[XLS] Tracker Jul... · Web view- Appointment of Dr. Ajay Dua as director of the company - Re-appointment of Mr. Sunil Duggal as wholetime director - revision in remuneration of Mr.

Report of exercise of Voting Rights: APRIL 2013

Page 1 of 87

Company Name Proposal's description Reason Scheme nameDate of meeting Type of meeting

(AGM/EGM/ POSTAL BALLOT)

Proposal by Management

or Shareholder

Investee company’s

Management recommendation

Vote (For/ Against/ Abstain)

VOTE TRACKER: JULY TO SEPTEMBER 2015

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Sr. No. Company Name Proposal's description

1 30 April 2015 Postal Ballot Management For For

2 22 May 2015 Postal Ballot Management For For

Management (2) Increase in borrowing limits of the company For For

Management For For

Management For For

3 09 June 2015 Postal Ballot Management For For

4 25 June 2015 Postal Ballot Management For For

5 03 July 2015 Asian Paints Limited AGM Management For For

Management (2) Declaration of final dividend on equity shares For For

Date of meeting Type of meeting

(AGM/EGM/ Postal Ballot)

Proposal by Management or

Shareholder

Investee company’s

Management recommendation

Vote (For/ Against/ Abstain)

Reason

Shriram Transport Finance Company

Limited

(1) Creation of Security in connection with borrowings

For growth purpose the company will need funds by way of borrowings and borrowings will require creation of charge or security.

Sanghvi Movers Limited

(1) Creation of charge / encumbrance on assets of the company

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company. Additionally, the resolution for creation of charge relates to already borrowed debt, in addition to the debt that is proposed to be raised.

Sanghvi Movers’ shareholders had approved a borrowing limit of Rs 10 bn in June 2008. The company is presenting this resolution to shareholders once again in order to ensure compliance with the Companies Act 2013.

(3) Adoption of new Memorandum of Association of the Company

Several regulations in the existing Memorandum of Association (MoA) contain references to specific sections of the Companies Act, 1956 and some regulations in the existing MoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing MoA by an entirely new set of regulations set out under the Companies Act 2013.

(4) Adoption of new Articles of Association of Company

Several regulations in the existing Articles of Association (AoA) contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing AoA by an entirely new set of regulations set out under the Companies Act 2013.

Texmaco Rail & Engineering Limited

(1) Scheme of Amalgamation between Kalindee Rail Nirman (Engineers) Limited and Texmaco Rail & Engineering Limited and their respective Shareholders and Creditors.

Inorganic expansion. As per information made available by the company

IndusInd Bank Limited

(1) Allotment of equity shares on preferential basis to IndusInd International Holdings Ltd. and its subsidiary viz., IndusInd Ltd., Promoters of the Bank.

The proceeds will augment long term capital requirements of the bank and enhance the capital adequacy ratio.

(1) Adoption of audited Financial Statements including audited consolidated Statement of the company

As accounts are audited by the external statutory auditors and no qualifications are raised by them

As the dividend are paid out of profits of the company


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5 03 July 2015 Asian Paints Limited AGM

Management For For

Management For For

Management For For

Management For For

Management For For

6 03 July 2015 AGM Management For For

Management (2) Declaration of dividend For For

Management For For

Management For For

Management For For

Management For For

Management For For

7 04 July 2015 State Bank Of India AGM Management For For As there is no qualification from Auditors.

8 10 July 2015 PVR Limited EGM Management For For

Management For For

Management For For

Management For For

Management For For

(3) Re-appointment of Shri Ashwin Choksi as Director of the company

As per information and explanation provided by the company

(4) Re-appointment of Shri Ashwin Dani as Director of the company


(5) Appointment of M/s B S R & Co. LLP, Chartered Accountants as the Statutory Auditor of the company


(6) Appointment of Shri Abhay Vakil as a Non-Executive Director of the company.


(7) Ratification of remuneration payable to M/s RA & Co., Cost Accountants Cost Auditor of the company


Kansai Nerolac Paints Limited

(1) Adoption of Financial Statements of the Company including audited Balance Sheet and Statement of Profit and Loss and the Reports of the Directors and the Auditors thereon


Company has enough cash to pay dividends post the capex requirements

(3) Appointment of a director in place of Mr. P.D. Chaudhari who retires by rotation and being eligible, offers himself for re-appointment.


(4) Appointment of a director in place of Mr. M. Tankha who retires by rotation and being eligible, offers himself for re-appointment.


(5) Appointment of BSR and Co. LLP, as the Statutory Auditors of the Company


(6) Appointment of Mr. Hidenori Furukawa as a Director of the Company


(7) Appointment of Mr. Shinji Asatsuma as a Director of the Company.


(1) Adoption of Balance Sheet and the Profit and Loss Account of the State Bank and the Auditor’s Report on the Balance Sheet and Accounts

(1) Preferential allotment of equity shares of the Company to M/s Plenty CI Fund I Limited.

As per information and explanation provided by the company enabling to complete DT Cinemas acquisition

(2) Preferential allotment of equity shares of the Company to M/s Multiples Private Equity Fund II LLP.


(3) Preferential allotment of equity shares of the Company to M/s Plenty Private Equity Fund I Limited.


(4) Payment of remuneration to Mr. Ajay Bijli, Chairman cum Managing Director of the Company.


(5) Payment of remuneration to Mr. Sanjeev Kumar, Joint Managing Director of the Company.



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8 10 July 2015 PVR Limited EGM

Management For For

9 11 July 2015 Vedanta Limited AGM Management For For

Management For For

Management For For

Management For For

Management (5) Ratification of remuneration to Statutory Auditor For For

Management For For

Management For For

10 14 July 2015 Management For For


Management For For Company has enough cash to pay dividends

Management (3) Declaration of Dividend on Equity Shares For For Company has enough cash to pay dividendsManagement For For

Management For For

Management For For

Management For For

(6) Amendment of the Articles of Association of the Company.


(1) Adoption of the Audited Standalone & Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon


(2) Declaration of final dividend and confirmation of interim dividend


(3) Appointment of a director in place of Mr. Thomas Albanese, who retires by rotation and being eligible, offers himself for reappointment.


(4) Appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors



(6) Appointment of Ms. Anuradha Dutt as an Independent Director


(7) Issue of Non-Convertible Debentures or other Debt Securities on Private Placement basis

This is an enabling resolution. The issuance of securities will be within the overall borrowing limit of the company.


Court Convened Meeting

(1) Scheme of Amalgamation between Kalindee Rail Nirman (Engineers) Limited and Texmaco Rail & Engineering Limited and their respective Shareholders and Creditors.

Inorganic expansion. As per information made available by the company

Zee Entertainment Limited

(1) Adoption of Audited Financial Statements of the Company on a standalone and consolidated basis for the financial year ended March 31, 2015 including the Balance sheet, Statement of Profit & Loss and the Reports of the Auditors and Directors thereon


(2) Confirmati+on of Dividend paid on the Preference Shares of the Company for the financial year/period ended March 31, 2015

(4) Appointment of a Director in place of Mr Ashok Kurien, who retires by rotation, and being eligible, offers himself for reappointment


(5) Re-appointment of M/s MGB & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company


(6) Re-appointment of Mr Punit Goenka as Managing Director & CEO


(7) Payment of Commission to Non-Executive Directors



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11 15 July 2015 AGM

Shareholder For For

Management For For


Management (2) Declaration of Dividend for Equity Shares For For

Management For Against

Management For For

Management For For

Management For For

Management For For


Management (2) Declaration of dividend on Equity Shares For For

Management For For

Management For For

Shareholder For For

Zee Entertainment Limited

(8) Appointment of Mr. Manish Chokhani as an Independent Director


(9) Consolidation and re-organisation of face value of Preference Shares of the Company


Siyaram Silk Mills Limited

(1) Adoption of Balance Sheet, Profit & Loss Account, Cash Flow Statement and Reports of the Board of Directors and Auditors there on

As the accounts are audited by Statutory independent auditor and the same has not raised any qualification.

As the dividend is distributed from the profits generated during the year.

(3) Appointment of a Director in place of Shri. Gaurav P. Poddar, who retires by rotation and being eligible, offers himself for re-appointment

Gaurav P Poddar (Executive Director) is 30 years old and belongs to the promoter family. He oversees sales and marketing in the company. The board composition is not in compliance with Clause 49 of the Listing Agreement which states that 50% of the directors have to be independent for a company with an executive chairman. Gaurav P Poddar’s reappointment further skews the board mix.

(4) Appointment of a Director in place of Shri. Ashok M. Jalan, who retires by rotation and being eligible, offers himself for re-appointment


(5) Ratification of appointment of M/S Jayantilal Thakkar & Co., Chartered Accountants as the Statutory Auditors and fixing their remuneration.

As auditors are required to be appointed by law and they comply with the provisions for reappointment as per the information provided by the company.

(6) Approving entering into related part transactions with M/S Balkrishna Synthetics Limited

BSL is a promoter owned company. The contract with BSL is for processing fabrics i.e. washing, dyeing, and finishing of fabrics. The transaction is in the ordinary course of business and on arm’s length basis. In FY15, Siyaram purchased goods/materials from BSL of Rs.568.4 mn (Rs.494.3 mn in FY14).

(7) Ratification of remuneration payable to Shri. Yogesh Bhuta, Proprietor of M/s . Bhuta & Associates, Cost Accountants, Cost Auditors for the financial year 2015-16

Payment to cost auditors for FY16 aggregates Rs.0.4 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

CCL Products (India) Limited

(1) Adoption of Audited Financial Statement, Reports of the Board of Directors and Auditors

As the accounts are audited by Statutory independent auditor and the same has not raised any qualification.

As the dividend is distributed from the profits generated during the year.

(3) Appointment of a director in place of Mr. B. Mohan Krishna, who retires by rotation and being eligible, offers himself for re-appointment as a Director

As per the information and explanation provided by the company.

(4) Ratification of appointment of M/s. M. Anandam & Co, Chartered Accountants as the Statutory Auditors

As auditors are required to be appointed by law and they comply with the provisions for reappointment as per the information provided by the company.

(5) Appointment of Mr. G.V. Krishna Rau as an Independent Director



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13 20 July 2015 AGM

Shareholder For For

Management For For

Management For For

Management (9) Approval of Related Party Transaction For For


Management (2) Declaration of dividend. For For Maintains Dividend policy. Healthy Cash Balances

Management For For

Management For For

Management For For

15 21 July 2015 HDFC Bank Limited AGM Management For For As there is no qualification from Auditors

Management (2) Declaration of Dividend on equity shares For For As the company has sufficient cash to pay dividend

Management For For

Management For For

Management For For

CCL Products (India) Limited

(6) Appointment of Ms. Kulsoom Noor Saifullah as Non- Executive Director


(7) Ratification of remuneration to M/s. Kapardi & Associates, Cost Auditors of the Company

This is a standard resolution under Section 148 of the Companies Act, 2013. No concern has been identified with respect to remuneration of Cost Auditors.

(8) Adoption of new Articles of Association of the Company

The new Articles of Association of the company will be in conformity with the Companies Act, 2013.

The transactions with LMZ Soluble Coffee Inc., USA, marketing collaborator, were for sale of instant coffee. The transactions were in the ordinary course of business and on arm’s length basis.

Honeywell Automation India

Limited

(1) Adoption of the Directors' Report and Audited Statement of Profit and Loss and Balance Sheet.


(3) Appointment of Mr. Anant Maheshwari as Director, who retires by rotation and is eligible for reappointment

Anant Maheshwari is the former MD of Honeywell. The company has classified him as Non-Independent and Non-Executive Director. His reappointment is in line with all statutory requirements.

(4) Appointment of M/s Deloitte Haskins & Sells LLP as the Statutory Auditor.

Honeywell proposes to appoint Deloitte Haskins and Sells as auditors for a period of five years, following the completion of a ten year tenure of the previous auditors PriceWaterHouse Coopers. This is in line with statutory requirements.

(5) Approval of Related Part transactions/arrangements with Honeywell International Inc., Ultimate Holding Company.

As per requirement, Honeywell International Inc. (HII) is Honeywell’s ultimate holding company. Honeywell generates a large percentage of its sales and profits from its business with the Honeywell group. Sales to the group accounted for approximately 28% total net sales in the 15 months ended 31 March 2015 (30% in 2013).

(1) Adoption of the audited financial statements and the reports of the Board of Directors and Auditors thereon

(3) Appointment of Director in place of Mr. Paresh Sukthankar, who retires by rotation.

As per information and explanation provided by the company. There has been no concern regarding the profile of Mr Sukthankar

(4) Appointment of Director in place of Mr. Kaizad Bharucha, who retires by rotation


(5) Re-appointment of M/s Deloitte Haskins & Sells, Chartered Accountants ad the Statutory Auditors and fixing of their remuneration

As per information and explanation provided by the company. The performance of the auditors has been fairly satisfactory.


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15 21 July 2015 HDFC Bank Limited AGM

Shareholder For For

Management (7) Increase in borrowing powers of the Bank For For

Management For For

Management For For

Management For For

Management For For

16 21 July 2015 Asian Paints Limited Postal Ballot Management For For

17 22 July 2015 AGM Management For For As there is no qualification from Auditors

Management (2) Declaration of Dividend For For As the company has sufficient cash to pay dividend

Management For For

Management For For

Management For For

Shareholder For For

Shareholder For For

Shareholder For For

(6) Appointment of Mr. Malay Patel as Independent Director of the Bank.


For growth purpose the bank will need funds which will be met through borrowings

(8) Related party transactions with HDFC Limited No major concern has been identified as Bank has made adequate disclosure with respect to the transactions. Further, Bank has disclosed that the transaction entered into /proposed to be entered into are in ordinary course of business.

(9) Re-appointment of Mr. Aditya Puri as Managing Director of the Bank.

As per information and explanation provided by the company. There has been no concern regarding the profile or reappointment of Mr Puri.

(10) Revision in the remuneration of Mr. Kaizad Bharucha-Executive Director.


(11) Approval of related party transaction with HDB Financial Services Limited

No major concern has been identified as Company has made adequate disclosure with respect to the transactions. Further Bank has disclosed that the transaction entered into and proposed to be entered into with the subsidiary of the Bank during FY 2015-16 are in ordinary course of business.

(1) Adoption of new set of Articles Of Association of company


Karur Vysya Bank Limited

(1) Adoption of the audited Balance Sheet and Profit & Loss Account for the year ended March 31,2015 and the reports of the Board of Directors and Auditors thereon

(3) Appointment of Director in the place of Shri GRajasekaran who retires by rotation and beingeligible offers himself for re-appointment


(4) Appointment of M/s Abarna & Ananthan as Statutory Auditors of the Company and fixing their remuneration


(5) Appointment of Branch Auditors of the Bank and fixing remuneration

it is required to audit the accounts in respect of the Bank’s branches/ offices.

(6) Appointment of Shri M K Venkatesan as a NonExecutive Director of the Bank liable to tretire by rotation


(7) Appointment of Shri AK Praburaj as a NonExecutive Director of the Bank liable to tretire by rotation


(8) Appointment of Smt. CA K L Vijayalakshmi as a Non Executive Director of the Bank liable to tretire by rotation



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18 22 July 2015 Alstom India Limited AGM Management For For As there is no qualification from Auditors.

Management (2) Declaration of Dividend For For As the company has sufficient cash to pay dividendManagement For For

Management For For

Shareholder For For

Management For For

19 23 July 2015 AGM Management For For As there is no qualification from Auditors.

Management (2) Declaration of final dividend For For As the company has sufficient cash to pay dividend.

Management For For

Management For For

Management For For

(1) Adoption of (a) the audited Financial Statements of the Company together with the reports of Board of Directors and the Auditors thereon.(b) the audited Consolidated Financial Statements of the Company

(3) Appointment of a director in place of Mr. Rathindra Nath Basu who retires by rotation and being eligible, offers himself for re-appointment

Rathindra Nath Basu is the Non-executive Chairman of the company. His reappointment is in line with all the statutory requirements.

(4) Ratification of appointment of S.N. Dhawan & Co. as Statutory Auditor and fixation of remuneration

SN Dhawan & Co have been auditing the company’s accounts since FY14. In the AGM held in July 2014, they were appointed as the company’s statutory auditors for a period of four years: Under Companies Act 2013, auditor (re)appointments need annual ratification by shareholders. SN Dhawan & Co’s reppointment as statutory auditors remains in line with all statutory requirements

(5) Appointment of Ms. Carole Roselyne Marcelle as Director of the Company, liable to retire by rotation

Ms. Carole Le Couedic is the Managing Director (Hydro Europe) of ALSTOM Renewable Power. She has an experience of over 30 years in various industries with corporates including CarnaudMetalbox, Rexam, Saint Gobain, Faurecia and ALSTOM. She was appointed as an additional director wef 24 January 2015. Her appointment is in line with all the statutory requirements

(6) Payment of remuneration to M/s. Shome & Banerjee, the Cost Auditors of the company

The approval of shareholders - for payment of Rs 300,000 as remuneration to Shome & Banerjee as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

Sundaram Finance Limited

(1) Adoption of Audited Statements of Accounts of the Company for the year ended 31st March 2015 and the Directors’ and Auditors’ Reports thereon

(3) Appointment of a Director in the place of Sri S Viji, who retires by rotation and being eligble, seeks re-appointment.

As per information and explanation provided by the company. No concern has been identified with respect to profile, time commitments and performance of the directors.

(4) Appointment of a Director in the place of Sri S Ram, who retires by rotation and being eligble, seeks re-appointment.

As per information and explanation provided by the company. No concern has been identified with respect to profile, time commitments and performance of the directors.

(5) Re-appointment of M/s. Brahmayya & Company, Chartered Accountants, as the Statutory Auditors of the company and fixation of remuneration

As per information and explanation provided by the company. The performance of the auditors have been fairly stable.


Page 9

19 23 July 2015 AGM

Management For For

Management For For

Management For For

20 23 July 2015 Lupin Limited AGM Management For For

Management For For

Management (3) Declaration of Dividend on equity shares For For

Management For For

Management For For

Management For For

Management For For

Management For For

Shareholder For For

Shareholder For For

Shareholder For For

Shareholder For For

Shareholder For For

Management For For

Sundaram Finance Limited

(6) Re-appointment of Mr. Harsha Viji as Director (Strategy & Planning) and fixing his remuneration

As per information and explanation provided by the company.

(7) Amendment to Sundaram Finance Employee Stock Option Scheme (SFESOS) to fall in line with SEBI (Share Based Employee Benefits) Regulations,2014

As per information and explanation provided by the company. No governance issues have been identified.

(8) Extension of the amended SFESOS to the eligible employees of subsidiaries and associates

As per information and explanation provided by the company. No governance issues have been identified.

(1) Adoption of Standalone audited Financial Statements of the Bank, Balance Sheet, Statement of Profit and Loss, Cash Flow Statement and Reports of the Board of Directors and Auditors


(2) Adoption of the Consolidated audited financial statements including Balance Sheet, Statement of Profit and Loss and Cash Flow Statement and the report of the Auditors thereon.



(4) Appointment of a director in place of Ms. Vinita Gupta, who retires by rotation and being eligible, offers herself, for re-appointment.

As per the information and explanation provided by the Management

(5) Ratification of the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors and fixing their remuneration


(6) Re-appointment of Dr. Desh Bandhu Gupta as Executive Chairman of the Company, and the payment of remuneration.

The Company has stated that the total remuneration paid to Dr. Gupta will be within the limits prescribed in Companies Act, 2013

(7) Re-appointment of Dr. Kamal K. Sharma as Vice Chairman of the Company and the payment of remuneration.


(8) Re-appointment of Mrs. M. D. Gupta as Executive Director of the Company and the payment of remuneration


(9) Appointment of Dr. Vijay Kelkar as Independent Director of the Company


(10) Appointment of Mr. R. A. Shah as Independent Director of the Company


(11) Appointment of Mr. Richard Zahn as Independent Director of the Company


(12) Appointment of Dr. K. U. Mada as Independent Director of the Company


(13) Appointment of Mr. Dileep Choksi as Independent Director of the Company


(14) Payment of commission to the Non-Executive Directors of the Company



Page 10

20 23 July 2015 Lupin Limited AGM

Management For For

Management For For

Management For For


Management (2) Declaration of dividend For For As the company has sufficient cash to pay dividend.

Management For For

Management For For

Management (5)Retirement of Mr. Pierre Laporte as Director For For

Management For For

Management For For

(15) Ratification of the remuneration payable to Mr. S. D. Shenoy, Cost Auditor, for conducting cost audit for the year ending March 31, 2016.


(16) Authorising the Board of Directors of the Company for raising funds


(17) Increase in the Authorised Share Capital of the Company


Alstom T& D India Limited

(1) Adoption of the financial statements of the Company for the year ended March 31, 2015, including the audited Balance Sheet, the Statement of Profit and Loss and the reports of the Board of Directors and Auditors thereon


(3) Appointment of Director in place of Mr. Michel Augonnet, who retires by rotation and being eligible, offers himself for re-appointment


(4) Ratification of appointment of M/s. S.N. Dhawan & Co., Chartered Accountants, as Auditors of the Company and fixation of remuneration

S. .N. Dhawan & Co. were first appointed in the 2013 AGM, and were reappointed for a period of four years in the 2014 AGM (till FY18). Companies Act 2013 requires auditor (re)appointments to be ratified by shareholders annually. The aggregate tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement

Pierre Laporte is Senior VP Legal, Alstom Grid and was a promoter representative on the board of the company. To comply with the provisions of Clause 49 of the listing agreement and Companies Act 2013 to have minimum fifty percent members of the Board as independent directors, Alstom T&D has decided that the vacancy caused on Pierre Laporte’s retirement is not to be filled.

(6) Re-appointment of Mr. Rathindra Nath Basu as Managing Director of the Company and fixation of remuneration

R. N Basu’s remuneration in FY15 was Rs. 21.8 mn, a growth of 17.2% over that of FY14. Based on the current pay-outs, R. N Basu’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers. The disclosures on R. N Basu’s remuneration are open-ended.

