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. exceeding Rs. 10.8 bn

Amarjit Singh Minocha is a Chartered Accountant and has over four decades of experience in various capacities in India and abroad including the DLF group till March 2012. He was appointed as an Independent Director on the board of DLF Reappoint Amarjit Singh Minocha (DIN: 00010490) as for five years in May 2015. SEBI’s LODR requires Apr-June'2020 18-May-2020 D L F LTD. Postal Ballot Management an Independent Director for five years till 19 May 2025 For For continuation of directors having attained the age and approve his continuation on the board of 75 to be ratified by shareholders through a special resolution: A. S. Minocha is 79 years old. He has attended all 7 board meetings held in FY20. His reappointment is in line with statutory requirements.

Approve continuation of Ravindra Kulkarni (DIN: ELANTAS BECK This is normal course of business. No negative Apr-June'2020 20-May-2020 Postal Ballot Management 00059367) as Independent Director till the expiry of For For INDIA LTD. impact on minority investors. his current term (up to 1 April 2024) The voting has been abstained for these proposals as the shareholding in this company is To approve issue of securities / equity of upto Rs. 50 Apr-June'2020 22-May-2020 YES BANK LTD. Postal Ballot Management For Abstain through passive Schemes like Index Funds / bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. HONDA SIEL Change in the name of the company from Honda Siel Normal course of business and no significant Apr-June'2020 24-May-2020 POWER PRODUCTS Postal Ballot Management Power Products Limited to Honda India Power For For impact on minority shareholders. LTD. Products Limited 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)

HONDA SIEL Normal course of business and no significant Apr-June'2020 24-May-2020 POWER PRODUCTS Postal Ballot Management Approve alterations to the AoA For For impact on minority shareholders. LTD. KOTAK MAHINDRA This is normal course of business and has no Apr-June'2020 24-May-2020 Postal Ballot Management To issue upto 65.0 mn equity shares For For BANK LTD. material impact for minority share holders.

The voting has been abstained for these proposals as the shareholding in this company is IDFC FIRST BANK Increase the authorized share capital and consequent Apr-June'2020 03-Jun-2020 Postal Ballot Management For Abstain through passive Schemes like Index Funds / LTD alteration to the Memorandum of Association Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is IDFC FIRST BANK Issue 862.44 mn equity shares at Rs 23.19 per share on Apr-June'2020 03-Jun-2020 Postal Ballot Management For Abstain through passive Schemes like Index Funds / LTD preferential basis to raise Rs 20.0 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The company is seeking approval to provide financial assistance in the form of loans to group entities in India. These entities include Abbott Healthcare Private Limited and Alere Medical Private Limited, St. Jude Medical India Private Limited (fellow subsidiaries) and any other entities which are or may form part of Abbott Group. The loans are being extended to support ABBOTT INDIA Approve loans upto Rs. 3.0 bn to group entities under the fellow subsidiaries’ liquidity requirements: Apr-June'2020 06-Jun-2020 Postal Ballot Management For For LTD. Section 185 these loans will be backed by the corporate guarantee from Abbott Laboratories, USA (ultimate holding company). Although outside of this resolution, we raise concern over the multiple entities Abbott has in India, in addition to the listed company. Shareholders must engage with the group to understand the rationale for the multiple entities and the distribution of products and services across these.

TATA Adoption of standalone & consolidated financial This is normal course of business and has no Apr-June'2020 11-Jun-2020 CONSULTANCY AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders. SERVICES LTD. Total dividend for the year aggregates Rs 73. 0 per share (Rs 30. 0 per share for FY19). In FY20 the total dividend aggregated to Rs. 319. 0 bn and Confirm payment of aggregate interim dividend of Rs the dividend payout ratio is high at 95. 9%. The TATA 27.0 per share, special dividend of Rs 40.0 per equity special dividend accounts for Rs 150. 1 bn of the Apr-June'2020 11-Jun-2020 CONSULTANCY AGM Management For For share and approve final dividend of Rs 6.0 per equity total dividend outflow. The special dividend has SERVICES LTD. share of face value Re 1.0 per share been paid in keeping with the company policy of returning accumulated surplus cash to shareholders through special dividend, every second or third year.

Ms. Aarthi Subramanian (DIN 07121802) is the Group Chief Digital Officer at Tata Sons Limited. Prior to joining Tata Sons Limited, she was Global TATA Head, Delivery Excellence, Governance & Reappoint Ms. Aarthi Subramanian (DIN 07121802) as Apr-June'2020 11-Jun-2020 CONSULTANCY AGM Management For For Compliance of TCS. She has been on the board of Director liable to retire by rotation SERVICES LTD. the company since 12 March 2015. She represents the interests of the promoter, Tata Sons Ltd on the board. Her reappointment is in line with the statutory 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 board proposes to increase the authorized share capital to Rs. 2. 0 bn, divided into 0. 2 bn HEALTHCARE Increase in authorized share capital from Rs. 1.32 bn to equity shares of Rs. 10 each. The company has a Apr-June'2020 12-Jun-2020 GLOBAL Postal Ballot Management Rs. 2.0 bn and consequent alteration to the For For headroom of Rs. 433. 1 mn available under ENTERPRISES LTD Memorandum of Association (MoA) the current authorized share capital. Increase in authorized share capital will enable the company to raise further capital of Rs. 6. 0 bn.

ACPL is an indirectly wholly owned by CVC Capital Partners Asia Pacific V L. P, a private equity firm. Based on the aggregate amount of Rs. 6 bn to be raised by HCG, the issuance will be at Rs. 110. 9 per share. Therefore, HCG is expected to raise Rs. 3. 275 bn from the issuance to fund capital expenditure and reduce debt. Post this preferential allotment, ACPL’s equity in HCG will aggregate 24. 97%, which is higher than the promoters’ 17. 93% equity (post-issuance) yet To issue up to 29.5 mn equity shares of face value of just below the trigger for an open offer. Existing HEALTHCARE Rs. 10 each on a preferential basis at a price not less shareholders will be diluted to the extent of Apr-June'2020 12-Jun-2020 GLOBAL Postal Ballot Management For For than Rs. 100 to Aceso Company Pte. Ltd (ACPL), a non- ~25%. HCG has consolidated debt of ~Rs. 7. 0 bn ENTERPRISES LTD promoter company and debt/EBITDA of 3. 8x on 31 December 2019, which is relatively high. Given the current inability of business to generate free cash, the business will have to raise funds to meet the debt obligation. The equity raise will improve the company’s capital structure and credit metrics. The board must articulate the extent of control that ACPL will have, given that, following this equity infusion, ACPL will be the single largest public shareholder owning more equity that HCG’s promoters.

Based on the issue price of Rs. 110. 9 per share, ACPL will additionally infuse Rs. 2. 47 bn in equity over an 18-month period, of which Rs. 626 mn (25%) will be paid upfront. With the additional equity, ACPL’s equity in HCG will reach 36. 48%, HEALTHCARE Approve issuance of 22.5 mn convertible warrants at a which will trigger an open offer, assuming there Apr-June'2020 12-Jun-2020 GLOBAL Postal Ballot Management floor price of Rs. 100 per each to Aceso Company Pte. For For in no other capital raise. With the preferential ENTERPRISES LTD Ltd (ACPL) on a preferential basis allotment (Resolution #2), dilution for existing shareholders will be ~37%, which is high. The board must articulate the extent of control that ACPL will have, given that, following this equity infusion and the equity warrants, ACPL will hold more than twice the equity of HCG’s promoters.

Although we do not favour issuance of warrants to promoters, we support the resolution as company’s financial health is deteriorating and HEALTHCARE Approve issuance of 2.0 mn convertible warrants at a there is a need for urgent fund infusion to meet Apr-June'2020 12-Jun-2020 GLOBAL Postal Ballot Management floor price of Rs. 100 per each to Dr. BS Ajaikumar as For For debt obligations. Further, the quantum of ENTERPRISES LTD promoter, on a preferential basis warrants issued to Dr. BS Ajaikumar is relatively low. Dr. BS Ajaikumar has a track record of fully exercising warrants in the past which were issued to him when the company was privately held. 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)

Approval for divestment of upto 29% equity stake in MAX FINANCIAL Max Life Insurance Co. Ltd. to Axis Bank Ltd. and or its This is normal course of business and has no Apr-June'2020 16-Jun-2020 Postal Ballot Management For For SERVICES LTD affiliates and for re-acquisition of shares in case of a material impact for minority share holders. subsequent exercise of a put option by Axis Bank

STATE BANK OF To elect four shareholder directors for three years This is normal course of business and has no Apr-June'2020 17-Jun-2020 EGM Management For For INDIA from 26 June 2020 material impact for minority share holders. SBI CARDS AND Approve related party transactions with State Bank of This is normal course of business and has no Apr-June'2020 17-Jun-2020 PAYMENT Postal Ballot Management India and SBI Capital Markets Limited from FY20 For For material impact for minority share holders. SERVICES LTD. onwards SBI CARDS AND Ratify pre-IPO SBI Cards – Employee Stock Option Plan This is normal course of business and has no Apr-June'2020 17-Jun-2020 PAYMENT Postal Ballot Management For For 2019 (ESOP Scheme 2019/ Scheme) material impact for minority share holders. SERVICES LTD.

GPL current gross borrowings (consolidated) on 31 March 2020 is ~ Rs. 25. 0 bn (excluding commercial papers), which is close to the existing borrowing limit. GPL will need to raise additional funds for completion of existing projects and for GODREJ Increase borrowing limit from Rs. 27.5 bn to Rs. 40.0 Apr-June'2020 18-Jun-2020 Postal Ballot Management For For future growth plans. GPL completed its QIP of Rs. PROPERTIES LTD. bn 21. 0 bn in FY20, which has improved the capital structure for the company and gives headroom to raise additional debt to fund growth. The outstanding rating on the company’s debt programme is ICRA AA/Stable/ ICRA A1+.

Secured loans generally have easier repayment GODREJ Apr-June'2020 18-Jun-2020 Postal Ballot Management Creation of charge on assets upto Rs. 40.0 bn For For terms, less restrictive covenants, and lower PROPERTIES LTD. interest rates. Adoption of financial statements for the year ended 31 This is normal course of business and has no Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For December 2019 material impact for minority shareholders.

The total dividend for 2019 is Rs. 342, while it Confirm payment of aggregate interim dividend of Rs paid a dividend of Rs. 115 in 2018. The total 101.0 per share, special dividend of Rs 180.0 per Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For dividend outflow including dividend tax for 2019 equity share and approve final dividend of Rs 61.0 per is Rs. 35. 6 bn. The dividend payout ratio for 2019 equity share of face value Rs. 10.0 per share is 180. 7% (82. 6% in 2018). Martin Roemkens is the Director- Technical and Reappoint Martin Roemkens (DIN: 07761271) as an has served on the board for the past three years. Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For Executive Director (Technical) His reappointment is in line with all statutory requirements. Ratify remuneration of Rs. 0.2 mn (plus service tax and The total remuneration proposed is reasonable out of pocket expenses) for Ramanath Iyer & Co. as Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For compared to the size and scale of the company’s cost auditors for the records of the milk food products operations. division for 2020 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)

Suresh Narayanan joined Nestlé in 1999 and was appointed as MD for a five-year term from 1 August 2015. He was paid a remuneration of Rs. 161. 7 mn in 2019 which was 140x the median employee remuneration. While his estimated FY20 remuneration (including variable pay) in the range of Rs. 174. 6 – 232. 2 mn is higher than the remuneration paid to peers, it has been aligned to company performance over the past five years. Reappoint Suresh Narayanan (DIN: 07246738) as Nestlé India has not disclosed the quantum of the Managing Director, not liable to retire by rotation, for Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For non-tradable performance share units of Nestlé S. a period of five years from 1 August 2020 and fix his A. That have been given to him in the past since remuneration his appointment to the current role or being proposed as a part of the current remuneration structure. As a measure of transparency, companies must provide details of all aspects of remuneration proposed. Although Suresh Narayanan is not liable to retire by rotation, we recognize that he is being appointed for a fixed term and his reappointment will need shareholder approval.

David McDaniel is a Chartered Management Accountant and was previously the CFO of Nestlé UK & Ireland since April 2016. While his estimated FY20 remuneration of Rs. 67. 6 mn is Appoint David McDaniel (DIN 08662504) as Whole- higher than that of remuneration paid to peers, it time Director (ED – Finance & Control and CFO) for a is commensurate with the size of the company. Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For period of five years w.e.f. 1 March 2020 and fix his However, Nestlé India has not disclosed the remuneration quantum of the non-tradable performance share units of Nestlé S. A. , if any that will form part of his current remuneration structure. As a measure of transparency, companies must provide details of all aspects of remuneration being proposed.

PR Ramesh is the former the former Director of Deloitte & Touche Assurance & Enterprise Risk Services India Private Limited and also served as a Appoint PR Ramesh (DIN: 01915274) as Independent Apr-June'2020 19-Jun-2020 NESTLE INDIA LTD. AGM Management For For member of Deloitte Global Board and Deloitte Director for a term of five years from 1 July 2020 Asia Pacific Board. His appointment as an Independent Director meets all statutory requirements.

HAVELLS INDIA Adoption of standalone and consolidated financial This is normal course of business and has no Apr-June'2020 22-Jun-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

The company has paid out an interim dividend of Rs. 4. 0 per equity share of face value Re. 1. 0 for the year ended 31 March 2020. No final dividend is being paid out and the interim dividend is being HAVELLS INDIA Confirm interim dividend of Rs. 4.0 per equity share as proposed to be confirmed as final dividend for Apr-June'2020 22-Jun-2020 AGM Management For For LTD. final dividend (face value Re. 1.0) FY20. The total dividend outflow including dividend tax for FY20 is Rs. 3. 0 bn. The dividend payout ratio is 41. 2%. This is normal course of business and has no material impact on minority shareholders. 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)

HAVELLS INDIA Reappoint TV Mohandas Pai (DIN: 00042167) as This is normal course of business and has no Apr-June'2020 22-Jun-2020 AGM Management For For LTD. Director, eligible to retire by rotation material impact on minority shareholders.

HAVELLS INDIA Reappoint Puneet Bhatia (DIN: 00143973) as Director, This is normal course of business and has no Apr-June'2020 22-Jun-2020 AGM Management For For LTD. eligible to retire by rotation material impact on minority shareholders.

Ratify remuneration of Rs. 900,000 (plus service tax The proposed remuneration is comparable to the HAVELLS INDIA and out of pocket expenses) for Sanjay Gupta & size and complexity of the business. This is normal Apr-June'2020 22-Jun-2020 AGM Management For For LTD. Associates, as cost auditors for the financial year course of business and has no material impact on ending 31 March 2021 minority shareholders.

Vellayan Subbiah is the MD of Tube Investments of India Limited. He was appointed on the board Reappoint Vellayan Subbiah (DIN: 01138759) as in October 2016. His reappointment as an HAVELLS INDIA Apr-June'2020 22-Jun-2020 AGM Management Independent Director for a period of five years from 22 For For Independent Director for another term of five LTD. June 2020 years, is in line with statutory requirements. This is normal course of business and has no material impact on minority shareholders.

B Prasada Rao is the MD of Steag Energy Services India and former CMD of Bharat Heavy Electricals Appoint B Prasada Rao (DIN:01705080) as HAVELLS INDIA Limited. His appointment is in line with the Apr-June'2020 22-Jun-2020 AGM Management Independent Director for a period of five years from 12 For For LTD. statutory requirements. This is normal course of May 2020 business and has no material impact on minority shareholders. Subhash S Mundra retired as Deputy Governor of Reserve Bank of India in July 2017. Prior to that, Appoint Subhash S Mundra (DIN:00979731) as he was the CMD of Bank of Baroda. His HAVELLS INDIA Apr-June'2020 22-Jun-2020 AGM Management Independent Director for a period of five years from 12 For For appointment is in line with the statutory LTD. May 2020 requirements. This is normal course of business and has no material impact on minority shareholders. Vivek Mehra, Chartered Accountant, was Partner/ED at PWC till April 2017. He was the founder and national leader for PwC Regulatory and M&A Practices and has been elected on PwC HAVELLS INDIA Appoint Vivek Mehra (DIN:00101328) as Independent Apr-June'2020 22-Jun-2020 AGM Management For For Governance Oversight Board for two consecutive LTD. Director for a period of five years from 12 May 2020 terms. His appointment is in line with the statutory requirements. This is normal course of business and has no material impact on minority shareholders.

KANSAI NEROLAC Adoption of financial statements for the year ended 31 This is normal course of business and has no Apr-June'2020 22-Jun-2020 AGM Management For For PAINTS LTD. March 2020 material impact on minority shareholders.

The total dividend outflow will be Rs. 1. 70 bn. KANSAI NEROLAC To declare final dividend of Rs. 3.15 per equity share The dividend pay-out ratio is 31. 78%. This is Apr-June'2020 22-Jun-2020 AGM Management For For PAINTS LTD. (face value Re.1) normal course of business and has no material impact on minority shareholders.

Anuj Jain, 51, was appointed as the Whole-time Director from 1 April 2018. He has attended all the meetings held during FY20. He retires by KANSAI NEROLAC To reappoint Anuj Jain (DIN: 08091524) as Director, Apr-June'2020 22-Jun-2020 AGM Management For For rotation and his reappointment is in line with PAINTS LTD. liable to retire by rotation statutory requirements. This is normal course of business and has no material impact on minority shareholders. 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 total remuneration proposed to be paid to the cost auditors in FY21 is reasonable compared KANSAI NEROLAC Ratify remuneration of Rs. 250,000 for D. C. Dave & Apr-June'2020 22-Jun-2020 AGM Management For For to the size and scale of the company’s operations. PAINTS LTD. Co. as cost auditors for FY21 This is normal course of business and has no material impact on minority shareholders.

