Annual Report 2019-2020 (Close Ended Schemes) PDF

ANNUAL REPORT
(CLOSE ENDED SCHEMES) 2019-20
Union Capital Protection Oriented Fund - Series 7

Name of Mutual Fund: Name of Asset Management Company:

Union Mutual Fund Union Asset Management Company Private Limited
Registered Office: Corporate Identity Number (CIN):
Unit 503, 5th Floor, U65923MH2009PTC198201
Leela Business Park, Registered Office:
Andheri Kurla Road,
Andheri (East), Mumbai - 400059 Unit 503, 5th Floor, Leela Business Park,
• www.unionmf.com Andheri Kurla Road, Andheri (East),
Mumbai - 400059.
Toll Free No. 18002002268
• Non Toll Free. 022-67483333 • Fax No: 022-67483401
• Email: investorcare@unionmf.com
Website: www.unionmf.com
Name of Trustee Company: Name of Sponsors:

Union Trustee Company Private Limited Union Bank of India
Corporate Identity Number (CIN): Registered Office:
U65923MH2009PTC198198 Union Bank Bhavan, 239, Vidhan Bhavan Marg,
Registered Office: Nariman Point, Mumbai - 400 021.
Unit 503, 5th Floor, Leela Business Park, Dai-ichi Life Holdings, Inc.
Andheri Kurla Road, Andheri (East), 13-1, Yurakucho 1-Chome, Chiyoda-ku,
Mumbai - 400 059. Tokyo 100- 8411, Japan
Tel: +91-22-6748 3300 • Fax: +91-22-6748 3401
ANNUAL REPORT 2019-20
Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.
CONTENTS
Trustee Report 3 - 229
Independent Auditor’s Report 230 - 231
Balance Sheet 232
Revenue Account 233
Cash Flow 234
Schedules 235 - 236
Notes 237 - 247
Annexure 1 248 - 249
Perspective Historical Per Unit Statistics 250 - 252
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TRUSTEE REPORT
The Board of Directors of Union Trustee Company Private Limited has great pleasure in presenting the Ninth Annual Report and the Audited Accounts of the Schemes of Union Mutual
Fund for the Financial Year ended March 31, 2020.
Brief Background of Sponsors, Trust, Trustee Company and Asset Management Company (AMC)
Union Mutual Fund
Union Mutual Fund ("the Mutual Fund" or “the Fund”) was set up as a trust on December 1, 2010 by Union Trustee Company Private Limited [the Trustee/Trustee Company] in accordance with
the provisions of the Indian Trusts Act, 1882 (2 of 1882) and is duly registered under the Indian Registration Act, 1908 with Union Bank of India and Dai-ichi Life Holdings, Inc. as the Sponsors.
The Trustee has entered into an Investment Management Agreement (IMA) dated December 2, 2010 with Union Asset Management Company Private Limited [the AMC] to function as the
Investment Manager for all the schemes of the Mutual Fund. The Mutual Fund was originally registered with SEBI on March 23, 2011 under Registration Code MF/066/11/01.
The Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India acquired the
entire shareholding held by KBC Participations Renta in Union Asset Management Company Private Limited and Union Trustee Company Private Limited, which constituted 49% (forty
nine per cent) of: (a) the paid-up equity share capital of Union Asset Management Company Private Limited; and (b) the paid-up equity share capital of Union Trustee Company Private
Limited. The Board of Directors of Union Asset Management Company Private Limited and Union Trustee Company Private Limited approved the aforesaid transfer of shares on
September 20, 2016.
Pursuant to the above change in shareholding, Union KBC Mutual Fund was renamed as Union Mutual Fund, and SEBI vide its letter dated November 08, 2016 issued fresh Registration
Certificate No. MF/066/11/01 dated November 08, 2016 in the name of Union Mutual Fund and cancelled the old Registration Certificate No. MF/ 066/11/01 dated March 23, 2011 in the
name of Union KBC Mutual Fund.
Subsequently, pursuant to the Investment and Subscription Agreement between Union Bank of India, Dai-ichi Life Holdings, Inc. and Union Asset Management Company Private Limited,
Dai-ichi Life Holdings, Inc. had on May 17, 2018, invested in Union Asset Management Company Private Limited to the extent of 39.62% of the post issue share capital of Union Asset
Management Company Private Limited, on a fully diluted basis, subject to relevant terms and conditions. Pursuant to this investment, Dai-ichi Life Holdings, Inc. holds more than 40% of
the networth of Union Asset Management Company Private Limited. Consequently, Union Bank of India and Dai-ichi Life Holdings, Inc. have become Co-sponsors of Union Mutual Fund.
The Sponsors of Union Mutual Fund
Union Mutual Fund is sponsored by Union Bank of India and Dai-ichi Life Holdings, Inc. The Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations
Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India (Sponsor) and KBC Participations Renta (erstwhile co-sponsor) have entrusted a sum of ₹ 1,00,000 each to
the Trustee as the initial contribution towards the corpus of the Mutual Fund.
Union Bank of India is one of the leading public sector banks in India and is headquartered in Mumbai. As on May 31, 2020, the Bank had a network of about 9447 domestic branches, 3
foreign branches, 1 representative office and 1 subsidiary office and 1 joint venture and around 30 million customers. Moreover, all of these branches are integrated under the Core
Banking Solution. Union Bank of India was one of the first large public sector banks in the country to have implemented 100% networking of branches.
Dai-ichi Life Holdings, Inc. (“Dai-ichi Life”) is a stock company with limited liability, incorporated under the laws of Japan in the year 1902 and listed on the Tokyo Stock Exchange. Dai-ichi
Life is a financial services holding company engaged in carrying out both insurance and non-insurance (including asset management) businesses through various subsidiaries and
affiliated companies. Over the past 10 years, Dai-ichi Life has expanded its business globally and is currently engaged in the life insurance sectors of 7 jurisdictions other than Japan. In
addition to the life insurance business, Dai-ichi Life is also engaged in the business of asset management and has setup a trilateral business structure to cover the asset management
markets of Japan, Europe and USA. Dai-ichi Life carries out asset management business in Japan and overseas through its group company /affiliates, Asset Management One Co. Ltd.
and the Janus Henderson Group. Asset Management One Co. Ltd. and Janus Henderson Group are emerging global asset management companies that provide customers with high
quality products and services. Dai-ichi Life is a committed and reputable player in the insurance and asset management business.
Union Trustee Company Private Limited (the Trustee)
Union Trustee Company Private Limited [Corporate Identity Number (CIN): U65923MH2009PTC198198] is a company incorporated under the Indian Companies Act, 1956 and was
incorporated on December 30, 2009 having its Registered Office at Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East) Mumbai – 400 059.
The Trustee is the exclusive owner of the Trust Fund and holds the same in trust for the benefit of the unit holders. The liabilities and the responsibilities of the Trustee shall be as prescribed
in the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time (the Regulations). Union Trustee Company Private Limited, through its Board of Directors, has been
discharging its duties and carrying out the responsibilities as provided in the Regulations and the Trust Deed. The Trustee seeks to ensure that the Fund and the Schemes floated there
under are managed by the AMC in accordance with the Trust Deed, the Regulations, directions and guidelines issued by SEBI, the Stock Exchanges, the Association of Mutual Funds in
India (AMFI) and other regulatory agencies.
Directors of the Trustee Company (as on March 31, 2020):
Directors of the Trustee Company (as on March 31, 2020):
Name Brief Experience
Dr. K. Cherian Varghese# Dr. Cherian is the Chairman of the Board of Directors of the Trustee Company. He was the Chairman of the Board for Industrial and Financial
Reconstruction (BIFR) from the year 2009 to 2010 with responsibilities of overall governance. He was also the Chairman and Managing Director of
Union Bank of India and Corporation Bank from the year 2004 to 2006 and year 2000 to 2004 respectively.
He has also worked with National Institute of Securities Market as a Member, Board of Governors, IDBI Intech as Director, Export Import Bank of India
as Director, Indian Institute of Banking and Finance as President.
Mr. Kurian Peter Arattukulam# Mr. Kurian is currently a Director on the Board of Muthoot Capital Services Limited and Muthoot Finecorp Limited. He was also a Director on the Board
of JP Morgan Asset Management India Private Limited, Geojit Financial Services Limited, Granules India Limited and Geojit Credits Private Limited.
He has held several positions in Unit Trust of India and was the Executive Trustee from 1987 till 1993. From 1997 to 2010, Mr. Kurian was the
Executive Chairman of Association of Mutual Funds in India (AMFI).
Mr. Kurian has also received two awards - Best Marketing Man of the year in 1987 and Best Professional Manager in 1989.
Mr. Durga Prasad Duvvuri# Mr. Duvvuri has been a consultant since 1993. He has been undertaking training and workshop sessions on change management for several
important academic institutions such as IIM-Bangalore, XIM-Bhubaneshwar, IRMA, Administrative Staff College of India - Hyderabad, UTI- Institute
of Capital Markets-Navi Mumbai, SBI Staff College and Management Associations.
Mr. Duvvuri was a member of the advisory Board of the incubation centre set up by Small Industries Development Bank of India and Indian Institute of
Technology, Kanpur in the IIT Campus at Kanpur till March 2005. He has been a columnist, on management matters, for a leading financial newspaper in India.
Mr. K. Madhava Kumar# Mr. Madhava Kumar was the Executive Director of Educhannel Mumbai, a consultancy firm for overseas education from April 2009 till February 2013.
Prior to this, he was associated with UTI Asset Management Company Limited at its Mumbai Head Office as the Chief General Manager in the
Department of Sales and Marketing. He joined the services of Unit Trust of India / UTI Asset Management Company Limited in December 1977.
Thereafter, through a series of internal promotions, he worked in different departments in various positions at various locations. Last worked as
President (Chief General Manager) in the Department of Sales and Marketing.
Mr. Madhava Kumar has over three decades of rich experience in Mutual Fund Operations.
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Directors of the Trustee Company (as on March 31, 2020): (Contd.)

Ms. Monika Kalia* Ms. Monika Kalia is the Chief General Manager of Union Bank of India, responsible for Finance and Accounts and Investor Relations functions. She is
a graduate in Commerce and a Company Secretary from Institute of Company Secretaries of India. She is also a certified member of Indian Institute of
Bankers. She has an exposure of over 23 years of working in field as well as administrative offices. She has been the Company Secretary of Union
Bank of India. Ms. Monika Kalia is currently a Director on the Board of Star Union Dai-ichi Life Insurance Company Limited.
* Associate Director # Independent Director
Union Asset Management Company Private Limited (the AMC)
Union Asset Management Company Private Limited [Corporate Identity Number (CIN): U65923MH2009PTC198201], is a company incorporated under the Indian Companies Act, 1956
on December 30, 2009, having its Registered Office at Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East) Mumbai – 400 059 (with effect from August 07, 2017).
Union Asset Management Company Private Limited has been appointed as the Asset Management Company of Union Mutual Fund by the Trustee vide Investment Management Agreement
(IMA) dated December 2, 2010, as amended from time to time, executed between Union Trustee Company Private Limited and Union Asset Management Company Private Limited.
Directors of the AMC (as on March 31, 2020):
Mr. Rajkiran Rai G.* Mr. Rajkiran Rai G. is the Managing Director and CEO of Union Bank of India. He is a graduate in agricultural Science and a certified member of Indian
Institute of Bankers. He has more than three decades of rich banking experience including heading Industrial Finance Branch, Regions and Zonal
Offices. He started his career in 1986 as an Agricultural Finance Officer in Central Bank of India, and has the rich experience of heading various
branches at different parts of the country for more than 17 years. On his elevation as General Manager, he was given the responsibility of heading
Human Resource Development Department. He was the Field General Manager of Mumbai Zone of Central Bank of India, when he was elevated to
the post of Executive Director of Oriental Bank of Commerce. He was also serving on the Board of Canara HSBC Oriental Bank of Commerce Life
Insurance Co. Ltd.
Mr. Gopal Singh Gusain* Mr. Gopal Singh Gusain is the Executive Director of Union Bank of India. He is a Science graduate from Garhwal University and is an Associate
Member of Institute of Cost & Management Accountants of India and Indian Institute of Bankers. He also holds diploma in Treasury, Investment and
Risk Management. As a career banker with the Punjab National Bank, he has exposure of 24 years of working in field as well as administrative offices.
He has worked in Credit and Risk Management function extensively. He has held various positions such as Chief Executive of Hong Kong Operations,
Group Chief Risk Officer, Group Compliance Officer and General Manger Recovery & General Manager Corporate Credit.
Mr. Daiju Sasaki* Mr. Daiju Sasaki is Vice President - Investment Operations of Star Union Dai-ichi Life Insurance Company Limited. He was associated with DLI North
America Inc., as Senior Vice President, Investment Research from April 2017 to March 2019 and responsible for selecting and monitoring various
third party investment funds and Asset Management Companies. He has exposure of 19 years of working in various investment front offices
associated with Dai-ichi Life Insurance Company Ltd, Dai-ichi Life Vietnam Fund Management, Daiichi Life Insurance Company of Vietnam, Limited,
Dai-ichi Life and International (U.S.A.), Inc
Mr. S C. Gupta# Mr. Gupta, a practising Chartered Accountant, is a Senior Partner of M/s Suresh Chandra & Associates New Delhi, a Chartered Accountant's firm set
up by him in February 1975.
He has discharged duties as Government Nominee / Shareholder Director of Public Sector Banks / Undertakings including Canara Bank, UCO Bank,
Power Finance Corporation Ltd, BOB Capital Markets Limited, PNB Asset Management Company Limited.
He passed the C.A examination of the Institute of Chartered Accountants of India in November 1973 in the first attempt securing All India 13th Rank.
He was associated with PNB Asset Management Company as an Independent Director from the year 1999 till 2005.
He is currently a Director on the Boards of various companies.
Mr. Anil Bafna# Mr. Anil Bafna, a practicing Chartered Accountant, is a Senior Partner of A. Bafna & Co., Chartered Accountants.
He was associated with Rajasthan State Industrial Development and Investment Corporation Limited (RIICO) as an Independent Director from May
2015 till 2019.
He was also associated with India Nivesh Ltd. as Chairman from 2007 till 2014.
He has discharged duties as a member of the Committee on Financial Markets & Investment Protection of Institute of Chartered Accountants of India
and even as a National Expert of United Nation Industrial Development Organisation (UNIDO), Vienna, Austria.
He is currently a Director on the Boards of various companies.
Mr. Prakash Karnik# Mr. Prakash Karnik was the Managing Director at IDFC Private Equity till June 2008. He worked with IDFC Private Equity, a 100% subsidiary and
asset management company of IDFC for two and a half years and invested in a number of infrastructure companies on behalf of two Private Equity
Funds of the size of US $ 630 million. Mr. Prakash Karnik was a freelance advisor to Baring Private Equity Advisors India since May 2003. Mr. Karnik
was a Director with Jardine Fleming India Securities Ltd and subsequently its group company Electra Partners Asia since March 1996 till May 2003
and also a Director with Capital International Asia CDPQ INC for one year till March 2003. He was in charge of Indian investments of Electra and along
with his team developed the Indian portfolio.
Mr. Karnik has served as a member on the listing advisory committee of the National Stock Exchange of India.
Mr. Karnik has contributed in the creation of the first venture capital fund in the year 1987 in India on behalf of UTI. He worked as the General Manager
of the Unit Trust of India (UTI), where he worked for over 10 years till February 1996. He was responsible for setting up primary market division in UTI.
Mr. Karnik has also been involved in the purchase of privatization assets from the Government of India from its very inception. Mr. Karnik has served
as Director on various public and private companies in India.
Mr. Animesh Chauhan# Mr. Animesh Chauhan, was the Managing Director & Chief Executive Officer of Oriental Bank of Commerce for the period December 2014 to June
2017. He has more than three decades of rich banking experience including handling Overseas operations, Regions and Zonal Offices. He started his
career in 1979 as Direct Recruited Officer in Bank of Baroda and was elevated as General Manager in February 2010. He joined Central Bank of India
on his elevation as Executive Director on August 2013 and he was overseeing the portfolios such as Retail Banking, Information Technology,
Transaction Banking, Priority Sector, MSME and Recovery. He was also serving on the Board of Canara HSBC Oriental Bank of Commerce Life
Insurance Co. Ltd, India Infrastructure Finance Company Limited, Indian Institute of Banking & Finance and member of Indian Bank Association and
National Institute of Banking Studies and Corporate Management.
*Associate Director #Independent Director
4
OPERATIONS:
As of 31st March 2020, Union Mutual Fund had 15 Open-ended schemes, namely Union Multi Cap Fund, Union Liquid Fund, Union Long Term Equity Fund (Formerly Union Tax Saver
Scheme), Union Dynamic Bond Fund, Union Small Cap Fund, Union Largecap Fund, Union Balanced Advantage Fund, Union Corporate Bond Fund, Union Equity Savings Fund, Union
Value Discovery Fund, Union Arbitrage Fund and Union Overnight Fund, Union Focused Fund, Union Large & Midcap Fund and Union Midcap Fund.
In addition, Union Mutual Fund also had a close-ended scheme, namely Union Capital Protection Oriented Fund-Series 8 as of March 31, 2020. It may be noted that Union Capital
Protection Oriented Fund-Series 7 had matured on 3rd March 2020.
Equity Market Review (F.Y. 2019 - 20)
The Financial Year 2019-2020 was volatile with 3 main events influencing the market: (1) re-election of the NDA-led Government in May 2019, (2) taxation reforms introduced in
September 2019 and (3) disruption caused by the Coronavirus pandemic.
Nifty 50 Index fell by 26.0%, while the Nifty Midcap 100 Index lost 35.9% and Nifty Smallcap 100 Index lost 46.1%. Sectors that fared better were FMCG (Nifty FMCG Index -9.9%),
Information Technology (Nifty IT Index -18.3%) and Pharma (Nifty Pharma Index -23.2%). Sectors that dragged the market lower were Metals (Nifty Metal index -47.9%), Auto (Nifty Auto
Index -43.2%), Banks (Nifty Bank Index -37.1%) and Energy (Nifty Energy Index -32.5%).
As investors turned risk-averse, demand for safer investment avenues increased. Hence, interest rates globally declined, with US 10-year interest rates moving down to
0.668% from 2.407%. Indian 10-year Government security yields also fell from 7.35% to 6.14%. Reduced economic activity around the globe due to the pandemic sent crude oil
prices down 78%. Indian currency depreciated by 9% against the US Dollar, from 69.16 to 75.63. Amid economic uncertainty, Gold as an asset class gave strong returns for the
year (MCX iCOMDEX Gold +27.2%).
Despite a stable government being re-elected and taxation reforms passed by the finance ministry, the economic outlook remained subdued for the year. This was driven by weakened
consumer sentiments and tight financial liquidity conditions. While Government expenditure continued to drive overall economic growth, the expected recovery in private capital
investments remained elusive. Globally too, trade tensions between the USA and China kept the growth outlook in check.
The year ended with the outbreak of Coronavirus across the globe. All the affected nations brought public activity down to a halt, in a bid to contain its spread. In response to the resultant
economic shocks, global central banks, led by the Federal Reserve, have injected liquidity into the system to cushion the impact. Indian Government implemented one of the strictest
lockdowns seen in the world and announced a INR20 lakh crore financial relief package to fight the pandemic. As the infection rate is coming under control and restrictions are being lifted,
signs of economic recovery are visible in some sections of the economies, both locally and globally. While a strong economic recovery is expected in FY22, global rating agencies on
average have estimated a ~10% loss in GDP over FY21-22.
Debt Market Review (F.Y. 2019 -20)
The domestic economy continued to decelerate throughout the year. High frequency indicators across the sectors indicated growth slowdown. A sharp slowdown in investment activity
along with a continued moderation in private consumption growth further widened the negative output gap. The weakness in economic activity was visible in quarterly GDP numbers. GDP
growth fell from 5.7% for Q4 2018-19 to 3.10% in Q4 2019-20.
Consumer Price Index (CPI) remained within RBI’s comfort zone of 4% in H1 2019-20, however, in H2 2019-20 CPI started moving up and spiked to 7.59% in January 2020 and thereafter
trended downwards to 5.91% in March 2020. The spike in headline inflation was on account of increase in food inflation which jumped from 2.36% in July 2019 to 14.12% in December
2019 and then moved down to 8.76% in March 2020.
During the year 2019-20, the Monetary Policy Committee (MPC) reduced the policy repo rate under the liquidity adjustment facility (LAF) by 185 basis points to 4.40% and fixed rate
reverse repo rate by 200 basis points to 4.0%. In the last MPC meeting announced on 27th March 2020, the repo rate was reduced by 75 basis points to deal with the economic situation
arising out of Covid-19 pandemic.
In the aftermath of covid-19 pandemic, RBI announced a number of measures to ease the stress in the financial markets. Despite ample liquidity in the system, its distribution is highly
asymmetrical across the financial system, and starkly so within the banking system. To help banks tide over the pandemic induced disruption, RBI cut the cash reserve ratio (CRR) of all
banks by 100 basis points to 3.0 per cent of net demand and time liabilities (NDTL).
The credit spreads spiked and corporate bond markets turned illiquid over the fears of COVID-19 disruptions. To stabilise the markets, the RBI conducted Targeted Long Term Repos
(TLTRO) for Rs 1,00,000 crores.
The RBI injected durable liquidity of Rs 3.74 lakh crores in the financial system. This helped the banking system and the spike in money market rates and the credit spreads normalised.
Gross market borrowing for the year was Rs 7.1 lakh crores and the fiscal deficit was 3.8% of GDP against 3.3% budgeted. Higher market borrowing and slippage in fiscal deficit
expectations kept the term spreads elevated and upwards of 150 basis points.
The rate cuts and various RBI measures brought the interest rates down across the yield curve. The 10-year benchmark G-Sec yield fell by 107 basis points from 7.27% at the beginning of
the year to 6.20% at the end of the financial year. AAA-rated PSU 10 year bond yield fell by 100-120 basis points during the year. The impact was seen more in short maturity (upto 3 years)
instruments where yield fell by 150-160 basis points.
Investment Objective and performance of the schemes :
1. Union Multicap Fund (Formerly Union Equity Fund):
An open-ended equity scheme investing across large cap, mid cap, small cap stocks. The investment objective is to achieve long-term capital appreciation by investing substantially
in a portfolio consisting of equity and equity related securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY
2019-2020, the NAV return of the Growth Option was -20.47% and that of Direct Plan - Growth Option was -19.96%. The fund out-performed its benchmark, the S&P BSE 500 TR
Index* which returned -26.46%. Superior stock selection has enabled the scheme to achieve this.
*Disclaimer: The “Index” viz. “S&P BSE 500 Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&PDow Jones Indices LLC or its affiliates (“SPDJI”)
and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme
Information Document (SID) of the Scheme.
2. Union Long Term Equity Fund (Formerly Union Tax Saver Scheme):
An Open-ended Equity Linked Saving Scheme with a statutory lock in of 3 years and tax benefit. The investment objective is to generate income and long-term capital appreciation
by investing substantially in a portfolio consisting of equity and equity related securities. However, there can be no assurance that the investment objective of the scheme will be
achieved. During the year FY 2019-2020, the NAV return of the Growth Option was -20.79% and that of Direct Plan - Growth Option was -20.54%. The fund out-performed its
benchmark, the S&P BSE 500 TR Index* which was down -26.46%. Superior stock selection has enabled the scheme to achieve this.
*Disclaimer: The “Index” viz. “S&P BSE 500 Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”)
3. Union Small Cap Fund (Formerly Union Small and Midcap Fund):
Small Cap Fund - An Open Ended Equity Scheme predominantly investing in Small Cap stocks. The investment objective of the scheme is to achieve long term capital appreciation
by investing in a portfolio consisting of equity and equity related securities, predominantly of small cap companies. However, there can be no assurance that the investment objective
of the scheme will be achieved. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was down -23.13% and that of Direct Plan - Growth Option was down -
5
22.58%, however the fund outperformed its benchmark, the Nifty Small Cap 100 TR Index* which was down by -45.30%. The Fund follows a quality oriented approach towards
portfolio creation with focus on companies with healthy balance sheets, good return ratios and long term structural growth, avoiding cyclical stocks and companies with significant
debt on their books. This approach helped the fund outperform the benchmark during the year.
*Disclaimer: The “Product” offered by “the issuer” is not sponsored, endorsed, sold or promoted by NSE Indices Limited (formerly known as India Index Services & Products
Limited). NSE Indices does not make any representation or warranty, express or implied (including warranties of merchantability or fitness for particular purpose or use) and
disclaims all liability to the owners of “the Product” or any member of the public regarding the advisability of investing in securities generally or in the “the Product” linked to Nifty
Smallcap 100 Index or particularly in the ability of the Nifty Smallcap 100 Index, to track general stock market performance in India. Please read the full Disclaimers in relation to the
Nifty Smallcap 100 Index in the Scheme Information Document.
4. Union Largecap Fund (Formerly known as Union Focussed Largecap Fund):
Large Cap Fund - An open ended equity scheme predominantly investing in large cap stocks. The investment objective of the Scheme is to seek to generate capital appreciation by
investing in a portfolio of select equity and equity linked securities of large cap companies. However, there can be no assurance that the Investment Objective of the scheme will be
achieved. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was down -23.23% and that of Direct Plan - Growth Option was down -22.71%. However, the
fund outperformed its benchmark, the BSE 100 TR Index* which was down -25.56%. Superior stock selection has enabled the scheme to achieve this.
*Disclaimer: The “Index” viz. “S&P BSE 100”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and
BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information
Document (SID) of the Scheme.
5. Union Balanced Advantage Fund (Formerly known as Union Prudence Fund):
An Open-ended Dynamic Asset Allocation Fund. The investment objective of the Scheme is to achieve long term capital appreciation and generate income through an equity
portfolio by using long equities, equity derivatives and arbitrage opportunities available. However, there is no assurance that the Investment Objective of the scheme will be
achieved. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was down -9.74% and that of Direct Plan - Growth Option was down -9.19%, however the
fund outperformed its benchmark, the 65% S&P BSE 50 Index (+) 35% CRISIL Composite Bond Index TR Index* which was down -12.29%. Along with the out performance, the
volatility of the scheme returns, as measured by standard deviation, was lower than that of benchmark equity returns, which is in line with the stated objective. Timely Equity
Allocation throughout the year helped the scheme achieve this.
*CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any
commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does
not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially
states that it has no financial liability whatsoever to the users of CRISIL Indices.
6. Union Value Discovery Fund:
An Open-ended equity scheme following a value investment strategy. The investment objective of the scheme is to seek to generate long term capital appreciation by investing
substantially in a portfolio of equity and equity related securities of companies which are undervalued (or are trading below their intrinsic value). However, there can be no assurance
that the Investment Objective of the scheme will be achieved. The NAV of the Regular Plan - Growth Option was down -27.58% and that of Direct Plan - Growth Option was down -
26.85%, during FY 2019-2020. The fund underperformed its benchmark, the BSE 500 TR Index* which was down -26.46%. The strategy for the Union Value Discovery Fund is to
invest significant portion of fund assets in Bargain stocks which we believe are trading at a discount to the current fair value as they are out of favour largely due to temporary factors.
We expect these stocks to re-rate as and when headwinds in the sector or the company recede over a period of time and hence are expected to deliver superior returns.
7. Union Equity Savings Fund:
An Open Ended Scheme investing in Equity, Arbitrage and Debt. The investment objective of the scheme is to seek capital appreciation and/or to generate consistent returns by
actively investing in a combination of diversified equity and equity related instruments, arbitrage and derivative strategies and exposure in debt and money market instruments.
However, there is no assurance that the Investment Objective of the scheme will be achieved. The NAV of the Regular Plan - Growth Option was down -3.95% and that of Direct Plan
- Growth Option was down -3.45%, during FY 2019-2020. The fund underperformed its benchmark, CRISIL Short Term Debt Hybrid 75+25 Fund Index* which was up 0.46%. Over-
weight position in unhedged equity relative to the benchmark resulted in the underperformance. The volatility of the scheme returns, as measured by standard deviation, was lower
than that of benchmark equity returns, which is in line with the stated objective.
8. Union Arbitrage Fund:
An Open Ended scheme investing in Arbitrage Opportunities. The investment objective of the scheme is to generate capital appreciation and income by predominantly investing in
the cash and derivatives segment of the equity market, and by investing the balance in debt and money market instruments. However, there is no assurance that the Investment
Objective of the scheme will be achieved. The NAV of the Regular Plan - Growth Option was up 6.50% and that of Direct Plan - Growth Option was up 7.05%, during FY 2019-2020.
The fund marginally out-performed its benchmark, the Nifty 50 Arbitrage Index* which was up 6.09%. The arbitrage positions are executed taking calculative measures , taking
exposure to maximum stock with equal weights and avoiding undue risky exposure ,thereby outperformed the benchmark.
*Disclaimer: The “Product” offered by “the issuer” is not sponsored, endorsed, sold or promoted by NSE Indices Limited (formerly known as India Index Services & Products
Limited). NSE Indices does not make any representation or warranty, express or implied (including warranties of merchantability or fitness for particular purpose or use) and
disclaims all liability to the owners of “the Product” or any member of the public regarding the advisability of investing in securities generally or in the “the Product” linked to Nifty 50
Arbitrage Index or particularly in the ability of the Nifty 50 Arbitrage Index, to track general stock market performance in India. Please read the full Disclaimers in relation to the Nifty
50 Arbitrage Index in the Scheme Information Document.
9. Union Large & Midcap Fund:
An open-ended equity scheme predominantly investing in large and midcap stocks. The investment objective of the Scheme is to seek to generate capital appreciation by investing
in a portfolio of select equity and equity linked securities of mid cap companies. However, there can be no assurance that the Investment Objective of the scheme will be achieved.
The scheme was launched in during the year FY 2019-2020 and the NAV of the Regular Plan - Growth Option since inception is down -24.40% and that of Direct Plan - Growth
Option was down -24.2%. However, the fund outperformed its benchmark, the S&P BSE 250 LargeMidCap TR Index * which was down -27.03%. Superior stock selection has
enabled the scheme to achieve this.
*Disclaimer: The “Index” viz. “S&P BSE 250 LargeMidCap Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its
affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to
the Scheme Information Document (SID) of the Scheme.
6
10. Union Focused Fund:

An open ended equity scheme investing in maximum 30 stocks. The investment objective of the Scheme is to seek to generate capital appreciation by investing in a portfolio of select
equity and equity linked securities upto a maximum of 30 stocks across market capitalization. However, there can be no assurance that the Investment Objective of the scheme will
be achieved. The scheme was launched in during the year FY 2019-2020 and the NAV of the Regular Plan - Growth Option since inception is down -15.20% and that of Direct Plan -
Growth Option was down -14.60%. However, the fund outperformed its benchmark, the S&P BSE 500 TR Index * which was down -20.07%. Superior stock selection has enabled
the scheme to achieve this.
11. Union Midcap Fund:
Mid Cap Fund - An open ended equity scheme predominantly investing in mid cap stocks. The investment objective of the Scheme is to achieve long term capital appreciation and
generate income by investing predominantly in equity and equity related securities of mid cap companies. However, there can be no assurance that the Investment Objective of the
scheme will be achieved.
Union Midcap Fund is a new Scheme. Its initial allotment was on March 23, 2020 and first NAV was on March 30, 2020 and hence performance for the Scheme has not been
provided.
12. Union Liquid Fund:
An Open-Ended Liquid Scheme. The investment objective is to provide reasonable returns commensurate with lower risk and high level of liquidity through a portfolio of money
market and debt securities. However, there can be no assurance that the investment objective of the scheme will be achieved.
During the year FY 2019-2020, the NAV of the regular Growth Option was up 6.16% while NAV of the Direct Plan - Growth Option was up 6.26%, however the fund underperformed
its benchmark, the CRISIL Liquid Fund Index* which was up by 6.39%. The fund reduced the exposure to companies and sectors where the financial stress was likely to intensify due
to COVID-19 pandemic. Lower exposure to high yield papers led to underperformance in the year.
13. Union Dynamic Bond Fund:
An open-ended dynamic debt Scheme investing across duration, the investment objective is to actively manage a portfolio of good quality debt as well as money market instruments
so as to provide reasonable returns and liquidity to the investors. However, there can be no assurance that the investment objective of the scheme will be achieved.
During the year FY 2019-2020, the NAV of the regular growth plan was up 11.64% while NAV of the direct growth plan was up 11.95% however the fund underperformed its
benchmark, the CRISIL Composite Bond Fund Index* which was up by 12.65%. During the year, the duration profile of the scheme was maintained at higher levels than that of the
benchmark in anticipation of rate cut and liquidity measures from RBI. The fund invested in G-Sec and AAA rated PSU bonds largely and avoided investing in any security rated
lower than AAA. The fund underperformed the benchmark as the yield curve steepened during the year due to expectations of larger than normal GOI market borrowing in FY21.
14. Union Capital Protection Oriented Fund - Series 7
A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing
on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments.
However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is “oriented
towards protection of capital” and not “with guaranteed returns”. Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not
from any bank guarantee, insurance cover etc.
The scheme matured on March 3, 2020. The Fund was launched in Feb 2017 and the allotment was completed on 28th February, 2017. Since inception, the scheme's Regular Plan -
Growth Option gave returns of 6.12% while Direct Plan - Growth Option gave returns of 6.71%. The Scheme underperformed its benchmark, 85% CRISIL Short Term Bond Fund
Index (+) 15% S&P BSE 50 Index which gave a return of 8.36%, as the Fund is close ended with the fixed income portion invested in debt securities maturing in line or prior to the
Fund maturity and the benchmark consists of higher duration bonds. The fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the
Nifty. The high cost of the option has led to the current under-performance.
15. Union Capital Protection Oriented Fund - Series 8
A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing
on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments.
However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is "oriented
towards protection of capital" and not "with guaranteed returns". Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not
from any bank guarantee, insurance cover etc.
The Fund was launched in September 2017 and the allotment was completed on 8th September, 2017. Since inception, the scheme's Regular Plan - Growth Option gave returns of
1.33% while its Direct Plan - Growth Option gave returns of 1.85% till March 2020 and underperformed its benchmark, the (CRISIL Hybrid 85+15 Conservative Index) which gave a
return of 5.81%, as the Fund is close ended with the fixed income portion invested in debt securities maturing in line or prior to the Fund maturity and the benchmark consists of
higher duration bonds. The fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the Nifty. The high cost of the option has led to the
current under-performance.
16. Union Corporate Bond Fund
An Open-Ended Debt Scheme predominantly investing in AA+ and above rated corporate bonds. The investment objective is to achieve long term capital appreciation by investing
substantially in a portfolio of corporate debt securities. However, there can be no assurance that the investment objective of the scheme will be achieved.
The scheme was launched in May 2018. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was up 4.18% while NAV of the Direct Plan - Growth Option
was up 4.60% , however the fund underperformed its benchmark, the CRISIL Short Term Bond Fund Index* which was also up by 11.53%. Multiple credit rating downgrades of one
of the securities and its subsequent sale at discount having ~7% exposure of fund AUM led to the underperformance in the year.
7
17. Union Overnight Fund

An Open-Ended Debt Scheme investing in overnight securities, the investment objective of the Scheme is to generate returns by investing in Debt and Money Market Instruments
with overnight maturity. However, there is no assurance that the investment objective of the scheme will be achieved.
The scheme was launched in March 2019. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was up 5.03% while NAV of the Direct Plan - Growth Option
was up 5.14% the fund underperformed its benchmark, the CRISIL Overnight Index* which was up by 5.28% The fund invests its corpus in overnight tri-party repos as per the fund
mandate. The moderate size of the fund led to underperformance of the fund.
Basis and policy of investment underlying the scheme
The basis and policy of investment of the Schemes is in line with the investment objective of the Scheme as mentioned above, and as per the asset allocation pattern and investment
strategy detailed in the respective Scheme Information Document (SID).
MUTUAL FUND INVESTMENTS ARE SUBJECT TO MARKET RISKS, READ ALL SCHEME RELATED DOCUMENTS CAREFULLY.
Equity Market Outlook:
Post the rally in June 2020, Nifty is down 15% from 31st December 2019 and is trading at a significant discount to its current fair value, based on our internal research. While the fair value
growth in the near term could be significantly impacted, we believe the slowdown would be temporary and the recovery will be swift.
Since market returns are driven by both fair value growth as well as valuation re-rating, current valuations present an attractive opportunity for investors to increase their allocation to
Equity. According to us, the driver of fair value growth beyond the current slowdown could be a) Government introducing stimulus measures to boost private consumption which has
slowed due to the lockdowns, b) cyclical uptick in economy along with release of pent up demand, which can lead to improved capacity utilization, c) consequent earnings growth from
increased asset utilization, getting a boost from operating leverage, and d) reduction in the cost of equity led by accommodative monetary policies - both locally and globally.
However, the key risks to near term fair value growth are a) longer-than-expected economic slowdown due to Covid-19 outbreak, b) a second wave of Covid-19 infections and c) higher
fiscal and current account deficit.
Debt Market Outlook:
The macroeconomic impact of the pandemic is turning out to be more severe than initially anticipated, and various sectors of the economy are experiencing acute stress. The impact of the shock
has been compounded by the interaction of supply disruptions and demand compression. The inflation outlook should remain benign with lockdown-related supply disruptions mended.
The inflation outlook is highly uncertain. As supply lines get restored in the coming months with gradual relaxations in the lockdown, the unusual spike in food inflation in April 2020 is
expected to moderate. Deficient demand may hold down pressures on core inflation (excluding food and fuel), although persisting supply dislocations impart uncertainty to the near term
outlook. However, volatility in financial markets could have a bearing on inflation. These factors, combined with favourable base effects, are expected to take effect and pull down headline
inflation below 4% in H2 of 2020-21.
Economic activity other than agriculture is likely to remain depressed in Q1 of 2020-21 in view of the extended lockdown. Even though the lockdown may be lifted by end July with some
restrictions, economic activity even in Q2 may remain subdued due to social distancing measures and the temporary shortage of labour. Recovery in economic activity is expected to
begin in Q3 FY 2021 and gain momentum in Q4 FY2021 as supply lines are gradually restored to normalcy and demand gradually revives. For the year as a whole, downside risks to
domestic growth remain significant.
Given all these uncertainties, GDP growth in 2020-21 is estimated to remain in negative territory, with some pick-up in growth impulses from H2 of 2020-21 onwards. Fiscal deficit is
expected to widen significantly on back of lower revenues and fiscal stimulus.
Significant impact on corporate profits in fiscal 2021 is expected. The situation is likely to normalise by fiscal 2022 for most sectors if the pandemic is controlled timely.
In early fiscal 2021, the MPC reduced the policy repo rate under the liquidity adjustment facility (LAF) by 40 basis points to 4.00% and fixed rate reverse repo rate by to 3.35%. RBI also
announced a number of regulatory and development measures to ease the stress in economy and financial markets.
RBI announced TLTRO 2.0, refinancing of all India Financial Institutions, widened the spread between Repo and reverse repo rate to 65 basis points, eased the borrowing of State and
Central government borrowing in a non- disruptive manner, eased the asset classification norms etc.
The interest rates are expected to remain soft with downward bias in the near to medium term as
the economic activities are expected to remain muted and inflation is expected to be within RBI’s comfort zone of 4%.
The term spread and credit spreads are expected to compress further with measures announced by RBI and expectations of more measures to ease the stress in the economy.
Investor Services
Union Mutual Fund services a client base of more than 2 lakh accounts across India through its 18 offices and 204 Investor Service Centres (ISCs) of its Registrar and Transfer Agent (RTA),
Computer Age Management Services Pvt. Ltd. (CAMS). Our dedicated Call Centres at Chennai and Mumbai offer continuous and uninterrupted services to investors and distributors.
Union Mutual Fund has been focused on taking big strides on digital front. Following are the major initiatives executed for investors on our website during 2019-20 :
1. Union Chatbot - serves as an online assistant to investors
2. Quick Online Lumpsum Purchase
3. Quick online SIP Registration
4. Register for Online One Time Mandate (e-OTM)
5. Quick SIP Renewal (without login)
6. Online SIP Cancellation
7. Online SIP Pause
8. Online PAN Updation
These microsites aim at providing the investor with a clean interface, a rich user experience and helps complete the investment in a matter of minutes.
Union Mutual Fund is looking to expanding its digital presence to provide its distributors a seamless transaction path. The AMC has tied up with MF Utility, an industry initiated mutual fund
transaction platform. For IFAs we have enabled the facility of generating customized links for their respective investors for generating investments.
During the year under review, Union Mutual Fund has launched the following new schemes :
Scheme Name Type of scheme (uniform description of scheme)
Union Focused Fund An open ended equity scheme investing in maximum 30 stocks across market caps (i.e. Multi Cap)
Union Large & Midcap Fund Large & Mid Cap Fund - An open ended equity scheme investing in both large cap and mid cap stocks
Union Midcap Fund Mid Cap Fund - An open-ended equity scheme predominantly investing in mid cap stocks
We advise investors to regularly check their account statements and inform the AMC in case there is any difference in the investors’ details or the transaction details as reflected in the
account statement. Investors are requested to verify their bank account for receipt of dividend / redemption proceeds. Investors can approach any of the AMC offices or contact the Call
Centre for clarification/discrepancy, if any. We also advise investors to register their email address and mobile numbers, if not registered, to receive alerts about their financial and non-
financial transactions.
We would also request the investors to recheck the KYC status, since it is mandatory to complete the KYC requirements for unitholders including for all joint holders and the guardian in
case of folio of a minor investor for processing financial transactions (including redemption, switches and all types of systematic plans) and non-financial requests.
8
As on 31st March 2020, there are 2,52,899 investor accounts under all the schemes of the Fund.
Redressal of Complaints received against Union Mutual Fund during 2019-20
Name of Mutual Fund: Union Mutual Fund
Total number of folios as on March 31, 2020:
Com- Type of (a) No. of (b) No of Action on (a) and (b)
plaint complaint# complaints pending complaints Resolved Pending
code at the beginning received Within 30-60 60-180 Beyond Non 0-3 3-6 6-9 9-12
of the year during the year 30 days days days 180 days Actionable* months months months months
IA Non receipt of Dividend 0 0 0 0 0 0 0 0 0 0 0
on Units
IB Interest on delayed payment 0 0 0 0 0 0 0 0 0 0 0
of Dividend
IC Non receipt of Redemption 0 4 4 0 0 0 0 0 0 0 0
Proceeds
ID Interest on delayed payment 0 0 0 0 0 0 0 0 0 0 0
of Redemption
II A Non receipt of Statement of 0 0 0 0 0 0 0 0 0 0 0
Account/Unit Certificate
II B Discrepancy in Statement 0 0 0 0 0 0 0 0 0 0 0
of Account
II C Data corrections in Investor 0 54 54 0 0 0 0 0 0 0 0
details
II D Non receipt of Annual Report/ 0 0 0 0 0 0 0 0 0 0 0
Abridged Summary
III A Wrong switch between 0 1 1 0 0 0 0 0 0 0 0
Schemes
III B Unauthorized switch between 0 0 0 0 0 0 0 0 0 0 0
Schemes
III C Deviation from Scheme 0 0 0 0 0 0 0 0 0 0 0
attributes
III D Wrong or excess 0 0 0 0 0 0 0 0 0 0 0
charges/load
III E Non updation of changes 0 0 0 0 0 0 0 0 0 0 0
viz. address, PAN, bank
details, nomination, etc
IV Others 0 53^ 53^ 0 0 0 0 0 0 0 0
TOTAL 0 108 108 0 0 0 0 0 0 0 0
# including against its authorized persons/ distributors/ employees. etc.
*Non actionable means the complaints that are incomplete / outside the scope of the mutual fund.
^Out of the 53 complaints under the heading 'Others', 41 complaints pertain to transaction processing errors and 11 complaints pertains to scheme performance.
The above complaints data has been reviewed by the Board of Directors of Union Trustee Company Private Limited in its meeting held on May 29, 2020.
Significant Accounting Policies
Accounting policies are in accordance with Securities & Exchange Board of India (Mutual Fund) Regulations 1996.
9
Unclaimed Dividends & Redemptions:

For Financial Year 2019-2020 the amount of dividend and redemption declared and remaining unclaimed is Rs. 39,01,657.30.
Scheme Name Unclaimed Redemptions Unclaimed Dividend
Amount (Rs.) No. of Investors Amount (Rs.) No. of Investors
Union Asset Allocation Fund 130,993.13 3 1,893.24 1
Union Arbitrage Fund - -
Union Balanced Advantage Fund 59,795.46 2
Union Corporate Bond Fund 146,985.39 2 -
Union Captial Protection Oriented Fund Series 1 198,914.16 7
Union Captial Protection Oriented Fund Series 2 12,336.70 1 - -
Union Dynamic Bond Fund 170,595.23 1 - -
Union Equity Fund 807,360.33 12 6,531.65 7
Union Fixed Maturity Plan Series 7 59,367.00 3 - -
Union Largecap Fund 572,523.27 2
Union Liquid Fund 1.28 1 - -
Union Small Cap Fund 392,990.97 4 11,574.08 2
Union Long Term Equity Fund 52,192.84 2 27,525.19 42
Union Trigger Fund Series 2 296,874.03 5
Union Liquid Unclaimed Amount - Dividend Beyond 3 Years 1,821.05 1
Grand Total 3,852,312.09 59 49,345.21 53
The details on the process of claiming the unclaimed amounts and the necessary forms/documents for the same are available on the website i.e. www.unionmf.com
UPDATION OF KNOW YOUR CLIENT (KYC) DETAILS
In case there is any change in your KYC information please update the same by using the prescribed ‘KYC Change Request form’ and submit the same at the Point of Service
of any KYC Registration Agency.
VOTING RIGHTS POLICY, SCRUTINIZER’S CERTIFICATION, DETAILS OF ACTUAL EXERCISE OF PROXY VOTES ALONG WITH SUMMARY FOR 2019-20: As per the
requirements of SEBI Circular No. SEBI/IMD/CIR No. 18/198647/2010 dated March 15, 2010 and subsequent circular(s) thereto with regard to “Role of Mutual Funds in Corporate
Governance of Public Listed Companies”, Union Asset Management Company Private Limited has formulated its “Voting Rights Policy”. The said policy, the scrutinizer's certification
on the Voting Reports for Financial Year 2019-20, the details of actual exercise of proxy votes along with the summary of votes cast during the Financial Year 2019 – 2020 are
provided as Annexure A herewith. The scrutinizer's certification and the details of actual exercise of proxy votes are on the basis of the Voting Rights Policy applicable during the
Financial Year 2019-20.
Statutory Details:
The Sponsors are not responsible or liable for any loss resulting from the operation of the Schemes of the Fund beyond the initial contribution (to the extent contributed) of ₹ 2,00,000 made
for setting up the Fund, and such other accretions / additions to the same. The price and redemption value of the units, and income from them, can go up as well as down with fluctuations in
the market value of its underlying investments in securities. Full Annual Report shall be disclosed on the website (www.unionmf.com) and shall be available for inspection at the Head
Office of the Mutual Fund. Present and prospective unit holders / investors can obtain a copy of the trust deed, the full Annual Report of the Fund / AMC at a price and the text of the relevant
scheme.
Acknowledgements
Union Mutual Fund is grateful to its investors / unit holders for reposing faith and confidence in it. The Fund expresses its deep gratitude and places on record its appreciation to the
Securities and Exchange Board of India (SEBI), Association of Mutual Funds in India (AMFI), Reserve Bank of India (RBI) and other Government and regulatory authorities, Registrars,
Custodians and Bankers for their continued support, advice and co-operation.
For Union Trustee Company Private Limited
Sd/-
Director
Place : Mumbai
Date : July 24, 2020
10
ANNEXURE A:
VOTING RIGHTS POLICY, SCRUTINIZER’S CERTIFICATION, DETAILS OF ACTUAL EXERCISE OF PROXY VOTES ALONG WITH SUMMARY FOR 2019-20
Voting Rights Policy
Background:
Union Asset Management Company Private Limited (the AMC) is the Asset Management Company for Union Mutual Fund. In terms of the SEBI circular dated 15th March 2010 issued by
the Securities and Exchange Board of India (SEBI), as amended from time to time, the AMC has set out this Voting Policy. The Policy contains the principles that form the basis for exercise
of all voting rights attached to the securities issued by the Investee Companies. In general, the AMC does not have the intention to participate directly or indirectly in the management of the
companies but it will use its influence as the representative of the shareholders amongst others by exercising its voting rights in accordance with the best interests of its fund’s unit holders.
Philosophy:
Voting Right means, the right of a shareholder to vote on matters of corporate policy and other resolutions. The exercise of voting rights requires the regular monitoring of financial
performances, corporate governance matters, industry performances and subsequent consideration of the potential impact of a vote on the value of the securities of the issuer held by the
schemes of Union Mutual Fund. In order to discharge its obligations under this policy, the AMC accesses and utilizes research on management performance and corporate governance
issues, drawn from its in-house research team, independent research firms amongst others.
The Schemes are entitled to exercise the voting rights attached to the shares held by the respective schemes. The shareholders do not necessarily need to be physically present at the site
of the company's annual meeting / extra-ordinary general meeting in order to exercise their right to vote. It is common for shareholders to voice their vote by proxy and accordingly the AMC
may do so.
In connection herewith, the AMC will exercise adequate safeguards to address any conflicts of interest with regard to any individual investments. This may imply that the AMC through its
representatives may decide to refrain from exercising its voting rights if considered appropriate.
The AMC will generally vote with the issuer company’s management on routine matters where the AMC does not have a differing point of view. With respect to non-routine matters such as
proposed take-over, merger etc., the financial impact will be analysed and the vote will be cast on a case by case basis. Mutual fund assets will only be voted in the exclusive interest of the
unit holders, without taking into consideration the interest of the businesses of associated Companies. The strict separation of the AMC’s asset management activities from other activities
within associated companies prevents access of the Asset Management Company to insider and price sensitive information for which use and/or disclosure of such information could
generate conflicts of interest. As a result, Union Group companies inter se may vote differently on a voting issue.
The AMC will generally Abstain from voting for the following reasons :
1. The Information available in the notices is not sufficient to take any decision to vote for or against a resolution.
2. The Holding is in Schemes that are Exchange Traded Funds (ETF) or Index Funds or which are a part of Arbitrage position in any fund. As these holdings are not active holdings or
positions in the underlying companies, the AMC will abstain from voting on any resolutions from such holdings.
3. The Holding is in Group Company.
4. The Schemes of the Union MF held the securities as on the record date but these have been sold prior to the date of the meeting.
5. The issues presented in the resolutions are unlikely to have a material impact on shareholder value and consequently the unit holders.
Voting Guidelines:
The list of corporate matters for which voting rights may be required to be exercised is very wide.
However, some of the matters are critical for the investors and may impact the value of the investment in the long run. Broadly,
1. The AMC supports resolutions that change the state of incorporation, merger and other corporate restructuring etc. which are in the interest of the shareholder (respective schemes
of Union Mutual Fund).
2. The Changes to the capital structure proposed by the company management, which the AMC believes to be in the long term interest of the company and the shareholders shall be
supported and the AMC shall oppose such requests as are appearing to be unreasonably dilutive.
3. The AMC shall support proposals for employee equity compensation plans and other employee ownership plans including management compensation and employee benefits
provided the same are perceived by the AMC to be in the long term interest of the company and shall enhance shareholders value. The AMC shall oppose overly generous stock
options which could dilute existing shareholders value and also employee compensation perceived to be excessive.
4. The AMC shall evaluate issues relating to social and corporate responsibilities and may support matters which are believed to have significant socio-economic benefits but are not
at a cost to the shareholder’s value.
5. The AMC shall support the Board’s nominees in the election of Directors and generally support proposals that strengthen the independence of the Board of Directors. The AMC
believes that the foundation for good corporate governance is the selection of responsible, qualified, independent corporate Directors who are likely to diligently represent the
interest of the Shareholders and oversee the management of the company in a manner that will seek to maximise shareholder value over time.
6. Other proposals submitted to shareholders related to selection of the auditors, amendments to the company’s charter or by-laws and Issues, including those business issues
specific to the issuer or those raised by shareholders of the issuer, would be addressed on a case-by-case basis with a focus on the potential impact of the vote on shareholder value.
The AMC reserves the right to vote against any resolution that goes against the interest of its unit holders.
Decision Making Process:
The decision regarding the voting on the resolutions of the Investee companies, i.e whether the AMC will vote for or against the resolution or refrain from voting shall be jointly taken by the
Fund Manager and the Chief Investment Officer (CIO). In case the CIO is the Fund Manager or in case the CIO is absent, the decision will be taken jointly by the Fund Manager and the
Chief Executive Officer (CEO).
The AMC may consult other Institutional Shareholders and may consider the inputs from external agencies to arrive at the decision, if so required.
Conflict of Interest:
The AMC by virtue of being promoted by a large Financial Institution with many affiliates may be in a situation of conflict of interest. Conflict of interest may arise on account of the following
situations
11
ANNEXURE A:
1. The Investee Company is a Group Company of the AMC

2. The Investee Company is a client of the AMC, by virtue of its investments in the schemes of Union Mutual Fund
3. The affiliates of the AMC are lenders to the Investee Company
4. The Investee Company has a business association with the AMC.
In such cases, the AMC will continue to ensure that the voting is in the best interest of the unit holders. However, if, in the opinion of the AMC, the AMC is highly conflicted in any particular
resolution, the AMC may refrain from voting in such a case.
Review and Control Process:
The Investment Committee of the AMC shall review the voting rights exercised by the AMC periodically.
On an annual basis, the AMC shall obtain Auditor's certification on the voting reports disclosed. Such auditor's certification shall be submitted to the Board of Directors of the Trustee
Company and also disclosed in the relevant portion of the annual report distributed to the unitholders & on the website of the AMC.
The Board of Directors of the AMC and the Trustee Company shall review and ensure that the AMC has voted on important decisions that may affect the interest of investors and the
rationale recorded for vote decision is prudent and adequate. The confirmation to the same, along with any adverse comments made by the auditors, shall be reported to SEBI in the half
yearly trustee reports.
Delegation of Authority:
Any of the following personnel/ representatives of the AMC or an externally authorised agency would be delegated the responsibility for exercising the voting rights by the Managing
Director or the CEO (by whatever designation called) or the CIO:
• CIO
• Fund Manager (s)
• Head - Compliance
• Company Secretary
• Head - Research/ Research Analyst(s)
• Any other representative thought fit, depending on the matter on which vote is to be exercised.
• Representative of an externally authorized agency such as the Custodian
Exceptional circumstances:
There may be circumstances where the AMC believes it is in the best interests of a Fund to vote differently than in the manner contemplated by the Guidelines. The ultimate decision as to
the manner in which the AMC's representatives / proxies will vote rests with the AMC.
Disclosures:
This Policy shall be disclosed on the Website of the AMC and shall also be published in the Annual Report distributed to the Unit Holders. The actual exercise of the proxy votes in the
AGMs/EGMs of the investee companies including the specific rationale supporting its voting decision (for, against or abstain) with respect to each of the following vote proposals shall be
disclosed in the Annual Report to the Unit Holders and on the Website of the AMC:
1. Corporate governance matters, including changes in the state of incorporation, merger and other corporate restructuring, and anti-takeover provisions.
2. Changes to capital structure, including increases and decreases of capital and preferred stock issuances.
3. Stock option plans and other management compensation issues;
4. Social and corporate responsibility issues
5. Appointment and Removal of Directors.
6. Any other issue that may affect the interest of the shareholders in general and interest of the unit-holders in particular.
The above mentioned disclosure of votes cast (for, against or abstain) including the specific rationale supporting its voting decision shall be made by the AMC in the annual report
distributed to the unitholders and /or the website of the AMC as follows, in the format prescribed by SEBI, as amended from time to time:
a) Disclosure of votes cast on the website on a quarterly basis, within 10 working days from the end of the quarter.
b) Disclosure of votes cast in the annual report and on the website, on an annual basis.
c) Additionally, a summary of the votes cast across all the investee companies and its break-up in terms of total number of votes cast in favour, against or abstained from shall be
published.
d) Auditor’s certification on the Voting Reports shall be disclosed in the annual report and on the website.
Review of the Policy:
The Policy shall be subject to annual Review.
Note: The Policy has been revised with effect from July 01, 2020. Investors can access the revised policy on the AMC’s website viz. www.unionmf.com
12
ANNEXURE A:
Auditor’s Certification on the Voting Report for the FY 2019-20:

Strictly Private and Confidential July 07, 2020
Union Asset Management Company Private Limited
Unit 503, 5th Floor, Leela Business Park,
Andheri-Kurla Road, Andheri (East), Mumbai - 400059.
Certificate for Voting Report of Union Mutual Fund for the financial year 2019-20.
1. This certificate is issued in accordance with the terms of our engagement letter dated June 17, 2020.
2. We have been appointed as the Scrutinizer in terms of Rule 20 (3) (ix) of Companies (Management and Administration) Rules, 2014 including amendments thereto, by Union Asset
Management Company Private Limited (“the AMC”) to certify the Voting Reports disclosed by the AMC on its website, in terms of the Securities & Exchange Board of India ("the SEBI")
Circular No. SEBI/IMD/CIR No. 18/198647/2010 dated March 15, 2010, Circular No. CIR/IMD/DF/05/2014 dated March 24, 2014 and SEBI Circular No.
SEBI/HO/IMD/DF2/CIR/P/2016/68 dated August 10, 2016, as amended from time to time, containing details of votes cast by Union Mutual Fund (“the Fund") during the year ended March
31, 2020 (“the Voting Reports") for the purpose of onward submission to the Trustees of the Fund and for disclosure in the relevant portion of the Fund’s Annual Report and website.
Management’s Responsibility
3. The management of the AMC (defined as the Management Committee of the AMC) is responsible for the preparation of the Voting Reports and disclosure of the same in the Annual
Report and on their website in accordance with the provisions of the aforementioned SEBI circulars, as amended from time to time, maintaining the necessary records and for
ensuring compliance with the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time and other guidelines issued by SEBI for Mutual Funds and/or Asset
Management Companies and/or Trustee Companies in this regard.
Auditors Responsibility
4. Our responsibility, for the purpose of this certificate, is limited to certifying accuracy of the particulars contained in the Voting Reports with reference to the relevant records and
documents maintained by the AMC and produced before us for verification and the information, explanations and representations given to us.
5. We carried out our work in accordance with the Guidance Note on Reports or Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India (ICAI). This
Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Review of Historical
Financial Information and Other Assurance and Related Services Engagements.
7. Our procedures have been planned to obtain all information and explanations that we considered necessary for the purpose of our work, which included evaluating the particulars
contained in the Voting Reports as aforesaid.
8. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Criteria
9. The criteria against which the information was evaluated are:
a. Policies & procedures framed by the AMC for exercising their voting rights in respect of the shares held by the Schemes of the Fund.
b. Quarterly voting reports for the financial year ended March 31, 2020.
c. The documents maintained by the Fund concluding the voting decision on the resolutions of the Investee Companies.
d. The Minutes of the monthly meeting of the Investment Committee of the AMC for the financial year 2019-20.
e. Communication between the Custodian and the AMC for votes casted.
Observation
10. While checking the communication sent by the AMC to the Custodian for casting vote as “For” or “Against” the resolution, we observed that in 1 instance (one resolution pertaining to
Tata Metaliks Ltd. AGM; date - 27th August 2019), the decision of the investment team to vote in favour of the resolution (“For”) was erroneously communicated as “Against” the
resolution leading to an error in vote cast by the Custodian. We were informed that the process of emailing the voting decisions to the Custodian is performed manually and hence
such error occurred. The AMC is exploring possibility of automating the process.
Opinion
11. On the basis of the procedures performed as aforesaid, and according to the information, explanations and representations provided to us by the AMC, we certify that:
a. the Voting Reports were disclosed on the Fund’s website (in a spreadsheet format) on a quarterly basis within 10 working days from the end of the relevant quarter.
b. the contents of the Voting Reports are matching with the documents maintained by the Fund.
c. The Voting Reports disclosed by the AMC on its website (www.unionmf.com) for the Financial Year 2019-20 are in accordance with the requirements of the aforementioned
SEBI circulars.
Based on the procedures performed as mentioned in paragraph 9 above and information and explanations provided to us by the Company, except for the effect of the matter
described in the “Observation” section of our certificate, nothing has come to our attention that causes us to believe that, the details mentioned in the Voting Reports are inconsistent
or not in agreement with the relevant records and documents maintained and representations provided by the AMC for the financial year ended March 31, 2020.
Restriction on Use
12. This certificate has been issued at the request of the Management of the AMC for the purpose of onward submission to the Trustees of Union Mutual Fund and to enable the AMC
and Union Trustee Company Private Limited to comply with the requirements of disclosures in the Annual Report and the website of the Union Mutual Fund. This certificate should
not be used for any another purpose other than as mentioned in the aforesaid SEBI circulars and should not be distributed to any other party without our prior written consent.
Yours faithfully
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022
Sd/-
Milind Ranade
Partner
Membership No: 100564
UDIN: 19100564AAAABF6919
Disclosure of Exercise of Proxy Votes in Equity Holdings across all schemes of Union Mutual Fund
Summary of Proxy Votes cast by Union Mutual Fund across all the investee companies Summary of Votes cast during the F.Y. 2019-2020
F.Y. Quarter Total no. of resolutions Break-up of Vote decision
For Against Abstained
2019 -2020 April 2019 to June 2019 118 101 17 0
2019 -2020 July 2019 to September 2019 1010 903 107 0
2019 -2020 October 2019 to December 2019 26 24 2 0
2019 -2020 January 2020 to March 2020 35 31 4 0
Total 1189 1059 130 0
13
Details of Votes cast by Union Mutual Fund during the Financial Year 2019-20
Quarter Meeting Date Company Name Type of Proposal by Proposal's description Investee company’s Vote (For/ Reason supporting the
meetings Management or Management Against/ vote decision
(AGM/EGM) Shareholder Recommendation Abstain)
April 2019 17-Apr-2019 CRISIL LTD. AGM Management Adoption of financial For For Financial accounts are as per
- June statements for the year regulatory requirements.
2019 ended 31 December
2018
April 2019 17-Apr-2019 CRISIL LTD. AGM Management To declare final dividend For For The total dividend outflow
- June of Rs.11 and confirm including dividend tax for
2019 payment of three interim 2018 is Rs. 2. 5 bn. The
dividends aggregating dividend payout ratio is 90.
Rs.19 per equity share 6%.
(face value Re.1)
April 2019 17-Apr-2019 CRISIL LTD. AGM Management Reappoint John Berisford For For John Berisford is the
- June (DIN: 07554902) as President of S&P Global
2019 Director Ratings. He retires by
rotation and is eligible to
seek reappointment. His
reappointment is in line with
all statutory requirements.
April 2019 17-Apr-2019 CRISIL LTD. AGM Management Appoint Ms. Arundhati For For Ms. Arundhati Bhattacharya
- June Bhattacharya (DIN is the former Executive
2019 02011213) as an Chairperson of State Bank
Independent Director of India. She was appointed
for a period of five years as an Additional Director
from 16 October 2018 with effect from 16 October
2018. Her appointment
is in line with all statutory
requirements.
April 2019 22-Apr-2019 GRUH FINANCE LTD. Postal Ballot Management Modify Employee Stock For For The options to be issued
- June Option Scheme 2015 under the modified scheme,
2019 (ESOS 2015) to grant including fresh options
additional 9 mn stock and unexercised options,
options to employees represent 1. 25% of the
paid-up equity share capital.
The options will be issued at
market price; therefore, the
cost impact of the scheme is
likely to be limited.
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Adoption of financial For For No qualification in auditor's
- June statements for the year report.
2018
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Confirm total interim For For The total dividend for 2018
- June dividend of Rs. 90.0 per is Rs. 115, while it paid a
2019 share (face value Rs.10) dividend of Rs. 86 in 2017.
and declare final dividend The total dividend outflow
of Rs. 25.0 per share including dividend tax for
(face value Rs.10) 2017 is Rs. 13. 3 bn. The
dividend payout ratio for
2016 is 83. 0%.
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Reappoint Martin For For Martin Roemkens is the
- June Roemkens (DIN: Director- Technical and
2019 07761271) as an has served on the board
Executive Director for the past two years. His
(Technical) reappointment is in line with
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Ratify remuneration of For For The total remuneration
- June Rs. 0.2 mn (plus service proposed is reasonable
2019 tax and out of pocket compared to the size and
expenses) for Ramanath scale of the company’s
Iyer & Co. as cost operations.
auditors for the records
of the milk food products
division for 2019
14
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Appoint Ms. Roopa For For Ms. Roopa Kudva, 55, is
- June Kudva (DIN:00001766) the Managing Director of
2019 as an Independent Omidyar Network India
Director for a term of five Advisors Private Limited and
years from 1 January was the MD & CEO of CRISIL
2019 Limited. Her appointment
as an Independent
Director meets all statutory
requirements.
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Approve payment of For Against The proposed royalty is linked
- June General License Fees to sales and does not have
2019 (royalty) to Nestlé S.A., any cap based on profits. In
promoter entity, at the past, royalty has grown
4.5% of net sales and in line with both profits and
shareholders’ approval dividends and has ranged
will be sought every five at ~18% (10-year average)
years, w.e.f. 1 July 2019 of pre-tax pre-royalty
profits. We observe that the
proposed royalty thresholds
of 4. 5% of net sales and
~17-18% of pre-tax pre-
royalty profits is higher than
the median levels of 2. 0%
of net sales and 12. 6% pre-
tax pre-royalty profits, across
27 MNCs, however Nestlé’s
operating margins are
also higher. The resolution
seeks shareholder approval
in perpetuity, depriving
shareholders the opportunity
to periodically review the
royalty arrangement.
April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Reappoint Rajya Vardhan For For Rajya Vardhan Kanoria, 64,
- June Kanoria (DIN:00003792) is CMD of Kanoria Chemicals
2019 as an Independent and Industries Ltd. He was
Director for a further term appointed as an Independent
of five years, w.e.f. 13 Director in the 2014 AGM
May 2019 for a term of five years.
The company proposes to
extend his term further by
five years. His reappointment
requirements.
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Adoption of financial For For Financial accounts are as per
- June statements for the year regulatory requirements.
2018
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Declare final dividend of For For The total dividend outflow
- June Rs. 7.0 per equity share including dividend tax for
2019 (face value Rs. 10.0) 2018 is Rs. 171. 3 mn. The
dividend payout ratio at 18.
5%, is low.
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Reappoint Tanmay For Against Tanmay Kumar Ganguly
- June Kumar Ganguly is President-Advanced
2019 (DIN:07619754) as Refractories of the Vesuvius
Director Group worldwide. He
attended 67% of board
meetings held in 2018 and
60% over the past three
years. We expect directors
to take their responsibilities
seriously and attend all
board meetings; else, at the
very least, 75% of the board
meetings over a three-year
period.
15
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Appointment of Jan For For Jan Roel van der Sluis,
- June Roel van der Sluis (DIN: a Dutch national, is the
2019 08276227) as Director President-Flow Control,
Vesuvius Group. He was
appointed as director on
1 November 2018 in the
casual vacancy caused by
the resignation of Francois
Clement Wanecq. His
appointment is in line with
statutory requirements.
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Appointment of Ritesh For For Ritesh Dungarwal is an
- June Dungarwal (DIN: aerospace engineer from
2019 08136275) as Managing IIT Bombay and has an
Director for a period MBA from Kelly School
of five years from 1 of Business, USA. He
January 2019 and fix his has previously worked
remuneration with Cummins for over 15
years. We estimate his
remuneration for 2019 to
be around Rs. 17. 9 mn.
We expect the company
to design the managerial
remuneration so that a part
of it should consist of variable
pay in proportion to the
performance of the company.
Notwithstanding this, his
estimated remuneration
is in line with peers and
is commensurate with the
size and complexity of the
business.
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Reappointment For Against Sudpito Sarkar is an
- June of Sudpito Sarkar Advocate. He has been on
2019 (DIN: 00048279) as the board of the company
Independent Director since July 2005. The
for a period of five years company now proposes to
from 29 April 2019 reappoint him for another
period of five years from 29
April 2019. We classify him
as non-independent due to
his long association of over
ten years with the company.
If the company believes that
it will benefit from him serving
on the board, it must consider
his reappointment as a non-
independent director.
April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Ratify remuneration of For For The total remuneration
- June Rs. 0.1 mn (plus goods proposed to be paid to the
2019 and service tax and out cost auditor is reasonable
of pocket expenses) compared to the size and
annually to M/s Jithendra scale of operations.
Kumar & Co, Cost
Auditors
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of R For For R Mahesh Kumar is a
- June LTD. Mahesh Kumar (DIN: Chartered Accountant. He
2019 05263229) as Managing will replace K Vijaykumar
Director for a period as Managing Director. The
of five years from 1 company must consider a cap
April 2019 and fix his in absolute amounts on his
remuneration overall annual remuneration.
Notwithstanding, the
of Rs. 19. 5 mn for FY20
business.
16
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Reappointment of For For K Vijaykumar was previously
- June LTD. K. Vijaykumar (DIN: the Managing Director &
2019 03578076) as Executive CEO of the company. With
Director for a period the appointment of R Mahesh
of five years from 1 Kumar as Managing Director,
April 2019 and fix his he will now continue as an
remuneration Executive Director. The
company should provide
clarity on the role he will
play in this new capacity.
Further, the company must
consider a cap in absolute
amounts on his overall
annual remuneration.
Notwithstanding, the
business.
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of Ms. For Against Ms. Kaviya Kalanithi Maran
- June LTD. Kaviya Kalanithi Maran is the daughter of Kalanithi
2019 (DIN: 07883203) as Maran, Chairperson and Ms.
Executive Director for a Kavery Kalanithi, Promoter
period of five years from Director. We believe that to
1 April 2019 and fix her be on the board of a company
remuneration as large as Sun TV Network
Limited; an individual should
have leadership experience.
We believe that Ms. Kaviya
Kalanithi Maran, 27, does
not have enough experience
to qualify her for the post of
Executive Director. Further,
the proposed remuneration
at Rs. 13. 4 mn for FY20 is
high and comparable to that
paid to the CEO, who is a
professional with several
more years of experience.
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of Sridhar For For Sridhar Venkatesh is the
- June LTD. Venkatesh (DIN: Founder of Opus Fashions
2019 01662866) as an Private Limited. His
Independent Director appointment is in line with
for a period of five years statutory requirements.
from 1 April 2019
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of For For Desmond Hemanth
- June LTD. Deshmond Hemanth Theodore is a Partner at
2019 Theodore (DIN: Tessco Constructions. His
06925291) as an appointment is in line with
Independent Director statutory requirements.
for a period of five years
from 1 April 2019
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Increase in Authorised For For To accommodate for future
- June LTD. Share Capital issues the company seeks
2019 to increase its authorized
capital from Rs 2. 25 bn
(divided into 450 mn equity
shares of Rs 5. 0 each)
to Rs 6. 0 bn. This will be
done through the creation
of additional 750 mn equity
shares of Rs 5. 0 each.
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of For Against J Ravindran is an Advocate.
- June LTD. J Ravindran (DIN: He has been on the board for
2019 00550700) as an over 10 years. We classify
Independent Director him as non-independent
for a period of five years due to his long association
from 26 September 2019 with the company. If the
company believes that it will
benefit from him serving on
the board, it must propose
his reappointment as a Non-
Independent Director.
17
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of For Against Nicholas Martin Paul is the
- June LTD. Nicholas Martin Paul Managing Director of Tan
2019 (DIN: 00542620) as an Business Ventures Pvt Ltd.
Independent Director He has been on the board
for a period of five years for over 10 years. We classify
from 26 September 2019 him as non-independent
due to his long association
with the company. If the
the board, it must propose
his reappointment as a Non-
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of For Against M K Harinarayanan is a real
- June LTD. M K Harinarayanan estate developer. He has
2019 (DIN: 00545128) as an been on the board for over
Independent Director 10 years. We classify him
for a period of five years as non-independent due to
from 26 September 2019 his long association with the
company. If the company
believes that it will benefit
from him serving on the
board, it must propose his
reappointment as a Non-
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of R For For R Ravivenkatesh is a
- June LTD. Ravivenkatesh (DIN: businessman dealing in
2019 03565108) as an textile machinery, cotton
Independent Director textiles and yarn, and
for a period of five years garments export. He has
from 26 September 2019 been on the board since
August 2011 and will
complete a tenure of 10
years on the board during
the proposed term. We
will classify him as non-
independent once his tenure
crosses ten years.
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Approve continuation For For S Selvam, 78, is a movie
- June LTD. of S Selvam (DIN: producer. Recent changes
2019 00727439) as a Non- in SEBI’s LODR require
Executive Director for the directors having attained the
remainder of his term age of 75 to be re-approved
by shareholders through a
special resolution. S Selvam
is over 75 years of age. In line
with this regulatory change,
the company is seeking to
ratify his continuation on the
board for the remainder of
his term. His continuation
is in line with statutory
requirements.
18
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Allow remuneration to For Against At an aggregate remuneration
- June LTD. Kalanithi Maran (DIN: of Rs. 875 mn, Kalanithi
2019 00113886) as Executive Maran was the highest paid
Chairperson such that executive director of the BSE
aggregate remuneration 500 companies in FY18. His
to all Executive Directors remuneration is estimated to
may exceed Rs. 50 mn aggregate Rs. 962. 5mn in
or 2.5 % of net profits FY19. Remuneration of all
individually or 5% of net executive directors exceeded
profits on aggregate 10% of FY18 consolidated
pre-tax profits, a large part
of it was on account of the
promoter group. Promoter
remuneration aggregated Rs.
1. 75bn in FY18, which was
almost 56% of total employee
expenses for the year. With
the appointment of Kaviya
Kalanithi Maran, promoter
remuneration will increase
further. We do not support
the resolution because
promoter remuneration is
high in the context of the
company’s size, and the
proposed remuneration is
open-ended: there is no cap
in absolute amounts on the
quantum of remuneration
that will be paid out.
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Allow remuneration to For Against At an aggregate
- June LTD. Kavery Kalanithi (DIN: remuneration of Rs. 875
2019 00113905) as Executive mn, Kavery Kalanithi was
Director such that the highest paid executive
aggregate remuneration director of the BSE 500
to all Executive Directors companies in FY18. Her
may exceed Rs. 50 mn remuneration is estimated to
or 2.5 % of net profits aggregate Rs. 962. 5mn in
individually or 5% of net FY19. Remuneration of all
profits on aggregate executive directors exceeded
10% of consolidated pre-tax
profits in FY18, a large part
of it was on account of the
promoter group. Promoter
1. 75bn in FY18, which was
almost 56% of total employee
expenses for the year. With
the appointment of Kaviya
Kalanithi Maran, promoter
further. We do not support
the resolution because
promoter remuneration is
high in the context of the
company’s size, and the
open-ended: there is no cap
in absolute amounts on the
quantum of remuneration
that will be paid out.
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Approve alterations to For For The company is proposing
- June LTD. the Memorandum of certain alterations to
2019 Association (MoA) the MoA. These relate
to broadening the Main
Objects Clause to facilitate
the company to continue
its existing business of
producing and broadcasting
satellite television in the face
of changing technology and
to amend the Capital Clause
as given in Resolution #6.
19
April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Approve alterations to the For For The company is proposing
- June LTD. Articles of Association alterations to the AoA to
2019 (AoA) bring it in line with recent
amendments that have
been made in the SEBI
Listing Regulation and
the Companies Act, 2013.
Clause 95 of the amended
AoA allows the Chairperson
to simultaneously hold the
position of Chief Executive
Officer (CEO) or the
Managing Director (MD).
Although, this provision is in
line with current regulations,
the company has already
separated the roles of the
Chairperson and the CEO.
However, regulations have
mandated role separation
from 1 April 2020, following
which the provisions under
Clause 95 will no longer be
valid.
April 2019 01-May-2019 ACCELYA KALE Postal Ballot Management Change the name of For For The company proposes
- June SOLUTIONS LTD. the company to Accelya to change its name from
2019 Solutions India Limited Accelya Kale Solutions
and approve alterations Limited to Accelya Solutions
in the Memorandum of India Limited. The new name
Association (MoA) and removes the ‘Kale’ brand as
Articles of Association the company now operates
(AoA) to reflect the new and is identified under the
name ‘Accelya’ brand.
April 2019 11-May-2019 GATEWAY Postal Ballot Management To consent to and ratify For For GDL has raised debt to
- June DISTRIPARKS LTD. the pledge of securities acquire Blackstone’s
2019 held in subsidiaries and compulsorily convertible
associate company preference shares (CCPS) in
Gujarat Rail Freight Limited
(GRFL). Against the debt
raised, the company has
pledged all assets and equity
in its material joint ventures,
associates and subsidiaries
– thus, severely constraining
its financial flexibility. Given
that all assets appear to
be pledged, the company’s
ability to refinance existing
debt and the consequences
of it being unable to do so
remain unclear. This coupled
with increasing promoter-
level debt has created a
precarious situation with
respect the company’s
credit quality. If the
company defaults on debt,
it could lose control over its
operating businesses. Since
the transaction has been
completed, we are compelled
to support the resolution.
20
April 2019 17-May-2019 J S W STEEL LTD. Postal Ballot Management Approve JSWL For For The company is
- June Employees Samruddhi implementing the JSWL
2019 Plan 2019 involving up to Employees Samruddhi plan
12.5 mn shares through the trust route (JSW
Steel Employees Welfare
Trust), under which it will
facilitate the acquisition of
shares by the employees
(0. 5% of the capital) from
the open market, identifying
a lending agency for this
and by bearing 75% of the
interest cost on the loan
forwarded to the employee
by the lending agency. There
will be no dilution for existing
shareholders on account of
the plan. The financial impact
will be minimal as the annual
interest expense to be borne
by the company (~Rs. 258. 2
mn) is around 0. 3% of the
FY18 PBT and around 1. 3%
of the total FY18 employee
expenses.
April 2019 17-May-2019 J S W STEEL LTD. Postal Ballot Management Approve for secondary For For Our view on this resolution
- June acquisition of shares by is linked to our opinion on
2019 the employees under resolution #1.
the JSWL Employees
Samruddhi Plan 2019
and its administration
under a trust
April 2019 17-May-2019 J S W STEEL LTD. Postal Ballot Management Approve provisions For For Our view on this resolution
- June including by way of is linked to our opinion on
2019 interest subsidy for the resolution #1.
purpose of the JSWL
Employees Samruddhi
Plan 2019
April 2019 27-May-2019 BRITANNIA NCM Management Approve bonus issue For For The company will issue upto
- June INDUSTRIES LTD. of three-year non- 240 mn non-convertible
2019 convertible debentures of debentures (NCD) of Rs.
face value Rs. 30 each 30. 0 each aggregating to
for each equity share of Rs. 7. 2 bn; these NCDs
face value Re. 1 will be issued within the
approved borrowing limit of
Rs. 20. 0 bn. Britannia has
a comfortable financial risk
profile supported by low
debt levels, comfortable
debt protection measures,
and strong profitability.
The proposed issue of
debentures is rated CRISIL
AAA/Stable which denotes
highest degree of safety
regarding timely servicing
of financial obligations. The
company proposes to return
its excess liquidity by way
of these bonus NCDs. The
NCDs will be redeemed after
three years.
21
April 2019 01-Jun-2019 WIPRO LTD. Postal Ballot Management Approve buyback of up to For For The buyback of 323. 1 mn
- June 323.1 mn equity shares equity shares will result in
2019 at a price of Rs. 325.0 an 5. 4% reduction in the
per share through a equity share capital. This will
tender offer result in Rs. 105 bn of excess
cash being distributed to
shareholders. The promoters
have decided to participate in
the buyback; therefore, if the
buyback is successful, there
will be no change in promoter
holding. The buyback will
enable the company to
distribute surplus cash to
its shareholders and may
improve return ratios.
April 2019 01-Jun-2019 WIPRO LTD. Postal Ballot Management Approve appointment For For (Ms. ) Arundhati Bhattacharya
- June of (Ms.) Arundhati is the former Chairperson
2019 Bhattacharya (DIN: of State Bank of India. Her
02011213) as appointment is in line with
from 1 January 2019 to
31 December 2023
April 2019 03-Jun-2019 CHOLAMANDALAM Postal Ballot Management Approve the sub-division For For Cholamandalam Investment
- June INVESTMENT & of one equity share of and Finance Company
2019 FINANCE CO. LTD. Rs.10 each into five Ltd seeks shareholders’
equity shares of Rs.2 approval to sub-divide one
each equity share of Rs. 10 each
into five equity shares of
Rs. 2 each. The proposed
sub-division is expected
to increase participation of
small investors and improve
the liquidity of the company’s
shares.
April 2019 03-Jun-2019 CHOLAMANDALAM Postal Ballot Management Approve the amendment For For On account of the proposed
- June INVESTMENT & in capital clause V of sub-division of equity shares,
2019 FINANCE CO. LTD. the Memorandum of the Capital Clause (Clause
Association to reflect the V) of the Memorandum of
sub-division of equity Association (MoA) is being
share capital changed to reflect the
proposed authorized share
capital of Rs. 7400 mn
divided into 1200 mn equity
shares of face value Rs. 2
each and 50 mn preference
shares of Rs. 100 each.
The existing authorized
share capital is Rs. 7400 mn
divided into 240 mn equity
shares of face value Rs. 10
each and 50 mn preference
April 2019 03-Jun-2019 CHOLAMANDALAM Postal Ballot Management Approve the alteration of For For The company is registered
- June INVESTMENT & objects under Clause III as a Non-Deposit accepting
2019 FINANCE CO. LTD. in the Memorandum of NBFC since 2006 when it
Association (MoA) which stopped accepting public
enable the acceptance deposit. The current MoA
of deposits and banking allows the company to
activities accept deposits and carry
on banking activities. In line
with RBI Regulations and
to appropriately reflect the
current status of the company
being a non-deposit taking
non-banking company,
the company proposes to
delete clause lll (A)13(j) and
amend clauses lll (8)10 and
lll (8)11 which enable it to
accept deposits and carry on
banking business.
22
April 2019 04-Jun-2019 SUN NCM Management Approve the spin-off of For For The scheme intends to
- June PHARMACEUTICAL overseas investment restructure several overseas
2019 INDS. LTD. undertakings into Sun holdings of the company by
Pharma (Netherlands) transferring them to wholly
B.V. (SPN) and Sun owned subsidiaries, SPN
Pharmaceutical Holdings and SPHU. Since there is no
USA Inc. (SPHU) movement of assets outside
the group, no consideration
is being paid for the
transfer and there will be no
impact on the consolidated
financials. The exercise will
help consolidate the group’s
overseas holdings.
April 2019 04-Jun-2019 GRUH FINANCE LTD. NCM Management Approve the scheme For For Bandhan Bank has been
- June of amalgamation of unable to reduce its promoter
2019 GRUH Finance Ltd. with holding from the current 82.
Bandhan Bank Ltd. 3% to 40% by August 2018,
as per the RBI directives.
This will now partly be
addressed by the merger.
The main advantage for
GRUH Finance is an access
to a stable source of funding
and ability to expand its
presence in the east on the
back of the bank’s branch
network. Further there has
been an overlap in the
business of both GRUH and
parent HDFC, especially
in the west. The merger of
GRUH Finance with Bandhan
Bank will address any conflict
of interest concerns within
the HDFC Group. Based
on the swap ratio, there will
be dilution of 25. 9% for
existing shareholders on post
issue capital. The valuation
ascribed to GRUH Finance
through the purchase
consideration is expensive
but in line with market
multiples.
April 2019 11-Jun-2019 SHRIRAM Postal Ballot Management Increase borrowing limit For For As on 31 March 2019, the
- June TRANSPORT to Rs. 1.5 trillion from Rs. company had outstanding
2019 FINANCE CO. LTD. 1.25 trillion borrowings of Rs. 879. 1
bn, as against an existing
borrowing limit of Rs. 1.
25 trillion. The company
has plans to disburse an
additional Rs. 580. 0 bn in
FY20 as a part of its growth
plans. The capital adequacy
ratio as on 31 March 2019
is 20. 3% as against a
minimum 15% as required by
regulatory norms. Debt levels
in an NBFC are typically
reined in by the regulatory
requirement of maintaining
a slated minimum capital
adequacy ratio. The company
has a credit rating of CRISIL
AA+/Stable/CRISIL A1+,
which denotes high degree
of safety regarding timely
servicing of debt obligations.
23
April 2019 11-Jun-2019 SHRIRAM Postal Ballot Management Create charges on the For For The company proposes to
- June TRANSPORT company’s assets up to create charges on its assets
2019 FINANCE CO. LTD. Rs.1.8 trillion for its borrowings as well as
its working capital facilities
obtained from banks in the
ordinary course of business.
Secured loans generally have
easier repayment terms, less
restrictive covenants, and
lower interest rates.
April 2019 11-Jun-2019 SHRIRAM Postal Ballot Management Approve private For For The proposed issuance
- June TRANSPORT placement of redeemable will be within the overall
2019 FINANCE CO. LTD. non-convertible proposed borrowing limit of
debentures, subordinated Rs. 1. 5 trillion.
debentures, bonds, or
any other debt securities
of up to Rs. 350 bn
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Adoption of standalone For For The company's financial
- June SERVICES LTD. & consolidated financial statements do not carry any
2019 statements for the year auditor qualifications.
ended 31 March 2019
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Confirm payment of For For Tata Consultancy Services
- June SERVICES LTD. interim dividend of Rs (TCS) declared interim
2019 12.0 per share and dividend of Rs 12. 0 per
approve final dividend share and proposes a
of Rs. 18.0 per equity final dividend of Rs 18. 0
share of face value Rs. 1 per share for FY19. Total
per share dividend payout is Rs 30.
0 per share for the year.
In FY19 the total dividend
aggregated to Rs. 131. 5 bn,
up 15. 6% from that paid in
FY18. The dividend payout
ratio for the year is 43. 7%
(45. 1% in FY18).
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Reappoint N Ganapathy For For N. Ganapathy Subramaniam
- June SERVICES LTD. Subramaniam as director (DIN 07006215) has been the
2019 liable to retire by rotation COO and Executive Director
of TCS since 21 February
2017. His reappointment
requirements.
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Appoint Hanne Birgitte For For Hanne Birgitte Breinbjerg
- June SERVICES LTD. Breinbjerg Sorensen as Sorensen (DIN 08035439)
2019 an Independent Director is the former CEO of Damco
for a period of five years and of Maersk Tankers.
w.e.f. 18 December 2018 Her appointment as an
Independent Director is in line
with statutory requirements.
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Appoint Keki Minoo For For Keki Minoo Mistry (DIN
- June SERVICES LTD. Mistry as an Independent 00008886) is the Vice
2019 Director for a period Chairperson and CEO of
of five years w.e.f. 18 HDFC Ltd. His appointment
December 2018 as an Independent Director
requirements.
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Appoint Daniel Hughes For For Daniel Hughes Callahan
- June SERVICES LTD. Callahan as an (DIN 08326836) is the former
2019 Independent Director Chief Administrative Officer
for a period of five years and Head of Operations
w.e.f. 10 January 2019 and Technology of Citigroup.
His appointment as an
Independent Director is in line
24
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Reappoint Om Prakash For For Om Prakash Bhatt (DIN
- June SERVICES LTD. Bhatt as an Independent 00548091) is the former
2019 Director for a period of Chairperson of SBI. He
five years from 27 June has been an independent
2019 director since 2 April 2012.
He attended all six board
meetings held in FY19.
His reappointment as an
independent director is in line
However, after the completion
of an aggregate 10-year
tenure, we will consider him
to be non-independent and
assess board composition
accordingly.
April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Approve payment of For For Historically TCS has paid
- June SERVICES LTD. commission to Non- between 0. 04%-0. 07% of net
2019 Executive Directors not profits as commission to non-
exceeding 1% of net executive directors over the
profits last five years. The company
paid a total of Rs 121 mn
(0. 04%) as commission to
its non-executive directors
in FY19. We expect the
company to remain judicious
in paying commission to
its non-executive directors.
Even so, the company
must consider setting a cap
in absolute terms on the
commission payable. We do
not encourage companies
to present resolutions
without a defined time limit
for approval; shareholders
must get an opportunity
to periodically validate the
commission payable to non-
executive directors.
April 2019 14-Jun-2019 RELAXO Postal Ballot Management Approve the increase in For For "To accommodate a 1:1
- June FOOTWEARS LTD. Authorised Share Capital bonus issue, the company
2019 to Rs. 510 mn and seeks to increase its
consequent amendment authorized capital to Rs 510.
to the Memorandum of 0 mn (510 mn equity shares
Association (MoA) of Re. 1. 0 each) from Rs
207. 5 mn (207. 5 mn equity
shares of Re. 1. 0 each). "
April 2019 14-Jun-2019 RELAXO Postal Ballot Management Alteration of the Article of For For To reflect changes in the
- June FOOTWEARS LTD. Association (AoA) of the authorized share capital, the
2019 company board is seeking approval
for alteration in the Article of
Association (AoA).
April 2019 14-Jun-2019 RELAXO Postal Ballot Management Approve issue of bonus For For To issue the bonus shares,
- June FOOTWEARS LTD. shares in the ratio of one the board has recommended
2019 bonus share for every capitalization of reserves.
share held (ratio of 1:1) The bonus issue is being
made with a view to increase
the liquidity of the equity
shares in the secondary
market and to expand the
retail shareholder base.
April 2019 20-Jun-2019 STATE BANK OF INDIA AGM Management Adoption of financial For For No qualification in the
- June statements for the year auditor's report.
2019 ended 31 March 2019
25
April 2019 21-Jun-2019 U P L LTD. EGM Management Issue of bonus shares of For For "The board has
- June face value Rs 2.0 in ratio recommended capitalisation
2019 of 1 share for every 2 of a sum not exceeding
shares held Rs. 509. 4 mn, by way of
bonus shares, out of
capital redemption reserve
/ securities premium
account and/or any other
permitted reserves /
surplus of the company.
The bonus issue is being
made with a view to
increase the liquidity of
the equity shares in the
secondary market. "
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Adoption of standalone For For The Report of the
- June & consolidated financial Independent Auditors does
2019 statements for the year not contain any qualifications.
ended 31 March 2019
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve final dividend of For For Infosys has paid an interim
- June Rs. 10.5 of face value Rs dividend of Rs. 7 per share,
2019 5.0 per share a special dividend of Rs 4
per share and is proposing
to pay Rs. 10. 5 per share as
final dividend. Total dividend
payout for FY19 amounts
to Rs 21. 5 per share
(post bonus issue) and will
aggregate to Rs. 112. 9 bn.
Payout ratio is 76. 7% of the
standalone PA.
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Reappoint Nandan M. For For Nandan M. Nilekani is one
- June Nilekani (DIN 00041245) of the promoters and the
2019 as director liable to retire non-executive Chairperson
by rotation of Infosys. His reappointment
requirements.
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve Infosys For For Under the scheme, Infosys
- June Expanded Stock proposes to issue restricted
2019 Ownership Program – stock units (RSUs) with an
2019 (2019 Plan) and exercise price of Rs 5. 0,
grant of stock incentives which can be converted
to eligible employees into equity shares, cash or
ADRs as per the relevant
reward agreement. The
conversion will result in a
maximum allotment of 50
mn equity shares/ADRs,
which represents 1. 15% of
the issued equity capital.
Unlike standard market
practices (and Infosys’
earlier schemes) of tenure-
based vesting, the vesting of
RSUs is linked to operating
performance metrics and
relative total shareholder
returns (TSR). While we
generally do not favor deeply
discounted stock options, the
performance driven vesting
conditions embedded in
the proposed scheme will
ensure alignment of interests
between Infosys’ employees
and shareholders.
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve extension of For For Through a separate
- June Infosys Expanded Stock resolution, Infosys seeks
2019 Ownership Program approval to extend the 2019
– 2019 (2019 Plan) to plan to the employees of its
eligible employees of subsidiary companies. Our
subsidiary companies opinion on this resolution
is linked to our opinion on
Resolution #4.
26
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve secondary For For Infosys plans to implement
- June acquisition of shares by the 2019 plan partially
2019 the Infosys Expanded through a trust route and
Stock Ownership Trust to seeks shareholders’ approval
implement the 2019 Plan for secondary acquisition
of up to 45 mn shares from
the market, (1. 04% of share
capital). Our opinion on this
resolution is linked to our
opinion on Resolution #4.
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve grant of stock For For In addition to his existing
- June incentives from the 2019 pay, Infosys plans to issue
2019 Plan to Salil Parekh, RSUs worth Rs 100. 0 mn
CEO & MD annually to Salil Parekh
from the 2019 Plan. Other
terms of his remuneration
remain the same as that
approved in Postal Ballot
of February 2018. With
these grants, his annual
to ~Rs 446. 0 mn (Rs 346.
7 mn in FY19), including the
fair value of the grants made.
The remuneration structure
comprises 85% variable pay -
linked largely to performance
and comparable with peers
across the globe. The
proposed remuneration
size and complexities of an
IT major like Infosys. The
conditions linked to relative
TSR, embedded in the
proposed scheme will ensure
alignment of interests with
shareholders.
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve reduction in For Against Infosys proposes to change
- June vesting period for RSUs the vesting period of the
2019 under 2015 plan for Salil RSUs from the 2015 plan
Parekh, CEO & MD from three years to one year.
The rationale for such a move
is unclear. Salil Parekh’s
remuneration structure has
adequate performance-
based incentives to ensure
appropriate rewards in
case of good performance.
A mid-term acceleration of
vesting period is therefore
unwarranted, especially
in a year where net profits
and margins have declined.
Further, a prolonged vesting
period serves a dual purpose:
retention of high performing
CEOs and aligning their
interests with the medium
to long-term interests of
shareholders. A short window
distorts this balance and may
promote a more transient
approach to decision making.
27
April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve grant of stock For For In addition to his existing
- June incentives from the 2019 pay structure, Infosys plans
2019 Plan to U B Pravin Rao, to issue RSUs worth Rs
Chief Operating Officer 40. 0 mn annually to U B
Pravin Rao from the 2019
Plan. Other terms of his
remuneration remain the
same as that approved in
Postal Ballot of March 2017.
With these grants, his annual
remuneration will move up to
~Rs 182. 7 mn (Rs 128. 7 mn
in FY19). The remuneration
structure comprises 75%
variable pay - linked largely
to performance and is
comparable with peers.
The proposed remuneration
is in line with the size
and complexities of an IT
major like Infosys. The
conditions linked to relative
TSR, embedded in the
proposed scheme will ensure
alignment of interests with
shareholders.
April 2019 25-Jun-2019 LUMAX INDUSTRIES Postal Ballot Management To approve continuation For Against Avinash Parkash Gandhi,
- June LTD. of Avinash Parkash 80, has been on the board
2019 Gandhi (DIN: 00161107) of Lumax Industries since
as Independent Director July 2002 (16 years).
till the expiry of their Recent changes in SEBI’s
current term (up to 21 LODR require directors
August 2019) having attained the age of
75 years to be reapproved
special resolution before
1 April 2019. By bringing
in this resolution now, the
company is in violation of the
timelines. Further, we believe
that the length of tenure is
inversely proportionate to the
independence of a director.
We classify Avinash Parkash
Gandhi as non-independent
with the company. The
company should have
disclosed his board meeting
attendance in FY19 while
seeking his continuation on
the board.
28
April 2019 25-Jun-2019 LUMAX INDUSTRIES Postal Ballot Management To approve continuation For Against Munish Chandra Gupta,
- June LTD. of Munish Chandra 80, has been on the board
2019 Gupta (DIN: 01362556) of Lumax Industries since
as Independent Director June 2007 (12 years).
till the expiry of their Recent changes in SEBI’s
current term (up to 21 LODR require directors
August 2019) having attained the age of
1 April 2019. By bringing
in this resolution now, the
company is in violation of the
timelines. Further, we believe
We classify Munish Chandra
Gupta as non-independent
with the company. The
company should have
disclosed his board meeting
attendance in FY19 while
seeking his continuation on
the board.
April 2019 27-Jun-2019 SHRIRAM AGM Management Adoption of standalone For For No qualification in the
- June TRANSPORT and consolidated auditor's report.
2019 FINANCE CO. LTD. financial statements for
the year ended 31 March
2019
April 2019 27-Jun-2019 SHRIRAM AGM Management Confirm interim dividend For For Shriram Transport Finance
- June TRANSPORT of Rs. 5 per share and Co. (STFC) proposes a
2019 FINANCE CO. LTD. declare final dividend dividend per share for FY19
of Rs. 7 per share (face is Rs. 12. 0, aggregating to a
value Rs. 10 per share) total dividend of Rs. 3. 3 bn
including dividend tax. The
dividend payout is 12. 9%
(12. 2% in FY18).
April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint D. V. Ravi For For D V Ravi, 54, is MD of
- June TRANSPORT (DIN 00171603) as a Shriram Capital Limited. He
2019 FINANCE CO. LTD. Director is a promoter representative
and is currently a non-
executive director on
STFC’s board. In FY19, he
has attended three board
meetings in person and one
through teleconferencing:
4 of 5 or 80% of the board
meetings in FY19. His
April 2019 27-Jun-2019 SHRIRAM AGM Management To fix remuneration of For For The proposed remuneration
- June TRANSPORT joint auditors, Haribhakti is commensurate with the
2019 FINANCE CO. LTD. & Co at Rs. 5.5 mn for size and complexity of the
FY20 business.
April 2019 27-Jun-2019 SHRIRAM AGM Management To fix remuneration of For For The proposed remuneration
- June TRANSPORT joint auditors, Pijush is commensurate with the
2019 FINANCE CO. LTD. Gupta & Co. at Rs. 3.3 size and complexity of the
mn for FY20 business. Pijush Gupta &
Co have audited the financial
statements of Shriram group
companies including Shriram
City Union Finance Ltd
(from 1999 till 2017). Long
association of Pijush Gupta
& Co. As statutory auditors
may be suggestive of their
proximity with the group.
29
April 2019 27-Jun-2019 SHRIRAM AGM Management Approve cancellation of For For On 17 January 1997, certain
- June TRANSPORT 48,000 forfeited shares shareholders of erstwhile
2019 FINANCE CO. LTD. from the issued and Shriram Investments Ltd.
subscribed share capital (‘SIL’) had forfeited 48,000
equity shares of Rs. 10 each
for non-payment of allotment
money @ Rs. 5 per share.
SIL was amalgamated with
STFC and the share capital
of SIL was combined with
that of STFC. Given the
difficulties in procedural
formalities with respect to
re-issue of forfeited shares
STFC proposes to cancel
the forfeited shares from the
issued and subscribed share
capital. The Rs 240,000
which was collected as
allotment money will be
transferred to capital reserve
account.
April 2019 27-Jun-2019 SHRIRAM AGM Management Appoint Pradeep Kumar For For Pradeep Kumar Panja, 63,
- June TRANSPORT Panja (DIN 03614568) as is former MD, State Bank
2019 FINANCE CO. LTD. Independent Director for of India. He was appointed
five years till 24 October as additional director on the
2023 board on 25 October 2018.
His appointment is in line with
April 2019 27-Jun-2019 SHRIRAM AGM Management Appoint Ignatius Michael For For Ignatius Michael Viljoen, 46,
- June TRANSPORT Viljoen (DIN 08452443) is Head Credit - Sanlam Pan
2019 FINANCE CO. LTD. as Non-Executive Non- Africa Portfolio Management.
Independent Director with He is the nominee of Sanlam
effect from 14 May 2019 Group, South Africa. His
appointment is in line with all
April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint Umesh For For Umesh Revankar was paid a
- June TRANSPORT Revankar (DIN remuneration of Rs 6. 7 mn
2019 FINANCE CO. LTD. 00141189) as Managing in FY19. STFC proposes a
Director and CEO for remuneration ranging from
five years till 25 October Rs 22. 7 mn to Rs 29. 3
2024 and to fix his mn over the proposed five-
remuneration year period. This includes
a variable component of
maximum Rs 10. 0 mn.
The increase (taken on
an average) is almost 2. 9
times higher than that paid in
FY19, however the proposed
remuneration is line with
the size and complexity of
a business like STFC and
comparable to peers in the
industry. Umesh Revankar
is a professional with strong
credentials. We expect the
company to remain judicious
in deciding the actual
remuneration payouts, as it
has been in the past.
April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint S. Sridhar For For S. Sridhar, 68, is former
- June TRANSPORT (DIN 00004272) as CMD, Central Bank of
2019 FINANCE CO. LTD. Independent Director for India. He was appointed as
five years till 19 October Independent Director on the
2024 board of STFC on 20 October
requirements.
30
April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint S. For Against S. Lakshminarayanan, 73,
- June TRANSPORT Lakshminarayanan is a former IAS Officer. He
2019 FINANCE CO. LTD. (DIN 02808698) as is currently the chairperson
Independent Director for of STFC. He has been on
five years till 23 January the board as Independent
2025 and approve his Director since 22 September
continuation on the board 2009. At the time of his
after he attaints the age proposed reappointment
of 75 years on 10 July (from 24 January 2020),
2021 his cumulative tenure on
the board will exceed 10
years. We believe that
the length of tenure is
inversely proportionate
to the independence of a
director. Since his proposed
reappointment is after
completion of 10 years on
the board, we classify him as
non-independent on account
of his long association with
the company. If the company
board, it must consider his
reappointment as a non-
April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Adoption of standalone For For No qualification in the
- June and consolidated auditor's report.
2019 financial statements for
2019
April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Approve final dividend For For For FY19, Asian Paints has
- June of Rs. 7.65 per share of proposed a final dividend of
2019 face value Re.1.0 each Rs. 7. 65 per share in addition
to the interim dividend of Rs.
2. 85 per share (face value
Rs. 1. 0) paid during the
year, taking total dividend to
Rs 10. 5 per share (Rs 8. 7
per share in FY18). The total
dividend outflow including
dividend tax for 2019 is Rs.
12. 1 bn. The dividend payout
ratio for 2018 is 56. 9%.
April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Reappoint Abhay Vakil For For Abhay Vakil, 69, is part of
- June (DIN: 00009151) as the promoter group. He is
2019 Director former managing director
of Asian Paints Ltd. He
retires by rotation, and his
the statutory requirements.
April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Reappoint Malav Dani For For Malav Dani, 43, is part of
- June (DIN: 01184336) as the promoter group. He
2019 Director retires by rotation, and his
April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Appoint Jigish Choksi For For Jigish Choksi, 38 is managing
- June (DIN: 08093304) as Non- director, Elf Trading &
2019 Executive Director liable Chemicals Manufacturing
to retire by rotation Ltd. , an agro-chemical
company. He is being
appointed as a promoter
representative on the board.
April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Ratify remuneration of Rs For For The total remuneration
- June 675,000 for RA & Co. as proposed is reasonable
2019 cost auditors for FY20 compared to the size and
scale of the company’s
operations.
31
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Reappoint Ms. For For Ms. Anisha Motwani (DIN:
- June LTD Anisha Motwani as an 06943493) is a partner in
2019 Independent Director Storm the Norm Ventures.
for a period of five years She was appointed as an
w.e.f. 5 July 2019 Independent Director in July
2016. She attended five out
of six meetings in FY19. Her
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Reappoint Vineet Kumar For Against Vineet Kumar Kapila (DIN:
- June LTD Kapila as an Independent 00056582) is the COO of
2019 Director for a period of RPC North of United Spirits.
five years w.e.f. 3 August He was appointed as an
2019 Independent Director in July
2016. His attendance for
FY19 is 50% and 38. 5%
(5 out of 13) in the past two
board meetings: we have a
threshold of 75% attendance
of the board meetings in
the three-years prior to re-
appointment.
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Reappoint Haresh For Against Haresh Ram Chawla (DIN:
- June LTD Ram Chawla as an 00029828), former CEO, of
2019 Independent Director TV18 Broadcast Limited,
for a period of five years is currently a partner in
w.e.f. 24 September 2019 India Value Fund. He was
appointed as an Independent
Director in September 2016.
His attendance for FY19 is
50% and 53. 8% (7 out of
13) in the past two years. We
expect directors to take their
responsibilities seriously and
attend all board meetings:
we have a threshold of 75%
attendance of the board
meetings in the three-years
prior to re-appointment.
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Appoint VT Bharadwaj as For Against VT Bharadwaj (DIN:
- June LTD an Independent Director 02918495) is the former
2019 for a period of five years MD, Sequoia Capital. He
w.e.f. 1 July 2019 has been a non-executive
director in the company
since September 2011.
The company now seeks
to appoint him as an
independent director. His
attendance for FY19 is 17%
and 53. 8% (7 out of 13)
in the past two years. We
we have a threshold of 75%
attendance of the board
meetings in the three-years
prior to re-appointment. Also,
there has been no cooling-off
period between his various
roles on the board.
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Ratify the payment For For The commission of Rs. 0. 5
- June LTD of commission to mn paid to each of the four
2019 independent directors independent directors for
for FY18 FY18 constitutes to 0. 5% of
the net profit for that period.
The commission is within
the regulatory thresholds
and comparable to market
practices.
32
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve payment of For For The proposed limits are
- June LTD commission to Non- well within the regulatory
2019 Executive Directors up thresholds. However, the
to 1% of net profits for a company must consider
period of five years w.e.f setting a cap in absolute
1 April 2018 terms on the commission
payable.
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve the alteration For For The company seeks approval
- June LTD of Articles of Association to alter the AoA such that at
2019 (AoA) every AGM, one-third of the
directors will retire and be
eligible for reappointment
thereof. The Managing
director shall not be liable to
retire by rotation and shall
not be included in calculating
the total number of directors
liable to retire by rotation. The
revised AoA is not available
on the company website. The
company should have a copy
of the AoA with proposed
changes on the website for
inspection by members.
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Appoint Apoorva Kumat For For Apoorva Kumat (DIN:
- June LTD as Director, liable to retire 02630764) is one of the
2019 by rotation founding members of the
group and the brother of
Amit Kumat, promoter
MD and CEO. He is
currently Executive Director
(Operations) of Prataap
Snacks. His appointment
as director, liable to retire
by rotation, is in line with
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Appoint Apoorva Kumat For For His estimated remuneration
- June LTD as Executive Director of Rs. 7. 5 mn is in line with
2019 (Operations) for a period the size and complexity
of three years w.e.f 2 of his responsibilities, and
November 2018 and fix comparable to peers. Even
his remuneration so, we believe the company
should have provided his
remuneration details for
FY19 in the notice. Further,
we recommend that the
remuneration structure
include a variable pay
component, which will better
align his pay with company
performance.
33
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve remuneration For For Recent changes in
- June LTD of Amit Kumat, MD and regulations require
2019 CEO, for the remaining shareholder approval when
tenure of his appointment the annual remuneration
(up to 22 September to one promoter executive
2021) director exceeds 2. 5% of
net profits and aggregate
remuneration to all promoter
executive directors exceeds
5% of the net profits of the
company. In FY18, Amit
Kumat was paid Rs. 5. 6
mn, which is within the limits
and commensurate with the
size and scale of operations.
This is because he was not
paid any commission. His
for FY20 is Rs. 22. 0 mn,
which is appropriate with
the size and complexities
of his responsibilities.
We expect the board to
remain judicious going
forward. Notwithstanding,
the company must place
an absolute cap on the
commission payable to
him each year. Further,
we believe the company
FY19 in the notice.
April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve remuneration For For Recent changes in
- June LTD of Arvind Mehta, regulations require
2019 Chairperson and shareholder approval when
Executive director, for the the annual remuneration
remaining tenure of his to one promoter executive
appointment (up to 22 director exceeds 2. 5% of
September 2021) net profits and aggregate
5% of the net profits of the
company. In FY18, Arvind
Mehta was paid Rs. 5. 6 mn,
which is within the limits and
commensurate with the size
and scale of operations.
This is because he was not
paid any commission. His
for FY20 is Rs. 22. 0 mn,
which is appropriate with
the size and complexities
of his responsibilities.
We expect the board to
remain judicious going
forward. Notwithstanding,
the company must place
him each year. Further,
we believe the company
FY19 in the notice.
34
April 2019 29-Jun-2019 HINDUSTAN NCM Management Approve the Scheme of For For GSK manufactures and
- June UNILEVER LTD. Arrangement for merger sells cereal based nutritional
2019 of GlaxoSmithKline beverages and protein rich
Consumer Healthcare foods, under the brand
Limited (GSK) with ‘Horlicks’, ‘Boost’, ‘Viva’
Hindustan Unilever and ‘Maltova’. The merged
Limited (HUL) entity will become a market
leader in the ‘Food and
Beverages’ business in India
and have the advantage of
a higher market penetration
and premiumization. It is
estimated that synergy
benefits of 8 - 10% on GSK’s
EBITDA margins can be
achieved over the medium
term due to rationalization
of overheads and realization
of scale efficiencies. We
believe the valuation adopted
for GSK is reasonable, and
comparable to peers. The
merger of GSK is expected to
be beneficial to the long-term
interests and value accretive
to HUL’s shareholders.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Adoption of financial For For No qualification in the
- June UNILEVER LTD. statements for the year auditor's report.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Ratify interim dividend For For For FY19, the total dividend
- June UNILEVER LTD. of Rs. 9 per share and (inclusive of interim
2019 declare final dividend of dividend) amounts to Rs.
Rs. 13 per share of face 57. 2 bn (including dividend
value Re. 1.0 each distribution tax of Rs. 9. 6
bn). The dividend payout
ratio for FY18 is 94. 8%.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Pradeep For For Pradeep Banerjee, 60, is
- June UNILEVER LTD. Banerjee (DIN : Executive Director, Supply
2019 02985965) as Director Chain. He retires by rotation
and his reappointment
requirements.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Dev Bajpai For For Dev Bajpai, 53, is Executive
- June UNILEVER LTD. (DIN : 00050516) as Director, Legal and Corporate
2019 Director Affairs. He retires by rotation
requirements.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Srinivas For For "Srinivas Phatak, 47,
- June UNILEVER LTD. Phatak (DIN : 02743340) is Executive Director,
2019 as Director Finance & IT and the CFO.
He retires by rotation
requirements. "
35
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint BSR & Co. For For In the 2014 AGM, the
- June UNILEVER LTD. LLP as statutory auditors company appointed BSR
2019 for five years and & Co. LLP as statutory
authorize the board to fix auditors. The company now
their remuneration seeks approval to reappoint
BSR & Co. LLP for a further
period of five years and fix
their remuneration. Their
appointment is in line with our
Voting Guidelines on Auditor
(Re)appointments and with
the requirements of Section
139 of the Companies Act
2013. Their FY20 proposed
remuneration aggregating
Rs. 37mn is reasonable in
the context of HUL’s size.
However, we raise concern
over the possible implications
on BSR & Co LLP regarding
investigations conducted by
government bodies on one of
its associate firms.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Revise the remuneration For For "The remuneration
- June UNILEVER LTD. structure for CEO/ structure is proposed to
2019 Managing Director and be restructured; such
Whole-time Directors that the cap on the basic
salary component for the
CEO/Managing Director
increases to Rs. 50 mn (Rs.
40 mn earlier) and that for
Whole-time directors to Rs.
30 mn (Rs. 25 mn earlier).
structure does not provide
any clarity on any of the
other components of director
remuneration. However, the
company has been judicious
in its pay-outs to directors in
the past and is comparable
with peers. "
April 2019 29-Jun-2019 HINDUSTAN AGM Management Appoint Leo Puri For For Leo Puri, 58, was the
- June UNILEVER LTD. (DIN: 01764813) as former MD of UTI Asset
2019 Independent Director for Management Company
a period of five years with (or UTI Mutual Fund) till
effect from 12 October August 2018, and has also
2018 been a senior partner at
McKinsey & Company as
well as managing director at
Warburg Pincus. Currently
he is the non-executive
chairman of Northern Arc
Capital. His appointment
requirements.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Aditya For Against Aditya Narayan, 67, has
- June UNILEVER LTD. Narayan (DIN: 00012084) been on the board since
2019 as Independent Director 2001 as independent
for another period of one director. We believe that
year with effect from 30 the length of tenure is
June 2019 inversely proportionate to the
independence of a director
and therefore classify him
his long association which
exceeds 10 years with the
company.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint O.P.Bhatt For For O. P. Bhatt, 68, has been on
- June UNILEVER LTD. (DIN: 00548091) as the board for 7 years. His
2019 Independent Director for reappointment for a period
a period of five years with of 5 years will result in his
effect from 30 June 2019 cumulative tenure crossing
10 years. After crossing 10
years we will consider him as
non-independent.
36
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Sanjiv Misra For For Sanjiv Misra, 71, has been
- June UNILEVER LTD. (DIN: 03075797) as on the board for 6 years. His
2019 Independent Director for reappointment for a period
a period of five year with of 5 years will result in his
effect from 30 June 2019 cumulative tenure crossing
non-independent.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Approve continuation For For Sanjiv Misra shall attain
- June UNILEVER LTD. of Sanjiv Misra as 75 years of age during his
2019 Independent Director upcoming 5 year term (to
post attainment of 75 be approved in 2019 AGM).
years of age till the end Recent changes in SEBI’s
of his tenure LODR require directors
having attained the age
of 75 to be reapproved by
shareholders through a
special resolution.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Ms. For For Ms. Kalpana Morparia, 69,
- June UNILEVER LTD. Kalpana Morparia is the CEO of JP Morgan
2019 (DIN: 00046081) as India. She has been on the
Independent Director for board of HUL since October
a period of five years with 2014. Her reappointment as
effect from 09 October Independent Director for a
2019 period of 5 years is in line
April 2019 29-Jun-2019 HINDUSTAN AGM Management Approve continuation of For For Ms. Kalpana Morparia shall
- June UNILEVER LTD. Ms. Kalpana Morparia attain 75 years of age during
2019 as Independent Director her upcoming 5 year term
post attainment of 75 (to be approved in 2019
years of age till the end AGM). Recent changes
of her next tenure in SEBI’s LODR require
directors having attained the
age of 75 to be reapproved
by shareholders through
a special resolution. We
support Kalpana Morparia’s
reappointment for another
term of five years, and her
continuation on the board
after attaining the age of 75
years.
April 2019 29-Jun-2019 HINDUSTAN AGM Management Fix remuneration of Rs. For For The total remuneration
- June UNILEVER LTD. 1.2 mn for M/s RA & Co. proposed to be paid to the
2019 as cost auditors for FY20 cost auditors in FY20 is
reasonable compared to
the size and scale of the
company’s operations.
July 2019 - 01-Jul-2019 G A I L (INDIA) LTD. Postal Ballot Management Issue of bonus shares For For The company will
September in the ratio of one bonus issue bonus shares by
2019 share for every one capitalization of reserves up
shares held (ratio of 1:1) to Rs. 225. 5 bn. The no.
Of issued equity shares will
double from 2. 3 bn shares to
4. 5 bn, post the bonus issue.
The issue of bonus shares
will improve the liquidity of
the equity shares traded in
the secondary market.
37
July 2019 - 02-Jul-2019 NESTLE INDIA LTD. Postal Ballot Management Reappoint Shobinder For For Shobinder Duggal joined
September Duggal (DIN 00039580) Nestle in 1986 and was
2019 as Whole-time Director appointed as whole-time
of (ED – Finance & director designated as
Control and CFO) from Director- Finance & Control
10 May 2019 to 31 and Chief Financial Officer,
December 2019 and fix for a five-year term from 10
his remuneration May 2014 till 9 May 2019. He
retired from Nestle India on
31 March 2018 at 60 years
of age. The company is in
the process of identifying his
successor and proposes his
continuation till 31 December
2019, to ensure continuity
and a smooth transition. He
was paid a remuneration
of Rs 42. 4 mn in 2018 and
will be a maximum of Rs.
51. 9 mn (including variable
pay). He is also entitled to
non-tradable performance
share units of Nestlé S. A.
, the quantum of which has
not been disclosed. The
remuneration proposed is
in line with the size and
complexities of the business
and comparable to peers.
July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Vikram Singh For Against Vikram Singh Mehta, 67,
September (INDIA) LTD. Mehta (DIN: 00041197) is Former Chairperson,
2019 as Independent Director Shell Group of Companies
for five years from 25 in India. He has been an
July 2019 Independent Director on the
company’s board for close
to 18 years. We believe
that the length of tenure
is inversely proportionate
director. We classify him as
non-independent due to his
long association (>10 years)
the board, it should reappoint
him as a Non-Independent
director.
July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Dr. Indu For For Dr. Indu Shahani is President
September (INDIA) LTD. Shahani (DIN: 00112289) and Chairperson, Indian
2019 as Independent Director School of Design and
for five years from 25 Innovation and Founding
July 2019 Dean, Indian School
of Management and
Entrepreneurship. She
has been an Independent
Director on the company’s
board for close to seven
years. Her reappointment
as an independent director
requirements. However,
after the completion of an
aggregate ten-year tenure,
we will consider her to
be non-independent and
accordingly.
38
July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Rajendra For Against Rajendra Shah is Senior
September (INDIA) LTD. Shah (DIN: 00009851) Partner, Crawford Bayley
2019 as Independent Director & Co. He has been an
from 25 July 2019 till 31 Independent Director on
March 2020 and ratify his the company’s board for
continuation on the board close to 36 years. Recent
till 24 July 2019 changes in SEBI’s LODR
require directors having
attained the age of 75 to be
re-approved by shareholders
through a special resolution.
While we acknowledge
that the company plans
to refresh the board and
replace tenured independent
directors in a staggered
manner, we believe that
director.
July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Pradyot For Against Pradyot Ghosh is Former MD,
September (INDIA) LTD. Ghosh (DIN: 00385098) Colgate India. He has been
2019 as Independent Director an Independent Director
from 25 July 2019 till 31 on the company’s board for
March 2020 and ratify his close to 31 years. Recent
continuation on the board changes in SEBI’s LODR
till 24 July 2019 require directors having
While we acknowledge
that the company plans
to refresh the board and
replace tenured independent
directors in a staggered
manner, we believe that
director.
39
July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Approve payment of For For Colgate India has confirmed
September (INDIA) LTD. royalty to Colgate- that royalty payments are
2019 Palmolive Company, maintained at 5% consistently
USA, promoter entity, for all global affiliate
upto 5% of net sales, with companies. The company
shareholders’ approval has filed a unilateral Advance
to be sought every five Pricing Arrangement (APA)
years, w.e.f. 1 July 2019 with Indian tax authorities in
2015 and is in the process of
converting it into a bilateral
APA with US tax authorities.
Once the arm's length
royalty rate is approved by
the authorities, it will be
applicable on a retrospective
basis. Further, over the past
few years, Colgate India’s
royalty payments have been
aligned to its revenues,
profits and dividend payouts.
The company must consider
linking royalty payouts
to profits (in addition to
revenues): this will ensure
tempering of royalty
payments in years where
profitability is under pressure.
July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Adoption of standalone For For No qualification in auditor's
September LTD. financial statements for report.
2019 the year ended 31 March
2019
July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Adoption of consolidated For For No qualification in auditor's
September LTD. financial statements for report.
2019
July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Declare dividend of For For The total dividend amounts
September LTD. Rs.12.5 per share to Rs. 3. 8 bn. The dividend
2019 payout is 41. 8% (38. 2% in
FY18).
July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Reappoint S For For S Padmanabhan is Group
September LTD. Padmanabhan (DIN: Head of HR at Tata Sons. His
2019 00306299) as a Director reappointment is in line with
July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Reappoint Ms. Vibha For For Ms. Vibha Paul Rishi a
September LTD. Paul Rishi (DIN: marketing professional is
2019 05180796) as an the former ED, Max India
Independent Director Limited. Her reappointment
for a period of five years is in line with statutory
from 1 September 2019 requirements.
to 31 August 2024
July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Ratify remuneration of For For The remuneration to be
September LTD. Rs.0.6 mn for D. C. Dave paid to the cost auditor is
2019 & Co as cost auditors reasonable compared to
for FY20 the size and scale of the
July 2019 - 10-Jul-2019 SUPREME AGM Management Adoption of standalone For For Review of Financial
September INDUSTRIES LTD. and consolidated statement is important.
2019
July 2019 - 10-Jul-2019 SUPREME AGM Management Ratify interim dividend For For The dividend for FY19 is Rs.
September INDUSTRIES LTD. of Rs. 4.0 per equity 13. 0 per share, inclusive of
2019 share and to declare final an interim dividend of Rs. 4. 0
dividend of Rs. 9.0 per per share. The total dividend
share (face value Rs. outflow (including dividend
2.0) for FY19 tax) for FY19 is Rs. 2. 0 bn
and dividend payout ratios
is 43. 1% versus 44. 8% in
FY18.
40
July 2019 - 10-Jul-2019 SUPREME AGM Management To reappoint Shivratan For For Shivratan Taparia is part of
September INDUSTRIES LTD. Taparia (DIN: 00112513) the promoter family and has
2019 as Director been on the board of SIL
since June 1977. He is liable
to retire by rotation and his
July 2019 - 10-Jul-2019 SUPREME AGM Management Authorize the board to For For The company is seeking
September INDUSTRIES LTD. appoint branch auditors approval to authorize
2019 and fix remuneration the Board of Directors to
appoint branch auditors
in consultation with the
company’s auditors for
carrying out the audit of the
accounts of branches be it
existing or which may be
opened / acquired hereafter
within or outside India.
July 2019 - 10-Jul-2019 SUPREME AGM Management To reappoint Yogendra For Against Yogendra Trivedi is a senior
September INDUSTRIES LTD. Trivedi (DIN: 00001879) advocate of Supreme
2019 as independent director Court of India. He has
for a period of two years been associated with the
with effect from 17 company for the past 16
September, 2019 years. We believe that
the board, it must consider
independent directors.
July 2019 - 10-Jul-2019 SUPREME AGM Management To reappoint For Against Bhupendranath Bhargava,
September INDUSTRIES LTD. Bhupendranath Bhargava former MD ICICI Bank
2019 (DIN: 00001823) as Ltd has been associated
independent director for with the company for the
a period of two years past 23 years. We believe
with effect from 17 that the length of tenure
September, 2019 is inversely proportionate
July 2019 - 10-Jul-2019 SUPREME AGM Management To appoint Sarthak For For Sarthak Behuria was the
September INDUSTRIES LTD. Behuria (DIN: 03290288) former Chairperson and
2019 as independent director Managing Director of Bharat
for a period of five years Petroleum Corporation
with effect from 07 May, Ltd and also served as
2019 Chairperson of Indian Oil
Corporation Ltd. He has
over three decades of
work experience in in the
petroleum sector. Currently,
he is Group President at
the K. K. Modi Group. His
statutory regulations.
41
July 2019 - 10-Jul-2019 SUPREME AGM Management To appoint Ms. Ameeta For For Ms. Ameeta Parpia is an
September INDUSTRIES LTD. Parpia (DIN: 02654277) advocate and is a partner
2019 as independent director at Messrs A H Parpia and
for a period of five years Company, Advocates and
with effect from 07 May, Solicitors. She specialises
2019 in conveyancing which
deals with laws pertaining to
personal laws and also laws
with respect to immovable
property and documentation.
Her appointment is in line
with statutory regulations.
July 2019 - 10-Jul-2019 SUPREME AGM Management Ratify remuneration of For For The total remuneration
September INDUSTRIES LTD. Rs. 0.53 mn (plus service proposed is reasonable
2019 tax and out of pocket compared to the size and
expenses) for Kishore scale of the company’s
Bhatia & Associates, as operations.
cost auditors for FY20
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Adoption of standalone For For No qualification in auditor's
September and consolidated report.
2019
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Declare final dividend For For The dividend for FY19
September of Rs. 5.75 per share of is Rs. 5. 75 (Rs. 5. 15 in
2019 face value Re. 1.0 each FY18). The total dividend
payout (including dividend
distribution tax) for FY19
aggregates Rs. 84. 8 bn.
The dividend payout ratio for
FY19 was 68. 1%.
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint David For For David Simpson, 61,
September Simpson (DIN: represents Tobacco
2019 07717430) as a as Manufacturers (India)
Non-Executive Non- Limited on the board. His
Independent Director reappointment is in line with
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint John For For John Pulinthanam, 59,
September Pulinthanam (DIN: represents General Insurers’
2019 07881040) as (Public Sector) Association of
Non-Executive Non- India (GIPSA) on the board.
Independent Director He joined the board in May
2018 and attended 29% of
board meetings in FY19. We
attend all board meetings.
His reappointment meets all
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Appointment of SRBC For For The company proposes to
September & Co. LLP as statutory appoint SRBC & Co. LLP in
2019 auditors for a period of place of the retiring auditors,
five years and fix their Deloitte Haskins & Sells.
remuneration at Rs. 29.5 The appointment of SRBC
mn for FY20 & Co. LLP as statutory
auditors is in line with our
appointments and with the
requirements of Section 139
of the Companies Act 2013.
Even so, we raise concern
over any potential impact of
RBI’s ban on undertaking
bank audits of an associate
firm within the same audit
network, and the company
must consider appointing
joint auditors to mitigate this
risk.
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Appoint Hemant For For Hemant Bhargava, 59,
September Bhargava (DIN: represents LIC of India on
2019 01922717) as the board. His appointment
Non-Executive Non- as a director is in line with all
42
July 2019 - 12-Jul-2019 I T C LTD. AGM Management To appoint Sumant For For Sumant Bhargavan,
September Bhargavan (DIN: 54, graduated from NIT
2019 01732482) as Executive Durgapur. He has been
Director for a term of with the company since
three years, w.e.f. 16 1986 and has handled wide
November 2019 and fix range of responsibilities
his remuneration across several businesses.
We estimate his FY20
remuneration (including
ESOPs) at Rs. 67. 9 mn,
which is commensurate
with the size and complexity
of the responsibilities and
is comparable to peers.
Further, a large proportion of
his remuneration is variable.
Given stock options form
a significant part of his
remuneration, the company
must consider disclosing the
maximum number of stock
options it proposes to grant or
set a cap (in value terms) on
the aggregate value of stock
options he will be granted as
part of his remuneration.
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint Arun Duggal For For Arun Duggal, 73, has about
September (DIN: 00024262) as three decades of experience
2019 Independent Director in banking and is the former
for a further term of Chief Executive of Bank
five years, w.e.f. 15 of America (India). He
September 2019 has served on the board
for the past five years.
His reappointment as
independent director for a
further term of five years
requirements.
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint Sunil Mathur For Against Sunil Mathur, 74, is the
September (DIN: 00013239) as former Chairperson of LIC
2019 Independent Director of India. He has served
for a further term of on the board for the past
five years, w.e.f. 15 14 years. We believe that
September 2019 the length of tenure is
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint Meera For For Ms. Meera Shankar, 69, is
September Shankar (DIN: 06374957) a retired IFS officer. She
2019 as Independent Director has served on the board
for a further term of for the past seven years.
five years, w.e.f. 15 Her reappointment as
September 2019 independent director for
another term of five years
requirements. We will treat
her as non-independent once
her overall tenure on the
board exceeds ten years.
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Ratify remuneration For For The proposed remuneration
September of Rs. 450,000 (plus is comparable to the size and
2019 reimbursement of actual complexity of the business.
expenses) for P. Raju
Iyer, cost auditors for the
‘Paper and Paperboard’
and ‘Nicotine Gum’
products of the company
for FY20
43
July 2019 - 12-Jul-2019 I T C LTD. AGM Management Ratify remuneration For For The proposed remuneration
September of Rs. 575,000 (plus is comparable to the size and
2019 reimbursement of complexity of the business.
actual expenses) for S.
Mahadevan & Co., cost
auditors for all products
other than the ‘Paper
and Paperboard’ and
‘Nicotine Gum’ products
of the company for FY20
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Adoption of standalone For For No qualification in auditor's
September financial statements for report.
2019
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Adoption of consolidated For For No qualification in auditor's
September financial statements for report.
2019
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To declare dividend of For For For the last few years HDFC
September Rs. 15.0 per equity share Bank has been paying
2019 (face value Rs. 2) dividend in the range of the
20-25% of annual profits. The
payout for FY19 is 23. 4%.
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Reappoint Srikanth For For Srikanth Nadhamuni, 55,
September Nadhamuni (DIN: is Chairperson, Novopay
2019 02551389) as Director Solutions Private Limited,
a company involved in the
area of mobile payments.
He retires by rotation and his
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To appoint MSKA & For For HDFC Bank proposes to
September Associates as statutory appoint MSKA & Associates
2019 auditors for four years as the statutory auditors
from FY20 and fix their for four years at an annual
remuneration at Rs. 25.0 remuneration/fees of Rs.
mn for FY20 22. 5 mn plus out of pocket
expenses and applicable
taxes. Further, they will
be paid additional fees
of Rs. 2. 5 mn for review/
finalization of ‘fit for
consolidation’ information
for facilitating consolidation
of these statements with
HDFC Limited, the holding
company, under Ind AS.
They replace S R Batliboi
& Co, as statutory auditors.
Their appointment is in-line
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Ratify remuneration For For They were paid Rs. 19. 0 mn
September aggregating Rs. 29mn as audit fees for FY19 and
2019 paid to erstwhile statutory additional fees of Rs. 6. 0
auditors S. R. Batliboi & mn for additional certification
Co. LLP for FY19 by statutory auditors as
per RBI requirements
raised in December 2018.
Further, they were paid
fees of Rs. 4. 0 mn for
review/finalization of ‘fit for
consolidation’ information
for facilitating consolidation
of these statements with
HDFC Limited, the holding
company, under Ind AS. The
audit fees are reasonable
given the size of the bank.
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Appoint Sanjiv Sachar For For Sanjiv Sachar, 61, is Former
September (DIN: 02013812) as Senior Partner, Egon
2019 Independent Director Zehnder. His appointment
for five years from 21 is in line with statutory
July 2018 requirements.
44
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Appoint Sandeep Parekh For For Sandeep Parekh, 48,
September (DIN: 03268043) as is Managing Partner,
2019 Independent Director Finsec Law Advisors. His
for five years from 19 appointment is in line with
January 2019 statutory requirements.
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Appoint M D Ranganath For For M D Ranganath, 57, is
September (DIN: 07565125) as Former CFO, Infosys Limited.
2019 Independent Director His appointment is in line with
for five years from 31 statutory requirements.
January 2019
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To ratify and approve For For The transactions include
September related party transactions sourcing, assignment and
2019 with Housing securitisation of home
Development Finance loans, and other banking
Corporation Limited transactions. The value of
(“HDFC Limited”) for these transactions will likely
FY20 exceed 10% of revenues.
The transactions are in the
ordinary course of business
and on an arm’s length basis.
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To ratify and approve the For For The bank periodically
September related party transactions undertakes asset backed/
2019 with HDB Financial mortgage backed
Services Limited securitization/loan
(“HDBFSL”) for FY20 assignment transactions
with various originators
including HDBFSL,
subsidiary company. In
FY20, HDFC Bank expects
these transactions and
other banking transactions
to exceed the materiality
threshold of 10% of
consolidated revenues.
In FY19, HDFC Bank
purchased debt securities
from HDB Financial Services
Limited for Rs 21. 8 bn.
of the Bank and on an arm’s
length basis.
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To issue debt securities For For The issuance of debt
September up to Rs. 500.0 bn on securities on private
2019 private placement basis placement basis will be within
the bank’s overall borrowing
limit of Rs. 500. 0 bn over and
above the aggregate of paid
up capital and free reserves.
HDFC Bank’s long-term debt
is rated CRISIL AAA/Stable
and IND AAA/Stable.
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Approve sub-division of For For Sub-division of the equity
September equity shares from one shares will improve the
2019 share of face value of liquidity of floating stock
Rs.2.0 per share to two in the market and make it
shares of face value of affordable to small investors.
Re.1.0 per share
July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Alter Capital Clause For For The sub-division of
September of Memorandum equity shares will require
2019 of Association to amendment to the
accommodate the existing Clause V of the
subdivision of equity Memorandum of Association
shares of the bank. The authorized
capital will consist of 6. 5 bn
equity shares of Re. 1 each
after the amendment.
July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Adoption of standalone For For The financial statement do
September INDUSTRIES LTD. and consolidated not contain any qualification
2019 financial statements for from the statutory auditors.
2019
45
July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Ratify interim dividend For For The total outflow on account
September INDUSTRIES LTD. of Rs. 6 per share and of dividend is Rs. 1. 9bn. The
2019 declare final dividend of dividend payout is 23. 8% v/s
Rs. 2 per share of face 25. 2% in FY18.
value Re. 2.0 each
July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Reappoint Ms. Vijaylaxmi For For Ms. Viaylaxmi Poddar is part
September INDUSTRIES LTD. Poddar (DIN: 00160484) of the promoter family and
2019 as Director has been a non-executive
non-independent director
on the board of Balkrishna
Industries since May 2012.
She retires by rotation and
her reappointment is in line
July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Appoint Ms. Shruti Shah For For Ms. Shruti Shah, 38, a
September INDUSTRIES LTD. (DIN:08337714) as chartered accountant has
2019 Independent Director experience in Income Tax,
for five years, with effect advisory for Corporates,
from 08 February 2019 Estate Planning etc. Her
July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Appoint Rajendra For For Rajendra Hingwala, 66, is a
September INDUSTRIES LTD. Hingwala chartered accountant and an
2019 (DIN:00160602) as ex-partner of PWC. He was
Independent Director with PWC for nearly 38 years.
for five years, with effect His appointment is in line with
from 28 March 2019 statutory requirements.
July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Appoint Sandeep For For Sandeep Junnarkar, 67, is
September INDUSTRIES LTD. Junnarkar (DIN: an advocate and solicitor
2019 00003534) as with 43 years of experience
Independent Director as member of Bar Council
for five years, with effect of Maharashtra. He has his
from 28 March 2019 independent practice M/S
Junnarkar & Associates,
Advocates, Solicitors &
Notary. His appointment
requirements.
July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Adoption of financial For For No qualification in auditor's
September statements for the year report.
July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Confirm interim dividend For For The company paid an interim
September of Rs.14.0 per equity dividend of Rs. 14. 0 per
2019 share of Re.1 share. In FY19, the total
dividend including dividend
distribution tax amounts to
Rs. 2. 5 bn. The dividend
payout ratio is 109. 9% v/s
98. 5% in FY18.
46
July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Reappoint Kushagra For For Kushagra Bajaj (DIN:
September Bajaj as Director liable to 00017575), 42, is promoter
2019 retire by rotation director and Chairperson of
the board. His attendance
for FY19 is 57% and 71% (12
out of 17) in the past three
appointment. However, in
cases where promoters
or their representatives
are actively engaged with
the business, but may not
necessarily hold executive
positions, we may consider
making an exception even
if the attendance levels are
below the 75% threshold.
This will also be applicable
for sole or dominant
‘promoter’ representative on
the board.
July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Appoint Ms. Lilian Jessie For For Ms. Lilian Jessie Paul
September Paul as an Independent (DIN: 02864506), 49, is the
2019 Director for a period of founder of Paul Writer Impact
five years w.e.f. 19 March Network and the former
2019 Global Brand Manager of
Infosys. Her appointment
is in line with the statutory
requirements.
July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Reappoint Apoorv For For Apoorv Bajaj is the
September Bajaj, 39, as Executive brother of Kushagra Bajaj
2019 President w.e.f. 5 (promoter). He is involved
November 2019 and fix with the company both at
his remuneration strategic and operational
levels. The proposed yearly
remuneration of Rs. 14. 9 mn
subject to board discretion:
is commensurate to the
size and performance of
the business. However, the
company has not provided
the details and break-up
of his earlier and proposed
remuneration structure.
Also, the resolution needs to
have a validity: shareholders
to periodically validate his
appointment.
July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Adoption of financial For For Financial review is helpful.
September LTD. statements for the year
July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management To confirm interim For For The aggregate dividend is
September LTD. dividend of Re.0.5 per Re. 1. 0 per share. The total
2019 equity share and to dividend outflow including
declare final dividend of dividend tax for FY19 is Rs.
Re.0.5 per share on face 255. 4 mn. The dividend
value Re.1.0 payout ratio for FY19 is 36.
9%.
July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Reappoint Desh For For Desh Deepak Khetrapal
September LTD. Deepak Khetrapal is the Managing Director
2019 (DIN 02362633) as and CEO of Orient Cement
Non-executive Non- Limited. He is liable to
independent Director retire by rotation and his
47
July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Approve Long Term For For The company proposes
September LTD. Incentives Program to institute a Long-Term
2019 for Rakesh Khanna, Incentives Program (LTIP)
Managing Director and to motivate and retain
CEO personnel. The plan is
linked to the achievement of
accelerated financial growth
objectives of the company.
The company has not
specified the performance
parameters linked to the
LTIP. Notwithstanding this,
of Rakesh Khanna for FY20
(including LTIP) is estimated
at Rs. 40. 7 mn which is
commensurate with the
business and is in line with
peers.
July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Approve Long Term For For The company proposes
September LTD. Incentives Program for to institute a Long-Term
2019 Ms. Avani Birla, Senior Incentives Program (LTIP)
Vice President to motivate and retain
personnel. The is linked
to the achievement of
accelerated financial growth
objectives of the company.
The company has not
specified the performance
parameters linked to the
LTIP. Notwithstanding
this, the proposed FY20
remuneration of Ms. Avani
Birla estimated at Rs. 10.
9 mn (including LTIP) is in
line with the pay-outs given
to other senior managerial
executives.
July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Approve remuneration of For For The total remuneration
September LTD. Rs.65,000 for Somnath proposed is reasonable
2019 Mukherjee as cost compared to the size and
auditors for FY20 scale of the company’s
operations.
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Adoption of standalone For For The report does not contain
September and consolidated any qualification from the
2019 financial statements for Auditors.
2019
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Confirm interim dividend For For "The dividend for the
September of Re.1 per share as final year aggregates to Rs.
2019 dividend 5. 4 bn, which represents
a payout ratio of 6. 0%
(7. 1% in FY18). The company
has mostly returned money
to shareholders through
buybacks since 2017. "
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Reappoint Abidali Z For For "Abidali Z Neemuchwala
September Neemuchwala (DIN: is the CEO and is also
2019 02478060) as Director proposed to be the
Managing Director. He
will be liable to retire by
rotation. His reappointment
requirements. "
48
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Approve certain For For As per Regulation 17(1B) of
September amendments to the the SEBI LODR Regulations,
2019 Articles of Association 2015, the top 500 listed
(AoA) companies are required to
ensure separation of role
of Chairperson with that of
Managing Director or Chief
Executive Officer (CEO)
with effect from April 1,
2020. The amendments to
Articles 96 and 192 bring the
AoA in compliance with this
regulatory change.
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Reappoint Azim H Premji For For "Azim Premji is currently the
September (DIN: 00234280) as Chairperson and Managing
2019 Non-Executive Non- Director. He does not intend
Independent Director to continue further in an
for a period from 31 July executive role. He has
2019 to 30 July 2024 been associated with the
company for over 50 years
and is being appointed
as a non-executive non-
independent director. He will
dedicate more time to
philanthropic activities. His
reappointment is in line
He will be liable to retire by
rotation. As he will cross the
age of 75 during his proposed
term, this is being proposed
as a special resolution. "
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Reappoint Rishad A For For "Rishad A Premji is currently
September Premji (DIN: 02983899) a Whole-Time director and
2019 as Executive Chairperson the Chief Strategy Officer.
for a period of five years He will be reappointed as an
from 31 July 2019 to 30 Executive Chairperson for
July 2024 and fix his a period of five years from
remuneration 31 July 2019. His aggregate
remuneration estimated
at Rs. 90. 5 mn for FY20
size and complexities of the
business and is comparable
to peers. Although the
company has not capped
the commission payable,
we expect the payouts
to remain judicious, as in
the past. As per Regulation
17(1B) of the SEBI LODR
Regulations, 2015, all the
top 500 listed companies
are required to ensure that
the Chairperson is a Non-
Executive director. Thus, on
1 April 2020 (or on a later
extended date as determined
by SEBI) Rishad Premji shall
cease to perform any
executive role and shall
become a Non-Executive
Chairperson. "
49
July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Redesignate Abidali Z For For Abidali Z Neemuchwala
September Neemuchwala (DIN: has been the CEO from 1
2019 02478060) as Chief February 2016. He will now
Executive Officer and be redesignated as CEO
Managing Director from and Managing Director
31 July 2019 to 31 from 31 July 2019 to 31
January 2021 and fix his January 2021. His aggregate
remuneration remuneration estimated
at Rs. 284. 3 mn for FY20
to peers. Although the
company has not capped
the commission payable, we
expect the payouts to remain
judicious, as in the past.
Further, the company should
consider disclosing the broad
performance metrics on
which variable pay / stock
compensation will be based.
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Adoption of financial For For The Auditor has not offered
September statements for the year any qualification for the
2019 ended 31 March 2019 financial statement.
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management To declare final dividend For For The total dividend outflow
September of Rs.13.5 per share on including dividend tax for
2019 face value Rs.10.0 FY19 is Rs. 1. 0 bn. The
dividend payout ratio is 34.
9%.
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Reappoint N. Ganapathy For For N. Ganapathy Subramaniam
September Subramaniam (DIN: is the Chief Operating
2019 07006215) as Director Officer and Executive
Director of Tata Consultancy
Services Limited. He is the
chairperson of Tata Elxsi and
has been on the board since
November 2014. He is liable
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Appoint Ankur Verma For For Ankur Verma serves as
September (DIN: 07972892) as Senior Vice President,
2019 Non-Executive Non Chairperson’s Office, Tata
Independent Director, Sons Limited, a promoter
with effect from 01 of Tata Elxsi. He was the
August 2019 Ex- MD of Bank of America
- Merrill Lynch (Investment
banking division) and has
15 years of work experience
spanning corporate planning,
strategy, investment banking
and merger and acquisitions.
statutory obligations.
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Reappoint Ms. For For Ms. Shyamala Gopinath,
September Shyamala Gopinath Ex-Deputy Governor, RBI
2019 (DIN: 02362921) as has been on the board of
Independent Director, Tata Elxsi since August
with effect from 19 June 2011. Her reappointment
2019 up till 19 June 2024 will result in his cumulative
tenure crossing 10 years.
After crossing 10 years we
will consider her as non-
independent.
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Appoint Manoj Raghavan For For Manoj Raghavan is the
September (DIN: 8458315) as Executive Vice President &
2019 Director, with effect from Head, Embedded Product
02 October 2019 Design Business at Tata
Elxsi Ltd. His appointment
as Director comes into effect
post retirement of Madhukar
Dev, current CEO & MD, on
01 October 2019 and is in line
50
July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Appoint Manoj Raghavan For For Manoj Raghavan is a long
September (DIN: 8458315) as CEO standing employee of Tata
2019 & MD for a period of Elxsi with nearly 20 years
three years, with effect of service. His remuneration
from 02 October 2019 as CEO & MD is estimated
at Rs. 50. 2 mn and Rs. 67.
4mn assuming the highest
basic salary limit. This is
business and comparable
to peers in the industry.
However, the remuneration
structure is open-ended,
with no absolute cap on
the variable pay. As a good
practice the company must
set a cap on the variable
payable.
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Adoption of standalone For For No qualification in the
September and consolidated auditor's report.
2019
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Ratify interim dividend of For For Ajanta during FY19 paid
September Rs.9.00 per equity share an interim dividend to be
2019 of Rs.10 each as final considered as final dividend
dividend of Rs. 9 per share (of face
value Rs 2. 0). Thus, the
total dividend for the year is
Rs. 950 mn and the dividend
payout ratio for the year is 24.
2% (including DDT).
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint For For Madhusudan Agrawal, 64,
September Madhusudan Agrawal is the promoter and Vice
2019 (DIN:00073872), as Chairperson of Ajanta. He
Director retires by rotation and his
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint Rajesh For For Rajesh Agrawal, 43, promoter
September Agrawal (DIN:00302467), and Joint Managing Director
2019 as Director has been on the board of
Ajanta since April 2013. He
retires by rotation and his
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint For Against Chandrakant Khetan, 73
September Chandrakant Khetan has been on the board
2019 (DIN: 00234118) as an of Ajanta since October
independent director for 2008. We believe that the
a period of five years and length of tenure is inversely
continue his directorship proportionate to the
after attaining 75 years independence of a director.
of age We classify him as non-
independent due to his long
association (>10 years) with
the company.
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint K. H. For For K. H. Vishwanathan,73, has
September Vishwanathan (DIN: been on the board of Ajanta
2019 06563472) as an since April 2013. He was
independent director for appointed as an independent
a period of five years and director during the AGM
continue his directorship held on 05 August 2014 for
after attaining 75 years a period of five years. His
of age proposal for reappointment
for another period of 5
years ending August 2024
will result in a cumulative
tenure of over 10 years. We
will consider him as non-
independent once his tenure
crosses 10 years.
51
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint Prabhakar For For Prabhakar Dalal, 66, Ex-
September Dalal (DIN: 00544948) as Director EXIM Bank was
2019 an independent director appointed as independent
for a period of five years directors on the board of
Ajanta on 13 June 2014. His
reappointment for a second
term of five years is in line
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint Ms. Anjana For For Ms. Anjana Grewal, 65, an
September Grewal (DIN: 06896404) academician was appointed
2019 as an independent as independent directors
director for a period of on the board of Ajanta
five years on 13 June 2014. Her
reappointment for a second
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Approve inter-corporate For Against On a standalone basis,
September transaction of Rs.5 bn, Ajanta’s inter-corporate
2019 over and above the transactions were Rs. 0. 6
default limits stipulated bn as on 31 March 2019,
under Companies Act against a default limit of
2013 Rs. 21. 2 bn. The company
proposes to increase this
rolling limit by another Rs.
5 bn. The company has
not provided any details
regarding the companies it
proposes to transact with, nor
the proposed nature of such
transactions. There is ample
headroom with the existing
limit of Rs. 21. 2 bn to
provide financial assistance
to subsidiaries. The company
must provide adequate
disclosures that explain the
need for a higher limit.
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Ratify remuneration For For The total remuneration
September of Rs. 5,50,000 for proposed to be paid to the
2019 M/s. Sevekari, Khare cost auditors in FY19 is
& Associates, Cost reasonable compared to
Accountants, as cost the size and scale of the
auditors for FY20 company’s operations.
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Approve Ajanta Pharma For Against Under the scheme, the
September Share Based Incentive company can issue stock
2019 Plan 2019 (Incentive options, share purchase
Plan 2019) under which plans, and stock appreciation
upto 0.5 mn stock based rights (SARs). The
instruments will be issued exercise price of all these
instruments will be decided
by the Nomination and
Remuneration Committee.
The resolution allows the
exercise price to be set
anywhere between face
value and market price –
therefore, the company could
well issue these instruments
at a significant discount
to market price. In the
absence of clarity regarding
the exercise price, we are
unable to take an informed
decision. Further, we do not
favour schemes where the
issue price is at a significant
discount to market price.
52
July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Approve extension of For Against Through a separate
September Ajanta Pharma Share resolution the company
2019 Based Incentive Plan proposes to extend the
2019 (Incentive Plan scheme to employees of
2019) to employees of the holding and subsidiaries
subsidiary companies companies. We do not favour
schemes where the exercise
price could be at a significant
discount to market price.
Our opinion is linked to our
decision on Resolution #11.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Adoption of standalone For For Analysis is helpful.
September LTD. and consolidated
2019
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Declare final dividend of For For The total dividend outflow
September LTD. Rs. 11.5 per equity share (including dividend tax for
2019 (face value Rs. 10.0) FY19) is ~Rs. 3. 8 bn, while
the dividend payout ratio is
15. 5%.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Not fill the vacancy For For O P Puranmalka, 68, is
September LTD. caused by the retirement Former MD, Ultratech
2019 of O P Puranmalka Cement Limited. He
(DIN: 00062212) as retires by rotation and the
Non-Executive Non- company does not seek to
Independent Director fill the vacancy caused by his
retirement.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Approve aggregate For For The total remuneration
September LTD. remuneration of Rs. 2.85 proposed to be paid to the
2019 mn payable to D C Dave cost auditors in FY20 is
& Co and N D Birla & Co reasonable compared to the
as cost auditors for FY20 size and scale of operations.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Appoint K C Jhanwar For For K C Jhanwar, 62, is being
September LTD. (DIN: 01743559) as appointed as Deputy
2019 Director Managing Director, Ultratech
Cement Limited. He is liable
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Appoint K C Jhanwar For For K C Jhanwar’s estimated
September LTD. as Whole-time Director FY19 remuneration of Rs.
2019 designated as Deputy 87. 3 mn is in line with peers
Managing Director and and commensurate with
Chief Manufacturing the size and complexity of
Officer for four years from the business. As a good
19 October 2018 and fix governance practice,
his remuneration companies must disclose
outline the maximum number
of stock options that may be
granted to directors annually.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint Arun Adhikari For For Arun Adhikari, 65, is Former
September LTD. (DIN: 00591057) as MD, Home & Personal
2019 Independent Director Care, Hindustan Unilever
for five years till 17 July Limited. He has been an
2024 Independent Director on the
company’s board for close to
six years. His reappointment
after the completion of an
aggregate ten-year tenure,
we will consider him to
be non-independent and
accordingly.
53
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint S B Mathur For Against S B Mathur, 75, is Former
September LTD. (DIN: 00013239) as Chairperson, Life Insurance
2019 Independent Director for Corporation of India. He
five years till 17 July 2024 has been an Independent
and ratify his continuation Director on the company’s
on attainment of 75 years board for over 10 years.
of age Recent changes in SEBI’s
LODR require directors
having attained the age of
75 to be re-approved by
special resolution. We believe
director. Further, he has
attended only 71% (5 out of
7) meetings held in FY19 and
70% (14 out of 20) meetings
held in the past three years.
We expect directors to
take their responsibilities
seriously and attend all board
meetings.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint Ms. Sukanya For For Ms. Sukanya Kripalu,
September LTD. Kripalu (DIN: 06994202) 59, is Director, Sukanya
2019 as Independent Director Consulting. She is a
for five years from 11 consultant in the fields
October 2019 of marketing, strategy,
advertising and market
research. Her reappointment
requirements.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint Ms. For Against Ms. Renuka Ramnath, 58,
September LTD. Renuka Ramnath is Founder, Multiples Private
2019 (DIN: 00147182) as Equity. She has attended
Independent Director 29% (2 out of 7) meetings in
for five years from 11 FY19 and 40% (8 out of 20)
October 2019 meetings over the past three
meetings. We have a 75%
board attendance threshold
over a three-year cycle prior
to re-appointment.
54
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Approve borrowing limits For For The company has
September LTD. of up to Rs. 80 bn over headroom available to raise
2019 and above the paid up additional debt under the
capital and free reserves existing borrowing limit.
Notwithstanding, UltraTech
has maintained low debt
levels in the past – the
consolidated debt to equity
and debt to EBITDA ratios
on 31 March 2019 were 0.
8x and 3. 2x respectively.
It may need flexibility in its
borrowing limit to take over
an estimated additional debt
of ~Rs. 30 bn on account of
its proposed acquisition of
Century Textiles & Industries
Limited’s cement assets.
We expect the company to
remain judicious in raising
incremental debt. We expect
companies to seek absolute
limits on borrowing as
against rolling limits that are
linked to the company’s net
worth.
July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Create charges/ For For Secured loans generally have
September LTD. mortgages on assets of easier repayment terms, less
2019 the company restrictive covenants, and
lower interest rates.
July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Adoption of financial For For No qualification in the
September statements for the year auditor's report.
July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management To declare final dividend For For The total dividend outflow
September of Rs.2.0 per equity including dividend tax is ~Rs.
2019 share (face value Rs.2) 1. 8 bn. The dividend payout
ratio for FY19 is ~40%.
July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Reappoint Keki Mistry For For Keki Mistry is the CEO and
September (DIN: 00008886) as Vice-Chairperson, Housing
2019 Non-Executive Non- Development Finance
Independent Director Corporation Limited, the
promoter company. He
July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Issue of non-convertible For For The proposed debentures
September debentures and will be within GRUH’s
2019 subordinated Tier borrowing limit of Rs 210 bn
II unsecured debt and within National Housing
aggregating upto Rs. 51 Bank’s prescribed ceiling
bn on private placement of 16 times of Net Owned
basis Funds (NOF). GRUH’s credit
rating is CRISIL AAA/Watch
Negative/CRISIL A1+.
July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Approve payment of For For The company paid a total of
September commission to non- Rs. 7. 9 mn (0. 1% of PBT)
2019 executive directors not as commission to its non-
exceeding 1% of net executive directors in FY19.
profits for FY20 As profits grow, we expect
the company to be judicious
commission payable.
55
July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management To increase limit on total For For HDFC will have to sell shares
September holdings of FII / FPIs aggregating to approximately
2019 from 24% to a maximum 17. 85% of the paid-up share
of 40% of the paid-up capital of GRUH prior to the
capital effective date of GRUH’s
merger with Bandhan Bank.
This is to comply with RBI’s
directive for HDFC to hold
only upto 9. 9% or less of the
post-amalgamation paid-up
share capital of Bandhan.
During the sale of shares of
GRUH by HDFC, the limit
of 24% for shareholding of
FPIs/FIls may be triggered.
Therefore, the company
proposes to increase the
FPI/FII limit to 40% of paid
up equity share capital of the
company. The increased limit
will provide flexibility to the
company in order to comply
with regulatory norms before
the merger with Bandhan
Bank Limited.
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Adoption of standalone For For The auditor report does not
September financial statements for contain any qualifications.
2019
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Adoption of consolidated For For The auditor report does not
September financial statements for contain any qualifications.
2019
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Declare dividend of For For Tata Steel proposes to pay
September Rs.13 per fully paid a final dividend of Rs. 13. 0
2019 equity share of face value per fully paid up equity share.
Rs.10 each and Rs.3.25 The total outflow on account
per partly paid equity of dividend was Rs. 17. 9 bn
share of face value Rs.10 and the dividend payout ratio
each was 17. 0%.
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint Koushik For For Koushik Chatterjee is the
September Chatterjee (DIN: CFO. He retires by rotation.
2019 00004989) as a Director, His reappointment is in line
liable to retire by rotation with regulatory requirements.
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Appoint Vijay Kumar For For Vijay Kumar Sharma is the
September Sharma (DIN: 02449088) former Chairperson of the
2019 as a Non-Executive Non- Life Insurance Corporation
Independent Director, of India. He will be liable
liable to retire by rotation to retire by rotation. His
regulatory requirements.
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint Ms. Mallika For For Ms. Mallika Srinivasan is
September Srinivasan (DIN: the Chief Executive Officer
2019 00037022) as an of Tractors and Farm
Independent Director Equipment Limited (‘TAFE’).
from 14 August 2019 to Her reappointment is in line
20 May 2022 with statutory requirements.
Mallika Srinivasan has
attended 71% of the board
meetings held in FY19 and
80% of the board meetings
held over the past three
meetings.
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint O P Bhatt For For O P Bhatt is the former
September (DIN: 00548091) as an Chairperson of the
2019 Independent Director State Bank of India. His
from 14 August 2019 to 9 reappointment is in line with
June 2023 statutory requirements.
56
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint T V Narendran For For T V Narendran is a Tata
September as CEO and Managing Group veteran. His proposed
2019 Director for a period remuneration for FY20
of five years from 19 including bonus is estimated
September 2019 to 18 at Rs. 153. 7 mn. The
September 2023 and fix remuneration paid in FY19
his remuneration was 112. 4 times the median
employee remuneration.
Further, in FY19 his
remuneration increased by
19. 1% v/s increase in median
employee remuneration of 6.
3%. Notwithstanding, his
comparable to peers, and
business. The company
must consider disclosing
performance metrics that
determines variable pay.
We also recommend that
the company set a cap to
the absolute amount of
remuneration payable to him.
July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Ratify remuneration of For For The remuneration to be
September Rs.2.0 mn for Shome & paid to the cost auditor is
2019 Banerjee as cost auditors reasonable compared to
July 2019 - 19-Jul-2019 VARUN BEVERAGES Postal Ballot Management Issue of bonus shares For For To issue the bonus shares,
September LTD in the ratio of one bonus the board has recommended
2019 share for every two capitalization of reserves
shares held (ratio of 1:2) up to Rs. 913. 3 mn. The
objective of the issuance is
to increase the liquidity of
the equity shares traded in
the secondary market and
encourage the participation
of small investors. The new
equity shares will rank pari-
passu in all respects with the
existing equity shares of the
company.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Adoption of standalone For For No qualification in auditor's
2019
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Declare final dividend of For For Axis Bank proposes to
September Re. 1.0 per equity share declare a final dividend of
2019 of Rs. 2 each Re. 1. 0 per share of Rs. 2.
0 each. In FY19, the total
payout ratio is 6. 0%.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Reappoint Ms. Usha For Against Ms. Usha Sangwan (DIN
September Sangwan as director 02609263) is Non-Executive
2019 liable to retire by rotation Director of Axis Bank. She
is a nominee director of LIC
India. She attended 58% of
the board meetings held in
FY19, and 60% (17 of 28)
of the board meetings held
in the past three years. We
expect directors to attend all
appointment.
57
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Appoint Rakesh Makhija For For Rakesh Makhija (DIN
September as Non-Executive (Part- 00117692) was appointed
2019 time) Chairperson for to the board in October
a period of three years 2015. His appointment as
w.e.f. 18 July 2019 and Non-Executive Chairperson
fix his remuneration is in line with all statutory
requirements. His
remuneration in FY19 was
Rs. 3. 4 mn. The estimated
remuneration for FY20 of Rs.
6. 7 mn is in line with the size
and complexity of the bank
and comparable to peers in
the banking industry.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve revision For For The proposed fixed
September in remuneration of remuneration of Amitabh
2019 Managing Director & Chaudhry is estimated at Rs
CEO, Amitabh Chaudhry 65. 6 mn w. E. F. 1 April 2019.
(DIN 00531120) The bank has been granting
ESOPS annually but has not
disclosed the quantum to be
granted this year. Assuming
the same quantum of ESOP’s
as granted last year, his total
pay, including ESOPs is
estimated at Rs 203. 5 mn
(FY19 Rs 161. 9 mn). The
comparable to that paid to
his peers in the industry. In
addition, he will be entitled
to variable pay, as decided
by the NRC and subject to
approval of the RBI.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve revision in For For Rajiv Anand’s proposed fixed
September remuneration of Rajiv remuneration is estimated at
2019 Anand from 1 April 2019 Rs 33. 6 mn w. E. F. 1 April
till 3 August 2019 2019 (Rs 30. 0 mn in FY19).
The bank has been granting
ESOPS annually but has
not disclosed the quantum
to be granted this year.
Assuming the same quantum
of ESOP’s as granted last
year, his total pay, including
ESOPs is estimated at Rs 83.
6 mn. , (FY19 Rs 62. 8 mn).
In addition, he will be entitled
to variable pay, as decided
by the NRC and subject to
approval of the RBI. The
comprises a marginal
increase in fixed pay and is
consistent with the size and
of Axis Bank and comparable
to that paid to his peers in the
industry.
58
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Reappoint Rajiv Anand For For Rajiv Anand was appointed
September (DIN 02541753) as on the Board of Axis
2019 Executive Director for Bank on 12 May 2016.
a period of three years His reappointment as an
w.e.f. 4 August 2019 and Executive director for a
fix his remuneration period of three years w. E. F.
4 August 2019 is in line with
His proposed remuneration
assuming ESOPs, is
estimated at Rs. 83. 6 mn
for FY20. In addition, he will
be entitled to variable pay,
as decided by the NRC and
subject to approval of the
RBI. His remuneration is
industry.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve revision in For For Rajesh Dahiya’s proposed
September remuneration of Rajesh fixed remuneration is
2019 Dahiya from 1 April 2019 estimated at Rs 32. 1 mn
till 3 August 2019 w. E. F. 1 April 2019 (Rs
25. 7mn in FY19). The
bank has been granting
ESOPS annually but has
to be granted this year.
Assuming the same quantum
of ESOP’s as granted last
year, his total pay, including
ESOPs is estimated at
Rs 66. 3 mn (FY19 Rs
44. 4 mn). The proposed
remuneration comprises a
marginal increase in fixed
pay. In addition, he will be
entitled to variable pay, as
decided by the NRC and
subject to approval of the
RBI. The remuneration is
industry.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Reappoint Rajesh Dahiya For For Rajesh Dahiya was
September (DIN 07508488) as appointed on the Board of
2019 Executive Director for Axis Bank on 12 May 2016.
w.e.f. 4 August 2019 and His reappointment as an
fix his remuneration Executive director for a
period of three years w. E. F.
4 August 2019 is in line with
His estimated proposed
remuneration assuming
ESOP’s is estimated at Rs.
66. 3 mn for FY20. In addition,
he will be entitled to variable
pay, as decided by the NRC
and subject to approval of
the RBI. His remuneration is
industry.
59
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Appoint Pralay Mondal For For Pralay Mondal 53, is an
September (DIN 00117994) as engineer from IIT, Kharagpur
2019 Director and a management graduate
from IIM, Calcutta. He has
over 30 years of banking
experience, focused on Retail
Banking, Business Banking,
Products and Technology
and has previously served
in Yes Bank as Senior Group
President - Retail & Business
Banking and at HDFC Bank
as Group Head, Retail Assets
& Payments Business. His
appointment as Director
w. E. F. 1 August 2019,
requirements.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Appoint Pralay Mondal as For For The proposed remuneration
September Executive Director w.e.f of Pralay Mondal is estimated
2019 1 August 2019 and fix his at Rs. 80. 2 mn for FY20.
remuneration This assumes ESOP’s
will be granted in line with
others executive directors
in the bank: the bank has
of stock options to which he
will be entitled to, as these
will be decided by the NRC
and subject to approval of the
RBI. In addition, he will also
be entitled to variable pay,
as decided by the NRC and
subject to approval of the RBI.
His estimated remuneration
business of Axis Bank and
comparable to the peers in
the industry.
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve borrowing/ For For The debt instruments to
September raising funds in Indian be issued will be within the
2019 Currency/Foreign Bank’s overall borrowing
Currency by issue of debt limits of Rs 2. 0 trillion.
instruments including
but not limited to bonds
and non-convertible
debentures for an
amount upto Rs 350 bn
July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Approve payment of For For Historically, Axis Bank has
September commission to Non- paid less than 0. 02% of
2019 Executive Directors not net profit as commission
exceeding 1% of net to non-executive directors
profits for a period of five in two out of the past five
years commencing 1 financial years. Therefore,
April 2020 we expect the commission
paid to non-whole-time
directors to remain within
that range. Notwithstanding,
shareholders may seek
confirmation from the
management on the actual
range of payouts. As a
measure of transparency,
we expect companies to
fix the absolute amount of
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Adoption of standalone For For The financial statements
September SERVICES LTD financial statements for do not contain any adverse
2019 the year ended 31 March qualifications from the
2019 auditor.
60
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Declare final dividend For For The total dividend for FY19
September SERVICES LTD of Rs. 13.5 per share of is Rs. 21. 0 per share, while
2019 face value Rs. 2.0 it distributed a dividend of
Rs. 16. 0 per share in FY18.
The total dividend outflow
(including dividend tax for
FY19) is Rs. 2. 6 bn and
37. 5%.
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Reappoint Amit Chadha For For Amit Chadha, 47, is
September SERVICES LTD (DIN: 07076149) as currently designated
2019 Executive Director as President-Sales and
Business Development. His
reappointment meets all
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Reappoint A. M. Naik For For A. M. Naik, 77, has been
September SERVICES LTD (DIN: 00001514) as associated with L&T for
2019 Non-Executive Non- the past five decades. His
Independent Chairperson reappointment meets all
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Reappoint Samir Desai For For Samir Desai, 73, has over
September SERVICES LTD (DIN:01182256) as three decades of experience
2019 Independent Director in Management and the
for a further term of five former Chief Information
years w.e.f. 30 April Officer of Motorola. He
2019 and approve his has served on the board
continuation once he for the past five years.
attains the age of 75 His reappointment as
years independent director
for another term of five
years is in line with all
statutory requirements. His
continuation after attaining
the age of 75 years is in line
with regulations.
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Revise remuneration of For For Dr. Keshab Panda, 61, has
September SERVICES LTD Dr. Keshab Panda (DIN: served on the board for the
2019 05296942) as Chief past seven years. He was
Executive Officer and last reappointed as CEO
Managing Director w.e.f. & MD for three years, w. E.
1 April 2019 F. 10 January 2018 in the
previous AGM. The company
now proposes to revise his
remuneration, w. E. F. 1
April 2019. His proposed
remuneration of Rs. 77. 0
mn (excluding ESOPs) for
FY20 is commensurate with
the overall performance of
the company and is in line
with the peers. To provide
more clarity to shareholders
on his final remuneration,
the company should consider
introducing a cap on the
profit-sharing incentive in
absolute terms and disclose
the likely quantum of stock
options to be granted.
61
July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Revise remuneration For For Amit Chadha is part of the
September SERVICES LTD of Amit Chadha (DIN: management team providing
2019 07076149) as President– business leadership, market
Sales and Business direction & strategic vision
Development (ED) w.e.f. to the company. He was last
1 July 2019 reappointed as President–
Sales and Business
Development (ED) for three
years in the previous AGM
w. E. F. 1 July 2018. The
company now proposes to
revise his remuneration, w. E.
F. 1 April 2019. His proposed
(excluding ESOPs) for FY20
overall performance of the
company and is in line with
the peers. To provide more
clarity to shareholders on
his final remuneration, the
company should consider
introducing a cap on the
profit-sharing incentive in
absolute terms and disclose
options to be granted.
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Adoption of standalone For For No qualification in the
September BANK LTD. and consolidated auditor's report.
2019
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Reappoint C Jayaram For For C Jayaram, 63, is the Former
September BANK LTD. (DIN: 00012214) as Joint MD of the bank. He
2019 Non-Executive Non- retires by rotation and his
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Declare equity dividend For For The dividend payout ratio
September BANK LTD. of Rs 0.8 per share of on equity shares is 3. 8%,
2019 face value Rs 5.0 each similar to that paid over the
and confirm interim past two years. Further, the
dividend of 8.1% on pro-rata payout on Perpetual
preference shares for Non-Cumulative Preference
FY19 Shares of face value of Rs.
5 each issued by the bank, is
Rs. 0. 3 bn in FY19, including
dividend distribution tax.
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management To appoint Walker For For Walker Chandiok & Co LLP
September BANK LTD. Chandiok & Co LLP as will replace S R Batliboi & Co
2019 statutory auditors for two LLP as the statutory auditors
years from FY20 and fix for two years at an annual
FY20 remuneration at remuneration of Rs. 19. 0 mn
Rs. 19.0 mn plus out of pocket expenses
and applicable taxes. Their
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint Uday Shankar For For Uday Shankar, 57, is
September BANK LTD. (DIN: 01755963) as President, Asia Pacific for
2019 Independent Director for The Walt Disney Company’s
five years from 16 March Direct-to-Consumer &
2019 International (DTCI) segment
and the Chairperson,
Star & Disney India. His
62
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Reappoint Prakash Apte For For Prakash Apte, 65, is
September BANK LTD. (DIN: 00196106) as Chairperson, Kotak Mahindra
2019 Independent Director for Bank Limited and Former
five years from 18 March MD, Syngenta India Limited,
2019 an agribusiness company.
He has been on the board
for close to eight years.
His reappointment is in line
We will classify him as
non-independent once his
aggregate tenure on the
board crosses ten years
and will assess board
composition accordingly.
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Reappoint Ms. For For Ms. Farida Khambata,
September BANK LTD. Farida Khambata 69, is Global Strategist,
2019 (DIN: 06954123) as Cartica Capital LLP. Her
for three years from 7 statutory requirements.
September 2019
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint KVS Manian For For KVS Manian, 57, is President
September BANK LTD. (DIN: 00031794) as - Corporate, Institutional
2019 Director & Investment Bank, Kotak
Mahindra Bank Limited. His
appointment is subject to
RBI approval. He is liable
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint KVS Manian as For For KVS Manian’s fixed
September BANK LTD. Whole-time Director for remuneration is estimated
2019 three years from the date at Rs 44. 1 mn. In addition,
of RBI approval and fix he will be entitled to a
his remuneration variable pay and ESOP’s.
These will be finalized by
the remuneration committee
and will be subject to RBI’s
approval. Based on the
variable pay and ESOP’s
granted to other whole-time
directors, we assume the
variable pay at Rs 13. 2 mn
and the fair value of ESOPs
at Rs 33. 7 mn, and estimate
the total salary at Rs 91 mn.
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint Gaurang Shah For For Gaurang Shah, 57, is
September BANK LTD. (DIN: 00016660) as President - Group Chief Risk
2019 Director officer, Kotak Mahindra Bank
Limited. His appointment is
subject to RBI approval. He
is liable to retire by rotation
and his appointment is in line
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint Gaurang Shah For For Gaurang Shah’s fixed
September BANK LTD. as Whole-time Director remuneration is estimated
2019 for three years from the at Rs 44. 1 mn. In addition,
date of RBI approval and he will be entitled to a
fix his remuneration variable pay and ESOP’s.
These will be finalized by
the remuneration committee
and will be subject to RBI’s
approval. Based on the
variable pay and ESOP’s
granted to other whole-time
directors, we assume the
variable pay at Rs 13. 2 mn
and the fair value of ESOPs
at Rs 33. 7 mn, and estimate
the total salary at Rs 91 mn.
July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management To approve private For For The debt raised will be within
September BANK LTD. placement of debentures/ the overall borrowing limits of
2019 bonds or other debt Rs. 600. 0 bn.
securities upto Rs. 50 bn
63
July 2019 - 23-Jul-2019 TORRENT AGM Management Adoption of standalone For For No qualification in the
September PHARMACEUTICALS and consolidated auditor's report.
2019 LTD. financial statements for
2019
July 2019 - 23-Jul-2019 TORRENT AGM Management Confirm interim dividend For For The total dividend for FY19
September PHARMACEUTICALS of Rs.13.0 per equity is Rs. 17. 0 per share and
2019 LTD. share and declare final the total dividend outflow
dividend of Rs.4.0 per (including dividend tax for
equity share (face value FY19) is Rs. 3. 5 bn, while
of Rs.5.0) the dividend payout ratio is
46. 7%.
July 2019 - 23-Jul-2019 TORRENT AGM Management Reappoint Samir Mehta For For Samir Mehta is the Executive
September PHARMACEUTICALS (DIN: 00061903) as Chairperson. He also serves
2019 LTD. Director liable to retire by in an executive capacity
rotation on the board of Torrent
Power. As promoter and
executive chairperson, he
has a responsibility towards
both companies. He should
consider stepping down from
his executive responsibilities
from the two companies and
provide guidance as non-
executive chairperson.
July 2019 - 23-Jul-2019 TORRENT AGM Management Ratify remuneration of For For The proposed remuneration
September PHARMACEUTICALS Rs. 0.8 mn for Kirit Mehta to be paid to the cost auditor
2019 LTD. & Co. as cost auditors in FY20 is reasonable
for FY20 compared to the size and
scale of operations.
July 2019 - 23-Jul-2019 TORRENT AGM Management Reappoint Samir Mehta For For Although we support Samir
September PHARMACEUTICALS (DIN: 00061903) as Mehta’s reappointment, there
2019 LTD. Executive Chairperson is no clarity on his proposed
from 30 July 2019 to 31 remuneration. In the past,
March 2020 and fix his his remuneration was in the
remuneration form of commission and
aggregated Rs. 150mn in
FY19, which is comparable
to peers. We expect
the company to remain
judicious in setting Samir
Mehta’s remuneration. We
encourage the company
to disclose Samir Mehta’s
remuneration structure
and ensure a stronger
alignment with company
performance. Samir Mehta
holds an executive position
in an affiliate, Torrent Power
Limited, from where his
10 mn in FY19. We generally
do not support executives
serving on two companies,
but as the group chairperson,
he has responsibilities
towards both companies.
July 2019 - 23-Jul-2019 TORRENT AGM Management Approve payment of For Against Sudhir Mehta is the
September PHARMACEUTICALS commission of Rs 50.0 Chairperson Emeritus.
2019 LTD. mn to Sudhir Mehta (DIN: Given that there is already a
00061871) for FY19 promoter Chairperson, there
is lack of clarity on his role as
Chairperson Emeritus, which
is generally an honorary title.
His FY19 pay was more than
that paid to the CFO (~Rs.
30. 2 mn) and is higher than
Non-Executive Chairpersons
in other promoter-controlled
pharmaceutical peers.
64
July 2019 - 23-Jul-2019 TORRENT AGM Management Approve payment of For For The company had obtained
September PHARMACEUTICALS commission to Non- shareholders’ approval in July
2019 LTD. Executive Directors not 2015 for paying commission,
exceeding 1% of net not exceeding 1%, to non-
profits for five years from executive directors for a
1 April 2020 period of five years. The
company proposes to pay
such commission to its non-
executive directors for a
further period of five years.
In FY19, the non-executive
directors were paid a total
commission of Rs. 56. 2
mn, which is reasonable
and represents ~1. 0% of
FY19 PBT. Although Sudhir
Mehta’s (Non-Executive
Chairperson Emeritus)
individual pay-out is high,
the company has been
judicious in deciding on
the commission to be paid
to other non-executive
directors. As a good practice
the company must consider
setting a cap in absolute
terms on the commission
payable.
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Adoption of standalone For For The financial statements
September LTD. and consolidated do not contain any adverse
2019 financial statements for qualifications from the
the year ended 31 March Auditors.
2019
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Ratify the two interim For For The total dividend payout
September LTD. dividends aggregating (including dividend
2019 Rs 15.0 per share of face distribution tax) for FY19
value Rs 10.0 each aggregates to Rs 33. 4 bn.
FY19 was 120. 2%.
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Devender For For Devender Singh Rawat, 50,
September LTD. Singh Rawat (DIN: is MD & CEO, Bharti Infratel
2019 06798626) as Director Limited. He retires by rotation
requirements.
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Appoint Prakul Kaushiva For For Prakul Kaushiva, 41, is
September LTD. (DIN: 08285582) as Senior Partner, Private
2019 Non-Executive Non- Equity Asia, CPP Investment
Independent Director Board. He is liable to retire by
rotation and his appointment
requirements.
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Bharat Raut For For Bharat Raut, 69, is Founding
September LTD. (DIN: 00066080) as Partner, BSR & Co. He
2019 Independent Director for has been on the board for
five years from 1 April close to seven years. His
2019 reappointment is in line
We will classify him as
Non-Independent once his
overall tenure on the board
exceeds ten years and will
accordingly.
65
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Jitender For For Jitender Balakrishnan, 69,
September LTD. Balakrishnan (DIN: is Former Deputy MD, IDBI
2019 00028320) as Bank. He has been on the
Independent Director for board for close to seven
five years from 1 April years. His reappointment
2019 is in line with statutory
requirements. We will classify
him as Non-Independent
once his overall tenure
on the board exceeds ten
years and will assess board
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Dr. For For Dr. Leena Srivastava, 58,
September LTD. Leena Srivastava is Vice Chancellor, TERI
2019 (DIN: 00005737) as University. She has been on
Independent Director for the board for close to seven
five years from 1 April years. Her reappointment
her as Non-Independent
once her overall tenure
July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Narayanan For Against Narayanan Kumar, 69, is Vice
September LTD. Kumar (DIN: 00007848) Chairperson, Sanmar Group.
2019 as Independent Director He has been on the board for
for five years from 1 April close to 11 years. We believe
2019 that the length of tenure
director.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Adoption of standalone For For No qualification in the
September INSURANCE and consolidated auditor's report.
2019 COMPANY LTD. financial statements for
2019
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Confirm interim dividend For For Total dividend for FY19 is Rs.
September INSURANCE of Rs. 1.63 per share as 1. 63, while it paid a dividend
2019 COMPANY LTD. final dividend for FY19 of Rs. 1. 36 in FY18. The total
dividend outflow (including
dividend tax for FY18) is
Rs. 4. 0 bn and the dividend
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Reappoint Keki Mistry For For Keki Mistry, 64, represents
September INSURANCE (DIN: 00008886) as the HDFC Ltd. On the board. His
2019 COMPANY LTD. Non-Executive Non- reappointment meets all the
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Approve reappointment For For Price Waterhouse Chartered
September INSURANCE of Price Waterhouse Accountants LLP have been
2019 COMPANY LTD. Chartered Accountants the statutory auditors for
LLP as joint statutory the past five years, while
auditors for a further term GM Kapadia & Co. Have
of five years and fix their been the statutory auditors
remuneration for the past three years.
The reappointment of Price
Waterhouse Chartered
Accountants LLP’s as joint
statutory auditors is in line
with our Voting Guidelines on
Auditor (Re)Appointments,
the requirements of Section
2013. The remuneration for
joint auditors for FY20 will be
Rs. 5. 7 mn each.
66
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Approve not filing up For For Gerald Grimstone, 69,
September INSURANCE the vacancy caused by representative of Standard
2019 COMPANY LTD. retirement of Gerald Life is liable to retire by
Grimstone (DIN: rotation at the FY19 AGM.
01910890) However, he is not seeking
reappointment and the
company proposes not to fill
the vacancy caused by his
retirement.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Appoint Ms. Bharti Gupta For For Ms. Bharti Gupta Ramola,
September INSURANCE Ramola (DIN: 00356188) 60, did her bachelors’ in
2019 COMPANY LTD. as an Independent Physics St. Stephen's
Director for five years, College, University of
w.e.f. 12 February 2019 Delhi and PGDM from
IIM- Ahmedabad. She is a
former partner with PwC
India, on the consulting
side. Her appointment as an
independent director meets
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Reappoint VK For For VK Viswanathan, 68, is the
September INSURANCE Viswanathan (DIN: Chairperson of Bosch Ltd. He
2019 COMPANY LTD. 01782934) as an served as the MD of Bosch
Independent Director Ltd. And country head and
for a further term of five President of Bosch Group in
years from 25 April 2019 India from February 2008 till
July 2013. His reappointment
as independent director for
a further term of five years
meets all the statutory
requirements.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Reappoint Prasad For For Prasad Chandran, 67, is
September INSURANCE Chandran (DIN: former Chairperson and
2019 COMPANY LTD. 00200379) as an Managing Director of BASF
Independent Director India Ltd. His reappointment
for a further term of five as independent director for
years from 25 April 2019 a further term of five years
meets all the statutory
requirements.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Approve continuation For For Deepak Parekh, 74,
September INSURANCE of Deepak Parekh represents HDFC Ltd. And
2019 COMPANY LTD. (DIN: 00009078) as is currently designated
Chairperson, after as the Chairperson of the
attaining the age of 75 board. Recent changes
years on 18 October in SEBI’s LODR require
2019 directors having attained
the age of 75 to be re-
approved by shareholders
Deepak Parekh will attain
the age of 75 years on 18
October 2019. In line with
this regulatory change, the
company is seeking to ratify
his continuation on the board
after attaining the age of 75
years.
67
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To revise remuneration For For Vibha Padalkar, 53, has
September INSURANCE terms of Ms. Vibha been on the board for the
2019 COMPANY LTD. Padalkar, Managing past seven years. She was
Director & CEO, w.e.f. 1 promoted as the MD & CEO
April 2019 on 12 September 2018. She
was paid a remuneration
of Rs. 60. 4 mn in FY19.
The NRC has proposed the
revision in her remuneration,
subject to approval by IRDAI.
Her proposed remuneration
of Rs. 85. 9 mn is comparable
to peers and in line with the
business. Further, variable
pay (including stock options)
accounts for ~61% of her
remuneration which aligns
pay with performance.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To revise remuneration For For Suresh Badami, 53, was
September INSURANCE terms of Suresh Badami, appointed as executive
2019 COMPANY LTD. Executive Director, w.e.f. director from 17 September
1 April 2019 2018 for a term of three years.
The NRC has proposed the
revision in his remuneration,
which is subject to approval
by IRDAI. He was paid a
remuneration of Rs. 41. 7 in
FY19 (from 17 September
2018 to 31 March 2019). His
proposed remuneration of
Rs. 80. 9 mn is comparable
to peers and in line with the
business. Further, variable
pay (including stock options)
accounts for ~61% of his
remuneration which aligns
pay with performance.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To approve Employees For For The ESOS-2019 will result in
September INSURANCE Stock Option a dilution of upto ~0. 4% for
2019 COMPANY LTD. Scheme-2019 (ESOS- the existing shareholders.
2019) for the eligible As the options under the
employees of the scheme will be issued at
company market price, the cost impact
on the company will be
reasonable (~4. 7% of FY19
consolidated PBT), and it will
align employee incentives to
shareholder returns.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To approve Employees For For Through a separate
September INSURANCE Stock Option resolution, the company
2019 COMPANY LTD. Scheme-2019 (ESOS- seeks approval to grant
2019) for the eligible options to the employees
employees of the of its subsidiary companies
subsidiary companies (existing and future) within
the overall ceiling of 8. 6 mn
options under ESOS-2019
scheme.
July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To increase shareholding For For Standard Life (promoter)
September INSURANCE limit for registered holds 24. 7% stake in the
2019 COMPANY LTD. Foreign Institutional company while other FII/
Investors (FII) and FPI hold ~10. 5% stake in
Foreign Portfolio the company. The company
Investors (FPI) to an proposes to increase this
aggregate limit of 49% to 49% to allow foreign
from 26% of paid-up investors to acquire further
share capital stake in the company.
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Adoption of financial For For No qualification in auditor's
68
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Declare final dividend of For For The total dividend outflow
September Rs. 12.0 per equity share including dividend tax for
2019 (face value Rs. 10.0) FY19 is Rs. 0. 7 bn. The
3%.
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Reappoint Bernd For For Bernd Stephan, 63, is
September Stephan (DIN: 07835737) President, Automotive and
2019 as Non-Executive Non- Aerospace, SKF Group
Independent Director and member of SKF
Group management. His
He has attended only 50% (3
out of 6) of the meetings held
during FY19 and 45% (5 out
of 11) over his overall tenure
of two years on the board.
We expect directors to attend
all board meetings.
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Reappoint Price For For Price Waterhouse & Co.
September Waterhouse & Co. Bangalore LLP have been
2019 Bangalore LLP as SKF India’s auditors for the
statutory auditors for past six financial years. Their
four years and fix their reappointment is in line with
remuneration at Rs. 8.5 our Voting Guidelines on
mn per annum Auditor (Re)appointment, the
However, SKF India must
consider appointing joint
auditors: Price Waterhouse
& Co. Bangalore LLP may
be unable to continue as
statutory auditors if the
authorities put curbs on them
in relation to SEBI’s order on
Satyam Computer Services
Limited.
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Gopal For For Gopal Subramanyam,
September Subramanyam 64, is Former CEO, L&T
2019 (DIN: 06684319) as Komatsu India Limited. His
Independent Director appointment is in line with the
for five years from 16 statutory requirements.
May 2019
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Ms. Anu Wakhlu For For Ms. Anu Wakhlu, 62, is
September (DIN: 00122052) as an Executive Coach and
2019 Independent Director Chairperson, Pragati
for five years from 16 Leadership Institute Private
May 2019 Limited. Her appointment
requirements. We raise
concern with her appointment
as Chairperson of the
Audit Committee: she does
not have appear to have
financial expertise (neither by
education nor experience).
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Aldo Cedrone For For Aldo Cedrone, 61, is
September (DIN: 08455073) as Manufacturing Director,
2019 Director from 17 May Bearing Operations, for the
2019 SKF Group. He is liable to
retire by rotation and his
appointment is in line with the
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Manish For For Manish Bhatnagar, 50, is
September Bhatnagar (DIN: Managing Director, SKF India
2019 08148320) as Director Limited. His appointment
from 16 August 2018 is in line with the statutory
requirements.
69
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Appoint Manish For For Manish Bhatnagar’s
September Bhatnagar as Managing estimated FY20
2019 Director for five years remuneration of Rs. 28. 6
with effect from 16 mn is commensurate with the
August 2018 and fix his size and complexity of the
remuneration business and is comparable
to peers. The company must
provide granular details on
the group long term variable
salary program to provide
greater clarity on the overall
Although Manish Bhatnagar
is not liable to retire by
rotation, we recognize that he
is being appointed for a fixed
term and his reappointment
will need shareholder
approval.
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Approve payment of For For SKF India has been paying
September royalty to Aktiebolaget royalty between 2. 6% to 2.
2019 SKF, promoter entity, 8% of aggregate net sales
upto 5% of net sales, and between 13. 3% and
w.e.f. 1 July 2019 17. 6% of pre-tax pre-royalty
profit over the past five years;
in line with the growth in sales
and profits. However, this can
go upto 5% of net sales under
the existing agreement.
Notwithstanding, we expect
judicious in its payouts
going forward, as in the
past. Further, the approval
is for a limited time period
of five years. The company
must consider linking royalty
payouts to profits (in addition
to revenues): this will
ensure tempering of royalty
payments in years where
profitability is under pressure.
July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs. 410,000 payable to proposed to be paid to the
2019 R A & Co. as cost auditor cost auditors in FY19 is
for FY19 reasonable compared to the
July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Adoption of standalone For For The Financial Statements do
September ENTERPRISES LTD. and consolidated not contain any qualifications
2019 financial statements for on the financial statements
the year ended 31 March by the auditor.
2019
July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Confirm dividend on For For "The company paid
September ENTERPRISES LTD. preference shares dividend at 6% per annum
2019 on preference shares
of face value Rs. 10. 0
Total outflow of the dividend
paid on the preference
shares in FY19 amounted to
Rs. 0. 9 bn. "
July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Declare a final dividend For For The company has proposed
September ENTERPRISES LTD. of Rs 3.5 per share of a final dividend of Rs. 3. 5
2019 face value Re 1.0 each per equity share of face value
Re. 1. 0 for the year ended
31 March 2019. The total
dividend tax for FY19 is Rs.
ratio for FY19 is 24. 4%.
70
July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Reappoint Subhash For For Subhash Chandra,
September ENTERPRISES LTD. Chandra (DIN 00031458) promoter of Essel Group
2019 as Director, liable to retire of Companies, is the Non-
by rotation Executive Chairperson. His
attendance for FY19 is 71%
and 65% (15 out of 23) in
the past three years. We
Even so, the ZEE group is
precariously positioned with
respect to its debt repayment
capacity, and Subhash
Chandra’s leadership at this
juncture is critical to ZEEL.
July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Ratify remuneration of For For The total remuneration paid
September ENTERPRISES LTD. Rs. 300,000 (plus service to the cost auditors in FY19 is
2019 tax and out of pocket reasonable compared to the
expenses) for Vaibhav size and scale of operations.
P Joshi & Associates,
as cost auditors for the
financial year ending 31
March 2019
July 2019 - 24-Jul-2019 CROMPTON AGM Management Adoption of standalone For For Standalone and consolidated
September GREAVES and consolidated financial statements analysis
2019 CONSUMER financial statements for is helpful.
ELECTRICAL LTD the year ended 31 March
2019
July 2019 - 24-Jul-2019 CROMPTON AGM Management To declare a final For For The total dividend for FY19
September GREAVES dividend of Rs. 2.0 per is Rs. 2. 0 per equity share,
2019 CONSUMER equity share of face value while the dividend paid in
ELECTRICAL LTD Rs. 2.0 each FY18 was Rs. 1. 8. The total
dividend tax for FY18) is
Rs. 1. 5 bn and the dividend
July 2019 - 24-Jul-2019 CROMPTON AGM Management Reappoint Sahil Dalal For For Sahil Dalal, 40, represents
September GREAVES (DIN: 07350808) as Advent India PE Advisors on
2019 CONSUMER Non-Executive Non- the board. His appointment
ELECTRICAL LTD Independent Director as a Non-Executive Non-
Independent director meets
July 2019 - 24-Jul-2019 CROMPTON AGM Management Appoint Ms. Smita Anand For For Ms. Smita Anand, 60, has
September GREAVES (DIN: 00059228) as about three decades of
2019 CONSUMER Independent Director for experience as a Human
ELECTRICAL LTD a term of five years from Resource Consultant,
10 December 2018 Leadership Coach and
Advisor and as a business
leader. She is the former
Head-Asia of Korn Ferry. Her
appointment as independent
director meets all statutory
requirements.
July 2019 - 24-Jul-2019 CROMPTON AGM Management Approve remuneration of For For The total remuneration
September GREAVES Rs. 0.45 mn for Ashwin proposed to be paid to the
2019 CONSUMER Solanki & Associates as cost auditors is reasonable
ELECTRICAL LTD cost auditors for FY20 compared to the size and
July 2019 - 24-Jul-2019 SYNGENE AGM Management Adoption of standalone For For No qualification in the
September INTERNATIONAL LTD. and consolidated auditor's report.
2019
July 2019 - 24-Jul-2019 SYNGENE AGM Management To declare a final For For The total dividend outflow
September INTERNATIONAL LTD. dividend of Rs. 0.5 per including dividend tax for
2019 share on face value FY19 is Rs. 0. 2 bn. The
Rs.10.0 dividend payout ratio is 7.
3%.
71
July 2019 - 24-Jul-2019 SYNGENE AGM Management Reappoint Ms. Catherine For For Ms. Catherine Rosenberg,
September INTERNATIONAL LTD. Rosenberg (DIN: 58, is a professor at
2019 06422834) as Director Waterloo University. She
retires by rotation and her
July 2019 - 24-Jul-2019 SYNGENE AGM Management Reappoint Paul For For Paul Blackburn, 64, is Senior
September INTERNATIONAL LTD. Blackburn (DIN: VP at GlaxoSmithKline UK.
2019 06958360) as The board seeks to reappoint
Independent Director him as independent director
for five years from the for another term of five
conclusion of the AGM years. His reappointment
requirements.
July 2019 - 24-Jul-2019 SYNGENE AGM Management Approve Syngene For Against Under the scheme, the
September INTERNATIONAL LTD. Restricted Stock Unit company will grant 3. 34 mn
2019 Long Term Incentive restricted stock units at face
Plan FY 2020 (The Plan) value of Rs. 10. 0, with a
under which up to 1.67% vesting period of up to four
of the paid-up capital can years. We do not support
be issued and grant of restricted stock unit plans
Restricted Stock Units to where the exercise price is
eligible employees at a significant discount to
market price.
July 2019 - 24-Jul-2019 SYNGENE AGM Management Approve grant of For Against The company proposes to
September INTERNATIONAL LTD. restricted stock units extend the RSU Plan to the
2019 to the employees of employees of its subsidiary
subsidiaries of the companies. Our view on this
company under Syngene resolution is linked to our
Restricted Stock Unit opinion on resolution #5.
Long Term Incentive Plan
FY2020 (The Plan)
July 2019 - 24-Jul-2019 SYNGENE AGM Management Approve provisioning For Against The company seeks approval
September INTERNATIONAL LTD. of funds to Syngene to give loan to the trust of up
2019 Employees Welfare to 1. 67% of the paid-up
Trust for primary issue of capital and free reserves of
equity shares the previous financial year
to enable primary issue of
shares. Our view on this
opinion on resolutions #5.
July 2019 - 25-Jul-2019 P V R LTD. AGM Management Adoption of standalone For For The financial statements
September and consolidated do not contain any adverse
2019 financial statements for qualifications by the auditor.
2019
July 2019 - 25-Jul-2019 P V R LTD. AGM Management To declare dividend of For For PVR proposes to pay final
September Rs.2 per equity share of dividend of Rs. 2. 0 per share
2019 Rs.10.0 each (of face value Rs 10. 0) for
FY19. Total dividend for the
year is Rs. 112. 5 mn and
the dividend pay-out ratio for
the year is 6. 5% (including
DDT), lower than 9. 3% of the
prior year.
July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Ms. For Against Renuka Ramnath, MD
September Renuka Ramnath (DIN – Multiples Asset Mgmt
2019 00147182), as Director Pvt Ltd, has been on the
board since January 2013.
She attended 50% of the
meetings in FY19 and 32%
of the board meetings held
over the past three years. We
we have a 75% attendance
threshold for board meetings
in the three-year cycle prior
to re-appointment.
72
July 2019 - 25-Jul-2019 P V R LTD. AGM Management To appoint Ms. For For Ms. Deepa Misra Harris is
September Deepa Misra Harris the founder of BRANDSWE
2019 (DIN 00064912), as LOVE, a branding and
independent director, for marketing consultancy. She
a period of five years, was the former Head of
with effect from 27 March Sales & Marketing Taj Hotels,
2019 Palaces, Resorts & Safaris
and has over 30 years in the
high-end hospitality category.
Her appointment is in line
July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Sanjai For For Sanjai Vohra, former MD
September Vohra (DIN 00700879), JP Morgan and UBS, has
2019 as independent director, been on the board since
for a period of five years, September 2011. His
with effect from 25 July reappointment for a period
2019 of 5 years will result in his
cumulative tenure crossing
non-independent.
July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Amit For Against Amit Burman, Vice
September Burman (DIN 00042050), Chairperson of Dabur India,
2019 as independent director, has been on the board since
for a period of five years, October 2005. We believe
with effect from 25 July that the length of tenure is
2019 inversely proportionate to the
company. His attendance
level for board meetings
attended over the past three
years is 53% which is below
our threshold of 75%. We
attend all meetings.
July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Vikram For Against Vikram Bakshi, Managing
September Bakshi (DIN 00189930), Director of Connaught Plaza
2019 as independent director, Restaurants Private Ltd has
for a period of five years, been on the board since
with effect from 25 July September 2005. We believe
2019 that the length of tenure is
company.
July 2019 - 25-Jul-2019 P V R LTD. AGM Management Issuance of non– For For The proceeds will be utilized
September convertible debentures for further acquisitions,
2019 up to Rs. 5.0 bn on capital expenditure,
private placement basis refinance high cost
borrowings and other general
purpose requirements. The
proposed issuance will be
within the company’s overall
borrowing limit of Rs. 20 bn.
The current NCD facility is
rated CRISIL AA-/Stable,
which denotes adequate
degree of safety with regard
to timely servicing of financial
obligations.
73
July 2019 - 25-Jul-2019 P V R LTD. AGM Management Approve commission For For Sanjai Vohra is the
September of Rs. 2.4 mn to Sanjai Chairperson of the audit
2019 Vohra as Non-Executive as well as nomination and
Director for FY19 remuneration committee
and member of corporate
social responsibility
committee. Given the two
Chairpersonships, his duties
and responsibilities are
high resulting in a higher
commission being paid to
him. During FY18, he was
paid a commission of Rs.
1. 5 mn (67% of total paid
commission). For FY19,the
company proposes to
pay him a commission of
Rs. 2. 4 mn ( 83% of total
paid commission). Recent
amendments to SEBI
LODR require shareholders’
approval every year in which
annual remuneration payable
to a single non-executive
director exceeds 50% of the
total annual remuneration to
all non-executive directors.
His proposed commission is
reasonable at 0. 1% of PBT.
Further, the company has
aligned his commission with
the company.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Adoption of standalone For For No qualification in auditor's
2019
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Declare dividend of Rs. For For The total dividend per share
September 6.0 per equity share of for FY19 increased to Rs. 6.
2019 face value Rs.2 each 0 per share. The dividend
outflow amounted to Rs. 4. 2
bn and payout ratio is 10. 7%.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Rajiv Bajaj For For Rajiv Bajaj is the Managing
September (DIN 00018262), as Director of Bajaj Auto and
2019 Director part of the promoter family.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To appoint Naushad For For Naushad Forbes, 57, is
September Forbes (DIN 00630825) currently the Co-Chairperson
2019 as independent director of Forbes Marshall (a leading
for a period of five years steam engineering and
with effect from 01 April control instrumentation firm).
2019 He is an independent director
on the board of other Bajaj
companies. His appointment
for five years till 31 March
2024, meets all the statutory
requirements.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To appoint Anami Roy For For Anami Roy, 69, is a retired
September (DIN 01361110) as civil servant and has served
2019 independent director for in the Indian Police Service
a period of five years with in Maharashtra and the
effect from 01 April 2019 Government of India. He
is well versed with the
workings of the Government.
During his 38 years of
service, he has held wide
variety of assignments both
in Maharashtra and the
Central Government. His
reappointment, till 31 March
2024, is in line with statutory
requirements.
74
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Nanoo For Against Nanoo Pamnani, 74, is
September Pamnani (DIN: Former CEO, Citibank India.
2019 00053673) as He has been Independent
Independent Director Director on the board for
for five years from 1 close to 16 years. We believe
April 2019 and approve that the length of tenure
his continuation on is inversely proportionate
attainment of 75 years to the independence of a
of age director. We classify him as
director.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Dipak For Against Dipak Poddar, 75, Former
September Poddar (DIN 00001250) Managing Director, Bajaj
2019 an independent director Finance has been on the
for a period of three board for 32 years. We
years with effect from 01 believe that the length
April 2019 and approve of tenure is inversely
his continuation on the proportionate to the
board following the independence of a director.
attainment of 75 years We classify him as Non-
of age Independent due to his
long association with the
board, it should appoint
him as a non-independent
director.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Ranjan For Against Ranjan Sanghi, 75, Partner
September Sanghi (DIN 002758422) & Director, Sah & Sanghi
2019 an independent director has been on the board
for a period of five years for 32 years. We believe
with effect from 01 April that the length of tenure
2019 and approve his is inversely proportionate
continuation on the board to the independence of a
following the attainment director. We classify him as
of 75 years of age Non-Independent due to his
long association with the
board, it should appoint
him as a non-independent
director.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint D J Balaji For Against DJ Balaji Rao, 79, is
September Rao (DIN: 00025254) as Former MD, IDFC Limited.
2019 Independent Director for He has been Independent
five years from 1 April Director on the board for
2019 and approve his 10 years. We believe that
continuation on the board the length of tenure is
following the attainment inversely proportionate
of 75 years of age to the independence of a
director.
75
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Omkar For For Omkar Goswami, 62, has
September Goswami (DIN been on the board for 7
2019 00004258) an years. His reappointment
independent director for for a period of five years
a period of five years with till 31 March 2024. This
effect from 01 April 2019 will result in his cumulative
After crossing 10 years we
independent.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Ms. Gita For For Ms. Gita Piramal, Vice
September Piramal (DIN 01080602) Chairperson Promoter,
2019 an independent director Piramal Group has been on
for a period of five years the board for five years. Her
with effect from 16 July reappointment is in line with
2019 statutory requirements.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Continuation of Rahul For For Rahul Bajaj, 80, is part
September Bajaj (DIN 00014529) of the promoter family
2019 as a director, post and Chairperson. Recent
attainment of 75 years changes in SEBI’s LODR
of age require directors having
attained the age of 75
years to be reapproved by
special resolution before 1
April 2019. As Rahul Bajaj
is over 75 years, by bringing
in this resolution now, we
believe the company is in
violation of the timelines.
We however support his
continuing on the board.
July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Issue of non-convertible For For The issuance of debt
September debentures through securities on private
2019 private placement placement basis will be
within the company’s
overall borrowing limit of
Rs. 1300 bn. The issuances
are unlikely to materially
impact the NBFC’s overall
credit quality. An NBFC’s
capital structure is reined in
by RBI’s capital adequacy
requirements Bajaj Finance’s
outstanding bank loans are
rated CRISIL AAA/Stable/
CRISIL A1+.
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Adoption of standalone For For No qualification in auditor's
2019
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Declare dividend of Rs. For For The total dividend per share
September 2.5 per equity share of for FY19 increased to Rs. 2.
2019 face value Rs.5 each 5 per share. The dividend
outflow amounts to Rs. 478.
8 mn and payout ratio is 15.
6%.
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint Madhur For For Madhur Bajaj is Vice-
September Bajaj (DIN 00014593), as Chairperson Bajaj Auto
2019 Director and part of the promoter
family. He has been on the
board since July 2010. His
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs. 60,000 payable to proposed to be paid to the
2019 Dhananjay V Joshi & cost auditors is reasonable
Associates, Cost auditors compared to the size and
for FY20 scale of operations.
76
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Shareholder To appoint Anami Roy For For Anami Roy, 69, is a retired
September (DIN 01361110) as civil servant. He has served
2019 independent director for in the Indian Police Service
a period of five years with in Maharashtra and the
effect from 01 January Government of India. He
2019 is well versed with the
workings of the Government.
During his 38 years of
service, he has held wide
variety of assignments both
in Maharashtra and the
Central Government. His
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Shareholder To appoint Manish For For "Manish Kejriwal, is the
September Kejriwal (DIN 00040055) Managing Partner of
2019 as non-executive non- Kedaara Capital, private
independent director equity investment fund. He
ihas worked for companies
such as Temasek Holdings
Pte. Ltd, McKinsey and
Company, Inc, World Bank
in Washington D. C. And
Goldman Sachs (Principal
Investment/ Corporate
Finance) HK. His
statutory requirements. "
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint Nanoo For Against "Nanoo Pamnani is Former
September Pamnani (DIN: CEO, Citibank India. He has
2019 00053673) as been Independent Director
Independent Director on the board for close
for five years from 1 to 11 years. We believe
April 2019 and approve that the length of tenure
attainment of 75 years to the independence of
of age a director. We classify
him as non-independent
(>10 years) with the
board, it should reappoint
director. "
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint DJ Balaji For Against DJ Balaji Rao, 79, is
September Rao (DIN 00025254) as Former MD, IDFC Limited.
2019 independent director for He has been Independent
a period of five years Director on the board for
with effect from 01 11 years. We believe that
April 2019 and approve the length of tenure is
his continuation on inversely proportionate
director.
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint Ms. Gita For For Ms. Gita Piramal, Vice
September Piramal (DIN 01080602) Chairperson Promoter,
2019 as independent director Piramal Group has been
for a period of five years on the board for 5 years.
with effect from 16 July Her appointment, till 15 July
2019 2024, is in line with statutory
requirements.
77
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Continuation of Rahul For For Rahul Bajaj, 81, is part of
September Bajaj (DIN 00014529) the promoter family and
2019 directorship, post Chairperson (Emeritus) with
attainment of 75 years of effect from 17 May 2019. He
age from 01 April 2019 to was Chairperson of the board
16 May 2019 for 12 years. Recent changes
in SEBI’s LODR require
directors having attained
the age of 75 years to be
reapproved by shareholders
through a special resolution
before 1 April 2019. Rahul
Bajaj is over 75 years, by
bringing in this resolution
now, we believe the company
is in violation of the timelines.
We, however, support his
continuation for the period 01
April 2019 till 16 May 2019.
July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To approve remuneration For For During FY19, basis
September payable to Sanjiv remuneration structure
2019 Bajaj (DIN 00014615), approved in the 2017 AGM,
Managing Director & amount paid to Sanjiv Bajaj
CEO until 31 March 2022 was Rs. 79. 0 mn, 44. 6x
the median remuneration to
employees. His proposed
remuneration payable for
the remaining period of
his tenure until 31 March
2022 may exceed 5% of net
profits, subject to the limit
on commission. For FY20,
remuneration is estimated
at Rs. 113. 7 mn. He also
receives remuneration from
the holding company, Bajaj
Holdings and Investments
(Rs. 191. 4 mn in FY19
as its Managing Director).
While we generally do not
encourage this as a practice,
we note that there exists
strong business linkages
between the two entities and
total remuneration is in line
with the size of business.
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Adoption of standalone For For The financial statements
September and consolidated do not contain any adverse
2019 financial statements for qualifications by the auditors.
2019
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Declare final dividend of For For The total dividend outflow
September Rs. 60.0 per equity share (including dividend tax for
2019 (face value Rs. 10.0) FY19) is Rs. 20. 9 bn, while
for FY19 the dividend payout ratio is
44. 7%. The company can
increase its dividend payout.
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint Sanjiv Bajaj For For Sanjiv Bajaj is part of
September (DIN: 00014615) as a the promoter family and
2019 Non-Executive Non- Managing Director, Bajaj
Independent Director Finserv Limited. He
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint Pradeep For For Pradeep Shrivastava
September Shrivastava (DIN: is Executive Director,
2019 07464437) as a Bajaj Auto Limited. He
Non-Executive Non- retires by rotation and his
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Rakesh Sharma For For Rakesh Sharma is the
September (DIN: 08262670) as Chief Commercial Officer,
2019 Director Bajaj Auto Limited. His
78
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Rakesh Sharma For For Rakesh Sharma’s FY20
September as Executive Director remuneration of Rs. 54. 8
2019 for five years from 1 mn, excluding stock options,
January 2019 and fix his is commensurate with the
remuneration size and complexity of the
to peers. The company
must provide details on the
maximum stock options and
performance bonus that can
be paid to him, to provide
greater clarity on the overall
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Ms. Lila For For Ms. Lila Poonawalla is
September Poonawalla (DIN: Former Chairperson and
2019 00074392) as MD, Tetra Pak India Limited.
Independent Director Recent changes in SEBI’s
for five years from 1 LODR require directors
April 2019 and approve attaining the age of 75
her continuation after years to be approved by
attaining age of 75 years shareholders through a
special resolution. She will
be 75 years old in September
2019. Her appointment
requirements.
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Pradip Shah For For Pradip Shah is Former MD,
September (DIN: 00066242) as CRISIL. His appointment as
2019 Independent Director for Independent Director for five
five years from 1 April years is in line with statutory
2019 requirements.
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint Nanoo For Against Nanoo Pamnani is Former
September Pamnani (DIN: CEO, Citibank India. He has
2019 00053673) as been Independent Director
Independent Director on the board for close
for five years from 1 to 16 years. We believe
April 2019 and ratify that the length of tenure
director.
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint D J Balaji For Against DJ Balaji Rao is Former
September Rao (DIN: 00025254) as MD, IDFC Limited. He
2019 Independent Director for has been Independent
five years from 1 April Director on the board for
2019 and approve his over 20 years. We believe
continuation on the board that the length of tenure
following the attainment is inversely proportionate
of 75 years of age to the independence of a
director.
July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Maintain board size at For For The company can currently
September eighteen members appoint upto 18 board
2019 members and wishes to ratify
the current board size for
regulatory reasons.
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Adoption of standalone For For Financial analysis of
September and consolidated consolidated statements
2019 financial statements for helpful.
2019
79
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Declare a final dividend For For Havells India Limited
September of Rs 4.5 per share of (Havells) proposes to pay a
2019 face value Re 1.0 each final dividend of Rs 4. 5 per
share of face value Re. 1. 0
for the year ended 31 March
2019. The total dividend
payout (including dividend
distribution tax) for FY19
aggregates to Rs 3. 4 bn.
FY19 is 42. 8%.
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Anil Rai Gupta For For Anil Gupta is part of the
September (DIN: 00011892) as promoter group and is the
2019 Director, eligible to retire Chairperson and MD. He is
by rotation eligible to retire by rotation,
and his reappointment is
in line with the statutory
requirements.
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Rajesh Kumar For For Rajesh Gupta is a Chartered
September Gupta (DIN: 00002842) Accountant and the CFO of
2019 as Director, eligible to the company. He is eligible
retire by rotation to retire by rotation, and his
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Ratify remuneration of For For The proposed remuneration
September Rs. 900,000 (plus service is comparable to the size and
2019 tax and out of pocket complexity of the business.
expenses) for Sanjay
Gupta & Associates,
as cost auditors for the
financial year ending 31
March 2020
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Anil Rai For Against Anil Rai Gupta was paid a
September Gupta (DIN:00011892) remuneration of Rs. 201.
2019 as Chairperson, MD and 9 mn in FY19 which is
CEO for a period of five 290x the median employee
years w.e.f. 1 April 2019 salary. His estimated FY20
till 31 March 2024 and fix remuneration of Rs. 263. 9
his remuneration mn is significantly higher than
peers. While we support Anil
Rai Gupta’s reappointment
as Chairperson, MD &
CEO, over the last five
years his remuneration has
outpaced the company’s
financial performance.
place an absolute cap on
the commission payable to
him each year. From 1 April
2020, the company will be
required to separate the roles
of the Chairperson and the
Managing Director, and the
Chairperson will have to be
a non-executive director. The
company must articulate its
plan to meet this regulatory
requirement.
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Ameet Kumar For Against Ameet Kumar Gupta was
September Gupta (DIN:00002838) paid a remuneration of Rs.
2019 as a wholetime director 80. 7 mn in FY19 which is
for a period of five years 116x the median employee
w.e.f. 1 January 2020 till salary. While we support
31 December 2024 and Ameet Kumar Gupta’s
fix his remuneration reappointment as wholetime
director, his estimated FY20
is significantly higher than
peers. Further, the company
must place an absolute cap
on the commission payable
to him each year.
80
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Rajesh Kumar For Against Rajesh Kumar Gupta was
September Gupta (DIN:00002842) paid a remuneration of Rs.
2019 as a wholetime director 163. 1 mn in FY19 (including
and CFO for a period of stock options) which is
five years w.e.f. 1 April 155x the median employee
2020 till 31 March 2025 salary. His estimated FY21
and fix his remuneration remuneration of Rs. 164.
3 mn (not including stock
options) is significantly
higher than peers. While
we support Rajesh Kumar
Gupta’s reappointment
as wholetime director and
CFO, over the last four
years, his remuneration has
outpaced the company’s
financial performance.
place an absolute cap on
the commission payable to
him each year and disclose
options which will be issued.
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Appoint Siddhartha For For Siddhartha Pandit is the
September Pandit (DIN: 03562264) former VP (Legal) of Indus
2019 as a Director, liable to Towers. His appointment as
retire by rotation Director, liable to retire by
rotation, is in line with the
July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Appoint Siddhartha For For Siddhartha Pandit’s
September Pandit (DIN: 03562264) estimated FY20
2019 as a wholetime director remuneration of Rs. 13. 8
for a period of three mn is commensurate with the
years w.e.f. 29 May 2019 size of the company and in
till 28 May 2022 and fix line with that of remuneration
his remuneration paid to peers. However, we
expect companies to disclose
options which will be issued.
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Adoption of financial For For There are no adverse
September LTD. statements for the year qualification offered by the
2019 ended 31 March 2019 auditors.
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Ratify interim dividend of For For The total dividend for FY19
September LTD. Rs. 55.0 and declare final is Rs. 87. 0 per share, while
2019 dividend of Rs. 32.0 per it was Rs. 95. 0 in FY18.
equity share (face value The total dividend outflow
Rs. 2.0) for FY19 (including dividend tax for
FY19) is Rs. 20. 9 bn, while
61. 8%.
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Vikram For For Vikram Sitaram Kasbekar
September LTD. Sitaram Kasbekar (DIN: is the Executive Director –
2019 00985182) as Director, Operations (Plants). He is
eligible to retire by eligible to retire by rotation
rotation and his reappointment
requirements.
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Approve remuneration For For The total remuneration
September LTD. of Rs. 0.83 mn for proposed is reasonable
2019 Ramanath Iyer & Co. as compared to the size and
cost auditors for FY20 scale of the company’s
operations.
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Appoint Jagmohan Singh For For Jagmohan Singh Raju is
September LTD. Raju (DIN: 08273039) the Vice Dean of Executive
2019 as Independent Director Education, Wharton School,
for a period of five years University of Pennsylvania.
w.e.f. 15 November 2018 His appointment as an
Independent Director for a
period of five years w. E. F 15
November 2018 is in line with
81
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Meleveetil For Against Meleveetil Damodaran is
September LTD. Damodaran (DIN: the former Chairperson of
2019 02106990) as SEBI. He was appointed to
Independent Director the board on the board since
from 29 July 2019 till 3 16 June 2008. We consider
May 2022 him to be non-independent
due to his prolonged
the company. If the company
from Meleveetil Damodaran
serving on the board, it
should reappoint him as a
Non-Independent Director.
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Pradeep For For Pradeep Dinodia is the senior
September LTD. Dinodia (DIN: 00027995) partner of S. R. Dinodia & Co.
2019 as Non-Executive LLP. He was appointed to the
Director, eligible to retire board as an independent
by rotation w.e.f. 25 April director on 31 March
2019 2001. The company now
proposes to reappoint him
as Non-Executive director
w. E. F. 25 April 2019. His
reappointment as a Non-
Executive director, eligible
to retire by rotation, is in line
July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Vikram For For Vikram Kasbekar’s
September LTD. Sitaram Kasbekar (DIN: maximum estimated FY20
2019 00985182) as Executive remuneration of Rs. 120. 9
Director – Operations mn excluding stock options is
(Plants) for three years higher than peers. Even so,
from 8 August 2019 and we expect the company to
fix his remuneration remain judicious in deciding
the actual remuneration
payout, as it has in the
past. Vikram Kasbekar’s
past remuneration has been
company and comparable to
peers. We recognize that he
is a professional whose skills
carry market value.
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Adoption of financial For For No qualification auditor's
September PHARMACEUTICALS statements for the year report.
2019 LTD. ended 31 March 2019
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Declare dividend of For For Alembic Pharma proposes
September PHARMACEUTICALS Rs.5.50 per equity share to declare a dividend of Rs.
2019 LTD. of Rs.2.0 each 5. 50 per share. In FY19,
the total dividend including
dividend distribution tax
amounts to Rs. 1247. 8 mn.
The dividend payout ratio is
20. 4% v/s 21. 5% in FY18.
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Reappoint Shaunak Amin For For Shaunak Amin (DIN:
September PHARMACEUTICALS as Director liable to retire 00245523), is the Managing
2019 LTD. by rotation Director. His reappointment
as an executive director,
liable to retire by rotation,
requirements.
82
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Reappoint K. S. Aiyar & For Against K. S. Aiyar & Co. Was
September PHARMACEUTICALS Co. as Statutory auditors appointed as the statutory
2019 LTD. for FY20 and fix their auditor in FY11 (year of
remuneration listing). However, K. S. Aiyar
& Co. Had been the statutory
auditors of Alembic Limited,
holding company, for 17
years (until 31 March 2017).
We believe the prolonged
association with the holding
company may impede
the objectivity of the audit
process. The reappointment
of K. S. Aiyar & Co. Is not in
line with our Voting Policy on
Auditor Rotation. Their FY20
aggregating Rs. 3 mn is
reasonable in the context of
Alembic Pharma’s size.
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Approve remuneration For For The total remuneration
September PHARMACEUTICALS of Rs. 1,75,000 payable proposed to be paid to the
2019 LTD. to Diwanji & Co., as cost cost auditors in FY20 is
auditors for FY20 reasonable compared to
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Approve remuneration For Against Recent changes in
September PHARMACEUTICALS of Chirayu Amin (DIN: regulations require
2019 LTD. 00242549) as Executive shareholder approval when
Chairperson & CEO, for the annual remuneration
the remaining tenure of to one promoter executive
his appointment director exceeds 2. 5% of
5% of the net profits of
the company. In FY19,
Chirayu Amin was paid a
remuneration of Rs. 255.
0 mn. His estimated FY20
remuneration of ~Rs. 288.
0 mn is higher than industry
peers. Additionally, his pay for
FY19 was 709x the median
The commission component
of the remuneration is
open-ended - we expect the
company to cap the absolute
amount of commission
payable. Further, FY19 family
remuneration of Rs. 604 mn,
which aggregated about 8%
of PBT, and is high for the
business.
83
September PHARMACEUTICALS of Pranav Amin (DIN regulations require
2019 LTD. 00245099) as Managing shareholder approval when
Director, for the the annual remuneration
appointment director exceeds 2. 5% of
Pranav Amin was paid
a remuneration of Rs.
174. 5 mn. His estimated
FY20 remuneration of
~Rs. 252. 0 mn is high as
compared to industry peers.
Additionally, his pay for
business.
September PHARMACEUTICALS of Shaunak Amin (DIN regulations require
2019 LTD. 00245523) as Managing shareholder approval when
Director, for the the annual remuneration
appointment director exceeds 2. 5% of
Shaunak Amin was paid
a remuneration of Rs.
174. 5 mn. His estimated
FY20 remuneration of
~Rs. 252. 0 mn is high as
compared to industry peers.
Additionally, his pay for
business.
July 2019 - 29-Jul-2019 ALEMBIC AGM Management Reappoint Dr. Archana For For Dr. Archana Hingorani (DIN:
September PHARMACEUTICALS Hingorani as an 00028037) is the Managing
2019 LTD. Independent Director Partner at Siana Capital.
for a period of five years She was appointed as an
w.e.f. 4 February 2020 Independent Director on 4
February 2015. She attended
five out of six meetings in
FY19. Her reappointment
requirements.
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Adoption of standalone For For No qualification in the
September LABORATORIES LTD. and consolidated auditor's report.
2019
84
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Declare dividend of For For Dr. Reddy’s proposes to
September LABORATORIES LTD. Rs.20 per equity share of declare a dividend of Rs. 20.
2019 Rs.5 each 0 per share. In FY19, the total
payout ratio is 31. 3% v/s 70.
5% in FY18.
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Reappoint G V Prasad For For G V Prasad is the promoter
September LABORATORIES LTD. (DIN: 00057433) as Co-Chairperson, Managing
2019 Director liable to retire by Director and CEO. He
rotation retires by rotation and his
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Reappoint Sridar Iyengar For For Sridar Iyengar is the former
September LABORATORIES LTD. (DIN: 00278512) as an CEO of KPMG India. He
2019 Independent Director for has been on the board
a period of four years since 22 August 2011. His
until 30 July 2023 reappointment is in line with
regulatory requirements.
We will classify him as non-
independent once he crosses
a tenure of 10 years on the
board.
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Reappoint Ms. For Against Ms. Kalpana Morparia
September LABORATORIES LTD. Kalpana Morparia is the Chairperson of
2019 (DIN: 00046081) as an J P Morgan South and
Independent Director for Southeast Asia. She has
a period of five years until been on the board since
30 July 2024 5 June 2007. We believe
director. We classify her as
non-independent due to her
benefit from her serving on
her re-appointment as a non-
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Appoint Leo Puri (DIN: For For Leo Puri is the former MD of
September LABORATORIES LTD. 01764813) as an UTI Asset Management. His
2019 Independent Director appointment is in line with
from 25 October 2018 to regulatory requirements.
24 October 2023
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Appoint Shikha Sharma For For Shikha Sharma is the former
September LABORATORIES LTD. (DIN: 00043265) as an MD & CEO of Axis Bank. Her
2019 Independent Director appointment is in line with
from 31 January 2019 to regulatory requirements.
30 January 2024
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Appoint Allan Oberman For For Allan Oberman is the
September LABORATORIES LTD. (DIN: 08393837) as an former CEO of Concordia
2019 Independent Director International Corp. His
from 26 March 2019 to appointment is in line with
25 March 2024 regulatory requirements.
July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Approve remuneration of For For The remuneration to be
September LABORATORIES LTD. Rs. 700,000 to be paid to paid to the cost auditor is
2019 Sagar & Associates, cost reasonable compared to the
auditor for FY20 size and scale of operations.
July 2019 - 30-Jul-2019 RITES LTD. AGM Management Adoption of standalone For For Financial statement analysis
September and consolidated is helpful.
2019
July 2019 - 30-Jul-2019 RITES LTD. AGM Management To confirm two interim For For The total dividend outflow
September dividends aggregating including dividend tax is Rs.
2019 to Rs. 8.75 per equity 3. 1 bn. The dividend pay-out
share and to declare final ratio is 62. 6%.
dividend of Rs. 4.0 per
equity share of face value
Rs. 10.0 each
85
July 2019 - 30-Jul-2019 RITES LTD. AGM Management Reappoint Mukesh For For Mukesh Rathore, 59, was
September Rathore (DIN: 07669150) originally appointed on
2019 as Director the board on 1 December
2016. He has attended 10
out of 11 i. E. 91% of the
meetings held in FY19. He
July 2019 - 30-Jul-2019 RITES LTD. AGM Management Reappoint Amar Prakash For For Amar Prakash Dwivedi,
September Dwivedi (DIN: 07122333) 55, is a Nominee
2019 as Director Director appointed by the
Government of India. He was
originally appointed on the
board on 13 March 2015. He
has attended 10 out of 11 i. E.
91% of the meetings held in
FY19. He retires by rotation
requirements.
July 2019 - 30-Jul-2019 RITES LTD. AGM Management To take note of and For For The statutory auditors of
September authorize the board to the company, J C Bhalla &
2019 fix the remuneration of Co, have been appointed
statutory auditors and by the Comptroller and
branch auditors for Auditor General of India
FY20, appointed by the (C&AG). The (C&AG) has
Comptroller and Auditor also appointed branch
General of India (CAG) auditors. The remuneration
of Statutory auditors and
Branch auditors will be fixed
by the board of directors. In
FY19, the auditors were paid
a remuneration of Rs. 2. 6
mn. We expect the board to
remain judicious in deciding
auditor remuneration.
July 2019 - 30-Jul-2019 RITES LTD. AGM Management Appoint Gopi For For Gopi Sureshkumar
September Sureshkumar Varadarajan, 56, is the
2019 Varadarajan (DIN: director of projects at
08241385) as Whole- RITES. He was appointed
time Director as Additional Director of the
company on 27 September
2018. He has attended all
the meetings (5 out of 5
meetings) held during his
tenure. He is proposed to
be appointed as Whole-time
Director of the company,
liable to retire by rotation. His
July 2019 - 30-Jul-2019 RITES LTD. AGM Management Appoint Alok Kumar For For Alok Kumar Tiwari, 58, was
September Tewari (DIN: 06694407) appointed as Additional
2019 as Part-time Government Director of the company on
Nominee Director 30 May 2019. He is proposed
to be appointed as Part-
time Government Nominee
Director of the company,
July 2019 - 30-Jul-2019 RITES LTD. AGM Management Approve issue of bonus For For To issue the bonus shares,
September shares in the ratio of one the board has recommended
2019 bonus share for every capitalization of reserves.
four-shares held (ratio The bonus issue is being
of 1:4) made with a view to increase
the liquidity of equity shares
in the secondary market with
a view to expand the retail
shareholder base.
July 2019 - 30-Jul-2019 TCI EXPRESS LTD AGM Management Adoption of financial For For Financial statement analysis
September statements for the year is always helpful.
86
July 2019 - 30-Jul-2019 TCI EXPRESS LTD AGM Management To declare a final For For During the year, the company
September dividend of Rs. 0.6 per declared two interim
2019 equity share of face value dividends of Rs. 1. 2 each.
Rs. 2.0 each With the final dividend, the
total dividend per share for
the year amounts to Rs. 3
per share (Rs. 2. 5 in FY18).
The aggregate dividend
outflow including dividend
tax for FY19 is Rs. 0. 1 bn.
19. 0%.
July 2019 - 30-Jul-2019 TCI EXPRESS LTD AGM Management Reappoint D.P Agarwal For For D. P. Agarwal, 68, is one
September (DIN: 00084105) as of the promoters of the
2019 Director company and the non-
executive Chairperson of the
board. He was appointed on
the board on 7 October 2015.
He has attended all the
meetings held in FY19.
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Adoption of standalone For For No qualification in the
September INDUSTRIES LTD. and consolidated auditor's report.
2019
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Declare Dividend of Rs. For For For FY19, FOIL has proposed
September INDUSTRIES LTD. 7.0 per equity share of a final dividend of Rs. 7 per
2019 face value Rs.5 each equity share of face value Rs.
for FY19 5 each. The total dividend
tax for 2019 is Rs. 258. 3 mn.
2019 is 20. 0% versus 25. 5%
in the prior year.
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Reappoint Jayen Shah For For Jayen Shah, promoter and
September INDUSTRIES LTD. (DIN: 00106919), as CEO, has been with the
2019 Director company since inception and
on the board since May 2002.
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Ratify remuneration of For For "The total remuneration
September INDUSTRIES LTD. Rs.300,000 payable to Y. proposed to be paid
2019 R. Doshi & Associates, to the cost auditors is
cost auditors for FY20 reasonable compared to
the size and scale of
operations. "
87
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Prakash Kamat, 74, is the
September INDUSTRIES LTD. of Prakash Kamat (DIN Chairperson of Fine Organic
2019 00107015), Chairperson Industries Limited. He has
and Whole Time Director, been with the company for
effective 01 April 2019 up 17 years. For FY19, the
till 05 November 2022, remuneration paid to him
end of his tenure amounted to Rs. 22. 8 mn and
the median to employee ratio
was 52. 6x. His proposed
remuneration as per revised
structure is estimated at Rs.
30. 4 mn to Rs. 40. 0 mn.
Though the promoter group
remuneration at Rs. 152. 0
mn – Rs. 200. 0 mn is high
on an aggregate basis (7%-
9% of PAT), at an individual
level the remuneration is in
line with his experience, with
peers and the size and scale
of the business. We note that
there is lack clarity on how
variable pay will determined
and the amount. As a good
practice companies must
clearly disclose the basis for
variable pay and also put an
absolute cap on variable pay.
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Mukesh Shah, 63, is the
September INDUSTRIES LTD. of Mukesh Shah (DIN Managing Director of Fine
2019 00106799), Managing Organic Industries Limited.
Director, effective 01 April He has been with the
2019 up till 05 November company for 17 years. For
2022, end of his tenure FY19, the remuneration
paid to him amounted to Rs.
22. 8 mn and the median to
employee ratio was 52. 6x.
as per revised structure is
to Rs. 40. 0 mn. Though the
promoter group remuneration
at Rs. 152. 0 mn – Rs. 200. 0
mn is high on an aggregate
basis (7%-9% of PAT),
at an individual level the
remuneration is in line with
his experience, with peers
and the size and scale of
the business. We note that
88
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Jayen Shah, 55, is the CEO
September INDUSTRIES LTD. of Jayen Shah (DIN of Fine Organic Industries
2019 00106919), Whole-Time Limited. He has been with
Director and CEO, the company for 17 years.
effective 01 April 2019 up For FY19, the remuneration
till 05 November 2022, paid to him amounted to Rs.
end of his tenure 22. 8 mn and the median to
at Rs. 152. 0 mn – Rs. 200. 0
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Tushar Shah, 50, is the CFO
September INDUSTRIES LTD. of Tushar Shah (DIN of Fine Organic Industries
2019 00107144), Whole-Time Limited. He has been with
Director and CFO, the company for 17 years.
effective 01 April 2019 up For FY19, the remuneration
till 05 November 2022, paid to him amounted to Rs.
end of his tenure 22. 8 mn and the median to
at Rs. 152. 0 mn – Rs. 200. 0
89
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Bimal Shah, 38 is a Whole-
September INDUSTRIES LTD. of Bimal Shah (DIN Time Director of Fine
2019 03424880), Whole-Time Organic Industries Limited.
Director, effective 01 April He has been on the board
2019 up till 05 November for 8 years. For FY19, the
2022, end of his tenure remuneration paid to him
amounted to Rs. 22. 8 mn and
the median to employee ratio
was 52. 6x. His proposed
remuneration as per revised
structure is estimated at Rs.
30. 4 mn to Rs. 40. 0 mn.
Though the promoter group
mn – Rs. 200. 0 mn is high
on an aggregate basis (7%-
9% of PAT), at an individual
level the remuneration is in
line with his experience, with
peers and the size and scale
of the business. We note that
July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Approve continuation For For Ms. Pratima Umarji, 74
September INDUSTRIES LTD. of Ms. Pratima Umarji was the Former Principal
2019 (DIN 05294496) as Secretary Law and Judicial
Independent Director Dept of Govt of Maharashtra.
post attainment of 75 She has been on the board
years of age till the end as independent director
of her next tenure since November 2017.
Recent changes in SEBI’s
1 April 2019. In line with
this regulatory change,
Ms. Pratima Amarjit’s
requires shareholder
approval: she is 74 years
old. Her continuation is in line
90
July 2019 - 30-Jul-2019 TATA MOTORS LTD NCM Management To sell the Defense For For Tata Motors proposes
September - DVR Undertaking of Tata to sell the Value Added
2019 Motors to Tata Advanced Segment (VAS) of existing
Systems Ltd. (TASL) on business and Specialized
a slump sale basis for an Defense Projects (SDP)
enterprise value (EV) of which comprises of IPR for
Rs. 2.1 bn identified set of projects to
TASL on a slump sale basis
for a total consideration of
Rs. 2. 1 bn. The proposed
transaction is aligned with
the overall strategy of Tata
Motors to divest its non-
core investments. The VAS
business of the defense
undertaking is a small and
non-profitable business. The
specialized defense projects
are yet to commence and
there is limited visibility
in terms of revenue and
profits. Therefore, transfer
of defense undertaking to
TASL will not have a material
impact on Tata Motor’s
business. While we support
the company in valuing the
defense undertaking at net
asset value, we have placed
a valuation flag, as the fair
value of defense undertaking
cannot be ascertained.
July 2019 - 30-Jul-2019 TATA MOTORS LTD. NCM Management To sell the Defense For For Tata Motors proposes
September Undertaking of Tata to sell the Value Added
2019 Motors to Tata Advanced Segment (VAS) of existing
Systems Ltd. (TASL) on business and Specialized
a slump sale basis for an Defense Projects (SDP)
enterprise value (EV) of which comprises of IPR for
Rs. 2.1 bn identified set of projects to
TASL on a slump sale basis
for a total consideration of
Rs. 2. 1 bn. The proposed
transaction is aligned with
the overall strategy of Tata
Motors to divest its non-
core investments. The VAS
business of the defense
undertaking is a small and
non-profitable business. The
specialized defense projects
are yet to commence and
there is limited visibility
in terms of revenue and
profits. Therefore, transfer
of defense undertaking to
TASL will not have a material
impact on Tata Motor’s
business. While we support
the company in valuing the
defense undertaking at net
asset value, we have placed
a valuation flag, as the fair
value of defense undertaking
cannot be ascertained.
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Adoption of audited For For The financial statement do
September LTD. financial statements for not contain any adverse
2019 the year ended 31 March qualification by the auditors.
2019
91
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Declare final dividend For For Swaraj Engines proposes a
September LTD. and special dividend final dividend of Rs. 50 per
2019 aggregating Rs. 50 per equity share of face value
share of FV Rs.10 Rs. 10 for FYE March 2019.
This includes a special
dividend of Rs. 25 per equity
share. The total dividend
tax for FY18 is Rs. 0. 7 bn.
88. 6%.
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint S. For For S Durgashankar is President,
September LTD. Durgashankar Group Merger & Acquisitions
2019 (DIN: 00044713) as of Mahindra & Mahindra Ltd.
Non-Executive Non- He retires by rotation and his
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Dr. Pawan For For Dr. Pawan Goenka is
September LTD. Goenka (DIN: 00254502), Managing Director of
2019 as Non-Executive Non- Mahindra & Mahindra Ltd.
Independent Director He retires by rotation and his
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Approve remuneration of For For The total remuneration
September LTD. Rs. 120,000 for V. Kumar proposed is reasonable
2019 & Associates as cost compared to the size and
auditors for the financial scale of the company’s
year ending 31 March operations.
2020
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Sudhir For For Sudhir Mankad is a retired
September LTD. Mankad (DIN: 00086077) Civil Servant who has held
2019 as Independent Director various positions with the
for three years from 31 GoI and Govt. Of Gujarat. He
July 2019 was appointed to the board
of Swaraj Engines on 31
as Independent Director for
three years till 30 July 2022
requirements.
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Dileep C. For For Dilip Choksi is promoter, C.
September LTD. Choksi (DIN: 00016322) C. Choksi Advisors Pvt. Ltd.
2019 as Independent Director He was appointed to the
for five years from 31 board of Swaraj Engines as
July 2019 additional director on 18 June
four years till 30 July 2024
requirements.
July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Ms. Neera For For Ms. Neera Saggi is a
September LTD. Saggi (DIN: 00501029) retired IAS Officer, who
2019 as Independent Director was Secretary to the
for four years from 1 Governor of West Bengal.
October 2019 She was appointed to the
board of Swaraj Engines
as on 1 October 2014.
Her reappointment as
Independent Director for five
years till 30 September 2024
requirements.
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Adoption of standalone For For The auditor has not offered
September - DVR financial statements for an qualifications for the
2019 the year ended 31 March financial statement of the
2019 company.
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Adoption of consolidated For For The auditor has not offered
September - DVR financial statements for an qualifications for the
2019 the year ended 31 March financial statement of the
2019 company.
92
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Reappoint N For For N Chandrasekaran, 56, is
September - DVR Chandrasekaran the Chairperson of Tata
2019 (DIN: 00121863) as Sons. His reappointment
Non-Executive Non- is in line with the statutory
Independent Chairperson requirements.
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Appoint Ms. Vedika For For Ms. Vedika Bhandarkar, 51,
September - DVR Bhandarkar (DIN: holds more than 25 years of
2019 00033808) as experience, building teams
Independent Director for and businesses with Indian
a term of five years, from and international financial
26 June 2019 institutions. She is the former
VC & MD of Credit Suisse
Securities Pvt Ltd. Her
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Approve payment of For For As the standalone business
September - DVR commission to non- turned profitable this year,
2019 executive directors not Tata Motors Limited paid a
exceeding 1% of net total of Rs. 39. 5 mn (0. 1%
profits from 1 April 2019 of PBT) as commission to
in FY19. As profits grow,
we expect the company
to be judicious in paying
commission to its non-
executive directors. Even so,
payable. We do not favour
resolutions seeking omnibus
approvals – we expect
the company to approach
shareholders on a periodic
basis to approve commission
payable to non-executive
directors.
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Authorize the board to For For The company seeks
September - DVR appoint branch auditors shareholder permission
2019 to authorize the board to
appoint branch auditors and
fix their remuneration for its
branches outside India.
July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Ratify remuneration of For For The total remuneration
September - DVR Rs. 0.5 mn for Mani & proposed is reasonable
2019 Co. as cost auditors for compared to the size and
FY20 scale of the company’s
operations.
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Adoption of standalone For For The auditor has not offered
September financial statements for any adverse qualifications for
2019 the year ended 31 March the financial statements.
2019
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Adoption of consolidated For For The auditor has not offered
September financial statements for any adverse qualifications for
2019 the year ended 31 March the financial statements.
2019
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Reappoint N For For N Chandrasekaran, 56, is
September Chandrasekaran the Chairperson of Tata
2019 (DIN: 00121863) as Sons. His reappointment
Independent Chairperson requirements.
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Appoint Ms. Vedika For For Ms. Vedika Bhandarkar, 51,
September Bhandarkar (DIN: holds more than 25 years of
2019 00033808) as experience, building teams
Independent Director for and businesses with Indian
a term of five years, from and international financial
26 June 2019 institutions. She is the former
VC & MD of Credit Suisse
Securities Pvt Ltd. Her
93
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Approve payment of For For As the standalone business
September commission to non- turned profitable this year,
2019 executive directors not Tata Motors Limited paid a
exceeding 1% of net total of Rs. 39. 5 mn (0. 1%
profits from 1 April 2019 of PBT) as commission to
executive directors. Even so,
directors.
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Authorize the board to For For The company seeks
September appoint branch auditors shareholder permission
2019 to authorize the board to
appoint branch auditors and
fix their remuneration for its
branches outside India.
July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs. 0.5 mn for Mani & proposed is reasonable
2019 Co. as cost auditors for compared to the size and
FY20 scale of the company’s
operations.
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Adoption of standalone For For No qualifications from
September INVESTMENT & and consolidated auditors.
2019 FINANCE CO. LTD. financial statements for
2019
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Confirm interim dividend For For The total dividend per share
September INVESTMENT & of Rs. 4.5 per equity on share of Rs. 10 face value
2019 FINANCE CO. LTD. share and approve , inclusive of interim dividend
final dividend of Rs. 2 of Rs. 4. 5 per share for FY19
per share of face value is Rs. 6. 5 per share. The
Rs. 10 dividend outflow amounts to
Rs. 1. 2 bn and payout ratio is
10. 3%. However, upon sub-
division of equity shares into
5 equity shares of face value
of Rs. 2 each, the proposed
final dividend would be paid
proportionately at the rate of
Rs. 0. 40 per share equity
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To reappoint Arun For For Arun Alagappan, 42, is a
September INVESTMENT & Alagappan (DIN promoter and member of the
2019 FINANCE CO. LTD. 00291361), as Director Murguappa family. He joined
the board of CIFL as an
Executive Director in August,
requirements.
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To appoint N. Ramesh For For N. Ramesh Rajan, 61 is
September INVESTMENT & Rajan (DIN 01628318) as a Chartered Accountant
2019 FINANCE CO. LTD. independent director for and the founder and senior
a period of five years with partner of LeapRidge
effect from 30 October Advisors LLP. A former
2018 Senior Partner of PWC India,
he has experience in the
field of finance, strategy and
operations. His appointment
requirements.
94
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To appoint Rohan Verma For For Rohan Verma, 33, is the
September INVESTMENT & (DIN 01797489) as Founder and Chairperson of
2019 FINANCE CO. LTD. independent director for Infidreams Industries Private
a period of five years Limited. He has 12 years of
with effect from 25 March experience in Information
2019 Technology and business
operations and is the also the
creator of mapmyindia. Com,
an interactive mapping portal.
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To approve payment For For The company had obtained
September INVESTMENT & of commission not shareholders’ approval in July
2019 FINANCE CO. LTD. exceeding 1% of the net 2014 for paying commission,
profits, to directors, for not exceeding 1%, to non-
five years commencing executive directors for a
from FY20 period of five years. The
company proposes to pay
such commission to its non-
executive directors for a
further period of five years.
In FY19, the non-executive
directors were paid a total
commission of Rs. 3. 7 mn,
which is reasonable and
represents ~0. 2% of FY19
PBT. Given the gap between
the approval being sought
and the amount paid, the
company must consider
payable.
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Approve increase in For For Debt levels in an NBFC
September INVESTMENT & borrowing limit from Rs. are typically reined in by
2019 FINANCE CO. LTD. 600 bn to Rs. 750 bn the regulatory requirement
and creation of charges/ of maintaining a slated
mortgages on the assets minimum capital adequacy
of the company ratio. The capital adequacy
ratio of the company as on
31 March 2019 is 17. 4%
against a minimum 15%
as required by regulatory
norms. With regard to the
creation of charges, secured
loans generally have easier
repayment terms, less
restrictive covenants, and
lower interest rates. CIFL
debt programmes carry
outstanding ratings of ICRA
AA+/Stable /ICRA A1+.
July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Issuance of non- For For The issuance of debt
September INVESTMENT & convertible debentures securities on private
2019 FINANCE CO. LTD. (NCDs) on a private placement basis will be within
placement basis upto Rs. the company’s proposed
260.0 bn borrowing limit of Rs. 750 bn.
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Adoption of standalone For For Financial statements
September UNIVERSAL LTD. financial statements for analysis is helpful.
2019
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Adoption of consolidated For For Financial statements
September UNIVERSAL LTD. financial statements for analysis is helpful.
2019
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Ratify interim dividend For For The total dividend outflow
September UNIVERSAL LTD. of Rs. 1.5 per equity including dividend tax for
2019 share and declare final FY19 is Rs. 626. 1 mn. The
dividend of Rs. 1.25 per dividend payout ratio is 37.
equity share (face value 7%.
Re. 1.0)
95
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Reappoint M M For For M M Murugappan, is part
September UNIVERSAL LTD. Murugappan (DIN: of the promoter group and
2019 00170478) as Chairperson, Carborundum
Non-Executive Non- Universal Limited. He
Independent Director retires by rotation and his
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Reappoint Aroon Raman For For Aroon Raman is MD, Telos
September UNIVERSAL LTD. (DIN: 00201205) as Investments & Technologies
2019 Independent Director for Private Limited. He has been
five years from 1 August on the board for close to six
2019 years. His reappointment
him as Non-Independent
once his overall tenure
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Reappoint Sanjay For Against Sanjay Jayavarthanavelu
September UNIVERSAL LTD. Jayavarthanavelu is MD, Lakshmi Machine
2019 (DIN: 00004505) as Works Limited. He has
Independent Director for been on the board for over
five years from 1 August nine years. We believe
2019 that the length of tenure is
Since his reappointment is
proposed within six months
of his completing 10 years
on the board, we classify him
as non-independent. If the
director.
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Appoint N For For N Ananthaseshan is
September UNIVERSAL LTD. Ananthaseshan (DIN: proposed to be appointed on
2019 02402921) as Managing the board as MD (Designate)
Director (Designate) from from 26 April 2019. He will
26 April 2019 and as be designated as MD with
Managing Director from effect from 23 November
23 November 2019 till 22 2019 once K Srinivasan,
November 2022 and fix the current MD’s tenure is
his remuneration completed. His estimated
FY20 remuneration of Rs.
18. 9 mn is in line with peers
and commensurate with
the size and complexity of
the business. We expect
companies to disclose the
likely quantum of stock
options which will be issued
to executives.
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Approve payment of Rs. For For M M Murugappan will be
September UNIVERSAL LTD. 10 mn as commission to eligible to receive Rs. 10
2019 M M Murugappan which mn as remuneration for
may exceed 50% of total FY19 which will be paid out
remuneration paid to in FY20. In the past, his
Non-Executive Directors commission has ranged
in FY20 between 64% to 68% of
the total commission paid
to Non-Executive Directors.
The company has been
judicious in its payouts to M
M Murugappan, paying him
Rs. 10 mn in commission
every year. His proposed
commission is comparable
to peers.
96
July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Approve remuneration of For For The total remuneration
September UNIVERSAL LTD. Rs. 450,000 payable to S proposed to be paid to the
2019 Mahadevan & Co as cost cost auditors in FY20 is
auditors for FY20 reasonable compared to the
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Adoption of standalone For For The Auditors have not issued
September financial statements for any adverse qualifications on
2019 the year ended 31 March the Accounting treatment.
2019
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Adoption of consolidated For For The Auditors have not issued
September financial statements for any adverse qualifications on
2019 the year ended 31 March the Accounting treatment.
2019
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Declare dividend of For For Tech Mahindra proposes to
September Rs. 14.0 per share (FV pay a dividend of Rs. 14. 0
2019 Rs.5.0) per equity share of face value
Rs. 5. The dividend payout
ratio was 37. 8%.
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint V. S. For For V. S. Parthasarathy is CFO &
September Parthasarathy (DIN: CIO of promoter the Mahindra
2019 00125299) as Director Group. He retires by rotation
liable to retire by rotation and is being reappointed. His
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Shareholder Appoint Ms. Mukti Khaire For For Ms. Mukti Khaire, 46, is
September (DIN: 08356551) as Associate Professor, Harvard
2019 Independent Director for Business School. She was
five years from 1 August appointed as Additional
2019 Director on 19 April 2019. Her
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint M. Damodaran For Against M Damodaran, 72, has
September (DIN: 02106990) as been on the board of Tech
2019 Independent Director Mahindra for 11 years (since
from 1 August 2019 to 31 July 2008). Recent changes
March 2022 in SEBI’s LODR require
directors having attained the
age of 75 to be re-approved
by shareholders through
a special resolution. M
Damodaran will be 75 years
in the period of proposed
reappointment. In line with
this regulatory change, his
appointment as Independent
Director requires shareholder
ratification. We believe
Although his reappointment
for another three years is
compliant with regulations,
we consider directors to
be non-independent once
they cross a tenure of
ten years from the date
of their first appointment.
Therefore, we do not
support his reappointment.
Since the board wishes to
retain M Damodaran as a
director, it must consider
97
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint T. N. For For T. N. Manoharan has been on
September Manoharan (DIN: the board of Tech Mahindra
2019 01186248) as as Independent Director for
Independent Director for 6 years (from July 2013).
five years from 1 August Reappointment for another
2019 five years will result in a
cumulative tenure of over 10
years. We will consider him
as non-independent once his
tenure on the board crosses
10 years.
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint Ms. M. For For Ms. M. Rajyalakshmi Rao has
September Rajyalakshmi Rao been on the board of Tech
2019 (DIN: 00009420) as Mahindra as Independent
Independent Director for Director for 6 years (from July
five years from 1 August 2013). Reappointment for
2019 another five years will result
in a cumulative tenure of over
10 years. We will consider
her as non-independent
once her tenure on the board
crosses 10 years.
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Appoint Haigreve Khaitan For For Haigreve Khaitan, 48, is
September (DIN: 00005290) as a Partner of Khaitan & Co
2019 Independent Director for specializing in mergers &
five years from 1 August acquisitions, restructuring,
2019 joint ventures and foreign
collaborations. His
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Appoint Ms. Shikha For For Ms. Shikha Sharma, 60,
September Sharma (DIN: 00043265) was MD and CEO of Axis
2019 as Independent Director Bank Ltd. From June 09
for five years from 1 till December 18. Her
August 2019 appointment is in line with all
July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Approve payment of For For The company paid a total of
September commission at 1% of net Rs. 65. 3 mn (0. 1% of PBT)
2019 profits to Non-Executive as commission to its non-
Directors for five years executive directors in FY19.
from 1 April 2020 As profits grow, we expect
commission payable.
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Adoption of financial For For The Auditor has not issues
September LTD. statements for the year any adverse qualification on
2019 ended 31 March 2019 the financial statements.
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Declare final dividend of For For The total dividend for FY19 is
September LTD. Rs. 125.0 per share (face Rs. 125. 0 per equity share,
2019 value Rs. 10.0) for FY19 while it paid a dividend of
Rs. 110. 0 in FY18. The total
dividend (including dividend
tax) amounts to Rs. 4. 1 bn
and the dividend payout ratio
is 20. 0%.
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Reappoint Siddhartha For For Siddhartha Lal, 46, is the
September LTD. Lal (DIN: 00037645) as promoter of the company
2019 Managing Director and has served on the
board for the past 13 years.
His reappointment as the
Managing Director meets all
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Ratify remuneration For For The total remuneration
September LTD. of Rs. 0.25 mn for V proposed is reasonable
2019 Kalyanaraman, as cost compared to the size and
operations.
98
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Appoint Vinod Dasari For Against Vinod Dasari, 53, was Ashok
September LTD. (DIN: 00345657) as Leyland Ltd. ’s MD & CEO
2019 Executive Director for for the past eleven years
a term of five years and was instrumental in
from 1 April 2019 and shaping its growth. Given
fix remuneration not his previous success, we
exceeding 3% of profits support his appointment
as an Executive Director.
However, the company has
not provided sufficient clarity
with respect to his proposed
remuneration. There is
neither clarity on structure
nor quantum – based on the
disclosures, his remuneration
could be as high as Rs.
990 mn. We do not support
blanket approvals of this
nature. The company must
provide more granular
information regarding his
proposed remuneration and
set a cap in absolute terms.
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Appoint Inder Mohan For For Inder Mohan Singh, 55, is
September LTD. Singh (DIN: 07114750) a fellow member of ICAI
2019 as Independent Director and ICSI. He has about
for five years from 12 two decades of experience
November 2018 as an in-house corporate
counsel and over a decade
in practice. Presently, he
is Partner with Shardul
Amarchand Mangaldas &
Co. His appointment as
Independent Director for a
term of five years meets all
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Appoint Vinod For For Vinod Kumar Aggarwal, 60,
September LTD. Kumar Aggarwal has been associated with
2019 (DIN: 00038906) as Eicher Group for the 35
Non-Executive Non- years. He has held several
Independent Director management positions
liable to retire by rotation including the CFO of Eicher
from 1 April 2019 Group from 2005 to 2009.
He is currently the MD &
CEO of VE Commercial
Vehicles Ltd. , a JV between
AB Volvo and Eicher Motors.
His appointment as Non-
Executive Non-Independent
Director meets all statutory
requirements.
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve payment of For For In FY19 Eicher Motors paid a
September LTD. commission to non- total of Rs. 9. 8 mn (0. 03%
2019 executive directors not of PBT) as commission to
exceeding 1% of net its non-executive directors
profits from 1 April 2019 in FY19. As profits grow,
executive directors. The
directors.
99
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve payment of For For S Sandilya, 71, is the
September LTD. remuneration of Rs. 5.3 Chairperson of the company
2019 mn (excluding sitting and has served on the board
fees) to S Sandilya, for the past 25 years. His
Independent Chairperson FY19 commission of Rs.
for FY19, which exceeds 5. 3 mn is 54. 1% of total
50% of the total remuneration paid to all non-
remuneration payable executive directors and is
to all non-executive reasonable at 0. 01% of PBT.
directors
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve Eicher Motors For Against The size of the scheme is
September LTD. Ltd.- Restricted Stock upto 1% of paid-up share
2019 Unit Plan 2019 (RSUP- capital. The RSUs will be
2019) granted at face value. We
do not favour RSU schemes
where the exercise price
is at a significant discount
to market price. RSUs are
‘pay at risk’ options that
employees accept at the
time of grant. The inherent
assumption of an RSU
scheme is that there could
be possible downside
risks – and that employees
may not be rewarded in
case of adverse stock
price movements. Here the
downside risk is protected by
issuing RSUs at a significant
discount.
July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve the grant of For Against Our opinion on this resolution
September LTD. RSUs under RSUP-2019 emanates from our decision
2019 to the employees of on Resolution #10.
subsidiaries
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Adoption of standalone For For No qualification in the
September PRODUCTS LTD. and consolidated auditor's report.
2019
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management To confirm interim For For The total dividend for FY19
September PRODUCTS LTD. dividend of Rs. 12.0 per is Rs. 12. 0 per equity share,
2019 share (face value Re. while it paid a dividend of
1.0) for FY19 Rs. 6. 7 in FY18. The total
dividend tax for FY19) is Rs.
14. 8 bn and the dividend
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Nadir Godrej For For Nadir Godrej, 68, represents
September PRODUCTS LTD. (DIN: 00066195) as the promoter family on the
2019 Non-Executive Non- board. He is currently the
Independent Director Managing Director of Godrej
Industries Limited. His
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Jamshyd For For Jamshyd Godrej, 71,
September PRODUCTS LTD. Godrej (DIN: 00076250) represents the promoter
2019 as Non-Executive Non- family on the board. He is
Independent Director currently the Chairperson and
Managing Director of Godrej
& Boyce Manufacturing
Company Limited. His
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Approve remuneration For For The total remuneration
September PRODUCTS LTD. of Rs. 0.6 mn for PM proposed is reasonable
2019 Nanabhoy & Co. as cost compared to the size and
operations.
100
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Narendra For For Narendra Ambwani, 70, is
September PRODUCTS LTD. Ambwani (DIN: the former Managing Director
2019 00236658) as of Johnson & Johnson. He
Independent Director has been on the board for
from 28 July 2019 to 14 the past eight years. His
November 2023 reappointment for a further
We will treat him as non-
independent, once her
crosses a tenure of ten years.
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Aman Mehta For Against Aman Mehta, 73, is the
September PRODUCTS LTD. (DIN: 00009364) as Former Chairperson & CEO
2019 Independent Director of HSBC USA Inc. He has
from 26 September 2019 served on the board for the
to 31 August 2021 past 13 years. Although his
reappointment is compliant
with regulations, we
consider directors to be non-
independent once they cross
a tenure of ten years from the
date of their first appointment.
support his reappointment
as an independent director.
The board must consider
reappointing Aman Mehta
as a non-independent non-
executive director.
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Dr. For Against Dr. Omkar Goswami, 63, is
September PRODUCTS LTD. Omkar Goswami the Founder and Chairperson
2019 (DIN: 00004258) as of CERG Ltd. He has served
Independent Director on the board for the past
for a further term of five 11 years. Although his
years from 26 September reappointment is compliant
2019 with regulations, we
reappointing Dr. Omkar
Goswami as a non-
independent non-executive
director.
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Ms. Ireena For For Ireena Vittal, 50, is the
September PRODUCTS LTD. Vittal (DIN: 05195656) Former Partner of McKinsey.
2019 as Independent Director She has served on the board
for a further term of five for the past six years. Her
years from 26 September reappointment for a further
2019 term of five years is in line
We will treat her as non-
independent, once her
crosses a tenure of ten years.
101
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Ms. Nisaba For For Nisaba Godrej, 41, is
September PRODUCTS LTD. Godrej (DIN: 00591503) currently designated as the
2019 as Executive Chairperson Executive Chairperson and
from 1 July 2019 to 30 has served on the board for
September 2022 and fix the past eight years. She
her remuneration was paid a remuneration
of Rs. 52. 0 mn in FY19
and we estimate her FY20
mn, which is commensurate
with peers and in line with
the company. GCPL must
consider, providing a cap on
the performance linked pay
component or her overall
pay.
July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Vivek Gambhir For For Vivek Gambhir, 50, is the
September PRODUCTS LTD. (DIN: 06527810) as CEO & Managing Director of
2019 Managing Director & the company. The company
CEO from 1 July 2019 to proposes to reappoint him for
30 September 2022 and a further term of three years.
fix his remuneration He was paid a remuneration
of Rs. 152. 6 mn (including
ESOPs) in FY19 and
we estimate his FY20
the company. Further, Vivek
Gambhir is a professional,
whose skill carry a market
value. GCPL must consider,
providing a cap on the
performance linked pay
component or his overall pay.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Adoption of standalone For For The auditor has not issued
September LTD. and consolidated any qualifications on the
2019 financial statements for financial statements.
2019
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Declare final dividend of For For L&T proposed a final
September LTD. Rs.18.0 per equity share dividend of Rs. 18. 0 per
2019 (FV Rs.2.0) equity share of face value
Rs. 2. 0 for the year ended
ratio is 45. 5%.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint M.V. Satish For For M. V. Satish, 63, is Sr.
September LTD. (DIN: 06393156) as Executive VP (Buildings,
2019 Director liable to retire by Minerals & Metals) of the
rotation company. He retires by
requirements.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Shailendra For For Shailendra Roy, 67, is
September LTD. Roy (DIN: 02144836) as Sr. Executive VP (Power,
2019 Director liable to retire by Heavy Engg. & Defence) of
rotation the company. He retires by
requirements.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint R. Shankar For For R. Shankar Raman, 61, is
September LTD. Raman (DIN: 00019798) Chief Financial Officer of
2019 as Director liable to retire the company. He retires by
by rotation rotation. His reappointment
requirements.
102
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Jayant Patil For For Jayant Patil, 65, is Sr.
September LTD. (DIN: 01252184) as Executive VP (Defence) of
2019 Director liable to retire by the company. He retires by
rotation rotation. His reappointment
requirements.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint M.M. Chitale For Against M. M. Chitale, 55, is partner
September LTD. (DIN: 00101004) as M. M. Chitale & Co. He
2019 Independent Director for has been on the board of
a tenure of five years L&T for 15 years (since
from 1 April 2019 July 2004). We believe
is compliant with regulations,
Therefore, we are unable to
reappointing M M Chitale
executive director.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint and For For M. Damodaran, 72, is
September LTD. approve continuation former Chairperson, SEBI.
2019 of M. Damodaran He has been on the board
(DIN: 02106990) as of L&T as Independent
Independent Director for Director for almost 7 years
a tenure of five years (since October 2012).
from 1 April 2019 Reappointment for another
five years will result in a
10 years.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Vikram Singh For For Vikram Singh Mehta, 67, is
September LTD. Mehta (DIN: 00041197) former member, National
2019 as Independent Director Council, CII. He has been
for a tenure of five years on the board of L&T as
from 1 April 2019 Independent Director for
almost 7 years (since October
2012). Reappointment for
another five years will result
in a cumulative tenure of over
10 years. We will consider
once his tenure on the board
crosses 10 years.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Adil Zainulbhai For For Adil Zainulbhai, 66, is former
September LTD. (DIN: 06646490) as Chairperson, McKinsey India.
2019 Independent Director for He has been on the board of
a tenure of five years L&T as Independent Director
from 29 May 2019 for 5 years (since May
2014). His reappointment
five years is in line with all
103
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve revision in For For Following the revision,
September LTD. scale of salary for S.N S. N. Subrahmanyan’s
2019 Subrahmanyan (DIN: remuneration is estimated
02255382), CEO and at Rs. 323. 2 mn, which
Managing Director from 1 is commensurate with the
April 2020 size and complexity of the
company, and comparable
to some index peers.
Further, more than half
his remuneration is linked
to company performance.
Even so, there is no clarity
on the stock options that
S. N. Subrahmanyan will
receive – in the past, he has
received stock options from
L&T, and its two recently-
listed subsidiaries. If he is
granted stock options, his
aggregate remuneration will
likely be higher than peers.
providing greater clarity on
stock options and put a cap in
absolute amounts (including
the valuation of stock options
if granted) on his proposed
remuneration. We recognize
that S. N. Subrahmanyan is
a professional whose skills
carry market value.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve revision in scale For For Following the revision,
September LTD. of salary for R. Shankar R Shankar Raman’s
2019 Raman (DIN: 00019798), remuneration is estimated
Chief Financial Officer at Rs. 210 mn, which is
from 1 April 2020 commensurate with the
company, and comparable
to some index peers.
Further, more than half his
remuneration is linked to
company performance. Even
so, there is no clarity on the
stock options that R Shankar
Raman will receive – in the
past, he has received stock
options from L&T, and its two
recently-listed subsidiaries. If
he is granted stock options,
his aggregate remuneration
will likely be higher than
peers. The company must
consider providing greater
clarity on stock options
and put a cap in absolute
amounts (including the
valuation of stock options
if granted) on his proposed
remuneration. We recognize
that R Shankar Raman is
carry market value.
104
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve revision in For For The Ministry of Commerce
September LTD. the Objects Clause of & Industry has advised L&T
2019 the Memorandum of to include a specific clause
Association with respect to defence
goods in its MoA, which is a
requirement under the Arms
Act, 1959 and its Rules.
Whilst L&T has authority
under its existing MoA to
manufacture and supply
defence equipment, the
company proposes to include
a specific Object Clause in
the MoA which expressly
authorises it to undertake
defence-related activities.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Issue securities of upto For For The issue of securities will be
September LTD. USD$ 600 mn (its rupee governed by the SEBI (ICDR)
2019 equivalent) or Rs.40.0 Regulations and will result in
bn through Qualified a dilution of around ~1. 9%
Institutional Placement for existing shareholders
(QIP) (assuming Rs 40. 0 bn is
raised), at current market
prices. We however note that
in October 2018 the company
had proposed a buy-back of
equity shares of upto Rs
90. 0 bn. It now proposes to
issue equity shares to meet
its growing business needs.
We support this resolution as
it is an operational decision
and at current market price
will result in a dilution of
around ~1. 9% for existing
shareholders assuming the
entire proposed amount
is raised. We do however
expect companies to be far
more strategic with decisions
relating to their capital
structure.
July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve remuneration For For The remuneration to be
September LTD. of Rs. 1.3 mn for R. paid to the cost auditor is
2019 Nanabhoy & Co. as cost reasonable compared to
auditors for FY20 the size and scale of the
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Adoption of standalone For For The Auditor has not issued
September LOGISTICS LTD. financial statements for any adverse qualification on
2019 the year ended 31 March the financial statements of
2019 the company.
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Adoption of consolidated For For The Auditor has not issued
September LOGISTICS LTD. financial statements for any adverse qualification on
2019 the year ended 31 March the financial statements of
2019 the company.
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Declare final dividend of For For Mahindra Logistics has
September LOGISTICS LTD. Rs. 1.8 per share (face declared a dividend of Rs. 1.
2019 value Rs. 10.0) for FY19 8. The total dividend outflow
FY19) is Rs. 155. 0 mn and
18. 4%.
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Reappoint Zhooben For For Zhooben Bhiwandiwala is
September LOGISTICS LTD. Bhiwandiwala (DIN: the President – Mahindra
2019 00110373) as a Partners and Group Legal
Non-Executive Non- Head. He retires by rotation.
Independent Director His reappointment is in line
liable to retire by rotation with statutory requirements.
105
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Appoint S Durgashankar For For S Durgashankar is the
September LOGISTICS LTD. (DIN: 00044713) as a President – Group M&A,
2019 Non-Executive Non- Corporate Accounts and
Independent Director Group Secretarial of
liable to retire by rotation Mahindra & Mahindra
from 7 May 2019 Limited (M&M). He will be
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Approve remuneration For Against The proposed grant is being
September LOGISTICS LTD. to Non-Executive Non- made to two representatives
2019 Independent Directors by of the holding company,
way of grant of 80,000 Mahindra & Mahindra
RSUs Limited (M&M). Since M&M
is listed and has its own
stock option scheme, we do
not support the issue of stock
options to employees of the
holding company. Further, at
a principle level, we do not
favour RSU schemes where
the exercise price is at a
significant discount to market
price.
July 2019 - 01-Aug-2019 MAHINDRA AGM Management Approve related party For For The company enters into
September LOGISTICS LTD. transaction with Mahindra related party transactions
2019 & Mahindra (M&M) for a with M&M primarily for
maximum of Rs. 35.0 bn managing the supply chain
per year covering inbound, in-factory
and outbound operations
of the Auto and Farm
segment. The transactions
are in the ordinary course of
business and at arm’s length
basis. In FY19, the value of
transactions entered into with
M&M was Rs. 19. 0 bn. We
do not encourage resolution
seeking shareholder
approval in perpetuity, thus
depriving shareholders the
opportunity to periodically
review the arrangement.
Even so, we recognize
that the company will need
shareholder approval to
exceed the Rs. 35bn cap.
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Adoption of financial For For No qualification in the
September CONSUMER statements for the year auditor's report.
2019 HEALTHCARE LTD. ended 31 March 2019
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management To declare final dividend For For The total dividend for FY19
September CONSUMER of Rs. 105.0 per equity is Rs. 105. 0 per share.
2019 HEALTHCARE LTD. share (face value The total dividend outflow
Rs.10.0) (including dividend tax for
54. 1%.
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint Ms. Sangeeta For For Ms Sangeeta Talwar is the
September CONSUMER Talwar (DIN: 00062478) former Managing Director of
2019 HEALTHCARE LTD. as an Independent NDDB Dairy Services. Her
Director from 2 August reappointment is in line with
2019 till the conclusion of statutory requirements.
the FY22 AGM
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint P For For P Dwarakanath is the Director
September CONSUMER Dwarakanath (DIN: of Human Resources. He
2019 HEALTHCARE LTD. 00231713) as a Non- was reclassified as a Non-
Executive Director liable Executive director liable to
to retire by rotation from retire by rotation from an
1 July 2018 Independent director on
1 July 2018. He retires by
requirements.
106
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Appoint S Madhavan For For S Madhavan is the former
September CONSUMER (DIN: 06451889) as an Senior Partner of PwC. His
2019 HEALTHCARE LTD. Independent Director appointment is in line with
from 25 September 2018 statutory requirements.
to 24 September 2021
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Appoint Pradeep V Bhide For For Pradeep V Bhide is a
September CONSUMER (DIN: 03304262) as an former IAS Officer. His
2019 HEALTHCARE LTD. Independent Director appointment is in line with
from 10 May 2019 to 9 statutory requirements.
May 2022 Pradeep Bhide will has
completed nine years on
the board of Glaxosmithkline
Pharmaceuticals Limited
(GSK Pharma) – we
will consider him non-
independent once his board
tenure exceeds 10 years on
GSK Pharma’s board.
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint Anup Dhingra For For Anup Dhingra, 51, is Director
September CONSUMER (DIN: 07602670) as (Operations). He has over
2019 HEALTHCARE LTD. Director-Operations 27 years of experience in
from 2 August 2019 till manufacturing and supply
the conclusion of the chain strategies. He will be
FY22 AGM and fix his paid a retention bonus upto
remuneration a maximum of Rs. 16. 3
mn by 31 December 2019.
Excluding the retention
bonus his estimated FY20
mn is commensurate with the
business and comparable to
that of peers. Further, he is
carry a market value. As a
good practice the company
on the remuneration payable
in absolute amounts.
July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint Vivek Anand For For Vivek Anand, 49, is Director-
September CONSUMER (DIN: 06891864) as Finance & CFO. He has
2019 HEALTHCARE LTD. Director-Finance & CFO been primarily with FMCG
from 2 August 2019 till industry with companies like
the conclusion of the HUL in India, Bangladesh
FY22 AGM and fix his and Singapore. He will be
remuneration paid a retention bonus upto
a maximum of Rs. 13. 6
mn by 31 December 2019.
Excluding the retention
bonus his estimated FY20
mn is commensurate with the
that of peers. Further, he is
carry a market value. As a
good practice the company
on the remuneration payable
in absolute amounts.
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Adoption of standalone For For No qualification in the
2019
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Declare final dividend of For For The total dividend for FY19
September Rs. 1.7 per share (face is Rs. 1. 7 per equity share,
2019 value Rs. 10.0) for FY19 while it paid a dividend of
Rs. 2. 0 in FY18. The total
dividend tax for FY19) is Rs.
37. 1 mn and the dividend
107
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Reappoint Madan Gopal For For Madan Gopal Agarwal, 76,
September Agarwal (DIN: 02249947) represent the promoter
2019 as Executive Director family on the board. He is
currently designated as
the Executive Director. His
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Appoint Govind For For Mr. Govind Shrikhande, 56, is
September Shrikhande (DIN: the former Managing Director
2019 00029419) as of Shoppers Stop. His
Independent Director appointment as independent
for five years w.e.f. 2 director meets all statutory
November 2018 requirements.
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Reappoint Aakash For Against Aakash Moondhra, 46, is
September Moondhra (DIN: the Global CFO of Payu-
2019 02654599) as Naspers. He has served
Independent Director on the board for close to
for a further term of 10 years. Although his
five years w.e.f. 22 reappointment is compliant
September 2019 with regulations, we
Since his reappointment is
proposed within six months
of his completing 10 years on
the board, we do not support
his reappointment. As the
board wishes to retain him
as a director, it must consider
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Revise remuneration For For Lalit Agarwal, 49, represents
September of Lalit Agarwal promoter family on the board.
2019 (DIN: 00900900) as He was last reappointed as
Chairperson and Chairperson and Managing
Managing Director from Director in the FY17 for
1 April 2019 till 31 May a period of five years. He
2022 was paid a remuneration
of Rs. 22. 4 mn in FY19
and we estimate his FY20
profit growth. The company
must consider providing a
cap on his commission or
overall pay.
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Revise remuneration of For For Madan Gopal Agarwal,
September Madan Gopal Agarwal 76, represents promoter
2019 (DIN: 00900900) as family on the board. He
Executive Director from has served on the board
1 April 2019 till 31 May for the past 17 years. He
2022 was last reappointed as
Executive Director in the
FY17 for a period of five
years. We estimate Madan
Gopal Agarwal’s FY20
remuneration at Rs. 7. 2 mn,
which is commensurate with
peers and in line with profit
growth. The company must
consider providing a cap on
his commission or overall
pay.
108
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Approve borrowing limit For For The company is seeking
September of Rs. 7.5 bn shareholders’ approval for a
2019 borrowing limit of Rs. 7. 5 bn.
This is primarily to enable it
to manage expected growth
in business which will result
in additional debt and a likely
increase in debt outstanding
beyond the current automatic
borrowing limit. Retail is a
highly competitive and a
challenging business, which
requires scale and reach to
survive. Therefore, V-Mart
may need funding support
for its growth and to maintain
its competitive advantage.
Given that V-Mart currently
has negligible debt, we
support the company in
adding debt to its capital
structure in future.
July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Approve inter-corporate For For V-Mart is continuously
September transaction limit of Rs. looking for appropriate
2019 15.0 bn opportunities to expand
its business for acquisition
by way of subscription,
purchase or otherwise, the
securities of any other body
corporate and in this regard
shareholders’ approval is
sought to authorize the board
to invest upto Rs. 15. 0 bn.
Retail is a highly competitive
and a challenging business,
which requires scale and
reach to survive. Therefore,
V-Mart may need funding
support for its growth and
to maintain its competitive
advantage. The increase in
the existing limits will enable
the company to undertake
inorganic growth in future.
July 2019 - 02-Aug-2019 HOUSING AGM Management Adoption of standalone For For No qualification by auditors.
September DEVELOPMENT and consolidated
2019 FINANCE CORPN. financial statements for
LTD. the year ended 31 March
2019
July 2019 - 02-Aug-2019 HOUSING AGM Management Confirm interim dividend For For The total dividend payout
September DEVELOPMENT of Rs. 3.5 per share and (including dividend
2019 FINANCE CORPN. approve final dividend of distribution tax) for FY18
LTD. Rs 17.5 per share of face aggregates to ~Rs. 43. 5 bn.
value Rs 2.0 each The dividend payout ratio for
FY19 was 44. 1%.
July 2019 - 02-Aug-2019 HOUSING AGM Management Reappoint V. Srinivasa For For V. Srinivasa Rangan has
September DEVELOPMENT Rangan (DIN:00030248) been Executive Director of
2019 FINANCE CORPN. as Director liable to retire HDFC since January 2010.
LTD. by rotation He retires by rotation and his
109
July 2019 - 02-Aug-2019 HOUSING AGM Management To fix the remuneration of For For "B S R & Co. LLP replaced
September DEVELOPMENT BSR & Co. as statutory Deloitte, Haskins & Sells LLP
2019 FINANCE CORPN. auditors at Rs 20.0 mn as the statutory auditors in
LTD. for FY20 AGM of 2017 and have been
auditors of HDFC for 2 years.
The Corporation proposes to
fix the remuneration at Rs 20
mn for FY20 (actuals Rs 17.
4 mn in FY18, Rs 16. 7 mn
in FY19), which is reasonable
given the size and complexity
of the business. Even so,
we raise concerns over
the possible outcomes
of the investigations
being undertaken by
regulatory authorities on
its affiliate from the same
audit network. "
July 2019 - 02-Aug-2019 HOUSING AGM Management Appoint Dr. Bhaskar For For "Dr. Bhaskar Ghosh is
September DEVELOPMENT Ghosh (DIN:06656458), the group chief executive
2019 FINANCE CORPN. as Independent Director of Accenture Technology
LTD. for five years from 27 Services with responsibility
September 2018 for the Accenture
Application Services and
Infrastructure business. His
Director is in line with the
July 2019 - 02-Aug-2019 HOUSING AGM Management Appoint Ms. Ireena For For Ireena Vittal was partner
September DEVELOPMENT Vittal (DIN:05195656) with McKinsey & Co. , for
2019 FINANCE CORPN. as Independent Director 16 years. She is now a
LTD. for five years from 30 consultant and advisor to
January 2019 consumer facing companies
in emerging markets. Her
Director is in line with the
statutory requirement.
July 2019 - 02-Aug-2019 HOUSING AGM Management Reappoint Nasser For Against "Nasser Munjee, 67, was
September DEVELOPMENT Munjee (DIN:00010180) an Executive Director with
2019 FINANCE CORPN. as Independent Director HDFC till 1997. He is currently
LTD. for two years till 20 July Chairman DCB Bank. He
2021 has been on the board of
HDFC for about 26 years.
for another two years is
be nonindependent once
as an independent
director. The board must
consider reappointing
Nasser Munjee as a non-
director. "
110
July 2019 - 02-Aug-2019 HOUSING AGM Management Reappoint and approve For Against J. J. Irani, 82, is the former
September DEVELOPMENT continuation of Dr. J. J. MD of Tata Steel Ltd. He
2019 FINANCE CORPN. Irani (DIN:00311104) as has been on the board of
LTD. Independent Director HDFC for over 11 years.
for two years till 20 July Recent changes in SEBI’s
2021 LODR require directors
75 to be re-approved by
special resolution. In line
with this regulatory change,
J. J. Irani’s reappointment
as Independent Director
requires shareholder
ratification. Although his
two years is compliant with
regulations, we consider
directors to be non-
reappointing J. J. Irani as
a non-independent non-
executive director.
July 2019 - 02-Aug-2019 HOUSING AGM Management Approve related party For For HDFC Bank sources home
September DEVELOPMENT transactions with HDFC loans for HDFC through
2019 FINANCE CORPN. Bank for FY20 its branches across India.
LTD. HDFC, after necessary
due diligence, approves
and disburses the loans.
The loans are booked with
HDFC and HDFC Bank
is paid commission for its
services. Further HDFC
Bank periodically purchases
the loans and HDFC is
paid a fee for servicing the
home loans assigned by it.
The audit committee has
already granted approval for
assignment/sale of home
loans to the bank up to an
overall limit of Rs. 250. 0
bn for FY20. The proposed
related party transactions
are in the ordinary course
of business and will be
conducted on an arm’s length
basis. This arrangement with
HDFC Bank enables HDFC
to expand its reach, leverage
on group expertise and
cross-sell its products.
July 2019 - 02-Aug-2019 HOUSING AGM Management Approve payment of For For The corporation paid a total
September DEVELOPMENT commission to Non- of Rs. 42. 7 mn (0. 03%
2019 FINANCE CORPN. Executive Directors at of PBT) as commission to
LTD. 1% of net profits for five its non-executive directors
years from 1 April 2020 in FY19. As profits grow,
we expect the Corporation
executive directors. Even
so, the Corporation must
consider setting a cap
commission payable.
111
July 2019 - 02-Aug-2019 HOUSING AGM Management Approve revision in For For Keki Mistry has been the
September DEVELOPMENT remuneration of Keki Vice Chairman & Managing
2019 FINANCE CORPN. Mistry (DIN: 00008886) Director since October
LTD. as MD (VC & CEO) 2007. As per our estimates
from 1 January till the his proposed remuneration
end of his tenure till 13 for FY20 aggregates Rs
November 2021 153 mn. Apportioning the
fair value of stock options
granted to him in FY18,
his proposed remuneration
(as per our estimates)
aggregates Rs 283. 4 mn.
HDFC has confirmed that
he will not be granted any
stock options in FY20.
We support the resolution
given that over half his
remuneration is variable and
linked to HDFC’s financial
and stock price performance
– this ensures that there is an
alignment with the interest of
all stakeholders. In the past,
Keki Mistry’s remuneration
has been aligned to company
performance. We expect the
board to remain judicious in
deciding his remuneration on
an annual basis. Further, his
cash pay (not including stock
options) is comparable to
peers in the financial services
industry.
July 2019 - 02-Aug-2019 HOUSING AGM Management Approve issuance For For The issuance will be within
September DEVELOPMENT of Non-Convertible the overall borrowing limit.
2019 FINANCE CORPN. Debentures of up to Rs. The corporation has a credit
LTD. 1250 bn rating of CRISIL AAA/Stable/
CRISIL A1+ and ICRA AAA/
Stable/ICRA A1+, which
denotes highest degree
of safety regarding timely
servicing of debt obligations.
July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Management Adoption of standalone For For No qualification from
September SERVICES LTD and consolidated auditors.
2019
July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Management To confirm interim For For The aggregate dividend is
September SERVICES LTD dividend of Re. 0.85 Rs. 1. 3 per share. The total
2019 per equity share and to dividend outflow including
declare final dividend of dividend tax for FY19 is Rs.
Re.0.45 per share on 0. 2 bn. The dividend payout
face value Rs.10.0 ratio for FY19 is 10. 5%.
July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Management Appoint MSKA & For For The appointment of MSKA
September SERVICES LTD Associates as Statutory & Associates as statutory
2019 Auditors for a period of auditors is in line with our
five years from FY20 and Voting Guidelines on Auditor
fix their remuneration at appointments and with the
Rs. 1.2 mn for FY20 requirements of Section 139
to be paid in FY20 is
reasonable compared to the
July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Shareholder Appoint Narayan Anand For For Narayan Anand is the
September SERVICES LTD (DIN: 02110727) as Managing Partner of Creador
2019 Non-executive Non- India, one of the investee
Independent director companies. He will retire by
liable to retire by rotation rotation. His appointment
requirements.
July 2019 - 02-Aug-2019 EQUITAS HOLDINGS AGM Management Adoption of financial For For No qualification from
September LTD statements for the year auditors.
112
July 2019 - 02-Aug-2019 EQUITAS HOLDINGS AGM Management Reappoint Bhaskar S For For Bhaskar S is the CEO
September LTD (DIN: 00010000) as of Equitas Holdings. His
2019 Director liable to retire by reappointment is in line with
rotation statutory requirements.
July 2019 - 02-Aug-2019 EQUITAS HOLDINGS AGM Management Reappoint Ms Jayshree For For Ms Jayshree Ashwinkumar
September LTD Ashwinkumar Vyas Vyas is the former managing
2019 (DIN: 00584392) as director of Shri Mahila Sewa
Independent Director Sahakari Bank Limited.
for a period of five years She has been on the board
w.e.f 12 November 2019 since November 2014. Her
July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Adoption of standalone For For The Auditor has not issued
September and consolidated any adverse qualifications on
2019 financial statements for the financial statements.
2019
July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Declare a final dividend For For The total dividend payout
September of Rs 2.5 per share of (including dividend
2019 face value Rs 2.0 each distribution tax) for FY19
aggregates to Rs. 0. 2 bn.
FY19 was 11. 8%.
July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Reappoint Ms. Sudha S. For For Ms. Sudha S. Patel is part of
September Patel (DIN: 00187055) as the promoter group and has
2019 Director liable to retire by been on the board since the
rotation past 18 years. She is the
founder of Sudha Garments.
Her reappointment is in line
July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Reappoint Manubhai & For For Manubhai & Shah LLP were
September Shah LLP as statutory appointed as the auditors
2019 auditors for a period of in the 2015 AGM. Their
five years and fix their reappointment is in line with
remuneration at Rs.2.1 the statutory requirements.
mn for FY20 The proposed remuneration
is reasonable, given the size
July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Appoint Ms. Amrita For For Ms. Amrita Verma
September Verma Chowdhury Chowdhury is the former
2019 (DIN: 02178520) as President and CEO of DY
Independent Director Works, a branding firm. Her
for a period of five years appointment is in line with the
w.e.f 14 May 2019 statutory requirements.
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Adoption of financial For For The Auditor has not issued
September LTD. statements for the year any qualifications for the
2019 ended 31 March 2019 financial statements.
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint Shiv Nadar For For Shiv Nadar is the Executive
September LTD. (DIN: 00015850) as Chairperson of the company.
2019 Director liable to retire by His reappointment is in line
rotation with statutory requirements.
113
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Appoint BSR & Co LLP For For The company proposes
September LTD. as statutory auditors for a to appoint BSR & Co LLP
2019 period of five years at an (part of KPMG network)
annual remuneration of as statutory auditors at an
Rs. 220 mn for FY20 annual remuneration of Rs.
220 mn plus out of pocket
expenses and taxes. The
audit fees are higher than
industry peers (TCS: Rs.
120 mn, Wipro: Rs. 125 mn,
Infosys: Rs. 140 mn) but
in line with what was paid
to the previous auditors,
S. R. Batliboi & Co. LLP,
in FY19 (Rs. 256. 8 mn).
clarified that the fees include
the amounts to be paid to
KPMG firms outside India for
foreign subsidiary audits. The
However, we raise concerns
on BSR & Co. LLP regarding
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint R. Srinivasan For For R. Srinivasan is the founder
September LTD. (DIN: 00575854) as of Redington (India). He has
2019 Independent Director been on the board since April
for a period of five years 2011. Since he will cross 75
w.e.f 6 August 2019 years of age in 2021, the
company is also seeking
approval for his continuation
till the end of his proposed
term. His reappointment
once he crosses a tenure of
10 years on the board.
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint S. Madhavan For For S. Madhavan is a
September LTD. (DIN: 06451889) as former partner and
2019 Independent Director Executive Director of
for a period of five years PricewaterhouseCoopers.
w.e.f 6 August 2019 He has been on the board
since January 2013. His
board.
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint Ms. Robin For Against Ms. Robin Abrams is the
September LTD. Abrams (DIN: 00030840) former President and CEO of
2019 as Independent Director VeriFone. She has been on
for a period of five years the board since September
w.e.f 6 August 2019 1999. Although her
Therefore, we do not support
her reappointment as
an independent director.
reappointing her as a non-
director.
114
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint Sosale For For Sosale Shankara Sastry is
September LTD. Shankara Sastry the Dean of Engineering
2019 (DIN: 05331243) as at University of California,
Independent Director Berkeley. He has been on the
for a period of five years board since July 2012. His
w.e.f 6 August 2019 reappointment is in line with
board.
July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Approve payment of For For The company paid a total of
September LTD. commission to Non- Rs. 82. 2 mn (0. 08% of PBT)
2019 Executive Directors at as commission to its non-
1% of net profits for five executive directors in FY19.
years from 1 April 2019 As profits grow, we expect
Even so, the board must
consider setting a cap
commission payable.
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Adoption of standalone For For No qualification in the
September financial statements for auditor's report.
2019
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Adoption of consolidated For For No qualification in the
2019
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Approve dividend of For For The company proposes
September Rs.5.0 per equity share final dividend of Rs. 5. 0 per
2019 of face value Re.1 each equity share, an increase
from Rs. 3. 75 per share paid
in the previous year. The total
dividend is Rs. 5. 3 bn. The
9% v/s 34. 5% in FY18.
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Reappoint Harish Bhat For For Harish Bhat has been
September (DIN: 00478198) as with the Tata Group since
2019 Non-Executive Non- 1987 and on the board of
Independent Director Titan since April 2015. He
attended 5 out of 5 meetings
in FY19. His reappointment
requirements.
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint N For For "N Muruganandam,
September Muruganandam (DIN: IAS is a Principal
2019 00540135) as Non- Secretary of Industries
Executive Director, liable Department, Government
to retire by rotation, w.e.f. of Tamil Nadu. He is the
14 March 2019 nominee of Tamilnadu
Industrial Development
Corporation Limited
(TIDCO), which is a co-
promoter. His appointment
requirements. "
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint Arun Roy (DIN: For For Arun Roy, IAS is an Additional
September 01726117) as Non- Secretary of Industries
2019 Executive Director, liable Department, Government
to retire by rotation, w.e.f. of Tamil Nadu. He is the
26 November, 2018 nominee of Tamilnadu
Industrial Development
Corporation Limited (TIDCO),
which is a co-promoter. His
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint Pradyumna Vyas For For Pradyumna Vyas is director
September (DIN: 02359563) as an of National Institute of Design
2019 Independent Director (NID). His appointment
for a period of five years is in line with all statutory
w.e.f. 25 March 2019 requirements.
115
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Reappoint Ms. Hema For Against Ms. Hema Ravichandar is
September Ravichandar (DIN: the former Vice President
2019 00032929) as an and Global Head of Human
Independent Director for Resources for Infosys. She
the period from 1 August has been on the board since
2019 till 31 July 2020 March 2009. Although her
reappointing Hema
Ravichandar as a non-
director.
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Reappoint Ms. Ireena For For Ms. Ireena Vittal is a former
September Vittal (DIN: 05195656) partner at McKinsey & Co.
2019 as an Independent She has been on board
Director for the period since January 2013. Her
from 1 August 2019 till 29 reappointment is in line with
January 2023 all statutory requirements.
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Authorize the board to For For The company has branches
September appoint branch auditors outside India and may also
2019 open/acquire new branches
outside India in future.
The company will need to
appoint branch auditors for
carrying out the audit of the
accounts of such branches.
Hence the company seeks
approval to authorize the
board to appoint branch
auditors in consultation with
the company’s auditors.
July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint Dr. For For Dr. Mohanasankar
September Mohanasankar Sivaprakasam is an
2019 Sivaprakasam (DIN: Associate Professor in the
08497296) as an Department of Electrical
Independent Director Engineering at IIT, Madras.
for a period of five years The appointment is in
w.e.f. 3 July, 2019 line with all statutory
requirements.
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Adoption of standalone For For No qualification in auditor's
September LTD. and consolidated report.
2019
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Approve final dividend For For The total dividend for FY19
September LTD. of Rs. 6.5 per share of is Rs. 6. 5 per equity share,
2019 face value Re. 1.0 each while it paid a dividend of
for FY19 Rs. 6. 0 in FY18. The total
dividend (including dividend
tax) amounts to Rs. 4. 0 bn
is 40. 6%.
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint A N Parekh For For A N Parekh, 48, represent the
September LTD. (DIN: 00111366) as promoter family on the board.
2019 Executive Director He is currently designated
as the Executive Director.
His reappointment meets all
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint N K Parekh For For N K Parekh represents the
September LTD. (DIN: 00111518) as promoter family on the board
2019 Non-Executive Non- and is currently designated
Independent Director as Vice-Chairperson.
He has over 45 years of
industry experience. His
116
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint Bansidhar For Against Bansidhar Mehta, 84, is
September LTD. Mehta (DIN 00035019) currently Chief Mentor at
2019 as Independent Director Bansi. S. Mehta & Co. ,
from 6 August 2019 to 31 Chartered Accountants. He
March 2024 has served on the board as
Independent Directors for the
past 19 years. Although his
reappointing Bansidhar
Mehta as a non-independent
non-executive director.
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint Uday Khanna For For Uday Khanna, 71, is the
September LTD. (DIN 00079129) as Former MD of Lafarge India.
2019 Independent Director He has served on the board
from 6 August 2019 to 2 for the past four years. His
April 2024 reappointment for a further
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint Ms. Meera For For Meera Shankar, 70, is a
September LTD. Shankar (DIN: 06374957) retired IAS Officer. She
2019 as Independent Director has served on the board
from 6 August 2019 to 29 for the past five years. Her
July 2024 reappointment for a further
July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Ratify remuneration of For For The total remuneration
September LTD. Rs. 165,000 to be paid proposed is reasonable
2019 to V J Talati & Co as cost compared to the size and
operations.
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Adoption of standalone For For The auditor has not reported
September LTD. and consolidated any qualifications for the
2019
