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IDBI MUTUAL FUNDRevised format for disclosure of vote cast by Mutual Funds - during the financial year 2016 -2017

Details of votes cast during the financial year 2016-17Quarter Reason for Supporitng the vote decisions

1 1-Apr-16 Postal Ballot For For

Meeting Date

Company Name

Type of meetings

(AGM/EGM)

Proposal by Management or

Shareholder

Proposal's description

Investee company’s

Management Recommendat

ion

Vote (For/ Against/ Abstain)

Dr Reddy's Laboratories Limited

Management Proposal

Buyback of Equity shares

The Board of Directors of the Company at its meeting held on 17th February 2016, in accordance with Article 61 of the Articles of Association of the Company and pursuant to the provisions of Sections 68, 69, 70 and other applicable provisions if any, of the Act and Rules made thereunder and the Buyback Regulations, subject to:

(i) the approval of Members of the Company; and (ii) approvals, permissions and sanctions as may be necessary, and (iii) subject to such conditions and modifications, if any, as may be prescribed or imposed by such regulatory authorities while granting such approvals, permissions and sanctions,

approved the buyback by the company of its fully paid up equity shares of Rs.5 each for an aggregate amount not exceeding Rs.15, 69, 41, 71,500/- excluding transaction costs viz. Brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty and being 14.9% of the paid up share capital and free reserves as on 31 March 2015, for a price not exceeding Rs.3, 500/- from all Members of the Company under the Buyback Regulations and the Companies Act, 2013.

Computation of amount of permissible capital payment towards buy back of equity shares in accordance with Section 68 (2)(c) of the Companies Act, 2013 and proviso to Regulation 4(1) of the Buy Back Regulations based on the last audited financial statements as submitted by the company:

Particulars AmountPaid up equity share capital (A)* 851,906,370Free reserves*: Securities Premium Account 19,590,881,998General Reserve 17,268,398,555Surplus in statement of profit and loss 67,619,215,358

1 1-Apr-16 Postal Ballot For ForDr Reddy's Laboratories Limited

Management Proposal

Buyback of Equity shares

Total free reserves (B) 104,478,495,911Total (A + B) 105,330,402,281Permissible Capital Payment – Lower of C and D Permissible capital payment for the Buy Back from open market in accordance with proviso to Regulation 4(1) of the Buy Back Regulations (less than 15% of paid up capital and free reserve) (C) 15,799,060,340Permissible capital payment in accordance with section 68(2)(c) of the Act (25% of total paid up capital and free reserve (D) 26,333,100,572*the amounts have been extracted from the standalone financial statements of the Company for the year ended 31 March 2015.

Comments of equity research team:

The resolution is for approval for buyback of shares (face value of Rs. 5 each) for an amount not exceeding Rs. 1569 crores, at a price not exceeding Rs. 3500 per share. The target is about 14.9% of the paid up share capital and free reserves. We recommend voting in favour of the resolution.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote for the same.

1

2-Apr-16 PVR Limited Postal Ballot For ForManagement Proposal

Waiver of recovery of

excess managerial remuneration paid to Mr Ajay Bijli, Chairman cum

Managing Director for the financial year

2014-15

In the meeting held on 20th August, 2013, the Members of the Company had approved remuneration of Rs. 3.25 Crores per annum and Rs. 2.25 Crores per annum, to Mr. Ajay Bijli, Chairman and Managing Director and Mr. Sanjeev Kumar, Joint Managing Director of the Company, respectively, with eligibility to commission @ 2.5% of the net profits of the Company for a period of 5 years from 24th July, 2013 to 23rd July, 2018, provided that in case of inadequacy of net profits or loss to the Company, the said remuneration be paid to both the aforesaid managerial personnel as minimum remuneration, subject to Central Government approval. Further, as recommended by the Ministry of Corporate Affairs, the Company had sought a fresh approval from the Members of the Company for payment of the said remuneration to Mr. Ajay Bijli and Mr. Sanjeev Kumar which was obtained in the meeting dated July 10th, 2015.

The net profit of the Company for the first nine months of Financial Year 2014-15 was adequate to give the approved remuneration to Mr. Ajay Bijli and Mr. Sanjeev Kumar. However, the net profit of the Company for the last quarter ending 31st March, 2015 was adversely affected, due to external events like elections in Delhi, school/university examinations, IPL and Cricket World Cup and weak movie pipeline resulting in a decline in the overall footfall in the cinemas during the quarter ending 31st March, 2015. As a result, the amount of remuneration of Rs. 3.25 Crores p.a. and Rs. 2.25 Crores p.a., respectively, as paid to Mr. Ajay Bijli and Mr. Sanjeev Kumar in the Financial Year 2014-15, exceeded the prescribed limits prescribed under Section 197 of the Companies Act, 2013.

The Nomination & Remuneration Committee of the Company and the Board also approved for the waiver of remuneration paid to the managerial personnel beyond the prescribed limits on 2nd June 2015 and 12th June 2015 respectively.

The Company has filed an application dated 18th July, 2015 for approval of the Central Government for payment of the excess remuneration to Mr. Ajay Bijli and Mr. Sanjeev Kumar which is currently pending.

Pending receipt of Central Government approval to the aforementioned application dated 18th July, 2015, the Company has also filed an application dated 7th October, 2015 to seek Central Government approval for waiver of recovery of excess remuneration paid to Mr. Ajay Bijli and Mr. Sanjeev Kumar, in the Financial Year 2014-15. The Central Government vide

1

2-Apr-16 PVR Limited Postal Ballot

For ForManagement Proposal

Waiver of recovery of

excess managerial remuneration paid

to Mr Sanjeev Kumar, Joint

Managing Director for the financial year

2014-15

(in Rs) Amt(a) Salary and perquisites as per section 197 read with Schedule V of the Companies Act, 2013 3,24,90,000(b) Remuneration payable as per Schedule V 89,26,028Excess remuneration paid (A-B) 2,35,63,972

Details of remuneration paid to Mr Sanjeev Kumar, Joint Managing Director of the company in the financial year 2014-15 as submitted by the company:

Computation of excess remuneration paid to Mr Sanjeev Kumar, Joint Managing Director from 01st April, 2014 to 31st March 2015 Amt (in Rs)(a) Salary and perquisites as per section 197 read with Schedule V of the Companies Act, 2013 2,25,00,000(b) Remuneration payable as per Schedule V 89,26,028Excess remuneration paid (A-B) 1,35,73,972

Comments of Secretarial Department:

It is observed that the Secretarial Audit report dated July 22, 2015 does not have any express mention about the letter dated July 18th, 2015 seeking approval from the Central Government for payment of excess remuneration to Mr Ajay Bijli and Mr Sanjeev Kumar.

However, the approval sought for does not affect the interest of the unit holders / schemes in any manner. Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration that the provisions with regard to the same would have already been made in the financials of the company in the relevant financial year and that the approval sought for is post facto in nature and the same shall come into effect post Central Government approval, we may vote in favour of the same.

1

2-Apr-16 Bosch Limited Postal Ballot For ForManagement Proposal

Revision in remuneration of

Mr. Soumitra Bhattacharya,

Joint Managing Director, with

effect from January 01, 2016.

Mr. Soumitra Bhattacharya was appointed as Joint Managing Director of the Company for a period of 4 years commencing from January 01, 2013. The Board of Directors, subject to approval of the Shareholders, at their meeting held on February 05, 2016, on recommendation of Nomination and Remuneration Committee, revised the annual base salary of Mr. Soumitra Bhattacharya from Rs 11,042,400 p.a. (gross) in the range of Rs 7,000,000 p.a. to Rs 14,000,000 p.a. (gross) to Rs 14,193,600 p.a. (gross) in the range of Rs 14,000,000 p.a. (gross) to Rs 30,000,000 p.a. (gross) as a part of the Annual Salary review process in accordance with the Remuneration Policy of the Company for the Senior Management. As the said revision exceeds the range approved by the Shareholders at the Annual General Meeting (AGM) held on August 28, 2015, approval of shareholders is being sought.

Except as stated herein, all other terms and conditions of his appointment as approved by the Shareholders at the AGM held on June 05, 2013 and August 28, 2015 remain unchanged.

Mr. Bhattacharya, aged 55 years, is a Chartered Accountant from the Institute of Chartered Accountants of India. During his tenure with the Bosch Group he has held various senior management positions. He has also served as Commercial Director of Robert Bosch, Turkey, and as General Manager at the Feuerbach Plant - Robert Bosch GmbH, Germany. Prior to his appointment to the Board, Mr. Bhattacharya headed the commercial functions of Company’s Nashik and Jaipur Plants besides Corporate Planning & Controlling. He is also the Chief Financial Officer of the Company.

He holds directorship in one other public company ZF Steering Gear (India) Limited.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, and other applicable provisions in this regard, we may vote in favour of the same.

1

2-Apr-16 Bosch Limited Postal Ballot


Sale and Transfer of the Starter Motors and Generators

business of the Company

The company invites attention to the Company’s letter dated June 9th, 2015 to stock exchanges, vide which it was informed that the Bosch Group world-wide intends to realign its Starter Motors and Generators division. This realignment of the SG division will improve the division’s growth prospects in a market characterized by tough competition and cost pressure. This is intended to be carried out in two phases. In the first phase SG division will be carved out to a new entity under a common holding company for SG division worldwide. In the second phase a joint venture partner or a buyer will be identified and accordingly the said business will be transferred. The proposed re-alignment would enable the SG business to tap into additional growth opportunities in those regions in which it does not yet have such a broad presence. Finding a partner or buyer for the Starter Motors and Generators division will make it possible for the Bosch Group to devote more attention to other strategic areas.

SG business forms part of the Mobility Solutions division of Bosch group and is engaged in the following operations:-a. Starter motors and generators for passenger cars and commercial vehiclesb. Start/stop starter motors for start/stop systemsc. Electric motors for mild hybrid vehicles SG Business in India (SG-IN) was established in 1989 and is engaged in the business of manufacturing and selling of Starter Motors and Generators. SG-IN achieved break-even in 2013 and is currently operating at low margins. While SG-IN contributes approximately 10% to the total turnover of the Company, its contribution to the Earnings before Interest & Tax is approximately 1%. SG-IN currently employs more than 500 employees. Key SG-IN products are part of the global platform and SG-IN is highly dependent for product and process competence on Bosch globally. The other dependencies include intellectual properties associated with softwares, licences, IT infrastructure, proprietary tools and platforms. Exports contributes approximately 35 – 40 % of SG-IN revenue mainly supported from Bosch group.

Due to presence of a number of players in the market, SG is a commodity business driven by cost and price pressures. In event of discontinuation of support of the Bosch group, the business of SG-IN cannot be run profitably and may haveadverse implications from the market rendering the business unsaleable to a third party. The sale of SG-IN business in line with global realignment would enable the Company to focus more on core powertrain technology areas in mobility solutions and other growth areas.The company has disclosed that KPMG India Private Limited were appointed for carrying out an independent valuation of SG-IN business. In addition, Ernst & Young Merchant Banking Services Private Limited were engaged to provide a fairness opinion on the Valuation Report. The company has disclosed that KPMG had estimated an enterprise value of Rs 4,862 million for SG-IN and EY has opined that the same is fair and reasonable. The Audit Committee and the Board at their Meetings held on February 5th, 2016, approved the sale and transfer of SG-IN along with all its employees as a going concern on a slump sale basis to a 100% subsidiary of Robert Bosch Starter Motors Generators Holding GmbH, Germany. Based on the recommendation of the Audit Committee, the Board has fixed a lump sum consideration of Rs 4,862 million for the transfer of SG-IN subject to necessary adjustments in working capital values between November 30, 2015 (valuation date) and the effective date of transfer of SG-IN. In addition to the enterprise value, a contingent consideration is agreed in case the implicit sale price of SG-IN is higher than above stated enterprise value on account of sale (partial or full) of global SG business to a third party and the global sale happens within 18 months from the approval of the Board of Bosch Ltd for sale of SG-IN. Comments of equity research team: We recommend voting in favour as it is a loss making segment.Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

1

13-Apr-16 For For

For For

Ambuja Cements Limited

Annual General Meeting

Management Proposal

To consider and adopt the annual accounts for the

year ended December 31,

2015 and reports of the Directors

and Auditors thereon

The Company has earned total revenue Rs 9819.59 crores as on 31st December 2015 as compared to Rs 10407.10 crores as on 31st December 2014. The Company has incurred total expenses Rs 8647.38 crores as on 31st December 2015 as compared to Rs 8623.69 crores as on 31st December, 2014.Net profit being Rs 807.56 crores as on 31st December, 2015 as compared to Rs 1496.36 crores as on 31st December, 2014.

Consolidated :

The Company has earned total revenue Rs 9834.56 crores as on 31st December 2015 as compared to Rs 10424.00 crores as on 31st December 2014. The Company has incurred total expenses Rs 8661.31 crores as on 31st December 2015 as compared to Rs 8649.98 crores as on 31st December, 2014.Net profit being Rs 807.88 crores as on 31st December, 2015 as compared to Rs 1486.50 crores as on 31st December, 2014.

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

The Auditors Reports dated February 10, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.

However as per the applicable provisions of the Companies Act, 2013 the Company must within a period of 2 years, align its financial year according to the said provisions provided for in this regard. We may vote in favour of the same.

Management Proposal

To declare dividend on

equity shares

The Board of the company has recommended total dividend of 140% (Rs 2.80/- per share) including 60% (Rs1.20/- per share) paid as interim dividend.

We recommend voting in favour of the resolution for declaration of final / interim dividend for the financial year ended December 31, 2015

1

13-Apr-16

For For

For For



Management Proposal

To re-appoint Ms Usha Sangwan as

Director.

Ms Usha Sangwan was inducted on the Board with effect from 24th April, 2014. She holds the qualification of Master’s Degree in Economics and a Post Graduate Diploma in Human Resource Management.

She has expertise in specific functional areas of Marketing, Personnel, Operations, Housing Finance, Group Business, Direct Marketing, International Operations and Corporate Communication.

She has around 50% attendance in Board Meetings (3/7) and holds directorships in 4 other public companies.

The Director is liable to retire by rotation and being eligible offers herself for re-appointment.

Since the appointment is in accordance with the voting policy of our company and other applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

To reappoint M/s SRBC and Co., LLP, Chartered Accountants as

Statutory Auditors

The company proposes to appoint auditors from the conclusion of the Annual General meeting to be held on April 14, 2016 till the conclusion of the ensuing Annual General Meeting.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year.

We believe that the company shall comply with the said provisions within the specified time period and adhere to the provisions of the Companies Act, 2013 with respect to appointment of auditors. Keeping in view of the above, we may vote for the same

1

13-Apr-16

For For

For For



Management Proposal

To appoint Me Eric Olsen as a

Director

Mr Eric Olsen (DIN: 07238383) was inducted as an additional Director on the Board with effect from July 27th, 2015. He holds the qualification of Certified Public Accountant from Chicago, MBA from HEC International Business School, Paris. He has expertise in specific functional areas of Operations, Strategy and Development and Finance.

He is currently the CEO of Lafarge Holcim Ltd, the ultimate holding company of Ambuja Cements Limited. He is a Certified Public Accountant from Chicago and a MBA from HEC International Business School in Paris.

Since the Director was appointed during the financial year, his attendance in Board meetings cannot be taken into consideration. He holds directorship in 1 other public company.

Since the proposal for appointment is in accordance with the voting policy of our company and the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

To appoint Mr Christof Hassig as

a Director

Mr Christof Hassig (DIN: 01680305) was inducted on the Board with effect from December 9, 2015. He holds the qualification of Masters in Banking, Advanced Management Program from Harvard Business School.

He has expertise in specific functional areas of M&A, Corporate Finance and Treasury.

Mr. Christof Hassig is currently the Head of the Corporate Strategy and Mergers & Acquisitions function at LafargeHolcim Ltd. He was a professional banker and has a Masters in Banking and the Advanced Management Program at Harvard Business School.

Since the Director was appointed during the financial year, his attendance in Board meetings cannot be taken into consideration. He holds directorship in 1 other public company.

Since the appointment is in accordance with the voting policy of our company and applicable provisions of the Companies Act, 2013, we may vote in favour f the same.

1

13-Apr-16

For For

For For



Management Proposal

To appoint Mr Martin Kreigner

as a Director

Mr Martin Kreigner (DIN: 00077715) was inducted as an additional Director on the Board with effect from February 11th, 2016. He holds the qualification of Doctorate of Law and MBA from Austrian University.

He has expertise in specific functional areas of Operations, Finance and General Management.

Mr Martin was the Area Manager of Central Europe region of LafargeHolcim has been now appointed as the Area Manager of India. He is a Doctorate of Law and MBA from Austrian Universities. He joined the Lafarge group in 1990 and became the CEO of Lafarge Perlmooser AG, Austria in 1998. He moved to India as CEO of the Lafarge Cement activity in 2002.

Since the Director was appointed post the financial year ended December 31, 2015, his attendance in Board Meetings cannot be taken into consideration. He holds directorship in 1 other public company.

Since the appointment is in accordance with the voting policy of our company and applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

To approve revision in

remuneration of Mr B L Taparia

Mr. B. L. Taparia (DIN: 00016551) was appointed as Non-Executive Director on the Board of the Company w. e. f. 1st September, 2012. The Board at the same time also decided to avail his professional services on part time basis. His initial appointment and payment of remuneration was first approved by the shareholders at the 30th Annual General Meeting for a period of 3 years from 1st November, 2012 to 31st October, 2015. As an advisor, Mr. Taparia has been representing the Company before Law Firms, Consultants, Courts, Statutory and Regulatory Bodies /Authorities as and when required and also undertakes such other assignments as may be given to him from time to time.

The Board has now extended his term for a period of one year from 1st November, 2015 to 31st October, 2016 and also approved the increase in the Advisory service fees from Rs.11,00,000/- to Rs.12,00,000/- p.m.

Since the proposal in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

1

13-Apr-16

For For

For For



Management Proposal

To ratify the payment of

remuneration to the Cost Auditors,

M/s P.M Nanabhoy & Co., Cost Accountants

The company seeks approval for ratification of appointment of M/s. P. M. Nanabhoy & Co., Cost Accountants appointed as the Cost Auditors of the Company by the Board of Directors, for the conduct of the audit of the cost records of the Company for the financial year 2016 at a remuneration of Rs. 6,00,000/- plus reimbursement of the travelling and other out-of pocket expenses incurred by them in connection with the aforesaid audit.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

To adopt new set of Articles of Association

The current Articles of Association of Company were framed at the time of formation of the Company in the year 1981, as per the provisions of the erstwhile Companies Act, 1956. The Articles have been amended from time to time depending upon the need for changes in line with the regulatory / administrative requirements.

With the enactment of the Companies Act, 2013, various provisions of the Companies Act, 1956 have been repealed and some new provisions have been added. In view of the same the existing Articles of Association of the Company needs to be re-aligned as per the provisions of the new Act and felt that it is expedient to replace the existing Articles of Association with the new Articles of Association.

Since the proposal is in order to align the Articles in accordance to the provisions of the Companies Act, 2013, we may vote in favour of the same.

1

27-Apr-16 Siemens Limite Postal Ballot For ForManagement Proposal

Sale and transfer of the Company’s

Healthcare Undertaking as a ‘going concern’ and by way of a slump sale basis

to Siemens Healthcare

Private Limited

Statement setting out material particulars pertaining to transfer as submitted by the company:a) On 7th May, 2014, Siemens Aktiengesellschaft, Germany, the parent company of Siemens Limited, announced an internal reorganization into 9 divisions and 1 independently operated unit, the Healthcare segment. The key rationale for the separation of the Healthcare segment globally was the following: i. To enable the Healthcare business to focus on the changing global market requirements where, for example, there is an increasing convergence of diagnostics and therapy, increasing regulatory requirements and where business models are shifting towards quality and outcome based reimbursements. ii. To enable the Healthcare business to invest in growth opportunities to respond to paradigm shifts occurring in the Healthcare sector with implementation of next-generation Healthcare IT, e.g. big data analytics in imaging and in-vitro-diagnostics (IVD), greater emphasis on molecular diagnostics and life science tools (e.g. DNA analysis) and development of new healthcare applications in consumer electronics. Both of the above may require enhanced capital allocation for Healthcare segment and further, there are limited synergies between Healthcare and other segments of Siemens AG. This would also allow increased flexibility, greater entrepreneurial freedom and faster decision making to grow the global Healthcare segment independently. (b) The size of the Indian Healthcare market is Rs. 5,440 billion (approx.), of which governments spend is approximately 30%. The Medical Devices market therein comprises approx. 4.4% (i.e. approx. Rs. 240 billion) of the total Indian Healthcare market. SL’s Healthcare Undertaking caters to (approx.) 32% (approx. Rs. 75 billion) of the Medical Devices market, which represents approx. 1.4% of the total Indian Healthcare Market. (c) The Indian Healthcare market is also witnessing a changing scenario in terms of different business models and customer expectations, which requires significant investments to venture into newer areas in order to grow. There is a rising preference for locally manufactured products. Further, the current draft medical device policy promotes local manufacturing and total customs duty on imports of medical devices has recently been increased from 11.76% to 19.13%. Such measures are likely to reduce the current high dependence of the Indian Healthcare market on imports and increase preference for locally manufactured products.

1

27-Apr-16 Siemens Limite Postal Ballot For ForManagement Proposal

Sale and transfer of the Company’s

Healthcare Undertaking as a ‘going concern’ and by way of a slump sale basis

to Siemens Healthcare

Private Limited

(d) As Tier I cities reach saturation, growth of the Indian Healthcare market is primarily being driven by Tier II / III cities with a preference for value products, a category in which SL is currently not competitive. The Indian Healthcare market is also a highly regulated market, with long lead times for product approvals. In addition, the emergence of different business models such as PPP is resulting in the extension of clinical risk to device manufacturers, which could entail new risks, some of which could have a contagion impact on SL’s other businesses. Further, there is increasing industrialization in the sector with corporate chains investing in new facilities and / or acquisitions to increase reach and bargaining power. (e) SLHC comprises of Diagnostic Imaging (approx. 44%), IVD reagents (approx. 37%) and IVD equipment (approx. 19%). Currently, SLHC’s key products include CT & MRI Scanners, Molecular Imaging, Angiography Systems, X-Ray, Ultrasound Systems, Mammography, Surgery Systems, Lab Diagnostics (In vitro, In vivo), Reagents & Consumables and Point of Care. SLHC also provides localized aftermarket services on its installed base of medical equipment. (f) SLHC is highly dependent on Siemens AG and its subsidiaries for products and technical know-how as it has a largely imported product portfolio, predominantly catering to the high-end market. Currently, the sales of SLHC consists of more than 85% of the products being imported from Siemens AG and its subsidiaries.Comments of equity research team:The resolution pertains to the sale and transfer of the company’s healthcare unit, to Siemens Healthcare Private Limited, a subsidiary of Siemens AG, with effect from July 1, 2016, for a consideration of Rs. 3050 crs. The healthcare segment is engaged in the business of selling healthcare equipment, mostly imported from the parent, and hence margins are significantly lower than the other divisions. The sale will improve the overall earnings profile of Siemens India. We recommend voting in favor of the resolution. Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same

1

26-Apr-16 ABB Limited For For

For For

For For


Management Proposal

Adoption of financial

statements and reports of the

Board of Director and auditors

thereon

The Company has earned total revenue of Rs 8153.31 crores as on 31st December, 2015 as compared to Rs 7750.55 crores as on 31st December, 2014.

The Company has incurred total expenses of Rs 7678.72 crores as on 31st December 2015 as compared to Rs 7395.34 crores as on 31st December, 2014.

Net profit being Rs 299.88 crores as on 31st December, 2015 as compared to Rs 228.51 crores as on 31st December, 2014.


The Auditors Reports dated February 4, 2016 on the financial statement of the Company for the year ended December 31, 2015 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of Dividend

We propose voting in favour of the resolution for declaration of dividend for the financial year ended March 31, 2016.

Management Proposal

Ratification of appointment of

Auditors Messers S.R Batliboi and Associates LLP,

Chartered Accountants ,

having ICAI Firm No. 101049W, as statutory auditors

The company proposes ratification of appointment of Messers S R Batliboi and Associates LLP, Chartered Accountants as statutory auditors commencing from the conclusion of this annual general meeting upto the ensuing annual general meeting.


1

26-Apr-16 ABB Limited

For For

For For

For For

For For


Management Proposal

Re-appointment of Mr. Frank Duggan(DIN:

02937233) who was appointed to

fill the casual vacancy as

Director liable to retire by rotation

Mr Frank Duggan (DIN: 02937233) was appointed on the Board with effect from October 28, 2014 as a Director appointed to fill in the casual vacancy caused by the resignation of Mr Gary Steel who holds office upto the date of the Annual General Meeting being the date upto which Mr Gary Steel would have held office if he had not resigned.

Mr Frank holds the qualification of Diploma in Electrical Engineering.

Mr. Frank Duggan is the Regional Manager of Asia, Middle East and Africa (AMEA) region and also a Member of Executive Committee of ABB Group, Zurich, Switzerland. He is holding the position of Chairman of the Company.

Mr. Duggan has been working with ABB for the past 32 years. Mr. Duggan has held various high-profile positions across the Group, including Transmission & Distribution Manager in Poland, Country Manager of the Czech Republic, Global Business Area Manager for Oil, Gas and Petrochemicals, as well as Head of Group Account Management. Currently he is the Region Manager for Asia, Middle East and Africa (AMEA) region and also a Member of Executive Committee of ABB Group, Zurich, Switzerland.Management

ProposalAppointment of

Mr Sanjeev Sharma(DIN: 07362344) as

Mr Sanjeev Sharma was appointed as an Additional Director on the Board with effect from December 11, 2015 and as the Managing Director with effect from January 1, 2016.

Mr Sanjeev holds the qualification of Graduation in Electronics and Tele-communications Engineering and Executive Master Degree in Business Administration.

At the meeting of the Board of Directors held on December 11, 2015, Mr. Sharma was also appointed, subject to the approval of the Members in general meeting and of the Central Government, as the Managing Director of the Company for 3 (three) years from January 1, 2016 to December 31, 2018.

Mr. Sharma joined ABB in the year 1990 and managed various local business units and divisions in India, Switzerland, Germany and Malaysia. Prior to his appointment as Managing Director of the Company, Mr. Sharma held the position of Global Managing Director for the Low Voltage Systems business unit at Malaysia.

Management Proposal

Appointment of Mr Sanjeev

Sharma (DIN: 07362344) as

Managing Director of the company for a

period of 3 years

Management Proposal

Ratification of remuneration to cost auditor for

the financial year 2016

The company has approved the appointment of Messrs Ashwin Solanki & Associates, Cost Accountant (Registration No: 100392) as Cost Auditor to conduct the audit of the cost records of the Company for the Financial Year ending December 31, 2016.

The company hereby proposes to ratify the appointment and payment of remuneration amounting to Rs 33, 00,000/- Lakh for Cost Audit plus applicable service tax and out of pocket expenses payable to the Cost Auditor for the Financial Year ending December 31, 2016.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favor of the same.

1

27-Apr-16 For For

For For

For For

FAG Bearings India Limited


Management Proposal

To receive, consider and

adopt the Financial

Statements including Balance

Sheet as at December 31, 2015 and the Statement of

Profit and Loss for the year ended on that date along

with Directors and Auditors

Report thereon.

The Company has earned total revenue of Rs 17905.9 million as on 31st December, 2015 as compared to Rs 16731.0 million as on 31st December, 2014.

The Company has incurred total expenses of Rs 14867.8 million as on 31st December 2015 as compared to Rs 14407.3 million as on 31st December, 2014.

Net profit being Rs 1974.8 million as on 31st December, 2015 as compared to Rs 1528.8 million as on 31st December, 2014.




Management Proposal

To declare dividend for the


2015.

We propose voting in favour of the resolution for declaration of dividend on equity shares for the financial year ended December 31, 2015

Management Proposal

To appoint a Director in place of Mr. Avinash Gandhi, (DIN: 00161107) who

retires by rotation and being eligible offers himself for re-appointment.

Mr Avinash is associated with FAG Bearings India Limited since 2002 in the category of non- executive non- independent Director. He holds the qualification of Mechanical Engineering and has expertise in the area of Advisory Auto Sector.

He holds directorships in 8 other public companies. He has 100% attendance in Board meetings and has also attended the previous Annual General Meeting of the Company.

The Director is liable to retire by rotation and being eligible offers himself for appointment.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

1

27-Apr-16

For For

For For

For For



Management Proposal

To appoint a Director in place of Mr. Dietmar

Heinrich, (DIN:00928243)

who retires by rotation and being

eligible offers himself for re-appointment.

Mr Dietmar is associated with FAG Bearings India Limited since 2002 in the category of non- executive non- independent Director. He holds the qualification of mechanical engineering and has specialized in leadership.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, voting policy of our company and other applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

To ratify the appointment of Auditors and to

fix their remuneration.

The company hereby proposes to ratify the appointment of M/s. B S R & Co. LLP for a period of one year commencing from the conclusion of this Annual General Meeting till the conclusion of the ensuing Annual General Meeting.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Approval on Material Related

Party Transactions

In order to sustain quality standards of the Schaeffler Group, quantitative benefits, ease of customer reach, global representation and in the best interest of the Company and its shareholders, major transactions of the Company pertaining to sale, purchase or supply of goods, materials & services have been since long with Schaeffler Group Company, i.e. Schaeffler Technologies AG & Co. KG, Germany.

Considering the prevailing market trend these transactions will continue in the year 2016 and thereafter with an increase of up to 25% over and above the consolidated value of transactions in the previous year. These transactions as well as the proposed transactions would continue to be in ordinary course of business and at arm’s length basis.


With respect to the resolution relating to material related party transactions with Schaeffler Technologies AG for an amount which is a 25% increase over and above the consolidated value of transactions in the previous year, we recommend voting in favor.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

1

27-Apr-16

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For For



Management Proposal

Remuneration to the Cost

Auditors.

The Board of Directors, at its meeting held on February 11, 2015, upon the recommendation of the Audit Committee, approved the appointment of M/s Y. S. Thakar & Co., Cost Accountants, as Cost Auditors of the Company for conducting the Cost Audit of the Company, for the Financial Year ending December 31, 2015 at a remuneration of M 1 lakh (Rupees One Lakh only), excluding all taxes and out of pocket expenses.Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

Remuneration to the Non-executive Director

The company hereby seeks approval for the following entitlements namely:

The Board of Directors, the Non-executive Directors shall be entitled for the remuneration as under;a. Sitting Fee:As per the approval of the Board or maximum limit prescribed in the Companies Act, 2013 read with rules made thereunder, whichever is lesser.b. Profit Related Commission:An aggregate amount of M 3.85 million for the year 2015 and within the maximum of 11.0 million per annum (provided it does not exceed the maximum limit prescribed in the Companies Act, 2013 read with rules made thereunder) for the period up to and including 2019; as may be decided by the Board of Directors.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

1

4-May-16 Castrol Limited For For

For For

For For


Management Proposal

Adopting Audited Balance Sheet as at 31st December

2015 and the Statement of

Profit and Loss for the year ended on that date along with the Reports of the Board of Directors and

Auditors thereon

The Company has earned total revenue of Rs 3350.61 crores as on 31st December, 2015 as compared to Rs 3408.39 crores as on 31st December, 2014.

The Company has incurred total expenses of Rs 2403.15 crores as on 31st December 2015 as compared to Rs 2675.61 crores as on 31st December, 2014.

Net profit being Rs 615.26 crores as on 31st December, 2015 as compared to Rs 474.56 crores as on 31st December, 2014.




Management Proposal

Confirming the payment of

interim dividend and declaration of final dividend on equity shares for the financial year

ended 31st December, 2015

We recommend voting in favour of the resolution for confirmation of payment of dividend and declaration of final dividend on equity shares for the financial year ended December 31st, 2015.

Management Proposal

Re-appointment of Mr. Jayanta

Chatterjee (DIN 06986918), who

retires by rotation and, being

eligible, offers himself for re-appointment

Mr Jayanta Chatterjee (DIN:06986918) was appointed on the Board with effect from October 30th, 2014.

He has 100% attendance in Board meetings and has also attended the previous annual general meeting. He holds directorship in one other public company.

The Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Since the proposal is in accordance with the voting policy and the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

1

4-May-16 Castrol Limited

For For

For For

For For

For For


Management Proposal

Re-appointment of Ms. Rashmi

Joshi (DIN 06641898), who



Ms Rashmi Joshi (DIN:06641898) was appointed on the Board with effect from August 01st, 2016.

She has 100% attendance in Board meetings and has also attended the previous annual general meeting. She holds directorship in one other public company.


Since the proposal is in accordance with the voting policy and the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Appointment of Messrs. SRBC &

Co. LLP, Chartered

Accountants (Firm

Registration No. 324982E), as

Statutory Auditors of the

Company

The company proposes to ratify appointment of M/s SRBC & Co. as statutory auditors of the company for a period of one year commencing from the conclusion on this annual general meeting until the conclusion of the ensuing annual general meeting.Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Payment of Remuneration to Cost Auditors of the Company for

FY 2016.

The company hereby proposes to ratify payment of remuneration of Rs. 3,00,000/- with applicable service tax plus reimbursement of out of pocket expenses at actuals, to M/s. Kishore Bhatia & Associates, Cost Accountants who were appointed by the Board of Directors to conduct the audit of the cost records maintained by the Company for Financial Year ending 31st December, 2016.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Appointment of Mr. Omer Dormen as

Director

Mr Omer Dormen (DIN:07282001) was appointed on the Board as an Additional Director with effect from October 12, 2015.

Since his appointment was during the financial year, his attendance in Board meetings cannot be taken into consideration.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

1


For For


Management Proposal

Appointment of Mr. Omer Dormen as Managing

Director of the Company for the period of three year effective

from 12th October 2015.

Subject to the approval of the Central Government and Members of the Company, the Board of Directors of the Company at its meeting held on 17th August, 2015 had appointed Mr. Omer Dormen as Managing Director of the Company for a period of three (3) years with effect from 12th October 2015.

Mr Omer Dormen has over 30 years of experience in business management. Omer studied Business at North London University and following his graduation in 1985 joined Turkpetrol in Turkey and worked in various sales and marketing roles with a range responsibilities for lubricants, fuels and LPG businesses. In 1991 he became the Sales and Marketing Director of the Joint Venture of Castrol and Turkpetrol before becoming the Chief Executive of the newly established Castrol Company in Turkey and was responsible for setting up the business.

Following BP’s acquisition of Castrol, he became the Performance Unit Leader for Turkey and managed the integration of the two businesses. In 2004, he was appointed as the BP Sales Director in Middle East Region, and was responsible for setting up the businesses in Pakistan and Saudi Arabia. Between 2011 and 2015 he served as the Castrol Cluster Director for Russia, Turkey, Central Asia and Nordics region.The details of proposed remuneration payable to him is as under:1. Salary: Base salary of Turkish Lira (TRY) 606,048 per annum equivalent to Rs. 14,301,521 p.a. (as per current exchange rate as on the date of Board Meeting) with such increments as may be decided by the Board of Directors of the Company from time to time, subject to a ceiling on increment of 20% in a year, over the existing Basic salary and Allowances.2. Other allowances: Foreign Living Allowance TRY 54,869 p.a. equivalent to Rs. 1,294,799 p.a. Foreign Service Incentive TRY 255,855 p.a. equivalent to Rs. 6,037,666 p.a. Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

1


For For


Management Proposal

Appointment of Mr. Ravi

Kirpalani as Wholetime

Director of the Company from 12th October 2015 to 31st

December, 2015

The Board of Directors at its meeting held on 17th August, 2015 re-designated, subject to the approval of the Members, Mr. Ravi Kirpalani as a Whole-time Director of the Company with effect from 12th October, 2015 to 31st December, 2015.

Mr. Kirpalani has almost 30 years of experience in Sales, Marketing and Strategy. Mr. Kirpalani has been holding office of the Managing Director of the Castrol India Limited since 27th April, 2013 till 11th October, 2015.

Mr. Kirpalani also served as the Chief Operating Officer and Director – Automotive at Castrol India Ltd. from 1st May 2009 to 26th April 2013. He joined Castrol India Ltd. in 1999 as the General Manager, East and was promoted in 2002 to Vice President, Sales. In 2004, he was appointed as the Customer Director for India, Middle East, Turkey and Africa. In 2005, he moved to the UK as the Transformation Director and was a member of the global strategy team.

Mr. Kirpalani played a key role in the implementation of the global strategy. Prior to Castrol, he worked for M/s. Reckitt Benckiser for 12 years, in various roles and for a leading consumer products company in Muscat, Oman. Mr. Kirpalani was a Managing Director of the Company till since 27th April 2013.

Mr. Kirpalani is an Economics (Hons) graduate from St. Stephens College, Delhi and holds MBA from IIM, Kolkata.

The details of remuneration paid to him during his tenure is as under:

Salary: Basic Salary of Rs. 5,48,606/- per month Other Allowances of Rs. 6,83,666/-. Allowances consist of Flexible Compensation Plan (FCP) component of Rs. 5,48,606/- per month which is allocable as per the rules of the Company & City Compensatory Allowance of Rs. 1,35,000/- per month as per rules applicable to Senior Executive in Level E and above.

The company hereby seeks approval for appointment of Mr Ravi Kirpalani for a term commencing from October 12th, 2015 till December 31st, 2015


1


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12-May-16 For For

For For


Management Proposal

Alteration of Articles of Association

The company proposes to amend the Articles of the company in order to align the same with the pursuant to the provisions of the Companies Act, 2013.


Nestle India Limited


Management Proposal


statements for the year ended

December 31st, 2015

The Company has earned total revenue of Rs 81753.1 million as on 31st December, 2015 as compared to Rs 98548.4 million as on 31st December, 2014.

The Company has incurred total expenses of Rs 68415.6 million as on 31st December 2015 as compared to Rs 80622.9 million as on 31st December, 2014.

Net profit being Rs 5632.7 million as on 31st December, 2015 as compared to Rs 11846.9 million as on 31st December, 2014.


The Auditors Reports dated February 12th , 2016 on the financial statement of the Company for the year ended December 31st, 2015 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification or adverse mark.


Management Proposal

Confirm two interim dividends

already paid during the year

2015 and declare final dividend

We propose voting in favour of the resolution for confirmation of two interim dividends aggregating to Rs 30 per equity share already paid during the year 2015 and declaration of final dividend.

1

12-May-16

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For For



Management Proposal

Re-appointment of Mr Shobinder

Duggal (DIN: 00039580) who

retires by rotation

Mr Shobinder Duggal (DIN: 00039580) was appointed as a Whole-time Director of the Company designated as “Director-Finance & Control and Chief Financial Officer” for a period of five years effective from 10th May, 2014. As per the terms of his appointment, re-appointment at the AGM as a director retiring by rotation would not constitute break in his appointment as a Whole-time Director designated as Director-Finance & Control and Chief Financial Officer.

Mr. Shobinder Duggal is an Economics (Hons.) Graduate from St. Stephens College, Delhi University and a Chartered Accountant. He has attended the Executive Development Program at IMD, Lausanne. He has over 30 years of work experience with Nestlé. Before his current position, he handled various responsibilities in Nestlé India Limited, including Vice President Corporate Control, Head of Internal Audit and some important assignments at the Nestlé Group Headquarters in Switzerland. He is also on the Board of Nestlé Lanka PLC since January 2014.

He has 100% attendance in Board meetings and has also attended the previous annual general meeting. He does not hold directorship in any other company.



Management Proposal

Appointment of M/s A .F

Ferguson and Co., Chartered

Accountants, as auditors and fixing their

remuneration

The company proposes to re-appoint M/s A.F Ferguson and Co., Chartered Accountants as statutory auditors of the company for a period commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


The re-appointment proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

Since the proposal is in accordance with the provisions of the Companies Act, 2013, we may vote in favour of the same.

1

12-May-16

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For For



Management Proposal

Ratification of remuneration of

M/s Ramnath Iyer and Co. , Cost

Auditors

The company proposes ratification of remuneration of M/s Ramnath Iyer and Co., Cost Auditors for the financial year ending December 31, 2016 at a remuneration of Rs 175000/- plus out of pocket expenses and applicable service tax.


Management Proposal

Approval for appointment of

Dr Rakesh Mohan as Independent Non- Executive

Director

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Dr. Rakesh Mohan as an Additional Director with effect from 1st May, 2016 under Section 161(1) of the Companies Act, 2013 and Article 127 of the Articles of Association of the Company and as an Independent Non-Executive Director of the Company under Section 149 of the Companies Act, 2013 to hold office upto 30th June, 2020.

Dr. Rakesh Mohan was on Board of the Company as an Independent Non-Executive Director from April, 2010 to October, 2012. He relinquished office of Director of the Company consequent to his appointment as Executive Director at the International Monetary Fund, Washington, D.C., United States representing India, Sri Lanka, Bangladesh and Bhutan.

Dr. Mohan received BA in Economics from Yale University. He is also a Bachelor of Science in Electrical Engineering from Imperial College of Science and Technology, University of London. He got his Masters Degree and Doctorate in Economics from Princeton University, New Jersey, United States.

Dr. Rakesh Mohan is one of India’s senior-most economic policymakers and an expert on central banking, monetary policy, infrastructure and urban affairs. He is a former Deputy Governor of the Reserve Bank of India. As Deputy Governor he was in charge of monetary policy, financial markets, economic research and statistics. In addition to serving in various posts for the Indian government, including representing India in a variety of international forums such as Basel and G20, he has worked for the World Bank and headed prestigious research institutes. Dr. Mohan has written extensively on urban economics, urban development and Indian economic policy reforms.


1

24-May-16 Postal Ballot For ForAsian Paints Limited

Management Proposal

Change of place of keeping and inspection of

register and index of members, returns, etc

The Company had appointed M/s. Sharepro Services (India) Private Limited (hereinafter referred to as “Sharepro Services”) as its Registrar and Transfer Agent (hereinafter referred to as “R&TA”) with effect from 1st April, 2003.The Company had discovered certain irregularities at Sharepro Services, w.r.t. share related operations and dividend encashment activities. Further, operations of Sharepro Services are currently being investigated by Statutory Authorities over alleged misappropriation of dividends and securities of its client companies. With increasing rigor being placed on corporate compliances, advent of new regulations, intensified surveillance by the market regulator, and in order to protect the interest of shareholders, the Board of Directors of the Companyare of the opinion that the Company should appoint another entity as its R&TA which could be reliable and has the capability in handling operations commensurate to the Companyʼs size.

Accordingly, the Board of Directors of the Company at its meeting held on 14th March, 2016, on the recommendations of the Stakeholders Relationship Committee, have approved the appointment of M/s TSR Darashaw Limited, having its office at 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai – 400 011, as the R&TA of the Company with effect from 1st April, 2016.

In accordance with Section 94 and other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, the Register and Index of Members under Section 88 of the Act and copies of Annual Returns under Section 92 of the Act are required to be kept and maintained at the Registered Office of the Company.

1

24-May-16 Postal Ballot For ForAsian Paints Limited

Management Proposal

Change of place of keeping and inspection of

register and index of members, returns, etc

unless a Special Resolution is passed in a general meeting authorizing keeping of the register at any other place within the city, town or village in which the Registered Office is situated.

The Company proposes to shift its Register and Index of Members and Returns pertaining to the period(s) on or after 1st April, 2003 to the office of M/s. TSR Darashaw Limited, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai – 400 011, Maharashtra.

Accordingly, the company would maintain the Registers and Index of Members and copies of Annual Returns in the following manner:

Details of records Place of Maintenance1. Register and Index of Members under Section 150 of the Companies Act, 1956 or Section 88 of the Companies Act, 2013 (as applicable) and copies of Annual Returns underSection 159 of the Companies Act, 1956 or Section 92 of the Companies Act, 2013 (as applicable) pertaininig to the period(s) upto 31st March, 2003 Registered Office of the Company:

6A, Shantinagar, Santacruz (East), Mumbai- 400 0552. Register and Index of Members under Section 150 of the Companies Act, 1956 or Section 88 of the Companies Act, 2013 (as applicable) and copies of Annual Returns underSection 159 of the Companies Act, 1956 or Section 92 of the Companies Act, 2013 (as applicable) pertaining to the period(s) on or after 1st April, 2003 Registered Office of R&TA:

M/s. TSR Darashaw Limited, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai – 400 011


1

31-May-16 Postal Ballot For For

3-Jun-16 For For

For For

Bharat Petroleum Corporation Limited

Management Proposal

Increase in limit of total

shareholding of all registered

foreign institutional

investors(FIIs) put together from 24% up to 49% of the paid up equity

share capital of the company

In terms of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, the total holdings of all Foreign Institutional Investors ( FIIs) / SEBI approved sub-accounts of FIIs put together shall not exceed 24% of the paid-up equity capital of the Company.

This limit of 24% can be increased to the sectoral cap /statutory limit, as applicable by the Company, by passing a Special Resolution to that effect by its Shareholders. Present holding of FIIs in the Company is about 21% of paid up capital and the same has shown an increasing trend. To make more space for FIIs to invest in the equity of the Company, it is proposed to increase the present limit of FIIs shareholding in the company from 24% u p to an aggregate limit of 49% of paid up equity share capital of the Company in one or more tranches.Comments of equity research team:

We recommend voting in favor of the proposal as FII’s increasing stake in a company is viewed positively by the markets.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

Elantas Beck India Limited


Management Proposal


adopt the audited financial

statement of the Company for the


2015 along with reports of the Directors and

Auditors thereon

The Company has earned total revenue of Rs 34976.89 lakhs as on 31st December, 2015 as compared to Rs 34992.44 lakhs as on 31st December, 2014. The Company has incurred total expenses of Rs 28803.58 lakhs as on 31st December 2015 as compared to Rs 30495.72 as on 31st December, 2014.

Net profit being Rs 4175.56 lakhs as on 31st December, 2015 as compared to Rs 3160.63 lakhs as on 31st December, 2014.


The Auditors Reports dated February 23, 2016 on the financial statement of the Company for the year ended December 31st, 2015 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification or adverse mark.

However as per the applicable provisions of the Companies Act, 2013 the Company must within a period of 2 years, align its financial year according to the said provisions provided for in this regard. We may vote in favour of the same.Declaration of

dividend on equity shares for

the year 2015

We propose voting in favour of the resolution for declaration of dividend on equity shares for the year 2015.

1

3-Jun-16

For For

For For

For For



Management Proposal

To appoint a Director in place

of Mr Martin Babilas (DIN:

00428631) who retires by rotation and being eligible offers himself for re-appointment

Mr Martin Babilas (DIN: 00428631) holds the qualification of MBA. He has expertise in the field of accounting.

He is currently the CEO of ALTANA AG (Parent Company); however he does not hold directorship in any other company in India. The Director was appointed w.e.f January 1, 2016 and hence has attended only 1 Board meeting which is within the regulatory requirement. The Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 we may vote in favour of the same.

Appointment of Mr Stefan Gentan as Director of the

company

Mr Stefan Genten(07350813) was appointed as an Additional Director of the company w.e.f January 1, 2016.

He holds the qualification of business management as well as political science, economics and sociology. He is the Chief Financial Officer of the parent company i.e. ALTANA AG.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. He does not hold any directorship in India.

The Director holds office of Director upto the Annual General Meeting but is eligible for re-appointment.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of the company, we may vote in favour of the same.

Revision in the overall maximum

ceiling on remuneration to the Managing

Director

The members of the company in the Annual General Meeting held on May 6, 2015 had revised the overall maximum ceiling for salary & special allowance, performance bonus and perquisite of Mr Ravindra Kumar, Managing Director.

It is now proposed to revise the overall maximum ceiling for Performance Bonus of Mr Ravindra Kumar from Rs 50 lakhs to Rs 80 lakhs based on his performance and that of the company.

Since the proposal is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

1

3-Jun-16

For For



Management Proposal

Re-appointment of Mr Ravindra Kumar ( DIN:

06755402) as the Managing

Director of the Company

Mr Ravindra Kumar (06755402) holds the qualification of Bachelor of Chemical Technology (Oil Tech) from HBTI, Kanpur. He has more than 19 years of professional experience in chemicals, paints and polymer industries in Asia Pacific, Europe, Africa, Middle- East and India sub- continent markets.

In the Annual General Meeting held on May 06, 2015, the members had appointed Mr Ravindra Kumar for a period of three years effective 1 January, 2014.

The Board of Directors of the company, on the recommendation of Nomination and Remuneration Committee has re-appointed him for further period of 5 years from January 1, 2017 till December 31, 2021 subject to approval of members in the Annual General Meeting.

Terms and conditions of remuneration disclosed by the company is as under:

1. Salary and allowances not exceeding Rs 120 lakhs per annum.2. Performance salary not exceeding Rs 80 lakhs per annum.3 Monetary value of perquisites restricted to Rs 50 lakhs.

He has 100% attendance in Board Meeting and has also attended the previous Annual General Meeting. Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

1

3-Jun-16

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Management Proposal

Appointment of Mr Milind Talathi (DIN: 07321958) as the Whole-time Director pursuant to Sec 196, 197 and 198 of the

Companies Act, 2013

Mr Milind Talathi (DIN: 07321958) holds the qualification of Chemical Engineering from UDCT Mumbai.

He was appointed as Alternate Director to Mr Guido Forstbach. He is also in the employment of the company heading the position of Director – Manufacturing. On the recommendation of the Nomination and Remuneration Committee, on February 23, 2016 the Board of the company passed the resolution for appointing him as the whole-time director with effect from February 23, 2016 for a period of three years pursuant to Sec 196, 197 and 198 read with Schedule V of the Companies Act, 2013.

Terms and conditions of remuneration disclosed by the company is as under:

1. Salary including allowances not exceeding Rs 60 lakhs per annum.2. Performance salary not exceeding Rs 30 lakhs per annum.3. Monetary value of perquisites restricted to Rs 25 lakhs per annum.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. Further, he does not hold directorship in any other company.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

1

3-Jun-16

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For For



Management Proposal

Appointment of Price Waterhouse,

Chartered Accountants, LLP

as Statutory Auditors in place of BSR & Co. ,

LLP for the financial year

2016

The company has disclosed that the present Auditors of the company BSR & Co., LLP have expressed their desire not to be re-appointed as Auditors and have requested to consider their resignation at the ensuing Annual General Meeting. Consequent to resignation of the present Auditors.

It is proposed to appoint Ms Price Waterhouse, Chartered Accountants, LLP as statutory auditors of the company for the financial year 2016 on remuneration to be mutually decided. PWC has expressed their willingness to be appointed vide their letter dated February 11, 2016.

The company proposes to appoint the auditors for a period of one year commencing from the conclusion of the Annual General Meeting till the conclusion of the ensuing Annual General Meeting. Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year.

The appointment proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

Since the proposal is in accordance with the provisions of the Companies Act, 2013, we may vote in favour of the same.

Payment of remuneration to

the Cost Auditors of the company

for FY 2016

The Board of Directors of the company approved the appointment and remuneration of M/s Dhananjay V Joshi and Associates in its meeting held on February 2, 2016 to conduct the audit of the cost records of the company for the financial year ended December 31, 2016.

The Board also approved the remuneration not exceeding Rs 1 Lakh for the financial year subject to members’ approval at the Annual General Meeting.

Since the proposal is in accordance with the applicable provisions of the Companies Act and other applicable provisions in this regard, we may vote in favour of the same.

1

4-Jun-16 For ForBritannia Industries Limited

Court Convened Meeting

Management Proposal

Scheme of arrangement

between Daily Bread Gourmet Foods (India)

Private Limited and Britannia

Industries Limited

Details of Daily Bread Gourmet Foods( India ) Private Limited- Transferor Company

The Company was incorporated on April 25th, 2003 as CCD DAILY BREAD PRIVATE LIMITED. Subsequently it passed necessary resolution in terms of Section 21 of the Companies Act, 1956 and the name of the said company has been changed to DAILY BREAD GOURMET FOODS (INDIA) PRIVATE LIMITED

The Authorized Share Capital of the Transferor Company is Rs 30,00,00,000/- divided into 7,50,00,000 Equity Shares of Rs 4/- each. The Issued, Subscribed and Paid-Up Capital is Rs 27,67,25,672/- divided into 6,91,81,418 Equity Shares of Rs 4/- each fully paid up as at 31.03.2015. Thereafter, the Authorized Share Capital of the Transferor Company has been increased to Rs 32,00,00,000/- divided into 8,00,00,000 Equity shares of Rs 4/- each and the Issued, Subscribed and Paid-Up Capital has been increased to Rs 31,67,25,672/- divided into 7,91,81,418 Equity Shares of Rs 4/- each fully paid-up as at 23.03.2016.

Details of Britannia Industries Limited- Transferee Company:

The Company was incorporated on March 21, 1918 as THE BRITANNIA BISCUIT COMPANY LIMITED under the Indian Companies Act, 1913. Subsequently passed necessary resolution in terms of Section 21 of the Companies Act, 1956 and the name of the said company has been changed to BRITANNIA INDUSTRIES LIMITED.

The Authorized Share Capital of the Transferee Company is Rs 50, 00, 00,000/- divided into 25, 00, 00,000 Equity Shares of Rs 2/- each. The Issued, Subscribed and Paid up Share Capital is Rs 23, 98, 51,630/- divided into 11, 99, 25,815 Equity Shares of Rs 2/- each as at 31.03.2015. Thereafter, such Issued, Subscribed and Paid-up Share Capital has since been increased to Rs 23,99,51,630/- divided into 11,99,75,815 Equity Shares of Rs 2/- each as at 31.12.2015.

1

4-Jun-16 For ForBritannia Industries Limited


Management Proposal


between Daily Bread Gourmet Foods (India)

Private Limited and Britannia

Industries Limited

The Transferee Company is a leading food company in India, delivering products in over five categories (i.e, biscuits, breads, dairy, cakes and rusks) through 3.5 million distributors/retail outlets across India.

Rationale and Benefits of the Scheme(Demerger) as submitted by the company:

i. Focused business approach to the respective line of business of both Transferor and Transferee Companies ii. emergence of uniform manufacturing process iii. benefit of financial resources, managerial, technical and marketing expertise of Transferee Company shall be available to the erstwhile independent B2C units of Transferor Company iv. synergy in operations, economies in costs and other benefits resulting from the economies of scale, by combining the demerged businesses and operations of the Transferor Company with that of the Transferee Company

Comments of equity research team:The resolution is for demerging a part of Britannia’s subsidiary, Daily Bread Gourmet Foods (India) Private Ltd. and transferring it to the parent company, i.e. Britannia. Under this, the Manufacturing business and Retail sales business will be transferred to Britannia while the institutional sales business will be retained with Daily Bread Gourmet Pvt Ltd. This is being done due to better synergies with the parent company and ability to better leverage brand and other capabilities.

We recommend voting in favor of the resolution.

Conclusion:Since the proposal for the scheme of arrangement( demerger) is in accordance with the applicable provisions of the Companies Act, 1956, other applicable provisions in this regard and keeping in view the recommendation of equity research team, we may vote in favour of the same.

1

4-Jun-16 Postal Ballot For ForYes Bank Limited

Management Proposal

Increase in authorized share

capital and consequent

amendments to Memorandum of Association of the

Bank

The Ministry of Finance, Government of India, has vide its gazette notification dated January 17, 2013 notified the Banking Laws (Amendments) Act, 2012 making certain amendments to the Banking Regulation Act, 1949. In the context of the above, RBI vide its letter dated October 23, 2013 has advised all private sector banks to make necessary amendments to their Memorandum of Association (MoA) and Articles of Association (AoA) aligning them with the enabling provisions of the Banking Laws (Amendments) Act, 2012.

One of the amendments was to Section 12(1)(ii) of the Banking Regulation Act, 1949, allowing the Banking Companies to raise the capital by issue of preference shares in addition to the equity shares, in accordance with the guidelines framed by RBI.

The present authorized capital of the Bank is of Rs 600 crore consisting of 60 Crore Equity Shares of Rs 10 each. Whereas the subscribed and paid up capital of the Bank, as on April 27, 2016, is Rs 420.75 Crore consisting of 42,07,54,791 Equity Shares of Rs 10 each which is around 70% of the authorized Capital. The Board of Directors, therefore, considering the fact that Banks are allowed to raise capital by way of issue of preference shares and to have the headroom for preference share capital, proposed to increase the authorized share capital of the Bank from Rs 600 crore consisting of 60 crore Equity Shares of Rs 10 each to Rs 800 Crore consisting of 60 Crore Equity Shares of Rs 10 each and 2 Crore Preference Shares of Rs 100 each. The preference shares would be issued based on the funds requirements of the Bank in compliance with the applicable guidelines of RBI and any other extant applicable laws.

Comments of Equity research team:

The resolution pertains to Increase in Authorised Share Capital and consequent amendments to Memorandum of Association of the Bank, Amendments to the Main Objects and other Clauses of the Memorandum of Association of the Bank and Amendments to Articles of Association of the Bank. These are decisions taken in the regular course of working of a bank and hence we suggest voting in favour of the resolution.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and keeping in view the recommendation of equity research team, we may vote in favour of the same.

1

4-Jun-16 Postal Ballot

For For

Yes Bank Limited

Management Proposal

Amendments to the ‘Main

Objects’ and other clauses of

the Memorandum of Association of

the Bank

The Bank has been consciously improving the granularity on both sides of the balance sheet, with significant progress being made on critical CASA and retail liabilities along with steady progress on Retail and SME lending. As at March 31, 2016, the Balance Sheet size of the Bank stands at Rs 1,65,263 crore and total capital funds are at Rs 21,874 crore, resulting in a Capital Adequacy ratio of 16.5%.

In order to further strengthen its overall presence in various business segments and to provide a comprehensive suite of products to Retail and Corporate Customers, the Board has proposed to amend Memorandum of Association (MoA).

Furthermore, the MoA of the Bank, as currently in force, was originally adopted when the Bank was incorporated under the Companies Act, 1956.

The company has disclosed that the approval of Reserve Bank of India has been received vide its letter dated January 06, 2016 on the proposed amendments to the Object Clause of the MoA of the Bank and for the other amendments to MoA as provided hereinabove .

Since the proposal is in order to align the provisions with the applicable provisions of the Companies Act, 2013 and for allied business purpose and is in conformity with the applicable provisions in this regard, we may vote in favour of the same.

1

10-Jun-16 Postal Ballot For ForBharti Infratel Limited

Management Proposal

Approval for buy-back of equity shares of the

company

The company has disclosed that the buy-back is being proposed by the Company to return surplus fund to the shareholders, which are over and above its ordinary capital requirements and in excess of any current investment plans, in an expedient, efficient and cost effective manner.

Additionally, the Company’s management strives to increase shareholder’s value and the Buy-back would result in, amongst other things:

• Improving earnings per share;• Improving return on capital employed (ROCE) and return on equity (ROE);• Achieving optimal capital structure;• Mitigating the short term market volatility;• Enhancing shareholder’s confidence;• The Buy-back will help the Company to distribute surplus cash to its members holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to members;• The Buy-back, which is being implemented through the Tender Offer route as prescribed under the Buy-back Regulations, would involve allocation of 15% of the outlay to small shareholders. The Company believes that this reservation of 15% for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder”;• The Buy-back gives an option to the members holding Equity Shares of the Company, who can either (i) choose to participate and get cash in lieu of Equity Shares to be accepted under the Buy-back Offer or;

1


Management Proposal


company

(ii) choose to not participate and enjoy a resultant increase in their percentage shareholding, post the Buy-back Offer, without additional investment.

The maximum amount required under the Buy-back will not exceed Rs. 2,000 crores (which is 19.3% of the total paid-up equity capital and free reserves as per the audited accounts of the Company for the financial year ended March 31, 2016)excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc. The Buy-back would be funded out of free reserves of the Company.

The Equity Shares are proposed to be bought back at a price not exceeding Rs. 450/- per Equity Share. The Maximum Buy-back Price has been arrived at after considering many factors, including, but not limited to the trends in the volume weighted average prices of the Equity Shares of the company where the Equity Shares of the Company are listed during last one year, three months and two weeks, the networth of the Company, price earnings ratio and impact on other financial parameters and the possible impact of Buy-back on the earnings per share.

The Maximum Buy-back Price represents a premium of 20.6% and 21.1% over the volume weighted average price of the equity shares on BSE and on NSE respectively for 3 months preceding April 21, 2016 (the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy-back) and 17.3% and 16.8% over the volume weighted average price of the Equity Shares on the BSE and on the NSE, respectively for 2 weeks preceding April 21, 2016

1


Management Proposal


company

(the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy-back). It represents a premium of 11.6% and 9.7% over the volume weighted average price of the Equity Shares on the BSE and on the NSE respectively for 12 months preceding April 21, 2016 (the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy-back).

While the Board of the Company shall decide the final Buy-back price, but at the Maximum Buy-back Price of Rs. 450/- per Equity Share and for the Maximum Buy-back Size not exceeding Rs. 2,000 crores, the indicative maximum number of Equity Shares that can be bought back would be 44,444,444 fully paid-up Equity Shares, representing 2.34% of the total issued and paid up equity capital of the Company.

Merely, as an illustration if the final Buy-back price as decided by the Board is Rs. 435/- per Equity Share, then the number of Equity Shares that can be bought back would be 45,977,011.


View: Due to following points given below, we recommend voting in favour.1. The Buy-back being proposed will help to achieve optimum capital structure.2. Improve Return on Capital Employed & Return on Equity (ROE).3. Improve Earning per share (EPS)4. Report addressed to the Board of Directors by the company’s auditors which substantiates the Buy-back according to the regulations of SEBI & Companies Act, 2013.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, other applicable provisions in this regard and taking into consideration the recommendation of the equity research team, we may vote in favour of the same.

1

13-Jun-16 Vedanta Limite Postal Ballot For For

16-Jun-16 Postal Ballot For For

Management Proposal

Approval to Increase in limits

u/s 186 of the Companies Act, 2013 for Inter-

Corporate Loans, Investments and Guarantees and

Security in connection with loan(s) from Rs 60,000 Crore to

Rs 80,000 Crore.

As per Section 186 of the Companies Act, 2013, the Board of Directors of any Company can invest / give loans /guarantees or provide security upto (i) 60% of its paid up share capital, free reserves and securities premium account or (ii) 100% of its free reserves and securities premium account, whichever is higher (prescribed limits). Investment / loan / guarantee / security beyond the prescribed limits, would require the approval / consent of the members by way of special resolution.

The members of the Company vide Postal Ballot approval dated October 11, 2014 had approved a limit of Rs 60,000 crore for making loans, investments, guarantees and security from time to time. The Company may have to make further inter corporate investments, loans, guarantees or security in connection with a loan and hence has sought approval for increasing the limit from Rs 60,000 crore to Rs 80,000 crore.

Comments of equity research team:Such transactions are normal in the course of business and we recommend voting in favour.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

Mahindra & Mahindra Financial Services

Management Proposal

Increase in Borrowing limits from Rs. 50,000

crores to Rs. 55,000 crores under section

180(1)(c) of the Companies Act,

2013 and creation of charge on the

assets of the Company under section 180(1)(a)

of the Act

In terms of the provisions of section 180(1)(c) of the Act, the Board of Directors of a company cannot borrow moneys in excess of the amount of the paid-up capital of the company and its free reserves without the approval of the Members by way of a Special Resolution.

The Members by a Special Resolution passed by means of a Postal Ballot Voting process on 17th June, 2015, had empowered the Board of Directors of the Company to borrow moneys upto Rs. 50,000 crores even though such borrowing would be in excess of the paid-up share capital and free reserves of the Company.

The moneys so borrowed by the Company and outstanding as at 31st March, 2016 amounted to Rs. 29,452.31 crores. During the year 2015-16, the Company has disbursed approximately Rs. 26,706.33 crores and it has plans to disburse over Rs. 35,000 crores during the current year, for financing the Mahindra range of vehicles and tractors and for other products like Cars, Commercial Vehicles, Construction Equipment, Pre-owned Vehicles, etc., of reputed automobile manufacturers, for Invoice Discounting and SME Financing.

1

16-Jun-16 Postal Ballot For For

For For


Management Proposal

Increase in Borrowing limits from Rs. 50,000

crores to Rs. 55,000 crores under section

180(1)(c) of the Companies Act,

2013 and creation of charge on the

assets of the Company under section 180(1)(a)

of the Act

In order to further expand its business and to meet increased financial needs for the budgeted disbursements, it is proposed to enhance the borrowing limits of the Company to Rs. 55,000 crores.Comments of equity research team:

For items 1 we recommend voting in favour as it concern regular business functions.


Issue of Non-Convertible Debentures including

Subordinated Debentures, in

one or more tranches,

aggregating upto Rs. 24,500 crores

on a Private Placement basis.

In terms of section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company offering or making an invitation to subscribe to Non-Convertible Debentures on a private placement basis, is required to obtain the prior approval of the Members by way of a Special Resolution. Such an approval by a Special Resolution can be obtained once a year for all the offers and invitations for such NCDs during the year.

The Members by a Special Resolution passed by means of a Postal Ballot Voting process on 17th June, 2015, had approved of the issuance of NCDs and/or other debt securities on a private placement basis, in accordance with the provisions of the Act, for a period of one year from the date of passing of the Special Resolution. NCDs including Subordinated Debentures issued on a private placement basis constitute a significant source of borrowings for the Company. The aggregate borrowings of the Company at present is approximately Rs. 29,452.31 crores, of which NCDs including Subordinated Debentures, compriseRs. 10,832.70 crores.

It is proposed to offer or invite subscriptions for NCDs including Subordinated Debentures, in one or more tranches, aggregating upto Rs. 24,500 crores on a private placement basis, during the period of one year from the date of passing of the Special Resolution by the Members, within the overall borrowing limits of the Company, as may be approved by the Members from time to time, with authority to the Board to determine the terms and conditions, including the issue price of the NCDs, interest, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit.Comments of equity research team:For items 2 we recommend voting in favour as it concerns regular business functions.Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

1


For For

For For


Management Proposal

Re-appointment of Mr. Ramesh Iyer, Managing

Director designated as

“Vice-Chairman & Managing

Director” of the Company

Mr. Ramesh Iyer was re-appointed as the Managing Director of the Company by the Board of Directors at its Meeting held on 25th April, 2011 for a period of five years with effect from 30th April, 2011. The Members at the 21st Annual General Meeting of the Company held on 29th July, 2011 had approved the said re-appointment and remuneration payable to him as the Managing Director of the Company.

The Board of Directors of the Company at its Meeting held on 23rd April, 2014, had pursuant to the approval of the Nomination and Remuneration Committee and subject to the approval of the Members, approved the revision in the remuneration payable to him as Managing Director of the Company with effect from 1st August, 2014 till the remainder of his term of office.

The Members at the 24th Annual General Meeting of the Company held on 24th July, 2014 had approved the revision in the remuneration payable to him with effect from 1st August, 2014 till the remainder of his term of office.

The Board of Directors of the Company at its Meeting held on 18th March, 2016, had pursuant to the recommendation of the Nomination and Remuneration Committee appointed Mr. Ramesh Iyer as the Vice-Chairman of the Board of Directors of the Company designated as “Vice-Chairman & Managing Director”.Considering the performance of the Company, the Vice-Chairman & Managing Director’s contribution towards the growth, his increasing responsibilities and trend in the industry,

the Board of Directors of the Company at its Meeting held on 23rd April, 2016, has pursuant to the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, approved the re-appointment and scale of salary and the other terms of remuneration including perquisites and commission payable to him as the Vice-Chairman & Managing Director of the Company with effect from 30th April, 2016, for a period of 5 (five) years.

He has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorships in 8 other companies.


Appointment of Mr. V. Ravi as a

Director.

The Board of Directors has pursuant to the approval of the Nomination and Remuneration Committee of the Board appointed Mr. V. Ravi as an Additional Director of the Company with effect from 25th July, 2015.

Based on the recommendation of the Committee, the Board has appointed Mr. V. Ravi as a Whole-time Director designated as “Executive Director & Chief Financial Officer” for a period of 5 (five) years with effect from 25th July, 2015 to 24th July, 2020 and approved his remuneration, subject to the approval of the Members by a Special Resolution. He holds office upto the date of the ensuing Annual General Meeting.

Since the Director was appointed during the financial year, his attendance in board meeting cannot be taken into consideration.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

1


For For

For For


Management Proposal

The Board of Directors has pursuant to the approval of the Nomination and Remuneration Committee of the Board appointed Mr. V. Ravi as an Additional Director of the Company with effect from 25th July, 2015.

Based on the recommendation of the Committee, the Board has appointed Mr. V. Ravi as a Whole-time Director designated as “Executive Director & Chief Financial Officer” for a period of 5 (five) years with effect from 25th July, 2015 to 24th July, 2020 and approved his remuneration, subject to the approval of the Members by a Special Resolution. He holds office upto the date of the ensuing Annual General Meeting.

Since the Director was appointed during the financial year, his attendance in board meeting cannot be taken into consideration.


Appointment of Mr. V. Ravi as a

Whole-time Director

designated as “Executive

Director & Chief Financial Officer” of the Company.

Appointment of Dr Anish Shah as

a Director

The Board of Directors has pursuant to the recommendation of the Nomination and Remuneration Committee of the Board appointed Dr. Anish Shah as an Additional Director of the Company with effect from 18th March, 2016.

He holds office up to the date of the forthcoming Annual General Meeting of the Company under section 161 of the Companies Act, 2013 and Article 147 of the Articles of Association of the company.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration.


1

18-Jun-16 Infosys Limited AGM For For

For For

For For

For For

Management Proposal


statements

The Company has earned total revenue of Rs 56992 crores as on 31st March 2016 as compared to Rs 50637 crores as on 31st March 2015.

The Company has incurred total expenses of Rs 39335 crores as on 31st March 2016 as compared to Rs 34251 crores as on 31st March, 2015.

Net profit being Rs 15786 crores as on 31st March, 2016 as compared to Rs 12164 crores as on 31st March, 2015.

Consolidated :

The Company has earned total revenue of Rs 65569 crores as on 31st March 2016 as compared to Rs 56749 crores as on 31st March 2015.

The Company has incurred total expenses of Rs 46587 crores as on 31st March 2016 as compared to Rs 39465 crores as on 31st March, 2015.

Net profit being Rs 13678 crores as on 31st March, 2016 as compared to Rs 12372 crores as on 31st March, 2015.


The Auditors Reports dated April 15, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

Management Proposal


We propose voting in favour of the resolution for declaration of final dividend of Rs 14.25 per equity share and for approving the interim dividend of Rs 10 per equity share, already paid during the year; for the year ended March 31, 2016.

Management Proposal

Appointment of Dr Vishal Sikka as Director liable

to retire by rotation

Shri Vishal (DIN: 06897177 was appointed on the Board with effect from June 14, 2014.

Under the terms of appointment, the Executive Directors are liable to retire by rotation. Shri Vishal was appointed as whole-time Director liable to retire by rotation on June 14, 2014 and as the Chief Executive Officer and Managing Director from August 1, 2014 to June 13, 2019 which was approved in the extra-ordinary general meeting held on July 30, 2014. He was

Management Proposal

Appointment of Auditors

The company proposes to ratify the appointment of M/s B S R and Co, LLP (Chartered Accountants) who were appointed as Auditors of the company w.e.f June 14, 2014.


1

21-Jun-16 AGM For For

For For

For For

Gruh Finance Limited

Management Proposal

Adoption of audited financial

statement and reports of the

Board of Directors and the Auditors thereon

for the year ended March 31, 2016

The Company has earned total revenue of Rs 1275.40 crores as on 31st March, 2016 as compared to Rs 1060.32 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 913.70 crores as on 31st March 2016 as compared to Rs 759.48 crores as on 31st March, 2015.

Net profit being Rs 243.58 crores as on 31st March, 2016 as compared to Rs 203.80 crores as on 31st March, 2015.

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

The Auditors Reports dated April 19, 2016 on the standalone and consolidated financial statements of the Company for the year ended December 31, 2015 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.

We may vote in favour of the same.

Management Proposal

Declaration of Dividend on equity shares

We propose voting in favour of the resolution for declaration of dividend on equity shares for the financial year ended March 31, 2016.

Management Proposal

Re-appointment of Mr Keki M Mistry( DIN:

00008886) who retires by rotation

Mr Keki M Mistry (DIN: 00008886) was a appointed on the Board w.e.f July 28, 2000 .

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 10 other companies including private companies.



1

21-Jun-16 AGM

For For

For For

For For


Management Proposal

Re-appointment of Ms Renu

Karnad (DIN: 00008064) who

retires by rotation

Ms Renu Karnad (00008064) who is the Managing Director of HDFC, holds a masters degree in Economics from the University of Delhi and is a law graduate. She was appointed on the Board w.e.f July 28, 2000.

She holds directorships in 10 other companies and has 100% attendance in board meetings and has also attended the previous annual general meeting.



Management Proposal

Ratification of appointment of M/s Sorab S.

Engineer & Co. as Auditors and

fixing their remuneration

The company proposes to ratify the appointment of M/s Sorab Engineer & Co. as Auditors for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing AGM and to fix their remuneration.


Management Proposal

Approval of increase in the

borrowing powers from Rs 12000

crores to Rs 15000 crores

under the provisions of Sec 180(1)(c) of the Companies Act,

2013

The amount consequent to loans borrowed by the Board of Directors on behalf of the company shall not exceed Rs 12,000 crores at any point. As at March 31, 2016 the total borrowings of the company amounted to Rs 10,244.40 crores. In view of the expected growth in business of the company it may be necessary for the company to borrow money from various sources consequent to which the amount outstanding could exceed the present limit of Rs 12,000 crores. The company has disclosed that the said resolution would also include the sub limit of Rs 3,615 crores for the proposed borrowing of NCDs.

The company proposes the borrowing powers from Rs 12000 crores to Rs 15000 crores.


These are decisions taken in the regular course of business in the running of bank and hence we recommend voting in favour of it.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

1

21-Jun-16 AGM

For For


Management Proposal

Approval for issuance of

redeemable Non Convertible Debentures

(NCDs) upto an amount not

exceeding Rs 3500 crore and

issuance of unsecured

redeemable subordinated Debt- Tier II

NCDs upto an amount of Rs 115

crore ( both aggregating to Rs

3615 crores)

At the 29th AGM of the company held on June 26, 2015, the members had approved borrowing by NCDs upto an amount not exceeding Rs 2000 crores and unsecured redeemable subordinated debt upto an amount of Rs 115 crores both aggregating to Rs 2115 crores, on private placement basis. The company has during the financial year 2015-2016, raised NCDs aggregating to Rs 197 crores through private placement.

As at March 31, 2016 the total borrowings of the company of Rs 10,244.40 crores, are inclusive of Non- Convertible Debentures of Rs 847 crores and unsecured redeemable subordinated debt Tier II NCDs of Rs 35 crores.

The NCDs proposed to be raised through onshore/offshore issuances, shall be within the overall borrowing limit of Rs 15000 crores. Comments of equity research team: Resolution 7 pertains to issue of redeemable NCDs upto an amount not exceeding Rs.3500cr and to issue unsecure redeemable subordinated debt—Tier 2 NCDs upto an amount of Rs.115cr both aggregating to Rs.3615cr on a private placement basis. This is a decision taken in the regular course of business in the running of bank and hence we recommend voting in favour of it.


1

24-Jun-16 Bank of Baroda AGM For For

27-Jun-16 ITC Limited Postal Ballot For For

Management Proposal

To discuss, approve and

adopt the Balance Sheet of the Bank as at 31st March 2016, Profit and Loss Account for

the year ended 31st March, 2016, the report of the

Board of Directors on the

working and activities of the

Bank for the period covered by the accounts and

the Auditor’s Report on the Balance Sheet and Accounts.

The Company has earned total revenue of Rs 49060,13,90 thousand as on 31st March 2016 as compared to Rs 47365,55,20 thousand as on 31st March 2015.

The Company has incurred total expenses of Rs 54455,67,63 thousand as on 31st March 2016 as compared to Rs 43967,11,67 thousand as on 31st March, 2015.

Net profit/loss being Rs (5395,53,73) thousand as on 31st March, 2016 as compared to Rs 3398,43,53 thousand as on 31st March, 2015.

Consolidated :

The Company has earned total revenue of Rs 51791,16,54 thousand as on 31st March 2016 as compared to Rs 50364,23,64 thousand as on 31st March 2015.


Net profit being Rs (5053,08,75) thousand as on 31st March, 2016 as compared to Rs 3832,69,14 thousand as on 31st March, 2015.

No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.We may vote in favour of the same.

Management Proposal

Increase in the Authorised

Share Capital of the Company.

The company considers it desirable that the Share Capital of the Company be enlarged commensurate with the nature and size of your Company including the need to issue further Ordinary Shares to give effect to the recommendation of Bonus Shares.

Article 48 of the Articles of Association of the Company read with Section 61 of the Companies Act, 2013 permits your Company to increase its Share Capital by Ordinary Resolution.

Further, the existing Article 4 of the Articles of Association of the Company specifies the present Share Capital of your Company and accordingly, substitution of the said Article is considered necessary to reflect the increased share capital.


We recommend voting in favour of the resolution as the authorization of capital is in order to facilitate bonus issue.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

1

27-Jun-16 ITC Limited Postal Ballot

For For

The company considers it desirable that the Share Capital of the Company be enlarged commensurate with the nature and size of your Company including the need to issue further Ordinary Shares to give effect to the recommendation of Bonus Shares.

Article 48 of the Articles of Association of the Company read with Section 61 of the Companies Act, 2013 permits your Company to increase its Share Capital by Ordinary Resolution.

Further, the existing Article 4 of the Articles of Association of the Company specifies the present Share Capital of your Company and accordingly, substitution of the said Article is considered necessary to reflect the increased share capital.


We recommend voting in favour of the resolution as the authorization of capital is in order to facilitate bonus issue.


Management Proposal

Amendment to Article 4 of the

Articles of Association of the

Company

1

27-Jun-16 ITC Limited Postal Ballot


Issue of Bonus Shares in the

proportion of 1 Bonus Share of Rs 1/- each for

every existing 2 fully paid-up

Ordinary Shares of Rs 1/- each

The Board of Directors of the company have proposed the issue of shares by way of bonus shares by increasing the issued, subscribed and paid-up share capital of the company to a sum not exceeding Rs 1215,18,04,592/- after capitalizing a sum not exceeding Rs 410,45,97,601/- from the Securities Premium Account / Free Reserves, as appropriate, as per the Audited Financial Statements of the Company for the financial year ended 31st March, 2016 and the same is proposed to be applied in paying up in full not exceeding 410,45,97,601 ordinary shares of Rs 1/- each.

The amount to be capitalised under this Item includes the amount necessary for issue of Bonus Shares upon exercise up to a maximum of 1,61,98,821 Options (equivalent to 16,19,88,210 Ordinary Shares) by the Optionees in accordance with the Employee Stock Option Schemes of the Company as vested or would vest prior to 4th July, 2016 being the 'Record Date' determined by the Board of Directors of the company for the purpose of issue of Bonus Shares, and shall stand reduced to the extent such Options are not exercised prior to the Record Date.

The company has disclosed that consequent upon issue of Bonus Shares, in accordance with the provisions of the Schemes read with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, appropriate adjustments will be made in respect of Options remaining unexercised, whether vested or not, on the Record Date with respect to the number of Options and the Exercise Price.

The fully paid-up Bonus Shares shall be distributed to the Members whose names shall appear in the Register of Members of the Company in the proportion of 1 (One) Bonus Share of Rs 1/- each for every existing 2 (Two) fully paid-up Ordinary Shares of Rs 1/- each held by them respectively on the Record Date.


Vote in favor of bonus issue because it rewards the shareholders.


1

28-Jun-16 AGM For For

For For

Asian Paints Limited

Management Proposal

Adoption of the audited financial

statements including audited

consolidated financial


financial year ended 31st

March, 2016 together with the

reports of theBoard of

Directors and Auditorsʼ thereon

The Company has earned total revenue of Rs 12,871.18 crores as on 31st March 2016 as compared to Rs 11,835.65 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 10,166.32 crores as on 31st March 2016 as compared to Rs 9,638.31 crores as on 31st March, 2015.

Net profit being Rs 1,597.43 crores as on 31st March, 2016 as compared to Rs 1,327.40 crores as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 15,734.86 crores as on 31st March 2016 as compared to Rs 14,352.52 crores as at 31st March 2015

The Company has incurred total expenses of Rs 12,725.52 crores as on 31st March, 2016 as compared to Rs 11947.40 crores as at 31st March , 2015

Net profit being 1,779.27 crores as on 31st March, 2016 as compared to Rs 1427.33 crores as at 31st March, 2015.


The Auditors Reports dated May 11, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of final dividend on

equity shares

We propose voting in favour of the resolution for declaration of final dividend on equity shares.

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Management Proposal

Re-appointment of Shri Mahendra

Choksi (DIN: 00009367) as a Director of the

Company

Shri Mahendra Chokshi (DIN: 00009367) was first appointed on the Board with effect from November 27, 1992.

He holds the qualification of B.Chem. Engg and has expertise in the field of chemical industry particularly in ‘Synthetic Resins’.

The company has disclosed that Shri Mahendra Chokshi holds relationship with other Director namely that he is the brother of Shri Ashwin Chokshi.

He has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He does not hold directorship in any other company.


Management Proposal

Re-appointment of Shri Malav

Dani (DIN:01184336) as a Director of the Company

Shri Malav Dani (DIN: 01184336) was first appointed on the Board with effect from October 21, 2013. He holds the qualification of B.S and MBA. Shri Malav Dani is a recipient of the ‘Yuva Icon Award’ presented by Dr. A.P.J Abdul Kalam for displaying exemplary determination towards positively impacting the future of the nation.

In addition to this, he has also received the ‘Business Game Award’ by NDTV Profit & British Trade Council, the ‘Udyog Rattan Award’ by Institute of Economic Studies & the ‘Asia Pacific Entrepreneurship Award 2015, India’ by Enterprise Asia.

The company has disclosed that the Director has relationship with other Director namely that he is the son of Shri Ashwin Dani.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 2 other companies.


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Management Proposal

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

Auditors of the company

The company proposes to appoint M/s B S R & Co. LLP, Chartered Accountants as Joint Statutory Auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing AGM.


Keeping in view of the above, we may vote for the same.

Management Proposal

Appointment of M/s. Deloitte

Haskins & Sells, LLP, Chartered Accountants as the Statutory

Auditors of the Company

The Board proposes to appoint M/s Deloitte Haskins & Sells, LLP, Chartered Accountants as the statutory auditors of the company for a period of 5 years commencing from the conclusion of this annual general meeting subject to ratification by members at every annual general meeting.


Management Proposal

Ratification of remuneration

payable to M/s. RA & Co., Cost

Accountants Cost Auditors of the

Company for the financial year ending 31st March, 2017

The Board of Directors at its meeting held on 11th May, 2016, on the recommendations of the Audit Committee, had approved the appointment of M/s. RA & Co., Cost Accountants, as the Cost Auditor for audit of the cost accounting records of the Company for the financial year ending 31st March, 2017, at a remuneration not exceeding Rs 5.50 lacs excluding service tax and reimbursement of out of pocket expenses at actual, if any, in connection with the audit.


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Management Proposal

To consider and adopt:

a) The audited financial


financial year ended on 31st

March, 2016 andthe Reports of the

Board of Directors and

Auditorsthereon.

The Company has earned total revenue of Rs 6,44,131 lakhs as on 31st March 2016 as compared to Rs 5,59,529 lakhs as on 31st March 2015.

The Company has incurred total expenses of Rs 5,15,850 lakhs as on 31st March 2016 as compared to Rs 4,79,253 lakhs as on 31st March, 2015.

Net profit being Rs 70,571 lakhs as on 31st March, 2016 as compared to Rs 46,333 lakhs as on 31st March, 2015.


The Auditors Reports dated April 29 , 2016 on the standalone financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

b) The audited consolidated

financial statements of theCompany for the

financial year ended on 31st

March,2016 and the Report of the

Auditors thereon.

The Company has earned total revenue of Rs 13,41,324 lakhs as on 31st March 2016 as compared to Rs 12,08,769 lakhs as on 31st March 2015.

The Company has incurred total expenses of Rs 10,58,524 lakhs as on 31st March 2016 as compared to Rs 9,72,789 lakhs as on 31st March, 2015.

Net profit being Rs 1,31,161 lakhs as on 31st March, 2016 as compared to Rs 1,18,730 lakhs as on 31st March, 2015.


The Auditors Reports dated April 29 , 2016 on the consolidated financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


equity shares.

We recommend voting in favour of the resolution for declaration of dividend on equity shares for the financial year ended March 31, 2016.

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Management Proposal


of Mr. Kalyan Banerjee (DIN:00276866), who

retires by rotation and being eligible,

offers himself for re-appointment

Mr Kalyan Banerjee (DIN: 00276866) was appointed on the Board with effect from October 21, 2003.

He holds the qualification of chemical engineering and has been associated with the group since inception. He has held various important positions in commercial, education and social fields.

He has 80% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorship in one other company.

The Director is liable to retire by rotation and being eligible offers himself for re-appointment.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

To appoint a Director in place of Mr. Rajnikant Devidas Shroff

(DIN: 00180810), who retires by

rotation

Shri Rajnikant Devidas Shroff (DIN: 00180810), was appointed on the Board with effect from October 1, 1992.

He is Chairman and Managing Director of the Company. He holds a bachelors’ degree in chemistry from Bombay University, he has also completed a Company Management Programme from Harvard University and a course in Chemical Plant Design and Layout. He has been associated with the group since inception. He has extensive experience in the chemical industry and has been closely involved with the Research and Development of all the Group’s products. His technical expertise was instrumental in United Phosphorus Limited winning the Government’s Gold Shield Award. He has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorships in 8 other companies.


The company has disclosed that he has relationship with other Directors of the company namely that he is the husband of Mrs S R Shroff and father of Mr J R Shroff and Mr V R Shroff.


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Management Proposal

To appoint auditor’s and fix

their remuneration

The company proposes to appoint M/s S R B C & Co. LLP as statutory auditors for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting. Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year.

Keeping in view of the above, we may vote for the same

Management Proposal

To appoint Mr. Vasant Prakash Gandhi (DIN:

00863653) as an Independent


Mr Vasant Gandhi (00863653) has been appointed by the Board of Directors as an Additional Director in the category of Independent Director of the Company w.e.f 23rd November, 2015 and who holds office up to the date of the ensuing AnnualGeneral Meeting under Section 161 of the Companies Act, 2013.

Since the Director was appointed during the financial year his attendance in Board Meetings cannot be taken into consideration. He holds directorships in 2 other companies.


Management Proposal

To approve the remuneration of

the Cost Auditors for the financial

year ending March 31, 2017

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/S. RA & Co., Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2017.

The remuneration proposed for the financial year ending March 2017 is Rs 6, 25,000/- plus service tax as applicable.


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Management Proposal

Private placement of Non-

Convertible Debentures

As per Sections 42 and 71 of the Act, read with the Rules framed thereunder, a company offering or making an invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis, is required to obtain the prior approval of the Members by way of a Special Resolution. Such an approval canbe obtained once a year for all the offers and invitations made for such NCDs during the year.

NCDs, issued on private placement basis, are a significant source of borrowings for the Company. The approval of the Members is being sought by way of a Special Resolution under Sections 42 and 71 of the Act read with the Rules made thereunder, to enable the Company to offer or invite subscriptions of NCDs on a private placement basis, in one or more tranches for an amount not exceeding Rs 3,000 crores during the period of one year.

Comments of equity research team: We have no objections to raising of cash via private-placement of NCD’s as the company’s debt-equity ratio is in a comfortable position.


Hindustan Zinc Limited


Management Proposal

To consider and adopt the Audited

Financial Statements &

other documents







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Management Proposal

To approve total dividend for FY

2015-16

We recommend voting in favour of the resolution for declaration of dividend for the financial year 2015-16.

Management Proposal

To re-appoint Ms. Sujata Prasad as

Director

Ms Sujata Prasad (DIN: 6587461), is a nominee Director nominated by the Government of India.

She holds the qualification of B.A, M.A and Diploma from Harvard school of Public Health. She is Joint Secretary & Financial Advisor in Ministry of Mines, Corporate Affairs and Youth Affairs & Sports, Government of India.

She has held senior managerial positions in different ministries and departments of the Central Government, including her last stint as Head of Training & Research Institute of the Ministry of Finance. Moreover, she has been Senior Financial Advisor of the All India Institute of Medical Science for five years.

She has 70 % attendance in Board Meetings however she has not attended the previous AGM. She holds directorships in 3 other public companies.



Management Proposal

To appoint S.R. Batliboi & Co.

LLP as Statutory Auditors

The company proposes to appoint S R Batliboi & Co., LLP as statutory auditors for a period of five years commencing from the conclusion of this Annual General Meeting subject to ratification by members at every annual general meeting.


Management Proposal

To approve the remuneration of the Cost Audito

The company proposes payment of remuneration of Rs. 1.80 lacs to M/s K.G. Goyal & Company, Cost Accountants (Firm Registration No. 000017) who were re-appointed by the Board of Directors of the Company as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2017.


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Management Proposal

To appoint Mr. Sudhir Kumar as

Independent Director

Mr Sudhir Kumar (DIN: 00267742) was appointed on the Board w.e.f November 30, 2015.

He holds the qualification of B.Sc and Diploma in Management and French. He holds Masters of Science with specialisation in Physics and Bachelor of Science with specialisation in Physics, Chemistry and Maths.

He has held senior managerial position in different ministries and departments of the Central Governments, including his last stint as Secretary, Department of Food and Public Distribution in Ministry of Consumer Affairs, Food and Public Distribution.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. He does not hold directorship in any other company.


Management Proposal

To extend tenure o f Mr. Akhilesh Joshi as Whole-

time Director

Mr Akhilesh Joshi (DIN: 01920024) holds the qualification of B.E. (Mining), post graduate Diploma in economic evaluation of mining projects from School of Mines, Paris.

He joined the Company in 1976 and held various positions. He was ChiefOperating Officer & Whole-time Director from October, 2008 to January, 2012 and thereafter Chief Executive Officer & Whole-time Director from February, 2012 to September, 2015 and thereafter continuing as Whole-time Director.

He has more than 40 years of rich experience in mining and smelting. He has actively contributed in the Company's growth and was fully involved in strategic as well as day to day management of the Company's business, expansion projects etc.

He has 100% attendance in board meetings and has also attended the previous annual general meeting. He holds directorships in 2 other companies.


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Management Proposal

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

Mr Sunil Duggal(DIN: 07291685) was appointed on the Board w.e.f October 1, 2015. He holds the qualification of B.E. (Electical), alumni of IMD, Lausanne Switzerland and IIM, Kolkata

He joined the Company in August, 2010 and has held different positions in the last five years as Executive Director, Chief Operating Officer and his last stint was Deputy Chief Executive Officer of the Company.

He has 32 years of rich manufacturing industry experience in project management, operations, HR and supply chain management and has been a significant driver of Hindustan Zinc's growth in recent years. He has put in outstanding efforts on sustainability & safety awareness, developed best-in-class mining and smelting practices, accelerated mechanisation and automation of operational activities and has played a lead role in successful ramp up of underground mining projects and commissioning of new smelting & refining units of the Company.

Since the Director was appointed during the financial year his attendance in Board Meeting cannot be taken into consideration.. He does not hold directorship in any other company.


Vedanta Limited


Management Proposal

1. To receive, consider and

adopt:a) the Audited

Standalone Financial

Statements of the Company for the

financial year ended March 31,

2016 and the Reports of the


Auditors thereon; and







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Vedanta Limited


Management Proposal

b) the Audited Consolidated

Financial Statements of the Company for the


2016 and the Report of

Auditors thereon.

The Company has earned total revenue of Rs 68,887.81 crores as on 31st March 2016 as compared to Rs 76,686.70 crores as on 31st March 2015.


Net loss being Rs (5,704.01) crores as on 31st March, 2016 as compared to Rs (9,925.12) crores as on 31st March, 2015.




Management Proposal

Confirm the interim dividend of Rs 3.50 per equity share

already paid for the financial year ended March 31,

2016.

We propose voting in favour of the resolution for declaration of dividend of Rs 3.50 per equity shares already paid for the financial year ended March 31, 2016

Management Proposal

Appoint a director in place of Mr.

Tarun Jain (DIN 00006843), who

retires by rotation and being

eligible, offers himself for re-appointment.

Mr Taru Jain (00006843), was appointed on the Board w.e.f April 1, 2014. He is a fellow member of the Institute of Chartered Accountants of India and also a fellow member of the Institute of Company Secretaries of India. He has expertise in the field of Corporate Finance, Accounts, Taxation and Secretarial matters.

He has 70% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorship in 5 other companies.



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Vedanta Limited


Management Proposal

Appointment of Statutory


The company proposes to appoint M/s Deloitte Haskins and Sells as Statutory Auditors for a period of five years commencing from the conclusion of this annual general meeting subject to ratification of members at every annual general meeting.


Management Proposal

Ratification of the remuneration payable to the

Cost Auditors for FY 2016-17.

The company proposes to appoint M/s. Ramnath Iyer & Co., Cost Accountants, as Cost Auditors by the Board of Directors of the Company on the recommendation of the Audit Committee to conduct the audit of the cost accounting records pertaining to Copper Division & MALCO Aluminium, Iron Ore Division and Aluminium & Power Division of the Company for the financial year ending March 31, 2017, be paid a remuneration of Rs 12.50 Lakh.


Management Proposal

Approval of an offer or invitation for subscription

of Non- Convertible

Debentures or other Debt

Securities upto Rs 20,000 Crore on

Private Placement basis

The members at the 50th AGM held on July 11, 2015 had approved the issuance of private placement of Non- Convertible Debentures (NCDs) or other Debt Securities within the overall borrowing limits of the Company i.e. Rs 80,000 Crore for a period of one year which is valid till July 11, 2016.

Under the said approval, the Company has till date raised NCDs aggregating to Rs 3500 Crore. The Company further plans to raise long term resources, inter alia, to refinance, optimization of interest cost, capital expenditure of the group including subsidiary/associate companies of the Company, repayment of the existingdomestic and foreign currency debts and for general corporate purposes. Comments of equity research team:We are in favour of resolution no. 6.


Management Proposal

Waive the excess remuneration paid

to Mr. Navin Agarwal, Whole-

Time Director (DIN: 00006303) of the Company for FY 2013-14.

The members of the erstwhile Sterlite Industries (India) Limited (SIIL) had passed a resolution in their Annual General Meeting held on August 22, 2008 for approving appointment and remuneration of Mr. Navin Agarwal w.e.f. August 01, 2008 for a period of five years. In the year 2013, the Schemes of Amalgamation and Arrangement amongst Sterlite Industries (India) Limited, Sterlite Energy Limited, Vedanta Aluminium Limited, Ekaterina Limited, The Madras Aluminium Company Limited with Sesa Sterlite Limited (the Company) havebeen approved by the respective Jurisdictional Courts and made effective in August 2013.

Post-merger, the Board of Directors of Vedanta Limited erstwhile Sesa Sterlite Limited, at its meeting held on August 17, 2013 appointed Mr. Navin Agarwal as its Whole-Time Director designated as Executive Vice-Chairman from August 17, 2013 till July 31, 2018.

The remuneration, as recommended by Nomination and Remuneration Committeewas also approved by the Board in the aforesaid meeting. The members of the Company also approved the appointment and remuneration of Mr. Navin Agarwal w.e.f August 17, 2013 for the period of five years through postal ballot by passing an ordinary resolution on January 21, 2014 in accordance with erstwhile section 269 & 309 of the Companies Act, 1956.

During FY 2013-14, the Company paid a remuneration of Rs 6.25 Crore to Mr Navin Agarwal as per the terms of the appointment approved by the members. However, the same was in excess of the applicable Schedule XIII of the Companies Act, 1956, as upon the consolidation of losses arising out of the merger, interalia, of the aforesaid Vedanta Aluminium Limited into the Company, the annual results of the Company resulted in a loss for FY 2013-14. As required vide Section 197(9) of the Companies Act, 2013 (erstwhile section 309(5A) of the Companies Act, 1956), the said excess payment of Rs 6.16 Crore shall be held by the Whole-Time Director in trust for the Company until the same is either approved by Central Government or refunded.

The justification provided by the company in the said matter is that -

(a) the remuneration paid to Mr. Navin Agarwal is in excess of limits prescribed under the Companies Act purely on account of a technical reason, i.e., due to merger of the loss making aluminium business of erstwhile Vedanta Aluminium Limited into the Company.

