ANNUAL REPORT (CLOSE ENDED SCHEMES) 2018-19

Union Capital Protection Oriented Fund - Series 6 Union Capital Protection Oriented Fund - Series 7 Union Capital Protection Oriented Fund - Series 8

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

Name of Trustee Company: Name of Sponsors: Union Trustee Company Private Limited Union Corporate Identity Number (CIN): Registered Office: U65923MH2009PTC198198 Union Bank Bhavan, 239, Vidhan Bhavan Marg, Registered Office: Nariman Point, Mumbai - 400 021. Unit 503, 5th Floor, Leela Business Park, Dai-ichi Life Holdings, Inc. Andheri Kurla Road, Andheri (East), 13-1, Yurakucho 1-Chome, Chiyoda-ku, Mumbai - 400 059. Tokyo 100- 8411, Japan Tel: +91-22-6748 3300 • Fax: +91-22-6748 3401 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

CONTENTS

Trustee Report 3 - 157 Independent Auditor’s Report 158 - 159 Balance Sheet 160 Revenue Account 161 Cash Flow 162 Schedules 163 - 165 Notes 166 - 177 Annexure 1 178 - 180 Perspective Historical Per Unit Statistics 181 - 183

2 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

TRUSTEE REPORT

The Board of Directors of Union Trustee Company Private Limited has great pleasure in presenting the Eighth Annual Report and the Audited Accounts of the Schemes of Union Mutual Fund for the Financial Year ended March 31, 2019. Brief Background of Sponsors, Trust, Trustee Company and Asset Management Company (AMC) Union Mutual Fund Union Mutual Fund ("the Mutual Fund" or "the Fund") was set up as a trust on December 1, 2010 by Union Trustee Company Private Limited [the Trustee/Trustee Company] in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882) and is duly registered under the Indian Registration Act, 1908 with and Dai-ichi Life Holdings, Inc. as the Sponsors. The Trustee has entered into an Investment Management Agreement (IMA) dated December 2, 2010 with Union Asset Management Company Private Limited [the AMC] to function as the Investment Manager for all the schemes of the Mutual Fund. The Mutual Fund was originally registered with SEBI on March 23, 2011 under Registration Code MF/066/11/01. The Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India acquired the entire shareholding held by KBC Participations Renta in Union Asset Management Company Private Limited and Union Trustee Company Private Limited, which constituted 49% (forty nine per cent) of: (a) the paid-up equity share capital of Union Asset Management Company Private Limited; and (b) the paid-up equity share capital of Union Trustee Company Private Limited. The Board of Directors of Union Asset Management Company Private Limited and Union Trustee Company Private Limited approved the aforesaid transfer of shares on September 20, 2016. Pursuant to the above change in shareholding, Union KBC Mutual Fund was renamed as Union Mutual Fund, and SEBI vide its letter dated November 08, 2016 issued fresh Registration Certificate No. MF/066/11/01 dated November 08, 2016 in the name of Union Mutual Fund and cancelled the old Registration Certificate No. MF/ 066/11/01 dated March 23, 2011 in the name of Union KBC Mutual Fund. Subsequently, pursuant to the Investment and Subscription Agreement between Union Bank of India, Dai-ichi Life Holdings, Inc. and Union Asset Management Company Private Limited, Dai-ichi Life Holdings, Inc. had on May 17, 2018, invested in Union Asset Management Company Private Limited to the extent of 39.62% of the post issue share capital of Union Asset Management Company Private Limited, on a fully diluted basis, subject to relevant terms and conditions. Pursuant to this investment, Dai-ichi Life Holdings, Inc. holds more than 40% of the networth of Union Asset Management Company Private Limited. Consequently, Union Bank of India and Dai-ichi Life Holdings, Inc. have become Co-sponsors of Union Mutual Fund The Sponsors of Union Mutual Fund Union Mutual Fund is sponsored by Union Bank of India and Dai-ichi Life Holdings, Inc. The Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India (Sponsor) and KBC Participations Renta (erstwhile co-sponsor) have entrusted a sum of ₹ 1,00,000 each to the Trustee as the initial contribution towards the corpus of the Mutual Fund. Union Bank of India is one of the leading public sector banks in India and is headquartered in Mumbai. As on May 31, 2019, the Bank had a network of about 4287 domestic branches, 3 foreign branches, 1 representative office and 1 overseas subsidiary office and around 65 million customers. Moreover, all of these branches are integrated under the Core Banking Solution. Union Bank of India was one of the first large public sector banks in the country to have implemented 100% networking of branches. Dai-ichi Life Holdings, Inc. (“Dai-ichi Life”) is a stock company with limited liability, incorporated under the laws of Japan in the year 1902 and listed on the Tokyo Stock Exchange. Dai-ichi Life is a financial services holding company engaged in carrying out both insurance and non-insurance (including asset management) businesses through various subsidiaries and affiliated companies. Over the past 10 years, Dai-ichi Life has expanded its business globally and is currently engaged in the life insurance sectors of 6 jurisdictions other than Japan. In addition to the life insurance business, Dai-ichi Life is also engaged in the business of asset management and has setup a trilateral business structure to cover the asset management markets of Japan, Europe and USA. Dai-ichi Life carries out asset management business in Japan and overseas through its group company /affiliates, Asset Management One Co. Ltd. and the Janus Henderson Group. Asset Management One Co. Ltd. and Janus Henderson Group are emerging global asset management companies that provide customers with high quality products and services. Dai-ichi Life is a committed and reputable player in the insurance and asset management business. Union Trustee Company Private Limited (the Trustee) Union Trustee Company Private Limited [Corporate Identity Number (CIN): U65923MH2009PTC198198] is a company incorporated under the Indian Companies Act, 1956 and was incorporated on December 30, 2009 having its Registered Office at Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East) Mumbai – 400 059. (with effect from August 07, 2017) The Trustee is the exclusive owner of the Trust Fund and holds the same in trust for the benefit of the unit holders. The liabilities and the responsibilities of the Trustee shall be as prescribed in the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time (the Regulations). Union Trustee Company Private Limited, through its Board of Directors, has been discharging its duties and carrying out the responsibilities as provided in the Regulations and the Trust Deed. The Trustee seeks to ensure that the Fund and the Schemes floated there under are managed by the AMC in accordance with the Trust Deed, the Regulations, directions and guidelines issued by SEBI, the Stock Exchanges, the Association of Mutual Funds in India (AMFI) and other regulatory agencies. Directors of the Trustee Company (as on March 31, 2019): Name Brief Experience Dr. K. Cherian Varghese# Dr. Cherian is the Chairman of the Board of Directors of the Trustee Company. He was the Chairman of the Board for Industrial and Financial Reconstruction (BIFR) from the year 2009 to 2010 with responsibilities of overall governance. He was also the Chairman and Managing Director of Union Bank of India and from the year 2004 to 2006 and year 2000 to 2004 respectively. He has also worked with National Institute of Securities Market as a Member, Board of Governors, IDBI Intech as Director, Export Import Bank of India as Director, Indian Institute of Banking and Finance as President. Mr. Kurian Peter Arattukulam# Mr. Kurian is currently a Director on the Board of Muthoot Capital Services Limited, Muthoot Finecorp Limited. He was also a Director on the Board of Geojit Financial Services Limited, Granules Limited, Geojit Credits Private Limited and JP Morgan Asset Management India Private Limited. He has held several positions in Unit Trust of India and was the Executive Trustee from 1987 till 1993. From 1997 to 2010, Mr. Kurian was the Executive Chairman of Association of Mutual Funds in India (AMFI). Mr. Kurian has also received two awards - Best Marketing Man of the year in 1987 and Best Professional Manager in 1989. Mr. Durga Prasad Duvvuri# Mr. Duvvuri has been a consultant since 1993. He has been undertaking training and workshop sessions on change management for several important academic institutions such as IIM-Bangalore, XIM-Bhubaneshwar, IRMA, Administrative Staff College of India - Hyderabad, UTI- Institute of Capital Markets-Navi Mumbai, SBI Staff College and Management Associations. Mr. Duvvuri was a member of the advisory Board of the incubation centre set up by Small Industries Development Bank of India and Indian Institute of Technology, Kanpur in the IIT Campus at Kanpur till March 2005. He has been a columnist, on management matters, for a leading financial newspaper in India. Mr. K. Madhava Kumar# Mr. Madhava Kumar was the Executive Director of Educhannel Mumbai, a consultancy firm for overseas education from April 2009 till February 2013. Prior to this, he was associated with UTI Asset Management Company Limited at its Mumbai Head Office as the Chief General Manager in the Department of Sales and Marketing. He joined the services of Unit Trust of India / UTI Asset Management Company Limited in December 1977. Thereafter, through a series of internal promotions, he worked in different departments in various positions at various locations. Last worked as President (Chief General Manager) in the Department of Sales and Marketing. Mr. Madhava Kumar has over three decades of rich experience in Mutual Fund Operations.

3 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

Directors of the Trustee Company (as on March 31, 2019): (Contd.) Name Brief Experience Mr. Sreenivasa Rao B. * Mr. Sreenivasa Rao. B is the General Manager & Chief Financial Officer of Union Bank of India, responsible for Finance and Accounts and Investor Relations functions. He is a post graduate in Agricultural Science and a certified member of Indian Institute of Bankers. He has an exposure of over 30 years of working in field as well as administrative offices. He has been a Branch Head of very large/exceptionally large branches in various demographics and has worked extensively in International Banking. He was also the Chief Executive Officer of Hong Kong operations of Union Bank of India. *Associate Director #Independent Director Union Asset Management Company Private Limited (the AMC) Union Asset Management Company Private Limited [Corporate Identity Number (CIN): U65923MH2009PTC198201], is a company incorporated under the Indian Companies Act, 1956 on December 30, 2009, having its Registered Office at Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East) Mumbai – 400 059 (with effect from August 07, 2017). Union Asset Management Company Private Limited has been appointed as the Asset Management Company of Union Mutual Fund by the Trustee vide Investment Management Agreement (IMA) dated December 2, 2010, as amended from time to time, executed between Union Trustee Company Private Limited and Union Asset Management Company Private Limited. Directors of the AMC (as on March 31, 2019): Name Brief Experience Mr. Rajkiran Rai G. * Mr. Rajkiran Rai G. is the Managing Director and CEO of Union Bank of India. He is a graduate in agricultural Science and a certified member of Indian Institute of Bankers. He has more than three decades of rich banking experience including heading Industrial Finance Branch, Regions and Zonal Offices. He started his career in 1986 as an Agricultural Finance Officer in of India, and has the rich experience of heading various branches at different parts of the country for more than 18 years. On his elevation as General Manager, he was given the responsibility of heading Human resource Development Department. He was the Field General Manager of Mumbai Zone of , when he was elevated to the post of Executive Director of Oriental Bank of Commerce. He was also serving on the Board of Canara HSBC Oriental Bank of Commerce Life Insurance Co. Ltd. Mr. Yuichiro Abe$ Mr. Yuichiro Abe is the Senior Vice President & Chief Risk Officer of Star Union Dai-ichi Life Insurance Company Limited since April 2015. He was associated with DIAM Co., Ltd. as a Senior Manager, Global Business Planning and Development from April 2014 to March 2015. He was associated with Dai-ichi Life Insurance Company, Ltd. as a Manager (Head) of Investment Business Strategy Group and Deputy General Manager, Investment Planning Department from April 2012 to March 2014 and as a Manager (Head) of International Accounting Division and Deputy General Manager of Profit Management Department from April 2009 to March 2012. He has discharged duties as an Executive Officer cum Director (Head) of Legal Compliance and Corporate Planning with Dai-ichi Life Insurance Company of Vietnam, Limited from January 2007 to March 2009. Mr. S C. Gupta# Mr. Gupta, a practising Chartered Accountant, is a Senior Partner of M/s Suresh Chandra & Associates New Delhi, a Chartered Accountant's firm set up by him in February 1975. He has discharged duties as Government Nominee / Shareholder Director of Public Sector Banks / Undertakings including , UCO Bank, Power Finance Corporation Ltd, BOB Capital Markets Limited, PNB Asset Management Company Limited. He passed the C.A examination of the Institute of Chartered Accountants of India in November 1973 in the first attempt securing All India 13th Rank. He was associated with PNB Asset Management Company as an Independent Director from the year 1999 till 2005. He is currently a Director on the Boards of various companies. Mr. Anil Bafna# Mr. Anil Bafna, a practicing Chartered Accountant, is a Senior Partner of A. Bafna & Co., Chartered Accountants. He is associated with Rajasthan State Industrial Development And Investment Corporation Limited (RIICO) as an Independent Director since May 2015. He was associated with India Nivesh Ltd. as Chairman from 2007 till 2014. He has discharged duties as a member of the Committee on Financial Markets & Investment Protection of Institute of Chartered Accountants of India and even as a National Expert of United Nation Industrial Development Organisation (UNIDO), Vienna, Austria. He is currently a Director on the Boards of various companies. Mr. Gopal Singh Gusain* Mr. Gopal Singh Gusain is the Executive Director of Union Bank of India. He is a Science graduate from Garhwal University and is an Associate Member of Institute of Cost & Management Accountants of India and Indian Institute of Bankers. He also holds diploma in Treasury, Investment and Risk Management. As a career banker with the , he has exposure of 25 years of working in field as well as administrative offices. He has worked in Credit and Risk Management function extensively. He has held various positions such as Chief Executive of Hong Kong Operations, Group Chief Risk Officer, Group Compliance Officer and General Manger Recovery & General Manager Corporate Credit. Mr. Prakash Karnik# Mr. Prakash Karnik was the Managing Director at IDFC Private Equity till June 2008. He worked with IDFC Private Equity, a 100% subsidiary and asset management company of IDFC for two and a half years and invested in a number of infrastructure companies on behalf of two Private Equity Funds of the size of US $ 630 million. Mr. Prakash Karnik was a freelance advisor to Baring Private Equity Advisors India since May 2003. Mr. Karnik was a Director with Jardine Fleming India Securities Ltd and subsequently its group company Electra Partners Asia since March 1996 till May 2003 and also a Director with Capital International Asia CDPQ INC for one year till March 2003. He was in charge of Indian investments of Electra and along with his team developed the Indian portfolio. Mr. Karnik has served as a member on the listing advisory committee of the National Stock Exchange of India. Mr. Karnik has contributed in the creation of the first venture capital fund in the year 1987 in India on behalf of UTI. He worked as the General Manager of the Unit Trust of India (UTI), where he worked for over 10 years till February 1996. He was responsible for setting up primary market division in UTI. Mr. Karnik has also been involved in the purchase of privatization assets from the Government of India from its very inception. Mr. Karnik has served as Director on various public and private companies in India. Mr. Animesh Chauhan# Mr. Animesh Chauhan, was the Managing Director & Chief Executive Officer of Oriental Bank of Commerce for the period December 2014 to June 2017. He has more than three decades of rich banking experience including handling Overseas operations, Regions and Zonal Offices. He started his career in 1979 as Direct Recruited Officer in and was elevated as General Manager in February 2010. He joined Central Bank of India on his elevation as Executive Director on August 2013 and he was overseeing the portfolios such as Retail Banking, Information Technology, Transaction Banking, Priority Sector, MSME and Recovery. He was also serving on the Board of Canara HSBC Oriental Bank of Commerce Life Insurance Co. Ltd, India Infrastructure Finance Company Limited, Indian Institute of Banking & Finance and member of Association and National Institute of Banking Studies and Corporate Management. * Associate Director #Independent Director $ Mr. Yuichiro Abe who was an Associate Director, resigned from the directorship w.e.f. April 24, 2019 and Mr. Daiju Sasaki has been appointed as the Associate Director in the Board of Directors of Union Asset Management Company Pvt. Ltd. w.e.f. April 25, 2019.

4 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

OPERATIONS: As of 31st March 2019, Union Mutual Fund had 12 Open-ended schemes, namely Union Multi Cap Fund, Union Liquid Fund, Union Tax Saver Scheme, Union Dynamic Bond Fund, Union Small Cap Fund, Union Largecap Fund, Union Balanced Advantage Fund, Union Corporate Bond Fund, Union Equity Savings Fund, Union Value Discovery Fund, Union Arbitrage Fund and Union Overnight Fund. In addition, Union Mutual Fund also has close-ended schemes, namely Union Capital Protection Oriented Fund-Series 7 and Union Capital Protection Oriented Fund-Series 8. It may be noted that Union Capital Protection Oriented Fund-Series 6 had matured 3rd April 2018. It may also be noted that Union Short Term Fund was merged with Union Liquid Fund w.e.f. January 18, 2019 and Union Asset Allocation Fund was merged with Union Balanced Advantage Fund w.e.f. March 20, 2019. Equity Market Review (F.Y. 2018 - 19) The Financial Year 2018-2019, saw volatile equity markets with select large capitalization companies outperforming the broader markets. As a result, during the year, Nifty 50 Index gained by 14.9%, while the Nifty Midcap 100 Index lost 2.66% and Nifty Smallcap 100 Index lost 14.37%. Market returns were led by Information Technology (Nifty IT Index +24.9%), Banks (Nifty Bank Index +25.4%), and Energy (Nifty Energy Index +24.7%) sector, while Metals (Nifty Metal index -13.3%), and Auto sector (Nifty Auto Index -22.9%) dragged. Indian currency declined by 6% against the US Dollar, from 65.18 to 69.15. Indian interest rates remained flattish, with 10 year Government security yields moving from 7.4% to 7.35%. Globally, interest rates declined, with US 10 year interest rates moving down from 2.78% to 2.41%. The financial year was weighed down by the Non Banking Financial Companies’s (NBFC) Asset Liability Mismatch (ALM) issues that caused a liquidity squeeze, consequently raising concerns on the sector; as the year progressed, its impact was felt in a few credit dependent sectors like Auto, Retail etc. This, coupled with GST after-effects and tepid growth in farm income, caused economic activity to decelerate, raising concerns on unemployment and rural distress. Globally, concerns on slowing economic growth spooked global central banks to adopt a dovish approach to monetary policies. US central bank changed its stance from quantitative tightening to tapered ending of the quantitative tightening, thereby exiting the balance sheet reduction programme. The International Monetary Fund (IMF) and the World Bank, revised their global growth forecasts downwards, dragged by advanced economies growth deceleration. On the domestic front, as the year progressed, politics came to the fore, in the run-up to Lok Sabha elections in May 2019, causing slowdown in public and private capital expenditure. Debt Market Review (F.Y. 2018 -19) All eyes in FY2019 were on Goods and Service Tax (GST) collections with this being the first full year for the landmark tax reform. Robust tax collections were imperative for the government to meet its stiff revenue targets. FY2019 budget was also the last full budget before general elections and the government was expected to focus on meeting its expenditure targets for the year. While GST collections were below projected levels for the year, the government was able to meet its fiscal deficit targets on higher capital revenues and direct tax collections. FY2019 was also marked by escalating trade tensions between the two biggest global economies leading to fears of slowdown. As countries faced the prospects of slowing growth and domestic pressure to save jobs, India was also impacted with exports witnessing tepid growth. India’s GDP growth has fallen in FY2019 and consequently India lost the tag of fastest growing economy to China in Q4FY2019. Crude oil prices, a major determinant of inflation, were volatile throughout FY2019 fluctuating in a wide range between USD 52 to USD 84 per barrel. As inflation trend glided over the RBI’s comfort zone of 4%, it increased its benchmark repo rate by 25 bps in its monetary policy in August 2018. In September 2018, India’s bond market was hit by a major shock in the form of a default by IL&FS which led to a sudden freeze in lending, especially to the non-banking finance companies (NBFC). This led to a slowdown in consumption and Small and Medium Enterprises (SME) space as NBFCs had become major lenders for housing, automobiles, consumer durables, SMEs etc. Term spreads spiked up with 10-year government bonds yielding above 8% and credit spreads for corporate bonds rising steeply. Inflation also reversed trend on stabilizing crude oil prices and fell below 4%. As liquidity entered into the deficit zone, RBI relied on open-market-operations to the tune of Rs. 2.9 lakh crore to inject durable liquidity into the system. A combination of these factors saw a change in stance of the monetary policy committee and was followed by three consecutive rate cuts of 25 bps each starting from February 2019. Investment Objective and performance of the schemes 1. Union Multicap Fund (Formerly Union Equity Fund): Multi Cap Fund - An open-ended equity scheme investing across large cap, mid cap, small cap stocks. The investment objective is to achieve long-term capital appreciation by investing substantially in a portfolio consisting of equity and equity related securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Growth Option was up 7.2% and that of Direct Plan - Growth Option was up 7.8%, however the fund under-performed its benchmark, the S&P BSE 500 TR Index* which was also up by 9.6%. The fund was under-weight on Mid and small cap stocks which benefitted the fund, whereas overweight positions on Auto and Infrastructure dragged the performance. Nifty Auto and Nifty Infrastructure indices declined 22.9% and 3.6% during the year. *Disclaimer: The "Index" viz. "S&P BSE 500 Index", is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates ("SPDJI") and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 2. Union Liquid Fund: An Open-Ended Liquid Scheme. The investment objective is to provide reasonable returns commensurate with lower risk and high level of liquidity through a portfolio of money market and debt securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Growth Option was up 3.58% while NAV of the Direct Plan - Growth Option was up 3.68%, however the fund underperformed its benchmark, the CRISIL Liquid Fund Index* which was also up by 7.62%. The fund had exposure to commercial paper of Infrastructure Leasing & Financial Services Limited, which defaulted in its payment in September 2018 and consequently had to be marked down to the extent of investment resulting in underperformance in the year. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 3. Union Tax Saver Scheme: An Open-ended Equity Linked Saving Scheme with a statutory lock in of 3 years and tax benefit. The investment objective is to generate income and long-term capital appreciation by investing substantially in a portfolio consisting of equity and equity related securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Growth Option was up 5.9% and that of Direct Plan - Growth Option was up 6.5%, however the fund under-performed its benchmark, the S&P BSE 500 TR Index* which was up 9.6%. The fund was under-weight on Mid and small cap stocks which benefitted the fund, whereas overweight position on Auto dragged the performance. *Disclaimer: The "Index" viz. "S&P BSE 500 Index", is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates ("SPDJI") and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 4. Union Dynamic Bond Fund: An open-ended dynamic debt Scheme investing across duration, the investment objective is to actively manage a portfolio of good quality debt as well as money market instruments so as to provide reasonable returns and liquidity to the investors. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Growth Option was up 5.27% while NAV of the Direct Plan Growth Option was up 5.55%, however the fund underperformed its benchmark, the CRISIL Composite Bond Fund Index* which was up by 6.72%. During the year, the duration profile of the scheme was maintained at higher levels than benchmark in anticipation of soft yields. However, as the yields moved up, the fund underperformed the benchmark.

5 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

*CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 5. Union Short Term Fund (formerly Union Ultra Short Term Debt Fund) An Open ended short term debt scheme investing in instruments such that the Macaulay duration of the portfolio is between 1 year to 3 years (please refer to page no. 35 of the SID on which the concept of Macaulay’s Duration has been explained), the investment objective is to provide reasonable returns commensurate with low to moderate risk and high level of liquidity through a portfolio of short to medium term debt and money market instruments. However, there can be no assurance that the investment objective of the scheme will be achieved. During the period 1st April 2018 to 17th January 2019, the NAV of the Growth Option was up 6.04% while NAV of the Direct Plan - Growth Option was up 6.19%, however the fund underperformed its benchmark, the CRISIL Short Term Bond Fund Index* which was up by 6.74%. The fund had to invest majorly in low yielding overnight instruments due to low assets under management and hence underperformed the benchmark. The scheme was merged with Union Liquid Fund effective from 18th January, 2019. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 6. Union Asset Allocation Fund: (Formerly Union Asset Allocation Fund – Moderate Plan) An Open - Ended Scheme investing in Equity and Equity Related Instruments, Debt & Money Market Instruments and Gold Exchange Traded Funds, the investment objective is to generate capital appreciation by actively investing in a diversified portfolio of Equity and Equity Related Instruments, Debt and Money Market Instruments and Gold Exchange Traded Funds. However, there is no assurance that the investment objective of the Scheme will be achieved. During the period 1st April 2018 to 19th March 2019, the NAV of the Growth Option was up 5.16% while NAV of the Direct Plan - Growth Option was up 6.19%, however the fund under-performed its Customized Benchmark Index (30% Nifty 50 Index + 55% CRISIL Composite Bond Fund Index+15% CRISIL Gold Index)* which was up by 9.26%. All three invested segments namely equities, debt and gold underperformed the benchmark resulting in scheme underperformance. The scheme was merged with Union Balanced Advantage Fund effective from 20th March, 2019. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 7. Union Small Cap Fund: (Formerly Union Small and Midcap Fund) Small Cap Fund - An Open Ended Equity Scheme predominantly investing in Small Cap stocks. The investment objective of the scheme is to achieve long term capital appreciation by investing in a portfolio consisting of equity and equity related securities, predominantly of small cap companies. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Regular Plan - Growth Option was down 12% and that of Direct Plan - Growth Option was down 11.4%, however the fund outperformed its benchmark, the Nifty Small Cap 100 TR Index* which was down by 13.5%. The Fund follows a quality oriented approach towards portfolio creation with focus on companies with healthy balance sheets, good return ratios and long term structural growth, avoiding cyclical stocks and companies with significant debt on their books. This approach helped the fund outperform the benchmark during the year. *Disclaimer: The “Product” offered by “the issuer” is not sponsored, endorsed, sold or promoted by NSE Indices Limited (formerly known as India Index Services & Products Limited). NSE Indices does not make any representation or warranty, express or implied (including warranties of merchantability or fitness for particular purpose or use) and disclaims all liability to the owners of “the Product” or any member of the public regarding the advisability of investing in securities generally or in the “the Product” linked to Nifty Smallcap 100 Index or particularly in the ability of the Nifty Smallcap 100 Index, to track general stock market performance in India. Please read the full Disclaimers in relation to the Nifty Smallcap 100 Index in the Scheme Information Document. 8. Union Capital Protection Oriented Fund – Series 6 A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is "oriented towards protection of capital" and not "with guaranteed returns". Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc. The scheme matured on April 2, 2018. Since inception, the scheme's Regular Plan - Growth Option gave returns of 4.13% while Direct Plan - Growth Option gave returns of 4.14%. It underperformed its benchmark, the (CRISIL Hybrid 85+15 Conservative Index)* which gave a return of 8.64%. As the Fund is close ended with the fixed income portion mandatorily invested in debt securities maturing in line or prior to the Fund maturity and the benchmark consists of higher duration bonds, the fund under-performed the benchmark. Further, the fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the Nifty. The high cost of the option has resulted in the under-performance. (*CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices.) 9. Union Capital Protection Oriented Fund – Series 7 A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is "oriented towards protection of capital" and not "with guaranteed returns". Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc. The Fund was launched in Feb 2017 and the allotment was completed on 28th February, 2017. Since inception. the scheme's Regular Plan - Growth Option gave returns of 6.85% while Direct Plan - Growth Option gave returns of 7.60% till March 2019 and underperformed its benchmark, 85% CRISIL Short Term Bond Fund Index (+) 15% S&P BSE 50 Index which gave a return of 8.33%. As the Fund is close ended with the fixed income portion invested in debt securities maturing in line or prior to the Fund maturity and the benchmark consists of higher duration bonds. The fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the Nifty. The high cost of the option has led to the current under-performance. 10. Union Capital Protection Oriented Fund - Series 8 A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments.

6 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is "oriented towards protection of capital" and not "with guaranteed returns". Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc. The Fund was launched in September 2017 and the allotment was completed on 8th September, 2017. Since inception, the scheme's Regular Plan - Growth Option gave returns of 5.11% till March 2019 and underperformed its benchmark, the (CRISIL Hybrid 85+15 Conservative Index)* which gave a return of 9.07%. As the Fund is close ended with the fixed income portion invested in debt securities maturing in line or prior to the Fund maturity and the benchmark consists of higher duration bonds. The fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the Nifty. The high cost of the option has led to the current under-performance. (*CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices.) 11. Union Largecap Fund: (Formerly known as Union Focussed Largecap Fund) Large Cap Fund – An open ended equity scheme predominantly investing in large cap stocks. The investment objective of the Scheme is to seek to generate capital appreciation by investing in a portfolio of select equity and equity linked securities of large cap companies. However, there can be no assurance that the Investment Objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Regular Plan - Growth Option was up 5.6% and that of Direct Plan - Growth Option was up 6.1%, however the fund underperformed its benchmark, the BSE 100 TR Index* which was up 13.8%. The fund was initially under-weight on sectors like Information Technology (IT) and Energy, which outperformed the benchmark thereby dragging the performance. Nifty IT Index was up 24.9%, whereas Nifty Energy Index was up 24.7%.The fund was also concentrated in less than 30 stocks, which also impacted the performance. This was gradually diversified to approx. 65 stocks, during the year, which in turn has benefited the fund during the second half of the FY 2018-19. *Disclaimer: The "Index" viz. "S&P BSE 100", is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates ("SPDJI") and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 12. Union Balanced Advantage Fund: (Formerly known as Union Prudence Fund) An Open-ended Dynamic Asset Allocation Fund. The investment objective of the Scheme is to achieve long term capital appreciation and generate income through an equity portfolio by using long equities, equity derivatives and arbitrage opportunities available. However, there is no assurance that the Investment Objective of the scheme will be achieved. During the year FY 2018-2019, the NAV of the Regular Plan - Growth Option was up 7.3% and that of Direct Plan - Growth Option was up 8%, however the fund underperformed its benchmark, the 65% S&P BSE 50 Index (+) 35% CRISIL Composite Bond Index TR Index* which was up 12.6%. The Unhedged Equity Allocation was lower than the benchmark and was under underweight during the year, which dragged the performance. The volatility of the scheme returns, as measured by standard deviation, was lower than that of benchmark equity returns. Hence on a risk adjusted basis, the scheme delivered superior risk adjusted return, which is in line with the stated objective. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 13. Union Corporate Bond Fund An Open-Ended Debt Scheme predominantly investing in AA+ and above rated corporate bonds. The investment objective is to achieve long term capital appreciation by investing substantially in a portfolio of corporate debt securities. However, there can be no assurance that the investment objective of the scheme will be achieved. The scheme was launched in May 2018. During the period 25th May 2018 to 31st March 2019, The NAV of the Regular Plan - Growth Option was up 8.23% while NAV of the Direct Plan - Growth Option was up 8.54%, however the fund underperformed its benchmark, the CRISIL Short Term Bond Fund Index* which was also up by 9.07%. Multiple credit rating downgrades of one the securities having ~7% exposure of fund AUM led to the underperformance in the year. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 14. Union Value Discovery Fund An Open-ended equity scheme following a value investment strategy. The investment objective of the scheme is to seek to generate long term capital appreciation by investing substantially in a portfolio of equity and equity related securities of companies which are undervalued (or are trading below their intrinsic value). However, there can be no assurance that the Investment Objective of the scheme will be achieved. The fund was launched during the year. The NAV of the Regular Plan - Growth Option was up 6.6% and that of Direct Plan - Growth Option was up 6.9%, since inception. However, the fund underperformed its benchmark, the BSE 500 TR Index* which was up 7.1%. The current strategy for the Union Value Discovery Fund is to invest significant portion of fund assets in Bargain stocks which we believe are trading very close to the current fair value but are out of favour largely due to temporary factors. We expect these stocks to re-rate as and when headwinds in the sector or the company recede over a period of time and hence are expected to deliver superior returns. *Disclaimer: The "Index" viz. "S&P BSE 500 Index", is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates ("SPDJI") and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 15. Union Equity Savings Fund An Open Ended Scheme investing in Equity, Arbitrage and Debt. The investment objective of the scheme is to seek capital appreciation and/or to generate consistent returns by actively investing in a combination of diversified equity and equity related instruments, arbitrage and derivative strategies and exposure in debt and money market instruments. However, there is no assurance that the Investment Objective of the scheme will be achieved. The fund was launched during the year. The NAV of the Regular Plan - Growth Option was up 3.9% and that of Direct Plan - Growth Option was up 4.4%, since inception. However, the fund underperformed its benchmark, CRISIL Short Term Debt Hybrid 75+25 Fund Index* which was up 4.5%. The Unhedged Equity Allocation was lower than the benchmark and was under underweight during the year, which dragged the performance. The volatility of the scheme returns, as measured by standard deviation, was lower than that of benchmark equity returns. Hence on a risk adjusted basis, the scheme delivered superior risk adjusted return, which is in line with the stated objective. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices.

7 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

16. Union Arbitrage Fund An Open Ended scheme investing in Arbitrage Opportunities. The investment objective of the scheme is to generate capital appreciation and income by predominantly investing in the cash and derivatives segment of the equity market, and by investing the balance in debt and money market instruments. However, there is no assurance that the Investment Objective of the scheme will be achieved. The fund was launched during the year. The NAV of the Regular Plan - Growth Option was up 0.59% and that of Direct Plan - Growth Option was up 0.63%, since inception. However, the fund marginally underperformed its benchmark, the Nifty 50 Arbitrage Index* which was up 1%. The arbitrage positions were gradually ramped up, since launch in February 2019, hence was underinvested in arbitrage during the tenure, thereby underperforming the benchmark. *Disclaimer: The “Product” offered by “the issuer” is not sponsored, endorsed, sold or promoted by NSE Indices Limited (formerly known as India Index Services & Products Limited). NSE Indices does not make any representation or warranty, express or implied (including warranties of merchantability or fitness for particular purpose or use) and disclaims all liability to the owners of “the Product” or any member of the public regarding the advisability of investing in securities generally or in the “the Product” linked to Nifty 50 Arbitrage Index or particularly in the ability of the Nifty 50 Arbitrage Index, to track general stock market performance in India. Please read the full Disclaimers in relation to the Nifty 50 Arbitrage Index in the Scheme Information Document. 17. Union Overnight Fund An Open-Ended Debt Scheme investing in overnight securities, the investment objective of the Scheme is to generate returns by investing in Debt and Money Market Instruments with overnight maturity. However, there is no assurance that the investment objective of the scheme will be achieved. The scheme was launched in March 2019. During the period 27th March 2019 to 31st March 2019, the NAV of the Regular Plan - Growth Option was up 7.75% while NAV of the Direct Plan - Growth Option was up 7.87%, the fund outperformed its benchmark, the CRISIL Overnight Index* which was also up by 6.51%. The fund has invested its corpus in overnight tri-party repos as per the fund mandate. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. Basis and policy of investment underlying the scheme The basis and policy of investment of the Schemes is in line with the investment objective of the Scheme as mentioned above, and as per the asset allocation pattern and investment strategy detailed in the respective Scheme Information Document (SID). MUTUAL FUND INVESTMENTS ARE SUBJECT TO MARKET RISKS, READ ALL SCHEME RELATED DOCUMENTS CAREFULLY. Equity Market Outlook: Nifty 50 Index trades at 27.41 x trailing 12 months’ earnings which is higher than long period averages. We expect the market returns to be driven mainly by fair value growth in the medium term as it currently trades at a premium to fair value. According to us, the driver of fair value growth in the medium term can be a) Government introducing measures for structural economic reforms, b) cyclical uptick in economy along with improved capacity utilization, which can result in earnings growth getting a boost from operating leverage, and c) reduction in cost of equity led by accommodative monetary policies – both locally and globally. However, the key risks to near term fair value growth are a) slowing domestic and global macro and b) higher fiscal and current account deficit Debt Market Outlook: We expect RBI to continue with an accommodative monetary policy given the persistently benign inflation prints and low growth outlook. Incoming macro-economic data and various central bank commentaries suggest a softer interest rate scenario although volatile crude oil prices pose a risk to domestic economy. We also expect credit risks in the domestic market to continue as non-banking finance companies go through a period of extreme liquidity squeeze. New liquidity norms are being proposed for NBFCs which could temper the aggressive lending growth rates seen in the recent past. On the other hand, banks are likely to grow their lending book at a faster rate going forward as they come out of a weak credit cycle and could alleviate the pain of slowdown in the NBFCs space. Banks will therefore have to play a major role, if the private capex in India has to pick up pace. Investor Services Union Mutual Fund services a client base of more than 2 lakh accounts across India through its 18 offices and 204 Investor Service Centres (ISCs) of its Registrar and Transfer Agent (RTA), Computer Age Management Services Pvt. Ltd. (CAMS). Offices of Union Asset Management Company (AMC) in Ranchi and Varanasi were converted to Official Points of Acceptance (OPAs) for the convenience of investors. Our dedicated Call Centres at Chennai and Mumbai offer continuous and uninterrupted services to investors and distributors. We have facilitated with furnishing Account Statement /valuation details via SMS on receipt of a missed call from the registered mobile number of the investor. For the convenience of investors, Union Mutual Fund is constantly striving to provide convenient products and features to investors for smooth execution of transactions and to provide information in a systematic and efficient manner. Following are the various new services/ facilities initiated by the AMC during the year : 1. The facility of SIP Pause was introduced which allows the investors to stop an existing SIP plan for a period of 1 to 12 months i.e. during financial distress investor can pause SIP plan for a while and resume once normalcy returns. 2. The facility of enabling SIP during any day of the month was introduced. 3. The feature of SIP was enabled in Union Liquid Fund. 4. Account statement of the Fund now displays SIP registrations. This will enable investors to keep a track of all systematic investments, keep an eye on the end date for renewals. 5. To help investors and mutual fund distributors effectively use the strong network and reach of Stock Exchange platforms (BSE & NSE) and to also keep transaction handling simpler, the fund has enabled various online facilities such as e-SIP using this platform. 6. Fund has introduced online distributor empanelment platform through which distributors can get empanelled with us in few clicks. It has got a very good response from Independent Financial Advisor (IFA) communities with more than 339 IFAs getting empanelled in 2 months’ time. 7. Informing investors through our dedicated contact centre on SIP maturities. 8. Introduced ‘One Time Mandate’ (OTM) & Investment through facility for the ease and convenience of transacting with the Fund. 9. We have introduced sending welcome emailer to all our new investors with a link for online submission of request for correction, if any, in the investor’s details. During the year under review, Union Mutual Fund has launched the following new schemes: Scheme Name Type of scheme (uniform description of scheme) Union Equity Saving Fund An Open ended scheme investing in Equity, Arbitrage and Debt Union Corporate Bond Fund An Open ended debt scheme predominantly investing in AA+ and above rated corporate bonds Union Value Discovery Fund An Open-ended equity scheme following a value investment strategy Union Arbitrage Fund An Open ended scheme investing in Arbitrage Opportunities Union Overnight Fund An Open ended scheme investing in overnight securities We advise investors to regularly check their account statements and inform the AMC incase there is any difference in the investors’ details or the transaction details as reflected in the account statement. Investors are requested to verify their bank account for receipt of dividend / redemption proceeds. Investors can approach any of the AMC offices or contact the Call Centre for clarification/discrepancy, if any. We also advise investors to register their email address and mobile numbers, if not registered, to receive alerts about their financial and non- financial transactions.

7 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

As on 31st March 2019, there are 2,37,658 investor accounts under all the schemes of the Fund. Redressal of Complaints received against Union Mutual Fund during 2018-19 Name of Mutual Fund: Union Mutual Fund Total number of folios as on March 31, 2019: 2,37,658 Com- Type of (a) No. of (b) No of Action on (a) and (b) plaint complaint# complaints complaints Resolved Pending code pending at the received Within 30-60 60-180 Beyond Non 0-3 3-6 6-9 9-12 beginning of the year during the year 30 days days days 180 days Actionable* months months months months I A Non receipt of Dividend 0 0 0 0 0 0 0 0 0 0 0 on Units I B Interest on delayed payment 0 0 0 0 0 0 0 0 0 0 0 of Dividend I C Non receipt of Redemption 0 4 4 0 0 0 0 0 0 0 0 Proceeds I D Interest on delayed payment 0 0 0 0 0 0 0 0 0 0 0 of Redemption II A Non receipt of Statement of 0 0 0 0 0 0 0 0 0 0 0 Account/Unit Certificate II B Discrepancy in Statement 0 0 0 0 0 0 0 0 0 0 0 of Account II C Data corrections in Investor 0 70 70 0 0 0 0 0 0 0 0 details II D Non receipt of Annual 0 0 0 0 0 0 0 0 0 0 0 Report/Abridged Summary III A Wrong switch between 0 0 0 0 0 0 0 0 0 0 0 Schemes III B Unauthorized switch 0 1 1 0 0 0 0 0 0 0 0 between Schemes III C Deviation from Scheme 0 0 0 0 0 0 0 0 0 0 0 attributes III D Wrong or excess 0 0 0 0 0 0 0 0 0 0 0 charges/load III E Non updation of changes 0 0 0 0 0 0 0 0 0 0 0 viz. address, PAN, bank details, nomination, etc IV Others 0 58^ 58^ 0 0 0 0 0 0 0 0 TOTAL 0 133 133 0 0 0 0 0 0 0 0 # including against its authorized persons/ distributors/ employees. etc. *Non actionable means the complaints that are incomplete / outside the scope of the mutual fund. ^Out of the 58 complaints under the heading 'Others', 23 complaints pertain to scheme performance and the remaining complaints relate to data entry errors, unit allotment, SIP/STP cancellation request not processed, etc. The above complaints data has been reviewed by the Board of Directors of Union Trustee Company Private Limited in its meeting held on April 24, 2019. Significant Accounting Policies Accounting policies are in accordance with Securities & Exchange Board of India (Mutual Fund) Regulations 1996. Unclaimed Dividends & Redemptions: For Financial Year 2018-2019 the amount of dividend and redemption declared and remaining unclaimed is Rs. 32,88,453.53. Scheme Name Unclaimed Redemptions Unclaimed Dividend Amount (Rs.) No. of Investors Amount (Rs.) No. of Investors Union Multi Cap Fund (Formerly Union Equity Fund) 988,641.42 14 11,846.24 10 Union Liquid Fund 1.28 1 - - Union Tax Saver Scheme 33,500.29 2 67,826.29 57 Union Asset Allocation Fund 133,895.03 4 3,503.64 3 Union Largecap Fund (Formerly Focussed Largecap Fund) 98,861.34 1 - - Union Fixed Maturity Plan Series 7 59,367.00 3 - - Union Small Cap Fund (Formerly Union Small and Midcap Fund) - - 11,574.08 2 Union Capital Protection Oriented Fund Series 1 238,590.48 9 - - Union Capital Protection Oriented Fund Series 2 135,703.70 2 - - Union Capital Protection Oriented Fund Series 3 650,585.30 12 - - Union Capital Protection Oriented Fund Series 4 211,168.14 5 - - Union Capital Protection Oriented Fund Series 5 333,982.00 4 - - Union Trigger Fund Series - 2 309,407.30 6 - - Grand Total 3,193,703.28 63 94,750.25 72

8 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

The details on the process of claiming the unclaimed amounts and the necessary forms/documents for the same are available on the website i.e. www.unionmf.com UPDATION OF KNOW YOUR CLIENT (KYC) DETAILS In case there is any change in your KYC information please update the same by using the prescribed ‘KYC Change Request form’ and submit the same at the Point of Service of any KYC Registration Agency. VOTING RIGHTS POLICY, SCRUTINIZER’S CERTIFICATION, DETAILS OF ACTUAL EXERCISE OF PROXY VOTES ALONG WITH SUMMARY FOR 2018-19: As per the requirements of SEBI Circular No. SEBI/IMD/CIR No. 18/198647/2010 dated March 15, 2010 and subsequent circular(s) thereto with regard to “Role of Mutual Funds in Corporate Governance of Public Listed Companies”, Union Asset Management Company Private Limited has formulated its “Voting Rights Policy”. The said policy, the scrutinizer's certification on the Voting Reports for Financial Year 2018-19, the details of actual exercise of proxy votes along with the summary of votes cast during the Financial Year 2018 – 2019 are provided as Annexure A herewith. The scrutinizer's certification and the details of actual exercise of proxy votes are on the basis of the Voting Rights Policy applicable during the Financial Year 2018-19. Statutory Details: The Sponsors are not responsible or liable for any loss resulting from the operation of the Schemes of the Fund beyond the initial contribution (to the extent contributed) of ₹ 2,00,000 made for setting up the Fund, and such other accretions / additions to the same. The price and redemption value of the units, and income from them, can go up as well as down with fluctuations in the market value of its underlying investments in securities. Full Annual Report shall be disclosed on the website (www.unionmf.com) and shall be available for inspection at the Head Office of the Mutual Fund. Present and prospective unit holders / investors can obtain a copy of the trust deed, the full Annual Report of the Fund / AMC at a price and the text of the relevant scheme. Acknowledgements Union Mutual Fund is grateful to its investors / unit holders for reposing faith and confidence in it. The Fund expresses its deep gratitude and places on record its appreciation to the Securities and Exchange Board of India (SEBI), Association of Mutual Funds in India (AMFI), (RBI) and other Government and regulatory authorities, Registrars, Custodians and Bankers for their continued support, advice and co-operation. For Union Trustee Company Private Limited Sd/- Director Place : Mumbai Date : June 27, 2019

9 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE A:

VOTING RIGHTS POLICY, SCRUTINIZER’S CERTIFICATION, DETAILS OF ACTUAL EXERCISE OF PROXY VOTES ALONG WITH SUMMARY FOR 2018-19 Voting Rights Policy Background: Union Asset Management Company Private Limited (the AMC) is the Asset Management Company for Union Mutual Fund. In terms of the SEBI circular dated 15th March 2010 issued by the Securities and Exchange Board of India (SEBI), as amended from time to time, the AMC has set out this Voting Policy. The Policy contains the principles that form the basis for exercise of all voting rights attached to the securities issued by the Investee Companies. In general, the AMC does not have the intention to participate directly or indirectly in the management of the companies but it will use its influence as the representative of the shareholders amongst others by exercising its voting rights in accordance with the best interests of its fund’s unit holders. Philosophy: Voting Right means, the right of a shareholder to vote on matters of corporate policy and other resolutions. The exercise of voting rights requires the regular monitoring of financial performances, corporate governance matters, industry performances and subsequent consideration of the potential impact of a vote on the value of the securities of the issuer held by the schemes of Union Mutual Fund. In order to discharge its obligations under this policy, the AMC accesses and utilizes research on management performance and corporate governance issues, drawn from its in-house research team, independent research firms amongst others. The Schemes are entitled to exercise the voting rights attached to the shares held by the respective schemes. The shareholders do not necessarily need to be physically present at the site of the company's annual meeting / extra-ordinary general meeting in order to exercise their right to vote. It is common for shareholders to voice their vote by proxy and accordingly the AMC may do so. In connection herewith, the AMC will exercise adequate safeguards to address any conflicts of interest with regard to any individual investments. This may imply that the AMC through its representatives may decide to refrain from exercising its voting rights if considered appropriate. The AMC will generally vote with the issuer company’s management on routine matters where the AMC does not have a differing point of view. With respect to non-routine matters such as proposed take-over, merger etc., the financial impact will be analysed and the vote will be cast on a case by case basis. Mutual fund assets will only be voted in the exclusive interest of the unit holders, without taking into consideration the interest of the businesses of associated Companies. The strict separation of the AMC’s asset management activities from other activities within associated companies prevents access of the Asset Management Company to insider and price sensitive information for which use and/or disclosure of such information could generate conflicts of interest. As a result, Union Group companies inter se may vote differently on a voting issue. The AMC will generally Abstain from voting for the following reasons 1. The Information available in the notices is not sufficient to take any decision to vote for or against a resolution. 2. The Holding is in Schemes that are Exchange Traded Funds (ETF) or Index Funds or which are a part of Arbitrage position in any fund. As these holdings are not active holdings or positions in the underlying companies, the AMC will abstain from voting on any resolutions from such holdings 3. The Holding is in Group Company 4. The Schemes of the Union MF held the securities as on the record date but these have been sold prior to the date of the meeting 5. The issues presented in the resolutions are unlikely to have a material impact on shareholder value and consequently the unit holders Voting Guidelines: The list of corporate matters for which voting rights may be required to be exercised is very wide. However, some of the matters are critical for the investors and may impact the value of the investment in the long run. Broadly, 1. The AMC supports resolutions that change the state of incorporation, merger and other corporate restructuring etc. which are in the interest of the shareholder (respective schemes of Union Mutual Fund). 2. The Changes to the capital structure proposed by the company management, which the AMC believes to be in the long term interest of the company and the shareholders shall be supported and the AMC shall oppose such requests as are appearing to be unreasonably dilutive. 3. The AMC shall support proposals for employee equity compensation plans and other employee ownership plans including management compensation and employee benefits provided the same are perceived by the AMC to be in the long term interest of the company and shall enhance shareholders value. The AMC shall oppose overly generous stock options which could dilute existing shareholders value and also employee compensation perceived to be excessive. 4. The AMC shall evaluate issues relating to social and corporate responsibilities and may support matters which are believed to have significant socio-economic benefits but are not at a cost to the shareholder’s value. 5. The AMC shall support the Board’s nominees in the election of Directors and generally support proposals that strengthen the independence of the Board of Directors. The AMC believes that the foundation for good corporate governance is the selection of responsible, qualified, independent corporate Directors who are likely to diligently represent the interest of the Shareholders and oversee the management of the company in a manner that will seek to maximise shareholder value over time. 6. Other proposals submitted to shareholders related to selection of the auditors, amendments to the company’s charter or by-laws and Issues, including those business issues specific to the issuer or those raised by shareholders of the issuer, would be addressed on a case-by-case basis with a focus on the potential impact of the vote on shareholder value. The AMC reserves the right to vote against any resolution that goes against the interest of its unit holders. Decision Making Process: The decision regarding the voting on the resolutions of the Investee companies, i.e whether the AMC will vote for or against the resolution or refrain from voting shall be jointly taken by the Fund Manager and the Chief Investment Officer (CIO). In case the CIO is the Fund Manager or in case the CIO is absent, the decision will be taken jointly by the Fund Manager and the Chief Executive Officer (CEO). The AMC may consult other Institutional Shareholders and may consider the inputs from external agencies to arrive at the decision, if so required. Conflict of Interest: The AMC by virtue of being promoted by a large Financial Institution with many affiliates may be in a situation of conflict of interest. Conflict of interest may arise on account of the following situations

10 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE A:

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

11 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE A:

Auditor’s Certification on the Voting Report for the FY 2018-19: Strictly Private and Confidential June 05, 2019 Union Asset Management Company Private Limited Unit 503, 5th Floor, Leela Business Park, Andheri-Kurla Road, Andheri (East), Mumbai - 400 059. Certificate for Voting Report of Union Mutual Fund for the financial year 2018-19. 1. This certificate is issued in accordance with the terms of our engagement letter dated June 04, 2019. 2. We have been appointed as the Scrutinizer in terms of Rule 20 (3) (ix) of Companies (Management and Administration) Rules, 2014 including amendments thereto, by Union Asset Management Company Private Limited (“the AMC”) to certify the Voting Reports disclosed by the AMC on its website, in terms of the Securities & Exchange Board of India ("the SEBI") Circular No. SEBI/IMD/CIR No. 18/198647/2010 dated March 15, 2010, Circular No. CIR/IMD/DF/05/2014 dated March 24, 2014 and SEBI Circular No. SEBI/HO/IMD/DF2/CIR/P/2016/68 dated August 10, 2016, as amended from time to time, containing details of votes cast by Union Mutual Fund (“the Fund") during the year ended March 31, 2019 (“the Voting Reports") for the purpose of onward submission to the Trustees of the Fund and for disclosure in the relevant portion of the Fund’s Annual Report and website. Management’s Responsibility 3. The management of the AMC is responsible for the preparation of the Voting Reports and disclosure of the same in the Annual Report and on their website in accordance with the provisions of the aforementioned SEBI circulars, as amended from time to time, maintaining the necessary records and for ensuring compliance with the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time and other guidelines issued by SEBI for Mutual Funds and/or Asset Management Companies and/or Trustee Companies in this regard. Auditors Responsibility 4. Our responsibility, for the purpose of this certificate, is limited to certifying accuracy of the particulars contained in the Voting Reports with reference to the relevant records and documents maintained by the AMC and produced before us for verification and the information, explanations and representations given to us. 5. We carried out our work in accordance with the Guidance Note on Reports or Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India (ICAI). This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Review of Historical Financial Information and Other Assurance and Related Services Engagements. 7. Our procedures have been planned to obtain all information and explanations that we considered necessary for the purpose of our work, which included evaluating the particulars contained in the Voting Reports as aforesaid. 8. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Criteria The criteria against which the information was evaluated are: a. Policies & procedures framed by the AMC for exercising their voting rights in respect of the shares held by the Schemes of the Fund. b. Quarterly voting reports for the financial year ended March 31, 2019. c. The documents maintained by the Fund concluding the voting decision on the resolutions of the Investee Companies. d. The Minutes of the monthly meeting of the Investment Committee of the AMC for the financial year 2018-19. e. Communication between the Custodian and the AMC for votes casted. Opinion 9. On the basis of the procedures performed as aforesaid, and according to the information, explanations and representations provided to us by the AMC, we certify that: a. the Voting Reports were disclosed on the Fund’s website (in a spreadsheet format) on a quarterly basis within 10 working days from the end of the relevant quarter. b. the contents of the Voting Reports are matching with the documents maintained by the Fund. c. the Voting Reports disclosed by the AMC on its website (www.unionmf.com) for the Financial Year 2018-19 are in accordance with the requirements of the aforementioned SEBI circulars. Further, nothing has come to our attention that causes us to believe that, the details mentioned in the Voting Reports are inconsistent or not in agreement with the relevant records and documents maintained and representations provided by the AMC for the financial year ended March 31, 2019. Restriction on Use 10. This certificate has been issued at the request of the Management of the AMC for the purpose of onward submission to the Trustees of Union Mutual Fund and to enable the AMC and Union Trustee Company Private Limited to comply with the requirements of disclosures in the Annual Report and the website of the Union Mutual Fund. This certificate should not be used for any another purpose other than as mentioned in the aforesaid SEBI circulars and should not be distributed to any other party without our prior written consent. Yours faithfully For B S R & Co. LLP Chartered Accountants Firm Registration No: 101248W/W-100022 Sd/- Milind Ranade Partner Membership No: 100564 UDIN: 19100564AAAABF6919 Disclosure of Exercise of Proxy Votes in Equity Holdings across all schemes of Union Mutual Fund Summary of Proxy Votes cast by Union Mutual Fund across all the investee companies Summary of Votes cast during the F.Y. 2018-2019 F.Y. Quarter Total no. of resolutions Break-up of Vote decision For Against Abstained 2018 -2019 April 2018 to June 2018 103 98 3 2 2018 -2019 July 2018 to September 2018 647 588 59 - 2018 -2019 October 2018 to December 2018 22 20 2 - 2018 -2019 January 2019 to March 2019 83 57 26 - Total 855 763 90 2

12 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

Details of Votes cast by Union Mutual Fund during the Financial Year 2018-19 Quarter Meeting Date Company Name Type of Proposal by Proposal's description Investee company’s Vote (For/ Reason supporting the meetings Management or Management Against/ vote decision (AGM/EGM) Shareholder Recommendation Abstain)

April 2018 - 2-May-18 SUNDRAM PB Management Change in designation For FOR Following Suresh Krishna’s June 2018 FASTENERS LTD. of Ms Arathi Krishna retirement from an executive (Holding DIN 00517456), role effective 20 April 2018, Joint Managing Director Arathi Krishna will become as Managing Director, Sundram Fasteners’ next effective, April 20, 2018. Managing Director. All terms and conditions of her tenure and remuneration will remain the same. This transition is part of the company’s succession plan: Arathi Krishna has been on the board since 2006 and has handled several roles before being designated Managing Director. April 2018 - 2-May-18 SUNDRAM PB Management Change in designation For FOR Following Suresh Krishna’s June 2018 FASTENERS LTD. of Ms Arundathi retirement from an executive Krishna (Holding DIN role, and Arathi Krishnan’s 00270935), Deputy elevation to Managing Managing Director as Director, Arundathi Krishna Joint Managing Director, will be redesignated Joint effective, April 20, 2018. Managing Director. Arundathi Krishna was reappointed as Deputy Managing Director for a period of five years from 17 September 2018 by way of Postal Ballot in January 2018. All terms and conditions of her tenure and remuneration will remain the same. This change is part of the company’s succession plan. April 2018 - 2-May-18 SUNDRAM PB Management Approval of the For FOR S. Mahalingam joined Tata June 2018 FASTENERS LTD. appointment of Sri S Consultancy Services in Mahalingam (Holding November 1970, managed DIN 00121727) as a Non- various key functions and Executive Independent retired in February 2013 as Director for a period the CFO and ED. He is a of five years effective, Chartered Accountant. His January 30, 2018. appointment is in line with all statutory requirements. April 2018 - 2-May-18 SUNDRAM PB Management Amendments to the For AGAINST The main concern regarding June 2018 FASTENERS LTD. Articles of Association of the amendments to the the Company. charter documents is that of a non-retiring Chairperson (amendment to Regulation 73 of the AoA). We discourage such practices and believe all directors must periodically seek shareholder approval for continuity and reappointment on the board. April 2018 - 9-May-18 ABB INDIA LIMITED AGM Management Adoption of Financial For FOR Financial accounts are as per June 2018 Statements and Reports regulatory requirements of the Board of Directors and the Auditors thereon April 2018 - 9-May-18 ABB INDIA LIMITED AGM Management Declaration of Dividend For FOR ABB India Limited (ABB) has June 2018 paid final dividend of Rs. 4. 4 per equity share of face value Rs. 2. 0 for the year ended 31 December 2017. The total dividend outflow including dividend tax is Rs. 1. 1 bn. The dividend payout ratio is 26. 7%.

