Bharti AXA Life Insurance Company Ltd....18-Jul-2018 CAN FIN HOMES LTD. AGM Management Declare final dividend of Rs.2 per share of face value Rs.2 each For For The company proposes

Bharti AXA Life Insurance Company Ltd.Details of Votes cast during the quarter ended : 30 Sep, of the Financial year 2018-2019

Meeting Date Company Name Type ofMeeting

Proposal byManagement

orShareholder

Proposal's Description

Investeecompany’s

ManagementRecommendation

VoteFor/Against/

AbstainReason supporting the vote decision

05-Jul-2018 RELIANCEINDUSTRIES LTD. AGM Management

Adopt ion o f s tanda lonefinancial statements for theyear ended 31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials of a company is a critical exercise whichoften requires first-hand information and properdue diligence. We do not comment on resolutionsfor adoption of financial statements, given thelimited time between receipt of the annual reportand the shareholder meeting, but provide analysisof critical ratios.


Adoption of consolidatedfinancial statements for theyear ended 31 March 2018

For Abstain



Declare final dividend of Rs.6.0 per equity share (facevalue Rs. 10.0)

For ForThe total dividend outflow including dividend taxfor FY18 is Rs. 42. 8 bn. The dividend payout ratiois 12. 7%.

05-Jul-2018 RELIANCEINDUSTRIES LTD. AGM Management Reappoint P.M.S. Prasad as

Director For For

P. M. S. Prasad, 66, is the Whole-time Director,Reliance Industries Limited. He retires by rotationand his reappointment is in line with statutoryrequirements.

05-Jul-2018 RELIANCEINDUSTRIES LTD. AGM Management Reappoint Nikhil Meswani as

Director For For

Nikhil Meswani, 52, is the Whole-time Director,Reliance Industries Limited. He is primarilyresponsible for the petrochemicals division. Heretires by rotation and his reappointment is in linewith statutory requirements.


Reappoint Mukesh Ambani asManaging Director for fiveyears with effect from 19 April2019 and fix his remuneration

For For

Mukesh Ambani ’s past remunerat ion hasremained static at Rs. 150. 0 mn. The proposedremuneration structure remains unchanged fromthat approved during his previous reappointment;the company has clarified that his remuneration isexpected to be in the same range over the newfive-yearterm. His estimated FY19 remuneration ofRs. 150. 0 mn is prudent given the the size andcomplexity of RIL’s business.

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Reappoint Adil Zainulbhai asIndependent Director for fiveyears

For For

Adil Zainulbhai, 64, is the Former Chairperson,McKinsey, India. His current term as independentdirector expires on 31 March 2019. The companyproposes to reappoint him as independent directorfor another five-year term upto 31 March 2024. Hisreappo in tment i s in l ine w i th s ta tu to ryrequirements.


Ratify payment of aggregateremuneration of Rs. 6.1 mn tocost auditors for FY18

For ForThe total remuneration proposed to be paid to thecost auditors in FY18 is reasonable compared tothe size and scale of operations.


Approve private placement ofnon-convertible debentures ofup to Rs.200 bn

For For The issuance will be within the overall borrowinglimit of the company.

18-Jul-2018 CAN FIN HOMES LTD. AGM ManagementA d o p t i o n o f f i n a n c i a lstatements for the year ended31 March 2018

For Abstain


18-Jul-2018 CAN FIN HOMES LTD. AGM ManagementDeclare final dividend of Rs.2per share of face value Rs.2each

For For

The company proposes to declare a dividend ofRs. 2. 0 per share. In FY18, the total dividendincluding dividend distribution tax amounts to Rs.320. 5 mn. The dividend payout ratio is 10. 6% v/s13. 6% in FY17.

18-Jul-2018 CAN FIN HOMES LTD. AGM Management

Reappoint S. A. Kadur (DIN06426985) as Non-ExecutiveNon-Independent Directorliable to retire by rotation

For Against

S. A. Kadur, 59, has been on the company’s boardsince 2013. He has attended 70% of the boardmeetings held in 2018 and 72% (18 out of 25)meetings over the last three years. We expectdirectors to take their responsibilities seriously andattend all board meetings; else, at the very least,75% of the board meetings over a three-yearperiod.


Appoint (Ms.) Bharati Rao( D I N 0 1 8 9 2 5 1 6 ) a s a nIndependent Director for aperiod of two years until 2020

For For

(Ms. ) Bharati Rao, 69, has over 40 years ofexper ience in the banking industry. Herappointment is in l ine with the statutoryrequirements.


A p p o i n t S h r e e k a n t M .Bhandiwad (DIN08120906)as Deputy Managing Directorfor a period of three yearswith effect from 28 April 2018and fix his remuneration

For For

Shreekant M. Bhandiwad has over 24 years ofcommercial banking experience. He started hiscareer as an Officer in Canara Bank in 1994. Hisappointment is in line with statutory requirements.The company proposes to pay him Rs. 2. 5 mn perannum. His remuneration is in line with peers andcommensurate with the size of the company.

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18-Jul-2018 CAN FIN HOMES LTD. AGM ManagementAccept deposits from publicnot exceeding five times thenetworth of the company

For For

As at 31 March 2018, the company’s networth wasRs. 13. 5 bn. The deposits accepted from publicwill not exceed Rs. 67. 5 bn and will be within theborrowing limit of the company. The company’sfixed deposit programme is rated ICRA MAAA(Negative), which denotes high credit quality andcarries low credit risk with a negative outlook. Thecompany’s average cost of borrowing is in line withthe rates at which it proposes to accept depositsfrom public.


A p p r o v e r e l a t e d p a r t ytransactions with CanaraBank for an amount up toRs.50 bn

For For

Cam Fin Homes Limited has been entering intocontracts and arrangements with Repco Banksince incorporation. The company has beenavailing term loans, overdraft facilities, makingpayment of interest, placing short term/ long termdeposits, and collecting/ recovering interest,occupying business premises of the bank on rent,letting business premises to the bank on rent. Thetransactions of the company (mostly in the form ofterm loans) with Canara Bank and its subsidiariesas on 31 March 2018 is Rs. 27. 7 bn. Theproposed transaction to be carried out is in theordinary course of business and at arms-length.

18-Jul-2018 CAN FIN HOMES LTD. AGM ManagementTo increase the borrowinglimit to Rs. 200 bn for a periodof one year

For For

As on 31 March 2018, the company hadoutstanding borrowings of Rs. 139. 3 bn. Thecompany has a c red i t r a t i ng o f ICRAAAA/Negative/ICRA A1+, which denotes highestdegree of safety regarding timely servicing of debtobligations. Incremental debt will be required tofund the growing operations of the company. Debtlevels in an NBFC are typically reined in by theregulatory requirement of maintaining a slatedminimum capital adequacy ratio.


Issue redeemab le non-conve r t i b l e deben tu res(NCDs)/ bonds on a privateplacement basis, aggregatingupto Rs. 60.0 bn

For For

The proposed issue will be within the overallborrowing limit of Rs. 200 bn and consequently,there are no material implications for minorityshareholders.


To issue equity upto Rs 10.0bn through public issue/rightsissue/ preferential issue/private placement/ qualifiedinstitutions placement

For For

At the current market price of Rs. 357. 6 per share,the bank will issue ~28 mn shares. The fresh issueof shares will lead to an equity dilution of ~17. 4%for existing shareholders. The additional capitalwill help the company promote and sustain futuregrowth, while maintain its capital adequacy ratio.

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19-Jul-2018 BAJAJ FINANCE LTD. AGM Management

Adoption of standalone andc o n s o l i d a t e d f i n a n c i a lstatements for the year ended31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials of a company is a criticalexerc ise which of ten requires f i rs t -handinformation and proper due diligence. We donot comment on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting, but provide analysisof critical ratios.

19-Jul-2018 BAJAJ FINANCE LTD. AGM ManagementTo declare final dividend ofRs.4.0 per share (face valueof Rs. 2 each)

For For

Bajaj Finance Ltd. Proposes to pay final dividendof Rs. 4. 0 per share (of face value Rs 2. 0)for FY18. The total dividend outflow (includingdividend tax for FY18) is Rs. 2. 8bn and thepayout for the year is 10. 5% (12. 9% in FY17).

19-Jul-2018 BAJAJ FINANCE LTD. AGM Management To reappoint Rajeev Jain(DIN 01550158) as director For For

Rajeev Jain is the Managing Director and hasbeen since 2015. His reappointment meetsall statutory requirements.

19-Jul-2018 BAJAJ FINANCE LTD. AGM Management

Authorize the board to fixremuneration for SRBC & CoLLP as statutory auditors fromFY19 till FY22 (end of tenure)

For For

The auditors were paid Rs. 7. 4mn in FY18 andRs. 6. 5mn in FY17. The company has notdisclosed the amount of remuneration that will bepaid to the statutory auditors in thefuture. Notwithstanding, we expect the company tobe judicious in future auditorpayouts.

19-Jul-2018 BAJAJ FINANCE LTD. AGM ManagementTo issue non-convert ibledebentures under privateplacement basis

For For

The issuance of debt securities on privateplacement basis will be within the overallborrowing limit of the company. However, theNBFC has not disclosed the quantum ofNCDs that it plans to issue: nevertheless, the NCDissuances are unlikely to materiallyimpact the NBFC’s overall credit quality. AnNBFC’s capital structure is reined in by RBI’scapital adequacy requirements BFL’s outstandingbank loans are rated CRISILAAA/Stable/CRISIL A1+.

20-Jul-2018 TATA STEEL LTD.PARTY PAID AGM Management

Adopt ion o f s tanda lonefinancial statements for theyear ended 31 March 2018

For Abstain


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Adoption of consolidatedfinancial statements for theyear ended 31 March 2018

For Abstain



Declare dividend of Rs.10 perfully paid equity share of faceva lue Rs .10 each andRs.2.504 per part ly paidequity share of face valueRs.10 each

For For

Tata Steel proposes to pay a final dividend of Rs.10 per equity share. The total outflow on accountof dividend was Rs. 13. 8 bn and the dividendpayout ratio was 33. 1%.


Reappoint N Chandrasekaran(DIN: 00121863) as a Non-Executive Non-IndependentDirector, liable to retire byrotation

For For

N Chandrasekaran (DIN: 00121863) is theChairperson of Tata Sons Limited – the holdingcompany and former CEO and Managing Directorof Tata Consultancy Services Limited. Hisreappointment is in l ine with al l statutoryrequirements.


Appoint Saurabh Agrawal(DIN: 02144558) as a Non-Executive Non-IndependentDirector, liable to retire byrotation

For ForSaurabh Agrawal is Group Chief Financial Officer.His appointment is in line with all statutoryrequirements.


Reappoint Koushik Chatterjeea s W h o l e t i m e D i r e c t o rdesignated as Chief FinancialOfficer for five years witheffect from 9 November 2017and fix his remuneration

For For

Koushik Chatterjee is a Tata group veteran. Hisproposed remuneration including bonus isestimated at Rs. 106. 2 mn. This is comparable topeers, and commensurate with the size andcomplexity of the business. The company mustconsider disclosing performance metrics thatdetermines variable pay.


