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

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

F.Y. Quarter Total no. of resolutions

2017 -2018 Quarter - II (July 2017 to Sep. 2017) 1135

Grand Total 1135

Details of Votes cast during the quarter ended 30th September 2017.

Quarter Meeting Date Company NameQuarter II 01-Jul-2017 HINDUSTAN PETROLEUM CORPN. LTD. Postal BallotQuarter II 04-Jul-2017 LARSEN & TOUBRO LTD. Postal BallotQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 05-Jul-2017 APOLLO TYRES LTD. AGMQuarter II 06-Jul-2017 BHARAT PETROLEUM CORPN. LTD. Postal BallotQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 07-Jul-2017 HAVELLS INDIA LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM

Type of meetings (AGM/EGM/POSTAL

BALLOT/ CCM)

Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGMQuarter II 14-Jul-2017 HERO MOTOCORP LTD. AGMQuarter II 14-Jul-2017 HERO MOTOCORP LTD. AGMQuarter II 14-Jul-2017 HERO MOTOCORP LTD. AGMQuarter II 14-Jul-2017 HERO MOTOCORP LTD. AGMQuarter II 14-Jul-2017 HERO MOTOCORP LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 FEDERAL BANK LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGMQuarter II 14-Jul-2017 VEDANTA LTD. AGM

Quarter II 15-Jul-2017 BERGER PAINTS INDIA LTD. Postal BallotQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGMQuarter II 19-Jul-2017 BAYER CROPSCIENCE LTD. Postal BallotQuarter II 19-Jul-2017 WIPRO LTD. AGMQuarter II 19-Jul-2017 WIPRO LTD. AGMQuarter II 19-Jul-2017 WIPRO LTD. AGMQuarter II 19-Jul-2017 WIPRO LTD. AGMQuarter II 19-Jul-2017 WIPRO LTD. AGMQuarter II 19-Jul-2017 WIPRO LTD. AGMQuarter II 20-Jul-2017 CANARA BANK AGMQuarter II 20-Jul-2017 CANARA BANK AGMQuarter II 20-Jul-2017 CANARA BANK AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGMQuarter II 20-Jul-2017 BAJAJ AUTO LTD. AGMQuarter II 20-Jul-2017 BAJAJ AUTO LTD. AGMQuarter II 20-Jul-2017 BAJAJ AUTO LTD. AGMQuarter II 20-Jul-2017 BAJAJ AUTO LTD. AGMQuarter II 20-Jul-2017 BAJAJ AUTO LTD. AGMQuarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM

Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGMQuarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGMQuarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGMQuarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGMQuarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGMQuarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM

Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 H D F C BANK LTD. AGMQuarter II 24-Jul-2017 AGMQuarter II 24-Jul-2017 AGMQuarter II 24-Jul-2017 AGMQuarter II 24-Jul-2017 AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM

MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD.MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD.MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD.MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD.

Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AXIS BANK LTD. AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGM

HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.HOUSING DEVELOPMENT FINANCE CORPN. LTD.

Quarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 26-Jul-2017 DABUR INDIA LTD. AGMQuarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGMQuarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGMQuarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGMQuarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGMQuarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGMQuarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGMQuarter II 27-Jul-2017 TATA ELXSI LTD. AGMQuarter II 27-Jul-2017 TATA ELXSI LTD. AGMQuarter II 27-Jul-2017 TATA ELXSI LTD. AGMQuarter II 27-Jul-2017 TATA ELXSI LTD. AGMQuarter II 27-Jul-2017 TATA ELXSI LTD. AGMQuarter II 27-Jul-2017 TATA ELXSI LTD. AGMQuarter II 28-Jul-2017 S K F INDIA LTD. AGMQuarter II 28-Jul-2017 S K F INDIA LTD. AGMQuarter II 28-Jul-2017 S K F INDIA LTD. AGMQuarter II 28-Jul-2017 S K F INDIA LTD. AGMQuarter II 28-Jul-2017 S K F INDIA LTD. AGMQuarter II 28-Jul-2017 S K F INDIA LTD. AGMQuarter II 28-Jul-2017 C E S C LTD. AGMQuarter II 28-Jul-2017 C E S C LTD. AGMQuarter II 28-Jul-2017 C E S C LTD. AGMQuarter II 28-Jul-2017 C E S C LTD. AGMQuarter II 28-Jul-2017 C E S C LTD. AGMQuarter II 28-Jul-2017 C E S C LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 ATUL LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 I T C LTD. AGM

Quarter II 28-Jul-2017 I T C LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGMQuarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGMQuarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGMQuarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGMQuarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGMQuarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGMQuarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 28-Jul-2017 BIOCON LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGM

Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 31-Jul-2017 SHREE CEMENT LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TRENT LTD. AGMQuarter II 01-Aug-2017 TECH MAHINDRA LTD. AGMQuarter II 01-Aug-2017 TECH MAHINDRA LTD. AGMQuarter II 01-Aug-2017 TECH MAHINDRA LTD. AGMQuarter II 01-Aug-2017 TECH MAHINDRA LTD. AGMQuarter II 01-Aug-2017 TECH MAHINDRA LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGMQuarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM

Quarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 LUPIN LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 GREAVES COTTON LTD. AGMQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGMQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGMQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGMQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGMQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGMQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM

Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGMQuarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGMQuarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGMQuarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGMQuarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGMQuarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGMQuarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGM

Quarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 04-Aug-2017 M R F LTD. AGMQuarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGMQuarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGMQuarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGMQuarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGMQuarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGMQuarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGMQuarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGMQuarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGMQuarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGMQuarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGMQuarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGMQuarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 Tata Steel Ltd. AGMQuarter II 08-Aug-2017 EICHER MOTORS LTD. AGMQuarter II 08-Aug-2017 EICHER MOTORS LTD. AGM

Quarter II 08-Aug-2017 EICHER MOTORS LTD. AGMQuarter II 08-Aug-2017 EICHER MOTORS LTD. AGMQuarter II 08-Aug-2017 EICHER MOTORS LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 CEAT LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGMQuarter II 09-Aug-2017 TATA CHEMICALS LTD. AGMQuarter II 09-Aug-2017 TATA CHEMICALS LTD. AGMQuarter II 09-Aug-2017 TATA CHEMICALS LTD. AGMQuarter II 09-Aug-2017 TATA CHEMICALS LTD. AGMQuarter II 09-Aug-2017 TATA CHEMICALS LTD. AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 AGMQuarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGMQuarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGMQuarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGMQuarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGMQuarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGM

ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.

Quarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 3M INDIA LTD. AGMQuarter II 10-Aug-2017 BHARAT FORGE LTD. AGMQuarter II 10-Aug-2017 BHARAT FORGE LTD. AGMQuarter II 10-Aug-2017 BHARAT FORGE LTD. AGMQuarter II 10-Aug-2017 BHARAT FORGE LTD. AGMQuarter II 10-Aug-2017 BHARAT FORGE LTD. AGMQuarter II 10-Aug-2017 BHARAT FORGE LTD. AGMQuarter II 10-Aug-2017 GODREJ PROPERTIES LTD. NCMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 BLUE STAR LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGM

Quarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 11-Aug-2017 CIPLA LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 14-Aug-2017 A I A ENGINEERING LTD. AGMQuarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGMQuarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGMQuarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGMQuarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGMQuarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGMQuarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGMQuarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGMQuarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGMQuarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGMQuarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGMQuarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGMQuarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGMQuarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGMQuarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGMQuarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGMQuarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGMQuarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGMQuarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGMQuarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM

Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGMQuarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGMQuarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGMQuarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGMQuarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGMQuarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGMQuarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGMQuarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGMQuarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. NCMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 22-Aug-2017 TATA MOTORS LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGMQuarter II 23-Aug-2017 TATA POWER CO. LTD. AGM

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Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGMQuarter II 19-Sep-2017 BHARTI AIRTEL LTD. NCMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGMQuarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGMQuarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGMQuarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGMQuarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGMQuarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGMQuarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGM

Quarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 N T P C LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 20-Sep-2017 M O I L LTD. AGMQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGMQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGMQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGMQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGMQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGMQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGMQuarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGMQuarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGMQuarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGMQuarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGMQuarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS L AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 N M D C LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM

Quarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGMQuarter II 23-Sep-2017 BHARAT FORGE LTD. Postal BallotQuarter II 23-Sep-2017 BHARAT FORGE LTD. Postal BallotQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 P T C INDIA LTD. AGMQuarter II 25-Sep-2017 AMBUJA CEMENTS LTD. Postal BallotQuarter II 25-Sep-2017 AMBUJA CEMENTS LTD. Postal BallotQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM

Quarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGMQuarter II 26-Sep-2017 FUTURE RETAIL LTD NCMQuarter II 27-Sep-2017 LUPIN LTD. Postal BallotQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM

Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-2017 N H P C LTD. AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 27-Sep-17 NLC India Limited AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 FINOLEX CABLES LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGM

Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGMQuarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGMQuarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGMQuarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGMQuarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGMQuarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGM

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

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

Break-up of Vote decision

For Against Abstained1045 62 28

1045 62 28

Details of Votes cast during the quarter ended 30th September 2017.

Resolution # Proposal's description Management 1Management 1Management 1Management 2 Declare dividend of Rs.3 per share (FV Re.1)Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 1Management 2Management 3 Reappoint Rajesh Kumar Gupta as a Whole-time DirectorManagement 4Management 5Management 6Shareholder 7

Management 8 Revise the remuneration terms of Rajesh Kumar GuptaManagement 1Management 2Management 3 Appoint Achal Kumar Gupta as a Non-Executive DirectorManagement 4Management 5Management 6Management 7Management 8 To increase the borrowing limit from Rs 60 bn to Rs 100 bnManagement 9 To issue equity instruments up to Rs 200 mn through QIP

Proposal by Management or

ShareholderIssue one equity share as bonus for two equity shares of Rs.10 eachIssue one equity share as bonus for two equity shares of Rs.2 eacha. Adoption of Standalone financial statements for the year ended 31 March 2017; b. Adoption of Consolidated financial statements for the year ended 31 March 2017Appoint Paul Antony as a Non-Executive, Non- Independent DirectorAppoint Walker Chandiok & Associates as statutory auditors for five years and fix their remunerationRatify the remuneration of Rs. 250,000 payable to NP Gopalakrishnan & Co, cost auditor for FY18Reappoint Onkar Kanwar as Managing Director for five years from 1 February 2018 and fix his remunerationRevise the remuneration payable to Neeraj Kanwar as Vice Chairperson & MD from 1 April 2017 to 27 May 2019Issuance of non-convertible debentures (NCDs) on a private placement basis aggregating up to Rs.15.0 bnIssue one equity share as bonus for two equity shares of Rs.10 eachAdoption of financial statements for the year ended 31 March 2017Declare a final dividend of Rs 3.5 per share of face value Re 1.0 each

Reappoint TV Mohandas Pai as a Non-Executive Non-Independent DirectorRatify SR Batliboi & Co. LLP as statutory auditors for FY18 and fix their remunerationFix remuneration of Rs 8,50,000 for M/s Sanjay Gupta & Associates as cost auditors for FY18Appoint Vellayan Subbiah as an Independent Director for five years

Adoption of financial statements for the year ended 31 March 2017Declare a dividend of Rs 0.4 per share of face value Re 1.0 each

To appoint statutory central auditors of the bank and fix their remunerationTo enable the board to appoint branch auditors and fix their remuneration in consultation with the central statutory auditorsAppoint Salim Gangadharan as Non-Executive Chairperson wef 2 November 2016 for 3 years and fix his remunerationReappoint V G Mathew as MD & CEO wef 1 October 2017, for three years and fix his remuneration

Management 10Management 1Management 2 To confirm 6% dividend on preference sharesManagement 3Management 4 Reappoint Subodh Kumar as DirectorManagement 5Management 6Management 7Management 8Management 1Management 2Management 3Management 4Management 5Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 11Management 12Management 13Management 14Management 15Management 16Management 17Management 18Management 19Management 1Management 2Management 3 Reappoint Thomas Albanese as DirectorManagement 4Management 5Management 6Shareholder 7Shareholder 8Shareholder 9 Appoint Ms. Priya Agarwal as Non-Executive Director

Management 10Management 11Management 12

To borrow in Indian/foreign currency by issuing debt securities up to Rs 5.0 bn on private placement basisAdoption of financial statements for the year ended 31 March 2017

To declare final dividend of Rs.2.5 per equity share (face value Re.1.0)

Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remunerationRatify remuneration aggregating Rs.0.3 mn paid to Vaibhav P Joshi & Associates as cost auditor for FY17Reappoint Manish Chokhani as an Independent Director for a period of three years from 1 April 2018Keep the register of members and other documents at the office of the Registrar and Transfer AgentAdoption of financial statements for the year ended 31 March 2017To confirm interim dividend of Rs, 55.0/- and declare final dividend of Rs. 30.0/- per equity share (face value Rs. 2.0) for FY17Reappoint Vikram Kasbekar (DIN: 00985182) as an Executive DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remunerationApprove remuneration of Rs. 0.75 mn for Ramanath Iyer & Co. as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Declare a dividend of Rs 0.9 per share of face value Rs 2.0 eachReappoint Ashutosh Khajuria as an Executive Director and CFOTo reappoint BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory auditors for FY18To authorize the board to appoint branch auditors for FY18 and fix their remuneration in consultation with the joint central statutory auditorsReappoint Shyam Srinivasan as an MD & CEO wef 23 September 2016, for three years and fix his remunerationGrant options under ESOS 2010, for 2016, to Ganesh Sankaran @ Rs 72.45 per shareApprove terms of appointment of KM Chandrasekhar as ChairpersonFix commission of upto Rs 1 mn to each non-executive director (excluding Chairperson), w.e.f. FY17Reappoint KM Chandrasekhar as Independent Director wef 17 July 2017 for one yearReappoint Nilesh Vikamsey as Independent Director wef 17 July 2017 for three yearsReappoint Dilip Sadarangani as Independent Director wef 17 July 2017 for three yearsReappoint Harish Engineer as Independent Director wef 17 July 2017 for two yearsReappoint Grace Koshie as Independent Director wef 17 July 2017 for three yearsReappoint Shubhalakshmi Panse as Independent Director wef 17 July 2017 for three yearsTo grant upto 86.2 mn options under Employee Stock Option Scheme 2017 (ESOS 2017)Amend Articles of Association (AoA) to authorize any attorney or bank official to affix the bank seal on official documentsTo borrow in Indian/foreign currency by issuing debt securities up to Rs 40 bn on private placement basisTo approve the increase in the borrowing powers to Rs 70 bn over and above the paid capital and free reserves of the bankAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm first interim dividend of Rs.1.75 per equity share and second interim dividend of Rs.17.75 per equity share

Ratify SR Batliboi & Co. as statutory auditors and fix their remunerationAppoint GR Arun Kumar as Wholetime Director (Chief Financial Officer) for three years with effect from 22 November 2016 and fix his remunerationReappoint Thomas Albanese as Wholetime Director (Chief Executive Officer) from 1 April 2017 to 31 August 2017 and fix his remunerationAppoint K Venkataramanan as Independent Director for three years with effect from 1 April 2017Appoint Aman Mehta as Independent Director for three years with effect from 17 May 2017

Approve remuneration of Rs.1.8 mn payable to Ramnath Iyer & Co and Shome and Banerjee, cost auditors for FY18Approve issuance of Non-Convertible Debentures and other debt securities upto Rs.200 bn on a private placement basisWaive recovery of the excess remuneration aggregating Rs.62.5 mn paid to Navin Agarwal (Chairperson) for FY14

Management 1Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 1Management 2Management 3 To reappoint Madhur Bajaj (DIN 00014593) as directorManagement 4Management 5Management 6Management 1Management 2Management 3 Reappoint Rahul Bajaj as DirectorManagement 4Management 5Management 6Management 7Management 1Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 2Management 3Management 1Management 2Management 3Management 4 Reappoint A N Raju (DIN: 00036201) as an Executive DirectorManagement 5Shareholder 6

Management 7Management 8Management 1Management 2Management 3Management 4Management 5Shareholder 6

To add home décor and construction activities to the objects clause of the Memorandum of Association (MoA)Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs. 10.0 per equity share (face value Rs. 10.0)Reappoint DD Rathi as Non-Executive Non-Independent DirectorRatify the appointment of BSR & Co LLP as joint statutory auditors for one year and fix their remunerationRatify the appointment of Khimji Kunverji & Co as joint statutory auditors for one year and fix their remunerationApprove aggregate remuneration of Rs. 1.9 mn payable to DC Dave & Co and ND Birla & Co as cost auditors for FY18Approve private placement of secured non-convertible debentures of up to Rs.90 bnAdoption of standalone and consolidated financial statements for the year ended 31 March 2017To declare final dividend of Rs. 3.6 per share (face value of Rs. 2 each)

To appoint S R B C & Co LLP, as statutory auditors for five years at a remuneration of Rs. 3.3 mn for the year 2017-18To issue non-convertible debentures under private placement basisTo approve payment of commission to non-executive directors upto 1% of the net profitsAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare dividend of Rs.1.75 per equity share of face value Rs.5 each

Appoint SRBC & Co as statutory auditors for five years and fix their remunerationApprove remuneration of Rs.55,000 payable to Dhananjay V Joshi & Associates, Cost auditors for FY18Reappoint Sanjiv Bajaj as Managing Director for five years with effect from 1 April 2017 and revise his remunerationPay upto 1% of net profit as commission to Non-Executive directors for five years from FY18Buyback of equity shares upto Rs.5 bn at a price of Rs. 4900 per share through a tender offerAdoption of standalone and consolidated financial statements for the year ended 31 March 2017To confirm interim dividend of Rs. 2 per share (FV Rs.5) as final dividend for the yearReappoint Abidali Neemuchwala (DIN 02478060) as Director liable to retire by rotationAppoint Deloitte Haskins & Sells as statutory auditors for five yearsRe-appoint Azim H Premji (DIN 00234280) as Executive Chairman and Managing Director for two years and to fix his remunerationReappoint William Arthur Owens (DIN 00422976) as Independent Director for five years till 31 July 2022Adoption of financial statements for the year ended 31 March 2017Declare a dividend of Rs 1.0 per share of face value Rs 10.0 eachIssue upto Rs. 35.0 bn of equity/preference shares to the public, through public issue/rights issue/preferential issue/private placement basisAdoption of financial statements for the year ended 31 March 2017To confirm interim dividend of Rs.5.0 per equity share and to declare final dividend of Rs.6.5 per share of face value Rs.10.0Reappoint Harsha Viji (DIN: 00602484) as an Executive Director

Appoint Sundaram & Srinivasan as statutory auditors for a period of five years and fix their remunerationAppoint Rajiv Lochan (DIN: 05309534) as an Independent Director for five years from 25 November 2016Reappoint T.T. Srinivasaraghavan (DIN: 00018247) as Managing Director for three years from 1 April 2018 and fix his remunerationIncrease borrowing limit from Rs.150.0 bn to Rs.210 bn (apart from temporary loans), including securitisation transactionsAdoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 55.0/- per equity share (face value Rs. 10.0) for FY17Reappoint Madhur Bajaj (DIN: 00014593) as a Non- Executive DirectorReappoint Shekhar Bajaj (DIN: 00089358) as a Non- Executive DirectorAppoint SRBC & Co. LLP as statutory auditors for a period of five years and fix their remunerationAppoint Dr. Naushad Forbes (DIN: 00630825) as an Independent Director for five years, w.e.f. 18 May 2017

Shareholder 7Management 1Management 2Management 3Management 4Management 5Shareholder 6

Management 7Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 1Management 2Management 3 Reappoint Dheeraj G Hinduja as a DirectorManagement 4Shareholder 5

Management 6Management 7Management 1Management 2Management 3Management 4Management 5 Reappoint Hital Meswani as DirectorManagement 6Management 7Management 8Management 9Management 10Management 11Management 12

Appoint Dr. Omkar Goswami (DIN: 00004258) as an Independent Director for five years, w.e.f. 18 May 2017Adoption of financial statements for the year ended 31 March 2017To declare dividend of Rs. 0.6 per share on equity shares of face value Rs. 5To reappoint Mark Newman (DIN:03518417) as a non-executive directorTo ratify the appointment of SR Batliboi & Co. LLP as statutory auditorsTo reappoint Prof. S. Mahendra Dev (DIN: 06519869) as Independent Director for three years till 14 March 2021To appoint Uday Chander Khanna (DIN:00079129), as Independent Director for three years till 15 September 2021To reappoint Uday S. Kotak (DIN: 00007467) as Executive Vice Chairman and Managing Director from 1 January 2018 to 31 December 2020 and to fix his remunerationTo reappoint Dipak Gupta (DIN: 00004771) as Joint Managing Director from 1 January 2018 to 31 December 2020 and to fix his remunerationTo approve increase in borrowing limits to Rs 600 bn from Rs 500 bnTo approve private placement of debentures upto a limit of Rs 50 bna. Adoption of standalone financial statements for the year ended 31 March 2017. b. Adoption of consolidated financial statements for the year ended 31 March 2017To confirm interim dividend of Rs.6.0 per equity share and to declare final dividend of Rs.3.0 per share of face value Rs.10.0Reappoint Anand Deshpande (DIN: 00005721) as Chairman and Managing Director for five years from 24 July 2017 and fix his remunerationRatify Deloitte Haskins & Sells LLP’s appointment as statutory auditors and fix remunerationRedesignate Thomas Kendra (DIN: 07406678) from Independent Director to Non-Executive Non-Independent Director from 1 April 2017Amendment in Objects Clause of the Memorandum of Association (MoA)Approve Persistent Systems Limited – Employee Stock Option Plan 2017 (ESOP 2017) under which upto 3.4 mn stock options will be issuedApprove grant of stock options to the employees of subsidiaries of the company under ESOP 2017Authorize acquisition of shares from secondary market through Trust route for the implementation of ESOP Plan 2017To grant loan (upto 5% of the aggregate of paid-up share capital and free reserves) to the Trust to purchase equity shares of the companya. Adoption of standalone financial statements for the year ended 31 March 2017. b. Adoption of consolidated financial statements for the year ended 31 March 2017To confirm interim dividends aggregating Rs.3.0 per equity share and to declare final dividend of Rs.1.5 per share of face value Rs.10.0Reappoint Chintan Thakkar (DIN-00678173) as an Executive DirectorAppoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remunerationAuthorise the board to appoint branch auditors to audit foreign branchesAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Approve dividend of Rs 1.56 per share of face value Re 1.0 each

Appoint Price Waterhouse & Co as statutory auditors for five years and fix their remunerationAppoint Jose Maria Alapont as an Independent Director for five years w.e.f 25 January 2017Approve remuneration of Rs. 0.6 mn for Geeyes & Co. as cost auditors for FY18Amend Articles of Association (AoA) to align with Companies Act 2013Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs. 11.0 per equity share (face value Rs. 10.0)Reappoint Ms. Nita Ambani as Non-Executive Non-Independent Director

Appoint SRBC & Co LLP and DTS & Associates as statutory auditors for five years and fix their remunerationReappoint Pawan Kumar Kapil as Whole-time Director for five years and fix his remunerationReappoint Nikhil Meswani as Whole-time Director for five years and fix his remunerationReappoint Yogendra Trivedi as Independent Director for five yearsReappoint Prof. Ashok Misra as Independent Director for five yearsReappoint Mansingh Bhakta as Independent Director for five yearsReappoint Dr. Dipak Jain as Independent Director for five years

Management 13Shareholder 14

Management 15Management 16Management 17Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 1Management 2Management 3 Reappoint Rajan Bharti Mittal as a DirectorManagement 4Shareholder 5 Appoint Sanjay Omprakash Nayar as a DirectorShareholder 6 Appoint Tao Yih Arthur Lang as a Director

Management 7Management 1Management 2Management 3Management 4Management 5Shareholder 6

Management 7Management 8Management 9Management 10Management 11Management 12Management 1Management 2Management 3Management 4 To appoint BSR & Co LLP as statutory auditors for five yearsManagement 1Management 2Management 3Management 4Management 5Management 6Management 7

Reappoint Dr. Raghunath Mashelkar as Independent Director for five yearsAppoint Dr. Shumeet Banerji as Independent Director for five yearsAlter Articles of Association to conform with Reserve Bank of India regulationsRatify payment of aggregate remuneration of Rs. 6.1 mn to cost auditors for FY18Approve private placement of non-convertible debentures of up to Rs.250 bnAdoption of financial statements for the year ended 31 March 2017To declare annual dividend of Rs. 2.6 per equity share (face value Rs. 2.0 each)Reappoint G Rajasekaran (DIN :00035582), as director liable to retire by rotationReappoint A K Praburaj (DIN :07004825), as director liable to retire by rotationTo ratify appointment of Abarna & Ananthan as statutory auditors for one yearAuthorize the board to appoint branch auditors in consultation with the statutory auditorsTo extend the tenure of Venkataraman (DIN: 02443410) as MD & CEO for a period of three months from 01 June 2017 to 31 August 2017 under the existing remuneration termsTo reappoint N S Srinath (DIN: 01493217) as Independent Director for a period of three years till 28 June 2020To reappoint V G Mohan Prasad (DIN: 00002802) as Independent director for a period of five years till 14 June 2022To approve a rights issue in the ratio of 1:6 and to issue shares to employees along with the rights issue at Rs.76 per shareAdoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.12 per share and approve final dividend of Rs 4.0 per share of face value Rs 10.0 each

Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their remuneration

Reappoint Devender Singh Rawat as MD & CEO for a period of three years w.e.f 1 April 2017 and fix his remunerationAdoption of financial statements (standalone and consolidated) for the year ended 31 March 2017To declare dividend of Rs. 11.0 per equity share (face value Rs. 2)To reappoint Paresh Sukthankar as director liable to retire by rotationTo reappoint Kaizad Bharucha as director liable to retire by rotationTo reappoint Deloitte Haskins & Sells as statutory auditors at an annual remuneration of Rs. 19.0 mn for FY18To appoint Srikanth Nadhamuni (DIN:02551389) as director with expertise in information technology who is liable to retire by rotationTo reappoint Paresh Sukhthankar as Deputy Managing Director for three years upto 12 June 2020 and to fix his remunerationTo reappoint Kaizad Bharucha as Executive Director for three years upto 12 June 2020 and to fix his remunerationTo reappoint Shyamala Gopinath as part time non-executive chairperson and Independent director for three years upto 1 January 2021 and to fix her remunerationTo ratify and approve related party transactions with Housing Development Finance Corporation Limited (“HDFC Limited”) for FY18To ratify and approve the related party transactions with HDB Financial Services Limited (“HDBFSL”) for FY18To issue debt securities up to Rs. 500.0 bn on private placement basisAdoption of standalone and consolidated financial statements for the year ended 31 March 2017To declare dividend of Rs. 2.4.0 on equity share of face value Rs. 2.0 eachTo appoint Ramesh Iyer (DIN 00220759), as a director liable to retire by rotation

Adoption of financial statements for the year ended 31 March 2017To declare dividend of Rs. 5.0 per equity share (face value Rs. 10.0)To reappoint Y. Ramulu (DIN 07234450) as director liable to retire by rotationTo ratify the appointment of CNK & Associates LLP as statutory auditors for one yearTo reappoint B. Chakrabarti (DIN No. 00017513) as Independent Director for a period of two years upto the conclusion of the 29th AGMTo reappoint M. K. Garg (DIN No. 00081454) as Independent Director for a period of two years upto the conclusion of the 29th AGMTo reappoint A. V. Muralidharan (DIN No. 00015725) as Independent Director for a period of two years upto the conclusion of the 29th AGM

Management 8Management 9 To increase the borrowing limits to Rs 125 bnManagement 10 To approve creation of charge on securitiesManagement 11Management 12Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 11Management 1Management 2Management 3 Reappoint Ms. Renu Sud Karnad as a DirectorManagement 4 Reappoint V. Srinivasa Rangan as a DirectorManagement 5Management 6Management 7Management 8Management 9Management 1Management 2Management 3Management 4Management 5Management 6 Increase borrowing limits to Rs 500 bn from Rs 350 bnManagement 7Management 1Management 2Management 3Management 4Management 5

To appoint S. Gopakumar (DIN 07542356) as Managing Director & CEO for a period of two years upto 7 November 2018

To issue redeemable Non-Convertible Debentures on private placement basis up to Rs. 8.0 bnTo approve related party transactions with General Insurance Corporation of India, The New India Assurance Company Ltd., Oriental Insurance Company Ltd., United India Insurance Company Ltd. and National Insurance Company Ltd. for an amount upto Rs 10.0 bn for a period of one yearAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs. 1.0 per equity share (face value Rs. 5.0)Reappoint Sheikh Faisal Thani Al-Thani as Non-Executive Non-Independent DirectorAppoint Deloitte Haskins & Sells as statutory auditors for five years and fix their remunerationReappoint Manish Kejriwal as Independent Director for five yearsReappoint Gopal Vittal as Managing Director and CEO for five years beginning 1 February 2018 and fix his remuneration with effect from 1 June 2017Ratify remuneration of Rs.0.8 mn payable to RJ Goel & Co as cost auditors for FY18Amend Bharti Airtel Employee Stock Option Scheme 2005 (ESOP 2005)a. Adoption of standalone financial statements for FYE 31 March 2017.b. Adoption of consolidated financial statements for FYE 31 March 2017Declare equity dividend of Rs. 5.0 per share (Face Value: Rs. 2)To reappoint Usha Sangwan (DIN 02609263) as director liable to retire by rotationTo reappoint B. Babu Rao (DIN 00425793) as director liable to retire by rotationTo ratify the reappointment of S. R. Batliboi & Co LLP as Statutory Auditors for one yearTo approve revision in remuneration to Dr. Sanjiv Misra as Non-Executive (Part-time chairman) for one year from 18 July 2017To approve revision in remuneration of Managing Director & CEO, Shikha Sharma from 1 June 2017 for one yearTo approve revision in remuneration of Deputy Managing Director, V. Srinivasan from 1 June 2017 for one yearTo approve revision in remuneration of Executive Director (Retail Banking), Rajiv Anand from 1 June 2017 for one yearTo approve revision in remuneration of Executive Director (Corporate Centre), Rajesh Dahiya from 1 June 2017 for one yearTo approve borrowing/raising funds in Indian Currency/Foreign Currency by issue of debt instruments including but not limited to bonds and non-convertible debentures for an amount upto Rs 350 bnAdoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.3 per share and approve final dividend of Rs 15.0 per share of face value Rs 2.0 each

Appoint B S R & Co. LLP as statutory auditors for five years and fix their remuneration at Rs.16.7 mn for FY18Approve issuance of Non-Convertible Debentures of up to Rs.850 bnApprove related party transactions aggregating to ~Rs.200 bn with HDFC Bank for FY18Approve revision in basic salary for executive directors w.e.f 1 January 2017Amend Articles of Association (AoA) to align with Companies Act 2013Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Re. 0.5/- per equity share (face value Rs. 10.0) for FY17Reappoint Romesh Sobti (DIN: 00031034) as an Executive DirectorReappoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18 and fix their remunerationReappoint R. Seshasayee (DIN: 00047985) as the Non-Independent Non- Executive Chairperson

Issuance of Long-Term Bonds or Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 100 bnAdoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017To confirm the interim dividend of Rs. 1.25 per equity share and declare final dividend of Re.1.0 per equity share of face value Re. 1 eachReappoint Mohit Burman as a Non-Executive Director Non-Independent DirectorReappoint Amit Burman as a Non-Executive Director Non-Independent Director

Management 6Management 7Management 8Management 1Management 2Management 3 Reappoint Subir Chakraborty as an Executive DirectorManagement 4Management 5Management 6Management 1Management 2Management 3Management 4Shareholder 5

Management 6Management 1Management 2Management 3Management 4Shareholder 5

Management 6Management 1Management 2Management 3 Appoint Aniruddha Basu as DirectorManagement 4Management 5Management 6Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 2Management 3Management 4Shareholder 5Shareholder 6Shareholder 7

Management 8Management 9Management 10

Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five yearsRatify remuneration of Rs. 478,000 (plus service tax and out of pocket expenses) for Ramanath Iyer & Co., as cost auditors for FY17 & FY18Reappoint PD Narang as Whole-Time Director for a term of five years from 1 April 2018 and fix his remunerationAdoption of financial statements for the year ended 31 March 2017To confirm the interim dividend of Rs. 1.6 per equity share and declare final dividend of Rs.0.8 per equity share of face value Re. 1 eachReappoint Rajan Raheja as a Non-Executive, Non-Independent DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five yearsRatify remuneration of Rs. 900,000 (plus service tax and out of pocket expenses) for Shome & Banerjee, as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017To declare final dividend of Rs.16.0 per share of face value Rs.10.0Reappoint Dr. Gopichand Katragadda (DIN 02475721) as a Non-Executive Non-Independent DirectorAppoint BSR & Co LLP as statutory auditors for a period of five years and fix their remunerationAppoint Sudhakar Rao (DIN 00267211) as an Independent Director for five years from 1 August 2016Reappoint Madhukar Dev (DIN:00082103) as Managing Director and CEO from 16 January 2017 to 1 October 2019 and fix his remunerationAdoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 10.0 per equity share (face value Rs. 10.0)Reappoint Rakesh Makhija as Non-Executive Non-Independent DirectorRatify Price Waterhouse & Co. as statutory auditors for one year and fix their remunerationAppoint Bernd Stephan as Non-Executive Non-Independent DirectorRatify remuneration of Rs. 380,000 payable to RA & Co. as cost auditor for FY17Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.10 per equity share of face value Rs.1 each

Appoint SR Batliboi & Co as statutory auditors for five years and fix their remunerationApprove creation of mortgage on assets against debt and financial guarantees aggregating to Rs.20.1 bnApprove remuneration of Rs.600,000 payable to Shome and Banerjee, cost auditors for FY18a. Adoption of standalone financial statements for the year ended 31 March 2017.b. Adoption of consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs. 10.0/- per equity share (face value Rs. 10.0) for FY17Reappoint Rajendra Shah (DIN: 00009851) as a Non-Executive Non-Independent DirectorReappoint T Gopi Kannan (DIN: 00048645) as an Executive DirectorAppoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remunerationReappoint Samveg Lalbhai (DIN: 00009278) as Managing Director for five years w.e.f. 15 December 2017 and fix his remunerationApproval for reclassification of members of Sanjay Lalbhai family from promoter to public shareholdersApprove remuneration of Rs. 0.27 mn for R Nanabhoy & Co. as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Declare a final dividend of Rs.4.75 per equity share (face value of Re.1.0 per share)Reappoint Suryakant Balkrishna Mainak (DIN: 02531129) as a Non-Executive Non-Independent DirectorRatification of Deloitte Haskins & Sells as statutory auditor and to fix their remuneration at Rs.29.5mn for FY18Appoint Zafir Alam (DIN: 07641534) as a Non-Executive Non-Independent Director for a period of three years from 28 July 2017Appoint David Robert Simpson (DIN: 07717430) as a Non-Executive Non-Independent Director for a period of three years from 28 July 2017Appoint Ashok Malik (DIN: 07075819) as a Non-Executive Non-Independent Director for a period of three years from 28 July 2017Approve the additional remuneration of Yogesh Chander Deveshwar as a Non-Executive Chairperson for a term of three years with effect from 5 February 2017Revision in terms of Sanjiv Puri as CEO & Whole-Time Director for a period of three years with effect from 5 February 2017Ratify remuneration of Rs.0.4 mn (plus reimbursement of actual expenses) for P. Raju Iyer, cost auditors for the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for the financial year ending 31 March 2018

