Rs. 40 per equity share of face value Rs. 10. 0 for the year ended 31 March 2016. The payout ratio for the year is 24. 7%.



Note the retirement of Sri R Rajendran, Director by rotation

R Rajendran retired as Director Finance in February 2016. He shall retire as director in the forthcoming AGM. The vacancy created on the board will not be filled.



Appointment of Auditors and to fix the remuneration

Jagannathan & Visvanathan and Subbachar & Srinivasan have been auditing the company’s accounts for 26 years. The company proposes to replace Jagannathan & Visvanathan with Subbachar & Srinivasan as statutory auditor for a period of five years. S Krishnamoorthy will continue to be joint statutory auditors for FY17, in order to enable a smooth transition. Additionally the FY17 fees set at Rs. 2. 5 mn for both auditors is reasonable.



Payment of commission to Non-Executive Directors

The proposed remuneration of up to Rs. 10 mn per annum is significantly higher than the payout made in the previous years. However, setting a cap in absolute amounts to commission payable is a good governance practice. We believe the company will be judicious in paying commission to its Non-Executive Directors.



Re-appointment of Sri Sanjay Jayavarthanavelu as Managing Director

Till FY20, Sanjay Jayavarthanavelu will continue to be paid a remuneration of Rs. 16. 2mn as fixed pay and 2% of profits as commission. His commission will increase to 3% of profits in FY21 and FY22. His FY16 remuneration of Rs. 90. 0 mn is 170x the medianremuneration of the employees, but higher than peers. Given the high component of variable pay (75%) in the remuneration structure, Sanjay Jayavarthanavelu’s remuneration is closely linked to performance. However, as a good governance practice, we expect companies to cap the absolute amount of remuneration payable.



Confirmation of remuneration payable to Cost Auditor

Payment to cost accountant, AN Raman, for FY17 aggregates Rs. 0. 55 mn (excludingservice tax and reimbursement of out-of-pocket expenses) which is commensurate withthe size of the company.


Adoption of audited financial statements including audited consolidated financial statements of the Company for the financial year ended March 31, 2016 together with the reports of the Board of Directors and Auditors’ thereon


Confirmation of Interim Dividends declared during the financial year ended March 31, 2016.

Marico paid three interim dividends which aggregate Rs. 4. 3 per share of face value Re. 1. 0. The total dividend payout including dividend distribution tax amounts to Rs. 5. 0 bn for the year ended 31 March 2016. The dividend payout ratio for FY16 is 71. 4% (32. 0% in FY15).



Shareholder


Management

recommendation


)


5/Aug/16 MARICO LTD AGM Management For ABSTAIN


5/Aug/16 MARICO LTD AGM Management For AGAINST

5/Aug/16 MARICO LTD AGM Management For AGAINST








6/Aug/16 AGM Management For ABSTAIN Part of the promoter group.












Re-appointment of Mr. Rajen Mariwala as a Director.

Rajen Mariwala is the promoter director. He retires by rotation and his reappointment is in line with all the statutory requirements.


Ratification of the appointment of M/s. Price Waterhouse, Chartered Accountants as the Statutory Auditors of the Company.

Reputed auditors. Management should comply with the spirit of the companies act and change auditors.


Ratification of the remuneration payable to M/s. Ashwin Solanki & Associates, Cost Accountants for the financial year ended March 31, 2017.

The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the company’s operations.


Approval of the Marico Employee Stock Option Plan 2016 and granting of stock options to the eligible employees of the Company under the Plan.

The expected dilution will not be more than 0. 6%. The company’s Corporate Governance Committee (CGC) will decide the exercise price and the vesting period (subject to a maximum of 5 years). There will be individual schemes based on the grade of employees, which will have different exercise prices. At the current market price of Rs. 279. 95 per share and exercise price of Re. 1. 0 per share (face value), the total cost to the company will be Rs. 2. 2 bn. Assuming that the cost is amortized over three years the company will expense Rs. 0. 7 bn. This is ~10. 0% of FY16 net profit, which is high.


Approval of the grant of stock options to the eligible employees of the Company’s subsidiaries under the Marico Employee Stock Option Plan 2016.

The company requires shareholder approval in a separate resolution to extend the ESOP 2016 benefit to the employees/ directors of subsidiaries.


PODDAR HOUSING AND DEVELOPMENT

To consider and adopta. the audited financial statement of the Company for the financial year ended 31st March 2016, the Reports of the Board of Directors’ and Auditors’ thereon.b. the audited consolidated financial statement of the Company for the financial year ended 31st March 2016



To declare dividend on Equity Shares for the year ended 31st March, 2016.

The dividend paid has remained constant at Rs. 1. 5 per share for the last three years. The dividend payout ratio is 7. 2% for the year ended 31 March 2016.



To appoint a Director in place of Mr. Dilip J Thakkar (DIN 00007339), who retires by rotation and being eligible, offers himself, for re-appointment.

We will initiate dialogue with company to express our concern regarding the same.



To ratify the appointment of statutory Auditors and to fix their remuneration.

RS Shah & Co. Have been the company’s auditors for 18 years. We believe auditors must be rotated every ten years. The ratification is neither in line with our voting policy nor the spirit of Section 139 of the Companies Act 2013.



To pass a resolution for approval of the remuneration payable to Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31st March 2017.

As per Section 148 of Companies Act 2013, the remuneration of Rs. 0. 125 mn payable to N. P. S & Associates for the financial year ending 31 March 2017 has to be ratified by shareholders of the company. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


TECHNO ELECTRIC ENGINEERING

Consider and adopt financial statements (including consolidated financial statements) together with Directors and Auditors report for the year ended March 31, 2016.



To confirm the interim dividend and to declare final dividend for the financial year ended March 31, 2016.

The total dividend outflow including dividend tax for the year is Rs. 309. 1 mn. The dividend payout ratio for the year is ~25%. The company has steadily increased dividend per share over the past three years.



Ordinary Resolution seeking approval for re-appointment of Ms. Avantika Gupta (holding DIN: 03149138) retiring by rotation, as Director under the provisions of the Companies Act, 2013.



Ordinary Resolution seeking approval for ratification of appointment of M/s S. S. Kothari & Co. Chartered Accountants, (Firm Registration No. 302034E) as Statutory Auditors of the Company.

SS Kothari & Co have been Techno Electric’s auditors for the past 19 years. We believe auditors must be rotated once every 10 years. Their ratification is neither in line with our Voting Policy on Auditor Rotation nor does it follow the spirit of Section 139 of the Companies Act 2013.



Ordinary Resolution seeking approval for re-appointment of Mr.Padam Prakash Gupta (holding DIN: 00055954) as Managing Director u/s 196 and 203 of the Companies Act, 2013.

PP Gupta, 66, is the Promoter and Managing Director of Techno Electric. His estimated FY17 remuneration of ~Rs. 22. 9 mn is in line with peers and commensurate with the size and complexity of the company. Over the last five years, over 65% of his remuneration has been performance-linked commission. As a good governance practice, companies must cap the absolute amount of commission payable.



Ordinary Resolution for approval of remuneration to Cost Auditor.




To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended 31 March, 2016 and the Reports of the Directors and Auditors thereon



To declare dividend for the financial year ended 31 March, 2016.

The company proposes to pay a final dividend of Rs. 20. 0 per share of face value Rs. 2. 0 for the year ended 31 March 2016. The total dividend payout (including dividend distribution tax) for FY16 aggregates Rs. 2. 9 bn. The payout ratio for FY16 is 38. 4% (37% in FY15).



To appoint a Director in place of Mr. Nusli N Wadia (holding DIN: 00015731), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment

Nusli Wadia is the promoter chairperson. He retires by rotation and his reappointment is in line with all the statutory requirements. As a non-executive director Nusli Wadia received a compensation of INR 46. 9mn which is 70% of the compensation paid to the company’s CEO.



To appoint Statutory Auditors M/s. B S R & Co. LLP., be and are hereby re-appointed as Statutory Auditors of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors

BSR & Co LLP have been auditing the company’s financial statements for the past six years (since FY11). BSR & Co LLP were reappointed for a period of 5 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of BSR & Co LLP is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.


COLGATE-PALMOLIVE (INDIA) LTD

To receive, consider and adopt the Audited Financial Statements including Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss for the year ended on that date, and the Reports of the Directors and Auditors



To appoint a Director in place of Mr. Niket Ghate (DIN : 00001925), who retire by rotation and being eligible, offers himself for re-appointment

Niket Ghate is the company secretary. He retires by rotation and his reappointment is in line with all statutory requirements.



M/s. Price Waterhouse, Chartered Accountants hereby appointed as Statutory and to fix their remuneration

Reputed Auditors but management should comply with the spirit of companies act and change auditors for next year.



Shareholder


Management

recommendation


)












8/Aug/16 SRF LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

8/Aug/16 SRF LTD AGM Management For FOR


8/Aug/16 SRF LTD AGM Management For ABSTAIN






9/Aug/16 AGM Management To declare dividend on Preference Shares For FOR


9/Aug/16 AGM Management For ABSTAIN Reputed auditor, though length of appointment is an issue.




Company be & hereby approves that the regiters of members, indices of members, copies of all Annual Returns to be kept & maintained at the office of new registrar & share Transfer Agents, M/s Link InTime India Pvt Ltd, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai - 400078

The company changed its RTA to Link Intime India Private Limited with effect from 1 April 2016 as there is a SEBI order against Sharepro Services (India) Private Limited. The company seeks shareholder approval to keep the registers and other documents at the registered office of Link Intime India Private Limited in Mumbai. The documents will be maintained within the same city where the registered office is located. We believe that this will not inconvenience shareholders.


MCLEOD RUSSEL INDIA LTD

To receive, consider and adopt (a) the Audited Financial Statements of the Company for the financial year ended 31st March 2016 and the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2016 and the Report of the Auditors thereon.



Declaration of dividend for the Financial Year ended 31st March 2016.

The company proposes to declare a final dividend of Rs. 2. 0 per equity share (face value Re. 5. 0 each). The total dividend payout (including dividend distribution tax) for FY16 aggregates to Rs. 263. 5 mn: the company will pay dividend out of reserves in FY16.



Appointment of a Director in place of Mr. Brij Mohan Khaitan (holding DIN:00023771), who retires by rotation and being eligible, offers himself for re-appointment.

B. M Khaitan is the promoter chairperson. He retires by rotation and his reappointment is in line with statutory requirements.



Appointment of a Director in place of Mr. Azam Monem (holding DIN:00023799), who retires by rotation and being eligible, offers himself for re-appointment.

Azam Monem is in charge of Sales and Marketing. He retires by rotation and his reappointment is in line with statutory requirements.



Appointment of Messrs. Price Waterhouse, Chartered Accountants, as the Statutory Auditors of the Company and to authorize the Board of Directors to fix their remuneration.

Reputed auditors, though tenure of 10 years should make it imperative for management to change the auditor in the near future as a good operating practice.



Special Resolution for approval of payment of remuneration for 2015-16 and waiver of recovery of excess remuneration paid to Mr. Aditya Khaitan (DIN:00023788) as the Managing Director of the Company during the year ended 31st March 2016.

Aditya Khaitan is part of the promoter family. His FY16 remuneration aggregated Rs. 49. 7mn, and 32. 73x the executive employee remuneration. Aditya Khaitan’s remuneration is higher than industry peers and not aligned to company performance.



Special Resolution for waiver of recovery of excess remuneration paid to Mr. R. Takru (DIN:00023796) as a Wholetime Director of the Company during the year ended 31st March 2016.

Rajeev Takru has been the Whole Time Director of the company since 2005. He is a professional director with over three decades of experience in operations of Tea Estate Management. His FY16 remuneration of Rs. 19. 7 mn was in line with peers and commensurate with the size and complexity of his responsibilities.



Special Resolution for waiver of recovery of excess remuneration paid to Mr. A. Monem (DIN:00023799) as a Wholetime Director of the Company during the year ended 31st March 2016.

Azam Monem is in charge of Sales and Marketing. He is a professional director with 34 years of in tea tasting and marketing. His FY16 remuneration of Rs. 19. 8 mn was in line with peers and commensurate with the size and complexity of his responsibilities.



Special Resolution for waiver of recovery of excess remuneration paid to Mr. K. K. Baheti (DIN:00027568) as a Wholetime Director of the Company during the year ended 31st March 2016.

Kamal Kishore Baheti is the CFO. He has over 25 years of work experience. His FY16 remuneration of Rs. 19. 7 mn was in line with peers and commensurate with the size and complexity of his responsibilities.



Ratification of remuneration payable to the Cost Auditors for the year ending 31st March 2017 in terms of Section 148 of the Companies Act, 2013.

The proposed remuneration is reasonable. The company has disclosed the specific areas which will be covered by individual cost auditors and the remuneration of these activities: the disclosure and transparency regarding this resolution is good.


To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2016 along with the Reports of the Auditors’ and Board of Directors’ thereon


To appoint a Director in place of Dr Meenakshi Gopinath (DIN 00295656), who retires by rotation and being eligible, offers herself for re-election

Dr. Meenakshi Gopinath, 66, is the Founder of Women in Security, Conflict Management, & Peace (WISCOMP). Her reappointment is in line with all statutory requirements.


Appointment of auditors M/s Deloitte Haskins & Sells, of the Company

Deloitte Haskins & Sells have been auditing the company’s accounts for the past eight years. Prior to that, Thakur, Vaidyanath Aiyar & Co. Were the statutory auditors. The ratification is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.


Re-appointment of Mr Kartik Bharat Ram (DIN-00008557) as Deputy Managing Director

The company has had a consistent profit growth for several years and hence the variable component of the salary has also grown.


Ratification of Remuneration of Cost Auditors for financial year 2016-17



Commission to Non-Executive Directors, payment of a sum not exceeding 1% per annum of the net profits of the Company,

The cumulative commission paid to non-executive directors in FY16 was 0. 1% of the standalone net profit, which is reasonable. As a good governance practice, companies must cap the absolute amount of short term incentives payable to board members and specify a time period for which the approval will be valid.


Offer or invitation to subscribe to Redeemable Non- Convertible Debentures of the Company on private placement

The non-convertible debentures will be carved out of the approved borrowinglimits.


ADANI PORTS SPECIAL ECONOMIC

To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the financial year ended on March 31, 2016 and the Reports of the Board of Directors and Auditors thereon



To confirm the payment of interim dividend on Equity Shares

The total dividend outflow including dividend tax for the year is ~Rs. 2. 7 bn. The dividend payout ratio for the year is ~10%.



The company proposes a dividend of 0. 01% dividend on 0. 01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each.



To appoint a Director in place of Dr. Malay Mahadevia (DIN: 00064110), who retires by rotation and being eligible, offers himself for re-appointment

Dr. Malay Mahadevia, 53, is an Executive Director of the company and handles the marine and ports, special economic zones, health care, water supply, education, railway logistics and social infrastructure divisions of the company. He retires by rotation and his re-appointment is in line with statutory requirements.



Appointment of M/s. S R B C & CO LLP as Auditors of the Company & to fix their remuneration



Consent of the Company be and is hereby accorded for the payment of remuneration to Mr. Karan Adani, Chief Executive Officer of the Company

Relatively inexperienced though as part of the family group may have had exposure to the business in the past.



Shareholder


Management

recommendation


)




9/Aug/16 APOLLO TYRES LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

9/Aug/16 APOLLO TYRES LTD AGM Management To declare a dividend on Equity Shares For FOR

9/Aug/16 APOLLO TYRES LTD AGM Management For FOR

9/Aug/16 APOLLO TYRES LTD AGM Management For ABSTAIN





9/Aug/16 CEAT LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

9/Aug/16 CEAT LTD AGM Management For FOR



9/Aug/16 CEAT LTD AGM Management For AGAINST





To create, offer, issue and allot, from time to time in either one or more international offerings, in one or more foreign markets, in one or more tranches and/or in the course of one or more domestic offering(s) in India, such number of equity shares and/or any securities, as may be deemed appropriate by the Board in its absolute discretion, subject to compliance with all applicable laws, rules, regulations, guidelines and approvals, for an aggregate amount, not exceeding Rs. 10,000 Crores

The maximum potential dilution is estimated to be ~18. 0%. The company has taken similar approvals in the past, but has not issued securities during the validity period of the approval. However, we expect companies to clearly state the reasons for raising funds.



Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee which the Board may constitute to exercise its powers, including the powers conferred by this resolution) for making offer(s) or invitation(s) to subscribe redeemable secured/unsecured Non-Convertible Debentures (NCDs) but not limited to subordinated debentures, bonds, and/or other debt securities, etc., on a private placement basis, in one or more tranches

The issuance will be within the overall borrowing limit of the company (currently at Rs. 250 bn). However, the company has not disclosed the quantum of NCDs that it plans to issue. APSEZ’s outstanding ratings are CRISIL AA-/Negative/CRISIL A1+.



Company be and is hereby accorded to the Board of Directors of the Company, to permit Foreign Institutional Investors (FIIs)/ SEBI approved sub-accounts of FIIs/ Foreign Portfolio Investors (FPIs) by whatever name called to acquire and make investment in any manner in the equity shares of the Company up to an aggregate limit of 49% (forty nine percent) of the paid-up equity share capital of the Company

Given that the FII shareholding has seen an increasing trend in the last few years (from 10. 2% as on 31 March 2012 to 29. 0% as on 30 June 2016), the company is proposing to increase the FII holding limit from 40% to 49% of its paid-up equity share capital. The increase will enable FIIs to further invest in the company.


To, consider and adopt (a) the Audited Financial Statements of the Company for the Year ended March 31, 2016 the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the Financial year ended March 31, 2016


The total outflow on account of dividend payout is Rs. 1. 2 bn. The dividend payout ratio is 14. 4% (18. 9% in FY15).


To appoint a Director in place of Mr Robert Steinmetz (DIN: 0178792), who retires by rotation and being eligible, off ers himself for re-appointment

Robert Steinmetz is the former Chief of International Business Unit of Continental AG, Germany. His reappointment is in line with the statutory requirements.


To ratify the appointment of the auditors, and to fix their remuneration

Reputed auditors though management should comply with the spirit of companies act and change auditors for next year.


To ratify the payment of the remuneration to the Cost Auditors for the FY 2017

The remuneration of Rs. 250,000 proposed to be paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.


To Appoint General Bikram Singh (Retd) (DIN : 07259060) as an Independent Director

General Bikram Singh (Retd. ) is the former Chief of the Indian Army. His appointment is in line with the statutory requirements.


To Appoint Mr. Vinod Rai (DIN : 01119922) as an Independent Director

Vinod Rai is the former Comptroller and Auditor General of India. His appointment is in line with the statutory requirements.


To Appoint Mr. Francesco Gori (DIN: 07413105) as a Non Independent Director

Francesco Gori is the former CEO of Pirelli Tyre. His appointment is in line with the statutory requirements.


Adoption of a. the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016, together with the Report of the Auditors thereon.


Confirmation of the Interim Dividend paid by the Company, as final dividend for the financial year ended March 31, 2016.

The aggregate outgo on account of dividend is Rs. 0. 54 bn (including dividend tax). The dividend payout ratio for the year is 11. 9% (15. 2% in FY15).


Re-appointment of Mr. Arnab Banerjee (DIN: 06559516) as a Director of the Company.

Arnab Banerjee is Director – Operations of the Company. His reappointment is in line with the statutory requirements.


Ratification of the appointment of Statutory Auditors of the Company.

S R B C & Co, along with other member firms of the E&Y audit network, have been auditing the company’s accounts since FY13. The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of Listing Agreement.


Appointment of Mr. Paras K. Chowdhary (DIN: 00076807) as an Independent Director of the Company.

Paras K. Chowdhary was the company's Managing Director between January 2001 and April 2012 after which he was appointed as a Non-Executive Non-Independent director (until 8 August 2016). He is now proposed to be appointed as Independent Director with effect from 9 August 2016. We expect a three year of cooling period before being appointed as an Independent Director in the company. He is Director of the company for 15 years. We believe that the length of tenure is inversely proportionate to the independence of a director.


Ratification of remuneration payable to Messrs N. I. Mehta & Co., Cost Auditors of the Company.



Approval for making offer(s) or invitation(s) to subscribe secured/unsecured, non-convertible debentures/bonds or such other debt securities (“debt securities”) through private placement basis in one or more series/tranches, not exceeding ` 500 Crores (Rupees Five Hundred Crores only).

CEAT has a borrowing limit of upto Rs. 10 bn and its current outstanding debt on standalone basis is Rs. 6. 5 bn. IiAS had voted FOR the borrowing resolution in the AGM dated 26 September 2014. The issuance will be within the borrowing limit of the company.



Shareholder


Management

recommendation


)

9/Aug/16 DCM SHRIRAM LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

9/Aug/16 DCM SHRIRAM LTD AGM Management For FOR



9/Aug/16 DCM SHRIRAM LTD AGM Management For ABSTAIN


9/Aug/16 DCM SHRIRAM LTD AGM Management For AGAINST

9/Aug/16 GEOMETRIC LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

9/Aug/16 GEOMETRIC LTD AGM Management For FOR




9/Aug/16 GEOMETRIC LTD CCM Management For FOR

9/Aug/16 GEOMETRIC LTD EGM Management Utilisation of Securities Premium Account. For FOR

9/Aug/16 GEOMETRIC LTD EGM Management For FOR

9/Aug/16 GEOMETRIC LTD EGM Management For FOR





Consider and adopt :(a) the audited financial statements of the Company for the financial year ended 31st March, 2016, the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended 31st March, 2016


Declaration of Final Dividend and noting of Interim Dividends on Equity Shares for the F.Y. 2015-16

DCM Shriram Limited (DCM Shriram) has proposed a final dividend of Rs. 0. 8 per equity share. It has already paid two interim dividends of Rs. 1. 2 each. The total dividend outflow including dividend tax for FY16 is Rs. 625. 6 mn. The dividend payout ratio for FY16 is 17. 9%.


Re-appointment of Shri K.K. Kaul, Director who retires by rotation.

K. K. Kaul is a Whole-time Director of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


Re-appointment of Shri Sharad Shrivastva, Director who retires by rotation.

Sharad Shrivastva is a nominee of Life Insurance Corporation of India. He retires by rotation, and his reappointment is in line with the statutory requirements. He has attended 40% of the board meetings held in FY16 and 67% of the board meetings held in FY15. Although he has been on the board for two years, we expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% attendance of board meetings, over a three-year period, while voting on re-appointment of directors.


Appointment of Auditors and authority to fix their Remuneration.

Reputed auditors though management should comply with the spirit of companies act and change auditors for next year.


Ratification of Cost Auditor’s Remuneration for the F. Y. 2016 - 17.

The board has approved the appointment of Bahadur Murao & Co. And J. P. Sarda & Associates as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 0. 4 mn. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the company’s operations.


Increase in the number of maximum Directors on the Board of the Company upto 18 Directors

DCM Shriram proposes to increase the maximum directors on the board up to 18. Presently, DCM Shriram has a 13-member board. We believe that consensus on critical issues may be difficult to achieve if board size is large: 18 is a large board size.


To consider and adopt:(a) the audited financial statement of the Company for the Financial Year ended March 31, 2016, the Reports of theBoard of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the year ended March 31, 2016.


To approve the interim dividend already paid during the year, for the Financial Year 2015 - 16.

In FY16, the company paid an interim dividend of Rs. 3. 0 per equity share of face value Rs. 2 each. The total dividend (including dividend tax) amounts to Rs. 195. 0 mn. Dividend payout ratio is at 20% (26. 1% in FY15).


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

Jamshyd Godrej is the Chairperson of the company and also the Chairperson of Godrej & Boyce Manufacturing Company Limited (parent company). His reappointment is in line with all statutory requirements.


To ratify the appointment of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors for a period from the conclusion of this Annual General Meeting until the conclusion of the 23rd Annual General Meeting and to fix their remuneration.

The ratification is line with our Voting Policy on Auditor (Re)Appointments and in keeping with the provisions of section 139 of the Companies Act 2013.


To approve remuneration to the Non-Executive Directors of the Company by way of commission for each of the five financial years commencing from April 1, 2016.

The aggregate commission paid to non-executive directors in each of the past three years has increased from Rs. 7. 2 mn in FY12 to Rs. 11. 6 mn in FY16. As a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to non-executive directors.


To consider and, if thought fit, approve with or without modification(s), the following resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), provisions of Companies Act, 2013 as may be applicable, for approval of the proposed Composite Scheme of Arrangement and Amalgamation (the “Scheme”) amongst Geometric Limited (“Demerged Company” /“Transferor Company”) and HCL Technologies Limited (“Resulting Company”) and 3D PLM Software Solutions Limited (“Transferee Company”) and their respective shareholders and creditors

Geometric proposes to merge its IT enabled engineering services, product lifecycle management services and engineering design productivity softwaretools business (IT business) with HCL Tech. HCL Tech will issue 15. 2 mn equity shares to shareholders of Geodesic - valuing the IT business at Rs. 12,452 mn. Geodesic will also sell 58% stake in its joint venture to its JV partner - Dassault Systèmes (Dassault) for Rs. 4,436. 5 mn, and in exchange issue preference shares, or equity shares of 3D PLM Software Solutions Limited (58:42 JV between the company and Dassault) that will be compulsorily purchased by Dassault Systèmes. The total consideration received by the Geodesic shareholders is Rs. 16,889 mn. , 32% premium to the market capitalization of the company on the date of announcing the deal (2 April 2016). Although the consideration paid by HCL Tech to acquire the company’s IT business is at a premium to the company’s market capitalization, it is comparable with the valuation of other listed peers in the same industry. Geometric will cease to exist after these proposed transactions.


The proposal will not result in any financial outgo and does not have any operational impact.


Amendment of the ESOP Scheme 2009 – Employees, ESOP Scheme 2011, ESOP Scheme 2013 – Employees, ESOP Scheme 2013 – Directors and ESOP Scheme 2015.

If the scheme of arrangement is approved by the shareholders, the stock options granted under the company three schemes - Scheme XI ESOP Scheme 2011, Scheme XII ESOP Scheme 2013, and Scheme XIII ESOP Scheme 2013 - will have accelerated vesting period. All the stock options granted will vest before the scheme becomes effective and can be exercised by the employees up to 5 days before the effective date of the scheme. In case any stock options are not exercised by the employees, these will be exercised by this Trust from an interest free loan. The Trust (and the loan) will be later transferred to HCL Tech. The resolution is subject to approval of the scheme of arrangement between the company and HCL Tech. The scheme proposes to reward it employees for their services to the company.


Proposed compensation for Mr. Manu Parpia, Managing Director & CEO.

Manu Parpia’s contract with the company as Managing Director and CEO will be terminated if the shareholders approve the merger of the company with HCL Tech. Based on his appointment terms dated 19 May 2016, he is entitled for the compensation of Rs. 6. 5 mn in lieu of the notice (6 months fixed and basic salary) and completion bonus of Rs. 5 mn. The company also proposes to pay ex-gratia amounting to Rs. 3. 5 mn. The total compensation aggregates to Rs. 15 mn. There is no modification to his appointment terms. The proposed compensation is as per appointment agreement between him and the company.


S H KELKAR AND COMPANY LTD

Consider and adopt Standalone and Consolidated Audited Financial Statements, Reports of the Board of Directors and Auditors for the financial year ended 31 March 2016



Confirmation of Final Dividend on the Equity Shares of the Company as final dividend

S H Kelkar and Company Limited (SHK) has paid an interim dividend of Rs. 1. 5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 261. 1 mn. The dividend payout ratio for FY16 is 36. 9%.



Appointment of Mr. Amit Dalmia (DIN:05313886) as non-executive/non-independent Director, liable to retire by rotation.

Amit Dalmia is an Executive Director at Blackstone India Private Equity Ltd. He retires by rotation, and his reappointment is in line with the statutory requirements.



Shareholder


Management

recommendation


)


9/Aug/16 TATA MOTORS LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

9/Aug/16 TATA MOTORS LTD AGM Management For FOR


9/Aug/16 TATA MOTORS LTD AGM Management Ratifi cation of Auditor’s Appointment For ABSTAIN





9/Aug/16 TATA MOTORS LTD AGM Management Payment of Remuneration to the Cost Auditor For FOR





9/Aug/16 AGM Management Ratifi cation of Auditor’s Appointment For Abstain Due to administrative reasons, voting could not get casted





9/Aug/16 AGM Management Payment of Remuneration to the Cost Auditor For Abstain Due to administrative reasons, voting could not get casted









Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No.1010248W/W-100022), Chartered Accountants, as the Statutory Auditors of the Company and fix their remuneration.

SHK proposes to ratify B S R and Co as statutory auditors. B S R and Co have been SHK’s statutory auditors for the past 5 years. The ratification of B S R and Co is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.


To receive, consider and adopt(a) the Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon; and(b) the Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2016 together with the Report of the Auditors thereon


To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares

The company had not paid any dividend in FY15. In FY16, the payout ratio amounted to 31. 2% of standalone profits.


To appoint a Director in place of Mr Ravindra Pisharody (DIN: 01875848), who retires by rotation and being eligible, off ers himself for re-appointment

Ravindra Pisharody is the Executive Director (Commercial Vehicles) at Tata Motors. His reappointment is in line with the statutory requirements.


Reputed auditors though we believe that management should change auditors keeping with the spirit of the companies act.


Appointment of Mr Guenter Butschek as a Director

Guenter Butschek is being appointed as the CEO and MD of Tata Motors. He was previously the COO of Airbus and has more than 25 years of experience with the Daimler group. His appointment is in line with the statutory requirements.


Appointment of Mr Guenter Butschek as the Chief Executive Offi cer and Managing Director

Guenter Butschek is being brought in as the CEO to initiate a turnaround in the company’s performance. He will be responsible for Tata Motors India (which includes South Korea, Thailand, Indonesia and South Africa, but excludes the JLR operations), which has revenues of ~Rs. 500 bn. His proposed pay of Rs. 270-Rs. 290 mn is in line with industry peers and is commensurate with the size and scale of his responsibilities.


Re-appointment of Mr Ravindra Pisharody – Executive Director (Commercial Vehicles) and payment of remuneration

His proposed pay of upto ~Rs. 90 mn is in line with peers and commensurate with the size and scale of operations.


Re-appointment of Mr Satish Borwankar – Executive Director (Quality) and payment of remuneration

His proposed pay of upto ~Rs. 66 mn is in line with peers and commensurate with the size and scale of operations.


The total remuneration of Rs. 0. 5 mn to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of operations.


Off er or invite for Subscription of Non-Convertible Debentures on private placement basis



TATA MOTORS LIMITED DIFFERENTIAL VOTING

To receive, consider and adopt(a) the Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon; and(b) the Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2016 together with the Report of the Auditors thereon



To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares



To appoint a Director in place of Mr Ravindra Pisharody (DIN: 01875848), who retires by rotation and being eligible, off ers himself for re-appointment





Appointment of Mr Guenter Butschek as a Director



Appointment of Mr Guenter Butschek as the Chief Executive Offi cer and Managing Director



Re-appointment of Mr Ravindra Pisharody – Executive Director (Commercial Vehicles) and payment of remuneration



Re-appointment of Mr Satish Borwankar – Executive Director (Quality) and payment of remuneration





Off er or invite for Subscription of Non-Convertible Debentures on private placement basis


ADANI TRANSMISSIONS LIMITED

Adoption of audited financial statements (including consolidated financial statements) for the financial year ended 31st March, 2016 (Ordinary Resolution).



Re-appointment of Mr. Deepak Bhargava (DIN: 05247943), as a Director of the Company who retires by rotation (Ordinary Resolution).



Ratification of appointment of M/s. Dharmesh Parikh and Co., Chartered Accountants, Ahmedabad and fixing their remuneration (Ordinary Resolution).



Appointment of Mr. Gautam S. Adani as a Director (Ordinary Resolution).



Appointment of Mr. Rajesh S. Adani as a Director (Ordinary Resolution).



Shareholder


Management

recommendation


)











10/Aug/16 AGM Management Declaration of dividend on equity shares For Abstain Due to administrative reasons, voting could not get casted





10/Aug/16 AGM Management To declare dividend on equity shares. For Abstain Due to administrative reasons, voting could not get casted













Appointment of Mr. K. Jairaj as an Independent Director (Ordinary Resolution).



Appointment of Mr. V. Subramanian as an Independent Director (Ordinary Resolution).



Appointment of Dr. Ravindra H. Dholakia as an Independent Director (Ordinary Resolution).



Appointment of Ms. Meera Shankar as an Independent Director (Ordinary Resolution).



Waiver of the recovery of the excess remuneration paid to Mr. Deepak Bhargava, Whole-time Director for the Financial Year 2015-16 (Special Resolution).



Approval of offer or invitation to subscribe to Securities for an amount not exceeding H8,500 Crores (Special Resolution).



Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution).



Approval/ratification of material related party transactions entered into by the Company during the financial year ended 31st March, 2016 as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Ordinary Resolution).



Alteration of Articles of Association of the Company (Special Resolution).



To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2016





Re-appointment of Mr. Mark Chin Kok Chong (DIN: 06638569) as a Director liable to retire by rotation



Ratification of appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Gurgaon, (Registration no. 101049W) as the Statutory Auditors of the Company



Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as a Director liable to retire by rotation


HIKAL LIMITED FV INR 2

Adoption of Balance Sheet, the Profit & Loss Account and the Reports of the Board of Directors and Auditors thereon for the fi nancial year ended at March 31, 2016.





Appoint a Director in place of Mr. Baba Kalyani (DIN : 00089380), Director, who retires by rotation and being eligible, offers himself for reappointment.



Ratification of appointment of the Auditors and fix their remuneration.



Payment of Remuneration to Cost Auditors of the Company for FY 2016 -17


MAHINDRA AND MAHINDRA LIMITED

To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended 31st March, 2016 and the Reports of the Board of Directors and Auditors thereon.



Declaration of Dividend on Ordinary (Equity) Shares.



Re-appointment of Mr. S. B. Mainak (DIN: 02531129) as a Director, who retires by rotation and, being eligible, offers himself for re-appointment.



Ratification of appointment of Messrs Deloitte Haskins & Sells, Chartered Accountants, (ICAI Firm Registration Number 117364W) as Auditors of the Company until the conclusion of the Seventy- First Annual General Meeting of the Company to be held in the year 2017 and approve their remuneration.



Ratification of the remuneration payable to Messrs D. C. Dave & Co., Cost Accountants, (Firm Registration Number 000611), appointed as the Cost Auditors of the Company.



Borrow by way of securities, including but not limited to, secured/unsecured redeemable Non-Convertible Debentures and/or Commercial Paper to be issued under Private Placement basis upto Rs. 5,000 crores.



Approval for change in the place of keeping the Registers and Index of Members, Debenture Holders and other security holders, if any, and copies of Annual Returns of the Company.



Shareholder


Management

recommendation


)


























MONSANTO INDIA LIMITED

To receive, consider and adopt the audited Balance Sheet as at March 31, 2016, and the Profit and Loss Account for the year ended on that date together with the Reports of the Directors and the Statutory Auditors



To appoint a director in place of Mr. Sekhar Natarajan (DIN- 01031445), who retires by rotation and being eligible, offers himself for reappointment



Appointment of M/s Deloitte Haskins & Sells LLP, as Statutory Auditors of the Company at such remuneration and reimbursement of out of pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors



Mr. Piyush Ramesh Nagar (DIN - 02272383) be and is hereby appointed a director of the Company,



Mr. H.C. Asher (DIN 00025199), director of the Company, be and is hereby appointed as an independent director of the Company



Mr. Pradeep Poddar (DIN 00024863), director of the Company, be and is hereby appointed as an independent director of the Company



Appointment of M/s ABK & Associates, Cost Accountants, to audit cost accounting records with respect to chemical business of the Company for the financial year ending March 31, 2017 at a remuneration of Rs. 2,50,000/-


SUVEN LIFE SCIENCES LIMITED

To Consider and adopt the audited standalone and consolidated Balance Sheet as at 31st March, 2016, Statement of Profit & Loss for the year ended 31st March, 2016, Cash Flow Statement for the year ended 31st March 2016 and together with the Report of the Directors and the Auditor’s Report thereon.



To confirm the Interim Dividend paid on equity shares for the year 2015-2016 as final dividend



To appoint a director in place of Smt Sudharani Jasti, (DIN: 00277998) who retires by rotation, and being eligible, offers herself for re-appointment.



To ratify the Appointment of M/s. Karvy & Co., Chartered Accountants (Regn. No. 0017575) as the auditors of Company and fixing their remuneration


CROMPTON GREAVES CONSUMER ELEC

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2016 together with the Reports of Board of Directors and Auditors thereon.



To appoint the statutory auditors and to fix their remuneration

Reputed Auditors though we believe that the management should change auditors in the spirit of the companies act.



Appointment of Mr. Shantanu Khosla as the Director of the Company

Shantanu Khosla is the Managing Director. His appointment is in line with all statutoryrequirements.



Appointment of Mr. Shantanu Khosla as the Managing Director of the Company and approval of his remuneration

The maximum remuneration payable to Shantanu Khosla is Rs. 70. 1 mn per annum. This is broadly in-line with the remuneration paid to peers and commensurate with the size and complexities of the business.



Appointment of Mr. H. M. Nerurkar as Independent Director

HM Nerurkar is the former Managing Director of Tata Steel Limited. His appointment is in line with all statutory requirements.



Appointment of Ms. Sonia N. Das as a Director of the Company

Sonia Das leads the Secretarial and Legal function at Avantha. Her appointment is in line with all statutory requirements.



Ratification of the remuneration payable to M/s. Ashwin Solanki and Associates, appointed as Cost Auditors of the Company for period October 1, 2015 to March 31, 2016

Payment to cost accountant, Ashwin Solanki and Associates, for six months of FY16 aggregates to Rs. 0. 275 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate with the size of the company.



Payment of Commission to Non - Executive, Independent Directors of the Company

The company should stipulate a max level payable cap in Rs. Mln as payable to the independent directors rather than fixing a relative percentage of profit.


DHANUKA AGRITECH LTD

To receive, consider and adopt the Audited Standalone and Consolidated Balance Sheet of the Company as at st 31 March, 2016 along with the Standalone and Consolidated Pro?t and Loss Account for the Financial Year ended on that date and the Cash Flow Statement together with the Reports of the Auditors and Directors thereon



To confirm the payment of 1 Interim Dividend and 2 Interim Dividend on Equity Shares by the Board of Directors of the Company

Dhanuka Agritech Limited (Dhanuka) has paid two interim dividends aggregating Rs. 6. 5 per equity share (Rs. 2. 5 and Rs. 4. 0). The total dividend outflow including dividend tax for FY16 is Rs. 0. 4 bn. The dividend payout ratio for FY16 is 36. 5%.



To appoint a Director in place of Mr. M.K. Dhanuka (DIN:00628039), who retires by rotation and being eligible, offers himself for re-appointment

M. K. Dhanuka is the Managing Director. He retires by rotation, and his reappointment is in line with the statutory requirements.



To appoint a Director in place of Mr. Arun Kumar Dhanuka (DIN: 00627425), who retires by rotation and being eligible, offers himself for re-appointment

Arun Kumar Dhanuka is Director (Works). He retires by rotation, and his reappointment is in line with the statutory requirements.



To Consider and ratify appointment of M/s Dinesh Mehta & Co Chartered Accountant as a Statutory Auditors of the Company and to fix their remuneration for the financial year 2016-17

Dhanuka proposes to ratify Dinesh Mehta & Co as statutory auditors. Dinesh Mehta & Co were reappointed as the statutory auditors in FY14 AGM for a period of three years. Dinesh Mehta & Co have been Dhanuka’s statutory auditors for the past 11 years. We believe auditors must be rotated at least once every ten years. The ratification is neither in line with our Voting Policy on Auditor appointment nor does it follow the spirit of Section 139 of the Companies Act 2013.



Shareholder


Management

recommendation


)



















11/Aug/16 AGM Management Ratification of remuneration of Cost Auditors For FOR




To Consider and appoint M/s S Chander and Associates, Cost Accountants as a Cost Auditors of the Company and to fix their remuneration for the financial year 2016-17

The board has approved the appointment of S. Chander and Associates as cost auditors to audit cost accounts relating to agro-chemical manufacturing activities for FY17 on a total remuneration of Rs. 0. 2 mn plus applicable service tax and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the company’s operations.



To Consider and appoint Mr. Sachin Kumar Bhartiya (DIN: 02122147), as an Independent Director of the Company for a period of five years effect from February 9 2016.

Sachin Kumar Bhartiya is a Chartered Accountant and a partner at global private equity Lighthouse Funds. He resigned from the post of Nominee Director of 2020 Equity Investors Limited on Dhanuka’ board from 25 January 2016. The Share Subscription Agreement entered into between the company and 2020 Equity Investors Limited was terminated on 25 January 2016. Therefore, Sachin Kumar Bhartiya no longer represents the interest of a single stakeholder. His appointment as an Independent Director is in line with the statutory requirements.



To Consider and re-appoint Mr. Mridul Dhanuka (DIN: 00199441), as a Whole-Time Director of the Company for a period of five years from 24th May 2016 to 23rd May 2021 (both day Inclusive)

Mridul Dhanuka was appointed as Whole-time Director of the company at FY11 AGM for a period of five years from 23 May 2011. The reappointment of Mridul Dhanuka as Whole-time Director is in line with the statutory requirements. In FY16, the ratio of his remuneration (Rs. 21. 1 mn) to median remuneration of employees was 75. 7x. The proposed remuneration of ~Rs. 23. 5 mn is commensurate with the size and complexity of the business and is in line with the peers. The company has not provided a cap in absolute terms to the commission payable to him. He has attended 67% of the board meetings held in FY16 and 80% of the board meetings held over a three-year period. We expect directors to take their responsibilities seriously and attend all meetings.



To Consider and re-appoint Mr. Rahul Dhanuka (DIN: 00150140), as a Whole-Time Director of the Company for a period of five years from 1st May 2016 to 30th Aptil 2022 (both day Inclusive)

Rahul Dhanuka was re-appointed as Whole-time Director of the company at FY12 AGM for a period of five years from 1 May 2012. The reappointment of Rahul Dhanuka as Whole-time Director is in line with the statutory requirements. As a Marketing Director, he is responsible for national sales and marketing. In FY16, the ratio of his remuneration (Rs. 29. 6 mn) to median remuneration of employees was 106. 3x. The proposed remuneration of ~Rs. 33. 0 mn is commensurate with the size and complexity of the business and is in line with the peers. The company has not provided a cap in absolute terms to the commission payable to him. He has attended 67% of the board meetings held in FY16 and 73% of the board meetings held over a three-year period. We expect directors to take their responsibilities seriously and attend all meetings.


PAGE INDUSTRIES LTD

Adoption of Financial Statements – Ordinary Resolution


PAGE INDUSTRIES LTD

Declaration and confirmation of dividend – Ordinary Resolution

Page Industries Limited (Page Industries) proposes to pay final dividend of Rs. 24. 0 per share of FV Rs. 10. 0 for FY16. This is in addition to three interim dividends aggregating Rs. 61. 0 per share. Total dividend for FY16 aggregated Rs. 85. 0 per share. The dividend amount including the dividend tax is Rs. 1. 1 bn. The dividend payout ratio for FY16 is 49. 4% (47. 9% in FY15).


PAGE INDUSTRIES LTD

Appointment of Mr. Pius Thomas as Director – Ordinary Resolution

Pius Thomas is the CFO. He retires by rotation and his reappointment is in line with statutory requirements.


PAGE INDUSTRIES LTD

Appointment of Mr. Shamir Genomal – Ordinary Resolution

Shamir Genomal is the promoter chief strategy officer. He retires by rotation and his reappointment is in line with statutory requirements. Shamir Genomal attended only 75% of the board meetings held in FY16 – we expect directors to take their responsibilities seriously and attend all board meetings.


PAGE INDUSTRIES LTD

Appointment of Auditors – Ordinary Resolution

The appointment of SR Batliboi & Associates LLP is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act 2013.


PAGE INDUSTRIES LTD

Re-appointment of Mr. Sunder Genomal as Managing Director – Ordinary Resolution

The company proposes to reappoint Sunder Genomal as promoter MD at a proposed remuneration of ~Rs. 19. 5 mn, which is comparable to peers and commensurate with the size of the business. His FY16 remuneration of Rs. 11. 98 mn was 99x the median employee remuneration. Nevertheless, the remuneration does not have any component of variable pay, which does not align pay with performance.


PAGE INDUSTRIES LTD

Remuneration under Section 197(1) of the Companies Act, 2013 – Special Resolution

Historically, the remuneration paid to all the non-executive directors has remained below 0. 2% of the company’s net profit. The proposed remuneration of Rs. 6. 0 mn is 0. 3% of FY16 net profit. Considering, the size and the net profit of Page Industries, we find that the cap of Rs. 6. 0 mn is reasonable. We welcome the company stipulating a cap in terms of an absolute amount as remuneration to non-executive directors.


TATA CHEMICALS LTD

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2016 together with the Reports of the Board of Directors and Auditors thereon


TATA CHEMICALS LTD

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2016 together with the Report of the Auditors thereon


TATA CHEMICALS LTD

To declare dividend on Ordinary Shares for the financial year ended 31st March, 2016

The dividend per share has decreased from Rs. 12. 5 to Rs. 10 in FY16. Consequently, the payout ratio has declined from 59. 6% to 50. 4%.


TATA CHEMICALS LTD

Re-appointment of Mr. R Mukundan, who retires by rotation

R. Mukundan is the company’s Managing Director. His reappointment is in line with the statutory requirements.


TATA CHEMICALS LTD

Ratification of Statutory Auditor’s appointment

Reputed Auditor though we believe that the management should change auditors keeping in spirit of the companies act.


TATA CHEMICALS LTD

Appointment of Mr. Bhaskar Bhat as a Director

Bhaskar Bhatt is the MD of Titan Company Limited. His appointment is in line with the statutory requirements.


TATA CHEMICALS LTD

Appointment of Dr. Nirmalya Kumar as a Director

Dr. Nirmalya Kumar is a member of the Group Executive Council of Tata Sons. His appointment is in line with the statutory requirements.


TATA CHEMICALS LTD

The total remuneration of Rs. 1 mn to be paid to the cost auditors in 2017 is reasonable compared to the size and scale of operations.


THE FEDERAL BANK LTD

a) Adoption of audited financial statement for the year ended March 31, 2016b) Adoption of audited consolidated financial statement of the Bank including auditedconsolidated Balance Sheet and Profit and Loss account for the year ended March 31, 2016



Shareholder


Management

recommendation


)

11/Aug/16 AGM Management Declaration of Dividend For FOR














12/Aug/16 AGM Management Declaration of Dividend on Equity Shares. For FOR











Federal Bank proposes to pay dividend of Rs. 2. 20 per share. The dividend payout is 30. 4%.



Re-appointment of Retiring Director, Mr. Shyam Srinivasan

Shyam Srinivasan is the Managing & CEO of the bank. He retires by rotation and his reappointment is in line with all statutory requirements.



Appointment of Joint Central Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants, Mumbai together with M/s M M Nissim & Co, Chartered Accountants, Mumbai, as Auditors and fixation of remuneration thereof

The appointment of BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory auditors is in-line with the statutory requirements.



Appoint and to fix the remuneration of branch auditors in consultation with the Central Statutory Auditors for the purpose

Federal Bank has 1247 branches - therefore, the bank needs to appoint branch auditors. The resolution enables the Board to appoint branch auditors in consultation with their joint central auditors.



Appointment of Mr. C Balagopal as an Independent Director of the Bank

C Balagopal is a former IAS officer and is iinvolved in mentoring and investing in startup ventures. His appointment is in line with all statutory requirements.



Taking on record the approval accorded by RBI to pay honorarium of `15,00,000/- (Rupees Fifteen Lakh only) per annum/ `1,25,000/- per month to Mr.Nilesh S Vikamsey, Chairman of the Bank.

Nilesh Vikamsey was appointed as Chairman for a period of two years effective 20 June 2015. The Bank proposes to pay him Rs. 1. 5 mn per annum in addition to payment of sitting fees. The proposed remuneration is in line with that paid to industry peers.



Taking on record the approval accorded by RBI for payment of remuneration and variable pay to Mr. Shyam Srinivasan, MD &CEO of the Bank

Shyam Srinivasan was paid a remuneration of Rs 11. 9 mn for FY16. As per our estimates his proposed remuneration is 60% higher at Rs 19. 2 mn. While the increase is high, the proposed remuneration is in line with his peers in the banking industry. We believe the banks could have had better disclosures on the remuneration, especially with respect to variable pay (long term and short term incentives).



Appointment of Mr. Ashutosh Khajuria as Executive Director on the Board of the Bank as per the terms and conditions of appointment approved by RBI

Ashutosh Khajuria was paid a remuneration of Rs 10. 9 mn for FY16. As per our estimates his proposed remuneration is 9% higher at Rs 11. 8 mn. The proposed remuneration is in line with his peers in the banking industry. We believe the banks could have had better disclosures on the remuneration, especially with respect to variable pay (long term and short term incentives).



Appointment of Mr. Ganesh Sankaran as Executive Director on the Board of the Bank as per the terms and conditions of appointment approved by RBI

As per our estimates Ganesh Sankaran’s proposed remuneration will be ~ Rs 11. 8 mn. The proposed remuneration is in line with his peers in the banking industry. We believe the banks could have had better disclosures on the remuneration, especially with respect to variable pay (long term and short term incentives).



Taking on record the approval accorded by RBI for payment of variable pay to Mr Abraham Chacko, erstwhile Executive Director of the Bank

Abraham Chacko erstwhile Executive Director, retired on 01 May 2015 was paid Rs 1,246,665, as remuneration for the year FY 2016. Of this Rs 700,000 was variable pay for FY15. Federal Bank seeks shareholder approval for the variable pay. The remuneration, including the variable, is reasonable and comparable to peers.



Approval for amendment of the Memorandum of Association of the Bank

Since the current MoA was originally adopted under the Companies Act 1956, Federal Bank proposes amendments to bring the MoA of the Bank in conformity with the provisions of the Companies Act 2013 and SEBI’s (LODR) Regulations 2015. The Bank has provided the amendments to be made in the notice of the AGM however has not provided the amended MoA on the Bank’s website for shareholder perusal.



Approval for amendment of the Articles of Association of the Bank

With the coming into force of the Companies Act, 2013 and SEBI’s (LODR) Regulations 2015, several regulations of the existing Articles of Association of the Bank require alteration or deletion. Accordingly, the Bank has proposed to replace the entire existing AoA by a set of new Articles. The Bank has provided an indicative list of the amendments proposed in the notice of the AGM, however has not provided the new AoA on the Bank’s website for shareholder perusal.



Approval of Long Term Bond issuance programme.

These debt instruments issued will be within the Bank’s overall borrowing limits. Federal Bank’s Certificate of Deposits / Short Term deposits are rated CRISIL A1+, and long term ratings are IND AA-/Stable by India Ratings.


ASAHI INDIA GLASS LTD

Adoption of audited Financial Statements of the Company including audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2016, together with the Reports of the Board of Directors and Auditors thereon.



The total dividend outflow including dividend tax for the year is ~Rs. 176. 6 mn. The dividend payout ratio for the year is ~18%.



Appointment of a Director in place of Mr. B. M. Labroo (DIN 00040433) who retires by rotation and being eligible, offers himself for re-appointment.

BM Labroo, 85, is part of the Promoter group and is the Chairperson of Asahi India Glass Limited. He retires by rotation and his re-appointment is in line with statutory requirements.



Appointment of a Director in place of Mr. Masahiro Takeda (DIN 07058532) who retires by rotation and being eligible, offers himself for re-appointment.

Masahiro Takeda, 58, is the Senior Vice President, AGC Flat Glass North America Inc. He retires by rotation and his re-appointment is in line with statutory requirements.



Ratification of appointment of Statutory Auditors and to fix their remuneration.

Jagdish Sapra & Co have been Asahi India’s statutory auditors for the past 20 years. We believe auditors must be rotated every ten years. The ratification is neither in line with our Voting Policy on Auditor Reappointment nor does it follow the spirit of Section 139 of the Companies Act 2013.



Appointment of Mr. Toshiaki Hasuike (DIN: 01948291) as a Non-Executive Director.