Approve remuneration ofRs .1 .87 mn payab le toShome & Banerjee, costauditors for FY19

For ForThe total remuneration proposed is reasonablecompared to the size and scale of the company’soperations.


I s s u e N o n - C o n v e r t i b l eDebentures upto Rs.120 bnon private placement basis

For For

The proposed issuance will be carved out of thecompany’s Rs. 700 bn borrowing limit, which wasapproved by shareholders in August 2014 postalballot.

26-Jul-2018SHRIRAM

TRANSPORT FINANCECO. LTD.

AGM Management


For Abstain

We believe that a comprehensive review of thefinancials of a bank is critical exercise and requiresfirst-hand information and proper due diligence.We do not comment on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting, but provides analysis ofcritical ratios.

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26-Jul-2018SHRIRAM


AGM Management

Confirm interim dividend ofRs.5 per share and declarefinal dividend of Rs.6 pershare

For ForThe dividend per share for the year is Rs. 11,aggregating to a total dividend of Rs. 3 bn. Thedividend payout is 19% (21. 7% in FY17).

26-Jul-2018SHRIRAM


AGM Management Reappoint Puneet Bhatia as aDirector For Against

Puneet Bhatia (DIN: 00143973) is the MD of TPGCapital India. He is the nominee of TPG India’saffiliate fund, Newbridge India. He has attended33% of board meetings in FY18 and 47% (8 out of17) in the past three years. We expect directors totake their responsibilities seriously and attend allboard meetings: we have a threshold of 75%attendance of the board meetings in the three-years prior to re-appointment.

26-Jul-2018SHRIRAM


AGM Management

Ratify Haribhakti & Co andPijush Gupta & Co. as jointstatutory auditors and fixremuneration of Rs.5.25 mnand Rs.3.15 mn respectivelyfor FY19

For For

S Haribhakti & Co and Pijush Gupta & Co replacedS R Batliboi & Co and G D Apte & Co as thestatutory auditors in the previous AGM. Theirra t i f ica t ion is in l ine wi th the s ta tu toryrequirements. Pijush Gupta & Co have audited thefinancial statements of Shriram group companiesincluding Shriram City Union Finance Ltd (from1999 till 2017). Long association of Pijush Gupta &Co. As statutory auditors may be suggestive oftheir proximity with the group.

26-Jul-2018 INDUSIND BANK LTD. AGM ManagementA d o p t i o n o f f i n a n c i a lstatements for the year ended31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials of a bank is critical exercise and requiresfirst-hand information and proper due diligence.We do not comment on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting, but provides analysis ofcritical ratios.

26-Jul-2018 INDUSIND BANK LTD. AGM ManagementDeclare a dividend of Rs 7.5per share of face valueRs.10.0 each

For ForIndusInd Bank proposes to pay dividend of Rs. 7.5 per share. The dividend payout is 15% (15. 1%in FY17).

26-Jul-2018 INDUSIND BANK LTD. AGM Management Reappoint R. Seshasayee asa Non-Executive Director For For

R. Seshasayee (DIN: 00047985) is the non-execut ive Chai rperson of the bank. Hisreappo in tment i s in l ine w i th s ta tu to ryrequirements.

26-Jul-2018 INDUSIND BANK LTD. AGM Management

Appoint S. R. Batliboi & Co.LLP as statutory auditors forF Y 1 9 a n d f i x t h e i rremuneration

For For

S. R. Batliboi & Co. LLP (of the Ernst & YoungGroup) are replacing Price Waterhouse as thestatutory auditors. Their appointment is in line withstatutory requirements.

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Reappoint Romesh Sobti asMD and CEO for the periodfrom 1 February 2018 to 23March 2020 and f ix h isremuneration

For For

His proposed remuneration of Rs. 67. 8 mn is inline with peers and commensurate with the sizeand scale of operations. Further he will also bepaid an annual performance bonus as may bedetermined by the board the quantum of which hasnot been capped. As a good practice banks mustdisclose an upper-cap on the amount ofremuneration (including commission) that isproposed to be paid to directors.


Reappoint Yashodhan M.Kale as a Non-ExecutiveDirector for the period from 20December 2017 to 15 April2019

For For

Yashodhan M. Kale (DIN: 00013782) is GroupPresident, Corporate Governance & Development,in the Hinduja Group. He has been on the board ofthe bank since 16 April 2015. His reappointment isin line with the statutory requirements.

26-Jul-2018 INDUSIND BANK LTD. AGM ManagementApprove increase in theborrowing limit from Rs 500bn to Rs 750 bn

For For

Given the growth in advances, IndusInd will needfresh funds to meet its capital requirements. Thebank’s infrastructure bonds are rated CRISILAA+/Stable, which indicates a high degree ofsafety regarding timely servicing of financialobligations.

26-Jul-2018 INDUSIND BANK LTD. AGM ManagementApprove issuance of debtsecurities up to Rs.200.0 bnon private placement basis

For ForThe issuance of debt securities on privateplacement basis will be within the bank’s proposedborrowing limit of Rs 750 bn.


Approve increase in theinvestment limit for ForeignPortfolio Investors (FPIs) andForeign Institutional Investors(FIIs) to 74% from 49% of thepaid-up capital

For For

As on 31 March 2018, FPIs/ FIIs held 46. 45%(excluding ADR/GDR) stake in IndusInd Bank. Theincreased shareholding limit for foreign investorswill give the company additional flexibility in raisingcapital.

27-Jul-2018 I T C LTD. AGM Management


For Abstain

We believe that a comprehensive review of thefinancials of a company is critical exercise andrequires first-hand information and proper dued i l i g e n c e . W e d o n o t p r o v i d e v o t i n grecommendations on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting.

27-Jul-2018 I T C LTD. AGM ManagementApprove final dividend of Rs5.15 per share of face valueRe 1.0 each

For For

The total dividend payout (including dividenddistribution tax) for FY18 aggregates to Rs 75. 8bn. The dividend payout ratio for FY18 was 67.4%.

27-Jul-2018 I T C LTD. AGM Management Reappoint Nakul Anand (DIN:00022279) as a Director For For

Nakul Anand oversees the Lifestyle Retailing,Hospitality, Travel & Tourism Businesses. Heretires by rotation and his reappointment is in linewith the statutory requirements.

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27-Jul-2018 I T C LTD. AGM Management Reappoint Sanjiv Puri (DIN:00280529) as a Director For For

Sanjiv Puri has been re-designated as theManaging Director. He retires by rotation and hisreappointment is in l ine with the statutoryrequirements.


Ra t i f i ca t i on o f De lo i t t eHaskins & Sells as statutoryaudi tor and to f ix the i rremuneration at Rs.29.5mnfor FY19

For Against

ITC proposes to ratify Deloitte Haskins & Sells asstatutory auditors: Deloitte Haskins & Sells werefirst appointed as the statutory auditors for ITC inFY10, and last reappointed at the FY14 AGM for aperiod of five years. Prior to that, the company’sauditors were A. F Ferguson & Co for at least 12years (part of the same Deloitte network). Hencethe audit network has a tenure of 21 years. Webelieve this is not in keeping with the spirit ofSection 139 (2) of the Companies Act 2013 readwith the Companies (Audit and Auditor) Rules,2014. The ratification is not in line with our VotingGuidelines on Auditor (Re)appointments.


Appoint John Pulinthanam(DIN: 07881040) as Non-Execut ive Director for aperiod of three years from 27July 2018

For For

John Pulinthanam was appointed as an AdditionalDirector from 16 May 2018. He is the Chairpersonand Managing Director of National InsuranceCompany Limited (NIC). He has been appointedas the representative of the General Insurers’(Publ ic Sector) Associat ion of India. Hisappointment is in l ine with the statutoryrequirements.


Approve re-designation ofSanjiv Puri (DIN: 00280529)to Managing Director fromCEO & Whole-time Directorfrom 16 May 2018

For ForSanjiv Puri was appointed as CEO on 5 February2017. The company now proposes to re-designatehim as Managing Director.


Reappoint Sanjiv Puri (DIN:00280529) as ManagingDirector for a period of fiveyears with effect from 22 July2019 and fix his remuneration

For For

Sanjiv Puri has been re-designated as ManagingDirector from 16 May 2018. He is a professional.His estimated remuneration in FY20 at Rs. 258 mnis commensurate with the size and performance ofthe company. Further, a large proportion of hisremuneration is variable since it is expected toemanate from stock options. Given that stockoptions form a large part of Sanjiv Puri ’sremuneration structure, the company mustconsider disclosing the maximum number of stockoptions it proposes to grant or set a cap (in valueterms) on the aggregate value of stock options hewill be granted as part of his remuneration.

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Reappoint Nakul Anand (DIN:00022279) as Whole-timeDirector for a period of twoyears with effect from 3January 2019 and fix hisremuneration

For For

His estimated remuneration of around Rs. 145 iscommensurate with the size and performance ofthe company. Further, a large proportion of hisremuneration is variable since it is expected toemanate from stock options. Given that stockoptions form a large part of Nakul Anand’sremuneration structure, the company mustconsider disclosing the maximum number of stockoptions it proposes to grant or set a cap (in valueterms) on the aggregate value of stock options hewill be granted as part of his remuneration.


Reappoint Rajiv Tandon (DIN:00042227) as Whole-timeDirector for a period of twoyears with effect from 22 July2019 and fix his remuneration

For For

His estimated remuneration of around Rs. 140 mn,is commensurate with the size and performance ofthe company. Further, a large proportion of hisremuneration is variable since it is expected toemanate from stock options. Given that stockoptions form a large part of Rajiv Tandon’sremuneration structure, the company mustconsider disclosing the maximum number of stockoptions it proposes to grant or set a cap (in valueterms) on the aggregate value of stock options hewill be granted as part of his remuneration.


A p p r o v e r e m u n e r a t i o nbenefits of Yogesh ChanderDeveshwar (DIN: 00044171)a s a N o n - E x e c u t i v eChairperson from 1 April 2019to 4 February 2020

For Against

Yogesh Chander Deveshwar’s aggregateremuneration was about Rs. 194 mn in FY18. Withthe value of stock options, his aggregateremuneration in FY18 was almost in the samerange of that of the CEO, and higher than theother executive directors. We believe that this,along with the fact that he is paid a monthly salaryand granted stock options, does not convey that awell-ordered succession has taken place.


Reappoint Yogesh ChanderDeveshwar (DIN: 00044171)a s t h e N o n - E x e c u t i v eChairperson of the companyfrom 5 February 2020 to 3February 2022

For Against

The resolution requires us to approve an extensionof Yogesh Chander Deveshwar’s term that getsover a year and a half in the future, for further twoyears into the future. The NRC’s and the board’srationale (for the term extension) that ‘the size andcomplexity of the business’ is increasing does notsufficiently explain the need to extend his tenurealmost two years before it gets over: we consider itpremature for the board to extend YogeshDeveshwar’s term.


Approve the continuation ofSahibzada Syed Habib-ur-Rehman (DIN: 00050862) asan Independent Director from2 0 M a r c h 2 0 1 9 t o 1 4September 2019

For For

Recent changes in SEBI’s LODR require directorshaving attained the age of 75 to be reapproved byshareholders through a special resolution. In linewith this regulatory change, Sahibzada SyedHabib-ur-Rehman’s (S S Rehman) term as anIndependent Director requires shareholderapproval: he will cross 75 years on 20 March2019. His continuation is in line with statutoryrequirements.