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Approve interim dividend For For The total dividend for the
September LTD. of Rs. 0.45 per share and year amounts to Rs. 0. 3 bn.
2019 declare final dividend of The dividend payout is 23.
Rs.0.65 per share 9% (21. 6% in FY18).
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Reappoint Nirmal K For For Nirmal K Minda (DIN:
September LTD. Minda (DIN: 00014942) 00014942) is part of the
2019 as a Director liable to promoter group. He is the
retire by rotation Chairperson and Managing
Director of Minda Industries.
His reappointment is in
line with the statutory
requirements.
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Reappoint BSR & Co. For For BSR & Co. LLP were
September LTD. LLP as statutory auditors appointed as the auditors in
2019 for two years and fix their the 2011 AGM. In another
remuneration at Rs.12.2 two years, they will complete
mn for FY20 10 years – accordingly, they
can only be reappointed
for this duration. Their
is reasonable, given the
on BSR & Co. LLP regarding
117
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Ratify remuneration of For For The remuneration to be
September LTD. Rs.365,000 for Jitender paid to the cost auditor is
2019 Navneet & Co. as cost reasonable compared to
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Ms. Pravin For For Ms. Pravin Tripathi is a former
September LTD. Tripathi (DIN: 06913463) Indian Audit & Accounts
2019 as an Independent Service (IAAS) Officer of
Director for a period 1973 Batch and has served
of two years w.e.f 6 in various capacities with
February 2019 Municipal Corporation of
Delhi as Chief Auditor. Her
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Krishna Kumar For For Krishna Kumar Jalan is
September LTD. Jalan (DIN: 01767702) as former Secretary to the
2019 an Independent Director Government of India for
for a period of two years the Ministry of Micro, Small
w.e.f 16 May 2019 & Medium Enterprises
(MSME). His appointment
requirements.
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Ms. Paridhi For For Ms. Paridhi Minda, 37, is part
September LTD. Minda (DIN: 00227250) of the promoter group. She
2019 as Director, liable to retire has more than 12 years of
by rotation from 29 March experience in the automobile
2019 industry and has been
working with the company
prior to her appointment on
the board. Her appointment
is in with the statutory
requirements.
July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Ms. Paridhi For For Ms. Paridhi Minda, is part
September LTD. Minda (DIN: 00227250) of the promoter group. Her
2019 as Whole Time Director proposed remuneration
for a period of five years is estimated to be Rs. 6.
w.e.f 29 March 2019 and 4 mn. The proposed pay
fix her remuneration is in line with the size and
complexity of the business
and comparable to peers in
the industry.
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Adoption of Standalone For For No qualification in the
2019
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Adoption of Consolidated For For No qualification in the
2019
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Declare dividend of For For The company proposes to
September Rs.5.0 per equity share declare a dividend of Rs. 5. 0
2019 of Rs.2.0 each per share. In FY19, the total
payout ratio is 17. 7% v/s 20.
2% in FY18.
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Reappoint Ms. Vinita For For Ms. Vinita Gupta is part of
September Gupta (DIN: 00058631) the promoter family and the
2019 as Director liable to retire CEO. Her reappointment
by rotation as director, liable to retire
by rotation, is in line with all
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Appoint Ms. Christine For For Ms. Christine Mundkur is the
September Mundkur (DIN: former CEO of Impopharma
2019 08408494) as an Inc. Her appointment as
Independent Director an independent director
from 1 April 2019 till the is in line with all statutory
conclusion of the 2021 requirements.
AGM
118
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Approve remuneration For For The proposed remuneration
September of Rs. 700,000 payable to be paid to the cost auditor
2019 to S. D. Shenoy, cost in FY20 is reasonable
auditors for FY20 compared to the size and
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Increase number of stock For Against The resolution enables the
September options by 400,000 to company to grant stock
2019 1,525,000 shares under options, which can be issued
the Lupin Subsidiary at significant discount to the
Companies Employees current market price. We do
Stock Option Plan 2014 not favour schemes where
price even though the cost is
low. Stock options are ‘pay at
risk’ options that employees
accept at the time of grant.
The inherent assumption
of the scheme is that there
could be possible downside
downside risk is protected
by issuing options at a
significant discount.
July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Decrease the number For Against The resolution enables the
September of stock options by company to grant stock
2019 400,000 to 2,975,000 options, which can be issued
shares under the Lupin at significant discount to the
Employees Stock Option current market price. We do
Plan 2014 not favour schemes where
price even though the cost is
low. Stock options are ‘pay at
risk’ options that employees
accept at the time of grant.
The inherent assumption
of the scheme is that there
could be possible downside
downside risk is protected
by issuing options at a
significant discount.
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Adoption of standalone For For The Auditor has not issued
September MAHINDRA LTD. financial statements for any qualifications on the
2019 the year ended 31 March financial statements.
2019
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Adoption of consolidated For For The Auditor has not issued
September MAHINDRA LTD. financial statements for any qualifications on the
2019 the year ended 31 March financial statements.
2019
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Declare dividend of Rs. For For The total dividend for the
September MAHINDRA LTD. 8.5 per share of face year amounts to Rs. 12. 2
2019 value Rs 5.0 bn. The dividend payout is
25. 4%.
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Reappoint Dr. Pawan For For Dr. Pawan Goenka, 64,
September MAHINDRA LTD. Goenka (DIN: 00254502) is the Managing Director
2019 as a Director of Mahindra & Mahindra.
He retires by rotation. His
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Ratify remuneration of For For The remuneration to be
September MAHINDRA LTD. Rs.0.8 mn for D C Dave paid to the cost auditor is
2019 & Co. as cost auditors reasonable compared to
119
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Reappoint Dr. For For Dr. Vishakha N. Desai, 70,
September MAHINDRA LTD. Vishakha N. Desai has been on the board of
2019 (DIN: 05292671) as an Mahindra & Mahindra as
Independent Director Independent Director for 7
from 8 August 2019 to 30 years (from May 2012). Dr.
April 2024 Desai is Senior Advisor for
Global Affairs to the President
of Columbia University.
Reappointment for another
years. We will consider her
as non-independent once her
10 years.
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Reappoint Vikram Singh For For Vikram Singh Mehta, 66, if
September MAHINDRA LTD. Mehta (DIN: 00041197), former MD of the Shell Group.
2019 as an Independent He has been on the board of
Director for a period of Mahindra & Mahindra as
five years till 7 August Independent Director for
2024 7 years (from May 2012).
Reappointment for another
10 years.
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Appoint Vijay Kumar For For Vijay Kumar Sharma, 60,
September MAHINDRA LTD. Sharma (DIN: 02449088) is a nominee of LIC on the
2019 as Non-Executive Non- board. He superannuated
Independent Director as Chairman of LIC on
from 14 November 2018 31 December 2018. His
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Appoint Haigreve Khaitan For For Haigreve Khaitan, 48, is
September MAHINDRA LTD. (DIN: 00005290) as Managing Partner of Khaitan
2019 Independent Director for & Co specializing in mergers
five years from 8 August & acquisitions, restructuring,
2019 joint ventures and foreign
collaborations. He has been
on the board of Mahindra
Holdings since 18 Feb 2015
and is now being appointed
to the board of Mahindra
& Mahindra Limited. His
July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Appoint Ms. Shikha For For Ms. Shikha Sharma, 60,
September MAHINDRA LTD. Sharma (DIN: 00043265) was MD and CEO of Axis
2019 as Independent Director Bank Ltd. From June 2009
for five years from 8 till December 2018. Her
August 2019 appointment is in line with all
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Adoption of standalone For For Financial analysis is helpful.
2019
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Declare final dividend of For For The total dividend outflow
September LTD. Rs. 3.0 per equity share including dividend tax for
2019 (face value Re. 1.0) FY19 is Rs. 0. 9 bn. The
8%.
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Reappoint PR For For PR Venketrama Raja, 60, is
September LTD. Venketrama Raja (DIN: part of the promoter family
2019 00331406) as Director and the Chairperson and
Managing Director, The
Ramco Cements Limited.
120
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Approve loans and For Against The companies to which
September LTD. guarantees and provide support of upto Rs. 2. 5
2019 security for loans taken bn may be provided are
by companies in which two subsidiaries and an
the directors of the associate company. The
company are interested company has not specified
under Section 185 of the reason for providing
Companies Act 2013 support to the subsidiaries/
associate company. Further,
there is no clarity on whether
the support provided will
be to the extent of the
company’s shareholding in
the subsidiaries/entities.
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Approve private For For The company’s debt facilities
September LTD. placement of non- have a [ICRA]AA+/ Stable
2019 convertible debentures of rating outstanding denoting
up to Rs.5 bn a high degree of safety
of financial obligations. The
NCDs which are proposed
to be issued will be within the
overall borrowing limits of Rs.
50 bn.
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Reappoint Justice For For Justice Chitra Venkataraman,
September LTD. Chitra Venkataraman 67, is Former Judge of
2019 (DIN: 07044099) as the Madras High Court.
Independent Director for Her reappointment as
five years with effect from Independent Director is in line
20 March 2020 with statutory requirements.
July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Ratify remuneration of For For The total remuneration
September LTD. Rs. 450,000 payable to proposed to be paid to the
2019 Geeyes & Co as cost cost auditors in FY20 is
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Adoption of standalone For For No qualification in the
2019
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Declare a final dividend For For The total dividend payout
September of Rs 4 per share of face (including dividend
2019 value Rs 1.0 each distribution tax) for FY19
FY19 was 71. 6%.
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint Aditya V. For For Aditya V. Agarwal is part
September Agarwal (DIN: 00149717) of the promoter group and
2019 as Director liable to retire heads the cement, edible oil
by rotation and biodiesel, health care,
and paper manufacturing
businesses of the Emami
group. His reappointment
requirements.
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint R.S. Goenka For For R. S. Goenka is part of the
September (DIN: 00152880) as promoter group and an
2019 Director liable to retire by executive director of the
rotation company. His reappointment
requirements.
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint S.K. Goenka For For S. K. Goenka is part of the
September (DIN: 00149916) as promoter group and the
2019 Director liable to retire by Managing director of the
rotation company. His reappointment
requirements.
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Appoint Debabrata For For Debabrata Sarkar is the
September Sarkar (DIN: 02502618) former Chairperson and
2019 as Independent Director Managing Director of
for a period of five years Union Bank of India. His
w.e.f 21 February 2019 appointment is in line with the
121
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint Prashant For For Prashant Goenka is part of
September Goenka (DIN: 00703389) the promoter group. He was
2019 as Whole Time Director paid Rs. 10. 8 mn in FY19.
for a period of five years His proposed pay of Rs. 13.
w.e.f. 20 January 2019 5 mn is in line with peers and
and fix his remuneration commensurate with the size
July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs.150,000 payable to proposed to be paid to the
2019 V. K. Jain & Co. as cost cost auditor is reasonable
operations.
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Adoption of standalone For For Financial analysis is helpful.
September SHIPPING CO. LTD. and consolidated
2019
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management To declare a final For For The total dividend outflow
September SHIPPING CO. LTD. dividend of Rs. 5.4 per including dividend tax is Rs.
2019 share on face value Rs. 1. 0 bn. The dividend pay-
10 each out ratio is negative. The
Company declared a loss for
the year on account of the
impact of the depreciation
of the Indian Rupee vis-à-vis
the US Dollar.
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Tapas Icot For For Tapas Icot, 63, has been
September SHIPPING CO. LTD. (DIN: 00905882) as Executive Director of Great
2019 Director Eastern Shipping Company
Limited since August 2014.
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Appoint Raju Shukla For For Raju Shukla, 54, is the
September SHIPPING CO. LTD. (DIN: 07058674) as Executive Chairperson
2019 Independent Director for and Founder of Cleantech
five years w.e.f. 1 June Renewable Assets Pte
2019 Ltd. He was appointed as
Additional Director of the
company on 6 May 2019. His
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Appoint Ranjit Pandit For For Ranjit Pandit, 65, is a former
September SHIPPING CO. LTD. (DIN: 00782296) as partner and Advisory Director
2019 Independent Director for of General Atlantic, LLC. He
five years w.e.f. 1 June was appointed as Additional
2019 Director of the company on
6 May 2019. His appointment
requirements.
122
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Cyrus Guzder For Against Cyrus Guzder, 73, is the
September SHIPPING CO. LTD. (DIN: 00080358) as Chairperson and Managing
2019 Independent Director Director at AFL Private
for three years w.e.f. 25 Limited. He was originally
September 2019 and appointed as Director of
approve his continuation the company on 14 March
on the board 2003. The company seeks
approval to reappoint him
as Independent Director
for three years w. E. F. 25
September 2019. Further,
the company seeks approval
for his continuation on the
board post attaining 75
years of age, in line with the
SEBI’s LODR. Although his
his reappointment. Since the
board wishes to retain him as
a director, it must consider
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Vineet Nayyar For Against Vineet Nayyar, 80, is the Vice
September SHIPPING CO. LTD. (DIN: 00018243) as Chairperson at IL&FS. He
2019 Independent Director has been appointed to this
for three years w.e.f. 25 role after the government
September 2019 and replaced the entire board
approve his continuation of the company. He was
on the board originally appointed as
Director of the company on
24 March 2004. The company
seeks approval to reappoint
him as Independent Director
for three years w. E. F. 25
September 2019. Further,
the company seeks approval
board post attaining 75
years of age, in line with the
SEBI’s LODR. Although his
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Berjis Desai For For Berjis Desai, 62, is the former
September SHIPPING CO. LTD. (DIN: 00153675) as Managing Partner of J. Sagar
2019 Non-Executive Non- Associates. He was originally
Independent Director appointed as Director of the
w.e.f. 25 September 2019 company on 27 October
2006. The company seeks
as Non-Executive Non-
Independent Director w.
E. F. 25 September 2019,
liable to retire by rotation.
meetings held in FY19. His
123
July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Approve re-classification For For Asha Sheth group and Nagu
September SHIPPING CO. LTD. of Asha Sheth Group group collectively own 2. 36%
2019 and Nagu Group from of the shares of the company.
promoter group to public They do not participate in
the day-to-day functioning
of the company, nor do they
exercise any control over the
decisions of the company.
Their reclassification will not
have any material impact
on the ownership pattern.
Post the reclassification the
promoter holding will come
down from 29. 7% to 27. 3%.
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Adoption of standalone For For The auditors have not issued
September SERVICES and consolidated any adverse qualifications for
2019 SOFTWARE LTD. financial statements for the financial statements.
2019
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management To reappoint Ms. For For Ms. Kimberly Woolley, 47,
September SERVICES Kimberly Woolley (DIN: is the Assistant General
2019 SOFTWARE LTD. 07741017) as Director Counsel and Assistant
Secretary for Oracle
Corporation. She was
appointed as Director of
the company in May 2009.
She has attended all the
meetings held in FY19. She
retires by rotation and her
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Shareholder Appoint Yong Meng For For Yong Meng Kau, 55, is the
September SERVICES Kau (DIN: 08234739) Vice President for Legal
2019 SOFTWARE LTD. as Non-Executive Non- and Deputy Regional
Independent Director General Counsel for Oracle
Corporation. He was
appointed as Additional
Director of the company
on 2 November 2018. The
company proposes to appoint
him as Non-Executive Non-
Independent Director, liable
to retire by rotation. His
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Shareholder Appoint Vincent Secondo For For Vincent Secondo Grelli, 67,
September SERVICES Grelli (DIN: 08262388) is the Vice President for
2019 SOFTWARE LTD. as Non-Executive Non- Tax, Asia Pacific Region
Independent Director for Oracle Corporation. He
was appointed as Additional
on 2 November 2018. The
company proposes to appoint
him as Non-Executive Non-
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Shareholder Appoint Ms. Jane Murphy For For Ms. Jane Murphy, 52, is the
September SERVICES (DIN: 08336710) as Founder and President of
2019 SOFTWARE LTD. Independent Director European Data Protection
for a term up to 31 Office (EDPO). She was
December 2023 appointed as Additional
on 13 February 2019.
appoint her as Independent
Director for a term up to
31 December 2023. Her
124
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Appoint Makarand For For Makarand Padalkar, 59, is
September SERVICES Padalkar (DIN: the CFO of the company. He
2019 SOFTWARE LTD. 02115514) as Whole-time was appointed as Additional
Director and CFO for five Director of the company on
years up to 8 May 2024 9 May 2019. The company
proposes to appoint him as
Whole-time Director and
CFO for five years up to 8
May 2024, liable to retire by
rotation. His appointment
requirements.
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Approve remuneration For For Prior to his appointment
September SERVICES terms of Makarand on the board, Makarand
2019 SOFTWARE LTD. Padalkar (DIN: Padalkar was paid a
02115514) as Whole-time remuneration of Rs. 44.
Director and CFO for five 4 mn in FY19, including
years w.e.f. 9 May 2019 stock options. He is also
up to 8 May 2024 entitled to stock options,
the details of which have
not been disclosed by the
company. His estimated
remuneration for FY20 is
Rs. 48. 8 mn. While this is
higher than some peers, it
Further, Makarand Padalkar
is a professional and an
industry veteran whose skills
carry market value.
July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Reappoint Sridhar For For Sridhar Srinivasan, 59, is
September SERVICES Srinivasan (DIN: a Senior Advisor at Oliver
2019 SOFTWARE LTD. 07240718) as Wyman. He was appointed
Independent Director for as Director of the company
five years w.e.f. 1 April on 23 July 2015. The
2020 up to 31 March company seeks to reappoint
2025 him as Independent Director
for five years w. E. F. 1 April
2020 up to 31 March 2025.
July 2019 - 08-Aug-2019 WONDERLA AGM Management Adoption of standalone For For No qualification in the
September HOLIDAYS LTD. and consolidated auditor's report.
2019
July 2019 - 08-Aug-2019 WONDERLA AGM Management Declare final dividend of For For The company has proposed
September HOLIDAYS LTD. Rs. 1.8 per equity share a final dividend of Rs. 1. 8
2019 (face value Rs. 10.0) per equity share of face value
Rs. 10. 0 for the year ended
dividend tax is Rs. 0. 1 bn.
21. 9%.
July 2019 - 08-Aug-2019 WONDERLA AGM Management To reappoint Ms. Priya For Against Ms. Priya Joseph is part of
September HOLIDAYS LTD. Joseph (DIN:00027560), the promoter group and has
2019 as Director been on the board for 16
years. She attended 17% of
the meetings in FY19 and
75% attendance threshold
for board meetings in the
three-year cycle prior to re-
appointment.
125
July 2019 - 08-Aug-2019 WONDERLA AGM Management To reappoint M. For For M. Ramachandran, 67,
September HOLIDAYS LTD. Ramachandran has been on the board
2019 (DIN: 07972813) as since November 2017 as
Independent Director Chairperson. The company
and Chairperson for five proposes to re-appoint his
years with effect from 15 post expiry of his current
November 2019 term on 15 November 2019.
July 2019 - 08-Aug-2019 WONDERLA AGM Management To approve payment For For Recent amendments to
September HOLIDAYS LTD. of remuneration to SEBI LODR Regulation
2019 Arun Chittilappilly, 2015 (Exhibit 5) require
Non-Executive Director shareholders’ approval
in excess of 50% of the every year in which annual
total annual remuneration remuneration payable to a
payable to all single non-executive director
nonexecutive directors exceeds 50% of the total
annual remuneration to all
non-executive directors.
Arun Chittilappilly, part of the
promoter group has been re-
designated as Non-Executive
Director with effect from 09
July 2018 from his position
as Managing Director. He is
also the Technical Advisor of
Wonderla and is being paid
remuneration for rendering
services as Technical Advisor
to the Company. For the
period July 2018 to March
2019, as non-executive he
received a total amount
of Rs. 4. 8 mn, inclusive
of advisory fee. The total
commission paid to non-
executives was Rs. 8. 7mn,
of which 55% was paid
to Arun Chittilappilly. The
company has not disclosed
the quantum of technical
advisory fee that was paid
and is payable to Arun
Chittilappilly.
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Adoption of financial For For No qualification in the
September LTD. statements for the year auditor's report.
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Declare dividend of For For The total dividend for the
September LTD. Rs.3.5 per share year amounts to Rs. 4. 3 bn.
2019 The dividend payout is 26.
9% (39. 5% in FY18).
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Reappoint Mukesh M For For Mukesh M Patel is the former
September LTD. Patel (DIN: 00053892) Chairperson of Ahmedabad
2019 as a Non-Executive Non- Stock Exchange. He
Independent Director retires by rotation. His
liable to retire by rotation reappointment is in line with
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Appoint Bhadresh K For For Bhadresh K Shah is the is
September LTD. Shah (DIN: 00058177) as the Founder and Managing
2019 an Independent Director Director of AIA Limited. His
from 6 December 2018 to appointment is in line with
5 December 2023 statutory requirements.
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Reappoint Ms. For For Ms. Dharmishtaben N
September LTD. Dharmishtaben N Raval Raval is an advocate and
2019 (DIN: 02792246) as an is presently the Secretary
Independent Director of the Indian Law Institute
from the conclusion of of Gujarat State Unit. Her
the FY19 AGM to the reappointment is in line with
conclusion of FY24 AGM the statutory requirements.
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Ratify remuneration of For For The proposed remuneration
September LTD. Rs. 1.15 mn payable to to be paid to the cost auditor
2019 Dalwadi & Associates, in FY20 is reasonable
cost auditors for FY20 compared to the size and
126
July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Approve change in For For The current registered office
September LTD. registered office of is within the local limits of
2019 company outside the Ahmedabad. New office
local limits of Ahmedabad premises named Zydus
but within the state of Corporate Park are being
Gujarat set up outside the local city
limits of Ahmedabad. The
shifting of the registered
office to this new premises
will be operationally and
administratively efficient for
the company.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Adoption of standalone For For No qualification in auditor's
2019
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management To declare a divided of For For The total dividend outflow
September Rs. 4.0 per equity share including dividend tax is Rs.
2019 of face value of Re. 1.0 0. 7 bn. The dividend pay-out
each ratio is 29. 3%.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint N. Ram For For N. Ram Prasad, 63, is the
September Prasad (DIN: 00145558) Director of Srinivasa Cystine
2019 as Director Limited. He was appointed as
Director of the company on 7
April 1993. He has attended
4 out of 5 i. E. 80% of the
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Wai Yat Paco For For Wai Yat Paco Lee, 53, is the
September Lee (DIN: 02931372) as General Manager at Thai
2019 Director Union Frozen Products. He
was appointed as Director
of the company on 14 July
2012. He has attended 4
out of 5 i. E. 80% of the
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Appoint A. Venkata For Against A Venkata Sanjeev, 27,
September Sanjeev (DIN: 07717691) has worked as Operations
2019 as Director Manager of the company for
five years. He was appointed
as Additional Director of the
company on 7 June 2019.
The board seeks to appoint
him as Director, liable to
retire by rotation. We believe
that A. Venkata Sanjeev,
although academically well
qualified, does not have
enough experience to be
on the board of a listed
company.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Appoint A. Venkata For Against His proposed remuneration
September Sanjeev (DIN: 07717691) for FY20 is ~Rs. 5. 5
2019 as Whole-time Director mn, which is reasonable.
for five years w.e.f. 9 However, our view on his
August 2019 and fix his appointment is linked with
remuneration resolution #5.
127
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Approve payment of For Against The company currently has
September remuneration in excess two promoter executives
2019 of regulatory thresholds on the board, Indra Kumar
to promoter executive (Chairperson) and A. Venkata
directors Sanjeev (ED), who has joined
the board this financial year.
continue with their approved
remuneration structure till the
end of their respective terms
such that the annual pay
during this remaining period
may exceed the regulatory
thresholds (Rs. 50 mn or 2.
5% of net profits, whichever
is higher). In FY19, Indra
Kumar was paid Rs. 167.
8 mn. This is at 600X the
median remuneration and is
high compared to industry
peers. It amounts to 6. 2% of
FY19 PAT.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint A. V. Achar For Against A V Achar, 79, is a legal
September (DIN: 00325886) as expert. He was appointed as
2019 Independent Director for Director of the company on
two years w.e.f. 2 August 7 April 1993. The company
2019 proposes to reappoint him as
Independent Director for two
years w. E. F. 2 August 2019.
we consider directors to be
non-independent once they
cross a tenure of ten years
from the date of their first
appointment. Therefore,
we do not support his
reappointment.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint B V Kumar For Against B V. Kumar, 85, is a
September (DIN:00521139) as Director at Avanti Feeds
2019 Independent Director for since 26 September 2002.
two years w.e.f. 2 August The company proposes
2019 to reappoint him as
Independent Director for two
reappointment.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Mulakala For Against Mulakala Surya Prakasa
September Surya Prakasa Rao Rao, 65, is a Director at
2019 (DIN: 00482071) as Avanti Feeds since 27
Independent Director for April 2005. The company
two years w.e.f. 2 August proposes to reappoint him as
2018 Independent Director for two
reappointment.
128
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Kamireddy For Against Kamireddy Ramamohana
September Ramamohana Rao Rao, 69, is a Director at Avanti
2019 (DIN:02384687) as Feeds since 26 September
Independent Director for 1998. The company
two years w.e.f. 2 August proposes to reappoint him as
2018 Independent Director for two
reappointment.
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Nanduri For For Nanduri Venkata Divakara
September Venkata Divakara Somaraju, 71, is a Director
2019 Somaraju (DIN: at Avanti Feeds since 11
05183133) as March 2015. The company
Independent Director for proposes to reappoint him
five years w.e.f. 9 August as Independent Director for
2018 five years w. E. F. 9 August
2018. He has attended all the
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Kaza For For Kaza Kiranmanyee, 51, is
September Kiranmanyee (DIN: a Director at Avanti Feeds
2019 07117423) as since 11 March 2015.
Independent Director for The company proposes
five years w.e.f. 9 August to reappoint him as
2018 Independent Director for
five years w. E. F. 9 August
2018. He has attended all the
July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Appoint Jasthi Venkata For For Jasthi Venkata Ramudu,
September Ramudu (DIN: 03055480) 64, is the retired Director
2019 as Independent Director General of Police of Andhra
for five years w.e.f. 10 Pradesh. He was appointed
November 2018 as Additional Director of the
company on 10 November
2018. The company
proposes to appoint him as
Independent Director for five
years w. E. F. 10 November
2018. His appointment is
requirements.
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Adoption of standalone For For No qualification in the
September INDUSTRIES LTD. financial statements for auditor's report.
2019
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Adoption of consolidated For For No qualification in the
September INDUSTRIES LTD. financial statements for auditor's report.
2019
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Declare a final dividend For For The total dividend payout
September INDUSTRIES LTD. of Rs 15 per share of (including dividend
2019 face value Rs 1.0 each distribution tax) for FY19
FY19 was 38. 7%.
129
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Ness N. For Against Ness N. Wadia is part of
September INDUSTRIES LTD. Wadia (DIN: 00036049) the promoter group and a
2019 as Director liable to retire non-executive director of
by rotation the company. We believe
the independent directors
(of the NRC and the board)
must provide clarity on how
they view Ness Wadia’s
suspended sentence given
by the Japanese courts.
Although Ness Wadia’s
reappointment may be legally
compliant, we are unable
to support the resolution
given that the independent
directors have not articulated
their views on the matter.
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint BSR & Co For For BSR & Co LLP were
September INDUSTRIES LTD. LLP as statutory auditors appointed as the auditors in
2019 for a period of one year FY11. In another year, they
and fix their remuneration will complete 10 years –
at Rs.11.2 mn for FY20 accordingly, they can only be
reappointed for this duration.
Their reappointment is
requirements. The proposed
remuneration is reasonable,
given the size and scale
of operations. However,
we raise concern over the
possible implications on
BSR & Co. LLP regarding
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Appoint Ms. Tanya For For Ms. Tanya Dubash is
September INDUSTRIES LTD. Dubash (DIN: 00026028) Executive Director and
2019 as Independent Director Chief Brand Officer of
for a period of five years Godrej Industries Ltd. Her
w.e.f 7 February 2019 appointment is in line with
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Avijit Deb For Against Avijit Deb is a solicitor. He
September INDUSTRIES LTD. (DIN: 00047233) as has been on the board since
2019 Independent Director June 1996. Since he will
for a period of five years cross 75 years of age during
w.e.f 12 August 2019 his term, the company is
also seeking approval for his
continuation till the end of his
proposed term. Although his
reappointing him as a non-
director.
130
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Keki Dadiseth For Against Keki Dadiseth is the former
September INDUSTRIES LTD. (DIN: 00052165) as Chairperson of Hindustan
2019 Independent Director Unilever. He has been on the
for a period of five years board since May 2006. Since
w.e.f 12 August 2019 he will cross 75 years of age
during his term, the company
is also seeking approval
for his continuation till the
end of his proposed term.
director.
July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Ajai Puri For Against Ajai Puri is a former Senior
September INDUSTRIES LTD. (DIN: 02631587) as Vice President Technical
2019 Independent Director (Science and Technology) at
for a period of five years The Minute Maid Company.
w.e.f 12 August 2019 He has been on the board
since April 2009 and
completed a ten-year tenure
in April 2019. Although his
director.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management Adoption of standalone For For No qualifications by auditors.
September and consolidated
2019 accounts for the year
ended 31 March 2019
together with the reports
of the directors and the
auditors
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To declare dividend of For For Given the financial
September Rs. 1.0 per share on performance for fiscal 2019,
2019 equity shares of face ICICI Bank has reduced its
value Rs. 2 per share dividend to Rs. 1.
0 per equity share in FY19
(down 33. 3% from Rs 1. 5
per share paid in FY18). The
payout ratio is at 19. 2%.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To reappoint Anup Bagchi For For Anup Bagchi, 48, is an
September (DIN: 00105962), as executive director on the
2019 director liable to retire by board of the Bank. He
rotation retires by rotation. His
reappointment as director
requirements.
131
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To reappoint Walker For For ICICI Bank proposes to
September Chandiok & Co LLP as reappoint Walker Chandhiok
2019 statutory auditors at a & Co LLP as statutory
remuneration of Rs 37.8 auditors for a year. They
mn plus out of pocket were appointed in the
expenses of Rs 3.0 mn AGM of 2018 replacing
for FY20 BSR & Co. LLP. The
and operations of the bank.
The reappointment is in line
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To authorize the board For For ICICI Bank has a presence
September of directors to appoint in 15 countries. The bank
2019 branch auditors and fix seeks shareholder approval
their remuneration to authorize the board to
appoint branch auditors to
its branches/offices within
and outside India for the
year ending 31 March 2020
and to fix their remuneration.
The appointment will be
in consultation with the
statutory auditors of the
bank.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Hari L. For For Hari Mundra, 69, is a
September Mundra (DIN: 00287029), professional who has held
2019 as Independent Director executive board positions
for five years till 25 in Hindustan Unilever Ltd. ,
October 2023 the RPG group, Wockhardt
group and Essar Oil. He has
been a visiting professor
at IIM Ahmedabad. His
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Ms. For For Ms. Rama Bijapurkar, 62, is
September Rama Bijapurkar an independent management
2019 (DIN: 00001835), as consultant working in
Independent Director for business-market strategy.
five years till 13 January She is a visiting faculty at
2024 IIM Ahmedabad and is co-
founder of People Research
on India’s Consumer
Economy. Her appointment
requirements.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint B. Sriram For For B. Sriram, 60, is former MD
September (DIN: 02993708), as & CEO,IDBI Bank, former
2019 Independent Director for MD, State Bank of India
five years till 13 January and former MD, State Bank
2024 of Bikaner & Jaipur. His
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Subramanian For For Subramanian Madhavan,
September Madhavan (DIN: 62, is former senior partner
2019 06451889), as and executive director with
Independent Director PricewaterhouseCoopers,
for five years till 13 April India. He is currently acting
2024 as Co-Chairman of the GST
Task Force, constituted by
FICCI. His appointment
requirements.
132
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Sandeep For For Sandeep Bakhshi, 58, is
September Bakhshi, (DIN: being appointed as MD
2019 00109206) as MD & CEO & CEO of the Bank from
for five years from 15 October 2018. He was paid
October 2018 and to fix a remuneration of Rs 160.
his remuneration 7 mn from ICICI Prudential
Life Insurance Company
and from ICICI Bank (this
includes performance bonus
and fair value of ESOPs
of both the companies) for
FY19. As per our estimates
his proposed cash payout
will be Rs 96. 7 mn for FY20
and ~ Rs 162. 1 mn including
the fair value of ESOP’s.
is consistent with the size
and complexities of the
business of ICICI Bank and
comparable to that paid to
peers in the industry.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Sandeep For For Sandeep Batra, 53, has
September Batra (DIN: 03620913) as worked with the ICICI Group
2019 director liable to retire by for the last 18 years. He
rotation is being appointed as the
Whole-time Director. Earlier
he was Executive Director
- ICICI Prudential Life
Insurance. His appointment
requirements.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Sandeep For For As per our estimates
September Batra (DIN: 03620913) Sandeep Batra’s proposed
2019 as executive director cash payout will be Rs 70. 7
for five years from 7 mn for FY20 and ~ Rs 136.
May 2019 and to fix his 0 mn including the fair value
remuneration of ESOP’s. The proposed
remuneration is consistent
with the size and complexities
of the business of ICICI Bank
and comparable to that paid
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For N. S. Kannan stepped off
September remuneration payable the board of ICICI Bank
2019 to N. S. Kannan (DIN: and was appointed as MD
00066009) erstwhile & CEO of ICICI Prudential
Executive Director from Life Insurance Company
1 April 2018 till 18 June from 19 June 2018. His
2018 remuneration for FY19 was
Rs 135. 4 mn (this includes
performance bonus and
fair value of ESOPs for
FY18 given in FY19). The
fixed remuneration will be
pro-rated for his tenure in
ICICI Bank. The bank also
proposes a variable pay of
Rs 3. 5 mn for his tenure with
ICICI Bank in FY19, which
will be paid in FY20. This
revision is comparable to that
paid to peers.
133
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For Vishakha Mulye was paid a
September remuneration payable remuneration of Rs 131. 1
2019 to Ms. Vishakha Mulye mn for FY19 (this includes
(DIN: 00203578), performance bonus and fair
Executive Director from 1 value of ESOPs). As per
April 2018 our estimates her proposed
cash payout will be Rs 70. 7
mn for FY20 and ~ Rs 136.
2 mn. Including the fair value
of ESOP’s. The proposed
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For Vijay Chandok was paid a
2019 to Vijay Chandok (DIN: mn for FY19 (this includes
01545262), Executive performance bonus and fair
Director from 1 April 2018 value of ESOPs). As per
our estimates his proposed
4 mn including the fair value
remuneration is comparable
to that paid to peers in the
industry. Vijay Chandok has
moved from ICICI Bank to
ICICI Securities as its MD &
CEO from May 2019.
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For Anup Bagchi was paid a
2019 to Anup Bagchi (DIN: mn for FY19 (this includes
00105962), Executive performance bonus and fair
Director from 1 April 2018 value of ESOPs). As per
our estimates his proposed
7 mn including the fair value
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve amendments For For The MoA of the bank has
September to the Memorandum of been drafted under the
2019 Association Companies Act 1956, the
bank proposes to amend
the MoA and align it to the
Companies Act 2013 and
rules made thereunder. The
draft MoA is available on the
bank’s website for review.
134
July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve adoption For For The bank seeks approval of
September of revised Articles of shareholders for the adoption
2019 Association of the new set of AoA by
aligning it with the provisions
of Companies Act, 2013.
The draft AoA is available
on the bank’s website for
review. We note that Article
184(b) authorizes the bank
to charge expenses to
shareholders in advance for
the dispatch of documents in
the mode requested by them.
We don’t encourage this
practice as it may discourage
shareholders from seeing
information. However,
the bank has a practice
of sending documents by
electronic mode and/or
courier/speed-post to its
shareholders. We expect the
bank will continue with this
practice.
July 2019 - 10-Aug-2019 KNR Postal Ballot Management Option to lenders for For For Following changes to the
September CONSTRUCTIONS conversion of loans / or RBI regulation, lenders are
2019 LTD. interest payable into fully required to have the right to
paid-up equity shares in convert their debt to equity
the event of default in case of default. Therefore,
this safeguard for lenders is
being built into the company’s
lending documentation.
July 2019 - 10-Aug-2019 KNR Postal Ballot Management Revise remuneration For Against In a PB held in November
September CONSTRUCTIONS of K Narasimha Reddy, 2016, K Narasimha Reddy’s
2019 LTD. Managing Director, w.e.f. terms of remuneration were
1 April 2019 for the revised and approved by
remaining period of his shareholders. The company
tenure (31 March 2021) now proposes to revise the
remuneration structure with
effect from 1 April 2019.
We do not favor frequent
revisions in remuneration
terms in a single term.
K Narasimha Reddy’s
remuneration was Rs. 50.
4 mn in FY18 which was
328x the median employee
salary. His estimated FY19
4 mn is significantly higher
than peers. As a good
governance practice, we
expect companies to cap
directors.
135
July 2019 - 10-Aug-2019 KNR Postal Ballot Management Revise remuneration For Against In a PB held in November
September CONSTRUCTIONS of K Jalandhar Reddy, 2016, K Jalandhar Reddy’s
2019 LTD. Executive Director, w.e.f. terms of remuneration were
1 April 2019 for the revised and approved by
remaining period of his shareholders. The company
tenure (31 March 2021) now proposes to revise the
remuneration structure with
effect from 1 April 2019.
We do not favor frequent
revisions in remuneration
terms in a single term. K
Jalandhar Reddy was paid
a remuneration of Rs. 33.
6 mn in FY18 which is
219x the median employee
salary. His estimated FY19
remuneration of Rs. 70
mn is significantly higher
than peers. As a good
governance practice, we
expect companies to cap
directors.
July 2019 - 10-Aug-2019 KNR Postal Ballot Management Reappoint B V Rama For Against B V Rama Rao, Former Chief
September CONSTRUCTIONS Rao (DIN : 00972552) as Secretary, Govt of Andhra
2019 LTD. Independent Director for Pradesh has been on the
five years w.e.f 1 October board as an Independent
2019 Director since December
2005. Although his
his reappointment as an
independent director. The
board must consider his
July 2019 - 10-Aug-2019 KNR Postal Ballot Management Reappoint L B Reddy For Against L B Reddy is the Senior
September CONSTRUCTIONS (DIN : 00956445) as Partner of LB Reddy & Co.
2019 LTD. Independent Director for He has been on the board
five years w.e.f 1 October as an Independent Director
2019 since December 2005.
independent director. The
board must consider his
July 2019 - 10-Aug-2019 KNR Postal Ballot Shareholder Appoint Ms. G C Rekha For For Ms. G C Rekha is a billing
September CONSTRUCTIONS (DIN : 08464587) as and coding specialist and an
2019 LTD. Independent Director for administrator in the health
five years w.e.f 1 October sector. Her appointment
2019 as an independent director
to provide a more detailed
profile of the director.
136
July 2019 - 10-Aug-2019 KNR Postal Ballot Management To approve borrowing For Against The company’s current
September CONSTRUCTIONS limit of Rs 50 bn over and outstanding debt is well
2019 LTD. above the aggregate of within its already approved
paid up capital and free limit of Rs. 20 bn. Yet, it
reserves is seeking approval for an
increase in the limit to Rs. 50
bn over and above networth.
The proposed increase in
limit is in spite of having an
additional headroom within
existing limits. While the
company’s current debt to
equity ratio is at reasonable
levels of 0. 5x, if it raises
debt to the extent of the
proposed limit, the debt to
equity ratio could deteriorate
to well over 6. 0x. Companies
must approach shareholders
for an increase in borrowing
limit as and when they
need it, rather than get a
large limit approved. While
we understand the need
for companies to present
enabling resolutions, but
these must be at judicious
levels.
July 2019 - 10-Aug-2019 KNR Postal Ballot Management Create charge or For For The company would need to
September CONSTRUCTIONS mortgage on the assets create a charge on its assets
2019 LTD. of the company to raise incremental debt:
secured debt usually carries
a lower interest cost than
unsecured debt.
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Adoption of standalone For For No qualification in the
September LTD. and consolidated auditor's report.
2019
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Declare a dividend of Rs. For For Dhanuka Agritech Ltd has
September LTD. 0.6 per share (FV Rs.2.0) proposed a final dividend of
2019 Rs. 0. 6 per share. In FY19,
the total dividend including
divided distribution tax
amounts to Rs. 34. 4mn. The
dividend payout ratio is 3. 1%
vs 25. 7% in FY18.
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Reappoint Arun For For Arun Kumar Dhanuka is part
September LTD. Kumar Dhanuka (DIN: of the promoter entity. He is
2019 00627425) as an in charge of Sanand factory
Executive Director operations. He is liable to
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Reappoint Rahul For For Rahul Dhanuka is part of
September LTD. Dhanuka (DIN: the promoter entity and is
2019 00150140) as an the marketing director. He is
Executive Director liable to retire by rotation and
his reappointment is in line
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Approve remuneration For For The total remuneration
September LTD. of Rs.220,000 for S. proposed is reasonable
2019 Chander & Associates as compared to the size and
operations.
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Appoint Bajrang Lal Bajaj For For Bajran Lal Bajaj is a fellow
September LTD. (DIN: 00041909) as an member of ICAI and ICSI. He
2019 Independent Director is the Managing Director of
for a period of five years Dynamic Orbits Consultancy.
w.e.f. 21 May 2019 His appointment is line with
137
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Appoint Ms. Namrata For For Ms. Namrata Gupta is a
September LTD. Gupta (DIN: 08358673) member of International
2019 as an Independent Association of Counselling
Director for a period of (IAC). She is having over
five years w.e.f. 21 May 10 years of experience in
2019 Relationship Counselling,
Master practitioner of Neuro
Linguistic programme. Her
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Reappoint Mahendra For For Mahendra Kumar Dhanuka
September LTD. Kumar Dhanuka (DIN: is part of promoter entity
2019 00628039) as Managing and Managing Director of
Director for a period the company. He is liable
of five years w.e.f. 14 to retire by rotation. He was
August 2019 and fix his paid Rs. 42. 4mn in FY19.
remuneration, which His proposed remuneration
might be in excess of is Rs. 44. 5mn. The proposed
regulatory thresholds pay is in line with the size
and complexity of the
business and comparable
to peers in the industry. His
reappointment is line with
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Appoint Harsh Dhanuka For For Harsh Dhanuka is part of the
September LTD. (00199516) as Whole promoter group. He has been
2019 time Director for a period associated with the company
of five years w.e.f. 21 since last 11 years as Vice
May 2019 and fix his President – Marketing. His
remuneration, which proposed remuneration is
might be in excess of Rs. 15. 9mn which is line with
regulatory thresholds the size and complexity of the
peers in the industry. His
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Revise the commission For Against Dhanuka Marketing
September LTD. terms and enable Company (DMC) has been
2019 Dhanuka Marketing providing clearing and
Company to provide forwarding agent services
clearing and forwarding to Dhanuka Agritech Limited
services for the South since 1980. It has proposed to
and East Zones for three revise the commission terms
years from FY20 with Dhanuka Marketing
Company from 2% from 1%.
expand DMC’s services to
the South and East zones.
The company has not
given details regarding the
transactions with DMC in the
past. It has also not specified
the quantum of transactions
to be carried out with DMC
going forward.
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Approve increase in For For This appears to be an
September LTD. borrowing limit to Rs. 2.0 enabling resolution, since
2019 bn over and above the the company has been
networth conservative in raising debt
in the past. As on 31 March
2019, the company had a
consolidated debt of Rs. 0.
2bn. It had a debt/equity ratio
of 0. 1x and a debt/EBITDA
of 0. 1x. If the company were
to raise the entire debt, its
credit protection measures
would remain at reasonable
levels. Therefore, we support
the resolution. However,
we raise concern over the
rolling nature of the proposed
borrowing limit.
138
July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Approve creation For For Secured loans generally have
September LTD. of charges on the easier repayment terms, less
2019 company’s assets up to restrictive covenants, and
the borrowing limit lower interest rates.
July 2019 - 12-Aug-2019 RELIANCE AGM Management Adoption of standalone For For Financial analysis is helpful.
September INDUSTRIES LTD. financial statements for
2019
July 2019 - 12-Aug-2019 RELIANCE AGM Management Adoption of consolidated For For Financial analysis is helpful.
September INDUSTRIES LTD. financial statements for
2019
July 2019 - 12-Aug-2019 RELIANCE AGM Management Declare final dividend of For For The total dividend outflow
September INDUSTRIES LTD. Rs. 6.5 per equity share including dividend tax for
2019 (face value Rs. 10.0) FY19 is Rs. 49. 6 bn. The
1%.
July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint Pawan Kumar For For Pawan Kumar Kapil, 74,
September INDUSTRIES LTD. Kapil (DIN: 02460200) as is the Whole-time Director,
2019 Director Reliance Industries Limited.
July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint Ms. Nita For For Ms. Nita Ambani, 57, is the
September INDUSTRIES LTD. Ambani (DIN: 03115198) Founder and Chairperson,
2019 as Non-Executive Non- Reliance Foundation. She
Independent Director retires by rotation and her
July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint P.M.S. Prasad For For P. M. S. Prasad’s past
September INDUSTRIES LTD. as Whole-time Director remuneration has been in line
2019 for five years from 21 with company performance.
August 2019 and fix his He is a professional
remuneration and his estimated FY20
mn excluding stock options
size and complexity of
the business. There is no
clarity on the performance
linked incentive and stock
option component of his
remuneration – we expect
companies to cap the
performance linked incentive
and disclose the likely
quantum of stock options
which will be issued.
July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint Raminder For For Raminder Singh Gujral, 66,
September INDUSTRIES LTD. Singh Gujral (DIN: is Former Finance Secretary,
2019 07175393) as Government of India. He has
Independent Director for been on the board of the
five years from 12 June company for over four years.
2020 His reappointment is in line
July 2019 - 12-Aug-2019 RELIANCE AGM Management Appoint Ms. Arundhati For For Ms. Arundhati Bhattacharya,
September INDUSTRIES LTD. Bhattacharya (DIN: 63, is the Former
2019 02011213) as Chairperson, State Bank
Independent Director of India. Her appointment
for five years from 17 is in line with statutory
October 2018 requirements.
July 2019 - 12-Aug-2019 RELIANCE AGM Management Ratify payment of For For The total remuneration
September INDUSTRIES LTD. aggregate remuneration proposed to be paid to the
2019 of Rs. 6.7 mn to cost cost auditors in FY20 is
July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Adoption of standalone For For Financial analysis is helpful.
2019
139
July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Approve final dividend of For For The company proposes to
September LTD. Rs.13 per equity share of pay a dividend of Rs. 13 per
2019 face value of Rs.10 each share (FV Rs. 10). Total cash
outgo (including dividend
tax) is estimated to be Rs.
2. 1 bn, increase from Rs.
2. 0 bn paid in the previous
year. Dividend payout ratio
is 42. 8% v/s 49. 5% in the
previous year.
July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Reappoint Madhu S Nair For For Madhu S Nair, is the
September LTD. (DIN: 07376798), as Chairperson and Managing
2019 Director Director of Cochin Shipyard
Limited. He has been on
the board of the company
for 3 years. His appointment
requirements.
July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Authorize the board to fix For For The Comptroller & Auditor
September LTD. remuneration of statutory General of India (C&AG)
2019 auditors appointed by the appoints the statutory
Comptroller and Auditor auditors. As per Section
General of India for FY20 142 of the Companies Act,
2013, shareholder approval
is required to authorize the
board to fix the remuneration
of statutory auditors at
appropriate level. The
total audit fees of Rs. 2.
4 mn in FY19 (excluding
tax and reimbursements)
company: we expect audit
fees in FY20 to be in same
range.
July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Approve payment For For The total remuneration
September LTD. of Rs.125,000 as proposed to be paid to the
2019 remuneration to KA Felix cost auditors is reasonable
& Co, cost auditors for compared to the size and
FY20 scale of operations.
July 2019 - 13-Aug-2019 GATEWAY AGM Management Adoption of standalone For For Financial analysis is helpful.
September DISTRIPARKS LTD. and consolidated
2019
July 2019 - 13-Aug-2019 GATEWAY AGM Management To confirm interim For For The interim dividend per
September DISTRIPARKS LTD. dividends aggregating share fell 35. 7% from Rs 7.
2019 Rs. 4.5 per share of face 0 per share in the last three
value Rs.10.0 years to Rs 4. 5 per share
in FY19. The total dividend
outflow including dividend tax
for FY18 is Rs. 588. 9 mn.
66. 8%.
July 2019 - 13-Aug-2019 GATEWAY AGM Management Reappoint Ms. Mamta For For Ms. Mamta Gupta is wife of
September DISTRIPARKS LTD. Gupta (DIN: 00160916) Promoter Chairman & MD,
2019 as a Non-Executive Non- Prem Kishan Gupta. She is a
Independent Director partner in the family business
firm - Newsprint Trading
and Sales Corporation and
is involved in its business
development. She is liable
to retire by rotation and her
140
July 2019 - 13-Aug-2019 GATEWAY AGM Management To approve payment For Against Overall family remuneration
September DISTRIPARKS LTD. of remuneration to aggregated Rs. 103. 8mn,
2019 executive director(s) who which was 20. 2% of pre-tax
are promoters in excess profits before one-time gains.
of Rs. 50 mn or 2.5% of The family remuneration
the net profits (whichever increased by 58% in FY19,
is higher) individually; or on the back of one-time
5% of the net profits in gains on revaluation of
aggregate, as required subsidiary investments. The
under the SEBI LODR remuneration payout, to that
extent, is not aligned to actual
performance. The current
terms of remuneration allow
Prem Kishan Gupta and
Ishaan Gupta commission
upto 5% of profits each.
Even so, the aggregate
family remuneration has
outpaced growth in revenues
and profits over the past five
years. Further, we do not
support remuneration from
subsidiary companies since it
does not allow shareholder to
vote on the resolution.
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Adoption of standalone For For The Report of the
September SYSTEMS LTD. & consolidated financial Independent Auditors does
2019 statements for the year not contain any qualifications.
ended 31 March 2019
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Confirm final dividend of For For The total dividend outflow
September SYSTEMS LTD. Rs. 1.5 per equity share including dividend tax for
2019 (face value Re.1.0) FY19 is Rs. 5.7 bn. The
dividend payout ratio is
70.1%.
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Pankaj Mital For For Pankaj Mital, 53, and is Chief
September SYSTEMS LTD. (DIN: 00194931) as Operating Officer, Motherson
2019 Director Sumi Systems Limited. He
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Sushil Tripathi For For Sushil Tripathi, 73, is a
September SYSTEMS LTD. (DIN: 00941922) as Retired IAS Officer. He
2019 Independent Director for has been on the board
five years from 1 April for the past seven years.
2019 The company seeks
five years from 1 April 2019.
Further, the company seeks
approval for his continuation
on the board post attaining
75 years of age, in line with
the SEBI’s LODR. He will be
75 years in January 2021.
We will consider him as
accordingly.
141
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Arjun Puri For Against Arjun Puri, 63, is a Graduate
September SYSTEMS LTD. (DIN: 00211590) as in Economics. He has been
2019 Independent Director for on the board for the past
five years from 1 April 14 years. Although his
2019 reappointment is compliant
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Gautam For For Gautam Mukherjee, 62, is
September SYSTEMS LTD. Mukherjee (DIN: a Former VP, ICICI Bank
2019 02590120) as Limited. He has been on
Independent Director for the board for the past seven
five years from 1 April years. The company seeks
2019 approval to reappoint him
We will consider him as
accordingly.
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Ms. Geeta For For Ms. Geeta Mathur, 53,
September SYSTEMS LTD. Mathur (DIN: 02139552) is former CFO, HelpAge
2019 as Independent Director India. She has been on
for five years from 1 April the board for the past
2019 five years, since January
approval to reappoint her
Her reappointment is in line
We will consider her as
Non-Independent once her
accordingly.
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Approve remuneration For For The total remuneration
September SYSTEMS LTD. of Rs.1.38 mn for M. R. proposed to be paid to the
2019 Vyas and Associates as cost auditors in FY20 is
cost auditors for FY20 reasonable compared to
July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Appoint Takeshi Fujimi For For Takeshi Fujimi, 58, is
September SYSTEMS LTD. (DIN: 08501292) as nominee of Sumitomo
2019 Non-Executive Non- Wiring Systems Limited
Independent Director and has been associated
liable to retire by rotation, with the Sumitomo Group,
from 11 July 2019 Japan since April 1984. His
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Adoption of standalone For For The financial statements
September and consolidated have an unqualified opinion
2019 financial statements for from auditors.
2019
142
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Reappoint Ms. For For Ms. Chua Sock Koong, 62, is
September Chua Sock Koong Group CEO, Singtel Group.
2019 (DIN: 00047851) as She retires by rotation in the
Non-Executive Non- forthcoming annual general
Independent Director meeting. She attended four
board meetings out of six
(67%) held in FY19. Tao Yih
Arthur Lang attended two
board meetings as alternate
director to Ms. Chua Sock
Koong. We believe that
elected directors must
attend board meetings,
either via teleconference or
videoconferencing solutions;
instead of relying on alternate
directors. Therefore, her
attendance is low at 67%
of board meetings held in
FY19 and 45% (10 out of 22,
excluding those attended by
alternate directors) meetings
years. Notwithstanding, we
recognize the critical role
played by her in representing
Singtel Group as a promoter
on the board of Bharti Airtel
Limited.
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Reappoint V K For For V K Viswanathan, 69, is Non-
September Viswanathan (DIN: Executive Chairperson and
2019 01782934) as Former MD, Bosch Limited.
Independent Director His reappointment is in line
for five years from 14 with statutory requirements.
January 2019
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Reappoint D K Mittal For For D K Mittal, 67, is a
September (DIN: 00040000) as Retired IAS Officer. His
2019 Independent Director for reappointment is in line with
five years from 13 March statutory requirements.
2019
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Appoint Ms. Kimsuka For For Ms. Kimsuka Narasimhan,
September Narasimhan (DIN: 55, is CFO, Kimberly-
2019 02102783) as Clark Asia Pacific. Her
Independent Director for appointment is in line with
five years from 30 March statutory requirements.
2019
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve waiver of For For Sunil Bharti Mittal was
September recovery of excess paid Rs. 310. 1 mn as
2019 remuneration of Rs. remuneration in FY19, which
211.9 mn paid in FY19 exceeds the maximum
to Sunil Bharti Mittal as remuneration which could
Executive Chairperson be paid under Section 197
of the Companies Act,
2013, due to inadequate
profits. The company seeks
shareholder approval to
waive the recovery of excess
9 mn paid to him in FY19.
While the waiver sought is
high, Sunil Bharti Mittal’s
remuneration over the past
five years has remained flat.
While competitive dynamics
have impacted performance,
Bharti Airtel has managed to
maintain its market share and
ARPU levels and protected
its downside to a fair extent.
143
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve waiver of For For Gopal Vittal was paid Rs.
September recovery of excess 209. 1 mn as remuneration
2019 remuneration of Rs. in FY19, which exceeds
88.8 mn paid in FY19 to the maximum remuneration
Gopal Vittal as Managing which could be paid under
Director and CEO (India Section 197 of the Companies
and South Asia) Act, 2013. The company
to waive the recovery of
excess remuneration of
Rs. 88. 8 mn paid to him in
FY19. We recognize that the
telecom industry is currently
in the midst of an intensely
competitive environment.
However, Bharti Airtel has
managed to maintain its
market share and ARPU
levels and protected its
downside to a fair extent.
We do not encourage stock
options granted at face
value, however, we make
an exception in this case
because of the need to
incentivize and retain top
talent during extenuating
circumstances. Additionally,
part of the vesting is linked to
performance-based vesting
of stock options; we expect
the company to disclose the
granular metrics on which
such vesting is based. The
waiver sought is reasonable.
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve payment of For For Sunil Bharti Mittal was
September remuneration at existing paid Rs. 310. 1 mn as
2019 terms to Sunil Bharti remuneration in FY19. The
Mittal from 1 April 2019 company seeks approval
till 30 September 2021 via special resolution to
set his remuneration as
minimum remuneration for
his remaining term from 1
April 2019 till 30 September
2021. Sunil Bharti Mittal’s
remuneration over the past
five years has remained flat
even as the environment
has become extremely
challenging. Bharti Airtel
has managed to maintain
its market share and ARPU
144
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve payment of For For Gopal Vittal was paid Rs.
September remuneration at existing 209. 1 mn as remuneration
2019 terms to Gopal Vittal as in FY19. His remuneration
Managing Director and has outpaced the growth in
CEO (India and South revenues and profits over
Asia) from 1 April 2019 till the past five years. Further,
31 March 2022 he has been granted stock
options at face value, in line
with company policy. We
recognize that the telecom
industry is currently in
the midst of an intensely
competitive environment.
However, Bharti Airtel has
managed to maintain its
market share and ARPU
We do not encourage stock
options granted at face
value, however, we make
an exception in this case
because of the need to
incentivize and retain top
talent during extenuating
circumstances. We expect
the company to disclose
granular metrics for
performance-based vesting
of stock options.
July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve remuneration of For For The board had approved the
September Rs.850,000 per annum appointment of RJ Goel &
2019 payable to Sanjay Gupta Co as cost auditors for the
& Associates as cost year ended 31 March 2019,
auditors for FY19 and however, they resigned as
FY20 cost auditors with effect from
8 April 2019. The board has
approved the appointment of
Sanjay Gupta & Associates
in their place as cost auditors
for the year ended 31 March
2019 and 31 March 2020
on a remuneration of Rs.
850,000 per annum plus
applicable taxes and out-of-
pocket expenses. The total
remuneration proposed to
be paid to the cost auditor
in FY19 and FY20 is
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Adoption of financial For For No qualifications from
September statements for the year auditors.
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Declare a dividend of For For IndusInd Bank proposes to
September Rs 7.5 per share of face pay dividend of Rs. 7. 5 per
2019 value Rs.10.0 each share. The dividend payout is
16. 5% (15. 0% in FY18).
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Reappoint Mr. Romesh For For Romesh Sobti, 68, the MD &
September Sobti (DIN: 00031034) as CEO of IndusInd Bank. His
2019 director liable to retire by reappointment is in line with
rotation statutory requirements.
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Haribhakti & Co. For For Haribhakti & Co. LLP are
September LLP as statutory auditors replacing S. R. Batliboi & Co.
2019 for FY20 and fix their LLP (of the Ernst & Young
remuneration Group) as the statutory
auditors. Their appointment
requirements.
145
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Ms. Akila For For Akila Krishnakumar, 52,
September Krishnakumar was President of Global
2019 (DIN: 06629992) as Technology and Country
Independent Director Head until February 2013
for four years from 10 at SunGard – a Fortune
August 2018 500 company and a global
leader in financial services
software. Her appointment
requirements.
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Arun Tiwari For For Arun Tiwari, 61, was
September (DIN: 05345547) as Chairman & Managing
2019 Independent Director Director of Union Bank of
for four years from 10 India from December 2013
August 2018 to June 2017. Prior to that,
he was Executive Director
of Allahabad Bank from June
2012 to December 2013. His
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Siraj Chaudhry For For Siraj Chaudhry, 52, is
September (DIN: 00161853) as Chairman of Cargill India
2019 Independent Director for and is currently an advisor
four years from 3 January to the company. His tenure
2019 at Cargill spanned nearly
24 years, and included
handling the leadership role
in India, as well as a global
commodity trading role in
Geneva. His appointment
requirements.
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Rajiv Agarwal For For Rajiv Agarwal, 62, is director
September (DIN: 00336487) as in Rightsource Technologies
2019 Independent Director for Pvt. Ltd. (consulting
four years from 15 March company) and Autopress
2019 India Pvt. Ltd. (manufacturer
of cookware). He is also a
Partner in Sensory Solutions.
July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Approve issuance of debt For For The issuance of debt
September securities up to Rs. 200.0 securities on private
2019 bn on private placement placement basis will be
basis within the bank’s proposed
borrowing limit of Rs 750 bn.
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Adoption of standalone For For No qualification in the
2019
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Adoption of consolidated For For No qualification in the
2019
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Declare a final dividend For For The total dividend payout
September of Rs 3 per share of face (including dividend
2019 value Rs 2.0 each distribution tax) for FY19
FY19 was 15. 4%.
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Umang Vohra For For Umang Vohra is part of
September (DIN: 02296740) as the Managing Director and
2019 Director liable to retire by Global Chief Executive
rotation Officer of the company. His
146
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Ashok Sinha For For Ashok Sinha is the former
September (DIN: 00070477) as an Chairperson and Managing
2019 Independent Director Director of BPCL. He
for five years w.e.f 3 has been on the board
September 2019 since July 2013. His
reappointment is in line
We will consider him non-
board.
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Peter For For Peter Mugyenyi is the
September Mugyenyi (DIN: Executive Director of Joint
2019 06799942) as an Clinical Research Centre,
Independent Director Kampala. He has been on the
for five years w.e.f 3 board since February 2014.
September 2019 His reappointment is in line
board.
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Adil Zainulbhai For For Adil Zainulbhai is the former
September (DIN: 06646490) as an Chairperson of McKinsey,
2019 Independent Director India. He has been on the
for five years w.e.f 3 board since July 2014. His
September 2019 reappointment is in line
board.
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Ms. Punita For For Ms. Punita Lal is an
September Lal (DIN: 03412604) as independent strategy and
2019 an Independent Director marketing consultant. She
for five years w.e.f 13 has been on the board
November 2019 since November 2014. Her
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Approve issuance of For For If we assume entire amount
September equity linked securities is raised, it will result in equity
2019 up to Rs.30 bn dilution of ~6. 6% for existing
shareholders. The funds
raised through the issue will
help the company expand its
existing business, enter new
lines of business, conduct
clinical trials for respiratory
products, enhance research
and development, while
maintaining an adequate
capital structure.
July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs.11,00,000 payable proposed to be paid to the
2019 to D. H. Zaveri., as cost cost auditor is reasonable
operations.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Adoption of standalone For For Financial analysis is helpful.
2019
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Confirm interim dividend For For The total dividend outflow
September of Rs.6.25 per equity including dividend tax is
2019 share (pre – bonus) and Rs. 21. 8bn for FY19. The
declare final dividend of dividend payout ratio is 36.
Rs.0.885 (post – bonus) 1% v/s 53. 4% in the previous
per equity share of Rs.10 year.
each
147
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint P. K. Gupta For For P. K. Gupta joined GAIL
September (DlN: 01237706) as a in 1985 and has been
2019 Director associated with project
execution of HVJ Pipeline.
He was first appointed on
board as HR Director in
February 2017. He is liable
reappointment is line with all
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint Gajendra For For Gajendra Singh was first
September Singh (DIN: 03290248) appointed on board as
2019 as a Director Director (Marketing) in April
2017. He is liable to retire by
is line with statutory
requirements.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Authorise the board For For The total audit fees of Rs.
September to fix remuneration of 6. 0mn in FY19 (excluding
2019 joint statutory auditors tax and reimbursements)
appointed by the is commensurate with the
Comptroller and Auditor size and complexity of the
General of India for FY20 company; we expect audit
range.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Appoint A. K. Tiwari (DIN: For For A. K. Tiwari is a cost
September 07654612) as Director accountant by profession and
2019 (Finance) and Chief has 35 years of experience in
Financial Offer (CFO) the areas of Project Finance,
w.e.f. 1 December 2018 Corporate Finance, Taxation
etc. He is the Ex – CFO of
Brahmaputra Cracker and
Polymer Ltd. He is liable to
retire by rotation. His terms
of appointment are not
disclosed. Notwithstanding,
he will retire by rotation. His
not disclosed: remuneration
in public sector enterprises
is usually not high. As a
good governance practice,
we expect PSE’s to disclose
the proposed appointment
terms including tenure and
proposed remuneration to
its shareholders through the
AGM notice. His appointment
requirements.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Ratify remuneration For For GAIL proposes to ratify
September of Rs.2.3mn to cost remuneration of Rs. 2. 3mn
2019 accountants for FY19 paid to its cost auditors for
FY19. The remuneration is
148
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Ratify related party For For GAIL holds 12. 5% in
September transaction of Rs.218.4bn Petronet LNG Ltd (Petronet
2019 for FY19 and approve a LNG). GAIL procures LNG
related party transaction cargoes and re-gasified
limit of Rs.202.5bn for Liquefied Natural Gas
FY20 with Petronet from Petronet LNG. GAIL
LNG Ltd also uses regasification
facilities of Petronet LNG
(located at Dahej, Gujarat
and Kochi, Kerala). GAIL
breached its Rs. 206. 25
bn transaction limit set for
FY19 and therefore requires
shareholder ratification
for the aggregate value
of transactions in FY19.
Further, GAIL requires
shareholder approval for
transactions aggregating
Rs. 202. 5bn with Petronet
LNG. The transactions are in
and at arm’s length.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Adopt a new set of For Against The revised AoA undermines
September Articles of Associations the responsibilities of the
2019 based on provisions of board with respect to critical
the Companies Act 2013 issues including appointment
of directors including
Independent Directors, fixing
Executive Director tenure
and decisions on capital
expenditure programs: these
decisions are deferred to
the President. The AoA
grants absolute power to
the Chairperson to decide
any other matter where
the President will have
the final discretion. These
articles therefore provide
unprecedented power to the
controlling shareholder i. E.
The President of India.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint Anupam For For Anupam Kulshrehtha was
September Kulshreshtha (DIN: the Comptroller and Auditor
2019 07352288) as an General of India. He was first
Independent Director appointed in November 2015.
w.e.f. 20 November 2018 His reappointment is in line
for a period of one year with statutory requirements.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint Sanjay Tandon For Against Sanjay Tandon is cost
September (DIN: 00484699) as an accountant and fellow
2019 Independent Director member of ICAI. He is the
w.e.f. 20 November 2018 managing partner of S.
for a period of one year Tandon & Associates and
Chairperson Competent
group of companies. He
also got re – elected as
the State President of BJP
Chandigarh in January 2013.
We believe his affiliation
may unnecessarily politicize
decisions that the company
will make, and therefore
distract the management
from its core focus.
July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint S.K. For For S. K. Srivastava (IAS)
September Srivastava (DIN: is a former Secretary to
2019 02163658) as an the Government of India,
Independent Director Ministry of Coal. He was first
w.e.f. 20 November 2018 appointed in November 2015.
for a period of one year His reappointment is in line
149
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Adoption of standalone For For There are no adverse
September and consolidated qualifications on financial
2019 financial statements for statements by auditors.
2019
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Confirm interim dividend For For The company paid an
September of Rs.13.1 per equity interim dividend of Rs. 13.
2019 share of Rs.10 each, as 1 per equity share. The
final dividend total outflow on account of
dividend is Rs. 97. 2bn. The
dividend is 92. 8% v/s 132.
6% in the previous year.
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Ms. Reena For For Ms. Reena Sinha (IRS) is
September Sinha (DIN: 07753040) Joint Secretary and Financial
2019 as a Director Advisor, Ministry of Coal.
She was first appointed on
board in June 2017. Her
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Ms. Loretta For For Ms. Loretta Vas (IAS) was a
September Vas (DIN: 02544627) as former Additional Secretary,
2019 an Independent Director Department of Economics
w.e.f. 17 November 2018 Affairs, Ministry of Finance.
for a period of one year She was first appointed on
board November 2015. Her
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Dr. S.B. For For Dr. S. B. Agnihotri (IAS) was
September Agnihotri (DIN: former Secretary, Ministry of
2019 03390553) as an New & Renewable Energy.
Independent Director He was first appointed
w.e.f. 17 November 2018 on November 2015. His
for a period of one year reappointment is in line with
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Dr. D.C. For For Dr. D. C. Panigrahi was a
September Panigrahi (DIN: former Director at Indian
2019 07355591) as an Institute of Technology
Independent Director (Indian School of Mines).
w.e.f. 17 November 2018 He was first appointed
for a period of one year in November 2015. His
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Dr. Khanindra For For Dr. Khanindra Pathak is
September Pathak (DIN: 07348780) currently Professor and Ex –
2019 as an Independent HOD of Department of Mining
Director w.e.f. 17 Engineering, IIT Kharagpur.
November 2018 for a He was first appointed on
period of one year board in November 2015.
His reappointment is line with
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Vinod Jain For For Vinod Jain is a fellow
September (DIN: 00003572) as an member of ICAI, ICSI and
2019 Independent Director ICWA. He is the Managing
w.e.f. 17 November 2018 Partner of Vinod Kumar
for a period of one year & Associates, Chartered
Accountants. He is also
former National President
of ANMI (Association of
National Stock Exchanges
members of India). He was
appointed in November
2015. His reappointment is in
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Ratify remuneration For For The total remuneration
September of Rs.201,094 paid to paid to the cost auditors is
2019 Balwinder & Associates, reasonable compared to the
cost accountants for size and scale of operations.
FY19
150
July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Appoint Sanjiv Soni (DIN: For For Sanjiv Soni is a fellow
September 08173558) as a Director member of ICAI and ICWA.
2019 (Finance) w.e.f. 10 July He was previously with
2019 for a period of two Eastern Coalfields Ltd as
years at terms set by the Director (Finance). He is
Government of India liable to retire by rotation. His
terms of appointment are not
requirements.
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Adoption of standalone For For Financial analysis is helpful.
2019
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Confirm interim dividend For For The total outflow on account
September of Rs. 3.58 per equity of dividend is Rs. 65. 4bn.
2019 share and declare final The dividend payout ratio
dividend of Rs.2.50 per is 55. 6% v/s 49. 1% in the
share previous year.
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To reappoint A.K. Gupta For For A. K. Gupta, 59, has been
September (DIN: 07269906) as a on the board of NTPC
2019 Director for two years. He is the
Director of Commercial. His
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Fix remuneration of For For For FY19, audit remuneration
September statutory auditors to was Rs. 17. 6 mn and Rs.
2019 be appointed by the 18. 6 mn on a standalone
Comptroller and Auditor and consolidated basis. The
General (C&AG) of India amounts are commensurate
for FY20 with the size and complexity
of the company: we expect
audit remuneration in FY20
to be in same range. The
Statutory Auditors of NTPC
for FY20 are yet to be
appointed by the C&AG.
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To reappoint Dr. Gauri For For Dr. Gauri Trivedi, 59, is a
September Trivedi (DIN: 06502788), Retired IAS Officer. She
2019 as Independent Director was first appointed as an
for a year with effect from independent director on the
16 November 2018 board of NTPC in 2015 for
a term of three years. Her
151
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To increase the borrowing For For NTPC is in a rapid capacity
September limit to Rs.2,000 bn from addition mode with projects
2019 Rs.1,500 bn to be funded by debt & equity
in the ratio of 70:30 and
renewable energy projects
in the ratio of 80:20. As on
31 March 2019, the total
consolidated debt of NTPC
Limited stood at Rs. 1617.
2 bn. Debt to Net worth was
1. 5x and debt to EBITDA
was 7. 5x. NTPC’s bank
loans are rated CRISIL AAA/
CRISIL A1+, which denotes
highest degree of safety
of financial obligations.
These instruments carry
lowest credit risk. Our
recommendation takes
into account the financial
flexibility arising from NTPC’s
large sovereign ownership,
and its ability to raise funds
from the domestic/foreign
banking system and capital
markets at competitive rates.
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To create mortgage For For NTPC would need to create a
September and/or charge over charge on its assets to raise
2019 movable and immovable incremental debt: secured
properties of the debt usually carries a lower
company interest cost than unsecured
debt. This is linked to the
Resolution #7.
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Ratify remuneration of For For The remuneration to be
September Rs. 3.7 mn payable to as paid to the cost auditor is
2019 cost auditors for FY20 reasonable compared to
July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Private placement of non- For For The proposed issuance
September convertible debentures/ will be carved out of the
2019 bonds aggregating to company’s borrowing
Rs.150 bn limit of Rs. 2000 bn to be
approved by shareholders
in resolution #6. NTPC’s
debt programmes are rated
CRISIL AAA/Stable/CRISIL
A1+, which denote the
highest level of safety with
regard to timely servicing of
financial obligations.
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Adoption of statements For For Financial analysis useful.
September PETROLEUM CORPN. for the year ended 31
2019 LTD. March 2019
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Confirm interim dividend For For The total outflow on account
September PETROLEUM CORPN. of Rs. 2.73 per equity of dividend is Rs. 29. 2 bn.
2019 LTD. share and declare final The dividend payout ratio
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To reappoint Vinod For For Vinod Shenoy, 56, has
September PETROLEUM CORPN. Shenoy (DIN 07632981) been on the board of NTPC
2019 LTD. as a Director since November 2016,
close to 3 years. He is the
Director Refineries. His
152
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To appoint Subhash For For Subhash Kumar, 57, is
September PETROLEUM CORPN. Kumar (DIN 07905656) a Cost Accountant and
2019 LTD. as a Director Company Secretary and the
Director Finance ONGC. In
addition to ONGC, he has
also worked for Petronet
Lng Limited and Mansarovar
Energy Columbia Limited.
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To appoint Sunil Kumar For For Sunil Kumar, 48, is Joint
September PETROLEUM CORPN. (DIN 08467559) as Secretary (Refineries),
2019 LTD. Government Nominee Ministry of Petroleum &
Director Natural Gas, New Delhi
since May, 2019. He is
the Government Nominee
Director on board and his
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To appoint G. Rajendran For For G. Rajendran Pillai, 59, is an
September PETROLEUM CORPN. Pillai (DIN 08510332), as advocate in the District Court
2019 LTD. Independent Director with of Kollum. His appointment
effect from 15 July 2019 is in line with statutory
requirements.
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Approve payment For For The company has appointed
September PETROLEUM CORPN. of Rs.400,000 as ABK & Associates and
2019 LTD. remuneration to Dhananjay V Joshi &
cost auditors, ABK Associates as cost
& Associates and auditors for FY20. The
Dhananjay V Joshi & total remuneration of Rs.
Associates, for FY20 200,000 each proposed to
be paid to the cost auditors is
July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Approve related party For For HMEL is a joint venture
September PETROLEUM CORPN. transactions amounting of HPCL (48. 9%) and
2019 LTD. to Rs.517.6 bn with Mittal Energy Investments
HPCL Mittal Energy Pte. Ltd (MEI), Singapore
Limited in FY21 and (51. 1%). The company
revised related party proposes purchase and
transactions amount of sale of petroleum products,
Rs.501.9 bn in FY20 employee deputation,
infrastructure charges etc.
From HMEL during FY21.
Further, transactions for
FY20 are expected to be
higher than Rs. 479. 5 bn
approved in the Postal Ballot
held on 20 February 2019.
and at arm’s length.
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management Adoption of standalone For For No qualification in the
2019
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Vinod Rao For For Vinod Rao, 57, a Chartered
September (DIN: 01788921) as Accountant and Finance
2019 Director Director, Diageo Asia Pacific
has been on the board since
May 2016. His reappointment
requirements.
153
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Anand For For Anand Kripalu has been
September Kripalu (DIN: 00118324) Managing Director and CEO
2019 as Managing Director of USL since August 2014.
and Chief Executive During FY19, remuneration
Officer (CEO) for a period paid was of Rs. 191. 0 mn.
of three years with effect His past remuneration has
from 14 August 2019 been aligned to company
performance. His estimated
remuneration at ~Rs. 197.
1mn, although higher
than comparable peers,
size, scale and complexity
of operations. Anand Kripalu
is a professional and his
skills carry a market value.
We expect the company
to be judicious in their
remuneration payouts.
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint D For For D Sivanandhan, 68, has
September Sivanandhan (DIN: been on the board for 6
2019 03607203) as years. His reappointment for
independent director for another period of five years
a period of five years will result in his cumulative
with effect from 30 tenure crossing 10 years.
September, 2019 After crossing 10 years we
independent.
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Mahendra For For Mahendra Sharma, 72, the
September Sharma (DIN: 00327684) erstwhile Chairperson of
2019 as independent director ICICI Bank, has been on the
for a period of five years board since April 2015, close
with effect from 01 April, to 4 years. His reappointment
regulations.
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Rajeev For For Rajeev Gupta, 61, CEO of
September Gupta (DIN: 00241501) Arpwood Capital Limited
2019 as independent director has been on the board
for a period of five years since December 2014. His
with effect from 23 reappointment is in line with
December, 2019 statutory regulations.
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Ms For For Ms Indu Ranjit Shahani, 68,
September Indu Ranjit Shahani Former Principal HR College
2019 (DIN: 00112289) as of Commerce and Economics
independent director for and Founding Dean of Indian
a period of five years School of Management &
with effect from 30 Entrepreneurship (ISME)
September, 2019 Ltd has been on the board
since September 2014. Her
reappointment in line with
July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management Approve additional For For "The purpose of the loan
September loans and guarantees and guarantees amounting
2019 to Pioneer Distilleries to Rs. 2. 0 bn and Rs. 2. 5
Limited (PDL), a 75% bn respectively is to fund
subsidiary PDL’s capital expenditure
and meeting its working
capital needs. PDL supplies
Extra Neutral Alcohol (‘ENA’)
exclusively to USL and
provides bottling facilities
for USL. PDL provides a
large portion of the raw
material requirement of
USL in Maharashtra and
Karnataka. Therefore, it is
strategically important for
USL to extend support to
PDL. Therefore, providing
credit support to PDL is in
USL’s long-term interest. "
154
July 2019 - 21-Aug-2019 AXIS BANK LTD. Postal Ballot Management Approve issue of For For Axis Bank proposed to raise
September securities for an amount funds upto Rs 180. 0 bn
2019 upto Rs 180.0 bn through issue of securities.
Assuming securities are
issued at current market
price of Rs. 719. 65 per
share, Axis Bank will issue
250. 1 mn equity shares
to raise the entire Rs 180.
0 bn. The promoter stake
will fall from 18. 1% on 30
June 2019 to 16. 5% post
the issue. This issuance will
lead to a dilution of 8. 9% on
the expanded capital base.
The funds are needed by
the bank to fuel growth while
maintaining strong capital
adequacy ratios in the future.
All shareholders including
promoters will be diluted
equally.
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Adoption of financial For For No qualification in auditor's
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Declare final dividend For For Abbott India proposes to
September of Rs.50.0 and special declare a final dividend
2019 dividend of Rs.15.0 per of Rs. 50 per share and a
equity share of Rs.10 special dividend of Rs. 15. 0
each per share. In FY19, the total
payout ratio is 36. 9% v/s
35% in FY18.
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint Jawed Zia For For Jawed Zia is the Vice
September (DIN: 00191276) as President, Established
2019 Non-Executive Non- Pharmaceuticals, Abbott. He
Independent Director retires by rotation and his
who retires by rotation reappointment is in line with
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint Kaiyomarz For For Kaiyomarz Marfatia has been
September Marfatia (DIN: 03449627) associated with Abbott for 23
2019 as Non-Executive Non- years. He retires by rotation
Independent Director and his reappointment
who retires by rotation is in line with statutory
requirements. He served
as a Director of Legal &
Secretarial for Abbott India
Limited from 2002 to 2016.
Since then, he has been
serving as Non-Executive
Non-Independent Director on
the board.
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint S R B C & CO For For S R B C & CO LLP was
September LLP as statutory auditors appointed as the statutory
2019 for a period of five years auditor in August 2014. Their
and fix their remuneration reappointment as statutory
at Rs.9.91 mn for FY20 auditors is in line with our
Even so, we raise concern
over any potential impact of
RBI’s ban on undertaking
bank audits of an associate
firm within the same audit
network, and the company
must consider appointing
joint auditors to mitigate this
risk.
155
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Ratify the remuneration For For The remuneration of Rs.
September of Rs. 665,000 to be 665,000 proposed to be paid
2019 paid to Kishore Bhatia & to the cost auditor in FY20 is
Associates, cost auditor reasonable compared to the
for FY20 size and scale of operations.
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Appoint Sudarshan Jain For For Sudarshan Jain has over 35
September (DIN: 00927487) as an years of experience in the
2019 Independent Director for Indian healthcare industry
a period of three years and has served as Vice
from 1 April 2019 President of Organization of
Pharmaceuticals Producers
of India (OPPI). His
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Appoint Mark Murphy For For Mark Murphy II has been
September II (DIN: 08385393) as associated with Abbott
2019 Non-Executive Non- Laboratories since 2003
Independent Director and is currently the Vice
liable to retire by rotation President, Business and
Technology Services, Abbott.
He will retire by rotation and
his appointment is in line with
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint Rajiv Sonalker For For Rajiv Sonalker has over
September (DIN: 07900178) as a 30 years of professional
2019 Wholetime Director from experience and is the
8 August 2019 to 30 CFO. He is proposed to be
June 2021 and fix his reappointed as a Wholetime
remuneration Director from 8 August
2019 to 30 June 2021. He
is a professional whose
skills carry market value.
for FY20 is in line with peers
business. He will receive
stock options/ restricted stock
units only from its global
parent, Abbott Laboratories,
USA and not from Abbott
India: such remuneration
structures could potentially
create a conflict of interest.
July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Approve related party For For Transactions with Abbott
September transaction aggregating Products Operations
2019 to 6.5 bn with Abbott AG, Switzerland in FY19
Products Operations AG, amounted to ~Rs. 3. 4
Switzerland for FY20 and bn. The transactions will
onwards be in the ordinary course
of business and on arms’
length basis. Although we
do not favour resolutions
that seek approvals for an
indefinite period of time, we
recognize that the company
will need further approvals
once the aggregate value of
the transactions exceeds Rs.
6. 5 bn.
July 2019 - 23-Aug-2019 DIVI'S AGM Management Adoption of financial For For No qualification in the
September LABORATORIES LTD. statements for the year auditor's report.
July 2019 - 23-Aug-2019 DIVI'S AGM Management Declare final dividend of For For The total dividend for FY19
September LABORATORIES LTD. Rs.16.0 per equity share is Rs. 16. 0 per share and
2019 (face value of Rs.2.0) the total dividend outflow
37. 8%.
156
July 2019 - 23-Aug-2019 DIVI'S AGM Management Reappoint Kiran S. Divi For For Kiran S Divi is an executive
September LABORATORIES LTD. (DIN: 00006503) as director and belongs to
2019 Director liable to retire by the promoter group. His
rotation reappointment is in line with
July 2019 - 23-Aug-2019 DIVI'S AGM Management Reappoint Ms. Nilima For For Ms. Nilima Motaparti is
September LABORATORIES LTD. Motaparti (DIN: an executive director and
2019 06388001) as Director belongs to the promoter
liable to retire by rotation group. She has been
associated with the company
since July 2012. Her
July 2019 - 23-Aug-2019 DIVI'S AGM Management Appoint Ms. Sunaina For For Sunaina Singh is the Vice
September LABORATORIES LTD. Singh (DIN: 08397250) Chancellor of Nalanda
2019 as an Independent University. Her appointment
Director for a term of five is in line with all statutory
years from 28 March requirements.
2019 till 27 March 2024
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Adoption of standalone For For The auditor has not offered
September LTD. and consolidated any qualification on the
2019
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management To declare a final For For The total dividend outflow
September LTD. dividend of Rs. 35.0 per including dividend tax is Rs.
2019 share on a face value Rs. 0. 4 bn. The dividend pay-out
10.0 each ratio is 36. 7%.
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Deepak Jain For For Deepak Jain, 44, is the
September LTD. (DIN: 00004972) as chairperson and among
2019 Director the promoters of the
company. He has attended
5 out of 6 i. E. 83% of the
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Ratify remuneration of For For The total remuneration
September LTD. Rs. 0.175 mn to Jitender proposed to be paid to the
2019 Navneet & Co. as cost cost auditors in FY20 is
auditors for FY20 reasonable compared to
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Koji Sawada For For Koji Sawada, 56, is a
September LTD. (DIN: 07582189) as Nominee Director of Stanley
2019 Executive Director for Electric Co. Limited. The
three years w.e.f. 9 company proposes to
August 2019 and fix his reappoint him as Executive
remuneration Director for three years
w. E. F. 9 August 2019
and fix his remuneration.
Koji Sawada was paid a
in FY19 which amounts to
0. 35x the median employee
remuneration. The estimated
remuneration of ~Rs. 1. 8
mn for FY20 is in line with
peers and commensurate
with the scale and size of the
company.
157
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Ratify remuneration to For For Vineet Sahni, 54, was
September LTD. Vineet Sahni as CEO & appointed as CEO and
2019 Senior Executive Director senior Executive Director
for FY19 of the company on 1 April
shareholders’ approval to
ratify the annual increment
at the rate of 17% and
commission at the rate of
1% of net profit paid to him in
FY19. Vineet Sahni was paid
mn in FY19 which amounts to
the peers and commensurate
company. The overall pay
structure is open-ended and
gives the board discretionary
powers in deciding his
variable pay components.
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Approve increase of 20% For For Vineet Sahni, 54, was
September LTD. in fixed components of appointed as CEO and
2019 the remuneration payable senior Executive Director
to Vineet Sahni as CEO of the company on 1 April
and Senior Executive 2018. The company seeks
Director for FY20 shareholders’ approval
to increase the fixed
components of remuneration
by 20% payable to him in
FY20. Vineet Sahni was paid
mn in FY19 which amounts to
company. The overall pay
structure is open-ended and
gives the board discretionary
powers in deciding his
variable pay components.
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Appoint Ms. Ritika Modi For For Ms. Ritika Modi, 53, is
September LTD. (DIN: 00463560) as the Regional President at
2019 Independent Director UNIGLOBE Travel South
for five years w.e.f. 28 Asia. She was appointed
July 2018 as Additional Director of the
company on 28 July 2018.
She has attended 3 out of
4 i. E. 75% of the meetings
held during her tenure in
FY19. Her appointment is
requirements.
158
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Avinash For Against Avinash Parkash Gandhi,
September LTD. Parkash Gandhi 81, is the former President
2019 (DIN: 00161107) as of Hyundai Motors India.
Independent Director He has been on the board
for five years w.e.f. of Lumax Industries since
22 August 2019 till July 2002 (17 years). He is
21 August 2024 and proposed to be appointed
approve his continuation as Independent Director for
on the board five years from 22 August
2019 till 21 August 2024.
Further, the company also
board post attaining 75 years
of age, in line with recent
changes in SEBI’s LODR.
reappointment. Since the
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Munish For Against Munish Chandra Gupta,
September LTD. Chandra Gupta 81, is the former Advisor at
2019 (DIN: 01362556) as United Nations Industrial
Independent Director Development Organization.
for five years w.e.f. He has been on the board
22 August 2019 till of Lumax Industries since
21 August 2024 and June 2007 (12 years). He
approve his continuation is proposed to be appointed
on the board as Independent Director for
five years from 22 August
2019 till 21 August 2024.
Further, the company also
board post attaining 75 years
of age, in line with recent
changes in SEBI’s LODR.
159
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Dhiraj Dhar For Against Dhiraj Dhar Gupta, 69, is
September LTD. Gupta (DIN: 01089718) the Promoter Director at
2019 as Independent Director KSS Abhishek Auto Private
for five years w.e.f. Limited. He has been on
22 August 2019 till 21 the board of the company
August 2024 since July 2008 (11 years).
July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Rattan Kapur For For Rattan Kapur, 62, is the
September LTD. (DIN: 00304573) as President at ACMA and
2019 Independent Director Chairperson at Haryana
for five years w.e.f. State Council of CII. He has
22 August 2019 till 21 been on the board of the
August 2024 company since May 2010 (9
years). He has attended all
the meetings held in FY19.
independent, once his overall
a tenure of ten years.
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management Adoption of financial For For No qualifications from
September COMPANY LTD statements for the year auditors.
July 2019 - September 2019
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To approve remuneration For For The Comptroller & Auditor
September COMPANY LTD aggregating to Rs.5.7 General of India (C&AG)
2019 mn (plus out of pocket has yet to appoint statutory
expenses) to statutory auditors for FY20. The audit
auditors, to be appointed remuneration of Rs. 5. 7 mn
by the Comptroller and each for annual audit and
Auditor General of India Rs. 1. 7mn for half yearly
for FY20 audit for FY20 is reasonable
company’s size and scale of
operations.
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To reappoint Ms. For Against Ms. Joji Sekhon Gill, 54, and
September COMPANY LTD Joji Sekhon Gill Strategic Human Resources
2019 (DIN 05310881) as Director- DuPont has been
Independent Director for on the board for 3 years.
a period of two years, She attended 29% of the
with effect from 07 meetings in FY19 and 39%
September 2019 of the board meetings held
to re-appointment.
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To continue Raj For For Raj Narain Bhardwaj, 74, Ex-
September COMPANY LTD Narain Bhardwaj (DIN: Chairperson of LIC has been
2019 01571764) directorship on the board for 6 years as
as Independent Director an Independent Director. He
on attaining 75 years will be turning 75 years of
of age age on 08 May 2020. Recent
changes in SEBI’s LODR
require directors having
through a special resolution
before 1 April 2019.
160
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To revise remuneration For For Sanjeev Nautiyal, 58, has
September COMPANY LTD of Sanjeev Nautiyal (DIN: been with the State bank of
2019 08075972) with effect India for 32 years. He was
from 01 April 2019 appointed as Managing
Director and CEO at the
AGM held on 27 September
2018. During FY19, his
remuneration was Rs7. 0 mn.
For FY20 his remuneration
is estimated at Rs. 5. 5
mn as the allowances and
perquisites value is estimated
at Rs. 2. 1 mn versus Rs. 7.
5 mn in the prior year. This is
lower than industry peers but
is but in compliance with ‘SBI
Top Executive Special Scale
II officials’.
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To permit foreign portfolio For For In order to align the FPIs
September COMPANY LTD investors to acquire and limit with the sectoral
2019 hold equity shares of cap prescribed under the
the company upto an Consolidated FDI Policy,
aggregate limit of 49% of SBI Life is proposing to
paid-up equity capital permit FPIs to invest in the
company up to an aggregate
limit of 49% of the paid-up
equity share capital. As on
30 June 2019, FPIs and FIIs
shareholding in the Company
was 19. 4% of the paid-up
equity share capital of the
company. The increased limit
will provide flexibility to the
company in order to comply
with regulatory norms and
normally results in enhanced
shareholder value.
July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To appoint Gregory For For Gregory Michael Zeluck,
September COMPANY LTD Michael Zeluck as 57, is a Graduate Magma
2019 Director Cum Laude from Princeton
University. He has been
working with Carlyle since
July 1998. Prior to Carlyle,
he has worked with Merrill
Lynch as part of its Asian
High Yield team and thirteen
years at Lehman Brothers
in its Merchant Banking and
Corporate Finance groups.
He has been nominated by
CA Emerald Investments
which has a 9% shareholding
in the company and is an
affiliate of Carlyle Asia
Partners V.
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Adoption of financial For For Financial analysis is useful.
September LTD. statements for the year
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management To declare final dividend For For The total dividend for FY19 is
September LTD. of Rs. 7 per share (face Rs. 7 per equity share, while
2019 value Rs. 2.0) for FY19 it paid a dividend of Rs. 6. 2
in FY18. The total dividend
outflow (including dividend
tax for FY19) is Rs. 5. 5 bn
is 107. 5%.
161
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Kumar For For Kumar Mangalam Birla, 52,
September LTD. Mangalam Birla represents the promoter
2019 (DIN: 00012813) as family on the board. He
Non-Executive Non- attended 50% of board
Independent Director meetings in FY19 and 60%
over the three-year period.
We have a three-year
the three-years prior to
re-appointment, but since
Kumar Mangalam Birla is the
promoter of the company, we
support his reappointment.
We expect directors to
take their responsibilities
meetings.
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Ms. For For Ms. Usha Sangwan, 61,
September LTD. Usha Sangwan is the Nominee of LIC of
2019 (DIN: 02609263) as India. Her reappointment
Independent Director requirements.
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Approve continuation For Against Arun Thiagarajan, 75, is the
September LTD. of Arun Thiagarajan Chairperson, Westrup A/S.
2019 (DIN: 00292757) as He has served on the board
Independent Director, till for the past three years. Arun
the end of his term in 6 Thiagarajan has crossed the
May 2021 age of 75 years. In line with
this regulatory change, the
company is also seeking to
ratify their continuation on
the board for the remainder
of their term, till the 6 May
2021. He has served as
an independent director
in Vodafone Idea Limited
(a group company) since
2 September 2006, thus
we classify him as non-
independent due to his long
the group. If the company
board, it must consider his
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Cyril Shroff For Against Cyril Shroff, 60, is Managing
September LTD. (DIN: 00018979) as an Partner at Cyril Amarchand
2019 Independent Director Mangaldas. He has attended
in FY19 and 33% of the
meetings over the past three
board meetings: We have a
appointment. Further, Cyril
Shroff has served on the
board for the past 19 years.
162
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Dr. For For Dr. Thomas Connelly, 67, is
September LTD. Thomas Connelly, Jr. the Executive VP, DuPont do
2019 (DIN: 03083495) as Brasil S. A. He has served on
Independent Director the board for the past nine
for a further term of five years. His reappointment
years from 23 July 2019 for a further term is in line
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint O P Rungta For For O P Rungta, 77, has vast
September LTD. (DIN: 00020559) as experience in manufacturing
2019 Independent Director industry and is a Finance and
for a further term of five Management Consultant.
years from 25 September He has served on the board
2019 for the past five years. His
reappointment for a further
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Appoint N Mohanraj For For N Mohanraj, 65, was the
September LTD. (DIN: 00181969) as former ED of LIC of India.
2019 Independent Director for He served as non-executive
a term of five years from non-independent director of
12 July 2019 Grasim Ltd. From 21st June
2012 to 23rd May 2018,
representing LIC on the
board. Given that a three-
year cool-off period was
not observed, since he last
served on the board, we
consider his overall tenure
on board as six years. His
July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Approve remuneration of For For The total remuneration
September LTD. Rs. 1.50 mn for DC Dave proposed is reasonable
2019 & Co. and Rs. 0.22 for compared to the size and
MR Dudani & Co. as cost scale of the company’s
auditors for FY20 operations.
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Adoption of standalone For For The financial statements do
September SERVICES LTD financial statements for not given have any qualified
2019 the year ended 31 March opinion on the financial
2019 statements of the company.
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Adoption of consolidated For For The financial statements do
September SERVICES LTD financial statements for not given have any qualified
2019 the year ended 31 March opinion on the financial
2019 statements of the company.
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Adoption of Auditor’s For For The financial statements do
September SERVICES LTD Report and the Report not given have any qualified
2019 of the Board of Directors opinion on the financial
for the year ended 31 statements of the company.
March 2019
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Reappoint Manish For For Manish Sabharwal, 50, is
September SERVICES LTD Mahendra Sabharwal the promoter and has served
2019 (DIN: 00969601) as on the board for the past 20
Executive Chairperson years. He retires by rotation
requirements.
163
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Appoint Zarir Batliwala For For Zarir Batliwala has over
September SERVICES LTD (DIN: 01028343) as an four decades of experience
2019 Independent Director in legal and human
resource management,
with a strong exposure to
business and leadership and
organizational development.
He is currently Partner at
the HRM Practitioners. His
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Approve TeamLease For For The maximum number of
September SERVICES LTD Services Limited - shares that may be issued
2019 Employees Stock under the TeamLease
Appreciation Rights 2019 ESAR 2019 is 1. 5% of paid
(ESAR 2019) under up capital aggregating to
which 256,450 stock 256,450 stock options. As
options will be issued the options will be issued
at market price on the date
of grant, which aligns the
interests of employees with
that of shareholders.
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Approve grant of stock For For The company proposes
September SERVICES LTD options to the employees to extend the TeamLease
2019 of subsidiaries of ESAR 2019 scheme to the
the company under employees of its subsidiary
TeamLease Services companies. Our view on this
Limited - Employees resolution is linked to our
Stock Appreciation Rights opinion on resolution #6.
2019 (ESAR 2019)
July 2019 - 23-Aug-2019 TEAMLEASE AGM Management To delete clauses relating For For Under the Companies
September SERVICES LTD to ‘Common Seal’ from (Amendment) Act, 2015,
2019 the Articles of Association the requirement of having
(AoA) a common seal was made
optional. In line with this,
the company proposes to
make alteration in their AoA
to dispense with the use of
their Common Seal. We raise
the transparency flag, as the
company has not disclosed
their AoA. The proposed
change in AoA is operational
in nature.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Adoption of financial For For No qualification in the
September CO. LTD. statements for the year auditor's report.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Reappoint Onkar For For Onkar Singh Pasricha is a
September CO. LTD. Singh Pasricha (DIN: part of the promoter family.
2019 00032290) as Director, He has attended 83% of the
eligible to retire by board meetings in FY19.
rotation He is liable to retire by
requirements.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve related party For For The transactions with
September CO. LTD. transactions aggregating TCNS Ltd (upto Rs. 0. 7
2019 Rs. 0.75 bn TCNS bn) are primarily related
Limited pertaining to to execution of job work
execution of job work contracts and purchase.
contracts These transactions are in the
and will be at arm’s length.
164
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve revision For Against Saranpreet Pasricha is the
September CO. LTD. of remuneration of son of Onkar Singh Pasricha
2019 Saranpreet Pasricha, (Executive Chairperson) and
Head (International is the Head of International
Business), who holds an Business. We believe the
office of profit proposed remuneration for
Saranpreet Pasricha of Rs.
12. 0 mn is not commensurate
with the size and scale of
the Rs. 59 mn International
Business operations.
Further, we expect the
company to provide a more
detailed profile of Saranpreet
Pasricha and provide the
details and break-up of
his earlier remuneration
structure. Further, the
resolution needs to have
a validity: shareholders
to periodically validate his
appointment.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve remuneration of For Against Anant Kumar Daga is
September CO. LTD. Anant Kumar Daga, MD, the Managing Director
2019 for the remaining tenure and owned 5. 87% of the
of his appointment w.e.f. company’s equity on 30 June
1 April 2019 2019. In FY19, Anant Kumar
Daga was paid Rs. 24. 1 mn
(131. 73x the median salary),
without stock options. His
proposed remuneration for
FY20 is estimated at Rs.
27. 4 mn. The company
has clarified that he will
not be granted ESOPs in
FY20. Even so, he has been
granted ESOPs in the past
at a significant discount to
market price which resulted
into a perquisites value of
Rs. 595. 7 mn. We do not
support stock option grants
at a significant discount to
market price. We believe
stock options are ‘pay at risk’
and that by issuing these at
a discount, the company
has protected the downside
risks. The issuance of stock
options does not align the
interests of employees with
that of shareholders, to that
extent.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve payment For For At present, except for
September CO. LTD. of commission to the sitting fees, the
2019 Independent Directors company does not pay any
not exceeding 1% of remuneration/ compensation
net profits from FY20 to Independent Directors. We
onwards estimate the commission for
FY20 to be at 17. 8 mn. As
a measure of transparency,
we expect companies to
fix the absolute amount of
executive directors. Also, we
do not encourage companies
165
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Ratify TCNS ESOP For Against Under the TCNS ESOP
September CO. LTD. Scheme 2014-17 under Scheme 2014-17, 23. 6 mn
2019 which 23.6 mn options stock options can be granted.
will be granted The exercise price of all
these options will be decided
by the Nomination and
Remuneration Committee,
which could well be at
face value. In the past, the
exercise price of TCNS’s
existing schemes have
been at a deep discount
to market price. We do not
issue price is likely to be at a
price.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Ratify TCNS ESOP For Against Under the TCNS ESOP
September CO. LTD. Scheme 2018-23 under Scheme 2018-23, 6. 5
2019 which 6.5 mn options will mn stock options can be
be granted granted. The exercise price
of all these options will be
Rs. 373. 26, which is at a
significant discount to current
market price. We do not
issue price is likely to be at a
price.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Ratify the grant of options For Against The company may grant
September CO. LTD. in excess of 1% of the shares equal to or exceeding
2019 issued capital to specified 1% of the share capital,
employees under TCNS during any one year to the
ESOP Scheme 2018-23 identified employee(s).
However, we do not favour
schemes where the exercise
price is at a significant
discount to market price. Our
opinion on this resolution
is linked to our opinion on
Resolution #8.
July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Amend TCNS ESOP For Against The company also seeks
September CO. LTD. Scheme 2018-23 to amend the TCNS ESOP
2019 Scheme 2018-23 under
which a maximum of
6,467,817 options under
the Scheme 2018-23 shall
be apportioned into various
categories with the vesting
period for the category
“Other Employees Upfront
ESOP Pool” being over a
period ranging from one to
five years from the date of
grant. However, our opinion
on this resolution is linked to
our opinion on Resolution #8.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management Adoption of standalone For For The auditor has not offered
September LTD. and consolidated any qualified opinion on the
2019
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management Declare final dividend of For For The total outflow (including
September LTD. Rs.80 per share (face dividend tax for FY19) is Rs.
2019 value Rs. 5.0) 29. 1bn, and the dividend
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint Toshihiro For For Toshihiro Suzuki, 60, part of
September LTD. Suzuki (DIN: 06709846) the promoter family has been
2019 as Director, liable to retire on the board of MSIL for
by rotation the past six years. He is the
President (CEO and COO)
and Representative Director
of Suzuki Motor Corporation.
166
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint Kinji Saito For For Kinji Saito, 60 has been on
September LTD. (DIN:00049067) as the board of MSIL for the past
2019 Director, liable to retire by six years. He is the Executive
rotation General Manager- Global
Automobile Marketing and
Division General Manager-
Asia Automobile Division at
Suzuki Motor Corporation.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint Kenichi For For Kenichi Ayukawa, 63,
September LTD. Ayukawa (DIN:02262755) Managing Director and CEO
2019 as Managing Director has been on the board for
and CEO with effect from the past eleven years. During
01 April 2019 for a period FY19, remuneration paid
of three years and fix his to Kenichi Ayukawa was
remuneration Rs. 50. 1mn. His proposed
at Rs. 50. 2 mn similar to
the prior year. The proposed
remuneration is comparable
to peers, and commensurate
of the business.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Takahiko For For Takahiko Hashimoto, 53,
September LTD. Hashimoto (DIN: Director Marketing and
2019 08506746) as Director Sales at MSIL, has been
(Marketing & Sales) from associated with Suzuki Motor
27 July 2019 for a period Corporation since 1995. His
of three years and fix his proposed remuneration is
remuneration estimated at Rs. 33. 0mn
and is comparable to peers,
business.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint D S Brar For Against D S Brar, 66, and Promoter,
September LTD. (DIN: 00068502) as Davix Management Services
2019 Independent Director for Pvt Ltd has been on the
five years with effect from company’s board for the
28 August 2019 past for 13 years. Although
his reappointment is
appointment.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint R P Singh For For R P Singh, 67, retired IAS
September LTD. (DIN: 02943155) as officer and Ex-Chairperson
2019 Independent Director for – NHAI has been on the
five years with effect from board for the past six years.
28 August 2019 His reappointment for a
period of further five years
will result in his cumulative
After crossing a tenure of 10
non-independent.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Ms. Lira For For Lira Goswami, 60, is
September LTD. Goswami (DIN: the founding partner of
2019 00114636) as Associated Law Advisers.
Independent Director for She has more than 35 years
five years with effect from of experience in international
28 August 2019 transactional work, strategic
advisory work, mergers and
acquisitions and regulatory
work, she also advises on
trade, investment, financial
structuring and regulatory
issues. Her appointment
requirements.
167
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Hiroshi For For Hiroshi Sakamoto, 59,
September LTD. Sakamoto (DIN: serves as Executive General
2019 02209076) as Director Manager, Finance at Suzuki
Motor Corporation. He has
been with Suzuki Motor
Corporation since 1983 and
during his tenure has worked
in several roles. He was also
Executive Officer (Finance)
at MSIL from 2008 to 2013.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Hisashi For For Hisashi Takeuchi, 55, serves
September LTD. Takeuchi (DIN: as Managing Officer, Deputy
2019 07806180) as Director Executive General Manager,
Global Automobile Marketing
at Suzuki Motor Corporation.
He has been with Suzuki
Motor Corporation since
1986 and during his tenure
has worked in several roles.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To approve increase For For During FY19, the total
September LTD. in the upper limit of commission paid to non-
2019 commission payable executive / independent
to non-executive / directors amounted to Rs.
independent directors 27. 4mn (0. 04% of PAT)
from Rs.30 mn to Rs.50 which is below the set cap of
mn Rs. 30. 0 mn. It is observed
that for each of the last five
years, the total commission
paid to all the nonexecutive
directors has remained below
1% of the company’s net
profit. Average commission
paid for the last five years is
Rs. 22. 8mn. The rationale
for increase in the limits
proposed by MSIL is the
increased responsibilities.
The quantum of commission
payable, if any, to an
individual non-executive
director would, inter alia,
depend upon the attendance
at board / committee
meetings, the time devoted
to Company work, etc.
July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To ratify remuneration For For "The total remuneration
September LTD. of Rs.240,000 payable proposed is reasonable
2019 to RJ Goel & Co. cost compared to the
auditors for FY20 size and scale of the
company’s operations. "
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Adoption of standalone For For Financial analysis is useful.
2019
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management To declare a final For For In addition to the final
September dividend of Rs. 4.5 per dividend, the company has
2019 equity share of face value paid an interim dividend of
Rs. 10.0 each Rs 5. 5 per equity share.
The total dividend outflow
including dividend tax is Rs.
18. 1 bn. The dividend pay-
out ratio is 83. 8%.
168
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Reappoint M. M. Kutty For For M. M. Kutty, 58, is the
September (DIN: 01943083) as Chairperson of the company
2019 Director and is a secretary to the
Government of India in
Ministry of Petroleum
and Natural Gas. He
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Reappoint Shashi For For Shashi Shanker, 58, is the
September Shanker (DIN: 06447938) Nominee Director appointed
2019 as Director by ONGC. He was first
appointed on 17 October
2017 and ceased to be a
director from 24 July 2018.
He was again appointed as
Director on 7 August 2018.
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint D. Rajkumar For For D. Rajkumar, 58, is the
September (DIN: 00872597) as Nominee Director appointed
2019 Director by BPCL. He was first
appointed on the board on
1 October 2016 and ceased
to be a director from 19 July
2018. He was appointed
as Additional Director on
2 November 2018. The
company seeks to appoint
him as Non-executive Non-
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Sanjiv Singh For For Sanjiv Singh, 59, is the
September (DIN: 05280701) as Nominee Director appointed
2019 Director by IOCL. He was appointed
as Additional Director on
3 November 2018. He is
proposed to be appointed
as Non-Executive Non-
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Sunil For For Sunil Kumar Srivastava,
September Kumar Srivastava 64, is the former CMD of
2019 (DIN: 02809123) as Oil India Limited. He was
Independent Director appointed as Additional
for three years w.e.f. 2 Director on 2 November
November 2018 2018. He is proposed to be
appointed as Independent
Director for three years w.
E. F. 2 November 2018. His
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Siddhartha For For Siddharth Shekhar Singh,
September Shekhar Singh 46, is the Senior Associate
2019 (DIN: 06873925) as Dean & Associate Professor
Independent Director (Marketing) at ISB,
for three years w.e.f. 2 Hyderabad and Mohali.
November 2018 He is proposed to be
appointed as Independent
Director for three years w.
E. F. 2 November 2018. His
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Arun Kumar For For Arun Kumar, 61, is a retired
September (DIN: 03570776) as IAS officer. He is proposed to
2019 Independent Director be appointed as Independent
for three years w.e.f. 9 Director for three years w.
April 2019 E. F. 2 November 2018. His
169
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Ratify remuneration For For The total remuneration
September of Rs. 0.12 mn to M/s proposed to be paid to the
2019 Chandra Wadhwa & Co. cost auditors in FY20 is
as cost auditors for FY20 reasonable compared to
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve related party For For The company has an
September transactions for FY20 existing arrangement with
2019 companies including BPCL,
IOCL, GAIL, ONGC, Adani
Petronet (Dahej) Port Pvt
Ltd, Petronet LNG foundation
and Indian LNG Transport
Company Pvt. Ltd for LNG
sales and regasification
services. In FY19, the total
quantum of transactions
amounted to Rs. 367. 1 bn
(~94. 5% of revenues). To
execute these contracts, the
company seeks approval
for transactions to be
undertaken in FY20 with
these entities and its other
associates and JVs. The
aggregate amount for FY20
has not been specified.
However, the company has
specified that all such RPTs
of business and will be
conducted at arms-length.
IiAS understands that the
transactions are an integral
part of the company’s
business operations. Further,
given that the approval is
valid only for a year, IiAS
recognizes that shareholders
will get to review and approve
the transactions on an annual
basis.
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve related party For For The company seeks
September transactions with Bharat shareholders’ approval
2019 Gas Resources Limited to conduct related party
(BGRL) in relation to the transactions with Bharat
transactions previously Gas Resources Limited
held with Bharat (BGRL), which is a wholly
Petroleum Corporation owned subsidiary of Bharat
Limited (BPCL) on similar Petroleum Corporation
terms Limited (BPCL). As a part
of corporate restructuring,
BPCL has transferred its
gas business to BGRL, due
to which it has transferred
its 12. 5% shareholding in
the company along with
commercial agreements for
supply of goods and services
to BGRL.
170
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve amendments For For Bharat Petroleum
September in the Memorandum of Corporation Limited (BPCL)
2019 Association holds 12. 5% shares and
is among the promoters
of the company. As a part
of corporate restructuring,
BPCL transferred its gas
business to Bharat Gas
Resources Limited (BGRL),
a wholly owned subsidiary.
BPCL has, therefore,
transferred its shareholding
in the company along with
commercial agreements for
supply of goods and services
to BGRL. Therefore, the
company intends to amend
the Clause 2 of Part A of
MoA to include transactions
with BGRL in future. The
proposed changes will
have no material impact on
minority shareholders.
July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve amendments in For For The company proposes
September Articles of Association changes in Articles of
2019 Association. These majorly
include substitution of BGRL
as investor shareholder in
place of BPCL. Further, it
includes addition of a new
clause which says that
the company will have to
seek approval from Gujrat
Maritime Board (GMB),
being the owner of the port,
for acquisitions of more than
10% direct or indirect interest
in the company as well as
more than 5% change in
shareholding pattern. The
proposed changes will not
have any material impact on
minority shareholding.
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Adoption of standalone For For Financial analysis is helpful.
September OF INDIA LTD. and consolidated
2019
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Confirm interim dividend For For The total outflow on account
September OF INDIA LTD. of Rs. 5.83 per equity of dividend is Rs. 52. 5bn.
2019 share and declare final The dividend payout ratio
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To reappoint Ravi P. For For Ravi P. Singh, 59, has been
September OF INDIA LTD. Singh (DIN 05240974), on the board of Power Grid
2019 as a Director for seven years. He is the
Director of Personnel. His
171
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Fix remuneration of For For As per Section 142 of the
September OF INDIA LTD. statutory auditors to Companies Act, 2013,
2019 be appointed by the shareholder approval is
Comptroller and Auditor required to authorize the
General (C&AG) of India board to fix the remuneration
for FY20 of statutory auditors at
appropriate level. The auditor
was paid audit fees of Rs.
10. 9 mn towards audit fee
for the Statutory Auditors
for the Financial Year 2018-
19, which is reasonable and
not materially significant
considering the size of the
company. We expect audit
range. The Statutory Auditors
of Power Grid for FY20 are
yet to be appointed by the
C&AG.
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To appoint Rajeev For For Rajeev Kumar Chauhan,
September OF INDIA LTD. Kumar Chauhan (DIN 58, an Electrical Engineer,
2019 02018931), as Director IIT Roorkee has been
associated with Power Grid
since 1994 He is currently
Director Projects. His
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To reappoint Jagdish For For Jagdish Ishwarbhai Patel,
September OF INDIA LTD. Ishwarbhai Patel 54, had been on the board of
2019 (DIN: 02291361), as Power Grid since November
Independent Director for 2015. Post expiry of his
a period of one year from tenure (November 2018), the
17 November 2018 company is seeking approval
for his reappointment for a
year. His reappointment is in
line with statutory obligations.
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To appoint M. N. For For M. N. Venkatesan, 63,
September OF INDIA LTD. Venkatesan (DIN: Chartered Accountant, is a
2019 02126022) as senior partner of M. R. Narain
Independent Director for and Co. He specializes in
a three years with effect Management and Financial
from 11 July 2019 Consultancy and has wide
experience of more than
35 years in the profession
including as Statutory
Central Auditor of Large
Public Sector Banks. His
statutory obligations.
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Ratify remuneration of For For The remuneration to be
September OF INDIA LTD. Rs.0.25 mn for Chandra paid to the cost auditor is
2019 Wadhwa & Co. and reasonable compared to
R.M. Bansal & Co. as the size and scale of the
joint cost auditors for company’s operations.
FY20 and approve
additional remuneration
of Rs.12,500 for Chandra
Wadhwa & Co., the
lead cost auditor, for
consolidated of cost audit
reports
July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Approve private For For The issuance will be within
September OF INDIA LTD. placement of non- the approved borrowing
2019 convertible debentures limit of Rs. 1800 bn of the
(NCDs)/bonds/other debt company. Power Grid’s
securities aggregating debt programs are rated
to Rs.100 bn in up to 20 CRISIL AAA/Stable/CRISIL
tranches A1+, which denotes highest
degree of safety regarding
timely servicing of financial
obligations.
172
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Adoption of financial For For The Auditor has not offered
September statements for the year any qualifications on the
2019 ended 31 March 2019 financial statements of the
company.
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management To declare final dividend For For Tata Metaliks Limited has
September of Rs.3.5 per equity paid final dividend of Rs. 3. 5
2019 share (face value per equity share of face value
Rs.10.0) Rs. 10. 0 for the year ended
dividend tax is Rs. 118. 3 mn.
6. 5%.
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Sanjiv Paul For For Sanjiv Paul is the former
September (DIN: 00086974) as a Managing Director. He
2019 Non-Executive Non- attended 71% (5/7) of the
Independent Director board meetings held in
liable to retire by rotation FY19 and 85% (17/20)
of the board meeting in
the past three years. We
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Ms. Samita For For Ms. Samita Shah is the Group
September Shah (DIN: 02350176) Head of Corporate Finance
2019 as a Non-Executive Non- and Risk Management at
Independent Director Tata Steel Limited. She
liable to retire by rotation retires by rotation and her
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Krishnava For For Krishnava Satyaki Dutt
September Satyaki Dutt (DIN: is the Managing Partner
2019 02792753) as an at Argus Partners. His
from 10 September 2019 statutory requirements. He
to 9 September 2024 has been on the board for
seven years (since July
2012). Reappointing him for
in his cumulative tenure
exceeding ten years. Once
his aggregate tenure crosses
ten years, we will consider
him non-independent and
evaluate board composition
accordingly.
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Dr. Pingali For For Dr. Pingali Venugopal is
September Venugopal (DIN: the Chairperson, Centre for
2019 05166520) as an Global Management and
Independent Director Responsible Leadership
from 10 September 2019 at XLRI, Jamshedpur. His
to 9 September 2024 reappointment is in line with
statutory requirements. He
has been on the board for
seven years (since January
2012). Reappointing him for
in his cumulative tenure
exceeding ten years. Once
his aggregate tenure crosses
ten years, we will consider
him non-independent and
evaluate board composition
accordingly.
173
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Approve related party For For Coal/ coke is a key raw
September transactions upto material in Tata Metaliks’
2019 Rs.3.5 bn with T S business operations. T
Global Procurement S Global Procurement
Company Pte. Ltd (fellow Company Pte. Ltd
subsidiary) for purchase (TSGPCPL) is involved in
of coal/ coke in FY20 the business of trading of
coke, steel and raw material
and acts as a central
procurement agency for Tata
Steel Limited and its related
parties. Since TSGPCPL
sources the same commodity
for Tata Steel Limited, Tata
Metaliks will benefit from
the large volumes at a
better negotiated price for
its comparatively smaller
volume. The total value of the
proposed transaction will be
upto Rs. 3. 5 bn during FY20.
The proposed transaction
to be carried out is in the
and at arms-length.
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Approve related party For For Tata Metaliks requires
September transactions upto Rs. 3.0 iron ore lumps, fines and
2019 bn with Tata Steel Limited related items for pig iron
(holding company) for production. The iron ore
purchase of iron ore from Khonbond, Joda and
lumps, fines in FY20 Noamundi mines of Tata
Steel Limited are suitable
for the grade and quality
Tata Metaliks produces. To
ensure stability of supplies in
terms of quality and logistics,
Tata Metaliks proposes to
enter into transactions with
Tata Steel for purchase of
iron ore lumps, fines and
related items upto Rs. 3. 0 bn
during FY20. The proposed
transaction to be carried out
is in the ordinary course of
business and at arms-length.
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Approve related party For For To ensure stability of
September transactions upto Rs. 4.5 supplies in terms of quality
2019 bn with Tata Steel Limited and logistics, Tata Metaliks
(holding company) for proposes to enter into
purchase of coal/ coke transactions for purchase of
in FY20 coal/ coke with Tata Steel
Limited upto Rs. 4. 5 bn
during FY20. The quantity
to be purchased from Tata
Steel Limited will be based
on actual price of coal and
conversion charge, thereby
reducing the exposure to the
volatility of coke price. The
proposed transaction to be
carried out is in the ordinary
course of business and at
arms-length.
July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs.0.3 mn for Shome & proposed is reasonable
2019 Banerjee as cost auditors compared to the size and
for FY20 scale of the company’s
operations.
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Adoption of standalone For For Financial analysis is helpful.
September OF INDIA LTD. and consolidated
2019
174
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Declare final dividend of For For The total dividend outflow
September OF INDIA LTD. Rs.8.55 per equity share including dividend tax for
2019 of Rs.5 each FY19 is Rs. 6. 3bn. The
6% vs 96. 0% in FY18.
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint V. Kalyana For For V. Rama is an Indian Railway
September OF INDIA LTD. Rama (DIN: 07201556) Traffic Service (IRTS) officer
2019 as a Director and CMD of the company.
Before joining the board, he
was chief general manager
of the company. He was also
the CEO of TCI CONCOR
Multimodal Solutions
Private Limited. He is liable
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint Sanjay Bajpai For Against Sanjay Bajpai is an Indian
September OF INDIA LTD. (DIN: 07549036) as a Railway Traffic Service
2019 Director (Government (IRTS) officer and Executive
Nominee) Director, Railway Board. He
attended 5 out of 7 (71%)
board meetings held in FY19
and 15 out of 22 (68%) board
meetings in the past three
75% attendance threshold
for board meetings in the
three – year cycle prior to re-
appointment.
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management To note the appointment For For The Comptroller & Auditor
September OF INDIA LTD. Arun K Agarwal & General of India (C&AG)
2019 Associates as statutory appoints the statutory
auditors by the C&AG auditors. As per Section
and authorize the board 142 of the Companies Act,
to fix their remuneration 2013, shareholder approval
for FY19, and authorize is required to authorize the
the board to fix board to fix the remuneration
remuneration of branch of statutory auditors at
auditors appropriate level. The
remuneration payable to
Arun K Agarwal & Associates
in FY19 is Rs. 5. 0mn, which
and scale of the operations.
combined two resolutions for
both statutory auditors and
branch auditors – it should
have presented two separate
resolutions to shareholders.
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Appoint Manoj Kumar For For Manoj Kumar Dubey was
September OF INDIA LTD. Dubey (DIN: 07518387) appointed as Director,
2019 as a Director (Finance) Finance from 25 October
w.e.f. 31 October 2018 2018 by the Ministry of
for a period of five Railways. He was further
years on the terms and appointed as CFO of the
conditions decided by the company by the Board of
Government of India Directors from 30 October
2018 for a period of five
years. He is liable to retire by
rotation. The appointment is
in the pay scale of Rs. 2. 2mn
to Rs. 4. 1mn and other terms
and conditions regulating
the appointment will be as
per applicable Government
guidelines and company
policy. His proposed
to be at Rs. 3. 6mn. His
175
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Appoint Jayasankar M.K. For For Jayasankar M. K. Is a
September OF INDIA LTD. (DIN: 08523769) as a member of Tirur Bar
2019 Non–Official Independent Association, having long
Director for a period of standing of more than 27
three years w.e.f. 31 years in Sessions Court,
July 2019 Asst. Sessions Court and
Sub Court. He is also on the
panel of Oriental Insurance
Co. Ltd, National Insurance
Co. Ltd and Sree Gokulam
Chits and Finance Ltd. His
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint Kamlesh For For Kamlesh Shivji Vikamsey is
September OF INDIA LTD. Shivji Vikamsey (DIN: a Senior Partner of Khimji
2019 00059620) as a Non Kunverji & Co. He has
– Official Independent also been the president
Director for a period of of ICAI. He is presently
one year w.e.f. 1 April the chairperson of Audit
2019 Committee of United Nations
Children’s Fund (UNICEF).
July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint Sanjeev S. For For Sanjeev Shah is a fellow
September OF INDIA LTD. Shah (DIN: 00323163) member of ICAI and presently
2019 as a Non – Official the member of Managing
Independent Director Committee of Federation of
for a period of one year Gujarat Industries, Vadodara.
w.e.f. 1 April 2019 He was first appointed on
board in April 2006. His
reappointment is in with
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Adoption of standalone For For No Qualifications.
2019
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Confirm interim dividend For For The total dividend for FY19
September LTD. of Rs.8.25 per equity including an interim dividend
2019 share and declare final is Rs. 9. 25 per equity share,
dividend of Re.1 per compared to Rs. 21 per
equity share of Rs.10 share in the prior year. The
each total outflow on account of
dividend is Rs. 102. 2bn. The
dividend payout ratio is at 60.
5% versus 112. 2% in the
prior year.
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Reappoint S.S.V. For For S. S. V. Ramakumar joined
September LTD. Ramakumar (DIN: Indian Oil in 1988 and has
2019 076264884) as a Director 30 years of experience in
(R&D) research and development.
He was first appointed on
board in February 2017 for
a period of five years. His
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Reappoint Ranjan For For Ranjan Kumar Mohapatra is
September LTD. Kumar Mohapatra (DIN: the former Managing Director
2019 08006199) as a Director of Indian Oil Corporation
(Human Resources) (Mauritius) and has over
three decades of experience
in petroleum industry. He has
handled various assignments
in the Marketing Division
of the Company including
Terminal Operations, Supply
Chain Management &
Logistics. He is the Director
(Human Resources) and
first appointed on board
in February 2018. His
176
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Reappoint Parindu For Against Parindu Bhagat is a former
September LTD. Bhagat (01934627) director of Kandla Port Trust.
2019 as a Non – Official He was first appointed in
Independent Director December 2015. He is the
w.e.f. 2 December 2018 head of the legal cell of
for a period of one year Gujarat BJP. We believe his
affiliation may unnecessarily
politicize decisions that
the company will make,
and therefore distract the
management from its core
focus.
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Ratify the remuneration For For The total remuneration of
September LTD. of Rs.2.02 mn payable to Rs. 2. 02 mn is reasonable
2019 cost auditors for FY20 compared to the size and
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Approve to provide For For Indian Oil – Adani Gas Ltd
September LTD. Corporate Guarantees to (IOAGPL) was incorporated
2019 banks on behalf of a Joint in 2013 as a 50:50 Joint
Venture Company, for an Venture Company with Adani
amount not exceeding in Gas Ltd for implementation
aggregate Rs.1.0bn of City Gas Distribution
Projects in various cities in
India. IOAGPL has been
participating in various
rounds of bidding conducted
by Petroleum & Natural Gas
Regulatory Board (PNGRB).
In line with PNGRB
regulations, authorization to
the successful entity is issued
by PNGRB only after the
entity submits Performance
Banks Guarantee from any
scheduled bank. IOAGPL
may require promoters’
support for issuance of
Corporate Guarantees worth
Rs. 2. 0bn, of which IOCL’s
share is Rs. 1. 0 bn. Since
the credit support is being
provided in the ratio of
shareholding, we support the
resolution.
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Appoint Rajendra Arlekar For Against Rajendra Arlekar is
September LTD. (DIN: 08518169) as an former Cabinet Minister,
2019 Independent Director for Government of Goa and
a period of three years former speaker of the Goa
w.e.f. 24 July 2019 Legislative Assembly. He
was also the chairperson of
Goa Industrial Corporation.
We believe his affiliation
may unnecessarily politicize
decisions that the company
will make, and therefore
distract the management
from its core focus.
177
July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Appoint Sandeep Kumar For For Sandeep Kumar Gupta is
September LTD. Gupta (DIN: 07570165) a fellow member of ICAI.
2019 as a Director (Finance) He has been associated
with Indian Oil Corporation
for more than 3 decades
in various departments like
corporate accounts, planning
& analysis, treasury, risk
management etc. Prior
to being appointed as a
Director (Finance) he was
the Executive Director
(Corporate Finance). He is
on the board of IOC Middle
East FZE (Subsidiary of IOC)
and Indian Oil Petronas Pvt.
Ltd. (Joint Venture). He is
requirements.
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Adoption of standalone For For No qualification in the
2019
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Declare final dividend of For For The total dividend outflow
September Rs. 8.0 per equity share including dividend tax for
2019 (face value Rs.2.0) FY19 is Rs. 4. 9 bn. The
2%.
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Reappoint Jaidev For Against Jaidev Rajnikant Shroff is
September Rajnikant Shroff (DIN: designated Global CEO of
2019 00191050) as Director, the group, but he does not
liable to retire by rotation hold an executive position in
any of the companies. Jaidev
Shroff was paid Rs. 380 mn
as remuneration in FY19
from a subsidiary (FY18: Rs.
130 mn), which we believe
is high. Further, that he
receives remuneration from
a subsidiary takes away
UPL’s shareholders’ ability
to vote on his remuneration.
The promoter family
713 mn in FY19.
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Approve remuneration of For For The total remuneration
September Rs.0.8 mn for RA & Co proposed is reasonable
2019 as cost auditors for FY20 compared to the size and
operations.
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Approve private For For The proposed NCDs will
September placement of securities be issued within the overall
2019 upto Rs.30.0 bn by borrowing limit of Rs. 100 bn.
way of non-convertible
debentures (NCDs) for
FY20
178
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Reappoint Pradeep For Against Pradeep Vedprakash Goyal
September Vedprakash Goyal is the CMD of Pradeep Metals
2019 (DIN: 00008370) as Ltd. He has been on the
Independent Director for board of the company for 18
five years w.e.f 28 August years (since January 2002).
2019 Although his reappointment
reappointing Pradeep
Vedprakash Goyal as a non-
director.
July 2019 - 28-Aug-2019 U P L LTD. AGM Management Reappoint Dr. Reena For Against (Ms. ) Dr. Reena
September Ramachandran Ramachandran is the former
2019 (DIN: 00212371) as Chairperson, Hindustan
Independent Director for Organics Chemical Ltd. She
five years w.e.f 28 August has been on the board of the
2019 company for 16 years (since
October 2003). Although her
reappointing Dr. Reena
Ramachandran as a non-
director.
July 2019 - 28-Aug-2019 SUN AGM Management Adoption of standalone For For No qualification in the
September PHARMACEUTICAL financial statements for auditor's report.
2019 INDS. LTD. the year ended 31 March
2019
July 2019 - 28-Aug-2019 SUN AGM Management Adoption of consolidated For For No qualification in the
September PHARMACEUTICAL financial statements for auditor's report.
2019 INDS. LTD. the year ended 31 March
2019
July 2019 - 28-Aug-2019 SUN AGM Management Declare a final dividend For For The total dividend for FY19 is
September PHARMACEUTICAL of Rs.2.75 per equity Rs. 2. 75 per share. The total
2019 INDS. LTD. share (face value of dividend outflow (including
Re.1.0) dividend tax for FY18) is Rs.
7. 9 bn.
July 2019 - 28-Aug-2019 SUN AGM Management Reappoint Sailesh T. For For Sailesh T. Desai is a
September PHARMACEUTICAL Desai (DIN: 00005443) Whole Time Director in the
2019 INDS. LTD. as Director liable to retire company. He is liable to
by rotation retire by rotation and his
July 2019 - 28-Aug-2019 SUN AGM Management Reappoint For For Kalyanasundaram
September PHARMACEUTICAL Kalyanasundaram Subramanian is a Whole
2019 INDS. LTD. Subramanian (DIN: Time Director in the
00179072) as Director company. He is liable to
July 2019 - 28-Aug-2019 SUN AGM Management Ratify remuneration of For For The remuneration proposed
September PHARMACEUTICAL ~Rs. 2.3 mn payable to B to be paid to the cost auditor
2019 INDS. LTD. M Sharma & Associates, in FY20 is reasonable
as cost auditor for FY20 compared to the size and
179
July 2019 - 28-Aug-2019 SUN AGM Management Approval for waiver For For Changes in the regulation
September PHARMACEUTICAL of recovery of the requires the company to
2019 INDS. LTD. excess remuneration revalidate the remuneration
aggregating Rs.6.4 mn paid to non-executive
paid to Non-Executive directors in FY14. While
Directors for the year we recognize that the
ended 31 March 2014 remuneration paid of non-
executive directors in FY14
exceeded the then regulatory
thresholds, the aggregate
4 mn is reasonable and
of their responsibilities.
July 2019 - 28-Aug-2019 SUN AGM Management Revise the terms For For Kalyanasundaram
September PHARMACEUTICAL of remuneration of S u b r a m a n i a n ’ s
2019 INDS. LTD. Kalyanasundaram responsibilities have
Subramanian (DIN: expanded to include China
00179072), Whole Time and Japan business and
Director w.e.f. 4 July corporate initiatives. His
2019 to 13 February remuneration, which was
2021 being paid by a subsidiary,
will now be borne by Sun
Pharma. The proposed
FY20 remuneration of Rs.
57. 3 from SPIL (capped
to a maximum of Rs. 90
mn), is in line with peers
and commensurate
with his experience and
responsibilities.
July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Adoption of financial For For No qualification in the
September (INDIA) LTD. statements for the year auditor's report.
July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Reappoint Chandrasekar For For Chandrasekar Meenakshi
September (INDIA) LTD. Meenakshi Sundaram Sundaram is Whole-time
2019 (DIN: 07667965) as Director of the company. He
Director retires by rotation and his
reappointment is line with the
July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Approve payment of For For The company paid a total
September (INDIA) LTD. commission to Non- of Rs. 5. 8 mn (0. 05% of
2019 Executive Directors not PBT) as commission to its
exceeding 1% of net non-executive directors in
profits, upto Rs. 1.5 mn FY19, which is reasonable.
per director from FY20 The company has fixed
commission payable to each
non-executive director at Rs.
1. 5 mn per annum, which is
a good practice.
July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Appoint Ram Raghavan For For The company seeks to
September (INDIA) LTD. as Managing Director appoint Ram Raghavan as
2019 for five years from 1 Managing Director for five
August 2019 and fix his years from 1 August 2019
remuneration and fix his remuneration.
Prior to his appointment, Ram
Raghavan served as Vice-
President, Marketing of Asia
Pacific Division of Colgate-
Palmolive. Ram Raghavan’s
proposed maximum
remuneration of up to Rs.
158. 0 mn is commensurate
of the business and is in line
with peers. He is entitled to
receive stock options from
the holding company – we
expect companies to disclose
granular details on the
maximum number of stock
options that may be granted
to directors.
180
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Adoption of financial For For No Qualifications from
September LTD. statements for the year auditors.
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Declare equity dividend For For CUB proposes a final
September LTD. of Rs. 0.5 per share dividend of Rs. 0. 5 per equity
2019 (Face Value: Re. 1) share of face value Rs. 1 for
FY19, 67% higher than Rs 0.
3 per share, paid in FY17 and
FY18. The dividend payout
ratio is 6. 5%. In July 2018
CUB issued 1 bonus equity
share for every 10 equity
shares held.
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To reappoint Sundaram For For CUB proposes to reappoint
September LTD. & Srinivasan as statutory Sundaram & Srinivasan
2019 auditors for one year and as statutory auditors of the
fix remuneration at Rs. Bank for FY20. They were
2.92 mn appointed as the auditors
of the bank in FY18.
The reappointment is in
line with all the statutory
requirements. The previous
auditors of the Bank were
P. Chandrasekar, Chartered
Accountants. The proposed
remuneration of Rs 2. 92 mn
is in line with the size and
operations of the bank.
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint branch For For CUB proposes to appoint a
September LTD. auditors and fix their branch auditor in consultation
2019 remuneration with the statutory auditors to
audit the bank’s branches/
offices that are not audited by
the central statutory auditors.
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint R. Mohan For Against R Mohan is former Chief
September LTD. (DIN 06902614) as General Manager – CUB.
2019 part-time Chairperson After retirement, he was
for three years from appointed as director on
4 May 2019 and fix the board of the bank on 28
remuneration June 2014. Once the period
of three years since his
employment was over, CUB
proposed to appoint him as
independent director for the
remainder of his eight-year
tenure in the AGM of 2017.
However, since he was on
the board of CUB as non-
independent director during
this three-year period, we
believe that the cooling off
period was not truly been
observed and do not classify
him as independent. The
proposed remuneration of
Rs 3. 3 mn is commensurate
with the responsibilities of the
chairperson of City Union
Bank.
181
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Ratify variable pay of For For Dr. N. Kamakodi was paid
September LTD. Rs 0.3 mn for FY17 a remuneration of Rs 9. 3
2019 and approve revision in mn for FY19. He was not
remuneration from 1 May granted any ESOPs in the
2018 for Dr. N. Kamakodi year. As per our estimates
(DIN 02039618) his proposed remuneration
Managing Director & from 1 May 2018 can go upto
CEO Rs 15. 6 mn. If he is granted
ESOPs in FY20, we estimate
at Rs 27. 6 mn based on
past trends. The estimated
proposed remuneration is in
line with that paid to industry
peers and commensurate
of the business. We expect
the bank to remain judicious
in its ESOP grants and
remuneration payouts.
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint Vaidyanathan For For K. Vaidyanathan has
September LTD. Kalyanasundaram worked with the Govt. Of
2019 (DIN 07120706) as India, Central Public Sector
Independent Director for Enterprises, he has been
five years from 29 August General Manager - Reliance
2019 Industries Ltd. , Dy. General
Manager - Bharat Earth
Movers Ltd. , and also
Director - Oil Prices Review
Committee. His appointment
requirements.
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint For For T K Ramkumar is Partner -
September LTD. Thirukkarugavur Ram and Rajan Associates,
2019 Krishnamoorthy a law firm. He was an
Ramkumar (DIN Independent Director on
02688194) as the board from 11 June
Independent Director for 2009 till 10 June 2017. CUB
five years from 29 August proposes to appoint him as
2019 Independent Director after
cooling off period of 2 years
from 29 August 2019. His
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To reappoint Ms. Abarna For For Ms. Abarna Bhaskar is a
September LTD. Bhaskar (DIN 06971635) Chartered Accountant. She
2019 as Independent Director has been an Independent
upto 24 October 2022 Director on the board of the
bank since 25 October 2014.
Her reappointment till 24
October 2022 (total period
of 8 years) is in line with all
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Approval for raising For For The funds, when raised, will
September LTD. capital through QIP for be used for continued growth
2019 an amount not exceeding and to facilitate the additional
Rs 5 bn capital requirements under
Basel III norms. If the entire
quantum of Rs 5. 0 bn is
raised (at current market
prices of Rs 196. 8 per
share), we estimate that CUB
will issue ~ 25. 4 mn shares
(of face value Re 1) and the
maximum dilution will be ~ 3.
34% on the post issue paid
up equity share capital.
182
July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Approve alteration in the For For The Articles of Association
September LTD. Articles of Association of the Bank were based
2019 on the provisions of the
erstwhile Companies Act,
1956. The bank proposes to
partially alter the Articles of
Association in line with the
provisions of the Companies
Act, 2013. While the bank
has provided a list of the
changes and the reasons
for the same in the notice
of the AGM, to review the
proposed AoA shareholders
must visit the registered
office of the bank. A copy of
the proposed AoA could have
been posted on the bank’s
website for ease of access
for all shareholders.
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Adoption of standalone For For Financial analysis is helpful.
September CORPN. LTD. and consolidated
2019
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Confirm two interim For For The total outflow on account
September CORPN. LTD. dividends aggregating to of dividend for FY19 is Rs.
2019 Rs.6.25 per equity share 65. 4bn. The dividend payout
and declare final dividend ratio is 55. 6% v/s 49. 1% in
of Re.0.75 per equity the previous year.
share of Rs.5 each
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Subhash For For Subhash Kumar, 57, has
September CORPN. LTD. Kumar (DIN 07905656), been on the board of
2019 as a Director ONGC for a year. He is the
Director of Finance. His
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Rajesh Kakkar For For Rajesh Kakkar, 58, has been
September CORPN. LTD. (DIN 08029135), as a on the board of ONGC for
2019 Director a year. He is the Director of
Offshore. His reappointment
requirements.
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Fix remuneration of For For The Comptroller & Auditor
September CORPN. LTD. statutory auditors to General of India (C&AG)
2019 be appointed by the appoints the statutory
General (C&AG) of India 142 of the Companies Act,
for FY20 2013, shareholder approval
appropriate level. The total
audit fee of Rs. 40. 5 mn
(excluding travelling and out
of pocket expenses) in FY19
range.
183
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Navin Chandra For For Navin Chandra Pandey, 59,
September CORPN. LTD. Pandey (DIN: 08252350), a Mechanical Engineer has
2019 as Director (Technical been with ONGC since 1982.
& Field Services) with At ONGC he has held several
effect from 29 October positions in both offshore
2018 on the terms and and onshore portfolio. He is
conditions set out by the well versed in offshore deep
Government of India waters and shallow waters as
well as onshore drilling. He is
requirements.
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Alka Mittal (DIN For For Alka Mittal, 57, is a
September CORPN. LTD. 07272207) as Director Postgraduate in Economics,
2019 (Human Resources) with MBA in Human Resource
effect from 27 November Management and Doctorate
2018 on the terms and in Commerce and Business
conditions set out by the Studies. She has over 33
Government of India years of experience spanning
diverse roles in the field of
Human Resources. She has
also worked as Head CSR
at ONGC. She is liable to
retire by rotation. Her terms
she will retire by rotation. Her
its shareholders through
the AGM notice. Her
184
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Amar Nath For Against Amar Nath, 53, Joint
September CORPN. LTD. (DIN 05130108) as Secretary (Exploration)
2019 Nominee Director for Ministry of Petroleum &
three years with effect Natural Gas joined the
from 28 June 2019 ONGC board for a period of
three years in June 2016.
The Government of India
with effect from 28 June
2019 has appointed him
as a Government Nominee
on the ONGC board for a
further period of three years
or until further order. During
FY19, he attended 50% of
the board meeting and in a
three year span his average
attendance was 69%. We
to re-appointment.
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Ajai Malhotra For For Ajai Malhotra, 65, a retired
September CORPN. LTD. (DIN 07361375) as Officer of Indian Foreign
2019 Independent Director for Services has been on the
a period of one year with board of ONGC for three
effect from 20 November years. His reappointment for
2018 a period of one year is in line
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Shireesh B For For Shireesh B Kedare, 55, a
September CORPN. LTD. Kedare (DIN 01565171) Professor at IIT Bombay
2019 as Independent Director has been on the board of
for a period of one year ONGC for three years. His
with effect from 20 reappointment for a period
November 2018 of one year is in line with
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint K M For For K M Padmanabhan, 62,
September CORPN. LTD. Padmanabhan a Chartered Accountant
2019 (DIN 00254109) as has been on the board of
Independent Director for ONGC for three years. His
a period of one year with reappointment for a period
effect from 20 November of one year is in line with
2018 statutory requirements.
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Amitava For For Amitava Bhattacharyya, 65,
September CORPN. LTD. Bhattacharyya is a retired IAS Officer and
2019 (DIN 08512212) as former Chairperson of the
Independent Director for Staff Selection Commission
a period of three year of India. During his career,
with effect from 19 July he served the Gujarat
2019 Government in various
capacities both in the field
as well as the Secretariat
and for two years with the
UPSC as Secretary. During
his service, he also was In-
charge of Internal Finance
Division of Ministry of Labour,
Government of India and
was acting as Chief Finance
Officer & Financial Advisor
of Employees Provident
Fund (EPF). His appointment
requirements.
185
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Ratify payment of Rs.3 For For "The company has appointed
September CORPN. LTD. mn as remuneration to Bandyapadhyaya, Bhaumik &
2019 six cost auditors for FY20 Co, ND Birla & Co, Joshi Apte
& Associates, M
Krishnaswamy & Associates,
Musib & Co and Chandra
Wadhwa & Co as
cost auditors for FY19. The
total remuneration proposed
to be paid to the cost auditors
is reasonable compared
to the size and scale of
operations. "
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Issue a letter of comfort For Against During FY19, OPAL ran at
September CORPN. LTD. to ONGC Petro-additions an average plant capacity
2019 Limited (OPAL), a related of 70% and it is expected
party, upto Rs. 26.80 bn to reach100% operating
capacity in the current
financial year, despite, it
reported a net loss of Rs.
14. 2 bn in FY19 (Rs. 22.
2 bn in FY18) and requires
financial support from its
investors. ONGC is the
largest shareholder with 49.
4% stake, followed by GAIL
(49. 21%) and balance 1.
43% is held by GSPCL.
ONGC proposes to give
letter of comfort upto Rs.
28. 6 bn for the debt to be
raised by OPAL. Including
the current letter of comfort,
ONGC’s exposure towards
OPAL’s liabilities will be 8.
5% of its networth. ONGC’s
financial support for OPAL is
non-proportional to its equity
interest. The company has
not given any guidance on
OPAL’s ability to fulfill its
financial obligations.
July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Rajesh Kumar For For Rajesh Kumar Srivastava,
September CORPN. LTD. Srivastava (DIN: 56, has a Master's Degree
2019 08513272), as Director in Engineering Geology
(Exploration) with from Indian Institute of
effect from 02 August Technology, Kanpur. He has
2019 on the terms and over 35 years of experience
conditions set out by the spanning up-stream
Government of India hydrocarbon exploration
from well site operations,
development geology,
seismic data interpretation
to monitoring and planning of
exploration. He has been with
ONGC since 1984 wherein
he joined as a Geologist at
Krishna Godavari Basin,
Rajahmundry. He is liable to
retire by rotation. His terms
requirements.
186
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Adoption of standalone For For Financial analysis is helpful.
September CORPN. LTD. and consolidated
2019
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Confirm interim dividend For For The total outflow on account
September CORPN. LTD. of Rs.11 per equity share of dividend (including
2019 and declare final dividend dividend distribution tax) is
of Rs.8 per equity share Rs. 45. 0 bn. The dividend
of Rs.10 each payout ratio is 63. 1%.
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Reappoint K Padmakar For For K Padmakar, 58, is the
September CORPN. LTD. (DIN: 08021800) as Director (Human Resources).
2019 Director He retires by rotation and his
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Fix remuneration of For For The Comptroller & Auditor
September CORPN. LTD. joint statutory auditors General of India (C&AG)
2019 to be appointed by the appoints the statutory
General of India for FY20 142 of the Companies Act,
2013, shareholder approval
range.
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Appoint Arun Kumar For For Arun Kumar Singh is a
September CORPN. LTD. Singh (DIN: 06646894) Mechanical Engineer with the
2019 as Director (Marketing) first rank from the National
from 1 October 2018 and Institute of Technology,
fix his remuneration Patna. He has headed
various business units and
entities in BPCL viz. Retail,
LPG, Pipelines and Supply
Chain Optimization and has
an overall experience of
over 34 years. The terms
of his appointment are not
disclosed. Arun Kumar Singh
was appointed to the board
on 1 October 2018 and was
paid Rs. 5. 4 mn for six
months of service in FY19.
His proposed remuneration is
good practice, we expect
PSEs to disclose the
proposed appointment
AGM notice.
187
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Appoint Neelakantapillai For For Neelakantapillai Vijayagopal
September CORPN. LTD. Vijayagopal (DIN: is a member of the Institute
2019 03621835) as Director of Chartered Accountants
(Finance) from 17 of India and a Bachelor of
December 2018 and fix Law. He has experience
his remuneration of 31 years in financial
management. The terms
of his appointment are not
disclosed. Neelakantapillai
Vijayagopal was appointed
to the board on 17 December
2018 and was paid Rs. 3.
5 mn for three and a half
months of service in FY19.
His proposed remuneration is
good practice, we expect
PSEs to disclose the
proposed appointment
AGM notice.
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Reappoint Rajesh Kumar For For Rajesh Kumar Mangal, 53,
September CORPN. LTD. Mangal (DIN: 03033081) is Senior Partner of B. Jain
2019 as Independent Director & Associates, Chartered
for one year from 1 Accountants. He has been
December 2018 on the board for close to four
years (from December 2015).
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Appoint Harshadkumar For For Harshadkumar Shah, 69,
September CORPN. LTD. Shah (DIN: 08511473) is Former Vice-Chancellor,
2019 as Independent Director Children's University,
for three years from 16 Gandhinagar. He has
July 2019 authored and published over
15 books on education. His
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Ratify related party For For BPCL proposes to ratify
September CORPN. LTD. transactions with Bharat transactions with Bharat
2019 Oman Refineries Limited Oman Refineries Limited
for FY19 and approve (BORL) for purchase of
transactions for FY20 goods (crude oil, MS, HSD,
LPG, Naphtha, SKO, ATF,
project materials, etc), sale of
goods (crude oil, lubricants,
etc), and interest income on
loans, rendering/receiving
of services, canalizing
commission, demurrage,
port charges, employee
deputation, lease rental, etc
amounting to Rs. 340. 4 bn
in FY19. The company also
expects similar transactions
in FY20 aggregating to Rs.
391. 5 bn. These transactions
and determined on an arm’s
length basis.
July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Ratify payment For For The company has appointed
September CORPN. LTD. of Rs.400,000 as ABK & Associates and
2019 remuneration to Bandyopadhyaya Bhaumik
cost auditors, ABK & Co as cost auditors for
& Associates and FY20. The total remuneration
Bandyopadhyaya proposed to be paid to the
Bhaumik & Co, for FY20 cost auditors is reasonable
compared to the size and
188
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Adoption of standalone For For No Qualifications.
2019
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Confirm interim dividend For For The company declared an
September of Rs 5.52 per equity interim dividend of Rs. 5. 52
2019 share of Re.1.0 each per equity share of face value
Re. 1. 0 for the year ended
ratio was 43. 8%.
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Sandeep For For Sandeep Tula is the
September Tula (DIN: 07261884) as Director (Personnel) of the
2019 Director, liable to retire by company. He is liable to
rotation retire by rotation and his
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Saraswati For For Saraswati Prasad is an
September Prasad (DIN: 07729788) IAS officer and the former,
2019 as Director, liable to retire Additional Secretary, Ministry
by rotation of Steel. He is liable to
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Baijendra For For Baijendra Kumar Nair is an
September Kumar Nair (DIN: IAS officer and the former,
2019 03289526) as Director, Additional Chief Secretary
liable to retire by rotation to the Chief Minister,
Chhattisgarh. He is the
Chairperson of the board. He
requirements.
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Authorise the board to For For The Comptroller & Auditor
September fix FY20 remuneration General of India (C&AG)
2019 of statutory auditors that appoints the statutory
are appointed by the auditors. As per Section
Comptroller and Auditor- 142 of the Companies Act,
General of India (CAG) 2013, shareholder approval
range.
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Arun Kumar For For Arun Kumar Srivastava is a
September Srivastava (DIN: chartered accountant and
2019 01940109) as an a senior partner of Kumar
Independent Director Swarup & Co. He was
for a period of one year, appointed as an Independent
w.e.f. 13 November 2018 Director in November 2015.
Independent director is in line
We believe regulations
require the company to
seek shareholder approval
via special majority
for reappointment of
Independent Directors.
189
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Ms. Bhagwati For For Ms. Bhagwati Mahesh
September Mahesh Baldewa Baldewa is an Entrepreneur.
2019 (DIN: 01537251) as an She was appointed as
Independent Director an Independent Director
for a period of one year, in November 2015. Her
w.e.f. 12 November 2018 reappointment as an
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Pradip For For Pradip Bhargava is a
September Bhargava (DIN: retired IAS officer. He was
2019 01986827) as an appointed as an Independent
Independent Director Director in November 2015.
for a period of one year, His reappointment as an
w.e.f. 26 November 2018 Independent director is in line
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Syamal Kumar For For Syamal Kumar Sarkar
September Sarkar (DIN: 07387840) is the former, Secretary,
2019 as an Independent Department of Personnel
Director for a period and Training. He also
of one year, w.e.f. 26 teaches in the TERI
November 2018 University, Delhi. He was
appointed as an Independent
Director in November 2015.
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Shyam Murari For For Shyam Murari Nigam is a
September Nigam (DIN: 07355272) former Member, Central
2019 as an Independent Board of Direct Taxes
Director for a period (CBDT), Department of
of one year, w.e.f. 26 Revenue. He was appointed
November 2018 as an Independent Director
in November 2015. His
reappointment as an
190
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Appoint Amitava For For Amitava Mukherjee is the
September Mukherjee (DIN: former, General Manager of
2019 08265207) as Director Rail Vikas Nigam Limited. He
(Finance) for a period was appointed as Director
of five years w.e.f 20 (Finance) on 20 November
November 2018 on the 2018 for five years, or till the
term and conditions date of his superannuation,
set by the Government or until further orders from
of India the Government of India,
whichever earlier. His
the remuneration to its
shareholders through the
AGM notice.
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Appoint Alok Kumar For For Alok Kumar Mehta previously
September Mehta (DIN: 07474850) served as Executive Director
2019 as Director (Commercial) in NMDC. He was appointed
for a period of five years as Director (Commercial)
w.e.f 1 June 2019 till on 1 June 2019, till the date
30 September 2021 on of his superannuation, or
the term and conditions until further orders from
set by the Government the Government of India,
of India whichever earlier. His
the remuneration to its
shareholders through the
AGM notice.
July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Approve remuneration of For For The remuneration to be
September Rs. 600,000 for Tanmaya paid to the cost auditor is
2019 S Pradhan & Co, as cost reasonable compared to
July 2019 - 03-Sep-2019 IRCON AGM Management Adoption of standalone For For Financial analysis is helpful.
September INTERNATIONAL LTD. and consolidated
2019
July 2019 - 03-Sep-2019 IRCON AGM Management Confirm interim dividend For For The total dividend outflow
September INTERNATIONAL LTD. of Rs. 10.72 per equity (including dividend tax for
2019 share and declare final FY19) is Rs. 2. 0 bn, and
dividend of Rs. 10.825 the dividend payout ratio is
per equity share (face 45. 6%.
value Rs. 10.0) for FY19
July 2019 - 03-Sep-2019 IRCON AGM Management Reappoint Deepak For For Deepak Sabhlok, 59, is
September INTERNATIONAL LTD. Sabhlok (DIN: 03056457) Director (Projects), IRCON
2019 as Director International Limited. He
July 2019 - 03-Sep-2019 IRCON AGM Management Fix remuneration of For For The auditors of a government
September INTERNATIONAL LTD. statutory auditors to company are to be appointed
2019 be appointed by the or reappointed by the
Comptroller and Auditor Comptroller and Auditor
General of India for FY20 General of India. We observe
that the auditor was paid
audit fees of Rs. 4. 3 mn
towards audit fee for the
Statutory Auditors for FY19
which is reasonable and
not materially significant
considering the size of the
company.
191
July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Piyush Agarwal For For Piyush Agarwal, 59,
September INTERNATIONAL LTD. (DIN: 08305385) as is Additional Member,
2019 Non-Executive Non- Planning, Railway Board and
Independent Director a nominee director of the
from 17 December 2018 Ministry of Railways. He is
liable to retire by rotation and
July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Yogesh Kumar For For Yogesh Kumar Misra, 54,
September INTERNATIONAL LTD. Misra (DIN: 07654014) was appointed as Director
2019 as Director (Works) from (Works) from 28 December
28 December 2018 for 2018 by the Ministry of
five years and fix his Railways. He will be liable
remuneration to retire by rotation. His
remuneration will be in the
pay scale of Rs. 2. 2 mn to
Rs. 4. 1 mn per annum and
other terms and conditions
regulating the appointment
will be as per applicable
Government guidelines
and company policy. His
is estimated to be at Rs.
4. 8mn, based on the
remuneration he received
for three months on the
board. The granular details of
proposed remuneration are
is usually not high. As a good
practice, we expect PSEs to
disclose the granular details
of proposed remuneration to
AGM notice.
July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Hari Mohan For For Hari Mohan Gupta, 53, is
September INTERNATIONAL LTD. Gupta (DIN: 08453476) Executive Director (Works),
2019 as Non-Executive Non- Railway Board and a
Independent Director nominee director of the
from 15 May 2019 Ministry of Railways. He is
July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Avineesh Matta For For Avineesh Matta, 60, is
September INTERNATIONAL LTD. (DIN: 00011749) as Founding Partner, AVA
2019 Independent Director for & Associates, Chartered
one year from 15 July Accountants. He was
2019 Independent Director of
IRCON International Limited
from 8 April 2016 till 31 March
2019, when his term expired.
July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Ms. Vasudha For For Ms. Vasudha Kamat, 67,
September INTERNATIONAL LTD. Kamat (DIN: 07500096) is Former Vice-Chancellor,
2019 as Independent Director SNDT Women's University.
for one year from 15 She was Independent
July 2019 Director of IRCON
International Limited from 22
April 2016 till 31 March 2019,
when her term expired. Her
July 2019 - 03-Sep-2019 IRCON AGM Management Approve remuneration For For The proposed remuneration
September INTERNATIONAL LTD. of Rs. 50,000 for R M is reasonable, compared
2019 Bansal & Co. as cost to the size and scale of the
auditors for FY20 company’s operations.
192
July 2019 - 07-Sep-2019 CRISIL LTD. Postal Ballot Management Reappoint M Damodaran For For M Damodaran is the former
September (DIN: 02106990) as an Chairperson of SEBI. He
2019 Independent Director attended 67% (4/6) of the
from 1 December 2019 to board meeting held in 2018
13 January 2024 and 82% (14/17) of the
board meetings held in the
past three years. In 2019, he
has attended all four board
meetings held till date. We
Recent changes in SEBI’s
special resolution: he will
attain 75 years of age during
the proposed term. His
July 2019 - 07-Sep-2019 CRISIL LTD. Postal Ballot Management Reappoint Ms. Vinita For For Vinita Bali is the former
September Bali (DIN: 00032940) as Managing Director of
2019 an Independent Director Britannia Industries. Her
from 1 December 2019 to reappointment is in line with
13 February 2024 statutory requirements.
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Adoption of financial For For Financial analysis is useful.
September LTD statements for the year
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Confirm interim dividend For For The company paid an interim
September LTD of Rs. 9.5 per equity dividend of Rs. 9. 5 per
2019 share and declare a final equity share and proposes
dividend of Rs. 10.5 per a final dividend of Rs. 10. 5
equity share (face value per equity share of face value
of Rs.10.0) Rs. 10. 0 for the year ended
ratio is 43. 5%.
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management To not fill the vacancy For For Satish Gavai, 60, is former
September LTD caused by retirement Chief Executive Officer,
2019 of Satish Gavai (DIN: MIDC, Mumbai. He is
01559484), who is a a representative of the
director liable to retire by Government of Maharashtra.
rotation However, he did not attend
any of the board meetings
during a period of twelve
months with or without
seeking leave of absence.
As per provisions of Section
167 (1) (b) of the Companies
Act 2013, MGL does not
recommend Satish Gavai for
reappointment.
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Ratify remuneration of For For The remuneration proposed
September LTD Rs. 345,000 payable to to be paid to the cost auditor
2019 M/s. Dhananjay V. Joshi in FY19 is reasonable
& Associates, as cost compared to the size and
auditors for FY20 scale of operations.
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Enter into related party For For In FY19, the company
September LTD transactions aggregating purchased and transported
2019 Rs. 25.0 bn in FY21 gas aggregating Rs. 12.
6 bn from related parties.
Similar transactions are likely
in FY20 aggregating to Rs.
21. 5 bn for which approval
was taken in the AGM of
2018. MGL currently seeks
approval for upto Rs 25. 0
bn for FY21. The proposed
transactions are in ordinary
course and at arm’s length.
193
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Dr. Ashutosh For For Dr. Ashutosh Karnatak, 59,
September LTD Karnatak (DIN: is Chairperson and MD of
2019 03267102) as GAIL (India) Ltd. He was first
Non-Executive Non- appointed on the board on
Independent Director 28 May 2015. He stepped off
from 1 August 2019 the board on 27 May 2017
and is being reappointed
from 1 August 2019. His
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Deepak Sawant For For Deepak Sawant, 56, is
September LTD (DIN: 07339381) as nominee of GAIL (India)
2019 Director from 09 May (promoter with 32. 5%
2019 ownership in the company).
He has over 28 years of
experience in the natural
energy sector. He is being
appointed as Deputy
Managing Director. His
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Deepak Sawant For For Deepak Sawant’s proposed
September LTD (DIN: 07339381) as fixed remuneration
2019 Deputy Managing aggregates ~Rs. 5. 7 mn.
Director beginning Further, he is entitled to
09 May 2019, up to a receive a performance
maximum of five years, related pay as per GAIL
and fix his remuneration (India)’s rules, however, there
is no clarity on the quantum
for such payouts. Mahanagar
Gas’ Managing Director’s
remuneration in the past has
been reasonable; we expect
judicious in its remuneration
payouts for its Deputy MD
as well.
July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Trivikram For For Trivikram Arun Ramanathan,
September LTD Arun Ramanathan 37, is General Manager of
2019 (DIN: 08035390) as Shell’s upstream business
Non-Executive Non- in India and Managing
Independent Director Director of BG Exploration
from 10 May 2019 and Production India Limited
(a 100% subsidiary of Royal
Dutch Shell), an oil and gas
producing subsidiary. His
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Adopt the standalone and For For No qualification in auditor's
September consolidated financial report.
2019 statements for the year
ended 31 March 2019
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Confirm interim dividend For For The total dividend is Rs. 4. 0
September of Rs.2.5 per share and per share for FY19, including
2019 declare a final dividend dividend distribution tax
of Rs.1.5 per share (face amounts to Rs. 6. 6bn. The
value of Re.1.0 each) dividend payout ratio is 16.
3% in FY19 (18. 1% in FY18).
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Reappoint Rajnish Sarna For For Rajnish Sarna is a fellow
September (DIN: 06429468) as member of ICIA and former
2019 Director CFO of PI Industries. He is
associated with the company
for over 23 years in various
roles ranging from finance,
IT, business development,
CSM operations and mergers
& acquisition. He current role
is focused on identifying
new business opportunities,
investor relations and
mergers & acquisition. His
194
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Approve the elevation For For Mayank Singhal is the
September of Mayank Singhal part of the promoter group
2019 (DIN: 00006651) from and joined PI Industries
MD & CEO to Vice in 1996. He was inducted
Chairperson & MD for on the board as Joint
a period of three years Managing Director in 2004
w.e.f. 9 September and subsequently became
2019 and increase the Managing Director & CEO in
remuneration 2009. The board proposes to
elevate him from Managing
Director & CEO to Vice
Chairperson & Managing
Director and increase his
remuneration. He was paid
Rs106. 4mn in FY19 and his
Rs. 113. 4mn. The company
has not specified the
quantum payable to Mayank
Singhal either in percentage
terms or absolute terms.
His elevation is line with
statutory requirements and
peers.
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Appoint Dr. Raman For For Dr. Raman Ramachandran
September Ramachandran (DIN: is the former Chairperson &
2019 00200297) as Director, Managing Director of BASF
liable to retire by rotation India and was the head of
the BASF legal entities in
South Asia. He has over two
decades of experience in
global chemicals business.
He was also a member of
BASF India’s executive
committee of the global
agricultural products division
and its global R&D steering
committee. His appointment
requirements.
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Appoint Dr. Raman For For Dr. Raman Ramachandran’s
September Ramachandran (DIN: proposed remuneration
2019 00200297) as Whole- is Rs. 65. 35mn which is
time Director from 1 July commensurate with the
2019 to 8 September size and complexity of the
2019 and as MD & CEO business and comparable
from 9 September 2019 to peers. The company has
to 30 June 2022 and fix not specified the quantum
his remuneration of commission payable to
him either in percentage
terms or absolute terms. His
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Approve payment of For For The company proposes
September commission for Non – to extend payment of
2019 Executive Directors at an commission to its non –
amount not exceeding executive directors, not
1% of net profits for five exceeding 1% of net profits.
years from FY20 The proposed remuneration
is reasonable. As a good
practice we encourage
companies to set a cap
commission payable.
195
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Approve the continuation For For Pravin Laheri is an
September of Pravin Laheri (DIN: Independent Director and
2019 00499080) on the board was inducted on the board
post attainment of 75 in January 2010 and was
years of age on 28 March reappointed in FY14 for a
2020 period of three years and in
FY17 was a period of five
years till FY22. In line with
recent changes in SEBI’s
LODR the company seeks
shareholder approval for his
post attaining the age of
75 years. His continuation
on the board is in line with
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Ratify remuneration of For For The total remuneration
September Rs.300,000 paid to K.G. proposed to the cost auditors
2019 Goyal & Co., as cost in the financial year ending
auditors for FY20 31 March 2020 is reasonable
compared to the size and
operation.
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Adopt a new set of For For The company is seeking
September Articles of Associations approval of shareholders for
2019 based on provision of the the adoption of the new set
Companies Act 2013 of AoA by aligning it with the
provisions of Companies Act,
2013. The revised Articles
of Associations have been
uploaded on the website.
The articles provides for a
permanent board seat to
Mayank Singhal (MD & Vice
Chairperson) – not being
liable to retire by rotation.
Mayank Singhal is currently
an executive director, and
therefore appointed for a
fixed term: shareholders will
get a chance to vote on his
reappointment periodically.
Notwithstanding, if the
company choses to reclassify
him as a non – executive
director in the future, we
expect the company to make
his position liable to retire by
rotation.
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management To approve For For "The present authorized
September reclassification of the share capital of the
2019 authorized share capital company is Rs. 723
of Rs.723 mn and to mn divided into 223 mn
alter capital clause V equity shares of Rs. 1
of the Memorandum of each and 5 mn preference
Association shares of Rs. 100
each. PI Industries has
not issued any
preference shares and
has no intent to issue
preference shares in near
future. Hence, the company
proposes to reclassify the
authorized share capital to
Rs. 723mn divided into
723mn equity shares of Rs. 1
each. The reclassification of
authorized capital would
require amendment to the
existing Clause V of the
Memorandum of Association.
"
196
July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Alter Main Objects For For The company intends to
September clause of Memorandum widen the scope of business
2019 of Associations (MoA) to activities and expand into
expand its activities and dealing with real estate
venture not new areas of development of industrial
business land either alone or in
consortium and to deal in
R&D, testing, prototyping,
manufacture, consulting
and sale of energy storage
cells, devices for different
application areas. The
company proposes to
add two new clauses to
existing object clause. We
believe it is the board’s
and the management’s
prerogative to decide on
business diversifications.
Nevertheless, the proposed
business diversification
carries several business and
financial risk.
July 2019 - 16-Sep-2019 BHARAT AGM Management Adoption of standalone For For Financial analysis is useful.
September ELECTRONICS LTD. and consolidated
2019
July 2019 - 16-Sep-2019 BHARAT AGM Management Confirm interim dividend For For The total dividend for the
September ELECTRONICS LTD. of Rs.1.7 per share and year amounts to ~Rs. 10. 0
2019 declare final dividend of bn. The dividend payout is
Rs.1.7 per share 51. 7% (42. 2% in FY18).
July 2019 - 16-Sep-2019 BHARAT AGM Management Reappoint Nataraj For For Nataraj Krishnappa, 59, is
September ELECTRONICS LTD. Krishnappa (DIN: Director (Other Units) of
2019 07506012) as Director Bharat Electronics Limited.
July 2019 - 16-Sep-2019 BHARAT AGM Management Appoint Vinay Katyal For For Vinay Katyal is being
September ELECTRONICS LTD. (DIN: 08281078) as appointed as Director of the
2019 Director Bangalore Complex. He is
statutory requirements. The
appointment, tenure, and
remuneration of Directors
are fixed by the President
of India. In terms of the
provisions of Section 152
of the Companies Act 2013,
the appointments of these
Directors are required to be
approved by the company
in the general meeting.
The details of proposed
remuneration are not
disclosed: remuneration in
public sector enterprises is
usually not high. As a good
of proposed remuneration
and term of appointment to
AGM notice.
197
July 2019 - 16-Sep-2019 BHARAT AGM Management Appoint Shivakumaran K. For For Shivakumaran K. M. Is
September ELECTRONICS LTD. M. (DIN: 08473589) as being appointed as Director
2019 Director (Human Resources). He is
appointment, tenure, and
remuneration of Directors
are fixed by the President
of India. In terms of the
provisions of Section 152
of the Companies Act 2013,
the appointments of these
Directors are required to be
approved by the company
in the general meeting.
The details of proposed
remuneration are not
disclosed: remuneration in
public sector enterprises is
usually not high. As a good
of proposed remuneration
and term of appointment to
AGM notice.
July 2019 - 16-Sep-2019 BHARAT AGM Management Appoint Sunil Kumar For For Sunil Kumar Kohli is
September ELECTRONICS LTD. Kohli (DIN: 05321549) Former Financial Advisor
2019 as Independent Director Defence Services (FADS).
from 18 July 2019 He is a post-graduate
in management. His
company must also provide
information on the tenure
of his term as independent
director.
July 2019 - 16-Sep-2019 BHARAT AGM Management Ratify remuneration of For For The remuneration to be
September ELECTRONICS LTD. Rs.0.35 mn for GNV paid to the cost auditor is
2019 & Associates as cost reasonable compared to
July 2019 - 16-Sep-2019 BHARAT AGM Management Approve alteration For For The company has
September ELECTRONICS LTD. to Objects clause been actively pursuing
2019 in Memorandum of opportunities in Weapon
Association (MoA) to systems, Ammunitions,
diversify into allied and Unmanned systems,
new defence and non- Airborne radars, Network
defence areas and Cyber security, Software
products and services,
Homeland security & Smart
city business, e-governance,
CBRN protection systems,
Solar Cells manufacturing,
Satellite integration, Space
electronics and Turnkey
solutions. To facilitate entry
and conduct business in the
newly identified/allied areas,
the company seeks to amend
the main objects of the
Memorandum of Association
(MoA). This will enable the
company to leverage on
market opportunities as and
when they become available.
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Adoption of financial For For No qualification in the
September EXCHANGE LTD. statements for the year auditor's report.
198
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Reappoint Ajeet Kumar For Against Ajeet Kumar Agarwal, 59,
September EXCHANGE LTD. Agarwal (DIN: 02231613) is the Director of finance at
2019 as Director REC. He has attended 3 out
of 7 i. E. 43% of the meetings
held in FY19 and 23% (6 out
of 26) of the meetings held
over the last three years. We
attend all board meetings;
else, at the very least, 75%
of the board meetings over a
three-year period.
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Reappoint B S R & For For The company proposes to
September EXCHANGE LTD. Associates LLP as reappoint BSR & Associates
2019 statutory auditor for LLP for another five years.
five years and fix their Their reappointment is in line
remuneration with statutory requirements.
of Rs. 6. 6 mn plus applicable
GST, administrative charges
and out of pocket expenses,
on B S R & Co. LLP regarding
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Not fill casual vacancy For For Renuka Ramnath, 58, is the
September EXCHANGE LTD. which will be caused Founder & MD at Multiples
2019 by the retirement of Alternate Asset Management
Ms. Renuka Ramnath Pvt. Ltd. She was appointed
(DIN: 00147182) as as Director of the company
Non-Executive Non- on 29 March 2012. She will
Independent Director retire at the upcoming AGM
and the vacancy caused
by her retirement will not
be filled. This will not have
any material implications for
board independence.
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Gautam Dalmia For For Gautam Dalmia, 51, is the
September EXCHANGE LTD. (DIN: 00009758) as MD at Dalmia Bharat Ltd. He
2019 Director was appointed as Additional
Director on 20 December
2018 and is proposed to be
appointed as Non-Executive
Non-Independent Director,
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Tejpreet Singh For For Tejpreet Singh Chopra, 49,
September EXCHANGE LTD. Chopra (DIN: 00317683) is the Founder & CEO at
2019 as Independent Director Bharat Light & Power. He
for five years w.e.f. 5 was appointed as Additional
March 2019 till 4 March Director on 5 March 2019.
2024 His appointment is in line with
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Ms. Sudha Pillai For For Ms. Sudha Pillai, 69, is a
September EXCHANGE LTD. (DIN: 02263950) as retired IAS Officer. She was
2019 Independent Director for appointed as Additional
five years w.e.f. 26 April Director on 26 April 2019. Her
2019 till 25 April 2024 appointment is in line with the
199
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Ratify appointment of For For Satyanarayan Goel, 65,
September EXCHANGE LTD. Satyanarayan Goel (DIN: was appointed as the
2019 02294069) as Managing Managing Director and
Director & CEO for six CEO on 21 January 2014.
months w.e.f. 21 January With the completion of his
2019 up to 20 July 2019 term on 21 January 2019,
he was reappointed for six
months till 20 July 2019,
the company seeks to ratify
his reappointment. Post
the completion of his term,
he was appointed as Non-
Executive Chairperson
w. E. F. 21 July 2019. His
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Rajiv Srivastava For For Rajiv Srivastava, 54, was
September EXCHANGE LTD. (DIN: 03568897) as appointed as Additional
2019 Director Director on 3 June 2019. In
a separate resolution, the
company seeks approval for
his appointment as CEO and
MD w. E. F. 21 July 2019. His
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Ratify appointment of For For The proposed remuneration
September EXCHANGE LTD. Rajiv Srivastava (DIN: of Rajiv Srivastava is
2019 03568897) as Whole- estimated at Rs. 48. 5 mn
time Director from 3 June and Rs. 70. 0 mn for FY20
2019 till 20 July 2019 and and FY21 respectively.
as Managing Director & His remuneration structure
CEO from 21 July 2019 includes restricted stock
till 2 June 2024 and fix unites (RSU) at a grant
his remuneration price of Re. 1. 0 per share
(face value). Although we
do not support stock options
issued at a significant
discount to market price,
we recognize that RSUs
carry performance-based
vesting. Further, the RSU
grants appear to be one-
time - for which the company
has launched a separate
scheme (Resolution #11).
A professional, his annual
peers, commensurate with
his level of expertise and
overall performance of the
business.
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Approve Indian Energy For For Under the scheme, the
September EXCHANGE LTD. Exchange Limited company will grant 600,000
2019 Restricted Stock Unit restricted stock units at face
Scheme 2019 (RSU value of Re. 1. 0. We do
Scheme 2019) under not favour schemes where
which up to 0.2% of the exercise price is at a
the paid-up capital can significant discount to market
be issued and grant of price. However, the company
Restricted Stock Units to has confirmed that 560,000
eligible employees of the RSUs will be granted to
the recently appointed CEO
and MD, Rajiv Srivastava.
At this point, the company
does not propose to grant
the residual options from
the scheme. We recognize
the need for the company
to provide competitive
remuneration terms to attract
talent.
200
July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Approve remuneration For For Satyanarayan Goel, 65, was
September EXCHANGE LTD. to Satyanarayan Goel appointed as the Managing
2019 as Non-Executive Director and CEO on 21
Chairperson w.e.f. 21 January 2014. Post the
July 2019 completion of his term, he
was appointed as Non-
Executive Chairperson w. E.
F. 21 July 2019. He was paid
mn in FY19, which amounted
to 26. 37x the median
His commission for FY20 as
Non-Executive Chairperson
is estimated at ~Rs. 17. 2
mn. The company has fixed
an absolute cap over the
variable component, which is
a good practice.
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Adoption of standalone For For Financial analysis is useful.
2019
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management To declare final dividend For For The total dividend outflow
September LTD. of Rs.4.5 per share of including dividend tax for
2019 face value Rs.2.0 FY19 is Rs. 0. 8 bn. The
dividend payout ratio for the
year was 24. 1%.
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Reappoint Mahesh For For Mahesh Viswanathan
September LTD. Viswanathan (DIN: is the Deputy Managing
2019 02780987) as Director Director and the CFO. He
liable to retire by rotation retires by rotation and his
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Appoint Mohan Lal Jain For For Mohan Lal Jain is the former
September LTD. (DIN: 00148677) as a Assistant Managing Director
2019 Non-Executive Director and COO. He will retire by
liable to retire by rotation rotation. His appointment
requirements.
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Appoint Ms. Shruti For For Ms. Shruti Deepen Udeshi,
September LTD. Deepen Udeshi (DIN: 35, is an Investment
2019 06900182) as an Research professional. Her
Independent Director appointment is in line with
for a period of five years statutory requirements.
from 14 February 2019
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Reappoint Pratap G For Against Pratap G Pawar, has been
September LTD. Pawar (DIN: 00018995) on the board of Finolex
2019 as an Independent Cables for 21 years (since
Director for a period September 1998). Although
of five years from 9 his reappointment is
September 2019 compliant with regulations,
reappointing Pratap G Pawar
executive director.
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Approve remuneration For For The total remuneration
September LTD. of Rs.550,000 for Joshi proposed is reasonable
2019 Apte & Associates as compared to the size and
operations.
201
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Approve private For For The proposed NCDs will
September LTD. placement of non- be issued within the overall
2019 convertible debentures borrowing limit of Rs. 10
(NCDs) aggregating bn. The company’s debt
Rs.1.5 bn has an outstanding rating of
CRISIL AA+/ Stable/ CRISIL
A1+, which denotes high
degree of safety regarding
timely servicing of financial
obligations.
July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Approve purchase of For For Corning Finolex Optical Fibre
September LTD. optical fibre cables from Private Limited (CFOFPL) is
2019 Corning Finolex Optical 50:50 joint venture between
Fibre Private Limited Finolex and Corning Ventures
(a related party) upto France SAS. Finolex will get
Rs.0.8 bn or 2.0 mn KM the optical fibre at a price
fibre quantity, whichever lower than CFOFPL’s other
is higher customers. The proposed
transaction to be carried out
is in the ordinary course of
business.
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Adoption of standalone For For No qualification in auditor's
September EXCHANGE OF INDIA financial statements for report.
2019 LTD. the year ended 31 March
2019
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Adoption of consolidated For For No qualification in auditor's
September EXCHANGE OF INDIA financial statements for report.
2019 LTD. the year ended 31 March
2019
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management To declare a final For For The total dividend outflow
September EXCHANGE OF INDIA dividend of Rs. 20.0 per including dividend tax for
2019 LTD. share on face value Rs. FY19 is Rs. 1. 2 bn. The
10.0 each dividend payout ratio at 89.
9%.
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Reappoint Chengalath For For Chengalath Jayaram, 63,
September EXCHANGE OF INDIA Jayaram (DIN:00012214) is a Nominee Director of
2019 LTD. as Director Kotak Mahindra Bank. He
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Reappoint Ms. Padma For For Ms. Padma Raghunathan,
September EXCHANGE OF INDIA Raghunathan (DIN: 58, is a Nominee Director
2019 LTD. 07248423) as Director of NABARD. She retires
by rotation and her
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Appoint Padala Subbi For For "Padala Subbi Reddy, 56,
September EXCHANGE OF INDIA Reddy (DIN: 01064530) is the former MD & CEO
2019 LTD. as Director of Central Depository
Services Limited. In
a separate resolution
he is proposed to be
appointed as MD & CEO
of the company. His
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Appoint Padala Subbi For For Padala Subbi Reddy, 56,
September EXCHANGE OF INDIA Reddy (DIN: 01064530) is the former MD & CEO of
2019 LTD. as MD & CEO for five Central Depository Services
years w.e.f. 10 May 2019 Limited. The company
and fix his remuneration seeks to appoint him as
MD & CEO for five years
w. E. F. 10 May 2019 and
to fix his remuneration. His
His estimated pay of ~Rs. 31.
3 mn for FY20 is in line with
with the scale and size of
the business. The company
has capped his variable pay
which is a good corporate
governance practice.
202
July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management To increase foreign For For As per the Foreign Exchange
September EXCHANGE OF INDIA investment, limit up Management Act, 1999 and
2019 LTD. to 49% other applicable regulations,
foreign investors can acquire
and hold (on their own
account and on behalf of their
SEBI approved sub-accounts
together), up to an aggregate
limit of 24% of the paid-up
capital of an Indian company.
However, the sectoral cap is
fixed at 49%. In order to allow
for more foreign investments,
the board has proposed to
increase the limit from 34%
to 49%. This is an enabling
provision and may lead to
increased liquidity of the
company’s shares.
July 2019 - 21-Sep-2019 H C L TECHNOLOGIES NCM Management To merge HCL Eagle Ltd For For HEL, HCCL, HTSL and
September LTD. (HEL), HCL Comnet Ltd CSPL are wholly owned
2019 (HCCL), HCL Technology subsidiaries of HCL.
Solutions Ltd (HTSL) and Under the scheme, these
Concept2Silicon Systems subsidiaries will be merged
Private Ltd (CSPL) with with HCL and shares held
HCL Technologies Ltd by HCL will be cancelled
(HCL) by way of merger – no consideration will be
by absorption paid. The scheme will help
consolidate operations and
result in a cleaner structure.
There will be no impact on
the consolidated financials.
July 2019 - 23-Sep-2019 I T C LTD. Postal Ballot Management Appoint Ajit Kumar Seth For For Ajit Kumar Seth, 67, is
September (DIN: 08504093) as a retired IAS Officer. He
2019 Independent Director served as Cabinet Secretary
for a period of five years between June 2011 and June
from 13 July 2019 2015, and subsequently
as the Chairperson of the
Public Enterprises Selection
Board. His appointment as
independent director for a
term of five years meets all
statutory requirements. Ajit
Kumar Seth will be entitled
to remuneration, by way of
commission ranging between
7. 0 mn and 10. 0 mn each
financial year.
July 2019 - 23-Sep-2019 I T C LTD. Postal Ballot Management Appoint Anand Nayak For For Anand Nayak, 68, was
September (DIN: 00973758) as associated with ITC Ltd. For
2019 Independent Director more than four decades,
for a period of five years before retiring in December
from 13 July 2019 2015. He served as Head-
Human Resources from
1996 to 2015 in ITC Ltd.
Having completed a three-
year cooling period, his
appointment as independent
director for a term of five
years meets all statutory
requirements. Anand
Nayak will be entitled to
remuneration, by way of
commission ranging between
7. 0 mn and 10. 0 mn each
financial year.
203
July 2019 - 23-Sep-2019 I T C LTD. Postal Ballot Management Approve variations in For For The company has
September terms of remuneration increased the basic pay
2019 payable to Executive and assigned a cap to
Directors the long-term incentives
(ESOPs/ESARs) payable
to Executive Directors. The
size and complexity of
the responsibilities and is
comparable to peers. Given
that a substantial portion of
the remuneration payable
to executive directors
is variable, which links
performance with pay, we
support the variation in
terms of remuneration. The
company has clubbed the
increase in salary for all
executive directors into a
single resolution. We believe
that the company should
have brought separate
resolutions regarding the
new structure and for
each executive director to
enable shareholders to vote
independently on these.
July 2019 - 25-Sep-2019 INDIAMART AGM Management Adoption of standalone For For No qualification in auditor's
September INTERMESH LTD. and consolidated report.
2019
July 2019 - 25-Sep-2019 INDIAMART AGM Management Reappoint Dhruv For For Dhruv Prakash, 68, is a
September INTERMESH LTD. Prakash (DIN:05124958) management consultant
2019 as Non-Executive Non- and executive coach. He
Independent Director has over four decades of
professional experience and
has served on the board
for the past eight years. His
July 2019 - 25-Sep-2019 INDIAMART AGM Management Appointment of BSR For For The company proposes to
September INTERMESH LTD. & Co. LLP as statutory appoint BSR & Co. LLP in
2019 auditors for a period of place of the retiring auditors,
five years and fix their SR Batliboi & Associates
remuneration at Rs. 4.7 LLP. The appointment of
mn for FY20 BSR & Co. LLP as statutory
auditors is in line with our
requirements of Section
2013. However, we raise
concern over the possible
implications of investigations
by government bodies on
one of the firms of the same
audit network.
204
July 2019 - 25-Sep-2019 INDIAMART AGM Management Approve payment For For The company has a
September INTERMESH LTD. of professional fees service agreement with
2019 to Dhruv Prakash, Dhruv Prakash for three
Non-Executive Non- years from 10 December
Independent Director 2016. The services to
from FY20 onwards be rendered by Dhruv
Prakash includes executive
coaching; assessment
and development of senior
management and advice
on business strategy and
management. It was agreed
to pay Rs. 100,000 to
him towards each day of
coaching and Rs. 12,500
per hour for any other
consultancy services. During
2019-20 (till 30 June 2019)
the company has paid Rs.
600,000. We estimate his
annual fees at Rs. 2. 4 mn for
FY20, which is reasonable.
July 2019 - 25-Sep-2019 INDIAMART AGM Management Reappoint Dinesh For Against Dinesh Chandra Agarwal,
September INTERMESH LTD. Chandra Agarwal 50, represents the promoter
2019 (DIN: 00191800) as group. He has about three
Managing Director from 8 decades of experience
January 2020 and fix his in Industry, Business and
remuneration Corporate Management.
reappoint him for a further
term of five years from 8
January 2020. He was paid
mn, which is ~9. 1% of FY19
PBT. We estimate his FY20
remuneration at Rs. 48. 9 mn
which is high, not in line with
the company and higher than
industry peers.
July 2019 - 25-Sep-2019 INDIAMART AGM Management Reappoint Brijesh Kumar For Against Brijesh Kumar Agrawal, 42,
September INTERMESH LTD. Agrawal (DIN: 00191760) represents the promoter
2019 as Managing Director group. He has over two
from 8 January 2020 and decades of experience
fix his remuneration in Industry, Business and
Corporate Management.
reappoint him for a further
term of five years from 8
January 2020. He was paid
mn, which is ~6. 6% of FY19
PBT. We estimate his FY20
remuneration at Rs. 35. 7 mn
which is high, not in line with
the company and higher than
industry peers.
205
July 2019 - 25-Sep-2019 INDIAMART AGM Management Ratify pre-IPO IndiaMart For For Under ESOP- 2018 upto 1.
September INTERMESH LTD. Employee Stock Benefit 4 mn stock options can be
2019 Scheme – 2018 (ESOP granted, exercisable into
2018) through trust route 0. 7 mn equity shares. The
exercise price will be based
on the Market Price and NRC
has the power to provide
suitable discount or charge
premium on such price as
arrived above. Till date no
option has been granted.
Given, the past practice
to grant options at market
value. The expected dilution
on conversion of options
into equity is ~0. 2% of paid
up capital and given the
exercise price is likely to be
market value, the cost impact
will be reasonable.
July 2019 - 25-Sep-2019 INDIAMART AGM Management Ratify pre-IPO IndiaMart For For Through resolution #8, the
September INTERMESH LTD. Employee Stock Benefit company seeks to approve
2019 Scheme – 2018 (ESOP grant of stock options and
2018) and Stock stock appreciation rights
Appreciation Rights for under ESOP 2018 to
employees of present employees of present and
and future subsidiary future subsidiary companies.
companies Our recommendation on this
view on resolution #7.
July 2019 - 25-Sep-2019 INDIAMART AGM Management Approve modifications For For With respect to the calculation
September INTERMESH LTD. to pre-IPO IndiaMart of the appreciation of Stock
2019 Employee Stock Benefit Appreciation Rights (SAR)
Scheme – 2018 (ESOP unit, the appreciation will
2018) now be calculated as the
difference between the
vesting date price and the
SAR price instead of earlier
provision of calculation as
the difference between the
exercise date price and the
SAR Price. Since the vesting
period is four years and the
exercise period subsequent
to vesting is ten years, the
proposed change will reduce
the risk of uncertainty in the
appreciation on SAR units to
be received by the employee.
The proposed modifications
to the scheme have no
material impact for minority
shareholders.
July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Adoption of standalone For For No qualification in the
September LTD financial statements for auditor's report.
2019
July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Adoption of consolidated For For No qualification in the
September LTD financial statements for auditor's report.
2019
July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Approve final dividend For For The total dividend for FY19
September LTD of Re. 1.0 per equity is Re. 1. 0 per equity share,
2019 share of face value Rs. which is same as paid in
5.0 each FY18. The total dividend
outflow (including dividend
tax for FY19) is Rs. 28. 2 mn
is 6. 1%, which is low.
206
July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Reappoint G.V. For For G. V. Ravishankar is the
September LTD Ravishankar (IDN: Manging Director of Sequoia
2019 02604007) as a Capital. He was first inducted
Non-Independent on board in May 2011. He is
Non-Executive Director liable to retire by rotation. His
(Nominee, Sequoia reappointment is in line with
Capital) statutory requirements.
July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Reappoint SRBC & Co For For The company proposes to
September LTD LLP as statutory auditors reappoint SRBC & Co LLP as
2019 for a period of two statutory auditors for a period
years till the conclusion of two years. SRBC & Co
of the FY21 AGM at a LLP have served as statutory
remuneration of Rs. 3.46 auditors of the company for
mn per annum the past eight consecutive
years. Under section 139 of
the Companies Act 2013,
an audit firm’s tenure may
extend to a maximum of
five years each (maximum
10 years). Hence, they are
getting reappointed for two
years. Their reappointment
as statutory auditors for
two years is in line with our
Voting Policy on Auditor (Re)
appointments and provisions
of Section 139 of Companies
Act 2013. The proposed
(plus applicable taxes and
reimbursement expenses),
is reasonable given the size
and scale of the operations.
July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Adopt a new set of For Against The company is seeking
September LTD Articles of Association approval of shareholders
2019 for the adoption of the new
set of AoA by aligning it with
the provisions of Companies
Act, 2013. Shareholders
will be required to visit the
company’s premises to
understand the alterations
and review the revised
AoA. The company has not
uploaded the revised AoA
on its website – therefore, all
shareholders will not be able
to access the document.
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Adoption of standalone For For No qualifications from
September LTD. & consolidated financial auditors.
2019 statements for the year
ended 31 March 2019
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint M G For For M G George Muthoot is
September LTD. George Muthoot (DIN: a part of the promoter
2019 00018201), as director family and is Executive
liable to retire by rotation Chairperson of the company.
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George For For George Jacob Muthoot is a
September LTD. Jacob Muthoot (DIN: part of the promoter family
2019 00018235), as director and is Joint Managing
liable to retire by rotation Director of the company. He
207
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George For For George Alexander Muthoot
September LTD. Alexander Muthoot (DIN: was paid a remuneration of
2019 00016787) as Managing Rs 133. 2 mn in FY19 up
Director for five years 28% from that paid in FY18.
from 1 April 2020 and to As per our estimates his
fix his remuneration proposed remuneration (incl.
Variable component) is ~ Rs
160 mn for FY20 and Rs.
190. 0 mn for FY21 which
size and profitability of the
company and comparable
to industry peers. However,
each executive director,
can go upto 1. 0% of profits
which is not capped. As a
good governance practise
companies must cap the
commission payable to its
executive directors. Overall
family remuneration for
FY19 was Rs 547. 6 mn
which in absolute terms
is high but was 1. 8% of
PBT which is reasonable.
Even so the board has five
executive family members
on board, which is excessive:
this practice deters from
attracting right talent to the
company.
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint M G George For For M G George Muthoot was
September LTD. Muthoot (DIN: 00018201) paid a remuneration of Rs
2019 as Whole-time Director 133. 2 mn in FY19 up 28%
for five years from 1 from that paid in FY18.
April 2020 and to fix his As per our estimates his
remuneration proposed remuneration (incl.
company.
208
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George Jacob For For George Jacob Muthoot was
September LTD. Muthoot (DIN: 00018235) paid a remuneration of Rs
2019 as Whole-time Director 133. 2 mn in FY19 up 28%
for five years from 1 from that paid in FY18.
April 2020 and to fix his As per our estimates his
remuneration proposed remuneration (incl.
company.
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George For For George Thomas Muthoot
September LTD. Thomas Muthoot (DIN: was paid a remuneration of
2019 00018281) as Whole-time Rs 133. 2 mn in FY19 up
Director for five years 28% from that paid in FY18.
from 1 April 2020 and to As per our estimates his
fix his remuneration proposed remuneration (incl.
company.
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Appoint Ravindra For For Ravindra Pisharody, 66, is
September LTD. Pisharody (DIN: former Head of CV Business
2019 01875848) as at Tata Motors Ltd. Prior to
Independent Director for that he was Vice - President,
three years till the AGM Consumer Electronics
of 2022 business, Philips India. His
209
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Appoint Vadakkakara For For Vadakkakara Antony George,
September LTD. Antony George 70, is Chairman of Equipment
2019 (DIN: 01493737) as Leasing Association of India.
Independent Director for He was also a Member of
three years till the AGM the Advisory Committee of
of 2022 Reserve Bank of India. His
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint Pratip For For Pratip Chaudhari, 66, is
September LTD. Chaudhuri (holding former Chairman of State
2019 DIN: 00915201) as Bank of India. He was first
Independent Director for appointed to the board on
three years till the AGM 20 September 2018 for a
of 2022 term of three years, but he
resigned on 9 March 2018
due to personal reasons. His
July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Approve payment of For For The company paid a total
September LTD. commission to non- of Rs. 6. 0 mn (0. 02% of
2019 executive directors upto PBT) as commission to its
1% of the net profits non-executive directors
we expect the company to
continue being judicious in
paying commission to its
non-executive directors.
commission payable. We do
not encourage companies
July 2019 - 28-Sep-2019 SCHAEFFLER INDIA Postal Ballot Management Reappoint Renu Challu For For Renu Challu, 67, has been
September LTD. (DIN100157204) as with State Bank of India
2019 Independent Director (SBI) Group for over 38
for five years from 6 years, holding positions like
November 2019 DMD (Corporate Strategy
and New Business) SBI, MD
State Bank of Hyderabad,
President & Chief Operating
Officer, SBI Capital Markets
Ltd and MD & CEO, SBI
DFHI Ltd. Her reappointment
meets all statutory
requirements.
July 2019 - 30-Sep-2019 KNR AGM Management Adoption of standalone For For Financial analysis is useful.
September CONSTRUCTIONS and consolidated
2019 LTD. financial statements for
2019
July 2019 - 30-Sep-2019 KNR AGM Management Declare dividend of For For The company proposes final
September CONSTRUCTIONS Rs.0.4 per share dividend of Rs. 0. 4 per equity
2019 LTD. share. The total outflow on
account of dividend is Rs. 67.
7 mn. The dividend payout is
2. 6% (2. 5% in FY18) which
is very low.
July 2019 - 30-Sep-2019 KNR AGM Management Reappoint K Jalandhar For For K Jalandhar Reddy is the
September CONSTRUCTIONS Reddy (DIN: 00434911) Executive Director & CFO
2019 LTD. as Director, liable to retire of the company and is part
by rotation of the promoter family. He
in line with all statutory
requirements.
210
July 2019 - 30-Sep-2019 KNR AGM Management Ratify remuneration of For For The remuneration to be
September CONSTRUCTIONS Rs.300,000 for K K Rao paid to the cost auditor is
2019 LTD. & Associates as cost reasonable compared to
October 06-Oct-2019 GLAXOSMITHKLINE Postal Ballot Management Approve related party For For The company seeks
2019 - CONSUMER transactions with approval for purchase of
December HEALTHCARE LTD. GlaxoSmithKline Asia land in Sonepat, Haryana
2019 Private Limited for a maximum consideration
of Rs. 2. 4 bn and for other
transactions that are in
the nature of purchase
of goods, provision of
service for commission and
lease of properties. The
company has not provided a
valuation report to justify the
consideration value. Even so
we support the transaction
since GSK plc will reimburse
the consideration thus
making the purchase cost
neutral for the company.
The other transactions are
in the ordinary course of
business and at arm’s length.
Although we do not favour
resolutions on related party
transactions for an undefined
period, we recognize that the
company will need to come
back to shareholders for an
approval once the monetary
thresholds embedded in the
transactions are exceeded.
October 07-Oct-2019 DIVI'S Postal Ballot Management Reappoint Dr. Murali K. For Against Dr. Murali Divi belongs to the
2019 - LABORATORIES LTD. Divi (DIN: 00005040) as promoter group. We estimate
December Managing Director for a Dr. Murali K Divi’s FY20
2019 period of 5 years from 10 remuneration at Rs. 665. 8
October 2019 and fix his mn. We recognize that his
remuneration remuneration will primarily
be variable in nature, and
his past remuneration has
been aligned company
performance. Even so,
his FY19 remuneration of
Rs. 588. 1mn was 1462x
the median employee
remuneration. Further, his
FY19 remuneration was a
46% increase over his FY18
remuneration, vis-à-vis a 4%
increase in median employee
remuneration for the same
period. Dr. Murali Divi’s
higher than industry peers
and is not commensurate
to the size of the business.
While we support the
reappointment of Dr. Murali
K Divi, we do not favour
terms. Since the company
seeks a single approval for
both, his reappointment and
his remuneration, we do not
support the resolution.
211
October 07-Oct-2019 DIVI'S Postal Ballot Management Reappoint N. V. Ramana For Against N V Ramana is a
2019 - LABORATORIES LTD. (DIN: 00005031) as a professional. We estimate
December Wholetime Director for a N V Ramana’s FY20
2019 period of 5 years from 26 remuneration at Rs. 343. 2
December 2019 and fix mn. We recognize that his
his remuneration remuneration will primarily
been aligned company
Rs. 299. 0 mn was 744x
the median employee
remuneration. Further, his
FY19 remuneration was a 45.
2% increase over his FY18
period. N V Ramana’s
to the size of the business.
While we support the
reappointment of N V
Ramana, we do not favour
terms. Since the company
seeks a single approval for
both, his reappointment and
his remuneration, we do not
support the resolution.
October 23-Oct-2019 BAJAJ FINANCE LTD. Postal Ballot Management To issue securities to For For Assuming the issue is done
2019 - Qualified Institutional at current market price of
December Buyers (QIB) through Rs. 4000. 8 per share, Bajaj
2019 Qualified Institutional Finance will issue ~21. 2 mn
Placement (QIP) for an equity shares. This will lead
amount not exceeding to an overall dilution of 3.
Rs. 85.0 bn 5% on the expanded capital
base. The dilution will be for
all shareholders including
the promoters. We believe
the equity infusion will help
support the NBFC’s growth
plans and capital adequacy
requirements.
October 24-Oct-2019 ACCELYA KALE AGM Management Adoption of standalone For For There are no qualified
2019 - SOLUTIONS LTD. and consolidated opinions for the financial
December financial statements for statements of the company
2019 the year ended 30 June from the auditor.
2019
October 24-Oct-2019 ACCELYA KALE AGM Management Confirm interim dividend For For The company has proposed
2019 - SOLUTIONS LTD. of Rs.17.0 per equity a final dividend of Rs. 15. 0
December share and declare final per equity share of face value
2019 dividend of Rs. 15.0 Rs. 10. 0 for the year ended
per share of face value 30 June 2019. It has already
Rs.10.0 paid an interim dividend of
Rs. 17. 0 per equity share.
The total dividend for the
year amounts to Rs. 574. 9
mn. The dividend payout is
55. 4% (87. 3% in FY19).
212
October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint John Johnston For For John Johnston (DIN:
2019 - SOLUTIONS LTD. (DIN: 07258586) as a 07258586), the Chairperson
December Director, liable to retire by of Accelya Solutions India
2019 rotation Limited, has been on its
board since 14 August 2015.
He is also the Chief Executive
Officer of the Accelya group.
During FY18, he attended
and 63% of the meetings
Even so, we support his
reappointment since he is
the sole representative of the
holding company.
October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint B S R & Co For For B S R & Co LLP have
2019 - SOLUTIONS LTD. LLP as statutory auditors been auditors for the past
December for FY20 and fix their nine years. The company
2019 remuneration proposes to reappoint them
for another year. Their
year is in line with our Voting
Guidelines on Auditor (re)
on B S R & Co. LLP regarding
the firms of the KPMG audit
network.
October 24-Oct-2019 ACCELYA KALE AGM Management Approve participation For For Canary Topco Limited
2019 - SOLUTIONS LTD. of Employees and/or (Topco), is the ultimate
December Directors of Accelya parent of Accelya Solutions
2019 Solutions India Limited, India Limited and a
identified by Canary private limited company
Topco Limited, in the incorporated in England, UK.
Global Management Under Global Management
Rewards adopted by Rewards, cash rewards
Canary Topco Limited will be made to identified
key managers. There will
be no net financial impact,
liability or burden on the
company under the Global
Management Rewards.
The Global Management
Rewards will also not have
any net financial impact on
the company’s liability, profit
and loss account, balance
sheet and / or cash flow.
However, this carries the risk
of distorting the performance
metrics of Accelya Solutions
India Limited’s key
managers. Their pay must
be aligned and linked to the
performance of the company
where they are directly
responsible for driving and
steering the business. Even
though there are linkages
between the entities, since
Accelya Solutions India
Limited is a listed entity, the
company must ensure that a
dominant share of executive
directors’ pay is aligned to its
own interests.
213
October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint Sekhar For For Sekhar Natarajan, 65, is a
2019 - SOLUTIONS LTD. Natarajan (DIN: Chartered Accountant and is
December 01031445) as the Chairperson of Monsanto
2019 Independent Director India Ltd. He was appointed
upto 6 July 2021 as Independent Director in
requirements.
October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint Nani Javeri For For Nani Javeri, 73, is the
2019 - SOLUTIONS LTD. (DIN: 02731854) as former CEO of Bank Sohar,
December Independent Director Oman. He was appointed
2019 upto 7 July 2023 as Independent Director in
requirements.
October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint Ms. Sangeeta For For Ms. Sangeeta Singh, 59,
2019 - SOLUTIONS LTD. Singh (DIN: 06920906) is the founder of Sanguine
December as Independent Director Consultants. She was
2019 upto 17 July 2024 appointed as Independent
Director in July 2014. Her
October 30-Oct-2019 TATA CHEMICALS NCM Management To approve scheme of For For The proposed arrangement
2019 - LTD. arrangement between will transfer the consumer
December Tata Chemicals Ltd and business of Tata Chemicals
2019 Tata Global Beverages (TCL) - salt, spices and other
Ltd food products, to Tata Global
Beverages Limited (TGBL).
Equity shares of TGBL will
be issued to shareholders
of TCL, as consideration,
in the ratio of 1. 14:1. The
proposed transaction is
expected to benefit both
sets of shareholders:
the shareholders of Tata
Chemicals will be able to
participate in form of equity
and shareholders of Tata
Global Beverages will benefit
from consolidation of the
consumer business which will
bring the consumer business
of the Tata Group under one
entity. Post the arrangement,
Tata Global Beverages
will be renamed to Tata
Consumer Products. In order
to preserve the brand value
of Tata Salt, the consumer
products business is being
transferred to a Tata Group
entity, subject to necessary
approvals. Also, the transfer
pricing mechanism used for
salt supply will be similar to
that as currently reported in
TCL’s segmental disclosures.
214
October 19-Nov-2019 MINDA INDUSTRIES NCM Management To approve scheme of For For The proposed amalgamation
2019 - LTD. amalgamation between will transfer the entire seats
December Harita Limited, Harita and seating business of
2019 Venu Private Limited, Harita Seating Systems
Harita Cheema Private Limited (HSSL), a part of
Limited, Harita Financial the TVS group, to Minda
Services Limited and Industries Limited (MIL)
Harita Seating Systems including the joint venture
Limited with Minda between HSSL and F. S.
Industries Limited Fehrer Automotive GmbH.
The shareholders of MIL will
benefit by diversifying into
the seating business. The
valuation is at a maximum
of 32. 6% premium to market
capitalization on the day of
the announcement and in line
with industry peers. Minda
Industries and Harita are not
related entities.
October 22-Nov-2019 TATA MOTORS LTD EGM Management Approve issuance of For For The infusion by the
2019 - - DVR 201.6 mn equity shares promoters will result in a
December and 231.3 mn convertible dilution of ~12. 8% dilution for
2019 warrants at Rs. 150 per existing shareholders. While
each to Tata Sons Private the dilution is high, Tata
Limited (promoter) on Motors has long-term debt
a preferential basis, of ~Rs. 140 bn and ~Rs. 93
to raise Rs. 65.0 bn in bn due for maturity in CY19
aggregate and CY20, respectively.
Given, the current inability
of business to generate free
cash flow, the business will
have the raise funds to meet
the debt obligation. Infusion
of funds through equity will
improve the company’s
capital structure and credit
metrics. We generally do
not support warrants to
promoters, we are making
an exception to support
this resolution because the
company’s financial health
is improving but weak and
there is a need for fund
infusion. Infusion in terms
of warrants is expected to
arrest the rating downgrades
and support credit costs. We
have flagged the resolution
as issue of equity shares and
warrants have been clubbed
into a single resolution.
October 29-Nov-2019 H C L TECHNOLOGIES Postal Ballot Management Increase in authorized For For To accommodate a 1:1 bonus
2019 - LTD. share capital and issue, the company seeks
December subsequent alteration to increase its authorized
2019 of capital clause of capital to Rs 6.0bnn (3.0bn
Memorandum of equity shares of Rs. 2.0 each)
Association from Rs 3.0bn (1.5bn equity
shares of Rs. 2.0 each). This
will be done through the
creation of additional 1.5bn
equity shares.
October 29-Nov-2019 H C L TECHNOLOGIES Postal Ballot Management Approve issue of bonus For For The company proposes
2019 - LTD. shares in the ratio of one issuance of bonus shares
December bonus share for every to the shareholders of the
2019 share held (ratio of 1:1) company in the ratio of 1:1.
To issue the bonus shares,
the board has recommended
capitalization of reserves.
The bonus issue is being
made with a view to increase
the liquidity of the equity
shares in the secondary
market and to expand the
retail shareholder base.
215
October 03-Dec-2019 N M D C LTD. Postal Ballot Management Approve amendment of For For In line with a DPE circular, the
2019 - Articles of Association company proposes to amend
December the Articles of Association
2019 clauses pertaining to
borrowing powers under
clauses 39, 40 and 42 by
deleting the words "subject to
presidential approval". This
will reduce the veto powers
of the President of India and
improve the equitability of all
shareholders.
October 03-Dec-2019 N M D C LTD. Postal Ballot Management Approve private For For The issuance will be within
2019 - placement of non- the automatic borrowing limit
December convertible debentures of Rs. 100 bn.
2019 (NCDs)/ Other debt
securities upto Rs. 50 bn
October 03-Dec-2019 N M D C LTD. Postal Ballot Management Approval for creation For For The company proposes to
2019 - of charge, mortgage or create charge, mortgage or
December hypothecation on the hypothecation on the assets
2019 assets of the company of the company. The terms
of borrowing, interest rates
etc. For secured loans tend
to be better than those for
unsecured loans.
October 04-Dec-2019 HARITA SEATING NCM Management To approve scheme of For For The proposed amalgamation
2019 - SYSTEMS LTD. amalgamation between will transfer the seats and
December Harita Limited (HL) , seating business of Harita
2019 Harita Venu Private Seating Systems Limited
Limited (HVPL), Harita (HSSL), part of the TVS
Cheema Private Limited group, to Minda Industries
(HCPL), Harita Financial Limited (MIL) including the
Services Limited (HFSL) joint venture between HSSL
and Harita Seating and F. S. Fehrer Automotive
Systems Limited (HSSL) GmbH. HSSL’s shareholders
with Minda Industries will have an option to either
Limited (MIL) opt for equity participation
in MIL or subscribe to non-
convertible redeemable
preference shares issued by
MIL. While HL, HVPL, HCPL
& HFSL have no substantial
business operations, their
aggregate net worth is Rs.
450. 0mn and they hold a
cash and bank balance of Rs.
187. 5mn. To compensate for
this, additional 0. 5mn equity
shares will be issued to these
entities, which translates
into a consideration of Rs.
184. 2mn. This has been
factored in the swap ratios.
The transaction gives
Harita shareholders an
option to continue as MIL
shareholders, which has a
diversified product portfolio
or opt for guaranteed yield on
their investments in Harita.
Further the valuation is
comparable to industry peers
and recent sector deals in the
sector. Minda Industries and
Harita are not related entities.
216
October 04-Dec-2019 BANDHAN BANK LTD. Postal Ballot Management Reduction in the For For Post scheme of
2019 - authorized share amalgamation with GRUH
December capital and consequent Finance, Bandhan Bank
2019 amendment to the issued 416. 95 mn equity
capital clause of the shares of Rs 10 each as per
Memorandum of the share exchange ratio and
Association the paid-up capital of the
bank now stands at Rs 16.
1 bn. As per the provisions of
the scheme, the authorised
capital of the bank was
increased to Rs 52. 0 bn
divided into 5. 2 mn equity
shares of Rs. 10 each, from
17 October 2019. However,
as per provisions of Section
12(1)(i) of the Banking
Regulation Act, 1949, the
paid-up share capital of a
bank cannot be less than
one-half of its authorised
share capital. To comply with
provisions of the BR Act,
Bandhan Bank proposes to
reduce the authorised share
capital from Rs 52. 0 bn to
Rs 32. 0 bn. This reduction
requires a consequent
amendment to the Clause
V of the Memorandum of
Association.
October 04-Dec-2019 BANDHAN BANK LTD. Postal Ballot Management Increase in the total For For The current shareholding by
2019 - shareholding limits for FPIs and FIIs in the bank is
December all Foreign Portfolio ~13. 3% and the aggregate
2019 Investors (FPIs) and foreign holding is ~18. 3% of
Foreign Institutional the paid-up equity capital. As
Investors (FIIs) from 24% per guidelines for licensing
to 49% of the paid-up of new banks in the private
voting equity capital sector issued by the RBI
and the licensing conditions
for Bandhan Bank, the
aggregate non-resident
shareholding cannot exceed
49% in the first 5 years
without shareholder approval
and intimation to the RBI.
Approval is being sought
to increase the limit from
the current 24%. Further,
under the license terms, the
shareholding of the Non-
Operative Financial Holdings
Company, Bandhan Financial
Holdings is required to further
come down to 40% from the
current 60. 96% of the paid-
up capital of the Bank. The
increased FII and FDI limit of
49% will provide flexibility to
the bank to raise capital and
bring down promoter holding.
217
October 09-Dec-2019 MINDA INDUSTRIES NCM Management To approve the For For Minda Industries Limited
2019 - LTD. amalgamation between (MIL) proposes the merger
December MJ Castings Limited of its four wholly owned
2019 (MJCL), Minda subsidiaries: MJ Castings
Distribution and Services Limited (MJCL), Minda
Limited (MDSL), Minda Distribution and Services
Auto Components Limited (MDSL), Minda
Limited (MACL) & Minda Auto Components Limited
Rinder Private Limited (MACL) and Minda Rinder
(MRPL), wholly owned Private Limited (MRPL) into
subsidiaries with Minda itself. The proposed merger
Industries Limited (MIL) will simplify the existing
organizational structure
of MIL and may improve
operational efficiency. Since
all the four companies are
wholly owned subsidiaries
of MIL, no shares will be
issued upon the merger.
The current shareholding
of MIL in the subsidiaries
shall stand cancelled and
the shareholding pattern of
MIL will not change after the
merger.
October 09-Dec-2019 LUPIN LTD. EGM Management Divestment of entire For For The proposed divestment
2019 - shareholding in Kyowa of Kyowa will help monetize
December Pharmaceutical Industry investment made in the
2019 Co. Ltd (Kyowa), held Japanese generic drug
through Nanomi B.V market where margins
(Nanomi) to Plutus Ltd., are expected to be under
Japan (Unison) for a pressure in the future. The
consideration of JPY proceeds of ~INR 37,987 mn,
57,361 million will help reduce borrowing.
The valuation is comparable
to peers in the Indian market.
October 29-Dec-2019 NESCO LTD. Postal Ballot Management To approve the For For Nesco Limited (NESCO)
2019 - amalgamation between proposes to merge its wholly
December Nesco Limited (Nesco) owned subsidiary, Nesco
2019 and Nesco Hospitality Hospitality Private Limited
Private Limited (NHPL), (NHPL), with itself. The
its wholly owned proposed merger will simplify
subsidiary the existing organizational
structure of NESCO and
may improve operational
efficiency. Since NHPL is
wholly owned subsidiary of
NESCO, no shares will be
issued upon the merger.
The current shareholding of
NESCO in NHPL shall stand
cancelled.The shareholding
pattern of Nesco will not
change after the merger.
January 02-Jan-2020 DR. REDDY'S NCM Management To approve scheme of For For Dr. Reddy’s Holdings Limited
2020 - LABORATORIES LTD. arrangement between (DRHL) is a holding company
March Dr. Reddy’s Laboratories belonging to the promoters.
2020 Limited and Dr. Reddy’s In order the streamline the
Holdings Limited overall holding structure
of the group, the company
proposes a reverse merger.
As a result of the merger,
Dr. Reddy’s Laboratories
Limited (DRL) will issue
same number of shares
to shareholders of DRHL
as held by it directly in
DRL. The scheme will not
affect either the overall
promoter or non-promoter
shareholding in DRL. Thus,
there is no dilution for
existing shareholders and
the proposed structure will
have no material impact for
shareholders.
218
January 03-Jan-2020 BHARTI AIRTEL LTD. EGM Management To issue securities to For For Assuming the issue is done
2020 - Qualified Institutional at current market price of Rs.
March Buyers (QIB) through 442.5 per share, Bharti Airtel
2020 Qualified Institutional Limited will issue ~ 320.8 mn
Placement (QIP) for an equity shares. This will lead
amount not exceeding to an overall dilution of 5.9%
USD 2.0 bn (~ Rs. on the expanded capital
141.96 bn) base. The dilution will be for
the promoters. The company
states that the proceeds
from the issue will be utilized
towards payment of dues of
Rs. 342.6 bn, on account of
the Supreme Court’s order
on the definition of Adjusted
Gross Revenue (AGR).
January 03-Jan-2020 BHARTI AIRTEL LTD. EGM Management To issue Foreign For For "The company states that the
2020 - Currency Convertible proceeds from the issue will
March Bonds (FCCBs) and be utilized towards payment
2020 Redeemable Non- of dues of Rs. 342.6 bn, on
Convertible Debentures account of the Supreme
(NCDs) with/without Court’s order on the
warrants up to USD 1 bn definition of Adjusted Gross
(~Rs. 70.98 bn) through Revenue (AGR). Further, the
Qualified Institutional company has also declared
Placement (QIP) that in case of a favourable
judgement on account of the
review petition to be filed, the
funds will be utilized towards
repayment of debt, capital
expenditure, refinancing
of existing borrowings as
well as to meet the working
capital requirements.
The company has not
provided details regarding
the combination of FCCBs
and NCDs that will be issued
within the overall limit of USD
1.0 bn. In addition to this,
there is no clarity regarding
the conversion price of the
FCCBs. Notwithstanding, the
proposed issue will be critical
for the company to help pay
its dues."
January 09-Jan-2020 AXIS BANK LTD. Postal Ballot Management Reappoint S. For For "S. Vishvanathan, 65, has
2020 - Vishvanathan (DIN: an M. Sc. In Physics from
March 02255828) as St. Stephens’ College
2020 Independent Director and is an MBA and
from 11 February 2020 CAIIB. He retired as
upto 10 February 2023 MD & GE (Associates &
Subsidiaries) of SBI after
being with the SBI Group
for over 37 years. He is
chairperson of the committee
of directors and a member
of the audit committee,
review committee and the
stakeholder’s relationship
committee of Axis Bank.
He has attended all board
and committee meetings for
FY19. He was appointed
five years from 11 February
2015. Axis Bank proposes
to reappoint him for another
three years, taking the total
tenure to eight years as per
the provisions of Section
10A(2A) of the Banking
Regulation Act, 1949. The
all statutory requirements. "
219
January 13-Jan-2020 CHOLAMANDALAM Postal Ballot Management Issue securities to For For Assuming the issue is done
2020 - INVESTMENT & Qualified Institutional at the current market price
March FINANCE CO. LTD. Buyers (QIB) through of Rs. 309 per share, Chola
2020 Qualified Institutional will issue ~32. 4 mn equity
Placement (QIP) up to shares. This will lead to an
Rs. 10.0 bn overall dilution of 3. 97%
on the expanded capital
base. The dilution will be for
the promoters. We believe
the equity infusion will help
requirements.
January 13-Feb-2020 NIIT Postal Ballot Management Approve buyback of up For For The buyback of 1. 9 mn
2020 - TECHNOLOGIES LTD. to 1.9 mn equity shares equity shares will result in
March at a maximum price of an 3. 1% reduction in the
2020 Rs. 1,725.0 per share equity share capital. The
through a tender offer proposed buyback price of
Rs. 1725 is less than the
company’s current market
price. The promoters have
decided to participate in
the buyback; therefore, if
the buyback is successful,
there will be no change in
the company’s shareholding
pattern. The buyback will
use the company’s cash
on the standalone books,
which aggregated Rs. 3. 3
bn on 30 September 2019;
following the buyback, the
company will have liquidity
in the form of residual cash
in subsidiaries aggregating
Rs. 4. 2 bn.
January 24-Feb-2020 CHOLAMANDALAM Postal Ballot Management Issue upto 9.3 mn equity For For Assuming that the issue of 9.
2020 - INVESTMENT & shares on preferential 3 mn equity shares is done
March FINANCE CO. LTD. basis at Rs. 322.6 per at the preferential allotment
2020 share to Cholamandalam price of Rs. 322. 6 per share,
Finance Holdings Ltd, the company will raise Rs.
part of promoter group, to 3. 0 bn. Further, following
raise Rs. 3.0 bn shareholder approval for
a qualified institutional
placement (QIP) upto Rs.
10. 0 bn, the company has
raised Rs. 9. 0 bn. Although
the preferential issue will
increase the promoter
holdings, the preferential
issue and the QIP, approved
in the 12 January 2020 postal
ballot together, will result in
the promoter shareholding
reducing to 51. 7% from
52. 9%, with the public
shareholding increasing to
48. 3% from 47. 1%. The
equity infusion will help
requirements. Further, the
proposed infusion is also
expected to help shore
up promoter shareholding
following the QIP of Rs. 9.
0 bn completed in January
2020.
220
January 26-Feb-2020 DIVI'S Postal Ballot Management Approve payment of For For The company proposes to
2020 - LABORATORIES LTD. annual remuneration of pay annual remuneration
March Rs. 2.0 mn to all Non- of Rs. 2. 0 mn, over and
2020 Executive Directors from above sitting fees, to all
1 January 2020 Non-Executive Directors
(including Independent
Directors) from 1 January
2020. We discourage
the practice of seeking
shareholder approval in
perpetuity as it deprives
shareholders an opportunity
to periodically review the
Further, we expect the
company to directly link
director pay to profits instead
of a fixed pay-out: there is
no commission currently
payable to Non-Executive
Directors. Even so, we
support the resolution since
increasing responsibilities of
January 26-Feb-2020 DIVI'S Postal Ballot Management Appoint Kosaraju For For Kosaraju Veerayya
2020 - LABORATORIES LTD. Veerayya Chowdary Chowdary, 65, is the
March (DIN: 08485334) as an former Chief Vigilance
2020 Independent Director for Commissioner and
five years from 4 January Chairperson of the Central
2020 Board of Director Taxes. His
January 26-Feb-2020 DIVI'S Postal Ballot Management Approve revision of For Against Ms. Nilima Motaparti, 37,
2020 - LABORATORIES LTD. remuneration of Ms. is being redesignated
March Nilima Motaparti, as Whole-time Director
2020 Whole-time Director (Commercial) from 4
(Commercial) from 1 January 2020 and the
January 2020 till the end company proposes to revise
of her current term her remuneration for the
remainder of her current
term ending on 26 June
2022. Nilima Motaparti is
part of the promoter group.
We estimate her FY20
mn, including commission
of 1% of net profits. The
providing an absolute
cap on the commission
payable to its directors.
The aggregate family
remuneration amounted to
Rs. 807. 1 mn in FY19, which
is high in absolute terms.
While we recognize that her
remuneration will primarily
be variable in nature, her
with the size of the business.
221
January 26-Feb-2020 DIVI'S Postal Ballot Management Reappoint Kiran S. Divi For Against Kiran S Divi, 43, belongs
2020 - LABORATORIES LTD. (DIN: 00006503) as Chief to the promoter group.
March Executive Officer for a We estimate his FY20
2020 period of five years from remuneration at Rs. 233. 0
1 April 2020 and fix his mn including commission
remuneration of 1% of net profits.
While we support his
reappointment, we do not
favor the remuneration being
proposed. We recognize that
his remuneration will primarily
been aligned to company
Rs. 202. 3 mn was 503x
the median employee
remuneration, which is
high. Further, his FY19
remuneration was a 44%
increase over his FY18
period. His proposed
remuneration is higher than
industry peers and is not
of the business. The company
must provide an absolute
cap on the commission
payable to its directors.
Further, the aggregate family
remuneration amounted to
Rs. 807. 1 mn in FY19, which
is high in absolute terms.
January 26-Feb-2020 DIVI'S Postal Ballot Management Reappoint Madhusudana For For Madhusudana Rao Divi,
2020 - LABORATORIES LTD. Rao Divi (DIN: 75, belongs to the promoter
March 00063843) as Whole- group. We estimate his FY20
2020 time Director (Projects) remuneration at Rs. 12. 2
for a period of five years mn which is commensurate
from 1 April 2020 and fix with the size and scale of the
his remuneration business.
January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Reappoint Krishan Kant For Against K. K. Rathi is former CFO
2020 - BANK LTD Rathi (DIN:00040094) of the Future Group. He
March as Independent Director has been on the board of
2020 for three years from 30 AU Small Finance Bank
January 2020 since 18 March 2008. He
has attended all 6 board
meetings held till 20
January 2020. Although his
with regulations (the bank
considers his appointment
as Independent Director from
30 March 2015, which is in
line with the Companies Act
2013), we consider directors
to be non-independent once
they cross a tenure of ten
years from the date of their
first appointment. Therefore,
reappointment. If the board
wishes to retain him as a
director, it must consider
222
January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Reappoint Ms. Jyoti For For Ms. Jyoti Narang is former
2020 - BANK LTD Narang (DIN:00351187) COO – Indian Hotels Ltd.
March as Independent Director She was appointed as
2020 for three years from 30 Independent Director on
January 2020 30 March 2015. She has
attended 5 of 6 board
meetings held till 20 January
2020. Her reappointment
for another three years
requirements.
January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Reappoint Raj Vikash For For Raj Vikash Verma has over
2020 - BANK LTD Verma (DIN: 03546341) 36 years of experience in
March as Independent Director the financial, development
2020 for three years from 30 finance, regulatory
January 2021 supervision, housing,
mortgage finance and real
estate sectors. He is former
CMD – National Housing
Bank. He was appointed
as Independent Director on
30 January 2018. He has
attended all 6 board meetings
held till 20 January 2020. His
three years is in line with all
January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Designate Raj Vikash For For AU Small Finance Bank
2020 - BANK LTD Verma as Non-Executive proposes to designate Raj
March (Part-Time) Chairman Vikash Verma as Non-
2020 subject to RBI approval, Executive (Part-Time)
for one year from 30 Chairman subject to RBI
March 2020, at an approval, for one year, at
honorarium of Rs 2.0 mn an honorarium of Rs 2. 0
mn excluding sitting fees
and out of pocket expenses.
complexities of the banking
peers.
January 06-Mar-2020 TORRENT Postal Ballot Management Issue of equity shares or For For To raise Rs. 50 bn at current
2020 - PHARMACEUTICALS equity-linked securities market price of Rs. 2001.
March LTD. aggregating upto Rs 50 45 per share, the company
2020 bn through QIP or private will need to issue ~25. 0
placement mn equity shares. This will
result in equity dilution of
~12. 9% of the post–issue
share capital of the company.
The company proposes
to utilize the proceeds
for organic and inorganic
growth opportunities, long-
term working capital, capital
expenditure, refinancing
existing borrowings and other
corporate purposes.
223
January 06-Mar-2020 TORRENT Postal Ballot Management Reappoint Samir Mehta For Against Although we support Samir
2020 - PHARMACEUTICALS (DIN: 00061903) as Mehta’s reappointment, there
March LTD. Executive Chairperson is no clarity on his proposed
2020 from 1 April 2020 to 31 remuneration. In the past, his
March 2025 and fix his remuneration has been the
remuneration form of commission alone
and has aggregated Rs. 150
mn over the past four years
and in FY19. Samir Mehta
holds an executive position
in Torrent Power Limited
from where he received
additional remuneration,
which aggregated Rs. 10 mn
in FY19. In absence of any
remuneration structure and
no disclosures of an absolute
cap on the commission,
we are unable to make
an informed decision with
respect to Samir Mehta’s
proposed remuneration.
January 06-Mar-2020 TORRENT Postal Ballot Management Appoint Jinesh Shah For For Jinesh Shah, 42, has been
2020 - PHARMACEUTICALS (DIN: 00406498) as a associated with the company
March LTD. Wholetime Director for a since 2001. He has a
2020 period of five years from graduate degree in Science
1 August 2019 and fix his and has completed his MBA
remuneration from Temple University,
USA. We estimate Jinesh
Shah’s FY20 remuneration
at Rs. 45. 0 mn which is
commensurate to the roles
and responsibilities of the
to industry peers. Further,
he is a professional and his
skills carry market value.
providing an absolute cap on
the commission payable to its
directors.
January 07-Mar-2020 P V R LTD. Postal Ballot Management Approve PVR Limited For For The overall dilution of the
2020 - Employee Stock Option entire scheme is expected
March Plan 2020 (PVR ESOP to be 1. 0% on the expanded
2020 – 2020) under which capital base. The vesting
options not exceeding period will not be less than
520,000 equity shares 1 year and not more than
will be issued 4 years from the date of
grant of ESOPs. The NRC
has the discretion to grant
the options at a discount of
upto 5%. Since the options
are to be issued at or close
to the market price, the cost
impact of the scheme is likely
to be reasonable and it will
align employee incentives to
shareholder returns.
January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Reappoint Rahul Bajaj For For Rahul Bajaj, 82, is part of
2020 - (DIN: 00014529) as Non- the promoter group. His
March Executive Chairperson current term as Executive
2020 with effect from 1 April Chairperson ends on 31
2020 and ratify his March 2020. From 1 April
appointment as he is 2020, the board proposes
over 75 years of age to reappoint him as non-
executive Chairperson. In
line with recent changes in
SEBI’s LODR, the company
board post attaining the age
of 75 years. His continuation
requirements.
224
January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Approve remuneration to For For Rahul Bajaj, 82, represents
2020 - Rahul Bajaj from 1 April the promoter family on
March 2020 to 31 March 2021, the board. His proposed
2020 in excess of 50% of the remuneration as a non-
total annual remuneration executive director will be in
payable to all Non- the form of commission and
Executive Directors, sitting fees, and will be less
within 1% of net profits than his FY20 remuneration,
estimated at Rs. 110. 1
mn. The proposed cap on
remuneration is higher than
the remuneration paid to
some executive directors
(professionals). We support
the continuation of Rahul
Bajaj on the board as a non-
executive director and expect
judicious in its remuneration
payouts.
January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Adopt a new set of For For The existing Articles of
2020 - Articles of Association Association (AoA) are
March based on the provisions of
2020 the erstwhile Companies
Act, 1956. The company
proposes to adopt a new AoA
in line with model articles
contained in Table F of
Companies Act, 2013. In the
proposed AoA, the company
has included provisions
regarding the position of
Chairman Emeritus (who
will not be a director on the
company’s board), which is
not prejudicial to minority
shareholders. A copy of the
proposed AoA is available on
the company’s website.
January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Fix the Foreign Portfolio For For As per the Foreign Exchange
2020 - Investors’ (FPIs) Management (Non-debt
March investment limit to 24% of Instruments) Rules, 2019,
2020 the paid-up capital the existing FPI limit for the
company will be the sectoral
cap – 100% with effect from
1 April 2020. With approval
of the shareholders the
company can decrease this
limit to 24%, 49% or 74%
as it may choose before 31
March 2020. The current
FPI shareholding in the
company stands at 14%,
hence Bajaj Auto proposes
to cap this limit to 24% of
the paid-up equity share
capital. With this cap, there
is sufficient headroom for
FPIs to increase their stake.
The promoter group owns
53. 5% of the equity – over
time, we expect the company
to increase the FPI cap from
24%.
January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management Approve insertion of For For The company proposes to
2020 - Article 94A in the Articles add provisions in the Articles
March of Association regarding the position of
2020 Chairman Emeritus (who
will not be a director on
the company’s board. The
proposed provision is not
prejudicial to the interest
of minority shareholders. A
copy of the proposed AoA is
available on the company’s
website.
225
January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management Fix the Foreign Portfolio For For As per the Foreign Exchange
2020 - Investors’ (FPIs) Management (Non-debt
March investment limit to 49% of Instruments) Rules, 2019
2020 the paid-up capital the existing FPI limit for the
company will be the sectoral
cap – 100% with effect from
1 April 2020. With approval
of the shareholders, the
company can decrease this
limit to 24%, 49% or 74%
as it may choose before 31
March 2020. The current FPI
shareholding in the company
stands at 23%, hence, the
company proposes to cap
this limit at 49% of the paid-
up equity share capital at
any point of time on fully
diluted basis. Because the
promoters own 56. 2% of the
equity, we believe the FPI
cap of 49% is reasonable.
January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management To increase the For For As on 30 September 2019,
2020 - borrowing limit to Rs. 1.6 BFL had a debt of Rs. 978.
March trillion from Rs. 1.3 trillion 7 bn as against a networth
2020 of Rs. 220. 9 bn. BFL is
well capitalized - its overall
capital adequacy ratio of 26.
9%, on 31 December 2019,
is much higher than RBI’s
minimum requirement of
15%. Debt levels in NBFCs
are reined in by RBI’s capital
adequacy requirements. On
3 December 2019, BFL’s
ratings on debt were CRISIL
AAA/Stable/CRISIL A1+: the
ratings denote the highest
degree of safety with regards
to timely servicing of financial
obligations.
January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management Creation of charges/ For For The NBFC would need to
2020 - mortgages on company’s create a charge on its assets
March assets up to Rs. 1.6 to raise incremental debt:
2020 trillion secured debt usually carries
a lower cost than unsecured
debt.
226
January 15-Mar-2020 ICICI LOMBARD Postal Ballot Management Re-appointment of For For Sanjiv Mantri is Executive
2020 - GENERAL Sanjeev Mantri (DIN: Director – Retail. The terms
March INSURANCE 07192264), as Executive of his proposed remain
2020 COMPANY LTD. Director-Retail for five unchanged from those
years from 2 May 2020 to approved in the AGM of FY19
1 May 2025 and to fix his and by IRDAI. His proposed
remuneration at previous remuneration is estimated
terms at Rs. 99. 0 mn, including
fair value of stock options. It
is comparable to peers and
of operations and his role.
Sanjiv Mantri receives stock
options both from ICICI Bank
and ICICI Lombard: such
structures could potentially
create a conflict of interest.
Directors’ pay must be
aligned and linked to the
performance of the company
where they are directly
responsible for steering the
business. Even though there
are strong business linkages
between the entities, since
ICICI Lombard is now a listed
entity, going forward, it must
ensure that a dominant share
of executive directors’ pay is
aligned to its own interests
(which may, on occasion, be
different from those of ICICI
Bank).
January 15-Mar-2020 ICICI LOMBARD Postal Ballot Management Approve amendment For For The current size of the
2020 - GENERAL to the ICICI Lombard scheme is 5% of the issued
March INSURANCE Employees Stock Option capital of the company. As
2020 COMPANY LTD. Scheme-2005 on 31 March 2019, ICICI
Lombard has issued 19. 3 mn
shares under the ESOS 2005
scheme, which represents 4.
26% of the paid up capital.
revise the size of the scheme
by increasing the size to 7%
of the issued capital. The
ESOP pool will increase by
9. 1 mn shares to 31. 8 mn
shares from the current 22. 7
mn shares. Since the overall
dilution on the increased
scheme size is 1. 9% of the
expanded capital base and
the ESOPs are being granted
at market price, we believe
that increase in the pool size
will have minimal impact
on interests of minority
shareholders.
227
January 18-Mar-2020 HINDUSTAN Postal Ballot Management Appoint Wilhelmus Uijen For For Wilhelmus Uijen is a
2020 - UNILEVER LTD. (DIN: 08614686) as an postgraduate in Physics
March Executive Director- and a Dutch national. He
2020 Supply Chain for a term has been associated with
of five years w.e.f. 1 Unilever for the past 20
January 2020 and fix his years. Based on actual
remuneration payouts to other EDs in
FY19, we have estimated
his overall pay (inclusive
of ESOPs) for FY21 at Rs.
75. 0 mn. The remuneration
structure for Wilhelmus Uijen
does not provide any clarity
on individual components
of director remuneration.
Further, there is no absolute
cap on his performance
linked bonus/commission and
quantum of ESOPs he will be
granted. Notwithstanding,
business.
January 22-Mar-2020 IRCON Postal Ballot Management Approve the sub-division For For The sub-division of shares
2020 - INTERNATIONAL LTD. of equity shares from one is likely to improve market
March share of face value of liquidity for the stock.
2020 Rs. 10.0 per share to five
shares of face value Rs.
2.0 per share
January 22-Mar-2020 IRCON Postal Ballot Management Approve alteration For For As a result of the sub-division
2020 - INTERNATIONAL LTD. to Capital Clause of equity shares the company
March of Memorandum of proposes to change the
2020 Association (MoA) to Capital Clause (Clause
accommodate the sub- V) of the Memorandum of
division of equity shares Association (MoA). The new
MoA will reflect the proposed
authorized share capital of
Rs. 4. 0 bn, divided into 2.
0 bn equity shares of face
value Rs. 2. 0 each.
January 23-Mar-2020 P I INDUSTRIES LTD. Postal Ballot Management Issuance of equity shares For For Assuming the issue is done
2020 - up to Rs. 20.0 bn through at the current market price
March a qualified institutional of Rs. 1520 per share, the
2020 placement (QIP) company will issue ~13.
16 mn equity shares. The
issue will result in ~8. 7%
dilution on the expanded
equity base. The dilution
will be for all shareholders
including the promoters. The
company has received an
increase in inquiries from its
existing customers and has
a strong order book position
and continues to invest in
capacities through capital
expenditure. Raising funds
through the equity issuance
will strength the balance
sheet and capital structure
and provide impetus for
growth.
228
January 24-Mar-2020 LUMAX INDUSTRIES Postal Ballot Management Approve related party For For In FY19, the total value of
2020 - LTD. transactions with Lumax transactions was Rs. 3. 2
March Auto Technologies bn (17. 3% of standalone
2020 Limited up to Rs. 2.25 bn revenue). The transactions
for FY20 include purchase/sale of raw
materials, finished goods,
components, assets, capital
goods, rendering/availing of
services among others. The
proposed transactions will
be in the ordinary course of
business and on an arm’s
length basis.
229
INDEPENDENT AUDITOR’S REPORT