Hitoshi Nishibayashi, 56, is a nominee of Kansai Paint Company Limited, Japan (KPJ). He is Executive Officer of Corporate Business Development Division at KPJ. He was Non- Appoint Hitoshi Nishibayashi (DIN: 03169150) as Non- Executive Director of the company from 30 July KANSAI NEROLAC Apr-June'2020 22-Jun-2020 AGM Management Executive Non-Independent Director to fill the casual For For 2010 till 22 July 2014. He has attended all the PAINTS LTD. vacancy caused by the resignation of Katsuhiko Kato meetings held during his tenure starting from 29 July 2019. His appointment is in line with statutory requirements. This is normal course of business and has no material impact on minority shareholders.

Shigeki Takahara, 61, is a nominee of Kansai Paint Company Limited, Japan (KPJ). He is Managing Executive Officer at KPJ as well as General Manager of Corporate Planning and Finance Appoint Shigeki Takahara (DIN: 08736626) as Non- Division. The company seeks to appoint him as KANSAI NEROLAC Executive Non-Independent Director to fill casual Apr-June'2020 22-Jun-2020 AGM Management For For Non-Executive Director w. E. F. 6 May 2020 to fill PAINTS LTD. vacancy caused by the resignation of Hidenori the casual vacancy caused by the resignation of Furukawa Hidenori Furukawa. His appointment is in line with statutory requirements. This is normal course of business and has no material impact on minority shareholders.

Takashi Tomioka, 47, is a nominee of Kansai Paint Company Limited, Japan (KPJ). He is General Manager of Corporate Planning Office at KPJ. On 29 July 2019, Hideshi Hasebe was appointed to fill the casual vacancy caused by the retirement of Appoint Takashi Tomioka (DIN: 08736654) as Non- Masaru Tanaka. On 6 May 2020, Hideshi Hasebe KANSAI NEROLAC Apr-June'2020 22-Jun-2020 AGM Management Executive Non-Independent Director to fill casual For For resigned from the board and now the company PAINTS LTD. vacancy caused by the resignation of Hideshi Hasebe seeks shareholders’ approval to appoint Takashi Tomioka to fill the casual vacancy. His appointment is in line with statutory requirements. This is normal course of business and has no material impact on minority shareholders. Reappoint Pradip Panalal Shah (DIN: 00066242) as KANSAI NEROLAC This is normal course of business and has no Apr-June'2020 22-Jun-2020 AGM Management Independent Director for five years w.e.f. 30 January For For PAINTS LTD. material impact on minority shareholders. 2020 up to 29 January 2025 Reappoint Noel Naval Tata (DIN: 00024713) as KANSAI NEROLAC This is normal course of business and has no Apr-June'2020 22-Jun-2020 AGM Management Independent Director for five years w.e.f. 30 January For For PAINTS LTD. material impact on minority shareholders. 2020 up to 29 January 2025 Ms. Sonia Singh, 55, is an independent brand strategist. She was appointed as Additional Director on 29 July 2019. She has attended all the Appoint Ms. Sonia Singh (DIN: 07108778) as KANSAI NEROLAC meetings held during her tenure. Her Apr-June'2020 22-Jun-2020 AGM Management Independent Director for three years w.e.f. 29 July For For PAINTS LTD. appointment is in line with the statutory 2019 up to 28 July 2022 requirements. This is normal course of business and has no material impact on minority shareholders. The regulations protect minority shareholders by Apr-June'2020 24-Jun-2020 VEDANTA LTD. Postal Ballot Management Voluntary delisting of equity shares For For allowing them to set the delisting price through a reverse book building process. 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 voting has been abstained for these proposals as the shareholding in this company is ADANI POWER Adoption of standalone and consolidated financial Apr-June'2020 25-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI POWER Reappoint Gautam Adani (DIN: 00006273) as Non- Apr-June'2020 25-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI POWER Apr-June'2020 25-Jun-2020 AGM Management To shift the registered office of the company For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI POWER Apr-June'2020 25-Jun-2020 AGM Management Issue securities up to Rs. 25.0 bn For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI POWER Approve remuneration of Rs. 65,000 payable to Kiran J Apr-June'2020 25-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Mehta & Co as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI POWER Ratify Rs. 53.5 bn loan repayment in FY20 to Adani Apr-June'2020 25-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Infra (India) Limited Ltd., a related party Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

This in line with all statutory requirements. This is MAHINDRA C I E Adoption of financial statements for the year ended 31 Apr-June'2020 25-Jun-2020 AGM Management For For in normal course of business and does not have AUTOMOTIVE LTD. December 2019 any impact on minority shareholders. Zhooben Dossabhoy, 59, has been associated with the Mahindra group for the past three MAHINDRA C I E Reappoint Zhooben Dossabhoy (DIN: 00110373) as Apr-June'2020 25-Jun-2020 AGM Management For For decades. He retires by rotation and his AUTOMOTIVE LTD. Non- Executive Non-Independent Director reappointment is in line with all statutory requirements. The total remuneration proposed is reasonable MAHINDRA C I E Approve remuneration of Rs. 1.32 mn for Dhananjay V Apr-June'2020 25-Jun-2020 AGM Management For For compared to the size and scale of the company’s AUTOMOTIVE LTD. Joshi & Associates as cost auditors for 2020 operations. Manoj Mullassery Menon, 51, has a bachelor’s in production engineering from National Institute of Technology, Calicut and has a master’s in management studies from Symbiosis Institute of Appoint Manoj Mullassery Menon (DIN: 07642469) as Business Management. He was the ED and CEO, MAHINDRA C I E Apr-June'2020 25-Jun-2020 AGM Management a Director liable to retire by rotation from 17 October For For Mahindra Gears and Transmissions Private AUTOMOTIVE LTD. 2019 Limited, a previous wholly owned subsidiary of Mahindra CIE. He has around three decades of experience in the automotive industry. His appointment is in line with all statutory 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)

Manoj Mullassery Menon is being appointed as a Whole-time director for a period of three years from 17 October 2019. We estimate his annual remuneration at Rs. 20. 9 mn. The company has Appoint Manoj Mullassery Menon (DIN: 07642469) as MAHINDRA C I E not disclosed the quantum of stock options that Apr-June'2020 25-Jun-2020 AGM Management a Whole-time director for a period of three years from For For AUTOMOTIVE LTD. will be granted to him. Nevertheless, his 17 October 2019 and fix his remuneration estimated remuneration is in line with peers and commensurate with the size and scale of company’s operations. Further, he is a professional and his skills carry market value.

Anil Haridass, 61, is graduate in metallurgical engineering from PSG College of Technology, University of Madras. He has been associated MAHINDRA C I E Appoint Anil Haridass (DIN: 00266080) as a Director Apr-June'2020 25-Jun-2020 AGM Management For For with Bill Forge Private Limited (a wholly owned AUTOMOTIVE LTD. liable to retire by rotation from 10 December 2019 subsidiary now merged with the company) since 1982. His appointment is in line with all statutory requirements.

Anil Haridass is being appointed as a Whole-time director for a period of three years from 10 December 2019. We estimate his annual remuneration at Rs. 20. 9 mn. The company has Appoint Anil Haridass (DIN: 00266080) as a Whole- MAHINDRA C I E not disclosed the quantum of stock options that Apr-June'2020 25-Jun-2020 AGM Management time director for a period of three years from 10 For For AUTOMOTIVE LTD. will be granted to him. Nevertheless, his December 2019 and fix his remuneration estimated remuneration is in line with peers and commensurate with the size and scale of company’s operations. Further, he is a professional and his skills carry a market value.

The voting has been abstained for these ADANI PORTS & proposals as the shareholding in this company is SPECIAL Adoption of standalone and consolidated financial Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds.

The voting has been abstained for these ADANI PORTS & proposals as the shareholding in this company is SPECIAL Confirm the payment of interim dividend of Rs. 3.2 per Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE share (face value Rs. 2.0) for FY20 Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds.

The voting has been abstained for these ADANI PORTS & proposals as the shareholding in this company is SPECIAL Declare dividend on 0.01% non-cumulative Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE redeemable preference shares for FY20 Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds.

The voting has been abstained for these ADANI PORTS & proposals as the shareholding in this company is SPECIAL Apr-June'2020 26-Jun-2020 AGM Management Reappoint Karan Adani (DIN: 00006322) as Director For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds.

The voting has been abstained for these ADANI PORTS & Appoint Bharat Sheth (DIN: 00022102) as Independent proposals as the shareholding in this company is SPECIAL Apr-June'2020 26-Jun-2020 AGM Management Director for a term of three years from 15 October For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE 2019 Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds. 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 voting has been abstained for these ADANI PORTS & proposals as the shareholding in this company is SPECIAL Ratify corporate guarantee of USD 420 mn for FY21 Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE with Dhamra LNG Terminal Pvt Ltd, a related party Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds.

The voting has been abstained for these ADANI PORTS & proposals as the shareholding in this company is SPECIAL Apr-June'2020 26-Jun-2020 AGM Management To shift the registered office of the company For Abstain through passive Schemes like Index Funds / ECONOMIC ZONE Exchange Traded Funds/Arbitrage Funds/ LTD. Arbitrage positions in other Funds.

VARUN Adoption of financial statements for the year ended 31 This is normal course of business and has no Apr-June'2020 26-Jun-2020 AGM Management For For BEVERAGES LTD December 2019 material impact for minority shareholders.

Kapil Agarwal, 55, is the CEO. His reappointment VARUN Reappoint Kapil Agarwal (DIN: 02079161) as Executive is in line with statutory requirements. This is Apr-June'2020 26-Jun-2020 AGM Management For For BEVERAGES LTD Director normal course of business and has no material impact for minority shareholders.

Reappoint Varun Jaipuria (DIN: 02465412) as Executive VARUN This is normal course of business and has no Apr-June'2020 26-Jun-2020 AGM Management Director for a further term of five years w.e.f. 1 For For BEVERAGES LTD material impact for minority shareholders. November 2019 and fix his remuneration

Raj Gandhi, 62, has about four decades of experience in finance, strategy, M&A, governance and legal. He has been associated with the group for the past 27 years. He was last reappointed as Executive Director for a term of five years in Reappoint Raj Gandhi (DIN: 00003649) as Executive November 2014. Raj Gandhi was paid a VARUN Apr-June'2020 26-Jun-2020 AGM Management Director for a term of further five years w.e.f. 1 For For remuneration of Rs. 48. 6 mn in 2019. We BEVERAGES LTD November 2019 and fix his remuneration estimate his 2020 remuneration at Rs. 51. 0 mn. Which is reasonable, in line with peers and commensurate with the overall performance of the company. This is normal course of business and has no material impact for minority shareholders.

Rajinder Jeet Singh Bagga, 56, holds a masters’ degree in mechanical engineering from IIT Kanpur. He has been associated with the company for the past 24 years. The proposed Appoint Rajinder Jeet Singh Bagga (DIN: 08440479) as VARUN remuneration of Rs. 32. 5 mn for Rajinder Jeet Apr-June'2020 26-Jun-2020 AGM Management Executive Director for a term of five years w.e.f. 2 May For For BEVERAGES LTD Singh Bagga is reasonable, in line with peers and 2019 and fix his remuneration commensurate with the overall performance of the company. This is normal course of business and has no material impact for minority shareholders.

Presently, the company has six non-executive directors on its board. The company has not paid Approve payment of commission to non-executive any commission to non-executive directors in the VARUN Apr-June'2020 26-Jun-2020 AGM Management directors upto 0.5% of profits for a period of five years For For past. We expect the company to be judicious in BEVERAGES LTD from 2020 paying commission to its non-executive directors. This is normal course of business and has no material impact for minority shareholders.

The voting has been abstained for these proposals as the shareholding in this company is ADANI Adoption of standalone and consolidated financial Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is ADANI Confirm interim dividend of Re. 1.0 per share (Face Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. Value Re. 1.0) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI Apr-June'2020 26-Jun-2020 AGM Management Reappoint Vinay Prakash (DIN: 03634648) as Director For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI Apr-June'2020 26-Jun-2020 AGM Management Issue securities up to Rs. 25.0 bn For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI Approve remuneration of Rs. 55,000 payable to KV Apr-June'2020 26-Jun-2020 AGM Management For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. Melwani & Associates as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is ADANI Apr-June'2020 26-Jun-2020 AGM Management Shift the registered office of the company For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Adoption of standalone & consolidated financial This is normal course of business and has no Apr-June'2020 27-Jun-2020 INFOSYS LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders.

Infosys has paid an interim dividend of Rs. 8. 0 per equity share and is proposing to pay Rs. 9. 5 Approve final dividend of Rs. 9.5 per equity share of per equity share as final dividend. Total dividend Apr-June'2020 27-Jun-2020 INFOSYS LTD. AGM Management For For face value Rs 5.0 per share payout for FY20 amounts to Rs. 17. 5 per share and aggregate to Rs. 95. 5 bn. The total dividend payout ratio is 61. 5% of the standalone PAT.

Salil Parekh is Chief Executive Officer and Reappoint Salil Parekh (DIN: 01876159) as Director Managing Director of Infosys. He attended 88% of Apr-June'2020 27-Jun-2020 INFOSYS LTD. AGM Management For For liable to retire by rotation the meetings held in FY20. His reappointment is in line with all statutory requirements.

Uri Levine, 55, is a serial entrepreneur with 30 years of experience in the high-tech business. He co-founded Waze, the world’s largest community- based driving traffic and navigation app which was acquired by Google in June 2013. He serves Appoint Uri Levine (DIN: 08733837) as an Independent Apr-June'2020 27-Jun-2020 INFOSYS LTD. AGM Management For For as the co-founder and chairperson of FeeX, Director FairFly, Refundit and Fibo. He serves on the board of directors of Moovit, Seetree, LiveCare, HERE Technology and Dynamo. His appointment as Independent Director meets all statutory requirements. The company proposes alterations to the MoA in ASTRAZENECA Approve alteration to the Memorandum of Association order to align it with the provisions of the Apr-June'2020 27-Jun-2020 PHARMA INDIA Postal Ballot Management For For (MoA) Companies Act 2013. These alterations are LTD. procedural in nature. 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)

ASTRAZENECA Adopt a new Articles of Association (AoA) in line with This is normal course of business and has no Apr-June'2020 27-Jun-2020 PHARMA INDIA Postal Ballot Management For For Companies Act 2013 material impact for minority share holders. LTD. Motherson Sumi Systems Limited’s (MSSL) consolidated debt on 31 March 2020 was ~ Rs. 116. 7 bn and the debt to equity ratio at a consolidated level stood at 0. 78x. The proposed Approve creation of charge/security on the MOTHERSON charge on assets is commensurate with the assets/properties of the company up to aggregate of Apr-June'2020 27-Jun-2020 SUMI SYSTEMS Postal Ballot Management For For company’s borrowing limit under the Companies paid up share capital, securities premium and free LTD. Act, 2013, i. E. , the aggregate of paid up share reserves capital, securities premium and free reserves. Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

We generally discourage having non-executive non-independent directors in non-retiring positions on the board, since it gives them board MOTHERSON Approve amendment to Articles of Association to allow permanency. However, nominee directors are Apr-June'2020 27-Jun-2020 SUMI SYSTEMS Postal Ballot Management lenders to appoint Nominee Director(s) not liable to For For appointed by the banks / financial institutions / LTD. retire by rotation debenture trustees to safeguard their rights. We draw comfort from the fact that such nominee directors usually retire from the board once the company has fulfilled its debt obligations.

MOTHERSON Approve amendment to Articles of Association to Regulations allow companies to have a board size Apr-June'2020 27-Jun-2020 SUMI SYSTEMS Postal Ballot Management increase the maximum board size to twelve from For For of upto fifteen directors. The proposed increase is LTD. eleven in line with regulations. MAHINDRA & MAHINDRA Approve increase in authorized share capital to Rs. 5.5 This is normal course of business and has no Apr-June'2020 30-Jun-2020 EGM Management For For FINANCIAL bn from Rs. 1.9 bn material impact for minority share holders. SERVICES LTD. MAHINDRA & Approve amendment in Memorandum of Association MAHINDRA This is normal course of business and has no Apr-June'2020 30-Jun-2020 EGM Management (MoA) to reflect the increase in authorized share For For FINANCIAL material impact for minority share holders. capital SERVICES LTD. HINDUSTAN Adoption of financial statements for the year ended 31 This is normal course of business and has no Apr-June'2020 30-Jun-2020 AGM Management For For UNILEVER LTD. March 2020 material impact on the minority shareholders.

