Voting Advisory

July 2013 Piramal Enterprises Limited 1 | P a g e

6 July 2013 Piramal Enterprises Limited

Company Profile

BSE: 500302 | NSE: PEL ISIN: INE140A01024 Industry: Diversified (Pharma) Index: BSE 200/ CNX 200 Face Value: Rs.2 per share Mkt Price: Rs.580.35 Fiscal Year End: March

Promoter: Ajay Piramal and group

Financials [c] (Rs bn) Particulars Mar ’13 Total Income 37.0

Net Worth 107.2

Equity Capital 0.3

Mkt. Cap 100.1 Overview 52 week H/L (Rs) 624.9/395.0

Current P/E (x) [c] negative

Current P/B (x)[c] 0.9 [c] - consolidated

Source: IIAS Research, Market sources

Previous advisory Piramal Enterprises AGM – 19 Jul ’12 Piramal Enterprises CCM – 13 Mar ‘13 Piramal Enterprises EGM – 13 Mar ‘13

Write to us Institutional Investor Advisory Services 15th Floor, West Wing, PJ Tower Dalal Street, Mumbai -400 001 Email: solutions@iias.in www.iias.in

Annual General Meeting (AGM) Meeting Date: 25 July 2013, 11:00 AM

Proxy Deadline: 23 July 2013, 11:00 AM

Notice Date: 3 May 2013

Meeting Venue: Walchand Hirachand Hall, IMC Marg, Churchgate, Mumbai – 400 020

Company overview Piramal Enterprises Limited (‘PEL’), earlier known as Piramal Healthcare Limited, sold its domestic formulations business to Abbot Laboratories in 2010 and currently operates in the following business segments: i. Pharmaceutical – this includes Pharma Solutions (which provides contract

manufacturing of off-patent active pharmaceutical ingredients (API) and formulations), Critical care (which supplies critical care products like anaesthetic drugs to hospitals) and OTC (which provides drugs for the over-the-counter market under the ‘Saridon’, ‘Lacto Calamine’, ‘i-Pill’, and ‘Supractiv’ brands).

ii. Financial services –undertakes strategic investments in companies and provides loans to the real estate sector.

iii. Information Management – provides syndicated research, information and analytics to the healthcare industry.

PEL is the flagship company of the Piramal Group - a global business conglomerate with diversified presence in the pharmaceutical, specialty glass, financial services and real estate businesses. The company has a wide geographic footprint with manufacturing bases in USA, UK, Sri Lanka, China and Canada and derives close to 80% of its revenues from outside India. With consolidated assets of Rs.202.5 bn, it was recently ranked as the fifth largest pharmaceutical contract manufacturer globally.

Agenda Items

# Type[1] Description of resolution IIAS Recommendation

Indicators See Legend

1 O Adoption of financial statements See Analysis

2 O Declaration of dividend FOR

3 O Reappointment of N Vaghul as director AGAINST G M R S T V

4 O Reappointment of Deepak Satwalekar as director AGAINST G M R S T V

5 O Reappointment of Price Waterhouse as auditor AGAINST G M R S T V

6 O Increase in board size FOR

7 O Appointment of Goverdhan Mehta as director FOR

8 O Appointment of Dr. R.A Mashelkar as director FOR

9 O Appointment of Siddharth Mehta as director FOR

10 O Appointment of Gautam Banerjee as director FOR [1] O/S: Ordinary/Special Resolution

Executive Summary (click on respective category for detailed analysis) Accounts While consolidated revenues increased by 41% to Rs.37 bn in FY13, the

company was hurt by a 167% rise in interest costs to Rs.5.8 bn which resulted in a net loss of Rs.2.3 bn for the year.

Board Appointment

The 13-member board of PEL comprises four executive and nine non-executive directors (of which eight are independent). IiAS however does not consider N Vaghul and Deepak Satwalekar as independent due to their prolonged tenure (10+ years) on the board. We therefore recommend voting AGAINST their reappointments.

Auditor Price Waterhouse has been auditing the accounts of the company since 1997-98. We believe the prolonged association (aggregate tenure of 10+ years) may impede the firm’s ability to provide an independent judgment on the financials of PEL.