Toshiaki Hasuike, 58, is the Joint MD, Maruti Suzuki India Limited. His appointment is in line with statutory requirements.



Payment of Commission on Net Profits of the Company to Non- Executive Directors.

The company has not paid commission to non-executive directors in the past. The total commission proposed to be paid to non-executive directors for FY16 is Rs. 3. 5 mn which is ~0. 4% of the standalone FY16 net profit. As a good governance practice, we expect companies to fix the absolute amount of commission payable to non-executive directors.



Ratification of the remuneration payable to M/s. Ajay Ahuja & Associates, Cost Auditors of the Company for the financial year ending 31st March, 2017.



BALRAMPUR CHINI MILLS LTD

Adoption of the Audited Financial Statements for the year ended 31st March 2016 along with the reports of the Board of Directors and the auditors thereon



Appointment of Smt Meenakshi Saroagi, who retires by rotation

Ms. Meenakshi Saraogi was the Joint Managing Director until 31 May 2015: she relinquished her executive role due to health considerations, and was appointed as a Non-Executive Director. She attended 40% of the board meetings held in FY16 and 77% of the board meetings held over the past three years. Going forward, we expect Ms. Saraogi to attend all board meetings in her non-executive capacity.



Shareholder


Management

recommendation


)






12/Aug/16 AGM Management For FOR The proposed remuneration is reasonable.


12/Aug/16 DISA INDIA LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

12/Aug/16 DISA INDIA LIMITED AGM Management For FOR

12/Aug/16 DISA INDIA LIMITED AGM Management Declaration of dividend. For FOR


12/Aug/16 DISA INDIA LIMITED AGM Management Ratification of Cost Auditors’ remuneration. For FOR




12/Aug/16 AGM Management To declare dividend on Equity Shares. For FOR








Appointment of M/s GP Agarwal & Co CA as statutory Auditors and fix their remuneration

GP Agrawal & Co. Have been the statutory auditors for about 14 years (since 2003 atleast as per available data). We believe auditors must be rotated at least once every 10 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Change in designation of Smt Meenakshi Saraogi from Jt Managing Director to Non-Executive Director.

Ms. Meenakshi Saraogi was the Joint Managing Director until 31 May 2015: she relinquished her executive role due to health considerations, and was appointed as a Non-Executive Director. Ms. Saraogi has been instrumental in building the business and her continuing on the board is important for the company.



Revision in payment of Commission to the Non-executive Director

In the last five years, BCML has paid commission to its non-executive directors only in 2013 and 2016 - the years of high profitability. The aggregate commission paid in each of these years was 0. 2% of profits. In FY12, FY14 and FY15, the company did not pay any commission because of low profitability or losses.



Appointment of Shri Sakti Prasad Ghosh as an Independent Director

Sakti Prasad Ghosh is the Former Executive Director of National Housing Bank. His appointment is in line with all statutory requirements.



Appointment of Shri Sumit Mazumder an Independent Director

Sumit Mazumdar is the Managing Director of TIL Ltd. His appointment is in line with all statutory requirements.



Ratification of remuneration payable to the Cost Auditors



Charging of fee for delivery of documents in a mode specified by member(s)

The company proposes to charge shareholders as per the actual expenses incurred by the company to dispatch the desired document to the shareholder. However, given the nature of the charge, this might become a deterrence for shareholders to seek information.


Adoption of Financial Statements for the year ended March 31, 2016.


Appointment of Mr. Andrew Thomas Carmichael, Director who retires by rotation.

Andrew Carmichael is the President and Chief Operating Officer of Wheelabrator Group at The Norican Group ApS. He retires by rotation, and his reappointment is in line with the statutory requirements


DISA India Limited (DISA) has proposed a final dividend of Rs.2.5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs.4.6 mn. The dividend payout ratio is 4.3% in FY16.


Ratification of Appointment of Statutory Auditors of the Company.

Deloitte Haskins & Sells were appointed for a period of 3 years in the company’s FY15 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.


The board had approved the appointment of Rao, Murthy & Associates as cost auditors for FY16 on a total remuneration of Rs.0.15 mn plus applicable service tax and out of pocket expenses. The total remuneration paid to the cost auditors in FY16 is reasonable compared to the size and scale of operations of the company


Appointment of Mr. Viraj Naidu as Managing Director.

The company seeks approval of shareholders for reappointing Viraj Naidu as Managing Director for 3 years from 1 April 2016 and fix his remuneration at ~Rs.11.0 mn. The growth in Viraj Naidu’s remuneration has been ahead of financial performance and slightly higher than peers. However, the proposed remuneration of ~Rs.11.0 mn is reasonable in absolute terms. In FY16, the ratio of his remuneration to median remuneration was 17.7x. It is commensurate with the size and complexity of the business. The company has not provided a cap on the performance bonus and incentive payable to him. We expect the company will be prudent, as in the past, with its payouts.


GLENMARK PHARMACEUTICALS LTD

To receive, consider, approve and adopt the Audited Standalone Financial Statements for the Financial Year ended 31st March, 2016 together with the reports of the Board of Directors and Auditors thereon.



To receive, consider, approve and adopt the Audited Consolidated Financial Statements for the Financial Year ended 31st March, 2016 together with the report of the Auditors thereon.



Glenmark Pharmaceuticals Limited (GPL) has maintained the same dividend of Rs. 2. 0 per share for the last three years (FY14-FY16). Net profit of the company has increased at a compounded annual growth rate of 84%, whereas dividend paid has remained almost same for the last three years. In FY16, the total dividend (including dividend tax)amounts to Rs. 679. 2 mn.



To appoint a Director in place of Mr. Rajesh Desai (DIN 00050838) who retires by rotation and being eligible, offers himself for re-appointment as per Section 152(6) of the Companies Act, 2013.

Rajesh Desai, 57, is an Executive Director. His reappointment is in line with all statutoryrequirements.



Ratification of Statutory Auditors M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N).

Walker, Chandiok & Co. LLP, have been auditing the company’s accounts for six years. The ratification is line with our voting policy on auditor rotation and within the provisions of Section 139 of the Companies Act 2013.



Ratification of the remuneration payable to Sevekari, Khare & Associates, Cost Accountants, of the Company for the Financial Year ending 31st March, 2017.




Appointment of Mr. Milind Sarwate (DIN 00109854) as an Non-Executive Independent Director of the Company for a term of 5 years not liable to retire by rotation.

Milind Sarwate, 56, is the Founder and CEO of Increate Value Advisors LLP, a consultancy. His appointment is in line with all statutory requirements.



Re-appointment of Mr. Rajesh. V. Desai (DIN 00050838) as an Whole-time Director of the Company.

Rajesh Desai, 57, is an Executive Director. He is due to retire in July 2016, but he has agreed to remain on the Board of Directors until March 2017 and transition the finance function to the Chief Finance Officer. His proposed remuneration is estimated at Rs. 29. 8mn. He was paid Rs. 25. 9 mn in FY16 which was 77. 3x the median Employee remuneration. Rajesh Desai’s proposed remuneration is comparable to remuneration paid to peers in the same industry and other industries. Moreover, his proposed remuneration is commensurate with the complexities of the business.



Shareholder


Management

recommendation


)










12/Aug/16 TATA STEEL LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

12/Aug/16 TATA STEEL LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

12/Aug/16 TATA STEEL LTD AGM Management For FOR


12/Aug/16 TATA STEEL LTD AGM Management For ABSTAIN











Approval of Employee Stock Option Scheme 2016 named as Glenmark Pharmaceuticals Limited - Employee Stock Option Scheme 2016 under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, regulations etc. to the permanent eligible employees of the Company (not exceeding 5% of the Company’s paid up equity capital as at March 31, 2016).

The 14. 1 mn stock options will vest over a period of not less than one year and will result in a dilution of around 4. 8% for existing shareholders. The exercise price of the options will be Re. 1. 0 per share (face value) or such other higher price as may be fixed by the board or nomination and remuneration committee. We do not encourage a significant discount to market price (20% or more) as it skews the incentive structure. In an extreme scenario, assuming that all the options are granted in one year and Black-Scholes value per option of Rs. 863. 1, the cost of ESOS 2016 will be Rs. 12. 2 bn. Assuming the vesting period is six years and the cost is expensed over the vesting period, the company will expense Rs. 2. 0 bn per annum (~29% of consolidated PAT for FY16) which is high. Further, we raise concerns on transparency because given the high cost of the aggregate scheme (estimated at Rs. 12. 2 bn), the company should have provided greater clarity to investors on how it proposes to spread the cost of the scheme on an annual basis in the shareholder notice.



Approval of Employee Stock Option Scheme 2016 named as Glenmark Pharmaceuticals Limited - Employee Stock Option Scheme 2016 under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, regulations etc. to the permanent eligible employment of the existing and future subsidiaries/associate Company(ies) of the Company (not exceeding an overall ceiling of 5% of the Company’s paid up equity capital as at March 31, 2016, including the options that may be allotted under the resolution mentioned at Item No. 9).

The company requires shareholder approval in a separate resolution to extend the ESOS 2016 benefit to the employees/directors of subsidiaries/associates.


HERCULES HOISTS LIMITED

To receive, consider and adopt the audited statement of Profit and Loss Account for the year ended March 31, 2016 and the Balance Sheet as at that date and Report of Directors and Auditors thereon



To declare dividend for the financial year ended March 31, 2016.

The dividend per share is same as previous two years. The dividend payout ratio has fallen slightly from 45. 7% in FY15 to 14. 2% in FY16, due to an increase in net profits.



To appoint a Director in place of Shri Naresh Chandra [DIN No. 00027696] who retires by rotation and being eligible, offers himself for re-appointment

Naresh Chandra is the Chairperson of Varroc Engineering Pvt Ltd. He has attended only 25% of board meetings during FY16 and 58% of board meetings over the previous three-year period. We expect the directors to take their responsibilities seriously and attend all meetings: we support director reappointments only if the director has attended at least 75% of the board meetings held over the previous three-year period.



To appoint a Director in place of Shri K F Jhunjhunwala [DIN No. 0055822] who retires by rotation and being eligible, offers himself for re-appointment

K F Jhunjhunwala has been a director in the company for last 21 years. He retires by rotation and his reappointment is in line with the statutory requirements.



Appointment of M/s M L Bhuwania & Co., Chartered Accountants, Mumbai, as auditors of the Company on such remuneration as shall be fixed by the Board of Directors

ML Bhuwania & Co have been auditing the company’s accounts for at least the past 17 years (since 1999). We believe auditors must be rotated at least once every 10 years. The ratification of ML Bhuwania & Co’s reappointment as statutory auditors is not in line with our Voting Policy on Auditor (Re)Appointments nor in keeping with the spirit of the Companies Act 2013.



Remuneration payable of Rs. 42000/- to Cost Auditor, M/s R Nanabhoy & Co,

Vandan Shah is the Managing Director of Sipra Engineers Pvt. Ltd. The company proposes to appoint him as an independent director for a period of five years w. E. F. 6 February 2016. His appointment is in line with all the statutory requirements.



Shri Vandan Shah [DIN No. 00227127], be and is hereby confirmed as an Independent Director of the Company, not liable to retire by rotation

The board had approved the appointment of M/s R Nanabhoy & Co. As cost auditors for FY17 for a total remuneration of Rs. 42,000 (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is reasonable.


Consider and adopt Audited Standalone Financial Statements for the Financial Year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon


Consider and adopt Audited Consolidated Financial Statements for the Financial Year ended March 31, 2016 and the Report of the Auditors thereon


Declaration of dividend on Ordinary (equity) Shares for Financial Year 2015-16

The total cash outgo on account of dividend payment is Rs. 9. 3 bn and the payout ratio is 18. 9% for FY16.


Appointment of Director in place of Mr. Cyrus P Mistry, (DIN: 00010178) whor etires by rotation and being eligible, seeks re-appointment

Cyrus P Mistry is the Chairperson of the Company. His reappointment is in line with all statutory requirements.


Ratification of appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company

Reputed auditors though we believe that management should change auditors in spirit of the companies act.


Ratification of the remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company

Payment to Shome & Banerjee, Cost Auditors for FY17 aggregates Rs. 1. 8 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.


Issue of Non- Convertible Debentures on Private Placement Basis not exceeding Rs. 10,000 crore

Tata Steel’s debt programmes are rated IND AA/IND A1+, which denotes high degree of safety regarding timely servicing of financial obligations. For the year ended 31 March 2016, consolidated debt aggregates Rs. 862 bn with debt/equity of 3x and debt/networth of 7. 5x. The proposed Rs. 100 bn NCD will be carved out of the company’s Rs. 700 bn borrowing limit, which was approved by shareholders in August 2014 postal ballot.


SHREE CEMENTS LIMITED

Adoption of Audited financial statements of the Company for the st financial year ended 31 March, 2016, the reports of the Board of Directors’ and Auditors thereon.


















Shareholder


Management

recommendation


)



13/Aug/16 WOCKHARDT LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

13/Aug/16 WOCKHARDT LTD AGM Management For FOR





13/Aug/16 WOCKHARDT LTD AGM Management For AGAINST

19/Aug/16 BHARTI AIRTEL LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

19/Aug/16 BHARTI AIRTEL LTD AGM Management Declaration of dividend on equity shares For FOR

19/Aug/16 BHARTI AIRTEL LTD AGM Management For FOR


















Adoption of:a. the Audited Financial Statement of the Company for the financial year ended 31st March, 2016 together with the Reports of the Board of Directors and Auditors thereon; andb. the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2016 and the Report of Auditors thereon


Declaration of dividend on preference shares at the rate of 0.01%

Wockhardt Limited (‘Wockhardt’) proposes to pay dividend on preference shares at the rate of 0. 01% for FY16 aggregating to Rs. 0. 4 mn (including dividend tax).


Re-appointment of Dr. Huzaifa Khorakiwala (DIN: 02191870) as a Director who retires by rotation

Huzaifa Khorakiwala is an Executive Director. He retires by rotation and his reappointment is in line with all statutory requirements.


Ratification of appointment of Haribhakti & Co, LLP, Chartered Accountants (Firm Registration No. 103523W), as the Statutory Auditors of the Company

Haribhakti & Co LLP have been the statutory auditors of the company for 7 years. Their reappointment is in line with the statutory requirements.


Ratification of remuneration payable to M/s. Kirit Mehta & Co., Cost Accountants (Firm Registration No. 000353) as Cost Auditors of the Company for the financial year ending 31st March, 2017

As per Section 148 of Companies Act 2013, the remuneration of Rs. 0. 335 mn payable to Kirit Mehta & Co. For the financial year ending 31 March 2017 has to be ratified by shareholders of the company. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


Approval for issuance of Non-Convertible Debentures (‘NCDs’) upto ` 1200 crore on private placement basis, in one or more tranches

The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the Company.


Approval to deliver document through a particular mode as may be sought by the member

The company seeks shareholder approval to enable service of documents in the manner as requisitioned by the shareholder by charging requisite fees as may be applicable. However, given the nature of the charge, this might become a deterrence for shareholders to seek information.


To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2016




Re-appointment of Ms. Chua Sock Koong as a Director liable to retire by rotation

Her 3 year track record of attending board meetings is 73% which is satisfactory.


Ratification of appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Gurgaon, as the Statutory Auditors of the Company and to fix its remuneration

They have been the company’s auditors for the past nine years. The ratification of SR Batliboi & Associates LLP’s reappointment is in line with our Voting Policy on Auditor Reappointment and complies with the requirements of section 139 of the Companies Act 2013.


Appointment of Mr. Rakesh Bharti Mittal as a Director liable to retire by rotation

Rakesh Mittal, 61, is part of the promoter family and Director, Bharti AXA Life Insurance Company Limited. His appointment is in line with statutory requirements.


Adoption of new set of the Articles of Association of the Company

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to replace the entire existing AoA. Further, Airtel Payments Bank Limited, a subsidiary of the company has been granted a payments bank license. Bharti Airtel is required to include a clause relating to increase of individual shareholding above 5% only after Reserve Bank of India approval.


Alteration in the Memorandum of Association of the Company

The existing Memorandum of Association (MoA) of the Company was framed under the Companies Act, 1956. After the introduction of Companies Act 2013, it is required to alter its MoA. The proposed modifications are essential to comply with the requirements of the new Act.


Re-appointment of Mr. Sunil Bharti Mittal as the Chairman of the Company

Sunil Mittal, 59, is the Promoter and Executive Chairperson of Bharti Airtel Limited. His estimated FY17 remuneration of ~Rs. 312. 6 mn is not significantly higher than his FY16 remuneration. Further, his remuneration is in line with peers and commensurate with the size and complexity of the business.


Revision in remuneration of Mr. Gopal Vittal, Managing Director and CEO (India and South Asia)

Gopal Vittal, 50, is the Managing Director and CEO of Bharti Airtel Limited. The company proposes to revise his remuneration with effect from 1 June 2016 for the remaining period of his tenure upto 31 January 2018. While we do not favour mid-term revisions in remuneration, he is a professional director and his skills carry a market price. His estimated FY17 remuneration of ~Rs. 161. 8 mn, including stock options, is in line with peers and commensurate with the size and complexity of the business.


Ratification of remuneration to be paid to M/s. R. J. Goel & Co., Cost Accountants, Cost Auditor of the Company



LIC HOUSING FINANCE LTD

Adoption of audited financial statement of the Company for the financial year ended 31st March, 2016 together with the reports of Directors’ and Auditors’ and the audited consolidated financial statement for the financial year ended 31st March, 2016 alongwith Auditors’ Report thereon



Declaration of dividend on the equity shares of the company for the financial year 2015-16.

The dividend is Rs. 5. 5 per share (face value Rs. 2. 0) and pay-out ratio is 19. 9%.



Re-appointment of Ms. Savita Singh (DIN - 01585328) as a Director, who is liable to retire by rotation and, being eligible, offers herself for re-appointment.

Savita Singh is partner at Khaitan & Co. LLP (a law firm). She was appointed on the Board of LIC Housing Finance (LIC HF) as Independent Director on 25 May 2012. She was classified as Independent Director till FY15. LIC HF classified her as Non-Executive, Non-Independent director in FY16. Her reappointment meets all statutory requirements.



Shareholder


Management

recommendation


)






19/Aug/16 AGM Management For ABSTAIN As promoter family, is highly reputed. We would like to abstain on this issue.












23/Aug/16 BOSCH LIMITED Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted

23/Aug/16 Greenply Industries AGM Management For Abstain Due to administrative reasons, voting could not get casted





Appointment of Messrs Chokshi & Chokshi, LLP, Chartered Accountants, Mumbai, having Registration No.: 101872W / W100045 and Messrs Shah Gupta & Co., Chartered Accountants, Mumbai, having Registration No.:109574W as Joint Statutory Auditors of the Company to hold the office for a term of three years i.e. from the conclusion of this Twenty Seventh Annual General Meeting until the conclusion of the Thirtieth Annual General Meeting on a remuneration to be determined by the Board of Directors in consultation with them and applicable taxes / cess on the said remuneration, for the purpose of audit of the Company’s account at the Corporate Office as well as at all Back Offices.

LIC Housing Finance Ltd. (‘LICHFL’) proposes to re-appoint Chokshi & Chokshi LLP and Shah Gupta & Co. As joint statutory auditors for three years. The reappointment is line with our Voting Policy on Auditor (Re)Appointments and with the provisions of Section 139 of the Companies Act 2013.



Issue Redeemable Non-Convertible Debentures on a private placement basis, upto an amount not exceeding Rs.47,000/- crore(Rupees Forty Seven Thousand crore only) under one or more shelf disclosure document and / or under one or more letters of offer as may be issued by the Company.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. LICHFL’s outstanding Non-Convertible Debentures are rated CRISIL AAA/Stable: these ratings denote highest degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risk.



Appointment of Shri Ameet N. Patel (DIN-00726197) as an Independent Director for a period of 5 (five) consecutive years, with effect from 19th August, 2015.

Ameet Patel is a Chartered Accountant and Partner at Manohar Chowdhry & Associates (a CA firm). His appointment meets all statutory requirements.



Appointment of Ms. Usha Sangwan (DIN-02609263) as Director liable to retire by rotation.

Usha Sangwan is Managing Director of Life Insurance Corporation of India. She is an LIC nominee on the Board. Her appointment meets all statutory requirements.


SUNDRAM FASTENERS LTD

Adoption financial statement including the consolidated financial statement, Report of Board of Directors’ and Auditors’ for the financial year ended 31st March, 2016.



Re-appointment of Sri K Ramesh, who retires by rotation.



Ratification of appointment of Auditors Messrs Sundaram & Srinivasan, Chartered Accountants, Chennai as Statutory Auditors and fixing their remuneration

Sundaram & Srinivasan have been auditing the company’s accounts for the past 20 years. We believe auditors must be rotated at least once every 10 years. The ratification of Sundaram & Srinivasan‘s reappointment as statutory auditors is not in line with our Voting Policy on Auditor (Re)Appointments nor in keeping with the spirit of the Companies Act 2013.



Ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2017.

The board had approved the appointment of P Raju Iyer as cost auditors for FY17 for a total remuneration of Rs. 400,000 (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is reasonable.


POWER FINANCE CORPORATION LIMITED

To receive, consider and adopt the audited financial statements including consolidated financial statements of the Company for the financial year ended March 31, 2016, the Reports of the Board of Directors and Auditors thereon.



To confirm interim dividends and declare final dividend for the financial year 2015-16.



To appoint a Director in place of Shri R. Nagarajan (DIN:00701892), who retires by rotation and being eligible, offers himself for re-appointment.



To fix the remuneration of the Statutory Auditors



To appoint Shri D. Ravi (DIN: 00038452), as Director of the Company



Modification in existing borrowing limit approved under section 180(1)(c) of Companies Act, 2013



Raise funds upto `55,000 crore through issue of bonds/Debentures/notes/debt securities on Private Placement basis



To increase the Authorised Share Capital to `10,000 crore (Rupees Ten Thousand crores only) and to alter the Memorandum of Association of the Company



To approve issuance of Bonus Shares by capitalizing the ‘Securities Premium Account’


Special Resolution under section 68 of the Companies Act, 2013 for buyback upto 878,160 shares of ` 10 each of the Company .


To receive, consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2016 including the Audited Balance Sheet as at March 31, 2016 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors, and Auditors thereon and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 including the Audited Balance Sheet as at March 31, 2016 and Statement of Profit & Loss for the year ended on that date and the Report of the Auditors thereon.


To declare dividend on equity shares for the financial year ended March 31, 2016.


To appoint a director in place of Mr. Shobhan Mittal (DIN: 00347517), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.



Shareholder


Management

recommendation


)





















24/Aug/16 AGM Management Adoption of Financial Statements For Abstain Due to administrative reasons, voting could not get casted

24/Aug/16 AGM Management Declaration of Dividend on the Equity Shares For Abstain Due to administrative reasons, voting could not get casted

24/Aug/16 AGM Management Re-appointment of Director For Abstain Due to administrative reasons, voting could not get casted

24/Aug/16 AGM Management Ratification of appointment of Auditors For Abstain Due to administrative reasons, voting could not get casted


To ratify the appointment of M/s. D. Dhandaria & Company, Chartered Accountants (Registration No. 306147E) as a Statutory Auditor of the Company and to fix their remuneration.


To approve the re-appointment of Mr. Shobhan Mittal [DIN: 00347517] as the Joint Managing Director & CEO of the Company for a further period of five years with effect from September 1, 2016 till August 31, 2021.


To approve increase in drawing of remuneration by Mr. Shobhan Mittal [DIN:00347517], Joint Managing Director and CEO of the Company, from Greenply Trading Pte. Ltd., Singapore, wholly owned subsidiary of the Company, from SGD 15000 (Singapore Dollar Fifteen Thousand only) per month to SGD 30000 (Singapore Dollar Thirty Thousand Only) per month, with effect from September 1, 2016.


INDIAN HOTEL COMPANY LIMITED FV INR 1

To receive, consider and adopt Ordinary (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 togetherwith the Report of the Auditors thereon.



To declare a dividend on Equity Shares for the financial year 2015-16.



To appoint a Director in place of Mr. Cyrus P. Mistry (DIN: 00010178) who retires by rotation and is eligible for re-appointment.



Ratification of appointment of Statutory Auditors of the Company.



Appointment of Dr. N. S. Rajan as a Non-Executive Director of the Company.



Re-appointment of Mr. Anil P. Goel as a Whole-time Director of the Company.



Re-appointment of Mr. Mehernosh S. Kapadia as a Whole-time Director of the Company.



Private placement of Non-Convertible Debentures


AUROBINDO PHARMA LIMITED FACE VALUE 1

To receive, consider and adopt the standalone Balance Sheet as at March 31, 2016, Statement of Profit and Loss and Cash Flow Statement for the financial year ended March 31, 2016 and reports of Directors and Auditors thereon.



To receive, consider and adopt the Consolidated Balance Sheet as at March 31, 2016, Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the financial year ended March 31, 2016 and report of Auditors thereon.



To confirm the first interim dividend of `0.50, second interim dividend of `0.60, third interim dividend of `0.70 and fourth interim dividend of `0.70, in aggregate `2.50 per equity share of `1 each, as dividend for the year 2015-16.



To appoint a Director in place of Mr. K. Nithyananda Reddy, who retires by rotation and being eligible, seeks re-appointment.



To appoint a Director in place of Mr. M. Madan Mohan Reddy, who retires by rotation and being eligible, seeks re-appointment.



To ratify the appointment of M/s. S.R.Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of the Company and fix their remuneration.



To revise the remuneration of Mr. N. Govindarajan, Managing Director of the Company.



To revise the remuneration of Mr. M. Madan Mohan Reddy, Whole-time Director of the Company.



To appoint Mr. P. Sarath Chandra Reddy as a Whole-time Director of the Company.


NAVA BHARAT VENTURES LIMITED









Shareholder


Management

recommendation


)

24/Aug/16 AGM Management Issue of Bonus Shares For Abstain Due to administrative reasons, voting could not get casted


24/Aug/16 AGM Management Approval of Related Party Transactions For Abstain Due to administrative reasons, voting could not get casted


24/Aug/16 NCC LIMITED AGM Management Adoption of Financial Statements For Abstain Due to administrative reasons, voting could not get casted

24/Aug/16 NCC LIMITED AGM Management Declaration of Dividend For Abstain Due to administrative reasons, voting could not get casted

24/Aug/16 NCC LIMITED AGM Management For Abstain Due to administrative reasons, voting could not get casted








24/Aug/16 AGM Management Declaration of dividend For Abstain Due to administrative reasons, voting could not get casted


24/Aug/16 AGM Management Ratification of appointment of auditors For Abstain Due to administrative reasons, voting could not get casted

24/Aug/16 AGM Management Remuneration of cost auditors For Abstain Due to administrative reasons, voting could not get casted


24/Aug/16 COAL INDIA LTD Postal Ballot Management For FOR

25/Aug/16 KPR MILL LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

25/Aug/16 KPR MILL LIMITED AGM Management Declaration of a dividend. For FOR

25/Aug/16 KPR MILL LIMITED AGM Management For FOR






Re-appointment of and remuneration payable to Sri P. Trivikrama Prasad as Managing Director





Ratification of appointment and remuneration of Cost Auditors for FY 2016-17




Re-appointment of Sri Utpal Sheth as a Director liable to retire by rotation


Re-appointment of Sri A V N Raju as a Director liable to retire by rotation


Ratification of the appointment of the Joint Statutory Auditors


Appointment of Sri S Ravi, as an Independent Director


Appointment of Dr A S Durga Prasad as an Independent Director


Reappointment of Sri A V N Raju as a Wholetime Director


Approval of the remuneration payable to the Cost Auditors


TATA GLOBAL BEVERAGES LIMITED

To receive, consider and adopt: (a) the audited financial statements for the financial year ended 31st March 2016, together with the reports of the Boar of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended 31st March 2016 togethe with the report of the Auditors thereon.





Re-appointment of Mr. Cyrus P. Mistry as Director.







Issue of Non Convertible Debentures on private placement basis


Special Resolution under section 68, 69 and 70 of the Companies Act'2013 for buyback of a maximum of 10,89,55,223 (Ten crore eighty nine lakhs fifty five thousand two hundred and twenty three) equityshares of the Company(representing 1.72% of thetotal number of equity shares in the paid capital of the Company) from all the equity shareholders on aproportionate basis through the “ Tender Offer” route as prescribed under SEBI (Buyback of Securities) Regulations 1998 at a price of Rs. 335/- per equity share aggregating amount not exceeding Rs.3650 Crores (Rupees Three Thousand Six hundred and Fifty Crores).

The buyback price is at a 5. 7% premium to share price on 5 July 2016 - the date of board meeting held to consider buyback of equity shares. If approved the company will buy back a maximum of 108. 9 mn equity shares resulting in a 1. 72% reduction in the equity share capital of the company as at 30 June 2016. The buyback will return surplus cash to its shareholders.


Adoption of Annual Financial Statements as on 31st March 2016.


KPR Mill proposes to pay Rs. 6 mn dividend on the Rs. 15 bn 7% on Redeemable Cumulative Non-Convertible Preference Shares. In addition, KPR Mill has proposed a final dividend of Re. 1. 0 per share (face value Rs. 10) for the year ended 31 March 2016: total equity dividend in FY16 (including two interim dividends) was Rs. 10 per share. Aggregate cash outgo on account of dividends for FY16 is Rs. 0. 44 bn, ~5% higher than Rs. 0. 42 bn paid in the previous year. The company has maintained a dividend payout ratio in the range of 24-28% in the last three years.


Re-appointment of Shir P. Selvakumar, a Director retiring by rotation

P Selvakumar is the Whole-Time Director of the company. He retires by rotation and his reappointment is in line with all the statutory requirements. P Selvakumar has attended only 67% of the board meetings held post his appointment in FY16: we expect directors to take their responsibilities seriously and attend all board meetings.


Appointment of Statutory Auditors for the Company and fix their remuneration.

Deloitte Haskins & Sells have been auditing the company’s accounts for the past nine years. Their appointment as statutory auditors is in line with all statutory requirements.



Shareholder


Management

recommendation


)



25/Aug/16 KPR MILL LIMITED AGM Management Ratification of remuneration of Cost Auditors. For FOR





















Appointment of Sri E. K. Sakthivel as a Director of the comapany

EK Sakthivel (33) is the son-in-law of the promoter, KPD Sigamani, He joined KPR Mill Limited (KPR Mill) in 2007 as Head – Operations (Garment Division), Tirupur and continues to hold that position till date. He also oversees operations at the new garment unit at Thekkalur. His appointment is in line with the statutory requirements.


Appointment of Sri E. K. Sakthivel as a Whole-time Director of the comapany

The proposed remuneration in FY17 at Rs. 1. 8 mn is at the same level as in FY14. This is in line with peers and reasonable, given the size and scale of operations. We observe that there is no performance-linked component to his remuneration structure. We believe that the remuneration for Executive Directors must carry a component of variable pay, which will help establish the link between pay and performance.


The total remuneration proposed to be paid to the cost accountants is reasonable compared to the size and scale of operations.


LARSEN TOUBRO LTD

Adoption of audited financial statements for the year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company and the reports of the auditors thereon for the year ended March 31, 2016.


LARSEN TOUBRO LTD

Dividend on equity shares for the financial year 2015-16.

The dividend per share has increased from Rs. 16. 25 to Rs. 18. 25 in FY16. Consequently, the payout ratio has improved from 32. 5% to 34. 6%.


LARSEN TOUBRO LTD

Appoint Ms. Sunita Sharma (DIN: 02949529) as a Director liable to retire by rotation.

Ms. Sunita Sharma is the nominee of Life Insurance Company of India (LIC) on the board. Her appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Mr. S. N. Subrahmanyan (DIN: 02255382) as a Director liable to retire by rotation.

S. N Subrahmanyan is the Deputy Managing Director of the company. His reappointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Mr. A. M. Naik (DIN: 00001514) as a Director liable to retire by rotation.

A. M Naik is the Group Executive Chairperson of L&T. His reappointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Mr. D. K. Sen (DIN: 03554707) as a Director liable to retire by rotation.

D. K Sen is the Sr. Executive Vice President (Infrastructure) in L&T. His appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Mr. M. V. Satish (DIN: 06393156) as a Director liable to retire by rotation.

M. V Satish is the Sr. Executive Vice President (Buildings, Minerals & Metals) in L&T. His appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Ms. Naina Lal Kidwai (DIN: 00017806) as an Independent Director.

Ms. Naina Lal Kidwai is the former Chairperson of HSBC India. Her appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Mr. S. N. Subrahmanyan (DIN: 02255382) as the Deputy Managing Director & President of the Company.

The proposed pay of Rs. 179. 6 mn is at the higher end, compared to industry and index peers. However, we recognize that S. N Subrahmanyan is a seasoned professional, with years of experience working in L&T and the infrastructure domain. His expertise and leadership at the top will be beneficial for the company. While there is currently a percentage cap on his commission, this will be removed if the new commission structure is approved (resolution 12). This might make his overall pay open-ended in the future.


LARSEN TOUBRO LTD

Appoint Mr. D. K. Sen (DIN: 03554707) as a Whole-time Director of the Company.

The proposed pay of ~Rs. 77. 9 mn is broadly in line with similar sized peers and is commensurate with the size and scale of operations. While there is currently a percentage cap on his commission, this will be removed if the new commission structure is approved (resolution 12). This might make his overall pay open-ended in the future.


LARSEN TOUBRO LTD

Appoint Mr. M. V. Satish (DIN: 06393156) as a Whole-time Director of the Company.

The proposed pay of ~Rs. 77. 9 mn is broadly in line with similar sized peers and is commensurate with the size and scale of operations. While there is currently a percentage cap on his commission, this will be removed if the new commission structure is approved (resolution 12). This might make his overall pay open-ended in the future.


LARSEN TOUBRO LTD

Payment of commission to the Executive Chairman, Chief Executive Officer and Managing Director, if any, Deputy Managing Director and Whole-time Directors.

The current remuneration structure for executive directors defines a cap on the commission component as a percentage of net profits. In order to give itself more flexibility in determining the overall pay for its directors, the company is proposing to remove this cap and leave the commission entirely to the discretion of the board. This is not a good governance practice as it makes the remuneration structure open-ended. Further, the remuneration levels for executive directors in L&T is already on the higher side (when compared to industry and index peers) and any increase in commission may result in an excessive and disproportionate final pay for some directors.


LARSEN TOUBRO LTD

Appoint Mr. R. Shankar Raman (DIN: 00019798) as a Whole-time Director of the Company.

The proposed remuneration of Rs. 105. 8 mn (based on our assumptions) is in line with peers and is commensurate with the size and scale of operations. However, as per the proposed terms, his commission will be decided by the board. This makes the overallstructure open-ended. As a good governance practice, companies must cap the commission to be paid to executive directors.


LARSEN TOUBRO LTD

Appoint Mr. Shailendra N. Roy (DIN: 02144836) as a Whole-time Director of the Company.

The proposed remuneration of Rs. 72. 2 mn (based on our assumptions) is in line with peers and is commensurate with the size and scale of operations. However, as per the proposed terms, his commission will be decided by the board. This makes the overall structure openended. As a good governance practice, companies must cap the commission to be paid to executive directors.


LARSEN TOUBRO LTD

Appoint Mr. Sanjeev Aga (DIN: 00022065) as an Independent Director.

Sanjeev Aga is the former CEO of Idea Cellular. His appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Appoint Mr. Narayanan Kumar (DIN: 00007848) as an Independent Director.

Narayanan Kumar is the Vice Chairperson of the Sanmar Group. His appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Raise funds through issue of convertible bonds and/or equity shares through depository receipts and including by way of Qualified Institution Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) for an amount not exceeding 3600 crore or US $ 600 million, whichever is higher.

Based on current market price, the issuance will result in a dilution of ~2. 5% for existing shareholders. The capital infusion will help L&T fund its growth and expansion plans.


LARSEN TOUBRO LTD

Issue listed/unlisted secured/unsecured redeemable non-convertible debentures, in one or more series/tranches/ currencies, aggregating up to 6000 crore.

As on 31 March 2016, L&T had a consolidated debt of Rs. 1013 bn and a debt/equity of 2. 3x. It has an outstanding rating of CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The proposed NCD issue will be within the overall borrowing limit.


LARSEN TOUBRO LTD

Ratification of appointment of M/s. Sharp & Tannan as Joint Statutory Auditors of the Company.

Sharp & Tannan has been auditing the company’s accounts for more than 30 years. We believe auditors must be rotated after every ten years. However, the company is currently going through an auditor transition period, for which Deloitte Haskins & Sells LLP was appointed as a joint auditor in FY16. Deloitte will take over the audit responsibilities once the current term of the existing auditor is over in the next AGM. The presence of a fresh perspective in the form of the joint auditor will help retain audit quality and objectivity.



Shareholder


Management

recommendation


)




27/Aug/16 AGM Management Declaration of Dividend. For FOR










27/Aug/16 AGM Management For FOR The increase will enable FIIs to further invest in the company.






28/Aug/16 BAJAJ FINANCE LTD Postal Ballot Management For FOR




LARSEN TOUBRO LTD

Ratification of appointment of M/s. Deloitte Haskins & Sells LLP as Joint Statutory Auditors of the Company.

Deloitte Haskins & Sells LLP was appointed as a joint auditor in FY16. The ratification of their appointment is in line with the statutory requirements.


LARSEN TOUBRO LTD

Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010) for the financial year 2016-17.

The remuneration of Rs. 1. 1 mn proposed to be paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.


ADITYA BIRLA NUVO LTD

Adoption of the Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2016, the Reports of Directors’ and Auditors’ thereon






Re-appointment of Mrs. Rajashree Birla, Director retiring by rotation.

We will engage with mgmt to impress better attendance record for all Board members.



Re-appointment of Mr. Lalit Naik, Director retiring by rotation.

Lalit Naik, 54, is the Managing Director of Aditya Birla Nuvo Limited. He retires by rotation and his re-appointment is in line with statutory requirements.



Re-appointment of M/s. S R B C & CO LLP, as Joint Statutory Auditor of the Company

Reputed auditors though we believe management should rotate auditors keeping in line with the requirements of the spirit of the Companies Act.



Appointment of M/s. Deloitte Haskins & Sells LLP, as JointStatutory Auditor of the Company, in place of M/s Khimji Kunverji & Co., the retiring Joint Statutory Auditor




Re-appointment of M/s. S R B C & CO LLP as Branch Auditors of the Company’s Jaya Shree Textiles Division, Rishra and Indo Gulf Fertilisers, Jagdishpur.




Appointment of M/s. Deloitte Haskins & Sells LLP as Branch Auditors of Company’s Aditya Birla Insulators Divisions at Rishra & Halol and Indian Rayon Division at Veraval.




Appointment of Mr. V. Chandrasekaran, as a Director of the Company.

V Chandrasekaran, 58, is Executive Director, Life Insurance Corporation of India. He is liable to retire by rotation and his appointment is in line with statutory requirements.



Issuance of Non-Convertible Debentures for an amount upto Rs. 1,500 Crore, on private placement basis.

The issuance of upto Rs. 15 bn will be within the overall borrowing limit of the company.



Approval of remuneration of Cost Auditors of the Company for the Financial Year ending 31st March, 2017.

The aggregate remuneration of Rs. 425,000 proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.



Increase in limits for investment in the equity share capital ofthe Company by Registered Foreign Portfolio Investors includin Foreign Institutional Investors from 24% to 30% of the paid up capital of the Company.


RATNAMANI METALS TUBES LTD

To receive, consider and adopt a) the audited Standalone Financial Statements of the Company for the financial year ended on 31st March, 2016, together with the Reports of the Board of Directors and Auditors thereon; and b) the audited Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2016 and the Report of the Auditors thereon.



To appoint Shri Shanti M. Sanghvi (DIN :00007955) who retired by rotation and being eligible, offers himself for re-appointment.

Shanti Sanghvi is a Promoter Director. He retires by rotation, and his reappointment is in line with the statutory requirements.



To ratify the Appointment of M/s. Mehta Lodha & Co. (Firm Registration No.106250W and M/s. S.R.B.C. & Co. LLP. (Firm Reg. No.324982E/E300003 as a Joint Statutory Auditors and fix their remuneration.

We do not raise any concerns over the ratification of SRBC & Co LLP’s reappointment. However, Mehta Lodha & Co have been Ratnamani’s joint statutory auditors for the past 20 years. We believe auditors must be rotated at least once every 10 years. Therefore, the ratification is neither in line with our Voting Policy on Auditor Rotation nor follows the spirit of Section 139 of the Companies Act, 2013.



To ratify the Remuneration to M/s. N. D. Birla & Co.,(Firm Reg. No.000028) as a Cost Auditor for the Financial Year ending on 31st March, 2017.

The board has approved the appointment of N. D. Birla & Co as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 0. 1 mn (plus service tax and reimbursement of travelling and out-of- pocket expenses). The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the company’s operations.



To keep Register of Members, Index of Members, Register and Index of Debenture holders at the Office of the new Registrar and Transfer Agents of the Company.

The register and index of members and debenture holders of the company are maintained at the office of the company’s Registrars & Share Transfer Agents (RTA), Sharepro Services (India) Private Limited. The company has decided to change its RTA due to the SEBI order against Sharepro. Through this resolution, the company seeks to keep the register and index of members and debenture holders at the office of the new RTA of the company, Link Intime (India) Private Limited at Unit No 303, 3rd Floor, Shoppers Plaza V, Opp. Municipal Market, Behind Shoppers Plaza II, Off C G Road, Ahmedabad – 380009.


Sub-division of equity shares pursuant to section 61 of the Companies Act, 2013 as mentioned in resolution no. 1

Will help to improve the liquidity of the Company’s shares on the stock market and also make them affordable to the small investors.


Increase in authorised share capital and substitution of Clause V of Memorandum of Association pursuant to section 61 of the Companies Act, 2013 as mentioned in resolution no. 2

In view of the proposed sub-division of equity shares and issue of bonus shares and to take care of the future funding requirements through equity, Bajaj Finance Ltd. (BFL) proposes to double the authorised capital and amend the capital clause of Memorandum of Association (MoA) from the present Rs 750. 0 mn divided into 75,000,000 equity shares of face value of Rs 10. 0 each to Rs 1,500. 0 mn divided into 750,000,000 equity shares of face value of Rs 2. 0 each.


Issue of fully paid-up bonus equity shares pursuant to section 61 of the Companies Act, 2013 as mentioned in resolution no. 3

The board of directors have proposed to capitalize its free reserves/securities premium for issuance of bonus shares in the ratio of one bonus share for every one share held. After the bonus issue, the paid up share capital will increase to Rs. 1071. 0 mn comprising of 535. 5 mn equity shares of Rs. 2 each. The bonus issue will increase the liquidity of the equity shares traded in the secondary market. The bonus issue of shares requires appropriate adjustments in number and exercise price to the stock options granted under the Employee Stock Option Scheme, 2009 and to the outstanding 925,000 warrants issued by the Company to Bajaj Finserv Ltd.



Shareholder


Management

recommendation


)

28/Aug/16 Postal Ballot Management For FOR

29/Aug/16 CYIENT LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

29/Aug/16 CYIENT LIMITED AGM Management For FOR









29/Aug/16 AGM Management To declare dividend. For FOR













Ordinary resolution for Issue of Bonus Shares in the proportion of 1(One) Bonus Share of `2/- each for every existing 1(One) fully paidup Equity Shares of `2/- each

The bonus issue will increase the liquidity of the equity shares traded in the secondary market. The company will capitalize free reserves to the extent of Rs. 114. 2 mn for the bonus issue.


To receive, consider and adopt, the audited statement of profit and loss for the financial year ended on 31 March 2016 and the balance sheet as at that date and the reports of the board of directors and auditors thereon.


To confirm the first and second interim dividends paid on equity shares for and during the financial year 2015-16.

Cyient Limited (Cyient) has paid two interim dividends aggregating Rs. 7. 0 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 947. 7 mn. The dividend payout ratio for FY16 is 40. 6%.


To appoint a Director in place of Mr. B.V.R. Mohan Reddy, (DIN 00058215), who retires by rotation and offers himself for re-appointment.

B. V. R Mohan Reddy is the promoter and Executive Chairperson of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


To appoint a Director in place of Mr. Krishna Bodanapu (DIN 05301037), who retires by rotation and offers himself for re-appointment.

Krishna Bodanapu is the promoter and Managing Director and CEO of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.


To ratify the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors.

Deloitte Haskins & Sells was appointed for a period of 3 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.


DIVI'S LABORATORIES LTD

Adoption of Audited Financial Statements, Reports of the Board of Directors and Auditors for the year ended 31st March, 2016.



Confirmation of Interim dividend paid on Equity Shares as final dividend for the financial year ended 31st March, 2016.

The total dividend (including dividend tax) amounts to Rs. 3. 2 bn. Dividend payout ratio is at 28. 8% in FY16 (37. 7% in FY15). Shareholders can engage with the company to pay higher dividends.



Re-appointment of Mr. Madhusudana Rao Divi (DIN: 00063843), who retires by rotation and being eligible, offers himself for reappointment.

Madhusudana Rao Divi, 72, is designated as Director – Projects and is part of the promoter group. His reappointment is in line with all statutory requirements.



Ratification of appointment of M/s. PVRK Nageswara Rao & Co., as Statutory Auditors and fixing their remuneration.

Divi’s Laboratories Limited (Divi) proposes to ratify P. V. R. K. Nageswara Rao & Co. As statutory auditors: P. V. R. K. Nageswara & Co. Have been Divi’s statutory auditors for the past 20 years. We believe auditors must be rotated at least once every 10 years. Thereappointment is neither in line with our voting policy nor complies with the spirit of Section 139 of the Companies Act 2013.


FUTURE ENTERPRISES LIMITED

To receive, consider and adopt the Financial Statements of the Company for the financial year ended March 31, 2016 together with the reports of Directors’ and Auditors thereon.



The total dividend outflow, including dividend tax for FY16 is Rs. 53. 4 mn. The dividend per share for FY16 has reduced to Rs. 0. 1 per share, compared to Rs. 0. 6 in FY15. The dividend payout ratio is 19. 3%.



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

Kishore Biyani is part of the promoter group and Vice-Chairperson of the board. He stepped down as Managing Director of FEL w. E. F. 1 May, 2016, and continued as a Non-Executive Director. His reappointment is in line with the statutory requirements. Kishore Biyani has attended 83% of the meetings in FY16 and 94% of meetings in the last three years.



To ratify the appointment of M/s. NGS & Co. LLP, Chartered Accountants (ICAI Registration No. 119850W) as Statutory Auditors of the Company till next annual general meeting and to fix their remuneration.

NGS & Co. LLP have been auditing the company’s accounts for the last 11 years. We believe auditors must be rotated every 10 years. The ratification of their reappointment is neither in line with our voting policy on Auditor Rotation nor the spirit of Section 139 of Companies Act 2013NGS & Co. LLP have been auditing the company’s accounts for the last 11 years. We believe auditors must be rotated every 10 years. The ratification of their reappointment is neither in line with our voting policy on Auditor Rotation nor the spirit of Section 139 of Companies Act 2013.



To consider re-designation of and payment of remuneration to Mr. Vijay Biyani as Managing Director of the Company

Vijay Biyani is the promoter of the company and has been a Whole Time Director w. E. F. 26 September, 2006. In May, 2016, he was re-designated as Managing Director. His proposed remuneration of Rs. 34. 5 mn for the remainder of his term is in line with peers and commensurate with the size and scale of his responsibilities. In addition, he will be entitled to variable pay upto 5% of net profits of the company. The final commission is left to the discretion of the board which makes the overall pay open-ended. As a good governance practice, companies must cap the variable pay in absolute terms.



To consider appointment of Mr. Dinesh Maheshwari as Executive Director & Chief Financial Officer of the Company

Dinesh Maheshwari has been serving as the CFO of FEL since 31 October, 2010. He is now being appointed on the board as an Executive Director. His proposed remuneration of Rs. 25. 0 mn is in line with peers and commensurate with the size and scale of his responsibilities. As a good governance practice, the company has capped the commission payable to him each year.



To approve re-classification of Authorised Share Capital and amendment of the Capital Clause of Memorandum of Association;

The company seeks shareholder approval to re-classify the unissued 3 million Preference shares that are part of the authorized share capital into 150 million Equity shares worth Rs. 300 mn. The authorized share capital, post re-classification, will aggregate to Rs. 1300 mn, comprising of Rs. 1200 mn of Equity Share capital, and Rs. 100 mn of Class B share capital. There is no material impact on minority shareholders due to this re-classification.



To consider and approve Related Party Transaction

During the year, the FEL’s retail operations business was transferred to Future Retail. FEL continued to retain the retail infrastructure business. In order to maintain business continuity, FEL now needs to enter into transactions with Future Retail in order to lease out its infrastructure assets and to sell its goods. The value at which related party transaction is proposed to be carried out, Rs. 19 bn, is 20% of the FY16 sales. The transactions are at an arm’s length and in the ordinary course of business.



To Issue of Securities on Private Placement basis

FEL aims to raise Rs. 12. 5 bn from the domestic or overseas market on a private placement basis to support its retail business growth. The NCDs issued will be within the overall borrowing limit of Rs. 85 bn.


LINC PEN AND PLASTICS LIMITED

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2016 and Profit & Loss Account for the year ended on that date together with the reports of the Auditors and Directors



To declare Dividend on Equity Shares for the year ended 31st March, 2016

The total dividend (including dividend tax) amounts to Rs. 53. 4 mn in FY16. Dividend payout ratio is at 29. 1% (31. 0% in FY15).



To Appoint a Director in place of Shri Aloke Jalan (DIN: 00758762), who retires by rotation and being eligible offers himself for reappointment

Aloke Jalan (47) is the one of the two executive promoter directors on the Board of Linc Pen. He has over 25 years of experience and looks after Linc Pens’ marketing, focusing on the west and south India. He has attended 60% (3 of 5) of the board meetings in FY16 and 71% (10 of 14) of the board meetings held over the past three years. Although we do not consider attendance as a criterion for reappointing executive directors, we expect directors to take their responsibilities seriously and attend all meetings.



Shareholder


Management

recommendation


)

29/Aug/16 AGM Management For ABSTAIN Will engage with management on this issue.

29/Aug/16 VOLTAS LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

29/Aug/16 VOLTAS LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

29/Aug/16 VOLTAS LTD AGM Management For FOR


29/Aug/16 VOLTAS LTD AGM Management Ratification of Appointment of Auditors. For FOR


29/Aug/16 VOLTAS LTD AGM Management Ratification of Cost Auditor’s remuneration. For FOR




30/Aug/16 AGM Management To appoint Auditors For FOR

30/Aug/16 AGM Management Ratification of Remuneration to Cost Auditor For FOR







30/Aug/16 AGM Management To appoint Joint Statutory Auditors For FOR

30/Aug/16 DLF LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

30/Aug/16 DLF LIMITED AGM Management Confirmation of interim dividend. For FOR

30/Aug/16 DLF LIMITED AGM Management For FOR

30/Aug/16 DLF LIMITED AGM Management For AGAINST




To appoint Auditors M/s G.P. Agrawal & Co., Chartered Accountants and to authorise the Board to fix their remuneration


Adoption of Audited Financial Statements for the year ended 31st March, 2016 together with the Report of the Board of Directors and the Auditors thereon.


Adoption of Audited Consolidated Financial Statements for the year ended 31st March, 2016 together with the Report of the Auditors thereon.


Declaration of Dividend for the financial year 2015-16.

The total dividend (including dividend tax) amounts to Rs. 1,035. 4 mn in FY16. Dividend payout ratio is at 31. 1% (27. 2% in FY15).


Appointment of Mr. Noel N. Tata, who retires by rotation.

Noel N Tata, non-executive, non-independent director, is part of the promoter group and the Managing Director (MD) of Tata International Limited. He retires by rotation and his reappointment is in line with all statutory requirements.


Reputed auditors though we believe that the company should rotate auditors every 10 years keeping in spirit of the companies Act.


Appointment of Ms. Usha Sangwan as a Director.

Usha Sangwan(57), MD of LIC, is a LIC representative on the board of Voltas. LIC has a 7. 5% shareholding in Voltas. She was appointed as an Additional Director wef 12, August 2015 and attended 60% (3/5) of the board meetings in FY16. We expect directors to take their responsibilities seriously and attend all board meetings. Her appointment is in line with all statutory requirements.