TO THE BOARD OF DIRECTORS OF
UNION TRUSTEE COMPANY PRIVATE LIMITED
Report on the Audit of the Financial Statements
Opinion
1. We have audited the accompanying financial statements of the under mentioned Close Ended Schemes (“the Schemes”) of Union Mutual Fund which comprise the Balance Sheets
as at the dates mentioned below, the Revenue Accounts and the Cash Flow Statements for the period/year ended as per dates mentioned below and a summary of the significant
accounting policies and other explanatory information.
Name of the Scheme Period / Year covered for Revenue Account and Cash Flow Statement Balance Sheet date
Union Capital Protection Oriented Fund - Series 7 April 1, 2019 to March 03, 2020 March 03, 2020 (till Maturity date)
Union Capital Protection Oriented Fund - Series 8 April 1, 2019 to March 31, 2020 March 31, 2020
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Securities and
Exchange Board of India (Mutual Funds) Regulations, 1996, as amended (the “SEBI Regulations”), in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
a) in the case of the Balance Sheets, of the state of affairs of the Schemes as at the dates mentioned above;
b) in the case of the Revenue Accounts, of the net surplus / (deficit) of the Schemes for the period / year ended on that date; and
c) in the case of the Cash Flow Statements, of the cash flows of the Schemes for the period / year ended on that date.
Basis for Opinion
3. We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India (“ICAI”). Our
responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. In conducting our audit we
have taken into account the provisions of the SEBI Regulations, the accounting standards issued by the ICAI, to the extent applicable, and matters which are required to be included
in the audit report under the provisions of the SEBI Regulations. We are independent of the Schemes in accordance with the ethical requirements that are relevant to our audit of the
financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matters
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Sr. No. Key Audit Matter Auditor’s Response
1. Valuation and existence of Principal audit procedures performed:
Investments: We gained an understanding of the internal control structure and operating effectiveness of key controls surrounding valuation
The valuation and existence of the and existence of investments.
portfolio of investments is considered We tested the valuation of the investments by testing the compliance with the valuation policy as approved by the Board of Union
as a key audit matter due to the Trustee Company Private Limited and in compliance with SEBI Regulations and Guidelines and by comparing the investment
magnitude of potential misstatement valuation from prices obtained from following sources:
as the portfolio of investments • security level prices received from agencies approved by Association of Mutual Fund in India (“AMFI”);
represents the principal element of • for equity securities, last quoted closing price on the National Stock Exchange (NSE) and if such security is not listed on
the net asset of the Scheme. NSE, then the last quoted price on the Bombay Stock Exchange (BSE); and
• Verification of amortization computation for debt securities having 30 or less days to maturity.
We also assessed and verified the provisions required as per SEBI guidance on below investment grade securities or default securities.
We tested the existence of the Investments by obtaining and reconciling the direct confirmations of the holdings from following sources:
• Custodian of the Schemes
• Reserve Bank of India
• Clearing Corporation of India Limited
We agreed the holdings as per above confirmations with the Schemes’ accounting records. We reviewed the reconciliations for
the cases where differences were observed, if any.
2. Multiple Information Technology Principal audit procedures performed:

(IT) Systems We involved our IT specialists to obtain an understanding of the entity’s IT related control environment. Furthermore, we
The controls over IT Systems and the conducted an assessment and identified key IT applications, databases and operating systems that are relevant to our audit and
operating effectiveness thereof is have identified key applications relevant for financial reporting.
considered as a key audit matter as For the key IT systems pertaining to financial reporting, our areas of audit focus included Access Security (including controls over
the Schemes are highly dependent privileged access), program change controls, database management and network operations.
on technology due to the significant We obtained an understanding of the entity’s IT control environment and key changes during the audit period that may be
number of transactions that are relevant to the audit.
processed daily and discrete IT
Systems used. The audit approach We tested the design, implementation and operating effectiveness of the Entity’s General IT controls over the key IT systems that
relies extensively on automated are critical to financial reporting. This included evaluation of entity’s controls to evaluate segregation of duties and access rights
controls and therefore on the being provisioned / modified based on duly approved requests, access for exit cases being revoked in a timely manner and
effectiveness of controls over IT access of all users being re-certified during the period of audit.
systems. We also tested key automated and manual business cycle controls and logic for system generated reports relevant to the audit;
IT application controls are critical to including testing of compensating controls or performed alternate procedures to assess whether there were any unaddressed IT
ensure that changes to applications risks that would materially impact the financial statements.
and underlying data are made in an
appropriate manner.
230
INDEPENDENT AUDITOR’S REPORT