53%

5%

25%

17%

Promoter DII FII Others

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July 2013 Piramal Enterprises Limited 2 | P a g e

Financial Performance (consolidated) (Rs bn) Revenue by Segment

Particulars [1] Mar ’11 Mar ’12 Mar ’13

Total Income 21.1 26.3 37.0

EBITDA 3.7 4.8 6.1

EBITDA Margin (%) 17.5 18.1 16.5

Exceptional Items 162.2 - -

PBT 164.1 1.2 (1.9)

PBT Margin (%) 777.7 4.6 negative

PAT 128.8 1.1 (2.3)

PAT Margin (%) 610.4 4.2 negative

EPS (Rs.) 572.2 6.6 negative

ROANW (%) 107.6 1.0 negative

ROACE (%) 101.0 1.0 negative

Debt/EBITDA (x) 2.0 3.5 11.8

Source: Company Filings, IIAS Research

Inner ring represents FY12 data: Operating revenue = Rs.36.98 bn Outer ring represents FY13 data: Operating revenue = Rs.26.28 bn

Top Public Shareholders

Sl. No. Name of the Shareholder Shares

held (million)

Holding

as % of total

1 Aberdeen Global Fund 17.08 9.90

2 LIC 5.44 3.16

3 Indiahold Ltd 4.18 2.42

4 Morgan Stanley Asia (Singapore) PTE 2.75 1.59

5 Macquarie Bank Limited 2.11 1.22

Total 31.56 18.29

Source: BSE

Change in Shareholding Pattern (%)

Year Promoter DII FII Others

Mar-13 53.0 4.7 25.0 17.3

Dec-12 53.0 5.2 23.2 18.7

Sep-12 53.1 5.5 21.8 19.7

Jun-12 53.1 6.0 21.0 20.0

Mar-12 53.1 6.3 20.2 20.4

Mar-11 53.3 5.7 20.0 21.0

Mar-10 49.2 8.8 26.1 15.9

Mar-09 49.6 10.6 21.6 18.2

Source: BSE

Price Performance

Period ending6 July 13

76%

24%

67%

15%

18% Pharma

Financial Services

InformationManagement

15.8%

94.4%

5.2%

43.5%

6.2%

45.0%

-

20.0%

40.0%

60.0%

80.0%

100.0%

Piramal

BSE 200

CNX 200

3YR 5YR

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July 2013 Piramal Enterprises Limited 3 | P a g e

Category: Accounts

Financial Performance:

Business Risk Indicators Leverage Profile

Parameter FY11 FY12 FY13

CFO/EBITDA (x) 43.2 negative negative

Exceptional items/total income (%) 592.9 0.2 0.5

Other expenses/total income (%) 2.8 2.0 2.5

Contingent liabilities/networth (%) 6.0 6.3 5.8

Secured loans/net block (%) 20.6 24.4 49.1

Pledged shares/promoter holding (%) nil nil nil Source: Annual report, Prowess (CMIE)

Related Party Transactions (RPT) (Rs mn) Annual transactions FY12 FY13 Comment

Transactions 217.1 373.0 The company received services worth Rs.115 mn from Piramal Corporate Services Private Limited (PCSPL)

Donations - 227.7 Donations of Rs.36.8 mn was made to Ajay Piramal Foundation in FY13

Outstanding balance FY12 FY13 Parameter Assessment

Advances 116.9 116.9 Outstanding RPT exposure 0.2% of networth

Total Payables 0.3 12.9 Exposure to promoter controlled entities nil

Total Receivables 65.5 134.5 Transactions with promoter entities nil

Liquidity Position Parameter Rs.bn

Marketable securities

9.1

Cash from operations

(15.5)

Cash and bank balance

2.9

Audit Integrity Parameter Result

Head of audit committee[1] Non-

Independent % of independent directors in audit committee[1]

66%

Tenure of auditor (yrs) 15 Tenure of audit partner (yrs) 1

[1] as per IIAS classification

Performance Relative to Industry Avg

Parameter PEL Industry Avg

ROE (%) negative 10.2

D/E (x) 0.7 0.5

Interest cover (x) N.A 4.5

PAT margin (%) negative 7.5

Current Ratio (x) 5.0 1.1 NA – data not available

Source: Annual report, Prowess (CMIE)

Accounting Policies: Accounting Policy Method adopted 3-yr pattern and impact on P&L Depreciation Straight Line Method No change in policy in last three years Inventory Moving Average Price No change in policy in last three years

Resolution 1: Adoption of Accounts

The total income increased by 41% to Rs.37 bn in FY13, driven by a strong performance in each of the business units. The pharma solutions business grew by 14.7% to Rs.15.5 bn, primarily due to an improved performance in critical care division whose revenues surged from Rs.4.1 bn to Rs.6.2 bn during the year. Revenues from the financial services division grew by 44% to Rs.3.9 bn. The overall business expanded in size and the loan book for the real estate and education sectors increased to Rs.15.9 bn (Rs.3.5 bn in FY12). The division also made additional investments of Rs.9.25 bn in the infrastructure sector.