(7) Re-appointment of Mr. Subhashchandra Manilal Momaya as Whole-time Director & Chief Financial Officer of the Company

S. M. Momaya’s remuneration in FY15 was Rs. 14.0 mn. Based on the current pay-outs, S. M. Momaya’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers. The disclosures on S. M. Momaya’s remuneration are open-ended.


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21 23 July 2015 AGM

Shareholder For For

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22 24 July 2015 Axis Bank AGM Management For For As there is no qualification from Auditors.

Management For For As the bank has sufficient cash to pay dividend.

Management For For

Alstom T& D India Limited

(8) Appointment of Ms. Isabelle Compain-Gerlier as Director liable to retire by rotation

Isabelle Compain-Gerlier is Vice President Finance Products, Alstom Grid. Her appointment is in line with all the statutory requirements.

(9) Appointment of Dr. Kirit Shantilal Parikh as an Independent Director

Kirit Shantilal Parikh was former Member - Planning Commission designated as Minister of State. His appointment is in line with all the statutory requirements.

(10) Appointment of Mr. Rakesh Nath as an Independent Director

Rakesh Nath was former Member – Appellate Tribunal for Electricity and former Chairman - Central Electricity Authority. His appointment is in line with all the statutory requirements

(11) Appointment of Mr. Ravi Kumar Krishnamurthy, Head AIS Business as Alternate Director to Mr. Pierre Laporte upto March 27, 2015 and terms of his appointment

Ravi Kumar Krishnamurthy was appointed as alternate director to Pierre Laporte via Postal Ballot dated 10 November 2014; during the absence of Pierre Laporte from India to attend board meetings. He was reappointed as alternate to Pierre Laporte from 11 March 2015. The Company seeks shareholder approval for his appointment as alternate director carrying full time employment.

(12) Appointment of Mr. Ravi Kumar Krishnamurthy, Head AIS Business as Alternate Director to Mr. Michel Augonnet w.e.f March 28, 2015 and terms of his appointment

Since the restructuring of the Board and retirement of Pierre Laporte as director; Ravi Kumar Krishnamurthy was appointed as alternate director to Michel Augonnet from 28 March 2015. The Company seeks shareholder approval for his appointment as alternate director carrying full time employment.

(13) Approval of remuneration payable to M/s Shome & Banerjee and M/s Jugal K Puri & Associates, Cost Auditors

To comply with Rule 14 of Companies (Audit and Auditors) Rules 2014, the Company seeks approval from shareholders to ratify the remuneration payable to the cost auditors for FY16. The company proposes a remuneration of Rs 0.5 mn to Shome & Banerjee and Rs 35,000 to Jugal K Puri & Associates as cost auditors for FY16 with Shome & Banerjee being the lead cost auditor.

(1) Adoption of :a) Audited Financial Statements of the Bank, Reports of the Board of Directors and Auditorsb) Audited Consolidated Financial Statement and the Report of the Auditors thereonfor the financial year ended 31March 2015

(2) Declaration of dividend on Equity Shares of the Bank

(3) Appointment of a Director in place of Smt. Usha Sangwan who retires by rotation and, being eligible, offers herself for re-appointment.

As per information and explanation provided by the company. There has been no concern regarding the profile of Smt Sangwan.


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22 24 July 2015 Axis Bank AGM

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Management (12) Increase in Borrowing limits of the Bank For For

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Management (2) Declaration of Dividend For For

Management For For

(4) Appointment of S. R. Batliboi & Co LLP, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company


(5) Appointment of Shri S. Vishvanathan as anIndependent Director of the Bank.


(6) Revision in the remuneration payable to Dr. Sanjiv Misra, Chairman of the Bank.

As per information and explanation provided by the company. The revision is subject to approval by RBI.

(7) Re-appointment of Smt. Shikha Sharma as the Managing Director & CEO of the Bank

As per information and explanation provided by the company. There has been no concern regarding the profile of Shikha Sharma.

(8) Revision in the remuneration payable to Shri V. Srinivasan, Whole-Time Director designated as ‘Executive Director & Head (Corporate Banking)’ of the Bank


(9) Appointment of Shri Sanjeev Kumar Gupta as a Director of the Bank


(10) Appointment of Shri Sanjeev Kumar Gupta as the Whole-Time Director designated as ‘Executive Director (Corporate Centre) & Chief Financial Officer’ of the Bank


(11) Revision in the remuneration payable to Shri Sanjeev Kumar Gupta as the Whole-Time Director designated as ‘Executive Director (Corporate Centre) & Chief Financial Officer’ of the Bank

As per information and explanation provided by the company. The revision is subject to approval by RBI.

For growth purpose the bank will need fund which will be met through borrowings.

(13) Borrowing/Raising funds in Indian Currency/ Foreign Currency by issue of debt Instruments

As the securities are proposed to be issued in debt instruments, there will be no dilution to common shareholders.

(14) Acquiring and holding equity shares of the Bank, by the Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs) / Nonresident Indians (NRIs), Foreign Direct Investment covering ADRs /GDRs and indirect foreign investment in any combination thereof, upto 74% of the paid up share capital of the Bank.

Following the Union Budget announcement, the bank proposes to increase FPI holding to 74%. This is an enabling resolution. FII investment is regulated by RBI.

Persistent Systems Limited

(1) Adoption of :a) Audited Financial Statements, Reports of the Board of Directors and the Auditors thereon, andb) Audited Consolidated Financial Statements



(3) Ratification the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Joint Statutory Auditors of the Company



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23 24 July 2015 AGM

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24 25 July 2015 Orient Cement AGM Management For For

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Persistent Systems Limited

(4) Ratification of the appointment of M/s. Joshi Apte & Co., Chartered Accountants as the Joint Statutory Auditors of the Company


(5) Increase in the Authorised Share Capital of the Company


(6) Alteration of Article No. 160 of the Articles of Association of the Company


(7) Re-appointment of Dr. Anand Deshpande as the Chairman and Managing Director of the Company


(1) Adoption of the Financial Statements of the Company for the financial year ended March 31, 2015, including the audited Balance Sheet as at March 31, 2015, the Statement of Profit & Loss and Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.


(2) Declaration of final dividend and confirmation of the interim dividend


(3) Appointment of a director in place of Mr. C.K. Birla, who retires by rotation and being eligible, seeks re-appointment

CK Birla is the Promoter Chairman (nonexecutive) of the company. His reappointment is in line with all the statutory requirements.

(4) Ratification of the appointment of SR Batliboi & Co LLP as Statutory Auditors and fixation of their remuneration

SR Batliboi & Co LLP have been auditing the company’s accounts since FY13. In the AGM held in August 2014, they were reappointed as the company’s statutory auditors for a period of five years. Under Companies Act 2013, auditor (re)appointments need annual ratification by shareholders. S R Batliboi & Co LLP’s reappointment as statutory auditors remains in line with all statutory requirements.

(5) Appointment of Ms. Amita Birla as Non-Executive Director, liable to retire by rotation

Ms. Amita Birla, wife of CK Birla, is an industrialist. She was appointed as nonexecutive director of the company wef 27 March 2015. Her appointment is in line with all the statutory requirements

(6) Re-appointment of Mr. Desh Deepak Khetrapal as the Managing Director & Chief Executive Officer of the Company and fixation of his remuneration

Mr. Desh Deepak Khetrapal is the MD & CEO of the company. He was paid a total remuneration of Rs 43.9 mn in FY15. Based on the disclosures, it is estimated that his remuneration will be Rs 52.4 mn (proposed), which is comparable to industry peers given the size and performance of the company

(7) Fixing the remuneration of Mr. Somnath Mukherjee, Cost Auditor of the Company.

The approval of shareholders - for payment of Rs 60,000 as remuneration to Somnath Mukherjee as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.


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24 25 July 2015 Orient Cement AGM

Management For For

25 27 July 2015 AGM Management For For As there is no qualification from the Auditors

Management (2) Declaration of dividend on Equity Shares For For As the company has sufficient cash to pay dividend

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(8) Issue and allotment of Options under Employee Stock Option Scheme.


Va Tech Wabag Limited

(1) Adoption of the Audited Financial Statements, Reports of the Board of Directors and Auditors & Audited Consolidated Financial Statements

(3) Appointment of a director in place of Mr. Rajiv Mittal, who retires by rotation and being eligible, seeks re-appointment

Rajiv Mittal is one of the promoters and the company’s MD & Group CEO. His reappointment is in line with all the statutory requirements

(4) Appointment of M/s. Walker Chandiok & Co. LLP as the statutory auditors of the Company and fixing their remuneration

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.

(5) Re-appointment of Mr. Rajiv Mittal as the Managing Director of the Company and fixation of his remuneration

Rajiv Mittal’s proposed remuneration of Rs.46.1 mn is in line with the remuneration paid to industry peers and commensurate with the size and performance of the company

(6) Appointment of Mr. Malay Mukherjee as anIndependent Director of the Company

Malay Mukherjee is currently a consultant in the metals and mining industry. He is the former CEO of Essar Steel Global. His appointment is in line with all the statutory requirements

(7) Appointment of Mr. S Varadarajan as a Director of the Company, liable to retire by rotation.

S Varadarajan, promoter, is the CFO of the company. His appointment is in line with all the statutory requirements.

(8) Approval of Fund based & Non Fund basedborrowing limits

VA Tech Wabag Limited seeks shareholder approval to borrow (fund and nonfund based) upto Rs.30.0 bn for its growth plans. The company has a closing order book position of Rs.54.4 bn as on 31 March 2015 and recently won additional projects. The company typically provides guarantees against project execution.

(9) Creation of Charge/mortgage/hypothecation on the Company’s Assets

The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.

(10) Fixation of remuneration pauable to S. Chandrasekaran, the Cost Auditors of the Company

Payment to cost auditors for FY15 aggregates Rs.0.5 mn (excluding service tax and reimbursement of out-ofpocket expenses) which is commensurate to the size of the company


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26 27 July 2015 Postal Ballot Management For For


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Management For Abstain Information is unavailable

Shareholder For For

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Management (7) Adoption of new set of Articles of Association For For

Management For For

Aditya Birla Nuvo Limited

(1) Approval of the Composite Scheme of Arrangement amongst Aditya Birla Nuvo Limited and Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retail Limited and their respective shareholders and creditors

The demerger is part of the company’s operating strategy, aimed at consolidating similar business lines under one entity.

Tech Mahindra Limited

(1) Adoption of Financial Statements and Reports of the Board of Directors and Auditors thereon for the year ended 31st March 2015.


(2) Adoption of Consolidated Financial Statements and Reports of the Auditors thereon for the year ended 31st March 2015



(4) Retirement of Mr. Bharat N. Doshi, who retires by rotation and does not offer himself for re-appointment


(5) Appointment of M/s. Deloitte Haskins & Sells LLP as Auditors and fixation of remuneration


Century Textiles and Industries Limited

(1) Adoption of Audited Financial Statement, Reports of the Board of Directors and Auditors


Net worth of the company has increased from 17.5 bn in FY14 to Rs. 19.7 bn in FY15.

(3) Appointment of a Director in place of Shri B. K. Birla who retires from office by rotation, but beingeligible, offers himself for re-election

BK Birla is the Promoter Chairman of the company. His reappointment is in line with all the statutory requirements.

(4) Appointment of Auditors of the Company and fixation of their remuneration

(5) Appointment of Smt. Rajashree Birla as a Director of the Company, liable to retire by rotation

Rajshree Birla is part of the promoter group. Her appointment is in line with all the statutory requirements.

(6) Appointment of Shri Sohanlal K. Jain as an Independent Director

Sohanlal K Jain is a practicing advocate. His appointment is in line with all the statutory requirements.

Century Textiles’ existing Articles of Association (AoA) is based on the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company considers it expedient to replace the existing AoA by an entirely new set of articles based on the Companies Act 2013.

(8) Offer or invitation to subscribe to Non-Convertible Debentures on private placement

The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit of the company.


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28 28 July 2015 AGM

Management For For

29 28 July 2015 HDFC Limited AGM Management For For As there is no qualification from Auditors.

Management For For As the company has sufficient cash to pay dividend.

Management For For

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Management For For Appointment is in accordance with provisions of law.

Management For For As there is no dilution to shareholders.

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Century Textiles and Industries Limited

(9) Approval of remuneration payabale to M/s R. Nanabhoy & Co., and M/s. M. R. Dudani & Co., theCost Auditors of the company.

The approval of shareholders for payment of Rs. 0.3 mn as remuneration to R Nanabhoy & Co and Rs. 0.2 mn to MR Dudani & Co as cost auditors of the company is sought in order to ensure compliance with Section 148 the Companies Act 2013.

(1) Adoption of :a. Audited financial statement of the corporation for the financial year ended march 31st 2015 along with the reports of the Board of directors and auditors thereonb. Audited consolidated financial statement for the year ended March 31, 2015 together with the report of the auditors thereon

(2) Declaration of final dividend on equity shares of the Corporation

(3) Appointment of a director in place of Mr. Deepak S. Parekh, who retires by rotation and being eligible, seeks re-appointment

As per information and explanation provided by the company. There has been no concern regarding the profile or reappointment of Mr Parekh.

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

As per information and explanation provided by the company. No concerns have been found in the performance of the auditors.

(5) Ratification of the appointment of Messrs PKF, Chartered Accountants as the auditor of the Corporation's office at Dubai.

(6) Issue of Redeemable Non-Convertible Debentures on a private placement basis

(7) Approval of related party transactions with HDFC Bank Limited.

As the transaction entered into is in ordinary course of business.

(8) Issue of Secured Redeemable Non-Convertible Debentures simultaneously with Warrants to Qualified Institutional Buyers


(9) Increase in the Authorised Share Capital of the Corporation

Securities to be issued are not convertible in nature and therefore interest of shareholders will not be impacted.

(10) Alteration of Memorandum of Association of the Corporation.

It is an enabling resolution to support issue of securities proposed under Resolution 9. No concern has been identified.

(11) Alteration of the Articles of Association of the Corporation

It is an enabling resolutions to support issue of securities proposed under Resolution 9. No concern has been identified.


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Management For For

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Management For For As the company has sufficient cash to pay dividend

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Shareholder For For

TVS Motor Company Limited

(1) Adoption of audited balance sheet as at 31st March, 2015, the statement of profit and loss, notes forming part thereof, the cash flow statement for the year ended on that date and the consolidated financial statements, together with the directors' report and the auditors' report thereon


(2) Appointment of Director in the place of Mr Sudarshan Venu who retires by rotation and being eligible, offers himself for reappointment


(3) Re-appointment of M/s V Sankar Aiyar & Co. as Statutory Auditors of the Company and fixing their remuneration


(4) Ratification of remuneration payable to Mr A N Raman, the Cost Auditor of the Company


(5) Re-appointment of Mr Venu Srinivasan as the Chairman And Managing Director of the Company


(6) Appointment of Mr Sudarshan Venu, Whole Time Director as Joint Managing Director (JMD) in the rank of Managing Director of the Company


(7) Appointment of Dr Lakshmi Venu as a non-executive and non-independent Director of the Company, liable to retire by rotation


Blue Dart Express Limited

(1) Adoption of Audited Financial Statements and Consolidated Financial Statements and Reports of Board of Directors and Auditors for the year ended 31 March, 2015

(2) Declaration of Dividend on Equity Shares

(3) Appointment of a Director in the place of Mr. Clyde Cooper who retires by rotation and being eligible seeks re-appointment

Clyde Cooper’s reappointment is in line with all statutory requirements.

(4) Re-appointment M/s.Price Waterhouse, Chartered Accountants as the Statutory Auditors of the Company and fixation of remuneration

As per information and explanation provided by the company. The performance of the auditors has been fairly satisfactory

(5) Appointment of Mr. Thomas Kipp as a Director of the Company, liable to retire by rotation

Thomas Kipp represents DHL Express (Singapore) Pte Ltd. He is the CEO of DHL eCommerce and is responsible for the international mail and parcel business of Deutsche Post DHL. His reappointment is in line with all the statutory requirements.

(6) Appointment of Ms. Bettina Staffa as a Director of the Company, liable to retire by rotation

Ms. Bettina Staffa represents DHL Express (Singapore) Pte Ltd. She is the CFO of DHL eCommerce. Her reappointment is in line with all the statutory requirements


Page 18

31 29 July 2015 AGM

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32 29 July 2015 AGM Management For For As there is no qualification from Auditors


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Blue Dart Express Limited

(7) Re-appointment of Mr. Anil Khanna as the Managing Director of the Company

Mr. Anil Khanna is the Managing Director of the company since 2007. He was paid a total remuneration of Rs 27.9 mn in FY15. It is observed that the growth in his remuneration is commensurate with the growth in revenues and profits over the past five years. Based on the disclosures, it is estimated that he will be paid a maximum remuneration of Rs 39.2 mn (proposed), which is comparable to industry peers given the size and performance of the company.

(8) Approval of Material Related Party transaction with Blue Dart Aviation Ltd. (an Associate Company)

With effect from 22 June 2015, BDAL has become a 70% subsidiary of Blue Dart. Prior to the increase in stake, Blue Dart owned 49% in BDAL.BDAL provides air carriage for Blue Dart. Blue Dart has existing outstanding investments, loans, guarantees and deposits with BDAL aggregated Rs.2.14bn on 31 March 2015. Further, the company needs to renew its Aircraft, Crew, Maintenance and Insurance (ACMI) contract with effect from 11 March 2015 to 30 September 2016: the aggregate transaction value of the contract will be Rs.11.20bn.The proposed transaction will be in the ordinary course of business and at an arm’s length.With effect from 22 June 2015, BDAL has become a 70% subsidiary of Blue Dart. Prior to the increase in stake, Blue Dart owned 49% in BDAL.BDAL provides air carriage for Blue Dart. Blue Dart has existing outstanding investments, loans, guarantees and deposits with BDAL aggregated Rs.2.14bn on 31 March 2015. Further, the company needs to renew its Aircraft, Crew, Maintenance and Insurance (ACMI) contract with effect from 11 March 2015 to 30 September 2016: the aggregate transaction value of the contract will be Rs.11.20bn.The proposed transaction will be in the ordinary course of business and at an arm’s length.

KEC International Limited

(1) Adoption of Financial Statements and Reports of Directors and Auditors thereon

(2) Declaration of Dividend.

(3) Appointment of Director in the place of Mr H V Goenka who retires by rotation and being eligible, offers himself for reappointment

Harsh Goenka is the Promoter Chairman of the Company. His reappointment is in line with all the statutory requirements.

(4) Ratification of the appointment of Messrs Deloitte Haskins & Sells LLP as the auditors and fixing their remuneration.



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32 29 July 2015 AGM

Management (5) Appointment of Branch Auditors For For

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Management (10) Approval of Related Party Transactions For For

33 30 July 2015 IDFC Limited AGM Management For For As there is no qualification from Auditors.

Management (2) Declaration of Dividend For For As the company has sufficient cash to pay dividend.Management For For

Management For For

Shareholder For For

Management For For

KEC International Limited

As auditors are required to be appointed by law and they comply with the provisions for appointment as per the information provided by the company.

(6) Ratificaton of remuneration payable to M/s. Kirti Mehta & Co., Cost Auditors

The board has approved the appointment and remuneration to Kirit Mehta & Co as cost auditors for FY16. The remuneration proposed is Rs.0.7 mn (apart from reimbursement of out of pocket expenses) considering size of company it looks reasonable .

(7) Appointment of Mrs. Nirupama Rao as Independent Director

Mrs. Nirupama Rao was appointed as Ambassador of India to the USA after completion of her tenure as Foreign Secretary from August 2009 to July 2011. In 2001 she became the first woman spokesperson of the Ministry of External Affairs and in 2004 she was assigned to Sri Lanka as High Commissioner for India. Her appointment is in line with all the statutory requirements.

(8) Appointment of Mr. A. T. Vaswani as Independent Director

The appointment is in line with all the statutory requirements.



KEC has a Joint Venture in Saudi Arabia, Al Sharif Group, wherein KEC has 49% Equity Stake and the rest is held by the local partner. All the contracts / bids awarded to Al Sharif Group are executed by KEC as per the agreement with the JV Company’s partners. As a result of such arrangement, the Company is required to enter into large number of transactions with the Al Sharif Group to execute the projects awarded to it.

(1) Adoption of audited financial statements of the Company, Reports of the Board of Directors and the Auditors for the financial year ended March 31, 2015.

(3) Appointment of a Director in place of Mr. Joseph Dominic Silva, who retires by rotation and being eligible, offers himself for reappointment.


(4) Appointment of Deloitte Haskins & Sells LLP as the Statutory Auditors and fixing their remuneration.

Deloitte is among the top 4 firms and the performance of them have been fairly stable

(5) Appointment of Mr. Vinod Rai as an Independent Director.

As per information and explanation provided by the company. His appointment meets all statutory requirements.

(6) Offer and Issue Non-Convertible Securities under Private Placement

As it is an enabling resolution and there will not be any dilution to equity shareholders.


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34 30 July 2015 Wabco India Limited AGM Management For For


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Shareholder For For

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35 30 July 2015 Postal Ballot Management For For


Management (2) Declaration of Final Dividend For For

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Shareholder For For

Management For For


(1) Adoption of audited financial statements for the year ended 31st March 2015


As Dividend is paid out of surplus cash available after taking into account growth plans

(3) Re-appointment of Mr. Trevor Lucas as director, who retires by rotation.