The remuneration proposed is reasonable compared to the size and scale of operations.


CROMPTON GREAVES LIMITED

To consider and adopt :a) Audited Stand-alone Financial Statements, Reports of the Board of Directors and Auditors thereonb) Audited Consolidated Financial Statements and Auditors Report thereon



To re-appoint Director retiring by rotation - Dr Omkar Goswami (DIN 00004258)

Dr. Omkar Goswami is the Chairperson of CERG Advisory. He retired by rotation and his reappointment is in line with all the statutory requirements. Dr. Gosami has attended 83% of the board meetings held in FY16: we expect directors to take their responsibilities seriously and attend all board meetings.



To re-appoint Director retiring by rotation - Mr Bhuthalingam Hariharan (DIN 00012432)

Bhuthalingam Hariharan has over three decades of experience in Finance and Mergers and Acquisitions. He retired by rotation and his reappointment is in line with all the statutory requirements.



Sharp & Tannan have been the company’s statutory auditors for the past 20 years. They are being reappointed for a year to facilitate smooth transition to the new auditors, Chaturvedi & Shah (Resolution #12). They reappointment is in line with statutory requirements.



The approval of shareholders - for payment of Rs. 500,000 as remuneration to Ashwin Solanki & Co as cost auditors of the company for FY17- is sought in order to ensure compliance with Section 148 the Companies Act 2013. The proposed remuneration is reasonable.



To appoint a Director - Mr Neelkant Narayanan Kollengode (DIN 05122610)

Neelkant Narayanan Kollengode was appointed as the CEO and Managing Director of the company on 3 February 2016. His appointment is in line with all the statutory requirements.



To appoint CEO & Managing Director – Mr Neelkant Narayanan Kollengode (DIN 05122610)

Neelkant Narayanan Kollengode’s proposed remuneration is likely to be Rs. 37. 5 mn. The proposed remuneration is commensurate with the size and complexity of the business and comparable to peers.



To appoint a Director – Mr Madhav Acharya (DIN 02787445)

Madhav Acharya was appointed as Director (Finance) on 1 April 2016. His appointment is in line with all the statutory requirements.



To appoint Whole-Time Director – Mr Madhav Acharya (DIN 02787445)

Madhav Acharya’s proposed remuneration is likely to be Rs. 39 mn. The proposed remuneration is commensurate with the size and complexity of the business and comparable to peers.



To appoint Independent Director – Ms Ramni Nirula (DIN 00015330)

Ms. Ramni Nirula as three decades of experience in financial sector including project financing, strategy, planning and resources and corporate banking. Her appointment is in line with all statutory requirements.



Sale of Non-India Transmission and Distribution (T&D) Businesses

The sale of these businesses is in line with the company’s strategy to monetize its non-core overseas assets and focus on its domestic operations. The consideration of Euro 115 mn amounts to 0. 2 times the aggregate FY16 turnover of the businesses proposed to be divested. The consideration is being paid under a cash-free debt-free deal, which means that the cash and debt on the T&D business’ books will continue to remain with Crompton Greaves. While the valuation multiple is low compared to peers, we observe that the buyer, First Reserve, is a non-related party and was chosen after a competitive bidding process. These businesses reported a net loss of Rs. 4. 7 bn in FY16. Once the sale is concluded, these losses will not recur at a consolidated level in future years. As per management estimates, the company is expected to report a profit of Rs. 3. 25 bn in FY17. Further, the company has clarified that the proceeds of the sale will be used to repay debt in a manner that will make the company net debt neutral (current net debt of Rs. 6. 8 bn) in FY17. This will improve the company’s credit protection metrics and result in additional savings in interest costs.



The company proposes to appoint Chaturvedi & Shah as joint statutory auditor for FY17 and thereafter take charge as statutory auditors for four years. Appointment of joint statutory auditors ensures smooth transition of the company’s financial statements to new auditor. Their appointment is in line with all statutory requirements.


Adoption of Financial Statements ( including the Consolidated Financial Statements ) for the financial year ended 31st March, 2016.


The company has declared its maiden dividend of Rs. 1. 90 per share for the year ended 31 March 2016. The dividend payout for the year is 46. 9%.


Re-appointment of Ms. Pia Singh, who retires by rotation

Pia Singh is part of the promoter group. She retires by rotation and her reappointment is in line with all statutory requirements. She has attended only five out of seven board meetings (71%) in FY16. In the last three years, she has attended 16 (including one through video-conference) out of 21 meetings (76%). We expect directors to take their responsibilities seriously and attend all board meetings.


Appointment of Statutory Auditors and to fix their remuneration.

Walker Chandiok & Co. LLP have been the company’s auditors for 26 years. We believe auditors must be rotated every ten years. The reappointment is neither in line with our voting policy nor the spirit of Section 139 of the Companies Act 2013.


Approval/Ratification of fee payable to Cost Auditors.

Payment to cost auditors, RJ Goel & Co. , for the year ended 31 March 2016 aggregates to Rs. 0. 325 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate with the size of the company.



Shareholder


Management

recommendation


)




30/Aug/16 AGM Management Adoption of accounts For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

30/Aug/16 AGM Management Confirmation of dividend For FOR

30/Aug/16 AGM Management Re-appointment of Mr. Jimmy Mahtani For FOR

30/Aug/16 AGM Management Re-appointment of Mr. Kosmas Kalliarekos For FOR

30/Aug/16 AGM Management Re-appointment of Statutory Auditors For ABSTAIN





31/Aug/16 Postal Ballot Management For FOR












Approval Re-designation/Appointment of Mr. Mohit Gujral as Chief Executive Officer & Whole-Time Director.

Mohit Gujral was appointed as Whole Time Director for a period of five years from February 2014. His re-designation to CEO and Whole Time Director will occur at the same remuneration terms and conditions for the remainder of his current term. He was paid Rs. 151. 0 mn in FY16.


Approval Re-designation/Appointment of Mr. Rajeev Talwar as Chief Executive Officer & Whole-Time Director.

Rajeev Talwar was appointed as Whole Time Director for a period of five years from February 2014. His re-designation to CEO and Whole Time Director will occur at the same remuneration terms and conditions for the remainder of his current term. He was paid Rs. 69. 1 mn in FY16.


Approval to offer or invite for subscription of Non-convertible Debenture including other debt securities on private placement basis.

The proposed NCD issuance and existing borrowings will not exceed the borrowinglimits of the Company.


HEXAWARE TECHNOLOGIES LTD



Hexaware Technologies Limited (Hexaware) paid four interim dividends in 2015 that aggregate to Rs. 8. 65 per equity share. The total dividend outflow including dividend tax for 2015 is Rs. 3. 1 bn. The dividend payout ratio for 2015 is 93. 9% (109. 7% in 2014).



Jimmy Mahtani is Managing Director, Baring Private Equity Asia (promoter entity). His reappointment is in line with all statutory requirements. He attended 67% of the board meetings in 2015 and 80% of the board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all meetings.



Kosmas Kalliarekos is Managing Director, Baring Private Equity Asia (promoter entity). He attended has attended 50% of the board meetings in person and the company has clarified that he attended 50% of the board meetings via a call in 2015. We expect directors to take their responsibilities seriously and attend all meetings.



Reputed Auditors though company must rotate auditors keeping in spirit with the Companies Act.



Re-appointment of Mr. Basab Pradhan as a Non-Executive Independent Director

Basab Pradhan is the former Senior Vice President of Infosys. He attended 67% of the board meetings in 2015 and 50% of the board meetings in 2014. He has been on the board for the past two years. We expect directors to take their responsibilities seriously and attend all meetings: else, at least 75% of the board meetings held over the previous three-year period.



Re-appointment of Mr. Christian Oecking as a Non-Executive Independent Director

Christian Oecking is the former Managing Director of Siemens IT Solutions and Services Beteiligungs- GmbH. He attended 67% of the board meetings in 2015 and 50% of the board meetings in 2014. He has been on the board for the past two years. We expect directors to take their responsibilities seriously and attend all meetings: else, at least 75% of the board meetings held over the previous three-year period.



Appointment of Mrs. Meera Shankar as a Non-Executive Independent Director

Meera Shankar is a retired IFS Officer. She was appointed as an Additional Director from 11 April 2016. Her appointment is in line with all statutory requirements.



Change in Place of keeping the Register of Members, Index of Members etc.

The company changed its RTA as there is a SEBI order against Sharepro. The company has appointed Karvy Computershare Private Limited as the new RTA with effect from 29 April 2016. The company seeks shareholder approval to keep the registers and other documents at the registered office of Karvy Computershare Private Limited in Mumbai. The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.



Issuance of securities in the nature of unsecured, redeemable non-convertible debentures on private placement basis.

These debt instruments issued will be within the Bank’s overall borrowing limits (Rs. 500. 0 bn approved in the AGM of 2015). Kotak Bank’s Certificate of Deposits are rated CRISIL A1+, and long term ratings are CRISIL AAA/Stable, IND AAA/Stable and ICRA AAA/Stable.


MOTHERSON SUMI SYSTEMS LTD NO

Adoption of Financial Statements for the year ended March 31, 2016



Approval of interim dividend as final dividend for the year ended March 31, 2016

Motherson Sumi Systems Limited (MSSL) has paid an interim dividend of Rs. 2. 5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 3. 8 bn. The dividend payout ratio for FY16 is 53. 0%.



Re-appointment of Ms. Noriyo Nakamura, who retires by rotation, being eligible, seek reappointment

Ms. Noriyo Nakamura is a Nominee Director of Sumitomo Wiring Systems Limited. She retires by rotation, and her reappointment is in line with the statutory requirements.



Ratification of appointment of Auditor and fixing their remuneration

Reputed Auditors though we believe that management should change auditors keeping in line with the requirements of the companies Act.



Appointment of Mr. Naveen Ganzu as an Independent Director for a period of 5 years

Naveen Ganzu is the Managing Director and Country Lead of MWV India Paperboard Packaging Private Limited. He was associated with Samvardhana Motherson Group from November 1984 to January 2001 and his last position (in January 2001) was President and Whole-time Director of Motherson Sumi Systems Limited. His appointment is in line with the statutory requirements.



Revision of the salary of Mr. Pankaj Mital, Whole-time Director of the Company

MSSL proposes to revise Pankaj Mital’s remuneration to ~Rs. 18. 5 mn. He was appointed as Whole-time Director (designated as Chief Operating Officer) for 3 years from 1 April 2014. In FY16, the ratio of his remuneration (Rs. 15. 3 mn) to median remuneration was 67. 5x. The proposed remuneration is commensurate with the size and complexity of the business and is in line with peers. As a good governance practice, the company must consider setting a cap (in absolute terms) on the bonus payable to him.



Payment of Commission to the Non-executive Directors

The company, through its EGM held on 18 March 2013, had obtained shareholder approval to pay commission not exceeding 1% of net profits (capped at Rs. 10. 0 mn) to its non-executive directors for five years from 1 April 2012. The company is seeking shareholder approval to pay commission of Rs. 12. 08 mn for FY16 and to continue payment of commission to non-executive directors of the company (at an amount not exceeding 1% of net profits) removing the earlier cap of Rs. 10. 0 mn. We believe the existing practice of a cap on the commission is a good policy and the company should reintroduce this.



Approve the remuneration for Cost Auditor for the Financial Year 2016-17




Issuance of equity shares on preferential basis

The company has announced a 5-year plan ‘Vision 2020’. The board is seeking to issue 17. 8 mn equity shares on preferential basis to Sumitomo Wiring Systems Ltd. , Japan (SWS), a promoter and technical collaborator, to partly offset any dilution as a consequence of a proposed QIP. The issuance of new shares will lead to a dilution of 1. 3% for minority shareholders. The allotment of 17. 8 mn equity shares to SWS will raise Rs. 5. 7 bn (assuming CMP of Rs. 319. 0 per equity share). SWS’s stake will increase from 25. 29% to 26. 28% after the preferential allotment. MSSL’s association with SWS is beneficial for the company.



Issuance of Foreign Currency Convertible Bond (FCCB)

As an alternative to preferential allotment in case it cannot be completed within 15 days, MSSL may consider issuance of FCCBs and/ or other bonds amounting upto Euro 75 mn (~Rs. 5. 6 bn), in one or more tranches, to SWS. If all FCCBs are converted into equity shares, the issuance of shares will lead to a dilution of 1. 3% for minority shareholders (assuming CMP of Rs. 319. 0 per equity share).



Shareholder


Management

recommendation


)



1/Sep/16 BOSCH LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

1/Sep/16 BOSCH LTD AGM Management Declaration of a dividend. For FOR

1/Sep/16 BOSCH LTD AGM Management For FOR

1/Sep/16 BOSCH LTD AGM Management For ABSTAIN





1/Sep/16 AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.


1/Sep/16 AGM Management Confirmation of interim dividend declared For FOR

1/Sep/16 AGM Management For FOR


1/Sep/16 AGM Management For ABSTAIN


1/Sep/16 AGM Management For FOR Issuance will be within the overall borrowing limit of the company.







Issuance of equity shares through Qualified Institutional Placement (“QIP”)

The capital infusion will help the company to strengthen capital base and to meet general corporate purposes. The issue will be governed by the SEBI Regulations and will result in a dilution of around 6. 6% for existing shareholders (at current market price of Rs. 319. 0 per share, in order to raise Rs. 30 bn, 94 mn fresh shares need to be allotted).



Enhancement of the limit of holding of Foreign Institutional Investor / Foreign Portfolio investor holders

The FPIs and FIIs may invest in the equity shares of a company upto the sectoral cap/ statutory limit subject to shareholder approval. The company is proposing to enhance the FPI/ FII investment limit up to 30% of the paid-up equity capital of the company. The increased shareholding limit for FPIs/ FIIs in a company normally results in enhanced shareholder value.


Adoption of Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2016.




Re-appointment of Mr. Soumitra Bhattacharya as a Director.

Soumitra Bhattacharya, 55, is the Joint MD and the Chief Financial Officer of the company. He retires by rotation and his re-appointment is in line with statutory requirements.


Ratification of Appointment of Price Waterhouse & Co Bangalore LLP (Regn. No. 007567S/S-200012) Chartered Accountants, as Auditors of the Company.

Reputed Auditor, though we expect management to change auditor in line with the requirements of the Companies Act.


Re-appointment of Dr. Steffen Berns as a Managing Director with effect from January 01, 2017.

Dr. Steffen Berns, 53, is the Managing Director of Bosch Limited. The company proposes to re-appoint him as MD for two years with effect from 1 January 2017 and fix his remuneration. Dr. Steffen Berns’ remuneration has been in line with the performance of the company. Further, the estimated FY17 remuneration of ~Rs. 90. 6 mn is in line with peers and commensurate with the size and complexity of the business. Over the past three years, 30-35% of his remuneration has been performance-linked commission, establishing the linkage between pay and performance.


Re-appointment of Mr. Soumitra Bhattacharya as Joint Managing Director with effect from January 01, 2017.

Soumitra Bhattacharya, 55, is the Joint MD and the Chief Financial Officer of the company. The company proposes to re-appoint him as MD for three years and six months with effect from 1 January 2017 and fix his remuneration. Soumitra Bhattacharya’s estimated FY17 remuneration of ~Rs. 54. 2mn is in line with peers and commensurate with the size and complexity of the business. Over the past three years, between 31-41% of his remuneration has been performance-linked commission, establishing a link between pay and performance.


Ratification of remuneration payable to Cost Auditors.



Approval of Alteration of the Articles of Association of the Company.

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to replace the entire existing AoA. The proposed AoA have been uploaded on the website of the company.


RELIANCE INDUSTRIES LTD

Consider and adopt: a) Audited Financial Statement for the Financial Year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon



Consider and adopt: b) Audited Consolidated Financial Statement for the Financial Year ended March 31, 2016 and the Report of the Auditors thereon






Re-appointment of Shri Nikhil R. Meswani, a Director retiring by rotation

Nikhil Meswani, 50, is an Executive Director, primarily responsible for the Petrochemicals division. He retires by rotation and his re-appointment is in line with statutory requirements. Nikhil Meswani has attended 83% of the board meetings held in FY16: we expect directors to take their responsibilities seriously and attend all board meetings.



Re-appointment of Shri Pawan Kumar Kapil, a Director retiring by rotation

Pawan Kumar Kapil, 70, is Executive Director, Group Manufacturing Services. He retires by rotation and his re-appointment is in line with statutory requirements. Pawan Kumar Kapil has attended 83% of the board meetings held in FY16: we expect directors to take their responsibilities seriously and attend all board meetings.



Appointment of Auditors and fixing their remuneration

Reputed Auditors though we believe management should change auditors keeping in spirit of the companies act.



Ratification of the remuneration of the Cost Auditors for the financial year ending March 31, 2017




Approval of offer or invitation to subscribe to redeemable non-convertible debentures on private placement


ALKEM LABORATORIES LTD

Receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2016 and the Reports of the Board of Directors and Auditors thereon; b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016 and the Reports of the Board of Directors and Auditors thereon.



Confirmation and approval of payment of the first interim dividend of ` 3/- per Equity Share and second interim dividend of ` 9.7/- per Equity Share of Face value of ` 2/- each paid during the financial year ended 31st March, 2016.

The total dividend (including dividend tax) amounts to Rs. 1. 8 bn. Dividend payout ratiois at 28. 6% in FY16 (15. 4% in FY15).



Appointment of Mr. Dhananjay Kumar Singh (DIN: 00739153), who retires by rotation and being eligible, offers himself, for re-appointment as a director.

Dhananjay Kumar Singh, 54, is the Joint Managing Director and is part of the promoter group. His reappointment is in line with all statutory requirements. We believe that in a public listed company promoters should refrain from appointing many family members in executive roles on the board. Though having numerous family members on the board is not unusual in India, we find that six family members on the board is excessive. Also, this practice deters from attracting right talent to the company. Further, the aggregate remuneration to all the family members on the board of Rs. 339. 8is considerable.



Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 101248W/ W-100022) as Statutory Auditors of the Company.

Alkem Laboratories Limited (ALL) proposes to ratify B S R & Co. LLP (part of the KPMG audit network) as statutory auditors: Auditors that are a part of the KPMG audit network have been ALL’s statutory auditors for the past two years. The ratification is in line with our voting policy on auditor rotation and Section 139 of the Companies Act 2013.



Shareholder


Management

recommendation


)





















3/Sep/16 AGM Management To approve related party transactions For FOR




Ratification for the Payment of the Remuneration to Mr. Suresh D Shenoy, Cost Accountant (Membership No. 8318), as Cost Auditor of the Company.

Payment to cost auditors for FY16 aggregates Rs. 0. 7 mn (excluding service tax and reimbursement of out-of-pocket expenses), which is commensurate to the size of the company.



Approval for maintenance of the Register of Members at a place other than Registered Office of the Company.

ALL proposes to keep the register of members and other documents at the office of the company’s register and transfer agent, Link Intime India Private Limited, in Mumbai, India. We believe that this will not inconvenience shareholders.



Approval for increase in remuneration of Mr. Basudeo N. Singh, Executive Chairman of the Company.

Basudeo Singh, 75, is the Executive Chairperson and co-founder of ALL. In FY16, he was paid Rs. 86. 9 mn which was 405x the median employee remuneration. Although Basudeo Singh’s past remuneration has not been commensurate to company profits, his proposed FY17 remuneration estimated at Rs. 126. 8 mn is comparable to that of industry peers and commensurate with the size of the business and complexities of his role. As a good governance practice, companies must cap the absolute amount of short termincentives payable to board members.


PIDILITE INDUSTRIES LTD

Adoption of audited financial statements of the Company together with the reports of Board of Directors and Auditors thereon and audited consolidated financial statements of the Company for the year ended 31st March, 2016.



Confirmation of payment of interim dividend and declaration of final dividend on Equity Shares.

The dividend per share has increased from Rs. 2. 90 per equity share in FY15 to Rs. 4. 15 per equity share in FY16. The payout ratio has increased to 36. 4% in FY16 from 35. 6% in FY15.



Re-appointment of Shri A B Parekh as a Director.

AB Parekh is part of the promoter group and has served on the board of the company for last 31 years. He retires by rotation and his reappointment is in line with the statutory requirements.



Re-appointment of Shri Sabyaschi Patnaik as a Director.

Sabyaschi Patnaik serves as Director- Operations in Pidilite. He retires by rotation and his reappointment is in line with the statutory requirements.



Ratification of appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors.

Deloitte Haskins & Sells have been auditing the books of the company for last three years. The ratification of Deloitte Haskins & Sells’ appointment as statutory auditors is in line with our Voting Policy on Auditor (Re)Appointment and also with the requirements of Section 139 of the Companies Act 2013.



Appointment of Shri Vinod Kumar Dasari as an Independent Director for a period of 5 years.

Vinod Kumar Dasari is currently the Managing Director and Chief Executive Officer of Ashok Leyland. His appointment is in line with the statutory requirements.



Ratification of payment of remuneration to M/s. V J Talati & Co., Cost Auditors.

The board had approved the appointment of V J Talati & Co. As cost auditors for FY17 for a total remuneration of Rs. 165,000. The remuneration is reasonable.



Approval for continuation of the appointment of Shri M B Parekh as Executive Chairman of the Company.

MB Parekh, promoter, was last appointed by shareholders as the Chairperson in the FY13 AGM for a period of five years, w. E. F. 1 August 2013. He will be attaining the age of 70 years on 26 August 2016. Even though his appointment terms are valid for some more time, as a matter of abundant caution the company seeks shareholder’s approval for the continuation of his employment in his existing capacity. The approval will be valid till the end of his current term (31 July 2018).


MANGALORE REFINERY AND PETRO LTD

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2016, the reports of the Board of Directors and Auditors thereon; and Audited Consolidated Financial Statements.



To appoint a Director in place of Shri D. K. Sarraf (DIN:00147870) who retires by rotation and being eligible offers himself for re-appointment as a Director.

DK Sarraf is the Chairperson of the Company. His reappointment is in line with the statutory requirements.



To authorize Board of Directors of the Company to fix the remuneration of the Joint Statutory Auditors of the Company for the Financial Year 2016-17

As per the provisions of the Companies Act, 2013, while the auditors of a government company are to be appointed/re-appointed by the Comptroller and Auditor General (CAG) of India, the remuneration of the auditor has to be fixed by the company in the general meeting. MRPL is accordingly seeking approval from its shareholders to authorize the board to fix the remuneration of the auditors in FY17. We observe that the auditor was paid total audit fees of Rs. 3. 9 mn in FY16 (excluding tax and reimbursements) which is reasonable considering the size of the company.



To appoint Shri A. K. Sahoo (DIN:07355933) as Director

AK Sahoo was appointed as Director (Finance) of MRPL by the Ministry of Petroleum and Natural Gas (MoP&NG) in November 2015. His appointment is in line with the statutory requirements. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good governance practice, the company should have disclosed the proposed appointment terms including tenure and remuneration to its shareholders through the AGM notice.



To appoint Shri Diwakar Nath Misra (DIN:07464700) as Director

Diwakar Nath Misra was appointed as the Nominee Director of Government of India by MoP&NG in March 2016. His appointment is in line with the statutory requirements.



To raise funds upto ` 3,000 crore through issue of non convertible debentures (NCDs)/ Bonds

The company has a credit rating of ICRA AAA/Stable/ICRA A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The issuance will be within the overall borrowing limits of the company approved in 2015 AGM. We highlight transparency risk to the proposal as the company has not mentioned the planned utilization of the proceeds from the issuance.



Enhance public shareholding of the Company to 25% pursuant to SEBI directive

The company seeks to increase the public shareholding in the company to 25% of the paid up equity share capital. To adhere to this requirement, the company has options including issuance of new equity shares. The exact size and dilution on account of the issuance cannot be ascertained. If the company opts to dilute the promoter shareholding through issuance of new equity shares, it will have to issue 317. 4 mn shares to public shareholders and raise Rs. 25. 6 bn (at current market price of Rs. 77. 6 per share). The issuance is 15. 3% of the post issuance equity share capital of the company.



To ratify the remuneration of the Cost Auditors for the Financial Year 2015-16

The remuneration of Rs. 175,000 paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.



To ratify the remuneration of the Cost Auditors for the Financial Year 2016-17

The proposed remuneration of Rs. 185,000 to Bandyopadhyaya Bhaumik & Co, cost auditors for FY17, is reasonable compared to the size and scale of operations.



MRPL proposes to sell aviation turbine fuel (ATF) to Shell MRPL Aviation Fuels and Services Limited (SMAFSL) as per their existing agreement. The company also has a tripartite agreement with ONGC Mangalore Petrochemicals Ltd (OMPL) and Mangalore SEZ Ltd (MSEZ) for the supply of river water/TTP water and marine outfall and for the construction of pipeline corridor and bypass road. MRPL is also paying service charges to MSEZ. The company may do transactions with each of the two related parties upto 10% of its turnover, or, Rs. 1 bn whichever lower. The proposed transactions are in ordinary course and at arm’s length.


VARDHMAN TEXTILES LIMITED

Adoption of Financial Statements, Reports of Auditors and Board of Directors of the company for the financial year ended March 31, 2016.



Shareholder


Management

recommendation


)


5/Sep/16 AGM Management For FOR We will initiate a dialogue with the management in this context.








6/Sep/16 AGM Management For AGAINST



6/Sep/16 RBL BANK LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

6/Sep/16 RBL BANK LIMITED AGM Management For FOR



6/Sep/16 RBL BANK LIMITED AGM Management To appoint Branch Auditors For FOR






6/Sep/16 RBL BANK LIMITED AGM Management Increase in Borrowing powers For FOR

7/Sep/16 AGM Management Adoption of Audited Financial Statements For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

7/Sep/16 AGM Management Appointment of Director For FOR



Re-appointment of Mrs. Suchita Jain, Director who retires by rotation.

Suchita Jain (48) is the daughter of the promoter, SP Oswal, and wife of Joint MD Sachit Jain. She has more than 23 years of experience in textiles. She was earlier appointed as an Executive Director in the FY10 AGM for 5 years till 31 March 2015. Her reappointment is in line with the statutory requirements.



Ratification of the appointment of Statutory Auditors of the Company for the financial year 2016-17 and to fix their remuneration



Re-appoint Mr. Neeraj Jain as Joint Managing Director of the Company

Neeraj Jain (48), is a Chartered Accountant and has over 24 years of experience in the textile industry. His proposed remuneration in FY17 at Rs 9. 5 mn is in line with peers and reasonable given the size and scale of operations.



Re-appoint Mr. Sachit Jain as Joint Managing Director of the Company

Sachit Jain (50), joint MD is the son-in-law of SP Oswal (promoter). He is a BTech, MBA and has more than 26 years of experience in the textile industry. His proposed remuneration in FY17 at Rs 10. 8 mn is in line with peers and reasonable given the size and scale of operations.



Approval of Vardhman Textiles Limited Employee Stock Option Plan 2016 under SEBI (Share Based Employee Benefits) Regulations, 2014

Given past track record of management, without full details we dont see it correct to oppose.



Ratification of the remuneration of the Cost Auditors for the financial year ending 31st March, 2017

The remuneration proposed is reasonable compared to the size and scale of operations.


KEI INDUSTRIES LIMITED

Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2016.



Declaration of Dividend for the Financial Year 2015-16 on Equity Shares of the Company.

The dividend per share has increased from Rs. 0. 4 per equity share in FY15 to Rs. 0. 5 per equity share in FY16. Despite the increase in profits, dividend payout ratios have been low, ranging between 7% and 16%, over the past three years.



Re-appointment of Mrs. Archana Gupta as a Director, who retires by Rotation.

Archana Gupta is part of the promoter group and has served on the board of the company for last 12 years. She retires by rotation and her reappointment is in line with the statutory requirements.



Re-appointment of M/s. Jagdish Chand & Co., Chartered Accountants, as Statutory Auditors of the Company

Jagdish Chand & Co. Have been auditing the company’s accounts for last 17 years. We believe auditors must be rotated every ten years. Their reappointment as statutory auditor for FY17 is not in line with our Voting Policy on Auditor (Re)Appointments nor the spirit of Section 139 of the Companies Act 2013.



Re-appointment of Mr. Anil Gupta, as Chairman-cum Managing Director of the Company.

Anil Gupta is the promoter of the company His proposed remuneration of Rs. 65. 1 mn (based on our assumptions) is high compared to peers and amounts to more than 10% of FY16 consolidated PAT. Further, there is no absolute cap on his commission, which will be decided by the board. This makes his overall pay structure open-ended and this will only aggravate the uncertainty as the company grows.



Ratification of Remuneration of M/s. S. Chander & Associates, Cost Accountants, appointed as Cost Auditors of the Company.

The board has approved the appointment of S. Chander & Associates as cost auditors for FY17 for a total remuneration of Rs. 0. 2 mn (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is reasonable.


To consider and adopt the Audited Financial Statements of the Bank for the financial year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon.


To confirm the interim dividend paid during the year.

RBL Bank has paid an interim dividend of Rs. 1. 5 per share in FY16. The dividend payout is 20. 1%.


To appoint Director in place of Mr. Narayan Ramachandran (DIN 01873080), who retires by rotation and being eligible, offers himself for re-appointment

Narayan Ramachandran is the Chairman of the bank. His reappointment as director is in line with all statutory requirements.


To appoint Auditors and to fix their remuneration

BSR & Co. LLP replace SR Batliboi & Co. LLP as statutory auditors of the bank. Their appointment is in-line with the statutory requirements.


RBL Bank has 197 branches across in 16 states/union territories and proposes to appoint branch auditors to audit its branches.


Appointment of Mr. Rajeev Ahuja (DIN 00003545) as Whole-time Director, liable to retire by rotation

Rajeev Ahuja is the Head – Strategy, Retail, Transaction Banking and Financial Inclusion and has about 30 years of experience in investment banking and financial markets. The proposed remuneration (excluding perquisites and stock options) is estimated at Rs. 22 mn per annum. In FY16, he was granted 1. 25 mn stock options. If such grants continue, we expect this remuneration to be in the range of Rs. 130 to Rs. 150 mn. The proposed remuneration is in line with that of peers from the same industry. Further, it is commensurate with the size and performance of the business and complexities of his role.


Appointment of Mr. Prakash Chandra (DIN 02839303) as an Independent Director

Prakash Chandra is former Chairman of Central Board of Direct Taxes. His appointment as director is in line with all statutory requirements.


Appointment of Mr. Ishan Raina (DIN 0015195) as an Independent Director

Ishan Raina is a founder CEO of Out of Home (OOH) India. His appointment as director is in line with all statutory requirements.


Revision in remuneration of Mr. Vishwavir Ahuja, Managing Director & Chief Executive Officer of the Bank

Vishwawir Ahuja was paid Rs. 12. 5 mn in FY16 excluding annual performance linked variable compensation. The bank has not disclosed the variable compensation paid and options granted in FY16. The bank proposed to revise his remuneration: based on the available disclosures, we estimate the revised remuneration to be in the region of Rs. 25 mn. The bank has not disclosed the stock options granted to him in FY16: however, based on past trends, we expect his overall remuneration (including stock options) to be in the region of Rs. 150mn to Rs. 180mn. Vishwavir Ahuja owns 2. 8% of RBL’s equity as on 31 March 2016. The proposed remuneration is in line with industry peers. Further, it is commensurate with the size and performance of the business and complexities of hisrole.


Issue of Long Term Bonds/ Non-convertible debentures on a private placement basis

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


The bank is required to maintain capital adequacy levels as required by RBI – therefore, we believe that RBL Bank’s debt levels will be maintained at manageable levels at all times. As on 31 March 2016, the Capital Adequacy Ratio stood at 12. 9%, including Tier I capital at 11. 1%.


ADITYA BIRLA FASHION AND RETAI



Sushil Agarwal, 53, is the Group Chief Financial Officer (CFO), Aditya Birla Group and Whole Time Director and CFO, Grasim Industries Limited. His reappointment is in line with all statutory requirements.



Shareholder


Management

recommendation


)







7/Sep/16 Postal Ballot Management For ABSTAIN Need more information to take a firm decision on this issue.


7/Sep/16 AGM Management Declaration of dividend on Equity Shares For FOR



7/Sep/16 AGM Management Ratification of remuneration of Cost Auditors For FOR














Re-appointment of Statutory Auditors and fixing their remuneration

Aditya Birla Fashion and Retail Limited (ABFRL) proposes to reappoint SRBC & Co. LLP (part of the E&Y audit network) as statutory auditors. Auditors that are a part of the E&Y audit network have been ABFRL’s statutory auditors for the past four years. Thereappointment is in line with our voting policy on auditor rotation and in keeping with Section 139 of the Companies Act 2013.



Fees to be paid by Members of the Company for service of documents through a particular mode of service

The company seeks shareholder approval to enable service of documents in the manner as requisitioned by the shareholder by charging the estimated actual expenses as may be applicable. However, given the nature of the charge, this might become a deterrence for shareholders to seek information.



Issuance of Non-Convertible Debentures for an amount of upto ` 1,250 crore, on private placement basis

The non-convertible debentures will be carved out of the approved borrowing limits.



Increase in overall Borrowing Limits of the Company

The company’s standalone debt on 31 March 2016 was Rs. 18. 5 bn (including short term loans). For the year ended 31 March 2016, the company’s standalone debt-equity and debt/EBITDA was 2. 0x and 4. 5x, respectively. The company is proposing to increase its borrowing limit primarily business for requirements, growth plans, and increased fund requirements post effectiveness of the restructuring. The debt programs of Aditya Birla Fashion and Retail Limited (ABFRL) are rated CRISIL AA/Stable/CRISIL A1+, whichindicates high degree of safety regarding timely servicing of financial obligations.



Creation of Charge/ Mortgage on assets of the Company




Revision in limits of remuneration of Mr. Pranab Barua, Managing Director of the Company

Pranab Barua, 63, is the Managing Director. Pranab Barua was appointed as a nonexecutive director effective 23 January 2009 and was re-designated as the Managing division (MFL) which is a part of ABFRL effective 1 April 2015. Currently, ABFRL proposes to revise his remuneration so as to include the remuneration paid on behalf ofMFL. In FY16, he was paid Rs. 47. 3 mn which was 333x the median employee remuneration. Although Pranab Barua’s past remuneration has not been commensurate to company profits, his proposed remuneration is comparable to that of industry peers andcommensurate with the size of the business and complexities of his role. Additionally, Pranab Barua is a professional whose skills carry market value. Moreover, the revision is primarily to include the remuneration paid on behalf of MFL Director in October 2013. Also, he was an employee of Madura Fashion & Lifestyle.


INTERGLOBE AVIATION LIMITED

Special Resolution for ratification and amendment of the InterGlobe Aviation Limited Employees Stock Option Scheme – 2015 (“ESOS 2015 - II”).


JK LAKSHMI CEMENT LTD

Consideration and adoption of the financial statements of the Company ((including consolidated financial statements) for the financial year ended 31st March 2016 and the Reports of the Board of Directors and Auditors thereon.



The total dividend outflow including dividend tax for the year is ~Rs. 35. 4 mn. The dividend payout ratio for the year is ~56%. The company has reduced the dividend per share to Rs. 0. 25 in FY16 from Rs. 2. 0 in FY15 on account of a fall in profits.



Re-appointment of Dr. Raghupati Singhania (DIN: 00036129), who retires by rotation.

Dr. Raghupati Singhania, 69, is part of the promoter family. He retires by rotation and his re-appointment is in line with statutory requirements.



Ratification of appointment of Statutory Auditors and their remuneration.

They have been the company’s statutory auditors for the past 19 years. We believe auditors must be rotated once every ten years. The ratification of Lodha & Co is neither in line with our Voting Policy on Auditor Re(appointment) nor does it follow the spirit of Section 139 of the Companies Act 2013.






Payment of Minimum Remuneration to Shri Bharat Hari Singhania for FY 2015-16 and remaining tenure FY 2016-17

Part of core promoter group and compensation paid by JK Lakshmi is commensurate.



Payment of Minimum Remuneration to Smt. Vinita Singhania for FY 2015-16 and remaining tenure FY 2016-17

Her FY16 remuneration of Rs. 41. 3 mn is in line with peers and commensurate with the size and complexity of the business. Further, the company has refrained from paying commission to the directors in FY16 on account of poor profitability.



Payment of Minimum Remuneration to Shri Sushil Kumar Wali for FY 2015-16 and remaining tenure FY 2016-17

His FY16 remuneration of Rs. 25. 3 mn is in line with peers and commensurate with the size and complexity of the business. Further, the company has refrained from paying commission to the directors in FY16 on account of poor profitability.



Payment of Minimum Remuneration to Dr. Shailendra Chouksey for FY 2015-16 and remaining tenure FY 2016-17

His FY16 remuneration of Rs. 25. 3 mn is in line with peers and commensurate with the size and complexity of the business. Further, the company has refrained from paying commission to the directors in FY16 on account of poor profitability.



Authority for payment of Remuneration to Non-executive Directors

The maximum commission paid to non-executive directors in the past three years was 0. 5% of the standalone net profit, which is reasonable. As a good governance practice, companies must cap the absolute amount of short term incentives payable to board members and specify a time period for which the approval will be valid.



Re-appointment of Shri Bharat Hari Singhania as Managing Director

Part of core promoter group and compensation paid by JK Lakshmi is commensurate.



Re-appointment of Smt. Vinita Singhania as Managing Director

Vinita Singhania’s estimated FY17 remuneration of ~Rs. 78. 7mn is in line with peers and commensurate with the size and complexity of the company. However, her proposed commission structure is open-ended, with the commission at 2% or more of net profit, at the discretion of the board. As a good governance practice, companies must cap the absolute amount of remuneration payable to directors.



Re-appointment of Shri Sushil Kumar Wali as Whole-time Director

SK Wali is a professional and his estimated FY17 remuneration of ~Rs. 33. 0 mn is in line with peers and commensurate with the size and complexity of the company. As a good governance practice, companies must cap the absolute amount of remuneration payableto directors.



Re-appointment of Dr. Shailendra Chouksey as Whole-time Director

Dr. Shailendra Chouksey is a professional and his estimated FY17 remuneration of ~Rs. 33. 0 mn is in line with peers and commensurate with the size and complexity of the company. As a good governance practice, companies must cap the absolute amount of remuneration payable to directors.



Authority to Directors for contribution to bonafide charitable and other funds

This is a socially positive action initiated by the company, however we would need more details regarding the same.


ORACLE FINANCIAL SERVICES SOFTWARE LTD

Adoption of Balance sheet as on March 31st, 2016, the Statement of Profit and Loss for the year ended that date and Reports of Board Of Directors and Auditors thereon.



Shareholder


Management

recommendation


)









7/Sep/16 AGM Management Declaration of Dividend on Equity Shares. For FOR






7/Sep/16 VEDANTA LIMITED Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted

7/Sep/16 VEDANTA LIMITED Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted

8/Sep/16 AGM Management For Abstain Due to administrative reasons, voting could not get casted









Appointment of Director in place Mr. Robert k. Weiler (DIN : 01531399), who retires by rotation and being eligible, has offered himself for re-appointment.

Robert Weiler is Executive Vice President, Oracle Global Business Units, Oracle Corporation. He is non-executive non-independent director of Oracle and represents the promoter group. His reappointment is in line with all the statutory requirements. Robert Weiler has attended 75% of the board meetings held in FY16: we expect directors to take their responsibilities seriously and attend all board meetings. Further, the company may consider appointing an Alternate Director for Robert Weiler, who can attend board meetings in his absence.



Appointment of Director in place Mr. Harinderjit Singh (DIN : 06628566), who retires by rotation and being eligible, has offered himself for re-appointment.

Harinderjit Singh is Senior Vice President, GM (Financial Services), Oracle Corporation. He is non-executive non-independent director of Oracle and represents the promoter group. Harinderjit Singh has attended 2 of 6 board meetings in FY16 and 63% (12/19) board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings.



Declaration of a final Dividend of Rs. 100 per equity share for financial year ended March 31st, 2016

Oracle Financial Services Software Ltd. (OFSS / Oracle) proposes a final dividend of Rs 100 per share of face value Rs 5. Aggregate dividend outflow for FY16 was Rs. 10. 2 bn (FY15 - Rs 66. 3 bn) and pay-out ratio was 87. 6%.



Ratification of the appointment of S. R. Batliboi & Co. LLP, Chartered Accountant ( Firm Registration no. 101049W/E30004) as Statutory Auditors of the Company, and fix their remuneration

Reputed Auditor though management should rotate auditors keeping with the spirit of the Companies Act.



Ratification of the appointment of S. R. Batliboi & Co. LLP, Chartered Accountant ( Firm Registration no. 101049W/E30004) as Branch Auditors of the Company, and fix their remuneration

Reputed Auditor though management should rotate auditors keeping with the spirit of the Companies Act.



Re-appointment of and terms of remuneration payable to Mr. Chaitanya Kamat ( Din : 00969094 ) as Managing Director in Chief Executive Officer of the company for the next five years.

Chaitanya Kamat was paid a remuneration of Rs 120. 5 mn in FY16 (including the value of 25,000 RSUs granted). OFSS proposes to reappoint him as MD & CEO for five years at an approximate remuneration ranging from ~Rs 132. 6 – 144. 6 mn. Our estimate is based on previously followed remuneration policies – there are no disclosures regarding variable pay and other components of remuneration. Based on the remuneration policy followed by Oracle and our estimates we believe Chaitanya Kamat’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.



Payment of commission to Non-Executive Directors of the company for the next five years.

The commission paid to the company’s non-executive directors for FY16 was Rs. 6. 5 mn (~0. 1% of the standalone net profits). While the commission paid to non-executive directors in the last four years has been low, as a good governance practice, we expect companies to fix the absolute amount of commission payable to non-executive directors.


UNITED BREWERIES LTD

Adoption of Accounts for the year ended March 31, 2016 and the Reports of the Auditors and Directors thereon.



The company has declared dividend of Rs. 1. 15 per share for the year ended 31 March 2016. The dividend payout for the year is 12. 4%.



Re-appointment of Mr.A K Ravi Nedungadi as Director, liable to retire by rotation.

AK Ravi Nedungadi is former CFO of UB Group. He retires by rotation and his reappointment is in line with all statutory requirements.



Appointment of Auditors and fixing their Remuneration.

SR Batliboi & Associates LLP have been the statutory auditors of the company for four years. Their ratification is in line with the statutory requirements.



Continuation of Mr.Henricus Petrus van Zon as Director & Chief Financial Officer from January 01, 2016 to August 31, 2016.

The company reappointed Henricus Petrus van Zon for a period of eight months ending 31 August 2016. He was paid Rs. 71. 2 mn as remuneration in FY16. The company proposes to set his remuneration for the eight-month period at a maximum of Rs. 35. 3mn. In addition, he will be paid incentive, which will be decided by the board. His past and proposed remuneration is in line with that of peers from the same industry and other industries. Further, it is commensurate with the size and performance of the business and complexities of his role.



Appointment of Mr.Steven Bosch as Director, not liable to retire by rotation.

Steven Bosch has over 15 years of experience in the fields of finance, investment banking and business development. He is proposed to be appointed as CFO and Executive Director effective 1 September 2016. Prior to joining United Breweries, he was Directorin Heineken International’s Global Business Development team. His appointment is in line with all statutory requirements.



Appointment of Mr.Steven Bosch as Director & Chief Financial Officer for a term of three years from September 01, 2016 to August 31, 2019.

The company proposes to appoint Steven Bosch as CFO and Whole Time Director for three years with effect from 1 September 2016. The proposed remuneration is up to Rs. 49. 4 mn per annum including incentives. His proposed remuneration is in line with that of industry peers and commensurate with the size of the business and complexities of his role.


To approve the proposed Scheme of Arrangement of Cairn India Limited with Vedanta Limited and their respective shareholders and creditors (“Scheme”) and other related matters;


To approve the reduction of capital of the Company by an adjustment against / utilisation of the securities premium account of the Company and other related matters


HINDUSTAN PETROLEUM CORPORATION LIMITED

To receive, consider and adopt the Audited Financial Statement of the Corporation for the Financial Year ended March 31, 2016 and Reports of the Board of Directors and Auditors thereon.



To confirm interim Equity dividends declared for Financial Year 2015-16 and to approve Final Equity Dividend for the Financial Year 2015-16.



To appoint a Director in place of Shri Pushp Kumar Joshi (DIN05323634), who retires by rotation and being eligible, offers himself for reappointment.



To appoint a Director in place of Shri Y.K. Gawali (DIN05294482), who retires by rotation and being eligible, offers himself for reappointment.



To consider an increase in the Remuneration payable to Statutory Auditors for Financial Year 2015-16 from ` 30 lakhs to ` 41 lakhs.



Appointment of Shri J. Ramaswamy (DIN06627920) as Director of the Corporation.



Appointment of Shri Ram Niwas Jain (DIN00671720) as Independent Director of the Corporation.



Shareholder


Management

recommendation


)





















8/Sep/16 VEDANTA LIMITED CCM Management For Abstain Due to administrative reasons, voting could not get casted


8/Sep/16 AGM Management To declare dividend on equity shares. For FOR




Appointment of Ms. Urvashi Sadhwani (DIN03487195) as Director of the Corporation.



Appointment of Shri Mukesh Kumar Surana (DIN07464675) as Chairman & Managing Director of the Corporation.



Payment of Remuneration to Cost Auditors for Financial Year 2016-17



Approval for Material Related Party Transactions



Approval to amend the Articles of Association of the Company for increase in the Number of Directors.



To increase Authorized Capital of the Company and amend the Capital Clause in the Memorandum of Association & Article of Association of the Company.



To capitalize Reserves of the Company and to issue Bonus Shares.


INDIABULLS HOUSING FINANCE LTD

Adoption of the audited Balance Sheet as at March 31, 2016, 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.



Confirmation of payment of interim dividends, declared on equity shares for the financial year 2015-16.



Re-appointment of Mr. Gagan Banga (DIN:00010894), an Executive Director designated as Vice-Chairman and Managing Director, who is liable to retire by rotation and, being eligible offers himself for re-appointment.



Re-appointment of Mrs. Manjari Ashok Kacker (DIN:06945359), Non-Executive Director, who is liable to retire by rotation and, being eligible offers herself for re-appointment.



Ratification of the appointment of Messers Deloitte Haskins & Sells LLP, Chartered Accountants (Regn. No. 117366W/W-100018), as the auditors of the Company and fixing their remuneration.



Approval for increase in borrowing powers of the Company upto INR 125,000 Crore.



Approval to issue of Non-Convertible Debentures and/or other hybrid instruments on a private placement basis, upto the borrowing limit of INR 125,000 Crore.



Approval for conversion of loan into equity, subject to exercise of rights by the lenders only in the event of persistent defaults by the Company in the repayments of loans and/or interest thereon.



Re-appointment of Justice Bisheshwar Prasad Singh (Retd. Justice Supreme Court of India) (DIN: 06949954), as an Independent Director of the Company.



Re-appointment of Brig. Labh Singh Sitara (Retd.) (DIN: 01724648), as an Independent Director of the Company.



Re-appointment of Mr. Shamsher Singh Ahlawat (DIN: 00017480), as an Independent Director of the Company.



Re-appointment of Mr. Prem Prakash Mirdha (DIN: 01352748), as an Independent Director of the Company.



Appointment of Justice Gyan Sudha Misra (Retd. Justice Supreme Court of India) (DIN: 07577265), as an Independent Director of the Company.


To consider and, if thought fit, approve with or without modification(s), the following Resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force) provisions of Companies Act, 2013 as may be applicable, and the provisions of the Memorandum and Articles of Association of the Company for approval of the proposed amalgamation embodied in the scheme of arrangement of Cairn India Limited with Vedanta Limited and their respective shareholders and creditors (“Scheme”).


MARUTI SUZUKI INDIA LIMITED

To receive, consider and adopt the financial statements of the Company for the year ended 31st March 2016 including the audited Balance Sheet as at 31st March 2016, the statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.



The dividend per share has increased from Rs. 25 to Rs. 35 in FY16. Consequently, the payout ratio has improved from 24. 5% to 27. 8%.



To appoint a director in place of Mr. R.C.Bhargava (DIN: 00007620), who retires by rotation and being eligible, offers himself for re-appointment.

R. C Bhargava is the non-executive Chairperson of the company. His reappointment is in line with the statutory requirements.



Shareholder


Management

recommendation


)

















10/Sep/16 CCM Management For FOR

11/Sep/16 Postal Ballot Management For FOR

11/Sep/16 Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted



To appoint a director in place of Mr. Kazuhiko Ayabe (DIN: 02917011), who retires by rotation and being eligible, offers himself for reappointment.

Kazuhiko Ayabe is the former Supply Chain head of Maruti. His reappointment is in line with the statutory requirements.



Appointment of M/s Deloitte Haskins & Sells LLP as Auditors.

Deloitte Haskins & Sells LLP is replacing Price Waterhouse as the statutory auditors. Their appointment is in line with the statutory requirements.



Re-appointment of Mr. Kenichi Ayukawa as Managing Director and Chief Executive Officer.

His proposed remuneration of ~Rs. 39. 5 is in line with peers and commensurate with the size and scale of operations. As a good governance practice, the company has capped the commission payable to him each year.



Re-appointment of Mr. Toshiaki Hasuike as Joint Managing Director.

His proposed pay of ~Rs. 34. 1 mn is in line with peers and is commensurate with the size and scale of operations. As a good governance practice, the company has capped the commission payable to him each year.



Ratification of remuneration of M/s R.J.Goel & Co., the cost auditors.



OIL NATURAL GAS CORPORATION

To receive, consider and adopt the standalone audited financial statements including consolidated audited financial statements for the financial year ended 31st March, 2016 together with the Report of Auditors thereon, and comments of the Comptroller & Auditors General of India, in terms of Section 143(6) of the Companies Act, 2013 and reply of Management there to.



To confirm the payment of two interim dividends and declare final dividend on equity shares for the year 2015-16.

ONGC proposes a final dividend of Rs. 3. 25 per equity share for FY16. It has already paid interim dividend of Rs. 5. 25 per equity share. The dividend payout ratio for FY16 is 54. 7%.



To appoint a Director in place of Mr. T. K. Sengupta, who retires by rotation and being eligible, has offered himself for re-appointment.

TK Sengupta is Director – Offshore. He retires by rotation and his reappointment is in line with the statutory requirements.



To authorize Board of Directors of the Company to fix their remuneration of the Joint statutory Auditors of the company for the financial year 2016-17, in terms of provision of section 139(5) read with section 142 of the companies Act, 2013

Dass Gupta & Associates, GD Apte & Co, Lodha & Co, PKF Sridhar and Santhanam, Khandelwal Jain & Co and KC Mehta & Co were appointed as joint statutory auditors for FY16 by the Comptroller & Auditor General of India (C&AG). As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 26. 4 mn in FY16 (excluding tax and reimbursements), compared to Rs. 25. 0 mn in FY15, is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.



To appoint Shri A K Srinivasan (DIN : 07168305) as Director of the company.

AK Srinivasan, 59, holds MBA from IIM-Bangalore. He has over 30 years of experience in Oil and Gas sector. His term of appointment has not been disclosed: notwithstanding, he is liable to retire by rotation. AK Srinivasan was appointed to the board on 23 September 2015 and was paid Rs. 3. 1 mn for his ~6 months of service during FY16. His proposed remuneration has not been disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.



To appoint Shri Ajai Malhotra (DIN : 07361375) as Director of the company.

Ajai Malhotra is the former Indian Foreign Service (IFS) officer. His appointment is in line with all statutory requirements.



To appoint Shri Shireesh Balwat Kadare (DIN : 01565171) as Director of the company.

SB Kedare is Professor at IIT – Mumbai. His appointment is in line with all statutory requirements.



To appoint Shri K M Padmanabhan (DIN : 00254109) as Director of the company.

KM Padmanabhan is a Senior Partner at Srinivas & Padmanabhan, Chartered Accountants. His appointment is in line with all statutory requirements.



To appoint Shri A P Sawhney (DIN : 03359323) as Director of the company.