13 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 9-May-18 ABB INDIA LIMITED AGM Management Ratification of For FOR B S R & Co LLP were June 2018 appointment of Statutory appointed in the previous Auditors and to authorize AGM for a period of the Board of Directors five years. Under the to determine their Companies Act 2013, auditor remuneration appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013. April 2018 - 9-May-18 ABB INDIA LIMITED AGM Management Appointment of Mr. Jean- For FOR Jean-Christophe has been June 2018 Christophe Deslarzes as Chief Human Resources a Director Officer and member of the Executive Committee of ABB Limited, Switzerland since November 2013. He is liable to retire by rotation and his appointment is in line with all statutory requirements. April 2018 - 9-May-18 ABB INDIA LIMITED AGM Management Approval of remuneration For FOR The total remuneration June 2018 to the Cost Auditor of the proposed is reasonable Company for Financial compared to the size and Year 2018 scale of the company’s operations. April 2018 - 9-May-18 Bharti Airtel Ltd. PB Management Approve private For FOR The issuance will be within June 2018 placement of the overall borrowing limit of nonconvertible the company. debentures of up to Rs.100 bn April 2018 - 10-May-18 Nestle India Ltd. AGM Management Adoption of Financial For FOR No qualification in the June 2018 Statements for the year auditor’s report ended 31st December, 2017. April 2018 - 10-May-18 Nestle India Ltd. AGM Management Confirm payment of three For FOR The total dividend outflow June 2018 interim dividends and including dividend tax for declare final dividend for 2017 is Rs. 10.0 bn. The the year 2017. dividend payout ratio is 81. 5%. April 2018 - 10-May-18 Nestle India Ltd. AGM Management Re-appointment of Mr. For FOR Shobinder Duggal is the June 2018 Shobinder Duggal (DIN: Director Finance and Control 00039580), who retires as well as the CFO. He retires by rotation. by rotation and is eligible to seek reappointment. His reappointment is in line with all statutory requirements. April 2018 - 10-May-18 Nestle India Ltd. AGM Management Ratification of For FOR The ratification is in line with June 2018 appointment of M/s. the requirements of Section B S R & Co. LLP, 139 of the Companies Act Chartered Accountants 2013. (ICAI Registration No. 101248W/W-100022) as Auditors and fixing their remuneration. April 2018 - 10-May-18 Nestle India Ltd. AGM Management Ratification of For FOR The board has approved the June 2018 Remuneration of M/s appointment of Ramanath Ramanath Iyer & Co., Iyer & Co. As cost auditors for Cost Auditors (Firm the records of the milk food Registration No. 00019). products division for the year ending 31 December 2018 on a total remuneration of Rs. 192,000 applicable service tax and out of pocket expenses.

14 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 10-May-18 Nestle India Ltd. AGM Management Special Resolution for For FOR Dr. (Mrs.) Swati Ajay Piramal June 2018 the re-appointment of is the Vice Chairperson Dr. (Mrs.) Swati Ajay and a Whole-time Director Piramal (DIN: 00067125) at Piramal Enterprises as an Independent Limited. Her reappointment Non-Executive Director is in line with all statutory for another term of five requirements. Dr. Swati consecutive years w.e.f. Piramal has completed 1st April, 2019. eight years on the board. We will consider her a Non- Independent Director once her tenure crosses ten years on Nestlé India’s board. April 2018 - 10-May-18 Nestle India Ltd. AGM Management Special Resolution for For FOR Nestlé India has capped June 2018 payment of remuneration individual non-executive under Section 197 of the director remuneration at Rs. Companies Act, 2013 2. 5mn per annum. Setting a to the non-executive cap on the absolute amount directors, for a period of commission payable is of five financial years a good practice. Given the commencing from 1st current structure of Nestlé January, 2019 India’s board, we expect a maximum aggregate payout of Rs. 12. 5 mn, which is 0. 1% of 2017 profits. April 2018 - 10-May-18 ITD CEMENTATION AGM Management Adoption of the financial For ABSTAIN We believe that a June 2018 INDIA LTD EQ FV RS 1 statements of the comprehensive review of Company, namely (a) the the financials of a company Audited Standalone and is a critical exercise which Consolidated Balance often requires first-hand Sheets as at 31st information and proper December, 2017, (b) the due diligence. We do not Audited Standalone and comment on resolutions Consolidated Statements for adoption of financial of Profit and Loss for statements, given the limited the year ended on that time between receipt of date, (c) the Standalone the annual report and the and Consolidated Cash shareholder meeting, but Flow Statements for the provide analysis of critical year ended on that date, ratios. (d) Notes annexed to, or forming part of the documents referred to in (a) to (c) above and the Reports of the Board of Directors and Auditors thereon. April 2018 - 10-May-18 ITD CEMENTATION AGM Management Declaration of dividend For FOR The dividend for 2017 is June 2018 INDIA LTD EQ FV RS 1 for the financial year Re. 0. 4, while a dividend of 2017. Re. 0. 3 was paid in 2016. The total dividend outflow (including dividend tax for 2017) is Rs. 0. 3 bn and the dividend payout ratio is 46. 7%. April 2018 - 10-May-18 ITD CEMENTATION AGM Management Re-appointment of Mr. For FOR Piyachai Karnasuta, 42, June 2018 INDIA LTD EQ FV RS 1 PiyachaiKarnasuta (DIN: is currently the Executive 07247974), retiring by Vice President in ITD Public rotation. Co. Ltd, Thailand. He joined the board in August 2015. He attended 56% of board meetings in 2017. We recommend directors take their responsibilities seriously and attend all board meetings.

15 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 10-May-18 ITD CEMENTATION AGM Management Ratification of For FOR The ratification of Walker June 2018 INDIA LTD EQ FV RS 1 appointment of M/s Chandiok & Co LLP’s Walker Chandiok& reappointment is in line with Co LLP, Mumbai our Voting Guidelines on (Firm Registration No. Auditor (Re)appointments 001076N/N500013) as and with the requirements Auditors of the Company of Section 139 of the to hold office from the Companies Act 2013. conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting to be held in the year 2019. April 2018 - 10-May-18 ITD CEMENTATION AGM Management Approval and For FOR The total remuneration June 2018 INDIA LTD EQ FV RS 1 ratification of payment proposed is reasonable of remuneration to compared to the size and Mr. Suresh Damodar scale of the company’s Shenoy (Membership no. operations. 8318), Cost Accountant, appointed as Cost Auditor for the financial year ending on 31st March, 2019. April 2018 - 10-May-18 ITD CEMENTATION AGM Management Approval for payment For FOR Adun Saraban, 59, is June 2018 INDIA LTD EQ FV RS 1 of remuneration to Mr. the Managing Director, Adun Saraban (DIN: since 2010. He was last 01312769), Managing reappointed as the Managing Director of the Company Director for three years, w. for the calendar. E. F. 1 January 2016, at its 2016 AGM. The NRC and the board has recommended an increase of ~15% in his basic salary for 2018. His estimated remuneration at around Rs. 17. 2 mn for 2018 is comparable to peers, and commensurate with the size and complexity of the business. April 2018 - 10-May-18 ITD CEMENTATION AGM Management Appointment of Mr. For FOR Sunil Shah Singh, 71, did June 2018 INDIA LTD EQ FV RS 1 Sunil Shah Singh (DIN: his bachelors’ from IIT Delhi, 00233918), as a Director and has over 50 years of of the Company. experience in Engineered products manufacturing and construction business. He was also the Managing Director of the company from June 2000 to December 2009, and thereafter an adviser till December 2013. His reappointment meets all statutory requirements.

16 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 13-May-18 UFO MOVIEZ INDIA PB Management Approval of repricing For AGAINST ESOPs are ‘pay at risk’ June 2018 LTD of options along with options that employees extension of exercise accept at the time of period under ‘UFO Moviez the grant. The inherent India Limited – Employee assumption of an ESOP Stock Option Scheme – scheme is that there could 2014’ for the benefit of be possible downside risks – existing option grantees and that employees may not under employment of the indeed gain from a stock price Company. movement. By repricing the stock options and extending the exercise period, UFO Moviez is attempting to protect employees’ downside risk and ensure that they only gain on the upside. We believe extending the exercise period is akin to a mid-course change in the rules of the game, because the game isn’t being played out as was first imagined. The company’s share price has underperformed relevant indices since listing. We believe the employees must equally bear the burden of this underperformance – as shareholders do. April 2018 - 13-May-18 UFO MOVIEZ INDIA PB Management Approval of repricing For AGAINST The company proposes June 2018 LTD of options along with to extend the benefits extension of exercise proposed under resolution 1 period under ‘UFO to employees of subsidiary Moviez India Limited companies. Our opinion Employee Stock Option follows our opinion on Scheme - 2014’ for Resolution #1. the benefit of existing option grantees under employment of Subsidiary Companies. April 2018 - 18-May-18 TATA POWER CO. PB Management Sale of 59,08,82,000 For FOR Tata Power’s direct and June 2018 LTD. FV1 Equity Shares held by the indirect investments Company in Panatone (through Panatone) in Tata Finvest Limited to Tata Communications are non- Sons Limited core investments. By selling these investments, it will raise an aggregate of ~Rs. 21. 5 bn, which will be used to reduce leverage and fund future growth. The valuation is line with the market cap of Tata Communications. The sale is part of the Tata group’s effort to reduce cross-holdings. April 2018 - 18-May-18 TATA POWER CO. PB Management Sale of 1,33,96,200 For FOR Tata Power’s direct and June 2018 LTD. FV1 Equity Shares held by indirect investments the Company in Tata (through Panatone) in Tata Communications Limited Communications are non- to Panatone Finvest core investments. By selling Limited. these investments, it will raise an aggregate of ~Rs. 21. 5 bn, which will be used to reduce leverage and fund future growth. The valuation is line with the market cap of Tata Communications. The sale is part of the Tata group’s effort to reduce cross-holdings.

17 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 18-May-18 SUPREME PB Management Related Party For FOR The Khushkhera plant June 2018 INDUSTRIES LTD Transaction involving manufactures injection the proposed sale of the moulded plastic components Automotive Component for the automotive industry. Manufacturing facility There will be a cash sale, situated at Khushkhera, and following the transfer of Rajasthan. the plant, Supreme Industries will hold 20. 67% equity in KSIPL. The transaction is at arm’s length pricing. We support the resolution because the plant constitutes less than 3% of Supreme Industries’ revenues and housing it in the joint venture will create product focus and allow it access to Japanese technology. Notwithstanding, the company should have disclosed the valuation report. April 2018 - 21-May-18 UFO MOVIEZ INDIA CCM Management Approval of the For ABSTAIN One CCM of UFO Moviez June 2018 LTD Composite Scheme India Ltd. held on 11-May- of Arrangement and 2018 was missed to be Amalgamation amongst tracked due to oversight. Due UFO Moviez India care will be taken in future to Limited and Qube avoid such instances. Cinema Technologies Private Limited and Qube Digital Cinema Private Limited and Moviebuff Private Limited and PJSA Technosoft Private Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. April 2018 - 1-Jun-18 SUN CCM Management Resolution pursuant to For FOR SPGF is a 100% subsidiary June 2018 PHARMACEUTICAL provisions of Section of Holdings, INDUSTRIES LTD 230 to 232 read with Mauritius, which is a Section 234 of the 100% subsidiary of SPIL. Companies Act, 2013 The capital structure and read with the Companies shareholding pattern of (Compromises, SPIL post the merger will Arrangements and remain the same since Amalgamations) the entire share capital Rules, 2016 and other held by it in SPGF will be applicable provision cancelled. There will be no of the Companies Act, payment of consideration/ 2013 and the provisions issue of shares by SPIL and of Memorandum and hence no dilution for public Articles of Association shareholders. The merger of Sun Pharmaceutical will enable the company to Industries Limited for simplify its holding structure approving Scheme of and improve its operational Arrangement among efficiency, administrative Sun Pharma Global FZE convenience and economic and Sun Pharmaceutical management. Industries Limited and their respective members and creditors. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Adoption of theAudited For FOR Financial accounts are as per June 2018 Financial Statements for regulatory requirements the Financial Year ended March 31, 2018 together with the Reports of the Auditors and Directors thereon

18 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Declaration of Dividend For FOR Given three years of June 2018 on Equity Shares adequate profitability, DCB Bank (DCB) proposes its second dividend in fourteen years. The bank proposes to pay equity dividend of Rs 0. 75 per share of face value Rs. 10 for FY17. Overall dividend payment is ~ Rs 0. 3 bn, and the payout ratio will be ~ 11. 3%. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Re-appointment of Mr. For FOR Shaffiq Dharamshi is the June 2018 Shaffiq Dharamshi, Head of Banking, Aga who retires by rotation Khan Fund for Economic and being eligible, Development. He has offers himself for re- attended 4 of 8 (50%) appointment board meetings in FY18 and 12 of 24 (50%) board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period. However, since he is a sole representative of the promoter, we support his reappointment to the board. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Ratification of the For FOR Deloitte Haskins & Sells June 2018 appointment of Statutory were appointed as statutory Auditors. auditors in the AGM of FY16. The ratification is in line with our Voting Policy on Auditor Rotation and complies with the requirements of section 139 of the Companies Act 2013. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Appointment of Mr. For FOR Jamal Pradhan was June 2018 Jamal Pradhan as a appointed on the board as nonexecutive Director an Independent Director liable to retire by rotation. on 06 June 2014. He is the promoter director of Pradhan Mercantile Pvt. Ltd. On 16 October 2017, there has been a change in his status from Independent Director to Non-Independent Director (he is now a director on the board of promoter Platinum Jubliee Investments Ltd. ). DCB proposes to continue his appointment on the Board as a non-independent director liable to retire by rotation. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Appointment of Mr. Iqbal For FOR Iqbal Khan is Senior Partner June 2018 Khan as a non-executive - Shardul Amarchand Director liable to retire by Mangaldas & Co, (Private rotation. Equity and M&A). He is a Juris Doctorate from Columbia Law School and LLB - London School of Economics and Political Science. His appointment as non-executive director liable to retire by rotation is in line with statutory requirements.

19 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Appointment of Mr. Ashok For FOR Ashok Barat superannuated June 2018 Barat as Independent as Managing Director & CEO Director. of Forbes & Company Ltd. In 2016. He is a Fellow Member of the Institute of Chartered Accountants of India and of the Institute of Company Secretaries of India. His appointment as Independent Director is in line with statutory requirements. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Re-appointment of Mr. For FOR Nasser Munjee has been June 2018 Nasser Munjee as the the Bank’s non-executive Non-Executive (Part- Chairman since August time) Chairman of the 2005. The Bank proposes Bank and payment of to increase the annual Honorarium to him. honorarium to be paid to him from Rs 1. 8 mn to Rs 2. 4 mn. The proposed remuneration has been approved by RBI and is in line with the size and complexity of his role. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Re-appointment of Mr. For FOR Murali Natrajan was paid June 2018 Murali M. Natrajan as Rs 60. 0 mn including Managing Director & performance bonus of Rs 12. CEO. 5 mn (an increase of 7. 3% over FY17). His maximum proposed remuneration is estimated at Rs 76. 0 mn (excluding ESOPs and performance bonus). Murali Natrajan is a professional with over 30 years of experience in the banking industry. Although his remuneration is high in the context of the bank’s size, it is aligned to the bank’s performance. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Raising of Funds by issue For FOR These long-term bonds June 2018 of bonds/ debentures/ / NCDs will be within the securities on Private Bank’s overall borrowing Placement basis. limits. The Bank’s long-term debt is rated CRISIL A+ and ICRA A+, which signifies a high degree of safety with regarding to timely servicing of financial obligations. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Increase in Borrowing For FOR DCB Bank needs fresh June 2018 Powers. long-term funds for business growth. The bank’s total capital adequacy ratio on 31 March 2018 was 16. 5% with a Tier-1 capital adequacy ratio of 12. 7%. Since DCB Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank’s debt levels will be maintained at regulated levels at all times. April 2018 - 2-Jun-18 DCB BANK LIMITED AGM Management Amendments in the For FOR DCB Bank intends to widen June 2018 Object Clause of the scope of its product the Memorandum of and services offering and Association of the Bank. diversify into other business activities as permitted by the Reserve Bank of India. The bank proposes to amend certain object clauses and insert new object clauses under the Object Clause of the Memorandum of Association.

20 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 5-Jun-18 Shriram Transport PB Management Issue of Debentures on For FOR The proposed issuance June 2018 Finance Co. Ltd. Private Placement Basis will be within the overall proposed borrowing limit of Rs. 1. 25 trillion. April 2018 - 5-Jun-18 Shriram Transport PB Management Enhancement of limits of For FOR As on 31 March 2018, the June 2018 Finance Co. Ltd. borrowing by the Board company had outstanding borrowings of Rs. 633. 2 bn, as against an existing borrowing limit of Rs. 900 bn. The company has plans to disburse an additional Rs. 575 bn in FY19 as a part of its growth plans. The capital adequacy ratio as on 31 March 2018 is 16. 9% as against a minimum 15% as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio. The company has a credit rating of CRISIL AA+/Stable/CRISIL A1+, which denotes high degree of safety regarding timely servicing of debt obligations. April 2018 - 5-Jun-18 Shriram Transport PB Management Enhancement of limits for For FOR The company proposes to June 2018 Finance Co. Ltd. creation of security by the create charges on its assets Board in connection with for its borrowings as well as borrowing its working capital facilities obtained from banks in the ordinary course of business. Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. April 2018 - 12-Jun-18 CONTAINER PB Management Approval for sub-division For FOR Based on provisions of June 2018 CORPORATION OF of Company's one Equity the DIPAM guidelines for INDIA LTD Share of Rs.10/- (Rupees splitting of shares, the Board Ten) each into two Equity has recommended the sub- Shares of face value of division of equity shares. Rs.5/- (Rupees Five) Container Corporation each. of India Limited seeks shareholders’ approval to sub-divide equity shares of Rs. 10 each into 2 equity shares of Rs. 5 each. The authorized equity share capital of Rs. 4 bn comprised of 400 mn equity shares of Rs. 10 each will be sub- divided into 800 mn equity shares of Rs. 5 each. April 2018 - 12-Jun-18 CONTAINER PB Management Approval to amend For FOR The board has recommended June 2018 CORPORATION OF the Capital Clause sub-division of equity INDIA LTD in the Memorandum shares from Rs. 10 each of Association of the to Rs. 5 each. It proposes Company. to make alterations in the Memorandum of Association of the company to reflect the sub-division of equity share capital.

21 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 18-Jun-18 RBL BANK LIMITED PB Management Approval of 'Employees For FOR As confirmed by the bank, June 2018 FV RS 10 Stock Option Plan 2018' in line with past practice, RBL Bank will grant stock options to its employees at market price. To attract talent, however, RBL Bank may consider issuing stock options to new hires at a maximum 10% discount to market price – but that too on a very selective basis. The proposed scheme will help the bank attract and retain talent. We raise concerns over the transparency of this resolution because the exercise price has not clearly been provided in the notice. April 2018 - 18-Jun-18 RBL BANK LIMITED PB Management To approve grant of For FOR Through a separate June 2018 FV RS 10 employee stock options resolution, the bank seeks to the employees of approval to grant options Subsidiary(ies) of the to the employees of its Bank under 'Employee subsidiary companies within Stock Option Plan 2018' the overall ceiling of 20.0 mn options. We support the resolution since the subsidiaries are currently unlisted. April 2018 - 20-Jun-18 LTD FV AGM Management "To receive, For FOR Financial accounts are as per June 2018 RS 2 consider and adopt : regulatory requirements (a)the audited standalone financial statements of the Bank for the Financial Year ended 31st March 2018 and the Reports of the Directors and the Auditors thereon; and (b) the audited consolidated financial statements for the Financial Year ended 31st March 2018 and the Report of the Auditors thereon." April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Appointment of Director For FOR Rajiv Anand is Executive June 2018 RS 2 in place of Shri Rajiv Director (Retail Banking) Anand (DIN 02541753) of Axis Bank. He was who retires by rotation appointed on the Board of and, being eligible, has Axis Bank on 12 May 2016. offered himself for re- He retires by rotation and his appointment. reappointment is in line with all statutory requirements. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Appointment of Director For FOR Rajesh Dahiya is Executive June 2018 RS 2 in place of Shri Rajesh Director (Corporate Centre) Dahiya (DIN 07508488), of Axis Bank. He was who retires by rotation appointed on the Board of and being eligible, has Axis Bank on 12 May 2016. offered himself for re- He retires by rotation and his appointment. reappointment is in line with all statutory requirements.

22 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Appointment of M/s. For FOR Axis Bank proposes to June 2018 RS 2 Haribhakti & Co. LLP, appoint Haribhakti & Co. LLP Chartered Accountants, as statutory auditors for four Mumbai, (Registration years.S. R. Batliboi & Co LLP Number 103523W/ were the previous auditors, W100048) as the and they completed their Statutory Auditors of the four-year tenure in FY18. The Bank to hold office as appointment is in line with all such from the conclusion statutory requirements. of 24th Annual General Meeting until the conclusion of 28th Annual General Meeting and payment of remuneration as may be decided by the Audit Committee of the Board. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Appointment of Shri For FOR Stephen Pagliuca is Co- June 2018 RS 2 Stephen Pagliuca as Non Chair of Bain Capital. He – Executive (Nominee) will represent Bain Capital’s Director of the Bank for holding in Axis Bank. His a period of 4 consecutive appointment is in line with all years w.e.f. 19th statutory requirements. December 2017. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Payment of remuneration For FOR Dr. Sanjiv Misra’s June 2018 RS 2 to Dr. Sanjiv Misra (DIN remuneration in FY18 was 03075797) as the Non- Rs. 4.6 mn. The proposed Executive (Part-Time) terms of remuneration Chairman of the Bank, for FY19 remain largely for a period of one year, unchanged from FY18 levels. w.e.f. 18th July 2018. The proposed remuneration is in line For with the size and complexity of the bank and comparable to peers in the banking industry. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Re-appointment of For FOR Shikha Sharma’s proposed June 2018 RS 2 Smt. Shikha Sharma fixed remuneration is (DIN 00043265) as the estimated at Rs 59.0 mn in Managing Director & CEO FY19 (Rs 52.3 mn in FY18). of the Bank, for the period Her total pay, including from 1st June 2018 up ESOPs computed at fair to 31st December 2018 value, at the upper-end is (both days inclusive) and estimated at Rs 184.2 mn the terms and conditions (FY18 Rs 140.7 mn), which is relating to the said re- lower than in FY17 (Rs 200.6 appointment, including mn) and 2016 (Rs 214.5 mn). remuneration. The proposed remuneration comprises a marginal increase in fixed pay and is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to her peers in the industry. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Revision in the For FOR V. Srinivasan’s proposed June 2018 RS 2 remuneration payable to fixed remuneration is Shri V. Srinivasan (DIN estimated at Rs 37.1 mn in 00033882) as the Deputy FY19 (Rs 33.5 mn in FY18). Managing Director of the His total pay, including Bank, w.e.f. 1st June ESOPs computed at fair 2018. value, at the upper-end is estimated at Rs 109.6 mn (FY18 Rs 81.3 mn), which is lower than in FY17 (Rs 113.3 mn) and 2016 (Rs124.4 mn). The proposed remuneration comprises a marginal increase in fixed pay and is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry.

23 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Revision in the For FOR Rajiv Anand was appointed June 2018 RS 2 remuneration payable on the Board of Axis Bank on to Shri Rajiv Anand 12 May 2016. His FY19 fixed (DIN 02541753)as the remuneration is estimated at Executive Director (Retail Rs 28.1 mn (FY18 Rs 27.4 Banking) of the Bank, for mn). His total pay, including period of one year w.e.f. ESOPs computed at fair 1st June 2018. value, at the upper-end is estimated at Rs 99.1 mn, (FY18 Rs 76.4 mn). The proposed remuneration comprises a marginal increase in fixed pay and is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Revision in the For FOR Rajesh Dahiya was June 2018 RS 2 remuneration payable appointed on the Board of to Shri Rajesh Dahiya Axis Bank on 12 May 2016. (DIN07508488) as His FY19 fixed remuneration the Executive Director is estimated at Rs 25.1 mn (Corporate Centre) of the (FY18 Rs 20.1 mn). His Bank, for period of one total pay, including ESOPs year w.e.f. 1st June 2018. computed at fair value, at the upper-end is estimated at Rs 90.4 mn (FY18 Rs 65.6 mn). The proposed remuneration comprises a marginal increase in fixed pay and is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry. April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Increase in borrowing For FOR Axis Bank needs fresh long- June 2018 RS 2 limits of the Bank upto term funds for business Rs. 200,000 crore, under growth. The bank proposes Section 180 (1) (c) of the to increase borrowing limits Companies Act, 2013. to Rs 2.0 trillion. The total capital adequacy ratio of the Bank, as on 31 March 2018, in accordance with RBI guidelines on Basel III was 16.6% with a Tier-1 capital adequacy ratio of 13.0%. Axis Bank’s debt is rated CRISIL AA+/Stable/ A1+, ICRA AA+/Stable/ A1+, IND AA+/Stable/A1+, S&P Ratings BBB-/Stable, Moody’s Baa3/Stable, FITCH BBB-/Stable. Since Axis Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, the debt levels will be regulated at all times.

24 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 20-Jun-18 AXIS BANK LTD FV AGM Management Borrowing / Raising For FOR These debt instruments June 2018 RS 2 funds in Indian Currency issued will be within the / Foreign Currency by Bank’s overall borrowing issue of Debt Securities limits of Rs 2.0 trillion as including but not limited above. to long term bonds, green bonds, masala bonds, non-convertible debentures, perpetual debt instruments and Tier II capital bonds or such other debt securities as may be permitted under the RBI guidelines, from time to time, on a private placement basis, for an amount of upto Rs. 35,000 crore, during a period of one year from the date of passing of this Resolution. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR No qualification from the June 2018 PAINTS LTD receive, consider and statutory auditors adopt the Financial Statements of the Company for the year ended 31st March, 2018 including audited Balance Sheet as at 31st March, 2018 and Statement of Profit and Loss for the year ended on that date and the Reports of the Directors and the Auditors thereon. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR The total dividend outflow June 2018 PAINTS LTD declare a normal dividend including dividend tax for of Rs. 2.60 (260%) per FY18 is Rs. 1.7 bn. The Equity share of the dividend payout ratio is nominal value of Re. 1 32.9%. each for the year ended 31st March, 2018. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution For FOR Masaru Tanaka is the Director June 2018 PAINTS LTD to appoint a Director and Managing Executive in place of Mr. Masaru Officer at Kansai Paint Co. Tanaka (holding DIN Ltd (parent company of 06566867), who retires Kansai Nerolac Paints Ltd). by rotation and being He retires by rotation, and his eligible, offers himself for reappointment is in line with re-appointment. the statutory requirements. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR H. Furukawa is the Director June 2018 PAINTS LTD appoint a Director in and Managing Executive place of Mr. Hidenori Officer at Kansai Paint Co. Furukawa (holding DIN Ltd (parent company of 06924589), who retires Kansai Nerolac Paints Ltd). by rotation and being He retires by rotation, and his eligible, offers himself for reappointment is in line with re-appointment. the statutory requirements.

25 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR Katsuhiko Kato is the June 2018 PAINTS LTD appoint a Director in Executive Officer at Kansai place of Mr. Katsuhiko Paint Co. Ltd. (parent Kato (holding DIN company of Kansai Nerolac 07556964), who retires Paints Limited. He has by rotation and being attended 60% of the board eligible, offers himself for meetings held in 2018 and re-appointment. 100% (2017). He is retiring by rotation. We expect directors to take their responsibilities seriously and attend all board meetings and at the very least, 75% of the board meetings in the three-years prior to their re-appointment. We will continue to monitor his attendance levels. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR BSR & Co. LLP was June 2018 PAINTS LTD approve the appointment appointed as the statutory of B S R and Co. LLP, auditors of the company at Chartered Accountants, the 2014 AGM for a term of (Firm Registration No. five years. The ratification 101248W/W-100022) as is in line with the statutory the Statutory Auditors of requirements. the Company from the conclusion of this meeting till the conclusion of next AGM and that their remuneration be fixed by the Audit Committee. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR The total remuneration June 2018 PAINTS LTD ratify the remuneration proposed is reasonable of the Cost Auditor D. compared to the size and C. Dave and Co., Cost scale of the company’s Accountants, (Firm operations. Registration No.000611) for the year ending 31st March, 2019, as recommended by the Audit Committee and approved by the Board of Directors. April 2018 - 21-Jun-18 KANSAI NEROLAC AGM Management Ordinary Resolution to For FOR Anuj Jain, 49, has a varied June 2018 PAINTS LTD approve the appointment experience of 27 years. He of Mr. Anuj Jain (holding has been associated with DIN 08091524) as a the company since June Whole-time Director of 1990 and was Director – the Company for a period Decorative and Industrial of five years commencing Sales & Marketing prior from 1st April, 2018 to to his appointment on 31st March, 2023 on the board. The proposed the remuneration and remuneration at Rs 19.5 mn perquisites as set out in is commensurate with the the draft agreement to size and complexity of the be entered into between business and in line with the Company and Mr. peers. Jain placed before the Shareholders. April 2018 - 23-Jun-18 INFOSYS LIMITED AGM Management Adoption of financial For FOR The Report of the June 2018 statements Independent Auditors does not contain any qualifications April 2018 - 23-Jun-18 INFOSYS LIMITED AGM Management Declaration of dividend For FOR Infosys has paid an interim June 2018 dividend of Rs. 13. 0 per share and is proposing to pay an additional Rs. 20. 5 per share as final dividend and Rs 10 per share as special dividend. Total dividend payout for FY18 amounts to Rs 43. 5 per share and will aggregate to Rs. 114. 0 bn. Payout ratio is 70. 4% of the standalone PAT.

26 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 23-Jun-18 INFOSYS LIMITED AGM Management Appointment of U.B. For FOR U. B. Pravin Rao is the Chief June 2018 Pravin Rao as a director Operating Officer of Infosys. liable to retire by rotation He retires by rotation. His reappointment is in line with all statutory requirements. April 2018 - 23-Jun-18 INFOSYS LIMITED AGM Management Ratification of For FOR The ratification of June 2018 appointment of auditors appointment is in line with all statutory requirements. April 2018 - 26-Jun-18 ASIAN PAINTS LTD. AGM Management Adoption of financial For FOR No qualification from the June 2018 EQ statements of the statutory auditors Company for the financial year ended 31st March, 2018 together with the reports of the Board of Directors and Auditors thereon April 2018 - 26-Jun-18 ASIAN PAINTS LTD. AGM Management Declaration of dividend For FOR The total dividend outflow June 2018 EQ on equity shares for the including dividend tax for financial year ended 31st 2018 is Rs.10.0 bn. The March, 2018 dividend payout ratio for 2018 is 53%. April 2018 - 26-Jun-18 ASIAN PAINTS LTD. AGM Management Re-appointment of Mr. For FOR Ashwin Choksi is part of June 2018 EQ Ashwin Choksi (DIN: the promoter group and the 00009095) as a Non- company’s Chairperson. He Executive Director of the retires by rotation, and his Company reappointment is in line with the statutory requirements. April 2018 - 26-Jun-18 ASIAN PAINTS LTD. AGM Management Re-appointment of For FOR Ashwin Dani is part of the June 2018 EQ Mr. Ashwin Dani (DIN: promoter group and the 00009126) as a Non- company’s Vice-Chairperson. Executive Director of the He retires by rotation, and his Company reappointment is in line with the statutory requirements. April 2018 - 26-Jun-18 ASIAN PAINTS LTD. AGM Management Ratification of For FOR The total remuneration June 2018 EQ remuneration payable proposed is reasonable to M/s. RA & Co., Cost compared to the size and Accountants (Firm scale of the company’s Registration Number operations. 000242), Cost Auditors, of the Company for the financial year ending 31st March, 2019 April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Adoption of Audited For FOR Financial accounts are as per June 2018 Financial Statements regulatory requirements (Standalone and Consolidated) for the year ended March 31, 2018 and reports of Board of Directors and Auditors thereon April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Declaration of Dividend For FOR For the last few years HDFC June 2018 on equity shares Bank has been paying pays dividend in the range of the 20-25% of annual profits. The payout for FY18 is 23.3%, unchanged from FY17. April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Appointment of Director For FOR Keki Mistry is the Vice June 2018 in place of Mr. Keki Chairman & CEO of Housing Mistry (DIN 00008886) Development Finance who retires by rotation Corporation Limited and and being eligible offers represents the parent himself for reappointment company on the bank’s board. His reappointment as director liable to retire by rotation is in line with all statutory requirements.

27 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Appointment of Statutory For FOR HDFC Bank proposes to June 2018 Auditors and fixing of their appoint S R Batliboi & Co. remuneration LLP (of the Ernst & Young Group) as its statutory auditors for one year. The bank’s previous statutory auditors Deloitte Haskins & Sells have completed their tenure of four years. Their appointment is in-line with statutory requirements. April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Approval of related party For FOR The transactions include June 2018 transaction with HDFC sourcing, assignment and Limited 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. April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Approval of related For FOR The Bank periodically June 2018 party transactions with undertakes asset backed/ HDB Financial Services mortgage backed Limited securitization/loan assignment transactions with various originators including HDBFSL, subsidiary company. In FY19, HDFC Bank expects these transactions and other banking transactions to exceed the materiality threshold of 10% of consolidated revenues. In FY18 HDFC Bank purchased debt securities from HDB Financial Services Limited for Rs 18.9 bn. The transactions are in the ordinary course of business of the Bank and on an arm’s length basis. April 2018 - 29-Jun-18 HDFC BANK LTD. AGM Management Raising of Additional For FOR The issuance of debt June 2018 Capital securities on private placement basis will be within the bank’s overall borrowing limit of Rs. 500.0 bn over and above the aggregate of paid up capital and free reserves. HDFC Bank’s long-term debt is rated by Moody’s at Baa2/ Stable, CRISIL AAA/Stable and IND AAA/Stable. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To receive, consider and For FOR We believe that a June 2018 adopt: a) The Audited comprehensive review of financial statements of the financials of a company the Company for the is a critical exercise which financial year ended 31st often requires first-hand March, 2018, including information and proper the Audited Balance due diligence. We do not Sheet as at 31st March, comment on resolutions 2018, the Statement for adoption of financial of Profit & Loss and statements, given the limited cash flow statement for time between receipt of the year ended on that the annual report and the date and reports of the shareholder meeting, but Board of Directors and provide analysis of critical Auditors thereon. b) The ratios. Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2018.

28 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To declare final dividend For FOR The dividend for FY18 is Rs. June 2018 on Equity Shares for the 12. 0, while it paid a dividend Financial Year ended of Rs. 15. 0 (including special 31st March, 2018 and to dividend of Rs. 5. 0) in FY17. confirm the payment of The total dividend outflow interim dividend on Equity (including dividend tax for Shares considered & FY18) is Rs. 1. 8 bn and approved by the Board of the dividend payout ratio is Directors of the Company. 44. 8%. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To appoint Director in For FOR Bajranglal Taparia, 84, June 2018 place of Shri B. L. Taparia represents the promoter (Director Identification No. family on the board and 00112438), who retires is currently designated by rotation and being Chairperson. His eligible, offers himself for reappointment meets all the reappointment. statutory requirements. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management Ratification of For FOR The ratification of Lodha & June 2018 appointment of Statutory Co’s appointment is in line Auditors. with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management Appointment of Branch For FOR This is an enabling resolution June 2018 Auditors. which will allow the board to appoint auditors for the company’s existing branch or branches which may be opened/acquired in India or outside India. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To approve re- For FOR MP Taparia, 81, represents June 2018 appointment and the promoter family on remuneration of Shri the board and has been M. P. Taparia (Director associated with the company Identification No. for the past 52 years. MP 00112461) as a Managing Taparia was last reappointed Director of the Company. as the MD for five years in FY13 AGM. His pay for FY19, estimated at Rs. 99. 6 mn is in line with peers and commensurate with the overall performance of the company. As a governance practice, the company must consider putting an absolute cap on his overall remuneration. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To approve re- For FOR SJ Taparia, 73, represents June 2018 appointment and the promoter family on remuneration of Shri the board and has been S. J. Taparia (Director associated with the company Identification No. for the past 41 years. MP 00112513) as a Executive Taparia was last reappointed Director of the Company. as an executive director for five years in FY13 AGM. His pay for FY19, estimated at Rs. 99. 2 mn is in line with peers and commensurate with the overall performance of the company. As a governance practice, the company must consider putting an absolute cap on his overall remuneration.

29 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To approve re- For FOR VK Taparia, 63, represents June 2018 appointment and the promoter family on remuneration of Shri the board and has been V. K. Taparia (Director associated with the company Identification No. for the past 34 years. MP 00112567) as a Executive Taparia was last reappointed Director of the Company. as an executive director for five years in FY13 AGM. His pay for FY19, estimated at Rs. 98. 7 mn is in line with peers and commensurate with the overall performance of the company. As a governance practice, the company must consider putting an absolute cap on his overall remuneration. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management To approve payment For FOR The board is seeking June 2018 of Commission to Non- approval of shareholders to Executive Directors. fix payment of commission to non-executive directors at an amount not exceeding 1% of the net profits. We note that the company pays only a small portion of the 1% cap approved by shareholders, as commission. As the company grows in size, it must consider setting a cap in absolute terms on the commission payable. April 2018 - 29-Jun-18 Supreme Industries Ltd. AGM Management Ratification of For FOR The total remuneration June 2018 remuneration of Cost proposed is reasonable Auditors. compared to the size and scale of the company’s operations. April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Consideration and For FOR We believe that a June 2018 adoption of the Audited comprehensive review of Financial Statements the financials of a company including Audited is a critical exercise which Consolidated Financial often requires first-hand Statement for the year information and proper ended March 31, 2018, due diligence. We do not together with the Reports comment on resolutions of the Board of Directors for adoption of financial and the Auditors thereon. statements, given the limited time between receipt of the annual report and the shareholder meeting, but provide analysis of critical ratios. April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Declaration of dividend For FOR Total dividend for FY18 is June 2018 on equity shares of the Rs. 13. 0 (Rs. 11. 0 in FY17). Company for the year The total dividend outflow ended March 31, 2018. (including dividend tax for FY18) is Rs. 0. 2 bn and the dividend payout ratio is 19. 9%. April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Re-appointment of Mr. For FOR Nayan Parekh, 46, June 2018 Nayan S. Parekh (DIN: represents the promoter 00037597), who retires family on the board and by rotation. is currently designated as Director- Material Handling. His reappointment meets all the statutory requirements. April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Re- appointment of M/s. For FOR The reappointment of BSR June 2018 B S R And Co. LLP (FRN: & Co. LLP for a term of five 101248W/W-100022) as years, is in line with our the Statutory Auditors of Voting Guidelines on Auditor the Company and fixing (Re)appointments and with their remuneration. the requirements of Section 139 of the Companies Act 2013.

30 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Ratification of For FOR The total remuneration June 2018 remuneration payable to proposed is reasonable Cost Auditors for the year compared to the size and 2018-19. scale of the company’s operations. April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Reappointment of Ms. For FOR Ms. Hiroo Mirchandani, 57, June 2018 Hiroo Mirchandani as an was first appointed as an Independent Director for Independent Director for a period of five years. three years in the FY15 AGM. She has over 30 years of experience in consumer goods and healthcare sector. Her reappointment as an Independent Director for another term of five years, meets all the statutory requirements. April 2018 - 30-Jun-18 NILKAMAL LTD. AGM Management Re-classification of For FOR Rajul Manoj Gandhi is June 2018 two shareholders from daughter of Vamanrai Parekh ‘Promoter /promoter (promoter) and Manoj Kantilal group’ category to ‘Public’ Gandhi is his son-in-law. category. They hold 0. 1% aggregate stake in the company. These shareholders are neither involved in daily operations, nor are able to influence the decisions made by the company and its management. Further, they have never held any position of KMP or directorship in the company. The change in classification will not materially impact non- promoter shareholders. July 2018 - 1-Jul-18 PB Management Issue of Bonus Shares – For For To capitalize the bank’s free September LTD. one share for every ten reserves, City Union Bank 2018 shares held proposes a bonus issue of equity shares in the ratio of 1 bonus share for every 10 shares held (1:10 ratio). City Union Bank will be capitalizing free reserves of Rs 66. 5 mn from overall free reserves of Rs 8. 4 bn as on 31 March 2018. Post- bonus paid up share capital is expected to be around Rs 731. 2 mn consisting of 731. 2 mn equity shares of face value Rs 1. 0 each. July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Adoption of financial For For No qualification by auditors. September statements for the year 2018 ended 31 March 2018

31 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management To declare final dividend For For Tata Metaliks Limited (Tata September of Rs.3.0 per equity share Metaliks) has paid final 2018 (face value Rs.10.0) dividend of Rs. 3. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2018. The total dividend outflow including dividend tax is Rs. 91. 3 mn. The dividend payout ratio is 5. 7%. SEBI has made it mandatory for the top 500 listed companies to formulate and disclose a ‘dividend distribution policy’. The policy requires companies to disclose the circumstances under which the shareholders may or may not expect a dividend and a policy outlining how the retained earnings will be utilized. Tata Metaliks is a constituent of S&P BSE 500 and should have a dividend policy accessible to shareholders. July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Reappoint Koushik For For Koushik Chatterjee is the September Chatterjee (DIN: Chairperson. He is liable 2018 00004989) as a Director to retire by rotation and his reappointment is in line with all statutory requirements. July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Ratify Price Waterhouse For For Price Waterhouse & Co September & Co Chartered Chartered Accountants LLP 2018 Accountants LLP’s were appointed in the FY17 appointment as AGM for a period of five statutory auditors and fix years. The ratification is in remuneration line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013. July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Approve related party For For Coal/ coke is a key raw September transactions upto material in Tata Metaliks’ 2018 Rs.3.5 bn with T S business operations. T Global Procurement S Global Procurement Company Pte. Ltd (fellow Company Pte. Ltd subsidiary) for purchase (TSGPCPL) is involved in of coal/ coke in FY19 the business of trading of coke, steel and raw material and acts as a central procurement agency for Tata Steel Limited and its related parties. Since TSGPCPL sources the same commodity for Tata Steel Limited, Tata Metaliks will benefit from the large volumes at a better negotiated price for its comparatively smaller volume. The total value of the proposed transaction will be upto Rs. 3. 5 bn during FY19. The proposed transaction to be carried out is in the ordinary course of business and at arms-length.

32 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Approve related party For For To ensure stability of September transactions upto Rs.4.5 supplies in terms of quality 2018 bn with Tata Steel Limited and logistics, Tata Metaliks (holding company) for proposes to enter into purchase of coal/ coke transactions for purchase in FY19 of coal/ coke with Tata Steel Limited upto Rs. 2 bn during FY19. The quantity to be purchased from Tata Steel Limited will be based on actual price of coal and conversion charge, thereby reducing the exposure to the volatility of coke price. The proposed transaction to be carried out is in the ordinary course of business and at arms-length. July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Approve related party For For Tata Metaliks requires September transactions upto Rs.2.0 iron ore lumps, fines and 2018 bn with Tata Steel Limited related items for pig iron (holding company) for production. The iron ore purchase of iron ore from Khonbond, Joda and lumps, fines in FY19 Noamundi mines of Tata Steel Limited are suitable for the grade and quality Tata Metaliks produces. To ensure stability of supplies in terms of quality and logistics, Tata Metaliks proposes to enter into transactions with Tata Steel for purchase of iron ore lumps, fines and related items upto Rs. 2. 0 bn during FY19. The proposed transaction to be carried out is in the ordinary course of business and at arms-length. July 2018 - 2-Jul-18 TATA METALIKS LTD. AGM Management Approve remuneration of For For The total remuneration September Rs.0.25 mn for Shome & proposed is reasonable 2018 Banerjee as cost auditors compared to the size and for FY19 scale of the company’s operations. July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Adoption of financial For For No qualification from September statements for the year auditors. 2018 ended 31 March 2018 July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Reappoint Mannalal B. For For Mannalal B. Agrawal,71, September Agrawal (DIN:00073828) is the Non-Executive 2018 as Non-Executive Non- Chairperson of the company Independent Director and belongs to the promoter family. He retires by rotation, and his reappointment is in line with the statutory requirements. July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Reappoint Purushottam For Against Purushottam B. Agrawal, 69, September B. Agrawal is Former Vice-Chairperson 2018 (DIN:00073680) as and belongs to the promoter Non-Executive Non- family. He has attended 50% Independent Director of the board meetings held in 2017 and 57% (8 out of 14) meetings over the last three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period. July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Ratify remuneration For For The total remuneration September of Rs.0.5 mn for M/s. proposed to be paid to the 2018 Sevekari Khare & cost auditors in FY19 is Associates, Cost reasonable compared to Accountants, as cost the size and scale of the auditors for FY19 company’s operations.

33 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Reappoint Yogesh M. For Against Yogesh M. Agrawal, 46, September Agrawal (DIN: 00073673) is part of the promoter 2018 as Managing Director for family. His estimated FY19 five years with effect from remuneration of Rs. 104. 0 1 April 2018 and fix his mn is high when compared remuneration to industry peers. Further, the growth in his remuneration in FY18 at 113%, has outpaced the company’s performance. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Reappoint Rajesh M. For Against Rajesh M. Agrawal, 42, September Agrawal (DIN: 00302467) is part of the promoter 2018 as Joint Managing family. His estimated FY19 Director for five years with remuneration of Rs. 104. 0 effect from 1 April 2018 mn is high when compared and fix his remuneration to industry peers. Further, the growth in his remuneration in FY18, at 113%, has outpaced the company’s performance. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. July 2018 - 5-Jul-18 AJANTA PHARMA LTD. AGM Management Fix commission for non- For For The board is seeking September executive directors at an approval of shareholders to 2018 amount not exceeding 1% fix payment of commission of net profits for five years to non-executive directors from 1 April 2018 at an amount not exceeding 1% of the net profits. Given the gap between the 1% being proposed and the actual commissions paid, the company must consider aligning these or setting a cap in absolute terms on the commission payable. July 2018 - 5-Jul-18 RELIANCE AGM Management Adoption of standalone For For No qualification by auditors. September INDUSTRIES LTD. financial statements for 2018 the year ended 31 March 2018 July 2018 - 5-Jul-18 RELIANCE AGM Management Adoption of consolidated For For We believe that a September INDUSTRIES LTD. financial statements for comprehensive review of 2018 the year ended 31 March the financials of a company 2018 is a critical exercise which often requires first-hand information and proper due diligence. We 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 provide analysis of critical ratios. July 2018 - 5-Jul-18 RELIANCE AGM Management Declare final dividend of For For The total dividend outflow September INDUSTRIES LTD. Rs. 6.0 per equity share including dividend tax for 2018 (face value Rs. 10.0) FY18 is Rs. 42. 8 bn. The dividend payout ratio is 12. 7%. July 2018 - 5-Jul-18 RELIANCE AGM Management Reappoint P.M.S. Prasad For For P. M. S. Prasad, 66, is September INDUSTRIES LTD. as Director the Whole-time Director, 2018 Reliance Industries Limited. He retires by rotation and his reappointment is in line with statutory requirements.

34 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 5-Jul-18 RELIANCE AGM Management Reappoint Nikhil Meswani For For Nikhil Meswani, 52, is September INDUSTRIES LTD. as Director the Whole-time Director, 2018 Reliance Industries Limited. He is primarily responsible for the petrochemicals division. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 5-Jul-18 RELIANCE AGM Management Reappoint Mukesh For For Mukesh Ambani’s past September INDUSTRIES LTD. Ambani as Managing remuneration has remained 2018 Director for five years with static at Rs. 150. 0 mn. The effect from 19 April 2019 proposed remuneration and fix his remuneration structure remains unchanged from that approved during his previous reappointment; the company has clarified that his remuneration is expected to be in the same range over the new five- yearterm. His estimated FY19 remuneration of Rs. 150. 0 mn is prudent given the the size and complexity of RIL’s business. July 2018 - 5-Jul-18 RELIANCE AGM Management Reappoint Adil Zainulbhai For For Adil Zainulbhai, 64, is September INDUSTRIES LTD. as Independent Director the Former Chairperson, 2018 for five years McKinsey, India. His current term as independent director expires on 31 March 2019. The company proposes to reappoint him as independent director for another five-year term upto 31 March 2024. His reappointment is in line with statutory requirements. July 2018 - 5-Jul-18 RELIANCE AGM Management Ratify payment of For For The total remuneration September INDUSTRIES LTD. aggregate remuneration proposed to be paid to the 2018 of Rs. 6.1 mn to cost cost auditors in FY18 is auditors for FY18 reasonable compared to the size and scale of operations. July 2018 - 5-Jul-18 RELIANCE AGM Management Approve private For For The issuance will be within September INDUSTRIES LTD. placement of non- the overall borrowing limit of 2018 convertible debentures of the company. up to Rs.200 bn July 2018 - 7-Jul-18 JAMMU & KASHMIR AGM Management Adoption of financial For For No qualification by auditors. September BANK LTD. statements for the year 2018 ended 31 March 2018 July 2018 - 7-Jul-18 JAMMU & KASHMIR AGM Management Reappoint Abdul Majid For For Abdul Majid Mir (DIN: September BANK LTD. Mir (DIN: 02175199) as 02175199) is the former 2018 director liable to retire by Executive Director of the rotation Bank. His reappointment is in line with all statutory requirements. July 2018 - 7-Jul-18 JAMMU & KASHMIR AGM Management To fix the remuneration of For For In FY18, J&K Bank’s audit September BANK LTD. Statutory Auditors for the fees aggregating Rs. 175. 2018 financial year 2018-2019 1mn, which is higher than that paid by most other banks. J&K Bank gets all its branches audited. Also, given that most of its branches are located in the State of Jammu & Kashmir, logistics and security costs for the branch audits are high. The bank must consider disclosing the expected payout on account of audit fees in FY19.

35 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 7-Jul-18 JAMMU & KASHMIR AGM Management To issue securities upto For For Assuming the Govt. Of J&K September BANK LTD. an amount of Rs.10 bn will not let its stake fall below 2018 51%, J&K Bank would issue 89. 9 mn shares and at current market prices would raise ~Rs. 5 bn. This will result in a 13. 9% dilution on the expanded equity base of the bank. The capital infusion is necessary to shore up the bank’s capital adequacy levels and fuel growth. July 2018 - 7-Jul-18 JAMMU & KASHMIR AGM Management To issue unsecured, For For The debt instruments issued September BANK LTD. redeemable, will be within the bank’s 2018 subordinated, non- overall borrowing limits. convertible, BASEL III compliant Tier 2 bonds upto Rs.10 bn on a private placement basis July 2018 - 10-Jul-18 REPCO HOME PB Management Approve related party For For Repco Home Finance September FINANCE LTD. transactions upto Rs.9.0 Limited has been entering 2018 bn with Repco Bank into contracts and (promoter bank) arrangements with Repco Bank since incorporation. The company has been availing term loans, overdraft facilities, making payment of interest, placing short term/ long term deposits, and collecting/ recovering interest, occupying business premises of the bank on rent, letting business premises to the bank on rent. The liabilities of the company (mostly in the form of working capital loans) with Repco Bank as on 31 March 2018 is Rs. 6. 45 bn. The proposed transaction to be carried out is in the ordinary course of business and at arms-length. July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Adoption of financial For For The Report of the September ENTERPRISES LTD. statements for the year Independent Auditors does 2018 ended 31 March 2018 not contain any qualifications July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Confirm dividend on For For "The company paid September ENTERPRISES LTD. preference shares dividend at 6% per annum 2018 on preference shares of face value Rs. 10.0 Total outflow of the dividend paid on the preference shares in FY18 amounted to Rs.1.2 bn. " July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Declare a final dividend of For For The company has proposed September ENTERPRISES LTD. Rs 2.9 per share of face a final dividend of Rs. 2.9 2018 value Re 1.0 each per equity share of face value Re.1.0 for the year ended 31 March 2018. The total dividend outflow including dividend tax for FY18 is Rs. 3.4 bn. The dividend payout ratio for FY18 is 17.5%. July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Reappoint Ashok Kurien For For Ashok Kurien is the founder. September ENTERPRISES LTD. (DIN: 00002838) as He retires by rotation, and his 2018 Director reappointment is in line with the statutory requirements.

36 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Ratify remuneration of For For The proposed remuneration September ENTERPRISES LTD. Rs. 300,000 (plus service is comparable to the size and 2018 tax and out of pocket complexity of the business. expenses) for Vaibhav P Joshi & Associates, as cost auditors for the financial year ending 31 March 2018 July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Reappoint Adesh Kumar For For Adesh Kumar Gupta is September ENTERPRISES LTD. Gupta (DIN: 00020403) the former CFO of Grasim 2018 as an Independent Industries Limited. He Director for a period has been an Independent of three years from 30 Director since 30 December December 2018 2015. His reappointment is in line with statutory requirements July 2018 - 17-Jul-18 ZEE ENTERTAINMENT AGM Management Appoint Amit Goenka to For For "Amit Goenka, 40, September ENTERPRISES LTD. Office of Place of Profit belongs to the promoter 2018 as CEO of Asia Today family. Zee Entertainment Limited, Mauritius (wholly Enterprises Limited (Zee) owned subsidiary) proposes to reappoint him as the CEO of Asia Today Limited. His estimated remuneration is Rs.46.8 mn. We note that variable pay accounts for ~20 of fixed pay. Amit Goenka’s proposed remuneration is commensurate with the size and complexities of his responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors. " July 2018 - 19-Jul-18 BAJAJ FINANCE LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements 2018 statements for the year ended 31 March 2018 July 2018 - 19-Jul-18 BAJAJ FINANCE LTD. AGM Management To declare final dividend For For Bajaj Finance Ltd. proposes September of Rs.4.0 per share (face to pay final dividend of Rs.4.0 2018 value of Rs. 2 each) per share (of face value Rs 2.0) for FY18. The total dividend outflow (including dividend tax for FY18) is Rs.2.8bn and the payout for the year is 10.5% (12.9% in FY17). July 2018 - 19-Jul-18 BAJAJ FINANCE LTD. AGM Management To reappoint Rajeev For For Rajeev Jain is the Managing September Jain (DIN 01550158) as Director and has been since 2018 director 2015. His reappointment meets all statutory requirements. July 2018 - 19-Jul-18 BAJAJ FINANCE LTD. AGM Management Authorize the board to fix For For The auditors were paid September remuneration for SRBC Rs.7.4mn in FY18 and 2018 & Co LLP as statutory Rs.6.5mn in FY17. The auditors from FY19 till company has not disclosed FY22 (end of tenure) the amount of remuneration that will be paid to the statutory auditors in the future. Notwithstanding, we expect the company to be judicious in future auditor payouts.

37 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 19-Jul-18 BAJAJ FINANCE LTD. AGM Management To issue non-convertible For For The issuance of debt September debentures under private securities on private 2018 placement basis placement basis will be within the overall borrowing limit of the company. However, the NBFC has not disclosed the quantum of NCDs that it plans to issue: nevertheless, the NCD issuances are unlikely to materially impact the NBFC’s overall credit quality. An NBFC’s capital structure is reined in by RBI’s capital adequacy requirements BFL’s outstanding bank loans are rated CRISIL AAA/ Stable/CRISIL A1+. July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Adoption of financial For For No qualification by auditors. September BANK LTD. statements for the year 2018 ended 31 March 2018 July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Declare a dividend of For For September BANK LTD. Rs 0.7 per share of face proposes to pay dividend 2018 value Rs 5.0 each of Rs 0. 7 per share. The dividend payout is 3. 9% (- as in FY17). July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Resolve not to fill casual For For Shankar Acharya (DIN: September BANK LTD. vacancy caused by the 00033242), aged 72 years, 2018 retirement of Shankar is the Chairperson of the Acharya bank. He retires by rotation at this AGM. However, given that he has crossed the age threshold of 70 years, he has not offered himself up for reappointment. The board will continue to remain compliant with the board composition norms even after his retirement. July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Appoint Prakash Apte For For Prakash Apte (DIN: September BANK LTD. as Non-Executive 00196106) is currently 2018 Chairperson w.e.f 20 July an Independent Director 2018 till 31 December in the bank. He will be 2020 and fix his designated as Non-Executive remuneration (Independent) Part-Time Chairperson after Shankar Acharya’s retirement. His estimated remuneration of Rs 3. 6 mn is reasonable, given the size and scale of operations. July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Approve issuance of non- For For The issuance of NCDs will September BANK LTD. convertible debentures be within the approved 2018 (NCDs) up to Rs 50.0 borrowing limit of Rs. 600 bn. bn on private placement basis July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Approve increase in For For The present authorized share September BANK LTD. authorized share capital capital of the bank is Rs. 15 2018 from Rs.15 bn to Rs.19 bn bn divided into 3 bn equity shares of Rs. 5 each. The bank proposes to increase the authorized share capital to Rs. 19. 0 bn divided into 2. 8 bn equity shares of Rs. 5 each and 1 bn preference shares of Rs. 5 each. The amendment will help facilitate the proposed preference share issue. July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Amend the Memorandum For For The proposed increase in September BANK LTD. of Association (MoA) to authorized capital would 2018 reflect the change in the require amendment to the authorized share capital existing Clause V of the Memorandum of Association.