(4) Ratification of appointment of Messrs S.R. Batliboi & Associates LLP as Statutory Auditors


(5) Appointment of Ms. Lisa Brown as nonexecutive non-independent Director


(6) Appointment of Mr. Jorge Solis as non-executive non-independent Director


(7) Ratification of remuneration payable to Mr A N Raman as Cost Auditor of the Company


(8) Approval of material related party transactions with WABCO Europe BVBA


Colgate-Palmolive (India) Limited

(1) Issue of bonus equity shares by way of capitalization of general reserves


Strides Arcolab Limited

(1) Adoption of financial statements of the Company for the year ended March 31, 2015, including the audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon



(3) Appointment of a Director in the place of Mr. Bharat Shah,Non-Executive Director, who retires by rotation and being eligible seeks reappointment


(4) Appointment of Deloitte Haskins & Sells as Statutory Auditors of the Company


Colgate-Pamollive (India) Limited

(1) Adoption of Profit and Loss Account and the Balance Sheet as on March 31, 2015 together with the Reports of the Directors and Auditors thereon


(2) Appointment of a Director in the place of Dr. Godfrey Nthunzi who retires by rotation and being eligible seeks reappointment


(3) Appointment M/s Price Waterhouse as Statutory Auditors of the Company and atificationof remuneration


(4) Appointment of Ms. Shaymala Gopinath as a non-executive and Independent Director


(5) Appointment of Mr. Issam Bachaalani as the Managing Director of the company




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Management (2) Declaration of Dividend For For As the company has sufficient cash to pay dividend.

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Management (7) Borrowing of monies For For

Management (8) Issue of securities on private placement basis For For



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Management For For

Shriram Transport Finance Company

Limited

(1) Adoption of Annual Accounts for the year ended March 31, 2015.

(3) Appointment of M/s. S R Batliboi & Co. LLP and M/s. G D Apte & Co. jointly as Statutory Auditors and fixation of remuneration


(4) Retirement of Mr. R. Sridhar as Non-Executive Non-Independent Director

As per information and explanation provided by the company. R Sridhar is non executive non independent director of the company. He was the former MD and CEO of Shriram Capital Ltd. His position will not be filled.

(5) Appointment of Mr. S. Sridhar, Non-Executive Independent Director.

As per information and explanation provided by the company. Mr Sridhar is the former Chairman and Managing Director of Central Bank of India. His appointment meets all statutory requirements.

(6) Appointment of Mr. D. V. Ravi, Non-Executive Non-Independent Director, liable to retire by rotation.

As per information and explanation provided by the company. Mr Sridhar is the former Chairman and Managing Director of Central Bank of India. His appointment meets all statutory requirements

For growth purpose the bank will need fund which will be met through borrowings.

The issuance of securities will be within the overall borrowing limit of the company. These instruments carry very low credit risk.

Exide Industries Limited

(1) Adoption of Profit and Loss Account and the Balance Sheet along with the consolidated financial statements of the Company as on March 31, 2015 together with the Reports of the Directors and Auditors thereon



(3) Appointment of a Director in the place of Mr R B Raheja who retires by rotation and being eligible seeks re-appointment


(4) Appointment M/s S. R. Batliboi & Co. LLP Chartered Accountants as the Auditors of the Company and ratification of remuneration


(5) Ratification of remuneration payable to M/s Shome & Banerjee, Cost Accountants, for audit of the cost records of the products manufactured by the Company


(6) Appointment of Mr Bharat Dhirajlal Shah as an Independent Director of the Company


(7) Approval for variation in the period, remuneration and terms and conditions of appointment of Mr A K Mukherjee, Director-Finance and Chief Financial Officer



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39 31 July 2015 AGM

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40 31 July 2015 CESC Limited AGM Management For For As there is no qualification from Auditors.


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Shareholder For For

Shareholder For For

Management (7) Mortgage of properties of the Company For For

Management For For

Exide Industries Limited

(8) Approval for variation in the period, remuneration and terms and conditions of appointment of Mr Nadeem Kazim, Director- HR & Personnel


(9) Approval for variation in the period, remuneration and terms and conditions of appointment of Mr Subir Chakraborty, Director – Industrial


(10) Payment of remuneration by way of commission of upto one percent of the net profits of the Company to Mr Rajesh G. Kapadia, Chairman and Mr Bharat Dhirajlal Shah, Independent Non-Executive Director of the Company



(1) Adoption of financial statements and Reports of Board of Directors and Auditors for the year ended 31 March, 2015

(3) Appointment of a Director in the place of Mr. A Basu who retires by rotation and being eligible seeks re-appointment

Aniruddha Basu is the Managing Director of the company. His reappointment is in line with all the statutory requirements.

(4) Ratification of appointment of Lovelock & Lewes as the Statutory Auditors


(5) Appointment of Mr. K Jairaj as an Independent Director of the Company

Mr. K Jairaj is retired as Additional Chief Secretary to Government of Karnataka. His appointment is in line with all the statutory requirements.

(6) Appointment of Mr. Pratip Chaudhuri as an Independent Director of the Company

Mr. Pratip Chaudhuri is a former Chairman of State Bank of India (SBI). His appointment is in line with all the statutory requirements.

In the AGM held in July 2014, the shareholders had approved the borrowing limit of Rs 45 bn . CESC seeks shareholders’ approval to create charge on its assets against the financial assistance, in aggregate, of Rs 15 bn provided by the lenders including CITI Bank, ICICI Bank, Punjab & Sind Bank, SBI, Punjab National Bank, Axis Bank, Union Bank etc. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company.

(8) Payment of Commission to non executive Directors



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40 31 July 2015 CESC Limited AGM

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41 31 July 2015 ITC Limited AGM Management For For


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(9) Increase in the remuneration payable to Mr. A Basu, Managing Director


(10) Ratification of remuneration paid to Shome & Banerjee, Cost Auditors of the Company .

The approval of shareholders - for payment of Rs 550,000 as remuneration to Shome & Banerjee as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013

(1) Adoption of financial statements, Consolidated Financial Statements and Reports of Board of Directors and Auditors for the year ended 31 March, 2015



(3) Appointment of a Director in the place of Mr. Kurush Noshir Grant who retires by rotation and being eligible seeks re-appointment


(4)Appointment of a Director in the place of Mr. Krishnamoorthy Vaidyanath who retires by rotation and being eligible seeks re-appointment


(5) Appointment of M/S Deloitte Haskins & Sells as the Auditors of the Company and ratification of remuneration


(6) a) Ratification of remuneration payable to M/s. Shome & Banerjee, the Cost Auditors to conduct audit of Cost Records maintained by the Company in respect of ‘Soyabean Oil’ and ‘Face wash’.b) Ratification of remuneration payable to Mr. P. Raju Iyer, Cost Auditors appointed to conduct audit of Cost Records maintained by the Company in respect of Paper and Paperboard’. c) Ratification of remuneration of M/s. Shome & Banerjee, appointed as the Cost Auditors to conduct audit of Cost Records maintained in respect all applicable products of the Company, other than ‘Paper and Paperboard


Cholamandalam Investment and

Finance Company Limited

(1) Adoption of Financial Statements along with board’s and Auditor’s report for the financial year ending 31st march 2015.

(2) Confirmation of payment of Interim Dividend on compulsory convertible Preference Shares

(3) Confirmation of payament of the Interim Dividend paid on Equity shares and approval of final dividend


Page 24

42 31 July 2015 AGM

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Shareholder For For

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Management (8) Issue of securities on a private placement basis For For


Management (2) Declaration of dividend on equity shares For For

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Management For For

Cholamandalam Investment and

Finance Company Limited

(4) Re-appointment of Mr. N. Srinivasan Director who retires by rotation

As per information and explanation provided by the company. N Srinivasan is the Vice Chairman of the company. His re appointment meets all statutory requirements.

(5) Ratification of appointment of M/s. Deloitte Haskins & Sells as statutory auditors and fixing their remuneration.


(6) Appointment of Ms. Bharati as an Independent Director

As per information and explanation provided by the company. Bharati Rao’s appointment meets all statutory requirements.

(7) Appointment of Mr. M. M. Murugappan as a Director liable to retire by rotation

As per information and explanation provided by the company. Murugappan’s appointments meets all statutory requirements

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

Shoppers Stop Limited

(1) Adoption of:a. the audited financial statement of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon; and b. the audited consolidated financial statement of the Company for the financial year ended March 31, 2015 and the Report of the Auditors thereon.

As accounts are audited by the external statutory auditors and no qualifications are raised by them.

The dividend per share has remained flat at Rs.0.75 for the last three years. The payout ratio has ranged between 18%-20% during this period.

(3) Appointment of Director in the place of Mr. Neel C. Raheja who retires by rotation and being eligible, offers himself for reappointment

Neel C. Raheja is part of the promoter group and a non-executive director. His reappointment is in line with the statutory requirements.

(4) Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company and fixation of remuneration thereof

As auditors are required to be appointed by law and they comply with the provisions for re-appointment as per the information provided by the company.

(5) Appointment of Mr. Manish Chokhani as an Independent Director of the Company

Manish Chokhani is the Chairman of TPG Growth India. His appointment is in line with the statutory requirements.

(6) Appointment of Mr. Gareth Thomas as an Independent Director

Garet Thomas is the former Retail Director of John Lewis, an UK based retail chain. His appointment is in line with the statutory requirements.

(7) Approval and/ or ratification of Material Related Party Transactions entered into by the Company with Hypercity Retail (India) Ltd.; the subsidiary company.

Hypercity Retail (India) Limited (Hypercity) is a 51% subsidiary of Shoppers Stop (remaining 49% held by promoters). In the past, the company had entered into various transactions with Hypercity (aggregating to Rs.5.8 bn), which it is now seeking to ratify.


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43 31 July 2015 AGM

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44 01 August 2015 AGM Management For For As there is no qualification from Auditors

Management (2) Declaration of Final dividend For For As the company has sufficient cash to pay dividend

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Management For For

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45 03 August 2015 Voltas Limited AGM Management For For As there is no qualification from Auditors.

Management For For As there is no qualification from Auditors.

Management (3) Declaration of Dividend For For As the company has sufficient cash to pay dividend

Shoppers Stop Limited

(8) Adoption of new set of Articles of Association of the Company.

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA.

(9) Approval of issuance of Non-Convertible Debentures upto Rs.100 crores by the Company

As on 31 March 2015, Shoppers Stop had a standalone debt of Rs.5.1 bn and a stable leverage profile with a debt/equity of 0.7x. At a consolidated level, the company’s total borrowings aggregated to Rs.7.5 bn, with a debt/equity of 1.4x. It currently has a long term rating of CARE A and a short term rating of CRISIL A1.

Transport Corporation Of India

Limited

(1) Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2015.

(3) Appointment of Director in the place of Mr. M. P. Sarawagi who retires by rotation and being eligible, offers himself for reappointment

MP Sarawagi is the Non-Executive Director of the company. His reappointment is in line with the statutory requirements.

(4) Appointment of Director in the place of Mr. Chander Agarwal who retires by rotation and being eligible, offers himself for reappointment

Chander Agarwal, one of the promoters, is the Joint Managing Director of the company. His reappointment is in line with all the statutory requirements.

(5) Re-appointment of M/s R S Agrawala & Co., the Statutory Auditors of the Company.

RS Agarwala & Co have been the company’s statutory auditors for the past 17 years. The reappointment is in line with the statutory requirements

(6) Re-appointment of M/s. K B Chitracar & Co., Chartered Accountants, Kathmandu, as the Branch Auditors of the Company.

The branch auditors will be responsible for auditing the accounts of all the branches of the company situated in Royal Kingdom of Nepal.

(7) Re-appointment of M/s R S Agrawala & Co., Chartered Accountants, Bangalore, as the Branch Auditors of the Company.


(8) Approval for keeping of Register of Members together with Index of Members and copies of all returns at the Corporate Office/premises of Registrar/Share Transfer Agent of the Company.

The company’s registered office is in Hyderabad. At present, maximum number of shareholders of the company resides in Mumbai, where the prescribed criterion is met.

(1) Adoption of Audited Financial Statements for the year ended 31st March, 2015 together with the Report of the Board of Directors and the Auditors thereon.

(2) Adoption of Audited Consolidated Financial Statements for the year ended 31st March, 2015 together with Auditors Report thereon.


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45 03 August 2015 Voltas Limited AGM

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46 03 August 2015 Bharat Forge Limited AGM Management For For

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(4) Appointment of Director in the place of Mr. Vinayak Deshpande, who retires by rotation and is eligible for reappointment

Vinayak Deshpande, non-executive director, is the Managing Director of Tata Projects Limited. He has been on the board of the company for three years. His reappointment is in line with all statutory requirements.

(5) Ratification of appointment of Deloitte Haskins & Sells LLP as Auditors of the Company


(6) Appointment of Ms. Anjali Bansal as an Independent Director

Anjali Bansal is the Managing Director of Spencer Stuart India Private Limited. Her appointment is in line with all statutory requirements.

(7) Re-appointment of Mr. Sanjay Johri, as Managing Director of the Company.

Sanjay Johri’s proposed remuneration aggregating Rs.33.3 mn is commensurate to the size and performance of the company and in line with the remuneration paid to industry peers


(9) Ratification of remuneration payable to M/s. Sagar & Associates, Cost Auditor

Payment to cost auditors for FY16 aggregates Rs.0.4 mn which is commensurate to the size of the company.

(1) Adoption of :a. the audited financial statement of the Company for the Financial Year ended March 31, 2015 and the reports of the Board of Directors and Auditors thereon; andb. the audited consolidated financial statement of the Company for the Financial Year ended March 31, 2015.


(2) Confirmation of dividend and declaration of final dividend on Equity Shares.


(3) Appointment of Director in the place of Mr. S. E. Tandale, who retires by rotation and is eligible for reappointment


(4) Appointment of Director in the place of Mr. G. K. Agarwal, who retires by rotation and is eligible for reappointment


(5) Appointment of M/s. S R B C & Co LLP as Statutory Auditors of the Company


(6) Appointment of Mr. K. M. Saletore as a Director of the Company, liable to retire by rotation


(7) Appointment of Mr. K. M. Saletore as Executive Director and Chief Financial Officer of the Company.


(8) Approval of remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Auditors





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48 04 August 2015 Atul Limited AGM Management For For


Redington (India) Limited

(1) Adoption of the Standalone audited Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and Cash Flow Statement for the Financial year ended on that date and the Report of Auditors and Directors thereon


(2) Adoption of the Consolidated audited Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and Cash Flow Statement for the Financial year ended on that date and the Report of Auditors and Directors thereon



(4) Appointment of a Director in place of Mr. N. Srinivasan, who retires by rotation and being eligible, offers himself for re-appointment


(5) Appointment of a Director in place of Mr. R. Jayachandran, who retires by rotation and being eligible, offers himself for re


(6) Appointment of a Director in place of Mr. R. Srinivasan, who retires by rotation and being eligible, offers himself for reappointment


(7) Re-appointment of M/s. M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors of the Company


(8)Appointment of Ms.Suchitra Rajagopalan as independent Director of the company


(9) Re-appointment of Mr. M. Raghunandan as Whole Time Director of the Company


(10) Appointment of Ernst & Young LLP as Auditor(s) for the Branch Office of the Company at Singapore


(11) Payment of commission to non-executive directors


(1) Adoption of:a. the audited Standalone Financial Statements of the Company for the year ended March 31, 2015, the Reports of the Directors and the Auditors thereon; andb) the audited Consolidated Financial Statements of the Company for the year ended March 31, 2015, and the Report of the Auditors thereon


Dividend per share has steadily increased to Rs.8.50 per share in FY15 from Rs6.0 per share in FY13. Nevertheless, dividend payout ratios have ranged at or below 15%.


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(3) Appointment of Director in the place of Mr R A Shah who retires by rotation and being eligible, offers himself for reappointment

RA Shah has been a Director of the company since 1983. RA Shah is a Senior Partner of Crawford Bayley & Co, a firm of Solicitors and Advocates. His reappointment is in line with all the statutory requirements.

(4) Appointment of Director in the place of Mr B N Mohanan who retires by rotation and being eligible, offers himself for reappointment

BN Mohanan has been a Whole-time Director of the company since 2009. He is also the Managing Director of Atul Biospace Ltd and Atul Rajasthan Date Palms Ltd. His reappointment is in line with all the statutory requirements.

(5) Appointment of Dalal & Shah Chartered Accountants LLP as the Statutory Auditors of the Company and fixation of remuneration


(6) Appointment of Mr T R Gopi Kannan as a Director of the Company, liable to retirement by rotation

TR Gopi Kannan is the CFO of the company. He is a FCA, FCMA, FCS and has 30 years of experience. He was appointed as an Additional Director on 17 October 2014.The company proposes to appoint him as a Whole-time Director for a period of five years.

(7) Appointment of Mr M M Chitale as an Independent Director

Mukund M Chitale is the Founder of Mukund M Chitale & Co (Chartered Accountancy firm). His appointment is in line with all statutory requirements.

(8) Appointment of Ms S A Panse as an Independent Director

Ms Shubhalakshmi A Panse is the former Chairperson and Managing Director of Allahabad Bank Ltd. Her appointment is in line with all statutory requirements.

(9) Appointment of Mr B R Arora as an Independent Director

Baldev R Arora is the former Chairman of Cyanamid Agro Ltd. His appointment is in line with all statutory requirements.


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


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50 05 August 2015 Postal Ballot Management For For

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51 06 August 2015 AGM Management For For As there is no qualification from Auditors.


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(11) Ratification of remuneration paid to Nanabhoy & Co, Cost Accountants, for conducting Cost Audit of the applicable products in the category of Bulk Drugs, Chemicals, Inorganic Chemicals, Organic Chemicals and their derivatives, Insecticides and Polymers

The board has approved the appointment and remuneration to R Nanabhoy & Co as cost auditor to conduct the cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Inorganic Chemicals, Organic Chemicals and their derivatives, Insecticides and Polymers for FY16. The auditors will receive a remuneration of Rs. 224,000 for FY16. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

(1) Adoption of the Audited Statement of Profit and Loss for the Financial Year ended 31 March 2015 and the Balance Sheet as on that date and the Reports of the Directors and the Auditors thereon



(3) Appointment of a Director in place of Mr. Ness N Wadia who retires by rotation and, being eligible, offers himself for re-appointment


(4) Appointment of M/s. BSR & Co. LLP as Statutory Auditors of the Company and fixation of their remuneration


TV18 Broadcast Limited

(1) Shifting of the Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra, i.e. within the Jurisdiction of the Registrar of Companies, Maharashtra at Mumbai.


(2) Approval to offer or invite subscriptions for secured /unsecured redeemable non-convertible debentures, foreign currency convertible bonds and / or bonds with share warrants

As increased limits would make Debt:Equity ratio to 0.5x which would be reasonable for the size of the company

(3) Creation of such charges, mortgages and hypothecations on movable and immovable properties of the Company.


Cummins India Limited

(1) Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the Financial Year ended March 31, 2015

(2) Approval of final dividend for the Financial Year ended March 31, 2015 and to ratify the interim dividend paid in September 2014

(3) Appointment of a director in place of Mr. Casimiro Antonio Vieira Leitao, who retires by rotation and being eligible, seeks re-appointment



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Cummins India Limited

(4) Appointment of a director in place of Mr. Edward Phillip Pence, who retires by rotation and being eligible, seeks re-appointment

Edward Phillip Pence represents the promoter company and is a non-executive director of the company, with J.M Barrowman being the alternate director to him. He has attended only two meetings in FY15 with J M Barrowman attending an additional two in his absence. Consequently, together they have attended 67% of the board meetings in FY15 and 63% of the board meetings held over the past two years. His appointment is in line with all statutory requirements.


(6) Appointment of Ms. Suzanne Wells, as a director liable for retire by rotation

Suzanne Wells represents the promoter company and is a non-executive director of the company. She has attended only 33% of the board meetings held in FY15 post her appointment on 22 August 2014. Her appointment is in line with all statutory requirements.

(7) Determination of remuneration payable to M/s. Ajay Joshi and Associates, the Cost Auditors of the Company.

Remuneration of Rs. 0.9 mn to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

(8) Approval on material Related Party Transactions for sale of internal combustion engines, their parts and accessories by the Company to Cummins Limited, UK

Cummins India proposes to sell internal combustion engines, their parts and accessories amounting to Rs. 12.5 bn to Cummins Ltd, UK. The proposed transaction is 27% of FY15 total income and 43% of FY15 networth of the company. The transaction is a part of regular business and on an arm’s length basis

(9) Approval on material Related Party Transactions for purchase of B and L series internal combustion engines, parts and accessories there of by the Company

Cummins India proposes to purchase of B and L series internal combustion engines, parts and accessories amounting to Rs. 10.1 bn from Tata Cummins Private Ltd on arm’s length basis. The proposed transaction is 23% of revenue from operations (FY15) and 35% of networth of the company (FY15

Greaves Cotton Limited

(1) Adoption of annual audited stand alone financial statement and Reports thereon and the consolidated financial statement for the year ended 31st March, 2015

As the accounts are audited by the statutory auditor and no qualifications are raised by them

As it is paid after the growth requirements of the company

(3) Appointment of a director in place of Mr. Karan Thapar, who retires by rotation and being eligible, seeks re-appointment

As per the information and explanation provided by the company

(4) Appointment of Deloitte Haskins & Sells LLP as the Statutory Auditors



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53 06 August 2015 Arvind Ltd AGM Management For For


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Greaves Cotton Limited

(5) Re-appointment of Wrigley Partington, London, UK as Branch Auditors and fixation of remuneration


(6) Appointment of Ms. Monica Chopra as a Director of the Company liable to retire by rotation


(7) Appointment of Ms. Monica Chopra as a Whole-time Director of the Company


(8) Ratification of the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Auditors


(1) Adoption of the Audited Statements of Accounts for the FY ended 31.3.2015 the Directors and Auditors thereon


The dividend per share has increased to Rs. 2.6 in FY15 from Rs. 2.4 in FY14 with improvement in profits. Consequently, the dividend payout ratio increased to ~21% from ~20% (standalone basis).

(3) Appointment of a Director in place of Mr. Punit Lalbhai who retires by rotation and being eligible offers himself for reappointment

Punit Lalbhai is the Executive Director of the company. His reappointment is in line with all the statutory requirements.

(4) Appointment of M/s. Sorab S. Engineers & Co., Chartered Accountants of Statutory Auditors


(5) Appointment of Mr. Samir Mehta as Independent Director

Samir Mehta is the Vice Chairman of Torrent Group. His appointment is in line with all statutory requirements.