The company introduced a new business unit during the year - Information Management, after the acquisition of Decision Resources Group (DRG), a provider of syndicated research, information and analytics to the global healthcare industry, for ~Rs.34 bn. The new business contributed 18% (Rs.6.5 bn) of the total revenues of FY13.

However, the growth in revenues was offset by a 167% rise in interest expenses, on account of loans taken to fund the acquisition of DRG and to fund the NBFC operations. As a result, the overall costs rose substantially and resulted in a net loss of Rs.2.3 bn for the year.

0

5

10

15

0.0

50.0

100.0

FY11 FY12 FY13Borrowings (Rs.bn) Debt/EBIDTA

Debt/Equity Interest coverage

Rs.bn Ratios

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Category: Dividend

Resolution 2: Declare dividend on equity shares

Declare dividend of Rs.17.5 on each equity share (FV Rs.2) IIAS Recommendation: FOR

IIAS Evaluation Parameters for Dividend Payout

Parameters Analysis Risk Level Details

Has the payout ratio decreased in the last three years? No - Refer Table 1

Is growth in dividend higher than growth in profits? - - Refer Table 1

Has the company generated enough cash to pay the proposed dividend? No Low Refer Table 1

Does the company have a stated dividend policy? No Low

IIAS Recommendation FOR

Discussion

PEL has proposed a dividend of Rs.17.5 per equity share of face value Rs.2 for the year ended March 2013. The total payout amounts to Rs.3.5 bn, which is in line with the dividend paid in FY12. It may be noted that the company has not generated enough profits in FY13 and the dividend will therefore be paid from the accumulated reserves (Rs.105.2 bn at standalone level). Even the cash accruals (profit excluding non-cash expenses) were negative for the year. Table 1: Key Dividend Data (Standalone) (Rs bn)

Particulars FY11 FY12 FY13

Cash flow from operations (48.6) (7.5) (17.5)

Profit after tax 128.9 1.3 (2.3)

Total dividend (including tax on dividend) 2.3 3.5 3.5

Dividend growth y-o-y (%) 78.5 52.2 -

Payout Ratio (%) 1.8 318.1 -

IiAS recommends voting FOR the resolution.

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Category: Board Appointments

Reappointments

Resolution 3: Reappointment of N Vaghul as director IIAS Recommendation: AGAINST

Resolution 4: Reappointment of Deepak Satwalekar as director IIAS Recommendation: AGAINST

Appointments

Resolution 7: Appointment of Goverdhan Mehta as director IIAS Recommendation: FOR

Resolution 8: Appointment of Dr.R.A Mashelkar as director IIAS Recommendation: FOR

Resolution 9: Appointment of Siddharth Mehta as director IIAS Recommendation: FOR

Resolution 10: Appointment of Gautam Banerjee as director IIAS Recommendation: FOR

IIAS Evaluation Parameters for Board Appointments

Parameter Result Risk Level Details

Is the chairman of the board an independent director? No Low Refer Table 2

Is there a separation in the roles between the Chairman and CEO? No Moderate

Proportion of independent directors on the board 38% Moderate Refer Table 2

Proportion of non-executive directors on the board 69% - Refer Table 2

Is there atleast one woman director on the board? Yes -

Does the company have a policy on the retirement age of directors? No Low

Does the company have a policy on the tenure of directors? No Moderate

Do all the board committees have atleast one independent director? Yes -

Is there any whistleblower policy for the independent directors? No Low

Overall Moderate

Table 2: Board Composition

Sl. No

Name of director Occupation Age Tenure

(yrs)

% of board meetings attended

Other directorships

Compensation (Rs.mn)