38 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Amend the Articles of For For The bank proposes to insert September BANK LTD. Association (AoA) to a clause in the AoA to enable 2018 allow for issuance of the issue of preference preference shares shares. July 2018 - 19-Jul-18 KOTAK MAHINDRA AGM Management Approve issuance of non- For For The bank will issue a September BANK LTD. convertible preference maximum of 1 bn NCPS for 2018 shares (NCPS) up to an aggregate amount of Rs. Rs 5.0 bn on private 5 bn. The rate of dividend placement basis will be decided by the board based on rates prevailing for similar instruments. The objective of the issue is to diversify the sources of capital and to improve the asset liability management. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements 2018 statements for the year ended 31 March 2018 July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Declare dividend of For For Dividend per share is September Rs.1.75 per equity share unchanged in the past three 2018 of face value Rs.5 each years at Rs.1.75 per equity share. Dividend payout ratio for FY18 is 23.7%. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Reappoint Rajiv Bajaj as For For Rajiv Bajaj 51, Managing September Director Director of Bajaj Auto Ltd 2018 has attended 67% of the board meetings in FY18, and 79% of board meetings over the last three years. We expect directors to take their responsibilities seriously and attend all board meetings. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Authorize the board to fix For For The auditors were paid September remuneration for SRBC Rs.10mn in FY18 and 2018 & Co LLP as statutory Rs.9.4mn in FY17. The auditors from FY19 till company has not disclosed FY22 the amount of remuneration that will be paid to the statutory auditors in the future. Notwithstanding, we expect the company to be judicious in future auditor payouts. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Approve remuneration For For The total remuneration September of Rs.55,000 payable proposed to be paid to the 2018 to Dhananjay V Joshi & cost auditors is reasonable Associates, Cost auditors compared to the size and for FY19 scale of operations. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Appoint Naushad Forbes For For Naushad Forbes, 57, is September as an independent currently the Co-Chairperson 2018 director for a period of of Forbes Marshall (a leading five years with effect from steam engineering and 13 September 2017 control instrumentation firm). He is an independent director on the board of other Bajaj companies. His appointment as an independent director meets all the statutory requirements. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Approve for Bajaj Finserv For For As per the scheme 4.5mn September Ltd. Employee Stock options will be issued at 2018 Option Scheme ‘BFS- market price. The expected ESOS’ dilution on conversion of options will be ~1.2%. The maximum vesting period of 10 years from the date of grant coupled with exercise period expiry on completion of 8 years from date of vesting of options is long, and in line with ESOP guidelines.

39 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Approve grant of For For The company has confirmed September employee stock options to that Bajaj Finance Ltd, a 2018 the employees of holding listed subsidiary already has and subsidiary(ies) of the an Employee Stock Option company under ‘BFS- Scheme and employees/ ESOS’ directors of Bajaj Finance Ltd will not be eligible for ‘BFS- ESOS’. July 2018 - 19-Jul-18 BAJAJ FINSERV LTD. AGM Management Approve acquisition of For For The company proposes September company shares from to acquire equity shares 2018 secondary acquisition for from the secondary implementation of ‘BFS- market through for the ESOS’ implementation of BFS- ESOS. Upto 5% of the paid- up equity share capital will be acquired from the secondary market along with existing Trust shareholding. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Adoption of standalone For FOR No qualification by auditors. September and consolidated financial 2018 statements for the year ended 31 March 2018 July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Declare a final dividend of For FOR Havells India Limited September Rs 4.0 per share of face (Havells) proposes to pay a 2018 value Re 1.0 each final dividend of Rs 4.0 per share of face value Re. 1.0 for the year ended 31 March 2018. The total dividend payout (including dividend distribution tax) for FY18 aggregates to Rs 3.0 bn. The dividend payout ratio for FY17 was 42.2%. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Reappoint Ameet Kumar For FOR Ameet Kumar Gupta September Gupta (DIN: 00002838) is part of the promoter 2018 as Director group. He oversees new projects undertaken by the organisation. He retires by rotation, and his reappointment is in line with the statutory requirements. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Reappoint Surjit Kumar For FOR Surjit Kumar Gupta, 76, is September Gupta (DIN: 00002810) part of the promoter group. 2018 as Director He is the former Technical Head of Havells. He retires by rotation, and his reappointment is in line with the statutory requirements. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Ratify remuneration of For FOR The proposed remuneration September Rs. 850,000 (plus service is comparable to the size and 2018 tax and out of pocket complexity of the business. expenses) for Sanjay Gupta & Associates, as cost auditors for the financial year ending 31 March 2019 July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Appoint Jalaj Ashwin Dani For FOR Jalaj Ashwin Dani was September (DIN: 00019080) as an appointed as an Additional 2018 Independent Director for Director from 16 August a period of three years 2017. He has spent over from 20 July 2018 2 decades in various capacities with Asian Paints. His appointment is in line with statutory requirements. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Appoint Upendra Kumar For FOR Upendra Kumar Sinha was September Sinha (DIN: 00010336) as appointed as an Additional 2018 an Independent Director Director from 1 March 2018. for a period of three years He is the former Chairperson from 20 July 2018 of SEBI. His appointment is in line with statutory requirements.

40 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Reappoint Ms. Pratima For FOR Ms. Pratima Ram is the September Ram (DIN: 03518633) as former Chief General 2018 an Independent Director Manager of SBI. She has for a period of three years been on the board of the from 13 July 2018 company since 13 July 2015. Her reappointment is in line with the statutory requirements. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Reappoint T. V. Mohandas For FOR T. V. Mohandas Pai is the September Pai (DIN: 00042167) as former CFO, Infosys. He 2018 a Non-Executive, Non- has been on the board of Independent Director for the company since 13 July a period of three years 2015. His reappointment from 13 July 2018 is in line with the statutory requirements. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Reappoint Puneet Bhatia For AGAINST Puneet Bhatia has attended September (DIN: 00143973) as a 50% of board meetings held 2018 Non-Executive, Non- in 2018 and 42% of the board Independent Director for meetings over the past three a period of three years years. We expect directors from 13 July 2018 to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re- appointment. July 2018 - 20-Jul-18 HAVELLS INDIA LTD. AGM Management Alter Main Objects For FOR The company intends to September clause of Memorandum widen the scope of business 2018 of Association (MoA) to activities and expand enable the Company to into to dealing with non- expand its activities and conventional/ alternative venture into new areas of energy resources and and business dealing with associated activities/ products. The company proposes to add a sub-clause in the Main object Clause III (A) of the Memorandum of Association. July 2018 - 20-Jul-18 BAJAJ AUTO LTD. AGM Management Adoption of standalone For For The Report of the September and consolidated financial Independent Auditors does 2018 statements for the year not contain any qualifications ended 31 March 2018 July 2018 - 20-Jul-18 BAJAJ AUTO LTD. AGM Management Declare final dividend of For For The total dividend outflow September Rs. 60.0 per equity share (including dividend tax for 2018 (face value Rs. 10.0) for FY18) is Rs. 20. 9 bn, while FY18 the dividend payout ratio is 51. 4%. July 2018 - 20-Jul-18 BAJAJ AUTO LTD. AGM Management Reappoint Niraj Bajaj For For Niraj Bajaj, 63, is part of September (DIN: 00028261) as a the promoter family and 2018 Non-Executive Non- Chairperson and Managing Independent Director Director, Mukand Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 20-Jul-18 BAJAJ AUTO LTD. AGM Management Reappoint Manish For For Manish Kejriwal, 50, is September Kejriwal (DIN: 00040055) Managing Partner, Kedaara 2018 as a Non-Executive Non- Capital, a private equity Independent Director investment fund. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 20-Jul-18 BAJAJ AUTO LTD. AGM Management Authorize the board to fix For For The auditors were paid Rs. September remuneration for SRBC 16. 7 mn in FY18 and Rs. 15. 2018 & Co LLP as statutory 8 mn in FY17. The company auditors from FY19 till has not disclosed the amount FY22 of remuneration that will be paid to the statutory auditors in the future. Notwithstanding, we expect the company to be judicious in future auditor payouts.

41 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 20-Jul-18 BAJAJ AUTO LTD. AGM Management Appoint Anami Roy For For Anami Roy, 68, is the September (DIN: 01361110) as Former Director General of 2018 Independent Director for Police, Maharashtra. His five years with effect from appointment as Independent 14 September 2017 Director for five years is in line with statutory requirements. July 2018 - 24-Jul-18 HERO MOTOCORP AGM Management Adoption of financial For For The Report of the September LTD. statements for the year Independent Auditors does 2018 ended 31 March 2018 not contain any qualifications. July 2018 - 24-Jul-18 HERO MOTOCORP AGM Management Ratify interim dividend of For For The total dividend for FY18 September LTD. Rs. 55.0 and declare final is Rs. 95. 0 per share, while 2018 dividend of Rs. 40.0 per it was Rs. 85. 0 in FY17. equity share (face value The total dividend outflow Rs. 2.0) for FY18 (including dividend tax for FY18) is Rs. 22. 8 bn, while the dividend payout ratio is 61. 8%. July 2018 - 24-Jul-18 HERO MOTOCORP AGM Management Reappoint Suman Kant For For Sunil Kant Munjal, 65, is September LTD. Munjal as Non-Executive part of the promoter family 2018 Non-Independent and Managing Director, Director Rockman Industries. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 24-Jul-18 HERO MOTOCORP AGM Management Approve remuneration For For The total remuneration September LTD. of Rs. 0.75 mn for proposed is reasonable 2018 Ramanath Iyer & Co. as compared to the size and cost auditors for FY19 scale of the company’s operations. July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Management Adoption of standalone For For The Report of the September LTD. and consolidated financial Independent Auditors does 2018 statements for the year not contain any qualifications. ended 31 March 2018 July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Management Approve final dividend of For For "The total dividend payout September LTD. Rs 14.0 per share of face (including dividend 2018 value Rs 10.0 each distribution tax) for FY18 aggregates to Rs 31. 2 bn. The dividend payout ratio for FY18 was 129. 1%. " July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Management Reappoint Tao Yih Arthur For For "Tao Yih Arthur Lang, September LTD. Lang as Non-Executive 47, is CEO, Singapore 2018 Non-Independent Telecommunications Limited. Director He retires by rotation and his reappointment is in line with statutory requirements. " July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Management Ratify Deloitte Haskins For For "Their ratification is in line with September LTD. & Sells LLP as statutory IiAS Voting Guidelines on 2018 auditors for four years Auditor Rotation and with the and fix their remuneration requirements of Section 139 of the Companies Act 2013. " July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Shareholder Appoint Anita Kapur as For For "Anita Kapur, 62, is the September LTD. Independent Director for Former Chairperson, 2018 five years with effect from Central Board of Direct 17 January 2018 Taxes. Her appointment as Independent Director is in line with statutory requirements. " July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Management Reappoint Akhil Gupta as For For "Akhil Gupta was paid Rs. 87. September LTD. Executive Chairperson for 8 mn in FY18. Based on past 2018 five years with effect from trends, his proposed salary is 1 August 2018 and fix his estimated to range remuneration around Rs. 119. 7 mn, which is in line with peers and commensurate with the size and scale of operations. "

42 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 24-Jul-18 BHARTI INFRATEL AGM Management Approve related party For Against "The company must September LTD. transactions with Bharti consider disclosing the 2018 Airtel Limited maximum number of stock options Akhil Gupta will be eligible to receive over his five-year term. " July 2018 - 25-Jul-18 TATA ELXSI LTD. AGM Management Adoption of financial For For The Report of the September statements for the year Independent Auditors does 2018 ended 31 March 2018 not contain any qualifications. July 2018 - 25-Jul-18 TATA ELXSI LTD. AGM Management To declare final dividend For For The total dividend outflow September of Rs.11.0 per share on including dividend tax for 2018 face value Rs.10.0 FY18 is Rs. 0. 8 bn. The dividend payout ratio for FY18 is 34. 4%. July 2018 - 25-Jul-18 TATA ELXSI LTD. AGM Management Reappoint N Ganapathy For For N Ganapathy Subramaniam September Subramaniam (DIN: is the Chairperson. He is 2018 07006215) as a Director liable to retire by rotation and his reappointment is in line with all statutory requirements. July 2018 - 25-Jul-18 TATA ELXSI LTD. AGM Management Ratify BSR & Co. For For BSR & Co. LLP were September LLP’s appointment as appointed in the FY17 AGM 2018 statutory auditors and fix for a period of five years. The remuneration ratification is in line with our Voting Policy on Auditor (Re) Appointment and follows the spirit of Section 139 of the Companies Act, 2013. July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Adoption of standalone For For No qualification in the September LTD. financial statements for auditor's report. 2018 the year ended 31 March 2018 July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Adoption of consolidated For For No qualification in the September LTD. financial statements for auditor's report. 2018 the year ended 31 March 2018 July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Declare dividend of Rs.22 For For The dividend for the year September LTD. per share includes a special dividend 2018 of Rs. 11 per share. The total dividend amounts to Rs. 6. 7 bn. The dividend payout is 38. 2% (48. 7% in FY17). July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Reappoint Bhaskar Bhat For For Bhaskar Bhat (DIN: September LTD. as a Director 00148778) is the MD of 2018 Titan, a group company. His reappointment is in line with the statutory requirements. July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Appoint Ms. Padmini For For Ms. Padmini Khare Kaicker September LTD. Khare Kaicker as an (DIN: 00296388) is the 2018 Independent Director for Managing Partner of B. K. a period of five years w.e.f Khare & Co. Her appointment 1 April 2018 is in line with the statutory requirements. July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Appoint Zarir Langrana as For For "Zarir Langrana (DIN: September LTD. Director 06362438) is being 2018 appointed as the head of the Global Chemicals Business of Tata Chemicals. His appointment is in line with the statutory requirements. " July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Appoint Zarir Langrana For For His proposed remuneration September LTD. as Executive Director of Rs. 28. 2 mn is in line with 2018 for a period of five years peers and commensurate w.e.f 1 April 2018 and fix with the size and complexity his remuneration of the business.

43 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Revise remuneration for For For The company proposes to September LTD. R Mukundan, MD w.e.f revise the cap on his basic 2018 1 April 2018 till the end remuneration from Rs. 0. 8 of his current term, 25 mn to Rs. 0. 9mn per month November 2018 for the remainder of his current term. The revision aligns his basic pay to that proposed for his new term. His overall remuneration will continue to remain in line with peers and commensurate with the size and complexity of the business. July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Reappoint R Mukundan For For "His proposed remuneration September LTD. as MD for a period of Rs. 66. 2 mn is in 2018 of five years w.e.f 26 line with peers and November 2018 and fix commensurate with the his remuneration size and complexity of the business. " July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Fix commission for non- For For "The company has September LTD. executive directors at an been judicious in paying 2018 amount not exceeding commission to non- 1% of net profits executive directors in the past. Over the last three years, the commission amount has ranged from between 0. 3%- 0. 5% of standalone profit after tax, which is judicious considering the size of the company. As its profits grow, the company must consider setting a cap in absolute terms on the commission payable. " July 2018 - 25-Jul-18 TATA CHEMICALS AGM Management Ratify remuneration of For For The remuneration to be September LTD. Rs.0.9 mn for D. C. Dave paid to the cost auditor is 2018 & Co as cost auditors for reasonable compared to FY19 the size and scale of the company’s operations. July 2018 - 26-Jul-18 SHRIRAM AGM Management Adoption of standalone For For Financial accounts are as per September TRANSPORT and consolidated financial regulatory requirements 2018 FINANCE CO. LTD. statements for the year ended 31 March 2018 July 2018 - 26-Jul-18 SHRIRAM AGM Management Confirm interim dividend For For The dividend per share for the September TRANSPORT of Rs.5 per share and year is Rs.11, aggregating to 2018 FINANCE CO. LTD. declare final dividend of a total dividend of Rs.3 bn. Rs.6 per share The dividend payout is 19% (21.7% in FY17). July 2018 - 26-Jul-18 SHRIRAM AGM Management Reappoint Puneet Bhatia For Against Puneet Bhatia (DIN: September TRANSPORT as a Director 00143973) is the MD of 2018 FINANCE CO. LTD. TPG Capital India. He is the nominee of TPG India’s affiliate fund, Newbridge India. He has attended 33% of board meetings in FY18 and 47% (8 out of 17) in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment.

44 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 26-Jul-18 SHRIRAM AGM Management Ratify Haribhakti & Co For For "S Haribhakti & Co and September TRANSPORT and Pijush Gupta & Co. Pijush Gupta & Co replaced 2018 FINANCE CO. LTD. as joint statutory auditors S R Batliboi & Co and G D and fix remuneration of Apte & Co as the statutory Rs.5.25 mn and Rs.3.15 auditors in the previous AGM. mn respectively for FY19 Their ratification is in line with the statutory requirements. Pijush Gupta & Co have audited the financial statements of Shriram group companies including Shriram City Union Finance Ltd (from 1999 till 2017). Long association of Pijush Gupta & Co. as statutory auditors may be suggestive of their proximity with the group. " July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Adoption of financial For FOR Financial accounts are as per September statements for the year regulatory requirements 2018 ended 31 March 2018 July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Declare a dividend of For FOR IndusInd Bank proposes to September Rs 7.5 per share of face pay dividend of Rs.7.5 per 2018 value Rs.10.0 each share. The dividend payout is 15% (15.1% in FY17). July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Reappoint R. For FOR R. Seshasayee (DIN: September Seshasayee as a Non- 00047985) is the non- 2018 Executive Director executive Chairperson of the bank. His reappointment is in line with statutory requirements. July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Appoint S. R. Batliboi For FOR S. R. Batliboi & Co. LLP (of September & Co. LLP as statutory the Ernst & Young Group) are 2018 auditors for FY19 and fix replacing Price Waterhouse their remuneration as the statutory auditors. Their appointment is in line with statutory requirements. July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Reappoint Romesh Sobti For FOR His proposed remuneration September as MD and CEO for the of Rs.67.8 mn is in line with 2018 period from 1 February peers and commensurate 2018 to 23 March 2020 with the size and scale of and fix his remuneration operations. Further he will also be paid an annual performance bonus as may be determined by the board the quantum of which has not been capped. As a good practice banks must disclose an upper-cap on the amount of remuneration (including commission) that is proposed to be paid to directors. July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Reappoint Yashodhan M. For FOR Yashodhan M. Kale (DIN: September Kale as a Non-Executive 00013782) is Group 2018 Director for the period President, Corporate from 20 December 2017 Governance & Development, to 15 April 2019 in the Hinduja Group. He has been on the board of the bank since 16 April 2015. His reappointment is in line with the statutory requirements. July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Approve increase in the For FOR Given the growth in September borrowing limit from Rs advances, IndusInd will 2018 500 bn to Rs 750 bn need fresh funds to meet its capital requirements. The bank’s infrastructure bonds are rated CRISIL AA+/Stable, which indicates a high degree of safety regarding timely servicing of financial obligations.

45 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Approve issuance of debt For FOR The issuance of debt September securities up to Rs.200.0 securities on private 2018 bn on private placement placement basis will be basis within the bank’s proposed borrowing limit of Rs 750 bn. July 2018 - 26-Jul-18 INDUSIND BANK LTD. AGM Management Approve increase in For FOR As on 31 March 2018, FPIs/ September the investment limit FIIs held 46.45% (excluding 2018 for Foreign Portfolio ADR/GDR) stake in IndusInd Investors (FPIs) and Bank. The increased Foreign Institutional shareholding limit for foreign Investors (FIIs) to 74% investors will give the from 49% of the paid-up company additional flexibility capital in raising capital. July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management Adoption of financial For For No qualification in the September statements for the year auditor's report. 2018 ended 31 March 2018 July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management To confirm interim For For The aggregate dividend is September dividend of Rs.3.0 per Rs. 6. 5 per share. The total 2018 equity share and to dividend outflow including declare final dividend of dividend tax for FY18 is Rs. Rs.3.5 per share on face 127. 9 mn. The dividend value Rs.10.0 payout ratio for FY18 is 40. 4%. July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management Reappoint Shiva Kabra For For Shiva Kabra, 40, belongs to September (DIN: 00190173) as an the promoter group and is the 2018 Executive Director Joint Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management Appoint Ms. Ritu Joshi For For Ms. Ritu Joshi, 46, is the September (DIN: 2600483) as a Non- daughter of Basant Kabra, 2018 Executive Director Promoter Chairperson and Managing Director. She holds a bachelor’s degree in Economics and Statistics and Master’s degree in Management Information Systems and a second Master’s degree in Indology, and has over 20 years of work experience. She was appointed as an Additional Director from 25 December 2017. She is liable to retire by rotation and her appointment is in line with all statutory requirements. July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management Reappoint Basant For For Basant Kabra, 72, is a September Kabra (DIN 00176807) Promoter Chairperson 2018 as Managing Director and Managing Director. for three years from 1 His reappointment is in January 2019 and fix his line with the statutory remuneration requirements. The proposed remuneration of Rs. 21. 0 mn is commensurate with the size and complexity of the business and in line with the peers. In FY18, the ratio of remuneration (Rs. 18. 7 mn) to median remuneration was 67. 8x. The company has not given a cap in absolute terms on the commission payable. July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management Approve remuneration of For For The total remuneration September Rs.175,000 (plus taxes proposed is reasonable 2018 and reimbursement of compared to the size and actual out of pocket scale of the company’s expenses) for Paresh operations. Jaysih Sampat as cost auditors for FY19

46 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 26-Jul-18 CONTROL PRINT LTD. AGM Management To charge fees from For For The however company will September shareholders in advance share requested information 2018 for the dispatch of via electronic mail free of documents in the mode charge. We believe this requested by them move will facilitates a greener environment. July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Management Adoption of standalone For For Financial accounts are as per September INVESTMENT & and consolidated financial regulatory requirements 2018 FINANCE CO. LTD. statements for the year ended 31 March 2018 July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Management Confirm interim dividend For For The dividend per share for the September INVESTMENT & of Rs.4.5 per share and year is Rs.6.5, aggregating to 2018 FINANCE CO. LTD. declare final dividend of a total dividend of Rs.1.2 bn. Rs.2 per share The dividend payout is 12.6% (14.4% in FY17). July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Management Reappoint N. Srinivasan For For N. Srinivasan (DIN: September INVESTMENT & as a Director 00123338) is the MD of the 2018 FINANCE CO. LTD. company. His reappointment is in line with the statutory requirements. July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Management Ratify S. R. Batliboi For For S. R. Batliboi & Associates September INVESTMENT & & Associates LLP as LLP replaced Deloitte 2018 FINANCE CO. LTD. statutory auditors and Haskins & Sells LLP as the fix their remuneration at auditors in the previous Rs.4.1 mn for FY19 AGM. Their ratification is in line with the statutory requirements and the proposed remuneration is commensurate with the size and complexity of the business. July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Shareholder Appoint Ashok Kumar For For Ashok Kumar Barat (DIN: September INVESTMENT & Barat as an Independent 00492930) is the former 2018 FINANCE CO. LTD. Director for a period MD and CEO of Forbes of five years w.e.f 31 & Company Limited. His October 2017 appointment is in line with the statutory requirements. July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Shareholder Appoint M. M. For For M. M. Murugappan (DIN: September INVESTMENT & Murugappan as a Director 00170478) is part of the 2018 FINANCE CO. LTD. promoter group. He had earlier served as a non- executive director on the board from January 2015 till October 2017. He was inducted again on the board as an additional director on 31 May 2018. His appointment is in line with the statutory requirements. July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Management Approve increase in the For For Given the growth in September INVESTMENT & borrowing limit from Rs advances, Cholamandalam 2018 FINANCE CO. LTD. 400 bn to Rs.600 bn will need fresh funds to meet its capital requirements. The company’s long term debt is rated CRISIL AA+/Stable, which indicates a high degree of safety regarding timely servicing of financial obligations. July 2018 - 26-Jul-18 CHOLAMANDALAM AGM Management Approve issuance of debt For For The issuance of debt September INVESTMENT & securities up to Rs.180.0 securities on private 2018 FINANCE CO. LTD. bn on private placement placement basis will be within basis the company’s proposed borrowing limit of Rs.600 bn. July 2018 - 27-Jul-18 WABCO INDIA LTD. AGM Management Adoption of financial For For The Report of the September statements for the year Independent Auditors does 2018 ended 31 March 2018 not contain any qualifications. July 2018 - 27-Jul-18 WABCO INDIA LTD. AGM Management Declare final dividend of For For The total dividend outflow September Rs. 8.0 per equity share including dividend tax for 2018 (face value Rs. 5.0) FY17 is Rs. 0. 2 bn. The dividend payout ratio is 6. 7%.

47 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 WABCO INDIA LTD. AGM Management Reappoint Ms. Lisa For For Lisa Brown, 40, is the Chief September Brown as Non-Executive Legal Officer and Company 2018 Non-Independent Secretary, WABCO Holdings Director Inc. She retires by rotation and her reappointment is in line with statutory requirements. July 2018 - 27-Jul-18 WABCO INDIA LTD. AGM Management Approve remuneration For For The remuneration to be September of Rs. 400,000 for A N paid to the cost auditor is 2018 Raman as cost auditor reasonable compared to for FY19 the size and scale of the company’s operations. July 2018 - 27-Jul-18 WABCO INDIA LTD. AGM Management Approve related party For Against While the approval sought September transactions with WABCO is for a one-year period, the 2018 Europe BVBA in FY19 quantum of transactions to be undertaken for FY18 has not been provided. However, they are expected to increase in the same trend as the past few years. Royalty payments is one of the transactions that is included for approval for the resolution. In FY18, the total royalty including professional fees and technical services paid by WABCO India to its group companies amounts to 17% of pre-tax pre-royalty profits, which is high and not commensurate with the growth in the company’s profits, revenues or dividend payouts. July 2018 - 27-Jul-18 WABCO INDIA LTD. AGM Management Revise remuneration For For P Kaniappan is a professional September payable to P Kaniappan and his estimated maximum 2018 as Managing Director FY19 remuneration of Rs. with effect from 1 January 50. 6 mn is in line with peers 2018 till the end of his and commensurate with term on 16 June 2019 the size and complexity of the business. The company should disclose the details of parent company stock options proposed to be granted to him. July 2018 - 27-Jul-18 I T C LTD. AGM Management Adoption of standalone For For No qualification in auditor's September and consolidated financial report. 2018 statements for the year ended 31 March 2018 July 2018 - 27-Jul-18 I T C LTD. AGM Management Approve final dividend of For For The total dividend payout September Rs 5.15 per share of face (including dividend 2018 value Re 1.0 each distribution tax) for FY18 aggregates to Rs 75. 8 bn. The dividend payout ratio for FY18 was 67. 4%. July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Nakul Anand For For Nakul Anand oversees September (DIN: 00022279) as a the Lifestyle Retailing, 2018 Director Hospitality, Travel & Tourism Businesses. He retires by rotation and his reappointment is in line with the statutory requirements. July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Sanjiv Puri For For Sanjiv Puri has been September (DIN: 00280529) as a re-designated as the 2018 Director Managing Director. He retires by rotation and his reappointment is in line with the statutory requirements.

48 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 I T C LTD. AGM Management Ratification of Deloitte For Against ITC proposes to ratify Deloitte September Haskins & Sells as Haskins & Sells as statutory 2018 statutory auditor and to auditors: Deloitte Haskins & fix their remuneration at Sells were first appointed as Rs.29.5mn for FY19 the statutory auditors for ITC in FY10, and last reappointed at the FY14 AGM for a period of five years. Prior to that, the company’s auditors were A. F Ferguson & Co for at least 12 years (part of the same Deloitte network). Hence the audit network has a tenure of 21 years. We believe this is not in keeping with the spirit of Section 139 (2) of the Companies Act 2013 read with the Companies (Audit and Auditor) Rules, 2014. The ratification is not in line with our Voting Guidelines on Auditor (Re)appointments. July 2018 - 27-Jul-18 I T C LTD. AGM Management Appoint John For For John Pulinthanam was September Pulinthanam (DIN: appointed as an Additional 2018 07881040) as Non- Director from 16 May 2018. Executive Director for a He is the Chairperson period of three years from and Managing Director 27 July 2018 of National Insurance Company Limited (NIC). He has been appointed as the representative of the General Insurers’ (Public Sector) Association of India. His appointment is in line with the statutory requirements. July 2018 - 27-Jul-18 I T C LTD. AGM Management Approve re-designation For For Sanjiv Puri was appointed September of Sanjiv Puri (DIN: as CEO on 5 February 2017. 2018 00280529) to Managing The company now proposes Director from CEO & to re-designate him as Whole-time Director from Managing Director. 16 May 2018 July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Sanjiv Puri For For Sanjiv Puri has been re- September (DIN: 00280529) as designated as Managing 2018 Managing Director for a Director from 16 May 2018. period of five years with He is a professional. His effect from 22 July 2019 estimated remuneration and fix his remuneration in FY20 at Rs. 258 mn is commensurate with the size and performance of the company. Further, a large proportion of his remuneration is variable since it is expected to emanate from stock options. Given that stock options form a large part of Sanjiv Puri’s remuneration structure, the company must consider disclosing the maximum number of stock options it proposes to grant or set a cap (in value terms) on the aggregate value of stock options he will be granted as part of his remuneration.

49 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Nakul Anand For For His estimated remuneration September (DIN: 00022279) as of around Rs. 145 is 2018 Whole-time Director commensurate with the for a period of two size and performance of years with effect from 3 the company. Further, a January 2019 and fix his large proportion of his remuneration remuneration is variable since it is expected to emanate from stock options. Given that stock options form a large part of Nakul Anand’s remuneration structure, the company must consider disclosing the maximum number of stock options it proposes to grant or set a cap (in value terms) on the aggregate value of stock options he will be granted as part of his remuneration. July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Rajiv Tandon For For His estimated remuneration September (DIN: 00042227) as of around Rs. 140 mn, is 2018 Whole-time Director for a commensurate with the period of two years with size and performance of effect from 22 July 2019 the company. Further, a and fix his remuneration large proportion of his remuneration is variable since it is expected to emanate from stock options. Given that stock options form a large part of Rajiv Tandon’s remuneration structure, the company must consider disclosing the maximum number of stock options it proposes to grant or set a cap (in value terms) on the aggregate value of stock options he will be granted as part of his remuneration. July 2018 - 27-Jul-18 I T C LTD. AGM Management Approve remuneration For Against Yogesh Chander September benefits of Yogesh Deveshwar’s aggregate 2018 Chander Deveshwar remuneration was about (DIN: 00044171) Rs. 194 mn in FY18. With as a Non-Executive the value of stock options, Chairperson from 1 April his aggregate remuneration 2019 to 4 February 2020 in FY18 was almost in the same range of that of the CEO, and higher than the other executive directors. We believe that this, along with the fact that he is paid a monthly salary and granted stock options, does not convey that a well-ordered succession has taken place. July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Yogesh For Against The resolution requires us September Chander Deveshwar to approve an extension 2018 (DIN: 00044171) as of Yogesh Chander the Non-Executive Deveshwar’s term that gets Chairperson of the over a year and a half in the company from 5 February future, for further two years 2020 to 3 February 2022 into the future. The NRC’s and the board’s rationale (for the term extension) that ‘the size and complexity of the business’ is increasing does not sufficiently explain the need to extend his tenure almost two years before it gets over: we consider it premature for the board to extend Yogesh Deveshwar’s term.

50 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 I T C LTD. AGM Management Approve the continuation For For Recent changes in SEBI’s September of Sahibzada Syed LODR require directors 2018 Habib-ur-Rehman having attained the age (DIN: 00050862) as an of 75 to be reapproved by Independent Director shareholders through a from 20 March 2019 to 14 special resolution. In line September 2019 with this regulatory change, Sahibzada Syed Habib-ur- Rehman’s (S S Rehman) term as an Independent Director requires shareholder approval: he will cross 75 years on 20 March 2019. His continuation is in line with statutory requirements. July 2018 - 27-Jul-18 I T C LTD. AGM Management Reappoint Shilabhadra For For Shilabhadra Banerjee, 70, September Banerjee (DIN: has been associated with the 2018 02922331) as an company since 4 February Independent Director for 2010: reappointing him for a period of five years with another five years will result effect from 30 July 2019 in a cumulative tenure of over 10 years. We believe that the tenure of directors is inversely proportionate to their independence. Therefore, we will consider him as non-independent once he crosses tenure of 10 years. July 2018 - 27-Jul-18 I T C LTD. AGM Management To set annual commission For For ITC proposes to pay annual September at a maximum of Rs. commission to each non- 2018 10.0 mn for each non- executive director between executive director for a Rs. 7 mn and Rs. 10 mn, period of five years subject to the aggregate commission not exceeding 1% of profits. Having a cap on the amount of commission to be paid to non-executive directors is a good practice. July 2018 - 27-Jul-18 I T C LTD. AGM Management Ratify remuneration For For The proposed remuneration September of Rs. 450,000 (plus is comparable to the size and 2018 reimbursement of actual complexity of the business. expenses) for P. Raju Iyer, cost auditors for the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for the financial year ending 31 March 2019 July 2018 - 27-Jul-18 I T C LTD. AGM Management Ratify remuneration For For The proposed remuneration September of Rs. 575,000 (plus is comparable to the size and 2018 reimbursement of actual complexity of the business. expenses) for Shome & Banerjee, cost auditors for all products other than the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for the financial year ending 31 March 2019 July 2018 - 27-Jul-18 ALEMBIC AGM Management Adoption of financial For For No qualification in the September PHARMACEUTICALS statements for the year auditor's report. 2018 LTD. ended 31 March 2018 July 2018 - 27-Jul-18 ALEMBIC AGM Management Declare dividend of For For Alembic Pharma proposes to September PHARMACEUTICALS Rs.4.0 per equity share of declare a dividend of Rs. 4. 0 2018 LTD. Rs.2.0 each per share. In FY18, the total dividend including dividend distribution tax amounts to Rs. 907 mn. The dividend payout ratio is 21. 5% v/s 21. 1% in FY17.

51 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 ALEMBIC AGM Management Reappoint R. K. Baheti as For For R. K. Baheti, 58, is Director, September PHARMACEUTICALS Director liable to retire by Finance and CFO. His 2018 LTD. rotation reappointment is in line with all statutory requirements. July 2018 - 27-Jul-18 ALEMBIC AGM Management Ratify remuneration For For The total remuneration September PHARMACEUTICALS of Rs.175,000 for proposed to be paid to the 2018 LTD. H.R. Kapadia, Cost cost auditors in FY19 is Accountants, as cost reasonable compared to auditors for FY19 the size and scale of the company’s operations. July 2018 - 27-Jul-18 ALEMBIC AGM Management Reappoint Shaunak For Against Shaunak Amin, 40, is September PHARMACEUTICALS Amin (DIN 00245523) promoter director. He 2018 LTD. as Managing Director was paid Rs. 156 mn in for a period of five years FY18. His estimated FY19 beginning 2 May 2018 remuneration of Rs. 224. 0 and fix his remuneration mn is high when compared to industry peers. Further, the growth in his remuneration in FY18, has outpaced the company’s performance. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. July 2018 - 27-Jul-18 ALEMBIC AGM Management Revise remuneration For Against Pranav Amin, 43, is promoter September PHARMACEUTICALS payable to Pranav Amin director. He was paid Rs. 156 2018 LTD. (DIN 00245099) as mn in FY18. His estimated Managing Director from 1 FY19 remuneration of Rs. April 2018 until 31 March 224. 0 mn is high when 2021 compared to industry peers. Further, the growth in his remuneration in FY18, has outpaced the company’s performance. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. July 2018 - 27-Jul-18 ALEMBIC AGM Management Ratify and reappoint For For K. G. Ramanathan has September PHARMACEUTICALS K. G. Ramanathan been on the company’s 2018 LTD. (DIN 00243928) as an board for the past seven Independent Director years. His reappointment for a term of five years is in line with all statutory beginning 1 April 2019 requirements. However, once his tenure crosses 10 years, we will classify him as a non-independent director. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, K. G. Ramanathan’s appointment as an Independent Director requires shareholder approval: he is about 79 years old. The ratification is in line with the statutory requirements.

52 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 ALEMBIC AGM Management Ratify and reappoint For For Pranav Parikh has been on September PHARMACEUTICALS Pranav Parikh (DIN the company’s board for 2018 LTD. 00318726) as an the past seven years. His Independent Director reappointment is in line with for a term of five years all statutory requirements. beginning 1 April 2019 However, once his tenure crosses 10 years, we will classify him as a non- independent director. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Pranav Parikh’s appointment as an Independent Director requires shareholder approval: he is about 75 years old. The ratification is in line with the statutory requirements. July 2018 - 27-Jul-18 ALEMBIC AGM Management Reappoint Milin Mehta For For Milin Mehta, 53, has been September PHARMACEUTICALS (DIN 01297508) as an on the company’s board 2018 LTD. Independent Director since 2011. He is Senior for a term of five years Partner at K. C. Mehta & Co. beginning 1 April 2019 His reappointment is in line with statutory requirements. However, once his tenure crosses 10 years, we will classify him as a non- independent director. July 2018 - 27-Jul-18 ALEMBIC AGM Management Reappoint Paresh For For Paresh Saraiya, 64, has September PHARMACEUTICALS Saraiya (DIN 00063971) been on the company’s 2018 LTD. as an Independent board since 2011. His Director for a term of five reappointment is in line years beginning 1 April with statutory requirements. 2019 However, once his tenure crosses 10 years, we will classify him as a non- independent director. July 2018 - 27-Jul-18 ALEMBIC AGM Management Amendment to Clause For For In compliance with provisions September PHARMACEUTICALS III (A), Clause III (B) of the Companies Act, 2013, 2018 LTD. and Clause III (C) of the company has proposed Objects Clause of to modify Objects Clause the Memorandum of of the MoA and delete the Association (MoA) existing Other Objects clause. The MoA is available on the company’s website. July 2018 - 27-Jul-18 ALEMBIC AGM Management Adoption of new Articles For For With the coming into force September PHARMACEUTICALS of Association (AoA) of the Companies Act, 2018 LTD. that conform with the 2013, several provisions Companies Act, 2013 of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. The proposed changes to their AoA are available on the company’s website.

53 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Jul-18 ALEMBIC AGM Management To increase the borrowing For For As on 31 March 2018, the September PHARMACEUTICALS limit to Rs. 25 bn from Rs. company had outstanding 2018 LTD. 15 bn borrowings of Rs. 6. 9bn, as against an existing borrowing limit of Rs. 15. 0 bn. The company requires funds to meet the requirements of expansion plans, routine capex and working capital requirements as well as for opportunities that may arise in future. We understand that the company will need the increased limit to raise funds for its expansion plans. The company has a credit rating of CRISIL AA+/ Stable/ CRISIL A1+, which denotes high degree of safety regarding timely servicing of debt obligations, with low credit risk. July 2018 - 27-Jul-18 ALEMBIC AGM Management Creation of charge on For For The company proposes to September PHARMACEUTICALS assets create charges on its assets 2018 LTD. to secure its borrowings. Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. July 2018 - 27-Jul-18 ALEMBIC AGM Management Provide loan, guarantee For Against The company has provided September PHARMACEUTICALS and security up to neither a strategic rationale 2018 LTD. Rs. 2.5 bn to Aleor nor an economic rationale Dermaceuticals Limited to support Aleor. It is also not (Aleor), a 60% subsidiary clear whether the proposed quantum of financial support is a one-time assistance, or if Aleor will require on- going financial support from Alembic Pharma. Further, the company has not confirmed that its support to Aleor will be limited to the extent of its shareholding. In the absence of clarity on the transaction, we are unable to support the resolution. July 2018 - 30-Jul-18 BHARTI AIRTEL LTD. NCM Management Approve slump sale For For "Since the transfer is to September of optical fibre cable an indirect wholly-owned 2018 undertaking to Telesonic subsidiary, there will be Networks Limited, an no impact on consolidated indirect wholly-owned financials. The separation subsidiary of the optical fibre cable business will allow greater focus on the segment. Further, it will provide Bharti Airtel the ability to hive-off and monetize the business in the future. The company has clarified that Telesonic is likely to fund the transaction primarily through internal/external short-term borrowings. The incremental debt is unlikely to materially impact the company’s consolidated performance." July 2018 - 30-Jul-18 HOUSING AGM Management Adoption of standalone For For Financial accounts are as per September DEVELOPMENT and consolidated financial regulatory requirements 2018 FINANCE CORPN. statements for the year LTD. ended 31 March 2018

54 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Jul-18 HOUSING AGM Management Confirm interim dividend For For "The total dividend payout September DEVELOPMENT of Rs. 3.5 per share and (including dividend 2018 FINANCE CORPN. approve final dividend of distribution tax) for LTD. Rs 16.5 per share of face FY18 aggregates to ~Rs value Rs 2.0 each 40.3 bn. The dividend payout ratio for FY18 was 33.2%." July 2018 - 30-Jul-18 HOUSING AGM Management Appoint Upendra Kumar For For "U K Sinha is the former September DEVELOPMENT Sinha (DIN:00010336) as Chairman of SEBI. His 2018 FINANCE CORPN. Independent Director for appointment as Independent LTD. five years from 30 April Director is in line 2018 with the statutory requirements." July 2018 - 30-Jul-18 HOUSING AGM Management Appoint Jalaj Ashwin For For "Jalaj Dani is co-promoter September DEVELOPMENT Dani (DIN:00019080) as of Asian Paints Ltd. 2018 FINANCE CORPN. Independent Director for His appointment as LTD. five years from 30 April Independent Director is in 2018 line with the statutory requirements." July 2018 - 30-Jul-18 HOUSING AGM Management Ratify the directorship For Against "B S Mehta, 83, is a September DEVELOPMENT of B S Mehta (DIN: Chartered Accountant and 2018 FINANCE CORPN. 00035019) till 20 July Founder and Chief Mentor, LTD. 2019 (present term as Bansi S Mehta & Co. Independent Director) He has been on the board of HDFC for over 30 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify B S Mehta as nonindependent due to his long association with the company. If the company believes that it will benefit from B S Mehta serving on the board, it should appoint him as a Non-Independent director." July 2018 - 30-Jul-18 HOUSING AGM Management Ratify the directorship For Against "Dr. Bimal Jalan, 77, is a September DEVELOPMENT of Dr. Bimal Jalan (DIN: former Governor of the 2018 FINANCE CORPN. 00449491) till 20 July RBI. He has been on LTD. 2019 (present term as the board of HDFC for Independent Director) over 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify Dr. Bimal Jalan as non- independent due to his long association with the company. If the company believes that it will benefit from Dr. Bimal Jalan serving on the board, it should appoint him as a Non- Independent director." July 2018 - 30-Jul-18 HOUSING AGM Management Ratify the directorship of For Against "J. J. Irani, 82, is the September DEVELOPMENT J. J. Irani (DIN: 00311104) former MD of Tata Steel 2018 FINANCE CORPN. till 20 July 2019 (present Ltd. He has been on the LTD. term as Independent board of HDFC for over Director) 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify J. J. Irani as non-independent due to his long association with the company. If the company believes that it will benefit from J. J. Irani serving on the board, it should appoint him as a Non-Independent director"

55 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Jul-18 HOUSING AGM Management Approve reappointment For For Deepak Parekh joined HDFC September DEVELOPMENT of Deepak Parekh (DIN: in 1978. He retired as the 2018 FINANCE CORPN. 00009078) as director MD in December 2009. He LTD. liable to retire by rotation has been a non-executive director on the board since January 2010. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. Deepak Parekh will be 75 years on 18 October 2019. In line with this regulatory change, Deepak Parekh’s reappointment as Non- Executive Director requires shareholder approval. The reappointment is in line with the statutory requirements. July 2018 - 30-Jul-18 HOUSING AGM Management Approve issuance of Non- For For The issuance will be within September DEVELOPMENT Convertible Debentures the overall borrowing limit. 2018 FINANCE CORPN. of up to Rs. 850 bn LTD. July 2018 - 30-Jul-18 HOUSING AGM Management Approve related party For For "HDFC Bank sources home September DEVELOPMENT transactions with HDFC loans for HDFC through 2018 FINANCE CORPN. Bank for FY19 its branches across India. LTD. HDFC, after necessary due diligence, approves and disburses the loans. The loans are booked with HDFC and HDFC Bank is paid commission for its services. Further HDFC Bank periodically purchases the loans and HDFC is paid a fee for servicing the home loans assigned by it. The audit committee has already granted approval for assignment/ sale of home loans to the bank up to an overall limit of Rs. 320.0 bn for FY19. The transactions are in the ordinary course of business and will be conducted on an arm’s length basis. It will enable HDFC to expand its reach, leverage on group expertise and cross-sell its products." July 2018 - 30-Jul-18 HOUSING AGM Management Approve increase in For For As on 31 March 2018, the September DEVELOPMENT borrowing limits from Rs corporation had outstanding 2018 FINANCE CORPN. 3.5 trillion to Rs 5.0 trillion borrowings of Rs. 3.2 trillion. LTD. In order to support its growing loan portfolio, HDFC needs to increase its borrowing limit to Rs. 5.0 trillion. The capital adequacy ratio as on 31 March 2018 is 19.2% (Tier I – 17.3%) against a minimum of 12% (Tier I – 6%) as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio. The 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.

56 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Jul-18 HOUSING AGM Management Approve reappointment For For "Keki Mistry has been the September DEVELOPMENT of Keki Mistry (DIN: Vice Chairman & Managing 2018 FINANCE CORPN. 00008886) as MD (VC & Director since October LTD. CEO) for three years from 2007. His proposed pay 14 November 2018 and to comprises both short term fix his remuneration (commission) and long- term incentives (stock options). His proposed fixed remuneration is estimated at Rs 128.3 mn in FY19 (Rs 119.3 mn in FY18). His total pay, including the entire value of ESOP’s granted during the year, computed at fair value, is estimated at Rs 528.3 mn, (FY18 Rs 510.4 mn). ESOPs are granted every two years and form 70-75% of the total pay. We observe that in the past, remuneration paid to Keki Mistry has been aligned with the performance of the company. While the company does not have comparable peers in the industry, the proposed remuneration is in line with peers in the financial services sector of similar size and scale." July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management Adoption of financial For For No qualifications in the September PRODUCTS LTD. statements for the year auditor's report. 2018 ended 31 March 2018 July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management To confirm interim For For The total dividend for FY18 September PRODUCTS LTD. dividend of Rs. 10.0 per is Rs. 10. 0 per equity share 2018 share (face value Re. 1.0) (Rs. 7. 5 in FY17). The total for FY18 dividend outflow (including dividend tax for FY18) is Rs. 8. 2 bn and the dividend payout ratio is 82. 0%. July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management Reappoint Vivek Gambhir For For Vivek Gambhir, 50, has September PRODUCTS LTD. (DIN: 06527810) as the been on the board as the 2018 Managing Director Managing Director and CEO, for the past five years. His reappointment meets all statutory requirements. July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management Reappoint Tanya Dubash For For Ms. Tanya Dubash, 50, September PRODUCTS LTD. (DIN: 00026028) as a represents the promoter 2018 Non-Executive Non- family on the board. She is Independent Director currently the Chief Branding Officer for the Godrej Group. Her reappointment meets all statutory requirements. July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management Ratify appointment For For The ratification of BSR & Co. September PRODUCTS LTD. of BSR & Co. LLP LLP’s appointment is in line 2018 as statutory auditors with our Voting Guidelines for FY19 and fix their on Auditor (Re)appointments remuneration and with the requirements of Section 139 of the Companies Act 2013. July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management Approve remuneration For For The total remuneration September PRODUCTS LTD. of Rs. 0.6 mn for PM proposed is reasonable 2018 Nanabhoy & Co. as cost compared to the size and auditors for FY19 scale of the company’s operations.

57 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Shareholder Appoint Ms. Pippa For For Ms. Pippa Armerding, 50, September PRODUCTS LTD. Armerding (DIN: did her bachelor’s in arts 2018 08054033) as an from Harvard University and Independent Director for graduated from Harvard a term of five years, w.e.f. Business School General 30 Jan 2018 Management Programme. She is a lawyer and a business professional and has over 20 years of experience working in Africa, Asia, Europe and America. Her appointment as an Independent Director for a term of five years meets all statutory requirements. July 2018 - 30-Jul-18 GODREJ CONSUMER AGM Management Fix commission for Non- For For In FY17 AGM, the September PRODUCTS LTD. Executive Directors at an shareholders accorded their 2018 amount not exceeding 1% approval to pay commission of net profits, till FY20 of upto Rs. 2. 0 mn per director, within an overall limit of 1% of net profits, to its Non-Executive Directors. The company now proposes to remove this limit of Rs. 2. 0 mn. The commission paid to Non-Executive Directors in the past has been reasonable. However, instead of removing the limit of Rs. 2. 0 mn, it should consider setting a higher limit. July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Adoption of audited For For The Report of the September LTD. financial statements for Independent Auditors does 2018 the year ended 31 March not contain any qualifications 2018 July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Declare final dividend For For Swaraj Engines Limited September LTD. and special dividend proposes a final dividend of 2018 aggregating Rs. 50 per Rs. 50 per equity share of share of face value Rs.10 face value Rs. 10 for the year ended 31 March 2018. This includes a special dividend of Rs. 25 per equity share. The total dividend outflow including dividend tax for FY18 is Rs. 0. 7 bn. The dividend payout ratio is 91. 1%. July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Reappoint R.R. For For R. R. Deshpande (DIN: September LTD. Deshpande (DIN 00007439), is a Non- 2018 00007439) as Non- Executive director of Executive Non- the company. He retires Independent Director by rotation and his reappointment is in line with the statutory requirements. July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Reappoint Vijay Varma For For Vijay Varma (DIN: 00011352), September LTD. (DIN 00011352) as is a Non-Executive director 2018 Non-Executive Non- of the company. He Independent Director retires by rotation and his reappointment is in line with the statutory requirements. July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Ratify the appointment For For The ratification of B. K. Khare September LTD. of B.K. Khare & Co. as & Co’s appointment is in line 2018 statutory auditors for with our Voting Guidelines one year and fix their on Auditor (Re)appointment remuneration and with the requirements of Section 139 of the Companies Act 2013. July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Approve remuneration of For For The total remuneration September LTD. Rs. 0.1 mn for V. Kumar proposed is reasonable 2018 & Associates as cost compared to the size and auditors for the financial scale of the company’s year ending 31 March operations. 2019

58 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Jul-18 SWARAJ ENGINES AGM Management Approve related party For For Swaraj Engines sells its September LTD. transactions with engines to Mahindra & 2018 Mahindra & Mahindra Ltd Mahindra Limited (M&M). up to Rs. 20 bn annually To that extent, it also from 1 April 2018 undertakes other operational transactions with M&M, which include receiving/rendering of services, purchase of raw materials and components, with M&M, on a regular basis. The transactions are in the ordinary course of business and will be at arm’s length pricing. The company expects to exhaust this limit over the next three to four years. Even so, we expect companies to also specify the duration for which it seeks shareholder approval on related party transactions. July 2018 - 31-Jul-18 RELAXO NCM Management Approve merger of Marvel For Against The transaction will result in September FOOTWEARS LTD. Polymers Private Limited Relaxo Footwears’ ownership 2018 (MMPL) and Relaxo over immovable properties Rubber Private Limited that it currently uses, but (RRPL) with Relaxo is owned by the promoter- Footwears Limited controlled entities, MMPL and RRPL. The ownership of the assets will allow the company to make further investments in developing facilities on those assets. While we recognize that the transaction will optimize the overall structure of asset use and ownership, and support business growth, there is no clarity on the nature and size of the assets being acquired. Therefore, we are unable to assess the appropriateness of the aggregate valuation, which is estimated at Rs.2.6 bn (based on current market prices and the proposed share swap ratio). July 2018 - 2-Aug-18 TORRENT AGM Management Adoption of standalone For For No qualification in the September PHARMACEUTICALS and consolidated financial auditor's report. 2018 LTD. statements for the year ended 31 March 2018 July 2018 - 2-Aug-18 TORRENT AGM Management Confirm interim dividend For For The total dividend for FY18 September PHARMACEUTICALS of Rs.9.0 per equity share is Rs. 14. 0 per share and 2018 LTD. and declare final dividend the total dividend outflow of Rs.5.0 per equity share (including dividend tax for (face value of Rs.5.0) FY18) is Rs. 2. 9 bn, while the dividend payout ratio is 59. 2%. July 2018 - 2-Aug-18 TORRENT AGM Management Not fill casual vacancy For For Markand Bhatt (DIN: September PHARMACEUTICALS caused by retirement 00061955) is Former Chief 2018 LTD. of Markand Bhatt (DIN Executive Officer of the 00061955) Torrent group. He will retire at the upcoming AGM and the vacancy caused by his retirement will not be filled.

59 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 2-Aug-18 TORRENT AGM Management To continue the For For Torrent Pharma proposes to September PHARMACEUTICALS appointment of B S R continue the appointment of 2018 LTD. & Co. LLP as statutory B S R & Co. LLP as statutory auditors, without auditors, without shareholder ratification, till the end of ratification, till the end of their term in FY22 their term in FY22. This is in line with the Companies Amendment Act, 2017 dated 7 May 2018 which has done away with the requirement of annual ratification for the statutory auditor. July 2018 - 2-Aug-18 TORRENT AGM Management Ratify remuneration of For For The proposed remuneration September PHARMACEUTICALS Rs. 800,000 payable to to be paid to the cost auditor 2018 LTD. M/s Kirit Mehta & Co, cost in FY19 is reasonable auditors for FY19 compared to the size and scale of operations. July 2018 - 2-Aug-18 TORRENT AGM Shareholder Appoint (Ms.) Ameera For For (Ms. ) Ameera Shah, 38, September PHARMACEUTICALS Shah (DIN 00208095) as is Managing Director of 2018 LTD. Independent Director for Metropolis Healthcare a term of three years Limited. Her appointment is in line with all statutory requirements. July 2018 - 2-Aug-18 TORRENT AGM Shareholder Reappoint Shailesh For For Shailesh Haribhakti, 62, September PHARMACEUTICALS Haribhakti (DIN has been on the company’s 2018 LTD. 00007347) as board for the past seven Independent Director for years. His reappointment a term of five years with is in line with all statutory effect from 1 April 2019 requirements. However, once his tenure crosses 10 years, we will classify him as a non- independent director. July 2018 - 2-Aug-18 TORRENT AGM Management Reappoint Haigreve For Against Haigreve Khaitan, 48, is September PHARMACEUTICALS Khaitan (holding Partner, Khaitan & Co. He 2018 LTD. DIN 00005290) as has attended 50% of the Independent Director for board meetings held in a term of five years with 2018 and 50% (9 out of 18) effect from 1 April 2019 meetings over the last three years. We expect directors to take their responsibilities seriously and attend all board meetings. July 2018 - 2-Aug-18 TORRENT AGM Management Appoint Aman Mehta as For Against Aman Mehta, 26, is the son September PHARMACEUTICALS General Manager, holding of Samir Mehta, Managing 2018 LTD. office of profit, with effect Director. The company from 3 August 2018 proposes to pay him a remuneration ranging from Rs. 3. 9 mn to Rs. 15. 7 mn per annum, excluding perquisites and benefits (the value of perquisites and benefits has not been defined). The proposed remuneration range provided is very wide and the resolution does not have a defined timeline. We believe companies must take shareholder approval on periodic basis: we do not support such wide-ranging approvals. July 2018 - 2-Aug-18 G I C HOUSING AGM Management Adoption of financial For For Financial accounts are as per September FINANCE LTD. statements for the year regulatory requirements 2018 ended 31 March 2018 July 2018 - 2-Aug-18 G I C HOUSING AGM Management To declare dividend of Rs. For For The total dividend payout September FINANCE LTD. 5.5 per equity share (face (including dividend 2018 value Rs. 10.0) distribution tax) for FY18 aggregates to ~Rs 418.0 mn. The dividend payout ratio for FY18 was 19.3%. Growth in dividend is 10% as compared to a 1.8% increase in PAT over FY17.

60 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 2-Aug-18 G I C HOUSING AGM Management To fill casual vacancy For For K. Sanath Kumar September FINANCE LTD. caused by the superannuated as CMD, 2018 superannuation of K. National Insurance Co. and Sanath Kumar (DIN has stepped off the board of 03444096), retiring by GIC Housing Finance Limited rotation and not seeking (GIC HF). GIC HF proposes reappointment to appoint another director in his stead. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To ratify the appointment For For CNK & Associates have September FINANCE LTD. of CNK & Associates LLP been the statutory auditors of 2018 as statutory auditors for GICHF since FY2010. They one year were reappointed in the AGM of 2014 for a further period of five years. The ratification of their appointment is in line with the provisions of Section 139 of the Companies Act 2013. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To appoint A V Girijakumar For For A V Girija Kumar is the CMD September FINANCE LTD. (DIN 02921377) as non- of Oriental Insurance Co. 2018 executive director with and a promoter nominee effect from 18 August on the board of GIC HF. 2017 He has more than three decades of experience in the non–life insurance industry. His directorship will be liable to retire by rotation. His appointment meets all statutory requirements. July 2018 - 2-Aug-18 G I C HOUSING AGM Shareholder To appoint NSR Chandra For For NSR Chandra Prasad is ex- September FINANCE LTD. Prasad (DIN 01386757) CMD of National Insurance 2018 as Independent Director Co. He has 36 years of with effect from 26 experience of service in October 2017 upto the non-life insurance sector. conclusion of the 30th His appointment meets all AGM statutory requirements. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To reappoint V. For For V. Ramasamy is ex CMD – September FINANCE LTD. Ramasamy (DIN National Insurance Co. After 2018 00490988) as his retirement he was he Independent Director was appointed as Insurance for a period of two years Ombudsman Tamilnadu for (upto the conclusion of three Years from August the 30th AGM) 2009. His appointment meets all statutory requirements. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To reappoint For Against Kamlesh Vikamsey is former September FINANCE LTD. Kamlesh Vikamsey president of ICAI and Senior 2018 (DIN 00059620) as Partner at Khimji Kunverji Independent Director & Co. He has attended 2 for a period of two years of 4 (50%) board meetings (upto the conclusion of in FY18 and 9 of 15 (60%) the 30th AGM) meetings in the immediately preceding three years. We believe that the attendance level of independent directors in board/committee/ shareholder meetings is a critical indicator of the directors’ commitment levels towards the company. There is a 75% attendance threshold over a three-year cycle, when voting on their re-appointment. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To reappoint Mona Bhide For For Mona Bhide is Managing September FINANCE LTD. (DIN 05203026) as Partner at law firm Dave 2018 Independent Director for Girish & Co. She has a period of two years upto attended 3 of 4 board the conclusion of the 30th meetings (75%) in FY18. AGM Her reappointment meets all statutory requirements.