(6) Appointment of Mr. Nilesh Shah as Independent Director

Nilesh Shah is the Managing Director of Kotak Mahindra Asset Management. His appointment is in line with all statutory requirements.

(7) Ratification of remuneration payable to M/s Kiran J. Mehta & Co Cost Auditors to conduct the audit of the cost records maintained by the company in respect of textiles and telecommunication products

Remuneration of Rs. 0.4 mn to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.


Arvind Ltd has been paying commission of about 1% to non-executive directors in the past three years, which aggregates to Rs. 107.3 mn. It is expected that the company will pay commission in line with what it has paid during the past three-year period.

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

GlaxoSmithKline Consumer

Healthcare Limited

(1) Adoption of the Audited Financial Statements for the year ended 31st March 2015



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55 06 August 2015 D B Corp Limited AGM Management For For

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GlaxoSmithKline Consumer

Healthcare Limited As it is paid after the growth requirements of the

company

(3) Re-appointment of M/s. Price Waterhouse as the Statutory Auditors of the Company


(4) Appointment of Mr. Vivek Anand as a Whole-time Director of the Company designated as “Director-Finance and Chief Financial Officer” and fixing remuneration


(5) Appointment of Mr. Manoj Kumar as the Managing Director of the Company and fixing remuneration


(1) Adoption of financial statements for the year ended March 31, 2015


(2) Declaration of final Dividend and confirmation of interim dividend


(3) Appointment of a Director in place of Mr. Ramesh Chandra Agarwal, who retires by rotation and being eligible, offers himself for re-appointment


(4) Re-appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, and M/s. Gupta Navin K. & Co., Chartered Accountants, as Joint Statutory Auditors of the Company and fixing their remuneration


Praj Industries Limited

(1) Adoption of (a) the audited Financial Statements of the Company together with the reports of Board of Directors and the Auditors thereon.(b) the audited Consolidated Financial Statements of the Company together with the report of the Auditors thereon.


The dividend payout ratio during the last three years averaged 58%.

(3) Appointment of a Director in place of Mr. Gajanan Nabar who retires by rotation and being eligible, offers himself for re-appointment

Gajanan Nabar is the CEO & MD of the company. His reappointment is in line with all the statutory requirements.

(4) Appointment of M/s. P. G. Bhagwat, Chartered Accountants as Statutory Auditors of the Company and fixation of their remuneration

B. K. Khare & Co, Chartered Accountants, who have been the company’s statutory auditors since 2009 resigned on 12 June 2015. The resolution seeks to appoint P G Bhagwat, a Pune-based Chartered Accountancy firm, as statutory auditors from 13 June 2015 till the conclusion of the AGM (to fill the casual vacancy caused by the resignation of the earlier auditors), and for another term of five years following the completion of the AGM. The appointment is in line with all the statutory requirements


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Praj Industries Limited

(5) Appointment of Mr. Daljit Mirchandani as non-executive non-independent Director of the Company liable to retire by rotation

Daljit Mirchandani is the former Chairman of Ingersoll-Rand (India) Ltd. He was appointed as Additional Director with effect from 28 May 2015. He has graduated in Electrical Engineering from the Birla Institute of Technology and has more than 45 years of experience in Engineering, Strategy management & other related fields.

(6) Extension of an appointment of Mr. Pramod Chaudhari as Executive Chairman of the Company and fixing of remuneration

Pramod Chaudhari is the Promoter and Founder of Praj Industries Limited. Pramod Chaudhari was re-appointed as Executive Chairman at the 2012 AGM for a period of three years with effect from 1 August 2012. The Board now proposes to extend his term for a further period of two years from 1August 2015 without any change in other terms and conditions.

(7) Re-appointment of Mr. Gajanan Nabar as CEO & MD of the Company and fixing of remuneration

Gajanan Nabar holds a Masters Degree in Organic Chemistry and Master in Management from Bombay University. He has over 24 years of experience of multi-functional management experience. In FY15, Gajanan Nabar was paid an aggregate remuneration of Rs.26.1mn (including commission and performance linked incentives), which was 36.0x the median employee salary. In FY16, based on performance, his remuneration could be a maximum of Rs.34mn. In addition, he will be entitled to sweat equity at the commencement of his term of 0.25 mn equity shares of Rs. 2 each under ESOP 2011.

(8) Approval of the remuneration payable to Dhananjay V. Joshi & Associates as Cost Auditors

The approval of shareholders - for payment of Rs 275,000 as remuneration to Dhananjay Joshi & Associates as cost auditors of the company - is sought in order to ensure compliance with the Companies Act 2013.

The Ramco Cements Limited

(1) Adoption of the Directors’ Report and the Company’s Standalone and Consolidated Statements of Pro6t and Loss for the year ended 31st March 2015, Balance Sheets as at that date and Cash Flow Statements for the year ended on that date and the Auditors’ Reports thereon

(3) Re-appointment Shri. P. R. Venketrama Raja as director, who retires by rotation

PR Venketrama Raja is a part of promoter-family. He is the Vice Chairman and Managing Director of Ramco Systems Ltd. His reappointment is in line with all the statutory requirements

(4) Ratification of appointment of M/s. M. S. Jagannathan & N. Krishnaswami, Chartered Accountants and M/s. CNGSN & Associates LLP as Auditors

As auditors are required to be appointed by law and they comply with the provisions for appointment as per the information provided by the company


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The Ramco Cements Limited

(5) Appointment of Smt. Justice Chitra Venkataraman (Retd.) as independent Director of the company

Chitra Venkataraman retired as Judge of Madras High Court in April 2014. Her appointment is in line with all the statutory requirements.

(6) Ratification of payment of remuneration to M/s.Geeyes & Co., Cost auditors of the Company

The approval of shareholders - for payment of Rs 300,000 (FY15), Rs 350,000 (FY16), and Rs 400,000 (FY17) as remuneration to Geeyes & Co as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013

(7) Creation of create charge by way of mortgage, hypothecation, lien on properties of the company

Ramco’s shareholders had approved its proposal to borrow upto Rs 50 bn in the AGM held in July 2014 . The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company.

The issuance of these Rs.5 bn debentures will be carved out of the borrowing limits of the company. Ramco’s bank facilities are rated ‘ICRA AA/Stable/ICRA A1+’, which denotes the high degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risks

Techno Electric & Engineering

Company limited

(1) Adoption of Balance Sheet, Statement of Profit & Loss, Report of Auditors and Board of Directors for the year ended 31st March, 2015

(2) Confirmation of payment of Interim Dividend and declaration of Final Dividend

(3) Appointment of a Director in place of Mr. Ankit Saraiya as Director who is a non-executive Director and retires by rotation and being eligible, seeks re-appointment


(4) Ratification of appointment of M/s. S. S. Kothari & Co., Chartered Accountants as Statutory Auditors


(5) Appointment of Ms. Avantika Gupta as Director liable to retirement by rotation




(8) Approval of payment of remuneration to Saibal Sekhar Kundu, Cost Auditor of the Company


Gateway Distriparks Limited

(1) Adoption of Annual Accounts for the year ended 31st March 2015


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61 07 August 2015 TIL Limited AGM Management For For As there is no qualification from Auditors.

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Gateway Distriparks Limited

(3) Appointment of M/s. Price Waterhouse as Auditors of the company and fixation of their remuneration


(4) Re-appointment of Mr. Ishaan Gupta, who retires by rotation.


Mahindra & Mahindra Limited

(1) (a) Adoption of the Audited Statements of Accounts and (b) Audited Financial Statements of the Company for the FY ended 31.3.2015 and the Reports of the Directors and Auditors thereon


(2) Declaration of Dividend. As it is paid after the growth requirements of the company

(3) Appointment of a Director in place of Mr. Anand G. Mahindra who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Ratification of appointment of M/s. Deloitte Haskins & Sells as Auditors of the Company and their remuneration


(5) Ratification of remuneration payable to M/s N. I. Mehta & Co. Cost Auditors



(7) Creation of security on properties of the company As per the information and explanation provided by the company




(1) Adoption of the Audited Financial Statements for the year ended on 31st March 2015 together with the Reports of the Directors and the Auditors thereon.(2) Appointment of a Director in place of Mr. S. Mazumder who retires by rotation and, being eligible, offers himself for re-appointment.

As there is no qualification and the appointment is in line with the statutory requirements

(3) Appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors of the Company and fixing their remuneration


(4) Fixation of remuneration of M/s. D. Radhakrishnan & Co., Cost Auditor of the Company


(5) Appointment of Ms. Veena Hingarh as a Non – Executive Independent Director of the Company


(6) Creation of charge/mortgage on properties of the company


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62 08 August 2015 Postal Ballot Management For For Required for Issuing bonus shares

Management (2) Approval for Issue of Bonus shares For For Recapitalization of Reserves. Good for shareholders



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Divi’s Laboratories Limited

(1) Increase in Authorised Share Capital of the company and consequent alteration of Capital Clause of Memorandum of Association

Banco Products (India) Limited

(1) Adoption of Standalone and Consolidated Financial Statements for the Financial year ended 31.03.2015



(3) Appointment of a director in place of Mr. Samir Patel, who retires by rotation and being eligible, offers himself for re-appointment


(4) Ratification of appointment of M/s. Manubhai & Shah as the Statutory Auditor of the company


(5) Appointment of Mr. Devesh Pathak as a non-executive independent director


(6) Appointment of Mr. Udayan Patel as a non-executive independent director


(7) Appointment and payment of remuneration to Mrs. Himali Patel, Whole-time Director and CFO


Mangalore Refinery and Petrochemicals

Limited

(1) Adoption of the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2015, together with the Board’s Report and Auditor’s Report thereon and comments of the Comptroller & Auditor General of India


(2) Appointment of a Director in place of Shri Vishnu Agrawal who retires by rotation and being eligible, offers himself for re-appointment

Vishnu Agrawal is Director (Finance) of MRPL. His reappointment is in line with the statutory requirements.

(3) Fixation of the remuneration of the Joint Statutory Auditors of the Company

The joint statutory auditors of the company are appointed by the Comptroller and Auditor General of India. The company proposes to authorize the board to fix the remuneration for such auditors for FY16. In FY15, the total remuneration paid to the joint statutory auditors was Rs.4.7 mn.

(4) Appointment of M. Venkatesh as a Director of the Company

M Venkatesh is Director (Refinery) of MRPL. His appointment is in line with the statutory requirements.

(5) Appointment of Shri Nalin Kumar Srivastava as a Director of the Company, liable to retire by rotation

Nalin Kumar Srivastava is Deputy Secretary, Ministry of Petroleum & Natural Gas (MoP&NG). His appointment is in line with the statutory requirements.

(6) Appointment of Smt. Perin Devi as a Director of the Company, liable to retire by rotation

Ms. Perin Devi is Director, Ministry of Petroleum & Natural Gas. Her appointment is in line with the statutory requirements.


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Mangalore Refinery and Petrochemicals

Limited

(7) Ratification of Remuneration to M/s Bandyopadhyaya Bhaumik & Co, Cost Auditors

The remuneration of Rs.164,980 paid to the cost auditor in FY15 is reasonable compared to the size and scale of operations.

(8) Enhancing the Borrowing powers of Board of Directors

MRPL needs to raise funds (and accordingly increase its borrowing limit) to support its over Rs.80 bn planned capex. The company has a credit rating of ICRA AAA/Stable/ICRA A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. Further, MRPL’s risk profile is significantly strengthened by the operational/financial support that it receives from its parent company – Oil and Natural Gas Corporation (ONGC).

(9) Creation of Charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings

The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and lower interest rates.

Salzer Electronics Limited

(1) Adoption of Audited Financial Statements for the year ended March 31, 2015

(3) Appointment of a Director in place of Shri R Dhamodaraswamy who retires by rotation and being eligible has offered himself for re-appointment


(4) Appointment of a Director in place of Shri Kantilal Vajeshakar Vakharia, who retires by rotation and being eligible has offered himself for re-appointment


(5) Ratification of the appointment of M/s. Swamy & Ravi as Statutory Auditor of the company


(6) Appointment of Dr. Mrs.Thilagam Rajeshkumar as an Non Executive Director, liable to retire by rotation


(7) Reappointment of Shri.L.Venkatapathy as an Independent Director.


(8) Reappointment of Shri. Howard Michael Gladstone as an Independent Director.


(9)Adoption of New Set of Articles of Association of the Company


(10) Approving the office of Joint Managing Director & Chief Financial Officer Shri D Rajesh Kumar, subjected to determination by retirement of Director by rotation


(11) Approving the office of Whole Time Director (Marketing) Shri P Ramachandran, subjected to determination by retirement of Director by rotation


(12) Approving the office of Director (Corporate Affairs) Shri. S Baskarasubramanian, subjected to determination by retirement of Director by rotation



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67 10 August 2015 Postal Ballot Management (1) Increase in borrowing powers of the Company For For

Indian Hotels Company Limited

(1) Adoption of:a. the audited Financial Statements of the Company for the year ended March 31, 2015, the Reports of the Directors and the Auditors thereon; andb) the audited Consolidated Financial Statements of the Company for the year ended March 31, 2015, and the Report of the Auditors thereon


(2) Appointment of Director in the place of Mr. Shapoor Mistry who retires by rotation and being eligible, offers himself for reappointment


(3) Ratification of appointment of Deloitte Haskins & Sells LLP as Statutory Auditors of the Company and fixing their remuneration


(4) Appointment of Ms. Vibha Paul Rishi as an Independent Director of the Company


(5) Appointment of Mr. Gautam Banerjee as an Independent Director of the Company.


The company has sought shareholders' approval through a Special resolution regarding increase in borrowing limits u/s 180(1)(c) of the Companies Act, 2013 in the last AGM held on 27th August, 2014. However, it did not seek approval for creation of charge under Section 180(1)(a) of the Companies Act, 2013. It was necessary for every Company to pass resolution regarding creation of charge under Section 180(1)(a) of the Companies Act, 2013 before 12th September, 2014. So the Company is technically non-compliant under the Section 180(1)(a) of the Companies Act, 2013 since, September, 2014. However, the Company is trying to be compliant with the mentioned section of the Companies Act, 2013 and this is an enabling resolution

IL&FS Transportation Networks Limited

On 31 March 2015, ITNL’s current outstanding debt aggregated Rs.54.9 bn on a standalone basis. The company’s credit protection measures are moderate, which is reflected in a debt/EBITDA of 9.6x and interest coverage ratio of 1.3x on a consolidated basis. The Company has stated that it wants to increase its borrowing limits to invest in recently awarded and future projects and for meeting its working capital needs. As of 30 June 2015, the Company had approximately 35 projects in the pipeline with various project awarding authorities aggregating to 3,208 kms, which are under various stages of bidding. The aggregate cost of all 35 projects is Rs. 407.0 bn.


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70 12 August 2015 Timken India Limited AGM Management For For

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Solar Industries India Limited

(1) Amendment(s) to Memorandum Of Association of the company

In order to align the existing MoA with the Companies Act 2013, the company is proposing to delete the ‘Other Objects’ clause in the MoA. The amendment helps the company comply with the regulatory requirements.

(2) Adoption of new set of Articles Of Association of company

With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles.

Hathway Cable & Datacom Limited

(1) Adoption of audited Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report for the financial year ended 31st March 2015.


(2) Appointment of a Director in place of Mr. Viren Raheja liable to retire by rotation and being eligible seeks reappointment.


(3) Appointment of a Director in place of Mr. Vinayak Aggarwal, liable to retire by rotation and being eligible seeks reappointment.


(4) Appointment of a Director in place of Mr. Biswajit Subramanian, liable to retire by rotation and being eligible seeks reappointment.


(5) Ratification of the appointment of M/s. G. M. Kapadia & Co., Chartered Accountants as Auditors of the Company.


(6) Appointment of Ms. Ameeta Parpia as an Independent Director


(7) Appointment of M/s. Ashok Agarwal & Co. as Cost Auditors of the Company


(1) Adoption of the statement of Profit and Loss for the year ended 31 March, 2015, Balance Sheet as on that date, reports of the Directors and Auditors

As the accounts are audited by independent statutory auditors and they have not qualified the accounts

(2) Declaration and confirmation of the interim dividend as final dividend

As the dividend paid is after taking capex plans of the company

(3) Appointment of Director in the place of Mr. R Ramesh who retires by rotation and being eligible, offers himself for reappointment


(4) Ratification of appointment ofS. R. Batliboi & Co. LLP as Statutory Auditors of the Company and fixing their remuneration


(5) Appointment of Mrs. Rupa Mahanty as an Independent Director of the Company


(6) Appointment of Mr. Ajay K Das a Director of the Company, liable to retire by rotation


(7) Modification in the terms of appointment of Mr. Sanjay Koul, Chairman and Managing Director of the Company



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(8) Ratification of remuneration payable to M/s. Shome and Banerjee, the cost auditors of the Company


(9) Approval for Material transactions with Related Party – The Timken Company

Timken India seeks approval of related party transactions upto Rs. 1750 mn with Timken Company per financial year: Timken Company USA is the ultimate holding company. In FY15, the transactions aggregated Rs.1.07 bn, which was 11.4% of FY15 revenues. The transactions are in the normal course of business and on an arm’s length basis

(10) Approval for Material transactions with Related Party – The Timken Company

Timken India seeks approval of related party transactions upto Rs. 5.0 bn with The Timken Corporation, USA per financial year: Timken Corporation is a fellow subsidiary. For FY15 the transactions aggregated to Rs. 2.42 bn this was 25.9% of FY15 revenues. The transactions are in the normal course of business and on an arm’s length basis.

(11) Approval for Material transactions with Related Party – The Timken Engineering & Research India Pvt. Ltd

Timken India seeks approval of related party transactions upto Rs. 3.0 bn with Timken Engineering and Research India Pvt. Ltd per financial year. For FY15 the transactions aggregated to Rs. 1.49 bn; this was 15.9% of FY15 revenues. The transactions are in the normal course of business and on an arm’s length basis.

(1) Adoption of (a) the Audited Statements of Accounts together with the Reports of the Directors and the Auditors thereon and (b) Audited Consolidated Financial Statements of the Company for the FY ended 31.3.2015


(2) Appointment of a Director in place of Mr Satish Borwankar who retires by rotation and being eligible, offers himself for re-appointment


(3) Ratification of appointment of Deloitte Haskins & Sells LLP as the Auditors of the Company


(4) Payment of remuneration to the M/s Mani & Co., Cost Auditors of the company


(5) Offer or invite for Subscription of Non-Convertible Debentures on private placement basis


Akzo Nobel India Limited

(1) Adoption of audited financial statements for the year ended 31 March 2015 and the Reports of the Directors and Auditors thereon


As the dividend paid is after taking capex plans and profits of the company


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Akzo Nobel India Limited

(3) Appointment of a Director in place Mr Amit Jain who retires by rotation and being eligible, offers himself for reappointment


(4) Appointment of M/s B S R & Associates LLP as Auditors for the year 2015-16 and fixation of remuneration


(5) Appointment of Mr. R Gopalakrishnan as an Independent Director of the Company


(6) Appointment of Mr. Arvind Uppal as an Independent Director of the Company


(7) Appointment of Ms. Renu S Karnad as an Independent Director of the Company


(8) Appointment of Ms. Kimsuka Narasimhan as an Independent Director of the Company


(9) Ratification of remuneration to M/s Chandra Wadhwa & Co., Cost Auditors



(1) Adoption of the Balance Sheet as at March 31, 2015 and the Profit and Loss Account for the year ended on that date together with the Reports of the Directors and Auditors thereon

(3) Appointment of M/s Price Waterhouse Chartered Accountants LLP as the Statutory Auditors and fixing their remuneration

As per information and explanation provided by the company. No concern has been identified on the auditors.

(4) Re-appointment of Mr. R. Seshasayee as Part-time Non-executive Chairman of the Bank


(5) Re-appointment of Mr. Romesh Sobti as Managing Director & CEO

As per information and explanation provided by the company. There has been no concern regarding the profile or performance of Romesh Sobti

(6) Re-appointment of Mrs. Kanchan Chitale as Independent Director

As per information and explanation provided by the company. There has been no concern regarding the profile or performance of Kanchan Chitale

(7) Re-appointment of Mr. Vijay Vaid as Independent Director

As per information and explanation provided by the company. There has been no concern regarding the profile or performance of Vijay Vaid

(8) Appointment of Mr. T. Anantha Narayanan as Independent Director

As per information and explanation provided by the company. There has been no concern regarding the profile of Mr Narayanan.

(9) Appointment of Mr. Ranbir Singh Butola as Independent Director

As per information and explanation provided by the company. There has been no concern regarding the profile of Mr Butola.

(10) Appointment of Mr. Yashodhan M. Kale as Non-executive Director


(11) Increase in the Authorized Share Capital and alteration of the Capital Clause of the Memorandum of Association of the Bank


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Management (2) Declaration of Dividend For For As the bank has sufficient cash to pay dividend.Management For For


(12) Alteration of Article 4 of the Articles of Association of the Bank

To increase the authorized share capital, articles of association has to be altered.

For growth purpose of the bank. No concern has been identified.

(14) Issue of Long Term Bonds / Non-Convertible Debentures on Private Placement basis.

As the bonds are not converted into equity shares, the issue will not have an impact on shareholders.

LIC Housing Finance Limited

(1) Adoption of (a) the audited financial statement of the company for the FY ended March 31, 2015 together with the Reports of the Board of Directors and Auditors thereon and(b) the audited consolidated financial statement of the company for the FY ended March 31, 2015 together with the Report of the Auditors thereon

(3) Appointment of a director in place of Shri S. B. Mainak, who is liable to retire by rotation and, being eligible, offers himself for re-appointment

As per information and explanation provided by the company.SB Mainak is the MD of LIC of India. His re appointment meets all statutory requirements.

(4) Appointment of Messrs Chokshi & Chokshi, LLP and Messrs Shah Gupta & Co. as Joint Statutory Auditors

As per information and explanation provided by the company and the performance of the auditors have been fairly stable.

