Consolidated Trustee Report FY 2021 2022

ADITYA BIRLA SUN LIFE MUTUAL FUND
TRUSTEE REPORT
2021-2022
1
LIST OF DIRECTORS OF ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED
1) Mr. Gopalaraman Padmanabhan (Chairman)

2) Mr. Anjani K. Agrawal
3) Mr. Najib Shah
4) Mr. Debasish Mallick
5) Mr. Karim Gilani
6) Dr. Ajit Ranade
LIST OF DIRECTORS OF ADITYA BIRLA SUN LIFE AMC LIMITED

1) Mr. Kumar Mangalam Birla (Chairman)
2) Mr. Ajay Srinivasan
3) Mr. Sandeep Asthana
4) Mr. A Balasubramanian – Managing Director
5) Mr. Colm Freyne*
6) Mr. Bharat Patel@
7) Ms. Alka Bharucha
8) Mr. Harish Engineer
9) Mr. Navin Puri
10) Mr. Ramesh Abhishek
11) Mr. Sunder Rajan Raman
12) Mr. Amrit Kanwal#
*Mr. Colm Freyne has ceased to be Director of the Company with effect from April 25, 2022.
#Mr. Amrit Kanwal was appointed as Director of the Company with effect from April 26, 2022.
@ Mr. Bharat Patel has ceased to be Director of the Company effective from close of business hours
on June 26, 2022
CHIEF EXECUTIVE OFFICER

Mr. A. Balasubramanian
STATUTORY AUDITORS
M/s Deloitte Haskins & Sells LLP
27th - 32nd Floor, Tower 3,
One International Center,
Elphinstone (W),
Mumbai – 400 013
REGISTRAR & TRANSFER AGENTS

Computer Age Management Services Ltd.
Rayala Towers, 158, Anna Salai, Chennai - 600 002
FUND ACCOUNTANTS
Citibank N.A
First International Financial Centre (FIFC), 11th Floor,
Plot Nos. C54 and C55, G Block, Bandra Kurla Complex
Bandra East, Mumbai - 400 098
CUSTODIAN
For physical Gold

Deutsche Bank AG, India
Deutsche Bank House, Hazarimal Somani Marg Fort,
Mumbai - 400 001
2
For physical Silver
Deutsche Bank AG, India
Deutsche Bank House, Hazarimal Somani Marg Fort,
Mumbai - 400 001
Orbis Financial Corporation Ltd,

4A Ocus Technopolis, Golf Club Road, Sector 54,
Gurgaon 122002
For other securities/instruments

Citibank N.A
First International Financial Centre (FIFC),
11th Floor, Plot Nos. C54 and C55, G Block, Bandra Kurla Complex,
Bandra East, Mumbai – 400 098
3
INDEX
SR.NO. PARTICULARS
1 Greetings
2 Outlook
3 Performance of the Schemes
Brief Background of Sponsors, Trust, Trustee Company & Asset Management
4
Company
5 Statutory Information
6 Regulatory Disclosures
7 Investment Objective of the Schemes
8 Liability and Responsibility of Trustees
9 Recognitions
10 Acknowledgement
4
TRUSTEE’S REPORT
Dear Investor,
Greetings from Aditya Birla Sun Life Mutual Fund!
Aditya Birla Sun Life Trustee Private Limited is pleased to present the Annual Report of the Schemes of
Aditya Birla Sun Life Mutual Fund (“the Fund”) for the Financial Year ended March 31, 2022.
The Assets under Management of the Fund were Rs. 2,78,20,327.75 Crores as on March 31, 2022. The
average Assets under Management of the Schemes of the Fund for the quarter ended March 31, 2022 were
Rs. 2,95,804.91 Crores as against Rs. 2,69,278.03 Crores for the quarter ended March 31, 2021. The number
of investors (folio count) in the Schemes of the Fund as on March 31, 2022 was 79,41,477.
Your Fund had launched following new Schemes during the Financial Year 2021-22 with corpus collected at
the time of New Fund Offer (NFO) as under:
A. Open Ended Schemes:
Sr. Amount collected (Rs.

Name of the Schemes
No. in Crores)
Aditya Birla Sun Life Nifty Midcap 150 Index Fund
1 (An Open ended scheme tracking the Nifty Midcap 150 TR 34.88
Index)
Aditya Birla Sun Life Nifty Smallcap 50 Index Fund
2 17.13
(An open ended scheme tracking Nifty Smallcap 50 TR Index)
Aditya Birla Sun Life Multi-Cap Fund
3 (An open ended equity scheme investing across large cap, mid 1,922.17
cap & small cap stocks)
Aditya Birla Sun Life Nifty 50 Equal Weight Index Fund
4 (An open ended scheme tracking Nifty 50 Equal Weight TR 71.96
Index)
Aditya Birla Sun Life Nifty SDL Plus PSU Bond Sep 2026 60:40
Index Fund
5 578.49
(An open ended scheme tracking the Nifty SDL Plus PSU Bond
Sep 2026 60:40 Index)
Aditya Birla Sun Life Nifty Healthcare ETF*
6 (An open ended exchange traded fund tracking Nifty Healthcare 26.15
TRI)
Aditya Birla Sun Life Nifty IT ETF*
7 33.98
(An open ended exchange traded fund tracking Nifty IT TRI)
Aditya Birla Sun Life NASDAQ 100 FOF
8 (An open ended fund of fund investing in units of overseas ETF’s 29.18
and/or Index Fund based on NASDAQ-100 Index)
Aditya Birla Sun Life Business Cycle Fund
9 (An open ended equity scheme following business cycles based 2,253.27
investing theme)
5
Aditya Birla Sun Life Nifty SDL Apr 2027 Index Fund
(An open ended Target Maturity Index Fund tracking the Nifty
10 486.22
SDL Apr 2027 Index. A relatively high interest rate risk and
relatively low credit risk)
Aditya Birla Sun Life Silver ETF*
11 (An open ended exchange traded fund tracking physical price of 17.26
Silver)
Aditya Birla Sun Life Silver ETF* Fund of Fund
12 (An open ended fund of fund scheme investing in the units of 38.78
Aditya Birla Sun Life Silver ETF)
Aditya Birla Sun Life Nifty Next 50 Index Fund
13 24.23
(An open-ended scheme tracking the Nifty Next 50 Index)
Aditya Birla Sun Life CRISIL AAA Jun 2023 Index Fund
(An open ended Target Maturity Index Fund tracking the CRISIL
14 236.18
IBX AAA Index – June 2023. A moderate interest rate risk and
relatively low credit risk.)
Aditya Birla Sun Life CRISIL SDL Plus AAA PSU Apr 2027
60:40 Index Fund
15 (An open ended Target Maturity Index Fund tracking the CRISIL 517.20
IBX 60:40 SDL + AAA PSU Index - April 2027. A relatively high
interest rate risk and relatively low credit risk)
Aditya Birla Sun Life CRISIL SDL Plus AAA PSU Apr 2025
60:40 Index Fund
16 (An open ended Target Maturity Index Fund tracking the CRISIL 121.98
IBX 60:40 SDL + AAA PSU Index – April 2025. A moderate
interest rate risk and relatively low credit risk)
*Exchange Traded Fund
B. Close Ended Schemes:
Sr. Amount collected

Name of the Schemes
No (Rs. in Crores)
Aditya Birla Sun Life Fixed Term Plan - Series TI (1837 days)
1 (A Close ended Income Scheme. A relatively high interest rate risk 248.37
and moderate credit risk.)
Aditya Birla Sun Life Fixed Term Plan - Series TJ (1838 Days)
and moderate credit risk.)
Aditya Birla Sun Life Fixed Term Plan - Series TQ (1879 days)
and relatively low credit risk.)
6
I. FUTURE OUTLOOK, SCHEME PERFORMANCE AND OPERATIONS OF THE SCHEMES
Economic Environment: FY 2021 - 2022
OVERVIEW OF GLOBAL ECONOMY
The year 2021 turned out to be a mirror image of the previous year with growth rebounding from the
2020 pandemic lows. World economy rebounded sharply in 2021 to 5.9% after declining 3.1% in 2020.
The sharp uptick was on the back of continued ultra-accommodative monetary policy, impact of strong
fiscal response to the pandemic, and the gradual normalization of economic activities from extreme Covid
restrictions due to availability of vaccines and focus shifting to live with Covid.
Developed Markets (DMs) economies led by the US were the clear leaders in this growth revival.
Emerging Markets' (EMs) growth recovery, adjusted for the base, was relatively modest except for
commodity exporters. The policy response to the pandemic and vaccination turned out to be the key
differentiator in growth outcomes between DMs and EMs. Although fiscal was expansionary across the
globe, DMs underwent an extraordinarily large expansionary fiscal and monetary policy to stimulate
demand including substantial direct/indirect transfers to households. Most of the Emerging Market (EMs)
saw expansionary fiscal on account of shortfall in receipts due to collapse in economic activity.
The strong burst of demand, much higher than the pre-COVID levels in key markets like the US, was
faced with disrupted supply chains, supply curtailment of crude by OPEC+ and weak supply response in
many other commodities due to long period of low investment. This resulted in a strong burst of inflation
across the globe, reaching multi-decade highs in many important economies. Aggressive monetary and
fiscal policy actions undertaken to support the economy after the COVID-induced shock to aggregate
demand on one hand, and supply chain disruptions resulting from local lockdowns and rotation from
services to goods spending on the other hand, created the perfect storm for inflation. What was initially
deemed 'transitory' inflation showed remarkable strength and surprised all analysts with inflation at multi-
decade highs in the developed world. Adding further fuel to the fire, the Russian invasion of Ukraine
triggered unprecedented sanctions from the West causing energy prices to spike from already elevated
levels on the back of resurgent demand and OPEC+ led supply control.
High inflation has forced hawkish pivots from major Central Banks led by the US Fed resulting in a sharp
rise in bond yields as market participants re-assess the path of interest rates. Evolution of Russia-Ukraine
war and resurgence of COVID-19 in China has emerged as other risk factors for the global economy
OVERVIEW OF INDIAN ECONOMY
After a 6.6% contraction in FY 2020-21, the Indian economy rebounded to 8.9% in FY 2021-22 as per
the second advance estimates released by the National Statistical Office (NSO). The strong Delta wave
in the beginning of the fiscal had a significant negative impact on growth in the first half of the fiscal.
While economy has shown steady recovery from Q2 FY22 onwards, it has largely been a K-shaped
recovery with informal and contact intensive sectors lagging, while industry and agriculture doing much
better. The Omicron wave in early 2022 also impacted growth, although much lesser than the Delta wave.
Falling infections, rapid vaccination coverage and quick normalisation of mobility have facilitated the
recovery in economic activity over the last year. Rural demand has remained resilient while urban
demand has also recovered with pent-up demand supporting the recovery in contact-intensive sectors.
We are witnessing steady economic recovery in India from the troughs of delta wave, but the recovery
is far from complete, and it is a K-shaped recovery with segments most impacted like trade, hotel,
transport and other high contact services still running below pre-pandemic levels. Private final
consumption expenditure and consumption sentiment survey have been weak. However, recovery has
moved much further in industrial sector, construction and exports.
7
Inflation also rose in India like in much of the world, but largely remained within RBI tolerance band.
Higher inflation in Indian has largely been due to high commodity prices and global supply disruptions.
After remaining ultra-accommodative and giving preference to growth over inflation, RBI has pivoted
due to high inflation and now gives more importance to inflation over growth, while still remaining
accommodative.
The Union Budget for FY 2022-23 was focused on growth revival, budgeting for an aggressive capex
spending while setting a fiscal deficit target at an elevated level of 6.4% of GDP. Consequently,
government borrowing remains elevated. High inflation, hawkish RBI, sharp increase in bond yields in
DMs and the large borrowing programme have caused interest rates in India to rise significantly.
Exports and Imports jumped sharply in FY 2021-22 supported by high oil prices, demand for gold and
strong global growth. India's trade deficit rose from $102.63 Billion in FY 2020-21 to $192.24 Billion in
FY 2021-22 and Current Account Deficit (CAD) is also expected to have widened to 1.5% of GDP from
0.9% of GDP surplus in FY 2020-21. Going forward, oil prices will be the most important variable for
the Indian economy as the same impacts India's GDP growth, inflation as well as Balance of Payment
(BOP) dynamics.
MUTUAL FUND INDUSTRY OVERVIEW

In FY 2021-22, the Mutual Fund industry witnessed good inflows across various equity schemes. The
industry witnessed a strong net equity sale of ₹2.91 Lakh Crore in FY 2021-22 through new fund
offerings and existing funds. A significant proportion of these inflows have been contributed through the
launch of new schemes by various mutual funds across different categories. Approximately ₹1.08 Lakh
Crore have been raised through New Fund Offers (NFOs), out of which around ₹85,000 Crore was in
equity NFOs. Retail participation from both T30 (Top 30 cities) and B30 (Beyond Top 30 cities) cities
has remained strong during this period.
 The Industry Average Assets under Management (AAUM) for the quarter ended on 31 st March 2022
reached ₹38.36 Lakh Crore recording a growth of 20% over the same period last year. Corresponding
AAUM for the quarter ended 31st March 2021 was ₹32.09 Lakh Crore.
 Industry Equity AAUM stood at ₹18.64 Lakh Crore for the quarter ended 31st March 2022 growing by
39% over the same period last year. Corresponding Equity AAUM for the quarter ended 31st March 2021
was ₹13.41 Lakh Crore.
 As on 31st March 2022, the total number of mutual fund investors stood at 13.1 Crore versus 9.9 Crore
on 31st March 2021, an increase of 33% Y-o-Y.
 The retail investor surge is also reflected in higher industry individual Monthly Average AUM at ₹ 20.81
lakh crore, which grew 21% Y-o-Y and contributed to around 55% of the total Monthly Average AUM.
 The overall mutual fund investment as on 31st March 2022 from B30 cities at ₹6.24 lakh crore, was 16.6%
of the overall AUM.
 The continuous promotion of Systematic Investment Plans (SIPs) has created significant momentum in
monthly SIP contributions. Industry SIP book size stands at ₹12,328 Crore in March 2022 as compared
to ₹9,182 Crore in March 2021.
8
 Performance of Schemes of the Fund as on March 31, 2022
A. Open-ended Schemes
Since
AUM (In
Name of the Scheme 1 Year (%) 3 Years (%) 5 Years (%) Inception
Crores)
(%)
Aditya Birla Sun Life Active Debt Multi-Manager
4.61 6.69 6.11 7.53
FoF Scheme
CRISIL Composite Bond Index 4.48 8.21 7.29 7.67
Inception - December 29,2006
9.80
Aditya Birla Sun Life Active Debt Multi-Manager
5.02 7.23 6.65 7.79
FoF Scheme - Direct Plan
Inception - January 01,2013
Aditya Birla Sun Life Arbitrage Fund 3.77 4.52 5.05 6.25
NIFTY 50 Arbitrage Total Return Index 3.82 4.06 4.38
Inception - July 24,2009
Aditya Birla Sun Life Arbitrage Fund - Direct 5841.20
4.47 5.17 5.70 6.90
Plan
NIFTY 50 Arbitrage Total Return Index 3.82 4.06 4.38 5.82
Aditya Birla Sun Life Asset Allocator FoF - Direct
14.66 14.78 11.40 11.19
Plan
CRISIL Hybrid 50+50 Moderate Index 12.77 13.30 11.67 11.77
116.67
Aditya Birla Sun Life Asset Allocator FoF
13.97 14.18 10.98 9.78
Scheme
Inception - August 17,2006
Aditya Birla Sun Life Bal Bhavishya Yojna -
6.03 9.62 - 11.48
Direct Plan
NIFTY 500 Total Return Index 22.29 16.75 - 18.89
Inception - February 11,2019
547.50
Aditya Birla Sun Life Bal Bhavishya Yojna -
4.24 7.63 - 9.45
Regular Plan
Aditya Birla Sun Life Balanced Advantage Fund 10.44 10.93 8.70 9.44
CRISIL Hybrid 50+50 Moderate Index 12.77 13.30 11.67
Inception - April 25,2000
Aditya Birla Sun Life Balanced Advantage Fund - 6287.76
11.85 12.22 9.98 12.09
Direct Plan
Aditya Birla Sun Life Banking & Financial
12.93 8.89 10.66 18.21
Services Fund - Direct Plan
NIFTY Financial Services Total Return Index 9.71 11.45 15.08 17.68 2149.64
9
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Banking & Financial
11.83 7.76 9.45 17.03
Services Fund - Regular Plan
NIFTY Financial Services Total Return Index 9.71 11.45 15.08 17.68
Aditya Birla Sun Life Banking & PSU Debt Fund
5.04 7.93 7.66 8.97
- Direct Plan
NIFTY Banking and PSU Debt Index 4.93 7.40 6.97 7.89
4.69 7.58 7.33 8.37
- Regular Plan
NIFTY Banking and PSU Debt Index 4.93 7.40 6.97 8.20 11217.56

4.69 7.58 7.32 7.77
- Retail Plan
NIFTY Banking and PSU Debt Index 4.93 7.40 6.97 7.75
Aditya Birla Sun Life Banking ETF 9.42 - - 9.39
NIFTY Bank Total Return Index 9.61 - - 9.20 80.76
Inception - October 23,2019
Aditya Birla Sun Life Business Cycle Fund -
- - - -0.40
Direct Plan
S&P BSE 500 Total Return Index - - - 0.72
2321.01
Aditya Birla Sun Life Business Cycle Fund -
- - - -1.00
Regular Plan
S&P BSE 500 Total Return Index - - - 0.72
Aditya Birla Sun Life Commodity Equities Fund -
34.85 21.25 13.82 10.97
Global Agri Plan
S&P Global Agribusiness Total Return Index 31.99 24.46 17.91 17.03
Inception - November 07,2008
19.55
Aditya Birla Sun Life Commodity Equities Fund -
35.37 21.68 14.23 9.74
Global Agri Plan - Direct Plan
S&P Global Agribusiness Total Return Index 31.99 24.46 17.91 13.99
Aditya Birla Sun Life Corporate Bond Fund 4.99 7.95 7.69 9.16
NIFTY Corporate Bond Index 5.54 8.29 7.67
Inception - March 03,1997
Aditya Birla Sun Life Corporate Bond Fund - 15473.19
5.16 8.11 7.83 8.60
Direct Plan
NIFTY Corporate Bond Index 5.54 8.29 7.67 8.44
Aditya Birla Sun Life Credit Risk Fund - Direct
6.76 6.74 7.28 8.18
Plan
NIFTY Credit Risk Bond Index 8.16 9.22 8.53 8.80
1397.78
Aditya Birla Sun Life Credit Risk Fund - Regular
5.82 5.86 6.28 7.20
Plan
10
Since
AUM (In
Crores)
(%)
NIFTY Credit Risk Bond Index 8.16 9.22 8.53 8.80
Aditya Birla Sun Life Credit Risk Fund -
-59.13 - - -82.37
Segregated Portfolio 1 - Direct Plan
NIFTY Credit Risk Bond Index 8.16 - - 8.98
66.25
Aditya Birla Sun Life Credit Risk Fund -
-59.12 - - -82.69
Segregated Portfolio 1 - Regular Plan
NIFTY Credit Risk Bond Index 8.16 - - 8.98
Aditya Birla Sun Life CRISIL AAA Jun 2023
- - - 0.41
Index Fund - Direct Plan
CRISIL IBX AAA Index - June 2023 - - - 0.38
314.71
Aditya Birla Sun Life CRISIL AAA Jun 2023
- - - 0.39
Index Fund - Regular Plan
CRISIL IBX AAA Index - June 2023 - - - 0.38
Aditya Birla Sun Life CRISIL SDL Plus AAA
- - - 0.05
PSU Apr 2025 60:40 Index Fund - Direct Plan
CRISIL IBX 60:40 SDL + AAA PSU Index -
- - - 0.07
April 2025
122.24
- - - 0.05
PSU Apr 2025 60:40 Index Fund - Regular Plan
- - - 0.07
April 2025
- - - 0.07
PSU Apr 2027 60:40 Index Fund - Direct Plan
- - - 0.22
April 2027
593.84
- - - 0.07
PSU Apr 2027 60:40 Index Fund - Regular Plan
- - - 0.22
April 2027
Aditya Birla Sun Life Digital India Fund 42.22 37.20 31.26 12.55
S&P BSE Teck Total Return Index 38.18 30.74 25.13
Aditya Birla Sun Life Digital India Fund - Direct 3253.68
44.06 38.70 32.60 25.64
Plan
S&P BSE Teck Total Return Index 38.18 30.74 25.13 20.30
Aditya Birla Sun Life Dividend Yield Fund 30.49 16.51 9.45 18.45
NIFTY 500 Total Return Index 22.29 16.75 14.55 18.55
Inception - February 26,2003 847.77
Aditya Birla Sun Life Dividend Yield Fund -
31.41 17.30 10.23 11.94
Direct Plan
11
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Dynamic Bond Fund -
5.34 5.14 5.05 7.52
Direct Plan
NIFTY Composite Debt Index 5.12 8.48 7.43 8.18
1496.62
4.74 4.55 4.46 7.61
Regular Plan
NIFTY Composite Debt Index 5.12 8.48 7.43 7.35
Inception - September 27,2004
-59.12 - - -69.96
NIFTY Composite Debt Index 5.12 - - 7.32
50.00
-59.12 - - -70.44
NIFTY Composite Debt Index 5.12 - - 7.32
Aditya Birla Sun Life Equity Advantage Fund -
20.05 17.83 12.87 16.87
Direct Plan
S&P BSE 250 Large MidCap Total Return Index 21.48 16.88 15.05 14.61
5860.69
Aditya Birla Sun Life Equity Advantage Fund -
19.01 16.78 11.75 17.43
Regular Plan
S&P BSE 250 Large MidCap Total Return Index 21.48 16.88 15.05
Aditya Birla Sun Life Equity Hybrid '95 Fund 19.53 12.73 9.80 19.05
CRISIL Hybrid 35+65 Aggressive Index 15.29 14.54 12.79
Aditya Birla Sun Life Equity Hybrid '95 Fund - 8460.34
20.48 13.60 10.82 14.18
Direct Plan
CRISIL Hybrid 35+65 Aggressive Index 15.29 14.54 12.79 12.67
Aditya Birla Sun Life Equity Savings Fund -
8.06 10.08 8.11 8.85
Direct Plan
NIFTY Equity Savings Total Return Index 9.95 9.89 9.51 8.59
499.53
Aditya Birla Sun Life Equity Savings Fund -
6.88 9.00 7.00 7.70
Regular Plan
NIFTY Equity Savings Total Return Index 9.95 9.89 9.51 8.59
Aditya Birla Sun Life ESG Fund - Direct Plan 23.07 - - 23.56
NIFTY 100 ESG Total Return Index 21.10 - - 23.36
1060.96
Aditya Birla Sun Life ESG Fund - Regular Plan 20.83 - - 21.23
NIFTY 100 ESG Total Return Index 21.10 - - 23.36
12
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Financial Planning FoF -
15.87 14.19 11.33 11.81
Aggressive Plan
Inception - May 09,2011
161.48
16.93 15.24 12.28 13.13
Aggressive Plan - Direct Plan
9.55 9.78 8.22 8.46
Conservative Plan
CRISIL Short Term Debt Hybrid 75+25 Index 9.15 10.42 9.59 9.78
13.93
10.09 10.34 8.78 8.76
Conservative Plan - Direct Plan
CRISIL Short Term Debt Hybrid 75+25 Index 9.15 10.42 9.59 10.01
12.73 12.16 9.84 9.98
Moderate Plan
28.11
13.50 12.83 10.47 10.57
Moderate Plan - Direct Plan
Aditya Birla Sun Life Flexi Cap Fund 21.28 15.83 12.64 22.20
Aditya Birla Sun Life Flexi Cap Fund - Direct 15613.40
22.33 16.84 13.73 17.39
Plan
Aditya Birla Sun Life Floating Rate Fund 4.55 6.55 6.93 8.16
CRISIL Low Duration Debt Index 4.49 6.33 6.79 7.28
Aditya Birla Sun Life Floating Rate Fund - Direct
4.75 6.75 7.16 8.22
Plan
CRISIL Low Duration Debt Index 4.49 6.33 6.79 7.86 16101.57
Aditya Birla Sun Life Floating Rate Fund - Retail
4.55 6.55 6.93 7.67
Plan
CRISIL Low Duration Debt Index 4.49 6.33 6.79 7.17
Inception - June 05,2003
Aditya Birla Sun Life Focused Equity Fund 19.63 15.02 12.10 14.33
Inception - October 24,2005 5282. 13
Aditya Birla Sun Life Focused Equity Fund -
20.70 16.05 13.20 15.34
Direct Plan
13
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Frontline Equity Fund 20.11 14.15 11.80 19.67
NIFTY 100 Total Return Index 20.63 15.68 14.66
Aditya Birla Sun Life Frontline Equity Fund - 21313.18
20.93 14.92 12.70 14.92
Direct Plan
Aditya Birla Sun Life Global Emerging
16.18 19.00 12.23 5.66
Opportunities Fund
MSCI All Country World Total Return Index 11.31 17.20 15.20 12.62
291.05
16.79 19.58 12.62 5.30
Opportunities Fund - Direct Plan
MSCI All Country World Total Return Index 11.31 17.20 15.20 14.39
Aditya Birla Sun Life Global Excellence Equity
15.67 6.12 7.03 6.23
FoF - Direct Plan
MSCI World Index 5.68 11.81 9.65 8.32
169.64
Aditya Birla Sun Life Global Excellence Equity
15.07 5.61 6.54 5.08
FoF - Retail Plan
MSCI World Index 5.68 11.81 9.65 4.06
Aditya Birla Sun Life Gold Exchange Traded
17.07 17.27 11.54 7.17
Fund
Domestic Price of Gold 18.04 17.91 12.38 8.16 356.00

Aditya Birla Sun Life Gold Fund 14.40 15.50 10.61 4.57
Domestic Price of Gold 18.04 17.91 12.38 6.51
268.00
Aditya Birla Sun Life Gold Fund - Direct Plan 14.86 15.93 10.98 4.58
Domestic Price of Gold 18.04 17.91 12.38 5.88
Aditya Birla Sun Life Government Securities
5.09 8.43 7.53 8.78
Fund
NIFTY All Duration G-Sec Index 4.03 7.78 6.96
1110.46
Aditya Birla Sun Life Government Securities
5.79 9.11 8.18 9.49
Fund - Direct Plan
NIFTY All Duration G-Sec Index 4.03 7.78 6.96 7.49
Aditya Birla Sun Life Income Fund 5.49 8.23 7.03 9.21
CRISIL Composite Bond Index 4.48 8.21 7.29
Inception - October 21,1995 1593.78
Aditya Birla Sun Life Income Fund - Direct Plan 5.95 8.82 7.70 8.40
14
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life India GenNext Fund 19.86 17.16 14.30 16.77
NIFTY India Consumption Total Return Index 16.04 13.40 12.64
Aditya Birla Sun Life India GenNext Fund - 2619.53
21.28 18.55 15.64 17.72
Direct Plan
NIFTY India Consumption Total Return Index 16.04 13.40 12.64 13.43
Aditya Birla Sun Life Infrastructure Fund 19.78 13.61 8.51 10.18
NIFTY Infrastructure Total Return Index 24.69 18.09 12.08 5.75
Aditya Birla Sun Life Infrastructure Fund - Direct 531.47
20.72 14.48 9.38 13.07
Plan
NIFTY Infrastructure Total Return Index 24.69 18.09 12.08 9.00
Aditya Birla Sun Life International Equity Fund -
7.51 13.90 13.56 8.00
Plan A
S&P Global 1200 Index 13.80 16.81 14.16 9.09
130.04
8.43 14.71 14.27 11.28
Plan A - Direct Plan
S&P Global 1200 Index 13.80 16.81 14.16 13.21
13.84 13.09 10.43 7.06
Plan B
Customised Index 17.74 15.86 13.77 8.47
99.69
14.33 13.53 10.93 11.27
Plan B - Direct Plan
Customised Index 17.74 15.86 13.77 13.03
Aditya Birla Sun Life Interval Income Quarterly
3.95 4.08 5.19 7.10
Series I
CRISIL Liquid Fund Index 3.68 4.70 5.71 6.96
3.17 4.09 5.25 6.58
Series I Direct
CRISIL Liquid Fund Index 3.68 4.70 5.71 6.91 0.74

3.95 4.08 4.31 6.74
Series I Inst
Aditya Birla Sun Life Liquid Fund 3.38 4.42 5.49 7.04
29735.76
Aditya Birla Sun Life Liquid Fund - Direct Plan 3.50 4.53 5.60 6.97
15
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Liquid Fund - Institutional
3.38 4.42 5.49 6.78
Plan
CRISIL Liquid Fund Index 3.68 4.70 5.71
Aditya Birla Sun Life Liquid Fund - Retail Plan 3.38 4.42 5.49 7.13
CRISIL Liquid Fund Index 3.68 4.70 5.71
Aditya Birla Sun Life Low Duration Fund 3.91 6.04 6.44 7.28
NIFTY Low Duration Debt Index 4.14 5.90 6.43 7.80
Aditya Birla Sun Life Low Duration Fund - Direct
4.76 6.91 7.33 8.26
Plan
NIFTY Low Duration Debt Index 4.14 5.90 6.43 7.45 13598.57
Aditya Birla Sun Life Low Duration Fund -
3.91 6.04 6.44 7.23
Institutional Plan
NIFTY Low Duration Debt Index 4.14 5.90 6.43 7.55
Aditya Birla Sun Life Manufacturing Equity Fund
14.88 15.06 - 9.49
- Direct Plan
S&P BSE India Manufacturing Total Return Index 18.80 14.94 - 9.63
665.19
Aditya Birla Sun Life Manufacturing Equity Fund
13.96 14.09 8.97 9.58
- Regular Plan
S&P BSE India Manufacturing Total Return Index 18.80 14.94 12.23 9.63
Aditya Birla Sun Life Medium Term Plan 9.45 5.04 5.29 7.74
CRISIL Medium Term Debt Index 5.93 8.85 7.91 8.70
Aditya Birla Sun Life Medium Term Plan - Direct
10.17 5.74 6.04 8.27
Plan
CRISIL Medium Term Debt Index 5.93 8.85 7.91 8.83
Aditya Birla Sun Life Medium Term Plan - 1640.12
-59.12 - - -70.49
CRISIL Medium Term Debt Index 5.93 - - 8.10
Aditya Birla Sun Life Medium Term Plan -
-59.12 - - -71.05
CRISIL Medium Term Debt Index 5.93 - - 8.10
Aditya Birla Sun Life Mid Cap Fund 30.72 16.25 10.74 21.70
NIFTY Midcap 150 Total Return Index 25.05 20.72 15.35
3401.80
Aditya Birla Sun Life Mid Cap Fund - Direct Plan 31.89 17.32 11.76 16.62
16
Since
AUM (In
Crores)
(%)
NIFTY Midcap 150 Total Return Index 25.05 20.72 15.35 17.85
Aditya Birla Sun Life MNC Fund 1.89 6.70 8.17 15.73
NIFTY MNC Total Return Index 13.31 12.36 12.37 12.85
3663.18
Aditya Birla Sun Life MNC Fund - Direct Plan 2.71 7.58 9.16 15.59
NIFTY MNC Total Return Index 13.31 12.36 12.37 14.60
Aditya Birla Sun Life Money Manager Fund 3.97 5.77 6.50 7.55
NIFTY Money Market Index 3.76 4.98 5.82
Aditya Birla Sun Life Money Manager Fund -
4.09 5.89 6.63 7.54
Direct Plan
NIFTY Money Market Index 3.76 4.98 5.82 7.08 16264.28
Aditya Birla Sun Life Money Manager Fund -
3.97 5.77 6.50 7.12
Retail Plan
NIFTY Money Market Index 3.76 4.98 5.82
Aditya Birla Sun Life Multi-Cap Fund - Direct
- - - 24.20
Plan
Nifty 500 Multicap 50:25:25 Total Return Index - - - 21.78
3483.18
Aditya Birla Sun Life Multi-Cap Fund - Regular
- - - 22.00
Plan
Nifty 500 Multicap 50:25:25 Total Return Index - - - 21.78
Aditya Birla Sun Life NASDAQ 100 FOF - Direct
- - - -5.67
Plan
Nasdaq 100 Total Return Index - - - -2.95
50.14
Aditya Birla Sun Life NASDAQ 100 FOF -
- - - -5.86
Regular Plan
Nasdaq 100 Total Return Index - - - -2.95
Aditya Birla Sun Life Nifty 50 Equal Weight
- - - 10.08
Index Fund - Direct Plan
NIFTY 50 Equal Weight Total Return Index - - - 10.63
99.36
Aditya Birla Sun Life Nifty 50 Equal Weight
- - - 9.53
Index Fund - Regular Plan
NIFTY 50 Equal Weight Total Return Index - - - 10.63
Aditya Birla Sun Life Nifty 50 Index Fund 19.41 14.95 13.99 15.69
NIFTY 50 Total Return Index 20.26 15.82 15.14 17.43 355.47
17
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Nifty 50 Index Fund -
19.78 15.22 14.24 12.56
Direct Plan
Aditya Birla Sun Life Nifty ETF Fund 20.21 15.71 14.91 12.29
NIFTY 50 Total Return Index 20.26 15.82 15.14 12.50 636.17
Aditya Birla Sun Life Nifty Healthcare ETF - - - -2.12
NIFTY Healthcare Total Return Index. - - - -3.13 28.26
Aditya Birla Sun Life Nifty IT ETF - - - 3.39
NIFTY IT Total Return Index - - - 5.81 37.17
Aditya Birla Sun Life Nifty Midcap 150 Index
- - - 24.13
Fund - Direct Plan
NIFTY Midcap 150 Total Return Index - - - 23.12
65.51
Aditya Birla Sun Life Nifty Midcap 150 Index
- - - 23.35
Fund - Regular Plan
NIFTY Midcap 150 Total Return Index - - - 23.12
Aditya Birla Sun Life Nifty Next 50 ETF 21.42 14.15 - 13.74
NIFTY Next 50 Total Return Index 21.58 14.38 - 12.85 105.89
Aditya Birla Sun Life Nifty Next 50 Index Fund -
- - - 1.00
Direct Plan
NIFTY Next 50 Total Return Index - - - 1.30
27.34
Aditya Birla Sun Life Nifty Next 50 Index Fund -
- - - 0.92
Regular Plan
NIFTY Next 50 Total Return Index - - - 1.30
Aditya Birla Sun Life Nifty SDL Apr 2027 Index
- - - 1.23
Fund - Direct Plan
Nifty SDL Apr 2027 Index - - - 1.47
1190.71
Aditya Birla Sun Life Nifty SDL Apr 2027 Index
- - - 1.20
Fund - Regular Plan
Nifty SDL Apr 2027 Index - - - 1.47
Aditya Birla Sun Life Nifty SDL Plus PSU Bond
- - - 1.76
Sep 2026 60:40 Index Fund - Direct Plan
Nifty SDL Plus PSU Bond Sep 2026 60:40 Index - - - 1.90
Inception - September 24,2021 4625.45
Aditya Birla Sun Life Nifty SDL Plus PSU Bond
- - - 1.68
Sep 2026 60:40 Index Fund - Regular Plan
Nifty SDL Plus PSU Bond Sep 2026 60:40 Index - - - 1.90
18
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Nifty Smallcap 50 Index
- - - 17.89
Fund - Direct Plan
NIFTY Smallcap 50 Total Return Index - - - 17.34
44.34
Aditya Birla Sun Life Nifty Smallcap 50 Index
- - - 17.11
Fund - Regular Plan
NIFTY Smallcap 50 Total Return Index - - - 17.34
Aditya Birla Sun Life Overnight Fund - Direct
3.30 3.85 - 4.17
Plan
CRISIL Overnight Index 3.36 3.90 - 4.21
12370.84
Aditya Birla Sun Life Overnight Fund - Regular
3.18 3.73 - 4.04
Plan
CRISIL Overnight Index 3.36 3.90 - 4.21
Aditya Birla Sun Life Pharma & Healthcare Fund
14.77 - - 26.82
- Direct Plan
S&P BSE Healthcare Total Return Index 14.59 - - 27.67
515.33
Aditya Birla Sun Life Pharma & Healthcare Fund
13.03 - - 24.62
- Regular Plan
S&P BSE Healthcare Total Return Index 14.59 - - 27.67
Aditya Birla Sun Life PSU Equity Fund - Direct
33.16 - - 20.64
Plan
S&P BSE PSU Total Return Index 34.04 - - 15.77
926.26
Aditya Birla Sun Life PSU Equity Fund - Regular
30.68 - - 18.33
Plan
S&P BSE PSU Total Return Index 34.04 - - 15.77
Aditya Birla Sun Life Pure Value Fund 19.11 10.41 6.48 14.94
Aditya Birla Sun Life Pure Value Fund - Direct 3766.65
20.22 11.56 7.66 16.71
Plan
Aditya Birla Sun Life Regular Savings Fund 11.31 9.71 7.34 9.60
CRISIL Hybrid 85+15 Conservative Index 6.94 9.88 8.70 8.59
Aditya Birla Sun Life Regular Savings Fund - 1736.27
12.25 10.62 8.33 11.13
Direct Plan
CRISIL Hybrid 85+15 Conservative Index 6.94 9.88 8.70 9.39
19
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Retirement Fund - The 30s
6.47 10.04 - 10.62
Plan - Direct Plan
236.99
4.80 8.16 - 8.72
Plan - Regular Plan
6.30 9.76 - 10.19
Plan - Direct Plan
CRISIL Hybrid 35+65 Aggressive Index 15.29 14.54 - 15.27
94.07
4.68 8.02 - 8.44
Plan - Regular Plan
CRISIL Hybrid 35+65 Aggressive Index 15.29 14.54 - 15.27
3.64 5.98 - 6.08
Plan - Direct Plan
CRISIL Short Term Debt Hybrid 75+25 Index 9.15 10.42 - 10.77
28.90
2.23 4.49 - 4.58
Plan - Regular Plan
CRISIL Short Term Debt Hybrid 75+25 Index 9.15 10.42 - 10.77
4.89 5.66 - 5.71
Plus - Debt Plan - Direct Plan
CRISIL Short-Term Bond Index 5.19 7.58 - 7.71
39.15
3.48 4.20 - 4.25
Plus - Debt Plan - Regular Plan
CRISIL Short-Term Bond Index 5.19 7.58 - 7.71
Aditya Birla Sun Life Savings Fund 4.17 6.05 6.68 7.51
CRISIL Ultra Short Term Debt Index 4.32 5.70 6.46 7.30
Aditya Birla Sun Life Savings Fund - Direct Plan 4.33 6.20 6.82 7.97
CRISIL Ultra Short Term Debt Index 4.32 5.70 6.46 7.46 14824.36
Aditya Birla Sun Life Savings Fund - Retail Plan 4.17 6.05 6.68 7.38
CRISIL Ultra Short Term Debt Index 4.32 5.70 6.46 7.30
Aditya Birla Sun Life Sensex ETF 19.36 16.02 13.48 13.12
S&P BSE Sensex Total Return Index 19.50 16.06 15.94 15.13 15.33
Aditya Birla Sun Life Short Term Fund 4.71 7.38 7.12 7.36
CRISIL Short-Term Bond Index 5.19 7.58 7.29 8.01 8433.75
20
Since
AUM (In
Crores)
(%)
Aditya Birla Sun Life Short Term Fund - Direct
5.42 8.12 7.85 9.04
Plan
CRISIL Short-Term Bond Index 5.19 7.58 7.29 8.13
Aditya Birla Sun Life Silver ETF - - - 11.37
Domestic Price of Silver 95.92
Aditya Birla Sun Life Silver ETF FoF - Direct
- - - 9.11
Plan
Domestic Price of Silver
58.45
Aditya Birla Sun Life Silver ETF FoF - Regular
- - - 9.04
Plan
Domestic Price of Silver
Aditya Birla Sun Life Small Cap Fund 21.19 12.98 8.17 11.69
S&P BSE 250 SmallCap Total Return Index 34.29 20.00 11.98
Aditya Birla Sun Life Small Cap Fund - Direct 2648.48
22.46 14.25 9.42 16.88
Plan
S&P BSE 250 SmallCap Total Return Index 34.29 20.00 11.98 13.10
Aditya Birla Sun Life Special Opportunities Fund
27.88 - - 37.95
- Direct Plan
S&P BSE 500 Total Return Index 22.26 - - 35.62
653.55
Aditya Birla Sun Life Special Opportunities Fund
25.53 - - 35.33
- Regular Plan
S&P BSE 500 Total Return Index 22.26 - - 35.62
Aditya Birla Sun Life Tax Plan 3.82 7.58 8.73 17.88
391.73
Aditya Birla Sun Life Tax Plan - Direct Plan 4.42 8.22 9.58 14.26
Aditya Birla Sun Life Tax Relief 96 4.06 8.22 9.31 22.42
13860.51
Aditya Birla Sun Life Tax Relief 96 - Direct Plan 4.91 9.18 10.37 14.98
21
B. Close-ended Schemes
Since
1 Year 3 Years 5 Years AUM (In
Name of the Scheme Inception
(%) (%) (%) Crores)
(%)
Aditya Birla Sun Life Dual Advantage Fund
5.04 8.94 - 9.54
Series 2 - Direct Plan
CRISIL Hybrid 75+25 Conservative Index 8.59 10.92 - 11.58
60.14
Aditya Birla Sun Life Dual Advantage Fund
4.33 8.15 - 8.74
Series 2 - Regular Plan
CRISIL Hybrid 75+25 Conservative Index 8.59 10.92 - 11.58
Aditya Birla Sun Life Fixed Term Plan - Series
4.40 7.66 - 8.34
PU (1463 Days) - Direct Plan
CRISIL Composite Bond Index 4.48 8.21 - 8.55
326.15
4.21 7.46 - 8.13
PU (1463 Days) - Regular Plan
4.33 7.65 - 8.37
PV (1462 Days) - Direct Plan
229.98
4.14 7.44 - 8.17
PV (1462 Days) - Regular Plan
4.29 7.41 - 8.14
PY (1409 Days) - Direct Plan
187.62
4.26 7.22 - 7.95
PY (1409 Days) - Regular Plan
4.28 7.52 - 8.29
QF (1385 Days) - Direct Plan
84.59
4.22 7.33 - 8.07
QF (1385 Days) - Regular Plan
3.98 7.02 - 7.85
RC (1295 Days) - Direct Plan
458.47
3.74 6.76 - 7.58
RC (1295 Days) - Regular Plan
4.21 7.18 - 7.91
RD (1293 Days) - Direct Plan
26.49
3.97 6.91 - 7.65
RD (1293 Days) - Regular Plan
22
Since
(%) (%) (%) Crores)
(%)
4.17 7.07 - 7.86
RH (1281 Days) - Direct Plan
126.30
3.90 6.81 - 7.60
RH (1281 Days) - Regular Plan
4.04 7.06 - 7.86
RL (1254 Days) - Direct Plan
73.43
3.78 6.79 - 7.59
RL (1254 Days) - Regular Plan
4.11 7.21 - 7.96
RN (1240 Days) - Direct Plan
610.75
3.86 6.95 - 7.69
RN (1240 Days) - Regular Plan
4.33 7.40 - 8.06
RO (1241 Days) - Direct Plan
27.48
4.10 7.15 - 7.81
RO (1241 Days) - Regular Plan
4.25 7.69 - 8.39
RP (1239 Days) - Direct Plan
724.28
4.14 7.58 - 8.28
RP (1239 Days) - Regular Plan
4.40 7.62 - 8.19
RR (1240 Days) - Direct Plan
54.14
4.15 7.36 - 7.92
RR (1240 Days) - Regular Plan
4.22 7.59 - 8.12
RU (1225 Days) - Direct Plan
25.85
3.97 7.33 - 7.85
RU (1225 Days) - Regular Plan
4.21 7.55 - 8.08 39.02
RV (1224 Days) - Direct Plan
23
Since
(%) (%) (%) Crores)
(%)
3.98 7.30 - 7.83
RV (1224 Days) - Regular Plan
4.24 7.60 - 8.10
RW (1202 Days) - Direct Plan
30.86
4.03 7.38 - 7.89
RW (1202 Days) - Regular Plan
4.70 7.25 - 7.58
RX (1200 Days) - Direct Plan
31.90
4.40 6.94 - 7.26
RX (1200 Days) - Regular Plan
4.21 7.59 - 8.06
RY (1199 Days) - Direct Plan
26.45
4.00 7.37 - 7.85
RY (1199 Days) - Regular Plan
4.24 7.39 - 7.80
SA (1180 Days) - Direct Plan
59.21
4.03 7.18 - 7.58
SA (1180 Days) - Regular Plan
4.12 7.52 - 7.87
SF (1161 Days) - Direct Plan
50.96
3.98 7.33 - 7.67
SF (1161 Days) - Regular Plan
4.28 7.57 - 7.93
SG (1155 Days) - Direct Plan
253.87
4.10 7.36 - 7.72
SG (1155 Days) - Regular Plan
4.17 7.63 - 7.90
SI (1141 Days) - Direct Plan 128.38
24
Since
(%) (%) (%) Crores)
(%)
4.00 7.44 - 7.70
SI (1141 Days) - Regular Plan
4.22 7.63 - 7.82
SJ (1135 Days) - Direct Plan
380.12
4.12 7.52 - 7.71
SJ (1135 Days) - Regular Plan
4.08 7.50 - 7.55
SK (1128 Days) - Direct Plan
38.41
3.98 7.39 - 7.44
SK (1128 Days) - Regular Plan
4.23 7.54 - 7.62
SL (1120 Days) - Direct Plan
178.64
4.13 7.43 - 7.52
SL (1120 Days) - Regular Plan
4.18 - - 7.91
SN (1099 Days) - Direct Plan
CRISIL Composite Bond Index 4.48 - - 8.42
62.78
3.96 - - 7.69
SN (1099 Days) - Regular Plan
4.17 - - 7.24
SO (1099 Days) - Direct Plan
25.37
3.95 - - 7.03
SO (1099 Days) - Regular Plan
- - - 4.23
TI (1837 Days) - Direct Plan
CRISIL Medium to Long Term Debt Index - - - 3.17
258.86
- - - 4.15
TI (1837 Days) - Regular Plan
- - - 4.13
TJ (1838 Days) - Direct Plan
21.28
25
Since
(%) (%) (%) Crores)
(%)
- - - 4.06
TJ (1838 Days) - Regular Plan
- - - 0.34
TQ (1879 Days) - Direct Plan
179.44
- - - 0.34
TQ (1879 Days) - Regular Plan
[p
Note:
 Past Performance may or may not be sustained in the future.

 Returns for the period up to one year are absolute returns and for the period more than one year are
compounded annualized returns, with re-investment of dividends, if any.
 Benchmark returns not provided (if any) are due to non-availability of benchmark indices data for the
relevant date/period.
The performance of the Schemes vis-à-vis benchmarks are attributed to a combination of factors including
active fund management aimed to achieve Scheme objectives, capital transactions and volatility in the
securities market.
26
II BRIEF BACKGROUND OF SPONSORS, TRUST, TRUSTEE COMPANY AND ASSET
MANAGEMENT COMPANY
Aditya Birla Sun Life Mutual Fund (the “Mutual Fund”) has been constituted as a trust on December 16,
1994 in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882) with Aditya Birla Capital
Limited, (subsidiary of Grasim Industries Limited) and Sun Life (India) AMC Investments Inc., as the
Sponsors and Aditya Birla Sun Life Trustee Private Limited as the Trustee. The Trust Deed has been
registered under the Indian Registration Act, 1908. The Mutual Fund was registered with SEBI on December
23, 1994 under Registration Code MF/020/94/8.
SPONSORS:
Aditya Birla Capital Limited
Aditya Birla Capital Limited (“ABCL”) is the holding company for the financial services businesses of the
Aditya Birla Group.
ABCL’s subsidiaries have a strong presence across Protecting, Investing and Financing solutions. ABCL is
a universal financial solutions group catering to diverse needs of its customers across their life stages.
Powered by more than 30,500 employees, the subsidiaries of ABCL have a nationwide reach with 1,000+
branches and more than 2,00,000 agents / channel partners and several bank partners.
As of March 31, 2022, Aditya Birla Capital Limited manages aggregate assets under management over Rs.
3,700 billion, has a consolidated lending book of approx. Rs. 671 billion, and an active customer base of
over 35 million, through its subsidiaries and joint ventures.
Aditya Birla Group
A global conglomerate, the Aditya Birla Group is in the League of Fortune 500. Anchored by an
extraordinary force of over 140,000 employees belonging to 100 nationalities, the Group is built on a strong
foundation of stakeholder value creation. With over seven decades of responsible business practices, our
businesses have grown into global powerhouses in a wide range of sectors – metals, pulp and fibre,
chemicals, textiles, carbon black, telecom and cement. Today, over 50% of Group revenues flow from
overseas operations that span 36 countries in North and South America, Africa and Asia.
Sun Life (India) AMC Investments Inc
Sun Life (India) AMC Investments Inc. is a wholly owned subsidiary of Sun Life Assurance Company of
Canada and Sun Life Financial Inc. is the ultimate holding company of Sun Life (India) AMC Investments
Inc. Sun Life Financial is a leading international financial services organization providing asset
management, wealth, insurance and health solutions to individuals and institutional clients. Chartered in
1865, Sun Life Financial and its partners today have operations in key markets worldwide, including
Canada, United States, United Kingdom, Ireland, Hong Kong, Philippines, Japan, Indonesia, India, China,
Australia, Singapore, Vietnam, Malaysia and Bermuda. As of March 31, 2022, Sun Life Financial Inc. had
total assets under management of C$1,352 billion. Please refer www.sunlife.com for more details. Sun Life
Financial Inc. trades on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges under
the ticker symbol SLF.
27
Trustee Company
Aditya Birla Sun Life Trustee Private Limited (“Trustees” or “Trustee Company”) has been discharging its
duties and carrying out the responsibilities as provided in the Regulations and the Trust Deed. The Trustees
seek to ensure that the Fund and the Schemes floated thereunder are managed by Aditya Birla Sun Life
AMC Limited (Investment Manager) in accordance with the Trust Deed, Investment Management
Agreement, the Regulations, directions and guidelines issued by the SEBI, the Association of Mutual Funds
in India and other regulatory authority, as amended from time to time.
On the basis of the information provided and reviews undertaken, the Trustees hereby note that Aditya Birla
Sun Life AMC Limited has operated in the interests of the Unit holders.
Asset Management Company:
Aditya Birla Sun Life AMC Limited (ABSLAMC), is a public limited company incorporated under the
Companies Act, 1956 on September 05, 1994. ABSLAMC has been appointed as the Investment Manager
of Aditya Birla Sun Life Mutual Fund by the Trustee vide Investment Management Agreement dated
December 16, 1994, executed between Aditya Birla Sun Life Trustee Private Limited & Aditya Birla Sun
Life AMC Limited.
Aditya Birla Sun Life AMC Limited is registered with SEBI vide Registration Certificate no.
PM/INP000000597 dated March 1, 2002 to act as Portfolio Manager under SEBI (Portfolio Managers)
Regulations, 1993.
Aditya Birla Sun Life AMC Limited is also appointed as an investment manager to the Venture Capital
Fund- Aditya Birla Real Estate Fund (bearing Registration No. IN/VCF/09-10/169 dated February 26,
2010} registered with SEBl under the SEBI (Venture Capital Funds) Regulations, 1996.
SEBI vide its letters dated August 20, 2009 having reference no. IMD/SM/174044/2009 and August 16,
2010 having reference no. IMD/SM/16522/10 granted its no-objection to ABSLAMC to set up wholly
owned subsidiaries, namely; Aditya Birla Sun Life Asset Management Company Pte Ltd., incorporated in
the Republic of Singapore under the Companies Act, Cap. 50 bearing license no CMSI00176-l; Aditya
Birla Asset Management Company Ltd., incorporated in Dubai under the Companies Law, DIFC Law no.2
of 2009 bearing registration no. 0993, for undertaking fund management services, investment advisory
services, distribution of financial products or any such permissible activity subject to SEBI (Mutual Funds)
Regulations, 1996. Further, its subsidiary company, Aditya Birla Sun Life AMC (Mauritius) Limited
(erstwhile Birla Sun Life AMC (Mauritius) Limited), is registered with Financial Service Commission and
acts as Investment Manager to India Advantage Fund Limited, a Collective Investment Company set-up in
Mauritius having license no. OC96002833 under approval of SEBI vide its letter dated April l8, 1996
having reference no. IIMARP/1108/96.
ABSLAMC also acts as an Investment Manager to Aditya Birla Real Estate Debt Fund (Category II)
registered with Securities and Exchange Board of India (SEBI) on January 27, 2016 at Mumbai having
registration number as IN/AIF2/15-16/0200.
Further, the Company has also received SEBI registration for Alternative Investment Fund (AIFs) Category
III namely ‘Aditya Birla Sun Life AIF Trust – I’ under registration code IN/AIF3/17-18/0319 dated April
11, 2017 and AIF Category II namely ‘Aditya Birla Sun Life AIF Trust – II’ under registration code
IN/AIF2/17-18/0513 dated January 19, 2018.
Pursuant to the no-objection from SEBI vide its email dated July 15, 2020, ABSLAMC will offer non-
binding Investment Advisory Services (including credit research) to Funds/Schemes managed by Aditya
Birla Sun Life Asset Management Company Pte. Limited, a wholly owned subsidiary of ABSLAMC
28
incorporated in Singapore. While undertaking the aforesaid business activity, ABSLAMC will ensure that
(i) There is no conflict of interest with the activities of the Fund; (ii) Interest of the Unit holder(s) of the
Schemes of the Fund are protected at all times; and (iii) This business activity is in Compliance with the
provisions of Regulation 24(b) of SEBI (Mutual Funds) Regulations, 1996 and relevant circulars issued in
this regard from time to time.
These activities are being undertaken in compliance with the provisions of Regulation 24(b) of SEBI
(Mutual Funds) Regulations and such other applicable regulations and there is no conflict of interest.
Shareholding Pattern:
As on March 31, 2022, equity shareholding pattern of Aditya Birla Sun Life AMC Limited is as follows:
Percentage ownership held by the

Name of the Shareholders
shareholder
Aditya Birla Capital Ltd & others 50.01%
Sun Life (India) AMC Investment Inc. 36.49%
Public 13.50%
Total 100.00%
III. STATUTORY INFORMATION
 The Sponsors are not responsible or liable for any loss resulting from the operation of the Schemes
of the Fund beyond their initial contribution (to the extent contributed) of Rs. 1 Lac 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.
 Full Annual Report shall be disclosed on the website (https://mutualfund.adityabirlacapital.com/)
and shall be available for inspection at the Head Office of the Fund. On written request, present
and prospective unitholder/investors can obtain copy of the trust deed, full annual report at a price
and the text of the relevant scheme.
 On written request, Unitholder/investors can obtain a physical copy of the abridged summary of
the Annual Report without any charges.
 Further, the Annual Report of AMCs will be displayed on the website
(https://mutualfund.adityabirlacapital.com/). The unitholders, if they so desire, may request for
the Annual Report of the AMC.
Summary of Significant Accounting Policies: Accounting policies are in accordance with

Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. The financial
statements are prepared on the accrual basis of accounting, under the historical cost convention,
as modified for investments, which are ‘marked-to-market’. The significant accounting policies
are in accordance with the SEBI (Mutual Funds) Regulations, 1996 and form part of the full
Annual report available on the website – https://mutualfund.adityabirlacapital.com/ .
29
IV. REGULATORY DISCLOSURES
 UNCLAIMED DIVIDEND AND REDEMPTION AS ON MARCH 31, 2022
Unclaimed Redemption Unclaimed Dividend

Name of the Schemes No. of No. of
Amount (Rs.) Amount (Rs.)
Investors Investors
Aditya Birla Sun Life

1 2,000.00 636 4,92,024.37
Equity Hybrid '95 Fund

2 2,096.46 0 0.00
Low Duration Fund
Aditya Birla Sun Life Tax

9 1,97,810.91 6 82,855.01
Relief '96

13 83,292.70 1 1,886.68
Flexi Cap Fund

10 2,94,992.63 0 0.00
Frontline Equity Fund

5 614.05 0 0.00
Corporate Bond Fund

3 31,837.26 0 0.00
Digital India Fund

Banking & PSU Debt 1 6,995.98 1 746.02
Fund

3 2,925.00 0 0.00
Equity Advantage Fund

Banking And Financial 2 4,605.04 0 0.00
Services Fund

5 1,01,168.60 0 0.00
Liquid Fund

1 8,63,168.64 0 0.00
Dynamic Bond Fund

3 1,767.67 144 18,263.18
Balanced Advantage Fund

1 28,644.81 0 0.00
India GenNext Fund
30
Investors Investors

1 69,320.91 0 0.00
Small Cap Fund

2 1,37,693.54 0 0.00
Midcap Fund

3 38,777.00 0 0.00
Overnight Fund

2 5,21,472.03 0 0.00
ESG Fund

1 23,709.49 0 0.00
Multi-cap Fund

Nifty 50 Equal Weight 2 200.00 0 0.00
Index Fund

1 2,033.22 0 0.00
PSU Equity Fund

Financial Planning FOF - 1 500.00 0 0.00
Aggressive Plan

0 0.00 665 3,62,236.99
Dividend Yield Fund

0 0.00 1 387.68
Equity Savings Fund

0 0.00 3 3,809.14
Income Fund

International Equity Fund 0 0.00 6 11,152.33
- Plan B

International Equity Fund 0 0.00 1 1,024.39
- Plan A

0 0.00 2 1,479.37
Regular Savings Fund

Special Opportunities 0 0.00 1 820.96
Fund
31
Investors Investors
Aditya Birla Sun Life Tax

0 0.00 1 837.27
Plan
Total 72 24,15,625.94 1,468 9,77,523.39
Pursuant to SEBI circular no. SEBI/HO/IMD/DF2/CIR/P/2016/37 dated February 25, 2016 and SEBI circular
no. SEBI/HO/IMD/IMD-II DOF3/P/CIR/2021/608 dated July 30, 2021, the unclaimed redemption and
unclaimed dividend balances (including unclaimed balances till such date) are being invested in following
plans of Aditya Birla Sun Life Overnight Fund with effect from December 26, 2021 as under:
Net Assets as on (Rs.)

Name of the Plan
March 31, 2022 March 31, 2021
Unclaimed Redemptions Plan – Upto 3 years 271,509,381 153,789,184

Unclaimed Redemptions Plan – Greater than 3 years 176,678,187 146,218,945
Unclaimed Dividend Plan– Upto 3 years 238,263,421 292,649,456
Unclaimed Dividend Plan– Greater than 3 years 499,212,164 395,704,346
In addition to above, the amounts not yet transferred to the respective plans are disclosed as unclaimed
redemption and unclaimed dividend liabilities in the Current Liabilities and Provisions schedule.
 GENERAL POLICIES AND PROCEDURES FOR EXERCISING THE VOTING

RIGHTS
In view of SEBI guidelines related to “Role of Mutual Funds in Corporate Governance of Public
Listed Companies”, the company has formulated its “Policy for Proxy Voting in Public Listed
Companies” and “Stewardship Code”. The Policy, details of actual exercise of proxy votes along
with the summary of votes cast during the Financial Year 2021 - 2022, the Scrutinizers certificate
and Compliance status of Stewardship Code are enclosed as Annexure 1 and Annexure 2
respectively, to this report and is also available on the website
(https://mutualfund.adityabirlacapital.com/).
 REDRESSAL OF COMPLAINTS RECEIVED AGAINST MUTUAL FUND DURING

THE F.Y. 2021-2022
Please refer the Annexure 3 to this report for the details related to “Disclosure of investor
complaints with respect to the Mutual Fund for the F.Y. 2021-2022.”
32
 CHANGES IN RISK-O-METER LEVELS DURING THE F.Y. 2021-2022
Number of
Risk-o-meter level Risk-o-meter changes in Risk-
Scheme Name at start of the level as on o-meter during
financial year March 31, 2022 the financial
year
Aditya Birla Sun Life Active Debt Multi
Moderate Moderate 0
Manager FOF Scheme
Aditya Birla Sun Life Arbitrage Fund Low Low 4
Aditya Birla Sun Life Asset Allocator
High High 2
FOF
Aditya Birla Sun Life Bal Bhavishya
Very High Very High 0
Yojna
Aditya Birla Sun Life Balanced
High High 4
Advantage Fund
Aditya Birla Sun Life Banking & PSU Low to
Moderate 3
Debt Fund Moderate
Aditya Birla Sun Life Banking And
Financial Services Fund
Aditya Birla Sun Life Banking ETF Very High Very High 0
Aditya Birla Sun Life Business Cycle
Very High* Very High 0
Fund
Aditya Birla Sun Life Commodity
Equities Fund - Global Agri Plan
Aditya Birla Sun Life Corporate Bond Low to
Moderate 3
Fund Moderate
Moderately
Aditya Birla Sun Life Credit Risk Fund High 1
High
Aditya Birla Sun Life CRISIL AAA Jun Low to
Low to Moderate* 0
2023 Index Fund Moderate
Aditya Birla Sun Life CRISIL SDL Plus
Low to Moderate* Moderate 0
AAA PSU Apr 2025 60:40 Index Fund
Aditya Birla Sun Life CRISIL SDL Plus Moderately
Moderate* 0
AAA PSU Apr 2027 60:40 Index Fund High
Aditya Birla Sun Life Digital India Fund Very High Very High 0
Aditya Birla Sun Life Dividend Yield
Fund
Aditya Birla Sun Life Dual Advantage
Moderate Moderate 0
Fund - Series 2
Aditya Birla Sun Life Dynamic Bond Moderately
Moderately High 0
Fund High
Aditya Birla Sun Life Equity Advantage
Fund
Aditya Birla Sun Life Equity Hybrid '95
Fund
Aditya Birla Sun Life Equity Savings Moderately
Moderately High 0
Fund High
Aditya Birla Sun Life ESG Fund Very High Very High 0
Aditya Birla Sun Life Financial Planning
FOF - Aggressive Plan
Aditya Birla Sun Life Financial Planning Moderately
Moderately High 0
FOF - Conservative Plan High
Aditya Birla Sun Life Financial Planning
High High 0
FOF - Moderate Plan
33
Number of
year
Aditya Birla Sun Life Fixed Term Plan - Low to
Low to Moderate 0
Series PU (1463 days) Moderate
Low to Moderate 0
Series PV (1462 days) Moderate
Low to Moderate 0
Series PY (1409 days) Moderate
Low to Moderate 0
Series QF (1385 days) Moderate
Aditya Birla Sun Life Fixed Term Plan -
Low to Moderate Low 1
Series RC (1295 days)
Low to Moderate 0
Series RD (1293 days) Moderate
Low to Moderate 0
Series RH (1281 days) Moderate
Low to Moderate 0
Series RL (1254 days) Moderate
Low to Moderate 0
Series RN (1240 days) Moderate
Low to Moderate 0
Series RO (1241 days) Moderate
Low to Moderate 0
Series RP (1239 days) Moderate
Low to Moderate 0
Series RR (1240 days) Moderate
Low to Moderate 0
Series RU (1225 days) Moderate
Low to Moderate 0
Series RY (1224 days) Moderate
Low to Moderate 0
Series RW (1202 days) Moderate
Moderately High 2
Series RX (1200 days) Moderate
Low to Moderate 0
Series RY (1199 days) Moderate
Low to Moderate 0
Series SA (1180 days) Moderate
Low to Moderate 0
Series SF (1161 days) Moderate
Low to Moderate 0
Series SG (1155 days) Moderate
Low to Moderate 0
Series SI (1141 days) Moderate
Low to Moderate 0
Series SJ (1135 days) Moderate
Low to Moderate 0
Series SK (1128 days) Moderate
Low to Moderate 0
Series SL (1120 days) Moderate
Low to Moderate 0
Series SN (1099 days) Moderate
34
Number of
year
Low to Moderate 0
Series SO (1099 days) Moderate
Moderate* Moderate 1
Series TI (1837 days)
Series TJ (1838 days)
Series TQ (1879 days)
Aditya Birla Sun Life Flexi Cap Fund Very High Very High 0
Low to
Aditya Birla Sun Life Floating Rate Fund Low to Moderate 0
Moderate
Aditya Birla Sun Life Focused Equity
Fund
Aditya Birla Sun Life Frontline Equity
Fund
Opportunities Fund
Aditya Birla Sun Life Global Excellence
Equity Fund Of Fund
Moderately
Aditya Birla Sun Life Gold ETF Moderately High 0
High
Moderately
Aditya Birla Sun Life Gold Fund Moderately High 0
High
Aditya Birla Sun Life Government
Moderately High Moderate 1
Securities Fund
Aditya Birla Sun Life Income Fund Moderate Moderate 2
Aditya Birla Sun Life India Gennext Fund Very High Very High 0
Aditya Birla Sun Life Infrastructure Fund Very High Very High 0
Aditya Birla Sun Life International Equity
Fund - Plan A
Aditya Birla Sun Life International Equity
Fund - Plan B
Aditya Birla Sun Life Interval Income
Low Low 0
Fund - Quarterly Plan - Series I
Aditya Birla Sun Life Liquid Fund Moderate Moderate 2
Aditya Birla Sun Life Low Duration Fund Low to Moderate Moderate 1
Aditya Birla Sun Life Manufacturing
Equity Fund
Aditya Birla Sun Life Medium Term Plan High High 4
Aditya Birla Sun Life Midcap Fund Very High Very High 0
Aditya Birla Sun Life MNC Fund Very High Very High 0
Aditya Birla Sun Life Money Manager
Moderate Moderate 0
Fund
Aditya Birla Sun Life Multi-Cap Fund Very High* Very High 0
Aditya Birla Sun Life NASDAQ 100 FOF Very High* Very High 0
Aditya Birla Sun Life Nifty 50 Equal
Weight Index Fund
35
Number of
year
Aditya Birla Sun Life Nifty 50 Index
Fund (erstwhile Aditya Birla Sun Life Very High Very High 0
Index Fund)
Aditya Birla Sun Life Nifty ETF Very High Very High 0
Aditya Birla Sun Life Nifty Healthcare
ETF
Aditya Birla Sun Life Nifty IT ETF Very High* Very High 0
Aditya Birla Sun Life Nifty Midcap 150
Index Fund
Aditya Birla Sun Life Nifty Next 50 ETF Very High Very High 0
Aditya Birla Sun Life Nifty Next 50 Index
Fund
Aditya Birla Sun Life Nifty SDL Apr Moderately
Moderate* 2
2027 Index Fund High
Aditya Birla Sun Life Nifty SDL Plus
PSU Bond Sep 2026 60:40 Index Fund
Aditya Birla Sun Life Nifty Smallcap 50
Index Fund
Aditya Birla Sun Life Overnight Fund Low Low 0
Aditya Birla Sun Life Pharma &
Healthcare Fund
Aditya Birla Sun Life PSU Equity Fund Very High Very High 0
Aditya Birla Sun Life Pure Value Fund Very High Very High 0
Aditya Birla Sun Life Regular Savings Moderately
Moderately High 3
Fund High
Aditya Birla Sun Life Retirement Fund -
The 30s Plan
The 40s Plan
Aditya Birla Sun Life Retirement Fund - Moderately
Moderate 1
The 50s Plan High
Moderate Moderate 0
The 50s Plus - Debt Plan
Aditya Birla Sun Life Savings Fund Low to Moderate Moderate 1
Aditya Birla Sun Life Sensex ETF Very High Very High 0
Aditya Birla Sun Life Short Term Fund Moderate Moderate 0
Aditya Birla Sun Life Small Cap Fund Very High Very High 0
Aditya Birla Sun Life Special
Opportunities Fund
Aditya Birla Sun Life Tax Plan Very High Very High 0
Aditya Birla Sun Life Tax Relief '96 Very High Very High 0
Moderately
Aditya Birla Sun Life Silver ETF Moderately High* 0
High
Aditya Birla Sun Life Silver ETF Fund Of Moderately
Moderately High* 0
Fund High
* Risk level at the time of launch of Schemes is provided as the schemes were launched during the
financial year 2021-2022.
36
 POTENTIAL RISK CLASS MATRIX FOR DEBT SCHEMES AS ON MARCH 31, 2022:
Potential Risk Class

Scheme Name Matrix
Aditya Birla Sun Life CRISIL SDL Plus AAA PSU Apr 2025 60:40 Index Fund A-II
Aditya Birla Sun Life Fixed Term Plan - Series SJ (1135 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SK (1128 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SL (1120 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SN (1099 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SO (1099 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series TI (1837 Days) B-III
Aditya Birla Sun Life Fixed Term Plan - Series TJ (1838 Days) B-III
Aditya Birla Sun Life Nifty SDL Plus PSU Bond Sep 2026 60:40 Index Fund A-III
Aditya Birla Sun Life Nifty SDL Apr 2027 Index Fund A-III
Aditya Birla Sun Life Crisil AAA Jun 2023 Index Fund A-II
Aditya Birla Sun Life Fixed Term Plan - Series TQ (1879 Days) A-III
Aditya Birla Sun Life Crisil SDL Plus AAA PSU Apr 2027 60:40 Index Fund A-III
Aditya Birla Sun Life Short Term Fund B-III
Aditya Birla Sun Life Savings Fund B-II
Aditya Birla Sun Life Dynamic Bond Fund C-III
Aditya Birla Sun Life Floating Rate Fund B-III
Aditya Birla Sun Life Money Manager Fund B-I
Aditya Birla Sun Life Credit Risk Fund C-III
Aditya Birla Sun Life Low Duration Fund B-III
Aditya Birla Sun Life Corporate Bond Fund B-III
Aditya Birla Sun Life Medium Term Plan C-III
Aditya Birla Sun Life Banking & PSU Debt Fund B-III
Aditya Birla Sun Life Liquid Fund B-I
Aditya Birla Sun Life Government Securities Fund A-III
Aditya Birla Sun Life Income Fund B-III
Aditya Birla Sun Life Overnight Fund A-I
Aditya Birla Sun Life Interval Income Fund - Quarterly Plan - Series I B-I
Aditya Birla Sun Life Fixed Term Plan - Series PU (1463 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series PV (1462 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series PY (1409 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series QF (1385 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RC (1295 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RD (1293 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RH (1281 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RL (1254 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RN (1240 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RO (1241 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RP (1239 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RR (1240 Days) B-I
37
Potential Risk Class
Scheme Name Matrix
Aditya Birla Sun Life Fixed Term Plan - Series RU (1225 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RV (1224 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RW (1202 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RY (1199 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series RX (1200 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SA (1180 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SF (1161 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SG (1155 Days) B-I
Aditya Birla Sun Life Fixed Term Plan - Series SI (1141 Days) B-I
38
V. INVESTMENT OBJECTIVES OF SCHEMES MANAGED BY THE AMC DURING THE YEAR
UNDER REVIEW:
Sr. No. Name of the Scheme Scheme Investment objective of the Type of Scheme
Category Scheme
1 Aditya Birla Sun Life Balanced The objective of the scheme is An open ended
Equity Hybrid '95 Fund Hybrid Fund/ to generate long term growth of hybrid scheme
Aggressive capital and current income, investing
Hybrid Fund through a portfolio investing in predominantly in
equity, debt and money market equity and equity
securities. The secondary related instruments.
objective is income generation
and distribution of IDCW.
2 Aditya Birla Sun Life Large & Mid The objective of the scheme is An open ended equity
Equity Advantage Fund Cap Fund to achieve long-term growth of scheme investing in
capital, at relatively moderate both large cap and
levels of risk through a mid cap stocks.
diversified research based
investment in Large & Midcap
companies
3 Aditya Birla Sun Life Tax ELSS An open-ended Equity Linked An Open ended
Relief '96 Savings Scheme (ELSS) with Equity Linked Saving
the objective of long term Scheme with a
growth of capital through a statutory lock-in of 3
portfolio with a target years and tax benefit.
allocation of 80% equity, 20%
debt and money market
securities.
4 Aditya Birla Sun Life Multi Cap The objective of the scheme is An open ended
Flexi Cap Fund Fund long term growth of capital, dynamic equity
through investment in equity & scheme investing
equity related instruments across large cap, mid
across market cap (large, mid cap, small cap stocks.
& small) companies.
5 Aditya Birla Sun Life Tax ELSS The objective of the scheme is An Open ended
Plan to achieve long term growth of Equity Linked
capital along with income tax Savings Scheme
relief for investment. (ELSS) (All
investments in the
scheme are subject to
a lock-in period of 3
years from the date of
allotment)
6 Aditya Birla Sun Life Sectoral/ The objective of the scheme is An open ended equity
MNC Fund Thematic Fund to achieve long-term growth of scheme following the
capital at relatively moderate MNC theme in its
levels of risk by making investments.
investments in securities of
multinational companies
through a research based
investment approach.
7 Aditya Birla Sun Life Sectoral/ The primary investment An open ended equity
Digital India Fund Thematic Fund objective of the scheme is to scheme investing in
generate long term growth of the Technology,
capital, through a portfolio Telecom, Media,
with a target allocation of Entertainment and
100% equity, focusing on
39
Category Scheme
investing in technology and other related ancillary
technology dependent sectors.
companies, hardware,
peripherals and components,
software, telecom, media,
internet and e-commerce and
other technology enabled
companies. The secondary
objective is income generation
and distribution of IDCW.
8 Aditya Birla Sun Life Dynamic The primary objective of the An open ended
Balanced Advantage Fund Asset Scheme is to generate long Dynamic Asset
Allocation/ term growth of capital and Allocation fund.
Balanced income distribution with
Advantage relatively lower volatility by
investing in a dynamically
balanced portfolio of Equity &
Equity linked investments and
fixed-income securities.
There can be no assurance that
the investment objective of the
Scheme will be realized.
9 Aditya Birla Sun Life Large Cap The objective of the scheme is An open-ended
Frontline Equity Fund Fund long term growth of capital, equity scheme
through a portfolio with a target predominantly
allocation of 100% equity by investing in large cap
aiming at being as diversified stocks.
across various industries and/
or sectors as its chosen
benchmark index, Nifty 50
TRI. The secondary objective
is income generation and
distribution of IDCW.
10 Aditya Birla Sun Life Index Fund The objective of the scheme is An open ended
Index Fund to generate returns that are scheme tracking
commensurate with the Nifty 50 TR index
performance of the Nifty,
subject to tracking errors.
11 Aditya Birla Sun Life Mid Cap Fund The investment objective of the An open ended equity
Midcap Fund scheme is long term growth of scheme
capital at controlled level of predominantly
risk by investing primarily in investing in mid cap
'Mid-Cap’ Stocks. stocks
12 Aditya Birla Sun Life Dividend The objective of the scheme is An open ended equity
Dividend Yield Fund Yield Fund to provide capital growth and scheme
income by investing primarily predominantly
in a well-diversified portfolio investing in dividend
of dividend paying companies yielding stocks
that have a relatively high
dividend yield.
40
Category Scheme
13 Aditya Birla Sun Life Sectoral/ The objective of the scheme is An open ended equity
India GenNext Fund Thematic Fund to target growth of capital by scheme following
investing in equity/ equity Consumption theme
related instruments of
companies that are expected to
benefit from the rising
consumption patterns in India,
which in turn is getting fuelled
by high disposable incomes of
the young generation
(Generation Next). The scheme
will invest in companies that
have the following
characteristics: 1. Companies
that seek growth in revenues
arising out of demand from the
younger generation (GenNext)
for their products or services. 2.
They should be engaged in
manufacturing of products or
rendering of services that go
directly to the consumer. 3. The
products and services should
have distinct brand identity,
thereby enabling choice
14 Aditya Birla Sun Life Focused Fund The investment objective of the An open ended Large
Focused Equity Fund Scheme is to achieve long term cap Equity Scheme
capital appreciation by investing in
investing in upto 30 companies maximum 30 stocks
with long term sustainable
competitive advantage and
growth potential.
15 Aditya Birla Sun Life Sectoral/ The Scheme seeks to provide An open ended equity
Infrastructure Fund Thematic Fund medium to long-term capital scheme investing in
appreciation, by investing Infrastructure sector
predominantly in a diversified
portfolio of equity and equity
related securities of companies
that are participating in the
growth and development of
Infrastructure in India.
16 Aditya Birla Sun Life Fund of Funds The primary objective of the An open ended fund
Asset Allocator FoF Scheme Scheme is to generate capital of fund scheme
(Domestic) appreciation primarily from a investing
portfolio of equity schemes, predominantly in
ETFs and debt schemes equity schemes,
accessed through the Exchange Traded
diversified investment styles. Funds (ETFs) & debt
There can be no assurance that schemes.
17 Aditya Birla Sun Life Fund of Funds The primary objective of the An open-ended fund
Active Debt Multi Scheme Scheme is to generate returns of funds scheme
Manager FoF Scheme (Domestic) from a portfolio of pure debt investing in
oriented funds accessed dynamically
41
Category Scheme
through the diverse investment managed portfolio of
styles of underlying scheme Debt Funds..
selected in accordance with the
ABSLAMC process. There can
be no assurance that the
investment objective of the
18 Aditya Birla Sun Life Small Cap The Scheme seeks to generate An open ended equity
Small Cap Fund Fund consistent long-term capital scheme
appreciation by investing predominantly
predominantly in equity and investing in small cap
equity related securities of stocks
Small cap companies.
19 Aditya Birla Sun Life Sectoral/ Aditya Birla Sun Life An open ended equity
International Equity Fund Thematic Fund International Equity Fund - scheme following
- Plan A Plan A seeks to generate long- international theme
term growth of capital, by by investing
investing predominantly in a predominantly in
diversified portfolio of equity Global Equities
and equity related securities in
the international markets.
20 Aditya Birla Sun Life Sectoral/ Aditya Birla Sun Life An open ended equity
International Equity Fund Thematic Fund International Equity Fund - scheme following
- Plan B Plan B seeks to generate long- international theme
term growth of capital, by by investing in
investing predominantly in a Global Equities and
diversified portfolio of equity also Indian Equities
and equity related securities in
the domestic and international
markets.
21 Aditya Birla Sun Life Fund of funds The primary objective of the An open ended fund
Global Excellence Equity investing Scheme is to achieve long-term of funds scheme
Fund of Fund overseas capital growth by investing investing primarily in
primarily in units of Julius Baer units of Julius Baer
Global Excellence Equity Global Excellence
Fund. The Scheme does not Equity Fund
guarantee/indicate any returns.
the schemes' objectives will be
achieved.
22 Aditya Birla Sun Life Value Fund The Scheme seeks to generate An open ended equity
Pure Value Fund consistent long-term capital scheme following a
appreciation by investing value investment
predominantly in equity and strategy
equity related securities by
following value investing
strategy.
23 Aditya Birla Sun Life Fund of funds The primary objective of the An open ended fund
Global Emerging investing Scheme is to achieve long-term of fund scheme
Opportunities overseas capital growth by investing investing primarily in
Fund primarily in units of Julius Baer units of Julius Baer
Equity Next Generation Fund. Equity Next
The Scheme does not Generation Fund.
42
Category Scheme
the schemes’ objectives will be
achieved.
24 Aditya Birla Sun Life Sectoral/ The objective of the Scheme is An open ended equity
Commodity Equities Fund Thematic Fund to offer long term growth of scheme following the
- Global Agri Plan capital, by investing in (1) global agriculture
stocks of Agri commodity theme
companies, i.e., companies
engaged in or focusing on the
Agri business and/or (2)
overseas mutual fund
scheme(s) that have similar
investment objectives.
These securities could be
issued in India or overseas.
25 Aditya Birla Sun Life Arbitrage The Scheme seeks to generate An open ended
Arbitrage Fund Fund income by investing scheme investing in
predominantly in equity and arbitrage
equity related instruments. opportunities
Scheme intends to take
advantage from the price
differentials / mis-pricing
prevailing for stock / index in
various market segments (Cash
& Future).
26 Aditya Birla Sun Life Fund of Funds The Scheme aims to generate An open ended fund
Financial Planning FOF - Scheme returns by investing in portfolio of fund scheme
Aggressive Plan (Domestic) of equity schemes, ETFs and investing in a
debt schemes as per the risk- portfolio of mutual
return profile of investors. fund schemes
Each of the 3 plans under the (predominantly in
Scheme has a strategic asset Equity Schemes and
allocation which is based on Exchange Traded
satisfying the needs to a Funds).
specific risk-return profile of
investors.
Conservative Plan (Domestic) of equity schemes, ETFs and investing in a
Each of the 3 plans under the (predominantly in
Scheme has a strategic asset Debt & Liquid
allocation which is based on Schemes).
satisfying the needs to a
specific risk-return profile of
investors.
43
Category Scheme
Moderate Plan (Domestic) of equity schemes, ETFs and investing in a
Each of the 3 plans under the (predominantly in a
Scheme has a strategic asset combination of
allocation which is based on Equity Schemes,
satisfying the needs to a Exchange Traded
specific risk-return profile of Funds and Debt &
investors. Liquid Schemes).
29 Aditya Birla Sun Life Gold ETF The investment objective of the An open ended
Gold ETF Scheme is to generate returns scheme tracking
that are in line with the physical price of
performance of gold, subject to Gold
tracking errors.
The Scheme does not
achieved.
30 Aditya Birla Sun Life Other ETFs The investment objective of the An open ended
Nifty ETF scheme is to provide returns scheme replicating
that closely correspond to the NIFTY 50 TR Index
total returns of securities as
represented by Nifty 50 TRI,
The Scheme does not
the scheme objectives will be
achieved.
31 Aditya Birla Sun Life Fund of Funds The investment objective of the An open ended fund
Gold Fund Scheme scheme is to provide returns of funds scheme
(Domestic) that tracks returns provided by investing in Aditya
Aditya Birla Sun Life Gold Birla Sun Life Gold
ETF (ABSL Gold ETF). ETF
The Scheme does not
the Scheme’ objectives will be
achieved.
32 Aditya Birla Sun Life Sectoral/ The primary investment An open ended equity
Banking And Financial Thematic Fund objective of the Scheme is to scheme investing in
Services Fund generate long-term capital the Banking &
appreciation to unitholders Financial Services
from a portfolio that is invested sectors
predominantly in equity and
equity related securities of
companies engaged in banking
and financial services.
The Scheme does not
44
Category Scheme
achieved.
33 Aditya Birla Sun Life Equity SavingsTo provide capital appreciation An Open ended
Equity Savings Fund Fund and income distribution to the scheme investing in
investors by using a blend of equity, arbitrage and
equity derivatives strategies, debt
arbitrage opportunities and
pure equity investments. The
Scheme does not
achieved.
34 Aditya Birla Sun Life Sectoral/ The primary investment An Open ended
Manufacturing Equity Thematic Fund objective of the Schemes is to equity scheme
Fund generate long-term capital following the
appreciation to unit holders Manufacturing theme
from a portfolio that is invested
predominantly in equity and
equity related securities of
companies engaged in
Manufacturing activity. The
Scheme does not
achieved.
35 Aditya Birla Sun Life Other ETFs The investment objective of the An open ended
Sensex ETF scheme is to provide returns scheme replicating
before expenses that closely BSE SENSEX index
correspond to the total returns
of securities as represented by
S&P BSE SENSEX TRI,
subject to tracking errors. The
Scheme does not
achieved.
39 Aditya Birla Sun Life Other ETFs The investment objective of the An Open ended
Nifty Next 50 ETF scheme is to provide returns Scheme tracking
that closely Nifty Next 50 Index
Nifty Next 50,
The Scheme does not

achieved.
45
Category Scheme
40 Aditya Birla Sun Life Bal Children's The investment objective of the An open ended fund
Bhavishya Yojna Fund scheme is to seek generation of for investment for
capital appreciation by creating children having a
a portfolio that is lock-in for at least 5
predominantly investing in years or till the child
equity & equity related attains age of
securities and debt and money majority (whichever
market instruments. is earlier)
The Scheme does not

achieved.
41 Aditya Birla Sun Life Retirement The primary investment An open-ended
Retirement Fund - The Fund objective of the Scheme is retirement solution
30s Plan income generation and capital oriented scheme
appreciation for its investors having a lock-in of 5
which will be in line with their years or till
retirement goals by investing in retirement age
a mix of equity, equity related (whichever is earlier)
instruments along with debt
and money market instruments.
The Scheme does not
achieved.
The Scheme does not
achieved.
43 Aditya Birla Sun Life Sectoral/ The scheme provides long term An Open Ended
Pharma & Healthcare Thematic Fund capital appreciation by equity scheme
Fund investing in equity/equity investing in Pharma
related instruments of the and Healthcare
companies in the Services Sector
Pharmaceuticals, Healthcare
and Allied sectors in India.
The Scheme does not
There can be no
assurance that the schemes’
objectives will be achieved.
46
Category Scheme
44 Aditya Birla Sun Life Other ETFs The investment objective of the An Open ended
Banking ETF Scheme is to provide returns exchange traded fund
that, before tracking Nifty Bank
expenses, closely correspond to Index
the total returns of the
securities as
represented by the Nifty Bank
Index. However, the
performance of scheme may
differ from that of the
underlying index due to
tracking error.
The Scheme does not
There can be no
45 Aditya Birla Sun Life Sectoral/ The Investment objective of the An Open ended
PSU Equity Fund Thematic Fund scheme is to provide long term equity scheme
capital appreciation by following PSU theme
investing in equity and equity
related instruments of Public
Sector Undertakings (PSUs).
The Scheme does not
achieved.
46 Aditya Birla Sun Life Medium to The objective of the scheme is An open ended
Income Fund Long Duration to generate consistent income medium term debt
Fund through superior yields on its scheme investing in
investments at moderate levels instruments such that
of risk through a diversified the Macaulay
investment approach. This duration of
income may be complemented the portfolio is
by price changes of instruments between 4-7 years. A
in the portfolio. relatively high
interest rate risk and
moderate credit risk.
47 Aditya Birla Sun Life Corporate The investment objective of the An open ended debt
Corporate Bond Fund Bond Fund scheme is to generate optimal scheme
returns with high liquidity predominantly
through active management of investing in AA+ and
the portfolio by investing in above rated corporate
High Quality Debt and Money bonds. A relatively
Market Instruments high interest rate risk
and moderate credit
risk.
48 Aditya Birla Sun Life Liquid Fund The objective of the scheme is An Open ended
Liquid Fund to provide reasonable returns at Liquid Scheme. A
a high level of safety and relatively low interest
liquidity through judicious rate risk and
investments in high quality moderate credit risk.
debt and money market
instruments.
47
Category Scheme
49 Aditya Birla Sun Life Low Duration The objective of the scheme is An open-ended low
Low Duration Fund Fund to provide income which is duration debt scheme
consistent with a portfolio investing in
through investments in a basket instruments such that
of debt and money market Macaulay duration of
instruments of short maturities the portfolio is
with a view to provide between 6 months
reasonable returns. and 12 months. A
relatively high
50 Aditya Birla Sun Life Gilt Fund The investment objective of the An open ended debt
Government Securities scheme is to generate income scheme investing in
Fund and capital government
appreciation through securities across
investments exclusively in maturity. A relatively
Government Securities high interest rate risk
and relatively low
credit risk.
51 Aditya Birla Sun Life Ultra Short The primary objective to An open ended ultra-
Savings Fund Duration Fund generate regular income short term debt
through investments in debt scheme investing in
and money market instruments. instruments such that
Income may be generated Macaulay duration of
through the receipt of coupon the portfolio is
payments or the purchase and between 3 months
sale of securities in the and 6 months. A
underlying portfolio. The moderate interest rate
scheme will under normal risk and moderate
market conditions, invest its credit risk.
net assets in fixed income
securities, money market
instruments, cash and cash
equivalents.
52 Aditya Birla Sun Life Sectoral/ To generate reasonable returns An open ended debt
Banking & PSU Debt Thematic Fund by primarily investing in debt scheme
Fund and money market securities predominantly
that are issued by Banks, Public investing in debt
Sector Undertakings (PSUs) instruments of banks,
and Public Financial Public Sector
Institutions (PFIs) in India Undertakings, Public
Financial Institutions
and Municipal
Bonds. A relatively
high interest rate risk
and moderate credit
risk.
53 Aditya Birla Sun Life Short Duration The investment objective of the An open ended short
Short Term Fund Fund scheme is to generate income term debt scheme
and capital appreciation by investing in
investing 100% of the corpus in instruments such that
a diversified portfolio of debt the Macaulay
and money market securities. duration of the
portfolio is between
1-3 years. A
48
Category Scheme
relatively high
54 Aditya Birla Sun Life Floater Fund The primary objective of the An open ended debt
Floating Rate Fund scheme is to generate regular scheme
income through investment in a predominantly
portfolio comprising investing in floating
substantially of floating rate rate instruments
debt / money market (including fixed rate
instruments. instruments
The scheme may invest a converted to floating
portion of its net assets in fixed rate exposures using
rate debt securities and money swaps / derivatives).
market instruments. A relatively high
55 Aditya Birla Sun Life Money Market The primary objective of the An open-ended debt
Money Manager Fund Fund scheme is to generate regular scheme investing in
income through investment in a money market
portfolio comprising of money instruments. A
market instruments. relatively low interest
rate risk and
56 Aditya Birla Sun Life Conservative The primary objective of the An open ended
Regular Savings Fund Hybrid Fund scheme is to generate regular hybrid scheme
income so as to make monthly investing
payments or distribution to predominantly in
unitholders, with the secondary debt instruments.
objective being growth of
capital. There can be no
assurance that the Scheme
objectives will be realised.
57 Aditya Birla Sun Life Dynamic Bond The investment objective of the An open-ended
Dynamic Bond Fund Fund scheme is to generate optimal dynamic debt scheme
returns with high liquidity investing across
through active management of duration. A relatively
the portfolio by investing in high interest rate risk
Debt and Money Market and relatively high
Instruments. credit risk.
58 Aditya Birla Sun Life Medium The investment objective of An open ended
Medium Term Plan Duration Fund the Scheme is to generate medium-term debt
regular income and capital scheme investing in
appreciation by predominantly instruments such that
investing in a portfolio of debt the Macaulay
securities with medium term duration of the
maturity. portfolio is between
3-4 years. A
relatively high
relatively high credit
risk.
59 Aditya Birla Sun Life Credit Risk The investment objective of the An open ended debt
Credit Risk Fund Fund Scheme is to generate returns scheme
by predominantly investing in a predominantly
portfolio of corporate debt investing in AA and
49
Category Scheme
securities with short to medium below rated corporate
term maturities across the bonds. A relatively
credit spectrum within the high interest rate risk
investment grade. The Scheme and relatively high
does not guarantee/indicate any credit risk.
returns. There can be no
assurance that the Schemes'
60 Aditya Birla Sun Life Interval - Debt The investment objective of the An Interval Income
Interval Income Fund - scheme is to seek to generate Scheme. A relatively
Quarterly Plan - Series I regular returns and growth of low interest rate risk
capital by investing in a and moderate credit
diversified portfolio of debt & risk.
money market securities
maturing on or before the term
of the Scheme.
The Scheme does not
the Scheme’ objectives will be
achieved.
61 Aditya Birla Sun Life Overnight To generate reasonable income An open ended debt
Overnight Fund Fund through investments in debt scheme investing in
securities, Money Market overnight securities.
Instruments & Tri-party Repo A relatively low
having maturity of 1 day. interest rate risk and
The Scheme does not relatively low credit
guarantee/indicate any returns. risk.
achieved.
62 Aditya Birla Sun Life Hybrid - Debt The primary investment A Close ended
Dual Advantage Fund – objective of the Scheme is to Hybrid Scheme
Series 2 generate income by
investing in a portfolio of fixed
income securities maturing on
or before the maturity of the
Scheme. The secondary
objective is to generate capital
appreciation by investing a
portion of the Scheme corpus in
equity and equity related
instruments.
The Scheme does not
There can be no
50
Category Scheme
The Scheme does not
achieved.
50s Plus - Debt Plan income generation and capital oriented scheme
The Scheme does not
achieved.
65 Aditya Birla Sun Life Fixed Term The scheme seeks to generate Close ended Income
Fixed Term Plans and Plan income by investing in a Schemes. A
Series portfolio of fixed income relatively low/high
securities maturing on or interest rate risk and
before the duration of the moderate credit risk.
scheme.
The Scheme does not
achieved.
66 Aditya Birla Sun Life Sectoral/Them The investment objective of the An open-ended
Special Opportunities atic Funds Scheme is to provide long term equity scheme
Fund capital appreciation by following special
investing in opportunities situations theme
presented by special situations
such as corporate restructuring,
Government policy change
and/or regulatory changes,
companies going through
temporary but unique
challenges and other similar
instances.
The Scheme does not
achieved.
67 Aditya Birla Sun Life Sectoral/Them To generate long-term capital An open-ended
ESG Fund atic Funds appreciation by investing in a equity scheme
diversified basket investing in
of companies following companies following
Environmental, Social and Environment, Social
Governance (ESG) theme
51
Category Scheme
The Scheme does not & Governance (ESG)
guarantee/indicate any returns. theme
There can be no
68 Aditya Birla Sun Life Sectoral/Them The investment objective of the An open ended equity
Business Cycle Fund atic Funds scheme is to provide long term scheme following
capital appreciation by business cycles based
investing predominantly in investing theme.
equity and equity related
securities with a focus on riding
business cycles through
dynamic allocation between
various sectors and stocks at
different stages of business
cycles in the economy. The
Scheme does not
the objective of the Scheme
will be achieved.
69 Aditya Birla Sun Life Index Funds The objective of the scheme is An open ended
Nifty 50 Index Fund to generate returns that are scheme tracking
(Formerly known as commensurate with the Nifty 50 TR Index
Aditya Birla Sun Life performance of the Nifty,
Index Fund) subject to tracking errors.
70 Aditya Birla Sun Life Index Funds The investment objective of the An open ended
CRISIL SDL Plus AAA Scheme is to generate returns Target Maturity
PSU Apr 2025 60:40 corresponding to the total Index Fund tracking
Index Fund returns of the securities as the CRISIL IBX
represented by the CRISIL IBX 60:40 SDL + AAA
60:40 SDL + AAA PSU Index PSU Index – April
– April 2025 before expenses, 2025. A moderate
subject to tracking errors. interest rate risk and
relatively low credit
The Scheme does not risk.
will be achieved.
CRISIL SDL Plus AAA Scheme is to generate returns Target Maturity
PSU Apr 2027 60:40 corresponding to the total Index Fund tracking
Index Fund returns of the securities as the CRISIL IBX
represented by the CRISIL IBX 60:40 SDL + AAA
60:40 SDL + AAA PSU Index PSU Index - April
- April 2027 before expenses, 2027. A relatively
subject to tracking errors. high interest rate risk
and relatively low
The Scheme does not credit risk
will be achieved.
52
Category Scheme
CRISIL AAA Jun 2023 Scheme is to generate returns Target Maturity
Index Fund corresponding to the total Index Fund tracking
returns of the securities as the CRISIL IBX
represented by the CRISIL IBX AAA Index – June
AAA Index – June 2023 before 2023. A moderate
expenses, subject to tracking interest rate risk and
errors. relatively low credit
risk.
The Scheme does not
will be achieved.
73 Aditya Birla Sun Life Other ETF’s The investment objective of the An open ended
Nifty Healthcare ETF scheme is to provide returns exchange traded fund
that before expenses, closely tracking Nifty
correspond to the total returns Healthcare TRI
Nifty Healthcare TRI, subject
to tracking errors. However,
the performance of scheme
may differ from that of the
underlying index due to
tracking error.
The Scheme does not
achieved.
Nifty IT ETF scheme is to provide returns exchange traded fund
that before expenses, closely tracking Nifty IT TRI
Nifty Information Technology
TRI, subject to tracking errors.
However, the performance of
scheme may differ from that of
the underlying index due to
tracking error.
The Scheme does not
achieved.
75 Aditya Birla Sun Life Multi-cap The objective of the scheme is An open ended equity
Multi-Cap Fund Fund to achieve long term growth of scheme investing
capital, at commensurate levels across large cap, mid
of risk through a diversified cap & small cap
research based investment in stocks
Large, Mid & Small cap
companies.
The Scheme does not
53
Category Scheme
achieved.
76 Aditya Birla Sun Life Index Fund The investment objective of the An open ended
Nifty 50 Equal Weight scheme is to provide returns scheme tracking
Index Fund that closely correspond to the Nifty 50 Equal
total returns of securities as Weight TR Index
represented by Nifty 50 Equal
Weight TR Index, subject to
tracking errors.
The Scheme does not
achieved.
77 Aditya Birla Sun Life Other Schemes The investment objective of the An open ended fund
NASDAQ 100 FOF – Overseas scheme is to provide long-term of fund investing in
FOF capital appreciation by units of overseas
investing in units of overseas ETF’s and/or Index
ETFs and/or Index Fund based Fund based on
on NASDAQ-100 Index. NASDAQ-100 Index
The Scheme does not
achieved.
78 Aditya Birla Sun Life Index Fund The investment objective of the An Open ended
Nifty Next 50 Index Fund scheme is to provide returns Scheme tracking
that closely correspond to the Nifty Next 50 Index
total returns of securities as
represented by Nifty Next 50,
The Scheme does not
achieved.
Nifty SDL Apr 2027 Scheme is to generate returns Target Maturity
Index Fund corresponding to the total Index Fund tracking
returns of the securities as the Nifty SDL Apr
represented by the Nifty SDL 2027 Index. A
Apr 2027 Index before relatively high
expenses, subject to tracking interest rate risk and
errors. relatively low credit
The Scheme does not risk
will be achieved.
80 Aditya Birla Sun Life Index Funds The investment objective of the An Open ended
Nifty Midcap 150 Index Scheme is to provide returns scheme tracking the
Fund that closely correspond to the Nifty Midcap 150 TR
total returns of securities as Index
54
Category Scheme
represented by Nifty Midcap
150 Index, subject to tracking
errors.
The Scheme does not
achieved.
Nifty SDL Plus PSU scheme is to track the Nifty scheme tracking the
Bond Sep 2026 60:40 SDL Plus PSU Bond Sep 2026 Nifty SDL Plus PSU
Index Fund 60:40 Index by investing in Bond Sep 2026 60:40
PSU Bonds and SDLs, Index. A relatively
maturing on or before high interest rate risk
September 2026, subject to and relatively low
tracking errors. credit risk
The Scheme does not
achieved.
Nifty Smallcap 50 Index scheme is to provide returns scheme tracking
Fund that closely correspond to the Nifty Smallcap 50 TR
total returns of securities as Index
represented by Nifty Smallcap
50 Index, subject to tracking
errors.
The Scheme does not
achieved.
Silver ETF scheme is to generate returns exchange traded fund
that are in line with the tracking physical
performance of physical silver price of Silver
in domestic prices, subject to
tracking error.
The Scheme does not
achieved.
84 Aditya Birla Sun Life Others The investment objective of the An open ended fund
Silver ETF Fund of Fund Schemes – scheme is to provide returns of fund scheme
FOF Domestic similar to the returns generated investing in the units
by Aditya Birla Sun Life Silver of Aditya Birla Sun
ETF. Life Silver ETF
The Scheme does not

the objective of the scheme will
be achieved
55
Change in the name of Scheme:
Existing Scheme Name Revised Scheme Name Effective from

Aditya Birla Sun Life Index Fund Aditya Birla Sun Life Nifty 50 Index Fund 07-Jan-22
VI LIABILITY AND RESPONSIBILTY OF TRUSTEES
The primary responsibility of the Trustee is to safeguard the interest of the Unitholders and inter-alia ensure
that Aditya Birla Sun Life AMC Limited functions in the interest of the investors and in accordance with
the Regulations, the provisions of the Trust Deed and the Statement of Additional Information and Scheme
Information Document of the respective schemes. From the information provided to the Trustees and the
reviews the Trustees have undertaken, the Trustees believe that the AMC has operated in the interest of
Unitholders.
VIII RECOGNITIONS
The Fund House received various awards and recognition during the year under review of which the
following are noteworthy:
 25th Asia Asset Management Awards 2022
 Best Investor Education

 Fintech Innovation in Asset Management
 ETBFSI Excellence Award
 Best Digital Customer Experience Initiative [Investment Management] for the initiative
'Digital led enhanced customer experience'
 Asia Asset Management 25th Anniversary
 Leaders in Asset Management in Asia
56
ACKNOWLEDGEMENT
The Directors place on record their sincere appreciation for the continued support, guidance and assistance
from the Directors of Aditya Birla Sun Life AMC Limited (ABSLAMC), Securities and Exchange Board of
India, Reserve Bank of India, Financial Intelligence Unit (FIU-IND), Association of Mutual Funds in India
(AMFI), Stock Exchanges, Depositories, Clearing Corporations, Depository Participants, Custodians,
Bankers, Registrars & Transfer Agents, Distributors & Agents, business associates and other service
providers.
The Directors take this opportunity to recognize and place on record their appreciation for the exemplary
commitment and contribution made by employees of ABSLAMC who provide administrative support for
various matters of the Company and the Fund. Their dedicated efforts and enthusiasm have been pivotal to
the growth of the Company & the Fund.
The Board would like to thank the Aditya Birla Group and Sun Life Financial, Inc., as Shareholders and Joint
Venture Partners for their constant support, guidance and co-operation.
We look forward to the same support from all our stakeholders as we build our Company to be a leader and
the role model in the industry.
For and on behalf of Aditya Birla Sun Life Trustee Private Limited
GOPALARA Digitally signed by

MAN GOPALARAMAN
PADMANABHAN
PADMANAB Date: 2022.07.29
HAN 13:57:03 +05'30'
Gopalaraman Padmanabhan
Director
July 28, 2022

Mumbai
57
Annexure 1
Aditya Birla Sun Life AMC Limited
Disclosure of Vote cast by Aditya Birla Sun Life Mutual Fund during the Financial year 2021 -2022
Investee
Proposal by Vote
Type of company’s
Quarter Meeting Date Company Name Management or Proposal's Description For/Against/ Reason supporting the vote decision
Meeting Management
Shareholder Abstain
Recommendation
The issue price to Windy Lakeside Investment Ltd (an investment vehicle of
Warburg Pincus) at Rs. 800 is higher by 14. 7% over the floor price of Rs. 697. 5
Approve preferential allotment of 10.0 mn equity
arrived through the SEBI ICDR regulations. Warburg Pincus will hold 0. 49%
ADANI PORTS & SPECIAL shares at Rs.800 per share to Windy Lakeside
06-Apr-2021 EGM Management For For equity in the company post the issuance. The dilution will be for all shareholders
ECONOMIC ZONE LTD. Investment Ltd (an investment vehicle of Warburg
including the promoters. The fund raise of Rs. 8. 0 bn will be utilized to strength the
Pincus) to raise Rs.8.0 bn
company’s balance sheet. Raising equity will strengthen the company’s capital
Q1 structure.
Adoption of standalone and consolidated financial

07-Apr-2021 A C C LTD. AGM Management For For Unqualified audit report and no major contingent liabilities.
statements for the year ended 31 December 2020
Q1
Declare final dividend of Rs. 14.0 per equity share The total dividend outflow for 2020 is Rs. 2. 6 bn (same as 2019). The dividend
07-Apr-2021 A C C LTD. AGM Management For For
Q1 of face value Rs. 10.0 each payout ratio is 18. 6%.
Jan Jenisch, 54, is the CEO of LafargeHolcim Limited, the ultimate parent company
of ACC Limited. He retires by rotation in the forthcoming AGM. He attended five
board meetings out of twelve (42%) held in 2020. While we recognize that he is
based outside of India, given the ability to attend board meetings via
Reappoint Jan Jenisch (DIN: 07957196) as Non- teleconference/videoconferencing solutions, elected directors must attend all board
07-Apr-2021 A C C LTD. AGM Management Executive Non-Independent Director, liable to retire For For meetings. His attendance is low at 42% (5 out of 12) of board meetings held in
by rotation 2020 and 39% (9 out of 23) meetings held over the past three years.
Notwithstanding, as CEO and a member of the executive committee of
LafargeHolcim Limited, we recognize his presence on the board reflects the
criticality of ACC Limited’s role in the global group and facilitates support at the
Q1 group level.
Narotam Sekhsaria, 71, is Non-Executive Non-Independent Director and
Reappoint Narotam Sekhsaria (DIN: 00276351) as
Chairperson, ACC Limited and Ambuja Cements Limited. He attended 92% (11
07-Apr-2021 A C C LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
out of 12) board meetings in 2020. He retires by rotation and his reappointment is in
retire by rotation
Q1 line with statutory requirements.
M. R. Kumar, 59, is the Chairperson of Life Insurance Corporation of India (LIC of

India). In his career of more than three and a half decades, he was the head of three
zones of LIC of India and has worked in different streams of insurance
management. As on 31 December 2020, LIC of India holds 5. 06% equity stake in
Appoint M. R. Kumar (DIN: 03628755) as Non-
ACC Limited. He was appointed as additional director w. E. F. 19 October 2020.
07-Apr-2021 A C C LTD. AGM Management Executive Non-Independent Director, liable to retire For For
His appointment is in line with statutory requirements. We recognize that M. R.
by rotation
Kumar has ten other board memberships, which is high given his full-time
responsibilities. Nevertheless, all of these directorships are on boards of subsidiary
or associate or joint venture companies of LIC of India and we expect that these
will likely fold into his job description.
Q1
Approve remuneration of Rs. 700,000 payable to D The total remuneration proposed to be paid to the cost auditors in 2021 is
07-Apr-2021 A C C LTD. AGM Management For For
Q1 C Dave & Co as cost auditors for 2021 reasonable compared to the size and scale of operations.
GHCL has two business segments: textiles and chemicals. The textile segment
accounts for 34% of the revenues, 1% of the operating profits (EBIT), 41% of the
company’s capital employed and generates sub optimal return on capital employed
(1%). The segments have different business models and are at different stages of
maturity and growth. Hence the company has decided to demerge the textile
Approve demerger of the textile business of GHCL
business into a 99. 99% subsidiary, GTL. GHCL will then issue one share of GTL
08-Apr-2021 G H C L LTD. NCM Management Limited (GHCL) and transfer it to GHCL Textiles For For
for each share held by shareholders in GHCL and will list GTL subsequently. In
Limited (GTL) with mirror shareholding
preparing for the demerger, the company in its FY20 AGM had appointed Neelabh
Dalmia (son of the promoter, Anurag Dalmia) as Executive Director of the textile
division. The scheme will help in segregating different businesses having different
risk and return profiles, thus providing investors with better flexibility to select
investments which best suit their investment strategies and risk profile.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rama Mohan Rao Amara, 53 has been with State Bank of India since 1991. At SBI,
he has served in various roles including Chief General Manager, Bhopal Circle. He
also has international experience with SBI, Singapore and SBI, USA. Rama Mohan
Rao Amara’s proposed remuneration may range from Rs 6. 5 mn – Rs 8. 0 mn (as
Appoint Rama Mohan Rao Amara (DIN No. per our estimates but excluding some portion of perquisites and fair value of
SBI CARDS AND PAYMENT
08-Apr-2021 Postal Ballot Management 08951394) as Managing Director and CEO for a For For ESOPs) which is consistent with the size and complexities of the business, but
SERVICES LTD.
period of two years from 30 January 2021 lower than that paid to peers in the industry. As a good practice, we expect the
company to disclose all components of proposed remuneration, both fixed and
variable (including ESOPs, if applicable). We expect the company to remain
judicious in its pay-outs, as it has in the past. SBI Cards must also disclose the
performance targets on which his performance bonus will be based.
Q1
09-Apr-2021 AMBUJA CEMENTS LTD. AGM Management For For Unqualified audit report, no contingent liabilities.
statements for the year ended 31 December 2020
Q1
The company has already paid an interim dividend of Rs. 17 per equity share in
2020. The total dividend including final dividend to be paid is Rs 35. 7 bn. The
Declare final dividend of Re. 1 per equity share dividend payout ratio is ~200% of the standalone PAT as compared to ~19% in
09-Apr-2021 AMBUJA CEMENTS LTD. AGM Management For For
(face value Rs 2) 2019. The company had cash and cash equivalents of Rs. 27. 2 bn on a standalone
basis at the end of 2020, down from Rs. 45. 1 bn at the end of 2019, due to the
Q1 payment of interim dividend.
Ms. Then Hwee Tan, 48 is the Group Head of Learning and Development at
Reappoint Ms. Then Hwee Tan (DIN: 08354724) as
LafargeHolcim, the ultimate parent company of Ambuja Cements Limited. She
09-Apr-2021 AMBUJA CEMENTS LTD. AGM Management a Non-Executive Non-Independent Director, liable For For
attended 100% of board meetings held in 2020. She retires by rotation and her
to retire by rotation
Q1 reappointment is in line with statutory requirements.
Mahendra Kumar Sharma, 73, is the Nominee director of LafargeHolcim on the

Reappoint Mahendra Kumar Sharma (DIN: board. He retired from Hindustan Unilever Limited in 2007 as the Vice Chairperson
09-Apr-2021 AMBUJA CEMENTS LTD. AGM Management 00327684) as a Non-Executive Non-Independent For For with the responsibility of HR, Legal & Secretarial, Corporate Affairs and Real
Director, liable to retire by rotation Estate. He attended 100% of board meetings held in 2020. He retires by rotation
and his reappointment is in line with statutory requirements.
Q1
Ramanathan Muthu, 38, is the Global Head of Strategy at LafargeHolcim, the
Appoint Ramanathan Muthu (DIN: 01607274) as ultimate parent company of Ambuja Cements Limited and is also leading the
Non-Executive Non-Independent Director from 23 Investment Committee of the group. The company proposes to appoint him in the
December 2020 to fill the casual vacancy caused by casual vacancy caused by the resignation of Roland Kohler. He has attended all the
the resignation of Roland Kohler board meetings held since his appointment. He is liable to retire by rotation and his
appointment is in line with statutory requirements.
Q1
Ratify remuneration of Rs. 0.9 mn for P.M. The proposed remuneration is commensurate with the size and complexity of the
Q1 Nanabhoy & Co. as cost auditors for 2021 business.
Rishi Pardal was appointed as the Managing director for five years from 1 August
2020 in the 2020 AGM: therefore he will receive remuneration for eight months in
FY21. While there are no changes in his remuneration terms, given the pressure on
Approve payment of minimum remuneration in case
FY21 profitability, his aggregate remuneration is likely to breach the regulatory
of inadequate profits to Rishi Pardal (DIN:
09-Apr-2021 UNITED BREWERIES LTD. EGM Management For For threshold of 5% of net profits. His FY21 remuneration for eight months is estimated
02470061) as Managing Director from 1 August
between Rs. 65. 6 mn and Rs. 83. 8 mn. The proposed remuneration is in line with
2020 to 31 March 2021
remuneration paid to industry peers and commensurate with the size and complexity
of his role and responsibilities. Further, he is a professional and his skills and
experience carry market value.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Shekhar Ramamurthy was appointed as the Managing Director for five years from 1
August 2015 to 31 July 2020. He superannuated on 31 July 2020 after being
associated with the company for 31 years. While there are no changes in his
Approve payment of minimum remuneration in case remuneration terms, given the pressure on FY21 profitability, his aggregate
of inadequate profits to Shekhar Ramamurthy (DIN: remuneration is likely to breach the regulatory threshold of 5% of net profits.
09-Apr-2021 UNITED BREWERIES LTD. EGM Management For For
00504801), former Managing Director, from 1 April Shekhar Ramamurthy’s proposed remuneration for the four months from 1 April
2020 to 31 July 2020 2020 to 31 July 2020 is Rs. 396. 7 mn of which Rs. 306. 6 mn is towards retirals,
accrued across his 31 years of association with UBL. His proposed remuneration is
in line with peers and commensurate with the size and scale of operations. Further,
he is a professional and his skills and experience carry market value.
Q1
Uday Chitale, 71, is a senior partner with M. P Chitale & Co. He has been on the
board of the company since 19 April 2016. He has attended 100% (7 out of 7) board
meetings held in FY21. His reappointment is in line with statutory requirements. He
will attain the age of 75 years during his tenure. Amendments in SEBI’s LODR
Reappoint Uday Chitale (DIN: 00043268) as require directors having attained the age of 75 to be approved by shareholders
ICICI LOMBARD GENERAL Independent director for five years from 19 April through a special resolution. We do not consider age to be an eligibility criterion for
09-Apr-2021 Postal Ballot Management For For
INSURANCE COMPANY LTD. 2021 and approve his continuation post attainment board memberships. He has had a long-standing association with the ICICI group,
of 75 years of age being previously a member of boards of companies like ICICI Securities Ltd. ,
ICICI Securities Primary Dealership Ltd. And ICICI Prudential Pension Funds
Management Company Ltd. However, we recognize that the ICICI group does not
have a controlling/promoter shareholder, there have been leadership changes at the
group level and that these companies operate independently of each other.
Q1
Suresh Kumar, 70, is the founder and group managing director of Tricolour Values
Investments PSC and former CEO, Emirates Bank. He has been on the board of the
company since 1 June 2016. He has attended 100% (7 out of 7) board meetings held
in FY21. His reappointment is in line with statutory requirements. He will attain the
Reappoint Suresh Kumar (DIN: 00494479) as age of 75 years during his tenure. Amendments in SEBI’s LODR require directors
ICICI LOMBARD GENERAL Independent director for five years from 1 June having attained the age of 75 to be approved by shareholders through a special
09-Apr-2021 Postal Ballot Management For For
INSURANCE COMPANY LTD. 2021 and approve his continuation post attainment resolution. We do not consider age to be an eligibility criterion for board
of 75 years of age memberships. He is also on the board of ICICI Prudential Asset Management
Company, a group company since April 2011. However, we recognize that the
ICICI group does not have a controlling/promoter shareholder, there have been
leadership changes at the group level and that these companies operate
independently of each other.
Q1
Ved Prakash Chaturvedi, 55, is the former Managing Director of Tata Asset
Management Limited. He was also a director on the board of L&T Investment
Reappoint Ved Prakash Chaturvedi (DIN: Management Limited. He has also served on the board of Association of Mutual
ICICI LOMBARD GENERAL
09-Apr-2021 Postal Ballot Management 00030839) as Independent director for five years For For Funds in India (AMFI). He holds a post graduate diploma in management from
INSURANCE COMPANY LTD.
from 13 July 2021 IIM, Bangalore. He has been on the board of the company since 13 July 2016. He
has attended 100% (7 out of 7) board meetings held in FY21. His reappointment is
in line with statutory requirements.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
CCL Beverages Private Limited (CCL Beverages) is a wholly owned subsidiary of

CCL Products (India) Limited (CCL Products). CCL Beverages was incorporated
to implement an agglomeration and packing project through its spray dried coffee
plant in Kuvvakolli Village. However, the board of directors of CCL Products have
decided to implement the project directly under CCL Products and therefore
Approve the amalgamation of CCL Beverages
C C L PRODUCTS (INDIA) propose the merger of CCL Beverages with CCL Products. The proposed merger
10-Apr-2021 NCM Management Private Limited, wholly owned subsidiary, with For For
LTD. will consolidate operations, and result in optimal utilization of resources. Since
CCL Products (India) Limited
CCL Beverages is a wholly owned subsidiary, the share capital of CCL Beverages
shall stand cancelled, and the shareholding pattern of CCL Products will not change
after the merger. There will be no material impact on the consolidated financials of
CCL Products and given no shares are to be issued, there is no change in the
economic interest for the shareholders.
Q1
The ESOS II plan under which these stocks are recommended for approval are
Revise remuneration terms of Ronojoy Dutta (DIN: exactly the same as provided to other senior executives of the Company. This
08676730), CEO and Whole Time Director to scheme is already approved by the shareholders and the current proposal does not
10-Apr-2021 INTERGLOBE AVIATION LTD Postal Ballot Management include grant of stock options under InterGlobe For For envisage any change to it. It is not a new plan. The shares to be allocated come from
Aviation Limited - Employee Stock Option Scheme a pool of shares that have already been set aside for allocation to senior executives
2015 and will lapse in June 2024, if not issued. Mr. Dutta has already taken a pay-cut of
35%, which remains as on date.
Q1
Highorbit Careers Pvt Ltd (HCPL) is a wholly owned subsidiary of Info Edge
(India) Limited (Info Edge). Info Edge proposes to amalgamate HCPL with itself.
Info Edge acquired HCPL on 27 May 2019 for Rs. 808. 2 mn in an all-cash deal.
Approve the amalgamation of Highorbit Careers Since the time of acquisition, Info Edge has been able to turn around the loss-
12-Apr-2021 INFO EDGE (INDIA) LTD. NCM Management Private Limited (HCPL), wholly owned subsidiary For For making business to profitability. Given the similarity of businesses, there are
with Info Edge (India) Limited (Info Edge) synergies between the recruitment segment of Info Edge and HCPL. The merger
will help consolidate the portfolio of brands under one company. Given that no
shares are to be issued, there is no change in the economic interest for the
Q1 shareholders.
The current board size is ten members, which is the maximum allowed under the
existing AoA. The company proposes to increase the maximum size of the board to
Approve alteration in Articles of Association (AoA)
fifteen. Given the increased scale of operations, the company needs the flexibility to
15-Apr-2021 C E S C LTD. Postal Ballot Management to allow increase in board size to fifteen members For For
increase the board size as and when required. Regulations allow companies to have
from ten members
a board size of up to fifteen directors. The proposed increase is in line with
Q1 regulations.
The sale of the IGF Business could help GIL unlock value from a tightly regulated
fertilizer sector, which has long receivables cycle. The size of the IGF business is
Approve Scheme of Arrangement for transfer of
small relative to that of GIL’s consolidated operations with IGF business’ revenue
16-Apr-2021 GRASIM INDUSTRIES LTD. NCM Management Grasim Industries Limited’s fertilizer business to For For
in FY20 accounting for ~3. 5% of the consolidated turnover of GIL and net worth
Indorama India Private Limited
accounting for ~2. 4% of that of GIL. The valuation for the IGF Business at Rs. 26.
Q1 5 bn is in line with industry peers.
The company proposes to modify its ESOP 2009 scheme and proposes to grant
further 10. 0 mn stock options in addition to ~25. 1 mn stock options already
approved under the scheme bringing the absolute quantum to ~35. 1 stock options.
Modify Employee Stock Option Scheme 2009 to
The company considers the present balance of ~ 0. 8 mn options would not be
19-Apr-2021 BAJAJ FINANCE LTD. Postal Ballot Management grant an additional 10 mn stock options to For For
sufficient for future grants and believes the additional 10. 0 mn options would cater
employees
to the requirements for the next 5-6 years. The potential dilution for existing
shareholders is ~1. 6%, on the extended base. The exercise price will be market
price a day prior to grant of options, therefore the cost impact will be reasonable.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The resolution is an enabling one that encompasses employees of the company, and
its holding and/or subsidiary companies. Bajaj Finserv Limited, a listed holding
company already has its own employee stock option scheme. The company has
Approve grant of options to the employees of
clarified that it will extend options to eligible employees of their subsidiaries, while
19-Apr-2021 BAJAJ FINANCE LTD. Postal Ballot Management holding and/or subsidiary companies, under the For For
for the holding company, it is only an enabling clause. Further, the company has not
amended Employee Stock Option scheme, 2009
granted options to holding company employees so far. Based on past practices, we
expect the company to extend options to subsidiaries and not to employees of the
holding company which already has a stock option scheme.
Q1
The implementation of RML ESOP 2021 can result in an overall dilution of 4. 7%
on the expanded capital base, which is high. Based on our estimates, the annualized
cost of the scheme can be ~Rs. 308. 5 mn, which is high at ~23. 8% of estimated
Approve Route Mobile Limited Employee Stock FY21 PAT. The vesting period will be between one to five years from the date of
19-Apr-2021 ROUTE MOBILE LTD. Postal Ballot Management Option Plan, 2021 (RML ESOP 2021) under which For For grant of options at the discretion of the Nomination and Remuneration Committee.
upto 2.8 mn stock options will be issued The stock options will be issued at the market price on the day prior to the date of
the grant. Given that the employees will benefit only if market price of shares on the
date of exercise exceeds the market price on the date of grant, the scheme ensures
alignment of interests between the investors and employees.
Q1
Extend proposed grant of RML ESOP 2021 to The company proposes to extend RML ESOP 2021 to the employees of its
19-Apr-2021 ROUTE MOBILE LTD. Postal Ballot Management For For
employees of subsidiary companies subsidiary companies. Our decision on this resolution is linked to resolution #1.
Q1
Approve the trust route for implementation of RML The company proposes to implement RML ESOP 2021 through Route Mobile
ESOP 2021 Employee Welfare Trust. Our decision on this resolution is linked to resolution #1.
Q1
The proposed resolution will enable the company to grant loans to the trust to
subscribe for fresh issue of shares to implement the proposed scheme. The funds to
To grant loan to the trust for purchase of shares be provided to the trust will be interest-free and will be utilized for implementation
under RML ESOP 2021 of the scheme. Further, the funds provided for the subscription shall not exceed 5%
of the aggregate of paid-up share capital and free reserves. Our decision on this
resolution is linked to resolution #1.
Q1
Adoption of financial statements for the year ended
20-Apr-2021 CRISIL LTD. AGM Management For For Routine Resolution. No concerns identified.
Q1 31 December 2020
To declare final dividend of Rs.14 and confirm Total dividend for the year aggregated Rs. 33 per share, slightly higher than the Rs.
20-Apr-2021 CRISIL LTD. AGM Management payment of three interim dividends aggregating For For 32 per share paid in 2019. The total dividend outflow for 2020 is Rs. 2. 4 bn
Rs.19 per equity share (face value Re.1) (similar to 2019). The dividend payout ratio is 143. 7% of the standalone PAT.
Q1
John Berisford, 57, is the President of S&P Global Ratings. He attended 100% of
Reappoint John Berisford (DIN: 07554902) as Non- the meetings held in 2020. He represents the interests of the holding company, S&P
20-Apr-2021 CRISIL LTD. AGM Management For For
Executive Director, liable to retire by rotation Global on the board. He retires by rotation and his reappointment is in line with
Q1 statutory requirements.
The funds will be used to reduce high-cost borrowings, to meet long-term working
To borrow/raise funds of upto USD 100 mn (~Rs
capital requirements and for general corporate purposes. Welspun India’s
7.5 bn) in Indian/foreign markets through issue of
outstanding bank facilities are rated IND AA/Stable/IND A1+ and CARE
25-Apr-2021 WELSPUN INDIA LTD. Postal Ballot Management debt securities including but not limited to loans, For For
AA/Stable/ CARE A1+ which denote a high degree of safety regarding timely
ESG bonds, NCDs, external commercial
servicing of financial obligations. The ~Rs 7. 5 bn, if raised, would be within the
borrowings and CPs
Q1 overall borrowing limit of the company.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The higher borrowing limits will be utilised to fund the clinical trials of multiple
products that the company has in the capital-intensive phase 2 and phase 3 trials.
The company has clarified that the outstanding debt as of 31 March 2021 was Rs. 2.
3 bn and therefore it has limited headroom to borrow more within existing
Approve increase in borrowing limits to Rs. 10.0 bn
borrowing limit of Rs. 2. 5 bn. While the proposed borrowing limit of Rs. 10. 0 bn
SUN PHARMA ADVANCED or the aggregate of paid-up share capital, free
26-Apr-2021 EGM Management For For is significantly higher than the current limit, the company may need the limit given
RESEARCH CO. LTD. reserves and securities premium, whichever is
the unique nature of the drug discovery business, financial state of the company and
higher
need to fund the clinical trials of the products. In the past, the company has been
judicious in raising debt and we expect them to continue to remain conservative.
Any substantial debt raise could have a negative impact on the credit metrics of the
company.
Q1
Approve creation of charge on the assets of the
SUN PHARMA ADVANCED company up to Rs. 10.0 bn or the aggregate of paid- The company will need to create a charge on its assets to raise incremental debt
26-Apr-2021 EGM Management For For
RESEARCH CO. LTD. up share capital, free reserves and securities since secured debt usually carries a lower interest cost than unsecured debt.
premium, whichever is higher
Q1
27-Apr-2021 SANOFI INDIA LTD. AGM Management For For Financials report available on time for analysis.
Q1 31 December 2020
Total dividend for the year aggregated Rs. 365 per share, slightly higher than the
Approve final dividend of Rs. 125 per share and a
Rs. 349 per share paid in 2019. The total cash outflow on account of the final
27-Apr-2021 SANOFI INDIA LTD. AGM Management special one-time dividend of Rs. 240 per share for For For
dividend and special one-time dividend is Rs. 8. 4 bn (Rs. 8. 0 bn in 2019) and the
2020
Q1 dividend payout ratio is 176. 0% (194. 1% in 2019).
Charles Billard, 39, is the Head of Finance for Sanofi group’s Global Corporate
Functions. He was previously whole-time director and CFO of the company from
Reappoint Charles Billard (DIN: 08173583) as Non-
25 July 2018 till 30 September 2020. From 1 October 2020, he is associated with
27-Apr-2021 SANOFI INDIA LTD. AGM Management Executive Non-Independent Director liable to retire For For
the company as a Non-Executive Non-Independent Director. He has been with the
by rotation
Sanofi group since 2014. He has attended all board meetings in 2020. He retires by
rotation and his reappointment is in line with statutory requirements.
Q1
Rahul Bhatnagar, 62, last served as the Managing Director and CFO at Bharti
Enterprises Limited up to 2016. He has worked in Finance and Strategy for
companies such as Nestle and Pepsi also. He has previously served as a Director of
Appoint Rahul Bhatnagar (DIN: 07268064) as
Comviva Technologies Limited, Bharti Enterprises Limited and Bharti AXA Life
27-Apr-2021 SANOFI INDIA LTD. AGM Management Independent Director for five years from 29 July For For
and General Insurance Company Limited. He has an MBA from The Wharton
2020
School, University of Pennsylvania and is a member of Institute of Chartered
Accountants of India. He has attended both the board meetings held during his
tenure in 2020. His appointment is in line with statutory requirements.
Q1
Marc-Antoine Lucchini, 56, was appointed as the Head of the International region
for Sanofi group in 2020, representing 68 countries, with a direct reporting of ten
Appoint Marc-Antoine Lucchini (DIN: 08812302)
high potential countries amongst which India is one. He has over 30 years of
27-Apr-2021 SANOFI INDIA LTD. AGM Management as Non-Executive Non-Independent Director from For For
experience in the pharmaceutical industry. He is a biochemistry professional. He
29 July 2020, liable to retire by rotation
has attended one out of two board meetings held during his tenure in 2020. He is
liable to retire by rotation and his appointment is in line with statutory requirements.
Q1
Aditya Narayan, 69, was the former Managing Director of Akzo Nobel India
Limited and is Chairperson, Sanofi India Limited. He was also the former President
Reappoint Aditya Narayan (DIN: 00012084) as and CEO of BHP Billiton India. He has done his Master of Science from University
27-Apr-2021 SANOFI INDIA LTD. AGM Management Independent Director for five years from 30 April For For of Rochester, New York, Bachelor of Law from University of Kanpur, and
2021 Bachelor of Technology from IIT Kanpur. He has been on the board of the
company since 30 April 2016 as the Chairperson. He has attended all board
meetings held in 2020. His reappointment is in line with statutory requirements.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Usha Thorat, 71, was the former Deputy Governor of the Reserve Bank of
India. She currently chairs the Mutual Fund Advisory Committee constituted by
SEBI. She is also a Member of the Fund Trustee and Advisory Commission set up
under the Kerala Infrastructure Investment Fund Act, 1999. She has a master’s
Reappoint Ms. Usha Thorat (DIN: 00542778) as
degree in Economics from Delhi School of Economics. She has been on the board
Independent Director for five years from 30 April
27-Apr-2021 SANOFI INDIA LTD. AGM Management For For of the company since 30 April 2016. She has attended all board meetings held in
2021 and approve her continuation post attainment
2020. She will attain the age of 75 years during her tenure. Amendments in SEBI’s
of 75 years of age
LODR require directors having attained the age of 75 to be approved by
shareholders through a special resolution. We do not consider age to be an
eligibility criterion for board memberships. Her reappointment is in line with
statutory requirements.
Q1
Vaibhav Karandikar, 48, was appointed as a whole-time director and CFO on 23
February 2021. He joined Sanofi in April 2007 and since then he has worked across
domains in the Finance function which includes financial accounting & reporting,
Appoint Vaibhav Karandikar (DIN: 09049375) as taxation, business finance, management accounting etc. In his most recent
27-Apr-2021 SANOFI INDIA LTD. AGM Management Director from 23 February 2021, liable to retire by For For assignment, he worked as Head of Controlling (Business Finance) for the General
rotation Medicines and Consumer Healthcare Business. He is a Chartered Accountant, Cost
Accountant, and a Company Secretary with a post qualification experience of 25
years. He is liable to retire by rotation and his appointment is in line with statutory
requirements.
Q1
We estimate Vaibhav Karandikar’s remuneration for 2021 to be ~Rs. 25. 5 mn. His
estimated remuneration is comparable to peers and also commensurate to the size
Appoint Vaibhav Karandikar (DIN: 09049375) as and complexity of the business. He is entitled to stock options from the ultimate
27-Apr-2021 SANOFI INDIA LTD. AGM Management whole-time director & CFO for five years from 23 For For holding company Sanofi, we expect companies to disclose the quantum of stock
February 2021 and fix his remuneration options which will be issued. Further, he is also entitled to performance linked
incentives, we expect companies to disclose the performance metrics used for
calculating the incentive.
Q1
Approve remuneration of Rs. 390,000 to Kirit
The total remuneration proposed to be paid to the cost auditors in 2021 is
27-Apr-2021 SANOFI INDIA LTD. AGM Management Mehta & Co., as cost auditor for financial year For For
reasonable compared to the size and scale of operations.
Q1 ending 31 December 2021
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management For For Routine resolution.
Q1 31 December 2020
The total dividend outflow is ~ Rs. 1. 2 bn and the dividend payout ratio is 40. 8%.
Declare dividend of Rs. 38.0 per equity share (face
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management For For Despite a 21. 6% fall in profits, dividend of Rs 38. 0 per share was 8. 6% higher
value Rs. 10.0) for 2020
Q1 than Rs 35. 0 per share paid for 2019.
Satish Patel, 56, is Director – Finance & CFO of Schaeffler India. He has been
Reappoint Satish Patel [DIN: 00690869] as Director
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management For For associated with the company since 1992. He has attended 100% of the board
liable to retire by rotation
meetings held in 2020. His reappointment meets all statutory requirements.
Q1
Dharmesh Arora, 53, is Regional CEO Asia/Pacific for the Schaeffler Group and is
based in Singapore. He has been associated with the company since 2012. He was
Reappoint Dharmesh Arora [DIN: 05350121] as
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management For For Managing Director of Schaeffler India till October 2019. He is a promoter
Director liable to retire by rotation
representative on the board. He has attended 100% of the board meetings held in
2020. His reappointment meets all statutory requirements.
Q1
BSR & Co. LLP have completed their tenure of ten years and the company
proposes to appoint Walker Chandiok & Co LLP as statutory auditors for five years.
Appoint Walker Chandiok & Co LLP as statutory The audit fee proposed is Rs 6. 8 mn plus applicable taxes and reimbursement of
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management auditors for five years and authorise the board to fix For For travelling and other out-of-pocket expenses actually incurred by them. BSR & Co.
their remuneration LLP was paid a statutory audit fee of Rs 7. 3 mn in 2019 and 7. 0 mn in 2020. The
proposed remuneration is reasonable compared to the size and scale of the
company’s operations.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Eranti V. Sumithasri, 48, is former Global Vice President with SAP. She has
Appoint Ms. Eranti V. Sumithasri [DIN:
25+ years of experience in business leadership, technology, consulting and financial
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management 07087197], as Independent Director for five years For For
services industry. Her appointment as Independent Director meets all statutory
upto 14 July 2025
Q1 requirements.
Schaeffler India seeks revision in limits for related party transactions for 2021 with
its parent Schaeffler Technologies AG & Co. KG Germany. Shareholders had
approved RPTs with the parent company in the AGM of 2019 for three years till
2022, with an annual increment of 20% over previous year. The actual value of
RPTs with Schaeffler Technologies AG & Co. KG, Germany for 2020 was much
Approve material related party transactions with
lower than projected due to the impact of COVID-19. However, with business
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management Schaeffler Technologies AG & Co. KG, Germany For For
recovery, the projected value of RPTs with Schaeffler Technologies AG & Co. KG,
for 2021
Germany for 2021 is higher than the actual value of transactions during 2020
together with the increase by 20% as approved. The projected value of material
RPTs for 2021 is estimated at Rs 13,273 mn. Thereafter, a year-on-year increase of
20% over the previous year upto 2022 remains the same as per the resolution passed
in the AGM of 2019.
Q1
Approve remuneration of Rs. 225,000 for YS The total remuneration proposed is reasonable compared to the size and scale of the
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management For For
Q1 Thakar & Co. as cost auditors for 2021 company’s operations.
The company’s registered office is in Mumbai. The company has set up its
corporate office at Pune in September 2019. The senior management as well as the
Approve shift in Registered Office from Mumbai to
27-Apr-2021 SCHAEFFLER INDIA LTD. AGM Management For For corporate secretarial team operates from the corporate office, Pune. In order to
Pune within the State of Maharashtra
provide effective and efficient services to the investors, it is proposed to shift the
Q1 registered office from Mumbai to Pune.
28-Apr-2021 A B B INDIA LTD. AGM Management For For Routine resolution.
Q1 31 December 2020
ABB India Limited (ABB) has paid final dividend of Rs. 5. 0 per equity share of
Declare final dividend of Rs. 5.0 per equity share
28-Apr-2021 A B B INDIA LTD. AGM Management For For face value Rs. 2. 0 for the year ended 31 December 2020. The total dividend
(face value Rs.2)
Q1 outflow is Rs. 1. 0 bn. The dividend pay-out ratio is 45. 5%.
Reappoint Morten Wierod (DIN: 08753868) as Non- Morten Wierod, 48, is the President-Motion Business in ABB Ltd, Switzerland and
28-Apr-2021 A B B INDIA LTD. AGM Management Executive Non-Independent Director liable to retire For For Chairperson, ABB India Limited. He retires by rotation and his reappointment is in
Q1 by rotation line with statutory requirements.
Ms. Maria Rosaria Varsellona, 50, is the General Counsel and Company Secretary
Appoint Ms. Maria Rosaria Varsellona (DIN: in ABB Ltd, Switzerland. She is also a Member of the Group Executive Committee.
08892891) as Non-Executive Director to fill the She has over 25 years of professional experience. The company seeks to appoint her
28-Apr-2021 A B B INDIA LTD. AGM Management For For
casual vacancy caused by the resignation of Jean- as Non-Executive Director liable to retire by rotation to fill the casual vacancy
Christophe Deslarzes caused by the resignation of Jean-Christophe Deslarzes. She is liable to retire by
rotation and her appointment is in line with statutory requirements.
Q1
Approve remuneration of Rs. 2.3 mn for Ashwin The total remuneration proposed is reasonable in relation to the size and scale of
28-Apr-2021 A B B INDIA LTD. AGM Management For For
Solanki & Associates as cost auditors for 2021 the company’s operations. Rom 1 April 2015 to 31 March 2016. Teels Ltd.
Q1
The Domestic Wiring Harness (DWH) business will be housed in MSWIL, and
MSWIL will be listed subsequently with mirror shareholding to MSSL. The
proposed RPTs are required because of the inter-dependencies of DWH Business,
with the rest of the business. The proposed transactions will be at an arm’s length
Approve related party transactions (RPTs) to be basis and in the ordinary course of business. The quantum of transactions proposed
undertaken by Motherson Sumi Wiring India is reasonable and in-line with the existing transactions in FY21 with appropriate
MOTHERSON SUMI SYSTEMS
29-Apr-2021 EGM Management Limited (MSWIL) with Motherson Sumi Systems For For headroom. We expect all resolutions to have a validity of upto five years. However,
LTD.
(MSSL), Sumitomo Wiring Systems Limited (SWS) the validity of the agreement to be entered between MSWIL and MSSL. SWL and
and other related parties other entities, for purchase/sale of component/products, leasing and other services is
ten years due to long-term nature of contractual obligations which the company has
with its OEM customers. Further, the arrangement between the companies will be
on a non-exclusive basis and therefore MSWIL and the counterparties would be
free to enter into similar contracts with other parties as well.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The proposed scheme will result in the simplification of the group structures and
allows MSSL to participate in the business of SAMIL, which is currently majority
owned by the promoter family. The separation of the DWH Business into MSWIL
Approve scheme of arrangement between
will result in the creation of two listed entities engaged in the auto-component
Motherson Sumi Systems Limited (MSSL),
MOTHERSON SUMI SYSTEMS business, enabling them to be used for future inorganic growth opportunities.
29-Apr-2021 NCM Management Samvardhana Motherson International Limited For For
LTD. Merger of SAMIL with MSSL, amongst other things, will enable MSSL to expand
(SAMIL) and Motherson Sumi Wiring India
the business of MSSL from a diversified auto component product portfolio and
Limited (MSWIL)
foray into non-auto component business. Further, the implied valuation of SAMIL
at Rs. 108. 1 bn (excluding stake in MSWIL stake) is reasonable and in line with
Q1 peers.
The remuneration structure is proposed to be restructured; such that the cap on the
basic salary component for Whole-time directors increases to Rs. 35 mn (Rs. 30 mn
earlier). The proposed remuneration structure does not provide any clarity on any of
the other components of director remuneration. However, the company has been
Revise the remuneration structure for Whole-time judicious in its pay-outs to directors in the past and is comparable with peers.
29-Apr-2021 HINDUSTAN UNILEVER LTD. Postal Ballot Management For For
Directors Nevertheless, we expect the company to disclose a more detailed remuneration
structure by capping the performance incentives and the perquisites. Further the
company should disclose the stock options proposed to be granted and performance
metrics considered by the board to determine the performance linked
bonus/commission payable to the executive directors.
Q1
Ritesh Tiwari, 45, is a Chartered Accountant and has been associated with the
company for the past 21 years. There is limited clarity with respect to his
remuneration. Based on actual remuneration paid to his predecessor in the same
role we estimate Ritesh Tiwari’s overall pay (inclusive of ESOPs) for FY22 at Rs
Appoint Ritesh Tiwari as Executive Director- 55 mn. This remuneration level is comparable to peers and commensurate with the
29-Apr-2021 HINDUSTAN UNILEVER LTD. Postal Ballot Management Finance and CFO for five years from 1 May 2021 For For size and complexity of his responsibilities. We expect the company to remain
and fix his remuneration judicious in its director remuneration. Further, HUL should disclose a more detailed
remuneration structure by capping the performance incentives and the perquisites.
Further, the company should disclose the stock options proposed to be granted and
performance metrics considered by the board to determine the performance linked
bonus/commission payable to the executive directors.
Q1
MFSL paid a commission of Rs 13. 1 mn for FY19 (0. 3% of FY19 PBT) to its
Independent Directors in FY20. No commission was paid to other non-executive
Approve payment of commission of upto 3% of
directors in the past. Based on our estimates of standalone profits for FY21, the
profits for FY21 to non-executive directors, of
company can pay upto Rs. 81. 0 mn as commission to non-executive directors of
MAX FINANCIAL SERVICES which commission of upto 2% may be paid to non-
29-Apr-2021 Postal Ballot Management For For which Analjit Singh could be paid Rs 54. 0 mn, which is high. We expect the
LTD executive promoter chairperson Analjit Singh,
company to be judicious in paying commission as it has in the past. Companies
which may exceed 50% of the total commission
must set a cap in absolute terms on the commission payable. Further, the company
payable to all non-executive directors
should have split the resolution for shareholders to be able to vote on each
Q1 separately.
MFSL proposes to pay a gross annual compensation of Rs 30. 0 mn to non-

executive promoter chairperson Analjit Singh (DIN: 00029641) from 1 April 2021
at quarterly rests. This compensation will be over and above the payment of
commission proposed in Resolution #1 and sitting fees. The Max Group has
proposed a compensation of Rs 15. 0 mn each from other listed companies – Max
Approve payment of gross annual compensation of
India and Max Ventures and Industries Ltd – taking total annual fixed
MAX FINANCIAL SERVICES Rs 30.0 mn to non-executive promoter chairperson
29-Apr-2021 Postal Ballot Management For For compensation from the Max Group to Rs 60. 0 mn. Though Analjit Singh has
LTD Analjit Singh (DIN: 00029641) from 1 April 2021
attended all five board meetings held in FY21, he has attended less than 75% of the
at quarterly rests
board meetings over the last three years. We expect directors to take their
responsibilities seriously and attend all board meetings. Considering the
involvement of non-executive chairperson Analjit Singh in providing guidance,
insight, counsel and in promoting company's business interests the proposed
compensation is reasonable. It is in line with that paid to peers.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
PML had spent Rs. 1. 5 bn to acquire 56. 9% stake in PHCPL. The remaining stake
is held by the promoter group. The merger of PHCPL will help PML consolidate
stake in various projects and result in a simplified structure that will improve
Approve amalgamation of Phoenix Hospitality
transparency. The scheme will result in an increase in promoter shareholding to 47.
30-Apr-2021 PHOENIX MILLS LTD. NCM Management Company Private Limited (PHCPL), 56.9% For For
5% from 45. 6% currently. While it is difficult to ascertain the value of the
subsidiary, into The Phoenix Mills Limited (PML)
hospitality business in Agra, with an occupancy rate of 7. 7%, it is unlikely to
materially impact the valuation. The valuation of PHCPL is in line with the
valuation of PHCPL’s stake in the residential and commercial projects.
Q1
30-Apr-2021 CASTROL INDIA LTD. AGM Management For For Routine resolution.
Q1 31 December 2020
The company paid an interim dividend of Rs. 2. 5 per equity share in 2020 and
Approve final dividend of Rs. 3.0 per equity share proposes to pay final dividend of Rs. 3. 0 per equity share. The total dividend
30-Apr-2021 CASTROL INDIA LTD. AGM Management For For
of face value Rs. 5.0 each outflow (including interim dividend) for 2020 is Rs. 5. 4 bn. The dividend payout
Q1 ratio is 93. 3%.
Sandeep Sangwan, 55, is Managing Director of Castrol India Limited. He attended
Reappoint Sandeep Sangwan (DIN: 08617717) as
30-Apr-2021 CASTROL INDIA LTD. AGM Management For For all board meetings in 2020. He retires by rotation and his reappointment is in line
Director, liable to retire by rotation
Q1 with statutory requirements.
Approve remuneration of Rs. 350,000 payable to
30-Apr-2021 CASTROL INDIA LTD. AGM Management Kishore Bhatia & Associates as cost auditors for For For
Q1 2021
Deepesh Baxi, 46, was appointed Chief Financial Officer and Whole-time Director
of the company from 1 January 2021. He is a finance professional with over two
decades of industry experience with the last 18 years in BP Plc. He has worked in
Appoint Deepesh Baxi (DIN: 02509800) as
UK and Asia Pacific in Global, Regional and Country leadership roles spanning
30-Apr-2021 CASTROL INDIA LTD. AGM Management Director from 1 January 2021, liable to retire by For For
across finance, strategy, planning, internal audit, risk & compliance and business
rotation
transformation. His last role was Financial Controller for Global Castrol business.
Prior to joining BP, he worked with Arthur Andersen for seven years. His
Q1
Deepesh Baxi has two decades of experience as a finance professional. He was the
Global Financial Controller for Castrol, before being appointed as CFO and WTD
of Castrol India Limited. We estimate his 2021 remuneration at Rs. 24. 1 mn which
Appoint Deepesh Baxi (DIN: 02509800) as Whole- is commensurate with the overall size and complexity of the business and in line
30-Apr-2021 CASTROL INDIA LTD. AGM Management time Director from 1 January 2021 for five years For For with peers. Further, he is a professional, whose skill carry a market value. There is
and fix his remuneration no absolute cap on the performance pay and perquisites payable. This makes the
overall pay structure open-ended. The company must consider setting an absolute
cap on the performance incentives and perquisites payable to its Executive Directors
each year.
Q1
Mathew Job, 52 was appointed as the CEO (not on the board) from 1 January 2016
for a term of five years. The company now proposes to appoint him as an Executive
CROMPTON GREAVES
Appoint Mathew Job (DIN: 02922413) as Director Director and CEO. He has served as the MD of Racold (Ariston) Thermo Limited
02-May-2021 CONSUMER ELECTRICAL Postal Ballot Management For For
from 22 January 2021, liable to retire by rotation and Grohe India Private Limited in the past and held various key roles in Philips
LTD
Electronics India Limited from 1994 to 2009. He is liable to retire by rotation and
his appointment is in line with statutory requirements.
Q1
CROMPTON GREAVES Reappoint Mathew Job (DIN: 02922413) as Mathew Job’s estimated FY21 remuneration at Rs. 122. 4 mn is higher than
02-May-2021 CONSUMER ELECTRICAL Postal Ballot Management Executive Director and CEO for five years from 22 For For industry average but 77% of that is variable and comprises variable pay and stock
Q1 LTD January 2021 and fix his remuneration options granted at market price.
WHCPL and AHHCL are wholly owned subsidiaries of AHEL, and the company
proposes to merge them into itself. The proposed merger will consolidate
Approve Scheme of Amalgamation between
operations, reduce duplication of costs and result in optimal utilization of resources.
Western Hospitals Corporation Private Limited
APOLLO HOSPITALS Since WHCPL and AHHCL are wholly owned subsidiaries, their current share
03-May-2021 Postal Ballot Management (WHCPL), Apollo Home Health care (India) For For
ENTERPRISE LTD. capital of shall stand cancelled and the shareholding pattern of AHEL will not
Limited (AHHCL) and Apollo Hospitals Enterprise
change after the merger. There will be no material impact on the consolidated
Limited (AHEL)
financials of AHEL and given no shares are to be issued, there is no change in the
economic interest for the shareholders.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajesh Narasimhan, 55, is the CEO of TVS Singapore Pte Limited, a step-down
Approve continuation of Rajesh Narasimhan (DIN: subsidiary of Sundaram-Clayton Limited. Consequent to his appointment as an
07824276) in an office of profit, as CEO of TVS additional non-executive non-independent director of Sundaram-Clayton Limited,
04-May-2021 SUNDARAM-CLAYTON LTD. Postal Ballot Management For For
Motor (Singapore) Pte Limited or any subsidiary or the company seeks shareholder approval for his continuation as CEO of TVS Motor
associate of the company (Singapore) Pte Limited. He is a professional with expertise in technology oriented
roles and his proposed remuneration is reasonable given his experience.
Q1
The issue price computed as per SEBI ICDR Regulations is at a 0. 4% discount to
the CMP of Rs 71. 55 per share. This issuance will lead to a dilution of ~ 11. 4% on
the expanded capital base. As on 31 December 2020, the bank’s CET-1 and Tier I
Approve issuance of upto 42,11,70,854 equity
ratio was 9. 44%, and total capital adequacy ratio was 12. 51%. GoI’s shareholding
shares of face value Rs. 10 each at Rs. 71.23 per
05-May-2021 BANK OF INDIA EGM Management For For will increase from the current 89. 1% to 90. 3%. Given the uncertainty on account
share aggregating Rs. 30.0 bn on preferential basis
of the COVID-19 pandemic, raising capital and strengthening the balance sheet will
to Government of India
help protect the bank against unforeseen risks and aid in improving its competitive
positioning in the market, help ensure capital adequacy remains above the
regulatory norms.
Q1
Reappoint Vijay Sankar (DIN: 00007875) as Vijay Sankar is the Deputy Chairperson of Sanmar Group. He was appointed as
06-May-2021 ORIENTAL HOTELS LTD. Postal Ballot Management Independent Director for a period of five years from For For Independent Director in May 2016. He attended four out of five board meetings
12 May 2021 (80%) in FY21. His reappointment is in line with all statutory requirements.
Q1
07-May-2021 NESTLE INDIA LTD. AGM Management For For In line with accounting standard.
Q1 31 December 2020
The company has proposed a final dividend of Rs. 65. 0 per equity share of face
Confirm payment of interim dividend of Rs. 135.0
value Rs. 10. 0 for the year ended 31 December 2020. It paid an interim dividend
per share and approve final dividend of Rs. 65.0 per
07-May-2021 NESTLE INDIA LTD. AGM Management For For during the year of Rs. 135. 0 each per equity share. The total dividend for 2020 will
equity share of face value Rs. 10.0 per share for
aggregate to Rs. 200. 0 per share, with a total outflow of Rs. 19. 3 bn. The dividend
2020
payout ratio for the year is 92. 7% of the standalone PAT.
Q1
David S. McDaniel, 51, is the Executive Director – Finance and Control & CFO of
the company. He has been on the board of the company since 1 March 2020. Before
joining the company, he was the CFO of Nestle UK & Ireland since April 2016. He
Reappoint David Steven McDaniel (DIN: has over 30 years of experience in Finance and Control Division and held senior
07-May-2021 NESTLE INDIA LTD. AGM Management For For
08662504) as Director liable to retire by rotation management positions in various markets during his career with Nestle Group. He
is a Chartered Management Accountant. He has attended all board meetings held
during his tenure in 2020. He retires by rotation and his reappointment is in line
with statutory requirements.
Q1
Approve remuneration of Rs. 207,000 to Ramanath
07-May-2021 NESTLE INDIA LTD. AGM Management Iyer & Co., as cost auditor for financial year ending For For
Q1 31 December 2021
Given the impact of the COVID-19 pandemic on the sector, the company seeks to
issue securities upto Rs. 3. 0 bn to meet capital expenditure/working capital
requirements, for its expansion plans and to improve its capital structure. The
company may choose to raise capital via issue of equity or debt securities within the
borrowing limit. If the company chooses to raise the entire amount via issue of
09-May-2021 INOX LEISURE LTD. Postal Ballot Management Issue of equity or debt securities upto Rs. 3.0 bn For For equity shares at the current market price of Rs. 274. 9 per share, the dilution to
existing shareholders on the expanded capital base will be 8. 8%. Given the nature
of the instruments, we expect companies to seek approval for debt and equity
issuance separately. Notwithstanding, any debt raised will be within the existing
borrowing limit. Further, we recognize the need to raise additional capital given the
impact of the COVID-19 crisis on the industry.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to alter sub clause 1 of Clause III A, the Object Clause of
the Memorandum of Association, by making it more descriptive and adding names
DIXON TECHNOLOGIES Approve alteration to the Object Clause of the of products related to the electronics manufacturing industry, which the company
12-May-2021 Postal Ballot Management For For
(INDIA) LIMITED Memorandum of Association may contemplate to manufacture. This will allow the company to expand its product
portfolio within the ambit of its existing business. The company should have
uploaded the existing Memorandum of Association on its website.
Q1
The exercise price shall be determined by the board, giving them the flexibility to
grant options at face value of Rs. 10. 0, which represents a significant discount to
the current market price of Rs. 2098. 0. However, the company has confirmed that
the options will vest in four annual instalments upon the achievement of
Approve Mindtree Employee Stock Option Plan performance parameters. Further, while exact performance metrics will be decided
22-May-2021 MINDTREE LTD. Postal Ballot Management For For
2021 (ESOP 2021) by the Nomination and Remuneration Committee, it will include parameters such as
growth in annual revenues, meeting EBITDA targets, etc. The company should
provide granular details of performance parameters. Notwithstanding, given the
performance-based vesting criteria we believe there is alignment of interests
between investors and employees.
Q1
The company proposes to extend ESOP 2021 scheme to the employees of its
22-May-2021 MINDTREE LTD. Postal Ballot Management Extend ESOP 2021 to the employees of subsidiaries For For
subsidiary companies. Our decision on this resolution is linked to resolution #1.
Q1
To grant loan (upto 5% of the aggregate of paid-up The proposed resolution will enable the company to grant loans to the trust to
22-May-2021 MINDTREE LTD. Postal Ballot Management share capital and free reserves) to the trust for For For implement the proposed scheme. Our decision on this resolution is linked to
Q1 purchase of shares under ESOP 2021 resolution #1.
The company proposes to extend the term of the Mindtree Employee Restricted
Stock Purchase Plan 2012 (Plan 2012) from 16 July 2022 to 30 June 2023. Plan
2012 was approved on 16 July 2012 with a validity of 10 years. In order to offer an
Amend Mindtree Employee Restricted Stock
opportunity to employees, who already have vested options, to exercise their grant,
22-May-2021 MINDTREE LTD. Postal Ballot Management Purchase Plan 2012 to increase plan term from 16 For For
the plan tenure is to be increased for ~11 months. The company will reduce the total
July 2022 to 30 June 2023
number of equity shares under the Plan from 1,351,673 to 703,091 (balance
transferred to the above proposed ESOP 2021) and will make any fresh issue under
Q1 Plan 2012.
The company’s consolidated borrowings stood at Rs. 352. 0 mn (including current
maturities of long-term borrowings) as of 31 March 2020. Further, the board, on 17
Approve creation of April 2021, approved the issuance of Non-Convertible bonds on a private
23-May-2021 COFORGE LTD. Postal Ballot Management charge/mortgage/pledge/hypothecation/security on For For placement basis aggregating up to Rs. 3. 4 bn. The new limit of Rs. 10. 0 bn would
assets for borrowings up to limit of Rs. 10.0 bn give the company sufficient headroom to secure any incremental debt. Secured debt
has easier repayment terms, less restrictive covenants, and marginally lower interest
Q1 rates.
As on 31 March 2020, the aggregate value of investments and loans made, and
guarantee and securities issued by the company amounted to ~ Rs. 9. 2 bn. The
company has acquired 60% shares in SLK Global Solutions for a cash
consideration of ~Rs. 9. 2 bn on 12 April 2021. The company has also acquired
Approve inter-corporate transactions up to Rs. 15.0 further 23. 4% shares in Whishworks IT Consulting amounting to ~ Rs. 0. 7 bn as
bn over and above 60% of paid-up share capital, of June 2020. Given that the current limit is almost fully utilised, the company
23-May-2021 COFORGE LTD. Postal Ballot Management For For
free reserves, and securities premium or 100% of believes that for its long-term business plans, it might further require to provide
free reserves and securities premium loans, make investments, or issue guarantees. In the past, guarantees have been
given to wholly owned subsidiaries and investments made have been strategic
decisions and/or to support wholly owned subsidiaries. We do not favour rolling
limits (linked to net worth) and recommend that companies seek shareholder
approval for a fixed quantum.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
IFB Industries Limited (IFB) procures raw materials for its fine blanking division
from Trishan Metals Private Limited (TMPL). IFB initially acquired a 51. 1% stake
in TMPL on 11 July 2016 from the Bagga Group and acquired the remaining 48.
9% on for a cash consideration of Rs. 143. 0 mn. The proposed amalgamation will
Approve the amalgamation of Trishan Metals mitigate the supply chain risks, rationalise management structure, reduce overhead
24-May-2021 I F B INDUSTRIES LTD. NCM Management Private Limited, wholly owned subsidiary, with IFB For For costs, rationalise the business processes and result in operational synergies. Since
Industries Limited TMPL is a wholly owned subsidiary, the current share capital of TMPL shall stand
cancelled, and the shareholding pattern of IFB will not change after the
amalgamation. There will be no material impact on the consolidated financials of
IFB and given no shares are to be issued, there is no change in the economic
interest for the shareholders.
Q1
ABB POWER PRODUCTS Adoption of financial statements for the year ended
27-May-2021 AGM Management For For Routine Resolution.
AND SYSTEMS INDIA LTD. 31 December 2020
Q1
The company proposes a final dividend of Rs. 2. 0 per equity share. The total
ABB POWER PRODUCTS To declare final dividend of Rs. 2.0 per equity share
27-May-2021 AGM Management For For outflow on the dividend paid is Rs. 84. 8 mn in 2020. The dividend payout ratio for
AND SYSTEMS INDIA LTD. (face value Rs. 2.0)
Q1 the year is 8. 5% of the PAT in 2020.
Achim Michael Braun, 52 is the Head of Human Resources at Hitachi ABB Power
Grids, the promoter company. Prior to joining Hitachi ABB Power Grids, he
worked in different leadership roles at Continental, Schaeffler and as Vice President
Appoint Achim Michael Braun (DIN: 08596097),
ABB POWER PRODUCTS for Human Resources Europe & Africa at the Lear Corporation. Achim Michael
27-May-2021 AGM Management as Non-Executive Non-Independent Director, liable For For
AND SYSTEMS INDIA LTD. Braun was appointed on the board as additional director in February 2021 following
to retire by rotation from 25 February 2021
a change in promoter ownership to Hitachi ABB Power Grids Ltd from ABB Asea
Brown Boveri Ltd. He is liable to retire by rotation and his appointment as Non-
Executive Non-Independent Director is in line with statutory requirements.
Q1
Ismo Antero Haka, 57 is the CFO of Hitachi ABB Power Grids, the promoter
company. He has held numerous senior financial positions across companies in the
Appoint Ismo Antero Haka (DIN:08598862), as ABB Group. Ismo Antero Haka was appointed on the board as additional director
ABB POWER PRODUCTS
27-May-2021 AGM Management Non-Executive Non-Independent Director, liable to For For in February 2021 following a change in promoter ownership from ABB Asea
AND SYSTEMS INDIA LTD.
retire by rotation from 25 February 2021 Brown Boveri Ltd to Hitachi ABB Power Grids Ltd. He is liable to retire by
rotation and his appointment as Non-Executive Non-Independent Director is in line
Q1
Ratify remuneration of Rs. 1,850,000 payable to
ABB POWER PRODUCTS The total remuneration proposed is reasonable compared to the size and scale of the
27-May-2021 AGM Management Ashwin Solanki and Associates, as cost auditors For For
AND SYSTEMS INDIA LTD. company’s operations.
From 1 January 2021 to 31 March 2022
Q1
The company is debt free and its current borrowing limits of Rs. 50 bn remain
unutilized. Given that the company has not utilized any of its borrowing limits, it
ABB POWER PRODUCTS Increase the borrowing limit (fund based and non- has not provided a rationale for its requirement of additional funds. However, the
27-May-2021 AGM Management For For
AND SYSTEMS INDIA LTD. fund based) to Rs. 60 bn from Rs. 50 bn company is rated CRISIL AAA/Stable/CRISILA1+ which denotes highest degree
of safety regarding timely servicing of financial obligations. We expect the
company to be judicious in raising debt in the future.
Q1
The Vemgal facility became operational in August 2019, however, given the
NDMA issue with ranitidine products, the facility never entered commercial
production. The company decided to dispose the facility and appointed PwC, which
conducted a search involving 166 potential buyers. The company now proposes to
Sale and transfer of company manufacturing facility
GLAXOSMITHKLINE sell the facility for Rs. 1. 8 bn to Hetero Labs Limited, an Indian pharmaceutical
27-May-2021 Postal Ballot Management at Vemgal, Karnataka to Hetero Labs Limited for a For For
PHARMACEUTICALS LTD. company. The company recognized an impairment of Rs. 6. 4 bn related to the
consideration of Rs. 1.8 bn
facility in FY20 and given the capital expenditure over the years there may be
further negative impact on the financials. While we understand that the loss on the
sale of the facility will be high, we support the resolution given the company’s
decision to dispose the facility and the buyer being an unrelated third party.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
An amount of Rs. 1. 44 bn will be capitalized from the securities premium account

to facilitate the issue. The company’s securities premium account stood at Rs. 26.
Approve issue of bonus shares in the ratio of one
03-Jun-2021 VARUN BEVERAGES LTD Postal Ballot Management For For 18 bn on 31 December 2020. The bonus issue will increase the company’s paid up
bonus share for every two held (ratio of 1:2)
share capital to Rs. 4. 33 bn from Rs. 2. 89 bn. The bonus shares will improve stock
liquidity and expand the retail shareholder base.
Q1
Mr. Basu's appointment is inline with the statutory requirements. With respect to
Reappoint Soumendra Basu (DIN: 01125409) and
ENDURANCE him reaching the age of 75 by November 2024, he would have only 1 1/2 year of
04-Jun-2021 Postal Ballot Management approve his continuation as Independent Director For For
TECHNOLOGIES LTD tenure left which i believe isn't much. Mr. Basu has been performing his duties well
for five years from 10 June 2021 to 9 June 2026
with his perview and has helped the company to do better.
Q1
Reappoint Roberto Testore (DIN: 01935704) as an
ENDURANCE
04-Jun-2021 Postal Ballot Management Independent Director for a second term from 10 For For Mr. Testore's appointment is inline with the statutory requirements.
TECHNOLOGIES LTD
Q1 June 2021 to 9 June 2026
Ms. Anjali Seth, 62, has over 30 years of experience that includes her experience as
a lawyer. She has advised and consulted banks, financial institutions, and corporates
on a range of matters including M&A, PE investments, industrial and employee’s
Reappoint Ms. Anjali Seth (DIN: 05234352) as an relations, corporate governance, real estate negotiation, legal, statutory and
ENDURANCE
04-Jun-2021 Postal Ballot Management Independent Director for five years from 10 June For For litigation matters. She is on the board of seven other companies including 5 listed
TECHNOLOGIES LTD
2021 to 9 June 2026 companies. She attended 100% (6 out of 6) board meetings in FY20. The company
has not disclosed her attendance details for FY21 which is a mandatory
requirement. Her reappointment as an independent director meets all statutory
Q1 requirements.
We estimate Anurang Jain’s remuneration at Rs. 59. 7 mn for FY22 which is

commensurate with the overall size and complexity of the business and in line with
Reappoint Anurang Jain (DIN: 00291662) as
ENDURANCE peers. The company has not disclosed the remuneration paid to him in FY21. There
04-Jun-2021 Postal Ballot Management Managing Director for five years from 1 April 2021 For For
TECHNOLOGIES LTD are no disclosures regarding the performance metrics that will be used to determine
and fix his remuneration
his variable pay. His remuneration terms are open ended: the company should have
capped the absolute amount of commission payable to him.
Q1
Ms. Varsha Jain, 54, is promoter and Head- CSR and Facility Management at
Endurance Technologies Limited. She has two decades of experience in interior
designing, landscaping and architecture. She has advised the company since 2006
ENDURANCE Appoint Ms. Varsha Jain (DIN: 08947297) as and was appointed as Executive Vice-President: CSR and Facility Management in
04-Jun-2021 Postal Ballot Management For For
TECHNOLOGIES LTD Director, liable to retire by rotation May 2015. She was appointed as an additional director from 10 November 2020.
The company has not disclosed her attendance details for FY21 which is a
mandatory requirement. Her appointment as Director, liable to retire by rotation,
meets all statutory requirements.
Q1
Appoint Ms. Varsha Jain (DIN: 08947297) as
ENDURANCE Executive Director designated as Director and Head
04-Jun-2021 Postal Ballot Management For For Mr. Jain's appointment is inline with the statutory requirements.
TECHNOLOGIES LTD – CSR and Facility Management for five years from
10 November 2020 and fix her remuneration
Q1
Indrajit Banerjee, 65, is a chartered accountant with forty years of experience. He

has had extensive industry experience in Finance, Strategy, Legal, Information
Technology, Mergers & Acquisitions (M&A) and general management functions
Appoint Indrajit Banerjee (DIN: 01365405) as an
ENDURANCE across pharmaceutical / healthcare and hydrocarbon & metal industries. He served
04-Jun-2021 Postal Ballot Management Independent Director for five years from 9 February For For
TECHNOLOGIES LTD as Chief Financial Officer / Executive Director in Ranbaxy, Lupin, Cairn India and
2021 to 8 February 2026
Indian Aluminium (Indal). The company has not disclosed his attendance details for
FY21 which is a mandatory requirement. His appointment as Independent Director
for five years from 9 February 2021 meets all statutory requirements.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Patrick Ennis, 57, is currently a Venture Partner at Madrona Venture Group.