The total dividend outflow including dividend tax Ratify interim dividend of Rs. 11 per share and declare for FY20 is Rs. 61. 4 bn. The dividend pay-out ratio HINDUSTAN Apr-June'2020 30-Jun-2020 AGM Management final dividend of Rs. 14 per share of face value Re. 1.0 For For for FY20 is 91. 1%. This is normal course of UNILEVER LTD. each business and has no material impact on the minority shareholders. Dev Bajpai, 54, is Executive Director, Legal and Corporate Affairs. He retires by rotation and his HINDUSTAN reappointment is in line with statutory Apr-June'2020 30-Jun-2020 AGM Management Reappoint Dev Bajpai (DIN: 00050516) as Director For For UNILEVER LTD. requirements. This is normal course of business and has no material impact on the minority shareholders. Srinivas Phatak, 48, is Executive Director, Finance & IT and the CFO. He retires by rotationand his HINDUSTAN reappointment is in line with statutory Apr-June'2020 30-Jun-2020 AGM Management Reappoint Srinivas Phatak (DIN: 02743340) as Director For For UNILEVER LTD. requirements. This is normal course of business and has no material impact on the minority shareholders. 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)

Wilhelmus Uijen, 45, is Executive Director, Supply Chain. He retires by rotation and his Reappoint Wilhemus Uijen (DIN: 08614686) as HINDUSTAN reappointment is in line with statutory Apr-June'2020 30-Jun-2020 AGM Management Director for 5 years effective 1 January 2020, liable to For For UNILEVER LTD. requirements. This is normal course of business retire by rotation. and has no material impact on the minority shareholders.

Dr Ashish Gupta, 53 is the Co-Founder of Helion Advisors, a venture capital firm. He was a Venture Partner with Woodside Fund and he also co- founded Tavant Technologies and Junglee. Com, which were later acquired by Amazon. He has Appoint Dr. Ashish Gupta (DIN: 00521511) as HINDUSTAN also worked at Oracle Corporation and IBM. He is Apr-June'2020 30-Jun-2020 AGM Management Independent Director for five years from 31 January For For UNILEVER LTD. the owner of several patents, published in 2020 international journals and authored a book published by MIT press. His appointment is in line with statutory requirements. This is normal course of business and has no material impact on the minority shareholders.

The company has been judicious in its Approve payment of commission, not exceeding 1% of commission payouts to non-executive directors in HINDUSTAN the net profits or Rs. 30 mn in aggregate, whichever is the past with the maximum aggregate Apr-June'2020 30-Jun-2020 AGM Management For For UNILEVER LTD. lower, to non-executive directors for three years from commission at 0. 2% of net profit. This is normal 1 April 2020 course of business and has no material impact on the minority shareholders.

The total remuneration proposed to be paid to the cost auditors in FY21 is reasonable compared HINDUSTAN Approve remuneration of Rs 1.2 mn for RA & Co. as Apr-June'2020 30-Jun-2020 AGM Management For For to the size and scale of the company’s operations. UNILEVER LTD. cost auditors for FY21 This is normal course of business and has no material impact on the minority shareholders. This is in normal course of business and does not SCHAEFFLER INDIA Adoption of financial statements for the year ended 31 Apr-June'2020 30-Jun-2020 AGM Management For For have any material impact on minority LTD. December 2019 shareholders.

The total dividend outflow is ~ Rs. 1. 1 bn and the dividend payout ratio is 29. 8%. Despite a 12. 4% fall in profits, dividend of Rs 35. 0 per share was SCHAEFFLER INDIA Declare dividend of Rs. 35.0 per equity share (face Apr-June'2020 30-Jun-2020 AGM Management For For 16. 7% higher than Rs 30. 0 per share paid in LTD. value Rs. 10.0) for 2019 2018. Dividend Distribution Tax will no longer be applicable from 1 April 2020. Dividend will be taxable in the hands of the shareholders.

Jurgen Ziegler, 53, represents Schaeffler Group on the board and is currently the Regional CEO – SCHAEFFLER INDIA Reappoint Jürgen Ziegler [DIN: 07092477] as a Non- Schaeffler Europe. He is a promoter Apr-June'2020 30-Jun-2020 AGM Management For For LTD. Executive Non-Independent Director representative on the board. He has attended 100% of the board meetings held in 2019. His reappointment meets all statutory requirements.

Klaus Rosenfeld, 56, represents Schaeffler Group on the board and is currently the CEO – Schaeffler SCHAEFFLER INDIA Reappoint Klaus Rosenfeld [DIN: 07087975] as a Non- AG. He is a promoter representative on the Apr-June'2020 30-Jun-2020 AGM Management For For LTD. Executive Non-Independent Director board. He has attended 75% of the board meetings held in 2019. His reappointment meets all statutory 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)

BSR & Co. LLP were appointed as the statutory auditors in the AGM of 2015 for five years. They have been the auditors of the company for the last nine years. Schaeffler India proposes to reappoint them for a period of one year, which Reappoint BSR & Co LLP as statutory auditors for one SCHAEFFLER INDIA will complete their tenure of ten years as per Apr-June'2020 30-Jun-2020 AGM Management year and authorise the board to fix their remuneration For For LTD. provisions of Section 139 of Companies Act 2013. for 2020 They were paid a remuneration of Rs 10. 6 mn in 2018 and Rs 12. 4 mn in 2019. The proposed remuneration of 11. 0 mn is reasonable compared to the size and scale of the company’s operations.

Harsha Kadam, 54, joined Schaeffler in 2018, as President – Industrial Business. Prior to Schaeffler, he was the CEO of AGI Glaspac (India). He is now being promoted to Managing Director of Schaeffler India. While we do not support SCHAEFFLER INDIA Apr-June'2020 30-Jun-2020 AGM Management Appoint Harsha Kadam [DIN: 07736005] as Director For For director appointments that are not liable to retire LTD. by rotation because it creates board permanency; since Harsha Kadam is being appointed as Executive Director for a fixed term of five years (resolution #7), there will be an opportunity to vote on his reappointment.

Harsha Kadam is being appointed as Managing Director from 1 October 2019 at a proposed remuneration of 31. 1 mn (including short- and long-term bonus) from 2020 He was paid a Appoint Harsha Kadam [DIN: 07736005] as Managing SCHAEFFLER INDIA remuneration of Rs. 4. 6 mn for the three months Apr-June'2020 30-Jun-2020 AGM Management Director for five years from 1 October 2019 and to fix For For LTD. since appointment. His maximum proposed his remuneration remuneration over the remainder of his tenure is Rs 48. 9 mn; which is in line with peers and commensurate with the size and scale of the operations of Schaeffler India. Arvind Balaji, 45, is Joint Managing Director – Lucas -TVS Ltd. And Managing Director - India SCHAEFFLER INDIA Appoint Arvind Balaji [DIN: 00557711], as Independent Apr-June'2020 30-Jun-2020 AGM Management For For Nippon Electricals Ltd. His appointment as LTD. Director for five years from 6 November 2019 Independent Director meets all statutory requirements. Amit Kalyani, 44, is Deputy Managing Director - SCHAEFFLER INDIA Appoint Amit Kalyani [DIN: 00089430], as Independent Bharat Forge Ltd. His appointment as Apr-June'2020 30-Jun-2020 AGM Management For For LTD. Director for five years from 11 February 2020 Independent Director meets all statutory requirements. Considering the amount of time and efforts devoted and responsibilities shouldered, the company proposes payment of sitting fees and profit related commission (of Rs 2. 4 mn) to non- executive directors who are in employment of any Schaeffler Group Company, effective year Approve payment of commission of Rs 2.4 mn for the SCHAEFFLER INDIA 2019. Remunerating non-executive directors Apr-June'2020 30-Jun-2020 AGM Management year 2019 to Non-executive Directors, who are in For For LTD. representing the parent company, while being employment of any Schaeffler group company legal, is an unusual practice – one that is not commonly seen across MNCs in India. Shareholders must engage with the company to understand its rationale / perspective in remunerating the non-executive non- independent directors. 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)

Shareholders had approved payment of commission to non-executive directors (not in the employment of any Schaeffler group company) for five years in the AGM of 2016. The company seeks shareholder approval for paying commission, not exceeding 0. 5% of profits, to all non-executive directors from 2020 onwards. Such SCHAEFFLER INDIA Approve payment of commission to non-executive commission excludes sitting fees being paid to the Apr-June'2020 30-Jun-2020 AGM Management For For LTD. directors from 2020 non-executive directors for attending board and committee meetings. Presently, Schaeffler India has seven non-executive directors on its board, of which three directors are in employment of Schaeffler group companies. As profits grow, we expect the company to be judicious in paying commission to its non-executive directors as it has in the past (0. 15% of PBT in FY19).

The total remuneration proposed is reasonable SCHAEFFLER INDIA Approve remuneration of Rs. 225,000 for YS Thakar & Apr-June'2020 30-Jun-2020 AGM Management For For compared to the size and scale of the company’s LTD. Co. as cost auditors for 2020 operations.

In light of the COVID-19 crisis and its impact on stock prices, KPIT proposes to reduce the exercise price of 3. 79mn options under its ESOS 2019A scheme to a price determined by the Nomination and Remuneration Committee (NRC) which shall not be lower than the face value of the share (Rs. 10. 0 per equity share). Previous grants are out of money. We recognize the need to retain and KPIT Re-price the options granted under the KPIT reward key talent, especially in the context of the Apr-June'2020 30-Jun-2020 TECHNOLOGIES Postal Ballot Management Technologies Ltd – Employee Stock Option Scheme For For salary cuts implemented. Although we do not LTD. 2019 A (ESOS 2019A) encourage stock options at a deep discount to market price, we recognize that the vesting of the options will be based on performance criteria that will be set by the NRC, which will align the interests of employees with those of shareholders. Further, after adjusting for the cost of stock options against the salary cuts, the proposal is likely to be EPS positive.

The company seeks to extend the revised ESOS KPIT Approve extending ESOS 2019A with amendments to 2019A scheme to employees of subsidiaries as Apr-June'2020 30-Jun-2020 TECHNOLOGIES Postal Ballot Management For For employees of the subsidiary companies well. Our view on this resolution is linked to our LTD. opinion on resolution #1. Adoption of standalone financial statements for the This is normal course of business and no major July- Sep'2020 03-Jul-2020 RALLIS INDIA LTD. AGM Management For For year ended 31 March 2020 impact on minority shareholders. Adoption of consolidated financial statements for the This is normal course of business and no major July- Sep'2020 03-Jul-2020 RALLIS INDIA LTD. AGM Management For For year ended 31 March 2020 impact on minority shareholders. To declare final dividend of Rs.2.5 per equity share This is normal course of business and no major July- Sep'2020 03-Jul-2020 RALLIS INDIA LTD. AGM Management For For (face value Re.1) impact on minority shareholders. This is normal course of business and no major July- Sep'2020 03-Jul-2020 RALLIS INDIA LTD. AGM Management Reappoint R. Mukundan (DIN: 00778253) as Director For For impact on minority shareholders. Ratify remuneration of Rs. 500,000 payable to D. C. This is normal course of business and no major July- Sep'2020 03-Jul-2020 RALLIS INDIA LTD. AGM Management For For Dave & Co, as cost auditors for FY21 impact on minority shareholders. TATA CONSUMER Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 06-Jul-2020 AGM Management For For PRODUCTS LTD. year ended 31 March 2020 material impact for minority shareholders.

TATA CONSUMER Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 06-Jul-2020 AGM Management For For PRODUCTS LTD. year ended 31 March 2020 material impact for minority shareholders. 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 dividend for FY20 has increased to Rs. 2. 7 for FY20, compared to Rs. 2. 5 in FY19. The total TATA CONSUMER Approve final dividend of Rs. 2.7 per share of face dividend outflow for FY20 is Rs. 3. 4 bn and the July- Sep'2020 06-Jul-2020 AGM Management For For PRODUCTS LTD. value Re.1.0 each for FY20 dividend payout ratio is 65. 4%. This is normal course of business and has no material impact for minority shareholders.

Harish Bhat, 58, represents Tata Sons Limited on the board. He is also the Chairperson of Tata Coffee Ltd. And has served on the board for the TATA CONSUMER Reappoint Harish Bhat (DIN: 00478198) as Non- July- Sep'2020 06-Jul-2020 AGM Management For For past six years. His reappointment is in line with all PRODUCTS LTD. Executive Non-Independent Director statutory requirements. This is normal course of business and has no material impact for minority shareholders.

The remuneration proposed to be paid to the cost auditor in FY21 is reasonable compared to the TATA CONSUMER Ratify remuneration of Rs. 0.4 mn payable to M/s July- Sep'2020 06-Jul-2020 AGM Management For For size and scale of operations. This is normal course PRODUCTS LTD. Shome & Banerjee, as cost auditors for FY21 of business and has no material impact for minority shareholders.

Sunil D’ Souza, 53, joins TCPL from Whirlpool of India Ltd. , where he served as the Managing Appoint Sunil D’Souza as Managing Director and Chief Director. He has over 25 years of experience TATA CONSUMER July- Sep'2020 06-Jul-2020 AGM Management Executive Officer for a term of five years w.e.f. 4 April For For working in various leadership positions in the PRODUCTS LTD. 2020 and fix his remuneration consumer products and consumer durables sectors. This is normal course of business and has no material impact for minority shareholders.

SHREE CEMENT Adoption of standalone and consolidated financial Normal course of business and no material July- Sep'2020 06-Jul-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 impact on minority shareholders. SHREE CEMENT Confirm interim dividend of Rs. 110.0 per share (face Normal course of business and no material July- Sep'2020 06-Jul-2020 AGM Management For For LTD. value Rs. 10.0) impact on minority shareholders. SHREE CEMENT Reappoint Prashant Bangur (DIN: 00403621), as Normal course of business and no material July- Sep'2020 06-Jul-2020 AGM Management For For LTD. Director impact on minority shareholders. SHREE CEMENT Ratify remuneration of Rs. 500,000 payable to KG Normal course of business and no material July- Sep'2020 06-Jul-2020 AGM Management For For LTD. Goyal & Associates as cost auditors for FY21 impact on minority shareholders. Appoint Ms. Uma Ghurka (DIN: 00351117), as SHREE CEMENT Normal course of business and no material July- Sep'2020 06-Jul-2020 AGM Management Independent Director for five years from 11 November For For LTD. impact on minority shareholders. 2019 Reappoint Sanjiv Krishnaji Shelgikar (DIN: 00094311), SHREE CEMENT Normal course of business and no material July- Sep'2020 06-Jul-2020 AGM Management as Independent Director for five years from 5 August For For LTD. impact on minority shareholders. 2020 Adoption of financial statements for the year ended 31 Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management For For December 2019 impact on minority shareholders. Confirm the payment of interim dividend of Rs. 14 per Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management For For equity share (face value Rs 10) for 2019 impact on minority shareholders. Reappoint Martin Kriegner (DIN:00077715) as Non- Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management For For Executive Non-Independent Director impact on minority shareholders. Reappoint Vijay Kumar Sharma (DIN:02449088) as Non- Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management For For Executive Non-Independent Director impact on minority shareholders. Reappoint Neeraj Akhoury (DIN: 07419090) as Non- Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management Executive Director liable to retire by rotation from 21 For For impact on minority shareholders. February 2020 Appoint Sridhar Balakrishnan (DIN: 08699523) as Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management Executive Director from 20 February 2020, not liable to For For impact on minority shareholders. retire by rotation Appoint Sridhar Balakrishnan (DIN: 08699523) as Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management Managing Director and CEO for a term of five years For For impact on minority shareholders. from 21 February 2020 and fix his remuneration 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)

Ratify Messrs DC Dave & Co as cost auditors for 2020 Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management For For and fix their remuneration impact on minority shareholders. Approve payment of commission to Non-Executive Normal course of business and no material July- Sep'2020 06-Jul-2020 A C C LTD. AGM Management Directors of upto 1% of profits for a period of five For For impact on minority shareholders. years from 2020 BRITANNIA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 07-Jul-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

The total dividend payout (including dividend distribution tax) for FY20 aggregates to Rs. 8. 4 BRITANNIA Confirm interim dividend of Rs. 35 per share (face July- Sep'2020 07-Jul-2020 AGM Management For For bn. The dividend payout ratio for FY20 was 60%. INDUSTRIES LTD. Value Rs. 1.0 each) This is normal course of business and has no material impact for minority shareholders. Nusli N. Wadia, 76, is part of the promoter group and a non-executive director. He retires by BRITANNIA Reappoint Nusli N. Wadia (DIN: 00015731) as Director rotation and his reappointment is in line with July- Sep'2020 07-Jul-2020 AGM Management For For INDUSTRIES LTD. liable to retire by rotation statutory requirements. This is normal course of business and has no material impact for minority shareholders. Britannia is rotating its auditors. The board proposes to appoint Walker Chandiok and Co (part of the Grant Thornton India network) as Appoint Walker Chandiok & Co as statutory auditors BRITANNIA statutory auditors for a period of five years. Their July- Sep'2020 07-Jul-2020 AGM Management for a period of five years and authorize the board to fix For For INDUSTRIES LTD. appointment is in line with the statutory their remuneration requirements. This is normal course of business and has no material impact for minority shareholders. TATA CHEMICALS Adoption of standalone financial statements for the This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management For For LTD. year ended 31 March 2020 on minority shareholders. TATA CHEMICALS Adoption of consolidated financial statements for the This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management For For LTD. year ended 31 March 2020 on minority shareholders. TATA CHEMICALS This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management Declare dividend of Rs.11.0 per share For For LTD. on minority shareholders. TATA CHEMICALS This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management Reappoint R Mukundan (DIN: 00778253) as Director For For LTD. on minority shareholders. Appoint Dr. CV Natraj (DIN: 07132764) as an TATA CHEMICALS This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management Independent Director for a period of five years from 8 For For LTD. on minority shareholders. August 2019 to 7 August 2024 Appoint KBS Anand (DIN: 03518282) as an TATA CHEMICALS This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management Independent Director for a period of five years from 15 For For LTD. on minority shareholders. October 2019 to 14 October 2024 TATA CHEMICALS Ratify remuneration of Rs. 750,000 payable to D. C. This is normal course of business and no impact July- Sep'2020 07-Jul-2020 AGM Management For For LTD. Dave & Co as cost auditors for FY21 on minority shareholders. AMBUJA CEMENTS Adoption of financial statements for the year ended 31 Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. December 2019 impact on minority shareholders. AMBUJA CEMENTS Confirm payment of interim dividend of Rs. 1.5 per Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. equity share (face value Rs 2) for 2019 impact on minority shareholders. AMBUJA CEMENTS Reappoint Jan Jenisch (DIN: 07957196) as Non- Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. Executive Director liable to retire by rotation impact on minority shareholders. AMBUJA CEMENTS Reappoint Martin Kriegner (DIN: 00077715) as Non- Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. Executive Director liable to retire by rotation impact on minority shareholders.