AP Sawhney is an IAS officer and an Additional Secretary of Ministry of Petroleum and Natural Gas (MoP&NG). He was appointed as Nominee of Government of India on 2 January 2016. His appointment is in line with all statutory requirements.



To appoint Shri Amar Nath (DIN : 05130108) as Director of the company.

Amar Nath is an IAS officer and Joint Secretary (Exploration) of MoP&NG. He was appointed as the Nominee Director of Government of India on 28 June 2016. His appointment is in line with the statutory requirements.



To ratify the remuneration of the cost auditors for the financial year ending 31st, March, 2017

The board has approved the appointment of Rao Murthy & Associates (Bangalore), R Nanabhoy & Co (Mumbai), R J Goel & Co (Delhi), Shome & Banerjee (Kolkata), Rohit & Associates (Mumbai), and Dhananjay V. Joshi & Associates (Pune) as Cost Auditors for the year ended 31 March 2017 on a total remuneration of Rs. 325,000 plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


RELIANCE CAPITAL LIMITED

To consider and, if thought fit, approve with or without modification(s), the following Resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) for approval of the proposed Scheme of Arrangement between Reliance Capital Limited (“the Transferor Company” or “RCap”) and Reliance Commercial Finance Limited (“the Transferee Company” or “RCFL”) and their respective shareholders and creditors (“Scheme” or “the Scheme”)

All operating businesses of Reliance Capital (RCap), except the Commercial Finance business, are held in RCap’s wholly or majority owned subsidiaries. Hence RCap proposes to demerge its Commercial Finance business undertaking to its wholly owned subsidiary Reliance Commercial Finance Ltd. (RCFL). RCap proposes the demerger to align its overall operating structure and to convert itself into a Core Investment Company (CIC) in terms of applicable RBI regulations. Since RCFL is a wholly owned subsidiary of RCap, there will be no payment of consideration. The Scheme is intended to transfer the Commercial Finance business to a wholly owned subsidiary and does not involve any movement of assets or liabilities to any company outside the group.


BHARAT ELECTRONICS LTD

Special resolution pursuant to the provisions of Sections 68, 69 & 70 of the Companies Act, 2013 and Rules framed there under including any amendments, statutory modifications or reenactments thereof, and in compliance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, for buyback of equity shares upto maximum amount permissible i.e. 25% of total paid-up equity share capital and free reserves as on 31st March, 2016.

The proposed buyback aggregates ~6. 93% of the total number of equity shares in the paid-up equity share capital of the company and will result in funds usage of an estimated Rs. 21. 7 bn. The buyback will return surplus funds to its shareholders.


CAIRN INDIA LIMITED

For approval of the Amalgamation embodied in the Scheme of Arrangement of Cairn India Limited with Vedanta Limite and their respective shareholders and creditors



Shareholder


Management

recommendation


)

12/Sep/16 CCM Management For Abstain Due to administrative reasons, voting could not get casted


















14/Sep/16 AGM Management For ABSTAIN Part of promoter group and role is non executive.







CAIRN INDIA LIMITED

To consider and, if thought fit, approve with or without modification(s), the following Resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), provisions of Companies Act, 2013 as may be applicable, and the provisions of the Memorandum and Articles of Association of the Company for approval of the proposed amalgamation embodied in the scheme of arrangement of Cairn India Limited with Vedanta Limited and their respective shareholders and creditors (“Scheme”).


CONTAINER CORPORATION OF INDIA

Adoption of Annual Accounts as on March 31, 2016



Confirmation of payment of Interim dividend and to declare final dividend payable to members

Container Corporation of India Limited (CONCOR) has proposed a final dividend of Rs. 5. 5 per equity share. It has already paid an interim dividend of Rs. 8. 0 per equity share. The aggregate dividend is Rs. 13. 5 per share. The total dividend outflow including dividend tax for FY16 is Rs. 3. 2 bn. The dividend payout ratio for FY16 is 40. 3%.



Reappointment of Shri Anil Kumar Gupta, Chairman and Managing Director (DIN: 00066328)

Anil Gupta is the Chairperson and Managing Director of the company. He is an IRTS officer of 1982 batch and has worked with Indian Railways prior to joining CONCOR. He retires by rotation, and his reappointment is in line with the statutory requirements.



Reappointment of Dr. P. Alli Rani , Director (Finance) (DIN: 02305257)

Dr. P Alli Rani, Director (Finance), began her career with the Indian Economic Service (IES), a specialized cadre of the Government of India. Subsequently, she joined the Indian Railway Accounts Service in 1986, a specialized cadre for handling the finances of the Indian Railways. She retires by rotation, and her reappointment is in line with the statutory requirements.



To take note of the appointment of Statutory Auditors

Kumar Vijay Gupta & Co was appointed as statutory auditor for FY16 by the Comptroller & Auditor General of India (CAG). Shareholder approval is required to authorize the board to fix the remuneration of statutory auditors (Rs. 2. 6 mn). Kumar Vijay Gupta & Co have been CONCOR’s statutory auditors for 3 years.



Appointment of Shri Kamlesh Shivji Vikamsey (DIN: 00059620), who was appointed as a Part-time Non-official (Independent) Director

Kamlesh Shivji Vikamsey is a Senior Partner of Khimji Kunverji & Co. His appointment is in line with the statutory requirements.



Appointment of Shri Raj Krishan Malhotra (DIN: 07483272), who was appointed as a Part-time Non-official (Independent) Director

Maj. Gen. (Retd. ) Raj Krishan Malhotra is Ex-Assistant Chief of Integrated Defence Staff. His appointment is in line with the statutory requirements.



Appointment of Shri Sanjeev S. Shah (DIN: 00323163), who was appointed as a Part-time Non-official (Independent) Director

Sanjeev S. Shah is Proprietor of Shah Sanjeev & Associates. His appointment is in line with the statutory requirements.



Appointment of Shri S. K. Sharma (DIN: 07522844), who was appointed as a Director (Government Nominee)

S. K. Sharma is an Executive Director (Rates) Railway Board and an officer of the Indian Railway Traffic Service 1990 batch. He was appointed as a Director (Government Nominee) by the Ministry of Railways on 22 May 2016. His appointment is in line with the statutory requirements. He is liable to retire by rotation.



Appointment of Shri Sanjay Bajpai (DIN: 07549036), who was appointed as a Director (Government Nominee)

Sanjay Bajpai is an Executive Director/ Traffic (Co-ordination), Railway Board and an officer of the Indian Railway Traffic Service 1991 batch. He was appointed as a Director (Government Nominee) by the Ministry of Railways on 1 July 2016. His appointment is in line with the statutory requirements. He is liable to retire by rotation.



Appointment of Shri Pradip Kumar Agrawal (DIN: 07557080), who was appointed as a Director (Domestic Division)

Pradip Kumar Agrawal was appointed as a Director by the Ministry of Railways. He is liable to retire by rotation. His appointment is in the pay scale of Rs. 75,000 - Rs. 100,000 per month. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including details of proposed remuneration to its shareholders through the AGM notice.



Appointment of Shri Sanjay Swarup (DIN: 05159435), who was appointed as a Director (International Marketing & Operations)

Sanjay Swarup will be appointed as a Director by the Ministry of Railways. He is liable to retire by rotation. His appointment is in the pay scale of Rs. 75,000 - Rs. 100,000 per month. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including details of proposed remuneration to its shareholders through the AGM notice.



Increase in Authorized Share Capital from Rs. 200 crore to Rs. 400 crore

The board has proposed to increase the authorized share capital of the company from the existing Rs. 2. 0 mn to Rs. 4. 0 bn divided into 400 mn equity shares of Rs. 10 each.



Amendment in Clause V of the Memorandum of Association

The board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the increase in the authorized share capital of the company.



Amendment in Article 5 of the Articles of Association

The board has proposed to make appropriate alterations in the Articles of Association of the company to reflect the increase in the authorized share capital of the company.


HINDALCO INDUSTRIES LTD

Adoption of the Audited fi nancial statements(including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2016, the Reports of Directors’ and Auditors’ thereon



Declaration of Dividend for the year ended 31st March, 2016.

The total dividend outflow including dividend tax for the year is ~Rs. 2. 3 bn. The dividend payout ratio for the year is ~38%. The company has maintained the same dividend per share over the past three years.



Re-appointment of Smt. Rajashree Birla, Director retiring by rotation.



Re-appointment of Mr. D. Bhattacharya, Director, retiring by rotation.

D Bhattacharya, 67, is the Vice-Chairperson and Non-Executive Director of the company effective 1 August 2016. He retires by rotation and his re-appointment is in line with statutory requirements.



Ratification of appointment of Statutory Auditors viz. M/s Singhi & Co.

Reputed auditor though we believe company must rotate auditors in spirit of the companies act.



Ratification of the remuneration of the Cost Auditors viz. M/s Nanabhoy & Co. for the financial year ending 31st March, 2017




Approval for appointment of Mr. Girish Dave as an Independent Director

Girish Dave, 78, is an Advocate and Partner, Dave & Girish & Co, a law firm. His appointment is in line with statutory requirements.



Approval for charging fees for delivery of documents through a particular mode to members

Shouldnt be a deterrent for minority shareholders as long as the actual expenses are charged. Would reduce frivolous requests.



Shareholder


Management

recommendation


)

14/Sep/16 AGM Management For FOR The issuance will be within the overall borrowing limit of the company.



14/Sep/16 Indian Oil Corp AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

14/Sep/16 Indian Oil Corp AGM Management For FOR























Approval for offer or invitation to subscribe to Non-Convertible Debentures on a private placement basis



Approval for appointment of Mr. Satish Pai as the Managing Director.

Satish Pai, 54, has been an Executive Director on the board of Hindalco Industries since his appointment in the 2013 AGM and was designated as Deputy MD from February 2015. He took over as MD on 1 August 2016. While Satish Pai’s estimated FY17 remuneration of ~Rs. 169. 5 mn is marginally higher than peers, it is commensurate with the size and complexity of his responsibilities.



Approval for appointment of Mr. Praveen Kumar Maheshwari as the Whole time Director.

Praveen Kumar Maheshwari, 55, joined Hindalco in December 2011 and is the Chief Financial Officer of the company. He is a professional and his estimated FY17 remuneration of ~Rs. 38. 3 mn in line with peers and commensurate with the size and complexity of his responsibilities.


To receive, consider and adopt the audited Standalone as well as Consolidated Financial Statement of the Company for the financial year ended March 31, 2016 together with Reports of the Directors and the Auditors thereon.


To confirm the payment of Interim Dividend and to declare the Final Dividend on equity shares for the year 2015-16.

The total dividend outflow including dividend tax for FY16 is Rs. 40. 7 bn. This represents an increase of 110. 9% over FY15. The dividend payout ratio is 39. 1% (36. 6% in FY15).


To appoint a Director in place of Shri A. K. Sharma (DIN: 06665266), who retires by rotation and is eligible for reappointment.

AK Sharma is Director (Finance) of the company. His reappointment is in line with the statutory requirements.


To appoint Shri B. S. Canth (DIN: 07239321) as Director (Marketing) of the Company.

BS Canth is a Post Graduate in Personnel Management & Industrial Relations and a Law Graduate. He joined Indian Oil in August 1983 and has over three decades of experience in the downstream petroleum industry. His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. He was appointed to the board on 8 October 2015 and was paid Rs. 2. 0 mn for his ~6 months of service during FY16. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.


To appoint Shri Subroto Bagchi (DIN:00145678) as Independent Director of the Company.

Subroto Bagchi is the co-founder Mindtree Ltd. His appointment is in line with the statutory requirements.


To appoint Shri Sanjay Kapoor (DIN: 07348106) as Independent Director of the Company.

Sanjay Kapoor is Chartered Accountant and a Managing Partner at Sanjay Yashpal Kapoor & Associates. His appointment is in line with the statutory requirements.


To appoint Shri Parindu K. Bhagat (DIN: 01934627) as Independent Director of the Company.

Parindu K Bhagat is a legal practitioner in taxation and financial services. His appointment is in line with the statutory requirements.


To appoint Shri G. K. Satish (DIN: 06932170) as Director (Planning & Business Development) of the Company.

GK Satish is a Mechanical Engineer from NIT, Surat and a Post Graduate in Management from MDI, Gurgaon. His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.


To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2017

The proposed remuneration is reasonable compared to the size and scale of operations.


To approve issuance of debentures on private placement basis as a Special Resolution.

The debentures issued will be within the overall borrowing limits of Rs. 1,100 bn approved by the shareholders in August 2016 postal ballot.


NATIONAL BUILDINGS CONSTRUCTIO

To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2016 along with reports of the Board of Directors and Auditors thereon.



To declare dividend on equity shares for the financial year 2015-16.

The total outgo on account of dividend is Rs. 1. 4 bn (Rs. 0. 8 bn in FY15). The dividend payout ratio is 46. 8% (28. 4% in FY15).



To appoint a Director in place of Shri S.K. Pal (DIN 02780969), who retires by rotation and being eligible, offers himself for re-appointment.

SK Pal is the Director (Finance) of the Company. His appointment is in line with all statutory requirements.



To authorize Board of Directors to fix remuneration of the Statutory Auditor(s) of the Company for the financial year 2016-17.

Jagdish Chand & Co. Have been appointed the statutory auditors of the company in FY15 by the Comptroller and Auditor-General of India. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 2. 4 mn in FY14, Rs. 2. 0 mn in FY15 and Rs. 3. 7mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.



To appoint Mr. Ashok Khurana (DIN 06651241) as Independent Director of the Company.

Ashok Khurana holds an advanced diploma in business management. His appointment is in line with all statutory requirements.



To appoint Maj. Gen. Tajuddin Moulali Mhaisale (DIN 07559857) as Independent Director of the Company.

Maj. Gen. Tajuddin Moulali Mhaisale holds masters of computer technology and masters in management studies. His appointment is in line with all statutory requirements.



To appoint Mr. C. Subba Reddy (DIN 00275395) as Independent Director of the Company.

C Subba Reddy has experience in property development. His appointment is in line with all statutory requirements.



To appoint Mr. Chamarthi Rajendra Raju (DIN 07559368) as Independent Director of the Company.

Chamarthi Rajendra Raju is an Architect. His appointment is in line with all statutory requirements.



To appoint Mr. Rajendrasinh Ghanshyamsinh Rana (DIN 07557657) as Independent Director of the Company.

Rajendrasinh Ghanshyamsinh Rana is a management consultant. His appointment is in line with all statutory requirements.



To appoint Mr. Sairam Mocherla (DIN 01430951) as Independent Director of the Company.

Sairam Mocherla is a Chartered Accountant. His appointment is in line with all statutory requirements.



To increase the Authorised Share Capital by amending the Capital Clause of the Memorandum of Association of the Company

NBCC seeks shareholder approval to increase the authorized share capital and subsequent amendment to Clause V of the Memorandum of Association. This is an enabling resolution. Any issuances resulting in dilution of voting rights of shareholders will require fresh approval of shareholders.


ADVANCED ENZYME TECHNOLOGIES LIMITED

To receive, consider and adopt: the Audited (Standalone and Consolidated) Financial Statements of the Company for the financial year ended March 31, 2016 together with the reports of Board of Directors and the Auditors thereon.



Shareholder


Management

recommendation


)















15/Sep/16 BEML LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

15/Sep/16 BEML LTD AGM Management For FOR




To confirm Interim Dividend @ Re 1/- per share (10%) paid on the fully paid-up Equity Shares of the Company for the Financial Year ended 31st March, 2016.

Advanced Enzyme Technologies Limited (AETL) has paid an interim dividend of Re. 1. 0 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 49. 8 mn. The dividend payout ratio for FY16 is 23. 8%.



To resolve not to fill vacancy for the time being in the Board, caused by retirement of Mr. Pradip Bhailal Shah (DIN: 01225582), who retires by rotation and does not seek reappointment.

Pradip Bhailal Shah (DIN: 01225582) is the Non-Executive Non-Independent Director of the company. He retires by rotation at the forthcoming AGM and does not seek reappointment. The vacancy created on the board will not be filled.



To appoint a director in place of Mr. Mukund M Kabra (DIN: 00148294), who retires by rotation and being eligible offers himself for reappointment.

Mukund Kabra (DIN: 00148294) is responsible for the manufacturing operations of the company at Sinnar and Indore and for optimising the fermentation for existing products, strain improvement, downstream research and analytical research. He retires by rotation and his reappointment is in line with the statutory requirements.



To appoint Auditors and fix their remuneration

B S R & Co LLP replace Walker Chandiok & Co LLP as statutory auditors. Their appointment is in line with our Voting Policy on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.



To Approve Related Party Transaction with Advanced Bio-Agro Tech Limited.

AETL markets its enzyme based products for animal nutrition and feed through Advanced Bio Agro Tech Limited. In FY16, the value of transactions with Advanced Bio-Agro Tech Limited was Rs. 255. 4 mn. The proposed transactions to be carried out are at arm’s length and in the ordinary course of business.



To Approve Remuneration payable to Mr. Piyush C. Rathi, Chief Business Officer of the Company.

Piyush Rathi, 35, is part of the promoter family. He joined the company on 1 April 2005. He has over 10 years of experience in the enzymes industry. He is responsible for streamlining systems and processes and identifying new growth avenues for the company. Piyush Rathi was paid Rs. 6. 1 mn in FY16. His proposed remuneration ranges between Rs. 6. 7 mn and Rs. 11. 7 mn over the five-year period, of which 35% is linked to performance. We believe the proposed remuneration is commensurate with the size and complexity of his responsibilities and is comparable to peers of listed companies with similar responsibilities.



To Approve Remuneration payable to Mr. Beni Prasad Rauka, Chief Financial Officer of the Company.

Beni Prasad Rauka, 52, is a qualified Chartered Accountant and Company Secretary. He was associated with the company as an advisor since 1 April 2001 and became an employee on 1 September 2002. He is a Key Management Personnel of the company. He was paid Rs. 6. 0 mn in FY16. His proposed remuneration ranges between Rs. 6. 7 mn and Rs. 11. 7 mn over the five-year period, of which 35% is linked to performance. We believe the proposed remuneration is commensurate with the size and complexity of his responsibilities and is comparable to peers of listed companies with similar responsibilities. Further, Beni Prasad Rauka is a professional whose skills carry a market value.



To Approve Remuneration Payable to Mr. Vasant Laxminarayan Rathi, Non-Executive Director in his capacity as CEO of Cal- India Foods International, one of the subsidiaries of the Company

Vasant Rathi, 68, is a Promoter and a Non-Executive Non-Independent Director of the company. He draws remuneration from a US step down subsidiary and commission from AETL. He holds 38% of AETL’s equity and leads the US businesses, which accounted for 69. 4% of consolidated profits and 55. 6% of net assets for FY16. He was paid an aggregate remuneration (including commission from AETL) of Rs. 22. 89 mn in FY16. His proposed remuneration ranges between USD 723,600 (Rs. 49. 08 mn) and USD 996,691 (Rs. 66. 77 mn), of which 45% is linked to performance. The proposed remuneration is commensurate with the size and complexity of his responsibilities and is reasonable considering that he is based in USA.



To Approve Remuneration Payable to Prabha Rathi, Vice President of Operations of the US subsidiaries of the Company.

Ms. Prabha Rathi, 59, is part of the promoter family and is responsible for ensuring the daily operation of the US subsidiaries, including production, quality assurance and control, sales and customer care, and holds some finance responsibilities. Her proposed remuneration will likely range between USD 254,150 (Rs. 17. 03 mn) and USD 345,770 (Rs. 23. 17 mn) and is largely fixed in nature. The proposed remuneration is commensurate with the size and complexity of her responsibilities and is reasonable considering that she is based in USA.



To Approve Remuneration Payable to Rachana Rathi, Director of Business Development of the US subsidiaries of the Company.

ASTC is a relatively smaller step down subsidiary that focusses on retail sales. Ms. Rachana Rathi, 36, is part of the promoter family and heads the company’s sales and marketing; she is currently being groomed to head the overall business vertical. She holds a Bachelor’s degree in Business Administration with a major in finance and a minor in psychology. Her proposed remuneration will likely range between USD 104,267 (Rs. 6. 98 mn) and USD 141,855 (Rs. 9. 49 mn) and is largely fixed in nature. The proposed remuneration is commensurate with the size and complexity of her responsibilities and is reasonable considering that she is based in USA.



To Approve Remuneration Payable to Rasika Rathi, General Counsel and Vice President of Regulatory Affairs of the US subsidiaries of the Company.

Ms. Rasika Rathi, 33, is part of the promoter family and is General Counsel and Vice President of Regulatory Affairs for the US subsidiaries: she is being groomed to lead and takeover the legal functions of all businesses. She holds a Bachelor’s degree in Economics from the University of California, Berkeley, and a Juris Doctorate from the University of Michigan. Her proposed remuneration will likely range between USD 156,400 (Rs. 10. 47 mn) and USD 212,782 (Rs. 14. 24 mn) and is largely fixed in nature. The proposed remuneration is commensurate with the size and complexity of her responsibilities and is reasonable considering that she is based in USA.



To Approve Remuneration Payable to Reshma Rathi, Vice President of Operations of the US subsidiaries of the Company.

Ms. Reshma Rathi, 29, is part of the promoter family. She holds a Bachelor’s degree in International Relations, Global Business from the University of Southern California. She is being groomed to lead the B2B businesses: she is currently responsible for streamlining systems and processes and ensuring the daily operation of the US subsidiaries, including production, quality assurance and control, sales and customer care, human resources and finance. Her proposed remuneration will likely range between USD 104,267 (Rs. 6. 98 mn) and USD 141,855 (Rs. 9. 49 mn) and is largely fixed in nature. The proposed remuneration is commensurate with the size and complexity of her responsibilities and is reasonable considering that she is based in USA.



To Amend Employee Stock Option Scheme 2015.

At the EGM held on 23 December 2015, the shareholders had approved the introduction and implementation of AETL-ESOS 2015. The main features of the amendments to AETL-ESOS 2015 include altering the power granted to the NRC for varying the terms of the scheme; maximum quantum of benefits to be provided per employee under the scheme; clarification on implementation and administration of the scheme; procedure adopted for adjustment to the entitlement of number of options and to exercise price in the event of corporate actions; and statement of risks related to the investment in shares or options. Under AETL - ESOS 2015, a maximum of 0. 2 mn stock options will be granted, which will result in a maximum dilution of around 0. 9%. Assuming a vesting period of four years, the company will expense 7. 0%-8. 9 of FY16 consolidated PAT.



To Approve appointment of Mrs. Rupa R Vora (DIN: 01831916) as an Independent Director of the Company

Ms. Rupa R Vora, a Chartered Accountant by profession, was the Chief Financial Officer at Antwerp Diamond Bank N. V. Her appointment is in line with all statutory requirements.


Approval of Audited Financial Statements including Consolidated Financial Statements for the year 2015-16 along with reports of Board and Auditors thereon.


Consider and declare the Dividend for the year 2015-16

The company proposes a final dividend of Rs. 4. 0 per equity share of face value Rs. 10 each for the year ended 31 March 2016. The total dividend outflow including dividend tax for FY16 is Rs. 200. 5 mn, which was 4x the FY15 levels. The dividend payout ratio is 38. 1%.


Re-election of Shri Aniruddh Kumar as Director (Rail & Metro Business)

Aniruddh Kumar is Director (Rail & Metro) of the company. He retires by rotation and his reappointment is in line with all statutory requirements.



Shareholder


Management

recommendation


)








15/Sep/16 BEML LTD AGM Management Appointment of Smt. Surina Rajan as Director For FOR











Fixation of remuneration of the Statutory Auditors for the year 2016-17

SRRK Sharma Associates were appointed the statutory auditor of the company in FY15. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 2. 2 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.


Appointment of Shri Sanjay Prasad as Director

Sanjay Prasad is Joint Secretary at Department of Defence Production, Ministry of Defence. His appointment is in line with all statutory requirements.


Appointment of Shri M G Raghuveer as Independent Director

MG Raghuveer is a Chartered Accountant. He will be appointed for a maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line with all statutory requirements.


Appointment of Shri B P Rao as Independent Director

BP Rao is a Senior Partner at BP Rao & Co, Chartered Accountants. He will be appointed for a maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line with all statutory requirements.


Appointment of Shri Sudhir Kumar Beri as Independent Director

Sudhir Kumar Beri is the former General Manager of Ordnance Factory, Tiruchirapalli. He will be appointed for a maximum term of three years: his tenure may be shorter at the discretion of the Government of India, whichever lower. His appointment is in line with all statutory requirements.


Appointment of Shri B R Viswanatha as Director (Mining & Construction Business)

BR Viswanatha is a Mechanical Engineer. He also holds Masters in Engineering from Indian Institute of Science, Bengaluru. He is associated with the company since 1984. He was appointed as Director (Mining & Construction) with effect from 1 February 2016. He was appointed on the board in February 2016 and was paid Rs. 0. 7 mn for his two months of service during FY16. The company has clarified that his term with either be three years, till he reaches the age of superannuation, or, based on further orders from the Government, whichever lower. He is liable to retire by rotation. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.


Appointment of Shri R H Muralidhara as Director (Defence Business)

RH Muralidhara is a Mechanical Engineer. He is associated with the company since 1983 and worked in several fields including quality, planning, and production in defence and construction equipment. He was appointed as Director (Defence) with effect from 1 February 2016. Prior to this he was head of Chief General Manager of Defence Production. He was appointed to the board on 1 March 2016 and was paid Rs. 0. 7 mn for his one month of service during FY16. The company has clarified that his term with either be three years, till he reaches the age of superannuation, or, based on further orders from the Government, whichever lower. He is liable to retire by rotation. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.


Ms. Surina Rajan is Additional Secretary of Defence Production, Ministry of Defence. Her appointment is in line with all statutory requirements.


Appointment of Shri D K Hota as Chairman & Managing Director

DK Hota is a post graduate in human resources. He was the Director (HR) of the company before being elevated as Chairperson and Managing Director with effect from July 2016. Earlier he was associated with HPCL and headed its natural gas division, and also was the CEO of bio-fuels and marketing planning divisions. He was paid Rs. 3. 5 mn in FY16 as Director (HR) of the company. The company has clarified that his term with either be three years, till he reaches the age of superannuation, or, based on further orders from the Government, whichever lower. He is liable to retire by rotation. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.


Ratification of Remuneration to Cost Auditors for the years 2015-16 and 2016-17

The remuneration of Rs. 225,956 paid in FY16 and proposed for FY17 is reasonable compared to the size and scale of operations.


POWER GRID CORP OF INDIA LTD

To receive, consider and adopt the Audited Financial Statements (including consolidated financial statements) of the Company for the financial year ended 31st March, 2016, the Report of the Board of Directors and Auditors thereon.



To note the payment of interim dividend and declare final dividend for the Financial Year 2015-16.

The total outgo on account of dividend is Rs. 14. 5 bn (Rs. 12. 3 bn in FY15). The dividend payout ratio for FY16 is 24. 1% (24. 7% in FY15).



To appoint a Director in place of Dr. Pradeep Kumar (DIN : 05125269), who retires by rotation and being eligible, offers himself for re-appointment.

Dr. Pradeep Kumar is an IAS officer. He retires by rotation and his reappointment is in line with all the statutory requirements.



To appoint a Director in place of Ms. Jyoti Arora (DIN : 00353071), who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Jyoti Arora is an IAS officer and Joint Secretary in the Ministry of Power. She retires by rotation and her reappointment is in line with all the statutory requirements. She attended only 42% of board meetings in FY15 and 57% of the board meetings held in FY16. We expect directors to attend atleast 75% of the board meetings each year and evaluate attendance over a period of 3-years.



To fix the remuneration of the Statutory Auditors for the Financial Year 2016-17.

SK Mittal & Co. , RGN Price & Co. , Kothari & Co. And Parakh & Co. Have been appointed by the C&AG as statutory auditors for FY17. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 18. 7 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.



To approve the appointment of Shri Jagdish Ishwarbhai Patel (DIN: 02291361) as an Independent Director.

Jagdish Ishwarbhai Patel is the former member of Gujarat Chamber of Commerce & Industry. His appointment is in line with all statutory requirements.



Ratification of remuneration of the Cost Auditors for the Financial Year 2016-17.

The board has approved the appointment of KG Goyal & Associates and RM Bansal & Co as Cost Auditors for the year ended 31 March 2017 on a total remuneration of Rs. 210,000 plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.



Shareholder


Management

recommendation


)


16/Sep/16 SYNDICATE BANK EGM Management For Abstain Due to administrative reasons, voting could not get casted

16/Sep/16 SYNDICATE BANK EGM Management For Abstain Due to administrative reasons, voting could not get casted

17/Sep/16 CCM Management For Abstain Due to administrative reasons, voting could not get casted


17/Sep/16 AGM Management Declaration of Dividend on Equity Shares For FOR




17/Sep/16 AGM Management For ABSTAIN He is an industry expert and hence knowledge would be useful to the company.

17/Sep/16 AGM Management For ABSTAIN Well respected finance professional.










To raise funds in INR or any other acceptable foreign currency as permitted by Reserve Bank of India (RBI) up to ` 14,000 Crore, from domestic / External / Overseas sources through issue of secured / unsecured, non-convertible, non-cumulative, redeemable, taxable / tax-free Rupee Linked Bonds/ Bonds under Private Placement during the Financial year 2017-18 in up to eight tranches/offers with/without Green Shoe Option and each tranche/offer shall be of up to ` 2,000 Crore of Bonds, exclusive of Green Shoe Option.

Power Grid’s borrowing programmes are rated CRISIL AAA/Stable/A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The proposed issuance will be within the borrowing limit of Rs. 1,500 bn approved in September 2015 AGM.


Consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called “the Board” which shall be deemed to include Capital Issues Committee which the Board may have constituted or hereafter constitute, to exercise its powers including the powers conferred by this Resolution) to raise capital by creating, offering, issuing and allotting upto 10,60,39,901 (Ten Crore Sixty Lakh Thirty Nine Thousand Nine Hundred and one only) equity shares of face value of Rs. 10/- each for cash at Rs. 73.18 (Rs. Seventy Three and Paise Eighteen only) determined by the Board in accordance with Regulation 76 (1) of SEBI ICDR Regulations aggregating upto Rs. 776.00 Crore (Rupees Seven hundred and Seventy Six Crore only) on preferential basis to Government of India


To elect one Director from amongst shareholders of the Bank other than Central Government


HBL POWER SYSTEMS LIMITED FACE VALUE 1

Approval of the scheme of arrangement and amalgamation between Beaver Engineering and Holdings Private Limited and HBL Power Systems Limited and their respective shareholders and creditors


SUN PHARMACEUTICAL INDUSTRIES

Adoption of audited Financial Statements of the company and the reports of the Board of Directors and auditors thereon for the financial year ended 31st March, 2016



The total dividend proposed to be paid (including dividend tax) is Rs. 2. 5 bn in FY16(Rs. 8. 7 bn in FY15).



Re-appointment of Mr. Dilip S. Shanghvi (DIN:00005588), who retires by rotation and being eligible, offers himself for reappointment.

Dilip Shanghvi, 60, is the Managing Director and promoter. His reappointment is in linewith all statutory requirements.



Ratification of appoinment of Statutory Auditors

Reputed auditors though management should rotate auditors in spirit of the companies Act.



Ratification of remuneration of Cost Auditors for the Financial Year 2016-17.

Remuneration of Rs. 1. 7 mn (plus applicable taxes and reimbursement of out of pocket expenses) to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.



Special resolution for reappointment Mr. S. Mohanchand Dadha (DIN: 00087414) as Independent Director



Special resolution for reappointment Mr. Keki Mistry (DIN: 00008886) as Independent Director



Special resolution for reappointment Mr. Ashwin Dani (DIN: 00009126) as Independent Director

He is a well respected industrialist and hence his experience would be useful to the company.



Special resolution for reappointment Mr. Hasmukh Shah (DIN: 00152195) as Independent Director

He is a well respected professional and hence his experience would be useful to the company.



Special resolution for reappointment Ms. Rekha Sethi (DIN: 06809515) as Independent Director

Rekha Sethi, 52, is the Director General of All India Management Association. Her reappointment is in line with all statutory requirements.



Special resolution for approval for increase maximum limit of remuneration to Mr. Dilip Shanghvi (DIN:00005588) Managing Director

Dilip Shanghvi, 60, is the Managing Director and promoter of SPIL. He is also the Chairperson and Managing Director of Sun Pharma Advanced Research Company Limited (SPARC); however, he does not receive any remuneration from SPARC. The company proposes to revise his maximum remuneration to Rs. 56. 6 mn. Due to inadequacy of profits he was paid Rs. 20. 4 mn in FY16 as against his entitled remuneration of Rs. 34. 2 mn. The past remuneration and proposed maximum remuneration to Dilip Shanghvi is commensurate with the company size and performance. Also, the proposed maximum remuneration is in line with that of industry peers. Notwithstanding, as a good governance practice, companies must cap the absolute amount of short term incentives payable to board members.



Special resolution for approval for increase maximum limit of remuneration to Mr. Sudhir V. Valia (DIN: 00005561) whole time Director

Sudhir Valia, 59, is a whole-time director and promoter of SPIL. He has been on the board for 22 years. He is also a whole-time director of SPARC; however, he does not receive any remuneration from SPARC. The company proposes to revise his maximum remuneration to Rs. 56. 6 mn. Due to inadequacy of profits he was paid Rs. 20. 4 mn in FY16 as against his entitled remuneration of Rs. 34. 2 mn. The past remuneration and proposed maximum remuneration to Sudhir Valia is commensurate with the company size and performance. Also, the proposed maximum remuneration is in line with that of industry peers.



Special resolution for approval for increase maximum limit of remuneration to Mr. Sailesh T. Desai, (DIN: 00005443) whole time Director

Sailesh Desai, 61, is a whole-time director of SPIL. The company proposes to revise his maximum remuneration to Rs. 15. 4 mn. In FY16, he was paid Rs. 12. 1 mn. The past remuneration and proposed maximum remuneration to Sailesh Desai is commensurate with the company size and performance. Also, the proposed maximum remuneration is in line with that of industry peers.



Special resolution for approvals for adoption of new set of Articles of Association of the company

The new Articles of Association will be in conformity with the Companies Act, 2013. The proposed draft AoA is available on the company website.



Shareholder


Management

recommendation


)


19/Sep/16 DISA INDIA LIMITED Postal Ballot Management For FOR
























Special resolution for approvals for reclassififcation of certain Promoter Group persons / entities from ‘Promoter & Promoter Group category’ to ‘Public category’

Nine shareholders holding 0. 6% equity stake are currently classified as promoters. These nine shareholders are not persons acting in concert and are neither involved in daily operations, nor are able to influence the decisions made by the company and its management. Following this change, the promoter shareholding will decrease to 54. 4%. The change will not materially impact non-promoter shareholders.


Special Resolution under Sections 68 of the Companies Act, 2013 buyback of maximum of 56,000 equity shares of th company (representing 3.71% of the total number of equity shares) from all the equity shareholders on a proportionate basis through the “Tender offer” route as prescribed under the Buyback Regulations (“Buyback”) Regulations, 1998, at a price of Rs. 4,800 per equity share aggregate of Rs. 26,88,00,000

The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their shareholding. The proposed buyback aggregates ~3. 71% of the total number of equity shares in the paid-up equity share capital of the company and will result in funds usage of an estimated Rs. 268. 8 mn. The buyback will return surplus funds to its shareholders. It will increase the earnings per share and improve the return on capital employed and return on networth.


ENGINEERS INDIA LTD

To receive, consider and adopt the Audited Financial Statements (including audited consolidated financial statements) for the year ended 31st March, 2016 and the Reports of Directors and Auditors thereon.


ENGINEERS INDIA LTD

To consider declaration of final dividend on equity shares.

Engineers India paid an interim dividend of Rs. 2. 0 per share of face value Rs. 5. 0 each during FY16. It has now proposed to pay final dividend of Rs. 2. 0 per equity share. The total dividend amount including the dividend tax is Rs. 1. 6 bn and the payout ratio is 62. 5%.


ENGINEERS INDIA LTD

To appoint a Director in place of Shri Ram Singh (DIN: 02942267), who retires by rotation and being eligible, offers himself for reappointment.

Ram Singh is the Director – Finance of the company. He retired by rotation and his reappointment is in line with all the statutory requirements.


ENGINEERS INDIA LTD

To appoint a Director in place of Shri Ashwani Soni (DIN: 06962014), who retires by rotation and being eligible, offers himself for reappointment.

Ashwani Soni is the Director-Projects of the company. He retired by rotation and his reappointment is in line with all the statutory requirements.


ENGINEERS INDIA LTD

To fix remuneration of Auditors for the financial year 2016-17.

Arun K Agarwal & Associates were appointed as the statutory auditor of the company in FY16. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 2. 6 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.


ENGINEERS INDIA LTD

To appoint Dr. (Prof.) Mukesh Khare (DIN: 02029807) as Non-official Part-time Independent Director of the Company.

Mukesh Khare is a Chartered Engineer. His appointment is in line with all statutory requirements.


ENGINEERS INDIA LTD

To appoint Mrs. Arusha Vasudev (DIN: 07370575) as Non-official Part-time Independent Director of the Company.

Mrs. Arusha Vasudev has over 36 years of experience with the Government of India in the field of customs, excise and service tax. Her appointment is in line with all statutory requirements.


ENGINEERS INDIA LTD

To appoint Shri V. K. Deshpande (DIN: 01200938) as Non-official Part-time Independent Director of the Company.

VK Deshpande is the founder of Unison Project Management Pvt. Ltd. His appointment is in line with all statutory requirements.


ENGINEERS INDIA LTD

To appoint Shri Umesh Chandra Pandey (DIN: 01185085) as Non-official Part-time Independent Director of the Company.

Umesh Chandra Pandey is a Chartered Accountant. His appointment is in line with all statutory requirements.


MAGMA FINCORP LTD

To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2016 and the Reports of the Board of Directors and Auditors thereon. To consider and adopt the Audited Consolidated Financial Statements of the Company for the H565 financial year ended 31 March 2016 and the Report of Auditors thereon.


MAGMA FINCORP LTD

To declare Dividend on Equity and Preference Shares for the financial year ended 31 March 2016.

The dividend payout ratio on equity shares is 14. 6%. The dividend on preference share aggregates to Rs. 42. 8 mn (excluding dividend distribution tax), these were redeemed during the year.


MAGMA FINCORP LTD

To appoint a Director in place of Mr. Sanjay Nayar (holding DIN: 00002615) who retires by rotation and being eligible, seeks re-appointment.

Sanjay Nayar is the CEO and Country Head for Kohlberg Kravis Roberts & Co (KKR) in India. He is a nominee of Zend Mauritius VC Investments Ltd. His reappointment is in line with all statutory requirements.


MAGMA FINCORP LTD

To reappoint M/s. B S R & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company and to fix their remuneration.

BSR & Co. LLP have been the statutory auditors of the company for five years. Their reappointment is in line with the statutory requirements.


MAGMA FINCORP LTD

To appoint Mr. V.K. Viswanathan (holding DIN: 01782934) as Non-Executive Independent Director of the Company for a term of 5 years.

VK Vishwanathan is the Chairperson of Bosch Ltd. His appointment is in line with allstatutory requirements.


MAGMA FINCORP LTD

To re-appoint Mr. Mayank Poddar (holding DIN: 00009409) as the Whole-time Director of the Company designated as Chairman Emeritus .

Mayank Poddar was paid Rs. 15. 0 mn in FY16. There is no change in remuneration structure. The remuneration is in line with that of peers from the same industry and other industries. Further, it is commensurate with the size and performance of the business and complexities of his role. In order to align executive pay with company performance, the company must consider achievement-based variable pay as part of the overall remuneration structure.


MAGMA FINCORP LTD

To re-appoint Mr. Sanjay Chamria (holding DIN: 00009894) as the Whole-time Director of the Company designated as the Vice Chairman and Managing Director.

Sanjay Chamria was paid Rs. 31. 0 mn in FY16. There is no change in remuneration structure. The estimated remuneration for FY17 is Rs. 33. 9 mn. The remuneration is in line with that of peers from the same industry and other industries. Further, it is commensurate with the size and performance of the business and complexities of his role. Notwithstanding, as a good governance practice, companies must cap the absolute amount of variable pay to board members.


MAGMA FINCORP LTD

To amend the Articles of Association of the Company.

Magma Fincorp proposes to alter the Articles of Association to bring in more clarity relating to the rights of the Chairperson and Vice Chairperson/Managing Director. The proposed amendments are not detrimental to the interest of minority shareholders.


MULTI COMMODITY EXCHANGE OF IN

Adoption of Standalone and Consolidated Financial Statement for the year ended 31st March, 2016.



Declaration of Dividend for the financial year ended 31st March, 2016.

The dividend per share has reduced from Rs. 10 to Rs. 6. 5 in FY16. However, because of a sharp fall in profits, the payout ratio has improved from 48. 8% to 95. 7%.



Ratification of appointment of M/s. Shah Gupta & Co., Chartered Accountants as Statutory Auditors for financial yea 2016-17 to hold office from the conclusion of the 14th Annual General Meeting till the conclusion of 15th Annual General Meeting.

Shah Gupta & Co replaced Deloitte, Haskins & Sells as the statutory auditor in FY14; they were reappointed for a period of five years in the FY15 AGM. Under Indian regulations, auditor (re)appointments need an annual ratification by shareholders. The ratification of their reappointment is in line with the statutory requirements.



To appoint a Director in place of Mr. Ajai Kumar (DIN: 02446976), who retires by rotation and being eligible, offers himself for re-appointment.

Ajai Kumar has more than 40 years of experience in the banking sector. His reappointment is in line with the statutory requirements.



Shareholder


Management

recommendation


)






19/Sep/16 AGM Management For ABSTAIN As long as actual expenses are charged.









20/Sep/16 NTPC LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

20/Sep/16 NTPC LTD AGM Management For FOR



20/Sep/16 NTPC LTD AGM Management Fixation of remuneration of Statutory Auditors For FOR



To appoint a Director in place of Mr. M. A. K. Prabhu (DIN:03195461), who retires by rotation and does not seeking re-appointment and in this regard to appoint Mr. Chengalath Jayaram (DIN: 00012214) as a Shareholder Director

Chengalath Jayaram is the former Managing Director of Kotak Securities. His appointment is being proposed by Kotak Mahindra Bank. His appointment is in line with the statutory requirements.



Appointment of Mr. Mrugank Madhukar Paranjape (DIN: 02162026) as a Director.

Mrugank Madhukar Paranjape is being appointed as the MD & CEO of MCX. His appointment is in line with the statutory requirements.



Appointment of Mr. Mrugank Madhukar Paranjape (DIN: 02162026) as Managing Director and Chief Executive Officer (MD & CEO) of th Company for a period of three years with effect from 9th May 2016 and payment of remuneration to him.

His proposed pay of ~Rs. 29 mn is in line with peers and is commensurate with the size and scale of operations.



To approve foreign investment in the Company up to a maximum cap of 34% as against the prescribed sectoral cap of 49%

As per the Foreign Exchange Management Act, 1999 and other applicable regulations, foreign investors 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 capital of an Indian company. However, the sectoral cap is fixed at 49%. In order to allow for more foreign investments (currently at 17. 8%), the board has proposed to increase the limit from 24% to 34%. This is an enabling provision and may lead to increased liquidity of the company’s shares.



To approve ratification of and entering into material related party transactions with Multi Commodity Exchange Investor (Client) Protection Fund

SEBI norms require MCX to credit penalties related to transactions executed through its exchange, other than the settlement related penalties, to the MCX IPF. In FY16, the credit transfers amounted to Rs. 431. 3 mn. The amount for future years will be based on the quantum of such penalties. MCX IPF is managed independently through trustees and there is no pecuniary relationship between the trust and MCX. However, as per clarifications issued by ICAI, MCX IPF is deemed to be a related party. Accordingly, the approval will enable the company to fulfill its regulatory obligations. Given the independent nature of the trust and the regulatory compulsion behind the move, the lack of a monetary cap on the transactions in future years is not a cause for concern.



To consider and determine the fees for delivery of any document through a particular mode of delivery to a Member


J. KUMAR INFRAPROJECTS LIMITED

To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016 and Statement of Profit and Loss for the year ended on that date and the Reports of the Directors and Auditors thereon.



To declare dividend on equity shares of the Company.

The total dividend outflow including dividend tax for FY16 is Rs. 151. 6 mn v/s Rs. 174. 6 mn in FY15. The dividend payout ratio is 14. 7%.



Mr. Nitin J. Gupta (DIN: 00627832), a Director liable to retire by rotation, who retires by rotation at this Annual General meeting and being eligible has offered himself for re-appointment.

Nalin J. Gupta is part of the promoter group and its Managing Director. He retires by rotation and his reappointment is in line with the statutory requirements.



M/s Gupta Saharia & Co., Chartered Accountants be and are hereby re-appointed as the Statutory Auditors of the Company at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of traveling and out of pocket expenses incurred by them for the purpose of audit.

Gupta Saharia & Co has been auditing the company’s accounts for over 15 years. We expect auditors to be rotated at least once every 10 years. The reappointment is neither in line with our Voting Policy nor the spirit of Section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



M/s Kirit Mehta & Co. Cost Accountants appointed by the Board of Directors of the Company, as Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016, be paid the remuneration of Rs. 8,00,000/- excluding taxes;




To Appoint Joint Auditors M/s Todi Tulsyan & Co, & M/s Gupta Saharia & Co and to fix their remuneration

The company proposes to appoint Todi Tulsyan & Co as joint statutory auditor for FY17. The joint auditor is being appointed on account of the increase in the audit scope: the company will require to transition to IND AS for their financial statement reporting. Their appointment is in line with all statutory requirements.



To Borrow sum of monies from time to time, in any form including but not limited to by way of loans, shall not exceed at any point of time a sum aggregating to Rs. 5500 Crores

This is part of the regular company operations. However in the spirit of good corporate governance, there should be better disclosures to support such increases in borrowing limits.



To Create, Charge, mortgage & hypothecate created by the Company on any of the Company,s moveable / immovable properties or assets, to be issued by the Company, for a sum not exceeding Rs. 5500 Crores



Adoption of audited Standalone financial statements and consolidated financial statement of the Company for the year ended March 31, 2016, the reports of the Board of Directors and Auditors thereon.


Confirmation of payment of interim dividend and to declare final dividend for the year 2015-16

The company paid interim dividend of Rs. 1. 60 per share (FV Rs. 10) and proposes to pay a final dividend of Rs. 1. 75 per share (FV Rs. 10). The total dividend for the year is Rs. 33. 2 bn (compared to Rs. 24. 8 bn in FY15). The dividend payout ratio is 32. 4% (24. 1% in FY15).


Re-appointment of Shri S.C.Pandey (DIN: 03142319), who retires by rotation

SC Pandey is Director (Projects) of the company. He retires by rotation and his reappointment is in line with all statutory requirements.


Re-appointment of Shri Kulamani Biswal(DIN: 03318539), who retires by rotation

Kulamani Biswal is the Director (Finance) of the company. He retires by rotation and his reappointment is in line with all statutory requirements.


TR Chadha & Co, PSD & Associates, Sagar & Associates, Kalani & Co, PA & Associates, SK Kapoor & Co and BM Chatrath & Co are appointed as the joint statutory auditors for FY17 by the Comptroller & Auditor General of India (C&AG). As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 14 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.



Shareholder


Management

recommendation


)





















Appointment of Shri Gurdeep Singh (DIN: 00307037), as Chairman & Managing Director

Gurdeep Singh is a Mechanical Engineer and has attended Management Education Programme from IIM, Ahmedabad. He has over 28 years of experience in power generation sector. Prior to joining the Company as a Director, he was Managing Director of Gujarat State Electricity Corporation Limited. He was appointed as Chairperson and Managing Director with effect from 4 February 2016 and was paid Rs. 0. 5 mn for his two months of service during FY16. He is appointed for a period of five years: the GoI however, may shorten the period of his appointment at its discretion. His proposed remuneration is not disclosed: Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice. We highlight ‘governance risk’ to the proposal as he will not retire by rotation.


Appointment of Shri Aniruddha Kumar (DIN: 07325440), as Director

Aniruddha Kumar is Joint Secretary (Thermal), Ministry of Power. He will be appointed for a maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line with all statutory requirements.


Appointment of Shri Rajesh Jain (DIN: 00103150), as Independent Director

Rajesh Jain is the founder and Managing Director of NetCore Solutions Private Limited. He will be appointed for a maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line with all statutory requirements.


Appointment of Dr. Gauri Trivedi (DIN: 06502788), as Independent Director

Dr. Gauri Trivedi is former IAS officer. She will be appointed for a maximum term of three years: her tenure may be shorter at the discretion of the Government of India. Her appointment is in line with all statutory requirements.


Appointment of Shri Seethapathy Chander (DIN: 02336635) as Independent Director

Seethapathy Chander is Senior Advisor to Secretary General, World Energy Council. He will be appointed for a maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line with all statutory requirements.


Raising of funds upto `15,000 Crore through issue of Bonds/Debentures on Private Placement basis

NTPC borrowing programmes are rated CRISIL AAA/Stable/A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The issuance of securities will be within the overall borrowing limit of Rs. 1,500 bn approved by the shareholders at September 2014 postal ballot.


Ratification of remuneration of the Cost Auditors for the financial year 2016-17

The company has appointed Bandyopadhyaya Bhaumik & Co, S. Dhal & Co, Musib & Co, Narasimha Murthy & Co, Sanjay Gupta & Associates and RJ Goel & Co as cost auditors for Fy17. The proposed remuneration of Rs. 2. 9 mn is reasonable compared to the size and scale of operations.



To receive, consider and adopt a) the Audited Financial Statement of the Company for the financial year ended 31st March, 2016 (b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2016; and the Reports of the Board of Directors and the Statutory Auditors and the Comments of the Comptroller & Auditor General of India thereon.



To confirm the payments of Interim Dividends on Equity Shares and to declare Final Dividend on Equity Shares for the Financial Yea ended 31st March, 2016.

The company paid two interim dividends of Rs. 12. 50 and Rs. 3. 50 per equity share of face value Rs. 10 each. The company has also proposed to pay final dividend of Rs. 15 per share (FV Rs. 10. 0). The total cash outgo on account of dividend payment is Rs. 26. 3 bn (Rs. 19. 2 bn in FY15). The dividend payout ratio is 35. 4%.



To appoint a Director in place of Shri Shrikant Prakash Gathoo, Director, who retires by rotation and being eligible, offers himself for re-appointment.

Shrikant Prakash Gathoo is Director (HR). He retires by rotation and his reappointment is in line with all statutory requirements.



To authorise the Board of Directors of the Company to fix the remuneration of the Joint Statutory Auditors of the Company for the Financial Year 2016-17.

CNK & Associates and Haribhakti & Co. Were appointed as the joint statutory auditors for FY17 by the Comptroller & Auditor General of India (C&AG). As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 36 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.



Approval of Private Placement of Non-Convertible Bonds/Debentures and/or Debt Securities.

The issuance of securities will be within the overall borrowing limit of the company. In September 2014 postal ballot the company got approval to borrow twice its networth. The company’s long term borrowing programmes are rated CARE AAA, which denotes highestdegree of safety regarding timely servicing of financial obligations. As a measure of transparency, the company must disclose the size of the proposed issuance.



Approval of Material Related Party Transactions.

BPCL proposes to ratify transactions with Bharat Oman Refineries Limited (BORL) forpurchase of goods (Crude oil, MS, HSD, LPG, Naphtha, SKO, ATF, project materials, etc),sale of goods (crude oil, lubricants etc), and interest income on loans, rendering /receiving of services, canalysing commission, demurrage, port charges, employee deputation, lease rental, etc amounting to Rs. 268. 9 bn in FY16. The company also expects similar transactions in FY17 aggregating to Rs. 309. 3 bn. The FY16 ratification and proposed transactions for FY17 are in the ordinary course of business and at arm’s length.



Appointment of Shri Rajesh Kumar Mangal as an Independent Director.

Rajesh Kumar Mangal is Senior Partner of B. Jain & Associates, Chartered Accountants. His appointment is in line with all statutory requirements.



Appointment of Shri Deepak Bhojwani as an Independent Director.

Deepak Bhojwani is former IFS officer. His appointment is in line with all statutory requirements.