Previously he was Global Head of Technology for Intellectual Ventures where he
led start-up incubation and technology commercialization around the world. He was
Reappoint Dr. Patrick J. Ennis (DIN: 07463299) as also the founding CTO of Xinova. He has a PhD and M. S. In Physics from Yale,
04-Jun-2021 WIPRO LTD. Postal Ballot Management Independent director for five years from 1 April For For an M. B. A. From Wharton, and a B. S. In Math and Physics from the College of
2021 William & Mary. He has been on the board of the company since April 2016. He
has attended all six board meetings held in FY21. While we support his
reappointment, we believe shareholder approval for his reappointment should have
been sought on or before the completion of his first term as Independent Director.
Q1
Patrick Dupuis, 58, provides executive coaching for c-suite and mid-career
executives, and is engaged in a number of social and philanthropic ventures, with
an emphasis on housing equity in the Silicon Valley. He is a former officer of global
technology platform and payments leader, PayPal Holdings, Inc. , serving as Chief
Reappoint Patrick Dupuis (DIN: 07480046) as
Financial Officer, then SVP for Quality and Productivity. He has graduated from
04-Jun-2021 WIPRO LTD. Postal Ballot Management Independent director for five years from 1 April For For
the École de Management de Lyon in France. He has been on the board of the
2021
company since April 2016. He has attended all six board meetings held in FY21.
While we support his reappointment, we believe shareholder approval for his
reappointment should have been sought on or before the completion of his first term
as Independent Director.
Q1
The share allotment is towards settlement of the company’s liability under the
Guarantee Agreement dated 8 January 2018. The agreement was entered into for
guaranteeing payment/repayment obligations of wholly owned subsidiary - CG
To issue 13.8 mn equity shares at Rs. 73.10 per
International Holdings Singapore Pte. Ltd, under credit facilities for an amount
equity share on a preferential / private placement
CG POWER AND aggregating to EUR 44 mn towards SCB. As per the Guarantee Obligations (SCB)
basis to Standard Chartered Bank (Singapore)
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management For For Settlement Agreement dated 13 November 2020, CG Power was required to pay
Limited (SCB) for settlement of liability pursuant to
LTD Euro 3. 7 mn to SCB; and issue and allot 13. 8 mn equity shares of the company to
the terms set out under the Guarantee Settlement
SCB, for settling all the obligations of the company under the Guarantee
Agreement
Documents. The proposed equity issuance will lead to a dilution of 1% on the
expanded capital base, which is low and is not expected to not have a material
impact on the interest of shareholders.
Q1
Vellayan Subbiah, 51, is part of the promoter group and Managing Director of Tube
Investments of India Limited (TII) and former Managing Director of
CG POWER AND Appoint Vellayan Subbiah (DIN:01138759) as Non-
Cholamandalam Investment and Finance Company Limited. He has over 23 years
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management Executive Non-Independent Director from 26 For For
of experience in consulting, technology, and financial services. His appointment as
LTD November 2020, liable to retire by rotation
Non-Executive Non-Independent Director, liable to retire by rotation meets all
M A M Arunachalam, 53, is Managing Director of Parry Enterprises India Limited
CG POWER AND Appoint M A M Arunachalam (DIN:00202958) as
(PEIL). He is a member of the Murugappa family and Chairperson of TII. His
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management Non-Executive Non-Independent Director from 26 For For
appointment as Non-Executive Non-Independent Director, liable to retire by
LTD November 2020, liable to retire by rotation
Q1 rotation, meets all statutory requirements.
P S Jayakumar, 59, is a Chartered accountant and former Managing Director and

CG POWER AND Appoint P S Jayakumar (DIN:01173236) as an CEO of Bank of Baroda. He was with Citibank for 22 years and was Country Head,
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management Independent Director for five years from 26 For For for the bank’s consumer business. He also co-promoted two companies VBHC
LTD November 2020 to 25 November 2025 Value Homes Private Limited and Home First India Finance Limited. His
appointment as Independent Director meets all statutory requirements.
Q1
Shailendra Roy, 68, was Managing director and CEO of Bharat Heavy Plates and
CG POWER AND Appoint Shailendra Roy (DIN:02144836) as an Vessels Limited. He was with BHEL for 25 years and also worked at L&T where
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management Independent Director from 26 November 2020 to 18 For For he was responsible for responsible for business operations of Larsen & Toubro in
LTD September 2022 the Power (coal, nuclear and gas based) sector, and Corporate Affairs. His
appointment as Independent Director meets all statutory requirements.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Sasikala Varadachari, 66, is a retired banker. She was associated with SBI
since 1977 and held various positions such as Chief Executive Officer of SBI - Tel
CG POWER AND Appoint Ms. Sasikala Varadachari (DIN:07132398)
Aviv, Israel, and General Manager – Shares & Bonds, Corporate Centre. She retired
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management as an Independent Director from 26 November 2020 For For
from SBI as Chief General Manager, Strategic Training Unit, Corporate Centre
LTD to 17 September 2024
accountant. Her appointment as Independent Director meets all statutory
Q1 requirements.
Natarajan Srinivasan, 63, was Managing Director of Cholamandalam Investments

CG POWER AND
Appoint Natarajan Srinivasan (DIN:00123338) as and Finance Company Limited. He is not liable to retire by rotation, except to the
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management For For
Director from 26 November 2020 extent necessary to comply with the provisions of the Companies Act, 2013. His
LTD
appointment as Director meets all statutory requirements.
Q1
Natarajan Srinivasan has 35 years of corporate work experience spanning finance,
legal, projects and general management functions and has held several senior
Appoint Natarajan Srinivasan (DIN: 00123338) as
CG POWER AND positions at the Murugappa group. His remuneration for FY22 is estimated at Rs.
Managing Director for two years from 26
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management For For 58. 8 mn. The company has not disclosed the performance metrics that will be used
November 2020 and fix his remuneration as
LTD to determine his variable pay. However, given his experience and skill set, his
minimum remuneration
remuneration is commensurate with the overall size and complexity of the business
and is in line with peers.
Q1
For the nine months ended December 2020, CG Power continued to post net losses
of Rs. 8. 3 bn on a standalone basis and Rs. 6. 7 bn on a consolidated basis. For
CG POWER AND Approve waiver of recovery ox excess remuneration FY21, remuneration paid to Natarajan Srinivasan for FY21 i. E. , 26 November
07-Jun-2021 INDUSTRIAL SOLUTIONS EGM Management paid to Natarajan Srinivasan (DIN: 00123338) as For For 2020 to 31 March 2021, has not been disclosed. However, based on proposed
LTD Managing Director for FY21 remuneration structure, remuneration, excluding variable pay is estimated at Rs. 11.
5 mn, is commensurate with the overall size and complexity of the business, his
experience and skill set and is in line with peers.
Q1
The issue price is Rs. 178 each (marginally higher than the price of Rs. 177. 09
arrived at according to regulations) which represents a discount to the current
market price of Rs. 223. The issuance will result in a dilution of ~25%, which is
high. By issuing a significant portion of warrants to promoters, they get an option to
Approve issue of 67.47 mn warrants at a price of ride the stock price for 18 months. In case the promoters subsequently decide not to
SUN PHARMA ADVANCED
08-Jun-2021 EGM Management Rs. 178 per warrant, aggregating to Rs. 12 bn on a For For subscribe to the remaining 75%, it could have material implications for the
RESEARCH CO. LTD.
preferential basis to promoters and non-promoters company’s long-term plans. However, the company has multiple products relating
to neurology and oncology treatment that are in phase 2 or phase 3 clinical trials and
would thus require staggered funding over the next 15–18-month period. Further,
the company being in the drug research business and having negative operating
cash flows would require external capital to fund its drug discovery expenditure.
Q1
In , board accorded its approval for IPO issue of ABSL AMC by way of offer for
sale which would reduce ABCL’s stake to 50. 0%. The IPO and subsequent listing
of ABSL AMC will help ABCL to unlock value for its investors. ABSL AMC has
unexercised options in its existing ESOP/RSU schemes and further, it may issue
Approve dilution of stake in Aditya Birla Sun Life
ADITYA BIRLA CAPITAL securities to comply with the minimum public shareholding requirements prescribed
09-Jun-2021 Postal Ballot Management AMC Limited (ABSL AMC), a material subsidiary, For For
LTD. under SEBI regulations. This will result into further reduction of ABCL’s
to less than or equal to 50%
shareholding. The notice does not mention the maximum reduction in the
shareholding. Nevertheless, as per the inter-se agreement with Sun Life AMC
mentioned in ABSL AMC’s , ABCL’s stake in ABSL AMC shall not reduce
beyond 45. 0%, subject to dilution caused by exercise of stock options/RSUs.
Q1
TATA CONSULTANCY Adoption of standalone and consolidated financial
10-Jun-2021 AGM Management For For Routine proposal.
SERVICES LTD. statements for the year ended 31 March 2021
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
value Re. 1 for the year ended 31 March 2021. The company paid interim dividends
of Rs. 23. 0 per equity share. The total dividend for FY21 will aggregate to Rs. 38.
To confirm payment of interim dividends of Rs.
TATA CONSULTANCY 0 per share, with a total outflow of Rs. 141. 5 bn. The dividend payout ratio for the
10-Jun-2021 AGM Management 23.0 and declare final dividend of Rs. 15.0 per For For
SERVICES LTD. year is 44. 3% of the standalone PAT. The company has a practice of returning 80
equity share (face value Re.1) for FY21
to 100% of the free cash flow to shareholders through dividends and buybacks. In
FY21, the company has paid Rs. 338. 7 bn in dividends and buybacks amounting to
~95. 0% of its free cash flow.
Q1
N. Chandrasekaran, 57, is the Non-Executive Chairperson of the board. He is the
Chairperson of Tata Sons and he also chairs the board of other Tata group
TATA CONSULTANCY Reappoint N Chandrasekaran (DIN: 00121863) as companies including Tata Steel, Tata Motors, and Tata Power. He was first
10-Jun-2021 AGM Management For For
SERVICES LTD. Non-Executive Director, liable to retire by rotation appointed on the board of the company on 6 September 2007. He has attended all
seven board meetings held in FY21. He retires by rotation. His reappointment is in
With a borrowing limit of Rs. 400 bn, Shriram City Union needs to create a charge
of Rs. 500 bn on assets, to meet lenders’ requirements of a 1. 25x cover. Further, it
SHRIRAM CITY UNION Create charges on assets upto Rs. 500.0 bn and
10-Jun-2021 Postal Ballot Management For For proposes to securitize its loan book to the extent of Rs. 100. 0 bn – a limit that
FINANCE LTD. assign/ securitize receivables upto Rs.100.0 bn
remains unchanged from the previous year. The transactions are operational in
Q1 nature.
The proposed issue will be within the overall borrowing limit of Rs. 400 bn. On 31
March 2021, outstanding borrowing aggregated Rs. 218. 7 bn and Rs. 255. 7 bn on
Approve private placement of redeemable non- a standalone and consolidated basis respectively. The capital adequacy ratio on 31
SHRIRAM CITY UNION convertible debentures, subordinated debts, March 2021 was 28. 6% against a minimum 15% as required by regulatory norms.
10-Jun-2021 Postal Ballot Management For For
FINANCE LTD. commercial papers, bonds or any other debt Debt levels in an NBFC are typically reined in by the regulatory requirement of
securities of up to Rs. 100 bn maintaining a slated minimum capital adequacy ratio. The company has a credit
rating of , which denotes high degree of safety regarding timely servicing of debt
obligations.
Q1
To transfer established animal healthcare business Zenex Animal Health India Private Limited is an SPV incorporated by a consortium
of Zydus Animal Health and Investments Limited led by private equity firm Multiples Alternate Asset Management Private Limited
(ZAHL), a wholly owned subsidiary of Cadila (Multiples). The undertaking proposed to be transferred is valued at 32. 4x FY20
11-Jun-2021 CADILA HEALTHCARE LTD. EGM Management For For
Healthcare Limited (CHL) to Zenex Animal Health EBITDA, which is in line with the industry peers. The proposed sale shall enable
India Private Limited on a slump sale basis for Rs. the company to focus on its other core areas of pharmaceuticals, healthcare and
Q1 29.2 bn wellness.
Bharat Dhirajlal Shah, 74, has decades of professional experience in the financial
Reappoint Bharat Dhirajlal Shah (DIN: 00136969) services and banking industry. He is on the board of nine other companies including
STRIDES PHARMA SCIENCE
11-Jun-2021 Postal Ballot Management as an Independent Director for three years from 15 For For four listed companies. Further, he has been associated with HDFC Bank since its
LTD
June 2021 to 14 June 2024 inception. He attended 100% (9 out of 9) board meetings in FY21. His
reappointment as an independent director meets all statutory requirements.
Q1
The present authorized equity share capital of the company is Rs. 1. 15 bn,
Approve increase in authorized share capital to Rs.
comprising 230. 2 mn equity shares of face value Rs. 5. 0 each. In order to
14-Jun-2021 AARTI INDUSTRIES LTD. EGM Management 3.0 bn from Rs. 1.15 bn and consequently amend For For
accommodate the proposed bonus issue of 1:1, as set out in resolution #2, the
the Memorandum of Association (MoA)
Q1 authorized capital is proposed to be increased to Rs. 3. 0 bn.
An amount of Rs. 0. 9 bn will be capitalized from the securities premium account to

Approve issuance of bonus shares in the ratio of one facilitate the issue. The company’s securities premium account stood at Rs. 29. 9 bn
14-Jun-2021 AARTI INDUSTRIES LTD. EGM Management bonus equity share for every one equity share held For For on 31 March 2021. The bonus issue will increase the company’s paid up share
(ratio of 1:1) capital to Rs. 1. 74 bn from Rs. 0. 87 bn. The bonus shares will improve stock
liquidity and expand the retail shareholder base.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company seeks to issue securities to fund long-term growth of its existing
businesses; organic or inorganic growth, strategic acquisitions; working capital, pre-
payment and / or repayment of loans and general corporate requirements. The
company has projects in the pipeline entailing a capex of over Rs. 30 bn to be taken
up in forthcoming 3 years (FY22-24). The issuance could be via issue of equity or
14-Jun-2021 AARTI INDUSTRIES LTD. EGM Management Issue of equity or debt securities upto Rs. 15.0 bn For For debt securities. If the company raises the entire Rs. 15. 0 bn at the current market
price of Rs. 1655. 4 via equity issue, it would have to issue ~9. 1 mn shares: this
would result in an equity dilution of ~5% on the post issuance share capital. We
expect companies to seek approval for debt and equity issuances separately, given
the distinct nature of the instruments. Notwithstanding, we expect any debt, if raised
to be within the existing borrowing limit of Rs. 35. 0 bn.
Q1
17-Jun-2021 CYIENT LTD. AGM Management For For Routine proposal.
statements for the year ended 31 March 2021
Q1
To confirm payment of final dividend of Rs. 17.0
17-Jun-2021 CYIENT LTD. AGM Management For For value Rs. 5. 0 for the year ended 31 March 2021, with a total outflow of Rs. 1. 9 bn.
per equity share (face value Rs.5) for FY21
The dividend payout ratio for the year is 51. 9% of the consolidated PAT.
Q1
Alain De Taeye, 64, is a Non-Executive Director of the board. He is a member of
the management board of TomTom International BV, where he is responsible for
Reappoint Alain De Taeye (DIN: 03015749) as Non-
17-Jun-2021 CYIENT LTD. AGM Management For For geospatial strategy to offer location technologies for various applications. He
Executive Director, liable to retire by rotation
attended 83% (5 out of 6) board meetings held in FY21. He retires by rotation and
his reappointment is in line with statutory requirements.
Q1
Ramesh Abhishek, 61, is Former Secretary- Department of Promotion for Industry
and Trade, Government of India. He served in the Indian Administration Service for
Appoint Ramesh Abhishek (DIN: 07452293) as an
37 years. He has been part of various government initiatives such as Make in India,
17-Jun-2021 CYIENT LTD. AGM Management Independent Director for three years from 12 For For
Start-up India and Ease of Doing Business. He serves as a Director of the US-India
August 2020 to 11 August 2023
Business Council. His appointment as an Independent Director for three years from
12 August 2020 to 11 August 2023 meets all statutory requirements.
Q1
Karthikeyan Natarajan, 49, is the Chief Operating Officer of Cyient Limited since 5
Appoint Karthikeyan Natarajan (DIN: 03099771) as March 2020. Prior to joining the company, he led the global integrated engineering
17-Jun-2021 CYIENT LTD. AGM Management Director from 22 April 2021, liable to retire by For For services business at Tech Mahindra Limited. He has 28 years of experience in the
rotation engineering industry. His appointment as Director from 22 April 2021 meets all
Ajay Aggarwal, 58, is the Chief Financial Officer of Cyient Limited and leads
teams across corporate finance, audit, reporting, M&A, corporate venturing,
investor relations, procurement, infrastructure and facilities management, financial
Appoint Ajay Aggarwal (DIN: 02565242) as
planning and analysis, information technology, corporate secretarial, legal,
17-Jun-2021 CYIENT LTD. AGM Management Director from 22 April 2021, liable to retire by For For
compliances and contract management. He has 35 years of experience in corporate
rotation
finance and has worked with organizations such as Tata Chemicals, Reliance
Industries and Kirby Building Systems. His appointment as Director from 22 April
2021 meets all statutory requirements.
Q1
We estimate Karthikeyan Natarajan’s remuneration at Rs. 98. 4 mn for FY22 (~ 2.
Appoint Karthikeyan Natarajan (DIN: 03099771) as 7% of consolidated FY21 PAT), which is high for the overall size and complexity
Executive Director and Chief Operating Officer of the business and not in line with peers. His remuneration terms are open ended:
17-Jun-2021 CYIENT LTD. AGM Management from 22 April 2021 for three years or till attainment For For he is eligible to receive stock options under the ASOP 2015 and ASOP 2021
of the age of 60, whichever is earlier and fix his schemes, which will be decided by the company at a later date. However, we
remuneration believe this performance based incentive will also drive higher value creation for
the company and shareholders.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The estimated remuneration for Ajay Aggarwal at Rs. 39. 5 mn for FY22 is
Appoint Ajay Aggarwal (DIN: 02565242) as
commensurate with the overall size and complexity of the business and in line with
Executive Director and Chief Financial Officer
peers. His remuneration terms are open ended: he is eligible to receive stock options
17-Jun-2021 CYIENT LTD. AGM Management from 22 April 2021 for three years or till attainment For For
under the ASOP 2015 and ASOP 2021 schemes, which will be decided by the
of the age of 60, whichever is earlier and fix his
company at a later date. The company should have capped the stock options to be
remuneration
Q1 granted to him over his tenure.
Vikas Sehgal, 47, is Global Partner, Executive Vice Chairman, and the Global Head
of Automotive at financial advisory group Rothschild & Co. He was previously on
Reappoint Vikas Sehgal (DIN: 05218876) as an the board from 18 January 2012 to 17 July 2014. He was brought back on the board
17-Jun-2021 CYIENT LTD. AGM Management Independent Director for second term of five years For For as an Independent Director from 17 October 2018, after completing a cooling off
from 17 October 2021 to 16 October 2026 period of more than three years. He attended 100% (6 out of 6) board meetings in
FY21. His reappointment as an Independent Director meets all statutory
requirements.
Q1
BVR Mohan Reddy has stepped down as Executive Chairperson and will continue
on the board as a non-executive director. The company proposes to pay BVR
Approve payment of remuneration of Rs. 20.0 mn to Mohan Reddy a remuneration of Rs. 20. 0 mn in FY 22 for his services as non-
BVR Mohan Reddy, Non-Executive Director for executive director which is reasonable given the size and scale of operations. We
17-Jun-2021 CYIENT LTD. AGM Management For For
FY22, in excess of 50% of the total annual understand that as promoter, he plays a material role in establishing strategic
remuneration payable to all non-executive directors direction and governance structures – even while being appointed in a non-
executive capacity. Thus, his remuneration is commensurate with his
Q1 responsibilities.
We have relied upon the auditors’ report, which has raised concerns on the impact
Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
19-Jun-2021 G H C L LTD. AGM Management For For
statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting principles.
Q1
The company proposes a final dividend of Rs. 5. 5 per equity share for FY21,
Declare dividend of Rs. 5.5 per equity share of face higher than Rs. 3. 0 paid in FY20. The total outflow on the dividend paid is Rs. 0. 5
19-Jun-2021 G H C L LTD. AGM Management For For
value of Rs. 10.0 for FY21 bn in FY21. The dividend pay-out ratio for the year is 16. 8% of the standalone
Q1 PAT in FY21.
Sanjay Dalmia, 77, is the promoter and the non-executive chairperson of the
company. He has attended all board meetings in FY21. Sanjay Dalmia’s
Reappoint Sanjay Dalmia (DIN: 00206992) as Non- continuation on the board after attaining the age of 75 was approved by
19-Jun-2021 G H C L LTD. AGM Management Executive Non-Independent Director, liable to retire For For shareholders in March 2019. Amendments in SEBI’s LODR require directors
by rotation having attained the age of 75 to be approved by shareholders through a special
resolution. He retires by rotation and his reappointment is in line with statutory
Q1 requirements.
Ravi Shanker Jalan 63, is the Managing Director (MD) of the company. He has
Reappoint Ravi Shanker Jalan (DIN: 00121260) as
19-Jun-2021 G H C L LTD. AGM Management For For attended all board meetings in FY21. He retires by rotation and his reappointment
Q1 meets all statutory requirements.
S. R. Batliboi & Co. LLP were appointed as the statutory auditors for five years
starting from FY17 in the AGM of 2016. The company proposes to reappoint them
for another period of five years starting from FY22, which will complete their
tenure of ten years as per provisions of Section 139 of Companies Act 2013. The
statutory auditors were paid Rs. 12. 0 mn (excluding taxes and reimbursement of
Reappoint S.R. Batliboi & Co. LLP as statutory
actuals) in FY21 towards audit fees and limited review on a standalone basis. The
19-Jun-2021 G H C L LTD. AGM Management auditors for five years starting from FY22 and fix For For
proposed remuneration of Rs. 12. 0 mn (excluding taxes and reimbursement of
their remuneration at Rs. 12.0 mn for FY22
actuals) for FY22 is reasonable compared to the size and scale of the company’s
operations. The annual increase in remuneration will not exceed 10% of previous
remuneration. Further, the company has capped the statutory auditors’ remuneration
and has disclosed that it will not exceed Rs. 20. 0 mn in any of the five years of
their tenure.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company is seeking shareholder approval through an enabling resolution to

convert loan into equity in the case of an event of default. Lenders typically insist on
having a clause for conversion of debt into equity to safeguard their interests in case
of default or inability to pay by the company. While the dilution to shareholders
Approve conversion of loan into fully paid-up
19-Jun-2021 G H C L LTD. AGM Management For For could be high if all loans are converted to equity, such a provision is often needed to
equity shares in the event of default by the company
raise debt from the banking channel. The company’s debt levels are reasonable at a
debt-to-equity ratio of 0. 3x on 31 March 2021 and a credit rating of CARE
A+/Stable/CARE A1: notwithstanding, an enabling approval is being sought in line
with safeguards required by lenders.
Q1
We have relied upon the auditors’ report, which has not raised concerns on the
Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
19-Jun-2021 INFOSYS LTD. AGM Management For For
statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Q1 and Indian Accounting Standards (IND-AS).
During the year, Infosys has paid an interim dividend of Rs. 12. 0 per equity share
Declare final dividend of Rs. 15.0 per equity share and is proposing to pay Rs. 15. 0 per equity share as final dividend. Total dividend
19-Jun-2021 INFOSYS LTD. AGM Management For For
(face value Re.5) for FY21 payout for FY21 amounts to Rs. 27. 0 per equity share and will aggregate to Rs.
115. 0 bn. Payout ratio is 63. 7% of the standalone PAT.
Q1
U. B. Pravin Rao, 59, is the Chief Operating Officer of Infosys and a Whole-time
Reappoint U.B. Pravin Rao (DIN: 06782450) as Director. He has been on the board of the company since 10 January 2014 and is
19-Jun-2021 INFOSYS LTD. AGM Management Director, liable to retire by rotation, till the date of For For slated to retire on 12 December 2021. He has attended 86% (6 out of 7) board
his superannuation on 12 December 2021 meetings held in FY21. He retires by rotation. His reappointment is in line with
The company proposes to spend Rs. 46 bn at a minimum and Rs 92 bn at a

maximum towards buy-back of its shares. With this earmarked quantum, at a
maximum price of Rs 1,750, the company will buyback between 26. 29 mn to 52.
57 mn equity shares, or 0. 615% to 1. 23% of its equity share capital. The buyback
is in line with the company’s capital allocation policy under which Infosys expects
Approve buyback of up to 52.6 mn equity shares at
to return approximately 85% of the free cash flow cumulatively over a five-year
a maximum price of Rs. 1,750 per share through the
19-Jun-2021 INFOSYS LTD. AGM Management For For period through a combination of dividends and buybacks. For FY21, the company
open market route for an aggregate consideration of
proposes to pay Rs. 115. 0 bn through dividends and Rs. 92. 0 bn through the
up to Rs. 92.0 bn
proposed buy-back (excluding taxes), which is approximately 83% of its free cash
flow for FY20 and FY21. As of 31 March 2021, on a consolidated basis, the
company has surplus cash of Rs. 247. 1 bn and liquid investments of Rs. 23. 4 bn.
The reduction in equity base will improve return ratios, optimize the company’s
capital structure, and increase shareholder value.
Q1
Michael Gibbs, 63, is the former group CIO for BP plc, where he was responsible
for implementing BP’s IT strategy and providing computing and
telecommunications technology services worldwide. Currently, he does occasional
Reappoint Michael Gibbs (DIN: 08177291) as
business consulting and speaking. He has a degree in Management Science from
19-Jun-2021 INFOSYS LTD. AGM Management Independent Director for five years from 13 July For For
Oklahoma State University and has completed the Executive Management Program
2021
at Penn State University. He has been on the board of the company since 13 July
2018. He has attended 100% board meetings held in FY21. His reappointment is in
line with statutory requirements.
Q1
Bobby Parikh, 57, is the Managing Partner of Bobby Parikh Associates, a boutique
Appoint Bobby Parikh (DIN: 00019437) as firm focused on providing strategic tax and regulatory advisory services. He is the
19-Jun-2021 INFOSYS LTD. AGM Management Independent Director for three years from 15 July For For former CEO of Ernst & Young in India. He is a Chartered Accountant. He has
2020 attended 100% board meetings held during his tenure in FY21. His appointment is
Q1 in line with statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Chitra Nayak, 58, is the co-founder of Neythri. Org which empowers and
supports South Asian professional women. She also advises start-ups on go-to
market strategies. She currently holds board positions in three other internationally
Appoint Ms. Chitra Nayak (DIN: 09101763) as
listed companies. Chitra Mayak is the former COO of Comfy, a real-estate tech
19-Jun-2021 INFOSYS LTD. AGM Management Independent Director for three years from 25 March For For
startup and the former COO, Platform at Salesforce. She holds an MBA from
2021
Harvard Business School, an MS in Environmental Engineering from Cornell
University, and a B. Tech. From the Indian Institute of Technology. Her
Q1
U. B Pravin Rao retires on 12 December 2021. The company seeks to grant him one-
time special bonus of Rs. 40. 0 mn and accelerated vesting of 31,725 RSUs, which
vest within 90 days after his retirement date. He will forfeit 46,388 RSUs which
Approve change in terms of remuneration of U. B.
will vest in FY23 and FY24. U. B Pravin Rao has been with Infosys for the past 35
19-Jun-2021 INFOSYS LTD. AGM Management Pravin Rao (DIN: 06782450), Chief Operating For For
years in numerous leadership positions and is currently its COO and Whole-Time
Officer and Whole-time Director
Director. Accounting for the special one-time bonus, we estimate his FY22
remuneration to be ~Rs. 106. 0 mn, which is commensurate to the size and
complexity of his responsibilities.
Q1
BAJAJ CONSUMER CARE Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The company has paid an interim dividend of Rs. 6. 0 per share and proposes to pay
Ratify interim dividend of Rs. 6.0 per equity share
BAJAJ CONSUMER CARE a final dividend of Rs. 4. 0 per share. In FY20, the company paid a dividend of Rs.
21-Jun-2021 AGM Management and declare final dividend of Rs.4.0 per equity share For For
LTD. 2 per equity share. In FY21, the total dividend amounts to Rs. 1. 5 bn. The dividend
of Re.1 each
payout ratio is 67. 1% v/s 15. 5% in FY20.
Q1
Reappoint Kushagra Bajaj (DIN: 00017575) as Non- Kushagra Bajaj, 44, is promoter and Chairperson, Bajaj Consumer Care Ltd. He has
BAJAJ CONSUMER CARE
21-Jun-2021 AGM Management Executive Non-Independent Director, liable to retire For For attended all board meetings held in FY21. He retires by rotation and his
LTD.
Q1 by rotation reappointment is in line with all statutory requirements.
Sumit Malhotra, 59, is former Managing Director, Bajaj Consumer Care. As a part
of succession plan, he demitted his office as MD with effect from 30 June 2020 and
Approve continuation of payment of remuneration
was appointed as Non-Executive Director and Advisor for five years from 1 July
of Rs. 15.0 mn to Sumit Malhotra (DIN: 02183825),
2020 in the FY20 AGM. In FY21, he was paid Rs. 11. 25 mn in his role as Director
BAJAJ CONSUMER CARE Non-Executive Director for one year from 1 July
21-Jun-2021 AGM Management For For and Advisor for the period 1 July 2020 to 31 March 2021. His proposed annual
LTD. 2021, being in excess of 50% of the total
remuneration of Rs. 15 mn is commensurate with his experience and
remuneration payable to all Non-Executive
responsibilities. We support this resolution as the remuneration is capped; further,
Directors
shareholders will have an opportunity to vote on Sumit Malhotra’s remuneration
annually in the future.
Q1
CRAFTSMAN AUTOMATION Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
Ravi Gauthamram, 33, is the son of Srinivasan Ravi and part of the promoter
family. He has been on the board since 20 February 2014 and is currently a whole-
CRAFTSMAN AUTOMATION Reappoint Ravi Gauthamram (DIN: 06789004) as time director engaged in building the product strategy in the industrial and
LTD. Director, liable to retire by rotation engineering segment of the company. He attended 100% (9 out of 9) board
meetings held in FY21. He retires by rotation and his reappointment is in line with
Reappoint Srinivasan Ravi (DIN:01257716) as The proposed remuneration is reasonable compared to the size and scale of
CRAFTSMAN AUTOMATION
21-Jun-2021 AGM Management Chairperson and Managing Director for five years For For operations. Going ahead, the management has assured to decide and communicate
LTD.
from 1 October 2021 and fix his remuneration on the cap to be put on the variable pay in absolute amount.
Q1
Reappoint Ravi Gauthamram (DIN: 06789004) as The proposed remuneration is reasonable compared to the size and scale of
CRAFTSMAN AUTOMATION
21-Jun-2021 AGM Management Whole Time Director for five years from 1 October For For operations. Going ahead, the management has assured to decide and communicate
LTD.
Q1 2021 and fix his remuneration on the cap to be put on the variable pay in absolute amount.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Udai Dhawan, 48, is Founding Partner and Head of India Private Equity at Affirma
Capital. He has been on the board of the company since 25 November 2016 as a
nominee director of Marina III (Singapore) Pte Limited, a fund managed by
Affirma Capital, which owns 5. 5% equity stake in the company. As per Articles of
Association, Marina III (Singapore) Pte Limited has a right to nominate a director
Appoint Udai Dhawan (DIN: 03048040) as Non-
CRAFTSMAN AUTOMATION subject to the approval of such right of nomination of a director via a special
21-Jun-2021 AGM Management Executive Non-Independent Director, liable to retire For For
LTD. resolution passed in the first general meeting held post the completion of the
by rotation
company’s IPO. He attended 89% (8 out of 9) board meetings in FY21. His
appointment as non-executive non-independent director, liable to retire by rotation
meets all statutory requirements. While he is on the board of several other
companies in which Affirma Capital is an investor, we expect that these will likely
fold into his job description.
Q1
CRAFTSMAN AUTOMATION Ratify remuneration of Rs. 400,000 to S.Mahadevan The total proposed remuneration for cost auditors in FY22 is reasonable compared
LTD. & Co., Cost Accountants for FY22 to the size and scale of operations.
Q1
NIPPON LIFE INDIA ASSET Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
MANAGEMENT LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
value Rs. 10. 0 for the year ended 31 March 2021. The company paid interim
Confirm payment of interim dividend of Rs. 3.0 and
NIPPON LIFE INDIA ASSET dividend of Rs. 3. 0 per equity share. The total dividend for FY21 will aggregate to
22-Jun-2021 AGM Management declare final dividend of Rs. 5.0 per equity share For For
MANAGEMENT LTD. Rs. 8. 0 per share (compared to Rs. 5. 0 per share in FY20), with a total outflow of
(face value Rs. 10.0) for FY21
~ Rs. 4. 9 bn. The dividend payout ratio for the year is 75. 4% of the standalone
Q1 PAT.
Kazuyuki Saigo, 56, is the Managing Executive Officer, Regional CEO for Asia
Pacific for Nippon Life Insurance Co. He has been with Nippon Life Insurance
since 1988. He holds a Bachelor of Law degree from, The University of Tokyo and
NIPPON LIFE INDIA ASSET Reappoint Kazuyuki Saigo (DIN: 08748422) as LLM degree from, University of Michigan Law School. He has been on the board
MANAGEMENT LTD. Non-Executive Director, liable to retire by rotation since 8 June 2020. He has attended all board meetings (7 out of 7) held during his
tenure in FY21. We note he is on the board of several other Nippon Life Insurance
group companies; we expect that these will likely fold into his job description. He
retires by rotation. His reappointment is in line with statutory requirements.
Q1
In Ajay Patel’s current role as Head – Banking Operations, he is responsible for all
banking relationships, fund administration, securities settlement, audits & SEBI
Inspections for operations. We estimate Ajay Patel’s FY22 remuneration to be Rs.
12. 5 mn. His remuneration is commensurate to the size and complexity of the
NIPPON LIFE INDIA ASSET Reappoint Ajay Patel as Manager from 1 July 2021
22-Jun-2021 AGM Management For For business. His variable pay is open-ended and at the discretion of the board. We
MANAGEMENT LTD. till 2 January 2024 and fix his remuneration
expect companies to cap the absolute variable pay and stock options that may be
granted to directors, with granular disclosures on performance metrics that
determine variable pay. Notwithstanding, Ajay Patel is a professional whose skills
carry a market value.
Q1
Sundeep Sikka was reappointed as the ED & CEO of the company for five years
from 22 April 2021, it was sought prior to the end of FY21 with another resolution
seeking to approve his remuneration for FY21, which exceeded maximum
remuneration. After the end of FY21, the NRC has revised his remuneration
structure, including increase in fixed salary to Rs. 38. 6 mn from 35. 1 mn and
Approve revision in remuneration of Sundeep Sikka
NIPPON LIFE INDIA ASSET classifying perquisites separately. We estimate Sundeep Sikka’s FY22 pay to be Rs.
22-Jun-2021 AGM Management (DIN: 02553654), ED & CEO for five years with For For
MANAGEMENT LTD. 206. 6 mn. His proposed remuneration is comparable to peers and commensurate to
effect from 22 April 2021
the complexity of the business. His variable pay is open-ended and at the discretion
of the board. We expect companies to cap the absolute variable pay and stock
options that may be granted to directors, with granular disclosures on performance
metrics that determine variable pay. Notwithstanding, he is a highly experienced
executive of the industry whose skills carry a market value.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
22-Jun-2021 HINDUSTAN UNILEVER LTD. AGM Management For For
31 March 2021 financial statements are in accordance with generally accepted accounting policies
The total dividend outflow including dividend tax for FY21 is Rs. 95. 2 bn. HUL
Ratify interim dividend of Rs. 14 per share and a has paid a special dividend of Rs 9. 5 per share which accounts for Rs. 22. 3 bn of
special dividend of Rs. 9.5 per share and declare the total outflow. The special dividend paid is in accordance the Scheme of
final dividend of Rs. 17 per share of face value Re. Arrangement of 2016, which was approved by NCLT in 2018, to reclassify and
1.0 each transfer balance in General Reserve account to the Profit and Loss account. The
Q1 dividend pay-out ratio for FY21 is 119. 7%.
Dev Bajpai, 55, is Executive Director, Legal and Corporate Affairs. He has
22-Jun-2021 HINDUSTAN UNILEVER LTD. AGM Management Reappoint Dev Bajpai (DIN: 00050516) as Director For For attended all board meetings during FY21. He retires by rotation and his
Wilhelmus Uijen, 46, is Executive Director, Supply Chain. He has attended all
Reappoint Wilhemus Uijen (DIN: 08614686) as
22-Jun-2021 HINDUSTAN UNILEVER LTD. AGM Management For For board meetings during FY21. He retires by rotation and his reappointment is in line
Director
Ritesh Tiwari, 45, was appointed Executive Director, Finance & CFO from 1 May
Reappoint Ritesh Tiwari (DIN: 05349994) as
22-Jun-2021 HINDUSTAN UNILEVER LTD. AGM Management For For 2021. He retires by rotation and his reappointment is in line with statutory
Director
Q1 requirements.
Approve remuneration of Rs 1.2 mn for RA & Co. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q1 as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Adoption of standalone financial statements for the of COVID-19 pandemic on the financial statements. Except for the COVID related
22-Jun-2021 INDIAN HOTELS CO. LTD. AGM Management For For
year ended 31 March 2021 issues, the auditors are of the opinion that the financial statements are prepared in
accordance with the generally accepted accounting principles.
Q1
Adoption of consolidated financial statements for of COVID-19 pandemic on the financial statements. Except for the COVID related
the year ended 31 March 2021 issues, the auditors are of the opinion that the financial statements are prepared in
Q1
Declare final dividend of Rs. 0.4 per equity share The company has proposed a final dividend of Rs. 0. 4 per equity share for FY21.
Q1 (face value Rs. 1.0) The total dividend outflow for FY21 is Rs. 475. 5 mn.
Puneet Chhatwal, 57, Managing Director and CEO of IHCL, has been on the board
Reappoint Puneet Chhatwal (DIN: 07624616) as
22-Jun-2021 INDIAN HOTELS CO. LTD. AGM Management For For since November 2017. He retires by rotation and his reappointment is in line with
Puneet Chhatwal’s FY21 remuneration aggregated Rs. 72. 3 mn, 50% lower than
Approve payment of minimum remuneration and FY20 and inclusive of an incentive pay of Rs. 32. 4 mn. The waiver sought is for
waiver of excess remuneration paid/payable to Rs. 59. 0 mn, in excess of the regulatory limits. IHCL’s FY21 revenues were
Puneet Chhatwal (DIN: 07624616), Managing severally curtailed on account of the COVID-19 outbreak, on account of which the
Director & CEO for FY21 waiver is being sought. Puneet Chhatwal has accepted a pay reduction in FY21 and
his FY21 remuneration is lower than global peers.
Q1
The financial performance of the company, given the ongoing pandemic, is likely to
remain subdued in the near term. In the event of no profits / inadequate profits,
Approve payment of minimum remuneration to
Puneet Chhatwal will continue to be paid a minimum remuneration for FY22 and
Puneet Chhatwal (DIN: 07624616), Managing
22-Jun-2021 INDIAN HOTELS CO. LTD. AGM Management For For FY23, proposed at Rs. 91. 6 mn and Rs. 60. 3 mn respectively, in line with the
Director & CEO from FY22 till the end of tenure on
terms approved by shareholders at the 2018 AGM. It is also commensurate with the
5 November 2022
overall size and complexity of the business, his experience and skill set and
comparable to global industry peers.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
As per the amendments notified by the Ministry of Corporate Affairs on 18 March

2021, the company may now pay a fixed remuneration to its Non- Executive
Directors and Independent Directors, in the event of no profits or inadequate profits.
Approve payment of commission to Non-Executive The notification has prescribed limits for remuneration payable. As per prescribed
Directors in the event of no profits/inadequate limits, the maximum commission payable by the company in the event of no profits
profits for three years from FY21 as per regulatory or inadequate profits is Rs. 24. 6 mn in aggregate to all non-executive directors. For
limits FY21, the company proposes to pay a commission of Rs. 19. 0 mn, a 15. 5%
decline over FY20. The proposed commission is commensurate with the value
rendered by the Non-Executive Directors and is a compensation for their time and
effort invested in the company.
Q1
Approve preferential issue of equity shares and
Of the proposed capital raise of Rs. 40. 0 bn, Rs. 32. 0 bn will be through issuance
subscription share warrants aggregating to Rs. 40.0
of equity shares and Rs. 8. 0 bn through subscription share warrants. Positive for the
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management bn to associates of the Carlyle Group and other For For
company's prospect in current difficult scenario to raise capital and this will be big
investors, which will ultimately lead to a promoter
boost for growth in coming years.
Q1 change
The insertion of article 86A provides promoters the right to nominate two directors
on the board given the shareholding is 20% or more; if the shareholding falls below
20% this right falls off. This ensures adequate representation of a major shareholder
Approve the insertion of Article 86A and the on the board. Further, these nominees are liable to retire by rotation, ensuring
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management replacement of Article 110 of the Articles of For For investors have a say on their re-appointment. The replacement of Article 110 will
Association (AOA) permit a shareholder who holds at least 40% of the share capital of the company on
a fully diluted basis the right to appoint the Chairperson of the board. We take
comfort from the fact that if the shareholding of such shareholders falls below 40%
then such rights shall be terminated.
Q1
Appoint Hardayal Prasad (DIN: 08024303) as
Hardayal Prasad, 60 was first appointed on the board on 10 August 2021. He was
Managing Director and Chief Executive Officer for
associated with the State Bank of India for about three decades across various
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management a period of three years from 10 August 2020 to 9 For For
leadership roles in India and internationally. He was also the MD of SBI Cards and
August 2023 and fix his remuneration as minimum
was instrumental in its IPO. No concern identified.
Q1 remuneration
Neeraj Vyas, 63, was first appointed on the board as an for a period of five years
from April 2019. However, the board subsequently him as the interim MD and
Appoint Neeraj Vyas (DIN: 07053788) as Non- CEO on 28 April 2020 on cessation of Sanjaya Gupta’s term as MD on 4 May
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management Executive Non-Independent Director from 1 For For 2020. With the appointment of Hardayal Prasad as the MD and CEO from 10
September 2020, liable to retire by rotation August 2020, the board seeks approval to appoint Neeraj Vyas as a non-executive
non-independent director from 1 September 2020. He is liable to retire by rotation
and his appointment meets all statutory requirements.
Q1
Sudarshan Sen, 62, is former Executive Director of the Reserve Bank of India in
charge of regulations of banks and non-banking financial companies. His career
with the regulator spans over 36 years. He has extensive experience in areas
Appoint Sudarshan Sen (DIN: 03570051) as an
including bank regulation, bank supervision, fintech regulation, currency
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management Independent Director for a period of five years from For For
management and information technology. He was also a member of the committee
1 October 2020 to 30 September 2025
that drafted and reviewed India’s Insolvency and Bankruptcy Code. His
appointment as independent director for a period of five years is in line with
Kapil Modi, 36, is the nominee of Quality Investment Holdings, an associate of the
Appoint Kapil Modi (DIN: 07055408) as Non-
Carlyle Group. He is an experienced investment advisor and Director in Carlyle
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management Executive Nominee Director from 1 October 2020, For For
India. He is liable to retire by rotation and his appointment as a non-executive
nominee director meets all statutory requirements.
Q1
Chandrasekaran Ramakrishnan, 63, is the Co-founder of Cognizant India, retiring
Reappoint Chandrasekaran Ramakrishnan
as Executive Vice-Chairperson of Cognizant India. He was instrumental in growing
(DIN:00580842) as an Independent Director for a
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management For For Cognizant’s global footprint. While we support his reappointment, we believe
second term of five years from 7 October 2020 to 6
shareholder approval for his reappointment should have been sought on or before
October 2025
the completion of his first term as Independent Director.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajneesh Karnatak, 51, was first appointed on the board on 19 January 2021 and
will represent Punjab National Bank on the board. He is currently the Chief General
Appoint Rajneesh Karnatak (DIN: 08912491) as Manager at Punjab National Bank heading the credit review and monitoring
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management Non-Executive Nominee Director from 19 January For For division. He has extensive banking experience of 26 years with Oriental bank of
2021, liable to retire by rotation Commerce across credit monitoring, digital banking and corporate credit. He is
liable to retire by rotation and his appointment as a Non-Executive Nominee
Director meets all statutory requirements.
Q1
Reappoint Nilesh Vikamsey (DIN: 00031213) as
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management Independent Director for a second term of five years For For Reappointment. No concern identified.
Q1 from 22 April 2021 to 21 April 2026
Ms. Gita Nayyar, 57, is a former Senior Advisor to Fulcrum Ventures Private
Appoint Ms. Gita Nayyar (DIN:07128438) as an
Limited, a private equity firm. She has expertise in fields like corporate banking,
22-Jun-2021 PNB HOUSING FINANCE LTD EGM Management Independent Director for a period of three years For For
wealth management, investment banking and fund raising. Her appointment as an
from 29 May 2021 to 28 May 2024
Independent Director meets all statutory requirements.
Q1
We have relied upon the auditors’ report, which has placed an emphasis of matter
regarding the accounting for merger of wholly owned subsidiaries: the auditors’
Adoption of standalone financial statements for the
24-Jun-2021 RELIANCE INDUSTRIES LTD. AGM Management For For opinion is not modified in respect of this matter. Based on the auditors’ report,
year ended 31 March 2021
which is unqualified, the financial statements are in accordance with generally
accepted accounting policies and Indian Accounting Standards (IND-AS).
Q1
Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
24-Jun-2021 RELIANCE INDUSTRIES LTD. AGM Management For For
the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Declare dividend of Rs. 7.0 per equity share of face
value Rs. 10.0 each and pro-rata dividend per partly The total dividend outflow for FY21 is Rs. 44. 5 bn and the dividend payout ratio is
paid-up equity shares issued as part of the rights 13. 9%.
Q1 issue
Nikhil Meswani, 55, is a whole-time director of the company and is responsible for
Reappoint Nikhil Meswani (DIN: 00001620) as the petrochemical division, corporate affairs and group taxation. He attended 100%
Director, liable to retire by rotation (8 out of 8) board meetings held in FY21. He retires by rotation and his
reappointment is in line with statutory requirements.
Q1
Pawan Kumar Kapil, 75, is a whole-time director of the company heading Group
Reappoint Pawan Kumar Kapil (DIN: 02460200) as
24-Jun-2021 RELIANCE INDUSTRIES LTD. AGM Management For For Manufacturing Services. He attended 100% (8 out of 8) board meetings held in
FY21. He retires by rotation and his reappointment meets all statutory requirements.
Q1
Dr. Shumeet Banerji, 61, is the founder of Condorcet, LP – an advisory and
investment firm specializing in developing early-stage companies. He previously
Reappoint Dr. Shumeet Banerji (DIN: 02787784) as worked with Booz & Company, a consulting firm. He was appointed an
24-Jun-2021 RELIANCE INDUSTRIES LTD. AGM Management an Independent Director for a second term of five For For Independent Director of RIL on 21 July 2017. The company proposes to reappoint
years from 21 July 2022 to 20 July 2027 him as an Independent Director for a second term of five years from 21 July 2022.
He attended 88% (7 out of 8) board meetings In FY21. His reappointment as an
Q1
Ratify payment of aggregate remuneration of Rs. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q1 7.0 mn to cost auditors for FY22 reasonable compared to the size and scale of operations.
RELIANCE INDUSTRIES LTD. Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
(PARTLY PAID) the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
regarding the accounting for merger of wholly owned subsidiaries: the auditors’
RELIANCE INDUSTRIES LTD. Adoption of standalone financial statements for the
24-Jun-2021 AGM Management For For opinion is not modified in respect of this matter. Based on the auditors’ report,
(PARTLY PAID) year ended 31 March 2021
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Declare dividend of Rs. 7.0 per equity share of face
RELIANCE INDUSTRIES LTD. value Rs. 10.0 each and pro-rata dividend per partly The total dividend outflow for FY21 is Rs. 44. 5 bn and the dividend payout ratio is
(PARTLY PAID) paid-up equity shares issued as part of the rights 13. 9%.
Q1 issue
Nikhil Meswani, 55, is a whole-time director of the company and is responsible for
RELIANCE INDUSTRIES LTD. Reappoint Nikhil Meswani (DIN: 00001620) as the petrochemical division, corporate affairs and group taxation. He attended 100%
(PARTLY PAID) Director, liable to retire by rotation (8 out of 8) board meetings held in FY21. He retires by rotation and his
Q1
Pawan Kumar Kapil, 75, is a whole-time director of the company heading Group
RELIANCE INDUSTRIES LTD. Reappoint Pawan Kumar Kapil (DIN: 02460200) as
24-Jun-2021 AGM Management For For Manufacturing Services. He attended 100% (8 out of 8) board meetings held in
(PARTLY PAID) Director, liable to retire by rotation
FY21. He retires by rotation and his reappointment meets all statutory requirements.
Q1
Dr. Shumeet Banerji, 61, is the founder of Condorcet, LP – an advisory and
investment firm specializing in developing early-stage companies. He previously
Reappoint Dr. Shumeet Banerji (DIN: 02787784) as worked with Booz & Company, a consulting firm. He was appointed an
RELIANCE INDUSTRIES LTD.
24-Jun-2021 AGM Management an Independent Director for a second term of five For For Independent Director of RIL on 21 July 2017. The company proposes to reappoint
(PARTLY PAID)
years from 21 July 2022 to 20 July 2027 him as an Independent Director for a second term of five years from 21 July 2022.
He attended 88% (7 out of 8) board meetings In FY21. His reappointment as an
Q1
RELIANCE INDUSTRIES LTD. Ratify payment of aggregate remuneration of Rs. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q1 (PARTLY PAID) 7.0 mn to cost auditors for FY22 reasonable compared to the size and scale of operations.
SHRIRAM TRANSPORT Adoption of standalone financial statements for the of COVID-19 pandemic on the financial statements. Except for the COVID related
FINANCE CO. LTD. year ended 31 March 2021 issues, the auditors are of the opinion that the financial statements are prepared in
Q1
SHRIRAM TRANSPORT Adoption of consolidated financial statements for of COVID-19 pandemic on the financial statements. Except for the COVID related
FINANCE CO. LTD. the year ended 31 March 2021 issues, the auditors are of the opinion that the financial statements are prepared in
Q1
To confirm payment of interim dividends of Rs. The total dividend for FY21 will aggregate to Rs. 18. 0 per share, with a total
SHRIRAM TRANSPORT
24-Jun-2021 AGM Management 12.0 and declare final dividend of Rs. 6.0 per equity For For outflow of Rs. 4. 6 bn. The dividend payout ratio for the year is 18. 7% of the
FINANCE CO. LTD.
Q1 share (face value Rs.10) for FY21 standalone PAT.
D V Ravi, 56, is MD of Shriram Capital Limited, a promoter company. He is a

Reappoint D V Ravi (DIN: 00171603) as Non-
SHRIRAM TRANSPORT promoter representative and is currently a non-executive director on the company’s
FINANCE CO. LTD. board. He has attended 100% (9 out of 9) board meetings in FY21. He retires by
by rotation
rotation and his reappointment is in line with all statutory requirements.
Q1
SHRIRAM TRANSPORT To fix remuneration of joint auditors, Haribhakti & The proposed remuneration is commensurate with the size and complexity of the
Q1 FINANCE CO. LTD. Co. at Rs. 6.2 mn for FY21 business.
The proposed remuneration is commensurate with the size and complexity of the
SHRIRAM TRANSPORT To fix remuneration of joint auditors, Pijush Gupta
24-Jun-2021 AGM Management For For business. Pijush Gupta & Co have audited the financial statements of Shriram City
FINANCE CO. LTD. & Co. at Rs. 3.7 mn for FY21
Q1 Union Finance Ltd (from 1999 till 2017).
The proposed fund raised will help the company to augment the long-term
resources for meeting funding requirements of its business activities, growth
opportunities, general corporate purposes and other purposes including effectively
facing challenges of the uncertainties and disruptions caused by COVID-19
SHRIRAM TRANSPORT Approve issuance of equity or equity linked
24-Jun-2021 AGM Management For For pandemic. If the company raises the entire amount at the current market price of Rs.
FINANCE CO. LTD. securities up to Rs. 40.0 bn
1428. 4 per equity share, the company will have to issue ~28. 0 mn shares, resulting
in a dilution of 9. 96% on the post issuance share capital. The capital raised will
provide a buffer to absorb potential impact arising from any deterioration in asset
quality, while ensuring that its capital adequacy is within regulatory norms.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
In the last five years, the company paid commission to independent directors
Approve commission to independent directors up to
aggregating Rs. 2. 5 mn to 4. 0 mn, which is between 0. 01% and 0. 02% of
SHRIRAM TRANSPORT Rs. 7.5 mn in aggregate or 1% of net profits,
24-Jun-2021 AGM Management For For standalone PBT each year. The proposed commission to independent directors is
FINANCE CO. LTD. whichever is lower for three years from 1 April
reasonable and in-line with market practices. The company has capped the
2022
commission in absolute amounts, which is a good practice.
Q1
Umesh Revankar has been elevated as Vice Chairperson and Managing Director
Approve elevation and redesignation of Umesh and as a matter of abundant caution, the company is seeking shareholder approval
SHRIRAM TRANSPORT Revankar (DIN: 00141189) as Vice Chairperson for the same. All other terms of his appointment and remuneration will remain same
FINANCE CO. LTD. and Managing Director from 1 April 2021 till the as approved in the 2019 AGM. He received Rs. 9. 7 mn as remuneration in FY21.
end of his term on 25 October 2024 We expect the company to remain judicious in deciding the actual remuneration
payouts, as it has been in the past.
Q1
Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
24-Jun-2021 RALLIS INDIA LTD. AGM Management For For
year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
To declare final dividend of Rs.3.0 per equity share value Re. 1. 0 for FY21, as against a final divided of Rs. 2. 5 for FY20. The total
of face value of Re.1.0 for FY21 dividend outflow for FY21 is Rs. 583. 4 mn and the dividend payout ratio is 25. 5%
Q1 of standalone PAT.
Bhaskar Bhat, 66 represents Tata Sons on the board. He has been on board as Non-
Reappoint Bhaskar Bhat (DIN: 00148778) as Non- Executive Chairperson since October 2015. He was previously the Managing
24-Jun-2021 RALLIS INDIA LTD. AGM Management Executive Non-Independent Director, liable to retire For For Director of Titan Company Limited. He attended 100% (7/7) board meetings held
by rotation in FY21. He retires by rotation and his reappointment is in line with statutory
Q1 requirements.
Dr. C. V. Natraj, 67 is a technical advisor to the Indian Institute of Science. He was
Reappoint Dr. C. V. Natraj (DIN: 07132764) as appointed as Independent director on board for five years starting from 22 July 2016
24-Jun-2021 RALLIS INDIA LTD. AGM Management Independent Director for five years from 22 July For For at the 2017 AGM. He attended 100% board meetings (7/7) held in FY21. His
2021 reappointment for another term of five years is in line with the statutory
Q1 requirements.
Padmini Khare Kaicker, 56 is the Managing Partner at B. K. Khare & Co, an Indian
accounting firm. She is a qualified Chartered Accountant and a Certified Public
Reappoint Ms. Padmini Khare Kaicker (DIN:
Accountant. She was last appointed as Independent director on board for five years
24-Jun-2021 RALLIS INDIA LTD. AGM Management 00296388) as Independent Director for five years For For
starting from 22 July 2016 at the 2017 AGM. She attended 100% (7/7) board
from 22 July 2021
meetings held in FY21. Her reappointment is in line with the statutory
Q1 requirements.
Ratify remuneration of Rs. 500,000 payable to D. C. The total remuneration proposed is reasonable compared to the size and scale of the
Q1 Dave & Co, as cost auditors for FY22 company’s operations.
TATA CONSUMER Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
PRODUCTS LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
TATA CONSUMER Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
PRODUCTS LTD. the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The company has declared a final dividend of Rs. 4. 05 per equity share of face
TATA CONSUMER Declare final dividend of Rs. 4.05 per share of face
25-Jun-2021 AGM Management For For value Re. 1. 0 for the year ended 31 March 2021, a 50% increase over FY20. The
PRODUCTS LTD. value Re.1.0 each for FY21
total dividend outflow will be Rs. 3. 7 bn. The dividend pay-out ratio is 60. 2%.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation

Chairperson of Tata Sons, and he also chairs the boards of other Tata group
TATA CONSUMER Reappoint N. Chandrasekaran (DIN: 00121863) as
25-Jun-2021 AGM Management For For companies. He was first appointed on the board of the company on 3 July 2017. He
PRODUCTS LTD. Director, liable to retire by rotation
has attended all six board meetings held in FY21. He retires by rotation. His
Q1
TATA CONSUMER Ratify remuneration of Rs. 420,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
Q1 PRODUCTS LTD. Shome & Banerjee, as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
P. B. Balaji, 51, is the Group Chief Financial Officer of Tata Motors Limited. He
has over two decades of experience in the corporate space. In addition to Tata
Appoint P. B. Balaji (DIN:02762983) as Non- Motors, in the past he has held various positions at Hindustan Unilever, as a result
TATA CONSUMER
25-Jun-2021 AGM Management Executive Non-Independent Director, from 8 For For is well versed with the FMCG sector. He is liable to retire by rotation and his
PRODUCTS LTD.
August 2020, liable to retire by rotation appointment is in line with statutory requirements. He has attended 67% (2 out of 3)
meetings held during his tenure in FY21: we expect directors to attend all board
Q1 meetings.
KANSAI NEROLAC PAINTS Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
LTD. 31 March 2021 financial statements are in accordance with generally accepted accounting policies
To confirm interim dividend of Rs 1.25 per share The company paid an interim dividend of Rs 1. 25 per share and has declared a final
KANSAI NEROLAC PAINTS and declare final dividend of Rs. 4.0 per share dividend of Rs. 4. 0 per equity share which includes special dividend of Rs 2. 0 per
LTD. which includes special dividend of Rs. 2.0 per share share of face value Re. 1. 0 for the year ended 31 March 2021. The total dividend
(face value Re.1) outflow will be Rs. 2. 8 bn. The dividend pay-out ratio is 53. 3%.
Q1
Anuj Jain, 52, was appointed as Whole-time Director on 1 April 2018. He has
KANSAI NEROLAC PAINTS Reappoint Anuj Jain (DIN: 08091524) as Director,
25-Jun-2021 AGM Management For For attended all board meetings held during FY21. He retires by rotation and his
LTD. liable to retire by rotation
Hitoshi Nishibayashi, 57, is a nominee of Kansai Paint Company Limited, Japan

Reappoint Hitoshi Nishibayashi (DIN: 03169150) (KPJ). He is Executive Officer of Corporate Business Development Division at
KANSAI NEROLAC PAINTS
25-Jun-2021 AGM Management as Non-Executive Non-Independent Director, liable For For KPJ. He was Non-Executive Director of the company from 30 July 2010 till 22 July
LTD.
to retire by rotation 2014 and reappointed to the board on 29 July 2019. He has attended all board
meetings in FY21. His appointment is in line with statutory requirements.
Q1
KANSAI NEROLAC PAINTS Ratify remuneration of Rs. 250,000 for D. C. Dave The total remuneration proposed to be paid to the cost auditors in FY22 is
Q1 LTD. & Co. as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
SECURITY AND
25-Jun-2021 INTELLIGENCE SERVICES AGM Management For For
(INDIA) LTD
Rituraj Kishor Sinha, 40, is the Group Managing Director and is associated with the
SECURITY AND
Reappoint Rituraj Kishore Sinha (DIN: 00477256) company since 2002. He is a promoter director and was first appointed on the board
25-Jun-2021 INTELLIGENCE SERVICES AGM Management For For
as Director on 24 April 2017. He has attended all board meetings in FY21. He retires by
(INDIA) LTD
rotation. His reappointment meets all statutory requirements.
Q1
SECURITY AND Arvind Kumar Prasad, 64, was first appointed on the board on 24 April 2017. He is
Reappoint Arvind Kumar Prasad (DIN: 02865273)
25-Jun-2021 INTELLIGENCE SERVICES AGM Management For For Director - Finance of the company. He has attended all board meetings in FY21. He
as Director
(INDIA) LTD retires by rotation. His reappointment is in line with statutory requirements.
Q1
Arvind Kumar Prasad, 64, was appointed on the board on 24 April 2021 for a
period of five years with a remuneration of Rs. 4. 8 mn which was subsequently
revised to Rs. 5. 2 mn in the AGM of 2018 and further to Rs. 5. 5 mn in the AGM
SECURITY AND To revise remuneration to Arvind Kumar Prasad of 2019. The company seeks approval to revise his remuneration to Rs. 5. 8 mn per
25-Jun-2021 INTELLIGENCE SERVICES AGM Management (DIN:02865273), as Director-Finance effective 1 For For annum. Arvind Kumar Prasad’s estimated remuneration for FY22 is Rs. 5. 8 mn
(INDIA) LTD June 2021 till end of his term on 23 April 2022 (including retirals). His proposed remuneration is reasonable given the size and
complexity of the business and in line with peers. Moreover, he is a professional
and his skills have a market value. The company must include an element of
variable pay in his remuneration to link pay with company performance.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
25-Jun-2021 TATA ELXSI LTD. AGM Management For For
Approve final dividend of Rs. 24.0 and a special
The total dividend payout for FY21 is Rs. 2. 9 bn and the dividend payout ratio is
25-Jun-2021 TATA ELXSI LTD. AGM Management dividend of Rs. 24.0 per equity share (face value Rs. For For
81. 2%.
Q1 10) for FY21
Reappoint N Ganapathy Subramaniam (DIN: N Ganapathy Subramaniam, 62, is the chairperson of the board and has served on
25-Jun-2021 TATA ELXSI LTD. AGM Management 07006215) as Non-Executive Non- Independent For For the board for the past seven years. He has attended all board meetings during FY21.
Director He retires by rotation and her reappointment is in line with statutory requirements.
Q1
Dr. Anurag Kumar, 66, is former Director, Indian Institute of Sciences. He was a
former member of technical staff in AT&T Bell laboratories. He joined IISc as a
Appoint Dr. Anurag Kumar (DIN: 03403112) as faculty member in the ECE Department, became a professor in 1996, and was the
25-Jun-2021 TATA ELXSI LTD. AGM Management Independent Director for five years from 15 For For Director of IISc during 2014-2020. He has strong experience in the area of
November 2020 communications networking and distributed systems. He holds a B. Tech. Degree in
Electrical Engineering from IIT Kanpur and a Ph. D. From Cornell University. His
Q1
Reappoint Sudhakar Rao (DIN: 00267211) as Sudhakar Rao, 72, is a retired IAS officer and has been on the board of Tata Elxsi
25-Jun-2021 TATA ELXSI LTD. AGM Management Independent Director from 1 August 2021 till 2 For For Limited since August 2016. He has attended all board meetings held in FY21. His
September 2024 reappointment as Independent Director is in line with statutory requirements.
Q1
The commission paid in the past to Non-Executive Directors in reasonable and in
Approve payment of commission to non-executive
25-Jun-2021 TATA ELXSI LTD. AGM Management For For line with market practices: ranging from 0. 6% to 0. 9% of profit before tax over the
directors upto 1% of net profits from FY22
Q1 past five years.
JLR is a subsidiary of Tata Motors Limited which is an associate of the promoter –

Tata Sons Private Limited. Shareholders had approved amendments to the Articles
of Association in December 2020 giving board nomination rights to Tata Sons
Private Limited. Consequently, Tata Elxsi Limited is classified as a subsidiary of
Tata Sons Private Limited (w. E. F. 1 December 2020) and JLR is now being
treated as a related party. Tata Elxsi Limited acts as an R&D Centre for JLR’s new
vehicle programs and provides niche product design expertise and engineering
Approve related party transactions with Jaguar Land
services in the areas of mechanical, electronics, software development and complete
25-Jun-2021 TATA ELXSI LTD. AGM Management Rover Limited (JLR), a group company for FY22 For For
vehicle program management. The transactions are operational in nature, will be
and FY23 upto Rs 2.5 bn per year
carried out at arm’s length and will be in the ordinary course of business. Under
regulations, JLR was not classified as a related party till December 2020. Therefore,
the company was not legally required to seek shareholder approval for material
RPTs with JLR. Notwithstanding, since JLR and Tata Elxsi Limited have been a
part of the Tata group of companies since 2008, the company should have sought
approval for any material RPTs with JLR in the previous years as well: in line with
the spirit of the regulation.
Q1
We have relied upon the auditors’ report. Except for the COVID-19 pandemic
Adoption of financial statements for the year ended related issues raised, the auditors are of the opinion that the financial statements are
25-Jun-2021 STATE BANK OF INDIA AGM Management For For
31 March 2021 prepared in accordance with the generally accepted accounting principles and
Indian Accounting Standards (IND-AS).
Q1
ICICI PRUDENTIAL LIFE Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
INSURANCE COMPANY LTD statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
ICICI PRUDENTIAL LIFE Declare final dividend of Rs. 2.0 per equity share The dividend payout for FY21 aggregates to ~Rs. 2. 9 bn. Payout ratio is 29. 9% of
INSURANCE COMPANY LTD (face value Rs. 10.0) for FY21 the standalone PAT.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Anup Bagchi, 51, is an executive director on the board of ICICI Bank since 1
February 2017. He heads the Retail banking division at the Bank. He also heads the
Reappoint Anup Bagchi (DIN: 00105962) as Non-
ICICI PRUDENTIAL LIFE ICICI Foundation for Inclusive Growth, the CSR arm of the ICICI Group. He has
INSURANCE COMPANY LTD been with the ICICI group since 1992. He has attended all board meetings held in
by rotation
FY21. He retires by rotation. His reappointment is in line with statutory
Q1 requirements.
The company proposes to reappoint Walker Chandiok & Co. LLP for another
period of five years starting from the 2021 AGM, which will complete their tenure
of ten years as per provisions of Section 139 of Companies Act 2013. Their
Reappoint Walker Chandiok & Co. LLP as joint
reappointment is in line with statutory requirements. The proposed remuneration for
statutory auditors for five years from FY22 and
ICICI PRUDENTIAL LIFE the joint auditors for FY22 is Rs. 10. 89 mn each i. E. , a total remuneration of Rs.
25-Jun-2021 AGM Management approve remuneration of Rs. 10.89 mn each to be For For
INSURANCE COMPANY LTD 21. 78 mn plus applicable taxes and reimbursement of out-of-pocket expenses
paid to joint statutory auditors Walker Chandiok Co.
(subject to 5% of audit remuneration). For FY21, the remuneration for joint
LLP and BSR & Co. LLP for FY22
statutory auditors was Rs. 19. 8 mn plus out of pocket expenses (subject to a
maximum of 5% of the audit remuneration). The proposed remuneration is
reasonable and commensurate with the size and operations of the company.
Q1
Wilfred John Blackburn, 55, is the Regional CEO, Insurance Growth Markets at
Prudential Corporation Asia. He is responsible for 16 markets, across Asia and
Africa. Prior to this, he was the CEO of Prudential Assurance Company Singapore
(Prudential Singapore). Prior to joining Prudential, he was with Allianz for over 11
Appoint Wilfred John Blackburn (DIN: 08753207) years, where his roles included CEO of their life insurance joint ventures in China,
ICICI PRUDENTIAL LIFE
25-Jun-2021 AGM Management as Non-Executive Non-Independent Director from For For Thailand, and the Philippines. He has an MBA from the University of Bath and a B.
INSURANCE COMPANY LTD
29 August 2020, liable to retire by rotation Sc. -Mathematics from the University of Newcastle. He has attended all board
meetings held during his tenure in FY21. He represents Prudential Corporation
Holdings Ltd. On the board. He is on the board of other Prudential Corporation
Holdings Ltd. Group companies; we expect that these will likely fold into his job
description. His appointment is in line with statutory requirements.
Q1
Dilip Karnik, 71, was a practicing advocate from 1972 to 2001 and a Judge, High
Court of Bombay, from 2001 to 2012. He was also the president of the Pune Bar
Association. Since 2012, he has been an advocate. His reappointment is in line with
statutory requirements. Currently, he is on the board of three other listed companies
Reappoint Dilip Karnik (DIN: 06419513) as namely, Birla Corporation Limited, Vindhya Telelinks Ltd. And Universal Cables
25-Jun-2021 AGM Management Independent Director for five years from 29 June For For Ltd. The company has clarified that he is a retired judge, does not have a private
2021 practice, deals with selective assignments as a consultant or as a panel member on
arbitration cases appointed by the high court, which allows to him to devote
sufficient time to his responsibilities on the board. Further, he has attended 93%
board meetings (37 out of 40) and 96% committee meetings (53 out of 55) during
his tenure. He has attended all annual general meetings also.
Q1
Dilip Karnik, 71, will attain the age of 75 years during his proposed second term.
Approve continuation of Dilip Karnik (DIN:
ICICI PRUDENTIAL LIFE Amendments in SEBI’s LODR require directors having attained the age of 75 to be
25-Jun-2021 AGM Management 06419513) as Independent Director beyond the age For For
INSURANCE COMPANY LTD approved by shareholders through a special resolution. We do not consider age to
of 75 years
Q1 be an eligibility criterion for board memberships.
N. S. Kannan’s revised remuneration structure comprises an increase in basic

salary, allowances and retirals by 5%. We estimate N. S. Kannan’s FY22
Approve remuneration of N.S. Kannan (DIN:
ICICI PRUDENTIAL LIFE remuneration to be Rs. 184. 1 mn. ~70% of his pay comprises of variable pay, bulk
25-Jun-2021 AGM Management 00066009), Managing Director & CEO, with effect For For
INSURANCE COMPANY LTD of which is in the form of market price linked ESOPs. While his remuneration is
from 1 April 2021
higher than most peers, the proposed remuneration will be approved by IRDAI and
is in line with the size and complexity of the business.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
As on 31 March 2021, the exercised and exercisable options granted by the

company was 2. 06% against the capped limit of 2. 64%. Thus, the company has 0.
Approve increase in aggregate number of shares 58% of the total shares as of 31 March 2016, which translates to ~8. 2 mn options
issuable under the ICICI Prudential Life Insurance available to grant. The stock options granted to employees in the annual grants are
Company Limited – Employees Stock Option almost 0. 35%. Thus, the company does not have adequate limit to grant options
25-Jun-2021 AGM Management Scheme (2005) to up to 3.54% of the number of For For beyond FY22. The increase in the proposed limit will lead to an issue of ~12. 7 mn
shares issued as on 31 March 2016 from up to incremental options. Based on the company’s run rate of granting ~0. 35% of the
2.64% of the number of shares issued as on 31 issued shares as on 31 March 2016, the increase would give them sufficient
March 2016 headroom to grant ESOPs until FY25. Further, based on past practices and in line
with ICICI bank’s compensation policy, the company has granted ESOPs at market
price, aligning the grants with shareholder interest.
Q1
Ms. Gopika Pant, 60, is a lawyer and Co-Founder of Indian Law Partners (ILP).
She has over 35 years of legal experience and has significant experience in Indian
corporate and commercial laws: including cross border commercial transactions,
Appoint Ms. Gopika Pant (DIN: 00388675) as
private equity investments and exits, information technology, banking and finance,
25-Jun-2021 A B B INDIA LTD. Postal Ballot Management Independent Director for a period of three years For For
matters relating to nonbanking finance companies, corporate restructurings, real
w.e.f. 27 April 2021
property transactions, foreign investments into and outbound investments from
India and intellectual property law. Her appointment as Independent Director meets
all statutory requirements.
Q1
The company proposes to raise additional equity capital by way of QIP to QIBs for
an amount upto Rs 30. 0 bn for funding growth opportunities, capital expenditure,
meeting working capital requirements, pre-payment and/or repayment of
outstanding borrowings or other financial obligations, general corporate purposes or
Approve raising of funds upto Rs 30.0 bn by issue
other corporate exigencies. At current market price of Rs 1776. 2, the company will
25-Jun-2021 INTERGLOBE AVIATION LTD Postal Ballot Management of equity shares through Qualified Institutions For For
issue ~ 16. 9 equity shares to raise the entire proposed amount of Rs 30. 0 bn. The
Placement
proposed QIP will lead to a dilution of ~ 4. 2% on the expanded capital base. The
proposed issuance will be an insurance against uncertainties arising from the
COVID-19 pandemic. The capital raised will provide the company a buffer to
absorb potential impact arising from losses made due to reduced operations.
Q1
THYROCARE Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
TECHNOLOGIES LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
THYROCARE Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
TECHNOLOGIES LTD. the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
THYROCARE Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
THYROCARE Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
Declare final dividend of Rs. 15 per equity share
THYROCARE The total dividend outflow for FY21 is Rs. 1. 3 bn and the dividend payout ratio is
26-Jun-2021 AGM Management and confirm interim dividend of Rs. 10 per equity For For
TECHNOLOGIES LTD. 110. 4%.
Q1 share (face value Rs. 10 each)
Declare final dividend of Rs. 15 per equity share
THYROCARE The total dividend outflow for FY21 is Rs. 1. 3 bn and the dividend payout ratio is
26-Jun-2021 AGM Management and confirm interim dividend of Rs. 10 per equity For For
TECHNOLOGIES LTD. 110. 4%.
Q1 share (face value Rs. 10 each)
A Sundararaju, 63, is promoter and Executive Director & CFO of the company. He
THYROCARE Reappoint A. Sundararaju (DIN: 00003260) as
26-Jun-2021 AGM Management For For attended 100% (5 out of 5) board meetings held in FY21. He retires by rotation and
TECHNOLOGIES LTD. Director, liable to retire by rotation
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
A Sundararaju, 63, is promoter and Executive Director & CFO of the company. He
THYROCARE Reappoint A. Sundararaju (DIN: 00003260) as
26-Jun-2021 AGM Management For For attended 100% (5 out of 5) board meetings held in FY21. He retires by rotation and
Q1
The company proposes to appoint MSKA & Associates as statutory auditors for five
years in place of BSR & Co. LLP who have completed their tenure of ten years.
The company has not disclosed the profile of the statutory auditor as is required
Appoint MSKA & Associates as statutory auditors
THYROCARE under regulations. As per Regulation 36(5) of SEBI’s LODR 2015, companies are
26-Jun-2021 AGM Management for five years from FY22 and authorize the board to For For
TECHNOLOGIES LTD. mandated to disclose the terms of appointment/ reappointment of auditors,
fix their remuneration
including the remuneration payable to them. While the appointment is in line with
statutory requirements, the company should have disclosed the proposed audit fees
Q1 for FY22.
The company proposes to appoint MSKA & Associates as statutory auditors for five
years in place of BSR & Co. LLP who have completed their tenure of ten years.
The audit fee proposed is Rs 2. 85 mn to Rs. 3. 0 mn for statutory audit, limited
Appoint MSKA & Associates as statutory auditors
THYROCARE review, tax audit and out of pocket expenses. BSR & Co. LLP was paid a statutory
26-Jun-2021 AGM Management for five years from FY22 and authorize the board to For For
TECHNOLOGIES LTD. audit fee of Rs 4. 3 mn in FY21 and FY20. The proposed remuneration is
reasonable compared to the size and scale of the company’s operations. However,
given the reduction in audit fee, shareholders should engage with the company to
understand if there is a commensurate reduction in the scope of audit.
Q1
THYROCARE Ratify remuneration of Rs. 100,000 payable to S. The total remuneration proposed to be paid to the cost auditor in FY21 is
Q1 TECHNOLOGIES LTD. Thangavelu as cost auditor for FY21 reasonable compared to the size and scale of operations.
THYROCARE Ratify remuneration of Rs. 100,000 payable to S. The total remuneration proposed to be paid to the cost auditor in FY21 is
Q1 TECHNOLOGIES LTD. Thangavelu as cost auditor for FY21 reasonable compared to the size and scale of operations.
Approve Employees Stock Option Scheme 2020-21
THYROCARE This aligns management interest with shareholder interest and equity dilution is not
26-Jun-2021 AGM Management for grant of up to 40,429 options at face value (Rs. For For
TECHNOLOGIES LTD. high by grant of such options.
Q1 10 per share)
Approve Employees Stock Option Scheme 2020-21
THYROCARE This aligns management interest with shareholder interest and equity dilution is not
26-Jun-2021 AGM Management for grant of up to 40,429 options at face value (Rs. For For
TECHNOLOGIES LTD. high by grant of such options.
Q1 10 per share)
Krishnamurthy Iyer, 64, is former President & CEO of Walmart India. A retail
professional, with over 40 years of experience, he has worked in US, Japan,
Taiwan, Hong Kong, Philippines, Thailand and India. He has worked in companies
such as A S Watsons, Piramyd Retail, ANZ Grindlays Bank and Asian Paints. He
PROCTER & GAMBLE Appoint Krishnamurthy Iyer (DIN: 01726564) as
was the founder member of Retailers Association of India and a member of the
26-Jun-2021 HYGIENE & HEALTH CARE Postal Ballot Management Independent Director for five years from 1 For For
National Council till recently. He also served as Chairman of the Retail Committee
LTD. December 2020
of FICCI for 2 years during 2018 and 2019. He was the Chairperson of American
Chamber of Commerce in 2018-19. He holds a bachelor’s degree in Commerce and
is a qualified Chartered Accountant and Company Secretary. His appointment is as
per statutory requirements.
Q1
Presently, PDHHL sources a range of sanitary napkins from PGHPPL, under a toll
manufacturing arrangement which is proposed to be replaced with a contract
manufacturing arrangement. The company estimates an incremental pre-tax savings
Approve related party transactions up to Rs. 8.0 bn of approximately Rs. 100. 0 mn per year and elimination of carrying cost of
PROCTER & GAMBLE
per year for five years from FY22 with Procter & inventory of raw materials used in manufacturing the finished products sourced
26-Jun-2021 HYGIENE & HEALTH CARE Postal Ballot Management For For
Gamble Home Products Private Limited from PGHPPL. The transaction is operational in nature and will benefit the
LTD.
(PGHPPL), fellow subsidiary company from an optimized cost structure driven by scale efficiencies and without
having to commit capital upfront in setting up manufacturing facilities or blocking
operating capital in raw and packing material inventory. The firm has confirmed
that the proposed pricing mechanism will represent transactions at arm’s length.
Q1
29-Jun-2021 ASIAN PAINTS LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
For FY21, Asian Paints has proposed a final dividend of Rs. 14. 5 per share in
addition to the interim dividend of Rs. 3. 35 per share paid in November 2020
Declare final dividend of Rs. 14.5 per share of face
29-Jun-2021 ASIAN PAINTS LTD. AGM Management For For taking the total dividend to Rs 17. 85 per share (Rs 12. 0 per share in FY20). The
value Re. 1.0 each
total dividend outflow for FY21 is Rs. 17. 1 bn. The dividend payout ratio for FY21
Q1 is 56. 1% (52. 2% in FY20).
Abhay Vakil, 71, is part of the promoter family and the company’s former
Reappoint Abhay Vakil (DIN: 00009151) as Non-
29-Jun-2021 ASIAN PAINTS LTD. AGM Management For For Managing Director. He attended all seven meetings in FY21. He retires by rotation
Executive Non-Independent Director
Q1 and his reappointment meets all statutory requirements.
Jigish Choksi, 40, is part of the promoter group and the Managing Director of Elf
Reappoint Jigish Choksi (DIN: 08093304) as Non- Trading & Chemicals Manufacturing Ltd. , an agrochemical company. He attended
Executive Non-Independent Director all seven board meetings in FY21. His retires by rotation and his reappointment
Deloitte Haskins & Sells LLP were appointed as the statutory auditors for five years
Reappoint Deloitte Haskins & Sells LLP as for another five-year term beginning FY22, which will complete their tenure of ten
29-Jun-2021 ASIAN PAINTS LTD. AGM Management statutory auditors for a period of five years and For For years as per provisions of Section 139 of Companies Act 2013. The FY21 auditor
authorize the board to fix their remuneration remuneration (including reimbursement of actuals but excluding GST) aggregated
Rs. 1. 67 mn. The company has not made the required mandatory disclosures on the
proposed audit fees.
Q1
R. Seshasayee, 73, is the former Managing Director of Ashok Leyland Limited. He
Reappoint R. Seshasayee (DIN: 00047985) as an
has been an Independent Director on the board since January 2017. He attended all
29-Jun-2021 ASIAN PAINTS LTD. AGM Management Independent Director for a period of five years from For For
seven board meetings in FY21. His reappointment for a further period of five years
23 January 2022
Q1 is in line with all statutory requirements.
Amendments in SEBI’s LODR require directors having attained the age of 75 to be
Continuation of R. Seshasayee (DIN: 00047985) as re-approved by shareholders through a special resolution. R. Seshasayee’s
29-Jun-2021 ASIAN PAINTS LTD. AGM Management Independent Director after he has attained 75 years For For continuation, post his reappointment on the board, requires shareholder approval: he
of age on 31 May 2023 will turn 75 years on 31 May 2023. We do not consider age to be an eligibility
Q1 criterion for board memberships.
The stock options scheme is being introduced to replace the company’s long-term
cash incentive scheme. The scheme provides for an exercise price at a discount of
Approve Asian Paints Employee Stock Option Plan
50% to market price, which is significant. Vesting will be tenure-based. Esop is
29-Jun-2021 ASIAN PAINTS LTD. AGM Management 2021 (ESOP 2021) under which up to 2.5 mn For For
good to incentivize team for long term. Good option to give ESOP. Deferred
options will be granted to employees
component being replaced with esop so technically employyes not getting big
discount. Dilution at company level is. 26% only.
Q1
Approve extension of the Asian Paints Employee Good option to give ESOP. Deferred component being replaced with esop so
29-Jun-2021 ASIAN PAINTS LTD. AGM Management Stock Option Plan 2021 (ESOP 2021) to employees For For technically employyes not getting big discount. Dilution at company level is. 26%
Q1 of its subsidiary companies only.
Authorize trust for secondary acquisition of shares Good option to give ESOP. Deferred component being replaced with esop so
29-Jun-2021 ASIAN PAINTS LTD. AGM Management under Asian Paints Employee Stock Option Plan For For technically employyes not getting big discount. Dilution at company level is. 26%
Q1 2021 (ESOP 2021) only.
Modify the terms of remuneration of Amit Syngle,
Good option to give ESOP. Deferred component being replaced with esop so
MD & CEO to include the grant of stock options
29-Jun-2021 ASIAN PAINTS LTD. AGM Management For For technically employyes not getting big discount. Dilution at company level is. 26%
under the Asian Paints Employee Stock Option Plan
only.
Q1 2021 (ESOP 2021)
TSR Darashaw Limited (TSRDL), the Registrar and Transfer Agents of the
company demerged their Registry business into a new entity TSR Darashaw
Approve change of place of keeping Register and Consultants Private Limited (TSR). Subsequently, Link intime India Private
29-Jun-2021 ASIAN PAINTS LTD. AGM Management Index of Members & other records by Registrar and For For Limited has acquired 100% stake in TSR and seeks to shift and maintain the
Transfer Agent records of the company at their new location at Lal Bahadur Shastri Marg, Vikhroli
West, Mumbai – 400 083, for operational and administrative convenience. The
move will not impede the accessibility of documents to shareholders.
Q1
Ratify remuneration of Rs 0.8 mn for RA & Co. as The total remuneration proposed is reasonable compared to the size and scale of the
Q1 cost auditors for FY22 company’s operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
29-Jun-2021 SUPREME INDUSTRIES LTD. AGM Management For For
B. L. Taparia, 86, is the Non-Executive Chairperson of the board and part of the
Reappoint B.L. Taparia (DIN: 00112438) as Non-
promoter group. He has been associated with the company for 44 years. He has
29-Jun-2021 SUPREME INDUSTRIES LTD. AGM Management Executive Non-Independent Director, liable to retire For For
attended all board meetings held in FY21. He retires by rotation and his
by rotation
Total dividend payout for FY21 amounts to Rs. 22. 0 per equity share and will
Declare final dividend of Rs. 17.0 and confirm
aggregate to Rs. 2. 8 bn. Payout ratio is 34. 9% of the standalone PAT, in line with
29-Jun-2021 SUPREME INDUSTRIES LTD. AGM Management interim dividend of Rs. 5.0 per equity share (face For For
the stated target payout ratio in the range of 35-55% of net profits which is outlined
value Rs. 2.0) for FY21
Q1 in the dividend distribution policy.
Lodha & Co. Were appointed as the statutory auditors at the 2016 AGM for a
period of five years; they are being reappointed for another period of five years.
Reappoint Lodha & Co. as statutory auditors for
Their reappointment is in line with statutory requirements. As per Regulation 36(5)
29-Jun-2021 SUPREME INDUSTRIES LTD. AGM Management five years from FY22 and authorize the board to fix For For
of SEBI’s LODR 2015, companies are mandated to disclose the terms of
their remuneration
appointment/ reappointment of auditors, including the remuneration payable to
them. The company has not made any disclosures on the proposed audit fees.
Q1
The company is seeking approval to authorize the Board of Directors to appoint
branch auditors in consultation with the company’s auditors for carrying out the
Authorize the board to appoint branch auditors and
29-Jun-2021 SUPREME INDUSTRIES LTD. AGM Management For For audit of the accounts of existing branches or those which may be opened / acquired
later, within or outside India. As of FY21, the company had 24 manufacturing units
Q1 and nine branch auditors.
Approve remuneration of Rs. 0.6 mn to Kishore The total remuneration proposed to be paid to the cost auditors in FY22 is
29-Jun-2021 SUPREME INDUSTRIES LTD. AGM Management For For
Bhatia & Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q1
Ms. Kavita Y. Singhania is the spouse of former Promoter, Chairperson and

Managing Director, Yadupati Singhania. We understand that Ms. Kavita Y.
Singhania is not actively involved in the management of JK Cement Limited and
has separate business interests. Although the reclassification is being sought within
a short time from the end of her term as Non-Executive Non-Independent director
Reclassify Ms. Kavita Y. Singhania to public
29-Jun-2021 J K CEMENT LTD. Postal Ballot Management For For for five months, we understand that Ms. Kavita Y. Singhania does not exercise any
shareholder category from promoter group category
control over the company and does not play any role in its decision making. Further,
post the demise of her spouse Yadupati Singhania (former Chairperson and MD) in
August 2020, she does not have any immediate family members on the board. Post
transfer of shares to other promoters, her direct and indirect shareholding in the
company is now limited to ~5. 0%.
Q1
30-Jun-2021 HAVELLS INDIA LTD. AGM Management For For
The company paid out an interim dividend of Rs. 3. 0 per equity share and has
Confirm interim dividend of Rs. 3.0 per equity share proposed a final dividend of Rs. 3. 5 per equity share of face value Re. 1. 0 for the
(face value Re. 1.0) year ended 31 March 2021. The total dividend outflow for FY21 is Rs. 4. 1 bn. The
Q1 dividend payout ratio is 39. 1%.
The company paid out an interim dividend of Rs. 3. 0 per equity share and has
Declare final dividend of Rs. 3.5 per equity share proposed a final dividend of Rs. 3. 5 per equity share of face value Re. 1. 0 for the
(face value Re. 1.0) year ended 31 March 2021. The total dividend outflow for FY21 is Rs. 4. 1 bn. The
Ameet Kumar Gupta, 49, is a Whole Time Director of the company and part of the
Reappoint Ameet Kumar Gupta (DIN: 00002838)
30-Jun-2021 HAVELLS INDIA LTD. AGM Management For For promoter group. He attended all five board meetings in FY21. He retires by rotation
as Director, liable to retire by rotation
and his reappointment is in line with all statutory requirements.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Surjit Kumar Gupta (DIN: 00002810) as Surjit Gupta, 79, is part of the promoter group. He is the former Technical Head of
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For Havells. He attended all five board meetings in FY21. He retires by rotation and his
retire by rotation reappointment is in line with all statutory requirements.
Q1
The company proposes to appoint Price Waterhouse & Co as statutory auditors for
five years in place of SR Batliboi & Co. LLP who have completed their tenure of
Appoint Price Waterhouse & Co as statutory ten years. The audit fee proposed for FY22 is Rs. 14. 0 mn plus applicable taxes
30-Jun-2021 HAVELLS INDIA LTD. AGM Management auditors for five years from FY22 and fix their For For and reimbursement of out-of-pocket expenses incurred by them. SR Batliboi & Co.
remuneration at Rs. 14.0 mn for FY22 LLP was paid a statutory audit fee of Rs. 14. 5 mn in FY21. Their appointment is in
line with statutory requirements. The proposed remuneration is reasonable
compared to the size and scale of the company’s operations.
Q1
Ratify remuneration of Rs. 900,000 (plus service tax
and out of pocket expenses) for Sanjay Gupta & The proposed remuneration is comparable to the size and complexity of the
Associates, as cost auditors for the financial year business.
Q1 ending 31 March 2022
Ms. Namrata Kaul, 57, is the former MD, Deutsche Bank AG (Head, Corporate
Banking, India). She has over 30 years of experience across Treasury, Corporate
Banking, Debt Capital markets and Corporate Finance in India and UK. In
Appoint Ms. Namrata Kaul (DIN: 00994532) as
Deutsche Bank U. K. , as part of the Strategic Leadership Team, she set up an Asia
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Independent Director for five years from the 2021 For For
Desk in London. She was a member of the Deutsche Bank Asia Executive
AGM
Committee, a Member of the Board of Deutsche Bank India and a founding
member of the Deutsche Bank Diversity Council. Her appointment as Independent
Director is in line with all statutory requirements.
Q1
Ashish Bharat Ram, 52, has been the MD of SRF Ltd since 2007. Prior to joining
Appoint Ashish Bharat Ram (DIN: 00671567) as SRF Ltd. In 1994, he has worked at American Express Bank, Toyota Motor
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Independent Director for five years from the 2021 For For Corporation, Japan and DCM Toyota handling functions including Sales, Strategy,
AGM Marketing, TQM, among others. His appointment as Independent Director is in line
Q1 with all statutory requirements.
Jalaj Ashwin Dani, 52, has spent over two decades in various capacities with Asian
Paints, was the President of Indian Paints Association (IPA) for 2015-17 and has
Reappoint Jalaj Ashwin Dani (DIN: 00019080) as
been chairing the Paints and Coatings Sector Skill Council (PCSC) from its
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Independent Director for five years from the 2021 For For
inception in 2015. He has been an Independent Director on the board since July
AGM
2018. He attended all five board meetings in FY21. His reappointment for a further
period of five years is in line with all statutory requirements.
Q1
Upendra Kumar Sinha, 69, is the former Chairperson of SEBI. He has been an
Reappoint Upendra Kumar Sinha (DIN: 00010336)
Independent Director on the board since July 2018. He attended all five board
30-Jun-2021 HAVELLS INDIA LTD. AGM Management as Independent Director for five years from the For For
meetings in FY21. His reappointment for a further period of five years is in line
2021 AGM
Q1 with all statutory requirements.
T. V. Mohandas Pai, 63, is the former CFO, Infosys. He has been on the board of
Reappoint T V Mohandas Pai (DIN: 00042167) as
the company since July 2015. He attended all five board meetings in FY21. He will
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
be liable to retire by rotation and his reappointment for a further period of five years
retire by rotation, for five years from the 2021 AGM
Puneet Bhatia, 55, is Co-Managing Partner and Country Head, India of TPG
Reappoint Puneet Bhatia (DIN: 00143973) as Non- Capital Asia. He has been on the board of the company since July 2015. He
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Executive Non-Independent Director, liable to retire For For attended all five board meetings in FY21. He will be liable to retire by rotation and
by rotation, for five years from the 2021 AGM his reappointment for a further period of five years is in line with all statutory
Q1 requirements.
Siddhartha Pandit was paid a remuneration of Rs. 10. 3 mn in FY21, which was
Reappoint Siddhartha Pandit (DIN: 03562264) as 14x the median employee remuneration. His estimated FY23 remuneration of Rs.
30-Jun-2021 HAVELLS INDIA LTD. AGM Management Whole-Time Director for three years from 29 May For For 21. 7 mn is commensurate with the size of the company and in line with that of
2022 and fix his remuneration remuneration paid to peers. As a good practice, the company must disclose the
likely quantum of stock options he is expected to receive over his term.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
financial statements. Based on the auditors’ report, which is unqualified, the
BALKRISHNA INDUSTRIES Adoption of standalone and consolidated financial
30-Jun-2021 AGM Management For For financial statements are in accordance with generally accepted accounting policies
LTD. statements for the year ended 31March 2021
and Indian Accounting Standards (IND-AS). For investors, we have provided an
Q1 analysis of the financial statements.
The company has paid an interim dividend of Rs. 12. 0 per share in three
instalments. The company has also proposed a final dividend of Rs. 5. 0 per share
Confirm 1st interim dividend of Rs 3.0 per equity
bringing the total dividend to Rs. 17. 0 per share in FY21. The total dividend out
share each, 2nd interim dividend of Rs. 4.0 per
BALKRISHNA INDUSTRIES flow is Rs. 3. 3 bn and the dividend payout ratio is 28. 4% of standalone profit after
30-Jun-2021 AGM Management equity share and 3rd interim dividend of Rs 5.0 per For For
LTD. tax. The dividend distribution policy no longer carries a target payout ratio: the
equity share and declare a final dividend of Rs 5.0
target dividend payout ratio was 10% to 30% of profits in earlier versions of the
per equity share for FY21
policy, As a good governance practice, we encourage companies to formulate a
dividend policy that specifies a target payout ratio.
Q1
Vijaylaxmi Poddar, 60, was appointed on the board in 2012. She is a part of the
BALKRISHNA INDUSTRIES Reappoint Vijaylaxmi Poddar (DIN: 00160484) as
30-Jun-2021 AGM Management For For promoter group. She has attended all board meetings in FY21. She retires by
LTD. Non-Executive Non-Independent Director
Q1 rotation. Her reappointment meets all statutory requirements.
Reappoint Arvind Poddar (DIN:00089984) as
BALKRISHNA INDUSTRIES Chairperson & Managing Director for a period of
30-Jun-2021 AGM Management For For His reappointment meets all statutory requirements.
LTD. five years from 1 August 2021 to 31 July 2026 and
Q1 fix his remuneration
We have relied upon the auditors’ report, which has raised concerns relating to
demands from the Department of Telecommunications towards license fees and
TATA COMMUNICATIONS Adoption of standalone financial statements for the
30-Jun-2021 AGM Management For For recoverability of carrying value of investment in a wholly owned subsidiary. Except
LTD. year ended 31 March 2021
for the issues raised, the auditors are of the opinion that the financial statements are
Q1
We have relied upon the auditors’ report, which has raised concerns relating to
demands from the Department of Telecommunications towards license fees and
TATA COMMUNICATIONS Adoption of consolidated financial statements for
30-Jun-2021 AGM Management For For uncertainty on the outcome of an ongoing tax litigation. Except for the issues raised,
LTD. the year ended 31 March 2021
the auditors are of the opinion that the financial statements are prepared in
Q1
TATA COMMUNICATIONS Declare final dividend of Rs. 14.0 per equity share The total dividend outflow for FY21 is Rs. 4. 0 bn vs Rs. 1. 1 bn in the prior year.
Q1 LTD. of face value Rs.10.0 each The dividend pay-out ratio is 41. 4% versus 54. 6% in FY20.
Srinath Narasimhan, 59, promoter representative, is the CEO of TATA Trusts. He
TATA COMMUNICATIONS Reappoint Srinath Narasimhan (DIN:00058133) as
30-Jun-2021 AGM Management For For has attended all the board meetings held in FY21. He retires by rotation and his
LTD. Non-Executive Non-Independent Director
S. R. Batliboi & Associates LLP were appointed as statutory auditors at the 2017
Ratify S.R. Batliboi & Associates LLP a statutory AGM. The ratification is in line with our Voting Policy on Auditor Rotation and
TATA COMMUNICATIONS
30-Jun-2021 AGM Management auditor for one year and authorize the board to fix For For with the requirements of Section 139 of the Companies Act 2013. Amendments in
LTD.
their remuneration the Companies Act, 2013 have done away with the requirement of annual
Q1 ratification of auditors by shareholders.
Ratify remuneration of Rs.600,000 plus applicable The proposed remuneration of Rs. 600,000 plus applicable taxes and out of pocket
TATA COMMUNICATIONS taxes and out of pocket expenses capped at 3% of expenses capped at 3% of the remuneration to be paid to the cost auditor for the
LTD. the remuneration for Ms. Ketki D. Visariya as cost year ending 31 March 2022 is reasonable compared to the size and scale of
auditor for thefinancial year ending 31 March 2022 operations.
Q1
The business of Tata Communications has evolved from Overseas Communications
Service (OCS), that belonged to erstwhile Videsh Sanchar Nigam Limited (VSNL),
to a global Digital Ecosystem Enabler providing a number of network and
TATA COMMUNICATIONS Approve alteration to the Object Clause of the connectivity services and other digital solutions for enterprises. In the current MoA,
LTD. Memorandum of Association (MoA) sub-clause 1 of Clause III A (Object Clause) relates to take over of management,
control, and operations of the OCS, which has now become redundant and is
proposed to be deleted. Existing sub-clauses of the Objects Clause will be
renumbered to reflect the deletion.
Q1
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
In 2002, Government of India (GoI) divested 25% stake in the erstwhile VSNL
along with transfer of management control to Panatone Finvest Limited (Panatone),
a Tata Sons Investment vehicle: a shareholders agreement dated 13 February 2002
was executed among GoI, Panatone and others with rights and responsibilities of
promoter shareholders. These were embedded in the AoA. In March 2021, GoI sold
its entire 26% stake in Tata Communications Limited through an offer for sale (16.
TATA COMMUNICATIONS Approve alteration to the Articles of Association
30-Jun-2021 AGM Management For For 12%) and the rest to Panatone (10%). An amendment to the Shareholders’
LTD. (AoA)
Agreement, dated 12 March 2021 was executed between GoI, Panatone, Tata Sons
Private Limited and the company. GoI does not have any stake in the company
currently. Given that the rights and responsibilities pertaining to the earlier
shareholder agreement, detailed in the AoA, are no longer valid, they are proposed
to be deleted. The proposed amendments are not prejudicial to the interests of
minority shareholders.
Q1
30-Jun-2021 TATA STEEL LTD. AGM Management For For
We have relied upon the auditors’ report, which has highlighted the uncertainty of
Adoption of consolidated financial statements for Tata Steel Europe to continue as a going concern. Except these matters, the auditors
the year ended 31 March 2021 are of the opinion that the standalone financial statements are prepared in
Q1
Declare dividend of Rs. 25.0 per fully paid equity
The total dividend for FY21 is Rs. 25. 0 per equity share, while it paid a dividend of
share of face value Rs. 10 each and Rs. 6.25 per
30-Jun-2021 TATA STEEL LTD. AGM Management For For Rs. 10. 0 in FY20. The total outflow on account of dividend, including dividend on
partly paid equity share (Rs. 2.504 paid up) of face
partly paid equity is Rs. 30. 5 bn, while the dividend payout is 22. 4%.
Q1 value Rs. 10 each for FY21
Reappoint Saurabh Agrawal (DIN: 02144558) as Saurabh Agrawal, 52, is the Group CFO of Tata Sons and has served on the board
30-Jun-2021 TATA STEEL LTD. AGM Management Non-Executive Non-Independent Director, liable to For For for the past four years. He has attended all board meetings held in FY21. He retires
retire by rotation by rotation and his reappointment is in line with all statutory requirements.
Q1
Ratify remuneration of Rs. 2.0 mn for Shome & The remuneration to be paid to the cost auditor is reasonable compared to the size
Q1 Banerjee as cost auditors for FY22 and scale of the company’s operations.
02-Jul-2021 TATA CHEMICALS LTD. AGM Management For For
Declare dividend of Rs.10.0 per share of face value
02-Jul-2021 TATA CHEMICALS LTD. AGM Management For For value Rs. 10. 0 for the year ended 31 March 2021. The total dividend outflow for
Rs. 10 each for FY21
FY21 is Rs. 2. 5 bn (FY20: Rs. 2. 8 bn). The dividend payout ratio is 53. 2%.
Q2
Zarir Langrana, 62, is a Whole time Director of the company and heads its Global
Reappoint Zarir Langrana (DIN: 06362438) as
02-Jul-2021 TATA CHEMICALS LTD. AGM Management For For Chemicals business. He attended all nine board meetings in FY21. He retires by
Q2
Rajiv Dube, 59, is Advisory Board Member & Professor of Practice at the Deakin
Business School, Melbourne. He has over 36 years of experience. Prior to this, he
Appoint Rajiv Dube (DIN: 00021796) as an was on the group board of the Aditya Birla conglomerate as an Executive Director
02-Jul-2021 TATA CHEMICALS LTD. AGM Management Independent Director for a period of five years from For For for over nine years, before which he was the President of Tata Motor’s passenger
18 September 2020 to 17 September 2025 cars business. He attended five (out of five) board meetings in FY21. His
appointment as Independent Director for a period of five years is in line with all
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Appoint N. Chandrasekaran (DIN: 00121863) as
Chairperson of Tata Sons, and he also chairs the boards of other Tata group
02-Jul-2021 TATA CHEMICALS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
companies. He will be liable to retire by rotation and his appointment is in line with
retire by rotation, from 24 November 2020
Q2 the statutory requirements.
Ratify remuneration of Rs. 750,000 payable to D. C. The remuneration to be paid to the cost auditor is reasonable compared to the size
Q2 Dave & Co as cost auditors for FY22 and scale of the company’s operations.
03-Jul-2021 VINATI ORGANICS LTD. AGM Management For For
Declare final dividend of Rs. 6 per equity share The total dividend outflow for FY21 is Rs. 0. 6 bn and the dividend payout ratio is
Q2 (face value Re. 1 each) 22. 9%.
Viral Saraf Mittal, 35, is promoter and Executive Director – CSR of the company.
Reappoint Ms. Viral Saraf Mittal (DIN: 02666028)
03-Jul-2021 VINATI ORGANICS LTD. AGM Management For For She attended 100% (4 out of 4) board meetings held in FY21. She retires by
rotation and her reappointment is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 60,000 for N. Ritesh & The total remuneration proposed to be paid to the cost auditor in FY22 is
Q2 Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Jayesh Ashar, 57, has 30 years of experience in operating chemical plants. Prior to
his appointment as Director – Operations, he was the COO of the company. We
estimate his remuneration for FY22 at Rs. 15. 0 mn (~0. 4% of FY21 PBT) which
Appoint Jayesh Ashar (DIN: 00041532) as Whole
is reasonable compared to the size and complexity of the business and in line with
Time Director designated as Director – Operations
03-Jul-2021 VINATI ORGANICS LTD. AGM Management For For peers. Further, he is a professional and his skills and experience carry a market
from 2 February 2021 to 31 March 2024 and fix his
value. His remuneration terms are open ended: there is no clarity regarding his
remuneration as minimum remuneration
variable pay including any ESOPs that may be granted during his tenure. The
company must disclose the performance metrics used to determine his variable pay
and cap his remuneration in absolute terms.
Q2
Approve loans to Veeral Additives Private Limited
03-Jul-2021 VINATI ORGANICS LTD. AGM Management (VAPL) under Section 185 of the Companies Act, For For Considered a better investment opportunity to park liquid cash.
2013 not exceeding Rs. 2.5 bn at any time
Q2
Ratify loan of Rs. 1.32 bn granted to Veeral
Better investment opportunity for Vinati Org. Moreover both companies are slated
03-Jul-2021 VINATI ORGANICS LTD. AGM Management Additives Private Limited, a promoter group For For
to merge.
Q2 company in FY21
Arun S. Patel, 74, is a practicing chartered accountant and has over 26 years of
experience in the fields of audit, taxation, accounts and finance. He was last
reappointed for five years in the 2017 AGM, with effect from 26 September 2017
till 25 September 2022. Amendments in SEBI’s LODR require directors having
Continuation of Arun S. Patel (DIN: 06365699) as attained the age of 75 to be re-approved by shareholders through a special
SADBHAV ENGINEERING Independent Director till the end of his term on 25 resolution. Arun S. Patel’s continuation, post his reappointment on the board,
03-Jul-2021 Postal Ballot Management For For
LTD. September 2022 after he attains 75 years of age on requires shareholder approval since he attains the age of 75 on 15 July 2021. He
15 July 2021 attended 100% of the board meetings in FY21 (6/6). We do not consider age to be a
criterion for board memberships. Several promoter executive directors resigned
from the board on 24 April 2020 with management citing the need to
professionalize management: however, the company has not appointed any
seasoned managerial professionals post their resignation.
Q2
05-Jul-2021 TATA POWER CO. LTD. AGM Management For For
of the COVID-19 pandemic on the future operations of a joint venture and an
Adoption of consolidated financial statements for
05-Jul-2021 TATA POWER CO. LTD. AGM Management For For associate company in the consolidated financial statements. Except for the COVID
the year ended 31 March 2021
related issues, the auditors are of the opinion that the financial statements are
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The total dividend for FY21 is Rs. 1. 55 per equity share, which is same as paid in
Declare final dividend of Rs. 1.55 per share (face
05-Jul-2021 TATA POWER CO. LTD. AGM Management For For FY20. The total dividend amounts to Rs. 5. 0 bn and the dividend payout ratio is 53.
value Re. 1.0) for FY21
Q2 8%.
Reappoint N. Chandrasekaran (DIN: 00121863) as N. Chandrasekaran, 58, is the Chairperson of Tata Sons and has served on the board
05-Jul-2021 TATA POWER CO. LTD. AGM Management Non-Executive Non-Independent Director, liable to For For for the past four years. He has attended all board meetings held in FY21. He retires
retire by rotation by rotation and his reappointment is in line with all statutory requirements.
Q2
Ms. Anjali Bansal, 50, is founder and Chairperson of Avaana Capital, an investment
firm and currently serves in a non-executive role. She is the former Global Partner
& MD of TPG Private Equity. She currently serves on 12 boards of which five
companies (including Tata Power) are listed. We understand that her
Reappoint Ms. Anjali Bansal (DIN: 00207746) as
responsibilities as founder of Avaana Capital is not full time in nature, which allows
05-Jul-2021 TATA POWER CO. LTD. AGM Management an Independent Director for second term of five For For
her the flexibility to devote the required time to her numerous board responsibilities.
years from 14 October 2021
Given this, we support her reappointment. Even so, given her numerous board
responsibilities, the company should have disclosed in the shareholder notice, its
assessment of Ms. Anjali Bansal’s ability to devote sufficient time to her
responsibilities as an Independent Director.
Q2
Ms. Vibha Padalkar, 53, is the MD & CEO of HDFC Standard Life Insurance. She
Reappoint Ms. Vibha Padalkar (DIN: 00121863) as
has served on the board for the past five years and has attended all board meetings
held in FY21. Her reappointment for second term of five years is in line with
Sanjay V. Bhandarkar, 53, is the Former MD, Rothschild India. He has served on
Reappoint Sanjay Bhandarkar (DIN: 01260274) as
the board for the past five years and has attended 7 out of 8 board meetings held in
FY21. His reappointment for second term of five years is in line with statutory
Q2 requirements.
The company seeks shareholder permission to authorize the board to appoint branch
05-Jul-2021 TATA POWER CO. LTD. AGM Management Authorize the board to appoint branch auditors For For auditors in consultation with the statutory auditors and fix their remuneration for its
Q2 branches outside India.
Ratify remuneration of Rs 650,000 (plus service tax

The total remuneration proposed is reasonable compared to the size and scale of the
05-Jul-2021 TATA POWER CO. LTD. AGM Management and out of pocket expenses) for Sanjay Gupta and For For
Associates, as cost auditors for FY22
Q2
The promoter shareholding on 31 March 2021 was 26. 48% and post the QIP on 12
June 2021, it fell to 25. 10%. Through the proposed preferential issue of equity
shares, the promoter intends to increase its shareholding in the company to shore up
its equity post the QIP. Thus, the company will issue equity shares (Rs. 2. 5 bn) and
Approve preferential issue of up to 1.7 mn equity
SHRIRAM TRANSPORT convertible warrants (Rs. 2. 5 bn) to the promoter and raise Rs. 5. 0 bn in aggregate.
07-Jul-2021 EGM Management shares at Rs. 1,440.0 per share aggregating to Rs. For For
FINANCE CO. LTD. Promoter shareholding will increase to 25. 58% and 26. 06% after issue of equity
2.5 bn to Shriram Capital Limited, promoter
shares and conversion of warrants respectively, assuming full conversion of
warrants. The funds will help the company strengthen its balance sheet, augment
growth and provide a buffer against any uncertainty due to impact of Covid-19
pandemic.
Q2
We generally do not favour issue of warrants to promoters because only 25% of the
amount is received upfront. If the warrants lapse, it could have material implications
for the company’s long-term plans. However, in the past, the promoters have
subscribed to all warrants issued to them, as confirmed in the EGM notice. Further,
the promoter has committed to infusing aggregate amount of Rs. 5. 0 bn (Rs. 2. 5
Approve preferential issue of up to 1.7 mn
bn through equity shares and Rs. 2. 5 bn through warrants). Thus, the company is
SHRIRAM TRANSPORT convertible warrants at Rs. 1,440.0 per warrant
07-Jul-2021 EGM Management For For expected to receive upfront amount of Rs. 3. 13 bn (Rs. 2. 5 bn from issue of equity
FINANCE CO. LTD. aggregating to Rs. 2.5 bn to Shriram Capital
shares and Rs. 0. 63 bn being 25% upfront payment for warrants) or ~63% of the
Limited, promoter
aggregate commitment of Rs. 5. 0 bn. Promoter shareholding will increase to 25.
58% and 26. 06% after issue of equity shares and conversion of warrants
respectively, assuming full conversion of warrants. The funds will help the company
strengthen its balance sheet, augment growth and provide a buffer against any
uncertainty due to impact of Covid-19 pandemic.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
HAPPIEST MINDS Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
07-Jul-2021 AGM Management For For
HAPPIEST MINDS Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
HAPPIEST MINDS Declare final dividend of Rs. 3.0 per equity share of The maiden dividend declared for FY21 will result in a total dividend outflow of
Q2 TECHNOLOGIES LTD. face value Rs. 2.0 each Rs. 440. 6 and a dividend payout ratio of 32. 7%.
Venkatraman Narayanan, 50, has been on the board since January 2018. In
HAPPIEST MINDS Reappoint Venkatraman Narayanan (DIN: November 2020, he was redesignated as Managing Director and Chief Financial
TECHNOLOGIES LTD. 01856347) as Director, liable to retire by rotation Officer. He has attended all fourteen board meetings held in FY21. He retires by
rotation. His reappointment is in line with statutory requirements.
Q2
The company proposes to appoint Deloitte Haskins & Sells, Chartered Accountants
as statutory auditors for five years in place of SR Batliboi & Co. LLP who have
completed their tenure of five years. The audit fee proposed for FY22 is Rs. 6. 5 mn
Appoint Deloitte Haskins & Sells as statutory plus applicable taxes and reimbursement of out of-pocket expenses incurred by
HAPPIEST MINDS
07-Jul-2021 AGM Management auditors for five years from FY22 and fix their For For them. SR Batliboi & Co. LLP was paid a statutory audit fee of Rs. 8. 0 mn in FY21.
TECHNOLOGIES LTD.
remuneration at Rs. 6.5 mn for FY22 The appointment is in line with statutory requirements and proposed remuneration
is reasonable compared to the size and scale of the company’s operations. However,
shareholders should engage with the company to understand if there has been a
reduction in the scope of audit, commensurate with the reduction in audit fees.
Q2
Joseph Anantharaju, 50, has been associated with the company since 2011. He has
been involved in establishing the company’s Product Engineering Business Unit
and is CEO – Product Engineering Services (PES). In the past, he has worked with
HAPPIEST MINDS Appoint Joseph Anantharaju (DIN: 08859640) as
07-Jul-2021 AGM Management For For Mindtree Limited and has over 25 years of experience that spans the software
industry, banking and manufacturing. His appointment on the board is as per
statutory requirements. Post his board appointment in November 2020, he has
attended all the board meetings in FY21.
Q2
Appoint Joseph Anantharaju (DIN: 08859640) as
HAPPIEST MINDS Whole-Time Director, designated as Executive Vice
07-Jul-2021 AGM Management For For In line.
TECHNOLOGIES LTD. Chairperson, for five years from 4 November 2020
Q2
Appoint Venkatraman Narayanan (DIN: 01856347)
HAPPIEST MINDS as Managing director and Chief Financial Officer,
07-Jul-2021 AGM Management For For In line.
TECHNOLOGIES LTD. for five years from 4 November 2020 and fix his
Q2 remuneration
Ratify Happiest Minds Employee Stock Option
HAPPIEST MINDS
07-Jul-2021 AGM Management Scheme 2020 (HMESOS 2020), under which For For In line.
TECHNOLOGIES LTD.
Q2 7,000,000 stock options will be issued
We have relied upon the auditors’ report, which has raised concerns on the financial
statements. Except for the issues raised, the auditors are of the opinion that the
financial statements are prepared in accordance with the generally accepted
08-Jul-2021 BANK OF BARODA AGM Management For For accounting principles. Typical of public sector banks, Bank of Baroda has five joint
31 March 2021
auditors. The audit committee must provide clarity on how it establishes
accountability of these auditors and ensures that issues do not fall through the
cracks, while allocating audit responsibilities.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
At current market prices, the bank will have to issue ~ 235. 2 mn shares, which will
reduce GoI’s equity to 61. 2% from the current 64. 0% and will lead to an equity
dilution of about 4. 4% on the expanded capital base. On 31 March 2021, the
bank’s CET-1 was 10. 94% and Tier I ratio was 12. 67%, and total capital adequacy
08-Jul-2021 BANK OF BARODA AGM Management Approve fund raising up to Rs. 20.0 bn for 2021-22 For For
ratio was 14. 99%. Given the uncertainty on account of the COVID-19 pandemic,
raising capital and strengthening the balance sheet will help protect the bank against
unforeseen risks and aid in improving its competitive positioning in the market,
helping ensure capital adequacy remains above the regulatory norms.
Q2
Bank of Baroda seeks shareholders’ approval to set-off accumulated losses
amounting to Rs. 110. 5 bn, outstanding as on 31 March 2021, against the balance
in the securities premium account, which will reduce to Rs. 313. 1 bn from Rs. 423.
Approve set-off of accumulated losses amounting to 6 bn on 1 April 2021 for FY22. The bank believes that the proposed transaction will
08-Jul-2021 BANK OF BARODA AGM Management Rs. 110.5 bn against share premium account For For help present a true and fair view of the bank’s financial position and improve its
balance distributable reserves and further enable it to declare dividends. Post set-off, there
will be no change in the book value of the shares, capital structure or in the
shareholding pattern of the bank. The proposed transaction represents an accounting
adjustment and will not impact the interests of minority shareholders.
Q2
On 28 June 2021, Bank of Baroda issued an update with names and addresses of
three candidates to choose from. Shareholders should note that the bank has not
provided a detailed profile of the candidates. Based on the additional information
Elect one shareholder director who will assume
08-Jul-2021 BANK OF BARODA AGM Management For For gathered by us, we recommend Alok Vajpeyi be elected as shareholder director.
office from 8 July 2021 for a period of three years
While there are three options of suitable candidates for the position of shareholder
director, Alok Vajpeyi is the most suitable. He brings with a diverse set of
experiences and perspectives, across businesses, skill sets and perspectives.
Q2
08-Jul-2021 T T K PRESTIGE LTD. AGM Management For For
The company has paid an interim dividend of Rs 20. 0 per share and proposes a
final dividend of Rs. 30. 0 per share for the year ended 31 March 2021, taking total
Confirm interim dividend of Rs 20 per share and dividend to Rs 50 per share up from Rs 20 paid in FY20. The total dividend
08-Jul-2021 T T K PRESTIGE LTD. AGM Management declare a final dividend of Rs. 30 per share on face For For outflow for FY21 is Rs. 693. 0 mn. The dividend payout ratio is 29. 5%. The
value Rs 10.0 each company had lowered dividend in FY20 considering the uncertainty caused by
COVID-19 but paid an interim dividend during FY21 based on improved
Q2 performance.
K Shankaran, 67, has been the whole-time Secretary of the company since 1990.
Reappoint K. Shankaran (DIN: 00043205) as He was inducted as director on the board in 1993. He has attended all 5 board
Director liable to retire by rotation meetings held in FY21. He retires by rotation and his reappointment is in line with
The company appointed Ms. Jayanthi Hari as cost auditor from 10 June 2021 to fill
the casual vacancy caused by death of V. Kalyanaraman to conduct the cost audit of
Approve annual remuneration of Rs. 400,000 for
cost records for FY21 and also seeks approval to appoint Ms. Jayanthi Hari as cost
08-Jul-2021 T T K PRESTIGE LTD. AGM Management FY21 and FY22 payable to Ms. Jayanthi Hari as For For
auditor for FY22. The total remuneration proposed to be paid to the cost auditor is
cost auditors for FY21
reasonable compared to the size and scale of the company’s operations. The
company has given a detailed profile of the cost auditor in its BSE filings.
Q2
Approve remuneration of Rs. 75.3mn payable to T.
T. Jagannathan, Non-Executive Chairperson for
08-Jul-2021 T T K PRESTIGE LTD. AGM Management FY21 such that it may exceed 50% of the total For For T. T Jagannathan’s remuneration for FY21 is in-line with industry peers.
annual remuneration payable to all non-executive
Q2 directors
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
T. T. Venkatesh, 39, the son of promoter T. T Jagannathan was appointed as

Deputy General Manager from 1 July 2019. He looks after alternate channels –
retail, rural and online channels and digitalization of sales processes and reports to
Approve remuneration upto Rs. 6.0 mn to T. T. the Vice-President - new channels. He is a graduate from Cornell University with
Venkatesh, Deputy General Manager work experience of over 10 years. His remuneration for FY21 was Rs 3. 0 mn (Rs
2. 0 mn in FY20). The company proposes to increase the overall remuneration limit
to Rs 6. 0 mn, which will be gradually increased over a period of time. His
proposed remuneration is comparable to peers in the company and industry.
Q2
09-Jul-2021 MINDA CORPORATION LTD. AGM Management For For
Confirm interim dividend of Rs. 0.30 per equity

The total dividend outflow for FY21 is Rs. 155. 4 mn. The dividend payout ratio is
09-Jul-2021 MINDA CORPORATION LTD. AGM Management share and declare final dividend of Rs. 0.35 per For For
18. 6%.
equity share of face value Rs. 2.0 each for FY21
Q2
Ashok Minda, 59, is promoter and Executive Chairperson and Group CEO. He
Reappoint Ashok Minda (DIN: 00054727) as
09-Jul-2021 MINDA CORPORATION LTD. AGM Management For For attended 100% of the board meetings in FY21. He retires by rotation and his
Q2 reappointment is in line with all statutory requirements.
The company proposes to appoint SR Batliboi & Co. LLP as statutory auditors for
five years in place of BSR & Co. LLP who have completed their tenure of ten years.
The audit fee proposed for FY22 is Rs. 7. 5 mn plus applicable taxes and
Appoint SR Batliboi & Co. LLP as Statutory
reimbursement of out-of-pocket expenses incurred by them. BSR & Co. LLP was
09-Jul-2021 MINDA CORPORATION LTD. AGM Management Auditors for a period of five years from FY22 and For For
paid a statutory audit fee of Rs. 11. 0 mn in FY21. The proposed remuneration is
fix their remuneration at Rs. 7.5 mn for FY22
reasonable compared to the size and scale of the company’s operations. However,
given the reduction in audit fee, the company must clarify if there is a
commensurate reduction in the scope of audit.
Q2
Ratify remuneration of Rs. 0.65 mn for Chandra The total remuneration proposed to be paid to the cost auditor is reasonable
Wadhwa & Co. as cost auditors for FY22 compared to the size and scale of the company’s operations.
Q2
Aakash Minda, 31, is part of the promoter family and was appointed as Additional
Director on the board w. E. F. 5 November 2020. The company proposes to appoint
Appoint Aakash Minda (DIN: 06870774) as
him as Director, liable to retire by rotation: he will be designated as Whole-time
09-Jul-2021 MINDA CORPORATION LTD. AGM Management Director from 5 November 2020, liable to retire by For For
Director. Mr. Minda is completely involved in all the aspects of handling of the
rotation
business from business side as well other financial aspects. We believe his
appointment is in line with all statutory requirements.
Q2
Naresh Kumar Modi, 54, is the CFO and Whole-time Director, Minda Corporation
Appoint Naresh Kumar Modi (DIN: 00089536) as Limited. He has been working at Spark Minda Group for the last 24 years with a
09-Jul-2021 MINDA CORPORATION LTD. AGM Management Director from 11 December 2020, liable to retire by For For tenure of around 15 years at Minda Stoneridge Instruments Limited, a joint venture
rotation of the company. The company proposes to appoint him as Director, liable to retire
by rotation. His appointment is in line with all statutory requirements.
Q2
Naresh Kumar Modi was paid a remuneration of Rs. 18. 3 mn in FY21, which was
Appoint Naresh Kumar Modi (DIN: 00089536) as 65x the median employee remuneration. His estimated FY22 remuneration of Rs.
Whole-time director and CFO for five years from 11 31. 1 mn is commensurate with the size of the company and in line with that of
December 2020 and fix his remuneration as remuneration paid to peers. As a good practice, the company must disclose the
minimum remuneration for three years likely quantum of stock options he is expected to receive over his term and the
performance metrics that determine variable pay.
Q2
Ravi Sud, 67, is the nominee of Phi Capital Trust which owned 4. 9% equity in
Minda Corp on 31 March 2021. Prior to this, he was the CFO of Hero Motocorp
Appoint Ravi Sud (DIN: 00074720) as Non-
and was instrumental in inception of Hero Fincorp. He holds a bachelor’s degree
09-Jul-2021 MINDA CORPORATION LTD. AGM Management Executive Non-Independent Director from 25 For For
with honours in commerce and an MBA from IIM Ahmedabad. The company
March 2021, liable to retire by rotation
proposes to appoint him as Director, liable to retire by rotation. His appointment is
in line with all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Pratima Ram, 70, is the former Chief General Manager of SBI. She has been
on the board of the company since 10 November 2016. She attended 100% of the
board meetings in FY21. Amendments in SEBI’s LODR require directors having
Reappoint Ms. Pratima Ram (DIN: 03518633) as
attained the age of 75 to be reapproved by shareholders through a special resolution.
09-Jul-2021 MINDA CORPORATION LTD. AGM Management Independent Director for a period of five years from For For
Ms. Pratima Ram’s continuation, post her reappointment on the board, requires
10 November 2021
shareholder approval: she will turn 75 years on 29 August 2025. We do not
consider age to be an eligibility criterion for board memberships. Her reappointment
is in line with the statutory requirements.
Q2
09-Jul-2021 FEDERAL BANK LTD. AGM Management For For
Q2
Declare final dividend of Rs. 0.7 per equity share The total dividend outflow will aggregate to Rs. 1. 4 bn. Dividend payout ratio is 8.
Q2 (face value Rs. 2.0) for FY21 8% of the standalone PAT.
Ms. Shalini Warrier, 55, is an Executive Director of the bank. Currently, she leads
the bank’s initiatives designed to enhance customer experience and operational
excellence through automation and digitization. She joined the bank on 2
November 2015, as the COO. She has been on the board since 15 January 2020 and
has attended all board meetings held in FY21. She retires by rotation; her
Reappoint Ms. Shalini Warrier (DIN: 08257526) as
09-Jul-2021 FEDERAL BANK LTD. AGM Management For For reappointment is in line with statutory requirements. She is also on the audit
committee of the board. As per RBI’s new guidelines to commercial banks,
including private sector banks, the audit committee of the board shall be constituted
with only non-executive directors. Banks are permitted to comply with these new
guidelines latest by 1 October 2021. The bank should articulate how it plans to
comply with these new guidelines.
Q2
Varma and Varma were appointed as one of the joint statutory auditors for four
years starting at the 2020 AGM while Borkar & Mazumdar were appointed for
three years from FY21. However, as per new RBI guidelines, banks will have to
Revise the tenure of appointment of Varma and appoint statutory auditors for a continuous period of three years. Thus, in order to
09-Jul-2021 FEDERAL BANK LTD. AGM Management Varma as joint statutory auditors to three years from For For comply with the new RBI requirements, the bank proposes to revise the tenure of
FY21 Varma & Varma as three years from FY21 instead of a tenure originally approved
for four years. The audit fees paid to the joint statutory auditors on a consolidated
basis including branch audit fee, certification etc. Was Rs. 39. 4 mn in FY21, which
is reasonable compared to the size and scale of the operation of the bank.
Q2
Federal Bank has around 1,272 branches. The bank seeks shareholder approval to
To authorize the board to appoint branch auditors
appoint branch auditors and approve the board to fix their remuneration. The
09-Jul-2021 FEDERAL BANK LTD. AGM Management for FY22 and fix their remuneration in consultation For For
appointment will be in consultation with the statutory auditors of the bank. The
with the joint central statutory auditors
auditors will be responsible for auditing Federal Bank’s branch accounts.
Q2
Ms. Varsha Purandare, 62, is the former MD & CEO of SBI Capital Markets Ltd.
She was also the Deputy MD of SBI from May 2014 to November 2015. She has
Appoint Ms. Varsha Purandare (DIN: 05288076) as over 36 years of experience in credit, forex, treasury, capital markets, investment
09-Jul-2021 FEDERAL BANK LTD. AGM Management Independent Director for five years from 8 For For banking, SSI, and private equity businesses of SBI and SBI Capital Markets Ltd.
September 2020 Across geographies. She has a BSc. In Chemistry and Diploma in Business
Management. She has attended 75% (6 out of 8) board meetings during her tenure
in FY21. Her appointment is in line with statutory requirements.
Q2
Shyam Srinivasan’s remuneration was Rs. 25. 0 mn in FY21. His proposed
Reappoint Shyam Srinivasan (DIN: 02274773) as remuneration as per our estimates is Rs. 34. 4 mn, including an estimate of variable
09-Jul-2021 FEDERAL BANK LTD. AGM Management Managing Director and CEO for one year from 23 For For pay but excluding ESOPs. His variable pay for FY21 is not disclosed as it is subject
September 2020 and fix his remuneration to RBI approval. The remuneration proposed for Shyam Srinivasan is in line with
that paid to peers in the industry and size and complexities of the business.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Ashutosh Khajuria (DIN: 05154975) as Ashutosh Khajuria’s remuneration was Rs. 11. 9 mn in FY21 including a
Executive Director from 1 April 2021 to 30 April performance linked incentive of Rs. 1. 3 mn for FY20. Currently, his proposed
09-Jul-2021 FEDERAL BANK LTD. AGM Management 2022 on remuneration terms subject to RBI For For remuneration structure is not disclosed as it is pending approval from RBI.
approval and approve payment of performance However, based on past trends, his remuneration has been comparable to peers and
linked incentive of Rs. 1.3 mn for FY20 commensurate to the size and complexity of the business.
Q2
Ms. Shalini Warrier was appointed on the board from 15 January 2020 for a period
of three years, which was approved by RBI and shareholders. After receiving
approval from RBI, the bank now seeks shareholder approval to pay her Rs. 1. 1 mn
Approve payment of performance linked incentive
as performance linked incentive for FY20 which is paid in FY21. Shalini Warrier’s
09-Jul-2021 FEDERAL BANK LTD. AGM Management to Ms. Shalini Warrier (DIN: 08257526), Executive For For
remuneration was Rs. 11. 1 mn in FY21 including a performance linked incentive
Director of Rs. 1.1 mn for FY20
of Rs. 1. 1 mn for FY20. Her remuneration including the performance linked
incentive is comparable to peers and commensurate to the size and complexity of
Q2 the business.
A. P Hota, 64, is the former MD & CEO of National Payments Corporation of India
Reappoint A.P. Hota (DIN: 02593219) as for eight years till 2017. He has 27 years of banking experience across technology
09-Jul-2021 FEDERAL BANK LTD. AGM Management Independent Director from 10 July 2021 up to 14 For For and payment systems. He has been on the board of the bank since 15 January 2018.
January 2026 He has attended 93% (14 out of 15) board meetings held in FY21. His
Q2
In order to augment the long-term resources of the bank, to maintain sufficient

liquidity in this uncertain economic environment driven by the outbreak of the
COVID-19 pandemic, to finance organic and/or inorganic growth and business
opportunities that may arise in the future, Federal Bank proposes to raise funds to
the tune of Rs 40. 0 bn. At the current market price of Rs. 83. 8 as on 20 June 2021,
Approve issuance of equity and equity-linked
09-Jul-2021 FEDERAL BANK LTD. AGM Management For For Federal Bank will have to issue ~ 477. 3 mn shares to raise the entire amount of Rs
securities up to Rs. 40.0 bn
40. 0 bn. There will be an approximate dilution of 19. 3% on the expanded capital
base. While the dilution is relatively high, the capital will be used to support the
bank’s future growth, augment its capital base, strengthen its balance sheet, to assist
the bank in dealing with contingencies or financing business opportunities, while
ensuring that its capital adequacy is within regulatory norms.
Q2
The issue of these securities will be within the overall borrowing limit of Rs. 120
bn. Federal Bank’s long-term debt has been rated IND AA/Stable and CARE
AA/Stable and its short-term debt has been rated CRISIL A1+, which denotes high
Approve raising of funds through issuance of bonds
09-Jul-2021 FEDERAL BANK LTD. AGM Management For For degree of safety regarding timely payment of financial obligations. Such instruments
up to Rs. 80.0 bn
carry very low credit risk. The bank’s capital adequacy ratio is 14. 6% as of 31
March 2021. Independent of the borrowing limits, debt levels in banks are reined in
by RBI’s capital adequacy requirements.
Q2
The bank seeks shareholder approval to issue and allot up to ~ 104. 8 mn shares
equity shares of face value of Rs. 2. 0 at an issue price of Rs. 87. 4 each aggregating
to ~ Rs. 9. 2 bn to IFC, IFC Financial Institutions Growth Fund, LP and IFC
Emerging Asia Fund, LP (IFC and its affiliates). The issue price is at 4. 2%
Approve preferential issue of equity shares premium to the current market price and will lead to a dilution of 5% on the
aggregating to Rs. 9.16 bn to International Finance expanded capital base. The transaction proposed is a green investment, which will
Corporation (IFC), IFC Financial Institutions support the bank in reducing exposure to coal-related projects (3. 5% of the bank’s
Growth Fund, LP and IFC Emerging Asia Fund, LP portfolio as of 31 March 2021). IFC will also help the bank in developing its
climate strategy and augmenting its green lending portfolio. The transaction would
facilitate the bank by strengthening its tier-1 capital adequacy, position itself for
growth opportunities, particularly in the MSME and climate financing segment and
align the bank to its long term ESG strategy.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
On 6 May 2021, Magma Fincorp became a 60% subsidiary of Rising Sun Holdings
(RSH), (an Adar Poonawalla company) on infusion of Rs 32. 1 bn and allotment of
458. 0 mn shares into the company. The open offer was completed on 21 May 2021.
Equity infusion by RSH, Mayank Poddar and Sanjay Chamria has resulted in the
Approve change of name of the company from
Tier-1 capital adequacy ratio to increase to 66. 8% as on 15 May 2021, with
Magma Fincorp Ltd to Poonawalla Fincorp Ltd. and
POONAWALLA FINCORP leverage at 1. 3x. The company proposes to rename and rebrand itself and its
11-Jul-2021 Postal Ballot Management consequential amendment to Memorandum of For For
LTD. subsidiaries, under the Poonawalla brand name and proposes to change its name to
Association (MoA) and Articles of Association
Poonawalla Fincorp Ltd. Necessary approvals have been received from IRDAI, the
(AoA)
RBI and Registrar of Companies, Central Registration Centre, Ministry of
Corporate Affairs. The name change will be reflected in the MoA and AoA
accordingly. The revised AoA and MoA are available on the website of the
company.
Q2
With RSH being classified as promoter, the company, RSH and existing promoters
have entered into a Shareholders’ Agreement (SHA) dated 10 June 2021 to record
the terms on which their relationship in respect of the affairs of the company will be
governed. To give effect to the terms of the SHA, the company proposes to alter its
POONAWALLA FINCORP
11-Jul-2021 Postal Ballot Management Alteration in Articles of Association For For AoA. We believe that proposed insertion of the promoter SHA into the AoA which
LTD.
details out the rights of the promoter’s limits conflict issues that could arise in the
future and is a good practice. We consider to vote in favour considering the strong
brand and governance of Poonawalla group and their significant ~60%
shareholding in the company.
Q2
regarding investments and loans aggregating Rs. 17. 9 bn being considered
recoverable in respect of subsidiaries in the standalone financials. Further, there is
an emphasis of matter regarding the management’s assessment of property, plant
and equipment (PPE) and intangible assets aggregating Rs. 10. 4 bn being
ADANI PORTS & SPECIAL Adoption of standalone and consolidated financial considered recoverable in respect of subsidiaries, in the consolidated financials.
ECONOMIC ZONE LTD. statements for the year ended 31 March 2021 Further, in both the standalone and consolidated statements, there is an emphasis of
matters relating to delay in compliance of commercial operational date with respect
to a port being constructed by a wholly owned subsidiary in Kerala: the auditors’
opinion is not modified in respect of these matters. Based on the auditors’ report,
Q2
ADANI PORTS & SPECIAL Declare final dividend of Rs. 5.0 per equity share The total dividend outflow for FY21 is Rs. 10. 2 bn and the payout ratio is 52. 8%
Q2 ECONOMIC ZONE LTD. (face value Rs. 2.0) for FY21 of standalone profit after tax.
The company has 2. 5 mn, 0. 01 % non-cumulative redeemable preference shares of
Declare dividend on 0.01% non-cumulative
ADANI PORTS & SPECIAL Rs. 10. 0 each on 31 March 2021. The company proposes to pay a dividend of Rs.
12-Jul-2021 AGM Management redeemable preference shares of face value Rs. 10 For For
ECONOMIC ZONE LTD. 0. 001 per share (0. 01% on Rs. 10. 0 preference share). The total amount of
each
Q2 dividend aggregates to Rs. 2,501. 8.
Dr. Malay Mahadevia, 58, was a wholetime director of the company. However, he
resigned from his executive position on 31 May 2021 and is currently a Non-
Reappoint Dr. Malay Mahadevia (DIN:00064110)
ADANI PORTS & SPECIAL Executive Non-Independent Director. He has been on the board of the company
12-Jul-2021 AGM Management as Non-Executive Non-Independent Director, liable For For
ECONOMIC ZONE LTD. since May 2009. He has attended all board meetings held in FY21. He retires by
rotation and his reappointment as a Non-Executive Non-Independent Director is in
line with all statutory requirements.
Q2
P. S. Jayakumar, 59, is the former Managing Director and CEO of Bank of Baroda.
Under his leadership the bank had completed a three-way merger between Bank of
Appoint P. S. Jayakumar (DIN:01173236) as an Baroda, Vijaya Bank and Dena bank. He was the former country head of the
ADANI PORTS & SPECIAL
12-Jul-2021 AGM Management Independent Director for five years from 23 July For For Consumer Banking Group in India for Citibank. He also has entrepreneurial
ECONOMIC ZONE LTD.
2020 interests and has cofounded companies in the affordable housing space. His
appointment as Independent Director for a period of five years meets all statutory
requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Appoint Ms. Avantika Singh Aulakh (DIN:
ADANI PORTS & SPECIAL 07549438) as a Non-Executive Non-Independent
12-Jul-2021 AGM Management For For Good candidature.
ECONOMIC ZONE LTD. Director from 15 September 2020, liable to retire by
Q2 rotation
The company will utilise the increase in borrowing limits for business expansion
and capital expenditure: it plans to undertake capital expenditure between Rs. 31. 0
bn-Rs. 35 bn in FY22 towards port development, logistics and maintenance.
Further, it has completed the acquisition of Dighi Ports Limited under the Corporate
Insolvency Resolution Plan in FY21 and plans to invest Rs. 100. 0 bn in its
ADANI PORTS & SPECIAL Approve increase in borrowing limits to Rs. 500.0 development. The approval sought is significantly higher than the current limits and
ECONOMIC ZONE LTD. bn from Rs. 350.0 bn there is no clarity on the usage of the proposed borrowing limit. Notwithstanding,
the company’s standalone and consolidated debt at the end of FY21 was Rs. 338. 1
bn and Rs. 349. 4 bn respectively: therefore it has limited headroom to raise further
debt under the current limit of Rs. 350. 0 bn. We expect the company to be
judicious in raising incremental debt, as in the past. We also draw comfort from the
company’s guidance of Net Debt/EBITDA target range of 3. 0x to 3. 5x.
Q2
The company is seeking approval to authorize the Board of Directors to appoint
ADANI PORTS & SPECIAL Authorize the board to appoint branch auditors and branch auditors in consultation with the company’s statutory auditors for carrying
ECONOMIC ZONE LTD. fix their remuneration out the audit of the accounts of branches; be it existing, or which may be opened /
acquired hereafter within or outside India.
Q2
12-Jul-2021 ADANI TOTAL GAS LTD. AGM Management For For
Declare final dividend of Rs. 0.25 per equity share The total dividend outflow for FY21 is Rs. 0. 27 bn and the dividend payout ratio is
Q2 (face value Re. 1 each) 5. 83%.
Declare dividend of Re. 1.0 (10%) on preference
12-Jul-2021 ADANI TOTAL GAS LTD. AGM Management For For The total preference dividend outflow for FY21 is Rs. 60,000.
Q2 shares of face value Rs. 10 each
Alexis Thelemaque, 53, is the Managing Director of Total Oil India Private Limited
Reappoint Alexis Thelemaque (DIN: 08563003) as and a non-executive non-independent director on the board of the company,
12-Jul-2021 ADANI TOTAL GAS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For representing the promoter group. He attended 100% (5 out of 5) board meetings
retire by rotation held in FY21. He retires by rotation and his reappointment as non-executive non-
independent director is in line with statutory requirements.
Q2
Jose-Ignacio Sanz Saiz, 53, is the Vice President for Gas, Renewables and Power
and Country Chair of TotalEnergies in India. He has 27 years of experience in the
energy industry. He joined the TotalEnergies Group in Spain in 2000 and has held
various positions in the Gas & Power and in the Exploration & Production
Appoint Jose-Ignacio Sanz Saiz (DIN: 08705604)
branches. He has been Managing Director of the G&P affiliate Total LNG USA in
12-Jul-2021 ADANI TOTAL GAS LTD. AGM Management as Non-Executive Non-Independent Director from 5 For For
Houston and of Total E&P affiliates in Bolivia, United States and Australia. He was
August 2020, liable to retire by rotation
appointed on the board as non-executive non-independent director from 5 August
2020 and attended 100% (4 out of 4) board meetings in FY21. He represents the
promoter group on the board. He is liable to retire by rotation and his appointment
is in line with all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Gauri Trivedi, 61, is a Retired IAS Officer. She has been associated with the
Adani Group as Independent Director on the board of Adani Power Limited, a
group company, since August 2018. She has held several administrative posts in
Karnataka including Assistant Commissioner, Joint Director (Commerce and
Appoint Ms. Gauri Trivedi (DIN: 06502788) as an Industry), Chief Secretary/ Director (Rural Development and Panchayati Raj),
12-Jul-2021 ADANI TOTAL GAS LTD. AGM Management Independent Director for five years from 5 August For For Deputy Commissioner (Excise), Joint Registrar of Cooperative Societies. Ms. Gauri
2020 Trivedi has served as Managing Director of HESCOM, a power distribution
company, Managing Director of Karnataka State Food & Civil Supplies
Corporation, Secretary to Government, Revenue Department, Govt. Of Karnataka
and Secretary to the Governor of Karnataka. Her appointment as an independent
director till August 2025 is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 135,000 to N D Birla & The total remuneration proposed to be paid to the cost auditor in FY22 is
Q2 Co as cost auditors for FY22 reasonable compared to the size and scale of operations.
In FY21, Adani Total Gas Limited (ATGL) received back loans of ~Rs. 3. 11 bn
from AEL, a promoter -controlled entity, as per terms of loan agreement. As on 31
March 2021, there is no outstanding loan balance with AEL. ATGL has entered
Ratify related party transactions with Adani into long-term agreement with ATPL, entity controlled by the promoters, for a
12-Jul-2021 ADANI TOTAL GAS LTD. AGM Management Enterprises Limited (AEL) and Adani Total Private For For period of up to 3 years from 1 January 2021 to 31 December 2023 for supply of
Limited (ATPL) for FY21 Natural Gas to cater to the demand of its existing/ upcoming Geographical Areas
(GAs) for a contract value of Rs 15. 0 bn. Thus, the company seeks ratification for
RPTs with ATPL of Rs. 2. 03 bn in FY21 for purchase of natural gas. The related
party transactions are in the ordinary course of business and at arms’ length price.
Q2
12-Jul-2021 ADANI ENTERPRISES LTD. AGM Management For For
Declare final dividend of Re. 1.0 per share (Face The total dividend payment is Rs. 1. 1 bn. Consequently, the payout ratio stands at
Q2 Value Re. 1.0) ~29. 8% in FY21.
Pranav Adani, 42, is part of the promoter family and Executive Director. He
Reappoint Pranav V Adani (DIN:00008457) as
12-Jul-2021 ADANI ENTERPRISES LTD. AGM Management For For attended all four board meetings in FY21. He retires by rotation and his
Director
V. Subramanian, 72, is a Retired IAS Officer and former Secretary to the

Government of India, Ministry of New and Renewable Energy. He attended all four
Reappoint V. Subramanian (DIN: 00357727) as
board meetings in FY21. He has been an Independent Director on the board since
12-Jul-2021 ADANI ENTERPRISES LTD. AGM Management Independent Director for a period of five years upto For For
22 August 2016. His reappointment for a further period of five years upto August
August 2026
2026 is in line with all statutory requirements. The company must disclose the date
of (re)appointment of directors.
Q2
Ms. Vijaylaxmi Joshi, 62, is a Retired IAS Officer and former Joint Secretary to the
Government of India, Ministry of Commerce. She attended all four board meetings
Reappoint Ms. Vijaylaxmi Joshi (DIN: 00032055)
in FY21. She has been an Independent Director on the board since 2 December
12-Jul-2021 ADANI ENTERPRISES LTD. AGM Management as Independent Director for a period of five years For For
2016. Her reappointment for a further period of five years upto November 2026 is
upto November 2026
in line with all statutory requirements. The company must disclose the date of
(re)appointment of directors.
Q2
Adani Enterprises has six mining projects under development, has signed
concession agreements for three HAM road projects and has received letter of
agreement (LOA) from NHAI for four BOT/TOT projects. Therefore, the company
12-Jul-2021 ADANI ENTERPRISES LTD. AGM Management Issue securities up to Rs. 25.0 bn For For will need to raise long-term funds. Assuming the issue price is the current market
price (Rs. 1541. 5 on 22 June 2021), the company will issue ~16. 2 mn shares, if it
raises the maximum amount of Rs. 25 bn. The maximum dilution is ~1. 5% on the
expanded capital base, considering the shareholding on 31 March 2021.
Q2
Approve remuneration of Rs. 60,000 payable to K V The total remuneration proposed to be paid to the cost auditors in FY22 is
Melwani & Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management For For
Rajesh S Adani, 54, is promoter and MD of Adani Enterprises. He attended four out
Reappoint Rajesh S Adani (DIN: 00006322) as
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management For For of five (80%) board meetings in FY21. He retires by rotation and his reappointment
Reappoint Dharmesh Parikh & Co. LLP as Joint
Statutory Auditors for a period of five years from
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management For For In line with requirements.
FY22 and authorize the board to fix their
Q2 remuneration
The company’s joint statutory auditors, B S R & Co. LLP resigned w. E. F. 10 May
2021. B S R & Co. LLP were the company’s statutory auditors since FY14. The
company is proposing to appoint S R B C & Co. LLP as joint statutory auditors of
Appoint S R B C & Co. LLP as Joint Statutory
the company for a period of five years from FY22. Their appointment is in line with
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management Auditors for a period of five years from FY22 and For For
statutory requirements. As per Regulation 36(5) of SEBI’s LODR 2015, companies
authorize the board to fix their remuneration
are mandated to disclose the terms of appointment/ reappointment of auditors,
including the remuneration payable to them. The company has not made any
disclosures on the proposed audit fees.
Q2
Raminder Singh Gujral, 68, retired as Finance Secretary, Government of India in
2013. He has held positions of Secretary (Revenue), Secretary (Expenditure) and
Secretary (Ministry of Road, Transport and Highways). He also served as Chairman
Appoint Raminder Singh Gujral (DIN: 07175393)
of National Highways Authority of India and was the Director General of Foreign
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management as Independent Director for a period of five years For For
Trade and Chairman of Board of Governors of National Institute of Financial
w.e.f. 10 July 2020
Management. He has been an Independent Director on the board of Adani Power
since August 2015. He attended 100% (3 out of 3) of the board meetings held in
FY21. His appointment is in line with the statutory requirements.
Q2
Dinesh Kanabar, 63, is the founder of Dhruva Advisors LLP, a tax and regulatory
firm. Prior to this, he was the Deputy CEO of KPMG India and also served as the
Appoint Dinesh Kanabar (DIN: 00003252) as
Chairperson of KPMG's tax practice. Before joining KPMG, he served as the
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management Independent Director for five years w.e.f. 5 January For For
Deputy CEO of RSM & Co, a tax boutique in India and subsequently led the tax
2021
and regulatory practice of PricewaterhouseCoopers (PwC) upon the merger of RSM
& Co with PwC. His appointment is in line with the statutory requirements.
Q2
Appoint Jose Ignacio Sanz Saiz (DIN: 08705604)
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management as Non-Executive Non-Independent Director w.e.f. For For In line with requirements.
3 February 2021, not liable to retire by rotation
Q2
Vneet S Jaain, 54, has been associated with the Adani Group for over 15 years
during which he has spearheaded the group’s strategy for its Energy and
Infrastructure business and has been instrumental in growing various businesses -
Appoint Vneet S Jaain (DIN: 00053906) as Director
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management For For Renewable, Power generation, Transmission and Distribution. Given the lack of
w.e.f. 10 July 2020, not liable to retire by rotation
disclosures, we assume that he is not liable to retire by rotation. Notwithstanding,
we recognize that he is being appointed as the MD & CEO for a fixed term and his
reappointment will need shareholder approval.
Q2
Appoint Vneet S Jaain (DIN: 00053906) as MD &
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management CEO for a period of five years w.e.f. 20 July 2020 For For In line with requirements.
Q2 and fix his remuneration
Approve increase in borrowing limit to Rs. 250.0 bn
13-Jul-2021 ADANI GREEN ENERGY LTD. AGM Management For For In line with requirements.
Q2 from Rs. 150.0 bn
13-Jul-2021 ADANI TRANSMISSION LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Anil Sardana, 62, is the Managing Director and CEO. He has been on the board
Reappoint Anil Sardana (DIN: 00006867) as
13-Jul-2021 ADANI TRANSMISSION LTD. AGM Management For For since May 2018. He has attended all four board meetings held in FY21. He retires
by rotation. His reappointment is in line with statutory requirements.
Q2
Assuming the issue price is the current market price (Rs. 1332. 9 on 23 June 2020),
the company will issue ~18. 8 mn shares. The maximum dilution is ~1. 7% on the
Approve issuance of equity or equity linked
13-Jul-2021 ADANI TRANSMISSION LTD. AGM Management For For expanded capital base as on 31 March 2021. We understand that the company needs
securities up to Rs. 25.0 bn
funds to support its operations: the company has plans to invest Rs. 30. 0 bn and Rs.
15. 0 bn in its transmission and Mumbai electricity business in FY22.
Q2
Ratify related party transactions aggregating to Rs.
13-Jul-2021 ADANI TRANSMISSION LTD. AGM Management 44.0 bn for FY21 with Adani Infra (India) Ltd, a For For In line for growth of company. Though more disclosures needed.
Q2 group company
13-Jul-2021 MINDTREE LTD. AGM Management For For
Confirm interim dividend of Rs. 7.5 per share and
The total outflow on account of dividend is Rs. 4. 1 bn vs Rs. 2. 2 bn in FY20. The
13-Jul-2021 MINDTREE LTD. AGM Management declare final dividend of Rs. 17.5 per share (face For For
dividend payout ratio is 37. 1%.
Q2 value Rs. 10.0) for FY21
Sekharipuram Narayanan Subrahmanyan, 61, is the MD and CEO of the promoter

company, Larsen and Toubro Limited and serves on boards on several group
Reappoint Sekharipuram Narayanan Subrahmanyan companies. He has been on the board since July 2019. He has been associated with
13-Jul-2021 MINDTREE LTD. AGM Management (DIN: 02255382) as Non-Executive Non- For For L&T group since 1984 and has held served various key roles within the group. He
Independent Director, liable to retire by rotation holds a degree in civil engineering and post-graduation in business management.
He attended 100% board meetings held in FY21 (6/6) and FY20 (6/6). He retires by
Q2
Ramamurthi Shankar Raman, 62, is the Chief Finance Officer of the promoter
company, Larsen and Toubro Limited. He is a qualified chartered accountant and
cost accountant. He has been on board since July 2019 and has been associated with
Reappoint Ramamurthi Shankar Raman (DIN:
L&T group since 1994. He was previously responsible for overseeing the entire
13-Jul-2021 MINDTREE LTD. AGM Management 00019798) as Non-Executive Non-Independent For For
finance function at the group level, including functions like risk management and
investor relations. He attended 100% board meetings held in FY21 (6/6) and FY20
(6/6). He retires by rotation and his reappointment is in line with statutory
requirements.
Q2
Bijou Kurien, 62, is an independent consultant and serves as an Independent
Director on the boards of several companies. He has been on the board since April
2018. He has over 35 years of experience with India’s fast-moving consumer goods
(FMCG) brands, consumer durables, and retail industries. He was among the
Reappoint Bijou Kurien (DIN: 01802995) as
founding members of Titan Industries and Reliance Retail. He is an advisor to two
13-Jul-2021 MINDTREE LTD. AGM Management Independent director for five years from 17 July For For
leading private equity funds and an entrepreneurship incubation centre. He
2021
completed a postgraduate diploma in Business Management from XLRI,
Jamshedpur. He attended 100% board meetings (6/6) held in FY21 and attended
89% board meetings held in FY20 (8/9) and FY19 (8/9). His reappointment as
Independent Director for five years is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Akshaya Bhargava, 64 is the founder of Bridgeweave, a UK based fintech firm that

creates artificial intelligence powered products for the wealth and asset
management industry. He has been on the board since December 2016. He was
previously the global CEO of Wealth and Investment Management division at
Reappoint Akshaya Bhargava (DIN: 01874792) as Barclays plc. He has been the CEO of Butterfield Fulcrum Group (acquired by
13-Jul-2021 MINDTREE LTD. AGM Management Independent director for five years from 1 October For For MUFJ Group) and the founding CEO of Progeon (acquired by Infosys and renamed
2021 Infosys BPO in 2006). He has held various key positions at Citibank for over two
decades. Akshaya Bhargava completed his MBA from Indian Institute of
Management, Calcutta and is currently based in London. He attended 100% board
meetings (6/6) held in FY21 and attended 89% board meetings held in FY20 (8/9)
and FY19 (8/9). His reappointment is in line with statutory requirements.
Q2
14-Jul-2021 WIPRO LTD. AGM Management For For
Total dividend aggregates to Rs. 5. 5 bn. The total dividend payout ratio is 5. 5% of
Confirm interim dividend of Re. 1.0 per equity
14-Jul-2021 WIPRO LTD. AGM Management For For the standalone PAT. In addition, Wipro Limited has undertaken a buyback of shares
share (face value Rs.2) as final dividend for FY21
Q2 in FY21 aggregating to Rs. 95 bn, excluding taxes.
Thierry Delaporte, 54, is the MD and CEO of the company, he has been on the
board of the company since 6 July 2020. Prior to this, he was the COO and member
Reappoint Thierry Delaporte (DIN: 08107242) as
14-Jul-2021 WIPRO LTD. AGM Management For For of group executive board of Capgemini. He has attended all board meetings held
during his tenure. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Ms. Tulsi Naidu, 47, is the CEO – Asia Pacific and member of the executive
committee of Zurich Insurance Group and the former CEO of Zurich’s UK
Appoint Ms. Tulsi Naidu (DIN: 03017471) as Business. Prior to joining Zurich, she was Executive Director, UK, and Offshore at
14-Jul-2021 WIPRO LTD. AGM Management Independent Director for five years from 1 July For For Prudential. She has 25 years of experience in financial services in Europe and Asia.
2021 She holds a post graduate diploma in management from IIM, Ahmedabad and
bachelor’s degree in mathematics, economics and statistics from Nizam College,
Hyderabad. Her appointment is in line with statutory requirements.
Q2
Rishad A. Premji’s fixed salary will be revised to Rs. 50. 0 mn – Rs. 120. 0 mn
from the existing range of Rs. 45. 0 mn – Rs. 90. 0 mn, including any one-time
payouts. We estimate his FY22 remuneration to be Rs. 154. 7 mn, including
Revise remuneration of Rishad A. Premji (DIN: commission, which is comparable to peers and commensurate with the size and
02983899), till he remains Executive Chairperson or complexity of the business. We expect the company to cap the commission payable
14-Jul-2021 WIPRO LTD. AGM Management For For
till the end of his term on 30 July 2024, whichever in absolute amounts. He was appointed as Executive Chairperson for five years at
is earlier the 2019 AGM: the terms of appointment state that on 1 April 2022 (or on a later
extended date as determined by SEBI), he will be redesignated as Non-Executive
Chairperson, in line with regulations on separation of roles of CEO and
Chairperson, on a remuneration as applicable to other non-executive directors.
Q2
14-Jul-2021 AJANTA PHARMA LTD. AGM Management For For
Ajanta Pharma Limited paid an interim dividend to be considered as final dividend

of Rs. 9. 5 per share (of face value Rs 2. 0) in FY21. Thus, the total dividend for the
14-Jul-2021 AJANTA PHARMA LTD. AGM Management For For year is Rs. 0. 8 bn and the dividend payout ratio for the year is 12. 2% (25. 8% in
share of Rs.10 each as final dividend
FY20). In addition, the company has undertaken a buyback of shares in FY21
aggregating to Rs. 1. 36 bn, excluding taxes.
Q2
Madhusudan Agrawal, 66, is part of the promoter family and Executive Vice
Reappoint Madhusudan Agrawal (DIN: 00073872)
14-Jul-2021 AJANTA PHARMA LTD. AGM Management For For Chairperson of the company. He attended all four board meetings in FY21. He
retires by rotation, and his reappointment is in line with the statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajesh Agrawal, 45, is part of the promoter family and Managing Director of the
Reappoint Rajesh Agrawal (DIN: 00302467) as
14-Jul-2021 AJANTA PHARMA LTD. AGM Management For For company. He attended all four board meetings in FY21. He retires by rotation, and
Q2 his reappointment is in line with the statutory requirements.
Mannalal B. Agrawal, 74, is part of the promoter family and Non-Executive

Chairperson of the company. He attended all four board meetings in FY21.
Continuation of Mannalal Agrawal (DIN:
00073828) as Non-Executive Non-Independent
14-Jul-2021 AJANTA PHARMA LTD. AGM Management For For reapproved by shareholders through a special resolution. Mannalal Agrawal’s
Director, liable to retire by rotation, after he has
continuation requires shareholder approval: he will turn 75 years on 26 March 2022.
attained 75 years of age on 26 March 2022
We do not consider age to be an eligibility criterion for board memberships. His
continuation is in line with the statutory requirements.
Q2
Ratify remuneration of Rs. 550,000 for Sevekari,
The total remuneration proposed to be paid to the cost auditors in FY22 is
14-Jul-2021 AJANTA PHARMA LTD. AGM Management Khare & Associates, Cost Accountants, as cost For For
reasonable compared to the size and scale of the company’s operations.
Q2 auditors for FY22
14-Jul-2021 OBEROI REALTY LTD. AGM Management For For
Ms. Bindu Oberoi, 53, is part of the promoter family and has been on the board of
Reappoint Ms. Bindu Oberoi (DIN:00837711) as Oberoi Realty limited since 2006. She has attended all the 4 board meetings in
Non-Executive Non-Independent Director FY21 and retires by rotation. Her reappointment is in line with statutory
Q2 requirements.
SRBC & Co. LLP were appointed as statutory auditors at the 2017 AGM.
Ratify SRBC & Co. LLP as statutory auditors for Amendments in the Companies Act, 2013 have done away with the requirement of
14-Jul-2021 OBEROI REALTY LTD. AGM Management one year and authorize the board to fix their For For annual ratification of auditors by shareholders. Notwithstanding, we support their
remuneration ratification for one year. While not mandatory (for ratification), the board should
have disclosed proposed audit fees in keeping with the spirit of regulation.
Q2
Ratify remuneration of Rs. 360,000 payable to
The proposed remuneration is reasonable compared to the size and scale of
14-Jul-2021 OBEROI REALTY LTD. AGM Management Kishore Bhatia & Associates as cost auditors for For For
operations.
Q2 FY22
As an enabling resolution, the company proposes to issue equity shares or equity-

linked securities upto Rs 20. 0 bn. The proceeds from the issuance will be utilized
for meeting capex and working capital requirements, acquisition and development
Approve issuance of equity or equity linked of land, repayment of debt, investment in subsidiaries, the cost of construction and
securities up to Rs. 20.0 bn development of ongoing and new projects, and general corporate purposes. To raise
Rs. 20. 0 bn at current market price, the company will have to issue ~33. 0 mn
equity shares, which will result in a dilution of 8. 3% on post–issuance share capital
of the company. The company may need additional capital to grow the business.
Q2
KALPATARU POWER Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
TRANSMISSION LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Confirm interim dividend of Rs. 8.5 per equity share The total dividend outflow for FY21 is Rs. 1. 5 bn and the dividend payout ratio is
KALPATARU POWER
15-Jul-2021 AGM Management and declare final dividend of Rs. 1.5 per equity For For 24. 2%. In addition, the company has undertaken a buyback of shares in FY21
TRANSMISSION LTD.
Q2 share (face value Rs. 2.0 each) aggregating to Rs. 1. 4 bn, excluding taxes.
Parag Munot, 51, is the Managing Director of Kalpataru Limited, a promoter group
company. He is part of the promoter family and a non-executive director in
Reappoint Parag Munot (DIN: 00136337) as Non- Kalpataru Power Transmission Limited. He attended 100% (6 out of 6) board
KALPATARU POWER
15-Jul-2021 AGM Management Executive Non-Independent Director, liable to retire For For meetings held in FY21. He is on the board of 13 other unlisted companies, most of
TRANSMISSION LTD.
by rotation which are promoter group companies, and are likely fold into his job description.
He retires by rotation and his reappointment as non-executive non-independent
director is in line with statutory requirements.
Q2
KALPATARU POWER Ratify remuneration of Rs. 110,000 to K. G. Goyal The total remuneration of Rs. 110,000 proposed to be paid to the cost auditors in
TRANSMISSION LTD. & Associates as cost auditors for FY22 FY22 is reasonable compared to the size and scale of operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sanjay Dalmia, 58, is the Executive Director of the company since 8 August 2018.
His proposed remuneration for FY21 at Rs. 58. 9 mn is comparable to peers and
reasonable for the size of the business. We recognize that over 60% of his
Reappoint Sanjay Dalmia (DIN: 03469908) as remuneration is variable and linked to company performance. Sanjay Dalmia is a
KALPATARU POWER Executive Director for three years from 8 August professional and his skills and experience carry a market value. The remuneration
TRANSMISSION LTD. 2021 and fix his remuneration as minimum structure is open-ended, with no cap on the variable pay. As a good governance
remuneration practice the company must set a cap on the variable pay and disclose performance
metrics to which his variable pay is linked. Notwithstanding, we expect the
company to remain prudent and pay remuneration that is commensurate with the
performance as well as size of the industry.
Q2
15-Jul-2021 LAURUS LABS LTD AGM Management For For
Laurus Labs has declared three interim dividends of Rs 0. 8, Rs 0. 4 and Rs 0. 8 per

share in FY21. For FY21, the total dividend paid is Rs. 1. 1 bn. The dividend pay-
out ratio for is 8. 4%. The dividend policy of the company states that the company
Ratify first interim dividend of Rs.0.8 per equity
15-Jul-2021 LAURUS LABS LTD AGM Management For For will endeavour to pay 20% of standalone net profit. However, we understand that
share of face value Rs. 2.0 each
the company has proposed a capex of Rs 17. 0 bn to be carried out during FY22
and FY23 which would be largely funded through internal accruals and hence the
company may seek to preserve cash.
Q2
For FY21, the total dividend paid is Rs. 1. 1 bn. The dividend pay-out ratio for is 8.
4%. The dividend policy of the company states that the company will endeavour to
Ratify second interim dividend of Rs.0.4 per equity pay 20% of standalone net profit. However, we understand that the company has
share of face value Rs. 2.0 each proposed a capex of Rs 17. 0 bn to be carried out during FY22 and FY23 which
would be largely funded through internal accruals and hence the company may seek
Q2 to preserve cash.
For FY21, the total dividend paid is Rs. 1. 1 bn. The dividend pay-out ratio is 8.
4%. The dividend policy of the company states that the company will endeavour to
Approve and ratify third interim dividend of Rs.0.8 pay 20% of standalone net profit. However, we understand that the company has
per equity share of face value Rs. 2.0 each proposed a capex of Rs 17. 0 bn to be carried out during FY22 and FY23 which
would be largely funded through internal accruals and hence the company may seek
Q2 to preserve cash.
Dr. Satyanarayana Chava, 60, is promoter and the company’s Chief Executive
Reappoint Dr. Satyanarayana Chava (DIN
15-Jul-2021 LAURUS LABS LTD AGM Management For For Officer. He has attended 89% of the board meetings held in FY21. His
00211921) as Director liable to retire by rotation
Q2 reappointment meets all statutory requirements.
Dr. Lakshmana Rao C V, 57, is promoter and Executive Director (Quality), Laurus
Reappoint Dr. Lakshmana Rao C V (DIN
15-Jul-2021 LAURUS LABS LTD AGM Management For For Labs Ltd. He has attended 100% of the board meetings held in FY21. His
Approve remuneration of Rs. 550,000 payable to The total remuneration proposed to be paid to the cost auditors is reasonable
Q2 Sagar & Associates, cost auditors for FY21 compared to the size and scale of operations.
Dr. Satyanarayana Chava’s FY21 remuneration aggregated Rs. 264. 4 mn
Remove the cap on the bonus payable to Dr.
(including bonus for the year). The remuneration is linked with the achievement of
Satyanarayana Chava (DIN 00211921), Executive
15-Jul-2021 LAURUS LABS LTD AGM Management For For EBIDTA and the company has confirmed that the managerial remuneration for
Director and CEO with effect from 1 April 2020 till
FY21 will be less than 3. 5% of the PBT. Further, the remuneration is inline with
the end of his current term
Q2 industry peers.
Remove the cap on the bonus payable to V V Ravi V V Ravi Kumar’s FY21 remuneration aggregated Rs. 60. 4 mn (including bonus
Kumar (DIN 01424180), Executive Director and for the year). The remuneration is linked with the achievement of EBIDTA and the
CFO with effect from 1 April 2020 till the end of company has confirmed that the managerial remuneration for FY21 will be less
his current term than 3. 5% of the PBT. Further, the remuneration is inline with industry peers.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Remove the cap on the bonus payable to Dr. Dr. Lakshmana Rao C V’s FY21 remuneration aggregated Rs. 38. 9 mn (including
Lakshmana Rao C V (DIN 06885453), Executive bonus for the year). The remuneration is linked with the achievement of EBIDTA
Director with effect from 1 April 2020 till the end of and the company has confirmed that the managerial remuneration for FY21 will be
his current term less than 3. 5% of the PBT. Further, the remuneration is inline with industry peers.
Q2
Ms. Aruna Bhinge, 64, is the former Head of Food Security Agenda, Asia Pacific,
Reappoint Ms. Aruna Bhinge (DIN: 07474950) as
Syngenta India Limited. She has served on the board for the past five years. She has
15-Jul-2021 LAURUS LABS LTD AGM Management an Independent Director for five years w.e.f. 7 July For For
attended 100% of the board meetings in FY21. Her reappointment for a further term
2021
of five years is in line with statutory requirements.
Q2
Rajesh Koshy Chandy, 52, is a Professor at London Business School. He has served
Reappoint Rajesh Koshy Chandy (DIN: 07575240)
on the board for the past five years. He has attended 89% of the board meetings in
15-Jul-2021 LAURUS LABS LTD AGM Management as an Independent Director for five years w.e.f. 27 For For
FY21. His reappointment for a further term of five years is in line with statutory
July 2021
Q2 requirements.
The aggregate number of ESOPs to be granted will not exceed 1. 0 mn equity
Approve Laurus Labs Employees Stock Option shares upon exercise representing ~0. 2% of the current issued capital. This aligns
Scheme 2021 (ESOP 2021 Scheme) management interest to shareholders interest without significant dilution of
Q2 ownership.
Approve extension of ESOP 2021 to the employees The company proposes to extend the ESOP 2021 Scheme to the employees of its
of the subsidiaries of the company subsidiary companies. Our decision on this resolution is linked to resolution #14.
Q2
In 2014, Bluewater Investment Ltd, a private equity investor had invested in Laurus
Labs. Accordingly, the Articles of Association provided a right to Bluewater
Investment Ltd to appoint one nominee director on the board of the company until
Alteration of Articles of Association to remove
they hold 15% of the shares of the company. In May 2020 and June 2020 Bluewater
15-Jul-2021 LAURUS LABS LTD AGM Management Bluewater Investment Limited’s right to nominate a For For
Investment Ltd sold its entire stake of 19. 68% equity shareholding in Laurus Labs.
director
The board has proposed to make appropriate alterations in the Articles of
Association such that Bluewater Investment Ltd would cease to have the rights to
appoint a Nominee Director on the board.
Q2
Mohit Talwar’s FY21 remuneration (including performance incentive for FY21 and
pertaining to FY19) was Rs 13. 3 mn. In the AGM of FY20, he was reappointed for
one year at a maximum remuneration of Rs 61. 1 mn, to provide continuity to the
restructuring initiatives that were underway. There are no ESOP grants envisaged in
Approve the payment of one-time special incentive this period. The company now proposes a one-time special incentive of Rs 50. 0 mn
MAX FINANCIAL SERVICES of Rs 50.0 mn to MD & CEO Mohit Talwar in for FY22 in addition to the approved remuneration for his instrumental role in
LTD addition to his annual remuneration - a maximum of implementation of the joint venture relationship with Axis Bank, by bringing it on
Rs. 61.1 mn for FY21-22 board as the co-promoter in the company's subsidiary company Max Life Insurance
Co. This will take the FY22 remuneration to Rs 115. 3 mn (including retirals and
car perquisites)The proposed incentive is commensurate with the strategic
importance of the joint venture and the shareholder value the transaction has
created.
Q2
related issues raised and data migration on the merger of Allahabad Bank with
Indian Bank, the auditors are of the opinion that the financial statements are
Adoption of financial statements for the year ended prepared in accordance with the generally accepted accounting principles and
16-Jul-2021 INDIAN BANK AGM Management For For
31 March 2021 Indian Accounting Standards (IND-AS). Typical of public sector banks, Indian
Bank has five joint auditors. The audit committee must provide clarity on how it
establishes accountability of these auditors and ensures that issues do not fall
through the cracks, while allocating audit responsibilities.
Q2
Indian Bank proposes a final dividend of Rs 2. 0 per share (of face value Rs 10. 0).
Total dividend will be Rs 2. 3 bn and payout ratio will be 7. 7%. Following an RBI
Approve dividend of Rs 2.0 per equity share of face
16-Jul-2021 INDIAN BANK AGM Management For For directive. No dividend was paid in FY20 following an RBI directive. On 22 April
value Rs 10.0
2021 an RBI circular further curtailed banks’ ability to pay dividends for FY21 to
50% of the maximum dividend payable under regulations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Adoption of standalone and consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management For For
statements for the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
Declare final dividend of Rs. 33.0 per equity share The company has a proposed a final dividend of Rs. 33. 0 per equity share of face
(face value Rs. 2.0) for FY21 value Rs. 2. 0 each for FY21. The total dividend outflow for FY21 is Rs. 7. 9 bn.
Q2
Ms. Nandini Piramal, 40, is part of the promoter family and an executive director.
She heads the human resources function and the information technology function at
Reappoint Ms. Nandini Piramal (DIN: 00286092)
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management For For Piramal group and quality at Piramal Pharma. She has been on the board since 1
April 2009. She has attended all board meetings held in FY21. She retires by
rotation; her reappointment is in line with statutory requirements.
Q2
Anand Piramal, 36, is part of the promoter family and a non-executive non-
independent director. He is the founder of Piramal Realty. He has been on the board
Reappoint Anand Piramal (DIN: 00286085) as
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management For For of the company since 12 May 2017. He has attended all board meetings held in
FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Kunal Bahl, 37, is the co-founder and CEO of Snapdeal. He is member of the
Nasscom Executive Committee since 2019 and is the current chairperson of the
Appoint Kunal Bahl (DIN: 01761033) as Confederation of Indian Industry (CII), National E-commerce Committee. Kunal
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management Independent Director for five years from 14 October For For Bahl is a part of the National Startup Advisory Council, a government constituted
2020 committee to advise the government on promoting the Indian start-up ecosystem.
Kunal would bring strong IT and e-commerce skills which would be beneficial for
the company. His appointment is inline with statutory requirements.
Q2
Suhail Nathani, 56, is a co-founding partner at Economic Laws Practice. He is
Appoint Suhail Nathani (DIN: 01089938) as
involved with international trade & customs, competition law & policy and
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management Independent Director for five years from 14 October For For
corporate commercial practices of the firm. Besides India, he is also admitted to the
2020
New York Bar. His appointment is inline with statutory requirements.
Q2
Ms. Anjali Bansal, 50, is founder and Chairperson of Avaana Capital, an investment
Appoint Ms. Anjali Bansal (DIN: 00207746) as
firm and currently serves in a non-executive role. She is the Former Global Partner
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management Independent Director for five years from 19 For For
& MD of TPG Private Equity. Her appointment is inline with statutory
November 2020
Q2 requirements.
Khushru Jijina, 56, is the Managing Director of Piramal Capital & Housing Finance
Appoint Khushru Jijina (DIN: 00209953) as Limited (PCHFL), a wholly owned subsidiary of the company. As the MD of
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management Executive Director for three years from 1 April For For PCHFL he will draw all his remuneration from PCHFL and shall not draw any
2021 and fix his remuneration remuneration from the company. His appointment is inline with statutory
Q2 requirements.
Over the past five years, the aggregate commission paid to non-executive directors
Approve payment of commission to Non-Executive
has been less than Rs. 30 mn, and we expect the company to maintain commission
Directors in the event of no profits/inadequate
pay-outs in line with past practice. Given that, the proposed cap of up to Rs. 100
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management profits for three years from FY21 as per regulatory For For
million is high. We support the resolution expecting that the company will not
limits or Rs. 100 mn in aggregate, whichever is
deviate materially from past practice, and that the resolution validity is three years –
higher
following which the company will seek shareholder approval once again.
Q2
The company seeks shareholder approval that in addition to PEL’s own ESOP trust,
the ESOP scheme can be implemented through the trust of Piramal Phythocare
Approve amendment of Piramal Enterprises Limited
Limited (PPL). PPL merged with the company in December 2019 and after the
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management Senior Employees’ Stock Ownership Plan – 2015 For For
merger holds shares of PEL. We understand that proposed amendment would allow
(ESOP scheme)
PPL’s trust to utilize the shares of the company held for the implementation of the
Q2 ESOP scheme.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The resolution allows Piramal Enterprises Limited senior employees welfare trust
(the trust), to implement the ESOP scheme either through direct allotment of shares
by the company or through secondary acquisition of the company’s shares. As part
Approve acquisition of shares for the purposes of
of the resolution, the board can create, offer, grant, issue and allot up to 4. 5 mn
Piramal Enterprises Limited Senior Employees’
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management For For equity shares (2% of shares held as on 31 March 2021) to the trust upon payment of
Stock Ownership Plan – 2015 through direct
the requisite exercise price. Further, in a financial year, the trust can acquire up to
allotment or through secondary acquisition
2% of the paid-up share capital of the company through secondary acquisition. This
would align managment interest to shareholder interest without any significant
dilution.
Q2
Approve grant of loan and/or providing guarantee or
security for purchase of the shares of the company
The proposed resolution will enable the company to grant loans to the trust to
by the trust/trustees of the trust under the Piramal
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management For For subscribe and purchase shares of the company for the implementation of the ESOP
Enterprises Limited Senior Employees’ Stock
scheme.
Ownership Plan – 2015 not exceeding 5% of the
aggregate paid up capital and free reserves
Q2
Approve remuneration of Rs. 0.2 mn to G.R. The total remuneration proposed to be paid to the cost auditors in FY22 is
Kulkarni & Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
In FY21, the company has been identified as a “Large Corporate” and according to
SEBI regulations the company is required to raise at least 25% of its incremental
borrowing in FY22 and onwards, through issuance of debt securities. As on 31
March 2021, the company on a consolidated basis had a debt of Rs. 393. 7 bn
Approve issuance of non-convertible debentures
16-Jul-2021 PIRAMAL ENTERPRISES LTD. AGM Management For For against a net worth of Rs. 351. 4 bn. Piramal’s debt programs are rated CARE
(NCDs) on private placement basis
AA/Credit watch with developing implications/CARE A1+ and ICRA
AA/Negative/ICRA A1+ which indicates high degree of safety regarding timely
servicing of financial obligations. The issuance will be within the overall borrowing
Q2 limit.
CENTURY TEXTILES & INDS. Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
In FY21, Century Textiles & Industries Ltd has declared an annual dividend per
CENTURY TEXTILES & INDS. Declare final dividend of Rs. 1.0 (face value Rs. share of Rs. 1. 0 per share, against Rs. 3. 00 per share in FY20. Total dividend
LTD. 10.0) for FY21 aggregates to Rs. 111. 7 mn. The total dividend payout ratio is 35. 5% of the
Q2 standalone PAT.
Kumar Mangalam Birla, 54, is promoter and Chairperson, Century Textiles &
Industries Ltd. He attended 60% of the board meetings in FY21 and 36% of the
Reappoint Kumar Mangalam Birla (DIN: board meetings in the previous three years. We expect directors to take their
CENTURY TEXTILES & INDS.
16-Jul-2021 AGM Management 00012813) as Non-Executive Non-Independent For For responsibilities seriously and attend all board meetings: we have a threshold of at
LTD.
Director, liable to retire by rotation least 75% attendance of board meetings over a period of three years. However,
since Kumar Mangalam Birla is the promoter, and has the ultimate responsibility for
the operations of the company, we support his reappointment.
Q2
SRBC & Co. LLP were appointed as the statutory auditors at the 2016 AGM for a
Reappoint SRBC & Co LLP as statutory auditors
CENTURY TEXTILES & INDS. Their reappointment is in line with statutory requirements. The audit fee proposed
16-Jul-2021 AGM Management for five years starting from the conclusion of the For For
LTD. for FY22 is Rs. 11. 1 mn plus applicable taxes and reimbursement of out-of-pocket
FY21 AGM and fix their remuneration
expenses incurred. The proposed remuneration is reasonable compared to the size
and scale of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Jagdish Chandra Laddha, 62, was appointed as Managing Director of Century

Textiles in the FY20 AGM for a term of three years, from 12 August 2019. Century
Approve payment of minimum remuneration in case Textiles proposes to pay him Rs 24. 5 mn as minimum remuneration for FY21 as
CENTURY TEXTILES & INDS. of inadequate profits aggregating Rs. 24.5 mn to the net profit for FY21 (calculated as per Companies Act 2013) is inadequate to
LTD. Jagdish Chandra Laddha (DIN: 03266469) as cover managerial remuneration. The terms of his remuneration remain unchanged
Managing Director for FY21 from those proposed in the FY20 AGM. Jagdish Chandra Laddha, is a professional,
whose skills carry a market value and his remuneration of Rs. 24. 5 mn for FY21 is
commensurate with peers and in line with the overall size of the company.
Q2
The payment of remuneration to Mr. Mr. R. K. Dalmia for the financial year 2020-
21 which is within the limit stipulated in the aforesaid resolutions of 123rd AGM
Approve minimum remuneration of in case of
and 122nd AGM held on 25th August, 2020 and 30th July, 2019 respectively.
CENTURY TEXTILES & INDS. inadequate profits aggregating Rs. 46 mn to R K
16-Jul-2021 AGM Management For For Further, there is no default in repayment of any debts or interest payable thereon.
LTD. Dalmia (DIN: 00040951) as Whole-time Director
While company last year due to covid worked hard to control cost. The
for FY21
remuneration is in line with the service rendered; value added to company and pas
Q2 track record.
The payment of remuneration to Mr. Mr. R. K. Dalmia for the financial year 2020-
21 which is within the limit stipulated in the aforesaid resolutions of 123rd AGM
Reappoint R K Dalmia (DIN: 00040951) as Whole-
and 122nd AGM held on 25th August, 2020 and 30th July, 2019 respectively.
CENTURY TEXTILES & INDS. time Director from 15 September 2021 to 31 March
16-Jul-2021 AGM Management For For Further, there is no default in repayment of any debts or interest payable thereon.
LTD. 2023 and fix his remuneration as minimum
While company last year due to covid worked hard to control cost. The
remuneration
remuneration is in line with the service rendered; value added to company and pas
Q2 track record.
CENTURY TEXTILES & INDS. Approve remuneration of Rs. 135,000 for R The total remuneration proposed is reasonable compared to the size and scale of the
Q2 LTD. Nanabhoy & Co. as cost auditors for FY22 company’s operations.
HDFC ASSET MANAGEMENT Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
COMPANY LTD. 31 March 2021 financial statements are in accordance with generally accepted accounting policies
HDFC ASSET MANAGEMENT Approve final dividend of Rs. 34.0 per equity share The total dividend outflow for FY21 is Rs. 7. 2 bn. The dividend payout ratio for
COMPANY LTD. of face value Rs. 5 each for FY21 the year is 54. 6% (47. 2% in FY20).
Q2
Keki Mistry, 66, is Vice-Chairperson and CEO of Housing Development Finance
Reappoint Keki Mistry (DIN: 00008886) as Non-
HDFC ASSET MANAGEMENT Corporation, promoter company. He has been on the board since 2007. He attended
16-Jul-2021 AGM Management Executive Non-Independent Director, liable to retire For For
COMPANY LTD. all board meetings held in FY21. He retires by rotation and his reappointment is in
by rotation
Ms. Renu Karnad, 68, is MD, Housing Development Finance Corporation, a
Reappoint Ms. Renu Karnad (DIN: 00008064) as
HDFC ASSET MANAGEMENT promoter company. She has been on the board since 2000. She attended all board
16-Jul-2021 AGM Management Non-Executive Non-Independent Director, liable to For For
COMPANY LTD. meetings held in FY21. She retires by rotation and her reappointment is in line with
retire by rotation
Rushad Abadan, 47, is nominee director of Standard Life investments Limited, a

promoter company. He joined Standard Life Aberdeen plc, parent company of
Appoint Rushad Abadan (DIN: 08035538) as Non- Standard Life Investments Limited as Group General Counsel in January 2016 and
HDFC ASSET MANAGEMENT
16-Jul-2021 AGM Management Executive Non-Independent Director from 21 For For is a member of the Executive Leadership Team. He was previously associated with
COMPANY LTD.
January 2021, liable to retire by rotation the Natwest Group as Group Deputy General Counsel and General Counsel -
Corporate and M&A. He is liable to retire by rotation and his appointment is in line
Q2
Milind Barve, 63, was last reappointed in the 2020 AGM for three months from 1
November 2020 upto 31 January 2021: he was MD since July 2000. However, his
term was extended by 15 days from 1 February 2021 to 15 February 2021, since the
Reappoint Milind Barve (DIN: 00087839) as current Managing Director and CEO, Navneet Munot was serving his notice period
HDFC ASSET MANAGEMENT
16-Jul-2021 AGM Management Managing Director from 1 February 2021 up to 15 For For in his earlier organization. We estimate Milind Barve’s remuneration for the 15-day
COMPANY LTD.
February 2021 and fix his remuneration extension to be Rs. 1. 6 mn: with overall remuneration of Rs. 65. 7 mn in FY21.
This is in line with the remuneration approved by shareholders in the 2020 AGM.
We understand that the extension was required to ensure a smooth transition to the
current MD and CEO, Navneet Munot.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Navneet Munot, 49, is the Managing Director & CEO of HDFC AMC. He has over
27 years of experience: in the past, he was Executive Director and CIO of SBI
Funds, among other roles at Morgan Stanley and Birla Sunlife Mutual Fund. We
estimate Navneet Munot’s annual pay at ~Rs. 98. 6 mn excluding ESOPs and one
time joining bonus. Of proposed pay, variable pay–linked to profitability accounts
for 48% of total pay. In addition to annual pay above, he has also been granted
stock options of 800,000, at market price. We note that the quantum of his grant is
Appoint Navneet Munot (DIN: 05247228) as
HDFC ASSET MANAGEMENT in line with stock options granted to the previous incumbent and senior employees
16-Jul-2021 AGM Management Managing Director & CEO from 16 February 2021 For For
COMPANY LTD. of the company. Although we support the strong linkages of remuneration with
till 30 June 2024 and fix his remuneration
company performance and profitability, the extent of variable pay has been kept
open ended. Further, given the quantum and value of the stock options that have
already been granted upfront, vesting should have been performance driven, linked
to attainment of disclosed performance metrics. The company must cap the absolute
commission payable, disclose performance metrics that determine variable pay,
going forward. Nonetheless, his estimated annual pay is commensurate with
industry peers, complexity of the business and the value he brings.
Q2
L&T TECHNOLOGY Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
SERVICES LTD statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The total dividend, including the interim dividend of Rs. 7. 5 per equity share
L&T TECHNOLOGY Declare final dividend of Rs. 14.5 per equity share
16-Jul-2021 AGM Management For For aggregates to Rs. 22. 0 per equity share for FY21. The total dividend outflow is Rs.
SERVICES LTD of face value Rs. 2.0 each
Q2 2. 3 bn and a payout ratio of 34. 3%.
A. M. Naik, 79, Founder and Chairperson, has been on the board since June 2014.
L&T TECHNOLOGY Reappoint A. M. Naik (DIN: 00001514) as
16-Jul-2021 AGM Management For For During FY21, he has attended all five board meetings. His reappointment meets all
SERVICES LTD Director, liable to retire by rotation
Amit Chadha, 49, Managing Director and Chief Executive Officer has been on the
L&T TECHNOLOGY Reappoint Amit Chadha (DIN: 07076149) as
16-Jul-2021 AGM Management For For board since February 2015. During FY21, he has attended all five board meetings.
SERVICES LTD Director, liable to retire by rotation
Q2 His reappointment meets all statutory requirements.
Reappoint Narayanan Kumar (DIN: 00007848) as Narayanan Kumar, 71, Vice Chairperson, Sanmar Group was appointed on the
L&T TECHNOLOGY
16-Jul-2021 AGM Management an Independent Director from 15 July 2021 till 14 For For board on 15 July 2016. During FY21, he has attended all five board meetings. His
SERVICES LTD
Q2 January 2025 reappointment meets all statutory requirements.
Amit Chadha’s proposed remuneration is estimated at ~ Rs. 58. 3 mn, excluding

stock options: he received Rs. 37. 2 mn in FY21 as Deputy CEO and Whole-time
director, excluding perquisite value of stock options of Rs. 57. 7 mn. His
Approve revision in the remuneration of Amit
L&T TECHNOLOGY remuneration is commensurate with the overall size and complexity of the business,
16-Jul-2021 AGM Management Chadha, Chief Executive Officer and Managing For For
SERVICES LTD and in line with industry peers. The remuneration terms of Amit Chadha are open
Director from 1 April 2021
ended: the company must cap the commission in absolute amounts and outline the
performance metrics that will determine variable pay. The company must quantify
the maximum number of stock options he will receive over his tenure.
Q2
Approve continuation of A. M. Naik (DIN:
L&T TECHNOLOGY approved by shareholders through a special resolution. A. M. Naik attained the age
16-Jul-2021 AGM Management 00001514) as Non-Executive Director post For For
SERVICES LTD of 75 on 1 October 2017. We do not consider age to be a criterion for board
attainment of 75 years of age
memberships. His continuation is in line with statutory requirements.
Q2
17-Jul-2021 H D F C BANK LTD. AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
Q2
17-Jul-2021 H D F C BANK LTD. AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
HDFC Bank proposes a final dividend of Rs 6. 5 per share (of face value Rs 1. 0).
Total dividend will be Rs 35. 8 bn and payout ratio will be 11. 5%. For FY20, the
bank paid a special interim dividend of Rs 2. 5 per share on 20 July 2019 to
commemorate 25 years of operations. No final dividend was paid in FY20 on
Approve final dividend of Rs 6.5 per share (face account of RBI directing all banks not to make any further dividend pay-outs from
17-Jul-2021 H D F C BANK LTD. AGM Management For For
value Rs. 1) the profits pertaining FY20 until further instructions. On 22 April 2021 RBI vide its
Circular mentioned that banks may pay dividend on equity shares from the profits
for the financial year ended 31 March 2021, subject to the quantum of dividend
being not more than 50% of the amount determined as per the dividend payout ratio
prescribed in paragraph 4 of the 4 May 2005 circular of RBI.
Q2
Srikanth Nadhamuni, 57, is Chairperson - Novopay Solutions Pvt. Ltd. CEO -
Khosla Labs Pvt. Ltd. He has been appointed as a technology expert on the bank’s
Reappoint Srikanth Nadhamuni (DIN 02551389), as
17-Jul-2021 H D F C BANK LTD. AGM Management For For board since 21 July 2016. He retires by rotation and his reappointment is in line
with statutory requirements. His roles and responsibilities are likely to increase
given the bank’s challenges with its IT.
Q2
In the AGM of 2020, an audit fees of Rs 26. 5 mn was approved for FY21 to
MSKA & Associates, statutory auditors of the bank. The bank now seeks
Ratify the additional audit fees to statutory auditors, shareholder approval to ratify the additional fees of Rs 5. 5 mn payable to MSKA &
MSKA & Associates Associates for additional certification and increase in scope / revision in Long Form
Audit Report, as required by the RBI, for FY21. The audit fees are reasonable given
the size and scale of operations of the bank.
Q2
HDFC Bank appointed MSKA & Associates as the statutory auditors for four years
in the AGM of 2019 from FY20 till FY23. On 27 April 2021, the RBI issued the
Guidelines for Appointment of Statutory Auditors of Commercial Banks which are
applicable from FY22, state that statutory auditors have to be appointed for a term
of 3 years. Therefore, the term of office of MSKA & Associates as statutory
Revise the tenure of appointment of MSKA &
auditors will need to be revised from 4 years to 3 years from FY20 till FY22.
17-Jul-2021 H D F C BANK LTD. AGM Management Associates as joint statutory auditors and fix their For For
Further as per RBI Guidelines, given that the bank’s asset size is more than the
remuneration
stipulated threshold in this regard, the bank will need to appoint a minimum of two
joint statutory auditors. Therefore, for the remainder of the term MSKA &
Associates, will need to act as joint statutory auditors of the bank. MSKA &
Associates and M. M. Nissim & Co. LLP, as joint statutory auditors, shall be paid
the overall audit fees of Rs 33. 0 mn for FY22.
Q2
As per RBI Guidelines, given that the bank’s asset size is more than the stipulated
threshold in this regard, the bank will need to appoint a minimum of two joint
statutory auditors. HDFC Bank proposes to appoint M. M. Nissim & Co. LLP, as
joint statutory auditors for a period of 3 years from FY22 till FY24, subject to the
Appoint M. M. Nissim & Co. LLP as joint statutory approval of the RBI for each year during this tenure. MSKA & Associates and M.
17-Jul-2021 H D F C BANK LTD. AGM Management auditors for three years till FY24 and fix their For For M. Nissim & Co. LLP, as joint statutory auditors, shall be paid the overall audit fees
remuneration of Rs 33. 0 mn for FY22. The board shall allocate the overall audit fees between
MSKA & Associates and M. M. Nissim & Co. LLP, as may be mutually agreed
between the bank and the joint statutory auditors, depending upon their respective
scope of work, and additionally out of pocket expenses, outlays and taxes as
applicable.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Shareholders approved payment of profit related commission to non-executive

directors and independent directors, except for part time Chairperson upto 1% of
the net profit subject to a maximum of Rs 1. 0 mn p. A. Per director in the AGM of
2016. In terms of the Guidelines on Appointment of Directors and Constitution of
Committees of the Board issued by the RBI on 26 April 2021 banks can now pay a
fixed remuneration to each NED including independent directors, other than the
Approve revision in remuneration payable to non- chairperson upto Rs. 2. 0 mn p. A. HDFC Bank seeks shareholder approval for
executive directors payment of compensation of fixed remuneration of Rs 2. 0 mn p. A. Per NED. The
bank has further clarified that the existing NEDs shall be paid profit-related
commission for FY21 in FY22, since it pertains to the period prior to the RBI
Guidelines. NEDs will be paid fixed remuneration in accordance with the proposed
resolution (if approved) from FY22 onwards. We raise a concern that the resolution
is in perpetuity but note that the amount of remuneration is regulated by the RBI
and has an upper cap of Rs 2. 0 mn.
Q2
Umesh Sarangi, 69, is former Chairperson of the National Bank for Agriculture and
Reappoint Umesh Chandra Sarangi (DIN Rural Development (NABARD). He has been on the board of HDFC Bank since 1
17-Jul-2021 H D F C BANK LTD. AGM Management 02040436) as Independent Director for three years For For March 2016. While we support his reappointment, we believe shareholder approval
from 1 March 2021 for his reappointment should have been sought on or before the completion of his
first term as Independent Director.
Q2
The tenure of erstwhile Part Time Chairperson Ms. Shyamala Gopinath ended on 1
January 2021. The bank proposes to appoint Atanu Chakraborty as the Part Time
Non-Executive Chairman and Independent Director for three years from 5 May
Appoint Atanu Chakraborty (DIN 01469375) as 2021. The appointment has been approved the RBI. The annual remuneration
Part time Non-Executive Chairman and proposed is Rs 3. 5 mn, free use of bank’s car for official and private purpose, as
Independent Director for three years from 5 May well as sitting fees and reimbursement of expenses. Atanu Chakraborty, 61, has
2021 and fix his remuneration served the Government of India, for over thirty-five (35) years, as an IAS Office in
the Gujarat cadre. He has held several posts in the Union Government and the
Government of Gujarat. He has also served on the board of World Bank as alternate
Governor as well as on the Central Board of Directors of the RBI.
Q2
Dr (Ms. ) Sunita Maheshwari, 55, is a medical doctor. She is co-founder at
Appoint Dr. (Ms.) Sunita Maheshwari (DIN
Teleradiology Solutions, Telrad Tech and RXDX Healthcare. She is being
17-Jul-2021 H D F C BANK LTD. AGM Management 01641411) as Independent Director for five years For For
appointed as a specialist in the small scale industries sector. Her appointment is in
from 30 March 2021
The transactions include sourcing, assignment and securitisation of home loans, and
other banking transactions. The value of these transactions will likely exceed 10%
of revenues. The transactions are in the ordinary course of business and on an arm’s
length basis. We recognize that the operational transactions are necessary for both
HDFC and HDFC Bank to leverage on the synergies. The bank also seeks approval
for its purchase upto 5% equity in HDFC’s subsidiaries and / or associates: this
approval embeds HDFC Bank’s purchase of 4. 99% stake in HDFC Ergo General
Insurance Company from HDFC for Rs 19. 1 bn with tag-along voting rights. The
To ratify and approve related party transactions with
resolution encompasses the bank’s recent decision to buy 4. 99% equity in HDFC
17-Jul-2021 H D F C BANK LTD. AGM Management Housing Development Finance Corporation Limited For For
Ergo from HDFC for a consideration of Rs. 19. 1 bn and conditional voting rights:
(HDFC) for FY22 in excess of 10% of revenues
Ergo International paid the same price to HDFC Limited while retaining full voting
rights. While we recognize that the approval for purchase of 5% equity in
subsidiaries is all-encompassing, we support the resolution because it embeds the
HDFC Ergo transaction. Given the difference in terms of purchase of the 5% equity
with respect to voting rights, HDFC Bank’s audit committee must revise its
definition of ‘arm’s length’ to include terms of the transaction beyond pricing. We
believe HDFC Bank should have separated the resolutions for operational
transactions and those pertaining to the purchase of equity.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The bank periodically undertakes asset backed/mortgage-backed securitization/loan

assignment transactions with various originators including HDBFSL, subsidiary
To ratify and approve the related party transactions company. In FY22, HDFC Bank expects these transactions and other banking
17-Jul-2021 H D F C BANK LTD. AGM Management with HDB Financial Services Limited (HDBFSL) For For transactions to exceed the materiality threshold of 10% of consolidated revenues. In
for FY22 FY21, HDFC Bank purchased debt securities from HDB Financial Services
Limited for Rs 31. 5 bn. The transactions are in the ordinary course of business of
the Bank and on an arm’s length basis.
Q2
HDFC Bank seeks shareholder approval to issuance debt securities on private
placement basis upto a limit of Rs 500. 0 bn. While the debt securities raised may
To issue debt securities up to Rs. 500.0 bn on exceed the bank’s borrowing limits under Section 180 (1) (c), HDFC Bank is
private placement basis required to maintain its capital adequacy ratio at levels prescribed by the RBI, we
believe that the bank’s debt levels will be regulated at all times. HDFC Bank’s long-
term debt is rated CRISIL AAA/Stable and IND AAA/Stable.
Q2
PART A of the proposed changes allow the bank to amend its ESOS Plans with the
intent that any employee being moved/getting transferred to a subsidiary can
continue to be entitled to the stock options, already granted, prior to his/her
resignation from the bank to move/transfer to such subsidiary. This will ensure that
employees being moved/being transferred to the subsidiary companies of the bank
17-Jul-2021 H D F C BANK LTD. AGM Management Approve amendment to the ESOS-Plan D-2007 For For are not disadvantaged by the movements/transfers. PART B of the changes are
proposed to align the ESOS schemes with RBI’s Guidelines on Compensation of
Whole Time Directors / Chief Executive Officers / Material Risk Takers and
Control Function Staff dated 4 November 2019. The bank is mandatorily required
to put in place appropriate modalities to incorporate malus/ clawback mechanism
with respect to the variable pay granted to such employees.
Q2
17-Jul-2021 H D F C BANK LTD. AGM Management Approve amendment to the ESOS-Plan E-2010 For For are not disadvantaged by the movements/transfers. PART B of the changes are
Q2
17-Jul-2021 H D F C BANK LTD. AGM Management Approve amendment to the ESOS-Plan F-2013 For For are not disadvantaged by the movements/transfers. PART B of the changes are
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
17-Jul-2021 H D F C BANK LTD. AGM Management Approve amendment to the ESOS-Plan G-2016 For For are not disadvantaged by the movements/transfers. PART B of the changes are
Q2
We have relied upon the auditors’ report, who are of the opinion that the financial
LARSEN & TOUBRO Adoption of standalone and consolidated financial
17-Jul-2021 AGM Management For For statements are prepared in accordance with the generally accepted accounting
INFOTECH LTD statements for the year ended 31 March 2021
Q2 principles.
The total dividend for FY21 is Rs. 40. 0 per share, compared to Rs. 28. 0 paid in
LARSEN & TOUBRO Declare final dividend of Rs. 25.0 per share of face
17-Jul-2021 AGM Management For For FY19 and FY20. Total dividend aggregates to Rs. 7. 0 bn. The total dividend
INFOTECH LTD value Re. 1.0 for FY21
Q2 payout ratio is 39. 2% of the standalone PAT.
Reappoint S. N. Subrahmanyan (DIN: 02255382) as S. N. Subrahmanyan, 61, is the MD & CEO of L&T and has served on the board of
LARSEN & TOUBRO
17-Jul-2021 AGM Management Non-Executive Non-Independent Director, liable to For For the company for the past six years. His reappointment meets all statutory
INFOTECH LTD
retire by rotation requirements.
Q2
LARSEN & TOUBRO Reappoint Sudhir Chaturvedi (DIN: 07180115) as Sudhir Chaturvedi, 51, is President-Sales and has served on the board of the
INFOTECH LTD Executive Director, liable to retire by rotation company for the past five years. His reappointment meets all statutory requirements.
Q2
Sanjeev Aga, 69, is the Former MD, Aditya Birla Nuvo. He has over four decades
Reappoint Sanjeev Aga (DIN: 00022065) as
LARSEN & TOUBRO of experience in consumer businesses, services, entertainment, light engineering
17-Jul-2021 AGM Management Independent Director for his second term of five For For
INFOTECH LTD and telecommunications. He has served on the board for the past five years. His
years from 9 November 2021
reappointment for his second term of five years meets all statutory requirements.
Q2
Sudhir Chaturvedi was paid a remuneration of Rs. 65. 9 mn in FY21. Which was
65. 9x median remuneration. His proposed remuneration of Rs. 71. 7 mn for FY22.
He will be eligible to receive stock options, but he has not been granted any options
Reappoint Sudhir Chaturvedi (DIN: 07180115) as since FY18 and therefore, the same has not been factored in his estimated
LARSEN & TOUBRO
17-Jul-2021 AGM Management Executive Director for another term of five years For For remuneration. The company should have provided details about the quantum of
INFOTECH LTD
from 9 November 2021 and fix his remuneration compensation he can be paid through stock options. Sudhir Chaturvedi is a
professional, whose skill carry a market value and his proposed remuneration is
commensurate with the size and performance of the company and comparable to
Q2 peers.
Barbeque Nation has raised Rs. 1. 5 bn pre-IPO and Rs. 1. 8 bn through its April
Approve preferential issue of equity shares of ~1.18 2021 IPO, which was used to reduce the company’s debt. COVID-19 has materially
mn at an issue price of Rs. 849.0 each aggregating affected the company’s operations and restricted liquidity, because of which it
BARBEQUE-NATION to ~Rs. 1.0 bn to Massachusetts Institute of requires to raise additional equity. The issue price is at a discount of 3. 7% to the
19-Jul-2021 EGM Management For For
HOSPITALITY LTD. Technology (MIT), 238 Plan Associates LLC (an current market price and will lead to a dilution of 3. 05% on expanded capital base.
affiliate of MIT) and Motilal Oswal Equity The equity raise gives the company sufficient headroom to withstand any adverse
Opportunities Fund Series - II impacts. Moreover, the company plans to further invest in strengthening its delivery
infrastructure.
Q2
The company proposes to increase the number of options that can be granted to 2. 0
Approve modification of Barbeque Nation mn from 0. 93 mn options. Further, the company plans to insert a new provision
BARBEQUE-NATION
19-Jul-2021 EGM Management Hospitality Limited Employee Stock Option Plan For For which specifies the maximum vesting period, which shall be three years from date
HOSPITALITY LTD.
2015 (ESOP Plan 2015) of grant and other incremental changes. The stock options will be granted at market
price. Our view on this resolution is linked to our opinion on resolution #3.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company seeks shareholder approval to ratify its ESOP plan 2015: pre-IPO
schemes need to be ratified by its shareholders subsequent to the IPO. Under the
Ratify the Barbeque Nation Hospitality Limited scheme, up to 2. 0 mn equity shares will be issued to the employees of the company
BARBEQUE-NATION
19-Jul-2021 EGM Management Employee Stock Option Plan 2015 (ESOP Plan For For and its subsidiaries, the potential dilution for existing shareholders is ~5. 0%, on the
HOSPITALITY LTD.
2015) extended base. Based on the addendum issued by the company, we note that the
exercise price will be the closing market price on the day prior to the grant date,
thereby aligning the scheme with shareholder interest.
Q2
The issue price computed as per SEBI ICDR Regulations is at a 9. 9% premium to

the current market price of Rs 467. 75 per share. This issuance will increase LIC’s
promoter equity to 45. 24% from the current 40. 31% and lead to a dilution of ~ 8.
Approve issuance of 45.4 mn equity shares on a
3% on the expanded capital base. As on 31 March 2021, LIC Housing Finance’s
L I C HOUSING FINANCE preferential basis at Rs 514.43 per share to raise Rs
19-Jul-2021 EGM Management For For Tier I ratio was 13. 06%, and total capital adequacy ratio was 14. 49% as against the
LTD. 23.3 bn to Life Insurance Corporation of India, its
regulatory requirement of 14. 0%. Given the uncertainty on account of the COVID-
promoter
19 pandemic, raising capital and strengthening the balance sheet will help protect
the HFC against unforeseen risks and aid in improving its competitive positioning
in the market, helping ensure capital adequacy remains above the regulatory norms.
Q2
DISHMAN CARBOGEN Adoption of consolidated financial statements for Based on our analysis, Financial statements do reflect the business dynamics of the
Q2 AMCIS LIMITED the year ended 31 March 2021 enterprise.
DISHMAN CARBOGEN Adoption of standalone financial statements for the Based on our analysis, Financial statements do reflect the business dynamics of the
Q2 AMCIS LIMITED year ended 31 March 2021 enterprise.
Arpit J. Vyas, 35 is part of the promoter family. He is the Global MD and has been
associated with the group since 2009. He holds a degree in chemical engineering
from the University of Aston, Birmingham. He looks after the corporate functions
DISHMAN CARBOGEN Reappoint Arpit J. Vyas (DIN: 01540057) as
19-Jul-2021 AGM Management For For of the group and has been involved in the strategic decision-making processes,
AMCIS LIMITED Director, liable to retire by rotation
marketing policies, and the overall operation of the company’s facilities worldwide.
He attended 80% board meetings held in FY21 (4/5). He retires by rotation and his
Q2
The company proposes to appoint T R Chadha & Co. LLP as statutory auditors for
five years in place of V. D. Shukla & Co. And Haribhakti & Co. LLP who have
completed their tenure of four years as joint auditors, as approved at the 2017
Appoint T R Chadha & Co. LLP as statutory AGM. The audit fee proposed for FY22 is Rs. 3. 0 mn plus applicable taxes and
DISHMAN CARBOGEN
19-Jul-2021 AGM Management auditors for five years from FY22 and fix their For For reimbursement of out-of-pocket expenses. V. D. Shukla & Co. And Haribhakti &
AMCIS LIMITED
remuneration at Rs. 3.0 mn for FY22 Co. LLP were paid a total statutory audit fee of Rs. 6. 2 mn in FY21. Given the
reduction in audit fee to less than half the aggregate fees paid to the joint statutory
auditors in FY21, the company must explain the reason for the decrease and
confirm that there is no reduction in the scope of audit.
Q2
Janmejay R. Vyas, 70, is the founder promoter of Dishman group and stepped down
as Managing Director on 18 February 2019. He is currently the Non-executive
Chairperson on board. He was not paid any remuneration from Dishman Carbogen
Approve payment of professional fees of upto Rs. Amcis Limited (DCAL) in FY21. The proposed remuneration of Rs. 20. 0 mn is
20.0 mn to Janmejay R. Vyas (DIN: 00004730), reasonable, given that he is the first-generation promoter and will bear the ultimate
DISHMAN CARBOGEN
19-Jul-2021 AGM Management Non-Executive Director for FY22, in excess of 50% For For responsibility towards the company’s strategic direction and governance structures.
AMCIS LIMITED
of the total annual remuneration payable to all non- Apart from this, Janmejay R. Vyas receives remuneration from other subsidiaries:
executive directors he received Rs. 11. 6 mn in FY21 from subsidiary companies. While compliant
with law, we believe that this structure of paying remuneration via a wholly owned
subsidiary is not a good governance practice as it circumvents the requirement for
shareholder approval for such remuneration.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Deohooti J. Vyas, 69 is part of the promoter family. She has been on board since
December 1997. She holds a Bachelor’s degree in Science and has experience in
Approve payment of remuneration to Ms. Deohooti
the fields of administration and human resource development. She was re-appointed
J. Vyas (DIN: 00004876) as Wholetime Director, in
as WTD for five years from 3 September 2021 at the 2020 AGM, at a remuneration
excess of Rs. 50 mn or 2.5% of net profits
DISHMAN CARBOGEN of Rs. 1. 5 mn per month (which can increase to a maximum of Rs. 2. 0 mn per
19-Jul-2021 AGM Management individually or in excess of 5% of net profits in For For
AMCIS LIMITED month). Her remuneration may exceed the limits enshrined in regulation and
aggregate to all executive directors who are
therefore seeks approval via special resolution. She was not paid any remuneration
promoters till the expiry of her term on 2 September
in FY21 and was paid Rs. 12. 0 mn in FY20. Her remuneration, which could range
2026
up to a maximum of Rs. 24. 0 mn is in line with peers and commensurate with the
size and complexity of the business.
Q2

2021, the company may now pay a fixed remuneration to its Non-Executive
Approve payment of remuneration to Non- The notification has prescribed limits for remuneration payable. The remuneration
DISHMAN CARBOGEN Executive Directors in the event of no profits/ to Non-Executive Independent directors for FY21 amounts to Rs. 5. 2 mn and
AMCIS LIMITED inadequate profits from FY21 to FY23 as per limits exceeds the 1% threshold due to losses incurred in FY21. The company proposes to
specified under regulations pay upto Rs. 4. 1 mn annually per independent director as remuneration over FY21
till FY23, as per regulatory limits, in case of inadequate profits. The proposed
commission is commensurate with the value rendered by the Non-Executive
Directors and is a compensation for their time and effort invested in the company.
Q2
Approve Dishman Carbogen Amcis Limited -
The potential dilution for existing shareholders is ~4. 8%, on the extended capital
DISHMAN CARBOGEN Employee Stock Option Plan 2021 (“DCAL ESOP
19-Jul-2021 AGM Management For For base. The maximum vesting period of the options is four years, and the exercise
AMCIS LIMITED 2021”) under which upto 7,839,154 stock options
period is six months. This aligns management interest with shareholders interest.
Q2 will be issued
DISHMAN CARBOGEN Extend DCAL ESOP 2021 to employees of The company proposes to extend DCAL ESOP 2021 to the employees of its
AMCIS LIMITED subsidiary companies subsidiary companies. Our decision on this resolution is linked to resolution #7.
Q2
DISHMAN CARBOGEN Approve implementation of DCAL ESOP 2021 via The company seeks approval to implement DCAL ESOP 2021 through an
AMCIS LIMITED trust route Employee Welfare Trust. Our decision on this resolution is linked to resolution #7.
Q2
The company proposes to acquire equity shares from the secondary market through
DISHMAN CARBOGEN Authorize trust for secondary acquisition of shares
19-Jul-2021 AGM Management For For the trust for the implementation of DCAL ESOP 2021. Our decision on this
AMCIS LIMITED under DCAL ESOP 2021
Q2 resolution is linked to resolution #7.
Grant loan (upto 5% of the aggregate of paid-up The proposed resolution will enable the company to grant loans to the trust to
DISHMAN CARBOGEN
19-Jul-2021 AGM Management share capital and free reserves) to the trust for For For acquire shares from the secondary market to implement the proposed scheme. Our
AMCIS LIMITED
purchase of shares under DCAL ESOP 2021 decision on this resolution is linked to resolution #7.
Q2
HDFC LIFE INSURANCE Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
COMPANY LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
HDFC LIFE INSURANCE Approve final dividend of Rs. 2.02 per share (face The total dividend outflow for FY21 is Rs. 4. 1 bn and the dividend payout ratio is
Q2 COMPANY LTD. value Rs. 10) 30%.
Deepak Parekh, 77, represents HDFC on the board and is the Non-Executive
Chairperson. He attended all five board meetings in FY21. He retires by rotation.
The company had, in the 2019 AGM, sought approval via a special resolution for
the continuation of Deepak Parekh as Non-Executive Director post attainment of 75
Reappoint Deepak S. Parekh (DIN: 00009078) as years of age. Hence, the company is of the view that a special resolution is not
HDFC LIFE INSURANCE
19-Jul-2021 AGM Management Non-Executive Non-Independent Director liable to For For required to be passed for his reappointment in the 2021 AGM: approval via
COMPANY LTD.
retire by rotation ordinary resolution has been sought. However, we believe that approval via special
resolution is required for appointment/ re-appointment/continuation of Non-
Executive Directors who have attained 75 years of age. Nevertheless, we do not
consider age to be a criterion for board memberships, and we support his
reappointment.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
G. M. Kapadia & Co were appointed as the statutory auditors for a period of five
HDFC LIFE INSURANCE Reappoint G.M. Kapadia & Co as Joint Statutory years until FY21. The company proposes to reappoint them as joint statutory
COMPANY LTD. Auditors for a period of five years from FY22 auditors for a further period of five years till FY26. Their reappointment is in line
To fix the remuneration of Joint Statutory Auditors Price Waterhouse Chartered Accountants LLP have been the statutory auditors for
HDFC LIFE INSURANCE – G.M. Kapadia & Co and Price Waterhouse the past seven years, while GM Kapadia & Co. Have been the statutory auditors for
COMPANY LTD. Chartered Accountants LLP at Rs 5.7 mn each for the past five years. The remuneration for joint auditors for FY22 will be Rs. 5. 7 mn
FY22 each which is reasonable given the size and complexity of the business.
Q2
Sumit Bose, 67, retired from Indian Administrative Services as Union Finance
Reappoint Sumit Bose (DIN: 03340616) as
HDFC LIFE INSURANCE Secretary. He has been Independent Director on the board since July 2016. He
19-Jul-2021 AGM Management Independent Director for a period of five years from For For
COMPANY LTD. attended all five board meetings in FY21. His reappointment is in line with statutory
19 July 2021
Q2 requirements.
Ms. Vibha Padalkar has been MD & CEO since September 2018, she was the
Executive Director from August 2012 till September 2018. She was paid a
Reappoint Ms. Vibha Padalkar (DIN: 01682810) as remuneration of Rs. 55. 0 mn in FY21, representing 88. 1x the median employee
HDFC LIFE INSURANCE MD & CEO for a period of five years from 12 remuneration. Her estimated FY22 remuneration of Rs. 143. 0 mn (including an
COMPANY LTD. September 2021 and fix her remuneration w.e.f. 1 estimate of stock options) is commensurate with the size of the company and in line
April 2021 with that of remuneration paid to peers. As a good practice, the company must
disclose the likely quantum of stock options she is expected to receive over her term
and clearly articulate performance metrics that determine variable pay.
Q2
Suresh Badami has been the Whole Time Director since September 2018. He was
paid a remuneration of Rs. 48. 1 mn in FY21, representing 76. 6x the median
Reappoint Suresh Badami (DIN: 08224871) as
employee remuneration. His estimated FY22 remuneration of Rs. 129. 6 mn
HDFC LIFE INSURANCE Whole Time Director for a period of five years from
19-Jul-2021 AGM Management For For (including an estimate of stock options) is commensurate with the size of the
COMPANY LTD. 17 September 2021 and fix his remuneration w.e.f.
company and in line with that of remuneration paid to peers. As a good practice, the
1 April 2021
company must disclose the likely quantum of stock options he is expected to receive
over his term and clearly articulate performance metrics that determine variable pay.
Q2
We have relied upon the auditors’ report, which has raised concerns on the Covid-
19 related issues and issues related to utilization of share premium for setting of
accumulated losses. Except for the issues raised, the auditors are of the opinion that
Adoption of financial statements for the year ended the financial statements are prepared in accordance with the generally accepted
20-Jul-2021 BANK OF INDIA AGM Management For For
31 March 2021 accounting principles. Typical of public sector banks, Bank of India has three joint
Q2
BoI needs to raise capital to meet growth plans while maintaining its capital
adequacy ratio. If the entire amount of Rs. 30. 0 mn is raised as equity at CMP of
Rs. 77. 7 per share, BoI can raise up to ~386. 1 mn shares, resulting in a dilution of
10. 5%. BoI’s free float market capital is Rs. 25. 8 bn – therefore, its ability to raise
Approve issuance of fresh equity capital/ Tier 1 the entire Rs. 30. 0 bn from non-promoter shareholders seems limited. On 31 March
20-Jul-2021 BANK OF INDIA AGM Management bonds up to Rs. 30.0 bn and Tier 2 bonds up to Rs. For For 2021, BoI’s CRAR stood at 14. 9% with CET-I at 11. 5%. The company also seeks
18.0 bn approval to raise Tier 2 bonds up to Rs. 18. 0 bn, increase in debt levels of any bank
is reigned by the RBI’s requirement of maintaining a minimum CRAR. We do not
favor combined resolutions where banks are seeking shareholder for debt and
capital raising in the same resolution. The bank should seek shareholder approval
through separate resolutions.
Q2
HOUSING DEVELOPMENT Adoption of standalone financial statements for the of COVID-19 pandemic on the financial statements. Except for the COVID related
FINANCE CORPN. LTD. year ended 31 March 2021. issues, the auditors are of the opinion that the financial statements are prepared in
Q2
HOUSING DEVELOPMENT To declare final dividend of Rs. 23.0 per share of The total dividend payout for FY21 aggregates ~Rs 41. 5 bn. The dividend payout
FINANCE CORPN. LTD. face value Rs 2.0 each ratio for FY21 is 34. 5%.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Keki Mistry, 66, is Vice Chairperson & CEO of HDFC. He has attended 100% of
HOUSING DEVELOPMENT Reappoint Keki Mistry (DIN:00008886) as Director
20-Jul-2021 AGM Management For For the board meetings in FY21. He retires by rotation and his reappointment is in line
FINANCE CORPN. LTD. liable to retire by rotation
Q2 with the statutory requirements.
HDFC seeks to revise the upper cap on Renu Sud Karnad’s basic salary to Rs 3. 6
mn per month from the Rs. 2. 7 mn per month approved by shareholders in the 2020
Approve revision in salary range of Renu Sud AGM. The revision is proposed till 22 September 2022, at which time her current
HOUSING DEVELOPMENT Karnad (DIN:00008064), Managing Director from tenure ends. Based on this revision, her FY21 remuneration is Rs 283. 1 mn and her
20-Jul-2021 AGM Management For For proposed remuneration for FY22 is expected to be Rs. 216. 7 mn (including the fair
FINANCE CORPN. LTD. 1 January 2021 till her current term ends on 22
September 2022 value of stock options granted). HDFC must disclose performance metrics that
determine variable pay.
Q2
HDFC seeks to revise the upper cap on V Srinivasa Rangan’s basic salary to Rs 3. 0
Approve revision in salary range of V. Srinivasa mn per month from the Rs. 2. 0 mn per month approved by shareholders in the 2020
Rangan (DIN:00030248), Whole-time Director AGM. Based on this, his FY21 remuneration is Rs 186. 1 mn and his proposed
HOUSING DEVELOPMENT
20-Jul-2021 AGM Management (designated as Executive Director) from 1 January For For remuneration for FY22 is estimated at Rs. 203. 0 mn (including fair value of stock
FINANCE CORPN. LTD.
2021 till his current term ends on 31 December options granted). Over the past five years, his remuneration as a multiple of median
2025 employee remuneration has steadily increased to 91x in FY21. HDFC must disclose
Q2
Keki Mistry, 66, is HDFC’s Vice Chairman & Managing Director since October
Reappoint Keki Mistry (DIN:00030248), as 2007. HDFC proposes the reappointment of Keki Mistry as MD (VC & CEO) for
HOUSING DEVELOPMENT Managing Director (designated as Vice Chairperson three years from 7 May 2021 and proposes to revise his remuneration. His FY21
FINANCE CORPN. LTD. and CEO) for three years from 7 May 2021 and fix remuneration is Rs 258. 3 mn and his proposed estimated remuneration for FY22 is
his remuneration Rs 284. 0 mn (including fair value of stock option grants). HDFC must disclose
Q2
The transactions include sourcing, assignment and securitisation of home loans, and
other operational transactions, and the sale of upto 5% of equity in any of HDFC’s
subsidiaries and /or associates. The value of these transactions will likely exceed
10% of revenues. The operational transactions are in the ordinary course of business
and at arm’s length. The sale of equity in subsidiaries is expected to be at arm’s
length pricing but need not be at market terms – this is because the corporation
appears to consider arm’s length transactions in the narrow scope of price. The
resolution encompasses the corporation’s recent decision to sell 4. 99% equity in
HDFC Ergo General Insurance Limited to HDFC Bank for a consideration of Rs.
HOUSING DEVELOPMENT Approve related party transactions with HDFC 19. 1 bn and conditional voting rights: Ergo International AG paid the same price to
FINANCE CORPN. LTD. Bank for FY22 in excess of 10% of revenues HDFC, but did not cede any voting rights. Given the difference in terms of sale of
the 5% equity with respect to voting rights, HDFC’s audit committee must revise its
definition of ‘arm’s length’ to include terms of the transaction beyond pricing. We
believe HDFC should have separated the resolutions for operational transactions
and those pertaining to the sale of equity. We recognize that the operational
transactions are necessary for both HDFC and HDFC Bank’s to leverage on the
synergies. While we recognize that the approval for sale of 5% equity in
subsidiaries is all-encompassing, we support the resolution because it embeds the
HDFC Ergo transaction and is being sought for only one year: HDFC will seek
shareholder approval once again next year.
Q2
As on 31 March 2021, HDFC had outstanding borrowings of Rs. 4. 4 trillion. Its
capital adequacy ratio on 31 March 2020 was 22. 2% (Tier I – 21. 5%) against a
minimum of 14% (Tier I – 10%) as required by regulatory norms issued by the
HOUSING DEVELOPMENT Approve increase in borrowing limits from Rs 5.0 National Housing Bank. Debt levels in an NBFC are typically reined in by the
FINANCE CORPN. LTD. trillion to Rs 6.0 trillion regulatory requirement of maintaining a slated minimum capital adequacy ratio. The
corporation has a credit 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.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
HOUSING DEVELOPMENT Approve issuance of Non-Convertible Debentures