(b)Prior to the merger, Mr. Navin Agarwal was the Executive Vice Chairman & Whole- Time Director of erstwhile Sterlite Industries (India) Limited, which was a profitable Company and hence the remuneration paid to Mr. Navin Agarwal was within the prescribed limits of the Act.

(c)Further the salary paid to Mr. Navin Agarwal in FY 2013-14 is in line with the Industry trends and hence the remuneration paid to him is justified.


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Vedanta Limited


Management Proposal

Waive the excess remuneration paid

to Mr. Navin Agarwal, Whole-

Time Director (DIN: 00006303) of the Company for FY 2013-14.

The members of the erstwhile Sterlite Industries (India) Limited (SIIL) had passed a resolution in their Annual General Meeting held on August 22, 2008 for approving appointment and remuneration of Mr. Navin Agarwal w.e.f. August 01, 2008 for a period of five years. In the year 2013, the Schemes of Amalgamation and Arrangement amongst Sterlite Industries (India) Limited, Sterlite Energy Limited, Vedanta Aluminium Limited, Ekaterina Limited, The Madras Aluminium Company Limited with Sesa Sterlite Limited (the Company) havebeen approved by the respective Jurisdictional Courts and made effective in August 2013.

Post-merger, the Board of Directors of Vedanta Limited erstwhile Sesa Sterlite Limited, at its meeting held on August 17, 2013 appointed Mr. Navin Agarwal as its Whole-Time Director designated as Executive Vice-Chairman from August 17, 2013 till July 31, 2018.

The remuneration, as recommended by Nomination and Remuneration Committeewas also approved by the Board in the aforesaid meeting. The members of the Company also approved the appointment and remuneration of Mr. Navin Agarwal w.e.f August 17, 2013 for the period of five years through postal ballot by passing an ordinary resolution on January 21, 2014 in accordance with erstwhile section 269 & 309 of the Companies Act, 1956.

During FY 2013-14, the Company paid a remuneration of Rs 6.25 Crore to Mr Navin Agarwal as per the terms of the appointment approved by the members. However, the same was in excess of the applicable Schedule XIII of the Companies Act, 1956, as upon the consolidation of losses arising out of the merger, interalia, of the aforesaid Vedanta Aluminium Limited into the Company, the annual results of the Company resulted in a loss for FY 2013-14. As required vide Section 197(9) of the Companies Act, 2013 (erstwhile section 309(5A) of the Companies Act, 1956), the said excess payment of Rs 6.16 Crore shall be held by the Whole-Time Director in trust for the Company until the same is either approved by Central Government or refunded.

The justification provided by the company in the said matter is that -

(a) the remuneration paid to Mr. Navin Agarwal is in excess of limits prescribed under the Companies Act purely on account of a technical reason, i.e., due to merger of the loss making aluminium business of erstwhile Vedanta Aluminium Limited into the Company.

(b)Prior to the merger, Mr. Navin Agarwal was the Executive Vice Chairman & Whole- Time Director of erstwhile Sterlite Industries (India) Limited, which was a profitable Company and hence the remuneration paid to Mr. Navin Agarwal was within the prescribed limits of the Act.

(c)Further the salary paid to Mr. Navin Agarwal in FY 2013-14 is in line with the Industry trends and hence the remuneration paid to him is justified.


30-Jun-16 For ForHinustan Unilever Limited


Management Proposal


between Hindustan

Unilever Limited and its members

Description and Rationale for the scheme as disclosed by the company:

1. The proposed scheme between the applicant company (Hindustan Unilever Limited) and its members seeks that upon coming into effect, the entire amount of Rs 2, 187.33 crore lying in the general reserve of the applicant company, with effect from the appointed date, be credited to the balance of the ‘Profit and Loss Account’ of the applicant company, to pay to the members.

2. The robust growth in sales, strong margin profile and low capital expenditure requirement for continuing operations have helped the applicant company maintain a strong track record of operating cash generation and distribution to its shareholders.

3. The Applicant company has net cash and cash equivalents of Rs 5056.34 crore as on March 31, 2016.

4. The provisions of section 123 of the companies Act, 2013 does not require mandatory transfer of a part of the profits of the Applicant company to the reserves, prior to declaration of dividend. The proviso to section 123(1) leaves it to the discretion of the company to transfer such percentage of its profits of that financial year as it may consider appropriate to the reserves of the company before declaration of any dividend in that financial year.

5. In view of the aforesaid change in law and in view of the Applicant Company’s strong cash flow delivery and the accumulated General Reserves being more than what is needed to fund growth, along with a view to providing greater flexibility for the utilization of such funds, and in the interest of corporate governance and transparency, the Applicant company proposes to undertake the reclassification of the entire general reserve through the scheme of arrangement.

6. The scheme does not seek to reduce or otherwise alter the issued, subscribed and paid-up share capital of the applicant company.

30-Jun-16 For ForHinustan Unilever Limited


Management Proposal


between Hindustan

Unilever Limited and its members

Salient features of the scheme:

The scheme envisages the re-classification and utilization of the General Reserve in the following manner:

1. The General Reserve of the applicant company, of Rs 2,187.33 crore, have been primarily built up over the years through the transfer of profits to the reserves in accordance with the applicable provisions of the Companies Act, 1956.

2. Upon the scheme becoming effective, the entire amount of Rs 2, 187.33 standing to the credit of the General Reserve of the Applicant company shall be re-classified and credited to the ‘ Profit and Loss Account’ and subsequent thereto such amounts credited to the ‘Profit and Loss Account’ shall be re-classified and shall constitute accumulated profits of the company for the previous financial years, arrived at after providing for depreciation in accordance with the provisions of the Act and the remaining undistributed in the manner provided in the Act and other applicable laws.

3. For the removal of doubt, it is clarified that the transfer of amounts standing to the credit of the general reserves and utilization of such amounts through each payout, shall not in any manner involve distribution of Capital Reserve or Revenue Reserve other than the General Reserve.

Comments of Equity Research Team:

The resolution is for a proposed scheme for transferring the entire amount under “General Reserves” of Rs. 2187.33 crs to the Profit and Loss account, in order to enable payout to its members (likely as dividends). We recommend voting in favor of the resolution, if it will be paid to shareholders.

Conclusion:Since the scheme of arrangement is in accordance with the applicable provisions of the Companies Act, 1956 and other applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

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Hindustan Unilever Limited


Management Proposal

Adoption of Financial

Statements and Reports thereon for the financial year ended 31st

March, 2016




Consolidated:



Net profit being Rs 4,082.42 crores as on 31st March, 2016 as compared to Rs 4,363.08crores as on 31st March, 2015.No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.

The Auditors Reports dated May 9 , 2016 on the standalone financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal Confirmation of

interim dividend and declaration of

final dividend

We recommend voting in favour of the resolution for confirmation of interim dividend and declaration of final dividend.

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Management Proposal

Re-appointment of Mr. Harish Manwani as

Director

Mr. Harish Manwani (62) assumed charge as the Non-Executive Chairman of the Company with effect from 1st July, 2005. Mr. Manwani joined the Company in 1976.

Mr. Manwani is an Honours Graduate from the Mumbai University and holds a Master Degree in Management Studies. He has also attended the Advanced Management Programme (AMP) at Harvard Business School.

He has 100% attendance in Board Meetings and has also attended the previous AGM. He holds directorships in 6 other companies.



Management Proposal

Re-appointment of Mr. Pradeep

Banerjee as Director

Mr. Pradeep Banerjee joined the Company as a Management Trainee in 1980. He has held a series of assignments in Supply Chain, Research & Development and Categories. Mr. Banerjee became the Vice President - Technical (Home and Personal Care) in 2003 and later moved to UK in 2005 as Vice President, Global Supply Chain for Personal Care Category. He has also served as the Vice President for Global Procurement in Singapore.

Mr. Banerjee was appointed as Executive Director - Supply Chain of the Company in March, 2010. He holds a Bachelor’s Degree in Engineering (Chemical) from IIT Delhi. Mr. Banerjee is a member of Risk Management Committee of the Company.




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Management Proposal

Re-appointment of Mr. P. B.

Balaji as Director

Mr. P. B. Balaji joined the Company as a Management Trainee in 1993 and has worked in number of roles in finance and supply chain over a period of 20 years.

Mr. P. B. Balaji was the Vice President, Finance for Unilever America, Supply Chain, based out of Switzerland, responsible for financial aspects of an 18 billion supply chain. Prior to that, he was the Group Chief Accountant of Unilever worldwide based at London. Before moving to London, Mr. P. B. Balaji has served as the Vice President, Finance for the Home and Personal Care business in India and earlier as the Vice President, Treasury for the AAR region based out of Singapore.

Mr. P. B. Balaji is a Mechanical Engineer from IIT Chennai and has a PGDM from IIM Kolkata.




Management Proposal

Ratification of the appointment of

M/s. B S R & Co. LLP, Statutory Auditors and to

fix their remuneration for the financial year

ending 31st March, 2017

The company proposes ratification of appointment of M/s B.S.R & Co.LLP, Statutory Auditors for the financial year ended March 31st, 2017.


Management Proposal

Ratification of the remuneration of M/s. RA & Co,

Cost Accountants for the financial year ending 31st

March, 2017

The company proposes ratification of remuneration of M/s RA & Co., Cost Accountants appointed as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2017, amounting to Rs. 10 lacs.


30-Jun-16 State Bank of I AGM For ForManagement Proposal

To discuss and adopt the balance

sheet and the profit and loss account of the

State Bank made up to the 31st day of March 2016, the report of the Central Board on the working and activities of the

State Bank for the period covered by the accounts and

the auditor’s report on the

balance sheet and accounts.

The Company has earned total revenue of Rs 191843,66,62 thousand as on 31st March 2016 as compared to Rs 174972,96,68 thousand as on 31st March, 2015.


Net profit being Rs 9950,97,85 thousand as on 31st March, 2016 as compared to Rs 13101,89,68 thousand as on 31st March, 2015.

Consolidated:



Net profit being Rs 12743,29,07 thousand as on 31st March, 2016 as compared to Rs 17517,36,50 thousand as on 31st March, 2015.No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.


30-Jun-16 Punjab Nationa AGM For ForManagement Proposal

To consider and adopt the Audited Balance Sheet of

the Bank as at 31st March 2016,

The Company has earned total revenue of Rs 543013716 thousand as on 31st March 2016 as compared to Rs 522060946 thousand as on 31st March, 2015.

The Company has incurred total expenses of Rs 582757676 thousand as on 31st March 2016 as compared to Rs 491445103 thousand as on 31st March, 2015.

Net loss / profit being Rs (39743960) thousand as on 31st March, 2016 as compared to Rs 30615843 thousand as on 31st March, 2015.

Consolidated:The Company has earned total revenue of Rs 57780.47 crores as on 31st March 2016 as compared to Rs 54884.42 crores as on 31st March, 2015.


Net loss / profit being Rs (2843.09) crores as on 31st March, 2016 as compared to Rs 4,363.08crores as on 31st MarchThe Auditor’s have bought to the attention vide their report that note15 of Schedule 18 ‘Notes to Accounts’Note regarding change in valuation of Plan Assets of long-term benefits from Book Value to Fair Value, resulting in increase in the value of Plan Assets by Rs 388.07 crores in respect of Pension Fund and by Rs 53.08 crores in respect of Gratuity Fund in terms of Accounting Standard – 15 “Employee Benefits”.

However, no major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.


2 1-Jul-16 IndusInd Bank AGM For For

For For

Management Proposal

Adoption of Accounts as on March 31, 2016




Consolidated:

The Company has earned total revenue of Rs 14877,60,51 thousand as on 31st March 2016.

The Company has incurred total expenses of Rs 12591,15,50 thousand as on 31st March, 2016.

Net profit being Rs 5951,66,82 thousand as on 31st March, 2016


The Auditors Reports dated April 21, 2016 on the standalone financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To declare Dividend on

Equity Shares for the Financial Year ended

March 31, 2016.


2 1-Jul-16 IndusInd Bank AGM

For For

For For

For For

Management Proposal


of Mr. R. Seshasayee, (DIN 00047985), who



The Bank’s Board comprised eight Directors as on March 31, 2016, including Mr. R. Seshasayee, Part-time Non-Executive Chairman, who was appointed by the Board as ‘Additional Director’ on January 12, 2016.

The Board in its meeting held on May 12, 2016 appointed Dr. T. T. Ram Mohan as Additional Director in the category of ‘Independent, Non-Executive’. Upon appointment of Dr. Ram Mohan the Board comprised nine Directors.In terms of Section 149(13) of the Act, Independent Directors are not liable to retire by rotation.

In view of the above, out of three Directors liable to retire by rotation, Mr. R. Seshasayee, being longest in office, retires by rotation and, being eligible, offers himself for re-appointment.

He has 90% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorships in 4 other public companies.


Management Proposal

To appoint Statutory

Auditors of the Bank and

authorise the Board of

Directors to fix their

remuneration

It is mandatory for banks to rotate the Auditors on completion of a term of four years. M/s Price Waterhouse Chartered Accountants LLP, Mumbai (Firm’s Regn. No. 012754N / N500016) were appointed Statutory Auditors of the Bank at the 21st AGM of the Bank held on August 17, 2015. As M/s Price Waterhouse Chartered Accountants LLP have completed a term of one year, their appointment is being recommended for one more year, subject to the approval of Reserve Bank of India.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and since the appointment shall be subject to RBI approval, we may vote in favour of the same.

Management Proposal

Appointment of Mr. Shanker Annaswamy,

(DIN 00449634, as Independent

Director.

Mr Shanker Annaswamy (DIN: 00449634) was appointed with effect from January 12, 2016. He holds the qualification of Bachelor of Engineering and Diploma in Business Management. He has expertise in the field of Information Technology.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. He holds directorship in 1 other company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our compay, we may vote in favour of the same.


For For

For For

Management Proposal

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

Director

Dr T T Ram Mohan (DIN: 00008651) was appointed on the Board with effect from May 12, 2016. He holds the qualification of B.Tech, PGDM and P.Hd . He has expertise in the field of Banking and Finance.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. He holds directorship in 1 other company.


Management Proposal

Remuneration to Non-Executive Directors of the

Bank.

RBI have, vide their Circular dated June 1, 2015 issued guidelines on compensation of Non-Executive Directors of private sector banks, with a view to ensuring appropriate compensation to attract and retain professional Directors on their boards.

Further, in terms of Section 197 of the Act, the remuneration payable to Director(s) who is / are neither Managing Director(s) nor Whole-time Director(s) shall not exceed One per cent of the Net Profit of the company if there is a Managing or Whole-time Director or Manager, or Three per cent of the Net Profit in any other case.

Considering the above, the Board of Directors of the Bank have, subject to approval of the Members of the Bank, approved the proposal to remunerate the Non-Executive Directors (other than Part-time Non-Executive Chairman) in the form of Profit-related Commission (including payment of remuneration to the Part-time Non-Executive Chairman), the lower of the below, with respect to the profits of the Bank for each year commencing from April 1, 2015:

(i) Maximum of Rs 10 lakhs per annum for each such Non-Executive Director, in such manner as may be decided by the Board of Directors; (or)(ii) The Non-Executive Directors shall be paid such sum by way of Profit-related Commission not exceeding in the aggregate One per cent of the Net Profit of the Bank, as computed in the manner laid down in Section 198 of the Act.




Remuneration to Mr. R.

Seshasayee, (DIN 00047985, Part-

time Non-Executive Chairman.

The Board of Directors had, at their meeting held on March 30, 2015, approved the re-appointment of Mr. R. Seshasayee, as Part-time Non-executive Chairman, for a further period of two years, with effect from July 24, 2015. Reserve Bank of India had, vide their letter dated June 15, 2015, conveyed their approval for the re-appointment for a further period of two years, i.e., up to July 24, 2017.

In view of the above-referred RBI Circular, the Board of Directors of the Bank have, on the basis of the recommendation of Human Resource & Remuneration Committee, approved the payment of remuneration of Rs 25 lakhs per annum to him, in the form of Profit-related Commission not exceeding in the aggregate One per cent of the Net Profit of the Bank as computed in the manner laid down in Section 198 of the Companies Act, 2013, including payment of remuneration to other Non-Executive Directors of the Bank, and subject to approval of Reserve Bank of India.

Additionally, he shall be paid Sitting Fees and reimbursement of actual expenses incurred for attending meetings of the Board and its Committees as approved by the Board.




Issue of Long Term Bonds /

Non-Convertible Debentures on

Private Placement Basis

In the last Annual General Meeting held on August 17, 2015, the Bank had obtained approval of the shareholders for issuance of Bonds and Non-Convertible Debentures (NCDs), i.e., Long-Term Infrastructure Bonds and Subordinated Non-Convertible Debentures / Bonds eligible to be included as Additional Tier 1 (AT1) and Tier 2 (T2) Capital of the Bank, up to Rs 5,000 crores on Private Placement basis, which is valid for a period of one year from the date of receipt of Members’ approval.

Considering the guidelines issued by Reserve Bank of India on issue of Long Term Bonds / Basel III Tier I / Tier II Bonds and the fact that such Bonds, being long-term in nature, provide support in avoiding Asset-Liability mis-matches, the Board of Directors at their meeting held on May 12, 2016 have proposed to obtain the consent of the Members for borrowing / raising funds in Indian / Foreign Currency by way of issue of Securities including but not limited to Bonds / NCDs and in the form of any other Debt instrument, up to Rs 5,000 crores in one or more tranches in domestic and / or overseas market, from time to time. This would form part of the overall borrowing limits as may be approved by the Members under Section 180(1)(c) of the Act.

Comments of equity research team:Resolution 9 pertains to issue of non-convertible securities including but not limited to bonds and NCDs in one or more tranches of upto Rs.25000 cr on private placement basis. This is a decision taken in the regular course of business in the running of bank and hence we recommend voting in favour of it


2

4-Jul-16 Pfizer Limited AGM For For

For For

Management Proposal


statement

The Company has earned total revenue of Rs 2, 10,275.52 lakhs as on 31st March 2016 as compared to Rs 1, 92,066.45 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 1, 71,043.02 lakhs as on 31st March 2016 as compared to Rs 1, 60,220.14 lakhs as on 31st March, 2015.

Net profit being Rs 22,277.33 lakhs as on 31st March, 2016 as compared to Rs 6,981.93 lakhs as on 31st March, 2015.


The Auditors Reports dated May 6, 2016 on the standalone financial statements of the Company for the year ended March 31, 2015 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


We recommend voting in favour of the resolution for declaration of dividend for the financial year ended March 31, 2016.

2

4-Jul-16 Pfizer Limited AGM

For For

For For

Management Proposal

Appointment of Mr Vivek

Dhariwal as a Director liable to retire by rotation

Mr. Vivek Dhariwal (DIN: 02826679), holds a Bachelors Degree in Chemical Engineering from the Indian Institute of Technology, Mumbai and a Masters Degree in Chemical Engineering from the University of Kentucky, Lexington, USA.

Mr. Dhariwal has expertise and experience in manufacturing and supply chain management. He has a wide range of Industrial experience in Pharmaceuticals, Agrochemicals, Specialty Chemicals and Bulk and Heavy Chemicals. He was earlier the Director, Manufacturing at Baxter (India) Private Limited and was responsible for India and Philippine markets. He has held senior positions in Baxter (India) Private Limited and ICI Plc, U.K.

Mr. Dhariwal was appointed as a Whole-time Director on the Board designated as Executive Director, Technical Operations with effect from May 21, 2012.




Management Proposal

To ratify the appointment of Messers B S R

& Co., LLP

The company proposes to ratify the appointment of Messers B S R & Co., LLP for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2



To consider and appoint Mr S

Sridhar as Managing

Director of the company for a period of five years effective

March 18, 2016

The Board of Directors of the Company at their meeting held on March 17, 2016 had appointed Mr. S. Sridhar (DIN: 05162648) as the Managing Director of the Company for a period of 5 years with effect from March 18, 2016 on such remuneration, payments, perquisites, benefits and amenities as set out in the the Notice of the Meeting. The said appointment is subject to the approval of the shareholders at the Annual General Meeting of the Company.

Mr. S. Sridhar is a Chartered Accountant by profession with over 20 years of experience. Mr. Sridhar had served as the Chief Financial Officer of Pfizer Limited for a period of 7 years. He was appointed as an Executive Director on the Board of Directors of the Company effective May 14, 2013. Mr. S. Sridhar had also concurrently led the Company’s Distribution function for 3 years. Prior to hisappointment as the Managing Director, Mr. S. Sridhar held the position of Business Unit & Distribution Head.

Mr. S. Sridhar has led a number of strategic initiatives that have significantly expanded the Company’s business footprint in the country. This includes the implementation of the merger of Wyeth Limited with Pfizer Limited in India that resulted in the two listed companies successfully combining talent and product portfolios to create a single ‘go to market’ strategy, stronger market presence and increased long term shareholder value.



2


For For

For For

Management Proposal

To consider and appoint Ms Lu

Hong as a Director of the

company, liable to retire by

rotation.

The Board of Directors of the Company had appointed Ms. Lu Hong (DIN: 07358719) as an Additional Director of the Company pursuant to the recommendation of the Nomination and Remuneration Committee with effect from December 4, 2015. In terms of Section 161 of the Companies Act, 2013. Ms. Lu Hong will hold office up to the date of this Annual General Meeting.Ms. Lu Hong, holds a Master’s Degree in Business Administration from Beijing University, and Bachelor’s Degree in International Economy and Trade from Northeast University of Finance & Economy. Ms. Lu Hong is a senior HR Professional with over 18 years of experience. Ms. Lu Hong is currently the Vice President, HR BOS (Business and Operations Solutions) for Pfizer Asia Pacific.

Since the Director was appointed during the financial year, her attendance in Board Meetings cannot be taken into consideration. She does not hold directorship in any other company.



Management Proposal

To consider and re-appoint Mr

Aijaz Tobaccowalla as

the Managing Director of the company from

August 16, 2015 to close of business on

October 16, 2015

Mr. Aijaz is a Science graduate with a major in Computer Science and a minor in Mathematics. He also holds a Masters Degree in Business Administration from the Stern School of Business, New York University. He is an experienced global leader and has worked in the United States, Europe and Asia supporting established and emerging markets. He has extensive pharmaceutical experience and is a strategist with global delivery capability

The Members at the 61st Annual General Meeting held on August 2, 2012, had appointed Mr. Aijaz Tobaccowalla (DIN: 05312126) as the Managing Director of the Company for a period of 3 (three) years expiring on August 15, 2015.

In June 2015, Mr. Tobaccowalla had expressed his intention to accept a global role offered by Pfizer Inc. USA and to continue in his current position as the Managing Director until his successor was appointed by the Board of Directors of the Company. Thereafter, the Board of Directors of the Company at their meeting held on July 25, 2015, had re-appointed Mr. Aijaz Tobaccowalla as the Managing Director of the Company for a period of 6 (six) months with effect from August 16, 2015.Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

2


For For

For For

For For

Management Proposal

To consider and ratify the

remuneration payable to

Messers RA & Co., Cost

Accountants for the financial year ending March 31,

2017

The company proposes to ratify the appointment and remuneration payable amounting to Rs 10,40,000/- to Messers RA & Co., Cost Accountants for the financial year ending March 31, 2017.


Management Proposal

To consider and approve

transactions with Pfizer Service

Company BVBA , Belgium, a related party for

an amount not exceeding in aggregate Rs 1000 crore in each financial

year

The Company is, inter alia, engaged in the business of manufacturing, marketing, trading, import and export of pharmaceutical products. The members at the 63rd Annual General Meeting held on November 10, 2014, had accorded their approval for purchase, transfer or receipt of products, goods, active pharmaceutical ingredients, materials, services or other obligations from Pfizer Export Company, Ireland for an amount not exceeding in aggregate Rs 600,00,00,000/- in each financial year. Going forward, the imports to India will be through entities namely Pfizer Service Company BVBA, Belgium and Pfizer Innovative Supply Point Intl BVBA, Belgium.

Pfizer Service Company BVBA, Belgium and Pfizer Innovative Supply Point Intl BVBA, Belgium are ‘Related Party’ within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). Transactions for purchase, transfer or receipt of products, goods, active pharmaceutical ingredients, materials, services or other obligations with Pfizer Supply Entities may become material in nature as these transactions are likely to exceed 10% of the annual turnover of the Company.

The particulars of contracts / arrangements as disclosed by the company is mentioned in the annexure.


With respect to the resolution relating to adoption of accounts, appointment of directors/managing director and auditors and payment of remuneration to auditors and directors, we do not have a view. With respect to the resolution relating to declaration of dividend on equity shares, we recommend voting in favor.

We also recommend voting in favor of the resolutions relating to related party transactions, with Pfizer Service Company, Belgium, and Pfizer Innovative Supply Point Belgium, not exceeding Rs. 1000 crs each, in each financial year.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of the equity research team, we may vote in favour of the same.

Management Proposal

To consider and approve the

transactions with Pfizer Innovative Supply Point Intl BVBA, Belgium, a related party for

an amount not exceeding in aggregate Rs

1000 crores in each financial

year.

2

10-Jul-16 Berger Paints Postal Ballot For For

For For

Management Proposal

Issue of bonus shares in the

proportion of two equity shares of

Rs 1 each for every five fully paid up equity shares of Rs 1

each

The Company has recorded consistent and steady growth in revenues and profits over the past years with significant addition to its free reserves. There is also an accumulation of Rs. 137, 49, 69,232 in the Securities Premium Account.

Owing to the issue of the aforesaid Bonus Shares, the Authorized Capital of the Company needs to be increased to an amount not exceeding Rs. 110, 00, 00,000, which is proposed hereby. Accordingly, the Securities Premium Account and / or Free Reserves are proposed to be capitalized in the manner deemed appropriate by the Board and applied in paying up in full Equity Shares of Re. 1/- each and distributed as fully paid Bonus Shares to and amongst the Members of the Company.

Issue and allotment of Bonus Shares to the non-resident Members of the Company may be subject to the approval of the Reserve Bank of India. Application will be made to the Stock Exchanges where the existing shares of the Company are listed for permission to deal in the Bonus Shares.

Comments of equity research team:Special Resolution 1: Allotment of Bonus Shares, sum not exceeding Rs 27,73,91,165.

View: Due to following points given below, we recommend voting in favour.

1. Board of Directors’ recommendation of issuing Bonus Shares in the proportion of two equity shares for every five fully paid Equity shares held by the members substantiate due to consistent & steady growth in revenues & profits over the past years with significant addition to free reserves.2. It helps the company to pass on the benefits of business to shareholders on the principle creation & distribution of wealth.3. Issue of Bonus Shares in in accordance with SEBI Regulations, 2014.Vote in favor: Company is issuing bonus shares to reward the shareholders, and as a consequent of that, capital structure changes are proposed.

Conclusion:

Since the proposal is in accordance with the applicable provisions of the Companies Act, Management Proposal

Increase in the authorised share

capital of the company to Rs

110 crore divided into 110 crore

equity shares of Rs 1 each from

Rs 75 crores divided into 75

crore equity share of Rs 1 each.

As a consequence of the proposed issue of Bonus Shares as set out in item no.1, it is necessary for the company to increase the Authorized Capital of the Company.

Article 58 of the Articles of Association of the Company authorizes the Members to increase its share capital by passing a special resolution.

In view of the increase in Authorized Capital of the Company, it is necessary to amend Clause V of the Memorandum of Association of the Company by incorporating the new amount of Authorized Capital. As a result of the alteration in the amount of Authorized Capital, it is also necessary to change Article 3 of the Articles of Association of the Company to reflect the increased capital.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regards, we may vote in favour of the same.

2

10-Jul-16 Berger Paints Postal Ballot

For For

For For

11-Jul-16 For For

For For

For For We propose voting in favour of the resolution for declaration of dividend on equity shares.

As a consequence of the proposed issue of Bonus Shares as set out in item no.1, it is necessary for the company to increase the Authorized Capital of the Company.

Article 58 of the Articles of Association of the Company authorizes the Members to increase its share capital by passing a special resolution.

In view of the increase in Authorized Capital of the Company, it is necessary to amend Clause V of the Memorandum of Association of the Company by incorporating the new amount of Authorized Capital. As a result of the alteration in the amount of Authorized Capital, it is also necessary to change Article 3 of the Articles of Association of the Company to reflect the increased capital.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regards, we may vote in favour of the same.

Management Proposal

Amendment of Clause V of the

Memorandum of Association

Management Proposal

Amendment of Article 3of the

Articles of Association

ICICI Bank Limited


Management Proposal


Statements for the financial year

ended on March 31, 2016




Consolidated:

The Company has earned total revenue of Rs 1,013,958,460 thousand as on 31st March 2016 as compared to Rs 902,162,318 thousand as at 31st March 2015

The Company has incurred total expenses of Rs 904,689,544 thousand as on 31st March, 2016 as compared to Rs 772,739,333 thousand as at 31st March , 2015

Net profit being Rs 300,078,287 thousand as on 31st March, 2016 as compared to Rs 267,944,200 thousand as at 31st March, 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.


Management Proposal

Declaration of dividend on

preference shares

We propose voting in favour of the resolution for declaration of dividend on preference shares.

Management Proposal


equity shares

2

11-Jul-16

For For

ICICI Bank Limited


Management Proposal

Re-appointment of Mr. Rajiv

Sabharwal (DIN : 00057333) who



Mr Rajiv Sabharwal was appointed on the Board w.e.f June 24, 2010. He holds the qualification of B.Tech and PGDM.

Mr. Rajiv Sabharwal, Executive Director on the Board of ICICI Bank is responsible for Retail Banking, Business Banking, Rural Banking & Financial Inclusion Business. He is also a Director on the board of ICICI Prudential Life Insurance Company Limited and the non-executive Chairman of ICICI Home Finance Company Limited.

He has over 24 years of experience in the Banking/Financial Services industry. He joined ICICI Group in 1998 and has held leadership positions in credit policy, debt management, business analytics, mortgage finance, consumer loans, credit cards, rural and microfinance lending and financial inclusion. His contribution in the growth of mortgage and retail business is widely acknowledged in the industry circles and within ICICI Group. He also has considerable knowledge relating to the securities and portfolio management business segments as he has been on the investment advisory committee of ICICI Prudential Asset Management Company's Real Estate PMS since 2007.

He has 100% attendance in Board Meeting and has also attended the previous AGM. He holds directorships in 2 other companies.



2

11-Jul-16

For For

For For

For For

For For

ICICI Bank Limited


Management Proposal

Re-appointment of Mr. N. S.

Kannan (DIN : 00066009) who



Mr S Kannan was appointed on the Board w.e.f May1, 2009. He holds the qualification of B.E, CFA, ICFAI and PGDM. He has expertise in the field of project finance and treasury.

Mr. N. S. Kannan, Executive Director on the Board of ICICI Bank is responsible for Finance, Treasury, Global Markets, Corporate Legal, Operations, Risk Management, Secretarial, Corporate Communications, Infra Management & Services Group, Corporate Branding and Strategic Solutions group.

He has 100 % attendance in Board Meetings however he could not attend the previous Annual General Meeting. He holds directorships in 6 other companies.



Management Proposal

Appointment of Statutory Auditors

The company proposes to ratify the appointment of B S R & Co. LLP, Chartered Accountants who were appointed as statutory auditors by the Members at the Twentieth Annual General Meeting (AGM) held on June 30, 2014 to hold office from the conclusion of the Twentieth AGM till conclusion of the Twenty-Fourth AGM.


Management Proposal

Appointment of Branch Auditors

The company proposes to appoint branch auditors, as and when required, in consultation with the statutory auditors, to audit the accounts in respect of the Company’s branches/offices in or outside India and to fix their terms and conditions of appointment and remuneration, plus service tax and such other tax(es), as may be applicable, and reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the branches/offices in or outside India for the year ending March 31, 2017.


Management Proposal

Appointment of Mr. Vijay

Chandok (DIN : 01545262) as a

Director

Mr Vijay Chandok was appointed in the Board Meeting of the company held on April 29, 2016 as Whole-Time Director (designated as Executive Director) subject to RBI approval.

He holds the qualification of B.E and MBA. He has expertise in the field of Corporate Banking, project finance and SME banking.

Mr. Chandok joined the ICICI Group in 1993 as a Trainee Officer, with a Master’s degree in Management Studies from NMIMS, Mumbai. Mr. Chandok also holds a Bachelor’s degree in Mechanical Engineering from the Institute of Technology, Banaras Hindu University. In his 22 years with the ICICI Group, he has worked in corporate banking and project finance, prior to leading the SME business and the International Banking Group.

He holds directorships in 4 other companies. Since the Director was appointed during the financial year, his attendance in Board meetings cannot be taken into consideration.


2

11-Jul-16

For For

For For

ICICI Bank Limited


Mr Vijay Chandok was appointed in the Board Meeting of the company held on April 29, 2016 as Whole-Time Director (designated as Executive Director) subject to RBI approval.

He holds the qualification of B.E and MBA. He has expertise in the field of Corporate Banking, project finance and SME banking.

Mr. Chandok joined the ICICI Group in 1993 as a Trainee Officer, with a Master’s degree in Management Studies from NMIMS, Mumbai. Mr. Chandok also holds a Bachelor’s degree in Mechanical Engineering from the Institute of Technology, Banaras Hindu University. In his 22 years with the ICICI Group, he has worked in corporate banking and project finance, prior to leading the SME business and the International Banking Group.

He holds directorships in 4 other companies. Since the Director was appointed during the financial year, his attendance in Board meetings cannot be taken into consideration.


Management Proposal

Appointment of Mr. Vijay

Chandok (DIN : 01545262) as a

Wholetime Director

(designated as Executive Director)

Management Proposal

Payment of profit linked

commission of Rs 1,000,000 each

p.a. to Non-Executive Directors

The non-executive Directors in private sector banks were hitherto permitted to be paid only sitting fees and reimbursement of expenses for participation in the Board and other meetings. Reserve Bank of India (RBI) issued guidelines on June 1, 2015 regarding compensation of non-executive Directors (excluding part-time Chairman) of private sector banks and permitted the payment of profit-related commission upto Rs 1,000,000 per annum to non-executive Directors.

The Board of the Bank at its Meeting held on September 16, 2015 (based on the recommendations of the Board Governance, Remuneration & Nomination Committee), approved the payment of profit related commission of Rs 1,000,000 each, per annum to each non-executive Director of the Bank other than part-time Chairman and the Director nominated by the Government of India, in addition to sitting fees and reimbursement of expenses for attending the meetings of the Board of Directors and/or other meetings, subject to approval of Members and such other regulatory approvals as may be required.

Approval of the Members is sought subject to availability of net profits at the end of each financial year for payment of commission upto Rs 1,000,000 each, per annum to each non-executive Director of the Bank other than part-time Chairman and the Director nominated by the Government of India, from the financial year ended March 31, 2016 onwards.

The total commission payable shall be within the limits as prescribed under Section 197 of the Companies Act, 2013 and shall not exceed one percent of the net profits of the Bank computed in accordance with the manner laid down in Section 198 of the Companies Act, 2013.


2

11-Jul-16

For For

ICICI Bank Limited


Management Proposal

Private placement of

securities under Section 42 of the Companies Act,

2013

At the Annual General Meeting held on June 29, 2015, the Members had approved a limit of Rs 50,000 crore for borrowings by way of securities including but not limited to bonds and non-convertible debentures on private placement basis.

The Bank has borrowed Rs 6,500 crore by way of issue of non-convertible debentures (NCDs) on private placement basis since the last AGM till May 13, 2016.

Considering the same, the Bank has assessed its fund requirements and it is proposed that the borrowing limits for the purpose of Section 42 read with the rules relating to this Section for borrowing by way of non-convertible securities including but not limited to bonds and NCDs be reduced for the current year and fixed at Rs 25,000 crore. This would form part of the overall borrowing limits under Section 180(1)(c) of the Companies Act, 2013 of Rs 250,000 crore approved by the Members at the AGM held on June 30, 2014.


The said resolution pertains to issue of non-convertible securities including but not limited to bonds and NCDs in one or more tranches of upto Rs.25000 cr on private placement basis. This is a decision taken in the regular course of business in the running of bank and hence we recommend voting in favour of it.


2

14-Jul-16 ACC Limited Postal Ballot For ForManagement Proposal

Approving the variation in the

terms of remuneration of

Mr Harish Badami, CEO &

MD

The members of the company, at the EGM held on September 10, 2014 approved the terms of appointment and remuneration of Harish Badami as CEO & MD for a period of 5 years with effect from 13th August, 2014. Pursuant thereto, the company had on 18th September, 2014 entered into an agreement formalizing the terms and conditions of his appointment and remuneration.

Currently, as per the terms of his remuneration, he is entitled to performance Bonus of a maximum of 30% of his annual fixed gross compensation based on his performance against set goals.

In addition, the payment of cash performance bonus as aforesaid, he is also eligible to receive Holcim shares upto a maximum of 7.5% of the Annual Fixed Gross Compensation as per the rules of Holcim’s Performance Compensation share plan.

It is proposed to increase the maximum performance bonus from 30% to 50% of Annual Fixed Gross Compensation of the CEO & MD. The Holcim’s compensation share plan pursuant to which the CEO & MD is eligible to receive shares upto a maximum of 7.5% of the annual fixed gross compensation is proposed to be discontinued.

As per Badami’s terms of remuneration, he is eligible upto a maximum of Rs 70 lakhs per annum as deferred bonus based on his performance and achieving the targeted goals.


2

14-Jul-16 For Against

For For

United Spirits Limited


Management Proposal


adopt the Audited Financial

Statements (including

Consolidated Financial

Statements) for the financial year ended March 31,

2016 and the reports of the Directors and

Auditors thereon

The Company has earned total revenue of Rs 91,980.487 million as on 31st March 2016 as compared to Rs 82,093.126 million as on 31st March, 2015. The Company has incurred total expenses of Rs 87,609.767 million as on 31st March 2016 as compared to Rs 82,657.839 million as on 31st March, 2015.Net profit/ loss being Rs 9,811.636 million as on 31st March, 2016 as compared to Rs (19,564.747) million as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 94,242.053 million as on 31st March 2016 as compared to Rs 94,160.658 million as at 31st March 2015

The Company has incurred total expenses of Rs 90,359.440 million as on 31st March, 2016 as compared to Rs 102,122.029 million as at 31st March , 2015

Net profit being Rs 9,677.440 million as on 31st March, 2016 as compared to Rs (16,877.149) million as at 31st March, 2015The auditors have made certain observations in its Auditor’s report, however the auditors have not commented upon the element and the extent of fraud involved in such cases. The observations made by the auditors and the director’s response have been presented in the form of a statement annexed hereto. #

The observations as annexed hereto states certain disputes on which enquiry has been initiated by the management on the directions of the Board, the enquiry is yet to be completed. The outcome may have an impact on the Financial statements which may require recasting.

Due to the reasons herein above mentioned, in the previous annual general meeting of the company held on September 30, 2014, we had voted against the adoption of the Audited Financial Statements (including Consolidated Financial Statements) for the financial year ended March 31, 2014 and the reports of the Directors and Auditors thereon.

Hence, we may vote against the same.

Management Proposal

To appoint a Director in place of Mr Nicholas Bodo Blazquez

(06995779), who retires by rotation and being eligible offers himself for re-appointment

Dr. Nicholas Bodo Blazquez graduated from the University of Aberdeen with a Bachelor of Science majoring in anatomy. He has Ph.D. from the University of Bristol specialized in reproductive physiology.

Dr. Blazquez is President of Diageo Asia Pacific and Africa and a member of the global Executive Committee of Diageo plc, the world’s leading premium drinks company. He is responsible for all of Diageo plc’s businesses in Asia Pacific, Africa and Global Travel.

The Director has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold Directorship in any other company.



2


Appointment of Price Waterhouse & Co Chartered Accountants, as auditors in place

of M/s BSR & Co LLP

M/s BSR & Co. LLP., Chartered Accountants, the existing Statutory Auditors of the Company were appointed as Auditors of the Company by the Members to hold office from the conclusion of the fourteenth Annual General Meeting till the conclusion of the nineteenth Annual General Meeting.

By their letter dated June 8, 2016 M/s BSR & Co. LLP, Chartered Accountants have informed the Company that they do not wish to continue as Auditors of the Company with effect from the conclusion of this Annual General Meeting to be held on July 14, 2016.

Accordingly, the ratification of their appointment at the ensuing 17th AGM of the Company cannot be considered by the Members.

The company therefore proposes to appoint Price Waterhouse & Co Chartered Accountants as auditors in place of M/s BSR & Co.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same. Keeping in view of the above, we may vote for the same.

2


Appointment of Mr Vinod Rao

( DIN: 01788921) as a Director

Mr. Vinod Rao was appointed as an Additional Director with effect from May 24, 2016. In accordance with the provisions of Section 161 of the Companies Act, 2013, Mr. Vinod Rao will hold office up to the date of this AGM i.e., up to July 14, 2016.

Mr. Vinod Rao has 30 years of professional experience in Asia / Middle East spanning three global companies – Akzo Nobel India Limited (previously known as ICI India), PepsiCo and Diageo, across a diverse range of businesses such as FMCG, consumer durables, and chemical and industrial products.

Mr. Rao is a Bachelor of Commerce from Madras University, a Member of the Institute of Chartered Accountants of India and attended a Senior Executive Program from London Business School.

Mr. Rao joined Diageo in July 2013 as Finance Director of Asia Pacific responsible for all aspects of the finance function comprising performance management, compliance and regional strategy for the region.



2


Considering erosion of

networth of the company as per

Section 23 of the Sick Industrial

Companies (Special

Provisions) Act, 1985

Justification given by the company :

As per the audited annual accounts of the Company for the financial year ended March 31, 2016 (which is proposed to be approved and adopted at this Annual General Meeting by the Members of the Company), due to the historical losses incurred in prior years, the accumulated losses of the Company as on March 31, 2016 continued to exceed more than fifty percent of the peak net worth of the Company during the immediately preceding four financial years.

The details of net worth of the Company for the immediately preceding four financial years (i.e. the financial years 2011-12, 2012-13, 2013-14 and 2014-15) are provided for in the Annexure.

Therefore, the accumulated losses of the Company as on March 31, 2016 (which is Rs 4,186.33 crores) is greater than 50% of the peak net worth in the immediately preceding four financial years (i.e. Rs 5,849.62 crores).

CAUSES FOR EROSION OF MORE THAN FIFTY PER CENT OF PEAK NET WORTH AS SUBMITTED BY THE COMPANY:

Though the Company registered a profit after tax of Rs 981.16 crores for the financial year ended March 31, 2016, due to certain provisions made by the company in the earlier periods inter alia, for

(i) diminution in the value of long-term investments in subsidiaries and loans and advances to subsidiaries due to low capacity utilization, negative margins, or strategic shift in business;

(ii) diminution in the value of investments and advances in overseas subsidiaries

(iii) loss on sale of shares in subsidiaries

(iv) provision on advances to United Breweries (Holdings) Limited

2

v) Profit on sale of manufacturing unit

vi) Provision for Doubtful debts, advances and deposits; and

vii) Provision for sales and other taxes ; the accumulated losses of the Company as on March 31, 2016 continued to exceed more than fifty per cent of the peak net worth of the Company during the immediately preceding four financial years.


The proposal is being put forth for approval for the second time; an extra-ordinary general meeting of the company was held on January 22, 2016 wherein the company had proposed erosion of net worth of the Company as per Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985. We had voted in favour of the resolution proposed for , however, the proposal was put down by the members in the said EGM held on January 22, 2016.


We recommend voting in favour, as company is fulfilling its requirement of Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), by reporting to the Board for Industrial & Financial Reconstruction (‘BIFR’) of the fact that the accumulated losses of the company as on March, 31, 2016 have resulted in erosion of more than fifty percent of its peak net worth during the immediately preceding four financial year.

Since the proposal is in accordance with the provisions of the Companies Act, 2013 and other applicable provisions of SICA (Special Provisions) Act and taking into consideration the recommendation of equity research team; we may vote in favour of the same.

2

21-Jul-16 AGM For For

For For

Cairn India Limited

Management Proposal

Adoption of the Audited financial statement of the

Company together with the

reports of the Directors’ and

Auditors’ thereon and the

consolidatedaudited financial statements of the Company for the

year ended 31 March, 2016



Net profit being Rs 853.53 crores as on 31st March, 2016 as compared to Rs 1,320.03 crores as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 10,633.99 crores as on 31st March 2016 as compared to Rs 16,455.47 crores as at 31st March 2015

The Company has incurred total expenses of Rs 8,394.82 crores as on 31st March, 2016 as compared to Rs 8,713.38 crores as at 31st March , 2015

Net loss / profit being Rs (9,431.88) crores as on 31st March, 2016 as compared to Rs 4,479.60 crores as at 31st March, 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.

The Auditors Reports dated April 22, 2016 on the standalone and consolidated financial statements of the Company for the year ended December 31, 2015 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of dividend for the year ended 31st

March, 2016

We propose voting in favour of the resolution for declaration of dividend for the year ended March 31, 2016

2

21-Jul-16 AGM

For For

For For

Cairn India Limited

Management Proposal

Appointment of a Director in place

of Ms. Priya Agarwal (DIN

05162177), who retires by rotation

and being eligible, offers herself for re-appointment

Ms Priya Agarwal (DIN: 05162177) is an American National and was appointed on the Board w.e.f January 2, 2012.

She holds the qualification of B.Sc (Psychology) with Business Management and has expertise in the specific functional area of General Management.

She has 60% attendance in Board Meetings and has also attended the previous AGM. She does not hold directorship in any other company.



Management Proposal

Appointment of S. R. Batliboi &

Co. LLP, Chartered

Accountants (firm registration

number: 301003E) as

statutory auditors of the Company and to authorize

the Board of Directors of the Company to fix

their remuneration

The company proposes to appoint S.R Batliboi & Co. LLP, Chartered Accountants as statutory auditors of the company for a period of one year commencing from the conclusion of this AGM until the conclusion of the ensuing AGM.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year. Keeping in view of the above, we may vote for the same.

2

21-Jul-16 AGM

For For

For For

Cairn India Limited

Management Proposal

Payment of remuneration not exceeding 1% (or

such other percentage, as

may be permissible under

law) of the net profits of the Company, per

annum,amongst the

Directors of the Company or some

or any of them (other than the

Managing Director and Whole-time Directors)

The shareholders of the Company at the annual general meeting held on 18 August, 2011, had approved the remuneration payable to non-executive Directors of the Company by way of commission not exceeding one per cent of the net profits of the Company for each year for a period of five years commencing from 1 April, 2011 and ending on 31 March, 2016. In view of the above, the approval of shareholders is being sought for future payments of commission to the non-executive Directors.


Management Proposal


INR 885,000 plus applicable taxes

and out of pocket expenses payable to M/s. Shome &

Banerjee, Cost Accountants (firm

registration number: 000001) as cost auditors for the financial

year 2016-17

The Board of Directors of the Company at their meeting held on 22 April, 2016 has, on recommendation by the Audit Committee, appointed M/s Shome & Banerjee, Cost Accountants as the cost auditors for the financial year 2016-17 at a remuneration of INR 885,000 plus applicable taxes and out of pocket expenses.The company proposes to ratify the said remuneration.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions, we may vote in favour of the same.

2

21-Jul-16 For For

For For

HDFC Bank Limited


Management Proposal



statements (standalone and consolidated) of the Bank for the

year ended March 31, 2016 and the

Reports of the Board of

Directors and Auditors thereon.

The Bank has earned total revenue of Rs 709,731,684 thousand as on 31st March 2016 as compared to Rs 574,662,565 thousand as on 31st March, 2015.

The Bank has incurred total expenses of Rs 586,769,553 thousand as on 31st March 2016 as compared to Rs 472,503,376 thousand as on 31st March, 2015.

Net profit being Rs 309,240,075 thousand as on 31st March, 2016 as compared to Rs 248,700,721thousand as on 31st March, 2015.

Consolidated:

The Bank has earned total revenue of Rs 743,732,155thousand as on 31st March 2016 as compared to Rs 602,121,760 thousand as at 31st March 2015

The Bank has incurred total expenses of Rs 615,558,905 thousand as on 31st March, 2016 as compared to Rs 495,121,276 thousand as at 31st March , 2015



Management Proposal

To declare a dividend on

equity shares

We propose voting in favour of declaration of dividend on equity shares for the financial year ended March 31, 2016.

2

21-Jul-16

For For

HDFC Bank Limited


Management Proposal

To appoint a director in place

of Mr. Keki Mistry (DIN


and, being eligible, offers himself for re-appointment.

Mr. Keki Mistry, holds a Bachelor’s Degree in Commerce from the Mumbai University. Mr. Mistry is a Fellow Member of the Institute of Chartered Accountants of India.

Mr. Mistry brings with him over three decades of varied experience in banking and financial services domain. Mr. Mistry started his career with AF Ferguson & Co, a renowned Chartered Accountancy firm, followed by stints at HindustanUnilever Limited and Indian Hotels Company Limited.

In the year 1981, Mr. Mistry joined Housing Development Finance Corporation Limited (HDFC Ltd). Mr. Mistry was inducted on to the Board of Directors of HDFC Ltd as an Executive Director in the year 1993 and was elevated to the post of Managing Director in November 2000. In October 2007, Mr. Mistry was appointed as Vice Chairman & Managing Director of HDFC Ltd and became theVice Chairman & CEO in January 2010.




2

21-Jul-16

For For

For For

HDFC Bank Limited


Management Proposal


of Mrs. Renu Karnad (DIN


and, being eligible, offers herself for re-appointment.

Mrs. Renu Karnad, aged 63 years, is a law graduate and also holds a Master’s Degree in Economics from Delhi University.Mrs. Karnad is a Parvin Fellow-Woodrow Wilson School of International Affairs, Princeton University, U.S.A. Mrs. Karnad joined HDFC Ltd in 1978. After spending two decades in various positions, Mrs. Karnad was inducted on to the Board as Executive Director in 2000 and was further elevated to the post of Managing Director with effect from January 1, 2010.

Over the years, Mrs. Karnad has to her credit, numerous awards and accolades. Known for her wit and diplomacy, Mrs. Karnad has always had a humane approach towards solving complex issues. Mrs. Karnad firmly believes that people are key to an organization’s success, especially in the service domain and propagates self-belief as the strongest weapon in achieving excellence.

She has 80% attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorships in 9 other companies.



Management Proposal

Re-appointment and fixing of the remuneration of

Statutory Auditors

The company proposes to appoint M/s Deloitte Haskins & Sells, LLP for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting as statutory auditors on a remuneration of Rs 1,10,00,000. The company also proposes to ratify the remuneration payable to them amounting to Rs 40,00,000 for the financial year 2015-2016.


Since the proposal for appointment / ratification is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2

21-Jul-16

For For

For For

HDFC Bank Limited


Management Proposal

To appoint Mr. Umesh Chandra

Sarangi (DIN 02040436) as an


Mr. Umesh Chandra Sarangi, was appointed on the Board as an Additional Dirctor w.e.f March 1, 2016. He holds a Master’s Degree in Science (Botany) from the Utkal University (Gold Medalist). He has 35 years of experience in the Indian Administrative Services and brought in significant re-forms in modernization of agriculture, focus on agro processing and export. As the erstwhile Chairman of the National Bank for Agricultural and Rural Development (NABARD) from December 2007 to December 2010.

He focused on rural infrastructure, accelerated initiatives such as microfinance, financial inclusion, watershed development and tribal development.

Since the Director was appointed during the financial year, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other company.


Management Proposal

To ratify and approve the related party

transactions with Housing

Development Finance

Corporation Limited

Under the arrangement between the Bank and Housing Development Finance Corporation Limited, the Bank sources home loans for HDFC Limited through its branches across India and HDFC Limited after necessary due diligence (credit, legal and technical appraisal) approves and disburses the loans. The loans are booked in the books of HDFC Limited and the Bank is paid commission as agreed upon mutually from time to time. As per this arrangement the Bank has a right but not an obligation to buy up to 70% or such percentage as may be mutually agreeable of the sourced and disbursed home loans. The loans are purchased by the Bank from time to time. Further, HDFC Limited is paid a fee as agreed upon mutually from time to time for servicing of the home loans assigned by it / securitized. The Audit Committee of the Bank has already granted approval for purchase of home loans from HDFC Limited up to an overall limit of Rs 20,000 Crore for the financial year 2015-16 and Rs 20,000 Crore for the financial year 2016-17.


We recommend voting in favour of it as these are decisions taken in the regular course of business.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

2

21-Jul-16

For For

For For

HDFC Bank Limited


Management Proposal

To revise the term of appointment of

Mr. Paresh Sukthankar (DIN:

01843099) Deputy Managing

Director and

He has been with the Bank since its inception in 1994 and has rich experience in areas such as Risk Management, Finance, Human Resources, Investor relations and Corporate Communications, etc. and has been contributing significantly to the growth, profitability and asset quality of the Bank over the years.

The members had approved the appointment of Mr. Paresh Sukthankar (DIN 01843099) as Deputy Managing Director of the Bank on terms and conditions, including remuneration for a period of three years from December 24, 2013 to December 23, 2016 vide resolution passed in March, 2014. Subsequently, the Reserve Bank of India (RBI) has approved his appointment for a period of three years effective from the date of its letter i.e. June 13, 2014.

The tenure of appointment of Mr. Paresh Sukthankar as Deputy Managing Director shall be amended to read as upto June 12, 2017 in line with the approval of the Reserve Bank of India vide its letter dated June 13, 2014.

He has 90% attendance in Board Meetings and has also attended the previous AGM. He does not hold directorship in any other company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and since the bank has received RBI’s approval for the said appointment, we may vote in favour of the same.

Management Proposal

To approve the remuneration of non-executive

directors including

independent director except for part time Chairman

At present, banks in private sector pay only sitting fees to non-executive directors, and no other remuneration is paid to them. The non-executive directors and the independent directors are paid remuneration by way of sitting fees and reimbursement of expenses as permissible under law and as applicable for the Bank from time to time.

Presently the limit on sitting fees is Rs 1,00,000 per Board meeting and Rs 50,000 per Committee meeting. RBI has issued guidelines on compensation of non-executive directors of private sector banks. The guidelines prescribed that in order to enable banks to attract and retain professional directors, it is essential that such directors are adequately compensated.


2

21-Jul-16

For For

For For

For For

HDFC Bank Limited


Management Proposal

To increase the authorised share

capital and in this regard to consider and if thought fit,

to pass with or without

modification(s)

The present authorized share capital of the Company is Rs 550,00,00,000. The Bank in order to meet its growth objectives and to strengthen its financial position, may be required to generate long term resources by issuing securities. It is therefore deemed appropriate to increase the authorized share capital of the Company from Rs 550,00,00,000 divided into 275,00,00,000 equity shares of Rs 2 each, to Rs 650,00,00,000 divided into 325,00,00,000 equity shares of Rs 2 each by creating additional 50,00,00,000 equity shares of Rs 2 each.


We recommend voting in favour of it.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

Management Proposal

To alter the Memorandum of Association on

account of increase in

authorised share capital and in thisregard to consider and if thought fit,

to pass with or without

modification(s)

Management Proposal

To Issue Perpetual Debt

Instruments (part of Additional Tier I capital), Tier II

Capital Bonds and Senior Long

Term Infrastructure Bonds on a

private placement basis

The Reserve Bank of India (“RBI”) has issued guidelines on July 15, 2014 on ‘Issue of Long Term Bonds by Banks - Financing of Infrastructure and Affordable Housing’ to ensure availability of funding to such sectors. These guidelines enable banks to raise long term funds from the market. Accordingly, the Board of Directors by resolution dated April 22, 2016 has approved to seek the consent of the Members of the Bank for borrowing / raising funds in Indian currency by issue of Perpetual Debt Instruments (part of Additional Tier I capital), Tier II Capital Bonds and Senior Long Term Infrastructure Bonds in domestic market on a private placement basis and / or for making offers and / or invitations therefor and / or issue(s) / issuances therefor, for a period of one year from the date hereof, in one or more tranches of an amount not exceeding Rs 50,000 Crore.


We recommend voting in favour of it.


2

21-Jul-16

For For

22-Jul-16 For For

HDFC Bank Limited


Management Proposal

To grant equity stock options

It is proposed to grant 10,00,00,000 equity stock options entitling the grantees to subscribe to an aggregate of 10,00,00,000 equity shares of the Bank of the face value of Rs 2 each.

Out of these 10,00,00,000 equity stock options, the Board is authorized to grant upto a maximum of 5,00,00,000 equity stock options of the nominal face value not exceeding Rs 2 per share during the financial year 2016-17 and that the remaining options may be granted by the Board during the financial year 2017-18 and / or thereafter.


We recommend voting in favour of it as it helps to retain key employees.


Kotak Mahindra Bank


Management Proposal

To consider and adopt the audited

financial statements of the Bank for the year

ended 31st March 2016,

together with the Reports of the

Directors and the Auditors thereon.




Consolidated:

The Bank has earned total revenue of Rs 280,323,643 thousand as on 31st March 2016 as compared to Rs 214,710,843 thousand as at 31st March 2015

The Bank has incurred total expenses of Rs 246,012,430 thousand as on 31st March, 2016 as compared to Rs 184,060,054 thousand as at 31st March , 2015



2

22-Jul-16

For For

For For

For For

For For

Kotak Mahindra Bank


Management Proposal


equity shares

We propose voting in favour of the resolution for declaration of dividend on equity shares for the financial year ended March 31st, 2016.

Management Proposal

Appointment of S. R. Batliboi &

Co. LLP, Chartered

Accountants (Registration No.

301003E / E300005), Auditors of

the Bank

The bank proposes ratification of appointment of S.R Batliboi & Co. LLP, Chartered Accountants as Auditors of the company.

Messrs S.R Batliboi & Co. LLP, Chartered Accountants, having (ICAI Firm Registration Number No. 301003E / E 300005) were appointed as auditors of the Bank for a period of four consecutive years at the Thirtieth Annual General Meeting (AGM) of the Bank held on June 29, 2015, to hold office as such until the conclusion of the Thirty fourth AGM of the Bank.

As per the provisions of Section 139 of the Companies Act, 2013, the said appointment is required to be ratified by the Members at every AGM.


Management Proposal

Not filling up of vacancy created by retirement of Shri N. P Sarda, Director liable to retire by rotation

Mr. N.P. Sarda (DIN 03480129), non-executive & non-independent Director of the Bank, retires by rotation as a Director at this Annual General Meetingbut having crossed 70 years of age is not offering himself for re-appointment in line with Reserve Bank of India policy and directions.

The Bank does not intend to fill this vacancy at this Annual General Meeting.


Management Proposal

Appointment of Shri C Jayaram as Non- Executive


Mr. C. Jayaram, was the Joint Managing Director of the Bank, until he retired on 30th April, 2016 on attaining the age of superannuation.The Nomination and Remuneration Committee of the Bank and the Board of Directors on 31st March, 2016 and 1st April, 2016, respectively had recommended and approved continuation of Mr. Jayaram as a non-executive non-independent director of the Bank with effect from 1st May, 2016 till the next Annual General Meeting of the Bank to be held in July 2016.


2

22-Jul-16

For For

For For

Kotak Mahindra Bank


Management Proposal

Increase in remuneration

of Dr. Shankar Acharya

(DIN:00033242), part-time

Chairman of the Bank, to be fixed by the Board of Directors of the

Bank, on an annual basis such

that the remuneration

does not exceed Rs 35 lakhs per annum at any given time.

At the Thirtieth Annual General Meeting of the Bank held on 29th June, 2015, the members of the Bank had accorded their consent for the re-appointment of Dr. Shankar Acharya as a part-time Chairman of the Bank for a period of three years.At the aforesaid Meeting, members had also approved the remuneration to Dr. Acharya, on the terms of remuneration to be fixed by the Board of Directors of the Bank, on an annual basis such that the remuneration does not exceed Rs 30 lakhs per annum at any given time.

The Resolution at Item No. 6 seeks to obtain the members approval to increase remuneration payable to Dr. Shankar Acharya from Rs 30 lakhs to Rs 35 lakhs per annum, subject to the approval of the Government of India, The Reserve Bank of India (“RBI”) and such other concerned authorities, if any.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and since the same shall come into effect post the approval of the concerned authorities, we may vote in favour of the same.

Management Proposal

Payment of Commission to Non-Executive Directors of the

Bank be paid with effect from the financial year

2015-16, a sum not exceeding Rs

10 lakh each

Pursuant to Section 197 of the Companies Act, 2013, the Bank can pay remuneration to its Non-Executive Directors (NEDs) either by way of a monthly payment or at a specified percentage of its net profits or partly by one way and partly by the other. Further, since the Bank has a managing director and whole-time directors, a maximum of 1% of its net profits can be paid as remuneration to its NEDs.

RBI vide its circular no. DBR.No.BC.97/29.67.001/2014-15 dated June 1, 2015 has issued guidelines on payment of compensation to the NEDs of private sector banks which inter-alia specifies the following:

• The Board of Directors of the Bank (in consultation with the Nomination & Remuneration Committee) needs to formulate and adopt a comprehensive compensation policy for NEDs (other than part-time non-executive Chairman).

• Maximum amount of profit related commission not to exceed Rs 10 lacs per annum for each director of the Bank.


2

18-Jul-16 For For

For For

For For

Abott India Limited


Management Proposal





2016 together with the Reports of the Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 2678,86.37 lakhs as on 31st March 2016 as compared to Rs 2336,87.36 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 2277, 13.91 lakhs as on 31st March 2016 as compared to Rs 1992,51.28 lakhs as on 31st March, 2015.



The Auditors Reports dated May 25, 2016 on the standalone financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To declare a final dividend of Rs 35/- per Equity Share for the financial year

ended March 31, 2016

We propose voting in favour of the resolution for declaration of dividend of Rs 35/- per equity share for the financial year ended March 31, 2016.

Management Proposal


of Mr Munir Shaikh (DIN :

00096273), who retires by

rotation, and being eligible,

offers himself for re-appointment.

Mr Munir Shaikh is a Fellow Member of the Institute of Chartered Accountants of England and Wales. He also possesses vast knowledge of the industry and is a consummate team player with an entrepreneurial flair. He was appointed on the Board with effect from March 2, 2001.




2

18-Jul-16

For For

For For

For For

Abott India Limited


Management Proposal


of Ms Nancy Berce (DIN :



offers herself for re-appointment

Ms Berce has domestic and international experience in implementing and operating scale, enterprise – wide business information systems and services. She holds the qualification of graduation from Regis University with a double Major in Mathematics and Computer Informations’ System. The Director was appointed on the Board with effect from May 27, 2015.

Since the Director was appointed during the financial year her attendance in Board Meetings cannot be taken into consideration. She does not hold directorship in any other company.



Management Proposal

Ratification of appointment of S

R B C & CO LLP, as Statutory Auditors and to

fix their remuneration

The company proposes to ratify the appointment of S R B C & Co. LLP, as Statutory Auditors and to fix their remuneration for a period of one year commencing from this AGM until the conclusion of the ensuing AGM.


Management Proposal


payable to M/s N I Mehta & Co.,

Cost Auditors for the financial year

2016-17

The company proposes to ratify the appointment of M/s N I Mehta & Co., Cost Auditors for the financial year 2016-1 7 for a period of one year commencing from this AGM until the conclusion of the ensuing AGM.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013

2

18-Jul-16

For For

For For

Abott India Limited


Management Proposal

Appointment of Mr Kaiyomarz Marfatia as a

Director, liable to retire by rotation

Mr Kaiyomarx Marfatia was appointed on the Board with effect from March 1, 2011.

He holds the qualification of Bachelor Degree in Commerce from Mumbai University and Law Degree from Government Law College, Mumbai.

He has over 35 years of experience in the legal and secretarial streams, of which 20 years have been with Abott India Limited.

He has 100% attendance in Board Meetings and has also attended the previous AGM. He does not hold directorship in any other companies.



Management Proposal

Re-appointment of Mr R. A. Shah as an Independent

Director

Mr Shah was appointed on the Board with effect from February 21, 1983. He holds the qualification of a Solicitor.

He specializes in broad spectrum of Corporate Law in general, with special focus on Foreign Investments, Joint Ventures, Technology and License Agreements, Intellectual Property Rights, Mergers and Acquisitions, Corporate Law, Competition Law and Insider Trading Regulations.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 12 other companies including private companies.


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Management Proposal

Consider and adopt the Audited

Financial Statements of the

Company (including


statements) for the financial year ended March 31, 2016, together

with the Reports of the Directors

and Auditors thereon

The Company has earned total revenue of Rs 474,561 million as on 31st March 2016 as compared to Rs 437,088 million as on 31st March, 2015.

The Company has incurred total expenses of Rs 369,740 million as on 31st March 2016 as compared to Rs 331,518 million as on 31st March, 2015.

Net profit being Rs 80,990 million as on 31st March, 2016 as compared to Rs 81,931 million as on 31st March, 2015.

Consolidated:


The Company has incurred total expenses of Rs 425,718 million as on 31st March 2016 as compared to Rs 381,766 million as on 31st March, 2015.

Net profit being Rs 89,597 million as on 31st March, 2016 as compared to Rs 86,609 million as on 31st March, 2015.No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.

The Auditors Reports dated June 3, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Confirmation of interim dividend paid during the

year 2015-16 and declaration of

final dividend for 2015-16 on equity

shares.

We propose voting in favour of the resolution for confirmation of interim dividend paid during the year 2015-16 and declaration of final dividend for 2015-16 on equity shares.

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For For

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Management Proposal

Re-appointment of Mr Rishad A

Premji (DIN 02983899),

Director who retires by rotation

Mr Rishad Premji, son of Mr Azim Premji was appointed on the Board with effect from May 1, 2015. He holds the qualification of B.A in Economics and MBA. He has expertise in the specific functional area of economics and finance.

Since the Director was appointed during the financial year his attendance in Board Meetings cannot be taken into consideration. He does not hold directorship in any other company.


Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company , we may vote in favour of the same.

Management Proposal

Re-appointment of M/s BSR &

Co. LLP, Chartered

Accountants (Registration

Number 101248W/W-

100022 with the Institute of Chartered

Accountants of India), as Auditors

M/s. BSR & Co. (Registration Number 101248W/W-100022 with the Institute of Chartered Accountants of India), Chartered Accountants, were appointed as the statutory auditors of the Company for the financial year 2015-16 at the Annual General Meeting held on July 22, 2015. M/s. BSR & Co. LLP is proposed to be re-appointed for one more year as statutory auditors from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17.

As per section 139(1) of the Companies Act, 2013, a transition period of three years from the commencement of the Companies Act, 2013 is provided to appoint a new auditor when the existing auditor’s firm has completed two terms of fiveconsecutive years with the Company.

Keeping in view of the above, we may vote in favour of the same.

Management Proposal

Appointment of Dr. Patrick J Ennis (DIN



Dr Patrick was appointed on the Board w.e.f April 1, 2016. He holds the qualification of Ph.D and MS in Physics, MBA and BS in Mathematics and Physics. He has expertise in the specific functional areas of venture capital.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other company.

The tenure proposed herewith is for a period of five years.


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Management Proposal

Appointment of Mr. Patrick

Dupuis (DIN 07480046) as an

Independent Director of the

Company

Mr Patrick Dupuis was appointed on the Board w.e.f April 1, 2016. He Graduated from the Ecole De Management De Lyon, France. He has expertise in the specific functional area of finance and business process excellence.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He does not hold Directorship in any other company.

The tenure proposed herewith is for a period of five years.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Re-appointment of Mr. N Vaghul (DIN 00002014)

as an Independent Director of the

Company

Mr N Vagul was appointed on the Board w.e.f June 9, 2016. He holds the qualification of B.Com (Hons.). He has expertise in the specific functional area of finance and banking.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 3 other public companies.



Management Proposal

Re-appointment of Dr. Ashok S Ganguly (DIN



Dr Ashok Ganguly was appointed on the Board w.e.f Januay 1, 1999. He holds the qualification of B.Sc (Hons.), MS & Ph.D. He has expertise in the specific functional area of sales, marketing and strategy.

He has 90% attendance in Board Meetings and has also attended the previous AGM. He holds directorship in 1 other company.



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Management Proposal

Re-appointment of Mr. M K

Sharma (DIN 00327684) as an


Company

Mr M K Sharma was appointed on the Board w.e.f July 1, 2011. He holds the qualification of BA, Bachelors of Law, Post Graduate Diploma in PersonnelManagement, Diploma in Labour Laws. He has expertise in the specific functional area of HR, Legal, Secretarial and Corporate Affairs.




Management Proposal

Re-appointment of Mr. T K

Kurien (DIN 03009368) as an

Executive Director of the

Company

Mr T.K Kurien was appointed on the Board w.e.f February 1, 2011. He is a Chartered Accountant and has expertise in the area of finance and sales.

The remuneration proposed is as under:

a. Basic Pay: Rs 1,770,833 per month.b. Wipro Benefits Plans & Allowances: Wipro Benefit Plan & Allowances of Rs 1,595,021 per month. Wipro Benefits Plan (“WBP”) is a basket of various allowances / reimbursements like Leave Travel Allowance, Commutation Allowance, House Rent Allowance, and Company leased car & accommodation, etc. which one can plan as per the Company policy.c. Target Variable Pay: Mr. T K Kurien will be eligible to receive target variable pay of Rs 3,187,500 per month. The variable pay program may be changed or modified in part or full thereof from time to time, at the sole discretion of the Company.d. Stock compensation: Grant of Restricted Stock units, Employee Stock Options and other stock based compensation as may be decided by the recommendation of the Board Governance, Nomination and Compensation Committee (“Committee”) from time to time and such other perquisites and allowances in accordance with the rules of the Company or as may be agreed by the Board of Directors based on the recommendation of the Committee, from time to time.e. Retirals: Rs 522,396 per month which includes contribution to Provident Fund, Pension Fund and Survivor Benefit as per Company policy and Gratuity in accordance with the provisions of the Payment of Gratuity Act. For the purpose of Gratuity, Provident Fund, Superannuation and other like benefits, if any, the service of Mr. T K Kurien will be considered as continuous service from the date of his joining Wipro Limited.f. Other Perquisites and Benefits



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Management Proposal

Appointment of Mr. Abidali Z Neemuchwala

(DIN 02478060) as an Executive Director of the

Company

Mr Abidali was appointed on the Board w.e.f February 1, 2016. He holds the qualification of Master’s Degree in Industrial Management and Bachelor’s Degree in Electronics and Communication. He has expertise in the specific functional area of technology, sales, operations and consultancy.


a. Basic Pay: In the range of USD 66,667 per month to USD 100,000 per month.b. Target Variable Pay: Mr Abidali Z Neemuchwala will be eligible to receive target variable pay in the range of USD 41,667 per month to USD 83,333 per month. The variable pay program may be changed or modified in part or full thereof from time to time, at the sole discretion of the Company.c. Stock compensation: Grant of Restricted Stock units, Employee Stock Options and other stock based compensation as may be decided by the Board basedd. Other perquisites and benefits

Since the Director was appointed during the financial year under review, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other company.


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Management Proposal

Revision in the payment of

remuneration to Mr. Rishad A Premji (DIN 02983899) Executive

Director and Chief Strategy Officer of the

Company

Mr. Rishad A Premji was appointed as an Executive Director and Chief Strategy Officer of the Company with effect from May 1, 2015 to hold office for a term up to April 30, 2020. The said appointment and payment of remuneration was approved by the Shareholders at the Annual General Meeting held in July2015.


a. Fixed Salary: In the range of Rs 1.3 crores per annum to Rs 3 crores per annum. The fixed salary can be paid as basic salary and various allowances under Wipro Benefits Plans & Allowances which is a basket of various allowances / reimbursements, like Leave Travel Allowance, Commutation Allowance, House Rent Allowance, and Company leased car & accommodation, etc. which one can plan as per the Company policy.

b. Target Variable Pay: Mr. Rishad A Premji will be eligible to receive target variable pay of Rs 70 lakhs per annum to Rs 7 crores per annum. The variablepay program may be changed or modified in part or full thereof from time to time, at the sole discretion of the Company.


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Dabur India Limited


Management Proposal

Adoption of audited financial statement for the FY ended March

31, 2016 and report of the

Auditor thereon




Consolidated:



Net profit being Rs 1,255.45 crores as on 31st March, 2016 as compared to Rs 1,068.47 crores as on 31st March, 2015.No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.

The Auditors Reports dated April 28, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Confirmation of Interim dividend already paid and

declaration of final dividend on equity shares for the financial year ended March 31,

2016

We propose voting in favour of the resolution for confirmation of interim dividend already paid and declaration of final dividend on equity shares for the financial year ended March 31, 2016

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Dabur India Limited


Management Proposal

Re-appointment of Dr Anand C Burman (DIN: 00056216) as director who

retires by rotation

Dr Anand Burman was appointed on the Board w.e.f October 13, 1986. He holds the qualification of M.Sc, PhD. He joined Dabur in 1980 as Manager R & D and came on the Board of the Company in 1989 and was responsible for Company’s diversification into various categories of business. He led the acquisition of Fem, Hobi & Namaste businesses.

He has 100% attendance in Board Meetings and has also attended the previous AGM. He holds directorships in 6 other public companies.



Management Proposal

Re-appointment of Pritam Das Narang (DIN: 00021581) as Director who

retires by rotation

Mr Pritam Narang was appointed on the Board w.e.f April 1, 1998. He holds the qualification of B.Com, FCA, FCS, AICWA, MIIA (USA). He is the Group Director – Corporate Affairs, of the Company. He is having vast experience in Corporate Finance & Tax Planning, International Finance, Public Issue, Capital Markets, Strategic Planning and Management, Mergers and Acquisitions, Demergers etc.




Management Proposal

Appointment of M/s Basu & Co.

Chartered Accountants as Auditors and to


The company proposes to appoint M/s Basu & Co., Chartered Accountants as auditors of the company from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17.



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Dabur India Limited


Management Proposal

Approval of remuneration

payable to cost auditors for FY

2015-16

The Board of Directors of the Company on the recommendation of Audit Committee approved the appointment and remuneration of M/s Ramanath Iyer & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2015-16 amounting to Rs 4.43 lakhs.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rules thereunder, the remuneration payable to the Cost Auditor is required to be ratifi ed by the members of the Company.Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

SKF India Limited


Management Proposal



Statements for the year ended 31st

March, 2016 together with Reports of the


The Company has earned total revenue of Rs 30,988.3 million as on 31st March 2016 as compared to Rs 24,925.3 million as on 31st December, 2014.

The Company has incurred total expenses of Rs 27,024.2 million as on 31st March 2016 as compared to Rs 21,863.6 million as on 31st December, 2014.

Net profit being Rs 2,571.5 million as on 31st March, 2016 as compared to Rs 2,027.7 million as on 31st December, 2014




Management Proposal


Equity Shares for the year ended 31st March,

2016.

We propose voting in favour for declaration of dividend on equity shares for the year ended March 31st, 2016.

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SKF India Limited


Management Proposal

To appoint a Director in place of Mr. Rakesh Makhija (DIN 117692) who

retires by rotation and being eligible offers himself for re-appointment

Mr Rakesh Makhija was appointed on the Board w.e.f April 25, 2002. He holds the qualification of chemical engineering from the Indian Institute of Technology, New Delhi. He has held a number of top management positions within the SKF Group. He was the President for the Industrial Market (Strategic Industries) and a member of the Group Executive Committee, a position that he held till December2014 in Sweden. Prior to this, he was President of SKF Asia, based in Shanghai, with overall responsibility for China and India. He was appointed as the Managing Director of the Company till 2009.




Management Proposal

Appointment of M/s. Price

Waterhouse & Co Bangalore LLP,

Chartered Accountants,

(Firm’s Registration

Number 007567S with the ICAI) as

the Statutory Auditors of the

Company.

The company proposes to appoint M/s Price Waterhouse & Co. as the statutory auditors from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17.



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SKF India Limited


Management Proposal

Appointment of Mr. Stephane Le

Mounier (DIN:07221465) as a Director of the Company

Mr Stephane Le Mounier was appointed in the Board w.e.f June 25, 2015. He holds the qualification of Mechanical Engineering. He is presently President, Automotive & Aero space in the SKF Group and is placed in Gothenborg. He has rich experience of over 26 years in the industry and has held various positions within the SKF Group in Sales, Marketing, Industrial division, Strategic Industries and Automotive business unit.



Management Proposal

Remuneration to Non-Executive

Directors

At the Fiftieth Annual General Meeting of the Company held on 3rd May, 2011, the shareholders had approved the payment of commission upto 1% per annum of the net profits of the Company to Directors (other than Managing / Whole-time Directors and the Non-resident Directors) effective from 1st April, 2011 for a period of five years. The period of five years will expire on 31st March, 2016.

In view of continued business activities of the Company, it is appropriate that pursuant to the provisions of the Companies Act, 2013, a commission not exceeding in the aggregate 1% per annum of the net profits of the Company computed in the manner laid down in Section 197 & 198 of the Companies Act, 2013 may be paid for each of the five financial years of the Company commencing from 1st April, 2016 and be distributed amongst such directors of the Company excluding Managing / Whole-time Director(s) as the Board may decide from time to time.


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SKF India Limited


Management Proposal

Approval of transactions with SKF Asia Pacific

Pte Ltd, Singapore, SKF Group Company

The Company is a subsidiary of its parent company Aktiebolaget SKF (AB SKF). SKF Asia Pacific Pte Ltd., Singapore (SKF, Singapore) is also a subsidiary of AB SKF and is a ‘Related Party’ as per definition under Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, (Listing Regulations).

The details of the transaction is mentioned in the annexure.


We recommend voting in favour of item as the related party transactions are required for continued operations.


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Exide Industries Limited


Management Proposal



statements (including audited


statements) for the financial year

ended 31st March, 2016 and the Reports of the Directors and the Auditors thereon




Consolidated:



Net profit being Rs 716.42 crores as on 31st March, 2016 as compared to Rs 616.33 crores as on 31st March, 2015.No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.



Management Proposal

To confirm the payment of

Interim Dividend and declare

Final Dividend on equity shares for

the Financial Year

ended 31st March, 2016

We propose voting in favour of the resolution for confirmation of interim dividend and declaration of final dividend on equity shares for the financial year ended March 31st, 2016.

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Management Proposal


of Mr. A. K. Mukherjee

(having DIN 00131626) who



Mr. A. K. Mukherjee is a Chartered Accountant and a Cost Accountant and has a wide range of experience in financial and accounting matters. He was appointed on the Board w.e.f. April 20, 2007.




Management Proposal

To appoint a Director in place of Mr. Nadeem Kazim (having DIN 03152081) who retires by rotation and,

being eligible, offers himself for re-appointment.

Mr. Nadeem Kazim holds a Bachelor Degree in Arts and is a Post GraduateDiploma holder in Personnel Management from XISS, Ranchi. Mr. Kazim has a wide range of experience in issues pertaining to HR and Personnel. He was appointed on the Board w.e.f May 1, 2011.



Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the company.

Management Proposal

Appointment of Auditors.

The company proposes to appoint M/s S. R. Batliboi & Co. LLP, Chartered Accountants (Registration No. 301003E), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at remuneration to be fixed by the Board of Directors of the Company.


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Management Proposal


payable to Cost Auditors for FY

2016-17.

The Board of Directors at its meeting held on January 21, 2016 appointed M/s Shome & Banerjee, Cost Accountants to audit the cost records of the products manufactured by the Company for the year ending March 31, 2017. At the same meeting held on January 21, 2016, the Board of Directors approved a remuneration of Rs. 9,00,000/- (Rupees Nine Lakhs Only) plus out of pocket expenses and applicable taxes payable to M/s. Shome & Banerjee, Cost Accountants for conducting such audit.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the cost auditors shall be approved by the Board of Directors and subsequently ratified by the Members of the Company. Accordingly, the remuneration payable to M/s.Shome & Banerjee, Cost Accountants, for conducting the cost audit for the year 2016-17, as approved by the Board of Directors, is being placed before the Members for ratification.


Management Proposal

Appointment of Mr. Nawshir H

Mirza (DIN 00044816) as an


Mr. Nawshir H. Mirza is an eminent personality in the Audit and Accounting sector with specialisation in corporate governance. He is a Fellow of the Institute of Chartered Accountants of India (ICAI) and spent most of his career with S R Batliboi & Co. / Ernst & Young and its predecessor firm Arthur Young.

He has over four decades of rich experience and has contributed significantly to the accounting profession and has been a speaker at many professional conferences in India and abroad. He was first appointed on the Board with effect from October 28, 2015.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. He holds directorships in 2 other public companies.



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Management Proposal

Appointment of Mr. Gautam

Chatterjee (DIN 00012306) as

Managing Director and

Chief Executive Officer

Mr. Gautam Chatterjee holds a Bachelor of Engineering degree from the Regional Engineering College, Durgapur and also holds a Post-Graduate Diploma in Business Administration from Indian Institute of Management, Ahmedabad.

Mr. Chatterjee has spent over two decades in the Company and has a wide range of experience in manufacturing and marketing. He was appointed on the Board with effect from July 22, 1996.

The terms and conditions of appointment as submitted by the company is as under:

Salary: Rs. 8,32,000/- per month

Increment: Basic Salary will be increased upto 10% per annum provided performance criteria as laid down by the Nomination and Remuneration Committee of the Board of Directors are met.

Commission: Commission of 1% of the net profits of the Company computed in the manner laid down in Section 197 & 198 of the Companies Act, 2013 subject to a maximum of annual salary for each year, based on certain performance criteria to be laid down by the Nomination & Remuneration Committee of the Board of Directors and payable annually after the Annual Accounts have been approved by the Board of Directors and Members of the Company.

Performance Bonus: Subject to a maximum of annual salary based on certain performance criteria to be laid down by the Nomination and Remuneration Committee of the Board of Directors.

Period: For a period of 3 (three) years with effect from 1st May, 2016 to 30th April, 2019.

He does not hold directorship in any other company.


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Management Proposal

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

Director

Mr. Arun Mittal is a Fellow member of Institute of Chartered Accountants of India, an Associate member of Institute of Cost & Management Accountants of India and Institute of Company Secretaries of India. He has experience across various functions with in-depth knowledge of best practices, ability in formulating & implementing successful strategies to effect high business growth.

The terms and conditions of appointment as submitted by the company is as under: Salary: Rs. 2,50,000/- per month

Increment: Basic Salary will be increased upto 10% per annum provided performance criteria as laid down by the Nomination and Remuneration Committee of the Board of Directors are met.

Commission: Commission of 1% of the net profits of the Company computed in the manner laid down in Section 197 & 198 of the Companies Act, 2013 subject to a maximum of annual salary for each year, based on certain performance criteria to be laid down by the Nomination & Remuneration Committee of the Board of Directors and payable annually after the Annual Accounts have been approved by the Board of Directors and Members of the Company.

Performance Bonus: Subject to a maximum of annual salary based on certain performance criteria to be laid down by the Nomination and Remuneration Committee of the Board of Directors.

Period: For a period of 3 (three) years with effect from May 01, 2016 to April 30, 2019.

The Director shall be liable to retire by rotation. Further, he does not hold directorship in any other company.


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Management Proposal

Increase in remuneration by

way of commission to Non-Executive

Directors

The Board of Directors of the Company, at its meeting held on April 27, 2016 on the recommendations of Nomination & Remuneration Committee and subject to the approval of the shareholders of the Company has approved the inclusionof name of Mr. Nawshir H. Mirza, Mr. Sudhir Chand and Ms. Mona N Desai, Non-Executive Independent Directors towards payment of remuneration by way of Commission upto one percent 1% (one per cent) of the net profits of the Company with effect from 1st April 2015.

However in order to facilitate the payment of commission to the Non-Executive Independent Directors mentioned above, the earlier limit of Rs. 1,00,00,000/-(Rupees One Crore only) as approved by the shareholders at its meeting held on July 31, 2015 is proposed to be increased to Rs. 1,50,00,000/- (Rupees One Crore Fifty Lakhs only) per annum.

The above remuneration by way of commission shall however be in addition to the sitting fees for attending the meetings of the Board of Directors or any Committee thereof.

To compensate for the demands on their time, their operational and functional expertise and the contributions made by them, it is proposed to pay remuneration by way of commission of upto 1% (one per cent) of the net profits of the Company with effect from April 01, 2015, provided that such commission payable amongst them in any financial year shall not exceed Rs. 1,50,00,000/- per annum.


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UltraTech Cement Limited


Management Proposal

Adoption of the Audited Financial

Statements (including audited



ended 31st March, 2016, the


Directors’ and Auditors’ thereon.


The Company has incurred total expenses of Rs 19,491.24 crores as on 31st March 2016 as compared to Rs 18,732.16 crores as on 31st March 2015.

Net profit being Rs 2,174.65 crores as on 31st March, 2016 as compared to Rs 2,014.73 crores as on 31st March 2015

Consolidated:


The Company has incurred total expenses of Rs 20,661.18 crores as on 31st March 2016 as compared to Rs 19,914.50 crores as on 31st March 2015.

Net profit being Rs 2,286.58 crores as on 31st March, 2016 as compared to Rs 2,098.34 crores as on 31st March 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.



Management Proposal


We propose voting in favour of declaration of dividend for the financial year ended March 31, 2016.

Management Proposal

Re- appointment of Mrs. Rajashree

Birla, Director retiring by rotation.

Mrs Rajashree Birla was appointed on the Board w.e.f May 14, 2004. She holds the qualification of B.A and is an Industrialist.

She has less than 50% attendance in Board Meetings. Upon clarification sought for it was informed that the Director could not attend a few meetings due to prior commitments, however she has been an active member on the Board. She holds directorships in 7 other public companies.


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Management Proposal


BSR & Co. LLP, Chartered

Accountants, Mumbai as Joint


Company

The company proposes to ratify the appointment of M/s BSR & Co., LLP, Chartered Accountants, and Mumbai as Joint Statutory Auditors from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17.



Management Proposal

Appointment of M/s. Khimji

Kunverji & Co., Chartered

Accountants, Mumbai as Joint


Company.

The company proposes to appoint M/s Khimji Kunverji & Co., Chartered Accountants in place of M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai (Registration No.: 104768W), the retiring Joint Statutory Auditor, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 21st Annual General Meeting of the Company (i.e for a period of five years)

Since the proposal for appointment is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Ratification of the remuneration of

the Cost Auditors viz. M/s. N. I. Mehta & Co.,

Cost Accountants, Mumbai and M/s.

N. D. Birla & Co., Cost

Accountants, Ahmedabad for

the financial year ending 31st

March, 2017.

The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. N. I. Mehta & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants,Ahmedabad, Cost Auditors, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2017 as per the following details:

1. M/s. N. I. Mehta & Co., Cost Accountants, Mumbai – Rs 8,25,000/- (rupees eight lacs twenty five thousand only)2. M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad – Rs 9,00,000-/- (rupees nine lacs only) plus service tax as applicable and reimbursement of out-of pocket expenses.


Management Proposal

Appointment of Mr. K. K.

Maheshwari as a Director of the

Company.

Mr K K Maheshwari was appointed on the Board w.e.f April 1, 2016. He is a Chartered Accountant.

Based on the recommendation of the Nomination, Remuneration and Compensation Committee, Mr. K. K. Maheshwari was appointed as an Additional Director on the Board of the Company with effect from 1st April, 2016 to hold office upto the date of the Annual General Meeting. He was also appointedas the Managing Director of the Company with effect from 1st April, 2016, subject to the approval of the Members.

Mr. Maheshwari has a very long association with the Aditya Birla Group, and brings in multi business, multi-geography and multi-cultural exposure in various roles across the Group. A Chartered Accountant by qualification, with around 38 years of experience, of which over 3 decades have been with theAditya Birla Group.

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Mr K K Maheshwari was appointed on the Board w.e.f April 1, 2016. He is a Chartered Accountant.

Based on the recommendation of the Nomination, Remuneration and Compensation Committee, Mr. K. K. Maheshwari was appointed as an Additional Director on the Board of the Company with effect from 1st April, 2016 to hold office upto the date of the Annual General Meeting. He was also appointedas the Managing Director of the Company with effect from 1st April, 2016, subject to the approval of the Members.

Mr. Maheshwari has a very long association with the Aditya Birla Group, and brings in multi business, multi-geography and multi-cultural exposure in various roles across the Group. A Chartered Accountant by qualification, with around 38 years of experience, of which over 3 decades have been with theAditya Birla Group.

Management Proposal

Appointment and remuneration of

Mr. K. K. Maheshwari as the Managing Director of the

Company.

Management Proposal

Appointment of Mrs. Alka Marezban

Bharucha as an Independent


Mrs Alka was appointed on the Board w.e.f June 9, 2016. She holds the qualification of B.A (Hons.), LLB, LLM. She began her career with Mulla & Mulla & Craigie Blunt & Caroe, and joined Amarchand & Mangaldas as partner in 1992. In 2008, she co-founded Bharucha & Partners.

She was appointed as an Additional Director (Independent) of the Company to hold office for a period of five consecutive years, not liable to retire by rotation, subject to consent by the Members of the Company at the ensuing Annual General Meeting.

Since the Director was appointed post the financial year under review, her attendance in Board Meeting cannot be taken into consideration. She holds directorships in 4 other public companies.


Management Proposal

Appointment of Mr. Atul Daga as a Director of the

Company

Mr Atul was appointed as an Additional Director on the Board of the Company with effect from 9th June, 2016 to hold office up to the date of the AnnualGeneral Meeting. He was also appointed as the Whole-time Director and Chief Financial Officer of the Company with effect from 9th June, 2016, subject to the approval of the Members.

He is a Chartered Accountant by qualification with over 29 years’ experience, of which over two decades have been with the Aditya Birla Group. He joined the Group in 1988 at Rajashree Cement, a division of the then Indian RayonLimited. He has worked as Executive Assistant.

Since the Director was appointed during the financial year his attendance in Board Meetings cannot be taken into consideration. He holds directorship in 1 other company.


Management Proposal

Appointment and remuneration of

Mr. Atul Daga as Whole-time Director and

Chief Financial Officer of the

Company.

2

For For

For For

For For

Management Proposal

Issue of Non-convertible Redeemable

Debentures on private placement

basis upto an amount of Rs 9,000 crores.

The approval of the Members is being sought by way of a special resolution authorising the Board of Directors of the Company to issue up to an amount not exceeding Rs 9,000 crores on a private placement basis, at a discount or at par or at a premium and at such interest rate as may be appropriate considering the prevailing money market conditions at the time of issuance, during a period of one year from the date of passing of this resolution.


Resolution relating to issue of NCDs up to Rs. 9000 crs, we recommend voting in favor. Also recommend voting in favor of raising of money from banks, not exceeding Rs. 6000 crs over and above the aggregate of the paid-up share capital of the Company and its free reserves. Creation of charge/mortgage etc. for such raising of money is also required, and hence vote in favor of this.Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

Management Proposal

Increase in borrowing limits of the Company.

The Members of the Company had, through postal ballot, on 8th September, 2014, authorised the Board of Directors to borrow money(ies) on behalf of the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) and for creation of charge on moveable and immovable properties of the Company as security in favour of lending agencies for a sum not exceeding Rs 2,000 crores, over and above the aggregate of the paid-up share capital and free reserves of the Company.

Comments of equity research team:Creation of charge/mortgage etc. for such raising of money is also required, and hence vote in favor of this.

Conclusion:

Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

Management Proposal

Creation of security on the

properties of the Company, both

present and future, in favour

of lenders.

2


Increase in limits for investment in the equity share

capital of the Company by Registered

Foreign Portfolio Investors

including Foreign Institutional

Investors from 24% to 30%.

The aggregate holdings of RFPIs and Deemed RFPIs put together shall not exceed 24% of the paid-up equity share capital of the Company. However this limit may be increased up to the sectoral cap applicable to the Company which is 100% of the paid-up capital, with the approval of the Board of Directors and the shareholders of the Company by way of a special resolution.

The existing RFPI shareholding in your Company is 19.35%. To make more space for RFPIs to invest in the equity share capital of the Company, it is proposed to increase the RFPIs (including Deemed RFPIs) investment limit up to 30% of its total paid-up equity share capital, subject to the approval of Members by way of a special resolution.


Recommend voting in favor of investment by FPIs and FIIs up to 30% of the paid up equity of the company.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

2

21-Jul-16 For For

For For

For For

Ashok Leyland Limited


Management Propopsal

To receive consider and

adopt:

Audited standalone and consolidated

financial statement of the

company including profit

and loss account, balance sheet,

cash flow statement and the

report of the Director and

Auditors thereon for the financial

year ended March 31, 2016

The Company has earned total revenue of Rs 1,893,145.13 lakhs as on 31st March 2016 as compared to Rs 1,368,665.49 lakhs as on 31st March 2015.

The Company has incurred total expenses of Rs 1,737,282.13 lakhs as on 31st March, 2016 as compared to Rs 1,334,539.41 lakhs as on 31st March, 2015.


Consolidated:

The Company has earned total revenue of Rs 2,081,058.21 lakhs as on 31st March, 2016 as compared to Rs 1,552,971.47 lakhs as on 31st March, 2015.


Net profit being Rs 107,068.34 lakhs as on 31st March, 2016 as compared to Rs 13,389.01 lakhs as on 31st March, 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.

The Auditors Reports dated May 10, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.



Declaration of Dividend for the

financial year 2015

We propose voting in favour of the resolution for declaration of dividend on equity shares for the financial year 2015-16.


To appoint a Director in place of Mr A K Das

(DIN: 00122913), director liable to retire by rotation

Mr A K Das (DIN: 00122913), was appointed on the Board w.e.f November 19, 1994. He has expertise in the field of International Trade and Commerce, including of international trade operations for over 10 years. He holds the qualification of B.A.

He holds directorships in 6 other companies. He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting.

The Director is liable to retire by rotation and being eligible offer himself for re-appointment.


2

21-Jul-16

For For

For For

For For




To appoint auditors and fix

their remuneration and

in this regard

The company proposes to appoint M/s M S Krishnaswami and Rajan as Joint Statutory Auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting of the company.




Appointment of Dr Andrew C Palmer as an Independent

Director

Dr Andrew was appointed on the Board w.e.f November 4, 2015. He holds the qualification of Master’s Degree in Product Engineering, Doctrate in Management and is a Fellow Member of the Institute of Mechanical Engineers.

He holds directorships in 2 other companies. Since the Director was appointed during the financial year under review, his attendance in Board Meetings cannot be taken into consideration.



Re-appointment of Mr Vinod K Dasari as Chief

Executive Officer and Managing

Director

Mr Vinod Dasari was appointed on the Board w.e.f May 8, 2008. He holds the qualification of BS (Engg), MEM and MBA.

He holds directorships in 8 other companies. He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting of the company.

He was appointed as the Managing Director of the company for a period of three years effective April 1, 2014 by the shareholders of the company held on July 26, 2014. His appointment is due for renewal on March 31, 2017. The Board of Directors of the company at their meeting held on May 25, 2016 approved his appointment as CEO & MD for a period of five years from April 1, 2016 to March 31, 2021.


2

21-Jul-16

For For

For For

For For




Ratification of Cost Auditor’s

remuneration for the financial year

2015-2016

The company proposes to ratify the appointment of Cost Auditors namely M/s Geeyes and Co., Cost Accountants, on a remuneration of Rs 5,00,000/- for the financial year ended March 31, 2016.



To consider and approve payment of Commission to

the Non – Executive Directors

The members of the company at the AGM held on July 19, 2011 approved the payment of Commission to Non – Executive Directors upto one percent per annum for a period of 5 years commencing from April 1, 2011 until March 31, 2016 in addition to the sitting fees.

It is proposed to continue the payment of commission to Non – Executive for a further period of five years commencing from April 1, 2016.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard we may vote in favour of the same.


To consider and approve issue of further securities.

The management proposes to issue equity shares on any other securities that are convertible or exchanged for equity shares to eligible investors including Qualified Institutional Players, Foreign Investors, Corporate Bodies, Mutual Funds, Banks, etc.

Comments of equity research team:We recommend voting in favour.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions of the SEBI Regulations, we may vote in favour of the same.

2

21-Jul-16

For For

For For




To consider and approve issue of Non Convertible Debentures on

Private Placement

At the previous Annual General Meeting of the Company held on June 29, 2015, the company obtained such approval from the shareholders for an amount of upto Rs 300 crores.

In order to augment long term resources for financing, the company may offer or invite subscription for secured / unsecured redeemable non – convertible debentures on private placement basis amounting to Rs 700 crores.

The said borrowing is within the overall borrowing approval limit of Rs 8000 crores approved by the members by a special resolution at their meeting held on July 26, 2014.

Comments of equity research team: We recommend voting in favour.



To consider and approve Ashok

Leyland Employees Stock Option Plan 2016

The company believes that the equity based compensation schemes are effective tools to reward the employees, to create an employee ownership in the company and for the benefit of the employees.