Management 11Management 1Management 2Management 3Management 4Management 5Shareholder 6

Management 7Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 2Management 3Management 4Management 5Management 6Shareholder 7Shareholder 8

Management 9Management 1Management 2Management 3Management 4Management 5Shareholder 6Shareholder 7 Appoint PS Raghavan as Independent Director for five yearsShareholder 8 Appoint Sujjain Talwar as Independent Director for five years

Management 9Management 10Management 11Management 1Management 2Management 3

Ratify remuneration of Rs. 0.5 mn (plus reimbursement of actual expenses) for Shome & Banerjee, cost auditors for all products other than the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for the financial year ending 31 March 2018Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017To declare final dividend of Rs.5.0 per share of face value Re.1.0Reappoint V Ravichandran (DIN: 00110086) as a Non-Executive Non-Independent DirectorRatify Deloitte Haskins & Sells’ reappointment as statutory auditors and fix remunerationAppoint Ms. Nirupama Rao (DIN 06954879) as an Independent Director for five years from 5 September 2016Approve remuneration of Rs.1.1 mn for V Kalyanaraman and Ms. Jyothi Satish as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs.20.0 per equity share (face value of Rs.5.0)Reappoint G.V. Prasad (DIN: 00057433) as Director retiring by rotationRatify the appointment of S R Batliboi & Associates LLP as statutory auditors for one year and fix their remunerationReappoint K. Satish Reddy (DIN: 00129701) as Whole-time Director designated as Chairperson for a term of five years with effect from 1 October 2017 and fix his remunerationRatify remuneration of Rs. 700,000 payable to Sagar & Associates as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Re.1.0 per equity share (face value Rs.5.0)Reappoint Ravi Mazumdar (DIN: 00109213) as Non-Executive Non-Independent DirectorRatify the appointment of M/s. B S R & Co. LLP as statutory auditors for one year and fix their remunerationReappoint Russel Walls (DIN: 03528496) as an Independent Director for five yearsReappoint Mary Harney (DIN: 05321964) as an Independent Director for five yearsReappoint Daniel M. Bradbury (DIN: 06599933) as an Independent Director for five yearsRatify remuneration of Rs. 450,000 payable to M/s. Rao Murthy & Associates, cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs. 15.0/- per equity share (face value Re. 1.0) for FY17Reappoint Jamshyd Godrej (DIN: 00076250) as a Non-Executive Non-Independent DirectorReappoint Nadir Godrej (DIN: 00066195) as a Non-Executive Non-Independent DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remunerationApprove remuneration of Rs. 0.62 mn for PM Nanabhoy & Co. as cost auditors for FY18Appoint Pirojsha Godrej (DIN: 00432983) as a Non-Executive Non-Independent DirectorAppoint Ndidi Nwuneli (DIN: 07738574) as an Independent Director for five years, w.e.f. 1 April 2017Approve commission for Non-Executive Directors and Independent Directors of upto 1% of net profits or Rs. 2.0 mn per director, whichever is lower for three yearsAdoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Ratify interim dividend of Re. 1.0 per equity share and declare final dividend of Re. 0.75 per equity share (face value Re. 1.0)Reappoint M M Murugappan as Non-Executive Non-Independent DirectorAppoint Price Waterhouse Chartered Accountants LLP as statutory auditors for five years and fix their remunerationAppoint M A M Arunachalam as Non-Executive Non-Independent Director

Reappoint K Srinivasan as Managing Director for two years with effect from 23 November 2017 and fix his remunerationApprove remuneration of Rs. 400,000 payable to S Mahadevan & Co as cost auditors for FY18Approve private placement of non-convertible debentures of up to Rs.2.5 bnAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Ratify interim dividend of Rs. 16.0 per share and special dividend of Rs. 100 per share (face value Rs. 10.0)Declare final dividend of Rs. 24.0 per equity share (face value Rs. 10.0)

Management 4Management 5Management 6Management 7Management 8 Approve private placement of non-convertible debenturesManagement 1Management 2 Approve dividend of Rs.21 per share of face value Rs.2.0 eachManagement 3 Reappoint Vijay Shah as a DirectorManagement 4Shareholder 5 Appoint Anand Piramal as a Director

Management 6Management 7Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 1Management 2Management 3 Declare dividend of Rs. 9.0 per share (FV Rs.5.0)Management 4Management 5 Appoint B S R & Co. LLP as statutory auditors for five yearsManagement 1Management 2Management 3 Reappoint Rajesh Mokashi as an Executive DirectorManagement 4Shareholder 5Shareholder 6Shareholder 7

Management 1Management 2Management 3Management 4Management 5Management 6Management 7 Increase borrowing limit to Rs. 27.5 bn from Rs. 22.5 bnManagement 8 Creation of charge on assets upto Rs. 27.5 bnManagement 9

Reappoint Ramakant Sharma as Non-Executive Non-Independent DirectorAppoint Gupta & Dua as statutory auditors for five years and fix their remunerationRatify remuneration of Rs. 350,000 payable to KG Goyal & Associates as cost auditors for FY18Reappoint Prashant Bangur as Joint Managing Director for five years and fix his remuneration

Adoption of financial statements for the year ended 31 March 2017

Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration

Reappoint Ajay Piramal as Executive Chairperson for a period of five years w.e.f 1 April 2017 and fix his remunerationReappoint Ms Nandini Piramal as Executive Director for a period of five years w.e.f 1 April 2017 and fix her remunerationApprove issuance of non-convertible debentures (NCDs) on a private placement basisApprove remuneration of Rs. 0.6 mn for G.R. Kulkarni & Associates as cost auditors for FY18To charge fees from shareholders in advance for the dispatch of documents in the mode requested by themAdoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Declare final dividend of Re. 1.0/- per equity share (face value Re. 1.0) for FY17Reappoint Philip Auld (DIN: 03543080) as an Executive DirectorAppoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remunerationReappoint Sonia Singh (DIN: 07108778) as an Independent Director for five years, w.e.f. 3 March 2017Reappoint Abhijit Sen (DIN: 00002593) as an Independent Director from 27 May 2017 to 17 November 2020Reappoint Philip Auld (DIN: 03543080) as Managing Director & CEO for a period of three years w.e.f. 1 May 2017 and fix his remunerationIssuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 4.0 bnAdoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017

Reappointment of Ulhas N. Yargop (DIN: 00054530) as director liable to retire by rotation

Adoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.18 per share and declare final dividend of Rs.10 per share (FV Rs.10)

Ratify Khimji Kunverji & Co as statutory auditors and to fix their remunerationAppoint Ms. Sadhana Dhamane (DIN 01062315) as a Non- Executive DirectorAppoint S. B. Mainak (DIN 02531129) as an Independent Director for a term of three years from 1 August 2017Appoint Milind Sarwate (DIN 00109854) as an Independent Director for a term of three years from 1 August 2017Adoption of financial statements for the year ended 31 March 2017Reappoint Pirojsha Godrej (DIN: 00432983) as an Executive DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remunerationRe-designate Pirojsha Godrej (DIN: 00432983) as the Executive Chairperson and revise his remuneration, w.e.f. 1 April 2017Re-designate Mohit Malhotra (DIN: 07074531) as the Managing Director & CEO and revise his remuneration, w.e.f. 1 April 2017Approve remuneration of Rs. 0.1 mn for R. Nanabhoy & Co. as cost auditors for FY18

Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 5.0 bn

Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 11Management 1Management 2Management 3Management 4Management 5Shareholder 6Shareholder 7

Management 8Management 9Management 10Management 1Management 2Management 3Management 4Shareholder 5

Management 6 Authorize the board to appoint branch auditorsManagement 1Management 2Shareholder 3

Management 4

Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs.7.5 per equity share (face value of Rs.2.0) Reappoint Dr. Kamal K. Sharma (DIN: 00209430) as Director retiring by rotationRatify reappointment of B S R & Co. LLP as statutory auditors for one year and fix their remunerationRatify remuneration of Rs. 600,000 payable to S.D. Shenoy as cost auditor for FY18To increase the intercorporate transaction limit to Rs.50.0 bn over and above the aggregate of free reserves and securities premium accountAdoption of financial statements for the year ended 31 March 2017 To confirm interim dividends aggregating Rs.7.0 per share of face value Rs.10.0Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years and fix their remuneration Reappoint Ms. Mamta Gupta (DIN: 00160916) as a Non-Executive Non-Independent Director Redesignate Ishaan Gupta (DIN: 05298583) as Joint Managing Director for five years from 8 February 2017 and fix his remuneration Reappoint Prem Kishan Gupta as CMD (DIN: 00011670) for five years from 20 July 2017 and fix his remuneration Fix commission for non-executive directors at an amount not exceeding 1% of net profits from 1 April 2017 a. Adoption of standalone financial statements for the year ended 31 March 2017.b. Adoption of consolidated financial statements for the year ended 31 March 2017To declare dividend of Rs 0.3 on equity shares of face value Rs. 1To reappoint Rujan Panjwani (DIN 00237366) as Director liable to retire by rotationTo reappoint Price Waterhouse as statutory auditors for a period of five yearsTo reappoint Rashesh Shah (DIN 00008322) as MD & CEO for a period of 5 years from 1 April 2017 and to fix his remunerationTo reappoint Venkatchalam Ramaswamy (DIN 00008509) as Executive Director for a period of 5 years from 1 April 2017 and to fix his remunerationTo reappoint P. N. Venkatachalam (DIN 00499442) as Independent Director for five years till the AGM in the year 2022To reappoint Berjis Desai (DIN 00153675) as Independent Director for five years till the AGM in the year 2022.To reappoint Sanjiv Misra (DIN 03511635) as Independent Director for five years till the AGM in the year 2022To reappoint Navtej S. Nandra (DIN 02282617) as Independent Director for five years till the AGM in the year 2022To reappoint Kunnasagaran Chinniah (DIN 01590108) as Independent Director for five years till the AGM in the year 2022.Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 1.5/- per equity share (face value Rs. 2.0) for FY17Reappoint Karan Thapar (DIN: 00004264) as a Non-Executive Non-Independent DirectorRatify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their remunerationReappoint Wrigley Partington, London, UK as branch auditors for FY18Appoint Ms. Sree Patel (DIN: 03554790) as an Independent Director for three years, w.e.f. 14 February 2017Appoint Nagesh Basavanhalli (DIN: 01886313) as an Executive DirectorAppoint Basavanhalli (DIN: 01886313) as the Managing Director & CEO for three years, w.e.f. 27 September 2016Fix commission to Non-Executive Directors for an amount not exceeding 1% of net profits for five years, w.e.f. 1 April 2017Approve remuneration of Rs. 0.7 mn for Dhananjay V. Joshi & Associates as cost auditors for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Approve dividend of Rs.2.60 per equity share of face value Re.1 eachReappoint Harish Bhat as Non-Executive Non-Independent DirectorAppoint BSR & Co as statutory auditors for five years and fix their remunerationAppoint Atulya Misra as Non-Executive Non-Independent Director

Adoption of financial statements for the year ended 31 March 2017Appoint SRBC & Co LLP as statutory auditors for five years and to fix their remunerationAppoint Jacob Sebastian Madukkakuzy (DIN : 07645510) as Whole-Time DirectorAppoint Jacob Sebastian Madukkakuzy as Whole-Time Director & CFO for a period of five years from 28 October 2016 and fix his remuneration as minimum remuneration

Shareholder 5Management 6Management 7Management 8Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 2 Declare a dividend of Rs.1.75 per share (FV Re.1.0)Management 3Management 4 Ratify SR Batliboi & Co as statutory auditors for FY18Management 5Management 6Management 1Management 2Management 3Management 4Management 5Shareholder 6

Management 7Management 8Management 9Management 1Management 2Management 3Management 4Management 5Management 6Management 7Shareholder 8 Appoint Samir Thariyan Mappillai as DirectorShareholder 9 Appoint Varun Mammen as Director

Management 10Management 11

Appoint Chandrasekar Meenakshi Sundaram (DIN : 07667965) as Whole-Time DirectorAppoint Chandrasekar Meenakshi Sundaram (DIN : 07667965) as Whole-Time Director for a period of five years from 2 January 2017 and fix his remuneration as minimum remunerationApprove commission of upto 1% of net profits for independent directors upto Rs. 0.1 mn each for a period of three years from 1 April 2016Keep the register of members and other documents at the office of the Registrar and Transfer AgentAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs. 3.0 per equity share (face value Re. 1.0)Reappoint PR Venketrama Raja as Non-Executive Non-Independent DirectorAppoint Ramakrishna Raja and Co and SRSV & Associates as statutory auditors for five years and fix their remunerationAppoint PR Venketrama Raja as Chairperson and Managing Director for five years with effect from 4 June 2017 and fix his remunerationApprove private placement of non-convertible debentures of up to Rs.5 bnRatify remuneration of Rs. 400,000 payable to Geeyes & Co as cost auditors for FY18a. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated financial statements for the year ended 31 March 2017 To declare final dividend of Rs.2.0 per share of face value Rs.2.0 Reappoint J D Curravala (DIN: 00277426) as a Non-Executive Non-Independent Director Appoint S R Batliboi and Co. LLP as statutory auditors for a period of five years and fix their remuneration Fix commission for non-executive directors at an amount exceeding 1% of net profits for five years from 1 April 2017 Approve remuneration of Rs.0.62 mn for cost auditors of the various divisions/ plants of the company for FY18 Approve private placement of redeemable non-convertible debentures (NCDs) aggregating Rs.20.0 bn Adoption of a new set of Articles of Association (AoA) containing regulations in line with the Companies Act, 2013 Adoption of financial statements for the year ended 31 March 2017

Reappoint Gurbachan Singh Dhingra as a Non-Executive, Non-Independent Director

Approve commission of upto 1% of net profits for independent directors upto an aggregate of Rs. 10.0 mnRatify remuneration of Rs. 95,000 for N Radhakrishnan & Co and Rs. 75,000 for Shome and Banarjee, as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 13.0/- per equity share (face value Rs. 5.0) for FY17 Reappoint Dr. Pawan Goenka (DIN: 00254502) as an Executive Director Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration Approve remuneration of Rs. 0.75 mn for DC Dave & Co. as cost auditors for FY18 Appoint TN Manoharan (DIN: 01186248) as an Independent Director for five years, w.e.f. 11 November 2016 Reappoint Anand Mahindra (DIN: 00004695) as the Executive Chairperson for five years, w.e.f. 12 November 2016 Reappoint Dr. Pawan Goenka (DIN: 00254502) as the Managing Director for four years, w.e.f. 12 November 2016 Issuance of Non-Convertible Debentures (NCDs) and/or Commercial Paper on a private placement basis upto Rs. 50.0 bn Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs.54 per equity share of face value of Rs.10 eachReappoint Dr. KC Mammen as Non-Executive Non-Independent DirectorAppoint Mahesh, Virender & Sriram as joint statutory auditors for five years and fix their remunerationRatify SCA and Associates as joint statutory auditors and fix their remunerationModification to Articles of Association to increase the size of the board and make Wholetime Directors retire by rotationAuthorize the board to appoint more than 15 directors on board

Revise remuneration payable to KM Mammen as Chairperson and Managing Director with effect from 4 May 2017Revise remuneration payable to Arun Mammen as Vice-Chairperson and Managing Director with effect from 4 May 2017

Management 12Management 13Management 14Management 15Management 1Management 2Management 3Management 4Management 5Management 6Management 7Shareholder 8 Appoint Samir Thariyan Mappillai as DirectorShareholder 9 Appoint Varun Mammen as Director

Management 10Management 11Management 12Management 13Management 14Management 15Management 1Management 2 Declare final dividend of Rs.22.0 per share (FV Rs.2.0)Management 3Management 4 Ratify BSR & Co LLP as statutory auditors for FY18Shareholder 5Shareholder 6

Management 1Management 2Management 3Management 4Shareholder 5

Management 6Management 1Management 2Management 3Management 4Management 5 Reappoint Koushik Chatterjee as DirectorManagement 6Shareholder 7 Appoint N Chandrasekaran as DirectorShareholder 8Shareholder 9Shareholder 10

Management 11Management 12Management 1Management 2

Appoint Rahul Mammen Mappillai as Managing Director for a five-year term with effect from 4 May 2017 and fix his remunerationAppoint Samir Thariyan Mappillai as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his remunerationAppoint Varun Mammen as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his remunerationApprove remuneration of Rs.644,000 payable to C. Govindan Kutty, cost auditors for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs.54 per equity share of face value of Rs.10 eachReappoint Dr. KC Mammen as Non-Executive Non-Independent DirectorAppoint Mahesh, Virender & Sriram as joint statutory auditors for five years and fix their remunerationRatify SCA and Associates as joint statutory auditors and fix their remunerationModification to Articles of Association to increase the size of the board and make Wholetime Directors retire by rotationAuthorize the board to appoint more than 15 directors on board

Revise remuneration payable to KM Mammen as Chairperson and Managing Director with effect from 4 May 2017Revise remuneration payable to Arun Mammen as Vice-Chairperson and Managing Director with effect from 4 May 2017Appoint Rahul Mammen Mappillai as Managing Director for a five-year term with effect from 4 May 2017 and fix his remunerationAppoint Samir Thariyan Mappillai as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his remunerationAppoint Varun Mammen as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his remunerationApprove remuneration of Rs.644,000 payable to C. Govindan Kutty, cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017

Reappoint AK Hirjee as a Non- Executive, Non-Independent Director

Appoint Dr. Ajay Shah (DIN:01141239) as an Independent Director for a period of five years from 13 February 2017Appoint Dr. Yashwantrao Thorat (DIN: 02652734) as an Independent Director for a term of five years from 13 February 2017Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs. 35.0 per equity share (face value Rs. 10.0)Reappoint V Sathyakumar as Non-Executive Non-Independent DirectorRatify S Krishnamoorthy & Co as statutory auditors for one year and fix their remunerationAppoint Arun Alagappan as Independent Director for five yearsRatify remuneration of Rs. 600,000 payable to AN Raman as cost auditor for FY18Adoption of standalone financial statements for the year

ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Declare dividend of Rs.10 per equity share of face value of

Rs.10 eachReappoint Dinesh Kumar Mehrotra as Non-Executive Non-Independent Director

Appoint Price Waterhouse & Co as statutory auditors for five years and fix their remuneration

Appoint Dr. Peter (Petrus) Blauwhoff as Independent Director for five years beginning 7 February 2017Appoint Aman Mehta as Independent Director from 29

March 2017 to 21 August 2021Appoint Deepak Kapoor as Independent Director for five years beginning 1 April 2017Approve remuneration of Rs.1.8 mn payable to Shome &

Banerjee, cost auditors for FY18Issue Non-Convertible Debentures upto Rs.100 bn on private placement basisAdoption of financial statements for the year ended 31

March 2017Declare final dividend of Rs. 100.0/- per equity share (face value Rs. 10.0) for FY17

Management 3Management 4Management 5Management 1Management 2Management 3Management 4Management 5 Authorize the board to appoint branch auditorsManagement 6Management 7Management 8Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 2Management 3Management 4Management 5Management 1Management 2 Declare dividend of Rs. 1.3 per share (Face Value: Rs.2)Management 3 Declare dividend on preference sharesManagement 4Management 5Management 6Shareholder 7

Management 8Management 9 Issue securities up to Rs. 50 bnManagement 10 Approve private placement of non-convertible debenturesManagement 1Management 2Management 3Management 4Management 5Management 1Management 2 Reappoint Amit Laroya as a Director Management 3Shareholder 4 Appoint Jong Ho Lee as a Director

Management 5Management 6

Appoint SR Batliboi & Co. LLP as statutory auditors for a period of five years and fix their remunerationApprove remuneration for Siddhartha Lal, Managing Director for one year, w.e.f. from 1 May 2017Approve remuneration of Rs. 0.2 mn for V Kalyanaraman as cost auditors for FY18A. Adoption of standalone financial statements for the year ended 31 March 2017; B. Adoption of consolidated financial statements for the year ended 31 March 2017Declare dividend of Rs.11.50 per equity share of face value of Rs.10 eachReappoint HV Goenka as Non-Executive Non-Independent DirectorReappoint SRBC & Co as statutory auditors for five years and fix their remuneration

Reappoint Anant Vardhan Goenka as the Managing Director for five years beginning 1 April 2017 and fix his remunerationApprove remuneration of Rs.300,000 payable to DC Dave & Co, cost auditors for FY18Issue Non-Convertible Debentures upto Rs.5 bn on private placement basisa. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.0.2 per equity share (FV of Re.1.0)Declare final dividend of Rs.0.3 per equity share (FV of Re.1.0)Reappoint Anil Kumar Jani (DIN: 07078868) as a Non-Executive Non-Independent Director retiring by rotationAppoint S R B C & Co. LLP as statutory auditors for a period of five years and fix their remunerationReappoint Jagruti S. Engineer (DIN: 00067276) as a Whole-time Director for a period of three years with effect from 1 May 2017 and fix her remunerationApprove issuance of Non-Convertible Debentures of up to Rs.2 bnRatify remuneration of Rs. 125,000 payable to V. H. Savalia & Associates as cost auditors for FY18a. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated financial statements for the year ended 31 March 2017To declare final dividend of Rs.11.0 per share of face value Rs.10.0Appoint S Padmanabhan (DIN - 00306299) as Non-Executive Non-Independent DirectorAppoint B S R & Co LLP as statutory auditors for a period of five years and fix their remunerationApprove remuneration of Rs.0.9 mn for D.C. Dave & Co and Rs.0.12 for Ramanath Iyer & Co as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017

Reappoint Rajesh S. Adani as a Non- Executive, Non-Independent DirectorAppoint Deloitte Haskins & Sells LLP as statutory auditors for five yearsReappoint Gautam Adani as MD for a period of five years from 1 July 2017 and fix his remunerationAppoint Karan Adani (DIN: 03088095) as an Executive DirectorAppoint Karan Adani as CEO & Whole-Time Director for a period of five years from 24 May 2017 and fix his remuneration

Adoption of financial statements for the year ended 31 March 2017 Declare final dividend of Re. 1.0/- per equity share (face value Rs. 2.0) for FY17 Reappoint GRK Prasad (DIN: 00006852) as an Executive Director Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years and fix their remuneration Approve remuneration of Rs. 0.7 mn for Narasimha Murthy & Co. as cost auditors for FY18 Adoption of financial statements for the year ended 31 March 2017

Ratify appointment of BSR & Co. LLP as statutory auditors for FY18Reappoint B V Shankaranarayana Rao as a Whole Time Director for the period 1 April 2017 to 13 May 2020 and fix his remuneration Approve remuneration of Rs. 0.43 mn for Rao, Murthy & Associates as cost auditors for FY18

Management 7Management 8Management 1Management 2Management 3 Reappoint G K Agarwal as DirectorManagement 4 Reappoint Kishore Saletore as DirectorManagement 5Management 6Management 1Management 1Management 2 Declare dividend of Rs. 25 per share (Face Value: Rs.10)Management 3Management 4Management 5Management 6Management 7 Appoint Vedji Ticku (DIN: 07822283) as an Executive DirectorManagement 8Management 9 Appoint VS Ganesh (DIN: 07822261) as an Executive DirectorManagement 10Management 11Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 1Management 2Management 3 Reappoint Vir S Advani as Director; liable to retire by rotationManagement 4Management 5Shareholder 6Shareholder 7Shareholder 8

Management 9Management 1Management 2Management 3Management 4Management 5Shareholder 6

Management 7Management 1Management 2

Ratify related party transactions pertaining to purchase of materials, royalty and corporate management fee in excess of pre-approved limits with 3M Company, USA for FY17 Approve related party transactions with 3M Company, USA for three years w.e.f 1 April 2017 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Ratify interim dividend of Rs. 2.50 per equity share and declare final dividend of Rs. 5.0 per equity share (face value Rs. 2.0)

Reappoint SRBC & Co LLP as statutory auditors for five years and fix their remunerationApprove remuneration of Rs. 1 mn payable to Dhananjay V Joshi & Associates as cost auditors for FY18Approve amalgamation of Godrej Vikhroli Properties India Limited (GVPIL), a 95%owned subsidiary, with GPL Adoption of financial statements for the year ended 31 March 2017

Reappoint Nari Genomal as a Non- Executive, Non-Independent DirectorReappoint Ramesh Genomal as a Non- Executive, Non-Independent DirectorRatify SR Batliboi & Associates LLP as statutory auditors for FY18Reappoint BC Prabhakar as an Independent Director for a period of five years from 13 September 2017Appoint Vedji Ticku as Executive Director and CEO for a period of five years from 25 May 2017 and fix his remuneration at a maximum of Rs.75mnAppoint VS Ganesh as Executive Director- Manufacturing & Operations for a period of five years from 25 May 2017 and fix his remuneration at a maximum of Rs.40mnTo pay remuneration up to Rs.7.0 mn as commission to the non-executive directors in FY18Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 1.75/- per equity share (face value Re. 1.0) for FY17Reappoint Adi Godrej (DIN: 00065964) as a Non-Executive Non-Independent DirectorReappoint Tanya Dubash (DIN: 00026028) as an Executive DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remunerationIncrease borrowing limit to Rs. 20.0 bn, over and above paid-up capital and free reserves from Rs. 15.0 bn, over and above paid-up capital and free reservesApprove remuneration of Rs. 0.26 mn for R. Nanabhoy & Co. as cost auditors for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare dividend of Rs.7.50 per equity share of face value of Rs.2 each

Ratify SRBC & Co as statutory auditors and fix their remuneration for FY18Approve remuneration of Rs.1.2 mn payable to Narasimha Murthy & Co, cost auditors for FY18Appoint Rajiv R Lulla as Non-Executive Non-Independent Director beginning 1 December 2016Appoint Dinesh N Vaswani as Non-Executive Non-Independent Director beginning 1 December 2016Appoint Sam Balsara as Independent Director for five years beginning 20 June 2017Remove the cap on commission and performance linked incentives payable to Vir S Advani and B ThiagarajanAdoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.6.5 per equity share (face value of Rs.10.0)Reappoint Dr. Sharvil P. Patel (DIN: 00131995) as a Non-Executive Non-Independent Director retiring by rotationRatify reappointment of M/s. Dhirubhai Shah & Doshi as statutory auditors for one year and fix their remunerationRatify remuneration of Rs. 225,000 payable to M/s. Dalwadi & Associates as cost auditors for FY18Appoint Kulin Lalbhai as an Independent Director for a period of five years until 18 November 2021To approve change in place of keeping Registers and Index of Members, Debenture holders and copies of Annual ReturnsAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs.2.0 per equity share (face value of Rs.2.0)

Management 3Management 4Shareholder 5Shareholder 6

Management 7Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 2Management 3 Reappoint Dr. N Muthukumar as DirectorManagement 4Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 2Management 3Management 4 Reappoint Mehernosh Kapadia as DirectorManagement 5Shareholder 6

Management 7Management 8Management 1Management 2Management 3 Reappoint Kailashchandra Nuwal (DIN: 00374378) as Director

Reappoint S. Radhakrishnan (DIN: 02313000) as Whole-time DirectorRatify reappointment of Walker Chandiok & Co. LLP as statutory auditors for one year and fix their remunerationAppoint Ireena Vittal (DIN: 05195656) as an Independent Director for a period of five years from 1 December 2016 until 30 November 2021Appoint Peter Lankau (DIN: 07688110) as an Independent Director for a period of five years from 10 January 2017 until 9 January 2022Re-designate Samina Vaziralli (DIN: 00027923) as Executive Vice-Chairperson with effect from 1 April 2017 until 9 July 2020 and revise her remunerationRatify remuneration of Rs. 100,000 payable to D. H. Zaveri as cost auditor for FY18Issuance of FCCB/GDR/ADR/Other instruments convertible in equity shares aggregating upto Rs.20.0 bnIssue debt securities upto Rs.20.0 bn on a private-placement basisAdoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17Declare final dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17Reappoint Ms. Khushali S. Solanki (DIN: 07008918) as a Non-Executive Non-Independent DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remunerationReappoint Yashwant M. Patel (DIN: 02103312) as an Executive Director for five years, w.e.f. 1 April 2017Approve related party transactions with Welcast Steels Ltd., a 74.85 % subsidiary for purchase of goods in FY18Approve remuneration of Rs. 0.4 mn for Kiran J. Mehta & Co. as cost auditors for FY18Adoption of a new set of Articles of Association (AoA) containing regulations in line with the Companies Act, 2013Keep the register of members and other documents at the office of the Registrar and Transfer AgentAdoption of standalone and consolidated financial statements for the year ended 31 March 2017To confirm three interim dividends of Rs. 0.5 per share each, aggregating to Rs. 1.50 per share of face value Rs. 2 eachTo reappoint E.A. Kshirsagar (DIN:00121824) as director liable to retire rotationTo appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of five yearsTo reappoint V.P. Nandakumar (DIN:00044512) as MD & CEO for five years from 28 July 2017 and to fix his remunerationTo issue secured redeemable Non-Convertible Debentures up to Rs. 20 bn on private placement basisAdoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 8.0 per equity share (face value Rs. 10.0)

Appoint S R Batliboi & Associates LLP as statutory auditors for five years and fix their remunerationAdoption of financial statements for the year ended 31 March 2017Ratify interim dividend of Rs. 1.90 per share and special dividend of Rs. 27.50 per share (face value Rs. 2.0)Reappoint Navin Agarwal as Non-Executive Non-Independent DirectorRatify S R Batliboi & Co LLP as statutory auditors for one year and fix their remunerationRatify remuneration of Rs. 180,000 payable to KG Goyal & Company as cost auditors for FY18Pay upto 1% of net profit as commission to Non-Executive directors for five years beginning 1 April 2017Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Declare final dividend of Re. 0.35 per equity share (face value Re. 1.0)

Appoint BSR & Co LLP as statutory auditors for five years and fix their remunerationAppoint N Chandrasekaran as Non-Executive Non-Independent DirectorIssue Non-Convertible Debentures upto Rs.5 bn on private placement basisApprove payment of minimum remuneration to Rakesh Sarna as Managing Director and CEO from 1 April 2017 to 30 November 2017Adoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.2.0 per equity share and declare final dividend of Rs.3.0 per equity share (face value of Rs.2.0)

Management 4Management 5Management 6Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 1Management 2Management 3 Reappoint Sushobhan Sarker as a DirectorManagement 4 Reappoint Shailendra Roy as a DirectorManagement 5 Reappoint R. Shankar Raman as a DirectorManagement 6Management 7Shareholder 8 Appoint Jayant Damodar Patil as a DirectorShareholder 9 Appoint Arvind Gupta as a Director

Management 10Management 11Management 12Management 13Management 14Management 1Management 2Management 3Management 4Shareholder 5Shareholder 6

Management 7Management 8Management 9Management 1Management 2Management 3Management 4Management 5Shareholder 6Shareholder 7Shareholder 8Shareholder 9Shareholder 10Shareholder 11

Management 12

Appoint SRBC & Co. LLP and Akshay Rathi & Associates as statutory auditors for five years and fix their remunerationReappoint Roomie Dara Vakil (DIN: 00180806) as Whole-time Director for a period of one year beginning 1 April 2017Ratify remuneration of Rs. 110,000 payable to Khanuja Patra & Associates as cost auditors for FY18Adoption of standalone & consolidated financial statements for the year ended 31 March 2017To confirm interim dividend of Rs. 2.0 per equity share (face value Re.1.0) as final dividendReappoint Pankaj Mittal as Director liable to retire by rotationAppoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five yearsTo reappoint Pankaj Mital as Chief Operating Officer from 1 April 2017 till 30 September 2021Approve remuneration of Rs.1.25 mn for M. R. Vyas and Associates as cost auditors for FY18Approve amalgamation of Spectrum Infotech Private Limited (SIPL), a wholly owned subsidiary, with L&TAdoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.21 per share (pre-bonus) of face value Rs.2.0 each

Reappoint Subodh Bhargava as an Independent Director for five years w.e.f 30 March 2017Reappoint S. N. Subrahmanyan as CEO & MD for a period of five years w.e.f 1 July 2017 and fix his remuneration

Appoint Jayant Damodar Patil as Whole Time Director for a period of five years w.e.f 1 July 2017 and fix his remunerationApprove issuance of equity linked securities up to Rs.40 bn or $600 mn, whichever is higherApprove issuance of non-convertible debentures (NCDs) of up to Rs.60 bnRatify appointment of Deloitte Haskins & Sells as statutory auditors for FY18Approve remuneration of Rs. 1.2 mn for R. Nanabhoy & Co. as cost auditors for FY18Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Reappoint Dr. Ralph Speth (DIN: 03318908) as a Non-Executive Non-Independent DirectorAppoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remunerationAppoint Natarajan Chandrasekaran (DIN: 00121863) as a Non-Executive Non-Independent DirectorAppoint Om Prakash Bhatt (DIN: 00548091) as an Independent Director for five years, w.e.f. 9 May 2017Reappoint Satish Borwankar (DIN: 00004695) as an Executive Director and COO for two years, w.e.f. 16 July 2017Approve remuneration of Rs. 0.5 mn for Mani & Co. as cost auditors for FY18Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 30.0 bnAdoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Declare dividend of Rs.1.3 per equity share (face value of Re.1.0 per share)Reappoint Ms. Sandhya S. Kudtarkar as a Non-Executive Non-Independent DirectorAppoint SRBC & Co. LLP as statutory auditors for five years and fix their remunerationAppoint N. Chandrasekaran (DIN: 00121863) as a Non-Executive Non-Independent DirectorAppoint S. Padmanabhan (DIN: 00306299) as a Non-Executive Non-Independent DirectorAppoint Ms. Anjali Bansal (DIN: 00207746) as an Independent Director for a period of five years from 14 October 2016Appoint Ms. Vibha Padalkar (DIN: 01682810) as an Independent Director for a period of five years from 14 October 2016Appoint Sanjay V. Bhandarkar (DIN: 01260274) as an Independent Director for a period of five years from 14 October 2016Appoint K. M. Chandrasekhar (DIN: 06466854) as an Independent Director for a period of five years from 4 May 2017Reappoint Ashok S. Sethi as COO and Executive Director for the period from 1 April 2017 to 30 April 2019 and fix his remuneration

Management 13Management 14Management 15Management 16Management 17 Authorize the board to appoint branch auditorsManagement 18Management 1Management 2Management 3 Reappoint Peter Mueller as a Director Management 4Shareholder 5 Appoint Ms. Miriam Colling-Hendelkens as a Director

Management 6Management 7Management 8Management 1Management 1Management 2Management 3 Reappoint S. N. Subrahmanyan as a DirectorManagement 4 Reappoint A. M. Naik as a DirectorManagement 5Management 6Management 7Shareholder 8Shareholder 9

Management 10Management 11Management 12Management 1Management 2Management 3 Reappoint J V Ranga Raju as a DirectorManagement 4 Reappoint N R Alluri as a DirectorManagement 5Management 6Management 7Management 8Management 9Management 1Management 1Management 2 Declare dividend of Rs. 0.8 per share (FV Rs.10)Management 3Management 4Shareholder 5Shareholder 6