20-Jul-2021 AGM Management For For The issuance will be within the overall borrowing limit.
FINANCE CORPN. LTD. of up to Rs. 1.25 trillion
Q2
An amount of Rs. 17. 44 bn will be capitalized from the reserves to facilitate the
issue. The company’s reserves excluding revaluation reserves stood at Rs. 647. 04
bn on 31 March 2021. According to capital restructuring rules for CPSEs notified
POWER GRID CORPN. OF Approve issue of bonus shares in the ratio of one by the government in 2016, every PSU shall issue bonus shares if its defined
20-Jul-2021 EGM Management For For
INDIA LTD. bonus share for every three held (ratio of 1:3) reserves and surplus are equal to or more than 10 times its paid-up equity share
capital. The bonus issue will increase the company’s paid up share capital to Rs. 69.
75 bn from Rs. 52. 31 bn. The bonus shares will improve stock liquidity and expand
the retail shareholder base.
Q2
ALKYL AMINES CHEMICALS Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
The company has paid out an interim dividend of Rs. 10. 0 per share of face value
Ratify interim dividend of Rs. 10.0 per share of face
ALKYL AMINES CHEMICALS Rs. 5. 0 each and post the split, proposes to pay a final dividend of Rs. 6. 0 per
20-Jul-2021 AGM Management value Rs. 5.0 each and declare final dividend of Rs. For For
LTD. equity share of face value Rs. 2. 0 each. The total dividend outflow for FY21 is Rs.
6.0 per equity share of face value Rs. 2.0 each
Q2 0. 5 bn. The dividend payout ratio is 16. 7%.
Suneet Kothari, 45, represents the promoter family on the board. He is currently
ALKYL AMINES CHEMICALS Reappoint Suneet Kothari (DIN: 00021421) as
20-Jul-2021 AGM Management For For designated as the Executive Director. He has attended all board meetings in FY21.
LTD. Director
He retires by rotation. His reappointment meets all statutory requirements.
Q2
Ratify remuneration of Rs. 150,000 mn (Plus taxes
ALKYL AMINES CHEMICALS The total remuneration proposed to be paid to the cost auditors is reasonable
20-Jul-2021 AGM Management and out of pocket expenses) for Manish Shukla & For For
LTD. compared to the size and scale of operations.
Associates as cost auditors for FY22
Q2
20-Jul-2021 BAJAJ FINANCE LTD. AGM Management For For
Q2
The company proposed to pay dividend of Rs. 10. 0 per equity share (face value Rs.
Declare dividend of Rs. 10.0 per equity share (face 2. 0 per equity share) for FY21. Total dividend outflow aggregates to Rs. 6. 0 bn.
20-Jul-2021 BAJAJ FINANCE LTD. AGM Management For For
value Rs.2) for FY21 The total dividend payout ratio is 15. 2% of the standalone PAT, within the
guidance of target payout being between 15%-25% of standalone PAT.
Q2
Rajiv Bajaj, 54, is the Managing Director of Bajaj Auto Ltd. Since April 2005 and
Reappoint Rajiv Bajaj (DIN: 00018262) as Non-
part of the promoter family. He was appointed on the board of the company on 2
20-Jul-2021 BAJAJ FINANCE LTD. AGM Management Executive Non-Independent Director, liable to retire For For
May 1994. He has attended all board meetings held in FY21. He retires by rotation;
by rotation
Q2
The issuance of debt securities on private placement basis will be within the
company’s overall borrowing limit of Rs. 1,600 bn. The issuances are unlikely to
Approve issue of non-convertible debentures
20-Jul-2021 BAJAJ FINANCE LTD. AGM Management For For materially impact the NBFC’s overall credit quality. An NBFC’s capital structure is
through private placement
reined in by RBI’s capital adequacy requirements Bajaj Finance Limited’s
outstanding bank loans are rated CRISIL AAA/Stable/CRISIL A1+.
Q2
21-Jul-2021 POLYCAB INDIA LTD. AGM Management For For
Declare final dividend of Rs. 10 per equity share The total dividend outflow for FY21 is Rs. 1. 5 bn. The dividend payout ratio is 17.
Q2 (face value Rs. 10.0) for FY21 9% of PAT for FY21 as against 13. 7% in FY20.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rakesh Talati, 58, has been associated with the company since April 2014 as a civil
consultant and is proposed to be appointed as Whole-time Director. He was
appointed as location head, Halol in August 2018. He is responsible for looking
after administration, industrial relations, and projects across India. He holds a
Appoint Rakesh Talati (DIN: 08591299) as Director diploma in Civil Engineering and has completed interior design course from the
from 13 May 2021, liable to retire by rotation Maharaja Sayajirao University, Baroda. He has experience in the fields of planning
and designing, civil construction, interior designing, administration and industrial
relations. The company should have provided more granular details in relation to his
work experience before his association with Polycab India. Notwithstanding, he is
liable to retire by rotation and his appointment is in line with statutory requirements.
Q2
We estimate Rajesh Talati’s remuneration at Rs. 56. 8 mn including fair value of
stock options. The company has not provided his remuneration for previous years.
The commission payable to Rakesh Talati is open-ended and at the discretion of the
Appoint Rakesh Talati (DIN: 08591299) as Whole
board: companies must cap remuneration in absolute amounts and define
21-Jul-2021 POLYCAB INDIA LTD. AGM Management Time Director for five years from 13 May 2021 and For For
performance metrics for variable pay. Further, the company must disclose the
fix his remuneration
quantum of stock options that may be granted to him over his tenure.
Notwithstanding, his remuneration is in line with peers and commensurate with the
Q2
Bharat A. Jaisinghani, 37, is part of the promoter family He has been associated
with the company since January 2012. He was appointed as Director - Fast Moving
Electrical Goods (not on the board) in October 2018. He holds a master’s degree in
Appoint Bharat A. Jaisinghani (DIN: 00742995) as
Operations Management from University of Manchester. Over the last few years,
21-Jul-2021 POLYCAB INDIA LTD. AGM Management Director from 13 May 2021, liable to retire by For For
Bharat has been instrumental in scaling up FMEG business which will be one of the
rotation
key growth levers for the enterprise. Besides, company would benefit from his
business experience in other areas of the business too. His appointment is inline
Q2
Appoint Bharat A. Jaisinghani (DIN: 00742995) as
His appointment is inline with statutory requirements and his remuneration is
21-Jul-2021 POLYCAB INDIA LTD. AGM Management Whole Time Director for five years from 13 May For For
commensurate to the size of company operations and peers in the industry.
2021 and fix his remuneration
Q2
Nikhil R. Jaisinghani, 35, is part of the promoter family. He has been associated
with the company since January 2012 and was appointed as Director (LDC
Appoint Nikhil R. Jaisinghani (DIN: 00742771) as
business) in October 2018. He completed MBA from Kellogg School of
21-Jul-2021 POLYCAB INDIA LTD. AGM Management Director from 13 May 2021, liable to retire by For For
Management, USA and has worked in different areas of sales, marketing,
rotation
production and other support services. His appointment is in line with statutory
Q2 requirements.
Appoint Nikhil R. Jaisinghani (DIN: 00742771) as
His appointment is inline with statutory requirements and his remuneration is
21-Jul-2021 POLYCAB INDIA LTD. AGM Management Whole Time Director for five years from 13 May For For
commensurate to the size of company operations and peers in the industry.
Q2 2021 and fix his remuneration
Ms. Sutapa Banerjee, 54, has over three decades of professional experience and two
decades of experience in the financial services industry. She has worked for ANZ
Grindlays, ABN AMRO and Ambit Capital. At Ambit Capital she served as CEO
of Private Wealth Business. She is a gold medalist in Economics from the XLRI
Appoint Ms. Sutapa Banerjee (DIN: 02844650) as school of Management in India, and an Economics major, Presidency College
21-Jul-2021 POLYCAB INDIA LTD. AGM Management Independent Director for five years from 13 May For For Kolkata. Her appointment is in line with statutory requirements. She is an
2021 Independent director on the boards of five listed companies apart from Polycab
India Limited. She is also on board of Zomato Limited (which is in the process of
getting listed). Once Zomato Limited is listed, she will be an independent director
on board of seven listed companies, which is the maximum threshold for
independent directorships.
Q2
Approve remuneration of Rs 480,000 for V. J. The total remuneration proposed is reasonable compared to the size and scale of
Q2 Talati & Co., as cost auditors for FY22 company’s operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The options granted under ESOP Performance Scheme vest based on rating
achieved by the employee: 30%, 60% and 100% of the ESOP options granted on
Approve amendment to Polycab Employee Stock achieving rating 3, 4, 5 respectively, which are based on the company’s
Option Performance Scheme 2018 performance assessment. The company proposes to amend the scheme to allow the
board / NRC to decide full/partial vesting of options based on the performance
Q2 assessment of the grantee.
Kunal I. Jaisinghani is a part of promoter family and has been associated with the
company since August 2015. He holds a degree in business management studies,
Revise remuneration terms of Kunal I. Jaisinghani University of Mumbai and heads the Agri business. He has experience in factory
in office of profit as Head - Agri Products Division operations, MIS and pricing. He was paid Rs. 2. 4 mn in FY21 and his estimated
FY22 remuneration is Rs. 2. 7 mn, excluding variable pay. His remuneration is
inline with his experience and comparable to peers in the industry.
Q2
21-Jul-2021 J S W STEEL LTD. AGM Management For For
Declare final dividend of Rs. 6.5 per equity share The total dividend outflow for the year will be Rs. 15. 7 bn and payout ratio is 18.
Q2 (face value Re.1 each) 7% versus 9. 1% in the prior year.
Seshagiri Rao M. V. S, 63, is Jt Managing Director & Group CFO, has been on the
Reappoint Seshagiri Rao M.V.S. (DIN: 00029136)
21-Jul-2021 J S W STEEL LTD. AGM Management For For board since April 1999. He attended all board meetings held in FY21. He retires by
Q2
Approve remuneration of Rs.1.85 mn for Shome & The total remuneration proposed is reasonable compared to the size and scale of
Q2 Banerjee as cost auditors for FY22 company’s operations.
Seturaman Mahalingam, 73, is former CFO, Tata Consultancy Services Limited and
Reappoint Seturaman Mahalingam (DIN: has been on the board since July 2016. He attended all board meetings held in
21-Jul-2021 J S W STEEL LTD. AGM Management 00121727) as an Independent Director for five years For For FY21. His reappointment is in line with statutory requirements. We expect the
from 21 July 2021 company to seek approval for his continuation on his board once he crosses 75
years of age, in line with existing regulations.
Q2
The company has announced an ~ Rs. 251. 1 bn capex plan for its next phase of
growth. The plan will augment the company’s crude steel capacity at Vijaynagar by
7. 5 MTPA, enhance and digitize its mining capabilities and infrastructure in
Odisha and set up a colour-coated facility in Jammu & Kashmir. In addition, the
company is also focusing on upgrading its acquired facilities and pursue M&A
Issuance of specified securities aggregating upto Rs.
21-Jul-2021 J S W STEEL LTD. AGM Management For For opportunities. If the company raises the entire amount at the current market price of
140 bn to Qualified Institutional Buyers (QIB)
Rs. 672. 5 per equity share, JSW Steel would have to issue ~208. 5 mn shares: this
would result in an equity dilution of 8% on the post issuance share capital. We
recognize that JSW Steel needs to raise capital for its next phase of growth capex
and will need to issue equity instruments to maintain or improve its capital
structure.
Q2
To increase the intercorporate transaction limit to
Given the company’s expansion plans including both organic and inorganic growth,
21-Jul-2021 J S W STEEL LTD. AGM Management Rs.300 bn, over and above the limits under Section For For
we support the resolution.
Q2 186 of the Companies Act, 2013
Approve OP Jindal Employees Stock Ownership

The exercise price for the scheme will be par value of Re. 1, a significant discount
21-Jul-2021 J S W STEEL LTD. AGM Management Plan – 2021 (OPJ ESOP 2021) and grant upto 4.7 For For
to the market price. We are treating this as fixed employee expense.
mn stock options to the company’s employees
Q2
Extend the benefits of OP Jindal Employees Stock
Ownership Plan – 2021 (OPJ ESOP 2021) to grant The exercise price for the scheme will be par value of Re. 1, a significant discount
upto 0.3 mn stock options to the employees of to the market price. We are treating this as fixed employee expense.
Q2 Indian subsidiary companies
Authorize the ESOP Trust to acquire upto 5.0 mn
equity shares from the secondary market and grant
21-Jul-2021 J S W STEEL LTD. AGM Management For For This is an anti-dilution measure for the ESOP scheme.
loan to the trust for purchase of shares under OPJ
Q2 ESOP 2021
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve JSWL OP Jindal Samruddhi Plan 2021
21-Jul-2021 J S W STEEL LTD. AGM Management and grant upto 6.7 mn stock options to the For For
Q2 company’s employees
Extend the benefits of JSWL OP Jindal Samruddhi

21-Jul-2021 J S W STEEL LTD. AGM Management Plan 2021 to grant upto 1.3 mn stock options to the For For
employees of Indian subsidiary companies
Q2
Authorize the ESOP Trust to acquire upto 8.0 mn
equity shares from the secondary market and grant
21-Jul-2021 J S W STEEL LTD. AGM Management For For This is an anti-dilution measure for the ESOP scheme.
loan to the trust for purchase of shares under JSWL
OP Jindal Samruddhi Plan 2021
Q2
of the COVID-19 pandemic on the financial statements of Bajaj Finance Limited, a
21-Jul-2021 BAJAJ FINSERV LTD. AGM Management For For subsidiary. Except for the COVID related issues, the auditors are of the opinion that
the financial statements are prepared in accordance with the generally accepted
Q2 accounting principles.
Declare final dividend of Rs. 3.0 per share (face The dividend outflow for FY21 is Rs. 477. 4 mn and payout ratio is 26. 7% (FY20:
21-Jul-2021 BAJAJ FINSERV LTD. AGM Management For For
Q2 value Rs. 5.0) for FY21 11. 9%).
Madhurkumar Bajaj, 68, is part of the promoter family and Vice Chairperson, Bajaj
Reappoint Madhurkumar Bajaj (DIN 00014593) as
21-Jul-2021 BAJAJ FINSERV LTD. AGM Management For For Auto Limited. He attended all six board meetings in FY21. He retires by rotation
Non-Executive Non-Independent Director
Q2
The total remuneration proposed to be paid to the cost auditors is reasonable
21-Jul-2021 BAJAJ FINSERV LTD. AGM Management Dhananjay V Joshi & Associates, cost auditors for For For
compared to the size and scale of operations.
Q2 FY22
SYNGENE INTERNATIONAL Adoption of standalone and financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
LTD. the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Ms. Catherine Rosenberg, 60, is Kiran Majumdar Shaw’s sister-in-law and
Reappoint Ms. Catherine Rosenberg (DIN:
SYNGENE INTERNATIONAL Professor, Electrical and Computer Engineering at Waterloo University. She has
21-Jul-2021 AGM Management 06422834) as Non-Executive Non-Independent For For
LTD. attended 100% of the board meetings in FY21. Her reappointment is in line with
BSR & Co. LLP were appointed as the statutory auditors at the 2016 AGM for a
Reappoint BSR & Co. LLP as statutory auditors for
SYNGENE INTERNATIONAL Their reappointment is in line with statutory requirements. The audit fee proposed
21-Jul-2021 AGM Management five years starting from the conclusion of the FY21 For For
LTD. for FY22 is Rs. 6. 43 mn plus applicable taxes and reimbursement of out-of-pocket
AGM and fix their remuneration
expenses incurred. The proposed remuneration is reasonable compared to the size
Q2
Dr Kush Parmar, 40, is Managing Partner at 5AM Ventures. He holds a BA in
molecular biology and medieval studies from Princeton University, a Ph. D. In
experimental pathology from Harvard University, and an MD from Harvard
SYNGENE INTERNATIONAL Appoint Dr Kush Parmar (DIN: 09212020) as an
21-Jul-2021 AGM Management For For Medical School. Dr Parmar serves on the Advisory Boards of Harvard Medical
LTD. Independent Director w.e.f. 22 June 2021
School, Penn Medicine, Princeton University’s Department of Molecular Biology,
and the Grace Science Foundation. His appointment is in line with the statutory
Q2 requirements.
We have relied upon the auditors’ report, who are of the opinion that the standalone
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management For For financial statements are prepared in accordance with the generally accepted
We have relied upon the auditors’ report, who are of the opinion that the
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management For For consolidated financial statements are prepared in accordance with the generally
Q2 accepted accounting principles.
Confirm interim dividends aggregating to Rs. 14.0 The total dividend has increased from Rs. 12. 0 in FY20 to Rs. 20. 0 in FY21. The
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management and final dividend Rs. 6.0 per equity share on face For For total dividend outflow including dividend tax for FY20 is Rs. 1. 5 bn and the
Q2 value Rs.10.0 for FY21 dividend payout ratio is 30. 3%.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sandeep Kumar Kalra, 49, has served as Executive Director since June 2019. He is
Reappoint Sandeep Kumar Kalra (DIN: 02506494)
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management For For based out of New Jersey, USA. He retires by rotation and his reappointment meets
as Executive Director, liable to retire by rotation
Q2 all statutory requirements.
Sunil Sapre, 57, has served as Executive Director and CFO since January 2018. He
was paid a remuneration of Rs. 36. 6 mn in FY21. His proposed remuneration of
Reappoint Sunil Sapre (DIN: 06475949) as
Rs. 42. 9 mn (including fair value of options) for FY22 is commensurate with the
Executive Director and CFO for second term of
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management For For overall performance of the company and is in line with the peers. Further, Sunil
three years from 27 January 2021 till 30 September
Sapre is a professional, whose skill carry a market value. Persistent must disclose
the performance metrics used to benchmark variable pay, to provide greater clarity
Q2 to shareholders.
Three amendments are being made to the existing scheme. The size of the scheme
has been increased by 0. 4 mn options, as a result the options available to granted
has increased to 0. 8 mn options. Secondly, the maximum vesting period has been
increased from three years to five years and finally the company has sought approval
to also issue fresh shares (in addition to secondary acquisition), to implement the
Approve amendments to the ‘Persistent Employee
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management For For schemes. With the expansion of size in both the 2014 and 2017 schemes, the
Stock Option Scheme 2014’
company expects to issue ~1. 5 mn fresh equity shares during 2023 to 2025, which
will result in a dilution of ~2. 0 %. We estimate an additional cost of ~0. 8 bn per
annum, which is high at ~12. 6% of FY21 PBT. Given, the judicious use and
ESOPs in the past and grants being made at reasonable discount to market price.
We support the proposed amendments to the ESOP schemes.
Q2
Approve grant of ESOPs to the employees of
The company proposes to extend PESOS 2014 to the employees of its subsidiary
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management subsidiaries under ‘Persistent Employee Stock For For
companies. Our decision on this resolution is linked to resolution #6.
Q2 Option Scheme 2014’
Three amendments are being made to the existing scheme. The size of the scheme
has been increased by 2. 1 mn options, as a result the options available to granted
has increased to 2. 5 mn options. Secondly, the maximum vesting period has been
increased from four years to five years and finally the company has sought approval
to also issue fresh shares (in addition to secondary acquisition), to implement the
Approve amendments to the ‘Persistent Systems
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management For For schemes. With the expansion of size in both the 2014 and 2017 schemes, the
Limited – Employee Stock Option Plan 2017’
company expects to issue ~1. 5 mn fresh equity shares during 2023 to 2025, which
will result in a dilution of ~2. 0 %. We estimate an additional cost of ~0. 8 bn per
annum, which is high at ~12. 6% of FY21 PBT. Given, the judicious use and
ESOPs in the past and grants being made at reasonable discount to market price.
We support the proposed amendments to the ESOP schemes.
Q2
Approve grant of ESOPs to the employees of
The company proposes to extend ESOP 2017 to the employees of its subsidiary
21-Jul-2021 PERSISTENT SYSTEMS LTD. AGM Management subsidiaries under ‘Persistent Employee Stock For For
companies. Our decision on this resolution is linked to resolution #8.
Q2 Option Scheme 2017’
Adoption of standalone financial statements for the related issues raised, the auditors are of the opinion that the financial statements are
22-Jul-2021 TRENT LTD. AGM Management For For
year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
Adoption of consolidated financial statements for related issues raised, the auditors are of the opinion that the financial statements are
the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
22-Jul-2021 TRENT LTD. AGM Management For For The total dividend outflow for FY21 is Rs. 213. 3 mn.
Q2 (face value Re. 1.0)
P. Venkatesalu, 44, Director Finance and CFO has been on the board of Trent
Reappoint P. Venkatesalu (DIN: 02190892) as
22-Jul-2021 TRENT LTD. AGM Management For For Limited since 2015. He has attended all the 4 board meetings in FY21 and retires by
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Jayesh Merchant, 63, was former CFO and Company Secretary of Asian Paints
Limited. He has an experience of 37 years and during his career has worked in
various companies including Asian Paints, UTV Software Communications, Ion
Appoint Jayesh Merchant (DIN: 00555052) as an
Exchange India and Castrol. He is a member of the Institute of Chartered
22-Jul-2021 TRENT LTD. AGM Management Independent Director for five years from 7 August For For
Accountants of India (ICAI) and the Institute of Company Secretaries of India
2020
(ICSI) and has completed his bachelor’s degree in Commerce and bachelor’s
degree in Law from University of Mumbai. His appointment meets statutory
Q2 requirements.
Ms. Susanne Given, 57, is well versed with the retail sector with over 26 years of
Appoint Ms. Susanne Given (DIN: 08930604) as an experience. During her career she has held positions in various reputed companies -
22-Jul-2021 TRENT LTD. AGM Management Independent Director for five years from 17 For For including House of Fraser-UK, Homebase-UK, Best Blooms-UK, Harrods-UK, TK
November 2020 Maxx-UK, John Lewis Partnership-UK and Supergroup-UK. Her appointment
Q2 meets statutory requirements.
P. Venkatesalu’s FY21 remuneration aggregated Rs. 21. 5 mn, 23% lower than
FY20 and inclusive of a performance bonus of Rs. 5. 1 mn. The remuneration is in
Approve payment of minimum remuneration and
excess of regulatory limits, given that Trent Limited’s FY21 revenues and profits
waive excess remuneration paid/payable to P.
22-Jul-2021 TRENT LTD. AGM Management For For were severally curtailed on account of the COVID-19 outbreak. The company seeks
Venkatesalu (DIN: 02190892), Executive Director
waiver for his excess remuneration. His FY21 remuneration of Rs. 21. 5 mn is in
(Finance) & CFO for FY21
line with his approved remuneration structure and is commensurate with the overall
size and complexity of the business, his experience and skill set.
Q2
The financial performance of the company, given the ongoing pandemic, is likely to
remain subdued in the near term. In the event of no profits / inadequate profits, P.
Approve payment of minimum remuneration to P.
Venkatesalu will continue to be paid a minimum remuneration for FY22, estimated
22-Jul-2021 TRENT LTD. AGM Management Venkatesalu (DIN: 02190892), Executive Director For For
at Rs. 23. 7 mn, in line with the terms approved by shareholders at the 2018 AGM.
(Finance) & CFO for FY22
It is also commensurate with the overall size and complexity of the business, his
experience and skill set and comparable to industry peers.
Q2
Approve payment of commission upto Rs. 4.0 mn to Directors and Independent Directors, in the event of no profits or inadequate profits.
Non-Executive Directors in the event of no The notification has prescribed limits for remuneration payable. For FY21, the
profits/inadequate profits for FY21 as per limits company proposes to pay a commission of Rs. 4. 0 mn, a 50% decline over FY20.
specified under regulations The proposed commission is commensurate with the value rendered by the Non-
Executive Directors and is a compensation for their time and effort invested in the
company.
Q2
The proposal for change of place of keeping Register and Index of Members &
other records is due to the shifting of the registered office of TSR Darashaw
Consultants Private Limited, Registrars and Share Transfer Agents of the company.
The company proposes to keep the records at any of these places: the Registered
Approve change of place of keeping Register and
22-Jul-2021 TRENT LTD. AGM Management For For Office and/or the Corporate Office and/or the office of TSR Darashaw Consultants
Index of Members & other records
Private Limited, Registrars and Share Transfer Agents of the company. The
company should have finalized a location for the documents prior to seeking
shareholder approval. Nonetheless, given the accessibility of the proposed locations,
the move will not impede the accessibility of documents to shareholders.
Q2
22-Jul-2021 BAJAJ AUTO LTD. AGM Management For For
The total dividend outflow is Rs. 40. 5 bn, while the dividend payout ratio is 89.
22-Jul-2021 BAJAJ AUTO LTD. AGM Management For For 0%. Bajaj Auto Limited’s dividend distribution policy clearly defines target
Q2 dividend payout ratios linked to balances of surplus funds.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Niraj Bajaj, 66, is part of the promoter family and Non-Executive Chairperson at
Bajaj Auto Limited. He is currently the Chairperson and Managing Director of
Reappoint Niraj Bajaj (DIN: 00028261) as a Non-
Mukand Ltd. And Chairperson of Bajaj Holdings and Investment Ltd. He is on
22-Jul-2021 BAJAJ AUTO LTD. AGM Management Executive, Non Independent Director, liable to For For
board of several Bajaj group companies. He attended 100% board meetings held in
retire by rotation
FY21 (5/5). He retires by rotation and his reappointment is in line with statutory
Q2 requirements.
Sanjiv Bajaj, 51, is part of the promoter family. He was an Executive director till
2012 and headed the finance, control, and legal functions at Bajaj Auto Limited.
Reappoint Sanjiv Bajaj (DIN: 00014615) as a Non-
He is currently Managing Director and CEO at Bajaj Finserv Limited and Bajaj
22-Jul-2021 BAJAJ AUTO LTD. AGM Management Executive, Non Independent Director, liable to For For
Holdings and Investment Limited. He is on board of several Bajaj group
retire by rotation
companies. He attended 100% board meetings held in FY21 (5/5). He retires by
Q2
Pradeep Shrivastava, 61 has been associated with the company since 1986 and was
previously the Chief Operating Officer till 2016, before being appointed on board
from 1 April 2016. Pradeep Shrivastava’s FY21 remuneration was 123. 5x the
median employee remuneration. We estimate his FY22 remuneration at Rs. 110. 3
Reappoint Pradeep Shrivastava (DIN: 07464437) as mn, including value of stock options; he received Rs. 91. 9 mn as remuneration in
Whole Time Director for five years from 1 April FY21, including value of stock options. The amount of variable pay is open-ended
22-Jul-2021 BAJAJ AUTO LTD. AGM Management For For
2021 and fix his remuneration as minimum and at the discretion of the board: companies must cap remuneration in absolute
remuneration amounts and define performance metrics for variable pay. Further, the company
must disclose the quantum of stock options that may be granted to him over his
tenure. Notwithstanding, his remuneration is in line with peers and commensurate
with the size and complexity of the business. We expect the company to be
judicious in its remuneration pay-outs.
Q2
Rahul Bajaj, 82 is the promoter and was non-executive Chairperson of Bajaj Auto
till 30 April 2021. He stepped off the board from 1 May 2021 and was appointed as
Chairperson Emeritus and will no longer have voting rights in board / sub-
Approve payments and other facilities to Rahul
committee meetings but can be invited to attend their meetings. Given the terms,
22-Jul-2021 BAJAJ AUTO LTD. AGM Management Bajaj (DIN: 00037519) as Chairperson Emeritus for For For
payments other than reimbursements for housing, car and medical expenses, have
five years from 1 May 2021
been capped at Rs. 30. 0 mn and the approval is being taken for a period of five
years. Accordingly, his remuneration after five years will require shareholder
approval. The overall payments are reasonable, given the size of the company.
Q2
In the past, the company has been judicious in paying commission to Non-
Executive Directors, ranging between 0. 03% - 0. 11% of the standalone profit
Approve payment of commission upto 1% of net before tax. The proposed commission is commensurate with the value rendered by
profits to Non-Executive Directors for five years the Non-Executive Directors and Independent Directors and is a compensation for
22-Jul-2021 BAJAJ AUTO LTD. AGM Management from 1 April 2021 and in the event of no For For their time and effort invested in the company. In the event of inadequate profits,
profits/inadequate profits as per limits specified commission will be paid to the extent allowed under regulations. The company has
under regulations a policy to pay a fixed commission of Rs. 250,000 for every board or committee
meeting attended to the non-executive directors and additional commission as
decided by the board, based on the time and effort invested.
Q2
BAJAJ HOLDINGS & INVST. Adoption of standalone and consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
LTD. statements for the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
BAJAJ HOLDINGS & INVST. Declare final dividend of Rs. 40 per share (face Total dividend outflow aggregates to Rs. 4. 5 bn. The total dividend payout ratio is
Q2 LTD. value Rs. 10.0) for FY21 224. 2%.
Madhur Bajaj, 69, is part of the promoter family, and Vice Chairperson of Bajaj
Reappoint Madhurkumar Ramkrishnaji Bajaj (DIN
BAJAJ HOLDINGS & INVST. Auto Ltd. He has been on the board since July 2010. He has attended all board
22-Jul-2021 AGM Management 00014593) as Non-Executive Non-Independent For For
LTD. meetings held in FY21. He retires by rotation; his reappointment is in line with
Director
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Shekhar Bajaj, 73, Promoter, Chairperson and Managing Director of Bajaj
Electricals Limited. He was on the board of the company from March 1995 till
Appoint Shekhar Bajaj (DIN 00089358) as a Non-
February 2008. His appointment is in line with statutory requirements. Amendments
BAJAJ HOLDINGS & INVST. executive, Non-Independent Director from 1 May
22-Jul-2021 AGM Management For For in SEBI’s LODR require directors having attained the age of 75 to be approved by
LTD. 2021 and continuation of his directorship post
shareholders through a special resolution. Shekhar Bajaj will attain the age of 75
attainment of 75 years of age on 8 June 2023
years on 8 June 2023. We do not consider age to be a criterion for board
Q2 memberships.
Appoint Omkar Goswami (DIN: 00004258) as an
BAJAJ HOLDINGS & INVST.
22-Jul-2021 AGM Management Independent Director for five years from 1 May For For Reappointment. No concerns identified.
LTD.
Q2 2021
Approve payment of commission upto 1% of net
Over the past three years, commission has been in the range of 0. 5% - 0. 9% of
profits to Non-Executive Directors for a period of
BAJAJ HOLDINGS & INVST. profits, which is within regulatory thresholds. We expect the company to remain
22-Jul-2021 AGM Management five years from 1 April 2021, in the event of no For For
LTD. judicious in its pay outs, however, we also expect companies to fix the absolute cap
profits/inadequate profits to be paid as per limits
on commission payable to non-executive directors.
Q2 specified under regulations
Ravi Mehra, 60, was appointed as the Deputy Managing Director from 1 April
2021. Earlier, he was CEO – Interior, Controls and Safety at the company. He has
Appoint Ravi Mehra (DIN: 01651911) as Director, three decades of experience in the auto sector, with roles in various functions such
22-Jul-2021 MINDA INDUSTRIES LTD. Postal Ballot Management For For
liable to retire by rotation from 1 April 2021 as strategy, finance, marketing, manufacturing, materials, Human Resources, and
product/ technology development. His appointment as a director, liable to retire by
rotation is in line with all statutory requirements.
Q2
Assuming he receives the maximum variable payout under his proposed
remuneration structure, we estimate Ravi Mehra’s remuneration at Rs. 55. 6 mn for
FY22 (~1. 7% of FY21 consolidated PBT), which is higher than peers. Even so, we
Appoint Ravi Mehra (DIN: 01651911) as Whole-
understand that he is a professional and his skills and experience carry a market
time Director designated as Deputy Managing
22-Jul-2021 MINDA INDUSTRIES LTD. Postal Ballot Management For For value. Further, 35% of his total remuneration comprises variable pay (including
Director for three years from 1 April 2021 to 31
stock options), thus linking pay with performance. The company should provide
March 2024 and fix his remuneration
granular disclosures regarding the performance metrics that will provide clarity
regarding his variable pay. The company should have capped the quantum of stock
options that can be granted to him.
Q2
Ms. Pravin Tripathi, 71, is a former Indian Audit & Accounts Service (IAAS)
Officer of 1973 Batch and has served in the various capacities including that of
Reappoint Ms. Pravin Tripathi (DIN: 06913463) as Deputy Comptroller & Auditor General of India. She has been on the board of the
22-Jul-2021 MINDA INDUSTRIES LTD. Postal Ballot Management an Independent Director for a second term of two For For company since February 2019. She attended 100% (8 out of 8) board meetings in
years from 6 February 2021 to 5 February 2023 FY21. While we support her reappointment, we believe shareholder approval for
her reappointment should have been sought on or before the completion of her first
term as Independent Director.
Q2
Krishan Kumar Jalan, 64, is a former IAS officer. He served as Secretary to the
Government of India (January 2016 - June 2017) for the Ministry of Micro, Small
Reappoint Krishan Kumar Jalan (DIN: 01767702) & Medium Enterprises (MSME). He has been on the board of the company since
22-Jul-2021 MINDA INDUSTRIES LTD. Postal Ballot Management as an Independent Director for a second term of two For For May 2019. He attended 100% (8 out of 8) board meetings in FY21. While we
years from 16 May 2021 to 15 May 2023 support his reappointment, we believe shareholder approval for his reappointment
should have been sought on or before the completion of his first term as
Q2 Independent Director.
Assuming the issue price is the current market price (Rs. 641. 1 on 30 June 2021),
the company will issue ~10. 9 mn shares. The maximum dilution is ~3. 8% on the
expanded capital base as on 21 June 2021. This is an enabling resolution that gives
Approve issue of equity shares or equity-linked powers to the board for a year to raise funds after determining the form and terms of
22-Jul-2021 MINDA INDUSTRIES LTD. Postal Ballot Management securities aggregating up to Rs 7.0 bn through For For issuance, number of securities to be issued at each tranche, issue price, face value
public or private placement, including QIP and discount on securities. Such resolutions have a SEBI defined validity of one
year. The company will use the funds as part of the growth strategy and to augment
the long-term resources of the company for meeting funding requirements of its
business activities and general corporate and other purposes.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
23-Jul-2021 A P L APOLLO TUBES LTD. AGM Management For For
Sanjay Gupta, 50 is the Executive Chairperson of the company and part of the
Reappoint Sanjay Gupta (DIN: 00233188) as promoter family. He has been on the board of the company since 2 September 2003.
Director, liable to retire by rotation He has attended all board meetings held in FY21. He retires by rotation; his
Approve remuneration of Rs. 250,000 to R.J. Goel The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Virendra Singh Jain was appointed as Independent Director on the board of the
company for a term of five years from 28 January 2017. Virendra Singh Jain will
Approve continuation of Virendra Singh Jain (DIN:
attain the age of 75 years on 24 July 2021: during his first term as an Independent
23-Jul-2021 A P L APOLLO TUBES LTD. AGM Management 00253196) as Independent Director after he reaches For For
Director. Amendments in SEBI’s LODR require directors having attained the age
the age of 75 years on 24 July 2021
of 75 to be approved by shareholders through a special resolution. We do not
consider age to be an eligibility criterion for board memberships.
Q2
Virendra Singh Jain, 75 was the Chairperson of Steel Authority of India Ltd. And
Executive Director of India Oil Corporation Ltd. He was also a member of Public
Reappoint Virendra Singh Jain (DIN: 00253196) as
Enterprises Selection Board (PESB). He is a member of the Institute of Chartered
23-Jul-2021 A P L APOLLO TUBES LTD. AGM Management Independent Director from 28 January 2022 to 30 For For
Accountants of India and the Institute of Cost Accountant of India. He has attended
September 2024
all board meetings held in FY21. His reappointment is in line with statutory
Q2 requirements.
23-Jul-2021 APOLLO TYRES LTD. AGM Management For For
The company proposes to pay Rs. 3. 5 per equity share of face value Re. 1. 0 as
23-Jul-2021 APOLLO TYRES LTD. AGM Management For For final dividend. Total dividend outflow will aggregate to Rs. 2. 2 bn. Payout ratio is
(face value: Re. 1.0) for FY21
Q2 30. 5% of standalone PAT.
Satish Sharma, 53 is the President (APMEA) and whole-time director. He has been
Reappoint Satish Sharma (DIN: 07527148) as on the board of the company since 1 April 2019. He has attended all board meetings
Director, liable to retire by rotation held in FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Francesco Gori, 68, was the CEO of Pirelli Tyre S. P. A. He was associated with
Reappoint Francesco Gori (DIN: 07413105) as Non-
Pirelli Tyre for 33 years till 2012. He had joined Apollo Tyres as an Advisor for
23-Jul-2021 APOLLO TYRES LTD. AGM Management Executive Non-Independent Director, liable to retire For For
strategy from 26 October 2015. He has attended all board meetings held in FY21.
by rotation
He retires by rotation; his reappointment is in line with statutory requirements.
Q2
Approve remuneration of Rs. 330,000 to N.P. The total remuneration proposed to be paid to the cost auditors in FY22 is
Gopalakrishnan & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
The company proposes to borrow up to Rs. 10. 0 bn through issue of
secured/unsecured NCDs on private placement basis in one or more tranches for a
period of one year within the overall borrowing limit of Rs. 65. 0 bn (on a
Approve issuance of Non-Convertible Debentures standalone basis). On 31 March 2021, the company’s outstanding consolidated
23-Jul-2021 APOLLO TYRES LTD. AGM Management (NCDs) on a private placement basis up to Rs. 10.0 For For borrowings aggregated Rs. 64. 3 bn and Debt to Equity ratio is 0. 6x. The
bn company’s outstanding credit ratings are CRISIL AA+/Stable/CRISIL A1+ and
IND AA+/Stable/IND A1+, which denote high degree of safety regarding timely
servicing of financial obligations. The company proposes to use the additional funds
for growth, capital expenditure and for general corporate purposes.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Satish Sharma’s pay is subject to ceiling of 1. 0% of PBT if the company has

adequate profits. He received a remuneration of Rs. 68. 5 mn during FY21 within
the overall ceiling of 1. 0% of PBT, which amounted to 71x the median employee
remuneration. In FY22, an increase in his remuneration may exceed regulatory
Approve payment of remuneration of up to Rs. 95.0
thresholds in case the company’s FY22 performance is dampened by another wave
23-Jul-2021 APOLLO TYRES LTD. AGM Management mn to Satish Sharma (DIN: 07527148), Whole-time For For
of COVID-19. His proposed remuneration is higher than some of the peers,
Director in case of inadequate profits for FY22
however it is commensurate to the size and complexity of the business. We take
into account that Satish Sharma is an industry veteran and his skills and experience
carry a market value. Notwithstanding, we expect the company to be judicious with
the pay going forward.
Q2
CROMPTON GREAVES
23-Jul-2021 CONSUMER ELECTRICAL AGM Management For For
LTD
CROMPTON GREAVES Confirm interim dividend of Rs. 3.0 and declare
The total dividend outflow for FY21 is Rs. 3. 5 bn and the dividend payout ratio is
23-Jul-2021 CONSUMER ELECTRICAL AGM Management final dividend of Rs. 2.5 per equity share (face value For For
57. 1% of standalone PAT.
Q2 LTD of Rs. 2.0) for FY21
CROMPTON GREAVES Shantanu Khosla, 61, is the Managing Director since January 2016. He attended
Reappoint Shantanu Khosla (DIN: 00059877) as
23-Jul-2021 CONSUMER ELECTRICAL AGM Management For For 100% board meetings held in FY21 (11/11). He retires by rotation and his
Q2 LTD reappointment is in line with statutory requirements.
Shweta Jalan, 45 is a promoter representative of Advent International and a non-
CROMPTON GREAVES Not fill vacancy caused by retirement of Shweta executive director on board of the company. She will retire at the upcoming AGM
23-Jul-2021 CONSUMER ELECTRICAL AGM Management Jalan (DIN: 00291675) as Non-Executive Non- For For and does not wish to be re-appointed. The board has decided that the vacancy by her
LTD Independent Director retirement will not be filled. This will not have any material implications for board
Q2 independence.
Shantanu Khosla (MD) was granted various stock options under PSP I, PSP II and
ESOP 2019. He was last reappointed at 2020 AGM for five years from 1 January
Approve payment of remuneration to Shantanu 2021. His FY22 remuneration can range up to Rs. 180. 2 mn, including fair value of
CROMPTON GREAVES
Khosla, (DIN:00059877), Managing Director in stock options and payment of target variable pay. The company expects his
23-Jul-2021 CONSUMER ELECTRICAL AGM Management For For
excess of 5% of net profits in event of exercise of remuneration to exceed the regulatory thresholds of 5% of net profit in case of
LTD
stock options, for three years from 1 April 2021 exercise of stock options by him in the future. The increase in the maximum limit
will not require any cash compensation in addition to the overall remuneration
already approved by the shareholders, therefore we support the resolution.
Q2
Mathew Job (CEO and ED) was granted various stock options under PSP I and
ESOP 2019. He was appointed on board for five years from 22 January 2021 by
way of a postal ballot resolution in May 2021. His FY22 remuneration can range up
Approve payment of remuneration to Mathew Job,
CROMPTON GREAVES to Rs. 133. 6 mn, including fair value of stock options and payment of target
(DIN: 02922413), CEO in excess of 5% of net
23-Jul-2021 CONSUMER ELECTRICAL AGM Management For For variable pay. The company expects his remuneration to exceed the regulatory
profits in event of exercise of stock options, for
LTD thresholds of 5% of net profit in case of exercise of stock options by him in the
three years from 1 April 2021
future. The increase in the maximum limit will not require any cash compensation
in addition to the overall remuneration already approved by the shareholders,
therefore we support the resolution.
Q2
Approve payment of total managerial remuneration If the remuneration for Shantanu Khosla and Mathew Job exceeds the regulatory
CROMPTON GREAVES in excess of 11% of net profits in event of exercise limits for executive directors in the exercise of stock options by Shantanu Khosla
23-Jul-2021 CONSUMER ELECTRICAL AGM Management of stock options by Shantanu Khosla For For and Mathew Job, the company also expects it to breach the regulatory threshold of
LTD (DIN:00059877) and/or Mathew Job, (DIN: 11% for aggregate managerial remuneration. Our recommendation to the resolution
02922413) for three years from 1 April 2021 is based on the rationale provided for resolutions #6 and #7.
Q2
P. R. Ramesh, 65 is a qualified chartered accountant and was formerly the Director
at Deloitte & Touche Assurance & Enterprise Risk Services India Private Limited
CROMPTON GREAVES Appoint P. R. Ramesh (DIN: 01915274) as till March 2020. In the past, he was served as a member of Deloitte Global Board
23-Jul-2021 CONSUMER ELECTRICAL AGM Management Independent Director for five years from 21 May For For and Deloitte Asia Pacific Board and has over 40 years of experience serving clients
LTD 2021 of various sectors like manufacturing, banking and financial services, technology,
media, telecommunications, energy, resources, and consumer business sectors. His
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
CROMPTON GREAVES Ratify remuneration of Rs. 550,000 to Ashwin
23-Jul-2021 CONSUMER ELECTRICAL AGM Management Solanki & Associates as cost auditors for financial For For
business.
Q2 LTD year ending 31 March 2022
related issues raised, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting principles and
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management For For Indian Accounting Standards (IND-AS). Although the audit firms appointed are
experienced, we raise concern over the level of experience of the audit partners.
The audit committee must articulate the singular areas of responsibilities of each
joint auditor and the basis of empaneling the current audit partners.
Q2
IGPL proposes a final dividend of Rs. 7. 5 per equity share of face value Rs. 10 for
Approve final dividend of Rs. 7.5 per equity share
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management For For FY21. The total dividend outflow for FY21 is Rs. 230. 9 mn. The dividend payout
of face value Rs. 10 each
Q2 ratio is 12. 2%.
M M Dhanuka, 73, is promoter and non-executive chairperson of the company. He
Reappoint M M Dhanuka (DIN 00193456) as Non-
attended 100% (4 out of 4) board meetings in FY21. He is liable to retire by rotation
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
and his reappointment as non-executive non-independent director is in line with all
by rotation
We estimate J K Saboo’s remuneration at Rs. 7. 7 mn for FY22. His pay is

commensurate with the complexities of his role and the size and performance of the
company. It is comparable with that of peers in the industry. He is a professional
Reappoint J K Saboo as Executive Director for one and his skills and experience carry a market value. While promoters are paid a
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management For For
year from 1 April 2021 and fix his remuneration commission as percentage of profits, there is no such provision for payment of
commission to J K Saboo. The NRC must embed a component of variable pay in J
K Saboo’s remuneration structure which will help align his pay to company
performance.
Q2
Approve payment of 0.9% of net profit as In the past, M M Dhanuka has drawn commission amounting to ~0. 9% of the
commission to M M Dhanuka as Non-Executive company’s standalone PBT. The commission to Non-Executive Directors is
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management Director which will exceed 50% of total For For currently capped at 1. 0% of net profit of the company. His aggregate remuneration
remuneration paid to Non-Executive Directors in of Rs. 23. 4 mn (excluding sitting fees) for FY21 is reasonable for the size of
Q2 FY21 business and in line with the peers.
Appoint Arpan Dhanuka (son of Managing He has completed his BSc in Business Management from University of
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management Director) to an office of profit from 10 February For For Nottingham, United Kingdom in 2017. He was appointed as Lead – Information
Q2 2021 and fix his remuneration Technology from 10 February 2021.
Ratify remuneration of Rs. 50,000 to Krishna S & The total remuneration proposed to be paid to the cost auditor in FY22 is
23-Jul-2021 I G PETROCHEMICALS LTD. AGM Management For For
Q2 Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
23-Jul-2021 S K F INDIA LTD. AGM Management For For
Declare final dividend of Rs. 14.5 per equity share The total dividend outflow for the year will be Rs. 716. 9 mn and pay-out ratio is
Q2 (face value Rs. 10.0) 24. 1%.
Werner Hoffman, 52, has been on the board since August 2019. He represents the
Reappoint Werner Hoffmann (DIN 07685942) as
SKF Group on the board and is CFO, SKF Asia. He attended all board meeting in
23-Jul-2021 S K F INDIA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
FY21. He retires by rotation and his reappointment is in line with statutory
retire by rotation
Q2 requirements.
Appoint Ms. Ingrid Viktoria Van Camp (DIN Ms. Ingrid Viktoria Van Camp, 54, is CTO and President, Innovation and Business
08945782) as Non-Executive Non-Independent Development of Aktiebolaget SKF and has been with the SKF group since 1996.
Director from 16 November 2020, liable to retire by She comes on board as nominee director of the SKF group. She is liable to retire by
rotation rotation and her appointment is in line with statutory requirements.
Q2
Over the past five years, commission has been in the range of 0. 04% - 0. 18% of
Approve payment of commission upto 1% of net
standalone profit before tax, which is within regulatory thresholds. We expect the
23-Jul-2021 S K F INDIA LTD. AGM Management profits to Non-Executive Directors for a period of For For
company to remain judicious in its pay outs, however, we expect companies to fix
five years from 1 April 2021
the absolute cap on commission payable to non-executive directors.
Q2
Ratify remuneration of Rs. 410,000 payable to R A The total remuneration proposed to be paid to the cost auditors in FY21 is
Q2 & Co. as cost auditor for FY21 reasonable compared to the size and scale of operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
23-Jul-2021 BIOCON LTD. AGM Management For For
Ravi Mazumdar, 66, part of the promoter group, is a Professor at the Waterloo
Reappoint Dr. Ravi Mazumdar (DIN: 00109213) as
University. He has been on the board since 2000. He attended all six board
23-Jul-2021 BIOCON LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
meetings in FY21. He retires by rotation and his reappointment is in line with
retire by rotation
B S R & Co. LLP were appointed as the statutory auditors for five years starting
from FY17 in the AGM of 2016. The company proposes to reappoint them for
another five-year term beginning FY22, which will complete their tenure of ten
Reappoint B S R & Co. LLP as statutory auditors years as per provisions of Section 139 of Companies Act 2013. The FY21 auditor
23-Jul-2021 BIOCON LTD. AGM Management for a period of five years from FY22 and authorize For For remuneration (excluding out-of-pocket expenses and tax) aggregated Rs. 6. 7 mn.
the board to fix their remuneration The company has stated that the remuneration proposed to be paid during the
second term of the auditors would be in line with the existing remuneration and
commensurate with the services. Even so, the proposed audit fees should have been
clearly disclosed, which is a mandatory requirement under SEBI LODR.
Q2
Bobby Kanubhai Parikh, 57, is the Managing Partner of Bobby Parikh Associates
and co-founder of BMR Advisors, a tax and transactions firm. He is former CEO,
Reappoint Bobby Kanubhai Parikh (DIN:
EY India and was Country Managing Partner at Arthur Andersen. He attended all
23-Jul-2021 BIOCON LTD. AGM Management 00019437) as Independent Director for a term of For For
six board meetings in FY21. He has been an Independent Director on the board of
five years till the conclusion of FY26 AGM
the company since July 2018 and his reappointment for a further period of five
years is in line with all statutory requirements.
Q2
The commission paid in the past to NEDs has ranged from 0. 4% to 0. 6% of
standalone PBT. The company proposes to align the commission payable to non-
Approve payment of commission to independent executive directors with the overall consolidated operations of the company.
directors not exceeding 3% of net profits Therefore, it seeks to increase the limit to 3% of standalone profits from the earlier
1%. The company has clarified that the commission is expected to be within 1% of
consolidated profits of the company.
Q2
Siddharth Mittal’s estimated remuneration for FY22 of Rs. 100. 2 mn (including
stock options/RSUs) is commensurate with the size and scale of operations of the
Approve payment of remuneration to Siddharth company. The company expects his remuneration to exceed the regulatory
Mittal (DIN: 03230757), Managing Director, in thresholds of 5% of net profit in case of exercise of stock options/restricted stock
excess of 5% of net profits till the end of his term on units by him in the future, however aggregate managerial remuneration will not
30 November 2024 exceed 10% of net profit annually. The increase in the maximum limit will not
require any cash compensation in addition to the overall remuneration already
approved by the shareholders, therefore we support the resolution.
Q2
Ratify remuneration of Rs. 400,000 payable to Rao The proposed remuneration to be paid to the cost auditor in FY22 is reasonable
Murthy & Associates, cost auditors for FY22 compared to the size and scale of operations.
Q2
The company proposes to classify twelve applicants from promoter to public
shareholder category. None of the applicants other than Himanshu Shah hold any
shares in the company. Himanshu Shah stepped down as Executive Director from
Reclassify certain members of the promoter group the board in May 2020 and resigned from the Eris team in February 2021. He
24-Jul-2021 ERIS LIFESCIENCES LTD Postal Ballot Management For For
to public shareholder category currently holds 0. 8 mn shares of the company representing 0. 6% of the company’s
share capital. As per the company, the applicants have no control over the affairs of
the company, nor are they involved in the decision-making process. The
reclassification to public shareholders in line with regulatory requirements.
Q2
Ms. Nishi Vasudeva, 65, is the former Chairperson and Managing Director,
Reappoint Ms. Nishi Vasudeva (DIN: 03016991) as
Hindustan Petroleum Company Limited. She has served on the board for five years
24-Jul-2021 H C L TECHNOLOGIES LTD. Postal Ballot Management an Independent Director for a second term of five For For
since 1 August 2016. She has attended eight out of nine board meetings in FY21.
years from 1 August 2021
Her reappointment for a second five-year term meets all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Magma Fincorp proposes ESOP 2021, with a maximum of 15. 0 mn stock options
which is ~ 2. 0% of the current paid up capital. The exercise price shall be the fair
POONAWALLA FINCORP market value or a maximum discount of 20% on the fair market value (average of
24-Jul-2021 Postal Ballot Management Approve of Employee Stock Option Plan 2021 For For
LTD. the opening price and closing price of the share on a recognised stock exchange) as
on last trading day prior to the grant date, so the impact on profitability will not be
significant. We estimate the annualized cost of the scheme at Rs. 283. 5 mn.
Q2
Through a separate resolution, the company seeks approval to grant options to the
Approve extension of the Employee Stock Option employees of its holding and subsidiary companies. The resolution is an enabling
POONAWALLA FINCORP
24-Jul-2021 Postal Ballot Management Plan - 2021 to the employees of the holding For For one that encompasses employees of the company, and its holding and/or subsidiary
LTD.
company and subsidiary company(ies) companies. Since the promoter Rising Sun Holdings and the subsidiaries of Magma
Fincorp are not listed we are in favor of the resolution.
Q2
Magma Fincorp seeks shareholder approval to grant ESOPs equal to or exceeding
1% of the issued share capital to identified employees of the company, its
subsidiaries and the promoter company. This is more of enabling resolution to allow
Approve grant of employee stock options equal to the company to make grants of more than 1 % of the paid up equity capital to
POONAWALLA FINCORP
24-Jul-2021 Postal Ballot Management or exceeding 1% of the issued share capital to For For employees to be identified by the Nomination and Remuneration Committee (NRC)
LTD.
identified employees of the company of the company. It has to be borne in mind that the Nomination and Remuneration
Committee consists of independent persons - this automatically puts the checks and
balances and governance aspects, in relation to implementation of share incentive
plans, in place.
Q2
Magma Fincorp seeks shareholder approval to grant ESOPs equal to or exceeding
subsidiaries and the promoter company. This is more of enabling resolution to allow
Approve grant of employee stock options equal to
the company to make grants of more than 1 % of the paid up equity capital to
POONAWALLA FINCORP or exceeding 1% of the issued share capital to
24-Jul-2021 Postal Ballot Management For For employees to be identified by the Nomination and Remuneration Committee (NRC)
LTD. identified employees of the holding company and
of the company. It has to be borne in mind that the Nomination and Remuneration
subsidiary company(ies)
Committee consists of independent persons - this automatically puts the checks and
balances and governance aspects, in relation to implementation of share incentive
plans, in place.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Magma proposes to double the pool size of Magma RSOP 2014 from 5. 0 mn
options to 10. 0 mn options. We estimate approximately 0. 1 mn RSOPs remain
ungranted till June 21 from this pool. These can be granted at face value of Rs 2. 0
or at a price as decided by the NRC. In the past and in June 21, Magma has granted
the RSOPs at prices ranging from Rs 2. 0 (face value) to Rs 100. 0 per option (in
FY18 and FY19), i. E. , at a discount to current market price. We do not favour
schemes where the exercise price is at a significant discount to market price. 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 risks –
and that employees may not be rewarded in case of adverse stock price movements.
Here the downside risk is protected if the options are issued at a significant
discount. The two things that the company seeks the approval is expansion of the
POONAWALLA FINCORP Approve increase the stock options in Magma plan pool and enabling making grants to employees of the holding company and
LTD. Restricted Stock Option Plan - 2014 subsidiary company. It is pertinent to highlight that both the items are allowed under
SBEB Regulations. One of the goals of implementing a plan similar to an RSO Plan
is to incentivize and retain employees. The RSO plan which is already approved by
the shareholders, with an increased pool within the said plan, will enable the
company to meet its resource management objective (hire / retention) at all levels
including at the holding company/ subsidiary level. Further, the exercise price will
be determined by the Nomination and Remuneration Committee at the time of grant
- which will arrive at a decision taking into consideration the level of the employee,
the contribution (or perceived) contribution of such employee, the growth of the
company, the seniority, etc. The fact that the exercise price for RSOs have ranged
between INR 2 and INR 100 from the date of its implementation that in itself is a
testimony to the fact that the determination of exercise price is not an arbitrary
exercise.
Q2
The company seeks to approve grant of stock options under Magma RSOP 2014 to
employees of the holding company and its subsidiary companies. Magma proposes
to double the pool size of Magma RSOP 2014 from 5. 0 mn options to 10. 0 mn
options. We estimate approximately 0. 1 mn RSOPs remain ungranted till June 21
from this pool. These can be granted at face value of Rs 2. 0 or at a price as decided
by the NRC. In the past and in June 21, Magma has granted the RSOPs at prices
ranging from Rs 2. 0 (face value) to Rs 100. 0 per option (in FY18 and FY19), i. E.
, at a discount to current market price. We do not favour schemes where the
exercise price is at a significant discount to market price. 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 risks – and that employees may
not be rewarded in case of adverse stock price movements. Here the downside risk
Approve extension of the Magma Restricted Stock is protected if the options are issued at a significant discount. The two things that
POONAWALLA FINCORP
24-Jul-2021 Postal Ballot Management Option Plan- 2014 to the employees of the holding For For the company seeks the approval is expansion of the plan pool and enabling making
LTD.
and subsidiary company(ies) grants to employees of the holding company and subsidiary company. It is pertinent
to highlight that both the items are allowed under SBEB Regulations. One of the
goals of implementing a plan similar to an RSO Plan is to incentivize and retain
employees. The RSO plan which is already approved by the shareholders, with an
increased pool within the said plan, will enable the company to meet its resource
management objective (hire / retention) at all levels including at the holding
company/ subsidiary level. Further, the exercise price will be determined by the
Nomination and Remuneration Committee at the time of grant - which will arrive at
a decision taking into consideration the level of the employee, the contribution (or
perceived) contribution of such employee, the growth of the company, the seniority,
etc. The fact that the exercise price for RSOs have ranged between INR 2 and INR
100 from the date of its implementation that in itself is a testimony to the fact that
the determination of exercise price is not an arbitrary exercise.
Q2
Magma seeks shareholder approval to grant the RSOPs 2014, equal to or exceeding
Approve grant of stock options equal to or
POONAWALLA FINCORP exceeding 1% of the issued share capital to
24-Jul-2021 Postal Ballot Management For For subsidiaries and the promoter company. As discussed in earlier resolution, the
LTD. identified employees of the company under the
scheme is to cover wider range of employees and for incentivisation of
Magma Restricted Stock Option Plan- 2014
Q2 employee/retaining/attracting talent.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve grant of stock options equal to or Magma seeks shareholder approval to grant the RSOPs 2014, equal to or exceeding
exceeding 1% of the issued share capital to 1% of the issued share capital to identified employees of the company, its
POONAWALLA FINCORP
24-Jul-2021 Postal Ballot Management identified employees of the holding and subsidiary For For subsidiaries and the promoter company. As discussed in earlier resolution, the
LTD.
company(ies) under the Magma Restricted Stock scheme is to cover wider range of employees and for incentivisation of
Q2 Option Plan- 2014 employee/retaining/attracting talent.
LAXMI ORGANIC Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
INDUSTRIES LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
LAXMI ORGANIC Declare final dividend of Rs. 0.5 per equity share of For FY21, the total dividend paid is Rs. 131. 8 mn. The dividend pay-out ratio for
Q2 INDUSTRIES LTD. face value Rs. 2.0 each for FY21 FY21 is 8. 3%.
Ravi Goenka, 59, is the Chairperson and Managing Director. He is a part of the
LAXMI ORGANIC Reappoint Ravi Goenka (DIN:00059267) as
26-Jul-2021 AGM Management For For promoter group. He has attended 100% of the board meetings held in FY21. He
INDUSTRIES LTD. Director, liable to retire by rotation
retires by rotation and his reappointment meets all statutory requirements.
Q2
LAXMI ORGANIC Approve remuneration of Rs. 0.17 mn payable to B. The total remuneration proposed to be paid to the cost auditors is reasonable
INDUSTRIES LTD. J. D. Nanabhoy & Company, cost auditors for FY22 compared to the size and scale of operations.
Q2
Dr. Rajiv Banavali, 63, is a Senior Vice President, Science and Innovation at
Appoint Dr. Rajiv Banavali (DIN:09128266) as an Westrock Corporation, USA. He has extensive experience spanning over 30 years
LAXMI ORGANIC
26-Jul-2021 AGM Management Independent Director for a period of five years from For For in the chemicals industry. He holds a PH. D. In organic chemistry from the
INDUSTRIES LTD.
18 May 2021 to 17 May 2026 University of Missouri. His appointment as an independent director meets all
Revise remuneration payable to Harshvardhan
LAXMI ORGANIC Goenka, Executive Director (DIN: 08239696) for
26-Jul-2021 AGM Management For For Mr. Goenka brings a lot of experience and remuneration is in line with industry.
INDUSTRIES LTD. FY22 and approve payment of Rs. 5.4 mn as
Q2 performance linked incentive for FY21
Satej Nabar is the Executive Director and CEO of the company. He was appointed
on the board in April 2020 for a five-year term. He was paid Rs. 51. 5 mn
(including the performance linked incentive of Rs. 8. 9 mn proposed) in FY21. We
Revise remuneration payable to Satej Nabar,
estimate his remuneration at Rs. 52. 2 mn in FY21, including the fair value of stock
LAXMI ORGANIC Executive Director & CEO (DIN:06931190) for
26-Jul-2021 AGM Management For For options. While his remuneration is relatively high, he is a professional and his skills
INDUSTRIES LTD. FY22 and approve payment of Rs. 8.9 mn as
carry a market value. Further, his remuneration is in line with peers and
performance linked incentive for FY21
commensurate with the size and complexity of the business. We expect companies
to cap performance pay and stock option grants in absolute amounts and disclose
Q2
Revise remuneration payable to Ravi Goenka,
Ravi Goenka, 59, is the promoter of the company and is designated as the
LAXMI ORGANIC Chairperson & Managing Director (DIN:
26-Jul-2021 AGM Management For For Chairperson and Managing Director. Given the experience the remuneration seems
INDUSTRIES LTD. 00059267) for FY22 and approve payment of Rs.
comfortable.
Q2 30.0 mn as commission for FY21
Approve the payment of aggregate annual

LAXMI ORGANIC Given the experience and profits which the promoters bring to the table, the
26-Jul-2021 AGM Management remuneration to promoter directors in excess of 5% For For
INDUSTRIES LTD. remuneration seems reasonable.
of net profits but capped at 10% of net profits
Q2
Approve related party transactions with
Yellowstone Chemicals Private Limited, a promoter
LAXMI ORGANIC The transactions are operational in nature relating to sales/purchase of goods and
26-Jul-2021 AGM Management entity and Laxmi Organic Industries (Europe) BV, For For
INDUSTRIES LTD. availing of services. These seem to be at arm's length.
wholly owned subsidiary, upto Rs. 2.0 bn each for
Q2 FY22
LAXMI ORGANIC To ratify pre-IPO Laxmi Employee Stock Option
26-Jul-2021 AGM Management For For ESOP schemes to motivate its employees should help drive productvity.
Q2 INDUSTRIES LTD. Plan 2020 (ESOP 2020)
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
related issues raised and change in appropriation of recovery in NPA accounts from
the earlier policy, the auditors are of the opinion that the financial statements are
Adoption of financial statements for the year ended prepared in accordance with the generally accepted accounting principles and
26-Jul-2021 PUNJAB NATIONAL BANK AGM Management For For
31 March 2021 Indian Accounting Standards (IND-AS). Typical of public sector banks, Punjab
National Bank has five joint auditors. The audit committee must provide clarity on
how it establishes accountability of these auditors and ensures that issues do not fall
Q2
26-Jul-2021 NAVIN FLUORINE INTL. LTD. AGM Management For For
26-Jul-2021 NAVIN FLUORINE INTL. LTD. AGM Management declare final dividend of Rs. 6.0 per share (face For For
18. 2%.
Q2 value: Rs. 2.0 per share) for FY21
Radhesh Welling, 48, is the Managing Director of the company. He has over 23
years of professional experience. He was the CEO of Laxmi Organic Industries Ltd.
Reappoint Radhesh R. Welling (DIN: 07279004) as And has served as President, Marketing and Corporate Strategy of Navin Fluorine
Director, liable to retire by rotation in the past. He has been on the board of the company since 11 December 2018. He
has attended all board meeting held in FY21. He retires by rotation; his
Q2
Ashok Sinha, 69, is the former chairperson and managing director of BPCL. He
Appoint Ashok Sinha (DIN: 00070477) as was also the director (finance) of BPCL. He served on the board of BPCL for 15
26-Jul-2021 NAVIN FLUORINE INTL. LTD. AGM Management Independent Director for five years from 28 October For For years. He has a B. Tech. In Electrical Engineering from IIT Kanpur and PGDM
2020 (Finance) from IIM Bangalore. He has attended all board meetings held during his
tenure in FY21. His appointment is in line with statutory requirements.
Q2
Sujal Shah, 52, has experience of over 28 years in the fields of valuation, due
Appoint Sujal Shah (DIN: 00058019) as
diligence, corporate restructuring, audit and advisory. Currently, he is the Partner at
26-Jul-2021 NAVIN FLUORINE INTL. LTD. AGM Management Independent Director for five years from 7 May For For
SSPA & Co. , Chartered Accountants. He serves on the board of seven listed
2021
Q2 companies (including Navin Fluorine).
Vishad Mafatlal was paid Rs. 86. 2 mn in FY21. We estimate his pay to be Rs. 92.
1 mn in FY22. His remuneration structure is open ended: the company must
Reappoint Vishad Mafatlal (DIN: 00011350) as
consider capping his commission in absolute amounts. Notwithstanding, his pay is
Executive Chairperson for five years from 20
comparable to peers and commensurate to the size and complexity of the business.
26-Jul-2021 NAVIN FLUORINE INTL. LTD. AGM Management August 2021 and fix his remuneration in excess of For For
Further, commissions account for ~62% of his total pay, which is linked to
2.5% of net profits of the company or Rs. 50.0 mn,
company performance. We note that growth in Vishad Mafatlal’s remuneration has
whichever is higher
outpaced the growth in median employee pay for the past few years. We expect the
company to be judicious with the pay going forward.
Q2
Approve remuneration of Rs. 500,000 to The total remuneration proposed to be paid to the cost auditors in FY22 is
Bhalchandra C. Desai, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
COROMANDEL Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
INTERNATIONAL LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
COROMANDEL Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
INTERNATIONAL LTD. the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Ratify interim dividend of Rs. 6.0 per share and
COROMANDEL Total dividend outflow amounts to Rs. 3. 5 bn and the dividend payout ratio is 26.
26-Jul-2021 AGM Management declare final dividend of Rs. 6.0 per equity share of For For
INTERNATIONAL LTD. 7% in FY21 vs 33. 1 % in FY20.
Q2 face value Re. 1.0 for FY21
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint M M Venkatachalam (DIN: 00152619) M M Venkatachalam, 62, is a part of the promoter group and is the Chairperson of
COROMANDEL
26-Jul-2021 AGM Management as a Non-Executive Non-Independent Director, For For Coromandel Engineering Company Limited. He retires by rotation and his
INTERNATIONAL LTD.
liable to retire by rotation reappointment is in line with all statutory requirements.
Q2
The company proposes to appoint S. R. Batliboi & Associates LLP as statutory
auditors for five years in place of Deloitte Haskins and Sells who have completed
Appoint S.R. Batliboi & Associates LLP as
COROMANDEL their tenure of ten years. Their appointment is in line with statutory requirements.
26-Jul-2021 AGM Management statutory auditors for five years starting from FY22 For For
INTERNATIONAL LTD. They will be paid an audit fee of Rs. 7. 5 mn plus reimbursements of out-of-pocket
and fix their remuneration at Rs. 7.5 mn for FY22
expenses and applicable taxes for FY22, which is reasonable for the size of the
Q2 company.
A Vellayan, 67, is a part of the promoter group. He will be replacing M M

Appoint A Vellayan (DIN:00148891) as Non- Murugappan on the board and is designated as the Non-Executive Chairperson. A
COROMANDEL
26-Jul-2021 AGM Management Executive Non-Independent Director from 11 For For Vellayan had served on the board for close to two decades and had stepped down as
INTERNATIONAL LTD.
November 2020, liable to retire by rotation the Chairperson and Director on 31 January 2018. He is liable to retire by rotation
and his appointment meets all statutory requirements.
Q2
Arun Alagappan, 45, is a part of the promoter group. He is currently designated as
the Executive Vice Chairperson board. He has held leadership positions across
Appoint Arun Alagappan (DIN: 00291361) as
COROMANDEL different companies in the Murugappa Group. Prior to joining Coromandel
26-Jul-2021 AGM Management Director from 11 November 2020, liable to retire by For For
INTERNATIONAL LTD. International, he was the Managing Director of Cholamandalam Investment and
rotation
Finance Company Ltd till 14 February 2021. He is liable to retire by rotation and his
appointment meets all statutory requirements.
Q2
Arun Alagappan’s estimated remuneration of Rs. 68. 9 mn for FY22 is in line with
Appoint Arun Alagappan (DIN: 00291361) as the
peers and is commensurate with the size and complexity of the business. The
COROMANDEL Executive Vice Chairperson for a period of five
26-Jul-2021 AGM Management For For company has not provided a cap on the commission payable to him: we expect
INTERNATIONAL LTD. years from 15 February 2021 to 14 February 2026
companies to cap remuneration in absolute amounts and disclose performance
Q2 metrics for variable pay.
Ramesh K. B. Menon, 57, is Former HR Head, Murugappa Group and Executive

Appoint Ramesh K. B. Menon (DIN: 05275821) as Director – HR, Murugappa Corporate Advisory Board. He was involved in the
COROMANDEL
26-Jul-2021 AGM Management a Non-Executive Non-Independent Director from For For development of business strategy and governance as a part of the Murugappa
INTERNATIONAL LTD.
11 November 2020, liable to retire by rotation Corporate advisory board. He is liable to retire by rotation and his appointment as
Non-Executive Non-Independent Director meets all statutory requirements.
Q2
Ratify remuneration of Rs. 850,000 for Narasimha
COROMANDEL Murthy & Co. and Rs. 500,000 for Ms. Jyothi Satish The total remuneration proposed to be paid to the cost auditors for FY22 is
INTERNATIONAL LTD. excluding out of pocket expenses and applicable reasonable compared to the size and scale of the company’s operations.
taxes as cost auditors for FY22
Q2
MAHINDRA & MAHINDRA Adoption of standalone financial statements for the
26-Jul-2021 AGM Management For For financial statements are in accordance with generally accepted accounting policies
FINANCIAL SERVICES LTD. year ended 31 March 2021
MAHINDRA & MAHINDRA Adoption of consolidated financial statements for
26-Jul-2021 AGM Management For For financial statements are in accordance with generally accepted accounting policies
FINANCIAL SERVICES LTD. the year ended 31 March 2021
MAHINDRA & MAHINDRA Declare final dividend of Re.0.8 per equity share of The total dividend outflow for FY21 is Rs. 1. 0 bn. The dividend payout ratio is 29.
FINANCIAL SERVICES LTD. face value of Rs. 2.0 per share for FY21 4%.
Q2
Ramesh Iyer, 63, is the Managing Director and Vice Chairperson. He is serving on
the board as the Managing Director since 2001 and was elevated as the Managing
MAHINDRA & MAHINDRA Reappoint Ramesh Iyer (DIN: 00220759) as
26-Jul-2021 AGM Management For For Director and Vice Chairperson in 2016. He has attended all board meetings during
FINANCIAL SERVICES LTD. Director, liable to retire by rotation
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ramesh Iyer is the Managing Director since 2001. He was redesignated as the
Managing Director and Vice Chairperson in 2016. He is also a member of the
Reappoint Ramesh Iyer (DIN 00220759) as Group Executive Board and is responsible for the financial services sector of the
MAHINDRA & MAHINDRA Managing Director & Vice Chairperson for three Mahindra Group. Ramesh Iyer’s estimated remuneration for FY21 is Rs. 82. 7 mn
FINANCIAL SERVICES LTD. years from 30 April 2021 to 29 April 2024 and fix including fair value of ESOPs, granted at face value. His estimated remuneration is
his remuneration as minimum remuneration in line with peers and commensurate with the size and scale of business. As a good
practice, we expect companies to disclose performance metrics that determine
variable pay and disclose the quantum of stock options which will be issued.
Q2
Amit Raje was appointed as a Non-Executive Non-Independent director in
September 2020 while he was Executive Vice President for Partnerships &
Appoint Amit Raje (DIN: 06809197) as a Whole Alliances at Mahindra & Mahindra Ltd. The company seeks approval to appoint
Time Director designated as Chief Operating him as an Executive Director and COO, Digital Finance. His position will be liable
MAHINDRA & MAHINDRA
26-Jul-2021 AGM Management Officer Digital Finance – Digital Business Unit for For For to retire by rotation. Amit Raje’s estimated remuneration for FY22 is Rs. 36. 8 mn
FINANCIAL SERVICES LTD.
five years from 1 April 2021 to 31 March 2026 and including fair value of stock options. His remuneration is in line with peers and
fix his remuneration as minimum remuneration commensurate with the size and scale of operations. As a good practice, we expect
companies to disclose performance metrics that determine variable pay and disclose
the quantum of stock options which will be issued.
Q2
Amit Kumar Sinha, 47, is the President - Group Strategy of Mahindra & Mahindra
Ltd and the member of the Group Executive Board. He also coordinates
international synergies across Americas, Asia Pacific and Africa. His portfolio also
Appoint Amit Kumar Sinha (DIN: 09127387) as a
MAHINDRA & MAHINDRA includes the Risk and Economist functions. He is part of the Group Corporate
26-Jul-2021 AGM Management Non-Executive Non-Independent Director from 23 For For
FINANCIAL SERVICES LTD. Office Leadership Team. He was a Senior Partner and director at Bain & Company
April 2021, liable to retire by rotation
prior to joining the Mahindra Group. He is liable to retire by rotation and his
appointment as a non-executive non-independent director meets all statutory
Q2 requirements.
27-Jul-2021 ABBOTT INDIA LTD. AGM Management For For
Declare final dividend of Rs. 120.0 and special
The total dividend outflow for FY21 is Rs. 5. 8 bn compared to Rs. 5. 3 bn in
27-Jul-2021 ABBOTT INDIA LTD. AGM Management dividend of Rs. 155.0 per equity share of face value For For
FY20. The dividend payout ratio is 84. 6% in FY21 vs 89. 6% in FY20.
Q2 Rs. 10.0 each
Kaiyomarz Marfatia, 64, is the former Director- Legal, Abbott India. He has over
Reappoint Kaiyomarz Marfatia (DIN: 03449627) as 40 years of experience in the legal and secretarial streams, of which 25 years have
27-Jul-2021 ABBOTT INDIA LTD. AGM Management Non-Executive Non-Independent Director liable to For For been within the Abbott group. He has a law degree from Government Law College,
retire by rotation Mumbai. He has attended 100% of the board meetings in FY21. He retires by
Q2
Ambati Venu, 52, is the former Managing Director for Abbott India Ltd. He held
the position for three and a half years till 29 February 2020. He was appointed Vice
Reappoint Ambati Venu (DIN: 07614849) as Non-
President, Established Pharmaceutical Products within the Abbott Group in India
27-Jul-2021 ABBOTT INDIA LTD. AGM Management Executive Non-Independent Director liable to retire For For
from 1 March 2020. He attended 100% of the board meetings in FY21. His
by rotation
reappointment as Non-Executive Non-Independent Director is in line with statutory
Q2 requirements.
Approve remuneration of Rs. 0.8 mn to Kishore The total remuneration proposed to be paid to the cost auditors in FY22 is
27-Jul-2021 ABBOTT INDIA LTD. AGM Management For For
Bhatia & Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
Ms. Anisha Motwani, 58, is Founder and Partner, Storm the Norm Ventures. She is
Reappoint Ms. Anisha Motwani (DIN: 06943493)
Former Chief Marketing & Digital Officer, Max Life Insurance. She has attended
27-Jul-2021 ABBOTT INDIA LTD. AGM Management as Independent Director for a term of five years For For
100% of the board meetings during FY21. Her appointment is inline with statutory
from 25 April 2021
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajiv Sonalker, 62, has over 30 years of financial and management experience in
pharmaceutical, FMCG, and engineering industries. He has been the CFO of the
company since 2006. The company proposes to reappoint him as Executive Director
Reappoint Rajiv Sonalker (DIN: 07900178) as for two years from 1 July 2021. Rajiv Sonalker received a remuneration of Rs. 38. 6
27-Jul-2021 ABBOTT INDIA LTD. AGM Management Executive Director for a term of two years from 1 For For mn in FY21. He is a professional whose skills carry market value. His proposed
July 2021 to 30 June 2023 and fix his remuneration remuneration estimated at Rs. 44. 4 mn for FY22 is commensurate with the size and
complexity of the business. He is entitled to stock options from Abbott
Laboratories, USA, we expect companies to disclose the quantum of stock options
which will be issued and the performance metrics that will determine variable pay.
Q2
Sabina Ewing, 46, is Global CIO, Vice President Business & Technology Services,
Abbott Laboratories, USA. She is the Former Global Head, Business Technology,
Pfizer Upjohn headquartered in Shanghai, China. She has also served as Vice
Appoint Ms Sabina Ewing (DIN: 09201770) as Non- President for Corporate Functions & Business Services BT, supporting Pfizer’s
27-Jul-2021 ABBOTT INDIA LTD. AGM Management Executive Non-Independent Director liable to retire For For Human Resources, Legal, Corporate Affairs, Corporate Compliance and Corporate
by rotation from 15 June 2021 Aviation divisions as well as the enterprise-wide Global Support Services
Organization. She has a Bachelor of Science in Commerce degree from the
University of Virginia and a Master of Science in Systems and Management degree
from New York University. Her appointment is in line with statutory requirements.
Q2
TORRENT Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
PHARMACEUTICALS LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Torrent Pharmaceuticals has paid an interim dividend of Rs. 20. 0 per equity share
Confirm interim dividend of Rs. 20.0 and declare
TORRENT and declared a final dividend of Rs. 15. 0 per share (face value Rs. 5. 0) for the year
27-Jul-2021 AGM Management final dividend of Rs. 15.0 per equity share (face For For
PHARMACEUTICALS LTD. ended 31 March 2021. The total dividend outflow for FY21 is Rs. 5. 9 bn. The
value of Rs. 5.0)
dividend payout ratio is 52. 1% (FY20: 56. 7%).
Q2
Samir Mehta, 57, is part of the promoter family and the Executive Chairperson of
TORRENT Reappoint Samir Mehta (DIN 00061903) as
27-Jul-2021 AGM Management For For the board. He attended all five board meetings in FY21. He retires by rotation and
PHARMACEUTICALS LTD. Director, liable to retire by rotation
Q2
TORRENT Ratify remuneration of Rs. 0.88 mn for Kirit Mehta The proposed remuneration to be paid to the cost auditor in FY22 is reasonable
PHARMACEUTICALS LTD. & Co. as cost auditors for FY22 compared to the size and scale of operations.
Q2
Ms. Ameera Shah, 41, is the promoter and Managing Director of Metropolis
Healthcare Ltd, a leading chain of pathology labs with a large network in India and
Africa. For the last 20 years, she has built Metropolis into a leading and reputed
Reappoint Ms. Ameera Shah (DIN 00208095) as chain of laboratories with a wide network of over 2900 laboratories and patient
TORRENT
27-Jul-2021 AGM Management Independent Director for a period of five years from For For service centers. Further, under her leadership, Metropolis had a successful listing at
PHARMACEUTICALS LTD.
2 August 2021 the Stock Exchanges in April 2019. She has been an Independent Director on the
board of Torrent Pharma since August 2018. She attended all five board meetings in
FY21. Her reappointment for a further period of five years is in line with statutory
requirements.
Q2
Ms. Nayantara Bali, 54, is co-owner and director of ANV Consulting Pte. Ltd,
Singapore (a boutique management consultancy that specializes in data analytics),
wherein she specializes in P&L business management, strategy, brand management
Reappoint Ms. Nayantara Bali (DIN 03570657) as
TORRENT and diversity. She was associated with Procter & Gamble for over 28 years where
27-Jul-2021 AGM Management Independent Director for a period of five years from For For
PHARMACEUTICALS LTD. she handled various General Management assignments both in India and overseas.
7 March 2022
She has been an Independent Director on the board of the company since March
2019. She attended all five board meetings in FY21. Her reappointment for a
further period of five years is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
To raise Rs. 50 bn at current market price of Rs. 2,950. 9 per share, the company
will need to issue ~17. 0 mn equity shares. This will result in equity dilution of ~9.
Issue of equity shares or equity-linked securities
TORRENT 1% of the post–issue share capital of the company. The company proposes to utilize
27-Jul-2021 AGM Management aggregating upto Rs. 50 bn through QIP or private For For
PHARMACEUTICALS LTD. the proceeds for organic and inorganic growth opportunities, long-term working
placement
capital, capital expenditure, refinancing existing borrowings and other corporate
Q2 purposes.
Approve payment of commission of Rs 50.0 mn to Sudhir Mehta is the Chairperson Emeritus. Our interaction with the company makes
Sudhir Mehta (DIN: 00061871) as Chairperson us aware that he provides counsel and advice on key business and strategic matters
TORRENT
27-Jul-2021 AGM Management Emeritus (Non-Executive) for FY21, exceeding For For and his FY21 pay almost equals the payout to Director Operations (~Rs. 51. 7 mn).
50% of the aggregate remuneration payable to non- We think the commission is inline with the expertise he provide to the company and
executive directors the size of company operations.
Q2
Aman Mehta, 29, has an experience of around eight years. He is currently the Chief
Marketing Officer of the company’s Indian business. The company proposes to
TORRENT Revise remuneration of Aman Mehta holding office
27-Jul-2021 AGM Management For For revise his remuneration such that the maximum remuneration payable to him stands
PHARMACEUTICALS LTD. of profit
at Rs. 43. 6 mn per annum (excluding One Time Reward and perquisites). His
remuneration is in-line with size of company operations and comparable to peers.
Q2
of COVID-19 pandemic on the financial statements. Except for the COVID-19
27-Jul-2021 ORIENTAL HOTELS LTD. AGM Management For For pandemic related issues raised, the auditors are of the opinion that the financial
statements are prepared in accordance with the generally accepted accounting
principles and Indian Accounting Standards (IND-AS).
Q2
of COVID-19 pandemic on the financial statements. Except for the COVID-19
27-Jul-2021 ORIENTAL HOTELS LTD. AGM Management For For pandemic related issues raised, the auditors are of the opinion that the financial
Q2
Pramod Ranjan, 54, Promoter and Managing Director and CEO has been on the
Reappoint Pramod Ranjan (DIN:00887569) as
27-Jul-2021 ORIENTAL HOTELS LTD. AGM Management For For board since January 2007. He attended all board meeting in FY21. He retires by
Q2
Ramesh Hariani, 71, is part of the promoter group and Managing Director, GR
Reappoint Ramesh D Hariani (DIN:00131240) as
Engineering Works Ltd. He has been on the board since November 2005. He
27-Jul-2021 ORIENTAL HOTELS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
attended all board meeting in FY21. He retires by rotation and his reappointment is
retire by rotation
27-Jul-2021 ESCORTS LTD. AGM Management For For consolidated financial statements are prepared in accordance with the generally
27-Jul-2021 ESCORTS LTD. AGM Management For For financial statements are prepared in accordance with the generally accepted
Escorts has declared a normal dividend of Rs. 5. 0 and a special one-time platinum
Declare final dividend of Rs. 5.0 and special
jubilee dividend of Rs. 2. 5 per share. The total dividend has increased to Rs. 7. 5
27-Jul-2021 ESCORTS LTD. AGM Management dividend of Rs. 2.5 per share of face value Rs. 10.0 For For
per share in FY21 from Rs. 2. 5 in FY20. Thus, the total dividend for the year is Rs.
for FY21
1. 0 bn and the dividend pay-out ratio for the year is 11. 6%.
Q2
Ms. Nitasha Nanda, 52, represent the promoter family and has served on the board
Reappoint Ms. Nitasha Nanda (DIN: 00032660) as
27-Jul-2021 ESCORTS LTD. AGM Management For For as executive director for the past six years. She is currently designated as the
Q2 Executive Director.
Reappoint Shailendra Agrawal (DIN: 03108241) as Shailendra Agrawal, 60, has served as Executive Director March 2019. He retires
27-Jul-2021 ESCORTS LTD. AGM Management For For
Executive Director, liable to retire by rotation by rotation and his reappointment meets all statutory requirements.
Q2
Approve remuneration of Rs. 0.85 mn for Ramanath The total remuneration proposed is reasonable compared to the size and scale of the
27-Jul-2021 ESCORTS LTD. AGM Management For For
Iyer & Co. as cost auditors for FY22 company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
As on 19, February 2021, G. B. Mathur and Mrs. Rachna Mathur held 179 and 75
Approve reclassification of G.B. Mathur and shares in the company. Given that G. B. Mathur has retired from the company and
27-Jul-2021 ESCORTS LTD. AGM Management Rachna Mathur from Promoter Group category to For For from the board, negligible shareholding in the company, along with his wife. We
Public Shareholder category support their reclassification from promoter group category to public shareholder
Q2 category.
Escorts proposes to increase the vesting period from four years and exercise period
from three years of the options granted under ESOS 2006 to five years. Escorts has
granted stock options under ESOS 2006, in the past three years at the prevailing
Approve increase in vesting and exercise period of
market price: we expect the company to maintain this practice going forward. While
27-Jul-2021 ESCORTS LTD. AGM Management options granted under Escorts Limited Employee For For
the proposed amendment will increase the life of the option and thereby the fair
Stock Option Scheme – 2006 (ESOS-2006)
value of options, the impact is likely to be reasonable as options have not been
granted at a significant discount to the market price. We support the proposed
amendment to ESOS-2006.
Q2
27-Jul-2021 V S T INDUSTRIES LTD. AGM Management For For
Q2 (face value of Rs. 10.0) for FY21 56. 6% of standalone PAT.
S. Thirumalai, 72 has been on board since October 2005. He was an Independent

director on board till 25 July 2019 and was reclassified as Non-Independent, w. E.
F. 26 July 2019. He is a Senior Advisor at Deloitte Touche Tohmatsu India. He
holds over four decades of experience, majorly in the tobacco sector and specializes
Reappoint S. Thirumalai (DIN: 00011899) as Non-
in finance, taxation, legal and general management. He is a fellow member of ICAI,
27-Jul-2021 V S T INDUSTRIES LTD. AGM Management Executive Non-Independent Director, liable to retire For For
ICSI, Certified Associate of Indian Institute of Bankers and a law graduate. He
by rotation
attended the Advanced Management Program at Harvard Business School, Boston,
USA. He attended 100% board meetings held in FY21 (9/9), FY20 (5/5) and FY19
requirements.
Q2
BSR & Associates LLP were appointed as statutory auditors for five years from
FY17 at the 2016 AGM. The company proposes to reappoint them for another
period of five years from the conclusion of the AGM, which will complete their
Reappoint BSR & Associates LLP as statutory
tenure of ten years as per provisions of Section 139 of Companies Act, 2013. Their
27-Jul-2021 V S T INDUSTRIES LTD. AGM Management auditors for five years starting from FY22 and fix For For
reappointment is in line with statutory requirements. The audit fee proposed to be
paid to them for FY22 is Rs. 4. 0 mn. The audit fee for FY21 was Rs. 3. 5 mn. The
proposed remuneration is reasonable and commensurate with the size and
operations of the company.
Q2
Aditya Deb Gooptu, 49 is MD and CEO of the company and has been on board
since December 2020. He was previously the Executive VP and Business Head –
Cigarettes at Godfrey Phillips India and had been associated with Godfrey Phillips
India for 17 years. He holds a Bachelor’s degree in Engineering from Jadavpur
University and a PG Diploma in Management from IIM, Ahmedabad. He has
Appoint Aditya Deb Gooptu (DIN:07849104) as completed Advanced Management Program from Harvard Business School. He
Director from 1 December 2020 attended all the board meetings held in FY21 since his appointment (3/3). Based on
the amendments to the Articles of Association in 2015, we understand that
Managing Director of the company shall not be liable to retire by rotation.
Accordingly, while Aditya Deb Gooptu is not liable to retire by rotation, we
understand that his reappointment as MD will require periodic shareholder
approval. His appointment is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Aditya Deb Gooptu, 49 has been the MD and CEO since December 2020, replacing
Devraj Lahiri as MD. He was paid Rs. 19. 0 mn as remuneration for four months in
FY21, which was 18. 3x the median employee remuneration. We estimate his
remuneration at Rs. 56. 2 mn for FY22. The performance bonus is capped at
Appoint Aditya Deb Gooptu (DIN:07849104) as maximum of 150% of the consolidated salary, and the consolidated salary may
27-Jul-2021 V S T INDUSTRIES LTD. AGM Management MD and CEO for five years from 1 December 2020 For For increase each year, based on the annual performance and Consumer Price Index:
and fix his remuneration companies must cap remuneration in absolute amounts and define performance
metrics for variable pay. Further, the company must disclose the quantum of stock
options that may be granted to him over his tenure. Notwithstanding, his
remuneration is in line with peers and commensurate with the size and complexity
of the business.
Q2
GLAXOSMITHKLINE Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
The total dividend outflow including dividend tax for FY21 is Rs. 5. 1 bn. The
dividend payout ratio is 142. 1%. The Rs. 5. 1 bn will erode the 31 March 2021
GLAXOSMITHKLINE Declare final dividend of Rs. 30.0 per equity share
27-Jul-2021 AGM Management For For standalone on-balance-sheet cash by almost 44%, which may be detrimental to the
PHARMACEUTICALS LTD. (on face value Rs.10.0)
company’s liquidity, especially in the current environment. The board must explain
its position on cash conservation and capital structure for GSK Pharma.
Q2
Reappoint Subesh Williams (DIN 07786724) as Subesh Williams, 58, is the Senior Vice President of GSK plc. He attended 100%
GLAXOSMITHKLINE
27-Jul-2021 AGM Management Non-Executive Non-Independent Director liable to For For of the meetings in FY21. He retires by rotation and his reappointment is in line with
Q2 retire by rotation statutory requirements.
Mark Dawson, 50, is Vice President of Manufacturing and Supply Chain for
Primary and Established Products (PEP) within GSK’s Pharmaceutical Business.
He is responsible for the supply chain that manufactures all GSK Primary (API)
Appoint Mark Dawson (DIN 09032378) as Non- products, antibiotics supply chain and regional Rx manufacturing with 18 facilities
GLAXOSMITHKLINE
27-Jul-2021 AGM Management Executive Non-Independent Director w.e.f. 28 For For located across Europe, LatAm, MEA, India, China, Singapore and Australia. He is
January 2021, liable to retire by rotation also responsible for all supply chain planning, logistics and warehousing operations
into 105 global markets from LatAm, Middle East, Africa, Russia/ CIS, India,
Pakistan, China and South Asia. He will be liable to retire by rotation and his
Q2
Ms. Puja Thakur was paid a remuneration of Rs. 35. 6 mn in FY21 representing 29.
2x the median employee remuneration. The estimated FY22 remuneration of ~Rs.
43. 6 mn is comparable to industry peers and also commensurate with the size and
Reappoint Ms. Puja Thakur (DIN 07971789) as
GLAXOSMITHKLINE scale of operations of the company. She is a professional whose skills and
27-Jul-2021 AGM Management WTD and CFO for a period of three years w.e.f. 1 For For
PHARMACEUTICALS LTD. experience carry a market value. While the variable pay is capped, the NRC must
January 2021 and fix her remuneration
disclose performance metrics used to determine the variable pay. Further, Ms. Puja
Thakur will be eligible for the share value plans of Glaxo plc, the parent, for which
no details have been disclosed.
Q2
Approve payment of commission to Non-Executive The commission paid in the past to Non-Executive Directors is reasonable and in
GLAXOSMITHKLINE
27-Jul-2021 AGM Management Directors upto 1% of net profits for five years from For For line with market practices, ranging from 0. 1% to 0. 3% of standalone PBT. The
1 April 2021 company must consider setting a cap in absolute terms on the commission payable.
Q2
GLAXOSMITHKLINE Ratify the remuneration of Rs. 570,000 to be paid to The remuneration to be paid to the cost auditor for FY21 is reasonable compared to
PHARMACEUTICALS LTD. R. Nanabhoy & Company, cost auditor for FY21 the size and scale of operations.
Q2
ALEMBIC Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
Alembic Pharmaceuticals Limited proposes to pay a final dividend of Rs. 14. 0 per
ALEMBIC Declare dividend of Rs. 14.0 per equity share of
27-Jul-2021 AGM Management For For share. The total dividend outflow including dividend tax for FY21 is Rs. 2. 7 bn.
PHARMACEUTICALS LTD. face value Rs. 2.0 each
Q2 The dividend payout ratio is 23. 4%.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
R. K. Baheti, 61, is Director-Finance and CFO, Alembic Pharmaceuticals Ltd. He

ALEMBIC Reappoint R. K. Baheti (DIN: 00332079) as an
27-Jul-2021 AGM Management For For has attended 83% of the board meetings held in FY21. He is liable to retire by
PHARMACEUTICALS LTD. Executive Director, liable to retire by rotation
rotation and his reappointment is in line with the statutory requirements.
Q2
Chirayu Amin, 74, is promoter, Executive Chairperson and CEO, Alembic
Reappoint Chirayu Amin (DIN: 00242549) as Pharmaceuticals Ltd. He is proposed to be reappointed as Executive Director and
ALEMBIC Executive Director for five years w.e.f. 1 April 2021 paid remuneration such that annual remuneration may exceed 2. 5% of net profits
PHARMACEUTICALS LTD. and fix his remuneration such that it may exceed and aggregate remuneration to all promoter executive directors may exceed 5% of
regulatory thresholds the net profits. His appointment and remuneration is inline with regulatory
Q2 requirements.
Pranav Amin, 45, is Managing Director, Alembic Pharmaceuticals Ltd and heads
the international business of the company. The company seeks approval to reappoint
Reappoint Pranav Amin (DIN: 00245099) as
Pranav Amin as MD for five years from 1 April 2021 and and pay him
ALEMBIC Managing Director for five years w.e.f. 1 April 2021
27-Jul-2021 AGM Management For For remuneration such that his annual remuneration may exceed 2. 5% of net profits
PHARMACEUTICALS LTD. and fix his remuneration such that it may exceed
and aggregate remuneration to all promoter executive directors may exceed 5% of
regulatory thresholds
the net profits. His appointment and remuneration is inline with regulatory
Q2 requirements.
Reappoint R. K. Baheti (DIN: 00332079) as
ALEMBIC Director - Finance & Chief Financial Officer for In FY21, R K Baheti was paid a remuneration of Rs. 49. 6 mn. His appointment
PHARMACEUTICALS LTD. five years w.e.f. 1 April 2021 and fix his and remuneration is inline with regulatory requirements.
Q2 remuneration
In the last five years years, the company paid commission to independent directors
Approve payment of commission to Non-Executive ranging from Rs. 3. 5 mn to 4. 8 mn, which is 0. 03% to 0. 07% of standalone PBT
ALEMBIC
27-Jul-2021 AGM Management Directors upto 0.5% of the net profits for five years For For each year. The proposed commission to independent directors is reasonable and in-
from FY22 line with market practices. However, the company must consider setting a cap in
absolute terms on the commission payable.
Q2
ALEMBIC Ratify remuneration of Rs. 210,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
PHARMACEUTICALS LTD. Diwanji & Co. as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
DR. REDDY'S Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
LABORATORIES LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
DR. REDDY'S Declare dividend of Rs. 25 per equity share of Rs. 5 The total dividend outflow for FY21 is Rs. 4. 2 bn. The dividend payout ratio is 19.
Q2 LABORATORIES LTD. each 0%.
G V Prasad is part of the promoter family and serves as Co-Chairperson and

DR. REDDY'S Reappoint G V Prasad (DIN: 00057433) as Director
28-Jul-2021 AGM Management For For Managing Director. He attended all five board meetings in FY21. He retires by
LABORATORIES LTD. liable to retire by rotation
Q2
The company proposes to reappoint S. R. Batliboi & Associates LLP for another
period of five years from the conclusion of the 37th AGM, which will complete
Reappoint S.R. Batliboi & Associates LLP as their tenure of ten years as per provisions of Section 139 of Companies Act 2013.
DR. REDDY'S statutory auditors for five years from the conclusion Their reappointment is in line with statutory requirements. The audit fee proposed
LABORATORIES LTD. of the 37th AGM and fix their remuneration at Rs. to be paid to them for FY22 is Rs. 16. 9 mn. During FY21, audit fee was Rs. 16. 0
16.9 mn for FY22 mn on a standalone basis and Rs. 18. 0 mn on consolidated basis. The proposed
remuneration is reasonable and commensurate with the size and operations of the
company.
Q2
DR. REDDY'S Approve remuneration of Rs. 700,000 to be paid to The remuneration to be paid to the cost auditor is reasonable compared to the size
LABORATORIES LTD. Sagar & Associates, cost auditor for FY22 and scale of operations.
Q2
L & T FINANCE HOLDINGS Adoption of standalone & consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
R. Shankar Raman, 63, is the CFO of parent company Larsen & Toubro. He is on
L & T FINANCE HOLDINGS Reappoint R. Shankar Raman (DIN: 00019798), as the board of several companies within the L&T Group. He joined L&T Group in
LTD. Director liable to retire by rotation 1994. He has attended all seven board meetings in the year. He is liable to retire by
Q2
Shareholders had approved the appointment of B. K. Khare & Co. And Deloitte
Haskins & Sells LLP as joint statutory auditors for five years in the AGM of 2016.
Their term comes to an end in the AGM of 2021. The company proposes to appoint
Khimji Kunverji and Co LLP as statutory auditors for a period of three years based
Approve the appointment of Khimji Kunverji and
L & T FINANCE HOLDINGS on RBI Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory
28-Jul-2021 AGM Management Co LLP as statutory auditors for three years and fix For For
LTD. Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs
their remuneration
(including HFCs) which are applicable from FY22. The proposed remuneration to
be paid to Khimji Kunverji and Co LLP for FY22 for statutory audit is Rs 2. 3 mn.
Audit fee for the joint auditors for FY21 was Rs 2. 8 mn on a standalone basis and
Rs 3. 1 mn on a consolidated basis.
Q2
The remuneration for FY21 was ~ Rs 89. 8 mn and Dinanath Dubhashi was not
granted any ESOPs in the year, (Rs 25. 8 mn in FY20, which included a onetime
pay and fair value of ESOPs granted). We estimate his remuneration at Rs 222. 8
Approve reappointment of Dinanath Dubhashi
mn, which includes variable pay of Rs 22. 0 mn and fair value of ESOPs at ~ Rs
L & T FINANCE HOLDINGS (DIN: 03545900) as Managing Director and CEO
28-Jul-2021 AGM Management For For 130. 0 mn for FY22. While the proposed remuneration is high, 68% of the
LTD. for five years from 14 April 2021 and fix his
remuneration is variable or in the form of ESOPs and hence is performance linked.
remuneration
The remuneration is in line with peers. The disclosures as regards remuneration
paid in FY21 are inadequate. The company must also disclose the performance
metrics on the basis of which variable pay will be decided.
Q2
UTI ASSET MANAGEMENT Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
COMPANY LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
UTI ASSET MANAGEMENT Approve final dividend of Rs. 17 per equity share of The total dividend outflow for FY21 will be Rs. 2. 16 bn. The dividend payout ratio
COMPANY LTD. face value Rs. 10 each for FY21 is 61. 28%.
Q2
The company proposes to appoint B S R & Co LLP as statutory auditors for five
years in place of G D Apte & Co, who were appointed by the Comptroller and
Auditor General of India. The audit fee proposed is Rs 4. 3 mn for statutory audit,
UTI ASSET MANAGEMENT Appoint B S R & Co LLP as the statutory auditors
28-Jul-2021 AGM Management For For limited review, tax audit and out of pocket expenses. G D Apte & Co was paid a
COMPANY LTD. for five years from FY22 and fix their remuneration
statutory audit fee of Rs 3. 7 mn and Rs 3. 9 mn in FY21 and FY20. The proposed
remuneration is reasonable compared to the size and scale of the company’s
Q2 operations.
Edward Cage Bernard, 65, is a nominee director on the board of UTI AMC,
nominated by T Rowe Price International Limited (which holds 23% stake as on 31
UTI ASSET MANAGEMENT Reappoint Edward Cage Bernard (DIN: 08243277)
28-Jul-2021 AGM Management For For March 2021). He attended 100% (12 out of 12) board meetings in FY21. He is
COMPANY LTD. as Nominee Director, liable to retire by rotation
liable to retire by rotation and his reappointment as nominee director is in line with
Sanjay Varshneya, 55, is General Manager – Treasury Division at Punjab National
Appoint Sanjay Varshneya (DIN: 08161701) as Bank. He is being appointed as a nominee director on the board of UTI AMC,
UTI ASSET MANAGEMENT
28-Jul-2021 AGM Management Nominee Director, liable to retire by rotation from For For nominated by Punjab National Bank (which holds 15. 2% stake as on 31 March
COMPANY LTD.
29 July 2021 2021). His appointed as a Nominee Director, liable to retire by rotation meets all
Deepak Kumar Chatterjee, 67, is the former Managing Director and Chief
Reappoint Deepak Kumar Chatterjee (DIN: Executive Officer of SBI Funds Management Private Limited. He has been an
UTI ASSET MANAGEMENT
28-Jul-2021 AGM Management 03379600) as an Independent Director for five years For For independent director of the company since 25 September 2018. He attended 100%
COMPANY LTD.
from 29 July 2021 (12 out of 12) board meetings in FY21. His reappointment as an Independent
Director meets all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
As per the scheme, the exercise price will be the market price one day prior to the
date of grant. However, the compensation committee has overriding power to
determine the exercise price. In 2019, the company had issued 2. 2 mn options
under the scheme at market price (determined by an independent valuer). Given the
UTI ASSET MANAGEMENT Ratify UTI AMC Employee Stock Option Scheme
28-Jul-2021 AGM Management For For past practice, we expect the company to grant stock options at market price and use
COMPANY LTD. 2007 (ESOS 2007)
the waiver given to the compensation committee only in exceptional circumstances.
The employees will benefit only if market price of shares on the date of exercise
exceeds the exercise price. This ensures alignment of interests between the
investors and employees of the company.
Q2
Through resolution #8, the company seeks to modify the terms of the ESOS 2007
scheme. Under the proposed modification, the exercise period for stock options
UTI ASSET MANAGEMENT which will be granted subsequently, will increase from 3 years to 5 years from date
28-Jul-2021 AGM Management Amend the UTI AMC ESOS 2007 scheme For For
COMPANY LTD. of vesting. This will allow employees additional time to exercise the vested options.
This modification is not prejudicial to the interest of minority shareholders and will
allow the company to spread the cost of the scheme over a larger period.
Q2
UTI ASSET MANAGEMENT Extend the UTI AMC ESOS 2007 scheme to Our recommendation on the resolution is linked to our recommendation on
COMPANY LTD. employees of subsidiaries resolution #7.
Q2
28-Jul-2021 BIRLASOFT LTD. AGM Management For For
28-Jul-2021 BIRLASOFT LTD. AGM Management For For
Confirm interim dividend of Re. 1.0 per share (face
28-Jul-2021 BIRLASOFT LTD. AGM Management value Rs. 2.0 per share) and declare final dividend For For
dividend payout ratio is 50. 1%.
Q2 of Re.2.5 per share for FY21
Ms. Amita Birla, 64, is part of the promoter family and the Chairperson of the
Reappoint Ms. Amita Birla (DIN: 00837718) as
company. She is also the co-Chairperson of the CK Birla Group. She has attended
28-Jul-2021 BIRLASOFT LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
100% of the board meetings held in FY21. Her appointment is in line with statutory
retire by rotation
Q2 requirements.
Dharmander Kapoor is a professional with several years of IT experience. He was

appointed as the CEO of Birlasoft in June 2019 for a period of three years. The
Approve payment of remuneration in excess of 5% company proposes to increase the ceiling on his remuneration to accommodate the
of net profits of the company to Dharmander exercise of stock options that have vested. The exercise of stock options will attract
28-Jul-2021 BIRLASOFT LTD. AGM Management Kapoor, CEO & MD and consequently the overall For For perquisite value, on account of which his remuneration in FY22 may breach
increase in managerial remuneration limit to 15% regulatory thresholds. While, Dharmander Kapoor’s aggregate remuneration is
from 11% for FY22 high, we are cognizant that its due to increase in the share price due to company
performance and market environment. His expected returns are over Rs. 700 mn
(over his three-years term) from stock options.
Q2
28-Jul-2021 J M FINANCIAL LTD. AGM Management For For
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes a dividend of Rs 0. 5 per share of face value up from Rs 0. 2

per share paid in FY20. The dividend payout ratio is lower than stated in its
Declare final dividend of Re. 0.50 per share of face dividend policy because the board decided to conserve cash to face uncertainties
value Re. 1.0 arising from the COVID – 19 pandemic. The total dividend payout for FY21
aggregates to Rs 476. 4 mn and the dividend payout ratio is 27. 2% of standalone
PAT and 8. 1% of consolidated PAT.
Q2
Reappoint Nimesh Kampani (DIN: 00009071) as a Nimesh Kampani, 74, is the promoter of the company. He retires by rotation and his
Q2 Non-Executive Non-Independent director reappointment is in line with all statutory requirements.
Appoint PS Jayakumar (DIN 01173236) as P S Jayakumar, 59, is the former MD & CEO Bank of Baroda and holds more than
28-Jul-2021 J M FINANCIAL LTD. AGM Management Independent Director for five years from 30 July For For 23 years of experience with Citibank in its India and Singapore offices. He co-
2020 founded Home First Finance Ltd. His appointment is in line with regulations.
Q2
Continuation of directorship of Nimesh Kampani Amendments in SEBI’s LODR require directors having attained the age of 75 to be
(DIN: 00009071) as a Non-Executive Non- approved by shareholders through a special resolution. Nimesh Kampani will be 75
Independent director after he attains 75 years of age on 30 September 2021. We do not consider age to be a criterion for board
on 30 September 2021 memberships. His continuation is in line with statutory requirements.
Q2
JM Financial owns 46. 7% equity in JMFCSL and the aggregate value of

transactions was Rs. 58 mn in FY21. We recognize that JM Financial is largely a
holding company and leverages its strong balance sheet and credit rating to raise
debt and pass it onward to subsidiaries and group entities, at a spread. The
transactions are expected to in the ordinary course of business and at arm’s length.
To approve entering into transactions with JM While we support the resolution given the nature and structure of the business, we
28-Jul-2021 J M FINANCIAL LTD. AGM Management Financial Credit Solutions Limited (JMFCSL) up to For For raise concern that the resolution is silent on the tenure for which the approval is
an aggregate amount of Rs. 5.0 bn annually being sought: we recognize that the company has sought this approval annually for
the past few years, and expect the company to do so going forward as well. We
understand from the company, that the operations and management of JMFCSL are
being supported by the JM Financial Group and the financials of the company are
being consolidated with those of JM Financial, hence the entire support to JMFCSL
is being given by JM Financial.
Q2
JM Financial owns 59% equity in JMFARC and the aggregate value of transactions
was Rs. 3. 9 bn in FY21. We recognize that JM Financial is largely a holding
company and leverages its strong balance sheet and credit rating to raise debt and
pass it onward to subsidiaries and group entities, at a spread. The transactions are
expected to in the ordinary course of business and at arm’s length. While we
To approve entering into transactions with JM
support the resolution given the nature and structure of the business, we raise
Financial Asset Reconstruction Company Limited
28-Jul-2021 J M FINANCIAL LTD. AGM Management For For concern that the resolution is silent on the tenure for which the approval is being
(JMFARC) up to an aggregate amount of Rs. 5.0 bn
sought: we recognize that the company has sought this approval annually for the
annually
past few years, and expect the company to do so going forward as well. We
understand from the company, that the operations and management of JMFARC are
being supported by the JM Financial Group and the financials of the company are
being consolidated with those of JM Financial, hence the entire support to
JMFARC is being given by JM Financial.
Q2
JM Financial owns 99. 45% equity in JMFPL and the aggregate value of
transactions was Rs. 3. 9 bn in FY21. We recognize that JM Financial is largely a
holding company and leverages its strong balance sheet and credit rating to raise
To approve entering into transactions with JM debt and pass it onward to subsidiaries and group entities, at a spread. The
28-Jul-2021 J M FINANCIAL LTD. AGM Management Financial Products Limited (JMFPL) up to an For For transactions are expected to in the ordinary course of business and at arm’s length.
aggregate amount of Rs. 5.0 bn annually While we support the resolution given the nature and structure of the business, we
raise concern that the resolution is silent on the tenure for which the approval is
being sought: we recognize that the company has sought this approval annually for
the past few years, and expect the company to do so going forward as well.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
JM Financials’ debt is rated ICRA AA/Stable/ICRA A1+ which indicates which
denotes a high degree of safety regarding timely servicing of financial obligations.
Approve issuance of Non-Convertible Debentures
28-Jul-2021 J M FINANCIAL LTD. AGM Management For For The amount raised will be used to provide financial assistance to subsidiaries or
(NCDs) of up to Rs. 10.0 bn
group companies and general corporate purposes and will be within the overall
Q2 borrowing of the company.
SHRIRAM CITY UNION Adoption of standalone financial statements for the related issues raised, the auditors are of the opinion that the financial statements are
FINANCE LTD. year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
SHRIRAM CITY UNION Adoption of consolidated financial statements for related issues raised, the auditors are of the opinion that the financial statements are
FINANCE LTD. the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
Shriram City Union Finance (SCUF) has paid an interim dividend of Rs 20. 0 and
To confirm first interim dividend of Rs. 10.0 per proposes a final dividend of Rs 13. 0 taking total dividend to Rs 33. 0 per equity
SHRIRAM CITY UNION equity share, second interim dividend of Rs 10 per share of face value Rs. 10. 0. The total dividend outflow for FY21 is Rs. 2. 2 bn.
FINANCE LTD. equity share and declare final dividend of Rs 13.0 The dividend payout ratio is 21. 6%. Considering the impact of COVID-19 and to
per equity share of face value Rs 10 retain earnings in the business, the company only paid an interim dividend of Rs 6.
Q2 0 in FY20.
SHRIRAM CITY UNION Reappoint Duruvasan Ramachandra (DIN: Duruvasan Ramachandra, 59, is the Ex-MD and CEO, Shriram City Union Finance
FINANCE LTD. 00223052) as director liable to retire by rotation Ltd. His reappointment is in line with the statutory requirements.
Q2
G. D. Apte & Co were appointed in the FY17 AGM for a period of five years. The
proposed remuneration of Rs. 3. 3 mn (excluding reimbursement of expenses,
applicable taxes, remuneration for other services provided) is reasonable and
SHRIRAM CITY UNION Approve remuneration of Rs 3.3 mn for FY22 to G
29-Jul-2021 AGM Management For For commensurate with the size and operations of the company. We recognize that G.
FINANCE LTD. D Apte & Co. as statutory auditors
D. Apte & Co have audited the financial statements of several Shriram group
companies including Shriram Transport Finance Company Ltd. (FY99 to FY17)
and Shriram Automall India Ltd. (FY12 to FY17).
Q2
Shareholders approved the increase in borrowing limits from Rs 360 bn (apart from
temporary loans) to Rs 400 bn in the AGM of 2019 and 2020. The company
proposes to keep the borrowing limits at Rs 400. 0 bn (apart from the temporary
loans obtained/to be obtained the ordinary course of business) with no increase. The
total debt outstanding as on 31 March 2021 was Rs. 255. 6 bn. Debt levels in an
SHRIRAM CITY UNION
29-Jul-2021 AGM Management Approve borrowing limit at Rs. 400 bn For For NBFC are typically reined in by the regulatory requirement of maintaining a slated
FINANCE LTD.
minimum capital adequacy ratio. The capital adequacy ratio as on 31 March 2020 is
28. 6% against a minimum 15% as required by regulatory norms. The company’s
debt is rated CRISIL AA/Stable/CRISIL A1+, which denotes high degree of safety
regarding timely servicing of debt obligations. As a practice the company comes up
with a borrowing resolution each year, even though the limits are constant.
Q2
SHRIRAM CITY UNION Substitute Article 26.2 of the Articles of Association Articles 26. 2 regarding the use of the common seal is being substituted for better
Q2 FINANCE LTD. regarding common seal clarity. It does not have material implications for shareholders.
29-Jul-2021 DR. LAL PATHLABS LTD AGM Management For For
For FY21, the company has proposed a final dividend of Rs. 8. 0 per share in
addition to the interim dividend of Rs. 6. 0 per share paid in November 2020 and
29-Jul-2021 DR. LAL PATHLABS LTD AGM Management For For Rs. 6. 0 per share paid in January 2021, taking total dividend to Rs. 20. 0 per share
value Rs. 10 per share) for FY21
(Rs 12. 0 per share in FY20). The total dividend outflow for FY21 is Rs. 1. 7 bn.
The dividend payout ratio for FY21 is 59. 5% (44. 8% in FY20).
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Dr. Vandana Lal, 65, is part of the promoter family, and Executive Director on the
board. She is head of Clinical Research Services being the Chief Technical Officer
Reappoint Dr. Vandana Lal (DIN: 00472955) as
29-Jul-2021 DR. LAL PATHLABS LTD AGM Management For For since 2007 and also heads the Research & Development wing of Dr. Lal PathLabs
Limited. She attended all five board meetings in FY21. She retires by rotation and
her reappointment is in line with statutory requirements.
Q2
Rahul Sharma holds 141,983 unexercised stock options which he proposes to

exercise during the year. If exercised, his aggregate remuneration (including the
perquisite value of stock options exercised) will exceed 50% of aggregate pay to
Approve payment of remuneration to Rahul Sharma non-executive directors. Further, upon exercise of options, his aggregate
(DIN: 00956625) in excess of regulatory thresholds remuneration may exceed the regulatory threshold, therefore, the company seeks
29-Jul-2021 DR. LAL PATHLABS LTD AGM Management for five years from FY22 and exceeding 50% of the For For approval to exceed the limits of 1% of profits to Non-Executive Directors and
aggregate remuneration payable to Non-Executive overall managerial remuneration may exceed 11% of net profits. We support this
Directors for FY22 resolution because the stock options were granted to Rahul Sharma before the
company was listed. We understand that these grants were in line with a larger pool
granted to long-serving employees. Further, there is no additional cash outflow
expected from the company on account of exercise of options.
Q2
The company proposes to increase the cap to Rs. 2. 0 mn p. A. From the earlier Rs.
1. 0 mn with no change in the other terms of remuneration payable to non-executive
Increase cap on commission for non-executive directors. The company has been judicious in paying commission to the non-
directors to Rs. 2.0 mn from Rs. 1.0 mn executive directors in the past. In the last three years, the company paid commission
individually, within 1% of net profits, till August ranging between 0. 2% and 0. 3% of net profit. The aggregate commission paid has
2023 ranged between Rs. 5. 3 mn and Rs. 7. 9 mn. The aggregate commission paid will
be subject to an overall cap of 1% of annual net profits. Setting a cap in absolute
amounts is a good practice.
Q2
Ratify remuneration of Rs. 70,000 for A.G. Agarwal The total remuneration proposed to be paid to the cost auditors in FY22 is
& Associates, as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
29-Jul-2021 DHANUKA AGRITECH LTD. AGM Management For For
Declare final dividend of Rs. 2.0 per share on face The total dividend outflow including dividend tax for FY21 is Rs. 93. 2mn. The
Q2 value Rs.2.0 for FY21 dividend payout ratio is 4. 4%, which is low.
Reappoint Mahendra Kumar Dhanuka (DIN: Mahendra Kumar Dhanuka, 67, is a part of the promoter group and Managing
29-Jul-2021 DHANUKA AGRITECH LTD. AGM Management 00628039) as Executive Director, liable to retire by For For Director of the company. He has attended 100% of the board meetings in FY21. His
rotation reappointment is in line with the statutory requirements.
Q2
Harsh Dhanuka, 38, is a part of the promoter group and Executive Director -
Marketing. He has been associated with the company for the past thirteen years and
Reappoint Harsh Dhanuka (DIN: 00199516) as
29-Jul-2021 DHANUKA AGRITECH LTD. AGM Management For For was appointed to the board of the company in May 2019. He has attended 100% of
the board meetings in FY21. His reappointment is in line with the statutory
Q2 requirements.
Ashish Saraf, 50, is Executive Director, Dhanuka Agritech Ltd. He joined the board
Reappoint Ashish Saraf (DIN: 07767324) as
29-Jul-2021 DHANUKA AGRITECH LTD. AGM Management For For of the company in March 2017. He has attended 100% of the board meetings in
FY21. His reappointment is in line with the statutory requirements.
Q2
Approve remuneration of Rs.220,000 for Nitin The total remuneration proposed is reasonable compared to the size and scale of the
Khandelwal & Associates as cost auditors for FY22 company’s operations.
Q2
Approve payment of commission to Mridul
Dhanuka (DIN: 00199441) as Non-Executive
29-Jul-2021 DHANUKA AGRITECH LTD. AGM Management Director upto 1% of the net profits of the company For For Mridul Dhanuka, brings with him considerable experience.
for FY22 such that it exceeds 50% of the total
remuneration payable to Non-Executive Directors
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Dhanuka Marketing Company (DMC) has been providing Clearing and Forwarding
Approve extension of agreement with Dhanuka
Agent services to Dhanuka Agritech Limited since 1980. The company proposes
Marketing Company for providing clearing and
29-Jul-2021 DHANUKA AGRITECH LTD. AGM Management For For that DMC continue to act as Clearing and Forwarding Agent of the company's
forwarding services for the South and East Zones
products and caretaker of the company's operations in the states of south and east
for three years beginning FY23
Q2 India for three years from FY23.
INDIABULLS HOUSING Adoption of standalone and consolidated financial statements. Except for the issues raised, the auditors are of the opinion that the
FINANCE LTD. statements for the year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
IBHFL has paid one interim dividend of Rs. 9. 0 per share for the year ended 31
INDIABULLS HOUSING Confirm interim dividend of Rs 9.0 per equity share
29-Jul-2021 AGM Management For For March 2021. The total dividend outflow for the year was Rs. 4. 1 bn and the payout
FINANCE LTD. of face value Rs. 2 each
Q2 for the year was 38. 7%.
Gagan Banga has been Managing Director & Vice Chairman of the company since
INDIABULLS HOUSING Reappoint Gagan Banga (DIN: 00010894), as
29-Jul-2021 AGM Management For For May 2005. He retires by rotation and his reappointment is in line with the statutory
FINANCE LTD. Director, liable to retire rotation
Q2 requirements.
As per current conversion rates and market price of the equity shares the dilution
will ~ 14. 6%. IBHFL believes that a capital raise of up to USD 275 mn (approx.
12. 5% post issue diluted share capital as per company) would help improve its
credit rating. The company is targeting a CRISIL AA+ rating, which it believes will
INDIABULLS HOUSING reduce its overall cost of borrowings. We recognize that the NBFC’s capital
29-Jul-2021 AGM Management Approve issuance of securities of upto USD 275 mn For For
FINANCE LTD. adequacy is high at 22. 8% on 31 March 2021. Yet, raising further capital will
bolster market confidence. The funds raised will provide IBHFL a buffer to absorb
the potential impact arising from any deterioration in asset quality due to COVID-
19. It will also strengthen IBHFL’s competitive ability to participate in new
opportunities should they arise.
Q2
The outstanding NCDs issued by the company as on 31 March 2021 stood at Rs.
349. 0 bn. In FY21, the NBFC raised Rs. 5. 78 bn in incremental debt While the
company has not confirmed that the issuance of securities will be within the overall
INDIABULLS HOUSING To approve redeemable non-convertible debentures
29-Jul-2021 AGM Management For For borrowing limit, increase in debt levels of any NBFC is reined by the NHB
FINANCE LTD. on private placement basis, up to Rs 500 bn
requirement of maintaining a minimum capital adequacy level of 14% (to be
increased to 15% by 31 March 2022). IBHFL’s debt instruments are rated CRISIL
AA/Stable/CRISIL A1+, and ICRA AA/Negative.
Q2
The above resolution combines granting upto 9. 25 mn stock options, equity shares
Approve Indiabulls Housing Finance Limited -
and / or SARs to the employees, upto 2. 0% of the equity share capital of the
INDIABULLS HOUSING Employee Stock Benefit Scheme 2021 and grant of
29-Jul-2021 AGM Management For For company. These are being issued at market price and hence align the interest of
FINANCE LTD. employee stock options and/or shares and/or stock
employees with those of shareholders. Since these are through secondary
appreciation rights to employees/directors
acquisition from the markets there will be no dilution for current shareholders.
Q2
Approve Indiabulls Housing Finance Limited -
Employee Stock Benefit Scheme 2021 and grant of
INDIABULLS HOUSING Through a separate resolution, the company is seeking approval to grant stock
29-Jul-2021 AGM Management employee stock options and/or shares and/or stock For For
FINANCE LTD. options, equity shares and SARs the employees of its subsidiaries.
appreciation rights to employees/directors of
Q2 subsidiary companies
Approval for trust to implement and administer

INDIABULLS HOUSING Indiabulls Housing Finance Limited - Employee Through a separate resolution, the company is seeking approval to implement the
FINANCE LTD. Stock Benefit Scheme 2021 and other scheme(s) scheme through the trust route, by secondary acquisition of shares from the market.
and secondary market acquisition
Q2
Reappoint Subhash Sheoratan Mundra (DIN: Subhash Sheoratan Mundra, 67, is Chairperson of the IBHFL board and the former
INDIABULLS HOUSING
29-Jul-2021 AGM Management 00979731), as Independent Director for a term of For For Deputy Governor, RBI. He has served on the board for the past three years. His
FINANCE LTD.
five years from 18 August 2021 reappointment for a further term of five years is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Dinabandhu Mohapatra, 52, holds more than 33 years of banking experience also
Appoint Dinabandhu Mohapatra (DIN: 07488705) has vast knowledge and multi - dimensional banking experience including treasury
INDIABULLS HOUSING
29-Jul-2021 AGM Management as Independent Director for a term of three years For For operations, international banking, priority sector lending, corporate lending,
FINANCE LTD.
from 23 November 2020 marketing, recovery and human resources. He is a former MD & CEO, Bank of
India. His appointment is in line with the statutory requirements.
Q2
Sachin Chaudhary’s remuneration for FY21 was ~ Rs 59. 1 mn including fair value
of ESOPs and SARs granted in the year (Rs 46. 9 mn in FY20 and no ESOPs were
Reappoint Sachin Chaudhary (DIN: 02016992) as granted in the year). Sachin Chaudhary has taken voluntary pay cut of 30% since
INDIABULLS HOUSING Executive Director and Chief Operating Officer for October 2019. We estimate his remuneration for FY22 at Rs 110. 9 mn, which
FINANCE LTD. a term of five years from 21 October 2021, and fix includes fair value of ESOPs at ~ Rs 50. 0 mn for FY22. Almost 50% of the
his remuneration remuneration is variable or in the form of ESOPs and hence is performance linked.
The remuneration is in line with peers. The company must disclose the performance
metrics on the basis of which ESOPs / SARs grant will be decided.
Q2
FIRSTSOURCE SOLUTIONS Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
FIRSTSOURCE SOLUTIONS Confirm payment of interim dividend of Rs. 3.0 per The total dividend outflow for FY21 is Rs. 1. 9 bn. The dividend payout ratio for
Q2 LTD. share of face value Rs.10.0 FY21 is 52. 5%.
Subrata Talukdar, 62, is President and CFO - Power Group of CESC Limited, a
Reappoint Subrata Talukdar (DIN 01794978) as
FIRSTSOURCE SOLUTIONS promoter group company. He attended 100% (4 out of 4) board meetings in FY21.
LTD. He is liable to retire by rotation and his reappointment as non-executive non-
retire by rotation
independent director is in line with all statutory requirements.
Q2
Anjani K. Agarwal, 63, is former Partner, EY. He has nearly 40 years of
professional experience, of which 26 years were as a partner at EY. He retired from
Appoint Anjani K. Agrawal (DIN 08579812) as an
FIRSTSOURCE SOLUTIONS EY in June 2019 as the firm’s Global Metals sector leader. He has worked with
29-Jul-2021 AGM Management Independent Director for three years from 11 May For For
LTD. Central Government and NITI Aayog on policy making and strategy and has
2021 to 10 May 2024
published reports on various sectors including metals, mining, and power. His
appointment as an Independent Director meets all statutory requirements.
Q2
Pradip Kumar Khaitan, 80, is Partner at Khaitan & Co and a Non-Executive Non-
Independent Director of the company. He has been on the board since November
2014. During FY21, he attended all four board meetings. The company is seeking
Approve continuation of Pradip Kumar Khaitan
FIRSTSOURCE SOLUTIONS approval for his continuation on the board since he has crossed 75 years of age.
29-Jul-2021 AGM Management (DIN:00004821) as Non-Executive Non- For For
LTD. Amendments in SEBI’s LODR require directors having attained the age of 75 to be
Independent Director
approved by shareholders through a special resolution. We do not consider age to
be a criterion for board memberships. His continuation is in line with statutory
requirements.
Q2
of the COVID-19 pandemic on the financials, on the on-going investigation by the
Adoption of standalone and consolidated financial CCI and the Special Leave Petition filed by the Bihar government. Except for the
29-Jul-2021 UNITED BREWERIES LTD. AGM Management For For
statements for the year ended 31 March 2021 above issues, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting principles. For
investors, we have provided an analysis of the financial statements.
Q2
The company has proposed a final dividend of Rs. 0. 5 per equity share for FY21.
29-Jul-2021 UNITED BREWERIES LTD. AGM Management For For The total dividend outflow for FY21 is Rs. 132. 0 mn and the payout ratio is 11. 7%
(face value Re. 1.0) for FY21
Q2 of standalone profit after tax.
A K Ravi Nedungadi, 63, is the former Group CFO of the UB group and a non-
Not fill casual vacancy caused by resignation of A K executive non-independent director. He retires by rotation in the upcoming AGM.
29-Jul-2021 UNITED BREWERIES LTD. AGM Management Ravi Nedungadi (DIN: 00103214) as Non- For For However, he will not be seeking reappointment and the vacancy caused by his
Executive Non-Independent Director resignation will not be filled. This will not have any material impact on board
Q2 independence.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Berend Cornelis Roelof Odink, 45, is the Chief Financial Officer of the company
since August 2019 and is being appointed as Executive Director and CFO. He
joined the Heineken group in 2004 and since then has worked across various roles.
Appoint Berend Cornelis Roelof Odink (DIN: He was appointed as the finance director of Heineken Ethiopia in 2016. He holds
09138421) as Director from 29 June 2021 an M. Sc. In Economics from Erasmus University in Rotterdam with specialisation
in financial economics. His appointment is in line with statutory requirements.
While his position is not liable to retire by rotation, as an Executive Director, his
reappointment will require periodic shareholder approval.
Q2
Berend Cornelis Roelof Odink is the Chief Financial Officer and is being appointed
as Executive Director and CFO. His proposed remuneration is Rs. 51. 5 mn, with
all components of remuneration capped in absolute amounts. His proposed
Appoint Berend Cornelis Roelof Odink remuneration is in line with peers and commensurate with the size and scale of
(DIN:09138421) as Executive Director and Chief operations. Further, he is a professional and his skills and experience carry market
Financial Officer for five years from 29 June 2021 value. His variable remuneration is currently less than 10% of the overall
and fix his remuneration remuneration. We expect the remuneration to carry a larger variable component of
at least 50% of annual fixed remuneration, linked to defined performance metrics.
As a good practice, companies must disclose the performance metrics that
determine variable remuneration payouts.
Q2
Given that Heineken Group has acquired additional shares over the years and now
owns 61. 5% equity, it seeks to remove certain rights related to joint control over
29-Jul-2021 UNITED BREWERIES LTD. AGM Management Adopt a new set of Articles of Association (AoA) For For the company by the Vijay Mallya Group (VJM Group) and Heineken: VJM Group’s
equity has reduced to less than 15%. Further, it seeks to realign certain provisions to
ensure continued alignment of the AoA with the Companies Act, 2013.
Q2

The notification has prescribed limits for remuneration payable. The commission
paid in the past to Non-Executive Directors is reasonable and in line with market
practices, ranging from 0. 9% to 1. 0% of standalone profit before tax. The
29-Jul-2021 UNITED BREWERIES LTD. AGM Management Directors in the event of no profits/inadequate For For
proposed commission of Rs. 5. 7 mn per director, aggregating to Rs. 28. 3 mn
profits for FY21
represents 1. 7% of FY21 standalone profit before tax. The proposed commission is
commensurate with the value rendered by the Non-Executive Directors and
Independent Directors and is a compensation for their time and effort invested in
the company. We understand that this is a one-year approval and the company
would seek shareholder approval again next year in case of inadequate profits.
Q2
29-Jul-2021 T V S MOTOR CO. LTD. AGM Management For For
Sudarshan Venu, 32, Promoter and Joint Managing Director, has been on the board
Reappoint Sudarshan Venu (DIN: 03601690) as
29-Jul-2021 T V S MOTOR CO. LTD. AGM Management For For since February 2013. He has attended all board meetings in FY21. He retires by
rotation and his reappointment meets all statutory requirements.
Q2
KN Radhakrishnan, 58, Director and CEO, has been on the board since October
Reappoint K N Radhakrishnan (DIN: 02599393) as
29-Jul-2021 T V S MOTOR CO. LTD. AGM Management For For 2018. He has attended all board meetings in FY21. He retires by rotation and his
Ralf Dieter Speth, 65, is former CEO, Jaguar Land Rover (JLR) and is a Professor
of the University of Warwick. He is well versed with the auto sector with his
experience at BMW and Ford Motor Company's Premier Automotive Group
Appoint Ralf Dieter Speth (DIN: 03318908) as Non-
(PAG). He is currently a Non-Executive Director and Vice Chairperson on JLR’s
29-Jul-2021 T V S MOTOR CO. LTD. AGM Management Executive Non-Independent Director from 24 For For
board. He is liable to retire by rotation and his appointment meets all statutory
March 2021, liable to retire by rotation
requirements. We observe that Ralf Dieter Speth and Venu Srinivasan, promoter
MD, Chairperson and MD are both directors on the board of Tata Sons Private
Q2 Limited.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Kuok Meng Xiong, 40, is Founder & Managing Partner of K3 Ventures, a venture
capital investment firm based out of Singapore. He is also a Senior Advisor to TPG
Appoint Kuok Meng Xiong (DIN: 09117910) as an Capital. The K3 portfolio consists of 70 companies and in the last 8 years he has
29-Jul-2021 T V S MOTOR CO. LTD. AGM Management Independent Director for five years from 24 March For For invested and partnered with founders of multiple companies. The company states
2021 that his experience in digital technology and startups will help in sourcing and well
as investments by the company in digital startups. His appointment meets all
Ratify remuneration of Rs. 600,000 payable to A N The total remuneration proposed is reasonable compared to the size and scale of
29-Jul-2021 T V S MOTOR CO. LTD. AGM Management For For
Q2 Raman as cost auditor for FY22 company’s operations.
COLGATE-PALMOLIVE Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
(INDIA) LTD. 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Chandrasekar Meenakshi Sundaram, 55, is Whole-time Director and Executive

Reappoint Chandrasekar Meenakshi Sundaram
COLGATE-PALMOLIVE Vice-President – Customer Development at Colgate-Palmolive (India) Limited. He
29-Jul-2021 AGM Management (DIN: 07667965) as Executive Director, liable to For For
(INDIA) LTD. attended 100% (5 out of 5) board meetings in FY21. He is liable to retire by rotation
retire by rotation
and his reappointment meets all statutory requirement.
Q2
Jacob Sebastian Madukkakuzy‘s estimated remuneration at Rs. 47. 6 mn for FY22
is commensurate with the overall performance of the company and in line with
Reappoint Jacob Sebastian Madukkakuzy (DIN:
peers. Further, he is a professional, whose skills and experience carry a market
COLGATE-PALMOLIVE 07645510) as Whole-time Director and Chief
29-Jul-2021 AGM Management For For value. The company has not disclosed the quantum of stock options from Colgate-
(INDIA) LTD. Financial Officer for five years from 28 October
Palmolive Company, U. S. A that he will be entitled to receive. As a measure of
transparency, companies must provide details of all aspects of the remuneration
proposed, including the performance metrics used to determine his variable pay.
Q2
29-Jul-2021 I C R A LTD. AGM Management For For
Declare final dividend of Rs. 27 per equity share The total dividend outflow for FY21 is Rs. 260. 6 mn. The dividend payout ratio is
29-Jul-2021 I C R A LTD. AGM Management For For
Q2 (face value Rs. 10.0) 49. 9%.
David Brent Platt, 54, is the SVP and Chief Strategy Officer Moody’s Corporation.
He is responsible for corporate development, global communications and Moody’s
Reappoint David Brent Platt (DIN:08424532) as
29-Jul-2021 I C R A LTD. AGM Management For For Corporate Social Responsibility Activities. He has attended 100% of the board
meetings held in FY21. He retires by rotation. His reappointment meets all statutory
Q2 requirements.
Ms. Wendy Huay Huay Cheong, 43, is the Managing Director and regional head of
Asia Pacific for Moody’s Investors Service, based in Hong Kong. She is
responsible for developing Moody’s growth strategy in both developed and
emerging markets. She is responsible for managing regional operations, overseeing
Appoint Ms. Wendy Huay Huay Cheong (DIN:
policy and regulatory outreach, coordinating Moody’s global initiatives, and
29-Jul-2021 I C R A LTD. AGM Management 08927070) as Non-Executive Non-Independent For For
providing oversight and coordination of affiliates, joint ventures and MIS domestic
market strategies. She has also held senior sales and marketing positions at
Prudential Plc and Singapore Telecoms before joining Moody’s in 2010. She is
liable to retire by rotation and her appointment as a Non-Executive Non-
Q2
Arun Duggal, 74, is serving on the board since November 2014 and is currently the
Chairperson, ICRA Limited. He is a visiting professor at IIM Ahmedabad, and he
also had a career spanning over 26 years with Bank of America, where he was the
Approve continuation of Arun Duggal (DIN:
Chief Executive of Bank of America in India. He has attended all board meetings in
00024262) as Independent Director till the end of
29-Jul-2021 I C R A LTD. AGM Management For For FY21. Amendments in SEBI’s LODR require directors having attained the age of
his second term on 10 November 2024 after
75 to be reapproved by shareholders through a special resolution. Arun Duggal will
attaining the age of 75 years
attain the age of 75 years on 30 September 2021 before completing his second term
as independent director. We do not consider age to be an eligibility criterion for
board memberships. We support his continuation on the board.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company seeks shareholder approval to pay commission to Non-Executive

Approve payment of commission to Non-Executive Directors for five years from 1 April 2021 in line with the recent amendments to the
Directors and Independent Directors upto 1% of the Company’s Act 2013 allowing companies to pay commission to Non-Executive
29-Jul-2021 I C R A LTD. AGM Management net profits and as per limits specified under For For Directors in case of inadequate profits. In the last five years the company has paid
regulations in the event of no profits/inadequate commission ranging from 0. 4% to 0. 9% of standalone profit before tax. The past
profits for a period of five years from 1 April 2021 commission is reasonable and in line with market practices. However, the company
must consider setting a cap in absolute terms on the commission payable.
Q2
COMPUTER AGE
Adoption of standalone and consolidated financial of COVID-19 pandemic on the financial statements. Except for the COVID related
29-Jul-2021 MANAGEMENT SERVICES AGM Management For For
statements for the year ended 31 March 2021 issues, the auditors are of the opinion that the financial statements are prepared in
LTD.
Q2
Narendra Ostawal, 43, is Managing Director, Warburg Pincus. He is the Nominee
Director for Great Terrain Investment Ltd, an affiliate of Warburg Pincus, which
held 30. 96% stake in the company on 31 March 2021. He has attended 100% of the
COMPUTER AGE Reappoint Narendra Ostawal (DIN: 06530414) as
board meetings held in FY21. His reappointment meets all statutory requirements.
29-Jul-2021 MANAGEMENT SERVICES AGM Management Non-Executive Non Independent Director, liable to For For
Narendra Ostawal is on the board of six other companies, one of which is listed.
LTD. retire by rotation
While the number of directorships is relatively high, we recognize that most of
these fold into his responsibilities and several of them are Warbus Pincus investee
companies.
Q2
The total dividend for the year is Rs. 3. 1 bn and the dividend payout ratio for FY21
COMPUTER AGE Confirm five interim dividends aggregating Rs
is 140. 2%. The company’s dividend policy targets 65% of consolidated profits as
29-Jul-2021 MANAGEMENT SERVICES AGM Management 51.10 per share and declare a dividend of Rs 11.84 For For
dividend. In FY21, the company’s payout ratio as a percentage of consolidated
LTD. per equity share for FY21
Q2 profits was 149. 6%.
The company proposed to include a clause that allows for accelerated vesting of
options on retirement, if the grants were made at least one year prior to the
retirement date. In case where employees are retiring but become non-executive
COMPUTER AGE Ratify Employees Stock Option Scheme 2019 directors of the company or its subsidiaries, the options will continue to vest. These
29-Jul-2021 MANAGEMENT SERVICES AGM Management (CAMS ESOP Scheme 2019) and approve variation For For are general market practices and to this extent we support the resolution. The
LTD. in the terms of the scheme CAMS ESOP Scheme 2019 allows the exercise price to be decided by the NRC:
while the company has confirmed that going forward grants from this scheme will
be at market price, it should have considered amending this clause of the scheme
too, to codify it.
Q2
The company proposes to extend the CAMS ESOP Scheme 2019 to the employees
of its subsidiaries. Under the scheme CAMS can grant up to 1. 5 mn stock options
COMPUTER AGE representing ~3% of the current issued capital. The company has already granted
Approve extension of CAMS ESOP Scheme 2019
29-Jul-2021 MANAGEMENT SERVICES AGM Management For For 682,903 options prior to listing on the stock exchanges. The future grants would be
to the employees of the subsidiaries
LTD. at market price as on the date of approval of grant by the NRC, aligning the stock
options grants with shareholder interest. We estimate the annualized cost of the
scheme for the still to be granted options at Rs. 132. 6 mn.
Q2
Anuj Kumar, 54, was appointed as Whole-time Director and CEO of CAMS on 6
November 2018 for five years. The company proposes to appoint him as Managing
Director for five years from 1 August 2021 till 31 July 2026 and fix his
remuneration. In FY21 Anuj Kumar received a remuneration of Rs 77. 0 mn
including the weighted average fair value of options granted to him. We estimate
COMPUTER AGE Appoint Anuj Kumar (DIN: 08268864) as his proposed remuneration to be Rs 111. 1 mn considering an increase of 15% in
29-Jul-2021 MANAGEMENT SERVICES AGM Management Managing Director for five years from 1 August For For the stock options vis-à-vis those granted to him in FY21. We expect stock options
LTD. 2021 to 31 July 2026 and fix his remuneration grants to Anuj Kumar to be at market price. His estimated proposed remuneration is
broadly in line with peers. Nevertheless, the company must disclose the
performance metrics basis which his variable pay is determined. Anuj Kumar is not
liable to retire by rotation – while we do not support board permanency, we
recognize that he is being appointed for a fixed term and that his reappointment will
require shareholder approval.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
CAMS was listed on the stock exchange on 1 October 2020. Prior to listing the
COMPUTER AGE
Approve alteration of Articles of Association to company’s articles gave certain rights to the then existing shareholders. The
29-Jul-2021 MANAGEMENT SERVICES AGM Management For For
delete Part II of the existing articles company now seeks approval for the deletion of Part II of the existing Articles of
LTD.
Association giving rights to the pre-IPO shareholders of the company.
Q2
The clause 103A allows only the promoters and the shareholders (continuing to
COMPUTER AGE hold at least 10% stake in the company) as on the date of the DRHP to appoint
Approve ratification and approval of Article 103A
29-Jul-2021 MANAGEMENT SERVICES AGM Management For For nominees and does not allow other non-promoter shareholders holding at least 10%
of the Articles of Association
LTD. stake to appoint a nominee on the board. We support the resolution since board
nomination rights are linked to the level of shareholding.
Q2
Sandeep Kagzi, 37, is part of the Warburg Pincus team. He is the Nominee Director
for Great Terrain Investment Ltd, an affiliate of Warburg Pincus, which held 30.
COMPUTER AGE Appoint Sandeep Kagzi (DIN: 08264768) as Non-
96% stake in the company on 31 March 2021. He holds B. S. From Duke
29-Jul-2021 MANAGEMENT SERVICES AGM Management Executive Non-Independent Director, liable to retire For For
University and MBA from Stanford Graduate School of Business. His appointment
LTD. by rotation
as Non-Executive Non-Independent Director, liable to retire by rotation, meets all
of COVID-19 pandemic and the impact of an outstanding tax-related litigation on
29-Jul-2021 SHOPPERS STOP LTD. AGM Management For For the financial statements. Except for the issues raised, the auditors are of the opinion
that the financial statements are prepared in accordance with the generally accepted
accounting principles and Indian Accounting Standards (IND-AS).
Q2
Reappoint Neel C. Raheja (DIN: 00029010), as Neel Raheja, 47, Promoter and Director, K. Raheja Corp Pvt Ltd, has been on
29-Jul-2021 SHOPPERS STOP LTD. AGM Management Non-Executive Non- Independent Director, liable to For For board since June 1997. During FY21, he attended all the board meetings. He retires
retire by rotation by rotation and his reappointment meets all statutory requirements.
Q2
Venugopal Nair, 54, is Managing Director and CEO of Shoppers Stop Limited and
Former CEO, Westside business, of Trent Limited. He comes with 27 years retail
experience that spans across South Asia and Europe. In the past, he has worked
Appoint Venugopal Nair (DIN: 00046163) as with Marks & Spencer and served as Managing Director, Marks & Spencer
29-Jul-2021 SHOPPERS STOP LTD. AGM Management For For
Director from 6 November 2020 Reliance Pvt. His appointment meets all statutory requirements. He will not be
liable to retire by rotation during his term as Managing Director and CEO.
However, as an Executive Director, his reappointment on the board will require
periodic shareholder approval.
Q2
The proposed remuneration to Venugopal Nair is estimated at ~ Rs. 55. 5 mn,
Appoint Venugopal Nair (DIN: 00046163), as inclusive of fair value of stock options granted. His proposed remuneration is
Managing Director, for a period of three years from commensurate with the overall size of the business, his experience and value he
29-Jul-2021 SHOPPERS STOP LTD. AGM Management For For
6 November 2020 and fix his remuneration as brings and also in line with peers. Nonetheless, the company must disclose
minimum remuneration performance metrics that determine variable pay, going forward, and the quantum
of stock options that may be granted to him in the future.
Q2
The company seeks shareholder approval to pay commission to Non-Executive
Approve payment of commission to Non-Executive Directors for three years from 1 April 2021 in line with the recent amendments to
Directors upto 1% of net profits and as per limits the Company’s Act 2013 allowing companies to pay commission to Non-Executive
29-Jul-2021 SHOPPERS STOP LTD. AGM Management specified under regulations in the event of no For For Directors in case of inadequate profits. In the last five years the company has paid
profits/inadequate profits for three years from 1 commission ranging from 0. 3% to 0. 5% of standalone profit before tax. The past
April 2021 commission is reasonable and in line with market practices. However, the company
Q2
30-Jul-2021 COFORGE LTD. AGM Management For For
Confirm interim dividend of Rs. 13.0 per equity The total dividend outflow for FY21 is Rs. 787. 7 mn. The dividend payout ratio is
30-Jul-2021 COFORGE LTD. AGM Management For For
share of face value Rs. 10.0 per share for FY21 32. 8%.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Kenneth Tuck Kuen Cheong, 53, is a Managing Director and a member of the
Reappoint Kenneth Tuck Kuen Cheong (DIN: Investment Committee and Portfolio Management Committee of Baring Private
30-Jul-2021 COFORGE LTD. AGM Management 08449253) as Non-Executive Non-Independent For For Equity Asia. He has been on the board of the company since 17 May 2019. He has
Director, liable to retire by rotation attended all board meetings held in FY21. He retires by rotation; his reappointment
Q2 is in line with statutory requirements.
Patrick John Cordes, 46, is a Managing Director and COO of Baring Private Equity
Reappoint Patrick John Cordes (DIN: 02599675) as
Asia. He has been on the board of the company since 17 May 2019. He has attended
30-Jul-2021 COFORGE LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
all board meetings held in FY21. He retires by rotation; his reappointment is in line
retire by rotation
Basab Pradhan, 56, is the former Head of Global Sales & Marketing at Infosys Ltd.
Reappoint Basab Pradhan (DIN: 00892181) as He has been on the board of the company since 29 June 2019. He has attended all
30-Jul-2021 COFORGE LTD. AGM Management Independent Director and Chairperson for three For For board meetings held in FY21. While we support his reappointment, we believe
years from 29 June 2021 shareholder approval for his reappointment should have been sought on or before
Q2
Basab Pradhan, 56, is an Independent Director and Chairperson of Coforge
Approve payment of commission aggregating USD
Limited. The company proposes to pay him commission of USD 200,000 for FY21,
200,000 to Basab Pradhan (DIN: 00892181) in
which is higher than the aggregate remuneration of all other Independent Directors.
30-Jul-2021 COFORGE LTD. AGM Management FY21 as Independent Director and Chairperson, For For
It is in line with the appointment terms / agreement, where an amount of
which exceeds 50% of the total remuneration paid
USD200,000 is actually mentioned, where actual EBITDA achieved is more than
to all non-executive directors
Q2 100% of budgeted amount.
In case of transfer of equity shares, we understand shareholders including promoters

are allowed to participate and tender their shares for the depository receipts
program. We recognize that the limit of 18. 5 mn equity shares is high (30. 5% of
Approve issuance of equity shares up to Rs. 3.75 bn
total number of shares of the company as on 31 March 2021), but we expect this
and/or issue ADRs / GDRs through transfer of
will aid the company in maintaining liquidity in the trading of the depository
existing equity shares by eligible shareholders up to
30-Jul-2021 COFORGE LTD. AGM Management For For receipts. The transfer of shares for the issue of ADRs/GDRs will not lead to any
18.5 mn equity shares or a fresh issue of equity
dilution. Further, the depository receipts program would see the company get listed
shares within the limit of Rs. 3.75 bn or a
on international stock exchanges which would broaden the company’s investor
combination of both
base. If the company issues fresh equity shares at current market price, it will lead to
a dilution of 1. 4% on expanded capital base for existing shareholders, which is
reasonable.
Q2
The proposed preferential issue of equity shares will be used to meet the funding
Approve preferential issue of up to 532,860 equity requirements and other general corporate purposes as the Board may decide. Post
shares at Rs. 563.0 per share aggregating to Rs. the preferential allotment, the other shareholders are expected to be diluted by 3.
30-Jul-2021 ALICON CASTALLOY LTD. EGM Management For For
300.0 mn to Shailendrajit Rai (promoter) and Enkei 3% on the expanded capital base, which is reasonable. The total promoter
Corporation, Japan (foreign collaborator) shareholding is expected to be 55. 7% and Enkei Corporation’s shareholding is
expected to be 13. 8% post the preferential allotment.
Q2
30-Jul-2021 AXIS BANK LTD. AGM Management For For
Q2
Rajiv Anand has been Executive Director (Wholesale banking) of Axis since May
Reappoint Rajiv Anand (DIN 02541753) as director
30-Jul-2021 AXIS BANK LTD. AGM Management For For 2016. He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Axis Bank’s auditors Haribhakti & Co LLP’s term was reduced to three years
following the April 2021 RBI guidelines on Appointment of Statutory Auditors.
Therefore, the bank proposes to appoint M P Chitale & Co. As joint statutory
auditors for three years, subject to RBI approval. Regulation 36 of SEBI LODR
Appoint M P Chitale & Co. as joint statutory
requires listed companies to include a profile of the audit firm and the proposed
30-Jul-2021 AXIS BANK LTD. AGM Management auditors for three years and authorize the audit For For
fees. The bank has not disclosed the proposed audit fees but left it to the discretion
committee to fix their remuneration
of the audit committee. We note that Uday Chitale, who was a senior partner till 30
June 2021 and now mentor and advisor at M P Chitale & Co, is an Independent
Director on the board of ICICI Bank, a direct competitor to Axis Bank, and on
ICICI General Insurance Company Limited.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Axis Bank’s auditors Haribhakti & Co LLP’s term was reduced to three years
following the April 2021 RBI guidelines on Appointment of Statutory Auditors.
Appoint C N K & Associates LLP as joint statutory Therefore, the bank proposes to appoint N C K & Associates LLP. As joint
30-Jul-2021 AXIS BANK LTD. AGM Management auditors for three years and authorize the audit For For statutory auditors for three years, subject to RBI approval. Regulation 36 of SEBI
committee to fix their remuneration LODR requires listed companies to include a profile of the audit firm and the
proposed fees. The bank has not disclosed the proposed audit fees but left it to the
Q2 discretion of the audit committee.
Ms. Vasantha Govindan, 42, is CEO of The Specified Undertaking of Unit Trust of
Appoint Ms. Vasantha Govindan (DIN 02230959)
India (SUUTI): SUUTI owned 3. 37% of Axis Bank’s equity on 31 March 2021
30-Jul-2021 AXIS BANK LTD. AGM Management as nominee of SUUTI, non-executive director liable For For
and is one of its promoters. Her appointment as nominee director of SUUTI one of
the promoters of Axis Bank), is in line with the statutory requirements.
Q2
Prof. S. Mahendra Dev’s, 63, expertise is agriculture and rural economy, economics
and cooperation. He has been a consultant and adviser to many international
Appoint S. Mahendra Dev (DIN 06519869), as organizations, such as UNDP, World Bank, International Food Policy Research
30-Jul-2021 AXIS BANK LTD. AGM Management Independent Director for four years from 14 June For For Institute, UNESCO, ILO, FAO, ESCAP, UNICEF, DFID, and OECD. He has been
2021 Director and Vice Chancellor, Indira Gandhi Institute of Development Research
(IGIDR) in Mumbai, India since 2010. His appointment is in line with the statutory
Q2 requirements.
Rakesh Makhija, 69, was appointed as Independent Director on 27 October 2015

and as Non-Executive (Part-time) Chairperson for a period of three years w. E. F.
18 July 2019. The bank proposes a revision in his remuneration from Rs 3. 3 mn to
Revise remuneration for Rakesh Makhija (DIN
Rs 3. 6 -mn p. A. In addition, he will be entitled to sitting fees for board and
30-Jul-2021 AXIS BANK LTD. AGM Management 00117692), as the Non-Executive (Part-Time) For For
committee meetings, the use of company car and travelling and other official
Chairperson to Rs. 36 mn from 18 July 2021
expenses. The remuneration proposed for Rakesh Makhija as Non-Executive (Part-
time) Chairperson is commensurate with the size and scale of his responsibilities as
Chairperson of Axis Bank.
Q2
Amitabh Chaudhry’s remuneration for FY21 aggregated Rs 169. 7 mn (this
includes fair value of ESOPs no performance bonus was paid in the year). The bank
Revise remuneration for Amitabh Chaudhry (DIN seeks approval for a revision in his remuneration from 1 April 2021. We estimate
00531120), Managing Director & CEO from 1 his remuneration to be about Rs. 190 mn, which is higher than peers, but
April 2021 till the next cycle of revision of commensurate with the size and complexities of his responsibilities at Axis Bank.
remuneration As a good practice, we expect Axis Bank to disclose all components of proposed
remuneration, both fixed and variable (including ESOPs) and the performance
metrics for the grant of variable pay.
Q2
Axis Bank proposes to reappoint Amitabh Chaudhry as MD & CEO for three years
from 1 January 2022. The terms of his remuneration remain unchanged from that
Reappoint Amitabh Chaudhry (DIN 00531120) as proposed in resolution #8. While the proposed remuneration is higher than that paid
30-Jul-2021 AXIS BANK LTD. AGM Management Managing Director & CEO for three years from 1 For For to peers in the industry it is commensurate with the size and complexities of his
January 2022 and fix his remuneration responsibilities at Axis Bank. As a good practice, we expect Axis Bank to disclose
all components of proposed remuneration, both fixed and variable (including
ESOPs) and the performance metrics that determine variable pay.
Q2
Rajiv Anand’s remuneration for FY21 aggregated Rs 98. 3 mn (this includes fair
value of ESOPs no performance bonus was paid in the year). The bank seeks
approval for a revision in his remuneration from 1 April 2021. We estimate his
Revise remuneration for Rajiv Anand (DIN
remuneration at around Rs. 117 mn, which is commensurate with the size and
30-Jul-2021 AXIS BANK LTD. AGM Management 02541753), Executive Director from 1 April 2021 For For
complexities of his responsibilities at Axis Bank and comparable to that paid to
till the next cycle of revision of remuneration
industry peers. As a good practice, we expect Axis Bank to disclose all components
of proposed remuneration, both fixed and variable (including ESOPs) and the
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajesh Dahiya’s remuneration for FY21 aggregated Rs 84. 5 mn (this includes fair
value of ESOPs no performance bonus was paid in the year). We estimate his
Revise remuneration for Rajesh Dahiya (DIN remuneration at around Rs. 102 mn, which is commensurate with the size and
30-Jul-2021 AXIS BANK LTD. AGM Management 07508488) Executive Director from 1 April 2021 For For complexities of his responsibilities at Axis Bank and comparable to that paid to
till the next cycle of revision of remuneration industry peers. As a good practice, we expect Axis Bank to disclose all components
Q2
RBI, in its April 2021 Guidelines on Appointment of Directors and Constitution of
Committees of the Board, allowed banks to double payment of profit-related
Revise remuneration of non-executive directors to commission to Non-Executive Directors (including Independent Director and
Rs. 2.0 mn each for five years from 1 April 2021 excluding the Chairperson) to Rs. 2. 0 mn. Following this, Axis Bank proposes to
increase the remuneration paid to its non-executive directors. The proposed increase
Q2 is in line with regulations.
Approve borrowing/raising funds in Indian
Currency/Foreign Currency by issue of debt
The debt instruments to be issued will be within the Bank’s overall borrowing
30-Jul-2021 AXIS BANK LTD. AGM Management instruments including but not limited to bonds and For For
limits of Rs 2. 0 trillion.
non-convertible debentures for an amount upto Rs
Q2 350 bn
Axis Bank proposes to increase the size of its residual pool of options under the
Employee Stock Option Scheme (ESOS) 2001, by adding another 50 mn options.
Issue additional 50.0 mn employee stock options to Maximum dilution on account of the addition will be 1. 63% of the outstanding
eligible employees/ whole-time directors of the bank issued and paid-up equity share capital. As the options under the scheme will be
issued at market price, the cost impact on the company will be reasonable, and it
will align employee incentives to shareholder returns.
Q2
Extend the additional 50.0 mn employee stock
Through a separate resolution, the company is seeking approval to grant stock
30-Jul-2021 AXIS BANK LTD. AGM Management options to eligible employees/ whole-time directors For For
options to the employees and directors of its subsidiaries.
Q2 of the bank’s subsidiaries
United India Insurance Company Limited has been classified as a promoter of Axis
Bank. As on 31 March 2021, UIICL held 913,248 shares representing 0. 03% stake
in the bank. UIICL is not involved in the management of day-to-day affairs or any
Approve reclassification of United India Insurance decision-making process at Axis Bank Ltd. Further, UIICL has neither nominated
Company Limited from promoter to public category any directors to the bank’s board, nor have special rights, through any formal or
informal arrangements and are not privy to any price-sensitive information relating
to the bank and its securities. They seek reclassification to public shareholders in
line with regulatory compliance.
Q2
National Insurance Company Limited has been classified as a promoter of Axis
Bank. As on 31 March 2021, NICL held 549,681 shares representing 0. 02% stake
in the bank. NICL is not involved in the management of day-to-day affairs or any
Approve reclassification of National Insurance decision-making process at Axis Bank Ltd. NICL has neither nominated any
Company Limited from promoter to public category directors to the bank’s board, nor do they have special rights, through any formal or
informal arrangements and are not privy to any price-sensitive information relating
to the bank and its securities. They seek reclassification to public shareholders in
line with regulatory compliance.
Q2
The New India Assurance Company Limited has been classified as a promoter of
Axis Bank. As on 31 March 2021, NIACL held 20,591,585 shares representing 0.
67% stake in the bank. NIACL is not involved in the management of day-to-day
Approve reclassification of The New India
affairs or any decision-making process at Axis Bank Ltd. Further, they have not
30-Jul-2021 AXIS BANK LTD. AGM Management Assurance Company Limited from promoter to For For
nominated any directors to the bank’s board, have no special rights, through formal
public category
or informal arrangements and are not privy to any price-sensitive information
relating to the bank and its securities. They seek reclassification to public
shareholders in line with regulatory compliance.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
General Insurance Corporation of India has been classified as a promoter of Axis

Bank. As on 31 March 2021, GIC held 30,855,229 shares representing 1. 01%
stake in the bank. GIC is not involved in the management of day-to-day affairs or
Approve reclassification of General Insurance
any decision-making process at Axis Bank Ltd. Further, they have not nominated
30-Jul-2021 AXIS BANK LTD. AGM Management Corporation of India from promoter to public For For
any directors to the bank’s board, have no special rights, through formal or informal
category
arrangements and are not privy to any price-sensitive information relating to the
bank and its securities. They seek reclassification to public shareholders in line with
regulatory compliance.
Q2
30-Jul-2021 SUNDARAM-CLAYTON LTD. AGM Management For For
Sudarshan Venu, 32, is a non-executive director of the company and represents

promoter family on the board. He is the Joint Managing Director of TVS Motor
Reappoint Sudarshan Venu (DIN: 03601690) as
30-Jul-2021 SUNDARAM-CLAYTON LTD. AGM Management For For Company, a subsidiary of Sundaram-Clayton Limited. He attended 83% (5 out of 6)
board meetings in FY21. He is liable to retire by rotation and his reappointment
meets all statutory requirements.
Q2
T K Balaji, 73, is the Chairperson and Managing Director of Lucas-TVS Limited
and the Managing Director of Delphi – TVS Technologies Limited. He is quiet
Reappoint T K Balaji (DIN: 00002010) as Director,
30-Jul-2021 SUNDARAM-CLAYTON LTD. AGM Management For For actively involved in the strategic decisions of company, especially related to
technology and manufacturing processes, therefore a valuable guide for the
Q2 company.
Rajesh Narasimhan, 55, is the CEO of TVS Motor (Singapore) Pte Limited, a step-
Appoint Rajesh Narasimhan (DIN: 07824276) as
down subsidiary of Sundaram-Clayton Limited. His appointment as Non-Executive
30-Jul-2021 SUNDARAM-CLAYTON LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
Non-Independent Director, liable to retire by rotation meets all statutory
retire by rotation from 24 March 2021
Q2 requirements.
Approve payment of commission to Independent The remuneration proposed is reasonable compared to the size and scale of the
30-Jul-2021 SUNDARAM-CLAYTON LTD. AGM Management Directors up to 1% of net profits or as per regulatory For For company’s operations. Based on the interaction with the company, they have
limits in case of inadequate profits from FY22 indicated that the remuneration won't be exceeding beyond 1% of profits.
Q2
Approve remuneration of Rs. 350,000 for A N The total remuneration proposed is reasonable compared to the size and scale of the
30-Jul-2021 SUNDARAM-CLAYTON LTD. AGM Management For For
Q2 Raman as cost auditor for FY22 company’s operations.
30-Jul-2021 ZYDUS WELLNESS LTD. AGM Management For For
Declare final dividend of Rs. 5.0 per equity share The company proposes to declare Rs. 5. 0 per equity share as final dividend and the
Q2 (face value of Rs. 10.0) for FY21 total dividend outflow for FY21 is Rs. 318. 2 mn.
Tarun G. Arora, 49 is the CEO and Whole Time Director at Zydus Wellness
Limited and has been on board since March 2015. He was previously the CEO,
India Business at Danone Waters. He holds 26 years of experience in general
Reappoint Tarun G. Arora (DIN: 07185311) as management and has worked with FMCG companies like Wipro, Bharti Walmart,
Director, liable to retire by rotation Godrej and Sara Lee. He holds a Bachelor’s degree in Science and Post Graduate
Diploma in Business Management. He attended 100% board meetings held in FY21
requirements.
Q2
Kulin S. Lalbhai, 36, has been on board since November 2016 and is an Executive
Director on board of Arvind Limited. He holds a Bachelor’s degree in Electrical
Re-appoint Kulin S. Lalbhai (DIN: 05206878) as
Engineering from Stanford University and completed MBA from Harvard Business
30-Jul-2021 ZYDUS WELLNESS LTD. AGM Management Independent Director for five years from 18 For For
School. He has also worked with the management consulting firm McKinsey & Co.
November 2021
In the past. He attended 100% board meetings held in FY21 (6/6) and his
Q2
Ratify remuneration of Rs. 280,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
Dalwadi & Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation

2021, the company may now pay a remuneration to its Non-Executive Directors, in
the event of no profits or inadequate profits. The notification has prescribed limits
for remuneration payable. The remuneration to Non-Executive and Independent
Approve payment of remuneration to Non- directors for FY21 amounts to Rs. 2. 0 mn and exceeds the 1% threshold due to
Executive Directors in the event of no profits/ losses incurred in FY21. The company proposes to pay remuneration to the non-
inadequate profits for three years from FY21 as per executive directors as per regulatory limits, in case of inadequate profits for three
limits specified under regulations years from FY21. In the past the company has been judicious in payment of
commission (0. 1% - 0. 8% of standalone PBT) to Non-Executive Directors. The
remuneration is a compensation for their time and effort invested in the company;
we believe the company must consider setting an absolute cap on the remuneration
payable.
Q2
30-Jul-2021 ATUL LTD. AGM Management For For financial statements are prepared in accordance with the generally accepted
30-Jul-2021 ATUL LTD. AGM Management For For consolidated financial statements are prepared in accordance with the generally
Atul has proposed a final dividend of Rs. 20. 0 (face value Rs. 10. 0) for FY21,
30-Jul-2021 ATUL LTD. AGM Management For For compared to Rs. 27. 5 paid in FY20 (including special dividend of Rs. 12. 5). The
value Rs. 10.0 for FY21
total dividend outflow is Rs. 0. 6 mn, while the dividend payout ratio is 9. 4%.
Q2
B N Mohanan, 71, has served as Executive Director on the board since January
Reappoint B N Mohanan (DIN: 00198716) as
30-Jul-2021 ATUL LTD. AGM Management For For 2009. He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Samveg Arvind Lalbhai (S A Lalbhai), 60, represent the promoter family and has
Reappoint Samveg Arvind Lalbhai (DIN:
served on the board for the past 21 years. He was paid a remuneration of Rs. 27. 7
00009278) as Managing Director for another term
mn in FY21, which was 72. 3x median employee remuneration. We estimate FY22
30-Jul-2021 ATUL LTD. AGM Management of five years from 15 December 2021 and approve For For
remuneration for S A Lalbhai at Rs. 30. 2 mn. His proposed remuneration is
his remuneration as minimum remuneration, subject
reasonable, in line with peers and commensurate with the overall performance of
to regulatory limits
Q2 the company.
Approve remuneration of Rs. 310,000 for R The proposed remuneration of Rs. 310,000 to be paid to R Nanabhoy & Co. For
30-Jul-2021 ATUL LTD. AGM Management For For
Nanabhoy & Co. as cost auditors for FY22 FY22 is reasonable, compared to the size and scale of the company’s operations.
Q2
30-Jul-2021 HERITAGE FOODS LTD. AGM Management For For
Approve final dividend of Rs. 5.0 per share of face The total dividend outflow for FY21 is Rs. 232. 0 mn. The dividend payout ratio for
Q2 value Rs.5.0 each FY21 is 16. 0%.
Ms. N Brahmani, 33, is the Executive Director of the company and part of the
Reappoint Ms. N. Brahmani (DIN:02338940) as promoter family. She attended 100% (9 out of 9) board meetings in FY21. She is
Director, liable to retire by rotation liable to retire by rotation and her reappointment as Director is in line with all
Rajesh Thakur Ahuja, 50, started Silver Line Wire Products in 1993 as a
manufacturer of plastic-coated wire products for household applications. He is an
expert in the areas of strategy planning, mergers & acquisitions, leadership, sales &
Reappoint Rajesh Thakur Ahuja (DIN: 00371406)
marketing, and finance. He was first appointed to the board on 23 March 2016 as an
30-Jul-2021 HERITAGE FOODS LTD. AGM Management as an Independent Director for five years from 19 For For
Additional Independent Director. He attended 100% (9 out of 9) board meetings in
August 2021
FY21. His reappointment as an Independent Director meets all statutory
requirements. We will classify him as a non-independent director once he
completes ten years on the board of the company.
Q2
30-Jul-2021 DEEPAK NITRITE LTD. AGM Management For For financial statements are in accordance with generally accepted accounting policies
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
30-Jul-2021 DEEPAK NITRITE LTD. AGM Management For For financial statements are in accordance with generally accepted accounting policies
The company proposes to pay a final dividend of Rs. 4. 5 per equity share and a
Declare final dividend of Rs. 4.5 per share and a special dividend of Re. 1. 0 per equity share of face value Rs. 2. 0 for the year
30-Jul-2021 DEEPAK NITRITE LTD. AGM Management special dividend of Re. 1.0 per equity share of face For For ended 31 March 2021. The special dividend is to commemorate the company’s
value Rs.2.0 for FY21 Golden Jubilee year. The total dividend outflow for FY21 is Rs. 0. 8 bn. The
Maulik D Mehta, 38, is son of promoter Deepak Mehta and is Executive Director
Reappoint Maulik D. Mehta (DIN: 05227290) as and CEO, Deepak Nitrite Limited. He was first appointed to the board of the
30-Jul-2021 DEEPAK NITRITE LTD. AGM Management For For
Director, liable to retire by rotation company in May 2016. He has attended 100% of the board meetings in FY21. His
Maulik D Mehta, 38, is son of promoter Deepak Mehta and is Executive Director
and CEO, Deepak Nitrite Limited. He was first appointed to the board of the
Reappoint Maulik D Mehta (DIN: 05227290) as company in May 2016. The company proposes to reappoint him as Executive
Executive Director & CEO for five years w.e.f. 9 Director & CEO for five years from 9 May 2021. In FY21, Maulik Mehta was paid
May 2021 to 8 May 2026 and fix his remuneration a remuneration of Rs. 26. 0 mn. His proposed remuneration estimated at Rs. 31. 1
as minimum remuneration mn is in line with peers and commensurate with the size and scale of business. Even
so, the company should disclose the performance metrics on basis of which his
variable pay is determined.
Q2
Ratify remuneration of Rs. 800,000 payable to B. The total remuneration proposed to be paid to the cost auditors is reasonable
Q2 M. Sharma & Co., cost auditors for FY22 compared to the size and scale of the company’s operations.
Approve continuation of Dr. Richard H Rupp (DIN:
02205790) as Independent Director till the end of Dr. Richard Rupp is Former Executive, Hoechst AG (Germany). He brings with
his term on 7 August 2022 after attaining the age of him vast experience.
Q2 75 years
30-Jul-2021 JYOTHY LABS LTD. AGM Management For For
Declare final dividend of Rs. 4.0 per share as final The total dividend outflow including dividend tax is Rs. 1. 4 bn. The dividend pay-
Q2 dividend (face value Re. 1.0) for FY21 out ratio is 77. 2%.
Ms. M R Jyothy, 44, part of the promoter family, is the Managing Director of the
Reappoint Ms. M. R. Jyothy (DIN: 00571828) as
30-Jul-2021 JYOTHY LABS LTD. AGM Management For For company. She attended all five board meetings in FY21. She retires by rotation and
Q2 her reappointment is in line with statutory requirements.
The commission paid in the past to Non-Executive Directors is reasonable and in
line with market practices, ranging from 0. 1% to 0. 2% of PBT. As a measure of
30-Jul-2021 JYOTHY LABS LTD. AGM Management Directors upto 1% of net profits for five years from For For
transparency and good governance practice, the company must consider setting a
1 April 2022
Q2 cap in absolute terms on the commission payable.
Approve remuneration of Rs. 0.4 mn for R. The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Nanabhoy & Co., as cost auditors for FY22 company’s operations.
of the Covid-19 pandemic on the financial statements and certain claims received
Adoption of financial statements for the year ended by the company regarding unpaid service amounting to Rs. 6. 5 mn, for which an
30-Jul-2021 S M L ISUZU LTD. AGM Management For For
31 March 2021 investigation is ongoing. Except for the issues raised, the auditors are of the opinion
Gota Iwanami, 57, General Manager, Mobility Business Division, Sumitomo
Reappoint Gota Iwanami (DIN 08094102) as Non- Corporation, Japan, has been on the board since March 2018 and is associated with
30-Jul-2021 S M L ISUZU LTD. AGM Management Executive Non-Independent Director, liable to retire For For Sumitomo Corporation, Japan since April 1988. During FY21, he attended all
by rotation board meetings. He retires by rotation and his reappointment is in line with statutory
Q2 requirements.
Eiichi Seto, 62, former Managing Director and CEO, has been on the board since
Reappoint Eiichi Seto (DIN 02704734) as Non-
May 2010 and was associated with Sumitomo Corporation since 1982. During
30-Jul-2021 S M L ISUZU LTD. AGM Management Executive Non-Independent Director, liable to retire For For
FY21, he attended all board meetings. He retires by rotation and his reappointment
by rotation
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Takuro Horikoshi, 52, former Chairperson and Managing Director, Sumitomo

Appoint Takuro Horikoshi (DIN 09102449) as
Corporation India Pvt. Ltd. (New Delhi), has been with Sumitomo Corporation,
30-Jul-2021 S M L ISUZU LTD. AGM Management Director from 19 May 2021, liable to retire by For For
Japan since 1992 and has held several positions in various departments. He is liable
rotation
to retire by rotation and his appointment is in line with statutory requirements.
Q2
Junya Yamanishi, 53, Managing Director and CEO, has been associated with
Sumitomo Corporation Japan since 1990 and was General Manager, Automotive
Manufacturing Business Department 2 of Sumitomo Corporation, Tokyo (Japan).
During his 31 years with Sumitomo Corporation Tokyo (Japan) he held various role
Appoint Junya Yamanishi (DIN 09174162) as
30-Jul-2021 S M L ISUZU LTD. AGM Management For For in various departments in the field of automotive manufacturing related business.
Director from 20 May 2021
His appointment is in line with statutory requirements. He will not be liable to retire
by rotation during his term as Managing Director and CEO. However, as an
Executive Director, his reappointment on the board will require periodic
shareholder approval.
Q2
We estimate Junya Yamanishi’s proposed remuneration at around Rs. 8. 8 mn
Appoint Junya Yamanishi (DIN 09174162) as
minimum and Rs. 15. 0 mn at the maximum. His proposed remuneration is
Managing Director & CEO, for five years from 20
30-Jul-2021 S M L ISUZU LTD. AGM Management For For comparable to peers, and commensurate with the size of the business. While his
May 2021 and fix his remuneration including
commission is capped at 100% of annual salary, the company must disclose
minimum remuneration for three years
Q2 performance metrics that determine variable pay.
Tadanao Yamamoto, 64, Whole-time Director and Director – Quality Assurance,

Reappoint Tadanao Yamamoto (DIN 08291307) as has been associated with the Isuzu Motors since 1980 and has been on the board
Whole-time Director, designated as Director – since November 2018. For FY21, he was paid a remuneration of Rs. 4. 2 mn. We
30-Jul-2021 S M L ISUZU LTD. AGM Management Quality Assurance for one year from 30 November For For estimate Tadanao Yamamoto’s proposed remuneration at around Rs. 6. 0 mn. His
2020 and fix his remuneration including minimum proposed remuneration is comparable to peers, and commensurate with the size of
remuneration the business. Nonetheless, we believe the remuneration structure must carry a
variable component to link his remuneration with company performance.
Q2
The commercial vehicle industry in the past two years has been impacted by
multiple headwinds which has significantly impacted the profits of commercial
vehicle manufactures like SMLI and hindered their ability to compensate non-
executive directors. As per the amendments notified by the Ministry of Corporate
Approve payment of remuneration to Independent
Affairs on 18 March 2021, the company may now pay a fixed remuneration to its
Directors in the event of no profits/inadequate
30-Jul-2021 S M L ISUZU LTD. AGM Management For For Non- Executive Directors and Independent Directors, in the event of no profits or
profits for three years from FY21 as per regulatory
inadequate profits. The notification has prescribed limits for remuneration payable.
limits
For FY21, the company has proposed an aggregate commission of Rs. 2. 0 mn, to
be paid to Independent Directors, Rs. 0. 5 mn per Independent Director. The
proposed commission is commensurate with the value rendered by Independent
Directors and is a compensation for their time and effort invested in the company.
Q2
Auditors have qualified their opinion on the standalone and consolidated financials
owing to a technicality which has resulted in the company meeting the criteria for
classification as an NBFC. The company has submitted to the RBI that it does not
intend to undertake business as an NBFC and that it is primarily engaged in the
healthcare business. Pending resolution of this matter, the auditors have not been
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management For For able to comment on the impact, if any, on the standalone and consolidated
31 March 2021
statements for year ended 31 March 2021. Further, auditors have raised concerns on
the impact of the pending litigations against transactions undertaken by erstwhile
promoters and the open offer by IHH Healthcare which is pending following
Supreme Court’s stay on the deal. We draw attention to the auditor comments and
findings of the investigation report.
Q2
Reappoint Dr. Kelvin Loh Chi Keon (DIN: Dr. Kelvin Loh Chi Keon, 47, is the MD and CEO of IHH Healthcare. He attended
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management 08515101) as Non-Executive Director, liable to For For all ten board meetings in FY21. He retires by rotation and his reappointment is in
Q2 retire by rotation line with all statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Heng Joo Joe Sim, 49, is the Group Chief Operating Office of IHH Healthcare
Reappoint Heng Joo Joe Sim (DIN: 08033111) as
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management For For Berhad. He attended 90% of board meetings in FY21. He retires by rotation and his
Non-Executive Director, liable to retire by rotation
reappointment is in line with all statutory requirements.
Q2
Takeshi Saito, 49, is the CEO of MBK Healthcare Management Pte Ltd, a wholly
Appoint Takeshi Saito (DIN: 08823345) as Non- owned subsidiary of Mitsui & Co. , Ltd, which is IHH Healthcare’s largest
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management Executive Director from 1 September 2020, liable For For shareholder. He is a director on the board of IHH Healthcare Berhad. He attended
to retire by rotation 100% of board meetings in FY21. He is liable to retire by rotation and his
Q2
Appoint Joerg Ayrle (DIN: 09128449) as Non- Joerg Ayrle, 52, is the CFO of IHH Healthcare Berhad. He attended 100% of board
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management Executive Director from 1 September 2020, liable For For meetings in FY21. He is liable to retire by rotation and his appointment is in line
Q2 to retire by rotation with all statutory requirements.
Ratify remuneration of Rs. 350,000 payable to The proposed remuneration to be paid to the cost auditor in FY21 is reasonable
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management For For
Jitender, Navneet & Co. as cost auditors for FY21 compared to the size and scale of operations.
Q2
Reappoint Dr. Ashutosh Raghuvanshi (DIN: Dr. Ashutosh Raghuvanshi was paid Rs. 62. 2 mn in FY21 representing 283x the
02775637) as Managing Director & CEO for a median employee remuneration. His estimated FY22 remuneration at Rs. 84. 0 mn
period of three years w.e.f. 19 March 2022 and fix is high for the size of the company and higher than remuneration paid to peers.
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management For For
his remuneration and approve payment of bonus of However, he is professional whose skills and experience carry a market value and
Rs. 1.0 mn and Rs. 8.4 mn for FY20 and FY21 the company has stabilized under his leadership. Notwithstanding, the company
respectively must consider disclosing performance metrics that will determine his variable pay.
Q2
In the FY20 AGM, shareholders had approved payment of pay commission of upto
1% to all its non-executive directors for a period of three years beginning 1 April
2019. Independent Directors were paid a commission of Rs. 11. 6 mn in FY21
pertaining to FY20. The company seeks to modify the terms of remuneration to
Approve remuneration of Rs. 7.0 mn to Independent
provide flexibility to pay remuneration of Rs. 7. 0 mn to Independent Directors and
Directors and Rs. 9.0 mn to Chairperson or
30-Jul-2021 FORTIS HEALTHCARE LTD. AGM Management For For Rs. 9. 0 mn to Chairperson or commission upto 1% of net profits, whichever is
commission upto 1% of net profits, whichever is
higher. On account of the critical role played by the Independent Directors in
higher, for a period of three years from 1 April 2021
pulling the company out of its dire financial condition, we support this resolution to
pay commission from 1 April 2021. As a measure of transparency and good
governance practice, we expect companies to fix the absolute amount of
commission payable to Independent Directors.
Q2
Adoption of financial statements together with the
SUMITOMO CHEMICAL financial statements. Based on the auditors’ report, which is unqualified, the
30-Jul-2021 AGM Management reports of the Board of Directors and the auditors For For
INDIA LTD. financial statements are in accordance with generally accepted accounting policies
for the year ended 31 March 2021
SUMITOMO CHEMICAL Declare final dividend of Rs. 0.8 per equity share of The total dividend outflow for FY21 is Rs. 399. 3 mn as compared to Rs. 274. 5 mn
INDIA LTD. face value Rs. 10.0 each in FY20. The dividend payout ratio is 11. 5% in FY21 vs 13. 4% in FY20.
Q2
Tadashi Katayama, 54, is a promoter representative on the board. He joined the
board in August 2019. He has been working with Sumitomo Japan since 1992 in
SUMITOMO CHEMICAL Reappoint Tidashi Katayama (DIN: 07628973) as the health and crop science business unit in various positions. He was also
INDIA LTD. Non-Executive Non-Independent Director associated with Sumitomo’s India business in supervisory roles. He has attended
80% of board meetings in FY21. He retires by rotation. His reappointment meets all
Sushil Marfatia, 69, is an Executive Director and is serving on the board since 7
October 2016. He has 42 years of work experience and prior to joining the
SUMITOMO CHEMICAL Reappoint Sushil Marfatia (DIN: 07618601) as company, he was working with New Chemi Industries Ltd for 33 years, before it
INDIA LTD. Director was amalgamated with Sumitomo Chemical India Limited. He has attended all
board meetings in FY21. He retires by rotation. His reappointment meets all
Revise remuneration payable to Chetan Shah

SUMITOMO CHEMICAL Chetan Shah, 66, has extensive experience in the agrochemicals industry of over 43
30-Jul-2021 AGM Management (DIN:00488127) as Managing Director from 1 April For For
INDIA LTD. years. For the experience and drive his remuneration seems to be in line.
2020 till the end of his term on 31 August 2022
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sushil Marfatia is currently an Executive Director of the company. The company

proposes to revise his remuneration from 1 April 2020 till the end of his term on 31
August 2022. Sushil Marfatia received Rs. 21. 0 mn as remuneration in FY21. His
Revise remuneration payable to Sushil Marfatia
SUMITOMO CHEMICAL estimated FY22 remuneration is Rs. 25. 4 mn of which Rs. 7. 2 mn is variable. His
30-Jul-2021 AGM Management (DIN:07618601) as Executive Director from 1 April For For
INDIA LTD. remuneration is commensurate with the size and complexity of the business and in
2020 till the end of his term on 31 August 2022
line with his peers. While his variable remuneration is capped at 40% of annual
gross salary, the company must disclose performance metrics that determine
Q2 variable pay.
Sumitomo Chemical Company Ltd. Holds a ~75. 0% stake in the company. The
Approve related party transactions with Sumitomo transactions for FY20 aggregated Rs. 4. 1 bn, which was 15. 5% of the FY21
SUMITOMO CHEMICAL
30-Jul-2021 AGM Management Chemical Company Limited, holding company, not For For turnover. The proposed transactions are operational in nature relating to
INDIA LTD.
exceeding Rs. 7.0 bn for FY22 sales/purchase of goods and payments of dividend and will be in the ordinary course
of business and on arm’s length basis. The approval is valid for one year.
Q2
Ratify remuneration of Rs. 550,000 plus applicable
SUMITOMO CHEMICAL The total remuneration proposed to be paid to the cost auditors in FY22 is
30-Jul-2021 AGM Management taxes and reimbursement of out of pocket expenses For For
INDIA LTD. reasonable compared to the size and scale of the company’s operations.
to GMVP & Associates as cost auditors for FY22
Q2
CREDITACCESS GRAMEEN Adoption of standalone and consolidated financial of the COVID-19 pandemic on the future operations of the company. Except for the
LTD. statements for the year ended 31 March 2021 COVID related issues, the auditors are of the opinion that the financial statements
are prepared in accordance with the generally accepted accounting principles.
Q2
Reappoint Paolo Brichett (DIN: 01908040) as a
CREDITACCESS GRAMEEN Paolo Brichett, 57, is the Chairperson of the company and founder of the
LTD. CreditAccess Group. His reappointment meets all statutory requirements.
Q2 retire by rotation
CreditAccess Grameen proposes to increase borrowing limits to support business

growth. On 31 March 202, the company had outstanding borrowings of Rs. 109. 3
bn. The standalone net worth of the company is Rs. 36. 4 bn and the capital
adequacy ratio is 26. 8%, against a minimum 15% as required by RBI norms, which
CREDITACCESS GRAMEEN To increase the borrowing limits of the company to
30-Jul-2021 AGM Management For For indicates adequate capitalization. Debt levels in an NBFC are typically reined in by
LTD. Rs. 150.0 bn to Rs. 200.0 bn
RBI requirement of maintaining a slated minimum capital adequacy ratio. The
company’s long term credit rating is [ICRA]A+(Stable)/[ICRA]A1+ and CRISIL
A+(Stable), which denotes adequate degree of safety regarding timely servicing of
debt obligations.
Q2
CGL acquired 76. 1% stake in MMFL on 18 March 2020 for a consideration of Rs.
6. 6 bn. MMFL is the 11th largest NBFC-MFI in India. MMFL’s debt facilities are
Approve entering into material related party
rated CARE BBB+/WatchPositive and ICRA A-/WatchPositive. The amount of
CREDITACCESS GRAMEEN transactions with Madura Micro Finance Limited
30-Jul-2021 AGM Management For For investment/loan or guarantee to be made for MMFL is capped Rs. 2. 5 bn to and
LTD. (MMFL) up to an aggregate amount of Rs. 2.5 bn
shall be utilized by MMFL for its principal business activities. Because MMFL is a
for FY22
76. 1% subsidiary, which the company proposes to merge with itself, we support the
resolution.
Q2
of the COVID-19 pandemic on the future operations of the company. Except for the
30-Jul-2021 TATA MOTORS LTD. AGM Management For For COVID related issues, the auditors are of the opinion that the standalone financial
Q2 principles.
of the COVID-19 pandemic on the future operations of the company. Except for the
30-Jul-2021 TATA MOTORS LTD. AGM Management For For COVID related issues, the auditors are of the opinion that the consolidated financial
Q2 principles.
Reappoint N Chandrasekaran (DIN: 00121863) as