61 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 2-Aug-18 G I C HOUSING AGM Management To increase the borrowing For For GICHF proposes to increase September FINANCE LTD. limits to Rs 150 bn its borrowing limits to Rs 150 2018 bn from Rs 125 bn. On 31 March 2018, total borrowings aggregated Rs 99.8 bn. Increase in debt levels of any housing finance company is reigned by the ’s requirement of maintaining a minimum capital adequacy level of 12%. The capital adequacy ratio as on 31 March 2018 is comfortable at 16.2%. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To approve creation of For For The company proposes September FINANCE LTD. charge on securities to create charge on its 2018 assets and securities for the increased borrowing limits. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To issue redeemable For For The issuance of debt September FINANCE LTD. Non-Convertible securities on private 2018 Debentures on private placement basis will be within placement basis up to Rs. the overall borrowing limit 10.0 bn of the company. GICHF’s debt instruments are rated CRISIL AA+/Stable/CRISIL A1+ and ICRA AA+/Stable/ ICRA A1+, which denote a high degree of safety regarding timely servicing of financial obligations. These instruments carry low credit risk. July 2018 - 2-Aug-18 G I C HOUSING AGM Management To approve related party For For GICHFL enters into the September FINANCE LTD. transactions with General following transactions with 2018 Insurance Corporation its promoters: raising funds of India, The New India through NCDs / Bonds, Assurance Company taking property/properties Ltd., Oriental Insurance on lease / rent, to avail / Company Ltd., United render any services taking India Insurance Company insurance cover taken from Ltd. and National promoter group companies. Insurance Company Ltd. The transactions are in the for an amount upto Rs ordinary course of business 10.0 bn for a period of and on an arm’s length basis. one year July 2018 - 2-Aug-18 MAHINDRA AGM Management Adoption of standalone For For Financial accounts are as per September LOGISTICS LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 2-Aug-18 MAHINDRA AGM Management Declare final dividend of For For Mahindra Logistics has for September LOGISTICS LTD. Rs. 1.5 per share (face the first time declared a 2018 value Rs. 10.0) for FY18 dividend of Rs. 1. 5. The total dividend outflow (including dividend tax for FY18) is Rs. 128. 4 bn and the dividend payout ratio is 20. 7%. July 2018 - 2-Aug-18 MAHINDRA AGM Management Reappoint Parag Shah For For Parag Shah, 42, is the September LOGISTICS LTD. (DIN: 00374944) as a Managing Partner in 2018 Non-Executive Non- Mahindra Partner, the private Independent Director equity arm of the Mahindar Group He has been on the board for the past 10 years. His appointment as a Non- Executive Non-Independent Director meets all statutory requirements.

62 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 2-Aug-18 MAHINDRA AGM Management Approve Mahindra For For A restricted stock unit September LOGISTICS LTD. Logistics Employee is a form of reward or 2018 Restricted Stock Unit compensation offered to Plan 2018 (RSU Plan - an employee where he or 2018) she is promised a grant of the company’s shares at a future date. This is one of the new way to attract high performers without letting their wage bills sky-rocket. July 2018 - 2-Aug-18 MAHINDRA AGM Management Approve the grant of For For A restricted stock unit September LOGISTICS LTD. Mahindra Logistics is a form of reward or 2018 Employee Restricted compensation offered to Stock Unit Plan 2018 an employee where he or (RSU Plan - 2018) to she is promised a grant of the employees of holding the company’s shares at a company future date. This is one of the new way to attract high performers without letting their wage bills sky-rocket. July 2018 - 2-Aug-18 MAHINDRA AGM Management Reappoint Ajay Mehta For For Ajay Mehta, 57, is a practicing September LOGISTICS LTD. (DIN: 07102804) as an Chartered Accountant has 2018 Independent Director for more than 33 years of five years, w.e.f. 27 March professional experience. 2018 He is currently a partner in Rajendra Shah & Associates. His reappointment as an Independent Director for a term of five years meets all statutory requirements. July 2018 - 2-Aug-18 MAHINDRA AGM Management Appoint Avani Davda For For Ms. Avani Davade, 39, is a September LOGISTICS LTD. (DIN: 07504739) as an commerce graduate from 2018 Independent Director for HR College, University of four years, w.e.f. 6 June Mumbai and post-graduate 2018 in Management Studies from NMIMS. She joined Tata Starbucks Pvt. Ltd. In 2012 to become the youngest CEO of a company in the Tata Group. She is currently the Managing Director of Natures Basket Ltd. Her appointment as an Independent Director for four years meets all statutory requirements. She will be entitled to commission of upto Rs. 0. 6 mn per annum. July 2018 - 2-Aug-18 MAHINDRA AGM Management Approve the right to For For Mahindra Logistics seeks September LOGISTICS LTD. appoint Investor Director shareholders’ approval to 2018 (nominee), on the board grant Normandy Holdings of the company Ltd. , Kedaara Capital Alternative Investment Fund – Kedaara Capital AIF 1 (Keedara Capital) the right to nominate one person as an Investor Director (nominee), on the board, as long as the investor holds at least 5% of the equity shares in the company. The rights granted to investors are participatory in nature, subject to them maintaining a minimum shareholding and approval of shareholders. These rights are not detrimental to the interest of minority shareholders. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Adoption of standalone For For Financial accounts are as per September LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018

63 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Declare final dividend of For For The total dividend outflow September LTD. Rs. 3.0 per equity share including dividend tax for 2018 (face value Re. 1.0) FY18 is Rs. 0. 9 bn. The dividend payout ratio is 15. 3%. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Reappoint PR For For PR Venketrama Raja, 59, is September LTD. Venketrama Raja as part of the promoter family 2018 Non-Executive Non- and the Chairperson and Independent Director Managing Director, The Ramco Cements Limited. He retires by rotation and his reappointment is in line with statutory requirements. We recommend voting FOR the resolution. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Approve private For For The NCDs which are September LTD. placement of non- proposed to be issued will be 2018 convertible debentures of within the overall borrowing up to Rs.10 bn limits of Rs. 50 bn. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Reappoint R S Agarwal For For R S Agarwal, 76, is Former September LTD. as Independent Director Executive Director, IDBI. He 2018 for five years with effect has been on the board of from 1 April 2019 Ramco for over 25 years. We recommend voting FOR the resolution. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Reappoint M B N Rao as For For M B N Rao, 70, is Former September LTD. Independent Director for Chairperson and MD, Canara 2018 five years with effect from Bank. We recommend voting 1 April 2019 FOR the resolution. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Reappoint M M For For M M Venkatachalam, 60, September LTD. Venkatachalam as is Former Chairperson, 2018 Independent Director for Coromandel Engineering five years with effect from Company Limited. He has 1 April 2019 been on the board for five years. His reappointment as Independent Director is in line with statutory requirements. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Approve Employees For For Under Plan A, 0. 5 mn stock September LTD. Stock Option Scheme options will be granted at 2018 2018 - Plan A and Plan B an exercise price of Re. 1; to grant an aggregate of while Plan B envisages 0. 1.2 mn stock options 7 mn stock options to be granted at an exercise price of Rs. 100 (current market price is around Rs. 700). We recommend voting FOR the resolution. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Appoint M F Farooqui as For For M F Farooqui, 64, is a September LTD. Independent Director for retired IAS Officer and 2018 five years with effect from has held multiple positions 30 August 2017 in the Government of India, including Secretary, Department of Telecom and Heavy Industries. His appointment as Independent Director is in line with statutory requirements. July 2018 - 3-Aug-18 RAMCO CEMENTS AGM Management Ratify remuneration of For For The total remuneration September LTD. Rs. 450,000 payable to proposed to be paid to the 2018 Geeyes & Co as cost cost auditors in FY19 is auditors for FY19 reasonable compared to the size and scale of operations.

64 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 3-Aug-18 BHARTI AIRTEL LTD. NCM Management Approve acquisition For For With the acquisition of September of Tata Teleservices the consumer mobile 2018 (Maharashtra) Limited’s undertaking of TTML, Bharti (TTML) consumer mobile Airtel will add TTML’s 29 business mn subscribers (on April 2018) to its subscriber base. Bharti Airtel does not assume any debt on account of the acquisition and will instead only issue equity shares to the shareholders of TTML. Further, it allows Bharti Airtel to increase its market share at a time when consolidation is taking place across the telecom industry. The valuation of the consumer mobile undertaking of TTML is in line with peers. July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Adoption of standalone For For Financial accounts are as per September UNIVERSAL LTD. financial statements for regulatory requirements 2018 the year ended 31 March 2018 July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Adoption of consolidated For For Financial accounts are as per September UNIVERSAL LTD. financial statements for regulatory requirements 2018 the year ended 31 March 2018 July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Ratify interim dividend of For For The total dividend outflow September UNIVERSAL LTD. Re. 1.0 per equity share including dividend tax for 2018 and declare final dividend FY18 is Rs. 0.5 bn. The of Re. 1.25 per equity dividend payout ratio is share (face value Re. 1.0) 35.7%. July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Reappoint M A M For For M A M Arunachalam, 51, September UNIVERSAL LTD. Arunachalam as is part of the promoter 2018 Non-Executive Non- group and MD, Parry Independent Director Enterprises India Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Fix commission for non- For For Over the last three years, September UNIVERSAL LTD. executive directors at an the commission amount has 2018 amount not exceeding been in the range of 1.1% 1% of net profits for five to 1.2% of standalone profit years with effect from 1 after tax. The proposed April 2018 payments to non-executive directors is reasonable. As its profits grow, the company must consider setting a cap in absolute terms on the commission payable. July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Approve remuneration of For For The total remuneration September UNIVERSAL LTD. Rs. 400,000 payable to S proposed to be paid to the 2018 Mahadevan & Co as cost cost auditors in FY19 is auditors for FY19 reasonable compared to the size and scale of operations. July 2018 - 3-Aug-18 CARBORUNDUM AGM Management Approve private For For The issuance will be within September UNIVERSAL LTD. placement of non- the overall borrowing limit of 2018 convertible debentures of the company. up to Rs.2.5 bn July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Management Adoption of standalone For For The Report of the September financial statements for Independent Auditors does 2018 the year ended 31 March not contain any qualifications. 2018 July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Management Adoption of consolidated For For The Report of the September financial statements for Independent Auditors does 2018 the year ended 31 March not contain any qualifications. 2018

65 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Management Reappoint Guenter For For "Guenter Butschek September Butschek as a Director (DIN: 07427375) is the 2018 MD of Tata Motors. His reappointment is in line with the statutory requirements. " July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Shareholder Appoint Ms Hanne For For "Ms Hanne Birgitte Sorensen September Birgitte Sorensen as an (DIN: 08035439) is the former 2018 Independent Director for CEO of Maersk Tankers. Her a period of five years w.e.f appointment is in line with 3 January 2018 the statutory requirements. " July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Management Ratify remuneration of For For "The remuneration September Rs.0.5 mn for Mani & Co. to be paid to the cost 2018 as cost auditors for FY19 auditor is reasonable compared to the size and scale of the company’s operations. " July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Management Approve issuance of non- For For The issuance will be within September convertible debentures the approved borrowing limit 2018 (NCDs) on a private of Rs. 300 bn. placement basis up to Rs.25 bn July 2018 - 3-Aug-18 TATA MOTORS LTD. AGM Management Approve Tata Motors For For "The company plans to September Limited Employees Stock issue 13. 8 mn options, 2018 Option Scheme 2018 which aggregate 0. 406% under which 138 mn stock of the paid-up share options will be granted capital. The exercise price will be linked to preceding 90-day average market price. Vesting will be subject to the company achieving pre- defined performance targets. This aligns employee incentives to shareholder returns. " July 2018 - 4-Aug-18 TATA CONSULTANCY PB Management Buyback of upto 76.2 mn For For The buyback will be open September SERVICES LTD. equity shares at Rs. 2100 to all equity shareholders, 2018 per share (face value Rs. including promoters. 1) through a tender offer, Promoter participation aggregate consideration will be to the extent of not to exceed Rs. 160 bn their shareholding: Tata Consultancy Services’ promoters currently hold 2753. 3 mn equity shares (71. 9% of total equity). The proposed buyback aggregates ~1. 99% of issued and paid-up equity capital and will result in funds usage of an estimated Rs. 160. 0 bn, which is within the statutory limit of being less than 25% of the aggregate of the paid-up share capital and free reserves as per the audited accounts of the company as on 31 March 2018. The buyback will return surplus funds to its shareholders. It will improve the balance-sheet and profitability ratios. July 2018 - 6-Aug-18 H I L LTD. AGM Management Adoption of financial For For Financial accounts are as per September statements for the year regulatory requirements. 2018 ended 31 March 2018

66 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 6-Aug-18 H I L LTD. AGM Management Confirm interim dividend For For The total dividend for FY18 September of Rs. 10.0 and declare is Rs. 22. 5 per equity share 2018 final dividend of Rs. 12.5 (Rs. 20. 0 in FY17). The total per equity share (face dividend outflow (including value Rs. 10.0) for FY18 dividend tax for FY18) is Rs. 202. 8 mn and the dividend payout ratio is 25. 1%. As a good practice, we encourage HIL to formulate a dividend policy that specifies a target payout ratio. July 2018 - 6-Aug-18 H I L LTD. AGM Management Reappoint CK Birla For For CK Birla, 64, is the promoter September (DIN: 00118473) as a and has served on the board 2018 Non-Executive Non- for the past 38 years. His Independent Director reappointment meets all statutory requirements. July 2018 - 6-Aug-18 H I L LTD. AGM Management To continue the For For HIL proposes to continue September appointment of BSR the appointment of BSR & 2018 & Associates LLP as Associates LLP as statutory statutory auditors, without auditors, without shareholder ratification, till the end of ratification, till the end of their term in FY22 their term in FY22. This is in line with the Companies Amendment Act, 2017 dated 7 May 2018 which has done away with the requirement of annual ratification for the statutory auditor. July 2018 - 6-Aug-18 H I L LTD. AGM Management Approve remuneration of For For The total remuneration September Rs. 0.7 mn for SS Zanwar proposed is reasonable 2018 & Associates as cost compared to the size and auditors for FY19 scale of the company’s operations. July 2018 - 6-Aug-18 H I L LTD. AGM Management To make investments, For For HIL is acquiring Parador September give loans or to give Holdings GmbH (Parador), a 2018 guarantees to other German based manufacturer companies or body of flooring solutions in corporates upto Rs. 10.0 Europe. Parador had a bn turnover of Rs. 11. 4 bn and the enterprise value is expected to be around Rs. 6. 9 bn. The proposed resolution is to enable HIL to complete the acquisition Parador. July 2018 - 6-Aug-18 H I L LTD. AGM Management Approve borrowing limit of For For HIL will need to raise capital September Rs. 10.0 bn to fund the acquisition of 2018 Parador Holdings GmbH. As on 31 March 2018, the company’s consolidated borrowings aggregated to Rs. 0. 7 bn, with a debt/equity of 0. 1x and debt to EBIDTA of 0. 4x. HIL’s outstanding credit rating is ICRA AA-/ Stable/A1+. Which denotes high degree of safety regarding timely servicing of financial obligations. HIL has been judicious in allocating capital and raising debt in the past and we expect them to continue being judicious in the future. July 2018 - 6-Aug-18 H I L LTD. AGM Management Create charges/ For For Secured loans typically have September mortgages on assets of easier repayment terms, less 2018 the company upto Rs. restrictive covenants, and 15.0 bn marginally lower interest rates. The company has not specified the quantum of charges/ mortgages. July 2018 - 7-Aug-18 MAHINDRA & AGM Management Adoption of financial For For Financial accounts are as per September MAHINDRA LTD. statements for the year regulatory requirements 2018 ended 31 March 2018

67 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 7-Aug-18 MAHINDRA & AGM Management Declare dividend of For For The total dividend for the September MAHINDRA LTD. Rs.7.5 per share year amounts to Rs.10.5 bn. 2018 The dividend payout is 24.2% (23.5% in FY17). July 2018 - 7-Aug-18 MAHINDRA & AGM Management Reappoint Anand G. For For Anand G. Mahindra (DIN: September MAHINDRA LTD. Mahindra as a Director 00004695) is the promoter 2018 Chairperson of M&M. His reappointment is in line with the statutory requirements. July 2018 - 7-Aug-18 MAHINDRA & AGM Management Ratify remuneration of For For The remuneration to be September MAHINDRA LTD. Rs.0.75 mn for D C Dave paid to the cost auditor is 2018 & Co. as cost auditors for reasonable compared to FY19 the size and scale of the company’s operations. July 2018 - 7-Aug-18 MAHINDRA & AGM Management Reappoint M M For Against "M M Murugappan September MAHINDRA LTD. Murugappan as an (DIN: 00170478) is the 2018 Independent Director for promoter of the Muruguppa a period of two years w.e.f group. He has been 8 August 2018 an Independent Director on the company’s board for 26 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider (re) appointing him as a non-independent director." July 2018 - 7-Aug-18 MAHINDRA & AGM Management Reappoint Nadir B. For Against "Nadir B. Godrej (DIN: September MAHINDRA LTD. Godrej as an Independent 00066195) is the 2018 Director for a period of promoter MD of Godrej two years w.e.f 8 August Industries. He has been an 2018 Independent Director on the company’s board for 26 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as nonindependent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider (re)appointing him as a nonindependent director." July 2018 - 7-Aug-18 MAHINDRA & AGM Management Approve issuance of non- For For The issuance will be within September MAHINDRA LTD. convertible debentures the approved borrowing limits 2018 (NCDs) on a private of the company. placement basis up to Rs.50 bn July 2018 - 7-Aug-18 WONDERLA AGM Management Adoption of standalone For For No qualification in auditor's September HOLIDAYS LTD. and consolidated financial report. 2018 statements for the year ended 31 March 2018 July 2018 - 7-Aug-18 WONDERLA AGM Management Declare final dividend of For For The company has proposed September HOLIDAYS LTD. Rs. 1.5 per equity share a final dividend of Rs. 1. 5 2018 (face value Rs. 10.0) per equity share of face value Rs. 10. 0 for the year ended 31 March 2018. The total dividend outflow including dividend tax for FY18 is Rs. 0. 1 bn. The dividend payout ratio is 26. 5%.

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July 2018 - 7-Aug-18 WONDERLA AGM Management Reappoint Kochouseph For For Kochouseph Chittilappilly September HOLIDAYS LTD. Chittilappilly (DIN is the promoter. He 2018 00020512) as Non- retires by rotation and his Executive Non- reappointment is in line with Independent Director statutory requirements. July 2018 - 7-Aug-18 WONDERLA AGM Management Ratify BSR & Associates For For BSR & Associates LLP were September HOLIDAYS LTD. LLP as statutory auditors appointed at the 2017 AGM 2018 for one year for a term of four years. The ratification of BSR & Associates LLP is in line with IiAS Voting Guidelines on Auditor (Re) Appointments. July 2018 - 8-Aug-18 LUPIN LTD. AGM Management Adoption of standalone For For No qualification in auditor's September financial statements for report. 2018 the year ended 31 March 2018 July 2018 - 8-Aug-18 LUPIN LTD. AGM Management Adoption of consolidated For For No qualification in auditor's September financial statements for report. 2018 the year ended 31 March 2018 July 2018 - 8-Aug-18 LUPIN LTD. AGM Management Declare final dividend For For The total dividend outflow September of Rs.5 per equity share including dividend tax is Rs. 2018 (face value of Rs.2.0) 2. 7 bn. The dividend payout ratio is 20. 2% v/s 13% in FY17. July 2018 - 8-Aug-18 LUPIN LTD. AGM Management Reappoint Ramesh For For Ramesh Swaminathan is the September Swaminathan (DIN: Chief Financial Officer of the 2018 01833346) as Director company. His reappointment retiring by rotation is in line with statutory requirements. July 2018 - 8-Aug-18 LUPIN LTD. AGM Management Reappoint Nilesh For For Nilesh Deshbandhu Gupta is September Deshbandhu Gupta as a chemical engineer and a 2018 Managing Director for five graduate from the Wharton years with effect from 1 School. He was appointed September 2018 and fix as the Managing Director of his remuneration the company for five years beginning 31 August 2013. The company proposes to reappoint him for another five-year term. His proposed remuneration aggregating to Rs. 95. 7 mn remuneration is commensurate with the size and complexity of business and in line with peers. July 2018 - 8-Aug-18 LUPIN LTD. AGM Management Ratify remuneration of For For The proposed remuneration September Rs.600,000 payable to be paid to the cost auditor 2018 to SD Shenoy as cost in FY18 is reasonable auditor for FY19 compared to the size and scale of operations. July 2018 - 8-Aug-18 LUPIN LTD. AGM Management To keep registers, returns, For For The company has appointed September etc. with the registrars Link Intime India Pvt. Ltd. 2018 and share transfer agent, (Link Intime) as its Registrar instead of the Registered and Share Transfer Agent Office of the company with effect from. Link Intime will maintain the company’s registers, returns, etc at: C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400083. The records will be maintained in Mumbai; the company has its registered office in Mumbai as well. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements 2018 statements for the year ended 31 March 2018

69 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Declare final dividend of For For Bharti Airtel has proposed a September Rs. 2.5 per equity share final dividend of Rs.2.5 per 2018 (face value Rs. 5.0) equity share of face value Rs.5.0 for the year ended 31 March 2018. It has already paid an interim dividend of Rs. 2.84 per equity share in FY18. Therefore, the total dividend per share in FY18 was Rs. 5.34 per share. The total dividend outflow including dividend tax for FY18 is Rs. 25.7 bn. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Reappoint Rakesh Mittal For For Rakesh Mittal is part of September as Non-Executive Non- the promoter family and 2018 Independent Director Chairperson, Bharti AXA Life Insurance Company Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Reappoint Ms. Tan Tong For For Ms. Tan Yong Choo is VP September Choo as Non-Executive (Group Finance), Singtel 2018 Non-Independent Group. She retires by rotation Director and her reappointment is in line with statutory requirements. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Ratify Deloitte Haskins & For For Their ratification is in line September Sells as statutory auditors with our Voting Guidelines 2018 for four years and fix their on Auditor (Re)appointments remuneration and with the requirements of Section 139 of the Companies Act 2013. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Reappoint Craig Ehrlich For For "Craig Ehrlich, 63, is the September as Independent Director Chairperson of Carmel 2018 for five years with effect Venture Asia, a venture from 29 April 2018 capital company. He has been on the board for nine years. The company confirms that including his attendance via audio presence, his attendance over the past three years is 85% (17 out of 20 meetings). His reappointment is in line with statutory requirements. We will consider him as Non- Independent once his overall tenure on the board exceeds ten years." July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Alter Article 133 of the For For In the proposed alteration to September Articles of Association the AoA, the company has 2018 (AoA) to empower the empowered the board to board to decide if the decide if executive directors Managing Director or will be liable to retire by Whole Time Directors rotation: the proposed will be eligible to retire by change is an improvement rotation over the existing articles which did not require the office of the Managing Director and Whole-time Directors to be liable to retire by rotation. We believe that companies must seek periodic shareholder approval for continuity and reappointment of all directors.

70 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Make the directorship For For Gopal Vittal, MD and CEO September of Gopal Vittal, MD and (India and South Asia) was 2018 CEO (India and South not liable to retire by rotation Asia) liable to retire by for the duration of his tenure. rotation The company proposes to make his office liable to retire by rotation. This practice allows shareholders to periodically approve his continuation on the board. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Revise commission for For For The proposed payments to September non-executive directors non-executive directors are 2018 to upto 1% of net profits reasonable. As its profits from 0.5% of net profits grow, the company must consider setting a cap in absolute terms on the commission payable. July 2018 - 8-Aug-18 BHARTI AIRTEL LTD. AGM Management Approve remuneration For For The total remuneration September of Rs.880,000 payable proposed to be paid to the 2018 to RJ Goel & Co as cost cost auditors in FY19 is auditors for FY19 reasonable compared to the size and scale of operations. July 2018 - 8-Aug-18 NESCO LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 8-Aug-18 NESCO LTD. AGM Management Declare final dividend of For For The company has proposed September Rs.2.3 per equity share a final dividend of Rs. 2. 3 2018 of face value of Rs.2 each per equity share of face value Rs. 2 for the year ended 31 March 2018. The total dividend proposed to be paid (including dividend tax) is Rs. 195. 0mn. The dividend payout ratio is 11% same as the prior year. July 2018 - 8-Aug-18 NESCO LTD. AGM Management Reappoint Ms. Sudha S. For For Ms. Sudha S. Patel belongs September Patel as Non-Executive to the promoter family. Her 2018 Non-Independent reappointment is in line with Director all statutory requirements. July 2018 - 8-Aug-18 NESCO LTD. AGM Management Reappoint Sumant For For For FY18, the remuneration September J. Patel as Executive paid to Sumant J. Patel was 2018 Chairperson for a period Rs. 43. 4mn, an increase of of five years with effect 5. 8% over the prior year. from 1 April 2018 and fix A major portion ~81%- his remuneration 85% is linked to profits. For FY19, the proposed remuneration is estimated at Rs. 53mn. A major portion of total pay continues to be variable. Sumant J. Patel proposed remuneration is commensurate with the company’s size and performance. However, we believe the company must consider setting a cap on the remuneration payable in absolute amounts as well as make a disclosure on the performance metrics for his variable pay.

71 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 8-Aug-18 NESCO LTD. AGM Management Reappoint Krishna S. For For For FY18, the remuneration September Patel as Managing paid to Krishna S. Patel was 2018 Director for a period of Rs. 22. 6mn, an increase of five years with effect from 5. 1% over the prior year. 1 July 2018 and fix his A part i. E. 46%-58% (over remuneration the last three years) of the salary is linked to profits. For FY19, the proposed remuneration is estimated at Rs. 30. 2mn. Krishna S. Patel proposed remuneration is commensurate with the company’s size and performance. However, we believe the company must consider setting a cap on the remuneration payable in absolute amounts as well as make a disclosure on the performance metrics for his variable pay. July 2018 - 8-Aug-18 SUNDRAM PB Management Approve remuneration For Against Following Suresh Krishna’s September FASTENERS LTD. payable Suresh Krishna retirement from an executive 2018 (DIN 00046919) role effective 20 April 2018, Chairman and Non- the company proposes to Executive Director from revise his remuneration 20 April 2018 upto 30 to Rs 90.1 mn (as per our June 2021 estimates) for FY19, which includes a commission of 2% on net profits. The proposed remuneration is not commensurate with that paid to peers in the industry and is very high for a non-executive role in the company. Further overall family remuneration is estimated at close to 10% of consolidated profit after taxes, which is very high. The company should have disclosed the FY18 remuneration of family members before presenting this resolution for approval. July 2018 - 8-Aug-18 SUNDRAM PB Management Approve the continuation For For Suresh Krishna, 81, founded September FASTENERS LTD. of Suresh Krishna (DIN Sundram Fasteners in 1964. 2018 00046919) as Chairman He retired as Executive & Non-Executive Director Chairman & MD on 20 April from 1 April 2019 till 30 2018. He continues as Non- June 2021 Executive Chairman on the board. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re- approved by shareholders through a special resolution. In line with this regulatory change, Suresh Krishna’s appointment as Non- Executive Director requires shareholder ratification. The ratification is in line with the statutory requirements.

72 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 8-Aug-18 SUNDRAM PB Management Approve the continuation For Against K Ramesh, 79, is Chairman September FASTENERS LTD. of K Ramesh (DIN and MD of Southern 2018 00556922) as Non- Roadways Ltd. Recent Executive Director from changes in SEBI’s LODR 1 April 2019 till he retires require directors having by rotation attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, K Ramesh’s appointment as Non- Executive Director requires shareholder ratification. K Ramesh has attended 3 of 6 (50%) board meetings in FY18 and 7 of 17 (41%) meetings in the immediately preceding three years. We believe that the attendance level of independent directors in board meetings is a critical indicator of the directors’ commitment levels towards the company. There is a 75% attendance threshold over three years, when voting on re-appointment. July 2018 - 8-Aug-18 SUNDRAM PB Management Approve the continuation For Against R Srinivasan, 76, is the September FASTENERS LTD. of R Srinivasan (DIN former MD of Widia India 2018 00043658) as an Ltd. (now Kennametal India Independent Director Ltd.). He has been on the from 1 April 2019 till 21 board of Sundram Fasteners September 2019 for over 23 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify R Srinivasan as non-independent due to his long association with the company. If the company believes that it will benefit from R Srinivasan serving on the board, it should appoint him as a Non-Independent director. July 2018 - 8-Aug-18 SUNDRAM PB Management Approve the continuation For For B. Muthuraman is former September FASTENERS LTD. of B Muthuraman MD of Tata Steel Ltd. He 2018 (DIN 00004757) as has been an Independent Independent Director Director on the board since from 26 September 2019 April 2016. Recent changes till 15 April 2020 in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. B. Muthuraman will be 75 years on 26 September 2019. In line with this regulatory change, B July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Adoption of standalone For For No qualification in the September LTD. and consolidated financial auditor's report. 2018 statements for the year ended 31 March 2018 July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management To confirm interim For For The total outgo on account of September LTD. dividend of Rs.2.0 per interim dividend is Rs. 118. 1 2018 equity share on face mn. The aggregate dividend value Rs.2.0 is Rs. 5. 5 per share (interim Rs. 2. 0 and final Rs. 3. 5). The total dividend outflow (interim and final) including dividend tax for FY18 is Rs. 324. 9 mn. The dividend payout ratio for FY18 is 25. 7%.

73 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management To declare final dividend For For The total outgo on account September LTD. of Rs.3.5 per share on of final dividend is Rs. 206. 8 2018 face value Rs.2.0 mn. The aggregate dividend is Rs. 5. 5 per share (interim Rs. 2. 0 and final Rs. 3. 5). The total dividend outflow (interim and final) including dividend tax for FY18 is Rs. 324. 9 mn. The dividend payout ratio for FY18 is 25. 7%. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Mahendra For For Mahendra Kumar Dhanuka September LTD. Kumar Dhanuka (DIN: is Promoter Managing 2018 00628039) as an Director. He is liable to Executive Director retire by rotation and his reappointment is in line with all statutory requirements. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Ashish Saraf For For Ashish Saraf is Whole- September LTD. (DIN: 07767324) as an time Director. He is liable 2018 Executive Director to retire by rotation and his reappointment is in line with all statutory requirements. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Appoint S.S. Kothari For For The shareholders had September LTD. Mehta & Co as statutory appointed Ambani & 2018 auditors from 23 May Associates LLP as statutory 2018 till FY18 AGM to auditors for five years at fill the casual vacancy its FY17 AGM. Ambani & caused by the resignation Associates LLP resigned of Ambani & Associates as statutory Auditors on 23 LLP May 2018 without providing adequate explanation. Investors should engage with the company to understand the reason for their resignation. The appointment of S. S. Kothari Mehta & Co is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Appoint S.S. Kothari For For S. S. Kothari Mehta & Co’s September LTD. Mehta & Co as statutory appointment is in line with 2018 auditors for a period of our Voting Policy on Auditor five years from FY18 Appointment and with the AGM and fix their requirements of Section 139 remuneration of the Companies Act 2013. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Approve remuneration of For For The total remuneration September LTD. Rs.0.2 mn for S. Chander proposed is reasonable 2018 & Associates as cost compared to the size and auditors for FY19 scale of the company’s operations. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Shareholder Appoint Sanjay Saxena For For Sanjay Saxena has over September LTD. (DIN: 01257965) as an 25 years of experience 2018 Independent Director for of international working five years from 22 May as development sector 2018 consultant. His work has spanned four areas – Governance, e-Governance, Public Financial Management and Monitoring & Evaluation. His appointment as an Independent Director is in line with the statutory requirements.

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July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Arun For For The reappointment of Arun September LTD. Kumar Dhanuka (DIN: Kumar Dhanuka as Whole 2018 00627425) as Whole time time Director is in line with Director for five years the statutory requirements. from 1 August 2018 and In FY18, the ratio of fix his remuneration remuneration (Rs. 35. 9 mn) to median remuneration was 109x. The proposed remuneration of Rs. 40. 2 mn is commensurate with the size of the business and his responsibilities and is in line with the peers. The company should consider introducing a cap on the commission in absolute terms. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Priya Brat For Against Priya Brat has been September LTD. (DIN: 00041859) as an associated with the company 2018 Independent Director for for more than 10 years. five years from 20 May We believe the length of 2019 the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from Priya Brat serving on its board, it should appoint him as non- independent director. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Vinod Kumar For Against Vinod Kumar Jain has September LTD. Jain (DIN: 01185937) as been associated with the 2018 an Independent Director company for more than for five years from 20 May 10 years. We believe the 2019 length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from Vinod Kumar Jain serving on its board, it should appoint him as non- independent director. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Indresh Narain For Against Indresh Narain has been September LTD. (DIN: 00501297) as an associated with the company 2018 Independent Director for for more than 10 years. five years from 20 May We believe the length of 2019 the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from Indresh Narain serving on its board, it should appoint him as non- independent director. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Ms. Asha For For Ms. Asha Mundra is an September LTD. Mundra (DIN: 00394215) Executive Director in 2018 as an Independent Anupriya Marketing Limited, Director for five years which is involved in marketing from 20 May 2019 of interior and panel products. Her reappointment as an Independent Director is in line with the statutory requirements. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Reappoint Om Prakash For For Om Prakash Khetan September LTD. Khetan (DIN: 06883433) is Founder Executive 2018 as an Independent Director of HRD Centre. Director for five years His reappointment as an from 20 May 2019 Independent Director is in line with the statutory requirements.

75 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Approve related party For Against Dhanuka Marketing September LTD. transactions with Company (DMC) has been 2018 Dhanuka Marketing providing Clearing and Company for five years Forwarding Agent services from FY20 to Dhanuka Agritech Limited since 1980. It is proposed that DMC continue to act as Clearing and Forwarding Agent of the company's products and caretaker of the company's operations in the states of and Telangana for five Years from FY20. The company has not given details regarding the transactions with DMC in the past. It has also not specified the quantum of transactions to be carried out with DMC going forward. Owing to the lack of clarity, it is difficult to take an informed decision. July 2018 - 10-Aug-18 DHANUKA AGRITECH AGM Management Provide loan to Dhanuka For For Dhanuka Agritech seeks September LTD. Laboratories Limited upto shareholders’ approval to 2018 Rs.250 mn provide loan to Dhanuka Laboratories Limited upto Rs. 250 mn, from time to time, in one or more tranches for its principal business activities only. July 2018 - 11-Aug-18 V S T TILLERS AGM Management Adoption of financial For For Financial accounts are as per September TRACTORS LTD. statements for the year regulatory requirements 2018 ended 31 March 2018 July 2018 - 11-Aug-18 V S T TILLERS AGM Management To declare final dividend For For The total dividend outflow September TRACTORS LTD. of Rs.50 per share of face including dividend tax for 2018 value Rs.10.0 each FY18 is Rs.519.9. The dividend payout ratio is 46.4% v/s Rs.18.9% in the previous year. July 2018 - 11-Aug-18 V S T TILLERS AGM Management Reappoint VT Ravindra For For VT Ravindra belongs to the September TRACTORS LTD. (DIN: 00396156) as promoter family. He has over 2018 Director two decades of experience in agro and auto industries. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. July 2018 - 11-Aug-18 V S T TILLERS AGM Management Authorise the board to For For KS Rao & Co were appointed September TRACTORS LTD. fix the remuneration of for a period of five years 2018 KS Rao & Co, statutory at the 2016 AGM. The auditors of the company total audit fees of Rs.1.8 for FY19 mn in FY18 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range. July 2018 - 11-Aug-18 V S T TILLERS AGM Management Approve remuneration For For The total remuneration September TRACTORS LTD. of Rs.250,000 for Rao, proposed is reasonable 2018 Murthy & Associates as compared to the size and cost auditors for FY19 scale of the company’s operations.

76 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 11-Aug-18 V S T TILLERS AGM Management Appoint VT Ravindra as For For VT Ravindra was non- September TRACTORS LTD. Wholetime Director for executive director of the 2018 five years with effect from company from 27 May 2016 11 May 2018 and fix his to 10 May 2018. He was remuneration appointed as the Wholetime Director for five years with effect from 11 May 2018. His proposed remuneration is estimated at Rs.6.6 mn, which is comparable to peers and commensurate with the size and complexity of business. July 2018 - 11-Aug-18 V S T TILLERS AGM Management Appoint Arun V Surendra For For Arun V Surendra is the September TRACTORS LTD. (DIN: 01617103) as Managing Partner of Gove 2018 Non-Executive Non- Investment. His appointment Independent Director is in line with statutory requirements. July 2018 - 13-Aug-18 MOTHERSON SUMI AGM Management Adoption of standalone For For Financial accounts are as per September SYSTEMS LTD. & consolidated financial regulatory requirements 2018 statements for the year ended 31 March 2018 July 2018 - 13-Aug-18 MOTHERSON SUMI AGM Management Confirm final dividend of For For The total dividend outflow September SYSTEMS LTD. Rs. 2.25 per equity share including dividend tax for 2018 (face value Re.1.0) FY18 is Rs. 5.7 bn. The dividend payout ratio is 64.8%. July 2018 - 13-Aug-18 MOTHERSON SUMI AGM Management Reappoint Laksh Sehgal For For Laksh Sehgal, 36, is part September SYSTEMS LTD. as Non-Executive Non- of the promoter family and 2018 Independent Director is involved in strategic management at the Samvardhana Motherson group. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 13-Aug-18 MOTHERSON SUMI AGM Management Appoint Shunichiro For For Shunichiro Nishimura, 52, September SYSTEMS LTD. Nishimura as Non- is nominee of Sumitomo 2018 Executive Non- Wiring Systems Limited and Independent Director to is currently associated with fill the casual vacancy Sumitomo Electric Industries caused by resignation of Limited. His appointment Toshimi Shirakawa is in line with statutory requirements. July 2018 - 13-Aug-18 MOTHERSON SUMI AGM Management Adoption of new Articles For Against "The company proposes September SYSTEMS LTD. of Association (AoA) to adopt a new set of 2018 that conform with the Articles of Association to Companies Act, 2013 align with the provisions of Companies Act, 2013. The company has uploaded the revised AoA on its website. We believe certain articles grant indiscriminate power to the board in deciding whether specific shareholders may attend meetings or not. This power may be used to the detriment of shareholders and infringe on their rights." July 2018 - 13-Aug-18 MOTHERSON SUMI AGM Management Approve remuneration For For The total remuneration September SYSTEMS LTD. of Rs.1.38 mn for M. R. proposed to be paid to the 2018 Vyas and Associates as cost auditors in FY19 is cost auditors for FY19 reasonable compared to the size and scale of the company’s operations. July 2018 - 14-Aug-18 COCHIN SHIPYARD AGM Management Adoption of standalone For For Financial accounts are as per September LTD. and consolidated financial regulatory requirements 2018 statements for the year ended 31 March 2018

77 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 14-Aug-18 COCHIN SHIPYARD AGM Management Approve final dividend of For For Total cash outgo (including September LTD. Rs.12 per equity share of dividend tax) is estimated to 2018 face value of Rs.10 each be Rs.1,963.3 mn, increase from Rs.1,223 mn paid in the previous year. Dividend payout ratio is 49.5% v/s 38% in the previous year. July 2018 - 14-Aug-18 COCHIN SHIPYARD AGM Management Reappoint D Paul For For D Paul Ranjan is a September LTD. Ranjan (DIN: 06869452) Chartered Accountant and 2018 as Director, retiring by the Wholetime Director – rotation Finance of the company. His reappointment is in line wih all statutory requirements. July 2018 - 14-Aug-18 COCHIN SHIPYARD AGM Management Fix remuneration of For For The Comptroller & Auditor September LTD. joint statutory auditors General of India (C&AG) 2018 to be appointed by the appoints the statutory Comptroller and Auditor auditors. As per Section General of India for FY19 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs.3.3 mn in FY18 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range. July 2018 - 14-Aug-18 COCHIN SHIPYARD AGM Management Approve payment For For The total remuneration September LTD. of Rs.125,000 as proposed to be paid to the 2018 remuneration to KA Felix cost auditors is reasonable & Co, cost auditors for compared to the size and FY19 scale of operations. July 2018 - 14-Aug-18 COCHIN SHIPYARD AGM Management Appoint Bejoy Bhasker For For Bejoy Bhasker holds a Master September LTD. as Wholetime Director of Technology (mechanical) 2018 (Technical) for five years from the Indian Institute of beginning 5 April 2018 Technology, Chennai. He and fix his remuneration has over three decades of experience in in ship design, ship building, outfit and ship repair divisions of the company. His remuneration in FY18 was Rs. 2.7 mn. 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. July 2018 - 14-Aug-18 SUPRAJIT AGM Management Adoption of financial For For Financial accounts are as per September ENGINEERING LTD. statements for the year regulatory requirements 2018 ended 31 March 2018 July 2018 - 14-Aug-18 SUPRAJIT AGM Management Reappoint Mohan For For Mohan Nagamangala, 56, is September ENGINEERING LTD. Nagamangala as Director Executive Director and CEO, 2018 Suprajit Engineering Limited. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2018 - 14-Aug-18 SUPRAJIT AGM Management Ratify interim dividend of For For The total dividend outflow September ENGINEERING LTD. Re. 0.6 per equity share including dividend tax for 2018 and declare final dividend FY18 is Rs. 240.6 mn. The of Re. 0.8 per equity dividend payout ratio is share (face value Re. 1.0) ~23%.

78 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 14-Aug-18 SUPRAJIT AGM Management Appoint Akhilesh Rai to For For Akhilesh Rai will be paid a September ENGINEERING LTD. hold office or place of remuneration of Rs. 5.0 mn 2018 profit as Chief Strategy per annum, subject to revision Officer with effect from based on the Nomination and 1 June 2018 and fix his Remuneration Committee’s remuneration recommendation. While the company has not given details about his age and tenure of appointment, his proposed remuneration is commensurate with the size and complexity of their responsibilities. July 2018 - 14-Aug-18 SUPRAJIT AGM Management Appoint Ashutosh Rai For For Ashutosh Rai will be paid a September ENGINEERING LTD. to hold office or place of remuneration of Rs. 2.0 mn 2018 profit as Head – Suprajit per annum, subject to revision Tech Centre with effect based on the Nomination and from 1 June 2018 and fix Remuneration Committee’s his remuneration recommendation. While the company has not given details about his age and tenure of appointment, his proposed remuneration is commensurate with the size and complexity of their responsibilities. July 2018 - 14-Aug-18 SUPRAJIT AGM Management Approve remuneration of For For The total remuneration September ENGINEERING LTD. Rs. 85,000 payable to G proposed to be paid to the 2018 N V & Associates as cost cost auditors in FY19 is auditors for FY19 reasonable compared to the size and scale of operations. July 2018 - 16-Aug-18 H C L TECHNOLOGIES PB Management To buyback upto Rs.40.0 For For At the buyback price of September LTD. bn, at a price of Rs. 1100 upto Rs. 1100 per share 2018 per equity share through (10.4% premium to CMP), a tender offer the company will buyback around 36.4 mn equity shares resulting in a 2.61% reduction in the equity share capital. The promoters will participate in the buyback upto the extent of their shareholding. The buyback will enable the company to distribute surplus cash to its shareholders and may improve return ratios. July 2018 - 17-Aug-18 WONDERLA PB Management Appoint George Joseph For For George Joseph has been the September HOLIDAYS LTD. as Joint Managing Executive Vice Chairperson 2018 Director for a period of two of the company. He will years from 9 July 2018 succeed Arun Chittilappilly and his remuneration as MD. His estimated remuneration of Rs. 8. 2 mn is commensurate with the size and complexities of his responsibilities. July 2018 - 17-Aug-18 WONDERLA PB Management Appoint Kochouseph For For Kochouseph Chittilappilly September HOLIDAYS LTD. Chittilappilly as Executive has been the Non-Executive 2018 Vice Chairperson for Chairperson of the company. a period of two years The company now proposes from 9 July 2018 and his to appoint him as Executive remuneration Vice Chairperson. His estimated remuneration of Rs. 7. 6 mn is commensurate with the size and complexities of his responsibilities.

79 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 22-Aug-18 INFOSYS LTD. PB Management Increase in authorized For For Infosys has proposed a September share capital bonus issue in ratio of 2018 1:1, in Resolution #3. The current issued and paid up capital of the bank is Rs 10.9 bn (divided into 2.18 bn shares of Rs 5.0 each). The company proposes to increase its authorised capital from Rs 12.0 bn (divided into 2.4 bn shares of Rs 5.0 each) to Rs 24.0 bn (divided into 4.8 bn shares of Rs 5.0 each). July 2018 - 22-Aug-18 INFOSYS LTD. PB Management Alteration of Clause For For The increase in authorised September V of Memorandum of share capital requires a 2018 Association to reflect the consequent change in increase in the authorized Clause V of the MoA. share capital July 2018 - 22-Aug-18 INFOSYS LTD. PB Management Issue of one bonus share For For The bonus shares are being September / stock dividend on ADS issued to improve stock 2018 for every share / ADS liquidity and to celebrate the held 25th year of the company’s public listing in India. Infosys will be capitalizing general reserves / retained earnings of Rs 10.9 bn from overall general reserves / retained earnings of Rs 573.5 bn (standalone basis) and Rs 612.1 bn (consolidated basis) as on 31 March 2018. Post- bonus paid up share capital is expected to be around Rs 21.8 bn consisting of 4.36 bn equity shares of face value Rs 5 each. July 2018 - 22-Aug-18 INFOSYS LTD. PB Management Appoint Michael Gibbs For For Michael Gibbs is former CIO September (DIN: 08177291), as – BP plc. He was responsible 2018 Independent Director for for setting and implementing a tenure of 3 years upto BP’s IT strategy and 12 July 2021 providing computing and telecommunications technology services worldwide. His appointment as Independent Director is in line with all statutory requirements. July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management Adoption of standalone For For Financial accounts are as per September LTD. and consolidated financial regulatory requirements 2018 statements for the year ended 31 March 2018 July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management Declare final dividend of For For The dividend in FY18 September LTD. Rs.80 per share (face increased to Rs.80.0 per 2018 value Rs. 5.0) share from Rs.75.0 in FY17. The total outflow (including dividend tax for FY18) is Rs. 29.1bn, and the dividend payout ratio is 37.7%. July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management Reappoint Toshiaki For For Toshiaki Hasuike, 60, has September LTD. Hasuike as Director, liable been on the board of MSIL 2018 to retire by rotation for the past eleven years. He is the Senior Managing Officer and Executive General Manager of Suzuki Motor Corporation. His reappointment is in line with statutory requirements.

80 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management Reappoint Kinji Saito as For For Kinji Saito, 60 has been on September LTD. Director, liable to retire by the board of MSIL for the past 2018 rotation six years. He is the Executive General Manager- Global Automobile Marketing and Division General Manager- Asia Automobile Division at Suzuki Motor Corporation. His reappointment is in line with statutory requirements. July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management Appoint Kazunari For For Kazunari Yamaguchi, 55 September LTD. Yamaguchi as Director has been associated with 2018 (Production) with effect Suzuki Motor Corporation from 26 January 2018 for since 1986 and his area a period of three years of expertise is Production and fix his remuneration Engineering. His proposed remuneration of would range between Rs.36 mn and Rs.52 mn during his term. The proposed remuneration is comparable to peers, and commensurate with the size and complexity of the business. July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management Ratify remuneration of For For "The total remuneration September LTD. Rs. 0.23 mn for RJ Goel proposed is reasonable 2018 & Co. as cost auditors for compared to the FY19 size and scale of the company’s operations." July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management To amend Article 76(4) of For For The company proposes to September LTD. the Articles of Association modify the existing Article 2018 (AoA) 76(4), by deleting the words “who shall be a non-retiring Director”. Post the proposed amendment, the Managing Director shall continue to be a Suzuki nominee and will be liable to retire by rotation. July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management To continue the For For R.C. Bhargava is currently September LTD. appointment of R.C. the Chairman and has led 2018 Bhargava as a Non- MSIL’s growth over the past executive Director from 1 15 years. Recent changes April 2019 in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. The ratification of R.C.Bhargava’s appointment is in line with the statutory requirements. July 2018 - 23-Aug-18 MARUTI SUZUKI INDIA AGM Management To continue the For For Osamu Suzuki, 88 is the September LTD. appointment of Osamu Chairman of Suzuki Motor 2018 Suzuki as a Non- Corporation and has been executive Director from 1 on the board of MSIL for April 2019 35 years. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. The ratification of Osamu Suzuki’s appointment is in line with the statutory requirements. July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Adoption of standalone For For Financial accounts are as per September LTD. financial statements for regulatory requirements. 2018 the year ended 31 March 2018 July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Declare final dividend of For For The total dividend payout September LTD. Rs.16.0 per equity share (including dividend 2018 (FV Rs.2.0) distribution tax) for FY18 aggregates to Rs. 27. 0 bn. The dividend payout ratio for FY18 is 50. 1%.

81 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Reappoint Subramanian For For Subramanian Sarma, 60, September LTD. Sarma (DIN: 00554221) retires by rotation. His 2018 as Non-Executive Non- reappointment is in line with Independent Director all statutory requirements. July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Reappoint Sunita Sharma For For Sunita Sharma, 59, is a September LTD. (DIN: 02949529) as representative of LIC. We 2018 Non-Executive Non- vote for her reappointment. Independent Director July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Reappoint A.M Naik For For A. M. Naik, 75, is former September LTD. (DIN: 00001514) as Executive Chairperson. His 2018 Non-Executive Non- reappointment is in line with Independent Director all statutory requirements. July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Reappoint D.K Sen (DIN: For For D. K. Sen, 62, is on the September LTD. 03554707) as Director company’s board since 2018 2015. His reappointment is in line with all statutory requirements. July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Appoint Hemant For For Hemant Bhargava, 59, is September LTD. Bhargava (DIN: Managing Director of Life 2018 01922717) as Non- Insurance Corporation Executive Non- of India (LIC). He was Independent Director appointed to the board to fill the casual vacancy caused by the resignation of Mr. Soshoban Sarker. His appointment is in line with all statutory requirements. July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Ratify the continuation For For Recent changes in SEBI’s September LTD. of A. M. Naik as LODR require directors 2018 Non-Executive Non- having attained the age of Independent Director 75 to be re-approved by with effect from 1 October shareholders through a 2017 special resolution. In line with this regulatory change, A. M. Naik’s appointment as a Non- Executive Non-Independent Director requires shareholder approval: he is about 75 years old. The ratification is in line with the statutory requirements. July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Approve remuneration For For A. M. Naik’s term as the September LTD. to be paid to A. M. Naik Executive Chairperson 2018 as Non-Executive Non- ended on 30 September Independent Director in 2017. He has now demitted FY19, being in excess of his executive responsibilities 50% of the total annual and serves the board as its remuneration payable Non-Executive Chairperson to all Non-Executive from 1 October 2017, for Directors three years. In addition to sitting fees, the company proposes to pay A. M. Naik an annual commission of Rs. 50 mn and perquisites. Since the proposed amount will exceed 50% of commission paid to all non-executive directors, the remuneration requires shareholder approval via a special resolution. In case of inadequate profits, the company will not pay him a commission. Further, the company has clarified that A. M. Naik will not receive stock options. The proposed commission will be within the stipulated limits under regulations.

82 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Approve issuance of non- For For The issuance will be within September LTD. convertible debentures the approved borrowing limit 2018 (NCDs) of up to Rs.60 bn (Rs. 20 bn over and above the aggregate of paid-up capital and free reserves of the company). July 2018 - 23-Aug-18 LARSEN & TOUBRO AGM Management Approve remuneration For For The remuneration to be September LTD. of Rs. 1.2 mn for R. paid to the cost auditor is 2018 Nanabhoy & Co. as cost reasonable compared to auditors for FY19 the size and scale of the company’s operations. July 2018 - 24-Aug-18 SUNDRAM AGM Management Adoption of financial For For Financial accounts are as per September FASTENERS LTD. statements for the year regulatory requirements. 2018 ended 31 March 2018 July 2018 - 24-Aug-18 SUNDRAM AGM Management Reappoint Ms. Arathi For For Ms. Arathi Krishna, 49, is September FASTENERS LTD. Krishna (DIN: 00517456) the Managing Director of the 2018 as Director liable to retire company and represents the by rotation promoter family on the board. She has been on the board for the past twelve years. Her reappointment meets all statutory requirements. July 2018 - 24-Aug-18 SUNDRAM AGM Management Ratify remuneration of For For The total remuneration September FASTENERS LTD. Rs. 0.4 mn payable to P proposed is reasonable 2018 Raju Iyer as cost auditors compared to the size and for FY19 scale of the company’s operations. July 2018 - 28-Aug-18 GREENPLY AGM Management Adoption of financial For For Financial accounts are as per September INDUSTRIES LTD. statements for the year regulatory requirements. 2018 ended 31 March 2018 July 2018 - 28-Aug-18 GREENPLY AGM Management Declare dividend of Rs For For The total dividend for FY18 September INDUSTRIES LTD. 0.6 on equity shares FV is Rs. 0. 6 per equity share 2018 of Rs. 1.0 per share (same as paid in FY17). The total dividend outflow (including dividend tax for FY18) is Rs. 88. 6 mn. The dividend payout ratio at 6. 5 % is low. July 2018 - 28-Aug-18 GREENPLY AGM Management Reappoint Shobhan Mittal For Against Shobhan Mittal (DIN: September INDUSTRIES LTD. as director 00347517), Joint Managing 2018 Director and CEO of Greenply Industries Limited attended 40% of the meetings in FY18 and 56% of the meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: there is a 75% attendance threshold for board meetings in the three-year cycle prior to re-appointment. July 2018 - 28-Aug-18 GREENPLY AGM Management Appoint Sanidhya Mittal For Against Sanidhya Mittal (DIN: September INDUSTRIES LTD. as a Director, liable to 06579890) is 26 years old 2018 retire and lacks the requisite experience, expertise and credentials to be a board member. July 2018 - 28-Aug-18 GREENPLY AGM Management Appoint of Sanidhya For Against Sanidhya Mittal’s proposed September INDUSTRIES LTD. Mittal, an Executive remuneration is estimated at 2018 Director for the period of Rs. 26. 7mn. He is 26 years five years with effect from old and lacks the requisite 7 February 2018, and fix experience, expertise and his remuneration credentials to be a board member.

83 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 28-Aug-18 GREENPLY AGM Management To approve annual For Against The remuneration paid September INDUSTRIES LTD. remuneration to to Greenply’s Executive 2018 Executive Directors being Directors are not promoters or members commensurate with the of the promoter group stagnant size and profitability in excess of Rs.50mn and is higher than industry or 2.5% of profits per peers. Additionally, promoter director, with the overall family remuneration is remuneration exceeding high – the promoter family’s 5% of profits aggregate remuneration was Rs. 145. 4 mn for FY18 which is 10. 7% of the standalone PAT. July 2018 - 28-Aug-18 GREENPLY AGM Management Continuation of For Against "Susil Kumar Pal (DIN: September INDUSTRIES LTD. the directorship of 00268527) has been on the 2018 Susil Kumar Pal as board for an extended tenure Independent Director of 13 years. We believe from 1 April 2019 till the that the length of tenure expiry of his current term is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (of over 10 years) with the company. If the company believes that it will benefit from Susil Kumar Pal serving on the board, it must consider appointing him as a Non- Independent director. " July 2018 - 28-Aug-18 GREENPLY AGM Management Continuation of the For Against Anupam Kumar Mukerji (DIN: September INDUSTRIES LTD. directorship of Anupam 00396878) has been on the 2018 Kumar Mukerji, board for an extended tenure Independent Director, of 12 years. We believe from 1 April 2019 till the that the length of tenure is expiry of his current term inversely proportionate to the independence of a director. We classify him as non- independent due to his long association (of over 10 years) with the company. If the company believes that it will benefit from Anupam Kumar Mukerji serving on the board, it must consider appointing him as a Non-Independent director. July 2018 - 28-Aug-18 BHARTI AIRTEL LTD. NCM Management Approve transfer of Tata For For With the acquisition of September Teleservices Limited’s the consumer mobile 2018 (TTL) consumer mobile undertaking of TTL, business into Bharti Bharti Airtel will add TTL’s Airtel Limited and Bharti subscribers to its subscriber Hexacom Limited, a 70% base. Bharti Airtel does not subsidiary assume any debt on account of the acquisition and will instead only issue a nominal amount of preference shares to the shareholders of TTL. Further, it allows Bharti Airtel to increase its market share at a time when consolidation is taking place across the telecom industry. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Adoption of standalone For For No qualification in auditor's September LTD. and consolidated financial report. 2018 statements for the year ended 31 March 2018 July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Confirm interim dividend For For "The total outflow on September LTD. of Rs.19 per equity share account of dividend is Rs. 2018 and declare final dividend 239. 6 bn. The dividend of Rs.2 per equity share payout ratio is 112. 2% of Rs.10 each v/s 56. 7% in the previous year. "

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July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Reappoint G. K. Satish For For G. K. Satish is the Director September LTD. (DIN: 06932170),as of Planning & Business 2018 Director, liable to retire by Development. He has rotation been on the board of the company for two years. His reappointment is in line with the statutory requirements. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint B. V. Rama For For B. V. Rama Gopal is the September LTD. Gopal (DIN: 07551777), Director Refineries and has 2018 as Director, liable to retire been associated with IOCL by rotation since 1982 as a graduate engineer trainee. His has over 34 years of experience in the Refinery sector and has also substantial work experience in the Oil & Gas sector. Consequently, he has intricate knowledge and operating experience of both refineries and petrochemical units. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Ranjan Kumar For For Ranjan Kumar Mohapatra September LTD. Mohapatra (DIN: is the Director Human 2018 08006199), as Director Resources and has been (Human Resources), associated with IOCL since liable to retire by rotation 1987. He has substantial knowledge and experience in Supply Chain & Logistics and has worked on various assignments with respect to Terminal Operations, Supply Chain Management & Logistics. He is also Chairperson of Lanka IOC, IOCL’s subsidiary in Sri Lanka. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Vinoo Mathur For For Vinoo Mathur has extensive September LTD. (DIN: 01508809) as work experience of ~44 years 2018 Independent Director for in various aspects of Railway a period of 3 years with Operations and Management effect from 22 September as well as Commercial 2017 Management & Planning functions. Currently he is a Senior Advisor to JICA Study Team conducting follow-up studies for High Speed Rail Project between Mumbai and Ahmedabad. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Samirendra For For Samirendra Chatterjee September LTD. Chatterjee (DIN: career spans about 36 2018 06567818) as years as an IAS officer. He Independent Director for has worked with the State a period of 3 years with and Central government in effect from 22 September various capacities including 2017 Member Private Investments at NHAI and as Secretary Defence. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Chitta Ranjan For For Chitta Ranjan Biswal is a September LTD. Biswal (DIN: 02172414) retired IAS officer of the 2018 as Independent Director Andhra Pradesh cadre. He for a period of 3 years has held senior positions with effect from 22 with the State Government September 2017 of Andhra Pradesh including as Principal Secretary to the Government in departments like Rural Development, Industries & Commerce, etc.