AMBUJA CEMENTS Reappoint Christof Hassig (DIN: 01680305) as Non- Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. Executive Director liable to retire by rotation impact on minority shareholders. Approve payment of commission to Non-Executive AMBUJA CEMENTS Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management Directors upto 1% of profits for five years from 1 For For LTD. impact on minority shareholders. January 2020 AMBUJA CEMENTS Appoint Neeraj Akhoury (DIN: 07419090) as Executive Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. Director not liable to retire by rotation impact on minority shareholders. 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)

Appoint Neeraj Akhoury (DIN: 07419090) as the AMBUJA CEMENTS Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management Managing Director and CEO for five years from 21 For For LTD. impact on minority shareholders. February 2020 and fix his remuneration AMBUJA CEMENTS Ratify P.M. Nanabhoy & Co. as cost auditors for 2020 Normal course of business and no material July- Sep'2020 10-Jul-2020 AGM Management For For LTD. and fix their remuneration at Rs. 1.0 mn impact on minority shareholders. Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management For For March 2020 material impact for minority share holders.

To reappoint Jamal Pradhan (DIN-00308504), as This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management For For Director liable to retire by rotation material impact for minority share holders. To appoint SR Batliboi & Associates LLP as statutory This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management auditors for four years till AGM of 2024 and fix their For For material impact for minority share holders. remuneration at Rs 9.2 mn To reappoint Ms. Rupa Devi Singh (DIN - 02191943) as This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management Independent Director for three years from 22 January For For material impact for minority share holders. 2020 To appoint Amyn Jassani (DIN - 02945319) as This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management Independent Director for five years from 25 January For For material impact for minority share holders. 2020 To appoint Shabbir Merchant (DIN-07438419) as This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management Independent Director for five years from 25 January For For material impact for minority share holders. 2020 To appoint Somasundaram PR (DIN - 00356363) as This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management Independent Director for five years from 25 January For For material impact for minority share holders. 2020 To appoint Rafiq Somani (DIN-01351871) as This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management For For Independent Director for five years from 9 March 2020 material impact for minority share holders. To increase borrowing powers up to Rs 55.0 bn or the This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management aggregate of the paid-up capital and free reserves, For For material impact for minority share holders. whichever is higher To approve raising of funds by issue of bonds/ This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management debentures/ securities on Private Placement basis up For For material impact for minority share holders. to Rs 5.0 bn To issue equity shares to qualified institutional buyers This is normal course of business and has no July- Sep'2020 11-Jul-2020 D C B BANK LTD. AGM Management For For through qualified institutions placement upto Rs 5.0 bn material impact for minority share holders.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 13-Jul-2020 WIPRO LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

Wipro Ltd (Wipro) has paid interim dividend of Re. 1. 0 per share (face value of Rs. 2. 0 per equity share) on 27 January 2020 as final dividend for Confirm interim dividend of Re. 1.0 per share (face FY20. The total dividend paid aggregates to Rs. 6. July- Sep'2020 13-Jul-2020 WIPRO LTD. AGM Management For For value of Rs. 2.0 per equity share) as final dividend 9 bn. The dividend payout ratio is 7. 9% of the standalone PAT. Wipro has returned money to shareholders through buybacks in FY17, FY18 and FY20.

Azim H. Premji is the founder of Wipro. He retired as Chairperson and MD of Wipro from 30 July Reappoint Azim H. Premji (DIN: 00234280) as Director July- Sep'2020 13-Jul-2020 WIPRO LTD. AGM Management For For 2019. He has attended 100% of all meetings held liable to retire by rotation in FY20. His reappointment meets all statutory 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)

Thierry Delaporte comes from Capgemini where he was COO and a member of its Group Executive Board. He has track record of building highly successful businesses, driving change, leading cross-cultural teams as well as conceptualising and integrating mergers and acquisitions. Wipro, at its current stage of business, needs a Appoint Thierry Delaporte (DIN: 08107242) as Chief changemaker. Thierry Delaporte’s proposed July- Sep'2020 13-Jul-2020 WIPRO LTD. AGM Management Executive Officer and Managing Director for five years For For remuneration is estimated at Rs. 445. 1mn for from 6 July 2020 and fix his remuneration FY21. Of his total pay across the appointment tenure, ~50% is variable and linked to achieving the performance targets set by the board. We encourage Wipro to disclose the performance metrics on which variable pay / stock units will be based. Although the proposed remuneration is higher than peers, we support the resolution as a large proportion of it is linked to performance.

Deepak M. Satwalekar, 71, has a wide management experience across finance and banking. He is Chairperson, board of governors of the Indian Institute of Management, Indore. He was the MD of HDFC Ltd till 2000. He was then Appoint Deepak M. Satwalekar (DIN: 00009627) as an the MD and CEO of HDFC Standard Life Insurance July- Sep'2020 13-Jul-2020 WIPRO LTD. AGM Management Independent Director for five years from 1 July 2020 For For Company Ltd till 2008. Further, the board seeks and approve his continuation on the board approval for his continuation on the board post attaining 75 years of age, in line with SEBI’s LODR. He will attain 75 years of age on 14 November 2023. His appointment as an Independent Director meets all statutory requirements.

STATE BANK OF Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 14-Jul-2020 AGM Management For For INDIA March 2020 material impact for minority share holders. To create, offer, allot equity shares by way of a public issue/ private placement/ QIP/ GDR/ ADR/ any other STATE BANK OF This is normal course of business and has no July- Sep'2020 14-Jul-2020 EGM Management mode, for an amount not exceeding Rs. 200 bn, For For INDIA material impact for minority share holders. provided that the equity shareholding of GOI does not fall below 52% Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

Mindtree Ltd (Mindtree) has paid interim dividends of Rs. 3. 0 per equity share (face value of Rs. 10. 0 per equity share) on 31 October 2019 Approve final dividend of Rs. 10 per share (face value and is proposing to pay Rs. 10. 0 per equity share July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management of Rs. 10.0 per equity share) and confirm payment of For For as final dividend. Total dividend for FY20 is Rs. 13. interim dividend of Rs. 3.0 per share for FY20 0 per share and aggregates to Rs. 2. 2 bn. The total dividend payout ratio is 35. 5% of the standalone PAT.

Jayant Patil, 65, is Whole-time Director, Larsen & Toubro Limited and manages L&T’s Defence Reappoint Jayant Damodar Patil (DIN: 01252184) as business and L&T NxT. He attended 100% of the July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For Director liable to retire by rotation meetings held in FY20. His reappointment as director, retiring by rotation meets all statutory 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)

Deloitte Haskins and Sells was appointed as the statutory auditors in the AGM of FY15 for five years. Mindtree proposes to reappoint them for a period of five years, which will complete their Reappoint Deloitte Haskins and Sells as statutory tenure of ten years as per provisions of Section July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management auditors for five years and fix their remuneration for For For 139 of Companies Act 2013. They were paid a FY21 remuneration of Rs. 25. 2 mn in FY20. The proposed remuneration of 23. 5 mn for FY21 is reasonable compared to the size and scale of the company’s operations.

Krishnakumar Natarajan is the erstwhile founder of Mindtree who stepped down from the board after Larsen & Toubro Limited acquired a majority stake in the company in July 2019. He and his Reclassify Krishnakumar Natarajan, Ms. Akila relatives hold 7. 9 mn shares in the company July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management Krishnakumar, Abhirath K Kumar and Siddarth Krishna For For representing 4. 8% of the share capital. They are Kumar from promoter to public category no longer engaged in the management of day to day affairs of Mindtree and are not involved in the decision-making process. They seek reclassification to public shareholders in line with regulatory compliance.

Rostow Ravanan is the erstwhile founder of Mindtree who stepped down from the board after Larsen & Toubro Limited acquired a majority stake in the company in July 2019. He and his wife hold 1. 1 mn shares in the company representing Reclassify Rostow Ravanan, Ms. Seema Ravanan from July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For 0. 7% of the share capital. They are no longer promoter to public category engaged in the management of day to day affairs of Mindtree and are not involved in the decision- making process. They seek reclassification to public shareholders in line with regulatory compliance.

NS Parthasarathy is the erstwhile founder of Mindtree who stepped down from the board after Larsen & Toubro Limited acquired a majority stake in the company in July 2019. He and his Reclassify NS Parthasarathy, NG Srinivasan, Ms. relatives hold 2. 2 mn shares in the company July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management Jayanthi Vasudevan, Ms. Jayasri Dwarakanath and For For representing 1. 3% of the share capital. They are Krishnaswamy L P from promoter to public category no longer engaged in the management of day to day affairs of Mindtree and are not involved in the decision-making process. They seek reclassification to public shareholders in line with regulatory compliance.

Subroto Bagchi is the erstwhile founder of Mindtree who stepped down from the board after Larsen & Toubro Limited acquired a majority stake in the company in July 2019. He and his relatives hold 7. 4 mn shares in the company Reclassify Subroto Bagchi, Ms. Susmita Bagchi and July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For representing 4. 5% of the share capital. They are Sanjay Kumar Panda from promoter to public category no longer engaged in the management of day to day affairs of Mindtree and are not involved in the decision-making process. They seek reclassification to public shareholders in line with regulatory compliance. 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)

LSO Investment Private Limited is promoted by Kamran Ozair and Scott Staples with the primary purpose of making investments in Mindtree. Kamran Ozair and Scott Staples do not hold any equity shares in Mindtree and their investments in Mindtree are through LSO Investments Private Limited. LSO Investment Private Ltd hold 1. 9 mn Reclassify LSO Investment Private Ltd from promoter July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For shares in the company representing 1. 1% of the to public category share capital. The promoters of LSO Investment Private Ltd are no longer engaged in the management of day to day affairs of Mindtree and are not involved in the decision-making process. The company seeks reclassification to public shareholders in line with regulatory compliance.

Kamran Ozair is the erstwhile founder of Mindtree who left the company after Larsen & Toubro Limited acquired a majority stake in the Reclassify Kamran Ozair from promoter to public July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For company in July 2019. He holds shares in category Mindtree through LSO Investment Private Ltd. He seeks reclassification to public shareholders in line with regulatory compliance.

Scott Staples is the erstwhile founder of Mindtree who left the company after Larsen & Toubro Limited acquired a majority stake in the company Reclassify Scott Staples from promoter to public July- Sep'2020 14-Jul-2020 MINDTREE LTD. AGM Management For For in July 2019. He holds shares in Mindtree through category LSO Investment Private Ltd. He seeks reclassification to public shareholders in line with regulatory compliance.

RELIANCE Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For INDUSTRIES LTD. year ended 31 March 2020 material impact on minority shareholders.

RELIANCE Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For INDUSTRIES LTD. year ended 31 March 2020 material impact on minority shareholders. Declare dividend of Rs. 6.5 per fully paid-up equity RELIANCE share (face value Rs. 10.0) and pro-rata dividend of Rs. This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For INDUSTRIES LTD. 1.625 per partly paid-up equity shares issued as part of material impact on minority shareholders. rights issue RELIANCE This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management Reappoint Hital Meswani (DIN: 00001623) as Director For For INDUSTRIES LTD. material impact on minority shareholders.

RELIANCE This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management Reappoint P. M. S. Prasad (DIN: 00012144) as Director For For INDUSTRIES LTD. material impact on minority shareholders.

RELIANCE Reappoint Hital Meswani as Whole-time Director for This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For INDUSTRIES LTD. five years from 4 August 2020 and fix his remuneration material impact on minority shareholders.

RELIANCE Appoint K. V. Chowdary (DIN: 08485334) as Non- This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For INDUSTRIES LTD. Executive Director from 18 October 2019 material impact on minority shareholders.

RELIANCE Ratify payment of aggregate remuneration of Rs. 6.38 This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For INDUSTRIES LTD. mn to cost auditors for FY21 material impact on minority shareholders. RELIANCE Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders. (PARTLY PAID) 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)

RELIANCE Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders. (PARTLY PAID) Declare dividend of Rs. 6.5 per fully paid-up equity RELIANCE share (face value Rs. 10.0) and pro-rata dividend of Rs. This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management For For 1.625 per partly paid-up equity shares issued as part of material impact on minority shareholders. (PARTLY PAID) rights issue RELIANCE This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management Reappoint Hital Meswani (DIN: 00001623) as Director For For material impact on minority shareholders. (PARTLY PAID) RELIANCE This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management Reappoint P. M. S. Prasad (DIN: 00012144) as Director For For material impact on minority shareholders. (PARTLY PAID) RELIANCE Reappoint Hital Meswani as Whole-time Director for This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management For For five years from 4 August 2020 and fix his remuneration material impact on minority shareholders. (PARTLY PAID) RELIANCE Appoint K. V. Chowdary (DIN: 08485334) as Non- This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management For For Executive Director from 18 October 2019 material impact on minority shareholders. (PARTLY PAID) RELIANCE Ratify payment of aggregate remuneration of Rs. 6.38 This is a normal course of business and has no July- Sep'2020 15-Jul-2020 INDUSTRIES LTD. AGM Management For For mn to cost auditors for FY21 material impact on minority shareholders. (PARTLY PAID) CASTROL INDIA Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. December 2019 material impact on minority shareholders.

CASTROL INDIA Reappoint Ms. Rashmi Joshi (DIN: 06641898) as a This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. Director material impact on minority shareholders.

CASTROL INDIA Ratify remuneration of Rs. 350,000 payable to Kishore This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. Bhatia & Associates as cost auditors for 2020 material impact on minority shareholders. Reappoint Omer Dormen (DIN: 07282001) as CASTROL INDIA This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management Managing Director from 12 October 2019 to 31 For For LTD. material impact on minority shareholders. December 2019 and approve his remuneration Reappoint Jayanta Chatterjee (DIN: 06986918) as CASTROL INDIA This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management Executive Director for another term of five years from For For LTD. material impact on minority shareholders. 30 October 2019 and fix his remuneration

Reappoint R. Gopalakrishnan (DIN: 00027858) as CASTROL INDIA Independent Director for another term of five years This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. from 1 October 2019 and approve his continuation on material impact on minority shareholders. the board after attaining the age of 75 years

Reappoint Uday Khanna (DIN: 00079129) as CASTROL INDIA Independent Director for another term of five years This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. from 1 October 2019 and approve his continuation on material impact on minority shareholders. the board after attaining the age of 75 years Appoint Rakesh Makhija (DIN: 00117692) as CASTROL INDIA This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management Independent Director for a term of five years from 1 For For LTD. material impact on minority shareholders. October 2019 CASTROL INDIA Appoint Sandeep Sangwan (DIN: 08617717) as a This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. Director material impact on minority shareholders. Appoint Sandeep Sangwan (DIN: 08617717) as CASTROL INDIA This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management Managing Director for a term of five years from 1 For For LTD. material impact on minority shareholders. January 2020 and fix his remuneration Approve remuneration payable to Non-Executive CASTROL INDIA Directors not exceeding 1% of net profits for a period This is a normal course of business and has no July- Sep'2020 15-Jul-2020 AGM Management For For LTD. of five years from 2020, capped at Rs. 2.0 mn per material impact on minority shareholders. director FEDERAL BANK Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority share holders. 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)

FEDERAL BANK Reappoint Shyam Srinivasan (DIN: 02274773) as This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management For For LTD. director liable to retire by rotation material impact for minority share holders.

To appoint Varma & Varma (for four years) and Borkar FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management & Muzumdar (for three years) as joint central statutory For For LTD. material impact for minority share holders. auditors at an annual remuneration of Rs. 13.0 mn

To authorize the board to appoint branch auditors for FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management FY21 and fix their remuneration in consultation with For For LTD. material impact for minority share holders. the joint central statutory auditors Reappoint Shyam Srinivasan (DIN: 02274773) as MD & FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management CEO for one year till 22 September 2020 and to fix his For For LTD. material impact for minority share holders. remuneration Take on record RBI approval for appointment of Grace FEDERAL BANK Koshie (DIN: 06765216) as part-time chairperson and This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management For For LTD. approve her remuneration from 7 November 2019 till material impact for minority share holders. 21 November 2021 Appoint Ms. Grace Koshie (DIN: 06765216) as FEDERAL BANK Non–Executive Non–Independent Director, liable to This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management For For LTD. retire by rotation from 17 July 2020 till 21 November material impact for minority share holders. 2021 Appoint Sudarshan Sen (DIN: 03570051) as FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management Independent Director for five years from 11 February For For LTD. material impact for minority share holders. 2020 Reappoint Ashutosh Khajuria (DIN: 05154975) as FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management Executive Director from 28 January 2020 till 31 March For For LTD. material impact for minority share holders. 2021 and fix his remuneration Appoint Ms. Shalini Warrier, Chief Operating Officer FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management (DIN: 08257526) as Executive Director for three years For For LTD. material impact for minority share holders. from 15 January 2020 and fix her remuneration

FEDERAL BANK Approve raising of funds through issuance of bonds This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management For For LTD. upto Rs 80.0 bn material impact for minority share holders. Approve increase in the authorized share capital and FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management consequent amendment to the Memorandum of For For LTD. material impact for minority share holders. Association FEDERAL BANK This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management Approve issuance of securities upto Rs 40.0 bn For For LTD. material impact for minority share holders.