(5) Entering into an agreement / transaction with related party / parties upto Rs.4,000 crore for one year from the date of the this meeting

As the transaction entered into is in ordinary course of business.

(6) Issue of Redeemable Non-Convertible Debentures on private placement basis

Securities to be issued are non convertible in nature and therefore interest of shareholders will not be impacted.

(7) Appointment of Dr. Dharmendra Bhandari as an independent Director of the Company


(8) Appointment of Shri Debabrata Sarkar as an Independent Director of the Company


(9) Appointment of Shri V. K. Kukreja as an Independent Director of the Company


City Union Bank Limited

(1) Adoption of the Audited Balance Sheet as at 31st March, 2015 and the Profit & Loss Account for the year ended on that date and the Reports of Directors and Auditors thereon

(3) Re-election of Justice (Retd.) S.R. Singharavelu as Non-Independent Non-Executive Director, liable to retire by rotation.

As his reappointment is in line with all the statutory requirements.


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76 24 August 2015 NCC Limited AGM Management For For As there is no qualification from Auditors.


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City Union Bank Limited

(4) Re-appointment of M/s. P. Chandrasekar, Chartered Accountants as the Statutory Central Auditors of the Bank and fixing of remuneration

P Chandrasekar were appointed as auditors of the bank in FY13. Their re appointment is in line with all statutory requirements.

(5) Approval for appointment of Branch Auditors and fixing their remuneration

The bank proposes to appoint a branch auditor to audit the bank’s branches/offices that are not audited by the central statutory auditors.

(6) Appointment of Smt. CA. Abarna Bhaskar as Independent Non- Executive Director

Abarna Bhaskar is a Chartered Accountant by profession with a practical experience in bank audits. Her appointment is in line with all the statutory requirements.

This is an enabling resolution which will be used judiciously at appropriate time depending upon the need and opportunity available. The funds will be used for continued growth and to facilitate the additional capital requirements under Basel III norms.

(1) Adoption of :(a) the audited financial statements of the company for the financial year ended 31st March, 2015 together with the reports of the Board of Directors and the auditors thereon(b) the audited consolidated financial statements of the company for the financial year ended 31st March, 2015 together with the report of the Auditors thereon.

(3) Appointment of a Director in place Sri A G K Raju who retires by rotation and being eligible, offers himself for reappointment

A G K Raju (56) is the one of the five executive promoter directors on the Board of NCC. He has attended 71% (5 of 7) of the board meetings in FY15 and 88% (15 of 17) of the board meetings held over the past three years. His appointment is in line with all the statutory requirements.

(4) Appointment of a Director in place Sri A S N Raju, who retires by rotation and being eligible, offers himself for reappointment

A S N Raju (57) is the one of the five executive promoter directors on the Board of NCC. He has attended 100% of the board meetings in FY15 and 88% (15 of 17) of the board meetings held over the past three years. His appointment is in line with all the statutory requirements.

(5) Re-appointment of M/s. M Bhaskara Rao & Co., and M/s.Deloitte Haskins and Sells as Joint Statutory Auditors and fixing their remuneration


(6) Appointment of Sri.Neeraj Mohan as a Director of the Company not liable to retire by rotation

Neeraj Mohan is the Executive Director, Private Equity, Blackstone Group. He is the nominee of major shareholder Blackstone on the Board of NCC.


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(7) Payment of remuneration to M/s.Vajralingam & Co, Cost Accountants of the company

As per Section 148 of Companies Act 2013, the remuneration of Rs. 140,000 paid to cost auditors for FY15 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

(8) Cancelation of the Un-subscribed portion of the Issued Capital of the Company

Pursuant to the approval given by the shareholders at the EGM held in November 2004, NCC had undertaken a preferential issue of equity shares where it sought to allot3,000,000 equity shares (then bearing face value of Rs 10 each) to select investors.However, two of such investors - ASK Securities Pvt. Ltd. and ASK Equity Research Pvt.Ltd., could not be allotted the 50,000 Equity Shares of Rs 10 each originally allocated to them, as they had undertaken a sale of equity shares of the Company during a period of six months prior to the relevant date, and therefore, rendered themselves ineligible for allotment of shares in the said Preferential issue, in terms of relevant provisions of the SEBI (DIP) Guidelines, 2000.


(1) Adoption of:(a) Audited Financial Statement, Reports of the Board of Directors and Auditors and (b) Consolidated Financial Statement

(2) Confirm the Payment of Interim Dividend as Final Dividend on Preference Shares

(4) Appointment of a director in place of Mr. Vibhav Kapoor, who retires by rotation and being eligible offers himself for re-appointment

Vibhav Kapoor is the Group Chief Investment Officer of IL&FS Ltd. He attended 66.7% of the board meetings held in FY15 and 82% of the board meetings held over the past three years.

(5) Appointment of a director in place of Mr. Pradeep Puri who retires by rotation and being eligible offers himself for re-appointment

Pradeep Puri is a retired IAS officer. His reappointment is in line with all the statutory requirements.

(6) Ratification of the appointment of Deloitte Haskins & Sells LLP, as Statutory Auditors for FY 2015-16 and fixation of their remuneration



ITNL has been paying commission of about 0.5% to non-executive directors in the past, Which is in line with industry.


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(8) Approval of remuneration payable to Mr. Dattatray Chivilkar, Cost Auditor for FY 2014-15

The approval of shareholders - for payment of Rs. 200,000 (excluding service tax and reimbursement of actual travel and out of pocket expenses) as remuneration to Dattatray Chivilkar as cost auditor of the company in FY15- is sought in order to ensure compliance with Section 148 the Companies Act 2013

(9) Approval of remuneration payable to Mr. Dattatray Chivilkar, Cost Auditor for FY 2015-16

The approval of shareholders - for payment of Rs. 200,000 (excluding service tax and reimbursement of actual travel and out of pocket expenses) as remuneration to Dattatray Chivilkar as cost auditor of the company in FY16- is sought in order to ensure compliance with Section 148 the Companies Act 2013.

(10) Adoption of new set of Articles of Association of the Company


ITNL proposes to have flexibility to infuse additional capital, to tap capital markets and to raise additional long term resources. Therefore the company seeks to issue securities in both domestic and international capital market to meet its working capital needs, augment long term finances and to pre-pay/repay debt. This is an enabling resolution that gives powers to the board for a year to raise funds after determining the form and terms of issuance, number of securities to be issued at each tranche, issue price, face value and discount on securities. The company will price the securities as per the SEBI (ICDR) guidelines. In case the company shall raise the entire Rs.10.0 bn through QIP issue, at the current market price of Rs.147.1 the company would have to issue ~68 mn shares: this would result in an equity dilution of 21.6% on the post issuance share capital of the company.

(12) Approval of existing Material Related Party Transactions

ITNL has 39 related parties. It seeks ratification for transactions undertaken in FY15 with seven related parties. The aggregate value of these transaction is Rs.89.4bn and they largely relate to Contracts for development and construction of roads and Contracts for Operation & Maintenenace work. Given the nature of business, ITNL will need to undertake transactions with its project SPVs, which are related parties.


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(13) Approval for entering into Transactions / Contracts / Arrangements with related parties

Given the nature of business, ITNL will need to support its project SPVs.

(1) Adoption of (a) the audited financial statement of the company for the FY ended March 31, 2015, the Reports of the Board of Directors and Auditors thereon and(b) the audited consolidated financial statement of the company for the FY ended March 31, 2015 and the Report of the Auditors thereon



(3) Appointment of a director in place of Mr. Subhanu Saxena, who is liable to retire by rotation and, being eligible, offers himself for re-appointment


(4) Re-appointment of M/s. V Sankar Aiyar & M/s. RGN Price & Co. as Joint Statutory Auditors


(5) Appointment of Ms. Samina Vaziralli as a Director of the Company liable to retire by rotation


(6) Ratification of the appointment of Ms. Samina Vaziralli as a Whole-time Director of the Company designated as ‘Executive Director’


(7) Approval of remuneration payable to Mr. D H Zaveri, Cost Auditor of the company


Century Plyboards (India) Limited

(1) Adoption of Financial Statements of the Company for the financial year ended 31st March, 2015, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors.


(2) Confirmation of the payment of Interim Dividend and declaration of final dividend on Equity Shares

As the dividends is paid out from the profits of the company.

(3) Appointment of a director in place of Sri Hari Prasad Agarwal, who retires by rotation and being eligible offers himself for re-appointment


(4) Ratification of the appointment of M/s. Singhi & Co as Statutory auditors of the Company and fixation of their remuneration


Take Solutions Limited

(1) Adoption of:(a) The Audited Financial Statements of the Company for the Financial Year ended March 31, 2015 together with the Reports of the Board of Directors and Auditor's thereon and (b) The Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2015 together with the Reports of the Auditor's thereon



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Take Solutions Limited

(2) Confirmation of the payment of two Interim Dividends and declaration of Final Dividend


(3) Appointment of a director in place of Mr. S. Srinivasan, who retires by rotation and being eligible offers himself for re-appointment


(4) Ratification of the appointment of M/s. Sundar Srini & Sridhar, as Statutory Auditors


(5) Appointment of Ms. Uma Ratnam Krishnan as an Independent Director


(6) Realignment of Articles of Association in terms of Companies Act, 2013


Issue of securities will enable the company to supplement its funding needs and to meet its cost of acquisition

(1) Adoption of Financial Statements for the fifteen months period from January 01, 2014 to March 31, 2015



(3) Appointment of a director in place of Dr. Steffen Berns, who is liable to retire by rotation and, being eligible, offers himself for re-appointment


(4) Appointment of Price Waterhouse & Co Bangalore LLP as Auditors


(5) Appointment of Dr. Andreas Wolf as a Whole-time Director of the Company


(6) Revision in remuneration of Mr. Soumitra Bhattacharya, Joint Managing Director


(7) Ratification of remuneration payable to M/s. Rao, Murthy & Associates, Cost Auditors


(8) Payment of Commission to Non-Executive Directors /Independent Directors



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Management (2) Declaration of Dividend on Equity Shares For For As the company has sufficient cash to pay dividend.

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(9) Approval of Related Party Transactions with Robert Bosch GmbH, Holding Company

Bosch is the listed arm of Robert Bosch GmbH, Germany (RB GmbH) India. Bosch being a part of the German conglomerate, has exclusive / sole rights to carry out the Group's business within India and has access to Group's products, solutions, technologies and the "Bosch" brand. As a part of its regular business, the Company’s transactions withthe parent involve purchase of raw materials, components, trade goods, assets and services, sale of products and services, royalty payments, transfer of technology and know-how etc. on an arm's length basis Transactions with RB GmBH resulted in an income of Rs 5.8 bn and expenditure of Rs 14.2 bn in the 15 months ended 31 March15. Transactions that were done in 15 months ended 31 March 15, were ~27.3% of the networth of Bosch. We understands that with the introduction of the Bharat Stage IV and Stage V emission norms, Bosch envisages an increased imports (technology, fixed assets, raw materials, and finished goods in the initial years)till its manufacturing line (to comply with the new emission norms) in India is set up. Thus, Bosch seeks approval from shareholders (under Clause 49 (VII) of the Listing Agreement) for transactions with RB GmBH for a higher annual limit of Rs 50.0 bn. The company also confirms that the transactions are in ordinary course of business and on an arm’s length basis.

UltraTech Cement Limited

(1) Adoption of Audited Financial Statement (including audited Consolidated Financial Statements) for the FY ended 31.03.2015, the Reports of the Board of Directors and Auditors

As there is no qualification from Auditors.

(3) Appointment of a director in place of Mr. Kumar Mangalam Birla, who retires by rotation and being eligible offers himself for re-appointment

Kumar Mangalam Birla is the Promoter Chairman (Non-Executive) of the company. His reappointment is in line with all the statutory requirements.

(4) Appointment of BSR & Co. LLP as Joint Statutory Auditors of the Company

Ultratech proposes to appoint BSR & Co LLP as its joint statutory auditors, in place of Deloitte Haskins & Sells, the company’s previous joint statutory auditors. The appointment is in line with all the statutory requirements.

(5) Re- appointment of M/s. G. P. Kapadia & Co, as Joint Statutory Auditors of the Company


(6) Ratification of the remuneration payable to M/s. N. I. Mehta & Co. and M/s. N. D. Birla & Co., Cost auditors of the Company

The approval of shareholders - for payment of Rs 770,000 as remuneration to NI Mehta & Co and Rs 825,000 to ND Birla & Co as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013


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(7) Appointment of Mrs. Sukanya Kripalu as an Independent Director of the Company

Sukanya Kripalu is a Marketing Consultant and serves as a Director at Sukanya Consulting. She was the CEO of Quadra Advisory. Her appointment is in line with all the statutory requirements

(8) Appointment of Mrs. Renuka Ramnath as an Independent Director of the Company

Renuka Ramnath is the founder of Multiples, an investment advisory firm. Prior to that, she was MD & CEO of ICICI Venture for a period of 10 years. Her appointment is in line with all the statutory requirements.

(9) Re-designation of Mr. O. P. Puranmalka as the Managing Director of the Company

Mr. O P Puranmalka, Whole-time Director has been re-designated as Managing Director of the company with effect from 1 September 2014.

(10) Re-appointment and remuneration of Mr. O. P. Puranmalka as the Managing Director of the Company

Based on the disclosures and assumptions, he will be paid a total remuneration of Rs 81.9 mn. He was paid a total remuneration of Rs 74.2 mn (-including performance linked incentive of Rs 18.4 mn), OP Puranmalka’s remuneration is commensurate with the size and performance of the company.

(11) Appointment of Mr. Dilip Gaur as a Director of the Company

Dilip Gaur joined the Aditya Birla Group in November 2004 as the Country Head and President for the Group’s Businesses in Malaysia. Prior to joining the Aditya Birla Group, he had been with Hindustan Lever for over 24 years. His appointment is in line with all the statutory requirements.

(12) Appointment and remuneration of Mr. Dilip Gaur as the Whole-time Director (designated as Deputy Managing Director) of the Company.

Based on the disclosures and assumptions, he will be paid a total remuneration of Rs 48.0 mn, Dilip Gaur’s proposed remuneration is comparable to peers in similar-sized companies and in the industry

(13) Issue of Non-convertible Redeemable Debentures on private placement basis

Ultratech’s debt programmes are rated CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety with regard to timely servicing of financial obligations. Ultratech proposes to issue non-convertible debentures upto Rs.90 bn to fulfill its funding requirements.

Hero MotoCorp Limited

(1) Adoption of Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2015, and the reports of the Board of Directors and Auditor’s thereon


(2) Confirmation of Interim Dividend and Declaration of Final Dividend on Equity Shares


(3) Appointment of a director in place of Mr. Suman Kant Munjal, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.



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Hero MotoCorp Limited

(4) Ratification of the appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors and fixing their Remuneration


(5) Appointment of Ms. Shobana Kamineni as an Independent Director


(6) Amendment to Memorandum of Association of the Company


(7) Adoption of new set of Articles in accordance with Act


(8) Remuneration to Non –Executive & Independent Directors by way of Commission


Divi’s Laboratories Limited

(1) Adoption of audited financial statements, including audited consolidated financial statements, for the financial year ended 31st March, 2015 and the reports of the Directors and Auditors thereon.


(2) Confirmation of the payment of Interim Dividend and declaration of final dividend on Equity Shares


(3) Appointment of a director in place of Mr. N V Ramana, who retires by rotation and being eligible offers himself for re-appointment


(4) Ratification of the appointment of M/s. P.V.R.K. Nageswara Rao & Co. as Statutory auditors of the Company and fixation of their remuneration


Whirlpool of India Limited

(1) Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the financial year ended March 31, 2015.


(2) Appointment of a director in place of Mr. Vikas Singhal, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.


(3) Ratification of Appoint M/s S. R. Batliboi & Co. LLP, as Auditors of the Company


(4) Re-appointment of Mr. Arvind Uppal as Chairman & Executive Director


(5) Re-appointment of Mr. Anil Berera as Executive Director & CFO


(6) Re-appointment of Mr. Vikas Singhal as Whole Time Director


(7) Appointment of Mr. Sunil Alaric D’Souza as Director


(8) Appointment of Mr. Sunil Alaric D’Souza as Managing Director


(9) Ratification of remuneration of M/s R. J. Goel & Co. as Cost auditors for FY 2015-16

Remuneration of Rs. 300,000 to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.


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Jubilant FoodWorks Limited

(1) Adoption of : a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon; and b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015 and the Report of the Auditors thereon.


Company has made good profits and dividend is paid post capex requirements

(3) Appointment of a director in place of Mr. Shyam S. Bhartia, who is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Shyam S Bhartia is the Chairperson of the Company. His reappointment is in line with all statutory requirements.

(4) Appointment of M/s S. R. Batliboi & Co LLP as Auditors of the company and fixation of remuneration


(5) Re-appointment of Mr. Ajay Kaul as Whole time Director

He is responsible for the strategic planning of the Company. The Company proposes to extend his term and reappoint him as CEO for five years effective March 2015. He is likely to be paid a total remuneration of Rs.32.8 mn. His remuneration is commensurate with the performance of the company and in line with his peers.

(6) Modification of the JFL Employees Stock Option Scheme 2011

The modifications are proposed to comply with the requirements of SEBI’s (Share Based Employee Benefits) Regulations, 2014.

(7) Implementation of the ESOP Scheme 2011 through JFL Employees Welfare Trust

The JFL Employees Stock Option Scheme 2011 will be administered by the JFL Employees Welfare Trust. The loan will be used by the trust to acquire shares from the secondary market to issue shares upto exercise of stock options. The trust route to employee stock options does not result in minority shareholders’ stake dilution.

(8) Authorization to the ESOP Trust for Secondary Acquisition

The Company proposes to empower the JFL Employee Welfare Trust (Trust) to acquire shares upto 5% of the paid up share capital from the secondary market. The shares acquired will be transferred to employees upon exercise of stock options. The trust route to employee stock options does not result in minority shareholders’ stake dilution.


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Jubilant FoodWorks Limited

(9) Grant of stock options to the employees of holding, subsidiary and/or associate company(ies) under the ESOP Scheme 2011

Under ESOS 2011, the Company is eligible to grant 2.5 mn stock options. The exercise price of the stock options is the share price prior to the meeting of Compensation and Remuneration Committee for the grant of stock options. The Company seeks to grant the stock options under the scheme to the employees of holding, subsidiary and associate companies.

Maruti Suzuki India Limited

(1) Adoption of the financial statements of the Company for the year ended 31st March 2015 including the audited Balance Sheet, the statement of Profit and Loss and the reports of the Board of Directors and Auditors thereon.



(3) Appointment of a director in place of Mr. Toshiaki Hasuike, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of a director in place of Mr. Kinji Saito, who retires by rotation and, being eligible, offers himself for re-appointment.


(5) Re-appointment of M/s Price Waterhouse as Auditors of the Company


(6) Appointment of Mr. Toshihiro Suzuki as a Director liable to retire by rotation


(7) Appointment of Mr. Shigetoshi Torii as a Director liable to retire by rotation


(8) Re-appointment of Mr. Kazuhiko Ayabe as a Whole-time Director designated as Director (Supply Chain)


(9) Ratification of remuneration of M/s R.J.Goel & Co., cost auditors


(10) Increase in shareholding limit for Foreign Institutional Investors, Foreign Portfolio Investors and Qualified Foreign Investors from 24% upto an aggregate limit of 40% of the paid-up equity share capital of the Company


Container Corporation of India

Limited

(1) Adoption of Financial Statements (Standalone and Consolidated) of the Company for the year ended 31st March, 2015, including Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss for the year ended on that date and the Reports of Board of Directors and Auditors thereon

(2) Confirmation of payment of interim dividend and declaration of final Dividend


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Container Corporation of India

Limited

(3) Appointment of a director in place of Shri Anil Kumar Gupta, Chairman & Managing Director who retires by rotation and, being eligible, offers himself for re-appointment.

Anil Gupta is the Chairman and Managing Director of the Company. He is an IRTS officer of 1982 batch and has worked with Indian Railways at senior positions, prior to joining CONCOR. His reappointment is in line with all the statutory requirements.

(4) Appointment of a director in place of Dr. P. Alli Rani, Director (Finance) who retires by rotation and, being eligible, offers himself for re-appointment.

P Alli Rani, Director (Finance), began her career with the Indian Economic Service (IES), a specialized cadre of the Government of India. Subsequently, she joined the Indian Railway Accounts Service in 1986, a specialized cadre for handling the finances of the Indian Railways. Her reappointment is in line with all the statutory requirements.

(5) Appointment of M/s. Kumar Vijay Gupta & Co. as Auditors and fixing their remuneration

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

(6) Appointment of Shri N. Madhusudana Rao as a Director, liable for retire by rotation

N Madhusudana Rao was appointed as a Director Government Nominee) by the Ministry of Railways. He is an officer of the Indian Railway Traffic Service, 1982 batch and joined Indian Railways in 1984. His appointment is in line with all the statutory requirements.

(7) Appointment of Shri V. Kalyana Rama as Director (Projects & Services), liable for retire by rotation

V Kalyana Rama was appointed as Director (Projects & Services) from 3 June 2015. Prior to joining the Board, he was holding the post of Executive Director, South Central Region of CONCOR. He had worked in BHEL, BHPV before joining Indian Railways. His appointment is in line with all the statutory requirements.


Court Convened Meeting

(1) Approval of the Composite Scheme of Arrangement amongst Aditya Birla Nuvo Limited and Madura Garments Lifestyle Retail Company Limited and Pantaloons Fashion & Retail Limited and their respective shareholders and creditors

The demerger is part of the company’s operating strategy, aimed at consolidating similar business lines under one entity

(1) Adoption of (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2015 together with the Reports of the Auditors and the Directors thereon & b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015 together with the Report of the Auditors thereon.


(2) Appointment of a director in place of Mr. P Rajendran, who retires by rotation and, being eligible, offers himself for re-appointment.

P. Rajendran is the Joint Managing Director of NIIT Limited (NIIT). He has been on the board for 25 years. His reappointment is in line with all statutory requirements.