85 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Dr. Jagdish For For Dr. Jagdish Kishwan is September LTD. Kishwan (DIN: 07941042) a retired Indian Forest 2018 as Independent Director Services Officer. He is a well- for a period of 3 years known Climate Change and with effect from 22 Forestry Specialist with deep September 2017 knowledge of practical issues of Wildlife and Agroforestry. He has held important assignments including that of the Director General, Indian Council of Forestry Research and Education (ICFRE). July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Sankar For For Sankar Chakraborti is the September LTD. Chakraborti (DIN: Executive Director and 2018 06905980) as CEO of Acuite Ratings Independent Director for & Research Limited. He a period of 3 years with has extensive experience effect from 22 September spanning two decades in 2017 developing and selling data, analytics, risk management, and financial research solutions. He is a member of the Working Group constituted by the Insolvency and Bankruptcy Board of India for recommending the strategy and approach for implementation of the provisions of the Insolvency and Bankruptcy Code, 2016. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint D. S. Shekhawat For For D. S. Shekhawat is a September LTD. (DIN: 07404367) as chartered accountant 2018 Independent Director for with experience in Bank, a period of 3 years with Charitable and Educational effect from 22 September Institutes audits as well 2017 as direct/indirect tax consultancy and project financing. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Ratify the remuneration of For For The company has appointed September LTD. Rs.1.9mn payable to cost Chandra Wadhwa & Co, 2018 auditors for FY19 Bandyopadhyaya Bhaumik & Co, Mani & Co, RJ Goel & Co, ABK & Associates and Vivekanandan Unni & Associates, Chennai as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Private placement of For For "The proposed issuance September LTD. debentures upto Rs.200 will be carved out of the 2018 bn company’s Rs. 1,100 bn borrowing limit, which was approved by shareholders in August 2014 postal ballot. "

86 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Gurmeet Singh For For Gurmeet Singh is the Director September LTD. (DIN: 08093170), as (Marketing) with effect from 2018 Director, liable to retire by 26th July 2018. He has rotation been associated with IOCL since 1983. At IOCL he has handled multiple portfolios including assignments in Project Management, Engineering, Retail Sales and LPG divisions. He has extensive experience on LPG and has handled production and marketing aspects of the LPG Business at field and regional levels in various capacities. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. July 2018 - 29-Aug-18 INDIAN OIL CORPN. AGM Management Appoint Akshay Kumar For For Akshay Kumar Singh is the September LTD. Singh (DIN: 03579974), Director (Pipelines) with 2018 as Director, liable to retire effect from 14 August 2018. by rotation He has expertise in executing challenging, complex and large size cross country pipeline network of national importance. He also has extensive experience in the field of design engineering, planning, execution and O&M of hydrocarbon cross country pipeline system and process plants. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. July 2018 - 30-Aug-18 HERITAGE FOODS AGM Management a. Adoption of standalone For For No qualifications in the September LTD. financial statements auditor's report. 2018 for the year ended 31 March 2018; b. Adoption of consolidated financial statements for the year ended 31 March 2018 July 2018 - 30-Aug-18 HERITAGE FOODS AGM Management Declare dividend of Rs.2 For For The total dividend outflow September LTD. per share (face value including dividend tax for 2018 Rs.5 each) FY18 is Rs. 111. 7 mn. The dividend payout ratio is 18. 5% v/s 4. 1% in the previous year.

87 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Aug-18 HERITAGE FOODS AGM Management Reappoint Dr. V Nagaraja For For Dr. V Nagaraju Naidu, 70, September LTD. Naidu (DIN: 00003730) is the Former Managing 2018 as Non-Executive Non- Director of Heritage Foods Independent Director Limited and is currently the Registrar, Dr. BR Ambedkar Open University. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Adoption of standalone For For No qualification in auditor's September LTD. financial statements for report. 2018 the year ended 31 March 2018 July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Adoption of consolidated For For No qualification in auditor's September LTD. financial statements for report. 2018 the year ended 31 March 2018 July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Confirm interim dividend For For The total dividend for the September LTD. of Rs.5.5 per share and year amounts to Rs.3.6 2018 declare final dividend of bn. The dividend payout Rs.3.9 per share ratio, including dividend distribution tax, is 65.9%. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Reappoint Ms. Chanda For Against Ms. Chanda Kochhar (DIN: September LTD. Kochhar as a Director 00043617) is the MD & 2018 CEO of ICICI Bank, the promoter entity. The bank has instituted an independent enquiry to consider various whistleblower allegations relating to her role in extending loans to conflicted parties. She is currently on a leave of absence pending the outcome of the enquiry. SEBI has also issued a show cause notice to her and the bank on the allegations. In a recent SEC filing, the bank has highlighted the possibility of increased regulatory scrutiny and reputational risks from these developments – which could materially and adversely impact operations and financial performance. In such a scenario, her presence on the board of ICICI Securities, while legally compliant, exposes the company to the same risks and the possibility of legal and regulatory sanctions. We believe she should be reappointed on the board only after all the charges against her have been cleared. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Ratify BSR & Co LLP For For BSR & Co. LLP replaced SR September LTD. as statutory auditors for Batliboi & Co. LLP as the 2018 FY19 and approve their statutory auditor in FY17. remuneration of Rs.11 mn The proposed remuneration of Rs.11 mn (including one- time payment of Rs.1 mn) is commensurate with that paid by companies of similar size and scale. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Ratify KPMG Lower For For The total remuneration September LTD. Gulf Limited as branch proposed to be paid to 2018 auditors for FY19 the branch auditors is and approve their reasonable compared to the remuneration of OMR size and scale of operations. 5000 (Rs.0.9 mn)

88 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Revise remuneration of For For The proposed remuneration September LTD. Ms. Shilpa Kumar, MD & of Rs.68.1 mn, including 2018 CEO, w.e.f 1 April 2018 fair value of stock options, is in line with peers and commensurate with the size and scale of operation. Ms. Shilpa Kumar receives stock options only from ICICI Bank and not from ICICI Securities: such remuneration structures could potentially create a conflict of interest. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Revise remuneration of For For The proposed remuneration September LTD. Ajay Saraf, Executive of Rs.46.2 mn, including 2018 Director, w.e.f 1 April fair value of stock options, 2018 is in line with peers and commensurate with the size and scale of operation. Ajay Saraf receives stock options only from ICICI Bank and not from ICICI Securities: such remuneration structures could potentially create a conflict of interest. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Fix commission of For For The company has four September LTD. Rs.0.75 mn p.a for each independent directors on 2018 independent director for its board. The proposed FY18 commission levels are is reasonable given the size and scale of the company’s operations. As a good practice, the company has sought shareholder approval for the actual amount of commission paid during the year. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Ratify ICICI Securities For For Under ESOP 2017, the September LTD. Limited - Employees company can grant up to 2018 Stock Option Scheme 5% of paid up capital as 2017 and approve stock options: the grants reduction of exercise will be at market price. The period company also proposes to revise the exercise period for the ungranted options to 5 years from date of vesting (earlier 10 years): the proposed reduction in exercise period is in line with market practices. Ratification of the ESOP 2017 scheme and the modification of the exercise period are two distinct issues: therefore, the company should have split up the resolution and sought shareholder approval separately. July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Approve grant of stock For For The resolution allows ESOPs September LTD. options to employees/ to be granted to employees 2018 directors of subsidiary of subsidiary companies. companies

89 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Aug-18 ICICI SECURITIES AGM Management Approve grant of stock For For The revised scheme is to be September LTD. options to employees/ extended to employees of 2018 directors of holding the holding company, ICICI company Bank. We generally do not encourage the practice of granting subsidiary ESOPs to listed holding companies, where the costs associated with the scheme will be borne by ICICI Securities while the benefits will accrue to employees of ICICI Bank. However, the company has confirmed that the resolution is only an enabling one and they do not currently have a plan to grant options to employees of ICICI Bank. Further the various group companies do not have a history of issuing ESOP’s to the parent. July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Adoption of standalone For For No qualification in auditor's September financial statements for report. 2018 the year ended 31 March 2018 July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Adoption of consolidated For For No qualification in auditor's September financial statements for report. 2018 the year ended 31 March 2018 July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Declare dividend of Rs.3 For For The total dividend for the September per share year amounts to Rs. 2. 9 bn. 2018 The dividend payout is 19. 8% (19. 9% in FY17). July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Reappoint Ms. Samina For For Ms. Samina Vaziralli (DIN: September Vaziralli as a Director 00027923) is the promoter 2018 executive Vice-Chairperson of Cipla. Her reappointment is in line with the statutory requirements. July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Approve amendments For For "The amendments are September to Memorandum of operational in nature 2018 Association (MoA) and pertain to changes in registered office, objects clause, liability clause and the share capital clause. The draft MoA is available on the website. There will be no material impact for shareholders from these changes. " July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Approve amendments For Against "The proposed AoA has September to Articles of Association a provision which names 2018 (AoA) Y K Hamied and M K Hamied as permanent directors who are not liable to retire by rotation. We believe such rights could be counterproductive and are susceptible to potential misuse. "

90 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Approve issuance of For For "If we assume entire amount September equity linked securities up is raised, it will result in equity 2018 to Rs.20 bn dilution of ~3. 8% for existing shareholders. The funds raised through the issue will help the company expand its existing business, enter new lines of business, conduct clinical trials for respiratory products, enhance research and development, while maintaining an adequate capital structure. " July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Approve issuance of debt For For The issuance will be within September securities up to Rs.20 bn the approved borrowing limit 2018 of the company. July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Ratify Y K Hamied as For For "Y K Hamied is the September Director promoter non-executive 2018 Chairperson of Cipla. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re- approved by shareholders through a special resolution. In line with this regulatory change, Y K Hamied’s (DIN: 00029049) continuation as a director requires shareholder approval: he is about 82 years old. The ratification is in line with statutory requirements. " July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Ratify M K Hamied as For For "M K Hamied is the September Director promoter non-executive 2018 Vice-Chairperson of Cipla. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, M K Hamied’s (DIN: 00029049) continuation as a director requires shareholder approval: he is about 77 years old. The ratification is in line with statutory requirements. " July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Ratify remuneration of For For "The remuneration September Rs.1.1 mn for D. H. Zaveri to be paid to the cost 2018 as cost auditors for FY19 auditor is reasonable compared to the size and scale of the company’s operations. " July 2018 - 30-Aug-18 CIPLA LTD. AGM Management Fix commission for non- For For "The company has September executive directors at an been judicious in paying 2018 amount not exceeding 1% commission to non- of net profits with effect executive directors in the from 1 April 2018 past. Over the last three years, the commission amount has ranged from between 0. 1%- 0. 6% of standalone profit after tax, which is judicious considering the size of the company. The company must consider setting a cap in absolute terms on the commission payable and specifying the tenure for payment of commission. "

91 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 31-Aug-18 MULTI COMMODITY AGM Management Adoption of standalone For For No qualification in auditor's September EXCHANGE OF INDIA and consolidated financial report. 2018 LTD. statements for the year ended 31 March 2018 July 2018 - 31-Aug-18 MULTI COMMODITY AGM Management Approve final dividend of For For The total dividend payout September EXCHANGE OF INDIA Rs.17 per share of face (including dividend 2018 LTD. value Rs.10.0 each distribution tax) for FY18 aggregates to Rs. 1. 04 bn. The dividend payout ratio for FY18 was 98. 1%. July 2018 - 31-Aug-18 MULTI COMMODITY AGM Management Reappoint Ms. Madhu For For "Ms. Madhu Vadera September EXCHANGE OF INDIA Vadera Jayakumar Jayakumar is a Shareholder 2018 LTD. (DIN: 00016921) as a Director of the company. Shareholder Director She is the Founder CEO of E-Commodities Limited. She has over 14 years of experience in the Financial Services Industry. She retires by rotation and her reappointment is in line with statutory requirements. " July 2018 - 31-Aug-18 MULTI COMMODITY AGM Management Reappoint Hemang Raja For For "Hemang Raja is a September EXCHANGE OF INDIA (DIN: 00040769) as a Shareholder Director of 2018 LTD. Shareholder Director the company. He is the former MD and CEO of Ritchie Capital, a private equity firm and part of the Credit Suisse group. He has over 34 years of experience in Financial industry. He retires by rotation and his reappointment is in line with statutory requirements. " July 2018 - 31-Aug-18 MULTI COMMODITY AGM Management Ratify appointment of For For "Shah Gupta & Co September EXCHANGE OF INDIA Shah Gupta & Co as replaced Deloitte, Haskins 2018 LTD. statutory auditor till the & Sells as the statutory end of their term in the auditor in FY14; they year 2020 were reappointed for a period of five years in the FY15 AGM. MCX proposes to ratify their reappointment till the end of their term in the AGM to be held in the year 2020. This is in line with the Companies Amendment Act, 2017 dated 7 May 2018 which has done away with the requirement of annual ratification for the statutory auditor. " July 2018 - 1-Sep-18 CITY UNION BANK AGM Management Adoption of financial For For No qualification in auditor's September LTD. statements for the year report. 2018 ended 31 March 2018 July 2018 - 1-Sep-18 CITY UNION BANK AGM Management Declare equity dividend of For For CUB proposes a final September LTD. Rs. 0.3 per share (Face dividend of Rs. 0.3 per equity 2018 Value: Rs. 1) share of face value Rs. 1 for FY18, unchanged from that paid in FY17. In May 2017 CUB issued 1 bonus equity share for every 10 equity shares held.

92 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 1-Sep-18 CITY UNION BANK AGM Management To reappoint Sundaram For For CUB proposes to reappoint September LTD. & Srinivasan as statutory Sundaram & Srinivasan 2018 auditors for one year and as statutory auditors of the authorize the board to fix Bank for FY19. They were remuneration appointed as the auditors of the bank in FY18. The reappointment is in line with all the statutory requirements. The previous auditors of the Bank were P. Chandrasekar, Chartered Accountants. July 2018 - 1-Sep-18 CITY UNION BANK AGM Management To appoint branch For For CUB proposes to appoint a September LTD. auditors and fix their branch auditor in consultation 2018 remuneration with the statutory auditors to audit the bank’s branches/ offices that are not audited by the central statutory auditors. July 2018 - 1-Sep-18 CITY UNION BANK AGM Management To appoint V.N. For For V.N. Shivashankar is September LTD. Shivashankar (DIN Founder - VNS Legal 2018 00929256) as (Corporate Law firm). He Independent Director brings with him corporate for five years from 1 laws, financial regulations, September 2018 mergers and capital markets. His appointment is in line with all statutory requirements. July 2018 - 1-Sep-18 CITY UNION BANK AGM Management To appoint Dr. T. S. For For Dr. T. S. Sridhar is a retired September LTD. Sridhar (DIN 01681108) IAS officer. He brings with 2018 as Independent Director him knowledge of agriculture for a period of five years & rural economy, SSIs, from 1 September 2018 cooperatives, banking and finance. His appointment is in line with all statutory requirements. July 2018 - 1-Sep-18 CITY UNION BANK AGM Management Approve payment of For For CUB has started paying September LTD. commission upto a commission on profit to the 2018 maximum of Rs. 1mn to Non-Executive Directors non-executive directors since FY18. The Bank (other than the chairman) proposes to continue paying for all financial years from profit-based commission to FY18 the Non-Executive Directors (excluding the Chairperson). CUB proposes a commission of 1% on net profits upto a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. July 2018 - 1-Sep-18 CITY UNION BANK AGM Management Approval for raising For For The funds, when raised, will September LTD. capital through QIP for be used for continued growth 2018 an amount not exceeding and to facilitate the additional Rs 5 bn capital requirements under Basel III norms. If the entire quantum of Rs 5.0 bn is raised (at current market prices of Rs 178.2), we estimate that CUB will issue ~ 28.1 mn shares (of face value Re 1) and the maximum dilution will be ~ 4.0% on the post issue paid up equity share capital. July 2018 - 4-Sep-18 GODREJ CONSUMER PB Management To approve increase For For "To accommodate the September PRODUCTS LTD. in authorized share issue of bonus equity 2018 capital from Rs. 700.0 shares, the company mn to 1,040.0 mn and proposes to increase the consequent alteration authorized share of the capital clause in capital to Rs. 1,040. 0 the Memorandum of mn from Rs. 700 mn. Association (MOA) Consequently, the company also proposes the alteration of the capital clause in the MOA. "

93 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 4-Sep-18 GODREJ CONSUMER PB Management Issuance of one equity For For Post issuance of bonus September PRODUCTS LTD. share (face value Re.1.0) shares, the equity share 2018 each as bonus for every capital of the company will two equity shares held in increase to Rs. 1,022. 0 mn. the company Issuance will result in Rs. 340. 6 mn capitalized from the reserves of the company. The Reserves and Surplus (standalone) as per the audited financials, as on 31 March 2018 is Rs. 457. 3 mn. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. July 2018 - 8-Sep-18 T V TODAY NETWORK NCM Management Approve Composite For For The capital structure and September LTD. Scheme of Arrangement shareholding pattern of TV 2018 and Amalgamation Today Limited (TV Today) between Mail Today post the scheme will remain Newspapers Private the same. The composite Limited and India Today scheme of arrangement does Online Private Limited not envisage any payment and TV Today Network of consideration or issue of Limited shares by TV Today. The scheme will simplify the holding structure of the TV Today group and improve its operational efficiency and economic management. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Adoption of financial For For No qualification in auditor's September LTD. statements for the year report. 2018 ended 31 March 2018 July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Declare final dividend of For For The company has proposed September LTD. Rs. 2.25 per equity share a final dividend of Rs.2.25 2018 (face value Rs. 5.0) per equity share of face value Rs.5.0 for the year ended 31 March 2018. The total dividend outflow including dividend tax for FY18 is Rs. 0.2 bn. The dividend payout ratio at 13.1% is low. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Reappoint Ms. Kalli Purie For For Ms. Kalli Purie Bhandal is the September LTD. Bhandal (DIN: 00105318) Promoter Vice-Chairperson 2018 as an Executive Director and Managing Director. She retires by rotation and her reappointment is in line with statutory requirements. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Re-designate Ms. For For The company proposes to September LTD. Kalli Purie Bhandal to re-designate Ms. Kalli Purie 2018 Vice Chairperson and Bhandal from Whole Time Managing Director from Director to Vice Chairperson 1 April 2018 for a period and Managing Director. of five years and fix her About 40% of her Rs. 57.6 remuneration mn estimated remuneration is variable. We believe the proposed remuneration is commensurate with the size and complexities of her responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors. Further, the company must consider disclosing the performance metrics that will decide her variable pay.

94 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Re-designate Aroon Purie For Against Following his redesignation, September LTD. from Chairperson and Aroon Purie will be paid 2018 Managing Director to remuneration in the form Chairperson and Whole of commission, pegged at Time Director from 1 5% of profits. We estimate April 2018 for a period his remuneration to be of five years and fix his over Rs.114 mn. In FY18, remuneration Aroon Purie’s remuneration aggregated Rs. 100.1 mn; he received an 18% increase in his FY18 remuneration, while the median employee remuneration decreased by 14%. Aroon Purie’s remuneration in the past, and his proposed remuneration are high for the size of the business and in comparison to peers. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Reappoint Ashok Kapur For Against Ashok Kapur attended September LTD. (DIN: 00003577) as an 67% of the board meetings 2018 Independent Director for in FY18 and 65% of the five years from 1 April meetings over the past three 2019 years. We expect directors to take their responsibilities seriously and attend all board meetings, else at the very least, 75% of the board meetings in a three-year period. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Reappoint Anil Vig For Against Anil Vig has had a tenure of September LTD. (DIN: 00022816) as an 17 years on the company’s 2018 Independent Director for board. IiAS believes length five years from 1 April of tenure is inversely 2019 proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from him serving on its board, it must consider appointing him as non- independent director. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management Ratify remuneration of For For The total remuneration September LTD. Rs. 130,000 (plus service proposed to be paid to the 2018 tax and out of pocket cost auditors in FY19 is expenses) for SKG & Co, reasonable compared to as cost auditors for 2019 the size and scale of the company’s operations. July 2018 - 10-Sep-18 T V TODAY NETWORK AGM Management To charge fees from For Against The company seeks September LTD. shareholders in advance shareholder’s approval 2018 for the dispatch of to charge fee in advance documents in the mode for delivery of a document requested by them requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Confirm interim dividend For For The total outflow on account September of Rs.7.65 per equity of dividend is Rs. 19. 4 bn. 2018 share and declare final The dividend payout ratio dividend of Rs.1.44 per is 41. 9% v/s 56. 7% in the equity share of Rs.10 previous year. each

95 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Reappoint Subir For For Subir Purkayastha is September Purkayastha (DlN: the Wholetime Director 2018 06850526) as Director, (Finance). His reappointment liable to retire by rotation is in line with statutory requirements. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Reappoint Ashish For For Ashish Chatterjee is Joint September Chatterjee (DIN: Secretary at Ministry of 2018 07588473) as Director, Petroleum & Natural Gas. liable to retire by rotation His reappointment is in line with statutory requirements. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Fix remuneration of For For The Comptroller & Auditor September joint statutory auditors General of India (C&AG) 2018 to be appointed by the appoints the statutory Comptroller and Auditor auditors. As per Section General of India for FY19 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 6. 6 mn in FY18 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY19 to be in same range. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Shareholder Appoint Dr. Rahul For For Dr. Rahul Mukherjee is a September Mukherjee (DIN: professor at IIM (Kolkata). 2018 707940278) as He attended 50% of the Independent Director board meetings held beginning 15 September after his appointment on 2017 15 September 2017. We expect directors to take their responsibilities seriously and attend all board meetings. Although under Indian regulations the maximum term of an Independent Director cannot exceed five years, the company should have disclosed the tenure of his appointment. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Shareholder Appoint Jayanto For For Jayanto Choudhury is a September Narayan Choudhury retired IPS officer. Although 2018 (DIN: 079402861) as under Indian regulations Independent Director the maximum term of beginning 15 September an Independent Director 2017 cannot exceed five years, the company should have disclosed the tenure of his appointment. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Shareholder Appoint Ms. Banto Devi For For Ms. Banto Devi Kataria September Kataria (DIN: 08194036) is an Advocate. Although 2018 as Independent Director under Indian regulations beginning 6 August 2018 the maximum term of an Independent Director cannot exceed five years, the company should have disclosed the tenure of her appointment.

96 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Appoint Manoj Jain (DIN: For For Manoj Jain is a mechanical September 07556033) as Director engineer and holds MBA in 2018 (Business Development) Operations Management. beginning 5 June 2018 He has over three and fix his remuneration decades of experience in projects, pipeline integrity management and marketing. Before being appointed as Director (Business Development), he was responsible for gas marketing activities as Executive Director (Marketing-Gas). His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Ratify remuneration of For For GAIL proposes to ratify September Rs.2.1 mn paid to cost remuneration of Rs. 2. 1 2018 accountants for FY18 and mn paid to its cost auditors payable in FY19 for FY18 and authorize the board to fix the remuneration of cost auditors for FY19. The remuneration is reasonable compared to the size and scale of operations. The company has not disclosed the remuneration proposed in FY19. We expect it to be in the same range. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Approve related party For For GAIL holds 12. 5% in September transaction upto Petronet LNG Ltd (Petronet 2018 Rs.206.25 bn with LNG). GAIL procures LNG Petronet LNG Ltd during cargoes and re-gasified FY19 Liquefied Natural Gas from Petronet LNG. GAIL also uses regasification facilities of Petronet LNG (located at Dahej, Gujarat and Kochi, ). The value of these transaction in FY18 aggregated Rs. 153. 9 bn and are likely to increase upto Rs. 206. 25 mn in FY19. The transactions are in ordinary course of business and at arm’s length.

97 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Alteration to main objects For For The modification to will September clause of Memorandum of enable the company to invest 2018 Association in start-ups in its core and non-core business activities, pursue opportunities in water sector, lease its fixed assets, provide consultancy services, manufacture appliances relating to gas marketing and distribution, provide battery charging stations and related services for electric vehicles and provide engineering, procurement and construction services. Public sector enterprises, given their nature, are compelled to support national policy agendas. Nevertheless, the proposed business diversification carries several business and financial risks. July 2018 - 11-Sep-18 G A I L (INDIA) LTD. AGM Management Issuance of non- For For The proposed issuance September convertible bonds upto will be carved out of the 2018 Rs.15 bn on private company’s borrowing limit. placement basis The company’s automatic borrowing limit is Rs. 351 bn. July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Confirm interim dividend For For The total outflow on account September of Rs.16.50 per equity of dividend is Rs.123.3 2018 share of Rs.10 each, as bn. The dividend payout is final dividend 132.6% v/s 102.5% in the previous year. July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Reappoint Rajesh Kumar For For Rajesh Kumar Sinha is the September Sinha (DIN: 05351383) Joint Secretary at Ministry 2018 as Non-Executive Non- of Coal and nominee of Independent Director, Government of India on liable to retire by rotation the company’s board. His reappointment is in line with statutory requirements. July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Appoint BL Gajipara For For BL Gajipara is the former September (DIN: 07947068) as Chairperson of Bar Council 2018 Independent Director of Gujarat. His appointment beginning 22 September is in line with statutory 2017 until 5 September requirements. 2020 July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Appoint B Dayal (DIN: For For B Dayal is a mining engineer. September 07367625) as Wholetime In addition to his technical 2018 Director (Technical) role, he has experience beginning 11 October in Corporate Planning 2017 until 31 January and Public Relations. His 2022 and fix his proposed remuneration is remuneration 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.

98 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Appoint RP Srivastava For For RP Srivastava has worked September [DIN: 08036468] as in HR planning, recruitment 2018 Wholetime Director and selection, training (Personnel) beginning and development and 31 January 2018 until 31 industrial relations. His January 2021 and fix his proposed remuneration is remuneration not disclosed: he was not paid any remuneration from the company for his two months of service in FY18. 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. July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Appoint AK Jha For For "AK Jha has 35 years of September (DIN: 06645361) as experience in mine planning, 2018 Chairperson and production, management, Managing Director supervision, direction and beginning 18 May 2018 control of coal mines. His until 31 January 2020 and proposed remuneration is fix his remuneration 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. AK Jha is also holding charge as Managing Director of Chairperson and Managing Director of Mahanadi Coalfields Limited (a subsidiary of the company). The company has not disclosed if he has received any remuneration from the subsidiary. While we generally do not encourage this as a practice, we support this resolution as the company operates through its various subsidiaries." July 2018 - 12-Sep-18 COAL INDIA LTD. AGM Management Ratify remuneration For For The total remuneration September of Rs.201,094 paid to paid to the cost auditors is 2018 Balwinder & Associates, reasonable compared to the cost accountants for size and scale of operations. FY18 July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management Adoption of Accounts for For For Financial accounts are as per September the year ended 31 March regulatory requirements. 2018 2018 together with the Reports of the Directors and the Auditors July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To confirm interim For For The preference dividend September dividend on preference aggregates Rs. 35,000 on 2018 shares as final dividend preference capital of Rs. 3.5 bn. This is in-line with dividend paid in past. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To declare dividend of Rs. For For Given the financial September 1.5 per share on equity performance for fiscal 2018, 2018 shares of face value Rs. 2 ICICI Bank has reduced its dividend payout to Rs. 1.5 per equity share FY18 (down 33.8% from Rs 2.5 per share paid in FY17). The payout ratio is at 17.1%.

99 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To reappoint Vijay For For Vijay Chandhok is an September Chandok (DIN: executive director on the 2018 01545262), as director board of ICICI Bank. His liable to retire by rotation reappointment as director is in line with all statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To appoint Walker For For ICICI Bank proposes to September Chandiok & Co LLP as appoint Walker Chandhiok & 2018 statutory auditors for one Co LLP as statutory auditors year for a year. Prior to them BSR & Co. LLP were appointed as statutory auditors in the 2014 AGM for four years. The appointment is in-line with statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To authorize the board For For ICICI Bank has a presence September of directors to appoint in 17 countries. The bank 2018 branch auditors and fix seeks shareholder approval their remuneration to authorize the board to appoint branch auditors to audits its branches/offices outside India for the year ending 31 March 2019 and to fix their remuneration. The appointment will be in consultation with the statutory auditors of the bank. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Shareholder To appoint Neelam For For Neelam Dhawan was Vice September Dhawan (DIN: 00871445), President - Global Industries, 2018 as Independent Director Strategic Alliances and for five years till 11 Inside Sales, Asia Pacific January 2023 and Japan, Hewlett Packard Enterprise. She retired in December 2017. Prior to that she was leader of the country businesses for Microsoft, India. Her appointment is in line with all statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Shareholder To appoint Uday Chitale For For Uday Chitale is Senior September (DIN: 00043268), as Partner, M. P. Chitale & Co. 2018 Independent Director for He earlier served on the five years till 16 January board of ICICI Bank from 2023 1997-2005. His appointment is in line with all statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Shareholder To appoint Radhakrishnan For For Radhakrishnan Nair is former September Nair (DIN: 07225354), as MD – Corporation Bank 2018 Independent Director for Securities Ltd. and was also five years till 1 May 2023 Executive Director at SEBI. His appointment is in line with all statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Shareholder To appoint M. D. Mallya For For M. D. Mallya is former September (DIN: 01804955) as CMD – Bank of Baroda 2018 Independent Director for and also former CMD – five years till 28 May 2023 . His appointment is in line with all statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Shareholder To appoint Girish For For Girish Chandra Chaturvedi September Chandra Chaturvedi is a former IAS officer and 2018 (DIN: 00110996) as currently the Chairman, Independent Director for Warehousing Development three years till 30 June and Regulatory Authority of 2021 India. He served the GoI of India since 1977 at various levels across several sectors. His appointment is in line with all statutory requirements.

100 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To appoint Girish For For ICICI Bank proposes September Chandra Chaturvedi a remuneration of Rs. 2018 (DIN: 00110996) as 3,500,000 p.a. for the first Independent Non- year, Rs 4,000,000 p.a. for Executive (part-time) the second year and Rs Chairman till 30 June 4,500,000 p.a. for the third 2021 and to fix his year. In addition, he will remuneration be paid a sitting fees and perquisites. The proposed remuneration is in line with the size and complexity of the business and comparable with that paid to peers in the industry. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Shareholder To appoint Sandeep For For Sandeep Bakhshi has been September Bakhshi, (DIN: 00109206) with the ICICI Group for 2018 as Director liable to retire 32 years and has handled by rotation various assignments within the ICICI Group, including as CEO of ICICI Prudential Life Insurance Company Limited He is being appointed as the Wholetime Director & COO of ICICI Bank. His appointment is in line with all statutory requirements. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To appoint Sandeep For For Sandeep Bakhshi was paid September Bakhshi, (DIN: 00109206) a remuneration of Rs 170 2018 as Wholetime Director & mn from ICICI Prudential Life COO for five years from Insurance Company (incl. the 19 June 2018 and to fix fair value of ESOPs granted). his remuneration His fixed remuneration is Rs 62.2 mn and including the fair value of ESOP’s, as per our estimates, is Rs 192.2 mn. The proposed remuneration is consistent with the size and complexities of the business of ICICI Bank and comparable to that paid to Sandeep Bakhshi’s peers in the industry. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To reclassify the For For "The authorised share September authorised share capital of ICICI Bank 2018 capital and subsequent comprised of Rs. amendment to the MoA 25,000,000,000 divided into: (i) 10,000,000,000 equity shares of Rs. 2 each, (ii) 15,000,000 shares of Rs 100 each and (iii) 350 shares of Rs 10,000,000 each. The bank proposes to reclassify the unclassified 15,000,000 shares of Rs. 100 each as well as the 350 shares of Rs 10,000,000 each redeemed on 20 April 2018 as equity capital. This reclassification will require a consequent change to the capital clause of the MoA." July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To amend the Articles of For For Reclassification in the September Association authorised capital requires 2018 a consequent change to the AoA.

101 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management To approve amendment For For ICICI Bank proposes to September to the exercise period of revise the exercise period 2018 ICICI Bank Employees from a period upto 10 years Stock Option Scheme from vesting to a period 2000 upto 5 years from vesting as decided by the Board Governance, Nomination and Remuneration Committee. The amendment is intended to cover only future grants and not grants already made. The present definition is fixed and does not allow flexibility to align the exercise period of future grants to reflect the time horizon of short and long-term strategies of the Bank. The change in exercise period does not have material implications for shareholders – since there is no change in the expected equity dilution. July 2018 - 12-Sep-18 I C I C I BANK LTD. AGM Management Issuance of bonds For For The issuance of debt September and non-convertible securities on private 2018 debentures up to Rs. placement basis will be within 250 billion on private the bank’s overall borrowing placement basis limit of Rs. 2.5 trillion. ICICI Bank’s long-term debt is rated CRISIL AAA/Stable and ICRA AAA/Stable. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Declare final dividend of For For The total outflow on account September Rs.4.50 per equity share of dividend is Rs. 8. 1 bn. 2018 of Rs.10 each The dividend payout ratio is 39. 1% v/s 26. 5% in the previous year. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Reappoint GK Satish For For GK Satish (DIN: 06932170) is September (DIN: 06932170) as Wholetime Director (Planning 2018 Non-Executive Non- & Business Development) Independent Director of IOCL and its nominee director. His reappointment is in line with all statutory requirements. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Reappoint T Natarajan For For Dr. T Natarajan (DIN September (DIN: 00396367) as 00396367), IAS, is the Joint 2018 Non-Executive Non- Managing Director of Gujarat Independent Director State Petroleum Corporation Limited and Gujarat State Petronet Limited. He is the nominee director of Gujarat Maritime Board. He attended 50% of the board meetings held in FY18 and 67% of the board meetings held since his appointment on 21 November 2016. We expect directors to take their responsibilities seriously and attend all board meetings. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Appoint Shashi Shankar For For Shashi Shankar is September (DIN: 06447938) as Chairperson and Managing 2018 Non-Executive Non- Director of Oil and Natural Independent Director Gas Corporation Ltd and beginning 17 October its nominee Director. His 2017 appointment is in line with all statutory requirements.

102 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Appoint VK Mishra (DIN: For For VK Mishra is a Chartered September 08125144) as Director Accountant. He has 2018 (Finance) for five years experience in financial beginning 18 April 2018 management, corporate and fix his remuneration finance and treasury management. He was appointed as Director (Finance) of the company on 18 April 2018. His proposed remuneration is estimated at Rs. 6. 3 mn. This is in line with peers and commensurate with the size and complexity of operations. The company must consider capping the quantum of performance pay. This will enable shareholders to make a more informed decision. Further, the company must consider disclosing performance metrics for deciding on commission and performance-based incentives. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Appoint Sidhartha For For Sidhartha Pradhan is a September Pradhan (DIN: 06938830) retired IRS officer. He is the 2018 as Independent Director former Additional Secretary, for three years beginning Department of Disinvestment 16 May 2018 in the Ministry of Finance. His appointment is in line with all statutory requirements. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Appoint Dr. MM Kutty For For Dr. MM Kutty, IAS, is September (DIN: 01943083) as Secretary to the Government 2018 Non-Executive Non- of India in the Ministry of Independent Director and Petroleum and Natural Gas. Chairperson beginning 12 His appointment is in line with July 2018 all statutory requirements. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Approve remuneration For For The proposed remuneration September of Rs.99,990 payable to of the cost auditors is 2018 KL Jaisingh & Co, cost reasonable compared to the accountants for FY19 size and scale of operations. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Approve related party For For The company has an September transactions for FY19 existing arrangement with 2018 companies including BPCL, IOCL, GAIL, ONGC, Adani Petronet (Dahej) Port Pvt Ltd, Petronet LNG foundation and Indian LNG Transport Company (No. 4) Pvt. Ltd for LNG sales and regasification services. In FY18, the total quantum of transactions amounted to Rs. 291. 6 bn (~94% of revenues). To execute these contracts, the company seeks to approve transactions to be undertaken in FY19 with these entities and its other associates and JVs. According to the company, it is currently not possible to ascertain the exact value of the transactions to be undertaken in FY19. However, the company has specified that these transactions will be in the ordinary course of business and at arms-length.

103 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Reappoint Dr. Jyoti Kiran For For Dr. Jyoti Kiran Shukla is a September Shukla (DIN 03492315) researcher on economic 2018 as Independent Director policy and development. Her for three years beginning reappointment is in line with 31 March 2018 all statutory requirements. July 2018 - 14-Sep-18 PETRONET L N G LTD. AGM Management Approve loan of Rs.1.4 For For Prior to joining the company September mn given to VK Mishra, as Director (Finance), V K 2018 Director (Finance Mishra was Chief General Manager (Finance) at GAIL (India) Limited. He had taken a house building advance aggregating to Rs. 1. 42 mn from GAIL. After joining the company as Director (Finance), the Nomination and Remuneration committee approved his terms of appointment which includes extension of loan taken from GAIL. This loan is interest-free and will be recovered over 36 months. The quantum of loan is not significant. July 2018 - 14-Sep-18 CENTURY AGM Management Adoption of standalone For For We believe that a September PLYBOARDS (INDIA) and consolidated financial comprehensive review of 2018 LTD. statements for the year the financials of a company ended 31 March 2018 is a critical exercise which often requires first-hand information and proper due diligence. We 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 provide analysis of critical ratios. July 2018 - 14-Sep-18 CENTURY AGM Management To declare final dividend For For The total dividend outflow September PLYBOARDS (INDIA) of Re.1.0 per share on including dividend tax for 2018 LTD. face value Re.1.0 FY18 is Rs. 0. 3 bn. The dividend payout ratio for FY18 at 17. 1% is low. July 2018 - 14-Sep-18 CENTURY AGM Management Reappoint Vishnu For Against Vishnu Khemani is Managing September PLYBOARDS (INDIA) Khemani (DIN-01006268) Director. We note he 2018 LTD. as an Executive Director has attended 50% of the meetings in FY18 and 46% of the meetings over a three-year period. We expect directors to take their responsibilities seriously and attend all board meetings. July 2018 - 14-Sep-18 CENTURY AGM Management Reappoint Keshav For Against Keshav Bhajanka is September PLYBOARDS (INDIA) Bhajanka (DIN- son of Sajjan Bhajanka, 2018 LTD. 03109701) as an Chairperson and Managing Executive Director Director of the company. He joined the company in 2011 as an executive and is currently managing the Laminate and Furniture division. At the age of 29, he does not have the requisite experience to make a meaningful contribution to the board of a listed company. Further, there are seven members of the promoter family on the board, which is high.

104 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 14-Sep-18 CENTURY AGM Management Ratify Singhi & Co’s For For Singhi & Co were appointed September PLYBOARDS (INDIA) appointment as statutory as statutory auditors for five 2018 LTD. auditors and authorize years at the 2014 AGM. The the Audit Committee to fix ratification is in line with our remuneration Voting Policy on Auditor (Re)Appointment. Recent amendments to regulations have done away with the requirement of annual ratification of statutory auditors’ (re)appointment. July 2018 - 14-Sep-18 CENTURY AGM Management Reappoint Prem For Against We note Prem Kumar September PLYBOARDS (INDIA) Kumar Bhajanka (DIN: Bhajanka has attended 50% 2018 LTD. 00591512) as Managing of the meetings in FY18 Director for five years and 46% of the meetings from 1 August 2018 and over a three-year period. fix his remuneration Further, he has not attended the company’s past three AGMs. We expect directors to take their responsibilities seriously and attend all board meetings and the AGM. Further, the proposed remuneration of Rs. 49. 3 mn is not commensurate with the performance of the company. July 2018 - 14-Sep-18 CENTURY AGM Management Reappoint Vishnu For Against We note Vishnu Khemani September PLYBOARDS (INDIA) Khemani (DIN: has attended 50% of the 2018 LTD. 01006268) as Managing meetings in FY18 and 46% Director for five years of the meetings over a three- from 1 August 2018 and year period. Further, he has fix his remuneration not attended the company’s past three AGMs. We expect directors to take their responsibilities seriously and attend all board meetings and the AGM. The proposed remuneration of Rs. 49. 3 mn is not commensurate with the performance of the company. July 2018 - 14-Sep-18 CENTURY AGM Management Approve related party For Against The proposed transactions September PLYBOARDS (INDIA) transactions upto Rs.3.0 include purchase of plywood/ 2018 LTD. bn with Auro Sundram Ply block-board, flush door & Door Private Limited (a and other materials; sale 51% subsidiary) in FY19 of plywood, block board, and onwards flush door, veneer and other materials; and giving unsecured loans for its business. The quantum of proposed related party transactions is high (34. 5% of FY18 consolidated networth). July 2018 - 14-Sep-18 CENTURY AGM Management Revise remuneration of For Against The aggregate commission September PLYBOARDS (INDIA) Executive Directors by to be paid to the seven 2018 LTD. including commission on Promoter Executive Directors net profits is upto 11% of the net profits (Rs. 179. 4 mn as per FY18 consolidated PAT), which is high. There are seven members of the promoter family on the board, which is high. The company has not given a cap in absolute terms on the commission payable.

105 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 14-Sep-18 CENTURY AGM Management Revision of limits of For Against As per the revision, the total September PLYBOARDS (INDIA) managerial remuneration managerial remuneration 2018 LTD. payable to all its directors will not exceed 21% of the net profits (Rs. 342. 4 mn as per FY18 consolidated PAT). The remuneration payable to any one MD or whole- time director will not exceed 10% of the net profits. The remuneration payable to all MDs and whole-time directors taken together will not exceed 20% of the net profits. The proposed managerial remuneration is high, given that there are seven members of the promoter family on the board. The company has not given a cap in absolute terms on the remuneration payable. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Adoption of financial For For Financial accounts are as per September LTD statements for the year regulatory requirements. 2018 ended 31 March 2018 July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Confirm interim dividend For For The total dividend (including September LTD of Rs.8 per equity share dividend tax) is Rs. 2. 3 bn. 2018 and declare a final The dividend payout ratio dividend of Rs.11 per is 47. 3% v/s 57. 4% in the equity share (face value previous year. of Rs.10.0) July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Reappoint Virendra Nath For For Virendra Nath Datt, 56, is a September LTD Datt (DIN: 07823778) GAIL (India) representative. 2018 as Non-Executive Non- His reappointment is Independent Director in line with all statutory liable to retire by rotation requirements. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Ratify the appointment For For S R B C & Co. LLP was September LTD of S R B C & Co. LLP appointed as the statutory 2018 as statutory auditors for auditors of the company at one year and fix their the 2017 AGM for a term of remuneration five years. The ratification is in line with our Voting Guidelines on Auditor (Re)appointments. The Companies Amendment Act, 2017 dated 7 May 2018 has done away with the requirement of annual ratification for the statutory auditor: therefore, we believe the company need not have ratified the auditor appointment. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Ratify remuneration of For For The remuneration proposed September LTD Rs. 315,000 payable to to be paid to the cost auditor 2018 M/s. Dhananjay V. Joshi in FY19 is reasonable & Associates, as cost compared to the size and auditors for FY19 scale of operations.

106 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Ratify reappointment of For For Rajeev Kumar Mathur September LTD Rajeev Kumar Mathur stepped down from the 2018 (DIN: 03308185) as company’s board with effect Managing Director from from 30 May 2018. The 29 September 2017 until ratification of Rajeev Kumar 30 May 2018 and fix his Mathur’s reappointment remuneration is in line with statutory requirements. He was paid Rs. 9. 5 mn in FY18 and his estimated remuneration for the remaining term in FY19, from 1 April 2018 until 30 May 2018 aggregates Rs. 1. 6 mn. The remuneration paid to Rajeev Kumar Mathur in the past has been in line with peers and commensurate with the performance of the company. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Appoint Goutam Ghosh For For Goutam Ghosh, 60, is September LTD (DIN:07529446) as nominee of BG Asia Pacific 2018 Whole-time Director Holdings Pte. Ltd (promoter beginning 20 November with 10% ownership in the 2017, up to a maximum company). He has over 36 of five years, and fix his years of experience. His remuneration appointment is in line with all statutory requirements. Goutam Ghosh’s proposed remuneration of Rs. 16. 2 mn is in line with peers and commensurate with the size and performance of the company. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Reappoint Raj Kishore For For Raj Kishore Tewari, 64, is September LTD Tewari (DIN:07056080) former Chairperson, Central 2018 as an Independent Board of Direct Taxes in the Director for a term of five Ministry of Finance, Govt. years beginning 5 March Of India. His reappointment 2018 is in line with all statutory requirements. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Shareholder Appoint Premesh Kumar For For Premesh Kumar Jain, 63, has September LTD Jain (DIN: 02145534) as over 35 years of experience 2018 an Independent Director in oil and gas sector. His from 9 April 2018 until 31 appointment is in line with all March 2021 statutory requirements.

July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Shareholder Appoint Sanjib Datta For For Sanjib Datta, 56, was September LTD (DIN: 07008785) as responsible for the business 2018 Director development function in GAIL. His appointment is in line with statutory requirements.

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July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Appoint Sanjib Datta For For Sanjib Datta, 56, is nominee September LTD (DIN: 07008785) as of GAIL (India) (promoter 2018 Managing Director with 32. 5% ownership in beginning 30 May 2018, the company). He has over up to a maximum of 32 years of experience. His five years, and fix his appointment is in line with remuneration all statutory requirements. Sanjib Datta’s proposed fixed remuneration aggregates ~Rs. 6. 2 mn. Further, he is entitled to receive a performance related pay as per GAIL (India)’s rules, however, there is no clarity on the quantum for such payouts. Mahanagar Gas’ Managing Director’s remuneration in the past has been reasonable; we expect the company to remain judicious in its remuneration payouts. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Approve increase in For For FPIs/ FIIs currently hold 12. September LTD the investment limit 7% of paid up equity share 2018 for Foreign Portfolio capital of the company. The Investors (FPIs) and increased shareholding limit Foreign Institutional for foreign investors will result Investors (FIIs) to 40% in widening the investor base from 24% of the paid-up of the company. equity share capital July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Enter into related party For For In FY18, the company September LTD transactions aggregating purchased and transported 2018 Rs.21.5 bn in FY20 gas aggregating Rs. 10. 2 bn from related parties. Similar transactions are likely in FY20 aggregating to Rs. 21. 5 bn. The proposed transactions are in ordinary course and at arm’s length. July 2018 - 17-Sep-18 MAHANAGAR GAS AGM Management Appoint Satish Gavai For For Satish Gavai, 59, is former September LTD (DIN: 01559484) as Chief Executive Officer, 2018 Non-Executive Non- MIDC, Mumbai. He is Independent Director a representative of the from 31 July 2018 Government of Maharashtra. His appointment is in line with all statutory requirements. July 2018 - 18-Sep-18 H C L TECHNOLOGIES AGM Management Adoption of standalone For For The Report of the September LTD. and consolidated financial Independent Auditors does 2018 statements for the year not contain any qualifications. ended 31 March 2018 July 2018 - 18-Sep-18 H C L TECHNOLOGIES AGM Management Reappoint Ms. Roshni For For Ms. Roshni Nadar Malhotra September LTD. Nadar Malhotra (DIN- is the CEO and Executive 2018 00030840) as a Director of HCL Corporation Non-Executive Non- Private Limited. She is liable Independent Director to retire by rotation and her reappointment is in line with all statutory requirements. July 2018 - 18-Sep-18 H C L TECHNOLOGIES AGM Management Appoint James Philip For For James Philip Adamczyk was September LTD. Adamczyk (DIN: the Chief Technology Officer 2018 08151025) as an of Accenture’s software Independent Director for business. His appointment five years from 26 July as an Independent Director 2018 is in line with the statutory requirements. July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management Adoption of financial For For No qualification in the September EXCHANGE LTD. statements for the year auditor's report. 2018 ended 31 March 2018

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July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management Declare final dividend of For For The company has proposed September EXCHANGE LTD. Rs. 22.0 per equity share a final dividend of Rs. 22. 0 2018 (face value Rs. 10.0) per equity share of face value Rs. 10. 0 for the year ended 31 March 2018. The total dividend outflow including dividend tax for FY18 is Rs. 0. 8 bn. The dividend payout ratio is 60. 6%. July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management Reappoint Mahendra For For Mahendra Singhi is the CEO September EXCHANGE LTD. Singhi (DIN: 00243835) of Dalmia Cement (Bharat) 2018 as Non-Executive Non- Ltd. He retires by rotation and Independent Director his reappointment is in line with statutory requirements. July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management Appoint Gopal Srinivasan For For Gopal Srinivasan is Founder September EXCHANGE LTD. (DIN: 00177699) as of TVS Capital Funds Ltd. 2018 Non-Executive Non- His appointment is in line with Independent Director statutory requirements. July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management Approve re-classification For For The present authorised share September EXCHANGE LTD. of the Authorised Share capital of the company is Rs. 2018 Capital of the Company 402. 5 mn divided into 36. 3 mn equity shares of Rs. 10/- each amounting to Rs. 362. 5 mn, 0. 5 mn preference shares of Rs. 10/- each amounting to Rs. 5. 0 mn and 3. 5 mn CCPS of Rs. 10/- each, amounting to Rs. 35. 0 mn. The issued, subscribed and paid-up capital is of Rs. 303. 3 mn divided into 3,0. 3 mn equity shares of Rs. 10/- each. As there are no current preference shares or CCPS and there is no visible requirement in the future, the company proposes to reclassify its authorised share capital to comprise only of equity shares. The reclassification would require consequential amendments to the existing Clause V of the Memorandum of Association. July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management Sub-division of equity For For In order to improve the September EXCHANGE LTD. shares from the face liquidity of the company’s 2018 value of Rs.10 to Re.1 shares in the stock market each and to make the shares affordable to small investors, the company seeks shareholder approval for the sub-division of its equity shares from face value of Rs. 10. 0 per share to ten shares of face value of Re. 1 per share. July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management To increase limit on total For For The current holding of FIIs September EXCHANGE LTD. holdings of FII / FPIs from in the Company is 9. 9%. 2018 24% to a maximum of In order to attract further FII 49% of the paid-up capital investment, the proposes to increase the FII / FPI shareholding limit to 49%. The increased limit will give the FIIs/FPIs greater headroom in acquiring further stake in the company.

109 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 18-Sep-18 INDIAN ENERGY AGM Management To ratify Indian Energy For For The company seeks September EXCHANGE LTD. Exchange Limited shareholder ratification 2018 Employee Stock Option for the scheme that was Scheme 2010 (ESOP approved pre-IPO. As the 2010 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. July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Management Adoption of standalone For For Financial accounts are as per September OF INDIA LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Management Confirm interim dividend For For "The total dividend for September OF INDIA LTD. of Rs.2.45 per share and the year amounts to Rs. 2018 declare final dividend of 33. 1 bn. The dividend Rs.2.8 per share payout is 40. 1% (36. 4% in FY17). " July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Management Reappoint K Sreekant as For For "K. Sreekant (DIN: September OF INDIA LTD. a Director 06615674) is Director 2018 (Finance) of Power Grid. His reappointment is in line with the statutory requirements. " July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Management Fix remuneration of For For "The Comptroller & Auditor September OF INDIA LTD. statutory auditors to General of India (C&AG) 2018 be appointed by the has appointed SK Mittal & Comptroller and Auditor Co, R. G. N. Price & Co, General of India for FY19 Kothari & Co and Parakh & Co. As statutory auditors for FY19. 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 fees of Rs. 10 mn in FY18 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range. " July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Shareholder Appoint Ms. Seema For For "Ms. Seema Gupta (DIN: September OF INDIA LTD. Gupta as Director 06636330) is Director 2018 (Operations) of Power Grid. Her appointment is in line with the statutory requirements. " July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Shareholder Appoint Manoj Kumar For For "Manoj Kumar Mittal (DIN: September OF INDIA LTD. Mittal as an Independent 07937052) is practicing 2018 Director for a period as a Civil & Structural of three years w.e.f 12 Engineer consultant September 2017 and has an experience of over 31 years in this field. His appointment is in line with the statutory requirements. " July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Shareholder Appoint Sunil Kumar For For "Sunil Kumar Sharma September OF INDIA LTD. Sharma as an (DIN: 03614952) is the 2018 Independent Director for former CMD of Bharat a period of three years Electronics Limited. His w.e.f 23 July 2018 appointment is in line with the statutory requirements. "

110 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Shareholder Appoint Ms. A R For Against Ms. A R Mahalakshmi (DIN: September OF INDIA LTD. Mahalakshmi as an 08187493) is a woman 2018 Independent Director for entrepreneur and a BJP a period of three years State President Mahila w.e.f 23 July 2018 (Madurai). We believe her affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus. Further, the company has not provided any details on her political background in the shareholder notice or on its website – this prevents shareholders from taking an informed decision on her appointment. July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Management Ratify remuneration of For For "The remuneration September OF INDIA LTD. Rs.0.25 mn for Chandra to be paid to the cost 2018 Wadhwa & Co. and auditors is reasonable R.M. Bansal & Co. as compared to the size and joint cost auditors for scale of the company’s FY19 and approve operations. " additional remuneration of Rs.12,500 for Chandra Wadhwa & Co., the lead cost auditor, for consolidated of cost audit report July 2018 - 18-Sep-18 POWER GRID CORPN. AGM Management Approve private For For "The issuance will be within September OF INDIA LTD. placement of non- the approved borrowing 2018 convertible debentures limit of Rs. 1800 bn of the (NCDs)/bonds/other debt company. Power Grid’s securities aggregating debt programs are rated to Rs.200 bn in up to 20 CRISIL AAA/Stable/ tranches CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. " July 2018 - 19-Sep-18 RITES LTD. AGM Management Adoption of standalone For For Financial accounts are as per September and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 19-Sep-18 RITES LTD. AGM Management Confirm interim dividend For For The company has proposed September of Rs. 3.5 per share and a final dividend of Rs. 2. 2018 declare final dividend of 0 per equity share of face Rs. 2.0 per equity share value Rs. 10. 0 for the year (face value Rs. 10.0) ended 31 March 2018. This is in addition to the interim dividend of Rs. 3. 5 per share paid during the year. The aggregate dividend per share in FY18 is Rs. 5. 5. The total dividend outflow including dividend tax for FY18 is Rs. 1. 3 bn. The dividend payout ratio is 39. 3%. July 2018 - 19-Sep-18 RITES LTD. AGM Management Reappoint Ajay Kumar For For Ajay Kumar Gaur is the September Gaur (DIN: 05333257) as Director Finance. He 2018 Director (Finance) retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 19-Sep-18 RITES LTD. AGM Management Reappoint Amar Prakash For For Amar Prakash Dwivedi is a September Dwivedi (DIN: 07122333) Government Nominee. He 2018 as a Non-executive retires by rotation and his Director reappointment is in line with statutory requirements.