FEDERAL BANK Approve alteration of object clauses of Memorandum This is normal course of business and has no July- Sep'2020 16-Jul-2020 AGM Management For For LTD. of Association material impact for minority share holders.

Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management For For year ended 31 March 2020 material impact for minority share holders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management For For year ended 31 March 2020 material impact for minority share holders.

Confirm payment of interim dividend of Rs. 1.5 per This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management For For equity share (face value Rs. 10.0) material impact for minority share holders.

Reappoint Vijay Mahajan (DIN: 00038794), as director This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management For For liable to retire by rotation material impact for minority share holders. Appoint Haribhakti & Co. LLP as statutory auditors for This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management two years till the AGM of 2022 and to fix their For For material impact for minority share holders. remuneration Appoint Ms. Veena Mankar (DIN: 00004168) as a Non- This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management For For Executive, Non-Independent Director material impact for minority share holders. 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)

Appoint Ms. Ranjana Agarwal (DIN: 03340032) as This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management Independent Director for five years from 30 November For For material impact for minority share holders. 2019 Appoint Rajeev Ahuja (DIN: 00003545) as Executive This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management Director for three years from 21 February 2020 and to For For material impact for minority share holders. fix his remuneration Reappoint Prakash Chandra (DIN: 02839303) as This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management Non–Executive Part Time Chairperson and to fix his For For material impact for minority share holders. remuneration Approve payment of performance bonus and revision This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management in remuneration of Vishwavir Ahuja (DIN: 00074994) For For material impact for minority share holders. as MD & CEO from 30 June 2020, till expiry of his term

Approve increase in borrowing limits to Rs 280.0 bn This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management For For from Rs 220.0 bn material impact for minority share holders. Issue Long Term Bonds/Non-Convertible Debentures This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management aggregating up to Rs. 30.0 bn on private placement For For material impact for minority share holders. basis Extend the exercise period of unexercised options by This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management two years and increase the number of options by For For material impact for minority share holders. 17.5mn under Employees Stock Option Plan 2018

Approve amendment to and enhancement of limit for This is normal course of business and has no July- Sep'2020 17-Jul-2020 RBL BANK LTD AGM Management issuance of shares under Employees Stock Option Plan For For material impact for minority share holders. 2018 for employees of subsidiary companies

L&T TECHNOLOGY Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 17-Jul-2020 AGM Management For For SERVICES LTD statements for the year ended 31 March 2020 material impact for minority shareholders.

L&T Technology Services Limited (LTTS) has paid an interim dividend of Rs. 7. 5 per equity share (face value Rs. 2. 0 per equity share) on 5 November 2019 and is proposing to pay Rs. 13. 5 L&T TECHNOLOGY Approve final dividend of Rs. 13.5 per share (face value July- Sep'2020 17-Jul-2020 AGM Management For For per equity share as final dividend. The total SERVICES LTD Rs. 2.0 per equity share) for FY20 dividend aggregates to Rs. 2. 4 bn and represents a payout ratio of 30. 4%. The total dividend for FY20 is Rs. 21. 0 per share and remains unchanged over the previous year.

S. N. Subrahmanyan, 60, is the Vice Chairperson, L&T Technology Services Limited. He is the CEO L&T TECHNOLOGY Reappoint S. N. Subrahmanyan (DIN: 02255382) as and MD of Larsen & Toubro Limited. He attended July- Sep'2020 17-Jul-2020 AGM Management For For SERVICES LTD Director 100% of the meetings held in FY20. He retires by rotation and his reappointment is in line with statutory requirements.

Dr. Keshab Panda, 62, is the MD and CEO, L&T Technology Services Limited. He attended 100% L&T TECHNOLOGY Reappoint Dr. Keshab Panda (DIN: 05296942) as July- Sep'2020 17-Jul-2020 AGM Management For For of the meetings held in FY20. He retires by SERVICES LTD Director rotation and his reappointment is in line with statutory requirements.

Ms. Apurva Purohit, 54, is the President of the Jagran Group. She has over three decades of Appoint Ms. Apurva Purohit (DIN: 00190097) as an L&T TECHNOLOGY experience in the media and entertainment July- Sep'2020 17-Jul-2020 AGM Management Independent Director for five years from 11 December For For SERVICES LTD industry. She leads the digital, print, radio and 2019 outdoor divisions for the group. Her appointment is in line with statutory 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)

Abhishek Sinha, 48, is being appointed as Chief Operating Officer. He has over 20 years of industry experience across engineering and enterprise software areas. His key strengths are making business competitive through strategy formulation and execution, operational excellence and talent leadership. Prior to joining LTTS, he was an Executive Board Member & Chief L&T TECHNOLOGY Appoint Abhishek Sinha (DIN: 07596644) as Director, July- Sep'2020 17-Jul-2020 AGM Management For For People and Operations Officer (CPOO) at KPIT SERVICES LTD liable to retire by rotation Technologies Ltd. He was responsible for laying out the operational framework and operational governance of all businesses within the company (both IT and engineering) to help in achieving profitable growth. He attended 100% of the meetings held in FY20. He is liable to retire by rotation and his appointment is in line with statutory requirements.

Abhishek Sinha, 48, has over 20 years of industry experience across engineering and enterprise software areas. He was paid Rs. 54. 7 mn in FY20, including the fair value of stock options granted. The company proposes to keep his remuneration unchanged for FY21 due to the impact of the COVID-19 pandemic. The board may revise his Appoint Abhishek Sinha (DIN: 07596644) as Chief remuneration based on improvements in the L&T TECHNOLOGY July- Sep'2020 17-Jul-2020 AGM Management Operating Officer and Whole Time Director for three For For future situation, with the annual increment SERVICES LTD years from 18 October 2019 and fix his remuneration limited to 8% of his existing remuneration. His proposed remuneration of Rs. 54. 7 mn for FY21 (assuming similar fair value of stock options as that in FY20) is in line with peers and commensurate with the size and complexity of the business. The company must disclose the likely quantum of stock options he will be granted each year.

Dr. Keshab Panda, 62, has served on the board for the past eight years. He was last reappointed as CEO & MD for three years from 10 January 2018. He was paid Rs. 83. 3 mn in FY20, excluding the perquisite value of stock options exercised. The company proposes to keep his remuneration unchanged for FY21 due to the impact of the Revise remuneration of Dr. Keshab Panda (DIN: COVID-19 pandemic. The board may revise his L&T TECHNOLOGY July- Sep'2020 17-Jul-2020 AGM Management 05296942) as Chief Executive Officer and Managing For For remuneration based on improvements in the SERVICES LTD Director from 1 April 2020 future situation, with the annual increment limited to 4% of FY20 remuneration. The proposed remuneration of Rs. 83. 3 mn (excluding ESOPs) is in line with peers and commensurate with the size and complexity of the business. The company must cap the absolute amount of incentive and disclose the likely quantum of stock options he will be granted. 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)

Amit Chadha is the Deputy Chief Executive and Whole-Time Director. He was paid Rs. 57. 4 mn in FY20, excluding the perquisite value of stock options exercised. The company proposes to keep his remuneration unchanged for FY21 due to the impact of the COVID-19 pandemic. The board may revise his remuneration based on Revise remuneration of Amit Chadha (DIN: 07076149) L&T TECHNOLOGY improvements in the future situation, with the July- Sep'2020 17-Jul-2020 AGM Management as Deputy Chief Executive Officer and Whole Time For For SERVICES LTD annual increment limited to 4% of FY20 Director from 1 April 2020 remuneration. The proposed remuneration of Rs. 57. 4 mn (excluding ESOPs) is in line with peers and commensurate with the size and complexity of the business. The company must cap the absolute amount of incentive and disclose the likely quantum of stock options he will be granted.

Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For year ended 31 March 2020 material impact for minority share holders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For year ended 31 March 2020 material impact for minority share holders.

To confirm the special interim dividend of Rs. 5.0 per This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For equity share (face value Rs. 2) material impact for minority share holders.

Reappoint Kaizad Bharucha (DIN 02490648), as This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For Director liable to retire by rotation material impact for minority share holders.

To approve the remuneration payable to MSKA & This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For Associates as statutory auditors for FY21 material impact for minority share holders.

Ratify remuneration paid to MSKA & Associates as This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For statutory auditors for FY20 material impact for minority share holders.

Reappoint Malay Patel (DIN 06876386) as Independent This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For Director for three years from 31 March 2020 material impact for minority share holders. Reappoint Kaizad Bharucha (DIN 02490648) as This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management Executive Director for three years from 13 June 2020 For For material impact for minority share holders. and fix his remuneration Appoint Ms Renu Karnad (DIN 00008064) as Non- This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management Executive Non-Independent Director, liable to retire by For For material impact for minority share holders. rotation To ratify and approve related party transactions with This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management Housing Development Finance Corporation Limited For For material impact for minority share holders. (HDFC) for FY21 To ratify and approve the related party transactions This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For with HDB Financial Services Limited (HDBFSL) for FY21 material impact for minority share holders.

To issue debt securities up to Rs. 500.0 bn on private This is normal course of business and has no July- Sep'2020 18-Jul-2020 H D F C BANK LTD. AGM Management For For placement basis material impact for minority share holders.

POLYCAB INDIA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

POLYCAB INDIA Confirm interim dividend of Rs. 7 per share (face Value This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For LTD. Rs. 10.0 each) material impact for minority shareholders. 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)

He is liable to retire by rotation and his reappointment is in line with statutory POLYCAB INDIA Reappoint Ajay Jaisinghani (DIN: 00276588) as Director July- Sep'2020 21-Jul-2020 AGM Management For For requirements. This is normal course of business LTD. liable to retire by rotation and has no material impact for minority shareholders. The total remuneration proposed to be paid to the cost auditor in FY21 is reasonable compared POLYCAB INDIA Ratify remuneration of Rs. 3,30,000 payable to N. July- Sep'2020 21-Jul-2020 AGM Management For For to the size of company operations. This is normal LTD. Ritesh & Associates as cost auditor for FY21 course of business and has no material impact for minority shareholders.

ELANTAS BECK Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For INDIA LTD. December 2019 material impact on minority shareholders.

ELANTAS BECK To declare final dividend of Rs. 5.0 per equity share This is a normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For INDIA LTD. (face value Rs.10) material impact on minority shareholders.

ELANTAS BECK This is a normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management Reappoint Martin Babilas (DIN:00428631) as a Director For For INDIA LTD. material impact on minority shareholders.

ELANTAS BECK Ratify remuneration of Rs. 125,000 for Dhananjay V This is a normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For INDIA LTD. Joshi & Associates as cost auditors for 2019 material impact on minority shareholders. Appoint Srikumar Ramakrishnan (DIN 07685069) as ELANTAS BECK This is a normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management Managing Director for a period of 3 years effective 1 For For INDIA LTD. material impact on minority shareholders. August 2019 BAJAJ FINANCE Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority share holders.

BAJAJ FINANCE Confirm interim dividend of Rs. 10.0 per share (face This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For LTD. value Rs. 2.0) as final dividend material impact for minority share holders.

BAJAJ FINANCE This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management To reappoint Madhur Bajaj (DIN 00014593) as Director For For LTD. material impact for minority share holders. Reappoint Rajeev Jain (DIN: 01550158) as Managing BAJAJ FINANCE This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management Director for a period of five years w.e.f. 1 April 2020 For For LTD. material impact for minority share holders. and fix his remuneration BAJAJ FINANCE Issue of non-convertible debentures through private This is normal course of business and has no July- Sep'2020 21-Jul-2020 AGM Management For For LTD. placement material impact for minority share holders.

Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 21-Jul-2020 TATA ELXSI LTD. AGM Management For For March 2020 material impact for minority shareholders.

The total dividend for FY20 is Rs. 16. 5 per share while the company paid a dividend of Rs. 13. 5 Approve final dividend of Rs.16.5 per share of face July- Sep'2020 21-Jul-2020 TATA ELXSI LTD. AGM Management For For per share in FY19. The total dividend outflow for value Re.10.0 each for FY20 FY20 is Rs. 1. 0 bn. The dividend payout ratio for FY20 is 40. 1% (34. 9% in 2019).

Ankur Verma, 44, represents Tata Sons Limited on the board. He is the Senior Vice President, Chairperson’s Office, Tata Sons Limited. He is a Reappoint Ankur Verma (DIN: 07761271) as a Non- July- Sep'2020 21-Jul-2020 TATA ELXSI LTD. AGM Management For For Non-Executive Non-Independent Director and Executive Non-Independent Director was appointed as a director on the board with effect from 1 August 2018. His reappointment is in line with all statutory requirements. HDFC LIFE Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 21-Jul-2020 INSURANCE AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders. COMPANY LTD. HDFC LIFE Reappoint Ms. Renu Sud Karnad (DIN: 00008064) as This is normal course of business and has no July- Sep'2020 21-Jul-2020 INSURANCE AGM Management Non-Executive Non-Independent Director liable to For For material impact for minority share holders. COMPANY LTD. retire by rotation 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)

HDFC LIFE To fix the remuneration of Joint Statutory Auditors at This is normal course of business and has no July- Sep'2020 21-Jul-2020 INSURANCE AGM Management For For Rs 11.4 mn for FY21 material impact for minority share holders. COMPANY LTD. HDFC LIFE Appoint Ms. Stephanie Bruce (DIN: 08594969) as Non- This is normal course of business and has no July- Sep'2020 21-Jul-2020 INSURANCE AGM Management For For Executive Non-Independent Director material impact for minority share holders. COMPANY LTD. AU SMALL Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management For For March 2020 material impact for minority share holders. LTD AU SMALL Reappoint Sanjay Agarwal (DIN: 00009526), as director This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management For For liable to retire by rotation material impact for minority share holders. LTD AU SMALL Appoint Mankal Shankar Sriram (DIN: 00588922) as This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management Independent Director for three years upto 20 October For For material impact for minority share holders. LTD 2022 AU SMALL Appoint Pushpinder Singh (DIN: 08496066) as This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management Independent Director for three years upto 20 October For For material impact for minority share holders. LTD 2022 AU SMALL Appoint Kannan Gopalaraghavan Vellur This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management (DIN:03443982)as Independent Director for three For For material impact for minority share holders. LTD years upto 21 January 2023 AU SMALL To approve issuance of debt securities on a private This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management For For placement basis upto a limit of Rs 120 bn material impact for minority share holders. LTD AU SMALL Amend the Employee Stock Option Scheme 2015 Plan This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management A&B (ESOP Scheme 2015) to accommodate changes For For material impact for minority share holders. LTD in the paid-up capital structure AU SMALL Amend the Employee Stock Option Scheme 2016 This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management (ESOP Scheme 2016) to accommodate changes in the For For material impact for minority share holders. LTD paid-up capital structure AU SMALL Amend the Employee Stock Option Scheme 2018 This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management (ESOP Scheme 2018) to accommodate changes in the For For material impact for minority share holders. LTD paid-up capital structure AU SMALL This is normal course of business and has no July- Sep'2020 21-Jul-2020 FINANCE BANK AGM Management Approve issuance of securities upto Rs 25.0 bn For For material impact for minority share holders. LTD The voting has been abstained for these proposals as the shareholding in this company is BAJAJ FINSERV Adoption of standalone and consolidated financial July- Sep'2020 21-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BAJAJ FINSERV Confirm interim dividend of Rs. 5.0 per share (face July- Sep'2020 21-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. value Rs. 5.0) as final dividend Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BAJAJ FINSERV July- Sep'2020 21-Jul-2020 AGM Management Reappoint Rajiv Bajaj (DIN: 00018262) as Director For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BAJAJ FINSERV Ratify remuneration of Rs. 60,000 payable to July- Sep'2020 21-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Dhananjay V Joshi & Associates, cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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)

HOUSING DEVELOPMENT This is normal course of business and has no July- Sep'2020 21-Jul-2020 Postal Ballot Management To approve issuance of securities upto Rs 140.0 bn For For FINANCE CORPN. material impact for minority share holders. LTD. HOUSING DEVELOPMENT To approve Employees Stock Option Scheme – 2020 This is normal course of business and has no July- Sep'2020 21-Jul-2020 Postal Ballot Management For For FINANCE CORPN. (ESOS–2020) material impact for minority share holders. LTD. SUNDARAM Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 22-Jul-2020 AGM Management For For FINANCE LTD. statements for the year ended 31 March 2020 material impact for minority share holders. To declare interim dividend of Rs. 10.0 per share and SUNDARAM This is normal course of business and has no July- Sep'2020 22-Jul-2020 AGM Management final dividend of Rs. 3.0 per equity share (face value Rs. For For FINANCE LTD. material impact for minority share holders. 10.0) for FY20 SUNDARAM This is normal course of business and has no July- Sep'2020 22-Jul-2020 AGM Management To reappoint A N Raju (DIN:00036201) as Director For For FINANCE LTD. material impact for minority share holders.