Management 7Management 8

Revision in terms of remuneration of Anil Sardana as CEO and MD from 1 April 2018Approve private placement of Non-Convertible Debentures upto an amount of Rs.70 bnTo increase the authorised share capital to Rs. 5.79 bn from Rs. 5.29 bnTo alter the Memorandum of Association on account of increase the authorised share capitalRatify remuneration of Rs 650,000 (plus service tax and out of pocket expenses) for Sanjay Gupta and Associates as cost auditors for the financial year ending 31 March 2018Adoption of financial statements for the year ended 31 March 2017 Approve dividend of Rs.17 per share of face value Rs.10.0 each

Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration

Approve remuneration of Rs. 0.55 mn for D. C. Dave & Co as cost auditors for FY18 Approve related party transactions with Bayer AG aggregating up to Rs.18 bn each year Approve related party transactions with Bayer Vapi Private Ltd (BVPL) aggregating up to Rs.6 bn each year Approve amalgamation of AugmentIQ Data Sciences Private Limited (AugmentIQ), a wholly owned subsidiary, with L&T InfotechAdoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.9.7 per share of face value Re.1.0 each

Appoint B. K Khare & Co as statutory auditors for a period of five years and fix their remunerationReappoint Samir Desai as an Independent Director for a period of four years w.e.f 1 April 2017Reappoint M. M. Chitale as an Independent Director for a period of five years w.e.f 1 April 2017Appoint Sanjeev Aga as an Independent Director for five years w.e.f 9 November 2016Appoint Sudip Banerjee as an Independent Director for five years w.e.f 20 May 2017Revise basic salary of Sanjay Jalona, CEO and MD for the remainder of his termAppoint Aftab Zaid Ullah as Whole Time Director for a period of five years w.e.f 9 November 2016 and fix his remunerationAppoint Sudhir Chaturvedi as Whole Time Director for a period of five years w.e.f 9 November 2016 and fix his remunerationAdoption of financial statements for the year ended 31 March 2017Approve dividend of Rs.0.4 per share of face value Rs.2.0 each

Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remunerationReappoint A A V Ranga Raju as MD for a period of five years w.e.f 1 April 2017 and fix his remunerationReappoint A G K Raju as Executive Director for a period of five years w.e.f 1 April 2017 and fix his remunerationReappoint J V Ranga Raju as Executive Director for a period of five years w.e.f 1 April 2017 and fix his remunerationRatify remuneration of Rs. 0.2 mn paid to Vajralingam & Co as cost auditors for FY17To issue securities to Qualified Institutional Buyers (QIB) through Qualified Institutional Placement (QIP) for an amount not exceeding Rs 45.0 bnAdoption of standalone & consolidated financial statements for the year ended 31 March 2017

Reappoint R. Shankar Raman as (DIN: 00019798), Director as director liable to retire by rotationRatify appointment of B. K. Khare & Co. and Deloitte Haskins & Sells LLP as joint statutory auditorsAppoint Nishi Vasudeva (DIN: 03016991) as Independent Director for five years upto 14 June 2022Appoint Vaishali Kasture (DIN: 01837395), as Independent Director for five years upto 14 June 2022Appoint Pavninder Singh (DIN: 03048302) of Bain Capital as Nominee Director, not liable to retire by rotationApprove private placement of non-convertible debenture (NCD) of upto Rs. 20 bn

Management 9Management 1Management 1Management 2Management 3 Reappoint Ms. Rohini Bhatia as a DirectorManagement 4Management 5Management 1Management 2Management 3Management 4Management 5Management 6Management 7 Private placement of debentures upto Rs.200 bnManagement 1Management 2Management 3Management 4Management 5Management 6Management 7Shareholder 8

Management 9Management 1Management 2Management 3Management 4Management 5Shareholder 6Shareholder 7Shareholder 8

Management 9Management 10Management 11Management 1Management 2Management 3Management 4Management 1Management 2Management 3Management 4Management 5Shareholder 6 Appoint Dr. Andreas Wolf as Director

Management 7

Approve issue of Non-Convertible Redeemable Preference Shares of upto Rs. 15 bn by way of public offer or on a private placement basisApproval for buyback of upto 343.7 mn equity shares at Rs. 320.0 per share (face value Rs. 2) through a tender offer, aggregate consideration not to exceed Rs 110.0 bnAdoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.34 per share of face value Rs.10.0 each

Ratify appointment of BSR & Co LLP as statutory auditors for FY18Approve issuance of securities to increase the minimum public shareholding to up to 30%Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.18 per equity share and declare final dividend of Re.1 per equity share of Rs.10 eachReappoint Verghese Cherian as Director, liable to retire by rotationReappoint Anish Aggarwal as Director, liable to retire by rotationAppoint Dr. SSV Ramakumar as Director (Research & Development) beginning 1 February 2017 and fix his remunerationApprove remuneration of Rs.1.85 mn payable to cost auditors for FY18

Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.2.5 per equity share (face value of Re.1.0)Reappoint P. Sarath Chandra Reddy (DIN: 01628013) as a Director retiring by rotationReappoint Dr. M. Sivakumaran (DIN: 01284320) as a Director retiring by rotationAppoint B S R & Associates LLP as statutory auditors for a period of five years and fix their remunerationReappoint P. V. Ramprasad Reddy as Executive Chairperson and Managing Director, Aurobindo Pharma USA Inc. for a period of five years to a place of profit with effect from 1 December 2017 and fix his remunerationAppoint Rangaswamy Rathakrishnan Iyer (DIN: 00474407) as an Independent Director for a period of two years with effect from 9 February 2017Revise remuneration to N. Govindarajan, Managing Director, with effect from 1 April 2017 until 31 May 2018Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare dividend of Re.1 per equity share of face value of Re.1 eachReappoint Hari Prasad Agarwal as Director, liable to retire by rotationReappoint Prem Kumar Bhajanka as Director, liable to retire by rotationRatify Singhi & Co as statutory auditors and fix their remuneration for FY18Appoint Vijay Chhibber as Independent Director for three years beginning 1 February 2017Appoint Debanjan Mandal as Independent Director for three years beginning 1 August 2017Appoint Sunil Mitra as Independent Director for three years beginning 3 August 2017Appoint Ms. Nikita Bansal as Director, liable to retire by rotationAppoint Ms. Nikita Bansal as Wholetime Director for five years beginning 1 February 2017 and fix her remunerationReappoint Hari Prasad Agarwal as Vice Chairperson for five years beginning 1 June 2017 and fix his remunerationApprove increase in authorized share capital to Rs. 150.0 bn and consequently alter the capital clause of the Memorandum of Association (MOA)Issue one equity share of Rs.10 each as bonus for each equity share held in the companyApprove Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017) under which 63.3 mn stock options will be issuedApprove grant of stock options to the employees of subsidiaries of the company under Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017)Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Ratify special dividend of Rs. 75.0 per equity share and declare final dividend of Rs. 90.0 per equity share (face value Rs. 10.0)Reappoint Peter Tyroller as Non-Executive Non-Independent DirectorAppoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their remunerationRe-designate Soumitra Bhattacharya as Managing Director from 1 January 2017 to 30 June 2020 and fix his remunerationAppoint Dr. Andreas Wolf as Joint Managing Director from 1 January 2017 to 28 February 2019 and fix his remuneration

Management 8Management 9Management 1Management 2Management 3Management 4Management 5Management 6Shareholder 7

Management 8Management 9Management 1Management 2Management 3 Approval for the issue of bonus shares in the ratio of 1:1Management 1Management 2Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8 Approval for amendment to Articles of AssociationManagement 9Management 10Management 11Management 12Management 13Management 1Management 1Management 2Management 3Management 4Management 5Shareholder 6Shareholder 7

Management 8Management 9Management 10Management 11Management 1Management 2Management 3Management 4

Appoint Jan Oliver Rohrl as Whole-time director from 11 February 2017 to 31 December 2020 and fix his remunerationApprove remuneration of Rs. 600,000 payable to Rao, Murthy & Associates as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017 Declare final dividend of Rs. 75.0 per equity share (face value Rs. 5.0) for FY17 Reappoint Toshihiro Suzuki (DIN: 06709846) as a Non-Executive Non-Independent Director Reappoint Shigetoshi Torii (DIN: 06437336) as an Executive Director Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their remuneration Reappoint Shigetoshi Torii (DIN: 06437336) as Director (Production) for three years, w.e.f. 31 July 2017 Appoint Ms. Renu Sud Karnad (DIN: 00008064) as an Independent Director for five years, w.e.f. 27 July 2017 Approve remuneration of Rs. 0.22 mn for RJ Goel & Co. as cost auditors for FY18Adopt new set of Articles of Association (AoA) and Memorandum of Association (MoA) in conformity with Companies Act 2013 Increase in authorised share capital from Rs.350 mn to Rs.700 mn and alteration of the Capital Clause in the Memorandum of Association (MoA)Alteration in the Articles of Association (AoA) for increase in authorized share capital

Sub-division of one equity share of FV Rs 10.0 each into five equity shares of Rs 2.0 eachAlteration of Capital Clause of Memorandum of Association following the sub-division of equity sharesAdoption of financial statements for the year ended 31 March 2017To confirm three interim dividends amounting to Rs. 27 per equity share (FV Rs. 2) To reappoint Ajit Kumar Mittal (DIN: 02698115), as director liable to retire by rotation To reappoint Ashwini Omprakash Kumar (DIN: 03341114), as director liable to retire by rotation To appoint S.R. Batliboi & Co. LLP as statutory auditors for five years To increase the borrowing limit from Rs. 1250.0 bn from Rs. 1450.0 bn To issue redeemable non-convertible debentures on private placement basis, upto the current borrowing limits of Rs 1250.0 bn Re-appointment of Sameer Gehlaut (DIN: 00060783) as Executive Chairman for five years from 19 March 2018 and to fix his remuneration Re-appointment of Gagan Banga (DIN: 00010894) as Vice Chairman, Managing Director and CEO for five years from 19 March 2018 and to fix his remuneration Re-appointment of Ajit Kumar Mittal (DIN: 02698115) as Executive Director for five years from 19 March 2018 and to fix his remuneration Re-appointment of Ashwini Omprakash Kumar (DIN: 03341114) as Deputy Managing Director for five years from 19 March 2018 and to fix his remuneration Appointment of Sachin Chaudhary (DIN: 02016992) as Wholetime Director for five years from 21 October 2016 and to fix his remuneration Issue of equity shares upto Rs 30.0 bn by way of QIP to QIBs, follow on public offer, rights issue or ESOPs or any other mode / combination thereofAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.31.50 per equity share and declare final dividend of Re.1 per equity share of Rs.10 eachReappoint Ramesh Srinivasan as Director, liable to retire by rotationFix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18Appoint Rajkumar Duraiswamy as Chairperson and Managing Director beginning 1 October 2016 and fix his remunerationAppoint Vishal V Sharma as Independent Director for three years beginning 9 February 2017Appoint Paul Antony as nominee director of Government of India with effect from 19 April 2017, liable to retire by rotationAppoint Sivakumar Krishnamurthy as Wholetime Director (Finance) beginning 1 May 2017 and fix his remunerationPrivate placement of non-convertible debentures and/or other debt securitiesRatify related party transaction with Bharat Oman Refineries Limited for FY17 and approve transactions for FY18Ratify payment of Rs.320,000 as remuneration to cost auditors, ABK & Associates and Bandyopadhyaya Bhaumik & Co, for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.8.50 per equity share and declare final dividend of Rs.2.70 per equity share of Rs.10 eachReappoint Dr. Ashutosh Karnatak as Director, liable to retire by rotationFix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

Management 5Management 6Management 7Management 8Management 9Management 10Management 11Management 12Management 13Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 1Management 2Management 3 Reappoint SN Prasad as Director, liable to retire by rotationShareholder 4

Management 5Management 6Management 1Management 2 Declare final dividend of Rs.5 per equity share of Rs.10 eachManagement 3Management 4Management 5Management 6Shareholder 7Shareholder 8Shareholder 9

Management 10Management 11 Approve related party transactions for FY18Management 12Management 13Management 14Management 1Management 2Management 3Management 4Management 5Management 1Management 2Management 3 Reappoint Ravi P Singh as Director, liable to retire by rotationManagement 4

Appoint Dinkar Prakash Srivastava as Independent Director for three years beginning 31 January 2017Appoint Dr. Anup K. Pujari as Independent Director for three years beginning 31 January 2017Appoint PK Gupta as Wholetime Director (Human Resources) beginning 1 February 2017 and fix his remunerationAppoint Gajendra Singh as Wholetime Director (Marketing) beginning 5 April 2017 and fix his remunerationRatify remuneration of Rs.2.1 mn paid to cost accountants for FY17 and payable in FY18Approve related party transaction upto Rs.191 bn with Petronet LNG Ltd during FY18Increase authorized share capital from Rs.20 bn to Rs.50 bn and subsequent alteration to Memorandum and Articles of AssociationAlteration to Article 40 of the Articles of Association to enable consolidation and re-issuance of debt securitiesIssuance of non-convertible bonds upto Rs.25 bn on private placement basisAdoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 1.1 per equity share (face value Re. 1.0) for FY17Reappoint AK Agarwala (DIN: 00023684) as a Non-Executive Non-Independent DirectorAppoint Price Waterhouse & Co. LLP as statutory auditors for a period of five years and fix their remunerationApprove remuneration of Rs. 1.2 mn for Nanabhoy & Co. as cost auditors for FY18Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 60.0 bnApprove amalgamation of Asian Paints (International) Limited (APIL), a wholly owned subsidiary, with Asian Paints LimitedAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.19.90 per equity share of Rs.10 each

Appoint Ms. Reena Sinha Puri as Non-Executive Non-Independent DirectorRatify remuneration of Rs.201,094 paid to Balwinder & Associates, cost accountants for FY17Appoint VK Thakral as Independent Director for three years beginning 6 Sep 2017Adoption of financial statements for the year ended 31 March 2017

Reappoint KD Tripathi as Non-Executive Non-Independent DirectorReappoint Subir Purkayastha as Non-Executive Non-Independent DirectorReappoint DK Sarraf as Non-Executive Non-Independent DirectorReappoint TR Chadha & Co LLP as statutory auditor for five years and fix their remuneration for FY18Appoint GK Satish as Non-Executive Non-Independent DirectorAppoint Dr. T Natarajan as Non-Executive Non-Independent DirectorAppoint D Rajkumar as Non-Executive Non-Independent DirectorApprove remuneration of Rs.99,990 payable to KL Jaisingh & Co, cost accountants for FY18

Appoint Subhash Kumar as Wholetime Director (Finance) for five years beginning 5 August 2017 and fix his remunerationReappoint Rajender Singh as Wholetime Director (Technical) from 14 November 2017 until 19 July 2019 and fix his remunerationIncrease FII investment limit from 30% to 40% of the paid-up equity share capitalAdoption of standalone and consolidated financial statements for the year ended 31 March 2017To declare final dividend of Rs.2.2 per share of face value Rs.2.0Appoint Anil Mukim (DIN 02842064) as Non-Executive Non-Independent DirectorAppoint T R Chadha & Co LLP as statutory auditors for a period of two years and fix their remunerationApprove remuneration of Rs.0.48 mn for A G Dalwadi & Company as cost auditors for the financial year ending 31 March 2018Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Re.1 per equity share and declare final dividend of Rs.3.35 per equity share of Rs.10 eachFix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

Management 5Management 6Management 7Shareholder 8

Management 9Management 10Management 11Management 12Management 13Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8 Approval for the issue of bonus shares in the ratio of 1:10Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 2Management 3Management 4Management 5Management 6Shareholder 7Shareholder 8Shareholder 9

Management 1Management 2Management 3 Reappoint KK Sharma as Director, liable to retire by rotationManagement 4

Appoint K Sreekant as Wholetime Director (Finance) for five years beginning 16 August 2016 and fix his remunerationAppoint Prabhakar Singh as Wholetime Director (Projects) for five years beginning 8 February 2017 and fix his remunerationAppoint Tse Ten Dorji as Independent Director for three years beginning 16 February 2017Appoint Ms. Jyotika Kalra as Independent Director beginning 16 February 2017 to 6 April 2017Approve payment of Rs.250,000 as remuneration payable to Chandra Wadhwa & Co, cost auditors for FY18Increase borrowing limit from Rs.1,500 bn to Rs.1,800 bn and provide charge on assetsPrivate placement of non-convertible debentures/bonds/other securities aggregating to Rs.200 bnAlteration to objects clause of the Memorandum of Association in order to bring it in line with the Companies Act 2013Alteration to Articles of Association in order to bring it in line with the Companies Act 2013Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.2.50 per equity share and declare final dividend of Re.0.50 per equity share of Rs.10 eachReappoint Ajay Narayan Deshpande as Director, liable to retire by rotationFix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18Appoint Vipin Chander Bhandari as Wholetime Director (Human Resources) for five years beginning 26 August 2016 and fix his remunerationAppoint Rakesh Kumar Sabharwal as Wholetime Director (Commercial) for five years beginning 27 September 2016 and fix his remunerationAppoint Ms. Shazia Ilmi Malik as Independent Director beginning 27 March 2017 until 30 January 2020Appoint Jagdish Chander Nakra as Wholetime Director (Projects) for five years beginning 12 April 2017 and fix his remunerationApprove merger of Telenor (India) Communications Private Limited with Bharti Airtel LimitedAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.3 per share of face value Rs.10 and Re.0.9 per share of face value Re.1 and declare final dividend of Rs.1.05 per equity share of Re.1 eachReappoint Nataraj Krishnappa (DIN: 07506012) as an Executive DirectorAppoint Ms. Anandi Ramalingam (DIN 07616518) as an Executive DirectorAppoint M V Gowtama (DIN 07628039) as an Executive DirectorAppoint R N Bagdalkar (DIN 07715648) as an Executive DirectorApprove remuneration of Rs.0.35 mn for GNV & Associates as cost auditors for the financial year ending 31 March 2018

Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.9.6 per equity share and declare final dividend of Rs.7.5 per equity share of Rs.10 eachReappoint Dr. P Alli Rani (DIN 02305257) as an Executive DirectorReappoint S. K. Sharma (DIN 07522844) as Non-Executive Non-Independent DirectorFix remuneration of Arun K Agarwal & Associates as statutory auditors to be appointed by the Comptroller and Auditor General of India for FY17Appoint V. Kalyana Rama (DIN: 07201556) as CMD for five years beginning 1 October 2016 and fix his remunerationAdoption of standalone & consolidated financial statements for the year ended 31 March 2017To reappoint George Jacob Muthoot (DlN: 00018235), as director liable to retire by rotationTo reappoint Alexander Muthoot George (DIN: 00938073), as director liable to retire by rotationTo appoint Varma & Varma as statutory auditors for five years and to fix their remunerationTo issue Non-Convertible Debentures including other debt securities on private placement basisTo reappoint Pamela Anna Mathew (DIN: 00742735) as Independent Director for a tenure of three years from date of AGMTo appoint Jose Mathew (DlN: 00023232) as Independent Director for a tenure of three years from date of AGMTo appoint Jacob Banjamin Koshy (DlN: 07901232) as Independent Director for a tenure of three years from date of AGMTo appoint as Pratip Chaudhuri (DIN: 00915201) Independent Director for a tenure of three years from date of AGMAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.2.61 per equity share and declare final dividend of Rs.2.17 per equity share of Rs.10 eachFix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

Management 5Management 6Management 7Management 8Management 9Management 1Management 2Management 3 Appoint M. L Dubey as a DirectorManagement 4Management 5Management 6Management 7 Increase authorized share capital from Rs.2.5 bn to Rs.3.0 bnManagement 8 Amend Clause V of the Memorandum of Association (MoA)Management 9Management 1Management 2Management 3Management 4Management 5Management 6Management 1Management 2Management 3Management 4Shareholder 5

Management 1 Adoption of financial statements for the year ended 31 MarchManagement 2 To declare final dividend of Rs.1.1 per equity share (face valueManagement 3 Reappoint Suresh Warior (DIN:06920261) as a Director retiringManagement 4 Reappoint Sushil Kumar Lohani (DIN: 06912948) as a Non-ExecuManagement 5Management 6 Appoint (Ms.) Alka Tiwari (DIN:03502306) as a Non-Executive NManagement 7 Appoint Suryanarayana Simhadri (DIN: 01951750) as an IndepenManagement 8 Ratify remuneration of Rs. 200,000 payable to K. G. Goyal & AsManagement 9 Approve issuance of non-convertible debentures (NCDs) of up Management 1Management 2Management 3 Reappoint Devinder Singh Ahluwalia as a DirectorManagement 4 Reappoint Narendra K Nanda as a DirectorManagement 5Shareholder 6 Appoint Saraswati Prasad as a Director

Management 7Shareholder 8 Appoint N Baijendra Kumar as Director

Management 1Management 2 Reappoint Anil Kumar Chaudhary as a DirectorManagement 3 Reappoint Kalyan Maity as a Director

Appoint Saptarshi Roy as Wholetime Director (Human Resources) for five years beginning 1 November 2016 and fix his remunerationAppoint Anand Kumar Gupta as Wholetime Director (Commercial) for five years beginning 3 February 2017 and fix his remunerationApprove payment of Rs.3.1 mn as remuneration to cost auditors for FY18Private placement of non-convertible debentures/bonds aggregating to Rs.150 bnAlteration to Article 7 of the Articles of Association to enable consolidation and re-issuance of debt securitiesAdoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.6 per share and confirm interim dividend of Rs.5 per share of face value Rs.10.0 eachAuthorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and Auditor-General of India (CAG)Approve remuneration of Rs. 0.15 mn for Pathak, Paliwal & Co. as cost auditors for FY18Reappoint Ms. Sunanda Prasad as an Independent Director for three years w.e.f 31 January 2017

Approve capitalization of Rs.1.3 bn from the Reserves and Surplus account to accommodate the proposed bonus issueAdoption of financial statements for the year ended 31 March 2017To confirm interim dividend of Rs, 7.0 and declare final dividend of Rs. 2.65 per equity share (face value Rs. 10.0) for FY17Reappoint Dr. Arun Kumar Verma (DIN: 02190047) as a Non-Executive Non-Independent DirectorAuthorize board to fix the remuneration of joint statutory auditors for FY18To approve related party transactions with the Energy Efficiency Services Ltd. (EESL), a 31.7% JV or any other associate company of REC for FY18 upto Rs. 4.9 bn (upto 2% of FY17 turnover)Issuance of Non-Convertible Debentures (NCDs) or bonds on a private placement basis upto Rs. 650 bnAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Reappoint Sudhindar Khanna (DIN 01529178) as Non-Executive Non-Independent DirectorRatify S. R. Batliboi & Co LLP’s reappointment as statutory auditors and fix remunerationReappoint Shiv Nadar (DIN: 00015850) as Managing Director under the designation of Chairperson and Chief Strategy Officer for five years from 1 February 2017 and fix his remuneration at Rs.50 mn annuallyAppoint Deepak Kapoor (DIN 00162957) as an Independent Director for five years from 26 July 2017

Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and Auditor-General of India (CAG)

Adoption of financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.4.15 per share and approve final dividend of Rs.1 per share of face value Rs.1.0 each

Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and Auditor-General of India (CAG)Approve remuneration of Rs. 0.6 mn for Prasad Bharathula & Associates as cost auditors for FY18

Adoption of financial statements for the year ended 31 March 2017

Management 4Shareholder 5Shareholder 6Shareholder 7 Appoint Ms. Soma Monda as a Whole Time Director

Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 1Management 2Management 1Management 2Management 3Management 4Management 5 Appoint Sanjib Kumar Roy (DIN 06756812) as Director (P&T)Shareholder 6Shareholder 7

Management 8Management 1Management 2 Approve final dividend of Rs.3 per equity share of Rs.10 eachManagement 3 Reappoint Ajit Kumar as Director, liable to retire by rotationManagement 4Management 5Shareholder 6Shareholder 7Shareholder 8Shareholder 9Shareholder 10Shareholder 11

Management 1Management 2Management 1Management 2 Declare dividend of Rs. 10.5 per equity share (FV Rs. 10)Management 3Management 4Management 5Management 6Management 7

Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and Auditor-General of India (CAG)Appoint Samar Singh as an Independent Director for three years w.e.f 4 February 2017Appoint Nilanjan Sanyal as an Independent Director for three years w.e.f 4 February 2017

Approve increase in borrowing limit to Rs.400 bn from Rs.200 bnApprove issuance of non-convertible debentures (NCDs) of up to Rs.50 bnApprove aggregate remuneration of Rs. 0.98 mn for cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Declare final dividend of Rs. 5.5 per equity share (face value Rs. 2.0) for FY17Reappoint Kumar Mangalam Birla (DIN: 00012813) as a Non-Executive Non-Independent DirectorRatify appointment of BSR & Co. LLP as joint statutory auditors for FY18 and fix their remunerationAppoint SRBC & Co. LLP as joint statutory auditors for a period of five years and fix their remunerationIssuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 30.0 bnApprove remuneration of Rs. 1.0 mn for DC Dave & Co. as cost auditors for FY18Alter the Articles of Association (AoA) by inserting new clauses 63A to 63DApprove increase in authorized share capital to Rs. 2.4 bn and consequently alter the capital clause of the Memorandum of Association (MOA)Issue one equity share of Rs.2 each as bonus for each equity share held in the companyAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs. 2.8 (face value of Rs.5.0 per share)Reappoint V Balasubramanyam (DIN:06965313) as an Executive DirectorAppoint Subhash Chandra (DIN 07612049) as a Non-Executive, Non-Independent DirectorAppoint Ms. Kiran Ghai Sinha (DIN 07726477) as an Independent Director for a period of three years from 3 February 2017Appoint Dr. N K Singh (DIN 03361541) as a Non-Executive, Non-Independent DirectorRatify remuneration of Rs. 300,000 (plus service tax and out of pocket expenses) for Tanmaya S Pradhan & Co. as cost auditors for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017

Reappoint Rajib Kumar Mishra as Director, liable to retire by rotationRatify KG Somani & Co as statutory auditors and fix their remuneration for FY18Appoint Chinmoy Gangopadhyay as Non-Executive Non-Independent Director beginning 1 February 2017Appoint Mahesh Kumar Mittal as Non-Executive Non-Independent Director beginning 15 March 2017Appoint Krishna Singh Nagnyal as Non-Executive Non-Independent Director beginning 29 April 2017Appoint Arun Kumar Verma as Non-Executive Non-Independent Director beginning 10 August 2017Appoint Rakesh Kacker as Independent Director for three years beginning 23 March 2017Appoint Jayant Purushottam Gokhale as Independent Director for three years beginning 16 March 2017Approve payment of additional performance bonus of Rs. 5.4 mn to Ajay Kapur for calendar year 2016Revise terms of remuneration for Ajay Kapur as Managing Director and CEO from 1 January 2017 till 24 April 2019Adoption of standalone & consolidated financial statements for the year ended 31 March 2017

Reappoint Amitabh Jhunjhunwala (DIN: 00045174) as Director liable to retire by rotationRatify appointment of Pathak H. D. & Associates as joint statutory auditorsAppoint Price Waterhouse & Co as joint statutory auditors for five years and to fix their remunerationAdopt new Articles of Association (AoA) to align with Companies Act 2013Approve private placement of Non-convertible debentures and /or other debt securities within overall borrowing limits of the Company

Management 8 Issuance of securities to Qualified Institutional BuyersManagement 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 1Management 2Management 3Management 4Management 5Management 6Management 7Management 8Management 9Management 10Management 11Management 12Management 13Management 14Management 1Management 2Management 3Management 4Shareholder 5

Management 6Management 7Management 8Management 9Management 10Management 1Management 1Management 1Management 2Management 3 Reappoint DD Misra as Director, liable to retire by rotationManagement 4Management 5Shareholder 6Shareholder 7Shareholder 8

Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Declare final dividend of Rs.3.5 per equity share (face value of Re.1.0)Reappoint Sailesh T. Desai (DIN: 00005443) as a Director retiring by rotationReappoint Israel Makov (DIN: 05299764) as a Director retiring by rotationAppoint S R B C & Co. as statutory auditors for a term of five years and fix their remunerationRatify remuneration of Rs.1.9 mn payable to Kailash Sankhlecha & Associates, as cost auditors for FY18Appoint Kalyanasundaram Subramanian (DIN: 00179072) as a Director liable to retire by rotationAppoint Kalyanasundaram Subramanian (DIN: 00179072) as Whole-time Director for a period of two years beginning 14 February 2017 without any remunerationReappoint Dilip S. Shanghvi (DIN: 00005588) as Managing Director for a period of five years beginning 1 April 2018 and fix his remuneration from 1 April 2018 until 31 March 2021Approve related party transactions with Aditya Medisales Limited (AML) for a period of five yearsAdoption of standalone and consolidated financial statements for the year ended 31 March 2017To declare final dividend of Re.0.75 per share of face value Re.1.0Reappoint Nitin R. Patel (DIN: 00466330) as an Executive DirectorReappoint Vipul H. Patel (DIN: 06634262) as an Executive DirectorAppoint Dhirubhai Shah & Doshi as statutory auditors for a period of one year and fix their remunerationTo approve related party transactions aggregating upto Rs.17.06 bn with step-down subsidiariesReappoint Arun S. Patel (DIN: 00466330) as an Independent Director or five years from 26 September 2017Reappoint Shashin V. Patel (DIN: 00048328) as CMD for three years from 1 July 2017 and fix his remunerationReappoint Nitin R. Patel (DIN: 00466330) as Executive Director for three years from 1 July 2017 and fix his remunerationReappoint Vasistha C. Patel (DIN: 00048324) as Executive Director for three years from 1 October 2017 and fix his remunerationReappoint Vikram R. Patel (DIN: 00048318) as Executive Director for three years from 1 October 2017 and fix his remunerationKeep the register of members and other documents at the office of the Registrar and Transfer AgentAmendment in Clause No. 84 (ii) of the Articles of Association (AOA) towards terms of issue of DebenturesApprove remuneration of Rs.0.15 mn for Rajendra Patel & Associates as cost auditors for the financial year ending 31 March 2018Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Approve final dividend of Rs.5 per equity share of face value Rs.5 eachReappoint Dharam Pal Jindal as Director, liable to retire by rotationAppoint LB Jha & Co as statutory auditors for five years and fix their remunerationAppoint Shiv Kumar Singhal as Director, liable to retire by rotationAppoint Shiv Kumar Singhal as Wholetime Director for five years beginning 1 January 2017Ratify related party transactions with Star Drilling Pte. Ltd, Singapore providing pledge on investment aggregating upto USD17.3 mnRatify related party transactions for providing standby letter of credit aggregating to USD 30 mn for loan availed by Dev Drilling Pte. Ltd., Singapore from IndusInd BankRatify related party transactions including providing loan and sale/purchase of pipes with Jindal Pipes Limited upto Rs.1.14 bnApprove remuneration of Rs.130,000 payable to RJ Goel & Co, cost auditors for FY18Approve demerger of home retail businesses of Future Retail (FRL) and Bluerock eServices Private Limited (BSPL) into Praxis Home Retail Limited (PHRL)To reappoint Dr. Kamal K. Sharma (DIN: 00209430) as Vice Chairperson for a period of one year beginning 29 September 2017 and fix his remunerationAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.6.75 per equity share and declare final dividend of Re.0.80 per equity share of Rs.5 eachReappoint Shashi Shanker as Director, liable to retire by rotationFix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18Appoint Deepak Sethi as Independent Director for three years beginning 31 January 2017Appoint Vivek Mallya as Independent Director for three years beginning 31 January 2017Appoint Sumit Bose as Independent Director for three years beginning 31 January 2017

Shareholder 9Shareholder 10

Management 11Management 12Management 13 Create charge on assets upto Rs.250 bnManagement 1Management 2Management 3Management 4Management 5Shareholder 6Shareholder 7

Management 8Management 9Management 1Management 2Management 3 Re-appoint Subir Das as DirectorManagement 4Management 5Management 6Management 7Management 8Management 9Management 1Management 2Management 3Management 4Shareholder 5 Appoint Sumit Shah (DIN: 00036387) as a DirectorShareholder 6 Appoint Shishir Lall (DIN: 00078316) as a DirectorShareholder 7Shareholder 8

Management 9Management 10Management 11Management 12Management 13Management 1Management 2Management 3Management 4Management 5Management 6Management 7Shareholder 8Shareholder 9

Appoint Dr. Santrupt B Misra as Independent Director for three years beginning 31 January 2017Appoint Rajiv Bansal as Non-Executive Non-Independent Director with effect from 10 August 2017Ratify payment of Rs.2.4 mn as remuneration to cost auditors for FY18Private placement of non-convertible debentures and/or other debt securities upto Rs.250 bn

Adoption of financial statements for the year ended 31 March 2017To confirm interim dividend of Rs, 1.7 and declare final dividend of Re. 0.1 per equity share (face value Rs. 10.0) for FY17Reappoint Ratish Kumar (DIN: 06852735) as an Executive DirectorAuthorize board to fix the remuneration of joint statutory auditors for FY18To ratify remuneration of Rs. 75,000 per power station payable to cost auditors for FY18Appoint Nikhil Kumar Jain (DIN: 05332456) as Director (Personnel), w.e.f. 7 February 2017Appoint Mahesh Kumar Mittal (DIN: 02889021) as Director (Finance), w.e.f. 1 March 2017Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 20.0 bnAlter the Articles of Association (AoA) by inserting new Article 22AAdoption of standalone and consolidated financial statements for the year ended 31 March 2017Ratify interim dividend of Rs. 7.34 per share (face value Rs. 10.0) for year ended 31 March 2017Appoint R Vikraman (DIN: 07601778) as Director with effect from 9 December 2016Appoint Suresh Kumar (DIN: 06440021) as Non-Executive Non-Independent Director with effect from 9 June 2017Appoint Vikram Kapur (DIN: 00463564) as Non-Executive Non-Independent Director with effect from 29 March 2017Appoint Ms. Nalini Padmanabhan (DIN: 01565909) as Independent DirectorAppoint Ms. Monika Arora (DIN: 01065112) as Independent DirectorApprove remuneration of Rs. 350,000 for cost auditors for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017To declare final dividend of Rs.3.0 per share of face value Rs.2.0Reappoint Mahesh Viswanathan (DIN: 02780987) as an Executive DirectorAppoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years from 1 April 2017 and fix their remuneration

Appoint Sumit Shah as an Independent Director for five years from 28 September 2017Appoint Shishir Lall as an Independent Director for five years from 28 September 2017Reappoint K. P. Chhabria as Advisor for five years from 1 October 2017 to a place of profit and fix his remunerationApprove remuneration of Rs.0.5 mn for Joshi Apte & Associates as cost auditors for the financial year ending 31 March 2018Fix commission for non-executive directors at an amount upto 1% of net profits or Rs.10 mn, whichever is lower, for five years from 1 April 2016Approve private placement of redeemable non-convertible debentures (NCDs) aggregating Rs.1.5 bnApprove related party transactions with Corning Finolex Optical Fibre Private Limited upto Rs.0.6 bnAdoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.3 per equity share of face value of Rs.10 eachReappoint Dr. T Natarajan as Non-Executive Non-Independent DirectorFix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18Reappoint Jal Patel as Independent Director for five years beginning 21 April 2017Reappoint KD Chatterjee as Independent Director for five years beginning 21 April 2017Reappoint Ms. Manjula Devi Shroff as Independent Director for five years beginning 21 April 2017Appoint Prof. Piyush Kumar Sinha as Independent Director for two years beginning 16 August 2017Appoint Prof. Vishal Gupta as Independent Director for two years beginning 16 August 2017

Shareholder 10Management 11 Increase borrowing limit from Rs.70 bn to Rs.100 bnManagement 12Management 1Management 2Management 3Shareholder 4Shareholder 5Shareholder 6

Management 7Management 8Management 9Management 10Management 11Management 12Management 1Management 2Management 3 Reappoint M. M. Srivastava as a DirectorManagement 4Shareholder 5 Appoint Anil Mukim as a DirectorShareholder 6

Management 7Management 1Management 2Management 3Management 4Management 5

Appoint Milind Torawane as Non-Executive Non-Independent Director beginning 10 August 2017

Approve remuneration of Rs.150,000 payable to Kailash Sankhlecha & Associates, cost auditors for FY18Adoption of standalone and consolidated financial statements for the year ended 31 March 2017Confirm interim dividend of Rs.3.5 per share and declare final dividend of Rs.5.0 per equity share of Rs.10 eachFix remuneration of Walker Chandiok & Co LLP as statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18Appoint Ramesh Srinivasan (DIN: 07164250) as Non-Executive Non-Independent DirectorAppoint Manoj Jain (DIN: 07556033) as Non-Executive Non-Independent DirectorAppoint Ms. Varsha Joshi (DIN: 07056514) as Non-Executive Non-Independent DirectorApprove remuneration of Rs. 225,000 for Chandra Wadhwa & Co as cost auditors for the financial year ending 31 March 2018Ratify related party transactions of Rs.7.97 bn with GAIL (India) Limited in FY17Ratify related party transactions of Rs.4.99 bn with GAIL (India) Limited in FY17To approve sub-division of equity share of Rs.10 each into 5 equity shares of Rs.2 eachAmendment in capital clause V of the Memorandum of Association to reflect the sub-division of equity share capitalAmendment in Article 3 of the Articles of Association to reflect the sub-division of equity share capitalAdoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.1.5 per share of face value Rs.10.0 eachAuthorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and Auditor-General of India (CAG)Appoint Bimal N Patel as an Independent Director for five years w.e.f 29 December 2016Approve remuneration of Rs. 0.1 mn for N D Birla & Co. as cost auditors for FY18Adoption of financial statements for the year ended 31 March 2017Approve final dividend of Rs.3 per equity share of face value of Rs.2 eachFix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18Authorize the board to make contributions to charitable and other trusts upto Rs.80 mn over and above the 5% of average net profit of the company in FY18Approve remuneration of Rs.150,000 payable to ND Birla, cost auditors for FY18

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

Details of Votes cast during the quarter ended 30th September 2017.