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July 2018 - 19-Sep-18 RITES LTD. AGM Management Authorize the board to For For The statutory auditors of September fix the remuneration of the company, J C Bhalla & 2018 statutory auditors and Co, has been appointed by branch auditors for the Comptroller and Auditor FY19 appointed by the General of India (C&AG). Comptroller and Auditor- The (C&AG) has also branch General of India (CAG) auditors. The remuneration of the Statutory auditors and Branch auditors will be fixed by the board of directors. In FY18, the auditors were paid a remuneration of Rs. 0. 20 mn. We expect the board to remain judicious in deciding auditor remuneration. July 2018 - 19-Sep-18 RITES LTD. AGM Management Approve extension of For For Rajeev Mehrotra’s term was September term of Rajeev Mehrotra extended by the President of 2018 (DIN: 01583143) as India till his superannuation Chairperson & Managing on 30 June 2021. There Director till 30 June 2021 are no other changes to his current terms of appointment. In FY18, his remuneration aggregated Rs. 6. 5 mn. Although we recognize that remuneration in public sector enterprises is usually not high, there are no disclosures on Rajeev Mehrotra’s remuneration structure. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including proposed remuneration to its shareholders through the AGM notice. July 2018 - 19-Sep-18 RITES LTD. AGM Management Approve extension of For For Ajay Kumar Gaur’s term was September term of Ajay Kumar Gaur extended by the President of 2018 (DIN: 05333257) as India till his superannuation Director Finance till 31 on 31 July 2019. There are July 2019 no other changes to his current terms of appointment. In FY18, his remuneration aggregated Rs. 5. 1 mn. Although we recognize that remuneration in public sector enterprises is usually not high, there are no disclosures on Ajay Kumar Gaur’s remuneration structure. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including proposed remuneration to its shareholders through the AGM notice. July 2018 - 19-Sep-18 RITES LTD. AGM Shareholder Appoint Bhupendra For For Bhupendra Kumar Agarwal is September Kumar Agarwal a Government Nominee. His 2018 (DIN: 07956187) as appointment is in line with Government Nominee statutory requirements. Director July 2018 - 19-Sep-18 RITES LTD. AGM Shareholder Appoint Dr Pramod For For Dr Pramod Kumar Anand September Kumar Anand (DIN: is a retired IAS officer. His 2018 00298962) as an appointment is in line with Independent Director for statutory requirements. a period of three years from 19 September 2017 July 2018 - 19-Sep-18 RITES LTD. AGM Shareholder Appoint Ms. For For Ms. Geethakumary is a September Geethakumary (DIN: practicing lawyer. Her 2018 08087165) as an appointment is in line with Independent Director for statutory requirements. a period of three years from 8 March 2018

112 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 19-Sep-18 RITES LTD. AGM Shareholder Appoint Dr. Rajendra For For Dr. Rajendra Nath Goyal September Nath Goyal (DIN: (DIN: 08087148) is Emeritus 2018 08087148) as an Professor at I. I. T Roorkee. Independent Director for His appointment is in line with a period of three years statutory requirements. from 8 March 2018 July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Adoption of standalone For For Financial accounts are as per September OF INDIA LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Confirm interim dividend For For The total dividend outflow September OF INDIA LTD. of Rs.4.8 per equity share including dividend tax for 2018 and declare final dividend FY18 is Rs. 5. 0 bn. The of Rs.3.75 per equity dividend payout ratio is 47. share of Rs.5 each 8%. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Reappoint Pradip K. For For Pradip K. Agrawal is Director, September OF INDIA LTD. Agrawal (DIN: 07557080) Domestic Division. He 2018 Director, Domestic retires by rotation and his Division reappointment is in line with statutory requirements. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Reappoint Sanjay For For Sanjay Swarup Director, September OF INDIA LTD. Swarup (DIN: 05159435) International Marketing 2018 Director, International and Operations. He Marketing & Operations retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Fix remuneration of Arun For For The Comptroller & Auditor September OF INDIA LTD. K Agarwal & Associates General of India (C&AG) 2018 as statutory auditors appoints the statutory to be appointed by the auditors. As per Section Comptroller and Auditor 142 of the Companies Act, General of India for FY18 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The remuneration payable to Arun K Agarwal & Associates in FY18 is Rs. 4. 4 mn, which is reasonable. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Appoint Ms. Vanita Seth For Against Ms. Vanita Seth is an September OF INDIA LTD. (DIN: 07944119) as active member of Bharatiya 2018 Part-time Non-official Janata Party and the former (Independent) Director Women President of BJP for a period of three years Women Wing, Rajasthan. from 21 September 2017 We believe her affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Appoint Lov Verma For For Lov Verma an officer with September OF INDIA LTD. (DIN: 07560071) as the Indian Administrative 2018 Part-time Non-official Service, retired as Secretary (Independent) Director to the Government of India, for a period of three years Ministry of Social Justice from 21 September 2017 and Empowerment. He retired in January 2016. His appointment is in line with statutory requirements. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Appoint Anjaneya For For Anjaneya Prasad Mocherla is September OF INDIA LTD. Prasad Mocherla the former Executive Director 2018 (DIN: 03645659) as of . His Part-time Non-official appointment is in line with (Independent) Director statutory requirements. for a period of three years from 21 September 2017

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July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Management Appoint Rahul Mithal For For Rahul Mithal was appointed September OF INDIA LTD. (DIN: 07610499) as as an Additional Director 2018 Director, Projects from 29 September 2017. He & Services from 29 is from the Indian Railways September 2017 and fix Service of Mechanical his remuneration Engineers (SCRA 1985 Batch). He has been closely associated with the Planning, Execution and Monitoring of various mega Projects of the Company. The appointment is in the pay scale of Rs. 2. 2 mn to Rs. 4. 1 mn. He was paid Rs. 2. 8 mn in FY18. The granular details of proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including proposed tenure to its shareholders through the AGM notice. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Shareholder Appoint Manoj For For Manoj Kumar Srivastava is September OF INDIA LTD. Kumar Srivastava the Executive Director/Traffic 2018 (DIN: 06890877) as Transportation (Freight), Government Nominee Railway Board. He has been Director from 30 April appointed as a Government 2018 Nominee Director. His appointment is in line with statutory requirements. July 2018 - 20-Sep-18 CONTAINER CORPN. AGM Shareholder Appoint Deepak Shetty For For Deepak Shetty, an Indian September OF INDIA LTD. (DIN: 07089315) as Revenue Service officer, is 2018 Part-time Non-official retired as Director General (Independent) Director Shipping and Secretary to for a period of three years the Government of India. His from 9 August 2018 appointment is in line with statutory requirements. July 2018 - 24-Sep-18 CREDIT ANALYSIS & AGM Management Adoption of financial For For Financial accounts are as per September RESEARCH LTD. statements for the year regulatory requirements. 2018 ended 31 March 2018 July 2018 - 24-Sep-18 CREDIT ANALYSIS & AGM Management Confirm interim dividend For For CARE proposes to pay a September RESEARCH LTD. of Rs.18 per share and final dividend of Rs. 37 per 2018 declare final dividend share (FV Rs. 10). This of Rs. 37 per share (FV is in addition to the total Rs.10) interim dividend of Rs. 18. 0 per share paid during the year. This aggregates to a total dividend of Rs. 55. 0 per share, which includes a special dividend of Rs 25. 0 per share on completion of 25 years of the company. Total dividend including the dividend distribution tax for the year is Rs. 2. 0 bn. Payout ratio was at 121. 1% for FY18. July 2018 - 24-Sep-18 CREDIT ANALYSIS & AGM Management Reappoint Sadhana For For Ms. Sadhana Dhamane is the September RESEARCH LTD. Dhamane (DIN former Chief (INVM - Stress 2018 01062315) as a Non- Asset Cell), LIC of India. She Executive Director liable retires by rotation and her to retire by rotation reappointment is in line with statutory requirements.

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July 2018 - 24-Sep-18 CREDIT ANALYSIS & AGM Management Ratify Khimji Kunverji For For The company proposes to September RESEARCH LTD. & Co as statutory ratify Khimji Kunverji & Co 2018 auditors and to fix their as statutory auditors: Khimji remuneration Kunverji & Co have been the statutory auditors since FY12. Khimji Kunverji & Co’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. July 2018 - 24-Sep-18 CREDIT ANALYSIS & AGM Shareholder Appoint V. For For V Chandrasekaran is September RESEARCH LTD. Chandrasekaran (DIN former Executive Director 2018 03126243) as Non- (Investment) LIC of India. He Executive Director liable three decades of experience to retire by rotation from in Life Insurance Finance, 15 November 2017 Housing Finance and Mutual Fund Investments etc. His appointment is in line with statutory requirements. July 2018 - 24-Sep-18 CREDIT ANALYSIS & AGM Shareholder Appoint Adesh Kumar For For Adesh Gupta is former Whole September RESEARCH LTD. Gupta (DIN 00020403) time Director and CFO, 2018 as Independent Director Grasim and former Director for a term of three years – UltraTech Cement Ltd. – from 22 May 2018 till the Aditya Birla Group. Currently conclusion of the FY21 he is managing a business AGM consultancy partnership, ProBizAdvisor and Business Excellence LLP. His appointment is in line with statutory requirements. July 2018 - 25-Sep-18 FINE ORGANIC AGM Management Adoption of financial For For No qualification in the September INDUSTRIES LTD. statements for the year auditor's report. 2018 ended 31 March 2018 July 2018 - 25-Sep-18 FINE ORGANIC AGM Management Declare Dividend of Rs. For For The company proposes final September INDUSTRIES LTD. 7.0 per equity share of dividend of Rs. 7. 0 per equity 2018 face value Rs.5 each for share. The total dividend FY18 payout for FY18 is Rs. 258. 3 mn. The dividend payout ratio is 25. 5%. July 2018 - 25-Sep-18 FINE ORGANIC AGM Management Reappoint Mukesh Shah For For Mukesh Shah, is the September INDUSTRIES LTD. (DIN: 00106799) as Managing Director of Fine 2018 Director Organic Industries Limited and also part of the promoter family. He has been on the board of the company since incorporation, 24 May 2002. His reappointment is in line with statutory requirements. July 2018 - 25-Sep-18 FINE ORGANIC AGM Management Approve remuneration of For For The total remuneration September INDUSTRIES LTD. Rs.300,000 payable to Y. proposed to be paid to the 2018 R. Doshi & Associates, cost auditors is reasonable cost auditors for FY19 compared to the size and scale of operations. July 2018 - 25-Sep-18 REPCO HOME AGM Management Adoption of standalone For For Financial accounts are as per September FINANCE LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 25-Sep-18 REPCO HOME AGM Management To declare dividend of Rs. For For Repco HFL proposes a final September FINANCE LTD. 2.2 per equity share (face dividend of Rs 2. 2 per share 2018 value Rs. 10) of face value Rs 10 for FY18. In FY17, the company paid a dividend of Rs 2. 0 per share. Total cash outflow on account of dividend and tax thereon for FY18 is Rs 165. 7 mn and pay-out ratio is 8. 0%.

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July 2018 - 25-Sep-18 REPCO HOME AGM Management To reappoint R.S. Isabella For For (Ms. ) R. S. Isabella is September FINANCE LTD. (DIN 06871120) as currently the Executive 2018 director liable to retire by Director officiating as rotation Managing Director in Charge of Repco Bank in addition to being the Managing Director - Repco Micro Finance Ltd. She is also on the board of the parent company Repco Bank. Her appointment as director liable to retire by rotation is in line with all statutory requirements. July 2018 - 25-Sep-18 REPCO HOME AGM Management To appoint Dinesh For For Dinesh Ponraj Oliver is the September FINANCE LTD. Ponraj Oliver, I.A.S (DIN Director of Rehabilitation, 2018 05297355) as director Government of Tamil liable to retire by rotation Nadu. He has 14 years of from 13 November 2017 service in the field of public administration He is also on the board of the parent company Repco Bank. His appointment as director liable to retire by rotation is in line with all statutory requirements. July 2018 - 25-Sep-18 REPCO HOME AGM Management To appoint K. Sridhar, For For K Sridhar is former Managing September FINANCE LTD. (DIN 02758646), as Director LIC of India. He was 2018 Independent director for also Director/CVO of General a period of five years from Insurance Corporation 21 September 2017 and New India Assurance Company respectively. His appointment as independent director is in line with all statutory requirements. July 2018 - 25-Sep-18 REPCO HOME AGM Management To issue Non-Convertible For For The issuance of debt September FINANCE LTD. Debentures (NCD) securities on private 2018 aggregating to Rs. 40.0 placement basis will be bn and Commercial within the overall borrowing Paper to Rs. 10.0 bn on limit of the company. Repco private placement basis HFL’s debt instruments are rated ‘ICRA AA-/Stable/ ICRA A1+’, which denotes a high degree of safety regarding timely servicing of financial obligations. These instruments carry low credit risk. Moreover, the borrowing programs for NBFC’s like Repco HFL, are monitored by National Housing Board’s (NHB) requirement of maintaining minimum 12% capital adequacy levels. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Adoption of standalone For For Financial accounts are as per September LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management To declare final dividend For For The total dividend outflow September LTD. of Rs.4.0 per share of including dividend tax for 2018 face value Rs.2.0 FY18 is Rs. 0. 7 bn. The dividend payout ratio for the year was 20. 6%. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management To fill the casual vacancy For For Ms. Namita Thapar was a September LTD. caused by the retirement Non-Executive director and 2018 of Ms. Namita V Thapar the only woman director on (DIN: 05318899) the board of the company. She retires by rotation and while eligible, does not offer herself for reappointment. The board proposes to appoint another director in her place.

116 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Reappoint Mahesh For For Mahesh Viswanathan, 58, September LTD. Viswanathan (DIN: is the Deputy Managing 2018 02780987) as Director Director and the CFO. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Ratify the appointment of For For The company appointed September LTD. Deloitte Haskins & Sells Deloitte Haskins & Sells 2018 LLP as statutory auditors LLP in the FY17 AGM. The till the next AGM and company’s previous auditors authorize the board to fix were B. K. Khare & Co. The remuneration ratification is in line with our Voting Guidelines on Auditor (Re)appointments. The Companies Amendment Act, 2017 dated 7 May 2018 has done away with the requirement of annual ratification for the statutory auditor. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Reappoint Deepak For Against Deepak K Chhabria, 55, is September LTD. K Chhabria (DIN: the Chairperson and part of 2018 01403799) as a Whole the promoter family. Although Time Director, designated the proposed remuneration as Executive Chairperson is commensurate with the for five years commencing size and performance of the from 1 July 2018, and fix business, we raise concern his remuneration over his reappointment. The on-going spat between the Chhabria cousins has led to several litigations with respect to ownership and control of the company. Almost 32% of the equity is controlled by Prakash Chhabria through Orbit Electricals Private Limited, and an additional 15% of the equity through his control over Finolex Industries Limited. Although the ownership of Orbit Electricals Private Limited is disputed, Prakash Chhabria has voted these shares in the past. We believe the reappointment of Deepak Chhabria will increase the prevailing animosity between the two factions which could have negative implications for the company going forward. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Reappoint Mahesh For For Mahesh Viswanathan is the September LTD. Viswanathan (DIN: Deputy Managing Director 2018 02780987) as a Whole and Chief Financial Officer Time Director, designated of the company. His current as Deputy Managing term as Deputy MD and CFO Director and Chief expired on 30 June 2018. The Financial Officer for five board proposes to reappoint years commencing from him for a period of five years, 1 July 2018 and approve commencing from 1 July his remuneration 2018 till 30 June 2023, and approve his remuneration. The company has not disclosed the amount of bonus payable to him, as well as the basis of computing it. Notwithstanding, his proposed remuneration estimated at Rs. 32. 2 mn is in line with peers and commensurate with the size of the company.

117 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Approve remuneration For For The total remuneration September LTD. of Rs.550,000 for Joshi proposed is reasonable 2018 Apte & Associates as cost compared to the size and auditors for FY19 scale of the company’s operations. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Approve private For For The proposed NCDs will September LTD. placement of non- be issued within the overall 2018 convertible debentures borrowing limit of Rs. 10 (NCDs) aggregating bn. The company’s debt Rs.1.5 bn has an outstanding rating of CRISIL AA+/ Stable/ CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations. July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Pay commission to non- For For The total remuneration September LTD. executive directors up to proposed is reasonable 2018 1% of net profits or Rs. 20 compared to the size and mn, whichever is lower, scale of the company’s for five years from 1 April operations. 2018 July 2018 - 25-Sep-18 FINOLEX CABLES AGM Management Approve purchase of For For Corning Finolex Optical Fibre September LTD. optical fibre cables from Private Limited (CFOFPL) is 2018 Corning Finolex Optical 50:50 joint venture between Fibre Private Limited Finolex and Corning Ventures (a related party) upto France SAS. Finolex will get Rs.0.75 bn or 1.5 mn KM the optical fibre at a price fibre quantity, whichever lower than CFOFPL’s other is higher customers. The proposed transaction to be carried out is in the ordinary course of business. July 2018 - 25-Sep-18 BHARAT AGM Management Adoption of standalone For For Financial accounts are as per September ELECTRONICS LTD. and consolidated financial regulatory requirements. 2018 statements for the year ended 31 March 2018 July 2018 - 25-Sep-18 BHARAT AGM Management Confirm interim dividend For For The total dividend for the September ELECTRONICS LTD. of Rs.1.6 per share and year amounts to ~Rs. 5. 9 bn. 2018 declare final dividend of The dividend payout is 42. Rs.0.4 per share 2% (39. 1% in FY17). July 2018 - 25-Sep-18 BHARAT AGM Management Reappoint Ms Anandi For For "Ms Anandi Ramalingam September ELECTRONICS LTD. Ramalingam as a Director (DIN: 07616158) is 2018 Director (Marketing) of Bharat Electronics. Her reappointment is in line with the statutory requirements. " July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Mukka H Babu as For For "Mukka H Babu (DIN: September ELECTRONICS LTD. a Part-Time Non-Official 07937907) is a chartered 2018 (Independent) Director accountant and senior w.e.f 11 September 2017 partner in M. Harish & Associates. His appointment is in line with the statutory requirements. The company must also provide information on the tenure of his term as independent director. " July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Surendra S Sirohi For For "Surendra S Sirohi (DIN: September ELECTRONICS LTD. as a Part-Time Non- 07595264) is a former 2018 Official (Independent) Member (Technology), Director w.e.f 11 Telecom Commission September 2017 and Secretary to Govt. Of India in Ministry of Communication and IT. His appointment is in line with the statutory requirements. The company must also provide information on the tenure of his term as independent director. "

118 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Vijay S Madan as For For "Vijay S Madan (DIN: September ELECTRONICS LTD. a Part-Time Non-Official 00806142) is a former 2018 (Independent) Director Secretary to Government w.e.f 11 September 2017 of India, Ministry of Rural Development, Department of Land Resources. He was also former Director General, Unique Identification Authority of India (UIDAI). His appointment is in line with the statutory requirements. The company must also provide information on the tenure of his term as independent director. " July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Koshy Alexander For For "Koshy Alexander (DIN: September ELECTRONICS LTD. as Director 07896084) is being appointed 2018 as Director (Finance) of the company. He is chartered accountant and was earlier the CFO of the company. His appointment is in line with the statutory requirements. " July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Amit Sahai as For For "Amit Sahai (DIN: 02188330) September ELECTRONICS LTD. Director is Joint Secretary (P&C) in 2018 the Department of Defence Production and a government nominee on the board. His appointment is in line with the statutory requirements. " July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Ms J Manjula as For For "Ms J Manjula (DIN: September ELECTRONICS LTD. Director 07684528) is Director 2018 General of DRDO and a government nominee on the board. Her appointment is in line with the statutory requirements. " July 2018 - 25-Sep-18 BHARAT AGM Management Appoint Mahesh V as For For "Mahesh V (DIN: 08130292) September ELECTRONICS LTD. Director is being appointed as 2018 Director (Research and Development) of the company. He was earlier Executive Director (Electronic Warfare & Avionics) at BELBangalore. His appointment is in line with the statutory requirements. " July 2018 - 25-Sep-18 BHARAT AGM Management Ratify remuneration of For For "The remuneration September ELECTRONICS LTD. Rs.0.35 mn for GNV to be paid to the cost 2018 & Associates as cost auditor is reasonable auditors for FY19 compared to the size and scale of the company’s operations. " July 2018 - 25-Sep-18 BHARAT AGM Management Approve alteration For For "The proposed amendment September ELECTRONICS LTD. to Objects clause is in line with the 2018 in Memorandum of government’s strategy Association (MoA) to to create an ecosystem allow for subsidies, funds to foster innovation and and grants to Defense technology development in Innovation Organisation defense by engaging various and startups stakeholders and providing them award based grant/ funding to carry out innovative development in this space. As per the strategy, the contribution by BEL will be ~Rs. 0. 5 bn. " July 2018 - 26-Sep-18 SUN AGM Management Adoption of standalone For For No qualification in the September PHARMACEUTICAL and consolidated financial auditor's report. 2018 INDS. LTD. statements for the year ended 31 March 2018

119 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 26-Sep-18 SUN AGM Management Declare a final dividend For For The total dividend for FY18 September PHARMACEUTICAL of Rs.2 per equity share is Rs. 2 per share. The total 2018 INDS. LTD. (face value of Re.1.0) dividend outflow (including dividend tax for FY18) is Rs. 5. 8 bn. July 2018 - 26-Sep-18 SUN AGM Management Reappoint Dilip For For Dilip S. Shanghvi, 62, September PHARMACEUTICAL S. Shanghvi (DIN: is promoter director. His 2018 INDS. LTD. 00005588) as Director reappointment is in line with liable to retire by rotation all statutory requirements. July 2018 - 26-Sep-18 SUN AGM Management Reappoint Sudhir V. For For Sudhir V. Valia, 61, is September PHARMACEUTICAL Valia (DIN: 00005561) as promoter director. His 2018 INDS. LTD. Director liable to retire by reappointment is in line with rotation all statutory requirements. July 2018 - 26-Sep-18 SUN AGM Shareholder Appoint Vivek Chaand For For Vivek Chaand Sehgal, 62, is September PHARMACEUTICAL Sehgal (DIN: 00291126) Chairperson, Samvardhana 2018 INDS. LTD. as an Independent Motherson Group. His Director for a term of appointment is in line with all five years beginning 14 statutory requirements. November 2017 July 2018 - 26-Sep-18 SUN AGM Shareholder Appoint Gautam Doshi For Against Gautam Doshi, 65, is a September PHARMACEUTICAL (DIN: 00004612) as an Chartered Accountant with 2018 INDS. LTD. Independent Director over 40 years of experience. for a term of five years Gautam Doshi, former beginning 25 May 2018 Managing Director of the Reliance ADAG Group, was accused by the CBI in connection with the 2G spectrum allocation case in 2011. While he has been acquitted by the Special Court in 2017, the decision has been appealed in the Supreme Court. We believe board members of a SENSEX stock must not have a checkered past, which may perhaps carry with them reputational risks. July 2018 - 26-Sep-18 SUN AGM Management Reappoint Sudhir V. For For Sudhir V. Valia, 61, is September PHARMACEUTICAL Valia (DIN: 00005561) promoter director. His 2018 INDS. LTD. as Whole-time Director reappointment is in line with for a term of five years all statutory requirements. beginning 1 April 2019 The company proposes and fix his remuneration to revise his maximum for a term of three years remuneration to Rs. 60. 0 mn. with effect from 1 April Due to inadequacy of profits 2019 he was paid Rs. 33. 6 mn in FY18 as against his entitled remuneration of Rs. 39. 3 mn. The past remuneration and proposed maximum remuneration to Sudhir V. Valia is commensurate with the company’s size and performance. July 2018 - 26-Sep-18 SUN AGM Management Reappoint Sailesh T. For For Sailesh T. Desai, 63, has September PHARMACEUTICAL Desai (DIN: 00005443) over 20 years of experience 2018 INDS. LTD. as Whole-time Director in the pharmaceuticals for a term of five years industry. His reappointment beginning 1 April 2019 is in line with all statutory and fix his remuneration requirements. He was paid for a term of three years Rs. 14. 3 mn in FY18. His with effect from 1 April proposed remuneration of 2019 Rs. 18. 0 mn per annum is in line with industry peers and commensurate with the company’s size and performance.

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July 2018 - 26-Sep-18 SUN AGM Management Reappoint For For The company proposes to September PHARMACEUTICAL Kalyanasundaram reappoint Kalyanasundaram 2018 INDS. LTD. Subramanian (DIN: Subramanian as Whole-time 00179072) as Whole- Director for a period of two time Director for a term years. He will not be paid of two years beginning any remuneration from Sun 14 February 2019 without Pharmaceutical Industries. any remuneration He has also been appointed as Chief Executive Officer (CEO) and Whole-time Director of Sun Pharma Laboratories Limited (SPLL), a wholly owned subsidiary for a period of two years and will be paid remuneration from SPLL. While compliant with law, we do not encourage remuneration structures where directors are paid from subsidiaries. Although the company has not disclosed his proposed remuneration terms from SPLL, the company has clarified that Kalyanasundaram Subramanian received Rs. 48. 2 mn in FY18: his aggregate remuneration had a cap of Rs. 90 mn. We expect Kalyanasundaram Subramanian’s remuneration for the proposed two-year term to be in the same range. Even so, the company should have disclosed the terms of appointment and remuneration, rather than ask shareholders for a blanket approval. July 2018 - 26-Sep-18 SUN AGM Management Ratify Israel Makov For For Recent changes in SEBI’s September PHARMACEUTICAL (DIN:05299764) as LODR require directors 2018 INDS. LTD. Non-Executive Non- having attained the age of Independent Director with 75 to be re-approved by effect from 1 April 2019 shareholders through a special resolution. In line with this regulatory change, Israel Makov’s appointment as an Independent Director requires shareholder approval: he is 79 years old. The ratification is in line with the statutory requirements. July 2018 - 26-Sep-18 SUN AGM Management Ratify remuneration of For For The remuneration proposed September PHARMACEUTICAL ~Rs. 2.1 mn payable to to be paid to the cost auditor 2018 INDS. LTD. M/s. Kailash Sankhlecha in FY19 is reasonable & Associates, as cost compared to the size and auditor for FY19 scale of operations. July 2018 - 27-Sep-18 RELAXO AGM Management Adoption of financial For For No qualification in the September FOOTWEARS LTD. statements for the year auditor's report. 2018 ended 31 March 2018 July 2018 - 27-Sep-18 RELAXO AGM Management Approve final dividend of For For The total dividend payout September FOOTWEARS LTD. Rs.1.50 per share of face (including dividend 2018 value Rs.1.0 each distribution tax) for FY18 aggregates to Rs. 217. 2 mn. The dividend payout ratio for FY18 at 13. 5% is low. July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Ramesh For For Ramesh Kumar Dua is the September FOOTWEARS LTD. Kumar Dua (DIN: Chairperson and Managing 2018 00157872) as a Director Director of the company and part of the promoter family. He retires by rotation and his reappointment is in line with statutory requirements.

121 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Mukand Lal For For Mukand Lal Dua is a Whole September FOOTWEARS LTD. Dua (DIN: 00157898) as Time Director and part of 2018 a Director the promoter family. He retires by rotation and his reappointment is in line with statutory requirements. July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Ramesh For Against Ramesh Kumar Dua is the September FOOTWEARS LTD. Kumar Dua as Managing Chairperson and Managing 2018 Director for five years, Director of the company and commencing from 1 part of the promoter family. April 2019 and fix his In FY18, his remuneration remuneration aggregated Rs. 120. 9 mn, which was 642. 5x the median employee remuneration. The proposed remuneration estimated at Rs. 141. 3 mn is higher than peers. The total remuneration paid to him in FY18 accounted for 7. 5% of the PAT. The company must consider putting a cap on the absolute commission payable to directors. July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Mukand Lal For Against Mukand Lal Dua is the September FOOTWEARS LTD. Dua as Whole Time Whole Time Director of the 2018 Director for five years, company and part of the commencing from 1 promoter family. In FY18, April 2019 and fix his his remuneration aggregated remuneration Rs. 120. 9 mn, which was 642. 5x the median employee remuneration. The proposed remuneration estimated at Rs. 141. 3 mn is higher than peers. The total remuneration paid to him in FY18 accounted for 7. 5% of the PAT. The company must consider putting a cap on the absolute commission payable to directors. July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Deval Ganguly For For "Deval Ganguly is the Whole September FOOTWEARS LTD. (DIN: 00152585) as Time Director of the company. 2018 Whole Time Director for The proposed remuneration three years, commencing estimated at Rs. 15. 7 mn for from 5 November 2018 Deval Ganguly is in line with and fix his remuneration peers and commensurate with the he will be entitled to receive. The company must consider putting a cap on the absolute amount of performance incentive payable to him. Size of the company. The company has disclosed neither the amount nor basis of calculating the performance incentives payable to him, nor has it disclosed the number of stock options. " July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Vivek Kumar For Against "Vivek Kumar, 62, has September FOOTWEARS LTD. (DIN: 00206819) as been on the board for an 2018 Independent Director for extended tenure of 12 five years, commencing years. We believe that the from 1 April 2019 to 31 length of tenure is inversely March 2024 proportionate to the independence of a director. We classify him as non- independent due to his long association (of over 10 years) with the company. If the company believes that it will benefit from Vivek Kumar serving on the board, it must consider appointing him as a Non-Independent director. "

122 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Pankaj For For "Pankaj Shrimali, 56, is a September FOOTWEARS LTD. Shrimali (DIN: 00013142) fellow member of the Institute 2018 as Independent of Chartered Accountants of Director for five years, India, Institute of Company commencing from 1 April Secretaries of India and 2019 to 31 March 2024 Institute of Cost Accountants of India. He has been on the board for eight years. His reappointment as Independent Director is in line with statutory requirements. We will consider him as Non- Independent once his overall tenure on the board exceeds ten years. " July 2018 - 27-Sep-18 RELAXO AGM Management Reappoint Kuruvila For For Kuruvila Kuriakose, 68, is September FOOTWEARS LTD. Kuriakose (DIN: a member of the Institute 2018 00881039) as of Chartered Accountants Independent Director for of India. He has over 32 five years, commencing years of experience in from 1 April 2019 to 31 the area of finance in the March 2024 footwear industry. He has been on the board for six years. His reappointment as Independent Director is in line with statutory requirements. We will consider him as Non- Independent once his overall tenure on the board exceeds ten years. July 2018 - 27-Sep-18 RELAXO AGM Management Pay commission not For For Presently, the company September FOOTWEARS LTD. exceeding 1% of net has four non-executive 2018 profits to Non-Executive directors on its board. It Directors has not paid commission to them in the past four years. The proposed payments to non-executive directors are reasonable. The company must set a cap in absolute amount to the commission payable to Non-Executive directors. Further, it must consider approaching shareholders for periodic approvals for payment of commission, rather than ask for indefinite approvals. July 2018 - 27-Sep-18 SBI LIFE INSURANCE AGM Management Adoption of financial For For Financial accounts are as per September COMPANY LTD statements for the year regulatory requirements. 2018 ended 31 March 2018 July 2018 - 27-Sep-18 SBI LIFE INSURANCE AGM Management Confirm interim dividend For For Total dividend for FY18 is Rs. September COMPANY LTD of Rs. 2.0 per share as 2. 0, while it paid a dividend 2018 final dividend for FY18 of Rs. 1. 5 in FY17. The total dividend outflow (including dividend tax for FY18) is Rs. 2. 4 bn and the dividend payout ratio is 20. 9%. July 2018 - 27-Sep-18 SBI LIFE INSURANCE AGM Management Reappoint Gerard Binet For For Gerard Binet has been on September COMPANY LTD (DIN 00066024) as the board since 14 June 2018 Director 2001. He is the nominee director of BNPPC, one of the promoters. His reappointment is in line with statutory requirements.

123 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 27-Sep-18 SBI LIFE INSURANCE AGM Management Ratify appointment of For For The Comptroller & Auditor September COMPANY LTD GMJ & Co. and PSD General of India (C&AG) has 2018 & Associates as joint appointed GMJ & Co. And statutory auditors by the PSD & Associates as joint Comptroller and Auditor statutory auditors for FY19. General of India at an The audit remuneration of Rs. aggregate remuneration 3. 8 mn each for annual audit of Rs.4.8 mn (plus out and Rs. 1. 0mn for half yearly of pocket expenses) for audit for FY19 is reasonable FY19 and commensurate with the company’s size and scale of operations. July 2018 - 27-Sep-18 SBI LIFE INSURANCE AGM Management Appoint Sanjeev Nautiyal For For Sanjeev Nautiyal, 57, has September COMPANY LTD (DIN 08075972) as been with the State bank of 2018 Managing Director and India for 32 years. During Chief Executive Officer his career at the bank he for a period of two years, has held various positions with effect from 10 including credit, human March 2018 and fix his resources and international remuneration banking. Sanjeev Nautiyal’s proposed remuneration at Rs. 10. 1mn is reasonable and in compliance with ‘SBI Top Executive Special Scale II officials’. July 2018 - 27-Sep-18 SBI LIFE INSURANCE AGM Management Approve SBI Life For For The company proposes to September COMPANY LTD Employee Stock Option issue 30. 0 mn stock options. 2018 Scheme 2018 The exercise price will be equivalent to the fair market value as on date of grant; consequently, the cost impact of the scheme will be limited. The minimum and maximum vesting period is one and three years from the date of the grant of the options and the maximum exercise period is seven years. The scheme will align employee interest to those of shareholders. July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Management Adoption of standalone For For No qualification in the September LTD. and consolidated financial auditor's report. 2018 statements for the year ended 31 March 2018 July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Management Declare dividend of Rs.10 For For "The total dividend for September LTD. per share the year amounts to Rs. 2018 1. 5 mn. The dividend payout is 50% (48. 8% in FY17). " July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Management Reappoint Sanjay S Math For For "Sanjay S Math (DIN: September LTD. as a Director 01874086) is the Managing 2018 Director of the company. His reappointment is in line with the statutory requirements. " July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Management Ratify P G Bhagwat as For For "P G Bhagwat was September LTD. statutory auditors for appointed as the statutory 2018 the next four years and auditor in FY13 and authorize the board to fix reappointed for a period their remuneration of five years in the previous AGM. The company proposes to ratify the remaining tenure (four years) of the appointment. The ratification is in line with the statutory requirements. " July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Management Ratify remuneration For For "The remuneration September LTD. of Rs.400,000 for S R to be paid to the cost 2018 Bhargave & Co as cost auditor is reasonable auditors for FY19 compared to the size and scale of the company’s operations. "

124 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Shareholder Appoint Saurabh S For For Saurabh S Dhanorkar September LTD. Dhanorkar as a Director (DIN: 00011322) was the 2018 MD of Finolex Industries till November 2016. His appointment as Non- Executive director is in line with the statutory requirements. July 2018 - 29-Sep-18 FINOLEX INDUSTRIES AGM Management Approve continuation For For "Recent changes in SEBI’s September LTD. of Dara N Damania as LODR require directors 2018 Independent Director for having attained the age the remainder of his term of 75 to be reapproved up to September 2020 by shareholders through a special resolution. In line with this regulatory change, Dara N Damania’s continuation requires shareholder approval: he is 81 years old. He has been on the board since July 2011. His continuation is in line with the statutory requirements. " July 2018 - 29-Sep-18 K N R AGM Management Adoption of standalone For For No qualification in the September CONSTRUCTIONS and consolidated financial auditor's report. 2018 LTD. statements for the year ended 31 March 2018 July 2018 - 29-Sep-18 K N R AGM Management Declare dividend of For For "The total dividend for September CONSTRUCTIONS Rs.0.4 per share the year amounts to Rs. 2018 LTD. 67. 7 mn. The dividend payout at 2. 5% (5. 4% in FY17) is very low. " July 2018 - 29-Sep-18 K N R AGM Management Reappoint Ms. Kamidi For Against "Ms. Kamidi Yashoda September CONSTRUCTIONS Yashoda as a Director (DIN: 05157487) is part 2018 LTD. of the promoter group and the wife of the MD, K Narasimha Reddy. She has attended 67% (4 out of 6) board meetings in FY18 and 64% (14 out of 22) in a three- year period. We expect directors to take their responsibilities seriously and attend all board meetings. " July 2018 - 29-Sep-18 K N R AGM Management Ratify remuneration of For For "The remuneration to be September CONSTRUCTIONS Rs.300,000 for K K Rao paid to the cost auditor 2018 LTD. & Associates as cost is reasonable compared auditors for FY18 to the size and scale of the company’s operations. "

125 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

July 2018 - 29-Sep-18 K N R AGM Management Approve continuation For Against "Recent changes in SEBI’s September CONSTRUCTIONS of B V Rama Rao as LODR require directors 2018 LTD. Independent Director for having attained the age his remaining tenure that of 75 to be reapproved ends in September 2019 by shareholders through a special resolution. In line with this regulatory change, B V Rama Rao’s term as an Independent Director requires shareholder approval: he is 78 years old. He has been on the board as an Independent Director since December 2005. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider (re)appointing him as a non- independent director. " July 2018 - 29-Sep-18 K N R AGM Management Approve continuation of L For Against "Recent changes in SEBI’s September CONSTRUCTIONS B Reddy as Independent LODR require directors 2018 LTD. Director for his remaining having attained the age tenure that ends in of 75 to be reapproved September 2019 by shareholders through a special resolution. In line with this regulatory change, L B Reddy’s term as an Independent Director requires shareholder approval: he is 76 years old. He has been on the board as an Independent Director since December 2005. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non- independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider (re)appointing him as a non- independent director. "

126 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 1-Oct-18 I T C LTD. Postal Ballot Management Approve lTC Employee For For ESARs entitle employees 2018 - Stock Appreciation Rights to receive appreciation December Scheme 2018 (ITC ESAR in the value of shares of 2018 Scheme 2018) exercise the company (difference of which will be limited to between the ESAR Price 252.7mn equity shares and the Market Price of the shares on the exercise date) where such appreciation is settled by way of shares of the company. The ESARs will vest between one year and three years from the date of grant. The exercise period will be up to five years from the date of vesting. The ESAR price will be either the closing market price on the date of the grant or the average of daily six-months closing price, as decided by the board. Therefore, the scheme aligns the interest of shareholders and the employees. We expect the overall cost of the scheme to be marginal. October 1-Oct-18 I T C LTD. Postal Ballot Management Approve the grant of For For Through a separate 2018 - Stock Appreciate Rights resolution, the company is December to the employees of seeking approval to grant 2018 subsidiaries under ITC SARs to the employees of its ESAR Scheme 2018 subsidiaries. October 1-Oct-18 I T C LTD. Postal Ballot Management Approve variations in For For The computation of the 2018 - terms of remuneration perquisite limits under December payable to Executive the Companies Act 2013 2018 Directors excludes the exercise of stock options. As the company intends to introduce the ESAR scheme, it proposes to extend this exclusion to cover SARS as well. All the other terms of their remuneration remain unchanged. The proposed practice is comparable to that used for stock options under Indian regulations. October 1-Oct-18 LARSEN & TOUBRO Postal Ballot Management Approve buyback of 60 For For "The buyback is at a 2018 - LTD. mn (or higher) equity 11% premium to current December shares at maximum market price. The buyback 2018 price of Rs.1500.0 per will help return surplus share through a tender funds to shareholders and will offer, for an aggregate improve the return on equity consideration of up to and earnings per share by Rs.90.0 bn reduction in the equity base. "

127 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 24-Oct-18 G I C HOUSING Postal Ballot Management Appointment of Neera For For Neera Saxena, 56, years is a 2018 - FINANCE LTD. Saxena as Managing post graduate in Agriculture December Director & CEO from from Pusa Institute, Delhi 2018 3 August 2018 for two and associate of the years and to fix her Insurance Institute of India. remuneration She was DGM Health and Miscellaneous Technical and Liability with New India Assurance Company Ltd. She was recently promoted as General Manager with United India Insurance Company. She has now been deputed to GIC Housing Finance as Managing Director & CEO. Her appointment is in line with all statutory requirements. Her proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the PB notice. October 2-Nov-18 LUPIN LTD. Postal Ballot Management Appoint Dr. Kamal K For For Dr. Kamal K Sharma’s term as 2018 - Sharma (DIN:00209430), Executive Vice Chairperson December the Vice Chairperson, as ended on 28 September 2018 Advisor to the company, 2018. He will continue to for one year, with effect hold the position of Vice from 1 October 2018 and Chairperson of the board, but approve the fees payable in a Non-Executive capacity. to him The company proposes to appoint him as an advisor to ensure a smooth transition to the new leadership. The proposed fees of Rs. 47. 4 mn are reasonable and in line with his experience and knowledge of the company’s affairs. October 2-Nov-18 LUPIN LTD. Postal Ballot Management Ratify the decision of For For Nilesh Deshbandhu Gupta 2018 - Nilesh Deshbandhu is the company’s Managing December Gupta, the Managing Director and belongs to the 2018 Director, to not be paid promoter group. In FY18, remuneration for one Nilesh Gupta was paid a year, with effect from 8 remuneration of Rs. 90. 7 August 2018 mn. On account of Lupin’s weak FY18 performance, Nilesh Gupta has opted out of receiving remuneration for one year, with effect from 8 August 2018. During this period, he will only receive Rs. 0. 25 mn towards LTA and medical expenses. We believe his decision reflects on his willingness to take responsibility for the company’s performance. It will set the tone for remuneration levels across the company.

128 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 24-Nov-18 MAHANAGAR GAS Postal Ballot Management Adoption of a new set of For For The company proposes to 2018 - LTD Articles of Association adopt a new set of Article of December (AoA) Association, for incorporating 2018 various provisions and amended clauses, which are in line with the amended Joint Venture Agreement (JVA) dated 12 September 2018, between the promoters of the company; GAIL (India) Limited and BG Asia Pacific Holdings Pte. Limited. None of the amendments appear prejudicial to the interests of the minority shareholders. October 11-Dec-18 INDUSIND BANK LTD. CCM Management Approval of the Scheme For For On 14 October 2017, 2018 - of Arrangement among IndusInd Bank Ltd. (IBL) and December Bharat Financial Inclusion Bharat Financial Inclusion 2018 Ltd., IndusInd Bank Ltd. Ltd. (BFIL) announced their and IndusInd Financial merger. BFIL an NBFC-MFI, Inclusion Ltd. has also been acting as business correspondent of IBL for last six years. The merger is beneficial for IBL as it provides the bank with a large PSL portfolio with a rural outreach. The merged entity would benefit from a large complementary branch network, access to a large customer base, lower cost of funds, potential for ancillary products and risk-weight advantages. The valuation ascribed to BFIL through the purchase consideration is comparable to market multiples. The scheme includes issue of warrants to promoters. While we generally do not support warrants to the promoter group, these are in line with regulatory requirements, a part of a larger scheme and are being issued at a premium to the current market price.

129 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 17-Dec-18 POWER GRID CORPN. Postal Ballot Management Alter the Objects clause For For Considering the growth 2018 - OF INDIA LTD. of the Memorandum of prospects of the company, December Association (MoA) it plans to diversify its 2018 business into other business fields like, information and communication technologies (ICT) infrastructure, data centre, mobile tower infrastructure services, signalling telecommunication system, network/security operation centre, network control centre, smart grid, electric vehicle charging infrastructure, project management consultancy in renewable, non-renewable and non-conventional energy projects etc. The company already has experience in telecom, railway electrification, smart grid and project management consultancy, etc. It intends to further augment its experience in the above- mentioned areas to diversify its business. We believe it is the board’s and the management’s prerogative to decide on business diversifications. October 17-Dec-18 POWER GRID CORPN. Postal Ballot Management Approve increase in For For FPIs/ FIIs currently hold 23. 2018 - OF INDIA LTD. the investment limit 6% of paid up equity share December for Foreign Portfolio capital of the company. The 2018 Investors (FPIs) and increased shareholding limit Foreign Institutional for foreign investors will Investors (FIIs) to 35% give the company additional from 30% of the paid-up flexibility in raising capital. capital October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management Approve buyback of For For The buyback is at a premium 2018 - LTD. 1.5 mn equity shares at of ~33% to current market December a price not exceeding price. Promoter participation 2018 Rs. 550 per share, will be to the extent of their aggregating up to Rs. shareholding: promoters 825.0 mn, through a currently hold 36. 8 mn tender offer equity shares (75% of total equity). The buyback will help return surplus funds to shareholders and will improve the return on equity and earnings per share by reduction in the equity base.

130 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management To continue directorship For For Ram Gopal Agarwal, 69, 2018 - LTD. of Ram Gopal Agarwal is the chairperson of the December (DIN:00627386) as company and belongs to 2018 Whole-Time director, who the promoter family. Recent has crossed 70 years amendment in the SEBI’s of age and approve his LODR require companies remuneration, for the to get the remuneration remainder of his term, till payable to its executive 31 October 2022 directors who are promoters, approved by shareholders by a special resolution, if the annual remuneration per director exceeds Rs. 50 mn or 2. 5% of net profits, whichever is higher; or the aggregate annual remuneration exceeds 5% of the net profits. His FY18 remuneration was Rs. 39. 3 mn. The total promoter remuneration was Rs. 180. 2 mn (~14% of PAT), which is high. However, a major portion of the remuneration structure consist of a variable component (68%), which shows that the pay has been aligned to the company’s performance. The company should consider capping the commission in absolute terms. Notwithstanding, his is commensurate with the size of the business and his responsibilities and is in line with the peers. October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management Approve remuneration For For Mahendra Dhanuka is 2018 - LTD. of Mahendra Kumar the MD and part of the December Dhanuka (DIN: promoter family. Recent 2018 00628039) for the amendment in the SEBI’s remainder of his term, till LODR require companies 13 August 2019 to get the remuneration payable to its executive directors who are promoters, approved by shareholders by a special resolution, if the annual remuneration per director exceeds Rs. 50 mn or 2. 5% of net profits, whichever is higher; or the aggregate annual remuneration exceeds 5% of the net profits. His FY18 remuneration was Rs. 46. 1 mn. The total promoter remuneration was Rs. 180. 2 mn (~14% of PAT), which is high. However, a major portion of the remuneration structure consist of a variable component (58%), which shows that the pay has been aligned to the performance of the company. The company should consider introducing a cap on the commission in absolute terms. Notwithstanding, his is commensurate with the size of the business and his responsibilities and is in line with the peers.

131 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management Approve remuneration For For Rahul Dhanuka is an 2018 - LTD. of Rahul Dhanuka executive director and part of December (DIN: 00150140) for the the promoter family. Recent 2018 remainder of his term, till amendment in the SEBI’s 30 April 2022 LODR require companies to get the remuneration payable to its executive directors who are promoters, approved by shareholders by a special resolution, if the annual remuneration per director exceeds Rs. 50 mn or 2. 5% of net profits, whichever is higher; or the aggregate annual remuneration exceeds 5% of the net profits. His FY18 remuneration was Rs. 34. 1 mn. The total promoter remuneration was Rs. 180. 2 mn (~14% of PAT), which is high. However, a major portion of the remuneration structure consist of a variable component (78%), which shows that the pay has been aligned to the performance of the company. The company should consider introducing a cap on the commission in absolute terms. Notwithstanding, his is commensurate with the size of the business and his responsibilities and is in line with the peers. October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management Approve remuneration For For Mridul Dhanuka is an 2018 - LTD. of Mridul Dhanuka executive director and part of December (DIN: 00199441) for the the promoter family. Recent 2018 remainder of his term, till amendment in the SEBI’s 23 May 2021 LODR require companies to get the remuneration payable to its executive directors who are promoters, approved by shareholders by a special resolution, if the annual remuneration per director exceeds Rs. 50 mn or 2. 5% of net profits, whichever is higher; or the aggregate annual remuneration exceeds 5% of the net profits. His FY18 remuneration was Rs. 24. 8 mn. The total promoter remuneration was Rs. 180. 2 mn (~14% of PAT), which is high. However, a major portion of the remuneration structure consist of a variable component (72%), which shows that the pay has been aligned to the performance of the company. The company should consider introducing a cap on the commission in absolute terms. Notwithstanding, his is commensurate with the size of the business and his responsibilities and is in line with the peers.

132 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management Approve remuneration For For Arun Dhanuka is an 2018 - LTD. of Arun Kumar Dhanuka executive director and part of December (DIN: 00627425) for the the promoter family. Recent 2018 remainder of his term, till amendment in the SEBI’s 31 July 2023 LODR require companies to get the remuneration payable to its executive directors who are promoters, approved by shareholders by a special resolution, if the annual remuneration per director exceeds Rs. 50 mn or 2. 5% of net profits, whichever is higher; or the aggregate annual remuneration exceeds 5% of the net profits. His FY18 remuneration was Rs. 35. 9 mn. The total promoter remuneration was Rs. 180. 2 mn (~14% of PAT), which is high. However, a major portion of the remuneration structure consist of a variable component (74%), which shows that the pay has been aligned to the performance of the company. The company should consider introducing a cap on the commission in absolute terms. Notwithstanding, his is commensurate with the size of the business and his responsibilities and is in line with the peers. October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management To continue directorship For Against Recent changes in SEBI’s 2018 - LTD. of Priya Brat LODR require directors December (DIN:00041859) as having attained the age 2018 Independent director, till of 75 to be reapproved by the expiry of his term on shareholders through a 19 May 2024 special resolution. Priya Brat, 83, has been associated with the company for 15 years. We believe, the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from him serving on its board, it should appoint him as non-independent director. October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management To continue directorship For For Recent changes in SEBI’s 2018 - LTD. of Om Prakash Khetan LODR require directors December (DIN: 06883433) as having attained the age 2018 Independent director, till of 75 to be reapproved the expiry of his term on by shareholders through 19 May 2024 a special resolution. Om Prakash Khetan, 84, has been on the board of the company for four years. His continuation on the board is in line with statutory requirements.

133 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

October 19-Dec-18 DHANUKA AGRITECH Postal Ballot Management To continue directorship For Against Recent changes in SEBI’s 2018 - LTD. of Indresh Narain LODR require directors December (DIN 00501297), as having attained the age 2018 Independent director, till of 75 to be reapproved by the expiry of his term on shareholders through a 19 May 2024 special resolution. Indresh Narain, 74, has been associated with the company for 11 years. We believe, the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from him serving on its board, it should appoint him as non-independent director. October 26-Dec-18 ICICI SECURITIES Postal Ballot Management Approve the continuation For For Vinod Kumar Dhall is a 2018 - LTD. of Vinod Kumar Dhall retired IAS Officer who has December (DIN: 02591373) as been Secretary, Ministry of 2018 Independent Director Corporate Affairs, Member - from 20 February 2019 till SEBI, Member - Competition 27 October 2019 Commission of India (CCI), where he was also acting chairman. He has been an Independent Director on the board of ICICI Securities (I-Sec) since 28 October 2014. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. Vinod Kumar Dhall will be 75 years on 20 February 2019. In line with this regulatory change, Vinod Kumar Dhall’s continuation as Independent Director requires shareholder approval, which is in line with the statutory requirements. October 26-Dec-18 ICICI SECURITIES Postal Ballot Management Approve related party For For I-Sec provides broking 2018 - LTD. transactions (short term services to both corporate December borrowings by way of and retail clients and 2018 credit facility) with holding underwrites transactions company ICICI Bank Ltd. in the corporate finance upto an aggregate limit of business. The company’s Rs 15.0 bn funds / borrowings are deployed in its short term margin trading book. I-Sec meets its liquidity needs from its own funds and primarily through short-term borrowings: commercial papers and credit facilities from ICICI Bank, in case of fluctuations of cash flows. The credit facilities availed fall under the purview of related party transactions of SEBI’s (LODR) Regulations 2015. The company confirms that these are in the ordinary course of business and at arm’s length and based on market lending rates.

134 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 5-Jan-19 M R F LTD. Postal Ballot Management Reappoint K M Mammen For For K M Mammen, 69, is the 2019 - (DIN: 00020202) as Managing Director of the March Managing Director, for company and part of the 2019 five years, commencing promoter family. Since he on 8 February 2019, and will be completing 70 years fix his remuneration of age in February 2019, the company needs to seek fresh approval from shareholders by way of a special resolution for his re-appointment. The family remuneration at Rs 691. 0 mn for FY18 (~6% of PAT) is high. We also raise concern over K M Mammen being a member of the Nomination and Remuneration committee. However, his proposed FY19 remuneration estimated at Rs. 298. 1 mn is in line with peers. Further, the company has capped the amount of perquisites and commission payable to him. January 5-Jan-19 M R F LTD. Postal Ballot Management Appoint Ms. Vimla For For To comply with recent 2019 - Abraham (DIN: amendments to SEBI March 05244949) as an LODR Regulations, 2015, 2019 Independent Director, for which require the top 500 five years, commencing listed companies by market on 7 January 2019 capitalisation to have a woman independent director on the board by 1 April 2019, the company proposes to appoint Ms. Vimla Abraham as an Independent Director. Ms. Vimla Abraham, 67, is presently a member of the National Arbitration Committee. Her appointment is in line with statutory requirements. January 10-Jan-19 AVANTI FEEDS LTD. Postal Ballot Management Approve continuation For Against Bolloju Kumar 2019 - of Bolloju Kumar as (DIN:00521139) is a retired March Independent Director for IRS Officer and a former 2019 the remainder of his term Additional Secretary to the ending on 1 August 2019 Government of India, Ministry of Finance. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Bolloju Kumar’s continuation on the board requires shareholder approval: he is 84 years old. He has been on the board since September 2002. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider (re) appointing him as a non- independent director.

135 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 10-Jan-19 AVANTI FEEDS LTD. Postal Ballot Management Approve continuation For Against Alevoor Achar 2019 - of Alevoor Achar as (DIN:00325886) is an ISO March Independent Director for auditor and consultant. 2019 the remainder of his term Recent changes in SEBI’s ending on 1 August 2019 LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Alevoor Achar continuation on the board requires shareholder approval: he is 78 years old. He has been on the board since April 1993. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider (re) appointing him as a non- independent director. January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Appoint Girish Paranjpe For For Girish Paranjpe, 60 is a 2019 - (DIN 02172725) as an Chartered Accountant March Independent Director for and former MD of Bloom 2019 four years, commencing Energy International. His on 2 November 2018 appointment is in line with statutory requirements. January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Appoint Amitabh For For Since the tenure of Ms. 2019 - Chaudhry (DIN: Shikha Sharma as Managing March 00531120) as an Director and CEO expires on 2019 Executive Director 31 December 2018, as part of the succession process of the Bank, it proposes to appoint Amitabh Chaudhry as the Managing Director and CEO for three years. Amitabh Chaudhry, 54, is the former MD of HDFC Life Insurance Company. He will not be liable to retire by rotation, as per the Articles of Association of the bank, which state that the Managing Director and CEO is not liable to retire by rotation. January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Appoint Amitabh For For Amitabh Chaudhary’s 2019 - Chaudhry as the remuneration for FY19 is March Managing Director and estimated at Rs. 54. 9 mn. 2019 CEO, for three years, He will also be entitled to commencing on 1 variable pay and ESOPs. January 2019, and fix his However, the bank has remuneration not disclosed the amount of / basis of computing the variable pay, or the quantum of stock option to which he will be entitled to. Notwithstanding this, his proposed remuneration commensurate with the size and complexities of the business and in line with peers.

136 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Reappoint Samir K. For For For banks, governed 2019 - Barua (DIN: 00211077) under the provisions of March as Independent Director section 10A(2A) of the 2019 from 1 April 2019 to 21 Banking Regulation Act, July 2019 1949, the overall tenure of non-executive directors is restricted for a period of eight consecutive years. In line with these provisions, the tenure of eight consecutive years of Samir Barua ends on 21 July 2019. He was first appointed on the board on 22 July 2011. The bank proposes to reappoint him for a second term from 1 April 2019 till 21 July 2019. His reappointment is in line with statutory requirements. January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Reappoint Som Mittal For For For banks, governed 2019 - (DIN: 00074842) as under the provisions of March Independent Director section 10A(2A) of the 2019 from 1 April 2018 to 21 Banking Regulation Act, October 2019 1949, the overall tenure of non-executive directors is restricted for a period of eight consecutive years. In line with these provisions, the tenure of eight consecutive years of Som Mittal ends on 21 October 2019. He was first appointed on the board on 22 October 2011. The bank proposes to reappoint him for a second term from 1 April 2019 till 21 October 2019. His reappointment is in line with statutory requirements. January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Reappoint Rohit Bhagat For For In case of banking 2019 - (DIN: 02968574) as companies, which is March Independent Director governed under the 2019 from 1 April 2019 to 15 provisions of section 10A(2A) January 2021 of the Banking Regulation Act, 1949, the overall tenure of non-executive directors is restricted for a period of eight consecutive years. In line with these provisions, Rohit Bhagat’s first term ends on 31 March 2019. For banks, governed under the provisions of section 10A(2A) of the Banking Regulation Act, 1949, the overall tenure of non-executive directors is restricted for a period of eight consecutive years. In line with these provisions, the tenure of eight consecutive years of Rohit Bhagat ends on 15 January 2021. He was first appointed on the board 16 January 2013. The bank proposes to reappoint him for a second term from 1 April 2019 till 15 January 2021. His reappointment is in line with statutory requirements.

137 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Issue additional 25.0 mn For For The bank had launched 2019 - employee stock options an Employee Stock Option March to eligible employees/ Scheme (ESOS) in 2001 2019 whole-time directors of for the benefit of eligible the bank directors / employees of the Bank and its subsidiaries. From 2001, the bank has sought shareholders’ approval periodically, to grant a certain number of options. After taking into account the stock options granted, lapsed, cancelled and forfeited on 31 October 2018, the bank feels that the pool of stock options available would be inadequate for future grants. Hence it proposes to issue additional 25 mn stock options. 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. January 17-Jan-19 AXIS BANK LTD. Postal Ballot Management Extend the additional For For Through a separate 2019 - 25.0 mn employee resolution, the company March stock options to eligible is seeking approval to 2019 employees/ whole-time grant stock options to the directors of the bank’s employees and directors of subsidiaries its subsidiaries. January 23-Jan-19 GREAT EASTERN Postal Ballot Management Approve revision in For For Bharat Sheth is part of 2019 - SHIPPING CO. LTD. terms of remuneration the promoter group. His March for Bharat K. Sheth estimated remuneration 2019 (DIN: 00022102), Deputy of Rs. 86. 0 mn (Rs. 81. 4 Chairperson & MD from mn in FY18) is expected 1 April 2018 till 31 March to exceed 2. 5% of profits, 2020 and therefore requires shareholder approval through a special resolution. Shipping is cyclical industry and the company’s current losses are on account of adverse foreign exchange fluctuations and capacity expansions that are not fully utilized. While concerns remain on the losses for FY18 and HYE Sept 19, the new terms of remuneration are an improvement over the previous structure. The cap on overall remuneration has been tightened with a reduction in variable pay in the event of a loss or inadequate profits. About half of the remuneration will continue to remain variable and linked to performance. We expect the company will remain judicious in its payouts and have a stronger link of executive remuneration with the company’s performance.

138 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 23-Jan-19 GREAT EASTERN Postal Ballot Management Approve revision in For For G Shivakumar is the 2019 - SHIPPING CO. LTD. terms of remuneration Group CFO. He was paid a March for G Shivakumar (DIN: remuneration of Rs 23. 1 mn 2019 03632124), Executive in FY18 and his proposed Director from 1 April 2018 remuneration can range till 13 November 2020 from Rs 24. 7 mn – 39. 7 mn depending on his and the company’s performance. The proposed remuneration for G. Shivakumar is commensurate with the size and complexity of the cyclical business GESCO operates in. It is in line with peers of similar sized companies. Further G. Shivakumar is a professional with skills that carry a market value. January 23-Jan-19 GREAT EASTERN Postal Ballot Management Approve revision in terms For For Tapas Icot is the head of 2019 - SHIPPING CO. LTD. of remuneration for Tapas the shipping business. He March Icot (DIN: 0090882) was paid a remuneration of 2019 Executive Director from 1 Rs 23. 8 mn in FY18 and April 2018 till 1 November his proposed remuneration 2018 can range from Rs 26. 4 mn – 42. 4 mn depending on his and the company’s performance. The proposed remuneration for Tapas Icot is commensurate with the size and complexity of the cyclical business GESCO operates in. It is in line with peers of similar sized companies. Further Tapas Icot is a professional with skills that carry a market value. January 23-Jan-19 GREAT EASTERN Postal Ballot Management Reappointment of Tapas For For Tapas Icot joined the 2019 - SHIPPING CO. LTD. Icot (DIN: 0090882) as company in 1991 as a March Executive Director for a manager in the claims 2019 period of three years from department and currently 2 November 2018 and fix is the head of the shipping his remuneration business. He was appointed as ED in August 2014. Though his tenure as ED expires on 11 August 2019, for administrative convenience, the company proposes to terminate, with mutual consent, his existing appointment from 1 November 2018 and to re- appoint him for a period of 3 years from 2 November 2018 on restructured terms as per Resolution #3. January 26-Jan-19 CONTAINER CORPN. Postal Ballot Management Issue of bonus shares For For To issue the bonus shares, 2019 - OF INDIA LTD. in the ratio of one bonus the board has recommended March share for every four capitalization of reserves 2019 shares held (ratio of 1:4) up to Rs. 609. 29 mn. The issue of bonus shares will improve the liquidity of the equity shares traded in the secondary market.