The company seeks approval in respect of AL ESOP 2016 and grant of stock options available to the eligible employees of the company.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the company.

2

22-Jul-16 ITC Limited For For

For For


Management Proposal

Adoption of the Financial

Statements for the financial year



Statements for the said financial year

and the Reports of the Board of

Directors and the Auditors.

The Company has earned total revenue of Rs 38641.13 Crores as on 31st March 2016 as compared to Rs 38050.53 crores as on 31st March, 2015.



Consolidated:

The Company has earned total revenue of Rs 40975.75 Crores as on 31st March 2016 as compared to Rs 40091.32 crores as on 31st March, 2015.


Net profit being Rs 9911.61 crores as on 31st March, 2016 as compared to Rs 9663.17 crores as on 31st March, 2015.No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.

The Auditors Reports dated May 20, 2016 on the standalone and the consolidated financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of dividend for the financial year

ended 31st March, 2016.

We propose voting in favour of the resolution for declaration of dividend for the financial year ended March 31st, 2016.

2

22-Jul-16 ITC Limited

For For

For For


Management Proposal


of Mr. Nakul Anand (DIN:


and, being eligible, offers himself for re-

election.

Nakul Anand (59), DIN: 00022279, was appointed as a Director on the Board of ITC effective January 3, 2011.

In addition to overseeing the Hospitality, Travel & Tourism businesses of ITC, he has taken over in December 2014, the responsibility for overseeing the Lifestyle Retailing Business. An Economics Honours graduate from Delhi University with an AMP degree from Bond University, Australia, Anand joined ITC Hotels’ Management Training Programme in 1978. He has also served as the Managing Director of erstwhile ITC Hotels Limited during the period 2003-05.

He has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorships in 8 other companies including private companies.



Management Proposal

Ratification of appointment of Messrs. Deloitte Haskins & Sells,

Chartered Accountants, as Auditors, and

approval to their remuneration for the financial year

2016-17.

The company proposes to ratify appointment of Messers Deloitte Haskins & Sells, Chartererd Accountants for a period of one year i.e from the commencement of this upto the conclusion of the ensuing AGM.


2


For For

For For


Management Proposal

Appointment of Mr. Sanjiv Puri as Director, liable to retire by rotation,

and also as Wholetime

Director with effect from 6th

December, 2015.

Mr Sanjiv Puri was appointed as an Additional Executive Director on the Board of ITC effective December 6, 2015. He is an alumnus of the Indian Institute of Technology, Kanpur, and joined ITC in 1986.

He is responsible for overseeing the FMCG businesses and the Paperboards, Paper and Packaging businesses of ITC.

Since the Director was appointed during the financial year, his attendance in Board Meetings cannot be taken into consideration. He holds directorships in 3 other companies.



Management Proposal

Appointment of Mr. Rajiv Tandon as Director, liable

to retire by rotation, and also

as Wholetime Director with

effect from 22nd January, 2016.

Rajiv Tandon (62), DIN: 00042227, was appointed as an Additional Executive Director on the Board of ITC effective January 22, 2016. He is responsible for Finance, Accounting, Internal Audit Functions and Investment Subsidiaries of the Company. Prior to this, he was the Chief Financial Officer of the Company, a position that he continues to hold.

A Fellow member of the Institute of Chartered Accountants of India with over three decades of experience, Tandon has held various positions in ITC including Executive Vice President - Finance & MIS of the Tobacco Division, Executive Vice President - Corporate Finance Finance Advisor and member of the Management Committee of Agri Business and Tobacco Divisions.

He holds directorship in 10 other companies including foreign company. Since the Director was appointed during the financial year his attendance in Board Meetings cannot be taken into consideration.


Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may bote in favour of the same.

2


For For

For For


Management Proposal

Appointment of Ms. Nirupama

Rao as Independent Director with

effect from 8th April, 2016.

Nirupama Rao, DIN: 06954879, was appointed as an Additional Non-Executive Independent Director on the Board of ITC effective April 8, 2016. A Graduate in English Literature, she was a Fellow of the Harvard University (1992-93), Fellow of the Brown University and a recipient of the degree of Doctor of Letters (Honoris Causa) from the Pondicherry University.

She was also the first woman spokesperson of the Ministry of External Affairs. After her retirement, she was appointed Ambassador of India to the United States for tenure of two years.

Since the Director was appoint post the end of financial year under review, her attendance in Board Meetings cannot be taken into consideration.. She holds directorships in 4 other companies.


Management Proposal

Appointment of Mr. Yogesh

Chander Deveshwar as Non-Executive Director, not

liable to retire by rotation, and

Chairman with effect from 5th February, 2017.

Y. C. Deveshwar , DIN: 00044171 joined ITC in 1968 and is an alumnus of the Indian Institute of Technology, Delhi and Harvard Business School. He was appointed as a Director on the Board of the Company on April 11, 1984 and became the Chief Executive and Chairman of the Board on January 1, 1996. Between 1991 and 1994, he led Air India as Chairman and Managing Director. In 2011, Deveshwar was conferred the Padma Bhushan, one of the highest civilian awards in the country, by the Government of India. Amongst several other awards and recognitions during his distinguished career, Deveshwar has been honoured with the Global Leadership Award by the US-India Business Council of the US Chamber of Commerce in 2010, the Business Leader of the Year Award from the All India Management Association in 2012, Business Person of the Year Award 2006 by the UK Trade & Investment, and the Sustainability Leadership Award 2007 conferred at Zurich at the International Sustainability Leadership Symposium. He was inducted to the prestigious Hall of Pride at the Indian Science Congress in 2006. Earlier, he was also named Manager Entrepreneur of the Year 2001 by Ernst & Young.

Since the proposal to appoint him is w.e.f February 2, 2017, his attendance in Board Meetings cannot be taken into consideration. He holds directorships in 5 other companies. He had 100% attendance in the previous financial year and had also attended the previous annual general meeting.


2


For For

For For


Management Proposal

Variation in the terms of

remuneration of the Wholetime Directors with effect from 1st

April,2016.

The Board of Directors of the Company at the meeting held on 20th May, 2016, on the recommendation of the Nomination & Compensation Committee, have approved, subject to the approval of the Members, variation in the terms of remuneration paid / payable to the Wholetime Directors of the Company, submitted by the company is mentioned as an Annexure.

The company has disclosed that the other terms of remuneration of the Wholetime Directors shall remain unchanged.


Management Proposal

Remuneration by way of

commission to the Non-Executive

Directors, annually, for a

period not exceeding three

years, for each of the financial years

commencing from 1st April,

2016.

The Members of the Company at the Annual General Meeting held on 26th July, 2013 approved payment of remuneration by way of commission to the Non-Executive Directors of the Company, including Independent Directors, not exceeding one percent of the net profits of the Company, for each financial year, ranging between Rs 12,00,000/- and Rs 20,00,000/-, individually, for a period of three years from 1st April, 2013 to 31st March, 2016.

In order to bring the remuneration of the Non-Executive Directors in line with the current trends and commensurate with the time devoted and the contribution made by them, the Board of Directors of the Company at the meeting held on 20th May, 2016, have recommended for the approval of the Members, payment of remuneration by way of commission to the Non-Executive Directors of the Company for a period not exceeding three years with effect from 1st April, 2016.


2


For For

For For

22-Jul-16 For For


Management Proposal

Ratification of remuneration of Mr. P. Raju Iyer, Cost Auditor for

‘Paper and Paperboard’ and ‘Nicotine Gum’ products, for the

financial year 2016-17.

The Board of Directors of the Company at the meeting held on 8th April, 2016, on the recommendation of the Audit Committee, have approved the appointment and remuneration of Mr. P. Raju Iyer, Cost Accountant, to conduct audit of Cost Records maintained by the Company in respect of ‘Paper and Paperboard’ and ‘Nicotine Gum’ products, and Messrs. Shome & Banerjee, Cost Accountants, to conduct audit of Cost Records maintained in respect of the other applicable products of the Company viz. Soyabean Oil, Facewash, Handwash, Flexibles, Coffee, Milk Powder etc. for the financial year 2016-17.


Management Proposal


Messrs. Shome & Banerjee, Cost Auditors for all

applicable products of the Company other than ‘Paper and Paperboard’ and ‘Nicotine Gum’, for the financial year 2016-17.

Abott India Limited


Management Proposal





2016 together with the Reports of the Board of Directors and

Auditors thereon.


The Company has incurred total expenses of Rs 2277, 13.91 lakhs as on 31st March 2016 as compared to Rs 1992,51.28 lakhs as on 31st March, 2015.



The Auditors Reports dated May 25, 2016 on the standalone financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


2

22-Jul-16

For For

For For

For For

Abott India Limited


Management Proposal

To declare a final dividend of Rs 35/- per Equity Share for the financial year


We propose voting in favour of the resolution for declaration of dividend of Rs 35/- per equity share for the financial year ended March 31, 2016.

Management Proposal


of Mr Munir Shaikh (DIN :




Mr Munir Shaikh is a Fellow Member of the Institute of Chartered Accountants of England and Wales. He also possesses vast knowledge of the industry and is a consummate team player with an entrepreneurial flair. He was appointed on the Board with effect from March 2, 2001.




Management Proposal


of Ms Nancy Berce (DIN :



offers herself for re-appointment

Ms Berce has domestic and international experience in implementing and operating scale, enterprise – wide business information systems and services. She holds the qualification of graduation from Regis University with a double Major in Mathematics and Computer Informations’ System. The Director was appointed on the Board with effect from May 27, 2015.

Since the Director was appointed during the financial year her attendance in Board Meetings cannot be taken into consideration. She does not hold directorship in any other company.



2

22-Jul-16

For For

For For

For For

Abott India Limited


Management Proposal

Ratification of appointment of S

R B C & CO LLP, as Statutory Auditors and to


The company proposes to ratify the appointment of S R B C & Co. LLP, as Statutory Auditors and to fix their remuneration for a period of one year commencing from this AGM until the conclusion of the ensuing AGM.


Management Proposal


payable to M/s N I Mehta & Co.,


2016-17

The company proposes to ratify the appointment of M/s N I Mehta & Co., Cost Auditors for the financial year 2016-1 7 for a period of one year commencing from this AGM until the conclusion of the ensuing AGM.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013

Management Proposal

Appointment of Mr Kaiyomarz Marfatia as a


Mr Kaiyomarx Marfatia was appointed on the Board with effect from March 1, 2011.

He holds the qualification of Bachelor Degree in Commerce from Mumbai University and Law Degree from Government Law College, Mumbai.

He has over 35 years of experience in the legal and secretarial streams, of which 20 years have been with Abott India Limited.

He has 100% attendance in Board Meetings and has also attended the previous AGM. He does not hold directorship in any other companies.



2

22-Jul-16

For For

22-Jul-16 For For

For For

Abott India Limited


Management Proposal

Re-appointment of Mr R. A. Shah as an Independent

Director

Mr Shah was appointed on the Board with effect from February 21, 1983. He holds the qualification of a Solicitor.

He specializes in broad spectrum of Corporate Law in general, with special focus on Foreign Investments, Joint Ventures, Technology and License Agreements, Intellectual Property Rights, Mergers and Acquisitions, Corporate Law, Competition Law and Insider Trading Regulations.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 12 other companies including private companies.


Axis Bank Limited


Management Proposal


adopt :(a) the audited

financial statements of the

Bank for thefinancial year

ended 31st March 2016 and the

Reportsof the Board of

Directors and the Auditors thereon;

and

The Bank has earned total revenue of Rs 503,595,008 thousand as on 31st March, 2016 as compared to Rs 438,436,435 thousand as on 31st March, 2015.





Management Proposal

(b) the audited consolidated

financial statements for the

financial year ended 31st March

2016 and the Report

of the Auditors thereon.


The Bank has incurred total expenses of Rs 430,066,413 thousand as on 31st March, 2016 as compared to Rs 371,170,894 thousand as on 31st March, 2015.

Net profit being Rs 83,575,842 thousand as on 31st, 2016 as compared to Rs 74,484,815 thousand as on 31st March, 2015.

We may vote in favour of the same

2

22-Jul-16

For For We propose voting in favour of declaration of dividend on the equity shares of the Bank.

For For

For For

Axis Bank Limited


Management Proposal

Declaration of dividend on the Equity Shares of

the Bank

Management Proposal


of Shri V. Srinivasan

(DIN 00033882), who retires by

rotation and being eligible,

has offered himself for re-appointment

Shri V. Srinivasan is a qualified engineer from the College of Engineering, Anna University, Chennai and completed his PGDBM from the Indian Institute of Management, Calcutta in 1990.

He has more than 25 years of experience in the financial services sector. He has also served as a Chairman of FIMMDA, the key self-regulatory body for bond and money markets and PDAI, the self regulatory organization for Primary Dealers. Currently, he is a Member of CII National Committee on Banking. He joined the Bank in September, 2009 as the Executive Director (Corporate Banking).

He was appointed on the Board w.e.f July 24, 2015. He has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 6 other companies.



Management Proposal


M/s. S. R. Batliboi & Co

LLP, Chartered Accountants,

Mumbai, (Membership No. 301003E) as the


Bank

The Bank proposes to ratify the appointment of M/s S R Batliboi & Co., LLP, as statutory auditors of the Bank for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2

22-Jul-16

For For

For For

Axis Bank Limited


Management Proposal

Appointment of Shri Rakesh

Makhija (DIN 00117692) as

an Independent Director

Shri. Rakesh Makhija is a chemical engineer from the Indian Institute of Technology, New Delhi. During his career spanning over four decades, he has been an active participant and contributor to the industrial and technology sectors, both internationally and in India.

He has held a number of top management positions within the SKF Group. He was the President for the Industrial Market (Strategic Industries), and a member of the Group Executive Committee, a position that he held till December 2014. Prior to this, he was President of SKF Asia with overall responsibility for China and India.

He was appointed as an Additional Independent Director of the Bank w.e.f. 27th October, 2015. Under Section 161 of the Companies Act, 2013, read with Article 92 of the Articles of Association of the Bank, he continues to hold office as a Director of the Bank until the conclusion of the 22nd Annual General Meeting.

The Director was appointed during the financial year under review, 2 Board Meetings were held post his appointment, he has attended both the Board Meetings. He holds directorship in 4other companies.


Management Proposal

Appointment of Smt. Ketaki

Bhagwati (DIN 07367868) as an

IndependentDirector of the

Bank

Smt. Ketaki Bhagwati is a former Chief Investment Officer in the Financial Institutions Group at the International Finance Corporation (IFC), the private sector financing arm of the World Bank Group. She has over twenty four years of experience in private equity, M&A, debt & structured finance and distressed asset workouts across sectors in several regions including Asia, the MiddleEast & Africa.

Smt. Ketaki Bhagwati was appointed as an Additional Independent Director of the Bank w.e.f. 19th January 2016. Under Section 161 of the Companies Act, 2013, read with Article 92 of the Articles of Association of the Bank, she continues to hold office as a Director of the Bank until the conclusion of the 22nd Annual General Meeting.

Since the Director was appointed during the financial year under review, her attendance in Board Meeting cannot be taken into consideration. She does not hold directorship in any other company.


2

22-Jul-16

For For

For For

Axis Bank Limited


Management Proposal

Appointment of Shri B. Babu Rao (DIN 00425793)

as a Non – Executive

Director of the Bank

Shri Babu was appointed on the Board w.e.f January 19, 2016. He has more than 26 years of experience in the area of Finance, Capital Markets and Fund Management in UTI Mutual Fund. He is currently managing the activities of the Specified Undertaking of Unit Trust of India (SUUTI) on deputation from UTI Asset Management Company Ltd. During his career in SUUTI, he has handled various assignments and extensively worked in the areas of Project Finance, Investment Management, Offshore Funds, Venture Capital and Private Equity Funds, resolution of stressed assets and investor relations. Prior to joining UTI in the year 1989, he worked with Larsen & Toubro Ltd. for six years.

Shri Babu Rao holds Bachelors degree in Engineering and has completed his PGDBM from the Indian Institute of Management, Ahmedabad.

Since the Director was appointed during the financial year under review, his attendance in Board Meetings cannot be taken into consideration.. He holds directorships in 2 other companies.


Management Proposal

Revision in the remuneration

payable to Smt. Shikha Sharma

(DIN 00043265) as the Managing Director & CEO

of the Bank, w.e.f. 1st June 2016,

subject to the approval of the

Reserve Bank of India.

The Bank proposes to revise the remuneration payable to Smt. Shikha Sharma as the Managing Director and CEO of the Bank w.e.f June 1st, 2016 subject to the approval of the Reserve Bank of India.Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2

22-Jul-16

For For

For For

Axis Bank Limited


Management Proposal

Re-appointment of Shri V.

Srinivasan (DIN 00033882) as the

Whole Time Director

designated as the ‘Executive

Director & Head (Corporate

Banking)’ of the Bank, from 15th

October 2015 upto 20th

December, 2015 and thereafter as the Whole Time

Director designated as the

‘Deputy Managing

Director’ of the Bank, for a period

of three years.

The Board of Directors at its meeting held 24th July, 2015 had re-appointed Shri V. Srinivasan as the Executive Director & Head (Corporate Banking) of the Bank, for a further period of 3 years, with effect from 15th October 2015, on the existing terms and conditions, subject to the approval of the Reserve Bank of India and the Shareholders of the Bank at the 22nd Annual General Meeting as his tenure as the Executive Director & Head (Corporate Banking) of the Bank, would have expired on 14th October, 2015.

In order to maintain a robust pipeline of talent for leadership positions in the Bank and to facilitate development of officers by entrusting them with higher responsibilities, the Nomination and Remuneration Committee felt that it would be appropriate to create the post of Deputy Managing Director of the Bank, which was approved by the Board of Directors at its meeting held on 27th October 2015. At the said meeting, the Board of Directors re-designated Shri V. Srinivasan as the Deputy Managing Director of the Bank, with effect from 15th October 2015 on the existing terms and conditions, subject to the approval of the Reserve Bank of India and the Shareholders of the Bank.

Thereafter, in terms of the approval of the Reserve Bank of India, Shri V. Srinivasan took charge as the ‘Deputy Managing Director’ of the Bank, for a period of three years, with effect from 21st December 2015, subject to the approval of the Shareholders of the Bank at the 22nd Annual General Meeting.

The revised terms of remuneration is proposed as under:

Term: From 21st December, 2015 upto 20th December 2018 as the Deputy Managing Director of the Bank.

Salary: Rs 1,93,74,000 p.a.

Leave Fare Concession: Rs 6,05,000 p.a.In addition, he shall be eligible for other perquisites as may be permissible.

Since the appointment / proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.Management

ProposalRevision in the remuneration

payable to Shri V. Srinivasan (DIN 00033882) as the

Whole Time Director

designated as the ‘Deputy

Managing Director’ of the Bank, w.e.f. 1st

June 2016, subject to the

approval of the Reserve Bank of

India.

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Axis Bank Limited


Management Proposal

Appointment of Dr. Sanjiv Misra (DIN 03075797)

as anIndependent

Director of the Bank.

The Administrator of the Specified Undertaking of the Unit Trust of India (SUUTI) (erstwhile Unit Trust of India), Promoter of the Bank had at the time of incorporation of the Bank subscribed to its entire share capital. Thereafter, due to equity infusion by other investors in the months of September / October, 1994, the stake of SUUTI got diluted to 86.96% of the total paid up share capital of the Bank.

Considering the said stake held by SUUTI in the Bank, Article 89 (1) of the Article of Association (AOA) of the Bank (as amended from time to time) had granted powers to SUUTI to nominate the Chairman and three other Directors on the Board of the Bank.

As on 31st March 2016, the stake of SUUTI in the Bank had got diluted to 11.53% of its total paid up share capital, mainly on account of fresh capital raised by the Bank by way of preferential allotment, QIP and GDR issuances, exercise of stock options by certain employees/ Whole time Directors of the Bank and also partial divestment of upto 9% of the total paid up share capital of the Bank by SUUTI in March 2014. Notwithstanding the said dilution, the original right of SUUTI to nominate the Chairman and three other Directors on the Boardof the Bank, had remained unchanged. Given the dilution in the stake of SUUTI, the Bank had represented to SUUTI that it would be in the interest of the Bank to enable each of SUUTI and LIC to have the right to nominate one director each on the Board of the Bank, and the right to appoint the Chairman should vest with the Board of Directors of the Bank, in

Management Proposal

Appointment of Dr. Sanjiv Misra (DIN 03075797)

as the Non Executive (Part-Time) Chairman

of the Bank.

Management Proposal

Appointment of Shri Rajiv Anand (DIN 02541753)

as aDirector of the

Bank.

The Board of Directors of the Bank at its meeting held on 12th May 2016 approved the appointment of Shri Rajiv Anand as an Additional Director of the Bank to hold office as such upto the date of the 22nd Annual General Meeting and as the Whole Time Director designated as the ‘Executive Director (RetailBanking)’ of the Bank, for a period of three years, with effect from 12th May, 2016 upto 11th May, 2019.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings for the said FY cannot be taken into consideration. He holds directorships in 1 other company.


Management Proposal

Appointment of Shri Rajiv Anand (DIN 02541753)

as the Whole Time Director

designated as the ‘Executive

Director (Retail Banking)’ of the

Bank, for a period of three years

w.e.f.12th May 2016 upto 11th

May 2019, subject to the


India.

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Axis Bank Limited


Management Proposal

Appointment of Shri Rajesh

Dahiya (DIN 0007508488) as a

Director of the Bank.

The Board of Directors of the Bank at its meeting held on 12th May 2016, approved the appointment of Shri Rajesh Dahiya as an Additional Director of the Bank to hold office as such upto the date of the 22nd Annual General Meeting and as the Whole Time Director designated as the ‘Executive Director (Corporate Centre)’ of the Bank, for a period of three years, with effect from 12th May 2016 upto 11th May 2019.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings for the said FY cannot be taken into consideration. He does not hold directorship in any other company.


Management Proposal


Dahiya (DIN 0007508488) as the Whole Time

Director designated as the

‘ExecutiveDirector

(Corporate Centre)’ of the

Bank, for a period of three years

w.e.f. 12th May 2016 upto 11th

May 2019, subject to the


India.

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Axis Bank Limited


Management Proposal

Payment of Profit Related

Commission to the Non-Executive Directors

(excluding the Non Executive

Chairman) of the Bank,

for a period of five years w.e.f. 1st April 2015.

In terms of the said Circular, the Board of Directors of the Bank in consultation with the Nomination & Remuneration Committee is required to formulate and adopt a Comprehensive Compensation Policy for its Non-Executive Directors (NED). Further, whilst formulating the said policy, the Board is required to ensure compliance with the relevant provisions of the Companies Act, 2013. In terms of the said Policy, compensation can be paid to each NED of the Bank (other than Non-Executive Chairman) in the form of profit related commission, subject to the Bank making profits and within the overall limit of Rs 10 lacs p.a.

Accordingly the Nomination & Remuneration Committee at its meeting held on 26th October 2015, had considered and reviewed, the Comprehensive Compensation Policy for the NED of the Bank and recommended the same for the approval of the Board. The Board of Directors of the Bank at its meeting held on 27th October, 2015 considered and approved the Comprehensive Compensation Policy for the NED of the Bank, in terms of the said RBI Circular dated 1st June 2015.


Management Proposal

Borrowing/Raising funds in Indian Currency / Foreign Currency by issue of Debt

Instruments including but not limited to bonds, green bonds and non-convertible

debentures for an amount of upto

Rs 35,000 crore.

Keeping in view the Bank’s projections in domestic and overseas operations, the Bank may need to raise additional funds in one or more tranches in Indian as well as overseas market in the form of capital to maintain the desired capital to risk weighted assets ratio (CRAR) by issuing Tier I and Tier II debt instruments, senior unsecured long term bonds, green bonds, medium term notes and /or otherdebt instruments.

Considering the above, the Board of Directors of the Bank at its meeting held on 25th April, 2016 has proposed to obtain the consent of the Members of the Bank for borrowing/raising funds in Indian currency/ foreign currency by issue of debt instruments in domestic and/ or overseas market, in one or more tranches as per the structure and within the limits permitted by the Reserve Bank of India and other regulatory authorities to eligible investors of an amount not exceeding Rs 35,000 crore. The debt instruments would be issued by the Bank in accordance with the applicable statutory guidelines, for cash either at par or premium or at a discount to face value depending upon the prevailing market conditions.

Comments of equity research team:Resolution number 18 pertains to raising of non-convertible debentures upto Rs.35,000 crore (Rupees Thirty Five Thousand crore only) in domestic and/or overseas market, in one or more tranches, on a private placement basis during a period of one year from the date of passing of this Resolution, within the overall borrowing limits of the Bank. We recommend voting in favour of it.


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Sundaram Finance Limited


Management Proposal


Statements (including audited





Directors’ and Auditors’ thereon.

The Company has earned total revenue of Rs 2475,02.33 lakhs as on 31st March 2016 as compared to Rs 2368,25.30 lakhs as on 31st March 2015.

The Company has incurred total expenses of Rs 1791,78.98 lakhs as on 31st March 2016 as compared to Rs 1717,05.48 lakhs as on 31st March 2015.

Net profit being Rs 477,27.75 lakhs as on 31st March, 2016 as compared to Rs 454,14.36 lakhs as on 31st March 2015

Consolidated:

The Company has earned total revenue of Rs 5034,72.08 lakhs as on 31st March 2016 as compared to Rs 4294,27.04 lakhs as on 31st March 2015.


Net profit being Rs 583,17.45 lakhs as on 31st March, 2016 as compared to Rs 575,88.24 lakhs as on 31st March 2015




Management Proposal


The company proposes to declare a final dividend of Rs 1/- per share for the year ended 31st March 2016 on the paid-up capital of Rs 111.10 cr making with the interim dividend of Rs 4.50 per share and 2nd interim dividend of Rs 5.50 per share, a total dividend of Rs 11/- per share for the year 2015-16 and that the total dividend amount of Rs 122,21.42 lakhs representing the said total dividend of Rs 11/- per share be paid out of the profits for the year 2015-16.

We propose voting in favour of declaration of dividend for the financial year 2015-16.

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Management Proposal

Appointment of Shri T T

Srinivasaraghavan (holding DIN:

00018247) as Director liable to retire by rotation.

Shri T T Srinivasaraghavan was appointed on the Board with effect from February 1, 1998. He holds the qualification of B.Com, MBA. Has nearly four decades of experience in Banking and Financial Services. Has held various operational roles in the Company and brings to bear in-depth knowledge ofautomotive financing.

He has 100% attendance in Board Meetings and has also attended the pervious AGM. He holds directorships in 7 other companies.

The Director is laible to retire by rotation and being eligible offers himself for re-appointment.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of or company, we may vote in favour of the same.

Management Proposal

Appointment of Shri S Ravindran( DIN: 00045076) as Director liable

to retire by rotation.

Shri S Ravindran was appointed on the Board with effect from July 29, 2008. He holds the qualification of B.Com. A.C.A and has diverse experience in various positions in Autoancillary industry, educational printing, publishing and distribution industry and health care industry in India and abroad for over 30 years.



Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favourof the same.

Management Proposal

Appointment of Messrs.

Brahmayya & Co., Chartered Accountants as


Company

The company proposes to ratify the appointment of Messers Brahmayya & Co., Chartered Accountants, Mumbai as Statutory Auditors from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17 at a fee of Rs 60 lakhs in addition to the tax audit fee of Rs 15 lakhs.



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Zee Entertainment Enterprises Limited


Management Proposal

Adoption of Audited Financial Statements of the

Company on a standalone and

consolidated basis for the financial


including the Balance sheet, Statement of

Profit & Loss and the Reports of the

Auditors and Directors thereon.

The Company has earned total revenue of Rs 44,292 millions as on 31st March 2016 as compared to Rs 36,535 millions as on 31st March 2015.

The Company has incurred total expenses of Rs 31,011 millions as on 31st March 2016 as compared to Rs 24,413 millions as on 31st March 2015.

Net profit being Rs 8,593 millions as on 31st March, 2016 as compared to Rs 8,318 millions as on 31st March 2015

Consolidated:

The Company has earned total revenue of Rs 60,531 millions as on 31st March 2016 as compared to Rs 51,115 millions as on 31st March 2015.

The Company has incurred total expenses of Rs 44,383 millions as on 31st March 2016 as compared to Rs 37,075 millions as on 31st March 2015.

Net profit being Rs 10,267 millions as on 31st March, 2016 as compared to Rs 9,775 millions as on 31st March 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.



Management Proposal

Confirmation of Dividend paid on

the Preference Shares of the

Company for the financial year / period ended

March 31, 2016.

We propose voting in favour of confirmation of dividend paid on preference shares of the company for the financial year ended March 31, 2016.

Management Proposal

Declaration of Dividend of Rs 2.25 per Equity

Share for the financial year

ended March 31, 2016.

We propose voting in favour of declaration of dividend of Rs 2.25 per equity share for the financial year ended March 31, 2016.

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Management Proposal

Re-appointment of Dr. Subhash Chandra as a


Dr Subhash Chandra was appointed on the Board w.e.f June 25, 1992.

He has been awarded the International Emmy Directorate Award at 39th International Emmy Awards night in New York and has also been Honored with the Doctorate of Business Administration by the University of East London. His immense contribution to the socio – economic wellbeing, was recognised by Canada India Foundation by honoring him with the Global Indian Award.




Management Proposal


The company proposes to ratify the appointment of M/s MGB & Co., Chartered Accountants, Mumbai as Statutory Auditors from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17.


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Management Proposal

Appointment of Mr. Adesh Kumar

Gupta as Independent

Director

Mr Adesh is a Chartered Accountant, Company Secretary and AMP from Harvard is a professional with rich experience of over 35 years in Corporate Strategy, M&A, Business restructuring, Fund raising, Taxation etc. During his distinguished career of over 3 decades in Aditya Birla Group.

The Board of Directors of the Company had appointed Mr Adesh Kumar Gupta as an Additional Director of the Company, in the category of Independent Directors with effect from December 30, 2015. Pursuant to Section 161(1) of the Companies Act 2013, he holds office till the date of this Annual General Meeting.The tenure proposed herewith is for a period of 3 years.


Since the appointment is in conformity with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same. Mr Adesh is a Chartered Accountant, Company Secretary and AMP from Harvard is a professional with rich experience of over 35 years in Corporate Strategy, M&A, Business restructuring, Fund raising, Taxation etc. During his distinguished career of over 3 decades in Aditya Birla Group.

The Board of Directors of the Company had appointed Mr Adesh Kumar Gupta as an Additional Director of the Company, in the category of Independent Directors with effect from December 30, 2015. Pursuant to Section 161(1) of the Companies Act 2013, he holds office till the date of this Annual General Meeting.

The tenure proposed herewith is for a period of 3 years.


Since the appointment is in conformity with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

Re-appointment of Prof. Sunil

Sharma as Independent Director for second term.

Mr Sunil is a faculty at IIM Ahmedabad and did his Doctorate in Business Policy (Strategic Management). Prof. Sunil Sharma worked in Corporate Sector for 16 years before he shifted to academia and joined IIM Ahmedabad. At the 32nd Annual General Meeting held on July 18, 2014, Members of the Company had approved appointment of Prof (Mr) Sunil Sharma as Independent Directors of the Company not liable to retire by rotation. The current term of the said appointment of Prof (Mr) Sunil Sharma as Independent Directors of the Company shall expire on January 21, 2017.

Since the current term of appointment of Independent Directors will expire before the next Annual General Meeting scheduled in 2017, the Board, based on the performance evaluation and after reviewing confirmation of independence received from these Directors, recommends the re-appointment of Prof (Mr) Sunil Sharma for a second term of 3 years commencing from the respective date(s) of expiry of the current term of appointment as Independent Director i.e. from January 22, 2017.

He has 90% attendance in Board Meetings. He does not hold directorship in any other company.


Management Proposal

Re-appointment of Prof. (Mrs.)

Neharika Vohra as Independent

Director for second term.

Prof. Neharika has vast experience of over 24 years in MBA teaching, executive education, leadership development programs etc and has authored various books and research papers in top international journals such as Science, American Psychologist, and Journal of Personality and Social Psychology.

At the 32nd Annual General Meeting held on July 18, 2014, Members of the Company had approved appointment of Prof (Mrs) Neharika Vohra, as Independent Directors of the Company not liable to retire by rotation.

The current term of the said appointment of Prof (Mrs) Neharika Vohra as Independent Directors of the Company shall expire on March 11, 2017 respectively.

Since the current term of appointment of Independent Directors will expire before the next Annual General Meeting scheduled in 2017, the Board, based on the performance evaluation and after reviewing confirmation of independence received from these Directors, recommends the re-appointment of Prof (Mrs) Neharika Vohra for a second term of 3 years commencing from the respective date(s) of expiry of the current term of appointment as Independent Director i.e. from March 12, 2017 respectively.

She has 90% attendance in Board Meetings, however she did not attend the previous Annual General Meeting. She does not hold directorship in any other company.


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Management Proposal

Maintenance of register of

members at the office of Registrar & Share Transfer Agent instead of Registered office of the Company.

The company has appointed M/s Link Intime India Private Limited as the Registrar & Share Transfer Agents effective from June 16, 2016 for providing services relating to transfer, transmission etc of Equity Shares and Preference Shares of the Company replacing the earlier R& T Agent M/s Sharepro Services (India) Pvt Ltd. Since the R&T agent has been charged with the duty inter alia of maintaining and updating the Register & Index of Members / Preference Shareholders and Share Transfer Register and other particulars, including Annual Returns and annexure thereto, it will be convenient for them to maintain if these are located at their office at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup West, Mumbai 400 078, rather than at the Registered office of the Company.


Torrents Pharmaceuticals Limited


Management Proposal


adopt the Standalone and Consolidated

Financial Statements as at

31st March, 2016 including the

Audited Balance Sheet as at 31st

March, 2016, the Statement of

Profit and Loss for the year ended on that date and

reports of the Directors’ and

Auditors’ thereon.



Net profit being Rs 1,763.34 crores as on 31st March, 2016 as compared to Rs 623.18 crores as on 31st March, 2015

Consolidated:

The Company has earned total revenue of Rs 6,892.03 crores as on 31st March, 2016 as compared to Rs 4,939.00 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 4,387.95 crores as on 31st March, 2016 as compared to Rs 3,999.19 crores as on 31st March, 2015.

Net profit being Rs 1,722.38 crores as on 31st March, 2016 as compared to Rs 750.94 crores as on 31st March, 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.



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Management Proposal

To confirm the normal annual

dividend of Rs 20/- as an interim

dividend and a special dividend

of Rs 15/- as second interim

dividend per fully paid equity share of face value of

Rs 5.00, declared and distributed by

the Board of Directors for the Financial year ended on 31st March, 2016.

We propose voting in favour of confirmation of normal annual dividend of Rs 20 as an interim dividend and a special dividend of Rs 15/- as second interim dividend per fully paid equity share for the financial year ended 31st March, 2016..

Management Proposal

Appoint a Director in place

of Shri Samir Mehta (holding DIN 00061903),

Director, who retires by rotation

Shri Samir Mehta was appointed on the Board w.e.f July 30, 2014. He is a B-School graduate, he has hands-on exposure and experience in the nuances of Business and Management. Torrent Group is being ably guided by him through his analytical and professional approach.

He has been providing strong strategic direction to all the business units of the Group. Under his leadership, Torrent Pharma took various strategic initiatives including forays into new therapies and geographies, creating resources to match the exacting demands of markets, making Torrent Pharma one of India’s fastest growing pharma majors.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds Directorships in 5 other companies.



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Management Proposal

Appoint Deloitte Haskins & Sells,

Chartered Accountants, Ahmedabad

(Firm Registration No.

117365W), as Statutory


The Board of Directors at their meeting held on 23rd May, 2016, on recommendation of the Audit and Risk Management Committee, approved the appointment of M/s. Kirit Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17 at fees of Rs 6,00,000/- plus out of pocket expenses and service tax as applicable for conducting the audit of the cost accounting records of all the manufacturing facilities of the Company from the conclusion of this Annual General Meeting till the next Annual General Meeting for audit of financial statements for the financial year 2016-17.


Keeping in view of the above, we may vote in favour of the same..

Shriram Transport Finance Limited


Management Proposal

Adoption of Audited Financial Statements of the

Company (including


Statements) for the Financial Year ended

March 31, 2016.

The Company has earned total revenue of Rs 1,024,526.14 lakhs as on 31st March 2016 as compared to Rs 864,472.45 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 846,383.02 lakhs as on 31st March, 2016 as compared to Rs 680,233.64 lakhs as on 31st March, 2015.

Net profit being Rs 117,819.76 lakhs as on 31st March, 2016 as compared to Rs 123,780.98 lakhs as on 31st March, 2015

Consolidated:

The Company has earned total revenue of Rs 1,031,375.02 lakhs as on 31st March, 2016 as compared to Rs 917,961.67 lakhs as on 31st March, 2015.


Net profit being Rs 118,361.82 lakhs as on 31st March, 2016 as compared to Rs 102,844.45 lakhs as on 31st March, 2015No major disqualification has been made in the Auditor’s report, Secretarial Auditor’s report.



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Management Proposal

Confirmation of Interim Dividend

and the declaration of

Final Dividend on equity shares

We propose voting in favour of confirmation of interim dividend and declaration of final dividend on equity shares.

Management Proposal

Appointment of Joint Auditors to hold the office

from conclusion of this AGM till

conclusion of next AGM and

fixing their remuneration.

The company proposes to appoint M/s B.R.Batliboi & Co. and G.D Apte & Co. as joint auditors from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting at a remuneration of Rs 95,00,000/- and Rs 47,50,000/- .

As per section 139(1) of the Companies Act, 2013, a transition period of three years from the commencement of the Companies Act, 2013 is provided to appoint a new auditor when the existing auditor’s firm has completed two terms of fiveConsecu tive years with the Company.

Keeping in view of the above, we may vote in favour of the same.Management

ProposalNot filling vacancy

subsequent to retirement of Mr. Umesh Revankar

(holding DIN 00141189),

director, who is not seeking re-appointment as director at the 37th AGM.

Mr Umesh Revankar (DIN: 00141189) is liable to retire by rotation at the Annual General Meeting and is eligible for re-appointment. However, in order to focus on his new assignment in Shriram Group, he does not seek re-appointment. The company does not propose to fill up the vacancy caused by retirement of Mr Umesh Revankar at the ensuing AGM.

Since the proposal is in accordance with Section 152 (7)(a) of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Appointment of Mr. Jasmit Singh Gujral (holding DIN 00196707)

as Director.

Mr Jasmit Singh Gujral (DIN00196707), holds the qualification of Post Graduate in Management. He has expertise in the field of financial services, marketing and general business management.

The Board of Directors of the company in their meeting held on April 29, 2016 appointed him as Managing Director and CEO w.e.f April 30, 2016 for a period of three years.

The remuneration proposed herewith is Rs 7,00,000/- per month towards salary. In addition he shall be eligible for commission and other perquisites.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He does not hold directorship in any other company.


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Mr Jasmit Singh Gujral (DIN00196707), holds the qualification of Post Graduate in Management. He has expertise in the field of financial services, marketing and general business management.

The Board of Directors of the company in their meeting held on April 29, 2016 appointed him as Managing Director and CEO w.e.f April 30, 2016 for a period of three years.

The remuneration proposed herewith is Rs 7,00,000/- per month towards salary. In addition he shall be eligible for commission and other perquisites.



Management Proposal

Appointment of Mr. Jasmit Singh Gujral (holding DIN 00196707)

as Managing Director and CEO

and payment of remuneration to

him.

Management Proposal

Special Resolution under Section 180(1)(c) of the Companies

Act, 2013 for enhancement of borrowing limit upto Rs.75,000

crores.

At the 36th AGM of the company held on July 31, 2015 the shareholders had passed the resolution authorising the Board to borrow upto a limit of Rs 67000 crores.

The monies borrowed and outstanding as at March 31, 2016 amounted to Rs 49790.70 crore. The company has plans to disburse about Rs 44000 crore during the current year, for financing the commercial vehicles, multi-utility vehicles, three wheelers, tractors, etc.

Therefore, the company proposes to enhance the limit to Rs 75,000 crores apart from temporary loans.


The resolution pertains to borrowing money from different sources provided the total amount borrowed and outstanding at any point of time do not exceed Rs.75000cr. We recommend voting in favour of the resolution.

Conclusion: Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

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Management Proposal

Enhancement of limit upto

Rs.93,750 crores for creation of

security on assets in respect of

borrowings of the Company.

The company proposes to enhance the limit of mortgage / charge the immoveable property / moveable property of the company to secure the loans, debentures, bonds, financial assistances etc aggregating upto Rs 93750 crores.


The resolution pertains to mortgage of any property of the company to secure the debentures, etc. We recommend voting in favour of the resolution.


Management Proposal

Issue of Securities on Private

Placement basis.

For the purpose of on- lending, to grow the asset book or for refinancing existing debt and other general purposes of the company, it is proposed to raise fresh funds by issue of securities namely secured redeemable Non Convertible Debentures (NCDs), Commercial Papers, Bonds or any other Debt securities on Private Placement Basis during the period of one year for a sum not exceeding Rs 25,000 crores.


The resolution pertains to subscription of various debt instruments for a sum not exceeding Rs.25000 cr. We recommend voting in favour of the resolution


Management Proposal

Alteration of Article 36 of the


Company.

The company proposes to amend Article 36 of the Articles of Association of the Company for operational convenience.


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For For We propose voting in favour of declaration of dividend for the year ended March 31st, 2016.

GlaxoSmithKline Pharmaceuticals Limited


Management Proposal




consolidated Financial

Statements) of the Company for the year ended 31st

March 2016 together with the



The Company has earned total revenue of Rs 2878,78.20 lakhs as on 31st March 2016 as compared to Rs 3486,24.97 lakhs as on 31st March , 2015.


Net profit being Rs 375,21.34 lakhs as on 31st March, 2016 as compared to Rs 471,64.58 lakhs as on 31st March, 2015

Consolidated:

The Company has earned total revenue of Rs 2891, 10.66 lakhs as on 31st March, 2016 as compared to Rs 3504, 46.03 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 2314, 25.09 lakhs as on 31st March 2016 as compared to Rs 2696, 89.76 lakhs as on 31st March 2015.

Net profit being Rs 376,82.59lakhs as on 31st March, 2016 as compared to Rs 476,41.09 lakhs as on 31st March, 2015




Management Proposal

To declare Dividend for the year ended 31st

March 2016.

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Management Proposal

Re-appointment of Mr Raju

Krishnaswamy as Director

Mr. Raju Krishnaswamy has completed his B. Pharm from JSS College of Pharmacy, Ooty and has done MBA from ICFAI.

Prior to joining the Company, Raju worked as Senior Vice–President, Global Manufacturing with Wockhardt Limited. In this capacity, he was leading the manufacturing operations of Wockhardt in India, U.S.A. and Ireland. He also headed the contract manufacturing services and the R&D formulation for India and rest of the world countries.


He has 90% attendance in Board Meetings. He holds directorship in one other company.


Management Proposal

Re-appointment of Mr Ronald C

Sequeira as Director

Mr. R. C. Sequeira is an alumni of Loyola College, Chennai and XLRI, Jamshedpur and has 32 years of experience in the field of Human Resource with large multinational Companies in India.

Mr. Sequeira joined Tata Power Company in 2004 as VP and Head of Human Resources with additional charge for the Company’s Corporate Social Responsibility function.

He has 90% attendance in Board Meetings; however he has not attended the previous Annual General Meeting. He holds directorship in 1 other company.


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Management Proposal

Re-appointment of M/s Price

Waterhouse & Co Bangalore LLP,

the retiring Auditors of the

Company as Auditors of the Company from

the conclusion of this Annual

General Meeting

The company proposes to M/s Price Waterhouse & Co Bangalore LLP as auditors from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year.


Management Proposal

Appointment of Mr. Annaswamy Vaidheesh as a

Managing Director.

Mr. Annaswamy Vaidheesh, has completed Bachelor of Physics, from Madras University and has done his Master’s Degree in Marketing Management from Bombay University and has 29 years of experience.

He is an Honorary Fellow of The Association of Minimal Access Surgeons of India and is a certified Process Excellence Black Belt.

At the Board Meeting held on 22nd June 2015, Mr. Annaswamy was appointed as Managing Director of the Company for the period from 3rd August 2015 to 30th September 2019.

He has 50% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.

The tenure proposed is for a period commencing from August 3, 2015 until September 30, 2019. He shall be entitled for the following emoluments:

i) Salary not exceeding Rs 35 lakhs per month to be fixed by the Board of Directors from time to time.ii) The amount payable for each financial year or part thereof will be decided by the Board or a Committee thereof from time to time in its absolute discretion but shall not exceed an amount equal to 100% of the salary for the relevant period. Performance Bonus will not be included as part of Salary for the purpose of making contributions to the Provident Fund and Pension Fund.iii) Long Term Incentive Plan (Share Value Plan), Share Option Plan and Performance Share Plan benefits as per the schemes are applicable to the Senior Managers of the GlaxoSmithKline Group companies. The amount payable for each financial year or part thereof will be approved by the Board or a Committee thereof.iv) Sign-on Bonus of Rs 40,53,059/-


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Management Proposal

Re-appointment & remuneration

of Mr. Raju Krishnaswamy as

a Whole-time Director.

Mr. Raju Krishnaswamy, has completed his B. Pharm from JSS College of Pharmacy, Ooty and has done MBA from ICFAI.

He has 26 years of experience. He was first appointed as Director on 1st August 2011. At the Board Meeting held on 25th May 2016, he was re-appointed as Whole-time Director of the Company for a period of three years from 1st August 2016.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting.The tenure proposed is for a period commencing from August 1, 2016 until July 31, 2019. He shall be entitled for the following emoluments

i) Salary not exceeding Rs 12 lakhs per month to be fixed by the Board of Directors from time to time.ii) The amount payable for each financial year or part thereof will be decided by the Board or a Committee thereof from time to time in its absolute discretion but shall not exceed an amount equal to 100% of the salary for the relevant period. Performance Bonus will not be included as part of Salary for the purpose of making contributions to the Provident Fund and Pension Fund.iii) Long Term Incentive Plan (Share Value Plan), Share Option Plan and Performance Share Plan benefits as per the schemes are applicable to the Senior Managers of the GlaxoSmithKline Group companies. The amount payable for each financial year or part thereof will be approved by the Board or a Committee thereof.


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Management Proposal

Re-appointment & remuneration

of Mr. Ronald C. Sequeira as a Whole-time

Director

Mr. R. C. Sequeira is an alumni of Loyola College, Chennai and XLRI, Jamshedpur and has 32 years of experience in the field of Human Resource with large multinational Companies in India.

Mr. Sequeira joined Tata Power Company in 2004 as VP and Head of Human Resources with additional charge for the Company’s Corporate Social Responsibility function.

He has 90% attendance in Board Meetings; however he has not attended the previous Annual General Meeting. He holds directorship in 1 other company.

The tenure proposed herewith is for a period commencing from October 25, 2015 until October 24, 2018. He shall be entitled for the following emoluents:

i) Salary not exceeding Rs 12 lakhs per month to be fixed by the Board of Directors from time to time.ii) The amount payable for each financial year or part thereof will be decided by the Board or a Committee thereof from time to time in its absolute discretion but shall not exceed an amount equal to 100% of the salary for the relevant period. Performance Bonus will not be included as part of Salary for the purpose of making contributions to the Provident Fund and Pension Fund.iii) Long Term Incentive Plan (Share Value Plan), Share Option Plan and Performance Share Plan benefits as per the schemes are applicable to the Senior Managers of the GlaxoSmithKline Group companies. The amount payable for each financial year or part thereof will be approved by the Board or a Committee thereof.


Management Proposal

Ratification of Remuneration to

cost auditors

The company proposes to ratify the remuneration payable to Messrs. R Nanabhoy & Company, Cost Accountants having Firm Registration No. 007464 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the year ending 31st March 2016, amounting to Rs 4.95 lakhs.


Management Proposal

Commission to Independent

Directors

The members of the Company had at the Annual General Meeting held on 10th April, 2012 approved the payment of commission to the non Whole-time Directors of the Company, an amount in the aggregate, to all of them, equivalent to such sum and for such period as may be determined by the Board of Directors, subject to a ceiling of one percent of net profits of the Company.

The Board of Directors approved such payment of commission to non Whole-time Directors from 1st January 2012. In accordance with the provisions of Section 197 of the Companies Act, 2013 and rules made there under, the resolution of the members approving the payment of commission was in force for a period of five years till 31st December, 2016 and needs to be renewed.

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Akzo Nobel India Limited


Management Proposal

Adoption of audited financial statements for the

year ended 31 March 2016 and

the Reports of the Directors and

Auditors thereon

The Company has earned total revenue of Rs 27,800 million as on 31st March 2016 as compared to Rs 25,920 million as on 31st March , 2015.

The Company has incurred total expenses of Rs 24,900 million as on 31st March, 2016 as compared to Rs 23,197 million as on 31st March, 2015.





Management Proposal

Declaration of Dividend on

equity shares for the year ended 31

March 2016

We propose voting in favour of declaration on equity shares for the year ended March 31, 2016.

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Management Proposal

Re-appointment of Mr. Arabinda

Ghosh as a Director

Mr. Arabinda Ghosh is a non executive Director since May 2015. He holds the qualification of Chartered Accountancy. He was appointed in the casual vacancy caused by the resignation of Mr Rob Molenaar, who was appointed as a Director at the AGM held on 11 August 2014.

In terms of section 152 of the Act, Mr Ghosh will retire by rotation at this AGM and is eligible for re-appointment. Mr Arabinda Ghosh is currently the Managing Director of AkzoNobel Surface Chemistry business.

He brings considerable experience with him from his current role and also previous roles in Finance and General Management in the global business units of Powder Coatings, Automotive and Aerospace Coatings, Marine & Protective Coatings and Metal Coatings Divisions.




Management Proposal

Appointment of Auditors for the

year 2016-17 and fixation of

remuneration

The company proposes to appoint M/s Price Waterhouse CharteredAccountants LLP, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at the remuneration as given below:

Statutory audit Rs 5.0 millionStatutory certification Rs 1.5 million

As per section 139(1) of the Companies Act, 2013, a transition period of three years from the commencement of the Companies Act, 2013 is provided to appoint a new auditor when the existing auditor’s firm has completed two terms of fiveConsecutive years with the Company. Keeping in view of the above, we may vote in favour of the same.

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Management Proposal

Appointment of Mr. Pradip

Kumar Menon as a Wholetime

Director of the Company and fixation of his remuneration

Mr Pradip is a Chartered Accountant and a Cost & Management Accountant by qualification, with over 23 years of excellent track record and diverse experience in Finance across geographies within and outside India.

He was most recently the Vice President Finance, Global Procurement of Unilever and a member of Global Procurement Leadership team based out of Switzerlandbefore which he was the CFO for the Unilever Gulf business during 2009-2012.

He has also worked in Singapore as the Unilever Regional lead for the Sarbanes Oxley implementation across Asia and Africa as well as setting up the first Information Management office for Unilever in Bangalore. He joined Hindustan Unilever as a Management Trainee in 1992 and has moved across various roles infinance function before his expatriation.

Since the Director was appointed during the financial year under review, his attendance in Board Meetings is unavailable for consideration.. He does not hold Directorship in any other company.


Management Proposal

Ratification of remuneration to

Cost Auditors for the year 2016-17

The Board, at its meeting held on 13 May 2016, appointed M/s Chandra Wadhwa & Co., practicing cost accountants, holding registration number 00239 allotted by The Institute of Cost Accountants of India, as cost auditors of the Company, in terms of section148 of the Companies Act 2013 and fixed a sum of Rs 0.75 million as remuneration payable, for the financial year 2016-17.


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Alstom T & D Limited


Management Proposal

Adoption of the financial

statements of the Company for the year ended March

31, 2016, including the

audited Balance Sheet, the

Statement of Profit and Loss

and the reports of the Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 34,503.1 million as on 31st March 2016 as compared to Rs 37,221.0 million as on 31st March, 2015.

The Company has incurred total expenses of Rs 33,284.4million as on 31st March, 2016 as compared to Rs 35,519.2 million as on 31st March, 2015.

Net profit being Rs 775.1 million as on 31st March, 2016 as compared to Rs 1,205.7 million as on 31st March, 2015.




Management Proposal

Declaration of dividend of Rs 1.80 per equity

share for the financial year

ended on March 31, 2016.

We recommend voting in favour of declarartion of dividend og Rs 1.80 per equity share for the financial year ended March 31, 2016

Management Proposal

Appointment of Director in place

of Mr. Michel Augonnet, who



Mr. Michel Augonnet, is a Graduate in Electrical Engineering from Ecole Superieured’ Electricite (France). His career started in 1974 at Cegelec Energy Division. In a career span of 40 years, he has held several key positions in Cegelec, ALSTOM and ABB ALSTOM. At present, he is consultant – GeneralManagement Grid, under General Electric group.




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Management Proposal

Appointment of M/s B S R &

Associates, LLP, Chartered

Accountants, as Auditors to hold office from the conclusion of

60th AGMuntil the conclusion of 65th AGM and to


Directors to fix their

remuneration.

The company proposes to appoint M/s B S R & Associates, LLP for a period of five years commencing from the conclusion of this annual general meeting until the conclusion of the 65th AGM subject to ratification of members at every annual general meeting.


Management Proposal

Approval of remuneration of

Cost Auditors for the financial year ending March 31,

2017.

The Board of Directors of the Company at its meeting held on June 10, 2016, on recommendation of the Audit Committee, has appointed M/s. Shome & Banerjee, Cost Accountants and M/s Jugal K Puri & Associates, Cost Accountants as Cost Auditors of the Company for the financial year ending March 31, 2017 with M/s Shome & Banerjee, Cost Accountants being the Lead Cost Auditor.

M/s Shome & Banerjee, Cost Accountants, shall be Cost Auditor of the Company for manufacturing facilities of Notice ALSTOM T&D India Limited - a GE Group Company.

The Company at Pallavaram, Hosur, Naini, Vadodara and Padappai, at an aggregate fee of Rs 5,00,000/- plus applicable taxes and out of pocket expenses.M/s Jugal K Puri & Associates, Cost Accountants, shall be Cost Auditors of the Company for manufacturing facility of the Company at Noida, at a fee of Rs 35,000/- plus applicable taxes and out of pocket expenses.


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Management Proposal

Change in name of the Company

The Energy business of ALSTOM was globally acquired by General Electric and on completion of open offer formalities in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Company is now part of General Electric group.

In view of this the Board of Directors of the Company at its meeting held on March 17, 2016 decided to change the name of Company from ‘ALSTOM T & D India Limited’ to ‘GE T&D India Limited’ to reflect parent Company name ‘GE’ in the name of the Company.


Management Proposal

Payment of commission to non executive

directors, resident in India.

Members of the Company at Annual General Meeting held on July 27, 2012, had given approval for the payment of remuneration by way of commission to such of the Non-executive Directors, resident in India, as may be determined by the Board but excluding the Managing / Whole-time Director, within the limits specified under section 198 of the Companies Act, 1956, for the period of 5 (five) years commencing January 1, 2011. Accordingly, approval of members was for the period of (five) years up to financial year 2015-16. Keeping in view the deepening and challenging environment for the Company’s operations, inter-alia calls for greater participation of the Directors, especially those resident in India. The Non-executive Directors, resident in India, therefore, have to spend significant time and energies for the Company’s business.


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Management Proposal

Appointment of Mr. Ravi Kumar Krishnamurthy

(DIN 03626516), Head AIS

Business as Alternate Director

to Mr. Michel Augonnet

and terms of his appointment

Mr Ravi Kumar Krishnamurthy, is an Accountant by profession and started his career in 1992 with ALSTOM. He moved through various profiles in Finance, Human Resource, Sourcing and Operations. He was appointed as Head for Instrument Transformers (ITR) business division of the Company in 2007

Mr. Ravi Kumar Krishnamurthy is in full time employment of the Company and functions as Head – AIS Business. The Board of Directors of the Company appointed him as an alternate director to Mr. Michel Augonnet from time to time during the absence of latter from India. In view of nature of his full time employment in the Company, it is required to secure the approval of membersto his appointment as alternate director carrying full time employment.

An abstract of the terms of appointment of Mr. Ravi Kumar Krishnamurthy is set out below:

1. Mr. Ravi Kumar Krishnamurthy shall hold office only during the absence of Mr. Michel Augonnet in attending the Board Meeting in India and the moment Mr. Michel Augonnet comes to India, Mr. Krishnamurthy shall automatically vacate his office of alternate director.

2. Mr. Krishnamurthy shall be Key Managerial person in terms of Section 203 of the Companies Act, 2013 as long as he is an alternate director

3. In terms of his employment as Head – AIS Business, Mr. Krishnamurthy is drawing the following by way of remuneration w.e.f June 1, 2015:

Salary per annum : Rs 8,602,277/-Perquisites per annum : Rs 12,600/-Others (per annum) : Rs 1,021,543/-Total : Rs 9,636,420/-

4. Mr. Krishnamurthy shall also be entitled to other benefits, including Bonus in accordance with the Company’s Rules.


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JSW Steel Limited


Management Prposal

Adoption of Audited Financial Statement of the Company(includi

ng Audited Consolidated

Financial Statement) for the

financial year ended March

31st, 2016 and the reports of the


Auditors thereon

The Company has earned total revenue of Rs 37,017.11 crores as on 31st March 2016 as compared to Rs 46, 554. 09 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 36,223.19 crores as on 31st March, 2016 as compared to Rs 42908.87 crores as on 31st March, 2015.

Net profit / loss being Rs (3498.28) as on 31st March, 2016 as compared to Rs 42908.87 crores as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 42047.09 crores as on 31st March 2016 as compared to Rs 53082.95 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 42296. 49 crores as on 31st March, 2016 as compared to Rs 50496.74 crores as on 31st March, 2015.

Net profit being Rs (741.95) crores as on 31st March, 2016 as compared to Rs 1796. 57 as on 31st March, 2015.

Qualified opinion in the audit report:

1. Regarding the factors considered in estimating values of business/ assets of certain subsidiaries, and the recognition of provision of Rs 982.37 crores for other than temporary diminution in value of investment of Rs 3915.30 crores for loans doubtful of recovery and Rs 957.85 crores towards guarantees.

2. Regarding the Company’s assessment that there is no decline, other than temporary, in carrying amounts of investments of Rs 612.82 crores in certain subsidiaries and joint ventures and loans/ advances of Rs 270.60 crores to them are fully recoverable. The Auditors Reports dated May 18, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of Dividend on 10%

Cumulative Redeemable

Preference Shares of the Company

We propose voting in favour of declaration of dividend on 10% cumulative preference shares of the company.

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Management Proposal


equity shares of the company for the financial year

2015-2016


Management Proposal

Re-appointment of Mr Sajjan Jindal ( DIN:

00017762), as a Director

Mr Sajjan Jindal (00017762), was first appointed on the Board w.e.f March 15, 1994. He holds the qualification of Bachelor of Engineering (Mech.). He led the JSW group through some of its most exciting phases, including JSW Steel and JSW Energy going public in 1995 and 2009-10. He has been awarded at global platforms for his contribution and commendable work.

He has 80% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 5other companies.



Management Proposal


Auditors

The company proposes to ratify the appointment of M/s Deloitte Haskins and Sells, LLP as the auditors of the company to hold office from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal


payable to M/s S R Bhargave &

Co., Cost Auditors of the

Company for the financial year

2016-17

The Board of Directors of the company at its meeting held on May 18, 2016 has approved the appointment of M/s S R Bhargave & Co. as the Cost Auditors of the Company for the financial year 2016-17 at a remuneration of Rs 12 lakhs.


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Management Proposal


Mr Malay Mukherjee

(02861065) as an Independent

Director

Mr Malay Mukherjee was appointed as an Additional Director with effect from July 29, 2015. He holds the qualification of Master’s Degree in mining from the USSR State Commission in Moscow and a Bachelor of Science Degree from the Indian Institute of Technology in Kharagpur.

He has 40 years of experience in a range of technical, commercial and managerial roles in the mining and steel industry. He served as the CEO of the Essar Steel Global between 2009 to 2011.

Since the Director was appointed during the financial year under review, his attendance in Board Meetings is unavailable for consideration. He holds directorship in 2 other companies.


Management Proposal

Approval for appointment of Mr Haigreve

Khaitan (00005290) as an


Mr Khaitan was appointed on the Board w.e.f September 30, 2016. He holds the qualification of LL.B. He has rich experience in all aspects of Mergers and Acquisitions- due diligence, structuring , documentation involving creditors restructuring, sick companies, de-mergers, spin offs etc in various business sectors including infrastructure, power , telecom, automobile, steel and information technology, retail etc.

Since the Director was appointed during the financial year, his attendance in Board Meetings is unavailable for consideration. He holds directorship in 9 other public companies.


Management Proposal

Consent for Private Placement

of redeemable non- convertible

debentures aggregation upto Rs 10,000 crores

At the annual general meeting of the company held on July 28, 2015, the members of the company had passed an enabling resolution to borrow funds by offer or invitation to subscribe to secured / unsecured redeemable non- convertible debentures for an amount not exceeding Rs 10,000 crores.


We recommend voting in favour, as the item relates to raising capital through issue of debt or equity instruments which shall help the company reduce its leverage.


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Management Proposal

Consent for Issue of Securities to

Qualified Institutional Buyers not

exceeding Rs 4000 crores

It is in the interest of the company to raise long term resources with convertible option so as to optimize capital structure for future growth. The proceeds of the issue will be used for long term funding to meet the planned capital expenditure and for other corporate purposes, including re-financing of expensive debt to reduce interest costs and to meet any unlikely shortfall in unforeseen circumstances.

The enabling resolution passed by the members at the Annual General Meeting of the company held on July 28, 2015 and July 31, 2014 are valid only for a period of one year.

It is therefore proposed that the Board of Directors be authorised to raise additional long term resources depending upon market dynamics by way of:1. Issue of equity shares and/or fully convertible debentures / Non- Convertible debentures along with warrants to eligible Qualified Institutional Buyers, in one or more tranches, through a Qualified Institutional Placement not exceeding a sum of Rs 4000 crores.


We recommend voting in favour, as the items relate to raising capital through issue of debt or equity instruments which shall help the company reduce its leverage.

Conclusion:

Management Proposal

Issue of Non- Convertible

Foreign Currency denominated bonds for an

aggregate sum of upto USD 2

Billion

Management Proposal

Consent to give loan upto an

aggregate amount of Rs 15,000

crores over and above the

permissible limit under Sec 186(2) of the Companies

Act, 2013

As part of the growth strategy, the company plans to expand its steel capacity to 40 MTPA by 2025 by means of Brownfield and Greenfield expansions and also through acquisitions and continues to scan forward and backward integration opportunities including overseas for its steel making operations in India. In order to support its business activities, the company may be required to give loans to any person or other body corporate in excess of the limits prescribed under the Companies Act, 2013.

It is proposed to authorize the Board to exercise the aforesaid powers, upto a maximum aggregate amount of Rs 15000 crores over and above the permissible limit under section 186(2) of the Companies Act, 2013.


In favour as these are enabling powers that are required for future growth of the company and its subsidiaries.


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Management Proposal

Consent for increase in

borrowing power of the Board from Rs 50000 crores

to Rs 60000 crores in excess

of paid up capital and free reserve

Taking into consideration the requirements of additional financial resources to meet the company’s capital expenditure programmes, including proposed investment in Indian and overseas subsidiaries in pursuit of horizontal and vertical integration in steel business and its expansion and acquisition plans, the said limit of Rs 50000 crores in excess of the aggregate of the paid up capital of the company and its free reserves.

It is therefore proposed to increase this limit from Rs 5000 crores to Rs 60000 crores in excess of the aggregate of the paid- up capital of the Company and its free reserves.

Comments of equity research team:In favour as these are enabling powers that are required for future growth of the company and its subsidiaries.


Management Proposal

Consent to hypothecate /

mortgage/ charge all or part of the

movable/ immoveable

properties of the company to

secure borrowings

As the borrowing limits under Section 180 (1)(c) of the Companies Act, 2013 is sought to be enhanced it is proposed to seek fresh consent to mortgage, create charge, and/or hypothecation and/or encumber the Company’s property as and when necessary to secure any rupee/ foreign currency loans/ standby letter of credit/ letter of credit, issue of convertible debentures etc, within the overall limit prescribed under the Companies Act, 2013.


In favour, as it is an enabling resolution.


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Bajaj FinServ Limited



Adoption of standalone and consolidated


year ended 31 March 2016 and

the Directors’ and Auditors’ Reports

thereon

The Company has earned total revenue of Rs 23,600.86 crore as on 31st March, 2016 as compared to Rs 22,194.43 crore as on 31st March, 2015.

The Company has incurred total expenses of Rs 18,215.68 crore as on 31st March, 2016 as compared to Rs 17,769.35 crore as on 31st March, 2015.

Net profit Rs 3,652.41 crore as on 31st March, 2016 as compared to Rs 2,813.74 crore as on 31st March, 2015.

Consolidated:




The Auditors Reports dated May 25, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.



To declare interim dividend of Rs 1.75 per equity share of

face value of Rs 5 each as final

dividend for the financial year

ended 31 March 2016.

We propose voting in favour of declaration of interim dividend of Rs 1.75 per equity share of face value of Rs 5 each as final dividend for the financial year ended March 31st , 2016.

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Reappointment of Madhur Bajaj, who retires by

rotation

Madhur Bajaj was first appointed as director on the Board of the Company on 10 May, 2007. He is an alumni of Doon School, Dehra Dun. After obtaining his B.Com Degree from Sydenham College, Bombay, in 1973, he did his MBA at the International Institute of Management Development (IMD), Lausanne, Switzerland, in 1979.

He is the Past President of SIAM, the apex association of Indian automobile manufacturers as also the Past President of Mahratta Chamber of Commerce, Industries and Agriculture (MCCIA), the apex Industries Association of Pune. While he has been CII’s Western Region Chairman, he is the current National Council Member of Confederation of Indian Industry (CII).





Ratification of appointment of Dalal & Shah

LLP, Chartered Accountants, as

Statutory Auditors and fixing their

remuneration for the year 2016-17

The company proposes to ratify the appointment of Dalal & Shah LLP, Chartered Accountants, as Statutory Auditors and fixing their remuneration for the year 2016-17.



Approval of remuneration to Cost Auditor for the year 2016-17

The Board of Directors, at its meeting held on 24 May 2016, on recommendation of the Audit Committee, approved the reappointment of Dhananjay V Joshi & Associates, (firm registration number 000030), Cost Accountants, as the Cost Auditor of the Company for the financial year 2016-17 at a remuneration of H 50,000 plus service tax, out-of pocket, travel and living expenses.


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To approve an increase in limit

under section 186

Pursuant to provisions section 186 of the Companies Act, 2013, (the ‘Act’) the Board is authorised to, inter alia, make inter-corporate investments and give loans/guarantees/provide securities not exceeding the higher of the two:-

i. 60% of paid-up capital and free reserves; and ii. 100% of the free reserves except with the prior approval of shareholders by way of a special resolution passed at the general meeting of the Company.

Accordingly, at the annual general meeting of the Company held on 17 July 2012, the consent of the shareholders of the Company was granted to the Board of Directors for making loans to a body corporate(s), giving guarantee(s) or providing security in connection with a loan and to acquire by way of subscription, purchase or otherwise, the securities of bodies corporate, not exceeding Rs 3,000 crore outstanding at any single point of time.

As on 31 March 2016, the higher of the two limits under section 186 of the Act works out to Rs 2,616.41 crore as per the latest audited financial statement of the Company. Considering the future business plans and investment opportunities, apart from the need to fulfil the future financial requirements for growth, the Board at its meeting held on 24 May 2016 has approved a proposal for securing the approval of the shareholders for an increased limit of Rs 10,000 crore as against the existing limit of Rs 3,000 crore.


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Management Proposal

Adoption of the audited financial statement of the Corporation for

the financial year ended March 31,

2016 together with the reports of the Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 30,956.57 crores as on 31st March 2016 as compared to Rs 27,470.86 Crores as on 31st March, 2015.






Management Proposal

Adoption of the audited


statement for the financial year

ended March 31, 2016 together

with the report of the Auditors

thereon.



Net profit being Rs 7,973.63 crores as on 31st March, 2016 as compared to Rs 6,950.92 crores as on 31st March, 2015



We may vote in favour of the same

Management Proposal

Declaration of final dividend on equity shares of the Corporation.

We propose voting in favour of declaration of final dividend on equity shares of the Corporation.

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Management Proposal

Appointment of Mr. D. M.

Sukthankar, who retires by rotation


Mr D M Sukthankar was first appointed on the Board w.e.f January 25, 1989. He is an Ex- Administrative Officer.




Management Proposal

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

The company proposes to ratify the appointment of Messers Deloitte Haskins & Sells LLP for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting on a remuneration of Rs 1,67,00,000/-


Management Proposal

Ratification of the appointment of Messrs PKF,

Chartered Accountants as the Auditors of

the Corporation’s office at Dubai.

Messrs PKF, Chartered Accountants, (Firm Registration No. 10 issued by the Ministry of Economy, U.A.E.), were appointed as auditors of the Corporation for the purpose of the audit of the accounts of the office at Dubai for a period of 3 consecutive years at the 37th Annual General Meeting (AGM) of the Corporation held on July 21, 2014 to hold office as such until the conclusion of the 40th AGM of the Corporation


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Management Proposal

Approval to issue Redeemable Non-

Convertible Debentures on a

private placement basis, up to an

amount not exceeding Rs 85,000 crore

The Members of the Corporation at the 38th Annual General Meeting (AGM) held on July 28, 2015, approved the issuance of Redeemable Non- Convertible Debentures (NCDs), secured or unsecured and/or any other hybrid instruments which can be classified as being Tier II capital of an amount not exceeding Rs 85,000 crore. Pursuant to the said authority, the Corporation raised Rs 17,925 crore (excluding NCDs raised through the QIP issue) by issuance of secured NCDs. As on March 31, 2016, the outstanding secured NCDs issued by the Corporation was Rs 84,097 crore and unsecured NCDs was Rs 5,975 crore.

Accordingly, the approval of the Members is being sought authorising the Board to issue NCDs and/or any other hybrid instruments (not in the nature of equity shares) which can be classified as being Tier II capital under the provisions of the Housing Finance Companies (NHB) Directions, 2010, up to an aggregate amount not exceeding Rs 85,000 crore on a private placement basis during a period of one year from the date of this AGMComments of equity research team:

The resolution pertains to issuance of Redeemable Non-Convertible Debentures and/or other hybrid instruments on a private placement basis. We recommend voting in favour of the resolution.


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For For


Management Proposal

Approval of related party

transactions with HDFC Bank

Limited

Corporation and HDFC Bank Limited, HDFC Bank sources home loans for the Corporation through its branches across India. On receipt of home loan application through HDFC Bank, the Corporation after necessary due diligence (credit, legal and technical appraisal) approves and disburses the loans. The loans form part of the Corporation’s loan book.

HDFC Bank receives a sourcing fee for the loans sourced by it. Under the current arrangement, HDFC Bank has a right but not an obligation to purchase a maximum of 70% or such percentage as may be mutually agreeable of the disbursed home loans.

In addition to the above, the Corporation enters into various transactions with HDFC Bank including banking transactions and those disclosed in the Notes forming part of the financial statement. In the financial year 2015-16, all these aforementioned transactions in terms of aggregate value, have exceeded 10% of the Corporation’s annual consolidated turnover for the relevant year. The transactions have been continued so far in the financial year 2016-17.


The resolution pertains to related party transactions with HDFC Bank with regards to commissions, etc. We recommend voting in favour of the resolution.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and in accordance with the applicable provisions in this regard, we may vote in favour of the same.

2


For For


Management Proposal

Authority to the Board of

Directors of the Corporation to borrow monies for the purposes

of the business of the Corporation up to an amount not exceeding Rs 3,50,000 crore.

In terms of the provisions of Section 180(1)(c) of the Companies Act, 2013, the Members of the Corporation at the 37th Annual General Meeting held on Monday, July 21, 2014 had granted their approval by way of a special resolution to the Board of Directors of the Corporation to borrow, from time to time, such sums of money as they may deem necessary for the purpose of the business of the Corporation, provided that the amount outstanding consequent to such monies borrowed by the Board of Directors on behalf of the Corporation does not exceed Rs 3,00,000 crore, at any point of time.

As on March 31, 2016, the outstanding borrowings of the Corporation amounted to Rs 2,39,117 crore. The Corporation seeks the approval from its Members by means of a special resolution to borrow further sums of monies not exceeding an amount of Rs 3,50,000 crore.


The resolution pertains to approving the limits of borrowing by the Board of Directors of the Corporation. We recommend voting in favour of the resolution


2


For For


Management Proposal

Re-appointment of Mr. Keki M. Mistry as the

Managing Director

(designated as the “Vice Chairman

& Chief Executive

Officer”) of the Corporation, for a period of 3 years, with effect from November 14,

2015.

Mr Keki Mistry is a fellow member of the Institute of Chartered Accountants of India. He was first appointed on the Board w.e.f February 1, 1993.

The Members of the Corporation had vide resolution passed at the 34th AGM held on July 8, 2011 approved the re-appointment of Mr. Keki M. Mistry as the Managing Director (designated as the “Vice Chairman & Chief Executive Officer”) of the Corporation for a period of 5 (five) years, with effect from November 14, 2010.

The re-appointment of Mr. Keki M. Mistry as the Managing Director of the Corporation (designated as the “Vice Chairman & Chief Executive Officer”) shall be for a period of 3 (three) years, with effect from November 14, 2015.

Currently, Mr. Keki M. Mistry is being paid a salary of Rs 19,15,000 per month.



2

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For For

Bajaj Finance Limited


Management Proposal


statements for the year ended 31st

March, 2016 and the Directors’ and Auditors’ Reports

thereon



Net profit Rs 1,278.52 crore as on 31st March, 2016 as compared to Rs 897.87 crore as on 31st March, 2015.

Consolidated:



Net profit Rs 1,278.63 crore as on 31st March, 2016 as compared to Rs 897.88 crore as on 31st March, 2015.



Management Proposal

Declaration of final dividend, if any, and approval

of interim dividend

We propose voting in favour of the resolutin for declaration of final dividend and interim dividend for the financial year ended March 31, 2016.

2

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For For

For For



Management Proposal

Re–appointment of Rahul Bajaj, Chairman, who

retires by rotation

He holds an Honours Degree in Economics from Delhi University, a degree in Law from Bombay University and an MBA from Harvard Business School. Rahul Bajaj is father of Rajiv Bajaj, Director and Sanjiv Bajaj, Vice Chairman of the Company. He is not related to any other directors and key managerial personnel of the Company.

He was nominated by the President of India as the Chairman of the Board of Governors of the Indian Institute of Technology, Bombay during 2003–2006. He was elected to the Upper House of Parliament (Rajya Sabha 2006–2010).




Management Proposal



auditors and fixing their

remuneration

The company proposes to ratify the appointment of M/s Dalal Shah as auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Issue of non–convertible debentures

through private placement

The Company, in the ordinary course of its business, is required to resort to borrowings from time to time, including by way of loans, issue of debentures / bonds or other debt instruments, on private placement basis or otherwise, and through acceptance of fixed deposits.

The intermix of borrowings depends upon the market conditions, tenor and cost of funds, tenor and security available in case of loans to be disbursed to customers etc. The Company normally issues non–convertible debentures on private placement basis for meeting the medium and long term funding requirements of the Company. The debentures are issued at face value with coupon rate and/or on zero coupon basis. The rate of interest depends, inter alia, on the market rates, tenor and security.


Resolution no.5 pertains to issuance of NCDs. We recommend voting in favour of the resolution.


2

27-Jul-16 For For

For For

Bajaj Auto Limited


Management Proposal

Adoption of standalone and consolidated


year ended 31 March 2016 and Directors’ and

Auditors’ Reports thereon




Consolidated:






Management Proposal

To declare a final dividend of Rs 5 per equity share of face value of Rs 10 each, and to approve the

interim dividend of Rs 50 per

equity share of face value of Rs 10 each, already paid during the

year, for the year ended 31st March

2016.

We propose voting in favour of declaration of final dividend of Rs 5 per equity share of face value of Rs 10 each and interim dividend of Rs 50 per equity share of face value of Rs 10 each, already paid during the year, for the year ended March 31, 2016

2

27-Jul-16

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For For

For For

Bajaj Auto Limited


Management Proposal

Re-appointment of Manish

Kejriwal, who retires by rotation

Manish Kejriwa is the Managing Partner of Kedaara Capital Advisors LLP, a private equity investment fund focused on India. The firm’s investors include endowments, private and public pension funds, sovereign wealth funds and global family offices. Kedaara offers solution-oriented capital combining deep strategic and operational expertise in focused sectors, consultative approach and global connectivity to deliver superior returns.




Management Proposal

Re-appointment of Sanjiv Bajaj, who retires by

rotation

Sanjiv Bajaj is B.E.(Mech), first class with distinction (8th on merit list) from the University of Pune, M.Sc (Manufacturing Systems Engg) with distinction from the University of Warwick, UK and MBA from Harvard Business School, USA. Since 2008, he is the Managing Director of Bajaj Finserv Ltd. Bajaj Finserv operates in the insurance business through Bajaj Allianz Life Insurance Company Ltd. and Bajaj Allianz General Insurance Company Ltd., as well as in the lending business through Bajaj Finance Ltd. His role includes guiding the current businesses and building new ones in the financial services space.




Management Proposal



Auditors and fixing their

remuneration for the year 2016-17

The company proposes to ratify the appointment of Dalal & Shah LLP, Chartered Accountants, as Auditors and fixing their remuneration for the year 2016-17.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2

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For For

For For

Bajaj Auto Limited


Management Proposal

Appointment of Pradeep

Shrivastava as a Director

Pradeep Shrivastava holds office as Additional Director only upto the date of the forthcoming annual general meeting at the meeting of the Board of Directors of the Company held on 16 March, 2016.

Pradeep Shrivastava, subject to necessary approval of shareholders, was appointed as Whole-time Director, with the designation as Executive Director of the Company for a period of five years with effect from 1 April 2016, on the terms of remuneration mentioned herein below:

Salary:

a) Rs 912,450 per month; b) Allowances viz. House Rent Allowance, Variable Pay, Education Allowance, Washing Allowance, Special Allowance and Miscellaneous Allowance, amounting to Rs 1,451,725 per month; c) Performance Reward, Annual Variable Pay, Leave Travel Allowance and Statutory Bonus upto Rs 11,539,800 p.a. as per Company rules; with such annual increments/increases as may be decided by the Board of Directors from time to time, during the remainder of the tenure.

Management Proposal

Approval of appointment of

Pradeep Shrivastava as a

Whole-time Director, with the

designation as Executive Director

Management Proposal

Approval for payment of

commission to non-executive directors for a period of five

years commencing

from 1st April, 2016

In view of the increased demands on non-executive directors’ participation in Board and Committee meetings and the higher responsibilities they are expected to bear in the interest of higher level of excellence in corporate governance on account of statutory and regulatory changes, it is proposed to continue to pay such commission to the non-executive directors for a further period of five years upto and including the year 2020-21.

No approval of Central Government will be required for the said payment of commission, since it is within the prescribed limits as specified under section 197. The above payment to non-executive directors will be in addition to the sitting fees payable to them for attending Board/committee meetings, which at present is fixed at Rs 100,000 per meeting.Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

2

28-Jul-16 For For

For For



Management Proposal

To receive, consider and adopt the fi

nancial statements

(standalone and consolidated) of the Company for the year ended 31

March 2016, including the

audited Balance Sheet as at 31

March 2016 and the Statement of Profi t and Loss of the Company

for the year ended on that date,

along with the reports of the


Auditors thereon

The Company has earned total revenue of Rs 104,525 million as on 31st March, 2016 as compared to Rs 102,338 million as on 31st March, 2015.


Net profit Rs 13,545 million as on 31st March, 2016 as compared to Rs 16,794 million as on 31st March, 2015.

Consolidated:






Management Proposal

To declare dividend on the equity shares for the financial year

2015-16

We propose voting in favour of declaration of dividend on equity shares for the financial year 2015-16.

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For For



Management Proposal

To re-appoint Mr. Satish Reddy

(DIN: 00129701), who retires by rotation, and

being eligible, offers himself for

the re-appointment.

Mr. K Satish Reddy graduated in Chemical Engineering from Osmania University, India, in 1988 and went on to receive an M.S. in Medical Chemistry from Purdue University, USA, in 1990.

He joined Dr. Reddy’s in 1993 as Executive Director responsible for manufacturing and new product development. In 1997, he was appointed Managing Director. In the mid-90s, as the Company prepared for its global foray, Satish anchored the establishment of key systems and initiatives that positioned Dr. Reddy’s for rapid expansion and helped to build its brand and corporate identity.

Mr. Reddy played an instrumental role in the Company’s transition from a bulk drugs manufacturer to a global player in the branded space by spearheading Company’s entry into emerging markets internationally. He is focused on translating Dr. Reddy’s strategy into action to drive its growth and performance globally.

Mr. K Satish Reddy was re-appointed as Whole-time Director designated as Managing Director and Chief Operating Officer for a further period of 5 years commencing 1 October 2012. Following the demise of Dr. K Anji Reddy, he was re-designated as Vice- Chairman and Managing Director effective 30th March, 2013 and has been subsequently re-designated as the Chairman of the Companyeffective 13th May, 2014.




Management Proposal

To appoint M/s. S R Batliboi &

Associates LLP, Chartered

Accountants, as statutory auditors

and fix their remuneration

The company proposes to appoint M/s S R Batliboi & Associates LLP, Chartered Accountants for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.



2

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Management Proposal

Re-appointment of Mr. G V

Prasad (DIN: 00057433) as Whole-time

Director designated as Co-

Chairman, Managing

Director and Chief Executive

Offi cer

Mr Prasad holds the qualification of a Bachelor ’s degree in Chemical Engineering from Illinois Institute of Technology, Chicago, United States of America, and an M.S. in Industrial Administration from Purdue University, Indiana, United States of America.

He joined Company’s Board in 1986 and became Vice- Chairman and CEO in 2001, when Cheminor Drugs Limited, a company of which he was then Managing Director, merged with Dr. Reddy’s. Mr. Prasad was re-appointed as Whole-time Director, designated as Vice-Chairman and CEO of the Company, at the 27th AGM of the members held on 21 July 2011, for a period of five years ending 29 January 2016. Following the demise of Dr. K Anji Reddy, he was designated as Chairman and CEO effective 30 March 2013 and has been subsequently re-designated as the Co-Chairman, Managing Director and CEO of the Company effective from 13 May 2014.

As part of the initiative to create enduring guidance for the Company, the Board of Directors of the Company, at their meeting held on 29 October 2015, had approved the re-appointment of Mr. G V Prasad as Whole-time Director designated as Co-Chairman, Managing Director and CEO of the Company for a further period of five years commencing 30 January 2016 to 29 January 2021.



2

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Management Proposal

Appointment of Mr. Bharat

Narotam Doshi (DIN: 00012541) as an Independent Director in terms of Section 149 of the Companies

Act, 2013.

The Board of Directors of the Company on 11 May 2016, have appointed Mr. Bharat Narotam Doshi (DIN:00012541) as an Additional Director of the Company, categorised as Independent, in terms of Section 161 of the Companies Act, 2013

He is a Fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India and holds a Master’s degree in Lawfrom Bombay University. He is an alumnus of Harvard Business School(PMD) and Fellow of the Salzburg Seminar on ‘Asian Economies: Regional and Global Relationships.

Over the last 35 years, Mr. Doshi has been actively involved with variousChambers of Commerce and Industry. He served as the President of Bombay Chamber of Commerce and Industry for the year 2009-10.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is cannot be taken into consideration. He holds directorships in 2 other companies.


Management Proposal

Appointment of Mr. Hans Peter Hasler (DIN:


Director in terms of Section 149 of the Companies

Act, 2013

The Board of Directors of the Company on 17th June 2016, have appointed Mr. Hans Peter Hasler (DIN:07535056) as an Additional Director of the Company, categorised as Independent, in terms of Section 161 of the Companies Act, 2013.

Mr. Hasler holds a Federal Swiss Commercial Diploma from Canton of Bern, Switzerland (Kaufmann) and Diploma in Business Management from Swiss Institute of Business, Zurich. Mr. Hasler is an experienced Pharma and Biotech Executive and has an international track record and in-depth operational, commercial and general management expertise.

Since the director was appointed after the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He does not hold directorship in any other company.


2

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For For



Management Proposal

Remuneration to Directors other

than the Managing/Whole-

time Directors

The members of the Company at their 27th AGM held on 21st July, 2011, approved the payment of remuneration by way of commission to the Directors other than the Managing/Whole-time Directors, for each of the financial years starting from financial year 2011-12 and ending with financial year 2015-16.

It is proposed to remunerate the Directors (whether existing or future) other thanManaging/Whole-time Directors based on the performance of the Company on annual basis by way of commission on the net profits, in addition to the payment of sitting fees and reimbursement of expenses, if any, for attending the meetings of the Board of Directors or Committees thereof.


Management Proposal

To ratify the remuneration

payable to cost auditors M/s.

Sagar & Associates, Cost Accountants, for the financial year ending 31 March

2017.

The company proposes to ratify the remuneration payable to cost auditors M/s Sagar & Associates, Cost Accountants, for the financial year ending March 31, 2017 amounting to Rs 7,00,000/-.


2

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For For

Grindwell Norton Limited


Management Limited


adopt:a. a: the Audited



2016, together with the Reports of the Board of

Directors and the Auditors thereon;

and,

The Company has earned total revenue of Rs 1,181, 91.23 lakhs as on 31st March, 2016 as compared to Rs 1, 130, 41.33 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 152, 67.43 lakhs as on 31st March, 2016 as compared to Rs 149, 23.07 lakhs as on 31st March, 2015.

Net profit Rs 101, 51.98 lakhs as on 31st March, 2016 as compared to Rs 101,02.49 lakhs as on 31st March, 2015.

Consolidated:



Net profit Rs 105,76.12 lakhs as on 31st March, 2016 as compared to Rs 104,19.30 lakhs as on 31st March, 2015.



Management Limited


Interim Dividend on Equity Shares

as the Final Dividend for the


We propose voting in favour of confirmation of payment of interim dividend on equity shares as the final dividend for the financial year 2015- 2016.

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28-Jul-16

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For For



Management Limited


of Mr. Patrick Millot (Director

Identification No. 00066275), who

retires by rotation, and

being eligible, offers himself for re-appointment.

Mr Patrick was first appointed on the Board w.e.f March 6, 2006. He holds the qualification of a degree in engineering.

He has less than 25% attendance in Board Meetings and has not attended the previous Annual General Meeting during the financial year under review. However in accordance with the voting policy of our company, he has an average attendance of 50% over the past 3 years. He does not hold directorship in any other company.

The Director is liable to retire by rotation and being eligible offers himself for re-appointment. Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Limited

Re-appointment of Auditors.

The company proposes to appoint M/s. Kalyaniwalla & Mistry, Chartered Accountants as the auditors of the Company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2

28-Jul-16

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For For

For For



Management Limited

Re-appointment of Mr. Anand

Mahajan (Director

Identification No. 00066320) as

the Managing Director of the

Company.

Mr Anand Mahajan was first appointed on the Board on April 1, 1991. He was the Managing Director of the company for a period of 5 years w.e.f April 1, 2011 until April 1, 2016.

He graduated from St Xavire’s College with a B.A (Hons.) Degree in Economics. He has did his MBA from Cornwell University, USA.

He started his career with State Bank of India and served the Bank in various positions until 1981.

The salary proposes is Rs 12,34,877/- per month and medical reimbursement of Rs 1250 per month and other perquisites.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 2 other public company.


Management Limited

Appointment of Mr. Laurent

Guillot (Director Identification No.

07412302) as a Director of the

Company

Mr Laurent was appointed on the Board w.e.f February 2, 2016. He holds a degree in engineering and Masters Degree in Macroeconomics.

Since the Director was appointed during the financial year under review, his attendance in Board Meetings is unavailable consideration. He does not hold directorship in any other company.


Management Limited


Cost Auditors

The company proposes to ratify the remuneration payable to M/s Rao Murthy & Associates, Cost Accountants for the financial year ending March 31, 2017 amounting to Rs 2,00,000/-.


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Blue Dart Express Limited


Management Proposal

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

of Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 258,215 lakhs as on 31st March 2016 as compared to Rs 229,298 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 229,238 lakhs as on 31st March, 2016 as compared to Rs 209,942 lakhs as on 31st March, 2015.





Management Proposal

Adoption of Audited


Statements of the Company for the year ended March 31, 2016, together

with Report of Auditors thereon

The Company has earned total revenue of Rs 259,472 lakhs as on 31st March 2016 as compared to Rs 229,678 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 230,040 lakhs as on 31st March, 2016 as compared to Rs 210,272 lakhsas on 31st March, 2015.





Management Proposal


Equity shares for the Financial year ended March 31,

2016


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For For



Management Proposal

Re-appointment of Mr. Malcolm Monteiro (DIN: 00089757) as a


Mr. Malcolm Monteiro, is the CEO - DHL eCommerce, Asia Pacific with effect from April 1, 2014. Prior to his present role, he acted as a CEO DHL Express South Asia since 2007.

Prior to this role, he was the Managing Director of Blue Dart between the period from March 13, 2006 to February 21, 2007 and led the organisation’s commendable performance during the same period.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.The Director is liable to retire by rotation and being eligible offers himself for re-appointment.


Management Proposal

Appointment of M/s Price

Waterhouse, Chartered

Accountants as Statutory

Auditors of the Company and


The company proposes to appoint M/s Price Waterhouse, Chartered Accountants as Statutory Auditors for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the next annual general meeting.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year. Keeping in view of the above, we may vote for the same

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Management Proposal

Approval for revision in the remuneration

terms of Mr. Anil Khanna,

Managing Director.

The Board of Directors in its meeting held on February 10, 2016, remuneration terms of Mr. Anil Khanna as the Managing Director has been revised effective January 1, 2016 to include Long Term Incentive (LTI) of a maximum of 20% of Total Direct Compensation payable to him, for each year, based on targets set for each Calendar year. The performance period starts on January 1, 2016 and ends on December 31, 2019 (four years) and LTI will be paid after 4 years based on achievement of targets set (viz; EBIT, market share growth) as decided by the Board of Directors from time to time.

The revised remuneration terms of Mr. Anil Khanna as the Managing Director for the period from April 1, 2016 to March 31, 2017 are as under:

Basic - Rs 16.62 lacs per month House Rent Allowance – Rs 0.932 lacs per month Special Allowance – Rs 2.361 lacs per month Sr. Management Allowance – Rs 0.968 lacs per month.

Since the Director was appointed during the financial year under review, his attendance in Board Meetings cannot be taken into consideration.


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Management Proposal

Approval for Material Related

Party Transaction.

Blue Dart Aviation Limited (‘BDAL’) is a ‘related party’ of the Company within the meaning of Section 2 (76) of the Companies Act, 2013and the transactions proposed to be made of availing services from BDAL constitutes a material related party transaction.

It is proposed to seek approval of members of the Company by passing Ordinary Resolution, to continue the existing transactions with BDAL as well as for availing of services from BDAL pursuant to the ACMI Agreement with effect from October 1, 2016 to September 30, 2017:

a. Name of the related party: Blue Dart Aviation Ltd. b. Name of the director or key managerial personnel who is related: None c. Nature, material terms, monetary value and particulars of the contract or arrangement:

Existing transaction:

Sr No Nature of Transaction Amount as on March 31, 2016 Amount as on March 31, 2016 Rs in lakhs Rs in lakhs 1 Loans 9,348 12,5562 Corporate Guarantees 6,000 4,8683 Payload Deposit 2,150 2,150

The loan carries an interest computed at an average ‘base’ rate of IDBI Bank and ICICI Bank with an interest re-set bi-annually. Renewal of ACMI Contract October 1, 2016 to September 30, 2017:

1. Estimated Value of Transaction from October 1, 2016 to March 31, 2017 – Rs 40,000 Lacs. 2. Estimated Value of Transaction from April 1, 2017 to September 30 2017 – Rs 45,000 Management

ProposalApproval for payment of

remuneration to the Non-Executive

Directors (by way of commission) for a period of 5

years w.e.f. August 1, 2016

The Members of the Company at the Annual General Meeting held on April 26, 2011 had approved payment of commission to Non - Executive Directors of the Company at a rate not exceeding one percent of net profit of the Company for a period of 5 years from August 1, 2011. Accordingly, the validity of the said resolution shall expire on July 31, 2016.

The company proposes payment of commission for a further period of five years to Non-Executive Directors


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Cholamandalam Investment and Finance Company Limited


Management Proposal


statements together with the

board’s report and auditor’s report thereon for thefinancial year

ended 31 March, 2016

The Company has earned total revenue of Rs 419,370.53 lakhs as on 31st March, 2016 as compared to Rs 369,119.15 lakhs as on 31st March, 2015.



Consolidated:




The Auditors Reports dated April 29, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To confirm payment of

interim dividend of 1% on

compulsorily convertible

preference shares (CCPS) of 100/-

each

We propose voting in favour of confirmation of interim dividend of 1% on compulsorily convertible preference shares.

Management Proposal

To confirm the interim dividend paid on equity

shares and approval of final dividend for the year ended 31 March, 2016

We propose voting in favour of confirmation of interim dividend paid on equity shares and approval of final dividend for the year ended March 31, 2016.

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For For



Management Proposal

Re-appointment of Mr. M.M. Murugappan,

Director retiring by rotation

Mr. M.M. Murugappan has been a director of the company since January, 2015. Holds a Bachelor of Technology in Chemical Engineering from University of Madras and a Master of Science in Chemical Engineering from University of Michigan, USA.

Has over 38 years of experience in diverse areas of abrasives, manufacturing, electronics, strategy & business development, technology, R&D and human resources. He serves as a member of American Institute of Chemical Engineers, Indian Institute of Chemical Engineers, Plastics & Rubber Institute and Indian Ceramics Society.




Management Proposal

Ratification of appointment of M/s. Deloitte

Haskins & Sells as statutory auditors and fixing their

Remuneration

The company proposes to ratify the appointment of M/s Deloitte Haskins & Sells as Statutory auditors and fixing their remuneration.


Management Proposal

Re-Appointment of Mr. Vellayan Subbiah as the

Managing Director of the

Company

Mr. Vellayan Subbiah was appointed as a managing director of the company by the board at its meeting held on 28 July, 2010 for a period of five years with effect from 19 August, 2010. The board at its meeting held on 31 July, 2015 re-appointed Mr. Subbiah for a further term of two years effective 19 August, 2015.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 4 other companies.


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Management Proposal

Special resolution for issue of

securities on a private placement

basis under section 42 of the

CompaniesAct, 2013

The company expects to borrow up to Rs 10,000 crores by way of NCDs during the period from the conclusion of 38th AGM till the conclusion of the next AGM.

The proceeds of the debentures are expected to be utilized for working capital to finance the growth of the lending portfolio of the company in its core businesses,vehicle finance and home equity.

Further, in order to maintain its regulatory capital adequacy requirements, the company would issue NCDs in the form of subordinated debt and perpetual debt instruments from time to time.

Comments of equity research team:The resolution pertains to issue and allot, in one or more series or tranches, secured and unsecured non-convertible debentures on a private placement basis during the period commencing from the date of the thirty eighth annual general meeting until the conclusion of the thirty ninth annual general meeting, up to an amount not exceeding Rs 10,000 crores within the overall borrowing limits of the company. We recommend voting in favour of the resolution.


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29-Jul-16 For For

For For We propose voting in favour of declaration of dividend on equity shares

Godrej Consumer Products Limited


Management Proposal


Profit and Loss Account for the

year ended March 31, 2016, the

Balance Sheet as at that date, the

Auditors’ Report thereon, and the

Directors’ Report


The Company has incurred total expenses of Rs 3913.17 crores as on 31st March, 2016 as compared to Rs 3668.72 crores as on 31st March, 2015.

Net profit Rs 739.72 crores as on 31st March, 2016 as compared to Rs 654.45 crores as on 31st March, 2015.

Consolidated:




Qualified Opinion in the audit report:

1. Regarding the Scheme of Amalgamation of the erstwhile Godrej Household Products Limited with the Company approved by The Hon’ble High Court of Judicature at Bombay, whereby an amount of Rs 52.75 crore for the year endedMarch 31, 2016, equivalent to the amortization of the Goodknight and Hit Brands is directly debited to the General Reserve Account instead of debiting the same to the Statement of Profit and Loss as per the provisions of AS 26.