Information Other than the Financial Statements and Auditor’s Report Thereon
5. The managements of Union Trustee Company Private Limited (“the Trustee”) and Union Asset Management Company Private Limited (“the AMC”) are responsible for the other
information. The other information comprises the information included in the Trustee Report of Union Mutual Fund, but does not include the financial statements and our auditor’s
report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
6. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
7. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of Management for the Financial Statements
8. The managements of Trustee and AMC are responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance
and cash flows of the Schemes in accordance with accounting policies and standards as specified in the Ninth Schedule of the SEBI Regulations, including the Accounting Standards
issued by the Institute of Chartered Accountants of India to the extent applicable, and in accordance with the accounting principles generally accepted in India.
9. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the SEBI Regulations for safeguarding the assets of the Schemes
and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
10. In preparing the financial statements, the managements of the Trustee and the AMC are responsible for assessing the Scheme’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Scheme or to cease operations, or
has no realistic alternative but to do so.
11. The managements of the Trustee and the AMC are also responsible for overseeing the Scheme’s financial reporting process.
Auditors’ Responsibility for the Audit of the Financial Statements
12. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of
expressing an opinion on the effectiveness of the Scheme’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Scheme’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Schemes to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
13. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
16. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on Other Regulatory Requirements
17. As required by SEBI Regulation 55 and Clause 5 of the Eleventh Schedule of the SEBI Regulations, we report that:
(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) The Balance Sheets, the Revenue Accounts and the Cash Flow Statements dealt with by this report are in agreement with the books of account of the Schemes; and
(c) The financial statements have been prepared in accordance with accounting policies and standards as specified in the Ninth Schedule of the SEBI Regulations.
18. As required by Clause 2 (ii) of Eighth Schedule of the SEBI Regulations, we report that, Non-traded securities have been valued following the “Principles of Fair Valuation” approved
by the Board of Directors of the Trustee and the AMC. In our opinion, these valuations are fair and reasonable.
For DELOITTE HASKINS & SELLS LLP
(Firm’s Registration No. 117366W/W-100018)
Pallavi A. Gorakshakar
Partner
(Membership No. 105035)
UDIN: 20105035AAAAGP6666
Mumbai, July 24, 2020
231
BALANCE SHEET OF CLOSE ENDED SCHEMES
Union Capital Protection Oriented Union Capital Protection Oriented