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R e a p p o i n t S h i l a b h a d r aBanerjee (DIN: 02922331) asan Independent Director for aperiod of five years with effectfrom 30 July 2019

For For

Shilabhadra Banerjee, 70, has been associatedwith the company since 4 February 2010:reappointing him for another five years will result ina cumulative tenure of over 10 years. We believethat the tenure of d i rectors is inverselyproportionate to their independence. Therefore, wewill consider him as non-independent once hecrosses tenure of 10 years.


To set annual commission ata maximum of Rs. 10.0 mnfo r each non-execu t i vedirector for a period of fiveyears

For For

ITC proposes to pay annual commission to eachnon-executive director between Rs. 7 mn and Rs.10 mn, subject to the aggregate commission notexceeding 1% of profits. Having a cap on theamount of commission to be paid to non-executivedirectors is a good practice.


Ratify remuneration of Rs.450,000 (plus reimbursementof actual expenses) for P.Raju Iyer, cost auditors for the‘Paper and Paperboard’ and‘Nicotine Gum’ products ofthe company for the financialyear ending 31 March 2019

For For The proposed remuneration is comparable to thesize and complexity of the business.


Ratify remuneration of Rs.575,000 (plus reimbursementof actual expenses) forShome & Banerjee, costauditors for all products othert h a n t h e ‘ P a p e r a n dPaperboard’ and ‘NicotineG u m ’ p r o d u c t s o f t h ecompany for the financial yearending 31 March 2019

For For The proposed remuneration is comparable to thesize and complexity of the business.

27-Jul-2018 PNB HOUSINGFINANCE LTD AGM Management

A d o p t i o n o f f i n a n c i a lstatements for the year ended31 March 2018

For Abstain



Approve dividend of Rs.9.0per share of face valueRs.10.0 each

For ForThe total dividend payout (including dividenddistribution tax) for FY18 aggregates to Rs. 1. 8bn. The dividend payout ratio for FY18 is 21. 7%.


Reappoint Sunil Mehta asN o n - E x e c u t i v e N o n -Independent Director

For ForSunil Mehta, 59, is MD & CEO, Punjab NationalBank. He retires by rotation and his reappointmentis in line with statutory requirements.

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Reappoint B R Maheswari &Co LLP as statutory auditorsfor five years and fix theirremuneration

For For

B R Maheswari & Co LLP were first appointed asthe statutory auditors in FY13. The reappointmentis in line with our Voting Guidelines on AuditorRotation and with the requirements of Section 139of the Companies Act 2013.

27-Jul-2018 PNB HOUSINGFINANCE LTD AGM Shareholder

Appoint Jayant Dang asIndependent Director for fiveyears with effect from 15March 2018

For For

Jayant Dang, 68, is a Financial Consultant andFormer Managing Director, Escorts FinanceLimited. His appointment as Independent Directorfor f ive years is in l ine with the statutoryrequirements.


Increase borrowing limit toRs.900 bn from Rs.800 bn,authorize board to createcharges on assets to secureborrowings and issue non-convertible debentures uptoRs. 450 bn

For For

On 31 March 2018, the company had outstandingborrowings of Rs. 540. 7 bn, and the capitaladequacy ratio was 16. 7% against a minimum12% as required by regulatory norms. Debt levelsin an NBFC are typically reined in by theregulatory requirement of maintaining a slatedminimum capital adequacy ratio. The increasedborrowing limit will enable the NBFC to focus ongrowth. Further, the company proposes to issuebonds including non-convertible debentures uptoRs. 450 bn, which will be carved out of theborrowing limits. Against the increase in borrowinglimit, the company also proposes to secure itsassets, which is an essential debt-raisingrequirement. While we support the resolution, webelieve the company should have soughtapprovals for borrowings and non-convertibledebentures via separate resolutions as a measureof good corporate governance.


Increase the investment limitfor Foreign Portfolio Investors(FPIs) to 74% from 24% ofthe paid-up capital

For For

PNB Housing falls under the ambit of ‘otherfinancial services’ where 100% of foreigninvestment is allowed under the automatic route.The company is therefore proposing to enhancethe FPI investment limit up to 74% of the paid-upequity capital. The current FPI investment in thecompany (on 31 March 2018) is over 19%.


A p p r o v e P N B H o u s i n gEmployees Stock OptionScheme I I , 2018 (ESOP2018) under which 2.4 mnstock options will be issued

For For

The company proposes to issue 2. 413 mn stockoptions. The exercise price will be equivalent tothe fa i r market va lue on date of grant ;consequently, the cost impact of the scheme willbe limited.

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30-Jul-2018 BHARTI AIRTEL LTD. NCM Management

Approve slump sale of opticalfibre cable undertaking toTelesonic Networks Limited,an indirect wholly-ownedsubsidiary

For For

Since the transfer is to an indirect wholly-ownedsubsidiary, there will be no impact on consolidatedfinancials. The separation of the optical fibre cablebusiness will allow greater focus on the segment.Further, it will provide Bharti Airtel the ability tohive-off and monetize the business in the future.The company has clarified that Telesonic is likelyto fund the transact ion pr imari ly throughinternal/external short-term borrowings. Theincremental debt is unlikely to materially impactthe company’s consolidated performance.

30-Jul-2018HOUSING

DEVELOPMENTFINANCE CORPN. LTD.

AGM ManagementAdoption of standalone andfinancial statements for theyear ended 31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials of a company is a critical exercisewhich often requires first-hand information andproper due diligence. We do not commenton resolutions for adoption of financial statements,given the limited time between receiptof the annual report and the shareholder meeting,but provide analysis of critical ratios.

30-Jul-2018HOUSING


AGM ManagementAdoption of consolidatedfinancial statements for theyear ended 31 March 2018

For Abstain


30-Jul-2018HOUSING


AGM Management

Confirm interim dividend ofRs . 3 .5 per share andapprove final dividend of Rs16.5 per share of face valueRs 2.0 each

For For

The total dividend payout (including dividenddistribution tax) for FY18 aggregates to ~Rs40. 3 bn. The dividend payout ratio for FY18 was33. 2%.

30-Jul-2018HOUSING


AGM Management

Appoint Upendra KumarSinha (DIN:00010336) asIndependent Director for fiveyears from 30 April 2018

For ForU K Sinha is the former Chairman of SEBI. Hisappointment as Independent Director is in linewith the statutory requirements.

30-Jul-2018HOUSING


AGM Management

Appoint Jalaj Ashwin Dani( D I N : 0 0 0 1 9 0 8 0 ) a sIndependent Director for fiveyears from 30 April 2018

For ForJalaj Dani is co-promoter of Asian Paints Ltd. Hisappointment as Independent Director is inline with the statutory requirements.

https://vms.iias.in

30-Jul-2018HOUSING


AGM Management

Ratify the directorship of B SMehta (DIN: 00035019) till 20July 2019 (present term asIndependent Director)

For Against

B S Mehta, 83, is a Chartered Accountant andFounder and Chief Mentor, Bansi S Mehta & Co.He has been on the board of HDFC for over 30years. We believe that the length of tenure isinversely proportionate to the independence of ad i r e c t o r . W e c l a s s i f y B S M e h t a a snonindependentdue to his long association with the company. Ifthe company believes that itwill benefit from B S Mehta serving on the board, itshould appoint him as a Non-Independentdirector.

30-Jul-2018HOUSING


AGM Management

Ratify the directorship of Dr.Bimal Jalan (DIN: 00449491)till 20 July 2019 (present termas Independent Director)

For Against

Dr. Bimal Jalan, 77, is a former Governor of theRBI. He has been on the board of HDFC forover 10 years. We believe that the length of tenureis inversely proportionate to theindependence of a director. We classify Dr. BimalJalan as non-independent due to his longassociation with the company. If the companybelieves that it will benefit from Dr. Bimal Jalanserving on the board, it should appoint him as aNon-Independent director.

30-Jul-2018HOUSING


AGM Management

Ratify the directorship of J. J.Irani (DIN: 00311104) till 20July 2019 (present term asIndependent Director)

For Against

J. J. Irani, 82, is the former MD of Tata Steel Ltd.He has been on the board of HDFC for over10 years. We believe that the length of tenure isinversely proportionate to the independence of adirector. We classify J. J. Irani as non-independentdue to his long association with the company. Ifthe company believes that it will benefit from J. J.Irani serving on the board, it should appoint him asa Non-Independent director.

30-Jul-2018HOUSING


AGM Management

Approve reappointment ofD e e p a k P a r e k h ( D I N :00009078) as director liableto retire by rotation

For For

Deepak Parekh joined HDFC in 1978. He retiredas the MD in December 2009. He has been a non-executive director on the board since January2010. Recent changes in SEBI’s LODR requiredirectors having attained the age of 75 to be re-approved by shareholders through a specialresolution. Deepak Parekh will be 75 years on 18October 2019. In line with this regulatory change,Deepak Parekh’s reappointment as Non-ExecutiveDirector requires shareholder approval. Thereappointment is in l ine with the statutoryrequirements.

30-Jul-2018HOUSING


AGM ManagementApprove issuance of Non-Convertible Debentures of upto Rs. 850 bn

For For The issuance will be within the overall borrowinglimit.

https://vms.iias.in

30-Jul-2018HOUSING


AGM ManagementA p p r o v e r e l a t e d p a r t ytransactions with HDFC Bankfor FY19

For For

HDFC Bank sources home loans for HDFCthrough its branches across India. HDFC, afternecessary due diligence, approves and disbursesthe loans. The loans are booked with HDFC andHDFC Bank is paid commission for its services.Further HDFC Bank periodically purchases theloans and HDFC is paid a fee for servicing thehome loans assigned by it. The audit committeehas already granted approval for assignment/saleof home loans to the bank up to an overall limit ofRs. 320. 0 bn for FY19. The transactions are in theordinary course of business and will be conductedon an arm’s length basis. It will enable HDFC toexpand its reach, leverage on group expertise andcross-sell its products.

30-Jul-2018HOUSING


AGM ManagementA p p r o v e i n c r e a s e i nborrowing limits from Rs 3.5trillion to Rs 5.0 trillion

For For

As on 31 March 2018, the corporation hadoutstanding borrowings of Rs. 3. 2 trillion. In orderto support its growing loan portfolio, HDFC needsto increase its borrowing limit to Rs. 5. 0 trillion.The capital adequacy ratio as on 31 March 2018 is19. 2% (Tier I – 17. 3%) against a minimum of12% (Tier I – 6%) as required by regulatory norms.Debt levels in an NBFC are typically reined in bythe regulatory requirement of maintaining a slatedminimum capital adequacy ratio. The corporationhas a credit rating of CRISIL AAA/Stable/CRISILA1+ and ICRA AAA/Stable/ICRA A1+, whichdenotes highest degree of safety regarding timelyservicing of debt obligations.