2. The said accounting treatment is in accordance with the accounting treatment prescribed in the Order of the High Court of Mumbai dated February 28, 2011 under section 394 of the Companies Act, 1956.

3. Had this amount been charged to the Statement of Profit and Loss, theprofit for the year ended March 31, 2016, would have been lower by Rs 52.75 crore and the General Reserve would have been higher by Rs 52.75 crore.



Management Proposal


equity shares

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Management Proposal


of Ms. Tanya Dubash, who


eligible, offers herself for re-appointment

Ms Tanya was appointed on the Board w.e.f May 2, 2011. She is the Executive Director and Chief Brand Officer of the Godrej Group and is responsible for reinventing the Godrej Brand and charged with evolving the Group to a more brand-driven organisation. She heads the Strategic Marketing Group (SMG) that guides the Godrej Masterbrand and portfolio strategy and chairs a Marketing Council comprising Group Marketing Heads.

She is also on the Board of AIESEC. She is a Trustee of Brown University and a member of the Brown-India Advisory Council. She was recognised by the World Economic Forum as a Young Global Leader in 2007. She is AB cum laude, Economics & Political Science, Brown University, USA, and an alumnus of the Harvard Business School.

She has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorship in 5 other public companies.


Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company.

Management Proposal

To ratify the appointment of Auditors to hold office from the

conclusion of this AGM till the

conclusion of the next AGM and to


Directors of the Company to fix

their remuneration

The company proposes to ratify the appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration No.104607W) as StatutoryAuditors of the Company to hold office from the conclusion of the 14th Annual General Meeting of the Company to the conclusion of the 17th Annual General Meeting to be held in 2017.


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Management Proposal


payable to M/s. P. M. Nanabhoy & Co., appointed as Cost Auditors of the Company for

FY 2016–17

The company proposes to ratify the remuneration M/s. P. M. Nanabhoy& Co., Cost Accountants, appointed as Cost Auditors by the Board of Directors to audit the cost records of the Company for the FY 2016–17, be paid a remuneration of Rs 6.03 lac per annum plus applicable service tax and out-of-pocket expenses that may be incurred.


Management Proposal

Re-appointment of Mr. Adi

Godrej, Whole-time Director, designated as

Chairman

Mr. Adi Godrej was appointed on the Board w.e.f November 29, 2000. He is Chairman of the Godrej Group, which is mainly a privately held, more than 100-year-old family conglomerate, with operations in India and several other countries.

Mr. Godrej has been president of several Indian Trade and Industrial Bodies and Associations. He is Chairman of the Board of the Indian School of Business and Past President of the Confederation of Indian Industry. He has been a member of the Dean’s Advisory Council of the MIT Sloan School of Management, Chairman of the Board of Governors of the Narsee Monjee Institute of Management Studies and a member of the Wharton Asian.



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Management Proposal

Re-appointment of Ms. Nisaba

Godrej as Executive Director

Ms. Nisaba Godrej was appointed on the Board w.e.f May 2, 2011, she has a BSc degree from The Wharton School, University of Pennsylvania and an MBA from Harvard Business School. She is passionate about girls’ education, the human mind, design, trekking, and equestrian sports. She is Executive Director, Godrej Consumer Products and leads the innovation strategy for the Company. Ms. Nisaba Godrej also oversees the corporate strategy and human capital functions for Godrej Industries and Associate Companies (GILAC).

She is responsible for driving the Group’s transformation efforts, including efforts to attract and develop outstanding talent and make the culture more agile and innovative.

She has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorships in 2 other companies.


Management Proposal

Re-appointment of Mr. Vivek Gambhir as Managing Director

Mr Vivek was appointed on the Board w.e.f April 30, 2013. He has an MBA from the Harvard Business School and a BS (Computer Science) and BA (Economics) from Lafayette College. He joined Godrej Industries in 2009 as Chief Strategy Officer and was responsible for enhancing the strategic capabilities within the Group companies, guiding overall Group strategy, conducting portfolio analysis, leading mergers and acquisitions, and driving special projects. Prior to joining the Godrej Group.

He was a partner at Bain & Company, one of the world’s leading business consulting firms. He worked with Bain in Boston, Singapore, and New Delhi. He was a founding member of Bain’s consulting operations in India and led the firm’s FMCG practice in India.



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Wabco India Limited


Management Proposal


Profit and Loss Account for the

year ended March 31, 2016, the

Balance Sheet as at that date, the

Auditors’ Report thereon, and the

Directors’ Report






Management Proposal




Management Proposal

Appointment of Lisa Brown (DIN:

07053317) as Director liable to retire by rotation

Ms. Lisa J. Brown (DIN: 07053317), aged 38 years, is a Bachelor of Laws from the University of Derby, holds a Diploma in Legal Practice from Nottingham Law School and is a registered Trade mark Attorney and member of the Institute of Trade Mark Attorneys. She has served as an attorney in law firms in the United Kingdom from 2000-2006. Ms. Lisa J. Brown Joined SSL International Plc. London, United Kingdom in March 2006 and served as Group Head of Intellectual Property until October 2007 and subsequently as Group Head of Legal and Intellectual Property until March 2011.

She was appointed as a Director by the Board at their meeting held on 23rd January 2015 in casual vacancy caused due to the resignation of Mr. Michel E Thompson and was re-appointed at the annual general meeting held on 30th July 2015.

She has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorship in one other company.


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Wabco India Limited


Management Proposal


auditors

The company proposes to ratify the appointment of Messrs S.R. Batliboi & Associates LLP, Chartered Accountants for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Appointment of Mr Shivram

Narayanswami (DIN: 07327742)

as Director

Mr. Shivram Narayanaswami was appointed as a nonexecutive non independent director by the Board of Directors with effect from 9th November 2015 in the casual vacancy caused by the resignation of Mr. Trevor Lucas who would have retired at the forthcoming Annual General Meeting had he not resigned. Mr. Shivram Narayanaswami will hold office upto the date of this Annual General Meeting, in terms of Section 161(4) of the Companies Act, 2013.

He is the Finance Controller, WABCO Europe is a US Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). He holds an MBA in Finance, from the University of Notre Dame, USA and is a Bachelor in Commerce from the Annamalai University, India. He is a proven business leader with experience in working with clients in different industries, cultures, and businesses in different countries and continents.



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Wabco India Limited


Management Proposal

Appointment of Mr. Sean Ernest Deason (DIN:

07334776) as a Director

Mr. Sean Deason was appointed as an Additional Director with effect from 9th November 2015, in terms of Section 161 of the Companies Act, 2013 by the Board of Directors to hold office upto this Annual General Meeting.

He is a Certified Management Accountant is the Vice President, Controller and Assistant Secretary of WABCO Holdings Inc., since June 2015. Prior to joining WABCO, he spent 4 years with Evraz N.A. where he was Vice President, Financial Planning & Analysis. Prior to Evraz, he spent 12 years with Lear Corporation where he had served as a Director, Finance, Corporate Business Planning & Analysis, Director, Finance, Asia Pacific Operations, Assistant Treasurer, and held various other positions of increasing responsibility from August 1999.

Since the Director was appointed during the financial year, his attendance in Board Meetings is unavailable for consideration. He holds directorship in 1 other company.


Management Proposal

Appointment of Dr Lakshmi Venu

as Non – Executive


Dr. Lakshmi Venu was appointed as a Non-executive Independent Director at the Board Meeting held on 19th May 2016 for a term of five consecutive years from 19th May 2016 to 18th May 2021 subject to the approval of the shareholders at this meeting.

She is a graduate of Yale University holds a Doctorate in Engineering Management from the University of Warwick. She underwent her initial training for three years as a Management Trainee in Sundaram Auto Components Limited, a subsidiary of Sundaram Clayton Ltd. (SCL) beginning from 2003 and when she was deputed to work in SCL, being its holding Company, she underwent an extensive in-depth induction and worked in the areas of business strategy, corporate affairs, product design and sales & marketing of SCL. Dr. Lakshmi Venu was appointed as Director-Strategy in SCL on 22nd March 2010. She was re-designated as joint managing director of SCL effective 11th September 2014.

Since the Director was appointed post the financial year under review, her attendance in Board Meetings cannot be taken into consideration. She holds directorships in 5 other companies.


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Wabco India Limited


Management Proposal

Appointment and payment of

remuneration to cost auditors

Based on recommendation of the audit committee at its meeting held on 19th May, 2016, the Board has, considered and approved the appointment of Mr. A.N Raman, as Cost Auditor for the financial year 2016-17 at a remuneration of Rs.4,00,000/- plus applicable taxes and reimbursement of out of pocket expenses at actual.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favor of the same.

Management Proposal

Approval for related party transaction entered into between the

company and WABCO Europe

BVBA

WABCO Europe BVBA is a related party as defined in Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, since the Company is a fellow subsidiary of WABCO Europe, headquartered at Brussels, Belgium. WABCO Europe is one of the major overseas customers of the Company.

The annual consolidated turnover of the company as per the last audited financial statement for the year ended 31st March 2015 is Rs.1,460.06 Crores. The total transactions as stated above amounts to about 17.09% of the turnover for the financial year 2014-15.


We recommend voting in favour of item as the related party transactions are required for continued operations.


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Tech Mahindra Limited


Management Proposal


Statements and Reports of the


Auditors thereon for the year ended 31st March, 2016.




Qualified Opinion in the audit report:

In respect of certain matters relating to erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from April 1, 2011; During the year the Additional Chief Metropolitan Magistrate cum Special Sessions Court, Hyderabad vide common judgement on April 9, 2015 convicted the accused persons in 3 separate complaints instituted by the Central Bureau of Investigation , which also covered the matters investigated by the Serious Fraud Investigation Office.

The Company Law Board vide its further Order dated March 1, 2016 has also struck off the name of the Company from the array of respondent in the petition filed by the Ministry of Company Affairs (MCA).

The Company’s management on the basis of current legal status and external legal opinion has concluded that

(i) claims made by 37 companies in the City Civil Court for alleged advances amounting to Rs 12,304 million made by these companies to erstwhile Satyam, and presented separately under ‘Suspense account (net); and

(ii) the claims to these advances filed by Enforcement Directorate under the Prevention of Money Laundering Act in the High Court of Andhra Pradesh will not sustain on ultimate resolution by the respective Courts.



Management Proposal

Adoption of Consolidated

Financial Statements and Reports of the

Auditors thereon for the year ended 31st March, 2016.





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Management Proposal



We propose voting in favour of declaration of dividend for the financial year ended 31st March, 2016.

Management Proposal

Re-appointment of Mr. C. P.

Gurnani (DIN : 00018234), as Director of the

Company

Mr. C. P. Gurnani is the Managing Director and Chief Executive Officer of Tech Mahindra Limited. An accomplished business leader with extensive experience in international business development, start-ups and turnarounds, joint ventures, mergers and acquisitions, CP led Tech Mahindra’s transformation journey, and one of the biggest turnarounds of Indian Corporate History - the acquisition and merger of Satyam.

His inimitable style of leadership, combined with his sharp focus on customer experience has helped Tech Mahindra emerge as one of the leading digital IT solution providers of India.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.


Management Proposal

Appointment of M/s. Deloitte

Haskins & Sells LLP as Auditors

The company proposes to appoint M/s Deloitte Haskins & Sells LLP as Auditors for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.



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Management Proposal

Appointment of Mr. Vineet

Nayyar (DIN: 00018243), as Director of the

Company

Mr Vineet holds Master’s degree in Development Economics from Williams College, Massachusetts.

He has led several organizations across industries, creating high performance teams and successful businesses. In a career spanning over 40 years, he has worked with the Government of India, international multilateral agencies and in the corporate sector (both public and private).

He started his career with the Indian Administrative Service and held a series of senior positions, including that of a District Magistrate, Secretary – Agriculture & Rural Development for the Government of Haryana and Director, Department of Economic Affairs, Government of India.



Management Proposal

Appointment of Mr. V. S.

Parthasarathy (DIN: 00125299), as Director of the

Company

Mr Parthasarathy is focused on professional excellence, continuous learning and developing young talent within the Group. He is passionate about building team spirit and encouraging innovations.

He holds a Bachelor’s Degree in Commerce and is a fellow member of the Institute of Chartered Accountants of India. He is Harvard Alumni of Advanced Management Program - batch 2011.

He has also been part of Mahindra Group’s Senior Management team for Group strategy development, facilitated by Harvard Business School. He started his career with Modi Xerox as a Management Trainee and before he joined Mahindra & Mahindra in 2000, he was the Associate Director at Xerox.

Since the Director was appointed during the financial year under review, his attendance in Board Meeting cannot be taken into consideration. He holds directorships in 2 other public companies.


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Management Proposal

Approval and Adoption of new


Company.

The existing Articles of Association (AOA) of the Company were framed at the time of formation of the Company in the year 1986 pursuant to the provisions of the erstwhile Companies Act, 1956. The Articles have been amended from time to time depending upon the need for changes in line with the regulatory / administrative requirements.

Since the proposal is in accordance with the provisions of he Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

TVS Motor Company Limited


Management Proposal




statements of the Company for the



Auditors’ thereon




Consolidated:






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Management Proposal

Appointment of Shri H

Lakshmanan (holding DIN 00057973) as


Mr H Lakshmanan, aged 82 years is a company executive with vast experience. He joined the TVS Group in 1953. He rose to the position of executive director of Sundaram Clayton Limited in 1982 and continues to hold the position. He has rich experience, expertise and knowledge in areas such as banking, finance, business administration, industrial relations and human resources. He was co-opted as a director of the Company on 24th April 2000.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 9 other public companies.



Management Proposal

Ratification of appointment of M/s V Sankar

Aiyer & Co., as Statutory

Auditors of the company

The company proposes to ratify the appointment of M/s V Sankar Aiyer & Co., Statutory Auditors of the company, for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.

Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

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Management Proposal

Variation in the terms of

remuneration payable to Mr

Venu Srinivasan, (holding DIN

00051523) Chairman and


Company, effective 1st April 2016

Mr Venu Srinivasan is the Chairman of Sundaram-Clayton Limited and TVS Motor Company Limited, one of the largest two-wheeler manufacturers in India. Mr Srinivasan, aged 63 years, has an engineering degree from the College of Engineering, Chennai and a Master's Degree in Management from the Purdue University, USA. In recognition of his contribution to management, he was conferred with "Doctor of Management" by his alma-mater, Purdue University in 2014.

Under Mr Srinivasan's leadership, Sundaram-Clayton Ltd. was awarded the Deming Prize in 1998 by the Union of Japanese Scientists and Engineers (JUSE), Japan and also with the Japanese Quality Medal in the year 2002. In the same year, TVS Motor Company was also conferred with the Deming Prize.

He is the managing director of the Company from 1986 and since July 2002, he has been the Chairman and Managing Director (CMD). He is also serving as CMD of Sundaram-Clayton Limited (SCL). He was re-appointed as chairman and managing director of the Company, effective 24th April, 2015 by the board at its meeting held on 3rd February, 2015 on such terms and conditions as approved by the shareholders at the AGM held on 29th July, 2015.

The Board of the company at its meeting held on 3rd May 2016, proposed the following variation in the terms of remuneration payable to him, subject to the approval of the shareholders: Salary Rs. 4.25 lakhs per month and such increments as may be decided by the Board, from time to time. He shall also be entitled to other perquisites in addition to the said salary.During the year 2015-16, he was entitled for a sum of Rs.13.88 crore as remuneration by way of commission and other perquisites from the Company and Rs.0.32 crore from Sundaram –Clayton Limited (Holding Company) by way of remuneration. The aggregate of remuneration payable to him in both the companies shall not exceed the higher maximum limit admissible from any one of these two companies, in terms of Schedule V to the Companies Act, 2013.

The Director has 60% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other public company.

Since the proposal for revision in terms of remuneration is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the

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Management Proposal

Revision in the terms of

remuneration payable to Mr

Sudarshan Venu, (holding DIN

03601690) Joint Managing

Director of the Company,

effective 1st April 2015

At the board meeting held on 1st February, 2013, he was appointed as whole-time director of the Company for a period of five years from 1st February, 2013 on such remuneration within the limit prescribed under applicable provisions of the Companies Act, 1956. The shareholders also approved his terms of appointment and remuneration through postal ballot on 18th March, 2013 and variation in certain perquisites payable to him was also approved by the shareholders at the 22nd AGM held on 14th July, 2014.

Considering his increased responsibilities, the board, at its meeting held on 10th September, 2014, appointed him as Joint Managing Director (JMD), as recommended by the NRC, for the remaining period of his tenure up to 31st January, 2018, without any other change in his terms of appointment and remuneration. The shareholders also approved his appointment in AGM held on 29th July, 2015.

Therefore, the board of the company, at its meeting held on 3rd May 2016, proposed the following revision in the terms of remuneration payable to him effective 1st April 2015: Salary Rs. 4 lakhs per month and such increments as may be decided by the Board, from time to time. He shall also be entitled to other perquisites in addition to the said salary.


He is also the JMD of the holding company viz., Sundaram - Clayton Limited (SCL), drawing remuneration by way of salary and other perquisites as approved by its shareholders. During the year 2015-16, he was entitled for a sum of Rs. 9.59 crore as remuneration from the Company and Rs. 0.44 crore from SCL. The aggregate of remuneration payable to him in both the companies shall not exceed the higher maximum limit admissible from any one of these two companies, in terms of Schedule V to the Act.

Since the proposal for revision in terms of remuneration is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the voting policy of our company, we may vote in favour of the same.

Management Proposal


payable to cost auditors

The company proposes to ratify the remuneration payable to Mr A N Raman, practising cost accountant, holding Membership No. 5359 for the financial year 2016 -17 amounting to Rs 5 Lakhs.


2

2-Aug-16 NMDC Limited Postal Ballot For ForManagement Propopsal

Approval for buyback of equity

shares not exceeding 25% of the total number of equity shares in the paid up capital of the

company

With an objective of rewarding members holding equity shares of the Company, through return of surplus cash, the Board at its meeting held on Tuesday, June 7, 2016 has approved the proposal of recommending buyback of equity shares.

Requisite details relating to the Buyback as disclosed by the company:

a) Necessity for buyback:

Share buyback is the acquisition by a company of its own shares. The objective is to return surplus cash to the members holding equity shares of the Company. The Board at its meeting held on Tuesday, the June 7, 2016, considered the accumulated free reserves as well as the cash liquidity reflected in the audited accounts for the financial year ended March 31, 2016 and considering these, theBoard decided to allocate a sum of not exceeding Rs 7527, 75, 99,499 for returning to the members holding equity shares of the Company through the Buyback.

After considering several factors and benefits to the members holding equity shares of the Company, the Board of the company decided to recommend Buyback of not exceeding 80,08,25,526 equity shares (representing 20.20 % of the total number of equity shares in the paid-up share capital of the Company) at a price of Rs 94 per equity share for an aggregate consideration of not exceeding Rs 7527,75,99,499 .

Buyback is a more efficient form of returning surplus cash to the members holding equity shares of the Company, inter-alia, for the following reasons:

i.) The Buyback will help the Company to return surplus cash to its members holding equity shares broadly in proportion to their shareholding, thereby, enhancing the overall return to members;

ii.)The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve allocation of higher of number of shares as per their entitlement or 15% of the number of shares to be bought back, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as small shareholder;

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2-Aug-16 NMDC Limited Postal Ballot Management Propopsal

iii.) The Buyback may help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders value;iv.) The Buyback gives an option to the members holding equity shares of the Company, who can choose to participate and get cash in lieu of equity shares to be accepted under the Buyback offer or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment;v.) Optimizes the capital structure.

Compliance with section 68(2) (c) of the Companies Act, 2013

The aggregate paid-up share capital and free reserves as at March 31, 2016 is Rs 301,11,03,97,996. Under the provisions of the Companies Act, the funds deployed for the Buyback cannot exceed 25% of the aggregate of the fully paid-up share capital and free reserves of the Company i.e. Rs 7527,75,99,499. The maximum amount proposed to be utilized for the Buyback, is not exceeding Rs 7527, 75, 99,499 and is therefore within the limit of 25% of aggregate of fully paid-up share capital and free reserves as per the audited accounts of the Company for the financial year ended March 31, 2016. Further, under the Companies Act, the number of equity shares that can be bought back in any financial year cannot exceed 25% of the total paid-up equity share capital of the Company in that financial year. Accordingly, the maximum number of equity shares that can be bought back in the current financial year is 99, 11, 79,000 equity shares.Since the Company proposes to Buyback upto 80, 08, 25,526 equity shares, the same is within the aforesaid 25% limit.

Comments of equity research team:We recommend voting in favour of the buy back.

Conclusion:

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

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Berger Paints Limited

Annual General Limited

Management Proposal


statements including balance sheet, profit and loss account and

cash flow statement




Consolidated:






Management Proposal

Declaration of dividend

We propose voting in favour of the resolution for declaration of dividend for the financial year ended March 31, 2016.

Management Proposal

Appointment of Shri Kuldip Dinghra as


Shri Kuldip Dinghra (00048406), was appointed on the Board w.e.f July 17, 1991. He is a Science Graduate and has expertise in the field of paint industry.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 3 other public companies. The Director is liable to retire by rotation and being eligible offers himself for re-appointment.


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Management Proposal


Auditors

Messrs S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E/E300005), made at the 91st Annual General Meeting to hold office from the conclusion of the 91st Annual General Meeting up to the conclusion of the sixth Annual General Meeting to be held after the 91st AGM.

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of the company.

Management Proposal

Re-appointment of Mr Abhijeet

Roy as the MD & CEO and to fix

his remuneration

Shri Abhijeet Roywas appointed as Managing Director & CEO of the Company by the Board of Directors at its meeting held on 30th May, 2012 for a period of five years from 1st July, 2012. Mr. Roy is a Bachelor of Engineering (Mechanical) from Jadavpur University, Kolkata and holds Post Graduate Diploma in Business Management from Indian Institute of Management, Bangalore. Mr. Roy joined the Company in 1996 and has been with the Company for 20 years. He has expertise in the specific functional area of Marketing and Sales.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other public company.


Management Proposal

To create, offer, grant, issue and

allot equity shares/ equity

linked instruments under

the Employee Stock Option Plan

2016

Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share based compensation scheme/ plan.

The Company believes in rewarding its employees including eligible Directors of the Company as well as that of the subsidiary company(ies)for their continuous hard work, dedication and support, which has led the Company and the subsidiary company(ies) on the growth path. The Members of the Company had approved issue of securities under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, at the Annual General Meeting held on 29th July, 2010. The Company intends to re-introduce Berger Paints India Limited – Employee Stock Option Plan 2016 (“BPIL ESOP 2016”/ “Plan”) with a view to attract and retain key talents working with the Company and its subsidiary company(ies) by way of rewarding their performance and motivating them to contribute to the overall corporate growth and profitability which has to be aligned with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations").

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we my vote in favour of the same.

Management Proposal

Issue of securities to Directors under

the Employee Stock Option

2016

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Management Proposal


payable to cost auditors

The company proposes to ratify the remuneration payable to M/s. N. Radhakrishnan & Co., Cost Auditors have been re-appointed as Cost Auditors of the Company at a remuneration of Rs 40,000/- plus service tax and reimbursement of travel and other out of pocket expenses for each Cost Audit / certification engagements for the year 2016-17 for the Company’s two factories at Howrah and Rishra in West Bengal, factories at Goa and Puducherry and Rs 30,000/- each for Cost Audit/certification engagements for the year 2016-17 for the Company's factories at Jejuri and Hindupur and Rs 25,000/- for filing a single report in accordance with relevant guidelines.

Similarly, M/s. Shome and Banerjee, Cost Auditors, have been re-appointed as Cost Auditors of the Company at a remuneration of Rs 45,000/- plus service tax and reimbursement of travel and other out of pocket expenses for each cost audit / certification engagements for the year 2016-17 for the Company’s factory at Sikandrabad in Uttar Pradesh and two factories at Jammu and Rs 30,000/-

Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same


Management Proposal


Statements (including Audited


Statements) for the Financial Year ended

March 31, 2016, together with the



The Company has earned total revenue of Rs 242,226. 98 lakhs as on 31st March, 2016 as compared to Rs 212,646.29 lakhs as on 31st March, 2015.


Net profit Rs 32,767.02 lakhs as on 31st March, 2016 as compared to Rs 47,163.13 as on 31st March, 2015.

Consolidated:


The Company has incurred total expenses of Rs 224,048.37 lakhs as on 31st March, 2016 as compared to Rs 172, 121. 37 as on 31st March, 2015.

Net profit Rs 35,905.88 lakhs as on 31st March, 2016 as compared to Rs 48,560.97 as on 31st March, 2015.



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Management Proposal


Equity Shares.


Management Proposal

Appointment of a Director in place of Smt. Priti A

Sureka (holding DIN 00319256), who retires by

rotation and being eligible, offers

herself for reappointment

Smt Priti was appointed on the Board w.e.f January 30, 2010. She holds the qualification of B.A. and has expertise in the specific functional area of marketing and brand development.

She has 100% in Board Meetings and has also attended the previous Annual General Meeting. She holds directorship in 4 other public companies.



Management Proposal

Appointment of a Director in place of Shri Prashant

Goenka(holding DIN


and beingeligible, offers

himself for reappointment.

Shri Prashant Goenka was appointed on the Board w.e.f January 20, 2014. She holds the qualification of MBA (International Marketing), Diploma in Finance and Marketing. He has expertise in the specific functional area of International Marketing and brand development.




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Management Proposal


of Shri A. V. Agarwal (holding DIN 00149717), who retires by



Shri A V Agarwal was appointed on the Board w.e.f January 15, 2005. He is a commerce graduate and has expertise in the specific functional area of marketing and brand development.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 8 other companies.



Management Proposal


M/s S. K. Agrawal & Co.,


(Firm registration No. 306033E) as

Statutory Auditors for

financial year 2016-17 and to


The company proposes to ratify the appointment of M/s S K Agarwal & Co., Chartered Accountants as statutory auditors and to fix their remuneration.


Management Proposal

Approval to reappointment of

Shri Mohan Goenka (holding DIN 00150034) as a Whole-time Director of the

Company.

The Board of Directors at its meeting held on 29th October, 2015 re-appointed Shri Mohan Goenka and Shri H.V. Agarwal as Whole-time Directors of the Company with effect from January 15, 2016 for a period of five years on the basis of recommendation of Nomination & Remuneration Committee and subject to approval of the shareholders.

For the purpose, an agreement has been entered into by the Company with each of the Whole-time Directors on November 26, 2015.

The main terms and conditions of appointment of each of the above Whole-time Directors, as contained in the respective agreements dated November 26, 2015 are furnished below:a. Term of appointment: - Five years with effect from January 15, 2016b. Salary: Rs 6,00,000/- to Rs 10,00,000/- per month payable monthly. The annual increment will be decided by the Board of Directors of the Company.

Shri Mohan Goenka has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 4 other companies.

Shri H V Agarwal has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 6 other companies.


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The Board of Directors at its meeting held on 29th October, 2015 re-appointed Shri Mohan Goenka and Shri H.V. Agarwal as Whole-time Directors of the Company with effect from January 15, 2016 for a period of five years on the basis of recommendation of Nomination & Remuneration Committee and subject to approval of the shareholders.

For the purpose, an agreement has been entered into by the Company with each of the Whole-time Directors on November 26, 2015.

The main terms and conditions of appointment of each of the above Whole-time Directors, as contained in the respective agreements dated November 26, 2015 are furnished below:a. Term of appointment: - Five years with effect from January 15, 2016b. Salary: Rs 6,00,000/- to Rs 10,00,000/- per month payable monthly. The annual increment will be decided by the Board of Directors of the Company.

Shri Mohan Goenka has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 4 other companies.

Shri H V Agarwal has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 6 other companies.


Management Proposal

Approval to reappointment of

Shri H.V. Agarwal (holding DIN 00150089) as a Whole-time Director of the

Company.

Management Proposal

Approval to reappointment of Shri S.K. Goenka

(holding DIN00149916) as a


Company.

The Board of Directors at its meeting held on May 5, 2016 re-appointed Shri S.K. Goenka as Managing Director of the Company with effect from June 1, 2016 for the period of five years.

a. Term of appointment: - Five years with effect from June 1, 2016b. Salary: Rs 8,00,000/- to Rs 12,00,000/- per month payable monthly. The annual increment will be decided by the Board of Directors of the Company.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 4 other companies.Since the proposal for re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Regularization/Appointment of

Smt. Rama Bijapurkar (holding

DIN 00001835) as an Independent

Director of the Company for the period of three

years.

With effect from September 1, 2015 Smt. Rama Bijapurkar (DIN 00001835) was appointed as an Independent-cum-Additional Director of the Company under section 161 of the Companies Act, 2013 for a period of three years from 1stSeptember, 2015.

The Company has received a notice from a member proposing her as a candidate for the office of Director of the Company. She is a recognised thought leader on market strategy and India’s consumer economy, and is a keen commentator on social and cultural trends in fast-changing India.

The Director was appointed during the financial year under review, 2 Board Meetings were held post her appointment and she has attended both the meetings. She holds directorships in 9 other companies.


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Management Proposal

Approval to continuation of

office by Shri R. S. Agarwal

(holding DIN 00152996) as an

Executive Chairman of the Company after

attaining the age of 70 years during

his term of appointment.

The Shareholders of the Company at the 29th Annual General Meeting held on 8th August, 2012 approved re-appointment of Shri R. S. Agarwal as an Executive Chairman of the Company for a period of five years effective from 1st April, 2012 through an Ordinary Resolution under the relevant provisions of the Companies Act 1956 ( then prevailing).

Further, the Shareholders on 17th June, 2013 approved appointment of Shri R. S. Goenka as a Whole Time Director of the Company for a period of five years effective from 8th November, 2012 through an Ordinary Resolution passed by way of Postal Ballot under the relevant provisions of the Companies Act 1956 (then prevailing).

Shri R. S. Agarwal, Executive Chairman has attained the age of 70 years during January 2016 and Shri R. S. Goenka, Whole Time Director will attain the age of 70 years in the month of January 2017.


Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.Management

ProposalApproval to

continuation of office by Shri R.

S. Goenka (holding DIN 00152880) as Whole-time

Director of the Company upon

attaining the age of 70 years during

his term of appointment.

Management Proposal

Ratification of the fee of Rs

1,35,000 payable to M/S V. K. Jain

& Co, Cost Auditors for

conducting audit of the cost

records of the Company for the


The Board of Directors in its meeting held on May 5, 2016, had re-appointed M/s. V. K. Jain & Co., Cost Accountants at a remuneration of Rs 1,35,000/-Plus applicable taxes and out of pocket expenses for conducting audit of the cost records of the Company as applicable to the Company for the year 2016-17.


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Mangement Proposal

Adoption of the Standalone

audited financial statements

including Balance Sheet as at March

31, 2016, Statement of

Profit and Loss and Cash Flow

Statement for the year ended on

that date and the reports of the


Auditors thereon.

The Company has earned total revenue of Rs 114,657.1 million as on 31st March, 2016 as compared to Rs 99,331.0 million as on 31st March, 2015.

The Company has incurred total expenses of Rs 75,601.6 million as on 31st March, 2016 as compared to Rs 67,209.1 million as on 31st March, 2015.

Net profit Rs 28,850.7 million as on 31st March, 2016 as compared to Rs 23,973.5 million as on 31st March, 2015.



Mangement Proposal

Adoption of the Consolidated

audited financial statements

including Balance Sheet as at March

31, 2016, Statement of

Profit and Loss and Cash Flow

Statement for the year ended on

that date and the report of the

Auditors thereon.






Mangement Proposal

Declaration of dividend at Rs 7.50 per equity

share for the year ended March 31,

2016.

We propose voting in favour of declaration of dividend of Rs 7.50 per equity share for the year ended March 31, 2016.

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Mangement Proposal

Appointment of Mr. Nilesh Gupta as a director, who retires by rotation

and being eligible, offers himself, for re-appointment.

Mr. Nilesh Gupta is a chemical engineer from UDCT, Mumbai, and a graduate with honours from the Wharton School, U.S.A. Mr. Gupta had demonstrated exemplary performance in integrating and leading the diversified portfolio and ably contributed to the growth and profitability of the Company. He directed the IP strategy of the Company towards achieving a niche position for chosen products. Mr. Gupta is a sound business leader and team builder.




Mangement Proposal

Appointment of BSR & Co. LLP,

Chartered Accountants, as

Statutory Auditors of the Company for a

term of five years

The company proposes to appoint M/s BSR & Co., LLP, Chartered Accountants as Statutory Auditors of the company for a period of five years.

Since the appointment is in conformity with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

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Mangement Proposal

Appointment of Mr. Ramesh

Swaminathan as a Chief Financial

Officer and Executive

Director as a Director

Mr. Ramesh, with an experience of over 29 years, joined the Company on July 4, 2007, as President - Finance & Planning and is presently designated as Chief Financial Officer and Executive Director. Mr. Ramesh is a member of the Institute of Chartered Accountants of India, the Institute of Cost and Works Accountants of India, the Institute of Company Secretaries of India and the Chartered Institute of Management Accountants, U.K. He is Lord Chevening scholar at the UK for Management Studies and has also done his Senior Management Program from INSEAD France.

At its meeting held on October 27, 2015, the Board of Directors appointed Mr. Ramesh Swaminathan, as Chief Financial Officer and Executive Director, for a term of five years effective October 27, 2015, subject to the terms and conditionsmentioned herein below: -

Salary and allowances:a) Basic Rs 19,075,644/- per annum.b) Flexible Benefits Rs 6,784,132/- per annum.

Performance-linked Incentive/Retention Bonus:An amount not exceeding 50% of the fixed cost to the Company as may be determined by the Chief Executive Officer / Managing Director of the Company, at the end of each financial year.

The Director was appointed during the financial year under review, 2 Board Meetings were held post his appointment, he has attended both the meetings. He does not hold directorship in any other Indian company.


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Mangement Proposal

Appointment of Mr. Jean-Luc Belingard as a Independent Director as a

Director.

Mr. Belingard started his career in 1974 in Sales & Marketing with Merck, Sharp and Dohme (France). In 1981, he moved to Merck, Sharp and Dohme (USA) as Senior Director, Promotion Planning. In 1983, he joined F. Hoffman-La Roche, Basel, Switzerland as Associate Director, International Marketing. During 1990-1998, he was Member of the Executive Committee, F. Hoffman-La Roche Ltd. and Chief Executive Officer, Roche Diagnostics, Basel, Switzerland. From 1999 to 2001, he was Chief Executive Officer, BioMerieux-Pierre Fabre and France.

Since 2014, he is Member of the Bill and Melinda Gates Foundation. Since 1988, he is Foreign Trade Advisor to the French Government. He has served as Member of the Board of Directors of several leading corporates in the U.S., France, Germany and Japan, and has been actively involved with various Associations, Institutions and Advisory Boards in different capacities.

At its meeting held on October 26, 2015, the Nomination and Remuneration Committee recommended to the Board the appointment of Mr. Jean-Luc Belingard, as an Independent Director of the Company and at its meeting held on October 27, 2015, the Board approved the same.

The Director was appointed during the financial year under review, 2 Board Meetings were held post his appointment, he has attended both the meetings. He does not hold directorship in any other Indian Company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of the company, we may vote in favour of the same.

Mangement Proposal

Ratifying the remuneration

payable to Mr. S. D. Shenoy, Cost

Auditor, for conducting cost

audit for the year ending March 31,

2017

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment and remuneration of Mr. S. D. Shenoy (FCMA, Membership No. 8318), practicing cost accountant, Cost Auditor, to conduct the audit of the cost records of the Company for the year ending March 31, 2017.

The company proposes to ratify the remuneration amounting to Rs 600,000/- payable to Mr. S D Shenoy.


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Titan Company Limited


Management Proposal


adopt:a. the Audited

Financial Statements for the


March, 2016 together with the

Reports ofthe Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 1,132,889 lakhs as on 31st March, 2016 as compared to Rs 1,197,379 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 1,045,823 lakhs as on 31st March, 2016 as compared to Rs 1,091,790 lakhs as on 31st March, 2015.

Net profit Rs 70,585 lakhs as on 31st March, 2016 as compared to Rs 82,307 lakhs as on 31st March, 2015.



Management Proposal


adopt the Audited Consolidated



March, 2016 together with

the Report of the Auditors thereon.

The Company has earned total revenue of Rs 1,134,289 lakhs as on 31st March, 2016 as compared to Rs 1,198,416 lakhs as on 31st March, 2015.


Net profit Rs 68,939 lakhs as on 31st March, 2016 as compared to Rs 81,626 lakhs as on 31st March, 2015



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Management Proposal


of Mr. C.V. Sankar (DIN:



Shri C V Sankar was appointed on the Board w.e.f October 31, 2013. He holds the qualification of Post Graduation in Commerce and is an M.B. A.

Mr. C.V Sankar, belongs to the 1982 batch of the Indian Administrative Service. He is at present Additional Chief Secretary to Government, Industries Department, Government of Tamil Nadu. He has held various responsibilities in the Tamil Nadu Government including District Collector, Coimbatore, Secretary in the office of the Chief Minister, Department of School Education and Principal Secretary in the Department of Environment & Forests and Department of Rural Development & Panchayat Raj.

He was involved in the Tsunami Rehabilitation Programme of Government of Tamil Nadu between 2005 and 2008 and was working in the National Disaster Management Authority, New Delhi for implementing the National Cyclone Risk Mitigation Project, a World Bank Funded project.

Mr. Sankar played a pivotal role for Tamil Nadu Government’s successful conduct of the two-day Global Investors Meet on 9th and 10th September 2015 which attracted several investors as part of its largest ever investment promotion exercise undertaken by the Government of Tamil Nadu.

Mr. Sankar also holds the post of Additional Chief Secretary (Full Additional Charge), Transport Department, Government of Tamil Nadu

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 7 other meetings.



Management Proposal


Auditors

Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), were appointed as the Auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on 1st August 2014, to hold office from the conclusion of the thirtieth AGM till conclusion of the thirty-third AGM to be held in the year 2017.Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

Management Proposal


The Company has branches outside India and may also open / acquire new branches outside India in future. It may be necessary to appoint Branch Auditors for carrying out the audit of the accounts of such branches.

Since the appointment is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

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Management Proposal


payable to Cost Auditors

The company proposes to ratify the remuneration payable to cost auditors amounting to Rs 3,00,000/- payable to Mr Rajshekar & Co., Cost Accountants for conducting the cost audit of the company for the financial year ending 2017.


Management Proposal

Re-appointment of Mr Bhaskar

Bhat as Managing Director

Mr. Bhaskar Bhat’s tenure as Managing Director expires on 31st March, 2017. At the Meeting of the Board of Directors of the Company held on 6th May 2016, the re-appointment of Mr. Bhaskar Bhat as Managing Director from 1st April 2017 till 30th September, 2019.

The salary proposed herewith is upto a maximum of Rs 15, 00,000 per month. He shall also be entitled for other perquisites.

The Direcor has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 1other companies.

Since the proposal for re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Appointement of Mr Ashwani Puri as an Independent

Director

Mr Ashwani Puri was appointed as an Additional Director on 6th May, 2016 and is now proposed to be appointed as an Independent Director. Mr. Puri is a Chartered Accountant by qualification and has extensive experience in investment/acquisition advisory services, valuations and decision analysis, business and financial restructuring, dispute analysis and forensics. Mr. Puri has served on various Committees of the Banking Division/Ministry of Finance, Ministry of Corporate Affairs and INSOL International and also served as a member of PWC’s Global Advisory Leadership Team.

Since the Director was appointed post the financial year under review, his attendance in Board Meeting is unavailable for consideration. He does not hold directorship in any other company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favou r of the same.

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Management Proposal

Appointment of Mr Gnanadesikan

as a Director

Tamilnadu Industrial Development Corporation Limited (TIDCO), the co-promoter of the Company has nominated Mr. K. Gnanadesikan, IAS, Additional Chief Secretary / Chairman and Managing Director, TIDCO as a Nominee Director of TIDCO on the Board of the Company in place of Mr. Hans Raj Verma and was appointed as an Additional Director of the Company by the Board of Directors on 27th June, 2016.

Mr. Gnanadesikan holds office as Director up to the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration.. He does not hold directorship in any other company.


Cadila HealthCare Limited


Management Proposal


Statements [including


statements] for the year ended on March 31, 2016.




Consolidated:






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Management Proposal

Confirmation of Interim Dividend declared and paid as final dividend.

We propose voting in favour of confirmation of interim dividend declared and paid as final dividend.

Management Proposal

Reappointment of Dr. Sharvil P. Patel, Deputy

Managing Director retiring

by rotation

Mr Sharvil Patel was appointed on the Board w.e.f August 1, 1997.

Dr. Sharvil P. Patel having specialization in Chemical and Pharmaceutical Sciences from University of Sunderland, U.K. and doctorate for his research work in Breast Cancer at John Hopkins, Bayview Medical Centre, USA.

Dr. Patel combines both Pharma and research expertise. Dr. Patel is associated with the Company since 1997 and has contributed a lot in aligning the business and research goals of Zydus group and under his leadership jointly with the Managing Director the group has achieved sales over $1 bn in 2010-11. It is his dream to make the Company a research – based pharmaceutical companyby 2020.

Dr. Patel is closely associated with the Yi (Young Indians), a leadership forum initiated by the Confederation of Indian Industry which integrates young professionals from various walks of life for the developmental initiatives in the areas of economy, education, healthcare and environment. Dr. Sharvil Patel has also brought in a new dimension to the Consumer business, giving it much larger positioning in the wellness domain.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.



Management Proposal


Statutory Auditors and to


The company proposes to ratify the appointment of M/s Mukesh M. Shah & Co., Chartered Accountants [Firm Registration No. 106625W] as Statutory Auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.


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Management Proposal

Re-appointment of Mr. Pankaj R.

Patel (DIN: 00131852) as Chairman and


Company

Shri Pankaj Patel was appointed on the Board w.e.f May 15, 1995.

Mr. Pankaj Patel, M. Pharm., spearheads Zydus Cadila, one of India’s leading pharmaceutical groups and a global healthcare Company with operations in more than 50 countries worldwide. With an experience spanning over 35 years in the Indian pharmaceutical industry, Mr. Patel combines both research and techno-commercial expertise.

He has published over 100 research papers in peer reviewed journals and is a coinventor of more than 64 patents. He has been the guiding force behind Zydus’ fast tracked growth. From a turnover of Rs. 250 Crores in 1995, the group posted revenues of over Rs. 9838 Crores on a consolidated basis in FY 15-16.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other company.


Management Proposal

Appointment of Mr. Apurva S. Diwanji (DIN:



Pursuant to recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 13, 2016 appointed Mr. Apurva as an Additional Director on the Board of the Company

He has completed his law degree from Downing College, Cambridge University, UK and after working in UK with two international law firms, he returned to India to join M/s Desai & Diwanji, Advocates, Solicitors and Notaries. He is currently a partner with M/s. Desai & Diwanji and is based in Mumbai. He also has an economics degree from St. Xavier’s College, University of Bombay.




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Management Proposal

Payment of commission to Directors other than Managing

Director, Deputy Managing

Director or Whole time Director

The Members of the Company at the 18th Annual General Meeting held on September 30, 2013 approved by way of Special Resolution under section 309 of the Companies Act, 1956, the payment of commission to the Non-Executive Directors of the Company, within the maximum limit of 1% of net profits of the company, calculated in accordance with the provisions of the Companies Act, 1956, subject to maximum in aggregate of Rs. 15 million for each financial year for a period of five years commencing from March 31, 2014.

The Independent Directors play a significant role in the growth of the Company and taking into account the role and responsibilities of the Directors, it is proposed that the Directors other than Managing Director, Deputy Managing Director or any Whole Time Director be paid remuneration in accordance with the provisions of section 197 of the Companies Act, 2013 [Act] for an amount not exceeding onepercent of the net profits of the Company computed in accordance with the provisions of section 198 of the Act, subject to maximum limit of Rs.30 millions in aggregate for each financial year for five years from the financial year ending on March 31, 2017 upto and including financial year of the company ending as on March 31, 2021.


Management Proposal

Ratification of remuneration to Cost Auditors.

The company proposes to ratify the remuneration of Rs. 1.20 mio plus applicable service tax and out of pocket expenses at actuals for the financial year ended on March 31, 2017 to M/s. Dalwadi & Associates, Cost Accountants, who were appointed as Cost Auditors to conduct the audit of cost records maintained by the Company pertaining to Drugs and Pharmaceuticals manufactured by the Company for the financial year 2016-17.

Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favor of the same.

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Management Proposal

Issue of securities through Qualified

Institutional Placement/Foreig

n Currency Convertible Bonds, etc.

The Company has received an approval of FIPB for the issue of securities upto Rs. 5,000 Crores pursuant to resolution passed by the members through Postal Ballot process as aforesaid. However, the validity of the Special Resolution passed above shall be only one year, by which the Company was required to issue and allot the securities as envisaged in the aforesaid resolution.

Though, the Company is not required to approach FIPB once again for any issue of securities upto Rs. 5,000 Crores, but needs to pass a fresh special resolution by the members.

The Company has been pursuing, both organic process and inorganic opportunities, for its growth. This would require sufficient resources including funds to be available and to be allocated, from time to time. The generation of internal funds may not always be adequate to meet all the requirements of the Company’s growth plans. It would be therefore, prudent for the Company to have requisite enabling approvals in place for meeting the fund requirements of its organic and inorganic growth, capital expenditure, long term working capital, refinancing the existing borrowings and also such other corporate purposes as may be permitted under the applicable laws and as may be specified in the appropriate approvals. This would also help the Company to take quick and effective actions to capitalize on the opportunities, as and when available.

The requirement of funds is proposed to be met both from equity and debt issuance of appropriate securities as defined in the resolutions and from both domestic and international markets. Prudence would require the funding to be structured with an appropriate mix of equity and debt to meet with the objective of optimization of the cost.


With respect to the resolution relating to raising of funds via various options, up to Rs. 10,000 crs, we recommend voting in favor.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.Management

ProposalIssue of

Secured/Unsecured Redeemable

Non-convertible Debentures/Bond

s.

In order to augment long term resources for financing, inter alia, the ongoing capital expenditure and for general corporate purposes including inorganic growth opportunities, the Company may offer or invite for subscription Secured Redeemable Non-Convertible Debentures, in one or more series or tranches on a private placement.


We recommend voting in favor of the resolution relating to invitation for subscription for secured redeemable non convertible debentures up to Rs. 3500 crs. Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

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Management Proposal





2016 (both Standalone and Consolidated

basis), together with the Reports of the Auditors thereon and the Boards’ Report




Consolidated:



Net profit Rs 2,185.44 million as on 31st March, 2016 as compared to Rs 2,313.41 million as on 31st March, 2015



Management Proposal

To declare a Dividend for the

financial year ended March 31, 2015 of Rs. 3.50 per Equity Share of Rs. 5/- each, fully paid-up.

We recommend voting in favour of declaration of dividend for the financial year ended March 31, 2015 amounting to Rs 3.50 per equity share of Rs 5/- each, fully paid-up.

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Management Proposal

To appoint a Director in place of Mr Shaibal Sinha (DIN:


Mr Shaibal Sinha was appointed on the Board w.e.f November 2004. He holds the qualification of B.Com and is a Chartered Accountant with more than 29 years of post-qualification experience in finance across the globe.


The Director is liable to retire by rotation and being eligible, offers himself for re-appointment.


Management Proposal

To re-appoint the Auditors and to


The company proposes to re-appoint M/s S R Batliboi and Company, LLP, and Chartered Accountants as Statutory Auditors of the company for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.


Management Proposal

To appoint Mr Christopher

McDonald Kirk as Director of the company, liable

to retire by rotation

Mr Christopher is a British Citizen and holds the qualification of Bachelor in Science with Honour from the University of United Kingdom. He was appointed on the Board w.e.f February 20, 2016. He became the CEO of the SGS Group in November-2006 and held the position till his retirement in March 2015.

The Director was appointed during the financial year under review, one Board Meeting was held post his appointment, he has attended the same.. He holds Directorships in 2 other companies.



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Management Proposal

To re-appoint Mr Rajeev

Gopalakrishnan as the Managing Director of the

Company and to fix the

remuneration

Mr Rajeev holds the qualification of mechanical engineering. He joined Bata in 1990 where he served at various senior positions including Managing Director- Bat, Thailand before becoming the Managing Director of Bata India Limited in the year 2011. The Director was re-appointed on the Board w.e.f February 23, 2016.

He was appointed as an Additional Director and the Managing Director at the meeting held on February 23, 2011.


Basic salary: Rs 19,250, 000/- per annumCash Allowance: Rs 9,071, 000/- per annumVariable pay: Short Term Incentive Plan with a target payout of 50% of the annual salary or STIP of Rs 9,625,000/-House Allowance: Rs 2,800,000/- per annum.



Management Proposal

To appoint Mr Ram Kumar Gupta as a

Director of the company

Mr Ram Kumar Gupta holds the qualification of Bachelor of Commerce and is a Chartered Accountant with 30 years of experience in different positions in Bata. He joined Bata India in July 1986. His last assignment in Bata India was Senior Vice- President. The Director was appointed on the Board w.e.f August 19, 2015.

He was appointed as an Additional Director of the company at the Board Meeting held on August 19, 2015.


Basic Salary: Rs 83,46000/- per annumHouse Rent Allowance: Rs 20,08,500/- per annum Special Allowance: Rs 34,50,700/- per annumVariable pay: Rs 24, 80,400/- per annum based on the performance of the Company.

The Director was appointed during the financial year under review. 3 Board Meetings were held post his appointment, he has attended the same. He holds directorship in 3 other companies.

Management Proposal

To appoint Mr Ram Kumar Gupta as a

Whole-time Director of the

company and to fix the

remuneration.

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Hawkins Cooker Limited


Management Proposal





2016 (both Standalone and Consolidated

basis), together with the Reports of the Auditors thereon and the Boards’ Report

The Company has earned total revenue of Rs 54760.33 lakhs as on 31st March, 2016 as compared to Rs 51832.10 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 48333.43 lakhs as on 31st March, 2016 as compared to Rs 47100.64 lakhs as on 31st March, 2015.

Net profit Rs 4033.80 lakhs as on 31st March, 2016 as compared to Rs 3211.56 lakhs as on 31st March, 2015.



Management Proposal

To declare dividend


Management Proposal

To appoint Mr. Subhadip Dutta

Choudhury (DIN:00141545) as Director liable


Mr. Subhadip Dutta Choudhury, holds the qualification of B. Tech. Degree in Electrical Engineering from the Indian Institute of Technology, Kharagpur, and a Post Graduate Diploma in Business Management from the Indian Institute of Management, Calcutta. He joined the Company in 1992 as a Management Trainee and worked for eight years as a Sales Manager in various regions with increasing levels of responsibility. He moved to Marketing as Vice President in 2000.

He was re-elected as Vice-Chairman of the Board of Directors and Managing Director designated as Chief Executive Officer in 2007, 2010 and 2013. The salary proposed is Rs.4,00,000 per month and commission on net profits: at the rate of 3%. Provident Fund/Superannuation / Annuity Fund/Pension Fund contributions: as per the Rules of the Company. He shall also be entitled to other perquisites.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other company.



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Management Proposal

To appoint Auditors to hold office from the

conclusion of this Annual General

Meeting until the conclusion of the

next Annual General Meeting and to fix their remuneration.

The company proposes to appoint M/s Deloitte Haskins and Sons, LLP as the statutory auditor of the company for a period of one year.


Keeping in view of the above, we may vote for the same.

Management Proposal

Appoint of Mr Ravi Kant

(DIN:00016184)

Mr Ravi was appointed as an Additional Director w.e.f June 1, 2016. He has nearly 50 years of corporate experience in extractive, consumer durable and automobile industries. He spent 15 years in Tata Motors where he was the CEO and Managing Director and later Vice Chairman of the Board. He has also worked in senior positions at LML Ltd., Titan Watches, Kinetic Engineering, Hawkins (from 1974 to 1985) and Hindustan Aluminium.

He holds the qualification of B.Tech. Hons. at Indian Institute of Technology at Kharagpur, and M.Sc. in management from Aston University, Birmingham. He is an Industrial Professor at the University of Warwick, UK. He is the Chairman of IIM, Rohtak, and is on the advisory boards of business schools at IIT Bombay and Kharagpur, National University of Singapore and China Europe International Business School, Shanghai.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration.. He holds directorships in 3 other companies.


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Management Proposal

Appointment of Mr. Subhadip

Dutta Choudhury (DIN:00141545), as Vice-Chairman

of the Board of Directors and

Managing Director

designated as Chief Executive

Officer, for aperiod of three

years from October 1, 2016, to September 30,

2019

Mr. Subhadip Dutta Choudhury’s appointment as Vice-Chairman of the Board of Directors and Managing Director designated as Chief Executive Officer of your Company comes to an end on September 30, 2016. At its meeting on May 19, 2016, the Board of Directors decided that it is in the interest of your Company to re-appoint Mr. Dutta Choudhury in his present position for a period of three years from October 1, 2016, on revised terms, subject to your approval.

The salary proposed is Rs.4, 00,000 per month. Commission on net profits: at the rate of 3%. Provident Fund/Superannuation/ Annuity Fund/Pension Fund contributions: as per the Rules of the Company. He shall also be entitled to other perquisites.The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.


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Management Proposal

Appointment of Mr. Sudeep

Yadav (DIN:02909892),

as Executive Director-Finance

& Administration, for a period of

three years from October 1, 2016, to September 30,

2019

Mr. Sudeep Yadav was appointed as an Additional Director of the Company with effect from July 17, 2013, and as a Whole Time Director, designated as Executive Director-Finance & Administration (Designate), with effect from July 22, 2013.

He holds the qualification of a B. Tech. from IIT Delhi and a Post-Graduate Diploma in Business Management from IIM Calcutta. Prior to joining the Company he has worked with Citibank for 12 years and before that, with ANZ Grindlays & Standard Chartered for 9 years. His experience has been in Business Administration, dealing with a wide variety of major corporations and various banking operations.

His re-appointment as Executive Director-Finance and Administration of the Company comes to an end on September 30, 2016. At its meeting on May 19, 2016, the Board of Directors decided that it is in the interest of your Company to re-appoint Mr. Yadav in his present position for a period of three years from October 1, 2016.

The Salary proposed is Rs. 3,33,333 per month and commission on net profits: at the rate of 2%. Provident Fund / Superannuation / Annuity Fund / Pension Fundcontributions: as per the Rules of the Company.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.


Management Proposal

Acceptance of Deposits

The Company has a Fixed Deposit Scheme, pursuant to the provisions of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)Rules, 2014, wherein it accepts unsecured deposits from the Members of the Company and the Public.

The Board of Directors at its meeting held on May 19, 2016, has resolved to recommend the acceptance of Fixed Deposits from the Members and the Public pursuant to Sections 73 and 76 of the Companies Act, 2013, and the Companies(Acceptance of Deposits) Rules, 2014. The Fixed Deposit scheme would be credit rated on an annual basis.


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Kirloskar Oil Engines Limited


Management Proposal

Adoption of Audited


Statements and the Consolidated

FinancialStatements of the Company for the Financial Year

ended 31 March 2016 together

with theReports of the





Consolidated:

The Company has earned total revenue of Rs 2,529.33 crores as on 31st March, 2016.

The Company has incurred total expenses of Rs 2,327.07 crores as on 31st March, 2016. Net profit Rs140.63 crores as on 31st March, 2016 .The Auditors Reports dated May 18, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


Interim Dividend as final dividend

for the year ended 31st March 2016.

We propose voting in favour of confirmation of payment of Interim Dividend as final dividend for the year ended March 31, 2016.

Management Proposal

Re-Appointment of Rajendra R.

Deshpande who retires by rotation.

Rajendra R. Deshpande, is a Graduate in Mechanical Engineering, joined the Company in July 1977. He has worked for Small, Medium and Large Engines Business Groups of the Company. He started Ancillary Development Department in the Company. During his tenure as a Business Unit Head, Medium Engines Business Group has become the largest Strategic Business Unit amongst the KIRLOSKAR group. He was reappointed as Whole Time Director with designation as Joint Managing Director for a period of three years w.e.f. 29 April 2015 by the members in the AGM held on 7 August 2015.




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Kirloskar Oil Engines Limited


Management Proposal

Re-Appointment of Auditors and


The company proposes to appoint M/s. P. G. Bhagwat, Chartered Accountants (Firm Registration no. 101118W), as the Auditors of the Company to hold office for a second term of 5 years from conclusion of this Annual General Meeting until the conclusion of Annual General Meeting to be held in the year 2021.Since the proposal for re-appointment is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Proposal

Appointment ofVinesh Kumar

Jairath as an Independent

Director.

Vinesh Kumar Jairath joined Indian Administrative Service in 1982. He is an Ex-IAS officer. He was a Member of Indian Administrative Services. He has a Masters in Development Economics from the University of Manchester, U.K. He holds Bachelor of Arts Degree in Public Administration and Bachelor of Laws Degree, both, from the Punjab University. He had served as Joint Managing Director at Indiabulls Real Estate Limited from September 29, 2014 to October 02, 2015. He holds directorship in Tata Motors Limited and Tata Motors Finance Solutions Limited.

He served as the Principal Secretary of Industries at Government of Maharashtra until 2008. He has over 25 years of experience in public administration, rural development, poverty alleviation, infrastructure planning and development and infrastructure financing, finance, industry, urban development, environmentalmanagement, while occupying various important positions in the Government of India and the State Government of Maharashtra.

The Director was appointed on the Board w.e.f January 27, 2016, two Board Meetings of the company were held post his appointment and he has attended the same. He holds directorships in 4 other companies.


Management Proposal

Approval of remuneration of

the Cost Auditors.

The Board of Directors on the recommendation of Audit Committee has approved the appointment of M/s. Parkhi Limaye and Co., Cost Accountants to conduct the audit of the cost records of the Company for Financial Year ended 31 March 2017, at the remuneration upto Rs 7,50,000 plus service tax as applicable and out of pocket expenses on actual basis.


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Cummins India Limited


Management Proposal


standalone financial

statement of the Company for the Financial Year

ended March 31, 2016, the reports of the Board of Directors and

Auditors thereon

The Company has earned total revenue of Rs 495,216 lakhs as on 31st March, 2016 as compared to Rs 469,238 lakhs as on 31st March, 2015.





Management Proposal



statement of the Company for the Financial Year

ended March 31, 2016 and the reports of the

Auditors thereon

The Company has earned total revenue of Rs 536,943 lakhs as on 31st March, 2016 as compared to Rs 512,375 lakhs as on 31st March, 2015.





Management Proposal

Approval of final dividend for the Financial Year

ended March 31, 2016 and to ratify

the interim dividend paid in February 2016

We propose voting in favour of approval of final dividend for the financial year ended March 31, 2016 and for ratification of interim dividend paid in February 2016.

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Management Proposal

Appointment of a director in place

of Mr. Mark Smith, who


eligible, seeks re-appointment

Mr. Mark Smith joined the Board of Cummins India Limited on May 23, 2014. Mr. Smith is a Bachelor of Arts with specialization in Economics from the University of Kent, UK. He has also completed his Masters in Business Management from the Kellogg School of Management, Northwestern University, USA. Mr. Smith is a qualified member of Institute of Chartered Accountants in England and Wales. Mr. Smith is the Vice President, Investor Relations at Cummins Inc. USA .

The Director has 50% attendance in Board Meeting and has not attended the previous Annual General Meeting. He does not hold directorship in any other company.



Management Proposal

Appointment of a director in place of Mr. Casimiro Antonio Vieira

Leitao, who retires by rotation

and being eligible, seeks re-

appointment

Mr. Casimiro Antonio Vieira Leitao joined the Board of Cummins India Limited on August 3, 2012. He is a Bachelor of Science in Electrical Engineering and Masters in Business Administration. He possesses expertise in Sales and Marketing and has a deep understanding of customer needs and channel dynamics in Power Products Business. He is on the Board of Cummins Northeast, LLC.

He has 75% attendance in Board Meetings. However he was absent at the previous Annual General Meeting. He does not hold directorship in any other company.



Management Proposal

Appointment of Auditors to hold office from the

conclusion of this Fifty-Fifth

Annual General Meeting till the conclusion of Company’s

Sixtieth Annual General Meeting

The company proposes to appoint S R B C & Co. LLP (Firm Registration No. 324982E) from conclusion of this Annual General Meeting till the conclusion of 60th Annual General Meeting, subject to ratification by Members at every annual general meeting, if required.

Since the appointment is in conformity with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

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Management Proposal

Determination of remuneration payable to the

Cost Auditors of the Company

The company proposes to determine the remuneration of Messrs. Ajay Joshi and Associates, Cost Accountants at Rs 9,00,000/- as the remuneration plus service tax as applicable and re-imbursement of out of pocket expenses for carrying out the cost audit of the Company for the Financial Year 2016-17.


Management Proposal

Approval on material related party transaction

As a part of its regular business, the Company sells the internal combustion engines to Cummins Limited, UK at arm’s length basis under the purchase orders raised from time to time and in the Financial Year 2016-17, the aggregate value of these transactions is likely to be around Rs 140,000 Lacs.

It may be noted that during the Financial Year 2015-16, the total turnover of the Company was f 472,429 Lacs and that the Company had transactions with Cummins Limited, UK of Rs 58,294 Lacs (that is, of 12.34%).

Further, as a part of its regular business, the Company purchases B and L series internal combustion engines, their parts and accessories from Tata Cummins Private Limited, Jamshedpur on arm’s length basis under the purchase orders raised from time to time and in the Financial Year 2016-17, the aggregate value of these transactions is likely to be around

Management Proposal

Approval on material related party transaction

Management Proposal


Mr. Anant J. Talaulicar, Managing Director

Mr. Anant J. Talaulicar is on the Board of the Company as the Managing Director of the Company since April 25, 2003. He is a Mechanical Engineer from Mysore University, M. S. from Michigan University, U.S.A. and M.B.A. from Tulane University, U.S.A. Mr. Talaulicar possesses expertise in Finance, Manufacturing, Product Management, Strategy and Marketing.


Consolidated salary not exceeding Rs 34 Lacs per month. The consolidated salary shall be inclusive of statutory benefits such as provident fund, gratuity etc. as may be applicable from time to time. In addition to the salary, Mr. Talaulicar will be entitled for the other perquisites and statutory benefits.

Since the proposal for revision in remuneration is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

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Bharat Forge Limited


Management Proposal


statements including balance sheet, profit and loss account and

cash flow statement






Management Proposal

The audited consolidated

financial statement of the Company for the Financial Year

ended March 31,2016.



Net profit Rs 6,495.27 million as on 31st March, 2016 as compared to Rs 7,635.58 million as on 31st March, 2015.The Auditors Reports dated May 30, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To confirm the payment of 1st and 2nd interim dividend and to declare a final dividend on

Equity Shares for the Financial

Year 2015-16.

We propse voting in favour of confirmation of payment of 1st and 2nd interim dividend and declaration of final dividend on equity shares for the financial year 2015-2016.

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Management Proposal

To appoint a Director in the

place of Mr. B. P. Kalyani


rotation and being eligible, offers himself for re-appointment.

Mr. B. P. Kalyani is B.E. (Prod. Engg.), M.S. (Mech. Engg.), M.B.A., is an Executive Director of the Company with effect from May 23, 2006. Mr. B. P. Kalyani has served with the Company for more than 34 years and was Senior Vice President (FMD). He is responsible for Close Die Forge Division (CDFD).




Management Proposal


place of Mr. P. C. Bhalerao


rotation and beingeligible, offers himself for re-appointment

Shri P C Bhalerao holds the qualification of B.E., M.B.A. and D.T.M. He is a Non- Executive Director on the Board. Mr. Bhalerao has over 37 years of work experience. Mr. Bhalerao has been on our Board since April 1, 1998. On and from August 1, 2005, he was designated as a Non-Executive Director on the Board.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.The Director is liable to retire by rotation and being eligible offers himself for re-appointment.


Management Proposal


The company proposes to ratify the appointment and payment of remuneration to M/s S R B C & Co., LLP as statutory auditors of the Company.


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Management Proposal

Re-appointment of Mr. B. P. Kalyani as Executive


The previous term of appointment of Mr. B. P. Kalyani, Executive Director expired on May 22, 2016. The Board of Directors, at its meeting held on May 17, 2016 has, subject to the approval of Members, re-appointed

Mr. B. P. Kalyani as Executive Director, for a period of 5 (five) years from May 23, 2016. Further, the Board, subject to approval of Members, at its meeting held on May 17, 2016, on the recommendations from the Nomination & RemunerationCommittee, has approved the terms of remuneration as detailed in the resolution.

The salary proposed herewith amounts to Rs 9,11,000/- Per Month in the grade of Rs 7,00,000/- to Rs 20,00,000/-. He shall also be entitled for other perquisites.


Since the re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Re-appointment of Mr. S. E. Tandale as Executive


The salary proposed amounts to Rs 10,63,000/- Per Month in the grade of Rs 7,00,000/- (Rupees Seven Lakh Only) to Rs 20,00,000/-.

The company proposes to re-appoint Mr. S. E. Tandale [DIN: 00266833] as the Executive Director of the Company for a period of 5 (Five) years with effect from May 23, 2016 upto May 22, 2021, liable to retire by rotation.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship 1 other public company.


Management Proposal

To approve the remuneration of

the Cost Auditors

The company proposes to approve the appointment of M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration No. 00030) to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2017 at a remuneration of Rs 10,00,000/- plus Service Tax at the applicable rates and reimbursement of out of pocket expenses.


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5-Aug-16 Marico Limited For For

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Management Limited







Auditors’ thereon




Consolidated:






Management Limited

Confirmation of Interim Dividends

declared during the financial year ended March 31,

2016.

We recommend voting in favour of confirmation of interim dividend declared during the financial year ended March 31, 2016.

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Management Limited

Re-appointment of Mr. Rajen Mariwala as a

Director

Mr. Rajen Mariwala has done his Masters in Chemical Engineering from Cornell University, USA. He is currently the Managing Director of Eternis Fine Chemicals Limited, formerly known as Hindustan Polyamides & Fibers Limited, a leading exporter of specialty chemicals – specifically chemicals for fragrances and personal care products. He brings with him a rich experience of over 18 years in leading a competitive global business in specialty chemicals. He has been on the Board of Directors of Marico Limited since July 26, 2005.




Management Limited


M/s. Price Waterhouse,

Chartered Accountants as the Statutory

Auditors of the Company.

The company proposes to ratify the appointment of M/s Price Waterhouse, Chartered Accountants as statutory auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Limited

Ratification of the remuneration

payable to M/s. Ashwin Solanki & Associates,

Cost Accountants for the financial


The company proposes to ratify the remuneration payable to M/s Ashwin Solanki & Associates, Cost Accountants for the financial year ended March 31, 2017 amounting to Rs 8,25,000 plus applicable taxes and out of pocket expenses at actual, if any, incurred in connection with the audit.


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5-Aug-16 3M India Limit For For


Management Limited

Approval of the Marico Employee Stock Option Plan 2016 and granting of stock options to the eligible

employees of the Company under

the Plan.

As the ESOP 2016 is applicable to the Managing Director & CEO also, the Board of Directors of the Company, at its meeting held on June 29, 2016 had resolved not to grant further options under the existing Marico MD & CEO ESOP Plan 2014 and decided that the same would be closed in accordance with the SBEB Regulations after exercise of vested options.

Under scheme I of the Marico MD & CEO ESOP Plan 2014, 46,600 options have been granted to the Managing Director & CEO which stand increased to 93,200 options, due to the issuance of bonus equity shares by the Company during the financial year in the ratio of 1:1. The said options constitute 0.007% of the paid up equity share capital of the Company.

Accordingly, approval of the Members is being sought for ESOP 2016 and grant of Options to the eligible employees as described herein above.


Management Limited

Approval of the grant of stock options to the

eligible employees of the

Company’s subsidiaries under

the Marico Employee Stock

Option Plan 2016.


Management Limited


Statements for the year ended March

31, 2016.






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Management Limited

Re-appointment of Mr. Ramesh

Ramadurai, who retires by rotation.

Mr. Ramesh Ramadurai, was appointed as Business Director for 3M Industrial Business in July 2014 and is based out of Shanghai responsible for the entire Asia Pacific Area. Prior to this role, he served as Managing Director of 3M Philippines from August 2011 until June 2014, based in Manila.

He Joined 3M India in 1989 as Sales Engineer and held positions as Country Business Leader in Industrial Business and Electro & Telecommunications.He was seconded to Global Headquarters in St Paul, USA, and worked as Market Segment Manager in Industrial Business, as Global Business Manager for a line of Industrial Tapes, and as International Business Manager for 3M’s Packaging, Masking and Specialty Tapes businesses.

Prior to 3M, he worked for a year as a Production Engineer at an Offshore Oil Production facility, and for about 3 years in a business planning and development role at an automotive parts and motorcycle manufacturer. He holds MBA from the Indian Institute of Management in Calcutta and is a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology, Kanpur..


He was appointed as a Non-Executive Director of the Company from March 27, 2015. 1 Board Meeting was held post his appointment and he has attended the same. He does not hold directorship in any other company.


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Management Limited

Appointment of Messrs. BSR &

Co. LLP, Chartered

Accountants, Bengaluru (ICAI Firm Registration

No. 101248W/ W-100022), Bengaluru- 560071), as

Auditors for a period five years and fixing their remuneration.

Messrs. Lovelock & Lewes (LL) are Statutory Auditors of the Company since 1995.

At the Annual General Meeting (AGM) of the Company held on August 4, 2015, Messrs. Lovelock & Lewes were appointed as Statutory Auditors for a period of two years viz., FY 2015-16 & 2016-17 (subject to ratification by the shareholders at the AGM in 2016) in line with the provisions of Section 139 of the Companies Act, 2013 (“Act”) read with Companies (Audit and Auditors) Rules, 2014.

Subsequent thereto, Messrs. Lovelock & Lewes informed us of the rotation of assigned partner as part of its internal policy for the financial year 2016-17. As the new Statutory Auditors for the Company were to be appointed under the Act for the FY 2017-18 onwards, it was considered desirable to have the new Statutory Auditors appointed from the financial year 2016-17 itself.

This was deliberated between the Company and Messrs. Lovelock & Lewes and was unconditionally agreed by both, so as to ensure and facilitate smooth transition of audit work. Accordingly, a written confirmation from Messrs. Lovelock & Lewes was considered at the Audit Committee and Board of Directors of the Company in their respective meetings held on May 26, 2016 and May 27, 2016.

Pursuant to and in light of the above, the Company has identified Messrs. BSR & Co., LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022), Bengaluru- 560071 as new Statutory Auditor.

The company proposes to appoint the said auditors for a period of 5 years subject to ratification at every annual general meeting.


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Management Limited

Appointment of Ms. Radhika Rajan as an Independent

Director.

Ms. Radhika Rajan, heads DSP Investments, the umbrella Company of the Kothari Family Office, in Mumbai, India. The Kothari portfolio comprises of Indian securities, fixed-income, corporate paper and loans, and some angel and private equity investments.

Previously, Radhika was President of TCG Advisory of the TCG Group, New York. In this capacity, Radhika conceived, set up, structured and managed the operations of TCG’s offshore Indian Equities Funds for 7 years. Prior to joining the Fund in 2003, she advised TCG and several other private equity groups on various companies and proposed investments in the US-India corridor.

She is a US citizen and long term resident of New York who relocated to India a few years earlier. She has focused on India as an investment destination since 1999, when she became New York based Executive Vice-President of Mphasis. Prior to Mphasis, she worked as a global macro proprietary trader at Chemical Bank (now JPMorgan) Itochu, UBS, Bank of America, and Bank of Montreal where she created and managed several profitable trading structures. As a global macro trader, she traded and took proprietary positions in a range of currencies, cash and options and in interest rate and commodity futures and derivatives.

She holds an MBA degree from the Indian Institute of Management Ahmedabad and an MSc (Physics) from Indian Institute of Technology, Mumbai. She was a National Science Talent Scholar through her Masters ‘degree. She was appointed as an Additional Director of the Company by the Board of Directors with effect from May 27, 2016.

Since the Director was appointed post the financial year under review, her attendance in Board Meetings cannot be taken into consideration. She holds directorships in 7 other companies.


Management Limited


payable to Messrs. Rao,

Murthy & Associates, Cost Auditors for FY

2016-17.

The Board of Directors of the Company at its meeting held on May 27, 2016 had on the recommendation of the Audit Committee, approved the re-appointment and remuneration of Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru, (holding Registration No. 000065), to conduct the audit of the cost records of the Company for the financial year ended March 31, 2017 for the products covered as per the Companies (Cost Records and Audit) Rules, 2014, on an remuneration of Rs. 430, 000/- plus service tax as applicable and out of pocket expenses at actuals.Since the proposal for ratification is in accordance with the applicable provisions of the Companies Act, 2013, we may vote in favour of the same.

Management Limited

Appointment of Ms. Debarati Sen as Director of the

Company.

Based on the nomination from 3M Company, USA, the Nomination & Remuneration Committee of the Company at its meeting held on May 26, 2016 has recommended the appointment of Ms. Debarati Sen as a Director of the Company. The Board of Directors at its meeting held on May 27, 2016, appointed her as an Additional Director of the Company from June 1, 2016.

Ms. Debarati Sen, held the position of Director, Corporate Sales Operations for 3M Company, USA leading corporate initiatives critical to growth, sales effectiveness and efficiency. She was the Director for 3M’s US Atlantic & Pacific Branch Operations (Puerto Rico, Hawaii, Guam & Alaska).

Her career spans over 24 years in Asia and US with over 18 years in 3M in various global, regional and country roles driving marketing, sales and customer engagement, product development, business development, strategy as well as mergers and acquisitions. In her last role she headed the global Oil & Gas business for 3M. She has also held the position of Vice

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Based on the nomination from 3M Company, USA, the Nomination & Remuneration Committee of the Company at its meeting held on May 26, 2016 has recommended the appointment of Ms. Debarati Sen as a Director of the Company. The Board of Directors at its meeting held on May 27, 2016, appointed her as an Additional Director of the Company from June 1, 2016.

Ms. Debarati Sen, held the position of Director, Corporate Sales Operations for 3M Company, USA leading corporate initiatives critical to growth, sales effectiveness and efficiency. She was the Director for 3M’s US Atlantic & Pacific Branch Operations (Puerto Rico, Hawaii, Guam & Alaska).

Her career spans over 24 years in Asia and US with over 18 years in 3M in various global, regional and country roles driving marketing, sales and customer engagement, product development, business development, strategy as well as mergers and acquisitions. In her last role she headed the global Oil & Gas business for 3M. She has also held the position of Vice

Management Limited

Appointment of Ms. Debarati Sen

as Managing Director of the

Company.

Management Limited

Approval of Material Related

Party Transactions for the year 2016-17

with 3M Company, USA.

The Company is the flagship listed Company of 3M Company, USA in India. 3M Company, USA holds 75% equity stake in the Company. 3M Company, USA is a diversified technology Company with a global presence in the following businesses: Industrial; Safety and Graphics; Electronics and Energy; Health Care; and Consumer. 3M is among the leading manufacturers of products for many of the markets it serves.

Most 3M products involve expertise in product development, manufacturing and marketing, and are subject to competition from products manufactured and sold by other technologically oriented companies. 3M India Limited manages its operations in five (5) operating business segments: Industrial; Safety and Graphics; Energy; Health Care; and Consumer. 3M’s five business segments bring together common or related 3M technologies, enhancing the development ofinnovative products and services and providing for efficient sharing of business resources. These segments have worldwide responsibility for virtually all 3M product lines. The Company has three Manufacturing Plants and a nationwide sales and branch network in India.

The Company being a part of 3M conglomerate, has rights to carry out the business within India and accordingly, has access to Group’s synergies, state of art products and technologies, competencies and “3M” brand name which are very critical and essential to carry out its business operations more efficiently in an increasingly globalized and competitive scenario. As a part of its regular business, the Company purchases, avails/renders services from/to 3M Company, USA at arm’s length basis.

3M Company, USA is a Holding Company (Promoter) of the Company and is a “Related Party” as per the definition under Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Considering the current volatility in the business environment, where neither nor foreign exchange rates can be predicted in advance, the Company expects the level of transactions to be above the materiality threshold as prescribed under the Listing Regulations for the period for which the approval of Members is sought.Comments of equity research team:

With respect to the resolution relating to material related party transactions with parent 3M, USA, we recommend voting in favor.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company and taking into consideration the recommendation of equity research team; we may vote in favour of the same.

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5-Aug-16 For For

For For We propose voting in favour of declaration of dividend for the year ended March 31, 2016.


Management Proposal

Payment of remuneration by

way of Commission to Non-Executive Directors of the

Company for five (5) financial years

commencing from the

Financial Year April 01, 2016.

The Members of the Company by way of Postal Ballot had approved on September 14, 2011 by way of a Special Resolution, the payment of remuneration by way of Commission to the Non-Executive Directors of the Company, of a sum not exceeding one percent (1%) per annum of the Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956, for aperiod of five (5) years commencing from April 1, 2011.

It is proposed to extend the remuneration for further period of five (5) years of the Company commencing from April 1, 2016, provided that the remuneration in the form of Commission shall not exceeding one percent (1%) per annum of the Net Profits of the Company computed in accordance with the provisions of the Companies Act, 2013. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board of Directors and subject to any other applicable requirements under the Companies Act, 2013.


GlaxoSmithKline Consumer Healthcare Limited


Management Proposal

To consider and adopt the audited

financial statements of the Company for the year ended March

31, 2016



Net profit Rs 6,86,91.49 lakhs as on 31st March, 2016 as compared to Rs 5,83,59.93 lakhs as on 31st March, 2015.



Management Proposal

To consider and approve the

declaration of dividend for the

year ended March 31, 2016 of Rs 70/- per equity

share.

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For For



Management Proposal

To appoint M/s Price Waterhouse,

Statutory Auditors and authorize the

Board of Directors to fix

their remuneration

The company proposes to appoint M/s Price Waterhouse, Statutory Auditors and authorize the Board of Directors to fix their remuneration for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing Annual General Meeting.


Management Proposal

To elect the following

Directors namely:

1. Mr Kunal Kashyap2. Mr P

Dwarkanath3. Mr Naresh

Dayal4. Mr Mukesh

Bhutani5. Ms Sangeeta

Talwar6.Mr Jaibhoy

Philips7. Mr Vivek

Anand

in accordance with section 163 of the Companies

Act, 2013 and Article 97 of the

AoA of the company

As per Article 97 of the Articles of Association of the Company, all Directors of your Company, other than those appointed under Article 97A, 117 and 119, shall be appointed under the system of proportional representation once in every three years. Accordingly, the Directors appointed in the Annual General Meeting held on April 9, 2013, shall vacate office at the conclusion of the Annual General Meeting to be held on 5th August, 2016. Seven Directors will be appointed by the Members under the system of proportional representation in this meeting to hold office for a term of three years.

Section 163 of the Companies Act, 2013 provides that the articles of a company may provide for the appointment of not less than two-thirds of the total number of the directors of a company in accordance with the principle of proportional representation, whether by the single transferable vote or by a system of cumulative voting or otherwise and such appointments may be made once in every three years.

The details of Directors proposed to be appointed are mentioned in the Annexure.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

Approval of term of appointment

and remuneration of Mr Vivek

Anand

Mr. Vivek Anand (DIN: 06891864) joined the Company on June 1, 2015 as Director Finance – India Sub-Continent. He is finance professional with a degree in Chartered accountancy and intensive work experience of 21 years primarily with FMCG industry in India, Singapore and Bangladesh. Though an FMCG person, he has had an opportunity to work in the telecommunications sector (with Telenor, India) hence adding the dynamism of this fast changing and highly competitive industry to his diversified experience across geographies.

Mr. Vivek Anand is responsible for efficient operations of Finance, Treasury, Taxation, Insurance, Internal & Statutory Audit functions. As member of India Leadership Team of the Company, he contributes towards determination of local business strategy, meeting its sales & operating profit targets, as well as to shape the organization to meet the challenges for the future.

The Board of Directors at a meeting held on May 8, 2015, had appointed Mr. Vivek Anand (holding DIN: 06891864) as a Whole-time Director of the Company in casual vacancy, designated as “Director-Finance and Chief Financial Officer” with effect from June 1, 2015 caused due to the resignation of Mr. R Subramanian. His appointment in casual vacancy and terms of appointment was approved by the shareholders at the Annual General Meeting held on August 6, 2015.

He has100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.


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Management Proposal

Approval of terms of appointment

and remuneration of Mr Jaibhoy

Philips

Mr. Jaiboy John Phillips (DIN: 01417171) joined the Company w.e.f. January 2, 2012 with a strong FMCG background and a track record for successful implementation of the End-to-end Supply Chain transformation programme. Over the last 4 years in GSK Consumer, he has played a critical role in delivering a Change agenda that is characterised by integrating all verticals of SupplyChain namely, Procurement, Customer Service & Logistics, Manufacturing, Safety, Quality, Compliance, Sustainability, NPI, Projects and GPS. Delivering world class Customer Service has been the central purpose of the entire Supply Chain. Along with that embedding, Gross Margin Improvement (5% yoy COGS Savings), Sales & Operation Planning Process, Stage & Gate process for New Products, Talent review have been a few of the best in class processes that he has institutionalized.

Mr. Jaiboy John Phillips (DIN: 01417171) was elected as a Director at the Annual General Meeting held on April 9, 2013 upto the date of the said Annual General Meetings.



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5-Aug-16 For For

For For We propose voting in favour of declaration of dividend for the financial year 2015-16.

For For

Lakshmi Machine Works Limited


Management Proposal

Adoption of Annual Financial

Statements for 2015-16




Consolidated:






Management Proposal

Declaration of Dividend for

2015-16

Management Proposal

Note the retirement of

Sri R Rajendran, Director by

Rotation

Shri R Rajendran who retires by rotation, though eligible, does not offer himself for reappointment and the vacancy so caused on the Board not to be filled up at this Annual General Meeting.


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5-Aug-16

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For For



Management Proposal

Appointment of Auditors and

to fix the remuneration

The company proposes to appoint M/s. Jagannathan and Visvanathan Chartered Accountants, one of the joint auditors, from the conclusion of this Annual General Meeting, to approve the re-appointment of M/s Subbachar and Srinivasan, Chartered Accountants one of the joint auditors, for the financial year 2016-17 to hold office till the conclusion of the next Annual General Meeting, to approvethe appointment of M/s S Krishnamoorthy & Co., Chartered Accountants, as Auditors, with Sri. K. Raghu as signing Partner, for a term of five financial years commencing from 2016-17 to 2020-21 to hold office from the conclusion of this Annual General Meeting and till the conclusion of the Annual General Meeting tobe held in 2021 and for the payment of an audit fee of Rs 25 Lakhs, exclusive of reimbursement of out of pocket expenses and service tax, if any, for the FY 2016-17 to be shared equally by the joint auditors.


Management Proposal

Payment of commission toNon-Executive

Directors

The Shareholders of the Company at the Annual General Meeting held on 5th August, 2013 had approved for the payment of commission to Non-Executive Directors of the Company upto 1% of the Net Profits of the Company for a period of 3 financial years commencing from 1st April, 2012.

It is proposed to continue the payment of commission to the Non-Executive Directors up to a sum not exceeding 1% of the Net Profits of the Company, subject to a maximum of Rs 100 lakhs per annum calculated as per the provisions of Section 198 of the Companies Act, 2013 for a period of three financial yearscommencing from 2015-16 to 2017-18.


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For For



Management Proposal

Re-appointment of Sri Sanjay

Jayavarthanavelu as Managing

Director

Shri Sanjay is a post graduate in Business Administration from Philadelphia University, USA with specialization in Management and Finance. He joined the Company on 24.02.1993 as Director. He was appointed as Wholetime Director with effect from 03.06.1994, then elevated as Managing Director from 10.09.2010 and was also elected as Chairman of the Board with effect from 29.10.2012. He has 23 years of experience in the fields of textile, textile engineering, machine tools, foundry, logistics, finance and administration. He has gained considerable experience in Aerospace also.

He was re-appointed as Managing Director of the Company for a period of 5 years from 1st June, 2012 to 31st May, 2017 by the Shareholders of the Company at the Annual General Meeting held on 10th August, 2011, hence the current tenure of his office is valid up to 31st May, 2017.

The Board of Directors of the Company at the meeting held on 16th June, 2016 had, in the best interest and progress of the Company, proposed to re-appoint him as Managing Director of the Company for a further period commencing from 1st June, 2017 to 31st March, 2022.

He has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 6 other public companies.


Management Proposal

Confirmation of remuneration

payable to Cost Auditor

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of and remuneration payable to Sri A.N.Raman, Cost Accountant for the audit of cost accounting records of the Company pursuant to the Companies (Cost Records and Audit) Rules 2014, for the Financial Year 2016-17 at a remuneration of Rs 5,50,000/- excluding the applicable service tax and reimbursement of out of pocket expenses incurred by him in connection with the audit.


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For For

Britannia Industries Limited


Management Proposal





Statements) for the financial year ended 31 March,

2016 and the Reports of the Directors and

Auditors thereon




Consolidated:






Management Proposal

To declare dividend for the financial year

ended 31 March, 2016

We recommend voting in favour of declaration of dividend for the financial year ended March 31, 2016.

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For For

Britannia Industries Limited


Management Proposal

To appoint a Director in place of Mr. Nusli N Wadia (holding

DIN: 00015731), who retires by

rotation in terms of Section 152(6) of the Companies

Act, 2013 and being eligible,


Mr. Nusli N Wadia was appointed as Director on the Company’s Board on 5th September, 1993 and has been the Chairman of the Company since September 8th 1993. He is the Chairman of Wadia Group companies and also Director on the Board of several Indian companies. He has contributed actively in the deliberations of various organizations such as the Cotton Textiles Export Promotion Council (TEXPROCIL), Mill Owners’ Association (MOA), Associated Chambers of Commerce & Industry, etc.

He is the former Chairman of TEXPROCIL and also of MOA. Mr. Wadia was appointed on the Prime Minister’s Council on Trade & Industry during 1998 to 2004. He was the Convenor of the Special Group Task Force on Food and Agro Industries Management Policy in September, 1998.

He was a Member of the Special Subject Group to review regulations and procedures to unshackle Indian Industry and on the Special Subject Group on Disinvestment. He was a member of ICMF from 1984-85 to 1990-91.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 7 other public companies.Since the appointment is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

Appoint M/s B S R & Co. LLP,

Chartered Accountants, as


Company

The company proposes to appoint M/s B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for a period of 3 years commencing from the conclusion of this Annual General Meeting.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of three year subject to ratification every year. Keeping in view of the above, we may vote for the same

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Adani Ports and Special Economic Zone Limited


Management Proposal


statements (including



ended March31, 2016 (Ordinary

Resolution)



Net profit Rs 2,841.58 crores as on 31st March, 2016 as compared to Rs 2,183.14 crores as on 31st March, 2015.

Consolidated:






Management Proposal

Confirmation of payment of

interim dividend on Equity Shares

We recommend voting in favour of confirmation of payment of interim dividend on equity shares.

Management Proposal

Declaration of Dividend on Preferences

Shares

We recommend voting in favour of declaration of dividend on preference shares for the financial year.

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9-Aug-16

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For For



Management Proposal

Re-appointment of Dr. Malay

Mahadevia (DIN: 00064110), as a Director of the Company who

retires by rotation

Dr Malay holds the qualification of B.D.S/ M.D.S and Ph.D in Marine Ecology. He is Whole Time Director of the Company.

He has been working with the Company since 1992 and has worked on the development of the Mundra Port since its conceptualization. Currently he handles the marine and ports, special economic zones, health care, water supply, education, railway logistics and social infrastructure divisions of our Company. He has been awarded the outstanding manager of the year award of Gujarat by the Ahmedabad Management Association for the year 2002. He was also one of the finalists for ‘Lead India’ campaign organized by Times of India group in Gujarat. He is member of Gujarat Chamber of Commerce and Industry.

The Director has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 5 other public companies.

The Director is liable to retire by rotation and being eligible offers himself for re-appointment. Since the re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Ratification of appointment of M/s. S R B C &

CO LLP, Statutory


remuneration

The company proposes to ratify the appointment of M/s S R B C & Co., LLP, statutory auditors for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


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9-Aug-16

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Management Proposal

Approval of payment of

remuneration to Mr. Karan Adani, Chief Executive Officer a relative of Director(s) to

hold office or place of profit

under the Company

The Board of Directors at its meeting held on December 28, 2015 had appointed Mr. Karan Adani as Chief Executive Officer (CEO) of the Company w.e.f. January 1, 2016.

Mr. Karan Adani holds a degree in economics from Purdue University, USA. He started his career by learning the intricacies of the port operations at Mundra. He has been looking after the operations since 2009 and now looks after the strategic development of all Adani ports in India. He aims to build the Group’s identity around an integrated business model, backed by his sound understanding of new processes, systems and macro-economic issues, coupled with his growing experience.

Information in compliance with Section 188 of the Companies Act, 2013 and Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules, 2014 is as stated below:

1) Name of the related party : Mr. Karan Adani2) Name of the Director or Key Managerial personnel who is related : Mr. Gautam S. Adani, Chairman and Managing Director and Mr. Rajesh S. Adani, Director3) Nature of relationship : Mr. Karan Adani is son of Mr. Gautam S. Adani and nephew of Mr. Rajesh S. Adani4) Nature, material terms, monetary value and particulars of the contract or arrangement: Mr. Karan Adani has been appointed as a Chief Executive Officer of the Company w.e.f. January 1, 2016.


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Management Proposal

Approval of offer or invitation to

subscribe to Securities for an

amount not exceeding Rs

10,000 Crores

The Company proposes to have flexibility to infuse additional capital, to tap capital markets and to raise additional long term resources, if necessary in order to sustain rapid growth in the business, for business expansion and to improve the financial leveraging strength of the Company.

The proposed resolution seeks the enabling authorization of the membersto the Board of Directors to raise funds to the extent of Rs 10,000 Crores or itsequivalent in any one or more currencies, in one or more tranches, in such form, on such terms, in such manner, at such price and at such time as may be considered appropriate by the Board by way of issuance of equity shares of the Company and / or any instruments or securities including Global Depository Receipts (“GDRs”) and/or American Depository Receipts (“ADRs”) and/or convertible preference shares and/or convertible debentures (compulsorily and/or optionally, fully and/or partly) and/or non-convertible debentures (or other securities) with warrants, and/or warrants with a right exercisable by the warrant holder to exchange or convert such warrants with equity shares of the Company at a later date simultaneously with the issue of Foreign Currency Convertible Bonds (“FCCBs”) .




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9-Aug-16

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For For



Management Proposal

Approval of offer or invitation to

subscribe to Non-Convertible


basis

It is proposed to offer or invite subscriptions for redeemable secured/ unsecured non-convertible debentures including subordinated debentures, bonds, and/ or other debt securities, etc., on private placement basis, in one or more tranches, during the period of one year from the date of passing of the Special Resolution by the members, within the overall borrowing limits of the Company, as may be approved by the members from time to time, with authority to the Board to determine the terms and conditions, including the issue price of the debt securities, interest, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit.

Comments of equity research team:The resolution pertains to issue of NCDs, we recommend voting in favour.

Conclusion:

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

Management Proposal

Approval for increasing the

FIIs / FPIs limit to 49% of the paid-up equity share capital of the Company

To make more space for FIIs/FPIs to invest in the equity share capital of the Company, it is proposed to increase the present limit of FIIs/FPIs shareholding upto an aggregate limit of 49% of the paid up equity share capital of the Company.


We recommend voting in favour

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

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For For

Tata Motors Limited


Management Proposal


adopt(a) the Audited


Statement of the Company for the Financial Year


with the Reports of the Board of

Directors and theAuditors thereon;

and(b) the Audited Consolidated

Financial Statement of the Company for the Financial Year


with the Report of the Auditors

thereon



Net profit / loss Rs 234.23 crores as on 31st March, 2016 as compared to Rs (4,738.95) crores as on 31st March, 2015.

Consolidated:






Management Proposal


Ordinary Shares and ‘A’ Ordinary

Shares

We recommend voting in favour of the resolution for declaration of dividend on ordinary shares and ‘A’ ordinary shares for the financial year ended March 31st, 2016.

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9-Aug-16

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For For

For For

Tata Motors Limited


Management Proposal

To appoint a Director in place of Mr Ravindra Pisharody (DIN: 01875848), who

retiresby rotation and being eligible,

offers himself for re -appointment

Mr. Pisharody is a B. Tech (Elec.), PG Diploma in Management (Marketing), with wide and varied experience in business and the automobile industry. Mr Pisharody is the Executive Director (Commercial Vehicles) since June 21, 2012. He joined the Company in 2007 as Vice President, Sales and Marketing. He is responsible for the Commercial Vehicle Business Unit of the Company involvingproduct design and development, manufacturing, sales and marketing functions.

Mr Pisharody is an alumnus of IIT, Kharagpur and IIM, Kolkata. He actively participates as a Member of National Council of the Confederation of IndianIndustry and is currently the Vice President of Society of Indian Automobile Manufacturers (SIAM). Under his able leadership the Company has maintained a strong and innovative product pipeline, pioneered novel customer service initiatives and restructured network management bringing end-to-end accountability.



Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

Management Proposal

Ratification of Auditor’s

Appointment

The company proposes to ratify the appointment of Deloitte Haskins & Sells LLP, Chartered Accounts for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Appointment of Mr Guenter

Butschek as a Director

Mr Guenter Butschek was appointed as an Additional Director and the Chief Executive Officer and Managing Director (the “MD”) of the Company w.e.f. February 15, 2016 and was entrusted with the overall responsibility of Tata Motors’ operations in India and international markets (but excluding Jaguar Land Rover operations) which, inter alia, included South Korea, Thailand, Indonesia and South Africa. Mr Butschek, graduated in Business Administration and Economics with a diploma from the University of Cooperative Education Stuttgart, Germany.

Having joined the Airbus Group in March 2011, Mr Butschek’s last position in this Group was of the Chief Operating Officer wherein he was also a Member of the Group Executive Committee. He was also responsible for its global operations leading a team of 42,000 employees spread across 20 locations (engineering centers, production plants) in 8 countries /geographies and a global suppliernetwork.

He reshaped the industrial strategy, empowered operational units, implemented a global operating system, enhanced the end to- end supply chain performance and launched new aircraft types to structurally improve productivity and flexibility.

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For For

Tata Motors Limited


Mr Guenter Butschek was appointed as an Additional Director and the Chief Executive Officer and Managing Director (the “MD”) of the Company w.e.f. February 15, 2016 and was entrusted with the overall responsibility of Tata Motors’ operations in India and international markets (but excluding Jaguar Land Rover operations) which, inter alia, included South Korea, Thailand, Indonesia and South Africa. Mr Butschek, graduated in Business Administration and Economics with a diploma from the University of Cooperative Education Stuttgart, Germany.

Having joined the Airbus Group in March 2011, Mr Butschek’s last position in this Group was of the Chief Operating Officer wherein he was also a Member of the Group Executive Committee. He was also responsible for its global operations leading a team of 42,000 employees spread across 20 locations (engineering centers, production plants) in 8 countries /geographies and a global suppliernetwork.

He reshaped the industrial strategy, empowered operational units, implemented a global operating system, enhanced the end to- end supply chain performance and launched new aircraft types to structurally improve productivity and flexibility.

Management Proposal

Appointment of Mr Guenter

Butschek as the Chief Executive

Officer and Managing Director

Management Proposal

Re-appointment of Mr Ravindra

Pisharody – Executive Director

(Commercial Vehicles) and

payment of remuneration

Mr. Pisharody, is a B. Tech (Elec.), PG Diploma in Management (Marketing), with wide and varied experience in business and the automobile industry. Mr Pisharody is the Executive Director (Commercial Vehicles) since June 21, 2012. He joined the Company in 2007 as Vice President, Sales and Marketing. He is responsible for the Commercial Vehicle Business Unit of the Company involvingproduct design and development, manufacturing, sales and marketing functions.

Mr Pisharody is an alumnus of IIT, Kharagpur and IIM, Kolkata. He actively participates as a Member of National Council of the Confederation of IndianIndustry and is currently the Vice President of Society of Indian Automobile Manufacturers (SIAM). Under his able leadership the Company has maintained a strong and innovative product pipeline, pioneered novel customer service initiatives and restructured network management bringing end-to-end accountability.