Fund - Series 7 Fund - Series 8
Schedule As at As at As at As at
March 03, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Rupees Rupees Rupees Rupees
LIABILITIES
Unit capital 1 3,085,757,170 3,085,757,170 3,098,993,990 3,099,093,990
Reserves and surplus 2 602,082,220 459,113,281 107,528,547 250,826,583
Current liabilities and provisions 3 6,892,496 6,136,771 3,802,978 7,446,441
3,694,731,886 3,551,007,222 3,210,325,515 3,357,367,014
ASSETS
Investments 4 3,694,081,319 2,991,142,954 3,010,322,054 2,805,831,425
Deposits 5 100,000 100,000 100,000 100,000
Other current assets 6 550,567 559,764,268 199,903,461 551,435,589
3,694,731,886 3,551,007,222 3,210,325,515 3,357,367,014
Significant Accounting Policies and Notes to Accounts 8
In terms of our report attached

For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited
Firm's Registration No. 117366W/W-100018
Pallavi A. Gorakshakar Mr. A. P. Kurian Mr. Madhavakumar Kuzhiyil Mr. Gopal Singh Gusain Mr. Rajkiran Rai Gundyadka
Partner Director Director Director Director
Membership No. 105035 DIN: 8022 DIN: 791168 DIN: 3522170 DIN: 7427647
G. Pradeepkumar Vinay Paharia