Appointment of Shri Gopal Chandra Nanda as an Independent Director.

Gopal Chandra Nanda is Former IPS Officer. His appointment is in line with all statutory requirements.



Appointment of Shri Anant Kumar Singh as Government Nominee Director.

Anant Kumar Singh is an IAS Officer. His appointment is in line with all statutory requirements.



Appointment of Shri Ramesh Srinivasan as Director (Marketing).

Ramesh Srinivasan is B. Sc. (Honors) and MBA. He joined BPCL in the year 1980 and headed its Retail, Lubes & LPG divisions. He was appointed as Director (Marketing) with effect from 1 March 2016 and was paid Rs. 0. 7 mn for his one month service during FY16. His term of appointment is not disclosed: notwithstanding, he retire by rotation. His proposed remuneration is also not disclosed: notwithstanding, the remuneration in public sector enterprises is usually not high. As a good governance practice, we expect Public Sector Enterprises (PSE) to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.



Appointment of Shri Ramamoorthy Ramachandran as Director (Refineries).

Ramamoorthy Ramachandran has been associated with the company since 1982. He has 34 years of experience in the Refining Sector. He has worked in refinery operations, tech services, production planning, projects, process technology and project financing. He was appointed as Director (Refineries) with effect from 1 August 2016. He is appointed for a period of five years: the GoI however, may shorten the period of his appointment at its discretion. His proposed remuneration is not disclosed: Remuneration in public sector enterprises is usually not high. We expect his remuneration to be in line with the remuneration paid to other Executive Directors of the Company. As a good governance practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.



Shareholder


Management

recommendation


)


21/Sep/16 COAL INDIA LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

21/Sep/16 COAL INDIA LTD AGM Management For FOR








21/Sep/16 COAL INDIA LTD AGM Management For ABSTAIN







Approval of Remuneration of the Cost Auditors for the Financial Year 2016-17.

The board has approved the appointment of ABK & Associates (for Refineries, product pipelines etc) and Bandyopadhyaya Bhaumik & Co (for Lube oil blending plants etc. ) as Cost Auditors for the year ended 31 March 2017. ABK & Associates are proposed an annual remuneration of Rs. 220,000 (excluding applicable taxes and reimbursement of out of pocket expenses) and Bandyopadhyaya Bhaumik & Co are proposed Rs. 100,000 (excluding applicable taxes and reimbursement of out of pocket expenses). The proposed remuneration is reasonable compared to the size and scale of operations.


To receive, consider and adopt: a. the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2016 including the Audited Balance Sheet as at March 31, 2016 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors, Statutory Auditor and Comptroller and Auditor General of India thereon. b. the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2016 including the Audited Balance Sheet as at March 31, 2016 and Statement of Profit & Loss for the year ended on that date and the Report of Statutory Auditor thereon


To approve the Interim dividend paid on equity shares for the Financial Year 2015-16 as final dividend for the year 2015-16.

Coal India paid an interim dividend of Rs. 27. 4 per equity share of Rs. 10. 0 each resulting in an aggregate cash outflow of Rs. 196. 8 bn (Rs. 130. 9 bn in FY15). The dividend payout ratio for FY16 is 120. 4% (97. 8% in FY15).


To appoint a director in place of Shri C.K.Dey [DIN-03204505] who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and Article 39(j) of Articles of Association of the Company and being eligible, offers himself for reappointment

CK Dey (DIN-03204505) is Director (Finance). He retires by rotation and his reappointment is in line with all statutory requirements.


Ms. Loretta Mary Vas [DIN-02544627], be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

Loretta Mary Vas (DIN-02544627) is an IAS officer and former Joint Secretary (Budget), Ministry of Finance. Her appointment is in line with all statutory requirements.


Dr. Satish Balram Agnihotri [DIN-03390553], be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Dr. Satish Balram Agnihotri (DIN-03390553) is a former Secretary, (Coordination & Public Grievances), Cabinet Secretariat. His appointment is in line with all statutory requirements.


Dr. D.C.Panigrahi [DIN-07355591],be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation

Dr. DC Panigrahi (DIN-07355591) holds a Ph. D in Mining Engineering. His appointment is in line with all statutory requirements.


Dr. Khanindra Pathak [DIN-07348780],be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation

Dr. Khanindra Pathak (DIN-07348780) is Professor & Head of Department of Mining Engineering, IIT (Kharagpur). His appointment is in line with all statutory requirements.


Shri. Vinod Jain [DIN-00003572], be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation,

Vinod Jain (DIN-00003572) is the Managing Partner of Vinod Kumar & Associates and a member of high powered committee appointed by finance ministry to simplify income tax law. His appointment is in line with all statutory requirements.


Shri Shyam Nandan Prasad [DIN-07408431], be and is hereby appointed as a Whole time Director of the Company, He shall be liable to retirement by rotation

Shyam Nandan Prasad (DIN-07408431) holds MBA in Marketing. He is associated with the company since 33 years. He was appointed as Director (Marketing) with effect from 1 February 2016 until the date of his superannuation, i. E. 30 November 2019. His proposed remuneration is not disclosed. Although remuneration levels in public sector enterprises are usually not high, as a measure of transparency, we expect PSE’s to disclose the proposed remuneration.


To authorise Director(Finance)/ Company Secretary to charge from the members such amount as may be deemed fit as an advance amount being equivalent to the estimated actual expenses for delivery of the documents to the members in a mode specified by the member

Should not be a big deterrent to the serious shareholder as long as actual expenses are recovered. In fact this measure can potentially reduce frivolous requests.


To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder and provisions of any other guidelines issued by relevant authorities and any other applicable laws (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Vivek Bharadwaj [DIN-02847409] who was appointed by the Board of Directors as an Additional Director of the Company with effect from 30th August’ 2016 and who holds office upto the dateof this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of the Director, be and is hereby appointed w.e.f 30th August’ 2016 and until further orders as an Official Part Time Director of the Company, liable to retirement by rotation, in terms of Ministry of Coal letter no- 21/3/2011-ASO dated 30th August’ 2016.”

RP Gupta (DIN-03388822) is an IAS officer and Joint Secretary at Ministry of Coal. He is nominee of Government of India. His appointment is in line with all statutory requirements.


Shri Rajesh Kumar Sinha [DIN-05351383], be and is hereby appointed as an Official Part Time Director of the Company, He shall be liable to retire by rotation

RK Sinha (DIN-05351383) is an IAS officer and Joint Secretary at Ministry of Coal. He is nominee of Government of India. His appointment is in line with all statutory requirements.



Adoption of the Audited financial statements of the Company for the financial year ended March 31, 2016, together with the reports of the Board of Directors and the Auditors thereon



To confirm the payment of Interim Dividend and to declare Final Dividend of Rs. 15 per equity share for the financial year ended March 31, 2016

The company has proposed a final dividend of Rs. 15 per equity share of face value Rs. 10 for the year ended 31 March 2016. The company has already paid an interim dividend of Rs. 32,668. 08 per share of face value Rs. 1,000. The company undertook a stock split in June 2015 where each share of face value Rs. 1,000 was split into 100 shares of Rs. 10 each. The total dividend outflow including dividend tax for the year is ~Rs. 18. 6 bn. The dividend payout ratio for the year is ~93%. The company has maintained a dividend ratio of above 90% over the past three years.



Shareholder


Management

recommendation


)







21/Sep/16 PETRONET LNG LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

21/Sep/16 PETRONET LNG LTD AGM Management For FOR





21/Sep/16 PETRONET LNG LTD AGM Management To ratify remuneration of Cost Auditors For FOR













Re-appointment of Mr. Aditya Ghosh (DIN: 01243445) as a director, who retires by rotation and being eligible, offers himself for re-appointment

Aditya Ghosh, 41, is the President and Executive Director of InterGlobe Aviation. He retires by rotation and his re-appointment is in line with statutory requirements.



Ratification of appointment of the B S R & Co. LLP, Chartered Accountants, (Registration No. 101248W/ W-100022) as Statutory Auditors and authorising Board to fix their remuneration

BSR & Co LLP have been the company’s auditors for the past seven years. The ratification of BSR & Co LLP is in line with our Voting Policy on Auditor (Re)appointment and complies with the requirements of Section 139 of the Companies Act 2013.



Re-appointment of Mr. Devadas Mallya Mangalore (DIN: 01804955) as a Chairman and Non - Executive Independent Director

Devadas Mallya, 63, is the Chairperson of the board and Former Chairperson and MD of Bank of Baroda. His reappointment is in line with statutory requirements.



Re-appointment of Dr. Anupam Khanna (DIN: 03421015) as Non-executive Independent Director

Dr. Anupam Khanna, 63, is the Former Chief Economist, NASSCOM. His reappointment is in line with statutory requirements.



Alteration of Articles of Association of the Company

The AoA consists of two parts: Part I and Part II, of which Part II was to terminate on listing of the company’s shares. Part II of the AoA list out the rights and obligations of the RG Group (controlled by Rakesh Gangwal and family), IGE Group (InterGlobe Enterprises, controlled by Rahul Bhatia and family) and InterGlobe Aviation. The articles primarily cover further modes of financing that the company can pursue and provisions related to determination of fair value of shares. As the shares have been listed, the company seeks shareholder approval for alteration of the AoA by deleting Part II. Shareholders will be required to visit the registered office of the company in order to understand the proposed changes as the AoA are not available on the website.



Approval for increase in borrowing limits of the Company

It is part of normal company business operations though as a good corporate governance practice, there should be better disclosure regarding the purpose of such increases in borrowing limits.


To receive, consider, and adopt the audited Financial Statements of the Company for the year ended March 31, 2016.


To Declare a dividend for the financial year ended 31st March 2016

The dividend per share has increased from Rs. 2 to Rs. 2. 5 in FY16. Consequently, the payout ratio has increased from 20. 4% to 24. 7%.


To appoint a Director in place of Shri Shri DK Saraf (DIN 00147870), who retires by rotation and being eligible, offers himself for re-appointment

D. K. Sarraf is CMD of ONGC and its nominee on Petronet LNG’s board. His reappointment is in line with the statutory requirements.


To appoint a Director in place of Mr. Philip Olivier (DIN 06937286), who retires by rotation and being eligible, offers himself for re-appointment

Philip Olivier is President of Engie (erstwhile GDF Suez) and a nominee Director of GDF International on the board. His reappointment is in line with the statutory requirements.


To appoint statutory Auditors, fis their remuneration

T. R. Chadha & Co. Was appointed as the statutory auditor in FY13. Their reappointment is in line with the statutory requirements.


To appoint Shri Subir Purkayastha (DIN 06850526) as Director

Subir Purkayastha is Director (Finance) of GAIL India and its nominee on Petronet LNG’s board. His appointment is in line with the statutory requirements.


The remuneration of Rs. 0. 1 mn proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.


Approval to enter into Related Party Transactions

The company has existing arrangements with BPCL, IOCL and GAIL for LNG sales and regasification services. In FY16, the total quantum of transactions amounted to Rs. 258. 4 bn (~94% of revenues). To execute these contracts, the company seeks to approve transactions to be undertaken in FY17 with these entities and its other associates and JVs. The aggregate amount has not been specified as the company believes it is currently not possible to ascertain the exact value of the transactions to be undertaken in FY17. However, the company has specified that all such RPTs are in the ordinary course of business and will be conducted at arms-length. Given that the approval is valid only for a year, we recognize that such transactions can be reviewed on an annual basis.


Approval for the payment and distribution of a sum not exceeding 1% per annum of the profits of the Company by way of commission to and amongst the Director of the Company

The company has 12 directors on the board who are eligible to receive commission. Based on FY16 standalone profits, this amounts to an average of Rs. 7. 8 mn per director. In the past however, the payouts have been much lower (total commission of Rs. 4. 3 mn in FY16) and we expect similar payouts in the next few years. However, as a measure of transparency and good governance practice, we expect companies to fix the absolute cap on commission payable to directors.


To Extend the tenure of Shri RK Garg (DIN 00784953) as Director (Finance)

R. K Garg was appointed as Director (Finance) on 20 July 2011, for a period of five years. The extension of his tenure is an operational decision of the company.


RURAL ELECTRIFICATION CORP LTD

To receive, consider, approve and adopt the audited standalone & consolidated fi nancial statements of the Company for the fi nancial year ended March 31, 2016 along with the Reports of the Board of Directors and Auditors thereon.



To confi rm the payment of Interim Dividend and declare Final Dividend on equity shares of the Company for the fi nancial year 2015-16.

REC paid an interim dividend of Rs. 12. 0 per equity share in FY16 and proposes a final dividend of Rs. 5. 1 per equity share of Rs. 10. 0 each. The dividend per share has increased from Rs. 10. 7 per equity share in FY15 to Rs. 17. 1 per equity share in FY16. The payout ratio for FY16 is 36. 1%.



To appoint a Director in place of Shri Ajeet Kumar Agarwal (DIN: 02231613), who retires by rotation and being eligible, offers himself for re-appointment.

Ajeet Kumar Agarwal is Director - Finance and has been on the board since August 2012. His reappointment is in line with statutory requirements.



To fi x the remuneration of Auditors for the fi nancial year 2016-17.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. Raj Har Gopal & Co and AR & Co have been appointed as joint statutory auditors of the Company for the financial year 2016-17 by the C&AG of India.



To appoint Shri Sanjeev Kumar Gupta (DIN 03464342) as a Director of the Company, liable to retire by rotation.

Sanjeev Kumar Gupta was appointed as Director - Technical, on 16 October 2015. The company proposes to appoint him as a Whole Time Director for a term of five years. His appointment is in line with the statutory requirements. Given the salary structures in PSU’s we are not concerned about his remuneration. However, the proposed remuneration has not been disclosed. As a practice, we expect listed companies to disclose the proposed remuneration to its shareholders through the AGM notice.



To appoint Shri Arun Singh (DIN 00891728) as Part time Non Offi cial Independent Director of the Company.

Arun Singh has 28 years of experience in the field of Finance, Taxation, Banking and Management. He has been on the board as Non-Official Part-Time Director since 13 November 2015. The company now proposes to appoint him as an Independent Director for a period of three years. His appointment is in line with statutory requirements.



To appoint Shri Aravamudan Krishna Kumar (DIN 00871792) as Part time Non Offi cial Independent Director of the Company.

Aravamudan Krishna Kumar has 40 years of experience in the banking sector. He has been on the board as Non-Official Part-Time Director since 13 November 2015. The company now proposes to appoint him as an Independent Director for a period of three years. His appointment is in line with statutory requirements.



Shareholder


Management

recommendation


)












21/Sep/16 AGM Management Ratification of appointment of Auditors For FOR






21/Sep/16 AGM Management Appointment of Branch Auditors For FOR Their appointment is in line with all the statutory requirements.

21/Sep/16 AGM Management Ratification of Cost Auditor’s Remuneration For FOR




To appoint Professor Tiruvallur Thattai Ram Mohan (DIN 00008651) as Part time Non Offi cial Independent Director of the Company.

T. T. Ram Mohan is a professor of Economics and Finance at IIM Ahmedabad, prior to which he worked in consulting and in the finance sector. He has been on the board as Non-Official Part-Time Director since 13 November 2015. The company now proposes to appoint him as an Independent Director for a period of three years. His appointment is in line with statutory requirements.



Entering into transactions with Energy Efficiency Services Limited (EESL) or any other associate company(ies) (present or future) of Rural Electrification Corporation Limited in pursuance of the provisions of the Companies Act, 2013 and Rules made thereunder

The Company proposes to make transactions with EESL or any other associate company for the sale/purchase of goods or materials or property, leasing of property of any kind, availing or rendering of services including financial assistance, appointment of manpower, support and other services during FY17 not exceeding 2% of the company’s turnover in FY16, i. E. Upto Rs. 4. 8 bn. While the resolution proposes transactions with other associate companies as well, the company currently does not have any associates apart from EESL. We highlight ‘transparency risk’ to the proposal, as it is unclear which other associate companies have been referred to. Further, the company has not provided clarity on whether the transactions will be at arm’s length and in the ordinary course of business. Given it is a PSU and the nature of business, we do not expect any significant risks in the proposed related party transactions.



Increase in Authorised Capital of the Company from 1200 crore to 5000 crore.

The increase in authorized share capital is being proposed to facilitate the bonus share issue (resolution 12) and to maintain a Capital to Risk Weighted Assets Ratio (CRAR) at 15% (with a minimum Tier I capital of 10%). This is an enabling resolution and there is no material impact on minority shareholders.



Alteration of Capital Clause of Memorandum of Association of the Company.

The company seeks shareholders’ approval to amend Clause V of the MoA of the company to increase authorized share capital from Rs. 12 bn to Rs. 50 bn.



Issue of Bonus shares in the ratio 1:1 to the shareholders of the Company.

The objective of the issuance is to increase the liquidity of the equity shares traded in the secondary market and encourage the participation of small investors. The new equity shares will rank pari-passu in all respects with the existing equity shares of the company.



Adoption of amended Articles of Association of the Company , in substitution and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company.

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to replace the entire existing AoA. Shareholders will be required to visit the company’s website/premises to understand the alterations and review the revised AoA. The company could have been more shareholder-friendly and made the proposed changes to the AoA available in the notice.



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

REC seeks shareholder approval to issue non-convertible debentures/bonds for an amount not exceeding Rs. 500. 0 bn on private placement basis. The funds will be used to finance the power sector for generation, transmission and distribution projects. The company has a borrowing limit of Rs. 2000. 0 bn. The proposed issuance of non-convertible debentures will form a part of the company’s overall borrowing program. REC’s debts are rated CARE AAA/CARE A1+, which denotes highest degree of safety with regard to timely servicing of financial obligations. These instruments carry very low credit risk.


TATA POWER CO LTD

Adoption of Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2016 together with the Reports of the Board of Directors and the Auditors thereon


TATA POWER CO LTD

Adoption of Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2016 together with the Report of the Auditors thereon


TATA POWER CO LTD

Declaration of dividend on Equity Shares for the financial year ended 31st March 2016

Aggregate dividend outflow remained constant over previous year at around Rs. 4. 0 bn. The dividend payout ratio for FY16 is 51. 9% (38. 1% in FY15).


TATA POWER CO LTD

Appointment of Director in place of Mr. Anil Sardana, who retires by rotation and is eligible for re-appointment

Anil Sardana is the CEO and Managing Director. He retires by rotation and his reappointment is in line with all the statutory requirements.


TATA POWER CO LTD

Reputed Auditors though we believe management should rotate auditors in line with the spirit of the Companies Act.


TATA POWER CO LTD

Appointment of Mr. Pravin H. Kutumbe as a Director

Pravin H. Kutumbe is ED with Life Insurance Corporation (LIC): a major shareholder in The Tata Power Company Limited (TPCL). He is being appointed as LIC nominee in place of LIC nominee – Vijay Sharma. He was appointed as an Additional Director from 7 September 2015. His appointment is in line with all the statutory requirements.


TATA POWER CO LTD

Appointment of Ms. Sandhya S. Kudtarkar as a Director

Ms. Sandhya S. Kudtarkar is the Vice President – Legal of Tata Services Limited. She is being appointed in place of Ms. Vishaka Mulye. She was appointed as an Additional Director from 16 April 2016. Her appointment is in line with all the statutory requirements.


TATA POWER CO LTD

Re-appointment of Mr. Anil Sardana as CEO and Managing Director

The company proposes to reappoint Anil Sardana at a proposed remuneration of Rs. 69. 4 mn. His proposed remuneration is in line with peers and commensurate with the size and complexity of his responsibilities. His FY16 remuneration of Rs. 65. 0 mn was 69. 65x the median employee remuneration. The commission will be decided by the board. However, we observe that the company has been judicious in the past in terms of executive compensation and expect it to continue to do so in the future. As a good practice, companies must cap the absolute amount of commission payable to board members.


TATA POWER CO LTD


The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. The funds will be used for capex requirements and for growth via inorganic routes. TPCL’s debt programmes are rated as ICRA AA/Negative/A1+ and CRISIL AA/Negative/CRISIL A1+ which denotes high degree of safety regarding timely servicing of financial obligations. These instruments carry very low credit risk.


TATA POWER CO LTD

Increase in limits of investments in other bodies corporate

Based on its financials as on 31 March 2016, any investments in securities in excess of Rs 139. 7 bn would require approval by way of a Special Resolution. As on 31st March 2016, the Company had investment in securities of other companies amounting to Rs 133. 3 bn. TPCL has plans to grow its business multifold in the next few years through greenfield, brownfield projects, and the purchase of operating assets. The Company, therefore, proposes limit for additional equity and equivalent investment in instruments of upto Rs 100. 0 bn for new projects/assets. This would take the total limit to Rs 233. 3 bn.


TATA POWER CO LTD


TATA POWER CO LTD

The board has approved the appointment of Sanjay Gupta and Associates as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 650,000 plus applicable service tax and out of pocket expenses. The remuneration is commensurate to the size of the company.



Adoption of financial statements for the year ended 31 March 2016



Shareholder


Management

recommendation


)




22/Sep/16 AGM Management Appointment of Mrs Kusum Singh as Director For FOR



22/Sep/16 AGM Management Appointment of Mrs Usha Mathur as Director For FOR

22/Sep/16 AGM Management Appointment of Mr Sharad Sanghi as Director For FOR

22/Sep/16 AGM Management Appointment of Mr Girish Kumar as Director For FOR

















Confirmation of interim dividend and declaration of final dividend

Bharat Electronics Limited (BEL) has proposed a final dividend of Rs. 14. 5 per equity share. It has already paid an interim dividend of Rs. 2. 5 per equity share. The aggregate dividend is Rs. 17. 0 per share. The total dividend outflow including dividend tax for FY16 is Rs. 4. 9 bn. The dividend payout ratio for FY16 is 36. 2%.



Re-appointment of retiring Director, Mr M L Shanmukh

M L Shanmukh has been Director (Human Resources) from August 2004. He retires by rotation, and his reappointment is in line with the statutory requirements.



To authorise the Board of Directors to fix the remuneration of the Statutory Auditors of the Company

Badari, Madhusudhan & Srinivasan were appointed as statutory auditors for FY16 by the Comptroller & Auditor General of India (C&AG). As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit remuneration of Rs. 3. 4 mn in FY16, compared to Rs. 3. 1 mn in FY15, is commensurate with the size and complexity of the company: we expect audit remuneration in FY17 to be in same range.



Ms. Kusum Singh is an Indian Railway Personnel Services (IRPS) Officer of the 1984 batch with over 30 years of experience. Her appointment is in line with the statutory requirements.



Appointment of Dr Bhaskar Ramamurthi as Director

Dr. Bhaskar Ramamurthi is serving as Director of Indian Institute of Technology, Madras. His appointment is in line with all statutory requirements.



Appointment of Dr R K Shevgaonkar as Director

Dr. R K Shevgaonkar is a Professor in the Department of Electrical Engineering, IIT Bombay. His appointment is in line with all statutory requirements.



Ms. Usha Mathur, retired IRAS officer of the 1974 batch, retired as Secretary to the Government of India in the Ministry of Parliamentary Affairs in 2011. Her appointment is in line with all statutory requirements.



Sharad Sanghi is the CEO of Netmagic Solutions, which he founded in July 1998 and is now an NTT Communications company. His appointment is in line with all statutory requirements.



Girish Kumar joined BEL-Ghaziabad as a Probationary Engineer in 1979 after completing his BE (Mech. ) from MITS, Gwalior. He is liable to retire by rotation. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.



Appointment of Mr Nataraj Krishnappa as Director

Nataraj Krishnappa joined BEL-Ghaziabad on 1 March 1984, after graduating in Mechanical Engineering from the National Institute of Engineering, University of Mysore. He is liable to retire by rotation. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.



Ratification of remuneration of the Cost Auditor



BHARAT HEAVY ELECTRICALS LTD

Adoption of Financial statements of the Company for the year ended 31st March, 2016 together with the Directors’ Report and Auditors’ Report thereon



Declaration of Dividend for the financial year 2015-16

The company has proposed dividend of Rs. 0. 4 per equity share of face value Rs. 2. 0 each for the year ended 31 March 2016. The total dividend (including dividend tax) decreased to Rs. 1. 2 bn in FY16 from Rs. 2. 8 bn in FY15. The dividend payout ratio is negative on account of loss reported for the year.



Re-appointment of Shri D. Bandyopadhyay (DIN: 07221633) who retires by rotation

D. Bandyopadhyay (DIN: 07221633) is Director – Human Resources. He retires by rotation and his reappointment is in line with all statutory requirements.



Re-appointment of Shri Amitabh Mathur (DIN: 07275427) who retires by rotation

Amitabh Mathur (DIN: 07275427) is Director – Industrial Systems and Products. He retires by rotation and his reappointment is in line with all statutory requirements.



Authorize the Board of Directors to fix the remuneration of the Auditors for the year 2016-17

Wahi & Gupta, DSP & Associates and S B A & Company jointly audited the financial statements of the company in FY16. Pursuant to Section 139(5) of Companies Act, 2013, the Auditors of a Government Company are to be appointed or reappointed by the Comptroller and Auditor General of India and in terms of Section 142(1) of the Companies Act, 2013, their remuneration has to be fixed by the Company in General Meeting. The total audit fees of Rs. 11. 4 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.



Ratification of Remuneration of Cost Auditors for financial year 2016-17

The company has appointed Jugal K. Puri & Associates, Sanjay Kasliwal & Associates, Narasimha Murthy & Co. , Sunil Singh & Co. , Vishwanath Bhat & Co. And Velamarthi & Associates as cost auditors for FY17. The proposed remuneration of Rs. 133. 7 mn is reasonable compared to the size and scale of operations.



Appointment of Shri Subrata Biswas (DIN: 07297184) as Director

Subrata Biswas (DIN: 07297184) is an Electronics Engineer and MBA from the Indian Institute of Management, Kolkata. He has 35 years of experience at the R&D segments of the company. He will be Director (Engineering, Research & Development) for five years with effect from 24 September 2015, or till the date of his superannuation, or until further orders from the Government of India, whichever earlier. His proposed remuneration of Rs. 1. 2 mn (in range of Rs. 75,000 to Rs. 100,000 per month) is reasonable and in line with remuneration paid by other Public Sector Enterprises.



Appointment of Shri Rajesh Kishore (DIN: 02425323) as Director

Rajesh Kishore ((DIN: 02425323) is a retired IAS officer. His appointment is in line with all statutory requirements.



Appointment of Shri Keshav N. Desiraju (DIN: 07372233) as Director

Keshav N. Desiraju (DIN: 07372233) is a retired IAS officer. His appointment is in line with all statutory requirements.



Appointment of Shri R. Swaminathan (DIN: 01811819) as Director

R. Swaminathan (DIN: 01811819) is a retired Indian Foreign Services Officer. His appointment is in line with all statutory requirements.



Appointment of Shri T. Chockalingam (DIN: 07428614) as Director

T. Chockalingam (DIN: 07428614) is a Chartered Accountant. He is associated with the company since 1982 as an executive trainee Finance. Prior to his appointment as a Director, he was heading the finance function of the company’s manufacturing division at Tiruchirappalli. He will be Director (Finance) for five years with effect from 11 February 2016 or till the date of his superannuation, or until further orders from the Government of India, whichever earlier. His proposed remuneration of Rs. 1. 2 mn (in range of Rs. 75,000 to Rs. 100,000 per month) is reasonable and in line with remuneration paid by other Public Sector Enterprises.



Appointment of Dr. Subhash Chandra Pandey (DIN: 01613073) as Director

Dr. Subhash Chandra Pandey (DIN: 01613073) is Additional Secretary & Financial Adviser, Department of Industrial Policy and Promotion, Ministry of Commerce & Industry. His appointment is in line with all statutory requirements.



Shareholder


Management

recommendation


)



22/Sep/16 AGM Management To declare Dividend on Equity Shares. For FOR








22/Sep/16 INOX WIND LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

22/Sep/16 INOX WIND LTD AGM Management For FOR




22/Sep/16 NHPC LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

22/Sep/16 NHPC LTD AGM Management For FOR









Appointment of Shri Akhil Joshi (DIN: 06604954) as Director

Akhil Joshi (DIN: 06604954) is a Mechanical Engineering. He has over 36 years of experience at various levels in the company. Prior to his appointment as Director (Power) he was Executive Director (Power Sector- Management Services & HR). He will be Director (Power) for five years with effect from 10 August 2016 or till the dateof his superannuation, or until further orders from the Government of India, whichever earlier, whichever earlier. His proposed remuneration of Rs. 1. 2 mn (in range of Rs. 75,000 to Rs. 100,000 per month) is reasonable and in line with remuneration paid by other Public Sector Enterprises.


GUJARAT STATE PETRONET LTD

To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the Financial Year ended 31st March, 2016, and the Reports of the Board of Directors and Auditors thereon.



The dividend per share has increased from Rs. 1. 2 to Rs. 1. 5 in FY16. Consequently, the payout ratio has improved from 19. 9% to 22. 5%.



To appoint a Director in place of Smt. Shridevi Shukla [DIN: 02028225] who retires by rotation and being eligible offers herself for re-appointment.

Shridevi Shukla is the former State Information Commissioner of Gujarat and the nominee of Gujarat State Petroleum Corporation on the board. She retires by rotation and her reappointment is in line with the statutory requirements.



To fix remuneration of Statutory Auditors of the Company in terms of the provisions of Section 142 of the Companies Act, 2013.

The auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these auditors will be fixed by the board. In FY16, the auditors were paid a remuneration of Rs. 0. 2 mn, which is reasonable. We expect auditor remuneration to remain in the similar levels in FY17.



To approve appointment of Dr. Sudhir Kumar Jain [DIN: 03646016] as an Independent Director of the Company.

Dr. Sudhir Kumar Jain is a Professor at IIT Kanpur. His appointment is in line with the statutory requirements.



To approve appointment of Shri Bhadresh Mehta [DIN: 02625115] as an Independent Director of the Company.

Bhadresh Mehta is a practicing Chartered Accountant. His appointment is in line with the statutory requirements.



To approve appointment of Shri Sujit Gulati, IAS [DIN: 00177274] as a Director of the Company.

Sujit Gulati is an IAS officer and is presently Additional Chief Secretary, Energy and Petrochemicals Department Government of Gujarat. His appointment is in line with the statutory requirements.



To ratify the remuneration payable to M/s R K Patel & Co., Cost Auditor of the Company for the Financial Year ending 31st March, 2017.

The remuneration of Rs. 0. 1 mn proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations.



To approve payment of remuneration to Shri M M Srivastava, IAS (Retd.), [DIN: 02190050] Chairman.

M. M Srivastava was paid a remuneration of Rs. 1. 6 mn (excluding sitting fees) for the period between 28 August 2015 and 24 August 2016. His proposed annual remuneration of Rs. 1. 7 mn is reasonable, compared to the size and scale of operations.


Adoption of the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2016, the report of Auditors thereon and the report of the Board of Directors for the said year; and the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016 and the report of the Auditors thereon.


Appointment of Director in place of Shri Deepak Asher, who retires by rotation and, being eligible, seeks re-appointment.

Deepak Asher has been associated with the Inox Group for more than 25 years in various capacities. He retires by rotation and his reappointment is in line with all statutory requirements.


To ratify appointment of Statutory Auditor and to fix their remuneration.

Patankar & Associates have been the statutory auditors of the company for three years year. In the 2015 AGM, they were appointed for a period of five years. Their ratification is in line with the statutory requirements.


Approval for re-appointment of Shri Rajeev Gupta as Whole-time Director of the Company and ratification of remuneration paid for the financial year 2015-16.

Rajeev Gupta has been an executive director of the company since 2009. He was paid Rs. 6. 8 mn for FY16, Rs. 0. 3 mn higher than the approved remuneration. The proposed remuneration for FY17 is Rs. 8. 0 mn. Rajeev Gupta’s proposed remuneration is in line with peers in the same industry and is commensurate with the size of the business and complexities of his role.


Approval of remuneration to the Cost Auditors.

Payment to cost auditors for the year ending 31 March 2017 of Rs. 0. 187 mn (excluding service tax and reimbursement of out-of-pocket expenses) is commensurate with the size of the company.


To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended on 31st March, 2016, together with the Board’s Report, the Report of Auditors’ thereon and Comments of the Comptroller & Auditor General of India.


To note the payment of interim dividend and declare final dividend for the financial year 2015-16.

The total dividend (including dividend tax) amounts to Rs. 20. 0 bn in FY16. Dividend payout ratio is at 81. 9% (37. 6% in FY15).


To appoint a Director in place of Shri Jayant Kumar (DIN 03010235), who retires by rotation and being eligible, offers himself for re-appointment for the remaining term at the pleasure of the President of India.

Jayant Kumar (59) is an executive director of the company. He is an associate member of ICAI with over three decades experience in Corporate Finance. He was first appointed on 26 May 2015 and his term is till 28 February 2017. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Radheshyam Mina (DIN 00149956), who retires by rotation and being eligible, offers himself for re-appointment for the remaining term at the pleasure of the President of India.

Radheshyam Mina (59) is an executive director of the company. He is an Electrical Engineer, holds a MBA (Finance and HR) from IGNOU and has over 35 years of experience in the power sector at the technical and governance level. He was first appointed on 28 April 2009 and his term is till 31 January 2017. His reappointment is in line with all the statutory requirements.


To authorize Board of Directors of the company to fix the remuneration of the Joint Statutory Auditors for the financial year 2016-17.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. S. N. Dhawan & Co. , Gupta Gupta & Associates, and Ray and Ray jointly audited the financial statements of NHPC in FY16. They were paid a total remuneration of Rs. 17. 7 mn in FY16 (Rs. 21. 1 mn in FY15). The C&AG has reappointed these auditors as joint statutory auditors for FY17. The Company proposes to authorize the board to fix their remuneration.


Ordinary Resolution for ratification of the remuneration of the Cost Auditors for the financial year 2016-17.

NHPC has approved the appointment of seven firms as Cost Auditors for FY17 on a total remuneration of Rs 60,000 per power station plus applicable taxes. In FY16, total remuneration to cost auditors amounted to Rs. 1. 6 mn.


Ordinary resolution for appointment of Shri Krishna Mohan Singh (DIN 02223301), as Chairman and Managing Director of the Company.

Krishna Mohan Singh (59) is an Electrical Engineer and former CEO of NHDC, a joint venture between NHPC (51%) and Govt. Of Madhya Pradesh (49%). He has over 35 years of experience in various facets of Hydropower development. His appointment is in line with the statutory requirements. Currently, the age limit for executive directors for NHPC is 60 years.


Ordinary resolution for appointment of Shri Ratish Kumar (DIN 06852735), as Director (Projects) of the Company.

Ratish Kumar (55) is a B. Tech (Electrical Engineering) from GB Pant University and has over 33 years of experience in NHPC. His appointment is in line with the statutory requirements.



Shareholder


Management

recommendation


)



















22/Sep/16 AGM Management To declare Dividend on Equity Shares For FOR









Ordinary resolution for appointment of Shri Balraj Joshi (DIN 07449990), as Director (Technical) of the Company.

Balraj Joshi (57) is a Civil Engineer from Govt. Engineering College, Karad. He has over 33 years of experience in NHPC. His appointment is in line with the statutory requirements.


Ordinary resolution for appointment of Shri Satya Prakash Mangal (DIN 01052952), as an Independent Director of the Company.

Satya Prakash Mangal (56) is a practicing CA and former Director of Punjab & Sind Bank and UCO Bank. His appointment is in line with the statutory requirements.


Ordinary resolution for appointment of Prof. Arun Kumar (DIN 07346292), as an Independent Director of the Company.

Arun Kumar (56) is a Professor of Alternate Hydro Energy Centre at IIT Rourkee. His appointment is in line with the statutory requirements.


Ordinary resolution for appointment of Prof. Kanika T. Bhal (DIN 06944916), as an Independent Director of the Company.

Kanika T Bhal (51) is the HOD-Management Studies at IIT Delhi. Her appointment is in line with the statutory requirements.


Ordinary resolution for appointment of Shri Farooq Khan (DIN 07348921), as an Independent Director of the Company.

Farooq Khan (62) is a former IPS officer and former IGP J&K. His appointment is in line with the statutory requirements.


Special Resolution for consideration of issue of secured/unsecured redeemable non-convertible debentures/bonds aggregating up to ` 4500 Crore.

The issuance of debt securities on private placement basis is within the overall borrowing limit of the company of Rs 300 bn. NHPC’s consolidated debt as at 31 March 2016 is Rs 201. 7 bn. NHPC’s long term debt instruments are rated CRISIL AAA/Stable: these ratings denote highest degree of safety with respect to timely servicing of financial obligations.



Adoption of Annual Accounts for the year ended March 31, 2016



Re-appointment of Mr. Prem Kishan Dass Gupta, who retires by rotation.

Prem Kishan Dass Gupta is the promoter of Snowman Logistics Ltd. (Snowman). He was designated as Non-Executive Chairperson in FY16. His reappointment as director liable to retire by rotation is in line with all the statutory requirements.



Re-appointment of Mr. Tomoyuki Masuda, who retires by rotation.

Tomoyuki Masuda represents major shareholder Mitsubishi Corporation on the Board of Snowman. He is the Senior VP - Living Essentials Group; Mitsubishi Corporation India Pvt. Ltd. His reappointment as director liable to retire by rotation is in line with all the statutory requirements.



Appointment of M/s. Price Waterhouse, Firm Registration No. 301112E, Chartered Accountants, as Auditors and fix their remuneration

Reputed auditor, though we believe management should rotate auditors in spirit of the companies act.



Appointment of Mrs. Mamta Gupta as Director

Mamta Gupta is the wife of promoter Prem Kishan Dass Gupta. She is a partner in the family business firm – Newsprint Trading and Sales Corporation and responsible for business development. Her appointment as director liable to retire by rotation is in line with all the statutory requirements.



Appointment of Mr. Shabbir Hassnabhai as Independent Director to hold office upto August 14, 2021

Mr Hassanbhai appears to be a respected professional. Given his stature and association with other corporate and government initiatives, his independence appears to be valid.



Appointment of Mr. Bhaskar Avula Reddy as Independent Director to hold office upto April 26, 2021

Bhaskar A. Reddy is former Commissioner of Income Tax. He is also on the Board of parent company Gateway Distriparks Ltd. For the last two years. His appointment is in line with all the statutory requirements.



Appointment of Mr. Arun Kumar Gupta as Independent Director to hold office upto April 26, 2021

Arun Kumar Gupta has been an executive with various companies: Saxo Bank, CSC, Syntel, Sapient, NIIT, and TCS in the past. He is also on the Board of parent company Gateway Distriparks Ltd. Since April 2016. His appointment is in line with all the statutory requirements.



Appointment of Mr. A.K.T.Chari as Independent Director to hold office upto August 14, 2018

A. K. T. Chari is former CGM - IDBI Ltd. And former COO & ED – IDFC Ltd. His reappointment is in line with all the statutory requirements.



Appointment of Mr. Pradeep Kumar Dubey as Director

Pradeep Kumar Dubey joined Snowman in November 2009. He is currently the company’s Chief Operating Officer. His appointment is in line with all the statutory requirements.



Appointment of Mr. Pradeep Kumar Dubey as the Wholetime Director to hold office upto April 26, 2017

Pradeep Dubey’s maximum proposed remuneration as COO for FY17 is ~ Rs 6. 5 mn (all fixed). He may also be granted ESOPs, details of which have not been provided. He was paid a remuneration on Rs 0. 8 mn for the 2 months of FY16 after his board appointment. The proposed remuneration for Pradeep Dubey is in line with industry peers and commensurate with the size and complexity of the business. Since it is his first year of appointment, his proposed remuneration cannot be compared to performance.


TD POWER SYSTEMS LTD

To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2016, together with the Reports of the Directors and Auditors’ thereon.



The total dividend proposed to be paid (including dividend tax) is Rs. 122. 0 mn. The dividend payout ratio has increased from 62. 4% in FY15 to 81. 5% in FY16.



To appoint Director in place of Mr. K. G. Prabhakar (DIN: 07187463) who retires by rotation and being eligible seeks re-appointment

K. G. Prabhakar (DIN 07187463) is a Chartered Accountant with over 35 years of experience. He is associated with the company since 2001 and involved in finance, accounts, taxation, HR and administration functions. He is the Chief Financial Officer (CFO) of the Company. He was appointed on the board as Whole Time Director, beginning 20 May 2015 for a term upto 27 June 2018: liable to retire by rotation. His reappointment is in line with the statutory requirements.



Appoint M/s. B. K. Ramadhyani & Co. LLP, Chartered Accountants, Bangalore as Auditors and fix their remuneration.

B. K. Ramadhyani & Co. LLP have been auditing the company’s accounts since FY09 (eight years) and have been appointed as statutory auditors for the financial year 2016-17.



Appoint Mr. Mitsuo Sekino, Certified Public Accountant, Tokyo, Japan as Auditor of Company’s Japan Branch and fix remuneration.

As per section 143(8) of the Companies Act 2013, companies with foreign branches may appoint branch auditors to conduct the audit for respective branches.



Ratification of payment of remuneration to the Cost Auditors.

The proposed remuneration is commensurate with the size and scale of operations.


DECCAN CEMENTS LIMITED

Adoption of Audited Balance Sheet as at 31st March 2016 and Statement of Profit & Loss for the Year ended on that date together with the Reports of the Directors’ and Auditors’ thereon.



Confirmation of payment of interim dividend as final dividend for the Financial Year 2015-16.

The total dividend outflow including dividend tax for the year is ~Rs. 42 mn. The dividend payout ratio for the year is ~9%. The company has steadily increased the dividend per share over the last few years. However, the company can pay more by way of dividends.



Appointment of a Director in place of Mr. P Venugopal Raju (DIN: 00016548) who retires by rotation and being eligible offers himself for re-appointment.

P Venugopal Raju, a Chartered Accountant, is the spouse of Ms. P Parvathi, the Managing Director. He retires by rotation and his re-appointment is in line with statutory requirements.



Shareholder


Management

recommendation


)



23/Sep/16 AGM Management For ABSTAIN As long as actual expenses are charged.

23/Sep/16 GAIL (INDIA) LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

23/Sep/16 GAIL (INDIA) LTD AGM Management For FOR









23/Sep/16 GAIL (INDIA) LTD AGM Management Approval for Private Placement of Securities For FOR












Ratification of appointment of M/s. M Bhaskara Rao & Co, Chartered Accountants as the Statutory Auditors of Company and fixation of their remuneration.

Reputed auditors though management should rotate auditors in spirit of the companies act.



Ratification of remuneration to the Cost Auditors for the Financial Year 2016-17.




Approval to deliver document through a particular mode as may be sought by any member of the Company .


Adoption of audited Financial Statements and audited consolidated Financial Statements of the Company for the year ended 31st March, 2016 and Report of the Board of Directors and Auditors


Approval of Final Dividend for the financial year ended 31st March, 2016 and to confirm the payment of Interim Dividend already paid in February, 2016

GAIL paid interim dividend of Rs. 2. 5 per equity share during FY16 and proposes to pay final dividend of Rs. 3. 0 per equity share of face value Rs. 10 each. The total dividend proposed to be paid (including dividend tax) is Rs. 8,397 mn. The FY16 dividend payout is 36. 5% (30. 1% in FY15).


Appoint a Director in place of Shri Subir Purkayastha, who retires by rotation, and being eligible, offers himself for re-appointment

Subir Purkayastha (DIN-06850526) is Director (Finance). He retires by rotation and his reappointment is in line with all statutory requirements.


Appoint a Director in place of Shri Ashutosh Jindal, who retires by rotation, and being eligible, offers himself for re-appointment

Ashutosh Jindal (DIN-05286122) is the Joint Secretary (International Cooperation & Gas Projects), Ministry of Petroleum & Natural Gas. He is Nominee Director of MoPNG. He retires by rotation and his reappointment is in line with all statutory requirements.


Authorization to the Board of Directors to fix the remuneration of the Joint Statutory Auditors

GS Mathur & Co and OP Bagla & Co are appointed as the joint statutory auditors for FY17 by the Comptroller & Auditor General of India (C&AG). As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 9. 0 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.


Approval for appointment of Shri Sanjay Kumar Srivastava as Independent Director, not liable to retire by rotation

Sanjay Kumar Srivastava (DIN-02163658) is a retired civil servant (IAS officer). His appointment is in line with all statutory requirements.


Approval for appointment of Shri Anupam Kulshrestha as Independent Director, not liable to retire by rotation

Anupam Kulshrestha (DIN-07352288) retired as Dy. Comptroller and Auditor General of India in 2012. His appointment is in line with all statutory requirements.


Approval for appointment of Shri Sanjay Tandon as Independent Director, not liable to retire by rotation

Sanjay Tandon (DIN-00484699) is a Chartered Accountant. His appointment is in line with all statutory requirements.


Approval for ratification of remuneration of the Cost Auditors for Financial Year 2015- 16 and authorization to the Board of Directors to fix the remuneration for Financial Year 2016-17.

GAIL proposes to ratify remuneration of Rs. 2. 1 mn to its cost auditors for FY16 and authorize the board to fix the remuneration of cost auditors for FY17. The FY16 remuneration is reasonable compared to the size and scale of operations. The company has not disclosed the remuneration proposed in FY17. We expect the FY17 remuneration to be at same level.


Approval for Material Related Party Transactions with Petronet LNG Limited

GAIL holds 12. 5% in Petronet LNG Ltd (Petronet LNG). GAIL procures LNG cargoes and re-gasified Liquefied Natural Gas from Petronet LNG. GAIL also uses regasification facilities of Petronet LNG (located at Dahej, Gujarat and Kochi, Kerala). The value of these transaction in FY16 aggregated to Rs. 112 bn. These transactions can increase upto Rs. 181. 6 bn in FY17, and exceed 10% of the consolidated turnover of the company. The transactions are in ordinary course of business and at arm’s length.


The Company’s debt programs are rated CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety with regard to timely servicing of financial obligations. The issuance will be within the overall borrowing limit of the Company and used to finance capital expenditure. As at 31 March 2016, the company had a networth of Rs. 303. 1 bn and borrowings were Rs. 81. 2 bn. The Company has significant headroom (Rs. 221. 9 bn) to raise debt capital. The proposed borrowings will raise Rs. 25 bn.


GRASIM INDUSTRIES LIMITED

(a) Adoption of the Audited Financial Statements of the Company for the financial year ended 31st March, 2016, together with the Reports of the Board of Directors and Auditors thereon; and (b) Adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2016, together with the Report of the Auditors thereon



Declaration of Dividend on Equity Shares for the financial year ended 31st March, 2016

Grasim Industries Limited (Grasim) has proposed a final dividend of Rs. 22. 5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 2. 2 bn. The dividend payout ratio for FY16 is 23. 2%.



Appointment of Director in place of Mr. Shailendra K. Jain (DIN: 00022454), who retires by rotation and, being eligible, offers himself for re-appointment

Shailendra Jain is the former Senior President of Aditya Birla Nuvo Limited. He retires by rotation, and his reappointment is in line with the statutory requirements.



Appointment of Director in place of Mrs. Rajashree Birla (DIN: 00022995), who retires by rotation and, being eligible, offers herself for re-appointment

Part of promoter group and should have a better track record of attending board meeting. Will review it next year.



Re-appointment of M/s. G.P. Kapadia & Co., Chartered Accountants (Registration No. 104768W), the retiring Joint Statutory Auditors of the Company and to fix their remuneration

We will initiate a dialogue with company to request the company to comply with spirit of companies act with respect to rotation of auditor.



Appointment of M/s. BSR & Co. LLP, Chartered Accountants, (Registration No.101248W/W-100022), as the Joint Statutory Auditors of the Company and to fix their remuneration

B S R & Co LLP replace Deloitte Haskins & Sells LLP as joint statutory auditors. Their appointment is in line with our Voting Policy on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.



Appointment of Mr. K. K. Maheshwari (DIN: 00017572) as a Director (Non- Executive) of the Company

K. K. Maheshwari ceased to be the Managing Director of Grasim and has been appointed as the Managing Director of UltraTech Cement Limited from 1 April 2016. He is being appointed as Non-Executive Non-Independent Director of Grasim from 1 April 2016. He is liable to retire by rotation and his appointment is in line with all statutory requirements.



Appointment of Mr. Arun Kannan Thiagarajan (DIN: 00292757) as an Independent Director of the Company

Arun Kannan Thiagarajan is the Chairperson of Westrup A/S, manufacturer of machinery and equipment for the global seed and grain conditioning and processing industry. His appointment is in line with all statutory requirements.



Appointment of Mr. Dilip Gaur (DIN: 02071393) as a Director of the Company

Dilip Gaur is being appointed as Managing Director. Before joining Grasim, he was Deputy Managing Director and Chief Manufacturing Officer of UltraTech Cement Limited. His appointment is in line with all statutory requirements.



Shareholder


Management

recommendation


)

























Appointment and remuneration of Mr. Dilip Gaur (DIN: 02071393) as Managing Director of the Company

The company seeks approval of shareholders for appointing Dilip Gaur as Managing Director for 5 years from 1 April 2016 and fix his remuneration at ~Rs. 58. 2 mn (excluding ESOPs). The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers. The company has not provided any details regarding the ESOPs that will be granted to him. He was paid Rs. 39. 7 mn by UltraTech Cement Limited for FY16.



Payment of commission to the Non-Executive Directors of the Company

The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount not exceeding 1% of the net profits. Companies should set a cap in absolute terms on the commission that will be paid to the non-executive directors.



Issuance of Non-Convertible Debentures on private placement basis

The company has stated that it will issue NCDs to augment long-term resources for financing to meet the liabilities of erstwhile Aditya Birla Chemicals (India) Limited, which was merged with the company during the FY16, capital expenditure, prepayment of high cost debts and general corporate purposes. Grasim’s bank facilities are rated CRISIL AAA (Placed on 'Rating Watch with Developing Implications') / CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations.



Ratification of remuneration of Cost Auditor M/s. D.C. Dave & Co., Cost Accountants (Registration No.: 000611) for the financial year ending 31st March, 2017




Sub-division of Equity Shares of the Company

Grasim seeks shareholders’ approval to sub-divide the nominal value of equity share capital from Rs. 10 to Rs. 2 per share. The company’s shares are listed on BSE. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market. The company will make appropriate adjustments to the ESOP schemes and GDRs consequent to the sub-division of equity shares.



Alteration of Capital Clause of Memorandum of Association of the Company

The board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the sub-division of equity share capital.



Alteration of Articles of Association of the Company

The board has proposed to make appropriate alterations in the Articles of Association of the company to reflect the sub-division of equity share capital.


HERO MOTOCORP LTD

To receive, consider and adopt the audited financial statements (including consolidated financial statements) of the Company for the financial year ended March 31, 2016 together with the reports of the Directors’ and Auditors’ thereon.


HERO MOTOCORP LTD

To confirm payment of Interim dividend of ` 40/- per equity share and to declare a final dividend of ` 32/- per equity share for the financial year ended March 31, 2016.

The total dividend outflow including dividend tax for the year is Rs. 17. 3 bn. The dividend payout ratio for the year is ~55%. The payout ratio has been over 50% over the past three years.


HERO MOTOCORP LTD

To re-appoint Mr. Suman Kant Munjal (DIN 00002803), Director retiring by rotation

Suman Kant Munjal, 64, is part of the promoter family and is the Managing Director, Rockwell Industries Limited. He retires by rotation and his re-appointment is in line with statutory requirements.


HERO MOTOCORP LTD

To ratify the Appointment of Statutory Auditors of the Company and to fix their remuneration

Reputed auditors though we believe management should rotate auditors in spirit of the companies act.


HERO MOTOCORP LTD

Appointment of Mr. Paul Bradford Edgerley (DIN: 02213279) as an Independent Director of the Company.

Paul Edgerley, 61, is the Former MD of Bain Capital. He was on the board of the company as a Non-Executive Non-Independent director for the past five years. The company proposes to appoint him as an Independent Director and his appointment is in line with statutory requirements. He has attended only 67% of the board meetings held in FY16. Since his three-year attendance is over 75%, we support his re-appointment; we believe directors must take their responsibilities seriously and attend all board meetings.


HERO MOTOCORP LTD

Re-appointment of Mr. Pawan Munjal (DIN: 00004223) as the Chairman, Managing Director & CEO of the Company and approval of remuneration and other terms and conditions of his appointment.