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For For

Tata Motors Limited


Management Proposal

Re-appointment of Mr Satish Borwankar –

Executive Director (Quality)

and payment of remuneration

Mr Satish holds the qualification of B. Tech (Hons.) Mech, with wide experience in automobile industry, particularly in manufacturing and quality functions. It may be noted that in view of the fi nancial performance of the Company on a standalone basis for the past few years, the Company had signifi cantly reduced the variable portion of the remuneration, viz. incentive remuneration.Mr Borwankar is the Executive Director (Quality) since June 21, 2012 and is responsible for the quality function for the Company for both commercial and passenger vehicles. Having started his career with the Company in 1974, as a Graduate Engineer Trainee, he has worked in various executive positions, for overseeing and implementing product development, manufacturing operationsand quality control initiatives of the commercial vehicle business unit of the Company. He has played a significant role in setting up Greenfield projects of the Company.


The remuneration proposed is Rs 4,75,000/- per month; upto a maximum ofRs 7,00,000/- per month. He shall also be entitled to other perquisites in addition to the said remuneration.


Management Proposal

Payment of Remuneration to the Cost Auditor

The Board had on May 27, 2016, approved the appointment and remunerationof M/s Mani & Co., the Cost Auditors (ICAI Firm Registration No 000004) to conduct the audit of the Cost records maintained by the Company, pertaining to the relevant products prescribed under the aforesaid Rules, for the Financial Year ending March 31, 2017 at a remuneration of Rs 5,00,000/- plus service tax, out-of-pocket, travelling and living expenses.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013.

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9-Aug-16

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11-Aug-16 For For

Tata Motors Limited


Management Proposal

Offer or invite for Subscription of

Non-Convertible Debentures on


The Non-Convertible Debentures (“NCDs”) issued on private placement basis is one of the cost effective sources of long term borrowings raised by the Company. The Company had obtained the approval of the Members vide Postal Ballot on June 27, 2014 to borrow from time to time any sum(s) of monies which, together with monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s Bankers in the ordinary course of business) upto an amount not exceeding €30,000 crores. The borrowings of the Company as at March 31, 2016 aggregate approximately Rs 15,887.25 crores, of which outstanding NCDs aggregate to Rs 5,550 crores. The Company’s Net Debt-Equity ratio (on stand-alone basis) as at March 31, 2016 is 0.61:1.


We recommend voting in favour


Colgate (Palmolive) India Limited


Management Proposal


statements including balance sheet as at March 31, 2016 and the

statement of profit or loss for the year ended

and the reports of the Directors /

Auditors


The Company has incurred total expenses of Rs 3,342, 40.15 lakhs as on 31st March, 2016 as compared to Rs 3, 234, 72.69 lakhs as on 31st March, 2015.

Net profit Rs 576, 51.08 lakhs as on 31st March, 2016 as compared to Rs 558, 98.39 lakhs as on 31st March, 2015.



2

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For For



Management Proposal

Appointment of Director by rotation- Mr Niket Ghate

(DIN: 00001925)

Mr Niket Ghate joined the company as Vice- President Legal and Company Secretary, effective from August 8, 2011. He heads the Legal and secretarial function of the company. He holds the qualification of LLB from University of Nagpur and is also a member of the Institute of Company Secretaries of India and the Institute of Chartered Secretaries and Administrators of United Kingdom.




Management Proposal


Auditors – PriceWaterhouse,

Chartered Accountants

The company proposes to appoint M/s PriceWaterhouse, Chartered Accountants as statutory auditors of the company for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year subject to ratification every year. Keeping in view of the above, we may vote for the same.

2

For For

11-Aug-16 For For

For For We recommend voting in favour of declaration of dividend on equity shares.



Management Proposal

Keeping and maintenance of

register and records at the premise of the

new Registrar and Transfer Agents

Pursuant resolution passed at the annual general meeting held on July 17, 2009 the members of the company had approved keeping the Register of Members, Indices of Members, copies of Annual Returns prepared by the Company under Section 159 of the Companies Act, 1956 together with copies of Annual returns prepared pursuant to the relevant provisions of the Companies Act at the then Registrar and Transfer Agent M/s Sharepro Services (India) Private Limited.

Effective April 1, 2016 the company has appointed Messers Link Intime India Private Limited who shall maintain the registers at the office:

Messers Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S Marg , Bhandup (West), Mumbai 400 078.


Page Industries Limited


Management Proposal

Adoption of financial statement

The Company has earned total revenue of Rs 17,896,665,386 as on 31st March, 2016 as compared to Rs 15,516,311,975 as on 31st March, 2015.

The Company has incurred total expenses of Rs 14,453,907,214 as on 31st March, 2016 as compared to Rs 12,583,212,756 as on 31st March, 2015.

Net profit Rs 2,326,565,397 as on 31st March, 2016 as compared to Rs 1,960,244,074 as on 31st March, 2015.



Management Proposal


equity shares

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11-Aug-16

For For

For For

For For



Management Proposal


place of Mr. Pius Thomas [DIN: 06375352] who


eligible, offers himself for re- appointment

Mr Pius Thomas was appointed on the Board w.e.f 13th September, 2012. He has over Three decades of experience in finance, accounts, costing and taxation. He holds the qualification of M.Com, FCMA and MBA.




Management Proposal

To appoint a Director in the place of Mr.

Shamir Genomal [DIN: 00871383]


eligible, offers himself for

reappointment

Shri Shamir was appointed on the Board w.e.f 15th November, 1994. He holds the qualification of M.Tech. He has over three decades of experience in various facets of textile industry.

He has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other company.



Management Proposal


M/s. S R Batliboi & Associates LLP (ICAI Firm Registration No: 101049W / E300004), Chartered Accountants, be and are hereby appointed as the auditors of the Company, to hold office from the conclusion of this AGM (21st AGM)to the conclusion of the sixth consecutive AGM (26th AGM) (subject to ratification of the appointment by the members at every AGM.


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11-Aug-16

For For

For For



Management Proposal

Re-appointment of Mr. Sunder

Genomal [DIN: 00109720] as

Managing Director

Mr Sunder was appointed on the Board w.e.f 1st June, 2014. He holds the qualification of BBA from Babson College, Massachusetts. He has over a decade of experience in various facets of textile industry.

During the tenure of five years of Mr. Sunder as Managing Director (i.e. 2011-2016) the revenue of the Company has grown at a Compounded Annual Growth Rate (CAGR) of 21% and the net profit has increased at a CAGR of 26%.Under his governance, the Company has attained industry leadership position.

At the 15th AGM held on 30th July, 2010, the Members approved his appointment as Managing Director of the Company for a period of five years from 1st August 2011 and accordingly his tenure expires on 31st July, 2016.

The remuneration proposed is basic salary of Rs 7,50,000 p.m. H e shall also be entitled to other perquisites in addition to the said salary.

He has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other public limited company.


Management Proposal

Remuneration under Section 197(1) of the

Companies Act, 2013

Section 197(1)(ii) of the Companies Act, 2013 authorizes the payment of remuneration to a Director, who is neither a Whole-time Director nor a Managing Director of a Company, if the Company authorizes such payment by a Special Resolution. In view of the increased activities of the Company and the responsibilities of Non- Executive Directors/Independent Directors under SEBI (LODR) Regulation 2015 as well as under the Companies Act, 2013, it is proposed to pay remuneration amounting not exceeding Rs. 6.00 million, (excluding sitting fees) subject to the limit prescribed in the Companies Act, 2013, to be paid to and distributed amongst the Directors of the Company or some or any of them (other than Managing Director / Whole time Directors). The said remuneration shall be payable for the year 2016-17 after the annual accounts are approved by the Board of Directors and adopted by the shareholders.


2

10-Aug-16 Thermax Limite For For

For For We recommend in favour of declaration of dividend for the financial year 2015-16.


Management Proposal

Adoption of Audited Financial

Statements (Standalone and

Consolidated) for the year ended

March 31, 2016 together with the

reports of the Auditors and

Board of Directors thereon.

The Company has earned total revenue of Rs 4,461.63 crores as on 31st March, 2016 as compared to Rs 4,719.33 crores as on 31st March, 2015. The Company has incurred total expenses of Rs 4,024.72 crores as on 31st March, 2016 as compared to Rs 4,222.29 crores as on 31st March, 2015.Net profit Rs 305.52 crores as on 31st March, 2016 as compared to Rs 335.94 crores as on 31st March, 2015.

Consolidated:



Net profit Rs 275.36 crores as on 31st March, 2016 as compared to Rs 209.77 crores as on 31st March, 2015.The Audit report draws emphasis on a matter in the financial statement of the company relating to demand order on the company for Rs 1324.51 crores (including penalty of Rs 319.16 crores) by the Commissioner of Excise, Pune. The demand is in relation to the excise duty for the period July 2000 to March 2015 and the show cause notice for the period April 2015 to September 2015 after inclusion of cost of components directly supplied by the company’s vendor to the company’s customer for turnkey contracts executed by the company. The company has filed an appeal relating to the sais order. Based on advice of external legal counsel, no provision has been considered necessary by the company in this regard as also for similar liability for the subsequent period till March 31, 2016.


We may vote in favour of the same.Management Proposal



2

10-Aug-16 Thermax Limite

For For

For For

For For


Management Proposal

Re-appointment of Mr. M. S.

Unnikrishnan as a Director of the

Company

Mr. M.S. Unnikrishnan, is the Managing Director & CEO of the Company since July 1, 2007. His current term as Managing Director & CEO is from July 1, 2012 to June 30, 2017. Mr. Unnikrishnan began his career with Thermax after graduating in Mechanical engineering from VNIT, Nagpur in 1982. He is a graduate in Advanced Management Programme from the Harvard Business School, USA. He worked with the EID-Parry group for 5 years as the Head of its Engineering business and with Terrazzo Inc, U.A.E from 1992 to 1997 as its Assistant General Manager.

He rejoined Thermax as General Manager in 1997. Since then, he has headed the Waste Management and Absorption Cooling divisions of Thermax. In 2000, he became a member of the newly formed Executive Council. He has also led the human resources function of the Company and spearheaded the transformation initiative of the Company.




Appointment of M/s. B.K. Khare

& Co. as Statutory Auditors.

The Company proposes to appoint M/s B K Khare & Co. as statutory auditors for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Ratification of Appointment of SRBC & Co, as Joint Statutory

Auditors.

The company proposes to ratify the appointment of SRBC & Co, as Joint Statutory Auditors for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2


For For

For For

For For


Approval of remuneration to M/s. Dhananjay

V. Joshi & Associates, the


2016-17

M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune have been appointed as the Cost Auditors of the Company for the financial year 2016-17 by the Board of Directors at its meeting held on May 25, 2016. It is proposed to pay Rs. 8,00,000/- plus applicable taxes and reimbursement of actual out of pocket expenses as the remuneration to the Cost Auditors for the FY 2016-17. They were also the Cost Auditors of the Company for financial year 2015-16.


Approval for keeping &

maintaining Register of

Members and other registers /returns at the

Corporate Office of the Company

The Company maintains all Registers, Records and Returns at its Registered Office situated at D-13, MIDC Industrial Area, Chinchwad, Pune - 411019, India. The Corporate Office which houses the central support functions like Finance, Secretarial is situated at Thermax House, 14, Mumbai-Pune Road, Wakdewadi, Pune - 411 003.

In view of ease of maintaining the Registers, Records and Returns and to provide easy access to the members/other stakeholders, it is proposed to keep the Registers, Records and Returns at the Corporate Office of the Company.


Approval to grant/extend

benefits to the employees of the Company under

‘Welfare scheme’

The Company had inter alia set up forty eight staff welfare trusts for providing housing loans, medical, educational aid and other welfare objects and purposes which are conducive to or beneficial to the identified employees of the Company and their dependents as per the Welfare Trusts. At present, these Trusts collectively hold 36,35,190 equity shares (aggregating to 3.05% of the total paid-up share capital) of Rs. 2/- each.

The Company is currently extending mainly housing loans, medical and education aid to the employees of the Company as per scheme of the respective Trusts.Since the proposal is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

2


For For


Approval to grant/extend

benefits to the employees of the Company under

‘ESOP & Welfare Trust’

The shareholders of the Company had approved issuance of upto 5% of Equity under the Securities and Exchange Board of India (Employee Stock Option Schemes and Employee Stock Purchase Schemes) Guidelines, 1999 (hereinafter referred as “ESOP Guidelines”), to the Thermax Employees Stock Option Plan (ESOP) Trust and resolution u/s Section 81(1A) under the Companies Act, 1956, was passed at the 20th Annual General Meeting held on September 5, 2001 and consequently 5,81,250 shares of Rs. 10/- each were allotted at a premium of Rs. 66.25 per share. The Company consequently had set up a trust for Thermax Employees Stock Option Plan (ESOP), in March 2002 (“Trust”). This Trust was created by way of initial contribution of Rs. 10,000/- by the Settlor (i.e. Thermax Ltd., the Company), to the Trustees. The Shareholders at the said meeting had approved such allotment of the shares on preferential basis to the Trust.

The Company had extended a loan of Rs. 4,43,20,312/- during the financial year 1995-96 to the Trust to acquire these shares through preferential allotment made by the Company and the loan was eventually repaid by the Trust from the dividend received by the Trust, from the Company. Consequent upon sub-division, the Trust now holds 29,06,250 equity shares (aggregating to 2.44% of the total paid-up share capital) of Rs. 2/- each.


2

11-Aug-16 For ForThe Great Eastern Shipping Company Limited


Management Proposal

Adoption of audited

standalone and consolidated


financial year ended March 31, 2016, the reports of the Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 2295.30 crore as on 31st March, 2016 as compared to Rs 2012.69 crore as on 31st March, 2015.

The Company has incurred total expenses of Rs 1142.17 crore as on 31st March, 2016 as compared to Rs 1171.76 crore as on 31st March, 2015.

Net profit Rs 609.90 crore as on 31st March, 2016 as compared to Rs 317.30 crore as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 4078.51 crore as on 31st March, 2016 as compared to Rs 3713.53 crore as on 31st March, 2015.

The Company has incurred total expenses of Rs 1808.94 crore as on 31st March, 2016 as compared to Rs 2004.79 crore as on 31st March, 2015.

Net profit Rs 1039.40 crore as on 31st March, 2016 as compared to Rs 748.24 crore as on 31st March, 2015.



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For For

For For

The Great Eastern Shipping Company Limited


Management Proposal

Re-appointment of Mr. Tapas Icot as Director of the Company liable


Mr Tapas is currently the Executive Director and President (Shipping) of the Company. He joined the Company in 1991 as a Manager in the Claims Department and thereafter has been instrumental in key roles including creating a Strategic Planning Cell and heading the Commercial function of the Company. He was appointed as an Executive Director on the Board of the Company on August 12, 2014.

He is a Commerce Graduate with a Post Graduate Diploma in Management Studies and Masters in Financial Management from Mumbai University. He is an Associate of the Insurance Institute of India and a Fellow of the Indian Council of Arbitration.

He started his career with United India Insurance Co. Ltd. before moving into the shipping industry. He has had stints with India Steamship and Essar Shipping before joining the Company.




Management Proposal


M/s. Kalyaniwalla &

Mistry, Chartered Accountants, Mumbai as


The company proposes to ratify the appointment of M/s Kalyaniwalla & Mistry, Chartered Accountants, Mumbai as Auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2

11-Aug-16

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11-Aug-16 For For

For For

The Great Eastern Shipping Company Limited


Management Proposal

Issue of secured/unsecure

d redeemable non–convertible

debentures aggregating upto Rs 1,500 crores.

In order to augment long term resources for financing, inter alia, the ongoing capital expenditure and for general corporate purposes, the Company proposes to offer or invite subscription for secured / unsecured redeemable non -convertible debentures, in one or more series / tranches on private placement, issuable / redeemable at par aggregating upto Rs 1,500 crores.


With respect to the resolution relating to raising of funds via secured/unsecured NCDs up to Rs. 1500 crs, we recommend voting in favor.

Conclusion:Since the proposal is in conformity with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

VST Industries Limited


Management Proposal


Financial Statements of the Company for the year ended 31st

March, 2016, and the Reports of the


Auditors.

The Company has earned total revenue of Rs 90334.68 lakhs as on 31st March, 2016 as compared to Rs 85424.53 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 67676.81 lakhs as on 31st March, 2016 as compared to Rs 62548.62 lakhs as on 31st March, 2015.

Net profit Rs 15311.22 lakhs as on 31st March, 2016 as compared to Rs 15220.79 lakhs as on 31st March, 2015.



Management Proposal

To declare a Dividend on the

Equity Shares for the year ended

31st March, 2016.

We recommend voting in favour of declaration of dividend on equity shares for the year ended 31st March, 2016.

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11-Aug-16

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For For



Management Proposal


of Mr. Devraj Lahiri (DIN:


and being eligible, offers himself for re-appointment.

The Members at their meeting held on 12th July, 2012 approved the appointment of Mr. Devraj Lahiri as Whole-time Director of the Company to hold office as such from 1st August, 2011 to 31st July, 2016.

He is a Commerce Graduate from St. Xavier's College, Kolkata and Masters in Business Administration from Indian Institute of Social Welfare and Business Management, Kolkata. He joined the Company in the year 2001 and has made significant contributions during his association with the Company. He was elevated to the level of Marketing Head and was appointed as Whole-time Director of the Company with effect from 1st August, 2011.




Management Proposal

Appointment of Auditor

The company proposes to appoint Messrs. BSR & Associates LLP, Chartered Accountants, having ICAI Firm Registration Number 116231W/W-100024 be and are hereby appointed as the Statutory Auditors of the Company, in place of the retiring Auditors Messrs. Lovelock & Lewes, Chartered Accountants having ICAI Firm Registration Number 301056E to hold office from the conclusion of this 85th Annual General Meeting till conclusion of the 90th Annual General Meeting.


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11-Aug-16

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11-Aug-16 MRF LimitedAnnual General Meeting For For



Management Proposal

Appointment of Mr. Devraj Lahiri (DIN:03588071)

as Deputy Managing

Director of the Company, being a director liable to retire by rotation

Shri Devraj Lahiri's period of office is due to expire on 31st July, 2016. The Board of Directors of the Company at its meeting held on 20th April, 2016 on the recommendation of Nomination & Remuneration Committee approved his appointment as Deputy Managing Director of the Company, with effect from 1st July, 2016 to 27th November, 2017.

The remuneration payable shall be Consolidated Salary At the rate of Rs 4,00,715 per month subject to such increases as the Board may determine in the consolidated salary during the tenure of office as Deputy Managing Director, Other Allowance: Rs 1,00,000 per month and he shall also be entitled to other perquisites in addition to the said salary.


Management Proposal

To adopt the audited financial statements of the Company for the 18 months period

ended 31st March, 2016 and the Reports of the


Auditors thereon and the


statements of the Company for the 18 months period

ended 31st March,2016.

The Company has earned total revenue of Rs 20428.87 crores as on 31st March, 2016 as compared to Rs 13263.20 crores as on 30th September, 2014.

The Company has incurred total expenses of Rs 17018.60 crores as on 31st March, 2016 as compared to Rs 11924.31 crores as on 30th September, 2014.

Net profit Rs 2327.72 crores as on 31st March, 2016 as compared to Rs 897.89 crores as on 30th September, 2014.

Consolidated:

The Company has earned total revenue of Rs 20729.01 crores as on 31st March, 2016 as compared to Rs 13396.19 crores as on 30th September, 2014.

The Company has incurred total expenses of Rs 17266.04 crores as on 31st March, 2016 as compared to Rs 12043.10 crores as on 30th September, 2014.

Net profit Rs 2366.00 crores as on 31st March, 2016 as compared to Rs 908.32 crores as on 30th September, 2014.



2

11-Aug-16 MRF LimitedAnnual General Meeting

For For

For For

For For

For For

Management Proposal

To declare a final dividend on

equity shares.

We recommend voting in favour of declaration of final dividend on equity shares for the financial year ended March 31, 2016.

Management Proposal


of Mr. Rahul Mammen

Mappillai who retires by rotation

and being eligible, offers himself for re-appointment

Mr. Rahul Mammen Mappillai holds B.A. (Hons) Economics degree from St Stephen’s College, Delhi and a Masters degree in Business Administration (MBA) from the University of Michigan Business School,Ann Arbor,USA.

He joined the Company as Corporate ManagerPlanning and Development in 2003 and was subsequently promoted as General Manager - Planning and Development in 2005. He became Vice - President - Planning and Development in 2008. He has varied experience in all major departments such as Corporate Planning, Manufacturing, Finance, Logistics and Engineering. He is currently overseeing the Finance, Engineering and Corporate Planning Departments.




Management Proposal

To appoint Messrs. SCA

AND ASSOCIATES as

Joint Statutory Auditors of the

Company and fix their

remuneration.

The company proposes to appoint Messers SCA and Associates as Joint Statutory Auditors of the company for a period of five years subject to ratification of members at every annual general meeting. Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

Management Proposal

To re-appoint Messrs. Sastri &

Shah as Joint Statutory

Auditors of the Company and fix

their remuneration.

The company proposes to re-appoint Messers Sastri & Shah as Joint Statutory Auditors of the company for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting along with Messrs. SCA AND ASSOCIATES.


2

11-Aug-16 MRF LimitedAnnual General Meeting

For For

For For

For For

Management Proposal

To appoint Dr.(Mrs) Cibi

Mammen as a director liable to retire by rotation.

Dr.(Mrs) Cibi Mammen is a Bachelor in Dental Surgery from Dr. MGR University, Chennai. She did her early schooling in Chennai, New Zealand and Bahrain. She is a Director in a number of Public and Private Companies. She has good experience in administrative and management skills. She has moderated forums in the spouses wing of the Young Presidents’ Organisation. She is a member of Indian Women’s Association (IWA). She holds the qualification of BDS.

On the recommendation of the Nomination and Remuneration Committee, Dr.(Mrs) Cibi Mammen (DIN 00287146) was appointed as an Additional Director of the Company, with effect from 12th February, 2015.

The Director has around 75% attendance in Board Meetings and has also attended the previous annual general meeting. She holds directorships in 2 other companies.


Management Proposal

To appoint Mrs. Ambika Mammen

as a director liable to retire by

rotation

Mrs. Ambika Mammen is a Commerce Graduate. She graduated with honors from Kolkatta University. She did her schooling in Loreto House, Kolkatta. She is a Director in a number of Public and Private Companies. She has rich experience in administrative and management skills. She is associated with various social associations and involved in social activities. She holds the qualification of B.Com.

On the recommendation of the Nomination and Remuneration Committee, Mrs. Ambika Mammen (DIN 00287074) was appointed as an Additional Director of the Company, with effect from 23rd April, 2015.

The Director has around 60% attendance in Board Meetings and has also attended the previous annual general meeting. She holds directorship in 2 other companies.


Management Proposal

To ratify the remuneration

payable to Mr. C Govindan Kutty, Cost Auditor of the Company

The company proposes to ratify the remuneration payable to Mr C Govindan Kutty, Cost Auditor of the company for the financial year ending 31st March, 2017 on a remuneration of Rs 5,85,000/-


2

11-Aug-16 For For

For For We recommend voting in favor of declaration of dividend for the financial year 2015-2016.

For For

BASF India Limited


Management Proposal

Adoption of Audited Financial

Statements, Directors’ Report

& Auditors’ Report for the financial year

ended 31st March, 2016.



Net profit / loss Rs 44.5 million as on 31st March, 2016 as compared to Rs (669.0) million as on 31st March, 2015.

The Auditors Reports dated May 3, 2016 on the financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of dividend for the financial year 2015-2016.

Management Proposal

Re-appointment of Dr. Rainer Diercks (DIN: 01725080) as Director, who

retires by rotation.

Dr. Rainer Diercks (DIN: 01725080) was appointed as a Director of the Company on 23rd January, 2006 in the casual vacancy caused by the resignation of Dr. E. Baumgartmer. He has studied Chemistry at the Universities of Hamburg and Berkeley. He has over 25 years of experience in the BASF Group. He was appointed as President, Inorganics Division in 2001 and thereafter President, Chemicals Research & Engineering Division in 2004.

In 2007, he was appointed as Member of Board of DECHEMA e.V, Frankfurt. Since 2010, he is the President of Petrochemicals Division of BASF

The Director has attended 1 Board Meeting out of the 7 Board held during the financial year under review. Mr Rajesh Naik (director alternate to Dr Rainer w.e.f August 1, 2015) has attended 6 meetings out of the 7 meetings held during the financial year under review. He does not hold directorship in any other company.



2

11-Aug-16

For For

For For

BASF India Limited


Management Proposal


M/s. B S R & Co. LLP (Registration No. 101248W/W-

100022), as Statutory

Auditors of the Company and to

fix their remuneration for the financial year

ending 31st March, 2017.

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


Management Proposal


payable to Cost Auditor, M/s. R. Nanabhoy & Co.

(Firm Registration No. 000010), for the financial year ending 31st

March, 2017.

The company proposes to ratify the remuneration payable to Cost Auditor M/s R Nanabhoy & Co., for the financial year ending 31st March, 2017.


2

11-Aug-16

For For

For For

BASF India Limited


Management Proposal

Approval of the annual limit for

transactions with BASF Hongkong

Limited, a material related

party for a period of 5 years.

BASF Hongkong Limited is a “Related Party” within the meaning of Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. BASF SE, Germany is the ultimate holding Company of all BASF Companies worldwide. BASF SE along with its affiliates viz., BASF Schweiz AG and BASF Construction Solutions GmbH (“Promoter Group”) holds 73.33% of the voting capital of the Company.

The transactions of the Company with the Material Related Party is likely to exceed 10% of the annual turnover of the Company in each financial year.

Nature of relationship: BASF Hongkong Limited is an affiliate Company of the Company. BASF SE is the ultimate holding Company of all BASF Companies worldwide.


We vote in favor of BASF India entering into transactions with BASF Hong Kong Limited.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013, and taking into consideration, the recommendation of equity search team, we may vote in favour of the same.

Management Proposal

Keeping Register and Index of

Members, copies of Annual

Returns and other documents at the

office of the Company’s

Registrar & Share Transfer Agent, TSR Darashaw

Limited.

The Company has appointed TSR Darashaw Limited as its Registrar and Share Transfer Agent in place of Sharepro Services (India) Private Limited with effect from 15th June, 2016 to carry out the duties, functions and obligations of the share department of the Company and to perform all matters, deeds, acts, incidental /ancillary thereto.

It is proposed keep, maintain and preserve the Register and Index of Members under Section 88 of the Act, copies of Annual Returns prepared under Section 92 of the Act together with copies of certificates and documents required to be annexed thereto; at the office of the Company’s Registrar and Share Transfer Agent (R&T Agent), TSR Darashaw Limited at 6-10, H. M. Patrawala Industrial Estate, Near Famous Studio, 20, Dr. E. Moses Road, Mahalaxmi (West), Mumbai – 400 011 instead of being kept at the Registered Office of the Company with effect from 15th June, 2016 or at such other place within Mumbai, where the R&T Agent may shift its office from time to time.


2

10-Aug-16 For For

For For

Mahindra and Mahindra Limited


Management Proposal


adopt the Audited Financial Statement (including Audited


Statement) of the Company for the Financial Year



Auditors thereon.

The Company has earned total revenue of Rs 41,739.83 Crores as on 31st March, 2016 as compared to Rs 39,293.77 crores as on 31st March, 2015.



Consolidated:




The Auditors Reports dated, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


Ordinary (Equity) Shares.

We recommend voting in favour of declaration of dividend on ordinary(equity ) shares for the financial year 2015-2016

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For For



Management Proposal

Re-appointment of Mr. S. B.

Mainak (DIN: 02531129) as a Director, who



Mr. S. B. Mainak, (DIN: 02531129), Non-Independent Director, Nominee of Life Insurance Corporation of India (LIC) on the Board of the Company.

Mr. Mainak is qualified Chartered Accountant, he joined LIC as a Direct Recruit Officer in 1983 and retired as its Managing Director with effect from 1st March, 2016. During his long tenure at LIC, he acquired wide range of experience in several functions spanning Investments, Finance & Accounts and Marketing and held various positions including Senior/Branch Manager, Divisional Manager of Pension & Group Superannuation and in various capacities in the Investment Department.

He is the Non-Executive Chairman of Credit Analysis and Research Limited and on the Board of ITC Limited (a listed Company), representing LIC. He was appointed as the Additional Director of the Company with effect from 13th November, 2013, and as a Director liable to retire by rotation, at the Sixty-Eight Annual General Meeting held on 8th August 2014.




Management Proposal

Ratification of appointment of Messrs Deloitte Haskins & Sells,

Chartered Accountants, (ICAI Firm Registration

Number 117364W) as


The company proposes to ratify the appointment of Messers Deloitte Haskins & Sells, Chartered Accountants as Auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


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For For



Management Proposal


payable to Messrs D. C. Dave &

Co., Cost Accountants,

(FirmRegistration

Number 000611), appointed as the Cost Auditors of

the Company.

The company proposes to ratify the remuneration payable to Messers D C Dave & Co., Cost Accountants appointed as Cost Auditors of the company for conducting the audit of the cost records of the Company, for the Financial Year ending 31st March, 2017 at a remuneration of Rs. 7, 50, 000.


Management Proposal

Borrow by way of securities,

including but not limited to,

secured/unsecured redeemable

Non-Convertible Debentures

and/or Commercial

Paper to be issued under Private

Placement basis upto Rs. 5,000

crores.

In order to augment resources for, inter alia, the ongoing capital expenditure, long term working capital /short term working capital and for general corporate purposes, the Company may offer or invite subscription for securities including but not limited to secured/unsecured redeemable Non-Convertible Debentures and /or Commercial Paper, in one or more series/tranches on private placement basis, in Domestic and/or International market, issuable/redeemable at discount /par /premium.

The Company seeks to pass an enabling resolution to borrow funds from time to time by offer of securities, including but not limited to, Non-Convertible Debentures and/or Commercial Paper for an amount not exceeding Rs. 5,000 crores (Rupees Five Thousand Crores only), at a discount or at par or at a premium and at such interest as may be appropriate considering the prevailing money market conditions at the time of the borrowing but not exceeding 10% p.a.


We recommend voting in favour.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team; we may vote in favour of the same.

2

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For For



Management Proposal

Approval for change in the

place of keeping the Registers and

Index of Members, Debenture

Holders and other security holders, if any, and copies

of Annual Returns of the

Company.

The Company had appointed M/s. Sharepro Services (India) Private Limited (hereinafter referred to as Sharepro) as its Registrar and Transfer Agent (hereinafter referred to as R&T) in the year 2003.The Securities and Exchange Board of India (SEBI) had vide its Ex-Parte Ad Interim Order No. WTM /RKA /MIRSD2/41/2016 dated 22nd March, 2016 inter alia advised clients of Sharepro to carry out/switchover their activities related to registrar to an issue and share transfer agent, either in-house or through another registrar to an issue and share transfer agent registered with SEBI.

Accordingly, the Company, has approved the appointment of Karvy Computershare Private Limited (Karvy) having its Office at Karvy Selenium Tower B, Plot Number 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana – 500032, as the new R&T of the Company in place of Sharepro with effect from 13th June, 2016.

It is proposed that the Register of Members together with the Index of Members, the Register of Debenture Holders and other security holders, if any, together with the Index of Debenture Holders and other security holders, if any, under section 88 of the Act, and copies of the Annual Return under section 92 of the Act be kept at the Office premises of the Company's new R&T viz. Karvy at 24 B, Rajabahadur Mansion, Ground Floor, Ambalal Doshi Marg, Mumbai, Maharashtra 400023 and/or at such places within Mumbai where Karvy may have their office from time to time and/or at the Registered Office of the Company at Gateway Building, Apollo Bunder, Mumbai – 400 001 and/or at the Company’sCorporate Office at Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai–400 018.


2

11-Aug-16 For For

For For

For For

Gujarat Pipavav Limited


Management Proposal


adopt:a) the audited

standalone financial

statement of the company for the

financial year ended March 31, 2016 along with

reports of the Board of

Directors and auditors thereon




The Auditors Reports dated May 25, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To consider and adopt: the audited


statement of the company for the

year ended March 31, 2016, along

with the report of the auditors

thereon






Management Proposal


equity shares for the financial year ended March 31,

2016

We recommend voting in favour of declaration of dividend on equity shares for the financial year ended March 31, 2016.

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11-Aug-16

For For

For For

For For



Management Proposal


of Mr Julian Bevis (DIN:

0146000) , who retires by rotation

Shri Julian was appointed on the Board w.e.f July 25, 2014. He holds the qualification of Masters from Oxford University and has expertise in the specific functional area of business management.




Management Proposal


of Mr Rizwan Soomer(DIN:

02398970) , who retires by rotation

Shri Rizwan was appointed on the Board w.e.f December 24, 2014. He holds the qualification of Management from Chicago Booth School of Business and Diploma from Institute of Chartered Ship Brokers, London. He has expertise in the specific functional area of business management.

The Director has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He does not hold directorship in any other company.

The Directot is liable to retire by rotation and being eligible offers himself for re-appointment.


Management Proposal

To ratify the appointment of

Price Waterhouse ,


LLP as Statutory Auditors of the

company

The company proposes to ratify the appointment of Price Waterhouse, Chartered Accountants, LLP as statutory auditors for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2

11-Aug-16

For For

For For



Management Proposal

To approve the related party

transaction with Maersk Line A/S

in terms of Regulation 23(8) of SEBI (Listing Obligations and

Disclosure Requirement)

Regulations, 2015 for the period

from October 1, 2014 to March

31, 2017

The Company is engaged in operating and maintaining an all-weather Port at Pipavav, District Amreli, in the State of Gujarat, having multi-cargo and multi-user operations. The Company’s Port is one of the principal gateways on the West Coast of India and provides access to shipping lines through international routes as well as for the cargo belt in North and North-West Region of India. In its normal course of business, the Company has entered into transactions with Maersk Line A/S (Related Party to the Company in terms of the Listing Regulations) for providing port services and operations.

Further disclosure in connection with the related party transaction / contract:Name of the related party: Maersk Line A/S (including A P Moller – Maersk A/S and its affiliates).

Nature of relationship: Group Company, a Related Party as per revised Regulation 23 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

Nature of Contract/ Transaction: Rendering of Services related to port operations. These transactions are in the ordinary course of business


We recommend voting in favour of the related party transaction with Maersk Line A/S.


Management Proposal

To approve the payment of

Commission to Independent

Directors of the Company

The approval of the members is sought in accordance with provisions of Section 197 of the Companies Act, 2013, for payment of remuneration by way of commission to the Independent Directors of the Company, on annual basis, upto 1% of the Net profit of the Company as calculated as per the provisions of Section 198 of the Companies Act, 2013 but not exceeding Rs. 15,000,000 during the year 2016-17 and Rs. 7,500,000 per annum for subsequent years upto Financial year 2020-21.


2

12-Aug-16 For For

For For

For For

Apollo Hospitals Enterprises Limited


Management Proposal





Statements) for the financial year


Directors and Auditors thereon




Consolidated:


The Company has incurred total expenses of Rs 57,250.69 million as on 31st March, 2016 as compared to Rs 7,142.85 crores as on 31st March, 2015.




Management Proposal

Confirmation of interim dividend

We recommend voting in favour of confirmation of interim dividend for the financial year ended March 31, 2016.s

Management Proposal

Appointment of Smt Shobana Kamineni as


Smt Shobana was appointed on the Board w.e.f February 1, 2010. She holds the qualification of B.A (Eco), Accelerated Hospital Management, Columbia University and has expertise in the field of strategy and has comprehensive knowledge of the healthcare universe.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorships in 9 other public companies.



2

12-Aug-16

For For

For For

For For



Management Proposal


The company proposes to appoint M/s S Vishwanath, LLP, Chartered Accountants as statutory auditors of the company for a period of one year commencing from the conclusion of the Annual General Meeting until the conclusion of the ensuing annual general meeting on a remuneration of Rs 4.36 million.


Management Proposal

Revision in borrowing limits of the company

upto a sum of Rs 35,000 million

The total borrowings from banks and financial institutions including unsecured loans were Rs 22,930.37 million as on March 31, 2016. Keeping in view the expansion plans and the consequent need for availing financial assistance for funding the same, it is proposed to increase the borrowing limit of the company upto a maximum of Rs 35,000 million.


With respect to the resolutions relating to revision in the borrowing limits of the company up to a sum of Rs. 3500 crs, for mortgaging the assets of the company to the lenders for such a sum.


Management Proposal

Mortgaging the assets of the company in favour of financial

institutions, banks and other lenders for securing their loan upto a sum

of Rs 35,000 million

The company proposes to avail financial assistance from various banks, financial institutions, export credit agencies or multilateral financial institutions to finance the expansion of hospital projects. In order to secure the loan amounts sanctioned by the lenders it shall be necessary to mortgage/ hypothecate/create charge on all immoveable and moveable properties in their favour for availing the financial assistance from them.


2

12-Aug-16

For For

For For

12-Aug-16 For For



Management Proposal

Offer/ Invitation to subscribe to

Non- Convertible debentures on


In order to augment long term resources for financing, interalia ongoing capital expenditure, expansion activities of the company and for general corporate purposes the Board of the company may offer/ invite subscription for secured/unsecured non-convertible debentures in one or more tranches on private placement basis for a sum aggregating upto Rs 5 million within the overall proposed enhanced borrowing limit of Rs 35,000 million.


For issue of NCDs for such a sum, we recommend voting in favor.


Management Proposal

To approve the remuneration of the cost auditors for the financial


The company has proposed re-appointment of M/s Raman & Associates, Cost Accountants to conduct the audit records for the financial year ended March 31, 2017 on a remuneration of Rs 1.50 million.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote

Tata Steel Limited


Management Proposal

Consider and adopt Audited


Statements for the Financial Year

ended March 31, 2016 and the








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Tata Steel Limited


Management Proposal

Consider and adopt Audited Consolidated


FinancialYear ended

March 31, 2016 and the Report of

the Auditors thereon

The Company has earned total revenue of Rs 1,21,077.25 crores as on 31st March, 2016 as compared to Rs 1,40,299.91 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 1,18,776.42 crores as on 31st March, 2016 as compared to Rs 1,37,759.33 crores as on 31st March, 2015.

Net profit/ loss Rs (3,179.00) crores as on 31st March, 2016 as compared to Rs (3,955.50) crores as on 31st March, 2015.



Management Proposal


Ordinary (equity) Shares for

Financial Year 2015-16

We recommend voting in favour of declaration of dividend on ordinary (equity) shares for financial year 2015-16.

Management Proposal

Appointment of Director in place of Mr. Cyrus P Mistry, (DIN:


and being eligible, seeks re-

appointment

Shri Cyrus Mistry was appointed on the Board w.e.f May 2012. He has valuable experience in managing the issues faced by large and complex corporations. He has significant experience in management, finance, manufacturing and operations. Further, by virtue of his background and experience, he has extraordinarily broad and deep knowledge of the steel industry.

The Director has 90% attendance in Board Meetings and has also attended the previous Annual General Meeting.



2

12-Aug-16

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Tata Steel Limited


Management Proposal


Deloitte Haskins & Sells LLP,

Chartered Accountants as


Company

The company proposes to ratify the remuneration of Deloitte Haskins & Sells, LLP, Chartered Accountants as Statutory Auditors of the company for a period of one year form the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Ratification of the remuneration of Messrs Shome &

Banerjee, Cost Auditors of the

Company

The company proposes to ratify the remuneration paid to Messers Shome & Banerjee, Cost Auditors amounting to Rs 18 lakhs for the financial year 2016-17.


Management Proposal

Issue of Non- Convertible

Debentures on Private Placement

Basis not exceeding Rs 10,000 crore

Over the last few years, the Company has been investing in its steel making facilities in India and mining assets worldwide, while continuing to upgrade its facilities in Europe and South-East Asia.

The Company seeks to balance its growth ambitions with its goal of having a healthy balance sheet. Growth opportunities are carefully evaluated and benchmarked against its cost of capital. Moreover, all selected growth projects are phased keeping in mind the financial health of the Company.

As a step towards improving its capital structure, the Company strives to maximise the use of internal accruals and to monetize its non-core assets regularly to fund capital expenditure. The Company also seeks to continuously optimise its borrowings by ensuring they are aligned in terms of quantum, risk, maturity andcost with its earnings profile. Financial markets are very dynamic in nature and it is hard to predict when and which market may provide us with windows of opportunity to raise capital that is cost-effective, has better terms and can help lengthen our maturity profile.

Comments of equity research team:We recommend voting in favour of Item No. 7 to issue NCDs.


2

12-Aug-16 For For

For For We recommend voting in favour of confirmation of interim dividend on equity shares.

Shree Cement Limited


Management Proposal

Adoption of Audited financial statements of the Company for the


March, 2016, the reports of the

Board of Directors’ and

Auditors thereon.

The Company has earned total revenue of Rs 5,687.86 crores as on 31st March, 2016 as compared to Rs 6,591.42 crores as on 30th June, 2015.

The Company has incurred total expenses of Rs 4,322.61 crores as on 31st March, 2016 as compared to Rs 5,230.35 crores as on 30th June, 2015.

Net profit Rs 454.93 crores as on 31st March, 2016 as compared to Rs 426.33 crores as on 30th June, 2015.

Consolidated:

The Company has earned total revenue of Rs 5,687.86 crores as on 31st March, 2016 as compared to Rs 6,591.42 crores as on 30th June, 2015.

The Company has incurred total expenses of Rs 4,322.64 crores as on 31st March, 2016 as compared to Rs 5,230.38 crores as on 30th June, 2015.

Net profit Rs 454.90 crores as on 31st March, 2016 as compared to Rs 426.30 crores as on 30th June, 2015.



Management Proposal


Interim Dividends on equity shares.

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12-Aug-16

For For

For For

For For



Management Proposal

Re-appointment of Shri Prashant

Bangur, who retires by rotation.

Shri Prashant was appointed on the Board w.e.f August 23, 2012. He holds the qualification of B.Sc, M.B.A and has expertise in the specific functional area of business planning and corporate management.




Management Proposal

Appointment of M/s. B. R.

Maheswari & Company, Chartered

Accountants, New Delhi as


Company

The company proposes to appoint M/s B R Mahewari & Company, Chartered Accountants as the statutory auditors of the company for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Approval of the remuneration of the M/s K. G.

Goyal and Associates, Cost Accountants as

Cost Auditors of the Company for

the financialyear 2016-17.

The seeks approval for payment of remuneration to M/s K G Goyal and Associates, Cost Accountants as Cost Auditors of the company for the financial year 2016-17 amounting to Rs 3,00,000/- .


2

12-Aug-16

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For For



Management Proposal

Approval for re-designation of Shri Prashant Bangur, from Whole Time

Director, to “Joint Managing

Director” w.e.f. 2nd February,

2016 for remaining period

of his tenure

Shri Prashant Bangur was appointed as Whole Time Director of the Company by Members in the Annual General Meeting held on 16th October, 2012 for five years w.e.f. 23rd August, 2012.

He has been taking part in all strategic decisions of the Company and now holds higher responsibilities with respect to all the affairs of the Company. Keeping the said facts in view, the Board of Directors of the Company, in its meeting held on 2nd February, 2016 on the recommendation of Nomination cum Remuneration Committee re-designated him from “Whole Time Director” to “Joint Managing Director” w.e.f. 2nd February, 2016 for remaining period of his tenure i.e. up to 22nd August, 2017, subject to approval of members. The other terms and conditions as to remuneration would remain un-changed.

Since the proposal for re-designation is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Approval of re-appointment of

Shri H. M. Bangur as Managing

Director of the Company for a period of five years w.e.f 1st April, 2016.

Mr Bangur was appointed on the Board w.e.f July 31, 2016. He holds the qualification of B.E (Chemical) and has expertise in the field of business planning and corporate management. He was appointed as Managing Director of the Company for a period of 5 years w.e.f. 1st April, 2011. His tenure as Managing Director has expired on 31st March, 2016.

The company proposes to re-appoint him for a further period of 5 years w.e.f April 1, 2016.

Terms and conditions of appointment is as under:

Basic Salary : (i) FY 2016-17 : (1 April, 2016 to 31 March, 2017) : Rs 76,50,000 per month

(ii) FY 2017-18 : (1 April, 2017 to 31 March, 2018) :Rs 90,00,000 per month

(iii) FY 2018-19: (1 April, 2018 to 31 March, 2019) :Rs 1,06,00,000 per month

(iv) FY 2019-20 : (1 April, 2019 to 31 March, 2020) :Rs 1,25,00,000 per month

(v) FY 2020-21 : (1 April, 2020 to 31 March, 2021) :Rs 1,47,00,000 per month

He shall also be entitled to other perquisites in addition to the said salary.



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12-Aug-16 For For



Management Proposal

Authorization to Board of

Directors for issue of Non-convertible Debentures

(NCDs) through Private Placement

pursuant to Section 42 & 71

of the Companies Act, 2013 read

with the Companies

(Prospectus and Allotment of

Securities) Rules, 2014.

The members of the Company, at the 36th Annual General Meeting held on 14 November, 2015, had authorised the Board of Directors of the Company to offeror invite subscription for non-convertible debentures, in one or more tranches, upto an amount not exceeding overall borrowing limits of the Company.

To augment the financial resources, the Board may, at an appropriate time, offer or invite subscription for secured/ unsecured redeemable non-convertible debentures, in one or more series/tranches on private placement basis.Comments of equity research team:

With respect to the resolution relating to raising of funds via secured /unsecured NCDs up to the overall borrowing limits, we recommend voting in favor.


Glenmark Pharmaceuticals Limited


Management Proposal

To receive, consider, approve

and adopt the Audited




together with the reports of the


Auditors thereon






2

12-Aug-16

For For

For For We recommend voting in favour of declaration of dividend on equity shares.

For For

For For



Management Proposal


and adopt the Audited




together with the report of the

Auditors thereon.






Management Proposal


Equity Shares

Management Proposal


of Mr. Rajesh Desai (DIN 00050838)

Mr Rajesh was appointed on the Board w.e.f November 9th, 2011. He holds the qualification of B.Sc and FCA. He has expertise in the field of Finance and Income Tax.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in any other Indian company.



Management Proposal

Ratification of Statutory

Auditors M/s. Walker Chandiok

& Co LLP, Chartered

Accountants (Firm

Registration No. 001076N).

The company proposes to ratify the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountatns as Statutory Auditors of the company for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


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12-Aug-16

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Management Proposal


payable to Sevekari, Khare & Associates,

Cost Accountants, of the Company for the Financial Year ending 31st

March, 2017.

The company proposes to ratify the remuneration of Rs 1.27 million payable to Sevakari Khare & Associates, Cost Accountants of the company for the financial year ending March 31, 2017.


Management Proposal

Appointment of Mr. Milind

Sarwate (DIN 00109854) as an Non-Executive

Independent Director of the Company for a term of 5 years

not liable to retire by rotation.

Mr Milind was appointed on the Board w.e.f October 29th, 2015. He holds the qualification of B. Com. (Honours), CA, Cost Accountant, CS, CII-Fulbright Fellow, (Carnegie Mellon University, Pittsburgh, PA, USA) and has expertise in the specific functional area of finance.

He is the Founder and CEO of Increate Value Advisors LLP, a firm focusing on value creation. He has over 32 years of experience in Finance, HR, Strategic Planning, Business Development and Product Supply, across various sectors, primarily Consumer Products & Services, in groups such as Marico and Godrej.

The Director was appointed during the financial year; two board meetings were held post his appointment, he has attended both the meetings. He holds directorship in 5 other companies.


2

12-Aug-16

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Management Proposal

Re-appointment of Mr. Rajesh. V.

Desai (DIN 00050838) as an


Company.

Mr. Rajesh Desai (DIN 00050838) was appointed as Executive Director for a term of five years with effect from 09th November, 2011 to end on 08th November, 2016.

Mr. Desai is due to retire in July 2016, but he has agreed to remain on the Board of Directors until March 2017 and transition the finance function to Mr. P. Ganesh, the Company’s Chief Finance Officer.

He has been serving the Company since 1983 and as a Whole-time Director of the Company from 16th May, 2002 to 31st March, 2009 and from 09th November, 2011 onwards.

The remuneration proposed is salary in the scale of Rs 5,75,000/- per month, subject to such annual increments as the Board may determine, Commission of 33% of salary subject to ceiling prescribed in that behalf under the Companies Act, 2013 and Personal Pay of Rs 9,48,357/- per month, subject to such annual increments as the Board may determine. He shall also be entitled to other perquisites in addition to the said salary.


Management Proposal

Approval of Employee Stock Option Scheme 2016 named as

Glenmark Pharmaceuticals

Limited - Employee Stock Option Scheme

2016 to the permanent

eligible employees of the

Company

Employee Stock Options are an opportunity for employees to share in a Company’s growth and align their interests with those of the Company, besides being a tax efficient performance linked reward mechanism, to attract, retain and motivate talented human resources for the Company.

It is proposed to formulate and introduce an Employee Stock Options Scheme for the employees of the Company, including eligible Directors. The ESOS Scheme 2016 thereunder will conform and adhere to the SEBI Regulations, 2014 as amended from time to time and any other regulations as may be applicable from time to time.

The salient features of the ESOS 2016 are as under:

(a) Brief description of the Scheme: The Company proposes to grant stock options to the employees of the Company and to this effect formulate ESOS 2016. The said ESOS 2016 is for the benefit of present and future employees of the Company and its Subsidiaries (in India or outside India) and such other eligible persons. All questions of interpretation of ESOS 2016 shall be determined by the Nomination & Remuneration Committee and in accordance with SEBI Regulations as applicable from time to time governing such issue/grant/exercise of options.

(b) Total number of options to be granted: The total number of options that may, in the aggregate, be granted, will be upto 5% of the paid up equity capital of the Company as at 31st March, 2016.

(c) Identification of classes of employees entitled to participate in ESOS 2016:

Options shall vest essentially based on continuation of employment and apart from that the Board or Committee may prescribe achievement of any performance condition(s) for vesting. Vesting/lock-in period and the vesting may occur in tranches or otherwise. (e) Exercise price or pricing formula: The exercise price shall be Rs 1/- per option or such other higher price as may be fixed by the Board or Committee. (f) Exercise period and the process of Exercise.


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Employee Stock Options are an opportunity for employees to share in a Company’s growth and align their interests with those of the Company, besides being a tax efficient performance linked reward mechanism, to attract, retain and motivate talented human resources for the Company.

It is proposed to formulate and introduce an Employee Stock Options Scheme for the employees of the Company, including eligible Directors. The ESOS Scheme 2016 thereunder will conform and adhere to the SEBI Regulations, 2014 as amended from time to time and any other regulations as may be applicable from time to time.

The salient features of the ESOS 2016 are as under:

(a) Brief description of the Scheme: The Company proposes to grant stock options to the employees of the Company and to this effect formulate ESOS 2016. The said ESOS 2016 is for the benefit of present and future employees of the Company and its Subsidiaries (in India or outside India) and such other eligible persons. All questions of interpretation of ESOS 2016 shall be determined by the Nomination & Remuneration Committee and in accordance with SEBI Regulations as applicable from time to time governing such issue/grant/exercise of options.

(b) Total number of options to be granted: The total number of options that may, in the aggregate, be granted, will be upto 5% of the paid up equity capital of the Company as at 31st March, 2016.

(c) Identification of classes of employees entitled to participate in ESOS 2016:

Options shall vest essentially based on continuation of employment and apart from that the Board or Committee may prescribe achievement of any performance condition(s) for vesting. Vesting/lock-in period and the vesting may occur in tranches or otherwise. (e) Exercise price or pricing formula: The exercise price shall be Rs 1/- per option or such other higher price as may be fixed by the Board or Committee. (f) Exercise period and the process of Exercise.


Management Proposal

Approval of Employee Stock Option Scheme 2016 named as

Glenmark Pharmaceuticals

Limited - Employee Stock Option Scheme 2016 under the Securities and

Exchange Board of India to the

permanent eligible

employment of the existing and

future subsidiaries/assoc

iate Company(ies) of the Company (not

exceeding an overall ceiling of

5% of the Company’s paid up equity capital as at March 31, 2016, including the options that may be allotted

under the resolution

mentioned at Item

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12-Aug-16 For For

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For For

Clariant (Chemicals) India Limited


Management Proposal


Statements for the 15 months ended March 31, 2016

The Company has earned total revenue of Rs 1219.76 crores as on 31st March, 2016 as compared to Rs 1059.66 crores as on 31st December, 2014

The Company has incurred total expenses of Rs 1175.48 crores as on 31st March, 2016 as compared to Rs 1055.83 crores as on 31st December, 2014.

Net profit Rs 52.87 crores as on 31st March, 2016 as compared to Rs 943.32 crores as on 31st December, 2014.



Management Proposal


Interim Dividend and to declare Final Dividend

for the 15 months ended March 31,

2016

We recommend voting in favour of payment of interim dividend and to declare final dividend for the 15 months ended March 31, 2016.

Management Proposal

Re-appointment of Mr. Karl

Holger Dierssen as Director

Mr Karl was appointed on the Board w.e.f November 1, 2013. He holds the qualification of Master’s degree in Economics & Business Administration & Commercial Black Belt. He has expertise in the field of Economics andBusiness Administration.



2

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Management Proposal

Re-appointment of M/s Price Waterhouse Chartered

Accountants LLP, as Statutory

Auditors

The company proposes to appoint M/s Price Waterhouse, Chartered Accountans, LLP as Statutory Auditors for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Appointment of Mr. Kewal Handa as an Independent

Director for a period of 5 years

w.e.f. April 1, 2016

Shri Kewal was appointed on the Board w.e.f November 5, 2015. He holds the qualification of Company Secretary, Cost Accountant, Master of Commerce. He has expertise in the field of Finance, Commercial Strategy and Business Development.The Director was appointed during the financial year, 2 Board meetings were held post his appointment, he has attended both the meetings. He holds directorship in 7 other companies

Shri Sunimal was appointed on the Board w.e.f November 5, 2015. He holds the qualification of Chartered Accountant, Bachelor of Science. He has expertise in the field of Core competencies in M&A, Treasury, IT integration, Secretarial, Risk management.

The Director was appointed during the financial year, 2 Board meetings were held post his appointment, he has attended both the meetings. He holds directorship in 4 other companies.

The Company has appointed Mr. Kewal Handa and Mr. Sunirmal Talukdar as Independent Directors in place of Mr. Bharat Patel and Mr. Y. H. Malegam respectively, effective from November 5, 2015.


Management Proposal

Appointment of Mr. Sunirmal

Talukdar as an Independent


w.e.f. April 1, 2016

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12-Aug-16

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Management Proposal

Approval of material Related

Party Transactions

Clariant (Singapore) Pte. Ltd., is an Affiliate Company and is a “Related Party” as per the definition under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

SEBI LODR Regulations provides that material related party transaction, i.e. a transaction to be entered into which individually or together with previous transactions in a given financial year with a related party exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the Company, requires the approval of the shareholders of the Company by way of an ordinary resolution.

The annual consolidated turnover as per the last audited financial statements for the year 2014 was Rs 1008.20 Crore. The value of transactions entered with Clariant (Singapore) Pte. Ltd. during the 15 months ended March 31, 2016 was Rs 240 Crore. Thus, the transactions with Clariant (Singapore) Pte. Ltd. is exceeding 10% of the consolidated annual turnover and is material pursuant toSEBI LODR Regulations.

Other details:Name of the related party: Clariant (Singapore) Pte. Ltd.Nature of relationship: Affiliate Company under AS 18Nature of transaction: Sale of finished goods, from time to timeValue of transaction: Rs 500 crore per annum


We recommend voting in favor of related party transactions with Clariant Singapore Ltd.


Management Proposal

Ratification of the remuneration payable to the

Cost Auditors for FY 2016-17.

The company proposes to ratify the remuneration of Rs1. 8 lakhs p.a payable to cost auditors for the FY 2016-17.


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Management Proposal

Shifting of Register of Members.

Recently, an investigation was carried out by SEBI which revealed serious and alarming irregularities by Sharepro and its senior management which includes transfer of dividend belonging to rightful shareholders to persons related to the management of Sharepro. Subsequently, SEBI passed an ad interim order against Sharepro on March 22, 2016, restricting the Promoters, Directors,Senior Management and other associated persons mentioned in the said order from accessing the Market.

In the said order, SEBI also advised the clients of Sharepro to change their Registrar and Transfer Agent and to conduct thorough Audit of the records and systems of Sharepro for past several years with respect to Dividends paid and securities transferred.

The Board of Directors, vide Circular Resolution dated April 7, 2016, terminated the Memorandum of Understanding entered into with Sharepro and appointed Link Intime India Private Limited (“Link Intime”), who are duly registered with the Securities and Exchange Board of India (SEBI) under SEBI(Registrars to an issue and Share Transfer Agents) Regulations, 1993, as Registrar and Share Transfer Agents of the Company effective from April 11, 2016.


Power Finance Corporation Limited


Management Proposal



statements including



financial year ended March 31, 2016, the Reports of the Board of Directors and

Auditors thereon.






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For For



Management Proposal

To confirm interim dividends and declare final dividend for the financial year

2015-16.

We recommend voting in favour of declaration of interim dividends and declaration of final dividend for the financial year 2015- 16.

Management Proposal


of Shri R. Nagarajan

(DIN:00701892), who retires by

rotation and being eligible, offers himself for re-appointment

Shri Nagarajan was appointed on the Board w.e.f July 31, 2009. He holds the qualification of Bachelor’s degree in Commerce, Chartered Accountant, Cost Accountant and Certified associate of Indian Institute of Bankers.

He has more than three decades of experience having worked in Andhra Bank and in PFC at different positions. He has overseen various business activities relating to Initial Public Offer, Resource Mobilization, Banking, Treasury, Disbursement, Recovery, Internal Audit, Power Exchange, Asset Liability & Risk Management, Follow-on Public Offer, PSU ETF, Offer for sale, etc.




Management Proposal

To fix the remuneration of

the Statutory Auditor

The company proposes to fix the remuneration of statutory auditors of the company for the financial year ending March, 2017.

Since the proposal is in conformity with the applicable provisions in this regard, we may vote in favour of the same.

2

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For For



Management Proposal

To appoint Shri D. Ravi (DIN: 00038452), as Director of the

Company

Shri D. Ravi was appointed as Director (Commercial) of the Company by the President of India through Ministry of Power vide Letter No. 8/1/2015-PFC Desk dated November 18, 2015 issued by Ministry of Power for a period of five years w.e.f. November 16, 2015 and was accordingly appointed as an Additional Director w.e.f. November 16, 2015 to hold office upto this Annual General Meeting.

The Director was appointed during the financial year under review, 7 Board Meetings were held post his appointment; he has attended all the meetings. He holds directorships in 6 other companies.


Management Proposal

Modification in existing

borrowing limit approved under

section 180(1)(c) of Companies

Act, 2013

Ministry of Power (MoP) vide OM dtd 7th June 2016 has directed PFC to raise Rs 5,000 crore through bonds as indicated in Budget Expenditure Volume-II (Part B), Demand No 68. As per OM, the utilization of funds raised through bonds will be at the discretion of MoP and the funds will be spent by PFC only for the purposed / central sector schemes as decided by MoP.

Further, servicing would be done through Ministry’s budget, by payments up front. In terms of the above OM, the Board in its 349th Meeting held on July 14, 2016, accorded approval for seeking the approval from shareholders for total borrowing power of Rs 4,00,000 crore in Indian Rupees and amount equivalent to US$ 8,000 Million in any Foreign Currency for the purpose of the business of the Company and also for the amount to be raised on behalf of Ministry / GoI.

Since the proposal is in accordance with the applicable provisions in this regard, we may votein favour of the same.

2

19-Aug-16

For For

For For

For For



Management Proposal

Raise funds upto Rs 55,000 crore through issue of

bonds /Debentures /notes/debt

securities on Private Placement

basis

In terms of above applicable provisions, the shareholders had accorded approval in last AGM held on September 24, 2015 for raising of funds through non-convertible debentures to the extent of Rs 60,000 crore during the period of one year from the date of AGM (i.e. September 24, 2015 to September 23, 2016).

The Board of Directors in their Meeting held on July 14, 2016 has subject to the approval of shareholders, accorded approval for raising of funds by way of private placement of bonds/debentures/notes/debt securities in India and/ or outside India to the extent of Rs 55,000 crore during the period of one year from the date of current AGM.


We recommend voting in favour of raising funds upto Rs 55,000 crore through issue of bonds/ Debentures/notes/debt securities on private placement basis.


Management Proposal

To increase the Authorised Share

Capital to Rs 10,000 crore (Rupees Ten

Thousand crores only) and to alter the Memorandum of Association of

the Company

Ministry of Power vide OM No. 2/1/2016-Budget Dtd. 06.06.2016 has forwarded Department of Investment & Public Asset Management, Ministry of Finance OM No 5/2/2016-Policy Dated 27th May, 2016 enclosing therewith ‘Guidelines on Capital Restructuring of Central Public Sector Enterprises (CPSE)’ for compliance, in supersession of the guidelines issued earlier. The said guidelines inter-alia stipulate norms to be followed by CPSEs for issue of bonus shares.

As on 31.03.2016, the paid up share capital of the Company and the defined reserves & surplus were Rs 1320.04 Crores and Rs 19531.83 Crores respectively.

Accordingly, the Company is required to come out with Bonus issue of Shares in compliance with the said guidelines. Issuance of bonus shares shall also necessitate increase in authorized share capital of the Company from present authorized share capital of Rs 2000 Crore and corresponding amendment in the capital clause of Memorandum of Association of the Company.

Accordingly, the Board of Directors in its 349th Meeting held on July 14, 2016, subject to the approval of shareholders, accorded approval for:

a. Increase in the Authorised Share Capital from Rs 2,000 crore comprising of 2,00,00,00,000 Equity Shares of Rs 10/- each to Rs 10,000 Crore comprising of 10,00,00,00,000 Equity Shares of Rs 10/- each.

Management Proposal

To approve issuance of Bonus

Shares by capitalizing the

‘Securities Premium Account’

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Bharti Airtel Limited


Management Proposal


adopt the standalone and consolidated

financial statements of the Company for the


2016




Consolidated:



Net profit Rs 6,184.00 crores as on 31st March, 2016 as compared to Rs 6,004.40 crores as on 31st March, 2015.The Auditors Reports dated May 25, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


equity shares


Management Proposal

Re-appointment of Ms. Chua Sock

Koong as a Director liable to retire by rotation

Ms Chua was appointed on the Board w.e.f May 7, 2001. He holds the qualification of Bachelor of Accountancy (First Class Honours) from the University of Singapore. He has expertise in the specific functional area of finance and management.

The Director has 50 % attendance in Board Meetings; has not attended the previous Annual General Meeting. Two meetings were attended by Mr. Mark Chong Chin Kok, alternate Director.He holds directorship in 1 other public company.


Since the proposal for re-appointment is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

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Management Proposal


M/s. S. R. Batliboi &

Associates LLP, Chartered

Accountants, Gurgaon, as the


Company and to fix its

remuneration

The company proposes to ratify the appointment of M/s S R Batliboi & Associates LLP, Chartered Accountants, as the statutory auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Appointment of Mr. Rakesh

Bharti Mittal as a Director liable to retire by rotation

Mr. Rakesh Bharti Mittal (DIN 00042494) was appointed as an Additional Director on the Board of the Company w.e.f. January 07, 2016. He holds the qualification of Diploma in Electronics and Controls from Y.M.C.A Institute of Engineering. He has expertise in the specific functional area of general management.

The Director was appointed during the financial year under review, 1 Board Meeting was held post his appointment, he has attended the same. He holds directorship in 2 other public companies.


Management Proposal

Adoption of new set of the Articles of Association of

the Company

As per the terms of payments bank license granted by Reserve Bank of India to Airtel Payments Bank Limited, a subsidiary company, the Company is mandatorily required to insert the following clause in its Articles of Association:

‘No person / group of persons shall acquire any shares of the Company, which would take his / her / its holding to a level of 5% or more (or any such percentage imposed by the Reserve Bank of India from time to time) of the total issued capital of the Company, unless prior approval of the ReserveBank of India has been obtained by such person / group ofpersons.’

Management Proposal

Alteration in the Memorandum of

Association of the Company

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Management Proposal

Re-appointment of Mr. Sunil

Bharti Mittal as the Chairman of

the Company

Mr. Sunil Bharti Mittal, was appointed as the Chairman of the Company w.e.f. October 01, 2011 for a period of 5 years i.e. upto September 30, 2016 vide resolution passed by the Shareholders in the annual general meeting held onSeptember 01, 2011 and is due for re-appointment. Initially the Board had recommended an overall annual remuneration of Rs 350 Mn (Fixed Pay of Rs 260 Mn and variable pay of ` 90 Mn). He has however decided to take a voluntary cut of Rs 50 Mn per annum in his remuneration to enable the Company to contribute the same towards the Nyaya Bharti initiative.

He is a graduate from Punjab University and an Alumunus of Harvard Business School. He has expertise in the field of general management. The Director has 100 % attendance in Board Meetings and has also attended the prvious Annual General Meeting. He holds directrorship in 1 other public company.


Management Proposal


Mr. Gopal Vittal, Managing

Director and CEO (India and South

Asia)

Mr. Gopal Vittal was appointed as Managing Director for a period of five years w.e.f. February 01, 2013 by the members on March 28, 2013, and was subsequently designated as Managing Director & CEO (India and South Asia) w.e.f. April 01, 2014.

The revision in remuneration propsed is as under:

Rs 70 mn per annum or such other amount as may be determined by the Board of Directors of the Company, provided that increment if any during the subsequent years, shall not exceed 15% per annum of the fixed pay of preceding financial year.

Rs 30 mn (at 100% performance) or such other sum as may be determined by the Board from time to time, provided however that the total Variable Pay shall not exceed 60% of the annual fixed pay in any financial year.


Management Proposal


be paid to M/s. R. J. Goel & Co.,

Cost Accountants, Cost Auditor of the Company

The company proposes to ratify the remuneration of Rs 800,000/- payable to M/s R J Goel & Co., Cost Accountants, Cost Auditors of the company.


2

23-Aug-16 Bosch Limited Postal Ballot For ForManagement Proposal

Special Resolution under section 68 of the Companies Act,

2013 for buyback upto 878,160

shares of Rs 10 each of the Company.

With an objective of rewarding members of the Company, through return of surplus cash, the Board of Directors of the Company at its meeting held on July 01st, 2016 has approved the proposal of recommending Buyback of equity shares.

The Company has accumulated free reserves and satisfactory liquidity as represented by bank balances and marketable securities. The proposed Buyback provides an opportunity to the Company to return the excess cash to the Shareholders and to enhance the overall shareholders’ value.

The Board of Directors at its meeting held on July 01, 2016, considered the accumulated free reserves as well as the cash liquidity reflected in the audited accounts for the financial year ending March 31, 2016 and as such, the Board decided to allocate a sum of Rs 20,197,680,000 for distributing to the Members holding equity shares of the Company through the Buyback.

After considering several factors and benefits to the Members holding equity shares of the Company, the Board of Directors decided to recommend the Buyback of up to 878,160 fully paid up equity shares of Rs 10 each (representing up to 2.796 % of the total number of equity shares in the paid-up equity share capital of the Company) at a price of Rs 23,000 per equity share of Rs 10 each for an aggregate consideration not exceeding Rs 20,197,680. The Buyback is being proposed by the Company to return surplus fund to the Shareholders, which are over and above its ordinary capital requirements and in excess of any current investment plans, in an expedient, efficient and cost effective manner.

The said buyback would result in:

a) The Buyback would help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders’ value;b) The Buyback will help the Company to distribute surplus cash to its Members holding equity shares broadly in proportion to their shareholding, thereby, enhancing the overall return to Members;c) The Buyback gives an option to the Shareholders holding Equity Shares of the Company to either (i) participate and receive cash payments in lieu of Equity Shares to be accepted under the Buyback, or (ii) not participate and enjoy a resultant increase in their percentage d) The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve an allocation of 15% of the outlay to small shareholders. The Company believes that this reservation of 15% for small shareholders would benefit a large number of public shareholders, who would be classified as “small shareholder” as per Regulation 2(1)(la) of the Buyback Regulations.


We recommend voting in favour of the resolution for buyback.


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24-Aug-16 Postal Ballot For ForCoal India Limited

Management Proposal


shares

The Board at its meeting held on 11th July2016, considered the accumulated free reserves as well as the cash liquidity reflected in the audited accounts for the financial year ended March 31, 2016 and considering these, the Board decided to allocate a sum of Rs 3650 crores.

After considering several factors and benefits to the members holding equity shares of the Company, the Board decided to recommend Buyback of not exceeding 10,89,55,223 (representing 1.72% of the total number of equity shares in the paid-up share capital of the Company) at a price of Rs 335/- per equity share for an aggregate consideration of Rs 3650 crores.

Buyback is a more efficient form of returning surplus cash to the members holding equity shares of the Company, inter-alia, for the following reasons:

i. The Buyback will help the Company to return surplus cash to its members holding equity shares broadly in proportion to their shareholding, thereby, enhancing the overall return to members;

ii. The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve allocation of higher of number of shares as per their entitlement or 15% of the number of shares to be bought back, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder”;

iii. The Buyback may help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders' value;

iv. The Buyback gives an option to the members holding equity shares of the Company, who can choose to participate and get cash in lieu of equity shares to be accepted under the Buyback offer or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment.

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Coal India Limited

Management Proposal


shares

v. Optimizes the capital structure.

The maximum amount required under the Buyback will not be exceeding Rs. 3650 crores , being 24.95% which is not exceeding 25% of the aggregate ofthe fully paid-up share capital and free reserves of the Company as per the audited accounts for the financial year ended March 31, 2016. The Buyback would be financed out of free reserves of the Company.


We recommend voting in favour of the buy-back as it will improve EPS and other return ratios.

Conclusion:

Since the proposal for buyback is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

Aurobindo Pharma Limited


Management Proposal


adopt the standalone

Balance Sheet as at March 31,

2016, Statement of Profit and Loss

and Cash Flow Statement for the

financial year ended March 31, 2016 and reports of Directors and

Auditors thereon.






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Management Proposal


adopt the Consolidated

Balance Sheet as at March 31,

2016, Consolidated Statement of

Profit and Loss and Consolidated

Cash Flow Statement for the

financial year ended March 31, 2016 and report

of Auditors thereon.




The Auditors Reports dated May 30, 2016 on the consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To confirm the first interim

dividend of Rs 0.50, second

interim dividend of Rs 0.60, third interim dividend of Rs 0.70 and fourth interim dividend of Rs

0.70, in aggregate Rs 2.50 per equity

share of Rs 1 each, as dividend for the year 2015-

16

We recommend voting in favor of confirmation of first interim dividend of Rs 0.50, second interim dividend of Rs 0.60, third interim dividend of Rs 0.70 and fourth interim dividend of Rs 0.70, in aggregate Rs 2.50 per equity share of Rs 1 each, as dividend for the year 2015-16.

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Management Proposal


of Mr. K. Nithyananda Reddy, who


eligible, seeks re-appointment.

Mr. K. Nithyananda Reddy, presently is a Whole-time Director designated as Vice Chairman of the Company. He holds a Master's Degree in Science (Organic Chemistry) and has been associated with the Company from the initial days as a promoter, and is well versed with manufacturing technologies, systems, processes and controls.

The Director has100% attendance and has also attended the previous annual general meeting. He holds directorships in 9other companies.The Director is liable to retire by rotation and being eligible offers himself for re-appointment.


Management Proposal

To appoint a Director in place of Mr. M. Madan

Mohan Reddy, who retires by

rotation and being eligible, seeks re-

appointment.

Shri Madan , presently is a Whole-time Director of the Company. He has a Master's Degree in Science (Organic Chemistry) and held top managerial positions in leading pharmaceutical companies. He commands 26 years of valuable experience in the pharmaceutical industry.

The Director has 100% attendance in Board Meetings and has also attended the previous general meeting. He holds directorship in 9 other companies.



Management Proposal


M/s. S.R.Batliboi & Associates

LLP, Chartered Accountants as


Company and fix their

remuneration.

The company proposes to ratify the appointment of M/s S R Batliboi & Associates LLP, Chartered Accountants as statutory auditors of the company for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


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Management Proposal

To revise the remuneration of

Mr. N. Govindarajan,


Company.

The Members of the Company at the 28th Annual General Meeting held on August 27, 2015 approved re-appointment of Mr. N. Govindarajan as Managing Director of the Company for a period of 3 years with effect from June 1, 2015 with a remuneration of Rs 2.25 crore per annum and other perquisites.

Mr. N. Govindarajan, Managing Director is responsible to the overall affairs of the Company. The business operations of the Company are growing substantially and there has been increase in the Managing Director's responsibilities. He has been part of sustained growth of the Company. In view of the same, the Board of Directors of the Company felt it appropriate to revise his remuneration commensurate with his role and responsibilities.

Accordingly, the Board of Directors of the Company at its meeting held on February 9, 2016 revised the remuneration of Mr. N. Govindarajan, Managing Director based on the recommendation of the Nomination and Remuneration /Compensation Committee and subject to the approval of the Members of the Company, from Rs 2.25 crore per annum to Rs 3.00 crore per annum and other perquisites with effect from March 1, 2016, with no changes in the other terms and conditions of his appointment.

The remuneration proposed is salary of Rs 1,435,940 per month; he shall also be entitled to other perquisites in addition to the said salary.


Management Proposal

To revise the remuneration of Mr. M. Madan Mohan Reddy,


Company.

The Members of the Company at the 28th Annual General Meeting held on August 27, 2015 approved re-appointment of Mr. M. Madan Mohan Reddy as a Whole-time Director of the Company for a period of 3 years with effect from June 1, 2015 at a remuneration of Rs 1.30 crore per annum and other perquisites.

He looks after the formulations plant operations and supply chain management. Considering his multiple roles and responsibilities, the Board felt it appropriate to revise his remuneration, commensurate with his role and responsibilities.

The remuneration proposed is salary of Rs 1,150,000 per month; he shall also be entitled to other perquisites in addition to the said salary.Since the proposal is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of the company, we may vote in favour.

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Management Proposal

To appoint Mr. P. Sarath Chandra

Reddy as a Whole-time

Director of the Company.

The Board of Directors of the Company at its meeting held on May 30, 2016 based on the recommendation of Nomination and Remuneration/Compensation Committee, appointed him as a Whole-time Director of the Company with effect from June 1, 2016 for a period of three years, subject to the approval of the Members at the ensuing Annual General Meeting. Mr. P. Sarath Chandra Reddy is on the Board of the Company since September 27, 2007 as a Non-Executive Director. He belongs to the promoter group of the Company

He has been appointed as Whole-time Director of the Company with effect from June 1, 2016

The Director has 90% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorships in 8 other companies.

The remuneration proposed id Rs 375,000 per month; he shall also be entitled to other perquisites in addition to the said salary.


Tata Global Beverages Limited


Management Proposal


adopt:(a) the audited



2016, together with the reports of the Board of Directors and

Auditors thereon; and






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Management Proposal


adopt the audited consolidated



2016 together with the report of

theAuditors thereon


The Company has incurred total expenses of 7647.55 crores as on 31st March, 2016 as compared to Rs 7433.50 crores as on 31st March, 2015.




Management Proposal


We recommend voting in favour of declaration of dividend for the financial year ended March 31st, 2016.

Management Proposal

Re-appointment of Mr. Cyrus P.

Mistry as Director.

Shri Cyrus Mistry was appointed on the Board w.e.f June 22, 2012. He holds the qualification of Graduate Degree in Civil Engineering, UK; M. Sc. In Management, London Business School.



Management Proposal


auditors

Lovelock & Lewes (Firm Registration No. 301056E), CharteredAccountants, were appointed as the statutory auditors of the Company for a period of three years. The company proposes to ratify the appointment for a period commencing from the conclusion of the Annual General Meeting until the conclusion of the ensuing annual general meeting.


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Management Proposal

Remuneration of cost auditors

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of Rs 3,25,000 payable to M/s Shome & Banarjee as the Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending March 31, 2017.


Management Proposal

Issue of Non Convertible


basis

The Company is considering to issue NCDs/other debt securities to augment the long term resources of the Company for its business as the current NCDs are falling due for repayment to enable the Company to offer or invite subscriptions for NCDs on a private placement basis, in one or more tranches, during the period of one year from the date of the special resolution, upto an amount not exceeding Rs. 350 Crores, within the overall borrowing limitsof the Company, as approved by the Members from time to time, with authority to the Board to determine the terms and conditions, including the issue price, listing, redemption terms, security etc. of the NCDs / other debt securities.


We recommend voting in favour of issue of non-convertible debentures on private placement basis.


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Larsen and Toubro Limited


Management Proposal

Adoption of audited financial statements for the year ended March 31, 2016 and the


Directors and Auditors thereon and the audited


statements of the Company and the

reports of the auditors thereon

for the year ended March 31, 2016.




Consolidated:



Net profit Rs 5090.53 crores as on 31st March, 2016 as compared to Rs 4764.82 crores as on 31st March, 2015.The Auditors Reports dated May 25, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Dividend on equity shares for the financial year

2015-16.

We recommend voting in favour of declaration of dividend on equity shares for the financial year 2015 -16.

Management Proposal

Appoint Ms. Sunita Sharma

(DIN: 02949529) as a Director

liable to retire by rotation.

Ms Sunita was appointed on the Board w.e.f April 1, 2015. She has expertise in the field of insurance and housing finance.

The Director has 75% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorship in 6 other companies.


Since the appointment is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

Appoint Mr. S. N. Subrahmanyan

(DIN: 02255382) as a Director

liable to retire by rotation.

Mr S N Subrahmanyan was appointed on the Board w.e.f July 1, 2011. He holds the qualification of B.Sc, Engg (Civil) & MBA (Finance). He has expertise in the field of Design and Build (D&B) contracts, PPP Projects, Engineering and Construction Industry.



Management Proposal

Appoint Mr. A. M. Naik (DIN: 00001514) as a


Shri A M Naik was appointed on the Board w.e.f November 23, 1989. He holds the qualification of B.E(Mech.) and has expertise in general management, technology and engineering construction.

The Director has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorship in 3 other companies.


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Management Proposal

Appoint Mr. D. K. Sen (DIN:

03554707) as a Director liable to retire by rotation

Shri D K Sen was appointed on the Board w.e.f October 1, 2015. He holds the qualification of B.Sc (Engg.)(Civil) and MBA (Finance). He has expertise in Design and Engineering, Business Development, Tendering and construction.

The Board of Directors, on the recommendation of the Nomination& Remuneration Committee, appointed him as a Wholetime Director of the Company with effect from October 1, 2015 upto and including September 30, 2020, subject to the approval of the members in the Annual General Meeting.

He is Senior Executive Vice President – Infrastructure. He started his tenure at L&T in 1989 as Senior Manager (Civil & Structural Design) in EDRC Kolkata. He is also responsible for the activities of the Transportation Infrastructure business, Heavy Civil Infrastructure business and L&T Geo Structure LLP.

The remuneration proposed is Salary :Rs 7,25,000 (Rupees Seven Lakh Twenty Five Thousand only) per month in the scale of 6,50,000 - 75,000 - 10,25,000 - 1,00,000 - 15,25,000 with the annual increment due on April 1 every year. He shall also be entitled to other perquisites in addition to the said salary.

The Director was appointed during the financial year under review, two board meetings were held post his appointment; he has attended both the meetings. He holds directorships in 1 other company.


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Management Proposal

Appoint Mr. M. V. Satish (DIN: 06393156) as a

Director liable to retire by rotation.

Shri M V Satish was appointed on the Board w.e.f January 29, 2016. He holds the qualification of BE (Civil). He has expertise in the field of Construction,Business Development, Contracts Management and Property Development in India and GCC region.

The Board of Directors, on the recommendation of Nomination & Remuneration Committee, appointed as a Whole-time Director of the Company with effect from January 29, 2016 upto and including January 28, 2021, subject to the approval of the members in the Annual General Meeting.

Mr. M.V Satish is Senior Executive Vice President – Buildings, Mineralsand Metals. Mr. M.V Satish started his career in L&T as Junior Engineer.

The remuneration proposed is Salary : Rs 7,25,000 per month in the scale of 6,50,000 - 75,000 - 10,25,000 - 1,00,000 - 15,25,000 with the annual increment due on April 1 every year. He shall also be entitled t other perquisites in addition to the said salary.

The Director was appointed during the financial year under review, two board meetings were held post his appointment; he has attended both the meetings. He holds directorships in 1 other company.


Management Proposal

Appoint Ms. Naina Lal Kidwai (DIN: 00017806) as an Independent

Director

Ms Naina Kidwai was appointed on the Board w.e.f March 1, 2016. He holds the qualification of Bachelor’s in Economics, Chartered Accountant and MBA. She has vast experience in the area of banking.

She holds directorships in 4 other companies. Since the Director was appointed during the financial year under review and since no board meeting was held post her appointment, her attendance in board meetings is unavailable for consideration.


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Management Proposal

Appoint Mr. S. N. Subrahmanyan

(DIN: 02255382) as the Deputy

Managing Director &

President of the Company.

On the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its Meeting held on September 21, 2015, appointed him as Deputy Managing Director & President of the Company with effect from October 1, 2015 upto and including September 30, 2020, subject to the approval of the members in the Annual General Meeting.


Management Proposal

Appoint Mr. D. K. Sen (DIN:

03554707) as a Whole-time


Explanation same as provided for item No. 6 above.


Management Proposal

Appoint Mr. M. V. Satish (DIN: 06393156) as a


Company

Explanation same as provided for item No. 7 above.


Management Proposal

Payment of commission to the

Executive Chairman, Chief Executive Officer

and Managing Director, if any,

Deputy Managing Director and Whole-time

Directors

At the Annual General Meeting of the Company held on August 22, 2013 the Shareholders had approved revision in payment of commission payable to the Executive Chairman, Chief Executive Officer and Managing Director, if any, Deputy Managing Director, if any, and Whole-time Directors.

The Company has planned for a consistent profitable growth based on an identified strategy and strategic initiatives, including detailed assessment of portfolios, entity and capital structure. Significant opportunities across all business segments have been identified.

The commission payable will, however, continue to be subject to the condition that the total managerial remuneration shall not exceed 5% of the net profits of the Company for each of the Managing / Whole-time Directors of the Company and 10% of the net profits of the Company for all the Managing / Whole-time Directors of the Company.


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Management Proposal

Appoint Mr. R. Shankar Raman

(DIN: 00019798) as a Whole-time Director of the

Company.

On the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, it is proposed to re-appoint Mr. R.Shankar Raman (DIN: 00019798), as a Whole-time Director of the Company with effect from October 1, 2016 upto and including September 30, 2021, subject to the approval of the members in the Annual General Meeting.

Mr. R. Shankar Raman is a Commerce graduate from the University of Madras, Chennai. He qualified as a Chartered Accountant in May 1983 and became aGraduate of the Institute of Cost & Works Accountants of India in 1986. Over the past 33 years of professional work experience he has worked for leading listed corporations in varied capacities in the field of Finance.

The remuneration proposed is Salary :Rs 11,25,000 (Rupees ElevenLakh Twenty Five Thousand only) per month in the scale of 6,50,000 -75,000 - 10,25,000 - 1,00,000 - 15,25,000 with the annual increment due on April 1 every year. He shall also be entitled to other perquisites in addition to the said salary.

The Director has 100% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorships in 9 other companies.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and voting policy of our company, we may vote in favour of the same.

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Management Proposal

Appoint Mr. Shailendra N.

Roy (DIN: 02144836) as a


Company

Shri Shailendra was appointed on the Board w.e.f March 9, 2012. He holds the qualification of B.Tech and has expertise in the field of Thermal Power, Heavy Engineering, Defence & Aerospace Industry.

On the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, it is proposed to re-appoint Mr.Shailendra Roy (DIN: 02144836), as a Whole-time Director of the Company with effect from March 9, 2017 upto and including July 7, 2020, subject to the approval of the members in the Annual General Meeting.

Mr. Roy is Senior Executive Vice President – Power, Heavy Engineering and Defence. He holds a Bachelor of Technology degree and started his career in 1975 as an Engineer with Bharat Heavy Electricals Limited’s manufacturingunit at Hardwar.

The remuneration proposed is Salary : 10,25,000 per month in the scale of 6,50,000 - 75,000 - 10,25,000 - 1,00,000 - 15,25,000 with the annual increment due on April 1 every year. He shall also be entitled to other perquisites in addition to the said salary.



Management Proposal

Appoint Mr. Sanjeev Aga

(DIN: 00022065) as an Independent

Director

Shri Sanjeev was appointed on the Board w.e.f May 25, 2016. He holds the qualification of B.Sc ( Hons. In Physics), MBA and has expertise in the field of telecom sector.On the recommendation of the Nomination & Remuneration Committee, Mr. Sanjeev Aga (DIN: 00022065) was appointed as an Additional Director of the Company with effect from May 25, 2016.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He holds directorships in 7 other companies.


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Management Proposal

Appoint Mr. Narayanan Kumar (DIN: 00007848) as an Independent

Director.

Shri Narayanan Kumar was appointed on the Board w.e.f May 27, 2016. He holds the qualification of B.E( Electronics).

On the recommendation of the Nomination & Remuneration Committee, Mr. Narayanan Kumar (DIN: 00007848) was appointed as an Additional Director of the Company with effect from May 27, 2016.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He holds directorships in 6 other companies.


Management Proposal

Raise funds through issue of

convertible bonds and/or equity

shares through depository

receipts and including by way

of Qualified Institution Placement (‘QIP’), to Qualified

Institutional Buyers (‘QIB’)

for an amount not exceeding 3600

crore or US $ 600 million,

whichever is higher.

The Company requires adequate capital to meet the needs of growing business. While it is expected that the internal generation of funds would partially finance the need for capital and debt raising would be another source of funds, it is prudent for the Company to have approvals to raise a part of the funding requirements for the said purposes as well as for such other corporate purposes as may be permitted under applicable laws through the issue of appropriate securities.

In the event the Company issues any equity linked instrument, the issue will be structured in a manner such that the additional share capital that may be issued would not be more than 5% of the paid-up capital of the Company.

The equity shares, if any, allotted on issue, conversion of Securities shall rank in all respects pari passu with the existing Equity Shares of the Company. The Company may also opt for issue of securities through Qualified Institutions Placement (QIP). A QIP of the shares of the Company would be less time consuming and more economical than other modes of raising capital.


We recommend voting in favour of raising funds through issue of convertible bonds and/or equity shares through depository receipts and including by way of QIPs an amount not exceeding 3600 crores.


2

26-Aug-16

For For

For For

For For



Management Proposal

Issue listed/unlisted

secured/unsecured redeemable

non-convertible debentures, in one

or more series/tranches/

currencies, aggregating up to

6000 crore.

The Company is into the business interalia of manufacturing of industrial goods, heavy engineering, infrastructure projects and other activities which require a sizeable investment and continuous expenditure. The Company intends to explore different avenues for garnering this financing requirement including by way of issuance of debt instruments. In order to meet the financial needs of business in a prudent manner the Company may offer or invite subscription for secured/unsecured/ redeemable /non-convertible debentures, in one or more series / tranches /currencies on private placement, issuable / redeemable at par or otherwise.

The shareholders through a resolution passed at their Meeting held on September 9, 2015, approved issue of debentures upto an amount not exceeding 6000 crore in aggregate. However, such resolution is valid only for a period of 12 months from the date on which the approval is granted by the shareholders.


We recommend voting in favour of secures/ unsecured redeemable non-convertible debentures, in one or more series/ tranches aggregating to 6000 crores.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Ratification of appointment of M/s. Sharp &

Tannan as Joint Statutory


The company proposes to ratify the appointment of M/s Sharp & Tannan as Joint Statutory Auditors of the company for a period of one year from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Ratification of appointment of M/s. Deloitte

Haskins & Sells LLP as Joint


Company.

The company proposes to ratify the appointment of M/s Deloitte Haskins & Sells LLP as Joint Statutory Auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


2

26-Aug-16

For For


For For



Management Proposal


payable to M/s R. Nanabhoy & Co. Cost Accountants

(Regn. No. 00010) for thefinancial year

2016-17.

The company proposes to ratify the remuneration of Rs 11 lakhs payable to M/s R Nanabhoy & Co., Cost Accountants for the financial year 2016-17.

Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same


Management Proposal

Sub-division of equity shares

In order to improve the liquidity of the Company’s shares on the stock market and also make them affordable to the small investors, it is proposed to sub-divide equity shares of the Company of face value of Rs 10/- each into equity shares of face value of Rs 2/- each.


Resolution pertains to Sub-division of equity shares, we recommend voting in favour.


Management Proposal

Increase in authorised share

capital

In view of the proposed sub-division of equity shares and issue of bonus shares and to take care of the future equity funding requirements, it is proposed to increase the authorised capital of the Company and amend the capital clause of Memorandum of Association (MoA) of the Company from the present Rs 750,000,000/- divided into 75,000,000 equity shares of face value of Rs 10/- each to Rs 1,500,000,000/- divided into 750,000,000 equity shares of face value of Rs 2/- each.


We recommend voting in favour of the resolution for increase in authorised share capital.

Conclusion:


2

28-Aug-16 Postal Ballot

For For

31-Aug-16 For For


Management Proposal

Issue of bonus equity shares

Considering the significant growth in the business of the Company over the recent years and the strong financial position of the Company, it is proposed to reward the members of the Company by issue of fully paid-up bonus equity shares in the proportion of 1 (One) bonus share for every 1 (One) equity share of face value of Rs 2/- each (i.e. as adjusted for sub-division of equity share).


We recommend voting in favour of issue of bonus equity shares.

Conclusion:


MotherSon Sumi Systems Limited


Management Proposal


Statements for the year ended March

31, 2016




Consolidated:



Net profit Rs 12,737 million as on 31st March, 2016 as compared to Rs 8,625 million crores as on 31st March, 2015.The Auditors Reports dated May 25, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


2

31-Aug-16

For For

For For

For For



Management Proposal

Approval of interim dividend as final dividend

for the year ended March 31, 2016

We recommend voting in favour of approval of interim dividend as final dividend for the year ended March 31, 2016.

Management Proposal

Re-appointment of Ms. Noriyo

Nakamura, who retires by

rotation, being eligible, seek

reappointment

Ms Noriyo was appointed on the Board w.e.f January 31, 2014. He holds the qualification of Graduate in German Studies and Master of Arts. She has rich experience in the field of projects, strategy, planning and development of business.

The Director has 90 % attendance in Board Meeings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.

The Director is liable to retire bu rotation and being eligible offers himself for re-appointment.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting poloicy of our company, we may vote in favour of the same.

Management Proposal


Auditor and fixing their

remuneration

Price Waterhouse Chartered Accountants LLP (Firm Registration No.-01275N/N500016), Chartered Accountants, Gurgaon were appointed as the statutory auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on August 25, 2014, to hold office from the conclusion of the twenty seventh AGM annual report 2015-2016 till conclusion of the thirtieth AGM to be held in the year 2017.

The company hereby proposes to ratify the said appointment.Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

2

31-Aug-16

For For

For For



Management Proposal

Appointment of Mr. Naveen Ganzu as an Independent


The Board of Directors of your Company appointed Mr. Naveen Ganzu as an Additional Director of the Company w.e.f. 14.10.2015.He holds the qualification of a Post Graduate Diploma in Management from IMI Delhi, India and an MBA from University of St. Gallen, Switzerland.

He has 28 years of professional experience in the field of managing multinational Joint Ventures, setting up Greenfield projects, creating orbit shifts in organisations, spearheading strategic Merger & Acquisition and creating winning teams. Presently he is the Managing Director & Country Lead of MWV India Paperboard Packaging Pvt. Ltd.

The Director was appointed during the financial year under review, 3 Board Meetings were held post his appointment, and he has attended all the meetings. He soes not hold directorahip in any other company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, w emay vote in favour of the same.

Management Proposal

Revision of the salary of Mr. Pankaj Mital, Whole-time


The Board of Directors at their meeting held on 22nd July, 2014 as well as members of the Company at their meeting held on 25th August, 2014 had appointed Mr. Pankaj Mital as Wholetime Director under the Companies Act, 2013 designated as Chief Operating Officer for a period of 3 years w.e.f. April 1, 2014 with the range of salary of Rs. 650,000/- to Rs. 900,000/- with such annual increments at the discretion of the Board from time to time.

The revised remuneration proposed is – Basic salry of Rs 1,000,000/- per month. He shall also be entitled to other perquisites in addition to the said salary.

Since the proposal for revision in salary is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

2

31-Aug-16

For For

For For



Management Proposal

Payment of Commission to

the Non-executive Directors

At the Extra-Ordinary General Meeting of the Company held on March 18, 2013, the members had approved of the payment of commission to non Whole-time Directors of the Company not exceeding one percent per annum of the net profits of the Company for a period of five years commencing from April 1, 2012 provided that the maximum amount of commission payable shall not exceed Rs. 10 (Ten) Million per annum in any Financial Year.

Due to increase in complexity and volume of the business operations and compliances, responsibility of independent Directors has increased therefore the Board of Directors at their meeting held on May 17, 2016 has decided to pay the total commission of Rs. 12.08 million to the Independent Directors for the Financial Year 2015-16.

It is further proposed to continue with the payment of commission to non Whole-time Directors of the Company.


Management Proposal

Approve the remuneration for Cost Auditor for

the Financial Year 2016-17

The company proposes to approve the remuneration amounting to Rs. 1.25 million inclusive of out of pocket expenses incurred by them for the financial year 2016-17.


2

31-Aug-16

For For



Management Proposal

Issuance of equity shares on

preferential basis

As Sumitomo Wiring Systems Limited, Japan is desirous of maintaining their shareholding in your Company at 25% plus, it is proposed to raise capital through issuance of upto 17,800,000 Equity Shares in one or more tranches to Sumitomo Wiring Systems Limited, Japan (“SWS”), one of the promoters, through a preferential issue

Objects of the Issue: General corporate purposes including capital expenditure, expansion either in the Company or its subsidiary(ies), acquisitions or any other use as may be permitted under applicable law or regulations from time to time.

The subscribe to the offer: Sumitomo Wiring Systems Limited, one of the Promoter of the Company, has proposed to subscribe, to all the Equity Shares under the Preferential Issue.


We recommend voting in favour as these are enabling resolutions, allowing the company to raise capital

Conclusion:

Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

2

31-Aug-16

For For

For For



Management Proposal

Issuance of Foreign Currency Convertible Bond

(FCCB)

Sumitomo Wiring System Limited, Japan, one of the Promoters of the Company has proposed to further invest in the Company through a preferential issue.

As an alternative to preferential allotment in case preferential allotment cannot be completed within 15 days, your Company may consider issuance of foreign currency convertible bonds and/or other bonds or securities convertible orexchangeable into Equity Shares amounting upto EURO 75 Millions (equivalent to Rs. 5625 Millions approx.), in one or more tranches, to Sumitomo Wiring Systems Limited, Japan, one of the promoters of the Company, to enable SWS to keep its shareholding at 25% plus.



Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team , we may vote in favour of the same.

Management Proposal

Issuance of equity shares through

Qualified Institutional Placement

(“QIP”)

The company proposes to consider issue of Equity Shares up to Euro 400 Million (Equivalent to Rs. 30,000 Millions approx.) to Qualified Institutional Buyers (“QIBs” and such issuance, “QIP”).




2

31-Aug-16

For For




Management Proposal

Enhancement of the limit of holding of

Foreign Institutional

Investor / Foreign Portfolio investor

holders

It is proposed to facilitate greater FPIs and/or FIIs investment in the Company, which would not only provide depth and liquidity to the Company’s shares but will also reflect the Company’s commitment to the highest standards of disclosures, transparency and corporate governance, its operational efficiencies, global competitiveness and proven management track record, which are the preferred investment qualifications for FPIs / FIIs.

The Board of Directors of the Company at its meeting held onAugust 3 , 2016 inter-alia, proposed, to enhance the said FPIs / FIIs investment limit up to 30% (Thirty percent) of the paid-up equity capital of the Company.




Kotak Mahindra Bank

Management Proposal

Issuance of securities in the

nature of unsecured,

redeemable non-convertible

debentures/bonds on private

placement basis

The Bank has assessed its fund requirements and it is proposed that borrowings by way of securities in the nature of unsecured, redeemable non-convertible debentures/bonds be raised not exceeding Rs 5,000 crore in Indian/foreign currencies in the domestic and/or overseas markets for an amount which shall be within the overall authorized borrowing limits as per the extant guidelines. The overall borrowing limits of the Bank under Section 180(1)(c) of the Companies Act, 2013 is Rs 50,000 crore (Rupees Fifty Thousand Crore) as approved by the Members at the Annual General Meeting held on 29th June 2015. Currently, outstanding privately placed non-convertible debentures issued by the Bank aggregate to Rs 962 crore.