SUNDARAM This is normal course of business and has no July- Sep'2020 22-Jul-2020 AGM Management To reappoint Harsha Viji (DIN: 0602484) as Director For For FINANCE LTD. material impact for minority share holders. Reappoint Harsha Viji as Deputy Managing Director for SUNDARAM This is normal course of business and has no July- Sep'2020 22-Jul-2020 AGM Management five years from 24 September 2020 and fix his For For FINANCE LTD. material impact for minority share holders. remuneration Appoint Rajiv C Lochan (DIN: 05309534) as Director- SUNDARAM This is normal course of business and has no July- Sep'2020 22-Jul-2020 AGM Management Strategy for five years from 3 June 2020 and fix his For For FINANCE LTD. material impact for minority share holders. remuneration This is in normal course of business and does not Adoption of standalone and consolidated financial July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management For For have any material impact on minority statements for the year ended 31 March 2020 shareholders. The total dividend outflow (including dividend Confirm interim dividend of Rs. 120.0 per equity share July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management For For tax) is Rs. 41. 9 bn, while the dividend payout (face value Rs. 10.0) as final dividend for the year ratio is 82. 3%. Madhur Bajaj, 68, is part of the promoter family. He retires by rotation. He attended just 5 out of 8 (63%) board meetings held in FY20 but has Reappoint Madhur Bajaj (DIN: 00014593) as a Non- attended 88% meetings held in the past three July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management Executive Non-Independent Director liable to retire by For For years. We expect directors to take their rotation responsibilities seriously and attend all board meetings. His reappointment is in line with statutory requirements.

Reappoint Shekhar Bajaj (DIN: 00089358) as a Non- Shekhar Bajaj, 72, is part of the promoter family. July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management Executive Non-Independent Director liable to retire by For For He retires by rotation and his reappointment is in rotation line with statutory requirements.

Rajiv Bajaj belongs to the promoter group and has been associated with the company since 1990. He has been the Managing Director since April 2005. The proposed remuneration terms are open ended. Further, growth in his remuneration has Reappoint Rajiv Bajaj (DIN: 00018262) as Managing outpaced growth of profits and revenue. July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management Director and CEO for five years from 1 April 2020 and For For Notwithstanding, his estimated remuneration for fix his remuneration FY21 of Rs. 326. 1 mn is commensurate with the size and scale of operations of the company. Further, a substantial part (~65%) of his remuneration has been variable in nature. We expect the company to be judicious in its remuneration pay-outs. 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)

Ms. Gita Piramal, 66, is an author and part of the Piramal Group. The company proposes to reappoint her as Independent Director for five years from 1 April 2020. She has been on the Reappoint Ms. Gita Piramal (DIN 01080602) as July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management For For board of Bajaj Finserv Limited (group company) Independent Director for five years from 1 April 2020 since July 2014. We will classify her as non- independent once she completes an association of 10 years with the group. Her reappointment is in line with statutory requirements.

Abhinav Bindra, 38, is a retired athlete in Sport Shooting and won India’s first individual Olympic Gold Medal. He is the recipient of the Padma Bhushan from the Government of India. He is also the founder of Abhinav Bindra Foundation, a non- Appoint Abhinav Bindra (DIN 00929250) as profit organisation that works to integrate sport July- Sep'2020 22-Jul-2020 BAJAJ AUTO LTD. AGM Management For For Independent Director for five years from 20 May 2020 science and technology into Indian Sport. Considering his experience is primarily in the field of sports, the board should articulate the skill assessment undertaken in proposing his appointment. Notwithstanding, his appointment is in line with statutory requirements.

ALEMBIC Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management For For March 2020 material impact for minority shareholders. S LTD. Alembic Pharmaceuticals Limited has paid an interim dividend of Rs. 7. 0 per share. It has also ALEMBIC Confirm interim dividend of Rs. 7.0 per share and paid out a special dividend of Rs. 3. 0 per equity July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management special dividend of Rs. 3.0 per share of face value Rs. For For share of face value Rs. 2. 0 each in FY20. The total S LTD. 2.0 dividend outflow including dividend tax for FY20 is Rs. 2. 0 bn. The dividend payout ratio is 20. 6%. Pranav Amin, 44, is part of the promoter family ALEMBIC and the Managing Director, Alembic Reappoint Pranav Amin (DIN: 00245099) as director July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management For For Pharmaceuticals Limited. He retires by rotation liable to retire by rotation S LTD. and his reappointment is in line with all statutory requirements.

The company proposes to K. C. Mehta & Co. For a period of five years in place of retiring auditors K. S. Aiyar & Co. The company has proposed a ALEMBIC remuneration of Rs. 5. 5 mn (excluding taxes and Appoint K. C. Mehta & Co. as statutory auditors for five July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management For For out-of-pocket expenses) for FY21. The years from FY21 and fix their remuneration S LTD. appointment is in line with statutory requirements and the proposed remuneration is reasonable and commensurate with the size and scale of business operations.

ALEMBIC The total remuneration proposed to be paid to Ratify remuneration of Rs. 200,000 payable to Diwanji July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management For For the cost auditors in FY21 is reasonable compared & Co. as cost auditors for FY21 S LTD. to the size and scale of the company’s operations. 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)

If Alembic Pharmaceuticals Limited were to raise the entire Rs. 12. 0 bn at the current market price of Rs. 939. 3, it will have to issue ~12. 8 mn shares: this will result in an equity dilution of ~ 6. 3% on the post issuance share capital. The company is setting up new green field Oral Solid ALEMBIC Dosage Formulation Facility, Oncology Facility Issue securities upto Rs. 12.0 bn, by way of a qualified July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management For For (both Oral Solid Dosage and Injectable) and institutional placement (QIP) S LTD. General injectable facility. Apart from this, they have also invested in expanding capacities of their API facilities. Aggregate capital expenditure for FY21 is expected to be Rs. 7 bn, for which the proposed equity is being raised. The company also proposes to reduce debt through the proposed equity raise.

Extend the tenure of Udit Amin as CEO of Alembic ALEMBIC Global Holding SA (wholly owned subsidiary) till 30 This is normal course of business and has no July- Sep'2020 22-Jul-2020 PHARMACEUTICAL AGM Management For For September 2025 and revise his remuneration from 1 material impact for minority shareholders. S LTD. October 2019 SYNGENE Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD. John Shaw, 71, Vice Chairperson of Biocon Limited. He attended 80% of the meetings held in SYNGENE Reappoint John Shaw (DIN: 00347250) as Director FY20 and 93% of the meetings held over the July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management For For liable to retire by rotation previous three-year period. He retires by rotation LTD. and his reappointment is in line with statutory requirements. Ms. Kiran Mazumdar Shaw, 67, is part of the promoter group and Chairperson, Syngene International Limited. She has 45 years of experience in the field of biotechnology. She attended 80% of the meetings held in FY20 and 93% of the meetings held over the previous three- year period. She was the Managing Director until SYNGENE Appoint Ms. Kiran Mazumdar Shaw (DIN: 00347229) as 31 March 2020. In line with the SEBI (LODR) July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management Non-Executive Non-Independent Director, liable to For For (Amendment) regulations, 2018, which require LTD. retire by rotation, w.e.f. 1 April 2020 the company to have a Non-Executive Chairperson w. E. F. 1 April 2022, she has transitioned to the role of Non-Executive Chairperson w. E. F. 1 April 2020, liable to retire by rotation. Her appointment as Non-Executive Chairperson is in line with statutory requirements.

Dr. Vijay Kumar Kuchroo, 65, is a professor of neurology at the Harvard Medical School. He holds 25 patents and has published over 325 research papers in immunology. He attended 60% (3 out of 5) of the meetings held in FY20 and 77% SYNGENE Reappoint Dr. Vijay Kumar Kuchroo (DIN: 07071727) as (10 out of 13) of the meetings held over the July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management Independent Director for five years from the For For previous three-year period. We expect directors LTD. conclusion of the 2020 AGM to take their responsibilities seriously and attend all board meetings and have a threshold of 75% attendance in board meetings over a period of three years. His reappointment as Independent Director is in line with statutory 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)

Ms. Vinita Bali, 64, was the former Chief Executive Officer and Managing Director of Britannia Industries Limited from 2005 to 2014. SYNGENE Reappoint Ms. Vinita Bali (DIN: 00032940) as She attended 80% of the meetings held in FY20 July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management Independent Director for five years from the For For and 85% of the meetings held over the previous LTD. conclusion of the 2020 AGM three-year period. Her reappointment as Independent Director is in line with statutory requirements. Ms. Sharmila Karve, 55, has several years of experience with Pricewaterhouse Coopers (PwC). She navigated the assurance practice at PwC post the financial crisis. She took over the assurance SYNGENE Appoint Ms. Sharmila Abhay Karve (DIN: 05018751) as risk & quality leader role in April 2012, followed July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management Independent Director from 1 August 2019 till the For For by a global role in December 2016 and retired as LTD. conclusion of the 2022 AGM audit partner from PwC in June 2019. She attended 100% of the board meetings held in FY20. Her appointment as Independent Director meets all statutory requirements.

Dr. Carl Peter Decicco, 60, is a Ph. D. And serves as the Chief Scientific Officer in Foghorn Therapeutics Inc. , USA. Prior to joining Foghorn Therapeutics Inc. In 2018, he served as the head of discovery at Bristol-Myers Squibb (BMS). He also serves as a member of the advisory SYNGENE Appoint Dr. Carl Peter Decicco (DIN: 08576667) as committee at Allied-Bristol Life Sciences, LLC. He July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management Independent Director from 1 October 2019 till the For For attended 67% (2 out of 3) of the board meetings LTD. conclusion of the 2022 AGM held in FY20. We expect directors to take their responsibilities seriously and attend all board meetings and have a threshold of 75% attendance in board meetings over a period of three years. His appointment as Independent Director meets all statutory requirements.

Jonathan Hunt was appointed as the CEO in April 2016 and is now being elevated as CEO and MD for five years from 1 April 2020. He is based out of the UK. His estimated pay of Rs. 133. 5 mn is in SYNGENE Appoint Jonathan Hunt (DIN: 07774619) as Chief line with peers and commensurate with the size July- Sep'2020 22-Jul-2020 INTERNATIONAL AGM Management Executive Officer and Managing Director for five years For For and scale of operations. The proposed salary LTD. from 1 April 2020 and fix his remuneration structure is open-ended; the performance bonus has been left to the discretion of the board. The company must provide an absolute cap on the variable pay and disclose the likely quantum of stock options he will be granted each year.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

The company proposes to declare a final dividend of Rs. 35. 0 per share of Rs. 10. 0 each. In FY20, Declare final dividend of Rs. 35.0 per equity share of the total dividend amounts to Rs. 6. 5 bn. The July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management For For face value of Rs.10 each dividend payout ratio is 53. 7% v/s 79. 2% in FY19. Dividend income is taxable in the hands of the shareholders from 1 April 2020.

David Lawrence Johnson, 67, is a senior advisor to Blackstone, where he has led several private Reappoint David Lawrence Johnson (DIN: 07593637) July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management For For equity technology investments. He retires by as Director liable to retire by rotation rotation and his reappointment is in line with statutory 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)

Amit Dalmia, 45, is executive director of Reappoint Amit Dalmia (DIN: 05313886) as Director Blackstone Advisors India Pvt. Ltd. He retires by July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management For For liable to retire by rotation rotation and his reappointment is in line with statutory requirements. Ms. Jan Kathleen Hier, 66, was formerly partner at Bicycle Financial. Prior to that, she was Executive Vice President at Charles Schwab – Reappoint Ms. Jan Kathleen Hier (DIN: 07360483) as where she held several other positions including July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management Independent Director, for a term of five years from 11 For For Chief Information Officer and Executive Vice December 2020 President of Human Resources. Her proposed reappointment is for a period of five years and is in line with statutory requirements.

The company proposes to amend ESOP 2016 to extend the exercise period of unexercised options from 36 months to 60 months: this provides time for the company’s share price to recover post the fall witnessed due capital market downtrends in the wake of the COVID-19 pandemic. Further the Amend the Employee Stock Option Plan 2016 (ESOP company proposes to allow for acceleration of July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management 2016) to extend the exercise period and accelerate For For vesting for retiring employees to enable them to vesting for retiring employees exercise unvested options within six months of their retirement as a gesture of gratitude to the retiring employee, subject to conditions specified by the compensation committee: accelerated vesting of ESOPs for retiring employees is a common industry practice.

Through a separate resolution, the company is seeking approval to grant ESOPs to the Approve extension of the amended ESOP 2016 to July- Sep'2020 23-Jul-2020 MPHASIS LTD. AGM Management For For employees of its subsidiaries. Our view on this employees of subsidiaries resolution is linked to our decision on resolution #6. The voting has been abstained for these proposals as the shareholding in this company is Adoption of standalone and consolidated financial July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Declare dividend on 0.01% cumulative redeemable July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / preference shares for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Declare final dividend of Rs. 4.10 per equity share (face July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / value Re.1 each) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management Reappoint Vinod Nowal (DIN: 00046144) as Director For Abstain through passive Schemes like Index Funds / Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is Approve remuneration of Rs.1.7 mn for Shome & July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / Banerjee as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Malay Mukherjee (DIN:02861065) as proposals as the shareholding in this company is Independent Director till 27 July 2025 or the July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / conclusion of the 31 AGM to be held in 2025, Exchange Traded Funds/Arbitrage Funds/ whichever is earlier Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Haigreve Khaitan (DIN: 00005290) as proposals as the shareholding in this company is Independent Director till 29 September 2025 or the July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / conclusion of the 31 AGM to be held in 2025, Exchange Traded Funds/Arbitrage Funds/ whichever is earlier Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Seshagiri Rao (DIN: 00029136) as Whole proposals as the shareholding in this company is Time Director designated Joint Managing Director and July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / Group CFO for a period of three years from 6 April Exchange Traded Funds/Arbitrage Funds/ 2020 and fix his remuneration Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Issuance of specified securities aggregating upto Rs. July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management For Abstain through passive Schemes like Index Funds / 140 bn to Qualified Institutional Buyers (QIB) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Issuance of FCCB/GDR/ADR/Other instruments proposals as the shareholding in this company is July- Sep'2020 23-Jul-2020 J S W STEEL LTD. AGM Management convertible in equity shares aggregating upto USD 1.0 For Abstain through passive Schemes like Index Funds / bn (Rs. 75 bn) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. HDFC ASSET Adoption of financial statements for the year ending This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management For For 31 March 2020 material impact for minority share holders. COMPANY LTD. HDFC ASSET Approve final dividend of Rs.28.0 per equity share of This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management For For face value Rs.5 each for FY20 material impact for minority share holders. COMPANY LTD. HDFC ASSET Reappoint James Aird (DIN:01057384) as Director This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management For For liable to retire by rotation material impact for minority share holders. COMPANY LTD. HDFC ASSET Reappoint Deepak Parekh (DIN:00009078) as Director This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management For For liable to retire by rotation material impact for minority share holders. COMPANY LTD. Authorize the board to fix remuneration for BSR & Co HDFC ASSET LLP as statutory auditors for FY21 up to their This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management For For remaining term that ends at the AGM to be held in material impact for minority share holders. COMPANY LTD. 2022 HDFC ASSET Appoint Shashi Kant Sharma (DIN: 03281847) as This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management Independent Director for 5 years from 26 October For For material impact for minority share holders. COMPANY LTD. 2019 to 25 October 2024 HDFC ASSET Approve Employees Stock Option Scheme – 2020 This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management (ESOS–2020) under which up to 3.2 mn stock options For For material impact for minority share holders. COMPANY LTD. will be issued HDFC ASSET Reappoint Milind Barve as Managing Director for a This is normal course of business and has no July- Sep'2020 23-Jul-2020 MANAGEMENT AGM Management further period of three - months, from 1 November For For material impact for minority share holders. COMPANY LTD. 2020 upto 31 January 2021 TUBE This is in normal course of business and does not Adoption of audited standalone financial statements July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management For For have any material impact on minority for the year ended 31 March 2020 INDIA LTD. shareholders. 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)

TUBE This is in normal course of business and does not Adoption of audited consolidated financial statements July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management For For have any material impact on minority for the year ended 31 March 2020 INDIA LTD. shareholders. TUBE The total dividend outflow including dividend tax Confirm interim dividend of Rs.3.5 per equity share of July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management For For for FY20 is Rs. 0. 7 bn. The dividend payout ratio face value Re.1.0 INDIA LTD. for FY20 is 23. 0%. MM Murugappan, 62, is Promoter of the Murugappan group and is currently the TUBE Reappoint MM Murugappan (DIN: 00170478) as Non- Chairperson of the company. He attended 100% July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management For For Executive Director liable to retire by rotation of the meetings held in FY20. He retires by INDIA LTD. rotation and his reappointment is in line with statutory requirements. SR Batliboi & Associates LLP have been the statutory auditors for the past four years. The TUBE Approve remuneration of Rs. 4.75 mn each year for proposed remuneration of Rs. 4. 75 mn (plus July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management FY21 and FY22 to SR Batliboi & Associates LLP as For For applicable taxes and reimbursement of out-of- INDIA LTD. statutory auditors pocket expenses) each year for FY21 and FY22 is reasonable compared to the size and scale of the company’s operations.

As per SEBI LODR, 2015, approval of shareholders through special resolution is required every year, in which the annual remuneration payable to a single non-executive director exceeds 50% of the total annual remuneration payable to all non- executive directors. The aggregate commission to Approve payment of commission of Rs. 10.0 mn to M all non-executive directors in FY20 was Rs. 16. 5 TUBE M Murugappan, Non-Executive Chairperson for FY20, mn. MM Murugappan was paid Rs. 10. 0 mn as July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management For For in excess of 50% of the total annual remuneration commission and 0. 3 mn as sitting fees. His total INDIA LTD. payable to all non-executive directors remuneration is reasonable given the size and scale of operations. As promoter, he plays a material role to play in establishing strategic direction and governance structures – even while being appointed in a non-executive capacity. His remuneration is commensurate with his responsibilities.