Executive Directors

1. Ajay Piramal (P) Chairman 57 25 100 8 57.3

2. Swati Piramal (P) Vice-Chairman 57 16 80 5 27.5

3. Nandini Piramal (P) Whole-time director 32 4 90 3 19.4

4. Vijay Shah Chief Operating Officer 55 2 90 7 31.9

Non-executive Non-Independent Directors

5. Gautam Banerjee Chairman, Blackstone Singapore

NA - - 0 -

6. S Ramadorai [1] Vice-Chairman, TCS 69 11 80 13 0.2

7. Deepak Satwalekar [1] Former MD, HDFC 65 11 100 5 0.6

8. N Vaghul [1] Former Chairman, ICICI 77 16 90 6 0.5

Non-executive Independent Directors

9. Amit Chandra MD, Bain Capital 45 2 80 1 0.2

10. Keki Dadiseth Former Chairman, HUL 67 8 90 8 0.4

11. Dr. R.A Mashelkar Scientist 70 2 70 6 0.2

12. Goverdhan Mehta Former Professor, IIT Kanpur

70 2 80 1 0.2

13. Siddharth Mehta Former CEO, HSBC Finance Corporation

NA - - 0 -

Seeking re-appointment Seeking appointment P – Promoter NA – data not available

[1] IIAS classifies them as non-independent due their long tenure on the board. Company has classified them as independent.

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Table 3: Proposed Appointments – IIAS Checklist

IIAS Director Checklist N Vaghul Deepak Satwalekar Goverdhan Mehta

Category of Appointment Independent Independent Independent

IIAS Director Classification Non-Independent Non-Independent Independent

Independence

Tenure

Attendance

Other Affiliations

Shares Held nil nil nil

Qualification

IIAS Recommendation AGAINST AGAINST FOR

IIAS Director Checklist Dr. R.A Mashelkar [1] Siddharth Mehta Gautam Banerjee

Category of Appointment Independent Independent Non-Independent

IIAS Director Classification Independent Independent Non-Independent

Independence

Tenure - -

Attendance - -

Other Affiliations

Shares Held 3125 nil nil

Qualification

IIAS Recommendation FOR FOR FOR

[1] He had attended all meeting in FY12 (the year in which he was inducted on the board)

Director Profiles

N Vaghul

Qualification B.Com (Hons), Madras University

Work experience

Former Executive Director, Central Bank of India

Former Chairman, Bank of India

Founder Chairman, CRISIL

Former Chairman and CEO, ICICI Bank

Committee memberships Chairman, Audit Committee

Chairman, Nomination and Remuneration Committee

Other directorships

1. Mahindra and Mahindra Limited (Listed) 2. Mahindra World City Developers Limited 3. Wipro Limited (Listed) 4. Apollo Hospitals Enterprises Limited (Listed) 5. PHL Capital Private Limited 6. PHL Finance Private Limited

Deepak Satwalekar

Qualification B.Tech., (Mechanical Engineering), IIT Bombay

MBA, American University, Washington D.C.

Work experience

Former MD, HDFC

Former MD & CEO, HDFC Standard Life Insurance Company

Advisor to private equity and venture capital firms

Committee memberships Chairman, Investor Grievance Committee

Member, Corporate Governance and Ethics Committee

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Other directorships

1. Asian Paints Limited (Listed) 2. National Stock Exchange 3. Infosys (Listed) 4. IL & FS Transportation Networks Limited (Listed) 5. Tata Power (Listed)

Goverdhan Mehta

Qualification Ph.D. (D.Sc)

Work experience

National Research Professor

Bhartia-Jubilant Chair, University of Hyderabad

Former Professor, IIT Kanpur

Former Vice Chancellor, University of Hyderabad

Former Director, Indian Institute of Science

Committee memberships Nil

Other directorships 1. Sun Pharma Advanced Research Company Limited

Dr. R.A Mashelkar

Qualification B.E. and Ph.D (Chemical Engineering), Institute of Chemical Technology, Mumbai

Work experience

National Research Professor

President, Global Research Alliance

Former Member, Scientific Advisory Council to the Prime Minister

Committee memberships Member, Audit Committee

Other directorships

1. Reliance Industries Limited (Listed) 2. Tata Motors Limited (Listed) 3. Thermax India Limited 4. Hindustan Unilever Limited (Listed) 5. Sakal Papers Limited 6. KPIT Cummins Infosystems Limited