139 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 28-Jan-19 HAVELLS INDIA LTD. NCM Management Approve scheme of For For The capital structure and 2019 - amalgamation of Havells shareholding pattern of March Global Limited, Standard Havells India Limited 2019 Electrical Limited, Lloyd (Havells) post the merger Consumer Private Limited will remain the same and Promptec Renewable since the entire share Energy Solutions Private capital held by it in Havells Limited with Havells India Global Limited, Standard Limited Electrical Limited, Lloyd Consumer Private Limited and Promptec Renewable Energy Solutions Private Limited will be cancelled. There will be no payment of consideration/ issue of shares by Havells and hence no dilution for public shareholders. The merger will enable the company to simplify its holding structure and improve its operational efficiency, administrative convenience and economic management. January 29-Jan-19 INDIAN ENERGY Postal Ballot Management To buyback up to 3.73 For For The total consideration for the 2019 - EXCHANGE LTD. mn equity shares at a buyback is not expected to March maximum price of Rs.185 exceed Rs. 690 mn, and will 2019 through a tender offer result in a ~1. 2% reduction in the equity share capital. The buyback will enable the company to distribute surplus cash to its shareholders and may improve return ratios. January 22-Feb-19 WIPRO LTD. Postal Ballot Management Increase in authorized For For To accommodate a 1:3 bonus 2019 - share capital and issue, the company seeks March subsequent alteration to increase its authorized 2019 of capital clause of capital from Rs 11. 27 bn Memorandum of (divided into 5,500 mn equity Association shares of Rs 2. 0 each, and 25 mn preference shares of Rs. 10 each and 0. 15 mn optionally convertible cumulative preference shares of Rs. 100 each) to Rs 25. 27 bn. This will be done through the creation of additional 7,000 mn equity shares of Rs 2. 0 each. January 22-Feb-19 WIPRO LTD. Postal Ballot Management Issuance of one equity For For The company proposes 2019 - share of Rs. 2.0 each issuance of bonus shares March as bonus for every three to the shareholders of the 2019 equity shares held in the company in the ratio of 1:3 company (one equity share for every three equity shares held) and stock dividend on ADS in the ratio of 1:3 (one ADS for every three ADS held). This will improve the liquidity of the equity shares traded in the secondary market. January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Appoint Manish Choksi as For For Manish Choksi is part of the 2019 - Non-Executive Director promoter group and is being March liable to retire by rotation, appointed following the 2019 to fill the casual vacancy casual vacancy caused by caused by the demise of the demise of Ashwin Choksi. Ashwin Choksi He will retire by rotation, and his appointment is in line with the statutory requirements.

140 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Approve the continuation For For Ashwin Dani is part of the 2019 - of Mr. Ashwin Dani as promoter group and the March Non-Executive Director company’s Chairperson. 2019 for the remainder of his Recent changes in SEBI’s term LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Ashwin Dani’s continuation on the board requires shareholder approval: he is 76 years old. He will retire by rotation, and his continuation is in line with the statutory requirements. January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Reappoint S. Sivaram For Against S. Sivaram has been on 2019 - as an Independent Asian Paints’ board for March Director for a second term almost 18 years. We classify 2019 from 1 April 2019 to 30 him as non-independent due September 2021 to his long association of over ten years with the company. The company must consider his continuation on the board as a non-independent director. January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Reappoint M. K. Sharma For For M. K. Sharma is the former 2019 - as an Independent Chairperson of ICICI Bank. March Director for a second term He was appointed to Asian 2019 from 1 April 2019 to 31 Paints’ board on 25 October March 2022 2012. His reappointment as Independent Director is in line with statutory requirements. January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Reappoint Deepak For Against Deepak Satwalekar is the 2019 - Satwalekar as an former MD of HDFC. He March Independent Director has been on Asian Paints 2019 for a second term from board for almost 19 years. 1 April 2019 to 30 We classify him as non- September 2023 independent due to his long association of over ten years with the company. The company must consider his continuation on the board as a non-independent director. January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Reappoint Mrs. Vibha For For Vibha Paul Rishi is ED (Brand 2019 - Paul Rishi as an & Human Capital), Max March Independent Director for India. Her reappointment 2019 a second term from 1 as Independent Director April 2019 to 31 March is in line with statutory 2024 requirements. January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Appoint Suresh For For Suresh Narayanan is the 2019 - Narayanan as Chairperson of Nestle India. March Independent Director for His appointment is in line with 2019 a period of five years from statutory requirements. 1 April 2019 to 31 March 2024 January 25-Feb-19 ASIAN PAINTS LTD. Postal Ballot Management Appoint Mrs. Pallavi For For Pallavi Shroff is the 2019 - Shroff as Independent Managing Partner at Shardul March Director for a period of Amarchand Mangaldas. Her 2019 five years from 1 April appointment is in line with 2019 to 31 March 2024 statutory requirements.

141 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 28-Feb-19 EQUITAS HOLDINGS Postal Ballot Management Approve continuation For Against Rangachary N is the 2019 - LTD of Rangachary N (DIN: chairman of the company March 00054437) as an and former chairman of 2019 Independent Director Central Board of Direct for the remainder of his Taxes. Recent changes current term ending on 6 in SEBI’s LODR require May 2020 directors having attained the age of 75 to be re- approved by shareholders through a special resolution. In line with this regulatory change, Rangachary N’s continuation on the board requires shareholder approval: he is 80 years old. He has been on the board since July 2007. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation as a non- independent director. January 28-Feb-19 EQUITAS HOLDINGS Postal Ballot Management Approve continuation of For For Yogesh Chand Nanda 2019 - LTD Yogesh Chand Nanda is former chairman of March (DIN: 01643316) as an NABARD. Recent changes 2019 Independent Director in SEBI’s LODR require for the remainder of his directors having attained current term ending on 6 the age of 75 to be re- May 2020 approved by shareholders through a special resolution. In line with this regulatory change, Yogesh Chand Nanda’s continuation on the board requires shareholder approval: he is 75 years old. He has been on the board since August 2011. He had attended 67% (4 of 6) of board meetings in FY18 and 85% (17 of 20) of meetings held in the last three years. We expect directors to attend all board meetings. January 28-Feb-19 EQUITAS HOLDINGS Postal Ballot Management Approve continuation For For Rajaraman PV is former 2019 - LTD of Rajaraman PV Managing Director of India March (DIN: 01658641) as an Cements Ltd. Recent 2019 Independent Director changes in SEBI’s LODR for the remainder of his require directors having current term ending on 6 attained the age of 75 to be May 2020 re-approved by shareholders through a special resolution. In line with this regulatory change, Rajaraman PV’s continuation on the board requires shareholder approval: he will be 75 years on 1 April 2019. He has been on the board since November 2011. His continuation in in line with the statutory requirements.

142 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 5-Mar-19 UJJIVAN FINANCIAL Postal Ballot Management Approve the re- For Against K. R. Ramamoorthy (DIN: 2019 - SERVICES LTD appointment of K. 00058467) is the former March R. Ramamoorthy Chairperson and CEO of ING 2019 (DIN: 00058467) as Vysya Bank. Recent changes Independent Director for in SEBI’s LODR require five years from 1 April directors having attained the 2019 to 31 March 2024 age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, K. R. Ramamoorthy’s continuation on the board requires shareholder approval: he is 79 years old. He has been on the board since December 2004. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his re-appointment as a non- independent director. January 7-Mar-19 TORRENT Postal Ballot Management Issue of equity shares or For For To raise Rs. 50 bn at current 2019 - PHARMACEUTICALS equity-linked securities market price of Rs. 1798. March LTD. aggregating upto Rs 50 7 per share, the company 2019 bn through QIP, private will need to issue 27. 8 placement or preferential mn equity shares. This will allotment result in equity dilution of ~14. 1% of the post–issue share capital of the company. The company proposes to utilize the proceeds for organic and inorganic growth opportunities, long- term working capital, capital expenditure, refinancing existing borrowings and other corporate purposes. January 7-Mar-19 TORRENT Postal Ballot Management Alter Articles of For For The details of forfeited 2019 - PHARMACEUTICALS Association (AoA) to shares need to be shown in March LTD. allow cancellation of the balance sheet till the time 2019 forfeited shares these shares are either re- issued or cancelled. Torrent pharma has 14,000 forfeited shares of face value Rs. 5 each, representing Rs. 35,000 of forfeited capital. Considering the small quantum of forfeited shares (14,000), Torrent Pharma proposes to cancel these shares. The AoA needs to be amended to allow the company to cancel forfeited shares. January 7-Mar-19 TORRENT Postal Ballot Management Approve cancellation of For For The details of forfeited 2019 - PHARMACEUTICALS 14,000 forfeited equity shares need to be shown in March LTD. shares the balance sheet till the time 2019 these shares are either re- issued or cancelled. Torrent pharma has 14,000 forfeited shares of face value Rs. 5 each, representing Rs. 35,000 of forfeited capital. Considering the small quantum of forfeited shares (14,000), Torrent Pharma proposes to cancel these shares.

143 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 7-Mar-19 TORRENT Postal Ballot Management Appoint Ms. Nayantara For For Ms. Nayantara Bali, 52, 2019 - PHARMACEUTICALS Bali (DIN: 03570657) as is co-owner and Director, March LTD. Independent Director for ANV Consulting Pte. Ltd. , 2019 three years Singapore, a management consulting company. Her appointment is in line with statutory requirements. January 8-Mar-19 BAJAJ FINANCE LTD. Postal Ballot Management To increase the borrowing For For As on 30 September 2018, 2019 - limit from Rs 1,000 bn to BFL had a debt of Rs. 738. March Rs 1,300 bn 2 bn as against a networth 2019 of Rs. 173. 7 bn. BFL is well capitalized - its overall capital adequacy ratio of 21. 4% is much higher than RBI’s minimum requirement of 15%. Debt levels in NBFCs are reined in by RBI’s capital adequacy requirements. January 8-Mar-19 BAJAJ FINANCE LTD. Postal Ballot Management Creation of charges/ For For The terms of borrowing, 2019 - mortgages on company’s interest rates etc. For March assets of Rs. 1,300 bn secured loans tend to 2019 be better than those for unsecured loans. January 8-Mar-19 BHARTI AIRTEL LTD. Postal Ballot Management Transfer the company’s For For Bharti Airtel has already 2019 - investment in Bharti divested part of its stake in March Infratel Limited to Bharti Infratel, in line with its 2019 wholly-owned subsidiary stated objective of monetizing Nettle Infrastructure their holding in the tower Investments Limited, business. The transfer of wholly-owned subsidiary shares to its wholly-owned subsidiary will enable further divestment of their stake in the tower infrastructure business to reduce debt and fund its expansion plans. The transfer is to a wholly-owned subsidiary and the exchange will be at fair market value. January 9-Mar-19 HERITAGE FOODS Postal Ballot Management Reappoint D. For Against D Seetharamaiah is a 2019 - LTD. Seetharamaiah (DIN: Chartered Accountant with March 00005016) as an over 50 years of experience. 2019 Independent Director for Recent changes in SEBI’s a term of five years from LODR require directors 1 April 2019 to 31 March having attained the age 2024 of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, D Seetharamaiah’s re-appointment requires shareholder approval: he is 93 years old. He has been on the board as an Independent Director since August 1992. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non- independent due to his long association with the company (tenure of over 10 years). If the company believes that it will benefit from him serving on the board, it must consider his re-appointment as a non- independent director. January 9-Mar-19 HERITAGE FOODS Postal Ballot Management Appoint Ms. Aparna For For Ms. Aparna Surabhi is a 2019 - LTD. Surabhi (DIN: 01641633) Chartered Accountant with March as an Independent over 25 years of experience 2019 Director for a term of five in auditing and consulting. years from 1 April 2019 to Her appointment is in line 31 March 2024 with statutory requirements.

144 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 9-Mar-19 HERITAGE FOODS Postal Ballot Management Reappoint Ms. N For Against N Bhuvaneshwari’s 2019 - LTD. Bhuvaneshwari (DIN: remuneration is open-ended March 00003741) as Managing with no cap on her overall 2019 Director for a term of five remuneration. However, we years from 1 April 2019 to estimate her remuneration 31 March 2024 and fix her to be around Rs. 63. 5 mn remuneration in FY19. Her remuneration is higher than that of peers and has outpaced profit growth of the company. Her remuneration was ~309x of the median employee remuneration in FY19. The cumulative remuneration estimated to be paid in FY19 to the two EDs is around Rs. 114. 3 mn which is ~18% of the net profit of FY18. January 9-Mar-19 HERITAGE FOODS Postal Ballot Management Reappoint Ms. N For Against N Brahmani’s remuneration 2019 - LTD. Brahmani (DIN: is open-ended with no cap March 02338940) as Executive on her overall remuneration. 2019 Director for a term of five However, we estimate her years from 1 April 2019 to remuneration to be around 31 March 2024 and fix her Rs. 50. 8 mn in FY19. Her remuneration remuneration is higher than that of peers and has outpaced profit growth of the company. Her remuneration was ~248x of the median employee remuneration in FY19. The cumulative remuneration estimated to be paid in FY19 to the two EDs is around Rs. 114. 3 mn which is ~18% of the net profit of FY18. January 11-Mar-19 BAJAJ AUTO LTD. Postal Ballot Management Approve Bajaj Auto For For The scheme will be 2019 - Employee Stock Option implemented either via March Scheme 2019 (ESOP primary issuance of shares 2019 2019) under which up or secondary acquisition to 5.0 mn stock options via trust route. In case the will be granted at market company issues fresh equity, price the maximum dilution for existing shareholders will be 1. 7%. The exercise price will be equivalent to the fair market value on date of grant; consequently, the cost impact of the scheme will be limited. January 11-Mar-19 BAJAJ AUTO LTD. Postal Ballot Management Extend the benefits of For For We do not encourage blanket 2019 - ESOP 2019 scheme approvals for extending stock March to eligible employees options to a potential future 2019 of holding (if any in the holding company, especially future) and subsidiary if it is a listed company. companies Employee pay must be aligned and linked to the performance of the company where they are directly responsible for driving the business. Notwithstanding, in Bajaj Auto Limited’s case, there is no holding company currently and creating a holding company in the future will be expensive. We expect the company to not extend the scheme to a holding company or its subsidiaries, if any of these are listed.

145 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 11-Mar-19 BAJAJ AUTO LTD. Postal Ballot Management Approve trust route for For For The company could 2019 - implementation of ESOP implement ESOP 2019 via March 2019 the trust route. The company 2019 and/or its subsidiaries may provide an interest free loan to the trust for purchases of equity shares. The loan will be repaid by the trust to the respective company once the trust receives the exercise price on exercise of stock options. January 11-Mar-19 N T P C LTD. Postal Ballot Management Capitalize general For For The bonus shares are 2019 - reserves and issue one being issued to improve March bonus share for every five stock liquidity and in line 2019 shares held with Guidelines on Capital Restructuring of CPSEs issued by Department of Investment & Public Asset Management (DIPAM). NTPC will be capitalizing general reserves of up to Rs 16. 49 bn from overall general reserves of Rs. 808. 3 bn (standalone basis) as on 31 March 2018. Post-bonus paid up share capital is expected to be around Rs 98. 9 bn consisting of 9. 89 bn equity shares of face value Rs 10 each. January 12-Mar-19 INFOSYS LTD. Postal Ballot Management Approve buyback of up to For For The maximum buyback price 2019 - 103.25 mn equity shares is at an 8. 14% premium March at a maximum price of to current market price. 2019 Rs. 800.0 per share The promoters cannot through the open market participate in the buyback route, for an aggregate as it is through the open consideration of up to Rs. market route. The buyback 82.6 bn will help return surplus funds to shareholders and will improve the return on equity and earnings per share by reduction in the equity base. January 12-Mar-19 INFOSYS LTD. Postal Ballot Management Reappoint Kiran For For Kiran Mazumdar-Shaw 2019 - Mazumdar-Shaw is the Lead Independent March (DIN : 00347229), as Director of Infosys. She is 2019 Independent director for Chairperson & Managing four years till 22 March Director of Biocon Ltd. , a 2023 biopharmaceutical company based in Bangalore, India. She is being reappointed till 22 March 2023, till she attains 70 years of age. She has attended 9 of 11 board meetings in FY18 and 9 of 11 board meetings till date in FY19. Her reappointment is in line with the statutory requirements.

146 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 13-Mar-19 ORIENT ELECTRIC Postal Ballot Management Approve Orient Electric For Against Under the scheme, the 2019 - LTD. Employees Stock Option company can grant stock March Scheme-2019, under options to the employees up 2019 which options exercisable to 1. 41% of the equity share into not more than 3.0 capital of the company. The mn equity shares will be stock options can be issued issued at significant discount (up to 20%) to the 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 a scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing options at a significant discount. Further, the amortized costs of the stock options are high (~10%) relative to annual profits of the company. January 13-Mar-19 ORIENT ELECTRIC Postal Ballot Management Approve extension For Against Through a separate 2019 - LTD. of the Orient Electric resolution the company March Employees Stock proposes to extend the 2019 Option Scheme-2019 to scheme to employees of employees of holding the holding and subsidiaries company and subsidiary companies. However, we do companies not favour schemes where the exercise price is at a significant discount to market price. January 15-Mar-19 SUPREME Postal Ballot Management Approve the continuation For For B. L. Taparia, 84, is a part 2019 - INDUSTRIES LTD. of B.L. Taparia (DIN: of the promoter group and March 00112438), as Non- has been associated with 2019 Executive Director and Supreme Industries for Chairperson liable to 42 years. He is the Non- retire by rotation Executive Chairperson of the company. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, B. L. Taparia’s appointment as Non-Executive Director requires shareholder ratification. His continuation is in line with the statutory requirements.

147 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 15-Mar-19 SUPREME Postal Ballot Management Approve the continuation For Against Y. P. Trivedi, 90, is Senior 2019 - INDUSTRIES LTD. of Y. P. Trivedi (DIN: Advocate of the Supreme March 00001879), as Court. He has been on the 2019 Independent Director board of Supreme Industries upto the expiry of his term for about 16 years. Recent on 16 September 2019 changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Y. P. Trivedi’s appointment as Independent Director requires shareholder ratification. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify Y. P. Trivedi as non-independent due to his long association with the company. If the company believes that it will benefit from Y. P. Trivedi serving on the board, it must propose his continuation as a Non- Independent director. January 15-Mar-19 SUPREME Postal Ballot Management Approve the continuation For Against B. V. Bhargava, 82, is former 2019 - INDUSTRIES LTD. of B.V. Bhargava MD – ICICI Bank Ltd. He March (DIN: 00001823), as has been on the board of 2019 Independent Director Supreme Industries for upto the expiry of his term about 22 years. Recent on 16 September 2019 changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, B. V. Bhargava’s appointment as Independent Director requires shareholder ratification. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify B. V. Bhargava as non-independent due to his long association with the company. If the company believes that it will benefit from B. V. Bhargava serving on the board, it must propose his continuation as a Non- Independent director.

148 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 15-Mar-19 SUPREME Postal Ballot Management Approve the continuation For Against N. N. Khandwala, 85, is 2019 - INDUSTRIES LTD. of N.N. Khandwala Trustee, Khar Education March (DIN: 00112603), as Society. He has been on the 2019 Independent Director board of Supreme Industries upto the expiry of his term for about 36 years. Recent on 16 September 2019 changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, N. N. Khandwala’s appointment as Independent Director requires shareholder ratification. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify N. N. Khandwala as non-independent due to his long association with the company. If the company believes that it will benefit from N. N. Khandwala serving on the board, it must propose his continuation as a Non-Independent director. January 19-Mar-19 GODREJ CONSUMER Postal Ballot Management To reappoint Adi Godrej For For Adi Godrej, promoter, is the 2019 - PRODUCTS LTD. (DIN: 00065964) Chairperson of Godrej Group. March as an Executive He was re-designated as the 2019 Director, designated as Chairperson Emeritus w. E. Chairperson Emeritus for F. May 2017, while Nisaba a further period of five Godrej took over as the years, w.e.f. 1 April 2019 Executive Chairperson. The and fix his remuneration company proposes to extend his tenure for a further period of five years. We estimate FY20 remuneration of Adi Godrej at Rs. 100. 8 mn. Adi Godrej’s remuneration is commensurate with size and has been aligned with the company’s performance in the past. Since Nisaba Godrej has taken over as the Executive Chairperson w. E. F. May 2017, we don’t anticipate substantial growth in his remuneration, going forward. The company must consider, providing a cap on the PLVR component or his overall pay. January 19-Mar-19 GODREJ CONSUMER Postal Ballot Management Appoint Sumeet Narang For For Sumeet Narang, 43, did his 2019 - PRODUCTS LTD. (DIN: 01874599) as an bachelor’s in Mechanical March Independent Director for Engineering from IIT 2019 a term of five years, w.e.f. Roorkee and Masters’ in 1 April 2019 Business from Harvard Business School and IIM Lucknow. He is Co-Founder of Samara Capital, an India focused investment firm. His appointment as an Independent Director for a term of five years meets all statutory requirements.

149 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 19-Mar-19 PIDILITE INDUSTRIES Postal Ballot Management Approve continuation of N For For N K Parekh represents the 2019 - LTD. K Parekh (DIN: 0011518) promoter family on the board March as Non-Executive Non- and is currently designated 2019 Independent Director as Vice-Chairperson. He has over 45 years of industry experience. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, N K Parekh’s continuation on the board requires shareholder approval: he is 81 years old. His continuation is in line with all statutory requirements. January 19-Mar-19 PIDILITE INDUSTRIES Postal Ballot Management Approve continuation For Against Bansidhar Mehta is currently 2019 - LTD. of Bansidhar Mehta Chief Mentor at Bansi. S. March (DIN: 00035019) as Mehta & Co. , Chartered 2019 Independent Director for Accountants. Recent the remainder of his term, changes in SEBI’s LODR ending on 24 September require directors having 2019 attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Bansidhar Mehta’s continuation on the board requires shareholder approval: he is 83 years old. He has been on the board since July 2000. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation as a non- independent director. January 22-Mar-19 U P L LTD. EGM Management Approve the continuation For Against (Ms. ) Sandra Rajnikant Shroff 2019 - of (Ms.) Sandra Rajnikant is the Vice Chairperson of the March Shroff (DIN: 00189012) company. Recent changes 2019 as a Non-Executive in SEBI’s LODR require Director till she retires by directors having attained the rotation age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, (Ms. ) Sandra Rajnikant Shroff continuation on the board requires shareholder approval: she is 77 years of age. She will retire by rotation. Sandra Shroff holds an executive position in UPL Management DMCC, a 100% foreign subsidiary of UPL Limited. From this entity, she was paid Rs. 80 mn as remuneration, which we believe is high. Further, that she receives remuneration from a subsidiary takes away UPL’s shareholders’ ability to vote on her remuneration. The promoter family remuneration aggregated Rs. 391 mn in FY18.

150 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 22-Mar-19 U P L LTD. EGM Management Approve the continuation For Against (Ms. ) Dr. Reena 2019 - of (Ms.) Dr. Reena Ramachandran is the former March Ramachandran (DIN: Chairperson, Hindustan 2019 00212371) as an Organics Chemical Ltd. Independent Director Recent changes in SEBI’s till the conclusion of the LODR require directors 2019 AGM having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, (Ms. ) Dr. Reena Ramachandran continuation on the board requires shareholder approval: she is 76 years of age. However, we observe that she has been on the board since October 2003. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify her as non-independent due to her long association (>10 years) with the company. If the company believes that it will benefit from her serving on the board, it must consider her continuation as a non- independent director. January 23-Mar-19 DR. REDDY'S Postal Ballot Management Approve the continuation For Against Dr. Bruce L A Carter, 2019 - LABORATORIES LTD. of Dr. Bruce L A Carter 75, is the former CEO, March (DIN: 02331774) for the Zymogenetics Inc. He has 2019 remainder of his term been on the company’s board and reappoint him as in an independent capacity an Independent Director since July 2008. We believe from 31 July 2019 to 30 that the length of tenure July 2022 is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation and re-appointment as a non- independent director.

151 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 24-Mar-19 ASHOK LEYLAND LTD. Postal Ballot Management To approve remuneration For For Vinod Dasari has resigned 2019 - payable to Vinod Dasari and will be relieved of his March (DIN: 00345657), duties on 31 March 2019. 2019 Managing Director & CEO There is no change in his for FY19 remuneration terms for FY19. Shareholders’ approval is sought as his FY19 remuneration may exceed 5% of profits on account of him exercising his ESOPs in FY19, the value which gets included in the perquisite value of his remuneration. His estimated FY19 remuneration is Rs. 180 mn. In addition, we estimate the aggregate perquisite value of the options exercised in FY19 at Rs. 1. 1 bn. While the quantum is high, these are ESOPs which have accumulated over years of service, the cost of which would have been amortized over the full vesting period. Vinod Dasari’s remuneration in the past has been aligned to company performance. January 25-Mar-19 TATA METALIKS LTD. EGM Management Approve issuance of For For The company proposes to 2019 - 2,797,000 equity shares use the proceeds (~Rs. 4 March at Rs. 642 per share and bn) for capacity expansion. 2019 3,492,500 convertible The issue price of Rs 642 is warrants at Rs. 642 per at a 3. 7% discount to current warrant to Tata Steel market price. The issuance Limited (promoter) on a / conversion will lead to a preferential basis dilution of 19. 9% for existing shareholders, which is high. We generally do not support warrants to promoters - if promoters later decide not to subscribe, it could have material implications for the company’s long-term plans. Nevertheless, we are making an exception to support this resolution because the promoter (Tata Steel Limited) is a listed institution and, in order to fund the capex for Tata Metaliks, we expect them to convert all warrants into equity shares. January 25-Mar-19 MINDA INDUSTRIES Postal Ballot Management Approve extension For For Through a separate 2019 - LTD. of UNOMINDA resolution the company March Employees Stock Option proposes to extend the 2019 Scheme-2019 (ESOS scheme to employees of the 2019) to employees of subsidiary companies. Minda subsidiary companies Industries does not have any listed subsidiaries. Our view on this resolution is linked to our opinion on resolution #1. January 25-Mar-19 MINDA INDUSTRIES Postal Ballot Management Increase borrowing limit For For Minda Industries proposes 2019 - LTD. from Rs. 5.0 bn to Rs. to increase its borrowing March 15.0 bn limits to fund its proposed 2019 capacity expansions and to accommodate its recent acquisition. The company has been judicious in raising debt in the past – we expect the company to raise debt judiciously and maintain its credit quality.

152 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 25-Mar-19 MINDA INDUSTRIES Postal Ballot Management Create charges/ For For The terms of borrowing, 2019 - LTD. mortgages on company’s interest rates etc. For March assets of Rs. 15.0 bn secured loans tend to 2019 be better than those for unsecured loans. January 25-Mar-19 MINDA INDUSTRIES Postal Ballot Management To increase the limit For For On 31 March 2018, the total 2019 - LTD. for investments / loans inter-corporate transactions March / guarantees provided amounted to approx. Rs 2019 to body corporate 8. 0 bn. With an approved (including associates and limit of Rs. 15. 0 bn, the subsidiaries) from Rs. company has sufficient 15.0 bn to Rs. 30.0 bn headroom available for further transactions with its subsidiaries, associate companies or other corporates. But, given the current expansion/ acquisition plans lined up by the company for the next 2-3 years, as an enabling resolution, it proposes to raise its inter-corporate transaction limit from Rs. 15. 0 bn to Rs. 30. 0 bn. Notwithstanding, the company must provide more clarity regarding these transactions – including names of subsidiaries or associates and the amount it is planning to invest in those entities - with the shareholders. January 25-Mar-19 MINDA INDUSTRIES Postal Ballot Management Approve UNOMINDA For For Under the scheme, the 2019 - LTD. Employees Stock Option company can grant stock March Scheme-2019 (ESOS options to the employees up 2019 2019) under which to 3. 0% of the equity share options exercisable into capital of the company. not more than 7.9 mn The vesting and exercise equity shares will be period will be determined issued by the NRC, but the vesting period will not be more than seven years. However, we understand that the company will endeavour to grant stock options at the market-linked formula driven price and that it does not intend to grant options at face value or at a significant discount to market price. January 27-Mar-19 LUMAX INDUSTRIES Postal Ballot Management Approve material related For For Lumax Auto Technologies 2019 - LTD. party transactions with Limited is a related entity. March Lumax Auto Technologies In FY18, the total value of 2019 Limited up to Rs. 4.5 bn the transactions was Rs. 2. for FY19 1 bn (13. 1% of standalone turnover). The transactions include purchase/sale of raw materials, finished goods, components, assets, capital goods, rent, rendering/ availing of services among others. While the quantum of increase sought is high (over 2x of the FY18 level), the transactions will be in the ordinary course of business and on arms’ length basis.

153 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 27-Mar-19 LUPIN LTD. Postal Ballot Management Approve the continuation For For (Ms. ) Manju D Gupta, 75, 2019 - of (Ms.) Manju D Gupta is the Chairperson of the March (DIN: 00209461) as Non- company. Recent changes 2019 Executive Director for the in SEBI’s LODR require remainder of her term directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, (Ms. ) Manju D Gupta’s continuation on the board requires shareholder approval. Her continuation is in line with statutory requirements. January 27-Mar-19 LUPIN LTD. Postal Ballot Management Approve the continuation For For Dr. Vijay Kelkar, 76, is the 2019 - of Dr. Vijay Kelkar former Finance Secretary March (DIN: 00011991) as of the Government of India. 2019 Independent Director for Recent changes in SEBI’s the remainder of his term LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Dr. Vijay Kelkar’s continuation on the board requires shareholder approval. He has been on the board for nine years (since January 2009). His continuation is in line with statutory requirements. We will classify him as Non- Independent once his overall tenure on the board exceeds ten years. January 27-Mar-19 LUPIN LTD. Postal Ballot Management Approve the continuation For Against R A Shah, 87, is the senior 2019 - of R A Shah (DIN: partner of Crawford Bayley March 00009851) as & Co. Recent changes 2019 Independent Director for in SEBI’s LODR require the remainder of his term directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, R A Shah’s continuation on the board requires shareholder approval. R A Shah has been on the board since October 2005. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation as a non- independent director.

154 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 27-Mar-19 LUPIN LTD. Postal Ballot Management Approve the continuation For Against Dr. K U Mada, 85, is an 2019 - of Dr. K U Mada economist. Recent changes March (DIN: 00011395) as in SEBI’s LODR require 2019 Independent Director for directors having attained the the remainder of his term age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Dr. K U Mada’s continuation on the board requires shareholder approval. Dr. K U Mada has been on the board since June 2001. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation as a non- independent director. January 28-Mar-19 NESCO LTD. Postal Ballot Management Approve continuation of For For Sudha Patel (DIN: 2019 - Sudha Patel as a Non- 00187055), 80, belongs to March Executive Director liable the promoter family. Recent 2019 to retire by rotation changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Sudha Patel’s appointment as Non- Executive Director requires shareholder ratification. Her continuation is in line with the statutory requirements. January 28-Mar-19 NESCO LTD. Postal Ballot Management Approve continuation of For Against KS Srinivasa Murty (DIN: 2019 - KS Srinivasa Murty as 00499663), 75, has served March an Independent Director at Hindustan Unilever and 2019 from 1 April 2019 up to 31 Quest International. Recent March 2024 changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, KS Srinivasa Murty’s continuation on the board requires shareholder approval. He has been on the board since July 2007. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation as a Non- Independent director.

155 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 28-Mar-19 NESCO LTD. Postal Ballot Management Reappointment of KS For Against KS Srinivasa Murty (DIN: 2019 - Srinivasa Murty as 00499663), 75, has served March Independent director for at Hindustan Unilever and 2019 five years from 01 April Quest International. He has 2019 up to 31 March 2024 been on the board for 11 years. We classify him as Non-Independent due to his prolonged association (>10 years) with the company. If the company believes it will benefit from his serving on the board, the company must consider his reappointment as a Non-Independent director. January 28-Mar-19 NESCO LTD. Postal Ballot Management Reappointment of For Against Mahendra Chouhan (DIN: 2019 - Mahendra Chouhan as 00187253) is chairman of March Independent Director for FINO Payment Bank. He 2019 five years from 01 April has been on the board for 2019 up to 31 March 2024 13 years. We classify him as Non-Independent due to his prolonged association (>10 years) with the company. If the company believes it will benefit from his serving on the board, the company must consider his reappointment as a Non-Independent director. January 28-Mar-19 NESCO LTD. Postal Ballot Management Reappointment of Jai For For Jai Diwanji (DIN: 00910410) 2019 - Diwanji as Independent is partner at Desai & Diwanji, March director as Independent law firm. He was appointed 2019 Director for five years as an Independent Director from 01 April 2019 up to in November 2012. His 31 March 2024 reappointment is in line with the statutory requirements. We will consider him non- independent once the aggregate tenure crosses 10 years. January 29-Mar-19 CADILA HEALTHCARE Postal Ballot Management Approve continuation For Against Humayun Dhanrajgir (DIN: 2019 - LTD. of Humayun Dhanrajgir 00004006) is the Former MD March as Independent Director of Lupin Laboratories. Recent 2019 for the remainder of his changes in SEBI’s LODR current term ending on 30 require directors having July 2019 attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Humayun Dhanrajgir’s continuation on the board requires shareholder approval: he is 82 years old. He has been on the board since August 2003. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider his continuation as a non- independent director.

156 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

January 29-Mar-19 CADILA HEALTHCARE Postal Ballot Management Reappoint Nitin Desai as For Against Nitin Desai (DIN: 00140239) 2019 - LTD. an Independent Director is Chairperson and MD of March for a period of five years Desai Brothers Limited. 2019 w.e.f the conclusion of the He was appointed as an AGM to be held in 2019 Independent Director in May 2011. We will consider him as non-independent, once his overall tenure on the board exceeds ten years. Further, he has attended 67% (4 of 6) board meetings in FY18 and 70% (14 of 20) meetings in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. January 29-Mar-19 ULTRATECH CEMENT Postal Ballot Management Approve the continuation For Against Girish Dave, 81, is an 2019 - LTD. of Girish Dave Advocate and Corporate March (DIN: 00036455) as Advisor and Partner, Dave 2019 Independent director till & Girish & Company, the end of his term on 5 Advocates. He has been August 2019 on the board for about 13 years. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, Girish Dave’s directorship as Independent Director requires shareholder ratification. We classify him as non-independent due to his long association of about 13 years with the company. If the company believes that it will benefit from his serving on the board, it must propose his continuation as a Non- Executive Non-Independent Director. Note: EGM: Extra Ordinary Meeting, NCM - NCLT Convened Meeting, AGM : Annual General Meeting, CCM: Court Convened Meeting, PB: Postal Ballot

157 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

INDEPENDENT AUDITOR’S REPORT TO THE BOARD OF DIRECTORS OF UNION TRUSTEE COMPANY PRIVATE LIMITED Report on the Financial Statements Opinion We have audited the accompanying financial statements of the under mentioned Close Ended Schemes (“the Schemes”) of Union Mutual Fund which comprise the Balance Sheets as at the dates mentioned below, the Revenue Accounts and the Cash Flow Statements for the period/year ended as per dates mentioned below and a summary of the significant accounting policies and other explanatory information. Name of the Scheme Period / Year covered for Revenue Account and Cash Flow Statement Balance Sheet date Union Capital Protection Oriented Fund-Series 6 April 1, 2018 to April 3, 2018 April 3, 2018(till Maturity date) Union Capital Protection Oriented Fund-Series 7 April 1, 2018 to March 31, 2019 March 31, 2019 Union Capital Protection Oriented Fund-Series 8 April 1, 2018 to March 31, 2019 March 31, 2019 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 as amended (the “SEBI Regulations”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. a) in the case of the Balance Sheets, of the state of affairs of the Schemes as at the dates mentioned above; b) in the case of the Revenue Accounts, of the Net Surplus of the Schemes for the period / year ended on that date; and c) in the case of the Cash Flow Statements, of the cash flows of the Schemes for the period / year ended on that date. Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India (“ICAI”). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. In conducting our audit we have taken into account the provisions of the SEBI Regulations, the accounting standards issued by the ICAI, as applicable, and matters which are required to be included in the audit report under the provisions of the SEBI Regulations. We are independent of the Schemes in accordance with the ethical requirements that are relevant to our audit of the financial statements, and we have fulfilled our other responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Sr. No. Key Audit Matter Auditor’s Response 1. Valuation and existence of Investments: Principal audit procedures performed: The valuation and existence of the portfolio We gained an understanding of the internal control structure and operating effectiveness of key controls surrounding valuation of investments is considered as a key audit and existence of investments. matter due to the magnitude of potential We tested the valuation of the investments by comparing the prices used in the calculation of the Fund NAV from following misstatement as the portfolio of sources: investments represents the principal • prices obtained from independent sources; element of the net asset of the Scheme. • security level prices received from agencies approved by Association of Mutual Funds in India (“AMFI”); and • verification of amortisation calculation for debt securities having 60 or less days to maturity. We tested the existence of the Investments by obtaining and reconciling the direct confirmations of the holdings from following sources: • Custodian of the Scheme • Reserve Bank of India • Clearing Corporation of India Limited We agreed the holdings as per above confirmations with the Scheme's accounting records. We have obtained and reviewed the reconciliations for the cases where differences were observed. 2. Multiple Information Technology (IT) Principal audit procedures performed: Systems We involved our IT specialists to obtain an understanding of the entity’s IT related control environment. Furthermore, we The controls over IT Systems and the conducted an assessment and identified key IT applications, databases and operating systems that are relevant to our audit and operating effectiveness thereof is have identified key applications relevant for financial reporting. considered as a key audit matter as the For the key IT systems pertaining to financial reporting, our areas of audit focus included Access Security (including controls over Schemes are highly dependent on privileged access), program change controls, database management and network operations. technology due to the significant number of We obtained an understanding of the entity’s IT control environment and key changes during the audit period that may be transactions that are processed daily and relevant to the audit. discrete IT Systems used. The audit approach relies extensively on automated We tested the design, implementation and operating effectiveness of the Entity’s General IT controls over the key IT systems that controls and therefore on the effectiveness are critical to financial reporting. This included evaluation of entity’s controls to evaluate segregation of duties and access rights of controls over IT systems. being provisioned / modified based on duly approved requests, access for exit cases being revoked in a timely manner and access of all users being re-certified during the period of audit. IT application controls are critical to ensure that changes to applications and underlying We also tested key automated and manual business cycle controls and logic for system generated reports relevant to the audit; data are made in an appropriate manner. including testing of compensating controls or performed alternate procedures to assess whether there were any unaddressed IT risks that would materially impact the financial statements.

158 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

INDEPENDENT AUDITOR’S REPORT Information Other than the Financial Statements and Auditor’s Report Thereon • The Managements of Union Trustee Company Private Limited (“the Trustee”) and Union Asset Management Company Private Limited (“the AMC”) are responsible for the other information. The other information comprises the Trustee Report of Union Mutual Fund, but does not include the financial statements and our auditor’s report thereon. • Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. • In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. • If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management for the Financial Statements The Trustee and the AMC are responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Schemes in accordance with accounting policies and standards as specified in the Ninth Schedule of the SEBI Regulations including the Accounting Standards issued by the Institute of Chartered Accountants of India, and in accordance with the accounting principles generally accepted in India. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the SEBI Regulations for safeguarding the assets of the Schemes and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Trustee and the AMC are responsible for assessing the Scheme’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Scheme or to cease operations, or has no realistic alternative but to do so. The Managements of the Trustee and the AMC are responsible for overseeing the Scheme’s financial reporting process. Auditors’ Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Scheme’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Scheme’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Scheme to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Regulatory Requirements 1. As required by SEBI Regulation 55 and Clause 5 of the Eleventh Schedule to the SEBI Regulations, we report that : (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) the Balance Sheets, the Revenue Accounts and the Cash Flow Statements dealt with by this report are in agreement with the books of account of the Scheme; and (c) the financial statements have been prepared in accordance with accounting policies and standards as specified in the Ninth Schedule of the SEBI Regulations. 2. As required by Clause 2 (ii) of Eighth Schedule of the SEBI Regulations, we report that, Non-traded securities have been valued following the “Principles of Fair Valuation” approved by the Board of Directors of the Trustee and the AMC. In our opinion, these valuations are fair and reasonable. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) R. Laxminarayan Partner (Membership No. 33023) Mumbai, June 27, 2019

159 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

BALANCE SHEET OF CLOSED ENDED SCHEMES

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 Schedule As at As at As at As at As at As at April 3, 2018 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Rupees Rupees Rupees Rupees Rupees Rupees LIABILITIES Unit capital 1 1,026,298,100 1,026,298,100 3,085,757,170 3,188,444,690 3,099,093,990 3,155,780,500 Reserves and surplus 2 132,815,175 133,337,271 459,113,281 190,182,591 250,826,583 68,898,491 Current liabilities and provisions 3 1,323,585 2,976,501 6,136,771 5,945,883 7,446,441 5,092,754 1,160,436,860 1,162,611,872 3,551,007,222 3,384,573,164 3,357,367,014 3,229,771,745 ASSETS Investments 4 1,159,651,513 1,125,253,354 2,991,142,954 3,113,299,726 2,805,831,425 2,730,539,227 Deposits 5 - - 100,000 - 100,000 - Other current assets 6 785,347 37,358,518 559,764,268 271,273,438 551,435,589 499,232,518 1,160,436,860 1,162,611,872 3,551,007,222 3,384,573,164 3,357,367,014 3,229,771,745

Significant Accounting Policies & Notes to Accounts 8

In terms of our report attached

For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018

R. Laxminarayan Mr. K. Madhavakumar Dr. K. Cherian Varghese Mr. Gopal Singh Gusain Mr. S. C. Gupta Partner Director Director Director Director Membership No. 33023 G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer

Parijat Agrawal Devesh Thacker Head-Fixed Income Fund Manager

Anshul Mishra Fund Manager

Place : Mumbai Place : Mumbai Place : Mumbai Date : June 27, 2019 Date : June 27, 2019 Date : June 25, 2019

160 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

REVENUE ACCOUNT OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 Schedule For the period For the For the For the For the For the period April 01, 2018 to year ended year ended year ended year ended Sept 08, 2017 to April 03, 2018 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Rupees Rupees Rupees Rupees Rupees Rupees INCOME AND GAINS: Increase/(Decrease) in unrealised appreciation in value of investments and derivatives in securities - (560,630) 135,222,413 49,266,000 45,366,106 27,881,213 Dividend ------Interest 7 337,756 84,179,935 234,978,922 227,778,280 226,304,198 124,198,229 Profit on sale / redemption of investments in securities (other than inter-scheme transfer/sale) - net - - - - 9,193 - Other income (Refer Schedule 7 - Note 24) - - 1,411 - - - Total (A) 337,756 83,619,305 370,202,746 277,044,280 271,679,497 152,079,442 EXPENSES AND LOSSES: Increase/(Decrease) in provision for depreciation in value of investments and derivatives in securities - (64,783,600) 14,838,050 26,734,700 13,184,100 41,838,100 Loss on sale / redemption of investments in securities (other than inter-scheme transfer / sale) - net - 33,248,510 1,209,016 - - - Management fees 85,437 23,723,268 50,218,620 37,932,807 44,242,197 21,370,076 Goods and Services Tax (including related Cess) on Management fees 15,378 4,103,671 9,039,350 6,602,374 7,963,598 3,846,612 Trusteeship fees 590 7,038 7,080 7,038 7,080 4,130 Registrar and Transfer Agents fees and expenses 1,837 317,064 1,273,585 1,365,541 1,276,688 828,343 Commission to agents 25 1,516 16,101,397 27,162,863 19,847,843 14,074,011 Audit fees 61,013 122,708 115,640 119,675 122,394 79,892 Custodian fees - 60,009 191,081 187,301 184,908 82,046 Investor education and awareness 1,906 224,642 676,525 663,820 650,035 360,880 Other operating expenses 42,108 867,101 658,879 532,358 491,695 964,598 Less: Expenses receivable from Asset Management Company - - - (76,802) - (267,737) Total (B) 208,294 (2,108,073) 94,329,223 101,231,675 87,970,538 83,180,951 Net Surplus for the year / period (C=A-B) 129,462 85,727,378 275,873,523 175,812,605 183,708,959 68,898,491 Add/ (Less): Income Equalisation (D) - - (5,861,377) - (1,656,748) - Transfer to Unrealised Appreciation Reserve (E) - 560,630 (135,222,413) (49,266,000) (45,366,106) (27,881,213) Transfer from Retained Surplus (F) 133,337,271 - - - - - Available Surplus for appropriation (C+D+E+F) 133,466,733 86,288,008 134,789,733 126,546,605 136,686,105 41,017,278 Appropriation Income Distributed 434,673 - - - - - Tax on income distributed 216,885 - - - - - Retained Surplus carried forward to Balance sheet 132,815,175 86,288,008 134,789,733 126,546,605 136,686,105 41,017,278 Significant Accounting Policies & Notes to Accounts 8 In terms of our report attached For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018 R. Laxminarayan Mr. K. Madhavakumar Dr. K. Cherian Varghese Mr. Gopal Singh Gusain Mr. S. C. Gupta Partner Director Director Director Director Membership No. 33023 G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer Parijat Agrawal Devesh Thacker Head-Fixed Income Fund Manager Anshul Mishra Fund Manager Place : Mumbai Place : Mumbai Place : Mumbai Date : June 27, 2019 Date : June 27, 2019 Date : June 25, 2019

161 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

CASH FLOW STATEMENT OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED MARCH 31, 2019 Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 For the period For the For the For the For the For the period April 01, 2018 to year ended year ended year ended year ended Sept 08, 2017 to April 03, 2018 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Rupees Rupees Rupees Rupees Rupees Rupees A. Cashflow from Operating Activity Net Surplus for the year / period including Unrealised Appreciation in value of Investments 129,462 85,727,378 275,873,523 175,812,605 183,708,959 68,898,491 Add \ (Less): Increase/(Decrease) in unrealised appreciation in value of investments and derivatives in securities - 560,630 (135,222,413) (49,266,000) (45,366,106) (27,881,213) Add \ (Less): Increase/(Decrease) in provision for depreciation in value of investments and derivatives in securities - (64,783,600) 14,838,050 26,734,700 13,184,100 41,838,100 Add / (Less): Write back of Provisions ------Operating Surplus / (Deficit) Before Working Capital Changes 129,462 21,504,408 155,489,160 153,281,305 151,526,953 82,855,378 Adjustments for:- (Increase)/Decrease in Other Current Assets - 5,756,277 (289,476,189) (78,647,098) (45,011,006) (498,905,991) (Increase)/Decrease in Deposits - - (100,000) - (100,000) - (Increase)/Decrease in Investments - 1,012,810,910 80,215,379 (919,837,550) (59,172,120) (2,695,282,387) Increase/(Decrease) in Current Liabilities and Provisions (1,652,916) 560,781 190,888 (271,833) 2,353,688 5,092,754 Net Cash Generated From / (used in) Operating Activities (A) (1,523,454) 1,040,632,376 (53,680,762) (845,475,176) 49,597,515 (3,106,240,246) B. Cashflow from Financing Activities Proceeds / (Repayment) on Issue / (Repurchase) of Units - - (102,687,520) - (56,686,510) 3,155,780,500 Increase/(Decrease) in Unit Premium - - (1,081,456) - (124,119) - Increase/(Decrease) in Income equalisation - - (5,861,377) - (1,656,748) - Dividend Paid during the year/ period (including dividend tax paid) (651,558) - - - - - Net Cash Generated From / (used in) Financing Activities ( B ) (651,558) - (109,630,353) - (58,467,377) 3,155,780,500 Net Increase/(Decrease) in Cash & Cash Equivalents (A+B) (2,175,012) 1,040,632,376 (163,311,115) (845,475,176) (8,869,862) 49,540,254 Cash and Cash Equivalents as at the beginning of the period 1,162,611,136 121,978,760 283,262,650 1,128,737,826 49,540,254 - Cash and Cash Equivalents as at the close of the period 1,160,436,124 1,162,611,136 119,951,535 283,262,650 40,670,392 49,540,254 Net Increase/(Decrease) in Cash & Cash Equivalents (2,175,012) 1,040,632,376 (163,311,115) (845,475,176) (8,869,862) 49,540,254 Components of cash and cash equivalents With Banks - in current account (Refer Schedule 6) 784,611 37,357,782 154,015 1,139,374 7,518,593 326,527 Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREPS) (Refer Schedule 4) 1,159,651,513 1,125,253,354 119,797,520 282,123,276 33,151,799 49,213,727 1,160,436,124 1,162,611,136 119,951,535 283,262,650 40,670,392 49,540,254 In terms of our report attached For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018 R. Laxminarayan Mr. K. Madhavakumar Dr. K. Cherian Varghese Mr. Gopal Singh Gusain Mr. S. C. Gupta Partner Director Director Director Director Membership No. 33023 G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer Parijat Agrawal Devesh Thacker Head-Fixed Income Fund Manager Anshul Mishra Fund Manager Place : Mumbai Place : Mumbai Place : Mumbai Date : June 27, 2019 Date : June 27, 2019 Date : June 25, 2019

162 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

Union Capital Protection Oriented Fund - Series 6 Union Capital Protection Oriented Fund - Series 7 As at April 3, 2018 As at March 31, 2018 As at March 31, 2019 As at March 31, 2018 Units Rupees Units Rupees Units Rupees Units Rupees SCHEDULE 1 : UNIT CAPITAL Initial Capital (Unit Capital raised during New Fund Offer) Units of Rs.10 each fully paid up 102,629,810 1,026,298,100 102,629,810 1,026,298,100 318,844,469 3,188,444,690 318,844,469 3,188,444,690 Outstanding Unit Capital Dividend Option/ Dividend Payout Option Opening Balance - - - - 2,497,069 24,970,690 - - Add: Issued during the year / period - during new fund offer ------2,497,069 24,970,690 Less: Repurchased during the year - - - - 100,000 1,000,000 - - Unit Capital at the end of the year / period - - - - 2,397,069 23,970,690 2,497,069 24,970,690 Direct Plan - Dividend Option/ Direct Plan - Dividend Payout Option Opening Balance 501,000 5,010,000 501,000 5,010,000 58,500 585,000 - - Add: Issued during the year / period - during new fund offer ------58,500 585,000 Less: Repurchased during the year ------Unit Capital at the end of the year / period 501,000 5,010,000 501,000 5,010,000 58,500 585,000 58,500 585,000 Growth Option Opening Balance 5,082,210 50,822,100 5,082,210 50,822,100 305,239,546 3,052,395,460 - - Add: Issued during the year / period - during new fund offer ------305,239,546 3,052,395,460 Less: Repurchased during the year (Refer Schedule 8 - Note 1) - - - - 10,155,252 101,552,520 - - Unit Capital at the end of the year/period 5,082,210 50,822,100 5,082,210 50,822,100 295,084,294 2,950,842,940 305,239,546 3,052,395,460 Direct Plan Growth Option Opening Balance 97,046,600 970,466,000 97,046,600 970,466,000 11,049,354 110,493,540 - - Add: Issued during the year / period - during new fund offer ------11,049,354 110,493,540 Less: Repurchased during the year (Refer Schedule 8 - Note 1) - - - - 13,500 135,000 - - Unit Capital at the end of the year / period 97,046,600 970,466,000 97,046,600 970,466,000 11,035,854 110,358,540 11,049,354 110,493,540 Total under all options Opening Balance 102,629,810 1,026,298,100 102,629,810 1,026,298,100 318,844,469 3,188,444,690 - - Add: Issued during the year / period - during new fund offer ------318,844,469 3,188,444,690 Less: Repurchased during the year - - - - 10,268,752 102,687,520 - - Unit Capital at the end of the year / period 102,629,810 1,026,298,100 102,629,810 1,026,298,100 308,575,717 3,085,757,170 318,844,469 3,188,444,690

163 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

Union Capital Protection Oriented Fund - Series 8 As at March 31, 2019 As at March 31, 2018 Units Rupees Units Rupees SCHEDULE 1 : UNIT CAPITAL Initial Capital (Unit Capital raised during New Fund Offer) Units of Rs.10 each fully paid up 315,578,050 3,155,780,500 315,578,050 3,155,780,500 Outstanding Unit Capital Dividend Option/ Dividend Payout Option Opening Balance 380,900 3,809,000 - - Add: Issued during the year / period - during new fund offer - - 380,900 3,809,000 Less: Repurchased during the year - - - - Unit Capital at the end of the year / period 380,900 3,809,000 380,900 3,809,000 Direct Plan - Dividend Option/ Direct Plan - Dividend Payout Option Opening Balance - - - - Add: Issued during the year / period - during new fund offer - - - - Less: Repurchased during the year - - - - Unit Capital at the end of the year / period - - - - Growth Option Opening Balance 311,429,650 3,114,296,500 - - Add: Issued during the year / period - during new fund offer - - 311,429,650 3,114,296,500 Less: Repurchased during the year (Refer Schedule 8 - Note 1) 5,668,651 56,686,510 - - Unit Capital at the end of the year/period 305,760,999 3,057,609,990 311,429,650 3,114,296,500 Direct Plan Growth Option Opening Balance 3,767,500 37,675,000 - - Add: Issued during the year / period - during new fund offer - - 3,767,500 37,675,000 Less: Repurchased during the year (Refer Schedule 8 - Note 1) - - - - Unit Capital at the end of the year / period 3,767,500 37,675,000 3,767,500 37,675,000 Total under all options Opening Balance 315,578,050 3,155,780,500 - - Add: Issued during the year / period - during new fund offer - - 315,578,050 3,155,780,500 Less: Repurchased during the year 5,668,651 56,686,510 - - Unit Capital at the end of the year / period 309,909,399 3,099,093,990 315,578,050 3,155,780,500

164 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund -Series 8 As at As at As at As at As at As at April March March March March March 3, 2018 31, 2018 31, 2019 31, 2018 31, 2019 31, 2018 Rupees Rupees Rupees Rupees Rupees Rupees SCHEDULE 2 : RESERVES AND SURPLUS Unit Premium Reserve Opening balance ------Net premium on issue /redemption of units during the year / period - - (1,081,456) - (124,119) - Closing balance - - (1,081,456) - (124,119) - Income Equalisation Reserve Income Equalisation Reserve on issue /redemption of units during the year - - (5,861,377) - (1,656,748) - Transfer to Revenue account - - 5,861,377 - 1,656,748 - Closing balance ------Retained Surplus/(Deficit) Opening Balance 133,337,271 47,049,263 140,916,591 14,369,986 41,017,278 - Transfer to Revenue account (133,337,271) - - - - - Surplus/(Deficit) transferred from Revenue Account 132,815,175 86,288,008 134,789,733 126,546,605 136,686,105 41,017,278 Closing balance 132,815,175 133,337,271 275,706,324 140,916,591 177,703,383 41,017,278 Unrealised Appreciation Reserve Opening balance - 560,630 49,266,000 - 27,881,213 - Net change in unrealised appreciation reserve in value of investments and Derivatives transferred from Revenue Account - (560,630) 135,222,413 49,266,000 45,366,106 27,881,213 Closing balance - - 184,488,413 49,266,000 73,247,319 27,881,213 Total 132,815,175 133,337,271 459,113,281 190,182,591 250,826,583 68,898,491 SCHEDULE 3 : CURRENT LIABILITIES & PROVISIONS Management fees payable 275,222 2,111,817 4,340,339 3,851,693 5,243,913 3,019,653 Other current liabilities and provisions 592,107 845,007 1,737,497 2,036,904 1,945,954 2,018,443 Investor education & awareness payable 21,583 19,677 58,935 57,286 56,574 54,658 Payable for distributed income 434,673 - - - - - Refund payable to investors - - - - 200,000 - Total 1,323,585 2,976,501 6,136,771 5,945,883 7,446,441 5,092,754 Market/Fair value Market/Fair value Market/Fair value SCHEDULE 4 : INVESTMENTS Debentures and Bonds (Listed) - - 2,862,378,550 2,831,176,450 2,766,149,700 2,681,325,500 Treasury Bills - - 8,966,884 - 6,529,926 - Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREPS) 1,159,651,513 1,125,253,354 119,797,520 282,123,276 33,151,799 49,213,727 Total 1,159,651,513 1,125,253,354 2,991,142,954 3,113,299,726 2,805,831,425 2,730,539,227 SCHEDULE 5 : DEPOSITS Deposit with Institutions (Margin money with The Clearing Corporation of India Ltd.) - - 100,000 - 100,000 - Total - - 100,000 - 100,000 - SCHEDULE 6 : OTHER CURRENT ASSETS Balances with banks in current account 784,611 37,357,782 154,015 1,139,374 7,518,593 326,527 Option premium paid - 504,517,088 216,891,000 407,999,700 362,640,713 Outstanding and accrued income - - 55,017,265 52,938,562 135,917,296 135,997,541 Receivable from Asset Management Company - - - 76,802 - 267,737 Other receivables 736 736 75,900 227,700 - - Total 785,347 37,358,518 559,764,268 271,273,438 551,435,589 499,232,518 For the period For the year For the year For the year For the year For the period April 01, 2018 to ended March ended March ended March ended March Sept 8,2017 to April 03, 2018 31, 2018 31, 2019 31, 2018 31, 2019 March 31,2018 Rupees Rupees Rupees Rupees Rupees Rupees SCHEDULE 7 : INTEREST Interest on debt, money market instruments and deposits - 72,627,601 227,774,859 210,883,879 223,151,577 103,149,453 Interest on Reverse Repo / CBLO / Triparty Repo 337,756 11,552,334 7,204,063 16,894,401 3,152,621 21,048,776 Total 337,756 84,179,935 234,978,922 227,778,280 226,304,198 124,198,229

165 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1. Background Union Mutual Fund (‘the Fund’) is sponsored by Union Bank of India and Dai-ichi Life Holdings, Inc. and is constituted as a Trust under the Indian Trusts Act, 1882 with Union Trustee Company Private Limited (‘the Trustee Company’) as the Trustee. In conformity with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, and amendments thereto, Union Asset Management Company Private Limited (‘the AMC’) has been set up to act as the Asset Management Company to the Fund. Union Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India acquired the entire shareholding held by KBC Participations Renta in Union Asset Management Company Private Limited and Union Trustee Company Private Limited on September 20, 2016 and was the sole Sponsor of Union Mutual Fund till May 16, 2018. Subsequently, pursuant to the Investment and Subscription Agreement between Union Bank of India, Dai-ichi Life Holdngs, Inc. and Union Asset Management Company Private Limited, Dai-ichi Life Holdings, Inc. had on May 17, 2018, invested in Union Asset Management Company Private Limited, through Compulsorily Convertible Preference Shares (“CCPS”), subject to relevant terms and conditions. Pursuant to this investment Union Bank of India and Dai-ichi Life Holdings, Inc. have become Co-sponsors of Union Mutual Fund.