N Chandrasekaran, 58, is the Chairperson of Tata Sons. His reappointment meets
30-Jul-2021 TATA MOTORS LTD. AGM Management Non-Executive Non-Independent Chairperson, For For
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mitsuhiko Yamashita, 66, holds more than four decades of experience in various
areas of design, engineering, research and development including development of
electric vehicles, autonomous drive business and other automotive technologies. He
has worked for leading Japanese Automotive companies like Nissan Motors
Appoint Mitsuhiko Yamashita (DIN: 08871753) as
Company and Mitsubishi Motor Corporation in various capacities and has served on
30-Jul-2021 TATA MOTORS LTD. AGM Management Non-Executive Director, liable to retire by rotation For For
advisory panels in the Ministry of Foreign Affairs and on several committees in the
from 16 September 2020
Ministry of Economy, Trade and Industry. He was appointed as independent
director from 16 September 2020. He was then appointed as Senior Technical
Advisor to the Chairperson, Tata Sons Private Limited and was redesignated as non-
independent from 27 October 2020.
Q2
Thierry Bolloré, 58, holds more than over three decades of global experience with
Appoint Thierry Bolloré (DIN: 08935293) as Non-
companies like Michelin, Faurecia and Groupe Renault. He was appointed as the
30-Jul-2021 TATA MOTORS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
CEO of Jaguar Land Rover in September 2020. His appointment meets all statutory
by rotation from 27 October 2020
Q2 requirements.
Kosaraju V Chowdary, 66, is a Retired IRS Officer. He has held several executive
Appoint Kosaraju V Chowdary (DIN: 08485334) as positions and retired as Chairperson, Central Board of Direct Taxes. On
30-Jul-2021 TATA MOTORS LTD. AGM Management Independent Director for a term of five years from For For superannuation, he was appointed as an Advisor to the Department of Revenue,
27 October 2020 Ministry of Finance. He functioned as the Central Vigilance Commissioner from
June 2015 to June 2019. His reappointment meets all statutory requirements.
Q2
Guenter Butschek’s term was extended by 4. 5 months as CEO and Managing

Director to facilitate smooth transition to the new incumbent. Guenter Butschek has
requested to return to his home country for personal reasons. His remuneration of
Reappoint Guenter Butschek (DIN: 07427375) as
Rs. 273. 7 mn for FY21 and proposed remuneration of Rs. 66. 8 mn from 1 April
CEO and Managing Director from 15 February
30-Jul-2021 TATA MOTORS LTD. AGM Management For For 2021 to 30 June 2021 is comparable to peers, and commensurate with the size and
2021 to 30 June 2021 and approve his remuneration
complexity of the business. Further, Guenter Butschek is a professional whose skills
as minimum remuneration
carry market value. We note that Guenter Butschek will continue as a consultant, to
advise on significant/strategic initiatives upto the period 31 March 2022 at a
remuneration of EUR 1. 15 mn (Rs. 101. 8 mn) for the nine-month period.
Q2
Girish Wagh, 66, holds more than 29 years of experience, at Tata Motors. He is
Appoint Girish Wagh (DIN: 03119361) as
30-Jul-2021 TATA MOTORS LTD. AGM Management For For currently designated as President and Head of Commercial Vehicle Business. His
Q2 appointment on the board meets all statutory requirements.
Girish Wagh has worked with both the business units - Passenger Vehicles and
Commercial Vehicles, as also various functions in the value chain. He is currently
Appoint Girish Wagh (DIN: 03119361) as
designated as President and Head of Commercial Vehicle Business. Girish Wagh’s
Executive Director for a term of five years from 1
30-Jul-2021 TATA MOTORS LTD. AGM Management For For was paid a remuneration of Rs. 40. 5 mn in FY21. His proposed remuneration of
July 2021 and fix his remuneration as minimum
Rs. 46. 8 mn for FY22 and Rs. 56. 0 mn for FY23 is comparable to peers, and
remuneration
commensurate with the size and complexity of the business. Further, Girish Wagh
is a professional whose skills carry market value.
Q2
2021, the company may now pay a fixed remuneration to its Non-Executive
Approve payment of commission to Non-Executive The notification has prescribed limits for remuneration payable. The aggregate
Directors in the event of no profits/inadequate remuneration to be paid to non-executive directors is proposed at Rs. 17. 0 mn for
30-Jul-2021 TATA MOTORS LTD. AGM Management For For
profits for three years from FY21 as per limits FY21. While the company has not disclosed or assigned a limit to the remuneration
specified under regulations for FY22 and FY23, but as per regulations the maximum limit for aggregate
remuneration is Rs. 60. 6 mn. The proposed commission is commensurate with the
value rendered by the non-executive directors and is a compensation for their time
and effort invested in the company.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The implementation of SLTI 2021 will result in a dilution of up to ~0. 235% for the
existing shareholders, which is reasonable. The number of PSUs to be granted to
Approve Tata Motors Limited Share-based Long eligible employees will be determined based on Long Term Incentive Pay to be
Term Incentive Scheme 2021 (SLTI 2021) and awarded to eligible employees divided by the closing market price of the company’s
grant of stock options and/or performance share shares prior to the board meeting date and the options will be granted at Rs. 338,
units (PSUs) to the eligible employees the market price on the date prior to the board meeting approving the scheme. The
scheme features both market linked exercise price and performance-based vesting,
which aligns employee incentives to shareholder interests.
Q2
Extend Tata Motors Limited Share-based Long
Term Incentive Scheme 2021 (SLTI 2021) to The company proposes to extend SLTI 2021 to the employees of its subsidiary
eligible employees of certain subsidiaries of the companies. Our decision on this resolution is linked to resolution #11.
Q2 company
The company seeks shareholder permission to authorize the board to appoint branch
30-Jul-2021 TATA MOTORS LTD. AGM Management Authorize the board to appoint branch auditors For For
auditors and fix their remuneration for its branches outside India.
Q2
Ratify remuneration of Rs. 0.5 mn for Mani & Co. The total remuneration proposed is reasonable compared to the size and scale of the
Q2 as cost auditors for FY22 company’s operations.
CHOLAMANDALAM
Adoption of standalone financial statements for the related issues raised, the auditors are of the opinion that the financial statements are
30-Jul-2021 INVESTMENT & FINANCE AGM Management For For
year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
CO. LTD.
Q2
CHOLAMANDALAM
CO. LTD.
Q2
CIFL has paid an interim dividend of Rs. 1. 3 per equity share on 25 February 2021
CHOLAMANDALAM Confirm interim dividend of Rs 1.3 per share and
and proposes a final dividend of Rs 0. 7 per share for FY21. Total dividend payout
30-Jul-2021 INVESTMENT & FINANCE AGM Management approve final dividend of Rs 0.7 per share (face For For
for FY21 aggregates Rs. 1. 6 bn. The total dividend payout ratio is 10. 9% of the
CO. LTD. value of Rs. 2.0 per equity share)
Q2 standalone PAT.
CHOLAMANDALAM
Reappoint Ravindra Kumar Kundu (DIN: Ravindra Kumar Kundu has been Executive Director of CIFL since January 2020.
07337155) as director liable to retire by rotation He retires by rotation and his reappointment is in line with statutory requirements.
Q2 CO. LTD.
S. R. Batliboi and Associates’ will be completing a tenure of 4 years at the AGM of

2021. Following the April 2021 RBI Guidelines for Appointment of Statutory
Auditors of Banks and NBFCs, S. R. Batliboi and Associates will be ineligible to
continue beyond 30 September 2021. S. R. Batliboi and Associates will resign
CHOLAMANDALAM effective upon signing the limited review reports for the quarter ending 30 June
Appoint Price Waterhouse LLP, as joint statutory
30-Jul-2021 INVESTMENT & FINANCE AGM Management For For 2021. In compliance with the RBI circular, the statutory audit of the company
auditors for three years and fix their remuneration
CO. LTD. should be conducted under joint audit of a minimum of two audit firms.
Accordingly, the company recommends the appointment of Price Waterhouse LLP
and Sundaram & Srinivasan as joint statutory auditors for a term of three years. The
company proposes up to Rs 5. 2 mn as statutory audit fees for FY22 in aggregate
for both the statutory auditors.
Q2

continue beyond 30 September 2021. S. R. Batliboi and Associates will resign
CHOLAMANDALAM effective upon signing the limited review reports for the quarter ending 30 June
Appoint Sundaram & Srinivasan, as joint statutory
30-Jul-2021 INVESTMENT & FINANCE AGM Management For For 2021. In compliance with the aforesaid RBI circular, the statutory audit of the
CO. LTD. company should be conducted under joint audit of a minimum of two audit firms.
Accordingly, the company recommends the appointment of Price Waterhouse LLP
and Sundaram & Srinivasan as joint statutory auditors for a term of three years. The
company proposes up to Rs 5. 2 mn as statutory audit fees for FY22 in aggregate
for both the statutory auditors.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
CHOLAMANDALAM Appoint Vellayan Subbiah (DIN 0113875) as Non- Vellayan Subbiah, 52, is part of the promoter group and was the company’s
30-Jul-2021 INVESTMENT & FINANCE AGM Management Executive Non-Independent Director liable to retire For For Managing Director from 19 August 2010 to 18 August 2017. His appointment is in
Q2 CO. LTD. by rotation line with statutory requirements.
CHOLAMANDALAM Appoint M.A.M. Arunachalam (DIN: 00202958) as M. A. M. Arunachalam, 54, is part of the promoter group and the Chairperson of
30-Jul-2021 INVESTMENT & FINANCE AGM Management Non-Executive Non-Independent Director liable to For For Tube Investments of India Limited and Parry Enterprises India Limited (PEIL). His
CO. LTD. retire by rotation appointment is in line with statutory requirements.
Q2
Anand Kumar, 53, is Co-founder and Partner of Gateway Partners (an investment
firm focused on growth capital and strategic opportunities across markets in
CHOLAMANDALAM Appoint Anand Kumar (DIN: 00818724) as
Southeast Asia, South Asia, the Middle East and Africa) He has over 28 years of
30-Jul-2021 INVESTMENT & FINANCE AGM Management Independent Director for five years from 16 March For For
experience in investments, mergers & acquisitions, equity capital markets and
CO. LTD. 2021
leveraged finance in Southeast Asia. His appointment is in line with statutory
Q2 requirements.
Bharath Vasudevan, 46, is the Chief Revenue Officer of Trust IQ Pvt. Ltd. (an
CHOLAMANDALAM Appoint Bharath Vasudevan (DIN: 09104808) as advanced data science and technology company and a large providers of credit risk
30-Jul-2021 INVESTMENT & FINANCE AGM Management Independent Director for five years from 16 March For For profile in Asia). He has over 20 years of experience, in retail financial services
CO. LTD. 2021 across geographies and companies. His appointment is in line with statutory
Q2 requirements.
CHOLAMANDALAM
Issuance of non-convertible debentures (NCDs) on The issuance of debt securities on private placement basis will be within the
a private placement basis upto Rs. 300.0 bn company’s borrowing limit of Rs. 750 bn.
Q2 CO. LTD.
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management For For
Declare final dividend of Rs. 15.0 per equity share The total dividend outflow for FY21 is Rs. 355. 9 mn and the dividend payout ratio
Q2 (face value of Rs. 10.0) for FY21 is 35% of standalone PAT.
R. S. Subramanian, 55, Senior Vice President and Managing Director, DHL
Reappoint R.S. Subramanian (DIN:02946608) as Express India Pvt. Ltd. And member of DHL Express Asia Pacific Management
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For Board has been on the board of the company since March 2019 and attended all the
retire by rotation board meetings in FY21. He retires by rotation and his reappointment is in line with
Florian Ulrich Bumberger, 42, is divisional CHRO, Chief of Staff & Programs of
DHL eCommerce Solutions and member of the Deutsche Post DHL Group HR
Appoint Florian Ulrich Bumberger (DIN 09045904)
Board. He has been in strategic, business development and financial positions and
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management as Non-Executive Non-Independent Director from For For
currently is responsible for divisional strategic initiatives & programs, M&A and
24 February 2021, liable to retire by rotation
Compliance at DHL eCommerce Solutions. His appointment is in line with the
Q2
Sebastian Paebens, 47, is CFO of DHL eCommerce Solutions and has been with
Appoint Sebastian Paebens (DIN: 09058693) as the Deutsche Post DHL Group since 2008. At the group he has held various
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management Non-Executive Non-Independent Director from 24 For For management positions namely CFO DHL eCommerce and CFO DHL eCommerce
February 2021, liable to retire by rotation and DHL Parcel Europe. He is also a member of Deutsche Post DHL Group’s
Finance Board. His appointment is in line with the statutory requirements.
Q2
As per Balfour Manuel’s remuneration terms approved by shareholders in the 2020
AGM, the maximum approved incentive payable was Rs. 13. 7 mn, based on
achievement of profitability level and other performance parameters. For FY21,
Approve additional incentive of Rs. 0.7 mn, to Blue Dart Express’ financial performance has improved, with revenues increasing
Balfour Manuel (DIN: 8416666), Managing by 4% to Rs. 33. 8 bn and net profit of Rs. 1. 0 bn versus a loss Rs. 0. 4 bn in the
Director, in addition to approved FY21 incentive prior year. Further, median remuneration of all employees increased by 3. 42% and
Rs. 13.7 mn, for 31 December 2020 average remuneration of all employees increased by 4. 01%. Given the above, the
additional incentive of Rs. 0. 7 mn for 31 December 2020, in addition to the
approved FY21 amount is reasonable. His overall remuneration for FY21 will
aggregate to Rs. 32. 0 mn which is in line with peers.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Balfour Manuel, Managing Director has been on the board since 16 May 2019. His
remuneration for FY21, inclusive of a performance incentive pay of Rs. 14. 4 mn
was Rs. 32. 0 mn. The proposed remuneration, as per his revised remuneration
Revise remuneration of Balfour Manuel (DIN:
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management For For terms for FY22 is estimated at Rs. 33. 2 mn, 39% being variable, which is capped.
08416666), Managing Director for FY22
A professional, his remuneration is commensurate with size and scale of business
and in line with peers. As a good practice, companies must disclose performance
metrics that determine variable pay.
Q2
Reappoint Air Marshal M. McMahon (DIN:
00234293), as Independent Director for three years
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management For For Good Candidature.
from 10 February 2022 and approve his
Q2 continuation since he is over 75 years of age
Ms. Kavita Nair, 48, was the Chief Digital Transformation Officer of Vodafone
Reappoint Ms. Kavita Nair (DIN: 07771200), as
Idea Limited and spent 22 years with the Vodafone Group. She has been on the
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management Independent Director for five years from 26 For For
board since March 2019 and has attended all the board meetings in FY21. Her
September 2021
Commission over the past five years has ranged between 0. 2% to 0. 5% of
standalone profit before tax. The past commission is reasonable and in line with
30-Jul-2021 BLUE DART EXPRESS LTD. AGM Management Directors upto 1% of the net profits for a period of For For
market practices. However, the company must consider setting a cap in absolute
five years from 1 August 2021
Q2 terms on the commission payable.
We have relied upon the auditors’ report, which has placed an emphasis of matter,
in the standalone statements, highlighting the claims made on erstwhile Satyam by
37 companies for repayment of Rs 12. 3bn allegedly given as advances. Given the
lack of clarity on judgement by City Civil Court, the company has concluded that
30-Jul-2021 TECH MAHINDRA LTD. AGM Management For For the claims made by these companies to erstwhile Satyam will not sustain on
ultimate resolution by the respective courts. The auditors’ opinion is not modified in
respect of this matter. Based on the auditors’ report, which is unqualified, the
financial statements are in accordance with generally accepted accounting policies
and Indian Accounting Standards (IND-AS).
Q2
in both standalone and consolidated financial statements, highlighting the claims
made by on erstwhile Satyam by 37 companies for repayment of Rs 12. 3bn
allegedly given as advances. Further there is an emphasis of matter on Satyam
Venture Engineering Services Private Ltd (SVES) regarding a contingency
provision of Rs 2,497 mn (as on 31 March 2021), first created in FY 2006 for
writing back of sales commission. This provision continues till date since the legal
proceedings between Tech Mahindra & Venture Global LLC is still subjudice.
30-Jul-2021 TECH MAHINDRA LTD. AGM Management For For Lastly the auditors have also highlighted that the financials of SVES for the period
FY 2012 to FY 2020 have not been approved as the articles of SVES require
unanimous consent of both shareholders for adoption of financial statements and
one of the shareholders abstained from voting. Accordingly financial statements for
FY 2021 incorporate opening balances of such financial statements and
adjustments, if any, will be made as and when determined. The auditors’ opinion is
not modified in respect of these matters. Based on the auditors’ report, which is
unqualified, the financial statements are in accordance with generally accepted
accounting policies and Indian Accounting Standards (IND-AS).
Q2
Tech Mahindra has paid interim dividend of Rs. 15. 0 per equity share (special
Approve final dividend of Rs. 15.0 per share, a dividend) on 12 November 2020 and is proposing to pay Rs. 30. 0 per equity share
special dividend of Rs 15.0 per share and confirm (face value Rs. 5. 0 per share) as final dividend which includes a special dividend of
30-Jul-2021 TECH MAHINDRA LTD. AGM Management For For
payment of interim dividend of Rs.15.0 per share of Rs 15. 0 per share. Total dividend payout for FY21 is Rs. 45. 0 per share and
face value of Rs.5.0 for FY21 aggregates to Rs. 43. 6 bn. The total dividend payout ratio is 102. 8% of the
Q2 standalone PAT.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Dr. Anish Shah, 51, is currently the Managing Director and Group CEO for the
Mahindra Group. He is responsible for the Group Corporate Office and complete
Reappoint Dr. Anish Shah (DIN: 02719429) as Non-
oversight of all businesses other than the auto and farm sectors. Dr. Anish Shah’s
30-Jul-2021 TECH MAHINDRA LTD. AGM Management Executive Non-Independent Director, liable to retire For For
prior role in the Mahindra and Mahindra Limited was Deputy Managing Director
by rotation
and Group CFO. He attended 100% of the meetings held in FY21. His
reappointment as director, retiring by rotation meets all statutory requirements.
Q2
Manoj Bhat, 48, is currently the, Group CFO of the Mahindra Group. He leads the
Mahindra Group’s finance vertical. In his prior role he was the Chief Financial
Officer of Tech Mahindra Limited, responsible for the Finance function and
Appoint Manoj Bhat (DIN: 05205447) as Non- overseeing Secretarial functions across 160 subsidiaries and over 90 countries. He
30-Jul-2021 TECH MAHINDRA LTD. AGM Management Executive Non-Independent Director w.e.f. 2 April For For started his career at HCL Perot Systems and worked in various finance leadership
2021, liable to retire by rotation roles across multiple geographies. He has a Bachelor’s degree in Technology from
IIT Mumbai and a Postgraduate Diploma in Management (PGDM) from IIM
Bangalore. His appointment as Non-Executive Non-Independent Director on the
board of the company is in line with all statutory requirements.
Q2
Under the scheme, upto 3. 1 mn stock options will be granted to employees via
primary issue of shares, representing 4% of the paid-up capital as on 31 March
Approve JBCPL Employee Stock Option Scheme
J B CHEMICALS & 2021. The maximum vesting period is at the discretion of the board, while exercise
31-Jul-2021 Postal Ballot Management 2021 (ESOP 2021) under which upto 3.1 mn stock For For
PHARMACEUTICALS LTD. period is upto ten years from date of grant. We assess that this aligns management
options will be issued
interest with shareholder interest and is in best interest of the company over long
Q2 term.
Approve extension of the JBCPL Employee Stock The company proposes to extend ESOP 2021 scheme to the employees of its
J B CHEMICALS &
31-Jul-2021 Postal Ballot Management Option Scheme 2021 (ESOP 2021) to employees of For For subsidiary companies (Indian and overseas) and holding company. Our decision on
its subsidiary and/or holding company this resolution is linked to resolution #1.
Q2
Nikhil Chopra was appointed as CEO and Wholetime Director for five years from 5
October 2020. The company seeks to grant stock options to Nikhil Chopra
Approve grant of 1.55 mn stock options under exceeding 1% of the issued share capital of the company: he is being granted 1. 55
J B CHEMICALS &
31-Jul-2021 Postal Ballot Management ESOP 2021 to Nikhil Chopra, CEO and WTD, For For mn stock options, which is 50% of the ESOP 2021 scheme’s size and represents
which exceeds 1% of the issued share capital 2% of paid-up share capital on 31 March 2021. We recognise the contribution and
the expectation of senior leadership to drive performance and would approve the
grant in that context.
Q2
In an EGM held in March 2004, the company received approval for a stock option
scheme (old scheme). The scheme is no longer functional, and the company does
not plan to use the same going forward. All options granted under the said old
J B CHEMICALS & Approve withdrawal and revocation of employee
31-Jul-2021 Postal Ballot Management For For scheme are either exercised or have lapsed. The company has not made any grants
PHARMACEUTICALS LTD. stock option scheme set-up in the year 2004
under the old scheme since 2006. Further, the company is seeking approval for a
new scheme – ESOP 2021. Therefore, the company is seeking to withdraw and
revoke the old scheme w. E. F. 1 April 2021.
Q2
Under the ESOP 2021 scheme, Nikhil Chopra will be granted 1,545,642 options of
Approve payment of remuneration to Nikhil Chopra which 927,385 options will vest based on achievement of performance metrics and
J B CHEMICALS & (DIN: 07220097), CEO & WTD, in excess of 5% of 618,257 will vest over four years starting 1 April 2022. The company expects his
PHARMACEUTICALS LTD. net profits annually in event of exercise of stock remuneration to exceed the regulatory thresholds of 5% of net profit in case of
options, till the end of his term on 4 October 2025 exercise of stock options by him in the future. Our opinion on this resolution is
Q2 linked to resolution #6.
Nikhil Chopra’s revised cash remuneration is Rs. 60. 6 mn, of which 37% will be
Revise remuneration of Nikhil Chopra (DIN: variable and paid based on accomplishment of goals. In addition, he will receive a
J B CHEMICALS &
31-Jul-2021 Postal Ballot Management 07220097), CEO & WTD, from 1 April 2021 till For For one-time bonus of Rs. 3. 0 mn in FY22, and stock option grants. He will be granted
the end of his term on 4 October 2025 1,545,642 stock options. Nikhil Chopra is a professional whose skills carry a
market value, the proposed remuneration is in line with industry peers.
Q2
02-Aug-2021 WOCKHARDT LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Huzaifa Khorakiwala, 50, Promoter and Whole-Time Director, has been on the
Reappoint Huzaifa Khorakiwala (DIN: 02191870)
02-Aug-2021 WOCKHARDT LTD. AGM Management For For board since June 2009. He attended all board meetings held in FY21 and retires by
Q2
Approve remuneration of Rs. 335,000 for Kirit The total remuneration proposed is reasonable compared to the size and scale of
Q2 Mehta & Co as cost auditors for FY22 company’s operations.
Akhilesh Gupta, 68, is former Chairperson, Blackstone India and was with
Appoint Akhilesh Gupta (DIN: 00359325) as
Blackstone for nine years, till 2014. Prior to Blackstone India, he worked with
02-Aug-2021 WOCKHARDT LTD. AGM Management Independent Director for five years from 29 August For For
Reliance Industries Limited, Hindustan Unilever Limited and with companies in the
2020
US. His appointment is in line with statutory requirements.
Q2
Vinesh Kumar Jairath, 62, a Retired IAS officer was Former Managing Director of
Reappoint Vinesh Kumar Jairath (DIN: 00391684) SICOM and Principal Secretary of Industries in the Government of Maharashtra
02-Aug-2021 WOCKHARDT LTD. AGM Management as Independent Director for five years from 10 For For until 2008. He has been on the board of the company since November 2016. He
November 2021 attended all board meetings held in FY21. His reappointment is in line with
Huzaifa Khorakiwala, 50, is promoter director and has been associated with the
Approve payment of remuneration of Rs. 24.0 mn,
company since 1996. He is responsible for the overall management of the company,
to be considered as minimum remuneration, to
corporate administration and corporate social responsibility. He is the Executive
02-Aug-2021 WOCKHARDT LTD. AGM Management Huzaifa Khorakiwala, Executive Director for a For For
Director since April 2009. There has been no increase in Huzaifa Khorakiwala’s
period of two years from 31 March 2022 till expiry
remuneration since FY2018. For FY21, he was paid Rs. 24. 0 mn and his proposed
of his term on 30 March 2024
remuneration is expected to remain at Rs. 24. 0 mn.
Q2
Aman Mehta, 74, Former CEO, HSBC Limited has been on the company’s board
for the past 17 years. He attended all the board meetings in FY21. In keeping with
Approve continuation of Aman Mehta
SEBI’s LODR requirements, the company is seeking shareholder approval for his
02-Aug-2021 WOCKHARDT LTD. AGM Management (DIN:00359325) as Independent Director upon For For
continuation on the board upon attainment of 75 years of age. He will turn 75 years
attainment of 75 years of age on 1 September 2021
on 1 September 2021. While approval is needed for regulatory reasons, we do not
consider age a criterion for continuation as a director.
Q2
Approve payment of remuneration of Rs. 24.0 mn,
Murtaza Khorakiwala, 48, is Managing Director and also part of the promoter
to be considered as minimum remuneration, to
family. There has been no increase in Murtaza Khorakiwala’s remuneration since
02-Aug-2021 WOCKHARDT LTD. AGM Management Murtaza Khorakiwala, Managing Director for a For For
FY2018. For FY21, he was paid Rs. 24. 0 mn and his proposed remuneration is
period of two years from 31 March 2022 till expiry
expected to remain at Rs. 24. 0 mn.
Q2 of his term
At current market price of Rs. 567. 8, to raise Rs. 15. 0 bn, 2. 6 mn fresh shares
need to be allotted. If we assume entire amount is raised, this will result in equity
Issue securities of equity of upto Rs.15.0 bn through dilution of ~2. 3% on expanded capital base. The consolidated borrowings of the
Qualified Institutional Placement (QIP) company as on 31 March 2021 stood at Rs. 23. 3 bn, with Debt/EBITDA ratio of
28. 1x and a Debt/Equity ratio of 0. 7x. We acknowledge that the credit profile of
the company is weak and possible dilution of the equity issuance is low.
Q2
02-Aug-2021 TITAN COMPANY LTD. AGM Management For For
Approve final dividend of Rs. 4.0 per share of face The total dividend outflow for FY21 is Rs. 3. 6 bn. The dividend payout ratio is 40.
Q2 value Rs.1.0 each 6%, versus 23. 5% in the prior year.
V Arun Roy, 42, is a represents the co-promoter, TIDCO on the board and is
Reappoint V Arun Roy (DIN: 01726117) as Non- Special Secretary to Government of Tamil Nadu, Industries Department. He was
02-Aug-2021 TITAN COMPANY LTD. AGM Management Executive Non-Independent Director, liable to retire For For appointed onto the board on 26 November 2018. He might have attended fewer
by rotation meetings because of government work but was well aware and participated in
Q2 giving his views.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ashwani Puri, 64, Managing Partner, Veritas Advisors, has been on the board of
Titan since 6 May 2016. He is a Chartered Accountant. He has served on various
Reappoint Ashwani Puri (DIN: 00160662) as an committees of the Banking Division/Ministry of Finance, Ministry of Corporate
02-Aug-2021 TITAN COMPANY LTD. AGM Management Independent Director from 3 August 2021 upto 5 For For Affairs and INSOL International and served as a member of
May 2026 PricewaterhouseCoopers Global Advisory Leadership Team. He has attended all
board meetings in FY21. His reappointment is in line with the statutory
Q2 requirements.
Sandeep Singhal, 54, is the Co-Founder of Nexus Venture Partners Ltd, that
manages over USD 1. 5 billion and has an active portfolio of over 75 companies
Appoint Sandeep Singhal (DIN: 00422796) as an
across various industries like technology, enterprise, consumer services, internet and
02-Aug-2021 TITAN COMPANY LTD. AGM Management Independent Director for five years from 11 For For
mobile, alternate energy and agribusiness sectors. He also co-founded Medusind
November 2020
Solutions, a healthcare BPO and was MD and co-founder of eVentures India. His
Q2
Pankaj Kumar Bansal, 51, represents the co-promoter, TIDCO on the board and is
Appoint Pankaj Kumar Bansal (DIN: 05197128) as Chairperson and Managing Director of TIDCO. An IAS Officer, he is well versed
02-Aug-2021 TITAN COMPANY LTD. AGM Management Non-Executive Non-Independent Director from 16 For For with the workings of the government as has held key positions in various
June 2021, liable to retire by rotation departments in the Government of Tamil Nadu. His appointment is in line with
The company seeks shareholders’ permission to authorize the board to appoint
02-Aug-2021 TITAN COMPANY LTD. AGM Management Authorize the board to appoint branch auditors For For branch auditors in consultation with the statutory auditor and fix their remuneration,
Q2 for its existing and future branch offices outside India.
CARBORUNDUM Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
02-Aug-2021 AGM Management For For
UNIVERSAL LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
We have relied upon the auditors’ report, which has highlighted material
uncertainty related to the going concern status of a step-down subsidiary company
CARBORUNDUM Adoption of consolidated financial statements for
02-Aug-2021 AGM Management For For (51% promoter holding): Foskor Zirconia (Pty) Limited, South Africa (FZPL).
UNIVERSAL LTD. the year ended 31 March 2021
Except for this matter, the auditors are of the opinion that the financial statements
Q2
Confirm interim dividend of Rs. 1.5 and declare The total dividend for FY21 is Rs. 568. 8 mn and the payout ratio is 30. 9% of the
CARBORUNDUM
02-Aug-2021 AGM Management final dividend of Rs. 1.5 per equity share (face value For For standalone PAT, in line with the target payout ratio articulated in the dividend
UNIVERSAL LTD.
Q2 of Re. 1.0) for FY21 distribution policy.
M M Murugappan, 65, is part of the promoter group and Non-Executive
Chairperson on board. Has holds over 43 years of experience in areas of
technology, research and development, strategy and business development, and
Reappoint M M Murugappan (DIN: 00170478) as
CARBORUNDUM human resources. He holds a Bachelor’s of Technology in Chemical Engineering
02-Aug-2021 AGM Management Non-Executive Non-Independent Director, liable to For For
UNIVERSAL LTD. from University of Madras and Master’s degree in Chemical Engineering from
retire by rotation
University of Michigan, USA. He attended 100% board meetings held in FY21
(7/7). He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Sridharan Rangarajan, 55, is a qualified chartered accountant and has been

associated with the company since 2011. He was the CFO of the company till
January 2018, post which he was appointed as the President and Group CFO of the
Murugappa Group. He holds over three decades of experience in banking,
Appoint Sridharan Rangarajan (DIN: 01814413) as manufacturing, contracting, service and distribution businesses. We estimate his
Whole Time Director designated as Director - annual remuneration at Rs. 27. 9 mn, including stock options. In his previous role
CARBORUNDUM
02-Aug-2021 AGM Management Finance & Strategy for five years from 1 July 2021, For For as Group CFO, Murugappa group, he was paid remuneration of Rs. 24. 5 mn for
UNIVERSAL LTD.
not liable to retire by rotation and fix his FY21. Companies must cap remuneration in absolute amounts and define
remuneration performance metrics for variable pay. Further, the company must disclose the
quantum of stock options that may be granted to him over his tenure.
Notwithstanding, we understand that he is a professional and his skills carry a
market value. His remuneration is in line with peers and commensurate with the
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
M M Murugappan is part of the promoter family and Non-Executive Chairperson

on board. The company has stated that he manages relationships with the
company’s business partners, looks after the matters connected with the
Approve payment of Rs. 10.0 mn as commission to organization culture and represents the company in events and functions of
CARBORUNDUM M M Murugappan which may exceed 50% of total industrial bodies. SEBI LODR regulations require shareholders’ approval when the
UNIVERSAL LTD. remuneration paid to Non-Executive Directors in remuneration to a non-executive director exceeds 50% of the total annual
FY22 remuneration payable to all non-executive directors. We understand that as
promoter, he will play a material role to play in establishing strategic direction and
governance structures – even while being appointed in a non-executive capacity.
We believe his remuneration is commensurate with his responsibilities.
Q2
Ratify remuneration of Rs. 450,000 to S.
CARBORUNDUM The proposed remuneration is commensurate with the size and complexity of the
02-Aug-2021 AGM Management Mahadevan & Co. as cost auditors for financial year For For
UNIVERSAL LTD. business.
Q2 ending 31 March 2022
02-Aug-2021 TATA METALIKS LTD. AGM Management For For
Approve final dividend of Rs. 4.0 per share of face The total dividend outflow for FY21 is Rs. 126. 3 mn. The dividend payout ratio for
Q2 value Rs. 10.0 each FY21 is 5. 7%.
Sanjiv Paul, 58, is Vice-President – Safety, Health and Sustainability at Tata Steel
Reappoint Sanjiv Paul (DIN: 00086974) as Limited. He attended 100% (8 out of 8) board meetings in FY21. He is liable to
Director, liable to retire by rotation retire by rotation. His reappointment as Non-Executive Non-Independent Director
Tata Metaliks will procure iron ore lump and fines, coke, manganese ore and fines,
Approve related party transactions up to Rs. 6.51 bn
and various other services, facilities as required (‘raw material and other resources’)
with Tata Steel Limited (holding company) for
02-Aug-2021 TATA METALIKS LTD. AGM Management For For from Tata Steel Limited for a maximum aggregate value of Rs. 6. 51 bn for FY22.
purchase of iron ore lumps and fines, manganese
The proposed transaction will be in the ordinary course of business and at arms-
ore and fines and other resources in FY22
Q2 length.
T S Global Procurement Company Pte. Ltd (T S Global) is the central procurement

Approve related party transactions up to Rs.3.54 bn
agency for coke, steel and raw material, for the Tata Steel group of companies. Tata
with T S Global Procurement Company Pte. Ltd
02-Aug-2021 TATA METALIKS LTD. AGM Management For For Metaliks, as a subsidiary of Tata Steel Limited, by sourcing coke from T S Global,
(fellow subsidiary) for purchase of coal/ coke in
will benefit from the economies of scale. The proposed transaction will be in the
FY22
ordinary course of business and at arms-length.
Q2
TML proposes to procure steel items and provide inter corporate loans to TSDPL
up to Rs. 6. 1 bn in FY22. The intercorporate loans will be used to park any surplus
fund available for a short period. The proposed transactions will be at arm’s length
Approve related party transactions up to Rs. 6.1 bn price and in the ordinary course of business. The company should have sought
with Tata Steel Downstream Products Limited separate approvals for procuring steel items and granting intercorporate loans to
(fellow subsidiary) for purchase of steel items and TSDPL. Further, the company has not disclosed a cap on the amount of short-term
providing inter corporate loans in FY22 loans that can be granted to TSDPL or terms of lending: we believe that lending
rates must be linked to the credit rating of the borrower. Even so, we take comfort
from the fact that TDSPL has a strong credit rating, and the approval under the
resolution will be valid for one year.
Q2
Ratify remuneration of Rs. 300,000 to Shome & The total remuneration proposed is reasonable compared to the size and scale of the
related issues raised and that financials of FY21 are not comparable with those of
FY20 on account of the merger with Syndicate Bank, the auditors are of the opinion
Adoption of financial statements for the year ended accounting principles and Indian Accounting Standards (IND-AS). Typical of
03-Aug-2021 CANARA BANK AGM Management For For
31 March 2021 public sector banks, Canara Bank has four joint auditors (D. K. Chhajer & Co, S.
N. K. & Co. , N. K. Bhargava & Co. And Rao & Emmar). The audit committee
must provide clarity on how it establishes accountability of these auditors and
ensures that issues do not fall through the cracks, while allocating audit
responsibilities.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
At current market price of Rs 151. 75 per share, the bank can issue upto 164. 7 mn
shares to raise the entire 25. 0 bn, which will reduce GoI’s equity to 63. 0% from
the current 69. 3% and will lead to an equity dilution of about 9. 1% on the
Issue of equity shares up to Rs. 25.0 bn by way of expanded capital base. On 31 March 2021, the bank’s CET-1 ratio was 8. 61% and
03-Aug-2021 CANARA BANK AGM Management FPO / QIP/ Rights Issue / private placement or any For For Tier I ratio was 10. 08%, and total capital adequacy ratio was 13. 12%. With the
other mode or combination thereof uncertainty on account of the COVID-19 pandemic, raising capital and
strengthening the balance sheet will help protect the bank against unforeseen risks
and aid in improving its competitive positioning in the market, helping ensure
capital adequacy remains above the regulatory norms.
Q2
Canara Bank seeks shareholders’ approval to set-off accumulated losses amounting
to Rs. 185. 0 bn, outstanding as on 31 March 2021, against the balance in the
securities premium account, which will reduce to Rs. 116. 6 bn from Rs. 301. 6 bn
(consolidated) on 1 April 2021 for FY22. The bank believes that the proposed
Appropriation of accumulated losses of Rs 185.0 bn
03-Aug-2021 CANARA BANK AGM Management For For transaction will help present a true and fair view of the bank’s financial position and
from Share Premium Account
improve its distributable reserves and further enable it to declare dividends. Post set-
off, there will be no change in the book value of the shares, capital structure or in
the shareholding pattern of the bank. The proposed transaction represents an
accounting adjustment and will not impact the interests of minority shareholders.
Q2
03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management For For statements are prepared in accordance with the generally accepted accounting
Q2 principles.
Reappoint Nadir B. Godrej (DIN: 00066195) as a
Nadir B. Godrej, 70, represents the promoter family on the board. He is currently
03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
the MD of Godrej Industries. His reappointment meets all statutory requirements.
Reappoint Pirojsha Godrej (DIN: 00432983) as Pirojsha Godrej was paid a remuneration of Rs. 73. 5 mn in FY21, which is 61. 4x
Executive Chairperson for another term of three median employee remuneration. Though remuneration looks high its in line with
03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management For For
years from 1 April 2021 and fix his remuneration as few other real estate where family takes the salary. Given Mr. Godrej focus on
minimum remuneration scaling the business and time he is devoting we voting for it.
Q2
Reappoint Mohit Malhotra (DIN: 07074531) as
Managing Director and CEO for another term of
03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management For For No major concern identified, He has helped scale the organization.
three years from 1 April 2021 and fix his
Q2 remuneration as minimum remuneration
Approve additional provision of Rs. 400.0 mn Mr. Malhotra long term incentive is to motivate him to deliver. Profit of real estate
03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management towards long term incentive of Mohit Malhotra for For For company may vary in profit and loss account due to account changes and so we
Q2 FY21, which exceeds regulatory thresholds have to see how is the organization being scaled up.
Increase the quantum of options under the Godrej

03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management Properties Limited Employees Stock Grant Scheme For For No Concern identified. Good policy to give esgs.
2011 (GPL ESGS) by 500,000 options
Q2
Approve remuneration of Rs. 116,000 for R The total remuneration proposed is reasonable compared to the size and scale of the
03-Aug-2021 GODREJ PROPERTIES LTD. AGM Management For For
Q2 Nanabhoy & Co. as cost auditors for FY22 company’s operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
in the standalone and consolidated statements describing the effect on business
operations and financial position of the Group due to one of the largest customer’s
ability to continue as going concern. The customer’s assumption of going concern is
dependent on successful negotiations with lenders and its ability to generate the
cash flow from its operations to settle/refinance its liabilities and guarantees as they
fall due. On 4 September 2020, the Board of Directors of the customer approved the
fund-raising plan of up to Rs 250 bn. Further, the said customer made an interest
bearing (6% p. A. ) prepayment of Rs 24. 0 bn to the Group towards its future
obligations under MSA. Additionally, the payment obligations of the said customer
Adoption of standalone and consolidated financial are secured through a share pledge of over 190,657,769 shares held in the company
03-Aug-2021 INDUS TOWERS LTD. AGM Management For For
statements for the year ended 31 March 2021 by one of the promoters who is also the promoter of the said customer. Also, the
company will have a secondary pledge, over the above promoter’s remaining shares
in the company and the corporate guarantee by such promoter, up to a maximum of
Rs 42. 5 bn. Given such security and the guarantee by the promoter group of such
customer, uncertainty in regard of recovery of trade receivables for the next one
year has been mitigated. However, the loss of the significant customer or the failure
to attract new customers could have an adverse effect on the business, results of
operations and financial condition of the Group. The auditors’ opinion is not
modified in respect of these matters. Based on the auditors’ report, which is
Q2
Ratify the interim dividends aggregating Rs 20.1 per
03-Aug-2021 INDUS TOWERS LTD. AGM Management For For Rs. 10. 5 in FY20. The total dividend outflow for FY21 is Rs. 52. 3 bn and the
share of face value Rs 10.0 each for FY21
Rajan Bharti Mittal, 61, is Vice Chairperson, Bharti Enterprises. He has attended
Reappoint Rajan Bharti Mittal (DIN: 00028016) as
03-Aug-2021 INDUS TOWERS LTD. AGM Management For For 100% of the board meetings in FY21. His reappointment is in line with statutory
Q2 requirements.
Sharad Bhansali, 64, is Managing Partner of APJ-SLG Law Offices (ASL), Delhi.
Prior to joining the legal practice, he was a member of the Indian Revenue Services
Appoint Sharad Bhansali (DIN: 08964527) as
(Customs & Central Excise) where he worked as a Director in Antidumping and
03-Aug-2021 INDUS TOWERS LTD. AGM Management Independent Director for a term of five years w.e.f. For For
Trade Policies Division of the Ministry of Commerce from 1995 to 2000. He has
19 November 2020
attended 100% of the meetings held since his appointment in FY21. His
appointment as Independent Director is in line with statutory requirements.
Q2
Ms. Sonu Halan Bhasin, 57, is Founder, FAB-Families And Business and Editor-in-
Chief, Families And Business magazine. She is Former COO, Tata Capital Limited.
Ms. Sonu Halan Bhasin serves on the boards of four listed companies (including
Appoint Ms. Sonu Halan Bhasin (DIN: 02872234) Indus Towers Ltd). We dot support appointment of independent directors, engaged
03-Aug-2021 INDUS TOWERS LTD. AGM Management as Independent Director for a term of five years For For in full-time roles, on boards of more than three listed companies, given the
w.e.f. 19 November 2020 responsibilities that are involved and the time constraints that follow. However, the
company has clarified that she has devoted sufficient time since her appointment on
the board and there is no conflict in terms of her availability due to other role
discharged by her. Hence, we support her appointment.
Q2
Balesh Sharma, 56, is Managing Director, Vodacom South Africa. He is former
Appoint Balesh Sharma (DIN: 07783637) as Non- Director of Special Projects, Vodafone Group. Prior to this he was CEO, Vodafone
03-Aug-2021 INDUS TOWERS LTD. AGM Management Executive Non-Independent Director, liable to retire For For Idea and COO, Vodafone India. He has attended 67% (2 out of 3) of the meetings
by rotation, w.e.f. 19 November 2020 held since his appointment in FY21. His appointment as Non-Executive Non-
Independent Director is in line with statutory requirements.
Q2
Gopal Vittal, 54, is Managing Director & CEO (India & South Asia), Bharti Airtel
Appoint Gopal Vittal (DIN: 02291778) as Non-
Ltd. He has attended 100% of the meetings held since his appointment in FY21.
03-Aug-2021 INDUS TOWERS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
His appointment as Non-Executive Non-Independent Director is in line with
by rotation, w.e.f. 19 November 2020
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Harjeet Singh Kohli, 47, is Group Director of Bharti Management Board. He has
Appoint Harjeet Singh Kohli (DIN: 07575784) as
attended 100% of the meetings held since his appointment in FY21. His
03-Aug-2021 INDUS TOWERS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
appointment as Non-Executive Non-Independent Director is in line with statutory
retire by rotation, w.e.f. 19 November 2020
Q2 requirements.
Randeep Singh Sekhon, 51, is Chief Technology Officer of Bharti Airtel India and
Appoint Randeep Singh Sekhon (DIN: 08306391)
South Asia. He has attended 67% (2 out of 3) of the meetings held since his
03-Aug-2021 INDUS TOWERS LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
appointment in FY21. His appointment as Non-Executive Non-Independent
to retire by rotation, w.e.f. 19 November 2020
Q2 Director is in line with statutory requirements.
Ravinder Takkar, 52, is Managing Director and Chief Executive Officer (MD &
Appoint Ravinder Takkar (DIN: 01719511) as Non-
CEO) of Vodafone Idea Limited. He has attended 100% of the meetings held since
03-Aug-2021 INDUS TOWERS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
his appointment in FY21. His appointment as Non-Executive Non-Independent
by rotation, w.e.f. 19 November 2020
Thomas Reisten, 48, a member of the Finance Leadership Team of Vodafone
Appoint Thomas Reisten (DIN: 06900067) as Non- Group Plc, UK, is currently Chief Financial Officer (CFO) of Vantage Tower Co,
03-Aug-2021 INDUS TOWERS LTD. AGM Management Executive Non-Independent Director, liable to retire For For Germany. He has attended 67% (2 out of 3) of the meetings held since his
by rotation, w.e.f. 19 November 2020 appointment in FY21. His appointment as Non-Executive Non-Independent
04-Aug-2021 J S W ENERGY LTD. AGM Management For For
dividend payout ratio is 176. 4%. The Rs. 3. 3 bn will erode the 31 March 2021
04-Aug-2021 J S W ENERGY LTD. AGM Management For For standalone on balance-sheet cash by almost 50%, which may be detrimental to the
(face value Rs.10 each)
company’s liquidity, especially in the current environment. The board must explain
its position on cash conservation and capital structure.
Q2
Sajjan Jindal, 61, is the Chairperson and Managing Director of JSW Energy
Limited. He is the promoter of the company and has held this post since October
2003. He attended 67% (4 out of 6) of board meetings in FY21 and 65% (11 out of
Reappoint Sajjan Jindal (DIN: 00017762) as 17) meetings over a three-year period. We have a threshold of 75% attendance of
Director the board meetings in the three-years prior to re-appointment. Notwithstanding,
since Sajjan Jindal is the promoter of the company and has the ultimate responsible
for its operations: we support his reappointment. We expect him to attend all board
meetings going forward.
Q2
Approve remuneration of Rs. 150,000 for SR The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Bhargave & Co. as cost auditors for FY22 company’s operations.
Munesh Khanna, 59, is a Chartered Accountant. In 2018, he set up Backbay

Advisors LLP, a strategy advisory and investment banking firm. In the past, he has
been the Managing Director and Country Head of NM Rothschild and Co. In India.
His work experience also includes Country Head of Investment Banking at DSP
Appoint Munesh Khanna (DIN:00202521) as Merrill Lynch and Country Leader of Corporate Finance and Restructuring at
04-Aug-2021 J S W ENERGY LTD. AGM Management Independent Director for a period five years w.e.f. For For PricewaterhouseCoopers as well as senior positions at Grant Thornton and Centrum
26 March 2021 Capital. He was Country Head-India of Arthur Andersen’s corporate finance
division. He has an understanding of tax and corporate affairs, and an expertise in
corporate finance, strategy and business restructuring. His appointment as
Independent Director for a period of five years is in line with statutory
requirements.
Q2
We recognize that JSW Steel needs to raise equity to fund its expansion plans. The
company has a target of increasing its power generation capacity from the existing
4,559 MW to 10,000 MW by FY25, with an estimated capital expenditure of Rs
Approve issuance of equity or equity linked 158 bn. If JSW Energy were to raise the entire Rs. 50. 0 bn at the current market
securities aggregating up to Rs. 50.0 bn price of Rs. 193. 7, it would have to issue ~258. 1 mn shares: this would result in an
equity dilution of ~ 13. 6% on the post issuance share capital. The funds raised
through the issue will help the company meet its stated expansion targets, while
maintaining or improving its capital structure.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
In order to take advantage of the prevailing global low interest rate environment,
JSWHEL, a wholly owned subsidiary, on 18 May 2021, raised Rs. 51. 6 bn (USD
707 mn) by issuing USD denominated senior secured Green Bonds, listed on the
Singapore exchange. The proceeds are to be used towards repayment of existing
green project-related Rupee-denominated debt. Substantially all of JSWHEL’s
Approve potential dilution of shareholding in, and a
assets, power purchase agreements, revenues from projects and a pledge over 51%
potential disposal of, the assets of JSW Hydro
04-Aug-2021 J S W ENERGY LTD. AGM Management For For of equity shares held by JSW Energy in JSWHEL will be provided as security.
Energy Limited (JSWHEL), a wholly owned
Since, JSWHEL is a material subsidiary and the company proposes to pledge
material subsidiary
greater than 50% of its shareholding, shareholder approval is required via a special
resolution. We raise concern that in the case of default on debt repayment, the
company runs a risk of losing its ownership of the subsidiary which contributes
to~20% of its consolidated profits. Even so, we observe that secured loans generally
have easier repayment terms, less restrictive covenants, and lower interest rates.
Q2
Approve grant of 1.2 mn options under the O P
04-Aug-2021 J S W ENERGY LTD. AGM Management Jindal Employees Stock Ownership Plan – 2021 For For In Line with the Regulation.
Q2 (OPJ ESOP 2021)
Approve the grant of 1.0 mn stock options to the
employees of subsidiaries under the O P Jindal
04-Aug-2021 J S W ENERGY LTD. AGM Management For For In Line with the Regulation.
Employees Stock Ownership Plan – 2021 (OPJ
Q2 ESOP 2021)
Authorize trust for secondary acquisition of shares
Q2 under OPJ ESOP 2021
Grant loan to the trust for purchase of shares under
Q2 OPJ ESOP 2021
Approve grant of 1.35 mn options under the O P

Jindal Samruddhi Plan – 2021 (OPJ SP 2021)
Q2
Approve the grant of 1.45 mn stock options to the
04-Aug-2021 J S W ENERGY LTD. AGM Management employees of subsidiaries under the O P Jindal For For In Line with the Regulation.
Q2 Samruddhi Plan – 2021 (OPJ SP 2021)
Authorize trust for secondary acquisition of shares
Q2 under OPJ SP 2021
Grant loan to the trust for purchase of shares under
Q2 OPJ SP 2021
04-Aug-2021 EPL LTD. AGM Management For For
The company declared an interim dividend of Rs 2. 05 per equity share in
Approve final dividend of Rs. 2.05 per share and
November 2020 and is now proposing a final dividend of Rs. 2. 05 per equity share.
04-Aug-2021 EPL LTD. AGM Management confirm interim dividend of Rs 2.05 per share of For For
The total outflow on account of dividend is Rs. 1. 3 bn. The dividend payout is at
face value Rs.2.0 each
Q2 84. 6%.
Amit Dixit, 48, is the Senior MD, Co-Head Asia Acquisitions and Head of India,
Reappoint Amit Dixit (DIN: 01798942) as Non- Blackstone Private Equity. He was appointed as Non-Executive Non-Independent
04-Aug-2021 EPL LTD. AGM Management Executive Non-Independent Director, liable to retire For For Director on the board of the company in August 2019. He has attended 100% of the
by rotation board meetings in FY21. His reappointment is in line with the statutory
Q2 requirements.
Dhaval Buch, 61, is a senior advisor to Blackstone and also consults with several
Appoint Dhaval Buch (DIN: 00106813) as Non-
Indian multinationals. Prior to this he was the Global Chief Procurement Officer for
04-Aug-2021 EPL LTD. AGM Management Executive Non-Independent Director, liable to retire For For
Unilever where he had a three-decades long career. He led the Supply Chain for
by rotation from 19 April 2021
Asia/Africa for Unilever. His appointment is in line with the statutory requirements.
Q2
Ratify remuneration of Rs. 133,100 payable to M/s. The total remuneration proposed to be paid to the cost auditors in FY22 is
04-Aug-2021 EPL LTD. AGM Management For For
R. Nanabhoy and Co., as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Issuance of redeemable non-convertible debentures EPL Ltd has a borrowing limit of Rs. 7. 0 bn and its aggregate standalone debt on
04-Aug-2021 EPL LTD. AGM Management (NCDs) on a private placement basis, aggregating For For 31 March 2021 was Rs. 1. 5 bn. Therefore, while not specifically mentioned, we
up to Rs. 3.0 bn believe the proposed issuance will be within the overall borrowing limit.
Q2
04-Aug-2021 BLUE STAR LTD. AGM Management For For
Q2 (face value of Rs. 2.0) for FY21 is 58. 4% of standalone PAT.
Ms. Sunaina Murthy, 47 is part of the promoter group and has been on board since
April 2019. She holds a Bachelor’s degree in Molecular Genetics from the
University of Rochester and a Master’s degree in Biotechnology from Northwestern
University. She has previously worked at a venture capital firm specializing in life
sciences and has co-managed a USD 3 billion healthcare fund for AIM Capital
Reappoint Ms. Sunaina Murthy (DIN: 07865860) as
Management, USA, making investments in publicly traded companies in the areas
04-Aug-2021 BLUE STAR LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
of biotechnology, medical devices, pharmaceuticals, hospitals and other healthcare
retire by rotation
services. She consults US and India based venture capital firms investing in life
sciences and healthcare sectors, and companies in the life sciences space. She has
been on the board of trustees of the Blue Star Foundation for the past six years. She
attended 100% board meetings held in FY21 (7/7). She retires by rotation and her
Q2
Ratify remuneration of Rs. 1,040,000 payable to The total remuneration proposed to be paid to the cost auditors in FY21 is
Narasimha Murthy & Co. as cost auditors for FY21 reasonable compared to the size and scale of operations.
Q2
CHOLAMANDALAM Adoption of standalone financial statements for the related issues raised, the auditors are of the opinion that the financial statements are
FINANCIAL HOLDINGS LTD. year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
CHOLAMANDALAM Adoption of consolidated financial statements for related issues raised, the auditors are of the opinion that the financial statements are
FINANCIAL HOLDINGS LTD. the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
The company proposes a final dividend of Rs 0. 55 per equity share of face value
CHOLAMANDALAM Approve final dividend of Rs 0.55 per share (face
04-Aug-2021 AGM Management For For Re. 1. 0 for FY21. The total dividend outflow including dividend distribution tax is
FINANCIAL HOLDINGS LTD. value of Rs. 1.0 per equity share)
Rs. 103. 2 mn. The dividend payout ratio is 51. 6% of standalone PAT.
Q2
M M Murugappan, 66, is a promoter and member of the Murugappa family. He is
Reappoint M. M. Murugappan (DIN: 00170478) as
CHOLAMANDALAM the Executive Chairman of the Murugappa Group Corporate Advisory Board. He
04-Aug-2021 AGM Management Non-Executive Non-Independent Director liable to For For
FINANCIAL HOLDINGS LTD. attended 100% of the meetings held in FY21. His reappointment is in line with
retire by rotation
CHOLAMANDALAM Appoint Sharp & Tannan Associates as statutory
04-Aug-2021 AGM Management For For continue as statutory auditors beyond 30 September 2021. Accordingly, the
FINANCIAL HOLDINGS LTD. auditors for three years and fix their remuneration
company recommends the appointment of Sharp & Tannan as statutory auditors for
a term of three years. The company proposes up to Rs 1. 25 mn as statutory audit
Q2 fees for FY22.
Vellayan Subbiah, 52, is part of the promoter group and was the Managing Director
of Cholamandalam Investment and Finance Company Ltd. From 19 August 2010 to
Appoint Vellayan Subbiah (DIN 0113875) as Non-
CHOLAMANDALAM 18 August 2017. He is currently the Chairman of Cholamandalam Investment and
04-Aug-2021 AGM Management Executive Non-Independent Director liable to retire For For
FINANCIAL HOLDINGS LTD. Finance Company Ltd. And CG Power and Industrial Solutions Ltd. And the
by rotation
Managing Director of Tube Investments of India Ltd. His appointment is in line
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
GODREJ CONSUMER Adoption of standalone and consolidated financial
04-Aug-2021 AGM Management For For statements are prepared in accordance with the generally accepted accounting
PRODUCTS LTD. statements for the year ended 31 March 2021
Q2 principles.
Reappoint Nadir Godrej (DIN: 00066195) as Non-
GODREJ CONSUMER Nadir Godrej, 70, represents the promoter family on the board. He is currently the
04-Aug-2021 AGM Management Executive Non-Independent Director, liable to retire For For
PRODUCTS LTD. MD of Godrej Industries. His reappointment meets all statutory requirements.
Q2 by rotation
GODREJ CONSUMER Approve remuneration of Rs. 0.64 mn for PM The total remuneration proposed is reasonable compared to the size and scale of the
Q2 PRODUCTS LTD. Nanabhoy & Co. as cost auditors for FY22 company’s operations.
Sudhir Sitapati, 44, holds over two decades of experience in Marketing and General
Appoint Sudhir Sitapati (DIN: 01776688) as
Management and was the Executive Director - Foods and Refreshment at
GODREJ CONSUMER Managing Director and CEO of the company for a
04-Aug-2021 AGM Management For For Hindustan Unilever Limited (HUL). His salary including variable may be on higher
PRODUCTS LTD. term of five years from 18 October 2021 and fix his
side but this has to be looked in line with predessor and the experience he brings to
remuneration
Q2 add value.
We have relied upon the auditors’ report: the auditors have called attention to the
fact that auditors of branches located in Abu Dhabi, Sri Lanka, South Africa and a
jointly controlled operation at South Africa have given an emphasis of matter
paragraph, in relation to the going concern assumption used for preparation of
04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management For For financial statements. Basis the management’s assessment, the company can
adequately source the funding required at the branches and jointly controlled
operation. Based on the auditors’ report, which is unqualified, the financial
statements are in accordance with generally accepted accounting policies and Indian
Accounting Standards (IND-AS).
Q2
The company proposes a final dividend of Rs. 4. 0 per share of face value of Rs. 2.
Declare final dividend of Rs. 4.0 per equity share of
04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management For For 0 for the year ending on 31 March 2021. The total outflow is Rs. 1. 0 bn and the
face value of Rs. 2.0 for FY21
Q2 payout ratio is 15. 9% of the standalone profits.
Vimal Kejriwal, 60, has been MD & CEO of KEC International since April 2015.
Reappoint Vimal Kejriwal (DIN: 00026981) as
04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management For For He has attended all five board meetings in FY21. He retires by rotation and his
Director
The company has 42 branches across the world as of 31 March 2021. The company
Authorize the board to appoint branch auditors in is seeking approval to authorize the Board of Directors to appoint branch auditors in
04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management consultation with the statutory auditors and fix their For For consultation with the company’s statutory auditors for carrying out the audit of the
remuneration accounts of branches; be it existing, or which may be opened / acquired hereafter
Q2 within or outside India.

04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management taxes and reimbursement of out-of-pocket expenses For For
for Kirit Mehta & Co., as cost auditors for FY22
Q2
Vinal Kejriwal, 60, is the Managing Director and Chief Executive Officer of KEC
International. He was appointed on the board in April 2015. Vimal Kejriwal was
Reappoint Vimal Kejriwal (DIN:00026981) as paid Rs. 71. 9 mn in FY21 amounting to around 1% of FY21 PBT. His estimated
Managing Director and CEO for two years from 1 remuneration of RS. 92. 3 mn is commensurate with the size and scale of business
04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management For For
April 2022 and fix his remuneration as minimum and in line with his peers. However, his overall remuneration structure is open
remuneration ended and gives the board discretionary powers to fix variable component. The
company must cap variable remuneration in absolute amounts and outline
performance metrics that determine the variable remuneration.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Harsh V. Goenka, 63, is the promoter and Non-Executive Chairperson. He was paid
a commission of Rs. 62. 5 mn in FY20 and the company proposes to pay him a
commission of Rs. 84. 2 mn in FY21. As per SEBI LODR, 2015, approval of
shareholders through special resolution is required every year, in which the annual
Approve payment of Harsh V. Goenka’s remuneration payable to a single non-executive director exceeds 50% of the total
commission as Non-Executive Chairperson for annual remuneration payable to all non-executive directors. The aggregate
04-Aug-2021 K E C INTERNATIONAL LTD. AGM Management For For
FY21, in excess of 50% of the total annual commission to all non-executive directors in FY21 was Rs. 93. 8 mn which
remuneration payable to all non-executive directors includes Harsh V. Goenka’s commission of Rs. 84. 2 mn. His commission is
reasonable at 1. 1% of FY21 Profit before tax and commensurate with the size and
scale of operations. As promoter, he plays a material role in establishing strategic
direction and governance structures for the company– even while being appointed
in a non-executive capacity.
Q2
04-Aug-2021 HERO MOTOCORP LTD. AGM Management For For
Confirm interim dividend of Rs. 70.0 and declare The total dividend for FY21 aggregates to Rs. 105. 0 per share, while it was Rs. 90.
04-Aug-2021 HERO MOTOCORP LTD. AGM Management final dividend of Rs. 35.0 per equity share (face For For 0 in FY20. The total dividend outflow for FY21 is Rs. 21. 0 bn, while the dividend
Q2 value Rs. 2.0) for FY21 payout ratio is 70. 8%.
Pradeep Dinodia, 67, is Chairperson and Managing Partner, S. R. Dinodia & Co.
Reappoint Pradeep Dinodia (DIN:00027995) as
LLP. He has been on the board since March 2001. He attended all board meetings
04-Aug-2021 HERO MOTOCORP LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
in FY21. He retires by rotation and his reappointment is in line with statutory
retire by rotation
Q2 requirements.
Ratify remuneration of Rs. 300,000 to R J Goel & The total remuneration proposed is reasonable compared to the size and scale of
04-Aug-2021 HERO MOTOCORP LTD. AGM Management For For
Q2 Co, cost auditors for FY22 company’s operations.
Birender Singh Dhanoa, 63, is a Retd, Air Chief Marshal with 43 years of
experience. He has held several ranks in the Indian Air Force including as Chief of
Appoint Birender Singh Dhanoa (DIN: 08851613) the Indian Air Force. He also served as the Air Officer Commanding-in-Chief of
04-Aug-2021 HERO MOTOCORP LTD. AGM Management as Independent Director for five years from 1 For For Southwestern Air Command before taking over as the Vice Chief of Air Staff
October 2020 (VCAS) in May 2015. He is well versed with strategy planning, business
development and business operations. His appointment is in line with statutory
Q2 requirements.
Pawan Munjal, 66, is Promoter, Chairperson, Managing Director and CEO. He has
Reappoint Pawan Munjal (DIN: 00004223) as
been on the board since October 1986. During FY21, he attended all board
Whole-Time Director designated Chairperson &
meetings. His reappointment is in line with statutory requirements. During his
04-Aug-2021 HERO MOTOCORP LTD. AGM Management CEO, for five years from 1 October 2021 and For For
proposed term, he also will attain the age of 70 years, accordingly, as per
continuation of his directorship post attainment of
regulations, approval of the shareholders for his re-appointment is being sought by
70 years of age
Q2 way of a Special Resolution.
Mr. Munjal's remuneration seems to be inline with the statutory requirements. Also
Approve payment of remuneration including
going forward, the company indicated that change in variable remuneration will be
minimum remuneration to Pawan Munjal (DIN:
04-Aug-2021 HERO MOTOCORP LTD. AGM Management For For strictly performance driven. The remuneration structure has been rationalized to link
00004223) as Whole-Time Director, for five years
the compensation with performance and would be based on achievement of
from 1 October 2021
organizational performance parameters/ metrics.
Q2
As of 31 March 2021, of the approved pool of 4. 99 mn ESOP’s/RSU’s, 0. 47 mn
RSUs /ESOPs have been granted: at face value for RSUs and a discount varying
Approve extension of the Hero Motocorp Ltd
from 35% to 21% for ESOPs. We understand from the company that a dominant
04-Aug-2021 HERO MOTOCORP LTD. AGM Management Employee Incentive Scheme 2014 to employees of For For
share of the grants will carry performance-based vesting. Given that the resolution
its subsidiary companies
applies to subsidiary employees, and that the company has been rational in the use
of its stock option scheme, we support the resolution.
Q2
ORACLE FINANCIAL Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
SERVICES SOFTWARE LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Kimberly Woolley, 49, is the Assistant General Counsel and Assistant
Secretary for Oracle Corporation. She was appointed as a non-executive non-
ORACLE FINANCIAL Reappoint Ms. Kimberly Woolley (DIN: 07741017)
04-Aug-2021 AGM Management For For independent director on 29 March 2017. She attended 100% (7 out of 7) board
SERVICES SOFTWARE LTD. as Director, liable to retire by rotation
meetings in FY21. She is liable to retire by rotation and her reappointment meets all
Vincent Secondo Grelli, 69, is the Vice President Tax, Asia Pacific Region for
ORACLE FINANCIAL Reappoint Vincent Secondo Grelli (DIN: Oracle Corporation. He was appointed as a non-executive non-independent director
SERVICES SOFTWARE LTD. 08262388) as Director, liable to retire by rotation on 2 November 2018. He attended 100% (7 out of 7) board meetings in FY21. He
is liable to retire by rotation and his reappointment meets all statutory requirements.
Q2
Confirm interim dividend of Rs. 200.0 per share
ORACLE FINANCIAL The total dividend outflow for FY21 is Rs. 17. 2 bn. The dividend payout ratio is
04-Aug-2021 AGM Management (face value of Rs.5.0 per equity share) as final For For
SERVICES SOFTWARE LTD. 105. 0% of standalone profits.
Q2 dividend for FY21
Chaitanya Kamat’s FY21 remuneration aggregated Rs. 138. 5 mn. We estimate his
FY22 remuneration at Rs. 150. 7 mn, which is in line with peers and commensurate
Reappoint Chaitanya Kamat (DIN: 00969094) as with the size and complexity of the business. Further, he is a professional, whose
ORACLE FINANCIAL Managing Director and Chief Executive Officer for skills and experience carry a market value. His remuneration terms are open ended:
SERVICES SOFTWARE LTD. five years from 25 October 2021 and fix his there is no disclosure or cap on the performance pay or the number of stock options.
remuneration As a measure of transparency, companies must provide details of all aspects of the
remuneration proposed, including the performance metrics used to determine his
variable pay.
Q2
ORACLE FINANCIAL line with market practices, ranging from 0. 04% to 0. 08% of standalone PBT. As a
04-Aug-2021 AGM Management Directors up to 1% of net profits for five years from For For
SERVICES SOFTWARE LTD. measure of transparency and good governance practice, the company must consider
1 April 2022
setting a cap in absolute terms on the commission payable.
Q2
HOME FIRST FINANCE Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
COMPANY INDIA LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
The company proposes to appoint Deloitte Haskins and Sells as statutory auditor of
the company for a period of three years from FY22. They will replace Walker
Chandiok & Co LLP who have completed a tenure of five years as statutory auditor.
Appoint Deloitte Haskins and Sells as statutory
HOME FIRST FINANCE Walker Chandiok & Co LLP was paid a remuneration of Rs 4. 5 mn (excluding out-
05-Aug-2021 AGM Management auditors for a period of three years from FY22 and For For
COMPANY INDIA LTD. of-pocket expenses and tax) for FY21. The proposed fees payable to Deloitte for
authorize the board to fix their remuneration
FY22 for conducting the statutory audit is Rs. 2. 4 mn and for limited review is Rs.
1. 0 mn (excluding taxes and out of pocket expenses). The proposed remuneration
is reasonable and commensurate with the size and operations of the company.
Q2
Divya Sehgal, 48, is a nominee of True North Managers LLP which held 20. 24%
Reappoint Divya Sehgal (DIN: 01775308) as Non-
HOME FIRST FINANCE stake in the company on 30 June 2021. He attended eight out of nine (89%) board
COMPANY INDIA LTD. meetings in FY21. He retires by rotation and his reappointment is in line with
by rotation
The company is seeking to ratify the ESOP 2012 scheme under which all 2. 9 mn
options have been granted from the total authorized pool. There will be no further
HOME FIRST FINANCE
05-Aug-2021 AGM Management Ratify the pre-IPO ESOP 2012 Scheme For For grants under the scheme. However, ratification is being sought as some options are
COMPANY INDIA LTD.
yet to be exercised under the scheme. Options under the scheme were granted at the
fair market value, thus aligning employee incentives to shareholder returns.
Q2
The company is seeking to ratify the ESOP II scheme under which 206,588 options
remain ungranted as of 30 June 2021: the exercise price for which shall be the
HOME FIRST FINANCE
05-Aug-2021 AGM Management Ratify the pre-IPO ESOP II Scheme For For closing price on the day prior to the date of grant. As the options under the scheme
COMPANY INDIA LTD.
will be issued at market price, the cost impact on the company will be reasonable,
and it will align employee incentives to shareholder returns.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company is seeking to ratify amendments to the AoA which include provisions
of the shareholder agreements signed between the company and True North Fund V
LLP, Aether (Mauritius) Limited as promoters and Orange Clove Investments B. V.
(Warburg Pincus entity) and Bessemer Venture Partners as public shareholders. The
articles include rights to nominate and appoint directors on the board and
HOME FIRST FINANCE Approve amendment to the Articles of Association committees. These rights will remain as long as the investors hold minimum
COMPANY INDIA LTD. (AoA) shareholdings mentioned in the AoA. Such rights are in line with standard market
practices and are commonly observed in shareholder agreements. While the Articles
do not state that the directors will be liable to retire by rotation, we expect them to
retire by rotation, going by past practice. The proposed amendments will not
significantly impact the rights of existing minority shareholders. Notwithstanding,
the company should consider making the AoA available on its website.
Q2
The company proposes to make alterations in the Object Clause of the MoA in
Approve alteration in Object clause of the order to explore growth opportunities including expansion of product portfolio in
Memorandum of Association, where Clause III businesses similar to metals and pipes through organic and inorganic route. The
05-Aug-2021 WELSPUN CORP LTD. EGM Management For For
(A)(1-B) will be substituted with Clause III (A)(1- proposed change will allow the company to carry out business related to various
B): Iron, Bars/Rebars, Sponge Iron/ DRI types of iron, related to its current line of business. The company’s MoA with the
proposed alterations is available for review on its website.
Q2
order to explore growth opportunities including expansion of product portfolio in
Approve alteration in Object clause of the
businesses similar to metals and pipes through organic and inorganic route. The
05-Aug-2021 WELSPUN CORP LTD. EGM Management Memorandum of Association, to insert Clause III For For
proposed change will allow the company to carry out business in the field of marine
(A) (1-C): Marine Fabrication
fabrication, related to its current line of business. The company’s MoA with the
proposed alterations is available for review on its website.
Q2
proposed change will allow the company to carry out business in the field of
(A)(1-D): Industrial Fabrication
industrial fabrication, related to its current line of business. The company’s MoA
with the proposed alterations is available for review on its website.
Q2
proposed change will allow the company to carry out business in the fields of alloy
(A)(1-E): Alloy Steel
steel, related to its current line of business. The company’s MoA with the proposed
alterations is available for review on its website.
Q2
proposed change will allow the company to carry out business in the fields of
(A) (1-F): Renewable Energy
renewable energy. The company’s MoA with the proposed alterations is available
Q2 for review on its website.
05-Aug-2021 BOSCH LTD. AGM Management For For
Declare final dividend of Rs. 115.0 per equity share The total dividend outflow for FY21 is Rs. 3,392. 0 mn. The dividend payout ratio
Q2 of face value Rs. 10.0 each for FY21 is 70. 3%.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Soumitra Bhattacharya, 61, is the Managing Director of the company. He attended
Reappoint Soumitra Bhattacharya (DIN: 02783243)
05-Aug-2021 BOSCH LTD. AGM Management For For 100% (5 out of 5) board meetings in FY21. He is liable to retire by rotation. His
S. V. Ranganath, 68, is a former IAS officer and retired as the Chief Secretary,
Government of Karnataka in 2013. He has been on the board of the company since
Reappoint S. V. Ranganath (DIN: 00323799) as an
July 2018. He attended 100% (5 out of 5) board meetings in FY21. While we
05-Aug-2021 BOSCH LTD. AGM Management Independent Director for three years from 1 July For For
support his reappointment, we believe shareholder approval for his reappointment
2021
should have been sought on or before the completion of his first term as an
Dr. Pawan Kumar Goenka, 66, is the former Managing Director and CEO of
Appoint Dr. Pawan Kumar Goenka (DIN: Mahindra & Mahindra Limited. He worked at General Motors R&D Centre in
05-Aug-2021 BOSCH LTD. AGM Management 00254502) as an Independent Director for five years For For Detroit, U. S. A. From 1979 to 1993. Thereafter, he joined Mahindra & Mahindra
from 21 May 2021 Ltd. , as General Manager (R&D) and retired as the Managing Director in April
2021. His appointment is in line with statutory requirements.
Q2
We estimate S C Srinivasan’s remuneration at Rs. 64. 5 mn for FY22, which is in
line with peers and commensurate with the size and complexity of the business. A
Appoint S.C. Srinivasan (DIN: 02327433) as Joint
large portion of his remuneration is performance-linked bonus, establishing a link
Managing Director for three years from 12 February
05-Aug-2021 BOSCH LTD. AGM Management For For between pay and performance. Further, he is a professional, whose skills and
2021 and fix his remuneration as minimum
experience carry a market value. As a measure of transparency, companies must
remuneration
provide details of all aspects of the remuneration proposed, including the
performance metrics used to determine his variable pay.
Q2
We estimate Sandeep N’s remuneration at Rs. 27. 8 mn for FY22, which is in line
with peers and commensurate with the size and complexity of the business. A large
Appoint Sandeep N (DIN: 08264554) as an
portion of his remuneration is performance-linked bonus, establishing a link
Executive Director for three years from 12 February
05-Aug-2021 BOSCH LTD. AGM Management For For between pay and performance. Further, he is a professional, whose skills and
experience carry a market value. As a measure of transparency, companies must
remuneration
provide details of all aspects of the remuneration proposed, including the
Q2
Appoint Dr. Stefan Hartung (DIN: 08940088) as a Dr. Stefan Hartung, 55, is Chairman of the Mobility Solutions business sector and
05-Aug-2021 BOSCH LTD. AGM Management Non-Executive Non-Independent Director, liable to For For member of the board of management at Robert Bosch GmbH. He is liable to retire
retire by rotation by rotation and his appointment meets all statutory requirements.
Q2
Karsten Mueller is SVP, Head of Manufacturing Strategy and Quality, Head of

Manufacturing Operations Powertrain Solutions India. He was appointed as an
alternate director to Dr. Stefan Hartung with effect from 12 February 2021.
Appoint Karsten Mueller (DIN: 08998443) as Consequent to his appointment as alternate director, he is also being appointed as
Alternate Director and Whole-time Director for whole-time director from 12 February 2021 to 11 February 2024. As he is employed
05-Aug-2021 BOSCH LTD. AGM Management three years from 12 February 2021 to 11 February For For full time in the company, shareholders’ approval is required for his appointment and
2024 and fix his remuneration as minimum remuneration. His estimated remuneration of Rs. 38. 0 mn for FY22 is in line with
remuneration peers and commensurate with the size and complexity of the business. Although we
do not support the appointment of alternate directors, the proposed resolution
relates to Karsten Mueller’s continuation as an employee and approval of his
remuneration.
Q2
Markus Bamberger, 54, is the Chief Compliance Officer at Robert Bosch GmbH.
Appoint Markus Bamberger (DIN: 09200475) as a
Before joining Bosch, he worked for more than 20 years in various functions at the
05-Aug-2021 BOSCH LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
Merck Group. He is liable to retire by rotation and his appointment meets all
retire by rotation
Approve remuneration of Rs. 700,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
Rao, Murthy & Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Q2
05-Aug-2021 ORIENT CEMENT LTD. AGM Management For For
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Confirm interim dividend of Re. 0.5 per share and
05-Aug-2021 ORIENT CEMENT LTD. AGM Management declare final dividend of Rs. 1.5 per share (face For For
19. 1%.
Q2 value: Re. 1.0 per share) for FY21
Reappoint Chandrakant Birla (DIN: 07279004) as Chandrakant Birla, 66 is the Chairperson of the board and part of the promoter
05-Aug-2021 ORIENT CEMENT LTD. AGM Management Non-Executive Non-Independent Director, liable to For For group. He has attended all board meeting held in FY21. He retires by rotation; his
Q2 retire by rotation reappointment is in line with statutory requirements.
The company proposes to appoint BSR & Associates LLP as statutory auditor of the
company from the conclusion of the FY21 AGM. They will replace SR Batliboi &
Appoint BSR & Associates LLP as statutory Co. LLP who have completed ten years of tenure with the company. Their
05-Aug-2021 ORIENT CEMENT LTD. AGM Management auditors for five years from the conclusion of the For For reappointment is in line with statutory requirements. As per Regulation 36(5) of
FY21 AGM and fix their remuneration SEBI’s LODR 2015, companies are mandated to disclose the terms of appointment/
reappointment of auditors, including the remuneration payable to them. The
company has not made any disclosures on the proposed audit fees.
Q2
I. Y. R. Krishna Rao, 66, is Retired IAS – Chief Secretary, Andhra Pradesh. He has
Reappoint I.Y.R. Krishna Rao (DIN: 00481367) as
been on the board of the company since 5 May 2017. He has attended all board
05-Aug-2021 ORIENT CEMENT LTD. AGM Management Independent Director for five years from 5 May For For
meetings held during his tenure in FY21. His appointment is in line with statutory
2022
Q2 requirements.
Approve remuneration of Rs. 90,000 to Somnath The total remuneration proposed to be paid to the cost auditors in FY22 is
05-Aug-2021 ORIENT CEMENT LTD. AGM Management For For
Q2 Mukherjee, as cost auditor for FY22 reasonable compared to the size and scale of operations.
We estimate Desh Deepak Khetrapal’s pay for FY22 to be Rs. 82. 3 mn: in the
absence of clarity, we assume that he will not be granted any stock options during
the year. His remuneration levels were corrected and in FY21, these were about
40% lower than his FY20 remuneration. Desh Deepak Khetrapal is entitled to
Approve remuneration payable to Desh Deepak performance linked incentives, we expect companies to disclose the performance
05-Aug-2021 ORIENT CEMENT LTD. AGM Management Khetrapal (DIN: 02362633) as Managing Director For For metrics used for calculating the incentive. Although his proposed remuneration
& CEO for FY22 remains higher than some peers, we recognize that the board has respected the
investors’ feedback and reduced his remuneration from previous levels. Desh
Deepak Khetrapal is a professional, whose skills carry a market value. We expect
the company to be judicious in payout and considerate of the median employee
remuneration.
Q2
05-Aug-2021 GRANULES INDIA LTD. AGM Management For For
Ratify interim dividend of Rs. 0.75 and declare a
The total dividend outflow including dividend tax is Rs. 371. 5 mn. The dividend
05-Aug-2021 GRANULES INDIA LTD. AGM Management final dividend of Rs. 0.75 per equityshare of face For For
pay-out ratio is low at 6. 7%.
Q2 value Re. 1.0 each
Harsha Chigurupati, 37, part of the promoter family, is a whole-time director on the
board of the company. He attended all six board meetings in FY21. He retires by
rotation and his reappointment meets all statutory requirements. Harsha Chigurupati
Reappoint Harsha Chigurupati (DIN: 01606477) as
05-Aug-2021 GRANULES INDIA LTD. AGM Management For For received remuneration of Rs. 83. 9 mn in FY21: overall promoter family
remuneration was Rs. 839. 9 mn, which is high and is at the regulatory threshold of
10% of net profit. The company must explain the basis of approving such high
remuneration to promoter executive directors.
Q2
Adoption of standalone and consolidated financial of the COVID-19 pandemic on the future operations of the company. Except for the
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management For For
statements for the year ended 31 March 2021 COVID related issues, the auditors are of the opinion that the financial statements
Q2
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management For For Rs. 18. 0 in FY20. The total dividend outflow for FY21 is Rs. 60. 9 bn and the
D. K. Sen, 65, has served as Executive Director since October 2015 and is currently
Reappoint D. K. Sen (DIN: 03554707) as Executive
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management For For designated as Sr. Executive VP (Development Projects). He retires by rotation and
Q2 his reappointment meets all statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Hemant Bhargava (DIN: 01922717) as
Hemant Bhargava, 62, is the LIC Nominee. His reappointment meets all statutory
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
requirements.
M. V. Satish, 64, has served as Executive Director since January 2016 and is
Reappoint M. V. Satish (DIN: 06393156) as
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management For For currently designated as Sr. Executive VP (Buildings). He retires by rotation and his
R. Shankar Raman, 63, has served as Executive Director since October 2011 and is
Reappoint R. Shankar Raman (DIN: 00019798) as
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management For For currently designated as the CFO of the company. He retires by rotation and his
Appoint Mrs. Preetha Reddy (DIN: 00001871) as a Mrs. Preetha Reddy, 64, is the Vice Chairperson of the Apollo Hospitals Group.
Q2 Director Her appointment as a director meets all statutory requirements.
Mrs. Preetha Reddy was conferred with Doctor of Science (Honoris Causa) by The
Appoint Mrs. Preetha Reddy (DIN: 00001871) as Tamil Nadu Dr. MGR Medical University in recognition of her outstanding work in
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management Independent Director for a term of five years from 1 For For the field of healthcare. She is the Vice Chairperson of the Apollo Hospitals Group.
March 2021 Her appointment as independent director for a term of five years meets all statutory
requirements.
Q2
Reappoint Sanjeev Aga (DIN: 00022065) as Sanjeev Aga, 69, is the Former CEO of Idea Cellular. He has served on the board
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management Independent Director for his second term of five For For for the past five years. His reappointment for his second term of five years meets all
Q2 years from 25 May 2021 statutory requirements.
Narayanan Kumar, 72, is the Vice Chairperson of The Sanmar Group. He has
Reappoint Narayanan Kumar (DIN: 00007848) as
served on the board for the past five years. His reappointment for his second term of
Independent Director for his second term of five
five years meets all statutory requirements. He will be attaining the age of 75 years
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management years from 27 May 2021 and approve his For For
during his second term. Amendments in SEBI’s LODR require directors having
continuation on board after attaining the age of 75
attained the age of 75 to be re-approved by shareholders through a special
years
resolution. We do not consider age as criteria for board appointments.
Q2
M. V. Satish was paid a remuneration of Rs. 53. 7 mn in FY21 which is 63. 6x
median employee remuneration. We estimate the remuneration during his tenure in
Reappoint M. V. Satish (DIN: 06393156) as the range of Rs. 59. 1-89. 6 mn, which is commensurate with peers and in line with
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management Executive Director and Sr. Executive VP For For the overall performance of the company. Further, M. V. Satish is a professional,
(Buildings) from 29 January 2021 till 7 April 2024 whose skill carry a market value. The company has not assigned a cap on the
commission or overall pay for executive directors. Further, the company must
consider disclosing the metrics used by the company to determine executive pay.
Q2
R. Shankar Raman was paid a remuneration of Rs. 95. 6 mn in FY21 which is 113.
2x median employee remuneration. We estimate the remuneration during his tenure
in the range of Rs. 102. 3-162. 7 mn, which is commensurate with peers and in line
Reappoint R. Shankar Raman (DIN: 00019798) as
with the overall performance of the company. Further, R. Shankar Raman is a
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management Executive Director and CFO for another term of For For
professional, whose skill carry a market value. The company has not assigned a cap
five years, from 1 October 2021
on the commission or overall pay for executive directors. Further, the company
must consider disclosing the metrics used by the company to determine executive
Q2 pay.
L&T had an outstanding order book of Rs. 3. 3 tn, as on 30 June 2021. The
company will require capital to meet the needs of growing business. While it is
Issue securities of upto Rs. 45.0 bn or US$ 600 mn, expected that the internal accruals will partially finance the need for capital,
05-Aug-2021 LARSEN & TOUBRO LTD. AGM Management whichever is higher, through Qualified Institutional For For company may need use both debt and equity instruments to raise capital. The issue
Placement (QIP) of securities will be governed by the SEBI (ICDR) Regulations and will result in a
dilution of around ~1. 9% for existing shareholders (assuming Rs. 45. 0 bn is
raised), at current market prices, which is reasonable.
Q2
Approve remuneration of Rs. 1.3 mn for R. The remuneration to be paid to the cost auditor is reasonable compared to the size
Q2 Nanabhoy & Co. as cost auditors for FY22 and scale of the company’s operations.
05-Aug-2021 PRATAAP SNACKS LTD AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to pay a dividend of Rs. 0. 5 per share in FY21. The total
Declare final dividend of Re. 0.5 per equity share of
05-Aug-2021 PRATAAP SNACKS LTD AGM Management For For dividend for the year amounts to Rs. 11. 7 mn. The dividend payout is 5. 6% (7. 6%
face value Rs. 5.0 each for FY21
Q2 in FY20).
Apoorva Kumat, 53, is promoter and Executive Director - Operations, Prataap

Reappoint Apoorva Kumat (DIN: 02630764) as Snacks Ltd. He has served as Director on the board of the company since
Director, liable to retire by rotation November 2018. He has attended 100% of the board meetings in FY21. His
reappointment is in line with the statutory requirements.
Q2
The company proposes to appoint BSR & Co LLP as statutory auditor of the
company from the conclusion of the FY21 AGM. They will replace SRBC & Co.
LLP who have completed ten years of tenure with the company. Their
reappointment is in line with statutory requirements. The audit fee proposed for
FY22 is Rs. 3. 9 mn plus applicable taxes and reimbursement of out-of-pocket
Appoint BSR & Co LLP as statutory auditors for
expenses incurred. The proposed fees exclude the fees payable to B S R & Co. LLP
05-Aug-2021 PRATAAP SNACKS LTD AGM Management five years starting from the conclusion of the FY21 For For
for limited review of quarterly financial results and tax audit for the year ending 31
AGM and fix their remuneration
March 2022. SRBC & Co. Were paid an audit fee of Rs 4. 96 mn for FY21. The
proposed remuneration is reasonable compared to the size and scale of the
company’s operations. However, given the reduction in audit fee, shareholders
should engage with the company to understand if there is a commensurate reduction
in the scope of audit.
Q2
Chetan Kumar Mathur, 59, is Managing Partner, RJC 2nd Innings Advisory. He is
Reappoint Chetan Kumar Mathur (DIN: 00437558)
Former CFO, PepsiCo India. He was first appointed to the board of the company in
05-Aug-2021 PRATAAP SNACKS LTD AGM Management as Independent Director from 7 August 2021 till 6 For For
August 2018. He has attended 100% of the board meetings in FY21. His
August 2026
reappointment as Independent Director in line with all statutory requirements.
Q2
Arvind Mehta, 53, is promoter and Chairperson and Executive Director, Prataap
Snacks Ltd. He has served as Director on the board of the company since May
2011. The company proposes to reappoint him as Executive Director for five years
from 23 September 2021 to 22 September 2026. Further, the company seeks
Reappoint Arvind Mehta (DIN: 00215183) as approval via special resolution to pay an annual remuneration such that
Executive Director for a period of five years from remuneration to one promoter executive director may exceed 2. 5% of net profits
23 September 2021 and fix his remuneration such and aggregate remuneration to all promoter executive directors may exceed 5% of
that it may exceed regulatory thresholds the net profits of the company. In FY21 Arvind Mehta received a remuneration of
Rs. 6. 8 mn. His estimated proposed remuneration of Rs 7. 8 mn for FY22 is in line
with peers and commensurate with the size and scale of operations. Even so, his
remuneration is largely fixed in nature. His remuneration structure should include a
component of variable pay linking pay with performance.
Q2
Amit Kumat, 52, is promoter and Managing Director and CEO, Prataap Snacks Ltd.
He has served as Director on the board of the company since May 2011. The
company proposes to reappoint him as Managing Director & CEO for five years
from 23 September 2021 to 22 September 2026. Further, the company seeks
Reappoint Amit Kumat (DIN: 02663687) as
approval via special resolution to pay an annual remuneration such that
Managing Director & CEO for a period of five
remuneration to one promoter executive director may exceed 2. 5% of net profits
05-Aug-2021 PRATAAP SNACKS LTD AGM Management years from 23 September 2021 and fix his For For
and aggregate remuneration to all promoter executive directors may exceed 5% of
remuneration such that it may exceed regulatory
the net profits of the company. In FY21 Amit Kumat received a remuneration of Rs.
thresholds
6. 8 mn. His estimated proposed remuneration of Rs 7. 8 mn for FY22 is in line
with peers and commensurate with the size and scale of operations. Even so, his
remuneration is largely fixed in nature. His remuneration structure should include a
component of variable pay linking pay with performance.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Apoorva Kumat, 53, is promoter and Executive Director - Operations, Prataap

Snacks Ltd. He has served as Director on the board of the company since
November 2018. The company proposes to reappoint him as Executive Director-
Operations for five years from 2 November 2021 to 1 November 2026. Further, the
Reappoint Apoorva Kumat (DIN: 02630764) as
company seeks approval via special resolution to pay an annual remuneration such
Executive Director - Operation for a period of five
that remuneration to one promoter executive director may exceed 2. 5% of net
05-Aug-2021 PRATAAP SNACKS LTD AGM Management years from 2 November 2021 and fix his For For
profits and aggregate remuneration to all promoter executive directors may exceed
remuneration such that it may exceed regulatory
5% of the net profits of the company. In FY21 Apoorva Kumat received a
thresholds
remuneration of Rs. 6. 8 mn. His estimated proposed remuneration of Rs 7. 8 mn
for FY22 is in line with peers and commensurate with the size and scale of
operations. Even so, his remuneration is largely fixed in nature. His remuneration
structure should include a component of variable pay linking pay with performance.
Q2
We have relied upon the auditors’ report, which has raised concerns on delay in
payment of foreign currency payables and receivables to/from subsidiaries from the
Adoption of standalone financial statements for the timelines stipulated under Foreign Exchange Management Act, 1999. Except for
05-Aug-2021 ROUTE MOBILE LTD. AGM Management For For
year ended 31 March 2021 this matter, the auditors are of the opinion that the financial statements are prepared
in accordance with the generally accepted accounting policies and Indian
Q2
We have relied upon the auditors’ report, which has raised concerns on delay in
payment of foreign currency payables and receivables to/from subsidiaries from the
Adoption of consolidated financial statements for timelines stipulated under Foreign Exchange Management Act, 1999. Except for
the year ended 31 March 2021 this matter, the auditors are of the opinion that the financial statements are prepared
in accordance with the generally accepted accounting policies and Indian
Q2
Declare final dividend of Rs. 2.0 per equity share The total dividend for FY21 is Rs. 115. 4 mn and the payout ratio is 51. 8% of the
Q2 (face value of Rs. 10.0) for FY21 standalone PAT.
Sandipkumar Gupta, 47 is part of the promoter family and Non-Executive

Chairperson on board. He is also a qualified chartered accountant and a cost
Reappoint Sandipkumar Gupta (DIN: 01272932) as accountant. He has previously worked with PricewaterhouseCoopers Private
05-Aug-2021 ROUTE MOBILE LTD. AGM Management Non-Executive Non-Independent Director, liable to For For Limited, and Covansys (India) Private Limited. He is a SAP consultant and holds
retire by rotation over 20 years of experience in audits, business analysis, SAP configuration and
software system consulting. He attended 100% board meetings held in FY21 (7/7).
He retires by rotation and his reappointment is in line with statutory requirements.
Q2
Walker Chandiok & Co LLP were appointed as the statutory auditors at the 2017
EGM for five years; they are being reappointed for another period of five years.
Their reappointment is in line with statutory requirements. As per Regulation 36(5)
Reappoint Walker Chandiok & Co LLP as statutory
of SEBI’s LODR 2015, companies are mandated to disclose the terms of
05-Aug-2021 ROUTE MOBILE LTD. AGM Management auditors for five years starting from FY22 and For For
authorise the board to fix their remuneration
them. The company has not made any disclosures on the proposed audit fees. The
audit fee was Rs. 6. 7 mn in FY20; we expect the company to fix audit fees at
reasonable levels.
Q2
Arun Gupta, 49 is an independent consultant in the fields of private equity, mergers,
acquisitions and business development. He holds a Master’s degree in Commerce
Appoint Arun Gupta (DIN: 05131228) as and Economics from Mumbai University. He holds over 28 years of experience and
05-Aug-2021 ROUTE MOBILE LTD. AGM Management Independent Director for five years from 19 For For has worked with companies like Yahoo, STAR, MTV, Mauj Mobile, Equirus
November 2020 Capital, Future Group, etc He has previously consulted brands like Biba, House of
Anita Dongre, Skechers, Clovia, Skinkraft, Vedix, Bewakoof, Faballey, Turtle
men’s wear etc. His appointment is in line with statutory requirements.
Q2
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to pay dividend of Rs. 1. 2 per share in FY21. The total
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management Declare dividend of Rs. 1.2 per share for FY21 For For dividend for the year amounts to Rs. 0. 5 bn. The dividend payout is 25. 9% (25. 1%
Q2 in FY20).
Ramachandran Venkataraman, 57, is a Whole-Time Director and Chief Operating

Reappoint Ramachandran V (DIN: 06576300) as
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management For For Officer, V-Guard Industries Limited. He has attended 100% of the board meetings
in FY21. His reappointment is in line with the statutory requirements.
Q2
Mithun K Chittilappilly, 40, belongs to the promoter family and has been the MD of
Reappoint Mithun K Chittilappilly (DIN:
the company since 2012. In FY21 Mithun Chittilappilly received a remuneration of
00027610) as Managing Director for a period of
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management For For Rs. 52. 4 mn. His estimated proposed remuneration of Rs 61. 1 mn for FY22 is
five years from 1 April 2021 and fix his
commensurate the size and scale of business. His reappointment is inline with
remuneration
Ms. Radha Unni, 72, retired as the Chief General Manager, State Bank of India.
She is currently an Associate at Indian Institute of Banking & Finance having more
than 36 years of experience in banking sector, which we understand is not a full-
time role. Radha Unni has attended 100% of the board meetings held during FY21.
Reappoint Ms. Radha Unni (DIN: 03242769) as
Her appointment as Independent Director is in line with statutory requirements.
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management Independent Director from 27 September 2021 till For For
Radha Unni will attain the age of 75 years during the tenure of re-appointment and
26 September 2026
approval of the shareholders is also sought for continuation of directorship for the
remaining period of tenure of re-appointment. We do not consider age to be an
eligibility criterion for board membership. Her reappointment is in line with
regulations.
Q2
Biju Varkkey, 55, is faculty member at IIM Ahmedabad in Human Resource
Approve Prof. Biju Varkkey (DIN: 01298281) as
Management Area where he teaches in the graduate, executive development and
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management Independent Director from 26 May 2021 till 25 May For For
doctoral programs. He has a Master’s in Human Resource Management. His
2026
appointment as an Independent Director is in line with all statutory requirements.
Q2
Approve remuneration of Rs.0.35 mn for BBS & The remuneration to be paid to the cost auditor is reasonable compared to the size
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management For For
Q2 Associates as cost auditors for FY22 and scale of the company’s operations.
The increase in the overall limit of managerial remuneration upto 15% of net profits
of the company and the increase in limit of remuneration payable to Ramachandran
V beyond 5% of net profits of the company has been proposed mainly to facilitate
Approve increase of overall managerial
Ramachandran V, to exercise the options vested to him and not with a view to make
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management remuneration payable to 15% from 11% of net For For
any undue remuneration to the managerial personnel. The validity of this increase in
profits for FY22
managerial remuneration limits is restricted only for FY22. Since the options are
already granted, and the increase in limits are being made only to support their
exercise, we support the resolution.
Q2
The increase in the overall limit of managerial remuneration upto 15% of net profits
of the company and the increase in limit of remuneration payable to Ramachandran
V beyond 5% of net profits of the company has been proposed mainly to facilitate
Approve increase in managerial remuneration
Ramachandran V, to exercise the options vested to him and not with a view to make
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management payable to Ramachandran V, Whole-time director in For For
any undue remuneration to the managerial personnel. The validity of this increase in
excess of 5% of the net profits for FY22
managerial remuneration limits is restricted only for FY22. Since the options are
already granted, and the increase in limits are being made only to support their
exercise, we support the resolution.
Q2
Ms. Joshna Johnson Thomas is part of the promoter group and has resigned from
Approve commission of Rs. 7.4m to Ms. Joshna
the board with effect from 1 April 2021. She is the wife of Mithun Chittilappilly,
Johnson Thomas (DIN: 02613030), Non-Executive
05-Aug-2021 V-GUARD INDUSTRIES LTD. AGM Management For For MD and an HR professional in her own right. The company seeks approval to pay
Director for FY21 in excess of 50% of the total
commission of Rs. 7. 4 mn for FY21 which is commensurate to the value addition
remuneration payable to all non-executive directors
Q2 to the company.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
in the standalone financial statements regarding the accounting for scheme of
Adoption of standalone financial statements for the arrangement for transfer of cable business of the company: the auditors’ opinion is
06-Aug-2021 TORRENT POWER LTD. AGM Management For For
year ended 31 March 2021 not modified in respect of this matter. Based on the auditors’ report, which is
Q2
Confirm interim dividend of Rs. 5.5 and approve
The total dividend for FY21 is Rs. 11. 0 per share. The total dividend outflow for
06-Aug-2021 TORRENT POWER LTD. AGM Management final dividend of Rs. 5.5 per share of face value Rs. For For
FY21 is Rs. 5. 3 bn and the dividend payout ratio 39. 9% of standalone PAT.
Q2 10.0 each for FY21
Jinal Mehta, 38, is the Managing Director of the company and part of the promoter
Reappoint Jinal Mehta (DIN: 02685284) as
06-Aug-2021 TORRENT POWER LTD. AGM Management For For family. He attended 100% (4 out of 4) board meetings in FY21. He is liable to retire
Director, Liable to retire by rotation
by rotation and his reappointment meets all statutory requirements.
Q2
Ratify remuneration of Rs. 1.24 mn to Kirit Mehta The total remuneration proposed is reasonable compared to the size and scale of the
Q2 & Co as cost auditors for FY22 company’s operations.
Appoint Ms. Usha Sangwan (DIN: 02609263) as an Ms. Usha Sangwan, 62, is the former Managing Director of LIC of India. She is a
06-Aug-2021 TORRENT POWER LTD. AGM Management Independent Director for five years from 21 May For For consultant to PB Fintech. Her appointment as an Independent Director meets all
Q2 2021 to 20 May 2026 statutory requirements.
Approve payment of commission aggregating Rs.
06-Aug-2021 TORRENT POWER LTD. AGM Management 50 mn to Sudhir Mehta, Non-Executive Director For For In line with regulations.
Q2 and Chairperson Emeritus for FY21
The issuance will be within the overall borrowing limit of Rs. 200. 0 bn approved
06-Aug-2021 TORRENT POWER LTD. AGM Management (NCDs) on a private placement basis up to Rs. 20.0 For For
by shareholders at the 2018 AGM.
Q2 bn
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management For For
Prabir Chatterjee, 66, is the CFO of the company and has been on the board since
April 2013. He is a qualified cost accountant and holds over four decades of
Reappoint Prabir Chatterjee (DIN: 02662511) as
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management For For experience in accounts, finance, costing, budgeting, etc. He attended 100% board
meetings held in FY21 (6/6). He retires by rotation and his reappointment is in line
Partha Sen, 68, is the CEO of the Engineering division since May 2017. He has
over four decades of experience in manufacturing industry, including supply chain
management, cost control, strategic planning, etc. He holds a Master’s degree in
Appoint Partha Sen (DIN: 07547244) as Managing
Chemical Engineering and Material Science from Syracuse University, USA and a
Director and CEO, Engineering division for five
Bachelor’s degree from IIT Kharagpur. We estimate his remuneration at Rs. 11. 6
years from 30 October 2020, fix his remuneration,
mn for FY22, including variable pay. The remuneration structure of executive
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management approve revision of remuneration terms from 1 For For
directors must include a larger component of variable pay to align pay with overall
April 2021 and approve continuation of his
performance of the company/business division. In the proposed structure, the
directorship after he attains 70 years of age on 11
variable element is up to Rs. 1. 0 mn which is low at ~8. 6% of the total estimated
October 2022
remuneration. Further, the company must disclose the performance metrics for
variable pay. Notwithstanding, his remuneration is comparable with peers and
commensurate to the size and complexity of the business.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajshankar Ray, 52, is the CEO of the Appliances division since May 2017. He has
around three decades of experience in factory management, sales, project
management, etc and holds a Bachelor’s degree in Technology (Mechanical
Appoint Rajshankar Ray (DIN: 03498696) as Engineering) from IIT Kharagpur. We estimate his remuneration at Rs. 15. 4 mn for
Managing Director and CEO, Appliances division FY22, including variable pay. The remuneration structure of executive directors
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management for five years from 30 October 2020, fix his For For must include a larger component of variable pay to align pay with overall
remuneration, and approve revision of remuneration performance of the company/business division. In the proposed structure, the
terms from 1 April 2021 variable element is up to Rs. 3. 0 mn which is low at ~19. 5% of the total estimated
Q2
Amar Singh Negi, 61, is the National Service Business head of the company and
has been associated with the company since 2000. He has over 38 years of
professional experience in various fields, including service operations and holds a
Appoint Amar Singh Negi (DIN: 008941850) as Post graduate diploma in Electrical Engineering. We estimate his remuneration at
Executive Director, designated as ED-Service Rs. 13. 7 mn for FY22, including variable pay. The remuneration structure of
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management Business Head for five years from 30 October 2020, For For executive directors must include a larger component of variable pay to align pay
fix his remuneration, and approve revision of with overall performance of the company. In the proposed structure, the variable
remuneration terms from 1 April 2021 element is up to Rs. 3. 0 mn which is low at ~21. 9% of the total estimated
Q2
Prabir Chatterjee, 66, is the Whole Time Director and CFO of the company and was
last reappointed at the 2020 AGM for two years from 1 April 2020. He was paid
Rs. 8. 8 mn as remuneration in FY21; the ratio of multiple to median employee
Revise remuneration of Prabir Chatterjee (DIN:
remuneration was 14. 4x. We estimate his FY22 remuneration at Rs. 10. 2 mn. The
02662511), as Whole Time Director and CFO from
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management For For structure does not include a component of variable pay. We believe, the
1 April 2021 till then end of his term on 31 March
remuneration structure of executive directors must include variable pay to align pay
2022
with company performance and must clearly articulate performance metrics for
Q2
Ashok Bhandari, 68, is a qualified chartered accountant and has been on board
Reappoint Ashok Bhandari (DIN: 00012210) as since January 2018. He is the former CFO of Shree Cement Limited. He has over
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management Independent Director for five years from 30 January For For four decades of experience in fund management negotiations with banks,
2021 government, etc. He attended 100% board meetings held in FY21 (6/6) and his
Q2
Desh Raj Dogra, 66, was formerly the Managing Director and CEO at CARE
Ratings till 2016. He has 37 years of experience in areas of banking and credit
Appoint Desh Raj Dogra (DIN: 00226775) as
rating. He holds a Bachelor’s and a Master’s degree in Agriculture and completed
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management Independent Director for five years from 10 For For
MBA from Faculty of Management Studies, University of Delhi. He is a certified
February 2021
associate of the Indian Institute of Bankers. His appointment is in line with statutory
Q2 requirements.
Biswadip Gupta, 70, is the founder and Non-Executive Chairperson on board of

Appoint Biswadip Gupta (DIN: 00048258) as Vesuvius India Ltd. He is the President – Corporate Affairs (East) at JSW Steel Ltd.
06-Aug-2021 I F B INDUSTRIES LTD. AGM Management Independent Director for five years from 10 For For He has over four decades of experience in the steel and refractory industry. He
February 2021 holds a Bachelor’s degree in Engineering and has completed an MBA in Marketing.
His appointment is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 0.8 mn payable to Mani The proposed remuneration is commensurate with the size and complexity of the
Q2 & Co. as cost auditors for FY22 business.
Adoption of financial statements for the year ended of the COVID-19 pandemic on the financial statements. Except for the COVID
06-Aug-2021 BANDHAN BANK LTD. AGM Management For For
31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Declare final dividend of Rs. 1.0 per equity share Total dividend outflow will aggregate to Rs. 1. 6 bn. Payout ratio is 7. 2% of the
Q2 (face value: Rs. 10.0) for FY21 standalone PAT.
Holger Dirk Michaelis, 51, is the nominee director of Caladium Investment Pte. Ltd
(Caladium). Over the past three years, he has attended 27 of the 39 board meetings
Reappoint Holger Dirk Michaelis (DIN: 07205838)
06-Aug-2021 BANDHAN BANK LTD. AGM Management For For held (69%) – his absence in some of these meetings was to avoid any conflict of
as Director liable to retire by rotation
interest. We recognize that in FY21, Caladium increased its shareholding in the
bank from 4. 5% to 7. 8%. We support his reappointment to the board.
Q2
In keeping with RBI regulations on appointment of statutory auditors, Bandhan
Appoint M.M. Nissim & Co. LLP as Joint Statutory
Bank is appointing M. M. Nissim to be joint auditors along with Deloitte Haskins &
06-Aug-2021 BANDHAN BANK LTD. AGM Management Auditors for three years from the conclusion of For For
Sells. The proposed audit fee (aggregate for both audit firms) for FY22 is expected
to be Rs. 9. 7mn, which is comparable to the audit fees paid previously.
Q2
Appoint Suhail Chander (DIN: 06941577) as Suhail Chander, 62, retired as the Head of Corporate and Institutional Banking at
06-Aug-2021 BANDHAN BANK LTD. AGM Management Independent Director for three years from 19 March For For IndusInd Bank in March 2020. He has a B. A. (Hons. ) in Economics and is a
2021 Chartered Accountant. His appointment is in line with statutory requirements.
Q2
Subrata Dutta Gupta, 67, retired as the Principal Financial Officer, International
Appoint Subrata Dutta Gupta (DIN: 08767943) as
Finance Corporation (IFC), he was associated with IFC from 2005 to 2019. He has
06-Aug-2021 BANDHAN BANK LTD. AGM Management Independent Director for three years from 19 March For For
a M. A. (hons. ) in Economics. His appointment is in line with statutory
2021
Q2 requirements.
Allamraju S. Ramasastri, 64, was the Director of the Institute for Development and
Reappoint Allamraju Subramanya Ramasastri (DIN:
Research in Banking Technology (IDRBT) from 2014 to 2020. He has been on the
06-Aug-2021 BANDHAN BANK LTD. AGM Management 06916673) as Independent Director for five years For For
board of the bank since 8 August 2018. He has attended all board meetings held in
from 8 August 2021
FY21. His reappointment is in line with statutory requirements.
Q2
Santanu Mukherjee, 64, is the former managing director of the erstwhile State Bank
Reappoint Santanu Mukherjee (DIN: 07716452) as
of Hyderabad. He has been on the board of the bank since 7 January 2019. He has
06-Aug-2021 BANDHAN BANK LTD. AGM Management Independent Director for five years from 7 January For For
attended all board meetings held in FY21. His reappointment is in line with
2022
Anup Kumar Sinha, 69, was a professor of Economics at IIM Calcutta for 25 years.
Reappoint Dr. Anup Kumar Sinha (DIN: 08249893) He is the former director of Heritage Business School and currently designated as
06-Aug-2021 BANDHAN BANK LTD. AGM Management as Independent Director from 7 January 2022 to 4 For For the Chief Mentor. He has been on the board as an independent director and non-
July 2026 executive part time chairperson from 7 January 2019. He has attended all board
meetings held in FY21. His reappointment is in line with statutory requirements.
Q2
As non-executive (part-time) chairperson of the bank, Anup Kumar Sinha will
Reappoint Dr. Anup Kumar Sinha (DIN: 08249893) receive a fixed remuneration of Rs. 3. 6 mn. In addition, he will be entitled to
as Non-Executive Independent Chairperson from 7 travelling and official expenses for performing his duties and sitting fees and other
January 2022 to 4 July 2026 and fix his expenses payable for attending board and committee meetings. The remuneration
remuneration proposed is commensurate with the size and scale of his responsibilities as
Q2 Chairperson of the bank.
Chandra Shekhar Ghosh, 60, is the Managing Director & CEO of the bank. He has
been on the board of the bank since 23 December 2014 and as MD & CEO from 10
Reappoint Chandra Shekhar Ghosh (DIN:
July 2015. He has attended all board meetings held in FY21. We note that he is not
00342477) as Managing Director & CEO for three
06-Aug-2021 BANDHAN BANK LTD. AGM Management For For liable to retire by rotation. Notwithstanding, we recognize that he is being
years from 10 July 2021, not liable to retire by
reappointed as the MD for a fixed term and his reappointments are subject to
rotation
periodic shareholder approval. His reappointment is in line with statutory
Q2 requirements.
The bank seeks shareholder approval for revision in remuneration payable to him
from 18 August 2020, as the restriction on freeze of the remuneration of the MD &
CEO of the bank for not complying with RBI’s promoter shareholding norms was
Revise remuneration of Chandra Shekhar Ghosh lifted by RBI on 17 August 2020. We estimate Chandra Shekhar Ghosh’s pay to be
06-Aug-2021 BANDHAN BANK LTD. AGM Management (DIN: 00342477), Managing Director & CEO for For For Rs. 51. 9 mn. We note that his pay would be subject to RBI approval, after which
FY21, beginning 18 August 2020 the proposal for his compensation for FY22 will be placed before shareholders. His
remuneration is comparable to peers and commensurate to the size and complexity
of the bank. As a good practice, the bank must disclose the performance metrics
that determine variable pay.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has raised concerns on the
provision for warranty created by the company on the basis of its best estimate to
settle a potential liability. The estimates involve assumptions made by management
06-Aug-2021 GE T&D INDIA LTD. AGM Management For For and are subject to uncertainties/ sensitivities in terms of amount and timing of
31 March 2021
outflows. Except for this, the auditors are of the opinion that the financial
Q2 principles.
Gaurav Negi, 46, has been associated with General Electric since 1999 and is
currently the Chief Financial Officer for GE Renewables Onshore Wind, Asia
Reappoint Gaurav Manoher Negi (DIN 02835748)
Pacific Region. Prior to this, he was CFO of GE T&D GE T&D India Limited and
06-Aug-2021 GE T&D INDIA LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
has held CFO & Senior Finance positions in various GE Joint Ventures & business
segments. He attended all eleven board meetings in FY21. He retires by rotation
Q2
The company proposes to appoint Deloitte Haskins and Sells as statutory auditor of
the company for a period of three years from FY22. They will replace B S R &
Associates LLP who have completed five years of tenure with the company. Their
appointment is in line with statutory requirements. While the proposed audit fee
Appoint Deloitte Haskins & Sells as statutory
was not included in the notice, the company has filed a clarification with the
06-Aug-2021 GE T&D INDIA LTD. AGM Management auditors for a period of five years from FY22 and For For
exchanges, articulating a proposed audit fee of upto Rs. 15. 0 mn plus out of pocket
approve remuneration upto Rs. 15.0 mn for FY22
expenses for FY22. B S R & Associates LLP was paid a remuneration of Rs. 18. 4
mn (including out-of-pocket expenses and tax) for FY21. The proposed
remuneration is reasonable and commensurate with the size and operations of the
company.
Q2
Ratify remuneration of Rs. 700,000 payable to The total remuneration proposed to be paid to the cost auditor is reasonable
06-Aug-2021 GE T&D INDIA LTD. AGM Management For For
Q2 Shome & Banerjee as cost auditors for FY22 compared to the size and scale of the company’s operations.
Mahesh Shrikrishna Palashikar, 53, is the President of General Electric, South Asia.
Appoint Mahesh Shrikrishna Palashikar (DIN
Prior to this he has led GE’s Onshore Wind Energy business for the entire Asia
06-Aug-2021 GE T&D INDIA LTD. AGM Management For For Pacific region (including Greater China, Japan and ANZ), since October 2014. He
Director from 1 March 2021, liable to retire by
will be liable to retire by rotation and his appointment is in line with statutory
rotation
Q2 requirements.
Emanuel Esteban Nicolas Bertolini, 52, is the Chief Commercial Officer of Grid
Appoint Emanuel Esteban Nicolas Bertolini (DIN
Solutions and since 2018 has been appointed to the Board of Directors of the Prolec
06-Aug-2021 GE T&D INDIA LTD. AGM Management For For JV which manufactures Power and Distribution transformers for the North
Director from 1 March 2021, liable to retire by
American market. He will be liable to retire by rotation and his appointment is in
rotation
Approve payment of commission upto 1.0% of net
Executive Independent directors: it has been in the range of 0. 1% to 0. 5% of profit
profits to Non-Executive Directors for five years
before tax. The proposed commission is commensurate with the value rendered by
06-Aug-2021 GE T&D INDIA LTD. AGM Management from 1 April 2021 subject to an aggregate For For
the Non-Executive Directors and is a compensation for their time and effort
commission of Rs. 10.0 mn per annum and Rs. 2.5
invested in the company. Commission is capped in absolute amounts and is
mn per director annually
approval is valid for a fixed tenure of five years which is a good practice.
Q2
The company participates in cash pool arrangements and proposes to take short
term loans up to a limit of Rs 7. 0 bn, to meet its working capital requirements. The
other transactions related to intercorporate deposits/lending to the cash pool up to
Rs. 1. 5 bn. In India, GE has a cash pool arrangement wherein GE India Industrial
Pvt. Ltd. (GEIIPL)a fellow subsidiary, acts as a cash pool header. The GE cash
Approve related party transactions of up to Rs. 8.5
pooling structure offers competitive and flexible terms along with operational
bn with GE India Industrial Pvt. Ltd, fellow
06-Aug-2021 GE T&D INDIA LTD. AGM Management For For benefits. It allows the company to make prudent use of its surplus cash and the
subsidiary, relating to cash pool arrangements from
ability to borrow swiftly at competitive rates, if required. While the resolution seeks
FY22 and onwards
approval in perpetuity, the company has defined a monetary cap on the transactions.
Further, the company has clarified that shareholder approval will be sought again
next year if the transactions exceed regulatory thresholds. The company should have
disclosed the same in the AGM Notice. The transactions will be at an arm’s length
basis, benchmarked to rates charged by banks.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company seeks to enter into RPTs pertaining to purchase and sale of good and
services with GEIIPL upto Rs. 4. 0 bn. These transactions are operational in nature
Approve related party transactions relating to
and will be on an arms’ length basis. The company has not defined a time frame for
sale/purchase of goods, services upto Rs. 4.0 bn
06-Aug-2021 GE T&D INDIA LTD. AGM Management For For which this approval will be valid. However, the company has clarified that
with GE India Industrial Pvt. Ltd, fellow subsidiary,
shareholder approval will be sought again next year if the transactions exceed
for FY22 and onwards
regulatory thresholds. The company should have disclosed the same in the AGM
Q2 Notice.
The company is seeking to make joint bids for projects with UK Grid Solutions
Limited, a fellow subsidiary. Therefore, the company seeks to enter into RPTs with
UK Grid solutions upto Rs. 20. 0 bn. Further, it is seeking approval for sale of
materials, components and rendering/receiving of services to/from UK Grid
Solutions Limited for an additional Rs. 1. 5 bn. While the proposed limit at Rs. 21.
Approve related party transactions of up to Rs. 21.5 5 bn is high, the approval will enable the company to jointly bid for projects where
06-Aug-2021 GE T&D INDIA LTD. AGM Management bn with UK Grid Solutions Limited, fellow For For the bidding process may extend beyond a single financial year. The joint bid awards
subsidiary, for FY22 and onwards will enable the company to improve its order book and help its growth strategy. The
transactions are operational in nature, in the ordinary course of business and at
arm’s length terms. While the company has not defined a time limit for validity of
the resolution, it has clarified that shareholder approval will be sought again next
year if the transactions exceed regulatory thresholds. The company should have
disclosed the same in the AGM Notice.
Q2
MAHINDRA & MAHINDRA Adoption of audited standalone financial statements financial statements. Based on the auditors’ report, which is unqualified, the
LTD. for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
MAHINDRA & MAHINDRA Adoption of audited consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
The total dividend outflow for FY21 is Rs. 10. 88 bn. The dividend payout ratio for
MAHINDRA & MAHINDRA Declare dividend of Rs. 8.75 per share of face value
06-Aug-2021 AGM Management For For FY21 is 404. 9% of standalone profit after tax and is being paid out of retained
LTD. Rs. 5.0 each
Q2 earnings of the company.
Vijay Kumar Sharma, 62, is a non-executive non-independent director of the
company, representing Life Insurance Corporation of India, which held 8. 5% of the
MAHINDRA & MAHINDRA Reappoint Vijay Kumar Sharma (DIN: 02449088)
06-Aug-2021 AGM Management For For company’s equity on 31 March 2021. He attended 100% (7 out of 7) board
LTD. as Director, liable to retire by rotation
meetings in FY21. He is liable to retire by rotation and his reappointment meets all
CP Gurnani, 62, is the Managing Director of Tech Mahindra Limited. He attended
MAHINDRA & MAHINDRA Reappoint CP Gurnani (DIN: 00018234) as 100% (7 out of 7) board meetings in FY21. He is liable to retire by rotation and his
LTD. Director, liable to retire by rotation reappointment as non-executive non-independent director meets all statutory
Q2 requirements.
MAHINDRA & MAHINDRA Approve remuneration of Rs. 850,000 to D C Dave The remuneration to be paid to the cost auditor is reasonable compared to the size
Q2 LTD. & Co. as cost auditors for FY21 and scale of the company’s operations.
Ms. Nisaba Godrej, 43, is the Chairperson and Managing Director of Godrej
Consumer Products Limited. Her appointment is in line with regulations. Nisaba
Godrej replaces Nadir Godrej, who retired as Independent Director at the
Appoint Ms. Nisaba Godrej (DIN: 00591503) as an
MAHINDRA & MAHINDRA company’s 2020 AGM after a 27-year tenure on the board. Even so, we recognize
06-Aug-2021 AGM Management Independent Director for five years from 8 August For For
LTD. that Nisaba Godrej is competent in her own right. Additionally, leadership changes
2020 to 7 August 2025
at M&M will likely support board objectivity. We note that the shareholder notice
articulates a comprehensive process undertaken by the NRC to appoint the
independent director.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Muthiah Murugappan, 37, heads the Nutraceuticals Business of EID Parry India
Limited and has been working over a decade with startups and Micro VC funds (as
an angel investor/LP) in the areas of SaaS, Ecommerce, Deep Tech & Consumer
Appoint Muthiah Murugappan (DIN: 07858587) as goods. Muthiah Murugapan replaces his father, M M Murugappan, who retired as
MAHINDRA & MAHINDRA
06-Aug-2021 AGM Management an Independent Director for five years from 8 For For Independent Director at the company’s 2020 AGM after a 27-year tenure on the
LTD.
August 2020 to 7 August 2025 board. Even so, we recognize that Muthiah Murugappan is competent in his own
right. Additionally, leadership changes at M&M will likely support board
objectivity. We note that the shareholder notice articulates a comprehensive process
undertaken by the NRC to appoint the independent director.
Q2
T. N. Manoharan, 65, is a Chartered Accountant and served as the Chairperson of
Canara Bank for five years up to August 2020. He has been serving as an
Independent Director of Tech Mahindra Limited, a group company, since 1 July
Reappoint T. N. Manoharan (DIN: 01186248) as an
MAHINDRA & MAHINDRA 2013. We consider his overall association with the Mahindra group while
06-Aug-2021 AGM Management Independent Director for five years from 11 For For
LTD. computing his tenure. He attended 100% (7 out of 7) board meetings in FY21. His
November 2021 to 10 November 2026
reappointment as an Independent Director meets all statutory requirements. We will
classify him as a non-executive non-independent director after he completes ten
years of association on the board of Mahindra Group companies.
Q2
Anand Mahindra, 65, will become the Non-Executive Chairperson from 12
Approve payment of remuneration to Anand November 2021. He will serve as mentor and sounding board for the Managing
Mahindra as Non-Executive Chairperson for five Director and Senior Management especially in the areas of strategic planning, risk
MAHINDRA & MAHINDRA years from 11 November 2021 and approve mitigation and external interface. We estimate his annual remuneration at Rs. 62. 5
LTD. payment of remuneration in excess of 50% of mn – Rs. 75. 0 mn. He will also receive sitting fees for attending board and
remuneration paid to all non-executive directors in committee meetings. We understand that as a promoter, he will play a material role
FY22 in establishing strategic direction and governance structures – even while being in a
non-executive capacity.
Q2
06-Aug-2021 RANE HOLDINGS LTD. AGM Management For For
Q2
Ganesh Lakshminarayan, 67, is the Chairperson & MD of the company and part of
Reappoint Ganesh Lakshminarayan (DIN: the promoter family. He has been on the board of the company since 1 August
06-Aug-2021 RANE HOLDINGS LTD. AGM Management For For
00012583) as Director, liable to retire by rotation 2009. He has attended all board meetings held in FY21. He retires by rotation; his
The company seeks shareholder approval for insertion of clauses pertaining to the
creation of a Chairperson Emeritus position and Directors & Officers liability
insurance. The chairperson emeritus will neither be a part of the board or any of its
Approve amendments to the Articles of Association committees but can attend the meetings as an invitee. We recognize that
06-Aug-2021 RANE HOLDINGS LTD. AGM Management (AoA) to include clauses for Chairperson Emeritus For For Chairperson Emeritus is a titular position and will not hold any meaningful power.
and Directors and officers liability insurance The proposed clauses are not prejudicial to minority shareholders, and to this extent
we support the resolution. Even so, the board must consider modifying the existing
AoA to make the Chairperson’s position rotational – currently in the AoA, the
chairperson is not liable to retire by rotation.
Q2
Appoint L Lakshman as Chairperson Emeritus for L Lakshman is promoter and has built the business. We support his appointment as
06-Aug-2021 RANE HOLDINGS LTD. AGM Management five years from 28 May 2021 and fix his annual For For Chairperson Emeritus and expect his role to be that of a mentor to the company’s
remuneration at Rs. 12.5 mn senior leadership. His proposed remuneration at Rs. 12. 5 mn is reasonable.
Q2
accounting treatment of goodwill arising due to the amalgamation of Advanta Ltd
06-Aug-2021 U P L LTD. AGM Management For For with the company. Except for the above issues, the auditors are of the opinion that
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
accounting treatment of goodwill arising due to the amalgamation of Advanta Ltd
06-Aug-2021 U P L LTD. AGM Management For For with the company. Except for the above issues, the auditors are of the opinion that
Q2
Declare final dividend of Rs. 10.0 per equity share Total dividend aggregates to Rs. 7. 7 bn. The dividend payout ratio is 347. 7% of
06-Aug-2021 U P L LTD. AGM Management For For
Q2 (face value Rs.2.0 per share) for FY21 the standalone PAT.
Arun Ashar, 72, has been an Executive Director of UPL since March 1993. He is
associated with the group since 1973. He has attended all five board meetings in
FY21. He retires by rotation and his reappointment is in line with all statutory
Reappoint Arun Ashar (DIN: 00192088) as a requirements. As part of the CSR committee, he is responsible for CSR spends by
Director the company. The CSR spend has been higher than the regulatory requirement of
2% of average net profit for the past five years and was high at Rs. 996. 6 mn or 19.
1% of the average three-year net profit in FY21. There must be a clear explanation
for the high spends on CSR and the implications for the business.
Q2
Approve remuneration of Rs. 950,000 for RA & Co The total remuneration proposed is reasonable compared to the size and scale of the
Q2 as cost auditors for FY22 company’s operations.
We have relied upon the auditors’ report, which has raised concerns on the excise
demand order and impact of the COVID-19 pandemic on the future operations of
06-Aug-2021 THERMAX LTD. AGM Management For For the company in the consolidated financial statements. Except for these matters, the
auditors are of the opinion that the financial statements are prepared in accordance
with the generally accepted accounting principles.
Q2
The total dividend for FY21 is Rs. 7. 0 per equity share, which is same as paid in
06-Aug-2021 THERMAX LTD. AGM Management For For the past three years. The total dividend outflow for FY21 is Rs. 0. 8 bn and the
Reappoint Pheroz Pudumjee (DIN: 00019602) as a Pheroz Pudumjee, 59, represents the promoter family and has served on the board
06-Aug-2021 THERMAX LTD. AGM Management Non-Executive Non-Independent Director, liable to For For for the past 21 years. He is the former executive director of Thermax International
retire by rotation Division. His reappointment meets all statutory requirements.
Q2
The total remuneration proposed to be paid to the cost auditor is reasonable
06-Aug-2021 THERMAX LTD. AGM Management Dhananjay V. Joshi & Associates., as cost auditors For For
Q2 for FY22
Harsh Mariwala, 70, is the Chairperson of Marico and also the Chairperson and
Reappoint Harsh Mariwala (DIN: 00210342) as Managing Director of Kaya Ltd. , a wholly owned subsidiary of Marico. He has
Independent Director for his second term of five served on the board for the past five years. His reappointment for his second term of
06-Aug-2021 THERMAX LTD. AGM Management years from 9 November 2021 and approve his For For five years meets all statutory requirements. He will be attaining the age of 75 years
continuation on board after attaining the age of 75 during his second term. Amendments in SEBI’s LODR require directors having
years attained the age of 75 to be re-approved by shareholders through a special
resolution. We do not consider age as criteria for board appointments.
Q2
We have relied upon the auditors’ report, which has raised concerns on a tax
liability pertaining to FY19 and the method of accounting of the goodwill which
Adoption of standalone and consolidated financial arose from the merger of IFGL Refractories Limited with IFGL Exports Limited.
07-Aug-2021 IFGL REFRACTORIES LTD AGM Management For For
statements for the year ended 31 March 2021 Except for these issues, the auditors are of the opinion that the financial statements
are prepared in accordance with the generally accepted accounting principles. For
Q2
The company has proposed a final dividend of Rs. 4. 0 per equity share and a
Declare final dividend of Rs. 4.0 per share and a
special dividend of Rs. 6. 0 per equity share of face value Rs. 10. 0 for the year
07-Aug-2021 IFGL REFRACTORIES LTD AGM Management special dividend of Re. 6.0 per equity share of face For For
ended 31 March 2021. The total dividend outflow for FY21 is Rs. 360. 4 mn. The
Kamal Sarda, 58, is CFO of the company and was the COO of the erstwhile IFGL
Reappoint Kamal Sarda (DIN: 03151258) as Refractories Limited (pre amalgamation). He attended all five board meetings in
Director, liable to by rotation FY21. He retires by rotation and his reappointment is in line with statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Appoint Yuji Yamaguchi (DIN: 09047766) Yuji Yamaguchi, 35, represents KHC which owns 15. 5% of the promoter equity.
nominee of Krosaki Harima Corporation (KHC), He is currently the Assistant Manager of the Overseas Business Division of KHC.
Japan, as Non-Executive Nominee Director, liable His appointment as Non-Executive Director, liable to retire by rotation meets all
Q2 to retire by rotation statutory requirements.
Q2 Mani and Co as cost auditors for FY22 reasonable compared to the size and scale of operations.
Delegate the authority to the board to enter into

07-Aug-2021 IFGL REFRACTORIES LTD AGM Management For For The transactions will be in the ordinary course of business and at arm’s length.
related party transactions with various entities
Q2
The company proposes to write off the outstanding goodwill amounting to Rs. 1. 3
Approve write-off of goodwill against securities bn against the securities premium account which stood at Rs. 4. 0 bn on 31 March
premium 2021. This is a non-cash adjustment and is not prejudicial to shareholders or lenders
Q2 of the company.
and Indian Accounting Standards (IND-AS). However, the auditors have raised
09-Aug-2021 HINDUSTAN ZINC LTD. AGM Management For For concerns in the corporate governance report that the company entered into a
31 March 2021
transaction for purchase of investments aggregating to Rs. 14. 07 bn with its parent
entity as part of its treasury operations, for which prior approval from audit
committee as stipulated under regulations, was not taken. The same was
subsequently ratified by the audit committee.
Q2
The company paid an interim dividend of Rs. 21. 3 per share in October 2020. The
09-Aug-2021 HINDUSTAN ZINC LTD. AGM Management For For total dividend outflow for FY21 is Rs. 90. 0 bn and the dividend payout ratio is 112.
share of face value Rs. 2.0 each for FY21
Q2 8%.
Navin Agrawal, 60, is promoter and the Executive Vice Chairperson, Vedanta Ltd.
Reappoint Navin Agarwal (DIN: 00006303) as
09-Aug-2021 HINDUSTAN ZINC LTD. AGM Management For For He has attended 100% of the board meetings held in FY21. His appointment as
Non-Executive Non-Independent Director is in line with statutory requirements.
Q2
Reappoint S.R. Batliboi & Co. LLP as statutory
S. R. Batliboi & Co. LLP were appointed as the statutory auditors at the 2016 AGM
auditors for a term of five years from the conclusion
09-Aug-2021 HINDUSTAN ZINC LTD. AGM Management For For for five years; they are being reappointed for another period of five years. Their
of the FY21 AGM and authorize the board to fix
Q2 their remuneration
Ratify the remuneration of Rs. 225,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
09-Aug-2021 HINDUSTAN ZINC LTD. AGM Management For For
cost auditors K. G. Goyal & Company for FY22 reasonable compared to the size and scale of operations.
Q2
ASTRAZENECA PHARMA Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
INDIA LTD. 31 March 2021 financial statements are in accordance with generally accepted accounting policies
AstraZeneca has proposed to confirm the interim dividend of Rs. 2 per share as
ASTRAZENECA PHARMA Confirm payment of interim dividend of Rs. 2 per
09-Aug-2021 AGM Management For For final dividend for the year ended 31 March 2021. The total dividend outflow for
INDIA LTD. share as final dividend for the year
FY21 is Rs. 50. 0 mn. The dividend payout ratio is 5. 4%.
Q2
Ankush Nandra, 48, joined AstraZeneca in 2015. He is based in the United
Kingdom and leads the commercial finance organization across the International
Reappoint Ankush Nandra (DIN: 08737981) as Region. He is also a member of both the International Leadership Team as well as
ASTRAZENECA PHARMA
09-Aug-2021 AGM Management Non-Executive Non-Independent Director, liable to For For the Global Finance Leadership Team at AstraZeneca. Prior to joining AstraZeneca,
INDIA LTD.
retire by rotation he spent 16 years at GSK based in the UK, US and Australia. He attended all five
board meetings in FY21. He retires by rotation and his reappointment is in line with
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Price Waterhouse and Co were appointed as the statutory auditors for five years
for another five-year term beginning FY22, which will complete their tenure of ten
Reappoint Price Waterhouse and Co as statutory years as per provisions of Section 139 of Companies Act 2013. The FY21 auditor
ASTRAZENECA PHARMA
09-Aug-2021 AGM Management auditors for a term of five years from FY22 and For For remuneration (including out of pocket expenses) aggregated Rs. 5. 3 mn. The
INDIA LTD.
authorize the board to fix their remuneration company has stated that the remuneration proposed to be paid during the second
term of the auditors would be in line with the existing remuneration and
commensurate with the services. Even so, the proposed audit fees should have been
clearly disclosed, which is a mandatory requirement under SEBI LODR.
Q2
Ms. Revathy Ashok, 62, runs an independent consulting practice, Iris Consulting,
working with mid and early stage companies, helping them build value and scale.
Reappoint Ms. Revathy Ashok (DIN: 00057539) as
ASTRAZENECA PHARMA She is also an angel investor with investments in over 15 start-ups and works
09-Aug-2021 AGM Management Independent Director for a period of five years from For For
INDIA LTD. closely with her investee companies on various strategic matters. She attended all
2 December 2021
five board meetings held in FY21. Her reappointment is inline with statutory
Q2 requirements.
ASTRAZENECA PHARMA Approve remuneration of Rs. 175,000 payable to The remuneration proposed to be paid to the cost auditor in FY22 is reasonable
INDIA LTD. Rao, Murthy & Associates, as cost auditor for FY22 compared to the size and scale of operations.
Q2
09-Aug-2021 SHREE CEMENT LTD. AGM Management For For
Declare final dividend of Rs. 60.0 per equity share The total dividend outflow for FY21 is Rs. 21. 0 bn, while the dividend payout ratio
Q2 (face value Rs. 10.0) for FY21 is 70. 8%.
Reappoint B G Bangur (DIN: 00244196) as Non- B G Bangur, 87, is Promoter and Chairperson and has been on the board since
09-Aug-2021 SHREE CEMENT LTD. AGM Management Executive Non-Independent Director, liable to retire For For October 1979. He attended all board meetings in FY21. He retires by rotation and
Q2 by rotation his reappointment is in line with statutory requirements.
Ratify remuneration of Rs. 600,000 to K. G. Goyal The total remuneration proposed is reasonable compared to the size and scale of
Q2 and Associates, cost auditors for FY22 company’s operations.
Fixed pay as % of total comp has increased in last 2 years mainly due to Mr. H M
Reappoint H R Bangur (DIN:00244329), Managing
Bangur has accepted to receive lower performance pay in FY20 as well as in FY21
Director for five years from 1 April 2021, continue
09-Aug-2021 SHREE CEMENT LTD. AGM Management For For due to Covid pandemic. Rather his total pay in FY21 was almost equal to his pay in
his directorship post attainment of 70 years of age
FY19 despite company's profit increasing big way over same period. Therefore, we
and fix his remuneration as minimum remuneration
are voting in favour of the resolution.
Q2
MOTILAL OSWAL Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
FINANCIAL SERVICES LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
of COVID-19 pandemic on the financial statements. Except for the COVID related
MOTILAL OSWAL Adoption of consolidated financial statements for
09-Aug-2021 AGM Management For For issues mentioned in the consolidated financial statements, the auditors are of the
FINANCIAL SERVICES LTD. the year ended 31 March 2021
opinion that the financial statements are prepared in accordance with the generally
The total dividend outflow for FY21 is Rs. 1. 5 bn. The dividend payout ratio is 20.
6%. The company has a dividend distribution policy, which stipulates the
Confirm interim dividend of Rs. 5.0 per equity share
MOTILAL OSWAL company’s intent to declare a steady stream of dividend of 25% - 35% of
09-Aug-2021 AGM Management and declare final dividend of Rs. 5.0 per equity For For
FINANCIAL SERVICES LTD. consolidated profit. The dividend payout ratio as a % of consolidated profits for
share (face value Re. 1.0) for FY21
FY21 is 11. 9%. However, the company has stated in the annual report that the
Q2 payout ratio is 28% excluding MTM gains.
Ajay Menon, 46, is Executive Director, Motilal Oswal Financial Services. He has
MOTILAL OSWAL Reappoint Ajay Menon (DIN: 00024589) as
09-Aug-2021 AGM Management For For attended 80% of the board meetings in FY21. He retires by rotation and his
FINANCIAL SERVICES LTD. Director, liable to retire by rotation
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Motilal Oswal, 59, is promoter and Managing Director & CEO, Motilal Oswal
Financial Services Ltd. In FY21 Motilal Oswal received a remuneration of Rs 24. 1
Reappoint Motilal Oswal (DIN: 00057222) as mn. His estimated proposed remuneration of Rs 24. 1 mn is in line with peers and
MOTILAL OSWAL Managing Director and CEO for a term of five years commensurate with the size and scale of business. His past remuneration has been
FINANCIAL SERVICES LTD. from 18 January 2021 to 17 January 2026 and fix largely fixed in nature, despite there being commission/variable pay built into his
his remuneration remuneration structure. At a fixed remuneration of Rs. 24 mn, his remuneration is
lower than comparable peers. As a good practice the company should cap the
variable pay payable to him.
Q2
Rajat Rajgarhia, 46, is a qualified Chartered Accountant. He is the Former Chief
Executive Officer of Institutional Equities business of the company. He was
appointed as Additional Director to the board of the company on 31 July 2020 and
Appoint Rajat Rajgarhia (DIN: 07682114) as accordingly in FY21 he drew a remuneration of Rs 31. 8 mn (for the period 31 July
MOTILAL OSWAL Whole-time Director for a term of five years from 2020 to 31 March 2021) out of which ~63% was variable. He is eligible to receive
FINANCIAL SERVICES LTD. 31 July 2020 to 30 July 2025 and fix his stock options. His FY22 remuneration estimated at Rs 50. 1 mn (including
remuneration estimated weighted average fair value of stock options) is commensurate with the
size and scale of business. The company has not capped the variable pay payable to
him. The company should disclose the performance metrics on basis of which his
Q2
Chandrashekhar Karnik, 69, is former Director-Human Resources of the Forbes
Group. He has over 43 years of experience across different industry sectors and
Appoint Chandrashekhar Karnik (DIN: 00003874) verticals in the areas of Human Resource Management. Currently, he is actively
MOTILAL OSWAL
09-Aug-2021 AGM Management as Independent Director for three years from 16 For For engaged in family business consulting, coaching and mentoring of CEO?/?CXOs
September 2020 to 15 September 2023 and advising companies on strategic HR matters. He has attended all the meetings
held since his appointment in FY21. His appointment as Independent Director is in
Q2
Ms. Swanubhuti Jain, 41, is currently CEO/COO at JITO Incubation and
Innovation Foundation. In past, she has been associated with various organisations
Appoint Ms. Swanubhuti Jain (DIN: 09006117) as such as Accenture Consulting India, Multi Commodity Exchange of India Ltd. ,
MOTILAL OSWAL
09-Aug-2021 AGM Management Independent Director for three years from 24 For For Asit C. Mehta Investment Intermediates Ltd. , ICICI Prudential Life Insurance Co.
December 2020 to 23 December 2023 Ltd. , Birla Sun Life Insurance Co. Ltd. She has attended all the meetings held since
her appointment in FY21. Her appointment as Independent Director is in line with
Q2
The company is seeking shareholder approval to introduce ESOS VIII. Under the
scheme the company can grant upto 3. 0 mn stock options. The board/committee
will decide the Exercise Price. The company has issued options at market price or a
minimal discount to market price in the past, which is in line with industry
MOTILAL OSWAL Approve Motilal Oswal Financial Services Limited -
09-Aug-2021 AGM Management For For practices. We believe the board will remain judicious and grant stock options at
FINANCIAL SERVICES LTD. Employee Stock Option Scheme – IX (ESOS – IX)
market price. Assuming all the options are granted at market price per share, we
estimate an annual cost of Rs 293. 1 mn which ~2% of the Consolidated PBT of
FY21. Nevertheless, the company should have clearly stated the exercise price at
which they propose to grant the options.
Q2
MOTILAL OSWAL Approve extension of ESOS - IX to the employees The company proposes to extend ESOS - IX to the employees of its subsidiary
FINANCIAL SERVICES LTD. of the subsidiaries of the company companies. Our decision on this resolution is linked to resolution #9.
Q2
We have relied upon the auditors’ report, which has raised concerns on COVID
related issues and certain ongoing legal proceedings in the company. Except for
10-Aug-2021 BRIGADE ENTERPRISES LTD. AGM Management For For these matters, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting policies and Indian
Q2 Accounting Standards (IND-AS).
10-Aug-2021 BRIGADE ENTERPRISES LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Pavitra Shankar, 40, is an Executive director on board since May 2018 and
daughter of promoter MD, M. R Jaishankar. She has been associated with the
company since 2016 and is responsible for the company’s residential business -
strategy and growth. She has over 18 years of experience in consulting, private
Reappoint Ms. Pavitra Shankar (DIN: 08133119) as
10-Aug-2021 BRIGADE ENTERPRISES LTD. AGM Management For For equity, and real estate development. She holds a Bachelor's degree in Economics
and Mathematics from University of Virginia and completed MBA in Real Estate
and Finance from Columbia Business School, USA. She attended 100% board
meetings held in FY21 (4/4). She retires by rotation and her reappointment is in line
Q2
Roshin Mathew, 58, has been associated with the company for over two decades
and has been heading the Engineering function since 2007. He has over three
decades of experience in project management, civil contracting, and real estate
Reappoint Roshin Mathew (DIN: 00673926) as
10-Aug-2021 BRIGADE ENTERPRISES LTD. AGM Management For For development. He holds a Bachelor’s degree in Technology (Civil Engineering) and
a Master's degree in Building Engineering and Management. He attended 100%
board meetings held in FY21 (4/4). He retires by rotation and his reappointment is
Q2
Ms. Lakshmi Venkatachalam, 67, has been on board since February 2016 and was
previously the Vice President at Asian Development Bank. She is a retired IAS
officer has worked with state and central governments in various roles, including
Reappoint Ms. Lakshmi Venkatachalam (DIN:
Director, Ministry of Steel, Chairperson, Coffee Board of India, etc. She completed
10-Aug-2021 BRIGADE ENTERPRISES LTD. AGM Management 00520608) as Independent Director for five years For For
her post-graduation in Economics and Business Administration from Boston
from 1 February 2021
University, USA, and in English from Jadavpur University, Calcutta. She attended
100% board meetings held in FY21 (4/4) and her reappointment is in line with
10-Aug-2021 BRIGADE ENTERPRISES LTD. AGM Management For For
Q2 Murthy & Co. LLP as cost auditors for FY21 reasonable compared to the size and scale of operations.
10-Aug-2021 UNION BANK OF INDIA AGM Management For For accounting principles. Typical of public sector banks, Union Bank has four joint
31 March 2021
Q2
At current market prices, the bank needs to issue 958. 9 mn shares to raise the Rs
35. 0 bn, which will reduce GoI’s equity to 73. 2% from the current 83. 5% and will
lead to an equity dilution of about 12. 3% on the expanded capital base. On 31
March 2021, the bank’s CET-1 ratio was 9. 07%, Tier I ratio was 10. 35%, and total
10-Aug-2021 UNION BANK OF INDIA AGM Management Approve issuance of capital upto Rs 35.0 bn For For capital adequacy ratio was 12. 56%. Given the uncertainty on account of the
COVID-19 pandemic, raising capital and strengthening the balance sheet will help
protect the bank against unforeseen risks and aid in improving its competitive
positioning in the market, helping ensure capital adequacy remains above the
regulatory norms.
Q2
10-Aug-2021 I D B I BANK LTD. AGM Management For For
Q2
Ms Meera Swarup, 59, is Additional Secretary & Financial Advisor - Ministry of
Reappoint Ms. Meera Swarup (DIN: 07459492),
Finance. She is a nominee of the GoI on the board, and her directorship is liable to
10-Aug-2021 I D B I BANK LTD. AGM Management Government Nominee, as director liable to retire by For For
retire by rotation. She attended 87. 5% of the board meetings in FY21. Her
rotation
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Samuel Jebaraj, 53, has worked for over 25 years with EXIM Bank and has
Reappoint Samuel Joseph Jebaraj (DIN: 02262530), experience in loan administration, human resources management, corporate
10-Aug-2021 I D B I BANK LTD. AGM Management Deputy Managing Director, as director liable to For For banking, SME, treasury, accounts and information technology. He was appointed as
retire by rotation DMD of IDBI Bank for three years in September 2019. He retires by rotation and
his reappointment is in line with the statutory requirements.
Q2
On 27 April 2021, the RBI issued the Guidelines for Appointment of Statutory
Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs) which are applicable from FY22 and
state that statutory auditors have to be appointed for a term of 3 years. M. P. Chitale
& Co. And K. S. Aiyar have completed their terms of three and four years
Appoint G.D. Apte & Co., and Varma & Varma as
respectively. As per RBI Guidelines, given that the bank’s asset size is more than
10-Aug-2021 I D B I BANK LTD. AGM Management Joint Statutory Auditors for three years and fix their For For
the stipulated threshold in this regard, the bank will need to appoint a minimum of
remuneration
two joint statutory auditors. Therefore, IDBI Bank proposes to appoint G. D. Apte
& Co. , and Varma & Varma as joint statutory auditors for three years. They shall be
paid overall audit fees of Rs 25. 0 mn plus reimbursement of out of pocket expenses
upto Rs 2. 4 mn and taxes for FY22. IDBI Bank needs to separate the resolutions
for the auditor (re)appointments so that shareholders can vote on them separately.
Q2
At current market prices, the bank will have to issue ~ 1984. 1 mn shares, which
will lead to an equity dilution of about 15. 6% on the expanded capital base. On 31
March 2021, the bank’s CET-1 and Tier 1 ratio was 13. 06%, and total capital
adequacy ratio was 15. 59%. Given the uncertainty on account of the COVID-19
pandemic, raising capital and strengthening the balance sheet will help protect the
To issue securities for an amount not exceeding Rs
10-Aug-2021 I D B I BANK LTD. AGM Management For For bank against unforeseen risks and aid in improving its competitive positioning in
75 bn
the market, helping ensure capital adequacy remains above the regulatory norms.
The proposed equity issuance levels are high at Rs. 75 bn, given the bank’s free
float market capital is Rs 8. 1 bn: the bank may be seeking such a high limit to
create room for a strategic investor, and bring the bank closer to meeting the
minimum public shareholding requirement of 25%.
Q2
IDBI Bank seeks shareholders’ approval to set-off accumulated losses amounting to
Rs. 453. 96 bn, outstanding as on 31 March 2021, against the balance in the
Approve set-off of accumulated losses amounting to securities premium account, which will reduce to Rs. 53. 23 bn from Rs. 507. 19 bn
10-Aug-2021 I D B I BANK LTD. AGM Management Rs. 453.96 bn against share premium account For For on 1 April 2021 for FY22. Post set-off, there will be no change in the book value of
balance aggregating Rs. 507.20 bn on 1 April 2021 the shares, capital structure or in the shareholding pattern of the bank. The proposed
transaction represents an accounting adjustment and will not impact the interests of
minority shareholders.
Q2
The Articles of Association are being modified to accommodate RBI regulations on

“Corporate Governance in Banks - Appointment of Directors and Constitution of
Committees of the Board”. IDBI’s Chairperson will now be an Independent
Director, appointed by the board, and not an LIC nominee. The MD & CEO will
not retire by rotation. We generally do not support non-rotational board seats for
Amend Articles of Association on the article related
10-Aug-2021 I D B I BANK LTD. AGM Management For For non-executive non-independent directors or any other right which grants permanent
to board composition
directorship status to any individual. However, we recognize that the
(re)appointment of the MD and CEO will need periodic shareholder approval. The
current AoA (amended in the AGM of 2020) is not available on the bank’s website,
only the modified clauses have been provided in the notice, the bank has not
provided a link to the modified AoA.
Q2
Reappoint Bhuwanchandra Balkrishna Joshi (DIN Bhuwanchandra Balkrishna Joshi, 65, is the Former Executive Director of Bank of
10-Aug-2021 I D B I BANK LTD. AGM Management 06713850) as Independent Director for four years For For Baroda. He has served on the board for the past four years. His reappointment for a
from 9 October 2021 further term of four years is in line with statutory requirements.
Q2
Appoint Ms. P.V. Bharathi (DIN 06519925) as Ms P. V. Bharathi, 61, is former Managing Director and CEO of Corporation Bank.
10-Aug-2021 I D B I BANK LTD. AGM Management Independent Director for four years from 14 January For For Prior to this she was ED at Canara Bank. Her appointment is in line with the
Q2 2021 statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
ICICI LOMBARD GENERAL Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
INSURANCE COMPANY LTD. 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The company proposes to pay a final dividend of Rs. 4. 0 per share and has paid an
ICICI LOMBARD GENERAL Confirm interim dividend of Rs. 4.0 per equity share interim dividend of Rs. 4. 0 per share, aggregating to Rs. 8. 0 per share of face
INSURANCE COMPANY LTD. (face value Rs. 10.0) for FY21 value Rs. 10. 0 per share. Aggregate dividend payout will aggregate to ~Rs. 3. 6 bn.
Payout ratio is 24. 5% of the standalone PAT.
Q2
The company proposes to pay a final dividend of Rs. 4. 0 per share and has paid an
ICICI LOMBARD GENERAL Declare final dividend of Rs. 4.0 per equity share interim dividend of Rs. 4. 0 per share, aggregating to Rs. 8. 0 per share of face
INSURANCE COMPANY LTD. (face value Rs. 10.0) for FY21 value Rs. 10. 0 per share. Aggregate dividend payout will aggregate to ~Rs. 3. 6 bn.
Payout ratio is 24. 5% of the standalone PAT.
Q2
Ms. Vishaka Mulye, 52, is an Executive Director on the board of ICICI Bank. She
is responsible for domestic and international Wholesale Banking Group, Proprietary
Reappoint Ms. Vishakha Mulye (DIN: 00203578)
ICICI LOMBARD GENERAL Trading Group, Markets Group and Transaction Banking Group at the Bank. She
10-Aug-2021 AGM Management as Non-Executive Non-Independent Director, liable For For
INSURANCE COMPANY LTD. has been on the board of the company since 17 October 2018. She has attended all
board meetings held in FY21. She retires by rotation. Her reappointment is in line
Q2
PKF Sridhar & Santhanam LLP were appointed as joint statutory auditors in 2016:
their tenure was increased for a balance three years out of first term of five years at
Reappoint PKF Sridhar & Santhanam LLP as one
ICICI LOMBARD GENERAL the 2018 AGM. The company proposes to reappoint PKF Sridhar & Santhanam
10-Aug-2021 AGM Management of the joint statutory auditors for five years from For For
INSURANCE COMPANY LTD. LLP for another period of five years starting from the 2021 AGM, which will
FY22
complete their tenure of ten years as per provisions of Section 139 of Companies
Act 2013. Their reappointment is in line with statutory requirements.
Q2
The proposed remuneration for the joint auditors for FY22 is Rs. 11. 5 mn each i. E.
, a total remuneration of Rs. 23. 0 mn plus applicable taxes and reimbursement of
Approve remuneration of Rs. 11.5 mn each to be
ICICI LOMBARD GENERAL out-of-pocket expenses. For FY21, the remuneration for joint statutory auditors was
10-Aug-2021 AGM Management paid to joint statutory auditors PKF Sridhar & For For
INSURANCE COMPANY LTD. Rs. 21. 4 mn plus out of pocket expenses. The proposed remuneration for both
Santhanam LLP and Chaturvedi & Co. for FY22
auditors of Rs. 23. 0 mn is reasonable and commensurate with the size and
Q2 operations of the company.
Ms. Lalita Gupte, was the Joint Managing Director at ICICI Bank, where she
retired in 2006. She has been on the board of the company since 18 October 2016.
Reappoint Ms. Lalita D. Gupte (DIN: 00043559) as
She has attended all board meeting held in FY21. Her reappointment is in line with
ICICI LOMBARD GENERAL Independent Director for five years from 18 October
10-Aug-2021 AGM Management For For statutory requirements. She will attain the age of 75 years during her tenure on 4
INSURANCE COMPANY LTD. 2021 and approve her continuation beyond the age
October 2023. Amendments in SEBI’s LODR require directors having attained the
of 75 years
age of 75 to be approved by shareholders through a special resolution. We do not
consider age to be an eligibility criterion for board memberships.
Q2
The company seeks shareholder approval for remuneration payable to Bhargav
Dasgupta, there is no change in his proposed remuneration structure for FY22. We
estimate his FY22 remuneration to be Rs. 172. 5 mn with ~70% of his pay
ICICI LOMBARD GENERAL Approve remuneration of Bhargav Dasgupta (DIN:
10-Aug-2021 AGM Management For For comprising of variable pay, a large part of which is in the form of market price
INSURANCE COMPANY LTD. 00047728), Managing Director & CEO for FY22
linked ESOPs. His remuneration is comparable with peers and in line with the size
and complexity of the business. His proposed remuneration is also subject to IRDAI
Q2 approval.
The company seeks shareholder approval for remuneration payable to Alok K.

Agarwal, there is an increase of 3% in his fixed pay (basics, retirals and
Approve revision in remuneration of Alok Kumar supplementary allowance) for FY22 over FY21. We estimate his FY22
10-Aug-2021 AGM Management Agarwal (DIN: 03434304), Executive Director - For For remuneration to be Rs. 82. 7 mn with ~60% of his pay comprising of variable pay, a
Wholesale for FY22 large part of which is in the form of market price linked ESOPs. His remuneration
is comparable with peers and in line with the size and complexity of the business.
His proposed remuneration is also subject to IRDAI approval.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company seeks shareholder approval for remuneration payable to Sanjeev

Mantri, there is an increase of 2. 9% in his fixed pay (basics, retirals and
Approve revision in remuneration of Sanjeev Mantri supplementary allowance) for FY22 over FY21. We estimate his FY22
10-Aug-2021 AGM Management (DIN: 07192264), Executive Director - Retail for For For remuneration to be Rs. 86. 7 mn with ~60% of his pay comprising of variable pay, a
FY22 large part of which is in the form of market price linked ESOPs. His remuneration
is comparable with peers and in line with the size and complexity of the business.
His proposed remuneration is also subject to IRDAI approval.
Q2
We have relied upon the auditors’ report, although it has a qualified opinion on
Adoption of standalone financial statements for the internal financial controls. Company has clarified that they have since strengthened
10-Aug-2021 VEDANTA LTD. AGM Management For For
year ended 31 March 2021 their processes with RPTs needing prior approval from the Board and/or the Audit
Q2 Committee of Vedanta Limited.
We have relied upon the auditors’ report, although it has a qualified opinion on
Adoption of consolidated financial statements for internal financial controls. Company has clarified that they have since strengthened
the year ended 31 March 2021 their processes with RPTs needing prior approval from the Board and/or the Audit
Q2 Committee of Vedanta Limited.
The company has paid an interim dividend of Rs. 9. 5 per equity share in FY21.
Total dividend outflow will aggregate to Rs. 35. 3 bn. Payout ratio is 33. 6% of the
standalone PAT. HZL, in October 2020 declared an interim dividend of Rs. 21. 3
per equity share for FY21. Given Vedanta’s shareholding of 64. 9% in HZL, its
share of HZL’s FY20 dividend aggregates to ~Rs. 58. 4 bn, all of which should
Confirm interim dividend of Rs. 9.5 per equity share have been distributed to Vedanta’s shareholders, in line with Vedanta’s dividend
of face value Re. 1.0 for FY21 distribution policy. However, Vedanta has decided not to declare a final dividend in
FY21 to conserve cash to meet unforeseen requirements because of COVID-19.
While we support the need for cash conservation, we raise concern that
subsequently, the board agreed to provide a USD 1. 05 bn credit support (in the
form of loans and guarantees) to Vedanta’s parent company, for the group to
manage its debt.
Q2
Anil Kumar Agarwal, 68, is the Non-Executive Chairperson of the company and
part of the promoter family. He was appointed as the Chairperson from 1 April
2020. We raise concerns over the internal financial controls of the company as well
Reappoint Anil Kumar Agarwal (DIN: 00010883)
as related party transactions (RPT) taking place before the approval of the audit
10-Aug-2021 VEDANTA LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
committee. As the Chairperson of the company, we believe, the onus falls on him to
oversee the implementation of effective internal controls and maintain proper
governance structures such that prior approvals for transactions with group
companies are in place.
Q2
S. R. Batliboi were appointed as the statutory auditors at the FY16 AGM for five
years; they are being reappointed for another period of five years. The company
proposes an overall audit fee of Rs. 63. 3 mn per annum, each for FY22 and FY23
exclusive of applicable taxes and out of pocket expenses, for the scope of work
related to the standalone and consolidated financial statements of the company. The
Reappoint S.R. Batliboi & Co. LLP as statutory statutory audit fees paid for FY21 on a standalone basis (including quarterly reviews
10-Aug-2021 VEDANTA LTD. AGM Management auditors for five years from the conclusion of FY21 For For and international reporting) was Rs. 130. 0 mn. However, the company has clarified
AGM and fix their remuneration that the statutory audit fee paid for FY21 in relation to international reporting and
certain other/capital market activities are non-recurring fee which were incurred in
FY21. The comparable fee for statutory audit scope for FY21 was Rs. 73. 7 mn.
The proposed fees is reasonable and commensurate to the size of the business. Yet,
because it is lower than the previous years’, the audit committee must specify if
there has been a commensurate reduction in scope.
Q2
Ms. Padmini Somani, 45, is the founder of Salaam Bombay Foundation, which
Appoint Ms. Padmini Somani (DIN: 00046486) as works with more than 3 mn children across India. She holds a bachelor’s degree in
10-Aug-2021 VEDANTA LTD. AGM Management Independent Director for two years from 5 February For For Economics from Sophia College for Women, Mumbai and completed her Master’s
2021 in Financial Economics from University of London. Her appointment is in line with
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Dindayal Jalan, 64, was the CEO – Copper Mining Business at Sterlite Industries
Appoint Dindayal Jain (DIN: 00006882) as (now Vedanta Ltd. ) for five years till 2006. He has over 40 years of experience and
10-Aug-2021 VEDANTA LTD. AGM Management Independent Director for two years from 1 April For For is a chartered accountant. We note that he superannuated in late 2016 as the Group
2021 Chief Financial Officer of Vedanta Resources Plc. And Executive Director and
CFO of Vedanta Ltd. He has completed the mandatory three-year cooling period.
Q2
Reappoint Upendra Kumar Sinha (DIN: 00010336) Upendra Kumar Sinha, 69 is former Chairperson of SEBI and duly respected in
10-Aug-2021 VEDANTA LTD. AGM Management as Independent Director for three years from 11 For For financial services industry. The internal control weaknesses have been adequately
August 2021 addresses highlighting important role played by the Audit Committee members.
Q2
Sunil Duggal, 58, was the CEO and whole-time director of Hindustan Zinc
Limited. He became the interim CEO of Vedanta from 6 April 2020 and became
the CEO from 1 August 2020. The company proposes to appoint him as ED & CEO
Appoint Sunil Duggal (DIN: 07291685) as Whole- from 25 April 2023. We estimate his FY22 pay to be Rs. 157. 2 mn including an
10-Aug-2021 VEDANTA LTD. AGM Management time director designated as Chief Executive Director For For estimate for fair value of stock options. The company must disclose and cap his
from 25 April 2021 to 31 July 2023 future stock options grant. Further, the company must disclose the performance
metrics used for the variable pay. Notwithstanding, his proposed remuneration is
broadly in line with peers and is commensurate to the size and complexity of the
business. We expect the company to be judicious in setting executive remuneration.
Q2
Akhilesh Joshi, 67, was the CEO and Whole-time director at Hindustan Zinc
Appoint Akhilesh Joshi (DIN: 01920024) as
10-Aug-2021 VEDANTA LTD. AGM Management For For Limited from 2012-2015. He was the President of Vedanta’s Global Zinc Business
Independent Director for one year from 1 July 2021
during 2015-2016. He has completed mandatory three-year cooling period.
Q2
Approve remuneration of Rs. 1.4 mn to Ramnath
Iyer & Co. as cost auditors of Vedanta Limited
10-Aug-2021 VEDANTA LTD. AGM Management (other than oil and gas) and Rs. 550,000 to Shome For For
and Banerjee, as cost auditors of oil and gas
business respectively for FY22
Q2
10-Aug-2021 AAVAS FINANCIERS LTD. AGM Management For For
Q2
Nishant Sharma, 42, is the nominee of promoters Lake District Holdings. He is Co-
Reappoint Nishant Sharma (DIN:03117012) as Founder and Partner of Kedaara Capital. He has attended 100% of the board
Director liable to retire by rotation meetings held in FY21. He retires by rotation and his reappointment is in line with
Vivek Vig, 59, is the Nominee of Partners Group ESCL and Partners Group Master
Reappoint Vivek Vig (DIN:01117418) as Director
10-Aug-2021 AAVAS FINANCIERS LTD. AGM Management For For Fund. He has attended 100% of the board meetings held in FY21. He retires by
Q2
Ms. Kalpana Iyer, 55, is the Former SVP of Citibank NA, India, where she was
responsible for women’s banking and microfinance. She was also of Director at
IncValue Advisors Private Limited. At present, she is Managing Director -
Reappoint Ms. Kalpana Iyer (DIN: 01874130) as Svakarma Finance Private Limited. She has attended 100% of the meetings held in
10-Aug-2021 AAVAS FINANCIERS LTD. AGM Management Independent Director for five years from 23 June For For FY21. She has served on the board for the past five years. Her reappointment for a
2021 further term of five years is in line with statutory requirements. While we support
her reappointment, we believe shareholder approval for her reappointment should
have been sought on or before the completion of her first term as Independent
Director.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Aavas Financiers’ capital adequacy ratio of 54. 4% is higher than National Housing
Board’s minimum requirement of 14% for housing finance companies (HFCs).
Considering the growth in business and operations of the company, its present and
10-Aug-2021 AAVAS FINANCIERS LTD. AGM Management Approve increase in borrowing limits to Rs. 140 bn For For future requirements, Aavas Financiers need fresh funds. Since the housing finance
company (HFC) is required to maintain its capital adequacy ratio at levels
prescribed by the National Housing Board (NHB), we believe that the capital
structure will be regulated at all times.
Q2
Approve creation of charge on assets to secure Secured loans generally have easier repayment terms, less restrictive covenants, and
Q2 borrowings upto Rs. 140 bn lower interest rates.
These debt instruments issued will be within the HFC’s overall borrowing limits.
Approve issuance of non-convertible debentures on
10-Aug-2021 AAVAS FINANCIERS LTD. AGM Management For For The company’s long-term debt is rated ICRA AA-/Stable, which denotes a high
a private placement basis upto Rs. 40.0 bn
degree of safety regarding timely servicing of financial obligations.
Q2
Approve Equity Stock Option Plan for Employees Under the ESOP 2021 scheme, the NRC will have the flexibility to set the exercise
Q2 2021 (ESOP-2021) price. Positive for talent retention and incentivisation.
10-Aug-2021 GE POWER INDIA LTD. AGM Management For For
In FY21 annual dividend per share is Re. 1. 0 per share, against Rs. 2. 0 per share in
Declare final dividend of Re. 1.0 per share (face
10-Aug-2021 GE POWER INDIA LTD. AGM Management For For FY20. Total dividend aggregates to Rs. 67. 2 mn. The total dividend payout ratio is
value Rs. 10.0 per share) for FY21
Q2 10. 1% of the standalone PAT.
Reappoint Mahesh Shrikrishna Palashikar (DIN: Mahesh Shrikrishna Palashikar, 52, is the Chairperson of GE Power India. He is
10-Aug-2021 GE POWER INDIA LTD. AGM Management 02275903) as a Non-Executive Non-Independent For For currently President and CEO, GE South Asia. He has attended 88% of the board
Director, liable to retire by rotation meetings held in FY21. His reappointment is in line with the statutory requirements.
Q2
The company proposes to appoint Deloitte Haskins & Sells as statutory auditors of
the company for five years from the conclusion of the FY21 AGM. They will
replace BSR & Co LLP who have completed five years of tenure with the company.
Their appointment is in line with statutory requirements. As per Regulation 36(5) of
Appoint Deloitte Haskins & Sells as statutory
SEBI’s LODR 2015, companies are mandated to disclose the terms of appointment/
10-Aug-2021 GE POWER INDIA LTD. AGM Management auditors for five years starting from the conclusion For For
of the FY21 AGM
company has not made any disclosures on the proposed audit fees. The auditor
remuneration was Rs 16. 8 mn for FY21 (including tax audit fees, limited review
fee, other services and reimbursement of out-of-pocket expenses); we expect the
company to fix audit fees at similar levels.
Q2
Ratify remuneration of Rs. 0.3 mn for Shome & The total remuneration proposed to be paid to the cost auditors is reasonable
10-Aug-2021 GE POWER INDIA LTD. AGM Management For For
Q2 Banerjee as cost auditors for FY22 comparedto the size and scale of operations.
Yogesh Gupta, 52, is former CFO, Siemens Energy India Gas & Power (Service &
Digital Business). He was appointed as the CFO on 16 December 2020. We
Appoint Yogesh Gupta (DIN: 01393032) as
estimate Vijay Sharma’s FY21 remuneration at Rs. 25. 6 mn, which is in line with
Executive Director & CFO for a period of three
peers and commensurate with the overall size of the company. We recognize that he
10-Aug-2021 GE POWER INDIA LTD. AGM Management years from 16 December 2020 till 15 December For For
is a professional, whose skills carry a market value. The company has capped most
components of his remuneration, which provides greater clarity on this proposed
remuneration
remuneration. However, we expect the company to also disclose the performance
metrics that will determine his variable pay.
Q2
Ms. Neera Saggi, 65, is Former Chairperson, CARE India Solutions for Sustainable
Development and Retired IAS Officer. She has served on the board for the past five
years. She has attended all the board meetings in FY21. She is eligible to receive
Reappoint Ms. Neera Saggi (DIN: 00501029) as an sitting fees for board meetings and committee meetings and is also entitled to an
10-Aug-2021 GE POWER INDIA LTD. AGM Management Independent Director for her second term of five For For annual commission not exceeding Rs. 2. 0 mn. Her reappointment as Independent
years w.e.f 14 June 2021 Director for a further term of five years is in line with statutory requirements. While
we support her reappointment, we believe shareholder approval for her
reappointment should have been sought on or before the completion of her first
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
10-Aug-2021 GODREJ AGROVET LTD. AGM Management For For statements are prepared in accordance with the generally accepted accounting
Q2 principles.
GAVL has proposed final dividend of Rs. 8. 0 per equity share (face value of Rs.
10-Aug-2021 GODREJ AGROVET LTD. AGM Management For For 10. 0 per share) for FY21, compared to Rs. 5. 5 paid in FY20. Total dividend
value Rs 10.0 per share) for FY21
payout for FY21 aggregates to Rs. 1. 5 bn and the dividend payout ratio is 45. 5%.
Q2
Reappoint Jamshyd N. Godrej (DIN: 00076250) as
He is part of the promoter family and brings with him a vast array of experience.
10-Aug-2021 GODREJ AGROVET LTD. AGM Management a Non-Executive Non-Independent Director, liable For For
His reappointment meets all statutory requirements.
Q2
Reappoint Pirojsha Godrej (DIN: 00432983) as a Pirojsha Godrej, 41, represent the promoter family and has served on the board for
10-Aug-2021 GODREJ AGROVET LTD. AGM Management Non-Executive Non-Independent Director, liable to For For the past three years. He is currently designated as the Executive Chairperson at
retire by rotation Godrej Properties Ltd. His reappointment meets all statutory requirements.
Q2
Ratify remuneration of Rs. 138,000 payable to P. M. The total remuneration proposed to be paid to the cost auditor is reasonable
10-Aug-2021 GODREJ AGROVET LTD. AGM Management For For
Nanabhoy & Co., as cost auditors for FY22 compared to the size and scale of the company’s operations.
Q2
Dr. Ashok Gulati, 66, is an Agriculture Economist. He was the Chairperson of the
Commission for Agricultural costs & Prices, a body responsible for recommending
Appoint Ashok Gulati (DIN: 07062601) as an
minimum support prices of 23 important Agri-Commodities to Government of
10-Aug-2021 GODREJ AGROVET LTD. AGM Management Independent Director for a term of five years from 7 For For
India. Currently he is the Infosys Chair Professor for Agricultural at the Indian
May 2021
Council for Research on International Economic Relation (ICRIER). His
Q2
METROPOLIS HEALTHCARE Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
METROPOLIS HEALTHCARE Confirm interim dividend of Rs. 8.0 per share (face The total dividend for the year aggregates to Rs. 408. 9 mn, which represents a
Q2 LTD. value Rs. 2 per share) for FY21 payout ratio of 20. 7% (FY20: 36. 1%, excluding tax).
Dr. Sushil Kanubhai Shah, 74, is the founder and Executive Chairperson of the
METROPOLIS HEALTHCARE Reappoint Dr. Sushil Kanubhai Shah (DIN: company and has more than four decades of experience in the pathology business.
LTD. 00179918) as Director liable to retire by rotation He attended all six board meetings in FY21. He retires by rotation and his
METROPOLIS HEALTHCARE Ratify remuneration of Rs.100,000 payable to Joshi The total remuneration proposed to be paid to the cost auditor is reasonable
LTD. Apte & Associates, as cost auditors for FY22 compared to the size and scale of the company’s operations.
Q2
Ms. Ameera Sushil Shah is part of the promoter family and the Managing Director
Reappoint Ms. Ameera Sushil Shah
of the company. She was paid a remuneration of Rs. 25. 0 mn in FY21 which
METROPOLIS HEALTHCARE (DIN:00208095) as Managing Director for a period
11-Aug-2021 AGM Management For For represented 249. 5x the median employee remuneration. Her proposed
LTD. of five years w.e.f. 18 March 2021 and fix her
remuneration of Rs. 50. 0 mn is commensurate with the size and complexity of the
remuneration
Q2 business and in line with that of industry peers.
Hemant Sachdev, 45, is the founder of Chogori India Retail Limited which is a
Appoint Hemant Sachdev (DIN: 01635195) as Non-
METROPOLIS HEALTHCARE distributer of outdoor brands. He is the spouse of Ms. Ameera Shah, promoter and
11-Aug-2021 AGM Management Executive Non-Independent Director from 27 May For For
LTD. MD. He is an entrepreneur and has two decades of experience. He will be liable to
2021, liable to retire by rotation
retire by rotation and his appointment is in line with statutory requirements.
Q2
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management For For
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management For For 24. 3% of standalone PAT, in line with the target payout ratio of 25-30% of profits
(face value of Re. 1.0) for FY21
Q2 as articulated in the dividend distribution policy.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mukesh M. Patel, 67 has over four decades of experience in the legal field and has
Reappoint Mukesh M. Patel (DIN: 00053892) as
been on the board since 1997. He is the proprietor at Mukesh M. Patel & Co. He
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
attended 100% board meetings held in FY21 (6/6). He retires by rotation and his
retire by rotation
Q2
Ratify remuneration of Rs. 1.23 mn payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management For For
Dalwadi & Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Q2
Reappoint Apurva S. Diwanji (DIN: 00032072) as
Apurva S. Diwanji, 52, is a partner at the law firm, Desai and Diwanji. His
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management Independent Director for five years from 13 May For For
appointment is inline with statutory requirements.
Q2 2021
Executive directors: it has been in the range of 0. 1% to 0. 2% of standalone profit
profits to Non-Executive Directors for five years
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management For For before tax. The proposed commission is commensurate with the value rendered by
from 1 April 2021 subject to an aggregate
the Non-Executive Directors and is a compensation for their time and effort
commission of Rs. 40.0 mn per annum
Q2 invested in the company.
Ganesh Nayak is the Chief Operating Officer and Whole Time Director of the
company. He has been associated with Zydus Cadila Group since 1977 and has
Reappoint Ganesh N. Nayak (DIN: 00017481) as
been on the board since July 2017. He was paid Rs. 289. 7 mn as remuneration for
11-Aug-2021 CADILA HEALTHCARE LTD. AGM Management Executive Director for three years from 12 July For For
FY21. His potential remuneration at Rs. 318. 7 mn for FY22, including variable
pay. His reappointment is inline with statutory requirements and his remuneration is
comparable to the industry peers and complexity of the business.
Q2
11-Aug-2021 I T C LTD. AGM Management For For
Confirm interim dividend of Rs. 5.0 per share and The aggregate dividend for FY21 is Rs. 10. 75 per share versus Rs. 10. 15 per share
11-Aug-2021 I T C LTD. AGM Management declare final dividend of Rs. 5.75 per share (face For For in FY20. The dividend outflow for FY21 is Rs. 132. 3 bn and the dividend payout
Q2 value Re. 1.0 each) for FY21 ratio is 101. 5% of standalone PAT.
Hemant Bhargava, 61, is the Former Managing Director of Life Insurance

Corporation of India (LIC), which owned 16. 2% of the company’s equity on 30
Reappoint Hemant Bhargava (DIN: 01922717) as
11-Aug-2021 I T C LTD. AGM Management For For June 2021. He is a non-executive non-independent director, representing LIC on the
board of ITC Limited. He attended 100% (6 out of 6) board meetings in FY21. He
is liable to retire by rotation and his reappointment meets all statutory requirements.
Q2
Sumant Bhargavan, 57, is a Whole Time Director of ITC Limited and is responsible
for overseeing the FMCG Businesses of the company including Cigarettes, Personal
Reappoint Sumant Bhargavan (DIN: 01732482) as
11-Aug-2021 I T C LTD. AGM Management For For Care, Education & Stationery Products, Matches and Agarbattis. He attended 100%
(6 out of 6) board meetings in FY21. He is liable to retire by rotation and his
reappointment as meets all statutory requirements.
Q2
SRBC & Co. LLP were appointed as statutory auditors in the 2019 AGM for a term
of five years. The company proposes audit fees aggregating Rs. 34. 0 mn for FY22.
Ratify FY22 remuneration aggregating Rs. 34 mn to We expect aggregate auditor remuneration (including tax audit and other fees) to
SRBC & Co. LLP as statutory auditors for FY22 exceed Rs. 50 mn – which remains commensurate with the size and scale of the
business. The company must disclose the nature of services provided by firms of the
same audit network.
Q2
Shyamal Mukherjee, 61, is the former Chairperson and Senior Partner of
Appoint Shyamal Mukherjee (DIN: 03024803) as
PricewaterhouseCoopers (PwC) in India and has more than 37 years of experience.
an Independent Director from 11 August 2021 for
11-Aug-2021 I T C LTD. AGM Management For For He held several leadership roles, including PwC India’s Brand & Strategy Leader
five years or earlier date to confirm with retirement
and Leader of PwC India’s Tax practice. His appointment as an Independent
policy
Director from 11 August 2021 meets all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sumant Bhargavan, 57, was appointed as a Whole Time Director on the Board of
ITC effective 16 November 2018. He was paid a remuneration of Rs. 62. 4 mn
(inclusive of ESOPs/ESARs) in FY21, which was 107x median employee
remuneration. We estimate his FY23 remuneration at upto Rs. 121. 6 mn (assuming
Reappoint Sumant Bhargavan (DIN: 01732482) as LTI at maximum of 0. 05% of net profits), which is commensurate with the size and
Whole Time Director for three years from 12 July complexity of the responsibilities and is comparable to peers. Although our estimate
2022 or earlier date to conform with the retirement of maximum payout is Rs. 121. 6 mn, we expect the board to remain judicious
policy and fix his remuneration while setting executive remuneration. While we recognize that about 80% of his
remuneration is variable and links pay with performance, we expect the company to
disclose performance metrics and the performance vis-à-vis these benchmarks for
determining the variable remuneration payable to executive directors. The company
must consider setting a cap in absolute terms on the amount of long-term incentives.
Q2
Ratify remuneration of Rs. 450,000 (plus
reimbursement of actual expenses) for ABK &
The proposed remuneration is comparable to the size and complexity of the
11-Aug-2021 I T C LTD. AGM Management Associates, cost auditors for ‘Wood Pulp’, ‘Paper For For
business.
and Paperboard’ and ‘Nicotine Gum’ products of
Q2 the company for FY22
Ratify remuneration of Rs. 575,000 (plus
reimbursement of actual expenses) for S.
Mahadevan & Co., cost auditors for all products The proposed remuneration is comparable to the size and complexity of the
other than the ‘Wood Pulp’, ‘Paper and Paperboard’ business.
and ‘Nicotine Gum’ products of the company for
Q2 FY22
We have relied upon the auditors’ report, which has raised concern on the impact of
the Covid-19 pandemic on the financial statements. Except for the COVID-19
SATIN CREDITCARE Adoption of standalone and consolidated financial
11-Aug-2021 AGM Management For For pandemic related issues raised, the auditors are of the opinion that the financial
NETWORK LIMITED statements for the year ended 31 March 2021
Q2
Christian Ramm, 45, is the Nominee Director of Nordic Microfinance Initiative,
Reappoint Christian Ramm (DIN: 08096655) as which held 6. 47% in the company as on 30 June 2021. He is an Investment
SATIN CREDITCARE
11-Aug-2021 AGM Management Non-Executive Non-Independent Director, liable to For For Director at Nordic Microfinance Initiative. He has been on the board since May
NETWORK LIMITED
retire by rotation 2020 and has attended all board meetings in FY21. He retires by rotation and his
Q2
Walker Chandiok & Co LLP will be completing a tenure of 4 years at the AGM of
Auditors of Banks and NBFCs, Walker Chandiok & Co LLP will be ineligible to
Appoint SS Kothari Mehta & Company as Statutory continue beyond 30 September 2021. Walker Chandiok & Co LLP will resign
SATIN CREDITCARE
11-Aug-2021 AGM Management Auditors for three years starting from FY22 and fix For For effective from the conclusion of the 2021 AGM. Accordingly, the company
NETWORK LIMITED
their remuneration at Rs. 3.3 mn for FY22 recommends the appointment of SS Kothari Mehta & Company as statutory
auditors for a term of three years. Their appointment is in line with statutory
requirements. The company proposes up to Rs 3. 3 mn as statutory audit fees for
FY22, which is reasonable given the size of the business.
Q2
SATIN CREDITCARE The issuance of debt securities on private placement basis will be within the
11-Aug-2021 AGM Management (NCDs) on a private placement basis of up to Rs. For For
NETWORK LIMITED company’s borrowing limit of Rs. 150 bn.
Q2 50.0 bn
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company has clarified that the proposed resolution is not to issue / grant any
ESOP shares required but to manage the funds of the company more efficiently.
The proposed amount will be utilized for making payment of final call money
pending for Rights Issue that the trust has subscribed on 1 September 2020 and for
Grant loan of Rs. 50.0 mn to the trust for purchase
SATIN CREDITCARE repayment of amount borrowed from a third party along with interest accrued, for
11-Aug-2021 AGM Management of shares under Satin Employee Stock Option For For
NETWORK LIMITED subscribing to the Rights Issue Shares. For subscribing to the rights issue, the trust
Scheme - 2017
borrowed money from third party at interest of 15% p. A: the company proposes to
repay the high interest loans from the third party with loans from the company.
While we do not support the scheme, given the discount to market price, the
elimination of high interest debt will be beneficial to the company and shareholders.
Q2
11-Aug-2021 BAJAJ ELECTRICALS LTD. AGM Management For For
Madhur Bajaj, 69, represents the promoter family on the board. He is the Vice
Reappoint Madhur Bajaj (DIN: 00014593), as
11-Aug-2021 BAJAJ ELECTRICALS LTD. AGM Management For For Chairperson of Bajaj Auto Ltd. His reappointment as director liable to retire by
director liable to retire by rotation
Q2 rotation meets all statutory requirements.
Rajiv Bajaj, 55, represents the promoter family on the board. He is the Managing
Reappoint Rajiv Bajaj (DIN: 00018262) as director
11-Aug-2021 BAJAJ ELECTRICALS LTD. AGM Management For For Director of Bajaj Auto Ltd. His reappointment as director liable to retire by rotation
Anuj Poddar, 46 was associated with the company as independent director for two
years and was appointed as an executive director in the AGM of 2019. Anuj Poddar
was paid a remuneration of Rs 53. 5 mn (including commission and fair value of
ESOPs) in FY21. The company proposes to add an element of variable commission
at 0. 5% of net profits to the remuneration approved in the AGM of 2019. As per
our estimates his remuneration for FY22 will be ~ Rs 67. 3 mn (including
Approve revision in remuneration of Anuj Poddar commission and fair value of ESOPs) of which 44% is variable and linked to
11-Aug-2021 BAJAJ ELECTRICALS LTD. AGM Management (DIN: 01908009) Executive Director from 1 For For performance. The proposed remuneration is in line with that paid to peers in the
January 2021 till 31 October 2023 industry and commensurate with the size and scale of Bajaj Electricals. As a good
practice, we expect Bajaj Electricals to disclose all components of proposed
remuneration, both fixed and variable (including ESOPs) and the performance
metrics for the grant of variable pay. As profits grow, the company must also cap
the commission payable to Anuj Poddar. We raise concern that executive
remuneration has grown by over 101. 7%, while non-managerial employee
remuneration was up only 2. 8%.
Q2
The company had implemented the Bajaj Electricals Limited Employee Stock
Option Plan 2015 (ESOP 2015), which was approved by shareholders through
postal ballot dated 21 January 2016. With a view to retain and incentivize talent and
to facilitate employee cost rationalization by use of employee stock options, the
Approve amendment to ‘Bajaj Electricals Limited company proposes to increase the individual limit of options from 100,000 options
Employee Stock Option Plan 2015 to 200,000 options per employee in any financial year and in aggregate under the
ESOP 2015 (this limit was increased from 40,000 options to 100,000 options in the
AGM of 2020). This is ~ 6. 6% of the overall scheme size, over the entire period of
the scheme which is reasonable. Further the stock options are being issued at
market price, hence there is an alignment of interest with shareholders.
Q2
Approve issuance of non-convertible debentures
The issuance will be within the approved borrowing limit of Rs. 15. 0 bn of the
11-Aug-2021 BAJAJ ELECTRICALS LTD. AGM Management (NCDs) and Commercial Papers on a private For For
company.
Q2 placement basis up to Rs. 3.0 bn
Approve remuneration of Rs. 165,000 for R. The remuneration to be paid to the cost auditor is reasonable compared to the size
Q2 Nanabhoy & Co. as cost auditors for FY22 and scale of the company’s operations.
11-Aug-2021 PIDILITE INDUSTRIES LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Declare final dividend of Rs. 8.5 per equity share of
11-Aug-2021 PIDILITE INDUSTRIES LTD. AGM Management For For The total dividend amounts to Rs. 4. 3 bn and the dividend payout ratio is 39. 9%.
Q2 face value Re. 1.0 each for FY21
A N Parekh, 49, is part of the promoter family. He is currently designated as

Reappoint A N Parekh (DIN: 00111366) as
11-Aug-2021 PIDILITE INDUSTRIES LTD. AGM Management For For Executive Director. He has attended all seven board meetings in FY21. He retires
Director
by rotation and his reappointment meets all statutory requirements.
Q2
Debabrata Gupta, 58, was appointed on the board in March 2020. He is currently
Reappoint Debabrata Gupta (DIN: 01500784) as designated as the Executive Director (Director – Operations). He has attended
Director 100% of board meetings in FY21. He retires by rotation. His reappointment meets
Rajeev Vasudeva, 62, is the former Global CEO, Egon Zehnder. He is a qualified
Chartered Accountant and an MBA from University of Michigan, Ann Arbor. He
started his own management consultancy firm Sachar Vasudeva & Associates in
Appoint Rajeev Vasudeva (DIN: 02066480) as
1986 that provided advice to multinational firms on India entry strategies. The firm
11-Aug-2021 PIDILITE INDUSTRIES LTD. AGM Management Independent Director for five years from 10 For For
was merged with Egon Zehnder International to commence Egon Zehnder’s India
September 2020
operations. He was appointed as Global CEO of Egon Zehnder in 2014 and served
till 2018. His appointment as Independent Director is in line with the statutory
requirements.
Q2
Vinod Dasari, 54, is the Executive Director of Eicher Motors Limited and Former
CEO and MD, Ashok Leyland Limited. He has served on the board since
Reappoint Vinod Dasari (DIN: 00345657) as
September 2015. He has attended 86% of board meetings in FY21. While we
11-Aug-2021 PIDILITE INDUSTRIES LTD. AGM Management Independent Director for five years from 1 For For
support his reappointment, we believe shareholder approval for his reappointment
September 2020
should have been sought on or before the completion of his first term as
Ratify remuneration of Rs. 173,500 to be paid to V The total remuneration proposed is reasonable compared to the size and scale of the
Q2 J Talati & Co as cost auditors for FY22 company’s operations.
11-Aug-2021 GREAVES COTTON LTD. AGM Management For For
Approve final dividend of Rs. 0.2 per share of face The total dividend for FY21 is Rs. 0. 2 per equity share. The total dividend payout
11-Aug-2021 GREAVES COTTON LTD. AGM Management For For
Q2 value Rs. 2.0 each is Rs. 46. 2 mn and the payout ratio is 44. 6% in FY21.
Karan Thapar, 64, is promoter and Chairperson at Greaves Cotton Limited. He has
Reappoint Karan Thapar (DIN: 00004264) as Non-
11-Aug-2021 GREAVES COTTON LTD. AGM Management For For attended all the meetings held during FY21. He is liable to retire by rotation and his
Q2 reappointment is in line with the statutory requirement.
Approve payment of minimum remuneration
aggregating Rs. 28.75 mn and waiver of excess
remuneration aggregating Rs. 21.08 mn to Nagesh
11-Aug-2021 GREAVES COTTON LTD. AGM Management For For The remuneration was commensurate with the size and complexity of the business.
Basavanhalli (DIN: 01886313) as Managing
Director and CEO from 1 April 2020 to 13 August
Q2 2020
Appoint Nagesh Basavanhalli (DIN: 01886313) as

We recognize that Nagesh is a professional and support his appointment as
Managing Director and Group CEO for five years
11-Aug-2021 GREAVES COTTON LTD. AGM Management For For Managing Director and Group CEO. The proposed remuneration is commensurate
from 5 November 2020 and fix his remuneration as
with the size and complexity of the business.
minimum remuneration for three years
Q2
Mohanan Manikram was appointed as Executive Director from 5 November 2019,
Approve payment of minimum remuneration of Rs.
and he resigned from the position on 5 November 2020. Due to inadequate profits,
9.7 mn and waiver of excess remuneration of Rs.
the company seeks shareholder ratification to pay him remuneration of Rs. 9. 7 mn
11-Aug-2021 GREAVES COTTON LTD. AGM Management 2.0 mn to Mohanan Manikram (DIN: 08555030) as For For
including waiver of excess remuneration of Rs. 2. 0 mn from 1 April 2020 to 5
Executive Director from 1 April 2020 to 5
November 2020. His remuneration is in line with peers and commensurate with the
November 2020
size and scale of operations.
Q2
Appoint Ajit Venkataraman (DIN: 07289950) as
Executive Director for three years from 14 August
11-Aug-2021 GREAVES COTTON LTD. AGM Management For For His reappointment is in line with the statutory requirement.
Q2 remuneration
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Kewal Handa (DIN: 00056826) as an
11-Aug-2021 GREAVES COTTON LTD. AGM Management Independent Director for five years from 6 May For For His reappointment is in line with the statutory requirement.
Q2 2021 to 5 May 2026
11-Aug-2021 GREAVES COTTON LTD. AGM Management Dhananjay V. Joshi & Associates as cost auditors For For
business.
Q2 for FY22
11-Aug-2021 LUPIN LTD. AGM Management For For
Declare dividend of Rs. 6.5 per equity share of Rs. The total dividend outflow for FY21 is Rs. 2. 9 bn. The dividend payout ratio is 23.
Q2 2.0 each 4%.
Reappoint Dr. Kamal K Sharma (DIN: 00209430) Dr. Kamal K Sharma, 74, is the Vice-Chairperson of the company and the former
11-Aug-2021 LUPIN LTD. AGM Management as Non-Executive Non-Independent Director, liable For For MD of Lupin. He attended all six board meetings in FY21. He retires by rotation
to retire by rotation and his reappointment is in line with all statutory requirements.
Q2
The company proposes to reappoint B S R & Co. LLP for another period of five
years starting from the 2021 AGM, which will complete their tenure of ten years as
per provisions of Section 139 of Companies Act 2013. Their reappointment is in
Reappoint B S R & Co. LLP as statutory auditors
line with statutory requirements. The company has proposed a remuneration of Rs.
11-Aug-2021 LUPIN LTD. AGM Management for a period of five years from FY22 and fix their For For
16. 6 mn plus out of pocket expenses for FY22. During FY21, audit fee was Rs. 16.
remuneration at Rs. 16.6 mn for FY22
6 mn, (excluding reimbursement of out-of-pocket expenses of Rs. 4. 5 mn). The
Q2
Ms. Christine Mundkur, 53, is the former CEO of Impopharma Inc. She has been
Reappoint Ms. Christine Mundkur (DIN:
an independent director on Lupin’s board since April 2019. She attended all six
11-Aug-2021 LUPIN LTD. AGM Management 08408494) as Independent Director for a period of For For
board meetings in FY21. Her reappointment for a further period of five years is in
five years from 11 August 2021
Q2 line with all statutory requirements.
Approve remuneration of Rs. 700,000 payable to S. The proposed remuneration to be paid to the cost auditor in FY22 is reasonable
Q2 D. Shenoy, cost auditors for FY22 compared to the size and scale of operations.
Approve grant of upto 6.0 mn stock options under
The proposed ESOP grant will align management interest to that of shareholders
11-Aug-2021 LUPIN LTD. AGM Management the Lupin Employees Stock Option Plan 2021 For For
without significant dilution for existing shareholders.
Q2 (ESOP 2021)
Approve extension of ESOP 2021 scheme to The company proposes to extend ESOP 2021 to the employees of its subsidiary
employees of subsidiaries companies. Our decision on this resolution is linked to resolution #8.
Q2
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management For For
Reappoint Nari Genomal (DIN: 00568562) as a
Covid led travel restriction would have led to lower attendance in board meeting,
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management Non-Executive Non-Independent Director, liable to For For
due to lack of information, voting in fouvor.
Sunder Genomal, 68, is promoter and Managing Director, Page Industries Ltd. He
Reappoint Sunder Genomal (DIN: 00109720) as
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management For For has attended 100% of the board meetings held in FY21. His reappointment meets
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
S.R. Batliboi & Co. LLP were appointed as the statutory auditors at the 2016 AGM
for five years; they are being reappointed for another period of five years. Their
reappointment is in line with statutory requirements. As per Regulation 36(5) of
Reappoint S R Batliboi & Associates LLP as SEBI’s LODR 2015, companies are mandated to disclose the terms of appointment/
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management statutory auditors for a period of five years from the For For reappointment of auditors, including the remuneration payable to them. The
conclusion of the FY21 AGM company has not made any disclosures on the proposed audit fees. The auditor
remuneration was Rs. 6.51 mn in FY21 (including limited review fee and
reimbursement of out-of-pocket expenses); we expect the company to fix audit fees
Q2 at reasonable levels
Appoint Mark F Fedyk (DIN: 08927892) as Non- Mark F Fedyk, 55, is the President and Chief Operating Officer of Jockey
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management Executive Non-Independent Director w.e.f 12 For For International, Inc. His appointment as Non-Executive Non-Independent Director,
November 2020 liable to retire by rotation, is in line with the statutory requirements.
Q2
V S Ganesh, 53, was appointed as Executive Director – Manufacturing &
Operations of the company for a period of five years from 25 May 2017. The
company seeks approval to appoint V S Ganesh as Executive Director & CEO for a
period of five years from 1 June 2021. V S Ganesh’s estimated proposed
Appoint V S Ganesh as Executive Director and
remuneration at Rs 42.0 mn is in comparable with peers and commensurate with the
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management CEO for a period of five years from 1 June 2021 For For
size and performance of the company. The company has capped V S Ganesh’s
and fix his remuneration at a maximum of Rs.70mn
annual remuneration at Rs.70 mn (including variable pay), which is a good practice.
However, the company should have disclosed the quantum of fixed and variable pay
in the overall structure, to determine the degree of alignment to company
performance and investor interest.
Q2
Sunder Genomal, 67, is promoter and Managing Director, Page Industries Ltd. The
company seeks approval to reappoint Sunder Genomal as Managing Director for a
period of five years from 1 August 2021. Sunder Genomal will attain the age of 70
years during his proposed tenure of five years and hence the company seeks
Reappoint Sunder Genomal as Managing Director approval through a special resolution. Sunder Genomal’s estimated proposed
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management for a period of five years from 1 August 2021 and For For remuneration at Rs 22.9 mn is in comparable with peers and commensurate with the
fix his remuneration at a maximum of Rs.36 mn size and performance of the company. The company has capped Sunder Genomal’s
annual remuneration at Rs. 36.0 mn (including variable pay), which is a good
practice. However, the company should have disclosed the quantum of fixed and
variable pay in the overall structure, to determine the degree of alignment to
company performance and investor interest.
Q2
In FY21, the non-executive directors were paid a total remuneration (excluding
Approve payment of remuneration of up to Rs. 10.0 siting fees) of Rs.7.5 mn, which is reasonable and represents ~0.2% of FY21 PBT.
12-Aug-2021 PAGE INDUSTRIES LTD AGM Management For For
mn to non-executive directors for FY22 The company proposes to cap the amount at Rs. 10.0 mn for FY22. Setting a cap on
the absolute level of remuneration to non-executive directors is a good practice.
Q2
regarding the accounting and restatement of financial statements due to the scheme
of amalgamation with Harita Seating System Limited and four of its holding
12-Aug-2021 MINDA INDUSTRIES LTD. AGM Management For For companies: the auditors’ opinion is not modified in respect of this matter. Based on
the auditors’ report, which is unqualified, the financial statements are in accordance
with generally accepted accounting policies and Indian Accounting Standards (IND-
Q2 AS).
The company proposes final dividend of Rs. 0. 5 per equity share and has paid
Approve final dividend of Rs. 0.5 per share and
interim dividend of Rs. 0. 35 per equity share, aggregating to Rs. 0. 85 per equity
12-Aug-2021 MINDA INDUSTRIES LTD. AGM Management ratify interim dividend of Rs. 0.35 per share of face For For
share in FY21. The total dividend outflow for FY21 including the interim dividend
value Rs. 2.0 each for FY21
Q2 is Rs. 233. 1 mn and dividend payout is 19. 6%.
Nirmal K Minda, 64, is the Chairperson and Managing Director and promoter of
the company. He attended 100% (8 out of 8) board meetings in FY21. We note that
Reappoint Nirmal K Minda (00014942) as Director,
12-Aug-2021 MINDA INDUSTRIES LTD. AGM Management For For he is on the board of 14 other companies, which likely folds into his job description.
He is liable to retire by rotation and his reappointment meets all statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to appoint S. R. Batliboi & Co. LLP as statutory auditors for
five years in place of B S R & Co LLP who have completed a tenure of ten years.
The audit fee proposed for statutory audit and limited review is Rs 11. 85 mn
Appoint S. R. Batliboi & Co. LLP as the statutory excluding out of pocket expenses for FY22. B S R & Co LLP were paid
12-Aug-2021 MINDA INDUSTRIES LTD. AGM Management auditor for five years from conclusion of FY21 For For remuneration for statutory audit of Rs. 17. 8 mn in FY21, including for conducting
AGM and fix their remuneration the audit for erstwhile Harita Seating Systems Limited. The proposed remuneration
understand if there is a commensurate reduction in the scope of audit.
Q2
12-Aug-2021 MINDA INDUSTRIES LTD. AGM Management For For
Jitender Navneet & Co, cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
Rakesh Batra, 66, is a former Partner and National Leader – Auto Sector at Ernst &
Appoint Rakesh Batra (DIN: 06511494) as an Young LLP. He has management and consulting experience of 40 years in India, U.
12-Aug-2021 MINDA INDUSTRIES LTD. AGM Management Independent Director for three years from 19 July For For S. And Australia in the Automotive, Industrial Equipment and Manufacturing
2021 to 18 July 2024 industries with corporate strategy and business transformation experience. His
appointment as an Independent Director meets all statutory requirements.
Q2
12-Aug-2021 DISA INDIA LTD. AGM Management For For
Declare final dividend of Rs. 10 per equity share The total dividend for FY21 is Rs. 10 per share, total dividend outflow is Rs. 14. 5
Q2 (face value Rs. 10.0) for FY21 mn, and dividend payout ratio is low at 6. 2%.
Ms. Ulla Hartvig Plathe Tonnesen, 51, Promoter Representative, is Senior Vice
Reappoint Ms. Ulla Hartvig Plathe Tonnesen (DIN:
President of DISA Industries AS of Norican Group. She has been on the board
12-Aug-2021 DISA INDIA LTD. AGM Management 08507796) as Non-Executive Non-Independent For For
since July 2019 and has attended all the board meetings in FY21. She retires by
rotation and her reappointment meets all statutory requirements.
Q2
Ratify remuneration of Rs.165,000 for Rao Murthy The total remuneration proposed is reasonable compared to the size and scale of
& Associates, as cost auditors for FY21 company’s operations.
Q2
Bhagya Chandra Rao, 65, was Group Managing Director of Kennametal India
Limited. He has been brought onto the board to replace Sanjay Arte, former
Chairperson and Independent Director, who passed away on 10 November 2020.
Appoint Bhagya Chandra Rao (DIN: 00211127) as He has over 40 years of working experience wherein he worked with companies
12-Aug-2021 DISA INDIA LTD. AGM Management Independent Director for five years from 28 January For For such as ABB Limited, IFB Industries Limited, Anand Group, WIDIA, Sandvick
2021 Asia Ltd. His major roles include Managing Director of Kennametal India Limited
(2012-20), Chairperson of Widia India Tooling Private Limited (2018-20) and
President, Sandvik Asia Ltd, SMC Supply Chain and Rock Tools (2004-2012). His
Q2
Michael Declan Guerin, 51, Promoter representative, is the CFO of Norican Group.
Appoint Michael Declan Guerin (DIN:
He also worked for Rolls-Royce Holdings plc as Group Chief Restructuring Officer
12-Aug-2021 DISA INDIA LTD. AGM Management For For and as CFO for the Marine sector and has over 22 years of work experience in the
Director from 11 February 2021, liable to retire by
industrial goods sector. He is liable to retire by rotation and his appointment meets
rotation
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Former Chairperson and Independent Director, Sanjay Arte, passed away on 10

November 2020. Consequently, his commission for FY21 was prorated and
amounted to Rs. 0. 24 mn. To fill in the vacancy cause by his demise, Bhagya
Approve commission of Rs. 0.4 mn payable to Ms. Chandra Rao was appointed as an Independent Director, subject to shareholder
Deepa Hingorani (DIN: 00206310), Independent approval. The commission payable for Bhagya Chandra Rao for FY21, is also
12-Aug-2021 DISA INDIA LTD. AGM Management Director for FY21, being in excess of 50% of the For For prorated and amounted to Rs. 0. 07 mn. Given, the lower commissions payable to
total annual remuneration payable to all Non- Sanjay Arte and Bhagya Chandra Rao, the commission of Rs. 0. 4 mn per director,
Executive Directors approved by shareholders and payable to Ms. Deepa Hingorani for FY21 has
exceeded 50% of the total remuneration payable to all Non-Executive Directors.
We support the resolution given that the payout is in line with that approved by
shareholders already.
Q2
12-Aug-2021 M R F LTD. AGM Management For For
The company paid two interim dividends of Rs. 3. 0 each and proposes to pay a
Approve final dividend of Rs. 94.0 per share and final dividend of Rs. 94. 0 per equity share and special dividend of Rs. 50. 0 per
12-Aug-2021 M R F LTD. AGM Management special dividend of Rs. 50.0 per share of face value For For equity share, a total of Rs 150. 0 per share for FY21 (Rs. 100. 0 in FY20). The total
Rs. 10.0 each for FY21 dividend outflow for FY21, including interim dividend is Rs. 636. 2 mn and
Ms. Ambika Mammen, 66, is part of the promoter family and Non-Executive
Reappoint Ms. Ambika Mammen (DIN: 00287074)
12-Aug-2021 M R F LTD. AGM Management For For Director of the company. She attended 100% of the board meetings in FY21. She is
liable to retire by rotation and her reappointment meets all statutory requirements.
Q2
Samir Thariyan Mappillai, 39, is part of the promoter family and Whole-time
Reappoint Samir Thariyan Mappillai (DIN:
12-Aug-2021 M R F LTD. AGM Management For For Director of the company. He attended 100% of the board meetings in FY21. He is
07803982) as Director, liable to retire by rotation
liable to retire by rotation and his reappointment meets all statutory requirements.
Q2
The company proposes to appoint M M Nissim & Co LLP as joint statutory auditors
for five years in place of SCA and Associates who have completed their first tenure
of five years. We note that M M Nissim & Co LLP is being appointed as a joint
Appoint M M Nissim & Co LLP as the joint
auditor after completing a cooling off period of five years, which is in line with
12-Aug-2021 M R F LTD. AGM Management statutory auditors for five years from conclusion of For For
regulations. The FY22 audit fee proposed is Rs 4. 18 mn excluding out of pocket
expenses. SCA & Associates were paid a statutory audit fee of Rs 3. 6 mn in FY21.
The proposed remuneration is reasonable compared to the size and scale of the
Q2
Approve remuneration of Rs. 840,000 payable to C. The total remuneration proposed to be paid to the cost auditors in FY22 is
12-Aug-2021 M R F LTD. AGM Management For For
Q2 Govindan Kutty, cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
of COVID-19 pandemic on the financial statements. Except for the COVID related
12-Aug-2021 BATA INDIA LTD. AGM Management For For issues mentioned in the consolidated financial statements, the auditors are of the
The company proposes to declare a dividend of Rs. 4. 0 per equity share for FY21.
12-Aug-2021 BATA INDIA LTD. AGM Management For For The total dividend outflow for FY21 is Rs. 0. 5 bn, despite Bata India having
Q2 reported losses in FY21.
Reappoint Alberto Toni (DIN: 08358691) as Non- Alberto Toni, 53, is CFO and Executive Committee Member of the Bata Group. He
12-Aug-2021 BATA INDIA LTD. AGM Management Executive Non-Independent Director, liable to retire For For has attended all the board meetings held in FY21. His reappointment is in line with
Q2 by rotation statutory requirements.
Ms. Vidhya Srinivasan, 51, is former Executive Director – Finance, Legal and IT
and CFO at Puma Sports. She has over 23 years of experience in finance, strategy,
Appoint Ms. Vidhya Srinivasan (DIN: 06900413) as business planning, legal and commercial functions. In the past she has worked with
12-Aug-2021 BATA INDIA LTD. AGM Management Director, liable to retire by rotation w.e.f 9 June For For organizations like Aditya Birla Retail Limited and Glenmark Pharmaceuticals
2021 Limited. She has also served at the Global Consulting Firm – A. T. Kearney (now
Kearney), as a senior consultant, in India as well as in Asia Pacific. Her
appointment as Director is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Vidhya Srinivasan, 51, has over 23 years of experience in finance, strategy,
business planning, legal and commercial functions. The company proposes to
appoint her as Executive Director and CFO for a term of five years from 9 June
2021 to 8 June 2026. We estimate Ms. Vidhya Srinivasan’s FY22 remuneration at
Appoint Ms. Vidhya Srinivasan (DIN: 06900413) as Rs. 26. 9 mn. The company has clarified that there are specific metrics on the basis
Director Finance & CFO for a period of five years of which variable pay is determined such as EBIT, Turnover and Turnover FA2A
12-Aug-2021 BATA INDIA LTD. AGM Management from 9 June 2021 to 8 June 2026 and fix her For For (From Anywhere to Anywhere). Her estimated proposed remuneration is
minimum remuneration for a period of three years comparable with peers and commensurate with her experience. Further, she is a
from 9 June 2021 professional, whose skills carry a market value. The company has stated that it may
have inadequate profits or losses in FY22 and thereafter. Hence the resolution seeks
approval to pay the above remuneration and the merit increase (upto 15% annually)
as minimum remuneration for a maximum of first three financial years of
appointment.
Q2
Gunjan Shah, 45, is former Chief Commercial Officer at Britannia Industries. Prior
to this he was Head- Britannia International where he led the complete business
P&L for the international business lines. He has experience of working across
varied sectors spanning consumer durables, telecom and FMCG. His appointment
Appoint Gunjan Shah (DIN: 00082504) as Director,
12-Aug-2021 BATA INDIA LTD. AGM Management For For as Director is in line with statutory requirements. He replaces Sandeep Kataria as
liable to retire by rotation w.e.f. 21 June 2021
CEO: Sandeep Kataria has been elevated as Global CEO of Bata Brands. As per
clarification put up by the company on the stock exchanges, Sandeep Kataria would
relinquish his position as Executive Director & CEO effective immediately after the
FY21 AGM.
Q2
Gunjan Shah, 45, is being appointed as Executive Director and CEO. We estimate
Gunjan Shah’s FY22 remuneration at Rs. 52. 0 mn. The company has clarified that
there are specific metrics on the basis of which variable pay is determined such as
Appoint Gunjan Shah (DIN: 08525366) as
EBIT, Turnover and Turnover FA2A (From Anywhere to Anywhere). His estimated
Executive Director & CEO for a period of five years
proposed remuneration is commensurate with the size and complexities of the
12-Aug-2021 BATA INDIA LTD. AGM Management from 21 June 2021 to 20 June 2026 and fix his For For
business. Further, he is a professional, whose skills carry a market value. The
minimum remuneration for a period of three years
company has stated that it may have inadequate profits or losses in FY22 and
from 21 June 2021
thereafter. Hence the resolution seeks approval to pay the above remuneration and
the merit increase (upto 15% annually) as minimum remuneration for a maximum
of first three financial years of appointment.
Q2
Ms. Radha Rajappa, 54, is Executive Chairperson, Flutura Decision Sciences and
Appoint Ms. Radha Rajappa (DIN: 08530439) as Analytics. Prior to this she was leading Digital and Services business at Microsoft
12-Aug-2021 BATA INDIA LTD. AGM Management Independent Director for a term of five years from 9 For For India. In the past she was Executive Vice President, Mindtree, where she was
June 2021 to 8 June 2026 responsible for building and leading the global digital business. Her appointment as
Q2
The company proposes to pay a remuneration to the Non-Executive Directors
including Independent Directors (other than Directors in whole time employment of
the company or the Managing Director) of the company and which, in case of
Alteration of Article 83 of the Articles of
12-Aug-2021 BATA INDIA LTD. AGM Management For For inadequate profits or no profits, may exceed the limits specified under regulations.
Association
Accordingly, the company seeks approval to alter the article 83 of the articles of
association to enable the aforesaid payment of remuneration to the Non-Executive
Directors, in case of inadequate profits or no profits.
Q2
In the last five years, the company paid commission to independent directors
aggregating Rs. 5. 6 mn to 7. 0 mn, which is ~0. 1% to 0. 3% of standalone PBT
Approve payment of commission to Non-Executive each year, which is line with market practices. The company proposes to pay a
Directors and Independent Directors upto Rs 15.0 commission upto Rs 15. 0 mn for each of the three years from 1 April 2020 in case
12-Aug-2021 BATA INDIA LTD. AGM Management mn in the event of profits as well as in the event of For For of profits as well as in case of inadequate profits or losses. The proposed
no profits/inadequate profits for three years from 1 commission is commensurate with the value rendered by the Non-Executive
April 2020 Directors and Independent Directors and is a compensation for their time and effort
invested in the company. Setting a cap on the absolute level of remuneration to non-
executive directors is a good practice.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management For For
The total dividend outflow for FY21 is Rs. 5. 2 bn, while the dividend payout ratio
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management share and declare final dividend of Rs. 25 per equity For For
is 104. 7%.
Q2 share (face value Rs. 10.0) for FY21
Thomas Hoffman, 50, is Head of Treasury, Bayer AG, the promoter company. He
Reappoint Thomas Hoffman (DIN:06485949) Non-
has been on the board since September 2019 and has attended all the board
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management Executive Non-Independent Director, liable to retire For For
meetings in FY21. He retires by rotation and his reappointment meets all statutory
by rotation
Q2 requirements.
Harsh Bhanwala, 59, is Executive Chairperson of Capital India Finance Limited.