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Recommendation

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Reason supporting the vote decision

Normal.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal. South Indian Bank proposes to pay dividend of Rs 0. 4 per share. The dividend payout is 22. 1%.

A Public Sector Enterprise is required to consider issue of bonus shares in order to comply with the DIPAM guidelines. According to these guidelines, every Central Public Sector Enterprise must issue bonus shares when reserves and surplus are equal to or more than ten times the paid-up equity share capital of the company. Even after the bonus issuance during FY17 (approved in 2016 AGM), the reserves and surplus of the company is ~23 times of its paid-up equity share capital. Post issuance, the equity share capital of the company will increase to Rs. 15. 24 bn comprising 1. 52 bn equity shares of Rs. 10 each. Issuance will result in capitalization of Rs. 5. 1 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.

Presently the company’s equity share capital comprises 0. 93 bn equity shares of Rs. 2 each aggregating to Rs. 1. 86 bn. After issuance of one equity share as bonus to two equity shares held in the company, the paid-up share capital will increase to 1. 39 bn equity shares of Rs. 2 each aggregating to Rs. 2. 82 bn. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio for FY17 is ~23%. Paul Antony is the Additional Chief Secretary, Government of Kerala (Industries & Power). He is a nominee director of the Government of Kerala. His appointment is in line with all statutory requirements. Walker Chandiok & Associates are replacing Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line with all statutory requirements. The remuneration of Rs. Rs. 250,000 proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. There is no absolute cap on the commission. His proposed commission will be upto 5% of net profit. While a large portion of his remuneration is performance-linked, the expected FY18 remuneration of Rs. 738. 3 mn is higher than peers. Further, total promoter remuneration in FY17 accounted for 7% of Net Profit as per Section 198 and 10% of reported Standalone Net Profit, which is high. In FY17, the ratio of remuneration (Rs. 457. 4 mn) to median remuneration was 1123x.

There is no absolute cap on the commission. His proposed commission will be upto 5% of net profit. Further, we do not favour mid-term increases in remuneration without a commensurate increase in individual responsibilities. While a large portion of his remuneration is performance-linked, the expected FY18 remuneration of Rs. 683. 5 mn is higher than peers. Further, total promoter remuneration in FY17 accounted for 7% of Net Profit as per Section 198 and 10% of reported Standalone Net Profit, which is high. In FY17, the ratio of remuneration (Rs. 308. 9 mn) to median remuneration was 758x.

The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit of the company. The issuance will result in capitalization of Rs. 7. 2 bn from reserves. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. Havells India Limited (Havells) proposes to pay a final dividend of Rs 3. 5 per share of face value Re. 1. 0 for the year ended 31 March 2017. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 2. 6 bn. The dividend payout ratio for FY17 was 48. 8%. Rajesh Kumar Gupta (DIN: 00002842) is the Director of Finance and Group CFO at Havells. He retires by rotation, and his reappointment is in line with the statutory requirements. TV Mohandas Pai (DIN: 00042167) is the former CFO of Infosys. He retires by rotation, and his reappointment is in line with the statutory requirements. SR Batliboi & Co. LLP was appointed as the statutory auditors of the company at the 2011 AGM. The ratification is in line with the statutory requirements.

Vellayan Subbiah (DIN: 01138759) is the MD of Cholamandalam Investment and Finance Company Ltd. His appointment is in line with statutory requirements.

The maximum cap on basic salary is proposed to be revised to Rs 60 mn (Rs 36 mn earlier); other remuneration terms remain unchanged. The proposed remuneration in FY18 at Rs 83 mn (excluding ESOPs) and Rs 132 mn (including ESOPs) is higher than peers. However, Rajesh Kumar Gupta is a professional with significant experience in his area of expertise. His remuneration is also commensurate with the size and scale of operations of the company. IiAS expects companies to cap the absolute amount of commission payable and disclose the likely quantum of stock options which will be issued. Achal Kumar Gupta (DIN-02192183) is the Former Deputy MD of IFCI. He replaces Cheryan Varkey, Non-Executive Director, who retires by rotation. His appointment is in line with statutory requirements.

Deloitte Haskins & Sells, are the current auditors and complete their second consecutive year under the current spell. Deloitte Haskins & Sells replaced SR Batliboi and Company last year (2015-16), but after a four-year cooling period, and not five, as required under the Companies Act. As a consequence, the Board has decided to approve a panel of three audit firms one of which will be appointed as statutory auditor, subject to approval from the Reserve Bank of India. The proposed firms are Deloitte Haskins & Sells, S. R. Batliboi & Co. LLP, and Walker Chandiok & Co. LLP.

South Indian Bank has 850 branches, therefore the bank needs to appoint branch auditors. The resolution enables the board to appoint branch auditors in consultation with their central statutory auditors. Salim Gangadharan (DIN-06796232) is currently an Independent Director in the bank. His estimated remuneration as Non-Executive Chairperson at Rs 2. 7 mn is reasonable, given the size and scale of operations. V G Mathew is proposed to be reappointed as the MD and CEO. His proposed remuneration at Rs 15 mn is in line with peers and commensurate with the size and scale of operations of the bank. South Indian Bank plans to raise borrowings under RBI’s policy on ‘Issue of Long Term Bonds by Banks for Financing of Infrastructure and Affordable Housing’, which carries attractive terms and relaxation in Basel III guidelines on limit of Tier II capital to be considered for capital fund purpose. South Indian Banks’s long term debt is rated IND A+/Stable and its short term debt is rated CRISIL A1+, which indicates a high degree of safety regarding timely servicing of financial obligations.

At the current market price of Rs 29. 2 per share, the capital raised will aggregate to Rs 5. 8 bn. The issue of additional shares will lead to an equity dilution of ~ 10% on the post issuance share capital of the bank. South Indian Bank’s Tier I capital adequacy ratio was 10. 9% on 31 March 2017. The aggregate capital adequacy ratio was 12. 4%. Hence, in order to sustain future growth and maintain its capital adequacy ratio, the bank needs to raise capital.

Normal.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal. Federal Bank proposes to pay a dividend of Rs 0. 9 per share. The dividend payout is 18. 7%.

Normal.

The ratification is in line with all statutory requirements.

The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs 100 bn.

Total outflow of the dividend paid on the preference shares in FY17 amounted to Rs. 1. 2 bn. The company paid dividend at 6% per annum on preference shares of face value Re. 1. The company has proposed a final dividend of Rs. 2. 5 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 2. 9 bn. The dividend payout ratio is 27. 9%. Subodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013. The remuneration of Rs. 0. 3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations. Manish Chokhani is the Former Chairperson of TPG Growth India. His reappointment is in line with all statutory requirements. At the FY16 AGM, the company sought shareholder approval to keep the register of members and other documents at the office of Link Intime Private Limited in Mumbai. Link Intime Private Limited has shifted its registered office in Mumbai from Bhandup to Vikhroli. The company seeks shareholder approval to keep the registers and other documents at the new location 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. The total dividend for FY17 is Rs. 85. 0/- per share, while it was Rs. 72. 0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 20. 4 bn, while the dividend payout ratio is 60. 5%. Vikram Kasbekar, 63, has been the Head of Operations and Supply Chain for Hero for the past 15 years. He was appointed as an Executive Director for three years in FY16 AGM. He retired by rotation and his reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.

Ashutosh Khajuria (DIN-05154975) is Federal Bank’s ED and CFO. He retires by rotation. His reappointment is in line with statutory requirements. The appointment of BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory auditors is in-line with the statutory requirements. However, Federal Bank needs to separate the two auditor reappointments so that shareholders can vote on them separately. Federal Bank has 1,252 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. Shyam Srinivasan (DIN-02274773) is Federal Bank’s MD and CEO. His reappointment is in line with statutory requirements. His proposed fixed remuneration at Rs 15. 2 mn is in line with peers and reasonable as compared to the size and scale of operations. However, Federal Bank could have had better disclosures on the remuneration, especially with respect to variable pay (long-term and short-term incentives).

Ganesh Sankaran is the Executive Director of the bank since July 2016 and has over 21 years of banking experience. Federal Bank has granted 3,00,000 stock options to Ganesh Sankaran under the ESOP 2010 plan on 3 November 2016, at an exercise price of Rs 72. 45 per option (in line with market price on the date of grant). These options will be granted over 4 years in equal installments of 75,000 options per year. RBI approval has also been received. At a fair value of Rs 33. 84 per share, these 75,000 options are valued at ~ Rs 2. 5 mn. As a result, Ganesh Sankaran’s FY17 remuneration (including ESOPs) will aggregate to Rs 11 mn. The aggregate compensation is comparable to industry peers and is commensurate to the size and performance of the bank.

KM Chandrasekhar was appointed as Chairperson for a period of one year effective 1 March 2017, approved by RBI. He has been an Independent Director on the board since 6 December 2012. The bank proposes to pay him Rs 1. 5 mn per annum, in addition to sitting fees. His terms of appointment mirror those of his predecessor. The payment of Rs 3. 4 mn in FY18 is in line with industry peers. Given the current size and financial performance of the bank, the commission proposed to be paid to non-executive directors is reasonable. KM Chandrasekhar (DIN-06466854), is the former Union Cabinet Secretary. His reappointment is in line with statutory requirements.

Nilesh Vikamsey (DIN-00031213), is senior partner at Khimji Kunverji & Co and former banker. He has been on the board for six years as an independent director; having been appointed on 24 June 2011 as an additional director. The board now proposes to reappoint him as independent director for another three years. This would extend his tenure as an independent director beyond 8 years. As per RBI guidelines, the maximum tenure of independent directors is 8 years, hence, beyond two years (post 24 June 2019), he would be considered as Non-Independent.

Dilip Sadarangani (DIN-06610897) is a former banker. His reappointment is in line with statutory requirements. Harish Engineer (DIN-01843009) is the Former Executive Director, HDFC Bank. His reappointment is in line with statutory requirements. Grace Koshie (DIN-06765216) is the Former Secretary, Central Board RBI. Her reappointment is in line with statutory requirements. Shubhalakshmi Panse (DIN-02599310) is the Former CMD of Allahabad Bank. Her reappointment is in line with statutory requirements. The bank has not stated the exercise price of the option. However, the bank has clarified that the exercise price of the proposed stock options will be at market price. The expected equity dilution will be limited to 5%. Currently, at least two directors and the company secretary are required to be present and sign while affixing the bank’s seal on official documents. The proposed amendment is required for administrative convenience. 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+. This denotes a high degree of safety regarding timely servicing of financial obligations. Federal Bank’s leverage will be comfortable even after raising the additional debt. Moreover, the bank is required to maintain capital adequacy levels as required by RBI; hence, Federal Bank’s debt levels will be maintained at manageable levels at all times. Vedanta paid an interim dividend of Rs. 19. 45 per equity share in FY17. The total dividendis Rs. 85. 4 bn and the payout ratio is 77. 2%. Thomas Albanese (DIN: 06853915) is the Chief Executive Officer. His reappointment is inline with all statutory requirements. GR Arun Kumar is the CFO. His fixed pay, benefits, bonus and the benefits from stockoptions are capped in absolute terms. His proposed remuneration of Rs. 55. 9 mn,assuming complete achievement of performance targets, is in line with peers andcommensurate with the size and scale of operations.

Thomas Albanese’s term as Chief Executive Officer expired on 31 March 2017. He hasannounced his resignation as CEO with effect from 31 August 2017. The companyproposes to reappoint him as CEO for the period between 1 April 2017 until 31 August2017 and fix his remuneration. As per the proposed structure, he is likely to receive~Rs. 141. 8 mn as annual remuneration, which is in line with peers and commensurate withthe size and scale of operations. Since he is being appointed for a five-month period tillAugust 2017, the company could have provided more details on his actual compensation,instead of providing a wide salary range.

K Venkataramanan (DIN: 00001647) is the former CEO and Managing Director of Larsen &Toubro Ltd. His appointment is in line with all statutory requirements. Aman Mehta (DIN: 00009364) is the former CEO Asia Pacific at the HSBC group. He has been an independent director on the board of the parent company, Vedanta Resources Plc, since November 2004. Given his long association with the promoter group, he is considered non-independent. Priya Agarwal, 27, is part of the promoter group. She has been a director on the board of Cairn India since 2012. We believe she lacks the requisite experience to be a board member of a Nifty 50 company. Further, during her tenure as a director on the board of Cairn India, her attendance of board meeting was low – at a three year average of 62%, which is well below our attendance thresholds for director (re)appointments. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. The issuance will be within approved borrowing limits of Rs. 800 bn. The company’s borrowing programmes are rated CRISIL AA/Stable/CRISIL A1+: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. Navin Agarwal belongs to the promoter group. He was paid Rs. 62. 5 mn as salary, perquisites and retiral benefits in FY14. We understand that the decline in profitability at a consolidated level is following the amalgamation of Vedanta Aluminium Ltd. We support the resolution as his total remuneration is in line with his peers and size and commensurate with the complexity of the business.

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Abidali Neemuchwala is the CEO of Wipro Ltd. His reappointment is in line with all statutory requirements.

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The addition will enable Berger Paints India Limited to expand the scope of its product offering. We believe the company could have been more shareholder-friendly and made the proposed changes to the MoA available on its website. Ultratech Cement Limited (Ultratech) has proposed a final dividend of Rs. 10. 0 per equity share of face value Rs. 10 for the year ended 31 March 2017, as compared to a dividend of Rs. 9. 5 in the previous year. The total dividend outflow (including dividend tax for FY17) is ~Rs. 3. 3 bn, while the dividend payout ratio is 12. 6%. DD Rathi, 70, is the Former CFO of Grasim Industries Limited. His retires by rotation and his reappointment is in line with statutory requirements. BSR & Co. LLP’s ratification is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013. Khimji Kunverji & Co’s ratification is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 60 bn over and above the paid up capital and free reserves of the company.

Bajaj Finance Ltd. Proposes to pay final dividend of Rs. 3. 6 per share (of face value Rs 2. 0)for the FY17. The dividend payout for the year is 12. 9% (was 12. 7% in FY16). Madhur Bajaj is a part of the promoter family. His reappointment meets all statutoryrequirements. The appointment of S R B C & Co LLP is in line with our voting policy and provisions ofSection 139 of the Companies Act 2013.

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

The total commission paid to all the non-executive directors ranges from 0. 1% - 0. 2% ofthe company’s net profit over the last five years. Given the level of payouts in the past,we expect BFL to remain judicious in paying commission to its non-executive directors. As a measure of transparency, companies should fix the absolute amount of commissionpayable to non-executive directors. Dividend per share is unchanged in the past three years at Rs. 1. 75 per equity share. Dividend payout ratio for FY17 is 42. 9%. Rahul Bajaj is the Chairperson and part of the promoter group. His reappointment is in line with all statutory requirements. SRBC & Co are replacing Dalal & Shah as the statutory auditors. The appointment is in line with the statutory requirements. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Sanjiv Bajaj’s proposed remuneration aggregating to Rs. 50. 8 mn is in line with peers and commensurate with the performance of the company. Sanjiv Bajaj also draws remuneration from Bajaj Holdings and Investments Ltd, holding company, as its Managing Director. While we generally do not encourage this as a practice, we support this resolution as there are strong business linkages between the two entities. In the last five years, the company paid commission to Non-Executive Directors ranging between 0. 2% and 0. 3% of net profit. The aggregate commission has ranged between Rs. 1. 5 mn and Rs. 3. 8 mn. We expect companies to cap the absolute amount of commission payable to its Non-Executive directors. At the buyback price of Rs. 4900 per share, the company will buyback 1 mn equity shares resulting in a 2. 89% 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 may improve return ratios. The total dividend per share decreased from Rs. 6 in FY16 to Rs. 2 in FY17. Consequently, the payout ratio has decreased from 22. 1% to 7. 2%.

The appointment of Deloitte Haskins & Sells is in line with our voting policy and provisions of Section 139 of the Companies Act 2013. Azim Premji’s remuneration terms remain unchanged from the previous resolution presented in the AGM of 2015. In addition to a fixed remuneration, Azim Premji will be paid a commission of 0. 5% of the incremental net profits of Wipro over the previous year. As a good governance practice, we expect companies to cap the amount of commission payable to directors. Nevertheless, we expect the company to remain judicious in paying remuneration: Azim Premji was paid an aggregate remuneration of Rs 7. 9 mn for FY17.

William Arthur Owens is Executive Chairman of the Red Bison Advisory Group. RBAG is a company in the natural resources (oil, gas and fertilizer plants) and information and communication technology sectors. He has been on Wipro’s board for 11 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. If Wipro believes that it will benefit from William Owens serving on its board, it should appoint him as non-independent director. Canara Bank proposes to pay a dividend of Rs 1. 0 per share. The total dividend payout (including dividend distribution tax) for FY17 will aggregate to Rs 0. 7 bn. The dividend payout ratio for FY17 will be 6. 4%. Assuming current market price of Rs. 331. 9 per share as the issuance price of securities, Canara Bank will issue 105. 5 mn equity shares to raise Rs 35. 0 bn. The dilution from the entire allotment will be 15. 0% on the expanded capital base. The GoI’s stake will reduce to 56. 3% from the current 66. 3%. IiAS believes the equity infusion will help support the bank’s capital adequacy requirements and expansion plans. The aggregate dividend is Rs. 11. 5 per share. The total dividend outflow including dividend tax for FY17 is Rs. 1. 5 bn. The dividend payout ratio for FY17 is 31. 0%. Harsha Viji is the Deputy Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. A N Raju is Director (Operations). He is liable to retire by rotation and his reappointment is in line with all statutory requirements. Sundaram & Srinivasan’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013. Rajiv Lochan is a Director of Kasturi & Sons Limited and has two decades of experience in the field of management especially in finance, social sector, and public health. His appointment is in line with the statutory requirements.

The reappointment of T. T. Srinivasaraghavan as Managing Director is in line with the statutory requirements. The proposed remuneration of Rs. 49. 3 mn is commensurate with the size and complexity of the business and is in line with the peers. In FY17, the ratio of remuneration (Rs. 39. 3 mn) to median remuneration was 74. 6x. As a good practice, we encourage the company to set a cap in absolute terms to the commission payable to him.

The present aggregate borrowings, including securitisation transactions and temporary loans, amount to Rs. 193. 7 bn. Sundaram Finance’s debt programmes are rated ICRA AA+/ Positive/ ICRA A1+, which denotes high degree of safety regarding timely servicing of financial obligations. The capital adequacy ratio as on 31 March 2017 is 17. 85% (of which Tier I is 14. 8%) against a minimum 15% as required by RBI norms. The capital structure of NBFCs are reined in by RBI’s requirement for maintenance of minimum capital adequacy levels. Dividend of Rs. 55. 0/- proposed for FY17 is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 19. 2 bn, while the dividend payout ratio is 50. 1%. Madhur Bajaj, 64, has been associated with Bajaj Auto for the past 31 years. He was appointed as an Executive Vice Chairperson for five years in FY15 AGM. He has stepped down from his executive responsibilities from 1 April 2017, but will continue as the Non-Executive Chairperson of the company. His reappointment meets all statutory requirements. Shekhar Bajaj, 69, has attended 57% of the board meetings in FY17, and 65% of board meetings over the last three years, which is below our attendance threshold for director (re)appointments. We recommend directors take their responsibilities seriously and attend all board meetings. SRBC & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013. Dr. Naushad Forbes, 57, is currently the Co-Chairperson of Forbes Marshall (a leading steam engineering and control instrumentation firm). His appointment as an independent director meets all the statutory requirements.

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Dr. Omkar Goswami, 60, served as the Chief Economist for CII and has been a consultant to the World Bank, the IMF, the ADB and the OECD. His appointment as an independent director meets all the statutory requirements. Kotak Mahindra Bank proposes to pay Rs. 0. 6 per share as dividend. The dividend payout at 3. 9% is lower than the payout observed in the preceding two years. Mark Newman is Director, ING Bank, Australia, Asia and a nominee of the ING Banking Group. He retires by rotation and his reappointment is in line with all statutory requirements. SR Batliboi & Co. LLP were appointed as statutory auditor for four years in the 2015 AGM, the ratification of their appointment is in-line with all statutory requirements. Prof. Mahendra Gupta is Director and Vice Chancellor, Indira Gandhi Institute of Development Research (IGIDR), Mumbai. He was appointed as Independent Director in the EGM in January 2015 for five years. Since his term expires on 14 March 2018, the Bank proposes to reappoint him for another three years, which will take his aggregate tenure to 8 years. His reappointment is in line with all statutory requirements. Uday Khanna was MD & CEO Larfarge India till July 2011 and executive chairperson till September 2014. He is currently the non-executive chairperson of Bata India Ltd. His reappointment is in line with all statutory requirements. Uday Kotak was paid a remuneration of Rs 28. 6 mn in FY17. His proposed remuneration is estimated at a maximum of Rs 58. 1 mn by the end of his term. As a good governance practice we expect Kotak Bank to disclose all components of proposed remuneration, both fixed and variable. The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.

Dipak Gupta was paid a remuneration of Rs 42. 6 mn in FY17 (including the value of ESOPs). His proposed remuneration is estimated at a maximum of Rs 76. 3 mn by the end of his term. As a good governance practise we expect Kotak Bank to disclose all components of proposed remuneration, both fixed and variable (including ESOPs). The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.

The Bank is well capitalized - its capital adequacy ratio of 16. 8% is much higher than RBI’s minimum requirement under BASEL III norms. Considering the growth in business and operations of the Bank, its present and future requirements, Kotak Bank needs fresh funds. Since Kotak Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank’s capital structure will be regulated at all times. Kotak Banks’s debt is rated CRISIL AAA/Stable/CRISIL A1+, ICRA AAA/Stable/ICRA A1+ and IND AAA/Stable/IND A1+, which indicates a high degree of safety regarding timely servicing of financial obligations. The bank’s debt is rated on the global scale at BBB-/Stable by S&P. The aggregate dividend is Rs. 9. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio for FY17 is 29. 9%. The reappointment of Anand Deshpande as Chairman and Managing Director is in line with the statutory requirements. The proposed remuneration of Rs. 20. 2 mn is commensurate with the size and complexity of the business and is in line with the peers. In FY17, the ratio of his remuneration (Rs. 17. 2 mn) to median remuneration was 19. 9x. The company has not given a cap in absolute terms to the bonus payable to him. Deloitte Haskins & Sells LLP was appointed for a period of five years in the company’s FY14 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Thomas Kendra was Vice-President, Systems Management business, of Dell's Software group. Thomas Kendra was appointed as an Independent Director from 22 January 2016 at FY16 AGM. Persistent Systems Limited (Persistent) has entered into an agreement with Thomas Kendra, through Azure Associates LLC, for providing business consultation, coaching, advisory and mentoring services to the company. Accordingly, the company has proposed to redesignate Thomas Kendra from Independent Director to Non-Executive Non-Independent Director from 1 April 2017. He has attended 67% of the board meetings held in FY17 and 75% of the board meetings held over two years. We expect directors to take their responsibilities seriously and attend all meetings: else, at least 75% of the board meetings held over a three-year period.

The company has decided to induct an additional sub-clause 12A in the MOA after existing sub-clause 12. This clause will specifically mention the nomenclature regarding various financial instruments like Guarantee, Letter of Comfort (as it was not mentioned earlier).

The options will vest between one year and four years from the date of grant. The company will follow fair value method to value the options. Assuming all the options are granted at exercise price of Rs. 562. 6 (Discount of 15% to the market price), the cost per year will aggregate to Rs. 296. 5 mn (assuming a vesting period of four years). This represents 9. 9% of the consolidated FY17 PAT, which is high. We do not favor ESOPs at a discount to market price.

The company requires shareholder approval in a separate resolution to extend the ESOP 2017 benefits to the employees of subsidiaries. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7).

The company proposes to acquire equity shares from the secondary market through PSPL ESOP Management Trust (Trust) for the implementation of ESOP 2017. Upto 3 mn shares (3. 75% of the paid-up equity share capital) will be acquired from the secondary market along with existing Trust shareholding. The Trust route does not result in minority shareholders’ stake dilution. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7).

The loan will be used by the Trust to acquire shares from the secondary market to issue shares upon exercise of stock options under ESOP 2017. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7). The aggregate dividend is Rs. 4. 5 per share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 32. 2%. Chintan Thakkar is the Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. S R Batliboi & Associates LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013. The company proposes to appoint branch auditors to conduct the audit of accounts of branch offices situated in countries other than India for FY18 at remuneration fixed by the board.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs5. 49 bn. The dividend payout ratio for FY17 was 44. 9%. Dheeraj G Hinduja (DIN: 00133410) is part of the promoter group and non-executiveChairperson of Ashok Leyland. He retires by rotation and his reappointment is in line withthe statutory requirements. Price Waterhouse & Co are replacing M S Krishnaswami & Rajan and Deloitte Haskins &Sells LLP as the statutory auditors. The appointment is in line with the statutoryrequirements. Jose Maria Alapont (DIN: 07712699) is the former CEO of Federal-Mogul Corporation. Hisappointment is in line with the statutory requirements. The remuneration to be paid to the cost auditor is reasonable compared to the size andscale of the company’s operations.

With the coming into force of the Companies Act, 2013, several provisions of the existingArticles of Association (AoA) of the company require alteration or deletion. Accordingly,the company has proposed to amend its existing AoA. Shareholders will be required tovisit the company’s premises to understand the alterations and review the revised AoA. The company could have been more shareholder-friendly and made the proposedchanges to the AoA available in the notice. The company has proposed a final dividend of Rs. 11. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 10. 5 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 39. 2 bn. The dividend payout ratio is 12. 5%. Ms. Nita Ambani, 54, is part of the promoter family and Chairperson of Reliance Foundation, the umbrella organization for the company’s social development activities. Her reappointment is in line with statutory requirements. Hital Meswani, 48, is the Whole-time Director, Petroleum, Technology & Projects. He retires by rotation and his reappointment is in line with statutory requirements. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately.

Pawan Kumar Kapil, 71, is Whole-time Director and has an experience of over four decades in the petroleum industry. He was appointed on the board as an executive director in 2010. His past remuneration has been in line with company performance. He is a professional and his estimated FY19 remuneration of Rs. 32. 2 mn excluding stock options is in line with peers and commensurate with the size and complexity of the business. There is no clarity on the performance linked incentive and stock option component of his remuneration – we expect companies to cap the performance linked incentive and disclose the likely quantum of stock options which will be issued.

Nikhil Meswani, 51, is Whole-time Director and has worked primarily in the petrochemicals division. He joined RIL in 1986 and was promoted to the board as an executive director in 1988. His past remuneration has been in line with company performance. His estimated FY19 remuneration of Rs. 194. 1 mn excluding stock options is in line with peers and commensurate with the size and complexity of the business. We expect companies to specify an absolute cap on commission and disclose the likely quantum of stock options which will be issued.

Yogendra Trivedi, 88, is a senior advocate and solicitor with experience on tax related matters. He has been on the board of the company for 25 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.

Prof. Ashok Misra, 70, is an academician and former Director, IIT Bombay. He has been on the board of the company for 12 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.

Mansingh Bhakta, 85, is an advocate and solicitor with experience in general law and corporate and securities law. He has been on the board of the company for 40 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.

Dr. Dipak Jain, 60, is the Former Dean, Kellogg School of Management. He has been on the board of the company for 12 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.

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Dr. Raghunath Mashelkar, 74, is the Former Director-General, Council for Scientific and Industrial Research (CSIR). He has been on the board of the company for 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director.

Dr. Shumeet Banerji, 57, is the Founder, Condorcet LP, an advisory and investment firm specializing in developing early stage companies. He was the founding CEO of Booz & Company. His appointment as independent director for five years is in line with statutory requirements.

As per the terms of the payments bank license granted to Jio Payments Bank Limited (subsidiary of the company) by Reserve Bank of India (RBI), the company is required to add an additional clause to its Articles of Association. The clause indicates the necessity of RBI approval for any acquisition of equity shares or voting rights of the company, which will take the holding of the acquirer in the company above 5%. This is a regulatory requirement. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

For FY17, KVB proposes to pay final dividend of Rs. 2. 6 per share (down from Rs 2. 8 per share paid in FY16). Dividend payout ratio is at 26. 1% (36. 2% in FY16). G Rajasekaran, 66, belongs to the promoter family. He has held two terms as Director from 14 February 1990 to 13 February 1998 and 14 June 2000 to 09 June 2008. He was reappointed on the Board with effect from 20 June 2010. He retires by rotation and his reappointment is in line with all statutory requirements. A K Praburaj, 46, belongs to the promoter family. He was a Director of the Bank from 04 December 1997 to 07 March 2004. He was reappointed on the Board on 09 December 2014. He retires by rotation and his appointment is in line with all statutory requirements.

Abarna & Ananthan were appointed as the statutory auditors of KVB in the AGM of FY16 for two years. They have been auditing the Bank’s accounts for the last three years. The ratification is in line with the Banking Regulation Act 1949 on auditor appointments for Banks and Section 139 of Companies Act 2013. As a good practice, KVB must disclosed the background and experience of the audit firm it has appointed and the rationale for their selection.

The bank seeks shareholder approval to authorize the Board to appoint branch auditors to audit its branches/offices and to fix their remuneration. The appointment will be in consultation with the statutory auditors of the bank.

The tenure of K Venkataraman, MD & CEO of the Bank ended on 31 May 2017 as per the terms of his re-appointment in the AGM of 2014. To ensure continuity till a successor is appointed and compliance with RBI and statutory guidelines, the Board has extended his tenure for three months effective 01 June 2017 to 31 August 2017, subject to the approval of shareholders and the Reserve Bank of India. The terms of his remuneration for this period remain unchanged. We support the resolution since the extension of his term will support a smooth transition to a new leadership.

N S Srinath was ED of Bank of Baroda till he retired in May 2012. He was appointed on the Board of KVB in June 2012. His reappointment as Independent Director is in line with all with all statutory requirements. V G Mohan Prasad’s attendance of board meetings was low in FY17 at 50% (12 of 24 meetings). Over a three-year period, his attendance was 60% (40 of 67 meetings). His attendance on committee meetings is also poor. We expect directors to take their responsibilities seriously and attend all board meetings.

The rights issue and the share issuance to employees is priced at almost half the current market price. The bank proposes to reward shareholders and employees by issuing these shares at a discount. The aggregate dilution on account of the proposed equity issuance is estimated at 18. 6% of the expanded capital base. The bank should have considered presenting the resolutions separately. Further, given the discount to market price, there is an opportunity loss on the capital raise: the bank’s capital adequacy levels were 12. 5% on 31 March 2017. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 16. 0bn. The dividend payout ratio for FY17 was 131. 7%. Rajan Bharti Mittal (DIN: 00028016) is part of the promoter group and Vice Chairperson ofBharti Enterprises. He retires by rotation and his reappointment is in line with the statutoryrequirements. Deloitte Haskins & Sells LLP are replacing S. R. Batliboi & Co. LLP as the statutory auditors. Theappointment is in line with the statutory requirements. Sanjay Omprakash Nayar (DIN: 00002615) is the CEO of KKR India. His appointment is in linewith the statutory requirements. Tao Yih Arthur Lang (DIN: 07798156) is the CEO of Singapore Telecommunications Limited. Hisappointment is in line with the statutory requirements. Devendra Singh Rawat has been the MD since 2014. He was paid a total of Rs. 57. 5 mn in FY17. His proposed salary is estimated to range around Rs. 67. 6 mn, which is in line with peers andcommensurate with the size and scale of operations. For the last few years HDFC Bank has been paying pays dividend in the range of the 20-25% of annual profits. The payout for FY17 is 23. 3%. Paresh Sukthankar has been with HDFC Bank since its inception in 1994. He is the Deputy Managing Director of the Bank. His reappointment as director is in line with all statutory requirements. Kaizad Bharucha has been associated with HDFC Bank since 1995. He is Executive Director of the Bank. His reappointment as director is in line with all statutory requirements. Deloitte Haskins & Sells have been the statutory auditors of the bank for three years. Their reappointment is in-line with the statutory requirements.

Srikanth Nadhamuni is a technologist and an entrepreneur with 28 years of experience in the areas of CPU design, healthcare, e-governance, national ID, biometrics, financialtechnology and banking. He is Chairman, Novopay Solutions Pvt. Ltd. , (involved in mobile payments) and CEO, Khosla Labs Pvt. Ltd. , (start-up incubator). He was Chief Technology Officer of Aadhaar (UID Authority of India) from 2009-12. Prior to this he was in the Silicon Valley for 14 years. HDFC Bank proposes to appoint him as non-executive director, having expertise in the field of information technology. He will be entitled to remuneration by way of sitting fees, reimbursement of expenses and profit related commission as paid to other non-executive directors of the Bank. His appointment is in line with all statutory requirements.