30-Jul-2018HOUSING


AGM Management

Approve reappointment ofKeki Mistry (DIN: 00008886)as MD (VC & CEO) for threeyears from 14 November2 0 1 8 a n d t o f i x h i sremuneration

For For

Keki Mistry has been the Vice Chairman &Managing Director since October 2007. Hisproposed pay comprises both short term(commission) and long-term incentives (stockoptions). His proposed fixed remuneration isestimated at Rs 128. 3 mn in FY19 (Rs 119. 3 mnin FY18). His total pay, including the entire valueof ESOP’s granted during the year, computed atfair value, is estimated at Rs 528. 3 mn, (FY18 Rs510. 4 mn). ESOPs are granted every two yearsand form 70-75% of the total pay. We observe thatin the past, remuneration paid to Keki Mistry hasbeen aligned with the performance of thecompany. While the company does not havecomparable peers in the industry, the proposedremuneration is in line with peers in the financialservices sector of similar size and scale.

https://vms.iias.in

31-Jul-2018 IDFC BANK LTD AGM Management

Adoption of standalone &c o n s o l i d a t e d f i n a n c i a lstatements for FYE 31 March2018

For Abstain

We believe that a comprehensive review of thefinancials of a bank is a critical exercise whichoften requires first-hand information and properdue diligence. We do not comment on resolutionsfor adoption of accounts, given the limited timebetween receipt of the annual report and theshareholder meeting, but provide analysis ofcritical ratios.

31-Jul-2018 IDFC BANK LTD AGM ManagementDeclare equity dividend of Rs.0.75 per share (Face Value:Rs. 10)

For ForThe bank proposes to pay equity dividend of Rs 0.75 per share of face value Rs. 10 for FY18, thepayout ratio was 35. 8%.


To reappoint Ms. AninditaSinharay (DIN: 07724555) asdirector liable to retire byrotation

For For

Anindita Sinharay is an Indian Statistical Serviceofficer working as a Director in the Department ofFinancial Services, Ministry of Finance. She wasappointed as a nominee of the Government ofIndia in the AGM of FY17. Her reappointment is inline with all statutory requirements. AnanditaSinharay has attended 3 of 9 (33%) boardmeetings in FY18 and 4 of 10 (40%) meetingssince her appointment in FY17. We expectdirectors to take their responsibilities seriously andattend all board meetings.

31-Jul-2018 IDFC BANK LTD AGM ManagementTo reappoint Deloitte Haskins& Sells as statutory auditorsfor a period of one year

For For

Deloitte Haskins & Sells were appointed asauditors of the Bank at the 1st AGM on 29September 2015, prior to commencement ofbusiness. IDFC Bank proposes to reappoint themfor a period of one year.


To approve offer and issue ofdebt securities on a privateplacement basis upto a limitof Rs 50 bn

For For

These debt instruments issued will be within theBank’s overall borrowing limits. IDFC Bank’s debtis rated ICRA AAA/Stable/ICRA A1+ whichdenotes a reasonable degree of safety regardingtimely servicing of financial obligations. Theseinstruments carry low credit risk.


To reappoint Abhij i t Sen( D I N : 0 0 0 0 2 5 9 3 ) , a sIndependent Director for aperiod of five years till 26 July2023

For ForAbhijit Sen is ex-CFO Citibank Indian Sub-continent. His reappointment as IndependentDirector is in line with all statutory requirements.


To reappoint Veena Mankar( D I N : 0 0 0 0 4 1 6 8 ) , a sIndependent Director for aperiod of five years till 26 July2023

For For

Veena Mankar is Chairperson, SwadhaarFinserve. She is also Chairperson of IDFC Bank.Her reappointment as Independent Director is inline with all statutory requirements.


To reappoint Ajay Sondhi( D I N : 0 1 6 5 7 6 1 4 ) , a sIndependent Director for aperiod of five years till 26 July2023

For For

Ajay Sondhi is Founder & CEO, Sentinel AdvisorsPte. Ltd. Singapore. His reappointment asIndependent Director is in line with all statutoryrequirements.

https://vms.iias.in


To reappoint Rajan Anandan( D I N : 0 2 3 9 5 2 7 2 ) , a sIndependent Director for aperiod of five years till 26 July2023

For Against

Rajan Anandan is Vice President and ManagingDirector of Google South East Asia and India.Rajan Anandan has attended 3 of 9 (33%) boardmeetings in FY18 and 11 of 19 (58%) meetingssince his appointment in December 2015. Webelieve that the attendance level of independentdirectors in board/committee/shareholder meetingsis a critical indicator of the directors’ commitmentlevels towards the company. There is a 75%attendance threshold over three years, whenvoting on their re-appointment.


To reappoint Rajiv Lall (DIN:00131782 ) as Founde rManaging Director and ChiefExecutive Officer, for a periodof 2 years till 30 September2020

For For

Rajiv Lall received Rs 39. 1 mn (no performancebonus or ESOPs were given) in FY18. Weestimate Rajiv Lall will be paid Rs 111. 1 mn. InFY19 (assuming ESOP’s granted and aperformance bonus similar to that in FY17). As agood pract ice, companies must prov idereasonable information to enable shareholders tomake judicious decisions including providing a cap(in absolute amounts) on the variable (long-termand short-term) components of the remunerationstructure.

31-Jul-2018 IDFC BANK LTD AGM Management Alteration to the Articles ofAssociation For For

The Memorandum and Articles of Association ofthe Bank were prepared at the t ime ofincorporation of IDFC Bank in 2014. Since then,there have been many amendments to theCompanies Act, 2013, the Banking Regulation Act,1949 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. Inview of this, the bank proposes certain provisionsof the AoA be altered / deleted and new articles beadded.

03-Aug-2018 BHARTI AIRTEL LTD. NCM Management

Approve acquisition of TataTeleservices (Maharashtra)Limited’s (TTML) consumermobile business

For For

With the acquisition of the consumer mobileundertaking of TTML, Bharti Airtel will add TTML’s29 mn subscribers (on April 2018) to its subscriberbase. Bharti Airtel does not assume any debt onaccount of the acquisition and will instead onlyissue equity shares to the shareholders of TTML.Further, it allows Bharti Airtel to increase itsmarket share at a time when consolidation istaking place across the telecom industry. Thevaluation of the consumer mobile undertaking ofTTML is in line with peers.

06-Aug-2018ADANI PORTS &

SPECIAL ECONOMICZONE LTD.

AGM ManagementA d o p t i o n o f f i n a n c i a lstatements for the year ended31 March 2018

For Abstain


https://vms.iias.in



AGM ManagementDeclare final dividend of Rs.2.0 per share (face value Rs.2.0) for FY18

For For

The total dividend for FY18 is Rs. 2. 0 per equityshare (Rs. 1. 3 paid in FY17). The total dividend(including dividend tax) amounts to Rs. 5. 0 bn andthe dividend payout ratio is 20. 7%.



AGM ManagementDeclare dividend on 0.01%non-cumulative redeemablepreference shares

For For

The company proposes to pay a dividend of Rs. 0.001 per share on 0. 01% non-cumulativeredeemable preference shares, which aggregatesRs. 2,811. 0.



AGM ManagementReappoint Malay Mahadevia(DIN: 00064110) as anExecutive Director

For ForMalay Mahadevia, 55, is an Executive Director andhas been on the board for the past nine years. Hisreappointment meets all statutory requirements.



AGM Management

Ratify appointment of DeloitteHaskins & Sel ls LLP asstatutory auditors for FY19and fix their remuneration

For For

The rat i f icat ion of Deloit te & Sells LLP’sappointment is in line with our Voting Guidelineson Auditor (Re)appointments and with therequirements of Section 139 of the Companies Act2013.



AGM Management Issue securities up to Rs.50.0 bn For For

The maximum potential dilution is estimated to be6. 1%. The company has taken similar approvalsin the past but has not issued securities during thevalidity period of the approval. However, weexpect the company to clearly state the reasonsfor raising funds.



AGM ManagementApprove private placement ofnon-convertible debentures(NCDs)

For For

The issuance will be within the overall borrowinglimit of the company (currently at Rs. 250. 0 bn).However, the company has not disclosed thequantum of NCDs that it plans to issue.

07-Aug-2018 MAHINDRA &MAHINDRA LTD. AGM Management


For Abstain

We believe that a comprehensive review of thefinancials of a company is critical exerciseand requires first-hand information and proper duediligence. We do not comment onresolutions for adoption of financial statements,given the limited time between receipt ofthe annual report and the shareholder meeting, butprovides analysis of critical ratios.

07-Aug-2018 MAHINDRA &MAHINDRA LTD. AGM Management Declare dividend of Rs.7.5

per share For ForThe total dividend for the year amounts to Rs. 10.5 bn. The dividend payout is 24. 2% (23. 5% inFY17).

07-Aug-2018 MAHINDRA &MAHINDRA LTD. AGM Management R e a p p o i n t A n a n d G .

Mahindra as a Director For ForAnand G. Mahindra (DIN: 00004695) is thepromoter Chairperson of M&M. His reappointmentis in line with the statutory requirements.


Ra t i f y r emune ra t i on o fRs.0.75 mn for D C Dave &Co. as cost auditors for FY19

For ForThe remuneration to be paid to the cost auditor isreasonable compared to the size and scale of thecompany’s operations.

https://vms.iias.in


Reappoint M M Murugappanas an Independent Directorfor a period of two years w.e.f8 August 2018

For For We vote in favour as it is in the best interest of theshareholders.


Reappoint Nadir B. Godrej asan Independent Director for aperiod of two years w.e.f 8August 2018

For For We vote in favour as it is in the best interest of theshareholders.


Approve issuance of non-conve r t i b l e deben tu res( N C D s ) o n a p r i v a t eplacement basis up to Rs.50bn

For For The issuance wil l be within the approvedborrowing limits of the company.

08-Aug-2018 BHARTI AIRTEL LTD. AGM Management


For Abstain


08-Aug-2018 BHARTI AIRTEL LTD. AGM ManagementDeclare final dividend of Rs.2.5 per equity share (facevalue Rs. 5.0)

For For

Bharti Airtel has proposed a final dividend of Rs. 2.5 per equity share of face value Rs. 5. 0 for theyear ended 31 March 2018. It has already paid aninterim dividend of Rs. 2. 84 per equity share inFY18. Therefore, the total dividend per share inFY18 was Rs. 5. 34 per share. The total dividendoutflow including dividend tax for FY18 is Rs. 25. 7bn.

08-Aug-2018 BHARTI AIRTEL LTD. AGM ManagementReappoint Rakesh Mittal asN o n - E x e c u t i v e N o n -Independent Director

For For

Rakesh Mittal is part of the promoter family andChairperson, Bharti AXA Life Insurance CompanyLimi ted. He re t i res by ro ta t ion and h isreappo in tment i s in l ine w i th s ta tu to ryrequirements.

08-Aug-2018 BHARTI AIRTEL LTD. AGM ManagementReappoint Ms. Tan TongChoo as Non-Executive Non-Independent Director

For For

Ms. Tan Yong Choo is VP (Group Finance),Singtel Group. She retires by rotation and herreappo in tment i s in l ine w i th s ta tu to ryrequirements.