Scheme Name* Key features** Investment objectives

Union Capital Protection Close-ended capital protection oriented scheme allotted on March 30, The investment objective of the Scheme is to seek capital protection on Oriented Fund - Series 6 2015, matured on April 3, 2018The scheme offers the following maturity by investing in fixed income securities maturing on or before the plans/options: tenure of the scheme and seeking capital appreciation by investing in • Regular Plan - Growth Option equity and equity related instruments. • Regular Plan - Dividend Option • Direct Plan - Growth Option • Direct Plan - Dividend Option

Union Capital Protection Close-ended capital protection oriented scheme allotted on February The investment objective of the Scheme is to seek capital protection on Oriented Fund - Series 7 28, 2017, maturing on March 2, 2020The scheme offers the following maturity by investing in fixed income securities maturing on or before the plans/options: tenure of the scheme and seeking capital appreciation by investing in • Regular Plan - Growth Option equity and equity related instruments. • Regular Plan - Dividend Option • Direct Plan - Growth Option • Direct Plan - Dividend Option

Union Capital Protection Close-ended capital protection oriented scheme allotted on September The investment objective of the Scheme is to seek capital protection on Oriented Fund - Series 8 8, 2017, maturing on September 11, 2020The scheme offers the maturity by investing in fixed income securities maturing on or before the following plans/options: tenure of the scheme and seeking capital appreciation by investing in • Regular Plan - Growth Option equity and equity related instruments. • Regular Plan - Dividend Option • Direct Plan - Growth Option • Direct Plan - Dividend Option

*Presentation of these separate Balance sheets and Revenue accounts in a columnar form is not intended to indicate that they bear any relation to each other, or are interdependent or comparable in any way. All the above schemes have been collectively referred to as "Schemes". **In case the maturity date falls on a holiday, as per Scheme Information Document the maturity date will be the next working day. All the Schemes are listed on the NSE.

166 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

2. Significant accounting policies A i) Basis of Accounting The financial statements are prepared and presented on the accrual basis of accounting, under the historical cost convention, except for investments which are valued based on principles of fair valuation, in accordance with the accounting policies and standards specified in the Ninth Schedule of SEBI (Mutual Funds) Regulations, 1996 and amendments thereto, as applicable. ii) Use of Estimates: The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (‘GAAP’) requires the Management to make estimates and assumptions that affect the reported amounts of assets and liabilities as at the date of the financial statements and the reported amount of revenues and expenses during the reported period. The estimates and the assumptions used in the accompanying financial statements are based upon the Management’s evaluation of relevant facts and circumstances as at the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying financial statements. Any revision to accounting estimates is recognised prospectively in the current and future periods. B Computation of net asset value a) The net asset values of the units of the schemes is determined separately for the units issued under the various Options. b) For reporting the net asset values within the portfolio, the scheme’s daily income earned, including realized profit or loss and unrealized gain or loss in the value of investments, and expenses incurred, are allocated to the related options in proportion to their respective daily net assets (net assets of previous day plus subscription and reduced by redemption for the day) of the Option. C Revenue recognition a. Dividend income is accrued on ex-dividend date. b. Interest is recognized on a day to day basis as it is earned. c. Appreciation/depreciation in value of investment in securities is computed category wise, wherein the carrying cost is compared with the market/fair value and the resultant change in provision for depreciation in value of investments is charged to Revenue account. The resultant change in unrealized appreciation in value of investment, if any, is credited to income in revenue account and then transferred to the unrealized appreciation reserve. Such unrealized appreciation in value of investment is reduced before arriving at the distributable surplus. d. Profit or loss on sale/redemption of investments is determined on the basis of the weighted average cost method. e. In respect of discounted securities, the discount to redemption value is amortized and recognized as interest income equally over the period to redemption. f. Income on Non-Performing Assets (NPA) is recognised on realisation. D Expenses a. Expenses are accounted on an accrual basis. b. Expenses (other than management fees) are disclosed inclusive of Goods & Services Tax. c. Investor education and awareness expenses are accrued at the rate of 0.02% on daily net assets within the maximum limit of total expenses as per the SEBI Regulations. d. The Direct Plans have a lower expense ratio as no commission is paid from such plans. e. The common expenses are allocated to schemes as per the method considered appropriate by the Trustee and AMC. f. The additional expense ratio is charged on regular plans of the schemes in accordance with the SEBI MF Regulations and the guidelines prescribed by the Association of Mutual Funds in India (AMFI) on sales from beyond Top 30/ Top 15 viz. B30/B15 cities. This additional accrual is credited to separate account and is used only for payment of distribution expenses such as commission, etc. The commission paid is clawed back proportionately for units redeemed within 1 year of investment. g. Based on SEBI (Mutual Funds) (Second Amendment) Regulations, 2018 w.e.f. 30 May 2018, additional expenses under sub regulation 6A(c) of Regulation 52 have been reduced to 0.05 percent from 0.20 percent of daily net assets of the scheme and accordingly the same has been given effect in the books of accounts. h. Cost of borrowings for meeting redemption liability is adjusted against the portfolio yield of the scheme and borrowing costs in excess of portfolio yield, if any, is borne by the Asset Management Company (AMC). E Investments a. Transactions for purchase and sale of investments are recorded on trade dates. b. The cost of investments includes all costs incurred in acquiring the investments and incidental to acquisition of investments e.g. brokerage, transaction costs, Clearing Corporation of India Ltd.(CCIL) charges and any other charges customarily included in the broker’s note (incurred for the purpose of execution of trade and is included in the cost of investment and does not exceed 0.12 % of transaction value in case of cash market transactions and 0.05% of transaction value in case of derivative transactions).In case of transaction cost exceeding the said limit, the same is charged to schemes within the SEBI specified limits. c. Bonus entitlements are recognised on ex-bonus dates. Subdivision of face value is recognised on Ex-subdivision date. d. Rights entitlements are recognised on ex-right dates. e. On purchase of interest bearing investments, interest paid for the period from the last interest due date up to the date of purchase is not treated as a cost of purchase but is treated as interest recoverable. Similarly, interest received at the time of sale for the period from the last interest due date up to the date of sale is not treated as part of sale value but is treated as interest recovered. f. An asset is classified as non-performing, if the interest and/or principal amount have not been received or remained outstanding for one quarter from the day such income / installment has fallen due. However, the AMC reserves the right to classify an asset as a Non Performing Asset earlier than period stated above. F Valuation of Investments Principles of Fair Valuation of Securities: SEBI has mandated AMCs to put in place a policy framework for valuing each type of security / asset on the principles of fair valuation with the objective of ensuring fair treatment to all investors and pursuant to the same the AMC has framed policies for fair valuation of securities considering the best practice guidelines issued by AMFI and the said policies have been adopted by the Board of AMC and Trustee Company. 1. Equity & equity related instruments: Traded: Traded equity securities are valued at the last quoted closing price on the Principal Stock Exchange i.e. National Stock Exchange (NSE). When on a particular valuation day, the equity security(s) has not been traded on NSE, the value at which it is traded on another stock exchange is used, provided it is not more than thirty days prior to the valuation date. Futures and Options As at the Balance Sheet date / date of determination, all open futures or option positions are valued at the closing price as determined by the exchange where it is traded. Market values of traded open futures and option contracts is determined, with respect to the exchange on which they were contracted originally, i.e., a future or an option contracted on the National Stock Exchange (NSE) would be valued at the closing price on the NSE and price of the (BSE) if it has been contracted on the BSE. In case there is no trade on the valuation day then the same is valued at settlement prices. 2. Debt and Money Market Instruments (Other than Government Securities and Treasury Bills) - maturity greater than 60 days: All the instruments having residual maturity greater than 60 days are valued as per AMFI Best Practices Guideline, at the average of prices provided at scrip level by the rating agencies suggested by AMFI, currently, CRISIL and ICRA on a daily basis. In case of new security purchases for which prices are not provided by CRISIL and ICRA (on the purchase date), valuation shall be carried out at amortization on a straight-line basis to maturity from cost or purchase price on trade date for discounted instruments and at purchase price on trade date for coupon bearing instruments.

167 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

3. Debt and Money Market Instruments (Other than Government Securities and Treasury Bills): - maturity up to 60 days: All Traded / Non-Traded / Thinly Traded Debt and Money Market Instruments with residual maturity of upto sixty days are valued on a straight line amortisation basis to maturity from cost or last valuation price whichever is most recent. CRISIL and ICRA, the rating agencies provide the matrix of spread over the risk free benchmark yield curves for such securities which are aggregated and averaged on a daily basis to arrive at the reference price. The reference price is then compared with the amortized price. The amortized price is used for valuation as long as it is within ±0.10% of the reference price. In case the amortized value is outside the above range, the YTM of the security is adjusted to bring the price within the ±0.10% range of reference price so as to reflect fair value.The spread i.e. difference between the purchase yield and the benchmark yield provided by rating agencies, fixed on the date of purchase of the security, would be changed by the AMC only if the security is traded by the scheme. Fund Manager would re-evaluate the change in the spread due to any event other than trade in the security, viz., change in credit rating / credit profile of the issuer and approved by the valuation committee. 4. Government Securities and Treasury Bills - the sovereign securities are valued as follows: a. Government Securities and Treasury Bills having maturity greater than 60 days Government Securities including T-Bills are valued at the average prices released by the rating agency suggested by AMFI, currently, CRISIL and ICRA on a daily basis. b. Government Securities and Treasury Bills maturing up to 60 days Treasury Bills with residual maturity of upto sixty days are valued on a straight line amortisation basis to maturity from cost or last valuation price whichever is most recent. CRISIL and ICRA, the rating agencies provide the matrix of spread over the risk free benchmark yield curves for such securities which are aggregated on a daily basis to arrive at the reference price. The reference price is then compared with the amortized price. The amortized price is used for valuation as long as it is within ±0.10% of the reference price. In case the amortized value is outside the above range, the YTM of the security is adjusted to bring the price within the ±0.10% range of reference price so as to reflect fair value. Government Securities with residual maturity of upto sixty days are valued at the average prices released by the rating agency suggested by AMFI, currently, CRISIL and ICRA on a daily basis. 5. Mutual Fund Units In case of traded Mutual Fund schemes, the units would be valued at closing price on the stock exchange on which they are traded. In case of non-traded Mutual Fund schemes, the last declared Repurchase Price (the price at which Mutual Fund scheme buys its units back) would be considered for valuation." 6. Reverse Repo and Collateralised Borrowing and Lending Obligation (CBLO) / Triparty REPO (TREPS) Investments in Reverse Repo and Collateralised Borrowing and Lending Obligation (CBLO) / Triparty REPO (TREPS) are valued at cost plus accrual. G Exit Load Exit load charged to investor is credited to the revenue account of the scheme net of Goods & Services Tax (GST). H Cash and cash equivalents Cash and cash equivalents include balances with banks in current accounts; deposits placed with scheduled banks (with an original maturity of up to three months) and collateralized lending and borrowing obligations (CBLO) / Triparty Repo (TREPS) (including reverse repurchase transactions). 3. Net Asset Value Scheme Option Net Asset Value (NAV) Net Asset Value (NAV) per unit as at March 31, 2019* per unit as at March 31, 2018* Rupees Rupees Union Capital Protection Oriented Fund - Series 6 # Regular Plan - Growth Option 11.2966 11.2983 Regular Plan - Dividend Option - - Direct Plan - Growth Option 11.3005 11.2993 Direct Plan - Dividend Option 10.0000 11.2993 Union Capital Protection Oriented Fund - Series 7 Regular Plan - Growth Option 11.4819 10.5930 Regular Plan - Dividend Payout Option 11.4819 10.5930 Direct Plan - Growth Option 11.6477 10.6929 Direct Plan - Dividend Payout Option 11.6477 10.6929 Union Capital Protection Oriented Fund - Series 8 Regular Plan - Growth Option 10.8080 10.2178 Regular Plan - Dividend Payout Option 10.8080 10.2178 Direct Plan - Growth Option 10.9227 10.2627 *The net asset value disclosed above represents the computed NAV as at respective Balance sheet dates in case of matured schemes. # NAV as of last day of the Fund (i.e. 03-April-2018) 4. (a) Cost and Market/Fair value of investments and derivatives are as under: Union Capital Protection Union Capital Protection Union Capital Protection Investments Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 April 03, 2018 March 31, 2019 March 31, 2019 Market Value/ Market Value/ Market Value/ Cost (Rupees) Fair Value Cost (Rupees) Fair Value Cost (Rupees) Fair Value (Rupees) (Rupees) (Rupees) Debentures and Bonds (Listed) - - 2,908,002,550 2,862,378,550 2,821,171,900 2,766,149,700 Treasury Bills - - 8,952,915 8,966,884 6,522,807 6,529,926 Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREPS) 1,159,651,513 1,159,651,513 119,797,520 119,797,520 33,151,799 33,151,799 Option premium paid - - 320,042,644 504,517,088 334,759,500 407,999,700

168 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

4. (a) Cost and Market/Fair value of investments and derivatives are as under: Previous year: As at March 31, 2018 Union Capital Protection Union Capital Protection Union Capital Protection Investments Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 March 31, 2018 March 31, 2018 March 31, 2018 Market Value/ Market Value/ Market Value/ Cost (Rupees) Fair Value Cost (Rupees) Fair Value Cost (Rupees) Fair Value (Rupees) (Rupees) (Rupees) Debentures and Bonds (Listed) - - 2,861,962,400 2,831,176,450 2,723,163,600 2,681,325,500 Collateralised Borrowing and Lending Obligation (CBLO) 1,125,253,354 1,125,253,354 282,123,276 282,123,276 49,213,727 49,213,727 Option premium paid - - 167,625,000 216,891,000 334,759,500 362,640,713

4. (b) Aggregate appreciation/(depreciation) in the value of investments and derivatives are as follows:

Union Capital Protection Union Capital Protection Union Capital Protection Investments Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 April 03, 2018 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Rupees Rupees Rupees Rupees Rupees Rupees Debentures and Bonds (Listed) - - (45,624,000) (30,785,950) (55,022,200) (41,838,100) Treasury Bills - - 13,969 - 7,119 - Option premium paid - - 184,474,444 49,266,000 73,240,200 27,881,213

(c) All the investments are held in the name of the Scheme, except for Government securities (including Treasury Bills) which are held in the name of the Fund. (d) Aggregate fair value of non traded investments Union Capital Union Capital Union Capital Protection Protection Protection Investments Oriented Oriented Oriented Fund - Series 6 Fund - Series 7 Fund - Series 8 April 03, 2018 March 31, 2019 March 31, 2019 Rupees Rupees Rupees

Aggregate fair value of non traded investments valued in good faith (Refer note 2F) - 2,309,575,450 2,766,149,700

Union Capital Union Trigger Union Capital Protection Fund - Series 2 Protection Investments Oriented Oriented Fund - Series 6 Fund - Series 7 April 03, 2018 March 31, 2019 March 31, 2019 Rupees Rupees Rupees

Aggregate fair value of non traded investments valued in good faith (Refer note 2F) - 2,831,176,450 2,426,903,750

169 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE CLOSE ENDED SCHEMES FOR THE YEAR/PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

5. Purchase/Sales of Investments The aggregate value of investments acquired and sold / redeemed (excluding CBLO, Triparty Repo,Reverse Repo and Fixed Deposit transactions) during the year and these amounts as a percentage of average daily net assets is as follows For the year / period ended March 31, 2019 Scheme Name Purchases % to Average Sales % to Average (Rupees) daily net assets (Rupees) daily net assets Union Capital Protection Oriented Fund - Series 6 # - 0.00% - 0.00% Union Capital Protection Oriented Fund - Series 7 309,719,891 9.16% 253,892,203 7.51% Union Capital Protection Oriented Fund - Series 8 108,213,431 3.33% 3,890,453 0.12% # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018. For the year / period ended March 31, 2018 Scheme Name Purchases % to Average Sales % to Average (Rupees) daily net assets (Rupees) daily net assets Union Capital Protection Oriented Fund - Series 6 - 0.00% - 0.00% Union Capital Protection Oriented Fund - Series 7 970,345,550 29.24% - 0.00% Union Capital Protection Oriented Fund - Series 8 2,723,163,600 84.76% - 0.00% The aggregate value of premium paid on Purchases for the year / period ended March 31, 2019 Scheme Name Purchases % to Average Sales % to Average (Rupees) daily net assets (Rupees) daily net assets Union Capital Protection Oriented Fund - Series 6 # - 0.00% - 0.00% Union Capital Protection Oriented Fund - Series 7 152,417,644 4.51% - 0.00% Union Capital Protection Oriented Fund - Series 8 - 0.00% - 0.00% # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018. The aggregate value of premium paid on Purchases For the year / period ended March 31, 2018 Scheme Name Purchases % to Average Sales % to Average (Rupees) daily net assets (Rupees) daily net assets Union Capital Protection Oriented Fund - Series 6 - 0.00% - 0.00% Union Capital Protection Oriented Fund - Series 7 - 0.00% - 0.00% Union Capital Protection Oriented Fund - Series 8 334,759,500 10.38% - 0.00% 6. Management and Trusteeship Fees i) The Schemes pay fees for investment management services (excluding Goods & Services Tax) under an agreement with the AMC. This fee is computed as a percentage of Scheme’s average daily net assets, after excluding the net asset value of the investments by the AMC in the scheme, the net asset value of the investments made in other schemes and fixed deposits as applicable. Following are the rates at which the Investment Management fees were charged to schemes on daily average net assets on an annualized basis For the year / period ended March 31, 2019 Management fees % to average daily net assets Scheme Name Regular Plan* Direct Plan Total Regular Plan* Direct Plan Total Amount in Rupees Amount in Rupees Amount in Rupees Union Capital Protection Oriented Fund - Series 6 # 4,230 81,207 85,437 0.90% 0.90% 0.90% Union Capital Protection Oriented Fund - Series 7 48,396,291 1,822,329 50,218,620 1.48% 1.48% 1.48% Union Capital Protection Oriented Fund - Series 8 43,700,756 541,441 44,242,197 1.36% 1.36% 1.36%

For the year / period ended March 31, 2018 Management fees % to average daily net assets Scheme Name Regular Plan* Direct Plan Total Regular Plan* Direct Plan Total Amount in Rupees Amount in Rupees Amount in Rupees Union Capital Protection Oriented Fund - Series 6 # 1,174,355 22,548,913 23,723,268 2.11% 2.11% 2.11% Union Capital Protection Oriented Fund - Series 7 36,604,104 1,328,703 37,932,807 1.14% 1.14% 1.14% Union Capital Protection Oriented Fund - Series 8 21,122,286 247,790 21,370,076 1.18% 1.18% 1.18% * Represents other than Direct Plan # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018. ii) The trusteeship fees payable to Union Trustee Company Private Limited is a fixed monthly amount of Rs.500/- per scheme for close ended schemes and balance allocated amongst the open ended schemes on the basis of average assets under management. The accrual is subject to a maximum of Rs.20,00,000 (Rs.10,00,000 previous year) per annum.

170 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

7. Income and Expenditure The total Income (including Loss on sale / redemption of investments and Change in Provision for depreciation in value of investments) and Expenditure (excluding Loss on sale / redemption of investments and Change in Provision for depreciation in value of investments but including service tax/Goods & Services Tax on management fees) and these amounts as a percentage of the scheme’s average daily net assets on an annualized basis are provided below: For the year / period ended March 31, 2019 Expenditure at Plan level as Income (including realized Expenditure at Plan level % to average daily net assets loss on sale of investments) Scheme Name (annualised) Total Regular Plan* Direct Plan Total % to average daily Regular Direct Total Amount in Rs. net assets Amount in Rs. Amount in Rs. Amount in Rs. Plan* Plan Union Capital Protection Oriented Fund - Series 6 # 337,756 0.00% 10,337 197,957 208,294 2.19% 2.19% 2.19% Union Capital Protection Oriented Fund - Series 7 354,155,680 10.47% 76,025,744 2,256,413 78,282,157 2.33% 1.84% 2.31% Union Capital Protection Oriented Fund - Series 8 258,495,397 7.95% 74,114,093 672,345 74,786,438 2.31% 1.69% 2.30% # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018. For the year / period ended March 31, 2018 Expenditure at Plan level as Income (including realized Expenditure at Plan level % to average daily net assets loss on sale of investments) Scheme Name (annualised) Total Regular Plan* Direct Plan Total % to average daily Regular Direct Total Amount in Rs. net assets Amount in Rs.Amount in Rs.Amount in Rs. Plan* Plan Union Capital Protection Oriented Fund - Series 6 115,154,395 10.25% 1,458,144 27,968,873 29,427,017 2.62% 2.62% 2.62% Union Capital Protection Oriented Fund - Series 7 250,309,580 7.54% 72,838,965 1,658,010 74,496,975 2.27% 1.43% 2.24% Union Capital Protection Oriented Fund - Series 8 110,241,342 1.93% 41,025,114 317,736 41,342,851 2.30% 1.52% 2.29% * Represents other than Direct Plan

8. Disclosure under Regulation 25(8) of SEBI (Mutual Funds) Regulations, 1996: 8.1 Brokerage paid to associates/related parties/group companies of Sponsor/Asset Management Company on investments transactions: Rs. Nil (Previous year/period Rs. Nil) 8.2 Payment of Commission for Distribution and Sale of Units to associates/related parties/group companies of Sponsor/AMC Paid by Union Mutual Fund Schemes Name of associates/ Nature of Business given (Rupees *Commission paid (Rupees related parties/group Association/ Period Crs. and % of total business and % of total commission Scheme Name companies of Nature of covered received by the fund) paid by the fund) Sponsor/AMC relation Rupees (Crs.) % Rupees %

Union Capital Protection Oriented Fund - Series 6# For the year / - - 25 100.00 Union Capital Protection Oriented Fund Series - 7 Union Bank of India Sponsor period ended - - 16,047,493 99.67 Union Capital Protection Oriented Fund Series - 8 March 31 , 2019 - - 19,075,780 96.11 # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018. Name of associates/ Nature of Business given (Rupees *Commission paid (Rupees related parties/group Association/ Period Crs. and % of total business and % of total commission Scheme Name companies of Nature of covered received by the fund) paid by the fund) Sponsor/AMC relation Rupees (Crs.) % Rupees %

Union Capital Protection Oriented Fund Series - 6 Kashi Gomti Samyut Associate For the year / - - - - Union Capital Protection Oriented Fund Series - 7 Gramin Bank of Sponsor period ended - - 5,693 0.04 Union Capital Protection Oriented Fund Series - 8 March 31 , 2019 - - 53,571 0.27

Paid by Union Asset Management Company Private Limited Name of associates/related *Commission Nature of Association/ Period Scheme Name parties/group companies paid of Sponsor/AMC Nature of relation covered (Rupees)

Union Capital Protection Oriented Fund - Series 6 # Union Bank of India Sponsor For the year / period - Union Capital Protection Oriented Fund Series - 7 ended March 31 , 2019 - Union Capital Protection Oriented Fund Series - 8 - # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018.

171 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE CLOSE ENDED SCHEMES FOR THE YEAR/PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

Paid by Union Mutual Fund Schemes Name of associates/ Nature of Business given (Rupees * Commission paid (Rupees related parties/group Association/ Period Crs. and % of total business and % of total commission Scheme Name companies of Nature of covered received by the fund) paid by the fund) Sponsor/AMC relation Rupees (Crs.) % Rupees % Union Capital Protection Oriented Fund Series - 6 Union Bank of India Sponsor For the year / - 0.00% 1,516 100.00% Union Capital Protection Oriented Fund Series - 7 period ended - 0.00% 27,152,080 99.96% Union Capital Protection Oriented Fund Series - 8 March 31 , 2018 307.31 96.43% 11,733,217 83.25%

Name of associates/ Nature of Business given (Rupees *Commission paid (Rupees related parties/group Association/ Period Crs. and % of total business and % of total commission Scheme Name companies of Nature of covered received by the fund) paid by the fund) Sponsor/AMC relation Rupees (Crs.) % Rupees % Union Capital Protection Oriented Fund Series - 6 Kashi Gomti Samyut Associate of For the year / - 0.00% - 0.00% Union Capital Protection Oriented Fund Series - 7 Gramin Bank Sponsor period ended - 0.00% 13,174 0.05% Union Capital Protection Oriented Fund Series - 8 March 31 , 2018 1.01 0.32% 105,253 0.75% Paid by Union Asset Management Company Private Limited Name of associates/related *Commission Nature of Association/ Period Scheme Name parties/group companies paid of Sponsor/AMC Nature of relation covered (Rupees)

Union Capital Protection Oriented Fund Series - 6 Union Bank of India Sponsor For the year / - Union Capital Protection Oriented Fund Series - 7 period ended - Union Capital Protection Oriented Fund Series - 8 March 31 , 2018 7,671,319

Name of associates/ related *Commission Nature of Association/ Period Scheme Name parties/group companies of paid Sponsor/AMC Nature of relation covered (Rupees)

Union Capital Protection Oriented Fund Series - 6 Kashi Gomti Samyut Associate For the year / period - Union Capital Protection Oriented Fund Series - 7 Gramin Bank of Sponsor ended March 31 , 2018 5,874 * Above amount is inclusive of transaction charges 8.3 Underwriting obligations undertaken by the Schemes with respect to issue of securities by associate companies during the year/period: Rs.Nil (Previous year/period Rs. Nil) 8.4 Devolvement during the year/period: Rs. Nil (Previous period Rs. Nil) 8.5 Subscription by the schemes in the issues lead managed by sponsors or its associate companies: Rs. Nil (Previous year/period Rs. Nil) 8.6 Subscription to any issue of equity or debt on private placement basis where the sponsor or its associate companies have acted as arranger or manager: Rs. Nil (Previous year/period Rs. Nil) 8.7 Payment of bank charges For the year / For the year / Nature of Association/ Scheme Name Name of associates period ended March 31, 2019 period ended March 31, 2018 Nature of relation Amount in Rupees Amount in Rupees Union Capital Protection Oriented Fund - Series 6# - 3,125.00 Union Capital Protection Oriented Fund Series - 7 Union Bank of India Sponsor - 9,472.00 Union Capital Protection Oriented Fund Series - 8 155 10,980.20 # Union Capital Protection Oriented Fund - Series 6 matured on 03 April 2018. 8.8 The Schemes have paid Management and Trustee Fees to Union Asset Management Company Private Limited and Union Trustee Company Private Limited respectively as disclosed separately in Revenue accounts of Schemes. 9. Related Party Transactions Names of the Related Parties and Relationship 1. Union Asset Management Company Private Limited (Asset Management Company) 2. Union Trustee Company Private Limited (Trustee Company) 3. Kashi Gomti Samyut Gramin Bank (Associate of Sponsor) 4. Union Bank of India (Sponsor) 5. Dai-ichi Life Holdings, Inc. (Sponsor) 6. Star Union Dai-Ichi Life Insurance Company Limited (Associate) 7. G. Pradeepkumar-Chief Executive Officer of Union Asset Management Company Private Limited (Key Managerial Personnel) 8. Schemes of Union Mutual Fund managed by Union Asset Management Company Private Limited

172 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE CLOSE ENDED SCHEMES FOR THE YEAR/PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

The Schemes have entered into transactions with related parties which are required to be disclosed in accordance with Accounting Standard – 18 ‘Related Party Disclosures’. (a) The transactions entered into (except subscription/redemption of units) during the year/period with the related parties are as under: Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 For the period As at For the year As at For the year As at Name of Related Party Nature of transaction April 01, 2018 to April 03, 2018 ended March March 31, 2019 ended March March 31, 2019 April 03, 2018 31, 2019 31, 2019 (Rupees) (Rupees) (Rupees) (Rupees) (Rupees) (Rupees)

Union Trustee Company Trusteeship fees 590 540 7,080 540 7,080 540 Private Limited (including Goods & Services Tax) Union Asset Management Investment management fees 100,815 275,222 59,257,970 4,340,339 52,205,795 5,243,913 Company Private Limited (including Goods & Services Tax) Union Asset Management Receivable / ------Company Private Limited (Payable) for other expenses Union Bank of India Bank Charges - - - - 155 - Union Bank of India Commission to Distributor * 25 - 16,047,493 455,998 19,075,780 464,740 Kashi Gomti Samyut Commission to Distributor * - - 5,693 - 53,571 - Gramin Bank

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 For the year As at March For the year As at March For the year As at March Name of Related Party Nature of transaction ended March 31, 2018 ended March 31, 2018 ended March 31, 2018 31, 2018 31, 2018 31, 2019 (Rupees) (Rupees) (Rupees) (Rupees) (Rupees) (Rupees)

Union Trustee Company Trusteeship fees (including service 7,038 540 7,038 540 4,130 540 Private Limited tax / Goods & Services Tax) Union Asset Management Investment management fees 27,826,939 2,111,817 44,535,181 3,851,693 25,216,688 3,019,653 Company Private Limited (including service tax/ Goods & Services Tax) Union Asset Management Receivable / (Payable) for - - 76,802 76,802 267,737 267,737 Company Private Limited other expenses Union Bank of India Bank Charges 3,125 - 9,472 - 10,980 - Union Bank of India Commission to Distributor * 1,516 140 27,152,080 487,334 11,733,217 704,088 Kashi Gomti Samyut Commission to Distributor * - - 13,174 187 105,253 2,131 Gramin Bank * Above amount is inclusive of transaction charges

(b) Subscription/Redemption of units by Related Party in Scheme(s) of Union Mutual Fund are as under: Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 For the period For the year/ For the year/ For the year/ For the year/ For the period Name of Related Party Nature of transaction ended April 01, September 08, 2018 to April period ended period ended period ended period ended 2017 to March 03, 2018 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2018 31, 2018 (Rupees) (Rupees) (Rupees) (Rupees) (Rupees) (Rupees)

Union Bank of India Purchase (including dividend ------reinvestment) at NAV Redemption at NAV 282,512,500 - - - - - Year end balance - 282,480,000 58,224,500 53,444,500 - - Kashi Gomti Samyut Purchase (including dividend - - - - - 20,000,000 Gramin Bank reinvestment) at NAV Redemption at NAV ------Year end balance - - 58,224,500 53,444,500 21,840,000 20,517,000 G. Pradeepkumar "Purchase (including dividend ------reinvestment) at NAV Redemption at NAV 11,301 - - - - - Year end balance - 11,299 29,112 26,722 - -

173 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8: SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

10. Segment Information The Schemes are primarily engaged in the business of investing the amounts received from investors as unit capital, in accordance with their investment objectives to generate returns. Since there is only one business segment and no geographical segments, the segmental reporting disclosures as required by Accounting Standard (AS)-17, issued by the Institute of Chartered Accountants of India are not applicable. 11. Investors holding more than 25% of the net assets of the Scheme as on the March 31, 2019 is Nil (Previous year/period Nil) 12. Investment Portfolio Information and Industry wise classification Refer to Annexure 1 for Schemewise details Company Name Schemes invested Investment made by schemes of Aggregate cost of acquisition Outstanding as at in by the Company Union Mutual Fund in the during the period ended March 31, 2018 company/subsidiary March 31, 2019 (At Market / Fair Value) (Rupees in Lakhs) (Rupees in Lakhs) Apar Industries Ltd. Union Liquid Fund Union Multi Cap Fund 334.51 - Union Short Term Fund Union Small Cap Fund 392.65 - Cochin Shipyard Ltd. Union Liquid Fund Union Multi Cap Fund 216.04 165.34 Union Small Cap Fund 1,144.22 716.74 Union Tax Saver Scheme 300.45 108.58 Union Value Discovery Fund 145.90 151.50 Engineers India Ltd. Union Liquid Fund Union Asset Allocation Fund 31.97 - Union Balanced Advantage Fund 483.79 - Union Largecap Fund 1,322.95 - Union Tax Saver Scheme 106.64 - Union Trigger Fund - Series 2 411.62 - Union Value Discovery Fund 142.99 - Indiabulls Housing Finance Ltd. Union Liquid Fund Union Balanced Advantage Fund 5,360.06 - Union Corporate Bond Fund 4,999.57 2,501.04 Union Equity Savings Fund 1,325.70 - Union Largecap Fund 1,322.21 - Union Liquid Fund 39,990.07 - Union Multi Cap Fund 392.22 - Union Short Term Fund 149.95 - Indiabulls Commercial Credit Ltd. Union Liquid Fund 7,450.73 - (Subsidiary of Indiabulls Housing Finance Ltd.) Ircon International Ltd. Union Liquid Fund Union Multi Cap Fund 186.97 183.76 Union Small Cap Fund 940.93 744.36 Union Tax Saver Scheme 98.46 105.14 Union Value Discovery Fund 240.48 226.77 JSW Steel Ltd. Union Liquid Fund Union Arbitrage Fund 216.44 4.40 Union Asset Allocation Fund 22.40 - Union Balanced Advantage Fund 792.75 255.52 Union Equity Savings Fund 62.51 49.26 Union Largecap Fund 615.62 175.83 Union Liquid Fund 4,939.51 - Union Multi Cap Fund 250.83 225.52 Union Tax Saver Scheme 494.70 - LIC Housing Finance Ltd. Union Liquid Fund Union Asset Allocation Fund 608.15 - Union Balanced Advantage Fund 2,451.66 2,489.83 Union Capital Protection Oriented - 3,000.54 Fund - Series 7 Union Capital Protection Oriented 2,571.92 2,512.24 Fund - Series 8 Union Dynamic Bond Fund 2,057.48 - Union Liquid Fund 4,993.60 - Union Short Term Fund 405.43 -

174 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8: SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

Company Name Schemes invested Investment made by schemes of Aggregate cost of acquisition Outstanding as at in by the Company Union Mutual Fund in the during the period ended March 31, 2018 company/subsidiary March 31, 2019 (At Market / Fair Value) (Rupees in Lakhs) (Rupees in Lakhs) National Aluminium Company Ltd. Union Liquid Fund Union Balanced Advantage Fund 367.71 - NTPC Ltd. Union Liquid Fund Union Asset Allocation Fund 33.04 - Union Balanced Advantage Fund 403.30 384.07 Union Capital Protection Oriented 2,072.72 2,026.42 Fund - Series 8 Union Corporate Bond Fund 1,043.92 1,057.18 Union Dynamic Bond Fund 503.19 506.99 Union Equity Savings Fund 69.78 64.36 Union Largecap Fund 186.75 214.99 Union Liquid Fund 14,832.37 7,431.88 Union Multi Cap Fund 228.35 256.01 Union Value Discovery Fund 306.90 296.69 Oriental Bank of Commerce Union Liquid Fund Union Liquid Fund 4,980.39 - PNB Housing Finance Ltd. Union Liquid Fund Union Asset Allocation Fund 198.36 - Union Liquid Fund 40,790.30 - Union Short Term Fund 297.54 - Power Finance Corporation Ltd. Union Liquid Fund Union Balanced Advantage Fund 1,774.51 - Union Capital Protection Oriented - 3,011.93 Fund - Series 7 Union Corporate Bond Fund 2,423.20 2,471.94 Union Dynamic Bond Fund 1,000.27 987.76 Union Equity Savings Fund 1,001.56 - REC Ltd. Union Liquid Fund Union Balanced Advantage Fund 2,200.15 - Union Capital Protection Oriented 519.44 3,011.74 Fund - Series 7 Union Capital Protection Oriented 2,592.08 2,514.71 Fund - Series 8 Union Corporate Bond Fund 2,490.87 2,514.71 Union Dynamic Bond Fund 1,499.06 1,469.71 Union Equity Savings Fund 971.67 984.78 Union Liquid Fund 9,962.58 - Union Short Term Fund 300.02 - Religare Finvest Ltd Union Liquid Fund Union Liquid Fund 4,941.98 - Small Industries Development Union Liquid Fund Union Asset Allocation Fund 200.24 - Bank of India Union Capital Protection Oriented 980.08 999.27 Fund - Series 8 Union Corporate Bond Fund 2,447.81 2,498.17 Union Dynamic Bond Fund 1,000.48 1,031.72 Union Equity Savings Fund 998.48 1,019.38 Union Liquid Fund 53,167.71 2,475.94 Union Short Term Fund 300.37 - All companies transacted herewith are financially sound companies with proven track record. Moreover, fund management has undertaken a detailed research in each of these companies and are part of the investment universe with defined exposure norms. As a result, investments in all these companies are independent investment decisions and do not relate, in any manner, to their investment in Union Mutual Fund's Schemes.

175 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

14. Distributable Surplus Scheme Name Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 Oriented Fund - Series 7 Oriented Fund - Series 8 April 03, 2018 March 31, 2018 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Rupees Rupees Rupees Rupees Rupees Rupees Total reserves as per financial statements 132,815,175 133,337,271 459,113,281 190,182,591 250,826,583 68,898,491 Less : Unrealised appreciation on investments at portfolio level - - 184,488,413 49,266,000 73,247,319 27,881,213 Distributable Surplus 132,815,175 133,337,271 274,624,868 140,916,591 177,579,264 41,017,279 15. Contingent Liability Contingent liability as on March 31, 2019: Rs. Nil (Previous year/period Rs.Nil) 16. Unclaimed dividend and/or unclaimed redemptions as on March 31, 2019 : Nil Unclaimed dividend and/or unclaimed redemptions as on March 31, 2018 : Nil 17. Borrowings as on the balance sheet date is Rs. Nil (Previous year/period Rs.Nil) 18. The schemes have made following investments in derivative products during the year/period ended March 31, 2019 a. The schemes have not made any investments in Futures for hedging and other than hedging position during the year/period ended March 31, 2019 (Previous year / period Rs. Nil) b. The schemes have not made any investments in Options for hedging position during the year/period ended March 31, 2019 (Previous year / period Rs. Nil) c. Other than Hedging Positions through Options as on March 31, 2019 are given below. Union Capital Protection Oriented Fund - Series 7 Underlying Call/Put Number of Option Price when purchased Current Option Price Contracts (Rupees per unit) (Rupees per unit) NIFTY - Dec 2019 (Strick price : 8900) Call 1200 1862.50 3228.60 NIFTY - Dec 2019 (Strick price : 10500) Call 1615 1258.35 1766.30 Total exposure through options as a % of net assets 14.23% Union Capital Protection Oriented Fund - Series 8 Underlying Call/Put Number of Option Price when purchased Current Option Price Contracts (Rupees per unit) (Rupees per unit) NIFTY - Jun 2020 (Strick price : 10000) Call 2466 1810.00 2206.00 Total exposure through options as a % of net assets 12.18% For the period 01-April-2018 to 31-March-2019, the following details specified for non-hedging transactions through options which have already been exercised/expired : Nil. c. Other than Hedging Positions through Options as on March 31, 2018 are given below. Union Capital Protection Oriented Fund - Series 7 Underlying Call/Put Number of Option Price when purchased Current Option Price Contracts (Rupees per unit) (Rupees per unit) NIFTY Call 1200 1,862.50 2,409.90 Total exposure through options as a % of net assets 6.42% Union Capital Protection Oriented Fund - Series 8 Underlying Call/Put Number of Option Price when purchased Current Option Price Contracts (Rupees per unit) (Rupees per unit) NIFTY Call 2466 1,810.00 1,960.75 Total exposure through options as a % of net assets 11.25% For the period 01-April-2017 to 31-March-2018, the following details specified for non-hedging transactions through options which have already been exercised/expired : Union Capital Protection Oriented Fund - Series 6 Total Number of contracts entered into 747 Gross Notional Value of contracts entered into Rs. 487,200,000 Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. (19,375,853) 19. Non Performing Assets as on March 31,2019: Rs.Nil (Previous year/period Rs.Nil) 20. Investment in sponsor and its group companies by all schemes of Union Mutual Fund is Nil. 21. The schemes have not participated in Credit Default Swaps (CDS) during the period ended March 31, 2019. (Previous year/period Rs.Nil) 22. In accordance with the AMFI best practice circular no. 56 dated April 20, 2015 balance in Investor Education and Awareness account is transferred to a separate bank account opened in the name of “Union Investor Education and Awareness Fund”. Expenses related to Investor Education and Awareness are paid from this separate bank account. At the end of the financial year, the balance available in this account would be disclosed under the head Investor Education and Awareness in the Annual Financial Statement of the Union Mutual Fund schemes.

176 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS (CONTINUED)

Outstanding balance in Investor Education and Awareness: (total of all the schemes of Union Mutual Fund): Particular For the year ended March 31,2019 (Rs.) For the year ended March 31,2018 (Rs.) Opening Balance 5,337,336 2,489,958 Add: Amount accrued for the period 10,049,803 7,922,969 Less: Ultilisation during the current period 2,067,862 1,114,107 Less: Amount transferred to AMFI 5,024,902 3,961,484 Closing unutilised balance as at the end of the year 8,294,375 5,337,336 23. No provision for income tax has been made since the income of the schemes is exempt u/s 10(23D) of the Income Tax Act 1961. 24. Other Income includes Write Back Of Provisions and miscellaneous income (if any) 25. Dues to Micro, Small and Medium Enterprises On the basis of the information and records available with the Asset Management Company, there are no amounts payable to Micro, Small and Medium (‘MSMED’) enterprise, as defined under the Micro, Small and Medium Enterprises Development Act, 2006, which have registered with the competent authorities 26. Prior year comparatives Previous period’s figures have been reclassified, wherever necessary, to conform with the current year’s presentation. In case of Union Capital Protection Oriented Fund - Series 6 the current year's figures are for less than one year and hence are not comparable to those of the previous year.

In terms of our report attached

For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018

R. Laxminarayan Mr. K. Madhavakumar Dr. K. Cherian Varghese Mr. Gopal Singh Gusain Mr. S. C. Gupta Partner Director Director Director Director Membership No. 33023 G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer

Parijat Agrawal Devesh Thacker Head-Fixed Income Fund Manager

Anshul Mishra Fund Manager

Place : Mumbai Place : Mumbai Place : Mumbai Date : June 27, 2019 Date : June 27, 2019 Date : June 25, 2019

177 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE 1: SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 6

Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at April 03, 2018 are presented below. The industry and company exposures are stated as a percentage of scheme's net assets as at April 03, 2018 as well as the aggregate investments in each investment category. Industry and Company Particulars Quantity Amount Percentage to Percentage to (Rs. in lakhs) Net Assets Investment Category TREPS / Reverse Repo Investments 11,596.52 100.05% 100.00% NET CURRENT ASSETS / (LIABILITIES) (5.39) (0.05)% 100.00% NET ASSETS 11,591.13 100.00% ** Thinly traded/Non traded securities as defined in SEBI Regulations.

178 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE 1: SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 7

Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at March 31, 2019 are presented below. The industry and company exposures are stated as a percentage of scheme's net assets as at March 31, 2019 as well as the aggregate investments in each investment category. Industry and Company Particulars Quantity Amount Percentage to Percentage to (Rs. in lakhs) Net Assets Investment Category DEBENTURES AND BONDS Listed Non Convertible Debentures and Bonds Finance 1,515 15,061.43 42.49% 100.00% 8.36% Power Finance Corporation Ltd. 26-02-2020 300 3,011.93 8.50% 20.00% 8.02% LIC Housing Finance Ltd. 18-02-2020 ** 300 3,000.54 8.46% 19.92% 8.56% REC Ltd. 13-11-2019 ** 250 2,508.59 7.08% 16.66% 6.92% Indian Railway Finance Corporation Ltd. 10-11-2019 ** 200 1,995.02 5.63% 13.25% 10.78% Housing Development Finance Corporation Ltd. 12-02-2020 ** 15 1,533.29 4.33% 10.18% 8.75% Housing Development Finance Corporation Ltd. 13-01-2020 ** 300 1,507.54 4.25% 10.00% 7.72% Indian Railway Finance Corporation Ltd. 07-06-2019 ** 100 1,001.37 2.82% 6.65% 9.02% REC Ltd. 19-11-2019 ** 50 503.15 1.42% 3.34% Banks 600 6,012.48 16.96% 100.00% 7.09% Export-Import Bank of India 02-03-2020 ** 300 2,993.44 8.44% 49.79% 8.22% National Bank for Agriculture and Rural Development 18-02-2020 250 2,516.10 7.10% 41.85% 8.18% National Bank for Agriculture and Rural Development 10-02-2020 ** 50 502.94 1.42% 8.36% Power 2,550 7,549.89 21.30% 100.00% 8.20% Power Grid Corporation of India Ltd. 23-01-2020** 300 3,017.58 8.51% 39.97% 8.50% Nuclear Power Corporation of India Ltd. 16-11-2019** 250 2,518.53 7.11% 33.36% 8.54% NHPC Ltd. 26-11-2019** 2,000 2,013.78 5.68% 26.67% TOTAL 28,623.80 80.75% Treasury Bills 5,000,000 89.67 0.26% 100.00% 364 Day Treasury Bills 5,000,000 48.74 0.14% 54.35% 91 Day Treasury Bills 4,100,000 40.93 0.12% 45.65% TOTAL 89.67 0.26% TREPS / Reverse Repo Investments 1,197.98 3.38% 100.00% NET CURRENT ASSETS / (LIABILITIES) 5,535.31 15.61% 100.00% NET ASSETS 35,446.76 100.00% Derivatives (Index Option) 211,125 5,045.17 14.24% 100.00% NIFTY 8900 CALL DEC 2019 90,000 2,905.74 8.20% 57.59% NIFTY 10500 CALL DEC 2019 121,125 2,139.43 6.04% 42.41% TOTAL 5,045.17 14.24% ** Thinly traded/Non traded securities as defined in SEBI Regulations.

179 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE 1: SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 8

Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at March 31, 2019 are presented below. The industry and company exposures are stated as a percentage of scheme's net assets as at March 31, 2019 as well as the aggregate investments in each investment category. Industry and Company Particulars Quantity Amount Percentage to Percentage to (Rs. in lakhs) Net Assets Investment Category DEBENTURES AND BONDS Listed Non Convertible Debentures and Bonds Finance 1,280 15,487.33 46.23% 100.00% 8.50% Housing Development Finance Corporation Ltd. 31-08-2020** 30 3,012.08 8.99% 19.45% 8.37% REC Ltd. 14-08-2020** 250 2,514.71 7.51% 16.24% 8.60% LIC Housing Finance Ltd. 29-07-2020** 250 2,512.24 7.50% 16.22% 7.20% Indian Railway Finance Corporation Ltd. 29-05-2020** 250 2,495.62 7.45% 16.11% 7.7435% Bajaj Finance Ltd. 30-06-2020** 250 2,486.26 7.42% 16.05% 7.30% HDB Financial Services Ltd. 08-09-2020** 250 2,466.42 7.36% 15.93% Power 1,950 6,106.71 18.23% 100.00% 9.35% Power Grid Corporation of India Ltd. 29-08-2020** 250 2,561.77 7.65% 41.95% 8.78% NTPC Ltd. 09-03-2020** 200 2,026.42 6.05% 33.18% 8.50% NHPC Ltd. 14-07-2020** 1,500 1,518.52 4.53% 24.87% Banks 600 6,067.48 18.11% 100.00% 8.70% Export-Import Bank of India 09-09-2020** 250 2,543.52 7.59% 41.92% 8.37% National Bank for Agriculture and Rural Development 22-06-2020** 250 2,524.69 7.54% 41.61% 7.25% Small Industries Development Bank of India 30-04-2020** 100 999.27 2.98% 16.47% TOTAL 27,661.52 82.57% Treasury Bills 2,500,000 65.30 0.19% 100.00% 91 Day Treasury Bills 4,100,000 40.93 0.12% 62.68% 364 Day Treasury Bills 2,500,000 24.37 0.07% 37.32% TOTAL 65.30 0.19% TREPS / Reverse Repo Investments 331.52 0.99% 100.00% NET CURRENT ASSETS / (LIABILITIES) 5,439.29 16.25% 100.00% NET ASSETS 33,497.63 100.00% Index Options 184,950 4,080.00 12.18% 100.00% OPTIDXNIFTY25-06-2020 184,950 4,080.00 12.18% 100.00% TOTAL 4,080.00 12.18% ** Thinly traded/Non traded securities as defined in SEBI Regulations.

180 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 $ Oriented Fund - Series 7 $ Oriented Fund Series 8 For the For the For the For the For the For the For the For the period ended period period period period period period period April 01, 2018 ended ended ended ended February 28, March September to April March March March March 2017 to March 31,2019 08, 2017 to 03, 2018 31,2018 31,2017 31,2019 31,2018 31, 2017 March 31, 2018 a. Net assets value, per unit Rs. (at the end of the period) Growth Option * 11.2966 * 11.2983 * 10.4636 * 11.4819 * 10.5930 * 10.0448 * 10.8080 * 10.2178 Dividend Option - - - * 11.4819 * 10.5930 * 10.0448 * 10.8080 * 10.2178 Dividend Payout Option Dividend Option-Daily dividend frequency / Regular Plan-Dividend ------Option-Daily dividend frequency Dividend Option-Weekly dividend frequency / Regular Option-Weekly dividend frequency ------Dividend Option-Fortnightly dividend frequency / Regular Dividend Option-Fortnightly dividend frequency ------Dividend Option-Monthly dividend frequency / Regular Dividend Option-Monthly dividend frequency ------#Direct Plan - Growth Option * 11.3005 * 11.2993 * 10.4639 * 11.6477 * 10.6929 * 10.0535 * 10.9227 * 10.2627 #Direct Plan - Dividend Option * 10.0000 * 11.2993 * 10.4639 * 11.6477 * 10.6929 * 10.0535 - - #Direct Plan - Dividend Payout Option #Direct Plan - Dividend Option-Daily dividend frequency ------#Direct Plan - Dividend Option-Weekly dividend frequency ------#Direct Plan - Dividend Option-Fortnightly dividend frequency ------#Direct Plan - Dividend Option-Monthly dividend frequency ------^Unclaimed Amounts Plan - Redemption Upto 3 years ------^Unclaimed Amounts Plan - Dividend Upto 3 years ------^Unclaimed Amounts Plan - Redemption Beyond 3 years ------^Unclaimed Amounts Plan - Dividend Beyond 3 years ------* Refers to Computed NAV b. Gross Income (i) Income other than profit on sale of investments & unrealised appreciation in investments. - 0.82 0.80 0.76 0.71 0.08 0.73 0.39 (ii) Income from profit / (loss) on inter scheme sales/transfer of investment ------(iii) Income from profit / (loss) on sale of investment to third party - (0.32) ------(iv) Transfer to revenue account from past years’ reserve 1.30 ------c. Aggregate of expenses, writeoff, amortisation and charges (excluding unrealised depreciation in investments) @ - 0.29 0.26 0.25 0.23 0.02 0.24 0.13 d. Net Income (excluding unrealised depreciation in investments) - 0.21 0.54 0.51 0.48 0.06 0.49 0.26 e. Unrealised appreciation / (depreciation) in value of investments - 0.63 0.03 0.39 0.07 (0.01) 0.10 (0.04) f (i). Repurchase Price: Highest Price Growth Option NA NA NA NA NA NA NA NA Dividend Option - - - NA NA NA NA NA Dividend Payout Option - - - Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option-Daily dividend frequency ------Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option-Weekly dividend frequency ------Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option-Fortnightly dividend frequency ------Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option-Monthly dividend frequency ------#Direct Plan - Growth Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Option NA NA NA NA NA NA NA NA

181 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

PERSPECTIVE HISTORICAL PER UNIT STATISTICS (Contd.,)

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 $ Oriented Fund - Series 7 $ Oriented Fund Series 8 For the For the For the For the For the For the For the For the period ended period period period period period period period April 01, 2018 ended ended ended ended February 28, March September to April March March March March 2017 to March 31,2019 08, 2017 to 03, 2018 31,2018 31,2017 31,2019 31,2018 31, 2017 March 31, 2018 #Direct Plan - Dividend Payout Option - - - - #Direct Plan - Dividend Option-Daily dividend frequency ------#Direct Plan - Dividend Option-Weekly dividend frequency ------#Direct Plan - Dividend Option-Fortnightly dividend frequency ------#Direct Plan - Dividend Option-Monthly dividend frequency ------^Unclaimed Amounts Plan - Redemption Upto 3 years ------^Unclaimed Amounts Plan - Dividend Upto 3 years ------^Unclaimed Amounts Plan - Redemption Beyond 3 years ------^Unclaimed Amounts Plan - Dividend Beyond 3 years ------Lowest Price Growth Option NA NA NA NA NA NA NA NA Dividend Option - - - NA NA NA NA NA Dividend Payout Option - - - Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option-Daily dividend frequency ------Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option-Weekly dividend frequency ------Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option-Fortnightly dividend frequency ------Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option-Monthly dividend frequency ------#Direct Plan - Growth Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Payout Option - - - - #Direct Plan - Dividend Option-Daily dividend frequency ------#Direct Plan - Dividend Option-Weekly dividend frequency ------#Direct Plan - Dividend Option-Fortnightly dividend frequency ------#Direct Plan - Dividend Option-Monthly dividend frequency ------^Unclaimed Amounts Plan - Redemption Upto 3 years ------^Unclaimed Amounts Plan - Dividend Upto 3 years ------^Unclaimed Amounts Plan - Redemption Beyond 3 years ------^Unclaimed Amounts Plan - Dividend Beyond 3 years ------Sale Price Highest Price Growth Option NA NA NA NA NA NA NA NA Dividend Option NA NA NA NA NA NA NA NA Dividend Payout Option - - - Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option-Daily dividend frequency ------Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option-Weekly dividend frequency ------Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option-Fortnightly dividend frequency ------Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option-Monthly dividend frequency ------#Direct Plan - Growth Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Payout Option - - - #Direct Plan - Dividend Option-Daily dividend frequency ------#Direct Plan - Dividend Option-Weekly dividend frequency ------#Direct Plan - Dividend Option-Fortnightly dividend frequency ------

182 ANNUAL REPORT 2018-19 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection Union Capital Protection Oriented Fund - Series 6 $ Oriented Fund - Series 7 $ Oriented Fund Series 8 For the For the For the For the For the For the For the For the period ended period period period period period period period April 01, 2018 ended ended ended ended February 28, March September to April March March March March 2017 to March 31,2019 08, 2017 to 03, 2018 31,2018 31,2017 31,2019 31,2018 31, 2017 March 31, 2018 #Direct Plan - Dividend Option-Monthly dividend frequency ------^Unclaimed Amounts Plan - Redemption Upto 3 years ------^Unclaimed Amounts Plan - Dividend Upto 3 years ------^Unclaimed Amounts Plan - Redemption Beyond 3 years ------^Unclaimed Amounts Plan - Dividend Beyond 3 years ------Lowest Price Growth Option NA NA NA NA NA NA NA NA Dividend Option NA NA NA NA NA NA NA NA Dividend Payout Option - - - Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option-Daily dividend frequency ------Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option-Weekly dividend frequency ------Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option-Fortnightly dividend frequency ------Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option-Monthly dividend frequency ------#Direct Plan - Growth Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Option NA NA NA NA NA NA NA NA #Direct Plan - Dividend Payout Option ------#Direct Plan - Dividend Option-Daily dividend frequency ------#Direct Plan - Dividend Option-Weekly dividend frequency ------#Direct Plan - Dividend Option-Fortnightly dividend frequency ------#Direct Plan - Dividend Option-Monthly dividend frequency ------^Unclaimed Amounts Plan - Redemption Upto 3 years ------^Unclaimed Amounts Plan - Dividend Upto 3 years ------^Unclaimed Amounts Plan - Redemption Beyond 3 years ------^Unclaimed Amounts Plan - Dividend Beyond 3 years ------f(ii). Price-earning Ratio: ------g. Ratio of expenses to average daily net assets by percentage 2.19% 2.62% 2.53% 2.31% 2.24% 2.20% 2.30% 2.29% (1) Ratio of expenses to average daily net assets by percentage - Regular Plan 2.19% 2.62% 2.53% 2.33% 2.27% 2.24% 2.31% 2.30% (2) Ratio of expenses to average daily net assets by percentage - Direct Plan # 2.19% 2.62% 2.53% 1.84% 1.43% 1.24% 1.69% 1.52% h. Ratio of gross income to average daily net assets by percentage (excluding transfer to revenue account from past years’ reserve but including unrealised appreciation / depreciation on investments). 3.54% 1.68% 7.73% 11.38% 9.15% 10.24% 8.76% 10.75% # Direct Plan has been Launched from January 01, 2013. ^ Unclaimed Amounts Plan has been Launched from January 17, 2018. ^ In Union Liquid Fund - Unclaimed Amounts Plan Ratio of expenses to average daily net assets by percentage is 0.46%. @ Refer schedule 8 note no. 19 $ Close Ended Schemes hence, there is no Repurchase Price. $$ Repurchase and Switch out are subject to lock in period of 3 years.

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