Paresh Sukthankar was paid a remuneration of Rs 60. 8 mn in FY17. No ESOPs were granted to the Executive Directors in the year. His proposed remuneration (as per our calculations – assuming an annual growth of 20%) ranges from Rs 168. 7 mn to Rs 242. 9 mn over the next three years. HDFC Bank has not provided any guidance as regards the proposed remuneration. It is to be decided by the NRC and then approved by the board and RBI. We expect the Bank to disclose all components of proposed remuneration, both fixed and variable and flag the resolution for transparency. The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.

Kaizad Bharucha was paid a remuneration of Rs 46. 6 mn in FY17. No ESOPs were granted to the Executive Directors in the year. His proposed remuneration (as per our calculations – assuming an annual growth of 20%) ranges from Rs 125. 5 mn to Rs 180. 8 mn over the next three years. HDFC Bank has not provided any guidance as regards the proposed remuneration. It is to be decided by the NRC and then approved by the board and RBI. We expect the Bank to disclose all components of proposed remuneration, both fixed and variable and flag the resolution for transparency. The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.

Her reappointment is in line with all statutory requirements and her proposed remuneration is in line with that of her peers. The transactions include sourcing, assigment 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.

The Bank periodically undertakes asset backed/mortgage backed securitization/loan assignment transactions with various originators including HDBFSL, subsidiary company. In FY18, HDFC Bank expects these transactions and other banking transactions to exceed the materiality threshold of 10% of consolidated revenues. In FY17 HDFC Bank purchased debt securities from HDB Financial Services Limited for Rs 14. 3 bn. The transactions are in the ordinary course of business of the Bank and on an arm’s length basis. 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. MMFSL has proposed a dividend of Rs. 2. 4 per equity share of face value Rs. 2. 0 for FY17, down 40% from that paid in FY16 due to a decline in PAT by 40. 5%. The total dividend proposed to be paid (including dividend tax) is Rs. 1. 6 bn and the payout ratio is 40. 8%. Ramesh Iyer is the Vice Chairperson and Managing Director. His reappointment, as director liable to retire by rotation, is in line with all statutory requirements. The appointment of BSR & Co LLP as statutory auditors is in line with provisions of section 139 of the Companies Act 2013.

The dividend is Rs. 5. 0 per share unchanged from FY16, despite a 18. 7% increase in profits. The pay-out ratio is 21. 9%. Y Ramulu is General Manager, General Insurance Corporation of India (GIC) and has been on the Board of GIC Housing Finance (GICHF) since June 2015. His appointment meets all statutory requirements. CNK & Associates have been the statutory auditors of GICHF since FY2010. They were reappointed in the AGM of 2014 for a further period of five years. The ratification of their appointment is in line with the provisions of Section 139 of the Companies Act 2013. B. Chakrabarti is a Chartered Accountant and was CMD of National Insurance Company Ltd. And The New India Assurance Company Ltd. He was a director on the Board of GICHF as a nominee of the promoters from Jan 2005 till March 2007. He was then appointed as Independent director in February 2015 for two years and his current term expires on 24 July 2017. His appointment meets all statutory requirements.

M. K. Garg is a Chartered Accountant and a fellow of the Insurance Institute of India. He was the CMD of United India Insurance Company Ltd. He was a director on the Board of GIC HF as a nominee of the promoters from Jan 2005 till September 2009. He was then appointed as Independent director in February 2015 for two years and his current term expires on 24 July 2017. His appointment meets all statutory requirements.

A. V. Muralidharan is a Chartered Accountant & Company Secretary by Profession, is the ex-CMD of Export Credit Guarantee Commission of India (ECGC) and retired in February 2011. He worked as DGM in the National Insurance Company Ltd. And was also Director & General Manager in The New India Assurance Company Ltd. , before taking over as CMD of ECGC. He was first appointed on the Board of GICHF as Independent director in February 2015 for two years and his current term expires on 24 July 2017. His appointment meets all statutory requirements.

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The issuance will be within the overall borrowing limit of Rs. 3. 50 trillion.

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S Gopakumar was appointed on the Board of GICHF as MD & CEO for two years from 8 November 2016. S. Gopakumar is a General Manager on deputation from The Oriental Insurance Company (OIC) Ltd. His payscale will be that of general manager cadre of The OIC Ltd. And will also be eligible for perquisites and performance incentives as applicable to the office of MD & CEO of GICHF. However, the Company has not provided any details of the proposed remuneration. The office of the MD & CEO (S. Gopakumar – Rs 1. 6 mn and his predecessor Warendra Sinha – Rs 2. 5 mn) was paid a cumulative remuneration of Rs 4. 1 mn in FY17 (Rs 4. 5 mn in FY16). The remuneration is in line with the size and performance of the company.

GICHF proposes to increase its borrowing limits from Rs 80 bn to Rs 125 bn. On 31 March 2017, total borrowings aggregated Rs 82. 4 bn. Increase in debt levels of any housing finance company is reigned by the National Housing Bank’s requirement of maintaining a minimum capital adequacy level of 12%. The capital adequacy ratio as on 31 March 2017 is comfortable at 16. 6%. GICHF’s debt instruments are rated CRISIL AA+/Stable and CRISIL A1+ and ICRA AA+/Stable and ICRA A1+, which denote a high degree of safety regarding timely servicing of financial obligations. These instruments carry low credit risk.

The company proposes to create charge on its assets and securities for the increased borrowing limits. The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans. The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. GICHFL enters into the following transactions with its promoters: raising funds through NCDs / Bonds, taking property/properties on lease / rent, to avail / render any services taking insurance cover taken from promoter group companies. The transactions are not material in nature, are in the ordinary course of business and on an arm’s length basis. The company has proposed a final dividend of Rs. 1. 0 per equity share of face value Rs. 5. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 1. 36 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 4. 8 bn. Sheikh Faisal Thani Al-Thani, 34, is the Deputy Chief Investment Officer, Qatar Foundation Endowment. He has attended 13% of the board meetings held in FY17, and 24% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Manish Kejriwal, 48, is Managing Partner, Kedaara Capital, a private equity fund. He has attended 50% of the board meetings held in FY17, and 65% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period.

His estimated FY18 remuneration of Rs. 198. 0 mn including stock options is in line with peers and commensurate with the size and complexity of the business. We expect companies to disclose the likely quantum of stock options which will be issued and the targets to be achieved for performance incentive payouts. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. While it is unclear why the additional clause giving amendment powers to the nomination and remuneration committee is being included, the company has confirmed that changes to the scheme size and vesting period of the scheme will be subject to shareholder approval. Further, since the exercise price is already equal to the face value of Rs. 5. 0 per share, the company will not be able to lower it further. The bank proposes to retain equity dividend at Rs 5. 0 per share for FY17 despite a 55. 3% fall in profits. The dividend payout ratio has increased to 38. 2% on account of reduced profitability. Usha Sangwan is the nominee of LIC on the Board of Axis Bank. Her attendance of board meetings was low in FY17 at 57% (4 of 7 meetings). Over a three-year period, her attendance was 63% (12 of 19 meetings). We expect directors to take their responsibilities seriously and attend all board meetings. B. Babu Rao is an employee of UTI Asset Management Company and is deputed to SUUTI. SUUTI holds 11. 5% of the bank’s equity and has appointed him as its nominee. He retires by rotation and his reappointment is in line with all statutory requirements. 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 FY18: The ratification is in line with all the statutory requirements. The total remuneration paid to Dr. Sanjiv Misra in FY16 was Rs. 3. 6 mn. The proposed terms of remuneration for FY18 is Rs 33 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.

Shikha Sharma has been the Managing Director of the Bank since 2009. In FY17, she was paid remuneration of Rs 200. 6 mn (including the valuation of ESOPs granted and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 253. 5 mn, a growth of 26. 3%. The remuneration paid to / proposed for Shikha Sharma is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to her peers in the industry.

V. Srinivasan has been the Deputy Managing Director of the Bank since December 2015. In FY17 he was paid remuneration of Rs 113. 3 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 149. 0 mn a growth of 31. 6%. The remuneration paid to / proposed for V. Srinivasan is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry.

Rajiv Anand was appointed on the Board of Axis Bank on 12 May 2016. In FY17 he was paid remuneration of Rs 52. 2 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 86. 0 mn. The remuneration paid to / proposed for Rajiv Anand is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry.

Rajesh Dahiya was appointed on the Board of Axis Bank on 12 May 2016. In FY17 he was paid remuneration of Rs 42. 9 mn (including the valuation of ESOPs granted) and the maximum proposed remuneration for FY18 (as per our calculations) is ~ Rs 75. 4 mn. The remuneration paid to / proposed for Rajiv Anand is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry. 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.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 34. 4bn. The dividend payout ratio for FY17 was 46. 2%. Ms. Renu Sud Karnad (DIN: 00008064) is the Managing Director. She retires by rotation and herreappointment is in line with the statutory requirements. V. Srinivasa Rangan (DIN: 00030248) is an Executive Director. He retires by rotation and hisreappointment is in line with the statutory requirements. B S R & Co. LLP are replacing Deloitte, Haskins & Sells LLP as the statutory auditors. Theappointment is in line with the statutory requirements.

HDFC Bank sources home loans for HDFC through its branches across India. HDFC, afternecessary due diligence, approves and disburses the loans. The loans are booked with HDFCand HDFC Bank is paid commission for its services. Further HDFC Bank periodically purchasesthe loans and HDFC is paid a fee for servicing the home loans assigned by it. The auditcommittee has already granted approval for assignment/sale of home loans to the bank up toan overall limit of Rs. 200. 0 bn for FY18. The transactions are in the ordinary course of business and will be conducted on an arm’slength basis. It will enable HDFC to expand its reach, leverage on group expertise and cross sellits products.

The proposed annual basic salary of Rs. 18. 0-32. 4 mn for the managing directors (Keki Mistryand Ms Renu Sud Karnad) and Rs. 6. 0-24. 0 mn for other executive directors will result in anincrease in the final pay levels by ~35%. The estimated remuneration for all the directors is inline with peers and commensurate with the size and scale of operations. To allow shareholders to take an individual view on the salary revisions, the company couldhave proposed the new salary range for each director as separate resolutions.

With the coming into force of the Companies Act, 2013, several provisions of the existingArticles of Association (AoA) of the company require alteration or deletion. Accordingly, thecompany has proposed to amend its existing AoA. The proposed changes to the AoA areavailable in the notice and the new AoA is available on the website. Dividend for FY17 is Rs. 6. 0/-, while it paid a dividend of Rs. 4. 5/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 4. 3 bn. The dividend payout ratio is 15. 1%, which is in line with the company’s dividend distribution policy. Ramesh Sobti, 67, has been the Managing Director & CEO for the past nine years. His reappointment meets all statutory requirements. Price Waterhouse Chartered Accountants LLP’s appointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013. R. Seshasayee, 69, has been the Chairperson for the past ten years. His reappointment meets all statutory requirements. Given the growth in advances, IndusInd will need fresh funds to meet its capital requirements. It has a long-term credit rating of CRISIL AA+/Stable on its debt programmes, which indicates a high degree of safety regarding timely servicing of financial obligations. The issuance of Long-Term Bonds or NCDs on private placement basis will be within the overall borrowing limit.

Dabur paid an interim dividend of Rs. 1. 25 per equity share of face value Re. 1. It has now proposed a final dividend of Re. 1 per share. The total payout including the (final dividend, interim dividend and dividend tax) is Rs. 4. 8 bn. The dividend payout for FY16 is 47. 8%. Mohit Burman is part of the promoter group. He retires by rotation and his reappointment is in line with all statutory requirements. Amit Burman is the Promoter Vice-chairperson. He attended 60% of the board meetings held in FY17 and 80% of board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings, else at the very least, 75% of the board meeting held over the preceding three-year period.

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

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The proposed remuneration is comparable to the size and complexity of the business. NORMAL.

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The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. NORMAL.

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

Walker Chandiok & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the statutory audit firm and its partner and their relevant experience at the time of appointment and reappointment. PD Narang is the Group Director, Corporate Affairs with over three decades of experience. He is a professional. The proposed remuneration, estimated at Rs. 109. 7 mn, is commensurate with the size and performance of the company. We believe the company must consider setting a cap on the remuneration payable in absolute amounts. Further, the range of remuneration payable to PD Narang is too wide. Exide paid an interim dividend of Rs. 1. 6 per equity share of face value Re. 1. It has now proposed a final dividend of Rs. 0. 8 per share. The total payout including the (final dividend, interim dividend and dividend tax) is Rs. 2. 5 bn. The dividend payout for FY17 is 35. 4%. Subir Chakraborty (DIN: 00130864) is the Director (Automotive). He retires by rotation and his reappointment is in line with all statutory requirements. Rajan Raheja (DIN: 00037480) is the Promoter Vice chairperson. He retires by rotation and his reappointment is in line with all statutory requirements. The company proposes BSR & Co. LLP in place of SR Batliboi & Co. LLP. BSR & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 34. 6%. Dr. Gopichand Katragadda is the Group Chief Technology Officer of Tata Sons Ltd. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. BSR & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013. Sudhakar Rao is a retired Indian Administrative Service (IAS) Officer of the 1973 batch. His appointment is in line with the statutory requirements. Madhukar Dev has been the Managing Director since 2002. His reappointment as Managing Director and CEO is in line with the statutory requirements. The proposed remuneration of Rs. 62. 2 mn is commensurate with the size and complexity of the business. In FY17, the ratio of remuneration (Rs. 52. 9 mn) to median remuneration was 78. 3x. As a good practice, the company must consider setting a cap on the absolute amount of remuneration payable. The company has proposed a final dividend of Rs. 10. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 15. 0 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio is 26. 0%. Rakesh Makhija, 66, is the current Chairperson and former MD, SKF India Limited. He retires by rotation and his reappointment is in line with the statutory requirements. Price Waterhouse & Co. Were appointed as the statutory auditors for SKF India Ltd in the year 2012. Their ratification is in line with our Voting Policy on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013. Bernd Stephan, 61, is President, Automotive and Aerospace, SKF Group and member of SKP Group management. His appointment is in line with the statutory requirements. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of operations. The company has already paid an interim dividend of Rs. 10 per equity share. No finaldividend is being paid. The total dividend is Rs. 1. 6 bn, same as previous year. The dividendpayout ratio is 18. 6% v/s 19. 0% in FY16. Aniruddha Basu (DIN: 06593527) is the Managing Director. His appointment is in line withall statutory requirements. SR Batliboi & Co will replace Lovelock & Lewes as statutory auditors. Their appointment isin line with all statutory requirements. CESC has raised secured loans from ICICI Bank, HDFC Bank, Karnataka Bank, Citi Bank,Central Bank, State Bank of India and DSB Bank aggregating Rs. 18. 4 bn and availedfinancial guarantee of Rs. 1. 7 bn to ICICI Bank. The secured debt has easier repaymentterms, less restrictive covenants and marginally lower interest rates. The total remuneration proposed to be paid to the cost auditors is reasonable comparedto the size and scale of operations.

Dividend for FY17 is Rs. 10. 0/-, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 4 bn, while the dividend payout ratio is 12. 5%. Rajendra Shah, 84, has been associated with Atul for the past 34 years. His reappointment meets all statutory requirements. T Gopi Kannan, 58, has been associated with Atul for past 24 years and is currently the CFO. His reappointment as an executive director meets all the statutory requirements. Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Samveg Lalbhai, 56, is part of the promoter family. He has been on the board of the company for past 17 years. His proposed remuneration of Rs. 30. 4 mn for FY18 is in line with peers and commensurate with the size and complexity of the business.

In FY17 the members of Sanjay Lalbhai family (along with Arvind Ltd. And its subsidiaries) have sold their shares in Atul. As a result, the promoter shareholding has fallen from 51% to 44. 5%. They now hold 4,431 shares in aggregate, which is 0. 01% of the issued share capital. These shareholders are neither involved in daily operations, nor are able to influence the decisions made by the company and its management. The change will not materially impact non-promoter shareholders. The company proposes to pay a total dividend of Rs. 4. 75 per equity share carrying a face value of Re. 1. 0 each. The total dividend (including dividend tax) amounts to Rs. 69. 4 bn. For FY17, the dividend payout ratio is 68. 1%. Suryakant Balkrishna Mainak is a representative of LIC. His reappointment is in line with all statutory requirements.

ITC proposes to ratify Deloitte Haskins & Sells as statutory auditors: Deloitte Haskins & Sells were first appointed as the statutory auditors for ITC in FY10, and last reappointed at the FY14 AGM for a period of five years. Prior to that, the company’s auditors were A. F Ferguson & Co for 12 years (part of the same Deloitte network). Hence the audit network has a tenure of 20 years. This is in violation of the Companies (Audit and Auditor) Rules, 2014. The ratification is not in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Zafir Alam was appointed as an Additional Director from 26 October 2016 as a representative of General Insurer’s (Public Sector) Association of India. He is the General Manager of the New India Assurance Company Limited. His appointment is in line with the statutory requirements. David Robert Simpson was appointed as an Additional Director from 27 January 2017 as a representative of Tobacco Manufacturer’s (India) Ltd. He is a Trustee, Cardiff University, UK. His appointment is in line with the statutory requirements. Ashok Malik was appointed as an Additional Director from 11 April 2017 as a representative of Specified Undertaking of the Unit Trust of India. He is a member of the Board of Governors of the Indian Institute of Corporate Affairs His appointment is in line with the statutory requirements.

At an aggregate remuneration estimated at Rs. 127. 1 million, Yogesh Deveshwar’s remuneration is higher than 90% of CEOs and whole-time directors of the S&P BSE 500 companies. Although his proposed remuneration is in the same range as that of the CEO, Sanjiv Puri, we estimate that, based on the past, his remuneration – in actual terms – will be higher than that of Sanjiv Puri. The board structure, and the proposed remuneration, signal Yogesh Deveshwar’s continuing control over the company, which undermines the recently appointed CEO Sanjiv Puri.

Sanjiv Puri was appointed as CEO from 5 February 2017. He is a professional. The proposed remuneration, estimated at Rs. 112. 6 mn, is commensurate with the size and performance of the company.

The proposed remuneration is comparable to the size and complexity of the business. Normal. Normal. The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio is 36. 8%.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

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The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal. Normal.

The issuance will be within the overall borrowing limit of the company. Normal.

V Ravichandran is the Vice-Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. Deloitte Haskins & Sells were reappointed for a period of 5 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013. Ms. Nirupama Rao is Former Foreign Secretary of India. Her appointment is in line with the statutory requirements.

The total dividend for FY17 is Rs. 20. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 4. 0 bn, while the dividend payout ratio is 28. 8%. G. V. Prasad, 56, is the Co-Chairperson and Managing Director, and the company’s promoter. His reappointment is in line with all the statutory requirements. S R Batliboi & Associates LLP is part of the Ernst & Young (E&Y) audit network. They were appointed in 2016. Their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

K. Satish Reddy, 50, is the Chairperson and promoter director. His term expires on 30 September 2017. In FY17, he was paid Rs. 72. 4 mn which was 173x the median employee remuneration. His propose remuneration aggregates Rs. 92. 5 mn per annum. The FY17 remuneration and the proposed remuneration to K. Satish Reddy is in line with that of industry peers and commensurate with the size and performance of DRL. Notwithstanding, as a good practice, companies must cap the absolute amount of short term incentives payable to board members.

The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

The total dividend for FY17 is Re. 1. 0/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 7 bn, while the dividend payout ratio is 13. 9%. Ravi Mazumdar is a professor at University of Waterloo, Canada. He retires by rotation, and his reappointment is in line with the statutory requirements. Their ratification is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. Russel Walls is the Chairperson of Aviva Life Holdings Limited. He has been on Biocon’s board since April 2011. His reappointment is in line with all the statutory requirements. Mary Harney has been on the company’s board since April 2012. Her reappointment is in line with all the statutory requirements. Daniel M. Bradbury has been on the company’s board since April 2013. His reappointment is in line with all the statutory requirements. The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

Dividend for FY17 is Rs. 15. 0/-, while it paid a dividend of Rs. 5. 8/- in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 6. 1 bn, while the dividend payout ratio is 72. 5%. Jamshyd Godrej, 69, is currently the CMD of Godrej & Boyce and part of the promoter family. He has been associated with GCPL for the past 16 years. His reappointment meets all statutory requirements. Nadir Godrej, 66, is currently the MD of Godrej Industries and part of the promoter family. He has been associated with GCPL for the past 17 years. His reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Pirojsha Godrej, 38, is currently the Chairperson of Godrej Industries and part of the promoter family. He graduated from Wharton Business School and did his M. B. A. From Columbia Business School. His reappointment meets all statutory requirements. Ms. Ndidi Nwuneli, 42, is the Founder of LEAP Africa and Co- Founder of ACCE Food Processing & Distribution and Sahel Capital. She graduated from University of Pennsylvania and did his M. B. A. From Harvard Business School. Her reappointment meets all statutory requirements. The company proposes to increase the individual cap from the earlier approved Rs. 1. 5 mn to Rs. 2. 0 mn, upto 1% of net profits.

The company has proposed a final dividend of Rs. 0. 75 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. It has already paid an interim dividend of Rs. 1. 0 per equity share. In FY16, the total dividend was Rs. 1. 50 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 4 bn. The dividend payout ratio is 32. 6%. M M Murugappan is the promoter and Chairperson, Carborundum Universal Limited. He retires by rotation and his reappointment is in line with statutory requirements. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. M A M Arunachalam, 49, is part of the promoter group and MD, Parry Enterprises India Limited. His appointment is in line with statutory requirements. PS Raghavan, 61, is an Indian Foreign Services Officer and Former Secretary, Ministry of External Affairs. His appointment as independent director is in line with statutory requirements. Sujjain Talwar, 53, is a solicitor and founding partner, Economic Laws Practice. His appointment as independent director is in line with statutory requirements. His estimated FY18 remuneration of Rs. 28. 7 mn is in line with peers and commensurate with the size and complexity of the business. We expect companies to disclose the likely quantum of future stock options which will be issued to executives. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

The total dividend outflow including dividend tax on account of the interim and special dividend for FY17 is Rs. 4. 9 bn. The company has proposed a final dividend of Rs. 24. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017, in addition to the interim dividend of Rs. 16. 0 per share and special dividend of Rs. 100 per share. In FY16, the total dividend was Rs. 24. 0 per equity share. The aggregate dividend outflow including dividend tax for FY17 is Rs. 5. 9 bn (including interim, special and final dividends). The dividend payout ratio is 43. 8%.

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Normal. Normal.

The NCDs will be issued within the overall borrowing limit. Normal. Normal.

Normal.

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The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. The NCDs will be issued within the overall borrowing limit.

Ramakant Sharma, 73, is Former Senior Vice President, Public Relations, Shree Cement Limited. He retires by rotation and his reappointment is in line with statutory requirements. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

Prashant Bangur, 37, is part of the promoter family. He is being reappointed as Joint MD for five years with effect from 1 April 2017. His estimated FY18 remuneration of ~Rs. 193. 4 mn. This is high when compared to industry peers. We note that almost 50% of his remuneration is variable. However his remuneration has not been in line with company profits in the past: it increased in 2015, even when profits dropped significantly. His commission is at the discretion of the board and is open-ended - we expect the company to cap the absolute amount of commission payable, to give clarity to investors.

The issuance will be within the overall borrowing limit of the company, which is currently at Rs. 75 bn. However, the company has not disclosed the quantum of NCDs that it plans to issue.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 4. 4 bn. The dividend payout ratio for FY17 was 56. 1%. Vijay Shah (DIN: 00021276) is the Chief Operating Officer (COO). He retires by rotation and hisreappointment is in line with the statutory requirements. Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. Theappointment is in line with the statutory requirements. Anand Piramal (DIN: 00286085), 32, is the son of Ajay Piramal (promoter). He graduated inEconomics from University of Pennsylvania and holds an MBA from Harvard Business School. He joined Piramal Realty in 2011 as part of its initial team and currently heads the business. Hisappointment is in line with the statutory requirements.

The proposed pay of Rs. 129. 3 mn is in line with peers and commensurate with the size and scaleof operations. In the past, the remuneration has been aligned to the revenues of the company. The company has capped each component of his pay structure, including the variable pay. Thisprovides greater clarity to shareholders on the final pay levels.

The proposed pay of Rs. 43. 1 mn is in line with peers and commensurate with the size and scaleof operations. In the past, the remuneration has been aligned to the revenues of the company. The company has capped each component of her pay structure, including the variable pay. Thisprovides greater clarity to shareholders on the final pay levels. The issuance will be within the approved borrowing limit of Rs. 440 bn, over and above theaggregate of paid up capital and free reserves (~Rs. 540 bn). The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations.

Given that the charges may become a deterrent for shareholders to seek information, wegenerally do not support such resolutions. However, in this case the company has specifically clarified that the proposal will allow it legalheadroom to send documents to shareholders through a specific mode requested by them. Allstatutory documents will be made available free of cost (through email and courier);shareholders will only be charged if they insist that documents be sent through a particularmode only (speed post), and the quantum of such fees will only be to the extent of actualdispatch cost incurred. Dividend for FY17 is Re. 1. 0/-, while it paid a dividend of Re. 0. 9/- in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 4 bn, while the dividend payout ratio is 37. 4%. Philip Auld, 61, has been associated with Trent for the past six years. His reappointment meets all statutory requirements. Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Ms. Sonia Singh, 53, has over 27 years of experience in marketing and sales. She has experience of working in companies like Lakme, HUL, Nokia, Pepsi and Heineken. Her reappointment as an independent director meets all the statutory requirements. Abhijit Sen, 67, last served as the CFO of Citigroup, India. His reappointment as an independent director meets all the statutory requirements. Philip Auld was appointed as the MD & CEO on 4 November 2014 for three years. He has over 30 years of international experience in the retail industry. His proposed remuneration of Rs. 78. 6 mn is higher than peers but is commensurate with the size and complexity of the business.

Tech Mahindra proposes to pay a dividend of Rs. 9. 0 per equity share of face value Rs. 5. The dividend payout ratio was 34. 6%. Ulhas N. Yargop has been is Group President of the Mahindra Group. He has been the Group’s Chief Technology Officer and Chairman of the Group Sustainability Council in the past. He is a nominee of the promoter on the board of Tech Mahindra. His reappointment as director liable to retire by rotation is in line with all statutory requirements. The appointment of B S R & Co. LLP is in line with our voting policy and provisions of Section 139 of the Companies Act 2013. CARE proposes to pay a final dividend of Rs. 10 per share (FV Rs. 10). This is in addition to the total interim dividend of Rs. 18. 0 per share paid during the year. This aggregates to a total dividend of Rs. 28. 0 per share. Total dividend including the dividend distribution tax for the year is Rs. 1. 0 bn. Payout ratio was at 65. 5% for FY17. Rajesh Mokashi is the MD & CEO. He retires by rotation and his reappointment is in line with all statutory requirements. The company proposes to ratify Khimji Kunverji & Co as statutory auditors: Khimji Kunverji & Co have been the statutory auditors since FY12. Khimji Kunverji & Co’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. Ms. Sadhana Dhamane manages Stressed Assets in the Central Office of LIC. Her appointment is in line with all the statutory requirements. S. B. Mainak is the Chairperson. He has been the Non-Executive, Non-Independent Director since 17 August 2015. He is the former Managing Director of LIC. He retired from his post at LIC on 1 March 2016. After the cooling off period of one year from his retirement, he is eligible to be appointed as an Independent Director. His appointment is in line with all the statutory requirements. Milind Sarwate is the Founder & CEO of Increate Value Advisors LLP. He has 33 years of experience in Finance, HR and strategy. His appointment is in line with all the statutory requirements.

Pirojsha Godrej, 38, is part of the promoter family. He has been associated with GPL for past nine years. His reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Pirojsha Godrej, 38, was reappointed as the MD & CEO of GPL in FY15 AGM for three years. With Adi Godrej stepping down as the Chairperson, GPL proposes to re-designate him as the Executive Chairperson of GPL, w. E. F. 1 April 2017 till 31 March 2018. The proposed remuneration of Rs. 54. 3 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.

Mohit Malhotra, 39, was appointed as an Executive Director in FY15 AGM for three years. GPL proposes to re-designate him as the Managing Director and CEO of GPL, w. E. F. 1 April 2017 till 31 March 2018. The proposed remuneration of Rs. 43. 6 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. GPL current borrowings (excluding temporary loans) are close to the existing borrowing limits. It will need to raise additional funds for completion of existing projects and for future growth plans. The outstanding rating on the company’s debt programme is ICRA AA/Stable.

Normal. Normal.

Nromal. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio is 177. 2%.

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The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

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The total dividend for FY17 is Rs. 7. 5/- per share and the total dividend outflow (including dividendtax for FY17) is Rs. 4. 1 bn, while the dividend payout ratio is 13. 0%. Dr. Kamal K. Sharma is Vice-Chairperson. His reappointment is in line with all the statutoryrequirements. B S R & Co. LLP is part of the KPMG audit network. The ratification of their reappointment is inline with our Voting Guidelines on Auditor (Re)Appointments and with the requirements ofSection 139 of the Companies Act 2013. The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to thesize and scale of operations. The company’s inter-corporate transactions as on 31 March 2017 aggregate Rs. 117. 5 bn. Theadditional headroom will give it flexibility to allow for further loans and investments. We highlight‘transparency risk’ to the resolution as the company has not provided any details regarding thecompanies it proposes to transact with, nor the proposed nature of such transactions.

S. R. Batliboi & Co. LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013. Ms. Mamta Gupta is a partner in the family business firm - Newsprint Trading and Sales Corporation and is involved in its business development. She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

Ishaan Gupta is the son of Prem Kishan Gupta, the promoter and CMD of the company. At the age of 28, he does not have the requisite experience to be a board member of a listed company. The company has proposed to redesignate him as Joint Managing Director for five years from 8 February 2017 and fix his remuneration by payment of commission upto 5% of PAT (Rs. 37. 1 mn as per consolidated FY17 PAT). He was a Non-Executive Director of the company. The proposed remuneration is commensurate neither with his qualifications nor his experience.

The reappointment of Prem Kishan Gupta as CMD is in line with the statutory requirements. The proposed remuneration by payment of commission upto 5% of PAT (Rs. 37. 1 mn as per consolidated FY17 PAT) is commensurate with the size and complexity of the business. It is not commensurate with the financial performance of the company, however it is in line with the peers. In FY17, the ratio of remuneration (Rs. 17. 9 mn) to median remuneration was 66x. The company has not paid more than 3% of consolidated PAT in the past. We expect the company to remain judicious in the future as well. The company has not provided a cap in absolute terms to the commission payable.

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. The company must consider setting a cap in absolute terms on the commission payable. Edelweiss has paid an interim dividend of Rs 1. 0 during the year and now proposes a final dividend of Rs 0. 3 per share taking total dividend for FY17 to Rs 1. 3 per share. The amount of dividend paid during the year remains unchanged from that paid in FY16 despite a 16% fall in standalone PAT. The payout ratio was 84. 6%. Rujan Panjwani has been associated with the Company since 2000. He is an Executive Director. He retires by rotation and his reappointment is in line with statutory requirements. The appointment of Price Waterhouse & Co LLP is in line with our voting policy and provisions of Section 139 of the Companies Act 2013.

Rashesh Shah was paid a remuneration of Rs 61. 2 mn from Edelweiss Financial Services and Rs 118. 7 mn from the Edelweiss Group as a whole. The proposal caps his salary + bonus from the company at Rs 120. 0 mn over the next five years, but there are no details of the remuneration / cap on remuneration from the Edelweiss Group. As per our estimates based on past trends, group remuneration will range from Rs 130 mn – Rs 200 mn over the next five years. As a good practice, companies must provide reasonable information to shareholders for them to make judicious decisions. We expect companies to provide an absolute cap on remuneration received by executive directors from the group as a whole. The estimated salary is comparable with that paid to peers and commensurate with the size and complexities of the business.

Venkatchalam Ramaswamy was paid a remuneration of Rs 2. 7 mn from Edelweiss Financial Services and Rs 59. 8 mn from the Edelweiss Group as a whole. The proposal caps his salary + bonus from the company at Rs 120. 0 mn over the next five years, but there are no details of the remuneration / cap on remuneration from the Edelweiss Group. As per our estimates based on past trends, group remuneration will range from Rs 70 mn – Rs 100 mn over the next five years. As a good practice, companies must provide reasonable information to shareholders for them to make judicious decisions. We expect companies to provide an absolute cap on remuneration received by executive directors from the group as a whole. The estimated salary is comparable with that paid to peers and commensurate with the size and complexities of the business.

P. N. Venkatachalam retired in 2004 as Managing Director, State Bank of India. He has been associated with the company for an extended tenure of 10 years (completed 10 years in 2017). We believe the length of the tenure is inversely proportionate to the independence of a director – hence, we classify P. N. Venkatachalam as non-independent. If the company believes it will benefit from P. N. Venkatachalam serving on its board, it should appoint him as a non-independent director.

Berjis Desai is Managing Partner, J. Sagar Associates, law firm. , He has been on the board of Edelweiss for 8 years. Reappointment for five years will take his total tenure to over 10 years. We will consider him as non-independent once his tenure crosses 10 years: this will impact our view on the company’s future board composition.

Sanjiv Misra is the President of Phoenix Advisers Pte. Ltd. , an advisory and principal investing firm. He has been on the board of Edelweiss for 6 years. Reappointment for five years will take his total tenure to over 10 years. We will consider him as non-independent once his tenure crosses 10 years: this will impact our view on the company’s future board composition.

Navtej S. Nandra is President of E*TRADE Financial Corporation and former CEO of Morgan Stanley Investment Management Ltd. He has been on the board of Edelweiss for 8 years. Reappointment for five years will take his total tenure to over 10 years. We will consider him as non-independent once his tenure crosses 10 years: this will impact our view on the company’s future board composition.

Kunnasagaran Chinniah recently retired as the Managing Director/Global Head of Portfolio, Strategy & Risk Group with GIC Special Investments, the private equity arm of the Government of Singapore Investment Corporation. He has been associated with the company for an extended tenure of 10 years (completed 10 years in 2017). We believe the length of the tenure is inversely proportionate to the independence of a director – hence, we classify Kunnasagaran Chinniah as non-independent. If the company believes it will benefit from Kunnasagaran Chinniah serving on its board, it should appoint him as a non-independent director. The total dividend for FY17 is Rs. 5. 5/- per share, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 1. 6 bn, while the dividend payout ratio is 89. 5%. Karan Thapar, 60, represents the promoter group and is currently the Non-Executive Chairperson of Greaves Cotton. His reappointment meets all statutory requirements. The ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013. Greaves Cotton 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. Ms. Sree Patel, 42, is the former Executive Director of Mondelez India Foods Pvt. Ltd. She has experience in business strategy, corporate law, M&A and corporate governance. Her appointment meets all statutory requirements. Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. He graduated from University of Texas and did his M. B. A. From Booth School of Business, University of Chicago. His appointment meets all statutory requirements. Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. He received a remuneration of Rs. 17. 5 mn from 27 September 2016 to 31 March 2017. The proposed remuneration of Rs. 38. 0 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. The company proposes to pay commission of upto 1% of net profits, to its executive directors. As the company grows in size, it must consider setting a cap in absolute terms on the commission payable.