We recommend voting in favour of the resolution as it will help the bank increase its capital base for lending.

Conclusion:


2

31-Aug-16 For ForPunjab National Bank

ExtraOrdinary General Meeting

Management Proposal

Issue of equity shares on

preferential basis to GOI

Objects of the Preferential Issue - In an initiative to strengthen the capital adequacy of the Public Sector Banks, the Government of India decided to raise its holding in these Public Sector Banks (PSBs). Accordingly GoI has decided to infuse a sum of Rs 2816 crore in Punjab National Bank by way of preferential allotment of equity in favour of Government of India. However, 75% of the amount i.e. Rs 2112 crores shall be released immediately and remaining 25% shall be released only after achieving certain business benchmarks by December 2016 or earlier.

Shareholder approval is therefore sought for issue of 16,40,77,066 Equity Shares of ` 2/- each fully paid for cash at a premium of Rs 126.72 determined in accordance with Regulation 76(1) of SEBI (ICDR) Regulations, through preferential issue of equity shares in favour of the GoI, as per SEBI guidelines, up to an amount of Rs 2112 crores.

Shareholding pattern before and after the issue:Sr No. Category Before the Issue After the Issue No. of shares held % of shareholding No. of shares held % of shareholdingA Promoter’s Holding (GoI) 121,90,88,455 62.08% 138,31,65,521 65.01%B Non – Promoter Holding 74,45,09,035 37.92% 74,45,09,035 34.99% Total 196,35,97,490 100.00 212,76,74,556 100.00


We recommend voting in favour of the resolution as it will help the bank increase its capital base under Basel-3 norms.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration the recommendation of equity research team;we may vote in favour of the same.

2

1-Sep-16 Bosch Limited For For

For For We recommend voting in favour of declaration for the financial year ended March 31, 2016.

For For


Management Proposal


Statements (Standalone and

Consolidated) for the


2016.


The Company has incurred total expenses of Rs 91,363 million as on 31st March, 2016 as compared to Rs106, 669 million as on 31st March, 2015.


Consolidated:

The Company has earned total revenue of Rs 109,954 million as on 31st March, 2016.

The Company has incurred total expenses of Rs 91,363 million as on 31st March, 2016.

Net profit Rs 12,459 million as on 31st March, 2016. The Auditors Reports dated May 25, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

Declaration of a dividend.

Management Proposal

Re-appointment of Mr. Soumitra

Bhattacharya as a Director.

Mr. Soumitra Bhattacharya was appointed as the Joint Managing Director of the Company with effect from January 01, 2013 for a period of four years. His current term as Joint Managing Director will end on December 31, 2016. He holds the qualification of Chartered Accountancy. During his tenure with the Bosch Group he has served as Commercial Director of Robert Bosch Turkey and General Manager at the Feuerbach Plant. Before his appointment to the Board, he served the Company as Vice President responsible for commercial functions at Company’s Nashik and Jaipur Plants and in charge of Corporate Planning & Controlling for the Company. He is also the Chief Financial Officer of the Company.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.


Since the appointment is in accordance wit hthe applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2

1-Sep-16 Bosch Limited

For For

For For


Management Proposal

Ratification of Appointment of

Price Waterhouse & Co Bangalore LLP (Regn. No.

007567S/S-200012)

Chartered Accountants, as Auditors of the

Company.

The company proposes to ratify the appointment of Price Waterhouse & Co., Bangalore LLP, Chartered Accountants, as auditors of the company for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.

Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same

Management Proposal

Re-appointment of Dr. Steffen

Berns as a Managing

Director with effect from

January 01, 2017.

Shri Steffen Bems holds the qualification of Mechanical Engineer from Darmstadt Technical University, Germany and a Doctorate in Engineering from Technical University of Aachen, Germany. He served the Company as General Manager - R&D and OE Sales during 1996-1998. From 1998 to 1999, he held the position of President of Robert Bosch India Limited (Presently Robert Bosch Engineering and Business Solutions Private Limited). He then returned to parent company - Robert Bosch GmbH as Senior Vice-President, Diesel Systems division and subsequently Executive Vice President, Gasoline Systems Division. He joined the Company from September 01, 2012 and was appointed as the Managing Director of the Company with effect from January 01, 2013.

The current salary drawn by Dr. Berns is Rs 28,814,576 gross p.a. (comprising of an Euro component of Euro 190,547 payable at the Exchange rate on the salary day and a Rupee component of Rs 14,675,995) in the range of Rs 18,000,000 gross p.a. to Rs 30,000,000 gross p.a. in line with the approval of shareholders at the 61st Annual General Meeting.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company.


2


For For

For For


Management Proposal

Re-appointment of Mr. Soumitra Bhattacharya as Joint Managing Director with effect from

January 01, 2017

Mr. Soumitra Bhattacharya was appointed as the Joint Managing Director of the Company with effect from January 01, 2013 for a period of four years. His current term as Joint Managing Director will end on December 31, 2016.

Considering his expertise, overall performance and organizational requirements, the Nomination and Remuneration Committee at their meeting held on May 25, 2016 recommended his re-appointment as Joint Managing Director for a term of three years and six months commencing from January 01, 2017. The Board of Directors, based on the recommendation of NRC, re-appointed Mr. Bhattacharya for a period of three years and six months from January 01, 2017. The main terms and conditions of re-appointment are as under:

1. Term:

From 01.01.2017 to 30.06.2020

2. (a) Base Salary:

Annual base salary shall be Rs19,161,360 gross p.a. in the range of Rs 15,000,000 gross p.a. to Rs 50,000,000 gross p.a.; revisions/increments being at the discretion of the Board.

He shall also be entitled to other perquisites in addition to the said salary.

The Director has100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.


Management Proposal


payable to Cost Auditors.

The Company proposes to ratify the remuneration of Rs 600,000 payable to Messrs Rao, Murthy & Associates, Cost Accountants for the financial year ending March 2017.


2


For For


Management Proposal

Approval of Alteration of the


Company

It is now proposed to have a new set of Articles of Association, the provisions of which are consistent with the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and the Rules framed thereunder. The change is necessitated as many provisions of the Companies Act, 1956 have been repealed, some have become redundant and new concepts have been introduced under the Companies Act, 2013.

The new AoA is to be substituted in place of the existing AoA. Members attention is invited to certain salient features in the new AoA of the Company viz:

i. Various existing Articles have been aligned to the Act;ii. Provisions relating to the use of electronic medium by the Members and the Directors have been incorporated;iii. Provisions relating to the appointment of Key Managerial Personnel have been added; andiv. The statutory provisions of the Act which permit a company to do some acts “if so authorized by its articles” or provisions which require a company to do acts in a prescribed manner “unless the articles otherwise provide” have been specifically included.


2

1-Sep-16 For For

For For We recommend voting in favour of confirmation of interim dividend declared.

For For

Reliance Industries Limited


Management Proposal

To consider and adopt (a) the

audited financial statement of the Company for the


2016 and the reports of the


Auditors thereon; and (b) the

audited consolidated

financial statement of the Company for the


2016 and the report of the

Auditors thereon

The Company has earned total revenue of Rs 2,40,740 crores as on 31st March, 2016 as compared to Rs 3,37,797 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 2,05,039 crores as on 31st March, 2016 as compared to Rs 3,08,329 crores as on 31st March, 2015.

Net profit Rs 27,417 crores as on 31st March, 2016 as compared to Rs 22,719 crores as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 2,84,790 crores as on 31st March, 2016 as compared to Rs 3,84,048 crores as on 31st March, 2015.

The Company has incurred total expenses of Rs 2,48,811 crores as on 31st March, 2016 as compared to Rs 3,52,934 crores as on 31st March, 2015.

Net profit Rs 27,630 crores as on 31st March, 2016 as compared to Rs 23,566 crores as on 31st March, 2015.The Auditors Reports dated April 22, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To confirm interim dividend

declared

Management Proposal

To appoint a Director in place of Shri Nikhil R. Meswani (DIN



Shri Nikhil holds the qualification of Chemical Engineer from University Institute of Chemical Technology (UICT), Mumbai. He was first appointed on the Board w.e.f June 26, 1986.

The Director has 90% attendance in Board Meetings and has also attended the previous annual general meeting. He holds directorship in 1 other company.



2

1-Sep-16

For For

For For

For For



Management Proposal


of Shri Pawan Kumar Kapil

(DIN 02460200), who retires by

rotation and being eligible, offers himself for re-appointment

Shri Pawan Kumar was first appointed on the Board with effect from May 16, 2010. He holds the qualification of Chemaical Engineering.




Management Proposal

To appoint Auditors and fix

their remuneration

The company proposes to appoint M/s. Deloitte Haskins &Sells LLP, Chartered Accountants for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

To ratify the remuneration of


2017

The company proposes to ratify the remuneration of Cost Auditors for the financial year ending March 31, 2017.

The remuneration proposed is as under:1. M.s Diwanji & Associates – Rs 8.35 lakhs2. M/s K G Goyal & Associates – Rs 3.61 lakhs 3. M/s V J Talati & Co. – Rs 8.25 lakhs 4. M/s Suresh D Shenoy – Rs 7.63 lakhs 5. M/s V Kumar & Associates – Rs 5.21 lakhs6. M/s Kiran J Mehta & Co. – Rs 3.64 lakhs7. M/s Shome & Banerjee – Rs 7.89 lakhs8. Dilip M Malkar – Rs 6.51 lakhs9. M/s Shome & Banerjee (Lead Auditors) – Rs 7 Lkahs


2

1-Sep-16

For For

7-Sep-16 For For



Management Proposal

To approve offer or invitation to

subscribe to Redeemable Non-

Convertible Debentures on

private placement

The members of the Company, at the Forty-first Annual General Meeting held on June 12, 2015, had passed a special resolution authorising the Board of Directors of the Company to offer or invite subscriptions for redeemable non-convertible debentures, in one or more series / tranches, aggregating up to Rs 10,000 crore on private placement.


With regards to according of approval to board of directors to raise debt via Non-convertible debentures, we recommend voting favor.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

Vedanta Limited


Management Proposal

To approve the proposed scheme of arrangement of

Cairn India Limited with

Vedanta Limited and their

respective shareholders and

creditors

Background of the Scheme:

a) The Transferee Company is a flagship Company of Vedanta Group and ranks among India’s largest metals and mining companies. The Transferee Company is a metals and mining company with business interests in copper, iron, aluminium and zinc on consolidated basis power generation.

b) The Transferor Company was set up with the objective of oil and gas exploration, development and production, and today the Transferor Company continues to engage in this business.

c) The Scheme provides for the amalgamation of the Transferor Company with the Transferee / Applicant Company and issuance of equity shares and preference shares by the Transferee / Applicant Company to the public shareholders of the Transferor Company in consideration of the amalgamation as set out in the Scheme and consequent transfer and vesting of all the assets, liabilities, contracts, employees, licenses, records, approvals, etc. of the Transferor Company to the Applicant Company. Upon the Scheme becoming effective, no shares will be issued to the Applicant Company and its subsidiaries against the shares held by them in the Transferor Company.

d) Upon Scheme being implemented, the Transferor Company will stand dissolved without winding up and without any further act by the parties to the Scheme. On and from the Effective Date (as defined hereinafter), the name of the Transferor Company shall be stuck off from the records of the Registrar of Companies, Mumbai.

Rationale of the Scheme:

The rationale for the proposed amalgamation of the Transferor Company with the Applicant Company is, inter alia, as follows:

The Scheme is expected to achieve the following benefits:

1. Consolidation and simplification of the group structure

2

7-Sep-16

For For

Vedanta Limited


Management Proposal

To approve the reduction of capital of the

Company by an adjustment

against / utilisation of the capital reserve

andsecurities

premium account of the Company

1. The Board of Directors of the Applicant Company, at its meeting held on 14 June, 2015 and dated 22 July, 2016, unanimously approved the Scheme between Cairn India and the Applicant Company. The proposed amalgamation provides for amalgamation of the entire undertaking of Cairn India with the Applicant Company.

2. Upon the Scheme becoming effective (as defined in the Scheme), the carrying amount of investment in Sesa Resources Limited by the Applicant Company shall be restated to the amount of the net book value of assets of Sesa Resources Limited, as at the Appointed Date (as defined in the Scheme), other than the carrying amount of investment in Cairn India by Sesa Resources Limited and the difference arising on such restating shall be adjusted against the Securities Premium Account of the Applicant Company, as an integral part of the Scheme.

3. Upon the Scheme becoming effective (as defined in the Scheme), the value of the investments in Cairn India by the Applicant Company, shall be adjusted against the balance in the capital reserve of the Applicant Company and the balance, if any, in Securities Premium Account of the Applicant Company, on cancellation of such investments.


Comments of equity research team : We recommend voting in favour of the merger as the merger will prop up Vedanta valuations as the holding company discount on Cairn would be off; and it will also help the company reduce its debts due to increased cash fungiblity.

2

7-Sep-16 Postal Ballot For For

For For

Oracle Financial Services Software Limited

Management Proposal

Adoption of Balance sheet as

on March 31, 2016, the

statement of profit and loss for the year ended on that date and the

report of the Board of


The Company has earned total revenue of Rs 36,733,000,000 lakhs as on 31st March, 2016 as compared to Rs 37,170,000,000 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 21,722,000,000 lakhs as on 31st March, 2016 as compared to Rs 21,034,000,000 lakhs as on 31st March, 2015.

Net profit Rs 9,289,000,000 lakhs as on 31st March, 2016 as compared to Rs 10,580,000,000 lakhs as on 31st March, 2015.

Consolidated:






Management Proposal

Appointment of a Director in place of Mr Robert K

Weiler(DIN: 01531399), who

retires by rotation and being eligible offers himself for re-appointment

Mr Robert is an Executive Vice President of Oracle’s Global Business Units. He has more than 36 years of technology industry leadership experience.

The Director has 70 % attendance in Board meetings and has not attended the previous Annual General Meeting. He does not hold directorships in any other company.

The Director is liable to retire by roation and being eligible offers himself for re-appointment.


2

7-Sep-16 Postal Ballot

For For

For For

For For


Management Proposal

Appointment of a Director in place of Mr Harinderjit

Singh (DIN: 06629566) , who

retires by vrotation and being eligible


Mr Harinderjit Singh is Senior Vice President and General Manager of Oracle’s Financial Services Global Business Unit. He holds the qualification of a master’s degree in industrial engineering from Stanford University. He has been instrumental in leading the creation and execution of highly successful corporate, business unit and new market strategies that produce strong top-line impact across all of Oracle’s hardware, software and service product lines.

The Director has around 50 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other company.



Management Proposal

Declaration of final dividend of Rs 100 per equity

share for the financial year


We recommend voting in favour of declaration of final dividend of Rs 100 per equity share for the financial year ended March 31, 2016.

Management Proposal


M/S S R Batliboi & Associates , LLP, Chartered Accountants as

Statutory Auditors of the company and to


The company proposes to ratify the appointment of M/s S R Batliboi & Associates, LLP, Chartered Accounts as Statutory Auditors of the company for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting and to fix their remuneration.


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Management Proposal


M/S S R Batliboi & Associates , LLP, Chartered Accountants as Branch Auditors of the company and to fix their remuneration

The company proposes to ratify the appointment of M/s S R Batliboi & Associates, LLP, Chartered Accountants as Branch Auditors of the company for a period of one year from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting and to fix their remuneration.


Management Proposal

Re-appointment and terms of remuneration payable to Mr

Chaitanya Kamat (DIN: 00969094)

as Managing Director and CEO of the Company for the next five

years

Mr Chaitanya Kamat is the Managing Director and CEO of the Company since October 25, 2010. He holds the qualification of Masters in Computer Science from the University of Mumbai and a Post Graduate Diploma in Management from IIM, Ahmedabad.

He has over 30 years of financial services, consulting and business transformation experience. His expertise in banking transformation has driven strong topline impact for both the products and services business at Oracle Financial Services Software.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other company. Since the re-appointment is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

Payment of Commission to Non- Executive Directors of the company for the next five years

In terms of the provisions of Section 197(1) of the Companies Act, 2013 and other applicable provisions and Article 99 of the Articles of Association of the company, a Director who is neither in Whole-time employment of the company nor a Managing Director may be paid remuneration by way of Commission not exceeding 1% of the net profits of the company.

The company proposes to continue to pay remuneration to the Non- Executive Directors of the Company for a further period of five years from April 1, 2017 till March 31, 2022.

Since the proposal is in conformity with the applicable provisions of the Compaies Act, 2013, we may vote in favour of the same.

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For For We recommend voting in favor of the resolution for declaration of dividend on equity shares.

Maruti Suzuki India Limited


Management Proposal


adopt the financial

statements of the Company for the year ended 31st

March 2016 including the

audited Balance Sheet as at 31st March 2016, the

statement of Profit and Loss

for the year ended on that date and the reports of the


Auditors thereon.




Consolidated:




The Auditors Reports dated April 26, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


equity shares

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Management Proposal


of Mr. R.C.Bhargava



Mr. R. C. Bhargava, topper of Indian Administrative Service examination of 1956 and holds the qualification of Master of Sciences in Mathematics from Allahabad University besides Master of Arts in Developmental Economics from Williams College, Williams town, MA, USA.

In 1992, when Suzuki Motor Corporation acquired 50% equity stake in MSIL, he continued as the Managing Director until his retirement in August, 1997.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 7 other public companies.



Management Proposal

To appoint a director in place of Mr. Kazuhiko

Ayabe (DIN: 02917011), who


eligible, offers himself for

reappointment.

Mr. Kazuhiko Ayabe did his graduation from Department of Mechanical Engineering, College of Sophia University. His area of specialization is ‘Purchasing and Vehicle Body Design’. He joined Suzuki Motor Corporation, Japan in April, 1980 and was assigned automobile body design department. In 2003, he was transferred to ‘Vehicle Line I’ followed by Purchase Department in the year 2006.

He joined Maruti Suzuki India Limited (MSIL) in 2009 as Executive Officer (Supply Chain) and was appointed as a whole-time director with effect from 28th April, 2012. He ceased to be the whole-time director in January 2016 but continued to be a non-executive director.

TheDirector has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 2 other public companies.



Management Proposal

Appointment of M/s Deloitte

Haskins & Sells LLP as Auditors.

The company proposes to appoint M/s Deloitte Haskins & Sells LLP as Auditors of the company for a period of five years commencing from the conclusion of the Annual General Meeting.


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Management Proposal

Re-appointment of Mr. Kenichi

Ayukawa as Managing

Director and Chief Executive

Officer.

Mr. Kenichi Ayukawa was re-appointed as Managing Director and Chief Executive Officer with effect from 1st April, 2016 for a period of three years on the existing remuneration. He was first appointed as director on the board of the Company on 21st July, 2008.

He is a law graduate from Osaka University, Japan. Mr. Ayukawa joined Suzuki Motor Corporation in 1980 and worked at various levels there including General Manager, Overseas Marketing Administration Department and Managing Director of Pak Suzuki Motor Company Limited.



Management Proposal

Re-appointment of Mr. Toshiaki Hasuike as Joint

Managing Director.

Mr. Toshiaki Hasuike was re-appointed as Joint Managing Director with effect from 27th April, 2016 for a period of three years on the existing remuneration. He was first appointed as director on the board of the Company on 27th April, 2013.

He is a graduate in Mechanical Studies, Faculty of Engineering, MEIJI University, Japan. He joined Suzuki Motor Corporation (SMC) in 1980 and worked at various levels there including Department General Manager and was appointed as Automobile Engineering Managing Officer & Deputy Executive General Manager in 2006. He heads supply chain, engineering, production and quality.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other public companies.

Since the re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of out company, we may vote in favour of the same.

Management Proposal

Ratification of remuneration of M/s R.J.Goel &

Co., the cost auditors.

The company proposes to ratify the remuneration of Rs 2,00,000/- payable to M/s R J Goel & Co., the Cost Auditors.


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Hindustan Petroleum Corporation Limited


Management Proposal



Statement of the Corporation for

the Financial Year ended

March 31, 2016 and Reports of the Board of Directors and

Auditors thereon.

The Company has earned total revenue of Rs 1,807,090,000,000 lakhs as on 31st March, 2016 as compared to Rs 2,083,320,000,000 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 1,749,660,000,000 lakhs as on 31st March, 2016 as compared to Rs 2,041,830,000,000 lakhs as on 31st March, 2015.


Consolidated:The Company has earned total revenue of Rs 188,7360,000,000 lakhs as on 31st March, 2016 as compared to Rs 218,5090,000,000 lakhs as on 31st March, 2015. The Company has incurred total expenses of Rs 181,7740,000,000 lakhs as on 31st March, 2016 as compared to Rs 216,230,000,000 lakhs as on 31st March, 2015.Net profit Rs 6,9540,000,000 lakhs as on 31st March, 2016 as compared to Rs 2,2300,000,000 lakhs as on 31st March, 2015.

Emphasis of matter:

The Company has less than the minimum number of Independent Directors required in terms of the provisions contained in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. Pending such appointment, these financial statements have been reviewed and recommended to the Board of Directors by the Audit Committee consisting of only one Independent Director.

The Auditors Reports dated August 1, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To confirm interim Equity

dividends declared for

Financial Year 2015-16 and to approve Final

Equity Dividend for the FinancialYear 2015-16.

We recommend voting in favour of interim equity dividends declared for the financial year 2015-16 and to approve the final equity dividend for the financial year 2015-16.

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Management Proposal


of Shri Pushp Kumar Joshi

(DIN05323634), who retires by



Shri Pushp Joshi was appointed on the Board w.e.f August 01, 2012. He holds the qualificication of B.A., LLB, PG (PM&IR) XLRI.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 4other public companies.


Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.Shri Pushp Joshi was appointed on the Board w.e.f August 01, 2012. He holds the qualificication of B.A., LLB, PG (PM&IR) XLRI.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 4other public companies.



Management Proposal


of Shri Y.K. Gawali

(DIN05294482), who retires by


himself forReappointment

Shri Y K Gawali was appointed on the Board w.e.f October 10, 2014. He holds the qualification of B.E (Civil).

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other company.



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Management Proposal

To consider an increase in the Remuneration

payable to Statutory

Auditors for Financial Year

2015-16 from Rs 30 lakhs to Rs 41

lakhs.

The company proposes to increase the remuneration payable to statutory Auditors for financial year 2015-16 from Rs 30 lakhs to Rs 41 lakhs.


Management Proposal

Appointment of Shri J.

Ramaswamy (DIN06627920)

as Director of the Corporation

Shri J Ramaswamy was appointed on the Board w.e.f October 1, 2015. He is a Chartered Accountant.

The Director was appointed during the financial year under review, 5 Board Meeings were held post his appointment, he has attended all the Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 6 other companies.


Management Proposal

Appointment of Shri Ram Niwas

Jain (DIN00671720) as Independent Director of the Corporation.

Shri Ram Niwas was appointed on the Board w.e.f November 20, 2015. He holds the qualification of B.E (Mech.).

The Director was appointed duing the financial year under review, 4 Board Meetings were held post his appointment, he has attended 3 meetings. He holds qualification in 3 other companies. Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

Appointment of Ms. Urvashi

Sadhwani (DIN03487195)

as Director of the Corporation

Ms Urvashi was appointed on the Board w.e.f January 4, 2016. He holds the qualification of Post Graduate in Business Economics, M.Phil Indian Economic Service.

The Director was appointed during the financial year under review 4 Board Meetings were heldpost his appointment, he has attended all the 4 meetings. She does not hold directorship in any other company.


Management Proposal

Appointment of Shri Mukesh

Kumar Surana (DIN07464675) as Chairman &

Managing Director of the Corporation.

Mr Mukesh Kumar Surana was appointed on the Board w.e.f April 1, 2016. He holds the qualification of B.E. (Mech.) Master in Financial Management.


Since the appointemt is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Payment of Remuneration to Cost Auditors for

Financial Year 2016-17

The company proposes to ratify the remuneration payable to Cost Auditors for the financial year 2016-17 amounting to Rs 1,60,000 payable to M/s R Nanabhoy & Co. and Rs 1,35,000 payable to CMA Rohit J Vora.


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Management Proposal


Party Transactions:

M/s. HPCL Mittal Energy Limited (HMEL), a Joint Venture Company, is a “Related Party” as defined under Section 2 (76) of the Companies Act, 2013 and regulations 2 (1)(zb) of the SEBI (Listing obligations and Disclosure Requirements ) Regulation,2015.

The Corporation proposes to enter into certain business transactions with M/s. HPCL Mittal Energy Limited during Financial Year 2016-17. These transactions are estimated at Rs.53,928.88 Crores for F.Y. 2016-17 which are likely to exceed 10% of the Annual Consolidated Turnover of the Company as per the Last Audited Financial Statements of the Corporation.


We recommend voting in favour of material related party transaction.

Conclusion:


Management Proposal

Approval to amend the Articles of

Association of the Company for increase in the

Number of Directors

With the proposed addition of one more Whole Time Director, the composition of HPCL Board would be six Whole Time Directors and two Directors representing Government, with required equal number of Independent Directors, aggregating to sixteen Directors.In view of the above position and also considering the future need, the Board of the company proposes to amend Article 109 of the Articles of Association of the Company for increasing the number of Directors on the board from 15 (Fifteen) to 20 (Twenty).

Since the proposal is in accordance with the applicable provisions in this regard, we may vote in favor of the same.

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Management Proposal

To increase Authorized

Capital of the Company and

amend the Capital Clause in the

Memorandum of Association &

Article of Association of the

Company.

Presently, the Authorized Share Capital of your Company is Rs.350,00,00,000 divided into 34,92,50,00,000 Equity Shares of Rs.10 each aggregating to Rs.349,25,00,000 and 75,000 Preference Rs.100 aggregating Rs.75,00,000. Considering the outstanding reserves of the Corporation, the Board of Directors of the Corporation have recommended Capitalisation of Reserves of Rs.677,25,45,000 standing to the credit of Security Premium /Free Reserves as on 31/03/2016 and issue of Bonus Shares to the eligible shareholders in the ratio of 2 (Two) Bonus Equity Shares of Rs.10/- each for every 1 (one) Equity Share held with the approval of the Members.

Comments of equity research team:We recommend voting in favour of bonus issue of shares as these are viewed positively by investors.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard, we may vote in favour.Management

ProposalTo capitalize

Reserves of the Company and to

issue Bonus Shares

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Indiabulls Housing Finance Limited


Management Proposal

Adoption of the audited Balance

Sheet as at March 31, 2016, the Statement of

Profit and Loss for the financial year ended on

that date and the reports of the


auditors thereon.




Consolidated:




The Auditors Reports dated April 25, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal


interim dividends, declared on

equity shares for the financial year

2015-16.

We recommend voting in favour of payment of interim dividends declared on equityshare for the financial year 2015-16.

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Management Proposal

Re-appointment of Mr. Gagan

Banga (DIN:00010894),

an Executive Director

designated as Vice-Chairman and Managing

Director, who is liable to retire by

rotation and, being eligible


Shri Gagan is an Executive Director, is designated as Vice-Chairman and Managing Director of the Company.He holds a Post-Graduate Diploma in Management from the Goa Institute of Management.He was appointed on the Board w.e.f May 10, 2005.

The Director has 100 % attendance in Board Meetings and has not attended the previous Annual General Meeting. He does not hold directorship in any other company.



Management Proposal

Re-appointment of Mrs. Manjari Ashok Kacker

(DIN: 06945359), Non-Executive Director, who is liable to retire by

rotation and, being eligible

offers herself for re-appointment.

Mrs. Manjari Ashok Kacker, holds a Master’s Degree in Chemistry from University of Kanpur and Diploma in Business Administration (JBIMS). She was a member of Indian Revenue Services and retired as a Member of Central Board of Direct Taxes (CBDT), in the rank of Special Secretary to the Government of India.She was appointed on the Board w.e.f September 29, 2014.

The Director has 60% attendance in Board Meetings and has not attended the previous Annual General Meeting. She holds directorships in 4 other companies. The Director is liable to retire by rotation and being eligible offers himself for re-appointment.


Management Proposal


Messers Deloitte Haskins & Sells LLP, Chartered

Accountants (Regn. No.

117366W/W-100018), as the auditors of the Company and

fixing their remuneration.

The company proposes to ratify the appointment of Messers Deloitte Haskins & Sells LLP, Chartered Accountants for a perod of one year commencing from the conclusion of this annual genera meeting until the conclusion of the ensuing annual general meeting.


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Management Proposal

Approval for increase in

borrowing powers of the Company

upto INR 125,000 Crore.

The Shareholders of Company in their 10th Annual General Meeting held on 7th September, 2015 approved the borrowing upto INR 100,000 Crores. However in order to sustain growth of Company’s business, substantial funds are required to be raised by it from various Banks / Institutions /Corporates / Entities etc. which may exceed the limit earlier approved by the Shareholders.

It is therefore proposed to increase the borrowing limit of the Company from INR 100,000 Crores to INR 125,000 Crores.

Comments of equity research team:We recommend voting in favour of the resolution.


Management Proposal

Approval to issue of Non-

Convertible Debentures and/or other

hybrid instruments on a

private placement basis, upto the

borrowing limit of INR 125,000

Crore.

The shareholders of the Company in their 10th Annual General Meeting held on September 7, 2015 have authorized the Company to issue NCDs. However such authorization shall remain valid up till September 6, 2016.

To get this authorization extended upto a further period of one year from the date of this meeting, approval of the members is being sought to enable the Board to issue NCDs, secured or unsecured and / or any other hybrid instruments, which can be classified as being Tier II capital, under the provisions of the Housing Finance Companies (NHB) Directions 2010, on a private placement basis, upto INR 125,000 Crore, the borrowing limits of the Company.

Comments of equity research team:We recommend voting in favour of the resolution


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Management Proposal

Approval for conversion of

loan into equity, subject to

exercise of rights by the lenders

only in the event of persistent

defaults by the Company in the repayments of loans and/or

interest thereon.

To enable the Company to borrow monies, from time to time, within the overall borrowing limits of the Company, in compliance with Reserve Bank of India circular dated June 8, 2015, bearing reference number DBR.BP.BC.101 / 21.04.132 / 2014-15 for strategic debt restructuring, the Company is required to enable the Banks and Financial Institutions (hereinafter referred to as the “Lenders”) to convert the outstanding loans or any other financial assistance, whether already availed or to be availed by the Company.

Comments of equity research team:We recommend voting in favour of the resolution.


Management Proposal

Re-appointment of Justice

Bisheshwar Prasad Singh (Retd. Justice

Supreme Court of India) (DIN:

06949954), as an Independent


Justice Bisheshwar Prasad Singh is a retired Judge of Supreme Court of India. Before hiselevation to Supreme Court of India, he was the Chief Justice of Bombay High Court, andprior to which he has also served as a Judge of Patna High Court and of Karnatka High Court. Justice Singh is an honors graduate from Delhi University and also holds Bachelor of Laws Degree from the Delhi University.

He was appointed on the Board w.e.f September 29, 2014. The Board of the company has recommended his re-appointments as independent director(s) of the Company for another term of 5 years from September 29, 2016 to September 28, 2021.

The Director has 90 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other public company.


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Management Proposal

Re-appointment of Brig. Labh Singh Sitara

(Retd.) (DIN: 01724648), as an


Company

Brigadier (Retd.) Labh Singh Sitara, had a career spanning three decades in Indian Army during which he led troops both in war and peace. He has also been awarded Dhyan Chand Award, which is India’s highest award for lifetime achievement in sports and games and had also won three medals in the Asian Games.

He is an Honorary Sports Advisor to the Sports Department of the Government of Punjab and is also a member of the Punjab Sports Council and Vice President of District Sainik Welfare Department of the Government of Punjab. He holds a bachelor degree in economics from Punjab University, Chandigarh. As a distinguished army officer and an Olympian, he has under gone staff training at the Defence Services Staff College, Wellington, Nilgiris.

He was appointed on the Board w.e.f September 29, 2014. The Board of the company has recommended his re-appointments as independent director(s) of the Company for another term of 5 years from September 29, 2016 to September 28, 2021.

The Director has 90 % attendance in Board Meetings and has not attended the previous Annual General Meeting. He holds directorships in 8 other public companies.


Management Proposal

Re-appointment of Mr. Shamsher Singh Ahlawat

(DIN: 00017480), as an Independent


Mr. Shamsher Singh Ahlawat, an Ex-banker, retired at a senior managerial position fromState Bank of India. He has over 20 years of rich and varied experience at different seniorlevel positions with the Bank in the areas of Commercial Banking, Merchant Banking andCredit Division. He holds the qualification of a post graduate degree in history from St. Stephens College, New Delhi.

He was appointed on the Board w.e.f March 19, 2013. The Board of the company has recommended his re-appointments as independent director(s) of the Company for another term of 5 years from September 29, 2016 to September 28, 2021.

The Director has 90 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 6 other public companies.Since the proposal for re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

Re-appointment of Mr. Prem

Prakash Mirdha (DIN: 01352748), as an Independent


Mr. Prem Prakash Mirdha is an Industrialist with interests in the cement business. He has over 20 years of rich and varied experience in the areas of administration, finance, regulatory and projects execution. Prior to this, he had a long stint of 11 years with the merchant navy.

He was appointed on the Board w.e.f March 19, 2013. The Board of the company has recommended his re-appointments as independent director(s) of the Company for another term of 5 years from September 29, 2016 to September 28, 2021.



Management Proposal

Appointment of Justice Gyan Sudha Misra (Retd. Justice

Supreme Court of India) (DIN:

07577265), as an Independent


Justice Gyan Sudha Misra is a retired Judge of Supreme Court of India. Before her elevation to Supreme Court of India, she was the Chief Justice of Jharkhand High Court, prior to which she has also served as a Judge of Patna High Court and of Rajasthan High Court. Before joining the Judiciary, she practiced law for around 21 years in the Supreme Court of India specializing in civil, criminal & constitutional matters.

She was also actively associated with the activities of the lawyers and the legal profession and served as a Treasurer, Joint Secretary, and Member Executive Committee of the Supreme Court Bar Association, several times. Justice Misra holds Graduate Degree in Law and Post Graduate Degree in Political Science from the Patna University.

The Board of Directors of the Company has proposed the appointment of Justice Gyan Sudha Misra (Retd. Justice – Supreme Court of India) (DIN: 07577265), as an Independent Director of the Company for a period of 2 (two) years, effective from September 29, 2016 till September 28, 2018.

Since the Director was appointed post the financial year under review, her attendance in Board Meetings is unavailable for consideration. She does not hold directorship in any other company.


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11-Sep-16 Postal Ballot For ForBharat Electronics Limited

Management Proposal


shares not exceeding 25% of the total number of equity shares in the paid up

share capital of the company.

Necessity for the Buyback:

Share buyback is the acquisition by a company of its own shares. The objective is to return surplus cash to the members holding equity shares of the Company. The Board at its meeting held on 5th August 2016, considered the accumulated free reserves as well as the cash liquidity reflected in the audited accounts for the financial year ended 31st March, 2016 and considering these, the Board decided to allocate a sum of not exceeding Rs 2171, 15, 56,379 for returning to the members holding equity shares of the Company through the Buyback.

After considering several factors and benefits to the members holding equity shares of the Company, the Board decided to recommend Buyback of not exceeding 1, 66, 37,207 equity shares (representing 6.93% of the total number of equity shares in the paid-up share capital of the Company) at a price of Rs 1,305/- per equity share for an aggregate consideration of not exceeding Rs 2171, 15, 56,379. Buyback is a more efficient form of returning surplus cash to the members holding equity shares of the Company, inter-alia, for the following reasons:

i. The Buyback will help the Company to return surplus cash to its members holding equity shares broadly in proportion to their shareholding, thereby, enhancing the overall return to members;

ii. The Buyback, which is being implemented through the Tender Offer route as prescribed under the Buyback Regulations, would involve allocation of higher of number of shares as per their entitlement or 15% of the number of shares to be bought back, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder”;

iii. The Buyback may help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders’value;

iv. The Buyback gives an option to the members holding equity shares of the Company, who can choose to participate and get cash in lieu of equity shares to be accepted under the Buyback offer or they may choose not to participate and enjoy a resultant increase in their

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11-Sep-16 Postal BallotBharat Electronics Limited

v. Optimizes the capital structure.

The aggregate paid-up share capital and free reserves as at March 31, 2016 is Rs 86,84,62,25,517. Under the provisions of the Companies Act, the fundsdeployed for the Buyback cannot exceed 25% of the aggregate of the fully paid-up share capital and free reserves of the Company i.e. Rs 2171,15,56,379/- The maximum amount proposed to be utilized for the Buyback, is not exceeding Rs 2171,15,56,379/- and is therefore within the limit of 25% ofaggregate of fully paid-up share capital and free reserves as per the audited accounts of the Company for the financial year ended March 31, 2016Comments of equity research team:

We recommend voting in favour of buyback of equity shares not exceeding 25% of the total number of equity shares in the paid up share capital of the company.

Conclusion:


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Hindalco Industries Limited


Management Proposal

Adoption of the Audited fi nancial

statements (including Audited


Statements) for the fi nancial year


Reports of Directors’ and

Auditors’ thereon.

The Company has earned total revenue of Rs 3,538,4 00,000 lakhs as on 31st March, 2016 as compared to Rs 3, 540,700,000 lakhs as on 31st March, 2015.


Net profit Rs 60,700,000 lakhs as on 31st March, 2016 as compared to Rs 92,500,000 lakhs as on 31st March, 2015.

Consolidated:






Management Proposal

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

We recommend voting in favour of the resolution for declaration of dividend for the year ended 31st March, 2016.

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Management Proposal

Re-appointment of Smt. Rajashree

Birla, Director retiring by rotation.

Smt Rajashree was appointed on the Board w.e.f March 15, 1996. She holds the qualification of B.A. and is an Industrialist.

The Director has 60 % attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorships in 7 other public companies.



Management Proposal

Re-appointment of Mr. D.

Bhattacharya, Director, retiring

by rotation.

Mr D Bhattacharya was appointed on the Board w.e.f April 30, 2003. He holds the qualification of B.E (Chemicals) from IIT and has expertise in the field of industry and management.




Management Proposal


Statutory Auditors viz. M/s

Singhi & Co.

The company proposes to ratify th appointment of M/s Singhi & Co., for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.


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Management Proposal


the Cost Auditors viz. M/s

Nanabhoy & Co. for the fi nancial year ending 31st

March, 2017.

The company proposes to ratify the remuneration payable to M.s Nanabhoy & Co. for the financial year ending March 31, 2017.


Management Proposal


Mr. Girish Dave as an Independent

Director.

Shri Girish Dave was appointed on the Board w.e.f May 05, 2016. He holds the qualification of M.Com, LLB and CAIIB and has expertise as an Advocate and Corporate Advisor.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He holds directorships in 5 other public companies.


Management Proposal

Approval for charging fees for

delivery of documents through a

particular mode to members.

Since the proposal is in accordance with the applicable provisions in this regard, wemay vote in favour of the same.

Management Proposal

Approval for offer or invitation

to subscribe to Non-Convertible Debentures on a

private placement basis.

The company proposes to offer or invite subscription to non-convertible debentures, on such terms and conditions, including the issue price of the NCDs, upto an amount not exceeding Rs 6000 crores , from time to time until September 13, 2017.


We recommend voting in favour of item 9 for raising NCDs as its required for ongoing business.Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

2

12-Sep-16

For For

For For



Management Proposal


Mr. Satish Pai as the Managing

Director.

Shri Satish Pai was appointed on the Board w.e.f August 13, 2013 and holds the qualification of B.E (Mech.) from IIT. He has expertise in the field of industry and management.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other company.


Management Proposal


Mr. Praveen Kumar

Maheshwari as the Whole time

Director

Shri Praveen Kumar was appointed on the Board w.e.f May 05, 2016. He holds the qualification of CA, MBA. He has expertise in the field of finance.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He holds directorships in 3 other public companies.


2

22-Sep-16 NHPC Limited For For

For For


Management Proposal





Statements) of the Company for the

financial year ended on 31st March, 2016,

together with the Board’s Report,

the Report of Auditors’ thereon and Comments of the Comptroller

& Auditor General of India.

The Company has earned total revenue of Rs 8,354, 00,000 lakhs as on 31st March, 2016 as compared to Rs 7,66,400,000 lakhs as on 31st March, 2015.



Consolidated:






To note the payment of

interim dividend and declare final dividend for the financial year

2015-16

We recommend voting in favour of payment of interim dividend and declare final dividend for the financial year 2015-16.

2

22-Sep-16 NHPC Limited

For For

For For



of Shri Jayant Kumar (DIN


and being eligible, offers himself for re-

appointment for the remaining

term at the pleasure of the

President of India

Shri Jayant Kumar was appointed on the Board w.e.f May 26, 2015. He is an Associate Member of the Institute of Cost Accountants of India. He has rich and varied experience of over three decade in the Corporate Financial Management.





of Shri Radheshyam Mina (DIN


and being eligible, offers himself for re-

appointment for the remaining

term at the pleasure of the

President of India.

Shri Radheshyam was appointed on the Board w.e.f April 28, 2009. He holds a bachelor’s degree in Electrical Engineering and MBA degree with specialization in financial and human resource management from the Indira Gandhi National Open University (IGNOU).

His present responsibilities include Human Resource Management, Rajbhasha, Human Resource Development, Legal, Estate Management Service Division and Corporate Communication.The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 1 other companies.



2


For For

For For


To authorize Board of

Directors of the company to fix

the remuneration of the Joint Statutory

Auditors for the financial year

2016-17.

The company proposes to authorize the Board of Dirctors of the company to fix the remuneration of the Joint Statutory Auditors for the financial year 2016-17.




year 2016-17

The company proposes to ratify the remuneration of Rs (a) Rs 60,000 /- per power station (excluding taxes, duties and TA/DA) (b) Rs 50,000 /- plus service tax for consolidation of cost audit reports of all the power stations by the Lead Cost Auditor and submission of consolidated cost audit report in form CRA-3 payable Cost Auditors for the financial year 2016-17.

Since the proposal for ratification is in accordance with the applicable provisions in this regard we may vote in favour of the same.

2


For For


Appointment of Shri Krishna Mohan Singh

(DIN 02223301), as Chairman and


Company.

Shri Krishna Mohan Singh was appointed on the Board w.e.f 23rd September, 2015. He is an Electrical Engineering graduate from Gorakhpur University, Uttar Pradesh.

He has over 35 years of rich and varied experience in the field of Hydro power engineering to his credit. During his posting at various projects and Corporate Office of NHPC, he has been involved in construction, erection, testing & commissioning, quality assurance and operation and maintenance of various projects/power stations. He is well versed with all the facets of Hydro Power Development and has been instrumental in propounding best practices in construction, quality assurance, operation and maintenance of hydroelectric plants.

Ministry of Power vide its order no. 9/3/2014-NHPC dated 23rd September, 2015 appointed Shri Krishna Mohan Singh (DIN 02223301) to the post of Chairman and Managing Director of the company w.e.f. 23rd September, 2015 for a period of five years from the date of assumption of charge or till the date of his superannuation, or until further orders, whichever is earlier.

Subsequently, the Board of Directors had confirmed the appointment of Shri Krishna Mohan Singh as Chairman and Managing Director of the Company as an additional director w.e.f. 23rd September, 2015 through circular resolution in terms of Section 161 of the Companies Act, 2013 till the date of next AGM

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 2 other public companies.


2


For For


Appointment of Shri Ratish

Kumar (DIN 06852735), as

Director (Projects) of the

Company

Shri Ratish was appointed on the Board w.e.f 6t January, 2016. He is B. Tech in Electrical Engineering from GB Pant University of Agriculture & Technology, Pantnagar (U.K.). He has over 33 years of experience in NHPC where he climbed up the professional ladder with utmost sense of responsibility, ethics and dedication. In his present assignment as Director (Projects), Shri Ratish Kumar is in-charge of all NHPC projects which are under construction and pre-construction stages.

Ministry of Power vide its order no. 9/2/2015-NHPC dated 6th January, 2016 appointed Shri Ratish Kumar (DIN 06852735) to the post of Director (Projects) of the company w.e.f. 6th January, 2016 for a period of five years from the date of assumption of charge or till the date of superannuation, or until further orders, whichever is earlier.

Subsequently, the Board of Directors had confirmed the appointment of Shri Ratish Kumar as Director (Projects) of the Company as an additional director w.e.f. 6th January, 2016 through circular resolution in terms of Section 161 of the Companies Act, 2013 till the date of next AGM.

The Director was appointed during the financial year under review, 2 Board Meetings were held post his appointment, he has attended both the meetings. He holds directorship in one other company.


2


For For


Appointment of Shri Balraj Joshi (DIN 07449990),

as Director (Technical) of the

Company

Shri Balraj Joshi was appointed on the Board w.e.f 1st April, 2016. He holds a degree in Civil Engineering from Govt. Engineering College, Karad, Maharashtra. He also holds PG Qualification in Hydropower development and planning from prestigious Norwegian Technical Institute, Trondheim, Norway under NORAD Scholarship. He has over 33 years of experience in power sector.

Ministry of Power vide its order no. 9/1/2015-NHPC dated 16th March, 2016 appointed Shri Balraj Joshi (DIN 07449990) to the post of Director (Technical) of the company w.e.f. 1st April, 2016 for a period of five years from the date of assumption of charge or till the date of superannuation, or until further orders, whichever is earlier.

Subsequently, the Board of Directors had confirmed the appointment of Shri Balraj Joshi as Director (Technical) of the Company as an additional director w.e.f. 1st April, 2016 through circular resolution in terms of Section 161 of the Companies Act, 2013 till the date of next AGM.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other public company.


2


For For


Appointment of Shri Satya

Prakash Mangal (DIN 01052952), as an Independent


Shri Satya was appointed on the Board w.e.f November 26, 2015. He is a qualified Chartered Accountant. He has significant experience in Taxation & Audit. His forte is determining the optimal route for financial engineering and financial restructuring and revival of project. He is also a life member of Administrative Staff College of India Association, Hyderabad.

Ministry of Power vide its order no. 9/3/2015-NHPC dated 18th November, 2015 had appointed Shri Satya Prakash Mangal (DIN 01052952), Prof. Arun Kumar (DIN 07346292), Prof. Kanika T. Bhal (DIN 06944916) and Shri Farooq Khan (DIN 07348921) as non official part-time Directors of the Company for a period of three years from the date of notification of appointment, or until further orders, whichever is earlier, pursuant to Articles of Association of the Company.

The Board of Directors had appointed Shri Satya Prakash Mangal, Prof. Arun Kumar, Prof. Kanika T. Bhal and Shri Farooq Khan as Additional Directors w.e.f. 26th November, 2015 through circular resolution under the provisions of Section 161 of the Companies Act, 2013 read with articles of association of the company till the date of next AGM and confirmed them as Independent Directors of the Company.

The Director was appointed during the financial year under review, 3 Board Meetings were held post his appointment, he has attended all the meetings. He holds directorship in 4 other public companies.


2


For For


Appointment of Prof. Arun Kumar (DIN 07346292), as an Independent


Shri Arun Kumar was appointed on the Board w.e.f November 26, 2015. He holds Bachelor’s degree in civil engineering from IIT Roorkee, Masters in Civil Engineering from IISc Bengaluru and holds PhD in Hydro Power Development from IIT Roorkee. He did Diploma studies in Hydro Power Development from NTH, Trondheim (Norway).

Ministry of Power vide its order no. 9/3/2015-NHPC dated 18th November, 2015 had appointed Shri Satya Prakash Mangal (DIN 01052952), Prof. Arun Kumar (DIN 07346292), Prof. Kanika T. Bhal (DIN 06944916) and Shri Farooq Khan (DIN 07348921) as non official part-time Directors of the Company for a period of three years from the date of notification of appointment, or until further orders, whichever is earlier, pursuant to Articles of Association of the Company. The Board of Directors had appointed Shri Satya Prakash Mangal, Prof. Arun Kumar, Prof. Kanika T. Bhal and Shri Farooq Khan as Additional Directors w.e.f. 26th November, 2015 through circular resolution under the provisions of Section 161 of the Companies Act, 2013 read with articles of association of the company till the date of next AGM and confirmed them as Independent Directors of the Company.

The Director was appointed post the financial year under reviw, 3 Board Meetings were held post his appointment, he has attended all the meetings. He does not hold directorship in any other company.


2


For For


Appointment of Prof. Kanika T.

Bhal (DIN 06944916), as an


Company.

Smt Kanika was appointed on the Board w.e.f November 26, 2015. She has done PhD from IIT Kanpur. She is visiting fellow at Sloan School of Management. She is an expert in behavioural sciences in general and leadership in particular.

Ministry of Power vide its order no. 9/3/2015-NHPC dated 18th November, 2015 had appointed Shri Satya Prakash Mangal (DIN 01052952), Prof. Arun Kumar (DIN 07346292), Prof. Kanika T. Bhal (DIN 06944916) and Shri Farooq Khan (DIN 07348921) as non official part-time Directors of the Company for a period of three years from the date of notification of appointment, or until further orders, whichever is earlier, pursuant to Articles of Association of the Company. The Board of Directors had appointed Shri Satya Prakash Mangal, Prof. Arun Kumar, Prof. Kanika T. Bhal and Shri Farooq Khan as Additional Directors w.e.f. 26th November, 2015 through circular resolution under the provisions of Section 161 of the Companies Act, 2013 read with articles of association of the company till the date of next AGM and confirmed them as Independent Directors of the Company.

The Director was appointed post the financial year under reviw, 3 Board Meetings were held post his appointment, he has attended all the meetings . She holds directorship in one other companies.


2


For For

For For


Appointment of Shri Farooq Khan (DIN 07348921), as an Independent


Shri Farooq was appointed on the Board w.e.f 26th November, 2015. He is former Indian Police Service Officer and Inspector General of Police (IGP), Jammu and Kashmir. He has significantly contributed to the creation of counter terrorist wing of Jammu & Kashmir Police.

Ministry of Power vide its order no. 9/3/2015-NHPC dated 18th November, 2015 had appointed Shri Satya Prakash Mangal (DIN 01052952), Prof. Arun Kumar (DIN 07346292), Prof. Kanika T. Bhal (DIN 06944916) and Shri Farooq Khan (DIN 07348921) as non official part-time Directors of the Company for a period of three years from the date of notification of appointment, or until further orders, whichever is earlier, pursuant to Articles of Association of the Company. The Board of Directors had appointed Shri Satya Prakash Mangal, Prof. Arun Kumar, Prof. Kanika T. Bhal and Shri Farooq Khan as Additional Directors w.e.f. 26th November, 2015 through circular resolution under the provisions of Section 161 of the Companies Act, 2013 read with articles of association of the company till the date of next AGM and confirmed them as Independent Directors of the Company. The Director was appointed post the financial year under reviw, 3 Board Meetings were held post his appointment, he has attended all the meetings He does not hold directorship in any other company.


Issue of secured/unsecure

d redeemable non-convertible

debentures/bonds aggregating up to Rs 4500 Crore.

In order to augment long term financial resources, inter alia, the on-going capital expenditure/replacement of high cost debts, the Company may invite subscription for Secured/Unsecured Redeemable Non-Convertible Debentures/Bonds in one or more series/tranches on Private Placement, issuable/redeemable at par at the rate of interest determined by the Board of Directors at the time of issue of such debentures/bonds during the year.


We recommend voting in favour of issue non-convertible debentures upto Rs 4500 crore.


2

12-Sep-16 For For

For For

Bayer CropScience Limited


Management Proposal


and adopt the audited Statement of Profit and Loss for the financial

year ended March 31, 2016 and the Balance Sheet as

at that date together with the


Directors and the Auditors thereon






Management Proposal


Equity Shares for the financial year ended March 31,

2016.

We recommend voting in favour of declaration of final dividend on equity shares for the financial year ended March 31, 2016.

2

12-Sep-16

For For

For For



Management Proposal


of Mr. Peter Mueller (DIN:



Mr. Mueller joined Bayer AG as a commercial trainee in 1979 and spent two years in Corporate Auditing thereafter. He then moved to Japan where he worked for seven years with three Bayer subsidiaries in the field of Finance & Accounting. After a further period of three years at the German Bayer head quarters in Central Controlling, Mr. Mueller became the Deputy General Manager of Bayer’s newly founded holding company in Beijing, China.

In the following five years, he established the administrative country platform and helped to negotiate and finance twelve joint venture companies. Mr. Mueller joined the Finance Division at Bayer AG as Head of Corporate Financial Controlling in 1999 before being appointed the Head of Corporate Finance in 2002 and Head of Finance in 2011.

The Director has 50% attendance in Board Meetings and has not attended the previous annual general meeting. He does not hold directorship in any other company.



Management Proposal

To appoint auditors and fix

their remuneration.

The company proposes to appoint auditors and to fix the remuneration.


2

12-Sep-16

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For For

For For



Management Proposal

Appointment of Mr. Ulrich Stefer as the Wholetime

Director (DIN: 07447177) &

Chief Financial Officer of the

Company

Mr. Ulrich Stefer has completed Business Administration at University of Cologne. He started his career at a Chartered Accountant firm in Cologne, Germany. Subsequent to his examination as Tax Consultant, he then joined Bayer in 1998 to work as auditor in the Corporate Auditing Department. From 2002 to 2008 he was transferred to Asia Pacific to run a regional project at Bayer Middle East, Dubai, UAE, to take up responsibilities as Chief Financial Officer (Bayer Pakistan (Private) Ltd. and Bayer Korea Ltd.) partly in combination with the role as CEO / Senior Bayer Representative Bayer Pakistan (Private) Ltd.

In 2010 he was transferred to the Taxes department of Bayer AG heading up the International Taxes/Foreign Affiliates Department. Prior to joining the Company, Mr. Stefer was responsible for Tax Planning, Mergers & Acquisitions (Tax) and Transfer Pricing at Bayer AG, Leverkusen, Germany.

The Director was appointed w.e.f March 4, 2016, 1 Board Meeting was held post his appointment and he has attended the same. He does not hold directorship in nay other company.

Since the appointment is in accordance with the applicable provisions in this regard and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Appointment of Mr. Pankaj Patel (DIN: 00131852)

as the Non-Executive


Company

Mr. Patel has an overall experience spanning over 40 years in the Indian Pharmaceutical Industry. Mr. Patel combines both research and techno-commercial expertise. He has published over 100 research papers in peer reviewed journals and is a co-inventor in more than 64 patents.

For his entrepreneurial vision, Mr. Patel was awarded the Ernst & Young Entrepreneur of the Year Award in the Life Sciences category. He is also a member as well as Chairman of leading academic and research institutes.

The Director was appointed on the Board w.e.f July 5, 2016. Since the appointment was post the financial year under review, his attendance in Board Meetings cannot be taken into considereation.

Since the proposal is in accordance with the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal


Cost Auditor

The company proposes to ratify the remuneration of Rs 0.53 million payable to M/s N I Mehta & Co; Chartered Accountants for the financial year ending March, 2017.

Since the proposal for ratification is in accordane with the applicable provisions in this regard, we may vote in favour of the same.

2

12-Sep-16

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For For



Management Proposal

Approval of transaction with

Bayer BioScience Private Limited

Bayer BioScience Private Limited amongst other activities is also engaged in the activity of development, production, manufacture, purchase and import of different varieties of seeds. The Company carries on the business of manufacturing and selling agrochemicals and other products and has established a wide distribution channel and marketing network. BBPL has appointed the Company for selling and distribution of different varieties of seeds developed, produced or imported by BBPL on non-exclusive basis in India and Nepal. Since the Company has product expertise on agrochemicals it can penetrate into the market for better distribution of high quality seeds as developed by BBPL.

The members of the Company at its 57th Annual General Meeting held on September 15, 2015 had accorded their approval for transactions with BBPL for a limit of upto Rs 5,500 Millions. Based on the past trends and current business environment, the Company expects the level of transactions with BBPL to go beyond the threshold limits as approved last year by the members and hence the Company wishes to seek the members approval by way of an Ordinary Resolution for entering into transactions (as stated below) with BBPL for a revised limit of not exceeding Rs 8,000 Millions in each financial year


We recommend voting in favor of transactions with related party (Bayer bioscience private limited).

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration; the recommendation of equity research team, we may vote in favour of the same.

Management Proposal

Adoption of new Articles of


The Articles of Association of the Company currently in force were originally adopted when the Company was incorporated under the erstwhile Companies Act, 1956 and were thereafter amended from time to time in accordance with the provisions of the Companies Act, 1956.

It is now proposed to have a new set of Articles of Association, the provisions of which are consistent with the Companies Act, 2013 and the Companies (Amendment) Act, 2015 and relevant rules framed thereunder as well as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The change is necessitated as many provisions of the Companies Act, 1956 have been repealed and replaced with the new sections and provisions of the Companies Act, 2013.


2

13-Sep-16 For For

For For

Container Corporation of India Limited


Management Proposal

Adoption of Accounts as on March 31, 2016

The Company has earned total revenue of Rs 60,870,0 00,000 lakhs as on 31st March, 2016 as compared to Rs 59,440,000,000 lakhs as on 31st March, 2015.



Consolidated:

The Company has earned total revenue of Rs 66, 420,000,000 lakhs as on 31st March, 2016 as compared to Rs 64,770,000,000 lakhs as on 31st March, 2015.





Management Proposal


interim dividend and declaration of

final dividend payable to members

We propose voting in favour of confirmation of payment of interim dividend and declaration of final dividend payable to members.

2

13-Sep-16

For For

For For



Management Proposal

Re-appointment of Shri Anil

Kumar Gupta, Chairman and

Managing Director

Shri Anil Kumar Gupta took over as Chairman and Managing Director, CONCOR w.e.f. 05.03.2013. He is an IRTS officer of 1982 batch and has worked with Indian Railways at senior positions, prior to joining CONCOR. During his tenure with CONCOR, he has held several key positions, including Director (Domestic) upto 29.12.2009 and Managing Director w.e.f. 30.12.2009. He is a leading transport sector professional with specialist expertise and skills in the areas of Marketing & Commercial Activities, Ports and shipping, Railway Operations and Inter-modal and Landside Transport Logistics andDistribution. Shri Gupta holds qualifications of M.A., M.Phil. (Economics) from Delhi School of Economics and MBA (NMP).



Management Proposal

Re-appointment of P. Alli Rani ,

Director (Finance)

Dr. P. Alli Rani, Director (Finance) completed her education in economics at the university level in a M. Phil Degree in economics. Subsequently she acquired twin Post Graduate Degrees in Management specializing in Finance & Marketing and PhD in Economics. Her career began with the Indian Economic Service (IES), a specialized cadre of the Government of India recruited to conduct economic analysis in the Central Ministries and adjunct offices. Subsequently, she joined the Indian Railway Accounts Service in 1986, a specialized cadre for handling the Finances of the Indian Railways. She joined the Telecom Sector in the early years of her career and spent six years in the sector initially in the DoT and the last two years in BSNL. She once again joined the Railways in 2001 but this time as part of its Corporate Business, taking over as Group General Manager/ Finance of CONCOR. Subsequently elevated as Executive Director, she was elected to the Board of Directors of the company in the year 2009 by the Public Enterprises Selection Board (PESB) and took over as Director Finance of the company.

The Director has 90 % attendance in Board Meetings and has also attended the previous Annual General Meeting.


2

13-Sep-16

For For

For For

For For



Management Proposal

To take note of appointment of

Statutory Auditors

The Company proposes to take note of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company for the financial year 2015-16 in terms of the order CA.V/COY/CENTRAL GOVERNMENT,CCIL(9)/587, dated 17.07.2015 of Comptroller & Auditor General of India.

Since the proposal is in accordance with the applicable provisoiosn in this regard, we may vote in favour of t he same.

Management Proposal

Appointment of Shri Kamlesh

Shivji Vikamsey as Part-Time Non- Official

Director

Shri Kamlesh Shivji Vikamsey is a Senior Partner of Khimji Kunverji & Co Chartered Accountants since 1982. A firm registered with the Institute of Chartered Accountants of India & in practice since 1936, having over 79 years of experience in the areas of Auditing, Taxation, Corporate & Personal Advisory Services, Business & Management Consulting Services, Due diligence, Valuations, Inspections, Investigations, etc. He has joined Board of CONCOR on 05.04.2016 for a period of three years.

Since the Director was appointed post the financial year under review, his attendance in Baord Meetings is unavailable for consideration. He holds directorships in 5 other public companies.


Management Proposal

Appointment of Shri Raj Krishna Malhotra as Part-time Non Official

Director

Maj. Gen. (Retd.) Raj Krishan Malhotra was commissioned into the infantry (JAT Regiment) in 1971 and had the good fortune to actively take part in the 1971 Indo-Pak war. He has thereafter been significantly involved in either planning or participating at various levels of operational engagements by the Indian Army. He was responsible for the Interim National Command Post during the Indian response to Tsunami. His responsibilities included monitoring and coordinating the effort towards Humanitarian Assistance and Disaster Relief. He has joined Board of CONCOR on 05.04.2016 for a period of three years.

Since the Diretcor was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other company.


2

13-Sep-16

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Management Proposal

Appointment of Shri Sanjeev S

Shah as Part-time Non Official

Director

Shri Sanjeev S. Shah is a fellow member of the Institute of Chartered Accountants of India, New Delhi. He has done B. Sc. (Bachelor of Science); CFE (Certified Fraud Examiner) from ACFE, Texas, USA; Completed training course of InformationSystems Audit by the Institute of Chartered Accountants of India and also completed training course on Computer Security-Ethical Hacking by Ankit Fadia. He is Proprietor of Shah Sanjeev & Associates, Chartered Accountants, Baroda.

He is a Practicing Chartered Accountant with specialization in Mergers & Acquisitions, Financial Due Diligence, Business Acquisition strategies, Capital Markets, Corporate Finance, Institutional & Private Equity, Alternate Investments, Drafting and Vetting of Legal documents. He has joined Board of CONCOR on 05.04.2016 for a period of three years.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other company.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Appointment of Shri S K Sharma as Director (Govt

Nominee)

Shri Shailendra Kumar Sharma, Executive Director (Rates) Railway Board, an officer of the Indian Railway Traffic Service 1990 batch, joined Indian Railways in 1991. He is a Post-Graduate in Economics from Punjab, School of Economics Chandigarh. He has had vast and varied experience in Railway Operations, Commercial working, Public Relations & Vigilance. He was also Chief Public Relations Officer as well as Chief Vigilance Officer on Northern Railway. He was also Secretary of Indian National Commission for Co-operation with UNESCO when he was Director in Ministry of HRD. Before joining Railways he worked as an Officer in Reserve Bank of India. He joined as Executive Director Traffic Commercial (Rates) on 7th March, 2016. He has held the key charges of freight and commercial operations on Zonal Railways. He has joined Board of CONCOR on 22.05.2016 and he does not hold any shares in CONCOR.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He does not hold directorships in any other company.


2

13-Sep-16

For For

For For



Management Proposal

Apointment of Shri Sanjay

Bajpai (Government

Nominee)

Shri Sanjay Bajpai, Executive Director / Traffic (Co-ordination), Railway Board, an officer of the Indian Railway Traffic Service 1991 batch, joined Indian Railways in 1992. He is a Post- Graduate in Economics from Allahabad University. He has had vast and varied experience in Railway Operations, Commercial working, General Administration. He was also Deputy GM/G and Secretary / GM/Northern Railway as well as Chief Passenger Transport Manager on Northern Railway.

He joined as Executive Director Traffic Co-ordination on 1st June, 2016. He has held the key charges of passenger operations, freight operations and general administration on Zonal Railways. He has joined Board of CONCOR on 01.07.2016 and he does not hold any shares in CONCOR.



Management Proposal

Appointment of Shri Pradip

Kumar Agarwal , Director

(Domestic Division)

Sh. Pradip Kumar Agrawal has taken over the charge of Director (Domestic Division) from 1st July, 2016. He belongs to Indian Railway Traffic Service. He has worked for Indian Railways for more than 17 years on various important assignments, both at Divisional and Zonal Headquarter level covering operations, commercial, marketing and safety of Indian Railways.

He joined Container Corporation of India Ltd. (CONCOR) in the year 2006 as GGM (Ops)/Western Region, thereafter, worked as Chief General Manager, Western Region for four years. During his tenure, he has successfully managed Container Train Operations for the Region which includes JN Port and various CFSs and ICDs in the Region. He has alsoworked as Chief Executive Officer for APM Terminals, Mumbai (GTIPL) for five years before joining as Director (Domestic Division), CONCOR. He has joined Board of CONCOR on 01.07.2016 and he does not hold any shares in CONCOR.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings cannot be taken into consideration. He does not hols directorship in any other company.


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13-Sep-16

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Management Proposal

Appointment of Shri Sanjay

Swarup, Director (International Marketing and

Operations)

Shri Sanjay Swarup has done B.E. (Honours) Electronics & Communication from IIT Roorkee (Formerly University of Roorkee) and PG Diploma (MBA) in Public Policy & Management from IIM Bangalore. He belongs to IRTS 1990 Batch and has worked in BHEL before joining Indian Railways. He has held various challenging assignments in his career with Indian Railways and CONCOR. He has served as Chief Manager in Tughlakabad and Dadri, largest and second largest terminals of CONCOR. Shri Sanjay Swarup has rich experience in Railway Operations, Commercial, Safety and I.T. He has expertise in design, operations, marketing and management of Container terminals in India. He is presently working as Group General Manager (International Marketing) in Corporate Office, CONCOR.

His appointment will be effective from assumption of his charge of the post of Director (International Marketing & Operations) on or after 01.09.2016 and he does not hold any shares in CONCOR.



Management Proposal

Increase in Authorised

capital from Rs 200 crores to Rs

400 crores

The present Authorised Share Capital of the Company is Rs 2,00,00,00,000 divided into 20,00, 00,000 Equity Shares of Rs 10 each. The Subscribed, Issued and paid up capital of the Company is Rs194, 97, 41,910 divided into 19, 49, 74,191 Equity Shares of Rs 10 each. As there is a marginal difference between the authorised and paid up share capital of the company the Board felt that there is no flexibility to further increase the paid up share capital, whenever the need arises in future, unless the authorised share capital is increased. The increase in authorised share capital would be a time taking process as for doing so in addition to approval of shareholders, approval of President of India as per Article 6 of Articles of Association of CONCOR would also be required. Therefore, we can consider increase in authorised share capital of the company in order to have some comfort for increasing the paid up share capital in future, whenever the need arises.

Increase in the authorised share capital will be subject to the approval of President of India. In view of above, it is proposed to increase the present Authorised Share Capital of the Company to Rs 400,00,00,000 divided into 40,00,00,000 Equity Shares of Rs 10 each by way of creation of additional 20,00,00,000 Equity Shares of Rs.10 each in the manner as set out in Resolution no.13 of the Notice of this meeting. Thus the increase shall enable the Company to increase the paid up share capital of the company in future whenever required.


We recommend voting in favour of item no13 and the enabling resolution.

Conclusion:


Management Proposal

Amendment in Clause V of the

Memorandum of Association

Management Proposal

Amendment in Article V of the

Articles of Association

2

17-Sep-16 Sun Pharmaceutical Industries Limited


Management Proposal





March, 2016 and the reports of the


Auditors thereon



Net loss is Rs 1,073,300,000 lakhs as on 31st March, 2016 as compared to Rs 1,474,100,000 lakhs as on 31st March, 2015.

Consolidated:

The Company has earned total revenue of Rs 28,886,600,000 as on 31st March, 2016 as compared to Rs 279,396, 000,000 lakhs as on 31st March, 2015.



The Auditors Reports dated July 9, 2016 on the standalone financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


Management Proposal

To consider declaration of dividend on

Equity Shares


2



Management Proposal

To appoint a Director in place of Mr. Dilip S.

Shanghvi(DIN:00005588),


eligible,offers himself for

reappointment

Mr. Dilip S. Shanghvi is a graduate in commerce from the Kolkata University. He is the Managing Director of the Company and Chairman & Managing Director of Sun Pharma Advanced Research Company Ltd. He was first appointed on the Board w.e.f 1st March, 1993.

He is the founding partner of Sun Pharmaceutical Industries, a firm which was later converted into Sun Pharmaceutical Industries Limited (SPIL) in 1993. Under his leadership, SPIL has recorded an all-round growth in business. He has extensive experience in the pharmaceutical industry. As the promoter of SPIL, he has been actively involved in international pharmaceutical markets, business strategy, business development and research and development functions in the Company.


The Director ia liable to retire by rotation and being eligible offers himself for re-appointment.


Management Proposal

To ratify the appointment of Messrs. Deloitte Haskins & Sells LLP, Chartered

Accountants

The company proposes to ratify the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.


Management Proposal

To ratifiy the remuneration

payable to M/s. Kailash

Sankhlecha & Associates, Cost

Accountants

The company proposes to ratify the remuneration payable to M/s Kailsh Sankhlecha & Associates, Cost Accountants for the period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.


2



Management Proposal

Re-appointment of Mr. S.

Mohanchand Dadha

(DIN: 00087414)

Mr. S. Mohanchand Dadha is a successful entrepreneur with more than five decades of wide experience in Pharma Industry and has competent knowledge and experience in financial and accounting areas. Mr. Dadha was Managing Director and Promoter of erstwhile Tamilnadu Dadha Pharmaceuticals Ltd. He is also trustee of many Charitable Trusts. He was the Member of Tamilnadu Government constituted Drug Committees,namely The Drug Advisory Committee and the Committee for the development of Drug Industries in Tamil Nadu. He was first appointed on the Board w.e.f 29th May, 1997



Management Proposal

Re-appointment of Mr. Keki

Mistry (DIN: 00008886)

Mr. Keki M. Mistry is the Vice Chairman & Chief Executive Officer of Housing Development Finance Corporation Limited (HDFC). He joined HDFC in October, 1981 and prior to joining HDFC, he worked with the Indian Hotels Co. Ltd. Mr. Mistry is a fellow member of the Institute of Chartered Accountants of India and a Member of the Michigan Association of Certified Public Accountants, US He was first appointed on the Board w.e.f 28th August, 2002.

The Director has 90 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 9 other public companies.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2



Management Proposal

Re-appointemnt of Mr. Ashwin

Dani (DIN: 00009126)

Mr. Ashwin Dani is a B.Sc. (Hons) from the Institute of Science, University of Mumbai and B.Sc. (Tech.) (Pigments & Varnishes) from U.D.C.T. University of Mumbai. He also holds a Master Degree in Polymer Science (USA) and Diploma in Colour Science (USA). He was the founder promoter for Loctite India Private Limited. He is the past President of the Indian Paint Association (IPA) and has received numerous awards for his contribution to the Paint Industry. He was the Vice President of Federation of Indian Chambers of Commerce and Industry (FICCI).He was first appointed on the Board w.e.f 28th January, 2004.

The Director has 90 % attendance in Board Meetings and gas also attended the previous Annual General Meeting. He holds directorships in 6 other public companies.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favor of the same.

Management Proposal

Re-appointment of Mr. Hasmukh

Shah (DIN: 00152195)

Mr. Hasmukh Shah is a B.A. Economics (Hons) and M.A. with Sociology with first rank in the University. He has had over four decades of experience in senior management, most notably as former Chairman and Managing Director of Indian Petrochemical Corporation Limited. He has had wide experience in various government departments, including as Joint Secretary in the Prime Minister’s Office; Secretary, Department of Post and Telegraph; and Chairman of the National Institute of Design, the Institute of RuralManagement, Anand and the Gujarat Council of Science & Technology. He was first appointed on the Board w.e.f March 23rd, 2001.

The Director has 100 % attendance in Board Meetings and gas also attended the previous Annual General Meeting. He holds directorship in 1 other public company.


2



Management Proposal

Re-appointmemnt of Ms. Rekha Sethi (DIN: 06809515)

Ms. Rekha Sethi is the Director General of the All India Management Association (AIMA), the apex body for management in India. She took charge of AIMA in June 2008. She is on the Executive Council of the National Board of Accreditation and is a member of the Advisory Board of the Switzerland based St. Gallen Foundation think tank, Leaders of Tomorrow - Knowledge Pool.She was first appointed on the Board w.e.f 13th February, 2014.



Management Proposal

Revision in the maximum

remuneration payable to Mr.

Dilip S. Shanghvi, Managing

Director of the Company with effect from 1st

April, 2016

Mr. Dilip S. Shanghvi was re-appointed as Managing Director by way of a special resolution passed by the members at the 20th Annual General Meeting of the Company held on 8th November, 2012 with effect from 1st April, 2013 for period of five years upto 31st March, 2018.

The remuneration proposed is Salary (including bonus) upto Rs 42,00,000/- per month. He shall also be entitled to other perquisites in addition to the said salary.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favor of the same.

Management Proposal


remuneration payable to Mr. Sudhir Valia, Whole-time

Director of the Company with

effect from1st April, 2016

Mr. Sudhir V. Valia holds a Bachelor’s degree in Commerce from University of Mumbai and is also a qualified Chartered Accountant with more than three decades of taxation andfinance experience. He has been the Directorof Sun Pharmaceutical Industries Limitedsince 1994 and is also on the Board of Taro Pharmaceutical Industries Ltd.

The remuneration proposed is Salary (including bonus) upto Rs 42,00,000/- per month. He shall also be entitled to other perquisites in addition to the said salary.



2



Management Proposal


remuneration payable to Mr.

Sailesh T. Desai, Whole-time

Director of the Company with effect from 1st

April, 2016

Mr. Sailesh T. Desai is a science graduate from Kolkata University and is a successful entrepreneur with more than three decades of wide industrial experience including more than two decades in the pharmaceutical industryHe was appointed on the Board w.e.f 25th March, 1999.

He was re-appointed as Whole-time Directors of the Company by way of a special resolution passed by the members of the Company at the 21st Annual General Meeting of the Company held on 30th September, 2013 with effect from 1st April, 2014 for a further period of five years upto 31st March, 2019.

The remuneration proposed is a Salary (including bonus) upto Rs 42,00,000/- per month. He shall be entitled to other perquisites in addition to the said salary.

The Director has 100 % attendance in Board Meetings and gas also attended the previous Annual General Meeting. He holds directorship in 1 other company.


Management Proposal

Adoption of new Articles of

Association of the Company in place

of and in substitution of

the existing Articles of


Considering that substantive sections of the Companies Act, 2013 which deal with the general working of the Companies stand notified, it is proposed to adopt new set of Articles of Association in line with the provisions of the Companies Act, 2013 includingthe Rules framed thereunder and to make certain other changes thereto.


2



Management Proposal

Reclassification of the

persons/entities (hereinafter

individually & jointly referred to

as the ‘applicants’)

forming part of the Promoter Group from ‘Promoter &

Promoter Group category’ to

‘Public category’

Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as 'Listing Regulations, 2015'), effective from December, 2015, has provided a regulatory mechanism for re-classification of promoters as Public Shareholders subject to fulfillment of conditions as provided therein.

Further as per Rule 19A of the Securities Contracts (Regulation) Rules, 1957, the public shareholding as on date of the notice fulfills the minimum public shareholding requirement of atleast 25% and the proposed reclassification does not intend to increase the Public Shareholding to achieve compliance with the minimum public shareholding requirement.

Since the proposal is in conformity with the SEBI Regulations and other applicable provisions in this regard, we may vote in favour of the same.

2

21-Sep-16 For ForCoal India Limited


Management Proposal


adopt:

a. the Standalone Audited Financial Statements of the Company for the

financial year ended March 31, 2016 including

the Audited Balance Sheet as

at March 31, 2016 and Statement of Profit & Loss for the year ended on that date and the Reports of the

Board of Directors,

Statutory Auditor and Comptroller

and Auditor General of India

thereon.



Net profit Rs 1,634,300,000 lakhs as on 31st March, 2016 as compared to Rs 1,338,300,000 lakhs as on 31st March, 2015. Consolidated:The Company has earned total revenue of Rs 8,373,800,000 lakhs as on 31st March, 2016 as compared to Rs 8,069,000,000 lakhs as on 31st March, 2015.


Net profit Rs 142,740,000 lakhs as on 31st March, 2016 as compared to Rs 1,372,600,000 lakhs as on 31st March, 2015. The Auditors Reports dated May 28, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same

2

21-Sep-16

For For

For For

Coal India Limited




Net profit Rs 1,634,300,000 lakhs as on 31st March, 2016 as compared to Rs 1,338,300,000 lakhs as on 31st March, 2015. Consolidated:The Company has earned total revenue of Rs 8,373,800,000 lakhs as on 31st March, 2016 as compared to Rs 8,069,000,000 lakhs as on 31st March, 2015.


Net profit Rs 142,740,000 lakhs as on 31st March, 2016 as compared to Rs 1,372,600,000 lakhs as on 31st March, 2015. The Auditors Reports dated May 28, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same

Management Proposal

b. The Consolidated

Audited Financial Statements of the Company for the

financial year ended March 31, 2016 including

the Audited Balance Sheet as

at March 31, 2016 and Statement of Profit & Loss for the year ended on that date and the

Reportof Statutory

Auditor thereon.

Management Proposal

To approve the Interim dividend paid on equity shares for the

Financial Year 2015-16 as final dividend for the year 2015-16.

We recommend voting in favour of approval for interim dividend paid on equity shares for the financial year 2015-16 as final dividend for the year 2015-16.

2

21-Sep-16

For For

For For

Coal India Limited


Management Proposal

To appoint a director in place of Shri C.K.Dey [DIN-03204505]

who retires by rotation in terms of Section 152(6) of the Companies

Act, 2013 and Article 39(j) of


Company and being eligible,

offers himself for reappointment

Shri C K Dey was appointed on the Board w.e.f March 1, 2015. He is a Chartered Accountant and Cost Accountant.

The Director has 100 % attendance in Board Meetings and has attended the previous Annual General Meeting. He does not hold directorship in any other company.



Management Proposal

Appointment of Ms. Loretta Mary

Vas [DIN-02544627],


The Board of Directors, at its 323rd meeting held on 6th January’ 2016, had appointed Ms. Loretta Mary Vas as an Additional Director (Independent) of the Company with effect from 17th November’ 2015. She graduate in B.A. (English), B.Ed., M.A.(Economics), Masters in Diploma in Public Administration, M. Phil (Social Sciences) and LLB. She has joined Indian Administrative Service in 1977 and allotted to U.P. cadre. She has worked as Secretary, Ministry of Panchayati Raj, GoI, during 2012-14. She was Special Secretary, Addl. Secretary, Department of Economics Affairs, Ministry of Finance during 2008-2011. She was Joint Secretary (Budget) in Ministry of Finance, during 2005-2008. She was Export Commissioner/Joint Secretary in Ministry of Commerce, during 1993-98.

The Director was appointed during the financial year under review, 3 Board Meetings were held post her appointment, she has attended all the meetings. She does not hold directorship in any other company.

The Director is liable to retire by rotation and being eligible offers herself for re-appoitment.


2

21-Sep-16

For For

For For

Coal India Limited


Management Proposal

Appointment of Dr. Satish Balram Agnihotri [DIN-

03390553]

The Board of Directors, at its 323rd meeting held on 6th January’ 2016, had appointed Dr. S.B. Agnihotri as an Additional Director (Independent) of the Company with effect from 17th November, 2015. He is an IAS officer of Odisha cadre of 1980 batch. He has done his Master’s degree in Physics followed by M.Tech in Environment Science and Engineering from IIT, Bombay. He later did MA in Rural Development followed by a Ph.D on sex ratio patterns in Indian Population from School of Development Studies, University of East Anglia, Norwich, UK. Dr. Satish B. Agnihotri retired as Secretary(Coordination & Public Grievances), Cabinet Secretariat. Prior to this he was Secretary, Ministry of New & Renewable Energy, Director General (Acquisition) in the Ministry of Defence, Additional Secretary in the Ministry of Agriculture discharging the role of Financial Advisor and Director General of Shipping during 2010-12.

The Director was appointed during the financial year under review, 3 Board Meetings were held post her appointment, he has attended all the meetings. He holds directorship in 1 other company.


Management Proposal

Appointment of Dr. D.C.Panigrahi [DIN-07355591]

The Board of Directors, at its 323rd meeting held on 6th January’ 2016, had appointed Dr. D. C. Panigrahi as an Additional Director (Independent) of the Company with effect from 17th November, 2015.

He obtained his B. Tech in Mining Engineering in 1984 from Indian School of Mines, Dhanbad. Subsequently, he did his M. Tech in Mining Engineering in 1990, M. Tech in Industrial Engineering and Management in 1992 from Indian School of Mines, Dhanbad. He did his Ph. D in Mining Engineering from Indian School of Mines, Dhanbad in the year 1994.

The Director was appointed during the financial year under review, 3 Board Meetings were held post her appointment, he has attended all the meetings. He does not hold directorship in any other company.


2

21-Sep-16

For For

For For

Coal India Limited


Management Proposal

Appointment of Dr. Khanindra Pathak [DIN-

07348780]

The Board of Directors, at its 323rd meeting held on 6th January’ 2016, had appointed Dr. Khanindra Pathak as an Additional Director (Independent) of the Company with effect from 17th November’ 2015, He is currently working as Professor & Head, Department of Mining Engineering, IIT (Kharagpur). Dr. Pathak is B. Tech. in Mining Machinery from Indian School of Mines, Dhanbad in 1983 and M. Tech. in Opencast Mining from Indian School of Mines, Dhanbad in 1989.



Management Proposal

Appointment of Shri. Vinod Jain [DIN-00003572]

The Board of Directors, at its 323rd meeting held on 6th January’ 2016, had appointed Shri Vinod Jain as an Additional Director (Independent) of the Company with effect from 17th November’ 2015, He is commerce graduate with Honours from Shri Ram College of Commerce in 1976 and passed LLB in 1979. He passed CA Intermediate Examination in November’1977 with 7th Rank in All India Merit List, Final Examination in November’1979 with 13th Rank on All India Merit List and became a Fellow Member of The Institute of Chartered Accountants of India. He qualified in Company Secretary Examination in December 1979 and became a Fellow Member of the Institute of Company Secretaries of India.



2

21-Sep-16

For For

For For

Coal India Limited


Management Proposal

Appointment of Shri Shyam

Nandan Prasad [DIN-07408431]

The Board of Directors at its 324th meeting held on 11th February, 2016, appointed Shri S.N.Prasad [DIN: 07408431] as an Additional Director of the company with effect from 1st February,2016. He is an MBA (Marketing) and has joined as Management Trainee (Marketing) in the year 1982 in Coal India Limited. He has been working in the field of marketing for more than 33 years and gained experience from working in the mines – pit heads, coal stock yards, CHPs etc. and Corporate Office of subsidiaries.



Management Proposal

Payment of advance fees for

delivery of documents to

members

As per the provisions of Section 20 of the Companies Act, 2013, a document may be served on any member by sending it to him by registered post or by speed post or by courier or by delivery at his office or address or by such electronic or other mode as may be prescribed. Further, a member may request for delivery of any document through a particular mode, for which he shall pay such fees in advance as may be determined in its Annual General Meeting.

The proposal is in accordance with the applicable provisions of the Companies Act, 2013.


2

21-Sep-16

For For

For For

Coal India Limited


Management Proposal

Appointment of Shri Vivek

Bharadwaj [DIN-02847409]

Ministry of Coal vide letter no-21/3/2011-ASO dated 30th August’ 2016” has appointed Shri Vivek Bharadwaj on the board of the Company vice Shri R.P. Gupta. Shri R.P Gupta ceases to be a Director of the Company with effect from the above date and in view of the cessation, the appointment of Shri R.P. Gupta cannot be considered at the ensuing AGM.

The Board of Directors, at its meeting held on 13th September’2016 had appointed Shri Vivek Bharadwaj [DIN-02847409]as an Additional Director of the Company with effect from 30th August’ 2016, pursuant to Section 161 of the Companies Act, 2013.

Shri Vivek Bharadwaj is an IAS Officer of West Bengal Cadre of 1990 Batch. Shri Bharadwaj is an alumni of Mayo College and Demonstration School, Ajmer and is graduate in Economics from Shri Ram College of Commerce, Delhi University & MBA in Public Policy from University of Ljubjiana, Slovenia.


Since the appointment is in accordance with theapplicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal


Kumar Sinha [DIN-

05351383]

Ministry of Coal vide letter no-21/3/2011-ASO Dated 5th August’ 2016 has appointed Shri R.K.Sinha on the board of CIL vice Smt. Sujata Prasad.

The Board of Directors, vide circular resolution dated 12th August’ 2016 had appointed Shri Rajesh Kumar Sinha [DIN-05351383] as an Additional Director of the Company with effect from 5th August’ 2016.He is an IAS officer of 1994 Batch, Kerala Cadre. Presently he is posted as Joint Secretary, Ministry of Coal, Government of India.Prior to this, Shri Sinha has also held the post of Collector, Idukki, Kerala and GM, Kerala Fin Corpn. in his Cadre, Director, Ministry of Urban Development, Registrar of Delhi University, Secretary Finance (Exp.) Govt. of Kerala before joining as Joint Secretary in Ministry of Coal. He has been appointed as Official part time Director on NCL Board w.e.f 20/04/2015.

Since the Director was appointed post the financial year under review, his attendance in Board Meeting is unavailable for consideration. He does not hold directorship in any other company.


2

21-Sep-16 For For

For For

For For

The Tata Power Company Limited


Management Proposal


adopt the Audited Standalone Financial

Statements of the Company for

thefinancial year ended

31st March 2016 together with the








Management Proposal


adopt the Audited Consolidated



2016 together with the Report of

the Auditors thereon.

The Company has earned total revenue of Rs 377,77 0,000,000 lakhs as on 31st March, 2016 as compared to Rs 341,440,000,000 lakhs as on 31st March, 2015. The Company has incurred total expenses of Rs 345,400,000,000 lakhs as on 31st March, 2016 as compared to Rs 4,332,990,000,000 as on 31st March, 2015.




Management Proposal


Equity Shares for the financial year ended 31st March

2016.

We recommend voting in favour of declaration of dividend on equity shares for the financial year ended March 31, 2016

2

21-Sep-16

For For

For For



Management Proposal


of Mr. Anil Sardana (DIN:

00006867), who retires by rotation and is eligible for re-appointment

Shri Anil Sardana was appointed on the Board w.e.f February 1, 2011. He is an Electrical Engineer from Delhi College of Engineering, a Cost Accountant (ICWAI) and holds a Post Graduate Diploma in Management from Delhi.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meetings. He holds directorships in 6 other public companies.


Since the appointment is in accordance with the applicable provisiosn of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal


Auditors

The company proposes to ratify the appointment of Deloitte Haskins and Sells LLP, Chartered Accountants (ICAI Registration No. 117366W/W-100018) who were appointed as the statutory auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on 13th August 2014.

As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by the Members at every AGM.


2

21-Sep-16

For For



Management Proposal

Appointment of Mr. Pravin H. Kutumbe as a

Director

Mr. Thomas Mathew T., Life Insurance Corporation of India’s (LIC) Nominee on the Board of your Company, submitted his resignation as Director, which was effective 30th April 2015. In his place, LIC nominated their Managing Director, Mr. Vijay Kumar Sharma, who was appointed as Additional Director with effect from 19th May 2015. However, Mr. Sharma resigned from the Board of your Company on 2nd July 2015.

LIC then nominated, their Executive Director, Mr. Pravin H. Kutumbe, to represent LIC as Nominee Director on the Board of the Company. He was appointed as an Additional Director of the Company with effect from 7th September 2015.

Mr. Kutumbe is a Chartered Accountant. He joined LIC in 1985 and worked in LIC Branch and Divisional Offices in the functional areas of F&A, Marketing P&Gs and Investment. He headed LIC’s Fiji operations from 1998 to 2002.

The Director was appointed during the financial year under review, 3 Board Meetings were held post his appointment, he has attended all the meetings. He holds directorships in 3 other public companies.

Since the appointement is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2

21-Sep-16

For For



Management Proposal

Appointment of Ms. Sandhya S. Kudtarkar as a

Director

Ms. Vishakha V. Mulye, Independent (Woman) Director on the Board of your Company, submitted her resignation as Director, which was effective 18th January 2016. In her place, Ms. Sandhya S. Kudtarkar was appointed as an Additional (Woman) Director of the Company with effect from 16th April 2016.

Ms. Kudtarkar is a Commerce graduate, Chartered Accountant and Company Secretary and has been with the Tata Group since March 1982. Having held various positions in the Secretarial function with Tata Steel Limited, she was the Company Secretary of TataSteel from June 1994 till October 2001. Thereafter, she moved to the Group Legal Department and is presently Vice President – Legal Services of Tata Services Ltd.

Her job profile includes providing support to the senior management team of the Tata Group, handling transactions of mergers, acquisitions, joint ventures, foreign collaborations, divestments and corporate restructuring and providing legal advice to all the Tata Companies on corporate laws. She has sound domain knowledge of Company Law, SEBI Regulations and Foreign Exchange Regulations.

The Director was appointed post the financial year under review, her attendance in Board Meetings cannot be taken into consideration.. He holds directorships in 5 other public companies.


2

21-Sep-16

For For

For For



Management Proposal

Re-appointment of Mr. Anil

Sardana as CEO and Managing

Director

Mr. Anil Sardana was appointed as Managing Director of the Company for a period of 5 years from 1st February 2011 to 31st January 2016. The Board, has, vide Resolution passed on 9th November 2015, re-appointed Mr. Sardana as CEO and ManagingDirector of the Company for a further period of 5 years from 1st February 2016 to 31st January 2021.

Mr. Sardana is an Electrical Engineer from Delhi College of Engineering, a Cost Accountant (ICWAI) and holds a Post Graduate Diploma in Management from Delhi. Mr. Sardana has over three decades of proven experience in the power sector.


Since the re-appoinment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Private placement of Non-

Convertible Debentures

The total borrowings of the Company as on 31st March 2016 are approx. Rs 9,740 crore. The Company estimates to borrow around Rs 2,000 crore to finance its capex requirements till August 2017 as per its Annual Business Plan. Furthermore, since the Company is actively pursuing growth through inorganic routes (acquisition of renewable and thermal power assets), the Company estimates a substantial investment in excess of Rs 3,000 crore to fuel its growth.

Among the various options for raising such funds, the Company may need to raise funds by way of NCDs of upto Rs 5,000 crore to meet these requirements from August 2016 till August 2017.


With respect to the resolution relating to raising of funds via secured/unsecured NCDs up to Rs. 5000 crs, we recommend voting in favor.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and taking into consideration the recommendation of equityresearch team, we may vote in favour of the same.

2

21-Sep-16

For For

For For



Management Proposal

Increase in limits of investments in

other bodies corporate

Based on it’s the financials as on 31st March 2016, 60% of the paid-up share capital plus free reserves and securities premium is approx. Rs 8,546 crore and 100% of free reserves and securities premium is approx. Rs 13,972 crore. As such, any investments in securities in excess of Rs 13,972 crore would require a Special Resolution of the Members in its general meeting.

As on 31st March 2016, the Company had investment in securities of other companies amounting to Rs 13,325 crore. The Company has growth plans in the fields of domestic and overseas generation in thermal, hydro, renewable projects through subsidiaries and joint ventures; transmission for inter-connecting Company’s own Generation and/or Distribution assets; electricity distribution; value-add business of solar modules and cells; EPC and O&M business; fuel securitization through its subsidiaries and joint ventures for which the Company plans to invest around Rs 2,100 crore till August 2017. Furthermore, there are acquisition and investment opportunities in renewable and thermal space for inorganic growth which may require substantial investments to the tune of Rs 4,400 crore. Further, the Company’s wholly owned subsidiary, Coastal Gujarat Power Limited proposes to convert the existing shareholder’s loan of Rs 3,500 crore from the parent Company into Perpetual Debt which will be considered as a fresh investment in securities. Considering these requirements, the Company estimates the amount at Rs 10,000 crore in the next approval period till August 2017.


With respect to the resolution relating to investment/acquisition of securities of any body corporate, up to Rs. 10,000 crs, we recommend voting in favor (merits of individual investments/acquisitions will however have to be made on a case by case basis, depending on the nature of such investments as also the valuations).

Conclusion:


Management Proposal


The Company is undertaking several projects/contracts in India as well as outside Indiamainly for the erection, operation and maintenance of power generation and distribution facilities. To enable the Directors to appoint Branch Auditors for the purpose of auditing the accounts of the Company’s Branch Offices outside India (whether now existing or as may be established), the necessary authorisation of the Members is being obtained in accordance with the provisions of Section 143 of the Companies Act, 2013.

Since the proposal is in accordance with the applicable provisiosn in this regard, we may vote in favour of the same.

2

21-Sep-16

For For

21-Sep-16 For For



Management Proposal

Ratification of Cost Auditor’s Remuneration

The company proposes to ratify the remuneration amounting to Rs 6, 50, 000 payable to M/s. Sanjay Gupta and Associates for the financial year ended March 31st, 2017.

Since the proposal for ratification is in accordance with the applicable provisons in this regard, we may vote in favour of the same.



Management Proposal


adopt

a) the Audited Financial

Statement of the Company for the


March, 2016

(b) the Audited Consolidated

Financial Statement of the Company for the


March, 2016; and the Reports of the

Board of Directors and the

Statutory Auditors and the Comments of the Comptroller &

Auditor General of India thereon



Net profit is Rs 743,100,000 lakhs as on 31st March, 2016 as compared to Rs 508,400,000 lakhs as on 31st March, 2015.

Consolidated:The Company has earned total revenue of Rs 19,039,200,000 lakhs as on 31st March, 2016 as compared to Rs 24,471,800,000 lakhs as on 31st March, 2015. The Company has incurred total expenses of Rs 17,779,800,000 lakhs as on 31st March, 2016 as compared to Rs 2,3702,800,000 lakhs as on 31st March, 2015.Net profit Rs 7,98,100,000 lakhs as on 31st March, 2016 as compared to Rs 480,600,000 lakhs as on 31st March, 2015. The Auditors Reports dated May 26, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

2

21-Sep-16

For For

For For

For For



Management Proposal

To confirm the payments of

Interim Dividends on Equity Shares

and to declare Final Dividend on Equity Shares for

the Financial Year ended 31st

March, 2016

We propose voting in favour of confirmation of interim dividend on equity shares and for declaration of final dividend on equity shares for the year ended March 31, 2016.

Management Proposal

To appoint a Director in place of Shri Shrikant Prakash Gathoo,

Director, who retires by rotation


Shri Shrikant was first appointed on the Board w.e.f 03.11.2011. He holds the qualification of Post Graduate Master’s Degree in Personnel Management. He is with BPCL since the year 1986. Before joining BPCL, he was with BHEL and NTPC. Prior to his appointment to the Board, he was Executive Director (HRS), Head of Integrated Information Systems and Lubes Business. He was also a part of the Project Team which implemented SAP. He was also Head of HRD in BPCL responsible for Human Resource Development Change Management and Organisation Development.




Management Proposal

To authorise the Board of

Directors of the Company to fix

the remuneration of the Joint Statutory

Auditors of the Company for the Financial Year

2016-17

Approval for authorising the Board of Director of the company to fix the remuneration of the Joint Statutory Auditors of the company for the financial year 2016-17 is sought.


2

21-Sep-16

For For

For For



Management Proposal

Approval of Private Placement

of Non-Convertible

Bonds/Debentures and/or Debt

Securities.

Approval is sought for private placement of Non –Convertible Bonds/ Debentures and/or Debt Securities within the overall borrowing limits of the Company, as approved by the Members, to such person or persons, from time to time in one or more tranches.


As regards private placement of NCB/NCD’s we recommend voting in favour.

Conclusion:


Management Proposal

Approval of Material Related

Party Transactions

Name of the Related Party: Bharat Oman Refineries Limited (BORL)

Monetary value: The actual value of material transactions falling under the Listing Regulations for Financial Year 2015-16 entered into: Rs 26,895.74 Crores. The estimated value of material transactions for Financial Year 2016- 17 entered into/to be entered into: Rs 30,930.10 Crores. Ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company for the respective Financial Years 2015-16 and 2014-15 are Rs 21,925.31 Crores and Rs 25,873.11 Crores. The annual material related party transactions value exceed/may exceed ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company for the respective Financial Years based on the subsisting contracts/arrangements/ transactions entered into or to be entered into


We recommend voting in favour of related party transactions with Bharat Oman Refineries Limited.Conclusion:


2

21-Sep-16

For For

For For

For For



Management Proposal


Kumar Mangal as an Independent

Director

Shri Rajesh was first appointed on the Board w.e.f 01.12.2015. He holds the qualification of FCA. He is a Chartered Accountant in practice by profession since the year 1992. He is a Senior Partner of M/s. B. Jain & Associates, Chartered Accountants based at Jaipur. He has experience in Audit, Taxation, Company Law matters and Finance Consultancy.