Ratify Deloitte Haskins &Sells as statutory auditors forfour years and f ix thei rremuneration

For For

Their ratification is in line with our VotingGuidelines on Auditor (Re)appointments and withthe requirements of Section 139 of the CompaniesAct 2013.

https://vms.iias.in


Reappoint Craig Ehrlich asIndependent Director for fiveyears with effect from 29 April2018

For For

Craig Ehrlich, 63, is the Chairperson of CarmelVenture Asia, a venture capital company. He hasbeen on the board for nine years. The companyconfirms that including his attendance via audiopresence, his attendance over the past three yearsis 85% (17 out of 20 meetings). His reappointmentis in line with statutory requirements. We willconsider him as Non-Independent once his overalltenure on the board exceeds ten years.


Al ter Ar t ic le 133 of theArticles of Association (AoA)to empower the board todec ide i f the ManagingDirector or Whole T imeDirectors will be eligible toretire by rotation

For For

In the proposed alteration to the AoA, thecompany has empowered the board to decide ifexecutive directors will be liable to retire byrotation: the proposed change is an improvementover the existing articles which did not require theoffice of the Managing Director and Whole-timeDirectors to be liable to retire by rotation. Webelieve that companies must seek periodicshareholder approval for cont inu i ty andreappointment of all directors.


Make the directorship ofGopal Vittal, MD and CEO(India and South Asia) liableto retire by rotation

For For

Gopal Vittal, MD and CEO (India and South Asia)was not liable to retire by rotation for the durationof his tenure. The company proposes to make hisoffice liable to retire by rotation. This practiceallows shareholders to periodically approve hiscontinuation on the board.


Revise commission for non-executive directors to upto1% of net profits from 0.5% ofnet profits

For For

The proposed payments to non-executive directorsare reasonable. As its profits grow, the companymust consider setting a cap in absolute terms onthe commission payable.


Approve remuneration ofRs.880,000 payable to RJGoel & Co as cost auditors forFY19

For ForThe total remuneration proposed to be paid to thecost auditors in FY19 is reasonable compared tothe size and scale of operations.

20-Aug-2018 L I C HOUSINGFINANCE LTD. AGM Management

Adoption of standalone &c o n s o l i d a t e d f i n a n c i a lstatements for the year ended31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials is a critical exercise which often requiresfirst-hand information and proper due diligence.We do not comment on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting, but provide analysis ofcritical ratios.


To declare dividend of Rs. 6.8per equity share (face valueRs. 2.0)

For ForThe dividend is Rs. 6. 8 per share (face value Rs.2. 0) and pay-out ratio is 20. 8% up from 19. 5%(Rs 6. 2 per share) in FY17.

https://vms.iias.in


To reappoint Savita Singh(DIN-01585328) as directorliable to retire by rotation

For Against

Savita Singh is a partner with the law firm Khaitan& Co. She attended 50% (3 of 6) of the boardmeetings in FY18 and 65% (13 of 20) over the lastthree years. We expect directors to take theirresponsibilities seriously and attend all meetings,else at least 75% of the board meetings over a 3-year period.


To ratify the appointment ofChokshi & Chokshi LLP andShah Gupta & Co. as jointstatutory auditors for one year

For For

LIC Housing Finance Ltd. (‘LICHFL’) reappointedChokshi & Chokshi LLP and Shah Gupta & Co. Asjoint statutory auditors for three years in the AGMof FY16. The ratification of their appointment isl ine w i th our Vot ing Po l i cy on Aud i to r(Re)Appointments and with the provisions ofSection 139 of the Companies Act 2013.


To issue redeemable Non-Convertible Debentures onprivate placement basis up toRs. 480.0 bn

For For

The issuance of debt securities on privateplacement basis wil l be within the overallborrowing l imit of the company. LICHFL’soutstanding Non-Convertible Debentures are ratedCRISIL AAA/Stable/CRISIL A1+ and ICRA A1+:these ratings denote highest degree of safetyregarding timely servicing of financial obligations.These instruments carry low credit risk.


To increase borrowing limitsto Rs 3000 bn from Rs 2000bn

For For

LICHFL’s capital adequacy ratio of 15. 5% ishigher than National Housing Board’s (NHB)minimum requirement of 12%. Considering thegrowth in business and operations of thecompany, its present and future requirements,LICHFL needs fresh funds. Since the housingfinance company is required to maintain its capitaladequacy ratio at levels prescribed by the NHB,we believe that the capital structure will beregulated at all times. The company’s creditratings are CRISIL AAA/Stable/CRISIL A1+ andICRA A1+: these ratings denote highest degree ofsafety regarding timely servicing of financialobligations.

20-Aug-2018 L I C HOUSINGFINANCE LTD. AGM Shareholder

To appoint P. Koteswara Rao( D I N - 0 6 3 8 9 7 4 1 ) a sIndependent Director for 5years from 11 June 2018

For ForP Koteswara was with LIC for 30 years and retiredas Chief (Investment) in March 2016. Hisappointment meets all statutory requirements.

22-Aug-2018 INFOSYS LTD. PostalBallot Management Increase in authorized share

capital For For

Infosys has proposed a bonus issue in ratio of 1:1,in Resolution #3. The current issued and paid upcapital of the bank is Rs 10. 9 bn (divided into 2.18 bn shares of Rs 5. 0 each). The companyproposes to increase its authorised capital from Rs12. 0 bn (divided into 2. 4 bn shares of Rs 5. 0each) to Rs 24. 0 bn (divided into 4. 8 bn shares ofRs 5. 0 each).

https://vms.iias.in

22-Aug-2018 INFOSYS LTD. PostalBallot Management

Alteration of Clause V ofMemorandum of Associationto reflect the increase in theauthorized share capital

For For The increase in authorised share capital requires aconsequent change in Clause V of the MoA.


Issue of one bonus share /stock dividend on ADS forevery share / ADS held

For For

The bonus shares are being issued to improvestock liquidity and to celebrate the 25th year of thecompany’s public listing in India. Infosys will becapitalizing general reserves / retained earnings ofRs 10. 9 bn from overall general reserves /retained earnings of Rs 573. 5 bn (standalonebasis) and Rs 612. 1 bn (consolidated basis) as on31 March 2018. Post-bonus paid up share capitalis expected to be around Rs 21. 8 bn consisting of4. 36 bn equity shares of face value Rs 5 each.


Appoint Michael Gibbs (DIN:08177291), as IndependentDirector for a tenure of 3years upto 12 July 2021

For For

Michael Gibbs is former CIO – BP plc. He wasresponsible for setting and implementing BP’s ITs t ra tegy and p rov id ing compu t ing andte lecommunicat ions technology serv icesworldwide. His appointment as IndependentDirector is in line with all statutory requirements.

23-Aug-2018 MARUTI SUZUKI INDIALTD. AGM Management


For Abstain



Declare f inal dividend ofRs.80 per share (face valueRs. 5.0)

For For

The dividend in FY18 increased to Rs. 80. 0 pershare from Rs. 75. 0 in FY17. The total outflow(including dividend tax for FY18) is Rs. 29. 1bn,and the dividend payout ratio is 37. 7%.


Reappoint Toshiaki Hasuikeas Director, liable to retire byrotation

For For

Toshiaki Hasuike, 60, has been on the board ofMSIL for the past eleven years. He is the SeniorManaging Officer and Executive General Managerof Suzuki Motor Corporation. His reappointment isin line with statutory requirements.


Reappoint Kinj i Saito asDirector, liable to retire byrotation

For For

Kinji Saito, 60 has been on the board of MSIL forthe past six years. He is the Executive GeneralManager- Global Automobile Marketing andDivision General Manager- Asia AutomobileDivision at Suzuki Motor Corporation. Hisreappo in tment i s in l ine w i th s ta tu to ryrequirements.

https://vms.iias.in


Appoint Kazunari Yamaguchias Director (Production) witheffect from 26 January 2018for a period of three yearsand fix his remuneration

For For

Kazunari Yamaguchi, 55 has been associated withSuzuki Motor Corporation since 1986 and his areaof expertise is Production Engineering. Hisproposed remuneration of would range betweenRs. 36 mn and Rs. 52 mn during his term. Theproposed remuneration is comparable to peers,and commensurate with the size and complexity ofthe business.


Ratify remuneration of Rs.0.23 mn for RJ Goel & Co. ascost auditors for FY19

For ForThe total remuneration proposed is reasonablecompared to the size and scale of thecompany’s operations.

23-Aug-2018 MARUTI SUZUKI INDIALTD. AGM Management To amend Article 76(4) of the

Articles of Association (AoA) For For

The company proposes to modify the existingArticle 76(4), by deleting the words “who shall be anon-ret ir ing Director”. Post the proposedamendment, the Managing Director shall continueto be a Suzuki nominee and will be liable to retireby rotation.


To continue the appointmentof R.C. Bhargava as a Non-executive Director from 1April 2019

For For

R. C. Bhargava is currently the Chairman and hasled MSIL’s growth over the past 15 years. Recentchanges in SEBI’s LODR require directors havingattained the age of 75 to be re-approved byshareholders through a special resolution. Theratification of R. C. Bhargava’s appointment is inline with the statutory requirements.


To continue the appointmentof Osamu Suzuki as a Non-executive Director from 1April 2019

For For

Osamu Suzuki, 88 is the Chairman of SuzukiMotor Corporation and has been on the board ofMSIL for 35 years. Recent changes in SEBI’sLODR require directors having attained the age of75 to be re-approved by shareholders through aspecial resolution. The ratification of OsamuSuzuki’s appointment is in line with the statutoryrequirements.

24-Aug-2018 VEDANTA LTD. AGM Management


For Abstain


24-Aug-2018 VEDANTA LTD. AGM Management Confirm first interim dividendof Rs.21.20 per equity share For For

The total outflow on account of dividend payoutaggregates to Rs. 94. 9 bn includingdividend distribution tax. The dividend payout ratiois 130. 8% v/s 77. 2% in FY17.

https://vms.iias.in


Conf i rm the payment ofPre fe rence D iv idend o fRs.0.75 per preference shareat the rate of 7.5% on pro-ratabasis payable till the end ofFY18

For For

On 28 April 2017, Vedanta issued 3. 01 bn 7. 5%preference shares of Rs. 10 eachaggregating to Rs. 30. 1 bn to non-controllingshareholders of Cairn India as a partconsideration for merger with Cairn India. On pro-rata basis the dividend on preferenceshares aggregates to Rs. 2. 5 bn (includingdividend tax).

24-Aug-2018 VEDANTA LTD. AGM Management Reappoint GR Arun Kumar(DIN:01874769) as Director For For

GR Arun Kumar is the Chief Financial Officer ofthe company. His reappointment is in linewith all statutory requirements.


Reappoint Navin Agarwal asW h o l e t i m e D i r e c t o r(Chairperson) for a five-yearterm effective 1 August 2018and fix his remuneration

For For

Navin Agarwal is one of the founders of thecompany. He is associated with the companyfor over 25 years. He is Executive Chairperson ofVedanta Limited and Executive ViceChairperson of holding company – VedantaResources PLC. His proposed remuneration isestimated at Rs. 239 mn. This is commensuratewith the size and scale of the company’soperations. Navin Agarwal holds executivepositions in two group companies. While wegenerally donot encourage this as a practice, we support thisresolution as there are strong businesslinkages between the two entities. The companymust consider setting an absolute cap onhis commission and disclose the value of stockoptions he is likely to be granted each year.