He has also served as Chairperson of National Bank for Agriculture and Rural
Appoint Dr. Harsh Bhanwala (DIN:06417704) as
Development (NABARD) and Vice Chairperson of Asia-Pacific Rural and
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management Independent Director for five years from 12 August For For
Agricultural Credit Association (APRACA). He is a Postgraduate in Management
2021
Indian Institute of Management Ahmedabad and holds Ph. D. In Management. His
Q2
Sara Boettiger, 53, is the Head of Public Affairs, Science & Sustainability for the
Appoint Sara Boettiger (DIN:09012747) as Non-
Crop Science division of Bayer and a member of the Executive Leadership. She has
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management Executive Non-Independent Director form 12 For For
a PhD in Agricultural and Resource Economics from the University of California,
February 2021, liable to retire by rotation
Berkeley. Her appointment meets all statutory requirements.
Q2
Reappoint Pankaj Patel (DIN:00131852) as Pankaj Patel, 58, is Chairperson of the board and Chairperson of Zydus Cadila. He
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management Independent Director for five years from 12 For For has been on the board since July 2016 and has attended all the board meetings in
September 2021 FY21. His reappointment meets all statutory requirements.
Q2
Ratify remuneration of Rs.590,000 for D. C. Dave The total remuneration proposed is reasonable compared to the size and scale of
12-Aug-2021 BAYER CROPSCIENCE LTD. AGM Management For For
Q2 & Co as cost auditors for FY22 company’s operations.
12-Aug-2021 CUMMINS INDIA LTD. AGM Management For For
The company proposes final dividend of Rs. 8 per equity share and has paid interim
Approve final dividend of Rs. 8 per share and ratify
dividend of Rs. 7 per equity share, aggregating to Rs. 15 per equity share in FY21.
12-Aug-2021 CUMMINS INDIA LTD. AGM Management interim dividend of Rs. 7 per share of face value Rs. For For
The total dividend outflow for FY21 including the interim dividend is Rs. 4. 2 bn
2.0 each for FY21
Q2 and dividend payout is 67. 3%.
Donald Jackson, 52, is head of Global Corporate Treasury at Cummins Inc and is a
Reappoint Donald Jackson (DIN: 08261104) as Non-Executive Non-Independent Director on the board of Cummins India Limited.
Director, liable to retire by rotation He attended 100% (7 out of 7) board meetings in FY21. He is liable to retire by
Q2
The company proposes to appoint Price Waterhouse & Co Chartered Accountants
Appoint Price Waterhouse & Co Chartered LLP as statutory auditors for five years in place of S R B C & Co LLP who have
Accountants LLP as the statutory auditors for five completed their tenure of five years. The audit fee proposed is Rs 12. 5 mn
years from conclusion of FY21 AGM and fix their excluding out of pocket expenses. S R B C & Co LLP were paid a statutory audit
remuneration fee of Rs 10. 7 mn in FY21. The proposed remuneration is reasonable compared to
the size and scale of the company’s operations.
Q2
Steven Chapman, 67, is former Vice President - China and Russia for Cummins
Appoint Steven Chapman (DIN 00496000) as
Inc. He was appointed as a non-executive non-independent director and
12-Aug-2021 CUMMINS INDIA LTD. AGM Management Director, liable to retire by rotation, from 1 October For For
Chairperson of Cummins India Limited from 1 October 2020. He is liable to retire
2020
by rotation and his appointment meets all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve remuneration of Rs. 950,000 payable to C The total remuneration proposed to be paid to the cost auditors in FY22 is
S Adawadkar & Co, cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
Cummins India proposes to sell internal combustion engines, gensets, their parts
and accessories amounting to Rs. 5. 0 bn to Cummins Ltd, UK. The proposed
Approve related party transactions for sale of
transaction is ~10. 6% of total income and 11. 3% of the networth of Cummins
internal combustion engines, gensets and their parts
12-Aug-2021 CUMMINS INDIA LTD. AGM Management For For India for FY21. The company has sold goods (including engines and related
and accessories up to Rs. 5.0 bn with Cummins
accessories) of around Rs. 3. 8 bn and Rs. 4. 5 bn to Cummins Ltd, UK in FY21
Limited, UK for FY22
and FY20 respectively. The notice confirms that transactions are in the ordinary
course of business and will be at arm’s length.
Q2
Cummins India proposes to purchase B, C and L series internal combustion
Approve related party transactions for the purchase engines, parts and accessories amounting to Rs. 11. 0 bn from Tata Cummins Pvt.
of B, C, and L series of internal combustion Ltd. The proposed transaction is ~23. 4% of total income and 24. 9% of networth of
12-Aug-2021 CUMMINS INDIA LTD. AGM Management engines, and their parts and accessories up to Rs. For For Cummins India for FY21. The company had purchased goods from TCPL of
11.0 bn with Tata Cummins Private Limited for around Rs. 7. 2 bn and Rs. 9. 1 bn in FY21 and FY20 respectively. The notice
FY22 confirms that these transactions are in the ordinary course of business and will be at
Q2 arm’s length.
13-Aug-2021 BHARAT FORGE LTD. AGM Management For For
Q2
Approve final dividend of Rs. 2.0 per equity share The total dividend outflow for FY21 is Rs. 931. 2 mn and dividend payout is 29.
13-Aug-2021 BHARAT FORGE LTD. AGM Management For For
Q2 of face value Rs. 2.0 each for FY21 8% of standalone PAT.
K. M. Saletore, 54, is the Executive Director and CFO of the company. He attended
Reappoint K. M. Saletore (DIN: 01705850) as
13-Aug-2021 BHARAT FORGE LTD. AGM Management For For 100% (7 out of 7) board meetings in FY21. He is liable to retire by rotation and his
P. C. Bhalerao, 71, is Non-Executive Director of the company. He attended 100%
Reappoint P. C. Bhalerao (DIN: 00037754) as
13-Aug-2021 BHARAT FORGE LTD. AGM Management For For (7 out of 7) board meetings in FY21. He is liable to retire by rotation and his
B P Kalyani’s FY21 remuneration was Rs. 36. 9 mn – a reduction from previous

levels on account of the company’s slowdown in performance, an impact of the
COVID-19 pandemic. We estimate his remuneration at Rs. 48. 7 mn for FY22. His
Reappoint B. P. Kalyani (DIN: 00267202) as estimated remuneration is reasonable for the size and complexity of business and in
13-Aug-2021 BHARAT FORGE LTD. AGM Management Executive Director for five years from 23 May 2021 For For line with peers. Further, he is a professional and his skills and experience carry a
and fix his remuneration market value. The remuneration resolution is open-ended: we expect companies to
cap the absolute amount of commission or overall pay to Executive Directors.
Further, the company must disclose performance metrics that will determine B. P.
Kalyani’s commission.
Q2
S E Tandale’s FY21 remuneration was Rs. 38. 8 mn – a reduction from previous
levels on account of the company’s slowdown in performance, an impact of the
COVID-19 pandemic. We estimate his remuneration at Rs. 52. 0 mn for FY22. His
Reappoint S. E. Tandale (DIN: 00266833) as estimated remuneration is reasonable for the size and complexity of business and in
13-Aug-2021 BHARAT FORGE LTD. AGM Management Executive Director for five years from 23 May 2021 For For line with peers. Further, he is a professional and his skills and experience carry a
and fix his remuneration market value. The remuneration resolution is open-ended: we expect companies to
cap the absolute amount of commission or overall pay to Executive Directors.
Further, the company must disclose performance metrics that will determine S. E.
Tandale’s commission.
Q2
Approve remuneration of Rs. 1.2 mn payable to
13-Aug-2021 BHARAT FORGE LTD. AGM Management Dhananjay V. Joshi & Associates, cost auditor for For For
Q2 FY22
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Post the change in control, V S S Mani will remain the company’s Managing
Director and CEO. His FY21 remuneration was Rs. 29. 6 mn. We estimate V. S. S.
Mani’s FY22 pay to be Rs. 43. 0 mn, which is reasonable for the size of the
business and comparable to peers. We note that the proposed fixed pay has
increased by 67% over his previous remuneration terms. Further, there is no cap on
Reappoint V. S. S. Mani (DIN: 00202052) as his performance linked incentive, which was earlier capped at 1% of net profits: the
13-Aug-2021 JUST DIAL LTD. EGM Management Managing Director and CEO for five years from 1 For For company has clarified that his overall remuneration will be subject to caps as per
August 2021 and fix his remuneration the Companies Act and listing regulations. We expect the board to remain judicious
while deciding his future remuneration. We expect the company to disclose
performance metrics and the performance vis-à-vis these benchmarks for
determining the variable remuneration payable to executive directors. The company
must consider setting a cap in absolute terms on the amount of performance linked
incentives.
Q2
The board size is being rationalized with the expectation that RRVL’s nominees
will be appointed subsequent to the change in control: V Krishnan, who has been
part of the business since inception, resigned as the Whole-time Director effective
31 July 2021. The board proposes to appoint him as Group President from 1 August
2021. He was paid remuneration of Rs. 29. 6 mn in FY21 as a Whole-time
Approve remuneration of V Krishnan in an office of
13-Aug-2021 JUST DIAL LTD. EGM Management For For Director. We estimate his FY22 remuneration at Rs. 43. 0 mn which is reasonable
profit as Group President from 1 August 2021
for the size and complexity of business. The resolution does not have a defined
timeline and therefore shareholders will not have an opportunity to review his
remuneration and employment terms going forward. However, with the imminent
change in control, we expect RRVL and the new board to objectively review V
Krishnan’s performance against his remuneration.
Q2
With the proposed equity infusion and the subsequent open offer, RRVL will own
up to 66. 95% (assuming full acceptance of open offer) in Just Dial, classifying
them as promoters. The proposed transaction will lead to an equity dilution of 25.
35% on the expanded share capital, which is high. We note that the company has
liquid investments of Rs. 15. 1 bn as on and with the preferential issue, the
company will receive additional cash of Rs. 21. 65 bn. The capital infused by
Approve preferential issue of ~21.17 mn equity
RRVL will help drive the growth and expansion of Just Dial into a comprehensive
13-Aug-2021 JUST DIAL LTD. EGM Management shares to Reliance Retail Ventures Limited For For
local listing and commerce platform. Part of proceeds shall go towards building and
aggregating to Rs. 21.65 bn
promoting its B2B marketplace platform, JD Mart, and other products in the
pipeline such as JD Xperts (on-demand home services platform), and JD Omni
(cloud-hosted business management solution for businesses for any category).
Further, we recognize that through the transaction, Just Dial will be part of the
Reliance Industries Group which is likely to be value accretive for shareholders of
Just Dial Limited in the long run.
Q2
13-Aug-2021 AKZO NOBEL INDIA LTD. AGM Management For For
Q2
For FY21, the company has proposed a final dividend of Rs. 30. 0 per share in
addition to the interim dividend of Rs. 20. 0 per share paid in February 2021 taking
Declare final dividend of Rs. 30.0 per share for
13-Aug-2021 AKZO NOBEL INDIA LTD. AGM Management For For total dividend to Rs. 50. 0 per share (Rs 14. 0 per share in FY20). The total
FY21
dividend outflow for FY21 is Rs. 2. 3 bn. The dividend payout ratio for FY21 is
Q2 109. 6% (26. 8% in FY20).
Oscar Wezenbeek, 57, is the Managing Director, Decorative Paints, Southeast &
Reappoint Oscar Christian Maria Józef Wezenbeek South Asia (SESA) at Akzo Nobel, based in Singapore. He took over as
13-Aug-2021 AKZO NOBEL INDIA LTD. AGM Management (DIN 08432564) as Non-Executive Non- For For Chairperson of the board w. E. F. 23 May 2021. He attended all four board
Independent Director, liable to retire by rotation meetings in FY21. He retires by rotation and his reappointment is in line with all
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to reappoint Price Waterhouse Chartered Accountants LLP

for another five-year term beginning FY22, which will complete their tenure of ten
Reappoint Price Waterhouse Chartered Accountants years as per provisions of Section 139 of Companies Act 2013. Their reappointment
LLP as statutory auditors for a period of five years is in line with statutory requirements. The statutory auditors were paid Rs. 14. 0 mn
from FY22 and authorize the board to fix their (including out of pocket expenses) in FY21 towards audit fees. As per Regulation
remuneration 36(5) of SEBI’s LODR 2015, companies are mandated to disclose the terms of
them. The company has not made any disclosures on the proposed audit fees.
Q2
Amit Jain, 57, is the Managing Director, L’Oreal India. He served as Managing
Director of AkzoNobel India Limited for four years from June 2009. He was later
appointed Managing Director for the AkzoNobel Decorative Business for North &
West Europe and was designated non-executive director on the board of
Appoint Amit Jain (DIN 01770475) as Independent
AkzoNobel India Limited from January 2014. He served as Non-Executive
13-Aug-2021 AKZO NOBEL INDIA LTD. AGM Management Director for a period of three years from 14 August For For
Chairperson of the board from 15 August 2017 to 22 May 2021. He is working with
2021
Loreal and is not at all involved with company for last four years after he left as
MD. Company followed regulation as per their global standards and also gave him
four years post retiring as MD to make him director. Spoken about this with
company and then voting for it.
Q2
Ratify remuneration of Rs. 0.6 mn payable to The proposed remuneration to be paid to the cost auditor in FY21 is reasonable
Chandra Wadhwa & Co., cost auditors for FY22 compared to the size and scale of operations.
Q2
13-Aug-2021 D C B BANK LTD. AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
31 March 2021
Q2
Shaffiq Dharamshi, 55, is the Head of Banking, Aga Khan Fund for Economic
Development. He has attended 11 of 15 (73%) board meetings in FY21 and 19 of
Reappoint Shaffiq Dharamshi (DIN-06925633), as
13-Aug-2021 D C B BANK LTD. AGM Management For For 29 (66%) board meetings in the last three years. We expect directors to take their
responsibilities seriously and attend all board meetings. However, since he is a sole
representative of the promoter, we support his reappointment to the board.
Q2
In line with the 27 April 2021 RBI Guidelines for Appointment of Statutory Central
Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks, DCB Bank needs
to revise the term of appointment of auditors S R Batliboi & Associates LLP from
Revise the term of S R Batliboi & Associates LLP four years to three years (till FY23) and the bank needs to appoint a minimum of
from four to three years, appoint them as joint two joint statutory auditors. The joint statutory auditors (together) shall be paid
13-Aug-2021 D C B BANK LTD. AGM Management For For
statutory auditors and to fix aggregate auditor overall audit fees of Rs 13. 0 mn plus reimbursement of out of pocket expenses for
remuneration FY22 and FY23, with authority to the audit committee of the to allocate the overall
audit fees between the joint statutory auditors, as may be mutually agreed between
the bank and the joint statutory auditors, depending upon their respective scope of
work.
Q2
Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks, the bank needs to
appoint a minimum of two joint statutory auditors. Therefore, DCB Bank proposes
to appoint Sundaram & Srinivasan for three years as joint statutory auditors to the
Appoint Sundaram & Srinivasan as joint statutory
approval of the RBI for each year during this tenure. The joint statutory auditors
13-Aug-2021 D C B BANK LTD. AGM Management auditors for three years beginning FY22, and fix For For
shall be paid overall audit fees of Rs 13. 0 mn plus reimbursement of out of pocket
aggregate auditor remuneration
expenses for FY22 and FY23, with authority to the audit committee of the to
allocate the overall audit fees between the joint statutory auditors, as may be
mutually agreed between the bank and the joint statutory auditors, depending upon
their respective scope of work.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
DCB Bank needs long-term funds for business growth. The total capital adequacy
Approve increase in borrowing limits to Rs 65.0 bn ratio on 31 March 2021 was 19. 7% with a Tier-1 capital adequacy ratio of 15. 5%.
13-Aug-2021 D C B BANK LTD. AGM Management or the aggregate of the paid up capital and free For For Since DCB Bank is required to maintain its capital adequacy ratio at levels
reserves, whichever is higher prescribed by the RBI, we believe that the Bank’s debt levels will be maintained at
Q2 regulated levels at all times.
To approve raising of funds by issue of bonds/
13-Aug-2021 D C B BANK LTD. AGM Management debentures/ securities on Private Placement basis up For For These long-term bonds / NCDs will be within the bank’s overall borrowing limits.
Q2 to Rs 5.0 bn
Assuming the equity shares are issued at its current market price of Rs 103. 9 per
share the bank will issue upto ~ 48. 1 mn shares to raise the entire Rs 5. 0 bn. This
will lead to an equity dilution of about 13. 4% on the expanded capital base. On 31
To issue equity shares to qualified institutional
March 2021, the bank’s CET-1 and Tier I ratio was 19. 7%, and total capital
13-Aug-2021 D C B BANK LTD. AGM Management buyers through qualified institutions placement upto For For
adequacy ratio was 15. 5%. Given the uncertainty on account of the COVID-19
Rs 5.0 bn
pandemic, raising capital and strengthening the balance sheet will help protect the
bank against unforeseen risks and aid in improving its competitive positioning in
the market, helping ensure capital adequacy remains above the regulatory norms.
Q2
Nasser Munjee has been the Bank’s non-executive Chairman since August 2005.
Reappoint Nasser Munjee (DIN 00010180) as Non- The bank proposes to pay him an annual honorarium of Rs 2. 4 mn plus
Executive (Part Time) Chairman for a period of one reimbursement of actual business-related expenses and payment of one club
13-Aug-2021 D C B BANK LTD. AGM Management For For
year from 19 August 2020 and approve payment of membership fee, unchanged from that approved in the AGM of 2018. Nasser
honorarium Munjee is a professional who has been Chairman of the bank for the last 16 years.
His reappointment is in line with all statutory requirements.
Q2
Murali Natarajan’s was paid a remuneration of Rs 56. 0 mn in FY21. He has not
been paid any bonus since FY19 or granted any ESOPs since FY16. Murali
Natarajan shall be entitled to an annual increase in remuneration being limited to
15% of the previous year’s annual remuneration inclusive of the bonus paid taking
Reappoint Murali M. Natrajan, (DIN 00061194) as
his proposed pay for FY22 to Rs 64. 4 mn. The bank has not given any indication
13-Aug-2021 D C B BANK LTD. AGM Management Managing Director and CEO for one year upto 28 For For
on proposed stock options that may be granted to him. The proposed pay is line
April 2022 and to fix his remuneration
with the size and complexities of DCB Bank and comparable to that paid to peers in
the industry. As a good practice, we expect DCB Bank to disclose all components
Q2
We have relied upon the auditors’ report, which has pointed out the impact of the
scheme of amalgamation of Wonder Space Pvt Ltd (wholly owned subsidiary of
subsidiary Godrej Properties Limited) and Godrej Properties Limited on the
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management For For financial statements and the remuneration paid to the MD & CEO of Godrej
Properties Limited, which has exceeded prescribed limits. Except for the above
concerns, auditors are of the opinion that the financial statements are prepared in
Q2
Jamshyd Godrej, 72, represents the promoter group on the board. He is currently the
Reappoint Jamshyd Godrej (DIN: 00076250) as a
Chairperson of Godrej & Boyce Manufacturing Company Ltd, a group company.
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
He has attended 75% of board meetings in FY21. His reappointment is in line with
retire by rotation
Nitin Nabar,57, is the Executive Director and President -Chemicals of Godrej

Reappoint Nitin Nabar (DIN: 06521655) as Industries Limited. He is associated with the group since 1985 and is serving on the
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management For For
Director, liable to retire by rotation board since May 2013. He has attended all board meetings in FY21. He retires by
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Shweta Bhatia, 42, currently leads the technology, consumer and financial
services investments team for India at Eight Roads Ventures in India. She has over
Appoint Ms. Shweta Bhatia (DIN: 03164394) as an 15 years of experience in private equity and finance, most recently as Head of Asia
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management Independent Director for a five-year term from 28 For For Investments for the Venture Capital & Growth Equity team at Goldman Sachs
October 2020 to 27 October 2025 Investment Partners. She has completed her B. A. In Computer Science and
Economics from Smith College and an MBA from Harvard Business School. Her
appointment as an Independent Director is in line with statutory requirements.
Q2
Sandeep Murthy, 44, has experience in Investment banking and venture capital
segments. He is a co-founder and partner at Lightbox, a Mumbai based venture
Appoint Sandeep Murthy (DIN: 00591165) as an capital firm investing in Indian consumer technology companies. He has also served
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management Independent Director for a five-year term from 1 For For as the Chief Executive Officer of Cleartrip for three years from 2006. He has
March 2021 to 28 February 2026 received his undergraduate degree in business and engineering from University of
Pennsylvania. His appointment as an Independent Director is in line with the
Q2
Ajaykumar Vaghani, 54, is the Founder Chairperson and Managing Director of
Appoint Ajaykumar Vaghani (DIN: 00186764) as Hamilton Housewares (a private company). Hamilton was established in 2000 and
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management an Independent Director for five years from 23 June For For is involved in products in the Houseware, Kitchenware & Tableware space,
2021 to 22 June 2026 including MILTON, which is a well-recognized brand in India. His appointment as
an Independent Director is in line with the statutory requirements.
Q2
Reappoint Tanya Dubash (DIN:00026028) as
Whole-time Director for three years from 1 April
Tanya brings great experience and skill required for the company. Her remuneration
13-Aug-2021 GODREJ INDUSTRIES LTD. AGM Management 2022, fix her remuneration as minimum For For
is reasonable compared to the size and scale of the company's operations.
remuneration and approve remuneration in excess
Q2 of regulatory thresholds
Reappoint Nitin Nabar (DIN:06521655) as Whole-
time Director for two years and one month from 1 Nitin Nabar brigs with him great skillset and his remuneration is in line with the
April 2021 to 30 April 2024 and fix his experience he brings.
Q2 remuneration as minimum remuneration
Approve remuneration of Rs. 350,000 payable to R The total remuneration proposed is reasonable compared to the size and scale of the
Nanabhoy & Co. as cost auditors for FY22 company’s operations.
Q2
Approve payment of commission to Independent
Directors upto Rs 1.0 mn per director in the event of The total remuneration proposed is reasonable compared to the size and scale of the
profits as well as in the event of no company’s operations.
profits/inadequate profits from FY22 onwards
Q2
TUBE INVESTMENTS OF Adoption of audited standalone financial statements financial statements. Based on the auditors’ report, which is unqualified, the
INDIA LTD. for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
We have relied upon the auditors’ report, which has issued a qualified opinion
regarding effect of reopening of books of accounts and recasting of financial
statements of CG Power and Industrial Solutions Limited (CGPISL) and certain
subsidiaries for certain past financial years, effects of ongoing investigation and
resulting non-compliance of law and regulations. Further, 18 subsidiaries of
TUBE INVESTMENTS OF Adoption of audited consolidated financial
13-Aug-2021 AGM Management For For CGPISL having Rs. 8. 2 bn of total assets have not been audited. However, we
INDIA LTD. statements for the year ended 31 March 2021
recognize that the concerns raised by the auditors pertain to alleged financial
irregularities by the erstwhile promoters of CGPISL: TIIL has since infused funds
and taken control of CGPISL. CGPISL became a subsidiary of TIIL in FY21; going
forward we expect TIIL to strengthen internal controls and improve governance
structures at CGPISL.
Q2
Declare final dividend of Rs. 1.5 per share and
TUBE INVESTMENTS OF The total dividend outflow for FY21 is Rs. 674. 8 mn. The dividend payout ratio for
13-Aug-2021 AGM Management confirm interim dividend of Rs. 2.0 per share of For For
INDIA LTD. FY21 is 24. 7% of standalone profit after tax.
Q2 face value Re. 1.0 each
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Vellayan Subbiah, 51, is the Managing Director of the company and part of the
promoter family. He attended 100% (11 out of 11) board meetings in FY21. He was
TUBE INVESTMENTS OF Reappoint Vellayan Subbiah (holding DIN
13-Aug-2021 AGM Management For For appointed Managing Director, not liable to retire by rotation. However, he is
INDIA LTD. 01138759) as Director, liable to retire by rotation
retiring by rotation to meet the requirements of Companies Act, 2013. His
M A M Arunachalam, 54, was the Managing Director of Parry Enterprises India

Appoint M A M Arunachalam (DIN: 00202958) as
TUBE INVESTMENTS OF Limited (PEIL). He is a member of the Murugappa family and Chairperson of Tube
INDIA LTD. Investments of India Limited. His appointment as Non-Executive Non-Independent
retire by rotation from 11 November 2020
Director, liable to retire by rotation, meets all statutory requirements.
Q2
Anand Kumar, 53, is Co-founder and Partner of Gateway Partners (an investment
firm focused on growth capital and strategic opportunities across markets in
Appoint Anand Kumar (DIN: 00818724) as an Southeast Asia, South Asia, the Middle East and Africa) He has over 28 years of
TUBE INVESTMENTS OF
13-Aug-2021 AGM Management Independent Director for five years from 24 March For For experience in investments, mergers & acquisitions, equity capital markets and
INDIA LTD.
2021 leveraged finance in Southeast Asia. He holds independent directorship in
Cholamandalam Investment and Finance Company Limited, a group company,
since 16 March 2021. His appointment is in line with statutory requirements.
Q2
Ms. Sasikala Varadachari, 66, is a retired banker. She was associated with SBI
since 1977 and held various positions such as Chief Executive Officer of SBI - Tel
Aviv, Israel, and General Manager – Shares & Bonds, Corporate Centre. She retired
Appoint Ms. Sasikala Varadachari (DIN:07132398)
TUBE INVESTMENTS OF from SBI as Chief General Manager, Strategic Training Unit, Corporate Centre
13-Aug-2021 AGM Management as an Independent Director for four years from 17 For For
INDIA LTD. accountant. She has been on the board of Cholamandalam Securities Limited since
June 2021
30 March 2020. We will consider her total association with the group while
computing her tenure. Her appointment as Independent Director meets all statutory
Q2 requirements.
As per SEBI LODR, 2015, approval of shareholders through special resolution is

required every year, in which the annual remuneration payable to a single non-
executive director exceeds 50% of the total annual remuneration payable to all non-
Approve payment of commission of Rs. 6.16 mn to
executive directors. The aggregate commission to all non-executive directors in
M M Murugappan, Former Non-Executive
TUBE INVESTMENTS OF FY21 was Rs. 10. 96 mn. M M Murugappan, who resigned as Non-Executive
13-Aug-2021 AGM Management Chairperson for FY21, in excess of 50% of the total For For
INDIA LTD. Chairperson from 11 November 2020, was paid Rs. 6. 16 mn as commission and 0.
annual remuneration payable to all non-executive
5 mn as sitting fees. His total remuneration is reasonable given the size and scale of
directors
operations. As promoter, he played a material role in establishing strategic direction
and governance structures – even while being appointed in a non-executive
capacity.
Q2
TUBE INVESTMENTS OF line with market practices, ranging from 0. 3% to 0. 8% of PBT. As a measure of
13-Aug-2021 AGM Management Directors upto 1% of net profits for a period of five For For
INDIA LTD. transparency, the company must consider setting a cap in absolute terms on the
years from FY22
Q2 commission payable.
The said transaction is operational in nature as it will allow TIIL to purchase
TUBE INVESTMENTS OF Approve additional investment of up to Rs. 20.0 mn additional power from WIPL to meet its captive power demand going forward. The
INDIA LTD. in Watsun Infrabuild Private Limited amount of Rs. 20. 0 mn is not material compared to TIIL’s standalone networth of
Q2 Rs. 22. 9 bn.
The company is looking at various start-ups, agencies, and institutions who are into
active, innovative and out-of-box research in areas of technology which are of
Approve investments of up to Rs. 250.0 mn in start-
TUBE INVESTMENTS OF interest to the company, with the potential to deliver cost effective and cleaner
13-Aug-2021 AGM Management ups in various fields to generate new revenue For For
INDIA LTD. technological solutions and can be assimilated and integrated as part of the existing
streams / growth opportunities for the company
or as new lines of business. The proposed limit of Rs. 250. 0 mn is relatively small
compared to the company’s existing standalone networth of Rs. 22. 9 bn.
Q2
TUBE INVESTMENTS OF Approve remuneration of Rs.0.3 mn for S The total remuneration proposed to be paid to the cost auditors for FY22 is
INDIA LTD. Mahadevan & Associates as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management For For
Q2
Ms. Radhika Piramal, 43, is the Executive Vice-Chairperson of the company and
Reappoint Ms. Radhika Piramal (DIN: 02105221) part of the promoter family. She has been on the board of the company since 30
as Director liable to retire by rotation June 2009. She has attended all board meetings held in FY21. She retires by
rotation; her reappointment is in line with statutory requirements.
Q2
The company proposes to reappoint Price Waterhouse Chartered Accountants LLP
as statutory auditor of the company from the conclusion of the FY21 AGM after an
Reappoint Price Waterhouse Chartered Accountants
initial term of five years. As per Regulation 36(5) of SEBI’s LODR 2015,
LLP, as statutory auditors for five years from the
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management For For companies are mandated to disclose the terms of appointment / reappointment of
conclusion of FY21 AGM and authorize the board
auditors, including the remuneration payable to them. The company has not made
to fix their remuneration
any disclosures on the proposed audit fees. Notwithstanding, we expect audit fees to
remain at similar levels as in the past.
Q2
Ms. Nisaba Godrej, 43, is the Executive Chairperson of Godrej Consumer Products
Limited. She was first appointed on the board of the company for a term of two
Reappoint Ms. Nisaba Godrej (DIN: 00591503) as
years from 1 April 2009. She has attended all board meetings held in FY21. While
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management Independent Director for five years from 1 April For For
we support her reappointment, we believe shareholder approval for his
2021
Q2 term as Independent Director.
Anindya Dutta, 47, is the former managing director of Havmor Ice Creams Pvt. Ltd.
(a Lotte group company). Prior to Havmor, he was with Brittania Industries for
Appoint Anindya Dutta (DIN: 08256456) as
almost 18 years, where he was Vice President International Business in his last
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management Director from 1 February 2021, liable to retire by For For
assignment. He has an MBA in Marketing and International Business from Narsee
rotation
Monjee Institute of Management Studies, Mumbai. His appointment is in line with
We estimate Anindya Dutta’s annual remuneration to be Rs. 79. 1 mn including an

estimate for variable pay. While we support his appointment, his remuneration
structure is open ended: Performance linked bonus is to be decided by the board.
Appoint Anindya Dutta (DIN: 08256456) as We expect companies to cap the commission payable in absolute amounts and
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management Managing Director for three years from 1 February For For disclose the performance metrics used for the variable pay. Anindya Dutta’s
2021 and fix his remuneration proposed remuneration is higher than peers but commensurate with the size and
complexity of his role. We recognize that he comes with a successful track record
that the company will need to leverage upon, given the changing landscape of travel
in the post-COVID19 world.
Q2
The company has sought approval for waiver of recovery of excess remuneration
Approve of waiver of recovery of excess managerial paid to Ms. Radhika Piramal of Rs. 5. 5 mn in FY21. Her aggregate remuneration
remuneration paid to Ms. Radhika Piramal (DIN: in FY21 was Rs. 17. 6 mn. We understand that due to adverse impact of Covid-19
02105221), Executive Vice-Chairperson pandemic on the company and industry in general has led to inadequate profits in
aggregating to Rs. 5.5 mn for FY21 FY21. Further, the remuneration paid to Radhika Piramal is commensurate to the
Q2
Approve of waiver of recovery of excess managerial Anindya Dutta was appointed as the Managing Director of the company from 1
remuneration paid to Anindya Dutta (DIN: February 2021. The company has sought approval for waiver of recover of excess
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management 08256456), Managing Director aggregating to Rs. For For remuneration of Rs. 1. 9 mn over his term in FY21. He was paid Rs. 3. 9 mn in
1.9 mn for the period 1 February 2021 to 31 March FY21 over his term. We support the resolution as the amount for which the waiver
2021 is sought is reasonable compared to the size of the business.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sudip Ghose, was the former Managing Director of the company from 1 April 2019
Approve of waiver of recovery of excess managerial to 31 January 2021. The company has sought approval for waiver of recover of
remuneration paid to Sudip Ghose (DIN: excess remuneration of Rs. 15. 6 mn over his term in FY21. He was paid Rs. 25. 7
13-Aug-2021 V I P INDUSTRIES LTD. AGM Management 08351249), Former Managing Director aggregating For For mn in FY21 over his term. We note his remuneration was largely fixed in nature
to Rs. 15.6 mn for the period 1 April 2021 to 31 and thus not aligned profitability of the business. Notwithstanding, his overall
January 2021 remuneration as the managing director was commensurate to the size of the
Q2 business.
13-Aug-2021 G M M PFAUDLER LTD. AGM Management For For
The company has paid three interim dividends of Re. 1. 0 each per share during
Confirm three interim dividends aggregating to Rs.
FY21 and proposes to pay Rs. 2. 0 per share as final dividend with total dividend
13-Aug-2021 G M M PFAUDLER LTD. AGM Management 3.0 per share and declare a final dividend of Rs. 2.0 For For
aggregating to Rs. 5. 0 per share. Total dividend outflow will aggregate to Rs. 73. 1
per share (Face value: Rs. 2.0 per share) for FY21
Q2 mn. Payout ratio is 7. 7% of the standalone PAT.
Ashok Patel, 77, is the former managing director of the company and part of the
Reappoint Ashok Patel (DIN: 00165858) as Non- promoter group. He has been on the board of the company since 1 January 1988,
13-Aug-2021 G M M PFAUDLER LTD. AGM Management Executive Non-Independent Director, liable to retire For For and is part of the Nomination and Remuneration Committee. He has attended all
by rotation board meetings held in FY21. He retires by rotation; his reappointment is in line
Harsh Gupta, 53, is the ED & CEO of Solaris Chemtech Industries Ltd. He is on
Reappoint Harsh Gupta (DIN: 02434051) as Non- the board as a representative of Pfaudler Inc. (foreign promoters). He has been on
13-Aug-2021 G M M PFAUDLER LTD. AGM Management Executive Non-Independent Director, liable to retire For For the board of the company since 1 April 2020. He has attended all board meetings
by rotation held in FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Approve remuneration of Rs. 165,000 to Dalwadi & The total remuneration proposed to be paid to the cost auditors in FY22 is
13-Aug-2021 G M M PFAUDLER LTD. AGM Management For For
Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
Malte Woweries, 42, is being appointed as a representative of Pfaudler Inc. (foreign
Appoint Malte Woweries (DIN: 0009164705) as promoters) on the board. He is the founder of Woweries Financial Advisory GmbH.
13-Aug-2021 G M M PFAUDLER LTD. AGM Management Non-Executive Non-Independent Director from 28 For For He was an Executive Director in the Investment Banking Division at Goldman
May 2021, liable to retire by rotation Sachs and served in Frankfurt, New York, and Mexico City between 2005 and
2019. His appointment is in line with statutory requirements.
Q2
The company proposes to align the provisions of the articles of association with the
provisions of the companies act which permits the determination of executive
Approve amendments to the Articles of Association
13-Aug-2021 G M M PFAUDLER LTD. AGM Management For For remuneration by way of shareholder resolution. The proposed amendment will not
(AoA)
significantly impact the rights of minority shareholders. Notwithstanding, the
company should consider making the AoA available on its website.
Q2
Revise remuneration payable to Tarak Patel (DIN:
13-Aug-2021 G M M PFAUDLER LTD. AGM Management 00166183), Managing Director for three years from For For Incentive.
FY21 in excess of 5% of net profits
Q2
We have relied upon the auditors’ report, which contains an emphasis of matter in
consolidated statements highlighting that the statutory auditors of one of the
associate company, Srivathsa Power Projects Private Limited (SPPPL) have
mentioned that they are unable to form an opinion on the extent of recoverability of
an intercorporate deposit given amounting to Rs. 159. 2 mn (as at 31 March, 2020 -
Rs. 159. 2 mn) and interest accrued of Rs. 58. 0 mn (as at 31 March 2020: Rs. 58. 0
14-Aug-2021 AVANTI FEEDS LTD. AGM Management For For mn). SPPL has approached NCLT and initiated insolvency proceedings against
Coastal Infrastructure Private Limited (the ICD holder). Further the auditors of
SPPPL have also highlighted that in absence of sufficient and appropriate
information, they are unable to comment on the carrying value of the company’s
investment in unquoted equity shares of Hasan Biomass Pvt Ltd (Rs. 10. 0 mn) as at
31 March 2021 and the consequent impact thereof on the financial statements. The
auditors’ opinion is not modified in respect of the above matters.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Declare a final dividend of Rs. 6.25 per equity share The total dividend outflow including dividend tax is Rs. 851. 5 mn. The dividend
14-Aug-2021 AVANTI FEEDS LTD. AGM Management For For
Q2 of face value of Re.1.0 each for FY21 pay-out ratio is 27. 9%.
Wai Yat Paco Lee, 56, is the General Manager, Business Development, Global
Reappoint Wai Yat Paco Lee (DIN: 02931372) as a
Frozen and Related Business of Thai Union Group PCL, which held 15. 4% stake
14-Aug-2021 AVANTI FEEDS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
in Avanti Feeds on 30 June 2021. He has attended all the board meetings in FY21.
retire by rotation
His reappointment is in line with the statutory requirements.
Q2
Mr. Venkata Sanjeev is worked for 5 years in the shrimp feed business under
Reappoint A. Venkata Sanjeev (DIN: 07717691) as various capacities. He was also responsible for setting up new feed plant at
Director, liable to retire by rotation Bandapuram. He is a Mechanical Engineer by qualification. Given his contribution
to the company and hands on experience, we are voting in favour of the resolution.
Q2
Mr. Indra Kumar has successfully built Avanti Feeds Ltd to be India's No 1 feed
company with dominant market share. He has been the face of the company since
Alteration of Article 72 and Article 116 of Articles its formation. He is going to relinquish the position of Chairperson of the company
of Association (AoA) as per the SEBI regulation requirement. But there is no such legal erquirement that
only Chairperson of the Board can be the chairperson of all meetings including
general meeting. Hence voting in favour.
Q2
Mr. Indra Kumar has successfully built Avanti Feeds Ltd to be India's No 1 feed
Reappoint A Indra Kumar (DIN: 00190168) as
company with dominant market share. His remuneration along with remuneration to
Chairperson and MD for five years from 1 July
14-Aug-2021 AVANTI FEEDS LTD. AGM Management For For other directors is well within limit of 11% of the net profits of the company, as
2021 and fix his remuneration such that it may
prescribed in the company's act. Considering his experience and contribution to the
exceed regulatory thresholds
company, it is justified. Hence voting in favour.
Q2
V. Narsi Reddy, 62, retired as General Manager, Internal Audit Department,
Appoint V. Narsi Reddy (DIN: 08685359) as an
Corporate Centre, SBI. He worked for 21 years in SBI in various capacities until his
14-Aug-2021 AVANTI FEEDS LTD. AGM Management Independent Director for five years from 12 For For
retirement in June 2019. His appointment as Independent Director is in line with the
November 2020
related issues and the penalty imposed by Competition Commission of India.
14-Aug-2021 J K CEMENT LTD. AGM Management For For Except for these matters, the auditors are of the opinion that the financial statements
are prepared in accordance with the generally accepted accounting policies and
Q2
14-Aug-2021 J K CEMENT LTD. AGM Management For For 19. 2% of standalone PAT, in line with the target payout ratio of 20-25% articulated
(face value of Rs. 10.0) for FY21
Q2 in the dividend distribution policy.
Paul Heinz Hugentobler, 72, has been on the board since February 2014. He was
previously associated with Holcim Limited as member of their Executive
Reappoint Paul Heinz Hugentobler (DIN: Committee. He received remuneration of Rs. 11. 0 mn in FY21 from the company,
14-Aug-2021 J K CEMENT LTD. AGM Management 00452691) as Non-Executive Non-Independent For For in professional capacity, excluding the commission and sitting fees paid. He
Director, liable to retire by rotation attended 100% board meetings held in FY21 (5/5) and 80% board meetings held in
past three years (12/15). He retires by rotation and his reappointment is in line with
Ratify remuneration of Rs. 630,000 payable to K. G. The proposed remuneration is commensurate with the size and complexity of the
14-Aug-2021 J K CEMENT LTD. AGM Management For For
Goyal & Company as cost auditors for FY22 business.
Q2
The issuance will be within the approved borrowing limit of Rs. 75. 0 bn of the
14-Aug-2021 J K CEMENT LTD. AGM Management (NCDs) on a private placement basis up to Rs. 5.0 For For
company.
Q2 bn
Ramapati Singhania held 530,033 equity shares of the company (0. 69% of the total
shareholding) on 30 June 2021 and is the brother of Nidhipati Singhania, who is
proposed to be appointed on the board as Non-Executive Non-Independent
Reclassify Ramapati Singhania to public Director. The company has stated that he shall not exercise control over the affairs
shareholder category from promoter group category of the company and does not play any role in decision making. His shareholding in
the company is low at 0. 69% of the shareholding on 30 June 2021 and the
reclassification to public shareholder category is in line with regulatory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The applicants (Abhishek Singhania, Ms. Manorama Devi Singhania and J. K.
Traders Ltd. ) collectively held 6. 11% of the equity share capital in the company on
Reclassify Abhishek Singhania, Ms. Manorama
30 June 2021. We understand that none of the applicants are actively involved in
14-Aug-2021 J K CEMENT LTD. AGM Management Devi Singhania and J. K. Traders Limited to public For For
the management of the company or exercise any control over the company directly/
shareholder category from promoter group category
indirectly. The reclassification to public shareholder category is in line with
Q2 regulatory requirements.
Nidhipati Singhania, 62, is part of the promoter group and is the father of
Raghavpat Singhania (MD) and Madhavkrishna Singhania (Deputy MD and CEO).
Appoint Nidhipati Singhania (DIN: 00171211) as He is currently the Vice President at J. K. Organisation and Chancellor at Sir
14-Aug-2021 J K CEMENT LTD. AGM Management Non-Executive Non-Independent Director, liable to For For Padampat Singhania University. He holds over 38 years of experience working in
retire by rotation their family business. His appointment as non-executive non-independent directly is
in line with legal requirement as 50% of overall board strenght is consist of
independent directors. Hence voting in favour.
Q2
Ajay Narayan Jha, 62, is a retired IAS officer and has worked in various roles with
Central Government and Manipur State Government. He was formerly the Finance
Secretary, Ministry of Finance, Government of India and was a member of the
Appoint Ajay Narayan Jha (DIN: 02270071) as Fifteenth Finance Commission. He holds a Master’s degree in Arts (Economic
Independent Director for five years, till 2026 AGM Policy Management) from McGill University, Canada, Master’s degree in Arts
(History) from St. Stephen’s College, Delhi University and a Master’s degree in
Philosophy in Public Administration from Indian Institute of Public Administration,
New Delhi. His appointment is in line with statutory requirements.
Q2
The company has stated that, in order to ensure stability, the articles are being
amended such that MD, Deputy MD and WTD of the company shall not be liable to
retire by rotation. As per Company's Act, 1/3rd of the board can be permanent and
Alteration of Articles 91, 101 and 108 of Articles of balance 2/3rd are liable to retire by rotation. Moreover, as per our discussion with
Association the company, the company is undertaking a greenfield large expansion project for
which lenders have asked for personal guarantee of promoter directors for the
tenure of the loan (10-12 years). This has necessiated appointment of promoter
director for a longer tenure, as per the company.
Q2
AMARA RAJA BATTERIES Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
AMARA RAJA BATTERIES Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
LTD. the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The company has already paid an interim dividend of Rs. 5. 0 each per share during
FY21 and proposes to pay Rs. 6. 0 per share as final dividend with total dividend
AMARA RAJA BATTERIES Declare final dividend of Rs. 6.0 per share (face
14-Aug-2021 AGM Management For For aggregating to Rs. 11. 0 per share. Total dividend outflow will aggregate to Rs. 1. 9
LTD. value of equity share: Re. 1.0 each) for FY21
bn. Payout ratio is 29. 1% of the standalone PAT, in line with the target payout ratio
being 30% of PAT as per the dividend distribution policy.
Q2
Dr. Ramachandra N. Galla, 82, is promoter and non-executive Chairperson of the
Not fill casual vacancy caused by the retirement of
AMARA RAJA BATTERIES company. He will retire at the upcoming AGM and the vacancy caused by his
14-Aug-2021 AGM Management Dr. Ramachandra N. Galla (DIN: 00133761) as For For
LTD. retirement will not be filled. This will not have any material implications for board
Q2 independence.
Appoint Harshavardhana Gourineni (DIN:
AMARA RAJA BATTERIES
14-Aug-2021 AGM Management 07311410) as Director, liable to retire by rotation For For His appointment is in line with statutory requirements.
LTD.
Q2 from 12 June 2021
Appoint Harshavardhana Gourineni (DIN:
AMARA RAJA BATTERIES 07311410) as Executive Director for five years from
14-Aug-2021 AGM Management For For The remuneration is reasonable compared to the size and scale of operations.
LTD. 12 June 2021 and fix his remuneration at 2.5% of
Q2 net profits
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Appoint Vikramadithya Gourineni (DIN: 03167659)
14-Aug-2021 AGM Management as Director, liable to retire by rotation from 12 June For For His appointment is in line with statutory requirements.
LTD.
Q2 2021
Appoint Vikramadithya Gourineni (DIN: 03167659)

14-Aug-2021 AGM Management as Executive Director for five years from 12 June For For The remuneration is reasonable compared to the size and scale of operations.
LTD.
2021 and fix his remuneration at 2.5% of net profits
Q2
Annush Ramasamy, 46, is the president & managing director of Sri KumaraGuru
Mill Limited (SKG). SKG is part of the KG Group, which has its core business in
the textiles industry and has also private equity investments in technology,
Appoint Annush Ramasamy (DIN: 01810872) as infrastructure, and real estate development. He has a bachelor’s degree in
14-Aug-2021 AGM Management Independent Director for five years from 12 June For For Mechanical Engineering from PSG College of Technology, Coimbatore and an
LTD.
2021 MBA in Strategy and Manufacturing Management from RIT, Rochester, USA. We
note that he is on the board of several other companies; we expect that these will
likely fold into his job description as MD of SKG. His appointment is in line with
Q2
Approve related party transactions with Mangal
14-Aug-2021 AGM Management Industries Limited up to Rs. 15.0 bn for each For For The approval is being sought keeping in mind long term plans.
LTD.
Q2 financial year from FY22
The company plans to offer complete energy solutions to customers, by increasing
its offerings in the energy storage products and technologies space, and with a
stronger focus on the EV space. We believe it is the prerogative of the board and
AMARA RAJA BATTERIES Approve amendments to the Objects clause of the
14-Aug-2021 AGM Management For For the management to decide on business diversifications. While the proposed
LTD. Memorandum of Association (MoA)
amendments to the Objects clause are an extension to the company’s current
business line, the proposed diversification may pose execution and other business
Q2 risks.
AMARA RAJA BATTERIES Approve remuneration of Rs. 475,000 to Sagar & The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 LTD. Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
The company proposes to sell the backend pharmacy (excluding Hospital Based
Pharmacies), the Apollo 24/7 Digital healthcare Platform, investments in pharmacy
retail business (i. E. , Apollo Medicals Private Limited), the Apollo 24/7 brand, the
Apollo Pharmacy brand and private label brands to AHL for a consideration of Rs.
12. 1 bn. The restructuring is being to create a large omni channel healthcare
Approve slump sale of backend pharmacy and
platform: we understand that growing the pharmacy business and expanding further
APOLLO HOSPITALS online digital healthcare platform under the Apollo
14-Aug-2021 Postal Ballot Management For For into the online healthcare space will require specific focus and this structure will
ENTERPRISE LTD. 24/7 brand to Apollo HealthCo Limited (AHL), a
allow additional capital to be raised in the subsidiary. Details of valuation of the
wholly owned subsidiary for Rs. 12.1 bn
undertaking are not disclosed, notwithstanding, the transfer is to a wholly owned
subsidiary, and it will not have any impact on consolidated financials. Further, after
hiving off the business, AHEL will be able to upstream cash from AHL, including
any potential capital receipts due to stake sale in AHL, in the form of interest and
principal repayment on loans as well as dividends.
Q2
Approve related party transaction for the sale of
Through a separate resolution, the company seeks to enter into a material related
backend pharmacy and online digital healthcare
APOLLO HOSPITALS party transaction with AHL for the sale of the undertaking for a consideration of Rs.
14-Aug-2021 Postal Ballot Management platform under the Apollo 24/7 brand to Apollo For For
ENTERPRISE LTD. 12. 1 bn as it exceeds 10% of the consolidated turnover of the company. Our
HealthCo Limited (AHL), a wholly owned
decision is linked to resolution #1.
Q2 subsidiary
16-Aug-2021 SONATA SOFTWARE LTD. AGM Management For For
Confirm payment of interim dividend of Rs. 4.0 per
The total dividend per share for FY21 is 14. 0 per equity share. The total dividend
equity share and declare final dividend of Rs. 10.0
16-Aug-2021 SONATA SOFTWARE LTD. AGM Management For For aggregates to Rs. 1. 5 bn. The total dividend payout ratio is 83. 3% of the
per share (face value of Re. 1.0 per equity share) for
standalone PAT.
Q2 FY21
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Viren Raheja (DIN: 00037592) as a Non- Viren Raheja, 36, represents the promoter Group on the board. He has attended all
16-Aug-2021 SONATA SOFTWARE LTD. AGM Management Executive Non-Independent Director, liable to retire For For four board meetings in FY21. He retires by rotation and his reappointment is in line
Q2 by rotation with statutory requirements.
AU SMALL FINANCE BANK Adoption of financial statements for the year ended
17-Aug-2021 AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
LTD 31 March 2021
Q2
Uttam Tibrewal has been Executive Director of AU Small Finance Bank since
January 2005 and owned 1. 75% of the bank’s equity on 30 June 2021. He retires
by rotation and his reappointment is in line with the statutory requirements. The
proposal for his variable pay, of performance bonus and ESOPs for FY20 was not
approved by the RBI on 3 May 2021 and has been reconsidered by the NRC &
AU SMALL FINANCE BANK Reappoint Uttam Tibrewal (DIN: 01024940), as Board which is pending with RBI for approval. Uttam Tibrewal was granted
LTD director liable to retire by rotation 38,702 ESOPs under ESOP Scheme 2015 - Plan A & 1,018,758 ESOPs under
ESOP Scheme 2015 - Plan B at exercise price of Rs 10. 11 and Rs 33. 37 each,
respectively for 27 October 2017. Associated cost of Rs 589. 5 mn pertaining to
these ESOPs has been charged to profit and loss account for FY21. We raise
concerns that his FY21 remuneration at Rs. 611. 9 mn is significantly higher than
peers and not commensurate with the size and complexity of his role.
Q2
SR Batliboi & Associates have been auditors of the bank for 4 years and will retire
at the conclusion of the AGM of 2021. On 27 April 2021, the RBI issued
Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory
Auditors (SAs) of Commercial Banks which are applicable from FY22 and state
Appoint Deloitte Haskins and Sells and G. M. that statutory auditors have to be appointed for a term of 3 years. Further as per RBI
AU SMALL FINANCE BANK Kapadia & Co as Joint Statutory Auditors for three Guidelines, given that the bank’s asset size is more than the stipulated threshold (Rs
LTD years and to fix their annual remuneration at Rs. 150 bn) in this regard, the bank will need to appoint a minimum of two joint
16.5 mn statutory auditors. Therefore, AU SFB proposes to appoint Deloitte Haskins and
Sells and G. M. Kapadia & Co as Joint Statutory Auditors for three years. The
proposed overall audit fees is Rs 16. 5 mn plus reimbursement of out of pocket
expenses for FY22. The bank should separate the resolutions for the auditor
(re)appointments so that shareholders can vote on them separately.
Q2
These debt instruments issued will be within the Bank’s overall borrowing limits.
The bank’s long-term debt is rated ICRA AA-/Stable, CRISIL AA-/Stable, India
AU SMALL FINANCE BANK To approve issuance of debt securities on a private
17-Aug-2021 AGM Management For For Ratings IND AA-/Stable which denotes high safety with respect to timely servicing
LTD placement basis upto a limit of Rs 120.0 bn
of debt obligations. Because of the RBI’s capital adequacy requirements, debt levels
of AU Small Finance Bank will be reined in.
Q2
As on 31 March 2021, the bank’s Capital Adequacy Ratio (CRAR) and Tier I ratio
stood at 23. 4% and 21. 5% respectively. In order to augment the long-term
resources of the bank, to maintain sufficient liquidity in the uncertain economic
environment driven by the outbreak of the COVID-19 pandemic, to finance organic
and/or inorganic growth and business opportunities that may arise in the future, AU
AU SMALL FINANCE BANK SFB Bank proposes to raise funds up to of Rs 25. 0 bn. At current market prices,
17-Aug-2021 AGM Management Approve issuance of securities upto Rs 25.0 bn For For
LTD AU SFB Bank will have to issue ~ 20. 9 mn shares to raise the entire amount of Rs
25. 0 bn, representing an approximate dilution of 6. 2% on the expanded capital
base. The capital will be used to support the bank’s future growth, augment its
capital base, strengthen its balance sheet, to assist the bank in dealing with
contingencies or financing business opportunities, while ensuring that its capital
adequacy is within regulatory norms.
Q2
17-Aug-2021 AVENUE SUPERMARTS LTD AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Elvin Machado, 54, has been serving on the board of Avenue Supermarts since
June 2015. He is associated with the company since the last 14 years, and he
Reappoint Elvin Machado (DIN: 07206710) as currently heads the operations for the newly established circles in Madhya Pradesh,
17-Aug-2021 AVENUE SUPERMARTS LTD AGM Management For For
Director Chhattisgarh, NCR, Punjab and Rajasthan. He has attended 100% of board
meetings in FY21. He retires by rotation and his reappointment is in line with the
In the last four years, the company paid commission to independent directors
Approve payment of commission to Independent ranging from Rs. 4. 0 mn to Rs. 7. 2 mn which is between 0. 03% and 0. 05% of the
17-Aug-2021 AVENUE SUPERMARTS LTD AGM Management Directors upto 1% of profits for five years from 1 For For standalone PBT. The proposed commission to independent directors is reasonable
April 2022 and in line with market practices. However, the company must consider setting a
cap in absolute terms on the commission payable.
Q2
17-Aug-2021 WHIRLPOOL OF INDIA LTD. AGM Management For For
Q2
Declare final dividend of Rs. 5 per equity share The total dividend for FY21 is Rs. 10 per share, total dividend outflow is Rs. 634. 0
Q2 (face value Rs. 10.0) for FY21 mn, and dividend payout ratio is low at 19. 0%.
Arumalla Hari Bhavanarayana Reddy, 56, has worked in Whirlpool in several
Reappoint Arumalla Hari Bhavanarayana Reddy
capacities and has been on the board since February 2018. He has attended all the
17-Aug-2021 WHIRLPOOL OF INDIA LTD. AGM Management (DIN: 08060227) as Director, liable to retire by For For
board meetings in FY21 and retires by rotation. His reappointment meets all
rotation
Ratify remuneration of Rs.400,000 for R. J. Goel & The total remuneration proposed is reasonable compared to the size and scale of
Q2 Co, as cost auditors for FY22 company’s operations.
Arvind Uppal, 58, is the Non-Executive Chairperson of Whirlpool India. The

company proposes to change in directorship to an independent director. Under
Appoint Arvind Uppal (DIN: 00104992) as regulations, a former employee can be appointed as an Independent Director if there
17-Aug-2021 WHIRLPOOL OF INDIA LTD. AGM Management Independent Director for five years from 17 August For For has been a cooling period of at least three years between his employment and his
2021 appointment. In this context, Arvind Uppal was the company’s Managing Director
from 2005 to 2017. His business acumen has added value to the company over the
years and his appointment is inline with statutory requirements.
Q2
17-Aug-2021 EICHER MOTORS LTD. AGM Management For For financial statements are in accordance with generally accepted accounting policies
Declare final dividend of Rs. 17.0 per share (face The total dividend for the year is Rs. 4. 6 bn and the dividend payout ratio for the
17-Aug-2021 EICHER MOTORS LTD. AGM Management For For
Q2 value Rs. 1.0) for FY21 year is 34. 9%.
Siddhartha Lal, 47, is the promoter and Managing Director of the company. He
Reappoint Siddhartha Lal (DIN: 00037645) as
17-Aug-2021 EICHER MOTORS LTD. AGM Management For For attended all seven board meetings in FY21. He retires by rotation, and his
Q2 reappointment is in line with the statutory requirements.
Ratify remuneration of Rs. 450,000 payable to The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Jyothi Satish as cost auditors for FY21 company’s operations.
Reappoint Siddhartha Lal (DIN: 00037645) as
Managing Director for a period of five years from 1 The remuneration proposed is reasonable compared to the size and scale of the
May 2021 and fix his annual remuneration not company’s operations.
Q2 exceeding 3% of profits
Approve payment of remuneration of Rs. 6.3 mn

(excluding sitting fees) to S Sandilya, Chairperson The total remuneration proposed is reasonable compared to the size and scale of the
for FY21, which exceeds 50% of the total company’s operations.
Q2
18-Aug-2021 C E S C LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ratify interim dividend of Rs. 45.0 per equity share The total dividend outflow for FY21 is Rs. 5. 96 bn. The dividend payout ratio for
Q2 of face value Rs. 10.0 each FY21 is 73. 2% of standalone profit after tax.
Rabi Chowdhury, 61, is Managing Director – (Generation) of the company. He is

Reappoint Rabi Chowdhury (DIN: 06601588) as also the Managing Director of Haldia Energy Limited, a wholly owned subsidiary.
Director, liable to retire by rotation He attended 100% (4 out of 4) board meetings in FY21. He is liable to retire by
Q2
Appoint Debanjan Mandal (DIN: 00469622) as an
18-Aug-2021 C E S C LTD. AGM Management Independent Director for five years from 10 May For For In line with standards.
Q2 2021
Pradip Kumar Khaitan, 80, is Partner at Khaitan & Co and a Non-Executive Non-
Independent Director of the company. He has been on the board since October
1992. During FY21, he attended 100% (4 out of 4) board meetings. The company is
Approve continuation of Pradip Kumar Khaitan seeking approval for his continuation on the board since he has crossed 75 years of
18-Aug-2021 C E S C LTD. AGM Management (DIN:00004821) as Non-Executive Non- For For age. Amendments in SEBI’s LODR require directors having attained the age of 75
Independent Director to be approved by shareholders through a special resolution. We do not consider
age to be a criterion for board memberships. His continuation is in line with
statutory requirements. Khaitan & Co are solicitors of CESC Limited and other
RPSG Group companies.
Q2
The company has standalone long-term debt (including current maturities) of Rs.
63. 9 bn as on 31 March 2021: therefore, it has limited headroom to raise further
debt under the current limit of Rs. 65. 0 bn. The company proposes to increase the
borrowing limit to Rs. 80. 0 bn to meet future fund requirement for its capital
Approve increase in borrowing limit to Rs. 80.0 bn
18-Aug-2021 C E S C LTD. AGM Management For For expenditure and other requirements. The proposed borrowing limit of Rs. 80. 0 bn
from 65.0 bn
is 0. 8x of the standalone net worth. The company has a credit rating of CARE
AA/Stable/CARE A1+ which denotes a high degree of safety regarding timely
servicing of financial obligations. Expanding the borrowing limit will give the
company further headroom to raise funds.
Q2
Create a charge / mortgage on the assets against To finance its capex requirements, CESC has availed / proposes to avail financial
18-Aug-2021 C E S C LTD. AGM Management borrowings of Rs. 39.75 bn raised / to be raised For For assistance from various banks / lenders up to Rs. 39. 75 bn. The secured debt has
from lenders easier repayment terms, less restrictive covenants, and lower interest rates.
Q2
Approve the sub-division of equity shares from one
share of face value Rs. 10.0 per share to ten shares The sub-division will improve the liquidity of the company’s shares in the market
of face value Re. 1.0 per share and consequent and make it affordable to small investors.
Q2 alteration to the charter documents
Approve remuneration of Rs.0.7 mn for Shome & The total remuneration proposed to be paid to the cost auditors for FY22 is
Q2 Banerjee as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
18-Aug-2021 SPENCERS RETAIL LTD AGM Management For For
Shashwat Goenka, 31, is part of the promoter group and has been on the board
Reappoint Shashwat Goenka (DIN: 03486121) as since November 2018. He graduated from The Wharton School, University of
18-Aug-2021 SPENCERS RETAIL LTD AGM Management Non-Executive Non-Independent Director, liable to For For Pennsylvania and heads the Retail and FMCG segment of RP-Sanjiv Goenka
retire by rotation Group. He attended 100% board meetings held in FY21 (5/5). He retires by rotation
Q2
Approve creation of charge/security on
Secured loans generally have easier repayment terms, less restrictive covenants, and
18-Aug-2021 SPENCERS RETAIL LTD AGM Management moveable/unmoveable properties for borrowings For For
lower interest rates.
Q2 upto a limit of Rs. 2.5 bn
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
statements with respect to the penalties to the tune of Rs. 16. 2 bn (Ultratech Rs. 14.
Adoption of standalone and consolidated financial 5 bn and UltraTech Nathdwara Cement Limited Rs. 1. 7 bn) imposed by
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management For For
statements for the year ended 31 March 2021 Competition Commission of India. Except for the issues raised, the auditors are of
the opinion that the financial statements are prepared in accordance with the
generally accepted accounting principles.
Q2
Declare final dividend of Rs. 37.0 per equity share The total dividend outflow for FY21 is Rs. 10. 7 bn, while the dividend payout ratio
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management For For
Q2 (face value Rs. 2.0) for FY21 is 20. 0%.
Kumar Mangalam Birla, 54, is Promoter and Chairperson of Ultratech Cement
Reappoint Kumar Mangalam Birla (DIN:00012813)
Limited. He has been on the board since May 2004 and has attended all board
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
meetings in FY21. He retires by rotation and his reappointment is in line with
Khimji Kunverji & Co. LLP (KKC) was appointed as joint statutory auditors in the
AGM of FY16 for five years. They have been joint auditors of the company for the
past five years. The company proposes to reappoint them for a period of five years,
Reappoint Khimji Kunverji & Co. LLP as joint
which will complete their tenure of ten years as per provisions of Section 139 of
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management statutory auditors for a period of five years and fix For For
Companies Act 2013. The proposed remuneration of Rs. 18. 5 mn (excluding GST
and reimbursement of actuals) is reasonable compared to the size and scale of the
company’s operations. The audit committee must clarity the aggregate audit
expenses to be incurred for FY22.
Q2
Approve aggregate remuneration of Rs. 3.25 mn
The total remuneration proposed to be paid to the cost auditors in reasonable
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management payable to D C Dave & Co and N D Birla & Co as For For
Q2 cost auditors for FY22
Appoint Sunil Duggal (DIN:00041825) as an Sunil Duggal, 64, was the CEO of Dabur India from 2002 to 2019. He was with
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management Independent Director for five years from 14 August For For Dabur for 25 years and is well versed in business management, strategy, and
2020 operations. His appointment is in line with statutory requirements.
Q2
Atul Daga’s remuneration for FY21 is estimated at Rs. 38. 6 mn, of which annual
incentive pay to be paid out in FY22 is estimated at Rs. 16. 5 mn. His proposed
remuneration post reappointment is estimated to range been Rs. 50. 7 mn to Rs. 75.
9 mn. This includes ESOPs and RSUs that have been estimated based on past
Reappoint Atul Daga (DIN:06416619) as Whole-
trends. The proposed remuneration is commensurate with the size and complexity
18-Aug-2021 ULTRATECH CEMENT LTD. AGM Management time Director and Chief Financial Officer for three For For
of the business and in line similar sized peers as well as his experience. However,
years from 9 June 2021 and fix his remuneration
the company must consider disclosing the basis of paying variable pay in the past –
that is, Atul Daga’s performance vis-à-vis benchmarks, the quantum of proposed
grants under the company’s stock option scheme and performance metrics that
Q2
HONEYWELL AUTOMATION Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
HONEYWELL AUTOMATION Declare final dividend of Rs. 85.0 per equity share The total dividend outflow for FY21 is Rs. 0. 8 bn and the dividend payout ratio is
INDIA LTD. (face value of Rs. 10.0) for FY21 16. 3% of PAT.
Q2
Ashish Modi, 42, is the Vice President and General Manger (India, ASEAN, Korea)
Reappoint Ashish Modi (DIN: 07680512) as Non-
HONEYWELL AUTOMATION at Honeywell Building Technologies. He attended 100% board meetings held in
18-Aug-2021 AGM Management Independent Non-Executive Director, liable to retire For For
INDIA LTD. FY21 (6/6). He retires by rotation and his reappointment is in line with statutory
by rotation
Q2 requirements.
Atul Pai, 50, is the Vice President, Enterprise Controller Operations at Honeywell
Appoint Atul Pai (DIN: 02704506) as Non- Global Finance Center. He is a Chartered Accountant and is a member of the
HONEYWELL AUTOMATION
18-Aug-2021 AGM Management Independent Non-Executive Director, liable to retire For For Honeywell Global Finance Leadership team and Honeywell India Leadership team.
INDIA LTD.
by rotation from 9 November 2020 He is liable to retire by rotation and his appointment is in line with statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Dr. Ganesh Natarajan, 64, is the Founder and Executive Chairperson at 5F World
Private Limited, a digital transformation company. He holds a Master’s degree in
Industrial Engineering from NITIE Mumbai and completed Advanced Management
Appoint Dr. Ganesh Natarajan (DIN: 00176393) as
HONEYWELL AUTOMATION Program from Harvard Business School and Ph. D. From IIT Bombay. He is the Co-
18-Aug-2021 AGM Management Independent Director for five years from 8 March For For
INDIA LTD. founder of Global Talent Track, Skills Alpha and Lighthouse Communities
2021
Foundation, Kalzoom Advisors and Center for AI and Advanced Analytics. He was
previously the CEO at Aptech and Zensar Technologies and Chairperson at
NASSCOM. His appointment is in line with statutory requirements.
Q2
Ashish Gaikwad, 52, has been the MD of the company since October 2016. We
estimate his FY22 remuneration at Rs. 39. 9 mn, including long term incentives; he
Reappoint Ashish Gaikwad (DIN: 07585079) as was paid Rs. 33. 5 mn as remuneration for FY21. The company must define
HONEYWELL AUTOMATION
18-Aug-2021 AGM Management Managing Director for five years from 1 October For For performance metrics for variable pay and disclose the quantum of stock options/
INDIA LTD.
2021 and fix his remuneration stock appreciation rights that may be granted to him over his tenure.
Notwithstanding, his remuneration is in line with peers and commensurate with the
Q2 size and complexity of the business.
HONEYWELL AUTOMATION Ratify remuneration of Rs. 0.7 mn payable to C S The proposed remuneration is commensurate with the size and complexity of the
INDIA LTD. Adawadkar & Co. as cost auditors for FY22 business.
Q2
18-Aug-2021 ICICI SECURITIES LTD. AGM Management For For
The company has paid an interim dividend of Rs. 8. 0 per share and proposes to pay
a final dividend of Rs. 13. 5 per share. The aggregate dividend for FY21 is Rs. 21. 5
18-Aug-2021 ICICI SECURITIES LTD. AGM Management declare final dividend of Rs. 13.5 per equity share For For
per share of face value Rs. 5. 0 per share. Total dividend outflow will aggregate to
Rs. 6. 9 bn. Payout ratio is 65. 0% of the standalone PAT.
Q2
Anup Bagchi, 51, is an executive director on the board of ICICI Bank since 1
Reappoint Anup Bagchi (DIN: 00105962) as Non-
February 2017. He heads the Retail banking division at the Bank. He has been with
18-Aug-2021 ICICI SECURITIES LTD. AGM Management Executive Non-Independent Director, liable to retire For For
the ICICI group since 1992. He has attended all board meetings held in FY21. He
by rotation
retires by rotation. His reappointment is in line with statutory requirements.
Q2
Vijay Chandok’s remuneration (including fair value of stock options) for the
remaining part of his tenure is likely to range at around Rs. 165 mn annually. This
estimate assumes that the voluntary pay reduction and foregoing of stock options is
Approve revision in remuneration payable to Vijay limited to one year, and that the remuneration levels will bounce back to FY20
18-Aug-2021 ICICI SECURITIES LTD. AGM Management Chandok (DIN: 01545262) as Managing Director & For For levels. Further, we estimate variable pay to comprise ~65% of total pay through
CEO from 1 April 2021 short term variable pay and market price aligned ESOPs, thereby aligning the grants
with shareholder interest. The estimated remuneration is broadly in line with past
pay, comparable to peers, and commensurate with the size and complexity of his
responsibilities.
Q2
We estimate Ajay Saraf’s FY22 remuneration to be Rs. 72. 8 mn, of which variable
Reappoint Ajay Saraf (DIN: 00074885) as
pay comprises of ~60% of total pay through short term variable pay and market-
Executive Director for five years from 25 May 2021
18-Aug-2021 ICICI SECURITIES LTD. AGM Management For For price aligned ESOPs, thereby aligning the grants with shareholder interest. His
or till his retirement, whichever is earlier and fix his
remuneration is comparable with peers and in line with the size and complexity of
remuneration
Q2 the business.
Ashvin Parekh, 68, is a qualified Chartered Accountant and has set up the advisory
Reappoint Ashvin Parekh (DIN: 06559989) as service company – Ashvin Parekh Advisory Services LLP, which provides services
18-Aug-2021 ICICI SECURITIES LTD. AGM Management Independent Director for five years from 25 August For For to boards and the management of the financial services sector companies. He has
2021 been on the board of the company since 25 August 2016. He has attended all board
Q2 meetings held in FY21.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
ICICI Securities Ltd. Proposes to use the increase in borrowing limit to support its
growing margin trading funding, ESOP funding, and its underwriting business. Its
aggregate debt on 30 June 2021 stood at Rs. 48. 2 bn. However, with business
Increase borrowing limit to Rs. 110.0 bn from Rs. growth, ICICI Securities Ltd. Requires an increase in borrowing limit. Given the
60.0 bn nature of the business, we support the resolution. ICICI Securities Ltd. ’s debt is
rated CRISIL AAA/Stable/CRISIL A1+ and ICRA AAA/Stable/ICRA A1+ which
denotes the highest degree of safety regarding timely servicing of financial
obligations.
Q2
ICICI Securities Ltd. Is a stockbroker and merchant banker involved in margin

trading funding (MTF), ESOP funding and the underwriting business. Such lending
falls under the purview of Section 186(2) of the Companies Act 2013. The company
expects a substantial increase in the business over the next few years and proposes
Approve enhancement of the limit under section to increase the limits to Rs. 110. 0 bn from Rs. 60. 0 bn – in line with its borrowing
18-Aug-2021 ICICI SECURITIES LTD. AGM Management 186 of the Companies Act, 2013 to Rs. 110.0 bn For For limit. While the proposed limits see a substantial increase to current limits, the
from Rs. 60.0 bn company’s funding business has grown ~8. 3 times in fifteen months, to Rs. 47. 5
bn as on 30 June 2021 from Rs. 5. 7 bn as on 31 March 2020. Due to market
volatility and increased retail participation, the company anticipates further growth
in these segments in the coming few years, and the limits of Rs. 110. 0 bn would
provide the company with sufficient headroom to grow.
Q2
19-Aug-2021 RAMCO CEMENTS LTD. AGM Management For For
Q2
P. R. Venketrama Raja, 62, is part of the promoter Group and is designated as
Chairperson and Managing Director, The Ramco Cements Limited. He attended
100% of the board meetings held in FY21. He retires by rotation and his
reappointment is in line with statutory requirements. We are concerned that the
19-Aug-2021 RAMCO CEMENTS LTD. AGM Management Reappoint P.R. Venketrama Raja as Director For For NRC (which comprises four members including PR Venketrama Raja) with an
average board-tenure of over 19 years and the board maybe aligned towards the
promoters’ interest rather than focusing on the long-term interests of the company
and its stakeholders. We raise concerns over the high remuneration (Rs. 597. 6 mn)
drawn by P. R. Venketrama Raja as MD in FY21.
Q2
M. F. Farooqui, 66, is a retired IAS Officer. During his career as a civil servant, he
has held various positions in the Government of India including Secretary of
Reappoint M. F. Farooqui (DIN: 01910054) as an Department of Telecom and Heavy Industries, Joint Secretary of Department of
19-Aug-2021 RAMCO CEMENTS LTD. AGM Management Independent Director for a second five year term For For Economic Affairs and Special Secretary and Additional Secretary of Ministry of
from 30 August 2022 to 29 August 2027 Environment. He was appointed on the board in August 2017. He has attended
100% of board meetings in FY21. His reappointment as an Independent Director
for a second five year term is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 550,000 excluding GST
The remuneration to be paid to the cost auditor is reasonable compared to the size
19-Aug-2021 RAMCO CEMENTS LTD. AGM Management & out of pocket expenses payable to Geeyes & Co For For
Q2 as cost auditors for FY22
19-Aug-2021 CITY UNION BANK LTD. AGM Management For For
Q2
The bank is proposing to pay Rs. 0. 5 per equity share as aggregate dividend. Total
19-Aug-2021 CITY UNION BANK LTD. AGM Management For For dividend outflow will aggregate to Rs. 369. 4 mn. Payout ratio is 6. 2% of the
share (face value: Re. 1.0) for FY21
Q2 standalone PAT.
The bank is proposing to pay Rs. 0. 5 per equity share as aggregate dividend. Total
Declare final dividend of Re. 0.2 per equity share
19-Aug-2021 CITY UNION BANK LTD. AGM Management For For dividend outflow will aggregate to Rs. 369. 4 mn. Payout ratio is 6. 2% of the
(face value: Re. 1.0) for FY21
Q2 standalone PAT.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
City Union Bank proposes to appoint Jagannathan & Sarabeswaran and K. Gopal
Rao & Co. As joint statutory auditors for FY22, as approved by RBI: they replace
Appoint Jagannathan & Sarabeswaran and K. Gopal Sundaram & Srinivasan. The bank proposes an overall audit fee of Rs. 6. 0 mn for
19-Aug-2021 CITY UNION BANK LTD. AGM Management Rao & Co. as Joint Statutory Auditors for FY22 and For For FY22 to the joint statutory auditors, as may be allocated by the bank between the
fix their aggregate remuneration at Rs. 6.0 mn joint statutory auditors. There is no material change in the fee recommended to the
proposed auditors compared to FY21. The proposed audit fee is commensurate to
the size and complexity of the business.
Q2
The bank proposes to appoint a branch auditor to audit the bank’s branches/offices
Authorize the board to appoint branch auditors and that are not audited by the central statutory auditors. The board of directors in
fix their remuneration for FY22 consultation with the central statutory auditors will appoint, fix remuneration of the
Q2 branch auditor.
The bank has sought approval for the payment of variable pay of Rs. 3. 0 mn to N.
Kamakodi for FY20 paid in FY21, the proposed pay is reasonable compared to size
Approve payment of variable pay of Rs. 3.0 mn to of the bank. Further, the bank seeks to revise the remuneration terms of N.
Dr. N. Kamakodi (DIN: 02039618) for FY20 and Kamakodi to align with the RBI guidelines on compensation. We estimate N.
revise his remuneration as MD & CEO from 1 May Kamakodi’s maximum pay to be Rs. 50. 9 mn as per his revised structure. His
2020 remuneration is comparable to peers and commensurate to the size and complexity
of the bank. As a good practice, the bank must disclose the performance metrics
and the benchmarks used that determine variable pay.
Q2
M. Narayanan, 62, is a practicing Chartered Accountant. He has headed positions
Reappoint M. Narayanan (DIN: 00682297) as
up to levels of CFO in companies such as BHEL, Dalmia Cements and Ramco
19-Aug-2021 CITY UNION BANK LTD. AGM Management Independent Director from 22 August 2021 till 2 For For
Cements. He has been on the board from 3 May 2016. He has attended all board
May 2024
Q2
If the entire quantum of Rs 5. 0 bn is raised at current market prices, we estimate
that CUB will issue ~ 33. 2 mn shares and the maximum dilution will be ~ 4. 3% on
the post issue paid up equity share capital. As on 31 March 2021, CUB’s Tier-1
ratio was 18. 5% and total capital adequacy ratio was 19. 5%. This is an enabling
Approve issuance of securities through QIP for an resolution which will be used at an appropriate time depending upon the need and
amount not exceeding Rs. 5.0 bn opportunity available. The capital raised will be utilized by the bank to support
future growth, augment its capital base, strengthen its balance sheet, to assist the
bank in dealing with contingencies or financing business opportunities, both
organic and inorganic, while ensuring that its capital adequacy is within regulatory
norms.
Q2
The bank seeks to add a clause to act as an agent for insurance after IRDAI as part
of its on-site inspection advised the bank to add a clause for being Corporate Agent
Approve amendments to the Objects clause of the
19-Aug-2021 CITY UNION BANK LTD. AGM Management For For as part of its Objects clause in the MoA. The proposed alteration is not prejudicial
Memorandum of Association (MoA)
to minority shareholder rights. Further, we note the bank has a corporate agent
Q2 license valid till 31 March 2022.
19-Aug-2021 DABUR INDIA LTD. AGM Management For For
Confirm interim dividend of Rs. 1.75 mn and
The total dividend for FY21 is Rs. 4. 75 per share, resulting in an outflow
19-Aug-2021 DABUR INDIA LTD. AGM Management declare final dividend of Rs. 3.0 per equity share For For
aggregating Rs. 8. 4 bn. The dividend pay-out ratio is 60. 8%.
Q2 (face value Re. 1.0) for FY21
Reappoint Mohit Burman (DIN:00021963) as a Mohit Burman, 53, part of the promoter family is Vice Chairperson of Dabur. He
19-Aug-2021 DABUR INDIA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For has been on the board since July 2007 and has attended all board meetings in FY21.
retire by rotation He retires by rotation and his reappointment is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Aditya Burman (DIN: 00042277) as a Aditya Burman, 40, part of the promoter family has been on the board since July
19-Aug-2021 DABUR INDIA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For 2019. He has attended all board meetings in FY21 and retires by rotation. His
Q2 retire by rotation reappointment is in line with statutory requirements.
Ratify remuneration of Rs. 568,000 to Ramanath The total remuneration proposed to be paid to the cost auditors in reasonable
Iyer & Co. as cost auditors for FY22 compared to the size and scale of operations.
Q2
Appoint Mukesh Hari Butani (DIN:01452839) as Mukesh Hari Butani, 57, is the founder of BMR Legal Advocates, a law firm that
19-Aug-2021 DABUR INDIA LTD. AGM Management Independent Director for five years from 1 January For For specializes in Tax policy, Advocacy & Disputes. He is also the co-founder of BMR
2021 Advisors. His appointment is in line with statutory requirements.
Q2
19-Aug-2021 PFIZER LTD. AGM Management For For
Declare final dividends of Rs. 35.0 per share for For FY21, Pfizer proposes final dividend of Rs. 35. 0 per share. The total dividend
FY21 outflow for FY21 is Rs. 1. 6 bn. The dividend payout ratio is 32. 2%.
Q2
Samir Kazi is the Director – Legal. He is a lawyer and has around 20 years of
Reappoint Samir Kazi (DIN: 07184083) as a professional experience. He has been associated with the Pfizer group since 2007.
Director, liable to retire by rotation He attended all five board meetings in FY21. He retires by rotation and his
Q2 reappointment is in line with statutory regulations.
S Sridhar was paid a remuneration of Rs. 50. 3 mn in FY21. His estimated FY22
Reappoint S Sridhar (DIN: 05162648) as Managing
remuneration at Rs. 73. 2 mn is in line with the remuneration paid to peers and has
19-Aug-2021 PFIZER LTD. AGM Management Director for five years from 18 March 2021 and fix For For
been aligned to company performance over the past five years. His reappointment is
his remuneration
Q2 inline with statutory regulations.
Ratify remuneration of Rs.1.3 mn payable to RA & The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Co. as cost auditors for FY22 company’s operations.
20-Aug-2021 SUNDRAM FASTENERS LTD. AGM Management For For
Ms. Arathi Krishna, 53, is part of the promoter family and Managing Director of the
Reappoint Ms. Arathi Krishna (DIN 00517456) as
20-Aug-2021 SUNDRAM FASTENERS LTD. AGM Management For For company. She attended 100% (6 out of 6) board meetings in FY21. She is liable to
retire by rotation and her reappointment meets all statutory requirements.
Q2
Approve remuneration of Rs. 400,000 payable to P The total remuneration proposed to be paid to the cost auditors in FY22 is
20-Aug-2021 SUNDRAM FASTENERS LTD. AGM Management For For
Q2 Raju Iyer, cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
related issues in the consolidated financial statements. Except for this matter, the
ADITYA BIRLA CAPITAL Adoption of standalone and consolidated financial
20-Aug-2021 AGM Management For For auditors are of the opinion that the financial statements are prepared in accordance
LTD. statements for the year ended 31 March 2021
with the generally accepted accounting policies and Indian Accounting Standards
Q2 (IND-AS).
Reappoint Sushil Agarwal (DIN: 00060017) as Non- Sushil Agarwal, 58, is the Group CFO of Aditya Birla Group. He attended 100%
ADITYA BIRLA CAPITAL
20-Aug-2021 AGM Management Executive Non-Independent Director, liable to retire For For board meetings held in FY21 (6/6). He retires by rotation and his reappointment is
LTD.
Q2 by rotation in line with statutory requirements.
Deloitte Haskins & Sells LLP (Deloitte) were appointed as the statutory auditors at
the 2017 AGM for five years from FY18. Pursuant to RBI circular dated 27 April
2021 on Guidelines for appointment of statutory auditors of banks and NBFCs and
the FAQs issued on 11 June 2021, Deloitte is ineligible to continue as statutory
auditors for FY22. Accordingly, post resignation of Deloitte as statutory auditors for
Appoint B S R & Co. LLP as statutory auditors for FY22, the company has sought approval for the appointment of B S R & Co. LLP
20-Aug-2021 AGM Management three years from FY22 and fix their annual For For as statutory auditors for a term of three years, FY22 onwards. The company
LTD.
remuneration at Rs. 12.0 mn proposes up to Rs 12. 0 mn as statutory audit fees per year, which shall be prorated
for FY22, based on the scope of work; the statutory audit fee for FY21 was at Rs. 6.
5 mn. The proposed audit fee is higher as compared to the audit fee for previous
years due to provisions of SEBI LODR, which require atleast 80% of consolidated
revenue, assets and profits, to be subject to audit during the audit of consolidated
quarterly results.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Romesh Sobti, 71, represents Jomei Investments Limited, which held 4. 1% equity
in the company on 30 June 2021. The approval for his appointment was received
Appoint Romesh Sobti (DIN: 00031034) as
ADITYA BIRLA CAPITAL from the RBI on 12 January 2021. He was formerly the MD and CEO at IndusInd
20-Aug-2021 AGM Management Nominee Director of Jomei Investments Limited For For
LTD. Bank Limited till March 2020 and has previously worked with ABN AMRO Bank
from 14 January 2021, liable to retire by rotation
N. V, ANZ Grindlays Bank Plc (Standard Chartered Bank) and SBI. He is liable to
retire by rotation and his appointment is in line with statutory requirements.
Q2
Ms. Vijayalakshmi Iyer, 66, has been on the board since June 2017. She is a
certified associate of the Indian Institute of Banking and Finance and has over four
Reappoint Ms. Vijayalakshmi Iyer (DIN: 05242960)
ADITYA BIRLA CAPITAL decades of experience working in the banking and finance sector. She was
20-Aug-2021 AGM Management as Independent Director for five years from 26 June For For
LTD. previously the Chairperson and Managing Director at Bank of India till May 2015.
2022
She attended 83% board meetings held in FY21 (5/6) and her reappointment is in
Arun Kumar Adhikari, 67, has been on the board since June 2017. He was
associated with the Unilever group for over 37 years till 2014, post which he was a
Reappoint Arun Kumar Adhikari (DIN: 00591057) Senior Advisor at McKinsey and Company for four years. He attended 100% board
20-Aug-2021 AGM Management as Independent Director for five years from 26 June For For meetings held in FY21 (6/6) and his reappointment is in line with statutory
LTD.
2022 requirements. He has been on the board of Ultratech Cement Limited (fellow
subsidiary) since 3 December 2013. Therefore, we will classify him as Non-
Independent w. E. F. 3 December 2023, and assess board composition accordingly.
Q2
Reappointment, Puranam Hayagreeva Ravikumar, 70, has been on the board since
June 2017. He has over 48 years of experience in banking and financial services.
Reappoint Puranam Hayagreeva Ravikumar
He has worked with Bank of India for over two decades and with ICICI Bank for
(DIN: 00280010) as Independent Director for five
ADITYA BIRLA CAPITAL 12 years. He is the co-founder of Vastu Housing Finance Corporation Limited and
20-Aug-2021 AGM Management years from 26 June 2022 and approve continuation For For
LTD. was a Director on their board till 2017. He was on the board of Aditya Birla PE
of his directorship after he attains 75 years of age on
Advisors Private Limited (subsidiary), from 21 January 2011 to 21 January 2021.
19 July 2026
The company must consider appointing him as a Non-Executive Non-Independent
Q2 Director.
Subhash Chandra Bhargava, 76, has been on the board since September 2016. He
was ED (Investment) on the board of LIC till 2005. He has worked with Bank of
Reappoint Subhash Chandra Bhargava Rajasthan in the capacity of an advisor in treasury management for five years, till
(DIN: 00020021) as Independent Director for three 2010 and has also been an investment advisor to MetLife Insurance Co. Limited.
20-Aug-2021 AGM Management years from 1 September 2021 and approve For For He attended 100% board meetings held in FY21 (6/6) and his reappointment is in
LTD.
continuation of his directorship since he has attained line with statutory requirements. Amendments in SEBI’s LODR requires directors
75 years of age having attained the age of 75 to be re-approved by shareholders through a special
resolution. He attained 75 years of age on 19 July 2020; we do not consider age to
be a criterion for board memberships.
Q2
20-Aug-2021 GRAPHITE INDIA LTD. AGM Management For For
Declare final dividend of Rs. 5.0 per share of face The total dividend outflow including dividend tax for FY21 is Rs. 977. 0 mn and
20-Aug-2021 GRAPHITE INDIA LTD. AGM Management For For
Q2 value Rs.2.0 the dividend payout ratio is 49. 0%.
A V Lodha, 55, a chartered accountant, is the Country Managing Partner of Lodha

& Co, an accounting and advisory firm. He has over 32 years of experience in
providing advisory services across a range of industries. He attended three out of
four (75%) board meetings in FY21. He retires by rotation and his reappointment is
Reappoint A V Lodha (DIN: 00036158) as a Non-
20-Aug-2021 GRAPHITE INDIA LTD. AGM Management For For in line with statutory requirements. A V Lodha is a member of the Audit
Committee, which has not provided clarity on the rationale for seeking a high
borrowing limit. We believe the audit committee must make more granular
disclosure on the use of the proposed fund raise (see resolution 6) and consider
articulating and disclosing the company’s capital structure policy.
Q2
Not fill casual vacancy caused by the retirement of J J D Curravala, 81, is non-executive director of the company. He will retire at the
20-Aug-2021 GRAPHITE INDIA LTD. AGM Management D Curravala (DIN: 00277426) as Non-Executive For For upcoming AGM and the vacancy caused by his retirement will not be filled. This
Non-Independent Director will not have any material implications for board independence.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ratify remuneration of Rs. 0.61 mn for cost auditors
20-Aug-2021 GRAPHITE INDIA LTD. AGM Management of the various divisions/ plants of the company for For For
Q2 FY21
The issuance of debentures on private placement basis will be within the borrowing
limit. Even so, the proposed quantum of Rs. 50. 0 bn is significantly higher than
current debt levels: consolidated debt was Rs. 2. 2 bn on 31 March 2021. Should
Approve private placement of non-convertible the company raise this debt, it may deteriorate credit protection metrics.
20-Aug-2021 GRAPHITE INDIA LTD. AGM Management debentures (NCDs) or other debt securities For For Notwithstanding, we expect the company to remain judicious in raising debt. While
aggregating Rs. 50.0 bn we recognize that the company needs some flexibility to raise funds to manage its
operations, we believe the company must make more granular disclosure on the use
of the proposed fund raise. Further, the company must consider articulating and
disclosing its capital structure policy.
Q2
20-Aug-2021 I C I C I BANK LTD. AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
together with the Reports of the Directors and the
Q2 Auditors
For FY21, ICICI Bank proposes to pay final dividend of Rs. 2. 0 per share. Total
dividend payout is Rs 13. 8 bn and dividend payout ratio is at 8. 5%. On 22 April
Approve dividend of Rs 2.0 on equity shares of face 2021 RBI vide its Circular mentioned that banks may pay dividend on equity shares
20-Aug-2021 I C I C I BANK LTD. AGM Management For For
value Rs 2.0 per share from the profits for the financial year ended 31 March 2021, subject to the quantum
of dividend being not more than 50% of the amount determined as per the dividend
payout ratio prescribed in paragraph 4 of the 4 May 2005 circular of RBI.
Q2
Sandeep Bakhshi has been with the ICICI Group for 34 years and has handled
various assignments within the group. He was appointed as MD & CEO of ICICI
Reappoint Sandeep Bakhshi (DIN: 00109206), as Bank on 15 October 2018. He has been the MD & CEO, of ICICI Prudential Life
director liable to retire by rotation Insurance Company, since August 2010. Prior to this role, he was the Deputy
Managing Director of ICICI Bank. He retires by rotation and his reappointment is
appoint a minimum of two joint statutory auditors. Therefore, ICICI Bank proposes
to appoint MSKA & Associates and Khimji Kunverji & Co LLP as joint statutory
Appoint MSKA & Associates as Joint Statutory
auditors for three years to the approval of the RBI for each year during this tenure.
20-Aug-2021 I C I C I BANK LTD. AGM Management Auditors for three years and fix aggregate auditor For For
The joint statutory auditors shall be paid overall audit fees of Rs 40. 0 mn plus
remuneration at Rs. 40 mn for FY22
reimbursement of out of pocket expenses upto a maximum of Rs 3. 0 mn for FY22,
with authority to the audit committee of the to allocate the overall audit fees
between the joint statutory auditors, as may be mutually agreed between the bank
and the joint statutory auditors, depending upon their respective scope of work.
Q2
appoint a minimum of two joint statutory auditors. Therefore, ICICI Bank proposes
to appoint MSKA & Associates and Khimji Kunverji & Co LLP as joint statutory
Appoint Khimji Kunverji & Co LLP as Joint
auditors for three years to the approval of the RBI for each year during this tenure.
20-Aug-2021 I C I C I BANK LTD. AGM Management Statutory Auditors for three years and fix aggregate For For
The joint statutory auditors shall be paid overall audit fees of Rs 40. 0 mn plus
auditor remuneration at Rs. 40 mn for FY22
reimbursement of out of pocket expenses upto a maximum of Rs 3. 0 mn for FY22,
with authority to the audit committee of the to allocate the overall audit fees
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sandeep Bakhshi voluntarily relinquished his fixed compensation for fiscal 2021
and was paid honorarium fee of Re 1. 0 for FY21. However, with the fair value of
ESOPs his remuneration for FY21 was at Rs 80. 4 mn. During FY21, Sandeep
Approve revision in remuneration of Sandeep
Bakhshi also received Rs 6. 4 mn as performance bonus from ICICI Prudential Life
Bakhshi (DIN: 00109206), Managing Director &
Insurance Company Limited, subsidiary of the bank being the deferred variable pay
20-Aug-2021 I C I C I BANK LTD. AGM Management Chief Executive Officer from 1 April 2021 till the For For
for fiscal 2017 and fiscal 2018. His proposed remuneration for FY22 (including
next revision in remuneration or end of his term
performance bonus and fair value of ESOPs) is estimated at Rs 156. 7 mn. The
whichever is earlier
business of ICICI Bank and comparable to that paid to Sandeep Bakhshi’s peers in
the industry.
Q2
Ms. Vishakha Mulye’s remuneration for FY21 aggregated to ~ Rs. 132. 9 mn (this
includes performance bonus and fair value of ESOPs). Given the challenge posed
Approve revision in remuneration of Ms. Vishakha
by COVID-19, Vishakha Mulye voluntarily opted for a 10% salary reduction
Mulye (DIN: 00203578), Executive Director from 1
20-Aug-2021 I C I C I BANK LTD. AGM Management For For effective 1 May 2020 for FY21. As per our estimates her proposed payout will be
April 2021 till the next revision in remuneration or
Rs 142. 9 mn (including performance bonus and fair value of ESOPs). The
end of her term whichever is earlier
business of ICICI Bank and comparable to that paid to peers in the industry.
Q2
Sandeep Batra’s remuneration for FY21 aggregated to ~ Rs. 130. 2 mn (this
includes performance bonus and fair value of ESOPs). Given the challenge posed
by COVID-19, Sandeep Batra voluntarily opted for a 10% salary reduction effective
Approve revision in remuneration of Sandeep Batra 1 May 2020 for FY21. During FY21, Sandeep Batra also received Rs 4. 1 mn as
(DIN: 03620913), Executive Director from 1 April performance bonus from ICICI Prudential Life Insurance Company Limited,
2021 till the next revision in remuneration or end of subsidiary of the bank being the deferred variable pay for fiscal 2017 and fiscal
his term whichever is earlier 2018. As per our estimates his proposed payout will be Rs 142. 9 mn (including
performance bonus and fair value of ESOPs). The proposed remuneration is
commensurate with the size and complexities of the business of ICICI Bank and
comparable to that paid to peers in the industry.
Q2
Anup Bagchi’s remuneration for FY21 aggregated to ~ Rs. 131. 3 mn (this includes
performance bonus and fair value of ESOPs). Given the challenge posed by COVID-
Approve revision in remuneration of Anup Bagchi 19, Anup Bagchi voluntarily opted for a 10% salary reduction effective 1 May 2020
20-Aug-2021 I C I C I BANK LTD. AGM Management (DIN: 00105962), Executive Director from 1 April For For for FY21. As per our estimates his proposed payout will be Rs 142. 9 mn (including
2021 to 31 January 2022 performance bonus and fair value of ESOPs). The proposed remuneration is
commensurate with the size and complexities of the business of ICICI Bank and
comparable to that paid to peers in the industry.
Q2
Reappoint Anup Bagchi (DIN: 00105962) as ICICI Bank proposes to reappoint Anup Bagchi for a period of five years from 1
20-Aug-2021 I C I C I BANK LTD. AGM Management Executive Director for five years from 1 February For For February 2021. The terms of remuneration remain unchanged from that proposed in
Q2 2022 and fix his remuneration Resolution #9.

Committees of the Board, allowed banks to pay its Non-Executive Directors
(including Independent Director and excluding the Chairperson) a fixed
remuneration of Rs. 2. 0 mn doubled from profit related commission of upto Rs 1. 0
Payment of fixed remuneration of Rs. 2.0 mn to
mn as approved in June 2015. Following this, ICICI Bank proposes to increase the
each Non-Executive Directors (other than part-time
20-Aug-2021 I C I C I BANK LTD. AGM Management For For remuneration paid to its non-executive directors. NEDs will be paid fixed
Chairman and the Government of India nominee)
remuneration in accordance with the proposed resolution (if approved) from 1 April
from 1 April 2021
21 onwards. We raise a concern that the resolution is in perpetuity but note that the
amount of remuneration is regulated by the RBI and has an upper cap of Rs 2. 0
mn. The bank must approach shareholders periodically for approval to pay
remuneration to non-executive directors.
Q2
HINDALCO INDUSTRIES Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
HINDALCO INDUSTRIES Declare final dividend of Rs. 3.0 per equity share Total dividend outflow will aggregate to Rs. 6. 7 bn. Payout ratio is 67. 1% of the
Q2 LTD. (face value: Re. 1.0) for FY21 standalone PAT.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mr. Askaran Agarwala, 88, has been associated with the company since its
inception in 1959. He has been on the board of the company since 11 September
Reappoint Askaran Agarwala (DIN: 00023684) as 1998. He is the former President of Aluminium Association of India and Vice-
HINDALCO INDUSTRIES Non-Executive Non-Independent Director, liable to Chairperson of International Aluminium Institution. He has attended all board
LTD. retire by rotation and approve his continuation meetings held in FY21. He retires by rotation; his reappointment is in line with
beyond the age of 75 years statutory requirements. Amendments in SEBI’s LODR require directors having
attained the age of 75 to be approved by shareholders through a special resolution:
We do not consider age to be an eligibility criterion for board memberships.
Q2
HINDALCO INDUSTRIES Approve remuneration of Rs. 1.5 mn to R. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 LTD. Nanabhoy & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Reappoint Satish Pai (DIN: 06646758) as Managing
HINDALCO INDUSTRIES Mr. Satish Pai’s proposed remuneration, though higher than peers, is commensurate
23-Aug-2021 AGM Management Director for three years from 1 August 2021 and fix For For
LTD. to the size and complexity of the business.
Q2 his remuneration
Reappoint Praveen Kumar Maheshwari (DIN:

HINDALCO INDUSTRIES Mr. Praveen Maheshwari’s pay is comparable to peers and is commensurate to the
23-Aug-2021 AGM Management 00174361) as Whole-time Director for one year For For
LTD. size and complexity of the business.
from 28 May 2021 and fix his remuneration
Q2
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management For For financial statements are in accordance with generally accepted accounting policies
The dividend for FY21 is Rs. 45. 0 per equity share of face value of Rs. 5. 0, while
Declare final dividend of Rs. 45 per share (face
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management For For the company paid a dividend of Rs. 60. 0 per equity share in FY20. The total
dividend outflow is Rs. 13. 6 bn and the dividend payout ratio is 32. 2%.
Q2
Toshihiro Suzuki, 62, is the promoter of Suzuki Motor Corporation. He is currently
Reappoint Toshihiro Suzuki (DIN:06709846) as
designated as the President of Suzuki Motor Corporation. He represents the
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
promoter on the board. He has attended 100% (5/5) of the board meetings in FY21.
retire by rotation
He retires by rotation and his reappointment meets all statutory requirements.
Q2
Kinji Saito, 63 is a promoter representative on the board. He is currently designated
Reappoint Kinji Saito (DIN:00049067) as Non-
as Director and Senior Managing Officer, Executive General Manager, Global
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management Executive Non-Independent Director, liable to retire For For
Automobile Marketing for Suzuki Motor Corporation. He has attended all five
by rotation
board meetings in FY21. His reappointment meets all statutory requirements.
Q2
Deloitte Haskins & Sells LLP were appointed as the statutory auditors for five years
for another period of five years starting from FY22, which will complete their
Reappoint Deloitte Haskins & Sells LLP as tenure of ten years as per provisions of Section 139 of Companies Act 2013. Their
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management statutory auditors for five years starting from FY22 For For reappointment is in line with statutory requirements. In FY21, Deloitte Haskins &
and fix their remuneration at Rs. 18.4 mn for FY22 Sells were paid a remuneration of Rs 18. 0 mn (excluding tax audit fees and other
audit services). The proposed remuneration of Rs. 18. 4 mn excluding (taxes,
reimbursement of actuals and administrative charges of the audit fee upto 3%) for
FY22 is reasonable compared to the size and scale of the company’s operations.
Q2
Shigetoshi Torii, 61, holds a degree in mechanical engineering from The School of
Engineering Science, Osaka University. He is associated with Suzuki Motor
Corporation since 1984. He has held various leadership positions with Maruti
Appoint Shigetoshi Torii (DIN:06437736) as Joint Suzuki India from 2012 to 2017 after which he was transferred to the parent
Managing Director (Production and Supply Chain) company. The estimated remuneration of Rs. 38. 1 mn for Shigetoshi Torii for
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management For For
for three years w.e.f. 28 April 2021 and fix his FY22 is comparable to peers, and commensurate with the overall performance of
remuneration the company. Further, Shigetoshi Torii is a professional whose skills and experience
carry a market value. As a good practice we expect the company to disclose the
parameters considered by the Nomination & Remuneration Committee, to
determine variable pay for the executives.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Hisashi Takeuchi, 57, graduated from the faculty of economics from Yokohama
National University. He is associated with Suzuki Motor Corporation since 1986. In
his last role, he served as Managing Officer, Executive General Manager global
automobile marketing at Suzuki Motor Corporation. He was first appointed on
Appoint Hisashi Takeuchi (DIN: 07806180) as MSL’s board as a Non-Executive Non-Independent Director in 2019. The estimated
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management Joint Managing Director (Commercial) for three For For remuneration of Rs. 38. 1 mn for Hisashi Takeuchi for FY22 is comparable to
years w.e.f. 28 April 2021 and fix his remuneration peers, and commensurate with the overall performance of the company. Further,
Hisashi Takeuchi is a professional whose skills and experience carry a market
value. As a good practice we expect MSIL to disclose the parameters considered by
the Nomination & Remuneration Committee, to determine variable pay for the
executives.
Q2
Ratify remuneration of Rs. 250,000 payable to RJ The total remuneration proposed is reasonable compared to the size and scale of the
24-Aug-2021 MARUTI SUZUKI INDIA LTD. AGM Management For For
Q2 Goel & Co. as cost auditors for FY22 company’s operations.
of the COVID-19 pandemic on the financial statements and on the advances of Rs.
242 mn given by the company to Maharashtra Industrial Development Corporation
FINE ORGANIC INDUSTRIES Adoption of consolidated financial statements for
24-Aug-2021 AGM Management For For for allotment of land. The company is unable to take the possession of the land due
LTD. the year ended 31 March 2021
to lack of creation of basic infrastructure in the area. Except for the above issues,
Q2
of the COVID-19 pandemic on the financial statements and on the advances of Rs.
242 mn given by the company to Maharashtra Industrial Development Corporation
FINE ORGANIC INDUSTRIES Adoption of standalone financial statements for the
24-Aug-2021 AGM Management For For for allotment of land. The company is unable to take the possession of the land due
LTD. year ended 31 March 2021
to lack of creation of basic infrastructure in the area. Except for the above issues,
Q2
For FY21, Fine Organic Industries Limited has proposed a final dividend of Rs. 11.
Declare final dividend of Rs. 11.0 including a one- 0 per equity share (face value Rs. 5 each). The final dividend includes a one-time
FINE ORGANIC INDUSTRIES
24-Aug-2021 AGM Management time special dividend of Rs. 5.0 per equity share for For For special dividend of Rs. 5. 0 per equity share on account of the company’s golden
LTD.
FY21 jubilee. The total dividend outflow for FY20 is Rs. 337. 3 mn. The dividend payout
Q2 ratio for FY21 is 29. 3%.
Bimal Shah, 40, is a part of the promoter group. He is currently a whole-time
FINE ORGANIC INDUSTRIES director with the company and was appointed on the board in 2011. He has attended
24-Aug-2021 AGM Management Reappoint Bimal Shah (DIN: 03424880) as Director For For
LTD. 100% (4/4) of the board meetings held in FY21. He retires by rotation. His
The company proposes to pay an aggregate of Rs. 5. 0 mn annually as commission
FINE ORGANIC INDUSTRIES to non-Executive Directors, within 1% of net profits of the company. The proposed
24-Aug-2021 AGM Management Directors not exceeding 1% of net profits upto an For For
LTD. commission to non-executive directors is reasonable and in-line with market
aggregate of Rs 5.0 mn from FY21 onwards
Q2 practices.
Ratify remuneration of Rs. 250,000 plus applicable The total remuneration proposed to be paid to the cost auditors is reasonable
FINE ORGANIC INDUSTRIES
24-Aug-2021 AGM Management taxes and reimbursement of expenses payable to Y. For For compared to
LTD.
R. Doshi & Associates, cost auditors for FY22 the size and scale of operations.
Q2
HATHWAY CABLE & Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
DATACOM LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Saurabh Sancheti, 36, represents the promoter Reliance Jio and has served on the
Reappoint Saurabh Sancheti (DIN: 08349457) as
HATHWAY CABLE & board for the past two years. He is currently at the Chairman’s Office – Jio at
DATACOM LTD. Reliance Industries Ltd. He attended all the board meetings in FY21 and retires by
retire by rotation
rotation. His reappointment meets statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Appointment in line with regulations. However, Anuj Jain attended 43% (3 out of
Reappoint Anuj Jain (DIN: 08351295) as Non-
HATHWAY CABLE & 7) of the board meetings in FY21 and 43% (6 out of 14) of the board meetings in
DATACOM LTD. the previous two years. We expect directors to take their responsibilities seriously
by rotation
and attend at the very least, 75% of the board meetings over a three-year period.
Q2
HATHWAY CABLE & Approve remuneration of Rs.575,000 payable to The total remuneration proposed to be paid to the cost auditor is reasonable
DATACOM LTD. Ashok Agarwal & Co., as cost auditors for FY22 compared to the size and scale of the company’s operations.
Q2
25-Aug-2021 V-MART RETAIL LTD. AGM Management For For
Q2
Lalit M Agarwal, 51, is part of the promoter family and Chairperson and Managing
Reappoint Lalit Agarwal (DIN: 00900900) as Director of the company. He attended 100% (6 out of 6) board meetings in FY21.
Director, liable to retire by rotation He is liable to retire by rotation and his reappointment meets all statutory
Q2 requirements.
The company proposes to classify three applicants from promoter to public
shareholder category. The applicants together own 0. 4 mn shares of the company
representing 2. 17% of the company’s share capital. The applicants are seeking
Reclassify certain members of the promoter group reclassification to public category since they have entered into competing business.
to public shareholder category Hemant Agarwal resigned from the board of V-Mart Retail Limited on 16 March
2016 and none of the applicants have been associated with the company in the last
five years. The reclassification to public shareholders in line with regulatory
Q2 requirements.
paid to Lalit Agarwal, Chairperson and Managing Director of Rs. 3. 33 mn in
Approve waiver of excess remuneration aggregating FY21. His aggregate remuneration in FY21 was Rs. 15. 4 mn. We understand that
25-Aug-2021 V-MART RETAIL LTD. AGM Management Rs. 3.33 mn to Lalit Agarwal (DIN: 00900900) as For For due to adverse impact of Covid-19 pandemic on the company and industry in
Chairperson and Managing Director for FY21 general has led to inadequate profits in FY21. Further, the remuneration paid to
Lalit Agarwal is commensurate to the size and complexity of the business and in
Q2 line with peers.
paid to Madan Agarwal, Whole-time Director of Rs. 0. 359 mn in FY21. His
Approve waiver of excess remuneration aggregating aggregate remuneration in FY21 was Rs. 2. 9 mn. We understand that due to
25-Aug-2021 V-MART RETAIL LTD. AGM Management Rs. 0.359 mn to Madan Agarwal (DIN: 02249947) For For adverse impact of Covid-19 pandemic on the company and industry in general has
as Whole-time Director for FY21 led to inadequate profits in FY21. Further, the remuneration paid to Madan
Agarwal is commensurate to the size and complexity of the business and in line
Q2 with peers.
The commission paid in the past to Non-Executive Directors in reasonable and in

Approve payment of commission to non-executive
25-Aug-2021 V-MART RETAIL LTD. AGM Management For For line with market practices: ranging from 0. 5% to 0. 7% of profit before tax over the
directors at 1% of net profits from FY22
past five years. Their past records shows they would be rational on this.
Q2
In the last five years, the company paid commission to which is ~0. 5% to 0. 7% of
PBT each year, which is line with market practices. The company proposes to pay a
Approve payment of remuneration to Non-
commission up to the regulatory limits for each of the three years from 1 April 2021
Executive and Independent Directors as per
25-Aug-2021 V-MART RETAIL LTD. AGM Management For For in case of inadequate profits or losses. The proposed commission is a compensation
regulatory limits in the event of loss or inadequate
for their time and effort invested in the company. The resolution will have a validity
profits for three years from FY22
of three years from FY22. The company should cap the commission payable to non-
executive directors in absolute amounts.
Q2
The company seeks shareholder approval to increase the option pool under the
scheme to 0. 5 mn stock options. The company has disclosed that stock options can
Amend Employee Stock Option Plan 2020 (ESOP be granted at a discount of up to 50% of market price, which further increases the
25-Aug-2021 V-MART RETAIL LTD. AGM Management 2020) to increase the size of the plan to 0.5 mn For For cost under the scheme. While the stock options have performance-based vesting,
options from 0.2 mn options the scheme gives the Nomination and Remuneration Committee (NRC) overriding
powers to amend the grant period, grant price. Management has been prudent in
giving money to employees and this is part of their total compensation.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has an emphasis of matter
highlighting the revision of the standalone financial statements for the year ended
31 March 2021 post approval received from NCLT on 15 June 2021 for the
Composite Scheme of Arrangement (“Scheme”) for or merger of Impact
Automotive Solutions Limited, wholly owned subsidiary of the company with the
25-Aug-2021 KPIT TECHNOLOGIES LTD. AGM Management For For company. The standalone financial statements of the company for the year ended 31
March 2021 were approved by the Board of Directors at its meeting held on 28
April 2021 without giving effect to the Scheme since the petition was pending
before the NCLT. On receipt of the approval vide order dated 15 June 2021 from
NCLT the financial statements were revised to give effect to the scheme. The
Q2
We have relied upon the auditors’ report, which has an emphasis of matter
highlighting the revision of the consolidated financial statements for the year ended
31 March 2021 post approval received from NCLT on 15 June 2021 for the
Composite Scheme of Arrangement (“Scheme”) for or merger of Impact
Automotive Solutions Limited, wholly owned subsidiary of the company with the
25-Aug-2021 KPIT TECHNOLOGIES LTD. AGM Management For For company. The consolidated financial statements of the company for the year ended
31 March 2021 were approved by the Board of Directors at its meeting held on 28
April 2021 without giving effect to the Scheme since the petition was pending
before the NCLT. On receipt of the approval vide order dated 15 June 2021 from
NCLT the financial statements were revised to give effect to the scheme. The
Q2
KPIT Technologies Ltd (KPIT Tech) has proposed a final dividend of Re. 1. 5 per
Declare final dividend of Rs. 1.5 per share (face equity share for FY21. The total dividend payout aggregates to Rs. 403. 6 mn. The
25-Aug-2021 KPIT TECHNOLOGIES LTD. AGM Management For For
value of Rs. 10.0 per equity share) for FY21 total dividend payout ratio is 43. 2% of the standalone PAT and 27. 4% of
Q2 consolidated PAT.
Sachin Tikekar, 53, is promoter and Co-founder of KPIT Technologies Ltd. He is

Reappoint Sachin Tikekar (DIN: 02918460) as
25-Aug-2021 KPIT TECHNOLOGIES LTD. AGM Management For For currently designated as the Executive Director. He has attended all the board
meetings held in FY21. His reappointment meets all statutory requirements.
Q2
In FY21, the overall executive director remuneration was at Rs. 60. 4 mn, which
was 3. 4% of consolidated PBT and 6. 1% of the standalone PBT. The company
seeks to pay managerial remuneration in excess of the statutory thresholds. The
company contends that because the board is responsible for the consolidated
business, the remuneration thresholds must be designed based on consolidated
Increase overall managerial remuneration limit to profits. Because regulatory thresholds for remuneration are based on standalone
17% of net profits from 11% of net profits, increase profits, the company seeks to expand these limits by basing these at about 10% of
executive director remuneration to 8% of profits consolidated profits. The expansion in limits will also accommodate the company’s
25-Aug-2021 KPIT TECHNOLOGIES LTD. AGM Management from 5%, and remuneration payable to Non- For For intent to expand the board by getting more global representation on the board.
Executive Directors from upto 2% of net profits Remuneration for the current set of executive directors may increase and the
from upto 1% of net profits for five years from company may decide to add more executive directors to the board over the next five
FY22 years. The increase in the managerial remuneration thresholds will accommodate
that. We expect the board to remain judicious in setting executive remuneration, as
it has been in the past. The company should have capped the aggregate amount of
remuneration payable in absolute numbers. Further, the resolution combines
multiple approvals in a single resolution. This is not a good practice since the
shareholders do not get a chance to vote on the resolutions separately.
Q2
Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121), 74, is Co-founder of
Continuation of directorship Prof. Alberto Luigi Cadence and Synopsys. Amendments in SEBI’s LODR require directors having
Sangiovanni Vincentelli (DIN: 05260121) as an attained the age of 75 to be reapproved by shareholders through a special resolution.
25-Aug-2021 KPIT TECHNOLOGIES LTD. AGM Management Independent Director after attaining the age of 75 For For Prof. Alberto Luigi Sangiovanni Vincentelli was appointed as Independent Director
years on 23 June 2021 till the end of his tenure on of the company for five years from 16 January 2019. He will attain the age of 75
15 January 2024 years during his tenure. We do not consider age to be an eligibility criterion for
Q2 board membership.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
SOLARA ACTIVE PHARMA Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
SCIENCES LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The company has proposed a final dividend of Rs. 3. 0 per share in addition to the
Confirm interim dividend of Rs. 4.0 and declare interim dividend of Rs. 4. 0 per share paid in November 2020 taking the total
SOLARA ACTIVE PHARMA
25-Aug-2021 AGM Management final dividend of Rs. 3.0 per equity share (face value For For dividend to Rs. 7. 0 per share (Rs. 2. 0 per share in FY20). The total dividend
SCIENCES LTD.
Rs. 10.0) for FY21 outflow for FY21 is Rs. 251. 4 mn. The dividend payout ratio for FY21 is 11. 4%
Q2 (4. 8% in FY20).
Ankur Nand Thadani, 37, is a Principal at TPG Growth, which held 11. 5% equity
Reappoint Ankur Nand Thadani (DIN 03566737) as
SOLARA ACTIVE PHARMA in the company on 30 June 2021. He attended all seven board meetings in FY21.
SCIENCES LTD. He retires by rotation and his reappointment is in line with all statutory
retire by rotation
Q2 requirements.
Appoint Bharath R Sesha (DIN 01983066) as MD
Bharath R Sesha was appointed as CEO of the company w. E. F. 6 February 2020
SOLARA ACTIVE PHARMA and CEO for a period of three years from 3 August
25-Aug-2021 AGM Management For For and the company proposes to appoint him as MD & CEO w. E. F. 3 August 2020.
SCIENCES LTD. 2020 and fix his remuneration as minimum
His remuneration is in line with company peers and size of company operations.
Q2 remuneration
Appoint Subhash Anand (DIN 07348933) as Subhash Anand was appointed as CFO in October 2020 and the company proposes
SOLARA ACTIVE PHARMA Executive Director and CFO for a period of three to appoint him as ED & CFO for a period of three years from 1 April 2021 and fix
SCIENCES LTD. years from 1 April 2021 and fix his remuneration as his remuneration. His remuneration is in line with company peers and size of
Q2 minimum remuneration company operations.
SOLARA ACTIVE PHARMA Ratify remuneration of Rs. 350,000 for K. The total remuneration proposed to be paid to the cost auditors in FY21 is
Q2 SCIENCES LTD. Suryanarayanan as cost auditor for FY21 reasonable compared to the size and scale of the company’s operations.
Aurore Life Sciences Private Limited (ALSPL) is an enterprise in which promoters

of the company have significant control. Arun Kumar, promoter of the company is
also the promoter of ALSPL. The transactions will include sale of API products,
rendering of services and leasing of properties upto Rs. 4. 0 bn: such transactions
aggregated Rs. 139. 2 mn in FY21. While the proposed quantum of Rs. 4. 0 bn is
Approve related party transactions with Aurore Life
SOLARA ACTIVE PHARMA high in the context of ALSPL’s own size (~2x ALSPL’s 9MFY21 networth): the
25-Aug-2021 AGM Management Sciences Private Limited upto Rs. 4.0 bn each year For For
SCIENCES LTD. transactions are largely operational in nature, at arms’ length and in ordinary course
for a period of three years from FY22
of business. The rationale for a promoter company to be engaged in similar business
is unclear. Notwithstanding, ALSPL is proposed to be amalgamated into Solara,
therefore, we expect such transactions to be continue only until the scheme is
executed. The company must, nevertheless, explain the rationale for seeking such a
high limit.
Q2
The company proposes to enter into related party transactions with APPL for the
Approve related party transactions with Aurore sale of API products, rendering of services and leasing of properties upto Rs. 2. 0
SOLARA ACTIVE PHARMA
25-Aug-2021 AGM Management Pharmaceuticals Private Limited upto Rs. 2.0 bn For For bn. The company will supply APIs and provide services to ALSPL at prevailing
SCIENCES LTD.
each year for a period of three years from FY22 market price. The transactions are at arms’ length and in ordinary course of
Q2 business.
25-Aug-2021 BURGER KING INDIA LTD. AGM Management For For
Amit Manocha, 42, is the Managing Director of Everstone Capital. He was first
Reappoint Amit Manocha (DIN: 01864156) as Non-
appointed on the board on 7 July 2016. He has attended all nine board meetings in
25-Aug-2021 BURGER KING INDIA LTD. AGM Management Executive Non-Independent Director, liable to retire For For
by rotation
Q2 requirements.
The company seeks approval to delete and alter certain articles of the Articles of
Alterations of certain articles of the Articles of Association (AoA) in order to reflect the post listing changes. The company was
Association (AoA) listed on the exchanges on 14 December 2020. The proposed amendments are
technical in nature and will help the company in operational efficiency.
Q2
The articles pertain to QSR’s (promoter) nomination rights to appoint directors on
Ratification of certain articles in the Articles of the board and committees. This is re approval of existing clauses and this is part of
Association (AoA) post listing the agreement which was made at the time company was formed and was also
Q2 approved by SEBI.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to make contributions and provide assistance to any
Approve contribution to bonafide charitable trusts
Charitable Funds/ Trusts, universities, institutions, corporate bodies, societies, etc
25-Aug-2021 BURGER KING INDIA LTD. AGM Management and other funds upto Rs. 10.0 mn in any financial For For
up to Rs. 10. 0 mn. This is a nominal amount and can be see good act for a
year
Q2 charitable work.
KOTAK MAHINDRA BANK Adoption of standalone financial statements for the related issues raised, the auditors are of the opinion that the financial statements are
LTD. year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
KOTAK MAHINDRA BANK Adoption of consolidated financial statements for related issues raised, the auditors are of the opinion that the financial statements are
LTD. the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
The bank declared an interim dividend on Perpetual Non-Cumulative Preference
KOTAK MAHINDRA BANK Confirm payment of interim dividend at 8.1% on
25-Aug-2021 AGM Management For For Shares of the face value of Rs 5 each, carrying a dividend rate of 8. 10%, on pro-
LTD. preference shares of face value Rs 5.0 for FY21
rata basis on 12 March 2021, for FY21. This has entailed a payout of Rs 405. 0 mn.
Q2
Kotak Mahindra Bank proposes to pay equity dividend of Rs 0. 9 per share total
payout being Rs 1. 8 bn. The dividend payout ratio is 2. 6%. On 22 April 2021 RBI
KOTAK MAHINDRA BANK Declare dividend of Rs 0.9 on equity shares of face vide its Circular mentioned that banks may pay dividend on equity shares from the
LTD. value Rs 5.0 per share profits for the financial year ended 31 March 2021, subject to the quantum of
dividend being not more than 50% of the amount determined as per the dividend
payout ratio prescribed in paragraph 4 of the 4 May 2005 circular of RBI.
Q2
C. Jayaram, 65, is Non-Executive Director of the bank since 1 May 2016. He was
with the Kotak Group for 26 years. He was Managing Director of Kotak Securities
Limited. He headed the Wealth Management business, Alternative Investments
KOTAK MAHINDRA BANK Reappoint C. Jayaram (DIN: 00012214) as Director
25-Aug-2021 AGM Management For For business including Private Equity funds and Real Estate funds and international
operations for Kotak Group till his retirement as Joint Managing Director in April
2016. He retires by rotation and his reappointment is in line with statutory
Q2 requirements.
In the AGM of 2020, an audit fees of Rs 19. 0 mn was approved for FY21 to
Walker Chandiok & Co LLP, statutory auditors of the bank. The bank now seeks
shareholder approval to ratify the additional fees of Rs 2. 4 mn payable to Walker
Ratify additional fees of Rs 2.4 mn to statutory
Chandiok & Co LLP for additional certification such as for Liquidity Coverage
KOTAK MAHINDRA BANK auditors, Walker Chandiok & Co LLP for additional
25-Aug-2021 AGM Management For For Ratio, Interest subvention, compliance with RTGS instructions, EVM chips and
LTD. certifications as required by the RBI and for
PIN cards, compliance to provisions on master directions on issuance and operation
increase in effort intensity for FY21
of Prepaid Payment Instruments, etc. , as required by the RBI, for FY21 were
included in addition to the requirement of existing certificates, thereby enhancing
the scope of work as also increased efforts.
Q2
appoint a minimum of two joint statutory auditors. Therefore, Kotak Bank proposes
Reappoint Walker Chandiok & Co LLP as joint to appoint Walker Chandiok & Co LLP for their remaining tenure of one year and
KOTAK MAHINDRA BANK statutory auditors for one year and set FY22 Price Waterhouse LLP for three years as joint statutory auditors to the approval of
LTD. statutory audit fee at Rs 29.0 mn for both joint the RBI for each year during this tenure. The joint statutory auditors shall be paid
auditors overall audit fees of Rs 29. 0 mn plus reimbursement of out of pocket expenses for
FY22, with authority to the audit committee of the to allocate the overall audit fees
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
appoint a minimum of two joint statutory auditors. Therefore, Kotak Bank proposes
to appoint Walker Chandiok & Co LLP for their remaining tenure of one year and
Reappoint Price Waterhouse LLP as joint statutory
KOTAK MAHINDRA BANK Price Waterhouse LLP for three years as joint statutory auditors to the approval of
25-Aug-2021 AGM Management auditors for three years and set FY22 statutory audit For For
LTD. the RBI for each year during this tenure. The joint statutory auditors shall be paid
fee at Rs 29.0 mn for both joint auditors
overall audit fees of Rs 29. 0 mn plus reimbursement of out of pocket expenses for
Q2
Ashok Gulati, 66, holds vast of experience in Agriculture, Rural Economy. He is an
eminent Indian agricultural economist and is currently Infosys Chair Professor for
Appoint Dr. Ashok Gulati (DIN 07062601) as Agriculture at the Indian Council for Research on International Economic
KOTAK MAHINDRA BANK
25-Aug-2021 AGM Management Independent Director for five years from 6 March For For Relations. He was also on the Central Board of Directors of the Reserve Bank of
LTD.
2021 India and National Bank for Agriculture and Rural Development. He is currently a
Member of the Tenth Audit Advisory Board of the Comptroller and Auditor
General of India. His appointment is in line with statutory requirements.
Q2
Reappoint Uday Chander Khanna (DIN 00079129) Uday Chander Khanna, 72, is former Chairperson of Bata India. He has served on
KOTAK MAHINDRA BANK
25-Aug-2021 AGM Management as Independent Director for three years from 16 For For the board of Kotak Bank for the past five years. His reappointment for a further
LTD.
September 2021 term of three years is in line with statutory requirements.
Q2
The bank periodically takes deposits from and provides other banking services to
Infina Finance Pvt. Ltd. , which is an associate company. In FY22, Kotak Mahindra
Bank expects the value of these deposits and other banking transactions (where the
KOTAK MAHINDRA BANK Approve material related party transactions with bank receives fees and charges such as custody / depository services, advisory
LTD. Infina Finance Pvt. Ltd. for FY22 services, issuing and paying agreement fees, shared services etc. From Infina
Finance) to exceed the materiality threshold of 10% of consolidated revenues. The
transactions are in the ordinary course of business of the bank and on an arm’s
length basis.
Q2
The bank’s transactions with Uday Kotak range from paying remuneration, taking
deposits, and other banking transactions that are in the ordinary course of business.
In FY22, Kotak Mahindra Bank expects the value of these deposits and other
banking transactions (where the bank receives fees and charges such as custody /
KOTAK MAHINDRA BANK Approve material related party transactions with depository services, advisory services, issuing and paying agreement fees, shared
LTD. Promoter, MD & CEO Uday S. Kotak for FY22 services etc. From Uday Kotak) to exceed the materiality threshold of 10% of
consolidated revenues. These transactions are over and above the remuneration paid
by the bank to Uday Kotak, which has been approved by the shareholders and the
Reserve Bank of India. The transactions are in the ordinary course of business of
the bank and on an arm’s length basis.
Q2
The debt raised will be within the overall borrowing limits of Rs. 600. 0 bn. The
total capital adequacy ratio of the bank on 31 March 2021 was 22. 3% with a Tier-1
capital adequacy ratio of 22. 1%. The bank’s debt is rated CRISIL
KOTAK MAHINDRA BANK To approve private placement of debentures/bonds
25-Aug-2021 AGM Management For For AAA/Stable/CRISIL A1+, ICRA AAA/Stable and Ind AAA/Stable/IND A1+,
LTD. or other debt securities upto Rs. 50 bn
which denote highest degree of safety regarding timely servicing of financial
obligations. Debt levels in a bank are typically reined in by the regulatory
requirement of maintaining a slated minimum capital adequacy ratio.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
RBI in its April 2021 Guidelines on Appointment of Directors and Constitution of

Committees of the Board allowed banks to pay its Non-Executive Directors
Payment of compensation in the form of fixed (including Independent Director and excluding the Chairperson) a fixed
KOTAK MAHINDRA BANK remuneration to Non-Executive Directors (other remuneration of Rs. 2. 0 mn doubled from profit related commission of upto Rs 1. 0
LTD. than part-time Chairman) upto Rs. 2.0 mn for five mn as approved in June 2015. Following this, Kotak Bank proposes to increase the
years from FY22 remuneration paid to its non-executive directors to Rs 2. 0 mn. NEDs will be paid
fixed remuneration in accordance with the proposed resolution (if approved) from
April 22 onwards for a period of five years.
Q2
Jay Kotak, 31 is the son of Uday Kotak – Promoter, MD & CEO of Kotak Bank.
He completed his bachelor’s in arts (History) from Columbia University, New York
in 2011 and his MBA from Harvard Business School, Boston in 2017. He had a
work experience of five years within the Kotak Group and outside before he joined
the bank in November 2019 as Executive Assistant to the President – Consumer
Bank. Jay Kotak is currently designated as Vice President at Grade M7 and is
responsible for the transformation of the 811 product. His total remuneration
Approve payment of remuneration upto Rs. 6.0 mn (including variable pay, benefits, perquisites, allowances and facilities as per the
KOTAK MAHINDRA BANK
25-Aug-2021 AGM Management to Jay Kotak, son of MD & CEO Uday Kotak, who For For policy) for FY21 was Rs 3. 0 mn. Jay Kotak’s fixed remuneration from 1 April
LTD.
holds an office or place of profit 2021, is Rs 2. 8 mn p. A. And in addition to the fixed remuneration, he is also
entitled to variable pay. The bank seeks shareholder approval for payment of
remuneration up to a maximum of Rs 6. 0 mn p. A. (including variable pay together
with other benefits, perquisites, allowances and facilities, as applicable / payable to
employees occupying similar position), which ceiling is not expected to be reached
earlier than 1 April 2025. The bank has also provided a benchmark on remuneration
paid to his peers in the organization, which is at par with the remuneration being
proposed for Jay Kotak.
Q2
25-Aug-2021 VARROC ENGINEERING LTD. AGM Management For For
in respect of litigation relating to alleged patent infringements. In management’s
view, the matter is technical and needs extensive evaluation and hence it is not
possible to determine the potential outcome of this matter. Based on a legal opinion
Adoption of consolidated financial statements for obtained, the group believes that it has grounds to defend against the said allegation
the year ended 31 March 2021 and accordingly no provision has been considered in respect of this matter as on 31
March 2021 in the consolidated financial statements: the auditors’ opinion is not
qualified in respect of this matter. Based on the auditors’ report, which is
Q2
Reappoint Arjun Jain (DIN: 07228175) as Director,
25-Aug-2021 VARROC ENGINEERING LTD. AGM Management For For His reappointment meets all statutory requirements.
Q2 liable to retire by rotation
Approve remuneration of Tarang Jain, Chairperson

25-Aug-2021 VARROC ENGINEERING LTD. AGM Management and Managing Director, for two years from 6 For For The proposed remuneration is reasonable for the size and complexity of business.
February 2021 as minimum remuneration
Q2
Approve revision in remuneration of Arjun Jain,
25-Aug-2021 VARROC ENGINEERING LTD. AGM Management Whole-time Director from 1 April 2021 till 6 For For The proposed remuneration is reasonable for the size and complexity of business.
Q2 August 2023 as minimum remuneration
The commission will be in addition to sitting fees payable to the directors for
Approve commission to Non-Executive Directors attending board or committee meetings. The amount of commission to be paid to
25-Aug-2021 VARROC ENGINEERING LTD. AGM Management not exceeding 1% of net profits upto an aggregate For For non-executive directors is in line with market practices and commensurate with the
of Rs. 15.0 mn for five years from 1 April 2022 size and scale of operations. The company has capped the aggregate commission to
all non-executive directors at Rs. 15. 0 mn.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
With the amalgamation of a wholly owned subsidiary, the company’s authorized
share capital increased by Rs. 4. 5 mn, divided into 450,000 shares of Rs. 10 each.
Reclassify authorized share capital and consequent
25-Aug-2021 VARROC ENGINEERING LTD. AGM Management For For The company proposes to reclassify this share capital into 4. 5 mn shares of Re. 1
change to Memorandum of Association
each. The reclassification of authorized share capital is not prejudicial to the rights
Q2 of minority shareholders.
Approve remuneration of Rs. 600,000 to S. R. The proposed remuneration to cost auditor is reasonable for the size and complexity
Q2 Bhargave & Co. as cost auditors for FY22 of business.
Approve issuance of non-convertible debentures on

25-Aug-2021 VARROC ENGINEERING LTD. AGM Management For For The issuance will be within the overall borrowing limit of the company.
a private placement basis up to Rs. 5.0 bn
Q2
25-Aug-2021 CIPLA LTD. AGM Management For For
Declare final dividend of Rs. 5.0 per equity share of The total dividend outflow for FY21 is Rs. 4. 0 bn. The dividend payout ratio is 16.
Q2 face value Rs. 2.0 each 3% on a standalone basis.
The company proposes to reappoint Walker Chandiok & Co LLP for another period
of five years from FY22, which will complete their tenure of ten years as per
provisions of Section 139 of Companies Act 2013. Their reappointment is in line
Reappoint Walker Chandiok & Co LLP as statutory with statutory requirements. During FY21, audit fee was Rs. 15. 6 mn (excluding
25-Aug-2021 CIPLA LTD. AGM Management auditors for a period of five years from FY22 and For For taxes, fees for other service and reimbursement of out of pocket expenses of Rs. 11.
fix their remuneration at Rs. 15.6 mn for FY22 9 mn) on a standalone basis. They will be paid fees of Rs. 15. 6 mn plus applicable
taxes, and reimbursement of reasonable out of pocket expenses for FY22. The
Q2
M K Hamied, 80, is part of the promoter Non-Executive Vice-Chairperson of Cipla.
Reappoint M K Hamied (DIN: 00029084) as Non- He attended all eight board meetings in FY21. Amendments in SEBI’s LODR
Executive Non-Independent Director, liable to retire require directors having attained the age of 75 to be reapproved by shareholders
by rotation, and approve his continuation since he through a special resolution. M K Hamied is 80 years old: we do not consider age to
has attained 75 years of age be a criterion for board memberships. He retires by rotation and his reappointment
and continuation is in line with all statutory requirements.
Q2
Robert Stewart, 54, is the CEO of Theramex Ltd, a global specialty pharmaceutical
Appoint Robert Stewart (DIN: 03515778) as company. He has over 34 years of experience in the biopharmaceutical industry
25-Aug-2021 CIPLA LTD. AGM Management Independent Director for a period of five years For For having worked with leading companies such as Roche, Abbott, Watson / Actavis /
w.e.f. 14 May 2021 Allergan, Amneal and Theramex. His appointment is in line with statutory
Q2 requirements.
P R Ramesh, 66, is a qualified chartered accountant and retied as Director from

Deloitte & Touche Assurance & Enterprise Risk Services India Private Limited in
Appoint P R Ramesh (DIN: 01915274) as March 2020. In the past, he was served as a member of Deloitte Global Board and
25-Aug-2021 CIPLA LTD. AGM Management Independent Director for a period of five years For For Deloitte Asia Pacific Board and has over 40 years of experience serving clients of
w.e.f. 1 July 2021 various sectors like manufacturing, banking and financial services, technology,
media, telecommunications, energy, resources, and consumer business sectors. His
Q2
Umang Vohra was paid a remuneration of Rs. 120. 7 mn which represents 422x the
median employee remuneration. His estimated FY22 remuneration at Rs. 203. 8 mn
Reappoint Umang Vohra (DIN: 02296740) as
is in line with the remuneration paid to peers and has been aligned to company
Managing Director and Global CEO for a period of
25-Aug-2021 CIPLA LTD. AGM Management For For performance over the past five years. Further, he is a professional whose market
five years from 1 April 2021 and fix his
skills are valued. His variable pay and stock option value has been capped in
remuneration
absolute amounts and the company has disclosed performance metrics that
determine his variable pay.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ratify remuneration of Rs.1.17 mn payable to D H The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Zaveri, as cost auditors for FY22 reasonable compared to the size and scale of operations.
ENDURANCE Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
TECHNOLOGIES LTD statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
ENDURANCE Approve dividend of Rs. 6.0 per equity share of face The total dividend outflow for FY21 is Rs. 844. 0 mn and the dividend payout ratio
Q2 TECHNOLOGIES LTD value Rs. 10.0 each for FY21 is 21. 5%.
Ramesh Gehaney, 61, is Executive Director and Chief Operating Officer of the
ENDURANCE Reappoint Ramesh Gehaney (DIN 02697676) as
25-Aug-2021 AGM Management For For company. He attended 100% (4 out of 4) board meetings in FY21. He is liable to
TECHNOLOGIES LTD Director, liable to retire by rotation
retire by rotation and his reappointment meets all statutory requirements.
Q2
ENDURANCE Approve remuneration of Rs. 400,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 TECHNOLOGIES LTD Jayant B. Galande, cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
Approve revision in remuneration to Rohan Jain
ENDURANCE (son of Managing Director) from 1 April 2021 in an The total remuneration proposed is reasonable compared to the size and scale of the
TECHNOLOGIES LTD office of profit as General Manager – Products and company’s operations.
Q2 Strategy
Anant Talaulicar, 60, is the former Managing Director of Cummins Group in India
Appoint Anant Talaulicar (DIN 00031051) as an and has more than three decades of experience serving in leadership roles in
ENDURANCE
25-Aug-2021 AGM Management Independent Director for five years from 12 July For For Cummins group. We note that he is on the board of seven listed companies
TECHNOLOGIES LTD
2021 to 11 July 2026 (including Endurance Technologies Limited). His appointment as an Independent
Q2 Director meets all statutory requirements.
We have relied upon the auditors’ report, which has an emphasis on matter
highlighting the treatment of goodwill arising from Elitecore Technologies Private
Limited ('ETPL'), which has been merged with the company with the appointed
date of 29 September 2015. Goodwill was being amortised over five years, as per
STERLITE TECHNOLOGIES Adoption of standalone and consolidated financial the scheme of amalgamation. Ind-AS does not allow amortisation of goodwill,
LTD statements for the year ended 31 March 2021 which amounted to Rs 146. 5 mn (31 March 2020: Rs. 296. 4 mn) for the year. The
goodwill attributable to ETPL has been completely amortised in FY21, in
accordance with the accounting treatment prescribed under the scheme of
amalgamation approved by Gujarat High Court. The auditors’ opinion is not
modified in respect of this matter.
Q2
Sterlite Technologies Limited (Sterlite Tech) has paid final dividend of Rs. 2. 0 per
STERLITE TECHNOLOGIES Declare final dividend of Rs. 2.0 per equity share equity share of face value Rs. 2. 0 for FY21. The total dividend outflow is Rs. 793.
LTD (face value Rs.2) for FY21 3 mn. The dividend payout ratio is 32. 6% of standalone PAT and 29. 9% of
Q2 consolidated PAT.
Reappoint Anil Kumar Agarwal (DIN: 00010883) Appointment is inline. The Chairman is available for the Board and Management to
STERLITE TECHNOLOGIES
26-Aug-2021 AGM Management as a Non-Executive Non-Independent Director, For For provide strategic direction. The Management has frequent reviews with the
LTD
liable to retire by rotation Chairman.
Q2
Appoint S Madhavan (DIN: 06451889) as an S Madhavan, 64, is Former Senior Partner, PricewaterhouseCoopers. He is a
26-Aug-2021 AGM Management Independent Director for five years w.e.f. 20 For For Chartered Accountant and holds an MBA degree from IIM Ahmedabad. His
LTD
January 2021 appointment as Independent Director is in line with the statutory requirements.
Q2
B J Arun, 58, is currently Vice Chairperson, TiE Global, a non-profit company that
Appoint B J Arun (DIN: 02497125) as an supports start-ups. He is Founder, California Digital, providing high-performance
26-Aug-2021 AGM Management Independent Director for five years w.e.f. 20 For For computing solutions and is Former CEO of July Systems, a mobile management
LTD
January 2021 platform. He has founded and led multiple successful ventures in Silicon Valley.
His appointment as an Independent Director is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ankit Agarwal, 37, is the son of Pravin Agarwal, Vice Chairperson & Whole-time
Director. This is a standard resolution for appointment of Whole Time Director
Appoint Ankit Agarwal (DIN: 03344202) as a (similar to the one that was taken for Mr. Agarwal and Dr. Anand in the last AGM).
STERLITE TECHNOLOGIES Whole-Time Director, liable to retire by rotation, for Ankit's appointment is proposed for 5 years (Jan 21 to Jan 26) and this shareholders'
LTD five years w.e.f. 20 January 2021 and fix his resolution is an enabling approval considering the horizon of 5 years. Ankit's
remuneration as minimum remuneration current remuneration (fixed, variable and allowances) is approx. Rs. 4 - 4. 5 Cr. The
NRC while approving the salary considers all aspects [Company performance,
Growth, Benchmarking etc. ].
Q2
STERLITE TECHNOLOGIES Approve remuneration of Rs. 90,000 for Kiran Naik The total remuneration proposed is reasonable compared to the size and scale of the
Q2 LTD as cost auditor for FY22 company’s operations.
This is a standard enabling resolution sought from the Shareholders giving authority
to the Board to decide on potential divestments in Material Subsidiaries. At present,
no specific transaction is identified and hence specific details are not mentioned.
Empower the board to sell/transfer/disposal of Considering the dynamic nature of business and for a potential transaction of
26-Aug-2021 AGM Management assets of subsidiaries or disposal of investment in For For similar nature in future, it will be important for the Board to have the authorisation
LTD
subsidiaries from the shareholders to consider such proposals. In any event, as per SEBI LODR
requirements, the Company has an obligation to inform the Stock Exchanges and
Shareholders about the specific details of any material transactions when the
definitive documents are executed.
Q2
The issue of securities will be governed by the SEBI (ICDR) Regulations and will
result in a dilution of around ~7. 8% for existing shareholders, at current market
STERLITE TECHNOLOGIES Issue equity or equity linked securities upto Rs. 10.0
26-Aug-2021 AGM Management For For prices. The company has stated that the capital infusion will help in growth of the
LTD bn
company. The company has, in the earnings call of Q4 and FY21, announced
Q2 capital expenditure of Rs 4. 5-5. 5 bn in FY22.
26-Aug-2021 3M INDIA LTD. AGM Management For For
Reappoint Jongho Lee (DIN: 06720950) as a Non- Jongho Lee, 57, is the Finance Director (Asia) of 3M Company, USA. He was
26-Aug-2021 3M INDIA LTD. AGM Management Executive Non-Independent Director, liable to retire For For appointed to the board of the company in May 2017. He has attended all the board
by rotation meetings held in FY21. His reappointment is in line with the statutory requirements.
Q2
The company proposes to reappoint BSR & Co LLP as statutory auditor of the
company from the conclusion of the FY21 AGM. Their reappointment is in line
with statutory requirements. The audit fee proposed for FY22 is Rs 11. 7 mn
(without considering the ongoing merger of the wholly owned subsidiary, 3M E&C,
Reappoint BSR & Co. LLP as statutory auditors for with the company) or Rs. 12. 2 mn (considering the merger of the wholly owned
26-Aug-2021 3M INDIA LTD. AGM Management five years starting from the conclusion of the FY21 For For subsidiary, 3M E&C, with the company). The fees for services such as limited
AGM and fix their remuneration review, statutory certifications and other professional work will be in addition to the
audit fee and will be decided by the management in consultation with the auditors.
BSR & Co. Were paid an audit fee of Rs 11. 00 mn for FY21. The proposed
remuneration is reasonable compared to the size and scale of the company’s
operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
In the last five years years, the company paid commission to independent directors
ranging from Rs. 4. 3 mn to 5. 4 mn, which is 0. 1% to 0. 3% of standalone PBT
each year. The proposed commission to independent directors is reasonable and in-
line with market practices. However, the company must consider setting a cap in
Approve payment of commission to Non-Executive absolute terms on the commission payable. Further, we understand that since the
26-Aug-2021 3M INDIA LTD. AGM Management Independent Directors upto 1% of the net profits for For For resolution is proposed as a special resolution, the company can pay remuneration to
five years from 1 April 2021 a single Non-Executive Director exceeding 50% of the total remuneration to all
Non-Executive Directors. However, in such a case we expect the company to seek
annual approval as required under SEBI regulations. The company has clarified that
at this stage it does not intend to pay to any one Non-Executive Director more than
50% of total remuneration to all Non-Executive Directors.
Q2
Ratify remuneration of Rs. 475,000 for Rao, Murthy The total remuneration proposed is reasonable compared to the size and scale of the
& Associates as cost auditors for FY22 company’s operations.
Q2
26-Aug-2021 RELAXO FOOTWEARS LTD. AGM Management For For
Declare final dividend of Rs. 2.5 per equity share The total dividend for FY21 is Rs. 2. 5 per share, total dividend outflow is Rs. 621.
Q2 (face value Re 1.0) for FY21 1 mn, and dividend payout ratio is 21. 3%.
Ramesh Kumar Dua, 67, is the Promoter and Managing Director of Relaxo
Footwear Limited. He has been on the board since September 1984. He has
Reappoint Ramesh Kumar Dua, Managing Director
attended all the board meetings in FY21 and retires by rotation. His reappointment
26-Aug-2021 RELAXO FOOTWEARS LTD. AGM Management (DIN: 00157872) as Director, liable to retire by For For
meets all statutory requirements. We raise concerns over the high remuneration (Rs.
rotation
204. 2 mn in FY21) drawn by Ramesh Kumar Dua as Chairperson and Managing
Q2 Director.
Mukand Lal Dua, 72, is the Promoter and Whole-Time Director. He has been on
Reappoint Mukand Lal Dua, Whole Time Director the board since September 1984. He has attended 4 of 5 board meetings in FY21
26-Aug-2021 RELAXO FOOTWEARS LTD. AGM Management (DIN: 00157898) as Director, liable to retire by For For and retires by rotation. His reappointment meets all statutory requirements. We raise
rotation concerns over the high remuneration (Rs. 204. 2 mn in FY21) drawn by Mukand
Q2 Lal Dua as Whole-Time Director.
Deval Ganguly, 62, is Whole-Time Director of Relaxo Footwear Limited and has
been on the board since November 2012. During FY21, he was paid a remuneration
of Rs. 13. 6 mn (inclusive of fair value of options granted to him in FY18). His
Reappoint Deval Ganguly (DIN: 00152585) as
proposed remuneration is estimated at Rs. 18. 6 mn. Given he is a professional, his
Whole-time Director for three years from 5
26-Aug-2021 RELAXO FOOTWEARS LTD. AGM Management For For long association with the company of over 40 years and compared to peers, his
November 2021 and fix remuneration as minimum
remuneration is low. The company must consider disclosing the basis of paying
remuneration
variable pay namely performance incentive in the past – that is, Deval Ganguly’s
performance vis-à-vis benchmarks, the performance metrics that determine variable
pay and the quantum of proposed grants under the company’s stock option scheme.
Q2
Compared to existing provision which states that all the vested options upto the date
of such retirement may be exercised within 3 months from the last working day of
Approve amendment to clause 7.2 (b) (2) of the the option grantee in the company, the amendments provide flexibility for
RFL ESOP PLAN-2014 exercising the option upto the first exercise window after the date of retirement
from the company. The ESOPs are being granted at market price and the
amendment is not detrimental to the interest of the shareholders.
Q2
26-Aug-2021 GLAND PHARMA LTD. AGM Management For For
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Srinivas Sadu is the MD & CEO of the company. He attended all ten board
Reappoint Srinivas Sadu (DIN: 06900659) as
26-Aug-2021 GLAND PHARMA LTD. AGM Management For For meetings in FY21. He retires by rotation and his reappointment is in line with
Li Dongming, promoter nominee director, is Co-President of Shanghai Fosun
Reappoint Li Dongming (DIN: 08047543) as Non-
Pharmaceutical Co. Ltd. He attended nine out of ten (90%) board meetings in
26-Aug-2021 GLAND PHARMA LTD. AGM Management Executive Non-Independent Director, liable to retire For For
by rotation
Q2 requirements.
Ms. Naina Lal Kidwai is currently the Chairperson of Advent Private Equity India
Appoint Ms. Naina Lal Kidwai (DIN 00017806) as Advisory Board and has in the past been the President of the Federation of Indian
26-Aug-2021 GLAND PHARMA LTD. AGM Management Independent Director for a period of five years from For For Chambers of Commerce and Industry (FICCI). She retired as Executive Director on
17 May 2021 the board of HSBC Asia Pacific and Chairman of HSBC India. Her appointment as
Independent Director is in line with all statutory requirements.
Q2
Dr. Jia Ai Zhang, promoter nominee, is a scientist with about 30 years of
experience in Pharmaceutical Research & Development with over 21 patent
Appoint Dr. Jia Ai Zhang (DIN: 09170927) as Non- applications and invention disclosures, and over 40 publications and abstracts in
26-Aug-2021 GLAND PHARMA LTD. AGM Management Executive Non-Independent Director from 17 May For For peer reviewed journals. He is currently Senior Vice President with Shanghai Fosun
2021, liable to retire by rotation Pharma Development Co, Ltd. And Executive President, Global R&D Center. He
will be liable to retire by rotation and his appointment is in line with all statutory
Q2 requirements.
Udo Johannes Vetter is the Chairperson of the Vetter Pharma Group. He has been
Non-Executive Non-Independent Director on the board since 1996. Udo Johannes
Vetter along with his family and associates had been shareholders in the company
since 1996 until Fosun Pharma’s acquisition of majority stake in the company in
October 2017. Following this, he became a nominee director of the Penmetsa
Appoint Udo Johannes Vetter (DIN 00707474) as family, erstwhile promoters of the company. Subsequent to Gland Pharma’s IPO in
26-Aug-2021 GLAND PHARMA LTD. AGM Management Independent Director for a period of five years from For For November 2020, he ceased to be a nominee of the erstwhile promoters as their
21 July 2021 shareholding fell from ~20% to ~11%. He continued to be Non-Executive Non-
Independent Director on the board since then. The company now proposes to
change his directorship to an independent director. Given his extensive experience
in the pharma industry, we believe the company will benefit from him continuing on
the board. We consider his overall tenure to be four years, from his date of
association with the new promoters.
Q2
Ms. Naina Lal Kidwai is being appointed as Independent Director on the board w.
E. F. 17 May 2021. The company proposes to pay her a commission of upto 0. 25%
Approve payment of commission to Ms. Naina Lal of net profits, subject to a maximum of Rs. 10. 0 mn p. A. In addition to sitting fees.
Kidwai, Independent Director, not exceeding 0.25% The company has not provided clarity on the rationale for the higher commission
of net profits upto Rs. 10 mn per annum for three proposed to be paid to Ms. Naina Lal Kidwai compared to other independent
years from FY22 directors. Notwithstanding, the commission of 0. 25% of profits is reasonable.
Further, the company has capped the absolute amount of commission payable to her
which is a good practice.
Q2
Essaji Vahanvati was appointed as Independent Director on the board w. E. F. 30
Approve payment of commission to Essaji September 2020. The company proposes to pay him a commission of upto 0. 1% of
Vahanvati, Independent Director, not exceeding net profits, subject to a maximum of Rs. 2. 5 mn p. A. In addition to sitting fees.
0.1% of net profits upto Rs. 2.5 mn per annum for The proposed commission of 0. 1% of profits is reasonable. Further, the company
three years from FY22 has capped the absolute amount of commission payable to him which is a good
Q2 practice.
Udo Johannes Vetter has been Non-Executive Non-Independent Director on the

Approve payment of commission to Udo Johannes board, is being appointed as Independent Director on the board w. E. F. 21 July
Vetter, Independent Director, not exceeding 0.1% 2021. The company proposes to pay him a commission of upto 0. 1% of net profits,
of net profits upto Rs. 2.5 mn per annum for three subject to a maximum of Rs. 2. 5 mn p. A. In addition to sitting fees. The proposed
years from FY22 commission of 0. 1% of profits is reasonable. Further, the company has capped the
absolute amount of commission payable to him which is a good practice.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
C S N Murthy has been an Independent Director on the board since November

Approve revision in commission payable to C S N 2018. In November 2019, shareholders had approved the payment of commission of
Murthy, Independent Director, not exceeding 0.1% upto 0. 1% of net profits, subject to a maximum of USD 20,000 p. A. In addition to
26-Aug-2021 GLAND PHARMA LTD. AGM Management of net profits upto Rs. 2.5 mn per annum starting For For sitting fees. The company now proposes to increase the limit to Rs. 2. 5 mn p. A.
from FY22 till the remainder of his tenure upto 19 The proposed revision is in line with that being proposed to other independent
November 2023 directors. Further, the company has capped the absolute amount of commission
payable to him which is a good practice.
Q2
26-Aug-2021 IRB INVIT FUND AGM Management For For
S Sundararaman is registered with the Insolvency and Bankruptcy Board of India
Adoption of valuation report for the year ended 31 (IBBI) as registered valuer. The valuation report is prepared in compliance with
March 2021, issued by S Sundararaman, the Valuer SEBI InvIT Regulations and the valuer has confirmed that the valuation of InvIT
Q2 Asset is carried out on a fair and unbiased basis.
S Sundararaman is Partner at Haribhakti & Co. LLP for the past ten years. Baker
Appoint S Sundararaman and Baker Tilly DHC Tilly DHC Business Private Limited will render similar services in a professional
Business Private Limited as valuer for FY22 capacity and shall issue a review report on the valuation report prepared by the
Registered Valuer. Their appointment is in line with regulations.
Q2
Adoption of financial statements, report of board of We have relied upon the auditors’ report, which has not raised concerns on the
26-Aug-2021 AGM Management directors and auditors for the year ended 31 March For For financial statements. Based on the auditors’ report, which is unqualified, the
SERVICES LTD.
2021 financial statements are in accordance with generally accepted accounting policies.
Q2
The Comptroller & Auditor General of India (C&AG) appoints the statutory
auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is
required to authorize the board to fix the remuneration of statutory auditors at
appropriate level. No details are available for statutory auditors appointed by the
Authorise the board to fix remuneration of statutory
SBI CARDS AND PAYMENT C&AG for FY22. In FY20 and FY21, S. Ramanand Aiyar & Co. , the statutory
26-Aug-2021 AGM Management auditors appointed by the Comptroller and Auditor For For
SERVICES LTD. auditors were paid audit fee of Rs. 5. 4 mn (includes certain IPO related
General of India for FY22
certifications) and Rs 4. 9 mn respectively, which is reasonable and not materially
significant considering the size of the company. The company has neither disclosed
the names of the auditor proposed to be appointed or a range in which the audit fee
shall be.
Q2
Shriniwas Yeshwant Joshi, 64, is a Chartered Accountant in practice over past 40
years and is also a member of Institute of Company Secretaries of India since 1980.
Appoint Shriniwas Yeshwant Joshi (DIN He is a partner at CVK & Associates, Chartered Accountants, Mumbai. He is a
26-Aug-2021 AGM Management 05189697) as Independent Director for three years For For member of the Central Council in the second term of the Institute of Chartered
SERVICES LTD.
from 4 December 2020 Accountants of India (ICAI), for the period 2019 -2022. He has held positions as
Chairman and Secretary of Regional Council Member of Western India Regional
Council (WIRC) of ICAI.
Q2
26-Aug-2021 INDUSIND BANK LTD. AGM Management For For
Q2
Declare final dividend of Rs. 5.0 per equity share Total dividend outflow aggregates to Rs. 3. 9 bn. Dividend payout is 13. 6% of
Q2 (face value: Rs. 10.0) for FY21 Standalone PAT.
Arun Tiwari, 64, is the Chairperson of the board. He was the Chairperson and
Reappoint Arun Tiwari (DIN: 07205838) as Non-
Managing Director of Union Bank of India from December 2013 to June 2017. He
26-Aug-2021 INDUSIND BANK LTD. AGM Management Executive Non-Independent Director liable to retire For For
has attended all board meetings held in FY21. He retires by rotation; his
by rotation
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company proposes to reappoint Haribhakti & Co. LLP as Joint statutory
auditors for a further term of one year, in line with the 27 April 2021 RBI
Reappoint Haribhakti & Co. LLP as Joint Statutory Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory
Auditors for one year from the conclusion of FY21 Auditors (SAs) of Commercial Banks, that the bank needs to appoint a minimum of
AGM and fix aggregate remuneration for both joint two joint statutory auditors. Haribhakti & Co. Have been the statutory auditors of
auditors at Rs. 24 mn the bank since FY20. The joint statutory auditors shall be paid overall audit fees of
Rs 24. 0 mn plus reimbursement of out of pocket expenses. The proposed
remuneration is reasonable compared to the size of the bank.
Q2
appoint a minimum of two joint statutory auditors. Therefore, IndusInd Bank
proposes to appoint M. P. Chitale as joint statutory auditors for three years to the
Appoint M. P. Chitale Co. as Joint Statutory
approval of the RBI for each year during this tenure. The joint statutory auditors
Auditors for three years from the conclusion of
26-Aug-2021 INDUSIND BANK LTD. AGM Management For For shall be paid overall audit fees of Rs 24. 0 mn plus reimbursement of out of pocket
FY21 AGM and fix aggregate remuneration for
expenses. The proposed remuneration is reasonable compared to the size of the
both joint auditors at Rs. 24 mn
bank. We note that Uday Chitale, who was a senior partner till 30 June 2021 and
now mentor and advisor at M P Chitale & Co, is an Independent Director on the
board of ICICI Bank, a direct competitor to IndusInd Bank, and on ICICI General
Insurance Company Limited.
Q2
Jayant Deshmukh, 63, has worked as licensing and regulatory authority for
Appoint Jayant Deshmukh (DIN: 08697679) as production and marketing of Agriculture inputs in Maharashtra State. He has been
26-Aug-2021 INDUSIND BANK LTD. AGM Management Independent Director for four years from 24 July For For involved in other implementation and development activities in the agriculture
2021 sector. He has an M. Sc. In Agriculture. His appointment is in line with statutory
Q2 requirements.