The total remuneration proposed to be paid to TUBE Approve remuneration of Rs.0.3 mn for S Mahadevan the cost auditors for FY21 is reasonable July- Sep'2020 23-Jul-2020 INVESTMENTS OF AGM Management For For & Associates as cost auditors for FY21 compared to the size and scale of the company’s INDIA LTD. operations. COROMANDEL Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management For For year ended 31 March 2020 material impact on minority shareholders. LTD. COROMANDEL Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management For For year ended 31 March 2020 material impact on minority shareholders. LTD. COROMANDEL Declare dividend of Rs. 12.0 per share of face value Rs. This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management For For 1.0 for FY20 material impact on minority shareholders. LTD. COROMANDEL Reappoint MM Venkatachalam (DIN: 00152619) as a This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management Non-Independent Non-Executive Director liable to For For material impact on minority shareholders. LTD. retire by rotation Approve payment of commission of Rs. 20.0 mn to M COROMANDEL M Murugappan, Non-Executive Chairperson for FY20 This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management such that annual remuneration to a single non- For For material impact on minority shareholders. LTD. executive director exceeds 50% of the total annual remuneration to all non-executive directors COROMANDEL Reappoint Sumit Bose (DIN: 03340616) as an This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management Independent Director from 21 March 2021 to 29 For For material impact on minority shareholders. LTD. March 2024 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)

COROMANDEL Reappoint Sameer Goel (DIN: 07298938) as Managing This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management Director from 1 October 2020 to 31 January 2023 and For For material impact on minority shareholders. LTD. fix his remuneration COROMANDEL Approve aggregate remuneration of Rs. 0.75 mn for This is a normal course of business and has no July- Sep'2020 24-Jul-2020 INTERNATIONAL AGM Management Narasimha Murthy & Co. and Rs 0.50 mn for Jyothi For For material impact on minority shareholders. LTD. Satish & Co. as cost auditors for FY21 Adoption of financial statements for the year ended 31 Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management For For December 2019 impact on minority shareholders. Declare final dividend of Rs.4.8 per equity share (face Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management For For value Rs.2) impact on minority shareholders. Reappoint Jean-Christophe Deslarzes (DIN: 08064621) Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management For For as Director liable to retire by rotation impact on minority shareholders. Appoint VK Viswanathan (DIN: 01782934) as an Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management Independent Director for a period of three years from For For impact on minority shareholders. 13 November 2019 Reappoint Ms. Renu Sud Karnad (DIN: 00008064) as an Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management Independent Director for a period of three years from For For impact on minority shareholders. 6 May 2020 Reappoint Darius E. Udwadia (DIN: 00009755) as an Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management Independent Director for a period of three years from For For impact on minority shareholders. 6 May 2020 Appoint Morten Wierod (DIN: 08753868) as Non- Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management Executive Director to fill the casual vacancy caused by For For impact on minority shareholders. the resignation of Tarak Mehta Approve remuneration of Rs. 2.3 mn for Ashwin Normal course of business and has no material July- Sep'2020 24-Jul-2020 A B B INDIA LTD. AGM Management For For Solanki & Associates as cost auditors for 2020 impact on minority shareholders. C C L PRODUCTS Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For (INDIA) LTD. statements for the year ended 31 March 2020 material impact for minority share holders.

C C L PRODUCTS Confirm interim and special dividend aggregating to This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For (INDIA) LTD. Rs.5.0 per equity share of face value Rs. 2.0 each material impact for minority share holders.

He retires by rotation and his reappointment is in C C L PRODUCTS Reappoint Dr. Lanka Krishnanand (DIN: 07576368) as line with statutory requirements. This is normal July- Sep'2020 24-Jul-2020 AGM Management For For (INDIA) LTD. Director liable to retire by rotation course of business and has no material impact for minority share holders.

He retires by rotation and his reappointment is in C C L PRODUCTS Reappoint B. Mohan Krishna (DIN: 03053172) as line with statutory requirements. This is normal July- Sep'2020 24-Jul-2020 AGM Management For For (INDIA) LTD. Director liable to retire by rotation course of business and has no material impact for minority share holders.

His reappointment as an independent director is Reappoint Venkata Krishna Rau Gogineni (DIN: C C L PRODUCTS in line with statutory requirements. This is normal July- Sep'2020 24-Jul-2020 AGM Management 06775731) as Independent Director for a period of five For For (INDIA) LTD. course of business and has no material impact for years from 22 October 2019 minority share holders. Reappoint Challa Rajendra Prasad as Executive C C L PRODUCTS This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management Chairperson from 27 January 2020 to 31 March 2022 For For (INDIA) LTD. material impact for minority share holders. and fix his remuneration C C L PRODUCTS Ratify remuneration of Rs.175,000 payable to Kapardi This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For (INDIA) LTD. & Associates, cost auditors for FY21 material impact for minority share holders.

C C L PRODUCTS Approve Non-Resident Individual investment limit at This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For (INDIA) LTD. 24% of paid-up equity capital material impact for minority share holders. CROMPTON GREAVES Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For CONSUMER statements for the year ended 31 March 2020 material impact for minority share holders. ELECTRICAL LTD 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)

His appointment as a Non-Executive Non- CROMPTON Independent director meets all statutory GREAVES Reappoint Promeet Ghosh (DIN: 05307658) as Non- July- Sep'2020 24-Jul-2020 AGM Management For For requirements. This is normal course of business CONSUMER Executive Non-Independent Director and has no material impact for minority share ELECTRICAL LTD holders. CROMPTON Reappoint Shantanu Khosla (DIN: 00059877) as GREAVES This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management Managing Director for five years from 1 January 2021 For For CONSUMER material impact for minority share holders. and fix his remuneration ELECTRICAL LTD CROMPTON His reappointment as independent director meets Reappoint P.M. Murty (DIN: 00011179) as GREAVES all statutory requirements. This is normal course July- Sep'2020 24-Jul-2020 AGM Management Independent Director from 18 September 2020 to 25 For For CONSUMER of business and has no material impact for July 2025 ELECTRICAL LTD minority share holders. CROMPTON His reappointment as independent director meets Reappoint D. Sundaram (DIN: 00016304) as GREAVES all statutory requirements. This is normal course July- Sep'2020 24-Jul-2020 AGM Management Independent Director for a term of five years from 18 For For CONSUMER of business and has no material impact for September 2020 to 17 September 2025 ELECTRICAL LTD minority share holders. CROMPTON His reappointment as independent director meets Reappoint H.M. Nerurkar (DIN: 00265887) as GREAVES all statutory requirements. This is normal course July- Sep'2020 24-Jul-2020 AGM Management Independent Director from 25 January 2021 to 20 For For CONSUMER of business and has no material impact for October 2023 ELECTRICAL LTD minority share holders. CROMPTON GREAVES Ratify remuneration of Rs. 0.5 mn for Ashwin Solanki & This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For CONSUMER Associates as cost auditors for FY21 material impact for minority share holders. ELECTRICAL LTD GRINDWELL Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management For For NORTON LTD. statements for the year ended 31 March 2020 impact on minority shareholders. GRINDWELL Declare final dividend of Rs. 7.5 per equity share of Rs. Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management For For NORTON LTD. 5.0 each impact on minority shareholders. Reappoint Laurent Guillot (DIN: 07412302) as Non- GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Executive Non-Independent Director, liable to retire by For For NORTON LTD. impact on minority shareholders. rotation Appoint Subodh Nadkarni (DIN: 00145999) as GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Independent Director for a term of as five years, w.e.f. For For NORTON LTD. impact on minority shareholders. 25 July 2019 Appoint Laurent Tellier (DIN: 08587279) as Non- GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Executive Non-Independent Director, liable to retire by For For NORTON LTD. impact on minority shareholders. rotation GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Appoint B. Santhanam (DIN: 00494806) as Director For For NORTON LTD. impact on minority shareholders. Appoint B. Santhanam (DIN: 00494806) Managing GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Director for a term of five years, w.e.f. 1 April 2020 For For NORTON LTD. impact on minority shareholders. and fix his remuneration Appoint Ms. Isabelle Hoepfner (DIN: 08598846) as Non- GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Executive Non-Independent Director, liable to retire by For For NORTON LTD. impact on minority shareholders. rotation Reappoint Krishna Prasad (DIN: 08598846) as GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Executive Director for another term of five years, w.e.f. For For NORTON LTD. impact on minority shareholders. 20 May 2020 and fix his remuneration Appoint Anand Mahajan (DIN: 00066320) as Non- GRINDWELL Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management Executive Non-Independent Director, liable to retire by For For NORTON LTD. impact on minority shareholders. rotation GRINDWELL Ratify remuneration of Rs. 0.2 mn for Rao, Murthy & Normal course of business and has no material July- Sep'2020 24-Jul-2020 AGM Management For For NORTON LTD. Associates as cost auditors for FY21 impact on minority shareholders. The voting has been abstained for these proposals as the shareholding in this company is Adoption of standalone and consolidated financial July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these Reappoint John Shaw (DIN: 00347250) as Non- proposals as the shareholding in this company is July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management Executive Non-Independent Director liable to retire by For Abstain through passive Schemes like Index Funds / rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Ms. Kiran Mazumdar Shaw (DIN: 00347229) proposals as the shareholding in this company is July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management as Executive Chairperson for five years from 1 April For Abstain through passive Schemes like Index Funds / 2020 and fix her remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Siddharth Mittal (DIN: 03230757) as CEO and proposals as the shareholding in this company is July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management Managing Director for a period of five years from 1 For Abstain through passive Schemes like Index Funds / December 2019 and fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Increase in the authorised share capital and proposals as the shareholding in this company is July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management consequent amendment to the Memorandum of For Abstain through passive Schemes like Index Funds / Association Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Grant of upto 6 mn options under Biocon Restricted July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management For Abstain through passive Schemes like Index Funds / Stock Unit Long Term Incentive Plan FY 2020-24 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Extend the Biocon Restricted Stock Unit Long Term proposals as the shareholding in this company is July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management Incentive Plan FY 2020-24 to the employees of the For Abstain through passive Schemes like Index Funds / company’s subsidiaries Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Ratify remuneration of Rs. 400,000 payable to Rao July- Sep'2020 24-Jul-2020 BIOCON LTD. AGM Management For Abstain through passive Schemes like Index Funds / Murthy & Associates, cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

PERSISTENT Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For SYSTEMS LTD. year ended 31 March 2020 material impact for minority shareholders.

PERSISTENT Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 24-Jul-2020 AGM Management For For SYSTEMS LTD. year ended 31 March 2020 material impact for minority shareholders.

The total dividend has increased from Rs. 11. 0 in PERSISTENT Confirm interim dividends aggregating to Rs. 12.0 per FY19 to Rs. 12. 0 in FY20. The total dividend July- Sep'2020 24-Jul-2020 AGM Management For For SYSTEMS LTD. equity share on face value Rs.10.0 for FY20 outflow including dividend tax for FY20 is Rs. 1. 1 bn and the dividend payout ratio is 27. 1%.

Thomas Kendra, 63, is a former executive of Dell PERSISTENT Reappoint Thomas Kendra (DIN: 07406678) as Non- Group and has served on the board for the past July- Sep'2020 24-Jul-2020 AGM Management For For SYSTEMS LTD. Executive Non-Independent Director four years. He retires by rotation and his reappointment meets all statutory requirements.

Sunil Sapre, 55, is currently designated as the CFO PERSISTENT Reappoint Sunil Sapre (DIN: 06475949) as Executive and has served on the board for the past two July- Sep'2020 24-Jul-2020 AGM Management For For SYSTEMS LTD. Director years. He retires by rotation and his reappointment meets all statutory 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)

Deloitte Haskins & Sells LLP were last reappointed as statutory auditors for a term of two years in the previous AGM. However, in July 2019, Deloitte Haskins & Sells LLP indicated their unwillingness to be re-appointed for only two years and resigned. Walker Chandiok was then appointed as statutory auditors for FY20 to fill the Appoint Walker Chandiok & Co as statutory auditors PERSISTENT casual vacancy caused by resignation of Deloitte July- Sep'2020 24-Jul-2020 AGM Management for a period of five years and fix their remuneration for For For SYSTEMS LTD. Haskins & Sells LLP. The board now proposes to FY21 appoint Walker Chandiok and Co as statutory auditors for a period of five years. They will be paid a remuneration of Rs. 9. 45 mn plus applicable taxes and reimbursement of travelling and other out-of-pocket expenses for FY21. Their reappointment is in line with the statutory requirements.

Dr. Anand Deshpande, 58, is the promoter of Persistent. He is currently designated as Chairperson and Managing Director and was last reappointed in FY2015 AGM for a term of five years. He was paid a remuneration of Rs. 23. 9 To reappoint Dr. Anand Deshpande (DIN: 00005721) as PERSISTENT mn in FY20. Which was 22. 6x the median July- Sep'2020 24-Jul-2020 AGM Management Chairperson and Managing Director for another term For For SYSTEMS LTD. remuneration. His remuneration in FY20 of five years, w.e.f. 24 July 2020 increased by 9. 6%, while median employee remuneration increased by 8. 0%. His proposed remuneration of Rs. 27. 2 mn for FY21 is commensurate with the overall performance of the company and is in line with the peers.

Praveen Kadle, 63, is the former MD & CEO of Appoint Praveen Kadle (DIN: 00016814) as Tata Capital Ltd. He has been associated with Tata PERSISTENT July- Sep'2020 24-Jul-2020 AGM Management Independent Director for a term of five years, w.e.f. 23 For For Group for over two decades. His appointment as SYSTEMS LTD. April 2020 Independent Director meets all statutory requirements. GLAXOSMITHKLINE Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. S LTD.

GSK Pharma has doubled its dividend in FY20, a year in which its profits were significantly lower and impacted by the Zinetac recall. For FY20, the dividend outflow is Rs. 6. 8 bn and dividend GLAXOSMITHKLINE Declare final dividend of Rs. 40.0 per equity share (on payout ratio is ~756%. The Rs. 6. 8 bn will erode July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management face value Rs.10.0) including special dividend of Rs. For For the 31 March 2020 standalone on-balance-sheet S LTD. 20.0 per share cash by almost 65%, which may be detrimental to the company’s liquidity, especially in the current environment. The board must explain its position on cash conservation and capital structure for GSK Pharma.

GLAXOSMITHKLINE Ms. Puja Thakur if the CFO. She retires by Reappoint Ms. Puja Thakur (DIN: 07971789) as July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management For For rotation. Her reappointment is in line with Director liable to retire by rotation S LTD. statutory 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)

Sridhar Venkatesh joined GSK in 2011 as Head of Commercial, Established Products, Branded Generics, and subsequently worked as General Manager, Singapore. He then worked as VP of Central America & Caribbean and is now being appointed Managing Director. His estimated FY21 GLAXOSMITHKLINE Appoint Sridhar Venkatesh (DIN: 07263117) as remuneration (excluding pay-outs from GSK Plc July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management Managing Director for a period from 1 April 2020 to 31 For For Share Value Plan) is Rs. 63. 8 mn. This is in line S LTD. March 2022 and fix his remuneration with the remuneration paid to industry peers. Further, he is a professional whose skills and experience carry a market value and his proposed remuneration is commensurate with the size and scale of operations of the company. The board must consider disclosing his likely compensation through the GSK plc Share Value Plan.

Dr. Sunita Maheshwari a Pediatric Cardiologist. She is a medical entrepreneur and co-founded Teleradiology Solutions, a teleradiology company, GLAXOSMITHKLINE Appoint Dr. Sunita Maheshwari (DIN: 01641411) as and Telrad Tech, which builds AI enabled tele July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management Independent Director for five years, from 18 May 2020 For For health software and RXDX, multi-specialty S LTD. to 17 May 2025 neighborhood clinics in Bengaluru. Her appointment is in line with statutory requirements.

The company proposes to enter into transactions, all in the ordinary course of business, upto Rs. 7. 0 bn annually. In FY20, such transactions aggregated ~Rs. 5. 0 bn. Although the company GLAXOSMITHKLINE has provided an annual cap on the transactions, it Approve related party transactions aggregating Rs.7.0 July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management For For has not disclosed a specific duration for which it bn per annum with GSK Biological S.A. (Belgium) S LTD. seeks approval. While we do not encourage resolutions that are perpetual in nature, it will seek shareholder approval once the Rs. 7. 0 bn limit is crossed. The proposed transactions are in ordinary course of business and at arm’s length.

GLAXOSMITHKLINE The remuneration to be paid to the cost auditor Ratify the remuneration of Rs. 570,000 to be paid to R. July- Sep'2020 27-Jul-2020 PHARMACEUTICAL AGM Management For For for FY20 is reasonable compared to the size and Nanabhoy & Company, cost auditor for FY20 S LTD. scale of operations.

INDIAN HOTELS Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 27-Jul-2020 AGM Management For For CO. LTD. year ended 31 March 2020 material impact on the minority shareholders.