Reappoint Ms. Lal i ta D.Gupte (DIN:00043559) asIndependent Director effectivefrom 29 January 2018 to 10August 2021

For ForMs. Lalita D Gupte is the former joint-managingdirector of ICICI Bank. Her reappointmentis in line with all statutory requirements.


R e a p p o i n t R a v i K a n t( D I N : 0 0 0 1 6 1 8 4 ) a sIndependent Director effectivefrom 29 January 2018 to 31May 2019

For ForRavi Kant is the former Managing Director andVice Chairman of Tata Motors. His reappointmentis in line with all statutory requirements.

24-Aug-2018 VEDANTA LTD. AGM Shareholder

A p p o i n t U K S i n h a( D I N : 0 0 0 1 0 3 3 6 ) a sIndependent Director effectivefrom 13 March 2018 to 10August 2021

For ForUK Sinha is the former Chairperson of Securitiesand Exchange Board of India. His appointment isin line with all statutory requirements.

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Reappoint Tarun Jain asWholetime Director from 1April 2018 to 31 March 2019and fix his remuneration

For For

Tarun Jain is a Chartered Accountant with over 35years of experience in corporate f inance,corporate strategy, business development andmergers and acquis i t ions. His proposedremuneration is estimated at Rs. 134. 5 mn. Thisis commensurate with the size and complexity ofthe company’s operations. The company mustdisclose the value of stock options he is likely tobe granted each year.


Approve remuneration ofR s . 1 . 9 m n p a y a b l e t oRamnath Iyer & Co andShome and Banerjee, costauditors for FY19

For ForThe total remuneration proposed to be paid to thecost auditors is reasonable compared to the sizeand scale of operations.


Approve issuance of Non-Convertible Debentures andother debt securities uptoRs.200 bn on a pr ivateplacement basis

For For

The issuance will be within approved borrowinglimits of Rs. 800 bn. The company’s borrowingprogrammes are rated CRISIL AA/Positive/CRISILA1+: these ratings denote a high degree of safetywith respect to timely servicing of financialobligations.

27-Aug-2018 ADITYA BIRLACAPITAL LTD. AGM Management


For Abstain



Appoint Kumar MangalamBirla (DIN: 00012813) as theN o n - E x e c u t i v e N o n -Independent Chairperson

For ForKumar Mangalam Birla, 51, is the Chairperson ofthe Aditya Birla Group. His appointment is in linewith all statutory requirements.


Appoint Dr. Santrupt Misra(DIN: 00013625) as a Non-Executive Non-IndependentDirector

For ForDr. Santrupt Misra, 52, is the Group HR Head ofthe Aditya Birla Group. His appointment is in linewith all statutory requirements.


Appoint Sushil Agarwal (DIN:0 0 0 6 0 0 1 7 ) a s a N o n -Executive Non-IndependentDirector

For For

Sushil Agarwal, 55, is the Group CFO of the AdityaBirla Group and is also an Executive Director andCFO of Grasim Industries Ltd. His appointment isin line with all statutory requirements.

28-Aug-2018 BHARTI AIRTEL LTD. NCM Management

Approve transfer of TataTeleservices Limited’s (TTL)consumer mobile businessinto Bharti Airtel Limited andBharti Hexacom Limited, a70% subsidiary

For For

With the acquisition of the consumer mobileundertaking of TTL, Bharti Airtel will add TTL’ssubscribers to its subscriber base. Bharti Airteldoes not assume any debt on account of theacquisition and will instead only issue a nominalamount of preference shares to the shareholdersof TTL. Further, it allows Bharti Airtel to increaseits market share at a time when consolidation istaking place across the telecom industry.

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03-Sep-2018 IDFC BANK LTD NCM Management

Approve the scheme ofamalgamation of Capital FirstLtd. and Capital First HomeFinance Ltd. and Capital FirstSecurities Ltd. with IDFCBank Ltd.

For For

IDFC bank has been unable to capitalize on itsbanking license. It has lower profitability ratios andits shares trade at one of the lowest price-to-bookmultiples among private sector banks. The bankneeded to charter a new roadmap for its growth –in this context, the proposed transaction givesthem an opportunity to reboot and flesh out adifferent course of action under a new leadershipteam. Although in the short-term this merger putspressure on the liability side, the merger givesIDFC Bank access to a ~3. 5 mn customer baseand a large retail asset portfolio – which caneventually be leveraged to cross-sell liability andfee products. Based on the swap ratio, there willbe dilution of 28. 8% for existing shareholders onpost issue capital. The valuation ascribed toCapital First through the purchase consideration iscomparable to market multiples.

11-Sep-2018 POWER FINANCECORPN. LTD. AGM Management

A d o p t s t a n d a l o n e a n dc o n s o l i d a t e d f i n a n c i a lstatements for the year ended31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials of a company is a critical exercise whichoften requires first-hand information and properdue di l igence. We do not provide vot ingrecommendations on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting, but provides analysis ofcritical ratios.


Confirm interim dividend ofRs. 7.8 per equity share asfinal dividend (face value ofRs.10.0 each)

For For

The total dividend for FY18 is Rs. 7. 8 per share(face value of Rs. 10. 0 each), total outgo incl.Dividend tax is Rs 24. 8 bn and the pay-out ratio is42. 3% (74. 7% in FY17). During FY17, PFCallotted 1. 3 bn bonus equity shares in the ratio of1:1.


R e a p p o i n t C h i n m o yG a n g o p a d h y a y(DIN:02271398), as directorliable to retire by rotation

For ForChinmoy Gangopadhyay is Executive Director(Projects) of PFC. His reappointment is in line withall statutory requirements.


Empower the board to fixremuneration of joint statutoryauditors, M. K. Aggarwal &Co. and Gandhi Minocha &Co., for FY19

For For

The statutory auditors are appointed and rotatedby the Comptroller and Auditor General of India(C&AG) as per Section 139(5) of the CompaniesAct, 2013. M. K. Aggarwal & Co. (tenure of threeyears) and Gandhi Minocha & Co. (tenure of oneyears) jointly audited the financial statements inFY18. The C&AG has appointed M. K. Aggarwal &Co. And as its joint statutory auditors for FY19.The company seeks approval to empower itsboard of directors to fix their remuneration forauditing the financial statements for FY19. InFY18, audit fees aggregated Rs. 8. 4 mn. Weexpect the board to remain judicious in settingaudit fees.

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Appoint Gouri Chaudhury, 76years (DIN: 07970522), asIndependent Director a periodof th ree years f rom 17November 2017

For For

Gouri Chaudhury is a Social Worker and has beena member of the Telephone Advisory Board (TAC)and Member of Film Censor Board. Recentchanges in SEBI’s LODR require directors havingattained the age of 75 to be re-approved byshareholders through a special resolution. SinceGouri Chaudhury is 76 years of age, herappointment as Independent Director requiresapproval by special resolution. The appointment isin line with all statutory requirements.


I s s u e n o n - c o n v e r t i b l edebentures up to Rs. 650.0bn via private placement

For For

The issuance will be carved out of the company’soverall borrowing limits. The company has a creditrating of CRISIL AAA/Stable/CRISIL A1+ andICRA AAA/Stable/ICRA A1+, which denoteshighest degree of safety regarding timely servicingof debt obligations.


A p p r o v e s c h e m e o fa r r a n g e m e n t f o ramalgamation of PFC GreenEnergy Ltd. wi th PowerFinance Corporation Ltd

For For

PFC Ltd plans to merge its 100% subsidiary PFCGreen Energy Ltd. (PFCGEL) into itself. PFCGELwas incorporated as an extended arm of PFC Ltd.To provide financial services to promote green(renewable and non-conventional) sources ofenergy. The amalgamation will enable PFC Ltd. Toconsolidate business of a similar nature into oneentity and rationalize costs. It will also help bring ineconomies of scale and reduce multiplicity of legaland regulatory compliances required. Given thatPFC Green Energy is a 100% subsidiary, there isno change in the shareholding of PFC Ltd, postthe merger. There will be no impact on theconsolidated financials of PFC Ltd.


Appoint Praveen KumarSingh (DIN 03548218) asDirector (Commercial) from10 August 2018

For For

Praveen Kumar Singh was earlier ExecutiveDirector (Projects) and has been with PFCProjects division for over 24 years. He has alsoworked with BHEL and CII for 9 years. He has a B.Tech from IIT – BHU and M. Tech from IIT Delhi.He has also done a Global Energy MBA programfrom University of Houston. PFC proposes toappoint him as Director (Commercial). Hisappointment is in l ine wi th a l l s tatutoryrequirements. His proposed remuneration is notdisclosed: remunerat ion in publ ic sectorenterprises is usually not high. As a good practice,we expect PSE’s to disclose the proposedremuneration to its shareholders through the AGMnotice.

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12-Sep-2018 I C I C I BANK LTD. AGM Management

Adoption of Accounts for theyear ended 31 March 2018together with the Reports ofthe Directors and the Auditors

For Abstain

We believe that a comprehensive review of thefinancials of a company is a critical exercise whichoften requires first-hand information and properdue diligence. We do comment on resolutions foradoption of financial statements, given the limitedtime between receipt of the annual report and theshareholder meeting, but provide analysis ofcritical ratios.

12-Sep-2018 I C I C I BANK LTD. AGM ManagementTo confirm interim dividendon preference shares as finaldividend

For ForThe preference dividend aggregates Rs. 35,000on preference capital of Rs. 3. 5 bn. This is in-linewith dividend paid in past.

12-Sep-2018 I C I C I BANK LTD. AGM ManagementTo declare dividend of Rs. 1.5per share on equity shares offace value Rs. 2

For For

Given the financial performance for fiscal 2018,ICICI Bank has reduced its dividend payout to Rs.1. 5 per equity share FY18 (down 33. 8% from Rs2. 5 per share paid in FY17). The payout ratio is at17. 1%.

12-Sep-2018 I C I C I BANK LTD. AGM ManagementTo reappoint Vijay Chandok(DIN: 01545262), as directorliable to retire by rotation

For ForVijay Chandhok is an executive director on theboard of ICICI Bank. His reappointment as directoris in line with all statutory requirements.

12-Sep-2018 I C I C I BANK LTD. AGM ManagementTo appoint Walker Chandiok& Co LLP as s ta tu to ryauditors for one year

For For

ICICI Bank proposes to appoint Walker Chandhiok& Co LLP as statutory auditors for a year. Prior tothem BSR & Co. LLP were appointed as statutoryauditors in the 2014 AGM for four years. Theappointment is in-line with statutory requirements.


To authorize the board ofdirectors to appoint brancha u d i t o r s a n d f i x t h e i rremuneration

For For

ICICI Bank has a presence in 17 countries. Thebank seeks shareholder approval to authorize theboard to appoint branch auditors to audits itsbranches/offices outside India for the year ending31 March 2019 and to fix their remuneration. Theappointment will be in consultation with thestatutory auditors of the bank.