Approve payment of compensation to each non- remuneration of Rs. 2. 0 mn doubled from profit related commission of up to Rs 1.
executive director of the bank (excluding the non- 0 mn as approved in June 2015. Following this, IndusInd Bank proposes to increase
26-Aug-2021 INDUSIND BANK LTD. AGM Management executive part-time chairperson) by way of fixed For For the remuneration paid to its non-executive directors. NEDs will be paid fixed
remuneration not exceeding Rs. 2.0 mn per annum remuneration in accordance with the proposed resolution (if approved) from 1 April
from FY22 21 onwards. We raise a concern that the resolution is in perpetuity but note that the
amount of remuneration is regulated by the RBI and has an upper cap of Rs 2. 0
mn. The bank must approach shareholders periodically for approval to pay
commission to non-executive directors.
Q2
As on 31 March 2021, the bank’s Capital Adequacy Ratio (CRAR) and Tier I ratio
stood at 17. 4% and 16. 8% respectively. In order to augment the long-term
resources of the bank, to maintain sufficient liquidity in the uncertain economic
environment driven by the outbreak of the COVID-19 pandemic, to finance organic
and/or inorganic growth and business opportunities that may arise in the future, the
Bank proposes to raise funds up to of Rs 100. 0 bn. At current market prices, the
26-Aug-2021 INDUSIND BANK LTD. AGM Management Approve issue of securities up to Rs. 100.0 bn For For
Bank will have to issue ~ 97. 2 mn shares to raise the entire amount of Rs 100. 0
bn, representing an approximate dilution of 11. 2% on the expanded capital base.
The capital will be used to support the bank’s future growth, augment its capital
base, strengthen its balance sheet, to assist the bank in dealing with contingencies or
financing business opportunities, while ensuring that its capital adequacy is within
regulatory norms.
Q2
The Authorized Share Capital of the bank was increased to Rs. 7. 0 bn from Rs. 6. 0
Approve increase in authorized share capital to Rs. bn in the 2015 AGM. In 2019, pursuant to the merger of erstwhile Bharat Financial
10.0 bn from Rs. 8.57 bn and consequent Inclusion Limited with the Bank, the authorized capital got enhanced to Rs. 8. 6 bn.
amendments to the Memorandum of Association As on 30 June 2021, the issued capital of the bank is Rs. 7. 7 bn and the headroom
(MoA) and the Articles of Association (AoA) available for further capital augmentation is under 10%. The increase in authorized
share capital will provide the bank sufficient headroom to raise capital.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The issue of debt instruments would be within the overall borrowing limits of the
bank. The bank’s overall capital adequacy ratio of 17. 4% is higher than RBI’s
minimum requirement. Further, the bank’s debt is rated CRISIL AA/Stable/CRISIL
Approve issuance of debt securities up to Rs. 200.0
26-Aug-2021 INDUSIND BANK LTD. AGM Management For For A1+ and IND AA/Stable/IND A1+ which indicates high degree of safety regarding
bn on a private placement basis
timely servicing of financial obligations. The debt issuances are unlikely to
materially impact the bank’s overall credit quality. Capital structure of banks is
reined in by RBI’s capital adequacy requirements.
Q2
C C L PRODUCTS (INDIA) Adoption of standalone and consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
Q2
Confirm interim dividend of Rs. 2 per equity share
C C L PRODUCTS (INDIA) The aggregate dividend for FY21 is Rs. 4 per equity share. The dividend outflow
26-Aug-2021 AGM Management and approve final dividend of Rs 2 per equity share For For
LTD. for FY21 will be Rs 532. 1 mn and the payout ratio is 33. 5% of standalone PAT.
Q2 (face value Rs. 2 each)
Ms. Challa Shantha Prasad, 67, is part of the promoter family and Non-Executive
C C L PRODUCTS (INDIA) Reappoint Ms. Challa Shantha Prasad (DIN Non-Independent Director of the company. She attended 100% (4 out of 4) board
LTD. 00746477) as Director, liable to retire by rotation meetings in FY21. She is liable to retire by rotation and her reappointment meets all
K. K. Sarma, 71, is the former General Manager (Administration) of the company
C C L PRODUCTS (INDIA) Reappoint K. K. Sarma (DIN 06672873) as and a Non-Executive Non-Independent Director. He attended 100% (4 out of 4)
LTD. Director, liable to retire by rotation board meetings in FY21. He is liable to retire by rotation and his reappointment
C C L PRODUCTS (INDIA) Approve remuneration of Rs. 200,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
LTD. Kapardi & Associates, cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management For For
The company has proposed a final dividend of Rs. 3. 75 per equity share. The total
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management For For dividend outflow for FY21 is Rs. 441. 4 mn, while the dividend payout ratio is 12.
Q2 1%.
Vinita Singhania, 69, is Promoter, Vice Chairperson and Managing Director and
Reappoint Vinita Singhania (DIN: 00042983) as
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management For For has been on the board since August 1989. She attended all board meetings in FY21.
She retires by rotation and her reappointment is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 175,000 to R.J. Goel & The total remuneration proposed is reasonable compared to the size and scale of
Q2 Co., cost auditors for FY22 company’s operations.
Reappoint Vinita Singhania (DIN: 00042983), Vinita Singhania's remuneration is in line with remuneration of MDs of other
Managing Director for five years from 1 August cement companies like JK Cement, Ramco Cement and Dalmia Cement. Moreover,
2021, and fix her remuneration as minimum increase in remuneration over last 3 years are in fact lower than increase in net
Q2 remuneration profit of the company. Hence voting in favour.
Raghupati Singhania is Promoter, Managing Director and Chairperson of JK Tyre

& Industries Limited. Amendments in SEBI’s LODR require directors having
Continue directorship of Raghupati Singhania attained the age of 75 to be approved by shareholders through a special resolution.
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management (DIN:00036129) beyond the age of 75 years, as Non- For For In line with this regulatory change, Raghupati Singhania’s continuation on the
Executive Director board until his next retirement by rotation requires shareholder approval: he is 74
years old. We do not consider age to be an eligibility criterion for board
memberships. His continuation is in line with the statutory requirements.
Q2
The company proposes to substitute the current Articles of Association (AOA) with
a new AoA so as to align it with the provisions of the Companies Act, 2013. The
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management Adoption of a new set of Articles of Association For For current AOA dates to the time of the company’s incorporation and is based on the
provisions of the erstwhile Companies Act, 1956. The draft of the new AOA is
available for review on the website.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
UCWL is a 72. 54% listed subsidiary with an Integrated Cement Manufacturing

unit with a capacity of 1. 6 mtpa. It is undertaking a new Expansion Project of ~ Rs.
14. 0 bn for the setup of an additional 1. 50 mtpa clinker unit with waste heat
recovery system at its existing Plant in Udaipur and for the setting-up of additional
Approve related party transactions with Udaipur cement grinding units with capacity of 2. 50 mtpa. With this, UCWL’s total cement
Cement Works Limited (UCWL), a subsidiary, capacity is expected to increase to 4. 70 mtpa and JK Lakshmi’s cement capacity to
specific to transactions for its expansion project for 16. 4 mtpa. The proposed related party transactions relate to financial and other
four years from FY22 support, including by way of providing corporate guarantee and to also make
promoters’ contribution, as may be required in connection therewith. The company
has not ascribed a monetary value or cap to the transactions. However, given
UCWL is a listed subsidiary, the risk of financial leakages through these
transactions is negligible.
Q2
Reappoint Ms. Bhaswati Mukherjee (DIN: Ms. Bhaswati Mukherjee, 68, former Ambassador of India to the Netherlands has
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management 07173244) as Independent Director for five years For For been on the board since March 2019 and has attended all board meetings in FY21.
from 28 March 2022 Her reappointment is in line with statutory requirements.
Q2
Bharat Hari Singhania, 83, is Chairperson and Managing Director of JK Lakshmi
Cement Limited. He has been on the board since March 1994 and has attended all
Continue directorship of Bharat Hari Singhania board meetings of FY21. His term as Executive Chairperson and Managing
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management (DIN:00041156) as Non-Executive Non- For For Director ends on 30 September 2021. Post expiry of his term, the company is
Independent Director from 1 October 2021 seeking approval for his continuation on the board in a non-executive capacity as a
Non-Executive Non-Independent Director and Chairperson. His continuation is in
Q2
Company's proposal to increase commission to non-executive directors to 3% from
exiting 1% is in line with statutory ceiling of 11% for overall managerial
remuneration. AS per our engagement with the company and explanation received
from them, Mr. Singhania would continue to play a very pivotal role in the Strategy
direction in the Company as Shri Bharat Hari Singhania possesses deep knowledge
26-Aug-2021 J K LAKSHMI CEMENT LTD. AGM Management Directors for an amount not exceeding 3% of net For For
of Industry and multi-faceted experience in Strategy formulation and
profits, cumulatively, for each financial year
implementation, Setting up of Projects, Financial and business restructuring, Policy
planning and execution, corporate governance etc. The Company and the
Management will continue to benefit seamlessly from his association by leveraging
his vast experience, valuable knowledge and wisdom and deep understanding.
Q2
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management For For
Confirm three interim dividends of Rs. 1.25 per

The total dividend outflow during FY21 is Rs. 2. 3 bn. The dividend payout ratio
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management share, Rs. 1.25 per share and Rs. 1.50 per share For For
continues to remain low at 7. 5% (FY20: 9. 4%).
(face value of Re. 1.0 per equity share) for FY21
Q2
Dr. M. Sivakumaran, 78, is a whole-time director and has been on the board of the
Reappoint Dr. M. Sivakumaran (DIN: 01284320) company for the past 29 years. He attended 100% of the board meetings in FY21.
as Director, liable to retire by rotation He retires by rotation and his reappointment is in line with all statutory
Q2 requirements.
P. Sarath Chandra Reddy, 36, is part of the promoter family and a Whole time
Reappoint P. Sarath Chandra Reddy (DIN:
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management For For Director of the company. He attended 86% of the board meetings in FY21. He
retires by rotation and his reappointment is in line with all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
K. Nithyananda Reddy is part of the promoter family and the co-founder and Vice
Reappoint K. Nithyananda Reddy (DIN 01284195)
Chairperson of Aurobindo Pharma Limited. His FY21 pay at Rs. 23. 3 mn was 44x
as Whole-time Director and Vice Chairperson for a
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management For For the median employee remuneration. His estimated FY22 remuneration at Rs. 23. 7
period of three years from 1 June 2021 and fix his
mn is commensurate with the size and complexity of the business and is in line with
remuneration
Q2 peers.
N. Govindarajan, 53, joined the company as CEO (API and CRAMS) in October
2010 and subsequently took over as MD in June 2012. His FY21 remuneration at
Rs. 193. 9 mn was 317x the median employee remuneration and 3. 7x the
Reappoint N. Govindarajan (DIN 00050482) as
remuneration paid to M. Madan Mohan Reddy, the next highest paid executive
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management Managing Director for a period of three years from For For
director. His estimated FY22 remuneration at Rs. 195. 3 mn is higher than the
1 June 2021 and fix his remuneration
remuneration paid to peers. It has however been aligned to company performance
over the past five years. The company continues to provide a cap on the fixed and
the variable components to be paid to N. Govindarajan.
Q2
Dr. M Sivakumaran, 78, looks after research and development, new product
development and total quality management. His reappointment is being sought via
Reappoint Dr. M. Sivakumaran (DIN 01284320) as
special resolution given that he has crossed 70 years of age. M. Sivakumaran’s
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management Whole-time Director for a period of three years For For
FY21 pay at Rs. 23. 3 mn was 44x the median employee remuneration. His
from 1 June 2021 and fix his remuneration
estimated FY22 remuneration at Rs. 23. 7 mn is commensurate with the size and
complexity of the business and is in line with peers.
Q2
M. Madan Mohan Reddy, 61, has been associated with the company since 2006,
Reappoint M. Madan Mohan Reddy (DIN
prior to which he was the MD of Srichakra Remedies Limited. His FY21 pay at Rs.
01284266) as Whole-time Director for a period of
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management For For 52. 3 mn was 98x the median employee remuneration. His estimated FY22
three years from 1 June 2021 and fix his
remuneration at Rs. 53. 4 mn is commensurate with the size and complexity of the
remuneration
Q2 business and is in line with peers.
Girish Paman Vanvari, 49, Chartered Accountant, is the founder of Transaction

Appoint Girish Paman Vanvari (DIN: 07376482) as Square, a tax, regulatory and business advisory firm. Prior to this, he was National
26-Aug-2021 AUROBINDO PHARMA LTD. AGM Management Independent Director for a period of two years from For For Leader for Tax at KPMG India and also worked at Arthur Andersen for over a
5 November 2020 decade. He attended all three board meetings held in FY21 since his appointment.
His appointment is in line with all statutory requirements.
Q2
We have relied upon the auditors’ report, which has raised concerns on the ongoing
historical matters with respect to diversion of funds to entities affiliated to former
Chairperson Vijay Mallya, liquidation and sale of certain subsidiaries, excess
remuneration paid to Former ED & CFO in FY15, continued litigation with IDBI
26-Aug-2021 UNITED SPIRITS LTD. AGM Management For For bank and the difference in reporting to the relevant regulatory authorities of yields
statements for the year ended 31March 2021
of certain non-portable intermediates and associated process losses in the liquor
manufacturing process on the financial statements. Except for the above historical
issues, the auditors are of the opinion that the financial statements are prepared in
Q2
John Thomas Kennedy, 56, is a promoter representative on the board. He is
Reappoint John Thomas Kennedy (DIN: 07529946) currently designated as the President of Diageo Europe and India. He is a member
26-Aug-2021 UNITED SPIRITS LTD. AGM Management as a Non-Executive Non-Independent Director, For For of the Diageo Global executive team. He has attended 86% (6/7) of the board
liable to retire by rotation meetings in FY21. He retires by rotation and his reappointment is in line with the
Price Waterhouse & Co. , Chartered Accountants LLP were appointed as the
statutory auditors in the FY16 AGM, for five years. The company proposes to
reappoint them for another period of five years starting from the conclusion of the
Reappoint Price Waterhouse & Co, Chartered
FY21 AGM, which will complete their tenure of ten years as per provisions of
Accountants LLP as statutory auditors for five years
26-Aug-2021 UNITED SPIRITS LTD. AGM Management For For Section 139 of Companies Act 2013. The statutory auditors were paid Rs. 45. 0 mn
starting from FY22 and fix their remuneration at Rs.
(excluding taxes and reimbursement of actuals) in FY21 towards audit fees,
50.0 mn for FY22
quarterly reviews and other services on a standalone basis. The proposed
remuneration of Rs. 50. 0 mn (excluding taxes and reimbursement of actuals) for
FY22 is reasonable compared to the size and scale of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Hina Nagarajan, 56, has more than 30 years of experience in Consumer-
Packaged Goods business and she has held several senior marketing and general
management positions at Reckitt Benckiser (RB), Nestle India and Mary Kay India.
Before joining Diageo, she was Managing Director, China & Senior Vice President,
Appoint Ms. Hina Nagarajan (DIN: 00048506) as
26-Aug-2021 UNITED SPIRITS LTD. AGM Management For For North Asia with RB. She joined Diageo in 2018 and since then she was the
Director from 1 July 2021
Managing Director of Africa Regional Markets with Diageo Plc. Her appointment
as the Managing Director and CEO of United Spirits is in line with the statutory
requirements. While her position is not liable to retire by rotation, as an executive
director, her reappointment will require periodic shareholder approval.
Q2
We estimate Hina Nagarajan’s FY21 remuneration at Rs. 115. 3 mn. While it is
higher than industry peers, it is in line with the size, scale and complexity of
Appoint Hina Nagarajan (DIN:00048506) as
operations. Further, she is a professional, whose skills carry a market value. The
company must disclose the performance metrics that will determine her variable pay
26-Aug-2021 UNITED SPIRITS LTD. AGM Management five years from 1 July 2021 and fix her For For
and provide clarity on the nature of the incentive plans, including the quantum of
remuneration as minimum remuneration for three
stock-based pay that she is expected to receive over her tenure. We expect the
years from 1 July 2021
company to remain prudent and pay remuneration that is commensurate with the
performance as well as size of the industry.
Q2
V K Viswanathan, 70, is the former Chairperson of Bosch Ltd. He is also the
former president and country head of Bosch Group and served as MD & CEO of
Bosch Ltd. He is serving on the board since 17 October 2016. He has attended all
Reappoint V K Viswanathan (DIN: 01782934) as
seven board meetings in FY21. His reappointment as an Independent Director for a
an Independent Director for a second five-year term
26-Aug-2021 UNITED SPIRITS LTD. AGM Management For For five year is in line with statutory requirements. Amendments in SEBI’s LODR
from 17 October 2021 and approve his continuation
require directors having attained the age of 75 to be reapproved by shareholders
once he attains 75 years of age
through a special resolution. V K Viswanathan will attain the age of 75 years during
his proposed second term. We do not consider age to be an eligibility criterion for
board memberships.
Q2
Mahendra Kumar Sharma, 74 is former Vice Chairperson of Hindustan Unilever
Approve continuation of Mahendra Kumar Sharma Ltd. Amendments in SEBI’s LODR require directors having attained the age of 75
(DIN: 00327684) as an Independent Director till the to be reapproved by shareholders through a special resolution. Mahendra Kumar
26-Aug-2021 UNITED SPIRITS LTD. AGM Management For For
end of his term in 2024 after attaining the age of 75 Sharma will attain the age of 75 years before completing his current term in 2024.
years We do not consider age to be an eligibility criterion for board memberships. His
continuation is in line with statutory requirements.
Q2
The last five years, the company paid commission to non- Executive directors
Directors and Independent Directors upto 1% of the
aggregating Rs. 20. 0 mn to 21. 5 mn, ranging between 0. 2% to 0. 8% of the
26-Aug-2021 UNITED SPIRITS LTD. AGM Management net profits from FY22 onwards and upto Rs. 40.0 For For
standalone PBT. The proposed commission to non-executive directors is reasonable
mn in the event of no profits/inadequate profits for
and in line with market practices. This is approval for three years.
three years from 1 April 2021
Q2
We have relied upon the auditors’ report, which has raised emphasis of matter
regarding (i) uncertainty related to outcome of lawsuit filed by and against a
subsidiary (Brahmani Infratech Limited); (ii) uncertainty related to the outcome of
proceedings against a subsidiary, Nava Bharat Projects Limited, regarding the
NAVA BHARAT VENTURES Adoption of standalone and consolidated financial attachment of the equity shares invested in by such subsidiary company in a step-
LTD. statements for the year ended 31 March 2021 down subsidiary company, Nava Bharat Energy India Limited; (iii) impact of covid-
19 pandemic related issues in a subsidiary, Nava Bharat Energy India Limited. The
auditor’s opinion is not modified in respect of these matters. Except for these
matters, the auditors are of the opinion that the financial statements are prepared in
Q2
NAVA BHARAT VENTURES Approve dividend of Rs. 2.5 per equity share of face The total dividend outflow for FY21 is Rs. 362. 8 mn and the dividend payout ratio
Q2 LTD. value Rs. 2.0 each for FY21 is 23. 5%.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ashwin Devineni, 38, is CEO of the company and part of the promoter family. In
2019, he was reappointed as Managing Director of Nav Bharat (Singapore) Pte
NAVA BHARAT VENTURES Reappoint Ashwin Devineni (DIN 00007540) as
27-Aug-2021 AGM Management For For Limited, a wholly owned subsidiary from where he draws remuneration. He
LTD. Director, liable to retire by rotation
attended 100% (5 out of 5) board meetings in FY21. He is liable to retire by rotation
and his reappointment meets all statutory requirements.
Q2
Balasubramaniam Srikanth, 50, is an information technology entrepreneur with over
Appoint Balasubramaniam Srikanth (DIN:
NAVA BHARAT VENTURES 28 years of experience. He is the co-founder of Diksha Technologies Pvt. Ltd. , an
27-Aug-2021 AGM Management 00349821) as an Independent Director for two years For For
LTD. IT services firm. His appointment as an Independent Director meets all statutory
from 17 June 2021
Q2 requirements.
We estimate C V Durga Prasad’s remuneration at Rs. 30. 1 mn for FY22, which is

higher than peers but reasonable for the size and complexity of business. Further, he
Reappoint C V Durga Prasad as Director (Business is a professional and his skills and experience carry a market value. The NRC must
NAVA BHARAT VENTURES
27-Aug-2021 AGM Management Development) from 1 April 2021 to 30 June 2022 For For embed a component of variable pay in his remuneration structure which will help
LTD.
and fix his remuneration as minimum remuneration align his pay to company performance. The company should provide greater clarity
regarding his role in the organization and whether his role will change from being
functional to merely training the next level leaders.
Q2
Proposed remuneration for Mr. D Ashok is higher then peers in the context of size
Reappoint D Ashok as Executive Chairperson for and scale of the company's operations. Further, the co. Is facing cashflow issues at
NAVA BHARAT VENTURES
27-Aug-2021 AGM Management three years from 14 August 2021 and fix his For Against its key sub Mamba Colieries Ltd, leading to poor shareholder returns. We do not
LTD.
remuneration in excess of regulatory limits support payment of remuneration to promoter executives in excess of limits
prescribed under SEBI LODR at currenct juncture, given co. 's performance.
Q2
NAVA BHARAT VENTURES Approve remuneration of Rs. 700,000 payable to The total remuneration proposed to be paid to the cost auditors in FY22 is
LTD. Narasimha Murthy & Co., cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
27-Aug-2021 INDIAN OIL CORPN. LTD. AGM Management For For and Indian Accounting Standards (IND-AS). Typical of public sector companies,
IOC has four joint auditors. The audit committee must provide clarity on how it
Q2
In FY21, the company has paid two interim dividends of Rs. 7. 5 per share and Rs.
3. 0 per share respectively. The company proposes to pay a final dividend of Rs. 1.
27-Aug-2021 INDIAN OIL CORPN. LTD. AGM Management For For 5 per share, thereby taking the total dividend to Rs. 12. 0 per share of face value Rs.
(Face value: Rs. 10.0 per share) for FY21
10. 0 Total dividend outflow will aggregate to Rs. 110. 2 bn. Payout ratio is 50. 5%
Q2 of the standalone PAT.
S. S. V. Ramakumar, 58, is the Director (Research & Development) of the
Reappoint S. S. V. Ramakumar (DIN: 07626484) as company. He has been on the board of the company since 1 February 2017. He has
27-Aug-2021 INDIAN OIL CORPN. LTD. AGM Management For For
Ranjan Kumar Mohapatra, 57, is the Director (Human Resources) of the company.
Reappoint Ranjan Kumar Mohapatra (DIN: He has been on the board of the company since 19 February 2018. He has attended
08006199) as Director, liable to retire by rotation all board meetings held in FY21. He retires by rotation; his reappointment is in line
Approve aggregate remuneration of Rs. 2.02 mn to The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 be paid to five cost auditors for FY22 reasonable compared to the size and scale of operations.
27-Aug-2021 ALKEM LABORATORIES LTD AGM Management For For
Confirm interim dividend of Rs. 25.0 per equity The total dividend for FY20 is Rs. 25. 0/- per share and the total dividend outflow
27-Aug-2021 ALKEM LABORATORIES LTD AGM Management share and declare a final dividend of Rs. 5.0 per For For (including dividend tax for FY20) is Rs. 3. 4 bn, while the dividend payout ratio is
Q2 equity share of Rs. 2.0 each 26. 9%.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sandeep Singh, 38, is part of the promoter family and the MD of the company. He
Reappoint Sandeep Singh (DIN: 01277984) as
27-Aug-2021 ALKEM LABORATORIES LTD AGM Management For For attended all five board meetings in FY21. He retires by rotation and his
Mritunjay Kumar Singh, 57, is part of the promoter family and Whole-time Director
of the company. He is also the Managing Director of Indchemie Health Specialities
Reappoint Mritunjay Kumar Singh (DIN:
27-Aug-2021 ALKEM LABORATORIES LTD AGM Management For For Private Limited (51% subsidiary of the company). He attended all five board
meetings in FY21. He retires by rotation and his reappointment is in line with all
Dr. Dheeraj Sharma, 44, is Director at IIM, Rohtak and a Professor (on lien) at IIM,
Ahmedabad. In the past, he has served as a consultant or in advisory roles with the
Reappoint Dr. Dheeraj Sharma (DIN: 07683375) as Ministry of Home Affairs, Ministry of Defence, Ministry of Youth Affairs and
27-Aug-2021 ALKEM LABORATORIES LTD AGM Management Independent Director for a period of five years from For For Sports, Ministry of Commerce, Government of Gujarat, Government of Punjab and
26 May 2022 Government of Delhi. He has been an independent director on the board since May
2017. He attended all five board meetings in FY21. His reappointment for a further
period of five years from 26 May 2022 is in line with all statutory requirements.
Q2
Ratify remuneration of Rs. 1.0 mn plus applicable
taxes, and reimbursement of out-of-pocket expenses The remuneration proposed to be paid to the cost auditor in FY21 is reasonable
27-Aug-2021 ALKEM LABORATORIES LTD AGM Management For For
upto Rs. 10,000 payable to Suresh D. Shenoy, as compared to the size and scale of operations.
Q2 cost auditor for FY21
27-Aug-2021 BERGER PAINTS INDIA LTD. AGM Management For For
Declare a final dividend of Rs.2.8 per share (Face The total dividend outflow for FY21 is Rs. 2. 7 bn. The dividend payout ratio is 39.
Q2 value of Re.1.0) 9%.
Kuldip Singh Dhingra, 73, belongs to the promoter group. He is currently

Reappoint Kuldip Singh Dhingra (DIN: 00048406)
designated as the Non-Executive Chairperson of the board. He is associated with
27-Aug-2021 BERGER PAINTS INDIA LTD. AGM Management as a Non-Executive Non-Independent Director, For For
the company since 17 July 1991. He has attended 100% (7/7) board meetings held
in FY21. His reappointment meets all statutory requirements.
Q2
Gurbachan Singh Dhingra, 71, belongs to the promoter group. He is currently the
Reappoint Gurbachan Singh Dhingra (DIN:
Vice- Chairperson of the board and is serving on the board since 14 May 1993. He
27-Aug-2021 BERGER PAINTS INDIA LTD. AGM Management 00048465) a Non-Executive Non-Independent For For
has attended all seven board meetings in FY21. His reappointment is in line with
Kuldip Singh Dhingra, 73, is a promoter director designated as the Chairperson of

Approve continuation of Kuldip Singh Dhingra
the board. Amendments in SEBI’s LODR require directors having attained the age
(DIN: 00048406) as a Non-executive Non-
27-Aug-2021 BERGER PAINTS INDIA LTD. AGM Management For For of 75 to be reapproved by shareholders through a special resolution. Kuldip Singh
independent Director after attaining the age of 75
Dhingra will attain the age of 75 years on 2 September 2022. We do not consider
years
age to be an eligibility criterion for board membership.
Q2
Abhijit Roy was paid Rs. 42. 9 mn including stock options in FY21. His estimated
remuneration for FY22 is Rs. 56. 1 mn and that for FY23 is Rs. 66. 3 mn, with
overall remuneration capped at Rs. 80. 0 mn over his proposed tenure. His
Reappoint Abhijit Roy (DIN: 03439064) as
remuneration is in line with peers and commensurate with the size and scale of
Managing Director & CEO for five years from 1
27-Aug-2021 BERGER PAINTS INDIA LTD. AGM Management For For business. Further, he is a professional whose skills have a market value. Although
July 2022 to 30 June 2027 and fix his remuneration
his remuneration is capped, we expect the company to provide greater disclosures
as minimum remuneration
on each component of his salary and the quantum of stock options he is eligible to
receive over his term. Further, the company must disclose the performance metrics
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Abhijit Roy was paid Rs. 42. 9 mn including stock options in FY21 which exceeded
the approved limit of Rs. 40. 0 mn approved in the 2016 AGM. His estimated
remuneration for FY22 including stock options is Rs. 56. 1 mn. His remuneration is
Approve revision in remuneration payable to Abhijit in line with his peers and commensurate with the size and scale of business and
Roy (DIN: 03439064) as Managing Director for the operations. Further he is a professional whose skills have a market value. Although
period from 1 July 2020 till the end of his current his remuneration is capped at Rs. 70. 0 mn till the end of the current term on 30
term on 30 June 2022 June 2022, we expect the company to provide greater disclosures on each
component of his salary and the quantum of stock options he is eligible to receive
over his term. Further, the company must disclose the performance metrics that
Q2
Ratify remuneration of Rs. 245,000 for N
27-Aug-2021 BERGER PAINTS INDIA LTD. AGM Management Radhakrishnan & Co and Rs. 120,000 for Shome For For
and Banerjee, as cost auditors for FY22
Q2
Sharp and Tannan withdrew their consent to be reappointed as statutory auditors in
the 2021 AGM on account of differences in legal views about their eligibility for
reappointment. The company proposes to appoint MSKA & Associates as statutory
CROMPTON GREAVES Appoint MSKA & Associates as statutory auditors auditors for five years from FY22. The audit fee for FY21, paid to previous
27-Aug-2021 CONSUMER ELECTRICAL EGM Management for five years from FY22 and fix their remuneration For For auditors, was Rs. 4. 2 mn on a consolidated basis (excluding taxes, fees for other
LTD at Rs. 5.1 mn for FY22 service and reimbursement of out-of-pocket expenses). The proposed audit fee for
FY22 is Rs. 5. 1 mn on a consolidated basis plus applicable taxes, and
reimbursement of reasonable out-of-pocket expenses. The proposed remuneration is
reasonable and commensurate with the size and operations of the company.
Q2
27-Aug-2021 H C L TECHNOLOGIES LTD. AGM Management For For
Shikhar Malhotra, 38, is the Vice Chairperson & CEO of HCL Healthcare Private
Reappoint Shikhar Malhotra (DIN: 00779720) as a
Ltd since 29 May 2013. He was first appointed on the board on 22 October 2019.
27-Aug-2021 H C L TECHNOLOGIES LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
He has attended 88% i. E. , 8/9 board meetings in FY21. His reappointment is in
retire by rotation
Q2 line with the statutory requirements.
Reappoint Deepak Kapoor (DIN: 00162957) as an Deepak Kapoor, 63, is the former CEO of PwC India. He is serving on the board
27-Aug-2021 H C L TECHNOLOGIES LTD. AGM Management Independent Director for his second five year term For For since 26 July 2017. He has attended all board meetings in FY21. His reappointment
from 26 July 2022 for a second five-year term is in line with statutory requirements.
Q2
Ms. Vanitha Narayanan, 62, has more than 30 years of experience, at IBM where
she held multiple roles leading large businesses in the United States, Asia-Pacific
and India. She is the former Managing Director and Chairperson of IBM India. She
has also served as Vice President for the Communications Sector across Asia
Appoint Ms. Vanitha Narayanan (DIN: 06488655)
Pacific, Vice President for Global Telecommunications Solutions and Managing
27-Aug-2021 H C L TECHNOLOGIES LTD. AGM Management as an Independent Director for five years from 19 For For
Director for a strategic telecom client. She holds a Bachelor in Arts from Stella
July 2021
Maris College, Madras, MBA in Marketing and Advertising from University of
Madras and MBA in Management Information Systems and Accounting from the
University of Houston. Her appointment as an Independent Director is in line with
the statutory requirements.
Q2
C. Vijayakumar, 53, has experience in Technology, Business & Operational
leadership. He has been the President & Chief Executive Officer of the company
Appoint C. Vijayakumar (DIN: 09244485) as since October 2016. He was also the former President of HCL’s Infrastructure
Director from 20 July 2021 Services Business. He will be replacing Shiv Nadar as the Managing Director of the
company. He is liable to retire by rotation and his appointment is in line with the
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
C Vijayakumar, 53, has been the President and CEO of HCL Technologies Limited
(not on the board) since October 2016. He is being appointed as MD and CEO from
Appoint C Vijayakumar (DIN: 09244485) as
20 July 2021. C Vijayakumar will be based in the United States of America and
27-Aug-2021 H C L TECHNOLOGIES LTD. AGM Management Managing Director and CEO for a period of five For For
paid from HCL America Inc, a wholly owned step-down subsidiary. CVK has
years from 20 July 2021 and fix his remuneration
steered the company successfully over the past 5 years and his re-appointment is in
the interest of all shareholders.
Q2
Shiv Nadar, 76, was the Managing Director and Chief Strategy Officer till 19 July
2021, when he stepped down from the board. The company proposes to appoint
him as Chairperson Emeritus and Strategic Advisor for five years from 20 July
Approve payment of advisory fees and extension of 2021. His remuneration for FY21, as the Managing Director and Chief Strategy
other facilities to Shiv Nadar as Chairperson Officer was Rs. 45. 5 mn including perquisites of Rs. 0. 91 mn from HCL
Emeritus and Strategic Advisor for five years from Technologies Limited and USD 0. 49 mn from HCL America Inc, a wholly owned
20 July 2021 to 19 July 2026 subsidiary. He will be paid advisory fees of Rs. 30. 0 mn, with annual increases
capped at 10% over the last drawn fee. The approval is being taken for a period of
five years. Accordingly, shareholders have a vote on his re-appointment after five
years.
Q2
NATH BIO-GENES (INDIA) Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
The company proposes to pay a final dividend of Rs. 2. 0 per equity share of face
NATH BIO-GENES (INDIA) Declare a final dividend of Rs. 2.0 per equity share
27-Aug-2021 AGM Management For For value Rs. 10. 0 each for FY21. The total dividend outflow including dividend tax
LTD. (face value Rs. 10.0) for FY21
Q2 for FY21 is Rs. 38. 0 mn. The dividend payout ratio is 6. 8%.
Reappoint Ms. Sweta Kagliwal (DIN: 02052811) as Ms. Sweta Kagliwal, 40, is part of the promoter family and is currently the
NATH BIO-GENES (INDIA)
27-Aug-2021 AGM Management a Non-Executive Non-Independent Director, liable For For Managing Director of Agri-Tech India Ltd. She has attended all the board meetings
LTD.
to retire by rotation held in FY21. Her reappointment is in line with statutory requirements.
Q2
Appoint Ms. Ashu Jain (DIN: 00243310) as an Ms. Ashu Jain holds more than 24 years of experience and has been associated in
27-Aug-2021 AGM Management Independent Director for five years from 1 October For For the agricultural field with Royal Sluis, Holland & McBeans Orchids London UK.
LTD.
Q2 2020 Company will benefit a lot from her vast experience.
Appoint Vadla Nagabhushanam (DIN: 08863512) Vadla Nagabhushanam holds more than 30 years of experience in the field of
27-Aug-2021 AGM Management as an Independent Director for five years from 7 For For management and finance. The company will benefit from the vast experience
LTD.
Q2 November 2020 brought by Vadla N.
Madhukar Deshpande, holds more than 37 years of experience in the field of

Appoint Madhukar Deshpande (DIN: 07630081) as
NATH BIO-GENES (INDIA) management in the agriculture sector, and that he has experience in the field of
27-Aug-2021 AGM Management an Independent Director for five years from 10 For For
LTD. processing, store, logistics, quality assurance and production with various
February 2021
industries. The company benefits from the vast experience brought by Madhukar.
Q2
Adoption of standalone financial statements for the statements. Except for the issues raised, the auditors are of the opinion that the
27-Aug-2021 YES BANK LTD. AGM Management For For
year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
Adoption of consolidated financial statements for statements. Except for the issues raised, the auditors are of the opinion that the
the year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
appoint a minimum of two joint statutory auditors. Therefore, YES Bank proposes
to appoint M P Chitale & Co LLP for their remaining tenure of two years and
Chokshi & Chokshi LLP for three years as joint statutory auditors subject to the
Amend the terms of appointment of M. P. Chitale &
27-Aug-2021 YES BANK LTD. AGM Management For For approval of the RBI for each year during this tenure. The joint statutory auditors
Co., Statutory Auditors for two years
shall be paid overall audit fees of Rs 35. 0 mn plus reimbursement of out-of-pocket
expenses for FY22, with authority to the audit committee of the to allocate the
overall audit fees between the joint statutory auditors, as may be mutually agreed
scope of work. The proposed audit fees are reasonable.
Q2
appoint a minimum of two joint statutory auditors. Therefore, YES Bank proposes
to appoint Chokshi & Chokshi LLP for three years as joint statutory auditors subject
Appoint Chokshi & Chokshi LLP, as Joint Statutory to the approval of the RBI for each year during this tenure. The joint statutory
Auditors for three years auditors shall be paid overall audit fees of Rs 35. 0 mn plus reimbursement of out-
of-pocket expenses for FY22, with authority to the audit committee of the to
allocate the overall audit fees between the joint statutory auditors, as may be
mutually agreed between the bank and the joint statutory auditors, depending upon
their respective scope of work. The proposed audit fees are reasonable.
Q2
Ravindra Pandey, 59, holds more than 36 years of experience in Digital
Transformation, Digital Banking, Payment Solutions, Retail, Corporate and
Take note of appointment of Ravindra Pandey (DIN International Banking. Presently he is the Dy. Managing Director & Chief
- 07188637) as a Nominee Director of SBI from 3 Information Officer of State Bank of India. He is being appointed as Nominee
November 2020 to 30 June 2022 or till further Director appointed by State Bank of India pursuant to Yes Bank Limited
instructions from SBI, whichever is earlier Reconstruction Scheme 2020. His appointment is in line with statutory
requirements. We note that Ravindra Pandey has attended only 4 of the 8 board
Q2 meetings held during his tenure in FY21.
The debt raised will be within the overall borrowing limits of Rs. 1100. 0 bn. The
capital adequacy ratio of the bank on 31 March 2021 was 17. 5% with a Tier-1
Approve capital raising by way of debt securities capital adequacy ratio of 11. 3%. The bank’s debt is rated CRISIL
upto Rs 100.0 bn BBB/Stable/CRISIL A2, ICRA BBB/Stable. Debt levels in a bank are typically
reined in by the regulatory requirement of maintaining a slated minimum capital
Q2 adequacy ratio.
statements with respect to the penalties to the tune of Rs. 16. 9 bn (Ultratech Rs. 15.
2 bn and UltraTech Nathdwara Cement Limited Rs. 1. 7 bn) imposed by
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management For For Competition Commission of India. Further, the auditors of Aditya Birla Capital Ltd
have highlighted the uncertainties arising from the Covid-19 pandemic. Except for
the issues raised, the auditors are of the opinion that the financial statements are
Q2
Declare final dividend of Rs. 5.0 per share and a The total dividend declared by the company for FY21 is Rs. 9. 0 per equity share
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management special dividend of Rs. 4.0 per share (face value Rs. For For including a special dividend of Rs 4. 0 per equity share. The total dividend outflow
Q2 2.0) for FY21 is Rs. 5. 9 bn and the dividend payout ratio is 65. 4%.
Reappoint Kumar Mangalam Birla (DIN: Kumar Mangalam Birla, 54, is promoter and Chairperson, Grasim Ltd. He has
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management 00012813) as Non-Executive Non-Independent For For attended all the board meetings held in FY21. His reappointment as Non-Executive
Director, liable to retire by rotation Non-Independent Director is in line with statutory requirements.
Q2
Dr. Santrupt Misra, 55, is the CEO of Birla Carbon India Pvt. Ltd and Director,
Reappoint Dr. Santrupt Misra (DIN: 00013625) as Group Human Resources for the Aditya Birla Group. He was appointed to the
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management Non-Executive Non-Independent Director, liable to For For board of the company on 13 June 2020 and has attended all the board meetings held
retire by rotation during his tenure. His reappointment as Non-Executive Non-Independent Director
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
BSR & Co. LLP were appointed as the joint statutory auditors in the FY16 AGM,
for five years. The company proposes to reappoint them for another period of five
years starting from the conclusion of the FY21 AGM, which will complete their
tenure of ten years as per provisions of Section 139 of Companies Act 2013. BSR &
Co and SRBC & Co (the other joint auditor) were together paid a remuneration was
Reappoint BSR & Co LLP as joint statutory
Rs 32. 0 mn for FY21 (excluding tax audit fees, other services and reimbursement
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management auditors for five years starting from the conclusion For For
expenses). The audit fee proposed for FY22 for BSR & Co LLP is Rs. 16. 0 mn
of the FY21 AGM and fix their remuneration
plus applicable taxes and reimbursement of out-of-pocket expenses incurred (as
clarified via the Addendum issued on 19 August 2021). The proposed fees exclude
the fees payable to BSR & Co. LLP for tax audit, certification and other services.
The proposed remuneration is reasonable compared to the size and scale of the
Q2
Dilip Gaur, 64, is Managing Director, Grasim Industries Ltd and Business Director
of the Aditya Birla Group’s, Global Pulp & Fibre Business. His existing term
expired on 31 March 2021. The company proposes to reappoint him as Managing
Reappoint Dilip Gaur (DIN: 02071393) as Director for one year from 1 April 2021. His estimated proposed remuneration of
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management Managing Director for one year from 1 April 2021 For For Rs. 84. 2 mn (including stock options) for FY22 is in line with peers and
and fix his remuneration commensurate with the size and complexity of the business. We expect the
company to continue to be judicious in determining executive pay. As a good
practice, companies must disclose the performance metrics on basis of which
Q2
V Chandrasekaran, 63, is former Executive Director, Life Insurance Corporation of
Appoint V Chandrasekaran (DIN: 03126243) as an
India (LIC). He has more than three decades of experience in life insurance finance,
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management Independent Director for five years from 24 May For For
housing finance and mutual fund investment. He is a Chartered Accountant. His
2021 to 23 May 2026
appointment as Independent Director is in line with the statutory requirements.
Q2
Adesh Kumar Gupta, 64, was Former Executive Director and CFO, Grasim
Industries Ltd until 30 June 2015. 6 years have passed since he was CFO of
Appoint Adesh Kumar Gupta (DIN: 00020403) as
Grasim, which comfortably exceeds prescribed cooling period requirement.
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management an Independent Director for five years from 24 May For For
Moreoever, he being an insolvency professional adds to his independence. His vast
2021 to 23 May 2026
experience in the industry in which company operates, will make company benefits
from his experience. Hence voting in favour.
Q2
In the last four years, the company paid commission to Non-Executive Directors
Approve payment of commission to Non-Executive aggregating Rs. 25. 0 mn to 120. 0 mn. The proposed commission to independent
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management For For
Directors upto permissible limits from 1 April 2021 directors is reasonable and in-line with market practices. However, the company
Q2
Ratify remuneration of Rs. 1.72 mn for D C Dave &
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management Co. and Rs. 0.20 for K G Goyal & Associates as For For
Q2 cost auditors for FY22
Ratify remuneration of Rs. 1.72 mn for D C Dave & The total remuneration payable is reasonable compared to the size and scale of the
27-Aug-2021 GRASIM INDUSTRIES LTD. AGM Management For For
Q2 Co. as cost auditors for FY21 company’s operations.
of the COVID-19 pandemic on the financial statements. Except for the COVID
Adoption of standalone and consolidated statements
27-Aug-2021 N C C LTD. AGM Management For For related issue, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting principles. For
Q2
Declare final dividend of Rs. 0.8 per equity share Total dividend aggregates to Rs. 487. 9 mn. The total dividend payout ratio is 18.
27-Aug-2021 N C C LTD. AGM Management For For
Q2 (face value Rs.2.0 per share) for FY21 7% of the standalone PAT.
Reappoint A G K Raju (DIN: 00019100) as
27-Aug-2021 N C C LTD. AGM Management For For Good candidature.
Q2 Director
Reappoint A V N Raju (DIN: 00018965) as
Q2 Director
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation

27-Aug-2021 N C C LTD. AGM Management taxes and reimbursement of expenses paid to For For
Vajralingam & Co as cost auditors for FY21
Q2
Reappoint A. V. N. Raju (DIN: 00018965) as
Whole-time Director for five years from 30 May
Q2 remuneration
27-Aug-2021 VOLTAS LTD. AGM Management For For
To declare a final dividend of Rs. 5.0 per share on value Re. 1. 0 for the year ended 31 March 2021, up 25% from that paid in FY20.
face value Re. 1.0 The total dividend outflow excluding dividend tax for FY21 is Rs. 1. 7 bn. The
Reappoint Noel N. Tata (DIN: 00024713) as Noel N. Tata, 64, is Managing Director of Tata International Limited and
Director liable to retire by rotation Chairperson of Voltas Ltd. His reappointment is in line with statutory requirements.
Q2
Saurabh Agrawal, 51, is Group CFO and Whole-time Director, Tata Sons Private
Appoint Saurabh Agrawal (DIN: 02144558) as Limited. Saurabh Agrawal joined Tata Sons in June 2017 from Aditya Birla Group,
Director liable to retire by rotation where he was the head of strategy. His appointment is in line with statutory
Q2 requirements.
Arun Kumar Adhikari, 67, is Senior Advisor at McKinsey & Company. He has
Reappoint Arun Kumar Adhikari (DIN: 00591057)
served on the board of Voltas Ltd. For the past four years and will complete his first
27-Aug-2021 VOLTAS LTD. AGM Management as Independent Director for five years from 8 June For For
five-year term as Independent Director on 7 June 2022. His reappointment for a
2022
further term of five years is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 0.55 mn to Sagar & The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Associates as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
27-Aug-2021 INFO EDGE (INDIA) LTD. AGM Management For For
Q2
Declare final dividend of Rs. 8.0 per equity share The total dividend for FY21 is Rs. 8. 0 per share, total dividend outflow is Rs. 1. 0
Q2 (face value Rs 10.0) for FY21 bn, and dividend payout ratio is 37. 9%.
Hitesh Oberoi, 49, is the Promoter and Managing Director and CEO of Info Edge
Reappoint Hitesh Oberoi (DIN: 01189953), as (India) Limited. He has been on the board since May 2011. He has attended all the
Director, liable to retire by rotation board meetings in FY21 and retires by rotation. His reappointment meets all
Authorize the board to appoint branch auditors to On 31 March 2021, the company had international offices in Dubai, Bahrain,
27-Aug-2021 INFO EDGE (INDIA) LTD. AGM Management audit foreign branches for FY22 and fix their For For Riyadh and Abu Dhabi apart from its 70 branches spread in 45 cities across India.
Q2 remuneration Therefore, there is a need to appoint branch auditors.
Reappoint Ashish Gupta (DIN: 00521511) as
27-Aug-2021 INFO EDGE (INDIA) LTD. AGM Management Independent Director for four years from 21 July For For Appointment is inline with regulations.
Q2 2022
Bala C Deshpande, 55, is the Founder and Senior Managing Director, MegaDelta
Continue directorship of Bala C Deshpande (DIN: Capital Advisors LLP. She has been on the board since September 2005 and a non-
27-Aug-2021 INFO EDGE (INDIA) LTD. AGM Management 00020130), as Non-Executive Director for one year For For executive independent director. She has attended 4 of the 5 board meetings in FY21
from 1 April 2022 and her continuation as non-executive non-independent director meets statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
POONAWALLA FINCORP Adoption of standalone financial statements for the related issues raised, the auditors are of the opinion that the financial statements are
LTD. year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
POONAWALLA FINCORP Adoption of consolidated financial statements for related issues raised, the auditors are of the opinion that the financial statements are
LTD. the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
Sanjay Chamria, 57, has been Executive Director of Poonawalla Fincorp (Formerly
POONAWALLA FINCORP Reappoint Sanjay Chamria (DIN: 00009894) as
28-Aug-2021 AGM Management For For Magma Fincorp) since September 1993. He retires by rotation and his
LTD. director liable to retire by rotation
Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding
POONAWALLA FINCORP Appoint Walker Chandiok & Co LLP, as statutory RRBs), UCBs and NBFCs (including HFCs), PFL needs to appoint a new statutory
LTD. auditors for three years and to fix their remuneration auditor. PFL proposes to appoint Walker Chandiok & Co LLP for a period of three
years at a proposed remuneration of Rs 7. 7 plus reimbursement of out of pocket
Q2 expenses for FY22.
Sajid Fazalbhoy, 41, is Partner at growth stage venture capital fund, Iron Pillar. He
Appoint Sajid Fazalbhoy (DIN: 00022760) as was formerly engaged as Principal Investments and Venture Advisor at Blume
POONAWALLA FINCORP
28-Aug-2021 AGM Management Independent Director for three years from 5 May For For Venture Capital and was also the founder CEO of Amedeo Software. He has
LTD.
2021 experience in deal sourcing, structuring, portfolio management, fund management
and fundraising. His appointment is in line with the statutory requirements.
Q2
Prabhakar Dalal, 69, is a banker with knowledge in commercial and development
Appoint Prabhakar Dalal (DIN: 00544948) as banking, with 37 years of experience and international exposure. He has worked
POONAWALLA FINCORP
28-Aug-2021 AGM Management Independent Director for three years from 5 May For For with Export-Import Bank of India (Exim Bank) for over three decades. He also
LTD.
2021 served as the Executive Director on the Board of EXIM Bank for over 3 years. His
appointment is in line with the statutory requirements.
Q2
Adar Cyrus Poonawalla, 40, is the CEO of Serum Institute of India and Chairperson
Appoint Adar Cyrus Poonawalla (DIN: 00044815)
POONAWALLA FINCORP of Poonawalla Finance Pvt. Ltd. He has been engaged in developing affordable
28-Aug-2021 AGM Management as Chairperson in the capacity of Non-Executive, For For
LTD. vaccines. He is the promoter of PFL. His appointment is in line with the statutory
Non-Independent Director from 1 June 2021
Q2 requirements.
Amar Deshpande, 60, holds more than 36 years of experience in BFSI Sector
mainly into NBFCs with an expertise in areas including fund mobilization,
corporate funding, project finance, debt syndication, credit appraisal and
Appoint Amar Deshpande (DIN: 07425556) as Non-
POONAWALLA FINCORP management consultancy. He has been a visiting faculty to NIBM (National
28-Aug-2021 AGM Management Executive, Non-Independent Director from 3 June For For
LTD. Institute of Bank Management), Pune and Reserve Bank of India College of
2021
Agriculture Banking, Pune. He is COO, Poonawalla Finance Pvt. Ltd. He is a
promoter nominee on the board of PFL. His appointment is in line with statutory
Q2 requirements.
No concerns identified, He has over 15 years of diversified experience in the
Appoint Abhay Bhutada (DIN: 03330542) as
POONAWALLA FINCORP domain of commercial, housing and retail lending. He is passionate about using
28-Aug-2021 AGM Management Managing Director for five years from 1 June 2021 For For
LTD. technology in financial services and has been instrumental in setting up the lending
and to fix his remuneration
Q2 business for the Poonawalla group.
PFL proposes to reappoint Sanjay Chamria as Executive Vice Chairperson. He was

designated Managing Director will 31 May 2021 and was redesignated Executive
Re-appoint Sanjay Chamria (DIN: 00009894) as Director from 1 June 2021. His proposed remuneration remains unchanged at Rs
POONAWALLA FINCORP Whole-time Director designated as Executive Vice 22. 4 mn. The entire remuneration is fixed with no element of commission or
LTD. Chairperson for five years from 1 April 2021 and to performance based pay. We expect Sanjay Chamria’s proposed remuneration to
fix his remuneration remain comparable to previous levels – hovering at around Rs. 25. 0 mn. At these
levels, Sanjay Chamria’s proposed remuneration will be commensurate with the
size of the company, yet lower than comparable peers.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Due to the economic slowdown in FY20 and FY21, profits have become
inadequate for the purpose of managerial remuneration. In the AGM of 2020, the
company had sought shareholder approval by way of a special resolution for the
Payment of existing remuneration aggregating payment of existing remuneration to Sanjay Chamria from 1 April 2019 to 31
POONAWALLA FINCORP Rs.22.4 mn to Sanjay Chamria (DIN: 00009894), March 2021. This resolution was defeated. The company paid Sanjay Chamria a
LTD. Whole-time Director designated as Executive Vice remuneration of Rs 4. 2 mn for FY20. The company now seeks shareholder
Chairperson for FY21 approval to pay him existing remuneration of Rs 22. 4 mn as minimum
remuneration for FY21. In the past, remuneration paid to Sanjay Chamria has been
in line with company performance and the remuneration is commensurate with the
size and complexities of the business.
Q2
Due to the economic slowdown in FY20 and FY21, profits have become
inadequate for the purpose of managerial remuneration. In the AGM of 2020, the
company had sought shareholder approval by way of a special resolution for the
Payment of existing remuneration aggregating
payment of existing remuneration to Mayank Poddar from 1 April 2019 to 31
POONAWALLA FINCORP Rs.11.3 mn to Mayank Poddar (DIN:00009409),
28-Aug-2021 AGM Management For For March 2021. This resolution was defeated. The company paid Mayank Poddar a
LTD. erstwhile Whole-time Director for the period 1
remuneration of Rs 3. 2 mn for FY20. Mayank Poddar was designated as Non-
April 2020 to 7 November 2020
Executive Director from 8 November 2020, and he has resigned from the board
from 7 June 2021. The remuneration of Rs 11. 3 mn paid to Mayank Poddar in
FY21 and commensurate with the size and complexities of the business.
Q2
30-Aug-2021 DIVI'S LABORATORIES LTD. AGM Management For For
Declare final dividend of Rs. 20.0 per share (face The total dividend outflow for FY21 is Rs. 5. 3 bn. The dividend payout ratio is 27.
30-Aug-2021 DIVI'S LABORATORIES LTD. AGM Management For For
Q2 value of Rs. 2.0) 2%.
Dr. Kiran Divi, 44, is part of the promoter family and CEO of the company. He
Reappoint Dr. Kiran Divi (DIN: 00006503) as
30-Aug-2021 DIVI'S LABORATORIES LTD. AGM Management For For attended all four board meetings in FY21. He retires by rotation and his
Ms. Nilima Prasad Divi, 38, is part of the promoter family and Whole-time Director
Reappoint Ms. Nilima Prasad Divi (DIN:
30-Aug-2021 DIVI'S LABORATORIES LTD. AGM Management For For (Commercial) of the company. She attended all four board meetings in FY21. She
retires by rotation and her reappointment is in line with all statutory requirements.
Q2
30-Aug-2021 MARICO LTD. AGM Management For For
Rajendra Mariwala, 58, belongs to the promoter family. He has over 25 years of
experience in specialty chemicals business. He is currently the Managing Director
Reappoint Rajendra Mariwala (DIN: 00007246) as
30-Aug-2021 MARICO LTD. AGM Management For For of Eternis Fine Chemicals Limited. He has attended all the board meetings held in
FY21. He retires by rotation and his reappointment is in line with all statutory
Q2 requirements.
Ratify remuneration of Rs.950,000 for Ashwin The total remuneration proposed to be paid to the cost auditors is reasonable
Solanki & Associates as cost auditors for FY22 compared to the size and scale of the company’s operations.
Q2
Appoint Milind Barve (DIN: 00087839) as Milind Barve, 63, is former Managing Director of HDFC Asset Management
30-Aug-2021 MARICO LTD. AGM Management Independent Director for five years from 2 August For For Company Ltd. He is a Chartered Accountant. His appointment as an Independent
2021 Director is in line with all statutory requirements.
Q2
The aggregate remuneration to all non-executive directors in FY21 was Rs. 70. 5
mn, of which Harsh Mariwala was paid Rs. 37. 1 mn. In FY22, he will be paid
Approve payment of remuneration to Harsh commission aggregating Rs. 40 mn, along with sitting fees and perquisites: we
Mariwala (DIN: 00210342) for FY22, such that it estimate his aggregate remuneration at Rs. 50. 0 mn which is reasonable given the
may exceed 50% of the total remuneration to all the size and scale of operations. We understand that as promoter, he will play a material
Non-Executive Directors role to play in establishing strategic direction and governance structures – even
while being appointed in a non-executive capacity. His estimated remuneration is
commensurate with his responsibilities.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
30-Aug-2021 VAKRANGEE LTD. AGM Management For For financial statements are in accordance with generally accepted accounting policies
and Indian Accounting Standards (IND-AS). We raise concern that two of the three-
member audit committee are tenured Independent Directors.
Q2
Declare final dividend of Re. 0.1 per share (Face Total dividend outflow will aggregate to Rs. 105. 9 mn. Payout ratio is 20. 6% of
30-Aug-2021 VAKRANGEE LTD. AGM Management For For
Q2 value: Re. 1.0 per share) for FY21 the standalone PAT.
Dinesh Nandwana, 58, is the MD & CEO of the company and part of the promoter
Reappoint Dinesh Nandwana (DIN: 00062532) as group. He has been on the board of the company since 28 May 1990. He has
30-Aug-2021 VAKRANGEE LTD. AGM Management For For
of the COVID-19 pandemic on the financial statements and proceedings initiated
APOLLO HOSPITALS Adoption of standalone and consolidated financial against the company’s subsidiary, Imperial Hospital & Research Centre Limited, by
ENTERPRISE LTD. statements for the year ended 31 March 2021 the Government of Karnataka. Except for these issues, the auditors are of the
accepted accounting principles.
Q2
APOLLO HOSPITALS Declare final dividend of Rs. Rs. 3.0 per equity The total dividend outflow for FY21 is Rs. 431. 4 mn. The dividend payout ratio is
Q2 ENTERPRISE LTD. share (FV Rs. 5.0 per share) 41. 1% (FY20: 17. 8%).
Ms. Preetha Reddy, 64, belongs to the promoter family and is the Executive Vice
APOLLO HOSPITALS Reappoint Ms. Preetha Reddy (DIN: 00001871) as
31-Aug-2021 AGM Management For For Chairperson. She attended all seven board meetings in FY21. She retires by rotation
ENTERPRISE LTD. Director, liable to retire by rotation
and her reappointment is in line with statutory requirements.
Q2
Som Mittal, 69, is the former Chairperson and President of NASSCOM. He has
held senior corporate leadership roles for over three decades in the IT industry at
companies such as Wipro, Digital, Compaq and HP. He also has experience in
Appoint Som Mittal (DIN: 00074842) as engineering, manufacturing and automotive industries, having held executive roles
APOLLO HOSPITALS
31-Aug-2021 AGM Management Independent Director for a period of five years from For For with Larsen & Toubro, Escorts, and Denso. He has held global CXO positions and
ENTERPRISE LTD.
21 July 2021 managed businesses across geographies. He holds a Bachelor’s degree in
metallurgical engineering from Indian Institute of Technology, Kanpur & a Post
Graduate Diploma in Business Administration from Indian Institute of
Management, Ahmedabad. His appointment is in line with statutory requirements.
Q2
Issue secured/unsecured redeemable non-
APOLLO HOSPITALS The non-convertible debentures will be carved out of the approved borrowing
31-Aug-2021 AGM Management convertible debentures up to Rs. 5.0 bn via private For For
ENTERPRISE LTD. limits.
Q2 placement
APOLLO HOSPITALS Ratify remuneration of Rs. 1.5 mn payable to A. N. The remuneration proposed to be paid to the cost auditor in FY22 is reasonable
ENTERPRISE LTD. Raman & Associates, as cost auditors for FY22 compared to the size and scale of operations.
Q2
Adoption of standalone and consolidated financial related issues raised in a subsidiary, the auditors are of the opinion that the financial
31-Aug-2021 EXIDE INDUSTRIES LTD. AGM Management For For
statements for the year ended 31 March 2021 statements are prepared in accordance with the generally accepted accounting
Q2
Ratify payment of interim dividend of Rs. 2.0 per The total dividend outflow for FY21 is Rs. 1. 7 bn and the payout ratio is 22. 4% of
equity share of face value Re. 1.0 each for FY21 standalone PAT.
Q2
Reappoint Asish Kumar Mukherjee Asish Kumar Mukherjee is Director – Finance and CFO of the company. He
31-Aug-2021 EXIDE INDUSTRIES LTD. AGM Management (DIN:00131626) as Director, liable to retire by For For attended 100% (5 out of 5) board meetings in FY21. He is liable to retire by rotation
Q2 rotation and his reappointment meets all statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Subir Chakraborty is being promoted to Managing Director and Chief Executive

Officer from 1 May 2021. We estimate his maximum remuneration at Rs. 44. 8 mn
Redesignate Subir Chakraborty (DIN:00130864) as
for FY22, which is in line with peers and reasonable compared to the size and
31-Aug-2021 EXIDE INDUSTRIES LTD. AGM Management For For complexity of the company’s operations. The company has capped all components
three years from 1 May 2021 and fix his
of his remuneration. We expect the company to disclose the performance metrics
remuneration
used to determine his variable pay. We recognize that Subir Chakraborty is a
professional and his skills and experience carry a market value.
Q2
Avik Kumar Roy has 31 years of experience. He joined the company in 2019 as
President – Industrial and was appointed as Director – Industrial from 1 May 2021.
Appoint Avik Kumar Roy (DIN:08456036) as We estimate his maximum remuneration at Rs. 25. 3 mn for FY22, which is in line
Whole-time Director designated as Director – with peers and reasonable compared to the size and complexity of the company’s
Industrial for five years from 1 May 2021 and fix his operations. The company has capped all components of his remuneration. We
remuneration expect the company to disclose the performance metrics used to determine his
variable pay. We recognize that Avik Kumar Roy is a professional and his skills and
experience carry a market value.
Q2
The company proposes to revise Arun Mittal’s base salary to Rs. 550,000 per month
from Rs. 393,250 per month. We estimate Arun Mittal’s maximum remuneration at
Approve revision in remuneration of Arun Mittal
Rs. 34. 8 mn for FY22, which is in line with peers and reasonable compared to the
(DIN:00412767), Whole-time Director designated
31-Aug-2021 EXIDE INDUSTRIES LTD. AGM Management For For size and complexity of the company’s operations. Further, he is a professional and
as Director – Automotive, from 1 May 2021 till 30
his skills and experience carry a market value. The company has capped all
April 2024
components of his remuneration. We expect the company to disclose the
Q2
Approve aggregate remuneration of Rs. 900,000 to The total remuneration proposed to be paid to the cost auditors is reasonable
Mani & Co as cost auditors for FY22 compared to the size and scale of operations.
Q2
31-Aug-2021 ASTRAL LTD. AGM Management For For
Astral Ltd. Has paid an interim dividend of Re. 1. 0 per equity share on 12
November 2020 and proposes to declare a final dividend of Re. 1. 0 per share for
31-Aug-2021 ASTRAL LTD. AGM Management (FV of Re.1.0) and declare final dividend of Re. 1.0 For For
FY21. The total dividend outflow for FY21 is Rs. 402. 0 mn and the payout ratio is
per equity share for FY21
Q2 12. 3%.
Ms. Jagruti Engineer, 56, is part of the promoter family and is Executive Director,
Reappoint Ms. Jagruti Engineer (DIN: 00067276)
31-Aug-2021 ASTRAL LTD. AGM Management For For Astral Ltd. She has attended all the board meetings held in FY21. Her
Girish Joshi, 60, has been working with the company since January 2014. He has
more than 35 years of experience in the field of accounts, taxation, legal,
Appoint Girish Joshi (DIN: 09222943) as Whole- administration and liaison. The company proposes to appoint him as Whole-time
time Director liable to retire by rotation for a period Director for four years and nine months with effect from 1 July 2021 and fix. Girish
of 4 years and 9 months w.e.f. 1 July 2021 to 31 Joshi’s estimated proposed remuneration of Rs 5. 0 mn is in line with peers and
March 2026 and fix his remuneration commensurate with the size and performance of the company. Even so, the
company should have given a break-up between the fixed and variable pay payable
Q2 to him.
Approve remuneration payable to Kairav Engineer,

Vice President (Business Development) holding Remuneratin of Rs 15 mn appear fair given the size of the company and growth
office of profit upto a maximum limit of Rs 15.0 mn opportunity.
w.e.f. 1 April 2021
Q2
Approve remuneration payable to Saumya Engineer,
Vice President (Business Development) holding Remuneratin of Rs 15 mn appear fair given the size of the company and growth
office of profit upto a maximum limit of Rs 15.0 mn opportunity.
w.e.f. 1 April 2021
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ratify remuneration of Rs.125,000 for V. H. The total remuneration proposed to be paid to the cost auditors in FY22 is
Savaliya & Associates, as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
BARBEQUE-NATION Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
HOSPITALITY LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
Ms. Suchitra Dhanani, 57, is the whole-time director of Sayaji Hotels Ltd. And part
of the promoter family. She has been on the board of the company since 1 July
Reappoint Ms. Suchitra Dhanani (DIN: 00712187)
BARBEQUE-NATION 2015. She has attended 67% (10 out of 15) of board meetings held in FY21. We
31-Aug-2021 AGM Management as Non-Executive Non-Independent Director, liable For For
HOSPITALITY LTD. expect directors to take their responsibilities seriously and attend all board meetings.
Low board meeting attendance by promoters in the year just preceding listing is
Q2 unusual.
Raoof Dhanani, 58, is the managing director of Sayaji Hotels Ltd. And part of the
Reappoint Raoof Razak Dhanani (DIN: 00174654) promoter family. He has been on the board of the company since 1 July 2015. He
BARBEQUE-NATION
31-Aug-2021 AGM Management as Non-Executive Non-Independent Director, liable For For has attended 67% (10 out of 15) of board meetings held in FY21. We expect
HOSPITALITY LTD.
to retire by rotation directors to take their responsibilities seriously and attend all board meetings. Low
board meeting attendance by promoters in the year just preceding listing is unusual.
Q2
Tarun Khanna, 58, is a Partner of CX Advisors LLP. CX Advisors LLP through
Tamara Private Limited holds 7. 34% stake in the company as on 30 June 2021. He
Continue Appointment of Tarun Khanna (DIN: has attended 80% (12 out of 15) of board meetings held in FY21. He has been on
BARBEQUE-NATION
31-Aug-2021 AGM Management 02306480) as a Nominee Director, liable to retire by For For the board of the company as a nominee director from 12 April 2013. As per the
HOSPITALITY LTD.
rotation Articles of Association of the company, any CX nominee director’s appointment
shall be subject to approval by shareholders at the AGM post the listing of the
company through a special resolution.
Q2
We estimate Rahul Agrawal’s estimated pay in FY22 to be Rs. 55. 1 mn including a
one-time bonus given to him for Rs. 10. 0 mn and an estimate of fair value of stock
options that can be granted to him. While the company has capped his overall pay to
Rs. 19. 0 mn in FY22 with an annual increase capped at 15%, as a good practice it
Approve revision in remuneration of Rahul Agrawal
BARBEQUE-NATION should disclose the relevant components of the overall pay. Further, the company
31-Aug-2021 AGM Management (DIN: 07194134), CEO & Whole-time director for For For
HOSPITALITY LTD. should disclose and cap the amount of stock options that can be granted to him over
three years from FY22 in excess of regulatory limits
his term. Notwithstanding, ESOP grants will be at market price, thereby aligning
the grant with shareholder interest. His pay is comparable to peers and
commensurate with the size and complexity of the business. Further, he is a
professional and his skills carry a market value.
Q2
INDIAMART INTERMESH Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
INDIAMART INTERMESH Declare final dividend of Rs. 15 per equity share The total dividend for FY21 is Rs. 15 per share, total dividend outflow is Rs. 455. 5
Q2 LTD. (face value Re 10.0) for FY21 mn, and dividend payout ratio is 15. 9%.
Dhruv Prakash, 67, has been on the board since 11 May 2012 till 26 January 2015,
Reappoint Dhruv Prakash (DIN: 05124958) as Non- and then again from 1 September 2016. He has 43 years of industry experience.
INDIAMART INTERMESH
31-Aug-2021 AGM Management Executive Non Independent Director, liable to retire For For Currently, he has an independent professional practice that provides management
LTD.
by rotation consultancy and leadership development services. He attended all the board
meetings in FY21 and his reappointment is in line with statutory requirements.
Q2
31-Aug-2021 S R F LTD. AGM Management For For
Dr. Meenakshi Gopinath, 72, is non-executive non-independent director of the
Not fill casual vacancy caused by the retirement of
company. She will retire at the upcoming AGM and the vacancy caused by her
31-Aug-2021 S R F LTD. AGM Management Dr. Meenakshi Gopinath (DIN: 00295656) as Non- For For
retirement will not be filled. This will not have any material implications for board
Q2 independence.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Kartik Bharat Ram is part of the promoter group and has been on the board since
May 2006. For FY21, he was paid a total remuneration of Rs 92. 1 mn, 43% being
commission. The only disclosure made by company with respect to his
remuneration is that it will be within the limit of 5% of net profit. We believe this is
Reappoint Kartik Bharat Ram (DIN: 00008557) as
an open-ended resolution and there are no detailed disclosures on the various
31-Aug-2021 S R F LTD. AGM Management Deputy Managing Director for five years from 1 For For
components of his remuneration structure. However, based on past remuneration
June 2021 and fix his remuneration
payouts, proposed remuneration is estimated at Rs. 99. 2 mn, this is commensurate
with the size, scale, and complexity of the business and in line with industry peers.
The company must provide adequate details on remuneration to enable informed
decision making.
Q2
Arun Bharat Ram is promoter and has built the business. We support his
Appoint Arun Bharat Ram as Chairperson Emeritus
appointment as Chairperson Emeritus; his role will be that of a mentor to the
31-Aug-2021 S R F LTD. AGM Management for five years from 1 April 2022 and fix his For For
company’s senior leadership. His estimated remuneration at Rs. 15. 0 mn is
remuneration
Q2 reasonable.
Approve aggregate remuneration of Rs. 825,000 to
The total remuneration proposed to be paid to the cost auditors is reasonable
31-Aug-2021 S R F LTD. AGM Management cost auditors H Tara & Co and Sanjay Gupta & For For
Q2 Associates for FY22
This is an enabling resolution and will allow the company to comply with SEBI’s
circular dated 26 November 2018 which requires large companies to borrow not
less than 25% of incremental debt by issuance of debt securities. SRF’s debt is rated
Approve private placement of non-convertible
31-Aug-2021 S R F LTD. AGM Management For For CRISIL AA+/Stable/CRISIL A1+ and IND AA+/Stable/IND A1+. The company
debentures of up to Rs. 15.0 bn
has a borrowing limit of Rs. 40 bn, approved by shareholders in the 2018 AGM and
the company has a standalone debt of Rs. 25. 8 bn. We expect the company to
remain judicious while managing its capital structure.
Q2
31-Aug-2021 WELSPUN INDIA LTD. AGM Management For For
Welspun India Ltd. Proposes to pay a final dividend of Rs. 0. 15 per equity share of
face value Re. 1. 0 each for FY21. The total dividend outflow for FY21 is Rs. 150.
7 mn and the payout ratio is 2. 9% of standalone post-tax profits and 2. 7% of
31-Aug-2021 WELSPUN INDIA LTD. AGM Management For For consolidated post-tax profits. The company has stated in the annual report that
(FV of Re.1.0) for FY21
buyback of shares, resulting in a cash outflow of Rs 2. 0 bn was completed on 14
July 2021. Considering the buyback, the payout ratio amounts to 39% of
Q2 consolidated post-tax profits.
Ms. Dipali Goenka, 51, is a part of the promoter group and is CEO and Joint
Reappoint Ms. Dipali Goenka (DIN: 00007199) as
31-Aug-2021 WELSPUN INDIA LTD. AGM Management For For Managing Director, Welspun India Ltd. She has attended 88% of the board
meetings held in FY21. Her reappointment meets all statutory requirements.
Q2
Ratify remuneration of Rs.300,000 payable to Kiran The total remuneration proposed to be paid to the cost auditor is reasonable
J. Mehta & Co. as cost auditors for FY22 compared to the size and scale of the company’s operations.
Q2
Under the Companies Act, 2013, the use of common seal has now been made
Approve alteration of Articles of Association optional and hence affixing seal of a company on documents, authorization papers,
31-Aug-2021 WELSPUN INDIA LTD. AGM Management regarding deletion of clauses related to the use of For For agreement, deeds etc. Is no longer mandatory. For administrative convenience and
common seal to enable quicker execution of documents, the provisions relating to use of common
seal will be removed from the AoA.
Q2
Approve payment of commission of 1% of In FY21, Balkrishan Goenka was paid Rs. 74. 1 mn commission which was 1. 0%
consolidated net profits to Balkrishan Goenka, Non- of the standalone PBT. In the past his remuneration has been ~1% of the standalone
Executive Chairperson, for five years from 1 April PBT of the company. We understand that Balkrishan Goenka as a promoter and
2022 plays a material role in establishing strategic direction and governance structures.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve change in the basis of calculation of
commission from 1% of standalone profits to 1% of Rajesh Mandawewala, 58, is promoter and Managing Director, Welspun India Ltd.
31-Aug-2021 WELSPUN INDIA LTD. AGM Management consolidated profits payable to Rajesh For For He plays an important role in establishing strategic decisions and driving the growth
Mandawewala, Managing Director for FY21 and of the company.
Q2 FY22
Reappoint Ms. Dipali Goenka (DIN: 00007199) as Ms. Dipali Goenka, 51, is part of the promoter group and Joint Managing Director,
31-Aug-2021 WELSPUN INDIA LTD. AGM Management Joint Managing Director for five years from 1 April For For Welspun India. She has been instrumental in reshaping the Welspun brand and
2021 and fix her remuneration driving growth for the company.
Q2
Ms. Anisha Motwani, 58, is Founder and Partner, Storm the Norm Ventures. She is
Former Chief Marketing & Digital Officer, Max Life Insurance. She has attended
Reappoint Ms. Anisha Motwani (DIN: 06943493)
100% of the board meetings during FY21 and is a member of the company’s
31-Aug-2021 WELSPUN INDIA LTD. AGM Management as an Independent Director of the Company for her For For
Nomination and Remuneration Committee. Ms. Anisha Motwani serves on the
second term of five years w.e.f. 22 October 2021
boards of five listed companies. She brings with her considerable experience from
Q2 which Welspun can benifit.
SOLAR INDUSTRIES INDIA Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
SOLAR INDUSTRIES INDIA Declare final dividend of Rs. 6.0 per share (face
31-Aug-2021 AGM Management For For value Rs. 2. 0 for the year ended 31 March 2021. The total dividend outflow for
LTD. value Rs. 2.0) for FY21
Q2 FY21 is Rs. 543. 0 mn. The dividend payout ratio is 28. 7%.
Manish Nuwal, 47, represent the promoter family on the board. He is currently the
SOLAR INDUSTRIES INDIA Reappoint Manish Nuwal (DIN: 00164388) as
31-Aug-2021 AGM Management For For Managing Director & CEO of the company. His appointment is in line with the
LTD. Director liable to retire by rotation
Ms. Sujitha Karnad, 60, holds more than 30 years of experience in high-tech and IT
firms. She has experience in the areas of telecom, manufacturing, semiconductor
Appoint Ms. Sujitha Karnad (DIN: 07787485) as industry, banking, and healthcare IT solutions. She started as an R&D engineer in
SOLAR INDUSTRIES INDIA
31-Aug-2021 AGM Management Independent Director for two years till the AGM of For For Telecom firm C-DOT and graduated through the ranks to become one of the earliest
LTD.
2023 product managers in the country for first-of-its kind supercomputer. She was the
Global Head of Human Resources & Software Quality for Tech Mahindra Ltd. Her
Q2
Reappoint Satyanarayan Nuwal (DIN:00713547) as Satyanarayn Nuwal’s remuneration of FY21 of Rs 27. 6 mn has remained in the
31-Aug-2021 AGM Management Chairman and Whole-time Director for one year For For same range over the last five years. He brings with him loads of experience which
LTD.
from 1 April 2021 and revise his remuneration can drive the company's growth.
Q2
Reappoint Manish Nuwal (DIN: 00164388) as Manish Nuwal’s remuneration of FY21 of Rs 27. 6 mn has remained in the same
31-Aug-2021 AGM Management Managing Director for one year from 1 April 2021 For For range over the last five years. He brings with him loads of experience which can
LTD.
Q2 and revise his remuneration drive the company's growth.
Milind Deshmukh, 56, is Managing Director of Nigachem Nigeria Limited and
Appoint Milind Deshmukh (DIN: 09256690) as Director of other overseas Subsidiaries of Solar Industries India Limited. He has
31-Aug-2021 AGM Management Director liable to retire by rotation form 29 July For For been associated with Solar Group since 2009 and was responsible for company’s
LTD.
2021 expansion in African countries. His appointment is in line with statutory
Q2 requirements.
Milind Deshmukh’s estimated remuneration of Rs. 9. 7 mn for FY22 is in line with
Appoint Milind Deshmukh (DIN: 09256690) as the size and scale of the business and comparable with industry peers. There is an
31-Aug-2021 AGM Management Whole-time Director for five years from 29 July For For element of bonus which is not quantified. As a good practice, the company must
LTD.
2021 and fix his remuneration disclose the components of remuneration structure and the basis for performance
Q2 pay.
SOLAR INDUSTRIES INDIA Approve remuneration of Rs. 145,000 for Khanuja The total remuneration proposed is reasonable compared to the size and scale of the
LTD. Patra & Associates as cost auditors for FY22 company’s operations.
Q2
SUVEN PHARMACEUTICALS Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
SUVEN PHARMACEUTICALS Confirm interim dividend of Re. 1.0 per share (face In February 2021, the company declared an interim dividend of Re. 1. 0 per share.
LTD. value Re. 1.0) The total dividend outflow on account of interim dividend was Rs. 254. 6 mn.
Q2
For FY21, the company has proposed a final dividend of Re. 1. 0 per share in
SUVEN PHARMACEUTICALS Declare final dividend of Re. 1.0 per share (face addition to the interim dividend of Re. 1. 0 per share paid in February 2021 taking
LTD. value Re. 1.0) as final dividend for FY21 the total dividend to Rs. 2. 0 per share. The total dividend outflow for FY21 is Rs.
509. 1 mn. The dividend payout ratio for FY21 is 16. 5% (23. 6% in FY20).
Q2
Venkateswarlu Jasti, 72, part of the promoter family, is the Chairperson and MD of
SUVEN PHARMACEUTICALS Reappoint Venkateswarlu Jasti (DIN: 00278028) as
31-Aug-2021 AGM Management For For the company. He attended all six board meetings in FY21. He retires by rotation and
Dr. Vajja Sambasiva Rao, 68, is an Indian academician and is currently the Vice-
Chancellor at SRM University – Andhra Pradesh. He was the President of NIIT
Appoint Dr. Vajja Sambasiva Rao (DIN: 09233939) University until June 2020, prior to which he was the Acting Vice-Chancellor of
SUVEN PHARMACEUTICALS
31-Aug-2021 AGM Management as Independent Director for a period of five years For For Birla Institute of Technology and Science, and the Director of the Hyderabad
LTD.
from 23 July 2021 Campus of the BITS Pilani University. He was responsible for establishing BITS
Pilani Hyderabad campus. He holds a Master of Science and Ph. D. In Chemistry
from BITS Pilani. His appointment is in line with all statutory requirements.
Q2
Adoption of standalone and consolidated financial statements. Except for the issues raised, the auditors are of the opinion that the
31-Aug-2021 D L F LTD. AGM Management For For
statements for the year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
In FY21, the company proposed a final dividend of Rs 2. 0 per share, of face value
31-Aug-2021 D L F LTD. AGM Management For For Rs 2. 0, unchanged since the last four years. The total dividend outflow is Rs. 5. 0
value Rs 2.0
Q2 bn. The dividend pay-out ratio is 46. 0%.
Ms. Pia Singh, 51, represents the promoter family on the board. She is Former
Reappoint Ms. Pia Singh (DIN: 00067233) as
31-Aug-2021 D L F LTD. AGM Management For For Executive Director of DLF. Her reappointment is in line with statutory
Q2 requirements.
Ratify remuneration of Rs. 375,000 for R.J. Goel & The remuneration to be paid to the cost auditor is reasonable compared to the size
Q2 Co. as cost auditors for FY21 and scale of the company’s operations.
With the retirement of Mohit Gujral and Rajeev Talwar the company proposes to
redesignate Ashok Tyagi as Wholetime Director and CEO from 11 June 2021.
Ashok Tyagi was paid a remuneration of Rs 47. 5 mn including commission for
FY21. His proposed pay for FY22 is estimated in a range of ~ 55. 5 – 80. 0 mn
Re-designate Ashok Kumar Tyagi (DIN: 00254161) based on past trends. The company has not given any information as regards the
as Chief Executive Officer and Whole-time Director commission payable. It has been left to the discretion of the NRC / board. The
from 11 June 2021 till the end of his tenure on 30 proposed remuneration is commensurate with the size and complexity of the
November 2022 and to fix his remuneration business and in line with that paid to peers in the industry. As a good practice the
company must disclose the components of remuneration structure and the basis for
performance pay. We expect the company to be judicious in its payouts as in the
past. Further with two CEOs the company must provide clarity on what their
specific roles will be.
Q2
With the retirement of Mohit Gujral and Rajeev Talwar the company proposes to
redesignate Devinder Singh as Wholetime Director and CEO from 11 June 2021 till
the end of his tenure on 30 November 2022. Devinder Singh was paid a
remuneration of Rs 48. 1 mn including commission for FY21. His proposed pay for
Re-designate Devinder Singh (DIN: 02569464) as FY22 is estimated in a range of ~ 55. 7 – 80. 0 mn based on past trends. The
Chief Executive Officer and Whole-time Director company has not given any information as regards the commission payable. It has
from 11 June 2021 till the end of his tenure 30 been left to the discretion of the NRC / board. The proposed remuneration is
November 2022 and to fix his remuneration commensurate with the size and complexity of the business and in line with that
paid to peers in the industry. As a good practice the company must disclose the
components of remuneration structure and the basis for performance pay. We
expect the company to be judicious in its payouts as in the past. Further with two
CEOs the company must provide clarity on what their specific roles will be.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Savitri Devi Singh, 36, represents the promoter family on board. She is BSc in
Economics from the Wharton School at the University of Pennsylvania, where she
graduated in Real Estate and Management. She did her internship training with
VORNADO Realty Trust, USA. She has international exposure in strategy, project
Appoint Ms. Savitri Devi Singh (DIN: 01644076)
31-Aug-2021 D L F LTD. AGM Management For For development, leasing and marketing in Office and Retail Real Estate. Shareholders
approved the had appointment of Ms. Savitri Devi Singh as Executive Director -
London Office, however, she did not take up the employment and the same has
become infructuous. She has completed education and was being groomed to take
this position and she would eventually run one part of business.
Q2
Ms. Anushka Singh, 34, has varied experience in residential development,
hospitality operations, sales & marketing and strategic guidance. Is BSc. In
Appoint Ms. Anushka Singh (DIN: 03324893) as Economics from the Wharton School at the University of Pennsylvania, where she
Director liable to retire by rotation graduated in Real Estate and Management. She has completed education and was
being groomed to take this position and she would eventually run one part of
Q2 business.
31-Aug-2021 WELSPUN CORP LTD. AGM Management For For
Declare final dividend of Rs. 5.0 per equity share The total dividend for FY21 is Rs. 5. 0 per share and total dividend outflow is Rs. 1.
Q2 (face value Rs.5) 3 bn, and dividend payout ratio is 13. 0%.
Reappoint Rajesh Mandawewala (DIN: 00007179),

Mr Rajesh has attended more than 2/3rd of teh board meeting in last FY as well in
31-Aug-2021 WELSPUN CORP LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
last 3 years. His experience is usefull to the company.
Q2
Dipali Goenka, 52, is the CEO and Joint Managing Director of Welspun India
Appoint Dipali Goenka (DIN: 00007199) as Non-
Limited and a part of the promoter family. She is on the board of several other
31-Aug-2021 WELSPUN CORP LTD. AGM Management Executive Non-Independent Director, from 20 For For
Welspun group entities; we expect that these will likely fold into her job
October 2020, liable to retire by rotation
Q2 description. She is liable to retire by rotation.
Desh Raj Dogra, 66, and Former Managing Director of Care Ratings Limited has
Reappoint Desh Raj Dogra (DIN: 00226775 as been on the board since February 2017. He is well versed with the financial sector
31-Aug-2021 WELSPUN CORP LTD. AGM Management Independent Director for four years from 10 For For and in credit administration with over 40 years of experience. During FY21, he
February 2022 attended all 11 board meetings held and his reappointment is in line with statutory
Q2 requirements.
Mr. BK Goenka has played pivotal role in shaping up of Welspun Group
Approve commission of 1% of consolidated net companies. 1% commission of consolidated net profit seems fair given his
31-Aug-2021 WELSPUN CORP LTD. AGM Management profit to Balkrishan Goenka as Non-Executive For For contribution to the group. Given increasing global presence of Welspun Corp,
Chairperson for FY22 commission linked to consolidated net profit seems appropriate than earlier method
Q2 of linking it to shandalone net profit.
Approve remuneration of Rs. 750,000 to Kiran J. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Mehta & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Approve private placement of non-convertible
31-Aug-2021 WELSPUN CORP LTD. AGM Management For For The proposed will be within the overall borrowing limits of Rs. 25 bn.
Q2 debentures/ commercial paper of up to Rs.5 bn
The board of Welspun Corp has approved the acquisition of Welspun Steel
Limited’s steel business and Welspun Specialty Solutions Limited’s Anjar TMT
Steel Private Limited (ATSPL) (100%) and Welspun Captive Power Generation
Approve granting loan, giving guarantee or
Limited for an aggregate consideration of Rs. 3. 6 bn from 1 April 2021. While the
providing security in respect of specified loans not
acquisition is currently getting its regulatory approvals, the company proposes to
31-Aug-2021 WELSPUN CORP LTD. AGM Management exceeding Rs. 2.6 bn to Welspun Steel Limited and For For
extend financial support to the companies. The credit support to the extent of Rs. 2.
/ or Welspun Specialty Solutions Limited under
6 bn is small in the context of the company’s revenue and profitability. Although
Section 185 of the Companies Act, 2013
the tenure of the loan is flexible, the company confirms that the transactions will be
at arm’s length pricing. The company should have provided more specific
disclosures with respect to the expected credit support.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
related issues raised, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting principles and
Indian Accounting Standards (IND-AS). We note that SEBI vide its order dated
Adoption standalone and consolidated financial
November 2020 issued a show cause notice to the company regarding certain
statements for the year ended 31 March 2021 with
31-Aug-2021 INTERGLOBE AVIATION LTD AGM Management For For related party transactions undertaken prior to obtaining approval from the audit
the reports of the Board of Directors and the
committee. The company’s application for settlement of the adjudication
Auditors thereon
proceedings, was accepted by SEBI, and a Settlement Order was issued.
Accordingly, the company, while neither admitting nor denying the alleged
violations, paid an amount of Rs. 21. 03 mn after which the adjudication
proceedings have concluded.
Q2
Rakesh Gangwal, 68, is part of the promoter group and former CEO of US
Reappoint Rakesh Gangwal (DIN: 03426679) as Airways. Along with his family, he holds 23. 05% of the company’s equity. He has
31-Aug-2021 INTERGLOBE AVIATION LTD AGM Management For For
Director liable to retire by rotation attended all 11 board meetings in FY20 and all 12 board meetings in FY21. His
Gregg Saretsky, 61, was President and CEO of WestJet, Calgary, Alberta (Canada)
for 8 years till June 2018. Prior to WestJet, he was with Alaska Airlines, Seattle,
Appoint Gregg Albert Saretsky (DIN: 08787780) as Washington in various positions till he retired as COO. Presently, he is associated
Non-Executive Director and nominee of the IGE with the Fort McMurray/ Wood Buffalo Economic Development Corporation, Fort
31-Aug-2021 INTERGLOBE AVIATION LTD AGM Management For For
group, liable to retire by rotation, from 1 October McMurray, AB as Director and Chairman of the Board (since June 2018);
2020 RECARO Holding GmbH, Stuttgart, Germany as Director, Advisory Board (since
October 2018) and SABRE Corporation, Dallas (since July 2020). His appointment
is in line with statutory requirements.
Q2
We have relied upon the auditors’ report, which has raised concerns on the trade
receivables due from one customer in the books of Indus Towers Limited, a joint
venture company. They have also raised concerns on the effect on business
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management For For operations and financial position of Indus Towers Limited on account of the
customer’s ability to continue as a going concern. Except for the above issue, the
and Indian Accounting Standards (IND-AS).
Q2
Rakesh Bharti Mittal, 65, is the Vice Chairperson of Bharti Enterprises and part of
the promoter group. He is also the Chairperson of Bharti AXA Life Insurance,
Reappoint Rakesh Bharti Mittal (DIN: 00042494)
Bharti AXA General Insurance and FieldFresh Foods, Bharti group companies. He
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management as a Non-Executive Non-Independent Director, For For
was appointed on the company’s board in January 2016. He has attended 100% (7
out of 7) board meetings in FY21. He retires by rotation and his reappointment is in
line with the statutory requirements.
Q2
Tao Yih Arthur Lang, 49, is the CEO, International of Singtel Group. His main
responsibilities are to oversee the growth of the Group’s regional associates across
Africa, India, Indonesia, the Philippines, and Thailand, strengthen its relationship
Appoint Tao Yih Arthur Lang (DIN: 07798156) as
with overseas partners, and drive regional initiatives, such as the mobile financial
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management a Non-Executive Non-Independent Director from For For
services and gaming businesses, for scale and synergies. He has attended all three
27 October 2020, liable to retire by rotation
board meetings after his appointment on 27 October 2020. He is liable to retire by
rotation and his appointment as a Non-Executive Non-Independent Director is in
Q2
Ms. Nisaba Godrej, 43, is the Chairperson and Managing Director of Godrej
Consumer Products Limited (“GCPL”). She has been involved in GCPL’s strategy
Appoint Ms. Nisaba Godrej (DIN: 00591503) as an
and transformation for over a decade. She Holds a B. Sc. From The Wharton
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management Independent Director for a five-year term from 4 For For
School, University of Pennsylvania, and an MBA from Harvard Business School.
August 2021
Her appointment as an Independent Director is in line with the statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sunil Bharti Mittal, 63, is the Executive Chairperson, Bharti Airtel Ltd. The
company seeks to reappoint him as Executive Chairperson for five years from 1
October 2021: he will continue to remain Executive Chairperson till SEBI
regulations permit. The company has disclosed that there was an adjustment in
Sunil Mittal’s FY21 remuneration on account of his enhanced role and duties
Reappoint Sunil Bharti Mittal (DIN: 00042491) as
towards overseas operations. From 1 April 2020, his total remuneration of Rs. 300.
Executive Chairperson for five years from 1
0 mn was split between the listed company and the subsidiaries, where around 50%
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management October 2021 and fix his remuneration for three For For
of aggregate remuneration will be paid from subsidiaries: the company has clarified
years from 1 October 2021 as minimum
that this structure will be applicable over his new term as well. His estimated FY22
remuneration
remuneration is Rs 317. 9 mn: of which Rs. 167. 9 mn is from Bharti Airtel Limited
and ~Rs. 150. 0 mn is expected to be paid from the subsidiaries. His remuneration
has remained flat in the last five years. While competitive dynamics have impacted
performance, Bharti Airtel has managed to retain its market share. His remuneration
is in line with the size and complexity of the business.
Q2
The company last paid commission to non-executive directors and independent
directors in FY18, aggregating Rs. 67. 5 mn. The company did not pay any
Approve payment of commission to Non-Executive commission in FY19 and FY20 as the company had posted losses. The company
Directors upto 1% of EBITDA capped at Rs. 250.0 proposes to pay a commission upto Rs 250. 0 mn for each of the three years from 1
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management For For
mn in the event of no profits/inadequate profits for April 2020 in case of inadequate profits or losses. We believe the company will not
three years from 1 April 2020 reach the proposed limit considering the remuneration limits disclosed in the
remuneration policy. We expect the company to be judicious in paying commission
to the non-executive directors, in line with its past track record.
Q2
Ratify remuneration of Rs. 1.25 mn for Sanjay The total remuneration proposed is reasonable compared to the size and scale of the
31-Aug-2021 BHARTI AIRTEL LTD. AGM Management For For
Q2 Gupta & Associates as cost auditors for FY22 company’s operations.
We believe that a comprehensive review of the financials of a company is a critical

SUN PHARMACEUTICAL Adoption of standalone and consolidated financial exercise which often requires first-hand information and proper due diligence. We
INDS. LTD. statements for the year ended 31 March 2021 do not comment on resolutions for adoption of financial statements, given the
limited time between receipt of the annual report and the shareholder meeting.
Q2
SUN PHARMACEUTICAL The total dividend outflow for FY21 is Rs. 18. 0 bn. The dividend payout ratio is
31-Aug-2021 AGM Management declare final dividend of Rs. 2.0 per equity share For For
INDS. LTD. 84. 1% as compared to 29. 9% last year.
Q2 (face value Re. 1.0)
Dilip Shanghvi, 66, is the promoter and Managing Director of the company. He
SUN PHARMACEUTICAL Reappoint Dilip Shanghvi (DIN: 00005588) as
31-Aug-2021 AGM Management For For attended all four board meetings in FY21. He retires by rotation and his
INDS. LTD. Director liable to retire by rotation
Kalyanasundaram Subramanian, 67, has been associated with Sun Pharma since
SUN PHARMACEUTICAL Reappoint Kalyanasundaram Subramanian (DIN: January 2010 and has been Whole-time director on the board since February 2017.
INDS. LTD. 00179072) Director liable to retire by rotation He retires by rotation and his reappointment is in line with all statutory
Q2 requirements.
Approve appointment and remuneration of Rs. 2.65
SUN PHARMACEUTICAL mn (plus service tax and out of pocket expenses) for The proposed remuneration to be paid to the cost auditor in FY22 is reasonable
INDS. LTD. B M Sharma & Associates, as cost auditors for compared to the size and scale of operations.
Q2 FY22
Kalyanasundaram Subramanian, 67, has been associated with Sun Pharma since
January 2010 and been Whole-Time director on the board since February 2017.
Reappoint Kalyanasundaram Subramanian (DIN:
Prior to this, he spent 22 years with GSK in various parts of the world. He is a
SUN PHARMACEUTICAL 00179072) as Whole-time Director for a period of
31-Aug-2021 AGM Management For For Chemistry graduate and a Chartered Accountant from India with 42 years of
INDS. LTD. two years from 14 February 2021 and fix his
experience, of which some 35 years were in the pharmaceutical industry. His
remuneration as minimum remuneration
estimated FY22 remuneration at Rs. 100. 8 mn is in line with the remuneration paid
to peers and commensurate with the size of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sailesh T. Desai, 67, was reappointed as Whole-Time director for a period of five
years from 1 April 2019. Further, a maximum remuneration of Rs. 18. 0 mn to be
Approve remuneration of Sailesh T. Desai (DIN:
paid to him was approved for three years from 1 April 2019 to 31 March 2022. The
SUN PHARMACEUTICAL 00005443) as Whole-time Director for a period of
31-Aug-2021 AGM Management For For company proposes to fix his remuneration from 1 April 2022 till 31 March 2024.
INDS. LTD. two years from 1 April 2022 till 31 March 2024 as
He was paid a remuneration of Rs. 16. 8 mn. His maximum estimated FY22
remuneration at Rs. 22. 4 mn is in line with the remuneration paid to peers and
commensurate with the size of the company’s operations.
Q2
Dr. Pawan Goenka, 67, is the former Managing Director and CEO of Mahindra &
Appoint Dr. Pawan Goenka (DIN: 00254502) as Mahindra Limited. He worked at General Motors R&D Centre in Detroit, U. S. A.
SUN PHARMACEUTICAL
31-Aug-2021 AGM Management Independent Director for a period of five years from For For From 1979 to 1993. Thereafter, he joined Mahindra & Mahindra Ltd. , as General
INDS. LTD.
21 May 2021 Manager (R&D) and retired as the Managing Director in April 2021. His
Q2
Ms. Rama Bijapurkar, 64, is an independent management consultant working in
Appoint Ms. Rama Bijapurkar (DIN: 00001835) as business and market strategy and co-founder of think tank and fact tank People
SUN PHARMACEUTICAL
31-Aug-2021 AGM Management Independent Director for a period of five years from For For Research on India's Consumer Economy. She is a visiting faculty at IIM
INDS. LTD.
21 May 2021 Ahmedabad and has two decades of experience in market research and management
consulting companies. Her appointment is in line with statutory requirements.
Q2
Given that the role and responsibilities of the Non-executive Directors, including
SUN PHARMACEUTICAL Independent Directors, has become more onerous, requiring greater time
31-Aug-2021 AGM Management Directors upto 1% of net profits for a period of five For For
INDS. LTD. commitments, attention and a higher level of oversight, the company now proposes
years from FY22
to pay non-executive directors a commission of upto 1% of net profits from FY22.
Q2
HATSUN AGRO PRODUCTS Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
01-Sep-2021 AGM Management For For
In FY21, Hatsun Agro has paid an interim dividend of Rs. 8. 00 per equity share of
HATSUN AGRO PRODUCTS face value Re. 1. 0 each which included a special dividend of Rs 4. 0 on account of
01-Sep-2021 AGM Management share (FV of Re.1.0 each) including a special For For
LTD. Golden Jubilee celebrations of the company. The total dividend outflow for FY21 is
dividend Rs. 4.0 per share for FY21
Q2 Rs. 1. 3 bn and the payout ratio is 52. 5%.
K S Thanarajan, 72, is former Joint Managing Director, Hatsun Agro Product. He

HATSUN AGRO PRODUCTS Reappoint K S Thanarajan (DIN: 00012285) as
01-Sep-2021 AGM Management For For has been in the dairy business for more than 20 years. He has attended all the board
meetings in FY21. His reappointment meets all statutory requirements.
Q2
D Sathyanarayan, 62, has more than three decades of experience in handling factory
HATSUN AGRO PRODUCTS Reappoint D Sathyanarayan (DIN: 08489439) as operations, food safety, quality control aspects and setting up of new plants. He has
LTD. Director, liable to retire by rotation attended all the board meetings in FY21. His reappointment meets all statutory
Q2 requirements.
HATSUN AGRO PRODUCTS The total remuneration proposed to be paid to the cost auditors in FY22 is
01-Sep-2021 AGM Management Ramachandran & Associates as cost auditors for For For
LTD. reasonable compared to the size and scale of operations.
Q2 FY22
V R Muthu, 67, is Managing Director, V V V & Sons Edible Oils Limited. He is a

graduate in Commerce and has experience in business / commercial spheres over a
Appoint V R Muthu (DIN: 01908841) as
HATSUN AGRO PRODUCTS period of 20 years. He was appointed as an Additional Director to the board on 19
01-Sep-2021 AGM Management Independent Director for five years from 19 October For For
LTD. October 2020 and has attended two out of three meetings held during his tenure.
2020
We expect directors to attend all the board meetings. His appointment as an
Q2
Assuming the QIP issuance for the entire amount, Hatsun Agro will issue ~7. 45
To issue securities to Qualified Institutional Buyers
HATSUN AGRO PRODUCTS mn equity shares. This will lead to an overall dilution of ~3. 3% on the expanded
01-Sep-2021 AGM Management (QIB) through Qualified institutional placement For For
LTD. capital base. We believe the equity infusion will help support the company’s growth
(QIP) for an amount not exceeding Rs. 7.0 bn
Q2 plans.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The subscribed and fully paid up equity share capital of the company as on 31
March 2021 was Rs 215. 6 mn. We understand that the company proposes to
increase the authorized share capital from Rs 300. 0 mn (250. 0 mn equity shares of
Approve increase in authorised share capital of the
Re. 1. 0 each and 0. 5 mn redeemable or convertible preference shares of Rs 100. 0
HATSUN AGRO PRODUCTS company to Rs. 400.0 mn from Rs 300.0 mn and
01-Sep-2021 AGM Management For For each) to Rs. 400. 0 mn (350. 0 mn equity shares of Re. 1. 0 each and 0. 5 mn
LTD. consequently amend the Memorandum of
redeemable or convertible preference shares of Rs 100. 0 each) to accommodate the
Association (MoA)
raising of funds through issuance and allotment of equity shares on private
placement basis. The MoA is being altered to reflect the change in authorized share
capital of the company.
Q2
The company has long-term debt (including current maturities) of Rs. 14. 2 bn as on
31 March 2021: therefore, it has limited headroom to raise further debt under the
current limit of Rs. 15. 0 bn. The company proposes to increase the borrowing limit
HATSUN AGRO PRODUCTS Approve increase in borrowing limit to Rs. 18.0 bn
01-Sep-2021 AGM Management For For to Rs. 18. 0 bn to meet future fund requirement for its expansion plans and other
LTD. from 15.0 bn
requirements. The proposed borrowing limit of Rs. 18. 0 bn is 1. 8x of the net
worth. The company has a credit rating of CRISIL A+/Stable/CRISIL A1 which
denotes a high degree of safety regarding timely servicing of financial obligations.
Q2
Create a charge / mortgage on the assets against
HATSUN AGRO PRODUCTS Secured loans generally have easier repayment terms, less restrictive covenants, and
01-Sep-2021 AGM Management borrowings of upto Rs. 18.0 bn raised / to be raised For For
LTD. lower interest rates.
Q2 from lenders
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management For For
Kaushal Shah, 42, is Whole-time director of the company. He attended 50% (2/4)
Reappoint Kaushal Shah (DIN: 01229038) as board meetings since his appointment on 4 August 2020: we expect directors to
Director, liable to retire by rotation take their responsibilities seriously and attend all board meetings. He retires by
Q2
Reappoint Deloitte Haskins & Sells LLP as
statutory auditors for a period of four years from
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management For For Reappointment is in-line with statutory requirements.
FY22 and authorize the board to fix their
Q2 remuneration
Q2 Kiran J Mehta & Co as cost auditors for FY22 company’s operations.
Rajeev Dalal, 64, is a member of the Institute of Company Secretaries of India and
a Law and Commerce Graduate from Bombay University. He has over 35 years of
Appoint Rajeev Dalal (DIN: 00222650) as
experience. He was a transactions Partner at Ernst & Young LLP since 2002. Prior
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management Independent Director for a period of five years from For For
to that, Rajeev Dalal cofounded Ind Global Finance Trust (IGFT) in 1990 which
19 December 2020
was acquired by Arthur Andersen in the year 2000. His appointment is in line with
Q2
Ms. Kalpana Unadkat, 51, is a qualified Solicitor registered with the Bombay
Appoint Ms. Kalpana Unadkat (DIN: 02490816) as
Incorporated Law Society and the Law Society of England & Wales and is
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management Independent Director for a period of five years from For For
presently a Partner with Khaitan & Co. Prior to that she worked at the London
5 January 2021
offices of Ashurst LLP. Her appointment is in line with statutory requirements.
Q2
Ms. Vijaya Sampath, 68, holds more than 35 years of experience in legal and
secretarial functions including governance and ethics. She has been an independent
director on the board of Eris since February 2017. She was the senior partner in
Reappoint Ms. Vijaya Sampath (DIN: 00641110) as corporate law practice of Lakshmikumaran & Sridharan till August 2017 and is
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management Independent Director for a period of five years from For For currently self-employed. She previously worked with the Indian Aluminium
3 February 2022 Company and was also associated with Bharti Airtel Limited for eight years as
Group General Counsel and Company Secretary. She attended all six board
meetings in FY21. He reappointment or a further period of five years is in line with
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Amit Bakshi, 46, is the promoter and CMD of the company. He oversees the
company’s business with special focus on enhancing patient engagement and
architecting total healthcare solutions. He was paid a remuneration of Rs. 26. 7 mn
which represents 87. 6x the median employee remuneration. We raise concern over
Reappoint Amit Bakshi (DIN: 01250925) as
the composition of the NRC where Amit Bakshi is also a member. However, we
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management Managing Director for a period of five years from 1 For For
take comfort in the fact that all components of his remuenration, fixed and variable,
April 2021 and fix his remuneration
have been capped. His maximum proposed FY22 remuneration at Rs. 50. 0 mn is in
line with the remuneration paid to peers and is commensurate with the size of the
company’s operations. The company must disclose the performance metrics that
Q2
Krishnakumar Vaidyanathan, 47, is Chief Operating Officer of the company. He
holds an MBA in Finance from IIM Calcutta and a B. Tech from VJTI, Bombay
Appoint Krishnakumar Vaidyanathan (DIN: University. Prior to joining Eris, he was a Corporate Finance Partner with Ernst &
08976508) as Director, liable to retire by rotation Young LLP for nine years and has also worked with Avendus Capital, Piramal
Pharma Solutions and McKinsey & Company. His appointment as Director, liable
to retire by rotation, is in line with all statutory requirements.
Q2
Krishnakumar Vaidyanathan was paid a remuneration of Rs. 35. 7 mn (including
joining bonus of Rs. 20. 0 mn) which represents 116. 9x the median employee
Appoint Krishnakumar Vaidyanathan (DIN: remuneration. His proposed remuneration is completely fixed in nature and has no
08976508) as Executive Director for a period of linkage to company performance. We believe the company must include a
five years from the FY21 AGM and fix his component of performance-based variable pay in his remuneration to link pay with
remuneration performance. Notwithstanding, his overall remuneration has been capped at Rs. 45.
0 mn and is commensurate with the size of the company’s operations. Further, he is
a professional whose skills and experience carry a market value.
Q2
Inderjeet Singh Negi, 50, is part of the promoter group and has been the Executive
Director on the board since the company’s inception. He is responsible for driving
supply chain and sales administration in line with the overall strategic direction of
Reappoint Inderjeet Singh Negi (DIN: 01255388)
the company. Inderjeet Singh Negi was paid a remuneration of Rs. 11. 6 mn which
01-Sep-2021 ERIS LIFESCIENCES LTD AGM Management as Executive Director for a period of five years from For For
represents 38. 03x the median employee remuneration. The company has capped all
1 April 2021 and fix his remuneration
components of his remuneration structure. His proposed FY22 remuneration at Rs.
13. 0 mn is in line with the remuneration paid to peers and commensurate with the
size of the company’s operations.
Q2
Under the ESOP 2021 scheme, the company proposes to grant 1,358,630 options.
The overall dilution of the entire scheme is expected to be 1. 0% on the expanded
Approve Eris Lifesciences Limited Employee Stock capital base. The stock options will be granted at a price of 80% of the closing price
Option Plan 2021 (ESOP 2021) under which up to prior to the date of grant. The vesting period will be not more than four years from
~1.4 mn options will be granted at a maximum the date of grant. At a 20% discount to the current market price of Rs. 738. 7
discount of 20% of market price (closing market price on 13 August 2021), the company will bear an estimated
annual cost of Rs. 90. 7 mn (2. 6% of FY21 Consolidated PAT). The scheme will
align employee interests with those of shareholders.
Q2
02-Sep-2021 IPCA LABORATORIES LTD. AGM Management For For
Confirm interim dividend of Rs. 8.0 per equity share The total dividend outflow for FY21 is Rs. 1. 0 bn. The dividend payout ratio is 8.
Q2 of face value Rs. 2.0 each 9% in FY21 vs 9. 7% in FY20.
Prashant Godha, 46, part of the promoter family, is the Whole Time Director of the
Reappoint Prashant Godha (DIN: 00012759) as
02-Sep-2021 IPCA LABORATORIES LTD. AGM Management For For company. He attended all six board meetings in FY21. He retires by rotation and his
Premchand Godha, 74, part of the promoter family, is the Chairperson and MD of
Reappoint Premchand Godha (DIN: 00012691) as
02-Sep-2021 IPCA LABORATORIES LTD. AGM Management For For the company. He attended all six board meetings in FY21. He retires by rotation and
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Prashant Godha, 46, is part of the promoter family and has been on the board since
August 2011 and has over two decades’ experience in the pharmaceuticals
marketing and general management. He was paid a remuneration of Rs. 30. 4 mn in
Reappoint Prashant Godha (DIN: 00012759) as
FY21 representing 97x the median employee remuneration. His remuneration over
02-Sep-2021 IPCA LABORATORIES LTD. AGM Management Whole-Time Director for a period of five years from For For
the past five years has been aligned to the performance of the company and the
16 August 2021 and fix his remuneration
proposed FY22 remuneration at Rs. 42. 1 mn is in line with that paid to industry
peers. Further, all components of his remuneration are capped in absolute terms
which is a good practice.
Q2
Approve remuneration of Rs. 0.7 mn to ABK & The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
03-Sep-2021 A I A ENGINEERING LTD. AGM Management For For
The total dividend outflow for FY21 is Rs. 848. 9 mn and the dividend payout ratio
Declare final dividend of Rs. 9 per equity share is 17. 5% of standalone PAT and 15. 0% of consolidated PAT, in line with the
(face value of Rs. 2.0) for FY21 target payout ratio of 10%-25% of consolidated PAT stated in the dividend
Q2 distribution policy.
Reappoint Ms. Bhumika S. Shodhan (DIN: Ms. Bhumika S. Shodhan, 41, is part of the promoter group and has been on the
03-Sep-2021 A I A ENGINEERING LTD. AGM Management 02099400) as Non-Executive Non-Independent For For board for past six years. She attended 100% board meetings held in FY21 (4/4). She
Director, liable to rotation retires by rotation and her reappointment is in line with the statutory requirements.
Q2
Bhadresh K. Shah, 69, is part of the promoter group and has been on the board
Reappoint Bhadresh K. Shah (DIN: 00058177) as
since 1991. He was last appointed as MD for five years from 1 October 2016 at the
Managing Director for five years from 1 October
2016 AGM. We estimate his proposed annual remuneration at Rs. 15. 3 mn; he was
03-Sep-2021 A I A ENGINEERING LTD. AGM Management 2021, fix his remuneration and approve continuation For For
paid Rs. 8. 1 mn as remuneration for FY21, which was 19. 6x times the median
of his directorship after he attains 70 years of age on
employee remuneration. His remuneration is comparable to peers and
6 October 2021
commensurate to the size and the complexity of the business.
Q2
Welcast Steel Ltd. Is a contract manufacturer for AIA. The company believes that
Approve related party transactions upto Rs. 2.9 bn
the purchase of goods from WSL may exceed the threshold limit of 10% of annual
03-Sep-2021 A I A ENGINEERING LTD. AGM Management with Welcast Steels Ltd., a 74.85 % subsidiary for For For
consolidated turnover in FY21. The transactions will be in the ordinary course of
purchase of goods in FY22
Q2 business and at arm’s length.
Ratify remuneration of Rs. 0.4 mn payable to Kiran The total remuneration proposed is reasonable compared to the size and scale of the
Q2 J. Mehta as cost auditors for FY22 company’s operations.
Approve payment of commission upto 1.0% of net As per co. This is an enabling resolution to avoid repeated approvals. Given their
03-Sep-2021 A I A ENGINEERING LTD. AGM Management profits to Non-Executive Directors from 1 April For For track record we believe that they are unlikely to pay large sums to NEDs. We have
2021 requested the co. To put an expiry date on such approvals in future.
Q2
JPL has stable operations and is a cash generating business. The business has
Approve sale of JSPL’s 96.4% equity stake in Jindal
sustainable debt, which has been managed by the cash flows from the business
Power Limited (JPL), to Worldone Private Limited
itself. The revised structure is simpler and removes all financial linkage between
JINDAL STEEL & POWER (WPL), a promoter-owned entity for an equity
03-Sep-2021 EGM Management For For JSPL, and JPL post the divestment. We would have preferred a de-merger to an
LTD. valuation of Rs. 30.15 bn, and setting of existing
outright sale. However, clean sale compared to the structure proposed earlier and
ICDs and capital advances against redeemable
upfront cash realisation helps cement JSPL's balance sheet and brings focus on
preference shares
Q2 growing the steel business.
Approve material related party transaction for
JINDAL STEEL & POWER divestment of the 96.4% equity shareholding and
03-Sep-2021 EGM Management For For Technically necessary to enable the transaction in Res #1.
LTD. preference shares in Jindal Power Limited (JPL) to
Q2 Worldone Private Limited (WPL)
MULTI COMMODITY Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
EXCHANGE OF INDIA LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
MULTI COMMODITY Declare final dividend of Rs. 27.6 per equity share Total dividend outflow will aggregate to Rs. 1,407. 6 mn. Payout ratio is 74. 9% of
EXCHANGE OF INDIA LTD. (Face value: Rs. 10.0 per share) for FY21 the standalone PAT.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Hemang Raja, 62, is the former MD, Ritchie Capital, a part of Credit Suisse Private
Equity. He has been on the board of the company since 30 June 2016. He has
MULTI COMMODITY Reappoint Hemang Harish Raja (DIN: 00040769)
03-Sep-2021 AGM Management For For attended all board meetings held in FY21. His five-year tenure will provide some
EXCHANGE OF INDIA LTD. as Director, liable to retire by rotation
institutional memory to the otherwise relatively new board. He retires by rotation;
Q2
Vivek Krishna Sinha, 57, heads the Department of Storage and Marketing of
MULTI COMMODITY Appoint Vivek Krishna Sinha (DIN: 08667163) as a NABARD as Chief General Manager. He was a Faculty Member at the Bankers
EXCHANGE OF INDIA LTD. Shareholder Director Institute of Rural Development (BIRD), Lucknow. His appointment is in line with
Mohan Narayan Shenoi, 63, was the Chief Operating Officer of Kotak Mahindra
MULTI COMMODITY Appoint Mohan Narayan Shenoi (DIN: 01603606) Bank. He is currently working as a consultant and also an honorary senior advisor
EXCHANGE OF INDIA LTD. as a Shareholder Director to International Financial Services Centre Authority (GIFT City), Gujarat. His
Q2
We have relied upon the auditors’ report, which has drawn attention to the impact
of Scheme of Amalgamation between the company and its wholly owned
subsidiaries i. E Strides Emerging Market Limited, Arrow Remedies Private
STRIDES PHARMA SCIENCE Adoption of Standalone and Consolidated financial
03-Sep-2021 AGM Management For For Limited and Fagris Medica Private Limited on the FY20 financials which have
LTD statements for the year ended 31 March 2021
accordingly been restated. Except for this, the auditors are of the opinion that the
STRIDES PHARMA SCIENCE Declare dividend of Rs. 2.5 per equity share of Rs. The total dividend outflow for FY21 is Rs. 224. 2 mn. The dividend payout ratio is
Q2 LTD 10.0 each 28. 7%.
Reappoint Deepak Vaidya (DIN: 00337276) as a Deepak Vaidya, 76, is the former Country Head, India, of Schroder Capital Partners
STRIDES PHARMA SCIENCE
03-Sep-2021 AGM Management Non-Executive Non-Independent Director liable to For For (Asia) Limited. He attended all nine board meetings in FY21. He retires by rotation.
LTD
Q2 retire by rotation Reappointment is inline with statutory requirements.

STRIDES PHARMA SCIENCE The proposed remuneration to be paid to the cost auditor in FY21 is reasonable
03-Sep-2021 AGM Management and out of pocket expenses) for Rao, Murthy & For For
LTD compared to the size and scale of operations.
Q2
Adoption of standalone and consolidated financial of COVID-19 pandemic on the financial statements. Except for the COVID related
03-Sep-2021 PNB HOUSING FINANCE LTD AGM Management For For
statements for the year ended 31 March 2021 issues, the auditors are of the opinion that the financial statements are prepared in
Q2
CH SS Mallikarjuna Rao, 59, is the Managing Director & CEO of Punjab National
Reappoint CH SS Mallikarjuna Rao (DIN: Bank and the Chairperson of PNB Housing’s board. He is serving on the board
03-Sep-2021 PNB HOUSING FINANCE LTD AGM Management 07667641) as Non-Executive Non-Independent For For since 20 December 2019. He has attended 100% (9 out of 9) board meetings in
Director, liable to retire by rotation FY21. He retires by rotation and his reappointment is in line with statutory
Q2 requirements.
Sunil Kaul, 61, is the Managing Director of Carlyle Singapore Investment Advisors
Pte. And the head for Southeast Asia for Financial Services sector of the Carlyle
Reappoint Sunil Kaul (DIN:05102910) as a Non-
Asia Buyout advisory team. He is serving on the board as a nominee director since 5
03-Sep-2021 PNB HOUSING FINANCE LTD AGM Management Executive Non-Independent Director, liable to retire For For
March 2015: Carlyle owns 32. 2% equity in the company as on 30 June 2021. He
by rotation
has attended 100% (9/9) board meetings in FY21. He retires by rotation and his
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
B. R. Maheswari & Co. LLP were appointed as statutory auditors of the company in
the AGM of 2018 for a period of five years and have completed three years as
statutory auditors. As per the RBI-issued Guidelines for Appointment of Statutory
Central Auditors of Commercial Banks, UCBs and NBFCs, effective FY22,
statutory auditors have to be appointed for a term of three years. Further as per RBI
Guidelines, given that the PNB Housing’s asset size is more than the stipulated
Appoint T R Chadha & Co LLP as joint statutory
threshold of Rs. 150. 0 bn, it will need to appoint a minimum of two joint statutory
auditors for three years starting from the conclusion
03-Sep-2021 PNB HOUSING FINANCE LTD AGM Management For For auditors. Accordingly, PNB Housing proposes to appoint T R Chadha & Co. LLP
of the FY21 AGM and authorize the board to fix
as Joint Statutory auditors for three years from FY22. As per Regulation 36(5) of
their remuneration
SEBI’s LODR 2015, companies are mandated to disclose the terms of appointment/
company has not made any disclosures on the proposed audit fees. The auditor
remuneration was Rs 1. 8 mn for FY21 (excluding tax audit fees, limited review
fee, other services and reimbursement of out-of-pocket expenses); we expect the
company to fix audit fees at similar levels.
Q2
B. R. Maheswari & Co. LLP were appointed as statutory auditors of the company in
the AGM of 2018 for a period of five years and have completed three years as
statutory auditors of PNB Housing. As per RBI issued the Guidelines for
Appointment of Statutory Central Auditors of Commercial Banks, UCBs and
NBFCs, effective FY22, statutory auditors have to be appointed for a term of three
years. Further as per RBI Guidelines, given that the PNB Housing’s asset size is
Appoint Singhi & Co. as joint statutory auditors for
more than the stipulated threshold of Rs 150. 0 bn, it will need to appoint a
three years starting from the conclusion of the FY21
03-Sep-2021 PNB HOUSING FINANCE LTD AGM Management For For minimum of two joint statutory auditors. Accordingly, PNB Housing proposes to
AGM and authorize the board to fix their
appoint Singhi & Co. As Joint Statutory auditors for three years from FY22. As per
remuneration
Regulation 36(5) of SEBI’s LODR 2015, companies are mandated to disclose the
terms of appointment/ reappointment of auditors, including the remuneration
payable to them. The company has not made any disclosures on the proposed audit
fees. The auditor remuneration was Rs 1. 8 mn for FY21 (excluding tax audit fees,
limited review fee, other services and reimbursement of out-of-pocket expenses);
we expect the company to fix audit fees at similar levels.
Q2
The issue of NCDs/debt securities will be within the borrowing limits. The
company’s debt is rated CRISIL AA/Negative/CRISIL A1+ which indicates high
degree of safety regarding timely servicing of financial obligations. The capital
Issuance of non-convertible debentures (NCDs) or adequacy ratio as on 31 March 2021 is 18. 7% (Tier I – 15. 5%) against a minimum
03-Sep-2021 PNB HOUSING FINANCE LTD AGM Management other debt securities on a private placement basis up For For of 14. 0% as required by regulations for FY21. Debt levels in an NBFC are typically
to Rs. 350.0 bn for FY22 reined in by the regulatory requirement of maintaining a slated minimum capital
adequacy ratio. We understand that the company needs to raise debt capital in the
absence of clarity on the proposed infusion of funds by Carlyle Group and other
investors.
Q2
The company seeks to ratify transactions for FY21 and approve related party
transactions with its parent, Punjab National Bank. PNB Housing Finance is an
NBFC which carries out banking transactions, securitization, assignment of loans
Approve related party transactions with Punjab and also borrows funds from the banking system including its parent company,
National Bank Punjab National Bank. Notwithstanding, the company has provided neither a cap on
the transaction values nor a specific time for undertaking the transactions period.
While we understand that the transactions are critical for the business, we expect
the company to cap such transactions in absolute amounts.
Q2
In the last four years, the company paid commission to independent directors
Approve payment of commission to Non-Executive ranging from Rs. 7. 0 mn to 12. 0 mn, which is 0. 06% to 0. 15% of standalone
Non-Nominee Directors and Independent Directors PBT each year. The proposed commission to Non-Executive Non-Nominee
upto 0.25% of the net profits for five years from directors and Independent directors is reasonable and in line with market practices.
FY22 However, the company must consider setting a cap in absolute terms on the
Q2 commission payable.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has a qualified opinion on non
provision for possible shortfall in the value of the assets of the Provident Fund Trust
managing the holding company’s defined benefit plan. The auditor states that in the
absence of sufficient evidence regarding eventual repayment of unsecured
investments of Rs. 1. 7 bn in bonds by the NBFC Companies, the auditor is unable
to comment on the appropriateness or otherwise of management’s position
regarding the non-provisioning of the possible shortfall in the value of the assets of
03-Sep-2021 TEAMLEASE SERVICES LTD AGM Management For For the PF Trust and the consequential impact on the standalone and consolidated Ind
AS financial statements and financial position of the group as at and for the year
ended 31 March 2021. However, the management, in consultation with its
PF Trust’s investment advisor, is of the
view that the current reserves of the Trust
and future MTM gains including on equity
investments will be sufficient to absorb
any potential shortfall in Trust accounts. Thus, voting in favor of the resolution.
Q2
Q2
Adoption of the report of the board of directors for
Q2
Manish Sabharwal, 51, is the Chairperson and Co-Founder of TeamLease Services
Reappoint Manish Mahendra Sabharwal (DIN:
03-Sep-2021 TEAMLEASE SERVICES LTD AGM Management For For Limited. He has been on the board since February 2000 and has attended all the
Q2 board meetings in FY21.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mekin Maheshwari, 41, is the Founder and CEO, Udhyam Learning Foundation
and Co-founder of GAME (Global Alliance for Mass Entrepreneurship). He is also
Appoint Mekin Maheshwari (DIN: 03621431) as
an angel investor for non-profit, social and tech start-ups. In the past he worked
03-Sep-2021 TEAMLEASE SERVICES LTD AGM Management Independent Director for five years from 9 June For For
with Flipkart wherein he held several roles including, Head of Engineering,
2021
established two small start-ups within Flipkart and the role of Chief People Officer.
Q2
Ms. Meenakshi Nevatia, 50, is the Managing Director of Stryker India. In the past
she has been with Novartis for 15 years where in she has served as in roles such as
Appoint Ms. Meenakshi Nevatia (DIN: 08235844)
sales, marketing and business leadership positions across geographies including
03-Sep-2021 TEAMLEASE SERVICES LTD AGM Management as Independent Director for five years from 28 July For For
Switzerland, UK, Spain, Hong Kong and Thailand. Her last role in Novartis was as
2021
Country President and Pharma Division head for Novartis in Thailand. Her
Q2
Subramaniam Somasundaram, 60, was the Chief Financial Officer for Titan
Appoint Subramaniam Somasundaram (DIN: Company Limited till June 2021. He was with Titan for 10 years and prior to that
03-Sep-2021 TEAMLEASE SERVICES LTD AGM Management 01494407) as Independent Director for five years For For with the Telecom Industry for over 11 years where in he was CFO for BPL Mobile
from 28 July 2021 group, CEO for BPL Mobile operations in Mumbai and CFO of the Telecom
vertical in Essar group. His appointment is in line with statutory requirements.
Q2
The company in 2019 AGM received shareholder approval for creation and
implementation of Employees Stock Appreciation Rights 2019 (ESAR 2019) and in
2020 AGM, the company received shareholder approval to amend the ESAR 2019
to the extent of giving review and recommendatory powers to the nomination and
remuneration committee of the company and approval powers to the board of
Amend TeamLease Services Limited - Employees
03-Sep-2021 TEAMLEASE SERVICES LTD AGM Management For For directors of the company pertaining to the management and/or monitoring of the
Stock Appreciation Rights 2019 (ESAR 2019)
plan, and to ensure settlement of fractional shares should always be in cash. The
second amendment is for the increase in vesting period to not later than five years
from the Grant Date, as against the current four years. The ESAR’s as per the
scheme are to be granted at market price. The proposed amendments are in line
with market practices.
Q2
04-Sep-2021 AARTI DRUGS LTD. AGM Management For For
Harshit Savla, 58, is the Joint MD of the company. He attended 86% (6/7) board
Reappoint Harshit M. Savla (DIN: 00005340) as
04-Sep-2021 AARTI DRUGS LTD. AGM Management For For meetings in FY21. He retires by rotation and his reappointment is in line with
Q2 statutory regulations.
Prakash M. Patil was paid Rs. 34. 6 mn in FY21 which represented ~0. 9% of
consolidated PBT. The company must consider setting a cap in absolute terms on
the commission payable to him and disclose performance metrics that determine his
variable pay. Further, the company must consider disclosing median employee
Reappoint Prakash M. Patil (DIN: 00005618) as remuneration in order to establish the fairness of pay. We raise concern over the
04-Sep-2021 AARTI DRUGS LTD. AGM Management Managing Director for a period of five years w.e.f. 1 For For composition of the NRC that approved the remuneration – all the NRC members
June 2022 and fix his remuneration are conflicted: Bhavesh Vora and Vilas Gaikar have a tenure of over 10 years and
Prakash M. Patil belongs to the promoter group. Notwithstanding, his remuneration
over the last five years has been aligned with company performance and his
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Harshit M. Savla was paid Rs. 33. 6 mn in FY21 which represented ~0. 9% of
Reappoint Harshit M. Savla (DIN: 00005340) as remuneration in order to establish the fairness of pay. We raise concern over the
04-Sep-2021 AARTI DRUGS LTD. AGM Management Joint Managing Director for a period of five years For For composition of the NRC that approved the remuneration – all the NRC members
w.e.f. 1 June 2022 and fix his remuneration are conflicted: Bhavesh Vora and Vilas Gaikar have a tenure of >10 years and
Q2
Harit P. Shah was paid Rs. 33. 6 mn in FY21 which represented ~0. 9% of
Reappoint Harit P. Shah (DIN: 00005501) as remuneration in order to establish the fairness of pay. We raise concern over the
04-Sep-2021 AARTI DRUGS LTD. AGM Management Whole time Director for a period of five years w.e.f. For For composition of the NRC that approved the remuneration – all the NRC members
1 June 2022 and fix his remuneration are conflicted: Bhavesh Vora and Vilas Gaikar have a tenure of >10 years and
Q2
Uday M. Patil is part of the promoter group and has been the Executive Director on
the board since 2000. Uday M. Patil was paid a remuneration of Rs. 1. 5 mn. The
Increase the cap of remuneration payable to Uday company proposes to increase the cap on his remuneration to Rs. 3. 2 mn. His
04-Sep-2021 AARTI DRUGS LTD. AGM Management M. Patil (DIN: 01186406) to Rs. 3.2 mn p.a. from For For maximum proposed FY22 remuneration at Rs. 3. 2 mn is in line with the
Rs. 2.4 mn p.a. remuneration paid to peers and commensurate with the size of the company’s
operations. However, the company must consider disclosing median employee
remuneration in order to establish the fairness of pay.
Q2
The company is seeking shareholder approval to pay commission to Prakash M.

Patil (Chairperson, MD, and CEO), Rashesh C. Gogri (MD), Harshit M. Savla (Jt.
MD), and Harit P. Shah (WTD) up to 3. 2% of net profits in aggregate for their
respective remaining terms from 1 April 2022. In FY21, the directors received a
commission (Rs. 26. 3 mn each) which was 2. 8% of net profits and their overall
Approve payment of commission of 3.20% of the
remuenration (including aggregated Uday M Patil’s pay) to 3. 8% of consolidated
04-Sep-2021 AARTI DRUGS LTD. AGM Management net profit in aggregate to four executive directors For For
PBT. The aggregate managerial remuneration over the last five years has remained
from 1 April 2022 till the end of their tenure
less than 5% of consolidated PBT. The estimated FY22 remuneration to all
executive directors at Rs. 184. 5 mn is commensurate to the size and scale of the
business and is comparable to that paid to industry peers. Notwithstanding, the
company must consider setting a cap in absolute terms on the commission and
overall remuneration payable to directors.
Q2
Approve remuneration of Rs. 0.3 mn payable to The proposed remuneration to be paid to the cost auditor in FY21 is reasonable
04-Sep-2021 AARTI DRUGS LTD. AGM Management For For
GMVP & Associates LLP, cost auditors for FY22 compared to the size and scale of operations.
Q2
06-Sep-2021 SUNDARAM FINANCE LTD. AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
Q2
Sundaram Finance Limited proposes to declare a final dividend of Rs. 6. 0 per share
after paying an interim dividend of Rs 12. 0 per share for the year ending 31 March
06-Sep-2021 SUNDARAM FINANCE LTD. AGM Management declare final dividend of Rs. 6.0 per equity share For For
2021. The total dividend payment is Rs 18. 0 per share and dividend outflow is Rs.
2. 0 bn. The dividend pay-out ratio is 24. 7%.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks and NBFCs,
Sundaram Finance needs to appoint a minimum of two joint statutory auditors.
Therefore, the NBFC proposes to appoint B. K. Khare & Co. , and N. C. Rajagopal
Appoint B.K. Khare & Co., and N.C. Rajagopal &
& Co. For a period of three years as joint statutory auditors to the approval of the
06-Sep-2021 SUNDARAM FINANCE LTD. AGM Management Co., as joint statutory auditors for three years and to For For
RBI for each year during this tenure. The joint statutory auditors shall be paid
overall audit fees of Rs 29. 0 mn plus reimbursement of out-of-pocket expenses for
Q2
S. Ram, 81, represents the promoter family on the board. He is currently the
Reappoint S. Ram (holding DIN: 00018309) as Executive Chairperson of Wheels India. His reappointment is in line with statutory
06-Sep-2021 SUNDARAM FINANCE LTD. AGM Management For For
Director liable to retire by rotation requirements. The appointment is vide a Special Resolution as S. Ram has crossed
Q2 70 years of age.
S. Viji, 75, represents the promoter family on the board. He is currently Non-
Reappoint S. Viji (DIN: 0602484) as Director liable Executive Chairperson of the company. His reappointment is in line with statutory
06-Sep-2021 SUNDARAM FINANCE LTD. AGM Management For For
to retire by rotation requirements. The appointment is vide a Special Resolution as S. Viji has crossed
Q2 70 years of age.
HG INFRA ENGINEERING Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
HG INFRA ENGINEERING Approve final dividend of Rs. 0.8 per equity share The total dividend outflow for FY21 is Rs. 52. 1 mn and the payout ratio is 2. 5% of
Q2 LTD. of face value Rs. 10.0 each for FY21 standalone PAT.
Dinesh Kumar Goyal, 67, is an Executive Director of the company. He attended
HG INFRA ENGINEERING Reappoint Dinesh Kumar Goyal (DIN:02576453) as
06-Sep-2021 AGM Management For For 100% (5 out of 5) board meetings in FY21. He is liable to retire by rotation and his
Harendra Singh, 54. Is promoter and Managing Director of the company. His
proposed remuneration terms are open ended: there are no disclosures on whether
he will receive variable pay. Based on the company’s remuneration policy and his
Reappoint Harendra Singh (DIN: 00402458) as previous terms approved in the 2017 EGM, we estimate Harendra Singh’s FY23
HG INFRA ENGINEERING
06-Sep-2021 AGM Management Managing Director for five years from 15 May 2022 For For remuneration between Rs. 34. 5 mn and Rs. 43. 5 mn, which is in line with peers
LTD.
and fix his remuneration and reasonable for the size and scale of company’s operations. Based on the past
practice, we expect the NRC to be judicious while setting his future remuneration.
We expect the company to disclose performance metrics used to determine his pay
and set a cap on his overall remuneration.
Q2
Vijendra Singh, 56, is the promoter and Whole-time Director of the company. His
proposed remuneration terms are open ended: there are no disclosures on whether
he will receive variable pay. Based on the company’s remuneration policy and his
Reappoint Vijendra Singh (DIN: 01688452) as previous terms approved in the 2017 EGM, we estimate Vijendra Singh’s FY23
HG INFRA ENGINEERING
06-Sep-2021 AGM Management Whole-time Director for five years from 15 May For For remuneration between Rs. 17. 2 mn and Rs. 21. 7 mn, which is in line with peers
LTD.
2022 and fix his remuneration and reasonable for the size and scale of company’s operations. Based on the past
practice, we expect the NRC to be judicious while setting his future remuneration.
We expect the company to disclose performance metrics used to determine his pay
and set a cap on his overall remuneration.
Q2
Ashok Kumar Thakur, 67, is a former banker with 39 years of experience in the
Reappoint Ashok Kumar Thakur (DIN: 07573726)
HG INFRA ENGINEERING banking industry. He attended 100% (5 out of 5) board meetings in FY21. His
06-Sep-2021 AGM Management as an Independent Director for five years from 15 For For
LTD. reappointment as an Independent Director for five years meets all statutory
May 2022 to 14 May 2027
Q2 requirements.
At the current market prices, the company will have to issue ~5. 1 mn equity shares,
HG INFRA ENGINEERING Approve issuance of equity or equity linked resulting in an equity dilution of ~7. 3% on the post issuance share capital. The fund
LTD. securities aggregating up to Rs. 3.0 bn raise will help the company to further strengthen its balance sheet and remain
Q2 poised for future growth opportunities.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
HG INFRA ENGINEERING Ratify remuneration of Rs. 150,000 to Rajendra The remuneration to be paid to the cost auditor is reasonable compared to the size
LTD. Singh Bhati & Co as cost auditors for FY22 and scale of the company’s operations.
Q2
BRITANNIA INDUSTRIES Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
Jehangir Wadia, 48, is part of the promoter group and former Managing Director
Not fill casual vacancy caused by resignation of
BRITANNIA INDUSTRIES Bombay Dyeing Ltd. He retires by rotation at this AGM. He has not offered himself
06-Sep-2021 AGM Management Jehangir N Wadia (DIN: 00088831), as Non- For For
LTD. for re-appointment and the vacancy caused by his retirement will not be filled. This
will not have any material implications for board independence.
Q2
Appoint Urjit Patel (DIN: 00175210) as an
BRITANNIA INDUSTRIES Urjit Patel, 57, is Former Governor, Reserve Bank of India. His appointment as
06-Sep-2021 AGM Management Independent Director for five years from 31 March For For
LTD. Independent Director is in line with the statutory requirements.
Q2 2021
Y. S. P Thorat, 73, is Retired Chairperson, NABARD. He has served on the board

for the past five years. He has attended all the board meetings held in FY21. Y. S.
Reappoint Y.S.P Thorat (DIN: 00135258) as an
P. Thorat will attain the age of 75 years during the tenure of re-appointment and
BRITANNIA INDUSTRIES Independent Director for his second term of five
06-Sep-2021 AGM Management For For approval of the shareholders is also sought for continuation of directorship for the
LTD. years from 13 February 2022 and approve his
remaining period of tenure of re-appointment. We do not consider age to be an
continuation after attaining the age of 75 years
eligibility criterion for board membership. His reappointment as Independent
Director for a further term of five years is in line with statutory requirements.
Q2
Dr. Ajay Shah, 55, is Research Professor of Business, Jindal Global Business
Reappoint Ajay Shah (DIN: 01141239) as an School. He has served on the board of Britannia Industries for the past five years.
BRITANNIA INDUSTRIES
06-Sep-2021 AGM Management Independent Director for his second term of five For For He has attended all the board meetings held in FY21. His reappointment as an
LTD.
years from 13 February 2022 Independent Director for a further term of five years is in line with statutory
Q2 requirements.
The BIL POS 2021 Scheme will replace the BIL ESOS scheme with cash-settled
Phantom Options. The objective of this decision was to make it more accessible to
employees by preventing cash outgo required for exercise of options. In the past
five years, stock options have been granted only to the Managing Director, Varun
Approve termination of existing Employee Stock Berry. As per the notice, the NRC will determine the base price at which grant
Option Scheme (BIL ESOS) and replacing the under the BIL POS 2021 scheme will take place. However, the company has
06-Sep-2021 AGM Management options under BIL ESOS scheme with options For For clarified that the size of the BIL POS 2021 scheme is 15,83,334 options, out of
LTD.
under Phantom Option Scheme 2021 (BIL POS which 5,83,334 are already granted under the BIL ESOS scheme and will be
2021) replaced with phantom options as mentioned above. As confirmed by the company,
the remaining 10,00,000 options which are yet to be granted will be granted at the
relevant market price as on the date of the grant. The forfeited options were granted
at market price and the new options will also be granted at market price on the date
of grant leading to alignment of the stock options grants with shareholder interest.
Q2
The company proposes to pay Nusli Wadia commission of Rs 79. 48 mn for FY21.
Approve payment of commission aggregating Rs. His commission payout for the past 5 years has ranged between 0. 3% - 0. 4% of
79.48 mn to Nusli Wadia as Non-Executive PBT. We understand that as promoter, he plays a material role in establishing
06-Sep-2021 AGM Management Chairperson for FY21, in excess of 50% of the total For For strategic direction, international business development, project execution and new
LTD.
annual remuneration payable to all non-executive business ventures – even while being appointed in a non-executive capacity. We
directors raise concern over the conflict of interest on account of Nusli Wadia’s membership
of the Nomination and Remuneration Committee (NRC).
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
N. Venkataraman, 56, has been Britannia’s CFO since 1 December 2016. His
appointment is in line with the statutory requirements. He is on the board of twelve
other private companies. While the number of directorships is relatively high, we
Appoint N. Venkataraman (DIN: 05220857) as
BRITANNIA INDUSTRIES recognize that these fold into his responsibilities, given that these companies are
06-Sep-2021 AGM Management Director, not liable to retire by rotation, from 30 For For
LTD. subsidiaries of Britannia Industries Ltd. N Venkataraman is not liable to retire by
July 2021
rotation. While we do not support board permanency, we recognize that because N
Venkataraman is being appointed for a specified term, shareholders will have an
opportunity to vote on his reappointment.
Q2
We understand from the company that N Venkatraman’s remuneration for FY22

would be broadly in line with the remuneration received by him as CFO of the
company. Accordingly, we have estimated his remuneration at Rs 35. 0 mn for
FY22. His estimated proposed remuneration is in line with the size and
Appoint N Venkataraman (DIN: 05220857) as
complexities of his responsibilities. The proposed remuneration structure lacks
BRITANNIA INDUSTRIES Executive Director & CFO for a period of five years
06-Sep-2021 AGM Management For For transparency: the company should provide a detailed split of the basic salary and
LTD. from 30 July 2021 till 29 July 2026 and fix his
performance bonus payable and should cap the maximum amount of variable
remuneration
remuneration payable to him. Further there is no clarity whether N Venkataraman
would be eligible to receive stock options. We expect the board to remain judicious
in setting N Venkataraman’s remuneration over the course of his tenure. We
recognize that N Venkataraman is a professional, whose skills carry market value.
Q2
CAPACITE INFRAPROJECTS Adoption of standalone and consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
Q2
Subir Malhotra, 55, is an Executive Director and part of the promoter group. He has
CAPACITE INFRAPROJECTS Reappoint Subir Malhotra (DIN: 05190208) as been on the board since 1 November 2013. He has attended 83% (5 out of 6) board
LTD. Director, liable to retire by rotation meetings held in FY21. He retires by rotation; his reappointment is in line with
Reappoint SRBC & Co. LLP as Statutory auditors

CAPACITE INFRAPROJECTS
07-Sep-2021 AGM Management for four years from the conclusion of FY21 AGM For For Good candidate.
LTD.
and authorize the board to fix their remuneration
Q2
Ms. Farah Nathani Menzies, 43 is the founder of The Mumum Company. She is an
MBA from Harvard Business School and a B. A-B. Sc. From Wharton School and
Reappoint Ms. Farah Nathani Menzies (DIN: College of Arts and Sciences. She has been on the board of the company since 9
07-Sep-2021 AGM Management 06610782) as Independent Director for three years For For November 2017. She has attended 83% (5 out of 6) board meetings held in FY21.
LTD.
from 11 November 2020 While we support her reappointment, we believe shareholder approval for her
Q2
Reappoint Arun Vishnu Karambelkar (DIN:
07-Sep-2021 AGM Management 02151606) as Independent Director for five years For For Good candidate.
LTD.
Q2 from 18 May 2021
The company has sought shareholder approval to revise the minimum remuneration
payable to Rahul Katyal for the remainder of his term: the overall ceiling on the
Approve minimum remuneration payable to Rahul total proposed remuneration is increasing to Rs. 30. 0 mn per annum from Rs. 9. 4
CAPACITE INFRAPROJECTS R. Katyal (DIN: 00253046) as Managing Director mn per annum. We estimate his FY22 pay to be Rs. 19. 7 mn. While the increase in
LTD. for the remainder of his tenure from 1 April 2021 to the overall cap is high at ~3x, we note that the remuneration paid to him in the past
3 September 2022 has been at reasonable levels. His pay is comparable to peers and commensurate
with the size of the business. However, we expect the company to be judicious with
executive pay going forward.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
payable to Rohit Katyal for the remainder of his term: the overall ceiling on the total
Approve minimum remuneration payable to Rohit proposed remuneration is increasing to Rs. 30. 0 mn per annum from Rs. 9. 7 mn
CAPACITE INFRAPROJECTS R. Katyal (DIN: 00252944) as Executive Director & per annum. We estimate his FY22 pay to be Rs. 19. 8 mn. While the increase in the
LTD. CFO for the remainder of his tenure from 1 April overall cap is high at ~3x, we note that the remuneration paid to him in the past has
2021 to 24 June 2024 been at reasonable levels. His pay is comparable to peers and commensurate with
the size of the business. However, we expect the company to be judicious with
Q2
Approve minimum remuneration payable to Subir payable to Subir Malhotra for the remainder of his term: the overall ceiling on the
CAPACITE INFRAPROJECTS Malhotra (DIN: 05190208) as Whole-time Director total proposed remuneration remains the same at Rs. 8. 6 mn. We estimate his
LTD. for the remainder of his tenure from 1 April 2021 to FY22 pay to be Rs. 7. 3 mn. His pay is comparable to peers and commensurate with
31 October 2023 the size of the business. However, we expect the company to be judicious with
Q2
CAPACITE INFRAPROJECTS Approve remuneration of Rs. 170,000 to Y. R. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 LTD. Doshi & Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Assuming the QIP issuance is for the entire amount, this will result in issue of 14.
45 mn equity shares at the current market price of Rs. 207. 6, which will result in
equity dilution of ~17. 5% on post issuance share capital. While the potential
CAPACITE INFRAPROJECTS Approve issue of equity shares for an amount not
07-Sep-2021 AGM Management For For dilution if the entire amount is raised, is high. We understand that the company has
LTD. exceeding Rs. 3.0 bn by way of QIP
sought an enabling approval to withstand any further impact of the Covid-19
pandemic while pursuing growth opportunities both from public and private sector
Q2 clients.
Given that the role and responsibilities of the Non-executive Directors, including
Independent Directors, has become more onerous, requiring greater time
Approve payment of commission to Independent commitments, attention and a higher level of oversight, the company proposes to
CAPACITE INFRAPROJECTS Directors not exceeding 1% of net profits or Rs. pay non-executive directors (independent directors) a commission of up to 1% of
LTD. 300,000 per Independent Director whichever is less net profits or Rs. 300,000 per independent director whichever is less for three years
for three years from FY22 from FY22. The commission that has been paid to independent directors in the past
has been Rs. 300,000 per Independent Director. The commission payable to
independent directors is reasonable and in line with market practices.
Q2
08-Sep-2021 INDIA CEMENTS LTD. AGM Management For For
The company has proposed a final dividend of Rs. 1. 0 per equity share. The total
08-Sep-2021 INDIA CEMENTS LTD. AGM Management For For dividend outflow for FY21 is Rs. 309. 9 mn, while the dividend payout ratio is 16.
(face value Rs. 10.0)
Q2 8%.
Nalini Murari Ratnam, 61, is the Nominee Director of Life Insurance Corporation
Reappoint Ms. Nalini Ratnam (DIN: 07884044) as of India (LIC). LIC holds 4. 4% of equity in India Cements Limited as on 30 June
08-Sep-2021 INDIA CEMENTS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For 2021. She has been on the board since February 2020 and has attended all board
retire by rotation meetings in FY21. She retires by rotation and her reappointment is in line with
S T S Raghupathy, 69, has been with the company for over 30 years. During his
Appoint T S Raghupathy (DIN:00207220) as Non- tenure he has held various positions and retired as Senior Executive President in
08-Sep-2021 INDIA CEMENTS LTD. AGM Management Executive Non-Independent Director, liable to retire For For March 2014. Post retirement, he continued to remain associated with the company
by rotation, from 6 November 2020 as a Special Advisor until October 2020. His appointment is in line with statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
S Christopher Jebakumar, is the Nominee Director of IDBI Bank Limited. IDBI

Appoint S Christopher Jebakumar (DIN: 06956160)
Bank is a lender to the company and therefore has a board seat. He was appointed
08-Sep-2021 INDIA CEMENTS LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
in the place V Venkatakrishnan. S Christopher Jebakumar is liable to retire by
to retire by rotation, from 3 April 2021
rotation and his appointment is in line with statutory requirements.
Q2
V Ranganathan, 63, is a Chartered Accountant and Former Partner at E&Y. He has
been on the board of the company since August 2016 as an Independent Director.
Appoint V Ranganathan (DIN: 00550121) as Non-
Post expiry of his term on 28 August 2021, the company is seeking approval for his
08-Sep-2021 INDIA CEMENTS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
continuation on the board as a Non-Executive Non-Independent Director from 29
by rotation, from 29 August 2021
August 2021. His appointment is in line with statutory requirements. During FY21,
he attended all board meetings.
Q2
S Balasubramanian Adityan, 56, Managing Director of Metronation Chennai
Television Private Limited and Director of Daily Thanthi Private Limited, a
Reappoint S Balasubramanian Adityan
Leading Tamil Daily. He has been on the board since December 2015 and attended
08-Sep-2021 INDIA CEMENTS LTD. AGM Management (DIN:00036898) as Independent Director, for five For For
all board meetings in FY21. While we support his reappointment, we believe
years from 7 December 2020
shareholder approval for his reappointment should have been sought on or before
Q2
Krishnan Skandan, 64, is a Corporate Consultant, retired IAS officer and Former
Appoint Krishnan Skandan (DIN: 01945013) as
Chairperson & Managing Director of TNPL Ltd. He is well versed with the
08-Sep-2021 INDIA CEMENTS LTD. AGM Management Independent Director for three years from 27 For For
workings of the government, having served in Central and State Governments at
January 2021
senior levels. His appointment is in line with statutory requirements.
Q2
Sanjay Shantilal Patel, 69, Chartered Accountant is the Founder of J R S Patel &
Appoint Sanjay Shantilal Patel (DIN: 00283429) as Co. , Chartered Accountants, now in the name of JHS & Associates LLP. He is
08-Sep-2021 INDIA CEMENTS LTD. AGM Management Independent Director for three years from 3 April For For well versed and experienced in Income Tax (Corporate), International Tax Laws,
2021 FEMA, Venture Capital Financing and Mergers. His appointment is in line with
Basavaraju, 70, was the Former Zonal Head, Life Insurance Corporation of India
and was with LIC for over 35 years. During his tenure at LIC, he was a Nominee
Reappoint Basavaraju (DIN: 01252772) as Director for LIC in India Cements from 14 February 2013 upto 12 April 2016. He
08-Sep-2021 INDIA CEMENTS LTD. AGM Management Independent Director, for two years from 11 August For For was appointed on the board as an Independent Director on 11 August 2018. In
2021 FY21, he attended all the board meetings. While we support his reappointment, we
believe shareholder approval for his reappointment should have been sought on or
before the completion of his first term as Independent Director.
Q2
Reappoint N Srinivasan (DIN: 00116726) as
Estimated remuneration of ~Rs 150 mn is in line with MD/CEO pay of other
Managing Director, for five years from 26 May
cement companies - as % of total employee costs as well as on absolute basis. Mr.
08-Sep-2021 INDIA CEMENTS LTD. AGM Management 2021, continue his directorship post 70 years of age For For
Srinivasan has payed a pivotal role not only for the company but also for the cement
and fix his remuneration in excess of regulatory
industry's development in South India. Hence voting in favour.
Q2 thresholds
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rupa Gurunath, 48, is part of the promoter family and is Whole-time Director since
2010. As per regulations, remuneration in excess of higher of Rs. 50 mn or 2. 5% of
net profits and remuneration exceeding 5% of net profits for all promoter executive
directors shall be subject to the approval of the shareholders by special resolution.
Family board remuneration for FY21 was Rs. 151. 8 mn, 4. 9% of PBT. We
estimate her remuneration at Rs. 44. 2 mn, depending on commission payouts,
Continue payment of remuneration to Rupa which is commensurate with the size and scale of the business. Further, commission
Gurunath (DIN: 01711965) as Whole time Director is open ended, and no parameters have been disclosed. However, we note that in the
and Executive Director in excess of regulatory past commission payouts have been reasonable and we expect the company to
thresholds for the remaining tenure of her term remain judicious in its payout. The company must consider disclosing the basis of
paying variable pay in the past – that is, Rupa Gurunath’s performance vis-à-vis
benchmarks, performance metrics that determine variable pay and overall cap on
the aggregate remuneration during her tenure. Rupa Gurunath is also President,
Tamil Nadu Cricket Association: we believe, as a whole-time director, she must
ensure her undivided attention is focused towards her responsibilities in India
Cements.
Q2
Approve remuneration of Rs. 2.0 mn for S A Murali The total remuneration proposed to be paid to the cost auditor in FY22 is
Q2 Prasad as cost auditors for FY22 reasonable compared to the size and scale of operations.
08-Sep-2021 CAN FIN HOMES LTD. AGM Management For For
Q2
08-Sep-2021 CAN FIN HOMES LTD. AGM Management For For The total dividend outflow is Rs. 266. 3 mn. The dividend pay-out ratio is 5. 8%.
Q2 (face value Rs. 2.0)
Debashish Mukherjee, 56, is Executive Director at Canara Bank. He has attended

Reappoint Debashish Mukherjee (DIN: 08193978) 80% (8 out of 10 meetings) of the meetings during FY21. We expect directors to
as Non-Executive Non-Independent Director take their responsibilities seriously and attend all board meetings. He retires by
Q2
On 27 April 2021, the RBI issued the Guidelines for Appointment of Statutory
Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs) which are applicable from FY22 and
Appoint B Srinivasa Rao & Co. and B K state that statutory auditors have to be appointed for a term of three years. In view of
Ramadhyani & Co., LLP as Joint Statutory Central this, Varma & Varma, existing auditors have resigned. As per RBI Guidelines,
Auditors for three years from FY22 and fix their CFHL will need to appoint a minimum of two joint statutory auditors. Therefore,
aggregate remuneration at Rs. 3.0 mn for FY22 CFHL proposes to appoint B Srinivasa Rao & Co. And B K Ramadhyani & Co as
joint statutory auditors for three year. They shall be paid overall audit fees of Rs 3. 0
mn for FY22. CFHL should separate the resolutions for the auditor
(re)appointments so that shareholders can vote on them separately.
Q2
Amitabh Chatterjee, 50, has over 26 years of commercial banking experience. He

has been associated with Canara Bank since 1995. Over his tenure, he headed
different branches of Canara Bank including specialized branches like Overseas
branches, Prime Corporate Branch and a Regional Office of the Bank. Prior to his
Appoint Amitabh Chatterjee (DIN: 09219651) as posting to the company, he held the position of Deputy General Manager, Prime
08-Sep-2021 CAN FIN HOMES LTD. AGM Management Deputy Managing Director for three years w.e.f. 15 For For Corporate Branch, Canara Bank. Prior to that he was heading the Regional Office-I
July 2021 and fix his remuneration (Kolkata) of the Bank. The company has clarified that Amitabh Chatterjee will be
entitled to an annual incentive which is performance based. His estimated FY22
remuneration at Rs. 3. 1 mn is in line with the peers and is commensurate with the
size and scale of business. Notwithstanding, the company must consider disclosing
performance metrics that will determine his variable pay.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ajai Kumar, 68, is the former CMD of Corporation Bank, and also served as
interim MD of Yes Bank in February 2019. Prior to that he was also the Executive
Appoint Ajai Kumar (DIN: 02446976) as Director-UCO Bank, General Manager - Bank of Baroda (Retail Banking), General
08-Sep-2021 CAN FIN HOMES LTD. AGM Management Independent Director for three years till the AGM to For For Manager - Bank of Baroda (IT & Projects) for Technology Enabled Business
be held in 2024 Transformation Program. He has over 40 years of experience in Public Sector
Banking industry in India and overseas (New York USA). His appointment is in
Q2
As on 31 March 2021, Can Fin Homes’ net owned funds was Rs. 25. 8 bn. In
FY21, it accepted Rs. 3. 7 bn worth of deposits from public during the year and had
Accept deposits from public not exceeding three outstanding deposits of Rs. 4. 4 bn as on 31 March 2021. The deposits accepted
08-Sep-2021 CAN FIN HOMES LTD. AGM Management times the net owned funds or other limits prescribed For For from public will not exceed Rs. 77. 4 bn and will be within the borrowing limit of
by NHB /RBI the company. Can Fin Homes’ fixed deposit programme was rated ICRA
MAAA/Stable as on 20 August 2021, which denotes the highest credit quality and
Q2 carries the lowest credit risk.
As on 31 March 2021, CFHL had outstanding borrowings of Rs. 192. 9 bn.
Outstanding credit ratings on CFHL’s debt are ICRA AA+/Stable/ICRA A1+, IND
Approve increase in borrowing limit to Rs. 300.0 bn AA/Stable/IND A1+ and CARE AAA / Negative. Incremental debt will be required
from 275.0 bn to fund the growing operations of the company. Debt levels in an NBFC are
typically reined in by the regulatory requirement of maintaining a slated minimum
Q2 capital adequacy ratio.
Issuance of non-convertible debentures (NCDs)/
The proposed issue will be within the overall proposed borrowing limit of Rs. 300.
08-Sep-2021 CAN FIN HOMES LTD. AGM Management bonds on a private placement basis, aggregating up For For
0 bn.
Q2 to Rs. 40.0 bn
At current market price of Rs. 502. 7 per share, CFHL will have to issue ~19. 9 mn
shares. The issue will result in a dilution of 13. 0% on the expanded capital base.
The capital adequacy ratio was 25. 5% (of which Tier 1 is 23. 7%) against a
minimum of 15% (Tier I – 10%) as required by regulatory norms issued by the
National Housing Bank. The leverage ratio on 31 March 2021 stood at 7. 39. It is
To issue equity up to Rs. 10.0 bn through qualified
08-Sep-2021 CAN FIN HOMES LTD. AGM Management For For anticipated that there will be a gradual revival and the demand for housing,
institutional placement
particularly due to reduction in property prices and reduction in ROI. The proposed
Tier I capital raise will help the company promote and sustain future growth as well
as maintain its leverage ratio at optimum levels. Also, the capital raised will provide
CFHL a buffer to absorb potential impact arising from any deterioration in asset
quality, while ensuring that its capital adequacy is within regulatory norms.
Q2
On 30 August 2021, Punjab National Bank issued an update with names, addresses
and the profiles of two candidates to choose from. While there are two options of
suitable candidates for the position of shareholder director, based on the
information provided, we believe Prof. Rekha Jain is the most suitable. Ms. Rekha
Elect one shareholder director who will assume
Jain is former Professor and Executive Chair, IIM-A Idea Telecom Centre of
08-Sep-2021 PUNJAB NATIONAL BANK EGM Management office from 12 September 2021 for a period of three For For
Excellence at Indian Institute of Management, Ahmedabad. Currently she is a
years
freelance Strategic IT / Telecom Policy Consultant. She brings with her a diverse
set of experiences and perspectives, knowledge of information technology, payment
and settlement systems and risk management which will be beneficial to the
operations and management of the bank.
Q2
G D Apte & Co. Were appointed as statutory auditors for five years in the AGM of
June 2017 and have been auditors of the company for four years. On 27 April 2021,
the RBI issued the Guidelines for Appointment of Statutory Central Auditors
Resignation of G D Apte & Co. as auditors and (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs
SHRIRAM CITY UNION
08-Sep-2021 EGM Management payment of remuneration of 0.8 mn for FY22 till the For For and NBFCs (including HFCs) which are applicable from FY22 and state that
FINANCE LTD.
date they hold office statutory auditors have to be appointed for a term of 3 years. In view of the RBI
circular, G D Apte resigned from their office on 29 July 2021. SCUF seeks
shareholder approval to pay them a remuneration of Rs 0. 8 mn for FY22, till the
date they held office.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
RRBs), UCBs and NBFCs (including HFCs), the NBFC needs to appoint a
Appoint R Subramaniam & Company LLP and minimum of two joint statutory auditors. Therefore, SCUF proposes to appoint R
SHRIRAM CITY UNION Abarna and Ananthan as joint auditors till the Subramaniam & Company LLP and Abarna and Ananthan for three years as joint
08-Sep-2021 EGM Management For For
FINANCE LTD. conclusion of the 2024 AGM and fixing their statutory auditors to the approval of the RBI each year. The joint statutory auditors
remuneration at Rs 1.7 mn each for FY22 shall be paid overall audit fees of Rs 1. 7 mn (or such amount on pro-rata basis
depending upon period of office held and scope of work) each plus reimbursement
of out-of-pocket expenses for FY22. SCUF needs to separate the two auditor
appointments so that shareholders can vote on them separately.
Q2
Adoption of standalone and consolidated financial related issues raised in a subsidiary, the auditors are of the opinion that the financial
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management For For
statements for the year ended 31 March 2021 statements are prepared in accordance with the generally accepted accounting
Q2
The total dividend outflow for FY21 is Rs. 1. 8 bn. We raise concerns as the
Approve dividend of Rs. 0.6 per equity share of face company incurred losses during the year and the dividend will be paid out of
value Re. 1.0 each for FY21 retained earnings. As a consequence, the company’s net worth will be eroded to the
Q2 extent of dividends.
Gopal Mahadevan, 55, is the Whole-time Director and CFO of the company. He
Reappoint Gopal Mahadevan (DIN: 01746102) as
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management For For attended 100% (7 out of 7) board meetings in FY21. He is liable to retire by rotation
Q2
Dr. C Bhaktavatsala Rao, 71, has over 46 years of experience in strategic and
Appoint Dr. C Bhaktavatsala Rao (DIN: 00010175) operational leadership of large companies in India, including subsidiaries of global
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management as Non-Independent Non-Executive Director, liable For For MNCs. He attended 100% (6 out of 6) board meetings in FY21. He is designated
to retire by rotation Occupier of the company. His appointment as a non-independent non-executive
director is in line with statutory requirements.
Q2
Dr. Andrew C Palmer, 58, was an Independent Director till 1 July 2021. He was
subsequently appointed Whole-time Director in Switch Mobility Limited, a step-
down subsidiary. Consequently, he is being appointed as a non-executive director
Appoint Dr. Andrew C Palmer (DIN: 02155231) as
from 7 July 2021. His appointment meets all statutory requirements. During this
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management Non-Independent Non-Executive Director, liable to For For
term as an independent director, his three-year average board meeting attendance
retire by rotation, from 7 July 2021
was low at 52% (11 out of 21). However, he attended 100% (7 out of 7) board
meetings in FY21. We expect directors to take their board responsibilities seriously
and attend all board meetings.
Q2
Jose Maria Alapont, 70, is the former President and CEO of Federal-Mogul Corp.
He serves as a non-executive director of Hinduja Automotive Limited, the holding
company since 7 November 2014. We consider his overall association with Hinduja
Reappoint Jose Maria Alapont (DIN: 07712699) as
Group while computing his tenure. He attended 100% (7 out of 7) board meetings
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management an Independent Director for five years from 25 For For
in FY21. His reappointment as an Independent Director meets all statutory
January 2022 to 24 January 2027
requirements. We will classify him as a non-executive non-independent director
after he completes ten years of association on the board of Hinduja Group
Q2 companies.
With FY21 performance being affected by COVID-19, the company seeks

shareholder approval to pay Vipin Sondhi remuneration aggregating Rs. 106. 3 mn,
which is in excess of regulatory thresholds by Rs. 90. 2mn. With stock option
Ratify remuneration of Rs. 106.3 mn to Vipin
grants, his remuneration for FY21 aggregates Rs. 161. 1 mn. His FY21
Sondhi (DIN: 00327400), Managing Director and
remuneration is higher than peers. Even so, we recognize that FY21 was the first
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management Chief Executive Officer for FY21 as minimum For For
full year of Vipin Sondhi’s role as Managing Director and CEO – he was appointed
remuneration including Rs. 90.2 mn in excess of
in December 2019. A large proportion of his FY21 remuneration emanates from
regulatory limits
stock options that carry performance-based vesting – this aligns his interest with
that of shareholders. We recognize that Vipin Sondhi is a professional and his skills
and experience command a market value.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Gopal Mahadevan’s appointment and remuneration as Whole-time Director and

CFO was approved by shareholders at the 2019 AGM. Due to inadequate profits in
Ratify remuneration of Rs. 48.0 mn to Gopal FY21, the company seeks shareholder approval to pay him remuneration of Rs. 48.
Mahadevan (DIN: 01746102), Whole-time Director 0 mn. His aggregate remuneration in FY21, including fair value of stock options is
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management and Chief Financial Officer for FY21 as minimum For For Rs. 70. 2 mn. At Rs. 70. 2 mn, Gopal Mahadevan’s remuneration is higher than
remuneration including Rs. 31.9 mn in excess of peers. A large proportion of his FY21 remuneration emanates from stock options
regulatory limits that carry performance-based vesting, which aligns his interest with that of
shareholders. We recognize that Gopal Mahadevan is a professional and his skills
and experience command a market value.
Q2
In the last five years, the company paid commission to non-executive directors
Approve payment of commission to Non-Executive ranging between 0. 5% and 1. 0% of the standalone PBT. The proposed
08-Sep-2021 ASHOK LEYLAND LTD. AGM Management Directors upto 1% of profits for five years from 1 For For commission to non-executive directors is reasonable and in line with market
April 2022 practices. However, the company must consider setting a cap in absolute terms on
Q2 the commission payable.
The proposed aggregate commission of Rs. 20. 83 mn is commensurate with the
Approve payment of commission to Independent value rendered by the Independent Directors and is a compensation for their time
Directors aggregating Rs.20.83 mn for FY21 and effort invested in the company. The proposed FY21 commission is lower than
Q2 FY20 levels.
Approve payment of commission aggregating Rs. The proposed aggregate commission of Rs. 10. 68 mn is commensurate with the
10.68 mn to Dheeraj Hinduja and Dr. C value rendered by the Non-Executive Non-Independent Directors and is a
Bhaktavatsala Rao for FY21 despite inadequate compensation for their time and effort invested in the company. The proposed FY21
Q2 profits commission is lower than FY20 levels.
Ratify remuneration of Rs. 700,000 to Geeyes & The remuneration to cost auditor is reasonable compared to the size and scale of
Q2 Co. as cost auditors for FY21 operations.
09-Sep-2021 G A I L (INDIA) LTD. AGM Management For For
Confirm first and second interim dividend of Rs. 2.5 GAIL has paid 2 interim dividends of Rs 2. 5 each per equity share taking total
09-Sep-2021 G A I L (INDIA) LTD. AGM Management each per equity share of face value Rs. 10.0 for For For dividend for FY21 to Rs. 5. 0 per equity share of face value Rs. 10. 0. The total
FY21 dividend outflow for FY21 is Rs. 22. 4 bn. The dividend payout ratio is 18. 3%.
Q2
Reappoint E S Ranganathan (DIN 07417640) as E. S. Ranganathan, 58, is Director (Marketing) at GAIL. He is liable to retire by
09-Sep-2021 G A I L (INDIA) LTD. AGM Management For For
Q2 Director liable to retire by rotation rotation. His reappointment is in line with statutory requirements.
Authorise the board to fix remuneration of joint
appropriate level. The total audit fee of Rs. 13. 9 mn (including travelling and out of
09-Sep-2021 G A I L (INDIA) LTD. AGM Management statutory auditors appointed by the Comptroller and For For
pocket expenses) in FY21 is commensurate with the size and complexity of the
Auditor General of India for FY22
company: we expect audit fees in FY22 to be in same range. The company has
neither disclosed the names of the auditor proposed to be appointed nor a range in
which the audit fee shall be paid.
Q2
M V Iyer, 57, was appointed to the board on 25 November 2020. As Director
(Business Development), he is responsible for building GAIL’s business portfolio
in India and abroad, merger and acquisition, petrochemicals, O&M and expansion,
Appoint M V Iyer (DIN– 08198178) as Director
exploration & production, research & development, start–up, health safety &
(Business Development) on such terms and
environment management, quality management and project development. He is
09-Sep-2021 G A I L (INDIA) LTD. AGM Management conditions, remuneration and tenure as may be For For
liable to retire by rotation. His proposed remuneration is not disclosed:
determined by the President of India/ Government
remuneration in public sector enterprises (PSE) is usually not high. As a good
of India from time to time
governance practice, we expect PSE’s to disclose the proposed appointment terms
including proposed remuneration to its shareholders through the AGM notice. His
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The board seeks to ratify payment to the following as cost auditors: R J Goel & Co,
New Delhi and Chandra Wadhwa & Co, New Delhi for Northern Region, Shome
& Banerjee, Kolkata for Central Region, ABK & Associates, Mumbai for Western
Ratify remuneration of Rs. 2.4 mn to as cost
09-Sep-2021 G A I L (INDIA) LTD. AGM Management For For Region, Dhananjay V Joshi & Associates, Pune for Southern Region and Mani &
auditors for FY21
Co. , Kolkata for Eastern Region for the year ended 31 March 2021 on a total
remuneration of Rs. 2. 4 mn, plus applicable taxes and out-of-pocket expenses. The
remuneration is reasonable compared to the size and scale of operations.
Q2
GAIL holds 12. 5% stake in Petronet LNG Ltd. GAIL procures cargoes and re-
gasified Liquified Natural Gas from Petronet LNG. GAIL also uses regasification
facilities of Petronet LNG (Located at Dahej, Gujarat and Kochi, Kerala). In the
Approve related party transaction limit of Rs.
09-Sep-2021 G A I L (INDIA) LTD. AGM Management For For 2020 AGM, GAIL had taken shareholder approval to undertake transactions
218.48 bn for FY22 with Petronet LNG Ltd.
aggregating Rs. 194. 2 bn with Petronet LNG for FY21. GAIL now seeks approval
for related party transaction limit of Rs. 218. 48 bn for FY22 with Petronet LNG.
The transactions are in the ordinary course of business and at arm’s length pricing.
Q2
Adoption of standalone and consolidated financial We have relied upon the auditors’ report, which has raised concerns on the impact
AMBER ENTERPRISES INDIA statements together with the reports of the Board of of the COVID-19 pandemic on the financial statements. Except for the COVID
LTD. Directors and the auditors for the year ended 31 related issues, the auditors are of the opinion that the financial statements are
March 2021 prepared in accordance with the generally accepted accounting principles.
Q2
Daljit Singh, 43, is Managing Director and part of the promoter family. He attended
AMBER ENTERPRISES INDIA Reappoint Daljit Singh, (DIN: 02023964) as
09-Sep-2021 AGM Management For For all four board meetings held during FY21. He retires by rotation and his
AMBER ENTERPRISES INDIA Ratify remuneration of Rs. 45,000 to K. G. Goyal & The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 LTD. Associates as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
We have relied upon the auditors’ report, which qualified the consolidated financial
statements. The qualification pertains to the financial Statements of the Sona B. V
Group, the erstwhile subsidiary company and its subsidiaries for the period from 1
April 2019 to 4 July 2019 not been included in the consolidated financial statements
SONA BLW PRECISION Adoption of standalone and consolidated financial
09-Sep-2021 AGM Management For For of the company for FY20. However, we note that the auditors have also stated that
FORGINGS LTD. statements for the year ended 31 March 2021
the subject matter of the audit qualification pertains to FY20 and does not have any
effect on the consolidated profits of the company for the year FY21 or equity
attributable to the shareholders as on 31st March 2021. Impact is only limited to
non-comparability of FY20 financials with FY21.
Q2
Vivek Vikram Singh, 42, is CEO and Managing Director of SBPFL. He has been
SONA BLW PRECISION Reappoint Vivek Vikram Singh (DIN: 07698495), with the company since July 2016 and on the board since July 2019. During FY21,
FORGINGS LTD. as Director, liable to retire by rotation he attended all board meetings retires by rotation. His reappointment meets all
Sunjay Kapur is part of the promoter group and is the Non-Executive Chairperson
on board. As a promoter, we expect him to play a material role to play in
Approve payment of Rs. 24.0 mn as commission to
establishing strategic direction. His proposed remuneration at Rs. 24. 0 for FY22 is
SONA BLW PRECISION Sunjay Kapur (DIN: 00145529), in excess of 50%
09-Sep-2021 AGM Management For For reasonable. While in absolute amounts the proposed commission is reasonable, it
FORGINGS LTD. of total remuneration paid to Non-Executive
aggregates 1% of FY21 pre-tax profits. We recognize that this approval is being
Directors in FY22
sought for one year only. We note that Sunjay Kapur is a member of the
Nomination and Remuneration Committee.
Q2
The increase in thresholds to pay commission upto 3% from 1% is being done to
accommodate Sunjay Kapur’s commission and Jeffery Overly’s annual
remuneration aggregating USD 100,000. We recognize that the board comprises
SONA BLW PRECISION Directors for an amount not exceeding 3% of net
09-Sep-2021 AGM Management For For industry experts who the company proposes to reward for their time and experience.
FORGINGS LTD. profits, capped at Rs. 70.0 mn annually, for five
Capping the quantum of commission payable at Rs. 70mn annually is a good
years from FY22
practice. We expect the board to be judicious in deciding remuneration for non-
Q2 executive directors.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Vivek Vikram Singh’s appointment and remuneration was approved at the 5 July
2019 EGM. Over an above approved remuneration, on 1 October 2020, he was
Approve payment of remuneration to Vivek Vikram granted stock options under the company’s ESOP 2020 plan. The perquisite value
SONA BLW PRECISION Singh (DIN 07698495), Managing Director and on account of exercise of previously granted stock options will likely breach
FORGINGS LTD. Group CEO, in excess regulatory limits, on account regulatory thresholds, because of which the company seeks shareholder approval.
of stock options, as minimum remuneration We estimate Vivek Vikram Singh’s remuneration at Rs. 41. 7 mn, which is
commensurate with the size of the business and broadly in line with industry peers.
He is a professional, whose skills carry a market value.
Q2
The ERI Plan is a means to incentivize and motivate such employees to work
towards the growth of the Company, to retain employees for the long term, to
reward employees for strong performance, and to create value for all the Company’s
Approve Exit Return Incentive Plan (ERI Plan)
shareholders. The Company is seeking shareholders’ approval for making cash
under which Singapore VII Topco III PTE. Ltd.
SONA BLW PRECISION payments to certain identified employees of the Company and/or its subsidiaries at
09-Sep-2021 AGM Management (Singapore VII)., promoter entity, will grant cash For For
FORGINGS LTD. the time of Disposition Event. The Company has stated that there will be no dilution
awards to identified employees of the company and
to the shareholding of the Company due to this incentive plan. The plan is not for
its subsidiaries
the benefit of the promoters or any of the promoter directors. Further, the payments
are depended upon the performance of the employees and in no way has any
negative impact on Company and public shareholders.
Q2
09-Sep-2021 K P R MILL LTD. AGM Management For For
The company paid an interim dividend of Rs. 3. 75 per equity share and has
proposed a final dividend of Rs. 0. 75 per equity share of face value Rs. 5. 0 for the
year ended 31 March 2021. The total dividend for FY21 aggregates Rs. 4. 50 per
09-Sep-2021 K P R MILL LTD. AGM Management For For share and dividend outflow is Rs. 309. 7 mn. The dividend payout ratio for FY21 is
(face value Rs 5.0) for FY21
7. 2% which continues to remain below the stated pay-out ratio. The audit
committee must engage with shareholders to explain the deviation from its stated
Q2 dividend policy.
E. K Sakthivel, 38, is Executive Director, KPR Mill Limited. He has been on the
Reappoint E.K Sakthivel (DIN: 01876822), as board since March 2016. He is the son in law of Promoter, KPD Sigamani, He has
Director, liable to retire by rotation attended all the board meetings in FY21 and retires by rotation. His reappointment
Approve remuneration of Rs. 50,000 for B The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Venkateswar as cost auditors for FY22 reasonable compared to the size and scale of operations.
The company proposes to substitute the current Articles of Association (AOA) with
09-Sep-2021 K P R MILL LTD. AGM Management Adoption of a new set of Articles of Association For For a new AoA so as to align it with the provisions of the Companies Act, 2013. The
draft of the new AOA is available for review on the website.
Q2
The sub-division will improve the liquidity of KPR Mill’s shares in the market and
09-Sep-2021 K P R MILL LTD. AGM Management share of face value Rs. 5.0 per share to one share of For For
make it affordable to small investors.
Q2 face value Re. 1.0 per share
As a result of the sub-division of equity shares, the company proposes to change the
Approve alteration to Capital Clause of Capital Clause (Clause V) of the Memorandum of Association (MoA). The altered
09-Sep-2021 K P R MILL LTD. AGM Management Memorandum of Association (MoA) to For For MoA will reflect the proposed authorized share capital of Rs. 550. 0 mn,
accommodate the sub-division of equity shares comprising of 450. 0 mn equity shares of face value Rs. 1. 0 each and 1. 0 mn
redeemable cumulative non-convertible preference shares of 100 each.
Q2
G M R INFRASTRUCTURE Adoption of standalone and consolidated financial
09-Sep-2021 AGM Management For For Routine resolution.
Q2
G. M. Rao, 72, is the Non-Executive Chairperson of the company and part of the
G M R INFRASTRUCTURE Reappoint G. M. Rao (DIN: 00574243) as Director, promoter family. He has been on the board of the company since 22 May 1999. He
LTD. liable to retire by rotation has attended 83% (5 out of 6) board meetings held in FY21. He retires by rotation;
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Srinivas Bommidala, 58, is currently the Chairperson of the energy business of the
GMR group and is part of the promoter family. He has been on the board of the
G M R INFRASTRUCTURE Reappoint Srinivas Bommidala (DIN: 00061464) as
09-Sep-2021 AGM Management For For company since 10 May 1996. He has attended 83% (5 out of 6) board meetings held
in FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
G M R INFRASTRUCTURE Approve remuneration of Rs. 125,000 to Rao, The total remuneration proposed to be paid to the cost auditors in FY22 is
LTD. Murthy & Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
Dr. Emandi Sankara Rao, 61, is the former MD & CEO of IFCI Limited. He has
also completed Ph. D. In project finance and management of asset network
Appoint Dr. Emandi Sankara Rao (DIN: 05184747)
effectiveness by risk & sensitivity using Artificial Intelligence ANN Simulation
G M R INFRASTRUCTURE as Independent Director from conclusion of the
09-Sep-2021 AGM Management For For Models from IIT, Bombay. He is a Chartered Engineer (Valuations) from Institution
LTD. FY21 AGM for three years or till conclusion of the
of Engineers India. He is on the board of two other listed entities: Steel Exchange
FY24 AGM, whichever is earlier
India Limited and Coastal Corporation Limited. His appointment is in line with
Appoint Dr. Mundayat Ramachandran (DIN:

G M R INFRASTRUCTURE 01573258) as Independent Director from conclusion
09-Sep-2021 AGM Management For For Good candidature.
LTD. of the FY21 AGM for three years or till conclusion
of the FY24 AGM, whichever is earlier
Q2
Sadhu Ram Bansal, 65, was the Chairperson and MD of Corporation Bank from
Appoint Sadhu Ram Bansal (DIN: 06471984) as
October 2013 to January 2016. He has been on the board of GMR Varalakshmi
G M R INFRASTRUCTURE Independent Director from conclusion of the FY21
09-Sep-2021 AGM Management For For Foundation (an associate of the company) since 1 June 2018. Therefore, his overall
LTD. AGM for three years or till conclusion of the FY24
association with the group spans three years. His appointment is in line with
AGM, whichever is earlier
Appoint Amarthaluru Subba Rao (DIN: 00082313)

G M R INFRASTRUCTURE as Independent Director from conclusion of the
09-Sep-2021 AGM Management For For Good candidature.
LTD. FY21 AGM for three years or till conclusion of the
FY24 AGM, whichever is earlier
Q2
Appoint Ms. Bijal Tushar Ajinkya (DIN: 01976832) Ms. Bijal Tushar Ajinkya, 45, is Partner in Khaitan & Co. In the Direct Tax, Private
G M R INFRASTRUCTURE as Independent Director from conclusion of the Client, and Investment Funds Practice Group in Mumbai. She has an LLM
LTD. FY21 AGM for three years or till conclusion of the (International Law) University of Mumbai and LLB – Government Law College,
FY24 AGM, whichever is earlier University of Mumbai. Her appointment is in line with statutory requirements.
Q2
At current market prices, the company will have to issue ~ 2. 1 bn shares to raise the
entire amount of Rs. 60. 0 bn. There will be an approximate dilution of ~26% on
G M R INFRASTRUCTURE Approve issuance of equity or equity-linked
09-Sep-2021 AGM Management For For the expanded capital base. While the potential dilution could be high, the raise
LTD. securities for an amount of up to Rs. 60.0 bn
would help improve the capital structure of the company, given that the
consolidated net-worth on 31 March 2021 was negative.
Q2
Reappoint Grandhi Kiran Kumar (DIN: 00061669)
G M R INFRASTRUCTURE
09-Sep-2021 AGM Management as Managing Director & CEO for three years from For For Good candidature.
LTD.
28 July 2021 and fix his remuneration
Q2
The creation of security would for the borrowings within the borrowing limit of Rs.
200 bn including borrowing already availed and secured by the company. The
company has also sought shareholder approval through Regulation 24(5) of SEBI
LODR which states that shareholder approval is required through a special
resolution if a company wants to reduce its shareholding to less than or equal to
Approve creation of charge/ mortgage/
G M R INFRASTRUCTURE 50% or cease control over a material subsidiary. We understand that due to the
09-Sep-2021 AGM Management hypothecation/ pledge on assets/ investments for For For
LTD. company being highly leveraged and its liquidity being stretched, it would need to
purpose of borrowings
create pledge over its shares in material subsidiaries to avail borrowings. The
company’s financial stress if reflected in the delays over debt repayment outlined in
its FY21 financial statements, and the outstanding credit rating. However, we raise
concerns, that in the case of default on debt repayment, the company runs a risk of
losing its ownership of the material operating subsidiaries.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
J B CHEMICALS & Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
The interim dividend outflow for FY21 is Rs. 656. 9 mn and the dividend payout
ratio (including final dividend of Rs. 8. 0 per equity share) is 28. 5% of standalone
J B CHEMICALS & Confirm interim dividend of Rs. 8.5 per equity share
09-Sep-2021 AGM Management For For PAT, in line with the dividend payout ratio of 10% - 30% of profits stated in the
PHARMACEUTICALS LTD. (face value of Rs. 2.0) for FY21
dividend distribution policy. The total dividend outflow for FY21, including final
Q2 dividend, is Rs. 1,275. 2 mn.
The final dividend outflow for FY21 is Rs. 618. 3 mn and the dividend payout ratio
(including interim dividend of Rs. 8. 5 per equity share) is 28. 5% of standalone
J B CHEMICALS & Declare final dividend of Rs. 8.0 per equity share
09-Sep-2021 AGM Management For For PAT, in line with the dividend payout ratio of 10% - 30% of profits stated in the
PHARMACEUTICALS LTD. (face value of Rs. 2.0) for FY21
dividend distribution policy. The total dividend outflow for FY21, including interim
Q2 dividend, is Rs. 1,275. 2 mn.
Ms. Ananya Tripathi, 37, is Director at KKR Capstone and represents the interest of
the promoter on the board. Prior to joining KKR Capstone, she was with Myntra as
Reappoint Ms. Ananya Tripathi (DIN: 08102039) as
J B CHEMICALS & Chief Strategy Officer. She has previously worked as Associate Partner at
09-Sep-2021 AGM Management Non-Executive Non-Independent Director, liable to For For
PHARMACEUTICALS LTD. McKinsey & Company. She completed MBA from Indian Institute of Management,
retire by rotation
Kozhikode. She attended 80% board meetings held in FY21 (4/5). She retires by
rotation and her reappointment is in line with the statutory requirements.
Q2
After acquisition of the erstwhile promoter’s stake by private equity firm KKR, the
board wanted to appoint an audit firm with international presence, which would
allow them to audit the company’s global subsidiaries as well. Deloitte Haskins &
Sells LLP were appointed as statutory auditors in December 2020, till the
conclusion of 2021 AGM, after resignation of D N V & Co as statutory auditors (as
Reappoint Deloitte Haskins & Sells LLP as they did not have international presence). The reappointment of Deloitte Haskins &
J B CHEMICALS & statutory auditors for five years till the conclusion of Sells LLP is in line with the statutory requirements. As per Regulation 36(5) of
PHARMACEUTICALS LTD. 2025 AGM and authorize the board to fix their SEBI’s LODR 2015, companies are mandated to disclose the terms of appointment
remuneration / reappointment of auditors, including the remuneration payable to them. The notice
mentions that remuneration agreed by the board of directors with the auditors for
FY21 is Rs. 5. 35 mn, which is reasonable given the size and scale of operations.
The company has clarified that there is no material change in the audit fee for
FY22. Notwithstanding, we believe the company must disclose the proposed audit
fees for FY22 as required under the regulations.
Q2
Gaurav Trehan, 45, is Partner and Head - Private Equity at KKR India and
represents the interest of the promoter on the board. He is the MD, KKR India
Appoint Gaurav Trehan (DIN: 03467781) as Non- Advisors Private Limited and was previously Partner at TPG Capital Asia (India
J B CHEMICALS &
09-Sep-2021 AGM Management Executive Non-Independent Director, liable to retire For For office). He has also worked with Morgan Stanley in the past in their mergers,
by rotation from 10 February 2021 acquisitions and restructuring department. He holds a Bachelor’s degree in Science
(Mathematics / Applied Science and Economics) from UCLA, USA. He is liable to
retire by rotation and his appointment is in line with the statutory requirements.
Q2
On 2 July 2020, KKR & Co Inc - an NYSE listed global investment firm through
its affiliate entity, Tau Investment Holdings Pte. Ltd. , Singapore entered into a
Share Purchase Agreement to purchase 54% voting rights in the company from the
Approve reclassification of original promoter group
J B CHEMICALS & original promoters of the company (Mody family). The acquisition of shares was
09-Sep-2021 AGM Management from promoter category to public shareholder For For
PHARMACEUTICALS LTD. completed on 9 November 2020. The original promoter group now holds
category
1,478,293 shares aggregating to 1. 91% of paid-up capital of the company and
accordingly, seek reclassification to public category. They do not exercise any
control over the company, directly or indirectly.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company had sought enabling shareholder approval at 2014 AGM to pay
commission to Non-Executive Directors, upto 1% of net profits for any financial
year. However, no commission was paid to the Non -Executive Directors till FY20.
J B CHEMICALS & The company paid commission (in addition to sitting fees) amounting to Rs. 4. 4 mn
09-Sep-2021 AGM Management profits to Non-Executive Directors for each For For
PHARMACEUTICALS LTD. to Independent Directors in FY21. The company now seeks fresh approval to pay
financial year
commission to Non-Executive Directors (including Independent Directors) for any
financial year. The proposed commission to non-executive directors is reasonable
and in-line with market practices.
Q2
J B CHEMICALS & The proposed remuneration is commensurate with the size and complexity of the
09-Sep-2021 AGM Management Kishore Bhatia & Associates as cost auditors for For For
PHARMACEUTICALS LTD. business.
Q2 FY22
ADITYA BIRLA FASHION Adoption of standalone and consolidated financial Abstain / No

09-Sep-2021 AGM Management For Group company.
AND RETAIL LTD statements for the year ended 31 March 2021 Vote
Q2
Reappoint Himanshu Kapania (DIN: 03387441) as
ADITYA BIRLA FASHION Abstain / No
09-Sep-2021 AGM Management Non-Executive Non-Independent Director, liable to For Group company.
AND RETAIL LTD Vote
retire by rotation
Q2
Appoint Price Waterhouse & Co Chartered
ADITYA BIRLA FASHION Accountants LLP as the statutory auditors for five Abstain / No
AND RETAIL LTD years from conclusion of FY21 AGM and fix their Vote
remuneration at Rs.15.7 mn with annual increments
Q2
Approve remuneration to Ashish Dikshit (DIN:
ADITYA BIRLA FASHION 01842066), Managing Director for two years from 1 Abstain / No
AND RETAIL LTD February 2021 to 31 January 2023 as minimum Vote
Q2 remuneration
Appoint Kumar Mangalam Birla (DIN: 00012813)

09-Sep-2021 AGM Management as Non-Executive Non-Independent Director, liable For Group company.
AND RETAIL LTD Vote
Q2
Appoint Ms. Sangeeta Pendurkar (DIN: 03035271)
ADITYA BIRLA FASHION as Whole-time Director for five years from 24 Abstain / No
AND RETAIL LTD February 2021 and fix her remuneration for three Vote
years as minimum remuneration
Q2
Appoint Vishak Kumar (DIN: 09078653) as Whole-
ADITYA BIRLA FASHION time Director for five years from 24 February 2021 Abstain / No
AND RETAIL LTD and fix his remuneration for three years as minimum Vote
Q2 remuneration
Appoint Vikram Rao (DIN: 00017423) as Non-
09-Sep-2021 AGM Management Executive Non-Independent Director, liable to retire For Group company.
AND RETAIL LTD Vote
Q2 by rotation
Appoint Yogesh Chaudhary (DIN: 01040036) as an
09-Sep-2021 AGM Management Independent Director for five years from 17 March For Group company.
AND RETAIL LTD Vote
Q2 2021
Appoint Preeti Vyas (DIN: 02352395) as an
09-Sep-2021 AGM Management Independent Director for five years from 31 March For Group company.
AND RETAIL LTD Vote
Q2 2021
Appoint Arun Adhikari (DIN: 00591057) as an
09-Sep-2021 AGM Management Independent Director for five years from 19 May For Group company.
AND RETAIL LTD Vote
Q2 2021
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The present authorized equity share capital of the company is Rs. 450. 0 mn,
comprising 225. 0 mn equity shares of face value Rs. 2. 0 each and paid-up share
capital as on 30 June 2021 is Rs. 249. 8 mn, comprising 124. 9 mn equity shares of
Approve increase in authorized share capital to Rs.
face value of Rs. 2. 0 each. Post the proposed bonus issue of 1:1 (see resolution #2),
09-Sep-2021 A P L APOLLO TUBES LTD. Postal Ballot Management 750.0 mn from Rs. 450.0 mn and consequently For For
the paid-up capital is expected to increase to Rs. 499. 6 mn. The company is
amend the Memorandum of Association (MoA)
seeking approval to increase its authorized share capital to Rs. 750. 0 mn; the
increase in authorized share capital also needs a consequential alteration to the
existing Clause V of the Memorandum of Association (MoA).
Q2
Post issuance of the bonus shares, the paid-up equity share capital of the company
will increase to Rs. 499. 6 mn comprising 249. 8 mn equity shares of Rs. 2 each.
Approve issuance of bonus shares in the ratio of one
The issuance will result in capitalization of securities premium/ free reserves/
09-Sep-2021 A P L APOLLO TUBES LTD. Postal Ballot Management bonus equity share for each equity share held (ratio For For
capital redemption reserve amounting to Rs. 249. 8 mn out of the total reserves of
of 1:1)
Rs. 14,238. 1 mn on 31 March 2021. The bonus issue will improve the liquidity of
the equity shares traded in the secondary market.
Q2
Ameet Kumar Gupta, 49, is Whole Time Director on the board of Havells India
Limited (part of the promoter group of Havells) and has been associated with
Reappoint Ameet Kumar Gupta (DIN: 00002838)
Havells since 1995. He holds a Bachelor’s degree in Engineering (Electronics and
09-Sep-2021 A P L APOLLO TUBES LTD. Postal Ballot Management as Independent Director for five years from 6 For For
Communication) and completed his MBA (Marketing and Finance) from Wake
August 2021
Forest University, North Carolina, USA. His appointment is in line with the
Approve Rahul Gupta (DIN: 07151792) as Non-
The company seeks to appoint Mr. Rahul Gupta as non-executive non-independent
09-Sep-2021 A P L APOLLO TUBES LTD. Postal Ballot Management Executive Non-Independent Director from 6 August For For
director, that will be subject to retire by rotation.
Q2 2021, liable to retire rotation
exercise which often requires first-hand information and proper due diligence. We
MANAPPURAM FINANCE Adoption of standalone and consolidated financial
10-Sep-2021 AGM Management For For do not comment on resolutions for adoption of financial statements, given the
limited time between receipt of the annual report and the shareholder meeting, but
Q2 provide analysis of critical ratios.
B. N. Raveendra Babu, 70, was one of the first directors of the company appointed
MANAPPURAM FINANCE To reappoint B N Raveendra Babu (DIN. in July 1992. He was Executive Director of the company till June 2020 and has
LTD. 00043622), as director liable to retire rotation been re-designated as Non-Executive Director. His reappointment as director liable
to retire by rotation meets all statutory requirements.
Q2
RRBs), UCBs and NBFCs (including HFCs), the company needs to appoint a
minimum of two joint statutory auditors. Therefore, Manappuram Finance proposes
to appoint MSKA & Associates and S K Patodia & Associates for three year as
MANAPPURAM FINANCE Appoint MSKA & Associates as Joint Statutory
10-Sep-2021 AGM Management For For joint statutory auditors to the approval of the RBI. The joint statutory auditors shall
LTD. Auditors for three years and fix their remuneration
be paid aggregate audit fees of Rs 9. 0 mn plus reimbursement of out-of-pocket
expenses for FY22, with authority to the audit committee to allocate the audit fees
between the joint statutory auditors, as may be mutually agreed between the
company and the joint statutory auditors, depending upon their respective scope of
work.
Q2
RRBs), UCBs and NBFCs (including HFCs), the company needs to appoint a
minimum of two joint statutory auditors. Therefore, Manappuram Finance proposes
to appoint MSKA & Associates and S K Patodia & Associates for three year as
MANAPPURAM FINANCE Appoint S K Patodia & Associates as Joint Statutory
10-Sep-2021 AGM Management For For joint statutory auditors to the approval of the RBI. The joint statutory auditors shall
LTD. Auditors for three years and fix their remuneration
be paid aggregate audit fees of Rs 9. 0 mn plus reimbursement of out-of-pocket
expenses for FY22, with authority to the audit committee to allocate the audit fees
between the joint statutory auditors, as may be mutually agreed between the
company and the joint statutory auditors, depending upon their respective scope of
work.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
S R Balasubramanian, 71, holds more than 43 years of experience in the field of

Information Technology in various capacities. Out of which 35 years are in the IT
Appoint S R Balasubramanian (DIN: 03200547) as space of BFSI - as Citibank, HDFC Bank, Yes Bank, Barclays Bank, Laxmi Vilas
MANAPPURAM FINANCE
10-Sep-2021 AGM Management Director liable to retire by rotation, from 28 June For For Bank etc. Currently he is the member of Information Security Committee of
LTD.
2021 Quantum AMC and provides his service as an external expert. The company must
clarify as to why he is being appointed as Non-Executive Director and not an
Independent Director. His appointment is in line with statutory requirements.
Q2
Approve revision in remuneration by way of
increment and variation in the terms of appointment
MANAPPURAM FINANCE
10-Sep-2021 AGM Management of V.P. Nandakumar (DIN:00044512) Managing For For Compliant with Law. No major concern identified.
LTD.
Director & CEO from 1 April 2021 till the
remainder of his tenure till 27 July 2022
Q2
BOMBAY BURMAH TRDG. Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
CORPN. LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The total dividend outflow for FY21 is Rs. 83. 8 mn. The dividend payout ratio for
BOMBAY BURMAH TRDG. Declare final dividend of Rs. 1.2 per equity share
13-Sep-2021 AGM Management For For the year is 298. 8% of the standalone PAT. The company’s standalone PAT
CORPN. LTD. (face value Rs. 2.0)
Q2 amounts to 0. 8% of its consolidated PAT.
Jehangir Wadia, 48, is part of the promoter group and former Managing Director,
Not fill casual vacancy caused by resignation of
BOMBAY BURMAH TRDG. Bombay Dyeing Ltd. He retires by rotation at this AGM. He has not offered himself
13-Sep-2021 AGM Management Jehangir N Wadia (DIN: 00088831), as Non- For For
CORPN. LTD. for reappointment and the vacancy caused by his retirement will not be filled. This
will not have any material implications for board independence.
Q2
As on 31 March 2021, the company had two branches located at Johor Bahru in
BOMBAY BURMAH TRDG.
13-Sep-2021 AGM Management Authorize the board to appoint branch auditors For For Malaysia and Usambara in Tanzania. Therefore, there is a need to appoint branch
CORPN. LTD.
auditors. Board will decide as per merit and will be rational.
Q2
BOMBAY BURMAH TRDG. Ratify remuneration of Rs. 250,000 payable to GLS The proposed remuneration to be paid to the cost auditor in FY22 is reasonable
Q2 CORPN. LTD. & Associates as cost auditor for FY22 compared to the size and scale of operations.
Reappoint Ness Wadia (DIN:00036049) as
Ness Wadia, 50, is part of the promoter family and has been on the board since
BOMBAY BURMAH TRDG. Managing Director for five years from 1 April 2021
13-Sep-2021 AGM Management For For April 2010. He was paid a remuneration of Rs. 38. 4 mn in FY21 which is in line
CORPN. LTD. and fix his remuneration in excess of regulatory
with most company promoter pay in te country.
Q2 thresholds
Rajesh Batra, 66, is Chairperson of Cravatex Limited and was Sheriff of Bombay in
Reappoint Rajesh Batra (DIN: 00020764) as
BOMBAY BURMAH TRDG. 1978. He has been an Independent Director on the board of National Peroxide Ltd,
13-Sep-2021 AGM Management Independent Director for a period of five years from For For
CORPN. LTD. a Wadia group company, since December 2005. His long standing is a problem but
30 March 2022
he has added value so is being re appointed.
Q2
The company has stated that the issue proceeds will be used to repay non-
convertible debentures maturing between FY22 and FY23 and other high cost debts
and replace near term maturity debts. The company wants to reduce its overall
financial costs and improve the debt maturity profile. The company receives
BOMBAY BURMAH TRDG. Approve private placement of redeemable Non-
13-Sep-2021 AGM Management For For adequate cash flows from its subsidiaries in the form of interest on inter-corporate
CORPN. LTD. Convertible Debentures (NCDs) upto Rs. 3.0 bn
deposits and dividends to meet its debt obligations. The proposed issuance will be
within the overall borrowing limit. BBTCL’s existing debt facilities are rated IND
AA/Stable/A1+, which denotes a high degree of safety regarding timely servicing of
financial obligations. These instruments carry very low credit risk.
Q2
14-Sep-2021 P I INDUSTRIES LTD. AGM Management For For
The company has paid an interim dividends of Rs. 3. 0 per share during FY21 and
proposes to pay Rs. 2. 0 per share as final dividend with total dividend aggregating
14-Sep-2021 P I INDUSTRIES LTD. AGM Management declare a final dividend of Rs. 2.0 per share (Face For For
to Rs. 5. 0 per share. Total dividend outflow will aggregate to Rs. 760. 0 mn.
value: Re. 1.0 per share) for FY21
Q2 Payout ratio is 10. 6% of the standalone PAT.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Raman Ramachandran, 63, is the MD & CEO of the company. He was the
Reappoint Dr. Raman Ramachandran (DIN: Chairperson & MD of BASF India. He has been on the board of the company since
00200297) as Director, liable to retire by rotation 1 July 2019. He has attended all board meetings held in FY21. He retires by
rotation; his reappointment is in line with statutory requirements.
Q2
Approve remuneration of Rs. 300,000 to K.G. The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Goyal & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Rajnish Sarna was reappointed as whole-time director in the 2017 AGM for five
years from 7 November 2017. Based on the increase in his responsibilities, the
Approve elevation of Rajnish Sarna (DIN: board has elevated Rajnish Sarna to the position of Joint-MD from 18 May 2021.
14-Sep-2021 P I INDUSTRIES LTD. AGM Management 06429468) to Joint Managing Director from whole- For For All other terms of his appointment and remuneration will remain same as approved
time director from 18 May 2021 in the 2017 AGM. He was paid Rs. 63. 2 mn in FY21 (~0. 7% of consolidated
PBT). Moving forward, we expect the company to remain judicious with executive
Q2 pay.
Dr. K. V. S. Ram Rao, 58, was the Executive Vice-President and Head – PSAI at
Dr. Reddy’s Laboratories Ltd. He joined the company as CEO – CSM Export in
November 2018. He has almost 20 years of experience in the pharmaceutical
Appoint Dr. K.V.S. Ram Rao (DIN: 08874100) as industry. He has a bachelor’s degree in technology from Faculty of Technology,
Director, liable to retire by rotation Osmania University, a master’s degree in field of engineering from Indian Institute
of Science, Bangalore and is a Ph. D. From Faculty of Engineering, Indian Institute
of Science, Bangalore He is liable to retire by rotation. His appointment is in line
Q2
We estimate Dr. K. V. S. Ram Rao’s FY22 remuneration to be Rs. 55. 9 mn. His
remuneration structure is open ended: there is no cap on the commission that can be
paid to him, the company must consider capping the commission payable to him in
Appoint Dr. K.V.S. Ram Rao (DIN: 08874100) as absolute amounts. We expect companies to disclose the performance metrics and
whole-time director for three years from 18 May associated benchmarks used to determine the variable pay. Further, his proposed
2021 and fix his remuneration as minimum remuneration is higher than some of the peers, however it is commensurate to the
remuneration size and complexity of the business. We also take into account that Dr. K. V. S.
Ram Rao is a professional and his skills and experience carry a market value.
Notwithstanding, we expect the company to be judicious with the pay going
forward.
Q2
Narayan Seshadri, 64, is the managing partner of Tranzmute LLP, and has been on
the board of PI Industries for 15 years – to this extent, we consider him to be a non-
Approve payment of commission aggregating Rs. executive non-independent director. He is the Chairperson of the board and a
20 mn to Narayan K. Seshadri (DIN: 00053563) in member of the NRC. The board believes he has played a key role in the M&A
14-Sep-2021 P I INDUSTRIES LTD. AGM Management FY21 as Independent Director and Chairperson, For For transactions and capital raise the company has done so far. To this extent, we
which exceeds 50% of the total remuneration paid support a one-time payout of Rs. 20 mn, which aggregates about ~0. 2% of FY21
to all non-executive directors standalone pre-tax profits. We consider Narayan Sheshadri as being over boarded:
he is on the board of four listed companies (including PI Industries), which is high
given his full-time responsibilities at Tranzmute.
Q2
IIFL WEALTH Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
MANAGEMENT LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Nirmal Jain, 54, is the promoter and founder of IIFL group. He attended 86% board
Reappoint Nirmal Jain (DIN: 00010535) as Non- meetings held in FY21 (6/7) and 92% board meetings held in past three years
IIFL WEALTH
14-Sep-2021 AGM Management Executive Non-Independent Director, liable to retire For For (23/25). He is Executive Chairperson on the board of IIFL Finance Limited (IIFL
MANAGEMENT LTD.
by rotation group company). He retires by rotation and his reappointment is in line with the
Venkataraman Rajamani, 53, is co-promoter of the group. He is the Managing