The company proposes final dividend of Rs. 2. 6 per equity share, an increase from Rs. 2. 2per share paid in the previous year. The total dividend is Rs. 2. 8 bn. The dividend payoutratio is 36. 5% v/s 33. 3% in FY16. Harish Bhat (DIN 00478198) is the former CEO of Tata Global Beverages. Hisreappointment is in line with all statutory requirements. BSR & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment isin line with all the statutory requirements. Atulya Misra (DIN 02210369) is IAS officer and the nominee of TIDCO. His appointment isin line with all statutory requirements. The company seeks approval to authorize the Board of Directors to appoint branchauditors in consultation with the company’s auditors – these auditors will audit thebranches outside India. The company proposes to appoint SRBC & Co LLP as statutory auditors in place of Price Waterhouse, Chartered Accountants. SRBC & Co LLP’ appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the statutory audit firm and its partners, and their experience, at the time of (re)appointment. Jacob Sebastian Madukkakuzy has been appointed as the CFO since 7 October 2016. His appointment is in line with all statutory requirements. The company proposes to appoint Jacob Sebastian Madukkakuzy as Whole-time Director and CFO of the company with proposed maximum remuneration of Rs. 77. 6 mn. The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers.

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The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn.

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The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

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Consensus on critical issues may become difficult to achieve if board exceeds 15 members.

Chandrasekar Meenakshi Sundaram is Executive Vice-President – Sales & Customer Development. His appointment is in line with all statutory requirements. The company proposes to appoint Chandrasekar Meenakshi Sundaram as Whole-time Director of the company with proposed maximum remuneration of Rs. 77. 6 mn. The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers. The company proposes to increase the individual cap from the earlier approved Rs. 0. 5 mn to Rs. 1. 0 mn, upto 1% of net profits. The proposed remuneration is comparable to peers. At the FY16 AGM, the company sought shareholder approval to keep the register of members and other documents at the office of Link Intime Private Limited in Mumbai. Link Intime Private Limited has shifted its registered office in Mumbai from Bhandup to Vikhroli. The company seeks shareholder approval to keep the registers and other documents at the new location 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. The company has proposed a final dividend of Rs. 3. 0 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio is 13. 2%. PR Venketrama Raja, 58, is part of the promoter family and the Chairperson and Managing Director with effect from 4 June 2017, subject to shareholder approval. Previously, he was a non-executive director on the board. He retires by rotation and his reappointment is in line with statutory requirements.

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment.

We note that almost all of his remuneration will be variable and closely linked to company performance. However, his estimated FY18 remuneration of Rs. 444. 4 mn is high as compared to industry peers. His current remuneration structure at 5% of net profit is open-ended and does not provide clarity about future payouts. We expect the company to cap the absolute amount of commission payable. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. The company has proposed a final dividend of Rs. 2. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 5 bn. The dividend payout ratio for FY17 is 41. 9%. J D Curravala, 77, is the Managing Director of GKW Ltd (entity with which company has transacted during the year). He is liable to retire by rotation and his reappointment is in line with all statutory requirements. S R Batliboi and Co. LLP will replace Price Waterhouse as statutory auditors. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The company seeks to pay commission to the non-executive directors, which would exceed 1% of the net profits of the company but within the overall ceiling of 11% to all directors (including whole-time directors). The company must consider setting a cap in absolute terms on the commission payable.

Shome & Banerjee will be paid Rs. 0. 3 mn for Durgapur, Bangalore plant and captive power plants and Rs. 30,000 for 1. 5 MW link canal power plant at Mandya; DBK Associates will be paid Rs. 0. 2 mn for Satpur, Ambad, Gonde & captive power plants; B G Chowdhury & Co will be paid Rs. 50,000 for Barauni; and N Radhakrishnan & Co will be paid Rs. 40,000 for Mini steel plant of Powmex Steels division. The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. The proposed NCDs will be issued within the overall borrowing limit. Graphite India Limited’s NCDs are rated ICRA AA+/ Stable, which denotes high degree of safety regarding timely servicing of financial obligations.

The existing AoA of the company were incorporated in 1974. Graphite India Limited proposes to adopt a new set of AoA to delete/ amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model AoA for a company limited by shares. The company has not uploaded the revised AoA on its website. Shareholders will be required to visit the company’s premises to understand the alterations and review the revised AoA. The company proposes to pay a dividend of Rs. 1. 75 per share (FV Re. 1. 0). Total dividend including the dividend distribution tax for the year is Rs. 2. 0 bn. Payout ratio was at 45. 8% for FY17. Gurbachan Singh Dhingra is the promoter Vice Chairperson. He retires by rotation and his reappointment is in line with all statutory requirements. SR Batliboi & Co were appointed for a period of five years in the company’s FY15 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of SR Batliboi & Co is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. The aggregate commission paid has ranged between Rs. 2. 9 mn and Rs. 4. 3 mn in the past three years. The proposed remuneration is comparable to peers. The board has approved the appointment of N Radhakrishnan & Co and Shome and Banarjee as cost auditors for the year ending 31 March 2017 on a total remuneration of Rs. 95,000 and Rs. 75,000 respectively. This excludes taxes and reimbursement of out of pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations. Dividend for FY17 is Rs. 13. 0/-, while it paid a dividend of Rs. 12. 0/- in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 9. 3 bn, while the dividend payout ratio is 23. 5%. Pawan Goenka, 62, has been associated with M&M for the past 24 years. His reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We appreciate the detailed disclosures on the profile and experience of BSR & Co. LLP and the audit partner made by the company. TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory requirements. TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory requirements.

Anand Mahindra, 62, is part of the promoter family. He has been on the board of M&M for past 28 years and was last reappointed FY12 AGM for a period of five years. The proposed remuneration is likely to range between Rs. 85 mn and Rs. 110 mn, which is commensurate with the size and complexity of the business, and comparable to peers.

Dr. Pawan Goenka, 62, joined M&M in 1993 as General Manager (R&D). He was appointed as an Executive Director for five years in FY14 AGM. The proposed remuneration is likely to range between Rs. 120 mn and Rs. 150 mn (including fair value of ESOPs), which is commensurate with the size and complexity of his responsibilities, and comparable to peers. The NCDs and / or CPs will be issued within the overall borrowing limit, at an interest rate not exceeding 10% p. A. The company paid two interim dividends of Rs. 3 each and proposes to pay a final dividend of Rs. 54 per equity share. The total dividend including the interim dividend (including dividend tax) is Rs. 306. 3 mn v/s Rs. 254. 3 mn in the previous year. The dividend payout ratio is low at 2. 1% v/s 1. 0% in FY16. Dr. KC Mammen (DIN: 00019494) is the promoter and director of the company since 1975. His reappointment is in line with all statutory requirements. Mahesh, Virender & Sriram will jointly audit the financial statements of the company with SCA and Associates. We expect the company to disclose a profile of the firm and the rationale behind their selection. SCA and Associates were appointed as joint statutory auditors in the 2016 AGM. The ratification is in line with all statutory requirements. The company has clubbed the modifications to its Articles of Association (AoA) in a single resolution. Although we support the changes made to AoA with regard to Managing Director and Wholetime Director to retire by rotation, we do not support increase in the board size above 15 members as consensus on critical issues may become difficult to achieve. Samir Thariyan Mappillai (DIN:07803982) belongs to the promoter family. After appointing Samir Thariyan Mappillai and Varun Mammen as directors the board size increases to 16 members. We do not support increase in board size above 15 members. Varun Mammen (DIN: 07804025) belongs to the promoter family. After appointing Samir Thariyan Mappillai and Varun Mammen as directors the board size increases to 16 members. We do not support increase in board size above 15 members. KM Mammen’s revised annual remuneration is estimated at Rs. 218. 3 mn. This is in line with peers and commensurate with the size and complexity of business. Arun Mammen‘s revised annual remuneration is estimated at Rs. 201. 6 mn. This is in line with peers and commensurate with the size and complexity of business.

Normal.

Normal.

NormalNormal

Normal.

Rahul Mammen Mappillai was promoted as the Managing Director with effect from 4 May 2017. His revised annual remuneration is estimated at Rs. 174. 3 mn. This is in line with peers and commensurate with the size and complexity of business. Samir Thariyan Mappillai, 35, belongs to the promoter family. His proposed remuneration is estimated at Rs. 21. 6 mn. This is in line with peers and commensurate with the size and complexity of business. We do not support the resolution as board size will increase over 15 members after the appointment of Varun Mammen and Samir Thariyan Mappillai.

Varun Mammen, 35, belongs to the promoter family. His proposed remuneration is estimated at Rs. 21. 6 mn. This is in line with peers and commensurate with the size and complexity of business. We do not support the resolution as board size will increase over 15 members after the appointment of Varun Mammen and Samir Thariyan Mappillai. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) out of total 312 shares.)The company proposes to pay a final dividend of Rs. 22. 0 per share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 3. 2 bn. The payout ratio for FY17 is 37. 7%.

AK Hirjee is part of the promoter group. He is the Vice Chairperson of Bombay Burmah Trading Corp Ltd. He attended 50% of the board meetings in FY17 and 83% of the board meetings over the past three years. He retires by rotation and his reappointment is in line with all statutory requirements. We have a minimum threshold of 75% attendance of board meetings over a three-year period, while voting on re-appointment of directors.

BSR & Co LLP have been auditing the company’s financial statements for the past seven years (since FY11). BSR & Co LLP were reappointed for a period of 5 years in the company’s FY14 AGM. BSR & Co LLP’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. Dr. Ajay Shah is a professor at National Institute of Public Finance and Policy, New Delhi. He was appointed as an Additional Director from 13 February 2017. His appointment is in line with all the statutory requirements. Dr. Yashwantrao Thorat is the former Chairperson, NABARD. He was appointed as an Additional Director from 13 February 2017. His appointment is in line with all the statutory requirements. The company has proposed a final dividend of Rs. 35. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 40. 0 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 461. 5 mn. The dividend payout ratio is 24. 2%. V Sathyakumar, 57, is a nominee of Life Insurance Corporation of India (LIC). He is an Executive Director in LIC. He retires by rotation and his reappointment is in line with statutory requirements. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment. Arun Alagappan, 40, is President, TI Cycles of India Limited, a part of the Murugappa group of companies. His appointment is in line with statutory requirements. The total remuneration proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

The total outflow on account of dividend is Rs.11.7 bn v/s Rs.9.3 bn in the previous year. The dividend payout is 33.9% v/s 96.9% in FY16.Dinesh Kumar Mehrotra (DIN: 00142711) is the former Chairperson of Life Insurance Corporation of India. His

reappointment is in line with all statutory requirements.Koushik Chatterjee (DIN: 00004989) is in charge of Tata Steel’s operations in Europe. His reappointment is in line with all statutory requirements.Price Waterhouse & Co will replace Deloitte Haskins and Sells as statutory auditors. Their appointment is in line with all statutory requirements.N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former

CEO and Managing Director of Tata Consultancy Services Limited. His appointment is in line with all statutory requirements.Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) is the former Chief Executive Officer of Deutsche Shell Holding

GmbH. His appointment is in line with all statutory requirements.Aman Mehta (DIN: 00009364) is the former CEO of HSBC (Asia Pacific region). He is Independent Director of Tata Consultancy Services Ltd since May 2004. Because of his long association with the group, we consider

him non-independent.Deepak Kapoor (DIN: 00162957) is the former Chairperson of PwC India. His appointment is in line with all statutory requirements.The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale

of operations.The proposed issuance will be carved out of the company’s Rs.700 bn borrowing limit, which was approved by shareholders in August 2014 postal ballot.

Dividend for FY17 is Rs. 100. 0/-, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 3. 3 bn, while the dividend payout ratio is 21. 0%.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

Normal. The total dividend outflow including dividend tax on account of the interim dividend for FY17 is Rs. 28. 8 mn.

His reappointment is in line with all the statutory requirements.

The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

SR Batliboi & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Siddhartha Lal, 44, 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 in the previous AGM for five years. As per the Eicher’s remuneration policy, Siddhartha Lal’s salary is revised each year. His proposed remuneration of Rs. 104. 6 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.

The total outflow on account of dividend is Rs. 0. 5 bn, same as previous year. The dividend payout is 15. 4% v/s 11. 9% in FY16. HV Goenka (DIN: 00026726) belongs to the promoter family and is the Chairperson of the company. His reappointment is in line with all statutory requirements. SRBC & Co have audited the past five years financial statements of the company. The company proposes to appoint them for another five-year term. Their reappointment is in line with all statutory requirements. The company seeks approval to authorize the Board of Directors to appoint branch auditors in consultation with the company’s auditors – these auditors will audit the branches outside India.

The company has removed the cap from his performance bonus and maximum remuneration. His proposed performance bonus is at the discretion of the board with no limit on maximum remuneration. We observe that the company has been judicious in paying remuneration in the past with his performance bonus ranging between 20% and 32% of fixed salary. Anant Vardhan Goenka’s proposed remuneration is estimated at Rs. 44. 7 mn, including performance bonus of Rs. 10. 3 mn (30% of fixed salary). His overall remuneration is commensurate with performance of the company and in line with peers.

The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. The proposed issuance will be carved out of the company’s Rs. 10 bn borrowing limit, which was approved by shareholders in September 2014 AGM.

The company has proposed a final dividend of Rs. 0. 3 per equity share of face value Re. 1. 0 for the year ended 31 March 2017, in addition to the interim dividend of Rs. 0. 2 per share. The aggregate dividend outflow including dividend tax for FY17 is Rs. 72. 0 mn (including interim and final dividends). The dividend payout ratio is 6. 8%. Their appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Astral proposes to reappoint Ms. Jagruti Engineer as its Whole-time Director for a period of 3 years with effect from 1 May 2017. She is heading the Administration and Human Resource department of the company. Her reappointment is in line with all statutory requirements. The proposed remuneration of Rs. 6. 6 mn for FY18, is in line with peers and commensurate with the size and scale of operations. The remuneration structure does not have any variable pay component. We believe, as a board member, her pay must be aligned with the performance of the company. The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

The total dividend outflow including dividend tax for FY17 is Rs. 3. 4 bn. The dividend payout ratio for FY17 is 48. 7%. S Padmanabhan is Executive Chairperson of Tata Business Excellence Group and Head Group HR of Tata Sons. He is liable to retire by rotation and his appointment is in line with all statutory requirements. B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.

The total dividend outflow including dividend tax for the year is Rs. 3. 2 bn. The dividend payout ratio for the year is 10. 5%. The company proposes a dividend of 0. 01% dividend on 0. 01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each, aggregating Rs. 2811. 0. Rajesh Adani attended 60% of the board meetings in FY17 and 70% of the board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. We have a minimum threshold of 75% attendance of board meetings over a three-year period, while voting on re-appointment of directors. The company proposes to appoint Deloitte Haskins & Sells LLP in place of the retiring auditors, SRBC & CO LLP. Deloitte Haskins & Sells LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. The company proposes to appoint Gautam Adani as MD for a further five years. The terms of remuneration remain the same. In FY17, his remuneration aggregated Rs. 28. 0 mn, which was 42. 55x the median employee remuneration. The proposed remuneration of Rs. 28. 0 mn is commensurate with the size and complexities of his responsibilities. As a good practice companies must provide an absolute cap on the variable pay. Karan Adani has been the CEO of the company since 1 January 2016. He is part of the promoter group. His appointment is in line with all the statutory requirements.

Karan Adani, 30, is the son of Gautam Adani, the Chairperson and Managing Director of Adani Ports. He was appointed as CEO on 1 January 2016. At the FY16 AGM, the shareholders had approved his remuneration of upto Rs. 15. 0 mn per annum including salary, perquisites, and other benefits with effect from 1 September 2016. The company proposes to appoint him as CEO and Whole-Time Director on the same terms. While we approve the proposed remuneration of Rs. 15. 0 mn. The resolution also provides the Board with the liberty to revise his remuneration without approval of shareholders within the prescribed ceiling limit of Schedule V. This means his remuneration can increase upto 5% of the net profits. Which is high. We expect companies to take shareholder approval for any revision in remuneration terms of Executive Directors.

The maximum potential dilution is estimated to be 6. 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 the company to clearly state the reasons for raising funds. 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.

Dividend for FY17 is Re. 1. 0/-, while it paid a dividend of Rs. 3. 0 in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 2 bn, while the dividend payout ratio is 25. 9%. GRK Prasad, 60, represents the promoter family on the board. He has been associated with NBVL for the past 14 years. His reappointment meets all statutory requirements. Walker Chandiok & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.

Amit Laroya (DIN: 00008084) is the former MD of 3M India. He has attended only two out of four board meetings (50%) in FY17. He has attended 13 out of 15 board meetings (87%) in the past three years. We expect directors to take their responsibilities seriously and attend all meetings. BSR & Co. LLP were appointed as the statutory auditors in the 2016 AGM for five years. The ratification of their appointment is in line with the statutory requirements. Jong Ho Lee (DIN: 06720950) is the Finance Director (Asia) for 3M Company, USA. His appointment is in line with the statutory requirements. B V Shankaranarayana Rao (DIN: 00044840) has been on the board for the past 15 years. His proposed remuneration, estimated at Rs. 25. 3 mn, is in line with peers and commensurate with the size and scale of operations. The remuneration structure does not have any variable pay component from 3M India. However, he is eligible for long term incentives from the global parent. The board must consider revising his pay structure to align his remuneration to the performance of 3M India. The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.

Normal.

Normal.

BC Prabhakar is a practicing lawyer. His reappointment is in line with all statutory requirements.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

Normal.

Normal.

Royalty (and related fees) paid by 3M India have been excessive and, in the past, have grown disproportionately compared to growth in revenues and profits. In FY17 such payments were ~35% higher than the pre-approved limits and amounted to >5% of net sales. The company has not clearly clarified why there is such a sharp jump in royalty payments during the year. Given the lack of information, we are unable to support the ratification of the excess amounts.

The proposed related party transactions include royalty and related fees (Rs. 1. 55 bn in FY17), which have grown disproportionately in the last nine years compared to the growth in revenues and profits. Such fees amounted to 55% of PAT in FY16, which is high compared to peers. Bharat Forge Limited has proposed a final dividend of Rs. 5. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. It has already paid an interim dividend of Rs. 2. 50 per equity share. The company has paid an aggregate dividend per share of Rs. 7. 50 over the past three years. The aggregate dividend outflow including dividend tax for FY17 is Rs. 2. 1 bn. The dividend payout ratio is 35. 9%. G K Agarwal, 66, is the Deputy Managing Director, Bharat Forge Limited. He retires by rotation and his reappointment is in line with statutory requirements. Kishore Saletore, 51, is the Chief Financial Officer, Bharat Forge Limited. He retires by rotation and his reappointment is in line with statutory requirements. They have been the statutory auditors for the past five years. Their reappointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. The proposed amalgamation will result in simplification of the existing organizational structure and reduction of administrative and operating costs. As per the scheme, there will be no issuance of shares and the entire equity share capital of GVPIL will be cancelled. Hence, there will be no change in the economic interest for the shareholders. Page Industries proposes to pay final dividend of Rs. 25. 0 per share of FV Rs. 10. 0 for FY17. This is in-addition to three interim dividends aggregating Rs. 72. 0 per share. Total dividend for the year is Rs. 97. 0 per share. The dividend amount including the dividend tax is Rs. 1. 3 bn. The dividend payout ratio for FY17 is 48. 9%. Nari Genomal is part of the promoter group and is the Chief Mentor. He retires by rotation and his reappointment is in line with all statutory requirements. Ramesh Genomal is part of the promoter group and is Director – Indian Chamber of Commerce, Philippine. He retires by rotation and his reappointment is in line with all statutory requirements. SR Batliboi & Associates LLP were appointed as statutory auditors at the FY16 AGM. SR Batliboi & Associates LLP’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and in line with the requirements of Section 139 of the Companies Act 2013. Vedji Ticku was appointed as an Additional Director from 25 May 2017. He has been associated with the company since 1997 and was appointed as CEO in February 2016. His appointment is in line with all statutory requirements.

The company has capped Vedji Ticku’s annual remuneration at Rs. 75 mn (including variable pay), which is a good practice. At Rs. 75mn, his proposed remuneration is comparable to peers and commensurate with the size and complexity of the business. However, the company should have disclosed the quantum of fixed and variable pay in the overall structure, for investors to ascertain the degree of performance-linked incentives. As an optimal remuneration structure, we believe performance-linked incentives must be a higher component of the overall remuneration structure.

VS Ganesh was appointed as an Additional Director from 25 May 2017. He joined the Company in 2014 as Senior Vice President and was elevated to President – Manufacturing & Operations in July, 2016. He heads the manufacturing and operations. His appointment is in line with all statutory requirements.

The company has capped V S Ganesh’s annual remuneration at Rs. 40 mn (including variable pay), which is a good practice. At Rs. 40mn, his proposed remuneration is comparable to peers and commensurate with the size and complexity of his role. However, the company should have disclosed the quantum of fixed and variable pay in the overall structure, for investors to ascertain the degree of performance-linked incentives. As an optimal remuneration structure, we believe performance-linked incentives must be a higher component of the overall remuneration structure.

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. 7. 0 mn is comparable to peers.

Despite making a standalone loss, the dividend for FY17 is Rs. 1. 75/-, which is same as paid in the previous two years. The total dividend outflow (including dividend tax for FY17) is Rs. 707. 9 bn. Adi Godrej, 75, is currently the Chairperson of Godrej Group and part of the promoter family. He has been associated with GIL for the past 29 years. His reappointment meets all statutory requirements. Tanya Dubash, 49, is currently an Executive Director and Chief Brand Officer of GIL. She is part of the promoter family and has been associated with GIL for the past 21 years. Her reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Prior to BSR & Co’s appointment, Kalyaniwalla & Mistry were the statutory auditors for past 19 years. GIL current borrowings on 31 March 2017 (as per standalone financials) is ~ Rs. 19. 5 bn (excluding temporary loans of Rs. 9. 1 bn), which is close to the existing borrowing limit (Rs. 21. 3 bn). GIL will need to raise additional funds for expansion of its businesses.

The total outflow on account of dividend is Rs. 862. 7 mn v/s Rs. 745. 9 mn in the previous year. The dividend payout is 77% v/s 60. 8% in FY16. Vir S Advani (DIN: 01571278) belongs to the promoter family and is the Managing Director. His reappointment is in line with all statutory requirements. SRBC & Co were appointed as the statutory auditors in the 2014 AGM for five years. The ratification is in line with all statutory requirements. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Rajiv R Lulla (DIN: 06384402) is senior advisor at Voltaire Capital. His appointment is in line with all the statutory requirements. Dinesh N Vaswani (DIN: 00306990) is founder and Managing Director of Acuitas Capital Advisors. His appointment is in line with all the statutory requirements. Since his appointment, Dinesh Vaswani has attended only 50% of the board meetings – we expect directors to take their responsibilities seriously and attend all board meetings. Sam Balsara (DIN: 00076942) is the Chairperson and Managing Director of Madison World. His appointment is in line with all the statutory requirements. The company proposes to remove the cap of 2% on the commission and performance linked incentives payable to Vir S Advani and B Thiagarajan beginning 1 April 2017. Their past remuneration has outpaced company performance. Removal of the cap on commission and performance-linked incentives will make the remuneration open ended. The total dividend for FY17 is Rs. 10. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 1. 3 bn, while the dividend payout ratio is 97. 0%. Dr. Sharvil P. Patel, 39, is promoter Chairperson. His reappointment is in line with all the statutory requirements. Dhirubhai Shah & Doshi was appointed as the statutory auditors of the company in 2014. The ratification of their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. Kulin Lalbhai, 31, holds executive directorship on the board of Arvind Limited. His appointment is in line with all the statutory requirements. For administrative convenience Zydus Wellness proposes that the Register and the Index of Members, the Register and the Index of Debenture holders and other security holders, and copies of the Annual Return be kept at the office of the Company’s Registrar & Share Transfer Agent - M/s. Link Intime India Private Limited, 5th Floor, 506 to 508, Amarnath Business Centre – 1, (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College Corner, Off C. G. Road, Ellisbridge, Ahmedabad – 380 009. The total dividend for FY17 is Rs. 2. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 1. 9 bn, while the dividend payout ratio is 19. 9%.

He retires by rotation and his reappointment is in line with all the statutory requirements.

Normal.

The remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal.

Normal.

Normal.

Normal. Normal. The total dividend outflow including dividend tax for FY17 is Rs. 0. 4 bn. The dividend payout ratio is 29. 4%.

The issuance will be within the overall borrowing limit of Rs. 50 bn.

Normal.

Walker Chandiok & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. Ireena Vittal, 48, was a partner with McKinsey & Company. Her appointment is in line with all the statutory requirements. Peter Lankau, 64, is a principal of Lankau Consulting LLC. His appointment is in line with all the statutory requirements.

Samina Vaziralli, 42, is part of the promoter family. The re-designation will change her roles and responsibilities to governance and supervision from operational management. Her estimated FY18 remuneration of Rs. 121. 8 mn is high when compared to industry peers. Further, the growth in her remuneration in FY17 has outpaced the company’s performance. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable, and provide clarity on the metrics of measurement for determining performance-incentive pay.

The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. If Cipla were to raise the entire Rs. 20. 0 bn at the current market price of Rs. 569. 6, it would have to issue ~35. 1 mn shares: this would result in an equity dilution of 4. 2% on the post issuance share capital. Cipla will be required raise funds to meet the needs of its growing business and to augment its capital base. The issuance of debt securities on private placement basis will be within the company’s overall borrowing limit. AIA paid an interim dividend of Rs. 4. 0/- during the year and has proposed a final dividend of Rs. 4. 0/- per equity share. The total dividend for FY17 is Rs. 8. 0/- per share, while it was Rs. 18. 0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 9 bn, and the dividend payout ratio is 21. 8%. AIA paid an interim dividend of Rs. 4. 0/- during the year and has proposed a final dividend of Rs. 4. 0/- per equity share. The total dividend for FY17 is Rs. 8. 0/- per share, while it was Rs. 18. 0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 9 bn, and the dividend payout ratio is 21. 8%. Ms. Khushali S. Solanki, 40, represents the promoter family. She has been on the board of AIA for the past three years. Her reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Prior to their appointment, Talati & Talati were the statutory auditors for past 16 years.

Yashwant M. Patel, 74, has varied experience in Production, Administration, Human Resources and Accounts. He was last reappointed as an Executive Director in FY13 AGM for three years. The proposed remuneration of Rs. 2. 3 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. However, there is no performance-linked component to his remuneration structure- executive remuneration structures should carry a component of performance linked pay to establish a link between pay and company performance.

Welcast Steel Ltd. Undertakes contract manufacturing on behalf of AIA. The company believes that the purchase of goods from WSL may exceed the threshold limit of 10% of annual consolidated turnover in FY18. While AIA has not disclosed the quantum of the transactions proposed, the resolution is valid only for FY18 and transactions have been in the range of Rs. 1. 2 bn to Rs. 2. 2 bn in the last five years. Further, the transactions will be in the ordinary course of business and at arm’s length. AIA proposes to adopt a new set of Articles of Association (AoA) to delete/amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The new set of AoA are not available on its website. The company seeks shareholder approval to keep the registers and other documents at the office of Registrar and Transfer Agent, Link Intime Private Limited. The documents will be maintained within the same city where the registered office is located; we believe that this will not cause inconvenience for shareholders. Manappuram has paid three interim dividends of Rs. 0. 5 per share each aggregating to Rs. 1. 5 per share for the year ended 31 March 2017. The dividend payout for the year was its lowest in the last three years at 20. 9% (FY16 - 67. 6%). E. A. Kshirsagar is a Chartered Accountant and a nominee director of Baring India Equity Fund. He has attended 67% (4 of 6) of the board meetings in FY17 and 74% (14 of 19) over the last three years. We expect directors to take their responsibilities seriously and attend all meetings, else at least 75% of the board meetings over a 3-year period, to be re-elected.

Manappuram proposes to appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of five years with a ratification each year. SR Batliboi & Associates LLP were the previous statutory auditors of the company for ten years. Their appointment is in line with our Voting Policy and statutory requirements of Section 139 of the Companies Act 2013.

V. P. Nandakumar’s proposed remuneration (of Rs 113. 1 mn from Rs 81. 6 mn in FY16) is line with the size and complexity of a business like Manappuram and comparable to peers in the industry. However, he is eligible for payment of commission upto 1. 0% of profits, which is not capped. Also, the terms of his remuneration include leave travel concession to three trips with family every year. Further, Manappuram will also reimburse expenses incurred by his spouse/one other person for travelling with him during business trips citing health/security reasons. These shall not be considered as perquisites and will be over and above the remuneration. We are not in favor such remuneration structures and, because there is no cap on the amount that may be spent on such trips, consider this not to be a good practice.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of Rs 200 bn. The NBFCs has outstanding ratigns of CRISIL AA-/Stable / CRISIL A1+ and ICRA AA-/Stable / ICRA A1+.

The aggregate dividend outflow including dividend tax for FY17 is Rs. 145. 5 mn. The dividend payout ratio is 30%. Dr. N Muthukumar (DIN: 06708535), 52, is the Managing Director, Automotive Axles Limited. He retires by rotation and his reappointment is in line with statutory requirements. Automotive Axles Limited proposes to appoint S R Batliboi & Associates LLP as statutory auditors for five years, replacing Deloitte Haskins & Sells. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The total dividend outflow including dividend tax for FY17 is Rs. 149. 5 bn. The dividend payout ratio is 179. 8%. Navin Agarwal, 57, is part of the promoter family and Executive Vice Chairperson, Vedanta PLC, the ultimate holding company. He retires by rotation and his reappointment is in line with statutory requirements. The company proposes to ratify S R Batliboi & Co LLP as statutory auditors for one year – they were appointed as auditors for five years in the FY16 AGM. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. In FY17, the company paid an aggregate commission of Rs. 6. 0 mn to its non-executive directors, which was in line with peers and commensurate with their responsibilities. While we expect the company to remain judicious in its commission payouts to non-executive directors, as a good practice, it must consider setting a cap in absolute amount of the commission payable.

Mehernosh Kapadia, 64, is Executive Director - Corporate Affairs. He retires by rotation and his reappointment is in line with statutory requirements. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former CEO and Managing Director of Tata Consultancy Services Limited. By virtue of his position as Chairperson of Tata Sons, he is also the Chairperson of The Indian Hotels Company Limited. His appointment is in line with statutory requirements. Rakesh Sarna’s remuneration has remained static at ~Rs. 150 mn over FY15 and FY16. Further, while his proposed annual FY18 remuneration of Rs. 151. 3 mn is higher than his Indian peers, it is commensurate with the size and complexity of the business. Although he will continue in his executive capacity till 30 September 2017, the board has decided to extend his remuneration by two months. The total dividend for FY17 is Rs. 5. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 0. 5 bn. The dividend payout ratio at 41. 1% for FY17 is lower than 44. 1% in FY16. Kailashchandra Nuwal is Executive Vice-Chairperson. He retires by rotation and his reappointment is in line with all the statutory requirements.

Normal.

Normal.

Normal. Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal. Normal.

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately. Further, there is no clarity on the experience or background of Akshay Rathi & Associates. As a best practice, the company must provide a brief profile of the statutory audit firm and its partner and their relevant experience at the time of appointment and reappointment.

Roomie Dara Vakil’s reappointment is in line with all the statutory requirements. His FY18 proposed remuneration estimated at Rs. 4. 7 mn is in line with peers and commensurate with the company’s size and scale of operations. The remuneration structure does not have any variable pay component. We believe, as a board member, his pay must be aligned with the performance of the company. The proposed remuneration to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

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%. Pankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with the statutory requirements. MSSL proposes to appoint S. R. Batliboi & Co. LLP (Ernst & Young audit network) as statutory auditors for a period of five years with a ratification each year. The company’s previous auditors were Price Waterhouse Chartered Accountants LLP for the past 17 years. The appointment is in line with our Voting Policy on Auditor appointment and with the provisions of Section 139 of the Companies Act 2013.

Pankaj Mital was paid a remuneration of Rs 19. 2 mn in FY17. Based on the company’s past practices on remuneration payouts, we estimate his remuneration at Rs. 31 mn, which is comparable to peers and commensurate with the size and performance of the business. As a good practice, companies must provide reasonable information for shareholders for them to make judicious decisions, and provide a cap (in absolute amounts) on the variable (long-term and short-term) components of the remuneration structure. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.

SIPL is engaged in technology and product development of electronic components in the areasof defence, avionics and aerospace engineering. The merger will complement L&T’s enhancedfocus on the defence sector. As per the scheme, there will be no issuance of shares and theentire equity share capital of SIPL will be cancelled. The merged entity will benefit from reducedoverheads and administrative expenses. There will be no change in the economic interest inSIPL for the shareholders. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 22. 8bn. The dividend payout ratio for FY17 was 41. 7%. Sushobhan Sarker (DIN: 00088276) is a nominee director of Life Insurance Corporation of India(LIC). He retires by rotation and his reappointment is in line with the statutory requirements. Shailendra Roy (DIN: 02144836) is Senior Executive VP (Power, Heavy Engineering & Defence) inL&T. He retires by rotation and his reappointment is in line with the statutory requirements. R. Shankar Raman (DIN: 00019798) is the CFO of L&T. He retires by rotation and hisreappointment is in line with the statutory requirements. Subodh Bhargava (DIN: 00035672) is the former CEO, Eicher Group. He has been on the boardsince July 2007. We believe that the length of tenure is inversely proportionate to theindependence of a director. Due to his tenure of over 10 years, we consider him as nonindependent. If the company believes he contributes to board deliberations, it must considerappointing him as a non-independent director.

As part of the company’s succession plan, S. N. Subrahmanyan (currently deputy MD) is beingelevated as the CEO & MD. His proposed remuneration of Rs. 287. 3 mn is high, but comparableto index peers. We also recognize that he is a seasoned professional, with years of experienceworking in L&T and the infrastructure domain. His expertise and leadership will be beneficial forthe company. To provide shareholders more clarity on his final remuneration, the company should havecapped his variable pay in absolute terms. Further, he has been granted stock options fromother group companies during the year, the aggregate value of which amounts to ~Rs. 300 mn(taking his overall pay in FY17 to ~Rs. 537 mn). Shareholders must be provided more clarity onsuch grants in the future for them to make a more informed decision on his overallremuneration across the group.

Jayant Damodar Patil (DIN: 00090360) is Senior Executive VP (Defence) in L&T. His appointmentis in line with the statutory requirements. After his appointment (along with Arvind Gupta), the board size increases to 22 members. Withsuch a large board size, consensus on many critical issues may be difficult to achieve.

Arvind Gupta (DIN: 01252184) is a nominee director of SUUTI. His appointment is in line withthe statutory requirements. After his appointment (along with Jayant Damodar Patil), the board size increases to 22members. With such a large board size, consensus on many critical issues may be difficult toachieve.

His proposed pay of Rs. 73. 8 mn is in line with similar sized peers and is commensurate with thesize and scale of operations. To provide shareholders more clarity on his final remuneration, thecompany should have capped his variable pay in absolute terms. Based on current market price, the issuance will result in a maximum dilution of ~3. 6% forexisting shareholders. The capital infusion will help L&T fund its growth and expansion plans. The issuance will be within the approved borrowing limit (Rs. 20 bn over and above theaggregate of paid-up capital and free reserves of the company). Deloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of theirappointment is in line with the statutory requirements. The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations.