Pawan Munjal, 62, is part of the promoter family and is the Chairperson and MD of Hero MotoCorp Limited. His term as CMD expires on 30 September 2016. The company proposes to re-appoint him as Chairperson, MD and CEO for five years with effect from 1 October 2016 and fix his remuneration. Pawan Munjal’s past remuneration has been aligned to company performance. Further, while his estimated FY17 remuneration of ~Rs. 672. 2 mn is higher than peers, a large portion of it (>75% over the past five years) is variable and directly linked to company profits. As a good governance practice, we expect companies to cap the absolute commission payable to directors.


HERO MOTOCORP LTD

Appointment of Mr. Vikram Sitaram Kasbekar, (DIN: 00985182) Head of Operations & Supply Chain of the Company as a whole time Director and approval of remuneration and other terms and conditions of his appointment.

Vikram Kasbekar, 62, has been the Head of Operations and Supply Chain for Hero MotoCorp for the past 14 years. The company proposes to appoint Vikram Kasbekar as Executive Director with effect from 8 August 2016 and fix his remuneration. Vikram Kasbekar is a professional and his maximum estimated FY17 remuneration of Rs. 109. 1 mn excluding stock options is commensurate with the size and complexity of the company. Further, it is in line with peers in the industry.


HERO MOTOCORP LTD

Ratification of remuneration of Cost Auditors for FY 2015-16 and 2016-17.



IRB INFRASTRUCTURE DEVELOPERS

Consider and adopt Audited Financial Statement, Reports of the Board of Directors and Auditors



To approve two interim dividends aggregating ` 4/- per equity share already paid during financial year 2015-16.

The company seeks to confirm two interim dividends of Rs. 2 each paid during FY16. The total dividend outgo on account of dividend payment (including dividend tax) is Rs. 1,405. 8 mn. The dividend payout ratio is 43. 3%.



Re-appointment of Mr. Mukeshlal Gupta who retires by rotation

Mukeshlal Gupta (DIN 02121698) is the Wholetime Director. He retires by rotation and his reappointment is in line with all statutory requirements. Mukeshlal Gupta has attended only 67% of the board meetings held in FY16 and 81% of the board meetings held in the past three years: we expect directors to take their responsibilities seriously and attend all board meetings.



Appointment of Auditors and fixing their remuneration

SR Batliboi & Co have been the company’s statutory auditors for the past 10 years. The company appointed Gokhale & Sathe as joint statutory auditor in 2015 AGM to take charge as statutory auditors for four years after SR Batliboi & Co will not be eligible for reappointment. Appointment of joint statutory auditors ensures smooth transition of the company’s financial statements to new auditor.



Appointment of Mr. Sunil Tandon as an Independent Director

Sunil Tandon (DIN: 00874257) is a former IAS officer. He was appointed as an Independent Director in 2015 AGM for a year. The company proposes to reappoint him for three years with effect from 29 May 2016. Sunil Tandon has attended only 67% of the board meetings held in FY16: we expect directors to take their responsibilities seriously and attend all board meetings.



Revision in remuneration of Mr. Virendra D. Mhaiskar as a Managing Director

Compensation for executives is the sole prerogative of the board of directors and as outside investors, we would rely on the board members to ensure that the compensation is commensurate with the profitability as well as in comparison with peers.



Appointment of Mrs. Deepali V. Mhaiskar as a Whole Time Director

Compensation for executives is the sole prerogative of the board of directors and as outside investors, we would rely on the board members to ensure that the compensation is commensurate with the profitability as well as in comparison with peers.



Shareholder


Management

recommendation


)







24/Sep/16 Postal Ballot Management For FOR The merger will help Max become the largest private sector insurance company.


















Ratification of remuneration payable to Mrs. Neha Shashikant Apte, Cost Accountants (FRN: 102229) Cost Auditors of the Company fo the financial year ended on March 31, 2016

The remuneration of Rs. 100,000 is reasonable compared to the size and scale of operations.



Increase in Borrowing power under Section 180(1)(c) of the Companies Act, 2013

As at 30 June 2016, the company was prequalified to bid for Rs. 166 bn worth of projects. Based on a favourable outcome of the bidding process, it is required to create and promote separate Special Purpose Vehicles (SPVs), enter into Joint Ventures (JVs) or incorporate subsidiary companies to execute each of the projects awarded to it by various authorities. Subsequently, IRB needs to support these SPVs by infusing some of its own assets in the form of equity, loans and corporate guarantees into these SPVs. In the past three years the company’s consolidated debt to EBIDTA has ranged between 5. 4x and 5. 8x and debt to EBIDTA has ranged between 2. 9x and 3. 1x times. The company has been judicious in raising debt in the past. IRB’s debt programmes are rated IND A-/Stable/IND A1, which indicates adequate degree of safety regarding timely servicing of financial obligations.


SUN TV NETWORK LIMITED

Adoption of Audited Financial Statements of the Company for the Financial Year ended March 31, 2016 together with the Report of the Board of Directors and Auditors thereon.



Confirmation of Interim Dividend already paid, as final dividend for the financial year ended March 31, 2016

Sun TV paid three interim dividends of Rs. 6. 0 per share, Rs. 2. 0 per share and Rs. 7. 5 per share (FV Rs. 5). This aggregates to a total dividend of Rs. 15. 5 per share. Total dividend including the dividend distribution tax for the year is Rs. 7. 3 bn. Payout ratio for FY16 is 83. 29% for FY16 (85. 5% in FY15).



To appoint a Director in place of Mrs. Kavery Kalanithi (DIN: 00113905) who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Kavery Kalanithi is part of the promoter group. She attended 71% of the board meetings in 2016 and 80% of the board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all meetings: we support director reappointments only if the director has attended at least 75% of the board meetings held over the previous three-year period.



Ratification of Appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of the Company.

Reputed auditors but management should rotate auditors in spirit of the companies act.


MAX FINANCIAL SERVICES LTD

Approval for payment of a sum of Rs. 850 crore to the members of Promoter Group of the Company by HDFC Standard Life Insurance Company Limited on account of non-compete and non-solicit obligations being created pursuant to proposed Composite Scheme of Amalgamation and Arrangement amongst the Company, Max Life Insurance Company Limited, HDFC Standard Life Insurance Company Limited and Max India Limited and their respective shareholders and creditors.


VRL LOGISTICS LIMITED

Adoption of Audited Annual Accounts for the FY 2015-16



Confirm interim dividend as the final dividend for FY 2015-16

VRL Logistics Limited (VRL) has paid an interim dividend of Rs. 5. 0 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 549 mn. The dividend payout ratio for FY16 is 53. 7%.



Appointment of Mr. S R Prabhu, who retires by rotation, being eligible, offers himself for reappointment.

Dr. Raghottam Akamanchi was on the Board of Management of the Karnataka State Open University during 2009-2011. He is the President of Seva Bharati Trust, Hubballi, an NGO. He retires by rotation and his reappointment is in line with all statutory requirements.



Appointment of Mr. Raghottam Akamanchi, who retires by rotation, being eligible, offers himself for reappointment.

S R Prabhu has been recognized as an ‘Approved Valuer’ by the Institution of Valuers in 2004. He is a member of the Institution of Engineers (India). He retires by rotation and his reappointment is in line with all statutory requirements.



To ratify the appointment of Walker & Chandiok & Co LLP, Mumbai as statutory auditors of the Company

Walker Chandiok & Co LLP was reappointed for a period of 5 years in the company’s FY15 AGM. They have been the statutory auditors of the company for the past 8 years. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Walker Chandiok & Co LLP is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.



To consider, approve and ratify the remuneration payable to M/s. S K Tikare & Co, Cost Accountants for FY 2016-17



APL APOLLO TUBES LTD

Adoption of Audited Financial Statement including Consolidated Financial Statement of the Company for the year ended on 31st March, 2016 and Reports of the Board and Auditors thereon.



Declaration of dividend on Equity Shares of the company for the financial year 2015-16



Re-appoinment of Mr. Vinay Gupta (DIN: 00005149) as a Director.



Ratification of M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N), as Statutory Auditors of the Company and fixation of their remuneration



Approval for appointment of Mr. Romi Sehgal (DIN: 03320454 ) as Director of the Company.



Ratification of remuneration payable to Cost Auditors M/s. R J Goel & Co., Cost Accountants for conducting the cost audit of the company for the financial year 2016-17



Approval for the revised remuneration payable to Mr. Sanjay Gupta, Chairman of the company (under whole time director category)


GREAVES COTTON LIMITED

Adoption of : a. the audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2016, the Reports of Directors and Auditors thereon, and b. the audited Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended 31st March, 2016 and the Report of Auditors thereon.



Declaration of a Final Dividend on Equity Shares

The total dividend per share has increased from Rs. 2. 5 in FY15 to Rs. 5. 5 in FY16. Due to a sharper increase in net profits, the dividend payout ratio has declined from 89. 1% in FY15 to 81. 7% in FY16.



Shareholder


Management

recommendation


)



26/Sep/16 AGM Management Re-appointment of Branch Auditors For FOR













26/Sep/16 AGM Management Declaration of final dividend. For FOR






26/Sep/16 AGM Management Declaration of Dividend on equity shares. For FOR



Appointment of a Director in place of the one retiring by rotation

Karan Thapar is part of the promoter group and the Non-Executive Chairperson of the company. He retires by rotation and his reappointment is in line with the statutory requirements.



Ratification of the appointment of Statutory Auditors

Deloitte Haskins & Sells were appointed as statutory auditors in the previous AGM for a period of five years. The company’s accounts were previously audited by Walker, Chandiok & Co. For a period of five years. The ratification of Deloitte Haskins & Sells’ appointment as statutory auditors is in line with our Voting Policy on Auditor Appointment and also with the requirements of Section 139 of the Companies Act 2013.



The company has a branch in Cheshire, London (U. K. ). As per Companies Act 2013, companies require shareholder approval to audit foreign branch accounts. The reappointment of the branch auditor is in line with the statutory requirements.



Appointment of Mr. Kewal Handa as an Independent Director

Kewal Handa (DIN:00056826),64, served for over 22 years in Pfizer and was also MD, Pfizer India Ltd for seven years, before retiring in 2012. He is currently director in Mukta Arts Ltd. And Clariant Chemicals(India) Ltd. His appointment meets all statutory requirements.



Re-appointment of Mr. Vijay Rai as an Independent Director

Mr Vijay Rai has wide experience in agrochemical business and being a industry professional, the company would benefit from, his directorship.



Change in place of keeping Registers and Returns

The register and index of members and returns of the company are maintained at the office of the company’s Registrars & Share Transfer Agents (RTA), Sharepro Services (India) Private Limited. The company has decided to change its RTA due to the SEBI order against Sharepro. Through this resolution, the company seeks to keep the register and index of members and annual returns at the office of the new RTA of the company, Karvy Computershare Private Limited, 24 B, Rajabahadur Mansion, Ground Floor, Ambalal Doshi Marg, Mumbai – 400 023.



Ratification of the remuneration of Cost Auditors

The board has approved the appointment of Dhananjay V. Joshi & Associates as cost auditors for FY17 for a total remuneration of Rs. 0. 7 mn (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is reasonable.


GUJARAT FLUOROCHEMICALS LTD

Adoption of the a. Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2016, the report of Auditors thereon and the report of the Board of Directors for the said year; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2016 and the report of the Auditors thereon.



Re-appointment of Director in place of Shri Pavan Jain, (DIN: 00030098) who retires by rotation and, being eligible, seeks re-appointment.

Mr Pavan Jain is part of the promoter group and we would initiate dialogue with company to improve his attendance record.



Ratification of appointment of Independent Auditors of the Companyand to authorize the Board of Directors of the Company to fix their remuneration.

Patankar & Associates have been auditing the company’s accounts for at least past 18 years. They were reappointed for two years in the previous AGM. As per Indian regulations, auditor appointments need to be ratified each year. We believe auditors must be rotated every ten years. The ratification of their reappointment is therefore not in line with our Voting Policy on Auditor (Re)Appointments nor the spirit of Section 139 of the Companies Act 2013.



Re-appointment of Shri Dinesh Kumar Sachdeva as Whole-time Director of the Company and payment of Remuneration to him.

Mr Dinesh Kumar Sachdeva is an employee of the company and we would initiate dialogue with company to improve his attendance record.



Re-appointment of Shri Anand Rambhau Bhusari as Whole-time Director of the Company and payment of Remuneration to him.

Anand Rambhau Bhusari (DIN: 07167198) was appointed as a Whole Time Director of the company in April 2015. He was paid Rs. 11. 5 mn in FY16 and as per his proposed terms, will be paid upto ~Rs. 13. 5 mn p. A, which is commensurate with the size and scale of operations. The remuneration is entirely fixed in nature, without any variable pay. The company must consider introducing an element of variably pay in his remuneration structure, which will help establish the linkage between pay and performance.



Ratification of approval of payment of Remuneration to the Cost Auditors.

The proposed remuneration of Rs. 0. 2 mn is reasonable, compared to the size and scale of operations.



Appointment of Shri Chandra Prakash Jain (DIN: 00011964) as an Independent Director of the Company for a term upto 31st March, 2019.

Chandra Prakash Jain (DIN: 00011964) is the former MD of NTPC. His appointment is in line with the statutory requirements.


SHEMAROO ENTERTAINMENT LIMITED

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2016 and the Directors and the Auditors’ Report thereon.



Shemaroo Entertainment Limited (Shemaroo) has proposed a final dividend of Rs. 1. 4 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 45. 8 mn. The dividend payout ratio for FY16 is 8. 3%.



Re-appointment of Mr. Hiren Gada (DIN: 01108194), who retires by rotation.

Hiren Gada is the promoter and CFO of the company. He retires by rotation, and his reappointment is in line with the statutory requirements.



Re-appointment of Statutory Auditors for a term of five years.

M. K. Dandeker & Co have been Shemaroo’s statutory auditors for 5 years. M. K. Dandeker & Co’s reappointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.



Re-appointment of Ms. Smita Maroo, holding office or place of profit for a period of five years.

Ms. Smita Maroo, 42, is the wife of Jai Maroo, promoter and Non – Executive Director. She holds a Masters in Management Information Systems from Nova Southeastern University (NSU), Florida and Masters in Management Studies with a major in Finance from Mumbai University. She has ~13 years of experience in the media and entertainment industry. She has been associated with the company since 2002 and heads the animation business. The remuneration payable to her will not exceed Rs. 7. 2 mn (including allowances, PF and perquisites). Although there is a significant increase in remuneration compared to FY16, it is reasonable in absolute terms.



Re-appointment of Ms. Kranti Gada, holding office or place of profit for a period of five years.

Ms. Kranti Gada, 35, is related to Hiren Gada, Executive Director and CFO of the company. She holds a Masters of Management Studies and Bachelors’ of Commerce from Mumbai University. Prior to joining Shemaroo, she has worked with Pepsico India Holdings Private Limited as Assistant Brand Manager - Kurkure. She has been associated with the company since 2006. Presently, she is involved with New Business Development Division of the company, focusing on developing new revenue streams. The remuneration payable to her will not exceed Rs. 7. 2 mn (including allowances, PF and perquisites). Although there is a significant increase in remuneration compared to FY16, it is reasonable in absolute terms.


SINTEX INDUSTRIES LTD

To Consider and adopt Audited Standalone financial statement, the Reports of the Board of Directors and the Auditors and Consolidated Financial Statements.



Sintex Industries Limited (Sintex) has proposed a final dividend of Rs. 0. 7 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 393. 2 mn. The dividend payout ratio for FY16 is low at 7. 2%.



Shareholder


Management

recommendation


)






26/Sep/16 AGM Management For FOR The proposed NCDs will be issued within the overall borrowing limits.





27/Sep/16 AGM Management Adoption of Financial Statements. For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.







27/Sep/16 AGM Management For ABSTAIN As per IIAS auditors will be needed to rotated from next year.





Re-Appointment of Mr. Dinesh B. Patel, liable to retire by rotation and being eligible, offers himself for reappointment

Dinesh B. Patel, 82, is the Promoter Chairman. He retires by rotation and his reappointment is in line with all statutory requirements.



Re-Appointment of Mr. Rahul A. Patel, liable to retire by rotation and being eligible, offers himself for reappointment

Rahul A. Patel, 56, is the Managing Director. He retires by rotation and his reappointment is in line with all statutory requirements.



Ratification of Appointment of Statutory Auditors of the Company.

Shah & Shah Associates was appointed for a period of 3 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor (re)appointments must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointments and follows the spirit of Section 139 of the Companies Act, 2013.



Enhancement of borrowing limits from `8,000 Crores to `9,000 Crores

Such decisions are best left to the Board of directors, as they are the competent and fiduciary authority to guide the management.



Creation of charge on Company’s properties / assets

The resolution enables the company to raise secured debt. Secured loans typically have easier repayment terms, less restrictive covenants and marginally lower interest rates.



Issue of Unsecured / Secured Redeemable Non-Convertible Debentures / Bonds by way of private placement.



Approval for availing of the Financial Assistance having an option available to the Lenders for conversion of such Financial Assistance into Equity Shares of the Company upon occurrence of certain events

The company seeks to provide an option to lenders for conversion of outstanding debt (and any debt taken in the future) into fully paid up equity shares of the company. This follows new guidelines under CDR schemes and SDR schemes that require loan documents to carry such a clause. If the outstanding standalone debt is converted to equity at current market prices, the company would have to issue 609. 9 mn equity shares - which is ~1. 4x times the current outstanding shares of the company. The conversion help lenders safeguard their interests in case of default by the company. These clauses are incorporated to enable CDR or SDR schemes that the lenders might choose to invoke, in case of default. While the dilution could be high if all loans are converted to equity, such a provision will help strengthen the company’s financial position in the long run.



Approval To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2017.

The company is proposing to pay Rs. 0. 3 mn each (Rs. 0. 6 mn aggregate) to Kiran J. Mehta & Co and V. H. Shah to conduct the audit of the cost records of textile and plastic division of the company respectively. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the company’s operations.



Consider and determine the fees for delivery of any document through a particular mode of delivery to a member.

As per the Companies Act, a company cannot charge a shareholder for dispatch of documents if the shareholder has not requested the same to be sent through a particular mode. The company may charge a fee to shareholders for delivery of documents if the shareholder has requested a particular mode of dispatch. This fee must be determined at the AGM. The company seeks approval to charge Rs. 250 per document and expenses related to servicing and delivery of documents requested by shareholders. We do not encourage companies to charge for documents requested via a particular format.



Consider and decide place of maintaining and keeping Register of Members & others at place other than the Registered Office of the Company.

The company’s register and copies of annual returns filed were maintained at the office of the company’s RTA, Sharepro Services (India) Private Limited (Sharepro). The company has decided to change its RTA due to the SEBI order against Sharepro. Through this resolution, the company seeks to keep the company’s register and copies of annual returns filed at the office of the new RTA, Link Intime India Private Limited at C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai – 400078 or 303, 3rd Floor, Shoppers Plaza-V, Opp. Municipal Market, Off C. G. Road, Navrangpura, Ahmedabad - 380 009 or other place in India, as permissible under the relevant provisions and/or in addition to the registers or copy of returns kept at the registered office of the company.


HCL TECHNOLOGIES LIMITED



Re-appointment of Ms. Roshni Nadar Malhotra as Director.

Roshni Nadar Malhotra is the CEO and Executive Director of HCL Corporation Private Limited and Trustee of Shiv Nadar Foundation. She retires by rotation and her reappointment is in line with all statutory requirements. She has attended 75% of the board meetings held in FY16. We expect directors to take their responsibilities seriously and attend all meetings.



Ratification of the appointment of Statutory Auditiors.

S. R. Batliboi & Co LLP have been the statutory auditors of the company for the past 7 years. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.



Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company.

Ms. Nishi Vasudeva was the former Chairperson and Managing Director of Hindustan Petroleum Corporation Limited. Her appointment is in line with the statutory requirements.


MAHARASHTRA SEAMLESS LIMITED

To consider and adopt: a. the Audited Financial Statements of the Company for the financial year ended 31st March, 2016 together with the Reports of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2016 together with the Report of Auditors thereon;



Maharashtra Seamless Limited (MSL) has proposed a final dividend of Rs. 2. 5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 0. 2 bn. The dividend payout ratio for FY16 is 51. 5%.



Re-appointment of Shri S. P. Raj who retires by rotation.

S. P. Raj is a Whole-time Director. He retires by rotation, and his reappointment is in line with the statutory requirements.



Appointment of Auditors and fixing their remuneration.



Approval of related party transaction(s) with Star Drilling Pte. Ltd. Singapore.

Both transactions are at arm’s length and in the ordinary course of business. MSL seeks to provide additional security by creating pledge upto USD 25 mn (Rs. 1. 6 bn) on mutual fund investments made by MSL in favour of Axis Bank to secure a USD 150 mn loan availed by SDPL. The extent of the pledge (16%) is less than MSL’s 25% share of equity in SDPL. The other transaction is related to sale of pipes upto Rs. 46. 7 mn. We expect companies to disclose the period for which approval is being sought.



Approval of the Remuneration of the Cost Auditors M/s R. J. Goel & Co., Cost Accountants.

The board had approved the appointment of R. J. Goel & Co as cost auditors for FY16 on a total remuneration of Rs. 0. 13 mn plus reimbursement of actual expenses. The total remuneration paid to the cost auditors in FY16 is reasonable compared to the size and scale of operations of the company.



Shareholder


Management

recommendation


)

















27/Sep/16 AGM Management To declare a dividend on equity shares For FOR



27/Sep/16 AGM Management For ABSTAIN Part of promoter group.





To receive, consider and adopt the Financial Statements of the Company for the year ended March 31, 2016 including audited Balance Sheet as at March 31, 2016 and the Statement of Profit & Loss and Cash Flow Statement for the year ended as at that date and the Reports of the Board of Directors and Auditors thereon.



To receive, consider and adopt the Consolidated Financial Statements of the Company and its subsidiary for the year ended March 31, 2016 and the Reports of the Auditors thereon.



To declare final dividend and confirm the interim dividend of Rs. 1.80/- per equity share, already paid for the year ended March 31, 2016.

The total dividend per share has decreased from Rs. 5. 0 in FY15 to Rs. 3. 6 in FY16. Due to a sharper decline in net profits, the dividend payout ratio has increased from 34. 1% in FY15 to 83. 5% in FY16.



To appoint a Director in place of Mr. Ashwani Windlass (holding DIN:00042686), who retires by rotation and being eligible offers himself for re-appointment.

Ashwani Windlass is the Former Vice Chairperson of Max Ventures and a non-executive director on the board. He retires by rotation and his reappointment is in line with all statutory requirements.



To appoint a Director in place of Mr. Sanjeev Kishen Mehra (holding DIN:02195545), who retires by rotation and being eligible offers himself for re-appointment.

Sanjeev Mehra is MD and Vice Chairperson-Global PE Investing in Goldman Sachs & Co. And its nominee on the board of the company. He (together with his alternate director, Vishal Bakshi) attended 67% board meetings in FY15 and attended 15 of the 20 board meetings (75%) over a three-year period. We expect the directors to take their responsibilities seriously and attend all meetings.



To consider and ratify the appointment of M/s Deloitte Haskins & Sells, LLP, Chartered Accountants, as the Statutory Auditors and to fix their remuneration.

Deloitte Haskins & Sells were appointed as statutory auditors in the previous AGM for a period of five years. The ratification of Deloitte Haskins & Sells’ appointment as statutory auditors is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.



To consider and appoint Mrs. Naina Lal Kidwai (holding DIN: 00017806) as an Independent Director of the Company.

Ms. Naina Lal Kidwai (DIN: 00017806), 59, is a Padmi Shri awardee and was the former ED of HSBC-Asia Pacific. Her appointment meets all statutory requirements.



To consider and appoint Mr. Sanjay Omprakash Nayar (holding DIN: 00002615) as a Director of the Company.

Sanjay Nayar (DIN: 00002615), 55, is the CEO of KKR, India and its nominee on the board of the company. His appointment meets all statutory requirements.



To consider and approve appointment of Mr. Mohit Talwar (holding DIN: 02394694) as Managing Director of the Company for a period of five years effective January 15, 2016 and remuneration payable to Mr. Talwar for the initial period of three years, i.e. from January 15, 2016 until January 14, 2019.

Together with the remuneration he will draw from Max India, Mohit Talwar’s aggregate remuneration will be a maximum of Rs. 174mn (including ESOPs). While this is higher than peers, it is being set as maximum remuneration. We believe the board will remain judicious in deciding his annual remuneration. Further, Mohit Talwar is a professional whose skills carry a market value.



To consider and approve entering into Trademark Sub-License Agreement and / or other ancillary agreements and documents as may be required, with Max Life Insurance Company Limited for allowing usage of trademarks.

The company proposes to execute a Trademark sub-license agreement with Max Life (subsidiary) for sub-license of “Max Trademarks” and life insurance related marks to Max Life. There will not be any consideration exchanged. The transaction is being entered into to comply with the IRDA regulations, for continued usage of trademarks by Max Life.


NAVKAR CORPORATION LIMITED

Adoption of Audited Consolidated Financial Statement for the Financial Year ended March 31, 2016 and the Report of the Auditors thereon.



Adoption of Audited Standalone Financial Statement for the Financial Year ended March 31, 2016 and the Reports of the Board of Directors and Auditors thereon.



Re-appointment of Mr. Shantilal Jayavantraj Mehta who retires by rotation.

Shantilal Mehta is the Chairperson and Managing Director of Navkar Corporation Limited (Navkar). He retires by rotation, and his reappointment is in line with the statutory requirements.



Ratification of appointment of Auditors and fixing their remuneration.

S. K. Patodia & Associates was appointed for a period of 5 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of S. K. Patodia & Associates is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.



Appointment of Mr. Nemichand Jayavantraj Mehta as Whole-time Director.

Nemichand Mehta, 53, is a promoter and former CEO of the company. He is Director of Navkar Terminals Limited. He is responsible for the marketing and public relations activities of the CFS operations of the company. He is liable to retire by rotation and his appointment is in line with all statutory requirements. The company seeks approval of shareholders for appointing him as Whole-time Director for five years from 1 September 2016 and fix his remuneration at ~Rs. 7. 3 mn (maximum upto Rs. 10. 9 mn). The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers. As a good practice, companies must provide a cap (in absolute amounts) on the annual performance bonus/ incentive payable to executive directors.



To consider and adopt: a) the audited financial statement of the Company for the financial year ended March 31, 2016 and the reports of the Board of Directors and Auditors thereon, and b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2016 and the report of the Auditors thereon



The company (RCap / RCL) proposes a dividend of Rs 10. 0 per share compared to Rs. 9. 0 per share last year with improving margins. Consequently, the dividend payout ratio stood at ~28. 0% (standalone basis).



To appoint a Director in place of Shri Soumen Ghosh (DIN 01262099), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment

Soumen Ghosh is the Group CEO of Reliance Capital (RCap / RCL). He was appointed on the board on 29 May 2015. His reappointment is in line with all statutory requirements.



To appoint Auditors M/s. B S R & Co. LLP, & M/s. Pathak H.D. & Associates and to fix their remuneration

B S R & Co. LLP have been the Company’s auditors for the past 10 years (since FY07). Pathak H D & Associates will replace them as statutory auditors next year. However, they are being appointed as joint auditors for one year and statutory auditors for the remaining four years of their term. These (re)appointments will support a smooth transition of the auditors’ responsibilities.



Appointment of Shri Jai Anmol Ambani as Executive Director



Private placement of Non-Convertible Debentures and / or other Debt Securities

Although the quantum of debt to be raised has not been disclosed, the NCDs will be within the overall borrowing limit of the company. Reliance Capital Short Term Instruments are rated CRISIL A1+: these ratings denote high degree of safety with respect to timely servicing of financial obligations. These instruments carry very low credit risk.



Issue of Securities to the Qualified Institutional Buyers

The proposed issue of QIP Securities may be made in one or more tranches such that the aggregate amount raised would not lead to a dilution of more than 15%. While we recognize that this is an enabling resolution, the company should have disclosed the quantum of securities to be issued and a well-defined objective for the issuance.



Shareholder


Management

recommendation


)









27/Sep/16 RSWM LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

27/Sep/16 RSWM LIMITED AGM Management For FOR




27/Sep/16 RSWM LIMITED AGM Management For ABSTAIN



27/Sep/16 RSWM LIMITED AGM Management For ABSTAIN Mr Riju Jhunjhunwala has been part of management team for several years.






RELIANCE POWER LIMITED




To confirm the interim dividend of Re. 1/- per equity share already paid as final dividend for the financial ended March 31 2016

The company paid interim dividend of Re. 1 per equity share. The total cash outgo on account of dividend is Rs. 2,806. 2 mn (Nil in previous year). The dividend payout ratio is 69. 7%.



To appoint a Director in place of Dr. V K Chaturvedi (DIN 01802454), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment

Dr. VK Chaturvedi (DIN: 01802454) is the former Chairperson and Managing Director of Nuclear Power Corporation of India. He retired by rotation and his reappointment is in line with the statutory requirements.



To appoint Auditors M/s. Price Waterhouse, CA and to fix their remuneration

Price Waterhouse was appointed as the joint statutory auditor in 2008. Their reappointment is in line with the statutory requirements.



To appoint Auditors M/s. Pathak H.D. & Associates and to fix their remuneration

Pathak HD & Associates are proposed to be appointed as statutory auditors for five years: they replace Chaturvedi & Shah as statutory auditors. Their appointment is in line with the statutory requirements.



Appointment of Dr. Yogendra Narain as an Independent Director

Dr. Yogendra Narain (DIN: 01871111) is the former Secretary General of Rajya Sabha. His reappointment is in line with the statutory requirements.




The proposed NCD issue will be within the overall borrowing limit, which is three times the aggregate of paid-up capital and free reserves. The company’s outstanding ratings are ICRA A-(Negative)/ICRA A1, which denote adequate degree of safety regarding timely servicing of financial obligations. As a measure of transparency, the company must disclose the quantum of NCDs it proposes to raise.



Payment of Remuneration to Cost Auditors for the financial year ending March 31, 2017

The remuneration of Rs. 15,000 proposed to paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.


To receive, consider and adopt the Audited Financial Statements(including Audited Consolidated Financial Statements) and the Report of Directors and Auditors thereon.


To declare the Dividend on 12% Optionally Convertible Redeemable Preference Shares for the financial year ended 31st March, 2016.

The company issued 13. 7mn, 12% OCRPS in FY16 to erstwhile equity shareholders of Cheslind Textiles Ltd. (CTL) pursuant to the scheme of merger of CTL into RSWM Ltd. The outflow on account of dividend (inclusive of dividend taxes) for these 12% OCRPS is Rs. 12. 4mn for FY16.


To declare the Dividend on Equity Shares for the financial year ended 31st March, 2016.

The dividend per share has increased from Rs. 10 in FY15 to Rs. 12. 5. The dividend payout ratio has marginally increased from 32. 7% in FY15 to 32. 9% in FY16.


To appoint a Director in place of Shri J.C. Laddha (DIN: 00118527) who retires by rotation and, being eligible, offers himself for reappointment.

J. C. Laddha was an executive director in the company till March 2013. He has been on the board of the company for 26 years. He retires by rotation and his reappointment is in line with all statutory requirements.


To appoint a Director in place of Shri Riju Jhunjhunwala (DIN : 00061060) who retires by rotation and being eligible, offers himself for reappointment.

Riju Jhunjhunwala is the son of Ravi Jhunjhunwala (promoter). He was appointed as the joint managing director of the company in May 2013. He retires by rotation and his reappointment is in line with all statutory requirements.


Re-appointment of M/s. S. Bhargva Associates, Chartered Accountants (Firm Registration No. 003191C) Chartered Accountant as Joint Statutory Auditor and to fix their remuneration.

As per the new SEBI regulations, from next Financial Year the company will be required to change auditor.


To ratify the appointment of M/s S. S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No. 000756N) as the Joint Statutory Auditor and to fix their remuneration.

S. S. Kothari Mehta & Co. Were appointed as joint statutory auditors in FY14 AGM for a period of five years. The ratification of their appointment as joint statutory auditors is in line with our Voting Policy on Auditor Appointment and also with the requirements of Section 139 of the Companies Act 2013.


Appointment of Shri Deepak Jain (DIN :00004972), as Independent Director for first term of 5 (five) consecutive years upto 10th May, 2021.

Deepak Jain (DIN:00004972),41, has been associated with Lumax Group for last 20 years and is currently the Managing Director of Lumax Industries Ltd. His appointment meets all statutory requirements.


Re-appointment of Shri Riju Jhunjhunwala, (DIN : 00061060) as Managing Director of the Company for a period of five years w.e.f. 1st May, 2016.


Increase in remuneration of Shri Prakash Maheshwari (DIN:02388988) as Executive Director of the Company.

Prakash Maheshwari has been associated with the company for the past 33 years and was appointed as an executive director w. E. F. 1 April 2014. The company proposes to enhance his commission from upto 0. 40% of net profits to 0. 50%. His revised remuneration of Rs. 17. 9mn is in line with peers and commensurate the overall performance of the company, scale of its operations. However, we observe that the commission is left to the discretion of the board, which makes the overall pay structure open-ended. As the company grows in size, it must consider setting a cap on commission in absolute amounts.


Special Resolution under Section 180(1)(a) for creation of mortgage(s) and charges in addition to the existing mortgages, charges and hypothecations created on the assets of the Company in favour of: Ÿ Oriental Bank of Commerce (Oriental Bank) in connection with Term Loan of ` 39.00 crore. Ÿ Oriental Bank of Commerce (Oriental Bank) in connection with Term Loan of ` 31.20 crore.

The Company had approached OBC for financial assistances in the form of Rupee Term Loans of Rs. 390 mn for setting up of Denim sheet dying facility and Rs. 312 mn for technology upgradation and debottlenecking of existing processing. The company is required to secure assets as collateral / security against these loans. This is an operational requirement.


Special Resolution under Section 180 (1)(a) for the creation of Second Charge subject to the First Charge of the Term Lenders on all the immovable and movable properties of the Company to or in favour of :Ÿ The consortium Banks viz. State Bank of Bikaner & Jaipur, Punjab National Bank, State Bank of India, Bank of Baroda, Export-Import Bank o India, State Bank of Mysore, Union Bank of India, ICICI Bank Ltd. and HDFC Bank Limited for granting to the Company Working Capital Facilities to the extent of ` 968.50 crore.

The Company is availing working capital facilities from the consortium of banks upto Rs. 9. 7bn. The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans, which is beneficial for the company.


Approval of the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants (Firm Registration No. 000028) as Cost Auditor of the Company for the financial year ending 31st March, 2017.

The board has approved the appointment of N. D. Birla & Co. As cost auditors for FY17 for a total remuneration of Rs. 0. 6 mn (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is reasonable.



Shareholder


Management

recommendation


)








27/Sep/16 AGM Management To declare a dividend on equity shares For Abstain Due to administrative reasons, voting could not get casted





27/Sep/16 AGM Management Remuneration to the Cost Auditors For Abstain Due to administrative reasons, voting could not get casted

28/Sep/16 EGM Management For FOR

28/Sep/16 EGM Management For FOR

28/Sep/16 CIPLA LIMITED AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

28/Sep/16 CIPLA LIMITED AGM Management Declaration of Dividend on Equity Shares. For FOR

28/Sep/16 CIPLA LIMITED AGM Management For FOR


RELIANCE COMMUNICATIONS LIMITED




To appoint a Director in place of Smt. Manjari Kacker (DIN 06945359), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment



To appoint Auditors M/s. B S R & Co. LLP, & M/s. Pathak H.D. & Associates and to fix their remuneration



Private Placement of Non-Convertible Debentures and/ or other Debt Securities



Payment of remuneration to Cost Auditors for the financial year ending March 31, 2017.



Re-appointment of Shri Prakash Shenoy as the Manager of the Company








To appoint a Director in place of Dr. V K Chaturvedi (DIN 01802454), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment



To appoint Auditors M/s. Haribhakti & Co. LLP, & M/s. Pathak H.D. & Associates and to fix their remuneration



Appointment of Shri Shiv Prabhat as Non-Executive Director



Private placement of Non-Convertible Debentures and / or other Debt Securities




ALLAHABAD BANK LIMITED

To create, offer, issue and allot 42,30,226 (Forty two lac thirty thousand two hundred twenty six) equity shares to Government of India (President of India) aggregating upto Rs. 33.00 crore (Rupees thirty three crore only) and 1,64,26,392 (One crore sixty four lac twenty six thousand three hundred ninety two) equity shares to Life Insurance Corporation of India and/or its various schemes aggregating upto Rs. 128.15 crore (Rupees one hundred twenty eight crore fifteen lakh only) of face value of Rs. 10/- (Rupees ten only) each for cash at an Issue Price of Rs. 78.01 (Rupeesseventy eight and paise one only) per equity share including a premium of `68.01 (Rupees sixty eight and paise one only) per equity share on preferential basis

The bank proposes a preferential issue of equity shares aggregating up to Rs. 0. 33 bn to the GoI and Rs. 1. 28 bn to LIC. The issue price of Rs. 78. 01 is at 8. 9% discount to the current market price (Rs. 84. 9 closing price on 6 September 2016). The proposed infusion will bolster the Bank’s Capital Adequacy Ratio from its 30 June 2016 level of 10. 58% (Tier 1 capital of 8. 05%). The proposed allotment will result in a 2. 8% dilution on the expanded capital base for existing shareholders. GoI’s shareholding will fall to 65. 92% from 67. 21% and LIC’s shareholding will increase to 14. 17% from 12. 30%. The capital infusion is necessary to shore up the bank’s capital adequacy levels.


ALLAHABAD BANK LIMITED

To create, offer, issue and allot upto such number of equity shares of the face value of Rs. 10/-(Rupees ten only) each for cash at such Issue Price per equity share including premium as determined by the Board/Committee in accordance with Regulation 85(1) of SEBI (ICDR) Regulations, 2009 as amended and in compliance with other applicable Laws, Rules and Regulations, if any, aggregating upto Rs. 500.00 Crore (Rupees five hundred crore only) to Qualified Institutional Buyers on Qualified Institutions Placement (QIP) basis in such a manner that the Government of India (President of India) shall continue to hold not less than 52.00% of the paid-up Equity Capital of the Bank

Even with capital infusion by GoI and LIC, the bank will require additional capital to maintain its capital adequacy. Thus, Allahabad Bank plans to raise further Tier I capital in the form of equity to the extent of Rs. 5. 0 bn (by issuing equity shares of Rs. 10. 0 per share), in such a manner that the holding of the GoI in the bank will not fall below 52%. The equity will be raised by way of QIP. At the issue price of Rs. 78. 01, the bank can issue ~64. 1 mn shares of face value Rs. 10. 0 each aggregating to Rs. 5 bn. This will lead to total dilution of ~10. 5% (including preferential issuance to GoI and LIC) on post issue capital. The GoI’s holding will decrease to 60. 7%.


Consider and adopt a) the audited standalone financial statements of the Company for the financial year ended March 31, 2016, the reports of the Board of Directors and Auditors thereon; b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2016, the reports of the Auditors thereon;


The total dividend per share has remained flat at Rs. 2 in FY16. However due to an increase in profits, the payout ratio has declined from 16. 4% to 13. 9%.


Re-appointment of Mr. M. K. Hamied, Director retiring by rotation.

M. K Hamied (DIN: 00029084) is part of the promoter group and the non-executive Vice-Chairperson of Cipla. His reappointment is in line with the statutory requirements.



Shareholder


Management

recommendation


)









28/Sep/16 AGM Management For ABSTAIN Is an owner and part of the board. Also extensive experience in manufacturing.








28/Sep/16 AGM Management Declaration of dividend for FY 2015-16 For FOR





28/Sep/16 PTC INDIA LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

28/Sep/16 PTC INDIA LTD AGM Management Declaration of dividend for FY 2015-16 For FOR

28/Sep/16 PTC INDIA LTD AGM Management For FOR




Appointment of statutory auditors and fixing their remuneration.

Walker Chandiok & Co LLP is replacing V. Sankar Aiyar & Co. And R. G. N. Price & Co. As the statutory auditor. Their appointment is in line with the statutory requirements.


Appointment of Ms. Naina Lal Kidwani as Independent Director of the company.

Ms. Naina Lal Kidwai (DIN: 00017806) is the former Chairperson of HSBC India. Her appointment is in line with the statutory requirements.


Re-appointment of Mr. S. Radhakrishnan as a Whole time Director.

In FY16, S Radhakrishan was paid a total remuneration of Rs. 33. 7 mn. His estimated remuneration of Rs. 42 mn, including variable pay of Rs. 20 mn, is in line with peers and is commensurate with the size and scale of operations. The quantum of his commission will be decided by the board, subject to a minimum of Rs. 3 mn. As a measure of transparency, the company must consider setting an absolute cap on his commission.


Appointment of Mr. Umang Vohra as Director.

Umang Vohra (DIN: 02296740) has more than 10 years of experience in the pharma industry and was previously the CFO and Executive VP at Dr. Reddys Laboratories. His appointment is in line with the statutory requirements.


Appointment of Mr. Umang Vohra as Managing Director and Global Chief Executive officer.

His estimated remuneration of Rs. 164. 2 mn, includes variable bonus of Rs. 60 mn and stock options worth Rs. 35 mn per annum. The overall remuneration is in line with industry peers and is commensurate with the size and scale of operations.


Ratification of remuneration of the cost auditors

The proposed remuneration of Rs. 1 mn is reasonable, compared to the size and scale of operations.


PRECISION CAMSHAFTS LTD

To receive, consider and adopt Standalone and Consolidated financial statements for the financial year ended March 31st, 2016 together with the Reports of the Directors and the Auditors



To approve and confirm the Interim Dividend Declared and paid by the Board of Directors of the Company vide their meeting held on March 16th, 2016

The company has paid interim dividend of Re. 1 per share in March 2016 (post IPO). The dividend payout for the year is higher at 20. 8%, as compared to 1. 0% for FY15.



To appoint a director in place of Mr. Jayant V. Aradhye (DIN: 00409341), who retires by rotation and, being eligible, offers himself for re-appointment.



To ratify the appointment of M/s SRBC & Co. LLP, Chartered Accountants, Registration no. 324982E/E300003) as Statutory Auditor of the Company up Ptou nteh,e (nFierxmt Annual General Meeting to be held in Financial Year 2017-18.

SRBC & Co. LLP have been the statutory auditors of the company from FY14 (three years). They were reappointed for a period of two years at the 2015 AGM. Previously SR Batliboi & Co. Were the statutory auditors for five years. SRBC & Co. LLP and SR Batliboi & Co. Are part of same audit network – Ernst & Young (E&Y). Thus, auditors belonging to the E&Y network have been auditing the company’s accounts for the past 8 years. The ratification is in line with the statutory requirements.



Re-appointment of Mr. Pramod H. Mehendale (DIN 00026884) as an Independent Director

Pramod Mehendale (DIN: 00026884) is the founder and former director of Link Intime India Pvt. Ltd. His reappointment is in line with the statutory requirements.



Re-appointment of Mr. Vedant V Pujari (DIN 07032764) as an Independent Director

Vedant Pujari (DIN: 07032764) is an Advocate. He was appointed as an Independent Director in December 2014. He has attended 70% of board meeting in FY16. We expect directors to take their responsibilities seriously and attend all board meetings. His reappointment is in line with the statutory requirements.



Approval Related Party Transaction to be entered with Ningbo Shenglong PCL Camshafts Company Limited by the Company.

PCL sells castings to Ningbo. In FY16, the transactions aggregated to Rs. 593. 2 mn. The company proposes transactions aggregating up to Rs. 750. 0 mn in FY17. The transactions are nature of sale of goods and tooling. The transactions are at arm’s length and in ordinary course of business.



Approval of remuneration of the Cost Auditors.

Payment to cost auditors for the year ending 31 March 2017 of Rs. 0. 15 mn (excluding service tax and reimbursement of out-of-pocket expenses) is commensurate with the size of the company.



Ratification of the Precision Camshafts Limited Employee Stock Option Scheme – 2015 (PCL ESOS 2015)

The total size of ESOP 2015 is 0. 6 mn options, of which the company has granted 0. 38 mn options. The exercise price is Rs. 10 (face value). The total cost of the ESOP plan is estimated to be Rs. 77. 9 mn, or Rs. 26 mn per annum over a three year vesting schedule (4. 7% of FY16 PAT). The total dilution is estimated to be 0. 6% of the post issue capital.


PTC INDIA FINANCIAL SERVICES L




PTC India Financial Services Limited (PFS) has proposed a final dividend of Re. 1. 2 per equity share (face value Rs. 10) for the year ended 31 March 2016. The total dividend proposed to be paid (including dividend tax) is Rs. 813. 9 mn in FY16. The company’s dividend payout ratio is 20. 9%.



Re-appointment of Shri Ajit Kumar (DIN : 06518591) who retires by rotation

Ajit Kumar is the Director (Commercial & Operations), PTC India Ltd. His reappointment is in line with all the statutory requirements.



Ratification of appointment of M/s Deloitte Haskins & Sells as Statutory Auditors of the Company

Deloitte Haskins & Sells have been auditors of the Company for the last seven years. The tenure of the statutory auditors is less than 10 years, which is in line with the provisions of the Companies Act, 2013.



Appointment of Mrs. Pravin Tripathi (DIN: 06913463) as an Independent Director of the Company

Mrs. Pravin Tripathi has worked at various senior positions in Govt. Of India. She was member of Competition Appellate Tribunal and also member of Airport Economic Regulatory Authority Appellate Tribunal. She was also Deputy Comptroller & Auditor General of India. Her appointment is in line with all the statutory requirements.



Appointment of Shri Harbans Lal Bajaj (DIN: 00894431) as an Independent Director of the Company

Harbans Lal Bajaj is ex- Chairperson of Central Electricity Authority, Government of India. He is also Fellow - The Institute of Electrical and Electronics (IEEE), U. S. A and Fellow - The Institute of Engineers (India). His appointment is in line with all the statutory requirements.




PTC India Limited (PTC) has proposed a final dividend of Rs. 2. 5 per equity share (face value Rs. 10) for the year ended 31 March 2016. The total dividend proposed to be paid (including dividend tax) is Rs. 821. 9 mn in FY16. The dividend payout ratio is 35. 3%.


Re-appointment of Shri Ravi P. Singh (DIN 05240974) who retires by rotation

Ravi P. Singh is a nominee of Power Grid Corporation of India Limited. He has attended 3/5 or 60% of the board meetings in FY16 and 18/23 or 78% of the board meetings in last three years. We expect directors to take their responsibilities seriously and attend all board meetings.


Re-appointment of Smt. Jyoti Arora (DIN 00353071) who retires by rotation

(Ms. ) Jyoti Arora holds the position of Joint Secretary, Ministry of Power, Government of India. Jyoti Arora’s attendance has been low in FY16 (40% or 2/5 meetings) but since she has been on the board for two years (since 24 March 2014, has attended 7/14 or 50% of the meetings since appointment) we do not recommend voting against her reappointment. We expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% attendance of board meetings, over a three-year period, while voting on re-appointment of directors.


Re-appointment of M/s K.G. Somani & Co. as Statutory Auditors of the Company

K. G Somani & Co have been the statutory auditors for the last five years. Their reappointment is in line with the provisions of the Companies Act, 2013.



Shareholder


Management

recommendation


)









29/Sep/16 DISH TV INDIA LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

29/Sep/16 DISH TV INDIA LTD AGM Management For FOR

29/Sep/16 DISH TV INDIA LTD AGM Management For FOR

29/Sep/16 AGM Management Adoption of Accounts. For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.



29/Sep/16 AGM Management Appointment of Statutory Auditors. For FOR




29/Sep/16 AGM Management Fixation of Remuneration of Cost Auditors. For FOR







Appointment of Shri K. Biswal (DIN03318539) as nominee director of NTPC

Kulamani Biswal is the Director (Finance) of NTPC Ltd. And is being appointed as a Nominee Director of NTPC. He has attended 2/3 board meetings since his appointment. Since he has been on the board for one year (since 24 September 2015) we do not recommend voting against his reappointment. We expect directors to take their responsibilities seriously and attend all board meetings.


Appointment of Shri Jayant Kumar (DIN03010235) as nominee director of NHPC

Jayant Kumar is being appointed as a Nominee Director of NHPC. He is the Director (Finance) of NHPC Ltd. His appointment is in line with all statutory requirements.


V MART RETAIL LIMITED

Audited Financial Statements of the Company for the financial year ended 31st March, 2016 along with the Report of the Auditors and Directors thereon



Declare a final dividend of H0.10/- per equity share for the financial year 2015-16 and to confirm the Interim Dividend of H1.15/- per equity share declared and paid during the year ended 31st March, 2016

The total dividend per share has decreased from Rs. 1. 5 to Rs. 1. 25 in FY16. However, on account of a decline in profits, the payout ratio has improved from 8. 7% to 9. 9%.



Appointment of a Director in place of Mr. Madan Gopal Agarwal (DIN 02249947), who retires by rotation and being eligible, offers himself for re-appointment

Madan Gopal Agarwal (DIN: 02249947) is part of the promoter group and a Whole Time Director for the past 14 years. He retires by rotation and his reappointment is in line with the statutory requirements.



Ratification of Appointment of Statutory Auditors and to fix their remuneration

Walker Chandiok & Co have been auditing the company’s accounts for the past eight years. They were reappointed for three years in the FY14 AGM. As per Indian regulations, auditor appointments need to be ratified each year. The ratification of their reappointment is in line with the statutory requirements.



Revision/variation in remuneration of Mr. Lalit Agarwal, Chairman & Managing Director

In FY16, Lalit Agarwal was paid a total remuneration of Rs. 12. 5 mn. His estimated remuneration of Rs. 15. 3 mn (including commission fixed at 1% of profits) is in line with peers and is commensurate with the size and scale of operations. As the company grows, it must consider setting an absolute cap on his commission.



Revision/variation in remuneration of Mr. Madan Gopal Agarwal, Whole-time Director

In FY16, Madan Agarwal was paid a total remuneration of Rs. 3. 5 mn. His estimated remuneration of Rs. 4. 3 mn (including commission fixed at 0. 33% of profits) is in line with peers and is commensurate with the size and scale of operations.


Adoption of the Audited Financial Statements – on a Standalone and Consolidated basis, for the Financial Year ended 31 March, 2016


To appoint Director in place of Mr. Ashok Kurien, who retires by rotation and being eligible, offers himself for re-appointment

Is the founder promoter along with Mr Subash Chandra of Essel Group and respected figure in advertising and marketing fields.


To ratify the appointment of Auditors of the Company, and to fix their remuneration.

Walker Chandiok & Co LLP were reappointed for a period of 3 years in the company’s 2014 AGM. Under the Companies Act 2013, auditor (re)appointment must be ratified annually. The ratification of Walker Chandiok & Co as statutory auditors is in line with our policy on auditor (re)appointment and complies with the requirements of section 139 of the Companies Act 2013.


GUJARAT ALKALIES CHEMICALS L



The dividend per share of Rs. 4. 5 for FY16 is same as paid in the previous year. Due to a marginal fall in net profits, the dividend payout ratio has increased from 17. 6% in FY15 to 18. 0% in FY16.



Appointment of Dr. J N Singh, IAS as a Director of the Company liable to retire by rotation.

J. N. Singh, IAS, is currently designated as the chairperson of the company. He is Additional Chief Secretary, Finance Department of Government of Gujarat and also holds the charge of Revenue Department as Commissioner of Land Reforms, Gujarat. He was appointed as a Non-Executive Director in February 2015. He has attended only 67% of the board meetings in FY16. We expect the directors to take their responsibilities seriously and attend all meetings.



Deloitte Haskins & Sells were appointed as statutory auditors in the previous AGM for one year. The reappointment of Deloitte Haskins & Sells’ appointment as statutory auditors is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.



Appointment of Shri Arvind Agarwal, IAS as a Director of the Company liable to retire by rotation.

Arvind Agarwal(DIN-00122921), IAS, is the Additional Chief Secretary, Forest and Environmental, Department of Government of Gujarat. He is also the Chairperson of Gujarat Industrial Investment Corporation Ltd. His appointment meets all statutory requirements.