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(3) Ratification of appointment of M/s Price Waterhouse as Statutory Auditors of the Company


(4) Alteration in Authorised Share Capital of the company

The present authorised share capital comprises of equity shares of face value Re.1.0, Rs.2.0, and Rs.10.0. The company proposes to rearrange the authorized share capital so that the equity shares are of the same face value.

(5) Ratification of remuneration of Ramanath Iyer & Co., Cost Auditor

Payment to cost auditors for FY15 aggregated Rs.0.3 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

(6) Appointment of Mr. Vijay K Thadani as Managing Director of the Company

At the last AGM, Vijay K. Thadani was reappointed as CEO and Whole-time Director for a period of five years with effect from 1 April 2014. The Board of Directors recently approved certain changes in the roles of the directors.

Bharat Petroleum Corporation Limited

(1) Adoption of a) the Audited Financial Statement of the Company for the financial year ended 31st March, 2015 (b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2015; and the Reports of the Board of Directors and the Statutory Auditors and the Comments of the Comptroller & Auditor General of India thereon


Company has made good profits and dividend is paid post capex requirements

(3) Appointment of a director in place of Shri K. K. Gupta, who retires by rotation and, being eligible, offers himself for re-appointment.

K.K. Gupta joined BPCL in 1979 and was the head for three business units viz. Lubes, LPG and Retail. His reappointment is in line with all statutory requirements.

(4) Appointment of a director in place of Shri B. K. Datta, who retires by rotation and, being eligible, offers himself for re-appointment.

B.K. Datta joined BPCL in 1979. He was the head of Mumbai refinery and has also headed the Supply Chain Optimisation Function. He was also associated with the Oil Industry and Safety Directorate and Centre for High Technology. His reappointment is in line with all statutory requirements.


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Bharat Petroleum Corporation Limited

(5) Fixation of remuneration of the Statutory Auditors CNK & Associates, LLP and Haribhakti & Co, LLP were appointed as statutory auditors for FY15 by the Comptroller & Auditor General of India (C&AG). The auditors for FY16 will be appointed or reappointed by C&AG. As per Section 142 of the Companies Act, 2013 shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at Rs 3.6 mn, to be shared in case of joint auditors.

(6) Approval of Private Placement of Non-Convertible Bonds /Debentures and/ or Other Debt Securities

The securities issued will be within the overall borrowing limits of the company. However, the company has not disclosed the quantum of NCDs that it plans to issue.

As the transaction is over 10% of consolidated turnover, the company needs to take shareholders’ approval in order to ensure compliance with Clause 49 of listing agreement. The transactions are in the ordinary course of business and at arm’s length.

(8) Appointment of Smt Sushma Taishete as Director liable to retire by rotation

Sushma Taishete is currently Director in Ministry of Petroleum and Natural Gas. She belongs to civil service batch of 1989. Her appointment is in line with all statutory requirements.

(9) Approval of Remuneration of M/s. Rohit & Associates and M/s. Musib & Company, Cost Auditors for the Financial Year 2015-16

The board has approved the appointment of Rohit & Associates (for Refineries, product pipelines etc) and Musib & Company (for Lube oil blending plants etc.) as Cost Auditors for the year ended 31 March 2016 on a total remuneration of Rs 320,000 plus applicable taxes and reimbursement of out of pocket expenses.

Larsen & Toubro Limited

(1) Adoption of financial statements for the year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon and the consolidated financial statements of the Company for the year ended on that date.

(3) Appointment of a director in place of Mr. Sushobhan Sarker, who retires by rotation and, being eligible, offers himself for re-appointment

Sushobhan Sarker is the nominee of Life Insurance Company of India (LIC) on the board. His reappointment is in line with the statutory requirements.

(4) Not to fill vacancy caused by retirement of Mr. M.V. Kotwal

Appointing further directors may make it difficult to achieve consensus on critical issues. It is therefore in the best interests of the company to not fill the ensuing vacancy.


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Larsen & Toubro Limited

(5) Appointment of a director in place of Mr. Shailendra Narain Roy, who retires by rotation and, being eligible, offers himself for re-appointment.

His reappointment is in line with the statutory requirements.

(6) Appointment of a director in place of Mr. R. Shankar Raman, who retires by rotation and, being eligible, offers himself for re-appointment.


(7) Appointment of Mr. Akhilesh Krishna Gupta as an Independent Director


(8) Appointment of Mr. Bahram Navroz Vakil as an Independent Director


(9) Appointment of Mr. Thomas Mathew T as an Independent Director


(10) Appointment of Mr. Ajay Shankar as an Independent Director


(11) Appointment of Mr. Subramanian Sarma as a Director liable to retire by rotation


(12) Payment of commission to Non-Executive Directors

Commission paid to the Non-Executive Directors aggregated Rs.32.2 mn in FY15 (0.06% of standalone net profits), which is commensurate with the size and complexity of the business.

(13) Raising of funds through issue of convertible bonds and/or equity shares to Qualified Institutional Buyers

Based on current market price, the issuance will result in a marginal dilution of 2.1% for existing shareholders. The capital infusion will help L&T fund its growth and expansion plans.

(14) Issue of secured/unsecured redeemable non-convertible /perpetual debentures

As on 31 March 2015, L&T had a standalone debt of Rs.129.4 bn and a stable leverage profile with a debt/equity of 0.3x. At a consolidated level, it has a debt of Rs.905.7 bn, with a debt/equity of 2.2x. It has an outstanding rating of CRISIL AAA/ Stable/CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The proposed NCD issue will be within the overall borrowing limit.

(15) Appointment of M/s. Sharp & Tannan as Statutory Auditors of the Company.


(16) Appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company.

The appointment of Deloitte Haskins & Sells LLP is in line with the statutory requirements.

(17) Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants for the financial year 2014-15.

The remuneration of Rs.800,000 paid to the cost auditor in FY15 is reasonable compared to the size and scale of operations

(18) Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants for the financial year 2015-16.

The remuneration of Rs.1,100,000 proposed to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.


(1) Adoption of Audited Financial Statements for the year ended March 31, 2015 and the Directors and Auditors Report thereon



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Management (2) Declaration of final dividend on Equity Shares For For As the company has sufficient cash to pay dividend.

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(2) Confirmation of payment of interim dividend and declaration of final Dividend for the financial year 2014-15

Solar Industries Limited proposes a final dividend of Rs.9 per equity share for FY15. It has already paid an interim dividend of Rs.8 per equity share. The dividend payout ratio for FY15 is 31.6%.

(3) Appointment of a director in place of Shri Manish Nuwal, who retires by rotation and, being eligible, offers himself for re-appointment.

Manish Nuwal is an Executive Director of the company and was appointed as the Chief Executive Officer in May 2015. He is part of the promoter family. His reappointment is in line with the statutory requirements.

(4) Appointment of M/S Gandhi Rathi & Co. as Auditors and fixing their remuneration


(5) Confirmation of the appointment of Shri Anil Kumar Jain as Executive Director not liable for retire by rotation

Anil Kumar Jain is a B.E. in Chemical Engineering and is responsible for the manufacturing operations of the group. He is being appointed to fill the casual vacancy caused due to the resignation of Kundan Singh Talesra in May 2015. His appointment is in line with the statutory requirements.

(6) Confirmation of appointment Smt. Madhu as a Non Executive Independent Director

Dr. (Ms.) Madhu Vij is a professor of international and corporate finance at Faculty of Management Studies, University of Delhi. She was appointed as an Additional Director on 23 March 2015: the company proposed to appoint her as an Independent Director in the AGM (See Resolution 7). Her appointment is in line with the statutory requirements.

(7) Appointment of Smt Madhu Vij as a Woman Independent Director

Refer to the discussion for resolution 6. Madhu Vij’s appointment is in line with statutory requirements.

(8) Approval of the remuneration payable to M/s. Khanuja Patra & Associates, Cost Auditor

The remuneration of Rs.100,000 proposed to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

Ashoka Buildcon Limited

(1) Adoption of (a) audited financial statements, reports of the Board of Directors and Auditors & (b) Audited Consolidated financial statements

(3) Appointment of a director in place of Shri. Ashok M. Katariya, who retires by rotation and, being eligible, offers himself for re-appointment.

His reappointment is in line with all statutory requirements.

(4) Ratification of appointment of M/s. M P Chitale & Co. as Statutory Auditors

M. P. Chitale & Co. have been auditing the ompany’s accounts since FY07 (nine years) , under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years).


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Ashoka Buildcon Limited

(5) Re-appointment of Mr. Ashok M. Katariya as the Whole-time Director of the Company

His proposed remuneration is in line with remuneration paid to industry peers and commensurate to the size of the company and complexity of the business.

(6) Re-appointment of Mr. Satish D. Parakh as Managing Director of the Company


(7) Re-appointment of Mr. Sanjay Londhe as as the Whole-time Director of the Company


(8) Revision of the remuneration payable to Mr. Milapraj Bhansali as the Whole-time Director of the Company


(9) Ratification and confirmation of remuneration paid to M/s. C Y Associates, Cost Accountants


(10) Consent for material related party transactions / contracts / arrangements entered into by the Company with Related Parties on or before March 31, 2014 and continuing for execution & implementation beyond 31st March 2015

The company seeks shareholder approval for its material related party contracts or agreements as on 17 April 2014 which are likely to continue beyond 31 March 2015. These transactions pertain to road maintenance contracts, guarantees given on behalf of the related parties, and loans given to the related parties. The transactions are in the ordinary course of business and on arm’s length.

Hindustan Petroleum Corporation Limited

(1) Adoption of Audited Financial Statement of the Corporation for the Financial Year ended March 31, 2015 and Reports of the Board of Directors and Auditors thereon


HPCL proposes to pay a dividend of Rs 24.50 per share for FY15 (Rs 15.50 per share in FY14). Aggregate dividend outflow for FY15 is Rs 10 bn, 63.6% higher than the dividend of Rs 6.1 bn paid in FY14.

(3) Appointment of a director in place of Shri K.V. Rao, who retires by rotation and, being eligible, offers himself for re-appointment.

KV Rao is the Whole-time Director (Director–Finance) of HPCL. His reappointment is in line with all the statutory requirements.

(4) Appointment of a director in place of Shri B.K. Namdeo, who retires by rotation and, being eligible, offers himself for re-appointment.

Balraj K Namdeo is the Whole-time Director (Director–Refineries) of HPCL. His reappointment is in line with all the statutory requirements.


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Hindustan Petroleum Corporation Limited

(5) Payment of remuneration of the Statutory Auditors to be appointed by the Comptroller & Auditor General of India for Financial Year 2015-16 and authorizing the Board to fix the remuneration of Statutory Auditors from Financial Year 2016-17 onwards

We observe that the auditors were paid total audit fees of Rs.2.5 mn in FY15 (excluding tax and reimbursements), compared to Rs.2.1 mn in FY14, which is commensurate with the size and complexity of the company.

(6) Appointment of Shri Y.K. Gawali as Director of the Corporation, liable to retire by rotation

Yogesh K Gawali is the former executive director, LPG, HPCL. He has over 32 years of experience in Operations, Engineering & Projects, Logistics, Terminals, and LPG. He was appointed as an additional director wef 10 October 2014 and designated as Director-Marketing of HPCL. His appointment is in line with all the statutory requirements.

(7) Appointment of Shri Sandeep Poundrik as Director of the Corporation, liable to retire by rotation

Sandeep Poundrik is the Joint Secretary, Ministry of Refineries. He is a nominee director of the Government of India. His appointment is in line with all the statutory requirements.

(8) Payment of Remuneration to M/s. R. Nanabhoy & Company & Rohit J. Vora, Cost Auditors for Financial Year 2015-16

The approval of shareholders - for payment of Rs 295,000 as remuneration to R Nanabhoy & Co and Rohit J Vora as cost auditors of the company - is sought in order to ensure compliance with Section 148 the Companies Act 2013.

HPCL confirms that the transactions carried out/to be carried out with HMEL are at arm’s length and in the ordinary course of business.

Power Grid Corporation of India

Limited

(1) Adoption of the Audited Financial Statements (including consolidated financial statements) of the Company for the financial year ended 31st March, 2015, the Report of the Board of Directors and Auditors thereon

(2) Noting of payment of interim dividend and declaration of final dividend

(3) Appointment of a director in place of Shri Ravi P. Singh, who retires by rotation and, being eligible, offers himself for re-appointment.

Ravi P. Singh is Director (Personnel) of PGCL. His reappointment is in line with all the statutory requirements.

(4) Appointment of a director in place of Shri R. P. Sasmal, who retires by rotation and, being eligible, offers himself for re-appointment.

R. P. Sasmal is Director (Operations) of PGCL. His reappointment is in line with all the statutory requirements.

(5) Fixation of remuneration of the Statutory Auditors for the Financial Year 2015-16

The remuneration for these auditors will be fixed by the board. In FY15, the auditors were paid an aggregate remuneration of Rs. 17.2 mn, which is reasonable given the size and scale of operations of PGCL.


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Power Grid Corporation of India

Limited

(6) Ratification of remuneration of M/s. K. G. Goyal & Associates & M/s. R. M. Bansal & Co., Joint Cost Auditors (for Transmission and Telecom business) for the Financial Year 2015-16

The company proposes a remuneration of Rs 110,000 to K. G. Goyal & Associates and Rs 100,000 to R. M. Bansal & Co. as joint cost auditors for FY15-16. The aggregate remuneration of Rs. 210,000 is reasonable compared to the size and scale of operations of PGCL.

The total amount of loans drawn and tied up to be drawn along with those to be tied up, will exceed the existing borrowing limit of Rs 1,300 bn and would be around Rs 1,500 bn. The funds will be used for capex and to extend loans to its project SPVs. The company currently has a debt of Rs. 950 bn, as against a networth of Rs. 381.7 bn. Debt-equity is at 2.5x and debt/EBIDTA at 6.2x. While the leverage ratios are on the higher side, PGCL’s bank facilities are rated CRISIL AAA / Stable/ CRISIL A1+, ICRA AAA/ICRA A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The rating also reflects Government’s equity support and financial guarantees towards the company.

PGCL proposes to enhance its borrowing limit to Rs 1500 bn in Resolution #7. Of this Rs 151.7 bn is earmarked towards raising secured / unsecured, non-convertible, noncumulative, redeemable, taxable/tax-free Bonds under private placement / Term Loans / Term loan in the form of Line of Credit / ECB / FCB / Multilateral funding / Suppliers credit in one or more tranches depending upon the requirement of funds during FY16-17. Of this the company proposes to raise Rs 140 bn through issue of Bonds on a private placement basis.

Indian Oil Corporation Limited

(1) Adoption of audited Standalone as well as Consolidated Financial Statement of the Company for the financial year ended March 31, 2015 together with Reports of the Directors and the Auditors thereon


The total dividend outflow including dividend tax for FY15 is Rs.19.3 bn. This represents a decline of 22% from FY14, due to lower profits in FY15.

(3) Appointment of a director in place of Shri Sanjiv Singh, who retires by rotation and, being eligible, offers himself for re-appointment.

Sanjiv Singh is the Director (Refineries) of IOC Ltd. His reappointment is in line with the statutory requirements.

(4) Appointment of Shri Debasis Sen as Director (Planning & Business Development), liable to retire by rotation

Debasis Sen is the Director (Planning & Business Development) of IOC Ltd. His appointment is in line with the statutory requirements.


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Indian Oil Corporation Limited

(5) Appointment of Shri A. K. Sharma as Director (Finance), liable to retire by rotation

A. K. Sharma is the Director (Finance) of IOC Ltd. His appointment is in line with the statutory requirements.

(6) Appointment of Shri Verghese Cherian as Director (Human Resources), liable to retire by rotation

Verghese Cherian is the Director (Human Resources) of IOC Ltd. His appointment is in line with the statutory requirements.

(7) Appointment of Shri Anish Aggarwal as Director (Pipelines), liable to retire by rotation

Anish Aggarwal is the Director (Pipelines) of IOC Ltd. His appointment is in line with the statutory requirements.

(8) Ratification of the remuneration payable of the Cost Auditors for the financial year ending March 31, 2016

The board has approved the appointment of ten Cost Auditors for the year ended 31 March 2016 on a total remuneration of Rs 1.7 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY16 (unchanged from FY15) is reasonable compared to the size and scale of operations.

(9) Issuance of Debentures on private placement basis

The debentures issued will be within the overall borrowing limits of the company. As on 31 March 2015, the total borrowing of the company on a standalone basis is Rs. 552.5 bn, compared to the overall borrowing limit of Rs. 1,100 bn.

Oil And Natural Gas Corporation Limited

(1) Adoption of the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2015, together with the Board’s Report and the Report of the Auditors’ thereon and Comments of the Comptroller & Auditor General of India


(2) Confirmation of payment of two interim dividend and declaration of final dividend for the Financial Year 2014-15

ONGC proposes a final dividend of Rs.0.5 per equity share for FY15. It has already paid two interim dividends of Rs.4 and Rs.5 per equity share.

(3) Appointment of a director in place of Shri Shashi Shanker, who retires by rotation and, being eligible, offers himself for re-appointment.

Shashi Shanker is the Director (Technology and Field Services) of ONGC Ltd. His reappointment is in line with the statutory requirements.

(4) Fixation of remuneration of the Joint Statutory Auditors for the Financial Year 2015-16

Varma & Varma, Khandelwal Jain & Co, Lodha & Co, Mehra Goel & Co and GD Apte & Co were appointed as joint statutory auditors for FY15 by the Comptroller & Auditor General of India (C&AG). As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. We observe that the auditors were paid total audit fees of Rs.25.0 mn in FY15 (excluding tax and reimbursements), compared to Rs.22.9 mn in FY14, which is commensurate with the size and complexity of the company.


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Oil And Natural Gas Corporation Limited

(5) Appointment of Shri U. P. Singh as a Director of the Company, liable to retire by rotation

U. P. Singh is an IAS Officer and is the Additional Secretary (Exploration), Ministry of Petroleum & Natural Gas. He is a Government Nominee Director. His appointment is in line with the statutory requirements.

(6) Appointment of Shri Ajay Kumar Dwivedi as a Director of the Company, liable to retire by rotation

Ajay Kumar Dwivedi is Director (Exploration) of ONGC Ltd. His appointment is in line with the statutory requirements.

(7) Appointment of Smt. Atreyee Das as a Director of the Company, liable to retire by rotation

Ms. Atreyee Das is from the 1989 batch of Indian Audit and Accounts Service under the C&AG. She is a Government Nominee Director. Her appointment is in line with the statutory requirements.

(8) Appointment of Shri V. P. Mahawar as a Director of the Company designated as Director (Onshore), liable to retire by rotation

V. P. Mahawar is Director (Offshore) of ONGC Ltd. His appointment is in line with the statutory requirements.

(9) Ratification of remuneration of six Joint Cost Auditors

The total remuneration proposed to be paid to the cost auditors in FY16 (unchanged from FY15) is reasonable compared to the size and scale of operations.


(1) Adoption of the Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2015, the Reports of Directors’ and Auditors’ thereon

(3) Appointment of a director in place of Mr. Kumar Mangalam Birla, who retires by rotation and, being eligible, offers himself for re-appointment.

Kumar Mangalam Birla is the chairman of Aditya Birla Group. His re appointment is in the interest of the company and its shareholders.

(4) Appointment of a director in place of Mr. Tapasendra Chattopadhyay, who retires by rotation and, being eligible, offers himself for re-appointment.

As per information and explanation provided by the company. Mr Tapasendra’s re appointment meets all statutory requirements.

(5) Re-Appointment of M/s. Khimji Kunverji & Co and M/s. S R B C & Co. LLP, as Joint Statutory Auditors of the Company


(6 (i))Re-appointment of M/s. Khimji Kunverji & Co as Branch Auditors for Company’s Aditya Birla Insulators units at Rishra and Halol.


(6 (ii))Re-appointment of M/s. Khimji Kunverji & Co. and M/s. K.S. Aiyar & Co., as joint Branch Auditors of Company’s Indian Rayon Division at Veraval.


(6 (iii))Re-appointment of M/s. Deloitte Haskins & Sells, as Branch Auditors of the Company’s Madura Fashion & Life Style Division at Bangalore.



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100 18 September 2015 Escorts Limited AGM Management For For

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(6 (iv))Re-appointment of M/s. S R B C & Co. LLP as Branch Auditors of the Company’s Jaya Shree Textiles Division, Rishra and Indo Gulf Fertilisers, Jagdishpur.


(7) Issuance of Non-Convertible Debentures for an amount upto Rs. 1,500 Crore, on private placement basis.

The issuance of NCD is within the borrowing limit of the company and no dilution of equity shareholders.

(8) Approval of remuneration of Cost Auditors of the Company for the financial year ending 31st March 2016.

In compliance with law. No governance issue identified.

(9) Maintenance of Index and Register of Members & Debentureholders and other records, etc. at the office of M/s Sharepro Services (India) Private Limited, Company’s Registrar and Share Transfer Agents, at Mumbai

As per information and explanation provided by the company. No concern has been identified.

(1) Adoption of Audited Financial Statement of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors’ thereon.

Though auditors have raised qualifications on the consolidated financial of the company, the amount involved (Rs 36.84 Crs) is not of material nature in over all aspect of the company

(3) Appointment of a director in place of Mr. Hardeep Singh, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of M/s. S. N. Dhawan & Co as as Statutory Auditors of the Company and fixation of remuneration


(5) Approve the remuneration of M/s. Ramanath Iyer & Co., Cost Auditors for the financial year ending March 31, 2016


(6) Appointment of Dr. Sutanu Behuria as Director not liable to retire by rotation


(7) Appointment of Mr. G.B. Mathur as Director, liable to retire by rotation


(8) Approve payment of professional fees to Mr. G. B. Mathur, Director

The Company spent a sum of Rs 0.78 cr on CSR and paying Rs 2.5 Cr salary to CSR Consultant. It is a case similar to a case where consultants’ fee is more than the project cost.