Dr. Ralf Speth, 62, has been the CEO of Jaguar Land Rover for the past seven years. His reappointment meets all statutory requirements. BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Natarajan Chandrasekaran, 54, represents Tata Sons on the board. Prior to joining Tata Sons, he was the MD & CEO of Tata Consultancy Services. His appointment meets all statutory requirements. Om Prakash Bhatt, 66, holds a Bachelors’ degree in Science and Masters’ degree in English Literature. He is the former chairperson of State Bank Group. He is also on the board of HUL, TCS, Tata Steel Ltd. And Standard Chartered PLC, UK. His appointment meets all statutory requirements.

Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed remuneration is likely to range between Rs. 29. 0 mn and Rs. 45. 8 mn, which is commensurate with the size and complexity of the business, and comparable to peers. The disclosures made by Tata Motors are superior to the disclosures made in similar resolutions by other companies. We encourage other companies to emulate such disclosure levels. The NCDs a within the overall borrowing limit of Rs. 300. 0 bn, for tenors ranging between 2 to 10 years and expected borrowing rate will be lower than 1-year MCLR rate of SBI (currently 8. 0%) plus a spread of 100 bps.

The company proposes to pay a total dividend of Rs. 1. 3 per equity share carrying a face value of Re. 1. 0 each. The total dividend (including dividend tax) amounts to Rs. 4. 2 bn. For FY17, the dividend payout ratio is 149. 3%. Ms. Sandhya Kudtarkar is the Senoir Vice President - Legal Services of Tata Services Limited. She retires by rotation and her reappointment is in line with all statutory requirements. SRBC & Co. LLP will replace Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line with all statutory requirements. N Chandrasekaran is the Chairperson of Tata Sons Limited – the holding company. His appointment is in line with all statutory requirements. S. Padmanabhan was appointed as an Additional Director from 16 December 2016. He is Head of Group Human Resources for Tata Sons. His appointment is in line with the statutory requirements. Ms. Anjali Bansal was appointed as an Additional Director from 14 October 2016. She is the former Global Partner and Managing Director of TPG Private Equity. Her appointment is in line with the statutory requirements. Ms. Vibha Padalkar was appointed as an Additional Director from 14 October 2016. She is the Executive Director and Chief Financial Officer at HDFC Standard Life Insurance Company Limited. Her appointment is in line with the statutory requirements. Sanjay V. Bhandarkar was appointed as an Additional Director from 14 October 2016. He is Former Managing Director of Rothschild’s Investment Banking operations in India. His appointment is in line with the statutory requirements. K. M. Chandrasekhar was appointed as an Additional Director from 4 May 2017. He is the former Vice-Chairman, Kerala State Planning Board with rank of Cabinet Minister of the State. His appointment is in line with the statutory requirements.

Ashok S. Sethi has worked with the company for the last 41 years in various roles after completing his B. Tech from IIT Kharagpur. His proposed remuneration, estimated at Rs. 39. 4 mn (subject to annual increments), is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors. The company proposes to set the proposed remuneration as minimum remuneration (which will be paid even if the company makes inadequate profits).

The proposed remuneration is comparable to the size and complexity of the business. Normal.

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Normal.

The NCDs issued will be within the overall borrowing limit of the company.

The company proposes to revise his maximum basic salary to Rs. 16. 8 mn per annum, with a proportionate increase in the benefits related to his salary. The board has proposed this increase in view of the increased business activities of the company and his increased responsibilities. The proposed remuneration, estimated at Rs. 97. 5 mn (subject to annual increments), is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors. The company proposes to set the proposed remuneration as minimum remuneration (which will be paid even if the company makes inadequate profits).

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, refinancing various instruments and long-term repayments. The present authorized share capital is Rs. 5. 29 bn divided into 3 bn equity shares of Re. 1 each and 22. 9 mn Cumulative Redeemable Preference Shares of Rs. 100 each and the paid-up capital is Rs. 2. 7 bn. The company in order to reduce leverage may issue securities. The company proposes to increase the authorized share capital to Rs. 5. 79 bn by creating 0. 5 bn additional equity shares of Re. 1 each. The company proposes to alter the Capital Clause of the Memorandum of Association to reflect the increase in the authorised share capital. The company seeks shareholder permission to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration for its branches outside India.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 7 bn. The dividend payout ratio for FY17 was 24. 9%. Peter Mueller (DIN: 03582162) is the Finance Head of Bayer AG (holding company). He has attended four out of five board meetings (80%) in FY17. We expect directors to take their responsibilities seriously and attend all meetings. Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the statutory requirements. Ms. Miriam Colling-Hendelkens (DIN: 07839649) is the Patents Head of Bayer Group. Her appointment is in line with the statutory requirements. The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.

In the 2015 AGM, the company had taken shareholder approval to enter into related party transactions (pertaining primarily to purchase and sale of goods) with Bayer Cropscience AG (BCS AG) aggregating up to Rs. 18 bn each financial year. BCS AG and Bayer AG are both part of the promoter group. Pursuant to an internal restructuring, Bayer AG will now control all operations for BCS AG. Consequently, all transactions which were earlier being conducted with BCS AG will now be conducted with Bayer AG. The company is therefore seeking fresh approval to transfer the existing RPT approvals with BCS AG to Bayer AG. Given that the limits and nature of transactions remain unchanged, there will be no material impact on minority shareholders.

BVPL is part of the promoter group. It is engaged in the manufacture of active ingredients and its intermediaries for use in a wide array of agriculture and environment protection products. Currently, Bayer Cropscience India is purchasing certain active ingredients (API) from BVPL. Considering the technical knowledge possessed by BVPL, the company also intends to procure formulations from BVPL. In the last three years, the transactions with BVPL have been negligible. The company expects this to ramp up and proposes a cap of Rs. 6 bn each year on the RPTs with BVPL. All transactions will be in the ordinary course of business and at arms-length.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 3 bn. The dividend payout ratio for FY17 was 11. 9%. J V Ranga Raju (DIN: 00020547) is an Executive Director. He has attended 33% of the boardmeetings held in FY17 and 21% over a three-year period. We expect directors to take theirresponsibilities seriously and attend all meetings: we support reappointments only if thedirector has attended at least 75% of the board meetings held over the previous three-yearperiod.

N R Alluri (DIN: 00026723) is part of the promoter group and a non-executive director. He hasattended 33% of the board meetings held in FY17 and 52% over a three-year period. We expectdirectors to take their responsibilities seriously and attend all meetings: we supportreappointments only if the director has attended at least 75% of the board meetings held overthe previous three-year period. S R Batliboi & Associates LLP are replacing M. Bhaskara Rao & Co and Deloitte Haskins & Sellsas the statutory auditors. The appointment is in line with the statutory requirements. A A V Ranga Raju is part of the promoter group and the initial founding team of NCC. Hisproposed pay of Rs. 67 mn is in line with peers and commensurate with the size and scale ofoperations. To provide greater clarity to shareholders, the company should have capped thepay in absolute terms.

A G K Raju is part of the promoter group and the initial founding team of NCC. His proposed payof Rs. 34. 4 mn is in line with peers and commensurate with the size and scale of operations. Toprovide greater clarity to shareholders, the company should have capped the pay in absoluteterms.

J V Ranga Raju is part of the promoter group and the initial founding team of NCC. His proposedpay of Rs. 18. 2 mn is in line with peers and commensurate with the size and scale of operations. However, given his poor attendance levels at board meetings, we are unable to support hisreappointment as an Executive Director. The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations. Assuming the issue is done at current market price of Rs 1682. 2 per share, Bajaj Finance will issue ~26. 8 mn equity shares. This will lead to an overall dilution of 4. 6% on the expanded capital base. The dilution will be for all shareholders including the promoters. We believe the equity infusion will help support the NBFC’s growth plans and capital adequacy requirements. The dividend is Rs. 0. 8 per share (face value Rs. 10. 0) unchanged from previous year despite a 34% fall in standalone profitability and pay-out ratio is 58. 5%. R. Shankara Raman is the CFO and a member of the board of parent company Larsen & Toubro. He is a promoter nominee on the board. Shankar Raman as attended 86% of the board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings. L&T Finance Holdings (LTFHL) appointed B. K. Khare & Co. And Deloitte Haskins & Sells LLP as joint auditors for five years from FY17 till FY21 in the AGM of 2016. The ratification of the joint auditor appointment is in line with the provisions of Section 139 of Companies Act 2013. Nishi Vasudeva was the CMD of Hindustan Petroleum Corporation from March 2014 till March 2016. She is BA (Economic Honours) from Delhi University and an MBA from IIM Calcutta with over 38 years of experience in the petroleum industry. Her appointment is in line with all statutory requirements. Vaishali Kasture has 25 years of banking and capital markets experience. She was VP at Citibank, Corporate Bank, MD – India Operations, Goldman Sachs and Partner – Deloitte (Robotics process automation practice). She is the MD and India Country Head – Experian since August 2017. Her appointment is in line with all statutory requirements.

Pavninder Singh is the Managing Director of Bain Capital. He represents Bain Capital’s 31. 8% investment in LTFHL and will replace the outgoing nominee director, Amit Chandra. He will be a non-retiring director as per amendment to the Articles approved by postal ballot of 21 October 2015. His appointment is in line with all statutory requirements.

Normal.

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Normal. Normal.

His reappointment is in line with all the statutory requirements. His reappointment is in line with all the statutory requirements.

Normal.

Sunil Mitra (DIN: 00113473) is a former IAS officer. His appointment is in line with all statutory requirements. Ms. Nikita Bansal (DIN: 03109710) is 27 years old and lacks the requisite experience to be a board member.

Normal. The total dividend outflow including dividend tax for FY17 is Rs. 6. 1 bn. The dividend payout ratio is 34. 8%.

The preference shares will be redeemable at a maximum period of 7 years. Because the preference shares are non-convertible, there will not be any equity dilution. Given that LTFHL is a core investment company (CIC), the preference shares are raised for onward lending to the finance group / companies. Even if the redeemable preference capital is treated in the nature of long term debt, the change in credit metrics of the company is marginal.

The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their shareholding: Wipro’s promoters currently hold 3,561. 2 mn equity shares (73. 2% of total equity). The proposed buyback aggregates ~7. 06% of issued and paid-up equity capital and will result in funds usage of an estimated Rs. 110. 0 bn, which is 23. 15% of the aggregate of the paid-up share capital and free reserves as per the audited accounts of the Company as on 30 June 2017 (within the statutory limit of being less than 25%). The buyback is a tax-efficient way to return surplus funds to shareholders. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 14. 8bn. The dividend payout ratio for FY17 was 89. 2%. Ms. Rohini Bhatia (DIN: 01583219) is part of the promoter group and Senior VP, InterGlobe AirTransport. She has attended 25% of the board meetings held in FY17. We expect directors totake their responsibilities seriously and attend all meetings. BSR & Co LLP have been the company’s auditors for the past eight years. The ratification of theirappointment is in line with the statutory requirements. As on 31 July 2017, the public shareholding of the company was 14. 17%, which is below thestatutory threshold of 25%. The issuance will allow the company to increase the publicshareholding to up to 30%, before the impending deadline (November 2018) of meeting thestatutory norms. The total outflow on account of dividend is Rs. 3. 8 bn. The dividend payout ratio is 36. 6% v/s 14. 8% in the previous year. Verghese Cherian (DIN: 07001243) is Wholetime Director (Human Resources). His reappointment is in line with all statutory requirements. Anish Aggarwal (DIN: 06993471) is Wholetime Director (Pipelines). His reappointment is in line with all statutory requirements.

Dr. SSV Ramakumar holds a Ph. D in Chemistry from IIT Roorkee and has over 28 years of experience in research and development and downstream hydrocarbon sector. His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. He was appointed to the board on 1 February 2017 and was paid Rs. 1. 0 mn for his two months of service during FY17. 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.

The company has appointed Chandra Wadhwa & Co, Bandyopadhyaya Bhaumik & Co, Mani & Co, RJ Goel & Co, ABK & Associates and P Raju Iyer, M Pandurangan & Associates as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. The proposed issuance will be carved out of the company’s Rs. 1,100 bn borrowing limit, which was approved by shareholders in August 2014 postal ballot.

The total dividend for FY17 is Rs. 2. 5/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 1. 8 bn. The dividend payout ratio at 10. 3% is low.

B S R & Associates LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. P. V. Ramprasad Reddy, 57, is promoter and Non-Executive Non-Independent director on the company’s board. The company proposes to reappoint him as Executive Chairperson and Managing Director of Aurobindo Pharma USA Inc. , its 100% subsidiary for a term for five years. He will be paid a remuneration of $350,000 per annum (previously $300,000 per annum). P. V. Ramprasad Reddy is a professional, and his overall pay estimated at Rs. 22. 4 mn is commensurate with his role and scale of operations. Rangaswamy Rathakrishnan Iyer, 64, has 37 years of experience in the pharmaceuticals industry in India. His appointment is in line with all the statutory requirements.

The company proposes to revise N. Govindarajan’s remuneration terms. His proposed remuneration is estimated at Rs. 141. 9 mn. In FY17, he was paid Rs. 124. 3 mn which was 329x the median employee remuneration. His remuneration in the past has been in line with that of peers and commensurate with the size and performance of the business and complexities of his role. The company has capped each component of his pay structure, including the variable pay. This provides greater clarity to shareholders on the final pay levels. The total outflow on account of dividend is Rs. 267. 4 mn, same as previous year. The dividend payout is 14. 4% v/s 15. 7% in the previous year. Hari Prasad Agarwal (DIN: 00266005) belongs to the promoter family and is the Vice Chairperson. His reappointment is in line with all statutory requirements. Prem Kumar Bhajanka (DIN:00591512) is designated Managing Directors: the company has four Managing Directors on the board. His reappointment is in line with all statutory requirements. Singhi & Co were appointed as statutory auditors for five years at the 2014 AGM. The ratification is in line with all statutory requirements. Vijay Chhibber (DIN: 00396838) is a former IAS officer. His appointment is in line with all statutory requirements. Debanjan Mandal (DIN: 00469622) is partner at Fox and Mandal, law firm. His appointment is in line with all statutory requirements.

Ms. Nikita Bansal’s proposed remuneration is estimated at Rs. 3. 6 mn. She is 27 years old and lacks the requisite experience to be a board member. Hari Prasad Agarwal’s proposed remuneration is estimated at Rs. 7. 2 mn. This is in line with peers and commensurate with the performance of the company. The company proposes to increase the authorized share capital to Rs. 150 bn (14 bn equity shares of Rs. 10 each and 1 bn preference shares of Rs. 10 each) from Rs. 60 bn (5 bn equity shares of Rs. 10 each and 1 bn preference shares of Rs. 10 each) to accommodate issue of bonus shares discussed in resolution 2. The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. The company has not specified an exercise price for the options and has left it to the discretion of the board. Assuming all the options are granted at face value of Rs. 10. 0 per share, the cost per year will aggregate to Rs. 10. 2 bn (assuming a vesting period of five years). This represents 3. 4% of the consolidated FY17 PAT. While we do not favour stock options issued at a discount to market price, the cost of the scheme is relatively low as compared to profits. Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries.

Peter Tyroller, 59, is the Director, Robert Bosch GmbH, the parent company. He retires by rotation and his reappointment is in line with statutory requirements. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The current remuneration terms are within the limits approved by shareholders in the FY16 AGM. His estimated FY18 remuneration of Rs. 57. 5 mn is in line with peers and commensurate with the size and complexity of the business. Over the past five years, between 31-42% of his remuneration has been performance-linked bonus, establishing a link between pay and performance. Dr. Andreas Wolf (DIN: 07088505), 55, is the Joint Managing Director, Bosch Limited. His appointment is in line with statutory requirements. His estimated FY18 remuneration of Rs. 62. 2 mn is in line with peers and commensurate with the size and complexity of the business. A large portion of remuneration is variable, establishing a link between pay and performance.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, 2013.

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His estimated FY18 remuneration of Rs. 69. 0 mn is in line with peers and commensurate with the size and complexity of the business. A large portion of remuneration is variable, establishing a link between pay and performance. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. The dividend in FY17 has increased to Rs. 75. 0 from Rs. 35. 0 in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 27. 3 bn, and the dividend payout ratio is 37. 2%. This year’s dividend payout ratio is almost 2x the dividend payout in FY16 and FY15. Toshihiro Suzuki, 59, represents the promoter group on the board. His reappointment meets all statutory requirements. Shigetoshi Torii, 58, is currently Head – Operations. He has been on the board of MSIL for the past three years. His reappointment meets all statutory requirements. The ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013. Shigetoshi Torii, 58, joined MSIL in 2012. He was appointed as Director (Production) in FY14 for three years. MSIL proposes to extend his tenure by another three years. His proposed remuneration is likely to range between Rs. 34. 3 mn and Rs. 54. 1 mn, which is commensurate with the size and complexity of the business, and comparable to peers. Ms. Renu Sud Karnad, 64, is a graduate in Economics and Law from from University of Delhi and University of Mumbai, respectively. She has been the MD of HDFC Ltd. For the past seven years. She is also on the board of HDFC Ltd. , ABB India Ltd. , HDFC Bank Ltd. And Gruh Finance Ltd. The present authorized share capital of the company is Rs. 350 mn divided into 35 mn equity shares of Rs. 10 each. It is proposed to increase the present authorized share capital of the company to Rs. 700 mn divided into 70 mn equity shares of Rs. 10 each by way of creation of additional 35 mn equity shares. The increase will enable the company to issue further capital by way of bonus shares. The proposed increase in authorized share capital will require alteration of existing Clause V of the MoA. The proposed increase in authorized share capital will require alteration in the Articles of Association (AoA) of the company. The Board has recommended an issue of bonus shares in the ratio of 1:1. The issued, subscribed and paid-up share capital of the company will increase upto Rs. 0. 6 bn after capitalizing a sum upto Rs. 0. 3 bn. 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 two shares of face value of Rs. 2. 0 per share. The proposed sub-division of equity shares requires amendment to the existing Clause V of the MoA of the company. While the amount of the authorised capital will remain the same, the number of authorised shares will increase due to the stock split. Indiabulls Housing Finance Ltd. (IBHFL) The total dividend for the year aggregates to Rs. 27. 0 per share, Rs 13. 8 bn (including dividend tax) and the pay-out ratio is 48. 5%. Ajit Kumar Mittal is deputy managing director of the company. His reappointment as director liable to retire by rotation is in line with all statutory requirements. Ashwini Omprakash Kumar is a wholetime director of the company. His reappointment as director liable to retire by rotation is in line with all statutory requirements. Indiabulls Housing Finance (IBHFL) proposes to appoint S. R. Batliboi & Co LLP as its statutory for five years with a ratification each year. Prior to the appointment, Deloitte Haskins & Sells LLP were the company’s auditors for the past 12 years. The appointment is in line with our Voting Policy and provisions of Section 139 of the Companies Act 2013.

The increase in borrowing limits is to support its business requirement. The company is well capitalized with CAR of 18. 3% as on 31 March 2017. Moreover, the borrowing programs for NBFC’s like IBHFL, are closely monitored by National Housing Board’s (NHB) requirement of maintaining minimum 12% capital adequacy levels.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. IBHFL’s debt instruments are rated ‘CRISIL AA+/Positive/CRISIL A1+’, and ‘ICRA AAA/Stable/ICRA A1+’, these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.

SEBI circular CIR/IMD/DF-1/67/2017 dated 30 June 2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If fresh issuances maturing in a financial year need to be made in excess of the 17 ISINs permitted in that year then prior issue(s) under one or more of the existing ISINs need to be consolidated and reissued. However, to carry out such consolidation and re-issuance of debt securities, clause (a) of Regulation 20A of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 requires an enabling provision in the AoA. The SEBI circular also stipulates that the enabling provision should be obtained within six months from 30 June 2017. Accordingly, IBHFL seeks shareholder approval to alter in the AoA by insertion of a new article. A copy of the draft AOA is available on the company’s website.

Sameer Gehlaut was paid a remuneration of Rs 250. 2 mn in FY17. His remuneration has been in this range since FY13. His remuneration for FY18, will be in a similar range and IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis from FY19 onwards, without any performance incentives / link to company performance. The remuneration is largely fixed in nature. The current remuneration is in line with the performance of the company but higher than that paid to peers in the industry. While we support Sameer Gehlaut’s reappointment, the upto 15% year-on-year increase for five years, is open ended and we expect the directors to be judicious with the increase.

Gagan Banga was paid a remuneration of Rs 133. 5 mn in FY17 (including fair value of ESOPs) up 20% from his remuneration in FY16. IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis without any performance incentives / link to company performance. The remuneration is largely fixed in nature. Further, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company but higher than that paid to peers in the industry. While we support Gagan Banga’s reappointment, the 15% year-on-year increase for five years is open-ended and we expect the board to be judicious with its increase.

Ajit Kumar Mittal was paid a remuneration of Rs 28. 1 mn in FY17 (no ESOPs granted in the year) up 20% from his remuneration in FY16. IBHFL proposes an upward revision by 15% over his last drawn remuneration on an annual basis. However, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the board to be judicious with its payouts.

Ashwini Omprakash Kumar was paid a remuneration of Rs 57. 0 mn in FY17 (no ESOPs granted in the year) up 25% from his remuneration in FY16. IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis. However, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the board to be judicious with its payouts.

Sachin Chaudhry was paid a remuneration of Rs 27. 9 mn in FY17 (no ESOPs granted in the year) up 20% from his remuneration in FY16. IBHFL proposes an upward revision upto 15% over his last drawn remuneration on an annual basis. However, the quantum of proposed ESOPs is not disclosed and left to the discretion of the NRC / Board. The current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the board to be judicious with its payouts.

Assuming current market price of Rs. 137. 8 per share as the issuance price of securities, PNB will issue ~217. 7 mn equity shares to raise Rs 30. 0 bn. The dilution from the entire allotment will be ~9. 3% on the expanded capital base. The GoI’s stake will reduce to 59. 0% from the current 65. 0%. PNB confirms that the GoI shall continue to hold at least 52% of the total paid up equity capital of the Bank, post the issuance. We believe the equity infusion will help support the bank’s capital adequacy requirements and expansion plans. The total outflow on account of dividend is Rs. 55. 9 bn. The dividend payout is 69. 5% v/s 37. 3% in the previous year. Ramesh Srinivasan (DIN: 07164250) is Wholetime Director (Marketing). His reappointment is in line with all statutory requirements. The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. 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. 4. 7 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Rajkumar Duraiswamy is holds a Post Graduate Diploma in Management from IIM, Bangalore. He has over three decades of experience in petroleum sector including marketing, pipeline projects and integrated upstream and downstream oil sector. His terms of appointment are not disclosed. He was appointed to the board on 1 October 2016 and was paid Rs. 2. 6 mn for his six months of service during FY17. 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.

Vishal V Sharma (DIN: 01213441) is partner at Vishabh Business Services. His appointment is in line with all statutory requirements. Paul Antony (DIN: 02239492) is Additional Chief Secretary, Government of Kerala. His appointment is in line with all statutory requirements.

Sivakumar Krishnamurthy is a Chartered Accountant, Cost Accountant, and Company Secretary. He joined BPCL in 1987 and has worked in various division of the company including finance, internal audit, ERP and secretarial functions. His terms of appointment are not disclosed. He was appointed to the board on 1 May 2017. 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.

The proposed issuance will be carved out of the company’s borrowing limit, which was approved by shareholders in September 2014 postal ballot. The company has an approved borrowing limit of two times its networth.

BPCL proposes to ratify transactions with Bharat Oman Refineries Limited (BORL) for purchase 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, canalizing commission, demurrage, port charges, employee deputation, lease rental, etc amounting to Rs. 310. 5 bn in FY17. The company also expects similar transactions in FY18 aggregating to Rs. 345. 6 bn. The FY17 ratification and proposed transactions for FY18 are in the ordinary course and at arm’s length.

The company has appointed ABK & Associates and Bandyopadhyaya Bhaumik & Co as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. The total outflow on account of dividend is Rs. 19. 9 bn. The dividend payout is 56. 7% v/s 37. 7% in the previous year. Dr. Ashutosh Karnatak (DIN: 03267102) is Wholetime Director (Projects). His reappointment is in line with all statutory requirements. The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. 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. 6. 1 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Increase in authorized share capital will require alteration to Memorandum and Articles of Association.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. The NCDs will be issued within the overall borrowing limit.

Normal.

The total remuneration paid to the cost auditors is reasonable compared to the size and scale of operations. VK Thakral (DIN: 00402959) is a retired IAS officer. His appointment is in line with all statutory requirementNormal.

The proposed remuneration of the cost auditors is reasonable compared to the size and scale of operations.

This is an enabling provision, which will enable FIIs to further invest in the company. Normal. The total dividend outflow including dividend tax for FY17 is Rs. 1. 1 bn. The dividend payout ratio is 25. 2%.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

Dinkar Prakash Srivastava (DIN: 07418753) is former IFS officer. His appointment is in line with all statutory requirements. Dr. Anup K. Pujari (DIN: 02556335) is former IAS officer. His appointment is in line with all statutory requirements. PK Gupta is Mechanical Engineer. He has over three decades of experience in Oil & Gas Sector. His terms of appointment are not disclosed. He was appointed to the board on 1 February 2017 and was paid Rs. 0. 9 mn for his two months of service during FY17. 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.

Gajendra Singh holds M. Sc. In Physics. He has over three decades of experience in hydrocarbon sector. His terms of appointment are not disclosed. He was appointed to the board on 5 April 2017. 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.

GAIL proposes to ratify remuneration of Rs. 2. 1 mn paid to its cost auditors for FY17 and authorize the board to fix the remuneration of cost auditors for FY18. The FY17 remuneration is reasonable compared to the size and scale of operations. The company has not disclosed the remuneration proposed in FY18. We expect it to be in the same range.

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 FY17 aggregated Rs. 131 bn. The transactions are in ordinary course of business and at arm’s length. In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the recent SEBI circular. GAIL has raised funds through issuance of debt securities including debentures to finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement. The proposed issuance will be carved out of the company’s borrowing limit. The company’s automatic borrowing limit is Rs. 381. 5 bn.

The dividend in FY17 has increased to Rs. 1. 1 from Rs. 1. 0 in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 2. 9 bn, and the dividend payout ratio is 18. 9%. AK Agarwala, 84, is a former Executive Director of Hindalco. He has been on the board for the past 19 years. His reappointment meets all statutory requirements. Price Waterhouse & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Asian Paints (International) Limited is primarily engaged in the business of investment holding. As per the scheme, there will be no issuance of shares and the entire equity share capital of Asian Paints (International) Limited will be cancelled. The proposed amalgamation will result in simplification of the existing organizational structure and reduction of administrative and operating costs. There will be no change in the economic interest in Asian Paints Limited for the shareholders. The total outflow on account of dividend is Rs. 148. 7 bn. The dividend payout is 102. 5% v/s 120. 4% in the previous year. Although required by regulation, the company does not have a publicly disclosed dividend distribution policy. SN Prasad (DIN: 07408431) is Wholetime Director (Marketing). His reappointment is in line with all statutory requirements. Ms. Reena Sinha Puri (DIN: 07753040) is Joint Secretary and Financial Advisory, Ministry of Coal. Her appointment is in line with all statutory requirements.

After adjusting for bonus issuance of one equity share for one equity share of Rs. 10 each held in the company, dividend per share reduces to Rs. 2. 50 per equity share. The total outflow on account of dividend is Rs. 4. 5 bn v/s Rs. 2. 3 bn in FY16. The dividend payout is 26. 5% v/s 24. 7% in the previous year. KD Tripathi (DIN: 07239755), IAS, is the Secretary to the Government of India in the Ministry of Petroleum & Natural Gas. He is the nominee of the Government of India and the Chairperson of the company. His reappointment is in line with all statutory requirements. Subir Purkayastha (DIN 06850526) is the Wholetime Director (Finance) of GAIL and its nominee director. His reappointment is in line with all statutory requirements. DK Sarraf (DIN 00147870) is the Chairperson and Managing Director of ONGC and its nominee director. His reappointment is in line with all statutory requirements. TR Chadha & Co LLP have been the statutory auditors for the past five years. They are proposed to be reappointed for five years with a remuneration of Rs. 1. 05 mn for FY18 excluding out of pocket expenses and applicable taxes. Their reappointment is in line with all statutory requirements. GK Satish (DIN 06932170) is Wholetime Director (Planning & Business Development) of IOCL and its nominee director. His appointment is in line with all statutory requirements. Dr. T Natarajan (DIN 00396367), IAS, is the Joint Managing Director of Gujarat State Petroleum Corporation Limited and Gujarat State Petronet Limited. He is the nominee director of Gujarat Maritime Board. He did not attend either of the two board meetings held after his appointment on 1 October 2016. We expect directors to take their responsibilities seriously and attend all board meetings. D Rajkumar (DIN 00872597) is the Chairperson and Managing Director of BPCL and its nominee director. His appointment is in line with all statutory requirements. The company has an existing arrangement with companies including BPCL, IOCL, GAIL, ONGC, Adani Petronet (Dahej) Port Pvt Ltd, Petronet LNG foundation and Indian LNG Transport Company (No. 4) Pvt. Ltd for LNG sales and regasification services. In FY17, the total quantum of transactions amounted to Rs. 234. 4 bn (~94% of revenues). To execute these contracts, the company seeks to approve transactions to be undertaken in FY18 with these entities and its other associates and JVs. According to the company, it is currently not possible to ascertain the exact value of the transactions to be undertaken in FY18. However, the company has specified that these transactions will be in the ordinary course of business and at arms-length.

Subhash Kumar is a Cost Accountant and Company Secretary. He was appointed as Wholetime Director (Finance) for five years on 5 August 2017. His proposed remuneration is not disclosed: but, 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.

Rajender Singh has experience in handling oil & gas projects from conceptualization to commissioning stage. He was reappointed on 14 November 2017 until he superannuates on 19 July 2019. He was paid Rs. 8. 5 mn for in FY17. His proposed remuneration is not disclosed: but, 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.

Anil Mukim is a senior IAS Officer of Government of Gujarat. He is liable to retire by rotation and his appointment is in line with all statutory requirements. T R Chadha & Co LLP are replacing Deloitte Haskins & Sells as the statutory auditors. However, the proposed appointment for two years is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.

The total outflow on account of dividend is Rs. 27. 4 bn. The dividend payout ratio is 36. 4% v/s 24. 1% in the previous year. Ravi P Singh (DIN:05240974) is the Wholetime Director (Personnel). His reappointment is in line with all statutory requirements.

The Comptroller & Auditor General of India (C&AG) has appointed SK Mittal & Co, RG. N. Price & Co, Kothari & Co and Parakh & Co. As statutory auditors for FY18. 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 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

The proposed issuance will be carved out of the company’s borrowing limit.

Normal.

Normal. The total dividend outflow including dividend tax for FY17 is Rs. 6. 0 bn. The dividend payout ratio is 39. 1%.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal. The total dividend outflow including dividend tax for FY17 is Rs. 4. 4 bn. The dividend payout ratio is 51. 9%.

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K Sreekant has over three decades of experience in the power sector in fields including accounting, long term financial planning, investment appraisals, formulation of capital budgets, resource mobilization and corporate accounts. He was appointed on the board on 16 August 2016 and was paid Rs. 1. 9 mn for his six months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The company has clarified that the term of an executive director in the public-sector enterprise five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Prabhakar Singh has experience of over 38 years in companies including MPSEB, NTPC, Power Grid and Jaypee Powergrid Ltd (a joint venture of JP Power Ventures Limited and POWERGRID) as Director Projects. He was appointed on the board on 8 February 2017 and was paid Rs. 1. 1 mn for his two months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The company has clarified that the term of an executive director in the public-sector enterprise five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Tse Dorji (DIN:03469466) a retired civil servant and has been an former IAS officer. His reappointment is in line with all statutory requirements. Ms. Jyotika Kalra was appointed as Independent Director for three years with effect from 16 February 2017. She resigned on 6 April 2017 as she was appointed as the member of the National Human Rights Commission. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. The company’s outstanding consolidated debt of Rs. 1,189 bn is 2. 4x the networth and 5. 1x the EBIDTA as on 31 March 2017. The company’s bank loans are rated CRISIL AAA/Stable/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The company would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt. With the coming into force of the Companies Act, 2013, some provisions of the existing Memorandum of Association (AoA) of the Company require alteration or deletion. Accordingly, the company has proposed modifications to its MoA. The proposed changes are available in the notice. As a good practice, we expect companies to upload their charter documents on their website.

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 modifications to its AoA. The proposed changes are available in the notice. As a good practice, we expect companies to upload their charter documents on their website. The total outflow on account of dividend is Rs. 2. 4 bn. The dividend payout is 74. 9% v/s 57. 9% in the previous year. During the year the company issued bonus shares in the ratio of 1:1. Dividend per share of Rs. 3 per equity share is on the expanded capital base. Ajay Narayan Deshpande (DIN: 03435179) is Wholetime Director (Technical). His reappointment is in line with all statutory requirements. The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. 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. 1 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Vipin Chander Bhandari is associated with the company for over 35 years. He has experience in engineering design, project management and HR functions. He was appointed to the board on 26 August 2016 and was paid Rs. 2. 2 mn for his seven months of service during FY17. His proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Rakesh Kumar Sabharwal has over three decades of experience in international trade, EXIM procedures, taxation, legal aspects and systems development. He was appointed to the board on 27 September 2016 and was paid Rs. 1. 8 mn for his six months of service during FY17. His proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Ms. Shazia Ilmi Malik (DIN: 07777804) is a former television journalist and co-founder of Aam Aadmi Party. Presently, she is member and spokesperson of Bhartiya Janta Party - the ruling party - since 2015. We believe her affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus. Jagdish Chander Nakra is associated with the company since 1983 as a Mechanical Engineer. His proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

With this acquisition, Bharti Airtel will add capacity to its existing holding of the 1800 MHz band, instead of other spectrum bands, leading to significant cost advantages. Further, Bharti Airtel is only liable to pay future spectrum payments owed by Telenor India, while paying only a token consideration of five equity shares of Bharti Airtel Limited to the holding company for Telenor India. The acquisition will entail addition of 44 mn wireless subscribers to the existing 280. 6 mn subscribers of Bharti Airtel. Given the scale of Bharti Airtel, the debt levels will increase only marginally. Nataraj Krishnappa is Director (Other units). He is liable to retire by rotation and his reappointment is in line with all statutory requirements. Ms. Anandi Ramalingam is Director (Marketing). She was appointed as an Additional Director from 16 September 2016. She is liable to retire by rotation and her appointment is in line with all statutory requirements. M V Gowtama is Chairperson and Managing Director. He was appointed as an Additional Director from 8 November 2016. He is not liable to retire by rotation and his appointment is in line with all statutory requirements. R N Bagdalkar is Director (Human Resources). He was appointed as an Additional Director from 23 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

The Board has recommended issuing bonus shares in the ratio of 1:10 (one bonus share for every ten shares held) by capitalizing a sum upto Rs. 223. 4 mn.

