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Quarter Meeting Date Company Name Type of Meetings (AGM/EGM) Disclosure of Vote Cast by Tata Mutual Fund during the Financial Year 2020-2021 Quarter Meeting Date Company Name Type of Proposal by Proposal's description Investee company’s Vote (For/ Reason supporting the vote decision meetings Management or Management Against/ (AGM/EGM) Shareholder Recommendation Abstain) ALKEM Reappoint Basudeo N Singh (DIN: 00760310) as This is normal course of business and has no Apr-June'2020 04-Apr-2020 LABORATORIES Postal Ballot Management Executive Chairperson for a period of five years from 1 For For material impact on minority shareholders. LTD April 2020 and fix his remuneration ALKEM Appoint Sarvesh Singh (DIN: 01278229) as Executive This is normal course of business and has no Apr-June'2020 04-Apr-2020 LABORATORIES Postal Ballot Management Director for a period of five years from 11 November For For material impact on minority shareholders. LTD 2019 and fix his remuneration Narendra Aneja, 67, has over 30 years of experience across governance, risk and compliance areas. He is the managing partner and ALKEM Appoint Narendra Kumar Aneja (DIN: 00124302) as an founder of Aneja Associates. The firm conducts Apr-June'2020 04-Apr-2020 LABORATORIES Postal Ballot Management Independent Director for five years from 16 March For For governance studies, risk assessments, LTD 2020 management and operational audits of over 200 companies in India and overseas. His appointment is in line with statutory requirements. Future Retail proposes to re-designate Kishore Biyani as Executive Chairperson till 31 March 2022 and thereafter as Non-Executive Chairperson to comply with SEBI Regulations. Further, the company seeks approval for payment of remuneration for the remainder of his term as executive director such that it may breach the stipulated threshold of Rs. 50. 0 mn or 2. 5% of Approve re-designation of Kishore Biyani as Executive net profits. The terms of remuneration remain FUTURE RETAIL Chairperson w.e.f. 5 March 2020 till 31 March 2022 Apr-June'2020 05-Apr-2020 Postal Ballot Management For For unchanged. In FY19, Kishore Biyani was paid Rs. LTD and approve remuneration payable in excess of 5% of 58. 9 mn, up 29. 0% from his FY18 remuneration. net profits As per our estimates, his remuneration for FY20 will be ~ Rs. 77. 5 mn, which is in line with the peers and commensurate with the size and scale of business. Kishore Biyani is also an Executive Director on the board of Future Lifestyle Fashions Limited and draws Rs. 38. 5 mn as remuneration from it. We expect the company to remain judicious in its payouts. Rakesh Biyani, 47, is the Joint Managing Director and a promoter. He was appointed on the board on 2 May 2016. Future Retail intends to re- designate Rakesh Biyani as Managing Director till 1 May 2022. Further, the company seeks approval for payment of remuneration for the remainder Approve re-designation of Rakesh Biyani as Managing of his term such that it may breach the stipulated FUTURE RETAIL Director w.e.f. 5 March 2020 till 1 May 2020 and threshold of Rs. 50. 0 mn or 2. 5% of net profits. Apr-June'2020 05-Apr-2020 Postal Ballot Management For For LTD approve remuneration payable in excess of 5% of net His terms of remuneration are unchanged. In profits FY19, Rakesh Biyani was paid Rs. 53. 7 mn, up 29. 2% from his FY18 remuneration. As per our estimates, his remuneration for FY20 will be ~ Rs. 77. 5 mn, which is in line with the peers and commensurate with the size and scale of business. We expect the company to remain judicious in its payouts to him. Disclosure of Vote Cast by Tata Mutual Fund during the Financial Year 2020-2021 Quarter Meeting Date Company Name Type of Proposal by Proposal's description Investee company’s Vote (For/ Reason supporting the vote decision meetings Management or Management Against/ (AGM/EGM) Shareholder Recommendation Abstain) Although Future Retail’s outstanding debt on 30 September 2019 aggregated Rs. 38. 4 bn, and its approved borrowing limit is Rs 85. 0 bn. The company has a previously approved limit of Rs. 110 bn to create a charge on assets. While the company has reduced its debt from earlier levels, the charge on its assets have not been FUTURE RETAIL Approve creation of charge/security on the Apr-June'2020 05-Apr-2020 Postal Ballot Management For For withdrawn. Additionally, it expects an expansion LTD assets/properties of the company up to Rs. 160.0 bn in its working capital for which it may need higher fund-based and non-fund-based borrowings. As a result, the company proposes to increase the limit of creating on charge of its assets to Rs. 160 bn. We expect the company to maintain overall debt levels within its previously approved limit of Rs. 85 bn. Appoint Dirk Bremm (DIN: 08511847) as Non- Apr-June'2020 21-Apr-2020 B A S F INDIA LTD. Postal Ballot Management Executive Director liable to retire by rotation w.e.f. 19 For For This is normal course of action. July 2019 The proposal is in line with the strategy of its To sell the construction chemical business to Master ultimate holding company, BASF SE, to exit the Apr-June'2020 21-Apr-2020 B A S F INDIA LTD. Postal Ballot Management Builders Solutions India Private Limited, wholly owned For For construction chemical business and focus on its subsidiary of BASF SE, for Rs. 5.95 bn core businesses. Escorts and Kubota are strengthening their strategic ties. Kubota will acquire ~10. 