(9) Appointment of Ms. Nitasha Nanda as a Whole-time Director



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Grasim Industries Limited

(1) Adoption of a) the Audited Financial Statements of the Company for the financial year ended 31st March 2015 together with the Reports of the Board of Directors and Auditors thereon and b) Audited Consolidated Financial Statement of the Company for the financial year ended 31st March 2015 together with the Report of the Auditors thereon

(3) Appointment of a director in place of Mr. Kumar Mangalam Birla, who retires by rotation and, being eligible, offers himself for re-appointment.

Kumar Mangalam Birla is the Chairman of the Aditya Birla Group. His reappointment is in line with all statutory requirements.

(4) Appointment of a director in place of Mr. N Mohan Raj, who retires by rotation and, being eligible, offers himself for re-appointment.

N. Mohan Raj, Nominee Director, is an Executive Director of Life Insurance Corporation of India. His reappointment is in line with all statutory requirements.

(5) Re-appointment of M/s. G.P. Kapadia & Co. and Deloitte Haskins & Sells LLP, the retiring Joint Statutory Auditors of the Company and fixing their remuneration


(6) Appointment of Mr. O. P. Rungta as an Independent Director of the Company

O. P. Rungta, 73, is currently a consultant. He was a Senior Executive Vice President of Grasim (retired in 2009). His appointment is in line with all statutory requirements.

(7) Issue of Non - Convertible Debentures on private placement basis

The company has a borrowing limit of Rs.121.4 bn (Rs.10.0 bn in excess of the aggregate of the paid up share capital and free reserves). The proposed issuance of non-convertible debentures will form a part of the company’s overall borrowing program. Grasim’s debt programs are rated CRISIL AAA/Stable/CRISIL A1+ which denotes highest degree of safety regarding timely servicing of financial obligations. These instruments carry very low credit risk.

(8) Ratification of remuneration to be paid to Cost Auditor M/s R. Nanabhoy & Co., Cost Accountants for the financial year 2015-16

Payment to cost auditors for FY16 aggregates Rs.265,000 (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.


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Grasim Industries Limited

(9) Approval of payment of part remuneration to Mr. Thomas Varghese

Thomas Varghese is the Business Head for the Aditya Birla Group’s textiles, acrylic fibre, and overseas spinning businesses. He is an engineering graduate from IIT Delhi and an AMP Harvard Alumni. GBTL had appointed Thomas Varghese as its Whole-time Director (WTD) with effect from 1 April 2014 for a period of three years. He tendered his resignation as a WTD of GBTL with effect from 30 June 2015. However, he continues as a senior management employee of Grasim. Due to inadequate profits in GBTL, the company seeks shareholder approval to pay Thomas Varghese a sum not exceeding Rs.37.5 mn through Grasim for the period 1 April 2014 to 30 June 2015.

(10) Appointment of Mr. Sushil Agarwal as Director of the Company not liable to retire by rotation

Sushil Agarwal, 52, is the Whole-time Director and Chief Financial Officer of Grasim with effect from 1 July 2015. He is an Associate Chartered Accountant and the Former Whole-time Director and Chief Financial Officer of Aditya Birla Nuvo Limited (ABNL). His appointment is in line with all statutory requirements.

(11)Appointment of Mr. Sushil Agarwal as the Whole Time Director and CFO of the Company and fixation of remuneration

Sushil Agarwal’s FY15 remuneration from ABNL was Rs.29.9 mn (including performance bonus of Rs.12.5 mn), the proposed remuneration to Sushil Agarwal sums up to Rs.46.1 mn (assuming the upper limit of performance bonus). A large proportion of Sushil Agarwal’s remuneration is linked to performance. Moreover, the proposed remuneration is in line with remuneration paid to industry peers and commensurate to the size and performance of Grasim.

(12) Maintenance of registers of members, debentureholders and other security holders and related registers / records at a place other than the Registered Office of the Company

this will not create any inconvenience for the shareholders.

Sharda Cropchem Limited

(1) Adoption of Audited Financial Statements, Directors’ and Auditors’ Report for the financial year ended 31st March, 2015


(2) Adoption of Audited Consolidated Financial Statements and Auditors’ Report for the financial year ended 31st March, 2015


The dividend outflow on account of dividend distribution tax will be Rs.271.4 mn. The payout ratio for the year is 27.8%.


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Sharda Cropchem Limited

(4) Appointment of a director in place of Mr. Manish R. Bubna, who retires by rotation and, being eligible, offers himself for re-appointment.

Manish Bubna is a promoter director. His reappointment is in line with all the statutory requirements.

(5) Appointment of M/s. S R B C & Co. LLP as Auditors and fixing their remuneration

Sharda Cropchem seeks to appoint as SRBC & Co. LLP statutory auditors in place of the retiring auditors SR Batliboi & Co. LLP. SR Batliboi & Co. Appointment is in line with all the statutory requirements.

(1) Adoption of a) the Audited Financial Statements of the Company for the financial year ended 31st March 2015 together with the Reports of the Board of Directors and Auditors thereon and b) Audited Consolidated Financial Statement of the Company for the financial year ended 31st March 2015 together with the Report of the Auditors thereon



(3) Appointment of a director in place of Ms. Sminu Jindal, Managing Director, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of a director in place of Shri Neeraj Kumar, Group CEO & Whole-time Director who retires by rotation and, being eligible, offers himself for re-appointment.


(5) Re-appointment of M/s. N. C. Aggarwal & Co as Statutory Auditors & fixing their remuneration.


(6) Appointment of Shri Abhiram Tayal as an Independent Director of the company


(7) Re-appointment of Shri Hawa Singh Chaudhary as Whole Time Director of the Company


(8) Ratification of remuneration paid to M/s R. J. Goel & Co., Cost Accountants for the year 2014-15.


(9) Alteration of Article of Association of the Company


(10) Approval for raising of debentures on private placement basis

As securities to be issued are non- convertible in nature, they will cause no dilution to the shareholding of existing shareholders.

(11) Approval for issuing of securities to Qualified Institutional Buyers

As per the rationale given by the company, they need to raise captial for the mentioned reasons and QIP would be a good way to achieve it quickly.

(12) Approval for issuing of ADR, GDR & FCCB in foreign market

As per the rationale given by the company, this is an enabling provision and the management will use the same only if it is in company's best interest.


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104 19 September 2015 Inox Wind Limited AGM Management For For As there is no qualification from Auditors.

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(1) Adoption of the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2015, the report of Auditors thereon and the report of the Board of Directors for the said year; and the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the report of the Auditors thereon.

(2) Appointment of Director in place of Shri Rajeev Gupta, who retires by rotation and being eligible, seeks re-appointment

Rajeev Gupta is a Director at SCC Consulting Private Limited. His appointment is in line with all statutory requirements

(3) Appointment of Statutory Auditors of the Company

IWL proposes to reappoint Patankar & Associates as statutory auditors: Patankar & Associates have been auditing the company’s financial statements for the past two years (since 2014). They replaced IWL’s previous statutory auditors, Dewan P.N. Chopra & Co. on 6 May 2013. The reappointment of Patankar & Associates is in line with Auditor Rotation and the provisions of Section 139 of the Companies Act 2013.

(4) Appointment of Shri Chandra Prakash Jain as Independent Director of the Company

Chandra Prakash Jain was appointed as an Additional Director from 21 October 2014. He is the former Chairman & MD of NTPC Ltd. His appointment is in line with all statutory requirements.

(5) Appointment of Ms. Bindu Saxena as Independent Director of the Company

Ms. Bindu Saxena was appointed as an Additional Director from 21 October 2014. She is a Partner at Swarup & Co, a law firm. Her appointment is in line with all statutory requirements

(6) Re-appointment of Shri Rajeev Gupta as Whole-time Director of the Company

Rajeev Gupta’s proposed remuneration is in line with peers in the same industry and is commensurate with the size of the business.


(8) Approval of remuneration by way of commission to Dr S Rama Iyer, Independent Director

the increase, the absolute amount of commission proposed to be paid is commensurate with the size of the business.

(9) Authorisation to make an offer(s) or invitation(s) for subscription of Non-convertible Debentures

The company’s debt is rated CRISIL AA-/Stable/A1+, which denotes high degree of safety regarding timely servicing of financial obligations. The company has debt absorption capacity .

Gulf Oil Lubricants India Limited

(1) Adoption of the audited financial statements of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and the Auditors thereon



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106 23 September 2015 HSIL Limited AGM Management For For

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107 23 September 2015 Coal India Limited AGM Management For For

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Gulf Oil Lubricants India Limited

The total dividend for FY15 is Rs.5.5 per equity share. The dividend payout ratio is 42.0%.

(3) Appointment of M/s Price Waterhouse, Chartered Accountants as Auditors and fixation of remuneration



(5) Amendment of Articles of Association of the Company

The company wishes to add two new clauses to its AoA. Firstly, to enable the company to hold board/committee meetings through videoconferencing/audio-visual facilities. Secondly, to allow the company’s lending institution/bank to appoint a nominee director on the board of the company. Both these amendments are in line with the provisions of the Companies Act 2013.

(6) Approval for not filling of vacancy caused by retirement of Mr. Ramkrishan P. Hinduja as Director

Ramkrishan P. Hinduja is the Vice Chairman of GOLIL and will retire as non-executive director with effect from the conclusion of this AGM.

(1) Adoption of a) the audited financial statement of the Company for the financial year ended 31 March 2015, the reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statement of the Company for the financial year ended 31 March 2015 and Auditors Report thereon

As accounts are audited by statutory independent auditor

(3) Appointment of a director in place of Mrs. Sumita Somany, who retires by rotation and, being eligible, offers herself for re-appointment


(4) Appointment of M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company


(1) Adoption of (a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2015 including and the Reports of the Board of Directors, Statutory Auditor and Comptroller and Auditor General of India thereon. (b) Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2015 and the Report of Statutory Auditor thereon.


(2) Confirmation of payment of Interim dividend paid on equity shares for the Financial Year 2014-15 as final dividend for the year 2014-15



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107 23 September 2015 Coal India Limited AGM

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(3) Appointment of a director in place of Shri R Mohan Das, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of a director in place of Shri N. Kumar, who retires by rotation and, being eligible, offers himself for re-appointment.


(5) Appointment of Shri Sutirtha Bhattacharya as Chairman and Managing Director of the Company not liable to retire by rotation


(6) Appointment of Shri Chandan Kumar Dey as Whole time Director of the Company liable to retire by rotation


(7) Ratification of remuneration payable to M/s Musib & Co, Cost Auditor of the Company


ZF Steering Gear (India) Limited

(1) Adoption of the audited financial statement of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon

As accounts are audited by independent statutory auditors and have not qualified the reports

As dividend is distributed from profits of the company

(3) Appointment of a director in place of Mr. Utkarsh Munot, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Re-appointment of Messrs MGM & Company as the Statutory Auditors of the Company


(5) Appointment of Mrs. Eitika Munot as a Director of the Company, liable to retire by rotation



(1) Adoption of the Financial Statements of the Company for the year ended 31st March 2015 and the reports of the Board of Directors and Auditors thereon


Sanghvi Movers proposes a final dividend of Rs.0.5 per equity share for FY15. The total dividend outflow, including dividend tax is Rs.26.1 mn. The dividend payout ratio is ~32%.

(3) Appointment of a director in place of Mrs. Mina C. Sanghvi, who retires by rotation and, being eligible, offers herself for re-appointment

Mina Sanghvi is a Non-Executive Non-Independent Director and is the spouse of C. P. Sanghvi, the promoter and CMD. She is a Bachelor of Commerce and has experience in Business Management, Human Resource Development and System Design. She has been on the board for six years. Her re-appointment is in line with statutory requirements.


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110 24 September 2015 Ricoh India Limited AGM Management For For



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(4) Appointment of a director in place of Mr. C. P. Sanghvi, who retires by rotation and, being eligible, offers himself for re-appointment.

C. P. Sanghvi is the Promoter, Chairman and Managing Director of the company. He is an Engineer from the University of Pune and Master of Science from University of Columbia. He has more than 20 years of experience in the cranes business. His re-appointment is in line with statutory requirements.

(5) Appointment of M/s. B S R & Co, LLP, as Statutory Auditors of the Company


(6) Appointment of Mr. Sham D. Kajale, Executive Director & CFO of the Company

Sham Kajale is the Executive Director & CFO of the company and has been on the board of the company for nine years. The company proposes to re-appoint him for a period of five years effective 2 September 2015 and fix his remuneration.

(1) Adoption of the Audited Financial Statement of the Company for the Financial year ended 31st March 2015 together with the Reports of Board of Directors and Auditors thereon


The company has proposed a dividend of Re.1 per equity share of face value Rs.10 for the year ended 31 March 2015. The total dividend proposed to be paid (including dividend tax) is Rs. 47.9 mn in FY15.

(3) Appointment of a director in place of Mr. H. Kitada, who retires by rotation and, being eligible, offers himself for re-appointment.

H. Kitada had an attendance level of 18% in FY15 and he attended none of the six meetings held in FY14.

(4) Appointment of M/s. BSR & Co. LLP as the Auditors of the Company


(5) Appointment of Mr. Manoj Kumar as a Director of the Company, liable to retire by rotation

Manoj Kumar is the Managing Director and CEO of Ricoh India Limited. His appointment is in line with the statutory requirements.

(6) Appointment of Mr. Manoj Kumar as Managing Director and Chief Executive Officer of the Company and payment of remuneration

Manoj Kumar is the Managing Director and CEO of Ricoh India Limited. His remuneration for FY15 as Executive Vice President and CEO was Rs. 10.0 mn. The proposed remuneration of upto Rs.11.6 mn as MD & CEO is in line with industry peers and commensurate with the size and performance of the company.


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110 24 September 2015 Ricoh India Limited AGM


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The company has been judicious in raising debt in the past. In FY15, the company raised long term debt (Rs. 2bn) for the first time, via issue of Non-Commercial Debentures to Ricoh Asia Pacific Pte. Ltd. Ricoh India’s long-term debt programmes are rated IND A, which denotes adequate degree of safety with regard to timely servicing of financial obligations. Their short term debt rating is IND A1, which denotes very strong degree of safety, with low credit risk.

(8) Creation of charge /mortgage/hypothecation / pledge/ security in any form or manner on the properties of the Company

The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.

TV18 Broadcast Limited

(1) Adoption of (a) the audited financial statement of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2015 and report of Auditors thereon

As accounts are audited by independent statutory auditor

(2) Appointment of a director in place of Mr. Raghav Bahl, who retires by rotation and, being eligible, offers himself for re-appointment.


(3) Ratification of the appointment of Deloitte Haskins & Sells, LLP as the Statutory Auditors and fixing their remuneration


(4) Re-appointment of Mr. Manoj Mohanka as an Independent Director


(5) Appointment of Mr. Rohit Bansal as a Director of the Company, liable to retire by rotation


(6) Appointment of Mr. Adil Zainulbhai as an Independent Director of the Company



(8) Ratification of remuneration of Pramod Chauhan & Associates, Cost Auditors of the company


Simplex Infrastructures

Limited

(1) Adoption of (a) the Audited Financial Statements of the Company for the Financial year ended on 31st March, 2015, together with the Reports of the Board of Directors and Auditors thereon and; (b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2015 together with the Report of the Auditors thereon.


As the company has sufficient cash to pay dividend.


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Simplex Infrastructures

Limited

(3) Appointment of a director in place of Mr. Rajiv Mundhra, who retires by rotation and, being eligible, offers himself for re-appointment.

Rajiv Mundhra is a promoter director. His appointment is in line with all statutory requirements

(4) Ratification of the appointment of Price Waterhouse as Auditors of the company and fixing their remuneration


(5) Ratification of the appointment of M/s. H.S. Bhattacharjee & Co. as Auditors of the company and fixing their remuneration

H.S. Bhattacharjee & Co., have been auditing the company’s accounts for four years (since 2012). There were reappointed for a period of five years in the 2014 AGM- H S Bhattacharjee will be responsible for the audit of branches and project sites as well. The ratification is in line.

(6) Appointment of Ms. Leena Ghosh as an Independent Director of the Company

Ms. Leena Ghosh was appointed as an Additional Director from 24 March 2015. She is the former Vice President Internal Audit of SREI Infrastructure Finance Ltd. Her appointment is in line with all statutory requirements

(7) Approval of remuneration payable to M/s. Bandyopadhyay Bhaumik & Co., Cost Auditors


(8) Issue of Secured/Unsecured Non-Convertible Debentures

The NCDs will be carved out of the company’s overall borrowing limits of Rs. 50.0 bn. SIL’s debt facilities are rated CARE A+. This resolution has a one year validity.

AIA Engineering Limited

(1) Adoption of audited financial statements of the Company for the financial year ended March 31, 2015


(3) Appointment of a director in place of Mr.Yashwant M. Patel, who retires by rotation and, being eligible, offers himself for re-appointment.

Yashwant M. Patel is an Executive Director of the company. His re-appointment is in line with the statutory requirements.

(4) Re-Appointment of M/s. Talati & Talati as the Statutory Auditors


(5) Appointment of Mrs. Khushali Samip Solanki as a Director liable to retire by rotation.

Ms. Khushali Solanki is the daughter of Bhadresh Shah, the promoter and MD of the company. She holds a Diploma in Hotel Management. Her appointment is in line with the statutory requirements.


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(6) Appointment of Mrs. Bhumika Shyamal Shodhan as a Director liable to retire by rotation

Ms. Bhumika Shodhan is the daughter of Bhadresh Shah, the promoter and MD of the company. She is a fashion designer and co-founder of Shyamal & Bhumika, a fashion design company. Her appointment is in line with the statutory requirements.

(7) Appointment of Mr. Rajan Ramkrishna Harivallabhdas as an Independent Director

Rajan Harivallabhdas is a former MD of HK Finechem Ltd. His appointment is in line with the statutory requirements.

Welcast Steels Limited (WSL) is a subsidiary company of AIA Engineering. AIA Engineering holds 74.85% of the shares in the share capital of WSL. AIA Engineering proposes to ratify related party transactions with WSL for FY15. The transaction relates to purchase of goods amounting to Rs. 2.3 bn, in the ordinary course of business and at arm’s length.

(9) Ratification of remuneration payable to M/s. Kiran J. Mehta & Co., Cost Auditors

The board has approved the appointment of Kiran J. Mehta & Co as cost auditors for the year ended 31 March 2016 on a total remuneration of Rs 0.4 mn plus applicable taxes and out-of-pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY16 is reasonable compared to the size and scale of operations.

(10) Approval for holding of Office or Place of Profit by Mr. Yashwant M. Patel a Whole-time Director of the Company

Himanshu Patel is the son-in-law of Yashwant Patel, an Executive Director of the company. The company proposes to appoint him as a Director of Vega Industries (Middle East) FZ Co., UAE. Himanshu Patel, 49, holds a B. Sc. (Honours) degree in Economics & Computer Science from City University, London. Himanshu Patel acts as a Commercial Director for Vega Industries’ operations worldwide. His proposed remuneration is lower than remuneration paid to peers.

(1) Issue of equity shares on preferential basis toGovernment of India

The equity infusion will support the bank’scapital adequacy requirements.

(1) Adoption of audited financial statements of the Company for the financial year ended March 31, 2015

As the accounts are audited by the independent statutory auditors

(3) Appointment of a director in place of Shri Priyavrat Bhartia, who retires by rotation and, being eligible, offers himself for re-appointment.



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116 26 September 2015 Oil India Limited AGM Management For For

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(4) Ratification of appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company and fixing their remuneration


(5) Appointment of Shri Vikram Singh Mehta as an Independent Director of the Company.


(6) Payment of annual commission to the Non-executive Directors of the Company


(7) Approval for borrowing(s) in excess of aggregate of paid-up share capital and free reserves


(8) Approval to offer or invitation to subscribe to Non-Convertible Debentures/Bonds issued on private placement basis


(9) Approval to transfer of ‘Hindustan’ and certain other Hindi publication related trademarks to Hindustan Media Ventures Limited (subsidiary company


(10) Appointment of Shri Shamit Bhartia as Managing Director (designated as Joint Managing Director) of the Company.


(11) Revision in remuneration of Shri Rajiv Verma, Whole-time Director of the Company.

The remuneration fixed is too high compared to the scale & performance of the company. It’s too high v/s peers as well

(1) Adoption of the Audited Balance Sheet of the Company as at 31st March, 2015 and the statement of Profit & Loss for the year ended on that date together with Reports of the Auditors and Comments of the Comptroller & Auditor General of India thereon.


(2) Confirmation of payment of interim dividend and declaration of final dividend

Oil India paid an interim dividend of Rs.10 per equity share and proposes a final dividend of Rs.10.0 each resulting in an aggregate cash outflow of Rs.14.4 bn. The dividend payout ratio for FY15 is 57.6%

(3) Appointment of Director in place of Shri Nalin Kumar, who retires by rotation and being eligible, seeks re-appointment

Nalin Kumar Srivastava is the Deputy Secretary at Ministry of Petroleum and Natural Gas. His reappointment is in line with all statutory requirements.

(4) Fixation of remuneration / fees of Statutory Auditors of the Company appointed by the Comptroller & Auditor General of India



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(5) Appointment of Shri Biswajit Roy as Director (HR&BD) of the Company, liable to retire by rotation.

Biswajit Roy is a graduate in Chemical Engineering from IIT Roorkee. He has also done a management programme from Management Development Institute (MDI), Gurgaon. He has over 32 years of rich experience in the Oil Industry, spanning across a spectrum of diverse functions such as Marketing, Operations, Business Development, Human Resources, besides a stint at the Overseas Office of Indian at Dubai. He was appointed as a Director (Human Resource & Business Development) on 8 May 2015.

(6) Appointment of Shri. Pramod Kumar Sharma as Director (Operations) of the Company, liable to retire by rotation.