12-Sep-2018 I C I C I BANK LTD. AGM Shareholder

To appoint Neelam Dhawan( D I N : 0 0 8 7 1 4 4 5 ) , a sIndependent Director for fiveyears till 11 January 2023

For For

Neelam Dhawan was Vice President - GlobalIndustries, Strategic Alliances and Inside Sales,Asia Pacif ic and Japan, Hewlett PackardEnterprise. She retired in December 2017. Prior tothat she was leader of the country businesses forMicrosoft, India. Her appointment is in line with allstatutory requirements.


To appoint Uday Chitale (DIN:00043268), as IndependentDirector for five years till 16January 2023

For For

Uday Chitale is Senior Partner, M. P. Chitale & Co.He earlier served on the board of ICICI Bank from1997-2005. His appointment is in line with allstatutory requirements.


To appoint RadhakrishnanNair (DIN: 07225354), asIndependent Director for fiveyears till 1 May 2023

For Against

This is a case of conflict of interest as he is also anindependent director of three subsidiaries of thebank - ICICI Prudential Life Insurance Company,ICICI Prudential Trust and ICICI Securities PrimaryDealership.

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To appoint M. D. Mallya (DIN:01804955) as IndependentDirector for five years till 28May 2023

For For

M. D. Mallya is former CMD – Bank of Baroda andalso former CMD – Bank of Maharashtra. Hisappointment is in l ine wi th a l l s tatutoryrequirements.


To appoint Girish ChandraChaturvedi (DIN: 00110996)as Independent Director forthree years till 30 June 2021

For For

Girish Chandra Chaturvedi is a former IAS officerand currently the Chairman, WarehousingDevelopment and Regulatory Authority of India.He served the GoI of India since 1977 at variouslevels across several sectors. His appointment isin line with all statutory requirements.


To appoint Girish ChandraChaturvedi (DIN: 00110996)a s I n d e p e n d e n t N o n -E x e c u t i v e ( p a r t - t i m e )Chairman till 30 June 2021and to fix his remuneration

For For

ICICI Bank proposes a remuneration of Rs.3,500,000 p. A. For the first year, Rs 4,000,000 p.A. For the second year and Rs 4,500,000 p. A. Forthe third year. In addition, he will be paid a sittingfees and perquisites. The proposed remunerationis in line with the size and complexity of thebusiness and comparable with that paid to peers inthe industry.

12-Sep-2018 I C I C I BANK LTD. AGM ShareholderTo appoint Sandeep Bakhshi,(DIN: 00109206) as Directorliable to retire by rotation

For For

Sandeep Bakhshi has been with the ICICI Groupfor 32 years and has handled various assignmentswithin the ICICI Group, including as CEO of ICICIPrudential Life Insurance Company Limited He isbeing appointed as the Wholetime Director & COOof ICICI Bank. His appointment is in line with allstatutory requirements.


To appoint Sandeep Bakhshi,( D I N : 0 0 1 0 9 2 0 6 ) a sWholetime Director & COOfor five years from 19 June2 0 1 8 a n d t o f i x h i sremuneration

For For

Sandeep Bakhshi was paid a remuneration of Rs170 mn from ICICI Prudential Life InsuranceCompany (incl. The fair value of ESOPs granted).His fixed remuneration is Rs 62. 2 mn andincluding the fair value of ESOP’s, as per ourestimates, is Rs 192. 2 mn. The proposedremuneration is consistent with the size andcomplexities of the business of ICICI Bank andcomparable to that paid to Sandeep Bakhshi’speers in the industry.

12-Sep-2018 I C I C I BANK LTD. AGM ManagementTo reclassify the authorisedshare capital and subsequentamendment to the MoA

For For

The authorised share capital of ICICI Bankcomprised of Rs. 25,000,000,000 divided into:(i) 10,000,000,000 equity shares of Rs. 2 each, (ii)15,000,000 shares of Rs 100 each and (iii)350 shares of Rs 10,000,000 each. The bankproposes to reclassify the unclassified 15,000,000shares of Rs. 100 each as well as the 350 sharesof Rs 10,000,000 each redeemed on 20 April 2018as equity capital. This reclassification will require aconsequent change to the capital clause of theMoA.

12-Sep-2018 I C I C I BANK LTD. AGM Management To amend the Articles ofAssociation For For Reclassification in the authorised capital requires a

consequent change to the AoA.

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To approve amendment tothe exercise period of ICICIBank Emp loyees S tockOption Scheme 2000

For For

ICICI Bank proposes to revise the exercise periodfrom a period upto 10 years from vesting to aperiod upto 5 years from vesting as decided by theBoard Governance, Nomination and RemunerationCommittee. The amendment is intended to coveronly future grants and not grants already made.The present definition is fixed and does not allowflexibility to align the exercise period of futuregrants to reflect the time horizon of short and long-term strategies of the Bank. The change inexerc ise per iod does not have mater ia limplications for shareholders – since there is nochange in the expected equity dilution.


Issuance of bonds and non-convertible debentures up toRs. 250 billion on privateplacement basis

For For

The issuance of debt securities on privateplacement basis will be within the bank’s overallborrowing limit of Rs. 2. 5 trillion. ICICI Bank’slong-term debt is rated CRISIL AAA/Stable andICRA AAA/Stable.

15-Sep-2018 DEWAN HOUSINGFINANCE CORPN. LTD.

PostalBallot Management Issue securities up to Rs.40.0

bn For For

At the current market prices, the equity raise willresult in a 16. 0% dilution on the post– issuanceshare capital of the company. Dewan Housing’scapital adequacy levels, although comfortable, hasreduced in FY18: therefore, the NBFC needs toraise capital. The amount if raised will be used foraugmenting long term resources, enhancing andstrengthening the company’s equity base,enhancing its capacity to meet growing businessrequirements i. E. Disbursement of housing loan toborrowers, reduce current debt levels and meetgeneral business requirements.

18-Sep-2018 POWER GRID CORPN.OF INDIA LTD. AGM Management


For Abstain

We believe that a comprehensive review of thefinancials of a company is critical exerciseand requires first-hand information and proper duediligence. We do not comment onresolutions for adoption of financial statements,given the limited time between receipt ofthe annual report and the shareholder meeting, butprovides analysis of critical ratios.


Confirm interim dividend ofRs .2 .45 per share anddeclare f inal dividend ofRs.2.8 per share

For ForThe total dividend for the year amounts to Rs. 33.1 bn. The dividend payout is 40. 1% (36. 4%in FY17).

18-Sep-2018 POWER GRID CORPN.OF INDIA LTD. AGM Management Reappoint K Sreekant as a

Director For ForK. Sreekant (DIN: 06615674) is Director (Finance)of Power Grid. His reappointment is inline with the statutory requirements.

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Fix remuneration of statutoryauditors to be appointed bythe Comptroller and AuditorGeneral of India for FY19

For For

The Comptroller & Auditor General of India(C&AG) has appointed SK Mittal & Co, R. G. N.Price & Co, Kothari & Co and Parakh & Co. Asstatutory auditors for FY19. As per Section 142of the Companies Act, 2013, shareholder approvalis required to authorize the board to fixthe remuneration of statutory auditors atappropriate level. The total audit fees of Rs. 10mn in FY18 (excluding tax and reimbursements) iscommensurate with the size andcomplexity of the company: we expect audit feesin FY18 to be in same range.

18-Sep-2018 POWER GRID CORPN.OF INDIA LTD. AGM Shareholder Appoint Ms. Seema Gupta as

Director For ForMs. Seema Gupta (DIN: 06636330) is Director(Operations) of Power Grid. Her appointmentis in line with the statutory requirements.

18-Sep-2018 POWER GRID CORPN.OF INDIA LTD. AGM Shareholder

Appoint Manoj Kumar Mittalas an Independent Directorfor a period of three yearsw.e.f 12 September 2017

For For

Manoj Kumar Mittal (DIN: 07937052) is practicingas a Civil & Structural Engineer consultantand has an experience of over 31 years in thisfield. His appointment is in line with thestatutory requirements.


Appoint Sunil Kumar Sharmaas an Independent Directorfor a period of three yearsw.e.f 23 July 2018

For For

Sunil Kumar Sharma (DIN: 03614952) is theformer CMD of Bharat Electronics Limited. Hisappointment is in l ine with the statutoryrequirements.


A p p o i n t M s . A RM a h a l a k s h m i a s a nIndependent Director for aperiod of three years w.e.f 23July 2018

For Against

Ms. A R Mahalakshmi (DIN: 08187493) is awoman entrepreneur and a BJP State PresidentMahila (Madurai). We believe her affiliation mayunnecessarily politicize decisions that thecompany will make, and therefore distract themanagement from its core focus. Further,the company has not provided any details on herpolitical background in the shareholdernot ice or on i ts websi te – this preventsshareholders from taking an informed decision onher appointment.


Ra t i f y r emune ra t i on o fRs.0.25 mn for ChandraWadhwa & Co. and R.M.Bansal & Co. as joint costaud i t o r s f o r FY19 anda p p r o v e a d d i t i o n a lremuneration of Rs.12,500 forChandra Wadhwa & Co., thel e a d c o s t a u d i t o r , f o rconsolidated of cost auditreport

For ForThe remuneration to be paid to the cost auditors isreasonable compared to the size andscale of the company’s operations.

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Approve private placement ofnon-convertible debentures(NCDs)/bonds/other debtsecurit ies aggregating toRs.200 bn in up to 20tranches

For For

The issuance wil l be within the approvedborrowing limit of Rs. 1800 bn of the company.Power Grid’s debt programs are rated CRISILAAA/Stable/CRISIL A1+, which denoteshighest degree of safety regarding timely servicingof financial obligations.

18-Sep-2018 RELIANCE CAPITALLTD. AGM Management

Adoption of standalone &c o n s o l i d a t e d f i n a n c i a lstatements for the year ended31 March 2018

For Abstain

We believe that a comprehensive review of thefinancials of a company is critical exercise andrequires first-hand information and proper dued i l i g e n c e . W e d o n o t p r o v i d e v o t i n grecommendations on resolutions for adoption offinancial statements, given the limited timebetween receipt of the annual report and theshareholder meeting, but provide analysis ofcritical ratios.

18-Sep-2018 RELIANCE CAPITALLTD. AGM Management Declare dividend of Rs. 10.5

per equity share (FV Rs. 10) For For

The company proposes a dividend of Rs 11 pershare (FV Rs. 10) compared to Rs. 10. 5 per sharelast year. Consequently, the dividend payout ratiostood at ~40. 5% (standalone basis).


Reappoint Jai Anmol Ambani(DIN 07591624) as Directorliable to retire by rotation

For Against

Jai Anmol Ambani is the son of promoter AnilAmbani. We believe that to be on the board of acompany as large as Reliance Capital (RCap); anindividual should have leadership experience. Webelieve that Jai Anmol Ambani, 26, does not haveenough experience to qualify him for the post ofExecutive Director.


Ratify the appointment ofPathak H. D. & Associates asjoint statutory auditors for theremainder of their term

For For

Pathak H D & Associates were appointed for afive-year term as joint statutory auditors in the2016 AGM. The company proposes to ratify theirappointment for the rest of their term. Theresolut ion is in l ine with the CompaniesAmendment Act, 2017 dated 7 May 2018 whichhas done away with the requirement of annualratification for the statutory auditor.