0% stake in Escorts, and Escorts will acquire 40% stake in Kubota Agri Machinery India Pvt. Ltd (KAI), from Kubota for a consideration of Rs. 0. 9 bn. , in an all Approve issuance of 12.3 mn equity shares on a cash deal. The allotment to Kubota will be made Apr-June'2020 22-Apr-2020 ESCORTS LTD. Postal Ballot Management preferential basis to Kubota Corporation, Japan For For at Rs 850. 0 per share, which represents a (Kubota) and raise Rs. 1.0 bn premium of ~42% to the current market price. 12. 3 mn equity shares will be allotted to Kubota and same number of shares will be cancelled out of treasury shares, subject to regulatory approval; therefore there will be no dilution for existing shareholders. Consequent to the proposed investment by Kubota in Escorts, discussed in resolution #1 shareholders’ approval is sought to amend the AoA of the company by incorporating the key Approve amendment of the Articles of Association terms of the SSA. The proposed amendments are Apr-June'2020 22-Apr-2020 ESCORTS LTD. Postal Ballot Management For For (AoA) of the company protective rights, which protects the interest of financial investor, as long as their shareholding in the company meets the stipulated threshold. The proposed amendments are not prejudicial to the interest of minority shareholders. The existing AoA of the company contains clauses relating to the shareholders’ agreement between Amara Raja Batteries limited (ARBL) and Johnsons Controls (Mauritius) Private Limited (JCM), which Approve alteration of Articles of Association to remove was terminated on 1 April 2019. The company AMARA RAJA Apr-June'2020 30-Apr-2020 Postal Ballot Management rights given to Johnson Controls (Mauritius) Private For For seeks shareholders’ approval to amend the AoA BATTERIES LTD. Limited as promoters to reflect the termination and align it with the SEBI LODR and the Companies Act 2013. The proposed changes are not prejudicial to the interest of minority shareholders and are in line with the regulatory requirements. Disclosure of Vote Cast by Tata Mutual Fund during the Financial Year 2020-2021 Quarter Meeting Date Company Name Type of Proposal by Proposal's description Investee company’s Vote (For/ Reason supporting the vote decision meetings Management or Management Against/ (AGM/EGM) Shareholder Recommendation Abstain) The shareholder agreement involving investment and technical assistance between ARBL and JCM was terminated on 1 April 2019. Post the termination of the contract, JCM sold its entire 26% stake in the company - 24% was acquired by Panther ARBL Holdings LP and the remaining 2% was acquired by the Galla family (promoters). AMARA RAJA Approve de-classification of Johnson Controls JCM does not participate in the day-to-day Apr-June'2020 30-Apr-2020 Postal Ballot Management For For BATTERIES LTD. (Mauritius) Limited as promoters functioning of the company, nor do they exercise any control over the decisions of the company. Further, the JCI Group has no representation on the board of directors as well as in key management personnel. Their declassification will not have any material impact on the ownership pattern and post approval, the promoter holding will remain at 28. 1%. Solar power generation is a high growth area in India with strong government impetus. The projects have fairly predictable cash flows. Also the management plans to acquire assets with strong counter parties and keep the exposure to Approve change in investment strategy and solar assets to less than 25% of AUM which Apr-June'2020 09-May-2020 INDIA GRID TRUST Postal Ballot Management For For consequent amendment to the trust deed minimizes risks further. Thus diversifying into solar assets is a sound strategy, especially as number of available transmission projects for acquisition is coming down. The proposed change in investment strategy will thus be beneficial for minority unit holders. Approve acquisition of Gurgaon-Palwal Transmission Normal course of business and has no material Apr-June'2020 09-May-2020 INDIA GRID TRUST Postal Ballot Management Limited (GPTL) for cash at an enterprise value not For For impact on minority unit holders.
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