Appointment of Shri Rajiv Lochan Jain an Independent Director.

Rajiv Lochan Jain(DIN-00161022) is the former CEO and MD of AKZO Nobel India Ltd (2003-09). He also led the portfolio reshaping of ICI India from diversified chemical company to a focused paint company. His appointment meets all statutory requirements.



Appointment and remuneration & Perquisites payable to Shri P K Gera, IAS as Managing Director.

P. K. Gera(DIN05323992), IAS has over 30 years of experience in Central and State Government. He is also the Chairperson of GACL-NALCO Alkalies & Chemicals Pvt. Ltd. And Non-Executive Director in Gujarat Guardian Ltd. And Gujarat Industries Power Company Ltd. His remuneration is determined by the Government of Gujarat. He will draw his pay in the Additional Chief Secretary pay scale (Rs. 80,000 per month). He is also eligible for dearness allowance, city compensatory allowance, license fee for residential accommodation, medical facilities and other benefits. While his aggregate remuneration cannot be ascertained from the disclosures, remuneration in state-owned enterprises is usually not high.



The board has approved the appointment of RK Patel & Co. As cost auditors for FY17 for a total remuneration of Rs. 0. 5 mn (excluding service tax and reimbursement of out-of-pocket expenses). The proposed remuneration is reasonable.


HBL POWER SYSTEMS LTD

Adoption of Balance Sheet, Statement of Profit and Loss and the Reports of the Board of Directors and Auditors thereon for the financial period ended on 31st March, 2016.



Declaration of dividend for the year ended 31st March, 2016

The dividend per share has increased from Rs. 0. 20 in FY15 to Rs. 0. 25 in FY16. However, due to sharper increase in net profits, the dividend payout ratio has marginally decreased from 41. 7% in FY15 to 39. 2% in FY16.



Appoint a Director in place of Mr. MSS Srinath, who retires by rotation and being eligible for re-appointment.

MSS Srinath, 47, is an Executive Director of the company. He holds a BA in Economics. He oversees the marketing and other administrative functions of the company. He retires by rotation and his reappointment meets all statutory requirements.



Re-appointment of Auditors and fixation of their remuneration.

HBL proposes to reappoint Rao & Kumar Chartered Accountants as the statutory auditors for FY16. They have been HBL’s statutory auditors for four years (since FY13). Their reappointment is line with IiAS Voting Policy on Auditor (Re)Appointment and with the provisions of Section 139 of the Companies Act 2013.



Appointment of Mr. Mitin Jain as Director of the Company.

Mitin Jain, 35, serves as the Principal of BanyanTree Finance Pvt. Ltd. In past, he has worked in companies like Lehman Brothers and Atherstone Group. BanyanTree Growth Capital LLC(BanyanTree) is an investor in the Beaver Engineering and Holding Pvt. Ltd. (BEHPL) which is the holding company of HBL Power Systems Ltd. (HBL). As per the proposed scheme of amalgamation of BEHPL and HBL, BanyanTree will hold 10. 5% stake in the merged entity. His appointment as a nominee director meets all statutory requirements.



Shareholder


Management

recommendation


)


29/Sep/16 AGM Management Appointment of Statutory Auditors; For ABSTAIN





29/Sep/16 AGM Management Declaration of Dividend For FOR




29/Sep/16 AGM Management Remuneration of Cost Auditors For FOR






29/Sep/16 AGM Management To declare a dividend on equity shares. For FOR










HOUSING DEVELOPMENT INFRASTR

To consider and adopt the standalone financial statements as well as the consolidated financial statements of the Company for the year ended March 31, 2016, together with the Report of the Board of Directors and the Auditors thereon;



As per the new Companies Act, companies are needed to rotate auditors from next Financial Year and hence this is an interim action.



Appointment of Mr. Ashok Kumar Gupta (DIN: 00145816) as a Non-Executive Independent Director;

We have no view as this is part of arbitrage fund holding and stock is not covered by internal research.



Ratification of remuneration payable to Cost Auditors and

The proposed remuneration of Rs. 0. 1 mn is reasonable compared to the size and scale of operations.



To consider fund raising programme of the Company.

HDIL is currently defaulting in debt repayments and has also been irregular on statutory payments. The company’s liquidity is strained. The proposed equity raise is expected to correct the company’s capital structure and support its strained liquidity. At current market prices, the equity dilution on account of the proposed equity raising is likely to be 38. 3%. While this is high, the equity infusion is in the longer term interest of the company, and therefore its shareholders.


IDEA CELLULAR LIMITED

Adoption the Audited Financial Statements and Audited Consolidated Financial Statements for the financial year ended March 31, 2016, together with the Reports of the Board of Directors’ and Auditors’ thereon



The total dividend outflow including dividend tax for the year is ~Rs. 2. 6 bn. The dividend payout ratio for the year is ~10%. The company has maintained a dividend ratio of 9-10% over the past three years.



Re-appointment of Mr. Kumar Mangalam Birla, Director retiring by rotation

Kumar Mangalam Birla, 49, is part of the promoter family and the Chairperson of the Aditya Birla Group of companies. He retires by rotation and his re-appointment is in line with statutory requirements.



Re-appointment of Mr. Sanjeev Aga, Director retiring by rotation

Sanjeev Aga, 64, is the Former CEO of Birla Tata AT&T, which was later renamed as Idea Cellular Limited. He retires by rotation and his re-appointment is in line with statutory requirements.



To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Statutory Auditors of the Company for FY 2016-17

Reputed Auditors though we believe that management should rotate auditor in spirit of the Companies Act.






Issue of Non-Convertible Securities on Private Placement Basis

The proposed NCD issue will be within the overall borrowing limit of the company.



Approval of material related party transactions with Indus Towers Limited

Indus Towers Limited is a JV of Aditya Birla Telecom, a wholly-owned subsidiary company of Idea Cellular. Indus Towers provides passive telecom infrastructure services to Idea Cellular. The transactions in the past, and those proposed, are in the ordinary course of business and at arm’s length. As a good practice, the company should have defined the time frame for which the resolution seeks shareholder approval.



Appointment of Mr. Akshaya Moondra as a Director of the Company

Akshaya Moondra, 53, is a Chartered Accountant and the Chief Financial Officer of the company. He was appointed as the Executive Director and CFO effective 8 July 2016. His appointment is in line with statutory requirements.



Appointment of Mr. Akshaya Moondra as the Whole Time Director of the Company

Akshaya Moondra’s estimated FY17 remuneration of Rs. 28. 4 mn is in line with peers and commensurate with the size and complexity of the company. The variable component of upto Rs. 12. 5 mn per annum helps establish the link between remuneration and company performance.


INDRAPRASTHA GAS LTD

To consider and adopt the audited financial statements for FY ended 31.03.2016, the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial Statements for FY ended 31.03.2016 and the reports of Auditors thereon



The company proposes a dividend of Rs. 6. 0 per equity share of Rs. 10. 0 each. The total dividend proposed to be paid (including dividend tax) is Rs. 1. 0 bn in FY16. The company’s dividend payout ratio is 24. 3% (23. 1% in FY15).



To appoint a Director in place of Shri M. Ravindran, who retires by rotation and being eligible, offers himself for re appointment.

M. Ranvindran has experience in fertilizer, oil and gas industries. He has been on the company’s board since January 2015. He retired by rotation and his reappointment is in line with the statutory requirements.



Approval of remuneration payable to Statutory Auditors of the Company.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the companies Act, 2013. Walker Chandiok & Co have been appointed as statutory auditors of the company for the financial year 2016-17 by the C&AG of India and will replace Deloitte Haskins & Sells. The company proposes that the Audit Committee be authorized to fix their remuneration.



Appointment of Shri Narendra Kumar as Managing Director and approval of his remuneration.

Narendra Kumar (DIN 06571708) was appointed as Managing Director of the company for a period of three years beginning 18 April 2013. His tenure was extended until 31 May 2016, and the company proposes to pay him a remuneration of around Rs. 0. 32 mn along with accommodation, company car, telephone and other benefits as per the service rules of GAIL, for the said period. The proposed remuneration is reasonable for the size and complexity of his responsibilities.



Appointment of Shri E.S. Ranganathan as a Director of the Company, not liable to retire by rotation.

E. S. Ranganathan (DIN 07417640) is a GAIL nominee. The company seeks shareholders’ approval to appoint him as Managing Director w. E. F 1 June 2016. His appointment is in line with the statutory requirements.



Appointment of Shri E.S. Ranganathan as Managing Director and approval of his remuneration.

The company proposes to pay E. S. Ranganathan a remuneration of Rs. 3 mn along with company car, telephone and other benefits as per the service rules of GAIL. His remuneration is in line with peers and commensurate with the size and complexity of the company.



Ratification of the remuneration payable to Cost Auditors of the Company for the financial year ending 31st March, 2017.

The proposed remuneration of Rs. 225,000 and out of pocket expenses, capped at 10% fess, is reasonable compared to the size and scale of operations.



Approval of material Related Party Transactions under a contract entered with GAIL (India) Limited.

IGL purchased APM gas of Rs. 10. 1 bn in FY16 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY16 audited financial statements. The transactions were in the ordinary course of business.



Approval of material Related Party Transactions under a contract entered with GAIL (India) Limited.

IGL purchased PMT gas of Rs. 4. 3 bn in FY16 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY16 audited financial statements. The transactions were in the ordinary course of business.



Shareholder


Management

recommendation


)



29/Sep/16 NMDC LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

29/Sep/16 NMDC LTD AGM Management For FOR













29/Sep/16 PVR LTD AGM Management For FOR Basis auditor reports, there isn’t any issue cited in the financial accounts.

29/Sep/16 PVR LTD AGM Management For FOR


29/Sep/16 PVR LTD AGM Management To ratify the appointment of Auditors. For ABSTAIN




Authority to the Board of Directors u/s 180(1) (c) of the Companies Act, 2013 to borrow money(s) for business purposes of the Company for an amount up to Rs. 4000 crores.

Given it has repaid its loans, the company has reported no fund based borrowings this year. If the company raises debt to the extent of the limit, its debt-equity ratio will deteriorate to 1. 7x. However, we observe that the company has been judicious in raising debt in the past. Further, they have initiated capacity expansion plans for development of the CGD network for which additional headroom to raise debt may be required.



Authority to the Board of Directors u/s 180(1) (a) of the Companies Act, 2013 to mortgage and/or create charge on assets of the Company for an amount up to Rs. 4000 crores.



To receive, consider and adopt the Financial Statements (Standalone and Consolidated) of the Company for the year ended 31st March 2016 including Audited Balance Sheet as at 31st March 2016, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date along with the Reports of the Board of Directors' and Auditors' thereon.


To confirm the payment of Interim dividends on equity shares aggregating to Rs 11.00 per equity share of Rs 1.00 each for the financial year 2015-16.

As at 31 March 2016, NMDC held cash and equivalents aggregating to Rs. 148 bn. In August 2016, the company received approval for buyback of equity shares aggregating to Rs. 75. 3 bn. The company also paid two interim dividends aggregating to Rs. 11 per share during the year. The total cash outgo on account of dividend payment is Rs. 52. 5 bn. The dividend payout ratio is 173% (61. 8% in FY15).


To appoint a Director in place of Dr. T.R.K. Rao (DIN: 01312449), who retires by rotation and being eligible, offers himself for re-appointment as Director (Commercial) of the Company.

Dr. TRK Rao (DIN: 01312449) is Director (Commercial) of the company. He retires by rotation and his reappointment is in line with all statutory requirements.


To appoint a Director in place of Shri P.K. Satpathy, (DIN: 07036432), who retires by rotation and being eligible, offers himself for re-appointment as Director (Production) of the Company.

PK Satpathy (DIN: 07036432) is Director (Production) of the company. He retires by rotation and his reappointment is in line with all statutory requirements.


To authorize the Board to fix the remuneration of the Statutory Auditors of the Company for the financial year 2016-17.

Tej Raj & Pal audited the FY16 financial statements of the company. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 40 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.


To appoint CA Arun Kumar Srivastava (DIN: 01940109) as an Independent Director.

CA Arun Kumar Srivastava (DIN: 01940109) is a Chartered Accountant. His appointment is in line with all statutory requirements.


To appoint Smt Bhagwati Mahesh Baldewa (DIN: 01537251) as an Independent Director.

Ms. Bhagwati Mahesh Baldewa (DIN: 01537251) is an entrepreneur and a writer. Her appointment is in line with all statutory requirements.


To appoint Shri Rajesh Kumar Mangal (DIN: 03033081) as an Independent Director.

Rajesh Kumar Mangal (DIN: 03033081) is a Senior Partner of B Jain & Associates, Chartered Accountants. His appointment is in line with all statutory requirements. He attended 40% of the board meetings held after his appointment. We expect directors to take their responsibilities seriously and attend all board meetings.


To appoint Shri Pradip Bhargava (DIN: 01986827) as an Independent Director.

Pradip Bhargava (DIN: 01986827) is a retired IAS officer. His appointment is in line with all statutory requirements.


To appoint Dr. Syamal Kumar Sarkar (DIN: 07387840) as an Independent Director.

Dr. Syamal Kumar Sarkar (DIN: 07387840) is former Secretary, Department of Personnel and Training, Ministry of Personnel, Public Grievances and Pensions, Government of India. His appointment is in line with all statutory requirements.


To appoint Shri Shyam Murari Nigam (DIN: 07355272) as an Independent Director.

Shyam Murari Nigam (DIN: 07355272) is former Special Secretary to the Government of India. His appointment is in line with all statutory requirements.


To appoint Shri Sandeep Tula (DIN: 07261884) as a Whole-time Director of the Company.

Sandeep Tula (DIN: 07261884), 56, has over three decades of experience in Personnel Management. He was appointed as Director (Personnel) on 3 August 2016 for five years, or till the date of his superannuation, or until further orders from the Government of India, whichever earlier. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the remuneration to its shareholders through the AGM notice. We expect his remuneration to be in line with remuneration paid to other Executive Directors.


To ratify the remuneration of the Cost Auditors of the Company for the financial year 2016-17

The board has approved the appointment of Prasad Bharathula & Associates as Cost Auditors for the year ended 31 March 2017. Prasad Bharathula & Associates are proposed an annual remuneration of Rs. 550,000 (excluding applicable taxes and reimbursement of out of pocket expenses). The proposed remuneration is reasonable compared to the size and scale of operations.


To keep Register of Members at other place at the office of its Registrar and Share Transfer Agents situated at Hyderabad

The company seeks to keep its register of members with Registrar and Share Transfer Agents of the company with Aarthi Consultants Private Limited at D. No. 1-2-285, Domalguda, Hyderabad - 500 029, Telangana, India. The documents will be maintained in the same city where the registered office is located; we believe that this will not inconvenience shareholders.


To receive, consider and adopt the audited standalone financial statements of the company for the financial year ended 31st March 2016, the report of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the company for the financial year ended 31st March 2016 and the report of auditors thereon.


To declare Dividend of Rs. 2/- per Equity Share for the Financial Year 2015-16.

PVR Limited (PVR) proposes to pay a final dividend of Rs. 2. 0 per equity share of face value Rs. 10. The total dividend on equity shares including dividend tax is Rs. 118. 5 mn. On account of increased profits, the dividend payout ratio is 10. 4% (37. 0% in FY15).


To appoint a Director in place of Mr. Sanjeev Kumar (DIN 00208173) who retires by rotation and being eligible offers himself for re-appointment.

Sanjeev Kumar is the Joint Managing Director. He retires by rotation and his reappointment is in line with all statutory requirements.


Reputed Auditors though we believe management should rotate auditors in spirit of the companies act.


To make offer(s) for subscription of Non Convertible Debentures for an amount not exceeding Rs. 250 Crores on private placement.

The proceeds will be utilized for further acquisitions, capital expenditure, refinance high cost borrowings and other general purpose requirements. The proposed issuance will be within the company’s overall borrowing limit of Rs. 15 bn.



Shareholder


Management

recommendation


)





























GUJARAT GAS LIMITED

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31st March, 2016 together with the Board’s Report, the Report of Auditor’s thereon and the Nil Comments of the Comptroller & Auditor General of India, in terms of Section 143(6) of the Companies Act, 2013.


GUJARAT GAS LIMITED

To declare Dividend on Equity Shares for the year 2015-16.


GUJARAT GAS LIMITED

To re-appoint a Director in place of Shri Sanjeev Kumar, IAS, (DIN: 03600655), who retires by rotation and being eligible, offers himself for reappointment


GUJARAT GAS LIMITED

To authorise the Board of Directors of the Company to fix the remuneration of Statutory Auditors of the Company for the F.Y 2016- 2017 in terms of the provisions of Section 142 of Companies Act, 2013.


GUJARAT GAS LIMITED

Appointment of Dr J.N. Singh, IAS as Director not liable to retire by rotation


GUJARAT GAS LIMITED

Appointment of Shri Sujit Gulati, IAS as Director not liable to retire by rotation


GUJARAT GAS LIMITED

Appointment of Dr. T. Natarajan, IAS, as Director liable to retire by rotation


GUJARAT GAS LIMITED

Ratification of remuneration of Cost Auditors for FY 2016-17.


PNC INFRATECH LIMITED FACE VALUE 2

Consider and adopt: a) the audited Standalone Financial Statement of the Company for the year ended March 31, 2016, and the report of the Board of Directors and Auditors thereon. b) the audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2016, and the report of the Auditors thereon



Declare dividend on Equity Shares for the financial year ended 31st March 2016



Appoint a Director in place of Shri Chakresh Kumar Jain, Managing Director, (DIN 00086768), who retires by rotation and being eligible, offers himself for re-appointment



Appoint a Director in place of Shri Yogesh Kumar Jain, Managing Director, (DIN 00086811), who retires by rotation and being eligible, offers himself for re-appointment



Re-appointment of M/s. Purushottam Agrawal & Company, Statutory Auditor of the Company



Re-appointment of M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditor of the Company



Ratify remuneration of Cost Auditors of the Company for FY. 2016-17



Re-Appoint Mr. Pradeep Kumar Jain, Chairman and Managing Director



Re-Appoint Mr. Chakresh Kumar Jain, Managing Director



Re-Appoint Mr. Yogesh Kumar Jain, Managing Director



Re-Appoint Mr. Anil Kumar Rao, Whole-Time Director


AHLUWALIA CONTRACTS INDIA LIMITED

Adoption of Audited Standalone and Consolidated Financial Statement of the Company for the financial year ended March 31, 2016 and Report of Board of Directors and Auditors thereon



Re-appointment of Mr. Vinay Pal (DIN: 0220101) who retiring by rotation and being eligible, offering himself for re-appointment

Vinay Pal (DIN: 02220101) has been a Whole Time Director on the board since 2010. He retires by rotation and his reappointment is in line with the statutory requirements.



Ratification for appointment of Statutory Auditors of the Company

As per the new Companies Act, companies are needed to rotate auditors from next Financial Year and hence this is an interim action.



Ratification for Appointment of Cost Auditors in terms of the Companies Act, 2013



NATCO PHARMA LTD

Adoption of Annual Financial Statements for the Financial Year 2015-2016


NATCO PHARMA LTD

To confirm the already paid Interim Dividend on equity shares for the year 2015-16 as final dividend

The company paid an interim dividend of Rs. 1. 25 in August 2015 and will not provide a final dividend. The total dividend paid (including dividend tax) is Rs. 261 mn in FY16. The company’s dividend payout ratio is 15%(13. 1% in FY15).


NATCO PHARMA LTD

Re-appointment of Dr.AKS Bhujanga Rao (DIN: 02742637) as a Director liable to retire by rotation

Dr. A. K. S. Bhujanga Rao (DIN 02742637) is Director - R & D and Technical, and has been on the company’s board since 2009. He retired by rotation and his reappointment is in line with the statutory requirements.


NATCO PHARMA LTD

Appointment of Statutory Auditors for the Financial Year 2016-17

Walker Chandiok & Co. LLP has been the auditor of the company for the last seven years. The reappointment is line with our Voting Policy on Auditor Rotation and the provisions of Section 139 of the Companies Act 2013.



Shareholder


Management

recommendation


)





30/Sep/16 AGM Management Ratification of Remuneration of Cost Auditors For FOR The proposed remuneration is reasonable given the size of the company.










3/Oct/16 Postal Ballot Management For FOR

4/Oct/16 CCM Management For FOR



10/Oct/16 EGM Management For FOR


NATCO PHARMA LTD

Reappointment of Sri V C Nannapaneni (DIN: 00183315) as Chairman and Managing Director

V. C. Nannapaneni (DIN: 00183315) was reappointed as Chairperson and Managing Director for a term of two years beginning 1 April 2015. Given that he has attained 70 years of age; the company seeks shareholders’ approval through a special resolution to reappoint him as CMD till the end of his present term (31 March 2017) as per Section 196(3) of Companies Act 2013. His remuneration terms remain unchanged. As per these terms, he is eligible for an annual salary of up to Rs. 51. 8 mn (including commission). He was paid Rs. 32. 8 mn (including commission of Rs. 15 mn) in FY16. The proposed remuneration to V. C. Nannapaneni is comparable to industry peers. As a good practice, companies must cap the absolute amount of commission payable to board members.


NATCO PHARMA LTD

Increase of remuneration to Dr.A.K.S.Bhujanga Rao, (DIN: 02742637) President (R & D and Tech.)

A. K. S. Bhujanga Rao (DIN: 02742637) was paid Rs. 11 mn in FY16, which was 47x the median employee remuneration for FY16. His proposed remuneration aggregates Rs. 13. 7 mn for FY17: the proposed remuneration is comparable to industry peers. Nevertheless, as a good practice, we believe executive directors’ remuneration must have a variable component that aligns pay to company performance.


NATCO PHARMA LTD

Increase of remuneration to Sri P.S.R.K.Prasad, (DIN: 07011140) Director and Executive Vice President (Corporate Engineering Services)

P. S. R. K. Prasad (DIN 07011140) was paid Rs. 11 mn in FY16, which was 47x the median employee remuneration for FY16. His proposed remuneration aggregates Rs. 13. 7 mn for FY17: the proposed remuneration is comparable to industry peers. Nevertheless, as a good practice, we believe executive directors’ remuneration must have a variable component that aligns pay to company performance.


NATCO PHARMA LTD

Increase of remuneration to Dr. D. Linga Rao, (DIN: 07088404), Director & President (Tech. Affairs)

Dr. D. Linga Rao (DIN 07088404) was paid Rs. 11 mn in FY16, which was 47x the median employee remuneration for FY16. His proposed remuneration aggregates Rs. 13. 7 mn for FY17: the proposed remuneration is comparable to industry peers. Nevertheless, as a good practice, we believe executive directors’ remuneration must have a variable component that aligns pay to company performance.


NATCO PHARMA LTD


NATCO PHARMA LTD

Approval of NATCO Employee Stock Option Scheme-2016 (NATSOP-2016) under SEBI (Share Based Employee Benefits) Regulations, 2014

Under the NATSOP-2016 scheme, the company proposes to grant upto 175,000 options with an exercise price of Rs. 2 (face value). The scheme will lead to a dilution of 0. 4% and, assuming all the options are granted in the first year, the cost on account of the proposed plan, will be around Rs. 22. 4 mn (1. 4% of consolidated PAT). Taking into account the previous ESOP scheme (ESOS 2015), the aggregate cost due to ESOPs will amount to ~Rs. 119. 0 mn per annum (7. 6% of FY16’s consolidated profits), which is within acceptable levels. Issuing stock options at a significant discount to market price does not provide sufficient incentive for employees and are considered as deferred compensation.


POWER MECH PROJECTS LIMITED

To consider and adopt the Audited Financial Statements (both Standalone and Consolidated) of the Company for the year 2015-16 together with the Report of the Board of Directors and Auditors thereon



To confirm Interim Dividend of 10% (ie) Re 1/- per share as Final Dividend for the financial year 2015-16

The company has paid interim dividend of Re. 1 per share in FY16. The dividend payout for the year is 2. 4%, in-line with payout observed in preceding two years.



To appoint a director in place of Shri S Kishore Babu, Director who retires by rotation and being eligible offers himself for reappointment

S Kishore Babu (DIN: 00971313), founder promoter, is the Chairperson and Managing Director of the company. He retires by rotation and his reappointment is in line with the statutory requirements.



Ratification of appointment of M/s. Brahmayya & Co, Chartered Accountants, Vijayawada as statutory auditors of the Company and fix their remuneration

Brahmayya & Co. Have been the statutory auditors of the company for seven years (FY10 onwards). The ratification is in line with the statutory requirements.



To Appoint Shri M Rajiv Kumar (DIN: 07336483) as a Director

M Rajiv Kumar (DIN: 07336483) has over 38 years of experience of working with BHEL Limited. He is paid consultancy charges on a monthly basis. His appointment is in line with the statutory requirements.



To Appoint Shri Sutanu Behuria (DIN: 00051668) as an Independent Director

Sutanu Behuria (DIN: 00051668) is former Secretary, Government of India. His appointment is in line with the statutory requirements.



To Appoint Shri Vivek Paranjpe (DIN: 03378566) as an Independent Director

Vivek Paranjpe (DIN: 03378566) is an HR consultant. His appointment is in line with the statutory requirements.



Reappointment of Shri S Kishore Babu (DIN: 00971313) as Managing Director

S Kishore Babu was paid Rs. 60. 7 mn (including variable pay of Rs. 51. 2 mn) as remuneration in FY16. The proposed remuneration for FY17 is estimated to be Rs. 68. 0 mn. Almost 85% of the remuneration paid in last four years is variable and linked to financial performance. S Kishore Babu’s proposed remuneration is in line with peers in the same industry and is commensurate with the size of the business and complexities of his role.

October, 2016 to December , 2016

INDIAN OIL CORP LTD

Issue of Bonus Shares by way of Capitalisation of Reserves

The board of directors have proposed the capitalization of general reserves of Rs. 24. 28 bn for the purpose of the issuance of bonus shares.Post the issuance of bonus equity share, the paid up equity share capital of the company will increase to Rs. 48. 56 bn comprising 4. 85 mn equity shares of Rs. 10 each. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.



For the purpose of considering and if thought fit, approving, with or without modification(s), the proposed composite scheme of arrangement and amalgamation amongst the Applicant Company, Geometric Limited, 3D PLM Software Solutions Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”)

HCL Technologies Ltd (HCL-T) proposes to issue 15. 2 mn equity shares to shareholders of Geometric Limited as consideration for the acquisition of Geometric’s IT business. The issuance is 1. 1% of the post issuance equity share capital of HCL-T. HCL-T will increase its business in the engineering services industry. The consideration paid to acquire the IT business is comparable with the valuation of listed peers in the same industry.


AMBUJA CEMENTS LTD

Revision in the terms of payment of remuneration to Mr. Ajay Kapur, Managing Director & CEO.

The resolution proposes to restructure Ajay Kapur’s remuneration – and does not result in any material increase in actual remuneration. His 2016 remuneration, estimated at ~Rs. 68. 1 mn (excluding stock options from LafargeHolcim) is in line with peers and commensurate with the size and complexity of the company.


AMBUJA CEMENTS LTD

Extension of the Services availed from Mr. B.L. Taparia, Director

As an advisor, B L Taparia represents the company before law firms, consultants, courts, statutory and regulatory bodies among other assignments. His proposed remuneration of ~Rs. 15. 4 mn is commensurate with the size and complexity of the company.


GRASIM INDUSTRIES LTD

Increase in limit for investment in the equity share capital of the Company by Registered Foreign Portfolio Investors including Foreign Institutional Investors

The permissible foreign investment limit (through Registered Foreign Portfolio Investor (RFPIs) and Deemed RFPIs) is 24% of the paid-up equity share capital of the company. However, this limit can be increased upto the sectoral cap applicable to Grasim Industries Limited (which is 100% of the paid-up capital) with shareholder approval. The company is seeking shareholder approval to increase it to 30%. As on 30 June 2016, RFPIs’ shareholding in Grasim was 22. 85%. The increased limit will give the RFPIs greater headroom in acquiring further stake in the company.



Shareholder


Management

recommendation


)

17/Oct/16 APOLLO TYRES LTD Postal Ballot Management For FOR

20/Oct/16 CCM Management For FOR

21/Oct/16 Postal Ballot Management For Abstain








4/Nov/16 AGM Management For FOR Basis auditor report, there isn’t any issue with the accounts.

4/Nov/16 AGM Management For FOR


4/Nov/16 AGM Management For ABSTAIN Reputed auditors, however we expect management to change auditors

4/Nov/16 AGM Management For ABSTAIN We would like to abstain due to insufficient information.





Authorisation for private placement of Non-Convertible Debentures.

The proposed NCD issue will be within the overall borrowing limit of Rs. 50 bn approved by the shareholders in February 2015 postal ballot. The proceeds from the issuance will be used for financing the capital expenditure of the company. As on 31 March 2016, Apollo Tyres had a standalone debt of Rs. 6. 9 bn and a stable leverage profile with a debt/equity of 0. 2x and debt/EBIDTA of 0. 4x. FY16 consolidated debt of Rs. 14. 6 bn is 0. 2x networth and 0. 7x EBIDTA. The company has an outstanding rating of CRISIL AA/Stable/CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations.


ULTRATECH CEMENT LIMITED

For the purpose of considering and if thought fit, approving, the proposed arrangement embodied in the Scheme of Arrangement between JaiprakashAssociatesLimited(thereinreferred to as the “Transferor1”) and Jaypee Cement Corporation Limited (therein referred toasthe“Transferor2”)and the Applicant Company and their respective shareholders and creditors (the “Scheme of Arrangement”).

Ultratech Cements Limited (Ultratech) seeks approval for purchase of cements plants from Jaiprakash Associates Limited (JAL) and Jaypee Cement Corporation Limited (JCCL, 100% subsidiary of JAL) with an aggregate capacity of 21. 2 million tonnes per annum (mtpa). Ultratech will pay Rs. 46. 2 bn in the form of redeemable preference shares and non-convertible debentures. Ultratech will also assume a total debt of ~Rs. 115. 7 bn, translating to an enterprise value of Rs. 161. 9 bn for the deal. The effective Enterprise Value/tonne for the deal is Rs. 7,637 and is lower than recent transactions. The acquisition of Jaypee’s cement plants in Central, North and South India are expected to complement Ultratech’s cement plants, especially the Satna cluster in Madhya Pradesh and coastal Andhra Pradesh. Post transaction, Ultratech’s domestic capacity will increase to 87. 5 mtpa, making it one of the largest cement players in India. The deal will help Ultratech expand its geographical coverage.



Special Resolution to adopt new Articles of Association of the Company

In line with proxy voting policy, as the Investment was in Arbitrage stock, we have abstained from voting.



Special Resolution to alter Main Object Clause of the Memorandum of Association of the Company




Special Resolution to sell or dispose of assets/undertaking(s) of the Company and/or creation of security



CROMPTON GREAVES CONSUMER ELECTRICAL LTD

Approval of Crompton Employee Stock Option Plan 2016

As per the scheme, 4. 0 mn options will be issued to permanent employees and directors (excluding promoters and independent directors) of the company or subsidiaries. The options will have a vesting period of one year to five years and will be issued at market price. The maximum possible dilution from the scheme will be 0. 6% of issued share capital. As the issue price of the options is market price, there will be an insignificant impact on the profitability.



Approval of Crompton Performance Share Plan – 1 2016

As per the scheme, 11. 0 mn options will be issued to permanent employees and directors (excluding promoters and independent directors) of the company or subsidiaries. The options will have a vesting period of one year to ten years and will be issued at a price of Rs. 92. 83. The maximum possible dilution from the scheme will be 1. 8% of issued share capital. The cost of the scheme is ~ Rs. 755 mn (calculated at current market price of Rs. 161. 5). Assuming a vesting period of ten years, the company will expense Rs. 75. 5 mn per annum (3. 6% of FY16 net profits). The employee benefits cost as a % of total income is lower for CGCEL, compared to peers and therefore even after absorbing additional cost of options the company will still be in-line with the industry.



Approval of Crompton Performance Share Plan - 2 2016

As per the scheme, 3. 1 mn options will be issued to permanent employees and directors (excluding promoters and independent directors) of the company or subsidiaries. The options will have a vesting period of one year to ten years and will be issued at a price of Rs. 185. 66. The maximum possible dilution from the scheme will be 0. 5% of issued share capital. As the grant price is higher than the current market price (Rs. 161. 5), the cost of the scheme (assuming options are granted immediately) will not be significant.



Approval of proposed grant of options equal to or exceeding 1% of issued capital to specified employee

Shantanu Khosla was appointed as the MD of CGCEL, effective 1 January 2016 at a proposed remuneration of Rs. 70. 1 mn. The stock options granted to him under the schemes will be over and above this amount. While there is no clarity on the exact number of options which will be granted, it is expected that his total remuneration will not be significantly lower than the aggregate remuneration of Rs. 175. 0 mn that he received as the MD of two listed entities, Procter & Gamble Hygiene and Health Care Ltd and Gillette India Ltd, for the year ended 30 Jun’15. While this might push his overall remuneration above his immediate peers in the consumer electricals industry, ~70% of his remuneration comprises variable pay which links pay with performance. Further, he is a professional whose skills carry a market value. As a good governance practice, the company must consider setting a cap on the maximum number of options that can be issued to him, or providing an absolute limit on his remuneration (inclusive of stock options).



Reclassification of the Status of Promoters Shareholding into Public Shareholding

On 26 August 2016, Avantha Holdings Limited, the current promoter entity, had transferred its entire shareholding aggregating to 34. 37% of the paid up share capital of the Company to Amalfiaco Limited (managed by Advent International Corporation, USA) and MacRitchie Investments Pte Ltd (a wholly owned subsidiary of Temasek Holdings (Private) Limited). The current shareholding of Avantha Realty Limited and Varun Prakashan Private Limited (other two entities currently belonging to promoter group) is only 8,574 equity shares aggregating to 0. 001% of the paid up capital of the Company.


TRANSPORT CORPORATION OF INDIA

Adoption of Financial Statements and Reports of Auditors and Directors thereon for the financial year ended 31st March, 2016



Re-appointment of Mr. S N Agarwal as Director.

Mr SN Agarwal has valuable experience which would be beneficial to the company.



Re-appointment of Ms. Urmila Agarwal, Director

Ms. Urmila Agarwal belongs to the promoter family. She has over two decades of experience in garments manufacturing sector. Her reappointment is in line with all the statutory requirements.



Re-appointment of M/s R. S. Agarwala & Co., the Statutory Auditors of the Company.



Consider and approve authorization to Board of Directors for appointment of Branch Auditors from time to time



To appoint Mr. Ashish Bharat Ram as Independent Director for a 2nd term upto the conclusion of 26th Annual General Meeting to be held in the calendar year 2021.

Ashish Bharat Ram is Managing Director of SRF Group. His reappointment is in line with all statutory requirements.



To approve payment of commission to non-executive directors for a further period of 5 years

In the last five years the company paid commission to Non-Executive Directors between 0. 3% and 0. 5% of net profit. The aggregate commission paid has ranged between Rs. 2 mn and Rs. 3. 3 mn in the past five years. The company has not capped the absolute amount of commission payable to its Non-Executive Directors.



To consider and approve change in designation of Mr. Chander Agarwal, Director

Chander Agarwal belongs to the promoter family. He was the Joint Managing Director of the company. The company proposes to re-designate him as Non-Executive Director with effect from 22 August 2016. He will retire by rotation.



Shareholder


Management

recommendation


)


4/Nov/16 AGM Management For FOR This should be ok as long as actuals are charged.

4/Nov/16 TCI EXPRESS LTD AGM Management For Abstain Due to administrative reasons, voting could not get casted



















6/Nov/16 Future Retail Limited Postal Ballot Management Issue of Corporate Guarantee For Abstain Due to administrative reasons, voting could not get casted

6/Nov/16 Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted







To consider and approve amendment in Articles of Associations of the Company

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to replace the entire existing AoA. The modified Articles of Association are uploaded on the company’s website.



To approve fee to be charged from shareholders for service of documents in a particular mode




Appointment of Mr. Ashok Kumar Ladha as Non-Executive Independent Director of the Company.


Appointment of Mr. Chander Agarwal as Managing Director of the Company for a period of five years and approval of remuneration thereof.


Appointment of Mr. Murali Krishna Chevuturi as Non-Executive Independent Director of the Company.


Appointment of Mr. Phool Chand Sharma as Whole Time Director of the Company for a period of five years and approval of remuneration thereof.


Appointment of Mr. Prashant Jain as Non-Executive Independent Director of the Company.


Appointment of Mrs. Manisha Agarwal as Non-Executive Independent Director of the Company.


Approval of Employee Stock Option Plan-2016.


Approval to extend the benefits of Employee Stock Option Plan-2016 to Employees of Holding and Subsidiary(s).


Authorization for contribution under section 181 of the Companies Act, 2013.


Creation of mortgage/charges pursuant to Section 180(1)(a) of the Companies Act, 2013.


Limit of borrowing pursuant to Section 180(1)(c) of the Companies Act, 2013.


Payment of Commission to Non-Executive Directors of the Company.


Ratification of appointment of M/s RS. Agarwala & Co., the Statutory Auditors of the Company.


Regularization of Mr. Chander Agarwal as Director of the Company


Regularization of Mr. D.P Agarwal as Non-Executive Director of the Company.


Regularization of Mr. Phool Chand Sharma as Director of the Company.


Regularization of Mr. Vineet Agarwal as Non-Executive Director of the Company.


To approve fee to be charged from Shareholder for service of documents in a particular mode.



FUTURE RETAIL LIMITED FORMERLY KNOWN AS BHARTI RETAIL LIMITED.

Approval for entering into Related Party Transaction



Approval of Future Retail Limited Employee Stock Option Plan 2016 and Grant of Employees Stock Options to employees of the Company there under.



Approval of Trust Route for the implementation of Future Retail Limited Employee Stock Option Plan 2016.



Grant of Employee Stock Options to the Employees of Company and that of the Subsidiary company(ies) by way of Secondary Acquisition under Future Retail Limited Employee Stock Option Plan 2016.



Grant of Employee Stock Options to the employees of the Subsidiary company(ies), if any, of the Company under Future Retail Limited Employee Stock Option Plan 2016.



Shareholder


Management

recommendation


)

6/Nov/16 Postal Ballot Management Issue of Guarantee. For Abstain Due to administrative reasons, voting could not get casted


13/Nov/16 Postal Ballot Management For FOR


14/Nov/16 K P R Mill Postal Ballot Management For FOR








14/Nov/16 AGM Management For FOR This shouldn't be ok as long as actuals are charged.




2/Dec/16 AGM Management For FOR







Provision of Money by the Company for purchase of its own shares by the Trust / Trustees for the benefit of Employees under Future Retail Limited Employee Stock Option Plan 2016.


PTC INDIA FINANCIAL SERVICES LIMITED

Preferential allotment of Equity Shares to the person belonging to Promoter Category

The relevant date as per SEBI (ICDR) Regulations, 2009 is 14 October 2016. The issue price of ~Rs. 38. 65 per share is at a 0. 13% discount to the current market price - Rs. 38. 7 per share. The proposed infusion of ~ Rs 3. 1 bn is needed to augment funds to meet short and long term funding requirements and to support future business plans. The issue will increase holding company PTC India’s stake from to 65. 0% from 60. 0% and result in an estimated dilution of 12. 5%. While PFS’ CRAR ratio of 21. 0% (30 June 16) is comfortable, it faces asset-quality-related challenges given its concentration in the power sector and exposure to private sector thermal power projects. PFS' gross NPAs increased to 5. 8% as on 30 June 16, from 3. 4% as on 31 March 16. The capital infusion is necessary to shore up the NBFC’s capital adequacy levels and to fund future business plans.


PTC INDIA FINANCIAL SERVICES LIMITED

Issuance of Bonds on Private Placement basis.

The NCDs /debt securities upto Rs 150. 0 bn will be within the overall borrowing limit of the company. PFS’ NCDs are rated CRISIL A+ / Stable for an amount upto 2. 15 bn and CPs are rated CRISIL A1+ for an amount upto Rs 12. 5 bn: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.


Ordinary Resolution, as given at item no. 1 of the Postal Ballot Notice, approving re-classification of Authorised Share Capital

The present authorized share capital of the company is Rs. 550 mn, divided into 40 mn equity shares of Rs. 10 each (Rs. 400 mn) and 1. 5 mn preference shares of Rs. 100 each (Rs. 150 mn). In order to accommodate the proposed sub-division of equity shares (resolution 3) and convert part of its preference share capital, the company proposes to reclassify its authorized share capital. After the reclassification, the authorized share capital will remain at Rs. 550 mn, but will be divided into 90 mn equity shares of Rs. 5 each (Rs. 450 mn) and 1 mn preference shares of Rs. 100 each (Rs. 100 mn).


Ordinary Resolution, as given at item no. 2 of the Postal Ballot Notice, approving the Alteration of Capital Clause of Memorandum of Association

In order to reclassify the authorized share capital of the company, the company needs to alter the Capital clause of the Memorandum of Association (MoA) of the company.


Ordinary Resolution, as given at item no. 3 of the Postal Ballot Notice, under Sections 61 (1) (d), 64 and other applicable provisions of the Companies Act, 2013 approving sub-division of 1 (One) Equity Share of face value of Rs. 10/- each into 2 (Two) Equity Shares of Rs. 5/- each

The sub-division of equity shares will increase the liquidity of the company’s stock and encourage greater participation of retail investors.


KENNAMETAL INDIA LIMITED

To receive, consider and adopt the Audited Financial Statements as at June 30, 2016 and the Independent Auditors’ Report thereon and the report of the Board of Directors.

Adoption of financial statements is a standard resolution and should be as there are no issues raised by auditor.



To confirm the interim dividend of Rs. 2/- per equity share (20%) on 21,978,240 equity shares of Rs. 10/- each already paid as the final dividend for the financial year 2015-16 (year ended June 30, 2016).

Kennametal India Limited (Kennametal) has paid an interim dividend of Rs. 2. 0 per equity share. The total dividend outflow including dividend tax for the financial year ending 30 June 2016 is Rs. 52. 9 mn. The dividend payout ratio is 25. 5%.



Ratification of the appointment of Messrs Price Waterhouse & Co Bangalore LLP, Chartered Accountants, as Statutory Auditors of the Company.

Reputed auditor through we believe management should change auditor in spirit of the companies Act.



Appointment of Mr. David Lee (DIN: 07175442) as Director of the company, liable to retire by rotation.

David Lee is Managing Director, Asia Pacific Region at Kennametal Inc. He joined Kennametal Inc in 2007 as Regional Sales and Marketing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.



Ratification of the remuneration payable to Messrs K. S. Kamalakara & Co., Cost Auditors, Bengaluru (Firm Registration No: 0000296), as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending June 30, 2017.

The total remuneration proposed to be paid to the cost auditors for the financial year ending 30 June 2017 is reasonable compared to the size and scale of the company’s operations.



To determine fees of service of document pursuant to Section 20 of the companies Act, 2013.



Approval of material related party transactions with Kennametal Inc., USA, as per Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Kennametal Inc, USA is the ultimate holding company of Kennametal India Ltd. In FY16, the value of related party transactions with Kennametal Inc. , USA was Rs. 720. 6 mn (12. 4% of FY16 revenues). As part of its regular business, the company periodically enters into related party transactions with Kennametal Inc. , USA. The company has stated that the audit committee has reviewed and approved all the transactions and has confirmed that all the proposed transactions will be at arms-length basis.



Approval of material related party transactions with Kennametal Europe GmbH as per Regulation 23 of SEBI (LODR), Regulations, 2015

Kennametal Europe GmbH, Switzerland is an intermediate holding company of Kennametal India Ltd. In FY16, the value of related party transactions with Kennametal Europe GmbH was Rs. 1. 8 bn mn (31. 1% of FY16 revenues). As part of its regular business, the company periodically enters into related party transactions with Kennametal Europe GmbH. The company has stated that the audit committee has reviewed and approved all the transactions and has confirmed that all the proposed transactions will be at arms-length basis.


VARDHMAN TEXTILES LTD

Special Resolution under section 68 of the Companies Act, 2013, for buyback of Equity Shares by the Company.

Vardhman Textiles proposes to distribute the Rs. 4. 1bn it has received from the sale of its 40% stake in Vardhman Yarns and Threads Ltd. At the maximum price, the company will buyback 6. 1 mn equity shares resulting in a 9. 6% reduction in the equity share capital. Promoters will participate in the buyback and can offer upto 5. 1mn shares or lesser no. of shares, as long as the shareholding of the promoter does not fall below 60% from the existing 62. 2%. The buyback will return surplus funds to its shareholders, and improve return ratios.


PROCTER AND GAMBLE HYGIENE AND HEALTH CARE LTD

To Receive, Consider And Adopt The Audited Balance Sheet As At June 30, 2016 and The Statement Of Profit And Loss For The Financial Year Ended on that Date, together with the Reports of The Auditors And Directors Thereon.

Adoption of financial statements is a standard resolution and auditor hasn't highlighted any issues with the accounts.



To Declare Dividend For The Financial Year Ended June 30, 2016.

The dividend per share has increased from Rs. 30. 25 per equity share in FY15 to Rs. 36. 00 per equity share in FY16. The payout ratio for FY16 is 33. 2%.



To Appoint A Director In Place Of Ms. Sonali Dhawan (Din 06808527), Who Retires By Rotation And Being Eligible, Offers Herself For Re-Appointment.

Sonali Dhawan (DIN 06808527), 40, joined P&G in 1998, and has handled various roles in marketing across different regions which include ASEAN, India and Australia. Her reappointment is in line with all the statutory requirements.



Shareholder


Management

recommendation


)


2/Dec/16 AGM Management For ABSTAIN


8/Dec/16 Postal Ballot Management For FOR


8/Dec/16 CYIENT LTD Postal Ballot Management For FOR

8/Dec/16 CYIENT LTD Postal Ballot Management For FOR

9/Dec/16 EGM Management Further Issue of Securities For FOR


10/Dec/16 VEDANTA LTD Postal Ballot Management For FOR



13/Dec/16 EGM Management Removal of Mr. C. P. Mistry as Director For FOR




To Appoint A Director In Place Of Mr. Shailyamanyu Singh Rathore (Din 06832523), Who Retires By Rotation And Being Eligible, Offers Himself For Re-Appointment.

Shailyamanyu Singh (DIN 06832523) has been associated with Procter & Gamble for the last seven years and has held various positions in the legal department. He has been on the board of Procter & Gamble Hygiene and Health Care Limited (P&G India) for two years. His reappointment is in line with all statutory requirements.



To Ratify The Appointment Of Deloitte Haskins And Sells Llp, Chartered Accountants (Firm Reg. No. 117366W/W-100018), As Approved By Members At The Fiftieth Annual General Meeting, As Statutory Auditors Of The Company To Hold Office Until The Conclusion Of The Fifty-Third Annual General Meeting, On Such Remuneration And Reimbursement Of Out-Of-Pocket Expenses, As The Board Of Directors May Decide.

Reputed auditor though management should rotate auditors in the spirit of the Companies Act.



To Consider And, If Thought Fit, To Pass With Or Without Modification(S), If Any, The Following Resolution As An Ordinary Resolution: Ratification Of Payment Of Remuneration To The Cost Auditor For The Financial Year 2016-17 resolved That Pursuant To The Provisions Of Section 148 And All Other Applicable Provisions, If Any, Of The Companies Act, 2013 , Rules Framed Thereunder (As Amended From Time To Time) And Other Applicable Laws, Such Other Permissions As May Be Necessary, The Members Hereby Ratify The Remuneration Of Rs. 7,00,000/- Plus Service Tax And Out-Of-Pocket Expenses Payable To Ashwin Solanki & Associates, Cost Accountants, Who Are Appointed By The Board Of Directors Of The Company To Conduct Audit Of The Cost Records Maintained By The Company For The Financial Year 2016-17.

The proposed remuneration (excluding tax and reimbursement) for the cost auditors is reasonable compared to the size and scale of operations.


BAJAJ FINANCE LIMITED

Special Resolution under Section 180(1) (C) of the companies Act 2013 according consent for increase in borrowing powers of Board of Directors upto Rs. 75,000 crore, inclusive the temporary loans obtain / to be obtain from the companies Banker in the ordinary course of business.

In order to comply with the provisions of Section 180 (1) (c) of the Companies Act 2013, Bajaj Finance Company Ltd. (BFL) seeks shareholder approval by way of a special resolution to increase its borrowing limit from Rs. 500 bn to Rs 750 bn. As on 30 September 2016, BFL had a debt of Rs. 431. 3 bn as against a networth of Rs. 82. 8 bn. BFL is well capitalized - its overall capital adequacy ratio of 21. 5% is much higher than RBI’s minimum requirement of 15%. Further, BFL’s debt is rated CRISIL AAA/Stable/CRISIL A1+, which indicates the highest degree of safety regarding timely servicing of financial obligations.


BAJAJ FINANCE LIMITED

Special Resolution under Section 180(1) (C) of the companies Act 2013 according consent to the Board of Directors to create mortgage, charges, lines, hypothecation and/or other securities on all or any of the companies Assets and properties, both present or future, whether movable or immovable including the whole or substantially the whole of the company's undertaking up to maximum amount of Rs. 75,000.

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.


Issue of RSUs to the Associates of the Company

Under Cyient Limited - Associate Restricted Stock Unit Scheme 2016, a maximum 465,000 Restricted Stock Units (RSUs) will be allotted to the associates (eligible employees and directors) of the company. This is a one-time scheme to celebrate the company’s silver jubilee in 2016. Under the scheme, a maximum of 185,000 RSUs will be allotted to the associates of the company’s subsidiaries, JVs and associate companies. Hence, under the scheme a total of 650,000 RSUs will be granted (dilution of ~0. 57%). At the current market price of Rs. 456. 4 per share and grant price of Rs. 5 per unit, the total cost of the scheme will be around Rs. 293. 4 mn, which is 8. 9% of FY16 consolidated PAT.


Issue of RSUs to the Associates of the Company's Subsidiaries

The company requires shareholder approval in a separate resolution to extend the benefits of Cyient Limited - Associate Restricted Stock Unit Scheme 2016 to the associates of the company’s subsidiaries, JVs and associate companies. They will be issued upto 185,000 RSUs. At the current market price of Rs. 456. 4 per share and grant price of Rs. 5 per unit, the total cost of the scheme (including 465,000 RSUs to the company) will be around Rs. 293. 4 mn, which is 8. 9% of FY16 consolidated PAT.



Assuming the issue price is the current market price (Rs. 159. 4 as on 21 November 2016), the company will issue ~314 mn shares. The maximum dilution is ~13. 2% (14. 9% considering the green shoe option) on the paid-up share capital as on 30 September 2016. The proposed equity raise is expected to improve the company’s capital structure and fund its capital expansion plans.



Ordinary Resolution for Issue of Bonus Shares.

Post the issuance of bonus equity share, the paid-up equity share capital of the company will increase to Rs. 64. 2 bn comprising 12. 8 mn equity shares of Rs. 10 each. Rs. 21. 4 bn will be capitalized from the reserves of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.


Special Resolution : Approval of Vedanta Limited Employee Stock Option Scheme- 2016 (ESOS).

The options will vest over one to three years: the vesting of the options is subject to the company’s performance measured on pre-defined metrics. The stock options will be granted at a face value of Re. 1 each. The overall cost of the scheme at current market price is Rs. 30. 5 bn, which is high. However, the company has clarified that it will not grant more than 6. 5 mn stock options in the first year – which will have limited impact on profits. We expect the company to remain judicious in granting options.


Special Resolution : Approval of Vedanta Limited Employee Stock Option Scheme- 2016 (ESOS) to the Employees of the holding/subsidiary company(ies) of the Company

Vedanta will require to issue stock options to employees of subsidiaries to incentivize consolidated performance. We do not support resolutions to issue stock options to holding companies that are listed: but, Vedanta has clarified that the issue of stock options to holding company employees will only be made to Vedanta employees that are transferred to the holding company. Given the nature of employee movement, and the company’s confirmation regarding its plan, we support the resolution.


Special Resolution : Authorise Vedanta ESOS Trust for Secondary Acquisition

Under this route, no new equity shares will be issued upon the exercise of stock options and the share capital of the Company will not be diluted.