Chief Executive Officer Chief Investment Officer
Parijat Agrawal
Head-Fixed Income
Place : Mumbai Place : Mumbai Place: Mumbai
Date : July 24, 2020 Date : July 24, 2020 Date : July 23, 2020
232
REVENUE ACCOUNT OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED

Schedule For the period For the year ended For the year ended For the year ended
April 01, 2019 to March 31, 2019 March 31, 2020 March 31, 2019
March 03, 2020
INCOME AND GAINS:
Increase/(Decrease) in unrealised appreciation in value of (184,488,413) 135,222,413 (73,220,559) 45,366,106
investments and derivatives in securities
Interest 7 214,377,210 234,978,922 235,314,726 226,304,198
Profit on sale / redemption of investments in securities 108,750,918 - - 9,193
(other than inter-scheme transfer/sale) - net
Other income (Refer Schedule 8 - Note 24) - 1,411 - -
Total (A) 138,639,715 370,202,746 162,094,167 271,679,497
EXPENSES AND LOSSES:
Increase/(Decrease) in provision for depreciation in value of (45,624,000) 14,838,050 259,887,150 13,184,100
investments and derivatives in securities
Loss on sale / redemption of investments in securities - 1,209,016 7,271,600 -
(other than inter-scheme transfer / sale) - net
Management fees 22,030,021 50,218,620 22,828,495 44,242,197
Goods and Services Tax 3,965,404 9,039,350 4,109,128 7,963,598
(including related Cess) on Management fees
Trusteeship fees 7,080 7,080 7,080 7,080
Registrar and Transfer Agents fees and expenses 988,173 1,273,585 1,015,475 1,276,688
Commission to agents 7,841,313 16,101,397 8,575,591 19,847,843
Audit fees 88,972 115,640 88,972 122,394
Custodian fees 185,355 191,081 206,719 184,908
Investor education and awareness 659,178 676,525 686,978 650,035
Other operating expenses 706,061 658,879 715,015 491,695
Total (B) (9,152,443) 94,329,223 305,392,203 87,970,538
Net Surplus / (Deficit) for the year (C=A-B) 147,792,158 275,873,523 (143,298,036) 183,708,959
Add/ (Less): Income Equalisation (D) - (5,861,377) - (1,656,748)
Transfer to Unrealised Appreciation Reserve (E) 184,488,413 (135,222,413) 73,220,559 (45,366,106)
Transfer from Retained Surplus [Opening balance] (F) 275,706,324 - - -
Available Surplus / (Deficit) for appropriation (C+D-E+F) 607,986,895 134,789,733 (70,077,477) 136,686,105
Appropriation
Income Distributed 3,265,399 - - -
Tax on income distributed 1,557,820 - - -
Retained Surplus / (Deficit) carried forward to Balance sheet 603,163,676 134,789,733 (70,077,477) 136,686,105
Significant Accounting Policies and Notes to Accounts 8


Parijat Agrawal
Head-Fixed Income
233
CASH FLOW STATEMENT OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED

For the period For the year ended For the year ended For the year ended
March 03, 2020
A. Cashflow from Operating Activity
Net Surplus for the year including Unrealised Appreciation in value of Investments 147,792,158 275,873,523 (143,298,036) 183,708,959
Add/(Less): Increase/(Decrease) in unrealised appreciation in value of 184,488,413 (135,222,413) 73,220,559 (45,366,106)
investments in securities
Add/(Less): Increase/(Decrease) in provision for depreciation in value of (45,624,000) 14,838,050 259,887,150 13,184,100
investments in securities
Operating Surplus Before Working Capital Changes 286,656,571 155,489,160 189,809,673 151,526,953
Adjustments for:-
(Increase)/Decrease in Other Current Assets 559,610,253 (289,476,189) 344,253,786 (45,011,006)
(Increase)/Decrease in Deposits - (100,000) - (100,000)
(Increase)/Decrease in Investments 2,732,481,021 80,215,379.05 (288,059,513) (59,172,120)
Increase/(Decrease) in Current Liabilities and Provisions 755,725 190,888 (3,643,463) 2,353,688
Net Cash Generated From / (used in) Operating Activities 3,579,503,570 (53,680,762) 242,360,483 49,597,515
B. Cashflow from Financing Activities
Proceeds / (Repayment) on Issue / (Repurchase) of Units - (102,687,520) (100,000) (56,686,510)
Increase/(Decrease) in Unit Premium - (1,081,456) - (124,119)
Increase/(Decrease) in Income equalisation - (5,861,377) - (1,656,748)
Dividend Paid during the year (including dividend tax paid) (4,823,219) - - -
Net Cash Generated From / (used in) Financing Activities (4,823,219) (109,630,353) (100,000) (58,467,377)
Net Increase/(Decrease) in Cash & Cash Equivalents 3,574,680,351 (163,311,115) 242,260,483 (8,869,862)
Cash and Cash Equivalents as at the beginning of the year 119,951,535 283,262,650 40,670,392 49,540,254
Cash and Cash Equivalents as at the close of the year 3,694,631,886 119,951,535 282,930,875 40,670,392
Net Increase/(Decrease) in Cash & Cash Equivalents 3,574,680,351 (163,311,115) 242,260,483 (8,869,862)
Components of cash and cash equivalents
With Banks - in current account (Refer Schedule 6) 550,567 154,015 240,251 7,518,593
Triparty Repo (TREPS) (Refer Schedule 4) 3,694,081,319 119,797,520 282,690,624 33,151,799
3,694,631,886 119,951,535 282,930,875 40,670,392
Note: The above cashflow statement has been prepared under the indirect method set out in Accounting Standard 3 - Cash Flow Statement, issued by the Institute of Chartered
Accountants of India.


Parijat Agrawal
Head-Fixed Income
234
SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

As at March 03, 2020 As at March 31, 2019 As at March 31, 2020 As at March 31, 2019
Units Rupees Units Rupees Units Rupees Units Rupees
SCHEDULE 1 : UNIT CAPITAL
Initial Capital
(Unit Capital raised during New Fund Offer)
Units of Rs.10 each fully paid up 318,844,469 3,188,444,690 318,844,469 3,188,444,690 315,578,050 3,155,780,500 315,578,050 3,155,780,500
Outstanding Unit Capital
Dividend Option/ Dividend Payout Option
Opening Balance 2,397,069 23,970,690 2,497,069 24,970,690 380,900 3,809,000 380,900 3,809,000
Add: Issued during the year - - - - - - - -
Less: Repurchased during the year - - 100,000 1,000,000 - - - -
Unit Capital at the end of the year 2,397,069 23,970,690 2,397,069 23,970,690 380,900 3,809,000 380,900 3,809,000
Direct Plan - Dividend Option/ Direct Plan -
Dividend Payout Option
Opening Balance 58,500 585,000 58,500 585,000 - - - -
Less: Repurchased during the year - - - - - - - -
Unit Capital at the end of the year 58,500 585,000 58,500 585,000 - - - -
Growth Option
Opening Balance 295,084,294 2,950,842,940 305,239,546 3,052,395,460 305,760,999 3,057,609,990 311,429,650 3,114,296,500
Add: Issued during the year - - - - @(10,000) @(100,000) - -
Less: Repurchased during the year - - 10,155,252 101,552,520 - - 5,668,651 56,686,510
(Refer Schedule 8 - Note 1)
Unit Capital at the end of the year 295,084,294 2,950,842,940 295,084,294 2,950,842,940 305,750,999 3,057,509,990 305,760,999 3,057,609,990
Direct Plan Growth Option
Opening Balance 11,035,854 110,358,540 11,049,354 110,493,540 3,767,500 37,675,000 3,767,500 37,675,000
Less: Repurchased during the year - - 13,500 135,000 - - - -
(Refer Schedule 8 - Note 1)
Unit Capital at the end of the year 11,035,854 110,358,540 11,035,854 110,358,540 3,767,500 37,675,000 3,767,500 37,675,000
Total under all options
Opening Balance 308,575,717 3,085,757,170 318,844,469 3,188,444,690 309,909,399 3,099,093,990 315,578,050 3,155,780,500
Add: Issued during the year - - - - @(10,000) @(100,000) - -
Less: Repurchased during the year - - 10,268,752 102,687,520 - - 5,668,651 56,686,510
Unit Capital at the end of the year 308,575,717 3,085,757,170 308,575,717 3,085,757,170 309,899,399 3,098,993,990 309,909,399 3,099,093,990
@Units reversed during the year
235

As at As at As at As at
SCHEDULE 2 : RESERVES AND SURPLUS
Unit Premium Reserve
Opening balance (1,081,456) - (124,119) -
Net premium on issue /redemption of units during the year - (1,081,456) - (124,119)
Closing balance (1,081,456) (1,081,456) (124,119) (124,119)
Income Equalisation Reserve
Income Equalisation Reserve on issue /redemption of units during the year - (5,861,377) - (1,656,748)
Transfer to Revenue account - 5,861,377 - 1,656,748
Closing balance - - - -
Retained Surplus/(Deficit)
Opening Balance 275,706,324 140,916,591 177,703,383 41,017,278
Transfer to Revenue account (275,706,324) - - -
Surplus/(Deficit) transferred from Revenue Account 603,163,676 134,789,733 (70,077,477) 136,686,105
Closing balance 603,163,676 275,706,324 107,625,906 177,703,383
Unrealised Appreciation Reserve
Opening balance 184,488,413 49,266,000 73,247,319 27,881,213
Net change in unrealised appreciation reserve in value of investments and (184,488,413) 135,222,413 (73,220,559) 45,366,106
derivatives transferred from revenue account
Closing balance - 184,488,413 26,760 73,247,319
Total 602,082,220 459,113,281 107,528,547 250,826,583
SCHEDULE 3 : CURRENT LIABILITIES & PROVISIONS
Management fees payable 746,899 4,340,339 2,394,470 5,243,913
Other current liabilities and provisions 2,815,734 1,737,497 1,253,217 1,945,954
Investor education & awareness payable 64,465 58,935 55,291 56,574
Payable for distributed income 3,265,398 - - -
Refund payable to investors - - 100,000 200,000
Total 6,892,496 6,136,771 3,802,978 7,446,441
Market/Fair value Market/Fair value Market/Fair value Market/Fair value
SCHEDULE 4 : INVESTMENTS
Debentures and Bonds (Listed) - 2,862,378,550 2,717,790,400 2,766,149,700
Treasury Bills - 8,966,884 9,841,030 6,529,926
Triparty Repo (TREP's) 3,694,081,319 119,797,520 282,690,624 33,151,799
Total 3,694,081,319 2,991,142,954 3,010,322,054 2,805,831,425
SCHEDULE 5 : DEPOSITS
Deposit with Institutions (Margin money with The Clearing Corporation of India Ltd.) 100,000 100,000 100,000 100,000
Total 100,000 100,000 100,000 100,000
Deposit with Institutions
SCHEDULE 6 : OTHER CURRENT ASSETS
Balances with banks in current account 550,567 154,015 240,251 7,518,593
Option premium - 504,517,088 66,766,950 407,999,700
Outstanding and accrued income - 55,017,265 132,896,260 135,917,296
Other receivables - 75,900 - -
Total 550,567 559,764,268 199,903,461 551,435,589
For the period For the year ended For the year ended For the year ended
March 03, 2020
SCHEDULE 7 : INTEREST
Interest on debt, money market instruments and deposits 198,128,567 227,774,859 229,295,891 223,151,577
Interest on Reverse Repo / Triparty Repo 16,248,643 7,204,063 6,018,835 3,152,621
Total 214,377,210 234,978,922 235,314,726 226,304,198
236
SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS :

1. Background
Union Mutual Fund (‘the Fund’) is sponsored by Union Bank of India and Dai-ichi Life Holdings, Inc. and is constituted as a Trust under the Indian Trusts Act, 1882 with Union Trustee
Company Private Limited (‘the Trustee Company’) as the Trustee. In conformity with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, and
amendments thereto, Union Asset Management Company Private Limited (‘the AMC’) has been set up to act as the Asset Management Company to the Fund.Union Mutual Fund
was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India acquired the entire
shareholding held by KBC Participations Renta in Union Asset Management Company Private Limited and Union Trustee Company Private Limited on September 20, 2016 and
was the sole Sponsor of Union Mutual Fund till May 16, 2018. Subsequently, pursuant to the Investment and Subscription Agreement between Union Bank of India, Dai-ichi Life
Holdings, Inc. and Union Asset Management Company Private Limited; Dai-ichi Life Holdings, Inc. on May 17, 2018, invested in Union Asset Management Company Private
Limited, through Compulsorily Convertible Preference Shares (“CCPS”) for a total stake of 39.62% on a fully diluted basis, subject to relevant terms and conditions. Pursuant to this
investment Union Bank of India and Dai-ichi Life Holdings, Inc. have become Co-sponsors of Union Mutual Fund.The AMC had obtained approval from the Board of Directors of the
AMC and Trustee Company in their meeting held on December 05, 2018 and December 12, 2018 respectively, to seek requisite approvals from SEBI, RBI and other regulators with
respect to providing Management and Advisory Services to such Categories of Foreign Portfolio Investors as permitted under Regulation 24(b) of the SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time, and as specified by SEBI. In this regard, SEBI has issued a no-objection letter dated May 22, 2019 to the AMC for providing
Management and Advisory Services to such Categories of Foreign Portfolio Investors as permitted under Regulation 24(b) of the SEBI (Mutual Funds) Regulations, 1996. The AMC
has commenced this activity with effect from October 2, 2019.
The key features and investment objectives of the Schemes of Union Mutual Fund are as follows:
Scheme Name* Key features ** Investment objectives
Union Capital Close-ended capital protection oriented scheme allotted on February 28, 2017, matured on The investment objective of the Scheme is to seek capital
Protection Oriented March 3, 2020 protection on maturity by investing in fixed income
Fund - Series 7 The scheme offers the following plans/options: securities maturing on or before the tenure of the scheme
• Regular Plan - Growth Option and seeking capital appreciation by investing in equity
• Regular Plan - Dividend Option and equity related instruments.
• Direct Plan - Growth Option
• Direct Plan - Dividend Option
Union Capital Close-ended capital protection oriented scheme allotted on September 8, 2017, maturing on The investment objective of the Scheme is to seek capital
Protection Oriented September 11, 2020 protection on maturity by investing in fixed income
Fund - Series 8 The scheme offers the following plans/options: securities maturing on or before the tenure of the scheme
• Regular Plan - Growth Option and seeking capital appreciation by investing in equity
• Regular Plan - Dividend Option and equity related instruments.
• Direct Plan - Growth Option
• Direct Plan - Dividend Option
*Presentation of these separate Balance sheets and Revenue accounts in a columnar form is not intended to indicate that they bear any relation to each other, or are interdependent
or comparable in any way. All the above schemes have been collectively referred to as “Schemes”.
**In case the maturity date falls on a holiday, as per Scheme Information Document the maturity date will be the next working day. All the Schemes are listed on the NSE.
2. Significant accounting policies
A i) Basis of Accounting
The financial statements are prepared and presented on the accrual basis of accounting, under the historical cost convention, except for investments which are valued
based on principles of fair valuation, in accordance with the accounting policies and standards specified in the Ninth Schedule of SEBI (Mutual Funds) Regulations,
1996 and amendments thereto, as applicable.
ii) Use of Estimates:
The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (‘GAAP’) requires the management to make estimates and
assumptions that affect the reported amounts of assets and liabilities as at the date of the financial statements and the reported amount of revenues and expenses
during the reported period. The estimates and the assumptions used in the accompanying financial statements are based upon the Management’s evaluation of
relevant facts and circumstances as at the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the
accompanying financial statements. Any revision to accounting estimates is recognised prospectively in the current and future periods.
B Computation of net asset value
a) The net asset values of the units of the schemes is determined separately for the units issued under the various Options.
b) For reporting the net asset values within the portfolio, the scheme’s daily income earned, including realized profit or loss and unrealized gain or loss in the value of
investments, and expenses incurred, are allocated to the related options in proportion to their respective daily net assets (net assets of previous day plus subscription
and reduced by redemption for the day) of the Option.
C Revenue recognition
a. Dividend income is accrued on ex-dividend date.
b. Interest is recognized on a day to day basis as it is earned.
c. Appreciation/depreciation in value of investment in securities is computed category wise, wherein the carrying cost is compared with the market/fair value and the
resultant change in provision for depreciation in value of investments is charged to Revenue account. The resultant change in unrealized appreciation in value of
investment, if any, is credited to income in revenue account and then transferred to the unrealized appreciation reserve. Such unrealized appreciation in value of
investment is reduced before arriving at the distributable surplus.
d. Profit or loss on sale/redemption of investments is determined on the basis of the weighted average cost method.
e. In respect of discounted securities, the discount to redemption value is amortized and recognized as interest income equally over the period to redemption.
f. Income on Non-Performing Assets (NPA) is recognised on realisation.
237
SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

D Expenses
a. Expenses are accounted on an accrual basis.
b. Expenses (other than management fees) are disclosed inclusive of Goods & Services Tax.
c. Investor education and awareness expenses are accrued at the rate of 0.02% on daily net assets within the maximum limit of total expenses as per the SEBI
Regulations.
d. The Direct Plans have a lower expense ratio as no commission is paid from such plans.
e. The common expenses are allocated to schemes as per the method considered appropriate by the Trustee and AMC.
f. The additional expense ratio is charged on regular plans of the schemes in accordance with the SEBI MF Regulations and the guidelines prescribed by the Association
of Mutual Funds in India (AMFI) on sales from beyond Top 30 /Top 15 viz. B30/ B15 cities. This additional accrual is credited to separate account and is used only for
payment of distribution expenses such as commission, etc. The commission paid is clawed back proportionately for units redeemed within 1 year of investment.
g. Based on SEBI (Mutual Funds) (Second Amendment) Regulations, 2018 w.e.f. 30 May 2018, additional expenses under sub regulation 6A(c) of regulation 52 have
been reduced to 0.05 percent from 0.20 percent of daily net assets of the scheme and accordingly the same has been given effect in the books of accounts.
E Investments
a. Transactions for purchase and sale of investments are recorded on trade dates.
b. The cost of investments includes all costs incurred in acquiring the investments and incidental to acquisition of investments e.g. brokerage, transaction costs, Clearing
Corporation of India Ltd.(CCIL) charges and any other charges customarily included in the broker’s note (incurred for the purpose of execution of trade and is included in
the cost of investment and does not exceed 0.12 % of transaction value in case of cash market transactions and 0.05% of transaction value in case of derivative
transactions).In case of transaction cost exceeding the said limit, the same is charged to schemes within the SEBI specified limits.
c. Bonus entitlements are recognised on ex-bonus dates. Subdivision of face value is recognised on Ex-subdivision date.
d. Rights entitlements are recognised on ex-right dates.
e. On purchase of interest bearing investments, interest paid for the period from the last interest due date up to the date of purchase is not treated as a cost of purchase but
is treated as interest recoverable. Similarly, interest received at the time of sale for the period from the last interest due date up to the date of sale is not treated as part of
sale value but is treated as interest recovered.
F Securities classified as below investment grade or default
A money market or debt security shall be classified as “below investment grade” if the long term rating of the security issued by a SEBI registered Credit Rating Agency (CRA)
is below BBB- or if the short term rating of the security is below A3.
A money market or debt security shall be classified as “Default” if the interest and / or principal amount has not been received, on the day such amount was due or when such
security has been downgraded to “Default” grade by a CRA.
1. Treatment of accrued interest, future interest accrual and future recovery:
The treatment of accrued interest and future accrual of interest, in case of money market and debt securities classified as below investment grade or default, is detailed
below:
a. The indicative haircut that has been applied to the principal should be applied to any accrued interest.
b. In case of securities classified as below investment grade but not default, interest accrual may continue with the same haircut applied to the principal. In case of
securities classified as default, no further interest accrual shall be made.
2. The following shall be the treatment of how any future recovery should be accounted for in terms of principal or interest:
a. Any recovery shall first be adjusted against the outstanding interest recognized in the NAV and any balance shall be adjusted against the value of principal
recognized in the NAV.
b. Any recovery in excess of the carried value (i.e. the value recognized in NAV) should then be applied first towards amount of interest written off and then towards
amount of principal written off.
3. Treatment and disposal of illiquid securities or securities classified as default at the time of maturity / closure of schemes “In case of close-ended schemes, some of the
investments made by Mutual Funds may become default at the time of maturity of schemes. Further, at the time of winding up of a scheme, some of the investments
made by Mutual Funds may become default or illiquid. In due course of time i.e. after the maturity or winding up of the schemes, such investments may be realised by the
Mutual Funds. It is advised to distribute such amount, if it is substantial, to the concerned investors. In case the amount is not substantial, it may be used for the purpose
of investor education. The decision as to the determination of substantial amount shall be taken by the Trustees of Mutual Funds after considering the relevant factors
including number of investors, amount recovered, cost of transferring funds to investors; among others.
G Valuation of Investments
Principles of Fair Valuation of Securities:
SEBI has mandated AMCs to put in place a policy framework for valuing each type of security / asset on the principles of fair valuation with the objective of ensuring fair
treatment to all investors and pursuant to the same the AMC has framed policies for fair valuation of securities considering the best practice guidelines issued by AMFI and the
said policies have been adopted by the Board of AMC and Trustee Company.
1. Equity & equity related instruments:
Traded:
Traded equity securities are valued at the last quoted closing price on the Principal Stock Exchange i.e. National Stock Exchange (NSE). When on a particular valuation
day, the equity security(s) has not been traded on NSE, the value at which it is traded on another stock exchange is used, provided it is not more than thirty days prior to
the valuation date.
Futures and Options
As at the Balance Sheet date / date of determination, all open futures or option positions are valued at the closing price as determined by the exchange where it is traded.
Market values of traded open futures and option contracts is determined, with respect to the exchange on which they were contracted originally, i.e., a future or an option
contracted on the National Stock Exchange (NSE) would be valued at the closing price on the NSE and price of the Bombay Stock Exchange (BSE) if it has been
contracted on the BSE. In case there is no trade on the valuation day then the same is valued at settlement prices.
238

Valuation Upto 19th June 2019
2. Debt and Money Market Instruments including Government Securities and Treasury Bills - maturity greater than 60 days:
All the instruments having residual maturity greater than 60 days are valued as per AMFI Best Practices Guideline, at the average of prices provided at scrip level
by the rating agencies suggested by AMFI, currently, CRISIL and ICRA on a daily basis. In case of new security purchases for which prices are not provided by
CRISIL and ICRA (on the purchase date), valuation shall be carried out at amortization on a straight-line basis to maturity from cost or purchase price on trade date
for discounted instruments and at purchase price on trade date for coupon bearing instruments.
3. Debt and Money Market Instruments including Government Securities and Treasury Bills - maturity up to 60 days:
All Traded / Non-Traded / Thinly Traded Debt and Money Market Instruments including Government Securities and Treasury Bills with residual maturity of upto
sixty days are valued on a straight line amortisation basis to maturity from cost or last valuation price whichever is most recent. CRISIL and ICRA, the rating
agencies provide the matrix of spread over the risk free benchmark yield curves for such securities which are aggregated and averaged on a daily basis to arrive at
the reference price. The reference price is then compared with the amortized price. The amortized price is used for valuation as long as it is within ±0.10% of the
reference price. In case the amortized value is outside the above range, the YTM of the security is adjusted to bring the price within the ±0.10% range of reference
price so as to reflect fair value.
The spread i.e. difference between the purchase yield and the benchmark yield provided by rating agencies, fixed on the date of purchase of the security, would be
changed by the AMC only if the security is traded by the scheme.
Fund Manager would re-evaluate the change in the spread due to any event other than trade in the security, viz., change in credit rating / credit profile of the issuer
and approved by the valuation committee.
With effect from 20th June 2019
2. Debt and Money Market Instruments (Other than Government Securities and Treasury Bills) - maturity greater than 30 days:
All money market and debt securities including floating rate securities, with residual maturity of over 30 days shall be valued at average of security level prices
obtained from valuation agencies.
In case security level prices given by valuation agencies are not available for a new security (which is currently not held by any Mutual Fund), then such security
may be valued at purchase yield on the date of allotment / purchase.
3. Debt and Money Market Instruments (Other than Government Securities and Treasury Bills): - maturity up to 30 days:
Money market and debt securities including floating rate securities with residual maturity upto 30 days will be valued by amortisation on a straight-line basis to
maturity from cost or last valuation price whichever is more recent.
The amortised price shall be compared with the reference price which shall be the average of the security level price of such security as provided by the agencies
appointed by AMFI for said purpose, currently CRISIL and ICRA (hereinafter referred to as “valuation agencies”). The amortised price shall be used for valuation
only if it is within a threshold of ±0.025% of the reference price. In case of deviation beyond this threshold, the price shall be adjusted to bring it within the threshold
of ±0.025% of the reference price.
In case of subsequent trades by the fund in the same security and in same scheme, the weighted average of T-1 day valuation price and purchase price of the
additional purchase would be calculated and the result would be amortised for one day. The price arrived would be used for the purpose of amortization and the
same would be compared with the reference price. The amortised price may be used for valuation as long as it is within ±0.025% of the reference price. In case the
variance exceeds ±0.025%, the price shall be adjusted to bring it within the threshold of ±0.025% band.
In case of subsequent trades by the fund in the same security and in different schemes, then the amortised price of respective schemes shall be compared with the
reference price. The amortised price shall be used for valuation only if it is within a threshold of ±0.025% of the reference price. In case of deviation beyond this
threshold in any of the scheme, the price shall be adjusted to bring it within the threshold of ±0.025% of the reference price for all the schemes.
In case security level prices given by valuation agencies are not available for a new security (which is currently not held by any Mutual Fund), then such security
may be valued on amortization basis on the date of allotment / purchase.
Further, with effect from June 30, 2020 onwards, amortization based valuation is dispensed with and irrespective of residual maturity, all money market and debt
securities are valued at average of security level prices obtained from valuation agencies.
4. Valuation of Government Securities (including Treasury Bills (T-bills), State Development Loans (SDL) and Cash Management Bills (CMBs):
From June 20, 2010 till September 24, 2019, Government Securities including T-bills, SDL, CMBs having residual maturity upto 30 days were valued by amortization
on a straight-line basis to maturity from cost or last valuation price whichever was more recent and Government Securities including T-bills, SDL, CMBs having residual
maturity greater than 30 days were valued by taking average of aggregated scrip level prices provided by valuation agencies, CRISIL and ICRA.
With effect from September 25, 2019, irrespective of the residual maturity, Government Securities (including Treasury Bills (T-bills), State Development Loans
(SDL) and Cash Management Bills (CMBs) is valued at average of security level prices obtained from valuation agencies, CRISIL and ICRA.
5. Valuation of money market and debt securities which are rated below investment grade:
All the money market and debt securities which are rated below investment grade shall be valued at the price provided by rating agencies.
Till such time the valuation agencies compute the valuation of money market and debt securities classified as below investment grade, such securities shall be
valued on the basis of indicative haircuts provided by these agencies. These indicative haircuts shall be applied on the date of credit event i.e. migration of the
security to sub-investment grade and shall continue till the valuation agencies compute the valuation price of such securities. Further, these haircuts shall be
updated refined, as and when there is availability of material information which impacts the haircut.
In case of trades during the interim period between date of credit event and receipt of valuation price from valuation agencies, AMCs shall consider such traded
price for valuation if it is lower than the price post standard haircut. The said traded price shall be considered for valuation till the valuation price is determined by
the valuation agencies.
In case of trades after the valuation price is computed by the valuation agencies as referred above and where the traded price is lower than such computed price,
such traded price shall be considered for the purpose of valuation and the valuation price may be revised accordingly.
The trades referred above shall be of a minimum size as determined by valuation agencies.
239

6. Reverse Repo and Triparty Repo (TREPS)
Investments in repurchase (repo) transactions (including tri-party repo i.e. TREPS) with tenor of upto 30 days, shall be valued on cost plus accrual basis.
7. Mutual Fund Units
In case of traded Mutual Fund schemes, the units would be valued at closing price on the stock exchange on which they are traded. In case of non-traded Mutual
Fund schemes, the last declared Repurchase Price (the price at which Mutual Fund scheme buys its units back) would be considered for valuation.
H Unit Premium Reserve Account
Upon issue/redemption of units, the net premium or discount to the face value of units is adjusted against the unit premium reserve of each Option and an appropriate portion
of the issue proceeds and redemption payouts is credited / debited to the equalization account. Credit balance in Unit Premium Reserve is treated at par with unit capital and is
not utilised for the calculation of distributable surplus.
I Equalization Account
When units are issued or redeemed, the distributable surplus as on the date of the transaction is determined by reducing the net unrealised appreciation reserve in the value of
investments from the balance in the Revenue Reserve Account. Based on the number of units outstanding on the transaction date, the distributable surplus associated with
each unit is computed. The per unit amount so determined is credited / debited to the equalization account on issue / redemption of each unit respectively.“The balance in
equalization account is transferred to revenue account at the year-end without affecting the net income of the Scheme.
J Exit Load
Exit load charged to investor is credited to the revenue account of the scheme net of Goods & Services Tax (GST).
K Cash and cash equivalents
Cash and cash equivalents include balances with banks in current accounts; deposits placed with scheduled banks (with an original maturity of up to three months) and
Triparty Repo (TREPS) (including reverse repurchase transactions).
3. Net Asset Value
Scheme Option Net Asset Value (NAV) Net Asset Value (NAV)
per unit as at per unit as at
March 31, 2020 March 31, 2019*
Rupees Rupees
Union Capital Protection Oriented Fund - Series 7# Regular Plan - Growth Option 11.9594 11.4819
Regular Plan - Dividend Payout Option 10.0000 11.4819
Direct Plan - Growth Option 12.1600 11.6477
Direct Plan - Dividend Payout Option 10.0000 11.6477
Union Capital Protection Oriented Fund - Series 8 Regular Plan - Growth Option 10.3453 10.8080
Regular Plan - Dividend Payout Option 10.3453 10.8080
Direct Plan - Growth Option 10.4816 10.9227
#
NAV as of last day of the Fund (i.e. March 03, 2020)
4. (a) Cost and Market/Fair value of investments and derivatives are as under:
Investments Union Capital Protection Oriented Union Capital Protection Oriented
March 03, 2020 March 31, 2020
Cost (Rupees) Market Value/ Cost (Rupees) Market Value/
Fair Value (Rupees) Fair Value (Rupees)
Debentures and Bonds (Listed) - - 2,764,707,200 2,717,790,400
Treasury Bills - - 9,814,270 9,841,030
Triparty Repo (TREP's) 3,694,081,319 3,694,081,319 282,690,624 282,690,624
Option premium - - 334,759,500 66,766,950
Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREP's)
Previous year: As at March 31, 2019
March 31, 2019 March 31, 2019
Cost (Rupees) Market Value/ Cost (Rupees) Market Value/
Fair Value (Rupees) Fair Value (Rupees)
Debentures and Bonds (Listed) 2,908,002,550 2,862,378,550 2,821,171,900 2,766,149,700
Treasury Bills 8,952,915 8,966,884 6,522,807 6,529,926
Triparty Repo (TREP's) 119,797,520 119,797,520 33,151,799 33,151,799
Option premium 320,042,644 504,517,088 334,759,500 407,999,700
Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREP's)
240

4. (b) Aggregate appreciation/(depreciation) in the value of investments and derivatives are as follows: (Contd.)
Debentures and Bonds (Listed) - (45,624,000) (46,916,800) (55,022,200)
Treasury Bills - 13,969 26,760 7,119
Option premium - 184,474,444 (267,992,550) 73,240,200
(c) All the investments are held in the name of the Scheme, except for Government
securities (including Treasury Bills) which are held in the name of the Fund.
(d) Aggregate fair value of non traded investments
Investments Union Capital Protection Union Capital Protection
Oriented Fund - Series 7 Oriented Fund - Series 8
March 03, 2020 March 31, 2020
Rupees Rupees
Aggregate fair value of non traded investments valued in good faith (Refer note 2F) - 2,114,791,450
Previous year: As at March 31, 2019
Investments Union Capital Protection Union Capital Protection
March 31, 2019 March 31, 2019
Rupees Rupees
Aggregate fair value of non traded investments valued in good faith (Refer note 2F) 2,309,575,450 2,766,149,700
5. Purchase/Sales of Investments
(a) The aggregate value of investments acquired and sold / redeemed (excluding Triparty
Repo,Reverse Repo and Fixed Deposit transactions) during the year and these
amounts as a percentage of average daily net assets is as follows
For the year / period ended March 31, 2020
Scheme Name Purchases % to Average daily Sales % to Average daily
(Rupees) net assets (Rupees) net assets
Union Capital Protection Oriented Fund - Series 7# 2,219,906,158 62.20% 5,096,900,000 142.81%
Union Capital Protection Oriented Fund - Series 8 232,518,453 6.77% 279,400,000 8.13%
#
Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020.
(b) The aggregate value of premium paid on Purchases for the year / period ended March 31, 2020
Union Capital Protection Oriented Fund - Series 7 # - - - -
Union Capital Protection Oriented Fund - Series 8 - - - -
#
The aggregate value of premium paid on Purchases for the year / period ended March 31, 2019
Union Capital Protection Oriented Fund - Series 7 152,417,644 4.51% - -
Union Capital Protection Oriented Fund - Series 8 - - - -
6. Management and Trusteeship Fees
i) The Schemes pay fees for investment management services (excluding Goods & Services Tax) under an agreement with the AMC. This fee is computed as a percentage of
Scheme’s average daily net assets, after excluding the net asset value of the investments by the AMC in the scheme, the net asset value of the investments made in other
schemes and fixed deposits as applicable. “Following are the rates at which the Investment Management fees were charged to schemes on daily average net assets on an
annualized basis.
241

6. Management and Trusteeship Fees (Contd.)
Scheme Name For the year / period ended March 31, 2020 For the year / period ended March 31, 2019
Management fees % to average daily net assets Management fees % to average daily net assets
Regular Direct Total Regular Direct Total Regular Direct Total Regular Direct Total
Plan* Plan Plan* Plan Plan* Plan Plan* Plan
Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount
in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees
Union Capital Protection 21,226,030 803,991 22,030,021 0.67% 0.67% 0.67% 48,396,291 1,822,329 50,218,620 1.48% 1.48% 1.48%
Oriented Fund - Series 7#
Union Capital Protection 22,547,697 280,798 22,828,495 0.66% 0.66% 0.66% 43,700,756 541,441 44,242,197 1.36% 1.36% 1.36%
Oriented Fund - Series 8
*Represents other than Direct Plan
#
ii) The trusteeship fees payable to Union Trustee Company Private Limited is a fixed monthly amount of Rs.500/- per scheme for close ended schemes and balance allocated amongst the
open ended schemes on the basis of average assets under management. The accrual is subject to a maximum of Rs.20,00,000 (Rs.20,00,000 previous year) per annum.
7. Income and Expenditure
The total Income (including Loss on sale / redemption of investments and Change in Provision for depreciation in value of investments) and Expenditure (excluding Loss on sale /
redemption of investments and Change in Provision for depreciation in value of investments but including service tax/Goods & Services Tax on management fees) and these
amounts as a percentage of the scheme’s average daily net assets on an annualized basis are provided below :
Scheme Name Income (including realized l Expenditure at Expenditure at Plan level
oss on sale of investments) Plan level as % to average daily
net assets (annualised)
Total % to average Regular Direct Total Regular Direct Total
daily net Plan* Plan Plan* Plan
assets
Amount Amount Amount Amount
in Rupees in Rupees in Rupees in Rupees
Union Capital Protection Oriented Fund - Series 7# 184,263,715 5.59% 35,429,825 1,041,732 36,471,557 1.12% 0.87% 1.11%
Union Capital Protection Oriented Fund - Series 8 (105,064,583) (3.06%) 37,869,781 363,672 38,233,453 1.12% 0.86% 1.11%
#
Scheme Name Income (including realized Expenditure at Expenditure at Plan level
loss on sale of investments) Plan level as % to average daily
net assets (annualised)
Total % to average Regular Direct Total Regular Direct Total
daily net Plan* Plan Plan* Plan
assets
Amount Amount Amount Amount
in Rupees in Rupees in Rupees in Rupees
Union Capital Protection Oriented Fund - Series 7# 354,155,680 10.47% 76,025,744 2,256,413 78,282,157 2.33% 1.84% 2.31%
Union Capital Protection Oriented Fund - Series 8 258,495,397 7.95% 74,114,093 672,345 74,786,438 2.31% 1.69% 2.30%
#
8. Disclosure under Regulation 25(8) of SEBI (Mutual Funds) Regulations, 1996:
8.1 Brokerage paid to associates/related parties/group companies of Sponsor/Asset Management Company on investments transactions: Rs. Nil (Previous year/period Rs. Nil)
8.2 Payment of Commission for Distribution and Sale of Units to associates/related parties/group companies of Sponsor/AMC :
Paid by Union Mutual Fund Schemes
Scheme Name Name of associates/ related Nature of Period covered Business given Commission paid
parties/ group companies Association (Rupees Crs. and % of (Rupees and % of total
of Sponsor/AMC / Nature of total business received commission paid by
relation by the fund)* the fund)
Rupees (Crs.) % Rupees %
Union Capital Protection Oriented Union Bank of India Sponsor For the year / - - 7,812,362 99.57
Fund Series - 7# period ended
March 31 , 2020
Union Capital Protection Oriented - - 8,227,102 95.94
Fund Series - 8
#
242

8. Disclosure under Regulation 25(8) of SEBI (Mutual Funds) Regulations, 1996: (Contd.)
8.2 Payment of Commission for Distribution and Sale of Units to associates/related parties/group companies of Sponsor/AMC :
Union Capital Protection Oriented Kashi Gomti Samyut Associate of For the year - - 3,134 0.04
Fund Series - 7# Gramin Bank Sponsor / period ended
March 31 , 2020
Union Capital Protection Oriented - - 25,771 0.30
Fund Series - 8
#
Paid by Union Asset Management Company Private Limited: Nil
Previous year: For the year eneded March 31, 2019
Union Capital Protection Union Bank of India Sponsor For the year / - - 16,047,493 99.67
Oriented Fund Series - 7 period ended
March 31 , 2019
Union Capital Protection - - 19,075,780 96.11
Oriented Fund Series - 8
Union Capital Protection Kashi Gomti Samyut Associate of For the year / - - 5,693 0.04
Oriented Fund Series - 7 Gramin Bank Sponsor period ended
March 31 , 2019
Union Capital Protection - - 53,571 0.27
Oriented Fund Series - 8
Paid by Union Asset Management Company Private Limited: Nil.
8.3 Underwriting obligations undertaken by the Schemes with respect to issue of securities by associate companies during the year/period: Rs.Nil (Previous year/period Rs. Nil)
8.4 Devolvement during the year/period: Rs. Nil (Previous period Rs. Nil)
8.5 Subscription by the schemes in the issues lead managed by sponsors or its associate companies: Rs. Nil (Previous year/period Rs. Nil)
8.6 Subscription to any issue of equity or debt on private placement basis where the sponsor or its associate companies have acted as arranger or manager: Rs. Nil (Previous
year/period Rs. Nil)
8.7 Payment of bank charges
Scheme Name Name of associates Nature of Association/ For the year / period For the year / period
Nature of relation ended March 31, 2020 ended March 31, 2019
Amount in Rupees Amount in Rupees
Union Capital Protection Oriented Fund Series - 7# Union Bank of India Sponsor - -
Union Capital Protection Oriented Fund - Series 8 83 155
# Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020.
8.8 The Schemes have paid Management and Trustee Fees to Union Asset Management Company Private Limited and Union Trustee Company Private Limited respectively as
disclosed separately in Revenue accounts of Schemes.
9. Related Party Transactions
Names of the Related Parties and Relationship
1. Union Asset Management Company Private Limited (Asset Management Company)
2. Union Trustee Company Private Limited (Trustee Company)
3. Kashi Gomti Samyut Gramin Bank (Associate of Sponsor)
243

4. Union Bank of India (Sponsor)
5. Dai-ichi Life Holdings, Inc. (Sponsor)
6. Star Union Dai-Ichi Life Insurance Company Limited (Associate)
7. G. Pradeepkumar-Chief Executive Officer of Union Asset Management Company Private Limited (Key Managerial Personnel)
8. Schemes of Union Mutual Fund managed by Union Asset Management Company Private Limited
The Schemes have entered into transactions with related parties which are required to be disclosed in accordance with Accounting Standard - 18 ‘Related Party Disclosures’.
(a) The transactions entered into (except subscription/redemption of units) during the year/period with the related parties are as under:
Name of Related Nature of Union Capital Protection Union Capital Protection
Party transaction Oriented Fund - Series 7 Oriented Fund - Series 8
For the period ended As at For the year ended As at
(Rupees) (Rupees) (Rupees) (Rupees)
Union Trustee Company Trusteeship fees 7,080 900 7,080 450
Private Limited (including Goods & Services Tax)
Union Asset Management Investment management fees 25,995,425 746,899 26,937,623 2,394,470
Company Private Limited (including Goods & Services Tax)
Union Asset Management Receivable / (Payable) for other - - - -
Company Private Limited expenses
Union Bank of India Bank Charges - - 83 -
Union Bank of India Commission to Distributor * 7,812,362 10,823 8,227,102 77,813
Kashi Gomti Samyut Commission to Distributor * 3,134 - 25,771 -
Gramin Bank
For the year ended As at For the year ended As at
Union Trustee Company Trusteeship fees 7,080 540 7,080 540
Private Limited (including Goods & Services Tax)
Union Asset Management Investment management fees 59,257,970 4,340,339 52,205,795 5,243,913
Company Private Limited (including Goods & Services Tax)
Union Asset Management Receivable / (Payable) for
Company Private Limited other expenses - - - -
Union Bank of India Bank Charges - - 155 -
Union Bank of India Commission to Distributor * 16,047,493 455,998 19,075,780 464,740
Kashi Gomti Samyut Commission to Distributor * 5,693 - 53,571 -
Gramin Bank
*Above amount is inclusive of transaction charges
(b) Subscription/Redemption of units by Related Party in Scheme(s) of Union Mutual Fund are as under :
For the year ended As at For the year ended As at
Union Bank of India Purchase (including dividend reinvestment) at NAV - - - -
Redemption at NAV 60,800,000 - - -
Year end balance - 58,224,500 - -
Kashi Gomti Samyut Purchase (including dividend reinvestment) at NAV - - - -
Gramin Bank Redemption at NAV 60,800,000 - - -
Year end balance - 58,224,500 20,963,200 21,840,000
G. Pradeepkumar Purchase (including dividend reinvestment) at NAV - - - -
Redemption at NAV 30,400 - - -
Year end balance - 29,112 - -
244

10. Segment Information
The Schemes are primarily engaged in the business of investing the amounts received from investors as unit capital, in accordance with their investment objectives to generate
returns. Since there is only one business segment and no geographical segments, the segmental reporting disclosures as required by Accounting Standard (AS)-17, issued by the
Institute of Chartered Accountants of India are not applicable.
11. Investors holding more than 25% of the net assets of the Scheme as on the March 31, 2020 is Nil (Previous year Nil)
12. Investment Portfolio Information and Industry wise classification
Refer to Annexure 1 for Schemewise details.
13. Disclosure under Regulation 25 (11) of SEBI (Mutual Funds) Regulations, 1996
Investments made in companies and their subsidiaries which had invested more than five percent of the net asset value of the Scheme, the investment made by that scheme or by
any other scheme of Union Mutual Fund in that company or its subsidiaries within one year of the date of investment made by the companies and their subsidiaries in the schemes
calculated on either side.
Company Name Schemes invested in Investment made by schemes Aggregate cost of Outstanding as at
by the Company of Union Mutual Fund in the acquisition during the March 31, 2020
company/subsidiary period ended March 31, 2020 (At Market / Fair Value)
(Rupees in Lakhs) (Rupees in Lakhs)
Canara Bank Union Liquid Fund Union Arbitrage Fund 99.83 -
Union Liquid Fund 12,451.63 -
Cochin Shipyard Ltd. Union Liquid Fund Union Long Term Equity Fund 300.45 -
Union Multi Cap Fund 216.04 -
Union Small Cap Fund 1,161.42 -
Union Value Discovery Fund 145.90 -
Engineers India Ltd. Union Liquid Fund Union Largecap Fund 310.86 -
Indiabulls Housing Union Liquid Fund Union Arbitrage Fund 402.52 -
Finance Ltd. Union Balanced Advantage Fund 2,329.40 -
Union Corporate Bond Fund 4,999.57 -
Union Equity Savings Fund 1,576.44 -
Ircon International Ltd. Union Liquid Fund Union Long Term Equity Fund 118.97 -
Union Multi Cap Fund 186.97 -
Union Small Cap Fund 984.63 -
JSW Steel Ltd. Union Liquid Fund Union Arbitrage Fund 316.43 57.18
Union Asset Allocation Fund 22.40 -
Union Balanced Advantage Fund 832.92 185.51
Union Equity Savings Fund 106.87 43.28
Union Largecap Fund 253.08 81.50
Union Long Term Equity Fund 649.01 73.13
Union Multi Cap Fund 359.06 174.07
LIC Housing Union Liquid Fund Union Balanced Advantage Fund 2,451.66 -
Finance Ltd. Union Capital Protection Oriented Fund - Series 8 - 2,513.29
Motilal Oswal Union Overnight Fund Union Largecap Fund 678.91 -
Financial Services Ltd.
NTPC Ltd. Union Liquid Fund Union Arbitrage Fund 487.63 -
Union Asset Allocation Fund 33.04 -
Union Balanced Advantage Fund 2,145.40 1,906.37
Union Corporate Bond Fund 2,082.30 1,087.72
Union Dynamic Bond Fund 503.19 539.04
Union Equity Savings Fund 129.57 70.84
Union Focused Fund 475.86 294.86
Union Largecap Fund 283.86 148.40
Union Long Term Equity Fund 268.31 176.82
Union Multi Cap Fund 463.52 226.83
Union Value Discovery Fund 537.24 313.49
245

13. Disclosure under Regulation 25 (11) of SEBI (Mutual Funds) Regulations, 1996 (Contd.)
Company Name Schemes invested in Investment made by schemes Aggregate cost of Outstanding as at
by the Company of Union Mutual Fund in the acquisition during the March 31, 2020
company/subsidiary period ended March 31, 2020 (At Market / Fair Value)
(Rupees in Lakhs) (Rupees in Lakhs)
PNB Housing Finance Union Liquid Fund Union Liquid Fund 33,295.89 -
Ltd.
Power Finance Union Liquid Fund Union Balanced Advantage Fund 1,600.79 -
Corporation Ltd. Union Corporate Bond Fund 4,937.71 2,540.95
Union Equity Savings Fund 1,001.56 -
REC Ltd. Union Liquid Fund Union Arbitrage Fund 169.88 106.50
Union Capital Protection Oriented Fund - Series 8 - 2,520.06
Union Corporate Bond Fund 7,488.79 2,478.44
Union Dynamic Bond Fund - 521.35
Union Equity Savings Fund 1,038.99 63.90
Small Industries Union Liquid Fund Union Asset Allocation Fund 200.24 -
Development Bank Union Capital Protection Oriented Fund - Series 8 2,488.15 2,508.50
of India Union Corporate Bond Fund 5,981.17 -
Union Dynamic Bond Fund 1,500.58 522.25
Union Equity Savings Fund 998.48 1,029.15
Union Short Term Fund 300.37 -
All companies transacted herewith are financially sound companies with proven track record. Moreover, fund management has undertaken a detailed research in each of these
companies and are part of the investment universe with defined exposure norms. As a result, investments in all these companies are independent investment decisions and do not
relate, in any manner, to their investment in Union Mutual Fund's Schemes.
14. Distributable Surplus
Scheme Name Union Capital Protection Union Capital Protection
Total reserves as per financial statements 602,082,220 459,113,281 107,528,547 250,826,583
Less : Unrealised appreciation on investments at portfolio level - 184,488,413 26,760 73,247,319
Less : Credit balances in unit premium reserve - - - -
Distributable Surplus 602,082,220 274,624,868 107,501,787 177,579,264
15. Contingent Liability
Contingent liability as on March 31, 2020: Rs. Nil (Previous year/period Rs.Nil)
16. Unclaimed dividend and/or unclaimed redemptions as on March 31, 2020 : Nil
Unclaimed dividend and/or unclaimed redemptions as on March 31, 2019 : Nil
17. Borrowings as on the balance sheet date is Rs. Nil (Previous year/period Rs.Nil)
18. The schemes have made following investments in derivative products during the year/period ended March 31, 2020
a. The schemes have not made any investments in Futures for hedging and other than hedging position during the year/period ended March 31, 2020 (Previous year / period Rs. Nil)
b. The schemes have not made any investments in Options for hedging position during the year/period ended March 31, 2020 (Previous year / period Rs. Nil)
c1. Other than Hedging Positions through Options as on March 31, 2020 are given below :
Underlying Call/Put Number of Option Price when Current Option Price
Contracts purchased (Rs. Per unit) (Rs. Per unit)
Nil
Total exposure through options as a % of net assets: Nil
For the period 01-April-2019 to 31-March-2020, the following details specified for non-hedging transactions through options which have already been exercised/ expired :
Total Number of contracts entered into 2,815
Gross Notional Value of contracts entered into Rs. 2,072,812,500
Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. 167,362,725
18. The schemes have made following investments in derivative products during the year/period ended March 31, 2020 (Contd.)
c1. Other than Hedging Positions through Options as on March 31, 2020 are given below : (Contd.)
Union Capital Protection Oriented Fund Series 8
NIFTY - Jun 2020 (Strick price : 10000) Call 2466 1810.00 361.00
Total exposure through options as a % of net assets : 2.08%
246

Total Number of contracts entered into Nil
Gross Notional Value of contracts entered into Rs. Nil
Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. Nil
c2. Other than Hedging Positions through Options as on March 31, 2019 are given below.
NIFTY - Dec 2019 (Strick price : 8900) Call 1200 1862.50 3228.60
NIFTY - Dec 2019 (Strick price : 10500) Call 1615 1258.35 1766.30
Total exposure through options as a % of net assets 14.23%
Union Capital Protection Oriented Fund Series 8
NIFTY - Jun 2020 (Strick price : 10000) Call 2466 1810.00 2206.00
Total exposure through options as a % of net assets 12.18%
19. Non Performing Assets as on March 31,2020: Rs.Nil (Previous year/period Rs.Nil)
20. Investment in sponsor and its group companies by all schemes of Union Mutual Fund is Nil.
21. The schemes have not participated in Credit Default Swaps (CDS) during the period ended March 31, 2020. (Previous year/period Rs.Nil)
22. In accordance with the AMFI best practice circular no. 56 dated April 20, 2015 balance in Investor Education and Awareness account is transferred to a separate bank account
opened in the name of “Union Investor Education and Awareness Fund”. Expenses related to Investor Education and Awareness are paid from this separate bank account. At the
end of the financial year, the balance available in this account would be disclosed under the head Investor Education and Awareness in the Annual Financial Statement of the Union
Mutual Fund schemes.
Outstanding balance in Investor Education and Awareness: (total of all the schemes of Union Mutual Fund):
Particular For the year ended March 31,2020 For the year ended March 31,2019
Opening Balance 8,294,375 5,337,336
Add: Amount accrued for the period 8,454,995 10,049,803
Less: Ultilisation during the current period 3,869,430 2,067,862
Less: Amount transferred to AMFI 4,227,498 5,024,902
Closing unutilised balance as at the end of the year 8,652,442 8,294,375
23. No provision for income tax has been made since the income of the schemes is exempt u/s 10(23D) of the Income Tax Act 1961.
24. Other Income includes Write Back Of Provisions and miscellaneous income (if any)
25. Dues to Micro, Small and Medium Enterprises
On the basis of the information and records available with the Management, there are no amounts payable to Micro, Small and Medium (‘MSMED’) enterprise, as defined under the
Micro, Small and Medium Enterprises Development Act, 2006, which have registered with the competent authorities.
26. From December 2019, COVID-19, has spread globally, including India which has significantly affected economic activity. The markets across the world have shown high volatility
since mid-March 2020 and the uncertainty related to revival of economic activity could impact operations, investment performance and cash flows of the Fund. The Fund collects
money in various investment schemes and invests those funds in various assets to generate returns for investors as per the Scheme Information Document. For the purpose of
financial reporting and investment valuation, the Fund uses the principles of fair valuation for valuing its assets and liabilities. “The AMC has performed an initial assessment of the
likely impact this would have on the operations, investment performance and cash flows of the Fund in the coming year. The AMC has considered internal and external information
up to the date of approval of these financial statements including credit reports and economic forecasts to assess the likely hood of its impact. The AMC does not expect any major
impact on the operations, investment performance and cash flows of the Fund. The impact of the global health pandemic may be different from that estimated as at the date of
approval of these financial statements. The AMC will continue to closely monitor any material changes to future economic conditions. The AMC has the financial capability to sustain
its operations and activities including capital and operating expenditure and expects to offer its services to investors over a long period of time."
27. Prior year comparatives
Previous period’s figures have been reclassified, wherever necessary, to conform with the current year’s presentation. In case of Union Capital Protection Oriented Fund - Series 7
the current year's figures are for less than one year and hence are not comparable to those of the previous year.
G. Pradeepkumar Parijat Agrawal Vinay Paharia
Chief Executive Officer Head-Fixed Income Chief Investment Officer
Place : Mumbai Place : Mumbai Place : Mumbai
247
ANNEXURE 1:
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 7
Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at March 03,2020 are presented below. The industry and
company exposures are stated as a percentage of scheme's net assets as at March 03, 2020 as well as the aggregate investments in each investment category.
Industry and Company Particulars Quantity Amount Percentage to Percentage to
(Rs. in lakhs) Net Assets Investment Category
DEBENTURES AND BONDS
TREPS / Reverse Repo Investments 36,940.81 100.17% 100.00%
NET CURRENT ASSETS / (LIABILITIES) (62.93) (0.17)% 100.00%
NET ASSETS 36,877.88 100.00%
** Thinly traded/Non traded securities as defined in SEBI Regulations.
248
ANNEXURE 1:
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 8
Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at March 31, 2020 are presented below. The industry and
company exposures are stated as a percentage of scheme's net assets as at March 31, 2020 as well as the aggregate investments in each investment category.
Industry and Company Particulars Quantity Amount Percentage to Percentage to
(Rs. in lakhs) Net Assets Investment Category
DEBENTURES AND BONDS
Listed Non Convertible Debentures and Bonds
Finance 2,030 23,132.44 72.14% 100.00%
8.50% HDFC Ltd. 31-08-2020 ** 30 3,020.34 9.42% 13.06%
8.70% Export-Import Bank Of India 09-09-2020 ** 250 2,531.77 7.90% 10.94%
8.37% RECL 14-08-2020 250 2,520.06 7.86% 10.89%
8.37% NABARD 22-06-2020 ** 250 2,516.44 7.85% 10.88%
8.60% LIC Hsg Finance 29-07-2020 ** 250 2,513.29 7.84% 10.86%
7.7435% Bajaj Finance Ltd. 30-06-2020 ** 250 2,511.48 7.83% 10.86%
7.20% IRFC Ltd. 7.2% 29-05-2020 250 2,508.20 7.82% 10.84%
7.30% HDB Financial Services 08-09-2020 ** 250 2,502.36 7.80% 10.82%
7.09% SIDBI 19-06-2020 ** 150 1,506.77 4.70% 6.52%
7.25% SIDBI 30-04-2020 100 1,001.73 3.12% 4.33%
Power 1,750 4,045.48 12.62% 100.00%
9.35% Power Grid Corp of India Ltd. 29-08-2020 ** 250 2,535.00 7.91% 62.66%
8.50% NHPC 14-07-2020 ** 1,500 1,510.48 4.71% 37.34%
TOTAL 27,177.92 84.76%
Treasury Bills 10,000,000 98.41 0.31% 100.00%
182 Day Treasury Bills 10,000,000 98.41 0.31% 100.00%
TOTAL 98.41 0.31%
TREPS / Reverse Repo Investments 2,826.91 8.82% 100.00%
NET CURRENT ASSETS / (LIABILITIES) 1,961.99 6.11% 100.00%
NET ASSETS 32,065.23 100.00%
Derivatives (Index Options) 184,950 667.67 2.08% 100.00%
NIFTY 10000 CALL JUN 2020 184,950 667.67 2.08% 100.00%
** Thinly traded/Non traded securities as defined in SEBI Regulations.
249
PERSPECTIVE HISTORICAL PER UNIT STATISTICS
Union Capital Protection Union Capital Protection

Oriented Fund - Series 7$ Oriented Fund Series 8$
For the For the For the For the For the For the
period period period period period period
ended ended ended March March September
March March March 31,2020 31,2019 08, 2017
03,2020 31,2019 31,2018 to March
31, 2018
a. Net assets value, per unit Rs.
(at the end of the period)
Growth Option * 11.9594 * 11.4819 * 10.5930 * 10.3453 * 10.8080 * 10.2178
Dividend Option * 10.0000 * 11.4819 * 10.5930 * 10.3453 * 10.8080 * 10.2178
Dividend Payout Option - - - - - -
Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option- - - - - - -
Daily dividend frequency
Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option- - - - - - -
Weekly dividend frequency
Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option- - - - - - -
Fortnightly dividend frequency
Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option- - - - - - -
Monthly dividend frequency
# Direct Plan - Growth Option * 12.1600 * 11.6477 * 10.6929 * 10.4816 * 10.9227 * 10.2627
# Direct Plan - Dividend Option * 10.0000 * 11.6477 * 10.6929 - - -
# Direct Plan - Dividend Payout Option - - - - - -
# Direct Plan - Dividend Option-Daily dividend frequency - - - - - -
# Direct Plan - Dividend Option-Weekly dividend frequency - - - - - -
# Direct Plan - Dividend Option-Fortnightly dividend frequency - - - - - -
# Direct Plan - Dividend Option-Monthly dividend frequency - - - - - -
^ Unclaimed Amounts Plan - Redemption Upto 3 years - - - - - -
^ Unclaimed Amounts Plan - Dividend Upto 3 years - - - - - -
^ Unclaimed Amounts Plan - Redemption Beyond 3 years - - - - - -
^ Unclaimed Amounts Plan - Dividend Beyond 3 years - - - - - -
*Refers to Computed NAV
b. Gross Income
(i) Income other than profit on sale of investments & unrealised appreciation 6.95 0.76 0.71 7.59 0.73 0.39
in investments.
(ii) Income from profit / (loss) on inter scheme sales/transfer “of investment” - - - - - -
(iii) Income from profit / (loss) on sale of investment to third party 3.52 - - (0.23) - -
(iv) Transfer to revenue account from past years’ reserve 8.93 - - - - -
c. Aggregate of expenses, writeoff, amortisation and charges 1.18 0.25 0.23 1.23 0.24 0.13
(excluding unrealised depreciation in investments) @
d. Net Income (excluding unrealised depreciation in investments) 9.29 0.51 0.48 6.13 0.49 0.26
e. Unrealised appreciation / (depreciation) in value of investments (4.50) 0.39 0.07 (10.75) 0.10 (0.04)
f (i) Repurchase Price :
Highest Price
Growth Option NA NA NA NA NA NA
Dividend Option NA NA NA NA NA NA
Dividend Payout Option - - - -
250

03,2020 31,2019 31,2018 to March
31, 2018
# Direct Plan - Growth Option NA NA NA NA NA NA
# Direct Plan - Dividend Option NA NA NA - - -
# Direct Plan - Dividend Payout Option - - - - -
Lowest Price
Dividend Payout Option - - - -
# Direct Plan - Dividend Payout Option - - - - -
Sale Price
Highest Price
251

03,2020 31,2019 31,2018 to March
31, 2018
Lowest Price
f (ii). Price-earning Ratio: - - - - - -
g. Ratio of expenses to average daily net assets by percentage 1.11% 2.31% 2.24% 1.11% 2.30% 2.29%
(1) Ratio of expenses to average daily net assets by percentage - Regular Plan 1.12% 2.33% 2.27% 1.12% 2.31% 2.30%
(2) Ratio of expenses to average daily net assets by percentage - Direct Plan# 0.87% 1.84% 1.43% 0.86% 1.69% 1.52%
h. Ratio of gross income to average daily net assets by percentage 2.82% 11.38% 9.15% 12.29% 8.76% 10.75%
(excluding transfer to revenue account from past years’ reserve but
including unrealised appreciation / depreciation on investments).
# Direct Plan has been Launched from January 01, 2013.
^ Unclaimed Amounts Plan has been Launched from January 17, 2018.
^ In Union Liquid Fund - Unclaimed Amounts Plan Ratio of expenses to average daily net assets by percentage is 0.46%.
@ Refer schedule 8 note no. 19.
$ Close Ended Schemes hence, there is no Repurchase Price.
$$ Repurchase and Switch out are subject to lock in period of 3 years.
252
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Annual Report 2019-2020 (Close Ended Schemes) PDF

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ANNUAL REPORT

(CLOSE ENDED SCHEMES) 2019-20

Union Capital Protection Oriented Fund - Series 7

Name of Mutual Fund: Name of Asset Management Company:

Name of Trustee Company: Name of Sponsors:

Directors of the Trustee Company (as on March 31, 2020): (Contd.)

10. Union Focused Fund:

17. Union Overnight Fund

Unclaimed Dividends & Redemptions:

1. The Investee Company is a Group Company of the AMC

Auditor’s Certification on the Voting Report for the FY 2019-20:

INDEPENDENT AUDITOR’S REPORT

2. Multiple Information Technology Principal audit procedures performed:

INDEPENDENT AUDITOR’S REPORT

BALANCE SHEET OF CLOSE ENDED SCHEMES

Union Capital Protection Oriented Union Capital Protection Oriented

In terms of our report attached

G. Pradeepkumar Vinay Paharia

Union Capital Protection Oriented Union Capital Protection Oriented

In terms of our report attached

G. Pradeepkumar Vinay Paharia

Union Capital Protection Oriented Union Capital Protection Oriented

In terms of our report attached

G. Pradeepkumar Vinay Paharia

Union Capital Protection Oriented Union Capital Protection Oriented

Union Capital Protection Oriented Union Capital Protection Oriented

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS :

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.)

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection

If Undelivered, please return to :

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