Pramod Kumar Sharma is a post graduate in Geophysics from Banaras Hindu University, Varanasi. He also holds a post graduate diploma in Management from All India Management Association (AIMA), New Delhi. He has an experience of more than three decades in the Exploration and Production industry in India and abroad. He has worked at various senior positions in the Fields Head Quarters of the Company at Duliajan, Assam. He was appointed as a Director (Operations) on 1 June 2015.

(7) Ratification of the remuneration payable to M/s Chandra Wadhwa & Co., Cost Auditors

As per Section 148 of Companies Act 2013, the remuneration of Rs.145,000 payable to Chandra Wadhwa & Co for FY16 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

JK Lakshmi Cement Limited

(1) Adoption of (a) the Audited Financial Statements of the Company for the Financial year ended on 31st March, 2015, together with the Reports of the Board of Directors and Auditors thereon and; (b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2015 together with the Report of the Auditors thereon.

(3) Appointment of a director in place of Shri Sushil Kumar Wali, who retires by rotation and, being eligible, offers himself for re-appointment.

Sushil Kumar Wali manages the company’s manufacturing and project activities. He has over 36 years of experience in cement industry. He has been Chairman/Member of various committees set up by CMA/Government/Chamber of Commerce & Industry. His reappointment is in line with all statutory requirements.


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JK Lakshmi Cement Limited

(4) Ratification of the appointment of M/s. Lodha & Company as Auditors of the company and fixing their remuneration


(5) Ratification of remuneration payable to M/s. R.J. Goel & Company, Cost Auditors

Remuneration of Rs. 100,000 to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

(6) Creation of mortgage and/or charge on the immovable and movable properties of the Company to support the obligations in respect of upto 4,750 NCDs aggregating up to Rs. 475 crores issued/to be issued by Hansdeep Industries & Trading Company Limited

HITCL is a 100% subsidiary that has raised debt to support the capital expenditure requirements of Udaipur Cement Works Ltd. (UCWL), another subsidiary. UCWL is currently under the purview of BIFR and therefore cannot raise directly raise debt. Investors in HITCL’s NCD programmes require a charge on JK Lakshmi Cement Limited’s (JK Lakshmi) assets.

(7) Issue of Non-Convertible Debentures on private placement basis

The company seeks shareholders’ approval for issuance of Non-Convertible Debentures of up to Rs. 10 bn in one or more tranches for substituting Rs. 1 bn NCD’s redeemed by the company in February 2014 and February 2015 and remaining Rs. 9 bn to refinance the existing loans borrowed by the company to meet its various project requirements. The issuance of securities will be within the overall borrowing limit.

Force Motors Limited (1) Adoption of Financial Statements for the year ended 31st March 2015 and the Board’s and Auditors’ Report thereon

As accounts are audited by independent statutory auditors

As dividends are declared from the profits ofthe company

(3) Appointment of a director in place of Mr. Vinay Kothari, who retires by rotation and, being eligible, offers himself for re-appointment


(4) Appointment of M/s. P.G.Bhagwat as Auditors and to fix their remuneration for the year 2015-16


(5) Permission to contribute to charitable and other funds

As amount of Rs 25 Crs is very large given the profitability of the company and no sufficient information / clarification is made available by the company on the end purpose

(6) Fixation of remuneration of M/s. Joshi Apte & Associates, the Cost Auditors



(1) Adoption of Audited Financial Statements of the Company, the Directors’ and Auditors’ Report thereon for the year ended 31st March, 2015



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(3) Appointment of a director in place of Mr. D. H. Kela, who retires by rotation and, being eligible, offers himself for re-appointment.

DH Kela is a Whole Time Director & CEO (Steel Foundry) of the company. His reappointment is in line with all the statutory requirements.

(4) Ratification of appointment of M/s. K. N. Gutgutia & Co as Statutory Auditors of the Company and fixing their remuneration


(5) Fixing of remuneration of Messrs. DGM & Associates, Cost Auditors of the company

Their reappointment is in line with all the statutory requirements. The proposed remuneration of Rs.125,000 is reasonable compared to the size and scale of operations.

(6) Re-appointment of Mr. S. K. Poddar as the Executive Director and Chairman of the Company, not liable to retire by rotation.

SK Poddar is the promoter and Executive Chairman of the company. His reappointment is in line with all the statutory requirements.

(7) Appointment of Mr. A. K. Vijay as Director, liable to retire by rotation, and also as an Executive Director of the Company

AK Vijay’s appointment is in line with all the statutory requirements. His proposed remuneration of Rs. 4.9 mn per annum comparable to remuneration paid to peers within the industry.

(8) Appointment of Ms. Mridula Jhunjhunwala as an Independent Director of the Company

Mridula Jhunjhunwala is a Chartered Accountant. Her appointment is in line with all the statutory requirements.

(9) Appointment of Mr. Sabyasachi Hajara as an Independent Director of the Company

Sabyasachi Hajara is retired Chairman and Managing Director of SCI. His appointment is in line with all the statutory requirements.

(10) Approval for entering into the Related Party Transactions with Kalindee Rail Nirman (Engineers) Limited

Texmaco has participated has in tenders of Dedicated Freight Corridor Corporation of India Limited (DFCCIL). The company proposes to sub-contract jobs of the rail infrastructure work up to Rs. 5.0 bn at arm’s length spanning 3-4 years to its associate Company, Kalindee Rail Nirman (Engineers) Limited. In July 2015, shareholders approved amalgamation of Kalindee Rail with the company, in an all-share acquisition with 106 shares of Texmaco Rail being issued for every 100 shares of Kalindee Rail. Since the amalgamation is not yet into effect the company has sought shareholder approval.

(11) Approval of remuneration paid in excess of the limits prescribed to the Executive Directors


(12) Amendment of Articles of Association of the Company

As per the existing provision under the Article 75 of the Articles of Association of the Company, the number of board members should not exceed twelve. Considering the prospect of new businesses, the company may induct new directors. Therefore, Texmaco proposes to increase the board size upto 15 directors.


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121 28 September 2015 AGM Management For For As there is no qualification from Auditors


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Sarla Performance Fibers Limited

As accounts are audited by the independent statutory auditor

(3) Appointment of a director in place of Mr. Madhusudan S. Jhunjhunwala, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Ratification of appointment of M/s Sundarlal, Desai & Kanodia as Statutory Auditors of the Company and fixing their remuneration


(5) Re-appointment of Mr. Madhusudan S. Jhunjhunwala, Chairman & Whole-time Director of the Company


(6) Re-appointment of Mr. Krishnakumar M. Jhunjhunwala, Managing Director of the Company


(7) Appointment of Ms. Neha K. Jhunjhunwala as a Director of the Company , liable to retire by rotation


(8) Sub-division / Stock Split of Equity Shares of the Company






PNC Infratech Limited

(1) Adoption of a) Audited Financial Statements, Reports of the Board of Directors and Auditors & b) Audited Consolidated Financial Statements

(3) Appointment of a director in place of Shri Naveen Kumar Jain, Whole Time Director, who retires by rotation and, being eligible, offers himself for re-appointment.

Naveen Kumar Jain, 55, is part of the promoter group and a whole-time director on the board. His reappointment is in line with the statutory requirements.

(4) Appointment of a director in place of Shri Anil Kumar Rao, Whole Time Director, who retires by rotation and, being eligible, offers himself for re-appointment.

As per information avilable

(5) Ratification of the appointment of M/s. Purushottam Agrawal & Company and M/s. S.S. Kothari Mehta & Co., as Auditors of the company


(6) Maintenance of statutory books and Registers and other documents at a place other than registered office of the company

The RTA of the company, Link Intime India Private Limited has an office in New Delhi. The company is proposing to keep and maintain all the register and books of accounts at the RTA office, in addition to its own registered office.


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PNC Infratech Limited

(7) Ratification of remuneration payable to M/s. R K G & Associates, Cost Auditors of the Company for FY. 2015-16

The proposed remuneration of Rs.40,000 payable to the cost auditor in FY16 is reasonable, compared to the size and scale of the company.

Mold-Tek Packaging Limited

(1) Adoption of the audited financial statements for the financial year ended 31st March, 2015, and the Report of the Directors and Auditors thereon


(2) Confirmation of the payment of interim dividend and declaration of final dividend

Dividends is paid out to the shareholders from the profits of the company.

(3) Appointment of a director in place of Ms. J. Mytraeyi, who retires by rotation and, being eligible, offers herself for re-appointment.


(4) Ratification of the appointment of M/s. Praturi & Sriram as Auditors of the company and fixing their remuneration


(5) Revision of remuneration to Mr. J. Lakshmana Rao, Chairman & Managing Director


(6) Revision of remuneration to Mr. A. Subramanyam, Deputy Managing Director of the Company


(7) Revision of remuneration to Mr. P. Venkateswara Rao, Deputy Managing Director of the Company



The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model articles of association for a company limited by shares. As per Section 14 of the Act, approval of the Members of the Company by way of a Special Resolution is required for alteration of Articles of Association of the Company.

(1) Issue of equity shares at a premium on preferential basis to Government of India

The equity infusion will support the bank’s capital adequacy requirements.

(1) Adoption of the Audited Balance Sheet as at 31st March, 2015 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon.

As accounts are audited by independent statutory auditor

As dividends are declared from profits of the company

(3) Appointment of a director in place of Mr. Vicha Poolvaraluk who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of a director in place of Ms Renuka Ramnath, who retires by rotation and, being eligible, offers himself for re-appointment.



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(5) Ratification of appointment of M/s. S.R.Batliboi & Co. LLP, as Statutory Auditors of the company and fixing their remuneration


(6) issue of Non Convertible Debentureson private placement


Dish TV India Limited (1) Adoption of the Audited Financial Statements of the Company - on a standalone and consolidated basis, for the Financial Year ended March 31, 2015 including the Balance Sheet as at March 31, 2015, the Statement of Profit & Loss for the financial year ended on that date, and the Reports of the Auditors’ and Board of Directors’ thereon

As accounts are audited by independent statutory auditors

(2) Appointment of a director in place of Mr. Ashok Mathai Kurien, who retires by rotation and, being eligible, offers himself for re-appointment.


(3) Ratification of the appointment of M/s Walker Chandiok & Co LLP, as Auditors of the company and fixing their remuneration


(4) Appointment of Dr. Rashmi Aggarwal as an Independent Director of the Company


(5) Re-Appointment of Mr. Jawahar Lal Goel as the Managing Director of the Company

The remuneration stated on re appointment is very high (4.3x) and is fixed in nature.

(6) Revision in terms of Appointment including remuneration of Mr. Gaurav Goel, Executive Vice President- Business Development and Strategy


(7) Adoption of newly substituted Articles of Association of the Company


Credit Analysis and Research Limited

(1) Adoption of audited financial statements and the audited consolidated financial statements of the Company for the financial year ended March 31, 2015 together with the Reports of the Directors and the Auditors thereon.

(3) Ratification of the appointment of M/s. Khimji Kunverji & Co. as Auditors of the company and fixing their remuneration


(4) Appointment of a director in place of Mr. Rajesh Mokashi, who retires by rotation and being eligible offers himself for re-appointment


(5) Appointment of Mr. S. B. Mainak as a Non-Executive Director, liable to retire by rotation.


(6) Re-appointment of Mr. D. R. Dogra as Managing Director & Chief Executive Officer

As per information and explanation provided by the company. No concern has been identified regarding the profile of Mr Dogra.


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Kalpataru Power Transmission Limited

(1) Adoption of (a) the Audited Financial Statement of the Company for the financial year ended March 31, 2015, the Reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2015.


As there is no qualification from Auditors(3) Appointment of Directors in place of those retiring by rotation

As the company has sufficient cash to pay dividend

(4) Ratification of the appointment of M/s. Deloitte Haskins & Sells, as statutory Auditors of the company and fixing their remuneration

Kalpataru Power Transmission Limited (‘KPTL’) proposes to ratify Deloitte Haskins & Sells as the statutory auditors. Deloitte Haskins & Sells has been the auditor of the company for the past seven years. Auditor Rotation and with the provisions of section 139 of the Companies Act 2013.

(5) Appointment of Ms. Anjali Seth as a Director of the Company liable to retire by rotation

Anjali Seth is the former Legal Head of Standard Chartered Bank, India. Her appointment is in line with all the statutory requirements.

(6) Re-appointment of Mr. Manish Mohnot as the Managing Director of the company

Manish Mohnot is the Managing Director of the company. His reappointment is in line with all the statutory requirements.

(7) Issue of secured / unsecured redeemable non-convertible debentures

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

(8) Approval of remuneration payable to M/s. K. G. Goyal & Associates, Cost Auditors

Their reappointment is in line with all the statutory requirements. The proposed remuneration of Rs. 0.1 mn is reasonable compared to the size and scale of operations.

Gujarat Fluorochemicals

Limited

(1) Adoption of (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2015, the reports of the Board of Directors and Auditors thereon; (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the report of the Auditors thereon.



(3) Appointment of a director in place of Shri Devendra Kumar Jain, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of Statutory Auditors of the company



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Gujarat Fluorochemicals

Limited

(5) Appointment of Shri Rajagopalan Doraiswami as Independent Director of the Company


(6) Appointment of Ms Vanita Bhargava as Independent Director of the Company


(7) Re-appointment of Shri Dinesh Kumar Sachdeva as Whole-time Director of the Company


(8) Appointment of Shri Anand Rambhau Bhusari as Whole-time Director of the Company


(9) Approval of remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors


Sadbhav Engineering Limited

(1) Adoption of (a) Audited Financial Statement, Report of the Board of Directors and Auditors (b) Audited Consolidated Financial Statement

(3) Appointment of a director in place of Mr. Shashin V. Patel, who retires by rotation and, being eligible, offers himself for re-appointment.

Shashin Patel, 34, is part of the promoter family and Joint Managing Director of Sadbhav Engineering. His re-appointment is in line with statutory requirements.

(4) Appointment of a director in place of Mr. Nitin R. Patel, who retires by rotation and, being eligible, offers himself for re-appointment.

Nitin Patel, 46, is part of the promoter family and is CEO of Sadbhav Engineering. His re-appointment is in line with statutory requirements.

(5) Ratification of appointment of M/s Surana Maloo & Co as Auditors of the Company and fixing their remuneration

The company seeks to ratify Surana Maloo & Co. as statutory auditors, Surana Maloo & Co. have been the company’s auditors for the last three years.

(6) Appointment of Mrs. Purvi S. Parikh as an Independent Director

Ms. Purvi Parikh, 32, is a Chartered Accountant. Her appointment is in line with statutory requirements.

(7) Ratification of remuneration payable to M/s. Jitendra Soni & Co., Cost Auditors of the Company

The total remuneration proposed to be paid to the cost auditors in FY15 and FY16 is reasonable compared to the size and scale of operations.

(8) Issue of Secured/Unsecured Non-Convertible Debentures and/or other Debt Securities on private placement basis

The NCDs will be carved out of the company’s overall borrowing limits of Rs. 20.0 bn over and above the paid-up capital and free reserves. Sadbhav Engineering’s debt facilities are rated CARE A+.

(9) Authorization to Board of Directors to make investment on behalf of the Company



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Sadbhav Engineering Limited

Sadbhav Engineering proposes to ratify related party transactions with subsidiary companies for FY15 and beyond. It seeks approval for contracts and arrangements entered into by the company which are expected to continue beyond 31 March 2015. Although the company has not provided the quantum of transactions nor a specific timeline for the related party transactions, all of these related to the SPVs of the company. Therefore, the scope of the transactions and the timeline, to that extent, are defined. Further, these transactions are in the ordinary course of business and are at arm’s length pricing.

Tata Communications

Limited

(1) Adoption of a) the audited Standalone Financial Statements of the Company for the !nancial year ended 31 March 2015, the Report of the Board of Directors and the Auditors’ Report thereon; and b) the audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2015 and the Auditors’ Report thereon


The company proposes to pay a dividend of Rs. 5.5 per share (FV Rs. 10), compared to Rs. 4.5 per share last year with improving standalone profits.

(3) Appointment of a director in place of Dr. Ashok Jhunjhunwala, who retires by rotation and, being eligible, offers himself for re-appointment.

Dr. Ashok Jhunjhunwala is Professor in the Department of Electrical Engineering, IIT Madras. TIE conferred him the title of Dronacharya for his contributions to the cause of entrepreneurship, as he incubated and nurtured over 100 companies at IIT Madras. His reappointment is in line with all statutory requirements.

(4) Appointment of a director in place of Mr. N. Srinath, who retires by rotation and, being eligible, offers himself for re-appointment.

N. Srinath is the Managing Director of Tata Teleservices Ltd. He has over 25 years of experience in TATA group. His reappointment is in line with all statutory requirements.

(5) Ratification of the appointment of M/s. S.B. Billimoria & Co as Statutory Auditors of the company and fixing their remuneration


(6) Appointment of Ms. Renuka Ramnath as an Independent Director of the Company

Renuka Ramnath is Founder of Multiples Alternate Asset Management Pvt. Ltd. She is the Former MD & CEO of ICICI Ventures. Her appointment is in line with all statutory requirements.


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Tata Communications

Limited

(7) Appointment of Dr. Gopinath Katragadda as a Director of the Company liable to retire by rotation

Dr. Gopichand Katragadda is the Group Chief Technology Officer for Tata Sons Limited. He is the Former Chairman and Managing Director of GE India Technology Centre. He also served as the Chairman of GE-BEL. His appointment is in line with statutory requirements.

(8) Ratification of remuneration payable to Mr. Jugal Kishor Puri, Cost auditor

Remuneration of Rs. 550,000 (excluding taxes and reimbursement of out of pocket expenses) to be paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

(9) Payment of compensation to non executive directors

Tata Communication has been paying commission of about 0.1% to non-executive directors (including Chairman) in FY15 amounting to 8.1 mn. It is expected that the company will pay commission in line with what it has paid during the past three-year period.

Jagran Prakashan Limited

(1) Adoption of Standalone and Consolidated Statement of Profit and Loss, Audited Balance Sheet with the Report of Board of Directors and the Auditors thereon.

As the accounts are audited by independent statutory auditor

As dividends are declared out of profits of the company

(3) Appointment of a director in place of Mr. Dhirendra Mohan Gupta, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Appointment of a director in place of Mr. Shailendra Mohan Gupta, who retires by rotation and, being eligible, offers himself for re-appointment.


(5) Appointment of M/s Sundarlal, Desai & Kanodia as Statutory Auditors of the Company and fixing their remuneration


(6) Amendment to Articles of Association of the Company


(7) Re-appointment of Mr. Sandeep Gupta, as Executive President (Technical)


(8) Re-appointment of Mr. Sameer Gupta, as Executive President (Accounts)


(9) Re-appointment of Mr. Devesh Gupta, as Executive President (Product Sales and Marketing)


(10) Re- appointment of Mr. Tarun Gupta, as Executive President (Commercial)


(11) Re- appointment of Mr. Bharat Gupta, as Executive President (Advertisement)



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Dredging Corporation of India

Limited

(1) Adoption of audited Balance sheet as at 31st March, 2015, the Statement of Profit and Loss Account for the year ended 31st March, 2015 together with the Reports of the Auditors and Directors thereon

(3) Fixation of remuneration of Tukaram & Co., Statutory Auditors of the Company,

Commensurate with the size and performance of the company.

(4) Appointment of Mr. S. Charles as Director (Finance) of the Company liable to retire by rotation


(5) Appointment of Mr. Barun Mitra as Director (Government Nominee) of the Company liable to retire by rotation


(6) Appointment of Mr. Rajesh Tripathi as Chairman and Managing Director of the Company liable to retire by rotation


(7) Appointment of Mr. M S Rao as Director (Operations and Technical) of the Company liable to retire by rotation


(9) Creation of mortgage and/ charge on the movable and immovable properties of the Company

Ahluwalia Contracts (India) Limited

(1) Adoption of Balance sheet, Statement of Profit and Loss, Report of the Board of Directors and auditors for the financial year ended March 31, 2015


(2) Appointment of a director in place of Mr.Shobhit Uppal, who retires by rotation and, being eligible, offers himself for re-appointment.

Shobhit Uppal is the Deputy MD of the company and the promoter’s son-in-law. His reappointment is in line with all the statutory requirements.

(3) Ratification of the appointment of M/s. Arun K. Gupta & Associates, as statutory Auditors of the company and fixing their remuneration


(4) Appointment of Mrs.Mohinder Kaur Sahlot as a Non-Executive Independent Director of the Company

Ms. Mohinder Kaur Sahlot was appointed as an Additional Director from 30 March 2015. She is an Advocate and a member of the Bar Associations of India. Her appointment is in line with all the statutory requirements.

(5) Re-appointment of Mr.Shobhit Uppal as the Dy. Managing Director of the company and revision of remuneration



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Summary of Votes cast during the F.Y. 2015-16F.Y. Quarter Total no. of resolutions Break-up of Vote decision

For Against Abstained2015-16 1006 999 6 1

Ahluwalia Contracts (India) Limited

(6) Re-appointment of Mr.Vinay Pal as the Whole Time Director of the company and revision of remuneration

Vinay Pal has about 30 years of experience in the construction industry. He is currently designated Senior Executive (Projects) and is also leading the HR function of the company. Vinay Pal’s proposed remuneration aggregating Rs.5.4mn is comparable to industry peers and is commensurate with the size and performance of the company.

(7) Appointment of M/s Jitender Navneet & Company as the Cost Auditors & fixation of remuneration


(1) Adoption of standalone audited financial statement together with Directors and Auditors reports thereupon for the Year ended March 31, 2015 and Audited consolidated financial statement for the financial year ended March 31, 2015.



(3) Appointment of a director in place of Mr. V. Krishnan, who retires by rotation and, being eligible, offers himself for re-appointment.


(4) Ratification of the appointment of M/s. S. R. Batliboi & Associates LLP, as Statutory Auditors of the company




(6) Increase in limits of investments in other bodies corporates.

As per the information and explanation given by the company

Summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies

July to September 2015

[XLS] Tracker Jul... · Web view- Appointment of Dr. Ajay Dua as director of the company - Re-appointment of Mr. Sunil Duggal as wholetime director - revision in remuneration of Mr.

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