Dr. P Alli Rani is Director (Finance). She is liable to retire by rotation and her reappointment is in line with all statutory requirements. S. K. Sharma is a Nominee of Government of India. He is Executive Director Traffic Commercial (Rates), Railway Board. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. He has attended 71% of the board meetings held in FY17. We expect directors to take their responsibilities seriously and attend all meetings: We have a threshold of minimum 75% attendance of board meetings held over a three-year period, when voting for re-appointment.

The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. 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. Arun K Agarwal & Associates were paid Rs. 3. 9 mn in FY17, which is reasonable: we expect audit fees in FY18 to be in same range.

V. Kalyana Rama was appointed as CMD for five years from 1 October 2016 by the Ministry of Railways. The appointment is in the pay scale of Rs. 1. 2 mn to Rs. 1. 5 mn. He was paid Rs. 3. 3 mn in FY17. The granular details of proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the granular details of proposed remuneration to its shareholders through the AGM notice. George Jacob Muthoot is a part of the promoter family and Joint Managing Director. He retires by rotation and his reappointment is in line with all statutory requirements. Alexander Muthoot George is an Executive Director of the company. He retires by rotation and his reappointment is in line with all statutory requirements. The Company proposes to appoint Varma & Varma as statutory auditors for five years subject to annual ratification. The appointment is in line with Section 139 of the Companies Act 2013, under which, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years).

Although the quantum of debt to be raised has not been disclosed, the NCDs will be within the overall borrowing limit of the company of Rs 500 bn. MFin’s Non-Convertible Debentures- Long term and Commercial paper & Non - convertible Debentures- Short Term are rated CRISIL AA/Stable/CRISIL A1+: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.

Pamela Anna Mathew is Managing Director of O/E/N India Ltd. She has attended 4/7 or 57% of the board meetings in FY17 and 10/14 or 71% of the board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all meetings. There is a minimum threshold of 75% attendance of board meetings over a 3-year period. Jose Mathew is a Chartered Accountant by profession and is also an entrepreneur in the field of Tourism. He is former General Manager of Kerala State Industrial Enterprises and Managing Director of Kerala State Drugs and Pharmaceuticals Ltd. His appointment is in line with all statutory requirements. Jacob Benjamin Koshy is retired Chief Justice of Patna High Court. He also served as the acting Chief Justice of High Court of Kerala. His appointment is in line with all statutory requirements. Pratip Chaudhuri is the former Chairman of State Bank of India. His appointment is in line with all statutory requirements.

The total outflow on account of dividend is Rs. 47. 4 bn. The dividend payout ratio is 50. 5% v/s 32. 4% in the previous year. KK Sharma (DIN: 03014947) is the Wholetime Director (Operations). His reappointment is in line with all statutory requirements.

The Comptroller & Auditor General of India (C&AG) has appointed TR Chadha & Co, PSD & Associates, Sagar & Associates, Kalani & Co, PA & Associates, SK Kapoor & Co and BM Chatrath & Co as statutory auditors for FY18. 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. 17. 5 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Normal.

The amended Clause V will reflect the new authorized share capital.

Normal.

The NCDs will be issued within the overall borrowing limit. Normal.

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The issuance will be within the approved borrowing limit of R.100 bn.Normal.

Normal.

Saptarshi Roy is associated with the company for over 35 years. He has held several leadership positions including being a regional Executive Director (North and Eastern Region) and Executive Director (Corporate Planning). He was appointed on the board on 1 November 2016 and was paid Rs. 1. 4 mn for his five months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Anand Kumar Gupta is associated with the company for 37 years. He has experience in engineering and design of power projects, plant operations, maintenance and marketing and business development. He was appointed on the board on 3 February 2017 and was paid Rs. 0. 6 mn for his two months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. The proposed issuance will be carved out of the company’s borrowing limit of Rs. 1,500 bn approved by shareholders in September 2014. In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the recent SEBI circular. NTPC has raised funds through issuance of debt securities including debentures to finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 8 bn. The dividend payout ratio for FY17 was 57. 5%. M. L Dubey (DIN: 07642096) is a nominee of the Govt of Madhya Pradesh. His appointment is inline with the statutory requirements.

J. S Uberoi & Co were reappointed as the statutory auditor of the company in FY17. As per theprovisions of the Companies Act, 2013, while the auditors of a government company are to beappointed/re-appointed by the Comptroller and Auditor General (CAG) of India, theremuneration of the auditor has to be fixed by the company in the general meeting. MOIL isaccordingly seeking approval from its shareholders to authorize the board to fix theremuneration of the auditors in FY18. We observe that the auditor was paid total audit fees of Rs. 450,000 in FY17 (excluding tax andreimbursements) which is reasonable considering the size of the company.

The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations. Ms. Sunanda Prasad (DIN: 06748166) is a retired IAS Officer. She was earlier the Chairperson ofthe Revenue Board, Lucknow. Her reappointment is in line with the statutory requirements. The company currently has an authorized share capital of Rs. 2. 5 bn, comprising 0. 25 bn equityshares of Rs. 10 each. In view of the proposed bonus issue (refer resolution 9), the companyrequires to increase the authorized share capital to Rs. 3 bn, comprising 0. 3 bn equity shares ofRs. 10 each.

The company proposes to issue bonus shares to each shareholder in the ratio of 1 bonus sharefor every 1 share held by the shareholders. The bonus issue is aimed at complying with thegovernment directive that every public-sector unit must issue bonus shares, if the reserves andsurplus is more than ten time of its paid-up equity share capital. The issue will help enhance theliquidity of the company’s securities in the market, which will in turn increase the shareholderbase of the company. To accommodate the bonus issue, as sum of Rs. 1. 3 bn will be capitalized- there will be limited impact on shareholders due to this. The total dividend for FY17 is Rs. 9. 65/- per share, while it was Rs. 8. 55/- in FY16 (adjusted for bonus issue). The total dividend outflow (including dividend tax for FY17) is Rs. 22. 9 bn and the dividend payout ratio is 36. 7%. Dr. Arun Kumar Verma, 58, is a nominee of Ministry of Power, Government of India. His reappointment meets all statutory requirements. The joint statutory auditors of REC are appointed by the Comptroller and Auditor General of India (C&AG). The total remuneration is expected to be reasonable.

REC 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 FY18 not exceeding 2% of the company’s turnover in FY17, i. E. Upto Rs. 4. 9 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. However, given it is a PSU and the nature of business, we do not expect any significant risks in the proposed related party transactions. Sudhindar ‘Sid’ Khanna is Chairperson and Managing Director of IEP Mumbai, a Private Equity Fund. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. He has attended 83% of board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings. S. R. Batliboi & Co LLP have been statutory auditors for the past eight years. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Shiv Nadar, 72, has been the Managing Director of the Company since 13 September 1999. The reappointment of Shiv Nadar as Managing Director under the designation of Chairperson and Chief Strategy Officer is in line with the statutory requirements. The proposed remuneration is capped at Rs. 50. 0 mn (including remuneration from subsidiaries) which is lower than his FY17 remuneration of Rs. 168 mn. The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers.

Deepak Kapoor is the former Chairperson and CEO of PwC India. His appointment is in line with all statutory requirements.

The total dividend for FY17 is Rs. 1.1/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0.7 bn, while the dividend payout ratio is 40.7%. Suresh Warior, 59, has been on the company's board since 2014. He is Director, Finance. His reappointment is in line with all statutory requirements.Kalyaniwalla & Mistry LLP and Chhajed & Doshi are the current joint statutory auditors of the company. As per the provisions of the Companies Act, 2013, while the auditors of a government company are to be appointed/reappointed 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. The company is accordingly seeking approval Alka Tiwari, 51, is a Government representative. The company proposes to appoint her with effect from 6 March 2017. Her appointment is in line with all statutory requirements.Suryanarayana Simhadri, 50, has over 23 years of experience in finance, taxation, banking, and management. His appointment is in line with all statutory requirements.The proposed remuneration to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 19. 6bn. The dividend payout ratio for FY17 was 75. 7%. Devinder Singh Ahluwalia (DIN: 02164448) is Director - Finance in NMDC. He retires by rotationand his reappointment is in line with the statutory requirements. Narendra K Nanda (DIN: 02455894) is Director - Technical in NMDC. He retires by rotation andhis reappointment is in line with the statutory requirements. 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 FY17, the auditors were paida remuneration of Rs. 9. 7 mn, which is reasonable. Saraswati Prasad (DIN: 07729788) is Additional Secretary and Financial Advisor (AS&FA), Ministryof Steel. He is a nominee of the Government of India. His appointment is in line with thestatutory requirements. The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations. N Baijendra Kumar (DIN: 03289526) is being appointed as the Chairperson and MD. He is theformer Chief Secretary to the Chief Minister of Chhattisgarh. His appointment is in line with thestatutory requirements. Anil Kumar Chaudhary (DIN: 03256818) is Director – Finance and Personnel in SAIL. He retiresby rotation and his reappointment is in line with the statutory requirements. Kalyan Maity (DIN: 06530613) is Director – Raw Material and Logistics in SAIL. He retires byrotation and his reappointment is in line with the statutory requirements.

The issuance will be within the approved borrowing limit.

NormaL.

The NCDs will be issued within the overall borrowing limit. The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal.

Normal.

Arun Kumar Verma (DIN: 02190047) is Joint Secretary at Ministry of Power and its nominee director.

Normal.

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 FY17, the auditors were paida remuneration of Rs. 40. 2 mn, which is reasonable. Samar Singh (DIN: 07725642) is a Senior Assistant Professor in Ranchi University. Hisappointment is in line with the statutory requirements. Nilanjan Sanyal (DIN: 03026624) is a retired IAS officer and the former Secretary to theGovernment of India, Ministry of Ayurveda, Yoga & Naturopathy, Unani, Siddha andHomoeopathy (AYUSH). His appointment is in line with the statutory requirements.

Ms. Soma Monda (DIN: 06845389) is Director – Commercial in SAIL. She was earlier the Director– Commercial in National Aluminium Company Limited (NALCO). Her proposed remunerationhas not been disclosed: although, we understand that remuneration in public sector enterprisesis not an element of concern. As a good governance practice, we expect listed companies(including PSUs) to disclose the proposed appointment terms including tenure and proposedremuneration to shareholders through the AGM notice.

As on 31 March 2017, the company had long term borrowings of ~Rs. 190 bn as against aborrowing limit of Rs. 200 bn. The company has a planned capex of Rs. 35 bn for FY18. Theincrease in limit will provide the company additional headroom to raise further debt and executeits capex programs. The remuneration to be paid to the cost auditors - R. J. Goel & Co. (for Bhilai Steel Plant, DurgapurSteel Plant and IISCO Steel Plant), Shome & Banerjee (for Bokaro Steel Plant and Rourkela SteelPlant), Sanjay Gupta & Associates (for Alloy Steels Plant, Salem Steel Plant and Visvesvaraya Ironand Steel Plant), is reasonable compared to the size and scale of the company’s operations. The dividend in FY17 has increased to Rs. 5. 5 from Rs. 4. 5 in FY16 (adjusted for split). The total dividend outflow (including dividend tax for FY17) is Rs. 3. 1 bn. The dividend payout ratio is 19. 8%, which is lower than the target payout ratio mentioned in the dividend distribution policy. Kumar Mangalam Birla, 50, is the Chairperson of Aditya Birla Group. His reappointment meets all statutory requirements. The ratification of BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013. SRBC & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. RBI granted Payments Bank License to Aditya Birla Idea Payments Bank Limited (ABIPBL), a company jointly promoted by the erstwhile ABNL (51%) and Idea (49%). Consequent to the amalgamation of ABNL with Grasim, all ongoing compliances sustained on erstwhile ABNL in its capacity as the promoter of ABIPBL would be applicable to Grasim. One of the conditions of the license requires the Company to amend its AOA, and insert clauses which restricts the shareholding by the residents to fall below 51%, fresh issue or transfer of shares to the extent of 5% or above, only with the prior approval of RBI and provides resident shareholders the power to appoint majority of directors on the board. The changes in the AoA are necessary.

The company proposes to increase the authorized share capital to Rs. 2. 4 bn (975 mnequity shares of Rs. 2 each, 43 mn cumulative preference shares of Rs. 10 each and 2mn unclassified shares of Rs. 10 each) from Rs. 1. 05 bn (300 mn equity shares of Rs. 2each, 43 mn cumulative preference shares of Rs. 10 each and 2 mn unclassified sharesof Rs. 10 each). This is to accommodate issue of bonus shares discussed in resolution 2. The bonus issue will increase the liquidity of the equity shares with higher floating stockand make the equity shares more affordable. The company has paid an interim dividend of Rs. 2. 8 per equity share of face value of Rs. 5. 0 each during the year. The total dividend (including dividend tax) amounts to Rs. 6. 5 bn. For FY17 the dividend payout ratio is 97. 4%. V Balasubramanyam is Director (Production). He retires by rotation and his reappointment is in line with statutory requirements. Subhash Chandra was appointed as an Additional Director from 20 October 2016. He is the Joint Secretary, Ministry of Mines, Government of India. His appointment is in line with statutory requirements. Sanjib Kumar Roy was appointed as an Additional Director from 3 February 2017. He is the Former Executive Director (Production). His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. He was paid Rs. 0. 5 mn for his service in FY17. 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. Kiran Ghai Sinha was appointed as an Additional Director from 3 February 2017. She is a former Assistant Professor, Department of Hindi, Patna Women’s college, Patna University. Her appointment is in line with statutory requirements. Dr. N K Singh was appointed as an Additional Director from 15 March 2017. He is currently the Joint Secretary of Ministry of Mines. His appointment is in line with all statutory requirements. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.

The total outflow on account of dividend is Rs. 1. 2 bn. The dividend payout ratio is 42. 9% v/s 35. 1% in the previous year. Ajit Kumar (DIN: 06518591) is Wholetime Director (Commercial & Operations). His reappointment is in line with all statutory requirements. Rajib Kumar Mishra (DIN: 06836268) is Wholetime Director (Marketing & Business Development). His reappointment is in line with all statutory requirements. KG Somani & Co were reappointed as statutory auditors for five years at 2016 AGM. The ratification is in line with all statutory requirements. Chinmoy Gangopadhyay (DIN:02271398) is Wholetime Director (Projects) of Power Finance Corporation Ltd and its nominee Director. His appointment is in line with all statutory requirements. Mahesh Kumar Mittal (DIN:02889021) is Wholetime Director (Finance) of NHPC Ltd and its nominee director. His appointment is in line with all statutory requirements. Krishna Singh Nagnyal (DIN:06857451) is Zonal Manager of LIC and its nominee director. His appointment is in line with all statutory requirements.

Rakesh Kacker (DIN: 03620666) is a retired IAS officer. His appointment is in line with all statutory requirements. Jayant Purushottam Gokhale (DIN: 00190075) is a Chartered Accountant. His appointment is in line with all statutory requirements. In a challenging environment for the cement industry in 2016, even as revenues remained flat, the company’s profit after tax increased by 20%. On account of the company’s superior performance, the board proposes to pay Ajay Kapur an additional remuneration of Rs. 5. 4 mn. If approved, his total remuneration for 2016 will amount to Rs. 86. 9 mn, which is in line with peers and commensurate with the size and complexity of the business.

While we do not favour mid-term revisions in remuneration, Ajay Kapur is a professional and his maximum estimated 2017 remuneration of Rs. 115. 6 mn (excluding stock options from LafargeHolcim) is in line with peers and commensurate with the size and complexity of the company. The company proposes a dividend of Rs 10. 5 per share (FV Rs. 10) compared to Rs. 10. 0per share last year. Consequently, the dividend payout ratio stood at ~76. 3%(standalone basis). Amitabh Jhunjhunwala is the non-executive Vice Chairman of Reliance Capital (RCap / RCL). He is the group Managing Director of Reliance - ADA Group. His reappointment is in line with all statutory requirements. Pathak H D & Associates were appointed as joint statutory auditors in the AGM of FY16with an annual ratification. The ratification of their appointment is in line with ourVoting Policy and with the provisions of Section 139 of Companies Act 2013. B S R & Co. LLP were the Company’s auditors for the past 11 years (since FY07).

RCL proposes to appoint Price Waterhouse & Co as joint statutory auditors for five yearswith an annual ratification. B S R & Co. LLP (KPMG audit network) have been theCompany’s auditors for the past 10 years (since FY07). Their appointment is in line withour Voting Policy and with the provisions of Section 139 of Companies Act 2013.

With the coming into force of the Companies Act, 2013, several provisions of theexisting Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. Theproposed changes to their AoA are available on the company’s website. Certainprovisions give discretionary powers to promoters which are prejudicial to the interestof non-promoter shareholders.

Although the quantum of debt to be raised has not been disclosed, the NCDs will bewithin the company’s overall borrowing limit.

Normal.

Israel Makov ,78, is Chairperson. His reappointment is in line with all statutory requirements.

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The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Normal.

NOrmal.

The proposed issue of QIP Securities may be made in one or more tranches such thatthe aggregate amount raised would not lead to a dilution of more than 15%. Withmaximum dilution of 15%, RCap will issue ~44. 6 mn shares and at current market pricecan raise upto Rs 38. 2 bn. While we recognize that this is an enabling resolution, thecompany should have disclosed the quantum of securities to be issued and a welldefinedobjective for the issuance. The total dividend for FY17 is Re. 1. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 10. 1 bn. Sailesh T. Desai, 62, is an entrepreneur with over 30 years of experience. His reappointment is in line with all statutory requirements.

S R B C & Co. ’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. Kalyanasundaram Subramanian, 63, has been with the company since 2010. His appointment is in line with all statutory requirements.

The company proposes to appoint Kalyanasundaram Subramanian as Whole-time Director for a period of two years. He has also been appointed as CEO and Whole-time Director of Sun Pharma Laboratories Limited (SPLL), a wholly owned subsidiary for a period of two years and will be paid remuneration from SPLL - the quantum of which has not been specified. For greater clarity, the company should have provided more granular information on the pay structure. We believe that shareholders must get an opportunity to vote on an Executive Director’s remuneration. While compliant with law, we believe that this structure of paying remuneration via a 100% subsidiary is not a good governance practice.

Dilip S. Shangvi, 61, is promoter director. He is also Chairperson and Managing Director of Sun Pharma Advanced Research Company Limited (group entity) and does not draw any remuneration from the entity. His reappointment is in line with all statutory requirements. The company proposes to revise his maximum remuneration to Rs. 81. 0 mn. Due to inadequacy of profits he was paid Rs. 31. 8 mn in FY17 as against his entitled remuneration of Rs. 39. 3 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.

The transactions with AML aggregated Rs. 26 bn in FY17 and the company now seeks approval for similar transactions for five years. The transactions in FY18 will be capped at Rs. 50 bn, and will increase in value in the subsequent years. All transactions to be carried out will be on an arm’s length basis and will be primarily of sales, purchases of goods or materials, availing or rendering of services, leasing of property. While the company has not ascribed a monetary value or cap to the transactions apart from those in FY18, it has provided a period of five years for the proposed transactions. The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio at 7. 7% is low. Nitin R. Patel is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with statutory requirements. He attended 86% of the board meetings held in FY17. Vipul H. Patel is Executive Director. He is liable to retire by rotation and his reappointment is in line with statutory requirements. He attended 75% of the board meetings held in FY17. Dhirubhai Shah & Doshi are replacing Surana Maloo & Co as the statutory auditors. However, the proposed appointment for one year is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.

Sadbhav Engineering Limited (Sadbhav) proposes to enter into related party transactions with two step-down subsidiary companies, Sadbhav Vidarbha Highway Private Limited and Sadbhav Udaipur Highway Private Limited, aggregating upto Rs. 17. 06 bn. The nature of transactions is EPC Contract and other related services. The transactions proposed to be entered are in the ordinary course of business and at arm length basis. Arun S. Patel is a practicing Chartered Accountant having more than 22 years of experience in the field of audit, taxation, accounts and finance. His reappointment is in line with all statutory requirements.

Shashin V. Patel, 36, belongs to the promoter group. He was Joint Managing Director. The company has proposed to reappoint him as CMD for three years from 1 July 2017 and fix his remuneration. The proposed remuneration of Rs. 36. 0 mn (twice that paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12. While we support his reappointment as CMD, we do not favour the proposed remuneration.

Nitin R. Patel, 49, is the CFO. The proposed remuneration of Rs. 18. 0 mn (2. 2 times the amount he was paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12. The remuneration structure does not have a variable component to link pay and performance.

Vasistha C Patel, 44, belongs to the promoter group and is the MD of Sadbhav Infrastructure Project Limited, a subsidiary company. We do not support executive directors being appointed on the board of more than one listed company. The proposed remuneration of Rs. 18. 0 mn (6 times the amount he was paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12.

Vikram R. Patel, 49, belongs to the promoter group. The proposed remuneration of Rs. 18. 0 mn (6 times the amount he was paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12. He attended 71% of the board meetings held in FY17 and 72% of the meetings held over three-year period. We expect directors to take their responsibilities seriously and attend all meetings.

The company seeks shareholder approval to keep the registers and other documents at the location of Registrar and Transfer Agent. The documents will be maintained in Mumbai (where more than 1/10th of the members reside) at the office of Link Intime India Pvt. Ltd. At C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai 400 083. It is proposed to alter and substitute Clause 84(ii) of AOA of the company, enabling the company to consolidate and re-issue debt instruments.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 4 bn. The dividend payout ratio for FY17 was 27. 7%. Dharam Pal Jindal (DIN-00405579) is the Chairperson. His reappointment is in line with all statutory requirements. LB Jha & Co will replace Kanodia Sanyal & Associates as statutory auditors. Their appointment is in line with all statutory requirements. Shiv Kumar Singhal (DIN-00940261) is the Wholetime Director. His reappointment is in line with all statutory requirements. Shiv Kumar Singhal, 56, is a professional. His proposed remuneration is estimated at Rs. 4. 2 mn, which is in line with peers and commensurate with the performance of the company. MSL appears to have provided credit support to almost all the debt in Star Drilling – which is significantly higher than MSL’s share of its equity (25%). Further, it is unclear who the other joint venture partners. Star Drilling’s criticality to the MSL is also unclear. MSL appears to have provided credit support to almost all the debt in Dev Drilling – which is significantly higher than MSL’s share of its equity (25%). Further, it is unclear who the other joint venture partners. Dev Drilling’s criticality to the MSL is also unclear. MSL appears to be using its balance sheet strength to support promoter-controlled companies – a practice that we do not encourage. In the absence of clarity on the criticality of Jindal Pipes to MSL, and the nature of the loans and ICDs extended, we are unable to support the resolution. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

As part of FRL’s strategy of focusing only on its core retail formats, the specialty home retailbusiness (Home Town) is being proposed to be hived-off and transferred to PHRL. In return,shareholders of FRL will receive PHRL shares, such that the new shareholding of PHRL is a mirrorimage of that of FRL. In another transaction, the e-commerce home retail division of BSPL(Fabfurnish) will also be demerged and transferred to PHRL. This will help consolidate the offlineand online home retail businesses under a single entity and lead to increased managementfocus. For shareholders of FRL, their economic interest in the Home Town business remainunchanged. While they will be exposed to the loss-making operations of BSPL, the reduction inadministrative costs, diversification of sales channels, and greater visibility of the home retaildivision will help unlock value for the business in the long term.

Dr. Kamal K. Sharma, 70, is Executive Vice-Chairperson. His reappointment is in line with all statutory requirements. He was paid Rs. 184. 6 mn (including stock options value) in FY17, which was in line with peers and commensurate with the size and performance of the company. Dr. Kamal K. Sharma is a professional and his proposed remuneration is estimated at Rs. 213. 7 mn. A large portion of his remuneration is variable, which aligns pay with performance. Nevertheless, as the company grows in size, it must consider setting a cap (in absolute amounts) to the overall remuneration payable. ONGC paid a first interim dividend of Rs. 4. 50 per share of Rs. 5 each pre-bonus. A second interim dividend of Rs. 2. 25 per share was paid post-bonus. The company now proposes a final dividend of Rs. 0. 80 per share. The total outflow on account of dividend is Rs. 93. 4 bn (inclusive of dividend tax). The dividend payout ratio is 69. 5% v/s 36. 7% in the previous year. DD Misra (DIN: 06926783) is Wholetime Director (Human Resources). His reappointment is in line with all statutory requirements. Shashi Shanker (DIN-06447938) is Wholetime Director (Technology & Field Services). His reappointment is in line with all statutory requirements.

The Comptroller & Auditor General of India (C&AG) has appointed Lodha & Co, PKF Sridhar & Santhanam, Khandelwal Jain & Co, Dass Gupta & Associates, KC Mehta & Co and MKPS & Associates statutory auditors. 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 fee of Rs. 30. 5 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Deepak Sethi (DIN-07729009) is a Chartered Accountant. His appointment is in line with all statutory requirements. Vivek Mallya (DIN: 05311763) is a Chartered Accountant. His appointment is in line with all statutory requirements. Sumit Bose (DIN: 03340616) is Vice Chairman of National Institute of Public Finance and Policy. His appointment is in line with all statutory requirements.

Rajiv Bansal (DIN: 00245460) is an IAS officer. His appointment is in line with all statutory requirements.

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

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

The NCDs will be issued within the overall borrowing limit.

Normal

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal.

Dr. Santrupt B Misra (DIN: 00013625) is CEO of Carbon Black business and Director (Group Human Resources) of Aditya Birla group. His appointment is in line with all statutory requirements. The company has appointed Shome & Banerjee, Rohit & Associates, Dhananjay V Joshi & Associates, M Krishnaswamy & Associates, Musib & Co and Chandra Wadhwa & Co as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

The company is planning execution of projects including development of Cluster 2 of the NELP Block KG-DWN-98/2, CBM Development and other development/ redevelopment projects in Western Offshore. It also plans acquisition of 51. 11% equity shares in Hindustan Petroleum Corporation Limited from Government of India. The proposed issuance will be carved out of the company’s borrowing limit. There has been a steady increase in ONGC’s investments in subsidiaries, associates, joint-ventures and other entities. The investments have increased from Rs. 352 bn in 2015 to Rs. 368 bn and further to Rs. 505bn in 2017. With the investment in HPCL, this will further increase. Shareholders should engage with the company, to understand the strategic nature of these and whether the company can either merge some of these with itself, or divest them with the intention to streamline the company’s capital structure and operations. The total dividend for FY17 is Rs. 1. 8/- per share, while it was Rs. 1. 5/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 22. 2 bn and the dividend payout ratio is 79. 5%. Ratish Kumar, 56, is the Chairperson and Managing Director of NHPC. His reappointment meets all statutory requirements. The joint statutory auditors of NHPC are appointed by the Comptroller and Auditor General of India (C&AG). The total remuneration is expected to be reasonable. Nikhil Kumar Jain, 55, holds a Bachelors’ degree in Industrial Engineering from IIT Roorkee and Law from University of Delhi. He has over thirty years of experience in Government and Public Sector. Prior to joining NHPC, he served as Director (Personnel) in Air India. Mahesh Kumar Mittal, 56, is a Cost & Works Accountant and Company Secretary by profession. He has over thirty years of experience in Finance. Prior to joining NHPC, he served as Director (Finance) in Dedicated Freight Corridor Corporation of India. In order to comply with the SEBI circular for issued debt securities, NHPC needs to group and consolidate the existing debt securities together. This will require an enabling provision, vide Article 22A to be inserted in the AoA of the company. The changes in the AoA are not prejudicial to the interest of minority shareholders.

The total dividend outflow including dividend tax for FY17 is Rs. 13.5 bn. The dividend payout ratio is 57%.Subir Das, 59, is Director - Mines, NLC India Limited. He retires by rotation and his reappointment is in line with statutory requirements.R Vikraman, 55, is Director - Human Resources, NLC India Limited. He is liable to retire by rotation and his appointment is in line with statutory requirements.Suresh Kumar, 58, is an IAS Officer. He is Additional Secretary, Ministry of Coal, Government of India. He is liable to retire by rotation and his appointment is in line with statutory requirements.Vikram Kapur, 51, is an IAS Officer. He is Principal Secretary to the Government of Tamil Nadu, Energy Department. He is liable to retire by rotation and his appointment is in line with statutory requirements.Ms. Nalini Padmanabhan, 53, is a Chartered Accountant and Senior Partner, B Thiagarajan & Co, Chartered Accountants. While her tenure as Independent Director has not been specified, the terms and conditions for appointment specify a tenure of three years or until further orders of Ministry of Coal. Her appointment is in line with statutory

Ms. Monika Arora, 43, is an advocate in the Supreme Court of India. While her tenure as Independent Director has not been specified, the terms and conditions for appointment specify a tenure of three years or until further orders of Ministry of Coal. Her appointment is in line with statutory requirements.

The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. The company has not disclosed the name of the proposed cost auditors for FY18The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio at 17. 5% is low. Mahesh Viswanathan is Deputy Managing Director and Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013. Sumit Shah was appointed as an Additional Director from 14 February 2017. His appointment is in line with the statutory requirements. Shishir Lall was appointed as an Additional Director from 30 May 2017. His appointment is in line with the statutory requirements. Sumit Shah is the Managing Director of Renaissance Jewellry Limited. His appointment as an Independent Director is in line with the statutory requirements. Shishir Lall held the position of International Vice President – Franchise Operations – South Asia Business Unit at PepsiCo and was elevated as Executive Director from 1990 to 1999. His appointment as an Independent Director is in line with the statutory requirements. K. P. Chhabria, 83, belongs to the promoter family. He was Executive Vice-Chairperson of Finolex Industries Limited till 2012. The company proposes to pay him Rs. 25. 2 mn as fees.

The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount upto 1% of net profits or Rs. 10 mn, whichever is lower. The proposed NCDs will be issued within the overall borrowing limit of Rs. 10 bn. The company’s debt has an outstanding rating of CRISIL AA+/ Stable/ CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations.

Finolex Cables Limited (Finolex) proposes to purchase optical fibre upto Rs. 0. 6 bn (or 1. 5 mn KM fibre quantity whichever is higher) from Corning Finolex Optical Fibre Private Limited (CFOFPL). CFOFPL is 50:50 joint venture between Finolex and Corning Ventures France SAS. Shareholders should note that Finolex will get the optical fibre at lowest price as compared to CFOFPL’s other customers. The proposed transaction to be carried out is in the ordinary course of business. The total dividend (including dividend tax) is Rs. 0. 5 bn. The dividend payout ratio is 22. 6% v/s 21. 2% in the previous year. Dr. T Natarajan (DIN: 00396367) is IAS officer and former Joint Managing Director of Gujarat Narmada Valley Fertilizers & Chemicals Limited. His reappointment is in line with all statutory requirements. The total audit fees of Rs. 3. 2 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range. Jal Patel (DIN: 00065021) is a Chartered Accountant. His reappointment is in line with all statutory requirements. KD Chatterjee (DIN: 00421999) is the former Executive Director (Finance) of Gujarat Narmada Valley Fertilizers Company Limited. His reappointment is in line with all statutory requirements. Manjula Devi Shroff (DIN: 00297159) is a social entrepreneur and founder of the Delhi Public School (Ahmedabad). Her reappointment is in line with all statutory requirements. Prof. Piyush Kumar Sinha (DIN: 00484132) is Professor of marketing and retailing at IIM (Ahmedabad). His appointment is in line with all statutory requirements. Prof. Vishal Gupta (DIN: 06405808) is associate Professor of Organizational Behavior at IIM (Ahmedabad). His appointment is in line with all statutory requirements.

Milind Torawane (DIN: 03632394) is IAS officer. His appointment is in line with all statutory requirements.

Normal.

The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Normal.

Normal.

The company needs an increase in borrowing limits in case the performance bank guarantees given to the Petroleum & Natural Gas Regulatory Board (as required under the prescribed norms) materializes. The current borrowing of Rs. 23. 6 bn on 31 March 2017 are significantly lower than the available headroom. However, should all performance guarantees materialize, the aggregate debt would exceed the current borrowing limit of Rs. 70bn. The proposed increase in borrowing limits is an operational requirement. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

The aggregate dividend per share is Rs. 8. 5. The total dividend outflow including dividend tax for FY17 is Rs. 1. 4 bn. The dividend payout ratio for FY17 is 25. 1%. The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. 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. Walker Chandiok & Co LLP were paid Rs. 5. 7 mn in FY17, which is reasonable: we expect audit fees in FY18 to be in same range. Ramesh Srinivasan is the Chairperson of Indraprastha Gas Limited (IGL). He is Director (Marketing) in BPCL and was nominated by BPCL as a Director of IGL. He was appointed as an Additional Director from 14 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements. Manoj Jain is Executive Director (Marketing-Gas) in GAIL (India) Limited (GAIL) and was nominated by GAIL as a Director of IGL. He was appointed as an Additional Director from 18 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements. Ms. Varsha Joshi is Secretary Power and Secretary Transport with the Government of NCT Delhi and was nominated by Government of NCT of Delhi as a Director of IGL. He was appointed as an Additional Director from 1 June 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements. IGL purchased APM gas worth Rs. 7. 97 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of business.

IGL purchased PMT gas worth Rs. 4. 99 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of business.

IGL seeks shareholders’ approval to sub-divide equity share of Rs. 10 each into 5 equity shares of Rs. 2 each. The board has proposed the sub-division of 140 mn equity shares of Rs. 10 each into 700 mn equity shares of Rs. 2 each. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market. 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. 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.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 0 bn. The dividend payout ratio for FY17 was 20. 5%. M. M. Srivastava (DIN: 02190050) is the former Managing Director of Gujarat Agro IndustriesCorporation. He retires by rotation and his reappointment is in line with the statutoryrequirements.

V. V. Patel & Co are the current statutory auditors of the company. As per the provisions of theCompanies Act, 2013, while the auditors of a government company are to be appointed/reappointedby the Comptroller and Auditor General (CAG) of India, the remuneration of theauditor has to be fixed by the company in the general meeting. The company is accordinglyseeking approval from its shareholders to authorize the board to fix the remuneration of theauditors in FY18. We observe that the auditor was paid total audit fees of Rs. 0. 3 mn in FY17 (excluding tax andreimbursements) which is reasonable considering the size of the company.

Anil Mukim (DIN: 02842064) is the Additional Chief Secretary, Finance Department, Governmentof Gujarat. His appointment is in line with the statutory requirements. Bimal N Patel (DIN: 03006605) is the Director of the Gujarat National Law University. Hisappointment is in line with the statutory requirements. The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations.

The total dividend (including dividend tax) is same as previous year at Rs. 1,148. 2 mn. The dividend payout ratio is 35. 4% v/s 51. 1% in the previous year. The Comptroller & Auditor General of India (C&AG) appoints statutory auditors. 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. 0. 7 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

The average net profits of the company for the three immediately preceding financial years is Rs. 3,497 mn. 5% of net profit is Rs. 174. 8 mn, of which, the company has already spent Rs. 171. 2 mn towards CSR and relief during natural disasters to the bonafide charitable trusts. Based on then resolution proposed the total contribution in FY18 can increase upto Rs. 254. 8 mn. Or 9% of FY17 consolidated PAT, which is high. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

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

F.Y. Quarter

2017 -2018 Quarter - I (April 2017 to June 2017)2017 -2018 Quarter - II (July 2017 to Sept 2017)

Grand Total

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

Total no. of resolutions Break-up of Vote decisionFor Against Abstained

142 139 3 01135 1045 62 28

1277 1184 65 28