TATA CONSULTANCY SERVICES LTD

We believe Cyrus Mistry’s position as a director of TCS was a direct consequence of his position as Chairperson of Tata Sons. With his removal as Chairperson of Tata Sons, his continuing on TCS’ board as a non-independent director becomes untenable. While this must not be construed as an endorsement of his removal, we believe his removal will provide the Tata group a clean slate to fix the larger structural issues of the group.



Special Resolution for issue of redeemable, non-cumulative debentures under private placement basis

The proposed NCDs will be issued within the overall borrowing limits of Rs. 10 bn. APL Apollo Limited’s NCDs are rated ICRA A+/ Stable, which denotes adequate degree of safety regarding timely servicing of financial obligations.



Shareholder


Management

recommendation


)

15/Dec/16 JK Lakshmi Cement Postal Ballot Management For FOR

17/Dec/16 JSW STEEL LIMITED Postal Ballot Management For Abstain










20/Dec/16 OGM Management For FOR

20/Dec/16 OGM Management For FOR

21/Dec/16 TATA STEEL LTD EGM Management Removal of Mr. C. P. Mistry as Director For Abstain Due to administrative reasons, voting could not get casted

21/Dec/16 TATA STEEL LTD EGM Management Removal of Mr. Nusli N. WADIA. as Director. For Abstain Due to administrative reasons, voting could not get casted


22/Dec/16 TATA MOTORS LTD EGM Management Removal of Mr. Cyrus. P. Mistry as a Director For FOR

22/Dec/16 TATA MOTORS LTD EGM Management For FOR


Special Resolution for issuance of Secured Redeemable Non-Convertible Debentures by way of Private Placement for an amount not exceeding Rs 500 crores, subject to the overall borrowing limits of Rs 3,000 crores

The company proposes to utilize the proceeds of the issue to meet the capital expenditure requirements of the company and to replace its existing high-cost long-term loans. The issue will be within the overall borrowing limits of the company.


Alteration of the Capital Clause in the Memorandum of Association



Alteration of the Capital Clause of the Articles of Association



Approval for undertaking material related party transaction(s) with JSW International Tradecorp Pte. Limited, Singapore.



Sub-Division of Equity Shares of the Company from the Face Value of Rs. 10/- per Equity Share to Re. 1/- per Equity Share



MUTHOOT FINANCE LTD

Special resolution under Section 13 of the Companies Act, 2013 and the Rules made thereunder for shifting sub-clause (13) and (15) of Clause III (C) of Other Objects to Clause III (A) of the Main Objects.

Muthoot Finance Ltd. (MFin) had earlier commenced businesses under sub-clauses 13 and 15 of Clause III (C) - Other Objects of the MoA under the Companies Act, 1956. Since these activities form an important part of the business of the company, MFin plans to shift these clauses from Clause III (C) and move it under sub-clause (v) of Clause III (A) - Main Objects of the MoA.


MUTHOOT FINANCE LTD

Special resolution under Section 13 of the Companies Act, 2013 and the Rules made thereunder for inserting a new sub – clause under Clause III (A) to carry out mutual fund activities

Muthoot Finance plans to increase its offerings of financial products and earn a fee income by entering the Mutual Fund business. The Company intends to make an application with SEBI to act as a sponsor of a mutual fund in accordance with SEBI (Mutual Funds) Regulations, 1996. It plans to insert a new sub-clause in the MoA to enable the Company to carry on business related to Mutual Funds.


MUTHOOT FINANCE LTD

Special resolution under Section 13 of the Companies Act, 2013 and the Rules made thereunder for inserting a new sub – clause under Clause III (A) to provide financial services and advisory services

MFin plans to diversify into providing financial services and advisory services, on a fee basis, to increase visibility and customer base of the Company.


MUTHOOT FINANCE LTD

Special resolution under Section 13 of the Companies Act, 2013 and the Rules made thereunder for shifting sub-clause (10) of Clause III (C) of Other Objects to Clause III (B) of Objects incidental and ancillary to the attainment of main objects

To carry out the main objects as envisaged under Clause III (A), the company may be required to open and manage offices, including hiring furniture and fittings, strong rooms, electrical fittings and such other equipment. Hence MFin plans to shift existing sub-clause (10) Clause III (C) to sub Clause 32 of Clause III (B).


MUTHOOT FINANCE LTD

Special resolution under Section 13 of the Companies Act, 2013 and the Rules made thereunder for deletion of Clause III (C)(1) to (C ) (15) of Other Objects

To comply with the provisions of Section 4, 13 and other applicable provisions of the Companies Act, 2013 read with rules framed there under, the Company needs to delete the Other Objects Clause from the MoA. MFin proposes to completely delete Clause III (C)(1) to (C) (15): Other Objects from the present MoA.


INDIAN HOTEL COMPANY LIMITED

We believe Cyrus Mistry’s position as a director of Indian Hotels was a direct consequence of his position as Chairperson of Tata Sons. With his removal as Chairperson of Tata Sons, his continuing on Indian Hotels’ board as a non-independent director becomes untenable. While this must not be construed as an endorsement of his removal, we believe his not being on the Board will provide the Tata group a clean slate to fix the larger structural issues of the group.


STATE BANK OF INDIA

To create, offer, issue and allot such number of Equity Shares of Rupee.1/- each for cash at such price to be determined by the Board in accordance with Regulation 76(1) of SEBI ICDR Regulations, aggregating to the tune of up to Rs. 5681 crore ((Rupees Five thousand six hundred eighty one crore only) (including premium), on preferential basis to the “Government of India

The issue price is at a 6. 6% premium to the current market price (Rs. 252. 95 closing price on 29 November 2016). The proposed capital infusion will bolster State Bank of India’s (SBI) capital adequacy ratio from its 30 September 2016 level of 13. 94% (Tier 1 capital of 10. 28%). The proposed preferential allotment will increase GoI’s stake to 61. 2% from 60. 2% and result in an estimated 2. 64% dilution on the expanded capital base for existing shareholders. The capital infusion is necessary to shore up the bank’s capital adequacy levels and fuel growth.


STATE BANK OF INDIA

a. To create, offer, issue and allot, such number of Equity Shares of Re.1 each, not exceeding Rs. 15,000 crore (rupees fifteen thousand crore) or such amount as may be approved by GoI & RBI, by way of public issue (i.e. Further Public Offer- FPO) or Private Placement, including Qualified Institutional Placement (QIP)/Global Depository Receipt (GDRs)/American Depository Receipt (ADRs) and/or any other mode(s) or a combination(s) thereof, as may be decided by the Board, subject to the condition that the Government of India shareholding in equity capital of the Bank does not fall below 52 % at any point of time b. to decide the quantum & mode(s), number of tranches, prices, discount/premium, reservations to employees, existing shareholders and or any other persons as may be decided by the Board and as provided under SEBI regulations and the timing of such issue(s), at its discretion subject to the applicable Rules and Regulations and GoI & RBI approval under Section 5(2) of the State Bank of India Act,1955.

Assuming the equity issuance is at current market prices, it is expected to decrease GoI’s stake in the bank to 57. 0% from the proposed 61. 2% (after Resolution #1), and result in a 6. 9% dilution for all shareholders on the expanded equity base (if current shareholders do not subscribe to the issue). Although State Bank of India’s (SBI) is well capitalized, we believe the additional capital will support the bank’s growth requirements.





Special Resolution to consider and approve Buyback of its Equity Shares by Hexaware Technologies Limited.

At the buyback price of Rs. 240 per share, the company will buyback 5. 7 mn equity shares resulting in a 1. 9% reduction in the equity share capital. The promoters will participate in the buyback. The buyback will enable the company to distribute its surplus cash to its shareholders, and improve return ratios.


We believe Cyrus Mistry’s position as a director of Tata Motors was a direct consequence of his position as Chairperson of Tata Sons. With his removal as Chairperson of Tata Sons, his continuing on Tata Motors’ board as a non-independent director becomes untenable. While this must not be construed as an endorsement of his removal, we believe his not being on the board will provide the Tata group a clean slate to fix the larger structural issues of the group.


Removal of Mr. Nusli N. WADIA. as a Director.

Nusli Wadia’s support for Cyrus Mistry is purportedly causing harm to the interests of the Tata Group. But no evidence is provided to support this claim. While the merits of his stance may be debated, the diversity of opinion cannot be cited as sufficient grounds for his removal. Unlike Cyrus Mistry, who joined the board following his anointment by Tata Sons, Nusli Wadia was appointed by the board and shareholders. Therefore, his removal and the concerns raised by the controlling shareholder must be validated by the board.



Shareholder


Management

recommendation


)

22/Dec/16 EGM Management Removal of Mr. Cyrus. P. Mistry as a Director For Abstain Due to administrative reasons, voting could not get casted

22/Dec/16 EGM Management For Abstain Due to administrative reasons, voting could not get casted

23/Dec/16 EGM Management For FOR




23/Dec/16 EGM Management Removal of Mr. Nusli N.WADIA. as Director. For FOR




26/Dec/16 CCM Management For FOR We believe the Schme of Arrangement is in the interest of the Company.










Removal of Mr. Nusli N. WADIA. as a Director.


ENGINEERS INDIA LTD

Increase of Authorized Share Capital of the Company and amendment in the Capital Clause in the Memorandum of Association of the Company.

The company proposes to modify its authorized equity share capital from 600 mn equity shares of Rs. 5 each to 800 mn equity shares of Rs. 5 each to accommodate the proposed issuance of equity shares. This will require alteration to the capital clause in the Memorandum of Association of the company.


ENGINEERS INDIA LTD

Amendment in Article 4 of Articles of Association of the Company regarding Share Capital.

The company proposes to modify its authorized equity share capital from 600 mn equity shares of Rs. 5 each to 800 mn equity shares of Rs. 5 each to accommodate the proposed issuance of equity shares. This will require alteration to the capital clause in its Articles of Association.


ENGINEERS INDIA LTD

Issue of Bonus Shares by way of Capitalization of Reserves.

Since the reserves and surplus of the company is ~15 times of its paid up share capital, the company is required to consider issue of bonus shares in order to comply with the DIPAM guidelines. Post issuance of bonus share, the equity share capital of the company will increase to Rs. 3. 37 bn comprising 673. 8 mn equity shares of Rs. 5 each. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.


TATA CHEMICALS LIMITED

We believe Cyrus Mistry’s position as a director of Tata Chemicals was a direct consequence of his position as Chairperson of Tata Sons. With his removal as Chairperson of Tata Sons, his continuing on Tata Chemicals’ board as a non-independent director becomes untenable. While this must not be construed as an endorsement of his removal from Tata Sons’ Chairpersonship, we believe his not being on the board will provide the Tata group a clean slate to fix the larger structural issues of the group.



Nusli Wadia’s support for Cyrus Mistry is purportedly causing harm to the interests of the Tata Group. But no evidence is provided to support this claim. Having said so, Nusli Wadia has now filed a defamation case against Tata Sons. As the situation continues to develop, we believe that the relationship between Nusli Wadia and the Tata group has deteriorated to the level of being antagonistic. The lawsuit, and the amounts (Rs. 30 bn) demanded as reparations, is significant evidence to suggest that Nusli Wadia’s presence in the boardroom is likely to be a distraction.



Appointment of Mr. Bhaskar Bhat as a Director of the Company.

Bhaskar Bhatt resigned in November 2016 claiming that the statement of the independent directors (which supported Cyrus Mistry) diluted his views on the threat the company faced, in taking a stance against its principal shareholder by supporting Cyrus Mistry. This concern, if legitimate, can have longer-term operational ramifications for the company: therefore, the issue should have been pursued and debated further at the board level. By taking a hasty decision to resign, he let go of an opportunity to balance the narrative and provide a more considered view for the benefit of all stakeholders. However we support his fresh appointment, because we believe he should not have resigned, but remained on the board all along.



Appointment of Mr. S. Padmanabhan as a Director of the Company.

S Padmanabhan replaced N S Rajan (who part of now disbanded Group Executive Council) as Head of Group Human Resources, Tata Sons. His appointment is in line with the statutory requirements.



To give loan(s) to any person or other body corporate; give any guarantee(s) or provide any security(ies) in connection with a loan to any other body corporate or person; acquire by way of subscription, purchase or otherwise the securities of any other body corporate(s), for an amount not exceeding Rs. 2,500 Crores (Rupees Two Thousand Five Hundred Crores Only), outstanding at any time, under Section 186 of the Companies Act, 2013 read with Rules framed thereunder.

The company requires these limits to manage its existing order book and bid for new projects. Revenues in FY16 have grown by 1. 75x over previous years, and order book on 30 September 2016 stands at Rs. 57. 6bn. The most immediate requirement – of upto Rs. 5bn - is for the Rs. 28. 3bn Mumbai Metro Rail project awarded to a joint venture between ITD, Continental Engineering Construction, Taiwan and Tata Projects. While we support the resolution given that it is needed to fuel growth, we are also concerned that some of the guarantees, loans, or securities may be provided to loosely-formed association structures, rather than corporates.


TATA MOTORS FINANCE LTD CP 02FEB2017 IPA IDBI BANK DP IN300450 RED 10822199

Scheme of Arrangement made under section 391 to 394 of the Companies Act 1956, for transfer by the Company of its undertaking comprising the new vehicle finance business including its assets & liabilities comprising part of that undertaking (Transferred undertaking) to its subsidiary, Sheba Properties Limited








TATA MOTORS FINANCE LTD CP 26DEC2016 IPA IDBI BANK DP IN300450 RED 10822199



TATA MOTORS FINANCE LTD CP MD 15SEP2017 IPA IDBI BANK DP IN300450 RED 10822199



TATA POWER CO LTD

We believe Cyrus Mistry’s position as a director of Tata Power was a direct consequence of his position as Chairperson of Tata Sons. With his removal as Chairperson of Tata Sons, his continuing on Tata Power’s board as a non-independent director becomes untenable. While this must not be construed as an endorsement of his removal, we believe his not being on the board will provide the Tata group a clean slate to fix the larger structural issues of the group.



Shareholder


Management

recommendation


)





5-Jan-17 OIL INDIA LTD Postal Ballot Management Issue of Bonus shares For For

6-Jan-17 Postal Ballot Management For For



7-Jan-17 Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted

7-Jan-17 Postal Ballot Management For Abstain Due to administrative reasons, voting could not get casted




11-Jan-17 HIKAL LIMITED Postal Ballot Management For For

12-Jan-17 WOCKHARDT LTD Postal Ballot Management For For





Special resolution for Shifting of Registered Office from State of West Bengal to State of Uttar Pradesh.

The company has bagged multiple contracts in the northern part of India and offices of many of its clients are situated in north India. Therefore, in order to run and administer the company’s affairs conveniently and more economically, and for better co-ordination with client organizations, the company proposes to shift its office to Uttar Pradesh. The company has clarified that the registered office will most likely be situated at Noida.



Special resolution under Section 180(1)(a) of the Companies Act, 2013 for Sale, Transfer, and/or disposal of Wind Assets.

Techno Electric has decided to exit the wind power business because it has a lower return on equity that the company’s core business: this segment accounts for about 7% of revenues and 10% of EBIT. The company may decide to sell these assets either to a wholly-owned subsidiary – Simran Wind Project Limited – or to a third party. Although there are no disclosures on expected consideration, previous sales of wind power assets have been at reasonable valuations.



Special Resolution to consider and approve Buyback of fully paid up Equity Shares by Balrampur Chini Mills Limited not exceeding 1,00,00,000 (One Crore) Equity Shares of Re. 1/- each for an aggregate amount of upto Rs. 175,00,00,000/- (Rupees One Hundred Seventy Five Crores Only) being 14.72% of the total paid-up Equity Share Capital and Free Reserves of the Company as on March 31, 2016 (being the date of the last audited accounts of the Company), at a price of Rs. 175/- (Rupees One Hundred Seventy Five Only) per Equity Share on a proportionate basis through the ?Tender Offer? route using the stock exchange mechanism in accordance and consonance with the provisions contained in the SEBI (Buy Back of Securities) Regulations,1998, the Companies Act, 2013, Rules madethereunder and other applicable circulars, clarifications and notifications.

The buyback price is at a 42% premium to current market price and about 3. 5x the book value. The company proposes to fund this buyback through the funds generated by the release of working capital. Promoters will participate in the buyback to the extent of their shareholding. While we support the resolution because the buyback quantum is small – 4. 1% of paid-up share capital – we are concerned that given the cyclical nature of the business, the company will once again increase debt levels to fund future working capital expansions.



Special Resolution under section 68 of the Companies Act, 2013 for Buyback of shares of the Company

At the maximum buyback price of Rs. 850 per equity share, the company will buyback 0. 94 mn equity shares (maximum 1 mn equity shares can be bought back resulting in a 2. 0% reduction in the equity share capital). The promoters will participate in the buyback. The buyback will enable the company to distribute its surplus cash to its shareholders, and improve return ratios.

January , 2017 to March , 2017

Since the reserves and surplus of the company is ~36 times of its paid up share capital, the company is required to consider issue of bonus shares in order to comply with the DIPAM guidelines. Post issuance, the equity share capital of the company will increase to Rs. 8. 01 bn comprising 801. 5 mn equity shares of Rs. 10 each. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.


HINDUSTAN PETROLEUM CORPORATION

Approval for issue of Non-Convertible Bonds/Debentures

The proceeds will be utilized for ongoing capital expenditure and other general corporate purposes. The proposed issuance will be within the company’s overall borrowing limit of Rs. 300 bn over and above the networth of the company.


TUBE INVESTMENTS OF INDIA LTD

Special Resolution under section 62(1) (b) of the Companies Act, 2013 and the Rules thereunder for the Tube Investment of India Ltd. Employee Stock Option Plan 2016 ("ESOP 2016") and grant of Stock Options to eligible Employees of the Company under the ESOP 2016.

Under ESOP 2016, a maximum of 3.7 mn stock options will be granted resulting in a dilution of around 2.0%. These options will vest between one year and four years from the date of grant. The exercise period will be five years from the date of vesting. The implementation will be done directly by the company through issue of new shares. The company will follow fair value method to value the options. As the exercise price of the options is market price, we do not expect the scheme to have a significant impact on the profitability of the company.


TUBE INVESTMENTS OF INDIA LTD

Special Resolution under section 62(1) (b) of the Companies Act, 2013 and the Rules thereunder for granting Stock Options to eligible Employees of the Company's subsidiaries under the ESOP 2016

The company requires shareholder approval in a separate resolution to extend the ESOP 2016 benefits to the employees of subsidiaries.


MINDA INDUSTRIES LIMITED

Special Resolution under Section 180(1)(a) read with section 110, section 188 and other applicable provisions, if any, of the Companies Act, 2013, for consent of the members to hive off, sell, transfer, assign or otherwise dispose off the Battery Division of the Company to Minda Storage Batteries Private Limited.


MINDA INDUSTRIES LIMITED

Special Resolution under Section 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, to issue, offer and allot securities of an aggregate amount upto Rs. 500 Crores by way of a Public pr Private Placement.



Approval for alteration of Articles of Association of the Company for adoption of new set of Articles in alignment with the Companies Act, 2013.

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. The proposed changes to their AoA are available on their website.



Approval for Employee Stock Option Plan 2016 (‘ESOP 2016’) and grant of Stock Options to Employees of the Company under the ESOP 2016.

Under the proposed scheme, a maximum of 14. 58 mn stock options will be granted. Although the exercise price has not been specified, we expect the company to continue its past practice of issuing stock options at market price.



Approval for grant of Stock Options to the Employees of the Company's subsidiaries under the ESOP 2016.

Coromandel International proposes to extend the ESOPs to employees of its subsidiaries within the overall ceiling of 14. 58 mn options.


Ordinary Resolution under Section 188 of the Companies Act, 2013 to seek the shareholders / members approval to appoint Mr. Anish Swadi as President - Business Development & Strategy' of the company for the period from 1st April 2017 to 30th September 2019

Anish Swadi is son-in-law of Jai Hiremath (Chairman and Managing Director). He joined the company in 2005, after working for seven years at Merill Lynch in the US. He has been actively involved in developing new business opportunities and strategic planning of the company since then. The remuneration payable to him in FY18 will not exceed Rs. 12.12 mn (including allowances, PF and perquisites). As a good governance practice, the company has provided an absolute cap on the total remuneration.


Revision in remuneration of Dr. H. F. Khorakiwala, Executive Chairman

Habil Khorakiwala’s proposed remuneration of Rs 34.6 mn is 1.6 times his remuneration for FY16 of Rs 13.3 mn. The proposed remuneration is commensurate with company performance and that paid to peers in the pharmaceutical industry.


Revision in remuneration of Dr. Huzaifa Khorakiwala, Executive Director

Huzaifa Khorakiwala’s proposed remuneration of Rs 30.6 mn is 1.3 times his remuneration for FY16 of Rs 13.3 mn. The proposed remuneration is commensurate with company performance and that paid to peers in the pharmaceutical industry.


Revision in remuneration of Dr. Murtaza Khorakiwala, Managing Director

Murtaza Khorakiwala’s proposed remuneration of Rs 30. 6 mn is 1. 3 times his remuneration for FY16 of Rs 13. 3 mn. The proposed remuneration is commensurate with company performance and that paid to peers in the pharmaceutical industry.



Shareholder


Management

recommendation


)



17-Jan-17 RBL BANK LIMITED EGM Management For For

17-Jan-17 CCM Management For For



23-Jan-17 CCM Management For For






ASHOK LEYLAND LTD

Alteration of the Objects Clause and Liability Clause of the Memorandum of Association of the Company

The Board of Ashok Leyland Limited had approved the draft scheme of amalgamation of Hinduja Foundries Limited (HFL) with itself at the meeting held on 14 September 2016. Upon the scheme of amalgamation becoming effective, in order to carry on the business of HFL by the company, the main objects of HFL is proposed to be incorporated in the main objects clause of the MOA of the company. The existing MoA of the company are based on the Companies Act, 1913. The Companies Act, 2013, which is now largely in force, require stating the Objects clause of the MoA in a different manner.


ASHOK LEYLAND LTD

Increase in the number of stock options under Ashok Leyland Employees Stock Option Plan 2016

Ashok Leyland Limited had launched AL ESOSP 2016 at the AGM held on 21 July 2016. The company proposes to increase the total number of stock options under AL ESOP 2016 from the present limit of 4. 27 mn to 14. 23 mn stock options (0. 5% of the paid-up equity share capital as on 30 September 2016). The company has so far granted 2. 85 mn stock options out of the 4. 27 mn stock options under AL ESOP 2016. The company has not specified an exercise price. Assuming all the options are granted at face value, the cost per year (for entire 14. 23 mn stock options) will aggregate to Rs. 215. 2 mn (assuming a vesting period of five years). This represents 2% of the consolidated FY16 PAT. Given the size of the scheme and intrinsic mode of accounting adopted by the company, the dilution and cost implications for the scheme is expected to be marginal.


Ratification of Employee Stock Option Plan 2013 of RBL Bank Limited.

The grant of the 11. 4 mn options will result in a dilution of about 3%. The bank has clarified that the grant of options will most likely be at market price, or at a discount of around 5-10% to the market price. In the past, when the bank was unlisted, stock options have been granted at a premium over fair value, and hence the above is aligned with the past trend. We believe the scheme will help employee retention, and will have minimal cost implications. We raise concerns over the transparency of this resolution, because the exercise price was not clearly provided.



Composite Scheme of Arrangement between Sintex Industries Limited and Sintex Plastics Technology Limited and Sintex-BAPL Limited and Sintex Infra Projects Limited and their respective shareholders and creditors (“Scheme”)

Sintex Industries Limited has two businesses. Textiles and plastics. It proposes to demerge its plastics business to Sintex Plastics Limited, a wholly-owned subsidiary. It further proposes to transfer the custom moulding segment of the plastics business to Sintex-BAPL Limited, and the prefab segment to Sintex Infra Projects Limited. Sintex-BAPL Limited and Sintex Infra Projects Limited are wholly owned subsidiaries of Sintex Plastics Limited. Post demerger, Sintex Plastics Limited will be listed separately and will be the holding company for the plastics business; shareholders will be allotted one equity share of Sintex Plastics Limited for each share held in Sintex Industries. The textiles and plastics businesses are unique and have distinct opportunities and risk profiles. Further, the demerger will help ensure sharper focus on the plastics business. The listing and allotment of shares of the plastics business will allow shareholders to participate in both the textiles and plastics businesses.



Special Resolution to enhance Borrowing Powers of the Company.

The limit enhancement relates largely to an increase in non-fund based limits: the company needs to provide bank guarantees to bid for projects, and for project execution.



Special Resolution to enhance power of Board to Mortgage, Hypothecate, Pledge, Creation Of Charge.



ASHOK LEYLAND LTD

Approval of the Scheme of Amalgamation of Hinduja Foundries Limited with Ashok Leyland Limited and their respective shareholders and creditors

Hinduja Foundries is engaged in the business of grey iron castings and supply of automotive components and is a major supplier of casting and related products for Ashok Leyland (33% in FY14). Hinduja group holds 53. 25% voting rights in Hinduja Foundries out of which Ashok Leyland holds 7. 57% (excluding the shares issued to the overseas depository for underlying GDRs). The entire preference share capital of Hinduja Foundries is held by Ashok Leyland. Ashok Leyland will issue 80. 7 mn of its equity shares to shareholders of Hinduja Foundries (40 shares of Ashok Leyland for 100 shares of Hinduja Foundries) resulting in a 2. 8% dilution. Upon the scheme becoming effective, Ashok Leyland’s shareholding in Hinduja Foundries will be extinguished and Hinduja Foundries will stand dissolved. Based on the swap ratio, Hinduja Foundries is valued at Rs. 7. 0 bn on the day of the announcement of the amalgamation (14 September 2016) which is at a 38. 5% discount to the market capitalization. However, if we consider the six month and one year average price (prior to the date of announcement of amalgamation), the discount comes down to 16. 8% and 6. 5% respectively. Hinduja Foundries’ products are critical to Ashok Leyland and the exchange ratio appears reasonable.


ASHOK LEYLAND LTD

Approval of the Scheme of Amalgamation of Hinduja Foundries Limited with Ashok Leyland Limited and their respective shareholders and creditors

Hinduja Foundries is engaged in the business of grey iron castings and supply of automotive components and is a major supplier of casting and related products for Ashok Leyland (33% in FY14). Hinduja group holds 53. 25% voting rights in Hinduja Foundries out of which Ashok Leyland holds 7. 57% (excluding the shares issued to the overseas depository for underlying GDRs). The entire preference share capital of Hinduja Foundries is held by Ashok Leyland. Ashok Leyland will issue 80. 7 mn of its equity shares to shareholders of Hinduja Foundries (40 shares of Ashok Leyland for 100 shares of Hinduja Foundries) resulting in a 2. 8% dilution. Upon the scheme becoming effective, Ashok Leyland’s shareholding in Hinduja Foundries will be extinguished and Hinduja Foundries will stand dissolved. Based on the swap ratio, Hinduja Foundries is valued at Rs. 7. 0 bn on the day of the announcement of the amalgamation (14 September 2016) which is at a 38. 5% discount to the market capitalization. However, if we consider the six month and one year average price (prior to the date of announcement of amalgamation), the discount comes down to 16. 8% and 6. 5% respectively. Hinduja Foundries’ products are critical to Ashok Leyland and the exchange ratio appears reasonable.


Entertainment Network India Limited

Ordinary Resolution regarding approval of the material related party transactions

Entertainment Network (India) Limited seeks shareholder approval for related party transactions with BCCL in excess of the materiality threshold of 10% of the consolidated turnover. ENIL proposes to carry out transactions – including sales, purchase of advertisements, sharing of common costs, payment and receipt of rent and leasing/ sale or purchase of assets with BCCL. In FY16, the related party transactions with BCCL accounted for 7. 71% of the consolidated turnover. ENIL has provided a percentage cap instead of a monetary cap. Further, the company secretary has clarified that ENIL proposes to keep the timeline of five years after which shareholders’ approval will be sought again. This timeline is subject to the approval from the Board of Directors of ENIL with requisite majority. The company has clarified that this is an enabling resolution. The transactions are in the ordinary course of business and at arm’s length.



Change of name of the Company from “Crompton Greaves Limited” to “CG Power and Industrial Solutions Limited” and consequential alteration to Memorandum of Association and Articles of Association and other documents of the Company

The proposed change in name from ‘Crompton Greaves Ltd’ to ‘CG Power and Industrial Solutions Ltd’ is initiated to reflect the current business. After the demerger of ‘consumer products’ business into Crompton Greaves Consumer Electricals Limited (CGCEL), the company is engaged in Power Transmission & Distribution and Industrial Business. The change in name of the company requires alteration to charter documents including Articles of Association and Memorandum of Association of the company.


INDIA CEMENTS LTD

Approval for issue of equity shares to Employees under The India Cements Employees Stock Option Scheme 2016 (ESOS 2016)

At the current market price of Rs. 125. 4 per share and exercise price of Rs. 50. 0, the cost of the ESOS 2016 will be Rs. 150. 8 mn. Assuming a vesting period of five years, the company will expense Rs. 30. 2 mn per year (~2. 2% of FY16 consolidated net profit). The options will not be granted to promoters or any of the directors, including independent directors and executive directors: these will be issued only to the employees of the company. While we do not encourage the practice of granting stock options at a discount (in this case, at a discount of ~60% to market price), the expected impact on profit is low.



Shareholder


Management

recommendation


)





8-Feb-17 Siemens Limited AGM Management For Abstain






10-Feb-17 Postal Ballot Management For For


10-Feb-17 Postal Ballot Management For For Mr Michael McMahon is a person of repute and integrity.


12-Feb-17 NBCC (INDIA) LTD Postal Ballot Management For For










Ordinary Resolution for appointment pf Mrs. Suchita Jain as Joint Managing Director of the Company u/s 196, 197, 203, Schedule V of the companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Suchita Jain, 48, is part of the promoter family. She has over 20 years’ experience in textiles industry and served as an Executive Director from 2010 to 2015. Following a break of about a year (during which she remained non-executive director), she is being reappointed in an executive capacity. Her proposed remuneration at Rs. 17. 2 mn is in line with peers and reasonable given the size and scale of operations. The company must disclose the reason for her not serving the company in an executive capacity from 1 April 2015 to 23 August 2016 to the shareholders.



Ordinary Resolution for revison in remuneration being paid to Mr. Neeraj Jain, Joint Managing Director of the Company u/s 196, 197, 203, Schedule V of the companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Neeraj Jain, 48, Joint MD, is a non-promoter executive director. He is associated with the group for past 22 years. In the FY16 AGM, the company appointed him as the Joint MD for three years from 1 April 2016. The company now seeks shareholder’s approval to revise his remuneration from Rs. 11. 1 mn to Rs. 16. 8 mn, which is in line with peers and reasonable given the size and scale of operations. Further, 50% of the proposed remuneration will be variable, which aligns pay with performance.



Ordinary Resolution for revison in remuneration being paid to Mr. Sachit Jain, Joint Managing Director of the Company u/s 196, 197, 203, Schedule V of the companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Sachit Jain (50), Joint MD is the son-in-law of S. P. Oswal and husband of Suchita Jain. He has more than 26 years of experience in the textile industry and has served on the board of the company for last 25 years. In the FY16 AGM, the company reappointed him as the Joint MD for three years from 1 April 2016. The company now proposes to revise his remuneration from Rs. 12. 8 mn to Rs. 18. 0 mn, which is in line with peers and reasonable given the size and scale of operations. Further, 50% of the proposed remuneration will be variable, which aligns pay with performance.



Special Resolution to issue Non-Convertible Debentures (NCDs)/Bonds u/s Section 42 and 71 of the Companies Act, 2013, Rule 14(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014, Companies (Share Capital and Debentures) Rules, 2014.

The company proposes to utilize the proceeds to finance its capex plans, which was estimated at Rs. 10. 0 bn in the FY16 annual report and to meet working capital requirements. The NCDs will be within the overall borrowing limits.





Appointment of Mr. Ashok Kumar Ladha as Non-Executive Independent Director of the Company.



Appointment of Mr. Chander Agarwal as Managing Director of the Company for a period of five years and approval of remuneration thereof.



Appointment of Mr. Murali Krishna Chevuturi as Non-Executive Independent Director of the Company.



Appointment of Mr. Phool Chand Sharma as Whole Time Director of the Company for a period of five years and approval of remuneration thereof.



Appointment of Mr. Prashant Jain as Non-Executive Independent Director of the Company.




Preferential issue of shares to one of the promoter of the company

The post issuance dilution on account of the preferential issue will be 1. 5%, while promoter group’s shareholding will increase by 0. 6% The funds from the issue will be utilized for the funding its existing construction contracts (order book of Rs. 43. 6 bn as on 30 September 2016), expansion of business and also for the repayment/prepayment of debt. Though we draw comfort from the fact that the issue price will be calculated as per SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2009, however, the company should disclose the issue price to shareholders.



Special Resolution to reappoint Mr. Narendra P Sarda (DIN 03480129) as an Independent Director

Narendra P. Sarda (DIN 03480129) was appointed as an independent director on the board, for a period of two years beginning 28 March 2015, until 27 March 2017. His reappointment is in line with all statutory requirements.



Ordinary Resolution to appoint Air Marshal M. McMahon (Retd.) (DIN 00234293) as an Independent Director



Ordinary Resolution to vary/amend terms of payment of remuneration terms of Mr. Anil Khanna (DIN 01334483) Managing Director

Anil Khanna’s (DIN 01334483) FY17 remuneration is estimated at Rs. 51. 1mn: the remuneration includes a Long Term Incentive (LTI) component that aggregates 20% of Rs. 35mn, and which will be paid after a period of 4 years. The company proposes to revise the targets for achieving this long-term incentive: the target will be focussed only towards an EBIT threshold, other goals (including market share) will no longer be determinants of the long-term incentive payout.


Issue of Bonus Shares by capitalization of Reserves.

Post issuance, the equity share capital of the company will increase to Rs. 1. 8 bn comprising 0. 9 bn equity shares of Rs. 2 each. The bonus issue will result in capitalization of Rs. 0. 6 bn from the reserves of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.


DEWAN HOUSING FINANCE CORPORATION LTD

Re-classification of Authorised Share Capital of the Company

The company proposes to reclassify its authorized share capital to Rs. 8. 28 bn comprising 578 mn equity shares of Rs. 10 each and 2. 5 mn non-convertible redeemable cumulative preference shares of Rs. 1,000 each. The reclassification is required to accommodate the proposed issuance of 2. 5 mn non-convertible redeemable cumulative preference shares.



Alteration of the Memorandum of Association of the Company upon reclassification of Authorised Share Capital of the Company

Reclassification of authorized share capital requires alteration to the clause V of the Memorandum of Association of the company.



To consider and approve Issue and Offer of Non-Convertible Redeemable Cumulative Preference Shares on a private placement basis – Offer-1

The Rs. 2. 1bn raised will be largely used for refinancing the existing debt. Part proceeds will also be used to finance the capital requirements of the company and for general corporate purposes.



To consider and approve Issue and Offer of Non-Convertible Redeemable Cumulative Preference Shares on a privateplacement basis – Offer-2

The Rs. 1. 5bn raised will be largely used for refinancing the existing debt. Part proceeds will also be used to finance the capital requirements of the company and for general corporate purposes.




The Rs. 1. 2 bn raised from the issuance will be largely used for refinancing the existing debt. Part proceeds will also be used to finance the capital requirements of the company and for general corporate purposes.




The Rs. 1. 05 bn raised from the issuance will be largely used for refinancing the existing debt. Part proceeds will also be used to finance the capital requirements of the company and for general corporate purposes.




The Rs. 0. 9bn raised from the issuance will be largely used for refinancing the existing debt. Part proceeds will also be used to finance the capital requirements of the company and for general corporate purposes.



Shareholder


Management

recommendation


)



23-Feb-17 EGM Management For For

23-Feb-17 EGM Management For For

3-Mar-17 EGM Management For For

4-Mar-17 GAIL (INDIA) LTD Postal Ballot Management For For

5-Mar-17 Postal Ballot Management For For


7-Mar-17 CCM Management For For




14-Mar-17 BHARTI AIRTEL LTD Postal Ballot Management For For

14-Mar-17 BHARTI AIRTEL LTD Postal Ballot Management For For


16-Mar-17 ITC LTD Postal Ballot Management For For

17-Mar-17 Postal Ballot Management For Abstain





The Rs. 0. 75bn raised from the issuance will be largely used for refinancing the existing debt. Part proceeds will also be used to finance the capital requirements of the company and for general corporate purposes.


TORRENT POWER LTD

Approval for issuance of Secured, Redeemable, Non- Convertible Debentures (NCDs) not exceeding Rs. 1500 Crores (Rupees One Thousand Five Hundred Crores only), at par on a Private Placement basis within the overall borrowing limits of the Company.

The company proposes to utilize the proceeds for completion of its three renewable projects, which are currently under execution, funding future capex and to refinance the existing borrowings. The NCDs will be within the overall borrowing limits (currently Rs. 135 bn).


UNION BANK OF INDIA

Issue of Equity Shares on Preferential Basis to Government of India (GoI) upto Rs. 541 Crore.

The proposed capital infusion will bolster Union Bank of India’s (Union Bank) capital adequacy ratio from its 30 September 2016 level of 11. 19% (Tier 1 capital of 8. 56%). The proposed preferential allotment will increase GoI’s stake to 65. 4% from 63. 4% and result in an estimated dilution of 5. 4% on the expanded capital base for existing shareholders. The capital infusion is necessary to shore up the bank’s capital adequacy levels and fuel growth.


UNION BANK OF INDIA

Issue of Equity Shares on Preferential Basis to Government of India (GoI) upto Rs 180 Crore.

The proposed preferential allotment will increase GoI’s stake to 66. 01% from 65. 4% (after infusion of capital) and result in an additional estimated dilution of 1. 8% on the expanded capital base for existing shareholders. The capital infusion is necessary to shore up the bank’s capital adequacy levels and fuel growth.


GRASIM INDUSTRIES LTD

Increase in limit for investment in the equity share capital of the Company by Registered Foreign Portfolio Investors including Foreign Institutional Investors

The permissible foreign investment limit (through Registered Foreign Portfolio Investor (RFPIs) and Deemed RFPIs) is 24% of the paid-up equity share capital of the company. However, this limit can be increased upto the sectoral cap applicable to Grasim Industries Limited (which is 100% of the paid-up capital) with shareholder approval. At the EGM held on 10 October 2016, the foreign investment limit was increased upto 30% of the paid-up equity share capital of the company. The company is seeking shareholder approval to further increase it to 49%. As on 31 December 2016, RFPIs’ shareholding in Grasim was 21. 84%. The increased limit will give the RFPIs greater headroom in acquiring further stake in the company.


Ordinary Resolution for issuance of bonus shares

Since the reserves and surplus of the company is ~23 times of its paid up share capital, the company is required to consider issue of bonus shares in order to comply with the DIPAM guidelines. Post issuance, the equity share capital of the company will increase to Rs. 16. 9 bn comprising 1. 69 bn equity shares of Rs. 10 each. Issuance will result in capitalization of Rs. 4. 2 bn from the reserves of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.



Approval for sub-division of one equity share of Rs 10/- each into 10 equity shares of Rs 1/- each

Bharat Electronics Limited (BEL) seeks shareholders’ approval to sub-divide equity share of Rs. 10 each into 10 equity shares of Re. 1 each. The company’s shares are listed on BSE and NSE. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market.



Approval for alteration of the capital clause in the memorandum of association of the company

The board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the sub-division of equity share capital.



To approve the proposed Scheme of Arrangement and Amalgamation between Kirloskar RoadRailer Limited,Pneumatic Holdings Limited and Kirloskar Pneumatic Company Limited and their respective shareholders andrelated matters.

The scheme will simplify the holding structure by converting a three-tier structure into a single tier one. There are no material implications for shareholders since there is no change in the economic interest of KPCL’s shareholders pre-scheme and post-scheme.



Increase in the Authorised Share Capital and amendments to the Capital Clause of the Memorandum of Association of Housing Development Finance Corporation Limited.

Given the new ESOP 2017 scheme proposed in subsequent resolution, HDFC proposes to increase its authorised capital from Rs 3.4 bn (1.7 bn shares of Rs 2 each) to Rs 3.5 bn (1.75 bn shares of Rs 2 each) and a consequent amendment in the Capital Clause of the Memorandum of Association.



Approval for issuance of equity shares under Employees Stock Option Scheme – 2017 to the employees and directors of Housing Development Finance Corporation Limited

The dilution will be a maximum of 3.0% of the expanded capital base. The corporation will follow the intrinsic value method to value the options.


APOLLO TYRES LIMITED

Further issue of securities through a Qualified Institutions Placement.

Apollo Tyres is raising funds to support its capital expenditure plans and growth requirements. Assuming current market price of Rs. 181. 75 per share as the issuance price of securities, the company will issue ~82. 5 mn equity shares. The 14% dilution on the expanded capital base is at moderate levels.


Issue of unsecured / secured redeemable Non-Convertible Debentures / Bonds by way of Private Placement

The NCDs which are proposed to be issued will be within the overall borrowing limits of the company.


Transfer of the Company’s investment in its wholly-owned subsidiary, Bharti Airtel International (Mauritius) Limited (“BAIM”), Mauritius to Network i2i Limited, Mauritius, another wholly-owned subsidiary.

The current scheme will consolidate the international operations of the company under one entity and simplify the holding structure. It will not have any impact on the consolidated financials. The consideration of USD 250 mn (~Rs. 17 bn), even if it is debt-funded, is unlikely to materially impact the company’s consolidated performance.


LARSEN TOUBRO LTD

Approval of Scheme of arrangement between Larsen & Toubro Limited(“Transferor Company” or “Applicant Company”) and L&T Valves Limited (“Transferee Company”) and their respective shareholders and creditors which, provides for transfer of the Coimbatore Undertaking of the Applicant Company as a going concern to the Transferee Company under Sections 230-232 of the Companies Act, 2013.

As a part of the overall strategy to shed non-core assets, L&T is streamlining the asset ownership across businesses. Assets owned by L&T in Coimbatore but being used by the valves business are being transferred to L&T Valves. The cash consideration of Rs. 437. 9 mn is negligible in the context of L&T’s size and has no implications to the consolidated performance or ownership.


Special Resolution for alteration of the Objects Clause of the Memorandum of Association of the Company to include 'Healthcare'.

The company proposes to alter its MoA to enable it to expand its services to the healthcare sector. The company believes it can leverage its knowledge in the hospitality and tourism sector to support ‘medical tourism’ in the country.



Approval for entering into Related Party Transaction with Wadhawan Global Capital Private Limited (“WGC”), a Promoter Entity and DHFL Investments Limited (“WOS”), a Wholly Owned Subsidiary of the Company.



STRIDES SHASUN LTD

Capping of Strides' investment in Stelis Biopharma Private Limited

Stelis Biopharma Private Limited (Stelis) has planned restructuring of its business. The restructuring includes focusing on consumer-focused formulation business by carving out commodity API business into a separate company and exiting African generics business and pro-biotics business. The restructuring also entails separate strategy for Stelis Biopharma Private Limited (Stelis). Stelis is a B2B business. In line with its stated objective of focusing on consumer-based formulation business, the company will cap its investment in Stelis to USD 22 mn. The incremental USD 34. 8 mn committed by the company will now be invested by the promoters. This will result in Strides’ shareholding in Stelis to decrease from 74. 9% to 35. 2%. GMS will hold 25. 1% and promoters 39. 6%. The decision aligns then structure with the company’s strategy to focus on consumer-focused formulation business. The investment made by promoters will be at the same valuations at which capital was infused by Strides and GMS.



Shareholder


Management

recommendation


)


24-Mar-17 EGM Management For For


24-Mar-17 EGM Management For Abstain Due to administrative reasons, voting could not get casted

29-Mar-17 ACC LIMITED AGM Management For For

29-Mar-17 ACC LIMITED AGM Management To declare final dividend For For



29-Mar-17 ACC LIMITED AGM Management Appointment of Statutory Auditors For For



29-Mar-17 ACC LIMITED AGM Management Ratification of Remuneration to Cost Auditor For For


30-Mar-17 UPL LIMITED EGM Management For For

30-Mar-17 UPL LIMITED EGM Management For For

31-Mar-17 AGM Management For For




31-Mar-17 AGM Management Appointment of Statutory Auditors For For





Issue of Bonus shares in the ratio of one new equity share for four existing fully paid equity shares by way of Capitalization of Reserves.

To issue the bonus shares, the Board has recommended capitalization of reserves up to Rs. 487. 4 mn. The issue of bonus shares will improve the liquidity of the equity shares traded in the secondary market.


JAIN IRRIGATION SYSTEMS LTD

Issue of Foreign Currency Convertible Bonds (FCCBs) upto USD 75 million to Non-Promoter entities for redemption of FCCCBs worth USD 50 million issued in 2012/2013 and balance USD 25 million fresh issue for permitted use.

The proposed issuance comprises refinancing FCCBs aggregating to USD40 mn issued to International Finance Corporation due on 16 October 2017 and USD 10 mn FCCBs issued to Proparco, France and FMO, Entrepreneurial Development Bank Netherlands. Part proceeds will be used for growth purposes including planned capital expenditure upto Rs. 3 bn. Assuming the current market price of Rs. 91 as the conversion price, the company will issue 55. 2 mn equity shares upon conversion of FCCBs. This is 10. 7% of the post issuance equity share capital of the company. Dilution will be 7. 2% of the paid-up equity share capital based on company’s assumption of Rs. 140 per equity share as the conversion price. The terms of the proposed issuance will be better than the existing terms of outstanding FCCBs.


MAGMA FINCORP LIMITED

Issuance of debt securities pursuant to Sections 42, 71 and 180(1)(c) of the Companies Act, 2013, upto an overall ceiling of Rs. 2000 crores on Private Placement basis

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


FUTURE LIFESTYLE FASHIONS LIMITED

Entering into related party transactions with wholly owned special purpose vehicle(s) for transfer of Identified Investments held by the Company.


To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended December 31, 2016, and the Reports of the Boardof Directors and Auditors thereon.

The auditor report doesn't have any qualifications or critical comments on the book of accounts.


The total dividend outflow including dividend tax for 2016 is Rs. 3. 8 bn, equivalent to the dividend paid out in 2016. The dividend payout ratio for the year is ~64%, in line with that of 2015.


To appoint a Director in place of Mr N S Sekhsaria, having Director Identification Number 00276351, a Non Executive / Non Independent Director who retires by rotation and is eligible for re-appointment.

NS Sekhsaria, 67, is the founder and erstwhile promoter of Ambuja Cements Limited. He retires by rotation and his re-appointment is in line with the statutory requirements.


To appoint a Director in place of Mr Martin Kriegner having Director Identification Number 00077715, a Non Executive / Non Independent Director who retires by rotation and is eligible for re-appointment

Martin Kriegner, 55, is the Head of India for LafargeHolcim Ltd. , the ultimate holding company. He retires by rotation and his re-appointment is in line with the statutory requirements.


The appointment of Deloitte Haskins & Sells LLP is in line with our Voting Policy on Auditor (Re)appointment and complies with the requirements of section 139 of the Companies Act 2013.


Appointment of Mr Neeraj Akhoury as Director

Neeraj Akhoury, 48, is the Managing Director and CEO, ACC Limited. His appointment is in line with the statutory requirements.


Appointment of Mr Neeraj Akhoury as the Managing Director & Chief Executive Officer of the Company

Neeraj Akhoury is a professional and his maximum estimated 2017 remuneration of ~Rs. 73. 2 mn is in line with peers and commensurate with the size and complexity of the company. The erstwhile MD and CEO too (Harish Badami) was paid Rs. 73. 2 mn in 2016, therefore Neeraj Akhoury’s 2017 remuneration is in line with that of ACC’s CEO position.


The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.


**CADILA HEALTHCARE LIMITED

The arrangement embodied in the Scheme of Arrangement between Cadila Healthcare Limited and Zydus Healthcare Limited and their respective shareholders and creditors (“Scheme”).

The proposed transfer of ‘Indian Human Formulations’ business is for a cash consideration equal to its book value of Rs. 693 mn: the consideration is 0. 05 times the revenues, which is low. The transfer will enable the company to consolidate the manufacturing and marketing of ‘Indian Human Formulations’ into Zydus Healthcare Ltd (Zydus Healthcare, a wholly owned subsidiary). The consolidated financial statements of the company will not be impacted as the transaction is with wholly owned subsidiary. However, there is limited information about the performance of the Indian Human Formulations business, for which we raise concerns over the transparency of this resolution.


Approval of UPL Limited - Employees Stock Option Plan 2017.

The exercise price, at Rs. 300 per option, is at significant discount to market price. The overall implications on profitability would be limited – the scheme will cost a little over Rs. 200 mn, which is less than 2% of profits. Further the scheme size is small, and will result in a marginal dilution of 0. 5%.


Grant of options to the employees of the Subsidiary Company(ies) of the Company under Employees Stock Option Plan 2017.

UPL has 77 unlisted subsidiaries that account for 52% of consolidated revenues and 55% of EBITDA. We favour extending the stock option scheme to the employees of subsidiaries.


AMBUJA CEMENTS LIMITED

To receive, consider and adopt :(a) The Audited Standalone Financial Statements of the Company for the Financial Year ended 31st December, 2016, together with the Reports of the Directors and the Auditors thereon; and (b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st December, 2016 and the Report of the Auditors thereon.

The auditor report doesnt have any qualifications or critical comments on the book of accounts.



To declare Dividend on equity shares for the Financial Year ended 31st December, 2016.

The total dividend outflow including dividend tax for 2016 is Rs. 5. 7 bn. The dividend payout ratio for the year is ~59%. Ambuja Cements targets paying out at least 50% of net profit as dividend every year, as part of its dividend policy.



To appoint a Director in place of Mr. B.L. Taparia (DIN: 00016551), who retires by rotation and being eligible, offers himself for re-appointment.

B L Taparia, 66, is the former Company Secretary, Ambuja Cements Limited. He also acts as an advisor for which the company pays him an advisory service fee. He retires by rotation and his re-appointment is in line with the statutory requirements.



To appoint a Director in place of Mr. Ajay Kapur (DIN: 03096416), who retires by rotation and being eligible, offers himself for reappointment.

Ajay Kapur, 51, is the Managing Director and CEO. He retires by rotation and his re-appointment is in line with the statutory requirements.



The appointment of Deloitte Haskins & Sells LLP is in line with our Voting Policy on Auditor (Re)appointment and complies with the requirements of section 139 of the Companies Act 2013.



Ratification of remuneration to the Cost Auditors

The total remuneration proposed to be paid to the cost auditors in 2017 is reasonable compared to the size and scale of operations.



Alteration of Article 149 (2) of the Articles of Association of the Company.

We believe all non-independent directors must periodically seek shareholder approval for continuity and reappointment on the board. However, the managing director will be appointed for a fixed term (usually a maximum of five years), which provides shareholders with an opportunity to vote on the reappointment at periodic intervals.



Shareholder


Management

recommendation


)

31-Mar-17 INFOSYS LTD Postal Ballot Management For For

31-Mar-17 INFOSYS LTD Postal Ballot Management For For D N Prahlad’s appointment is in line with statutory requirements.

31-Mar-17 INFOSYS LTD Postal Ballot Management For For


Ordinary Resolution - Revision in compensation of U B Pravin Rao, Chief Operating Officer & Whole-time Director

U B Pravin Rao’s (DIN: 06782450) proposed remuneration will be a maximum of Rs. 142. 6 mn, of which about 2/3rd is variable and linked to accomplishment of targets. Further the variable pay has an equal component of cash pay and equity-linked pay (stock options and restricted stock units), which centrally aligns his remuneration with the interest of shareholders. The revised terms also include severance pay aggregating 9 months of total fixed pay – around Rs. 34. 7 mn – which is reasonable given his 30+year tenure with the company.


Ordinary Resolution - Appointment of D N Prahlad, as an Independent Director


Special Resolution - To adopt new Articles of Association of the Company in conformity with the Companies Act, 2013

With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles. The draft of the proposed AoA is available on the company’s website with a list of all proposed changes.