Ratify the appointment ofPrice Waterhouse & Co asjoint statutory auditors for theremainder of their term

For For

Price Waterhouse & Co were appointed as jointstatutory auditors for five years in the 2017 AGM.The company proposes to ratify their appointmentfor the rest of their term. The resolution is in linewith the Companies Amendment Act, 2017 dated7 May 2018 which has done away with therequirement of annual ratification for the statutoryauditor.


Approve the continuation ofBidhubhusan Samal (DIN00007256) as an IndependentDirector till 30 September2019

For For

Recent changes in SEBI’s LODR require directorshaving attained the age of 75 to be re-approved byshareholders through a special resolution. In linewith this regulatory change, Bidhubhusan Samal’sappointment as an Independent Director requiresshareholder approval: he is about 75 years old.The ratification is in line with the statutoryrequirements.

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Approve the continuation of VN Kaul (DIN 03070263) as anIndependent Director till 30September 2019

For For

Recent changes in SEBI’s LODR require directorshaving attained the age of 75 to be re-approved byshareholders through a special resolution. In linewith th is regulatory change, V N Kaul ’sappointment as an Independent Director requiresshareholder approval: he is about 75 years old.The ratification is in line with the statutoryrequirements.


Approve private placement ofNon-convertible debenturesand /or other debt securitieswithin overall borrowing limitsof the Company

For ForAlthough the quantum of debt to be raised has notbeen disclosed, the NCDs will be within thecompany’s overall borrowing limit.

18-Sep-2018 RELIANCE CAPITALLTD. AGM Management Issuance of securit ies to

Qualified Institutional Buyers For For

The proposed issue of QIP Securities may bemade in one or more tranches such that theaggregate amount raised would not lead to adilution of more than 15%. With maximum dilutionof 15%, RCap will issue ~37. 9 mn shares and atcurrent market price can raise upto Rs 16. 4 bn.While we recognize that this is an enablingresolution, the company should have disclosed thequantum of securities to be issued and a well-defined objective for the issuance.

19-Sep-2018 INDIABULLS HOUSINGFINANCE LTD. AGM Management


For Abstain



To conf i rm four in ter imdividends, aggregating to Rs.41.0 per share of face valueRs. 2 each

For For

Indiabulls Housing Finance Limited has paid fourinterim dividends aggregating to Rs. 41. 0 pershare for the year ended 31 March 2018 and atotal outflow of Rs. 21bn. The dividend payout forthe year was 54. 6% (FY17 – 47. 3%).


To reappoint Gagan Banga( D I N : 0 0 0 1 0 8 9 4 ) , a sWholetime Director, liable toretire rotation

For For

Gagan Banga is the Vice Chairman and ManagingDirector. His reappointment as director liable toretire by rotation is in line with all statutoryrequirements.


Ratify appointment of S.R.Ba t l i bo i & Co . LLP ass t a t u t o r y a u d i t o r s a n dauthorize the board to fix theirremuneration for FY19 toFY22

For For

S. R. Batliboi & Co. LLP were appointed for aperiod of f ive years in 2017. Pursuant toCompanies (Amendment) Act, 2017, auditors’appointment need not be ratified every year. Theratification is being sought for the remainingtenure. This is in line with regulations.

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19-Sep-2018 INDIABULLS HOUSINGFINANCE LTD. AGM Shareholder

T o a p p o i n t S u b h a s hSheoratan Mundra (DIN:00979731) as an IndependentDirector for a term of threeyears with effect from 18August 2018

For ForSubhash Sheoratan Mundra, 64 was earlierDeputy Governor of the Reserve Bank of India. Hisappointment is in line with regulations.


To increase the borrowinglimit to Rs. 2.0 trillion from Rs.1.45 trillion

For For

IBHFL proposes to increase the borrowing limit tosupport growth and business requirements. Thecompany is well capitalized with CAR of 18. 6% ason 31 March 2018. Moreover, for NBFC’s likeIBHFL, their borrowing programs are reined in byNational Housing Board’s (NHB) requirement ofmaintaining minimum 12% capital adequacylevels.


To issue redeemable Tier IIbonds on private placementbasis up to Rs 1.50 trillion

For For

The issuance of debt securities on privateplacement basis wil l be within the overallborrowing limit of the company. IBHFL’s debtinstruments are rated ‘CRISIL AAA/Stable/CRISILA1+’, and ‘ICRA AAA/Stable/ICRA A1+’, theseratings denote a highest degree of safety withrespect to timely servicing of financial obligations.The bonds will be issued within the overallborrowing limit proposed of Rs. 2. 0 trillionproposed in Resolution #6.


To reappoint (Ms.) JusticeG y a n S u d h a M i r a a sIndependent Director foranother five years beginning29 September 2018

For For

Justice Gyan Sudha Misra is a retired Judge ofSupreme Court of India. She was appointed as anIndependent Director on the board of IBHFL fortwo years with effect from 28 September 2016.Her reappointment as Independent Director is inline with all statutory requirements.

25-Sep-2018RURAL

ELECTRIFICATIONCORPN. LTD.

AGM Management


For Abstain


25-Sep-2018RURAL


AGM Management

To confirm interim dividend ofRs. 7.40 and approve finaldividend of Re. 1.75 pershare (face value Rs. 10.0)for FY18

For For

The total dividend for FY18 is Rs. 9. 15 per equityshare (Rs. 9. 65 in FY17). The total dividendoutflow (including dividend tax for FY18) is Rs. 21.7 bn and the dividend payout ratio is 46. 8%.

25-Sep-2018RURAL


AGM ManagementReappoint Sanjeev Gupta(DIN: 03464342) as Director(Technical)

For ForSanjeev Gupta, 57, has been on the board for thepast three years. His reappointment as Director(Technical) meets all statutory requirements.

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25-Sep-2018RURAL


AGM Management

Authorise the board to fix theremuneration of joint statutoryauditors for FY19 appointedby the Comptro l le r andAuditor-General of India(CAG)

For For

The auditors in the company are appointed by theComptroller & Auditor General of India (CAG). Theremuneration for these auditors will be fixed by theboard. In FY19, the auditors were paid aremuneration of Rs. 12. 4 mn. We expect theboard to remain judicious in deciding auditorremuneration.

25-Sep-2018RURAL


AGM Management

To approve related partytransactions with the EnergyEf f ic iency Serv ices Ltd .(EESL), a 31.7% JV or anyother associate company ofREC for FY18 upto Rs. 4.8 bn(upto 2% of FY18 turnover)

For For

REC proposes to make transactions with EESL orany o the r assoc i a t e company f o r t hesale/purchase of goods or materials or property,leasing of property of any kind, availing orrender ing of serv ices including f inancialassistance, appointment of manpower, supportand other services during FY19 not exceeding 2%of the company’s turnover in FY18, i. E. Upto Rs.4. 8 bn. While the resolution proposes transactionswith other associate companies as well, thecompany currently does not have any associatesapart from EESL. We highlight ‘transparency risk’to the proposal, as it is unclear which otherassociate companies have been referred to.However, given it is a PSU and the nature ofbusiness, we do not expect any significant risks inthe proposed related party transactions.

25-Sep-2018RURAL


AGM Management

Change the name of thec o m p a n y f r o m ‘ R u r a lElectrification CorporationLimited to ‘REC Limited’

For For

The company’s name is normally known withabbreviated names “REC” & “RECL” and thesenames are well recognized across the industry andmarket.

25-Sep-2018RURAL


AGM Management

Increase borrowing limit fromRs. 2,000 bn to Rs. 3,500 bnin Indian Rs. and US$ 6 bn toUS$ 8 bn, equivalent in anyforeign currency

For For

Keeping in mind the growing loan portfolio, thecompany proposes to increase its borrowing limitfrom Rs. 2,000 bn to Rs. 3,500 bn. REC had aconsolidated debt of Rs. 1,994. 9 on 31 March2018. The capital adequacy ratio as on 31 March2018 is 19. 4 % against a minimum of 12% asrequired by regulatory norms. Debt levels in anNBFC are typically reined in by the regulatoryrequirement of maintaining a slated minimumcapital adequacy ratio. The company has a long-term national credit rating of IND AAA/Stable,which denotes highest degree of safety regardingt imely servicing of debt obl igat ions. Theinternational rating, by Fitch is at BBB-/Stable, andequalized with India’s sovereign rating.

25-Sep-2018RURAL


AGM Management

Create charges/ mortgageson assets of the companyupto Rs. 3,500 bn in IndianRs. and US$ 8 bn, equivalentin any foreign currency

For For

REC seeks approval for creation of charges/mortgages on assets of the company. Securedloans typically have easier repayment terms, lessrestrictive covenants, and marginally lower interestrates.

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27-Sep-2018 SBI LIFE INSURANCECOMPANY LTD AGM Management


For Abstain



Confirm interim dividend ofRs. 2.0 per share as finaldividend for FY18

For For

Total dividend for FY18 is Rs. 2. 0, while it paid adividend of Rs. 1. 5 in FY17. The total dividendoutflow (including dividend tax for FY18) is Rs. 2. 4bn and the dividend payout ratio is 20. 9%.

27-Sep-2018 SBI LIFE INSURANCECOMPANY LTD AGM Management Reappoint Gerard Binet (DIN

00066024) as Director For For

Gerard Binet has been on the board since 14 June2001. He is the nominee director of BNPPC, oneof the promoters. His reappointment is in line withstatutory requirements.


Ratify appointment of GMJ &Co. and PSD & Associates asjoint statutory auditors by theComptrol ler and Audi torGenera l o f Ind ia a t anaggregate remuneration ofRs.4.8 mn (plus out of pocketexpenses) for FY19

For For

The Comptroller & Auditor General of India(C&AG) has appointed GMJ & Co. And PSD &Associates as joint statutory auditors for FY19.The audit remuneration of Rs. 3. 8 mn each forannual audit and Rs. 1. 0mn for half yearly auditfor FY19 is reasonable and commensurate withthe company’s size and scale of operations.


Appoint Sanjeev Nautiyal(DIN 08075972) as ManagingDirector and Chief ExecutiveOfficer for a period of twoyears, with effect from 10March 2018 and f ix h isremuneration

For For

Sanjeev Nautiyal, 57, has been with the Statebank of India for 32 years. During his career at thebank he has held various positions includingcredit, human resources and international banking.Sanjeev Nautiyal’s proposed remuneration at Rs.10. 1mn is reasonable and in compliance with ‘SBITop Executive Special Scale II officials’.

27-Sep-2018 SBI LIFE INSURANCECOMPANY LTD AGM Management Approve SBI Life Employee

Stock Option Scheme 2018 For For

The company proposes to issue 30. 0 mn stockoptions. The exercise price will be equivalent tothe fair market value as on date of grant;consequently, the cost impact of the scheme willbe limited. The minimum and maximum vestingperiod is one and three years from the date of thegrant of the options and the maximum exerciseperiod is seven years. The scheme will alignemployee interest to those of shareholders.

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Bharti AXA Life Insurance Company Ltd....18-Jul-2018 CAN FIN HOMES LTD. AGM Management Declare final dividend of Rs.2 per share of face value Rs.2 each For For The company proposes