Reappoint Venkataraman Rajamani (DIN:
IIFL WEALTH Director at IIFL Finance Limited and Chairperson and Managing Director at IIFL
14-Sep-2021 AGM Management 00011919) as Non-Executive Non-Independent For For
MANAGEMENT LTD. Securities Limited. He attended 100% board meetings held in FY21 (7/7). He
retires by rotation and his reappointment is in line with the statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
IIFL WEALTH
14-Sep-2021 AGM Management (NCDs) on a private placement basis upto Rs. 2.5 For For The issuance will be within the borrowing limits of the company.
MANAGEMENT LTD.
Q2 bn
CREDIT ANALYSIS & Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
RESEARCH LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
For FY21, CARE has proposed a final dividend of Rs. 6. 0 per share in addition to
Confirm two interim dividends aggregating Rs.11 the two interim dividends aggregating to Rs. 11. 0 per share paid in FY21 taking
CREDIT ANALYSIS &
14-Sep-2021 AGM Management per share and declare final dividend of Rs. 6.0 per For For the total dividend to Rs 17. 0 per share (Rs 19. 5 per share in FY20). The total
RESEARCH LTD.
share (FV Rs.10) for FY21 dividend outflow for FY21 is Rs. 500. 8 mn. The dividend payout ratio for FY21 is
Q2 58. 4% (71. 4% in FY20).
Ajay Mahajan, 53, is Managing Director of the company. He attended 100% (8/8)
CREDIT ANALYSIS & Reappoint Ajay Mahajan (DIN: 05108777) as
14-Sep-2021 AGM Management For For of the board meetings in FY21. He retires by rotation and his reappointment is in
RESEARCH LTD. Director liable to retire by rotation
The company proposes to appoint B S R & Co. LLP as statutory auditors for five
years in place of Khimji Kunverji & Co. LLP who have completed their tenure. The
Appoint B S R & Co. LLP as statutory auditors for audit fee proposed for FY22 is Rs. 3. 45 mn plus applicable taxes and other
CREDIT ANALYSIS &
14-Sep-2021 AGM Management a period of five years from FY22 and fix their For For certifications and other reimbursements. Khimji Kunverji & Co. LLP was paid a
RESEARCH LTD.
remuneration at Rs. 3.45 mn for FY22 statutory audit fee of Rs. 3. 18 mn in FY21. B S R & Co. LLP’s appointment is in
line with statutory requirements. The proposed remuneration is reasonable
Q2
Ajay Mahajan’s estimated FY22 remuneration at Rs. 61. 7 mn (including fair value
of Rs. 13. 0 mn – representing fair value of 500,000 options granted in FY21 –
distributed over his term of five years) is higher than industry peers. However, we
Approve remuneration payable to Ajay Mahajan recognise that despite the adverse impacts of the pandemic, the company has
CREDIT ANALYSIS & (DIN: 05108777) as Managing Director & CEO for maintained its performance and shown a marginal increase in profitability. The
RESEARCH LTD. one year from 15 April 2021 as minimum proposal for remuneration to exceed regulatory thresholds is limited to one-year
remuneration upto 14 April 2022 – we do not expect his remuneration to breach this threshold
unless the company’s performance deteriorates significantly. Notwithstanding, the
company must consider setting an absolute cap on the commission payable to him
and disclose performance metrics that will determine his variable pay.
Q2
Adesh Kumar Gupta, 64, was Former Executive Director and CFO, Grasim
Industries Ltd until 30 June 2015 and was first appointed to the board in 2016. He
is a Chartered Accountant, a Company Secretary, and an Insolvency Professional.
Reappoint Adesh Kumar Gupta (DIN: 00020403) as
CREDIT ANALYSIS & The company has clarified that he is neither a practicing CA nor CS nor an active
14-Sep-2021 AGM Management Independent Director for a period of three years For For
RESEARCH LTD. partner of the insolvency firm. Adesh Kumar Gupta is an Independent Director on
from the FY21 AGM
five listed companies (including CARE Ratings). His appointment is in line with
statutory requirements. We note that Adesh Kumar Gupta is on the board of a few
companies, whose debt has been rated by CARE Ratings.
Q2
Adoption of standalone and consolidated financial We have relied upon the auditors’ report, which has not raised concerns on the
statements for the year ended 31 March 2021 with financial statements. Based on the auditors’ report, which is unqualified, the
14-Sep-2021 CEAT LTD. AGM Management For For
the reports of the Board of Directors and the financial statements are in accordance with generally accepted accounting policies
Q2 Auditors thereon and Indian Accounting Standards (IND-AS).
Declare final dividend of Rs. 18.0 per equity share The total dividend payout for FY21 aggregates to Rs. 728. 1 mn. The dividend
Q2 of face value Rs. 10.0 each for FY21 payout ratio for FY21 was 17. 6%.
Arnab Banerjee, 56, is the Chief Operating Officer, CEAT Limited. He was first
Reappoint Arnab Banerjee (DIN: 06559516) as appointed on the board on 17 May 2013. He Joint CEAT as Vice President - Sales
Director in 2005. He has attended 83% (5 out of 6) board meetings in FY21. He retires by
Q2
Ratify remuneration of Rs.300,000 payable to DC The total remuneration proposed to be paid to the cost auditors is reasonable
Q2 Dave & Co, cost auditors for FY22 compared to the size and scale of operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Priya Nair, 49, is Executive Director - Beauty and Personal Care (BPC) for
Hindustan Unilever Ltd and Vice President BPC, South Asia, responsible for
Appoint Ms. Priya Nair (DIN: 07119070) as an Beauty and Personal Care business spanning India, Pakistan, Bangladesh, Sri Lanka
14-Sep-2021 CEAT LTD. AGM Management Independent Director for five years from 27 October For For and Nepal. She holds an MBA in Marketing from Symbiosis Institute of Business
2020 Management, Pune. She has also completed the Harvard Senior Executive Program.
Her appointment as an Independent Director for five years is in line with the
Q2
Harsh V. Goenka, 62, is the promoter and the Chairperson of CEAT and has been
on the board since 40 years. Harsh V. Goenka was paid a total commission of Rs.
89. 0 mn across the RPG group companies in FY20. In CEAT Limited, the
Approve payment of Rs. 37.0 mn as commission to
aggregate commission to all non-executive directors in FY21 was Rs. 43. 4 mn
Harsh V. Goenka as Non-Executive Chairperson for
14-Sep-2021 CEAT LTD. AGM Management For For which includes Harsh V. Goenka’s commission of Rs. 37. 0 mn. His commission is
FY21, in excess of 50% of the total annual
reasonable at 0. 8% of FY21 profit before tax and commensurate with the size and
scale of operations. As promoter, he plays a material role in establishing strategic
direction – even while being appointed in a non-executive capacity. Thus, his
remuneration is commensurate with his responsibilities.
Q2
The company plans to undertake project related capital expenditure worth around
Rs. 10. 0 bn and spend around Rs. 1. 8 bn towards routine and maintenance capex
in FY22. The company’s existing debt carries a credit rating of CARE
AA/Stable/CARE A1+ and IND AA/Stable/IND A1+, which represents a high
degree of safety regarding the timely servicing of financial obligations. The
Approve private placement of Non-Convertible
company’s consolidated debt on 30 June 2021 was Rs. 17. 8 bn and the current
14-Sep-2021 CEAT LTD. AGM Management Debentures/debt securities upto Rs. 5 bn for one For For
borrowing limit is Rs. 20. 0 bn over and above the paid-up capital and free reserves
year
of the company as approved in the 2019 AGM. The company’s paid-up capital plus
free reserves stood at Rs. 25. 5 bn on 31 March 2021. Thus, the total borrowing
limit is Rs. 45. 5 bn, and while not explicitly stated, we believe the NCDs/debt
securities will be within the borrowing limit. The debt/equity and debt/EBITDA
ratios were 0. 4x and 1. 4x respectively on 31 March 2021.
Q2
The proposal for change of place of keeping Register and Index of Members &
other records is due to the shifting of the registered office of TSR Darashaw
Consultants Private Limited, Registrars and Share Transfer Agents of the company.
Approve change of place of keeping Register and The company proposes to keep the records at the office of TSR Darashaw
Index of Members & other records Consultants Private Limited, Registrars and Share Transfer Agents of the Company
at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai -
400083. Given the accessibility of the proposed location, the move will not impede
the accessibility of documents to shareholders.
Q2
The Statutory Auditors have not made any qualifications with respect to the
standalone financial statements of the Company and have discontinued the
qualification on internal controls in the previous year. The Directors have confirmed
ZEE ENTERTAINMENT Adoption of standalone and consolidated financial
14-Sep-2021 AGM Management For For in their report U/s 134 of the Companies Act that the accounting policies selected
ENTERPRISES LTD. statements for the year ended 31 March 2021
were applied consistently and the judgments and estimates related to these annual
accounts have been made on a prudent and reasonable basis, so as to give a true and
fair view of the state of affairs of the Company as on March 31, 2021.
Q2
The company paid dividend at 6% per annum on preference shares of face value Rs.
ZEE ENTERTAINMENT
14-Sep-2021 AGM Management Confirm dividend on preference shares For For 10. 0. During the year, the total outflow of the dividend paid on these shares
ENTERPRISES LTD.
Q2 amounted to Rs. 466. 8 mn.
ZEE ENTERTAINMENT Declare a final dividend of Rs. 2.5 per share of face FY21 is 21. 4%. It continues to remain below the stated pay-out ratio of 25%.
ENTERPRISES LTD. value Re 1.0 each Shareholders must engage with the board to understand its rationale for the low
payout ratio and the circumstances under which it will follow its stated policy.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mr. Ashok Kurien is one of the founder-promoters of ZEEL. Current MD, Mr.
Punit Geonka has stated that he is working as a professional now and disintegrated
himself from the promoter family. Mr. Kurien is still indirectly representing the
Reappoint Ashok Kurien (DIN: 00034035) as Non- promoter family, in our view. He has been on the board of the company for long
ZEE ENTERTAINMENT
14-Sep-2021 AGM Management Executive Non-Independent Director, liable to retire For Against time (first appointment in Nov’1992), and there have been multiple governance
ENTERPRISES LTD.
by rotation issues in the past (like Inter corporate deposits) leading to loss of wealth creation
for minority shareholders. Additionally, he is 71 years old, so he can pave the way
for young, dynamic and new generation tech professionals, which would benefit the
company on ZEE5 strategies.
Q2
ZEE ENTERTAINMENT Approve remuneration of Rs. 300,000 for Vaibhav The total remuneration proposed to be paid to the cost auditors in FY22 is
ENTERPRISES LTD. P. Joshi & Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Q2
Sasha Mirchandani, 49, is the Founder and Managing Director of Kae Capital, an
Appoint Sasha Mirchandani (DIN 01179921), as
ZEE ENTERTAINMENT early seed stage fund. He has worked with a wide spectrum of tech and digital
14-Sep-2021 AGM Management Independent Director for three years from 24 For For
ENTERPRISES LTD. ecommerce companies which include Analytics, InMobi, Myntra, 1Mg, HealthKart
December 2020
and Zetwek. His appointment is in line with statutory requirements.
Q2
Vivek Mehra, 65, Chartered Accountant, was Partner/ED at PWC till April 2017.
Appoint Vivek Mehra (DIN 00101328), as
ZEE ENTERTAINMENT He also was the founder and national leader for PwC Regulatory and M&A
ENTERPRISES LTD. Practices and has been elected on PwC Governance Oversight Board for two
December 2020
consecutive terms. His appointment is in line with the statutory requirements.
Q2
Mr. Manish Chokhani is an experienced professional and serving Independent
director in various listed companies and also investor in various consumer facing
companies. He is currently a Senior Advisor to TPG Capital. He also serves on the
Appoint Manish Chokhani (DIN 00204011), as Non-
ZEE ENTERTAINMENT boards of the publicly listed Westlife Developers (McDonalds) and Shoppers Stop
14-Sep-2021 AGM Management Executive Non-Independent Director from 1 April For For
ENTERPRISES LTD. as well as on the Governing body of Flame University. Given his rich experience,
he can continue to add value to ZEEL to grow and expand its traditional business
and ZEE5 and he has seen the company evolving from traditional broadcasters to a
dominant OTT players domestically.
Q2
JOHNSON CONTROLS-
15-Sep-2021 HITACHI AIR CONDITIONING AGM Management For For
INDIA LTD
Q2
Yoshikazu Ishihara is the Vice President & General Counsel – Johnson Controls.
JOHNSON CONTROLS- Reappoint Yoshikazu Ishihara (DIN: 07998690) as
He has nearly 25 years of legal experience. He has been on the board of the
15-Sep-2021 HITACHI AIR CONDITIONING AGM Management Non-Executive Non-Independent Director, liable to For For
company since 30 January 2018. He has attended all board meetings held in FY21.
INDIA LTD retire by rotation
He retires by rotation; his reappointment is in line with statutory requirements.
Q2
The company appointed Price Waterhouse & Co. As statutory auditors in the FY16
Reappoint Price Waterhouse & Co. Chartered AGM, for five years. The company proposes to reappoint them for a further term of
JOHNSON CONTROLS-
Accountants LLP as statutory auditors for five years five years from the conclusion of the FY21 AGM, which will complete their tenure
from the conclusion of the FY21 AGM and of ten years as per provisions of section 139 of Companies Act 2013. Their
INDIA LTD
authorize the board to fix their remuneration reappointment is in line with statutory requirements. The company has not made
any disclosures on the proposed audit fees, which is mandatory.
Q2
JOHNSON CONTROLS-
Approve remuneration of Rs. 125,000 to Kiran J. The total remuneration proposed to be paid to the cost auditors in FY22 is
Mehta & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
INDIA LTD
Q2
JOHNSON CONTROLS- Approve revision in remuneration payable to We estimate Gurmeet Singh’s FY22 remuneration to be Rs. 35. 0 mn against the
15-Sep-2021 HITACHI AIR CONDITIONING AGM Management Gurmeet Singh (DIN: 06938403) as Chairperson For For Rs. 23. 1 mn in FY21. His remuneration is comparable to peers and commensurate
INDIA LTD and Managing Director from 1 April 2021 to the size of the business.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has highlighted the absence of
impairment provision against the erosion of investment in two wholly owned
subsidiaries, suspension of mining operations at Tikak, Tipong and Tirap mines and
the lack of provision of impairment against this, the company and its subsidiaries
not providing for Contributory Post Retirement Benefit Scheme (CPRMSNE) for
on roll non-executive employees based on actuarial valuation, contingent liability
Adoption of standalone and consolidated financial towards penalty for mining of coal in excess of the environmental clearances limit
15-Sep-2021 COAL INDIA LTD. AGM Management For For
statements for the year ended 31 March 2021 and disputed income tax demands and other pending issues pertaining to various
mines. Except for these matters, the auditors are of the opinion that the financial
principles. We raise concerns that the board and audit committee of the company do
not comprise of any independent director and is not in line with regulations.
However, we note that the financial statements have been reviewed by the
Comptroller & Auditor General of India.
Q2
Confirm interim dividends of Rs. 7.5 per share and
15-Sep-2021 COAL INDIA LTD. AGM Management Rs. 5.0 per share and declare final dividend of Rs. For For
FY21 is 129. 1% (65. 6% in FY20).
3.5 per share (face value of Rs.10)
Q2
V K Tiwari, 58, is the nominee director of Ministry of Coal. He is the Additional
Secretary, Ministry of Coal, Government of India. He attended all nineteen board
15-Sep-2021 COAL INDIA LTD. AGM Management Reappoint V K Tiwari (DIN- 03575641) as Director For For
Ms. Nirupama Kotru, 52, is an officer of the Indian Revenue Service. Until recently
she was posted as Joint Secretary in the Ministry of Culture, GOI. Her appointment
is in line with all statutory requirements. We raise concerns as the company does
Appoint Ms. Nirupama Kotru (DIN: 09204338) as
not have sufficient number of independent directors (50%) as required under the
15-Sep-2021 COAL INDIA LTD. AGM Management Government Nominee Director with effect from 15 For For
regulations. Currently the board has no Independent Director (out of seven
June 2021, liable to retire by rotation
directors). We believe, the company must consider appointing additional
Independent Directors on the board instead of appointing Non Executive Non-
Q2 Independent Directors.
Ratify remuneration of Rs. 400,000 paid to Shome The total remuneration paid to the cost auditors is reasonable compared to the size
15-Sep-2021 COAL INDIA LTD. AGM Management For For
Q2 & Banerjee, cost auditor for FY21 and scale of operations.
Vinay Ranjan is being appointed as Director (Personnel & IR), Coal India Limited
from 28 July 2021 till his superannuation or until further orders are received from
the Ministry of Coal. Prior to this, he was Director (Personnel) of Eastern Coalfields
Ltd. Since August 2018. Before joining the coal industry, he was the Corporate
Appoint Vinay Ranjan (DIN: 03636743) as Director Vice President & Head HR of DB Power Ltd. He was initially associated with
15-Sep-2021 COAL INDIA LTD. AGM Management designated as Director (Personnel & IR) from 28 For For Videsh Sanchar Nigam Ltd and post the divestment of VSNL to the Tata Group, he
July 2021 also worked with Reliance and JSW group in corporate roles. He is liable to retire
by rotation. His proposed remuneration is not disclosed: remuneration in public
sector enterprises is usually not high. As a good practice, we expect companies to
disclose the proposed appointment terms including proposed remuneration to its
shareholders through the AGM notice.
Q2
We have relied upon the auditors’ report, which has highlighted uncertainty in
relation towards a claim being defended by HPCL Biofuels Limited, a 100%
subsidiary, assessment of impairment towards loans given under Prime Minister
Ujjwala Yojana (PMUY), covid-19 related impact and provisions made towards the
investments by the provident fund trust and post-retirement medical benefit fund
HINDUSTAN PETROLEUM Adoption of standalone and consolidated financial
15-Sep-2021 AGM Management For For trust in case of NCDs of certain companies such as IL&FS and DHFL. Except for
CORPN. LTD. statements for the year ended 31 March 2021
these matters, the auditors are of the opinion that the financial statements are
prepared in accordance with the generally accepted accounting principles. We raise
concerns that the audit committee of the company comprises of only one
independent director and is not in line with regulations. However, we note that the
financial statements are reviewed by the Comptroller & Auditor General of India.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
HPCL proposes to pay a final dividend of Rs. 22. 75 per equity share. Total
HINDUSTAN PETROLEUM Declare final dividend of Rs. 22.75 per equity share
15-Sep-2021 AGM Management For For dividend outflow will aggregate to Rs. 32. 3 bn. Payout ratio is 30. 3% of the
CORPN. LTD. (Face value: Rs. 10.0 per share) for FY21
Q2 standalone PAT.
Sunil Kumar, 51, is a Government Nominee Director of the company. He is the
Joint Secretary (Refineries), Ministry of Petroleum & Natural Gas. He has been on
HINDUSTAN PETROLEUM Reappoint Sunil Kumar (DIN: 08467559) as
15-Sep-2021 AGM Management For For the board of the company since 20 May 2019. He has attended all board meetings
CORPN. LTD. Director, liable to retire by rotation
held in FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Vinod S. Shenoy, 58, is the Director-Refineries of the company. He has been on the
HINDUSTAN PETROLEUM Reappoint Vinod S. Shenoy (DIN: 07632981) as board of the company since 1 November 2016. He has attended all board meetings
CORPN. LTD. Director, liable to retire by rotation held in FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Dr. Alka Mittal, 59, is the Director – HR of Oil and Natural Gas Corporation
Appoint Dr. Alka Mittal (DIN: 07272207) as
HINDUSTAN PETROLEUM Limited (promoters of the company). She is a postgraduate in Economics, MBA
15-Sep-2021 AGM Management Nominee Director liable to retire by rotation from For For
CORPN. LTD. (HRM) and a Doctorate in Commerce and Business Studies in the area of corporate
17 June 2021
governance. Her appointment is in line with statutory requirements.
Q2
Approve aggregate remuneration of Rs. 400,000 to
HINDUSTAN PETROLEUM The total remuneration proposed to be paid to the cost auditors in FY22 is
15-Sep-2021 AGM Management be paid to ABK & Associates and Dhananjay V. For For
CORPN. LTD. reasonable compared to the size and scale of operations.
Joshi & Associates, cost auditors for FY22
Q2
HMEL is a joint venture of HPCL (48. 99%) and Mittal Energy Investments Pte.
Ltd (MEI), Singapore (48. 99%). HPCL proposes purchase and sale of petroleum
HINDUSTAN PETROLEUM Approve related party transactions amounting to Rs.
15-Sep-2021 AGM Management For For products, lease rental receipts, operation and maintenance of LPG facilities,
CORPN. LTD. 466 bn with HPCL Mittal Energy Limited in FY23
infrastructure charges etc. From HMEL during FY23. The transactions are in the
ordinary course of business and at arm’s length.
Q2
PRINCE PIPES AND FITTINGS Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
Jayant Chheda, 75, is a part of the promoter family. He is currently designated as
PRINCE PIPES AND FITTINGS Reappoint Jayant Chheda (DIN: 00013206) as the Chairperson & Managing Director of the company. He retires by rotation. He
LTD. Director has attended all four board meetings in FY21. His reappointment meets all statutory
Q2 requirements.
Confirm interim dividend of Rs. 1.5 and declare
PRINCE PIPES AND FITTINGS The total dividend outflow including interim dividend for FY21 is Rs. 0. 4 bn. The
15-Sep-2021 AGM Management final dividend of Rs. 2.0 per equity share (face value For For
LTD. dividend payout ratio is 17. 4%.
Q2 Rs. 10.0)
The company proposes to appoint N. A. Shah Associates LLP as statutory auditors

for a period of five years from the conclusion of the FY21 AGM. They will be
replacing Khimji Kunverji & CO. LLP. In FY21, Khimji Kunverji & Co. LLP were
paid a remuneration of Rs 4. 0 mn in connection with statutory audit/limited review
Appoint N.A. Shah Associates LLP as statutory
PRINCE PIPES AND FITTINGS (excluding out-of-pocket expenses and taxes). N. A. Shah Associates LLP will be
15-Sep-2021 AGM Management auditors for five years starting from the conclusion For For
LTD. paid a remuneration of Rs 2. 80 mn for (excluding out-of-pocket expenses and tax)
of the FY21 AGM and fix their remuneration
for FY22 in connection with the statutory audit. The proposed remuneration payable
understand if there is a reduction in the scope of audit.
Q2
Ratify remuneration of Rs. 330,000 per annum
PRINCE PIPES AND FITTINGS The total remuneration proposed to be paid to the cost auditors in FY22 is
15-Sep-2021 AGM Management payable to Ketki D. Visariya as cost auditors for For For
LTD. reasonable compared to the size and scale of operations.
Q2 FY22
Revise remuneration of Heena Chheda in office of

Remuneration increase in % terms looks higher due to low base. However, in
PRINCE PIPES AND FITTINGS profit as Vice President – Finance by 25% per
15-Sep-2021 AGM Management For For absolute terms it appears reasonable particularly in the light of sharp improvement
LTD. annum on the last drawn salary, for three years from
in performance of the company at all fronts.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Revise remuneration of Nihar Chheda in office of

Remuneration increase in % terms looks higher due to low base. However, in
PRINCE PIPES AND FITTINGS profit as Vice President – Strategy by 35% per
15-Sep-2021 AGM Management For For absolute terms it appears reasonable particularly in the light of sharp improvement
LTD. annum on the last drawn salary, for three years from
in performance of the company at all fronts.
Q2
KEWAL KIRAN CLOTHING Adoption of standalone and consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
Q2
Hemant P. Jain, 57, is a Promoter and Deputy Managing Director and has been on
KEWAL KIRAN CLOTHING Reappoint Hemant P. Jain (DIN: 00029822) as
15-Sep-2021 AGM Management For For board since January 1992. He has attended all the board meetings in FY21. His
LTD. Director
Approve revision in the remuneration of Kewalchand P. Jain, 60, Promoter, Chairperson and Managing Director has been on
KEWAL KIRAN CLOTHING Kewalchand P. Jain (DIN 00029730), Chairman the board since January 1992. The proposed remuneration for Kewalchand P. Jain,
LTD. and Managing Director from 1 September 2021 to is estimated to range between Rs, 12. 5 mn to Rs. 16. 5 mn. Kewalchand Jain’s
31 August 2024, as minimum remuneration revised remuneration is reasonable.
Q2
Approve designation of Hemant P. Jain (DIN: Hemant P. Jain, 57, Promoter, and whole-Time Director has been on the board
KEWAL KIRAN CLOTHING 00029822) as Joint Managing Director from 1 since January 1992. He is being re-designated as Joint Managing Director and his
LTD. September 2021 to 31 August 2024, and revise proposed remuneration, is estimated to range between Rs, 12. 5 mn to Rs. 16. 5 mn.
remuneration as minimum remuneration Hemant Jain’s revised remuneration is reasonable.
Q2
Approve revision in the remuneration of Dinesh P.
Dinesh P. Jain, 52, Promoter, Whole-Time Director has been on the board since
KEWAL KIRAN CLOTHING Jain (DIN 00327277), WholetimeDirector from 1
15-Sep-2021 AGM Management For For October 1997. The proposed remuneration for Dinesh P. Jain, is estimated to range
LTD. September 2021 to 31 August 2024, as minimum
between Rs, 12. 5 mn to Rs. 16. 5 mn.
Q2 remuneration
Approve revision in the remuneration of Vikas P. Vikas P. Jain, 51, Promoter, Whole-Time Director has been on the board since
KEWAL KIRAN CLOTHING Jain (DIN 00029901), Wholetime Director, from 1 October 1997. The proposed remuneration for Vikas P. Jain, is estimated to range
LTD. September 2021 to 31 August 2024, as minimum between Rs, 12. 5 mn to Rs. 16. 5 mn. Vikas Jain’s revised remuneration is
Q2 remuneration reasonable.
Pankaj K. Jain, 36, is the son of Chairperson & MD, Kewalchand P. Jain. He is
Approve revision in the remuneration of Pankaj K. currently designated as President-Retail. He was appointed in October 2008. As
KEWAL KIRAN CLOTHING
15-Sep-2021 AGM Management Jain, holding office of profit as President - Retail For For stated by the company, he will be responsible to assist the management in its
LTD.
from 1 September 2021, capped at Rs. 5.0 mn finance and retail operations. He brings along great experience and new ideas
Q2 which can help the company's growth.
Hitendra H. Jain, Son of Hemant P. Jain, Joint Managing Director. He is currently

Approve revision in the remuneration of Hitendra
designated as President- Addictions. He was appointed in November 2010. As
KEWAL KIRAN CLOTHING H. Jain, holding office of profit as President –
15-Sep-2021 AGM Management For For stated by the company, he will be responsible for Business Development, lifestyle
LTD. Addictions from 1 September 2021, capped at Rs.
accessories division and such other functions as may be assigned to him from time
5.0 mn
to time. He brings along great experience and new ideas into the company.
Q2
15-Sep-2021 IDFC FIRST BANK LTD AGM Management For For financial statements. Based on the auditors’ report, which is unqualified, the
statements for year ending 31 March 2021
financial statements are in accordance with generally accepted accounting policies.
Q2
Vishal Mahadevia, 49, is Managing Director, Head of India, and part of the
Reappoint Vishal Mahadevia (DIN: 01035771), as
15-Sep-2021 IDFC FIRST BANK LTD AGM Management For For Executive Management of Warburg Pincus India. He is liable to retire by rotation
Q2 and his reappointment is in line with statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
BSR & Co. Will be completing a period of two years as statutory auditors at the
conclusion of the AGM of 2021. In line with the 27 April 2021 RBI Guidelines for
Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks, the bank needs to appoint a minimum of two joint statutory
Reappoint BSR & Co LLP as joint statutory auditors. Therefore, IDFC First Bank proposes to appoint BSR & Co LLP for one
15-Sep-2021 IDFC FIRST BANK LTD AGM Management auditors for one year at an annual remuneration of For For year and MSKA & Associates for three years as joint statutory auditors to the
Rs. 27.0 mn in aggregate approval of the RBI. The joint statutory auditors shall be paid aggregate audit fees
of Rs 27. 0 mn plus reimbursement of out-of-pocket expenses for FY22, with
authority to the audit committee to allocate the audit fees between the joint statutory
auditors, as may be mutually agreed between the bank and the joint statutory
auditors, depending upon their respective scope of work.
Q2
appoint a minimum of two joint statutory auditors. Therefore, IDFC First Bank
proposes to appoint BSR & Co LLP for one year and MSKA & Associates for three
Reappoint MSKA & Associates as joint statutory
years as joint statutory auditors to the approval of the RBI. The joint statutory
15-Sep-2021 IDFC FIRST BANK LTD AGM Management auditors for three years at a remuneration of Rs. For For
auditors shall be paid aggregate audit fees of Rs 27. 0 mn plus reimbursement of
27.0 mn in aggregate for FY22
out-of-pocket expenses for FY22, with authority to the audit committee to allocate
the audit fees between the joint statutory auditors, as may be mutually agreed
scope of work.
Q2
S. Ganesh Kumar, 61, was Executive Director with the Reserve Bank of India and
worked with the RBI for more than three decades. He was nominee of the RBI on
Appoint S. Ganesh Kumar (DIN: 07635860) as the Committee for Payment and Settlement Systems in Bank for International
15-Sep-2021 IDFC FIRST BANK LTD AGM Management Independent Director for five years from 30 April For For Settlements (BIS), Basel, Switzerland. He was also associated with the National
2021 Cyber Security Council of the Government of India, and in the framing of the
Payment and Settlement Systems Act. His appointment is in line with the statutory
Q2 requirements.
Ajay Sondhi, 61, is Founder & CEO of Sentinel Advisors Pvt Ltd, Singapore, a
boutique business and strategy advisory firm. He was previously MD and Regional
Appoint Ajay Sondhi (DIN: 01657614) as Non- Manager for PWM at Goldman Sachs, Singapore. He has worked with Citibank,
15-Sep-2021 IDFC FIRST BANK LTD AGM Management Executive Non-Independent Director, liable to retire For For Kotak Mahindra Bank, Salomon Brothers, Barclays Bank and UBS AG in India in
by rotation for four years from 22 July 2021 the past. Ajay Sondhi was an Independent Director of IDFC Bank Limited from
July 2015 up to December 2018. Presently, Ajay Sondhi is an Independent Director
of IDFC Limited.
Q2
Pravir Vohra, 67, is the Former President & Group CTO of ICICI Bank. Post his
retirement from ICICI Bank in 2012, he mentored startups in the payments space
Reappoint Pravir Vohra (DIN: 00082545) as
and has completed a 2-year assignment with New Development Bank, Shanghai.
15-Sep-2021 IDFC FIRST BANK LTD AGM Management Independent Director for five years from 1 August For For
He has served on the board for the past three years. The bank should have sought
2021
approval for his reappointment prior to the expiry of his previous tenure. His
reappointment for a further term of five years is in line with statutory requirements.
Q2
V. Vaidyanathan’s is the bank’s Managing Director and CEO and owns 2. 24% of
the bank’s equity on a fully diluted basis (including stock option grants). His
remuneration for FY21 aggregated to ~ Rs. 100. 3 mn (this includes performance
bonus and fair value of ESOPs). Given the challenge posed by COVID-19, V.
Vaidyanathan voluntarily opted for a 30% reduction in his fixed salary for FY21
Reappoint V. Vaidyanathan (DIN: 00082596) as
which is proposed to continue in FY22 as well. As per our estimates his proposed
15-Sep-2021 IDFC FIRST BANK LTD AGM Management Managing Director & Chief Executive Officer, for For For
payout will be Rs 120. 0 mn (including estimated performance bonus and fair value
three years from 19 December 2021
of ESOPs) and as per RBI guidelines proposed remuneration can go upto Rs 179. 6
mn (variable pay can be upto 3 times of fixed pay). The proposed remuneration is in
line with the size and complexities of IDFC First Bank and comparable to others in
the industry. The proposed remuneration, is largely variable in nature, and expected
to incentivize performance.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation

remuneration of Rs. 2. 0 mn doubled from profit related commission of upto Rs 1. 0
mn as approved on 1 June 2015. Following this, IDFC First Bank proposes to
Approve payment of fixed remuneration of Rs 1.6 increase the remuneration paid to its non-executive directors to upto Rs 2. 0 mn.
15-Sep-2021 IDFC FIRST BANK LTD AGM Management mn to Non-Executive Directors (other than part time For For NEDs will be paid fixed remuneration of Rs 1. 6 mn for FY22, in accordance with
chairperson) for FY22 within the limit of Rs 2.0 mn the proposed resolution (if approved) from 1 April 21 onwards. Future increments
(within the limits of Rs 2. 0 mn) will be decided by the board / NRC. We raise a
concern that the resolution is in perpetuity but note that the amount of remuneration
is regulated by the RBI and has an upper cap of Rs 2. 0 mn. The bank must
approach shareholders periodically for approval to pay remuneration to non-
executive directors.
Q2
The issue of securities will be subject to the current borrowing limit of Rs. 1,500
bn. IDFC FIRST Bank’s ratings are CRISIL AA/Stable/CRISIL A1+, IND
To approve offer and issue of debt securities on a
15-Sep-2021 IDFC FIRST BANK LTD AGM Management For For AA+/Negative, ICRA AA+/Stable/ICRA A1+ which denotes high degree of safety
private placement basis upto a limit of Rs 50 bn
regarding timely servicing of financial obligations. Debt levels of a bank are reined
Q2 in by RBI’s capital adequacy norms.
Haribhakti & Co and Pijush Gupta & Co have been auditors of the company for
four years. In line with the 27 April 2021 RBI Guidelines for Appointment of
Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks
Appoint Sundaram & Srinivasan, Chartered
(excluding RRBs), UCBs and NBFCs (including HFCs), the NBFC needs to
Accountants and Khimji Kunverji & Co LLP, as
appoint new joint auditors. Therefore, STFC proposes to appoint Sundaram &
SHRIRAM TRANSPORT joint statutory auditors for three years from FY22
15-Sep-2021 EGM Management For For Srinivasan and Khimji Kunverji & Co LLP for three years as joint statutory
FINANCE CO. LTD. and fix their remuneration and approve
auditors. The new joint statutory auditors shall be paid statutory audit fees of Rs 4. 0
remuneration to Haribhakti & Co and Pijush Gupta
mn each plus reimbursement of out-of-pocket expenses for FY22 while Haribhakti
& Co for FY22 till the date they hold office
& Co. LLP and Pijush Gupta & Co will be paid Rs. 1. 2 mn and Rs. 0. 7 mn
respectively, upto the date of holding office. We raise concern that multiple agenda
items are being merged into one resolution.
Q2
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management For For
Ashok Katariya, 71, is the promoter and Chairperson. He has been on the board
Reappoint Ashok Katariya (DIN:00112240), as
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management For For since May 1993 and has attended all the board meetings held in FY21. He retires by
Q2
Satish Parakh, 62, is the promoter and Managing Director. He has been on the
Reappoint Satish Parakh (DIN:00112324), as
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management For For board since May 1993 and has attended all the board meetings held in FY21. He
retires by rotation and his reappointment meets all statutory requirements.
Q2
Ashish Kataria, 43, part of the promoter family and Managing Director of Ashoka
Reappoint Ashish Kataria (DIN:00580763), as Non-
Concessions Limited, a subsidiary of ABL. He has been on the board since April
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management Executive Non-Independent Director, liable to retire For For
2020 and has attended all the board meetings held in FY21. He retires by rotation
by rotation
Q2
Ratify remuneration of Rs.540,000 for CY & The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Associates, as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Ashok Katariya, 71, is the promoter and Chairperson. His remuneration is fixed
Approve revision in remuneration of Ashok annually. His proposed remuneration for FY22 is estimated at Rs. 41. 1 mn, a 16%
Katariya (DIN:00112240), Whole-time Director, decrease over FY21. The remuneration is commensurate with the size and scale of
designated as Chairperson for FY22, as minimum business and in line with peers. The company must consider disclosing the basis of
remuneration paying variable pay in the past – that is, Ashok Katariya’s performance vis-à-vis
benchmarks, performance metrics that determine variable pay.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Satish Parikh, 62, is the promoter and Managing Director. His proposed
remuneration for FY22 is estimated at Rs. 46. 3 mn, a 16% decrease over FY21.
Approve revision in remuneration of Satish Parikh
The remuneration is commensurate with the size and scale of business and in line
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management (DIN:00112324), Managing Director, from 1 April For For
with peers. The company must consider disclosing the basis of paying variable pay
2021 to 31 March 2025, as minimum remuneration
in the past – that is, Satish Parikh performance vis-à-vis benchmarks, performance
Q2 metrics that determine variable pay.
Sanjay Londhe, 57, is the promoter and Whole-Time Director. His proposed
Approve revision in remuneration of Sanjay Londhe remuneration for FY22 is estimated at Rs. 43. 8 mn, a 6% decrease over FY21. The
(DIN:00112604), Whole-Time Director, from 1 remuneration is commensurate with the size and scale of business and in line with
April 2021 to 31 March 2025, as minimum peers. The company must consider disclosing the basis of paying variable pay in the
remuneration past – that is, Sanjay Londhe performance vis-à-vis benchmarks, performance
Q2
Milap Raj Bhansali, 69, is a Whole-Time Director. His proposed remuneration for
FY22 is estimated at Rs. 21. 8 mn, an 18% increase over FY21. The remuneration
Approve revision in remuneration for Milap Raj
is commensurate with the size and scale of business and in line with peers. The
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management Bhansali (DIN:00181897), Whole-Time Director, For For
company must consider disclosing the basis of paying variable pay in the past – that
for FY22, as minimum remuneration
is, Milap Raj Bhansali’s performance vis-à-vis benchmarks, performance metrics
Q2
Ashish Kataria’s proposed remuneration as Non-Executive Director will be lower
of 0. 3% of net profit or Rs. 7. 5 mn. Ashish Kataria receives remuneration from
Ashok Concessions Limited (subsidiary) as Managing Director, as per related party
Approve payment of commission to Ashish Kataria,
disclosure, remuneration was Rs. 13. 3 mn in FY21. While we do not support
up to 0.30% of profits or Rs. 7.5 mn whichever is
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management For For remuneration being paid from multiple sources, the proposed remuneration from the
less, being in excess of 50% of total remuneration
company is relatively low and capped at Rs. 7. 5 mn. Further, as a promoter, we
paid to Non-Executive Directors for FY22
expect him to play a material role in driving the company’s strategy and growth.
Even so, the company must clearly articulate his roles and responsibilities in
Ashoka Buildcon Limited.
Q2
Milap Raj Bhansali’s proposed remuneration for FY23 is estimated at Rs. 24. 6 mn,
Reappoint Milap Raj Bhansali (DIN:00181897), an 12% increase over FY22. The remuneration is commensurate with the size and
Whole-Time Director, for a period of five years scale of business and in line with peers. The company must consider disclosing the
from 1 April 2022 and fix his remuneration as basis of paying variable pay in the past – that is, Milap Raj Bhansali’s performance
minimum remuneration vis-à-vis benchmarks, performance metrics that determine variable pay. Milap Raj
Bhansali’s membership of the audit committee may pose a conflict of interest.
Q2
Shilpa Hiran, 42, is the Director – Internal Audit and Global Head SOX
Appoint of Shilpa Hiran (DIN:09045534), as
Compliance - NetApp India Inc. She has over 16 years of experience in the field of
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management Independent Director for a period of five years from For For
Risk Management and Internal Audit. Her appointment meets all statutory
1 February 2021
Q2 requirements.
Approve continuation of Aditya Parakh as General
Manager – Business Monitoring, holding a place of
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management For For Good Candidature.
profit from 1 April 2021 and fix his remuneration
Q2 for FY22
The proposed change will allow the company to carry out business related to new
avenues in technology related infrastructure services and activities such as
Approve alteration in the Objects clause of
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management For For digitization, smart infrastructure, e-Education, e-Governance and information
Memorandum of Association
technology enabled services. This is an extension of the company’s current product
Q2 and service offerings.
Given the nature of the business, Ashoka Buidcon needs to provide financial
Approve loans, guarantees, and provide security support to its projects that are usually housed in joint ventures, SPVs, associates,
15-Sep-2021 ASHOKA BUILDCON LTD. AGM Management exceeding Rs.120.0bn, to and on behalf of For For and subsidiaries. The increase in limits will provide flexibility to provide financial
subsidiaries / associates / joint ventures /SPV’s support for new projects. Nonetheless, the company given the quantum of the limit,
needs to disclose granular details of the need for such a high limit.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve increase in limit to create pledge, charge
on the assets (movable or immovable), To secure borrowings for its projects, Ashoka Buildcon will need to hypothecate
hypothecation or mortgage on the assets of the assets. Ashoka Buildcon’s debt programs are rated CRISIL AA-/Stable/CRISIL
company or whole of the undertaking of the A1+, which indicates high degree of safety regarding timely servicing of financial
company in favour of the lenders from Rs. 120.0bn obligations.
Q2 to Rs.150 bn
The company is seeking to sell Iodex and Ostocalcium brands in India, along with
legal, economic, marketing and commercial rights of the brands, to
GlaxoSmithKline Asia Private Limited for a consideration of Rs. 16. 5 bn. It also
seeks to acquire assets and liabilities associated with the vaccines business of
GlaxoSmithKline Asia Private Limited for a consideration of Rs. 16. 6 mn. The
Approve related party transactions with
GLAXOSMITHKLINE business being sold to GlaxoSmithKline Asia Private Limited amount to ~8. 3% of
15-Sep-2021 Postal Ballot Management GlaxoSmithKline Asia Private Limited, a fellow For For
PHARMACEUTICALS LTD. the GSK Pharma’s total income for FY21. The proposed transactions are in line
subsidiary
with the restructuring of pharmaceuticals and consumer businesses at the global
level. The company has clarified that the sale of the said brand rights would result
in an EBITDA dilution of approximately 1% -1. 5% in the near term. The proposed
transactions have been valued by an independent third party and are at arms’ length
basis.
Q2
CHAMBAL FERTILISERS & Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
CHEMICALS LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
The total dividend outflow for FY21, including interim dividend of Rs. 1. 2 bn (Rs.
CHAMBAL FERTILISERS & Declare final dividend of Rs. 4.5 per equity share 3. 0 per share) is Rs. 3. 1 bn and the dividend payout ratio is 23. 2% of standalone
CHEMICALS LTD. (face value of Rs. 10.0) for FY21 PAT; the dividend distribution policy states a target payout ratio of 25% of
Q2 standalone profits.
Saroj Kumar Poddar, 76 is a part of the promoter group and is the Non-Executive
Reappoint Saroj Kumar Poddar (DIN: 00008654) as Chairperson on board. He attended 100% board meetings held in FY21 (5/5). He
CHAMBAL FERTILISERS &
16-Sep-2021 AGM Management Non-Executive Non-Independent Director, liable to For For retires by rotation and his reappointment is in line with the statutory requirements.
CHEMICALS LTD.
retire by rotation The company has sought approval via special resolution since he has attained 75
Q2 years of age.
CHAMBAL FERTILISERS & Ratify remuneration of Rs. 110,000 payable to K. G. The total remuneration proposed is reasonable compared to the size and scale of the
CHEMICALS LTD. Goyal & Associates as cost auditors for FY22 company’s operations.
Q2
Gaurav Mathur, 51, was appointed as Joint Managing Director for five years from 6
January 2020. On completion of tenure of Anil Kapoor as Managing Director, the
company proposes to appoint Gaurav Mathur as the Managing Director from 16
Appoint Gaurav Mathur (DIN: 07610237) as
CHAMBAL FERTILISERS & April 2021 till 5 January 2025. His FY21 remuneration aggregated Rs. 41. 8 mn,
16-Sep-2021 AGM Management Managing Director from 16 April 2021 to 5 January For For
CHEMICALS LTD. and we estimate his FY22 remuneration at Rs. 54. 4 mn. The company must define
performance metrics for variable pay. Notwithstanding, his remuneration is
commensurate to the size and the complexity of the business. He is a professional
and his skills carry a market value.
Q2
Approve continuation of Ms. Radha Singh (DIN:
CHAMBAL FERTILISERS & 02227854) as Independent Director after she attains Ms. Radha Singh, 74, is a retired IAS officer and brings with her a lot of experience
CHEMICALS LTD. 75 years of age on 24 November 2021 till the to the company.
completion of her tenure on 14 September 2022
Q2
Adoption of standalone and consolidated financial We have relied upon the auditors’ report, which has not raised concerns on the
statements for the year ended 31 March 2021 with financial statements. Based on the auditors’ report, which is unqualified, the
17-Sep-2021 SUN T V NETWORK LTD. AGM Management For For
the reports of the Board of Directors and Auditors financial statements are in accordance with generally accepted accounting policies
Q2 thereon and Indian Accounting Standards (IND-AS).
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sun TV paid an interim dividend aggregating to Rs. 5. 0 per share (FV Rs. 5. 0 per
share) in February 2021 which it proposes to confirm as final dividend for the year.
Total dividend for the year is Rs. 2. 0 bn. The payout ratio for FY21 is 13. 0% v/s
71. 8% in FY20. The company has reduced dividend by 80% compared to FY20
17-Sep-2021 SUN T V NETWORK LTD. AGM Management (face value Rs. 5.0) declared on 8 February 2021 For For
levels, despite FY21 reporting similar profits as FY20 levels. Promoter family
which has been paid as final dividend
remuneration, however, has not taken any commensurate cut, and continued to
aggregate Rs. 1. 76 bn (against dividend of Rs. 2 bn paid for FY21). The board
must articulate a targeted payout ratio in its dividend policy.
Q2
R. Mahesh Kumar, 51, is a Chartered Accountant. He started his career with
Citibank and also worked in American Express Bank and KPMG. He was with
Asianet Satellite Communications Pvt. Ltd. (Rajan Raheja Group) for about 11
Reappoint R. Mahesh Kumar, (DIN 05263229) as
years. He joined Sun Direct TV Pvt. Ltd. In April 2011 as its Chief Executive
17-Sep-2021 SUN T V NETWORK LTD. AGM Management Non-Executive Non-Independent Director liable to For For
Officer and later on took over as its Managing Director in May 2012. He assumed
retire by rotation
responsibility as the President of Sun TV Network Ltd. In November 2015 and
became Managing Director of the company in April 2019. He retires by rotation and
Q2
17-Sep-2021 SUN T V NETWORK LTD. AGM Management and out of pocket expenses) for S. Sundar & For For
Q2
17-Sep-2021 ALICON CASTALLOY LTD. AGM Management For For
Reappoint J Suzuki (DIN: 02628162) as Non- J Suzuki, 73, is the Chairperson of Enkei Group of Japan. Enkei Corporation holds
17-Sep-2021 ALICON CASTALLOY LTD. AGM Management Executive Non-Independent Director, liable to retire For For 13. 9% equity stake in Alicon Castalloy Limited as on 30 June 2021. He contributes
by rotation quite significantly with respect to the technology advancements for the company.
Q2
The company proposes to enhance its borrowing limit to Rs. 10. 0 bn. Alicon
Castalloy is rated CRISIL A/Negative / CRISIL A1 on its debt programmes, which
factors in the expected capex of Rs. 1. 5 bn envisaged over the next two years. The
company’s standalone debt is at Rs. 3. 3 bn of which long-term debt (including
Approve increase in borrowing limits to Rs. 10.0 bn
17-Sep-2021 ALICON CASTALLOY LTD. AGM Management For For current maturities) is Rs. 1. 8 bn (36% of the current limit): the company has
from Rs. 5.0 bn
significant headroom to borrow based on its existing limit of Rs. 5. 0 bn. Even so,
we recognize that the company has planned capex and has been judicious with its
debt levels in the past. Further, it has raised equity capital aggregating Rs. 1. 1 bn in
Q2FY22, which strengthens its capital structure.
Q2
JUBILANT FOODWORKS Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
JUBILANT FOODWORKS Declare final dividend of Rs. 6.0 per equity share of Total dividend outflow aggregates to Rs. 791. 8 mn in FY21. Payout ratio is 33. 9%
Q2 LTD. face value of Rs. 10.0 each for FY21 of standalone PAT.
Hari Bhartia, 64, is the Co-Chairperson of the company and part of the promoter.
Reappoint Hari S. Bhartia (DIN: 00010499) as Non- He is the Co-founder of the Jubilant Bhartia Group. He has been on the board of the
JUBILANT FOODWORKS
17-Sep-2021 AGM Management Executive Non-Independent Director, liable to retire For For company since 16 March 1995. He is also a member of the nomination and
LTD.
by rotation remuneration committee. He has attended all board meetings held in FY21. He
retires by rotation; his reappointment is in line with statutory requirements.
Q2
He has been practicing law for the last 41 years and his last association was with J.
Sagar Associates, a national law firm as the Managing Partner. He has expertise in
Reappoint Berjis Minoo Desai (DIN: 00153675) as
JUBILANT FOODWORKS mergers and acquisitions, derivatives, corporate and financial laws, International
17-Sep-2021 AGM Management an Independent Director for five years from 29 May For For
LTD. business laws and international commercial arbitration. Compliant with law. No
2022
Governance Concern identified with respect to profile, attendance performance and
Independence of appointee.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We estimate Prateek Pota’s FY22 remuneration to be Rs. 83. 3 mn including an

Approve payment of managerial remuneration to estimate of ESOPs that can be granted to him. Major portion of remuneration of
JUBILANT FOODWORKS Pratik Rashmikant Pota (DIN: 00751178) as CEO Mr. Pota consist of perquisite value of stock options in FY 2020-21. Being a
LTD. and Whole-time Director for FY22 up to 10% of net professional director, there is no governance concern in the proposed increase in
profits remuneration limit of for the Financial Year 2021-22 and for fresh term of
appointment for 3 years. Company also has proposed a limit going forward.
Q2
Major portion of remuneration of Mr. Pota consist of perquisite value of stock
Reappoint Pratik Rashmikant Pota (DIN:
options. Being a professional director, there is no governance concern in the
JUBILANT FOODWORKS 00751178) as CEO and Whole-time Director for
17-Sep-2021 AGM Management For For proposed increase in remuneration limit of for the Financial Year 2021-22 and for
LTD. three years from 1 April 2022 and fix his annual
fresh term of appointment for 3 years. Company also has proposed a limit going
remuneration up to 10% of net profits
Q2 forward.
MOTHERSON SUMI SYSTEMS Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
MOTHERSON SUMI SYSTEMS Approve final dividend of Rs. 1.5 per equity share The total dividend outflow for FY21 is Rs. 4. 7 bn and the dividend payout ratio is
Q2 LTD. of face value Re. 1.0 each for FY21 91. 0% of standalone PAT.
Pankaj Mital, 55, is the Chief Operating Officer of the company. He attended 100%
MOTHERSON SUMI SYSTEMS Reappoint Pankaj Mital (DIN: 00194931) as
17-Sep-2021 AGM Management For For (11 out of 11) board meetings in FY21. He is liable to retire by rotation and his
MOTHERSON SUMI SYSTEMS Reappoint Takeshi Fujimi (DIN: 08501292) as
17-Sep-2021 AGM Management For For His reappointment meets all statutory requirements.
Q2 LTD. Director, liable to retire by rotation
Ms. Rekha Sethi, 57, is the Director General of the All India Management
Association (AIMA), the apex body for management in India and took charge of
Appoint Ms. Rekha Sethi (DIN: 06809515) as an AIMA in June 2008. We note that she is an independent director on the boards of
17-Sep-2021 AGM Management Independent Director for five years from 10 August For For three listed companies (including Motherson Sumi Systems Limited) and three
LTD.
2021 unlisted public companies. She has vast experience in the fields of management,
leadership, diversity, governance, policy making, promoting economic interests, and
activities pertaining to corporate social responsibility.
Q2
Reappoint Pankaj Mital (DIN: 00194931) as Whole-
We estimate Pankaj Mital’s FY22 remuneration at Rs. 33. 1 mn, which is in line
MOTHERSON SUMI SYSTEMS time Director designated as Chief Operating Officer
17-Sep-2021 AGM Management For For with peers and reasonable compared to the size and complexity of business. Further,
LTD. for five years from 1 October 2021 and fix his
he is a professional and his skills and experience carry a market value.
Q2 remuneration
MSSL has given loans /guarantees and investments of Rs. 96. 1 bn to subsidiaries,
Approve loans, guarantees or security or investment associates, joint ventures and wholly owned subsidiaries as on 31 March 2021.
in securities of Rs. 1.0 bn to body corporates or MSSL is in the process of merging with SAMIL, and the merged entity will have
17-Sep-2021 AGM Management persons over and above the amount of Rs. 96.1 bn For For many joint ventures. The enabling approval will allow MSSL to provide urgent
LTD.
as on 31 March 2021 under section 186 of the funds to joint venture companies in the future. While we usually do not support
Companies Act, 2013 such enabling resolutions, MSSL has grown inorganically and will require funds to
support its joint ventures in the future.
Q2
MOTHERSON SUMI SYSTEMS Approve remuneration of Rs. 1.51 mn to M.R. Vyas The remuneration to cost auditor is reasonable compared to the size and scale of
LTD. and Associates as cost auditors for FY22 operations.
Q2
Presently the registered office of the company is at Development House, 24, Park
Street, Kolkata – 700 016. With the takeover by Rising Sun Holdings Pvt. Ltd.
Shifting of Registered Office from the State of West Limited (RSHPL) the management proposes to shift the registered office from state
POONAWALLA FINCORP Bengal to Maharashtra, under the jurisdiction of of West Bengal to Maharashtra for increasing administrative and operational
17-Sep-2021 Postal Ballot Management For For
LTD. Registrar of Companies, Pune and consequent efficiency and streamlining management. The registered office is now proposed to
amendments to the Memorandum of Association be situated at 601, 6th Floor, Zero One IT Park, Survey No. 79/1, Ghorpadi,
Mundhwa Road, Pune – 411 036, Maharashtra under the jurisdiction of Registrar of
Companies, Pune. This shift requires a consequent amendment to the MoA.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has raised emphasis on COVID-19
SHYAM METALICS AND Adoption of standalone and consolidated financial related issues. Except for this matter, the auditors are of the opinion that the
ENERGY LTD. statements for the year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
Q2
The total dividend outflow for FY21 is Rs. 1,120. 9 mn, including pre-IPO interim
SHYAM METALICS AND Declare final dividend of Rs. 2.7 per equity share
18-Sep-2021 AGM Management For For dividend of Rs. 432. 2 mn (Rs. 1. 85 per share) and the dividend payout ratio is 25.
ENERGY LTD. (face value of Rs. 10.0) for FY21
Q2 5% of standalone PAT.
Sanjay Kumar Agarwal, 45, is part of the promoter group and the Joint Managing
Director of the company. He has been associated with the company since inception.
He holds a Bachelor’s degree in Commerce (Honours) from the University of
SHYAM METALICS AND Reappoint Sanjay Kumar Agarwal (DIN: Calcutta and has over 17 years of experience in the steel and ferro alloys industry.
ENERGY LTD. 00232938) as Director, liable to retire by rotation He is primarily responsible for the operations of the company’s manufacturing
plants at Sambalpur, Jamuria and Mangalpur. He attended 100% board meetings
held in FY21 (9/9). He retires by rotation and his reappointment is in line with the
Q2
Dev Kumar Tiwari, 50, is Executive Director and has been on the board since April
2009. He holds a Bachelor’s Degree in Arts (Honours) from Bihar University.
SHYAM METALICS AND Reappoint Dev Kumar Tiwari (DIN: 02423511) as Before was previously associated with the company’s subsidiary as a Mechanical
ENERGY LTD. Director, liable to retire by rotation Engineer for seven years before being appointed on the board in 2009. He is
responsible for project implementation and operations of the company’s Sambalpur
manufacturing plant. His reappointment is in line with the statutory requirements.
Q2
Authorise the board to approve remuneration of
SHYAM METALICS AND The company has not specified the remuneration approved for FY22; it has sought
18-Sep-2021 AGM Management Abhimanyu Nayak & Associates as cost auditors for For For
ENERGY LTD. approval for payment of remuneration to cost auditors as fixed by the board.
Q2 FY22
Adoption of standalone & consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management For For
Q2
George Jacob Muthoot, 66, represents the promoter family on the board. He is
Reappoint George Jacob Muthoot (DIN: 00018235)
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management For For currently the Executive Chairperson of the company. His reappointment meets all
as director liable to retire by rotation
Article 100 of the current Articles of Association limits the maximum number of
directors on the board of Muthoot Finance Limited to twelve directors. The board
Approve Alteration of Articles of Association to
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management For For proposes to increase board size to fifteen directors, which is in line with regulations.
increase board size
The increase in board size is being done to accommodate the appointment of new
Q2 directors.
Ms. Usha Sunny, 61, has over 30 years of experience in the banking industry. She
Appoint Ms. Usha Sunny (DIN: 07215012) as
has worked with Mashreq Bank PSC, Dubai, Standard Chartered Bank, Dubai,
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management Independent Director for three years from 30 For For
Indian Overseas Bank and Kerala State Drugs and Pharmaceuticals Limited in
November 2020
diversified roles in the past. Her appointment is in line with statutory requirements.
Q2
Abraham Chacko, 69, has over 38 years of experience in banking in India and
abroad. He was with HSBC India for 14 years. He was also Country Manager -
Appoint Abraham Chacko (DIN: 06676990) as
ABN AMRO Bank N. V and later Executive Director at the bank. He has been
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management Independent Director for three years from 18 For For
Executive Director at The Royal Bank of Scotland and he retired as Executive
September 2021 upto the 2024 AGM
Director and President – Treasury, Federal Bank. His appointment is in line with
George Muthoot George, 46, is responsible for the hospitality and media division in
the Muthoot Group in India, Africa, and Central America. He has been a part of the
Appoint George Muthoot George (DIN: 00018329) team that launched Chennai’s first English radio station (Chennai Live 104. 8 FM)
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management as director liable to retire by rotation from 1 October For For and India’s first Talk radio format in 2007 and local travel brands like Travel Jango
2021 or such other date approved by the RBI and Via Kerala etc. The aggregate promoter representation on the board is high at
seven board members (50% of the total board size), all of whom are executive, but
are compliant with law.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
George Alexander, 38, is Executive Director heading operations and administration
Appoint George Alexander (s/o George Alexander in the states of Karnataka, Goa and Telangana. Prior to joining Muthoot Finance
Muthoot) (DIN: 00018384), as director liable to Limited, he was worked in ING Vysya Bank and Toyota at varied roles. The
retire by rotation from 1 October 2021 or such other aggregate promoter representation on the board is high at seven board members
date approved by the RBI (50% of the total board size), all of whom are executive, but are compliant with
Q2 law.
George Muthoot Jacob, 38, joined Muthoot Finance Limited in the year 2010 and is
Appoint George Muthoot Jacob (holding DIN:
currently Executive Director heading the legal, compliance, governance, and
00018955) as a director liable to retire by rotation
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management For For marketing functions. The aggregate promoter representation on the board is high at
from 1 October 2021 or such other date approved by
seven board members (50% of the total board size), all of whom are executive, but
the RBI
Q2 are compliant with law.
Appoint George Muthoot George (DIN: 00018329)

as Wholetime Director for five years from 1 The proposed remuneration of Rs 18. 0 mn for George Muthoot George is line with
October 2021 or such other date approved by the the size of the company and comparable to that paid to peers in the industry.
RBI and to fix his remuneration
Q2
Appoint George Alexander (s/o George Alexander
Muthoot) (DIN: 00018384) as Wholetime Director
The proposed remuneration of Rs 18. 0 mn for George Alexander is line with the
18-Sep-2021 MUTHOOT FINANCE LTD. AGM Management for five years from 1 October 2021 or such other For For
size of the company and comparable to that paid to peers in the industry.
date approved by the RBI and to fix his
Q2 remuneration
Appoint George Muthoot Jacob (holding DIN:

00018955) as Wholetime Director for five years The proposed remuneration of Rs 18. 0 mn for George Muthoot Jacob is line with
from 1 October 2021 or such other date approved by the size of the company and comparable to that paid to peers in the industry.
the RBI and to fix his remuneration
Q2
With the demise of M G George Muthoot, Alexander George, 41, took over the
responsibility of the company’s operations in North, East and West region which
Approve revision in remuneration for Alexander contributes approx. 50% of the company’s gold loan assets under management. The
George (DIN: 00938073), Whole Time Director proposed remuneration of Rs 199. 2 mn is commensurate with the complexity of his
from 1 October 2021 till the end of his current role and his experience. While family remuneration as share of PBT has not been
tenure on 30 September 2025 very high in the past and is in line with that paid to peers in the industry, the
company seeks shareholder approval via a special majority because to provide for
aggregate family remuneration to exceed regulatory thresholds.
Q2
Many online retail players in the market are considering opening e-stores wherein
customers can place online orders for goods of their choice with the help of staff at
Approve alteration in Clause III A (iii) of the the e-stores. Seeing opportunity that lays ahead, the company proposes to enter into
Memorandum of Association arrangements with online retail players to act as marketing partners wherein its
branches especially in rural areas could be placed as e-stores. This addition to
business objects may create an alternate revenue stream from Muthoot Finance.
Q2
None of the three shareholders proposed to get board seat nomination rights are
classified as promoters of Zomato Limited. However we note that Deepinder Goyal
Approve Article 103A of the Articles of Association
18-Sep-2021 ZOMATO LTD. Postal Ballot Management For For (4. 7% stake on 22 July 2021) is the founder of the company & Alipay Singapore
(AoA)
Holdings Alipay Singapore Holding Pie Ltd (14. 1%) and Info Edge (India) Limited
Q2 are key investors.
2. The Foodie Bay Employee Stock Option Plan 2014 comprises 279. 8 mn options,
Ratify the Foodie Bay Employee Stock Option Plan of which is 260. 9 mn have been granted prior to the IPO. ESOP are performance
18-Sep-2021 ZOMATO LTD. Postal Ballot Management For For
2014 based incentives to employees which that contribute in overall company growth
Q2 which should be encouraged.
Ratify the extension of the Foodie Bay Employee
18-Sep-2021 ZOMATO LTD. Postal Ballot Management Stock Option Plan 2014 to employees of subsidiary For For This resolution is linked to our opinion on resolution #2.
Q2 companies
The Zomato Employee Stock Option Plan 2018 comprised 125. 1 mn options, of
Ratify the Zomato Employee Stock Option Plan which is 105. 9 mn have been granted prior to the IPO. ESOP are performance
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ratify the extension of the Zomato Employee Stock
18-Sep-2021 ZOMATO LTD. Postal Ballot Management Option Plan 2018 to employees of subsidiary For For This resolution is linked to our opinion on resolution #4.
Q2 companies
The Zomato Employee Stock Option Plan 2021 comprises 502. 5 mn options, of
Ratify the Zomato Employee Stock Option Plan which is 134. 0 mn have been granted prior to the IPO. ESOP are performance
Ratify the extension of the Zomato Employee Stock
18-Sep-2021 ZOMATO LTD. Postal Ballot Management Option Plan 2021 to employees of subsidiary For For This resolution is linked to our opinion on resolution #6.
Q2 companies
APSEZ has 620 kms of railway track assets to connect its ports. The 70 km rail line
at Sarguja (Sarguja Rail Corridor Private Limited or SRCPL) is owned by the
promoter family. The merger of BTMSPL with APSEZ will enable transfer of the
Sarguja Rail assets to APSEZ. The Sarguja rail assets generate cash flows due to a
long-term contract with Rajasthan Rajya Vidyut Utpadan Nigam Limited
Approve scheme of arrangement between Adani (RRVUNL). It has been valued at an enterprise value of Rs. 59. 8 bn, using
Ports and Special Economic Zone Limited discounted cash flow technique. Based on the proposed share exchange ratio, the
ADANI PORTS & SPECIAL (APSEZ), Brahmi Tracks Management Services promoter shareholding in APSEZ will increase to ~65. 0%, resulting in a 3. 3%
20-Sep-2021 NCM Management For For
ECONOMIC ZONE LTD. Private Limited (BTMSPL), Adani Track dilution to public shareholders. While the valuation is marginally expensive in
Management Services Private Limited (ATMSPL) comparison to peers, we support the transaction since acquisition of the Sarguja
and Adani Rail Infra Private Limited (ARIPL) Rail assets will ensure that the promoters are not running a competing business. The
scheme also proposes divestment of APSEZ’s Mundra rail business to SRCPL
(which will become a 100% subsidiary of APSEZ after merger of BTMSPL with
APSEZ) at a net asset value of Rs. 1. 88 bn. This is being done as a first step in
consolidating all the rail assets of APSEZ into one subsidiary. The proposed
demerger will not have any impact on a consolidated level.
Q2
NAZARA TECHNOLOGIES Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
Rajiv Ambrish Agarwal, 50, Managing Director RaRe Enterprises is the nominee of
Reappoint Rajiv Ambrish Agarwal (DIN:
NAZARA TECHNOLOGIES Rakesh Jhunjhunwala, who held 10. 8% of the company’s equity on 30 June 2021.
20-Sep-2021 AGM Management 00379990), as Non-Executive Non-Independent For For
LTD. During FY21, he attended all board meetings retires by rotation. His reappointment
During FY21, the quantum of investments, loans, guarantees and securities

provided by the company amounted to Rs. 3. 5 bn, of which a significant amount
(~98%) is to subsidiaries. Therefore, 85% of its current intercorporate transaction
To increase the intercorporate transaction limit to limit has been used. The company has an acquisition-led growth strategy, and
NAZARA TECHNOLOGIES
20-Sep-2021 AGM Management Rs.5.5 bn, over and above the limits under Section For For accordingly needs some headroom to invest. Part of the increase in the inter-
LTD.
186 of the Companies Act, 2013 corporate transaction limit will be used to support the company’s August 2021
acquisition of OpenPlay Technologies Private Limited for Rs. 1. 9 bn. We raise
concern that during FY21, the company booked impairment loss amounting to Rs.
43. 2 mn in its subsidiary, associates and joint ventures.
Q2
SURYODAY SMALL Adoption of financial statements for the year ended
20-Sep-2021 AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
FINANCE BANK LTD. 31 March 2021
Q2
Aleem Remtula, 41, is a nominee of DWM Asset Management LLC, which held 3.
SURYODAY SMALL Reappoint Aleem Remtula (DIN: 02872107), as 4% of the bank’s equity on 30 June 2021. He was appointed to the board on 15
FINANCE BANK LTD. director liable to retire by rotation December 2018 and has attended 26 of the 28 board meetings held in FY21. He
retires by rotation and his reappointment is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
MSKC & Associates were appointed as Statutory Auditors for one year with the
approval of the Reserve Bank of India at the AGM of September 2020. Pursuant to
the Guidelines for Appointment of Statutory Auditors (SAs) of Commercial Banks
Appoint Walker Chandiok & Co. LLP as Statutory dated 27 April 2021 issued by the RBI. MSKC & Associates vide letter dated 21
SURYODAY SMALL
20-Sep-2021 AGM Management Auditors for three years and to fix their For For July 2021, informed the bank that they had reached the maximum limit for the
FINANCE BANK LTD.
remuneration at Rs 9.5 mn for FY22 number of audits to be undertaken and therefore would not be able to continue as
the Statutory Auditors for FY22. Hence the bank proposed to appoint Walker
Chandiok & Co. LLP as Statutory Auditors for three years at proposed audit fee of
Rs 9. 5 mn plus out of pocket expenses, outlays and taxes for FY22.
Q2
Mrutunjay Sahoo, 67, is a retired IAS officer. He was Special Chief Secretary in the
Reappoint Mrutunjay Sahoo (DIN: 00015715) as
SURYODAY SMALL Government of Andhra Pradesh. He was first appointed to the board on 22
FINANCE BANK LTD. September 2016. He has attended all 28 board meetings held in FY21. His
September 2021
Appoint Krishna Prasad Nair (DIN: 02611496) as
SURYODAY SMALL Krishna Prasad Nair, 62, is former Deputy MD, IDBI Bank. His reappointment is in
20-Sep-2021 AGM Management Independent Director for five years from 22 July For For
FINANCE BANK LTD. line with statutory requirements.
Q2 2021
Promoters and some qualifying investors have board nomination rights as long as
Ratify the new set of Articles of Association their shareholding is over a particular threshold. These nominee directors shall be
SURYODAY SMALL
20-Sep-2021 AGM Management approved at the AGM on 28 September 2020 prior For For liable to retire by rotation. These rights are not prejudicial to the interests of the
FINANCE BANK LTD.
to listing of equity shares of the bank residual non-controlling shareholders. The bank has made available its AoA
Q2 available in the public domain.
The bank seeks shareholder approval to ratify its pre-IPO scheme of 2019. The
scheme comprises 4. 0 mn options or 3. 8% of the paid up capital. 59. 6% or 2. 4
mn of the ESOPs in this scheme have been granted pre IPO at Rs 196. 0 and Rs
253. 0 in different tranches where the price has been determined by an independent
SURYODAY SMALL valuer. The scheme states that future exercise price will be at the fair market value
20-Sep-2021 AGM Management Ratify the “Suryoday ESOP Scheme 2019” For For
FINANCE BANK LTD. as determined by an independent valuer (as defined in the Articles). The bank has
confirmed that post approval of the 2019 scheme it will grant options at the fair
market value (which will be the prevailing market price of the shares) backed by the
report of an independent valuer, no discount to the fair market value is
contemplated.
Q2
Baskar Babu Ramachandran, 51, promoted Suryoday Micro Finance Pvt Ltd. In
2008 and has been the Managing Director since it was converted into an SFB in
January 2017. He was paid a remuneration of Rs 13. 6 mn in FY21 down 15. 5%
from the Rs 16. 1 mn paid in FY20. Baskar Babu Ramachandran will not be paid
Approve revision in remuneration to Baskar Babu
variable pay for FY21. The proposed fixed remuneration including perquisites and
SURYODAY SMALL Ramachandran (DIN: 02303132) MD & CEO from
20-Sep-2021 AGM Management For For allowances can go upto Rs 17. 5 mn and including variable pay (@1. 5 times of
FINANCE BANK LTD. such date as approved by RBI till the end of his
fixed pay as per RBI guidelines) can go upto Rs 40. 8 mn, which is unlikely given
tenure on 23 January 2023
past remuneration trends. The proposed remuneration, which is subject to RBI
approval, is in line with that paid to industry peers and commensurate with the size
and performance of the bank. The bank must provide a cap in absolute amounts on
the annual remuneration and disclose the performance metrics for variable pay.
Q2
Compliant with law. The promoter/MD&CEO to maintain his stake in the bank as
per RBI limit had to take financing arrangement. Baskar Babu Ramachandran
Approve the financing arrangement entered into by
raised Rs. 565. 2 mn from Placid Limited, an NBFC-ND-SI and an equity
SURYODAY SMALL Baskar Babu Ramachandran, Promoter and MD and
20-Sep-2021 AGM Management For For shareholder of the bank, to acquire shares in a pre-IPO rights issue. Bhaskar Babu
FINANCE BANK LTD. CEO, pertaining to equity upside with Placid
Ramachandran’s held 11. 6% of the bank’s equity on 30 June 2021. The terms of
Limited an NBFC- ND-SI company
the loan raised carry an upside sharing arrangement, under which Bhaskar Babu
Ramachandran has agreed to provide a 24% assured return to Placid Limited.
Q2
21-Sep-2021 RBL BANK LTD AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
21-Sep-2021 RBL BANK LTD AGM Management For For related issues raised, the auditors are of the opinion that the financial statements are
Q2
Veena Mankar, 68, has over four decades of experience in banking and financial
services. She has worked with ICICI Ltd. , Emirates Bank - Dubai, West LB Group
- Germany and FimBank - Malta. She has been the founder of financial inclusion
Reappoint Ms. Veena Mankar (DIN: 00004168), as
21-Sep-2021 RBL BANK LTD AGM Management For For entities: Swadhaar FinServe Pvt. Ltd. (now a subsidiary of RBL Bank and known
director liable to retire by rotation
as RBL FinServe Ltd. ) and Swadhaar FinAccess (SFA). She was appointed as
NED of the bank in the AGM of 2021. Her reappointment meets all statutory
Q2 requirements.
appoint a minimum of two joint statutory auditors. Therefore, RBL Bank proposes
Appoint CNK & Associates LLP as joint statutory
to appoint CNK & Associates for three years as joint statutory auditors to the
21-Sep-2021 RBL BANK LTD AGM Management auditors for three years and authorize the board to For For
approval of the RBI along with Haribhakti & Co. Who were appointed as statutory
fix remuneration
auditors for two years in the AGM of 2020. The bank has not disclosed the
proposed remuneration for the joint statutory auditors which is a mandatory
requirement under Regulation 36 of the SEBI LODR.
Q2
Vimal Bhandari, 63, is Executive Vice Chairman & CEO of Arka Fincap Ltd. He
Appoint Vimal Bhandari (DIN: 00001318) as a Non- was also MD & CEO - Indostar Capital Finance Pvt. Ltd. He has over 35 years of
21-Sep-2021 RBL BANK LTD AGM Management Executive, Non-Independent Director liable to retire For For experience in the financial services industry. He was Independent Director on the
by rotation from 1 October 2020 board of the bank for 8 years till 13 September 2018 and is now being appointed as
a non-executive director. His appointment is in line with statutory requirements.
Q2
Somnath Ghosh, 68, retired as Professor & Founding Dean (Academics) from IIM,
Kashipur. Before shifting to academics, he was with the Reserve Bank of India for
Appoint Dr. Somnath Ghosh (DIN: 00401253) as
five years. Later, he continued his association with the banking sector as a board
21-Sep-2021 RBL BANK LTD AGM Management Independent Director for five years from 7 For For
member with Krishna Bhima Samruddhi Local Area Bank which he served for two
December 2020
terms. He has also been a consultant to The World Bank. His appointment is in line
Q2
Appoint Manjeev Singh Puri (DIN: 09166794) as Manjeev Singh Puri, 61, is a former Indian Diplomat and served as Ambassador to
21-Sep-2021 RBL BANK LTD AGM Management Independent Director for five years from 21 May For For the European Union, Belgium, Luxembourg, Nepal and United Nations. His
Q2 2021 appointment is in line with statutory requirements.
Chandan Sinha, 64, holds more than 40 years of experience in banking & financial
Appoint Chandan Sinha (DIN: 06921244) as services. He has served as an Executive Director of the RBI and has been with the
21-Sep-2021 RBL BANK LTD AGM Management Independent Director for five years from 21 May For For central bank for over 35 years. Post-retirement, he served as the Interim Director at
2021 the Centre for Advanced Financial Research and Learning (CAFRAL). His
Q2
Prakash Chandra, 70, is the Former Chairperson of CBDT. He has served on the
Reappoint Prakash Chandra (DIN: 02839303) as board for the past five years. His reappointment for a further term of almost three
21-Sep-2021 RBL BANK LTD AGM Management Independent Director from 6 September 2021 till 2 For For years – taking his total tenure to eight years is in line with statutory and RBI
August 2024 requirements. The bank should have sought approval for his reappointment prior to
Q2 the expiry of his tenure.
Reappoint Prakash Chandra (DIN: 02839303) as
RBL Bank proposes to reappoint Independent Director Prakash Chandra, 70, as
Non–Executive Part Time Chairperson from 3
21-Sep-2021 RBL BANK LTD AGM Management For For chairperson at a remuneration of Rs 1. 8 mn p. A. , for three years till 2 August
August 2021 till 2 August 2024 and to fix his
2024. The proposed remuneration is comparable to peers.
Q2 remuneration
Ishan Raina, 63, is the Former Chairperson & CEO of Euro RSCG. He has served
Reappoint Ishan Raina (DIN: 00151951) as on the board for the past five years. His reappointment for a further term of almost
21-Sep-2021 RBL BANK LTD AGM Management Independent Director from 6 September 2021 till 29 For For three years – taking his total tenure to eight years is in line with statutory and RBI
April 2024 requirements. The bank should have sought approval for his reappointment prior to
Q2 the expiry of his tenure.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Vishwavir Ahuja’s fixed remuneration was revised from Rs 17. 5 mn to Rs 19. 1

mn in the AGM of 2020 with a performance incentive of Rs 7. 5 mn for FY20. He
has voluntarily opted not to accept the increment for the period from 30 June 20
until 29 June 21 and no variable pay for FY21. The bank has confirmed that since
the revision in remuneration as approved in the AGM of 2020 has not been made
effective, remuneration approved in the AGM of 2019 will be paid to Vishwavir
Ahuja; there will be no change in fixed remuneration from the current Rs 17. 5 mn
and any increment recommended by the board for FY22, will be put to shareholders
Reappoint Vishwavir Ahuja (DIN: 00074994) as for a fresh approval. His FY21 remuneration aggregated Rs. 31. 4 mn (including
21-Sep-2021 RBL BANK LTD AGM Management For For
MD & CEO for one year from 30 June 2021 performance bonus) and he was not granted any stock options. Including an
estimation of fair value of stock options likely to be granted (every two to three
years), we expect his remuneration for FY22 to average Rs. 100. 0 mn without the
performance bonus which he has relinquished. The proposed remuneration is
comparable to industry peers and it is commensurate with the size and performance
of the business and complexities of his role. The bank must provide a cap in
absolute amounts on the annual remuneration and disclose the performance metrics
for variable pay and ESOPs granted. Vishwavir Ahuja held 1. 08% of the bank’s
equity on 30 June 2021.
Q2
RBI in its April 2021 Guidelines on Appointment of Directors and Constitution of
Committees of the Board allowed banks to pay its Non-Executive Directors
Payment of compensation in the form of fixed (including Independent Director and excluding the Chairperson) a fixed
remuneration to Non-Executive Directors (other remuneration of Rs. 2. 0 mn doubled from profit related commission of upto Rs 1. 0
21-Sep-2021 RBL BANK LTD AGM Management For For
than part-time Chairman) upto Rs. 2.0 mn for five mn as approved in June 2015. Following this, RBL Bank proposes to increase the
years from FY22 remuneration paid to its non-executive directors to Rs 2. 0 mn. NEDs will be paid
fixed remuneration in accordance with the proposed resolution (if approved) from
FY22 onwards for a period of five years.
Q2
Issue Long Term Bonds/Non-Convertible
The issuance of debt securities on private placement basis will be within the bank’s
21-Sep-2021 RBL BANK LTD AGM Management Debentures aggregating up to Rs. 30.0 bn on private For For
overall borrowing limit.
Q2 placement basis
In order to align the terms of its two ESOP schemes of 2018 and 2013 the bank
proposes to change the exercise period upto five (5) years from the date of vesting
of options from the current three (3) years period as mentioned in ESOP 2013 and
change in the vesting schedule i. E. Options granted under ESOP 2013 would vest
Extend the exercise period and vesting schedule of after one (1) year but not later than five (5) years from the grant date of such
21-Sep-2021 RBL BANK LTD AGM Management unexercised options to five years under Employees For For options. The extension in the exercise period will provide additional time for
Stock Option Plan 2013 employees to plan their exercise. It will also help increase the retention span of
employees and to continue to create compelling value proposition for existing and
new employees. All other terms and features of the ESOP 2013 remains the same as
approved in the EGM of 17 January 2017. The changes do not materially impact
shareholder interest.
Q2
in the financial statements, in respect of resolution plan approved by the National
Company Law Tribunal vide its order dated 9 March 2019 under section 31(1) of
the Insolvency and Bankruptcy Code, 2016. The company has accounted the
assigned debt as per the aforesaid resolution plan at cost, overriding the Indian
Accounting Standards which would require the company to recognize the assigned
21-Sep-2021 ALOK INDUSTRIES LTD. AGM Management For For debt at its fair value and accordingly recognized the imputed interest cost over the
period of loan. The Approved Resolution Plan has an overriding effect on the
requirements of Ind AS, as per legal view obtained by the company in this regard.
The auditors’ opinion is not modified in respect of this matter. Based on the
auditors’ report, which is unqualified, the financial statements are in accordance
AS).
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
in the financial statements, in respect of resolution plan approved by the National
Company Law Tribunal vide its order dated 9 March 2019 under section 31(1) of
the Insolvency and Bankruptcy Code, 2016. The company has accounted the
assigned debt as per the aforesaid resolution plan at cost, overriding the Indian
Accounting Standards which would require the company to recognize the assigned
21-Sep-2021 ALOK INDUSTRIES LTD. AGM Management For For debt at its fair value and accordingly recognized the imputed interest cost over the
period of loan. The Approved Resolution Plan has an overriding effect on the
requirements of Ind AS, as per legal view obtained by the company in this regard.
The auditors’ opinion is not modified in respect of this matter. Based on the
auditors’ report, which is unqualified, the financial statements are in accordance
AS).
Q2
Hemant Desai, 69, is Managing Director, Gujarat Chemical Port Ltd. He is a
Nominee Director, representing Reliance Industries Ltd. Reliance Industries Ltd
Reappoint Hemant Desai (DIN: 00008531) as
21-Sep-2021 ALOK INDUSTRIES LTD. AGM Management For For held 40% of the company’s equity on 30 June 2021 and have been classified as
Nominee Director, liable to retire by rotation
promoters from December 2020. He has attended all the board meetings held in
FY21. His reappointment is in line with statutory requirements.
Q2
Ratify remuneration of Rs. 99,000 payable to BJD The remuneration to be paid to the cost auditors is reasonable compared to the size
21-Sep-2021 ALOK INDUSTRIES LTD. AGM Management For For
Q2 Nanabhoy & Co., cost auditors for FY22 and scale of operations.
POWER FINANCE CORPN. Adoption of standalone and consolidated financial
21-Sep-2021 AGM Management For For prepared in accordance with the generally accepted accounting principles. We raise
concerns that the audit committee of the company comprises of only one
independent director and is not in line with regulations. However, the financial
statements are reviewed by the Comptroller & Auditor General of India.
Q2
POWER FINANCE CORPN. Total Dividend aggregates to Rs. 10. 0 per share. Total dividend outflow will
21-Sep-2021 AGM Management declare final dividend of Rs. 2.0 per share (Face For For
LTD. aggregate to Rs. 26. 4 bn. Payout ratio is 31. 3% of the standalone PAT.
Q2 value: Rs. 10.0 per share) for FY21
Ms. Parminder Chopra, 54, is the Director – Finance of the company. She has more
than 33 years of experience in the power sector. She has been on the board of the
POWER FINANCE CORPN. Reappoint Ms. Parminder Chopra (DIN: 08530587)
21-Sep-2021 AGM Management For For company since 1 July 2020. She has attended all board meetings held during her
LTD. as Director, liable to retire by rotation
tenure in FY21. She retires by rotation; her reappointment is in line with statutory
Q2 requirements.
The Comptroller & Auditor General of India (C&AG) appointed Dass Gupta &
Associates, and Prem Gupta & Co as joint statutory auditors for FY22. As per
Authorize the board to fix remuneration of statutory Section 142 of the Companies Act, 2013, shareholder approval is required to
POWER FINANCE CORPN.
21-Sep-2021 AGM Management auditors appointed by the Comptroller and Auditor For For authorize the board to fix the remuneration of statutory auditors at appropriate level.
LTD.
General of India for FY22 The statutory auditors were paid Rs. 4. 6 mn in FY21 which is commensurate with
the size and complexity of the company: we expect audit fees in FY22 to be in same
range. The company has not disclosed a range in which the audit fee shall be paid.
Q2
CENTRAL DEPOSITORY Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
SERVICES (INDIA) LIMITED statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
CENTRAL DEPOSITORY Declare a final dividend of Rs. 9.0 per equity share Total dividend outflow will aggregate to Rs. 940. 5 mn. Payout ratio is 59. 0% of
SERVICES (INDIA) LIMITED (Face value: Rs. 10.0 per share) for FY21 the standalone PAT.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Masil Jeya Mohan P. , 60, represents Life Insurance Corporation of India as its
nominee on the board (LIC holds 4. 4% stake in the company as on 30 June 2021).
CENTRAL DEPOSITORY Reappoint Masil Jeya Mohan P. (DIN: 08502007) He has experience across segments for LIC including roles such as Assistant
SERVICES (INDIA) LIMITED as Shareholder Director, liable to retire by rotation Branch Manager, Manager (IT), Manager (HR) and Executive Director (Investment
– Operations). He has attended all board meetings held in FY21. He is liable to
retire by rotation; His reappointment is in line with statutory requirements.
Q2
of COVID-19 pandemic on the financial statements. The auditors also raise concern
Adoption of standalone financial statements for the on the pending EPFO litigation stating that the company failed to remit provident
21-Sep-2021 QUESS CORP LTD AGM Management For For
year ended 31 March 2021 fund on the wages amounting to Rs. 716. 5 mn in FY19. Except for the above
Q2
of COVID-19 pandemic on the financial statements. The auditors also raise concern
Adoption of consolidated financial statements for on the pending EPFO litigation stating that the company failed to remit provident
the year ended 31 March 2021 fund on the wages amounting to Rs. 716. 5 mn in FY19. Except for the above
Q2
The total dividend outflow for Fy21 is Rs. 1. 03 bn. The dividend payout ratio is
negative as the company posted a standalone loss of Rs. 0. 99 bn in FY21. The
To confirm interim dividend of Rs. 7.0 per equity company has updated its dividend distribution policy in FY21 disclosing that from
share (face value Rs. 10.0) for FY21 FY21, the company expects to return approximately 1/3rd of free cashflows to
shareholders in the form of dividend or share buyback on a cumulative basis over a
Q2 three year period.
Gopalakrishnan Soundarajan, 58, is the MD of Hamblin Watsa Investment Counsel

Reappoint Gopalakrishnan Soundarajan (DIN:
Ltd, and represents Fairfax group as promoter. He was first appointed on the board
21-Sep-2021 QUESS CORP LTD AGM Management 05242795) as a Non-Executive Non-Independent For For
in April 2020. He has attended all seven board meetings in FY21. He retires by
Q2
Ajit Isaac, 53, was appointed as the MD & Chairperson for a five year term rom 24
January 2018. However, from 1 April 2022, regulations mandate the top 500 listed
entities to ensure that the Chairperson of the board is a non-executive director and
not related to the Managing Director or CEO. In order to meet this requirement, the
Redesignate Ajit Isaac (DIN: 00087168) as
company proposes to redesignate Ajit Isaac as the Executive Chairperson for one
Executive Chairperson from 1 April 2021 to 31
21-Sep-2021 QUESS CORP LTD AGM Management For For year. Ajit Isaac’s estimated FY22 remuneration of Rs. 24. 3 mn is in line with the
March 2022 and fix his remuneration as minimum
size and scale of business and in line with peers. The inclusion of a variable pay
remuneration
component, capped at Rs. 8. 1 mn, helps align pay with performance. The company
states that performance pay is linked to defined qualitative and quantitative
parameters as decided by the board, individual benchmarks of remuneration and
individual performance.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Krishna Suraj Moraje was appointed on the board for a five-year term from 4
November 2019. He was designated as the Group CEO and ED from 1 April 2021.
He was paid Rs. 56. 7 mn in FY21 (including variable pay and fair value of RSUs).
He is being redesignated as MD and Group CEO. Krishna Suraj Moraje’s proposed
remuneration for FY22 at Rs. 60. 1 mn is in line with size and scale of business.
Redesignate Krishna Suraj Moraje (DIN: Around 64% of the proposed remuneration comprises variable pay and restricted
08594844) as Managing Director and Group CEO stock units (RSUs) which helps align pay with performance. Variable pay is capped
21-Sep-2021 QUESS CORP LTD AGM Management from 1 April 2021 till the end of his current term on For For at 10. 8 mn for FY21. The company has disclosed broad performance criteria to
3 November 2024 and fix his remuneration as which the variable pay is linked. He has been granted performance linked RSUs at
minimum remuneration face value. We generally do not favour deeply discounted stock options. However,
the RSUs granted to him are performance linked to individual and business unit
performance along with well-defined quantitative (EBITDA, ROE, OCF and digital
led revenue) and qualitative (diversity, attrition, and individual leadership qualities)
parameters. This helps align pay with performance. Further, he is a professional and
his skills carry a market value.
Q2
Approve giving of loans, guarantees or provide any The company clarified and confirmed that other than the loans to
21-Sep-2021 QUESS CORP LTD AGM Management security of upto Rs 2.0 bn under Section 185 of the For For subsidiaries/associate/joint ventures, loans to promoter controlled companies are not
Q2 Companies Act 2013 being considered for the said resolution.
22-Sep-2021 I D F C LTD. AGM Management For For
Price Waterhouse & Co. Have been the company’s auditors since the AGM of
2017, for four years. On 27 April 2021, the RBI issued the Guidelines for
Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) which
Appoint Khimji Kunverji & Co LLP as statutory
22-Sep-2021 I D F C LTD. AGM Management For For are applicable from FY22 and state that statutory auditors have to be appointed for a
term of 3 years. Therefore, the company proposes to appoint Khimji Kunverji & Co.
For three years as statutory auditors to the approval of the RBI for each year. The
company has not disclosed the proposed remuneration for the incoming auditors
which is a requirement under Regulation 36 of SEBI’s LODR.
Q2
Jaimini Bhagwati, 68, is a former IFS officer, economist and foreign policy expert.
He was the high commissioner to the UK and ambassador to the European Union,
Belgium and Luxembourg. He has served in senior positions in the Government of
India, including in foreign affairs, finance and atomic energy. In his earlier role at
Appoint Dr. Jaimini Bhagwati (DIN: 07274047) as
the World Bank, he was a specialist in international bond and derivatives markets
22-Sep-2021 I D F C LTD. AGM Management Independent Director for a period of three years For For
and was the RBI chair professor at ICRIER. Jaimini Bhagwati has been an
from 25 May 2021
Independent Director on the board of IDFC Financial Holding Company (a material
subsidiary of IDFC Ltd) since September 2015 – 6 years and IDFC AMC Trustee
Company Ltd since July 2019. His appointment is in line with statutory
requirements.
Q2
Anil Singhvi, 62, has over 35 years of experience in corporate sector, of which he
Appoint Anil Singhvi (DIN: 00239589) as
spent 22 years with Ambuja Cements Ltd, where was Managing Director & CEO.
22-Sep-2021 I D F C LTD. AGM Management Independent Director for a period of three years For For
He is a Chairman of Ican Investments Advisors Pvt Ltd, a business consultancy
from 25 May 2021
firm. His appointment is in line with statutory requirements.
Q2
Vinod Rai, 73, holds wide experience of working in various capacities at both, the
Central and State Governments. He is an Independent Director, and his second term
was set to expire on 30 July 2021. However, he resigned as an independent director
Appoint Vinod Rai (DIN:00041867) as Non-
and was re-appointed as a Non-Executive Non-Independent Director of the
22-Sep-2021 I D F C LTD. AGM Management Independent, Non-Executive Director for a period For For
company from 25 May 2021. While Vinod Rai meets the fit and proper criterion his
of two years from 25 May 2021 till 22 May 2023
resignation letter has not been filed with the stock exchanges, which is a mandatory
requirement. We note that Vinod Rai has been a member of the Nomination and
Remuneration Committee since 2015,.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company seeks shareholder approval to pay commission to NEDs, for a period
of three years starting from 1 April 2021 till 31 March 2024 and proposes
continuation of payment of commission at the same level to NEDs as currently
being paid for 31 March 2021. In the event of no profits/ inadequate profit,
22-Sep-2021 I D F C LTD. AGM Management Directors at 1% of net profits for three years from 1 For For
remuneration may be paid as per the provisions of Schedule V of the Companies
April 2021 till 31 March 2024
Act, 2013. The commission paid to NEDs in the past has been reasonable however
we raise a concern that the proposed commission is not capped and has been left to
the discretion of the board / NRC.
Q2
We have relied upon the auditors’ report, which has raised emphasis on COVID-19
Adoption of standalone and consolidated financial related issues. Except for this matter, the auditors are of the opinion that the
22-Sep-2021 INOX LEISURE LTD. AGM Management For For
Q2
Pavan Jain, 70, is part of the promoter group and is the Non-Executive Chairperson
Reappoint Pavan Jain (DIN: 00030098) as Non-
on the board. He attended 75% board meetings held in FY21 (3/4) and 82% board
22-Sep-2021 INOX LEISURE LTD. AGM Management Executive Non-Independent Director, liable to retire For For
meetings held over the last three years (14/17). He retires by rotation and his
by rotation
Q2
Co has clarified that the Maximum amount for any individual year would not
Approve payment of minimum remuneration upto
exceed Rs. 5 Cr in case of higher Profit. The same cap will be exercised through the
22-Sep-2021 INOX LEISURE LTD. AGM Management higher of Rs. 15.0 mn or 5% of net profits to Non- For For
Remuneration committee. This proposal is meant for the remuneration to Promotors
Executive Directors from FY22 to FY24
Q2 (Siddharth Jain and Pavan Jain).
22-Sep-2021 JAMNA AUTO INDS. LTD. AGM Management For For
Q2
Ratify interim dividend of Rs. 0.25 per equity share The aggregate dividend for FY21 is Rs. 0. 75 per equity share. The total dividend
22-Sep-2021 JAMNA AUTO INDS. LTD. AGM Management and approve final dividend of Rs. 0.5 per equity For For outflow for FY21 will be Rs. 298. 8 mn and the dividend payout ratio is 38. 9% of
share of face value Re. 1.0 each for FY21 standalone PAT.
Q2
R. S. Jauhar, 60, is the Vice Chairperson and Executive Director of the company
Reappoint R. S. Jauhar (DIN: 00746186) as and part of the promoter family. He attended 100% (5 out of 5) board meetings in
Director, liable to retire by rotation FY21. He is liable to retire by rotation and his reappointment meets all statutory
Q2 requirements.
Approve remuneration of Rs. 200,000 to Jangira & The remuneration to cost auditor is reasonable compared to the size and scale of
Q2 Associates as cost auditor for FY22 operations.
We estimate S. P. S. Kohli’s FY22 remuneration at Rs. 5. 2 mn, which is in line
Reappoint S. P. S. Kohli (DIN: 01643796) as
with peers and reasonable compared to the size and complexity of business. The
Executive Director for three years from 13 February
22-Sep-2021 JAMNA AUTO INDS. LTD. AGM Management For For company must consider disclosing the quantum of stock options proposed to be
granted to him, if any. S P S Kohli is a professional and his skills and experience
remuneration
Q2 carry a market value.
We estimate P. S. Jauhar’s remuneration at Rs. 24. 5 mn in FY22 which is

reasonable compared to the size and complexity of business. R. S. Jauhar’s
remuneration in FY21 and FY20 was Rs. 25. 4 mn and Rs. 23. 9 mn respectively as
Reappoint P. S. Jauhar (DIN: 00744518) as he was not paid commission due to subdued profitability. We expect his
Managing Director and CEO for three years from 1 remuneration to be closer to Rs. 50. 0 mn, as the company’s performance and
August 2021 and fix his remuneration as minimum profitability bounce back. The company has now capped his overall remuneration at
remuneration higher of 2. 5% of net profits or Rs. 50. 0 mn: in FY21, the family remuneration
aggregated 5. 0% of consolidated PBT. We expect the board to remain judicious
while setting his overall remuneration. The company must disclose the performance
Q2
Appoint Gautam Mukherjee (DIN: 02590120) as an Gautam Mukherjee, 64, is a former banker and retired from Jamna Auto in 2012.
22-Sep-2021 JAMNA AUTO INDS. LTD. AGM Management Independent Director for five years from 31 May For For He has completed the mandatory three-year cooling period. His appointment meets
Q2 2021 all statutory requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Jamna Auto is a majority partner in JSSL and holds 99. 9985% of its total capital.
The company enters into contracts or arrangements of sale, purchase, supply of
goods or material or availing, rendering any services from/to subsidiary and
Approve related party transactions with Jai provides guarantee on behalf of the subsidiary. In FY20 and FY21, such
22-Sep-2021 JAMNA AUTO INDS. LTD. AGM Management Suspension Systems Private Limited (JSSL) of up to For For transactions aggregated to Rs. 2. 0 bn and Rs. 1. 3 bn respectively. The company
Rs. 5.0 bn in FY21 has stated that all transactions will be in the ordinary course of business and at
arms’ length price. Given that JSSL is almost a wholly owned by Jamna Auto, there
will be no material impact on the consolidated financials. In FY21, the company
had sought a similar approval from shareholders for a limit of Rs. 5. 0 bn.
Q2
I T D CEMENTATION INDIA Adoption of standalone and consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
Q2
I T D CEMENTATION INDIA Approve dividend of Rs. 0.12 per equity share of The total dividend outflow for FY21 is Rs. 20. 6 mn and the dividend payout ratio
Q2 LTD. face value Re. 1.0 each for FY21 is 13. 1% of standalone PAT.
Santi Jongkongka, 55, is the Executive Vice Chairperson of the company. He
I T D CEMENTATION INDIA Reappoint Santi Jongkongka (DIN 08441312) as
22-Sep-2021 AGM Management For For attended 100% (5 out of 5) board meetings in FY21. He is liable to retire by rotation
Q2 and his reappointment meets all statutory requirements.
I T D CEMENTATION INDIA Approve remuneration of Rs. 500,000 mn to Suresh The remuneration to cost auditor is reasonable compared to the size and scale of
LTD. Damodar Shenoy as cost auditor for FY22 operations.
Q2
The company is seeking shareholder approval to invest Rs. 1. 0 mn in Fortis La

Femme Limited (FLFL) by subscribing to RPS of the subsidiary. On 31 March
2021, FLFL’s networth stood at Rs. (8. 7) mn and had an outstanding loan from
Fortis Healthcare amounting to Rs. 6. 4 mn. FLFL has been unable to service its
Subscribe to Redeemable Preference Shares (RPS) loans and therefore, the company seeks to make further investment in FLFL in
22-Sep-2021 FORTIS HEALTHCARE LTD. Postal Ballot Management of Fortis La Femme Limited, a wholly owned For For order to enable it to meet its current and near future operational expenses. Given
subsidiary that FLFL is a wholly owned subsidiary, there will be no material impact on the
consolidated financials of the company. Since the company is currently under the
mandatory takeover offer period (post acquisition of ~31% by Northern TK
Ventures Pte Ltd), shareholder approval is required in case of any issuance of
securities by the company or its subsidiaries.
Q2
The company is seeking to make an aggregate investment of Rs. 22. 5 mn in five

wholly owned subsidiaries of the company through Fortis Hospitals Limited and
Escorts Heart Institute and Research Centre Limited, wholly owned subsidiaries of
the company. The issuers of the RPS have borrowed significant amount of funds
Approve subscription to Redeemable Preference
from other group companies and are currently unable to service the interest on such
Shares (RPS) of five wholly owned step-down
debt. The investment will enable issuer entities to meet current and near future
22-Sep-2021 FORTIS HEALTHCARE LTD. Postal Ballot Management subsidiaries, by Fortis Hospitals Limited and For For
operational expenses and statutory dues. Given the subscribing and issuing entities
Escorts Heart Institute and Research Centre
are wholly owned (step) subsidiaries of the company, there will no impact on the
Limited, wholly owned subsidiaries
consolidated financials of the company. Since the company is currently under the
mandatory takeover offer period (post acquisition of ~31% by Northern TK
Ventures Pte Ltd), shareholder approval is required in case of any issuance of
securities by the company or its subsidiaries.
Q2
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management For For
Ms. Mei Theng Leong, 45, is the Chief Financial & Commercial Officer Affle
Reappoint Ms. Mei Theng Leong (DIN: 08163996),
International Pte. Ltd. , a wholly owned subsidiary. She has been on the board of
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
Affle since June 2018 and has attended all board meetings. She retires by rotation
and her reappointment meets all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Affle (India) Limited seeks approval to grant up to 750,000 mn stock options to its
employees. The size of the scheme is up to 2. 8% of paid-up share capital. Since the
Approve Affle (India) Limited Employee Stock above schemes envisage granting of ESOPs to employees, at the prevailing market
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management For For
Option Scheme – 2021 price, the cost impact will be reasonable. If the company implements the scheme
entirely through a primary issue, the resultant dilution for existing shareholders will
be less than 2. 7%.
Q2
Grant of employee stock Options to the employees
Affle (India) Limited seeks approval to grant ESOPs to employees of holding
of holding company and subsidiary company(ies)
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management For For company and subsidiary (ies). Our view on this resolution is linked to Resolution
under Affle (India) Limited Employee Stock Option
#3.
Q2 Scheme – 2021
Affle (India) Limited seeks approval to implement the scheme through the trust
Approve grant of ESOPs under Affle (India)
route, by way of either secondary acquisition of shares from the market or through
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management Limited Employee Stock Option Scheme – 2021 by For For
direct allotment by the company or a combination of both. Our view on this
way of secondary acquisition
Q2 resolution emanates from Resolution #3.
The sub-division will improve the liquidity Affle (India) Limited’s shares in the
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management share of face value Rs. 10.0 per share to five shares For For
market and make it affordable to small investors.
Q2 of face value Rs. 2.0 per share
Approve alteration to Capital Clause of
Capital Clause (Clause V) of the Memorandum of Association (MoA). The altered
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management Memorandum of Association (MoA) to For For
MoA will reflect the proposed authorized share capital of 150. 0 mn equity shares
accommodate the sub-division of equity shares
Q2 of face value Rs. 2. 0 each.
The corporate office of the company is based out of Gurugram, 601-612 6th Floor
Tower-C JMD Megapolis Gurgaon – India, and so are the finance and
Approve shifting of registered office to NCT of
administrative functions of the company are centrally carried from the Gurugram
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management Delhi and consequent alteration to the For For
office. To improve co-ordination and communication for ease of management, the
company is proposing a shift in their registered office from Mumbai to NCT of
Delhi. This shift requires a consequent amendment to the MoA.
Q2
Approve alteration of Articles of Association Under the Companies Act, 2013, the use of common seal has now been made
23-Sep-2021 AFFLE (INDIA) LTD. AGM Management regarding deletion of clauses related to the use of For For optional and hence affixing seal of a company on documents, authorization papers,
Q2 common seal agreement, deeds etc. Is no longer mandatory.
BHARAT HEAVY Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
ELECTRICALS LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Subodh Gupta, 57, is the Director Finance and has been on the board since April
BHARAT HEAVY Reappoint Subodh Gupta (DIN: 08113460) as
23-Sep-2021 AGM Management For For 2018. During FY21, he attended all the board meetings held. His reappointment is
ELECTRICALS LTD. Director, liable to retire by rotation
Shashank Priya, 55, is Additional Secretary & Financial Advisor, Ministry of
Commerce & Industry. He was appointed on to the board in October 2019. During
Reappoint Shashank Priya (DIN: 8538400) as Non-
BHARAT HEAVY FY21, he attended all the board meetings held and he retires by rotation. His
23-Sep-2021 AGM Management Executive Non-Independent Director, liable to retire For For
ELECTRICALS LTD. reappointment is in line with statutory requirements. As a representative of the
by rotation
government, we expect him to ensure that BHEL’s board composition is compliant
Q2 with regulations.
The Comptroller & Auditor General of India (C&AG) appointed Raj Har Gopal &
Co, New Delhi, Tiwari & Associates, New Delhi and S. L. Chhajed & Co LLP,
Bhopal as joint statutory auditors for FY22 and Ponraj & Co, Trichy, Chandran &
Raman, Bengaluru, M Anandam & Co Hyderabad, and Gopalaiyer and
Authorize the board to fix remuneration of statutory
BHARAT HEAVY Subramanian, Chennai as branch auditors for FY22. As per Section 142 of the
23-Sep-2021 AGM Management auditors appointed by theComptroller and Auditor For For
ELECTRICALS LTD. Companies Act, 2013, shareholder approval is required to authorize the board to fix
the remuneration of statutory auditors at appropriate level. The statutory auditors
were paid Rs. 17. 3 mn in FY21 which is commensurate with the size and
complexity of the company: we expect audit fees in FY22 to be in same range. The
company has not disclosed a range in which the audit fee shall be paid.
Q2
BHARAT HEAVY Approve remuneration of Rs. 1.5 mn payable to as The total remuneration proposed to be paid to the cost auditors is reasonable
Q2 ELECTRICALS LTD. cost auditors for FY22 compared to the size and scale of operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Renuka Gera, 57, is the Director (Industrial Systems & Products) and has been
employed at Bharat Heavy Electronics Limited since 1984. She is the first woman
Appoint Renuka Gera (DIN: 08970501) as Director, employee of BHEL to reach Director. Her appointment is in line with statutory
BHARAT HEAVY
23-Sep-2021 AGM Management liable to retire by rotation from 1 December 2020 For For requirements. We note that her salary scale has been disclosed in the notice and we
ELECTRICALS LTD.
till 31 August 2023 estimate her remuneration at Rs. 5. 6 mn (FY21: Rs. 1. 9 mn, annualized), inclusive
of benefits in addition to basic salary which is the range of Rs. 2. 2 mn to Rs. 4. 1
Q2 mn.
Jeetendra Singh, 50, is Joint Secretary in Ministry of Heavy Industries (MHI),

Government of India. In the past he has served in various government roles such as
Executive Director Corporate Coordination in Railway Board, Director in NITI
Appoint Jeetendra Singh (DIN: 09207792) as Non-
BHARAT HEAVY Aayog on Urban Development and in erstwhile Planning Commission in areas of
23-Sep-2021 AGM Management Executive Non- Independent Director, liable to For For
ELECTRICALS LTD. PPP & Infrastructure creation and Director (Planning) in Ministry of Railways. He
retire by rotation from 18 June 2021
is well versed with the workings of the government. His appointment is in line with
statutory requirements. As a government representative, we expect him to ensure
that BHEL’s board composition is compliant with regulations.
Q2
23-Sep-2021 INDOCO REMEDIES LTD. AGM Management For For
Declare final dividend of Rs. 1.5 per equity share The total dividend outflow for FY21 is Rs. 138. 2 mn. The total dividend payout
Q2 (face value: Rs. 2.0 per share) ratio is 15. 0%.
Sundeep V Bambolkar is the Joint Managing Director of the company. He has
Reappoint Sundeep V Bambolkar (DIN:
23-Sep-2021 INDOCO REMEDIES LTD. AGM Management For For attended 100% of board meetings in FY21. He retires by rotation and his
00176613)as Director liable to retire by rotation
Abhijit Y Gore, 56, is the Managing Partner of D. G. Gore, a leading manufacturer

Appoint Abhijit Y Gore (DIN: 00301688) as an
of fragrances, since the last 34 years. He has experience in the Aroma Chemicals,
23-Sep-2021 INDOCO REMEDIES LTD. AGM Management Independent Director for five years from 3 October For For
Natural Essential Oils, Media and Entertainment and Real Estate industries. His
2020
appointment as Independent Director is in line with statutory requirements.
Q2
Approve remuneration of Rs. 180,000 payable to The remuneration proposed to be paid to the cost auditor in FY22 is reasonable
Joshi Apte & Associates, as cost auditors for FY22 compared to the size and scale of operations.
Q2
The company has appointed Joshi Apte & Associates as cost auditors for FY21 to
Approve remuneration of Rs. 180,000 payable to fill casual vacancy caused by the resignation of Sevekari, Khare & Associates w. E.
Joshi Apte & Associates, as cost auditors for FY21 F. 27 May 2021. The remuneration proposed to be paid to the cost auditor in FY21
is reasonable compared to the size and scale of operations.
Q2
TAMIL NADU NEWSPRINT & Adoption of financial statements for the year ended related issues raised, the auditors are of the opinion that the financial statements are
PAPERS LTD. 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
TAMIL NADU NEWSPRINT & Declare final dividend of Rs. 3.0 per equity share
23-Sep-2021 AGM Management For For The total dividend outflow for the year will be Rs. 207. 6 mn.
PAPERS LTD. (face value Rs.10.0 each)
Q2
N. Muruganandam, 53, is the Principal Secretary to Corporation Government,
TAMIL NADU NEWSPRINT & Reappoint N Muruganandam, (DIN: 00540135) as
23-Sep-2021 AGM Management For For Industries Department and government nominee on the board. His appointment is in
PAPERS LTD. Director, liable to retire by rotation
The statutory auditors of the company, Brahmayya & Co, have been appointed by
Approve remuneration of Rs. 1,300,000 (plus
the Comptroller and Auditor General of India. The company proposes to authorize
TAMIL NADU NEWSPRINT & service tax and out of pocket expenses upto Rs.
23-Sep-2021 AGM Management For For the board to pay remuneration of Rs. 1,300,000 plus reimbursements up to Rs.
PAPERS LTD. 100,000) for Brahmayya & Co. as statutory auditors
100,000 to the audit firm for FY21, which is reasonable compared to the size and
for FY22
Q2 scale of operations.
Approve remuneration of Rs. 275,000 (plus service The total remuneration proposed to be paid to the cost auditors is reasonable
TAMIL NADU NEWSPRINT &
23-Sep-2021 AGM Management tax and out of pocket expensesupto Rs. 30,000) for For For compared to the size and scale of operations. Further, the company has capped the
PAPERS LTD.
Geeyes & Co. as cost auditors for FY22 out of pocket expenses.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rajeev Ranjan, 59, is an IAS officer and former Chief Secretary to Government and
Vigilance Commissioner and Commissioner for Administrative Reforms. As an IAS
officer, he has served in various positions in departments of Government of Tamil
Appoint Rajeev Ranjan (DIN: 01806973) as
Nadu and is well versed with the working of the government. His terms of
TAMIL NADU NEWSPRINT & Chairperson and Managing Director from 8 May
23-Sep-2021 AGM Management For For appointment are not disclosed. Remuneration in government enterprises is usually
PAPERS LTD. 2021 as per terms prescribed by Government of
not high. However, as a good governance practice, we expect government entities
Tamil Nadu
to disclose the proposed appointment terms including proposed remuneration to its
shareholders through the AGM notice. During FY21, the remuneration paid to
former Managing Director and Chairperson was Rs. 4. 7 mn.
Q2
Harmander Singh, 59, is an I. A. S officer and currently serves as Commissioner of
Appoint Harmander Singh (DIN:03291250) as Non-
TAMIL NADU NEWSPRINT & Sugar and MD, Tamil Nadu Sugar Corporation Ltd. He has over 30 years of service
23-Sep-2021 AGM Management Executive Non Independent Director, liable to retire For For
PAPERS LTD. in various departments of Government of Tamil Nadu. His appointment is in line
by rotation from 25 June 2021
V Chandrasekaran, 63, Former Executive Director LIC has been on the board since
Reappoint V Chandrasekaran (DIN: 03126243) as November 2017. During FY21, he attended all board meetings. His reappointment
TAMIL NADU NEWSPRINT &
23-Sep-2021 AGM Management an Independent Director for three years from 13 For For is in line with statutory requirements. While we support his reappointment, we
PAPERS LTD.
November 2020 believe shareholder approval for his reappointment should have been sought on or
before the completion of his first term as Independent Director.
Q2
23-Sep-2021 DODLA DAIRY LTD. AGM Management For For
Dodla Sesha Reddy, 79, is a part of the promoter family, and the company’s Non-
Executive Chairperson. He has been associated with the company for over 22 years,
and he attended all five board meetings held in FY21. He retires by rotation and his
Reappoint Dodla Sesha Reddy (DIN: 00520448) as
23-Sep-2021 DODLA DAIRY LTD. AGM Management For For reappointment is in line with the statutory requirements. As per provisions of
regulation 17 of SEBI’s LODR the company should have sought approval for
reappointment by way of a special resolution as Dodla Sesha Reddy is over 75 years
Q2 of age.
MAX FINANCIAL SERVICES Adoption of standalone financial statements for the statements. Except for the issues raised, the auditors are of the opinion that the
LTD year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
MAX FINANCIAL SERVICES Adoption of consolidated financial statements for related issues raised, the auditors are of the opinion that the financial statements are
LTD the year ended 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2 Indian Accounting Standards (Ind AS).
Sahil Vachani, 37, is son-in-law of promoter Analjit Singh. He is CEO & MD, Max
Ventures and Industries Ltd. (holding company for Max Specialty Films – specialty
packaging films business). He also oversees strategy and functioning of Max
MAX FINANCIAL SERVICES Reappoint Sahil Vachani (DIN: 00761695) as Estates - the commercial and residential real estate development arm; Max Learning
LTD director liable to retire by rotation - the education vertical; and Max I - investment arm. His retires by rotation and his
reappointment meets all statutory requirements. Sahil Vachani is on 18 boards
(including unlisted companies): we expect him to devote sufficient time to Max
Financial Services.
Q2
Good candidature, no concerns identified. K Narasimha Murthy, 64, is partner at
Appoint K. Narasimha Murthy (DIN: 00023046) as
MAX FINANCIAL SERVICES Narasimha Murthy & Co. A firm engaged in Cost & Management Accountancy. He
23-Sep-2021 AGM Management Independent Director for five years from 30 March For For
LTD has been associated with the development of cost and management information
2021
systems for more than 150 companies, covering more than 45 industries.
Q2
Adoption of standalone & consolidated financial related issues raised, the auditors are of the opinion that the financial statements are
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management For For
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Declare dividend of Rs. 2.5 per equity share (face The total dividend outflow for FY21 is Rs. 156. 4 mn and the dividend payout ratio
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management For For
Q2 value Rs. 10) is 5. 4%.
Reappoint Ms. R S Isabella, (DIN 06871120) as R S Isabella, 50, is the Managing Director Repco Bank. She is also on the board
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management Non-Executive Non- Independent Director, liable to For For since November 2016 and has attended 5 of 6 board meetings held in FY21. She
retire by rotation retires by rotation and her reappointment is in line with all statutory requirements.
Q2
S. R. Batliboi & Associates LLP will be completing a tenure of 4 years at the AGM
of 2021. Following the April 2021 RBI Guidelines for Appointment of Statutory
Auditors of Banks and NBFCs, S. R. Batliboi & Associates LLP will be ineligible
Appoint Chaturvedi & Co. as Statutory Auditors for to continue beyond 30 September 2021. Consequently, S. R. Batliboi & Associates
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management three years starting from FY22 and fix their For For LLP resigned on 31 August 2021. Accordingly, the company recommends the
remuneration at Rs. 2.5 mn for FY22 appointment of Chaturvedi & Co. , as statutory auditors for a term of three years.
Their appointment is in line with statutory requirements. The company proposes up
to Rs 2. 5 mn as statutory audit fees for FY22, which is reasonable given the size of
the business and in line with remuneration of past auditors.
Q2
Jacintha Lazarus, 41, is an IAS officer and the Director of Rehabilitation,
Appoint Ms. Jacintha Lazarus (DIN:08995944) as
Government of Tamil Nadu. She has 15 years of experience in the field of Public
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management Non-Independent Non-Executive director, liable to For For
Administration and is well versed with the workings of the government. She is
retire by rotation from 11 February 2021
liable to retire by rotation and her appointment is in line with statutory requirements.
Q2
T. Karunakaran, 52, has been with the company since August 2004. He was
Appoint T.Karunakaran (DIN: 09280701), as elevated to the position of Chief Operating Officer in March 2021 and Whole-Time
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management Whole-time Director for a period of five years from For For director in September 2021. He has 30 years of experience in housing finance. His
1 September 2021 and fix his remuneration proposed remuneration is Rs. 4. 2 mn with an overall cap of Rs. 5. 0 mn. The
remuneration is commensurate with the size of business and peers.
Q2
N. Balasubramanian, 56, is a General Manager at Repco Bank, and is on deputation
to the company. He joined the Repco Home Finance on 1 April 2021 as Chief
Appoint N. Balasubramanian (DIN: 07832970), as Development Officer on deputation. He has almost three decades of banking
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management Whole-time Director for a period of two years from For For experience. His proposed remuneration is Rs. 3. 7 mn with an overall cap of Rs. 5.
1 September 2021 and fix his remuneration 0 mn. The remuneration is commensurate with the size of business and peers.
Repco Home Finance will reimburse the salary etc. To Repco Bank in respect of the
Q2 additional post held.
The issuance of debt securities on private placement basis will be within the overall
borrowing limit of Rs. 150. 0 bn. Repco HFL’s debt instruments are rated ICRA
AA-
/Stable/ICRA A1+ and CARE AA-/ Stable/ CARE A1+ and which denotes high
Issue Non-Convertible Debentures (NCD)
degree of safety regarding timely servicing of debt obligations. The capital
23-Sep-2021 REPCO HOME FINANCE LTD. AGM Management aggregating Rs. 40.0 bn and Commercial Paper For For
adequacy ratio as on 31 March 2021 is 30. 7% against the minimum required by
aggregating Rs. 10.0 bn on private placement basis
regulatory norms issued by the National Housing Bank, 14% by 31 March 2021 and
15% by 31 March 2022. Incremental debt will be utilized to fund the growing
operations of the company. Debt levels in an NBFC are typically reined in by the
regulatory requirement of maintaining a slated minimum capital adequacy ratio.
Q2
We have relied upon the auditors’ report, which has raised emphasis on demand
notice sent to the company by Department of Telecommunications (DoT), raising
demand of Rs. 163. 6 bn in relation to “Very Small Aperture Terminal” (V-SAT)
GUJARAT NARMADA license and ”Category A - Internet Service Provider” license fees for the period
23-Sep-2021 VALLEY FERTILIZERS & AGM Management For For from FY06 to FY19. While the company has stated that no provision is required for
CHEMICALS LTD. the same, we have raised concerns as the demand value is 2. 7x times the
company’s networth as on 31 March 2021. Except for this matter, the auditors are
of the opinion that the financial statements are prepared in accordance with the
generally accepted accounting policies and Indian Accounting Standards (IND-AS).
Q2
GUJARAT NARMADA
23-Sep-2021 VALLEY FERTILIZERS & AGM Management For For
(face value of Rs. 10.0) for FY21 18. 0% of standalone PAT.
Q2 CHEMICALS LTD.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
GUJARAT NARMADA Reappoint Ms. Mamta Verma (DIN: 01854315) as

23-Sep-2021 VALLEY FERTILIZERS & AGM Management Non-Executive Non-Independent Director, liable to For For In line with standards.
CHEMICALS LTD. retire by rotation
Q2
The company proposes to appoint Suresh Surana & Associates LLP as statutory
auditors for five years in place of SRBC & Co. LLP who have completed their
tenure of five years, as approved at the 2016 AGM. Their appointment is in line
with the statutory requirements. As per Regulation 36(5) of SEBI’s LODR 2015,
Appoint Suresh Surana & Associates LLP as
GUJARAT NARMADA companies are mandated to disclose the terms of appointment/ reappointment of
statutory auditors for five years till the conclusion of
23-Sep-2021 VALLEY FERTILIZERS & AGM Management For For auditors, including the remuneration payable to them. The company has not made
2026 AGM and authorize the board to fix their
CHEMICALS LTD. any disclosures on the proposed audit fees. Audit fee paid to previous auditors was
remuneration
Rs. 1. 6 mn each for FY20 and FY21 on a consolidated basis (excluding limited
review fees, out-of-pocket expenses, taxes fees paid for other services), which is
reasonable given the size and scale of operations. We expect the company to fix
audit fees at reasonable levels, as in the past.
Q2
Ranjan Kumar Ghosh, 40, is Assistant Professor - Centre for Management in
Agriculture at Indian Institute of Management, Ahmedabad. He was previously an
Assistant Professor at SLU Uppsala, Sweden. He completed his Ph. D in
GUJARAT NARMADA Appoint Ranjan Kumar Ghosh (DIN: 08551618) as Economics from Humboldt University of Berlin, Germany, Post-Doctoral Fellow at
23-Sep-2021 VALLEY FERTILIZERS & AGM Management Independent Director from 29 October 2020 till 30 For For Department of Economics from SLU UPPSALA, Sweden, Master’s in Science
CHEMICALS LTD. September 2024 (Economics) from Madras School of Economics, Chennai and Bachelor’s in Arts
(Economics) from University of Delhi. He is a visiting scholar at Ostrom
Workshop, Indiana University. His appointment is in line with the statutory
Q2 requirements.
Mukesh Puri, 57, is an IAS officer and is currently the Additional Chief Secretary,
Urban Development & Urban Housing Department, Government of Gujarat. He is
also the Managing Director at Gujarat State Fertilizers & Chemicals Ltd and has
GUJARAT NARMADA Appoint Mukesh Puri (DIN: 03582870) as Non-
over three decades of experience in public administration. He was previously the
23-Sep-2021 VALLEY FERTILIZERS & AGM Management Executive Non-Independent Director from 7 For For
Managing Director at Gujarat Urja Vikas Nigam Limited (GUVNL). He completed
CHEMICALS LTD. January 2021, liable to retire by rotation
his Post Graduation in Economics from the Delhi School of Economics and holds a
Master’s Degree in International Political Economics from the University of
Tsukuba, Japan. His appointment is in line with the statutory requirements.
Q2
GUJARAT NARMADA
23-Sep-2021 VALLEY FERTILIZERS & AGM Management For For
Dalwadi & Associates as cost auditors for FY22 company’s operations.
Q2 CHEMICALS LTD.
regarding the company’s requirement of obtaining the Certificate of Registration
(CoR) from Reserve Bank of India (RBI) as a Non-Banking Financial Company
Adoption of standalone and consolidated financial (NBFC) under the category of Core Investment Company (CIC) which is currently
23-Sep-2021 DHANI SERVICES LTD. AGM Management For For
statements for the year ended 31 March 2021 being evaluated by the management. The management is of the view that the
possible non-compliance with such requirements is not expected to have a material
impact on the accompanying consolidated financial statements. Unqualified
financial Statements.
Q2
Pinank Jayant Shah, 42, has over 19 years of experience in retail lending, corporate
lending and fund raising. He was appointed Executive Director, Dhani Services in
Reappoint Pinank Jayant Shah (DIN: 07859798) as
23-Sep-2021 DHANI SERVICES LTD. AGM Management For For August 2017. He is also Chief Executive Officer of Dhani Loans and Services
Limited, a wholly owned subsidiary of the company. He has attended all the board
Q2
Rakesh Mohan Garg, 62, is Retired Principle Chief Commissioner of Income Tax.
Appoint Rakesh Mohan Garg (DIN: 08970794) as
He is a Graduate in Mathematics from Guru Nanak University and a Management
23-Sep-2021 DHANI SERVICES LTD. AGM Management an Independent Director for one year from 25 For For
Graduate from Panjab University. He has attended the two board meetings held
during his tenure. His appointment is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Vijay Chugh, 66, is Former Principal Chief General Manager and Head of Payment
and Settlement Systems, Reserve Bank of India. He is currently a Part-time
Advisor/Consultant, World Bank/IMF/UNCDF. He is also a Consultant to Deloitte
Touche Tohmatsu India LLP, Mswipe Technologies P Ltd, Netflix Entertainment
Appoint Vijay Chugh (DIN: 07112794) as an
Services India Ltd, Finnew Solutions P. Ltd. And MSC Global Consulting Pte Ltd
23-Sep-2021 DHANI SERVICES LTD. AGM Management Independent Director for one year from 21 For For
(Singapore). He has attended the two board meetings held during his tenure. His
December 2020 to 20 December 2021
appointment as an Independent Director is in line with statutory requirements. As
per the notice Vijay Chugh was earlier a Consultant of Transerv Ltd, a wholly
owned subsidiary of the company. The board must clarify whether Vijay Chugh
continues to have a pecuniary relationship with the company.
Q2
Anish Williams, 47, is Chief Product Officer, Dhani Services Ltd. He was the
Founder & CEO of Transerv Limited, which is being held as a subsidiary and on
which he continues to remain Executive Director. He has attended the two board
Appoint Anish Williams (DIN: 03314110) as Non-
meetings held during his tenure. His appointment as a Non-Executive Non-
23-Sep-2021 DHANI SERVICES LTD. AGM Management Executive Non-Independent Director, liable to retire For For
Independent Director is in line with statutory requirements. Anish Williams was
by rotation, from 21 December 2020
granted 2,000,000 SARs in FY21 the weighted average fair value of which
aggregates to Rs 110. 8 mn: the board must articulate if he will continue to receive
such grants in the future.
Q2
Ms. Fantry Mein Jaiswal, 70, is Former Chairperson, Arunachal Pradesh State
Finance Commission. She is Retired Chief Commissioner of Customs & Central
Excise. She was first appointed to the board of the company in August 2020 for one
year. She has attended the five board meetings held during her tenure. Her
Reappoint Ms. Fantry Mein Jaswal (DIN: reappointment as Independent Director for one year is in line with statutory
23-Sep-2021 DHANI SERVICES LTD. AGM Management 03314110) as Independent Director for one year For For requirements. While we support her reappointment, we believe shareholder
from 23 August 2021 to 22 August 2022 approval for her reappointment should have been sought on or before the
completion of her first term as Independent Director. With this reappointment Ms,
Fantry Mein Jaswal will complete her second term as Independent Director. We
understand that she will not be eligible for reappointment as Independent Director
after completion of this term.
Q2
Praveen Kumar Tripathi, 68, is a Retired IAS Officer. He is Former Principal
Secretary to Chief Minister, Govt of NCT Delhi. He was appointed as Independent
Director on the board of the company in September 2019. He has attended all the
board meetings held in FY21. His reappointment as Independent Director for one
Reappoint Praveen Kumar Tripathi (DIN:
year is in line with statutory requirements. While we support his reappointment, we
23-Sep-2021 DHANI SERVICES LTD. AGM Management 02167497) as Independent Director for one year For For
believe shareholder approval should have been sought on or before the completion
from 16 September 2021 to 15 September 2022
of his first term as Independent Director. With this reappointment Praveen Kumar
Tripathi will complete his second term as Independent Director. We understand that
he will not be eligible for reappointment as Independent Director after completion
of this term.
Q2
The board of directors of the company had appointed Rakesh Kumar Garg for one
year from 25 November 2020. The company proposes to reappoint him for another
Reappoint Rakesh Kumar Garg (DIN: 08970794) as
year i. E. , from 25 November 2021 to 24 November 2022. His reappointment is in
line with statutory requirements. With this reappointment Rakesh Kumar Garg will
complete his second term as Independent Director. We understand that he will not
be eligible for reappointment as Independent Director after completion of this term.
Q2
The board of directors of the company had appointed Vijay Chugh for one year
from 21 December 2020. The company proposes to reappoint him for another year
Reappoint Vijay Chugh (DIN: 07112794) as an
i. E. , from 21 December 2021 to 20 December 2022. His reappointment is in line
with statutory requirements. With this reappointment Vijay Chugh will complete his
December 2021 to 20 December 2022
second term as Independent Director. We understand that he will not be eligible for
reappointment as Independent Director after completion of this term.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company has stated that it proposes to borrow funds through issuance of NCDs
to fund the technology enabled subscription-based healthcare and transaction
23-Sep-2021 DHANI SERVICES LTD. AGM Management (NCDs) on a private placement basis upto Rs. 10.0 For For
finance services, through its Dhani App. The proposed issuance will be within the
bn
Q2 overall borrowing limit of Rs 50. 0 bn.
Under the scheme, up to 27. 0 mn equity shares will be issued to the employees of
CG POWER AND the company, with a maximum vesting period of four years and exercise period of
Approve Employee Stock Option Plan 2021
23-Sep-2021 INDUSTRIAL SOLUTIONS Postal Ballot Management For For five years from vesting. The potential dilution for existing shareholders is 2. 0%, on
(“ESOP 2021”)
LTD the extended base. The exercise price will be market price thereby aligning the
interest of employees with those of the investors.
Q2
Amish Mehta, 51, is the COO of CRISIL Ltd since 2017 and is being appointed as
MD & CEO for a term of five years from 1 October 2021. The proposed
remuneration for Amish Mehta is estimated at Rs. 74. 1 mn (1. 6% of 2020
Appoint Amish Mehta (DIN: 00046254) as consolidated PBT), which is in line with peers and commensurate with the overall
Managing Director and CEO for five years from 1 size and complexity of business. His annual long-term incentive plan is
23-Sep-2021 CRISIL LTD. Postal Ballot Management For For
October 2021 to 30 September 2026 and fix his performance-based, and measured by EPS CAGR. While we recognize that short-
remuneration term variable pay will be based on the accomplishment of metrics relevant for
shareholders, we expect the board to disclose these. Amish Mehta is eligible for
stock options: the quantum has not been capped / disclosed. To this extent, the
disclosures on his proposed remuneration are open-ended.
Q2
24-Sep-2021 BHARAT BIJLEE LTD. AGM Management For For
Ravi Chaudhary, 61, is a former Executive Director of Life Insurance Corporation
Reappoint Ravi Chaudhary (DIN: 06728841) as (LIC) and represents LIC on the board. LIC held 6. 23% equity in the company on
24-Sep-2021 BHARAT BIJLEE LTD. AGM Management Non-Executive Non-Independent Director, liable to For For 30 June 2021. He has been on the board since June 2020 and attended 80% board
retire by rotation meetings held in FY21 (4/5). He retires by rotation and his reappointment is in line
Ratify remuneration of Rs. 112,700 payable to P M The total remuneration proposed is reasonable compared to the size and scale of the
Nanabhoy & Co. as cost auditors for FY22 company’s operations.
Q2
We have relied upon the auditors’ report, which contains an emphasis of matter
regarding the utilisation of the Business Reconstruction Reserve (‘BRR’) to the
extent of Rs. 107. 30 mn, which was created in accordance with a scheme of
Adoption of standalone and consolidated financial arrangement approved by High Court of Calcutta. Further, the auditors have
24-Sep-2021 H S I L LTD. AGM Management For For
statements for the year ended 31 March 2021 highlighted that during the year, the company has impaired goodwill related to a
business undertaking amounting to Rs. 107. 30 mn and charged the same as
exceptional item to Statement of Profit and Loss of that year and withdrawn
Q2 equivalent amount from BRR.
Declare final dividend of Rs.4 per equity share of The total dividend outflow for FY21 is Rs. 258. 8mn. The dividend payout ratio is
24-Sep-2021 H S I L LTD. AGM Management For For
Q2 face value of Re.2 each 29. 4%.
Reappoint Sumita Somany (DIN: 00133612) as Non- Sumita Somany, 54, is a part of the promoter and has been a director of the
24-Sep-2021 H S I L LTD. AGM Management Executive Non-Independent Director liable to retire For For company since May 2014. She has attended 83% of the board meetings during
Q2 by rotation FY21. Her reappointment is in line with statutory requirements.
Reappoint Sandip Somany (DIN: 00053557) as Sandip Somany, 57, is part of the promoter family. Sandip Somany’s remuneration
Vice Chairperson and Managing Director for a has been aligned to company performance and has decreased over the past three
24-Sep-2021 H S I L LTD. AGM Management period of five years from 1 December 2021 to 30 For For years to Rs. 21. 5 mn in FY21. His proposed remuneration is estimated at Rs. 50. 0
November 2026 and fix his remuneration as mn. We expect the board to remain judicious in setting Sandip Somany’s
Q2 minimum remuneration remuneration going forward.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Brilloca is a 100% subsidiary of Somany Home Innovation Limited (SHIL), which

is listed, and was demerged in August 2019 from HSIL. The marketing and
distribution of HSIL’s revenues in building products is being done through Brilloca.
The related party transactions will comprise largely of Brilloca marketing and
distributing HSIL’s building products; other transactions include contract of
services and rent. We recognize that the transactions are in the ordinary course of
Approve Related Party Transactions with Brilloca
24-Sep-2021 H S I L LTD. AGM Management For For business and on arm’s length terms. Even so, we raise concern over the size of the
Limited upto Rs. 19.96 bn for FY22
limit being sought, which is more than 3x the size of HSIL’s building products
revenues. Transactions of this nature with Brilloca aggregated Rs 6. 2 bn in FY20
and FY21. While we recognize that recent demergers of the business will
necessitate continued dependence in the short term, the board must focus on a
planned reduction of dependence on group companies to build a standalone
sustainable operation.
Q2
Approve payment of commission to Non-Executive In the last five years, the company paid commission to non-executive directors
Directors upto 1% of the net profits and as per limits aggregating Rs. 7. 0 mn to 16. 0 mn, which is ~0. 9% to 1. 1% of standalone PBT
24-Sep-2021 H S I L LTD. AGM Management specified under regulations in the event of no For For each year. The proposed commission to independent directors is reasonable and in-
profits/inadequate profits for five years from 1 April line with market practices. However, the company must consider setting a cap in
2021 absolute terms on the commission payable.
Q2
We have relied upon the auditors’ report which has raised emphasis of matters
regarding: (i) non-compliance of board composition norms and consequent
functions of audit committee were carried on by the board of directors; (ii) deferring
the recasting of accounts pending arbitration proceedings pertaining to production
sharing contracts with Government of India in the Panna-Mukta and Mid and South
Tapti Fields; (iii) demand orders by tax authorities aggregating Rs. 77. 2 bn (iv)
OIL & NATURAL GAS Adoption of standalone and consolidated financial
24-Sep-2021 AGM Management For For estimation uncertainty in accessing receivables from government of Sudan; (v)
Impact of Covid-19 pandemic related issues on the company’s business. The
auditor’s opinions are not modified in respect of these matters. We raise concerns
that the audit committee has not been constituted since 8 September 2020 due to
absence of any independent directors on the board. However, we note that the
financial statements will be reviewed by the Comptroller and Auditor General of
India.
Q2
The company paid interim dividend of Rs. 1. 75 per share and proposes to pay final
OIL & NATURAL GAS Approve final dividend of Rs. 1.85 per equity share
24-Sep-2021 AGM Management For For dividend of Rs. 1. 85 per share. The total dividend outflow for FY21 will be Rs. 45.
CORPN. LTD. of face value Rs. 5.0 each for FY21
3 bn and the dividend payout ratio is 40. 3% of standalone PAT.
Q2
Dr. Alka Mittal, 59, is Director (HR) at ONGC. She attended 100% (9 out of 9)
OIL & NATURAL GAS Reappoint Dr. Alka Mittal (DIN: 07272207) as
24-Sep-2021 AGM Management For For board meetings in FY21. She is liable to retire by rotation and her reappointment
CORPN. LTD. Director, liable to retire by rotation
For FY21, audit remuneration was Rs. 45. 3 mn. The amount is commensurate with
the size and complexity of the company: we expect audit remuneration in FY22 to
be in same range. The Statutory Auditors of ONGC for FY22 are yet to be
OIL & NATURAL GAS appointed by the C&AG. The company has not disclosed the audit fees payable in
24-Sep-2021 AGM Management auditors to be appointed by the Comptroller and For For
CORPN. LTD. FY22 which is a mandatory requirement under Regulation 36 (5) of SEBI’s LODR.
Auditor General (C&AG) of India for FY22
While we understand that the company is awaiting communication from C&AG
regarding auditor appointment and remuneration, we believe that since ONGC is a
listed company it must disclose the proposed auditor remuneration to shareholders.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Pankaj Kumar, 55, has more than 34 years of experience across ONGC’s business
functions varying from Operations Management of Offshore and Onshore fields,
Well Engineering, Joint Venture Management, Corporate Strategic Management
and Asset Management. His terms of appointment are not disclosed.
OIL & NATURAL GAS Appoint Pankaj Kumar (DIN: 09252235) as
24-Sep-2021 AGM Management For For Notwithstanding, he will retire by rotation. His proposed remuneration is not
CORPN. LTD. Director (Offshore) from 4 September 2021
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 is in line with statutory requirements.
Q2
We have relied upon the auditors’ report, which has raised concerns on the potential
impact of the difference between the actual and provisional transmission income on
the financial statements. The company recognizes provisional transmission income
POWER GRID CORPN. OF Adoption of standalone and consolidated financial
24-Sep-2021 AGM Management For For for projects whose tariffs are not yet determined by the Central Electricity
Regulatory commission. Except for the above issue, the auditors are of the opinion
accounting principles.
Q2
Confirm first interim dividend of Rs. 3.75 per equity
share, second interim dividend of Rs. 3.00 per
POWER GRID CORPN. OF The total dividend outflow for FY21 is Rs. 68. 2 and the dividend payout ratio is 57.
24-Sep-2021 AGM Management equity share and declare final dividend of Rs. 3.00 For For
INDIA LTD. 1% of standalone PAT.
per equity share of face value Rs. 10.0 each for
Q2 FY21
Vinod Kumar Singh, 58, has been Executive Director of Power Grid Corporation
since February 2020. He is designated as Director (Personnel). He is associated
POWER GRID CORPN. OF Reappoint Vinod Kumar Singh (DIN: 08679313) as
24-Sep-2021 AGM Management For For with Power Grid since 1992 and has extensively worked across the HR function. He
INDIA LTD. Director, liable to retire by rotation
has attended all ten board meetings in FY21. He retires by rotation and his
Q2
Mohammed Taj Mukarrum, 59, has been Executive Director of Power Grid
POWER GRID CORPN. OF Reappoint Mohammed Taj Mukarrum (DIN: Corporation since July 2020. He is designated as Director (Finance). He has
INDIA LTD. 08097837) as Director, liable to retire by rotation attended 100% board meetings in FY21. He retires by rotation and his
The company seeks shareholder approval to authorize the board to fix an

appropriate remuneration for the statutory auditors. The Comptroller & Auditor
General of India has appointed T R Chadha & Co. , Umamaheshwara Rao & Co, B
M Chatrath & Co. And PSD & Associates as joint statutory auditors for FY22.
Fix remuneration of statutory auditors to be
POWER GRID CORPN. OF However, the company has not disclosed the audit fees payable in FY22 which is a
24-Sep-2021 AGM Management appointed by the Comptroller and Auditor General For For
INDIA LTD. mandatory requirement under Regulation 36 (5) of SEBI’s LODR. We believe that
(C&AG) of India for FY22
since Power Grid is a listed company it must disclose the proposed auditor
remuneration to shareholders. We observe that the auditor was paid audit fees of
Rs. 14. 3 mn in FY21, which is reasonable and not materially significant
considering the size of the company.
Q2
Abhay Choudhary, 58, holds more than 35 years of experience in the Power sector
and has worked in various capacities in EHV Sub Stations and Transmission lines.
Prior to this appointment, he was Executive Director (Commercial & Regulatory
Cell) along with charge of CMD Coordination Cell in Power Grid Corporation
Appoint Abhay Choudhary (DIN: 07388432) as Limited. He has attended all six board meetings held during his tenure in FY21. He
POWER GRID CORPN. OF
24-Sep-2021 AGM Management Director (Projects) from 1 November 2020 and For For is being appointed w. E. F. 1 November 2020 till his superannuation or till further
INDIA LTD.
authorize the board to fix his remuneration order, whichever is earlier. His proposed remuneration is not disclosed:
remuneration in public sector enterprises is usually not high. As a good practice, we
expect PSEs to disclose the terms of appointment including tenure and proposed
remuneration to its shareholders through the AGM notice. His appointment is in
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve aggregate remuneration of Rs. 250,000 for
Dhananjay V. Joshi & Associates and
POWER GRID CORPN. OF Bandyopadhyay Bhaumik & Co. as Joint cost The remuneration to be paid to the cost auditor is reasonable compared to the size
INDIA LTD. auditors for FY22 and an additional fees of Rs. and scale of the company’s operations.
12,500 to Dhananjay V. Joshi & Associates as lead
Q2 cost accountants for FY22
The proposed issuance will be within the approved borrowing limit of Rs. 1,800 bn
for the company. Power Grid’s debt programs are rated CRISIL
AAA/Stable/CRISIL A1+, which denotes highest degree of safety regarding timely
servicing of financial obligations. As on 31 March 2021, standalone debt
outstanding was Rs. 1,430. 5 bn and consolidated debt outstanding was Rs. 1,432. 1
POWER GRID CORPN. OF bn. The consolidated debt to equity and debt to EBITDA were 2. 0X and 3. 9X
24-Sep-2021 AGM Management (NCDs)/bonds on a private placement basis up to For For
INDIA LTD. respectively. Power Grid has estimated a capex of Rs. 80. 0 bn – Rs. 100. 0 bn for
Rs. 60.0 bn for FY23
FY23. They plan to finance the capex through a debt- equity mix of 70:30 and will
therefore need to raise additional debt. The company plans to mobilize about Rs.
56. 0 bn to Rs. 70. 0 bn as debt in FY23. The interest yields on proposed
borrowings are expected to be comparable to the interest rates of prevailing interest
rates of AAA rated corporate bonds.
Q2
We have relied upon the auditors’ report, except for the provision of impairment
allowance in respect of the company’s loan assets and COVID related issues, the
Adoption of standalone and consolidated financial auditors are of the opinion that the financial statements are prepared in accordance
24-Sep-2021 REC LTD. AGM Management For For
statements for the year ended 31 March 2021 with the generally accepted accounting principles. We raise concerns that the audit
committee of the company is not compliant with regulations. However, the financial
Q2
The company has paid two interim dividends of Rs. 6. 0 per share and Rs. 5. 0 per
Confirm interim dividends aggregating to Rs. 11.0
share respectively, the company proposes a final dividend of Rs. 1. 71 per share,
24-Sep-2021 REC LTD. AGM Management per share and declare final dividend of Rs. 1.71 per For For
dividend per share aggregates to Rs. 12. 71 per equity share. Total dividend outflow
share (Face value: Rs. 10.0 per share) for FY21
will aggregate to Rs. 32. 2 bn. Payout ratio is 38. 5% of the standalone PAT.
Q2
Praveen Kumar Singh, 59, is the nominee director of Power Finance Corporation
Reappoint Praveen Kumar Singh (DIN: 03548218)
Ltd. (promoter entity). He has been on the board of the company since 18 June
24-Sep-2021 REC LTD. AGM Management as Non-Executive Non-Independent Director, liable For For
2019. He has attended all board meetings held during FY21. He retires by rotation;
Q2
Authorize the board to fix remuneration of statutory required to authorize the board to fix the remuneration of statutory auditors at
24-Sep-2021 REC LTD. AGM Management auditors appointed by the Comptroller and Auditor For For appropriate level. The statutory auditors were paid Rs. 6. 6 mn in FY21 which is
General of India for FY22 commensurate with the size and complexity of the company: we expect audit fees in
FY22 to be in same range. The company has neither disclosed the names of the
auditor proposed to be appointed nor a range in which the audit fee shall be paid.
Q2
The issuance of securities will be within the proposed borrowing limit. The capital
adequacy ratio as on 31 March 2020 is 19. 7% against a minimum requirement of
Approve issuance of debt securities up to Rs. 850 15% as required by regulatory norms. The company has outstanding rating of ICRA
bn on private placement basis AAA/Stable/ICRA A1+ which denotes highest degree of safety regarding timely
servicing of debt obligations. We expect the company to be judicious with raising
Q2 debt.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
REC Ltd. Is engaged in financing and promoting rural electrification projects in

India. The company proposes amendments in its Objects Clause in the
Memorandum of Association (MoA) to tap the emerging business opportunities as
well as align it to the Companies Act, 2013. The company currently is exploring
Approve amendments to the Objects Clause of the various options available trying to capitalize on the current market conditions to
Memorandum of Association (MoA) improve overall performance. The proposed amendments will enable the company
to expand its footprints into various avenues related to the power sector where
financing is required including avenues such as renewable energy power
generation, new technologies like EV’s and their charging infrastructure, smart city
Q2 projects etc.
SBI LIFE INSURANCE Adoption of financial statements for the year ended of the COVID-19 pandemic on the financial statements. Except for the COVID
COMPANY LTD 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
SBI LIFE INSURANCE Confirm interim dividend of Rs. 2.5 per equity share Total dividend payout will aggregate to ~Rs. 2. 5 bn. Payout ratio is 17. 2% of the
COMPANY LTD as final dividend (face value Rs. 10.0) for FY21 standalone PAT.
Q2
The Comptroller & Auditor General of India (C&AG) has yet to appoint statutory
auditors for SBI Life for FY22. The proposed remuneration payable to the statutory
is affixed at Rs. 5. 8 mn for annual audit (Rs. 2. 9 mn each), Rs. 1. 5 mn for half-
Approve remuneration aggregating to Rs. 9.3 mn
year audit (Rs. 0. 75 mn each) and Rs. 2. 0 mn for limited review (Rs. 1. 0 each for
SBI LIFE INSURANCE (plus out of pocket expenses) to statutory auditors,
24-Sep-2021 AGM Management For For June and December quarter) plus applicable taxes and reimbursement of out-of-
COMPANY LTD to be appointed by the Comptroller and Auditor
pocket expenses. The amount is reasonable and commensurate with the company’s
size and scale of operations. While the company has disclosed the proposed
remuneration, as a good practice, we expect the company to propose the names of
the statutory auditors as well.
Q2
Approve revision in remuneration of Mahesh
Mahesh Kumar Sharma was appointed as the MD & CEO for three years from 9
SBI LIFE INSURANCE Kumar Sharma (DIN: 08740737), Managing
24-Sep-2021 AGM Management For For May 2020. Based on his revised pay structure, we estimate Mahesh Kumar
COMPANY LTD Director and Chief Executive Officer, from 16 May
Sharma’s FY22 remuneration to be ~Rs. 7. 0 mn, which is lower than peers.
Q2 2021
Appoint Shobhinder Duggal (DIN: 00039580) as Shobhinder Duggal, 63, was the CFO of South Asia Region for Nestle from May
SBI LIFE INSURANCE
24-Sep-2021 AGM Management Independent Director for three years from 28 For For 2004 to February 2020 and was an Executive Director and CFO in Nestle India
COMPANY LTD
December 2020 Limited. His appointment is in line with statutory requirements.
Q2
Dr. Tejendra Mohan Bhasin, 65, is presently the Chairperson, Advisory Board for
Banking and Financial Frauds. He was the vigilance commissioner in the Central
Appoint Dr. Tejendra Mohan Bhasin (DIN: Vigilance Commission. He was also the Chairperson & MD of Indian Bank. He has
SBI LIFE INSURANCE
24-Sep-2021 AGM Management 03091429) as Independent Director for three years For For been on the board of SBI Cards and Payment Services Limited, a group company,
COMPANY LTD
from 12 April 2021 since 28 June 2019. Therefore, we consider his tenure at two years, aligned to his
overall association with the group. His appointment is in line with statutory
requirements.
Q2
Appoint Ms. Usha Sangwan (DIN: 02609263) as Ms. Usha Sangwan, 62, has over 37 years of experience and was the Managing
SBI LIFE INSURANCE
24-Sep-2021 AGM Management Independent Director for three years from 24 For For Director of Life Insurance Corporation of India. Her appointment is in line with
COMPANY LTD
Q2 August 2021 statutory requirements.
SREE JAYALAKSHMI Adoption of financial statements for the year ended
24-Sep-2021 AGM Management For For Relied upon the auditors for the financial statements.
Q2 AUTOSPIN LTD. 31 March 2021
Vijaya Prabhakar Ujjannavar, 60, is part of the promoter family. She is associated
Reappoint Vijaya Prabhakar Ujjannavar
SREE JAYALAKSHMI with many social groups and is a social worker. She attended all six board meetings
24-Sep-2021 AGM Management (DIN:01885541) as Non-Executive Non- For For
AUTOSPIN LTD. in FY21. She retires by rotation and her reappointment is in line with statutory
Independent Director liable to retire by rotation
Q2 requirements.
Reappointment of Sumanth Anantharam & Co. as
SREE JAYALAKSHMI statutory auditors from the conclusion of this AGM,
24-Sep-2021 AGM Management For For In line with requirements of appointing auditors.
AUTOSPIN LTD. until the conclusion of next AGM and fix their
Q2 remuneration
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation

24-Sep-2021 B E M L LTD. AGM Management For For Routine resolution.
Q2
The company proposes a final dividend of Rs. 1. 2 per equity share after paying Rs.
Ratify interim dividend of Rs. 4.8 per share and
4. 8 as interim dividend per share, taking total dividend to Rs. 6. 0 per share of face
24-Sep-2021 B E M L LTD. AGM Management approve final dividend of Rs. 1.2 per equity share of For For
value Rs. 10 for FY21. The total outflow on account of dividend is Rs. 250. 6 mn.
face value Rs. 10 each
The dividend payout ratio for the year is 33. 5% v/s 36. 7% in the previous year.
Q2
Ajit Kumar Srivastav is the Director (Defence Business). He attended 100% (9/9)
Reappoint Ajit Kumar Srivastav (DIN: 08741858)
24-Sep-2021 B E M L LTD. AGM Management For For of the board meetings in FY21. He retires by rotation and his reappointment is in
Sundaram & Srinivasan were appointed as the statutory auditors for FY21 by the
Comptroller & Auditor General of India (C&AG). The appointment of the Statutory
Auditors for FY22 are yet to be made by the C&AG. In terms of Section 142(1) of
the Companies Act, 2013, auditor remuneration has to be fixed by the company in
General Meeting. In line with this practice, the company seeks shareholder approval
to authorize the board to fix an appropriate remuneration for the statutory auditors.
24-Sep-2021 B E M L LTD. AGM Management auditors to be appointed by the Comptroller and For For
We observe that statutory auditor was paid audit fees of Rs. 2. 4 mn in FY21 and
Auditor General of India for FY22
Rs. 2. 5 mn in FY20 (including tax, certification fees and reimbursements) which is
reasonable and not materially significant considering the size of the company.
regarding auditor appointment and remuneration, we believe that since BEML is a
listed company, it must disclose the proposed auditor remuneration to shareholders.
Q2
Amit Banerjee is a graduate in Mechanical Engineering from IIT (BHU), Varanasi.
He joined BEML as an Asst. Engineer and has a vast experience of over 37 years in
Appoint Amit Banerjee (DIN: 08783660) as
R&D and manufacturing functions. He has worked for indigenous development of
Director (Rail and Metro Business) with effect from
Metro cars for Delhi, Jaipur, Kolkata, Bengaluru & Mumbai, Stainless Steel EMUs,
24-Sep-2021 B E M L LTD. AGM Management 9 October 2020 and as CMD from 27 August 2021, For For
Catenary Maintenance Vehicles, PMS Bridge for Indian Army etc. , Remuneration
on terms and conditions stipulated by the
in public sector enterprises is usually not high, still we expect PSU’s to disclose the
Government of India
proposed appointment terms including tenure and proposed remuneration to its
shareholders through the AGM notice.
Q2
Approve payment of Rs. 127,050 as remuneration to The total remuneration proposed to be paid to the cost auditors is reasonable
24-Sep-2021 B E M L LTD. AGM Management For For
R M Bansal and Co, cost auditors for FY22 compared to the size and scale of operations.
Q2
related issues raised by the auditors of Music Broadcast Limited and Mid-Day
24-Sep-2021 JAGRAN PRAKASHAN LTD. AGM Management For For Infomedia Limited, subsidiaries, the auditors are of the opinion that the financial
Q2
Reappoint Dhirendra Mohan Gupta (DIN-
24-Sep-2021 JAGRAN PRAKASHAN LTD. AGM Management For For Compliant with law.
Q2
Reappoint Shailendra Mohan Gupta (DIN-
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mahendra Mohan Gupta, 80, is part of the promoter family. He will be reappointed
as Chairperson and Managing Director from 1 October 2021 for upto two years and
thereafter continue as non-executive Chairperson till 30 September 2026. While he
Reappoint Mahendra Mohan Gupta (DIN- will not be liable to retire by rotation, we understand that he is being appointed for a
00020451) as the Chairperson and Managing fixed term and his reappointment will require shareholder approval. He received
Director for upto two years from 1 October 2021 remuneration of Rs. 27. 5 mn in FY21. He has voluntarily sought a reduction in his
24-Sep-2021 JAGRAN PRAKASHAN LTD. AGM Management For For
and fix his remuneration and thereafter approve remuneration, and we estimate his FY22 remuneration at Rs. 9. 1 mn (fixed). We
continue as Non-Executive Chairperson till 30 raise concerns over the excessive number of promoter family members on the
September 2026, not liable to retire by rotation board: there are five promoter executive and two promoter non-executive directors
on the board and several others in office of profit positions. However, we
understand that as CMD, he has the larger share of board responsibilities and of
business operations.
Q2
Sanjay Gupta, 58, is a part of the promoter group. The company proposes to
reappoint him as Whole-time director for a period of five years from 1 October
2021. He is the editor-in-chief of Dainik Jagran and heads the editorial team. His
proposed FY22 remuneration of Rs. 24. 5 mn (fixed) is commensurate with the size
Reappoint Sanjay Gupta (DIN- 00028734) as and complexity of the business. The approval is being sought through a special
Whole-time Director for five years from 1 October resolution since the total executive promoter remuneration is likely to exceed 5% of
2021 and fix his remuneration in excess of net profits. We raise concerns over the excessive number of promoter family
regulatory limits members on the board: there are five promoter executive and two promoter non-
executive directors on the board and several others in office of profit positions. This
practice deters from attracting the right talent to the company. Further, the overall
executive promoter remuneration is high for the size of business. However, we
understand that as editor-in-chief, his presence on the board may be required.
Q2
Dhirendra Mohan Gupta, 77, is a part of the promoter group. The company
Reappoint Dhirendra Mohan Gupta (DIN01057827) proposes to reappoint him as Whole-time director for a period of five years from 1
as Whole-time Director for five years from 1 October 2021. He is the Director-in-charge of the operations of the Company in the
October 2021 and fix his remuneration in excess of western regions of Uttar Pradesh and Uttarakhand. His proposed FY22
regulatory limits remuneration of Rs. 28. 1 mn (fixed) is commensurate with the size and complexity
Q2 of the business.
Reappoint Sunil Gupta (DIN- 00317228) as Whole-
time Director for five years from 1 October 2021
and fix his remuneration in excess of regulatory
Q2 limits
Reappoint Shailesh Gupta (DIN- 00192466) as
Whole-time Director for five years from 1 October
2021 and fix his remuneration in excess of
Q2 regulatory limits
GLENMARK Adoption of standalone financial statements for the financial statements. Based on the auditors’ report, which is unqualified, the
PHARMACEUTICALS LTD. year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
GLENMARK Adoption of consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
PHARMACEUTICALS LTD. the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
GLENMARK Declare final dividend of Rs 2.5 per share of face The total dividend payout for FY21 aggregates to Rs 705. 4 mn. The dividend
PHARMACEUTICALS LTD. value Re. 1.0 each payout ratio for FY21 was 4. 3%.
Q2
Reappoint Ms. Blanche Saldanha (DIN 00007671)
GLENMARK
24-Sep-2021 AGM Management as Non-Executive Non-Independent Director, liable For For Her reappointment is inline with statutory requirements.
Q2
GLENMARK Approve remuneration of Rs. 1.94 mn for Sevekari, The proposed remuneration payable to the cost auditor for FY22 is reasonable,
PHARMACEUTICALS LTD. Khare & Associates as cost auditor for FY22 compared to the size and scale of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
AHLUWALIA CONTRACTS Adoption of standalone and consolidated financial
24-Sep-2021 AGM Management For For financial statements are in accordance with generally accepted accounting policies
(INDIA) LTD. statements for the year ended 31 March 2021
Vikas Ahluwalia, 47, is part of the promoter family and Executive Director of the
AHLUWALIA CONTRACTS Reappoint Vikas Ahluwalia (DIN 00305175) as company. He was appointed to the board of the company on 1 April 2018. He has
(INDIA) LTD. Director, liable to retire by rotation attended all the board meetings held in FY21. His reappointment meets all statutory
Q2 requirements.
Shobhit Uppal, 54, is the Deputy Managing Director, Ahluwalia Contracts (India)
Ltd. He has twenty-nine years of experience in various activities relating to
infrastructure. He is the son-in law of Managing Director, Bikramjit Ahluwalia. In
FY21 Shobhit Uppal received a remuneration of Rs 16. 8 mn. Although his past
remuneration has not be aligned to company performance, his estimated proposed
remuneration of Rs. 23. 2 mn is in commensurate with the size and scale of his
Reappoint Shobhit Uppal (DIN: 00305264) as
AHLUWALIA CONTRACTS responsibilities and comparable to peers. We raise concerns of Shobhit Uppal’s
24-Sep-2021 AGM Management Deputy Managing Director of the company for five For For
(INDIA) LTD. membership of the Audit Committee: we expect the audit committee to comprise
years from 1 April 2021 and fix his remuneration
non-tenured Independent Directors. Separately, the board composition is not in line
with regulations with respect to adequate number of independent directors and
neither is there a woman Independent Director on the board since 29 March 2021.
Shobhit Uppal as a part of the senior leadership should expedite the process of
appointing a woman Independent Director on the board to ensure that board
composition is in compliance with regulations.
Q2
Vikas Ahluwalia, 47, is the son of Managing Director, Bikramjit Ahluwalia. He
holds a BE degree in Civil Engineering and has twenty years of experience in
various activities relating to infrastructure. In FY21 Vikas Ahluwalia received a
remuneration of Rs 6. 0 mn. His estimated proposed remuneration of Rs. 8. 4 mn is
Reappoint Vikas Ahluwalia (DIN 00305175) as
AHLUWALIA CONTRACTS in line with peers and is commensurate with the size and scale of his
24-Sep-2021 AGM Management Whole-time Director for five years from 1 April For For
(INDIA) LTD. responsibilities. Separately, the board composition is not in line with regulations
with respect to adequate number of independent directors and neither is there a
woman Independent Director on the board since 29 March 2021. Vikas Ahluwalia
as a WTD, should expedite the process of hiring a woman Independent Director on
the board to ensure that board composition is in compliance with regulations.
Q2
The total remuneration proposed to be paid to the cost auditors in the financial year
AHLUWALIA CONTRACTS Approve remuneration of Rs. 0.2 mn for N.M & Co.
24-Sep-2021 AGM Management For For ending 31 March 2022 is reasonable compared to the size and scale of the
(INDIA) LTD. as cost auditors for FY22
Q2 company’s operations.
Ms. Sheela Bhide, 73, is a Retired IAS Officer and is Former Chairperson, India
Trade Promotion Organization, Ministry of Commerce and Industry. She has a
Appoint Dr. Sheela Bhide (DIN: 01843547) as
AHLUWALIA CONTRACTS Masters in Economics, George Mason University, Virginia, USA, a Masters in
24-Sep-2021 AGM Management Independent Director for one year from 17 For For
(INDIA) LTD. Public Administration, John F. Kennedy School of Government, Harvard
September 2021
University, Massachusetts, USA, and a PhD in International Trade, Graduate
Institute for International Studies and Development, Geneva, Switzerland.
Q2
Adoption of standalone and consolidated financial exercise which often requires first-hand information and proper due diligence. We
24-Sep-2021 P T C INDIA LTD. AGM Management For For
statements for the year ended 31 March 2021 do not comment on resolutions for adoption of financial statements, given the
limited time between receipt of the annual report and the shareholder meeting.
Q2
The company has proposed final dividend of Rs. 5. 5 per share in FY21 in addition
Declare final dividends aggregating Rs. 5.5 per to Rs 2. 0 paid as interim dividend during the year, taking total dividend to Rs 7. 5
equity share of face value Rs. 10.0 each for FY21 per share, as compared to Rs 5. 5 per share paid in FY20. The total dividend
outflow for FY21 is Rs. 2. 2 bn and the dividend payout ratio is 54. 1%.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Mritunjay Kumar Narayan, 51, is Joint Secretary, Ministry of Power, Government

of India and its nominee on the board of PTC India Limited. He was appointed to
the board of PTC India from 1 October 2019 in the AGM of 2020. He has attended
Reappoint Mritunjay Kumar Narayan (DIN:
24-Sep-2021 P T C INDIA LTD. AGM Management For For 50% or 3 of the 6 board meetings held during FY21 and 67% or 6 of 9 meetings
held since his appointment. We expect directors to take their responsibilities
seriously and attend all board meetings and have a threshold of attendance of atleast
75% over a period of three years.
Q2
KG Somani & Co. Were appointed as statutory auditors in the AGM of 2011 for
Appoint T.R. Chadha & Co. LLP, Chartered FY12. They have completed their two terms as auditors. PTC India proposes to
24-Sep-2021 P T C INDIA LTD. AGM Management Accountants as Statutory Auditors for five years and For For appoint T R Chadha & Co. As statutory auditors for five years till the AGM of
fix their remuneration 2026. The proposed audit fee of Rs 1. 2 mn for FY22 is in line with the size and
Q2 scale of company operations.
Vinod Kumar Singh, 58, is Director (Personnel) at Power Grid Corporation of India
Appoint Vinod Kumar Singh (DIN: 08679313) as
Limited. He has been with PowerGrid in various positions since 1992. He has
nominee of Powergrid Corporation of India
24-Sep-2021 P T C INDIA LTD. AGM Management For For attended all 4 board meetings held since his appointment. His appointment as non-
Limited, as Non-Executive Nominee Director, liable
executive nominee director, liable to retire by rotation meets all statutory
to retire by rotation from 9 November 2020
Q2 requirements.
Appoint Ms. Renu Narang (DIN: 08070565) as Ms. Renu Narang, 55, is Executive Director (Finance) at NTPC Ltd. And Chief
nominee of NTPC Limited, as Non-Executive Executive Officer of NTPC Electric Supply Limited (a 100% of subsidiary of
Nominee Director, liable to retire by rotation from NTPC). Her appointment as non-executive nominee director, liable to retire by
Q2 17 June 2021 rotation meets all statutory requirements.
Appoint Vinod Kumar Maini (DIN: 08324168) as Vinod Kumar Maini, 59, is HoD (Executive Director) of Strategy, Business
nominee of NHPC Limited, as Non-Executive Development & Consultancy Division at NHPC. He also holds additional charge as
Nominee Director, liable to retire by rotation from HoD of the Renewable Energy Division. His appointment as non-executive
26 July 2021 nominee director, liable to retire by rotation meets all statutory requirements.
Q2
Ms. Sushama Nath, 70, IAS (Retd. ) (IAS: 1974; MP), was Secretary, Ministry of
Reappoint Ms. Sushama Nath (DIN: 05152061) as Finance, Government of India. She has held various senior level positions in the
24-Sep-2021 P T C INDIA LTD. AGM Management Independent Director for three years from 20 For For Government of India. She was first appointed to the board of PTC India on 20
December 2020 December 2017. She has attended all 6 board meetings held in FY21. The company
should have sought approval for her reappointment prior to the expiry of her tenure.
Q2
Devendra Swaroop Saksena, 65, IRS (Retd. ) 1979, is former Principal Chief
Reappoint Devendra Swaroop Saksena (DIN: Commissioner of Income Tax, Mumbai. He was first appointed to the board of PTC
24-Sep-2021 P T C INDIA LTD. AGM Management 08185307) as Independent Director for three years For For India on 30 July 2018. He has attended all 6 board meetings held in FY21. The
from 30 July 2021 company should have sought approval for his reappointment prior to the expiry of
Q2 his tenure.
Adoption of standalone financial statements for the of the COVID-19 pandemic on the financial statements. Except for the COVID
24-Sep-2021 PHOENIX MILLS LTD. AGM Management For For
year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
Adoption of consolidated financial statements for of the COVID-19 pandemic on the financial statements. Except for the COVID
the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
Declare final dividend of Re.1.0 per share (FV: Rs. The total dividend outflow for FY21 is Rs. 171. 9 mn. The total dividend payout
Q2 2.0 per share) ratio is 5. 9%.
Rajendra Kalkar, 53, is Whole-Time Director and is responsible for driving the
various functions of leasing, marketing, finance, operations and achieving the P&L
Reappoint Rajendra Kalkar (DIN: 03269314) as of the company’s mall i. E. High Street Phoenix and Phoenix Marketcity
Director Complexes in Mumbai, Pune and Bengaluru. He attended all board meetings held
in FY21. He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Shishir Shrivastava was paid a remuneration of Rs. 42. 7 mn (excluding perquisite

value of ESOPs) in FY21. The company must explain the hike in his remuneration
Reappoint Shishir Shrivastava (DIN: 01266095) as in a year of poor performance. Notwithstanding, his estimated FY22 remuneration
Managing Director for a period of five years from in the range of Rs. 51. 7-81. 7 mn is commensurate with the size and scale of
30 July 2021 and fix his remuneration as minimum business and in line with that paid to peers. The company has provided a cap on the
remuneration for three years variable components of his salary – both short-and long-term incentives. However,
the company must consider disclosing granular details on the performance metrics
that determine his variable pay.
Q2
Rajesh Kulkarni, 53, is the Group Director – Projects and is responsible for driving
Appoint Rajesh Kulkarni (DIN: 03134336) as a all the projects of the Phoenix Group. He has over 28 years of experience in driving
Director, liable to retire by rotation development, planning and implementation of projects from an architectural
perspective. His appointment is in line with all statutory requirements.
Q2
Rajesh Kulkarni was paid a remuneration of Rs. 15. 3 mn in FY21. His estimated
remuneration of Rs. 38. 3 mn (including stock options) for FY22 is in line with the
Appoint Rajesh Kulkarni (DIN: 03134336) as a
peers and is commensurate with the size and scale of business. The company has
Wholetime Director for a period of five years from
24-Sep-2021 PHOENIX MILLS LTD. AGM Management For For provided a cap on the variable compensation payable to him, however, he is also
27 May 2021 and fix his remuneration as minimum
entitled to receive ESOPs, the details of which have not been provided the
remuneration for three years
company. Further, the company must consider disclosing granular details on the
performance metrics that determine his variable pay.
Q2
MUTHOOT CAPITAL Adoption of financial statements for the year ended related issues raised, the auditors are of the opinion that the financial statements are
SERVICES LTD. 31 March 2021 prepared in accordance with the generally accepted accounting principles and
Q2
Thomas John Muthoot, 59, is part of the promoter family. He is Chairperson of the
company. He was first appointed to the board on 18 February 1994. He holds 19.
MUTHOOT CAPITAL Reappoint Thomas John Muthoot (DIN: 00011618)
25-Sep-2021 AGM Management For For 17% stake in the company as on 30 June 2021. He has attended all the meetings
SERVICES LTD. as Non-Executive Non-Independent Director
held during FY21. He retires by rotation and his reappointment is in line with all
Reappointment. Thomas George Muthoot, 59, is part of the promoter family and
Reappoint Thomas George Muthoot (DIN:
MUTHOOT CAPITAL holds 19. 1% stake in the company. Thomas George Muthoot was paid a
25-Sep-2021 AGM Management 00011552) as Managing Director for five years from For For
SERVICES LTD. remuneration of Rs 34. 1 mn in FY21, 23% lower than Rs 44. 1 mn paid in FY20.
12 July 2021 and to fix his remuneration
The company proposes a remuneration of Rs 44. 0 mn for FY22.
Q2
of COVID-19 pandemic, certain tax related contingent liabilities and write off of
subsidies claimed by the company on the financial statements. The auditors also
highlight the company’s additional acquisition in Numaligarh refinery Ltd and its
25-Sep-2021 OIL INDIA LTD. AGM Management For For consolidation in the financial statements. Further, the company has several
subsidiaries whose auditors have highlighted some specific matters related to each
individual subsidiary. Except for the above issues, the auditors are of the opinion
accounting principles.
Q2
The total dividend payout including interim dividend is 5. 4 bn. The dividend
25-Sep-2021 OIL INDIA LTD. AGM Management declare a final dividend of Rs.1.5 per share of face For For
payout ratio for FY21 was 31. 1% vs 51. 6% in the previous year.
Q2 value Rs 10.0 each for FY21
Harish Madhav, 57, has over 31 years of experience in the oil and gas industry. He
has been on the board since August 2019. He is currently designated as Director
(Finance). He has also been the Chief Financial Officer of the company and has
Reappoint Harish Madhav (DIN: 08489650) as
25-Sep-2021 OIL INDIA LTD. AGM Management For For handled treasury management, corporate strategy, audit, risk management and other
finance related functions. He has attended 100% (nine out of nine) board meetings
in FY21. He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The Comptroller & Auditor General of India (C&AG) had appointed SRB &
Associates and PA & Associates as joint statutory auditors for FY21. As per Section
142 of the Companies Act, 2013, shareholder approval is required to authorize the
board to fix the remuneration of statutory auditors at appropriate level. The statutory
auditors for FY22 are yet to be appointed by the C&AG. The company has not
disclosed the audit fees payable in FY22 which is a mandatory requirement under
25-Sep-2021 OIL INDIA LTD. AGM Management auditors to be appointed by the Comptroller and For For
Regulation 36 (5) of SEBI’s LODR. The total audit fee of Rs. 9. 9 mn paid in FY21
is commensurate with the size and complexity of the company; we expect audit fees
in FY22 to be in same range. While we understand that the company may be
awaiting communication from C&AG regarding auditor remuneration, we believe
that since Oil India is a listed company, it must disclose the proposed auditor
remuneration to shareholders.
Q2
Ratify remuneration of Rs.300,000 payable to The total remuneration proposed to be paid to the cost auditor is reasonable
25-Sep-2021 OIL INDIA LTD. AGM Management For For
Q2 Shome & Banerjee as cost auditors for FY22 compared to the size and scale of the company’s operations.
RAMKRISHNA FORGINGS Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
Mahabir Prasad Jalan, 72, is the Executive Chairperson and promoter of the
RAMKRISHNA FORGINGS Reappoint Mahabir Prasad Jalan (DIN: 00354690) company. He has been on the board of the company since 12 November 1981. He
LTD. as Director, liable to retire by rotation has attended all board meetings held in FY21. He retires by rotation; his
Chaitanya Jalan, 23, is a whole-time director and part of the promoter family. He
has been on the board of the company since 9 November 2019. At 23, we believe
RAMKRISHNA FORGINGS Reappoint Chaitanya Jalan (DIN: 07540301) as Chaitanya Jalan does not have enough experience to be on the board of a listed
25-Sep-2021 AGM Management For Against
LTD. Director, liable to retire by rotation company. We believe board positions are not legacies and should not be used as
training grounds; the company could have brought on to the board seasoned
professionals from within the company or from outside.
Q2
RAMKRISHNA FORGINGS Approve remuneration of Rs. 400,000 to Bijay The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 LTD. Kumar & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Approve increase in authorized share capital of the The company proposes to increase authorized share capital to Rs. 382. 5 mn from
RAMKRISHNA FORGINGS
25-Sep-2021 AGM Management company and consequent amendment in the capital For For Rs. 332. 5 mn. The increase would create adequate headroom for subsequent
LTD.
clause of the Memorandum of Association (MoA) issuances of equity shares.
Q2
At current market prices, the company will have to issue ~ 5. 0 mn shares to raise
the entire amount of Rs. 10. 0 bn. There will be an approximate dilution of ~13. 5%
RAMKRISHNA FORGINGS Approve issuance of equity shares or equity-linked on the expanded capital base. The company has sought an enabling resolution for
LTD. instruments aggregating up to Rs. 5.0 bn the purpose of capital expenditure for ongoing and future expansion projects (the
management has given a guidance of capex being around Rs. 1. 0 bn in FY22),
acquisition working capital, repayment of loans and for general corporate purposes.
Q2
We estimate Mahabir Prasad Jalan’s FY22 remuneration to be Rs. 32. 3 mn. His
pay is comparable to peers and commensurate to the size of the business. However,
Reappoint Mahabir Prasad Jalan (DIN: 00354690)
his remuneration structure remains open-ended: the commission that can be paid to
RAMKRISHNA FORGINGS as Executive Chairperson for five years from 5
25-Sep-2021 AGM Management For For him is at the discretion of the NRC; companies should cap the commission payable
LTD. November 2021 and fix his remuneration as
in absolute amounts. We recognize that Mahabir Prasad Jalan’s remuneration has
been within a reasonable range over the past few years, even during the company’s
peak performance. We expect the company to be judicious with payouts.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We estimate Naresh Jalan’s FY22 remuneration to be Rs. 27. 0 mn. His pay is
comparable to peers and commensurate to the size of the business. However, his
remuneration structure remains open-ended: the commission that can be paid to him
Reappoint Naresh Jalan (DIN: 00375462) as is at the discretion of the NRC, companies should cap the commission payable in
RAMKRISHNA FORGINGS Managing Director for five years from 5 November absolute amounts. We recognize that Naresh Jalan’s remuneration has been within
LTD. 2021 and fix his remuneration as minimum a reasonable range over the past few years, even during the company’s peak
remuneration performance. We expect the company to be judicious with payouts. Naresh Jalan
has attended 57% (4 out of 7) board meetings held in FY21. He has attended 81%
(13 out of 16) board meetings held in the past three years. We expect directors to
take their responsibilities seriously and attend all board meetings.
Q2
of Covid-19 pandemic on the business and financial activities. Further the auditors
of Bharat PetroResources Limited (BRPL) have highlighted that out of the eight
blocks operated by the company, audited statements have been received for only
one block. In case of two foreign blocks, the operator is not required to submit
annual audited statements; hence, unaudited statements have been considered.
BHARAT PETROLEUM Adoption of standalone and consolidated financial
27-Sep-2021 AGM Management For For Further, some of the operators use accounting policies other than those adopted by
BRPL. BRPL has made appropriate adjustments while incorporating relevant data.
Except for the above issues, the auditors are of the opinion that the financial
principles. We raise concerns that the audit committee of the company is not
compliant with regulations. However, the financial statements are reviewed by the
Q2
Confirm first interim dividend of Rs.16.0 per equity
share, second interim dividend of Rs. 5.0, and
BHARAT PETROLEUM The total outflow on account of dividend is Rs. 171. 4 bn. The dividend payout ratio
27-Sep-2021 AGM Management declare final dividend of 58.0 per equity share For For
CORPN. LTD. is 90. 0% on a standalone basis.
which includes a special dividend of Rs. 35.0 per
Q2 share of face value Rs.10 each
Arun Kumar Singh, 59, was appointed Chairperson and Managing Director in
BHARAT PETROLEUM Reappoint Arun Kumar Singh (DIN: 06646894) as September 2021. He has been an Executive Director of BPCL since October 2018.
CORPN. LTD. Director, liable to retire by rotation He has attended all the board meetings held in FY21. He retires by rotation and his
Q2
appropriate level. The total audit fee paid in FY21 of Rs. 5. 8 mn is commensurate
Authorize the board to fix remuneration of joint
BHARAT PETROLEUM with the size and complexity of the company; we expect audit fees in FY22 to be in
27-Sep-2021 AGM Management statutory auditors to be appointed by the For For
CORPN. LTD. same range. The company has not disclosed the audit fees payable in FY22 which is
Comptroller and Auditor General of India for FY22
a mandatory requirement under Regulation 36 (5) of SEBI’s LODR. While we
understand that the company is awaiting communication from C&AG regarding
auditor appointment and remuneration, we believe that since BPCL is a listed
company, it must disclose the proposed auditor remuneration to shareholders.
Q2
Approve payment of Rs.400,000 as remuneration to
BHARAT PETROLEUM The total remuneration proposed to be paid to the cost auditors is reasonable
27-Sep-2021 AGM Management cost auditors, R Nanabhoy & Co and G R Kulkarni For For
CORPN. LTD. compared to the size and scale of operations.
Q2 & Associates, for FY22
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
During his tenure of twenty-three years, Vetsa Ramakrishna Gupta, 50, held various
senior positions in BPCL and was instrumental in strengthening corporate
governance and bringing about numerous process improvements. He has experience
of working in various facets of finance like business finance, corporate finance,
BHARAT PETROLEUM Appoint Vetsa Ramakrishna Gupta (DIN 08188547)
27-Sep-2021 AGM Management For For treasury management, risk management, taxation, financial planning and budgeting
CORPN. LTD. as Director (Finance) from 7 September 2021
etc. As a good practice, we expect PSEs to disclose the terms of appointment
including tenure and proposed remuneration to its shareholders through the AGM
notice. His appointment is in line with the statutory requirements. His appointment
Q2
27-Sep-2021 TV18 BROADCAST LTD. AGM Management For For
Adoption of Consolidated financial statements for financial statements. Based on the auditors’ report, which is unqualified, the
P. M. S Prasad 69, is the Executive Director on the board of Reliance Industries
Reappoint P.M.S. Prasad (DIN: 00012144) as a
Limited, the promoter group. He has attended 100% five out of five board meetings
27-Sep-2021 TV18 BROADCAST LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
in FY21. He retires by rotation and his reappointment meets all statutory
retire by rotation
Q2 requirements.
Rahul Joshi, 51, is Managing Director of TV18 Broadcast Limited and the
Managing Director of Network 18 Media and Investments Limited, the holding
company. Rahul Joshi is associated with the Network 18 Group since 2015. He has
also worked as the Editorial Director of Economics Times and was instrumental in
Reappoint Rahul Joshi (DIN: 07389787) as
the launch of ET Now. His estimated FY22 aggregate remuneration is Rs. 83. 5 mn,
Managing Director for three years from 15 October
27-Sep-2021 TV18 BROADCAST LTD. AGM Management For For higher than peers. Even so, we recognize that the company has turned profitable
under his leadership. We note that his variable pay is all equity-linked; when the
remuneration
company has a stock option scheme, Rahul Joshi will be eligible to receive grants in
addition to this remuneration. We recognize that the company will need to seek
separate shareholder approval for the stock option scheme. His remuneration is
structured to allow the flexibility to be paid from the holding company as well.
Q2
Ratify remuneration of Rs. 275,000 for Pramod The total remuneration proposed to be paid to the cost auditors in FY22 is
Chauhan & Associates as cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
Q2
We have relied upon the auditors’ report, which has qualified opinion on standalone
financial statements as the management has not carried out comprehensive
impairment testing for non-current investments amounting to Rs. 51. 5 bn and non-
current loans amounting to Rs. 7. 4 bn in Dish Infra Services Private Limited
(DISPL), a wholly owned subsidiary. The auditor’s report has a qualified opinion
27-Sep-2021 DISH T V INDIA LTD. AGM Management For Against for consolidated financial statements as the management of DISPL has not carried
out a detailed impairment testing in relation to intangible assets under development
amounting to Rs. 5. 5 bn and capital advances amounting to Rs. 6. 9 bn. The auditor
has qualified the report on internal financial controls of standalone and consolidated
financial statements citing material weakness of internal financial controls over
financial reporting.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ashok Mathai Kurien, 71, has been associated with the company since its inception.
He attended 100% board meetings held in FY21 (6/6) and 68% board meetings held
in last three years (13/19). Ashok Mathai Kurien has been a member of the audit
committee since May 2018. The statutory auditors have qualified their opinion on
internal financial controls of the company citing material weaknesses in the
company’s internal financial controls for estimating fair value of investments in
subsidiary. Further, the statutory auditors have qualified their opinion on standalone
Reappoint Ashok Mathai Kurien (DIN: 00034035)
financial statements stating that the management has not carried out comprehensive
27-Sep-2021 DISH T V INDIA LTD. AGM Management as Non-Executive Non-Independent Director, liable For Against
impairment testing in relation to non-current investments and loans in a wholly-
owned subsidiary amounting to Rs. 51. 5 bn and Rs. 7. 4 bn respectively, which
aggregates to 1. 8x times the standalone networth of the company (31 March 2021).
We believe, Ashok Mathai Kurien, being a part of the audit committee, is
accountable for the inadequacies in the internal financial controls. Further, we also
note that Yes Bank Limited, holding 24. 2% stake in the company (through Catalyst
Trusteeship Limited) does not support his continuation on the board and has sought
removal of all the directors of the company.
Q2
27-Sep-2021 DISH T V INDIA LTD. AGM Management For For
Chandra Wadhwa & Co. as cost auditors for FY22 company’s operations.
Q2
HEIDELBERG CEMENT Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
HEIDELBERG CEMENT Declare final dividend of Rs. 8.0 per equity share
27-Sep-2021 AGM Management For For The total dividend outflow will be Rs, 1. 8 bn and dividend payout ratio is 58%.
Q2 INDIA LTD. (face value Re. 10.0) for FY21
Sushil Kumar Tiwari, 66, is Whole-Time Director of Heidelbergcement Indian