Siddharth Mehta

Qualification Undergraduate, London School of Economics

MBA, University of Chicago

Work experience

Former President and Chief Executive Officer, TransUnion

CEO, HSBC Finance Corporation

Former Senior Vice President, Boston Consulting Group

Committee memberships Nil

Other directorships Nil

Gautam Banerjee

Qualification Graduate, University of Warwick, England

Member, Institute of Chartered Accountants in England and Wales

Work experience

Former Chairman, PwC Singapore

Senior Advisor, Blackstone Group, Singapore

Vice-Chairman, Singapore Business Federation

Committee memberships Nil

Other directorships Nil

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Discussion PEL has 13 directors on the board, of which four are executive and the remaining nine are non-executive directors. Eight of the non-executive directors have been classified as independent by the company. We however observe that N Vaghul, Deepak Satwalekar and S Ramadorai have been on the board for more than ten years. Accordingly, we classify them as non-independent (refer box below). Box 1: IiAS Policy Snapshot – Tenure of independent directors

Based on our re-categorization, we find that the proportion of independent directors falls to 38%, which is not in line with SEBI’s Listing Agreement (which stipulates that 50% of the board must comprise of independent directors, if the chairman of the board is a promoter).

IIAS recommends voting AGAINST the reappointment of N Vaghul and Deepak Satwalekar. Dr. R.A Mashelkar has a poor attendance record in board meetings in FY13. IiAS expects directors to attend atleast 75% of the board/committee meetings each year in order to be able to contribute meaningfully to board proceedings and fulfill their commitment towards the company (refer Box 1 below). Box 2: IIAS Policy snapshot – Minimum attendance level for directors Even though there are no statutory requirements regarding attendance, IIAS believes the attendance level of independent directors in board/committee/general shareholder meetings is a critical indicator of the directors’ commitment levels towards the company and its shareholders. IIAS recommends a minimum attendance level of 75% for board/committee meetings each year. In case the attendance is below this threshold in a particular year, IIAS will look at the directors attendance over a 3-year period (participation through alternate directors and teleconference/video conferencing will be counted). In addition, IIAS believes that the entire board should be present during all the general meetings so that all directors are accessible to the shareholders for the satisfactory resolution of any shareholder queries.

In the last financial year however, he had attended all the board meetings. IiAS therefore recommends voting FOR his reappointment. However we will observe his attendance record going forward. We find that the proposed appointments of Goverdhan Mehta, Siddhartha Mehta and Gautam Banerjee are in line with the provisions under clause 49 of SEBI’s Listing Agreement and other statutory requirements. IiAS recommends voting FOR resolutions 7, 9 and 10.

The MCA Corporate Governance Voluntary Guidelines, 2009 stated that an individual may not remain as an independent director in a company for more than six years

Clause 49 of SEBI’s listing agreement (voluntary recommendation) states that independent directors may have a tenure not exceeding, in the aggregate, a period of nine years, on the board of a company.

Clause 149 (9) and (10), Companies Bill, 2012 states that an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for reappointment on passing of a special resolution by the company. No independent director shall hold office for more than two consecutive terms.

IIAS policy on director appointment is governed by the same principles and we believe that director independence may be compromised in cases where there is a prolonged association with the company. IIAS therefore classifies directors as non-independent if the aggregate tenure exceeds ten years.

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Resolution 6: Increase in board size IIAS Recommendation: FOR

Discussion PEL had 11 members on its board till FY12. This year, the company proposes to increase the board size to 13 members. As per section 258 of the Companies Act, 1956, a company in a general meeting may, by ordinary resolution, increase or reduce the number of its directors within the limits fixed in that behalf by its articles (refer box below).

Box 3: IiAS Policy snapshot – Increase in board size

IiAS recommends voting FOR the resolution.

Clause 149 of the new Companies Bill states that the board of every public company shall comprise of at least three and at maximum fifteen directors. However, a company may appoint more than fifteen directors after passing a special resolution.

IIAS believes that, given the nature and quantum of work involved, the board of listed companies should comprise of atleast five directors. Further, consensus on many critical issues may be difficult to achieve if board size exceeds fifteen members. IIAS will therefore generally recommend voting FOR proposals regarding change in board size, provided they stay within the aforementioned limits.