The Director was appointed during the financial year, 4 Board Meeting were held post his appointment; he has attended all the meetings. He holds directorship in 1 other public company.


Management Proposal

Appointment of Shri Deepak

Bhojwani as an Independent

Director

Shri Deepak was first appointed on the Board w.e.f 01.12.2015. He holds the qualification of IFS, LLB, B.Com. He joined the Indian Foreign Service (IFS) in 1978. Since then, he has served in three Continents - Asia, Europe and South America - as well as the Ministry of External Affairs in New Delhi. During his career, he was accredited as Ambassador in seven Latin American countries. He became a Joint Secretary in the Government of India in October, 1997.

The Director was appointed during the financial year, 4 Board Meeting were held post his appointment; he has attended all the meetings. He does not hold directorship in any other company.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Appointment of Shri Gopal

Chandra Nanda as an Independent

Director

Shri Gopal was appointed on the Board w.e.f 01.12.2015. He is a 1974 batch IPS officer in Odisha cadre. He has served as Orissa DGP and superannuated in the year 2008. He had earlier served in the Vigilance Department.

The Director was appointed during the financial year, 4 Board Meeting were held post his appointment; he has attended all the meetings. He does not hold directorship in any other company.


2

21-Sep-16

For For

For For



Management Proposal

Appointment of Shri Anant

Kumar Singh as Government

Nominee Director

Shri Anant was appointed on the Board w.e.f 02.01.2016. He holds the qualification of IAS, LLB, M. Phil & Ph.D (physics). He joined the Indian Administrative Service in 1984. Presently, he is serving as Additional Secretary & Financial Advisor in Ministry of Petroleum & Natural Gas.

The Director was appointed during the financial year, 3 Board Meeting were held post his appointment; he has attended all the meetings He holds directorships in 2 other public companies.


Management Proposal

Appointment of Shri Ramesh Srinivasan as

Director (Marketing).

Shri Ramesh was appointed on the Board w.e.f 01.03.2016. He holds the qualification of B.Sc.(Honors), M.B.A. He joined BPCL in the year 1980 & has the distinction of heading three major Business Units, viz, Retail, Lubes & LPG. He introduced concepts like Pure for Sure, branded fuels like “SPEED”, and provided low cost Retail Automation. He was also instrumental in launch of In & Out convenience stores, loyalty program, involved in implementation of PAHAL, online booking for new LPG Connection (SAHAJ), conceptualizing & launching of “Project Nishchay etc.

The Director was appointed during the financial year, 4 Board Meeting were held post his appointment; he has attended all the meetings. He holds directorship in 1 other public company


2

21-Sep-16

For For

For For



Management Proposal

Appointment of Shri

Ramamoorthy Ramachandran as

Director (Refineries)

Shri Ramamoorthy was appointed on the Board w.e.f 01.08.2016. He hold sthe qualification of B. Tech in Chemical Engineering. He joined BPCL in the year 1982 as a Graduate Engineer Trainee & has 34 years of experience in the Refining Sector. He has worked in Refinery Operations, Tech Services, Production Planning, Projects, Process Technology, Project Financing etc. In the past he w as actively involved in the design of Numaligarh Refinery Ltd. and in the concept to commissioning of Mumbai Refinery Modernisation projects. Subsequently, he was involved in setting up of Bharat Oman Refineries Limited 6 MMTPA grass root refinery & its stabilisation & post operations. Prior to his appointment, he held the post of Managing Director of Bharat Oman Refineries Ltd.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration.. He holds directorship in 1 other public company.



Management Proposal

Approval of Remuneration of the Cost Auditors for the Financial

Year 2016-17

The company proposes to pay remuneration as under:

M/s. ABK & Associates, Mumbai (Lead Auditor) Refineries, products pipelines, etc. (other than Lubes) 2,20,000/- plus service tax as applicable and reimbursement of out-of-pocket expenses.

M/s. Bandyopadhyaya Bhaumik & Co., Mumbai Lube Oil Blending Plants: Wadilube; Tondiarpet and Budge Budge 1,00,000/- plus service tax as applicable and reimbursement of out-of-pocket expenses.


2

21-Sep-16 For For

For For

For For

Steel Authority of India Limited


Management Proposal


adopt the (i) the Audited


Statements of the Company for the Financial Year

ended 31st March, 2016 together with Reports of the


Auditors thereon



Net profit / loss Rs (429,600,000) lakhs as on 31st March, 2016 as compared to Rs 203,500,000 lakhs as on 31st March, 2015. The Auditors Reports dated May 28, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same

Management Proposal

(ii) the Audited Consolidated

Financial Statements of the Company for the Financial Year

ended 31st March, 2016 and the Report of the Auditors thereon

Management Proposal


of Shri Binod Kumar (DIN:


at this Annual General Meeting and is eligible for re-appointment.



Since the appointment is in accordance with the applicable provisiosn in this regard, we may vote in favour of the same.

2

21-Sep-16

For For

For For



Management Proposal

To fix the remuneration of the Auditors of the Company

appointed by the Comptroller &

Auditor General of India for the Financial Year

2016-17.

The company proposes to fix the remuneration of Auditors of the company appointed by the Comptroller & Auditor General of India for the financial year 2016-17.


Management Proposal

To appoint Shri P.K. Dash (DIN-01578400) as an


Company.

On nomination by the President of India vide Government's Notification F.No. 6(13) / 2015-BLA dated 13th November, 2015, Shri P.K. Dash (DIN: 01578400) was appointed as an Additional Director of the Company with effect from 18th November, 2015.

He is a former Indian Administrative Service (IAS) Officer of 1981 batch (Madhya Pradesh Cadre) and retired as Additional Chief Secretary to the Government of Madhya Pradesh. He is a Post Graduate in English Literature & Linguistics. During his 34 years of experience as a public servant he has worked in several key sectors like Finance & Taxation, Commerce & Industries, Labour & Industrial Health & Safety, Rural Development and Panchayati Raj & Social Welfare in the State Government of Madhya Pradesh. He also has the experience of working in the Government of India in various capacities such as Chief Executive Officer, Price Stabilisation Fund and as Joint Secretary in the Ministry of Commerce & Industry. He has also been associated with several Public Sector Undertakings such as Managing Director of M.P. Trade & Investment Facilitation Corporation Ltd. (MPTRIFAC) and M.P. State Industries Development Corporation Ltd. (MPSIDC) and Chairman & Managing Director of Export Credit Guarantee Corporation of India Limited.

The Director was appointed during the financial year under review,5 Board meetings were held post his appointmnent, he has attended all the meetings. He holds directorships in 2 other companies.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and te voting policy of our company, we may vote in favour of the same.

2

21-Sep-16

For For



Management Proposal

To appoint Prof. Ashok Gupta

(DIN-07342950) as an Independent


On nomination by the President of India vide Government's Notification F.No. 6(13) /2015-BLA dated 13th November, 2015, Prof. Ashok Gupta (DIN: 07342950) was appointed as an Additional Director of the Company with effect from 18th November, 2015.

He is a Professor in the Department of Civil Engineering, IIT, Delhi. He obtained his B. Tech. in Civil Engineering from IIT, Delhi in 1979 and Ph. D. from IIT, Delhi in 1984. He has about thirty years of research and teaching experience in India and abroad. He has supervised five Ph. D thesis, several M. Tech. and B. Tech projects. He has published a number of books and more than eighty papers in leading journals and peer reviewed conferences. His areas of specialization include earthquake engineering, health monitoring of structures and e-learning. He has held visiting research and teaching appointments at MIT (USA), EPFL (Switzerland) and Nanyang Technological University (Singapore). He has been Professor-in-charge Planning from 2004 to 2007, Dean of Alumni Affairs and International Programmes from 2007 to 2011, Dean, Infrastructure from 2012 to 2014 in IIT, Delhi, Member, Board of Governors of IIT, Delhi from Jan 2014 to December 2015 and is currently Deputy Director (Operations) at IIT, Delhi.

The Director was appointed during the financial year under review,4 meetings were held post his appointmnent, he has attended all the meetings. He does not hold directorship in any other company.


2

21-Sep-16

For For

For For



Management Proposal

To appoint Shri Parmod Bindal



On nomination by the President of India vide Government's Notification F.No. 6(13) /2 015 -BLA dated 13th November, 2015, Shri Parmod Bindal (DIN: 06389570) was appointed as an Additional Director of the Company with effect from 18th November, 2015.

He is a practicing Chartered Accountant (CA) based at Chandigarh. He passed CA final examination in November, 1989 from the Institute of Chartered Accountants of India. He has also done certificate course of Arbitration in 2005 and Certificate Course of Indirect Taxes in 2013, both from the Institute of Chartered Accountants of India. His area of specialization is Direct and Indirect Taxes, Company Law matters, Accounting, Internal Audit and Statutory Audit. He has over two decades of experience of Statutory Audit of Government Departments, Public Sector Undertakings, Banks, etc.

The Director was appointed during the financial year under review,5 Board meetings were held post his appointmnent, he has attended all the meetings. He does not hold directorship in any other company.


Management Proposal

To appoint Shri Parmod Bindal



On nomination by the President of India vide Government's Notification F.No. 6(13) /2 015 -BLA dated 13th November, 2015, Shri Parmod Bindal (DIN: 06389570) was appointed as an Additional Director of the Company with effect from 18th November, 2015.

He is a practicing Chartered Accountant (CA) based at Chandigarh. He passed CA final examination in November, 1989 from the Institute of Chartered Accountants of India. He has also done certificate course of Arbitration in 2005 and Certificate Course of Indirect Taxes in 2013, both from the Institute of Chartered Accountants of India. His area of specialization is Direct and Indirect Taxes, Company Law matters, Accounting, Internal Audit and Statutory Audit. He has over two decades of experience of Statutory Audit of Government Departments, Public Sector Undertakings, Banks, etc.

The Director was appointed during the financial year under review,5 Board meetings were held post his appointmnent, he has attended all the meetings. He does not hold directorship in any other company.


2

21-Sep-16

For For

For For



Management Proposal

To appoint Mrs. Anshu Vaish



On nomination by the President of India vide Government's Notification F.No. 6(13)/2015-BLA dated 13th November, 2015, Mrs. Anshu Vaish (DIN: 02924346) was appointed as an Additional Director of the Company with effect from 18th November, 2015.

She is a former Indian Administrative Service (IAS) officer of 1975 batch of Madhya Pradesh cadre and retired as Secretary, Department of School Education & Literacy, Ministry of Human Resource Development, Government of India.

The Director was appointed during the financial year under review, 4 Board meetings were held post his appointmnent, she has attended all the meetings. She does not hold directorship in any other company.


Management Proposal

To appoint Dr. N. Mohapatra (DIN-07352648) as a


Company

On nomination by the President of India vide Government's Order No.6(6)/ 2015-BLA dated 26th November, 2015, Dr. N. Mohapatra (DIN: 07352648) was appointed as an Additional Director of the Company with effect from 27th November, 2015. He is a MA, LL.B, Ph.D (in History) from the University of Delhi and two Post Graduation Diplomas in Management from the University of Kolkata and AIMA, New Delhi. Dr. N. Mohapatra joined SAIL in 1980. In his over 36 years of service in SAIL, Dr. Mohapatra held several important positions in the Company. Dr. Mohapatra has got indepth insight in the various HR Issues including manpower restructuring, multi-skilling, climate survey, change management, human resource information systems, negotiations, township administration, automation of HR administration, innovative approach to employee communication, etc.

The Director was appointed during the financial year under review, 4 Board meetings were held post his appointmnent, he has attended all the meetings. He does not hold directorship in any other company.


2

21-Sep-16

For For

For For



Management Proposal

Appointment of Shri G.

Vishwakarma (DIN-07389419) as a Whole-time Director of the

Company

On nomination by the President of India vide Government's Order No.6(11)/ 2015 dated 30th December, 2015, Shri G. Vishwakarma (DIN: 07389419), was appointed as an Additional Director of the Company with effect from 31st December, 2015.

He is BE in Mechanical Engineering. He is also a Graduate in Industrial Engineering, ME in Environment Science & Engineering and PG Diploma in Business Management. Shri Vishwakarma joined the Company in January 1982 and steadily rose to the position of Asstt. General Manager before exploring options outside SAIL in 2006. Prior to joining the Company as Director, he was heading the upcoming 3-MTPA green field Steel Plant in Chhattisgarh State as Executive Director, NMDC Steel Ltd. (NSL). Apart from SAIL and NMDC Ltd., he has experience of working with Jindal Stainless Ltd. (JSL) and Ispat Industries Ltd.

The Director was appointed during the financial year under review, 3 Board meetings were held post his appointmnent, he has attended all the meetings. He does not hold directorship in any other company.


Management Proposal

Appointment of Shri Raman

(DIN: 06840232) as a Whole-time Director of the

Company.

On nomination by the President of India vide Government's Notification No.6(12)/2015-BLA dated 14th March, 2016, Shri Raman (DIN: 06840232) was appointed as an Additional Director of the Company with effect from 1st July, 2016. He is a B.Tech in Mechanical Engineering from BIT, Sindri, Dhanbad. Shri Raman joined SAIL in 1979 as Graduate Engineer. In his career spanning over 37 years, Shri Raman held various important positions in the Bokaro Steel Plant, which is one of the Integrated Steel Plants operated by the Company. He has also worked in Centre for Engineering & Technology and Salem Steel Plant. His area of specialization includes Operations and Management of Steel Plants, Projects Engineering, etc. He has been recently inducted as a Member of the Audit Committee of the Company.



2

21-Sep-16

For For

For For



Management Proposal

To obtain consent for Borrowings and creation of charge on the assets of the Company.

As informed in the previous years, your Company has taken up a massive Modernisation & Expansion programme of its Plants and also for augmentation of Raw Material supplies from its own mines. The expansion programme has been decided to be funded through a mix of debt and equity. The Company has already spent about Rs 62,441 crore on its expansion programme till 30.04.2016. In order to part finance the expansion programme, your Company plans to borrow about Rs 5,000 crore during the next year.

On analysis of the various options of raising funds through borrowing in Domestic and International Market, it has been decided by the Board of Directors to raise the funds through private placement of Secured Nonconvertible Debentures / Bonds to the extent of Rs 5,000 crore during the year.

Comments of equity research team:We may vote in favour of the resolution for borrowing and allied activities.

Conclusion:Since the proposl is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

Management Proposal

To ratify Remuneration of Cost Auditors of

the Company

As informed in the previous years, your Company has taken up a massive Modernisation & Expansion programme of its Plants and also for augmentation of Raw Material supplies from its own mines. The expansion programme has been decided to be funded through a mix of debt and equity. The Company has already spent about Rs 62,441 crore on its expansion programme till 30.04.2016. In order to part finance the expansion programme, your Company plans to borrow about Rs 5,000 crore during the next year.

On analysis of the various options of raising funds through borrowing in Domestic and International Market, it has been decided by the Board of Directors to raise the funds through private placement of Secured Nonconvertible Debentures / Bonds to the extent of Rs 5,000 crore during the year.

Comments of equity research team:We may vote in favour of the resolution for borrowing and allied activities.

Conclusion:Since the proposl is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

2

21-Sep-16 For For

For For

HeroMoto Corp Limited


Management Proposal



statements (including


statements) of the Company for the


2016 together with the reports of the Directors’

and Auditors’ thereon.



Net profit Rs 313,200,000 lakhs as on 31st March, 2016 as compared to Rs 238,500,000 lakhs as on 31st March, 2015. Consolidated:The Company has earned total revenue of Rs 2,900,200,000 lakhs as on 31st March, 2016 as compared to Rs 28,03000000 lakhs as on 31st March, 2015.


Net profit Rs 309,300,000 lakhs as on 31st March, 2016 as compared to Rs 236,400,000 lakhs as on 31st March, 2015. The Auditors Reports dated May 5, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

Management Proposal

To confirm payment of

Interim dividend of Rs 40/- per

equity share and to declare a final dividend of Rs 32/- per equity share for the financial year

ended March 31, 2016.

We recommend voting in favour of confirmation of payment of interim dividend of Rs 40 per equity share and to declare a final dividend of Rs 32 per equity share for the financial year ended March 31, 2016.

2

21-Sep-16

For For

For For

For For



Management Proposal

To re-appoint Mr. Suman Kant Munjal (DIN 00002803),

Director retiring by rotation

Shri Suman was appointed on the Board w.e.f July 2010. He is a graduate in commerce and has expertise in business management. He has rich experience of over 30 years and has been instrumental in elevating Rockman Industries to its current state.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 3 other public companies.


Since the re-appointment is in accordance with the applicable provisiosn of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

To ratify the Appointment of


Company and to fix their

remuneration

The company proposes to ratify the appointment of statutory auditors of the company and to fix their remuneration for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.


Management Proposal

Appointment of Mr. Paul Bradford

Edgerley (DIN: 02213279) as an


Company.

Shri Paul was appointed on the Board w.e.f May 2011. He was appointed as Non-Executive and Independent Director with effect from May 5, 2016 for a term of 5 consecutive years.

He is a certified working public accountant and MBA with distinction from Harvard Business School and a BS from Kansas State University. He brings with him about three decades of enriched experience in the field of Finance and Administration.He holds the qualification of Certified Working Public Accountant, BS from Kansas State University and MBA from Harvard Business School.



2

21-Sep-16

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For For

For For



Management Proposal

Re-appointment of Mr. Pawan Munjal (DIN:

00004223) as the Chairman, Managing

Director & CEO of the Company

Shri Pawan was appointed on the Board w.e.f October 1986. He holds the qualification of Mechanical Engineering. He was appointed as the Managing Director & CEO of the Company for a period of five years with effect from October 1, 2011. He was elevated as the Chairman of the Company w.e.f. June 1, 2015 and his term of appointment will complete on September 30, 2016.

The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other public company.


Management Proposal

Appointment of Mr. Vikram

Sitaram Kasbekar, (DIN: 00985182) Head of Operations & Supply Chain of

the Company as a wholetime

Director and approval of

remuneration and other terms and conditions of his

appointment

Shri Vikram holds the qualification of B.E. (Mechanical), IIT Madras. He was appointed on the Board w.e.f August 2016. He has been associated with the Company as Head of Operations & Supply Chain of the Company from past 14 years in two stints and has contributed significantly to the growth of your Company. Mr. Kasbekar brings more than four decades of experience in the field of Operations, Supply Chain, Manufacturing and Project Engineering.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He does not hold directorship in any other company.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal


Cost Auditors for FY 2015-16 and

2016-17.

The Board of the company at its meeting held on August 3, 2015 and August 8, 2016 approved the appointment of M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi (FRN 000019) to conduct cost audit of all applicable products and group of products for the FY 2015- 16 at a remuneration of Rs 5,00,000 plus service tax and reimbursement of out of pocket expenses and for the FY 2016-17 at a remuneration of Rs 6,50,000.Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

2

24-Sep-16 For For

For For

Oil India Limited


Management Proposal





2016 together with Reports of

the Board of Directors and the Auditors thereon.



Net profit is Rs 233,000,000 lakhs as on 31st March, 2016 as compared to Rs 251,000,000 lakhs as on 31st March, 2015.

Consolidated :



Net profit is Rs 181,400,000 lakhs as on 31st March, 2016 as compared to Rs 248,400,000 lakhs as on 31st March, 2015. The Auditors Reports dated May 26, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

Management Proposal

To confirm Interim Dividend

and to declare Final Dividend on equity shares for the financial year

2015-16.

We propose voting in favour of confirmation of interim dividend and for declaration of final dividend on equity shares for the financial year 2015-16.

2

24-Sep-16

For For

For For

Oil India Limited


Management Proposal


of Smt. R.S.Borah,

Director (Finance) (DIN : 06700534), who

retires by rotation and offers herself

for re-appointment.

Shri R S Bora was appointed on the Board w.e.f 01.10.2013. He is a Chartered Accountant. She is the first ever lady functional director on the Board of OIL. Mrs. Borah has to her credit over 29 years of rich experience in diverse fields of Financial Management, Audit and Strategic Planning. She had been honoured with the ‘Best CA Professional Woman Achiever A ward’ by The Institute of Chartered Accountants of India and had also received a special com mendation “Petrofed Woman Executive of Oil & Gas Industry Award” by Petrofed, India. Mrs. Borah is a post graduate in Commerce from Delhi School of Economics and has the distinction of being the first lady Chartered Accountant from the North-East India. Her laurels include the prestigious Fulbright Hubert Humphrey Fellowship, USA.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. She holds directorships in 4 other companies.



Management Proposal

To appoint a Director in place of Shri Sudhakar

Mahapatra, Director (E&D)

(DIN : 06941346), who

retires by rotation and offers himself

for re-appointment.

Shri Sudhakar was appointed on the Board w.e.f 04.08.2014. He holds the qualification of M.Sc. He possesses experience of more than 35 years in various facets of petroleum exploration and development which includes exploration strategy & planning, integrated Geoscientific evaluation, Discovery appraisal, acreage management, reserve management, Techno-com mercial evaluation of opportunities, management of strategic unit abroad etc. He possesses deep understanding of exploration management under PSC/JV regimes, E&P business development process, Domestic and global petroleum sector, various softwares/ technologies of the sector. Prior to joining OIL, he has worked in ONGC and OVL in various capacities. He headed SBU unit at Nigeria and E&P group at OVL Delhi. He has also won many awards and recognitions as a geologist and a manager. He also has to his credit many publications in National and International journals besides presentations at international forums.

The Director has 90 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship 1 other company.



2

24-Sep-16

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For For

For For

Oil India Limited


Management Proposal

To authorize Board of

Directors to decide

remuneration / fees of the Statutory

Auditors for the FY 2016-17.


Management Proposal

To appoint Shri Utpal Bora (DIN :

07567357) as Chairman and


Company.

Shri Utpal was appointed on the Board w.e.f 18.07.2016. His latest assignment was as Executive Director- Asset Manager of ONGC’s Mehsana Asset. Mr. Bora took over as Asset Manager, Mehsana on 1st October, 2014, which is the highest Onshore producing Asset of ONGC Ltd, where he was leading a team of about 2300 engineers and technicians to sustain production from brown fields with about 1800 operating wells, 07 drilling & 20 work over rigs, about 80 exploratory and development wells drilled per year and 38 surface installations. As Asset Manager he also oversaw Finance, Material Management, HR, CSR and coordination with statutory bodies and the Government of Gujarat. He is credited with turning around ONGC’s highest producing onshore Asset and steering it towards newer heights. Under his leadership the Mehsana Asset received the Best Onshore Award of ONGC last year.

Since the Director was appointed post the financial year under review, his attendance in Board Meeting is unavailable for consideration. He holds directorships in 2 other companies.


Management Proposal

To ratify the remuneration of


year ending March 31, 2017.

The company proposes to ratify the remuneration payable to M/s Chandra Wadhwa & Co., Cost Accountants at an aggregate remuneration amounting to Rs. 1.45 lakhs for the financial year 2016-17.


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Oil India Limited


Management Proposal

To approve issuance of


basis

The Company has been raising money by issue of Bonds in the nature of Debentures to meet its capital expenditure as well as working capital requirements. Hence approval of members through Special Resolution is being sought in line with the provisions of the Companies Act 2013 to enable the company to issue Bonds, in the nature of debentures upto Rs. 6000 crore (from domestic as well as overseas market) in aggregate, through private placement of bonds as it may deem necessary during the period of one year from the date of approval by members within the overall borrowing limit of of the Company.


We recommend voting in favor of private placement of debentures.Conclusion:

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

Grasim Industries Limited


Management Proposal

Adoption of the Audited Financial Statements of the Company for the


March, 2016, together with the


Directors and Auditors thereon;

and

The company has earned revenue of Rs 9,26100,000 lakhs as on March 31, 2016 and Rs 6,68000,000 lakhs as at March 31, 2015

The company has incurred expenses of Rs 7,40000,000 lakhs as on March 31, 2016 and Rs 5,66700,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 95,300,000 lakhs and Rs 52,900,000 as at March 31, 2015.

Consolidated:


The company has incurred expenses of Rs 29,94700,000 lakhs as on March 31, 2016 and Rs 27,69300,000 lakhs as at March 31, 2015. Net profit of the company as at 31 march 2016 was Rs 235,900,000 lakhs and Rs 1,74300,000 as at March 31, 2015.

The Auditors Reports dated May 7, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same

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The company has incurred expenses of Rs 7,40000,000 lakhs as on March 31, 2016 and Rs 5,66700,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 95,300,000 lakhs and Rs 52,900,000 as at March 31, 2015.

Consolidated:


The company has incurred expenses of Rs 29,94700,000 lakhs as on March 31, 2016 and Rs 27,69300,000 lakhs as at March 31, 2015. Net profit of the company as at 31 march 2016 was Rs 235,900,000 lakhs and Rs 1,74300,000 as at March 31, 2015.


Management Proposal

Adoption of the Audited




March, 2016, together with the

Report of the Auditors thereon

Management Proposal


Equity Shares for the financial year


We propose voting in favour of declaration of final dividend on equity shares for the year ended March 31, 2016.

Management Proposal

Appointment of Director in place of Mr. Shailendra

K. Jain (DIN: 00022454), who



Shri Shailendra was appointed on the Board w.e.f April 1, 2010. He holds the qualification of B.Sc and has expertise in Management.




Management Proposal

Appointment of Director in place of Mrs. Rajashree

Birla (DIN: 00022995), who


eligible, offers herself for re-appointment

Mrs Rajashree Birla was appointed on the Board w.e.f March 14,1993. She holds the qualification of B.A.

She has less than 50% attendance in Board Meetings, however it was clarified that she is an active member on the Board and could not attend a few meetings due to prior business commitments. She holds directorships in 7 other public companies.


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Management Proposal

Re-appointment of M/s. G.P.

Kapadia & Co., Chartered

Accountants (Registration No. 104768W), the retiring Joint



remuneration

The company proposes to appoint M/s G P Kapadia and Co., Chartered Accountants, for a period of 1 year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year. Keeping in view, the above, we may vote in favour of the same.

Management Proposal

Appointment of M/s. BSR & Co. LLP, Chartered Accountants, (Registration

No.101248W/W-100022), as the Joint Statutory Auditors of the


remuneration

The company proposes to appoint M/s BSR and Co., LLP Chartered Accountants, for a period of 1 year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; The company is proposing to appoint the auditors for a period of one year. Keeping in view, the above, we may vote in favour of the same.

Management Proposal

Appointment of Mr. K. K.

Maheshwari (DIN: 00017572)

as a Director (NonExecutive) of the Company

The Director was appointed on the Board on April 1, 2016. He holds the qualification of M.Com, FCA.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He holds directorship in 1 other company.


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Management Proposal

Appointment of Mr. Arun Kannan

Thiagarajan (DIN: 00292757) as an Independent


Shri Arun was appointed on the Board w.e.f May 7, 2016. He holds the qualification of M.Sc, Engineering.

Since the Director was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He holds directorships in 5 other public companies.


Management Proposal

Appointment of Mr. Dilip Gaur

(DIN: 02071393) as a Director of the Company

Shri Dilip was appointed on the Board w.e.f April 1, 2016. He holds the qualification of B.E Chemical.



Management Proposal

Appointment and remuneration of Mr. Dilip Gaur

(DIN: 02071393) as Managing


Management Proposal

Payment of commission to the

Non-Executive Directors of the

Company

In view of Sections 197 and 198, and other relevant provisions of the Companies Act, 2013, Regulation 17(6) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 [SEBI (LODR)], and taking into account the roles and responsibilities of the directors, it is proposed that the remuneration by way of commission be paid to the Non-Executive Directors of the Company, of a sum not exceeding such percentage of net profits of the Company, as may be permissible from time to time, calculated in accordance with the provisions of the Companies Act, 2013, for each relevant financial year for a period of five years, commencing from 1st April, 2016.


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Management Proposal

Issuance of Non-Convertible


basis

In order to augment long-term resources for financing to meet inter alia, the liabilities of erstwhile Aditya Birla Chemicals (India) Limited, which was merged with the Company during the FY 2015-16, capital expenditure, prepayment of high cost debts and/ or general corporate purposes, the Company may offer or invite subscription for secured/unsecured redeemable NCDs, in one or more series/tranches on private placement basis, issuable/redeemable at par on such terms and conditions as the Board of Directors may from time to time determine.


We recommend voting in favour of the resolution for issuance of non-convertible debentures on private placement basis.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the equity research team, we may vote in favour of the same.

Management Proposal


Cost Auditor M/s. D.C. Dave & Co., Cost Accountants (Registration No.:

000611) for the financial year ending 31st March, 2017

The company proposes to ratify the remuneration payable to Auditor M/s. D.C. Dave & Co., Cost Accountants amounting to Rs 7,50,000/- for the financial year 2016-17.


Management Proposal

Sub-division of Equity Shares of

the Company

With a view to encourage the participation of small investors by making Equity Shares of the Company affordable, the Board of Directors at its Meeting held on 11th August, 2016 approved the sub-division of one Equity Share of the Company having a face value of Rs 10 each fully paid up into five Equity Shares of face value of Rs 2 each fully paid up subject to approval of the Members and any other statutory and regulatory approvals, as applicable.

The sub-division as aforesaid would require consequential amendments to the existing Clause 5 of the Memorandum of Association and Article 3 of the Articles of Association of the Company as set out in Item Nos. 14, 15 and 16 of the Notice respectively to reflect the change in face value of each Equity Share from Rs 10 each fully paid up to Rs 2 each fully paid up.


We recommend voting in favour of sub-division of equity shares of the company.

Management Proposal

Alteration of Capital Clause of Memorandum of


Management Proposal

Alteration of Articles of


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Power Grid Corporation of India Limited`


Management Proposal




consolidated inancial

statements) of the Co ompany for

the inancial year ended 31st

March, 2016, the Report of the


Auditors thereon




Management Proposal

To note the payment of

interim dividend and declare inal dividend for the Financial Year

2015-16.

We recommend voting in favour of payment of interim dividend and declaration of final dividend for the financial year 2015-16.

Management Proposal

To appoint a Director in place of Dr. Pradeep Kumar (DIN :



Shri Pradeep was appointed on the Board w.e.f 10th September, 2013. He holds the qualification of B. Tech in Electronics, MBA, Master Diploma in Public Administration and Governance and Ph.D in the area of Integrated Freight Transport Planning.During illustrious career of 29 years as IAS officer, he has held various administrative positions in the areas of Revenue, Finance, Transport, Shipping, Inland Water Transportation, Water Resources, Power & Renewable Energy, Irrigation, Food & Civil Supplies, Consumer Affairs, Environment& Forests.The Director has 80 % attendance in Board meetings and has also attended the previous Annual General Meetings. He holds directorship in1 other company


Since the appointment is in accordance with the applicable provisions Of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal


of Ms. Jyoti Arora (DIN :


and being eligible, offers herself for re-appointment

Ms Jyoti was appointed on the Board w.e.f 20th March, 2014. She holds the qualification of Post Graduate (Economics).Ms. Jyoti Arora is an eminent energy professional in India, and is presently working as Joint Secretary in the Ministry of Power, looking after policy making in electricity sector concerning Regulatory Affairs, Transmission and Renewable Grid Integration. Her work also includes working closely with the States for planning and implementing the 24x7 Power For All, the flagship programme of Government of India. In her over 26 years of experience in the Indian Administrative Service, she has been closely associated at the grassroots level with the issues of energy access, its delivery and appropriate technology options. She has holistic experience in the power sector of policy making and also its implementation as she was Managing Director of electricity utilities dealing in Distribution, Transmission and Generation for more than a decade. As Chief of Bureau of Energy Efficiency (BEE) in India she was closely involved in implementation of Clean Energy initiatives. Has also represented the country in UNFCC Climate Change negotiations.

The Director has 60% attendance in Board meetings and has also attended the previous Annual General Meetings She holds directorships in 2 other companies.

Since the appointment is in accordance with the applicable provisions Of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

Management Proposal

To ix the remuneration of

the Statutory Auditors for the Financial Year

2016-17.


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Management Proposal

To approve the appointment of

Shri Jagdish Ishwarbhai Patel (DIN: 02291361) as an Independent

Director.

The Director was appointed on the Board w.e.f17th November, 2015. He holds the qualification of B.Sc., ASTM-UT, MBA (Ind.) he has an illustrious career spanning over 35 years contribution in the areas of Energy Generation, Mining and Space sectors as engineering solution providers and strategic planner over business auxiliary units. Having been a Director (Tech.) at Pushpak Trademech Limited, as well as KIA Infrastructure Development Limited and active member of Gujarat Chamber of Commerce and Industry (GCCI), he has served as a member of several institutions such as District Implementation & Industrial Management Committee of ITI, Industrial Management Committee of IGTR and has also served as President as well as Treasurer at LUB-Gujarat and also member of Standing Committee/ Town Planning Committee/ Solid Waste Management Committee of AMC.

The Director was appointed during the financial year under review, 3 Board Meetings were held post his appointment, he has attended all the meetings. He holds directorships in 2 other companies.

Since the appointment is in accordance with the applicable provisions Of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal


the Cost Auditors for the Financial Year 2016-17.

The company proposes to ratify the remuneration payable to M/s K. G. Goyal & Associates and M/s R. M. Bansal & Co. as joint Cost Auditors of the Company for the FY 2016-17amounting to Rs 2,00,000/-


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Management Proposal

To raise funds in INR or any other

acceptable foreign currency as permitted by Reserve Bank of India (RBI) up to Rs 14,000 Crore,

during the Financial year

2017-18 in up to eight

tranches/offers with/without Green Shoe

Option and each tranche / offer

shall be of up to Rs 2,000 Crore of Bonds, exclusive

of Green Shoe Option.

POWERGRID Board of Directors, in their 331st meeting held on 05.08.2016, approved raising of secured / unsecured, non-convertible, noncumulative, redeemable, taxable/tax-free Rupee Linked Bonds/Bonds under private placement / Term Loans / Term loan in the form of Line of Credit / ECB / FCB / Multilateral funding /Suppliers credit up to Rs 15,750 Crore (Approx) in one or more tranches depending upon the requirement of funds during the Financial Year 2017-18 for financing of POWERGRID Capital expenditure requirement and further in the event of requirement of inter-corporate loan(s) on cost to cost basis and back to back servicing, to wholly owned Project Special Purpose Vehicle(s) acquired by POWERGRID under Tariff Based Competitive Bidding.

The aforesaid amount of Rs 15,750 Crore includes a proposed drawl of approximately Rs 1,750 Crore from multilateral funding / External Commercial Borrowings (ECB) / Suppliers Credit as Foreign Currency Committed Loans (FCCL). POWERGRID has a term loan agreement with State Bank of India in the form of Line of Credit of Rs10,000 Crore spread over a period of five years and has undrawn balance of Rs 2,215 Crore as at the end of June, 2016. However, the actual drawl from SBI and FCCL can be ascertained only in due course of time depending upon the requirement of funds during F.Y. 2017-18 and any shortfall in drawl from SBI and FCCL will be compensated through raising of additional debt fund from domestic / external sources through issue of Bonds on Private Placement basis in one or more tranches. Accordingly, it is proposed to raise funds in INR or any other acceptable foreign currency as permitted by RBI through issue of Rupee Linked Bonds/Bonds on Private Placement basis in one or more tranches / offers up to Rs 14,000 crore (within the aforesaid limit of Rs 15,750 Crore) from domestic/external sources under Section 179(3)(c)/179(3)(d) of the Companies Act, 2013, depending upon the requirement of funds during the Financial Year 2017-18.The proposed borrowing for FY 2017-18 will be within the overall borrowing limits of Rs 1,50,000 crore.

Comments of equity research team:We recommend voting in favour of resolution for raising funds.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the

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Bharat Heavy Electronics Limited


Management Proposal


statements of the Company for the year ended 31st

March, 2016 together with the Directors’ Report

and Auditors’ Report thereon



Net profit Rs 181,400,000 lakhs as on 31st March, 2016 as compared to Rs 248,400,000 lakhs as on 31st March, 2015. Consolidated:The Company has earned total revenue of Rs 11,104,200,000 lakhs as on 31st March, 2016 as compared to Rs 1,123,600,000 lakhs as on 31st March, 2015.



Management Proposal


financial year 2015-16

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Management Proposal

Re-appointment of Shri D.

Bandyopadhyay (DIN: 07221633)

who retires by rotation

Shri D. Bandyopadhyay (DIN: 07221633), was appointed as Director (Human Resources) on the Board of BHEL w.e.f. 1st August, 2015.He is an Electrical Engineer from the Jadavpur University, Kolkata, West Bengal. During a career spanning more than 34 years he has had diversified and versatile professional experience of work encompassing Strategic as well as Operational Management areas in various capacities in BHEL, including Power Projects both in India and abroad.

He started his career in BHEL in 1981, at BHEL-Power Sector-Technical Services, New Delhi as an Engineer Trainee. Thereafter, working with Power Sector- Eastern Region, he spent a considerable period at erection sites in India, acquired and enriched professional experience in Project Implementation and Construction. Shri Bandyopadhyay has diversified experience of execution of a number of Power Projects of Power Sector aswell as Industrial Sector in addition to Overseas Projects, which is a unique distinction. He was a key member of the team in successful execution of three consecutive EPC projects of PDO, Oman by spearheading the Engineering, Planning and Project Execution. The completion of these projects on time which also demanded implementation of very high standards of safety and quality enabled BHEL to secure further orders from overseas, for Gas Turbines.

The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 1 other company.



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Management Proposal

Re-appointment of Shri Amitabh Mathur (DIN:


Shri Amitabh Mathur (DIN: 07275427), was inducted as Director (Industrial Systems & Products) on the Board of BH EL w.e.f 1st September, 2015. He is a Mechanical Engineer from Delhi College of Engineering. He also holds a Masters in Business Administration from Faculty of Management Studies, Delhi University. He has more than 35 years of rich, diversified and versatile professional experience through working in major segments of BHEL and has handled a variety of responsibilities in strategic as well as operational areas in various capacities and functions. He started his career in BHEL as an Engineer Trainee in January 1981.

The Director was appointed during the financial year under review, 5 Board Meetings were held post his appointment, he has attended all the meetings. He holds directorships in 2 other companies.



Management Proposal

Authorize the Board of

Directors to fix the remuneration of the Auditors

for the year 2016-17

Approval is sought for authorising the Board of Directors to fix the remuneration of the Auditors for the year 2016-17.


Management Proposal

Ratification of Remuneration of Cost Auditors for

financial year 2016-17

The company proposes to ratify the remuneration payable to the Cost Auditors for the financial year 2016-17. Since the proposal for ratification is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

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Management Proposal

Appointment of Shri Subrata

Biswas (DIN: 07297184) as

Director

Shri Subrata Biswas (DIN: 07297184), was appointed as Director (Engineering, Research & Development) on the Board of BHEL on 24th September, 2015.

An Electronics Engineer from BHU-IT (now IIT-Varanasi) and an MBA from the Indian Institute of Management, Kolkata, Shri Biswas also completed a Fellowship Program from Purdue University, USA. Shri Biswas has nearly 35 years of diversified and versatile professional experience through working in major R&D segments of BHEL. He was involved in the formulation and finalisation of BHEL’s R&D Policy in 2013 and is presently overseeing its implementation at all units/divisions of the company.

The Director was appointed during the financial year under review, 4 Board Meetings were held post his appointment, he has attended all the meetings. He does not hold directorship in any other company.


Management Proposal


Kishore (DIN: 02425323) as

Director

Shri Rajesh Kishore (DIN: 02425323), was inducted as Part-time Non-Official Director on the Board of BHEL on 18th December, 2015. He is a retired IAS officer of 1980 batch and had been allotted to the Gujarat Cadre. He has held many significant positions in both the central and state governments since the inception of his career in public service. He had been empanelled to the rank of a Secretary to the Government of India in October 2013. He had last worked as the Secretary General of the National Human Rights Commission in Delhi since July 2014.

He has masters’ degrees in physics and management (from Indian Institute of Management, Ahmedabad) as well as a diploma in social development. While in Government service, he has held various positions in both the Government of Gujarat and the Government of India in various areas, namely, human rights, health and family welfare, food security, disaster management, land administration, science and technology development, indirect taxes, small industries, finance, gender and development etc. During his career of about 35 years in public service, there has been considerableexposure to various aspects of governance. During this experience in Gujarat and the Union Governments, he has developed in-depth insights and sensitivities into various aspects of public governance.



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Management Proposal

Appointment of Shri Keshav N. Desiraju (DIN: 07372233) as

Director

Shri Keshav N. Desiraju (DIN: 07372233), was inducted as Part-time Non-Official Director on the Board of BHEL on 18th December, 2015. He is a retired IAS officer of 1978 batch, Uttarakhand cadre. He was Secretary, Department of Consumer Affairs at the time of his retirement. Shri Desiraju is Master of Arts (Economics & Sociology) from University of Cambridge and Master in Public Administration from Harvard University.In 2013, Shri Desiraju was Secretary, Health & Family Welfare to the Government of India. Earlier in his career, over 2000-2002 as Secretary, Power and Irrigation in the newly created State of Uttarakhand, he was responsible for the division of assets between the States of Uttar Pradesh and Uttarakhand, the unbundling of the sector and the establishment of the power distribution and hydroelectric development corporations in the new state.



Management Proposal

Appointment of Shri R.

Swaminathan (DIN: 01811819)

as Director

Shri R. Swaminathan (DIN: 01811819), was inducted as Part-time Non-Official Director on the Board of BHEL on 18th December, 2015. He is a retired Indian Foreign Officer (IFS) of the 1980 batch. He was Secretary to the Government of India in the Ministry of External Affairs (MEA) at the time of his retirement. He holds a Bachelor degree (Honours) in Civil Engineering from the Madras University, Masters Diploma in Industrial Engineering from the National Productivity Council (NPC) and a Diploma in Arabic language from the American University in Cairo. As part of his Industrial Engineering Masters, he did a thesis on Turnkey Project Management Information Systems at the BHEL power project in Parli, Maharashtra in 1979.



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Management Proposal

Appointment of Shri T.

Chockalingam (DIN: 07428614)

as Director

Shri T. Chockalingam, (DIN: 07428614) has been inducted as Director (Finance) on the Board of BHEL w.e.f 11th February, 2016. He is a Commerce Graduate from Madura College in Tamil Nadu and a Chartered Accountant of the 1981 batch besides holding additional qualifications in Business Finance from the Institute of Chartered Financial Analysts of India and Diploma in Management from Indira Gandhi National Open University. He started his career in BHEL as Executive Trainee Finance in 1982 at Corporate Office, New Delhi. Prior to his appointment to the Board of Directors, he was heading the Finance function of BHEL’s largest manufacturing division at Tiruchirappalli.

His rich and diverse experience of more than 33 years in all aspects of Finance Management gave him true insight into the entire financial operations of BHEL. He played a pivotal role in the successful design, adaptation and implementation of Enterprise Resource Planning (ERP) systems at BHEL Tiruchirappalli. The Unit also registered highest ever Turnover and Profitability under his leadership as Head of Finance. Earlier, the financial turnaround of BHEL’s Electroporcelains Division (EPD) and company’s Industrial System Group (ISG), at Bengaluru also goes to his credit while he served these units as Head of Finance.

The Director was appointed during the financial year under review, 1 Board Meetings was held post his appointment, he has attended the meeting. He does not hold directorship in any other company.Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

Management Proposal

Appointment of Dr. Subhash

Chandra Pandey (DIN: 01613073)

as Director

Dr. Subhash Chandra Pandey (DIN: 01613073) aged 57 years was inducted as Part-time Official Director on the Board of BHEL w.e.f. 31st March, 2016. He holds a doctorate in Mathematics (Ph.D) from Lucknow University in the area of Operations Research (Nonlinear Programming). He belongs to the 1983 batch of the Indian Audit & Accounts Service and is presently posted as the Additional Secretary and Financial Adviser in theDepartment of Industrial Policy & Promotion, Ministry of Commerce & Industry. He holds additional charge of the post of AS&FA to the Ministry of Heavy Industries & Public Enterprises.


Since the appointment is in accordance with the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

Appointment of Shri Akhil Joshi (DIN: 06604954)

as Director

Shri Akhil Joshi (DIN: 06604954) has been inducted as Director (Power) on the Board of Bharat Heavy Electricals Limited (BHEL) w.e.f. 10th August, 2016. He holds a degree in Mechanical Engineering from the Delhi College of Engineering (DCE). Shri Joshi has diverse experience of over 36 years, working in major segments of BHEL. Prior to his elevation as Director (Power), Shri Joshi was holding charge as Executive Director (Power Sector- Management Services & HR). He also served as Executive Director of the Corporate Technology Management (CTM) and was responsible for overseeing company-wide technology acquisition and assimilation from world leaders, in-house product development, forging strategic alliances, management of BHEL’s various joint ventures and Mergers & Acquisitions.


Since the appointment is in accordance with the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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For For


Management Proposal


adopt

a) the Audited Financial

Statement of the Company for the


March, 2016


Financial Statement of the Company and the

report of the Auditors thereon

The company has earned revenue of Rs 1,229,300,000 lakhs as on March 31, 2016 and Rs 1,027,900,000 lakhs as at March 31, 2015

The company has incurred expenses of Rs 1,055,300,000 lakhs as on March 31, 2016 and Rs 873,900,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 139,800,000 lakhs and Rs 118,100,000 as at March 31, 2015.

Consolidated:The company has earned revenue of Rs 1388700,000 lakhs as on March 31, 2016 and Rs 1,151,000,000 lakhs as at March 31, 2015

The company has incurred expenses of Rs 1,188,000,000 lakhs as on March 31, 2016 and Rs 985600,000 lakhs as at March 31, 2015. Net profit of the company as at 31 march 2016 was Rs 150,500,000 lakhs and Rs 118,000,000 as at March 31, 2015.


Management Proposal



Management Proposal

Re-appointment of Mr M K

Hamied, Director retiring by

rotation




Management Proposal



remuneration

Approval is sought for appointment of statutory auditors and fixing their remuneration.


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29-Sep-16 Cipla Limited

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Management Proposal

Appointment of Ms Naina Kidwai

as Indepndent Director

Ms Naina holds the qualification of MBA from Harvard. She was appointed as Additional Director w.e.f November 2015.

The Director was appointed during the financial year under review, 3 Board Meetings were held post her appointment, she has attended all the meetings. She holds directorships in 4 other public companies.

Management Proposal

Re-appointment of Mr s

Radhakrishnan as Wholetime


Shri Radhakrishnan is a Chartered Accountant with expertise in finance, legal and allied areas. He was appointed as Wholetime Director of the company w.e.f November 2010.



Management Proposal

Appointment of Mr Umang Vohra

as Diretcor

Shri Umang holds the qualification of B.Ein Computer Science and MBA in Finance. He was initially appointed as Global Chief Financial and Strategy Officer w.e.f October 1, 2015.

He was later appointed as an Additional Director w.e.f September 2016.

He has been staying in India for a period less than 12 months immediately preceeding the date of his appointment and hence requires Central Government approval.


Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company and taking into consideration that the appointment shall be post Central Government approval, we may vote in favour of the same.

Management Proposal

Appointment of Mr Umang Vohra

as Managing Director and Global Chief

Executive Officer

Management Proposal

Ratification of remuneration as Cost Auditors

The company proposes to ratify the remuneration payable to Mr D H Zaveri, the Cost Auditors amounting to Rs 10,00,000/- for the financial year ending March 31, 2017.


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Rural Electrification Limited


Management Proposal


and adopt the audited

standalone & consolidated


financial year ended March 31, 2016 along with

the Reports of the Board of



The company has incurred expenses of Rs 159,820,000 lakhs as on March 31, 2016 and Rs 1,299,700,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 569,100,000 lakhs and Rs 534,400,000 as at March 31, 2015.



Management Proposal


Interim Dividend and declare Final

Dividend on


Management Proposal


of Shri Ajeet Kumar Agarwal



Shri Ajeet Agarwal was appointed on the Board w.e.f August 1, 2012. He has done B.Com (Hons.) from Shri Ram College of Commerce, University of Delhi. He is also a Fellow Member of the Institute of Chartered Accountants of India. Shri Agarwal has 33 years experience in Public Sector Undertakings. During his tenure in REC as General Manager/ Executive Director (Finance), he had handled various fi nance functions including Resource Mobilisation, Loan Disbursement and Corporate Accounts & Taxation.

The Director has 100% attendance in Board meetings and has also attended the previous Annual General Meeting. He holds directorships in 2 other companies.



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Management Proposal

To fix the remuneration of Auditors for the financial year

2016-17.

Approval is sought for fixing the remuneration of auditors for the financial year 2016-17.


Management Proposal

To appoint Shri Sanjeev Kumar

Gupta (DIN 03464342) as a Director of the

Company, liable to retire by

rotation

Ministry of Power, Government of India vide Order No. 46/14/2014-RE dated October 16, 2015 appointed Shri Sanjeev Kumar Gupta (DIN 03464342) as Director (Technical) of the Company for a period of five years with effect from the date of assumption of charge of the post or till superannuation, or until further orders, whichever is earlier. Accordingly, Shri Sanjeev Kumar Gupta assumed the charge of Director (Technical) w.e.f. October 16, 2015 and his appointment was taken on record by the Board of Directors of the Company with effect from that date.He holds the qualification of Bachelor’s Degree in Electrical Engineering from G.B. Pant University of Agriculture & Technology, Pant Nagar, Uttarakhand. He has 34 years of experience in Indian Power Sector across diverse functions i.e. Planning, Design, Construction, O&M, Project Management of large EHV Transmission system, fi nancing of Generation, transmission , Distribution and Renewable Projects etc in various power CPSU’s, REC, PGCIL and NHPC.

The Director was appointed during the financial year, 5 board meetings were held post his appointment, he has attended all the meetings. He holds directorships in 2 other companies.


Management Proposal

To appoint Shri Arun Singh (DIN 00891728) as Part time Non Official


Company.

Ministry of Power, Government of India vide Order No. 46/2/2010-RE – Vol.II (Part IV) dated November 13, 2015 has appointed Shri Arun Singh, as Part time Non Official Independent Director on the Board of the Company for a period of three years from the date of notification of their appointment or till further orders, whichever is earlier. Accordingly, the appointment of the said Director w.e.f. November 13, 2015 was taken on record by the Board.

He holds the qualification of B.Com, FCA.

The Director was appointed during the financial year, 4 board meetings were held post his appointment, he has attended 3 meetings. He does not hold directorship in any other company.


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Management Proposal

To appoint Shri Aravamudan

Krishna Kumar (DIN 00871792) as Part time Non

Offi cial Independent


Ministry of Power, Government of India vide Order No. 46/2/2010-RE – Vol.II (Part IV) dated November 13, 2015 has appointed Shri Aravamudan Krishna Kumar as Part time Non Official Independent Director on the Board of the Company for a period of three years from the date of notification of their appointment or till further orders, whichever is earlier. Accordingly, the appointment of the said Director w.e.f. November 13, 2015 was taken on record by the Board.

He holds the qualification of B.A. (Hons), CAIIB.



Management Proposal

To appoint Professor

Tiruvallur Thattai Ram Mohan (DIN 00008651) as Part time Non Official


Company.

Ministry of Power, Government of India vide Order No. 46/2/2010-RE – Vol.II (Part IV) dated November 13, 2015 has appointed Professor T.T. Ram Mohan as Part time Non Official Independent Director on the Board of the Company for a period of three years from the date of notification of their appointment or till further orders, whichever is earlier. Accordingly, the appointment of the said Director w.e.f. November 13, 2015 was taken on record by the Board.

He holds the qualification of B.Tech from IIT, Mumbai; PGDM from IIM, Calcutta and Ph.D from Stern School of Business, New York University



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Management Proposal

Entering into transactions with Energy Efficiency Services Limited

(EESL) or any other associate company(ies)

(present or future) of Rural

Electrification Corporation Limited in

pursuance of the provisions of the Companies Act, 2013 and Rules made thereunder

It is proposed to seek approval of the shareholders for any contract(s) or arrangement(s) or transaction(s) to be entered by REC during a period of one year from the date of passing of this Resolution, with EESL or any other associate company(ies) (present or future) of REC in the nature of sale/purchase of goods or materials or property of any kind (directly or through an agent), leasing of property of any kind, availing or rendering of services including fi nancial assistance, appointment of manpower, support and other services, from time to time, provided that the cumulative value of contract(s) or arrangement(s) or transaction(s) with such related parties shall not exceed two percent (2%) of the turnover of REC for the immediately preceding fi nancial year, i.e. fi nancial year 2015-16.


We recommend voting in favour of entering into transactions with Energy Efficiency Services Limited.

Conclusion:


Management Proposal

Increase in Authorised

Capital of the Company from

The Department of Investment & Public Asset Management (DIPAM), Ministry of Finance, Government of India vide Office Memorandum F.No. 5/2/2016-Policy dated May 27, 2016 has issued consolidated guidelines on capital restructuring of CPSEs. The guidelines inter-alia prescribe that every CPSE shall issue bonus shares, if their defi ned reserves and surplus (comprising of free reserves, securities premium account and capital redemption reserve account) is equal to or more than 10 times of its paid-up equity share capital. As on March 31, 2016, the Paid-up capital of the Company was 987.46 crore and Defined Reserves and Surplus was 14,607.74 crore. Accordingly, in view of the guidelines issued by DIPAM, the Company is required to consider issue of Bonus shares considering that the defined Reserves and Surplus of the Company is more than 10 times of its paid-up equity share capital. Besides the above, the Authorised Share Capital of the Company is 1200 crore and the Issued, Subscribed and Paid-up Capital of the Company is 987.46 crore. Accordingly, there is a cushion of 212.54 crore only to accommodate any further issue of capital including issue of Bonus Shares.Comments of equity research team:

We recommend voting in favour of Increase in authorised capital from 1200 to 5000 crore and issuance of bonus shares in the ratio of 1:1.

Conclusion:


Management Proposal

Alteration of Capital Clause of Memorandum of

Association of the Company.

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The Department of Investment & Public Asset Management (DIPAM), Ministry of Finance, Government of India vide Office Memorandum F.No. 5/2/2016-Policy dated May 27, 2016 has issued consolidated guidelines on capital restructuring of CPSEs. The guidelines inter-alia prescribe that every CPSE shall issue bonus shares, if their defi ned reserves and surplus (comprising of free reserves, securities premium account and capital redemption reserve account) is equal to or more than 10 times of its paid-up equity share capital. As on March 31, 2016, the Paid-up capital of the Company was 987.46 crore and Defined Reserves and Surplus was 14,607.74 crore. Accordingly, in view of the guidelines issued by DIPAM, the Company is required to consider issue of Bonus shares considering that the defined Reserves and Surplus of the Company is more than 10 times of its paid-up equity share capital. Besides the above, the Authorised Share Capital of the Company is 1200 crore and the Issued, Subscribed and Paid-up Capital of the Company is 987.46 crore. Accordingly, there is a cushion of 212.54 crore only to accommodate any further issue of capital including issue of Bonus Shares.Comments of equity research team:

We recommend voting in favour of Increase in authorised capital from 1200 to 5000 crore and issuance of bonus shares in the ratio of 1:1.

Conclusion:


Management Proposal

Issue of Bonus shares in the ratio

1:1 to the shareholders of the Company.

Management Proposal

Adoption of amended Articles of Association of the Company , in substitution and

to the entire exclusion of the

regulations contained in the existing Articles of Association of

the Company

In terms of Section 14 of the Companies Act, 2013, the Company can alter its Articles of Association by obtaining approval of shareholders through a special resolution. Accordingly, the new set of Articles of Association of REC, in substitution and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company have been prepared keeping the following into consideration:-

1. To align the extant Articles of Association of REC with the provisions of the Companies Act, 2013, Rules made thereunder and SEBI (LODR) Regulations, 2015;

2. To incorporate certain new articles as per provisions of the Companies Act, 2013, Rules made thereunder and incorporating powers delegated by Government of India to Navratna companies; 3. For better clarity of the existing Articles and making them self–explanatory; and 4. To remove inconsistencies and repetitions contained in the extant Articles.


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Management Proposal

Issue of Unsecured /

Secured Non-Convertible

Bonds / Debentures

through Private Placement as per the provisions of the Companies Act, 2013 and Rules made thereunder

The Shareholders of the Company had passed a Special Resolution at the last (46th) AGM of the Company held on September 16, 2015, to raise funds through Private Placement of unsecured/secured non-convertible bonds/debentures upto 42,000 crore, in one or more tranches, to such person or persons, who may or may not be the bond/debenture holders of the Company, within the overall market borrowing programme of the Company. However, the above approval of shareholders is valid only upto September 15, 2016.

Therefore, it is proposed to pass a Special Resolution to enable the Company to raise funds through private placement of unsecured/secured non-convertible bonds /debentures upto 50,000 crore, during a period of one year from the date of passing of this resolution, i.e. upto September 20, 2017, in one or more tranches, to such person or persons, who may or may not be the bond/debenture holders of the Company, within the overall market borrowing programme, as may be approved by the Board of Directors of the Company, from time to time. Further, the said limit of 50,000 crore is within the overall borrowing limit approved by the shareholders vide Special Resolution passed through Postal Ballot on June 10, 2014.


We recommend voting in favour of issue of debentures through private placement.


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Bharat Electronics Limited


Management Poposal


statements for the year ended 31 March 2016

The company has earned revenue of Rs 729,515 lakhs as on March 31, 2016 and Rs 684,265 lakhs as at March 31, 2015

The company has incurred expenses of Rs 782,730 lakhs as on March 31, 2016 and Rs 732,060 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 135,766 lakhs and Rs 116,724 as at March 31, 2015.

Consolidated:

The company has earned revenue of Rs 754,854 lakhs as on March 31, 2016 and Rs 709,263lakhs as at March 31, 2015

The company has incurred expenses of Rs 808,202 lakhs as on March 31, 2016 and Rs 759,936 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 185,435lakhs and Rs 151,252 as at March 31, 2015.

The Auditors Reports dated May 27, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

Management Poposal

Confirmation of interim dividend

and declaration of final dividend

We recommend voting in favour of confirmation of interim dividend and declaration of final dividend.

Management Poposal

Re-appointment of retiring

Director, Mr M L Shanmukh

Mr M L Shanmukh has been Director (Human Resources) from August 2004. Before being elevated to the BEL Board, Mr Shanmukh was Group General Manager (HRD) at CONCOR (Container Corporation of India), a blue chip PSU under the Ministry of Railways. Prior to that, he had worked in the Kerala State Electronics Development Corporation Limited.

The Director has 100 % attendance in Board Meetings and has also attended the previous annual general meeting. He does not hold directorship in any other company.

Since the proposal for re-appointment is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Poposal

To authorise the Board of

Directors to fix the remuneration of the Statutory Auditors of the

Company

Approval is sought for fixing the remuneration of statutory auditors of the company for the financial year ending March 31, 2017.


Management Poposal

Appointment of Mrs Kusum Singh

as Director

Mrs Kusum Singh is a distinguished Indian Railway Personnel Services (IRPS) Officer of the 1984 batch with over 30 years of experience. She is a Post Graduate in MA Economics from the Delhi School of Economics. Mrs Kusum Singh has held various positions with the Ministry of Railways. She was General Manager at the Centre for Railway Information Systems (CRIS) before moving to the Department of Defence Production, Ministry of Defence, as Joint Secretary (Personnel & Coordination)

The Government has vide its letter’s dated 26 August 2015 & 2 December 2015 appointed Mrs Kusum Singh, Joint Secretary (P&C), Ministry of Defence as Part-time Non Official Director on the Board of the Company.

The Director was appointed during the financial year, 2 board meetings were held post her appointment, she has attended both the meetings. She does not hols directorship in any other company.

Since the proposal for re-appointment is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

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Management Poposal

Appointment of Dr Bhaskar

Ramamurthi as Director

Dr Bhaskar Ramamurthi is presently serving as Director, Indian Institute of Technology, Madras. An alumnus of IIT, Madras, Dr Ramamurthi travelled overseas to complete his MS, and subsequently, Ph.D in Electrical and Computer Engineering from the University of California. He flagged off his career in the US with AT&T Bell Laboratories, New Jersey.

The Government has vide its letter’s dated 26 August 2015 & 2 December 2015 appointed Dr Bhaskar Ramamurthi, as Part-time Non Official Director on the Board of the Company.

The Director was appointed during the financial year, 2 board meetings were held post his appointment, he has attended both the meetings. He does not hols directorship in any other company.


Management Poposal

Appointment of Dr R K

Shevgaonkar as Director

Dr R K Shevgaonkar is a Professor in the Department of Electrical Engineering, Indian Institute of Technology, Bombay. He is an alumnus of IIT, Bombay, where he completed his Ph.D in Electrical Engineering and held various positions such as Deputy Director (Finance and External Affairs) and Dean (Resource Mobilisation). He served as Director, IIT, Delhi, and Vice Chancellor of the University of Pune. He has been honoured with various awards and fellowships for his outstanding contributions. He has published 2 books and 170 papers in international journals and conferences.

The Government has vide its letter’s dated 26 August 2015 & 2 December 2015 appointed Dr R K Shevgaonkar as Part-time Non Official Director on the Board of the Company.

The Director was appointed during the financial year,1 board meetings was held post his appointment, he has attended the said meeting. She does not hols directorship in any other company.


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Management Poposal

Appointment of Mrs Usha Mathur

as Director

Mrs Usha Mathur, retired IRAS officer of the 1974 batch, holds an LLB and Masters Degree in Economics. She retired as Secretary to the Government of India in the Ministry of Parliamentary Affairs in 2011 with 36 years of experience, having held various positions in the Ministry of Railways including Additional Member (Railway Board). She was involved in Planning, Manufacturing and Procurement policy, formulation of financing structures/delivery mechanisms like JVs/SPVs, BOT and other PPP solutions. She has also worked in the Department of Expenditure (Ministry of Finance). She was a Member, Task Force, for 2013-14 & 2014-15, constituted by DPE, for MoU negotiations with CPSEs & administrative ministries.

The Government has vide its letter’s dated 26 August 2015 & 2 December 2015 appointed Mrs Usha Mathur as Part-time Non Official Director on the Board of the Company.

The Director was appointed during the financial year, 1 board meetings was held post her appointment, she has attended the said meeting. She does not hols directorship in any other company.


Management Poposal

Appointment of Mr Sharad Sanghi

as Director

Mr Sharad Sanghi is the CEO of Netmagic Solutions, which he founded in July 1998 and is now an NTT Communications Company. Mr Sharad is an Electrical Engineer from IIT Bombay who also holds a Masters degree from Columbia University, New York. He is an industry veteran with over 20 years of extensive experience in developing Internet backbone infrastructure and providing Internet services.

The Government has also vide its letter dated 7 January 2016 appointed Mr Sharad Sanghi as Part-time Non official Director on the BEL Board till further orders.

The Director was appointed during the financial year, 1 board meetings were held post his appointment, however he has not attended the said meeting. Hhe does not hols directorship in any other company.

Since the proposal for re-appointment is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Poposal

Appointment of Mr Girish Kumar

as Director

Mr Girish Kumar took charge as Director (Bangalore Complex) on 1 May 2016. He was Executive Director (Radar) & Unit Head of BEL-Ghaziabad Unit prior to his elevation. Mr Girish Kumar joined BEL-Ghaziabad as a Probationary Engineer in 1979 after completing his BE (Mech.) from MITS, Gwalior. Over a period of next 30 years, he worked in Ghaziabad, Kotdwara and Bengaluru Units of the Company and headed Production, Materials Management, Quality Management and Services Divisions. In August 2009, he was elevated as General Manager of BEL’s Export Manufacturing SBU

The Government has vide its letter dated 26 February 2016 appointed Mr Girish Kumar as Director (Bangalore Complex) on the BEL Board till further orders.

Since the proposal for appointment is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

Management Poposal

Appointment of Mr Nataraj

Krishnappa as Director

Mr Nataraj Krishnappa took charge as Director (Other Units) on 1 May 2016. He was GM (Missile System) at BELBengaluru before his elevation. Mr Nataraj Krishnappa joined BEL-Ghaziabad on 1 March 1984, after graduating in Mechanical Engineering from the National Institute of Engineering, University of Mysore

The Government has vide its letter dated 18 February 2016 appointed Mr Nataraj Krishnappa, as Additional Director (Director, Other Units) on the BEL Board till further orders.

Since the proposal for appointment is in accordance with the applicable provision of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same

Management Poposal

Ratification of remuneration of the Cost Auditor

The company proposes to ratify the payment of remuneration to M/s GNV & Associates, Cost Accountants, Bengaluru to conduct cost audit of the Company for the financial year 2016-17.


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Reliance Communication Limited


Management Proposal

To consider and adopt:

a) the audited financial





Auditors thereon

The company has earned revenue of Rs 1,029,5 00,000as on March 31, 2016 and Rs 1,113,600,000 as at March 31, 2015

The company has incurred expenses of Rs 1,191,900,000 as on March 31, 2016 and Rs 1,276,500,000 as at March 31, 2015. Net loss/ profit of the company as at March 31, 2016 was Rs (162,400,000) and Rs 134,000,000 as at March 31, 2015.

Conclusion:The company has earned revenue of Rs 2,211,300,000 as on March 31, 2016 and Rs 2,209,800,000 as at March 31, 2015

The company has incurred expenses of Rs 2,160,900,000 as on March 31, 2016 and Rs 2,115,200,000 as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 68,100,000 and Rs 71,400,000 as at March 31, 2015.


Management Proposal

b) the audited consolidated

financial statement of the Company for the



Auditors thereon

Management Proposal

To appoint a Director in place of Smt. Manjari

Kacker (DIN 06945359), who

retires by rotation under the

provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment

Smt Manjari was appointed on the Board w.e.f November 2014. She holds the qualification of B.A

The Director has 90 % attendance in Board Meetings and has also attended the previous annual general meeting. She holds directorship in 12 other companies including private companies.


Since the appointment is in accordance with the applicable provisiosn of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

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Management Proposal

To appoint Auditors and to


Approval is sought for appointment of auditors and to fix their remuneration.

Since the proposal is in accordance with the applicable provision in this regard, we may vote in favour of the same.

Management Proposal

Private Placement of Non-

Convertible DebenturesF

It is proposed to offer or invite subscriptions for NCDs including subordinated debentures, bonds, and/or other debt securities, etc. on private placement basis, in one or more tranches, within the overall borrowing limits of the Company as approved by the Members with authority to the Board.


We recommend voting in favour of issue of non-convertible debentures through private placement.

Conclusion:


Management Proposal



2017.

The Board of Directors of the company on the recommendation of the Audit Committee has approved the appointment and remuneration of M/s. V. J. Talati & Co., Cost Accountants (Firm Registration No.00213), as the Cost Auditor for audit of the cost accounting records of the Company for the financial year ending March 31, 2017, at a remuneration of Rs 2.50 lakhs.


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Management Proposal

Re-appointment of a Manager

It is proposed to appoint Shri Prakash Shenoy as the Manager of the Company for a period of 5 (five) years with effect from June 1, 2016. He is a commerce and law graduate and a member of the Institute of Company Secretaries of India. He has over 19 years experience in corporate secretarial, legal, and managerial functions. He is also appointed as a Company Secretary and Compliance Officer of the Company w.e.f. June 1, 2011.

The remuneration payable to and the terms of appointment of Shri Prakash Shenoy as a Manager of the Company during the tenure of his appointment will comprise of salary, allowances and the other perquisites, the initially aggregate monetary value of such salary, allowances and perquisites being limited to ` 75 lakh (Rupees Seventy Five lakh only) per annum and he is entitled for discretionary Bonus not exceeding in any year the annual remuneration for that year with an equivalent increment as may be decided by the Nomination and Remuneration Committee/ Board from time to time.


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HCL Technologies Limited


Management Propossal


Statements.


The company has incurred expenses of Rs 863,400,000 as on March 31, 2016 and Rs 1,065,400,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 473,300,000 lakhs and Rs 634,500,000 as at March 31, 2015.

Consolidated:


The company has incurred expenses of Rs 2,470,700,000 lakhs as on March 31, 2016 and Rs 2,872,300,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 566,100,000 lakhs and Rs 734,100,000 lakhs as at March 31, 2015.



Re-appointment of Ms. Roshni

Nadar Malhotra as Director Ms. Roshni Nadar Malhotra, aged 34 years, is the CEO & Executive Director of HCL

Corporation Pvt. Ltd. and Trustee of Shiv Nadar Foundation. Ms. Roshni Nadar Malhotra brings a global outlook, strategic vision and passion for business, social enterprise and institution-building to her varied roles at HCL Corporation Pvt. Ltd.

The Director has 90% attendance in Board Meetings, however she has not attended the previous Annual General Meeting. She holds directorships in 19 other companies including private companies.


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HCL Technologies Limited




Statutory Auditiors.

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E) (‘S.R. Batliboi’) were appointed as the Statutory Auditors of the Company at the AGM held on December 4, 2014 for a period of five financial years to hold office up to the AGM to be held in 2019, subject to the ratification of their appointment by the members at every AGM.



Appointment of Ms. Nishi

Vasudeva as an Independent


Ms. Nishi Vasudeva as an Additional Director of the Company with effect from August 1, 2016 under the category of Independent Director. She has expertise in the areas like Corporate Strategy, Enterprise Resource Management, Retail & Marketing, Information Systems, Business Transformation & Margin Management and Regulatory Management. She is well known for her courage and dedication to making a difference, both at a company level and in the lives of employees and customer.

Since the Director was appointed post the financial year under review, her attendance in Board Meetings is unavailable for consideration. She does not hold directorship in any other company.


Greaves Cotton Limited


Management Proposal

Adoption of : a. the audited Standalone Financial



March, 2016, the Reports of

Directors and Auditors thereon,

and


The company has incurred expenses of Rs 139,400,000 as on March 31, 2016 and Rs 153,900,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 19,800,000 lakhs and Rs8,100,000 as at March 31, 2015.

Consolidated:

The company has earned revenue of Rs 166,400,000 lakhs as on March 31, 2016 and Rs 172,200,000 lakhs as at March 31, 2015.

The company has incurred expenses of Rs 139,600,000 lakhs as on March 31, 2016 and Rs 154,800,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 20,000,000 lakhs and Rs 8,300,000 lakhs as at March 31, 2015.

The Auditors Reports dated April 28, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

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The company has incurred expenses of Rs 139,400,000 as on March 31, 2016 and Rs 153,900,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 19,800,000 lakhs and Rs8,100,000 as at March 31, 2015.

Consolidated:

The company has earned revenue of Rs 166,400,000 lakhs as on March 31, 2016 and Rs 172,200,000 lakhs as at March 31, 2015.


The Auditors Reports dated April 28, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same.

Management Proposal

The audited Consolidated

Financial Statements of the Company and its subsidiaries for

the financial year ended 31st

March, 2016 and the Report of

Auditors thereon.

Management Proposal

Declaration of a Final Dividend on

Equity Shares

We recommend voting in favour of declaration of dividend on equity shares for the financial year ended March 31, 2016

Management Proposal

Appointment of a Director in place of the one retiring

by rotation

Shri Karan Thapar was appointed on the Board w.e.f 26th September, 1991.He is a Chartered Accountant.

The Diretcor has 100% attendance in board meetings and has also attended the previous annual general meeting. He does not hold directorship in any other company.


Management Proposal


Statutory Auditors

The company proposes to ratify the appointment of statutory auditors for a period of one year commencing from the conclusion of this annual general meeting until the conclusion of the ensuing annual general meeting.


Management Proposal

Re-appointment of Branch Auditors

The company proposes to re-appointment Wrigley Partington, London, U.K., as Branch Auditors of the Company’s branch in U.K. to hold office from the conclusion of this 97th Annual General Meeting until the conclusion of the 98th Annual General Meeting.

Since the proposal for re-appointment is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

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Management Proposal

Appointment of Mr. Kewal Handa as an Independent

DirectorShri Keval holds the qualification of M.Com, ACMA, ACS Pfizer Leadership - Harvard USA Marketing Programme - Colombia, USA Sr. Management Residential - IIM Ahmedabad and has expertise in Business strategy and planning, finance, people management and managing enterprises.



Management Proposal

Re-appointment of Mr. Vijay Rai

as an Independent Director

Shri Vijay was appointed on the Board w.e.f 21st March, 2002. He holds the qualification of B. Tech. (Mechanical) IIT – Kharagpur and has expertise in Manufacturing management and agro inputs marketing.

The Director has 100% attendance in board meetings and has also attended the previous annual general meeting. He holds directorship in 1 other company.


Management Proposal

Change in place of keeping

Registers and Returns

The Company had appointed Sharepro Services (India) Private Limited (“Sharepro”) as its Registrar and Transfer Agent (“R&T Agent”) in the year 2003. The Securities and Exchange Board of India (“SEBI”) had vide its Order dated 22nd March, 2016, inter alia, advised clients of Sharepro to carry out / switchover their activities related to registrar to an issue and share transfer agent, either in-house or through another registrar to an issue and share transfer agent registered with SEBI.

Accordingly, the Company has appointed Karvy Computershare Private Limited (“Karvy”) as its R&T Agent in place of Sharepro.

Since the proposal is in accordance with the applicable proviisons in this regard, we may vote in favour of the same.

Management Proposal

Ratification of the remuneration of Cost Auditors

The company proposes to ratify the remuneration payable to M /s V. Joshi & Associates, Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2016-17 amounting to Rs 7 lakhs.

Since the proposal for ratification is in accordance with the applicable provision in this regard, we may vote in favour of the same.

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GAIL(India) Limited


Management Proposal

Adoption of audited Financial Statements and

audited consolidated

Financial Statements of the Company for the year ended 31st

March, 2016 and Report of the


Auditors


The company has incurred expenses of Rs 45,262,400,000 as on March 31, 2016 and Rs 5,713,700,000 lakhs as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 229,800,000 lakhs and Rs303,900,000 as at March 31, 2015.

Consolidated:

The company has earned revenue of Rs 5,571,600,000 lakhs as on March 31, 2016 and Rs 61,567 00000 lakhs as at March 31, 2015


The Auditors Reports dated May 25, 2016 on the standalone and consolidated

Management Proposal

Approval of Final Dividend for the


March, 2016 and to confirm the

payment of Interim Dividend already paid in February, 2016

We recommend voting in favour of declaration of final dividend for the financial year ended March 31, 2016 and for confirmation of payment of interim dividend already paid in February, 2016.

2

23-Sep-16

For For

For For

For For

GAIL(India) Limited


Management Proposal

Appoint a Director in place

of Shri Subir Purkayastha, who

retires by rotation, and

being eligible, offers himself for re-appointment

Shri Subir Purkayastha is Director (Finance) and Chief Financial Officer (CFO) w.e.f. 01.05.2015. He is a Chartered Accountant and Company Secretary by profession. Shri Subir Purkayastha has rich experience of nearly 30 years’ in the areas of Corporate Finance and Treasury including Forex Risk Management, Capital Budgeting, Corporate Budgets, Corporate Accounts, Finalization of Long Term LNG and Gas Agreements, Liquefaction and Regasification Terminal Service Agreement, Shareholders Agreements and Joint Ventures Agreement etc.

The Diretor has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 5 other public companies.


Management Proposal

Appoint a Director in place of Shri Ashutosh

Jindal, who retires by



Shri Ashutosh Jindal is an IAS officer from Manipur-Tripura cadre (1995) and appointed as Director on GAIL’s Board w.e.f. 24.02.2015. He has done B.E in Electronics & Commn Engg. and has a post graduation in Economics. During his career spanning over two decades, he has held various positions in the State of Tripura at the District and State Level. Before joining the MoP&NG, he was working as Secretary of Finance, Urban Development and Tourism Departments in the State of Tripura. He has served as an Advisor in the Indian Mission to European Union (EU) in Brussels (Belgium).

The Diretor has 75 % attendance in Board Meetings and has also attended the previous Annual General Meeting He holds directorship in 1 other company.


Management Proposal


Shri Sanjay Kumar Srivastava

as Independent Director, not

liable to retire by rotation

Shri Sanjay Kumar Srivastava (61 Years) was appointed as Director on GAIL’s Board w.e.f. 20.11.2015. He is a 1978 batch IAS officer, superannuated as Secretary to the Government of India, Ministry of Coal. He holds a Master’s Degree in Political Science from Allahabad University He has done advance diploma in Management in Finance. During his service career of over 36 years, he has held various assignments with the Government of India and the State of Assam/ Meghalaya specially in the areas of industries, power, labour and mines. He has also served as Special Secretary, Ministry of Mines; Government of India and Principal Secretary, Government of Assam.

The Director was appointed during the financial year under review, 4 board meetings were held post his appointment; he has attended all the meetings. He holds directorship in 1 other company.

Since the appointment is in accordance with the applicable provisiosn of the Companies Act, 2013 and the voting poicy of our company, we may vote in favour of the same.

2

23-Sep-16

For For

For For

GAIL(India) Limited


Management Proposal

Approval for appointment of Shri Anupam

Kulshrestha as Independent Director, not


Shri Anupam Kulshreshtha was appointed as Director on GAIL’s Board w.e.f. 28.11.2015. He has done M.Sc. (Phy), MBA, LL.B., CISA, CISM, CRISC. He retired as the Dy. Comptroller and Auditor General of India in March, 2012. In a long and distinguished career spanning nearly four decades, he held senior positions with the supreme audit institution of India as well as with the Government of India and also Internationally.

He worked as Assistant Auditor General with the Government of Botswana for 5 years and as a World Bank Consultant to the Auditor General, Nepal for over one year. Presently a visiting faculty with the National Institute of Financial Management (NIFM), Faridabad; he has earlier taught at the Faculty of Management Studies, Delhi University. He has experience in working with the international organisations having audited UNEP and also having worked with the IT audit committee of INTOSAI.

The Director was appointed during the financial year under review, 4 board meetings were held post his appointment; he has attended all the meetings. He does not hold directorship in any other company.

Since the appointment is in accordance with the applicable provisiosn of the Companies Act, 2013 and the voting poicy of our company, we may vote in favour of the same.

Management Proposal


Shri Sanjay Tandon as

Independent Director, not


Shri Sanjay Tandon was appointed as a Director on GAIL’s Board w.e.f. 20.11.2015. He is a Chartered Accountant and a Cost Accountant by professional qualification and has a rich experience of nearly 30 years. After completing his studies, Sanjay Tandon started practicing as a Chartered Accountant. After that he started the work of Share Broking, Commodity Broking and Insurance Broking. Presently he is also running a Call Centre in which about 4000 people are employed.

The Director was appointed during the financial year under review, 4 board meetings were held post his appointment; he has attended all the meetings. He holds directorship in 1 other public company.Since the appointment is in accordance with the applicable provisiosn of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.

2

23-Sep-16

For For

For For

GAIL(India) Limited


Management Proposal

Approval for ratification of

remuneration of the Cost Auditors for Financial Year

2015- 16 and authorization to

the Board of Directors to fix

the remuneration for Financial Year

2016-17.

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s Ramanath Iyer & Co., New Delhi for Northern Region,M/s Bandyopadhyaya Bhaumik & Co., Kolkata for Northern and Eastern Region, M/s A C Dutta & Co., Kolkata for Southern Region, M/s Musib & Company, Mumbai for Western Region Part-I, M/s N.D Birla & Co., Ahmedabad for Western Region Part-II, M/s Sanjay Gupta & Associates, New Delhi for Central Region as Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2015-16. The company proposes to ratify the said appointment.

Since the proposal for ratification is in accordance with the applicable provisiosn in this regard, we may vote in favour of the same

Management Proposal


Party Transactions with

Petronet LNG Limited

Petronet LNG Limited (PLL) is a joint venture of GAIL and is related party of the Company as per provision of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. GAIL has 12.5% equity stake in PLL along with Bharat Petroleum Corporation Limited, Oil and Natural Gas Corporation Limited and Indian Oil Corporation Limited as equal partners. GAIL, inter-alia, procures LNG Cargoes and re-gasified Liquefied Natural Gas from PLL and utilizes re-gasification facilities of PLL LNG re-gasification terminal(s) located at Dahej, Gujarat and Kochi, Kerala.


We recommend voting in favour of material related party transaction with Petronet LNG Limited.

Conclusion:Since the proposal is in accordance with the applicable provisons in this regard and taking into consideration, the recommendation of equity research team, we may vote in favour of the same.

2

23-Sep-16

For For

22-Sep-16 For For

GAIL(India) Limited


Management Proposal

Approval for Private Placement

of Securities

As per section 180 of the Companies Act, 2013, the Board of the Company can borrow funds to the extent of aggregate paid-up capital and free reserve of the Company without seeking the approval of members. As on 31st March, 2016 net worth of GAIL is Rs 30,314 crore and the total borrowed funds is `8,118 crores. Therefore, your Company has sufficient leverage to raise the funds from the market without seeking the approval of members as per the provisions of the Companies Act, 2013.


We recommend voting in favour of private placement of securities.

Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team , we may vote in fvaour of the same.

Gateway Distriparks Limited


Management Proposal

Adoption of Annual Accounts for the year ended 31st March 2016

The company has earned revenue of Rs 2,912,107,441 as on March 31, 2016 and Rs 3,077,931,805 as at March 31, 2015

The company has incurred expenses of Rs 2,130,928,976 as on March 31, 2016 and Rs 1,984,097,651 as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 1,060,411,829 and Rs806,921,675 as at March 31, 2015.

Consolidated:

The company has earned revenue of Rs 10,705,355,213 as on March 31, 2016 and Rs11,241,307,539 as at March 31, 2015

The company has incurred expenses of Rs 9,011,148,571 as on March 31, 2016 and Rs 8,975,400,559 as at March 31, 2015. Net profit of the company as at March 31, 2016 was Rs 1,096,331,539 and Rs 1,877,703,280 as at March 31, 2015.

The Auditors Reports dated April 27, 2016 on the standalone and consolidated financial statements of the Company for the year ended March 31st , 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.We may vote in favour of the same

2

22-Sep-16

For For

For For

For For

For For



Management Proposal

Confirm Interim dividends paid for the financial year ended 31st March

2016

We recommend voting in favour of confirmation of interim dividends paid for the year ended March 31, 2016.

Management Proposal

Appointment of M/s. Price

Waterhouse, Firm Registration No.

301112E, Chartered

Accountants, as Auditors and fix

their remuneration

The company proposes to appoint M/s Price Waterhouse as Auditors of the company for a period of one year commencing from the conclusion of this Annual general Meeting until the conclusion of the ensuing Annual General Meeting.


Management Proposal

Not filling up the vacancy caused

due to retirement by rotation of Mr.

Arun Agarwal, Director.

Approval is sought for not filling up the vacancy caused due to retirement of Shri Arun Agarwal; by rotation. Shri. Arun Agarwal, who retires by rotation at this Annual General Meeting, has expressed his desire to retire from the Board of the Company at this Annual General Meeting.

Since the proposal is in accordance with the applicable proviaions in this regard and taking into consideration, the recommendation of equity research team, we amy vote in favour of the same.

Management Proposal

Appointment of Mrs. Mamta

Gupta as Director

Mrs. Mamta Gupta is the wife of Mr. Prem Kishan Dass Gupta, Chairman & Managing Director and mother of Mr. Ishaan Gupta. She holds a degree in Bachelor of Commerce and was appointed as an Additional Director, in the Board meeting held on 29 October 2015. She is a partner in the family business firm – Newsprint Trading and Sales Corporation and is actively involved in its business development.

The Director was appointed during the financial year under review , 2 Board Meetings were held post her appointment, she has attended all the meetings. She holds directorships in 2 other public companies.


2

22-Sep-16

For For

For For

For For



Management Proposal

Appointment of Mr. Arun Kumar

Gupta as Independent

Director to hold office upto 26

April 2021

Shri Arun Kumar Gupta has over 30 years work experience, and has performed management roles at renowned organizations such as Saxo Bank, CSC, Syntel, Sapient, NIIT, and TCS. Currently, he serves as Additional Director on the board of a leading ITES company. He graduated in Mechanical Engineering from Delhi College of Engineering, did his MBA from Faculty of Management Studies (FMS), Delhi, and completed an executive leadership development program from Cornell University, USA.

Since theDirector was appointed post the financial year under review, his attendance in Board Meetings is unavailable for consideration. He holds directorships in 2 other public companies.

Since the appointment is in accordance with the applicable provisions of the Companies Act 2013 and the voting policy of our company, we may vote in favour of the same.

Management Proposal

Appointment of Mr. Bhaskar

Avula Reddy as Independent


April 2021Appointment

of Mr. Bhaskar Avula Reddy as

Independent Director to hold office upto 30

April 2021

Shri Bhaskar Avula Reddy, has served the Government of India in Indian Revenue Service (Income Tax) for over 30 years. He has a Masters degree in Science (Chemistry) and a Law degree. He has attended a Senior Management Programme at York University Business School, Toronto, Canada. He was appointed on the Board w.e.f May 1, 2014The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorships in 2 other public companies.


Management Proposal

Appointment of Mr. Shabbir

Hassanbhai as Independent


September 2021.

Mr. Shabbir Hassanbhai, is an accountant and has more than 40 years of business experience in manufacturing and cross border trading of wood products and metals. He has worked in Singapore, Middle East and USA. He was appointed on the Board w.e.f June 15, 1995.

He was awarded in 2010 the Public Service Medal (PBM) by the President of the Republic of Singapore.



3 3-Oct-16 Postal Ballot For ForIndian Oil Corporation Limited

Management Proposal

Issue of Bonus Shares by way of Capitalisation of

Reserves.

The present Authorised Share Capital of the Company is Rs. 6000 Crore and the Paid-up Share Capital is Rs. 2427.95 Crore. The Reserves as per the provisions of the Companies Act as on 31st March 2016 are Rs. 68631.40 Crore.

The Company had in the past issued Bonus Shares in 1999 (1:1), 2003 (1:2) and 2009 (1:1). The Board of Directors at their meeting held on 29th August 2016 have recommended the issue of bonus shares in the proportion of 1:1 i.e.1 (one) new equity share of Rs. 10/- each of the Company for every 1 (one) existing equity share of Rs. 10/- each fully paid up of the Company held by the shareholders on Record Date to be hereafter fixed by the Board / Committee of the Board, by capitalization of a sum of Rs. 2427,95,24,820/- from the Reserves.

The same is proposed to be applied in full by issuing at par 242,79,52,482 new equity shares of Rs. 10/- each as bonus shares. Consequently, the paid up equity share capital of the Company would increase to Rs. 4855,90,49,640/- consisting of 485,59,04,964 equity shares of Rs. 10/- each.


We recommend voting in favor of the said resolution. Issue of bonus shares is generally viewed positively by markets.

Conclusion:


3

4-Oct-16 For ForHCL Technologies Limited


Management Proposal

Scheme of arrangement and

amalgamation amongst HCL Technologies

Limited, Geometric

Limited and 3D PLM Software

Solutions Limited.

Particulars of the applicant company (HCL Technologies Limited):

The applicant company is primarily engaged in the business of providing IT Services, applications services and business process related services.

The authorised, issued, subscribed and paid up capital of the applicant company as on August 21, 2016 is as under:Particulars Amount (in Rupees)Authorised Capital 150,00,00,000 equity shares of Rs 2 each 300,00,00,000Total 300,00,00,000Issued, subscribed and paid up capital 141,09,11,594 equity shares of Rs 2 each fully paid -up 282,18,23,188Total 282,18,23,188

Particulars of the Demerged Company ( Geometric Limited):

The company is primarily engaged in the business of IT enabled engineering services, product lifecycle management services and engineering design productivity software tools. Particulars Amount (in Rupees)Authorised Capital 8,00,00,000 equity shares of Rs 2 each 16,00,00,000Total 16,00,00,000Issued, subscribed and paid up capital 6,50,30,414 equity shares of Rs 2 each fully paid -up 13,00,60,828Total 13,00,60,828

3



Management Proposal



Limited, Geometric


Solutions Limited.

Particulars of transferee company (3D PLM Software Solutions Limited):

The company is primarily engaged in the business of developing software and other products and providing software solution services and providing professional, consulting and shared services.

Particulars Amount (in Rupees)Authorised Capital 27,00,000 equity shares of Rs 10 each 2,70,00,0003,00,000 Class A and Class B equity shares of Rs 10 each with differential voting rights 30,00,000Total 3,00,00,000Issued, subscribed and paid up capital 13,73,246 equity shares of Rs 10 each fully paid -up 1, 37,32,46072,965 Class A equity shares of Rs 10 each fully paid 7,29,6501,05,989 Class B equity shares of Rs 10 each 10,59,890Total 13,00,60,828

The Rationale of the Scheme is as under:i) In relation to Demerger:

The Applicant company has a rapidly growing engineering services business and is a leader in embedded systems and software engineering services with strengths in the aerospace, hi-tech and telecom markets. The demerged company is a leader in PLM software services combined with capability in mechanical engineering. The Demerged company’s market strength lies in automotive and industrial arenas.

3



Management Proposal



Limited, Geometric


Solutions Limited.

ii) In relation to Amalgamation:

The Demerged company and Dassault System recognize that the change in technology and consequent evolution of software development would require a very tight and close integration between the research and development centres of Dassault Systems.

The proposed integration will as a result mark the strategic next phase in the Contribution of the transferee company.


We recommend voting in favour of the scheme of arrangement between the said companies.

Conclusion:Since the scheme of arrangement is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

3

8-Oct-16 Postal Ballot For ForAmbuja Cements Limited

Management Proposal

Revision in the terms of payment of remuneration

to Mr. Ajay Kapur, Managing Director & CEO (DIN 03096416).

Currently, as per the terms of his remuneration, Mr. Ajay Kapur, is entitled to Performance Incentive of such amount, not exceeding 30% of the Earned Gross Remuneration for each Corporate Financial Year or part thereof as may be decided by the Board of Directors.

The Board approves the Performance Incentive (based on the recommendation of the Nomination & Remuneration Committee) after considering the Company’s performance against the approved budgeted targets and his individual performance vis-à-vis his KPIs/KRAs. In order to recognize superior performance achievements and to ensure that the Performance Incentive (Bonus) and maximum payouts are aligned with the market practices and to enable differentiation to recognize individual achievements, it is proposed to revise the Performance Incentive (Bonus) structure of the MD & CEO as follows:

(a) 30% of Annual Fixed Gross Remuneration on achievement of performance target and;(b) in excess of 30% upto a maximum of 50% of Annual Fixed Gross Remuneration on exceeding the performance target.

With a view to recognize and reward individual contribution of senior leaders in achieving the business objectives based on internal and external parameters, LafargeHolcim Ltd has approved a Long Term Incentive Plan of granting Shares of LafargeHolcim Ltd (Performance Shares) which is applicable globally across all the group companies. Accordingly, the MD & CEO shall be granted such numbers of Shares of LafargeHolcim Ltd (Performance Shares) from time to time as per the said incentive plan. The cost of such shares shall be borne by LafargeHolcim Ltd.

Since the proposal is in conformity with the applicable provisions in this regard, we may vote in favour of the same.

3

8-Oct-16 Postal Ballot

For For


Management Proposal

Extension of Services availed from Mr. B. L.

Taparia, Director (DIN :00016551).

Mr. B. L. Taparia was appointed as Non- Executive Director on the Board of the Company w.e.f. 1st September, 2012. Considering the vast experience of Mr. Taparia in the fields of Legal, Secretarial, Governance, Finance, HR etc, the Management / Board has been availing his advisory services since November, 2012.

Mr. Taparia has been representing the Company before Law Firms, Senior Counsels, Consultants, Courts and Statutory & Regulatory Bodies / Authorities as and when required.

He has been advising the Management on various matters of legal, compliance, governance, sustainability, CSR and has been undertaking such other assignment as may be given to him from time to time. His initial appointment as approved by the Members was for a period of 3 years from 1st November, 2012 to 31st October, 2015.

The members further approved the extension of his term for a period of one year from 1st November, 2015 to 31st October, 2016 with the revision in the Advisory Service fees from Rs.11,00,000 to Rs.12,00,000/- per month. The Board of Directors have now approved the extension of his Advisory Service Agreement for a period of one year from 1st November, 2016 to 31st October, 2017 on the existing terms and conditions (including Advisory Service fees) as approved by the shareholders at the last Annual General Meeting.


3

10-Oct-16 For ForGrasim Indstries Limited

Extra - ordinary general meeting

Management Proposal

Increase in RFPIs limit upto 30% of the total paid-up

capital.

The aggregate holdings of RFPIs and Deemed RFPIs put together shall not exceed 24% of the paid-up equity share capital of the Company. However this limit may be increased up to the sectoral cap applicable to the Company which is 100% of the paid-up capital, with the approval of the Board of Directors and the shareholders of the Company by way of a special resolution.

As on 30th June 2016, RFPIs’ shareholding in your Company was 22.85%. To make more space for RFPIs to invest in the equity share capital of the Company, it is proposed to increase the RFPIs (including Deemed RFPIs) investment limit up to 30% of the total paid-up equity share capital of the Company.


We recommend voting in favor of the resolution pertaining to allowing FPIs and FIIs to hold up to 30% of the paid up equity share capital of the company.

Conclusion:

Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration, the recommendation of equity research team,we may vote in favour of the same.

3

20-Oct-16 For For

2-Nov-16 Postal Ballot For For

For For

UltraTech Cement Limited


Management Proposal


between Jaiprakash Associates

Limited, Jaypee Cement

Corporation Limited and UltraTech

Cement Limited.

Background of Transferor 1 (Jaiprakash Associates Limited)The Company is engaged in the business of manufacture and sale of cement and clinker.Background of Transferor 2 (Jaypee Cement Corporation Limited)The Company is engaged in the business of manufacture and sale of cement and clinker.Background of Transferee (UltraTech Cement Limited)The Company is primarily engaged in the business of manufacture and sale of various grades and types of cement, ready mix concrete and other cement related products.Rationale of the Scheme:The scheme of arrangement shall have the following benefits:In case of the Transferor 1 and Transferor 2:a) Unlocking of value for transferor 1 and the transferor 2 by transfer of part of its assets; andb) helping the Transferor1 and the Transferor 2 in deleveraging its balance sheet, including reduction of debt and interest outgo and the Transferor 1 and Transferor 2 will continue to be competitors as well as creation of value for the shareholders of the Transferor 1 and Transferor 2.In case of the Transferee:a) a strategic fit for serving existing markets, enabling the Transferee to cater additional volumes, entry into some of the growing markets of India, including the Satna cluster in Madhya Pradesh (East), Uttar Pradesh (East), coastal Andhra Pradesh, Himachal Pradesh and Uttarakhand.b) synergies in manufacturing and distribution process and logistics alignment leading to economies of scale and creation of efficiencies by reducing time to market, enhancing competitiveness and benefitting consumers and;c) creating value for shareholders by acquiring ready to use assets reducing time to markets, availability of land, mining leases, fly ash railway infrastructure leading to logistical alignment and efficiency improvement.Comments of equity research team:The resolution relates to approval of the Scheme of Arrangement between Jaiprakash Associates/Jaypee Cement Corp and Ultratech Cement (Ultratech has acquired certain cement assets of Jaiprakash Associates) ,we recommend voting in favor of the resolution. Conclusion:Since the scheme of arrangement is in accordance with the applicable provisions of the Companies Act, 1956 and other applicable provisions in this regard and taking into

Jubilant Industries Limited

Management Proposal

Approval of JFL Employees Stock Option Scheme

2016.

In order to attract, reward and retain the talented and key employees in the competitive environment and encourage them to align individual performance with company objectives, the company intends to implement JFL Employees Stock Option Scheme 2016 (“ESOP 2016” or the “Scheme”).

In this connection, at the annual general meeting held on September 3, 2015, the shareholders had approved secondary acquisition of shares of up to 2% of the paid up equity capital of the company in every financial year by the JFL Employees Welfare Trust (ESOP Trust) for the purpose of implementing the JFL Employees Stock Option Scheme2011.

Approval of the members is sought for the purpose of permitting the ESOP Trust to acquire shares by way of secondary acquisition for the purpose of any and all share based benefits schemes that may be formulated by the Company from time to time, including the JFL Employees Stock Option Scheme 2016 and the JFL Employees Stock Option Scheme 2011.

The above limit shall include within its ambit the expanded capital of the Company where such expansion has taken place on account of corporate actions including issue of bonus shares, splits or rights issue.


Management Proposal

Approval of Grant of Stock Options to the Employees / Directors of

Holding, and /or Subsidiary

Company (ies) (Present &

Future) under the scheme.