HEIDELBERG CEMENT Reappoint Sushil Kumar Tiwari (DIN:03265246), Limited. He has been associated with the company since April 2007 and has been
INDIA LTD. as Director, liable to retire by rotation on the board since April 2011. He retires by rotation and has attended all board
meetings in FY21. His reappointment is in line with statutory requirements.
Q2
Sushil Kumar Tiwari was reappointed as Whole - Time Director in the 2019 AGM
Reappoint Sushil Kumar Tiwari (DIN:03265246) as for a period of two years from 10 June 2019. For FY21 his remuneration was Rs.
HEIDELBERG CEMENT Whole-Time Director from 10 June 2021 till 9 June 23. 3 mn. As per proposed remuneration terms, his remuneration is estimated at Rs.
INDIA LTD. 2022 and fix his remuneration as minimum 28. 9 mn, 23% being variable. The proposed remuneration is in line with peers and
remuneration commensurate with the size and scale of business. However, the company must
disclose performance metrics that determine variable pay, going forward.
Q2
Jyoti Narang, 63, is a Partner at Wayfare Ventures, a venture capital for the travel
industry. She has 35 years of work experience, including 16 years of senior
Appoint Jyoti Narang (DIN: 00351187) as
HEIDELBERG CEMENT leadership positions in the hospitality industry. In the past she served as Chief
INDIA LTD. Operating Officer of Taj Hotels, Resorts & Palaces, India and also was the Global
18 August 2021
Head of Marketing for the Taj Group. Her appointment is in line with statutory
Q2 requirements.
HEIDELBERG CEMENT Approve remuneration of Rs. 250,000 payable to R The remuneration to be paid to the cost auditors is reasonable compared to the size
Q2 INDIA LTD. J Goel & Co as cost auditors for FY22 and scale of the company’s operations.
PRESTIGE ESTATES Adoption of standalone financial statements for the statements. Except for the issues raised, the auditors are of the opinion that the
PROJECTS LTD. year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
PRESTIGE ESTATES Adoption of consolidated financial statements for statements. Except for the issues raised, the auditors are of the opinion that the
PROJECTS LTD. the year ended 31 March 2021 financial statements are prepared in accordance with the generally accepted
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Irfan Razack, 64, represents the promoter family and is Chairperson and Managing
Director of the company. He has served on the board since June 1997. He has
PRESTIGE ESTATES Reappoint Irfan Razack, Director, (DIN: 00209022) attended all board meetings in FY21. His reappointment meets all statutory
PROJECTS LTD. as Director liable to retire by rotation requirements. The company must provide clarity on how it proposes to comply with
regulations from 1 April 2022, which requires the Chairperson to hold a non-
executive directorship and not be related to the Managing Director.
Q2
PRESTIGE ESTATES Approve remuneration of Rs. 0.2 mn for P Dwibedy The total remuneration proposed is reasonable compared to the size and scale of the
Q2 PROJECTS LTD. & Co. as cost auditors for FY22 company’s operations.
The company proposes a final dividend of Rs 1. 5 per share for FY21, unchanged
PRESTIGE ESTATES Declare a final dividend of Rs 1.50 per fully paid
27-Sep-2021 AGM Management For For from that paid in FY20. The total dividend payment is Rs 0. 6 bn and the payout
PROJECTS LTD. equity share for the FY21
Q2 ratio 28. 2%.
Prestige Estates Projects Ltd. Seeks to issue Non-Convertible Debentures (NCDs)
on private placement basis. The debentures will be issued in one or more tranches
PRESTIGE ESTATES Issuance of Non-Convertible Debentures (NCDs) during year. Prestige Estates Projects Ltd. Has a borrowing limit of Rs. 65. 0 bn and
PROJECTS LTD. on a private placement basis upto Rs. 10.0 bn its aggregate standalone debt as on 31 March 2020 was Rs. 19. 7 bn. Therefore,
while not specifically mentioned, we believe the proposed issuance will be within
Q2 the overall borrowing limit.
SOMANY HOME Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
INNOVATION LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
SOMANY HOME Declare final dividend of Rs. 2.4 per equity share The total dividend outflow for FY21 is Rs. 21. 7mn and dividend payout ratio is 11.
Q2 INNOVATION LTD. (face value Re. 2.0) for FY21 6%.
Sandip Somany, 57, is part of the promoter family and is Chairperson of SHIL. He
Reappoint Sandip Somany (DIN 00053597), as Non- is MD and Vice Chairperson at HSIL (a group company from which SHIL was
SOMANY HOME
27-Sep-2021 AGM Management Executive Non- Independent Director, liable to For For carved out). He has been on the board of HSIL since 1995 and SHIL since 2017.
INNOVATION LTD.
retire by rotation He attended all board meetings of SHIL in FY21. He retires by rotation and his
Q2
The company has not capped the remuneration to non-executive directors in
Approve payment of commission to Non-Executive absolute terms. Notwithstanding, commission paid in FY21 was reasonable at Rs.
SOMANY HOME Director at 1% of net profits and as per statutory 0. 5 mn, 0. 1 % of standalone PBT. We understand that the company is seeking
INNOVATION LTD. limits in the event of inadequate or no profits for a approval to pay remuneration in case of inadequate profits: the company must seek
period of five years from FY22 shareholder approval for not more than three years to approve minimum
remuneration, providing the details required under regulations.
Q2
We have relied upon the auditors’ report, which has drawn attention to the impact
of management's status assessment of short closed projects and the impact of Covid-
19 pandemic. Except for these issues, the auditors are of the opinion that the
Adoption of financial statements for the year ended financial statements are prepared in accordance with the generally accepted
27-Sep-2021 BHARAT DYNAMICS LTD. AGM Management For For
31 March 2021 accounting principles. We raise concerns that the board and audit committee of the
company do not comprise of any independent director and is not in line with
regulations. However, we note that the financial statements have been reviewed by
the Comptroller & Auditor General of India.
Q2
The total dividend outflow for FY21 is Rs. 1. 3 bn (FY20: Rs. 1. 6 bn). The
27-Sep-2021 BHARAT DYNAMICS LTD. AGM Management share and declare final dividend of Rs. 0.65 per For For
dividend payout ratio is 52. 3% (FY20: 30. 2%).
Q2 equity share (face value Rs. 10.0)
Potluri Radhakrishna, 58, is Director (Production). He attended 100% (5/5) of the
Reappoint Potluri Radhakrishna (DIN: 08437975)
27-Sep-2021 BHARAT DYNAMICS LTD. AGM Management For For board meetings in FY21. He retires by rotation and her reappointment is in line with
Nuka Srinivasulu, 58, is Director (Finance) and CFO. He attended 100% (4/4) of
Reappoint Nuka Srinivasulu (DIN: 08744682) as
27-Sep-2021 BHARAT DYNAMICS LTD. AGM Management For For the board meetings in FY21. He retires by rotation and her reappointment is in line
Ratify remuneration of Rs.150,000 for Narasimha The remuneration to be paid to the cost auditor is reasonable compared to the size
27-Sep-2021 BHARAT DYNAMICS LTD. AGM Management For For
Murthy & Co as cost auditors for FY22 and scale of the company’s operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management For For
Vinod Kumar Agarwal, 62, is a part of the promoter group and the Executive
Chairperson. He has been on the board since incorporation, has over two decades of
experience in the road construction industry and is responsible for strategy and
policy formulation. He has attended 100% (9 out of 9) board meetings in FY21. He
Reappoint Vinod Kumar Agarwal (DIN: 00182893)
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management For For retires by rotation and his reappointment meets all statutory requirements. We raise
concerns over his remuneration: he received Rs. 150. 0 mn as remuneration in
FY21, which is high in absolute amounts. While details of FY20 remuneration are
not available, the annual report pegs FY21 remuneration at 50% lower than in
FY20, therefore, previous remuneration was likely even higher.
Q2
Ajendra Kumar Agarwal, 57, is a part of the promoter group and the Managing
Director. He is a civil engineer with over 25 years of experience in the road
construction industry. He oversees the operational and technical aspects of the
business. He has attended 100% (9 out of 9) board meetings in FY21. He retires by
Reappoint Ajendra Kumar Agarwal (DIN:
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management For For rotation and his reappointment meets all statutory requirements. We raise concerns
over his remuneration: he received Rs. 150. 0 mn as remuneration in FY21, which
is high in absolute amounts. While details of FY20 remuneration are not available,
the annual report pegs FY21 remuneration at 50% lower than in FY20, therefore,
previous remuneration was likely even higher.
Q2
Prior to listing in July 2021, BSR & Associates LLP were the statutory auditors of
the company. The auditors were reappointed for a two year term in 2019 AGM. The
company proposes to appoint SRBC & Co. LLP as the statutory auditors for a five
Appoint S R B C & Co. LLP as statutory auditors year term starting from FY22. The audit fees proposed to be paid to the incoming
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management for five years from FY22 and fix their remuneration For For statutory auditors for FY22 are Rs. 4. 8 mn excluding out of pocket expenses and
at Rs. 4.8 mn for FY22 taxes. The fees paid to BSR & Associates LLP for FY21 were Rs. 4. 3 mn
including statutory audit fee of Rs. 4. 2 mn and Rs. 0. 1 mn for other services. The
Q2
In the 2020 AGM the board had approved the appointment of Bikram Jain &
Associates as cost auditors for FY21. However, the position of cost auditor was
vacated due to the demise of Bikram Jain, proprietor of Bikram Jain & Associates.
Ratify remuneration of Rs.35,000 for Rajendra
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management For For The company seeks approval to ratify the above remuneration of Rs 35,000 payable
Singh Bhati & Co as cost auditors for FY21
to Rajendra Singh Bhati & Co. As cost accountants for FY21. The total
remuneration proposed is reasonable compared to the size and scale of the
Q2 company’s operations.
Ratify remuneration of Rs.35,000 for Rajendra The total remuneration proposed is reasonable compared to the size and scale of the
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management For For
Q2 Singh Bhati & Co as cost auditors for FY21. company’s operations.
Desh Raj Dogra, 66, has more than 37 years of experience in financial sector,
Appoint Desh Raj Dogra (DIN: 00226775) as an mainly in the areas of banking and credit rating. He was associated with Dena Bank
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management Independent Director for five years from 12 May For For for 15 years and retired as a Managing Director and Chief Executive Officer of
2021 Credit Analysis and Research Limited (CARE). His appointment is in line with the
Approve G R Infraprojects Employee Stock Option
27-Sep-2021 G R INFRAPROJECTS LTD. AGM Management Scheme 2021 (ESOS 2021) under which 966,890 For For For better employee engagement.
Q2 options will be issued
Auditors have identified material weakness in respect of entity level controls as well
as financial closure processes with regard to reconciliations of various suspense
accounts carrying old credit balances and supervision and monitoring of flow of
L I C HOUSING FINANCE Adoption of standalone & consolidated financial
27-Sep-2021 AGM Management For For information to/from field offices / outsourced agencies to corporate office,
necessary for financial closure and reporting leading to deficiencies in operating
effectiveness of company’s Internal financial controls. Further the auditors have
raised an emphasis on COVID-19 pandemic related issues.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The FY21 dividend is Rs. 8. 5 per share (face value Rs. 2. 0) as compared to Rs 8. 0
L I C HOUSING FINANCE To declare dividend of Rs. 8.5 per equity share (face
27-Sep-2021 AGM Management For For per share paid in FY20 and total dividend paid will be Rs 4. 3 bn. The pay-out ratio
LTD. value Rs. 2.0)
Q2 is 15. 8% v/s 16. 7% in FY20.
P. Koteswara Rao has held various roles in LIC of India over a career spanning 30
years. He was also deputed to LIC Housing Finance for one year as General
Manager in charge of Credit Appraisal and Project Finance before moving to LIC
L I C HOUSING FINANCE Reappoint Pottimutyala Koteswara Rao (DIN-
27-Sep-2021 AGM Management For For of India as Chief (Investment/Operations), Central Office, Mumbai. He has
LTD. 06389741) as director liable to retire by rotation
attended 6 of 7 board meetings in FY21. He was first appointed to the board on 11
June 2016. He retires by rotation. His reappointment meets all statutory
Q2 requirements.
RRBs), UCBs and NBFCs (including HFCs), the HFC needs to appoint a minimum
of two joint statutory auditors. Therefore, LIC HF proposes to appoint M P Chitale
Appoint M P Chitale & Co and Gokhale & Sathe as & Co and Gokhale & Sathe as joint statutory auditors for three years to the approval
L I C HOUSING FINANCE joint statutory auditors for three years at an of the RBI each year. The joint statutory auditors shall be paid overall audit fees of
LTD. aggregate remuneration of Rs 6.6 mn for FY22 split Rs 6. 6 mn plus applicable taxes / cess and out of pocket expenses on actual basis
equally across both firms for FY22 and the fees for any other certification will be Rs 30,000 (plus applicable
taxes) per certificate (i. E. Rs 15,000 per firm plus applicable taxes) for FY22.
FY21 statutory audit fees aggregated Rs. 3. 1 mn and overall audit fee was Rs 6. 7
mn. LIC HF needs to separate the two auditor appointments so that shareholders
can vote on them separately.
Q2
The issuance of debt securities on private placement basis will be within the overall
borrowing limit of Rs 4. 0 trillion of the company. LICHFL’s outstanding Non-
Convertible Debentures are rated CRISIL AAA/Stable/CRISIL A1+, which denotes
L I C HOUSING FINANCE To issue redeemable Non-Convertible Debentures highest degree of safety regarding timely servicing of financial obligations. The
LTD. on private placement basis up to Rs. 430.0 bn NHB has mandated HFCs to bring down their total borrowings to 12 times their net
owned funds (NOF) and has raised their capital adequacy requirement (CAR) to
15%. Both the revisions are to be undertaken in a phased manner by FY22. This
will ensure a control over the company’s capital structure.
Q2
LICHFL proposes to appoint Yerur Viswanatha Gowd, 58, as MD & CEO for five
years from 1 February 2021 on payment of such remuneration as decided by LIC
and the board of LICHFL. He is a nominee of LIC on the board of LICHFL.
Remuneration payable is as applicable to an officer in the cadre of ED of LIC. He
would be entitled for Productivity Linked Incentive as per criteria approved by the
Appoint Yerur Viswanatha Gowd (DIN 09048488) NRC of LICHFL. No other details of the proposed remuneration have been
L I C HOUSING FINANCE as MD & CEO for five years from 1 February 2021, provided. MD remuneration including PLI for FY20 was Rs 6. 0 mn (for Vinay Sah
LTD. not liable to retire by rotation and to fix his - Rs 3. 3 mn and Siddhartha Mohanty Rs 2. 7 mn) and Rs 5. 9 mn including PLI for
remuneration FY21 (Siddhartha Mohanty – Rs 4. 8 mn and Yerur Viswanatha Gowd - Rs 1. 0
mn). We believe that there will be no major change in terms of remuneration to
Yerur Viswanatha Gowd, given the remuneration policy followed by the LIC
Group. We recognize that Yerur Viswanatha Gowd’s directorship is not liable to
retire by rotation; however, we take comfort in that he is being appointed for a fixed
term and his reappointment will require shareholder approval.
Q2
Akshay Kumar Rout, 62, completed 38 years of public service in February 2019,
when he relinquished charge as Director General in Swachh Bharat Mission,
Ministry of Drinking Water and Sanitation, Government of India. He served for 34
Appoint Akshay Kumar Rout (DIN- 08858134) as
L I C HOUSING FINANCE years in the Civil Services (Indian Information Service). From 2009 to 2014, he was
27-Sep-2021 AGM Management Non Independent Director (Non-Executive) from 24 For For
LTD. Director General in the Election Commission of India. He is currently Visiting
September 2020
Professor at the Central University of Odisha, Senior WASH Adviser (Covid
Response), Ministry of Education with UNICEF. His appointment meets statutory
Q2 requirements.
Appoint Ms. Jagennath Jayanthi (DIN 09053493) as Ms. J Jayanthi, 61, superannuated as General Manager, The New India Assurance
L I C HOUSING FINANCE
27-Sep-2021 AGM Management Independent Director for 5 years from 5 February For For Co Ltd in November 2020 after 35 years of service. Her appointment meets all
LTD.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Appoint Raj Kumar (DIN 06627311) as non- Raj Kumar, 59, is MD – LIC of India since 1 April 2019. He is nominee of
27-Sep-2021 AGM Management executive Nominee Director, liable to retire by For For promoter, LIC of India on the board of LICHFL. His appointment meets all
LTD.
Q2 rotation from 13 August 2021 statutory requirements.
The modification proposes to remove the requirement of a valuation report (by a

registered valuer) to determine the issue price of shares in a preferential allotment.
When the company does a preferential allotment, henceforth, the shares will be
L I C HOUSING FINANCE Alter Articles of Association – Substituting Clause
27-Sep-2021 AGM Management For For priced based on the SEBI ICDR Regulations. Because the company is listed, the
LTD. 11 (a) (III) pertaining to ‘Further issue of Capital’
issue price of equity must be linked to market price. To this extent, we support the
alteration to the Articles of Association. The company has not made available the
proposed AoA with the revised clause in the public domain.
Q2
LIC HF is considering insertion of a new clause in the Object clause of the MoA
pertaining to launch of an online property portal where to start with, all approved
projects will be listed for customers to browse. The customers will be able to apply
for a home loan through this portal. The Company would also invite other
builders/developers etc. , to list their projects in this portal on a chargeable basis.
Few banks and HFCs have created a microsite where they have listed their
Alter Clause III (Objects) of the Memorandum of approved projects. Pre-approved projects from multiple banks and HFCs increases
27-Sep-2021 AGM Management Association and adopt of a new set of Memorandum For For credibility amongst homebuyers. The customer can choose a property as per his
LTD.
of Association preference and can apply for a home loan through the website. Thus, it serves twin
purposes viz. Varied project options for the customer to choose and also the loan
offer terms of the lender. LIC HF also proposes to adopt the new set of MoA as
prescribed under Table-A by way of adoption of Table A of the MoA, all the
Clauses contained in Clause III(C) (Other Objects) shall be incorporated in Clause
III (B) (Objects incidental or Ancillary to the attainment of the Main Objects) and
the existing Clause III (C) (Other Objects), will be deleted.
Q2
Adoption of standalone and consolidated financial financial statements are in accordance with generally accepted accounting policies
28-Sep-2021 BHARAT ELECTRONICS LTD. AGM Management For For
statements for the year ended 31 March 2021 and Indian Accounting Standards (IND-AS). We raise concerns that the audit
Q2
Confirm interim dividend aggregating to Rs. 2.8 per The company has paid two interim dividends of Rs. 1. 4 per equity share each and
equity share and declare final dividend of Rs. 1.2 proposes a final dividend of Rs. 1. 2 per share, dividend per share aggregates to Rs.
per equity share of face value of Re. 1.0 each for 4. 0 per equity share for FY21. Total Dividend outflow will aggregate to Rs. 9. 7
Q2 FY21 bn. Payout ratio is 47. 2% of standalone PAT.
Vinay Kumar Katyal, 58, is Director – Bangalore Complex and has been assigned
additional charge of the post of Director – HR of the company. He has been on the
Reappoint Vinay Kumar Katyal (DIN: 08281078) as
28-Sep-2021 BHARAT ELECTRONICS LTD. AGM Management For For board of the company since 27 November 2018. He has attended all board meetings
held in FY21. He retires by rotation; his reappointment is in line with statutory
Q2 requirements.
Appoint Anuraj Bajpai (DIN: 08948155) as Non-
28-Sep-2021 BHARAT ELECTRONICS LTD. AGM Management Executive Non-Independent Director, not liable to For For Good candidature.
Approve remuneration of Rs. 350,000 to Murthy & The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 Co. LLP, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has placed emphasis of matter
regarding billing and accounting of sales on provisional basis. Further, the auditors
have drawn attention to one project where the order of National Green Tribunal
(NGT) on the matter of environmental clearance for the project has been stayed by
the Supreme Court of India; the matter is sub-judice and the units have since been
declared commercial. The auditors also drew attention in respect of one of the
projects under construction, where the National Green Tribunal (NGT) has passed
28-Sep-2021 N T P C LTD. AGM Management For For an order to keep the environment clearance granted to the project in abeyance and
directed to carry out additional studies relating to environmental impact assessment;
the company has filed an appeal before Supreme Court of India. Lastly, the auditors
drew attention to appeal filed by the company with High Court of Delhi in the
matter of arbitral award pronounced against the company and the related provision
made. We raise concerns that the audit committee composition is not compliant
with regulations but recognize that the financial statements will be reviewed by the
Q2
The total outflow on account of dividend is Rs. 59. 6 bn. The dividend payout ratio
28-Sep-2021 N T P C LTD. AGM Management share and declare final dividend of Rs. 3.15 per For For
is 43. 3% v/s 31. 8% in the previous year.
Q2 share
Anil Kumar Gautam, 59, was appointed as Director (Finance) on 18 October 2020.
He has over 36 years of professional experience in the Power Sector. He is liable to
Reappoint Anil Kumar Gautam (DIN: 08293632) as
28-Sep-2021 N T P C LTD. AGM Management For For retire by rotation. He has attended all the board meetings in FY21. Anil Kumar
Director (Finance), liable to retire by rotation
Gautam’s remuneration aggregated Rs. 7. 07 mn in FY21. His reappointment is in
line with all statutory requirements.
Q2
Dilip Kumar Patel, 57, was appointed as Director (Human Resources) on 1 April
2020. He has over 30 years of professional experience in the Human resources. He
Reappoint Dillip Kumar Patel (DIN: 08695490) as
had been Head of HR at various projects of NTPC such as NSPCL Bhilai, Sipat,
28-Sep-2021 N T P C LTD. AGM Management Director (Human Resources), liable to retire by For For
and Tanda for about 13 years. He is liable to retire by rotation. He has attended all
rotation
the board meetings in FY21. Dilip Kumar Patel’s FY21 remuneration aggregated
Rs. 7. 7 mn. His reappointment is in line with all statutory requirements.
Q2
28-Sep-2021 N T P C LTD. AGM Management auditors appointed by the Comptroller and Auditor For For appropriate level. The statutory auditors were paid Rs. 3. 0 mn in FY21 which is
Q2
Gurdeep Singh, 56, has been Chairman & Managing Director of NTPC since
February 2016. He has over 30 years of experience in power sector. He has attended
Reappoint Gurdeep Singh (DIN: 00307037) as 12 out of 14 board meetings held in FY21. In FY21, his remuneration aggregated
28-Sep-2021 N T P C LTD. AGM Management Chairperson & Managing Director from 4 February For For Rs. 13. 5 mn. There are no disclosures regarding his remuneration, however, we
2021 to 31 July 2025 expect his remuneration to be in the same range as FY21 levels. As a good practice,
we expect PSEs to disclose the proposed appointment terms including proposed
remuneration to its shareholders through the AGM notice.
Q2
NTPC is in a rapid capacity addition mode with projects 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 2021, the total consolidated debt of NTPC Limited stood at Rs. 2102.
To increase the borrowing limit to Rs.2.25 trillion 1 bn. Debt to Net worth was 1. 7x and debt to EBITDA was 5. 7x. NTPC’s debt
28-Sep-2021 N T P C LTD. AGM Management For For
from Rs.2.00 trillion carries the highest ratings from all major domestic rating agencies. 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.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
To create mortgage and/or charge over movable and NTPC would need to create a charge on its assets to raise incremental debt: secured
immovable properties of the company debt usually carries a lower interest cost than unsecured debt.
Q2
Ratify remuneration of Rs. 4.25 mn payable to cost The remuneration to be paid to the cost auditor is reasonable compared to the size
Q2 auditors for FY22 and scale of the company’s operations.
The issue will be within the approved borrowing limit of the company. NTPC’s
debt programmes are rated which denote the highest level of safety with regard to
Private placement of non-convertible
28-Sep-2021 N T P C LTD. AGM Management For For timely servicing of financial obligations. In September 2021, NTPC announced its
debentures/bonds aggregating to Rs.180 bn
decision to issue 10-year unsecured non-convertible debentures aggregating Rs. 30
Q2 bn at a 6. 69% coupon.
We have relied upon the auditors’ report, which has not highlighted any red flags
STEEL AUTHORITY OF INDIA Adoption of standalone and consolidated financial
28-Sep-2021 AGM Management For For except for qualification related to non provisioning for disputed matters (levy of
Q2 entry tax, advance paid to DVC).
Amit Sen, 59, is Director Finance and has been on the board since November 2019.
STEEL AUTHORITY OF INDIA Reappoint Amit Sen (DIN:08602987), as Director,
28-Sep-2021 AGM Management For For He retires by rotation and has attended all board meetings in FY21. His
Anirban Dasgupta, 56, is Director (In-Charge, Bhilai Steel Plant), has been on
STEEL AUTHORITY OF INDIA Reappoint Anirban Dasgupta (DIN:06832261), as board since February 2020 and was appointed on the board in the 2020 AGM. He
LTD. Director, liable to retire by rotation retires by rotation and has attended all board meetings in FY21. His reappointment
STEEL AUTHORITY OF INDIA
28-Sep-2021 AGM Management auditors appointed by theComptroller and Auditor For For appropriate level. The statutory auditors were paid Rs. 21. 1 mn in FY21 which is
LTD.
Q2
Confirm interim dividend of Re. 1.0 per share and
STEEL AUTHORITY OF INDIA The total dividend outflow for FY21, including interim dividend is Rs. 11. 6 bn and
28-Sep-2021 AGM Management declare final dividend of Rs. 1.8 per equity share For For
LTD. dividend payout ratio is 30%.
Q2 (face value Re. 10.0) for FY21
The remuneration to be paid to the cost auditors - R. M. Bansal & Co. , Kanpur (for
Bhilai Steel Plant, Durgapur Steel Plant and IISCO Steel Plant), Chandra Wadhwa
& Co. , New Delhi (for Rourkela Steel Plant and Bokaro Steel Plant) and ABK &
STEEL AUTHORITY OF INDIA Approve remuneration of Rs. 1.2 mn payable to as Associates, Mumbai (for Alloy Steels Plant, Salem Steel Plant and Visvesvaraya
LTD. cost auditors for FY22 Iron and Steel Plant) is reasonable compared to the size and scale of the company’s
operations. Chandra Wadhwa & Co. , New Delhi have also been designated as
Lead Cost Auditor for XBRL conversion and filing of Consolidated Cost Audit
Report of the Company at an additional fee of Rs. 42,000.
Q2
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For
The company has proposed a final dividend of Re. 1. 5 per equity share of Rs. 5. 0
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For per share. It has already paid an interim dividend of Rs. 1. 5 per share. The total
(face value of Rs. 5.0)
dividend outflow is Rs. 522. 7 mn. The dividend payout ratio is 10. 2%.
Q2
Parimal H Desai, 72, Executive Director, represents the promoter family on the
Reappoint Parimal H Desai (DIN: 00009272) as
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For board. He has been on the board of the company since September 1984. He brings
Director as Director liable to retire by rotation
along rich experience and insights on conducting the busniess.
Q2
Ms. Hetal Gogri Gala, 46, Executive Director presents the promoter family on the
Reappoint Hetal Gogri Gala (DIN: 00005499), as
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For board. She has been on the board of the company since November 2001. She brings
Q2 a lot of experience and new ideas to grow the company.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Rashesh C. Gogri (DIN 00066291) as

Managing Director for five years from 9 June 2022 Rashesh C. Gogri was paid a remuneration of Rs 54. 9 mn from Aarti Industries.
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For
and to authorize the Nomination and Remuneration He has been instrumental in aggressive growth of this company.
Committee to fix his remuneration
Q2
Revise fixed remuneration to be paid to executive
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For Individual remuneration levels are comparable with peers.
directors with effect from 1 April 2021
Q2
The cost auditor will conduct an audit of the organic and inorganic chemicals, bulk
28-Sep-2021 AARTI INDUSTRIES LTD. AGM Management For For drugs, and fertilizer businesses for FY21. The proposed remuneration is reasonable
Ketki Damji Visariya as cost auditor for FY21
Q2 compared to the size and scale of operations.
We have relied upon the auditors’ report, which is unqualified, the financial
DIXON TECHNOLOGIES Adoption of standalone and consolidated financial
28-Sep-2021 AGM Management For For statements are in accordance with generally accepted accounting policies and Indian
(INDIA) LIMITED statements for the year ended 31 March 2021
Q2 Accounting Standards (IND-AS).
DIXON TECHNOLOGIES Approve final dividend of Re. 1.0 per share of face
28-Sep-2021 AGM Management For For The total dividend payout for FY21 is Rs. 58. 5 mn and the payout ratio is 3. 8%.
Q2 (INDIA) LIMITED value Rs. 2.0 each for FY21
Sunil Vachani, 52, Executive Chairperson, is promoter of the company. He attended
DIXON TECHNOLOGIES Reappoint Sunil Vachani (DIN: 00025431) as
28-Sep-2021 AGM Management For For 100% (6 out of 6) board meetings in FY21. He is liable to retire by rotation and his
(INDIA) LIMITED Director, liable to retire by rotation
Dr. Rakesh Mohan, 73, is President and Distinguished Fellow of the Centre for
Appoint Dr. Rakesh Mohan (DIN: 02790744) as
DIXON TECHNOLOGIES Social and Economic Progress (formerly Brookings India). He was Deputy
28-Sep-2021 AGM Management Independent Director for five years from 2 February For For
(INDIA) LIMITED Governor of Reserve Bank of India. His appointment meets all statutory
2021 to 1 February 2026
Q2 requirements.
Reappoint Sunil Vachani (DIN: 00025431) as
DIXON TECHNOLOGIES Reappointment is inline with statutory requirements and his remuneration is
28-Sep-2021 AGM Management Whole Time Director for five years from 5 May For For
(INDIA) LIMITED commensurate with the size and complexity of the business.
Reappoint Atul Lall as Managing Director for five
DIXON TECHNOLOGIES Reappointment is inline with statutory requirements and his remuneration is
28-Sep-2021 AGM Management years from 5 May 2022 and fix his remuneration in For For
(INDIA) LIMITED commensurate with the size and complexity of the business.
Q2 excess of regulatory limits
Approve payment of remuneration to Atul Lall as
DIXON TECHNOLOGIES We recognize that this more of an accounting issue. Our recommendation on this
28-Sep-2021 AGM Management Managing Director in excess of regulatory limits For For
(INDIA) LIMITED resolution is linked to resolution #6.
Q2 from FY22 onwards
Ratify remuneration of Rs. 350,000 per annum
DIXON TECHNOLOGIES The total remuneration proposed to be paid to the cost auditor is reasonable
28-Sep-2021 AGM Management payable to Satija & Co., as cost accountants for For For
(INDIA) LIMITED compared to the size and scale of the company’s operations.
Q2 FY21 and FY22
Assuming that the funds are raised through issue of securities in the form of fresh
equity or convertible securities at the current market price , there will be a dilution
of ~2. 0% on the expanded capital base. The company has a low financial leverage;
DIXON TECHNOLOGIES its Debt/ Equity ratio on a consolidated basis on 31 March 2021 was 0. 2x times.
28-Sep-2021 AGM Management Issue of equity or debt securities upto Rs. 5.0 bn For For
(INDIA) LIMITED Dixon seeks to raise funds to provide for its capital expenditures required for the
long-term growth of its business. The company intends to make use of opportunities
that may arise due to schemes like production-linked incentive scheme. The fund
raise will support the company’s growth aspirations.
Q2
Adoption of financial statements for the year ended Accepts the Report of the Directors and the Auditors to be true and fair
28-Sep-2021 FUTURE RETAIL LTD AGM Management For For
Q2 31 March 2021 representation of the company's financial position.
Rakesh Biyani, 49, is part of the promoter family and the Managing Director of the
Reappoint Rakesh Biyani (DIN: 00005806) as
28-Sep-2021 FUTURE RETAIL LTD AGM Management For For company. He attended all ten board meetings held in FY21. He retires by rotation
Director, eligible to retire by rotation
and his reappointment is in line with all statutory requirements.
Q2
Reappoint NGS & Co. LLP as statutory auditors for Since re appointment is only for one year we voting for it; ideally same auditor has
28-Sep-2021 FUTURE RETAIL LTD AGM Management a period of one year till the FY22 AGM and fix For For to be removed post ten years; probably in a years time it will be changed. This looks
Q2 their remuneration like one year till deal happens.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Gagan Singh, 67, Chartered Accountant, is currently the Chief Evangelist –
Culture, at Anarock Property Consultants Private Limited. Prior to this, she was the
Reappoint Ms. Gagan Singh (DIN: 01097014) as CEO of Jones Lang LaSalle India. She has been an Independent Director of the
28-Sep-2021 FUTURE RETAIL LTD AGM Management Independent Director for a period of one year from For For company since April 2016. She attended all ten board meetings held in FY21.
30 April 2021 While we support her reappointment, we believe shareholder approval for her
Q2
Ravindra Dhariwal, 69, is senior advisor to TPG. Prior to this, he was CEO of
Reappoint Ravindra Dhariwal (DIN: 00003922) as Bennett & Coleman Co. He has been an Independent Director of the company since
28-Sep-2021 FUTURE RETAIL LTD AGM Management Independent Director for a period of five years from For For April 2016. He attended all ten board meetings held in FY21. While we support his
30 April 2021 reappointment, we believe shareholder approval for his reappointment should have
been sought on or before the completion of his first term as Independent Director.
Q2
Jacob Mathew, 60, is a product designer and the CEO of lndustree Foundation. He
Appoint Jacob Mathew (DIN: 00080144) as
co-founded Tesseract Design, now Idiom Design, Dovetail Furniture, Spring Health
28-Sep-2021 FUTURE RETAIL LTD AGM Management Independent Director for a period of five years from For For
Water and is also a Design Principal at Srishti where he leads the Impact Edge Lab.
27 July 2021
Q2
The transactions with Future Enterprises (up to Rs. 8. 0 bn) are primarily related to
Approve related party transactions aggregating Rs.
28-Sep-2021 FUTURE RETAIL LTD AGM Management For For the purchase of apparels and other products, and purchase of capital goods. These
8.0 bn with Future Enterprises Ltd (FEL) for FY22
transactions are in the ordinary course of business and will be at arm’s length.
Q2
Adoption of financial statements and report of board
28-Sep-2021 MAHANAGAR GAS LTD AGM Management of directors and auditors for the year ended 31 For For
and Indian Accounting Standards (IND-AS). We raise concerns that the audit
March 2021
committee of the company has only 50% Independent Directors which is not in line
Q2 with regulations.
Confirm interim dividend of Rs. 9.0 per equity share The dividend per share for FY21 aggregates to Rs. 23. 0 per share. The total
28-Sep-2021 MAHANAGAR GAS LTD AGM Management and declare a final dividend of Rs. 14.0 per equity For For dividend outflow for FY21 is Rs. 2. 3 bn and the dividend pay-out ratio is 36. 7% vs
Q2 share 46. 0 % in FY20.
Manoj Jain, 58, is the Chairperson and Managing director of promoter -GAIL
Reappoint Manoj Jain (DIN: 07556033), as
28-Sep-2021 MAHANAGAR GAS LTD AGM Management For For (India) Limited. He has been with GAIL for over 35 years. His appointment is in
Q2 line with statutory regulations.
Promoter - GAIL (India) had entered into JV Agreement dated 12 September 2018
with BG Asia Pacific Holdings Pte. Limited who ceased to be promoter and
divested its holding in MGL on 20 August 2019. Upon divestment all Articles
enumerated in the existing AoA relating to BG Asia are to be altered. Further, it is
proposed to allow the Chairman of the Meeting of the Board (including
Committees) and Chairman of the General Meetings the right of Second or Casting
Vote in the event of equality of votes in favour of or against a resolution. Hence,
MGL proposes to adopt the new set of AoA considering the alteration /
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Approve alteration in the Articles of Association For For
modifications. The proposed clauses are not prejudicial to minority shareholders,
and to this extent we support the resolution. Even so, the board must consider
modifying the existing AoA to review the rights given to promoter GAIL to appoint
directors of key positions such as MD, chairperson, nominee directors to the audit
committee and the NRC. Their rights can still be enforced as long as GAIL holds
10% equity in MGL. GAIL will also control quorum for board and NRC meetings,
which will not be complete unless one of its nominees is present. We believe this
undermines the remaining board and the powers can be used disruptively.
Q2
Ratify remuneration of Rs. 250,000 payable to The remuneration proposed of Rs 250,000 excluding out of pocket expenses to be
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Dhananjay V. Joshi & Associates, as cost auditors For For reimbursed at actuals up to Rs 25,000 plus applicable taxes to be paid to the cost
for FY22 auditor in FY21 is reasonable compared to the size and scale of operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The transactions with GAIL relate to the purchase and transportation of domestic
gas and spot/term RLNG. In FY21, MGL purchased and transported gas and spot
term RLNG aggregating Rs. 6. 7 bn from GAIL. The peak level of transactions
Approve related party transactions aggregating Rs.
28-Sep-2021 MAHANAGAR GAS LTD AGM Management For For over the past four years was Rs. 13. 5 bn (in FY20). The proposed limit is high
23.0 bn in FY23 with GAIL (India) Limited
given the size of previous transactions, but we recognize that these are in the
ordinary course of business and will be at arm’s length pricing, and that the value of
such transactions has fluctuated over the years.
Q2
Reappoint Syed S. Hussain (DIN: 00209117) as Syed S Hussain, 71, is a retired IAS officer and former Vice-Chairperson and
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Independent Director for a period of three years For For Managing Director of CIDCO. He has attended all 6 board meetings held in the
Q2 from 09 September 2022 year. His appointment is in line with statutory requirements.
Sanjay Shende, 56 has worked with GAIL since 2000 and has held several positions
all over India with the parent company. Prior to joining GAIL, he worked at
Appoint Sanjay Shende (DIN: 09172642) as Deputy Hindustan Petroleum Corporation Limited and Indian Petrochemicals Corporation
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Managing Director from 24 May 2021 for a term For For Limited. He will be paid remuneration as per the E-8 Grade of GAIL. His estimated
not exceeding 5 years and to fix his remuneration remuneration for FY22 is ~ Rs 7. 0 mn. His predecessor Deepak Sawant was paid a
remuneration of Rs 9. 8 mn in FY20. The proposed remuneration is commensurate
with the size and performance of the company.
Q2
Appoint Baldev Singh (DIN: 03577274), as Non-
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Executive - Non-Independent Director from 28 For For In line with standards.
April 2021, not liable to retire by rotation
Q2
The company seeks approval to pay commission at 1% of profits for another five
Approve payment of commission to Independent
years from FY22. Since FY18 till date MGL has paid a commission of 0. 02% to 0.
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Directors at 1% of net profits for a period of five For For
03% of PBT which is reasonable. However, as companies grow, they must cap the
years from FY22
Q2 commission to be paid.
Appoint Ms. Malvika Sinha (DIN: 08373142), as Ms. Malvika Sinha, 61, joined the RBI in 1982 and served the Reserve Bank of
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Independent Director for three years from 24 For For India (“RBI”) for 38 years, retiring as Executive Director in February 2020. Her
Q2 August 2021 appointment is in line with statutory requirements.
Rajeev Bhaskar Sahi, 61, is currently a volunteer at Ramakrishna Mission, based at

Mumbai. He was Group CEO of Kwality Group of Companies, Delhi from 2012 to
Appoint Rajeev Bhaskar Sahi (DIN: 06662067), as 2016. Prior to which he was CEO of Career Knowledge Resources Pvt. Ltd. , CEO
28-Sep-2021 MAHANAGAR GAS LTD AGM Management Independent Director for three years from 24 For For for International Business of Esselgroup Corporate Resources Private Limited,
August 2021 President, Retail Petroleum Business of Reliance Industries Limited. He held
various positions including that of General Manager at Bharat Petroleum. His
Q2
Appoint Venkatraman Srinivasan (DIN: 00246012), Venkatraman Srinivasan, 62, is a Partner in V. Sankar Aiyar & Co. He is engaged
28-Sep-2021 MAHANAGAR GAS LTD AGM Management as Independent Director for three years from 24 For For in audit and assurance practice and direct tax and corporate advisory services since
August 2021 1984. His appointment is in line with statutory requirements.
Q2
MAZAGON DOCK Adoption of standalone and consolidated financial accounting principles. Pursuant to the observations of Comptroller and Audit
SHIPBUILDERS LTD statements for the year ended 31 March 2021 General of India under Section 143 (6) (a) of the Companies Act, 2013, the
financial statements adopted by the Board of Directors on 10 June 2021 have been
revised. The revised financial statements are adopted by the Board of Directors on
10 August 2021. There is a difference of Rs 0. 3 mn in the profits for FY21.
Q2
Confirm interim dividend of Rs 5.41 per equity
MAZAGON DOCK The total dividend for FY21 is at Rs 7. 24 per equity share of face value Rs 10. 0.
28-Sep-2021 AGM Management share and declare final dividend of Rs. 1.83 per For For
SHIPBUILDERS LTD The dividend outflow for FY21 is Rs. 1. 5 bn. The dividend payout ratio is 30. 4%.
Q2 equity share (face value Rs. 10)
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Cdr. Jasbir Singh, 54, is Director (Submarines & Heavy Engineering) from 1
November 2019. He has served in the Indian Navy for over 22 years and has held
Reappoint Cdr. Jasbir Singh, IN (Retd) (DIN-
MAZAGON DOCK assignments afloat and onboard such as INS Mumbai and INS Kuthar and various
28-Sep-2021 AGM Management 08556592) as Executive Director liable to retire by For For
SHIPBUILDERS LTD appointments in warship overseeing team, Directorate of Naval Design, Directorate
rotation
of Ship Production and Naval Dockyard, Vishakhapatnam. He retires by rotation
and his reappointment is in line with the statutory requirements.
Q2
Authorise the board to fix remuneration of statutory appropriate level. No details are available for statutory auditors appointed by the
MAZAGON DOCK
28-Sep-2021 AGM Management auditors appointed by the Comptroller and Auditor For For C&AG for FY22. In FY20 and FY21, JCR & Co. , the statutory auditors were paid
SHIPBUILDERS LTD
General of India for FY22 audit fee of Rs. 1. 0 mn (includes certain IPO related certifications) and Rs 1. 2 mn
respectively, which is reasonable and not materially significant considering the size
of the company. The company has neither disclosed the names of the auditor
proposed to be appointed or a range in which the audit fee shall be.
Q2
Ratify remuneration of Rs. 225,000 (plus applicable
MAZAGON DOCK The total remuneration proposed to be paid to the cost auditors in FY22 is
28-Sep-2021 AGM Management taxes) for Dhananjay V. Joshi & Associates, as cost For For
SHIPBUILDERS LTD reasonable compared to the size and scale of the company’s operations.
Q2 auditors payable for FY22
Appoint Sanjay Jaju AS(DP) (DIN:01671018), as
MAZAGON DOCK
28-Sep-2021 AGM Management Government Nominee Director from 24 November For For Good candidate.
SHIPBUILDERS LTD
Q2 2020
28-Sep-2021 P V R LTD. AGM Management For For
Q2
Sanjeev Kumar, 49, is the Joint Managing Director and part of the promoter family.
Reappoint Sanjeev Kumar (DIN 00208173), as He has been on the board since July 2003 and has attended all board meetings in
Director, liable to retire by rotation FY21. He retires by rotation and his reappointment is in line with statutory
Q2 requirements.
Gregory Adam Foster, 58, was the former CEO of IMAX and is the founder of
Appoint Gregory Adam Foster (DIN 08926167) as Foster + Crew, Inc. , an entertainment and media consulting firm. He is also a
28-Sep-2021 P V R LTD. AGM Management Independent Director for a period of five years from For For Senior Theatrical & Industry Consultant for Apple Corp. And Global Entertainment
21 October 2020 Ambassador for Samsung’s CJ. His appointment is in line with statutory
Q2 requirements.
Approve payment of remuneration of Rs. 2.4 mn to

28-Sep-2021 P V R LTD. AGM Management For For The proposed amount of Rs. 2. 4 mn is reasonable.
Sanjai Vohra, Independent Director, for FY21
Q2
Approve payment of remuneration of Rs.0.8 mn to
The notification has prescribed limits for remuneration payable. For FY21, given
28-Sep-2021 P V R LTD. AGM Management Gregory Adam Foster, Independent Director, from For For
the PVR Limited’s loss and inadequate profits, commission payable to Gregory
21 October 2020 to 31 March 2021
Adam Foster as per as per prescribed limits, is Rs. 0. 8 mn. The commission is
commensurate with the value he brings to the board given his experience in the
media and entertainment industry.
Q2
Approve payment of remuneration of Rs.1.8mn to
28-Sep-2021 P V R LTD. AGM Management Deepa Misra Harris, Independent Director, for For For The proposed amount of Rs. 1. 8 mn is reasonable.
Q2 FY21
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation

Approve payment of remuneration of Rs.2.0 mn to Directors and Independent Directors, in the event of no profits or inadequate profits.
Vikram Bakshi, Independent Director, for FY21 The notification has prescribed limits for remuneration payable. For FY21, given
the PVR Limited’s loss and inadequate profits, commission payable to Vikram
Bakshi as per prescribed limits, is Rs. 2. 0 mn, which is reasonable.
Q2
Approve payment of remuneration of Rs.1.8 mn to Directors and Independent Directors, in the event of no profits or inadequate profits.
28-Sep-2021 P V R LTD. AGM Management Ms. Pallavi Shardul Shroff, Independent Director, For For The notification has prescribed limits for remuneration payable. For FY21, given
for FY21 the PVR Limited’s loss and inadequate profits, commission payable to Pallavi
Shardul Shroff as per as per prescribed limits, is Rs. 1. 8 mn. The commission is
commensurate with the value she brings to the board with her legal expertise.
Q2
On an overall basis the compensation that they received is only 46% and 40% as
against the remuneration for FY 2019-20 and FY 2018-19 respectively.
Remuneration payable to Mr. Ajay Bijli and Mr. Sanjeev Kumar for FY21,
Approve payment of remuneration of Rs.64.2 mn to including the increment @ 8% per annum of the fixed remuneration, has been
28-Sep-2021 P V R LTD. AGM Management Ajay Bijli, Chairperson and Managing Director, for For For approved by the members of the Company on July 3, 2018, and was subsequently re-
FY21 affirmed by special resolution at the annual general meeting held on September 29,
2020 (i. E. , after the onset of COVID-19 and ensuing government lockdown
orders). Accordingly, it would be incorrect to consider the remuneration paid to
them for FY21 as constituting an enhancement of pay during FY 21.
Q2
On an overall basis the compensation that they received is only 46% and 40% as
against the remuneration for FY 2019-20 and FY 2018-19 respectively.
Remuneration payable to Mr. Ajay Bijli and Mr. Sanjeev Kumar for FY21,
including the increment @ 8% per annum of the fixed remuneration, has been
Approve payment of remuneration of Rs.44.3 mn to
28-Sep-2021 P V R LTD. AGM Management For For approved by the members of the Company on July 3, 2018, and was subsequently re-
Sanjeev Kumar, Joint Managing Director, for FY21
affirmed by special resolution at the annual general meeting held on September 29,
2020 (i. E. , after the onset of COVID-19 and ensuing government lockdown
orders). Accordingly, it would be incorrect to consider the remuneration paid to
them for FY21 as constituting an enhancement of pay during FY 21.
Q2
The proceeds will be utilized for further acquisitions, capital expenditure,
refinancing high cost borrowings and other general purpose requirements. The
Issuance of non–convertible debentures up to Rs.
28-Sep-2021 P V R LTD. AGM Management For For proposed issuance will be within the company’s overall borrowing limit of Rs. 20
5.0 bn on private placement basis
bn. The current NCD facility is rated and , which denotes adequate degree of safety
with regard to timely servicing of financial obligations.
Q2
28-Sep-2021 INDRAPRASTHA GAS LTD. AGM Management For For
Q2 face value Rs. 2.0 each 1% in FY21 vs 25. 7% in FY20.
Asit Kumar Jana, 62, has been Managing Director of Indraprastha Gas since 16
Reappoint Asit Kumar Jana (DIN: 03452799) as June 2020. He has attended 100% (8 out of 8) board meetings held during his
Director, liable to retire by rotation tenure in FY21. He retires by rotation and his reappointment is in line with the
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Datta Singla & Co. Were the statutory auditors of the company in FY21. The
Comptroller & Auditor General of India (C&AG) appoints the statutory auditors
and branch auditors. As per Section 142 of the Companies Act, 2013, shareholder
approval is required to authorize the board to fix the remuneration of statutory
auditors at appropriate level. The statutory auditors were paid statutory audit fee of
28-Sep-2021 INDRAPRASTHA GAS LTD. AGM Management auditors appointed by the Comptroller and Auditor For For
Rs. 6. 4 mn in FY21 which is commensurate with the size and complexity of the
company: we expect audit fees in FY22 to be in same range. While we understand
that the company is awaiting communication from C&AG regarding auditor
appointment and remuneration, we believe that since it is a listed company, it must
disclose the proposed auditor remuneration to shareholders.
Q2
Arun Kumar Singh, 59, is nominated by Bharat Petroleum Corporation (BPCL),
Appoint Arun Kumar Singh (DIN: 06646894) as a one of the promoters of the company. He is designated as the Chairperson of the
28-Sep-2021 INDRAPRASTHA GAS LTD. AGM Management nominee director from 14 January 2021, liable to For For board. Presently, he is Director (Marketing) of BPCL. He is also holding additional
retire by rotation charge of Director (Refineries) and Director (Finance) of BPCL. He is liable to
retire by rotation and his appointment is in line with the statutory requirements.
Q2
Rakesh Kumar Jain, 55, is nominated by GAIL India on the board, one of the
Appoint Rakesh Kumar Jain (DIN: 08788595) as a
promoters of the company. He is the Executive Director (F&A) of GAIL India Ltd.
28-Sep-2021 INDRAPRASTHA GAS LTD. AGM Management nominee Director from 14 January 2021, liable to For For
He is liable to retire by rotation and his appointment is in line with the statutory
retire by rotation
Q2 requirements.
Ashish Kundra, 48, is nominated by the Government of NCT of Delhi. He is an IAS
Appoint Ashish Kundra (DIN: 06966214) as a
officer and presently is Principal Secretary and Commissioner, Transport,
28-Sep-2021 INDRAPRASTHA GAS LTD. AGM Management nominee director from 26 March 2021, liable to For For
Government of Delhi. He is liable to retire by rotation and his appointment is in line
retire by rotation
The proposed remuneration to be paid to the cost auditor is Rs. 250,000 plus out of
Approve remuneration of Rs. 250,000 to Chandra pocket expenses with a cap of 10% of the fees, cost of travel on actuals and
Wadhwa & Co. as cost auditors for FY22 applicable taxes. The total remuneration proposed to be paid to the cost auditors in
FY22 is reasonable compared to the size and scale of operations.
Q2
The company purchased Non-APM gas worth Rs. 6. 17 bn for NCT of Delhi in
FY21 from GAIL (under a contract), at a price determined by Government of India.
Ratify related party transactions of Rs. 6.17 bn with The purchases under this contract exceeded 10% of the annual turnover of the
GAIL (India) Limited for FY21 company as per FY21 financial statements. The transaction amounted to 11. 5% of
the standalone turnover of the company. The transactions were in the ordinary
Q2 course of business.
28-Sep-2021 GFL LTD. AGM Management For For related issues raised in the consolidated financials, the auditors are of the opinion
Reappoint Pavan Jain (DIN: 00030098) as Non- Pavan Jain, 70, is part of the promoter family and MD, Inox Air Products Limited.
28-Sep-2021 GFL LTD. AGM Management For For
Q2 Executive Non-Independent Director He brings to the table tremendous experience.
Appoint Shashi Kishore Jain (DIN: 00443861) as
Shashi Kishore Jain, 72, has over 50 years of work experience in industrial gases.
28-Sep-2021 GFL LTD. AGM Management Independent Director for five years from 30 May For For
His experience is very valuable for the company.
Q2 2021
Siddharth Jain, 42, is part of the promoter group. He is an Alumnus of University of

Michigan Ann Arbor, with a degree in Mechanical Engineering and holds an MBA
Appoint Siddharth Jain (DIN: 00030202) as Non- from INSEAD. He joined the group in 2001 and has been involved in the group’s
28-Sep-2021 GFL LTD. AGM Management Executive Non-Independent Director, liable to retire For For strategic planning & business development initiatives. He is responsible for the
by rotation industrial gases, entertainment and cryogenics equipment manufacturing businesses.
He will be liable to retire by rotation and his appointment is in line with all statutory
requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The company demerged its chemical business w. E. F. 1 April 2019 into Gujarat
Fluorochemicals Limited (GFCL) (formerly known as INOX Fluorochemicals
Approve the acceptance of an Irrevocable and Limited) and demerged its renewable energy business w. E. F. 1 July 2020 into
without recourse Indemnity Cum Corporate INOX Wind Energy Limited (IWEL). Therefore, in connection to any liabilities of
28-Sep-2021 GFL LTD. AGM Management Guarantee to be executed in favour of GFL by For For the company arising out of these demerged businesses, GFCL and IWEL will be
Gujarat Fluorochemicals Limited and INOX Wind required to jointly and severally guarantee them. The indemnity cum corporate
Energy Limited, fellow subsidiaries guarantee will be of ~ Rs. 760. 0 mn and shall be increased if the liabilities increase
subsequently. The proposed resolution is not prejudicial to the interests of minority
shareholders.
Q2
While the company’s current registered office is situated at the Panchmahal district,
Gujarat, most of the company’s operational activities are carried out at Mumbai. For
Approve shifting of Registered Office of the
ease of liaising with common regulatory authorities and to meet other compliance
28-Sep-2021 GFL LTD. AGM Management company from the State of Gujarat to State of For For
requirements smoothly, the company proposes to shift its registered office to the
Maharashtra
State of Maharashtra. This shift requires a consequent amendment to the MoA. The
proposed change is not prejudicial to the interest of any stakeholders.
Q2
The company proposes to make alterations in the Object Clause of the MoA as it
plans to undertake the business of brokerage/ commission and a business of
distribution of investment products including but not limited to mutual funds,
bonds, debentures and fixed deposits. The company’s current business lines include
Approve amendments in the Main Objects Clause of
28-Sep-2021 GFL LTD. AGM Management For For chemicals, wind turbine manufacturing, cinema exhibition, and wind power
the company
generation: it has demerged its chemicals business and renewable energy
businesses. We believe it is the board’s and the management’s prerogative to decide
on business diversifications. Given the foray into unrelated business, it may pose
execution and other business risks.
Q2
28-Sep-2021 GUJARAT GAS LTD. AGM Management For For
Declare final dividend of Rs. 2.0 per equity share of The total dividend outflow for FY21 is Rs. 1,376. 8 mn and the dividend payout
28-Sep-2021 GUJARAT GAS LTD. AGM Management For For
Q2 face value Rs. 2.0 each ratio is 10. 8% of standalone PAT.
Milind Torawane, 49, is the MD, Gujarat State Investments Limited and former
Reappoint Milind Torawane (DIN: 03632394) as a Managing Director, Gujarat Urban Development Company Ltd. He has held
28-Sep-2021 GUJARAT GAS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For various positions in the Gujarat Government. He was first appointed on the board in
retire by rotation August 2017. He has attended 75% (3 out of 4) board meetings in FY21. He retires
by rotation and his reappointment is in line with the statutory requirements.
Q2
Authorise the board to fix remuneration of statutory required to authorize the board to fix the remuneration of statutory auditors at
28-Sep-2021 GUJARAT GAS LTD. AGM Management auditors appointed by the Comptroller and Auditor For For appropriate level. The statutory auditors were paid Rs. 2. 9 mn in FY21 which is
Q2
Dr. Rajiv Kumar Gupta, 59, IAS officer, is currently additional Chief Secretary,
Industries & Mines Department, Government of Gujarat and the Managing Director
at Sardar Sarovar Narmada Nigam Ltd. He has worked in various Government
Appoint Rajiv Kumar Gupta (DIN: 03575316) as a departments, both in Government of Gujarat and Government of India. He has
28-Sep-2021 GUJARAT GAS LTD. AGM Management Non-Executive Non-Independent Director from 5 For For worked as Advisor Director at GAP Regional Dev Administration (UNDP) Turkey.
July 2021 His appointment is in line with the statutory requirements. We recognize that Dr.
Rajeev Kumar Gupta is on board of ten other companies which is high given his
fulltime responsibilities. Nevertheless, several of these directorships are on boards
of state-owned entities and we expect that these likely fold into his job description.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Professor Yogesh Singh, 55, is the Vice Chancellor in Delhi Technological

University. His areas of research include Software Testing, Software Quality &
Metrics and Empirical Software Engineering. He is on the board of Gujarat State
Appoint Yogesh Singh (DIN: 06600055) as an
Petronet Ltd, a group entity and promoter of the company since May 2013 and on
28-Sep-2021 GUJARAT GAS LTD. AGM Management Independent Director for a five-year term from 15 For For
the board of Gujarat State Petroleum Corporation Ltd since March 2015 and
August 2021
therefore we will consider his aggregate tenure on the board. His appointment is in
line with the statutory requirements. However, we will classify him non-
Independent once his overall association with the group crosses ten years.
Q2
Bhadresh Mehta, 61, is a qualified Chartered Accountant, Company secretary and
cost accountant. His areas of specialization are strategic planning, financial
management, auditing, information technology and risk management. He is on the
Appoint Bhadresh Mehta (DIN: 02625115) as an
board of Gujarat State Petronet Ltd, a group entity and promoter of the company
28-Sep-2021 GUJARAT GAS LTD. AGM Management Independent Director for a five-year term from 15 For For
since October 2015 and therefore we will consider his aggregate tenure on the
August 2021
board. His appointment is in line with the statutory requirements. However, we will
classify him non-Independent once his overall association with the group crosses
Q2 ten years.
28-Sep-2021 GUJARAT GAS LTD. AGM Management Ashish Bhavsar & Associates as cost auditors for For For
Q2 FY22
Pankaj Kumar, 59, IAS is the Chief Secretary of Gujarat state government. He was
additional Chief secretary of the Home Department, Government of Gujarat prior to
his current responsibility. He has also served in PSUs lie Gujarat Maritime Board,
Appoint Pankaj Kumar (DIN: 00267528) as a Non- Gujarat State Road Transport Corporation and Gujarat Mineral Corporation. His
28-Sep-2021 GUJARAT GAS LTD. AGM Management Executive Non-Independent Director from 8 For For appointment as the Non-Executive Non-Independent Director and Chairperson
September 2021, liable to retire by rotation meets all statutory requirements. We recognize that Pankaj Kumar is on board of
eight other companies which is high given his fulltime responsibilities.
Nevertheless, several of these directorships are on boards of state-owned entities
and we expect that these likely fold into his job description.
Q2
28-Sep-2021 RADICO KHAITAN LTD. AGM Management For For
Abhishek Khaitan, 48, is part of the promoter group and is the Managing Director
Reappoint Abhishek Khaitan (DIN: 00772865) as
28-Sep-2021 RADICO KHAITAN LTD. AGM Management For For of the company. He attended 100% board meetings held in FY21 (4/4). He retires
by rotation and his reappointment is in line with the statutory requirements.
Q2
BGJC & Associates were appointed as the statutory auditors for five years from
FY17 at the 2016 AGM; they have completed their tenure of five years with the
company. The company proposes to appoint Walker Chandiok & Co LLP as
Appoint Walker Chandiok & Co LLP as statutory statutory auditors of five years starting from FY22. The audit fees proposed to be
28-Sep-2021 RADICO KHAITAN LTD. AGM Management auditors for five years from FY22 and fix their For For paid to Walker Chandiok & Co LLP for FY22 are Rs. 7. 5 mn excluding out-of-
remuneration at Rs. 7.5 mn for FY22 pocket expenses and taxes; the statutory audit fee paid to previous auditors for
FY21 was Rs. 4. 5 mn (including Limited Review fee and excluding out-of-pocket
expenses and taxes). The proposed remuneration is reasonable and commensurate
with the size and operations of the company.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Abhishek Khaitan, 48, is part of the promoter group and is MD of the company. He
was last reappointed at the 2017 AGM for five years from 20 February 2018.
Effective 1 April 2019, as per Regulation 17 of SEBI’s LODR, shareholder
Approve remuneration of Abhishek Khaitan (DIN: approval is required if overall pay to all the executive promoter directors exceeds
00772865) as Managing Director from 1 April 2019 5% of the net profit or if remuneration to a single promoter executive director
till the end of tenure on 19 February 2023, in excess exceeds Rs. 50 mn or 2. 5% of the net profit, whichever is higher. We estimate his
of regulatory thresholds proposed annual remuneration at Rs. 110. 2 mn; he was paid Rs. 95. 8 as
remuneration for FY21, Given the complexity of business and how Abhishek has
helped turnaround the business he deserves 10% increase and payment which is in
line with CEO of FMCG companies.
Q2
Ratify remuneration of Rs. 110,000 payable to R. The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Krishnan as cost auditor for FY22 company’s operations.
TECHNO ELECTRIC & ENGG. Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
CO. LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Confirm interim dividends aggregating to Rs. 6 per The total dividend per share for FY21, including interim dividends, aggregates to
TECHNO ELECTRIC & ENGG.
28-Sep-2021 AGM Management equity share and declare final dividend of Rs. 4 per For For Rs. 10 per share, resulting in a dividend outflow of Rs. 1. 1 bn and dividend payout
CO. LTD.
equity share (face value Re. 2.0) for FY21 ratio of 44% (FY20: nil).
Q2
Reappoint Ms. Avantika Gupta (DIN: 03149138),
28-Sep-2021 AGM Management as Non- Executive Non- independent Director, For For Good candidature.
CO. LTD.
Q2
S Singhi & Co were appointed as statutory auditors at the 2017 AGM. The
Ratify Singhi & Co., Chartered Accountants as ratification is in line with our Voting Policy on Auditor Rotation and with the
28-Sep-2021 AGM Management statutory auditors for FY22 and authorize the board For For requirements of Section 139 of the Companies Act 2013. Amendments in the
CO. LTD.
to fix their remuneration Companies Act, 2013 have done away with the requirement of annual ratification of
Q2 auditors by shareholders.
The corporate office of the company is based out 1B, Park Plaza, South Block, 71,
Park Street, Kolkata – 700016, West Bengal. Given the difficulty being faced by the
company in managing increasing compliance requirements from the present
location of the registered office at Noida in Uttar Pradesh, which also results in
Approve shifting of registered office to West
TECHNO ELECTRIC & ENGG. additional financial burden, consent for a shift in the registered office to the State of
28-Sep-2021 AGM Management Bengal and consequent alteration to the For For
CO. LTD. West Bengal is being proposed. The shift will enable the company to carry on the
business activities and to manage, run and administer the affairs more economically,
conveniently efficiently and to comply with various statutory requirements, since the
administrative and operating infrastructure is in Kolkata. This shift requires a
consequent amendment to the MoA.
Q2
TECHNO ELECTRIC & ENGG. Approve remuneration of Rs. 20,000 p.a. to Saibal The total remuneration proposed to be paid to the cost auditors in FY22 is
Q2 CO. LTD. Sekhar Kundu, cost auditors for FY22 reasonable compared to the size and scale of the company’s operations.
GUJARAT STATE PETRONET Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
GUJARAT STATE PETRONET Declare final dividend of Rs. 2.0 per equity share The total dividend outflow for FY21 is Rs. 1,128. 4 mn and the dividend payout
Q2 LTD. (face value of Rs. 10.0) for FY21 ratio is 12. 2% of standalone PAT.
M. M. Srivastava, 69, is a Retired IAS officer and represents Gujarat State
Petroleum Corporation Ltd. (GSPCL) on the board. GSPCL (promoter entity) held
37. 6% equity shareholding in the company on 30 June 2021. He held various
Reappoint M M Srivastava (DIN: 02190050) as positions with the Government before his retirement, including as Member
GUJARAT STATE PETRONET
28-Sep-2021 AGM Management Non-Executive Non-Independent Director, liable to For For (Finance) of Gujarat Electricity Board, Managing Director of Gujarat Agro
LTD.
retire by rotation Industries Corporation, Additional Chief Secretary to Finance Department,
Government of Gujarat, etc. He attended 100% board meetings held in FY21 (4/4).
He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Anoop Agarwal & Co. Were appointed as the statutory auditors for FY21 by the
Comptroller & Auditor General of India (C&AG). The appointment of the statutory
auditors for FY22 is yet to be made by the C&AG. In terms of Section 142(1) of the
Companies Act, 2013, auditor remuneration has to be fixed by the company in
Authorize the board to fix remuneration of statutory General Meeting. In line with this practice, the company seeks shareholder approval
28-Sep-2021 AGM Management auditors to be appointed by the Comptroller and For For to authorize the board to fix an appropriate remuneration for the statutory auditors.
LTD.
Auditor General (C&AG) of India for FY22 The statutory auditors were paid audit fees of Rs. 3. 2 mn in FY21 on a
consolidated basis which is reasonable considering the size of the company. While
we understand that the company is awaiting communication from C&AG regarding
auditor appointment and remuneration, we believe that being a listed entity, the
company must disclose the proposed auditor remuneration to shareholders.
Q2
Dr. Rajiv Kumar Gupta, 59, is an IAS officer and is currently the Additional Chief
Secretary, Industries and Mines Department, Govt. Of Gujarat and the Managing
Director at Sardar Sarovar Narmada Nigam Ltd. He represents Gujarat State
Petroleum Corporation Ltd. (GSPCL) on the board. GSPCL (promoter entity) held
37. 6% equity shareholding in the company on 30 June 2021. He holds a Post
Appoint Dr. Rajiv Kumar Gupta (DIN: 03575316) Graduate degree in Political Science and completed his Ph. D. In International Law.
28-Sep-2021 AGM Management as Non-Executive Non-Independent Director from 8 For For He completed several specialized courses in Law, International Trade and
LTD.
July 2021, liable to retire by rotation Environment from United Nations University and University of Melbourne. He is
liable to retire by rotation and his appointment is in line with the statutory
requirements. We recognize that Dr. Rajiv Kumar Gupta is on board of ten other
companies, which is high given his full-time responsibilities. Nevertheless, several
of these directorships are on boards of state-owned companies, we expect that these
will likely fold into his job description.
Q2
GUJARAT STATE PETRONET The total remuneration proposed is reasonable compared to the size and scale of the
28-Sep-2021 AGM Management Kailash Sankhlecha & Associates as cost auditors For For
LTD. company’s operations.
Q2 for FY22
Pankaj Kumar, 59, is a senior IAS officer and Chief Secretary of the State of
Gujarat. He is designated as Chairperson and Managing Director of the company.
He was previously the Additional Principal Secretary to the Chief Minister of
Gujarat and Additional Chief Secretary, Home Department of Government of
Appoint Pankaj Kumar (DIN: 00267528) as
GUJARAT STATE PETRONET Gujarat. The company has stated that he shall not draw any remuneration or sitting
28-Sep-2021 AGM Management Director from 8 September 2021, not liable to retire For For
LTD. fees. We recognize that Pankaj Kumar will not retire by rotation as long as he
by rotation
remains Managing Director – however, we also recognize that the tenure of most
civil service officers is limited by the practice of frequent rotation followed by both
the state and central governments. His appointment is in line with the statutory
requirements.
Q2
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management For For
Dev Datt Rishi, 72, has been associated with the company since 1987. He was on
the board from 14 May 1993 and resigned w. E. F. 30 April 2010. He was
reappointed as Director (Technical) on the board (as Whole Time Director) w. E. F.
Reappoint Dev Datt Rishi (DIN: 00312882) as Non-
14 January 2015 and was redesignated as Non-Executive Non-Independent Director
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
w. E. F. 1 July 2017. He attended 100% board meetings held in FY21 (4/4). Dev
by rotation
Datt Rishi is being appointed Independent Director through resolution #8: under
regulations, Independent Directors not liable to retire by rotation. However, since
we do not consider Dev Datt Rishi to be independent, we support this resolution.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ashok Kajaria, 74, is the first-generation promoter of the company. We estimate his
FY22 remuneration at Rs. 53. 5 mn (entirely fixed); he was paid Rs. 26. 4 as
Reappoint Ashok Kajaria (DIN: 00273877)
remuneration for FY21, which was 53. 0x times the median employee
Chairperson and Managing Director for five years
remuneration. We believe his remuneration structure should carry a component of
from 1 April 2021 or such shorter period as may be
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management For For performance linked pay to align the pay with performance. Notwithstanding, his
permitted under SEBI’s LODR Regulations and
remuneration is in line with industry peers and commensurate with the size and
approve continuation of his directorship since he
complexity of the business. The board must articulate how it proposes to meet SEBI
has attained 70 years of age
regulations effective 1 April 2022, which require the Chairperson to be non-
executive and not related to the Managing Director.
Q2
Chetan Kajaria, 46, is part of the promoter group and has been on the board since
2000. He was last reappointed as Joint Managing Director for three years from 1
April 2018 at the 2018 AGM. We estimate his FY22 remuneration at Rs. 74. 9 mn;
he was paid Rs. 27. 8 as remuneration for FY21, which was 56. 0x times the
median employee remuneration. His remuneration decreased by 42. 9% in FY21, as
Reappoint Chetan Kajaria (DIN: 00273928) as Joint compared to median employee remuneration, which reduced by 5. 2% when
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management For For
Managing Director for five years from 1 April 2021 compared to FY20 levels. While we recognize that at Rs. 74. 9 mn, his
remuneration is high when compared to peers, we draw comfort from the fact that
more than 50% of his remuneration is linked to the performance of the company.
We expect the company to remain judicious in the payout as it has been in last three
years. As profits increase, company must consider capping his commission in
absolute amounts.
Q2
Rishi Kajaria, 43, is part of the promoter group and has been on the board since
2003. He was last reappointed as Joint Managing Director for three years from 1
April 2018 at the 2018 AGM. The company proposes to reappoint him as Joint
Managing Director for five years from 1 April 2021. We estimate his FY22
remuneration at Rs. 74. 9 mn; he was paid Rs. 27. 8 as remuneration for FY21,
which was 56. 0x times the median employee remuneration. His remuneration
Reappoint Rishi Kajaria (DIN: 00228455) as Joint
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management For For decreased by 42. 9% in FY21, as compared to median employee remuneration,
Managing Director for five years from 1 April 2021
which reduced by 5. 2% when compared to FY20 levels. While we recognize that at
Rs. 74. 9 mn, his remuneration is high when compared to peers, we draw comfort
from the fact that more than 50% of his remuneration is linked to the performance
of the company. We expect the company to remain judicious in the payout as it has
been in last three years. As profits increase, company must consider capping his
commission in absolute amounts.
Q2
Appoint Dev Datt Rishi (DIN: 00312882) as
Independent Director from the conclusion of 2021 Mere past employement with the company doesnt necessarily compromises on
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management AGM till the conclusion of 2025 AGM and approve For For independence of directors. Whereas the understanding of industry and experience
continuation of his directorship after he attains 75 brings solid benefits to any company from such board representation.
years of age on 5 August 2024
Q2
Approve giving of loans to subsidiaries upto Rs 5.0
28-Sep-2021 KAJARIA CERAMICS LTD. AGM Management For For Normal course of business.
bn under Section 185 of the Companies Act 2013
Q2
28-Sep-2021 PETRONET L N G LTD. AGM Management For For
The total dividend outflow for FY21, including special interim dividend of Rs. 12. 0
Declare final dividend of Rs. 3.5 per equity share bn (Rs. 8. 0 per share) is Rs. 17. 3 bn and the dividend payout ratio is 58. 5% of
(face value of Rs. 10.0) for FY21 standalone PAT. The dividend distribution policy specifies a payout ratio of 30% of
net profits or 5% of networth, whichever is higher.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Sanjeev Kumar, 50, represents Gujarat Maritime Board and Government of Gujarat
on the board. He is currently the Managing Director at Gujarat State Petroleum
Reappoint Sanjeev Kumar (DIN: 03600655) as Non-
Corporation Limited and Joint Managing Director at Gujarat State Petronet
28-Sep-2021 PETRONET L N G LTD. AGM Management Executive Non-Independent Director, liable to retire For For
Limited. He attended 80% board meetings held in FY21 (12/15) and 83% board
by rotation
meetings (15/18) held since his appointment in August 2019. He retires by rotation
and his reappointment is in line with the statutory requirements.
Q2
Manoj Jain, 59, represents GAIL on the board. He is the Chairperson, Managing
Reappoint Manoj Jain (DIN: 07556033) as Non- Director and Director (Projects & HR) on the board of GAIL (India) Limited. He
28-Sep-2021 PETRONET L N G LTD. AGM Management Executive Non-Independent Director, liable to retire For For attended 93% board meetings held in FY21 (13/14) since his appointment in May
by rotation 2020. He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Pramod Narang, 58, has worked with Indian Oil Corporation Limited since (IOCL)
for 35 years – from 1985 to 2020. His last role at IOCL was Executive Director,
Appoint Pramod Narang (DIN: 07792813) as Materials & Contracts (not on board). He joined Petronet LNG in November 2020.
Whole Time Director designated as Director His proposed annual remuneration for FY22 at Rs. 9. 5 mn (including variable pay
(Technical) for five years from 26 November 2020 of Rs. 1. 9 mn) is commensurate to the size and the complexity of the business.
and fix his remuneration Commission or incentives will be linked to the achievement of performance targets
that include profits, volume, and CSR budget, the weightage of which will change
annually.
Q2
Akshay Kumar Singh, 60, was previously Director - Pipelines at Indian Oil
Corporation Limited (IOCL). He has over 35 years of experience in design,
Appoint Akshay Kumar Singh (DIN: 03579974) as engineering, planning, execution of complex pipeline systems and process plants.
Managing Director and CEO from 1 February 2021 His proposed annual remuneration for FY22 at Rs. 15. 7 mn (including variable pay
for five years or till he attains 65 years of age, of Rs. 3. 1 mn) is commensurate to the size and the complexity of the business.
whichever is earlier, and fix his remuneration Commission or incentives will be linked to the achievement of performance targets
that include profits, volume, and CSR budget, the weightage of which will change
Q2 annually.
Subhash Kumar, 59, represents ONGC on the board and is the Chairperson,
Managing Director (Additional Charge) and Director (Finance) at ONGC. He is
Appoint Subhash Kumar (DIN: 07905656) as Non-
also the Chairperson of ONGC group and has been associated with ONGC since
28-Sep-2021 PETRONET L N G LTD. AGM Management Executive Non-Independent Director from 9 April For For
1985. He has over 36 years of professional experience in the fields of exploration
and production value-chain. He is liable to retire by rotation and his appointment is
Q2
Ms. Bhaswati Mukherjee, 68, is a retired Indian Diplomat and had joined the Indian
Foreign Service in 1976. She was India’s Ambassador to UNESCO, Paris and to
Appoint Ms. Bhaswati Mukherjee (DIN: 07173244)
the Netherlands, The Hague from 2010 to 2013. She is an independent senior
28-Sep-2021 PETRONET L N G LTD. AGM Management as Independent Director for three years from 13 For For
consultant to Mahatma Gandhi Institute of Education for Peace and Sustainable
August 2021
Development, UNESCO. Her appointment is in line with the statutory
Q2 requirements.
In FY21, the total quantum of sales and regasification services amounted to Rs.
251. 2 bn (96. 5% of the turnover for FY21). The proposed transactions are all
Approve related party transactions with GAIL
operational in nature and are expected to be undertaken on arm’s length basis.
(India) Limited, Indian Oil Corporation Limited
Based on past trends, we believe the quantum of RPTs will continue to be close to
28-Sep-2021 PETRONET L N G LTD. AGM Management (IOCL), Oil and Natural Gas Corporation Limited For For
the total turnover of the company. The RPTs are an integral part of operations for
(ONGC), Bharat Petroleum Corporation Limited
the company and the approval is valid for one year. The RPTs are contractual in
(BPCL) and their affiliates for FY23
nature and pass on price risks to the respective product off takers and ensures
offtake of minimum contracted quantities or capacity.
Q2
The company had sought shareholder approval for payment of commission to all the
Directors upto 1% of net profits for five years from 1 April 2016 at the 2016 AGM.
Consent of shareholders is sought to pay commission of upto 1. 0% of net profits to
Approve payment of commission upto 1.0% of net directors for five years from 1 April 2021. The proposed commission is
profits to all Directors for five years from FY22 commensurate with the value rendered the Directors. In the past, the company has
paid commission in the range of 0. 02% - 0. 03% of the standalone profits before
tax. As a good governance practice, the company must cap the commission in
Q2 absolute amounts.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
29-Sep-2021 BIRLA CORPORATION LTD. AGM Management For For financial statements are in accordance with generally accepted accounting policies
Declare final dividend of Rs. 10.0 per share (face Total dividend for FY21 is Rs. 10. 0 per share. The total dividend outflow for FY21
29-Sep-2021 BIRLA CORPORATION LTD. AGM Management For For
Q2 value Rs. 10.0) for FY21 is Rs. 770. 1 mn and the dividend payout ratio is 18. 0%.
Reappoint Dilip Ganesh Karnik (DIN: 06419513)
Mr Karnik has attended more than 50% of board meets in preceeding 3 years.
29-Sep-2021 BIRLA CORPORATION LTD. AGM Management as Non-Executive Non-Independent Director liable For For
Hence voting in favour.
Q2 to retire by rotation
Arvind Pathak, 62, has around thirty-six years of experience in the cement industry.
He has held CEO or equivalent positions for over 14 years in various large
Appoint Arvind Pathak (DIN: 00585588) as organisations which includes ACC, Dangote, Adani and Reliance ADAG group. He
Director liable to retire by rotation has a degree in Electrical Engineering from Indian Institute of Technology (Banaras
Hindu University), and a postgraduate degree in Industrial Engineering and
Management. His appointment is in line with regulatory requirements.
Q2
The company proposes to appoint Arvind Pathak as MD & CEO for three years
Appoint Arvind Pathak (DIN: 00585588) as from 31 March 2021. His estimated proposed remuneration of Rs 47. 5 mn for
29-Sep-2021 BIRLA CORPORATION LTD. AGM Management Managing Director & CEO for three years from 31 For For FY22 is commensurate with the size and scale of business. Further, he is a
March 2021 and fix his remuneration professional whose skills carry market value. The company must disclose the
performance metrics on basis of which his variable pay will be determined.
Q2
Approve remuneration of Rs. 450,000 for Shome & The total remuneration proposed is reasonable compared to the size and scale of the
Rameshwar Singh Thakur, 73, is former Executive Director of Tata Motors Ltd.
And former Chief Operating Officer of Tata AutoComp Systems. The Punjab
Produce & Trading Co. Pvt. Ltd. (PPTCPL holds 5. 87% and Punjab Produce
Holdings Ltd holds 4. 76% of equity stake of the company as on 30 June 2021) has
proposed the appointment of Rameshwar Singh Thakur. We recognize that the
Appoint Rameshwar Singh Thakur (DIN: board does not support his appointment because it believes that the on-going
29-Sep-2021 BIRLA CORPORATION LTD. AGM Management 00020126) as Non-Executive Non-Independent For For dispute between the estate of Late Priyamvada Birla and Harsh Vardhan Lodha will
Director, liable to retire by rotation be brought into the boardroom and impact board effectiveness. While this may
indeed be a risk, we raise concern over the board’s objectivity, given that the board
itself is largely tenured with only one independent director who has a tenure of less
than ten years. We believe appointing Rameshwar Singh Thakur may provide
greater scrutiny to board decisions and bring different insights to board
deliberations.
Q2
29-Sep-2021 COCHIN SHIPYARD LTD. AGM Management For For and Indian Accounting Standards (IND-AS). We raise concerns that the audit
committee of the company is not reconstituted after independent directors ceased to
be on the board and therefore is not compliant with regulations. However, the
Q2
29-Sep-2021 COCHIN SHIPYARD LTD. AGM Management For For and Indian Accounting Standards (IND-AS). We raise concerns that the audit
committee of the company is not reconstituted after independent directors ceased to
be on the board and therefore is not compliant with regulations. However, the
Q2
Confirm two interim dividends aggregating to Rs.
The total dividend per share is Rs. 15. 5 per share. Total dividend outflow
29-Sep-2021 COCHIN SHIPYARD LTD. AGM Management 13.0 per share and declare final dividend of Rs. 2.5 For For
aggregates to Rs. 2. 0 bn. Payout ratio is 33. 0% of standalone PAT.
per share (face value: Rs. 10.0 per share) for FY21
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Bejoy Bhasker, 56, is the Director – Technical. He has been on the board of the
Reappoint Bejoy Bhasker (DIN: 08103825) as
29-Sep-2021 COCHIN SHIPYARD LTD. AGM Management For For company since 5 April 2018. He has attended all board meetings held in FY21. He
retires by rotation; his reappointment is in line with statutory requirements.
Q2
appropriate level. The statutory auditors were paid Rs. 1. 5 mn in FY21 as audit fee
29-Sep-2021 COCHIN SHIPYARD LTD. AGM Management auditors appointed by the Comptroller and Auditor For For
which is commensurate with the size and complexity of the company: we expect
audit fees in FY22 to be in same range. The company has neither disclosed the
names of the auditor proposed to be appointed nor a range in which the audit fee
shall be paid.
Q2
Approve remuneration of Rs. 150,000 to BBS & The total remuneration proposed to be paid to the cost auditors in FY22 is
29-Sep-2021 COCHIN SHIPYARD LTD. AGM Management For For
Q2 Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
HDFC Life Insurance proposes to purchase 100% stake in Exide Life Insurance
Company Limited from Exide Industries Limited for a consideration of Rs. 66. 87
Issue 87,022,222 shares at Rs. 685 per share to
bn. The consideration will include Rs. 7. 25 bn in cash and ~87. 0 mn shares of the
HDFC LIFE INSURANCE Exide Industries Limited as part consideration for
29-Sep-2021 EGM Management For For company. The acquisition will enable HDFC Life to increase its market share amid
COMPANY LTD. the purchase of Exide Life Insurance Company
intense competition and the rising dominance of digital platforms in distribution.
Limited
Post the acquisition, Exide will hold ~4. 1% stake in HDFC Life. The valuation is
in line with peers and the dilution at 4. 1% is low.
Q2
29-Sep-2021 MPHASIS LTD. AGM Management For For
29-Sep-2021 MPHASIS LTD. AGM Management For For The total dividend outflow for FY21 is Rs. 12. 2 bn and payout ratio is 109. 5%.
Q2 of face value of Rs.10 each
Amit Dixit, 48, is the Senior MD, Head of Asia for Blackstone Private Equity and
Reappoint Amit Dixit (DIN: 01798942) as Non-
the representative of the promoter on the board. He has been on the board since
29-Sep-2021 MPHASIS LTD. AGM Management Executive Non-Independent Director, liable to retire For For
September 2016 and retires by rotation. During FY21, he attended all board
by rotation
meetings. His reappointment is in line with statutory requirements.
Q2
Reappoint Marshall Jan Lux (DIN: 08178748) as Marshall Jan Lux, 61, a former senior partner at both BCG and McKinsey and has
29-Sep-2021 MPHASIS LTD. AGM Management Non-Executive Non-Independent Director, liable to For For been on the board since August 2018. He retires by rotation and his appointment is
retire by rotation in line with statutory requirements. During FY21, he attended all board meetings.
Q2
Nitin Rakesh, 50, is CEO and Managing Director of Mphasis Limited. He was
appointed at the 2017 AGM and we support his reappointment. His proposed cash
pay during his term is estimated at Rs. 114. 7 to Rs. 125. 8 mn. Further discloses
that Mr. Nitin Rakesh holds 979,000 stock options issued
under the Employee Stock Option Plan 2016 and he does not hold any shares in the
Company. The Company hasn't
disclosed the quantum of stock options which could be granted to him in future as
Reappoint Nitin Rakesh (DIN: 00042261) CEO and
the same would be determined at the time of grant of options/stock units by the
29-Sep-2021 MPHASIS LTD. AGM Management Managing Director for five years from 1 October For For
Board keeping in view the performance linked incentives and evolving targets of
2021
the Company. The payments under the ERI Plan will be made from the net
realisations from proceeds received by BCP Topco from an
Exit without any recourse to the Company or to any of its public shareholders. As
payments under the ERI Plan will not be
paid by the Company, they cannot be considered as a remuneration for the purposes
of Section 197 of the Companies
Act, 2013.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Under the scheme, up to 3,000,000 equity shares (ESOPs) will be issued
representing1. 6% of the paid-up shares on 30 June 2021. The vesting period is over
5 years, while the exercise period is upto 5 years from the date of vesting or under
Approve Mphasis Restricted Stock Unit Plan 2021
29-Sep-2021 MPHASIS LTD. AGM Management For For the ‘automatic exercise’ construct. The exercise price of each unit will be the par
(RSU Plan 2021)
value and will cost Rs. 1. 9 bn per year for 5 years. But we believe given the talent
crunch this will act as good measure towards attract best talent and retention of key
Q2 employees.
Extend Mphasis Restricted Stock Unit Plan 2021 The company seeks to extend the RSU’s to employees/directors of subsidiaries
29-Sep-2021 MPHASIS LTD. AGM Management For For
(RSU Plan 2021) to subsidiaries companies. Our view on this resolution is linked to our opinion on resolution #6.
Q2
The payment of cash rewards will be done by BCP Topco from the proceeds
Approve Exit Return Incentive (ERI) Plan which
received
will reward certain employees based on BCP Topco
29-Sep-2021 MPHASIS LTD. AGM Management For For by it from Exit. The shareholding of the shareholders of the company will not be
IX Pte. Ltd. (BCP Topco), achieving a pre-defined
diluted as a consequence of
return at the time of its exit
Q2 the ERI Plan 2021.
BCP Topco is seeking approval to adopt Investment Plan 2021, that proposes invite
certain identified employees and directors (but excluding independent directors) of
the company and its subsidiaries to invest in an affiliate (and an indirect
Approve Investment Plan 2021 offered by BCP
shareholder) of BCP Topco (BCP Affiliate). The Investment Plan is voluntary and
Topco IX Pte. Ltd. (BCP Topco) to certain
29-Sep-2021 MPHASIS LTD. AGM Management For For subject to such employees accepting the invitation to invest. The participation in the
employees and permit employees to participate in
Investment Plan will be subject to the customary risk factors that arise out of
the plan
holding indirect interests in the equity shares of the Company. The returns from the
investment are inherently linked
to performance of the Company and consequently to the Company’s equity value.
Q2
29-Sep-2021 P N C INFRATECH LTD. AGM Management For For
Declare final dividend of Rs. 0.50 per equity share The total dividend aggregates to Rs. 154. 6 mn. The dividend payout ratio is 4. 3%
Q2 (face value Rs.2.0 per share) for FY21 of the standalone PAT.
Chakresh Kumar Jain, 58, is part of the promoter family and Managing Director.
Reappoint Chakresh Kumar Jain (DIN: 00086768) He is responsible for overall finance, project management & administration. He
as Director, liable to retire by rotation attended 80% (4 out of 5) of the meetings held in FY21. He retires by rotation and
Q2
Talluri Raghupati Rao, 68, is Whole-time Director and looks after business
development, monitoring and coordination of implementation, contract
Reappoint Talluri Raghupati Rao (DIN: 01207205) administration, overseeing operational projects on BOT-Toll, Annuity & HAM,
as Director, liable to retire by rotation arbitration and corporate communications. He attended 100% (5 out of 5) of the
SS Kothari Mehta & Co. Were the statutory auditors since FY12 and were last
reappointed for five years in the 2017 AGM: therefore, they have completed their
tenure of ten years. NSBP & Company are being appointed as statutory auditors for
five years at a remuneration of Rs. 2. 9 mn for FY22, the same as that paid to the
Appoint NSBP & Company as statutory auditors for
outgoing auditors in FY21. The proposed remuneration is reasonable and
29-Sep-2021 P N C INFRATECH LTD. AGM Management five years starting from FY22 and fix their For For
commensurate with the size and operations of the company. Public sources suggest
there may perhaps be an informal association between SS Kothari Mehta & Co and
NSBP & company: several companies have had NSBP & Company take over audit
responsibilities after completion of SS Kothari Mehta & Co’s term as statutory
auditors.
Q2
Approve remuneration of Rs. 50,000 for RKG & The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Associates as cost auditors for FY22 company’s operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Reappoint Pradeep Kumar Jain (DIN: 00086653) as

29-Sep-2021 P N C INFRATECH LTD. AGM Management Chairperson and Managing Director for five years For For In line with industry standard.
from 1 October 2021 and fix his remuneration
Q2
Reappoint Chakresh Kumar Jain (DIN: 00086768)
29-Sep-2021 P N C INFRATECH LTD. AGM Management as Managing Director for five years from 1 October For For In line with industry standard.
Q2
Reappoint Yogesh Kumar Jain (DIN: 00086811) as
29-Sep-2021 P N C INFRATECH LTD. AGM Management Managing Director for five years from 1 October For For In line with industry standard.
Q2
Anil Kumar Rao, 59, has served on the board for the past 21 years. He has over 30
years of experience in infrastructure projects. He drew a remuneration of Rs. 8. 0
mn for FY21 which was ~ 35x the median employee salary. While his remuneration
does not carry a variable component, in FY17 and FY20, he was paid a special
Reappoint Anil Kumar Rao (DIN: 01224525) as incentive, approval for which was sought separately from shareholders. Considering
29-Sep-2021 P N C INFRATECH LTD. AGM Management Whole-time Director for five years from 1 October For For the company has been paying him special incentive, the company must consider
2021 and fix his remuneration including a variable component, to link executive pay with performance.
Notwithstanding, his remuneration, including special incentive paid in the past, has
been commensurate with the size and complexity of his responsibilities. We
estimate his remuneration at Rs. 13. 2 mn for FY22, which is reasonable and in line
with peers. He is a professional and his skills carry a market value.
Q2
Subhash Chander Kalia, 70, has over 43 years of experience in the banking and
finance sectors. He was former Executive Director, Union Bank of India and Vijaya
Bank. He was also associated with Bank of Baroda where he worked in several
capacities upto the level of General Manager. He currently serves as an external
member of the Empowered Committee of the Reserve Bank of India on External
Appoint Subhash Chander Kalia (DIN: 00075644)
Commercial Borrowing, as a member of the Governing Council of
29-Sep-2021 P N C INFRATECH LTD. AGM Management as Independent Director for five years from the For For
Bankers,Institute of Rural Development, Lucknow and as a member of Banking
2021 AGM
and Finance Committee of the Indian Merchant’s Chamber, Mumbai. He was
Independent Director on the board from between 30 June 2014 and 23 March 2018.
While the notice does not specify reasons, we expect approval via special resolution
is being sought since he will cross 75 years of age during his term. His appointment
as independent director for five years is in line with statutory requirements.
Q2
Approve increase in remuneration to Harshvardhan
29-Sep-2021 P N C INFRATECH LTD. AGM Management Jain in an office of profit as Project Coordinator For For In line with industry standard.
Q2 from 1 April 2021
prepared in accordance with the generally accepted accounting principles. We raise
concerns that the reconstituted audit committee does not have any independent
29-Sep-2021 RITES LTD. AGM Management For For directors and therefore is not compliant with regulations. However, the financial
statements are reviewed by the Comptroller & Auditor General of India. Further,
the company had one central statutory auditor and three other branch auditors. The
audit committee must provide clarity on how it establishes accountability of these
auditors and ensures that issues do not fall through the cracks, while allocating audit
responsibilities.
Q2
To confirm first interim dividend of Rs. 5.0, second The company has paid first and second interim dividend aggregating to Rs. 9. 0 per
interim dividend of Rs. 4.0 and to declare final share. The company proposes a final dividend of Rs. 4. 0 per equity share. The total
29-Sep-2021 RITES LTD. AGM Management For For
dividend of Rs. 4.0 per equity share of face value dividend per share in FY21 is Rs. 13. 0 each. The total dividend outflow is Rs. 3. 1
Q2 Rs. 10.0 each bn. The dividend pay-out ratio is 73. 6%.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Anil Vij , 58, is Whole-time Director, Technical at RITES Ltd. He was first
appointed to the board of the company in November 2019. He is qualified in three
Reappoint Anil Vij (DIN: 07145875) as Director, disciplines of engineering: Mechanical, Electrical and Electronics &
29-Sep-2021 RITES LTD. AGM Management For For
liable to retire by rotation Communication. He has over 36 years of work experience. He has attended 100%
(9 out of 9) of the meetings held in FY21. He retires by rotation and his
J C Bhalla & Co. Were the statutory auditors of the company in FY21. The
auditors at appropriate level. The statutory auditors were paid statutory audit fee of
Rs. 0. 7 mn and aggregate remuneration of Rs. 1. 8 mn including tax audit fees and
limited review and consolidated fees in FY21. The branch auditors were paid audit
29-Sep-2021 RITES LTD. AGM Management auditors and branch auditors appointed by the For For
fees of Rs. 0. 2 mn and aggregate remuneration of Rs. 0. 6 mn including tax audit
Comptroller and Auditor General of India for FY22
fee and limited review fees in FY21. The remuneration is commensurate with the
size and complexity of the company: we expect audit fees in FY22 to be in same
range. While we understand that the company is awaiting communication from
C&AG regarding auditor appointment and remuneration, we believe that since it is
a listed company, it must disclose the proposed auditor remuneration to
shareholders.
Q2
The company seeks approval to appoint Gopi Sureshkumar Varadarajan, 59, as the
Managing Director & Chairperson. He is currently, the Director (Projects). Rajeev
To take note and appoint Gopi Sureshkumar
Mehrotra, former Chairperson and Managing Director superannuated on 30 June
Varadarajan (DIN: 08241385) as Managing
2021. Thus, Gopi Sureshkumar Varadarajan will be assigned the additional charge
29-Sep-2021 RITES LTD. AGM Management Director & Chairperson (additional charge) from 1 For For
of CMD with the responsibility of Director (Projects). He was first appointed on the
July 2021 for a period of three months or further
board in September 2018. He is a civil engineer with 36 years of experience. He
orders, whichever is earlier
started his career with IRCON International where he served in the projects
function for 26 years. His appointment meets all statutory requirements.
Q2
THE NEW INDIA
29-Sep-2021 AGM Management statements, and directors’ report and audit reports For For No concerns identified, routine resolution.
ASSURANCE COMPANY LTD.
Q2
Mukund M. Chitale & Co. And Kailash Chand Jain & Co. Were appointed as joint
Approve remuneration of Rs. 7.5 mn for FY22 to
statutory auditors in FY21 by the Comptroller & Auditor General of India. The
THE NEW INDIA Mukund M. Chitale & Co. and Kailash Chand Jain
29-Sep-2021 AGM Management For For company proposes to ratify the remuneration for FY22. The auditors were paid a
ASSURANCE COMPANY LTD. & Co. as statutory auditors, appointed by the
remuneration of Rs. 7. 5 mn in FY20 and FY21. The proposed remuneration of Rs.
Comptroller and Auditor General (C&AG) of India
7. 5 mn is reasonable compared to the size and scale of the company.
Q2
Atul Sahai, 59, is Chairperson and Managing Director. He has attended all the
THE NEW INDIA Reappoint Atul Sahai (DIN: 07542308) as Director
29-Sep-2021 AGM Management For For meetings held during FY21. He retires by rotation and his reappointment is in line
ASSURANCE COMPANY LTD. liable to retire by rotation
Dr. Ballaswamy, 60, has more than 35 years of experience in the Insurance Sector.
He assumed the charge of General Manager, The New India Assurance Co. Ltd.
Ratify the appointment of Dr. Ballaswamy (DIN: From 2019. As a General Manager he headed departments like Health, Motor,
THE NEW INDIA 08974130) as Executive Director from 1 December Rural and MicroInsurance. Remuneration in public sector enterprises is usually not
ASSURANCE COMPANY LTD. 2020 till the date of his superannuation on 30 June high, still we expect PSU’s to disclose the proposed appointment terms and
2021 proposed remuneration to its shareholders through the AGM notice. Dr.
Ballaswamy was appointed for a three-year period or till the date of his
superannuation on 30 June 2021, whichever was earlier.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Susmita Mukherjee, 60, has more than 35 years of experience in the Insurance
Sector. She joined as General Manager and Director of The New India Assurance
Ratify the appointment of Ms. Susmita Mukherjee
Company Ltd from December 2020. Remuneration in public sector enterprises is
THE NEW INDIA (DIN 07870360), as Executive Director from 1
29-Sep-2021 AGM Management For For usually not high, still we expect PSU’s to disclose the proposed appointment terms
ASSURANCE COMPANY LTD. December 2020 till the date of her superannuation
and proposed remuneration to its shareholders through the AGM notice. Sushmita
on 31 December 2020
Mukherjee was appointed for a three-year period or till the date of her
superannuation on 31 December 2020, whichever was earlier.
Q2
Satyajit Tripathy, 57, joined GIC of INDIA in March 1988 as a direct recruit
Appoint Satyajit Tripathy (DIN 08681994) as officer. He was Chief Investment Officer of GIC from 2015-18. He was promoted
THE NEW INDIA
29-Sep-2021 AGM Management Executive Director from 6 August 2021 till the date For For as General Manager in 2019. Remuneration in public sector enterprises is usually
ASSURANCE COMPANY LTD.
of his superannuation on 29 February 2024 not high, still we expect PSU’s to disclose the proposed appointment terms and
proposed remuneration to its shareholders through the AGM notice.
Q2
29-Sep-2021 DALMIA BHARAT LTD. AGM Management For For
Approve final dividend of Rs. 1.33 per share of face The total dividend outflow for FY21 is Rs. 250 mn and pay out ratio is 100%of
Q2 value Rs.2.0 each standalone and 2% of consolidated profits.
Yadu Hari Dalmia, 74, is a part of the promoter family and was Managing Director
Reappoint Yadu Hari Dalmia (DIN: 00009800) as
of the company (pre-merger) for seven years. He retires by rotation and during
29-Sep-2021 DALMIA BHARAT LTD. AGM Management Non-Executive Non- Independent Director, liable to For For
FY21 attended 4 of 5 board meetings. His reappointment is in line with statutory
retire by rotation
Q2 requirements.
The company proposes to appoint Walker Chandiok & Co as statutory auditor of

the company from the conclusion of the FY21 AGM. They will replace S. S.
Kothari Mehta & Company who have completed ten years of tenure with the
Appoint Walker Chandiok & Co LLP as statutory
company. Their appointment is in line with statutory requirements. As per
29-Sep-2021 DALMIA BHARAT LTD. AGM Management auditors for five years from FY22 and fix their For For
Regulation 36(5) of SEBI’s LODR 2015, companies are mandated to disclose the
terms of appointment/ reappointment of auditors, including the remuneration
payable to them. The company has not made any disclosures on the proposed audit
fees. During FY21, audit fee paid to S. S. Kothari Mehta was Rs. 20. 0 mn.
Q2
Approve continuation of Yadu Hari Dalmia (DIN: Yadu Hari Dalmia will attain 75 years of age in June 2022. Amendments in SEBI’s
00009800) as Non-Executive Non- Independent LODR require directors having attained the age of 75 to be approved by
Director upon attaining the age of 75 years, liable to shareholders through a special resolution. We do not consider age to be a criterion
retire by rotation for board memberships. His continuation is in line with statutory requirements.
Q2
Approve continuation of Virendra Singh Jain (DIN:
00253196) as Independent Director upon attaining Only the tenure of association with the company does not necessarily compromise
the age of 75 years till completion of his tenure on indepedence of the any director. Hence voting in favour.
Q2 14 October 2023

Proposed incease in remuneration is in line with improvement in fiancial and
minimum remuneration to Gautam Dalmia (DIN
29-Sep-2021 DALMIA BHARAT LTD. AGM Management For For operating performance of the company as well as other top management of other
00009758), Managing Director, for two years from
cement companies.
30 October 2021, in excess of regulatory thresholds
Q2
minimum remuneration to Puneet Yadu Dalmia Proposed incease in remuneration is in line with improvement in fiancial and
29-Sep-2021 DALMIA BHARAT LTD. AGM Management (DIN 00022633), Managing Director, for two years For For operating performance of the company as well as other top management of other
from 30 October 2021, in excess of regulatory cement companies.
Q2 thresholds
29-Sep-2021 EMAMI LTD. AGM Management For For
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Confirm payment of two interim dividends
The total dividend payout for FY21 aggregates to Rs 3. 6 bn. The dividend payout
29-Sep-2021 EMAMI LTD. AGM Management aggregating to Rs. 8 per share of face value Rs 1.0 For For
ratio for FY21 is 74. 8%.
Q2 each
Harsha Vardhan Agarwal, 45, is part of the promoter group and Whole-Time
Reappoint Harsha Vardhan Agarwal (DIN: Director of the company. He attended all four board meetings held in FY21. He
00150089) as Director liable to retire by rotation retires by rotation. Promoter member in board is high which we have suggested
Q2 them to rationalize.
A. V. Agarwal, 46, is part of the promoter group and non - executive director of the
Reappoint A. V. Agarwal (DIN: 00149717) as
29-Sep-2021 EMAMI LTD. AGM Management For For company. He attended all four board meetings held in FY21. He retires by rotation.
Promoter member in board is high which we have suggested them to rationalize.
Q2
R. S. Goenka, 74, is part of the promoter group and Whole-Time Director of the
company. He attended all four board meetings held in FY21. He retires by rotation
Reappoint R. S. Goenka (DIN: 00152880) as and his reappointment is in line with all statutory requirements. We raise concerns
Director liable to retire by rotation over there being eight family members on the board. Even so, we support R. S.
Goenka’s reappointment because he is the company’s co-founder (first-generation
Q2 promoter).
Mohan Goenka, 48, is part of the promoter group. He was paid Rs. 13. 0 mn in
Reappoint Mohan Goenka (DIN: 00150034) as FY21, which amounted to 37. 5x the median employee remuneration. His proposed
29-Sep-2021 EMAMI LTD. AGM Management Whole Time Director for a period of five years from For For pay of Rs. 14. 2 mn is line with the size of the company and comparable to that paid
15 January 2021 and fix his remuneration to peers in the industry. Promoter member in board is high which we have
Q2 suggested them to rationalize.
Harsha Vardhan Agarwal, 45, is part of the promoter group. He was paid Rs. 12. 1
Reappoint Harsha Vardhan Agarwal (DIN:
mn in FY21, which amounted to 35. 0x the median employee remuneration. His
00150089) as Whole Time Director for a period of
29-Sep-2021 EMAMI LTD. AGM Management For For proposed pay of Rs. 13. 4 mn is line with the size of the company and comparable
five years from 15 January 2021 and fix his
to that paid to peers in the industry. Promoter member in board is high which we
remuneration
Q2 have suggested them to rationalize.
Sushil Kumar Goenka, 65, is part of the promoter family. The company proposes to
reappoint him as MD for a period of five years. He was paid Rs. 14. 1 mn in FY21,
Reappoint Sushil Kumar Goenka (DIN: 00149916) which amounted to 40. 8x the median employee remuneration. His proposed pay of
29-Sep-2021 EMAMI LTD. AGM Management as Managing Director for a period of five years from For For Rs. 17. 2 mn is line with the size of the company and comparable to that paid to
1 June 2021 and fix his remuneration peers in the industry. Notwithstanding, we raise concerns over there being eight
family members on the board. Even so, we support the Sushil Kumar Goenka’s
reappointment because he is the company’s Managing Director.
Q2
Ratify remuneration of Rs.165,000 payable to V. K. The total remuneration proposed to be paid to the cost auditor is reasonable
Q2 Jain & Co. as cost auditors for FY22 compared to the size and scale of the company’s operations.
29-Sep-2021 FINOLEX CABLES LTD. AGM Management For For
To declare final dividend of Rs.5.5 per share of face The total dividend outflow for FY21 is Rs. 0. 8 bn. The dividend payout ratio is 29.
Q2 value Rs.2.0 7%.
Padmanabh R Barpande, 73, is B. Com, LLB and F. C. A and was an audit partner
with Deloitte Haskins & Sells, Chartered Accountants, Mumbai and retired after
Appoint Padmanabh R Barpande [DIN: 00016214]
practicing for more than 30 years. He has attended all the meetings held during his
29-Sep-2021 FINOLEX CABLES LTD. AGM Management as Director liable to retire by rotation from 30 For For
tenure. His appointment is in line with statutory requirements. Padmanabh
September 2020
Barpande is being appointed Independent Director through resolution #8: under
regulations, Independent Directors not liable to retire by rotation.
Q2
Avinash S Khare, 67, holds a bachelor’s degree in Commerce and professional
degree as ACMA (I. C. W. A) from Indian Institute of Cost Accountant (ICA). He
Appoint Avinash S Khare [DIN: 06759588] as was the Chief Financial Officer (CFO) of Kalyani Forge Ltd. He has attended all
29-Sep-2021 FINOLEX CABLES LTD. AGM Management Director liable to retire by rotation from 30 For For the meetings held during his tenure. His appointment is in line with the statutory
September 2020 requirements. Avinash Khare is being appointed Independent Director through
resolution #9: under regulations, Independent Directors not liable to retire by
Q2 rotation.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Firoza F Kapadia, 35, graduated in Commerce from Jai Hind College and has
completed her bachelor’s in law from KC Law College, Mumbai. She is a lawyer
practicing since over a decade. She has worked with J Sagar Associates (JSA) and
Appoint Firoza F Kapadia [DIN: 08899561] as
has a diverse dispute resolution and litigation practice. She has attended all the
29-Sep-2021 FINOLEX CABLES LTD. AGM Management Director liable to retire by rotation from 30 For For
meetings held during her tenure. Her appointment is in line with statutory
September 2020
requirements. Firoza Kapadia is being appointed Independent Director through
resolution #10: under regulations, Independent Directors not liable to retire by
Q2 rotation.
Prasad M Deshpande is aged 68 years’ and is Bachelor of Engineering (Electronics

Appoint Prasad M Deshpande [DIN: 00040587] as & Telecommunication) and was working with Finolex Cables Limited from
29-Sep-2021 FINOLEX CABLES LTD. AGM Management Director liable to retire by rotation from 30 For For October 1994 to May 2020 and was designated as Sr. Vice President (Works) at the
September 2020 time of his retiring from the Company. He has attended all the meetings held during
his tenure. His appointment is in line with the statutory requirements.
Q2
Sunil Upmanyu, 55, has been associated with the company for lover twenty years
and was President – Optic Fiber before his appointment to the board. For 6 months
of FY21 he drew a remuneration of Rs. 3. 24 mn. His current fixed remuneration
Appoint Sunil Upmanyu [DIN: 06447016] as
terms are at Rs 4. 7 mn: in addition to this he is eligible for other benefits such as
Executive Director liable to retire by rotation from
29-Sep-2021 FINOLEX CABLES LTD. AGM Management For For retirals, bonus, gratuity and superannuation, and variable performance linked
30 September 2020 on his existing remuneration
incentives. We expect companies to cap the variable compensation (bonus) payable
terms
to directors, and disclosure the performance metrics that determine variable pay.
Further, while disclosed in the notice, the company should have sought shareholder
approval for his remuneration and provided the term of his appointment.
Q2
Padmanabh R Barpande, 73, is B. Com, LLB and F. C. A and was an audit partner
with Deloitte Haskins & Sells, Chartered Accountants, Mumbai and retired after
practicing for more than 30 years. The company proposes to appoint him as an
Appoint Padmanabh R Barpande [DIN: 00016214]
Independent Director for five years. Since he will attain the age of 75 during the
29-Sep-2021 FINOLEX CABLES LTD. AGM Management as Independent Director for five years from 30 For For
proposed tenure, his appointment is being sought through a special resolution.
September 2020
Independent directors are not liable to retire by rotation under regulations; yet the
company has appointed Padmanabh Barpande as a director liable to retire by
rotation through resolution #3.
Q2
Avinash S Khare, 67, holds a bachelor’s degree in Commerce and professional
degree as ACMA (I. C. W. A) from Indian Institute of Cost Accountant (ICA). He
Appoint Avinash S Khare [DIN: 06759588] as was the Chief Financial Officer (CFO) of Kalyani Forge Ltd. The company
29-Sep-2021 FINOLEX CABLES LTD. AGM Management Independent Director for five years from 30 For For proposes to appoint him as an Independent Director for five years. Independent
September 2020 directors are not liable to retire by rotation under regulations; yet, the company has
appointed Avinash Khare as a director liable to retire by rotation through resolution
Q2 #4.
Firoza F Kapadia, 35, graduated in Commerce from Jai Hind College and has
completed her bachelor’s in law from KC Law College, Mumbai. She is a lawyer
Appoint Firoza F Kapadia [DIN: 08899561] as practicing since over a decade. She has worked with J Sagar Associates (JSA) and
29-Sep-2021 FINOLEX CABLES LTD. AGM Management Independent Director for five years from 30 For For has a diverse dispute resolution and litigation practice. The company proposes to
September 2020 appoint her as an Independent Director for five years. Independent directors are not
liable to retire by rotation under regulations; yet, the company has appointed Firoza
Kapadia as a director liable to retire by rotation through resolution #5.
Q2
Approve remuneration of Rs. 550,000 for Joshi The total remuneration proposed is reasonable compared to the size and scale of the
Q2 Apte & Associates as cost auditors for FY22 company’s operations.
Finolex Cables Ltd seeks to issue Non-Convertible Debentures (NCDs) on private

placement basis. The debentures will be issued in one or more tranches during year.
Approve private placement of non-convertible The board will be empowered to determine when the NCDs will be issued, the
debentures (NCDs) aggregating Rs.1.5 bn consideration, redemption period, coupon rate applicable and utilisation of the issue
proceeds. The issuance of debentures on private placement basis will be within the
borrowing limit, which is currently Rs. 10. 0 bn.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Corning Finolex Optical Fibre Private Limited (CFOFPL) is 50:50 joint venture
between Finolex and Corning Ventures France SAS. The JV Agreement further
provides that for a similar volume of fibre, the company would get the lowest price
Approve purchase of optical fibre cables from
in India from CFOFPL as compared to any of its other customers. In FY21, total
Corning Finolex Optical Fibre Private Limited (a
29-Sep-2021 FINOLEX CABLES LTD. AGM Management For For revenue of the JV was Rs. 1. 6 bn (FY20: Rs. 1. 5 bn). With prices being extremely
related party) upto Rs. 350 mn or 1.0 mn KM fibre
low, the JV made a net loss of Rs 2. 4 mn after taxes. Against a net loss after taxes
quantity, whichever is higher
of Rs. 3. 0 mn during FY20. In FY21 the amount of transactions with CFOFPL was
42. 1 mn (FY20: Rs. Nil). The proposed transaction is in the ordinary course of
business.
Q2
29-Sep-2021 M O I L LTD. AGM Management For For We have relied upon the auditors’ report which has not raised any major red flags.
Q2 31 March 2021
The company proposes final dividend of Rs. 4. 9 per share for FY21. The total
29-Sep-2021 M O I L LTD. AGM Management For For dividend outflow for FY21 will be Rs. 1. 16 bn and the dividend payout ratio is 65.
of face value Rs. 10.0 each for FY21
Q2 5% of PAT.
Rakesh Tumane, 51, is Director (Finance) at MOIL. He attended 100% (5 out of 5)
Reappoint Rakesh Tumane (DIN: 06639859) as
29-Sep-2021 M O I L LTD. AGM Management For For board meetings in FY21. He is liable to retire by rotation and his reappointment
PVV Patnaik, 58, is Director (Commercial) at MOIL. He attended 100% (4 out of

4) board meetings in FY21. He is liable to retire by rotation and his appointment
Appoint PVV Patnaik (DIN: 08734778) as Director, meets all statutory requirements. While we support his appointment, we understand
29-Sep-2021 M O I L LTD. AGM Management For For
liable to retire by rotation, from 1 August 2020 that shareholder approval for his continuation should have been sought in the
previous AGM: PVV Patnaik was appointed in April 2020 with effect from 1
August 2020, and the company held its 2020 AGM on 29 September 2020.
Q2
The Comptroller & Auditor General of India (C&AG) appointed Demble Ramani &
Co as the statutory auditor for FY22. As per Section 142 of the Companies Act,
2013, shareholder approval is required to authorize the board to fix the
remuneration of statutory auditors at appropriate level. The total audit fee paid in
29-Sep-2021 M O I L LTD. AGM Management auditors to be appointed by the Comptroller and For For
FY21 of Rs. 0. 45 mn is commensurate with the size and complexity of the
company; we expect audit fees in FY22 to be in same range. The company has not
disclosed the audit fees payable in FY22 which is a mandatory requirement under
Regulation 36 (5) of SEBI’s LODR.
Q2
Approve remuneration of Rs.160,000 for Pathak The remuneration to be paid to the cost auditor is reasonable compared to the size
29-Sep-2021 M O I L LTD. AGM Management For For
Paliwal & Co. as cost auditors for FY22 and scale of the company’s operations.
Q2
MAX HEALTHCARE Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
INSTITUTE LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
Ms. Ananya Tripathi, 36, is the nominee of Kayak Investments Holding Pte. Ltd
Reappoint Ms. Ananya Tripathi (DIN-08102039) as which is part of promoter group and held 47. 2% stake in the company on 30 June
MAX HEALTHCARE
29-Sep-2021 AGM Management Non-Executive Non-Independent Director liable to For For 2021. She attended 100% (4/4) of the board meetings held during her tenure in
INSTITUTE LTD.
retire by rotation FY21. She retires by rotation and her reappointment is in line with statutory
Q2 requirements.
MAX HEALTHCARE Approve remuneration of Rs. 572,000 to Chandra The total remuneration proposed to be paid to the cost auditors in FY21 is
INSTITUTE LTD. Wadhwa & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
Ms. Harmeen Mehta, 46, is the Chief Digital and Innovation Officer at BT Group
Plc. She has done Artificial Intelligence from Massachusetts Institute of Technology
Appoint Ms. Harmeen Mehta (DIN: 02274379) as
MAX HEALTHCARE and holds HBS Core Certificate in Business Analytics, Economics for Managers
INSTITUTE LTD. and Financial Accounting from Harvard University. She has held various senior
24 May 2021
leadership roles in IT in companies like Bank of America, BBVA and Bharti Airtel.
Her appointment is in line with statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Given the competitive business environment, stringent accounting standards,

Approve payment of commission of Rs. 2.6 mn p.a.
corporate governance norms and consequent increase in the responsibilities, the
MAX HEALTHCARE to each Independent Director w.e.f. 1 October 2021
29-Sep-2021 AGM Management For For company proposes to pay a commission of Rs. 2. 6 mn p. A. To each of its
INSTITUTE LTD. for their remaining tenure or three years whichever
Independent Directors for the remainder of their tenure or three years whichever is
is earlier
earlier. The commission of Rs. 2. 6 mn is judicious given the size of the company.
Q2
We have relied upon the auditors’ report, which has drawn attention to the non-
sharing of convenience charges earned on online ticket booking, revenue from
supply of food from base kitchens not charged to revenue, the matter of increase in
license fee by 15. 5% which is sub-judice, certain tax related issues and a large
INDIAN RAILWAY number of legacy debit & credit balances which are pending for confirmation &
29-Sep-2021 CATERING AND TOURISM AGM Management For For reconciliation. Except for these matters, the auditors are of the opinion that the
31 March 2021
CORPORATION LTD. financial statements are prepared in accordance with the generally accepted
accounting principles. We raise concerns that the board and audit committee of the
company do not comprise any independent directors and is not in line with
regulations. However, we note that the financial statements have been reviewed by
the Comptroller & Auditor General of India.
Q2
INDIAN RAILWAY
29-Sep-2021 CATERING AND TOURISM AGM Management For For
face value Rs. 10.0 each 1%.
CORPORATION LTD.
Q2
Neeraj Sharma, 57, is Executive Director of Passenger Marketing, Railway Board
and a nominee of the Government. He attended 83% (5/6) board meetings held
INDIAN RAILWAY
Reappoint Neeraj Sharma (DIN:08177824) as during FY21. He retires by rotation and his reappointment is in line with the
29-Sep-2021 CATERING AND TOURISM AGM Management For For
nominee director, liable to retire by rotation statutory requirements. As a representative of the government, we expect Neeraj
CORPORATION LTD.
Sharma to ensure IRCTC’s board composition is compliant with regulations: there
are no independent directors on the board currently.
Q2
appropriate level. The total audit fee of Rs. 2. 4 mn in FY21 is commensurate with
INDIAN RAILWAY Authorise the board to fix the remuneration of
the size and complexity of the company: we expect audit fees in FY22 to be in same
29-Sep-2021 CATERING AND TOURISM AGM Management statutory auditors for FY22 appointed by the For For
range. The company has not disclosed the audit fees payable in FY22 which is a
CORPORATION LTD. Comptroller and Auditor-General of India (CAG)
mandatory requirement under Regulation 36 (5) of SEBI’s LODR. While we
understand that the company may be awaiting communication from C&AG
regarding auditor remuneration, we believe that since IRCTC is a listed company, it
must disclose the proposed auditor remuneration to shareholders.
Q2
In order to comply with the guidelines on Capital Restructuring of Central Public
Sector Enterprises issued by the Department of Investment and Public Asset
INDIAN RAILWAY Approve the sub-division of equity shares from one
Management (DIPAM), Ministry of Finance, the company has proposed a sub-
29-Sep-2021 CATERING AND TOURISM AGM Management share of face value Rs. 10.0 per share to five shares For For
division of one share of face value of Rs. 10. 0 each into five shares of face value of
CORPORATION LTD. of face value Rs. 2.0 per share
Rs. 2. 0 each. The sub-division will improve the liquidity of IRCTC’s shares in the
market and make it affordable to small investors.
Q2
INDIAN RAILWAY Approve alteration to Capital Clause of
Capital Clause (Clause V) of the Memorandum of Association (MoA). The altered
29-Sep-2021 CATERING AND TOURISM AGM Management Memorandum of Association (MoA) to For For
MoA will reflect the proposed authorized share capital of Rs. 2. 5 bn divided into 1.
CORPORATION LTD. accommodate the sub-division of equity shares
25 bn equity shares of face value Rs. 2. 0 each.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has drawn attention to the Scheme
of amalgamation between the company and its fellow subsidiaries i. E. RHI India
Private Limited and RHI Clasil Private Limited, approved by the NCLT with 31
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management For For July 2018 set as the appointed date. However, a clause in the scheme requires
accounting treatment to be carried from the beginning of the preceding year. Except
for these issues, the auditors are of the opinion that the financial statements are
Q2
To declare final dividend of Rs. 2.5 per share on
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management For For value Re. 1. 0 for the year ended 31 March 2021. The total dividend outflow for
face value Re. 1.0
Q2 FY21 is Rs. 300. 3 mn. The dividend payout ratio is 22. 1%.
Erwin Jankovits, 50, is Senior Vice President, Head of M&A, Corporate
Reappoint Erwin Jankovits (DIN-07089589) as Development at RHI Magnesita, Austria. He attended 75% (3/4) board meetings
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management For For
Director held in FY21. He is liable to retire by rotation and his reappointment is in line with
Nazim Sheikh, 66, is the former Managing Director of Sandur Manganese & Iron
Appoint Nazim Sheikh (DIN: 00129923) as
Ores Ltd. , (SMIORE). He holds a bachelors degree in Metallurgy and has over 44
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management Independent Director for a period of five years till 3 For For
years’ experience in the mining industry. His appointment is in line with statutory
November 2020
Q2 requirements.
RVS Rudraraju, 51, has been associated with Clasil Refractories, a family-owned
Appoint RVS Rudraraju (DIN: 00425640) as business since 2006. Under his leadership, the company entered into a joint venture
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management Director liable to retire by rotation, from 25 June For For with RHI AG and subsequently merged with RHI Magnesita India Limited. He will
2021 be liable to retire by rotation and his appointment is in line with statutory
Q2 requirements.
RVS Rudraraju’s estimated FY22 remuneration at Rs. 20. 3 mn is commensurate

with the size and scale of his responsibilities. He is a professional whose skills carry
Appoint RVS Rudraraju (DIN: 00425640) as Whole-
market value. We expect the board to be judicious while deciding on his
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management time Director for a period of five years from 25 June For For
remuneration. The board has capped all components of his pay – fixed and variable.
Notwithstanding, the board must consider disclosing performance metrics that will
determine his variable pay.
Q2
Following the merger of RHI India Private Limited (RHI India) and RHI Clasil
Private Limited (RHI Clasil) with the company in May 2019, certain shareholders
of RHI Clasil had provided an undertaking to not transfer shares beyond certain
Approve waiver and termination of voluntary lock-
limits set out in the scheme. The lock-in restrictions would fall away in the event the
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management in obligations of certain shareholders of the For For
closing price of the shares fell below Rs. 124 on any given day. The company now
company
proposes to waive off the lock-in period requirements and terminate the obligations
of the locked-in shareholders. Given that the lock-in was voluntary, the waiver will
not be prejudicial to the interests of minority shareholders.
Q2
Approve remuneration of Rs. 75,000 for K G Goyal The total remuneration proposed is reasonable compared to the size and scale of the
29-Sep-2021 RHI MAGNESITA INDIA LTD. AGM Management For For
& Associates as cost auditors for FY22 company’s operations. Rom 1 April 2015 to 31 March 2016. Teels Ltd.
Q2
We have relied upon the auditors’ report, which has raised emphasis on non-
recognition of right of use asset for land license fees payable to Indian Railways and
on pending confirmation and reconciliation of certain balances in standalone
financial statements. The auditors have raised several additional emphases of
matters for pending confirmation and reconciliation of balances, unspent CSR
CONTAINER CORPN. OF Adoption of standalone and consolidated financial
29-Sep-2021 AGM Management For For expenditure, income tax refund, etc. In consolidated financial statements. The
auditors of Concor Air Limited (wholly owned subsidiary) have identified material
weaknesses in the internal financial controls over financial reporting. We also raise
concerns that audit committee of the company is not compliant with regulations.
However, the financial statements are reviewed by the Comptroller & Auditor
General of India (C&AG).
Q2
CONTAINER CORPN. OF The total dividend outflow for FY21 is Rs. 3,046. 5 mn and the dividend payout
29-Sep-2021 AGM Management and declare final dividend of Rs. 2.0 (face value of For For
INDIA LTD. ratio is 60. 5% of standalone PAT.
Q2 Rs. 5.0) for FY21
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Rahul Mithal, 54, is Director (Projects and Services) at Container Corporation of
India Limited and has been associated with Indian Railways for over two decades.
CONTAINER CORPN. OF Reappoint Rahul Mithal (DIN: 07610499) as
29-Sep-2021 AGM Management For For He attended 83% board meetings held in FY21 (5/6) and 90% board meetings held
INDIA LTD. Director, liable to retire by rotation
in last three years (18/20). He retires by rotation and his reappointment is in line
Manoj Kumar Dubey, 51, is Director (Finance) and CFO of the company. He
CONTAINER CORPN. OF Reappoint Manoj Kumar Dubey (DIN: 07518387)
29-Sep-2021 AGM Management For For attended 100% board meetings held in FY21 (6/6). He retires by rotation and his
INDIA LTD. as Director, liable to retire by rotation
S. N. Nanda & Co. Were appointed as the statutory auditors for FY21 by the
Comptroller & Auditor General of India (C&AG). The appointment of the Statutory
Auditors for FY22 are yet to be made by the C&AG. As per Section 142 of the
To take note of the appointment of S. N. Nanda & Companies Act, 2013, shareholder approval is required to authorize the board to fix
CONTAINER CORPN. OF Co. as statutory auditors by the C&AG for FY21 the remuneration of statutory auditors at appropriate level. The company has not
INDIA LTD. and authorize the board to fix the remuneration of disclosed the proposed audit fees. The statutory auditors were paid Rs. Rs. 1. 6 mn
statutory auditors and branch auditors in FY21 (excluding fees for tax audits, reimbursements, fees for other services)
which is reasonable considering the size of the company in FY21 which is
commensurate with the size and complexity of the company: we expect audit fees in
FY22 to be in same range.
Q2
Manoj Singh, 54, is Executive Director Traffic Transportation (Freight) of the
Railway Board and was previously Advisor (Transport) to the Planning
Appoint Manoj Singh (DIN: 08898995) as Nominee Commission and NITI Aayog. His appointment is in line with the statutory
CONTAINER CORPN. OF
29-Sep-2021 AGM Management Director of Government of India from 30 September For For requirements. As a representative of the Ministry of Railways (Government), we
INDIA LTD.
2020, liable to retire by rotation expect Manoj Singh to ensure that the board composition is compliant with
regulations: there is only one independent director on the board currently (out of
Q2 eight directors).
Rajesh Argal, 59, is presently Additional Member (Planning) at Railway Board and
is responsible for planning and budgeting of Railway Infrastructure projects. He is
the coordinator for National Infrastructure Pipeline Projects at the Railway Board.
Appoint Rajesh Argal (DIN: 09171980) as
CONTAINER CORPN. OF He has been associated with Indian Railways for over 35 years. His appointment is
29-Sep-2021 AGM Management Nominee Director of Government of India from 13 For For
INDIA LTD. in line with the statutory requirements. As a representative of the Ministry of
May 2021, liable to retire by rotation
Railways (Government), we expect Rajesh Argal to ensure that the board
composition is compliant with regulations: there is only one independent director on
the board currently (out of eight directors).
Q2
Adoption of standalone and consolidated financial financial statements are in accordance with generally accepted accounting policies
29-Sep-2021 ENGINEERS INDIA LTD. AGM Management For For
statements for the year ended 31 March 2021 and Indian Accounting Standards (IND-AS). We raise concerns that audit
statements are reviewed by the Comptroller & Auditor General of India (C&AG).
Q2
With an interim dividend of Rs. 1. 4 per share, the total dividend for the year is Rs.
2. 0 per share. The total dividend outflow for FY21 is Rs. 1,124. 1 mn and the
dividend payout ratio is 43. 3% of standalone PAT. The dividend distribution policy
29-Sep-2021 ENGINEERS INDIA LTD. AGM Management For For specifies a payout ratio of 30% of net profits or 5% of networth, whichever is
(face value of Rs. 5.0) for FY21
higher. The company bought back 69. 9 mn shares at Rs. 84. 0 per share
(aggregating to Rs. 5,869. 0 mn). The total payout, including buyback is 269. 5% of
standalone post-tax profits.
Q2
Sanjeev Kumar Handa, 58, has been associated with the company since 1983 and
Reappoint Sanjeev Kumar Handa (DIN: 07223761) has been on the board since March 2019. He is the Director (Projects) at Engineers
29-Sep-2021 ENGINEERS INDIA LTD. AGM Management For For
as Director, liable to retire by rotation India Limited. He attended 100% board meetings held in FY21 (7/7) He retires by
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Bollavaram Nagabhushana Reddy, 55, is an IFS officer and is presently the Joint
Secretary, Ministry of Petroleum & Natural Gas. He attended 100% board meetings
Reappoint Bollavaram Nagabhushana Reddy (DIN: held in FY21 (7/7). He retires by rotation and his reappointment is in line with the
29-Sep-2021 ENGINEERS INDIA LTD. AGM Management 08389048) as Nominee Director of Government of For For statutory requirements. As a representative of the Ministry of Petroleum & Natural
India, liable to retire by rotation Gas (Government), we expect Bollavaram Nagabhushana Reddy to ensure that the
board composition is compliant with regulations: there is only one independent
director on the board currently (out of seven directors).
Q2
Authorize the board to fix remuneration of statutory N. K. Bhargava & Co are appointed as the statutory auditors of the company by the
29-Sep-2021 ENGINEERS INDIA LTD. AGM Management auditors to be appointed by the Comptroller and For For C&AG at a remuneration of Rs. 1. 5 mn for FY22, which is comparable to the audit
Auditor General (C&AG) of India for FY22 fees paid in FY21.
Q2
Ms. Vartika Shukla, 55, has been associated with the company since 1988. She has
been on the board since August 2020 as Director (Technical). She has over 33 years
of experience in the fields of refining, gas processing, petrochemicals, fertilizers
Appoint Ms. Vartika Shukla (DIN: 08777885) as
etc. She attended all six board meetings held since her appointment in August 2020.
Chairperson and Managing Director from 1
Her appointment is in line with statutory requirements. Ms. Vartika Shukla’s
29-Sep-2021 ENGINEERS INDIA LTD. AGM Management September 2021 till her superannuation on 28 For For
proposed remuneration is not disclosed: as Director (Technical), her remuneration
February 2026 or till further Government order,
aggregated Rs. 3. 73 mn for the 8 months of her appointment in FY21.
which is earlier
Remuneration in public sector enterprises is usually not high. As a good practice,
we expect PSE’s to disclose the terms of appointment including tenure and
Q2
Through the transaction, the company proposes to amalgamate GPIL, which houses
Approve amalgamation of GMR Power Infra some of the power business, with GIL and then demerge the non-airport business
Limited (GPIL), a wholly owned subsidiary, with consisting of EPC, Urban Infrastructure etc. To GPUIL. New shares will be issued
GMR Infrastructure Limited (GIL) and demerger of to shareholders of GIL such that there is mirror shareholding in GPUIL and GPUIL
G M R INFRASTRUCTURE
29-Sep-2021 NCM Management non-airport business of GMR Infrastructure Limited For For will be subsequently listed. The demerger of the non-airport business will make
LTD.
to GMR Power and Urban Infra Limited (GPUIL) GIL a pure-play airport business. The scheme will help in segregating different
with mirror shareholding which will be businesses having different capital structure and operating models. The valuations
subsequently listed for both businesses will be driven by market forces and investors will have the
flexibility to stay invested in businesses that suit their investment philosophies.
Q2
and Indian Accounting Standards (IND-AS). We raise concerns that the board and
Adoption of standalone and consolidated financial audit committee of the company do not comprise any independent directors and is
29-Sep-2021 N H P C LTD. AGM Management For For
statements for the year ended 31 March 2021 not in line with regulations. However, we note that the financial statements have
been reviewed by the Comptroller & Auditor General of India. Further, the
company had three statutory auditors. The board must provide clarity on how it
Q2
To confirm interim dividend of Rs. 1.25 and The total dividend for FY21 is Rs. 1. 60 per equity share, while the company paid a
29-Sep-2021 N H P C LTD. AGM Management approve final dividend of Re. 0.35 per share (face For For dividend of Rs. 1. 50 in FY20. The total dividend outflow is Rs. 16. 1 bn and the
Q2 value Rs. 10.0) for FY21 dividend payout ratio is 53. 5%.
Nikhil Jain, 59, is Director (Personnel) of NHPC and has served on the board for
Reappoint Nikhil Kumar Jain (DIN: 05332456) as
29-Sep-2021 N H P C LTD. AGM Management For For the past four years. He has attended all 11 meetings held in FY21. He retires by
Q2
Yamuna Kumar Chaubey, 58, Director (Technical) of NHPC and has served on the
Reappoint Yamuna Kumar Chaubey (DIN:
29-Sep-2021 N H P C LTD. AGM Management For For board for one year. He has attended all 11 meetings held in FY21. He retires by
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The Comptroller & Auditor General of India (C&AG) has appointed KG Somani &
Co LLP, Chaturvedi & Co. And P C Bindal & Co as statutory auditors for FY22.
As per Section 142 of the Companies Act, 2013, shareholder approval is required to
authorize the board to fix the remuneration of statutory auditors at appropriate level.
Authorise the board to fix the remuneration of joint The total audit fee of Rs. 7. 3 mn in FY21 is commensurate with the size and
29-Sep-2021 N H P C LTD. AGM Management statutory auditors for FY22 appointed by the For For complexity of the company: we expect audit fees in FY22 to be in same range. The
Comptroller and Auditor-General of India (CAG) company has not disclosed the audit fees payable in FY22 which is a mandatory
requirement under Regulation 36 (5) of SEBI’s LODR. While we understand that
the company may be awaiting communication from C&AG regarding auditor
remuneration, we believe that since NHPC is a listed company, it must disclose the
proposed auditor remuneration to shareholders.
Q2
Rajendra Prasad Goyal, 56, has over 32 years of experience in NHPC Limited. Prior
to taking over as Director (Finance), he was working as Chief General Manager
(Finance), and heading the Corporate Accounts & Policy, Taxation, Banking,
Establishment and Investor Relations sections. Rajendra Prasad Goyal is being
Appoint Rajendra Prasad Goyal (DIN: 08645380)
appointed from 1 October 2020 till his superannuation on 31 August 2025 or till
29-Sep-2021 N H P C LTD. AGM Management as Director (Finance) from 1 October 2020, liable to For For
further orders are received, whichever is earlier. His remuneration terms are not
retire by rotation
disclosed. As a good practice, we expect public sector enterprises (PSEs) to
disclose the terms of appointment including tenure and proposed remuneration to its
shareholders through the AGM notice. Notwithstanding, remuneration in PSEs is
generally not high. His appointment is in line with the statutory requirements.
Q2
Biswajit Basu, 57, has over 33 years of experience in the field of hydro power and
has been associated with NHPC since October 1987. As Director (Projects), he will
be in charge of all NHPC projects which are under construction and pre-
construction stages: including hydro as well as renewable energy projects. Biswajit
Appoint Biswajit Basu (DIN: 09003080) as Basu is being appointed from 1 January 2021 till his superannuation on 31
29-Sep-2021 N H P C LTD. AGM Management Director (Projects) from 1 January 2021, liable to For For December 2023 or till further orders are received, whichever is earlier. His
retire by rotation remuneration terms are not disclosed. As a good practice, we expect public sector
enterprises (PSEs) to disclose the terms of appointment including tenure and
Notwithstanding, remuneration in PSEs is generally not high. His appointment is in
Q2
The cost auditors are paid Rs. 75,000 per power station and Rs. 75,000 for
consolidation of cost audit reports of all the power stations by the Lead Cost
29-Sep-2021 N H P C LTD. AGM Management Ratify remuneration to cost auditors for FY21 For For Auditor and submission of consolidated cost audit report. The total remuneration
paid to the cost auditors in FY21 is reasonable compared to the size and scale of
Q2 operations.
The cost auditors are proposed to be paid Rs. 75,000 per power station and Rs.
75,000 for consolidation of cost audit reports of all the power stations by the Lead
29-Sep-2021 N H P C LTD. AGM Management Approve remuneration to cost auditors for FY22 For For Cost Auditor and submission of consolidated cost audit report. The total
remuneration proposed to be paid to the cost auditors in FY21 is reasonable
Q2 compared to the size and scale of operations.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
NHPC is engaged in the construction of seven hydro-electric projects and two solar
projects with an aggregate installed capacity of 5,999 MW which includes projects
implemented through subsidiaries/joint ventures. Further, projects of aggregate
installed capacity of 10,787. 1 MW on consolidated basis are under
clearance/approval stage. All additional projects are to be financed in debt-to-equity
ratio of 70:30 as per CERC norms. The tentative debt requirement for both ongoing
Increase borrowing limit to Rs. 400 bn from Rs. 300
29-Sep-2021 N H P C LTD. AGM Management For For projects and new projects up to 2031 will be approximately Rs. 500. 0 bn. NHPC
bn
had consolidated debt of Rs. 233. 7 bn on 31 March 2021, representing debt/equity
of 0. 7x and debt/EBITDA of 3. 5x for FY21. To fund its capex plans, it seeks
approval to increase borrowing limit to Rs. 400. 0 bn from Rs. 300. 0 bn. We
expect the company to be judicious while raising debt. NHPC is rated IND
AAA/Stable/IND A1+ which denotes the highest degree of safety regarding timely
servicing of financial obligations.
Q2
Creation of charge/mortgage on the assets of the The company will need to create charge on its assets to raise incremental debt:
29-Sep-2021 N H P C LTD. AGM Management For For
company secured debt usually carries a lower interest cost than unsecured debt.
Q2
We have relied upon the auditors’ report, which has raised emphasis of matters
regarding: (i) provision of Rs. 3. 2 bn towards loss allowance on outstanding trade
receivables for the FY21, pending completion of exercise of reconciliation of
balances arising out of counter claims, appropriation of remittances, disputed dues
and consequential re-assessment of overall provision required; (ii) settlement of
income tax disputes of Rs. 8. 4 bn under the Vivad Se Vishwas Scheme. (iii) True
up petition filed with CERC for the Tariff period 2014-19 - any adjustment arising
out of the same shall be considered in the books of accounts on receipt of order
from CERC. (iv) Rs. 1. 7 bn in considered on provisional basis under regulatory
Adoption of standalone and consolidated financial income pending filing of claims with the coal controller; (v) non-recognition of
29-Sep-2021 NLC INDIA LTD. AGM Management For For
statements for the year ended 31 March 2021 income of Deferred Tax Liability materialized for FY20 and FY21 pending
reconciliation and confirmation from beneficiaries- the amount is not presently
quantifiable. (vi) provisional settlement of Rs. 500. 0 mn by insurance companies
towards fire accident; (vii) Substantive issues raised by CERC relating to the
implementation of the impugned guidelines relating to existing lignite transfer
pricing and consequential adjustments if any, that may arise which are
unascertainable at this stage; (viii) impact of covid-19 on the financial statements.
Based on the auditors’ report, which is unqualified, the financial statements are in
accordance with generally accepted accounting policies and Indian Accounting
Standards (IND-AS).
Q2
The total dividend outflow for FY21 is Rs. 3. 5 bn. The dividend payout ratio is 33.
29-Sep-2021 NLC INDIA LTD. AGM Management share and approve final dividend of Rs. 1.5 of face For For
3%.
Q2 value Rs. 10.0 each for FY21
Shaji John, 58, is Director – Power. He attended 100% (6 out of 6) board meetings
Reappoint Shaji John (DIN 08418401) as Director,
29-Sep-2021 NLC INDIA LTD. AGM Management For For in FY21. He retires by rotation and his reappointment meets all statutory
Q2 requirements.
Appoint Dharmendra Pratap Yadav (DIN Dharmendra Pratap Yadav, 53, is an IAS officer and is presently the Principal
29-Sep-2021 NLC INDIA LTD. AGM Management 03392153) as Non-Executive Director, liable to For For Secretary to Government of Tamil Nadu, Energy Department. His appoint meets all
In addition to the remuneration of Rs. 400,000 (plus applicable taxes), out-of-

Ratify remuneration of Rs.400,000, with an pocket expenses at actuals will be restricted to 50% of the audit fee. An additional
additional fee of Rs. 25,000 for the new units fee of Rs. 25,000 (plus applicable taxes) for the new units commissioned, will also
29-Sep-2021 NLC INDIA LTD. AGM Management For For
commissioned, to cost auditors Dhananjay V. Joshi be payable to cost auditors Dhananjay V. Joshi & Associates for FY22. The total
& Associates for FY22 remuneration proposed to be paid to the cost auditors in FY22 is reasonable
Q2
29-Sep-2021 S J V N LTD. AGM Management For For financial statements are prepared in accordance with the generally accepted
accounting principles. The financial statements are reviewed by the Comptroller &
Q2 Auditor General of India.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Confirm interim dividend of Rs.1.8 per equity share Total dividend at Rs. 2. 2 per share remains unchanged from that paid in FY19 and
29-Sep-2021 S J V N LTD. AGM Management and declare final dividend of Rs. 0.4 per equity For For FY20. The total outflow on account of dividend is Rs. 8. 6 bn. The dividend payout
Q2 share of Rs.10 each is 52. 9% v/s 55. 5% in the previous year.
Akhileshwar Singh, 55, is Chief Financial Officer of the company since November
Reappoint Akhileshwar Singh [DIN 08627576], as 2019. He has been with SJVN since 1993. He has attended all 8 board meetings
29-Sep-2021 S J V N LTD. AGM Management For For
Director liable to retire by rotation held in FY21. He retires by rotation. His reappointment is in line with statutory
Q2 requirements.
Sushil Sharma, 53, is Executive Director (Electrical) of the company. He joined

Reappoint Sushil Sharma [DIN 08776440], as SJVN in 1994 as Asst Engineer. He was appointed to the board in August 2020. He
Director liable to retire by rotation has attended all 6 board meetings held since his appointment in FY21. He is liable
to retire by rotation. His reappointment is in line with statutory requirements.
Q2
Balwinder & Associates as cost auditors for FY22 reasonable compared to the size and scale of operations.
Q2
29-Sep-2021 THOMAS COOK (INDIA) LTD. AGM Management For For
Q2
Sumit Maheshwari, 38, is the Managing Director & Chief Executive Officer of
Reappoint Sumit Maheshwari (DIN: 06920646), as
Fairbridge, the promoters. He was appointed on the board in September 2018. He
29-Sep-2021 THOMAS COOK (INDIA) LTD. AGM Management a Non-Executive Non-Independent Director liable For For
has attended 100% (7 out of 7) board meetings held in FY21. He retires by rotation
Q2
Mahesh Iyer, 49, has been associated with Thomas Cook Group for over 25 years.
He has held multiple roles in the company including Head of Foreign Exchange,
Chief Operating Officer & Chief Executive Officer. He was appointed as ED and
CEO for five years from 29 May 2018 and his remuneration was subsequently
revised from September 2019 till May 2021. His remuneration is now being set as
Approve remuneration payable to Mahesh Iyer minimum remuneration in case of inadequate profits for the remainder of his term.
(DIN: 07560302) as Executive Director and Chief He was paid Rs. 20. 1 mn (including stock options) in FY21. His estimated
Executive Officer as minimum remuneration for remuneration is Rs. 33. 6 mn (including stock options) which is his minimum
two years from 29 May 2021 to 28 May 2023 remuneration. His remuneration is commensurate with his responsibilities and
experience. We expect remuneration will be in line with the payouts in the past and
will take into account the current difficulties the company is facing under the
COVID-19 pandemic. The NRC must cap variable pay and stock options in
absolute amounts and disclose performance metrics for the variable components of
remuneration.
Q2
Sharmila Karve, 56, is a Chartered Accountant with experience in audit, finance
Appoint Sharmila Karve (DIN:05018751) as an
and accounting. She is former Diversity and Inclusion head at PWC Global
29-Sep-2021 THOMAS COOK (INDIA) LTD. AGM Management Independent Director for five years from 29 May For For
Network. She retired from PWC in June 2019 after a career of more than 30 years
2021
with the firm. Her appointment meets all statutory requirements.
Q2
Appoint Gopalakrishnan Soundarajan Gopalakrishnan Soundarajan, 59, is the Managing Director at Hamblin Watsa
(DIN:05242795) as a Non-Executive Non- Investment Counsel Ltd. He is also former Chief Investment Officer of ICICI
Independent Director from 29 May 2021, liable to Lombard General Insurance Company Limited. He is liable to retire by rotation and
retire by rotation his appointment meets all statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has raised concerns regarding
material uncertainty related to going concern. The company has incurred losses of
Rs. 442. 3 bn for the year ended 31 March 2021 and the networth is negative Rs.
382. 3 bn. As at 31 March 2021, the total debt (including interest accrued but not
due and AGR liability) of the company stands at Rs. 1,867. 1 bn. The company’s
financial performance has impacted its ability to generate the cash flow that it needs
to settle / refinance its liabilities and guarantees, which along with its financial
condition is resulting in material uncertainty that casts significant doubt on the
29-Sep-2021 VODAFONE IDEA LTD. AGM Management For For company’s ability to make the payments mentioned and continue as a going
concern. The said assumption of going concern is dependent on its ability to raise
additional funds as required in line with the approval by the company’s board in its
meeting on 4 September 2020, successful negotiations with lenders on continued
support, refinancing of debts, monetisation of certain assets, outcome of the
modification application filed with the Supreme Court and clarity of the next
installment amount, acceptance of its deferment request by DoT and generation of
cash flow from its operations. The auditors’ conclusion is not modified in respect of
this matter.
Q2
Himanshu Kapania, 60, is Chairperson, Vodafone Idea Limited. He has been
Reappoint Himanshu Kapania (DIN: 03387441) as appointed as Chairperson in place of Kumar Mangalam Birla, who resigned from
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Non-Executive Non-Independent Director, liable to For For the board of the company on 4 August 2021. He is former Managing Director of
retire by rotation erstwhile Idea Cellular Ltd. He has attended all board meetings held in FY21. He
retires by rotation and his reappointment is in line with statutory requirements.
Q2
Ratify remuneration of Rs.1.2 mn payable to Sanjay The total remuneration proposed to be paid to the cost auditors is reasonable
29-Sep-2021 VODAFONE IDEA LTD. AGM Management For For
Gupta & Associates as cost auditors for FY22 compared to the size and scale of operations.
Q2
Sunil Sood, 60, is Former MD & CEO, Vodafone India Ltd. Prior to that he was
Appoint Sunil Sood (DIN: 01719511) as Non-
Group Commercial Director, AMAP & Group-Pesa. His appointment as Non-
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Executive Non-Independent Director from 24 For For
Executive Non-Independent Director, liable to retire by rotation, is in line with
February 2021
Diego Massidda, 56, is CEO, Vodafone Partner Markets. He has eighteen years of
Appoint Diego Massidda (DIN: 01719511) as Non- telecommunication experience at CEO level, managing wireline, TV and wireless
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Executive Non-Independent Director from 24 For For businesses Prior to this he was CEO, Vodafone Hungary. His appointment as Non-
February 2021 Executive Non-Independent Director, liable to retire by rotation, is in line with
Appoint Sushil Agarwal (DIN: 00060017) as Non- Sushil Agarwal, 58, is Group CFO, Aditya Birla Group. His appointment as Non-
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Executive Non-Independent Director from 4 August For For Executive Non-Independent Director, liable to retire by rotation, is in line with
Arun Adhikari, 67, is former Senior Advisor, McKinsey & Company. Prior to this
he has worked with Unilever Group in India, UK & Japan. He has attended all the
board meetings held in FY21. His reappointment as Independent Director is in line
with statutory requirements. While we support his reappointment, we believe
Reappoint Arun Adhikari (DIN: 00591057) as shareholder approval for his reappointment should have been sought on or before
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Independent Director for three years from 31 For For the completion of his first term as Independent Director. Arun Adhikari was
August 2021 to 30 August 2024 appointed to the board of Ultratech, a group company on 3 December 2013.
Therefore, his overall association with the Aditya Birla group spans seven years.
We will classify him as non-independent once he completes an aggregate
association of ten years with the group and will assess board composition
accordingly.
Q2
Ashwani Windlass, 65, is Former Joint MD, Max India Ltd. He is also Former MD,
Hutchinson Max Telecom. He has attended 9 out of 10 board meetings held in
Reappoint Ashwani Windlass (DIN: 00042686) as
FY21. His reappointment as Independent Director is in line with statutory
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Independent Director for three years from 31 For For
requirements. While we support his reappointment, we believe shareholder
August 2021 to 30 August 2024
approval for his reappointment should have been sought on or before the
completion of his first term as Independent Director.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Ms. Neena Gupta, 46, is Group General Counsel, InterGlobe Enterprises Ltd. She is
former Executive Director (Strategy & MA), InterGlobe Enterprises Ltd and prior
to that she was Partner, J Sagar & Associates. She has attended 9 out of 10 board
meetings held in FY21. Ms. Neena Gupta is on the board of sixteen other
Reappoint Ms. Neena Gupta (DIN: 02530640) as
companies, none of which are listed. While the number of directorships is high, we
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Independent Director for three years from 17 For For
recognize that most of these fold into her responsibilities as several of them are
September 2021 to 16 September 2024
InterGlobe companies. Her reappointment as Independent Director is in line with
statutory requirements. While we support her reappointment, we believe
shareholder approval for her reappointment should have been sought on or before
the completion of her first term as Independent Director.
Q2
The company has entered into a Master Service Agreement (MSA) with Indus
Towers, an associate company, to provide passive infrastructure services on a co-
sharing basis. The maximum term of each tenancy service contract executed for
each Passive Infrastructure site under the MSA is 10 years or more. In FY21 the
Approve related party transactions with Indus aggregate transaction value with Indus was Rs. 81. 97 bn. The company seeks to
29-Sep-2021 VODAFONE IDEA LTD. AGM Management Towers Limited upto Rs. 150 bn annually from For For approve transactions upto Rs. 150 bn per annum with Indus Towers. The
FY22 onwards transactions will be in the ordinary course of business and at arm’s length. The
transactions are operational in nature and critical for carrying out the company’s
operations. Although the resolution seeks shareholder approval in perpetuity, we
expect the company to seek shareholder approval annually for transactions with
Indus Towers, as they have done in the past.
Q2
Exide Industries now proposes to sell its entire stake in Exide Life Insurance to
Approve sale of 100% equity stake in Exide Life
HDFC Life for a consideration of Rs. 66. 87 bn. The consideration will include Rs.
Insurance Company Limited, a material subsidiary,
29-Sep-2021 EXIDE INDUSTRIES LTD. EGM Management For For 7. 25 bn in cash and ~87. 0 mn shares of HDFC Life. Exide Industries will own 4.
for an aggregate consideration of Rs. 66.87 bn to
1% equity in HDFC Life, post conclusion of the transaction. The proposes
HDFC Life Insurance Company Limited
transaction value is in line with peers.
Q2
We have relied upon the auditors’ report on standalone financial statements, which
highlighted COVID-19 related issues, no provision for loans of Rs. 1. 1 bn given to
step-down subsidiaries with eroded networth and recoverability of Rs. 3. 5 bn worth
non-current financial assets from completed projects undergoing proceedings. In
consolidated financial statements, the auditor has raised emphasis on COVID-19
SADBHAV ENGINEERING Adoption of financial statements for the year ended related issues, recoverability of Rs. 2. 8 bn of non-current financial assets from
LTD. 31 March 2021 completed projects undergoing proceedings, claim of Rs. 18. 2 bn for toll collection
rights, and intangible assets of Rs. 2. 2 bn under service concession arrangement for
which approvals are pending. The auditor’s report has also highlighted material
uncertainty related to going concern of two step down subsidiaries whose networth
is eroded. However, their report is not modified to this extent, because of which we
support the resolution.
Q2
Nitin R. Patel, 53, is the CFO of the company and has been on the board since
SADBHAV ENGINEERING Reappoint Nitin R. Patel (DIN: 00466330) as 1999. He attended 83% board meetings held in FY21 (5/6) and 84% board
LTD. Director, liable to retire by rotation meetings held in last three years (16/19). He retires by rotation and his
SADBHAV ENGINEERING The total remuneration proposed is reasonable compared to the size and scale of the
29-Sep-2021 AGM Management Rajendra Patel & Associates as cost auditors for For For
LTD. company’s operations.
Q2 FY22
Anjali Nirav Choksi, 40, is a practicing Chartered Accountant, Insolvency

Appoint Anjali Nirav Choksi (DIN: 08074336) as Professional and a Registered Valuer. She is a Partner at DJNV & Co. , Chartered
SADBHAV ENGINEERING
29-Sep-2021 AGM Management Independent Director for five years from 10 August For For Accountants and has 15 years of experience in the fields of audit, tax, project
LTD.
2021 financing, etc. She completed her Master’s Degree in Commerce and PhD in
Derivatives. Her appointment is in line with the statutory requirements.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
TATVA CHINTAN PHARMA Adoption of standalone and consolidated financial of the COVID-19 pandemic on the financial statements. Except for the COVID
CHEM LTD. statements for the year ended 31 March 2021 related issues, the auditors are of the opinion that the financial statements are
Q2
TATVA CHINTAN PHARMA Confirm interim dividend of Rs. 5.5 per equity share For FY21, the total dividend paid is Rs. 40. 2 mn. The dividend pay-out ratio for
Q2 CHEM LTD. of face value Rs. 10.0 each for FY21 FY21 is 7. 8%.
Chintan Shah, 48, is part of the promoter family and Managing Director. He
TATVA CHINTAN PHARMA Reappoint Chintan Shah (DIN: 00183618) as
29-Sep-2021 AGM Management For For attended all board meetings held in FY21. He retires by rotation and his
CHEM LTD. Director, liable to retire by rotation
TATVA CHINTAN PHARMA Approve remuneration of Rs. 60,000 payable to Y S The total remuneration proposed to be paid to the cost auditors is reasonable
Q2 CHEM LTD. Thakar & Co, cost auditors for FY22 compared to the size and scale of operations.
The rationale for raising debt at the heels of the IPO, in which the company raised
fresh equity aggregating Rs. 2. 25 bn, is unclear. Even so, with the equity raise, the
TATVA CHINTAN PHARMA capital structure has been bolstered to support the proposed debt limit. The
29-Sep-2021 AGM Management Approve borrowing limit of Rs. 3 bn For For
CHEM LTD. company’s outstanding debt is rated CRISIL A-/Stable/CRISIL A2+, which denotes
adequate degree of safety regarding timely servicing of financial obligations. We
expect the company to be judicious in raising debt.
Q2
TATVA CHINTAN PHARMA Secured loans generally have easier repayment terms, less restrictive covenants, and
29-Sep-2021 AGM Management Create charge/mortgage on assets upto Rs. 3 bn For For
Q2 CHEM LTD. lower interest rates.
While substantially higher than the current automatic limit of Rs. 1. 4 bn (based on
Approve loans/investments/guarantees by the 31 March 2021 financials), we understand that the company may wish to park
TATVA CHINTAN PHARMA
29-Sep-2021 AGM Management company up to Rs. 5.0 bn under Section 186 of the For For additional funds raised via the IPO (Rs. 2. 3 bn via fresh issue) and incremental
CHEM LTD.
Companies Act, 2013 funds generated by the business, into other securities or debt instruments for higher
returns. Therefore, we support the resolution.
Q2
SUN PHARMA ADVANCED Adoption of financial statements for the year ended financial statements. Based on the auditors’ report, which is unqualified, the
RESEARCH CO. LTD. 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Sudhir Valia, 64, belongs to the promoter group and is a Non-Executive Director.
He attended all five board meetings held in FY21. He retires by rotation. His
SUN PHARMA ADVANCED Reappoint Sudhir V. Valia (DIN: 00005561) as
29-Sep-2021 AGM Management For For reappointment is in line with statutory regulations. In February 2011, Sudhir Valia
RESEARCH CO. LTD. Director who retires by rotation
entered into a settlement with SEBI, without the admission of guilt, for the whistle-
blower complaints in Sun Pharmaceuticals Industries Limited.
Q2
Anilkumar Raghavan, 52, is the CEO of SPARC and the Chairperson of

AIRAMATRIX Private Limited, an early-stage machine learning company. Prior to
this, he was MD of the India and Sri Lanka business of Quintiles, a global pharma
Appoint Anilkumar Raghavan as Manager and services company. He received a remuneration of Rs. 45. 5 mn in FY21, of which
Whole-time Key Managerial Personnel, designated 13% was variable. The maximum remuneration payable to him over the next three
SUN PHARMA ADVANCED
29-Sep-2021 AGM Management as Chief Executive Officer (CEO), for a period of For For years, even in case of inadequate profits, is Rs. 80. 0 mn p. A. However, the
RESEARCH CO. LTD.
five years from 25 May 2021 and fix his company has clarified that his FY22 remuneration is likely to be Rs. 48. 0 mn
remuneration for three years representing a 5. 56% increase. This is in line with the company’s operations, and
we expect the company to remain judicious in the future. Notwithstanding, the
company must consider disclosing what % of his remuneration is variable and the
performance metrics that determine his variable pay.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
At the FY20 AGM, shareholders had approved the availing of an unsecured Line of
Credit by the company from the Shanghvi Finance Private Limited, holding
company, for an amount of Rs. 2. 0 bn at an interest rate of 10. 5% p. A. Payable
Ratify and approve unsecured Line of Credit availed quarterly. The company proposes to increase this limit to Rs. 2. 5 bn with the
SUN PHARMA ADVANCED
29-Sep-2021 AGM Management from Shanghvi Finance Pvt. Ltd. (holding company) For For interest rate revised from to 9. 75% w. E. F. 1 October 2020 and further revised to
RESEARCH CO. LTD.
of Rs. 2.5 bn 8. 0% w. E. F. 1 April 2021. The weak company performance is likely to limit its
ability to raise credit from market and therefore, we support the line of credit from a
promoter-controlled company, which will help the company support its working
capital requirements.
Q2
During FY14, as a part of its effort to commercialize its various Licenses Rights,
SPARC had entered into a Master Licensing Agreement with Sun Pharmaceutical
Industries Inc. , USA (SPII USA), under which SPARC had agreed to grant it
exclusive licenses under the License Rights. SPII USA reimburses SPARC for
research and development services. SPII USA is a wholly owned subsidiary of Sun
Approve continuation of transactions with Sun
SUN PHARMA ADVANCED Pharmaceutical Industries Limited (SPIL). The aggregate value of transactions
29-Sep-2021 AGM Management Pharmaceutical Industries Inc., USA under the For For
RESEARCH CO. LTD. carried out with SPII USA was ~Rs. 0. 3 bn in FY21 and ~Rs. 0. 4 bn in FY20. The
Master License Agreement
proposed transactions are in the ordinary course of business and are at arm’s length.
While the resolution is effectively valid for perpetuity, the company has approached
shareholders to ratify the Agreement after six years: the company has clarified that
as a good governance practice, it will seek further approval after five years, if the
Agreement continues to be applicable.
Q2
SPARC had entered into a Master Service Agreement with Sun Pharma Global
FZE, UAE, (Sun FZE) under the terms of which SPARC will provide a range of
research and development activities and other support services. The aggregate
receipt from Sun FZE was Rs. 91. 2 mn in FY21 and Rs. 70. 3 mn in FY20. The
monetary value of these transactions will be decided according to the Transfer
Pricing Regulations, which shall consist of the fully absorbed internal costs incurred
by performing party in providing the services plus a mark-up of up to 30%. As a
Approve continuation of related party transactions ‘Master Contract,’ this Agreement allows the parties to contract for multiple
SUN PHARMA ADVANCED
29-Sep-2021 AGM Management with Sun Pharma Global FZE, UAE according to For For projects through the issuance of multiple scope of work under the contract, without
RESEARCH CO. LTD.
Master Service Agreement having to re-negotiate the basic terms and conditions. In March 2021, shareholders
of Sun Pharmaceutical Industries Limited (SPIL) approved the merger of Sun FZE
into the SPIL from 1 January 2020, following which transactions will continue on
the terms mentioned above. The proposed transactions are in the ordinary course of
business and are at arm’s length. While the resolution is effectively valid for
perpetuity, the company has approached shareholders to ratify the Agreement after
six years: the company has clarified that as a good governance practice, it will seek
further approval after five years, if the Agreement continues to be applicable.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
SPARC had entered into a Master Support Service Agreement with Taro
Pharmaceutical Industries Ltd. , Israel (Taro Pharma) under the terms of which both
companies will provide a range of research and development activities and other
support services to each other. The aggregate value of transactions carried out with
Taro Pharma was ~Rs. 0. 4 mn in FY21 and ~Rs. 2. 7 mn in FY20. The monetary
value of these transactions will be decided according to the Transfer Pricing
Regulations, which shall consist of the fully absorbed internal costs incurred by
Approve continuation of related party transactions
SUN PHARMA ADVANCED performing party in providing the services plus a mark-up of up to 30%. As a
29-Sep-2021 AGM Management with Taro Pharmaceutical Industries Ltd., Israel For For
RESEARCH CO. LTD. ‘Master Contract,’ this Agreement allows the parties to contract for multiple
according to Master Support Service Agreement
projects through the issuance of multiple scope of work under the contract, without
having to re-negotiate the basic terms and conditions. The proposed transactions are
in the ordinary course of business and are at arm’s length. While the resolution is
effectively valid for perpetuity, the company has approached shareholders to ratify
the Agreement after five years: the company has clarified that as a good governance
practice, it will seek further approval after five years, if the Agreement continues to
be applicable.
Q2
SPARC is research based organization which required funding from external until
Issue Equity Shares, GDRs, ADRs, FCCBs or
SUN PHARMA ADVANCED commercialization of pipeline molecules provide a recurring stream of revenues.
29-Sep-2021 AGM Management Convertible/Non-Convertible Debentures for an For For
RESEARCH CO. LTD. Fund raise is for in-licensing molecules which would improve the overall pipeline
amount not exceeding Rs. 18.0 bn
Q2 of products for future commercialization.
The current authorized share capital of the company is Rs. 375. 0 mn divided onto
375. 0 mn shares of Re. 1. 0 each. The company is seeking approval to increase its
Approve increase in authorised capital of the authorized share capital to Rs. 425. 0 mn divided into 425. 0 mn of Re. 1. 0 each.
SUN PHARMA ADVANCED
29-Sep-2021 AGM Management company and consequent amendment to the For For This will enable the company to raise additional funds to meet business
RESEARCH CO. LTD.
Memorandum of Association requirements. The increase in authorized share capital also needs a consequential
alteration to the existing Clause V of the Memorandum of Association (MoA). Our
view is in line with resolution number #8.
Q2
30-Sep-2021 NATCO PHARMA LTD. AGM Management For For
Confirm payment of three interim dividends
The total dividend payout for FY21 aggregates to Rs. 958. 1 mn. The dividend
30-Sep-2021 NATCO PHARMA LTD. AGM Management aggregating to Rs 5.25 per share of face value Rs For For
payout ratio for FY21 is 31. 0%.
Q2 2.0 each as final dividend for FY21
P. S. R. K Prasad is Executive Vice-President (Corporate Engineering Services). He

Reappoint P.S.R.K Prasad (DIN: 07011140) as
30-Sep-2021 NATCO PHARMA LTD. AGM Management For For attended 83% (5/6) board meetings held during the year. He retires by rotation and
Q2
V. C. Nannapaneni, 75, is Chairperson and Managing Director and part of the
promoter family. He was paid Rs. 21. 5 mn in FY21 representing 48x the median
Reappoint V.C. Nannapaneni (DIN: 00183315) as employee remuneration. His proposed remuneration estimated at Rs. 50. 8 mn
30-Sep-2021 NATCO PHARMA LTD. AGM Management Chairperson and Managing Director for one year For For (including estimated commission of Rs. 29. 0 mn) is comparable to industry peers
from 1 April 2021 and fix his remuneration and commensurate with the size and performance of the company as a good
practice, companies must cap the absolute amount of commission payable to board
Q2 members.
Rajeev Nannapaneni, 43, is the Vice-Chairperson & CEO and is part of the
Reappoint Rajeev Nannapaneni (DIN: 00183872) promoter family. He was paid Rs. 19. 7 mn in FY21 representing 44x the median
as Vice-Chairperson and Chief Executive Officer employee remuenration. His proposed remuneration is estimated at Rs. 49. 2 mn
for one year from 1 April 2021 and fix his (including estimated commission of Rs. 29. 0 mn). Rajeev Nannapaneni’s proposed
remuneration remuneration is in line with peers and commensurate with the size and performance
Q2 of the company.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
P. S. R. K. Prasad, 63, is Executive Vice-President (Corporate Engineering

Services) and has been on the company’s board since 2014. He was paid Rs. 30. 8
Reappoint P. S. R. K. Prasad (DIN: 07011140) as
mn in FY21, which is 68x the median employee remuneration. The company
Director and Executive Vice-President (Corporate
30-Sep-2021 NATCO PHARMA LTD. AGM Management For For proposes to pay him Rs. 27. 9 mn per annum, which is in line with peers and
Engineering Services) for one year from 1 April
commensurate with the size his responsibilities. The growth in P S R K Prasad’s
remuneration has outpaced company performance in the past two years – even so,
we recognize that he is a professional and his skills carry market value.
Q2
Dr. D. Linga Rao, 68, is Director and President (Technical Affairs) and has been on
the company’s board since 2015. He was paid Rs. 35. 8 mn in FY21, which is 79x
Reappoint Dr. D. Linga Rao (DIN: 07088404) as the median employee remuneration. The company proposes to pay him Rs. 33. 1 mn
30-Sep-2021 NATCO PHARMA LTD. AGM Management Director and President (Technical Affairs) for one For For per annum, which is in line with peers and commensurate with the size of his
year from 1 April 2021 and fix his remuneration responsibilities. The growth in Dr. D Linga Rao’s remuneration has outpaced
company performance in the past two years – even so, we recognize that he is a
professional and his skills carry market value.
Q2
Approve remuneration of Rs. 225,000 to be paid to The remuneration to be paid to the cost auditor in FY21 is reasonable compared to
S.S. Zanwar & Associates as cost auditors for FY22 the size and scale of operations.
Q2
30-Sep-2021 DILIP BUILDCON LTD AGM Management For For
Q2
Declare final dividend Re. 1.0 per share of face Total dividend outflow aggregates to Rs. 136. 8 mn. Payout ratio is 4. 3% of
Q2 value Rs. 10.0 per share for FY21 standalone PAT.
Devendra Jain, 48, is the Executive Director and CEO of the company. He is also
Reappoint Devendra Jain (DIN: 02374610) as part of the promoter group. He has been on the board of the company since 1 April
Director, liable to retire by rotation 2009. He has attended all board meetings held in FY21. He retires by rotation; his
Q2
Approve remuneration of Rs. 50,000 to Yogesh The total remuneration proposed to be paid to the cost auditors in FY22 is
Chourasia & Associates, as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
The issue of NCDs will be within the approved borrowing limits. Dilip Buildcon
30-Sep-2021 DILIP BUILDCON LTD AGM Management For For has a credit rating of CRISIL A/Stable/CRISIL A1, which denotes adequate degree
on private placement basis up to Rs. 10.0 bn
of safety regarding timely servicing of debt obligations.
Q2
The issue of CPs will be within the approved borrowing limits. Dilip Buildcon has a
Approve issuance of Commercial Paper on private
30-Sep-2021 DILIP BUILDCON LTD AGM Management For For credit rating of CRISIL A/Stable/CRISIL A1, which denotes adequate degree of
placement basis up to Rs. 10.0 bn
safety regarding timely servicing of debt obligations.
Q2
Approve loans and guarantees and provide security
for loans up to Rs. 14.61 bn taken by companies in
30-Sep-2021 DILIP BUILDCON LTD AGM Management For For Business requirenment.
which the company’s directors are interested under
Section 185 of Companies Act 2013
Q2
In order to meet its funding requirements of the growing business, the company
proposes to issue securities up to an amount of Rs. 20 bn. Assuming the securities
are issued at current market price of Rs. 516. 5 per share, the company will have to
Approve issue of equity and equity linked
30-Sep-2021 DILIP BUILDCON LTD AGM Management For For issue ~38. 7 mn shares. If the entire amount of Rs. 20 bn is raised there will be a
instruments up to Rs. 20 bn
dilution of 20. 8% on the extended capital base. Considering the high dilution, the
company has not disclosed well-defined objective for the planned issuance. Even
so, we recognize that the equity raise will support the company’s capital structure.
Q2
Approve creation of charge/mortgage on assets of
The company would need to create a charge on its assets to raise incremental debt:
30-Sep-2021 DILIP BUILDCON LTD AGM Management the company to secure borrowings up to Rs. 150.0 For For
secured debt usually carries a lower interest cost than unsecured debt.
Q2 bn
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
As on 31 March 2021, the company had a standalone debt of Rs. 33. 9 bn and a
consolidated debt of Rs. 105. 1 bn. Dilip Buildcon has a credit rating of CRISIL
A/Stable/CRISIL A1, which denotes adequate degree of safety regarding timely
servicing of debt obligations. The increase in limit will allow the company to
Approve increase in borrowing limit up to Rs. 150.0
30-Sep-2021 DILIP BUILDCON LTD AGM Management For For implement its capex plans and execute its order book. Further, given the nature of
bn from Rs. 130.0 bn
business, the company will need headroom to provide bid guarantees, performance
guarantees, supplier LCs, and bank guarantees from time to time to win and execute
projects. Notwithstanding, we expect the company to be judicious while utilizing
this limit.
Q2
Reappoint Dilip Suryavanshi (DIN: 00039944) as
30-Sep-2021 DILIP BUILDCON LTD AGM Management Managing Director for three years from 26 August For For Good candidature.
Reappoint Devendra Jain (DIN: 02374610) as
30-Sep-2021 DILIP BUILDCON LTD AGM Management Whole-Time Director for three years from 26 For For Good candidature.
Q2 August 2021 and fix his remuneration
I R B INFRASTRUCTURE Adoption of standalone and consolidated financial financial statements. Based on the auditors’ report, which is unqualified, the
DEVELOPERS LTD. statements for the year ended 31 March 2021 financial statements are in accordance with generally accepted accounting policies
Mukesh Lal Gupta, 65, is the Joint Managing Director of the company. He attended
I R B INFRASTRUCTURE Reappoint Mukesh Lal Gupta (holding DIN
30-Sep-2021 AGM Management For For all ten board meetings held in FY21. He retires by rotation and his reappointment is
DEVELOPERS LTD. 02121698) as Director, liable to retire by rotation
Reappoint Ms. Deepali V. Mhaiskar (holding DIN

00309884) as Whole-time Director for a period of
I R B INFRASTRUCTURE
30-Sep-2021 AGM Management five years from 19 May 2021 and fix her For For Good candidature.
DEVELOPERS LTD.
remuneration such that aggregate promoter
remuneration may exceed 5% of profits
Q2
Ratify payment of remuneration of Rs. 100,000 per
I R B INFRASTRUCTURE The total remuneration proposed to be paid to the cost auditors in FY22 is
30-Sep-2021 AGM Management annum to Ms. Netra Shashikant Apte, cost auditors For For
DEVELOPERS LTD. reasonable compared to the size and scale of operations.
Q2 for FY22
The company proposes to make alterations to various clauses in the Articles of

Association (AoA) to align it with the Companies Act, 2013 and SEBI (ICDR)
I R B INFRASTRUCTURE
30-Sep-2021 AGM Management Approve alteration of Articles of Association For For Regulations, 2018. The company has not been uploaded the revised AoA on its
DEVELOPERS LTD.
website – shareholders will not be able to access the document. Notwithstanding,
the proposed changes are not prejudicial to the interests of minority shareholders.
Q2
We have relied upon the auditors’ report, which has highlighted issues regarding
material uncertainty related to going concern of Wollongong Coal Limited, a step-
JINDAL STEEL & POWER Adoption of standalone and consolidated financial down subsidiary. The auditors of Jindal Steel & Power (Mauritius) Limited have
LTD. statements for the year ended 31 March 2021 drawn attention to the negative net worth. Except for these matters, the auditors are
of the opinion that the financial statements are prepared in accordance with the
Q2
Ms. Shallu Jindal, 50, is a Non-Executive Non-Independent Director and part of the
Reappoint Ms. Shallu Jindal (DIN: 01104507) as
JINDAL STEEL & POWER promoter family. She has been on the board of the company since 27 April 2012.
30-Sep-2021 AGM Management Non-Executive Non-Independent Director, liable to For For
LTD. She has attended all board meetings held in FY21. She retires by rotation; her
retire by rotation
Lodha & Co. Will complete their first term as statutory auditors at the forthcoming
Reappoint Lodha & Co. as statutory auditors for AGM, the company proposes to reappoint them for a further term of five years.
JINDAL STEEL & POWER
30-Sep-2021 AGM Management five years from the conclusion of the FY21 AGM For For Their reappointment is in line with statutory requirements. The statutory audit fees
LTD.
and fix their remuneration for FY21 was Rs. 10. 0 mn. The proposed audit fee of Rs. 10. 0 mn in FY22 is
reasonable given the size of the business.
Q2
JINDAL STEEL & POWER Approve remuneration of Rs. 850,000 to Ramanath The total remuneration proposed to be paid to the cost auditors in FY22 is
LTD. Iyer & Co., as cost auditor for FY22 reasonable compared to the size and scale of operations.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Approve revision in remuneration of Naveen Jindal
Naveen Jindal’s FY21 remuneration aggregated Rs. 179. 1 mn, The proposed
JINDAL STEEL & POWER (DIN: 00001523) as Executive Chairperson from 1
30-Sep-2021 AGM Management For For remuneration will range between Rs. 454. 5 mn - Rs. 526. 7 mn, which includes
LTD. November 2020 till the end of his tenure on 30
variable pay of 1% of profits capped at Rs. 240 mn.
Q2 September 2023
V R Sharma’s FY21 remuneration aggregated Rs. 34. 1 mn (for 7. 5 months),

which was 51. 4x the median employee remuneration. We estimate V. R. Sharma’s
FY22 pay to be Rs. 87. 3 mn mainly driven due to the increase in ceiling of variable
Approve revision in remuneration of V.R. Sharma pay that can be paid to him to Rs. 40. 0 mn from Rs. 20. 0 mn. His pay is
JINDAL STEEL & POWER (DIN: 01724568) as Managing Director from 1 comparable to peers and commensurate to the size and complexities of the business.
LTD. October 2020 till the end of his term on 13 August He is a professional whose skills carry a market value. Notwithstanding, we expect
2022 companies to disclose the quantum of stock options that can be granted to him over
his term. The board must disclose the performance metrics and related benchmarks
used to determine the variable pay. We continue to raise concern over his
membership of the audit committee, which may create a conflict of interest.
Q2
Dinesh Saraogi’s FY21 remuneration aggregated Rs. 17 mn, which was 25x the
Approve revision in remuneration of Dinesh Kumar median employee remuneration. We estimate Dinesh Saraogi’s FY22 pay to be Rs.
JINDAL STEEL & POWER Saraogi (DIN: 06426609) as Whole-time Director 22. 8 mn. His pay is comparable to peers and commensurate to the size and
LTD. from 9 November 2020 till the end of his term on 8 complexities of his responsibilities. He is a professional whose skills carry a market
November 2023 value. The board must disclose the performance metrics and related benchmarks
used to determine the variable pay.
Q2
Appoint Ms. Kanika Agnihotri (DIN: 09259913) as Ms. Kanika Agnihotri, 42, is presently the Managing Partner at SKV Associates, a
30-Sep-2021 AGM Management Independent Director for two years from 29 July For For law firm. She has experience of close to two decades. Her appointment is in line
LTD.
Q2 2021 with statutory requirements.
Ms. Shivani Wazir Pasrich, 51, is an actor, activist, and promoter of the arts. She is
an Economics Honors graduate from Lady Shri Ram College & Law Graduate from
Appoint Ms. Shivani Wazir Pasrich (DIN:
JINDAL STEEL & POWER Faculty of Law, Delhi University. Her appointment is in line with statutory
30-Sep-2021 AGM Management 00602863) as Independent Director for two years For For
LTD. requirements. Shivani Wazir Pasrich is a member of the audit committee - however,
from 29 July 2021
it is unclear from her profile if she has the requisite financial and accounting
Q2 knowledge and experience.
Appoint Dr. Bhaskar Chatterjee (DIN: 05169883) Dr. Bhaskar Chatterjee, 69, is a retired IAS Officer. He was the Secretary to the
30-Sep-2021 AGM Management as Independent Director for two years from 29 July For For Govt. Of India and the principal secretary, steel and mines, Govt. Of Odisha. His
LTD.
Q2 2021 appointment is in line with statutory requirements.
Anil Wadhwa, 64, was a member of the India Foreign Service from 1979-2017 and
Appoint Anil Wadhwa (DIN: 08074310) as has served as the Indian Ambassador to Italy, Thailand, Oman, and Poland. His
30-Sep-2021 AGM Management Independent Director for one year from 29 July For For appointment is in line with statutory requirements. Anil Wadhwa is a member of the
LTD.
2021 audit committee - however, it is unclear from his profile if he has the requisite
financial and accounting knowledge and experience.
Q2
Appoint Sunjay Kapur (DIN: 00145529) as Sunjay Kapur, 49, is the Chairperson of Sona BLW Precision Forgings Limited. He
30-Sep-2021 AGM Management Independent Director for five years from 10 August For For is also the Vice President of the Automotive Component Manufacturers
LTD.
2021 Association. His appointment is in line with statutory requirements.
Q2
The company proposes to pay erstwhile Independent Directors, Ram Vinay Shahi,
JINDAL STEEL & POWER Approve payment of one-time remuneration to
30-Sep-2021 AGM Management For For Arun Kumar Purwar, Sudershan Kumar Garg and Hardip Singh Wirk a one-time
LTD. previous Independent Directors
remuneration of Rs. 2. 5 mn, Rs. 2. 5 mn, Rs. 0. 5 mn and Rs. 0. 5 mn respectively.
Q2
and Indian Accounting Standards (IND-AS). We raise concern that the composition
NATIONAL ALUMINIUM CO. Adoption of financial statements for the year ended
30-Sep-2021 AGM Management For For of the audit committee of the company is not compliant with regulations. Further, as
LTD. 31 March 2021
highlighted by the Secretarial Auditor, the Chairperson of the audit committee did
not have accounting or related financial expertise as required under the provisions
of the Act and SEBI Regulations. However, the financial statements are reviewed
by the Comptroller & Auditor General of India.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Confirm payment of aggregate interim dividend of The aggregate dividend for FY21 is Rs. 3. 5 per equity share, while it paid a
NATIONAL ALUMINIUM CO.
30-Sep-2021 AGM Management Rs. 2.5 per share and declare final dividend of Re. For For dividend of Rs. 1. 5 per share in FY20. The total dividend outflow is Rs. 6. 4 bn
LTD.
1.0 per share (face value Rs. 5.0) for FY21 and the dividend payout ratio is 49. 5% of standalone PAT.
Q2
Radhashyam Mahapatro, 56, has been Director (Human Resources) of NALCO
NATIONAL ALUMINIUM CO. Reappoint Radhashyam Mahapatro (DIN:
30-Sep-2021 AGM Management For For since 1 January 2020. He has attended all the board meetings held in FY21. He
LTD. 07248972) as Director, liable to retire by rotation
retires by rotation and his reappointment is in line with the statutory requirements.
Q2
Prior to his appointment as Director (Projects & Technical), Manasa Prasad Mishra,
58, was Executive Director at Smelter & Power Complex, Angul. He is presently
holding the additional charge of Director (Finance) w. E. F. 01. 03. 2021. Given his
educational background it is unclear to ascertain whether he has requisite financial
Appoint Manasa Prasad Mishra (DIN: 08951624) as
NATIONAL ALUMINIUM CO. knowledge to be Director (Finance). His proposed remuneration and tenure are not
30-Sep-2021 AGM Management Director (Projects & Technical) from 1 November For For
LTD. disclosed: remuneration in public sector enterprises is usually not high. As a good
2020
practice, we expect PSEs to disclose the terms of appointment including tenure and
proposed remuneration to its shareholders through the AGM notice. His
appointment is in line with the statutory requirements. His appointment is in line
with the statutory requirements.
Q2
Sanjay Lohiya, 52, is as IAS Officer and is currently serving as Additional
Secretary, Ministry of Mines, Govt. Of India. He represents the Government of
India on the board. Prior to this he held the post of Principal Secretary to Chief
Appoint Sanjay Lohiya (DIN: 07151125) as Non- Minister, Govt. Of Assam. He worked in various capacities in Government of
NATIONAL ALUMINIUM CO.
30-Sep-2021 AGM Management Executive Non-Independent Director from 9 For For Assam in various departments like Finance, Agriculture and Urban Development.
LTD.
November 2020 His appointment as Non-Executive Non-Independent Director, liable to retire by
rotation, is in line with statutory requirements. As a representative of the Ministry of
Mines, we expect Sanjay Lohiya to ensure Nalco’s board composition is compliant
with regulations.
Q2
Bijay Kumar Das, 58, began his career in NALCO as a Graduate Engineer Trainee.
Prior to this he was Executive Director (Projects) at the Corporate Office,
Bhubaneshwar. He is presently holding the additional charge of Director
NATIONAL ALUMINIUM CO. Appoint Bijay Kumar Das (DIN: 08984700) as (Commercial) w. E. F. 01. 03. 2021. He is a Graduate in Mechanical Engineering
LTD. Director (Production) from 1 December 2020 from NIT, Rourkela. His proposed remuneration and tenure are not disclosed:
remuneration in public sector enterprises is usually not high. As a good practice, we
expect PSEs to disclose the terms of appointment including tenure and proposed
remuneration to its shareholders through the AGM notice.
Q2
NATIONAL ALUMINIUM CO. Approve remuneration of Rs. 375,000 mn for Niran The total remuneration proposed is reasonable compared to the size and scale of the
Q2 LTD. & Co., as cost auditors for FY22 company’s operations.
We have relied upon the auditors’ report, which has raised emphasis on pending
GUJARAT approval of commission of Rs. 45. 1 mn to a non-executive director. Except for this
30-Sep-2021 FLUOROCHEMICALS AGM Management For For matter, the auditors are of the opinion that the financial statements are prepared in
LIMITED accordance with the generally accepted accounting policies and Indian Accounting
Q2 Standards (IND-AS).
Devendra Kumar Jain, 92, is part of the promoter group and is the Chairperson and
GUJARAT Reappoint Devendra Kumar Jain (DIN: 00029782) Managing Director of GFL Limited (group company). He attended 75% board
30-Sep-2021 FLUOROCHEMICALS AGM Management as Non-Executive Non-Independent Director, liable For For meetings held in FY21 (3/4) and 92% board meetings held in last two years (11/12).
LIMITED to retire by rotation He retires by rotation and his reappointment is in line with the statutory
Q2 requirements.
Sanjay Sudhakar Borwankar, 53, has been on the board since February 2020. He
GUJARAT Reappoint Sanjay Sudhakar Borwankar (DIN: was previously Director of Operations at SI Group India Limited and has over 26
30-Sep-2021 FLUOROCHEMICALS AGM Management 08640818) as Whole-time Director for one year For For years of experience in operations management, business process optimization and
LIMITED from 15 February 2021 and fix his remuneration technology transfer and assimilations. His remuneration is in line with industry
Q2 standards.
GUJARAT Reappoint Sanath Kumar Muppirala (DIN: Sanath Kumar Muppirala, 58, was appointed as Whole Time Director w. E. F. April
30-Sep-2021 FLUOROCHEMICALS AGM Management 08425540) as Whole-time Director for one year For For 2019. He brings along tremendous experience which is beneficial for the company.
LIMITED from 28 April 2021 and fix his remuneration His remuneration is in line with industry standards and.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Niraj Agnihotri, 53, was previously Vice President – Operations at Glenmark

Lifesciences Limited. He has also previously worked with United Sprits Limited,
Nitrex Chemicals India Limited and United Phosphorus Limited. He holds a
GUJARAT Appoint Niraj Agnihotri (DIN: 09204198) as Whole-
Bachelor’s degree in Chemical Engineering and has 30 years of experience in
30-Sep-2021 FLUOROCHEMICALS AGM Management time Director for one year from 1 July 2021 and fix For For
manufacturing, plant commissioning and operation, new product validations,
LIMITED his remuneration
project management and strategic planning. His proposed annual remuneration of
Rs. 12. 5 mn is commensurate with his responsibilities. The company must disclose
the remuneration structure and performance metrics for variable pay.
Q2
Approve payment of Rs. 45.1 mn as commission to Devendra Kumar Jain is the Non-Executive Chairperson on the board and is part of
GUJARAT
Devendra Kumar Jain (DIN: 00029782) in excess the promoter group. The company proposes to pay him remuneration of Rs. 45. 1
30-Sep-2021 FLUOROCHEMICALS AGM Management For For
of 50% of total remuneration paid to Non-Executive mn for FY21. He brings along great experience. His remuneration is in line with
LIMITED
Directors in FY21 industry standards.
Q2
GUJARAT
Ratify remuneration of Rs. 400,000 to Kailash The proposed remuneration is reasonable, compared to the size and scale of the
30-Sep-2021 FLUOROCHEMICALS AGM Management For For
Sankhlecha & Associates as cost auditors for FY21 company’s operations.
Q2 LIMITED
Vivek Jain, 65, is the Managing Director and part of the promoter group. He was
appointed as Managing Director from 1 August 2019 to 31 December 2022 at the
GUJARAT Modify remuneration terms of Vivek Jain (DIN:
2019 AGM. The company proposes to reduce the rate of commission payable to
30-Sep-2021 FLUOROCHEMICALS AGM Management 00029968) as Managing Director from 1 April 2021 For For
Vivek Jain 2% from 4% earlier, but remove the cap on his commission set at Rs.
LIMITED till the end of his tenure on 31 December 2022
50mn. In FY21, Vivek Jain was paid the full Rs. 50 mn as commission. The
structure seems to be fair given his experience and expertise.
Q2
30-Sep-2021 JUST DIAL LTD. AGM Management For For
Ranjit V. Pandit, 67, is former Managing Director of General Atlantic LLC. He has
been on the board of Reliance Jio Infocomm Limited since 23 July 2015. We will
Appoint Ranjit V. Pandit (DIN: 00782296) as an consider his overall association with the Reliance Group while computing his
30-Sep-2021 JUST DIAL LTD. AGM Management Independent Director for five years from 1 For For tenure. We will classify him as a non-executive non-independent director after he
September 2021 till 31 August 2026 completes ten years of association on the board of Reliance Industries Group
companies. His appointment as an Independent Director meets all statutory
Q2 requirements.
V. Subramaniam, 55, is the Managing Director of Reliance Retail Ventures Limited
Appoint V. Subramaniam (DIN: 00009621) as Non-
(which owns 40. 98% equity as on 1 September 2021 and is classified as a
30-Sep-2021 JUST DIAL LTD. AGM Management Executive Non-Independent Director, liable to retire For For
promoter). He is liable to retire by rotation and his appointment meets all statutory
by rotation
Q2 requirements.
Appoint Dinesh Thapar (DIN: 05288401) as Non- Dinesh Thapar, 46, is the Chief Financial Officer of Reliance Retail Ventures
30-Sep-2021 JUST DIAL LTD. AGM Management Executive Non-Independent Director, liable to retire For For Limited. He is liable to retire by rotation and his appointment meets all statutory
Q2 by rotation requirements.
Appoint Ashwin Khasgiwala (DIN: 00006481) as
Ashwin Khasgiwala, 48, is the Chief of Operations Control at Reliance Retail. He
30-Sep-2021 JUST DIAL LTD. AGM Management Non-Executive Non-Independent Director, liable to For For
is liable to retire by rotation and his appointment meets all statutory requirements.
Appoint Ms. Geeta Fulwadaya (DIN: 03341926) as Ms. Geeta Fulwadaya, 41, is General Manager – Corporate Secretarial at Reliance
30-Sep-2021 JUST DIAL LTD. AGM Management Non-Executive Non-Independent Director, liable to For For Industries Limited. She is liable to retire by rotation and her appointment meets all
retire by rotation statutory requirements.
Q2
Appoint Ms. Divya Murthy (DIN: 09302573) as Ms. Divya Murthy, 41, is a senior member of Central Corporate Legal team at
30-Sep-2021 JUST DIAL LTD. AGM Management Non-Executive Non-Independent Director, liable to For For Reliance Group. She is liable to retire by rotation and her appointment meets all
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
The restated AOA proposed to be adopted at the AGM of the Company inter alia
contain clauses from the SHA. The clauses inter alia pertain to RRVL having
acquired sole control and becoming promoter of the company and consequential
rights relating to control of the composition of the Board of Directors, right to
appoint Managing Director of the company. The draft restated AOA of the
30-Sep-2021 JUST DIAL LTD. AGM Management Adopt new Articles of Association (AoA) For For Company is on the Company’s website. RRVL shall only be entitled to nominate
Directors as it is to be noted that under the provisions of the Companies Act, 2013
the approval of the shareholders would any way be required with respect to
appointment / changes in Directors including Managing Director and shareholders
would be entitled to vote accordingly on the resolutions placed before them. Hence,
the provisions of AOA cannot be said to be prejudicial to shareholder democracy.
Q2
Just Dial proposes to provide payment aggregation and related services for
merchants and users on JD platforms. We believe that it is the board’s and
Alter the objects clause of Memorandum of
30-Sep-2021 JUST DIAL LTD. AGM Management For For management’s prerogative to decide on business diversification. The proposed
Association (MoA)
diversification being unrelated to the existing businesses may pose execution and
Q2 other business risks.
We have relied upon the auditors’ report, which has drawn attention to the show
cause notice served on Baildilla project by the District collector of South Bastar
with the demand of Rs. 16. 2 bn against which company has paid an amount of Rs.
6. 0 bn under protest, test of impairment of investment and Loan to Neelachal Ispat
Nigam Ltd (NINL), the migration from legacy system (oracle-based FAS) to
Adoption of standalone and consolidated financial ERP(SAP) package and the demerger of NMDC Iron & Steel Plant (NISP) which is
30-Sep-2021 N M D C LTD. AGM Management For For
statements for the year ended 31 March 2021 in progress. Except for these issues, the auditors are of the opinion that the financial
principles. We raise concerns that the board and audit committee of the company do
not comprise any independent director and is not in line with regulations. However,
we note that the financial statements have been reviewed by the Comptroller &
Auditor General of India.
Q2
Confirm interim dividend of Rs. 7.76 per equity The total dividend outflow for FY21 is Rs. 22. 7 bn and the dividend payout ratio is
Q2 share of face value Re. 1.0 each for FY21 36. 4%.
Amitava Mukherjee, 53, is Director (Finance). He attended 100% of the board
Reappoint Amitava Mukherjee (DIN: 08265207) as
30-Sep-2021 N M D C LTD. AGM Management For For meetings held in FY21. He retires by rotation and his reappointment meets all
Ms. Rasika Chaube, 57, is Additional Secretary, Ministry of Steel and a non-
executive director of the company. She attended 100% of the board meetings held
Reappoint Ms. Rasika Chaube (DIN: 08206859) as in FY21. She retires by rotation and her reappointment is in line with all statutory
Director, liable to retire by rotation requirements. As a representative of the Ministry of Steel, we expect Ms. Rasika
Chaube to ensure NMDC’s board composition is compliant with regulations: there
are no independent directors on the board currently.
Q2
Sagar & Associates were the statutory auditors of the company in FY21. The
Authorise the board to fix the remuneration of auditors at appropriate level. The statutory auditors were paid aggregate fee of Rs.
30-Sep-2021 N M D C LTD. AGM Management statutory auditors for FY22 appointed by the For For 10. 9 mn in FY21 (on a consolidated basis) which is commensurate with the size
Comptroller and Auditor-General of India (CAG) and complexity of the company: we expect audit fees in FY22 to be in same range.
regarding auditor appointment and remuneration, we believe that since NMDC
Limited is a listed company, it must disclose the proposed auditor remuneration to
shareholders.
Q2
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
Somnath Nandi, 58, is being appointed as Director (Technical) from 18 December

2020 till 31 December 2022 (superannuation date) or until further orders are
received. Prior to this, he was Executive Director, Growth & EMD of Steel
Appoint Somnath Nandi (DIN: 08859169) as
Authority of India Limited (SAIL) and also headed the Environment Management
Director (Technical) from 18 December 2020 till his
30-Sep-2021 N M D C LTD. AGM Management For For Divisions at SAIL, Kolkata. He is liable to retire by rotation. His proposed
superannuation on 31 December 2022 or until
remuneration is not disclosed: remuneration in public sector enterprises is usually
further orders from the Government of India
not high. As a good practice, we expect companies to disclose the proposed
appointment terms including proposed remuneration to its shareholders through the
AGM notice.
Q2
Ms. Sukriti Likhi, 53, holds a Master’s in Public Administration from Harvard
University, a Master’s in Sociology from the Delhi School of Economics and a
Bachelor’s degree in Economics (Hons) from Lady Shri Ram College. She is an
Appoint Ms. Sukriti Likhi (DIN: 01825997) as
IAS officer and is currently Additional Secretary and Financial Advisor, Ministry of
30-Sep-2021 N M D C LTD. AGM Management Government Nominee Director with effect from 23 For For
Steel, GOI. Her appointment is in line with all statutory requirements. As a
April 2021, liable to retire by rotation
representative of the Ministry of Steel, we expect Ms. Sukriti Likhi to ensure
NMDC’s board composition is compliant with regulations: there are no
independent directors on the board currently.
Q2
Ratify remuneration of Rs. 600,000 for B. The remuneration to be paid to the cost auditor is reasonable compared to the size
Mukhopadhyay & Co., as cost auditors for FY22 and scale of the company’s operations.
Q2
At the current market prices, PDL’s valuation is higher than industry peers.
Notwithstanding, PDL is a 75% subsidiary of USL and has negative net worth due
to continuous losses. It needs uninterrupted financial and other support from USL in
Approve merger of Pioneer Distilleries Ltd (PDL), a
30-Sep-2021 UNITED SPIRITS LTD. NCM Management For For order to continue its business operations, therefore we support the merger into USL.
75% subsidiary, with United Spirits Ltd (USL)
Further, the size of PDL’s operations is insignificant when compared to USL’s size
(0. 6% of USL’s total income) and therefore the overall consolidated impact will be
Q2 limited.
NATIONAL BUILDINGS
30-Sep-2021 CONSTRUCTION CORPN. AGM Management For For Routine resolution.
Q2 LTD.
NATIONAL BUILDINGS
Approve final dividend of Re 0.47 per share of face The total dividend outflow for FY21, is Rs. 846. 0 mn and dividend payout ratio is
30-Sep-2021 CONSTRUCTION CORPN. AGM Management For For
value of Re.1.0 for FY21 42%.
Q2 LTD.
Ms. Baldev Kaur Sokhey, 56, Director - Finance was appointed on the board on 16
NATIONAL BUILDINGS August 2019. She retires by rotation and attendant all board meeting in FY21. Her
Approve Baldev Kaur Sokhey (DIN: 06955670) as
30-Sep-2021 CONSTRUCTION CORPN. AGM Management For For reappointment is in line with statutory requirements. Baldev Kaur Sokhey is the
LTD. company’s CFO and must address the multiple concerns raised by the auditor on the
Q2 financial statements.
NATIONAL BUILDINGS Authorize the board to fix remuneration of statutory required to authorize the board to fix the remuneration of statutory auditors at
30-Sep-2021 CONSTRUCTION CORPN. AGM Management auditors appointed by the Comptroller and Auditor For For appropriate level. The statutory auditors were paid Rs. 4. 8 mn in FY21 which is
LTD. General of India for FY22 commensurate with the size and complexity of the company: we expect audit fees in
Q2
NATIONAL BUILDINGS
30-Sep-2021 CONSTRUCTION CORPN. AGM Management For For
Chandra Wadhwa & Co as cost auditor for FY22 reasonable compared to the size and scale of the company’s operations.
Q2 LTD.
Investee
Proposal by Vote
Type of company’s
Meeting Management
Shareholder Abstain
Recommendation
We have relied upon the auditors’ report, which has highlighted issues pertaining to
revision of pay scales of employees, which has resulted in reduction of salaries and
wages of Rs. 1,445. 0 mn and reduction in sales revenue by Rs. 567. 7 mn. There
are going concerns issues in respect of joint ventures HATSOFF Helicopter
HINDUSTAN AERONAUTICS Adoption of standalone and consolidated financial
30-Sep-2021 AGM Management For For Training Pvt. Ltd. , HALBIT Avionics Pvt. Ltd. And Helicopter Engines MRO Pvt.
Ltd. Other issues include covid-19 related impact and winding up/discontinuation
of operations of subsidiaries/joint ventures. Except for these matters, the auditors
are of the opinion that the financial statements are prepared in accordance with the
Q2
HINDUSTAN AERONAUTICS Total dividend outflow aggregates to Rs. 10. 0 bn. Payout ratio is 31. 0% of
30-Sep-2021 AGM Management share as final dividend (face value: Rs. 10.0 per For For
LTD. standalone PAT.
Q2 share) for FY21
Arup Chatterjee, 59, is the Director (Engineering and R&D). He has been on the
HINDUSTAN AERONAUTICS Reappoint Arup Chatterjee (DIN: 08139347) as board of the company since 1 June 2018. He has attended all board meetings held in
LTD. Director, liable to retire by rotation FY21. He is liable to retire by rotation; his reappointment is in line with statutory
Q2 requirements.
C B Ananthakrishnan, 57, is the Director (Finance) & CFO. He has been on the
HINDUSTAN AERONAUTICS Reappoint C B Ananthakrishnan (DIN: 06761339) board of the company since 1 August 2018. He has attended all board meetings held
LTD. as Director, liable to retire by rotation in FY21. He is liable to retire by rotation; his reappointment is in line with statutory
Q2 requirements.
The Comptroller & Auditor General of India (C&AG) has appointed Maharaj N. R.
Suresh & Co. LLP as statutory auditors. As per Section 142 of the Companies Act,
Authorize the board to fix remuneration of statutory 2013, shareholder approval is required to authorize the board to fix the
HINDUSTAN AERONAUTICS
30-Sep-2021 AGM Management auditors appointed by the Comptroller and Auditor For For remuneration of statutory auditors at appropriate level. The statutory auditors were
LTD.
General of India for FY22 paid Rs. 4. 9 mn as audit fee in FY21 which is commensurate with the size and
complexity of the company: we expect audit fees in FY22 to be in same range. The
company has not disclosed the range in which the audit fee shall be paid.
Q2
HINDUSTAN AERONAUTICS Approve remuneration of Rs. 250,000 to GNV & The total remuneration proposed to be paid to the cost auditors in FY22 is
30-Sep-2021 AGM Management For

Consolidated Trustee Report FY 2021 2022

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ADITYA BIRLA SUN LIFE MUTUAL FUND

1) Mr. Gopalaraman Padmanabhan (Chairman)

LIST OF DIRECTORS OF ADITYA BIRLA SUN LIFE AMC LIMITED

CHIEF EXECUTIVE OFFICER

REGISTRAR & TRANSFER AGENTS

For physical Gold

Orbis Financial Corporation Ltd,

For other securities/instruments

Greetings from Aditya Birla Sun Life Mutual Fund!

A. Open Ended Schemes:

Sr. Amount collected (Rs.

B. Close Ended Schemes:

Sr. Amount collected

Economic Environment: FY 2021 - 2022

OVERVIEW OF GLOBAL ECONOMY

OVERVIEW OF INDIAN ECONOMY

MUTUAL FUND INDUSTRY OVERVIEW

Inception - December 14,2013

Inception - April 24,2008

Inception - May 13,2011

Inception - February 21,2013

 Past Performance may or may not be sustained in the future.

Aditya Birla Capital Limited

Aditya Birla Group

Sun Life (India) AMC Investments Inc

Asset Management Company:

Percentage ownership held by the

III. STATUTORY INFORMATION

Summary of Significant Accounting Policies: Accounting policies are in accordance with

 UNCLAIMED DIVIDEND AND REDEMPTION AS ON MARCH 31, 2022

Unclaimed Redemption Unclaimed Dividend

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life Tax

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life

Aditya Birla Sun Life Tax

Total 72 24,15,625.94 1,468 9,77,523.39

Net Assets as on (Rs.)