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Category: Auditor

Resolution 5: Reappointment of Price Waterhouse as auditors IIAS Recommendation: AGAINST

IIAS Evaluation Parameters for Auditor Appointment

Parameter Analysis Risk Level Details

Is the tenure of the auditor firm more than 10 consecutive years? Yes High

Has the audit partner been rotated in the last five years? Yes -

Is the non-audit to total fees within acceptable limits? Yes - Refer Table 4

Is the increase in auditor remuneration commensurate with increase in size? Yes -

IIAS Recommendation AGAINST [1] audit network

Discussion

Price Waterhouse has been the statutory auditor of the company since 1997-98. The current audit partner, Vilas Rane, was appointed in FY13. IiAS believes that in order to provide an independent judgment on the accounts of the company, the audit firm and partner should be rotated every ten years and five years respectively. The reappointment of Price Waterhouse as the statutory auditor is therefore not in line with the provisions of the pending Companies Bill 2012 (please refer box below). Box 4: Regulatory snapshot: Auditor appointment as per pending Companies Bill 2012

Table 5: Auditor’s remuneration (Rs. mn) Particulars FY11 FY12 FY13

Statutory audit 10.0 7.0 7.0

Limited Review - - -

Total audit fees 10.0 7.0 7.0

Non-audit fees 5.1 0.4 1.4

Total fees 15.1 7.4 8.4

Non-audit to total fees (%) 33.8 5.4 16.7

Excludes out of pocket expense

We recommend voting AGAINST the resolution.

0.4 1.4

10.0

7.0 7.0

0%

25%

50%

75%

100%

2011 2012 2013

Non-Audit Fees (Rs mn) Audit Fees (Rs. mn)

Threshold

The pending Companies Bill 2012 has a provision for mandatory rotation of audit firm every 10 years (after two terms of 5 years each) and change of individual auditors (audit partners) every 5 years for listed companies. A cooling-off period of five years after the stipulated threshold period is required for an audit firm to be considered eligible for reappointment.

In order to preserve the integrity of the audit process, IiAS expects companies to abide by this limit and restrict the tenure of the audit firm and partner to ten years and five years respectively. IiAS will include existing tenure for evaluation in this aspect.

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Legend

IiAS publishes voting recommendations on shareholder resolutions. These recommendations are non-binding in nature. Investors may have their own voting parameters which may, on aspects, differ from those of IiAS. On such occasions, investors should use these recommendations as a guiding tool. The data and regulations reviewed while arriving at a recommendation are disclosed to the investors. This gives the investor clarity regarding the basis for our recommendations. Please note that voting recommendations do not constitute advice to buy, sell or hold securities.

Indicator Meaning Description Common Examples

Governance Issue

This symbol is used for resolutions which indicate poor corporate governance practices or non-compliance with the regulatory provisions. Consequently, they are usually accompanied with an AGAINST recommendation. IIAS may also include measures/best practices which the company can adopt to improve its governance record.

Managerial remuneration, Auditor appointments

Minority shareholder impact

This symbol is used for resolutions which negatively affect the minority shareholders of the company. IIAS usually recommends voting AGAINST such resolutions as they benefit the controlling or a class of shareholders at the expense of others.

Preferential warrants, Differential rights

Moderate - High Risk

This symbol is used for operating decisions taken by the company management and IIAS will usually recommend voting FOR such resolutions. However, they carry an element of risk which may subsequently have a negative impact on the financials. Investors are therefore advised to review the risk factors highlighted by IIAS in its analysis before voting.

Any resolution

Strategic

Indicates a strategic decision of the company, the long term impact of which cannot be accurately ascertained at the time of proposal. These may be accompanied with a FOR or AGAINST recommendation based on a preliminary review of data provided to investors. IIAS recommendations on such strategic decisions are dependent primarily on short-term indicators like market reaction, analyst opinions, valuation impact, etc. Investors may choose to support a resolution in expectation of higher returns.

Mergers, Amalgamations, Hive-offs, Entering new lines of business

Transparency Issue

Indicates lack of adequate information. Even though IIAS provides both FOR and AGAINST recommendations on such resolutions (based on available data), investors are advised to seek further clarifications from the company. Investors should take into account any additional information received from the company before voting.

Any resolution

Valuation

Refers to a valuation impact on the company’s financials. These resolutions are likely to impact the company’s margins and long term profitability. IIAS typically will recommend voting AGAINST such a resolution. Investors are advised to critically review the company’s proposal in such cases. However, they may choose to support a resolution in expectation of higher returns.

Increase in borrowings. Related party transactions, Excessive dilution

G

M

S

V

T

R

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Disclaimer

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