3

2-Nov-16 Postal Ballot

For For

For For

For For

2-Dec-16 For For

Jubilant Industries Limited

In order to attract, reward and retain the talented and key employees in the competitive environment and encourage them to align individual performance with company objectives, the company intends to implement JFL Employees Stock Option Scheme 2016 (“ESOP 2016” or the “Scheme”).

In this connection, at the annual general meeting held on September 3, 2015, the shareholders had approved secondary acquisition of shares of up to 2% of the paid up equity capital of the company in every financial year by the JFL Employees Welfare Trust (ESOP Trust) for the purpose of implementing the JFL Employees Stock Option Scheme2011.

Approval of the members is sought for the purpose of permitting the ESOP Trust to acquire shares by way of secondary acquisition for the purpose of any and all share based benefits schemes that may be formulated by the Company from time to time, including the JFL Employees Stock Option Scheme 2016 and the JFL Employees Stock Option Scheme 2011.

The above limit shall include within its ambit the expanded capital of the Company where such expansion has taken place on account of corporate actions including issue of bonus shares, splits or rights issue.


Management Proposal

Implementation of the ESOP 2016

through JFL Employees

Welfare Trust.

Management Proposal

Authorization to the JFL

Employees Welfare Trust for

Secondary Acquisition.

Management Proposal

Payment of Commission to Non-Executive Directors of the

Company.

In terms of Regulation 17(6) of LODR Regulations, payment of any fee (excluding sitting fee) or compensation to the Non- Executive Directors of the Company require approval of members.

The Commission proposed to be paid in aggregate to all the Non-Executive Directors of the Company shall not exceed 1% of net profits of the Company computed in accordance with Section 198 of the Act and subject to maximum of Rs10, 00,000/- per annum to each Non- Executive Director.

Since the proposal is in accordance with the applicbale provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

Procter and Gamble Hygiene and Healthcare Limited

Annual Genral Meeting

Management Proposal


adopt the Audited Balance Sheet as at June 30, 2016

and the Statement of Profit and Loss for the Financial Year ended on

that date, together with the Reports of the Auditors and Directors

thereon.

The Company has earned total revenue of Rs 2, 57, 194 lakhs as on 31st March 2016 as compared to Rs 2, 40, 843 lakhs as on 31st March, 2015.

The Company has incurred total expenses of Rs 1, 93, 540 lakhs as on 31st March, 2016 as compared to Rs 1, 90, 762 lakhs as on 31st March, 2015.

Net profit being Rs 42, 318 lakhs as on 31st March, 2016 as compared to Rs 34, 614 lakhs as on 31st March, 2015.


The Auditors Reports dated August 26, 2016 on financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in The Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


3

2-Dec-16

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For For

For For

For For



Mangement Proposal

To declare dividend for the Financial Year ended June 30,

2016.

We recommend voting in favour of the resolution for declaration of dividend for the financial year ended June 30, 2016.

Management Proposal


of Ms. Sonali Dhawan (DIN


and being eligible, offers herself for re-appointment.

Ms Sonali was appointed on the Board w.e.f May 7, 2014. She holds the qualification of M.B.A. in Marketing.

The Director has 100 % attendance in Board meetings and has also attended the previous Annual General Meeting. She holds directorship in 1 other company.



Management Proposal


of Mr. Shailyamanyu Singh Rathore

(DIN 06832523),who retires by


Shri Rathore was appointed on the Board w.e.f March 15, 2014. He holds the qualification of Master in Laws.

The Director has 100 % attendance in Board meetings and has also attended the previous Annual General Meeting. He does not hold directorship in any other public company.



Management Proposal


Deloitte Haskins and Sells LLP,

CharteredAccountants (Firm Reg.

No.117366W/W-100018), as approved by Members.

The Company proposes to ratify the appointment of M/s Deloitte Haskins and Sells LLP, Chartered Accountants for a period of 3 years.

Sec 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting, however the Act provides for a period of three years to the existing companies to comply with the same; Keeping in view of the above, we may vote for the same.

3

2-Dec-16

For For

8-Dec-16 Postal Ballot For For



Management Proposal

To ratify payment of remuneration

to the Cost Auditor for the Financial Year

2016-17.

The Company proposes to ratify the remuneration of Rs 7, 00, 000 payable to Ashwin Solanki & Associates, Cost Auditor for the Financial Year 2016-17.



Management Proposal

Increase in borrowing powers

of the Board of Directors upto Rs

75000 crore, inclusive of

temporary loans obtained / to be

obtained from the Company’s

bankers in the ordinary course of

business.

The members of the Company had vide special resolution dated 20th March, 2015 passed by postal ballot had accorded their consent to the Board of Directors to borrow moneys for the purposes of the Company not exceeding Rs 50,000 crore (including the temporary loans obtained / to be obtained from the Company’s bankers in the ordinary course of business) pursuant to section 180 (1) (c) of the Companies Act, 2013.

Taking into account the future business plans of the Company, the Board of Directors may need to resort to further borrowings from time to time andhence it is proposed to revise the said limit upwards to Rs 75,000 crore.

A fresh resolution is proposed authorising the Board of Directors to borrow moneys for the purposes of the Company not exceeding Rs 75,000 crore (including the temporary loans obtained / to be obtained from the Company’s bankers in the ordinary course of business) pursuant to section 180(1)(c) of the Companies Act, 2013.

Comments of equity research team:The resolutions pertains to the Board of Directors having to resort to further borrowings from time to time and hence it is proposed to revise the said limit upwards to Rs.75,000 crore from previously Rs.50,000cr in order to meet business needs. We recommend voting in favour of the resolution.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicbale provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

3

8-Dec-16 Postal Ballot

For For


Management Proposal

To create mortgage, charge,

liens , hypothecation,

and/or other securities on all

or any of the Company’s assets

and properties, both present or future whether

movable / immoveable including the

whole or substantially the

whole of the company’s

undertaking upto a maximum

amount of Rs 75,000 crore.

The members of the company had vide special resolution dated 20th March, 2015 passed by postal ballot had accorded their consent to the Board of Directors for creation of mortgages, charges, liens, hypothecation and /or other securities of the Company’s assets and properties, both present and future, whether movable or immovable, including the whole or substantially the whole of the Company’s undertaking or undertakings, for securing the borrowings upto a limit of Rs 50,000 crore in terms of section 180(1)(a) of the Companies Act, 2013.

Considering the future business plans of the Company, the Board of Directors may need to resort to further borrowings from time to time, by way of loans / financial assistance from various banks / financial institutions and other lenders, issue of debentures / bonds or other debt instruments and through acceptance of fixed deposits. These borrowings may also have to be secured by creation of mortgages, charges, liens, hypothecation and/or other securities of the Company’s assets and properties, both present and future, whether movable or immovable, including the whole or substantially the whole of the Company’s undertaking or undertakings, in favour of banks / financial institutions /other lenders / debenture trustee / fixed deposits trustee / security trustee.

Since the amount secured by such mortgages, charges, liens, hypothecation and/or other securities together with the existing mortgages, charges, liens, hypothecation and/or other securities may exceed the limit of Rs 50,000 crore, members’ approval is sought for increasing the limit upto Rs 75,000 crore and for authorising the Board of Directors to create security by way of mortgages, charges, liens, hypothecation and /or other securities of the Company’s assets and properties, both present and future, whether movable or immovable, including the whole or substantially the whole of the Company’s undertaking or undertakings, on such terms and conditions as it may deem fit. For this purpose, the requisite special resolution is being proposed for consideration of the members under section 180(1)(a) of the Companies Act, 2013.


3

9-Dec-16 For ForHindalco Industries Limited

Extra- ordinary general meeting

Management Proposal

Further Issue of Securities

The special resolution seeks to empower the Board to issue by way of one or more public and/or private offerings, and/ or on preferential allotment basis including Qualified Institutions Placement or any combination thereof, through issue of prospectus and /or placement document/ or other permissible/requisite offer document to any eligible person, including Qualified Institutional Buyers (“QIBs”) as defined under the SEBI ICDR Regulations as may be decided by the Board.

Further, if any issue of securities is made by way of QIP the Board may also offer a discount of not more than 5% or such other percentage as permitted on the QIP Floor Price calculated in accordance with the pricing formula provided under SEBI ICDR Regulations.

Comments of equity research team:We recommend voting in favour of issuing securities as it will help the company reduce its debts.

Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the proposal.

3

10-Dec-16 Postal Ballot For For

10-Dec-16 Vedanta Limite Postal Ballot For For

Oil and Natural Gas Limited

Management Proposal

Issue of Bonus shares by way of capitalization of

reserves.

The authorised share capital of the company is Rs 15,000 crore (comprising 30,000,000,000 equity shares of Rs 5 each) and the Paid-up Share Capital is Rs 4,277.74 crore (comprising 8,555,490,120 fully-paid equity shares of Rs 5 each).

The Reserves as per the audited financial statement as on 31st March 2016 is Rs 1,47,574.94 crore.

The Board of Directors of the company at their meeting held on 27th October, 2016 had recommended the issue of bonus shares in the proportion of 1 (one) new equity share of Rs 5/- each of the Company for every 2 (Two) existing equity share of Rs 5/- each fully paid up of the Company held by the shareholders on record date to be hereafter fixed by the Board / Committee of the Board, by capitalization of a sum of Rs 2138.87 crore from the reserves.

The same is proposed to be applied in full by issuing at par 4,277,745,060 new equity shares of Rs 5/- each as bonus shares. Consequently, the paid up equity share capital of the Company would increase to Rs 6,416.63 crore consisting of 12,833,235,180 equity shares of Rs 5/- each.


The resolution relates to issue of bonus shares in the proportion of 1 new equity share of Rs.5 each for every 2 existing fully paid equity shares of Rs. 5 each. We recommend voting in favour of the resolution

Conclusion:


Management Proposal

Approval of Vedanta Limited Employees Stock Option Scheme -

2016 [ESOS].

The Company wishes to attract and retain top performers, motivate employees to achieve business goals, reward performance with ownership and align employees interests with those of shareholders. Accordingly Vedanta Limited Employee Stock Option Scheme - 2016 (ESOS) (“the Scheme”) has been designed to provide equity based incentives to the employees of the Company.

The Scheme is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company. The pre-determined performance criteria shall focus on rewarding employees for Company performance vis-à-vis competition and also for achievement of internal operational metrics.

Total number of Options to be granted under the Scheme shall not exceed 14,82,50,244 Equity Shares of Re. 1 each (which represents 5% (five percent) of the paid up equity capital as on March 31, 2016). The options to be granted shall be in one or more tranches, whereby one option entitles the holder of the options to apply for one equity share of Re. 1/- each of the Company.

Since, the proposal is in accordance with the applicable provisions of the Companies Act, 2013, SEBI Regulations and other applicable provisions in this regard, we may vote in favor of the same.

3

10-Dec-16 Vedanta Limite Postal Ballot

For For

For For

Management Proposal

The Company wishes to attract and retain top performers, motivate employees to achieve business goals, reward performance with ownership and align employees interests with those of shareholders. Accordingly Vedanta Limited Employee Stock Option Scheme - 2016 (ESOS) (“the Scheme”) has been designed to provide equity based incentives to the employees of the Company.

The Scheme is a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company. The pre-determined performance criteria shall focus on rewarding employees for Company performance vis-à-vis competition and also for achievement of internal operational metrics.

Total number of Options to be granted under the Scheme shall not exceed 14,82,50,244 Equity Shares of Re. 1 each (which represents 5% (five percent) of the paid up equity capital as on March 31, 2016). The options to be granted shall be in one or more tranches, whereby one option entitles the holder of the options to apply for one equity share of Re. 1/- each of the Company.

Since, the proposal is in accordance with the applicable provisions of the Companies Act, 2013, SEBI Regulations and other applicable provisions in this regard, we may vote in favor of the same.

Approval of Vedanta Limited Employees Stock Option Scheme - 2016 (ESOS) to

the Employees of the Holding /Subsidiary

Company (ies) of the Company.

Authorization to ‘Vedanta ESOS

Trust’ for Secondary

Acquisition.

3

13-Dec-16 For ForTata Consultancy Services Limited

Extra- Ordinary General Meeting

Management Proposal

Removal of Mr. C. P. Mistry as Director Tata Consultancy

Services Limited.

TCS has received a representation by Tata Sons Limited (being promoter of the company) holding 73.26% of the equity share capital of TCSL for convening an Extra-ordinary General Meeting for transacting the said special business item; issues involving the same as mentioned in the representation are as under:

a. Tata Sons Limited is the principal investment holding company and promoter of Tata companies. About 66% of the ordinary share capital of Tata Sons Limited is held by philanthropic trusts, which support education, health, livelihood generation and art and culture. In 2015-16, the revenue of Tata companies, taken together, was over USD 100 billion.

b. On October 24, 2016, the Board of Directors of Tata Sons Limited passed a resolution to replace Mr. Cyrus P. Mistry as the Executive Chairman of Tata Sons Limited and revoked all his executive powers, fully supported by the three Directors of Tata Sons Limited nominated by the philanthropic trusts (primarily the Sir Dorabji Tata Trust and the Sir Ratan Tata Trust).

c. The Company has disclosed that the Board of Directors of Tata Sons Limited has lost confidence in Mr. Cyrus P. Mistry to lead Tata Sons Limited for a combination of several factors. The Tata Sons’ Board, in its collective wisdom, took the decision to replace Mr. Mistry. The Board had felt that the removal of Mr. Mistry as Chairman was absolutely necessary for the future success of the Tata group.

d. TCSL, of which Tata Sons Limited is the promoter, forms an integral part of the Tata group and enjoys the right to use the ‘Tata’ brand name by virtue of the Tata Brand Equity and Business Promotion Agreement entered into between TCSL and Tata Sons Limited. Substantial goodwill and benefits accrue to TCSL by such usage of the ‘Tata’ brand and association with the Tata group.

e. Subsequent to his replacement as Executive Chairman of Tata Sons Limited, Mr. Mistry has made certain unsubstantiated allegations, which cast aspersions not only on Tata Sons Limited and its Board of Directors, but also on the Tata group as a whole, of which TCSL is an integral part. The communication, which was marked as ‘confidential’, was made public. Mr. Mistry’s conduct has caused enormous harm to the Tata group, TCSL and its stakeholders, including employees and shareholders. Various representations have been made, post release of the special EGM notice, by the Company as well as Mr. Mistry one such letter issued by Mr. Mistry dated 05th December, 2016 pursuant to the Section 169 of the Companies Act, 2013. The representations only highlight their appeal for voting in their favour.

There has been no clarity on the reason for removal of Mr. Mistry as Chairman from the Board of TCS and no concrete justification has been provided in the representation seeking removal.

The matter was also referred to AMFI seeking a joint decision in this regard,; however AMFI has not provided any such decision in this regard.

IDBI Nifty index scheme holds 31,822 shares i.e. 0.0016% of the Company.

Keeping in view that Tata Sons Limited hold about 73% of the shares in the Company, our contrary vote may not have much impact on the decision hence we may vote in favour of the same.

3

21-Dec-16 For For

For For

22-Dec-16 For For

For For

Tata Steel Limited

Extra-Ordianry General Meeting

Management Proposal

Removal of Mr. C. P Mistry as the

Director

Tata Steel Limited has received a representation by Tata Sons Limited (being promoter of the company) 29.75% of the paid-up equity share capital of the Company, for convening an Extra-ordinary General Meeting for transacting the said special business item; issues involving the same as mentioned in the representation are as under:

Mr. Cyrus P. Mistry was appointed as a Non-Executive Director (liable to retire by rotation) of the Company on August 14, 2012. The Board of Directors of the Company elected Mr. Cyrus P. Mistry as the Deputy Chairman of the Board of Directors of the Company with effect from November 9, 2012 and as Chairman of the Board of Directors of the Company

Management Proposal

Removal of Mr. Nusli N. Wadia as

Director.

Tata Motors Limited

Extra- Ordinary General Meeting

Management Proposal

Removal of Mr. C. P Mistry as the

Director

Tata Motors has received a representation by Tata Sons Limited (being promoter of the company) 77,89,70,378 Ordinary Shares aggregating 26.51% of the Company’s voting capital for convening an Extra-ordinary General Meeting for transacting the said special business item; issue involved as mentioned in the representation is as under:

Mr Cyrus Mistry is currently the Non-Executive Chairman of the Company. He was appointed as a Non-Executive Director of the Company by the Board on May 29, 2012 and by the shareholders at the Annual General Meeting (AGM) held on August 10, 2012.At the Board Meetings of the Company held on November 7, 2012 and December 28, 2012, he was appointed as the Deputy Chairman and as the Chairman respectively. Further, based upon a request received from Tata Steel, Mr Mistry was nominated on March 28, 2013, as a ‘Steel Director’ pursuant to Article 127 of the Articles of Association of the Company.

Mr Nusli Wadia is an Independent Director of the Company. He was appointed as a Non-Executive Director of the Company by the Board on December 22, 1998 and by the shareholders at the AGM held on August 12, 1999. Being a director liable to retire by rotation, Mr Wadia’s re-appointment was approved at various AGMs held on July 26, 2002, July 11, 2005, August 25, 2009, August 12, 2011 and August 21, 2013 in terms of the provisions of the Companies Act, as applicable from time to time. As required under the listing agreement, Mr Wadia has been an Independent Director of the Company since March 2001. As required under Section 149 of the Companies Act, 2013, Mr Wadia was appointed as an Independent Director of the Company with effect from July 31, 2014 upto February 14, 2019 at the AGM held on July 31, 2014. Mr Wadia is the Chairman of the NRC and a Member of the ECoB.

Mr Wadia, vide his letters dated November 23, 2016 addressed to the Board of Directors and the Company Secretary has stated as under:-- Letter No.1: Mr Wadia has inter alia, termed the reasons provided by the Requisitionist in the Special Notice for his removal as baseless, false, defamatory and libelous and have been made with the intention of harming his reputation.Further, Mr Wadia has questioned the ability of the requisitionist to requisition a general meeting and vote to remove him as a Director (he being an Independent Director) from the Board of the Company.- Letter No.2: Mr Wadia has requested the Board of Directors to forthwith institute an independent investigation upon the allegations as set out in the Special Notice issued by Tata Sons Limited dated November 10, 2016 or state otherwise on the allegations.

Management Proposal

Removal of Mr. Nusli N. Wadia as

Director.

4 3-Jan-17 Postal Ballot For For

For For


Management Proposal

Alteration of the Object Clause in the Memorandum of Association of

the Company.

The company proposes to act as a “Composite Corporate Agent” under Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015 (IRDA Regulations) for solicitation and procurement of insurance business of General Insurance and Life Insurance products. The objective is to secure the assets financed by the Company and also to provide value added services to its customers.

The Board of Directors had considered the proposal for acting as “Composite Corporate Agent” under IRDA Regulations subject to necessary approvals from regulatory authorities and members for amendments to the objects clause of the company to carry on insurance corporate agency business.

The company proposes to alter sub-clause (g) of clause 13 of III (A) in the Memorandum of Association of the Company to permit the company to carry on insurance corporate agency business. The clause to read as under: -

“13(g). To commence and carry on all activities connected with General Insurance and Life Insurance business, to solicit and procure insurance business as a broker and/or composite and/or standalone corporate agent and to undertake such other activities ancillary/incidental thereto and to provide advisory services in the field of insurance including risk assessment and advisory, loss assessors assessment and related services, risk rating connected with underwriting, coordinate with insurance companies whether local or foreign on coverages to represent in all or any respect, to provide or arrange insurance coverage and/or re-insurance coverage within or outside the country and to provide general consultancy services like scrutinising existing insurance coverages, pruning superfluous risk coverages, exploring eligible discounts etc. and to also promote/incorporate suitable body corporates to carry on any or all the above activities, to enter into any tie-up of financial, technical or other nature with any concern whether in the country or outside provided that the above activities to be carried on subject to all laws and regulations as are in force from time to time.”

Since the proposal is in accordance with the provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

Alteration of Articles of

Association of the company

The existing Articles of Association of the Company are as per the requirements of the Companies Act, 1956 and accordingly contain references to the sections of the Companies Act, 1956. Considering that substantive sections of the Companies Act, 2013 which deal with the general functioning of the companies stand notified, it is proposed to replace the existing AOA with a new set of articles aligned with the provisions of the Act, including the rules framed there under. Also, some of the articles which have become redundant over time in view of lapse of certain agreement with investors etc. also have been deleted.

Since the proposal is in conformity with the provisions of the Companies Act, 2013, we may vote in favour of the same.

4 3-Jan-17 Postal Ballot

For For

For For

5-Jan-17 Postal Ballot For For


Management Proposal

Approval of Cholamandalam Investment and

Finance Company Limited

Employee Stock Option Plan 2016.

The Company intends to introduce and implement Employee Stock Option plan with a view to attract and retain key talent working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

With this objective in mind, the Company intends to introduce and implement a new Employee Stock Option Plan 2016 viz., ”Cholamandalam Investment and Finance Company Limited Employees Stock Option Plan 2016” for the permanent employees of the Company and its subsidiaries including its Managing Director and Whole-Time Director, (other than promoter/promoter group of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company).

The total number of options to be granted under ESOP 2016 shall not exceed 31,25,102. Each option when exercised would be converted into one equity share of Rs.10/- each fully paid-up.

Comments of equity research team:The said resolution pertains to grant of stock options to employees. We recommend voting in favour of the resolution.

Management Proposal

Grant of stock options to the

employees of the Company’s

subsidiaries under the ESOP Plan.

Oil India Limited

Management Proposal

Issue of Bonus shares by way of Capitalisation of

reserves.

The present authorised share capital of the company is Rs. 2000 Crore and the paid-up share capital is Rs. 601.14 Crore. The reserves and surplus as per the audited financial statement as on 31st March, 2016 is Rs. 21715.04 Crore.

The Company had in the past issued Bonus Shares in 1994 (3:2), 1996 (1:1), 2000 (1:2) and 2012 (3:2). The Board of Directors of the Company at their meeting held on 28th November 2016 have recommended the issue of bonus shares in the proportion of 1:3 i.e. 1(One) new equity share of Rs. 10/- each of the Company for every 3 (Three) existing equity share of Rs. 10/- each fully paid up of the Company held by the shareholders on the record date to be hereafter fixed by the Board / Committee of the Board, by capitalization of a sum of Rs. 200,37,86,520 from the reserves. The same is proposed to be applied in full by issuing at par 20,03,78,652 new equity shares of Rs. 10/- each as bonus shares. Consequently, the paid up equity share capital of the Company would increase to Rs. 8,01,51,46,070 consisting of 80,15,14,607 equity shares of Rs. 10/- each.

Comments of equity research team:The said resolution for issue of bonus shares is generally viewed positively by the markets, we recommend voting in favour of the same. Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

4

6-Jan-17 Postal Ballot For For

For For

Tube Investment of India Limited

Management Proposal

Approval of Tube Investments of India Limited

Employee Stock Option Plan 2016 (“ESOP 2016”)

and grant of Stock Options to Employees of the Company under

the Plan.

The Company intends to implement an employee stock option plan with a view to attract and retain the key talent working with the Company and its subsidiaries by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

With this objective in mind, the Company intends to introduce and implement a new Employee Stock Option Plan 2016 viz., “Tube Investments of India Limited Employee Stock Option Plan 2016” (“ESOP 2016”) for the permanent employeesincluding Whole-time/Managing Directors of the Company and its subsidiaries.

The total number of options to be granted under the ESOP 2016 shall not exceed 37,48,000. Each Option when exercised would be converted into one equity share of Rs.2/- each fully paid-up.

Comments of equity research team:The said resolution pertains to grant of stock options to employees. We recommend voting in favour of the resolution.

Since the proposal is in accordance with the provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same.

Management Proposal

Approval to grant Stock Options to the Employees of the Company’s

subsidiaries under the ESOP 2016.

4

16-Jan-17 Postal Ballot For For Ashok Leyland Limited

Management Proposal

Alteration of the Objects Clause and Liability Clause of the

Memorandum of Association of the

company

The Board of Directors of the Company at their meeting held on September 14, 2016, approved the draft scheme of amalgamation of Hinduja Foundries Limited (HFL) with the Company and their respective shareholders and creditors, under Sections 391 to 394 and other relevant provisions of the Companies Act, 1956 and the Companies Act, 2013, as applicable, subject to necessary regulatory approvals. Upon the scheme of amalgamation becoming effective, in order to carry on the business of HFL, by the Company, the main objects of HFL is proposed to be incorporated in the main objects clause of the Memorandum of Association (MOA) of the Company. Further, the existing MOA of the Company was framed under the provisions of the Companies Act, 1913.

In view of the above, following amendments/changes are required in the Objects clause of MOA of the Company:-

1. Heading of existing Clause III of the Memorandum of Association of the Company be replaced with “A.The Objects to be pursued by the Company on its incorporation are:”

2. A new heading “B. Matters which are necessary for furtherance of the Objects specified in Clause III A” will be inserted after existing sub-clause 1.3. Existing Sub-clauses 2 to 38 be re-numbered as 1 to 37 and brought under Clause III B.

4. After sub-clause 1 under Clause III A of the Memorandum of Association, new sub-clause 2 shall be inserted.

5. Liability Clause to be replaced as per the requirements of the Act.


4

16-Jan-17 Postal Ballot

For For


Manageement Proposal

Increase in the number of stock

options under Ashok Leyland

Employees Stock Option Plan 2016.

The Members of the Company at the Annual General Meeting held on July 21, 2016 approved the formulation and implementation of Ashok Leyland Employees Stock Option Plan 2016 (AL ESOP 2016). The total number of options to be granted under AL ESOP 2016 was 42,68,815 options constituting 0.15% of the paid-up equity share capital of the Company as on March 31, 2016 convertible into equal number of equity shares of Rs 1/- each. The Company has so far granted 28,45,875 stock options out of the 42,68,815 stock options under the scheme.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on November 7, 2016 and November 8, 2016 has, subject to the approval of the Members in accordance with the provisions of the Companies Act, 2013 and subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations) and such other provisions as may be applicable, recommended to create and grant from time to time, in one or more tranches, employee stock options from the present limit of 42,68,815 employee stock options to 1,42,29,383 to or for the benefit of such person(s) who are in permanent employment of the Company including any Director thereof, whether whole-time or otherwise (other than Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company), as may be decided under the scheme, exercisable into not more than 1,42,29,383 Equity Shares of face value of Rs 1/- each fully paid-up, constituting 0.50% of the paid-up equity share capital of the Company as on March 31, 2016.

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in in this regard, we may vote in favour of the same.

4

17-Jan-17 For ForSintex Industries Limited


Management Proposal

Composite Scheme of

Arrangement between Sintex

Industries Limited and

Sintex Plastics Technology Limited and

Sintex - BAPL Limited and Sintex Infra

Projects Limited and their


creditors.

Particulars of Sintex Industries Limited:Sintex Industries, the flagship company of Sintex Group, is a public limited company incorporated on 1st June, 1931 under the Baroda State Companies Act of Savant Year 1975 in the name of The Bharat Vijay Mills Limited. Subsequently, the name of The Bharat Vijay Mills Limited was changed to Sintex Industries Limited with effect from 27th June, 1995 under the provisions of the Act.

Sintex Industries along with its nominees hold 100% of the paid-up equity share capital of Sintex Plastics Technology. Sintex-BAPL and Sintex Infra are the wholly owned subsidiaries of Sintex Plastics Technology. Therefore, Sintex-BAPL and Sintex Infra are also the wholly owned subsidiaries of Sintex Industries.

Sintex Industries is primarily engaged in the business of Textiles and Plastics. Sintex Industries’ Textile Division is carrying on the business of manufacturing and distribution of niche structured yarn and dyed textiles related products. Sintex Industries’ Plastic Division has basically two verticals namely Custom Moulding Business and Prefab Business based on their business characteristics and customer profiles.

Custom Moulding Business of Sintex Industries is, inter alia, engaged in the business of manufacture of:

(a) customized components for the automotive sector; (b) Sheet Moulded Compound (SMC) products such as meter boxes, junction boxes, and distribution boxes; (c) Industrial Containers; (d) Fibre Reinforced Plastics (FRP) Tanks (which are used to store diesel, petrol, gas and other hazardous chemicals);

(e) Water Storage Solutions (which includes tanks under the brand name of Sintex, Reno, Renotuf and Titus); (f) Blow Moulding Compound (BMC); (g) Plastic Pallets (which caters to various industries such as pharmaceuticals, automotive, electrical, engineering, textiles, fisheries, logistics and warehousing); (h) Insulated Boxes and other products such as packaging crates, starter panel boxes, components for cooling tower sector, etc.; and (i) Sub- ground structures (such as septic tanks, packaged waste water treatment solutions, biogas unit, etc.).

Sintex Industries also carries on the business of custom moulding through its overseas wholly owned subsidiary companies and the same are part of Custom Moulding Business vertical. In this regard, Sintex Industries holds 100% of the paid-up share capital of Sintex Holdings B.V., Netherlands. Sintex Holdings B.V., in turn, holds strategic investments into its wholly owned subsidiaries which are, inter alia, engaged in the business of custom moulding.

4



Management Proposal

Composite Scheme of







creditors.

Particulars of Sintex Plastics TechnologySintex Plastics Technology is a company incorporated on 4th August 2015 under the provisions of the Companies Act, 2013 in the name of Neev Educare Private Limited. Thereafter, the name of Neev Educare Private Limited was changed to Neev Educare Limited with effect from 13th May 2016. The name was further changed to Sintex Plastics Technology Limited with effect from 1st June 2016.

Sintex Plastics Technology is a wholly owned subsidiary of Sintex Industries. Further, Sintex Plastics Technology is the holding company of Sintex-BAPL and Sintex Infra, respectively.

Particulars of Sintex-BAPLSintex-BAPL is a company incorporated on 23rd July, 2007 under the provisions of the Act in the name of Bright Auto Plastic Private Limited. Subsequently, the name of Bright Auto Plastic Private Limited was changed to Bright autoplast Private Limited with effect from 17th December, 2007 and further changed to Bright Autoplast Limited with effect from 28th December 2010. Thereafter, the name was further changed to Sintex-BAPL Limited with effect from 2nd September, 2015.

Sintex-BAPL is, inter alia, engaged in the business of manufacture of injection moulded plastic components for the automotive industry. The product portfolio includes exterior systems (such as front and rear bumper systems, overhead systems, side wall systems, acoustic management and seating systems) and hood systems (such as air dams, nozzle defrosters and radiator fan blades). Sintex-BAPL is a wholly owned subsidiary of Sintex Plastics Technology.

Particulars of Sintex Infra:Sintex Infra is a company incorporated on 25th November, 2009 under the provisions of the Act in the name of Sintex Infra Projects Limited. Sintex Infra is, inter alia, engaged in the business of monolithic construction and prefabricated structures. Sintex Infra is a wholly owned subsidiary of Sintex Plastics Technology.

Sintex Infra is, inter alia, engaged in the business of monolithic construction and prefabricated structures. Sintex Infra is a wholly owned subsidiary of Sintex Plastics Technology.

4



Management Proposal

Composite Scheme of







creditors.

Description and Rationale for the Scheme:

The Scheme provides for inter alia:

(i) The demerger of the Custom Moulding Undertaking (as defined in the Scheme) and the Prefab Undertaking (as defined in the Scheme) of Sintex Industries and vesting of the same to Sintex-BAPL and Sintex Infra, respectively; (ii) Sub- division of the equity share capital of Sintex Plastics Technology;(iii) Issuance of the equity shares by Sintex Plastics Technology to the equity shareholders of Sintex Industries; (iv) Listing of the equity shares of Sintex Plastics Technology on BSE and NSE; (v) Reduction of the paid-up equity share capital of Sintex Plastics Technology pursuant to the cancellation of the equity shares held by Sintex Industries in Sintex Plastics Technology; (vi) Reduction of Capital Redemption Reserve Account and Securities Premium Account of Sintex Industries; (vii)Change in name of Sintex Infra;(viii)Alteration of the object clause of the Memorandum of Association of Sintex - BAPL and Sintex Infra, respectively; and (ix) For matters consequential, supplementary and/or otherwise integrally connected therewith. The proposal is to be implemented in terms of the Scheme under Sections 391 to 394 of the Act and other applicable provisions of the Act and the Companies Act, 2013.

The rationale of the scheme is as under:

All the aforesaid companies are part of Sintex Group. The business activities carried on by Sintex-BAPL are similar to the Custom Moulding Business being carried out by Sintex Industries. Further, the business activities carried out by Sintex Infra are similar to the Prefab Business being carried out by Sintex Industries. Sintex Group is desirous of segregating the Plastic Division and the Textile Division of Sintex Industries by separating the Custom Moulding Undertaking and the Prefab Undertaking, respectively, of the Plastic Division of Sintex Industries and transfer of the same to Sintex-BAPL and Sintex Infra, respectively, under the provisions of Sections 391 to 394 and other relevant provisions of the Act read with the provisions of the Companies Act, 2013.

4



Management Proposal

Composite Scheme of







creditors.

(a) The business of Textile carried on by Sintex Industries and the business of Plastic carried on by Sintex Industries either by itself or through strategic investments in subsidiaries have significant potential for growth and profitability. The nature of risk, competition, challenges, opportunities and business methods for both the aforesaid businesses are separate and distinct from each other. The Textile business and the Plastic business are capable of attracting a different set of investors, strategic partners, lenders and other stakeholders. There are also differences in the manner in which the Textile business and the Plastic business are required to be handled and managed. In order to lend greater/ enhanced focus to the operation of the said businesses, it is proposed to reorganize the Plastic business under Sintex Plastics Technology but at the same time segregate, by way of demergers, the Custom Moulding Undertaking and the Prefab Undertaking, respectively, of Sintex Industries and transfer the same to Sintex-BAPL and Sintex Infra, respectively, which are wholly owned subsidiaries of Sintex Plastics Technology.

(b) The segregation would enable greater/enhanced focus of management in the Textile business and the Plastic business thereby facilitating the management to efficiently exploit opportunities for each of the said businesses. Further, the opportunities and business methods of the Custom Moulding Undertaking and that of the Prefab Undertaking are distinct and the same are reflected by the different business activities of Plastics currently being carried on by Sintex-BAPL and Sintex Infra, respectively. Therefore, it is proposed to demerge the Custom Moulding Undertaking of Sintex Industries and transfer the same to Sintex-BAPL and demerge the Prefab Undertaking of Sintex Industries and transfer the same to Sintex Infra. Though the verticals of the Plastic Division are being proposed to be transferred to Sintex-BAPL and Sintex Infra, it is proposed that the holding company for the Plastic business remains within one entity i.e. Sintex Plastics Technology.

4



Management Proposal

Composite Scheme of







creditors.

(c) The demergers will also provide scope for independent collaboration and expansion.

(d) It is believed that the proposed demergers will create enhanced value for shareholders and allow a focused strategy and specialization for sustained growth, which would be in the best interest of all the stakeholders and the persons connected with the aforesaid companies.


Recommended voting in favour of the resolution - scheme of arrangement between sintex and its subsidiaries.

Conclusion:Since the proposed scheme is in accordance with the applicable provisions of the Companies Act, 1956 and other applicable provisions in this regard, and taking into consideration the recommendation of equity research team, we may vote in favour of the same

4

23-Jan-17 Postal Ballot For ForGillette India Limited

Management Proposal

Appointment of Mr Karthik

Natarajan (DIN: 06685891) as Whole -Time

Director liable to retire by rotation.

Mr. Karthik Natarajan, Chief Financial Officer of the Company has been elevated as Director, Finance & Accounting - India, Middle East & Africa to take up regional responsibility effective October 1, 2016. He shall continue as Chief Financial Officer up to December 31, 2016. Mr. Gagan Sawhney shall takeover as Chief Financial Officer of the Company effective January 1, 2017.

He holds the qualification of Chartered Accountancy and is currently the Director, Finance & Accounting - India, Middle East & Africa and has been with P&G for over 16 years. Prior to this role, he was the Finance Director for P&G India and Chief Financial Officer of the Company. He was previously, worked across multiple locations including US, China, Phillipines and Singapore. He has held global responsibilities and has led strategy development, business and financial planning and operational execution with excellence for several important P&G businesses over his tenure with P & G.

Mr. Natarajan would be paid remuneration by Procter & Gamble, Dubai, as detailed below:-

i. Remuneration upto Rs. 3,50,00,000/- per annum (subject to increments as per the rules and policies of the Company); and

ii. Medical reimbursements, retirals and other perquisites shall be in accordance with the rules as applicable to all employees.

Since the appointment of Director is effective post passing of the resolution of shareholders by postal ballot, his attendance in Board Meetings is unavailable for consideration. He holds directorships in two other public companies.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the voting policy of our company; we may vote in favour of the same.

4

23-Jan-17 Postal Ballot For ForClariant (Chemicals) India Limited

Management Proposal

Re- appointment of Deepak Parikh

(06504537) as Vice - Chairman and Managing Director of the

Company.

Shri Deepak Parikh holds the qualification of Chemical Engineer from Bombay University (UICT) and Ph.D. in Polymer Science and Engineering from the University of Tennessee, USA.

He is the Vice-Chairman and Managing Director of the Company. He has over 26 years of experience in general administration, M&A, divesture, creating new platforms, driving change management and delivering business growth in emerging markets in the chemicals and plastics industry.

He joined Clariant Chemicals (India) Limited from Lion Copolymer (USA), where he held dual roles as the Chief Vice President of Asia Pacific Business and Chief Technology Officer. Prior to joining Lion Copolymer, he worked with Dow Chemical and Du Pont in USA and Asia for almost 20 years where he held various global and regional leadership roles in commercial, R&D and business development functions.

During the financial year ended March 31, 2016, a sum of Rs 845.22 Lakh was paid as remuneration to Dr. Deepak Parikh. The Company proposes remuneration including benefits and perquisites payable to him within the overall limit of Rs 800 lakhs per year on the terms and conditions as mentioned in the Explanatory statement annexed to the Postal Ballot Notice during the tenure of appointment i.e. for a period of three years from February 1, 2017 to January 31, 2020.

He does not hold directorship in any other company.

Since the proposal for re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the voting policy of our company, we may vote in favour of the same.

4

8-Feb-17 For For

For For

Siemens Limited


Management Proposal


adopt:

(a) the Audited Financial


ended 30th September, 2016, together with the

Reports of the Directors and the Auditors thereon;

and

The Company has earned total revenue of Rs 109,728 million as on 30th September, 2016 as compared to Rs 106,728 million as on 30th September, 2015.

The Company has incurred total expenses of Rs 100,680 million as on 30th September, 2016 as compared to Rs 97,592 million as on 30th September, 2015.

Net profit being Rs 28,880 million as on 30th September, 2016 as compared to Rs 11,833 million as on 30th September, 2015.


The Auditors Reports dated November 23, 2016 on financial statements of the Company for the year ended March 31, 2016 contains as an Annexure, the matters specified in the Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.

In accordance with section 2(41) of the Companies Act, 2013, the Company must within a period of 2 years from the commencement of the Companies Act, 2013, align its financial year according to the said provisions provided for in this regard.




ended 30th September, 2016 and the Report of


The Company has earned total revenue of Rs 109,994 million as on 30th September, 2016 as compared to Rs 107,231 million as on 30th September, 2015.

The Company has incurred total expenses of Rs 101,083 million as on 30th September, 2016 as compared to Rs 98,184 million as on 30th September, 2015.

Net profit being Rs 28,737 million as on 30th September, 2016 as compared to Rs 11,744 million as on 30th September, 2015.

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

The Auditors Reports dated November 23, 2016 on financial statements of the Company for the year ended March 31st, 2016 contains as an Annexure, the matters specified in the Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.


4

8-Feb-17

For For

For For

For For

Siemens Limited


Management Proposal

Dividend: -

(a) To confirm the payment of

Special Dividend (Interim

Dividend) of Rs 27.50 per Equity Share of Rs 2/- each declared by

the Board of Directors on 4th

We recommend voting in favour of confirmation of payment of special dividend Interim Dividend) of Rs. 27.50 per Equity Share of Rs. 2/- each declared by the Board of Directors on 4th August, 2016 and declaration of Final Dividend of Rs. 6/- per Equity Share of Rs. 2/- each on Equity Shares for the financial year ended 30th September, 2016.

(b) To declare a Final Dividend on Equity Shares for the financial year

ended 30th, September, 2016.

Management Proposal


of Ms. Mariel von Schumann (DIN 06625674), who


eligible, offers herself for re-appointment.

Ms. Mariel von Schumann (DIN: 06625674) holds the qualification of Master in Economics and has expertise in the field of Mergers & Acquisitions, Capital Markets, Board and Management Incentive Systems and Government Affairs.


The Director has 40% attendance in Board Meetings and has not attended the previous Annual General Meeting. She does not hold directorship in any other company. (The Company has disclosed that the director is in the whole-time employment of parent company, Siemens AG and that as being Managing Board / Senior management member/(s) of Siemens AG; did not participate in the meeting held on 4th March, 2016 as an agenda item of the meeting was to consider a proposed related party transaction with a subsidiary of Siemens AG.)


4

8-Feb-17

For For

For For

Siemens Limited


Management Proposal

Appointment of Messrs S R B C

& CO LLP, Chartered

Accountants (Firm

Registration No. 324982E/E300003), as Statutory Auditors of the

Company.

The Company proposes to ratify the appointment of S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003), as Statutory Auditors of the Company for a period of one year commencing from the conclusion of this Annual General Meeting until the conclusion of the ensuing Annual General Meeting on such remuneration as may be decided by the Board of Directors of the Company.

Section 139 of the Companies Act, 2013 requires the auditors to be appointed for a term of five years subject to ratification by members at every Annual General Meeting. Keeping in view of the above, we may vote in favour of the same.

Management Proposal


Messrs R. Nanabhoy & Co., Cost Accountants

(Firm Registration No. 7464), the Cost Auditors of the

Company for FY 2016-17.

The Company proposes to ratify the remuneration amounting to Rs 17,68,000 payable to Messers R. Nanabhoy & Co., Cost Accountants; the Cost Auditors of the Company for FY 2016 - 17.


4

8-Feb-17

For For

10-Feb-17 Postal Ballot For For

Siemens Limited


Management Proposal

Approval of transactions with

Siemens Healthcare

Private Limited.

The Company’s transactions with Siemens Healthcare Private Limited ("SHPL"), a related party, which is a subsidiary of Siemens Aktiengesellschaft, Germany ("Siemens AG"), amounted to Rs 30,682 million, in Financial Year 2015-16, which exceeds 10% of the annual consolidated turnover of the Company as per the audited financial statements for the Financial Year ended 30th September, 2016 and hence considered material as per Listing Regulations.

Out of the transactions with SHPL in Financial Year 2015-16, Rs 30,500 million was towards the sale and transfer of the Company’s Healthcare Undertaking as a “going concern” and by way of a slump sale to SHPL, with effect from 1st July, 2016, for which Members have already accorded their approval on 27th April, 2016. Apart from the sale of the Healthcare Undertaking, the Company had transactions with SHPL aggregating Rs 182 million in Financial Year 2015-16 towards sales, rent and other recoveries, which were in the normal course and incidental to business and at arm’s length basis, with necessary approvals and as per the Related Party Transaction Policy of the Company.Comments of equity research team:

We recommend voting in favour of the resolution regarding approval of transactions with Siemens Healthcare Pvt Ltd.


BlueDart Express Limited

Management Proposal

Re-appointment of Mr. Narendra P. Sarda (DIN


Director of the Company for period of five

consecutive years commencing

from March 28, 2017 to March

27, 2022.

Shri Narendra Sarda, was appointed as an Independent Director with effect from March 28, 2015 for a term of 2 years.

Shri Sarda was a member of the IFRS Advisory Council, London (Advisory body to International Accounting Standards Board -IASB) during 2009 to 2011. He was a partner in P. C. Hansotia & Co., Chartered Accountants for 41 years during 1970 to 2011.

Details of remuneration sought to be paid: He shall be entitled to receive sitting fees and commission. The remuneration last drawn by him: Rs 3,60,000 (Sitting fees for the period from April 2016 upto the Board Meeting upto December 15, 2016) Rs 15,00,000/- (Commission for the financial year 2015- 2016).

The number of Meetings of the Board attended during the year: 5 (For the period April 2016 to December 15, 2016).

Membership/ Chairmanship of Committees of Other Boards: He currently is a Non - Executive Director on the Board of Gillette India Limited and a Member of the Audit Committee.

Since the re-appointment is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the voting policy of our company, we may vote in favour of the same.

4

10-Feb-17 Postal Ballot

For For


Management Proposal

Appointment of Air Marshal M.

McMahon (Retd.) (DIN 00234293)

as an Independent Director of the Company for period of five

consecutive yearscommencing

from February 10, 2017 to February

9, 2022.

Air Marshal M. McMahon (Retd.) has wide experience in the Aviation Industry. Air Marshal McMahon (Retd.) was commissioned as a fighter pilot and served in the IAF for 42 years.

He is a recipient of the Param Vishist Seva Medal, Ati Vishist Seva Medal and Vishist Seva Medal.

Air Marshal McMahon (Retd.) holds 'Nil' Equity Shares in the Company. He has no relationship with other Directors and other Key Managerial Personnel of the Company.

Details of remuneration sought to be paid: Air Marshal McMahon (Retd.) shall be entitled to receive sitting fees and commission. The remuneration last drawn by Air Marshal McMahon (Retd.): Nil

Membership / Chairmanship of Committees of Other Boards:

Air Marshal McMahon (Retd.) currently is a Non – Executive Independent Director on the Board of Blue Dart Aviation Limited. He is the Chairman of the Audit Committee and Nomination & Remuneration Committee of Board of Directors of Blue Dart Aviation Limited.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the voting policy of our company, we may vote in favour of the same.

4


For For

20-Feb-17 Postal Ballot For For


Management Proposal

To vary / amend terms of payment of remuneration

to Mr. Anil Khanna (DIN

01334483) Managing Director.

Pursuant to Shareholders approval at the Twenty Fifth Annual General Meeting of the Company held on July 28, 2016, remuneration terms of Mr. Anil Khanna as the Managing Director was revised effective January 1, 2016 to include Long Term Incentive (LTI) of a maximum of 20% of Total Direct Compensation payable to him, for each year, based on targets set for each Calendar year. The performance period starts on January 1, 2016 and ends on December 31, 2019 (four years) and LTI will be paid after 4 years based on achievement of targets set (viz; EBIT, market share growth) as decided by the Board of Directors from time to time.

Due to revision in the strategy of the Company and due to complexity, market dynamics and prevailing economic scenario, it is proposed to vary/amend the remuneration terms of Mr. Anil Khanna, Managing Director. Subject to necessary approval by the members and on recommendation of the Nomination & Remuneration Committee of the company in its Meeting held on December 15, 2016 and approval of the Board of Directors in its meeting held on December 15, 2016, the terms of payment of remuneration to Mr. Anil Khanna, Managing Director (DIN 01334483) has been revised by amending criteria for payment of LTI and LTI will be paid after 4 years based on achievement of targets set (viz; EBIT) instead of earlier criteria (viz; EBIT, Market share growth, etc.) as decided by the Board of Directors from time to time.


Dewan Housing Finance Limited

Management Proposal

Re-classification of Authorised

Share Capital of the Company

At present, the Authorized Share Capital of the Company is Rs. 828,00,00,000 divided into 74,80,00,000 equity shares of Rs.10 each aggregating to Rs. 748,00,00,000, 7,50,00,000 preference shares of Rs.10 each aggregating to Rs. 75,00,00,000 and 5,00,000 redeemable preference shares of Rs.100 each aggregating Rs. 5,00,00,000.

The company requires additional capital for:

(a) augmenting long-term resource/ capital requirement of the Company for its business activities and capital adequacy purposes; (b) meeting the general corporate purposes including refinancing of the existing debt; and (c) meeting other purposes as may be approved by the Board or Finance Committee or any other committee as may be constituted for this purpose and permissible under applicable laws and therefore proposes to issue further securities.

With a view to raise further capital without impairing the shareholding pattern, it is considered necessary to alter / change / reclassify the composition of Authorized Share Capital of the Company from the present Rs. 828,00,00,000 divided into 74,80,00,000 equity shares of Rs.10 each aggregating to Rs. 748,00,00,000 and 7,50,00,000 preference shares of Rs.10 each aggregating Rs. 75,00,00,000 and 5,00,000 redeemable preference shares of Rs.100 each aggregating to Rs. 5,00,00,000 to Rs. 828,00,00,000 divided into 57,80,00,000 equity shares of Rs. 10 each aggregating to Rs. 578,00,00,000 and 25,00,000 non-convertible redeemable cumulative preference shares of Rs. 1,000 each aggregating to Rs. 250,00,00,000.

Conclusion:


4


For For


At present, the Authorized Share Capital of the Company is Rs. 828,00,00,000 divided into 74,80,00,000 equity shares of Rs.10 each aggregating to Rs. 748,00,00,000, 7,50,00,000 preference shares of Rs.10 each aggregating to Rs. 75,00,00,000 and 5,00,000 redeemable preference shares of Rs.100 each aggregating Rs. 5,00,00,000.

The company requires additional capital for:

(a) augmenting long-term resource/ capital requirement of the Company for its business activities and capital adequacy purposes; (b) meeting the general corporate purposes including refinancing of the existing debt; and (c) meeting other purposes as may be approved by the Board or Finance Committee or any other committee as may be constituted for this purpose and permissible under applicable laws and therefore proposes to issue further securities.

With a view to raise further capital without impairing the shareholding pattern, it is considered necessary to alter / change / reclassify the composition of Authorized Share Capital of the Company from the present Rs. 828,00,00,000 divided into 74,80,00,000 equity shares of Rs.10 each aggregating to Rs. 748,00,00,000 and 7,50,00,000 preference shares of Rs.10 each aggregating Rs. 75,00,00,000 and 5,00,000 redeemable preference shares of Rs.100 each aggregating to Rs. 5,00,00,000 to Rs. 828,00,00,000 divided into 57,80,00,000 equity shares of Rs. 10 each aggregating to Rs. 578,00,00,000 and 25,00,000 non-convertible redeemable cumulative preference shares of Rs. 1,000 each aggregating to Rs. 250,00,00,000.

Conclusion:


Management Proposal

Alteration of the Memorandum of

Association of the Company upon

reclassification of Authorised Share

Capital of the Company

4


For For


Management Proposal

To consider and approve Issue and

Offer of Non-Convertible Redeemable Cumulative

Preference Shares on a private

placement basis – Offer-1

At the Meeting of the Board of Directors of the Company held on 16th January, 2017, the Directors had, pursuant to the provisions of Sections 42, 43, 47, 55, 62, 123, 230 and any other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, approved of an issue and offer not exceeding 7,00,000 non-convertible redeemable cumulative preference shares of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 70,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 140,00,00,000, for cash at such rate of dividend as may be deemed fit by the Board in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.

The approval of the Members of the Company is accordingly being sought by way of Special Resolution under Sections 42, 55 and 62 and any other applicable provisions of the Act read with the Rules framed there under, for the issue of Offer-1 consisting of 7,00,000 NCRCPS of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 70,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 140,00,00,000, at such rate of dividend as may be deemed fit by the Board or the Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.

Given below are inter alia the terms of issue of the NCRCPS and a Statement of disclosures as required under Rule 9(2) and (3) of the Companies (Share Capital and Debentures) Rules, 2014 applicable for Offer-1:

4


For For


Management Proposal





(i) NCRCPS shall carry a preferential right vis-à-vis equity shares of the Company with respect to payment of dividend or repayment of capital. The NCRCPS shall carry rate(s) of dividend as may be fixed / determined by the Board or Finance Committee or any other Committee as may be constituted for this purpose at the time of issue for each of the tenor of NCRCPS and depending upon profile/ category of holder(s) of NCRCPS;(ii) NCRCPS shall be non-participating in the surplus funds;(iii) NCRCPS shall be non-participating in the surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company;(iv) Holders of NCRCPS shall be paid dividend on a cumulative basis;(v) NCRCPS shall not be convertible into equity shares;(vi) NCRCPS shall carry voting rights as per the provisions of Section 47(2) of the Act;(vii) NCRCPS shall be redeemable at the end of Tenor along with redemption premium equivalent to the premium on issue of NCRCPS; andConclusion:


4


For For


Management Proposal





At the Meeting of the Board of Directors of the Company held on 16th January, 2017, the Directors had, pursuant to the provisions of Sections 42, 43, 47, 55, 62, 123, 230 and any other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, approved of an issue and offer not exceeding 5,00,000 non-convertible redeemable cumulative preference shares of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 50,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 100,00,00,000, for cash at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.

The approval of the Members of the Company is accordingly being sought by way of Special Resolution under Sections 42, 55 and 62 and any other applicable provisions of the Act read with the Rules framed there under, for the issue of Offer-2 consisting of 5,00,000 NCRCPS of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 50,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 100,00,00,000, at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other Committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.

Given below are inter alia the terms of issue of the NCRCPS and a Statement of disclosures as required under Rule 9(2) and (3) of the Companies (Share Capital and Debentures) Rules, 2014 applicable for Offer-2:

4


For For


Management Proposal





(i) NCRCPS shall carry a preferential right vis-à-vis equity shares of the Company with respect to payment of dividend or repayment of capital. The NCRCPS shall carry rate(s) of dividend as may be fixed / determined by the Board or Finance Committee or any other Committee as may be constituted for this purpose at the time of issue for each of the tenor of NCRCPS and depending upon profile / category of holder(s) of NCRCPS; (ii) NCRCPS shall be non-participating in the surplus funds; (iii) NCRCPS shall be non-participating in the surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company; (iv) Holders of NCRCPS shall be paid dividend on a cumulative basis; (v) NCRCPS shall not be convertible into equity shares; (vi) NCRCPS shall carry voting rights as per the provisions of Section 47(2) of the Act; (vii) NCRCPS shall be redeemable at the end of Tenor along with redemption premium equivalent to the premium on issue of NCRCPS;

Conclusion:


4


For For


Management Proposal





At the Meeting of the Board of Directors of the Company held on 16th January, 2017, the Directors had, pursuant to the provisions of Sections 42, 43, 47, 55, 62, 123, 230 and any other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, approved of an issue and offer not exceeding 4,00,000 non-convertible redeemable cumulative preference shares of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 40,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 80,00,00,000, for cash at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.

The approval of the Members of the Company is accordingly being sought by way of Special Resolution under Sections 42, 55, 62 and any other applicable provisions of the Act read with the Rules framed there under, for the issue of Offer-3 consisting of 4,00,000 NCRCPS of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 40,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 80,00,00,000, at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members.


4


For For


Management Proposal




placement basis – Offer - 4

At the Meeting of the Board of Directors of the Company held on 16th January, 2017, the Directors had, pursuant to the provisions of Sections 42, 43, 47, 55, 62, 123, 230 and any other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, approved of an issue and offer not exceeding 3,50,000 non-convertible redeemable cumulative preference shares of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 35,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 70,00,00,000, for cash at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.The approval of the Members of the Company is accordingly being sought by way of Special Resolution under Sections 42, 55 and 62 and any other applicable provisions of the Act read with the Rules framed there under, for the issue of Offer-4 consisting of 3,50,000 NCRCPS of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 35,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 70,00,00,000, at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company and to allot the NCRCPS to such person or persons, whether or not they are Member(s) of the Company.Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

4


For For


Management Proposal




placement basis – Offer - 5


The approval of the Members of the Company is accordingly being sought by way of Special Resolution under Sections 42, 55 and 62 and any other applicable provisions of the Act read with the Rules framed there under, for the issue of Offer-5 consisting of 3,00,000 NCRCPS of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 30,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 60,00,00,000, at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.


4


For For


Management Proposal






The approval of the Members of the Company is accordingly being sought by way of Special Resolution under Sections 42, 55 and 62 and any other applicable provisions of the Act read with the Rules framed there under, for the issue of Offer-6 consisting of 2,50,000 NCRCPS of face value of Rs. 1,000 each aggregating to nominal amount of not exceeding Rs. 25,00,00,000 for cash at a premium of Rs. 2,000 each aggregating to issue premium of not exceeding Rs. 50,00,00,000, at such rate of dividend as may be deemed fit by the Board or Finance Committee or any other committee as may be constituted for this purpose in view of prevailing market conditions and in the best interest of the Company, on a private placement basis, upto a period of not exceeding one year from the date of approval from the Members of the Company.Conclusion:Since the proposal is in accordance with the applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

Comments of equity research team: We recommend voting in favour of all resolutions as they are required for regular business.

4

2-Mar-17 For ForGrasim Industries Limited

Extra-ordinary General Meeting

Management Proposal

Increase in limit for investment in the equity share

capital of the Company by Registered

Foreign Portfolio Investors

including Foreign Institutional

Investors

The aggregate holdings of RFPIs and deemed RFPIs put together shall not exceed 24% of the paid-up equity share capital of the Company. However this limit may be increased up to the sectoral cap applicable to the Company which is 100% of the paid-up capital, with the approval of the Board of Directors (Board) and the shareholders of the Company by way of a special resolution.At the Extra Ordinary General Meeting of the Company held on 10th October 2016 the Shareholders of the Company have accorded their consent to the Board to permit RFPIs registered under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, as amended from time to time and the existing FIIs registered with SEBI including their sub-accounts registered with SEBI to acquire and hold on their own account and on behalf of each of their sub-accounts registered with SEBI, equity shares of the Company upto an aggregate limit of 30% (thirty per cent) of the paid-up equity share capital of the Company at the time of making such investment, provided that the individual shareholding of RFPIs/FIIs on its own account and on behalf of each of their subaccounts in the Company shall not exceed such limits as are applicable or may be prescribed, from time to time, under applicable acts, laws, rules and regulations, including any statutory modification(s) or re-enactment(s) thereof for the time being in force. As on 31st December, 2016, RFPIs’ shareholding in your Company was 21.84%. To make more space for RFPIs to invest in the equity share capital of the Company, it is proposed to increase the RFPIs (including Deemed RFPIs) investment limit up to 49% of the total paid-up equity share capital of the Company, subject to the approval of Members by way of a special resolution.


The resolution pertains to increasing the FPI/FII holding limit to 49% from 30% previously. We recommend voting in favour of the resolution.

Conclusion:


4

4-Mar-17 GAIL(India) Li Postal Ballot For For

5-Mar-17 Postal Ballot For For

Management Proposal

Issue of Bonus shares by way of capitalization of

reserve

The present authorized share capital is Rs.2,000 crores out of which share capital of Rs.1,268.48 crores is paid-up. As on 31st March, 2016, the free reserves were Rs. 29,045 crores.

To capitalize a portion of reserves, your Board in its 366th meeting held on 25.01.2017, recommended issue of Bonus Shares in proportion of one share for every three existing equity shares held by the members on Record Date/Book Closure to be fixed later on in this behalf by capitalizing a sum of Rs. 422,82,58,000/- from free reserves as per audited accounts of the Company for the financial year ended 31st March, 2016 and the same is proposed to be applied in full at par by issuing at par 42,28,25,800 equity shares of Rs.10/- each.


The resolution is with respect to issue of bonus shares by capitalizing reserves. We recommend voting in favour of the resolution.

Conclusion:



Management Proposal

Approval for sub- division of one

equity share of Rs 10 each into 10 equity shares of

Rs 1 each

With a view to encourage the participation of small investors by making equity shares of the company affordable, the Board of Directors of the company at its meeting held on January 27, 2017 considered and approved the sub-division of one equity share of the company having a face value of Rs 10/- each into 10 equity shares of face value of Rs 1/- each subject to approval of the members and any other statutory and regulatory approvals, as applicable.

Presently, the authorised share capital of the company is Rs 2,500,000,000 divided into 250,000,000 Equity Shares Rs 10/- each and the paid-up share capital of the Company is Rs 223, 36,27,930 divided into 22,33,62,793 equity shares of Rs 10/- each fully paid-up. There will not be any change in the amount of authorized and paid-up share capital, but the number of shares will change to 2,500,000,000 and 2,233,627,930 equity shares in the authorised and paid-up share capital of the company respectively.

The sub-division as aforesaid would require consequential amendments to the existing Clause V of the Memorandum of Association of the Company on the terms set out in Item No. 2 of the Notice to reflect the change in face value of each equity share of the company from existing Rs 10/- each to proposed Rs 1 each.Comments of equity research team:

The resolution pertains to sub division of one equity share of Rs. 10 each into 10 equity shares of Re. 1 each and alteration of the capital clause in the MOA of the company. We recommend voting in favour of the resolution.

Conclusion:


4

5-Mar-17 Postal Ballot

For For



Management Proposal

With a view to encourage the participation of small investors by making equity shares of the company affordable, the Board of Directors of the company at its meeting held on January 27, 2017 considered and approved the sub-division of one equity share of the company having a face value of Rs 10/- each into 10 equity shares of face value of Rs 1/- each subject to approval of the members and any other statutory and regulatory approvals, as applicable.

Presently, the authorised share capital of the company is Rs 2,500,000,000 divided into 250,000,000 Equity Shares Rs 10/- each and the paid-up share capital of the Company is Rs 223, 36,27,930 divided into 22,33,62,793 equity shares of Rs 10/- each fully paid-up. There will not be any change in the amount of authorized and paid-up share capital, but the number of shares will change to 2,500,000,000 and 2,233,627,930 equity shares in the authorised and paid-up share capital of the company respectively.

The sub-division as aforesaid would require consequential amendments to the existing Clause V of the Memorandum of Association of the Company on the terms set out in Item No. 2 of the Notice to reflect the change in face value of each equity share of the company from existing Rs 10/- each to proposed Rs 1 each.Comments of equity research team:

The resolution pertains to sub division of one equity share of Rs. 10 each into 10 equity shares of Re. 1 each and alteration of the capital clause in the MOA of the company. We recommend voting in favour of the resolution.

Conclusion:


Approval for alteration of the capital clause in

the memorandum of association of

the company

Housing Development Finance Corporation Limited

Management Proposal

Increase in the Authorised Share

Capital and amendments to

the Capital Clause of the

Memorandum of Association of

Housing Development

Finance Corporation

Limited.

In order to retain the existing employees and also to attract and retain the best talent, the Corporation proposes to grant stock options to its present and future permanent employees and directors under ESOS – 2017 in terms of this resolution and in accordance with the relevant provisions of the Companies Act, 2013, the rules framed there under, SEBI ESOP Regulations and other laws as applicable. The ESOS – 2017 shall be implemented and administered directly by the Corporation by way of new issue of shares.

The total number of options to be granted under ESOS–2017 shall not exceed 4,98,51,524 options representing 4,98,51,524 equity shares of Rs 2 each of the Corporation plus the number of options that the Board may decide to grant under ESOS-2017 out of the lapsed options, if any, under the earlier employees stock option scheme(s) together with options that are yet to be granted under the earlier employees stock option scheme(s) or such adjusted numbers for any bonus, stock splits or consolidation or other re-organisation of the capital structure of the Corporation as may be applicable, from time to time. Each of the said options upon exercise shall be entitled for allotment of one equity share of Rs 2 each of the Corporation or such adjusted numbers for any bonus, stock splits or consolidation or other reorganization of the capital structure of the Corporation as may be applicable, from time to time.

The authorised share capital of the Corporation, at present, is Rs 340 crore consisting of 170,00,00,000 equity shares of face value of Rs 2 each. At present the paid-up share capital of the Corporation is Rs 317 crore. The conversion of the said stock options by the employees of the Corporation, if issued, into equity shares of the Corporation along with the conversion of the Warrants issued by the Corporation, would increase the paid-up share capital of the Corporation beyond the existing authorised share capital and therefore it needs to be increased to accommodate the said conversion.

The proposed increase in the authorised share capital of the Corporation to Rs 350 crore, consisting of 175,00,00,000 equity shares of face value of Rs 2 each and the corresponding changes in the Memorandum of Association, require the approval of the Members of the Corporation.

Conclusion:


4


For For

Housing Development Finance Corporation Limited

In order to retain the existing employees and also to attract and retain the best talent, the Corporation proposes to grant stock options to its present and future permanent employees and directors under ESOS – 2017 in terms of this resolution and in accordance with the relevant provisions of the Companies Act, 2013, the rules framed there under, SEBI ESOP Regulations and other laws as applicable. The ESOS – 2017 shall be implemented and administered directly by the Corporation by way of new issue of shares.

The total number of options to be granted under ESOS–2017 shall not exceed 4,98,51,524 options representing 4,98,51,524 equity shares of Rs 2 each of the Corporation plus the number of options that the Board may decide to grant under ESOS-2017 out of the lapsed options, if any, under the earlier employees stock option scheme(s) together with options that are yet to be granted under the earlier employees stock option scheme(s) or such adjusted numbers for any bonus, stock splits or consolidation or other re-organisation of the capital structure of the Corporation as may be applicable, from time to time. Each of the said options upon exercise shall be entitled for allotment of one equity share of Rs 2 each of the Corporation or such adjusted numbers for any bonus, stock splits or consolidation or other reorganization of the capital structure of the Corporation as may be applicable, from time to time.

The authorised share capital of the Corporation, at present, is Rs 340 crore consisting of 170,00,00,000 equity shares of face value of Rs 2 each. At present the paid-up share capital of the Corporation is Rs 317 crore. The conversion of the said stock options by the employees of the Corporation, if issued, into equity shares of the Corporation along with the conversion of the Warrants issued by the Corporation, would increase the paid-up share capital of the Corporation beyond the existing authorised share capital and therefore it needs to be increased to accommodate the said conversion.

The proposed increase in the authorised share capital of the Corporation to Rs 350 crore, consisting of 175,00,00,000 equity shares of face value of Rs 2 each and the corresponding changes in the Memorandum of Association, require the approval of the Members of the Corporation.

Conclusion:


Management Proposal

Approval for issuance of equity

shares under Employees StockOption Scheme –

2017 to the employees and

directors of Housing

Development Finance

Corporation Limited.

4

13-Mar-17 For ForLarsen and Toubro Limited


Management Proposal

Scheme of Arrangement

between Larsen & Toubro Limited (the Transferor

Company/ Demerged

Company) and L & T Valves Limited (the Transferee Company / Resulting

Company) and their respective

Shareholders and Creditors

Details of transferor company: Larsen & Toubro Limited (transferor company) is a public limited company and was incorporated on February 7, 1946 under the Companies Act, 1913.The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The same are briefly set out hereunder:a. To acquire and take over as a going concern the business of engineers, manufactures, merchants and agents now carried on at Bombay and elsewhere in India under the Style of firm or Larsen & Toubro and all or any of the assets and liabilities of that business in connection therewith, and with a view thereto to enter into the agreement referred to in Clause 3 of the Company’s Articles of Association, and to carry the same into effect with or without modification.b. To carry on business as civil, mechanical, electrical, chemical and agricultural engineers, as manufacturers, and as importers and exporters, commission agents (and merchants and as agents for ship and ship-owners and as agents) for foreign manufactures and merchants.c. To obtain exploit sole or other agencies for, and sell, buy and deal in all kind of machinery, tools, implements and equipment, tractors, bulldozers, engines, locomotives, wagons, rolling stock, motor and steam vehicles, conveyances, of all kinds, bicycles, refrigerating and air conditioning plants, and to repair and maintain the same, whether belonging to this Company or not.d. To carry on business of punching and programming services termed ‘software’ by methods of system analysis or other similar methods and by the use and employment of computer and other electronic devices involving technical data compilation and processing and sale thereof in India or elsewhere.e. To carry on in India or elsewhere anywhere any other engineering and/or contracting business, and in particular to arrange, procure, give on hire or loan for consideration or otherwise, the services of skilled and unskilled personnel for construction services.

The transferor company is primarily engaged in engineering, construction and manufacturing.

The capital structure of the transferor company as on March 31, 2016 is as under:

4



Management Proposal



Company/ Demerged




Particulars Rupees

Authorized Share Capital1,625,000,000 Equity Shares of Rs. 2/- each 3,250,000,000Total 3,250,000,000Issued, Subscribed and Paid-up Share Capital931,478,845 Equity Shares of Rs. 2/- each 1,862,957,690Total 1,862,957,690 The following changes have been made to the capital structure after March 31, 2016. Issue of Equity Shares under Employee Stock Option Schemes-1,486,958 Equity Shares of Rs. 2 each aggregating to Rs. 2,973,916/-. The present issued, subscribed and paid up share capital of the Company is 932,965,803 equity shares of Rs. 2 each.

Details of Transferee Company: L & T Valves Limited (the transferee Company is a public limited company and was incorporated on November 23, 1961 under the provisions of the Companies Act, 1956 in the name of Audco India Limited. On April 18, 2013, the Transferee Company, with the approval of the Central Government, changed its name to L & T Valves Limited.

The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The same are briefly set out hereunder:(a) To carry on all or any of the business of importers, exporters, manufacturers of and dealers in lubricated plug valves, plug cocks and all other types of valves and cocks and all other apparatus used in engineering including chemical and petroleum engineering;

4



Management Proposal



Company/ Demerged




(b) To carry on all or any of the business as electrical and mechanical engineers or consultants and manufacturers of machinery, tool-makers, pattern makers, iron-founders, metal-workers, valve manufacturers, cock-makers, mill wrights, machinists, iron and steel makers and converters, smiths metallurgists, water-supply engineers, gas-makers, carriers and merchants, and to buy, sell, manufacture and repair, convert, alter, let on hire, and deal in machinery, implements, apparatus and hardware of all kinds.

The capital structure of the transferee company as on March 31, 2016 is as under:Particulars AmountAuthorized Share Capital75,00,000 Equity Shares of Rs. 100/- each 75,00,00,000Total 75,00,00,000Issued, Subscribed and Paid-up Share Capital18,00,000 Equity Shares of Rs. 100/- each 18,00,00,000Total 18,00,00,000 RATIONALE AND BENEFITS :The demerger and vesting of the Coimbatore undertaking of the transferor company to the transferee company pursuant to this Scheme shall, inter alia, result in following benefits:(a) in case of the transferor company, helping the transferor company in creation of value for the shareholders of the transferor company. (b) In case of the transferee company:i. creating value by acquiring additional facilities; andii. availability of increased resources and assets which can be utilized to enhance and grow the business of the transferee company.

Comments of equity research team:The resolution pertain to demerging of the company’s Coimbatore unit to a subsidiary, L&T Valves, for a consideration of Rs. 43 crores. We recommend voting in favour of the resolution.


4

14-Mar-17 MRF Limited For ForExtra-ordinary General Meeting

Management Proposal

Issue of Secured / Unsecured

Redeemable Non Convertible

debentures for an amount not

exceeding Rs.500 crores on a

private placement basis.

The Board of Directors of the Company at its Meeting held on 3rd February, 2017 has approved the proposal to issue Non- Convertible Debentures for a sum not exceeding Rs. 500 crores in one or more series / tranches on a private placement basis, inter alia, to augment the long term finance for future capital expenditure on such terms and conditions as may be determined by the Board. The above issue of Rs. 500 crores will be within the borrowing limits prescribed under Section 180 of the Companies Act, 2013.

As per the provisions of Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company shall not make a private placement of its securities unless the proposed offer of securities or invitation to subscribe to the securities has been previously approved by the shareholders of the Company by way of a Special Resolution. The Special Resolution shall be valid for a period of one year from the date of passing of the resolution.

Approval of the shareholders is therefore sought for the proposed issue of Non- Convertible Debentures on a private placement basis, in one or more series/ tranches, during a period of one year from the date of passing of the resolution, within the overall borrowing limits of the Company and for authorising the Board to issue Non- Convertible Debentures, on the terms and conditions as may be deemed appropriate by it.


We recommend voting in favour of issuing NCDs as it is required in the normal course of business.


4

14-Mar-17 Postal Ballot For ForBharti Airtel Limited

Management Proposal

Issue of unsecured /

secured redeemable Non-

Convertible Debentures /

Bonds by way of Private Placement

The Board of Directors of the Company in its meeting held on January 24, 2017 has, subject to the approval of members, proposed to issue on a private placement basis secured and/or unsecured, listed and/or unlisted redeemable Non- Convertible Debentures (“NCDs”) in one or more tranches and on such terms and conditions and at such price(s) in compliance with the regulatory requirements, if any, and as may be finalized by the Board. The outstanding under these NCDs shall at all times be within the overall borrowing limit under Section 180(1)(c) of the Companies Act, 2013 and be subject to a cap of Rs. 10,000 crores. The funds raised through private placement of NCDs shall be utilized towards capital expenditure and long term working capital requirements of the Company, refinancing of existing borrowings and for such other corporate purposes as may be permitted under the applicable laws.

Comments of equity research team:We recommend voting in favour.


4


For For


Management Proposal

Transfer of the Company’s

investment in its wholly-owned

subsidiary, Bharti Airtel

International (Mauritius)

Limited (“BAIM”),

Mauritius to Network i2i

Limited, Mauritius,

another wholly-owned subsidiary

At present, Bharti Airtel Limited holds 100% shareholding, whether directly or through its intermediary subsidiaries in various overseas subsidiaries such as Bharti Airtel International (Mauritius) Limited, Mauritius, Network i2i Limited, Mauritius, Bharti Airtel Limited, Hong Kong, Bharti Airtel Limited, USA, Bharti International Pte. Ltd., Singapore, Bharti Airtel International B.V., Netherlands and Bharti Airtel Limited, UK etc. In order to simplify the overseas holding structure, the Board of Directors in its meeting held on February 07, 2017, on the recommendation of the Audit & Risk Management Committee, approved the proposal to consolidate the overseas investments of the Company under ‘One Global Entity’ i.e. Ni2i. , a wholly-owned subsidiary of the Company.

To implement the above: (i) the Company’s investments in its wholly-owned subsidiaries BAIM, BAIN and BISPL is proposed to be transferred to Ni2i, another wholly-owned subsidiary of the Company (ii) BAIN will hold the shareholding in Africa operating companies as currently held and; (iii) the Company’s investments in its wholly-owned subsidiaries Bharti Airtel (USA) Limited, Bharti Airtel (Hong Kong) Limited and Bharti Airtel (UK) Limited will be held entirely by BISPL, another wholly-owned subsidiary of the Company. Further, the present investment of BAIM in BISPL & BAIN and investment of BISPL in BAIN shall also be transferred to Ni2i. The aforesaid restructuring shall be subject to all regulatory approvals as may be required.Comments of equity research team:The resolution pertains to transfer of the Company’s investment in its wholly-owned subsidiary, Bharti Airtel International (Mauritius) Limited (“BAIM”), Mauritius to Network i2i Limited, Mauritius, another wholly-owned subsidiary. We recommend voting in favour.Conclusion:Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team, we may vote in favour of the same.

4

16-Mar-17 ITC Limited Postal Ballot For ForManagement Proposal

Alteration of the Objects Clause of the Memorandum of Association of the Company to

include ‘Healthcare’.

In the context of the Company’s vision to sub-serve national priorities which has driven the Company’s operations, diversification initiatives and CSR policies and practices, the Board of Directors of your Company have recommended exploring and entering the area of Healthcare in India, inter alia, by way of setting up state of the art world class multi speciality hospitals.

Such initiative would leverage the Company’s repertoire of knowledge and experience in the hospitality and tourism sector and can be utilised for supporting ‘medical tourism’ for the country using the multi speciality world class facilities. The Board of the company believes that world class medical facilities providing patient-centric best practices that would be valued and trusted by the society will drive reform in Healthcare in India.


4

17-Mar-17 Postal Ballot For ForDewan Housing Finance Corporation Limited

Management Proposal

Approval for entering into Related Party

Transaction with Wadhawan

Global Capital Private Limited

(“WGC”), aPromoter Entity

and DHFL Investments

Limited (“WOS”), a

Wholly Owned Subsidiary of the

Company.

Name of the related party(ies):

Below are the names of the related party(ies):

(i) DHFL Investments Limited (“WOS”) – A Wholly Owned Subsidiary of the Company.

(ii) Wadhawan Global Capital Private Limited (“WGC”) – An entity forming part of the promoter group of the Company.

Nature, material terms, monetary value and particulars of the contract or arrangement;

(i) The Company acquired 50% of the equity share capital of DHFL Pramerica Life Insurance Company Limited (erstwhile DLF Pramerica Life Insurance Company Limited) (“DPLI”) from DLF Limited in December, 2013, and entered into a joint venture with Prudential International Insurance Holdings Limited (“Prudential”). Prudential currently holds 49% of the paid up equity share capital of DPLI and the balance 1% is held by Yardstick Developers Private Limited.(ii) The Company’s investment in DPLI (including the original cost of acquisition) is approximately Rs. 31,06,89,296.

In order to unlock the value of the Company’s investment in DPLI, the Company proposes to transfer its entire shareholding in DPLI to WOS by way of a share purchase agreement (“SPA”) at fair market value to be determined by an internationally reputed actuarial consultants. The preliminary range of the fair market value of the shares proposed to be transferred, as provided by the actuarial consultants, is between Rs. 1690 crores and Rs. 2020 crores. The Company’s management is of the opinion that the fair market value should be within this range. The additional capital so raised by the Company will be deployed towards expansion of the Company’s core business and/ or prepayment of its high cost borrowings.

(

iii) In order to fund such acquisition (over and above the equity contribution received from DHFL), WOS will issue CCDs to WGC. The CCDs would convert into equity shares of WOS after the expiry of 100 months from the date on which the CCDs are issued, in accordance with their terms. WGC would, post conversion of the CCDs, own a majority of the issued and paid-up share capital of WOS.

Comments of equity research team: We recommend voting in favour of the resolution.

Conclusion:


4

22-Mar-17 SKF India Limi Postal Ballot For ForManagement Proposal


shares

With an objective of enhancing overall shareholder value, optimizing returns to shareholders and optimizing the capital structure of the Company through return of surplus cash, the Board of the company had at its meeting held on February 13, 2017 approved and recommended the proposal of buyback of equity shares.

Necessity for the Buyback:

Considering the current cash balance of the company , the healthy cash flows that the Company has been able to consistently generate, the future projected cash flows of the Company and the anticipated funds required for capital expenditure and working capital to meet the expected future growth of the company, the Board of the Company is of the view that the proposed Buyback will help the Company achieve the following objectives:

(a) Optimize returns to shareholders; (b) Enhance overall shareholders value and (c) Optimize the capital structure

The above objectives will be achieved by returning part of surplus cash back to shareholders through the Buyback process. This may lead to reduction in outstanding shares, improvement in earnings per share and enhanced return on invested capital. The Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations.

The objective is to return surplus cash to the members holding equity shares of the Company. The Board at its meeting held on February 13, 2017, considered the accumulated free reserves as well as the cash liquidity reflected in the audited accounts as on March 31, 2016 and considering

4

22-Mar-17 SKF India Limi Postal Ballot For ForManagement Proposal


shares

these, the Board decided to allocate a sum of Rs.3,900,000,000/- excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc. for distributing to the members holding equity shares of the company through the buyback.

After considering several factors and benefits to the members holding Equity Shares of the Company, the Board decided to recommend Buyback of not exceeding 2,600,000 Equity Shares (representing 4.93% of the total number of equity shares in the paid-up share capital of the Company) at a price of Rs.1,500/- per equity share for an aggregate consideration of Rs.3,900,000,000/-

Buyback is being undertaken, inter-alia, for the following reasons:

(i) The Buyback will help the Company to return surplus cash to its members holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to members:

(ii) The Buyback, which is being implemented through the tender offer route as prescribed under the Buyback Regulations, would involve allocation of number of shares as per their entitlement or 15% of the number of shares to be bought back whichever is higher, reserved for the small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as “small shareholder” as per Regulation 2 (1) (la) of the Buyback Regulations;

(iii) The Buyback may help in improving return on equity, by reduction in the equity base, thereby leading to long term increase in shareholders’ value;

Maximum number of securities that the company proposes to Buyback

The Company proposes to Buyback not exceeding 2,600,000 equity shares of the Company.


We recommend voting in favour of the buyback as the company doesn’t need the capital for expansion in the near future and buyback is a more tax-efficient way of returning cash to shareholders than dividend pay-out.

Conclusion:


4

22-Mar-17 Postal Ballot For ForContainer Corporation Limited

Management Proposal

To issue shares by way of

capitalization of reserves

The present authorised share capital of the company is Rs 400 crore and the paid - up share capital of the company is Rs 194.97 crore. The reserves and surplus as per the audited financial statements of the company for the financial year ended March 31, 2016 was Rs 7,910.86 crores.

The Board of Directors of the company at its meeting held on February 13, 2017 have recommended the issue of bonus shares in the proportion of 1:4 i.e. 1 new equity bonus share of Rs 10 each/- of the company for every 4 every existing equity share of Rs 10 each fully paid of the company held by the shareholders by capitalizing a sum of Rs 48,74, 35, 480/- from the reserves. The same is proposed to be applied in full by issuing at par 4,87,43,584 new equity shares of Rs 10 each as bonus share.

Consequently the paid up share capital of the company would increase to Rs 243, 71, 77,390/- consisting of 24, 37, 17,739 equity shares of Rs 10 each.

Comments of equity research team:The resolution relates to issue of bonus shares, we recommend voting in favour.

Conclusion:

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and taking into consideration the recommendation of equity research team; we may vote in favour of the same.

4

24-Mar-17 For ForJain Irrigation Systems Limited

Extra-Ordinary General Meeting

Management Proposal

Issue of Foreign Currency

Convertible Bonds (FCCBs)

upto USD 75 million to Non – Promoter entities for redemption of

FCCBs worth USD 50 million

issued in 2012/2013 and

balance USD 25 million afresh for

permitted use

Background of the issue

The company had issued Foreign Currency Convertible Bonds (FCCBs) of USD 40 million on 15th October, 2012 to International Finance Corporation among others amounting to USD 5 million each.

The company is proposing to issue FCCBs to partly repay/ refinance the existing outstanding FCCBs and partly fresh issue for permitted purpose.

Object of the issue:

The object of the issue of FCCBs are :

Completion of due payment of FCCB issued by the company in 2012 & 2013 aggregating to USD 50 million in one or more tranches and fresh issue of securities of USD 25 million.


The concerned resolution talks about issue of FCCB’s to the tune of $75mn to finance current FCCB’s ($50mn) & additional $25mn. We recommend to vote for the proposal as the debt-equity of the company is not an issue.

Conclusion:


4

29-Mar-17 ACC Limited For For

For For

For For


Management Proposal

Adoption of Audited

Standalone and Consolidated


year ended December 31, 2016 and the


Directors and the Auditors thereon

Standalone:The Company has earned total revenue of Rs 11,271.05 crore as on December 31, 2016 as compared to Rs 11,916.18 crore as on December 31, 2015.

The Company has incurred total expenses of Rs 10,419.37 crore as on December 31, 2016 as compared to Rs 10,979.04 crore as on December 31, 2015.

Net profit being Rs 602.40 crore as on December 31, 2016 as compared to Rs 591.57 crore as on December 31, 2015.

Consolidated:The Company has earned total revenue of Rs 11,274.75 crore as on December 31, 2016 as compared to Rs 11,916.94 crore as on December 31, 2015.




The Auditors Reports dated February 03, 2017 on financial statements of the Company for the year ended December 31, 2016 contains as an Annexure, the matters specified in the Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.



Management Proposal

To declare Final Dividend

We recommend voting in favour of declaration of final dividend for the financial year ended December 31, 2016.

Management Proposal

Re-appointment of Mr N S

Sekhsaria having Director

Identification Number (DIN) 00276351 as a

Non Executive / Non Independent


Shri N S Sekhsaria was first appointed on the Board w.e.f December 27, 1999. He holds the qualification of Bachelor of Chemical Engineering and has expertise in the field of Management, Marketing & Logistics, manufacturing efficiencies and sustainable development.

The Director has 100 % attendance in Board meetings and has also attended the previous Annual General Meeting. He holds directorships in 1 other public company.


4

29-Mar-17 ACC Limited

For For

For For

For For

For For


Management Proposal

Re-appointment of Mr Martin

Kriegner having Director

Identification Number (DIN) 00077715 as a

Non Executive / Non Independent


Mr Martin Kriegner was first appointed on the Board w.e.f February 11, 2016. He holds the qualification of Doctorate of Law & MBA from Austrian University and has expertise in the field of Operations, Finance and General Management.

The Director has 100 % attendance in Board meetings and has also attended the previous Annual General Meeting. He holds directorships in 1 other public company.


Management Proposal

Appointment of M/s Deloitte

Haskins and Sells LLP as Statutory Auditors of the Company for a

term of five years commencing

from the Company’s

Financial Year 2017

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s SRBC & Co., LLP, the present Auditors of the Company complete their term as Auditors, hence the company proposes to appoint M/s Deloitte Haskins and Sells LLP as Statutory Auditors of the company for a term of five years commencing from the Company’s Financial year 2017.


Management Proposal

Appointment of Mr Neeraj

Akhoury having Director

Identification Number (DIN) 07419090 as a Director of the

Company

Shri Neeraj Akhoury was appointed on the Board as an Additional Director and as MD&CEO (Designate) w.e.f December 16, 2016. He holds the qualification of Economics; General Manager Management Programme – XLRI Jamshedpur. He has expertise in core sector industries of steel & cement. The period of appointment is five years from February 04, 2017.

The remuneration proposed is Basic Salary of Rs 12,50,000/- per month in the grade Rs 11,00,000 - Rs 25,00,000, Special Allowance: Rs 8,00,000/- per month or such higher amount as the Board of Directors along with other perquisites.

The Director holds directorship in 1 other company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the voting policy of our company, we may vote in favour of the same.Management

ProposalAppointment of

Mr Neeraj Akhoury having

Director Identification

Number (DIN) 07419090 as the

Managing Director & Chief

4

29-Mar-17 ACC Limited

For For

30-Mar-17 UPL Limited For For


Management Proposal

To ratify the payment of

remuneration to Messrs. D C Dave

& Co., Cost Auditor

The company proposes to ratify the appointment of Messrs. D C Dave & Co., Cost Accountants, having Firm Registration No. 000611, as Cost Auditors of the Company for conducting the audit of the cost records of the Company for the Financial Year ending December 31, 2017 at a remuneration of Rs 11.00 lakhs.



Management Proposal

Approval of UPL Limited -

Employees Stock Option Plan 2017

(ESOP 2017)

Pursuant to provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, (SEBI (SBEB) Regulations), the Company seeks members, approval in respect of ESOP 2017 and grant of options to the eligible employees/ Directors of the Company and that of its Subsidiary Company(ies) as decided by the Nomination and Remuneration Committee from time to time in due compliance of the SEBI (SBEB) Regulations.The main features of the ESOP 2017 as proposed by the company is as under:1. Brief Description of the Scheme(s): This proposed Scheme called the UPL Limited – Employees Stock Option Plan 2017 (ESOP 2017) is intended to reward the Eligible Employees of the Company and its Subsidiary Company(ies) in India and abroad, for their performance and to motivate them to contribute to the growth and profitability of the Company. Your Company also intends to use this Scheme to retain talent in the organization as it views options as instruments that would enable the Employees to share the value they create for the Company and align individual objectives of employees with objectives of the Company in the years to come. The Company in terms of the said Regulations contemplates to enable the implementation of ESOP 2017 by dealing in/acquiring Equity Shares directly from the Company (“Primary Shares”).2. Total number of options to be granted: Such number of options would be available for grant to the eligible employees of the Company and eligible employees of the Subsidiary Company(ies) under ESOP 2017, in one or more tranches exercisable into not exceeding more than 25,00,000 (Twenty Five Lacs) Equity Shares in the Company of face value of Rs 2/- each fully paid-up.

Vested options lapsed due to non-exercise and/or unvested options that get cancelled due to resignation/ termination of the employees or otherwise, would be available for being re-granted at a future date. The Board is authorized to re-grant such lapsed / cancelled options as per the provisions of ESOP 2017, within overall ceiling.


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30-Mar-17 UPL Limited

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31-Mar-17 Infosys Limited Postal Ballot For For


Management Proposal

Pursuant to provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, (SEBI (SBEB) Regulations), the Company seeks members, approval in respect of ESOP 2017 and grant of options to the eligible employees/ Directors of the Company and that of its Subsidiary Company(ies) as decided by the Nomination and Remuneration Committee from time to time in due compliance of the SEBI (SBEB) Regulations.The main features of the ESOP 2017 as proposed by the company is as under:1. Brief Description of the Scheme(s): This proposed Scheme called the UPL Limited – Employees Stock Option Plan 2017 (ESOP 2017) is intended to reward the Eligible Employees of the Company and its Subsidiary Company(ies) in India and abroad, for their performance and to motivate them to contribute to the growth and profitability of the Company. Your Company also intends to use this Scheme to retain talent in the organization as it views options as instruments that would enable the Employees to share the value they create for the Company and align individual objectives of employees with objectives of the Company in the years to come. The Company in terms of the said Regulations contemplates to enable the implementation of ESOP 2017 by dealing in/acquiring Equity Shares directly from the Company (“Primary Shares”).2. Total number of options to be granted: Such number of options would be available for grant to the eligible employees of the Company and eligible employees of the Subsidiary Company(ies) under ESOP 2017, in one or more tranches exercisable into not exceeding more than 25,00,000 (Twenty Five Lacs) Equity Shares in the Company of face value of Rs 2/- each fully paid-up.

Vested options lapsed due to non-exercise and/or unvested options that get cancelled due to resignation/ termination of the employees or otherwise, would be available for being re-granted at a future date. The Board is authorized to re-grant such lapsed / cancelled options as per the provisions of ESOP 2017, within overall ceiling.


Grant of options to the employees of the Subsidiary Company (ies) of

the Company under Employees Stock Option Plan

2017 (ESOP 2017)

Management Proposal

Revision in compensation of U B Pravin Rao, Chief Operating Officer & Whole – time Director

Pursuant to the authority granted to the Board of the company in the relevant resolution passed at the Annual General Meeting held on June 14, 2014 and on the recommendation of the Committee, the Board approved the amendments to the existing compensation structure through its resolutions dated October 14, 2016 and February 23, 2017.

The revised compensation approved by the Board has not been made effective pending shareholder’s approval.

The revision in remuneration is as under:

Fixed Salary : Rs 4,62,50,000Variable pay: Rs 3,87, 50,000Performance based stock – compensation – Rs 4,00,00,000 by way of 27,250 Restricted Stock Units and 43,000 Stock Options

Since the proposal is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard, we may vote in favour of the same

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31-Mar-17 Infosys Limited Postal Ballot

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Management Proposal

Appointment of D N Prahlad as Independent

Director

Shri D N Prahlad, was appointed as an Independent Director with effect from October 14, 2016.

Shri Prahlad is the founder and CEO of Surya Software Systems Private Limited. He has expertise in the specific functional area of developing technology products and software, computer science and automation.

The number of Meetings of the Board attended during the year: Since the Director is appointed during the financial under review, his attendance in Board Meetings cannot be taken into consideration.

Membership/ Chairmanship of Committees of Other Boards: He does not hold directorship in any other company.

Since the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and other applicable provisions in this regard and the voting policy of our company, we may vote in favour of the same.

Management Proposal

To adopt new Articles of

Association in conformity with the Companies

Act, 2013

In order to bring the AoA in line with the provisions of the Companies Act, 2013, the company proposes numerous changes in the AoA of the company.

Since the proposal is to align the existing AoA of the company in conformity with the provisions of the Companies Act, 2013 and is in accordance with other applicable provisions in this regard, we may vote in favour of the same.

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31-Mar-17 For ForAmbuja Cements Limited


Management Proposal


adopt:(a) the Audited



ended 31st December, 2016, together with the

Reports of theDirectors and the Auditors thereon;

and

The Company has earned total revenue of Rs 9,844.05 crore as on December 31, 2016 as compared to Rs 9,819.59 crore as on December 31, 2015.




The Auditors Reports dated February 20, 2017 on financial statements of the Company for the year ended December 31, 2016 contains as an Annexure, the matters specified in the Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.In accordance with section 2(41) of the Companies Act, 2013, the Company must within a period of 2 years from the commencement of the Companies Act, 2013, align its financial year according to the said provisions provided for in this regard.


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Management Proposal



ended 31st December, 2016and the Report of


The Company has earned total revenue of Rs 20,861.97 crore as on December 31, 2016 as compared to Rs 9,834.56 crore as on December 31, 2015.


Net profit being Rs 1,121.13 crore as on December 31, 2016 as compared to Rs 807.88 crore as on December 31, 2015.


The Auditors Reports dated February 20, 2017 on financial statements of the Company for the year ended December 31, 2016 contains as an Annexure, the matters specified in the Companies (Auditor's Report) Order, 2015 (hereinafter referred to as "CARO 2015"). The same does not contain any qualification, reservation or adverse remark.



Management Proposal

To declare Dividend on

equity shares for the Financial

Year ended 31st

We recommend voting in favour of declaration of dividend on equity shares for the financial year ended December 31, 2016.

Management Proposal


of Mr. B.L. Taparia (DIN:



Shri Taparia was appointed on the Board w.e.f September 01, 2012. He holds the qualification of B.Com, L.L.B, F.C.S. He has expertise in the specific functional area of Corporate Law and other Legal fields, Accounts, Finance and Corporate Management.


The Director has 100% attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in one other public company.


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Management Proposal


of Mr. Ajay Kapur (DIN:


and being eligible, offers


Shri Ajay Kapur was first appointed on the Board w.e.f July 25, 2013. He holds the qualification of Bachelors in Economics, MBA in Marketing and Advanced Management Programme, Wharton Business School.

He has expertise in the specific functional area of Health & Safety, Business Strategy, Manufacturing Excellence, Marketing & Sales, Corporate Communications, Logistics & Supply Chain, Human Resources Management and Sustainability.


The Director has 100 % attendance in Board Meetings and has also attended the previous Annual General Meeting. He holds directorship in 2 other companies.


Management Proposal

Appointment of Statutory Auditors

The present Auditors were last re - appointed by the Members at their Thirty Third Annual General Meeting held on April 14, 2016 to hold the Office from the conclusion of the Thirty Third Annual General Meeting till the conclusion ofthis Thirty Fourth Annual General Meeting.

As per the provisions of the Companies Act, 2013, no listed company shall appoint an audit firm (including its affiliate firms) as auditors for more than two terms of five consecutive years.

The Act also provided for additional transition period of three years from the commencement of the Act i.e. 1st April, 2014. M/s SRBC & Co. LLP (alongwith its network Firms) have completed period of ten years and will also be completing the additional transition period of three years at the conclusion ofthe forthcoming Annual General Meeting.

It is proposed to appoint M/s Deloitte Haskins & Sells, Chartered Accountant,Membership No. 117366W/W-100018, Mumbai as the Company’s new Statutory Auditor. Since the proposal is in accordance with the applicable provisions in this regard, we may vote in favour of the same.

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31-Mar-17

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Management Proposal


the Cost Auditors

M/s. P.M. Nanabhoy & Co., Cost Accountants as the Cost Auditor of the Company for the financial year 2017 at a remuneration of Rs 7,00,000/- per annum plus reimbursement of all out of pocket expenses incurred, if any, in connection with the cost audit.


Management Proposal

Alteration of Article 149 (2) of

the Articles of Association of the

Company

Article 149(1) of the Articles of Association of the Company provides for the appointment of the Managing Director for the fixed term not exceeding five years. At the same time Article 149 (2) of the Articles provides that the Managing Director shall be liable to retire by rotation.Section 196 of the Companies Act, 2013 also provides for the appointment of the Managing Director for the fixed term not exceeding five years.

Since the Managing Director is appointed for the fixed term and his appointment is contractual in nature, it is now proposed to alter the existing Article 149(2) of the Articles of Association to include the office of the Managing Director as notliable to retire by rotation.



F.Y. Quarter (s) Break-up of Vote decisionFor Against Abstained

1 129 129 0 02 983 982 1 03 29 29 0 04 68 68 0 0

Total 1209 1208 1 0


Management Proposal

Private placement of debentures

upto Rs 7500 cr during the period

from April 1, 2017 to March

31, 2018

The aggregate borrowings of the company as on December 31st, 2016 are Rs 13935.89 cr of which borrowings through NCDs, including subordinated debentures, comprise Rs 7050.79 cr.

It is proposed to offer or invite subscriptions including subordinated debentures, bonds and/or other debt securities, on a private placement basis, in one or more tranches, during the period from 1st April, 2017 to 31st March, 2018 for a sum not exceeding Rs 7500 cr with authority to the Board to determine the terms and conditions, including the issue price of the NCDs, interest rate, tenor, repayment, security or otherwise and listing, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith or incidental thereto as the Board in its absolute discretion may deem fit.


The resolution pertains to issue of non - convertible debentures during the period from April 1, 2017 to March 31, 2018, for a sum not exceeding Rs. 7500 crores. We recommend voting in favour of the resolution as such capital will be used to grow the business of the company.

Conclusion:


Total no. of resolutions

2016- 2017

[xls] of votes cast... · web viewchange of place of keeping and inspection of register and index...

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