INDIAN HOTELS Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 27-Jul-2020 AGM Management For For CO. LTD. year ended 31 March 2020 material impact on the minority shareholders. The total dividend for the year aggregates to Rs. INDIAN HOTELS July- Sep'2020 27-Jul-2020 AGM Management Approve final dividend of Rs.0.5 per share (FV Re.1) For For 0. 59 bn, which represents a payout ratio of 15. CO. LTD. 0%. Natarajan Chandrasekaran, 57, is the Chairman of the Board at Tata Sons Limited- the holding INDIAN HOTELS Reappoint N. Chandrasekaran (DIN: 00121863) as July- Sep'2020 27-Jul-2020 AGM Management For For company. He is the former CEO of Tata CO. LTD. Director Consultancy Services. His reappointment is in line with statutory 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)

Nasser Munjee, 67, holds a master’s degree in economics from the London School of Economics. Appoint Nasser Munjee (DIN: 00010180) as an INDIAN HOTELS He was the Managing Director of IDFC and is July- Sep'2020 27-Jul-2020 AGM Management Independent Director for five years from 5 August For For CO. LTD. currently the Chairman, DCB Bank and a director 2019 on HDFC’s board. His appointment is in line with the statutory requirements.

Hema Ravichandar, 59, is a Strategic HR Advisor. She was the Senior Vice-President and Group Appoint Ms Hema Ravichandar (DIN: 00032929) as an INDIAN HOTELS Head HRD for the Infosys Group. She is an July- Sep'2020 27-Jul-2020 AGM Management Independent Director for five years from 5 August For For CO. LTD. alumnus of the Indian Institute of Management, 2019 Ahmedabad. Her appointment is in line with the statutory requirements.

Venkataramanan Anantharaman, 56, has over 30 years of experience in the financial services sector and has led corporate and investment banking Appoint Venkataramanan Anantharaman (DIN: INDIAN HOTELS teams in Standard Chartered Bank, Credit Suisse, July- Sep'2020 27-Jul-2020 AGM Management 01223191) as an Independent Director for five years For For CO. LTD. Deutsche Bank and Bank of America. He is a from 5 August 2019 Board Mentor with Critical Eye, UK. His appointment is in line with the statutory requirements.

Ms. Vibha Paul Rishi, 59, was appointed to the board of the company 2014. She is the former Reappoint Ms Vibha Paul Rishi (DIN:05180796) as an Executive Director, brand and human capital of INDIAN HOTELS July- Sep'2020 27-Jul-2020 AGM Management Independent Director from 10 September 2019 to 9 For For Max India. Prior to that she was the Director, CO. LTD. September 2021 marketing and customer strategy at the Future Group. Her reappointment is in line with the statutory requirements.

The voting has been abstained for these proposals as the shareholding in this company is INFO EDGE (INDIA) Issuance of equity shares of up to Rs.18.75 bn via July- Sep'2020 27-Jul-2020 Postal Ballot Management For Abstain through passive Schemes like Index Funds / LTD. Qualified Institutional Placement (QIP) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Approve sale of entire stake in Jindal Shadeed Iron & JINDAL STEEL & Steel LLC (JSIS), a wholly owned step-down subsidiary This is no material impact on minority July- Sep'2020 28-Jul-2020 EGM Management For For POWER LTD. to Templar Investments Limited, promoter entity for shareholders. an equity consideration of Rs. 18.8 bn (US$ 251.0 mn)

The voting has been abstained for these proposals as the shareholding in this company is L & T FINANCE Adoption of standalone & consolidated financial July- Sep'2020 28-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / HOLDINGS LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is L & T FINANCE Reappoint Prabhakar B. (DIN: 02101808) as Director July- Sep'2020 28-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / HOLDINGS LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve and ratify payment of additional one-time proposals as the shareholding in this company is L & T FINANCE July- Sep'2020 28-Jul-2020 AGM Management remuneration of Rs 39.4 mn to Dinanath Dubhashi, For Abstain through passive Schemes like Index Funds / HOLDINGS LTD. Managing Director and CEO Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is L & T FINANCE Reappoint Thomas Mathew T. (DIN: 00130282) as July- Sep'2020 28-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / HOLDINGS LTD. Independent Director for 5 years from 1 July 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve issue of Cumulative Compulsorily proposals as the shareholding in this company is L & T FINANCE Redeemable Non-Convertible Preference Shares July- Sep'2020 28-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / HOLDINGS LTD. (CCRPS) of upto Rs. 20.0 bn by way of public offer or Exchange Traded Funds/Arbitrage Funds/ on a private placement basis Arbitrage positions in other Funds.

TECH MAHINDRA Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 28-Jul-2020 AGM Management For For LTD. year ended 31 March 2020 material impact for minority shareholders.

TECH MAHINDRA Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 28-Jul-2020 AGM Management For For LTD. year ended 31 March 2020 material impact for minority shareholders.

Tech Mahindra (TechM) has paid interim dividend of Rs. 10. 0 per equity share on 9 March 2020 and Approve final dividend of Rs. 5.0 per share (face value is proposing to pay Rs. 5. 0 per equity share (face TECH MAHINDRA July- Sep'2020 28-Jul-2020 AGM Management of Rs.5.0) and confirm payment of interim dividend of For For value Rs. 5. 0 per share) as final dividend. Total LTD. Rs.10.0 per share for FY20 dividend payout for FY20 is Rs. 15. 0 per share and aggregates to Rs. 14. 5 bn. The total dividend payout ratio is 32. 0% of the standalone PAT.

C. P. Gurnani, 61, is the Managing Director & CEO of Tech Mahindra Limited. He has over 39 years of work experience. He led Tech Mahindra's TECH MAHINDRA Reappoint C. P. Gurnani (DIN: 00018234) as Director July- Sep'2020 28-Jul-2020 AGM Management For For transformation journey and the acquisition and LTD. liable to retire by rotation merger of Satyam. His reappointment as director, retiring by rotation meets all statutory requirements.

Dr. Anish Shah, 50, is currently the Deputy Managing Director and Group CFO for the Mahindra Group. He is responsible for the Group Corporate Office and complete oversight of all businesses other than the auto and farm sectors. He has vast experience in the field of strategy Appoint Dr. Anish Shah (DIN: 02719429) as Non- development, digitization, international growth TECH MAHINDRA July- Sep'2020 28-Jul-2020 AGM Management Executive Non-Independent Director w.e.f. 10 For For and corporate governance. He has previously LTD. September 2019, liable to retire by rotation worked with the GE group for 14 years across roles. Prior to GE, he has worked with Bank of America, Bain & Company and Citibank. He attended 100% of the meetings held in FY20 since his appointment on 10 September 2019. His appointment as director, retiring by rotation meets all statutory requirements.

V S T INDUSTRIES Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 29-Jul-2020 AGM Management For For LTD. March 2020 material impact for minority shareholders.

V S T INDUSTRIES Declare final dividend of Rs. 103.0 per equity share This is normal course of business and has no July- Sep'2020 29-Jul-2020 AGM Management For For LTD. (face value Rs. 10.0) material impact for minority shareholders. His reappointment is in line with the statutory V S T INDUSTRIES Reappoint Naresh Kumar Sethi (DIN: 08296486) as Non- requirements. This is normal course of business July- Sep'2020 29-Jul-2020 AGM Management For For LTD. Executive Non-Independent Director and has no material impact for minority shareholders. CARBORUNDUM Adoption of standalone financial statements for the Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management For For UNIVERSAL LTD. year ended 31 March 2020 impact on minority shareholders. 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)

CARBORUNDUM Adoption of consolidated financial statements for the Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management For For UNIVERSAL LTD. year ended 31 March 2020 impact on minority shareholders. CARBORUNDUM Confirm interim dividend of Rs. 2.75 per equity share Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management For For UNIVERSAL LTD. of face value Re. 1.0 each as final dividend for FY20 impact on minority shareholders. CARBORUNDUM Reappoint MAM Arunachalam (DIN: 00202958) as Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management For For UNIVERSAL LTD. Director impact on minority shareholders. Appoint Ms. Soundara Kumar (DIN: 01974515) as CARBORUNDUM Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management Independent Director for five years w.e.f. 3 August For For UNIVERSAL LTD. impact on minority shareholders. 2019 Approve payment of Rs. 10.0 mn as commission to M CARBORUNDUM Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management M Murugappan which may exceed 50% of total For For UNIVERSAL LTD. impact on minority shareholders. remuneration paid to Non-Executive Directors in FY21 CARBORUNDUM Ratify remuneration of Rs. 450,000 payable to S Normal course of business and no material July- Sep'2020 29-Jul-2020 AGM Management For For UNIVERSAL LTD. Mahadevan & Co as cost auditors for FY21 impact on minority shareholders. The voting has been abstained for these COLGATE- proposals as the shareholding in this company is Adoption of financial statements for the year ended 31 July- Sep'2020 29-Jul-2020 PALMOLIVE AGM Management For Abstain through passive Schemes like Index Funds / March 2020 (INDIA) LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these COLGATE- proposals as the shareholding in this company is July- Sep'2020 29-Jul-2020 PALMOLIVE AGM Management Reappoint M. S. Jacob (DIN: 07645510) as a Director For Abstain through passive Schemes like Index Funds / (INDIA) LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these COLGATE- Appoint Sekhar Natarajan (DIN: 01031445) as proposals as the shareholding in this company is July- Sep'2020 29-Jul-2020 PALMOLIVE AGM Management Independent Director for a term of five years from 21 For Abstain through passive Schemes like Index Funds / (INDIA) LTD. May 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these COLGATE- Appoint Ms. Gopika Pant (DIN: 00388675) as proposals as the shareholding in this company is July- Sep'2020 29-Jul-2020 PALMOLIVE AGM Management Independent Director for a term of five years from 21 For Abstain through passive Schemes like Index Funds / (INDIA) LTD. May 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these COLGATE- Appoint Surender Sharma (DIN: 02731373) as proposals as the shareholding in this company is July- Sep'2020 29-Jul-2020 PALMOLIVE AGM Management Executive Director for a period of five years from 21 For Abstain through passive Schemes like Index Funds / (INDIA) LTD. May 2020 and fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these COLGATE- Reappoint Ms. Shyamala Gopinath (DIN: 02362921) as proposals as the shareholding in this company is July- Sep'2020 29-Jul-2020 PALMOLIVE AGM Management Independent Director for another term from 30 July For Abstain through passive Schemes like Index Funds / (INDIA) LTD. 2020 to 31 May 2024 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. DR. REDDY'S Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Jul-2020 LABORATORIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD. Dr. Reddy’s proposes to declare a dividend of Rs. DR. REDDY'S 25. 0 per share. In FY20, the total dividend July- Sep'2020 30-Jul-2020 LABORATORIES AGM Management Declare dividend of Rs.25 per equity share of Rs.5 each For For amounts to Rs. 4. 15 bn. The dividend payout LTD. ratio is 14. 2% of standalone FY20 PAT.

DR. REDDY'S K Satish Reddy is the promoter Chairperson. He Reappoint K Satish Reddy (DIN: 00129701) as Director July- Sep'2020 30-Jul-2020 LABORATORIES AGM Management For For retires by rotation and his reappointment is in liable to retire by rotation LTD. line with statutory 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)

GV Prasad is a member of the promoter group and serves as Co-Chairperson and Managing Director. His FY20 remuneration of Rs. 143. 8 mn was 283x the median employee remuneration. Further, the increase in his remuneration of 16. 0% during FY20 outpaced the 12. 1% increase in Reappoint GV Prasad (DIN: 00057433) as Co- median employee remuneration. The company DR. REDDY'S Chairperson and Managing Director for five years from should institute an upper cap on the absolute July- Sep'2020 30-Jul-2020 LABORATORIES AGM Management For For 30 January 2021 to 29 January 2026 and fix his amount of remuneration payable to him. LTD. remuneration Notwithstanding, his estimated annual remuneration of Rs. 154. 3 mn is commensurate with the size and scale of operations of the company and is comparable to industry peers. Further, a significant portion (~87%) of his proposed remuneration is variable and linked to company performance.

SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. Prasad R Menon, 74, Approve continuation of Prasad R Menon (DIN: will attain the age of 75 years during his current DR. REDDY'S 00005078) as an Independent Director after him term. In line with this regulatory change, the July- Sep'2020 30-Jul-2020 LABORATORIES AGM Management For For completing 75 years of age till the expiry of his current company seeks to ratify his continuation on the LTD. term on 29 October 2022 board for the remainder of his term. His continuation is in line with statutory requirements. We do not consider age to be an eligibility criterion for board memberships.

DR. REDDY'S The remuneration to be paid to the cost auditor is Approve remuneration of Rs. 700,000 to be paid to July- Sep'2020 30-Jul-2020 LABORATORIES AGM Management For For reasonable compared to the size and scale of Sagar & Associates, cost auditor for FY21 LTD. operations. TORRENT Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Jul-2020 PHARMACEUTICAL AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. S LTD. The total dividend for FY20 is Rs. 32. 0 per share TORRENT Confirm interim dividend of Rs. 32.0 per equity share and the total dividend outflow (including dividend July- Sep'2020 30-Jul-2020 PHARMACEUTICAL AGM Management For For as final dividend (face value of Rs.5.0) tax) is Rs. 5. 4 bn, while the dividend payout ratio S LTD. is 69. 5%. TORRENT Chaitanya Dutt is the Director, R&D. He retires by Reappoint Chaitanya Dutt (DIN: 00110312) as director July- Sep'2020 30-Jul-2020 PHARMACEUTICAL AGM Management For For rotation. His reappointment is in line with liable to retire by rotation S LTD. statutory regulations. TORRENT The proposed remuneration to be paid to the cost Ratify remuneration of Rs. 0.8 mn for Kirit Mehta & Co. July- Sep'2020 30-Jul-2020 PHARMACEUTICAL AGM Management For For auditor in FY21 is reasonable compared to the as cost auditors for FY21 S LTD. size and scale of operations. TORRENT Approve payment of commission of Rs 50.0 mn to This is normal course of business and has no July- Sep'2020 30-Jul-2020 PHARMACEUTICAL AGM Management For For Sudhir Mehta (DIN: 00061871) for FY20 material impact for minority shareholders. S LTD. DR. LAL PATHLABS Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For LTD March 2020 material impact for minority shareholders. Dr. Om Prakash Manchanda is the MD of the Reappoint Dr. Om Prakash Manchanda (DIN: DR. LAL PATHLABS company. He retires by rotation and his July- Sep'2020 30-Jul-2020 AGM Management 02099404) as a Non-Executive Director liable to retire For For LTD reappointment is in line with statutory by rotation 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)

Brig. Dr. Arvind Lal has expressed his desire to relinquish his role as MD and continue on the board as Executive Chairperson and Whole-time director for a period of two years w. E. F. 1 April 2020. Further, his continuation in an executive Redesignate Brig. Dr. Arvind Lal (DIN No: 00576638) as capacity requires approval by special majority Executive Chairperson and Whole Time Director for since he has crossed 70 years of age: he is 71 DR. LAL PATHLABS July- Sep'2020 30-Jul-2020 AGM Management two years w.e.f. 1 April 2020, fix his remuneration and For For years old. His re-designation to Executive LTD approve his continuation as Whole Time Director, Chairperson and WTD is in line with statutory beyond the age of 70 years requirements. His estimated FY21 remuneration of Rs. 40. 0 mn is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap on the absolute amount of remuneration payable to directors.

Redesignate Dr. Om Prakash Manchanda (DIN No: DR. LAL PATHLABS This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management 02099404) as Managing Director for five years w.e.f. 1 For For LTD material impact for minority shareholders. April 2020 and fix his remuneration

Dr. Vandana Lal’s estimated FY21 remuneration of Rs. 30. 5 mn is commensurate with the size and Reappoint Dr. Vandana Lal (DIN No: 00472955) as DR. LAL PATHLABS complexity of the business. As a good practice, July- Sep'2020 30-Jul-2020 AGM Management Whole Time Director for five years w.e.f. 1 April 2020 For For LTD companies must consider setting a cap on the and fix her remuneration absolute amount of remuneration payable to directors.

Rahul Sharma holds 141,983 unexercised stock options which he proposes to exercise during the year. If exercised, his aggregate remuneration (including the perquisite value of stock options Approve payment of remuneration to Rahul Sharma exercised) will exceed 50% of aggregate pay to DR. LAL PATHLABS July- Sep'2020 30-Jul-2020 AGM Management (DIN: 00956625) for FY21 in excess of half of the total For For non-executive directors. We support this LTD remuneration payable to Non-Executive Directors resolution because the stock options were granted to Rahul Sharma before the company was listed. We understand that these grants were in line with a larger pool granted to long-serving employees.

The total remuneration proposed to be paid to DR. LAL PATHLABS Ratify remuneration of Rs. 60,000 for A.G. Agarwal & July- Sep'2020 30-Jul-2020 AGM Management For For the cost auditors in FY21 is reasonable compared LTD Associates, as cost auditors for FY21 to the size and scale of the company’s operations.

The company proposes to make alterations in the Object Clause of the MoA to include a range of Approve alteration in the Objects Clause of the BAJAJ CONSUMER new business activities. Several of which are not July- Sep'2020 30-Jul-2020 EGM Management Memorandum of Association (MoA) and align it to the For For CARE LTD. related to the company’s current business profile. Companies Act 2013 The Objects Clause is also being simplified and the MoA is being aligned to the Companies Act 2013.

The company also proposes to alter its Articles of Association (AoA). The existing AoA is based on BAJAJ CONSUMER Adopt a new Articles of Association (AoA) in line with the provisions of the erstwhile Companies Act, July- Sep'2020 30-Jul-2020 EGM Management For For CARE LTD. Companies Act, 2013 1956. The company proposes to adopt a new AoA in line with model articles contained in Table F of Companies Act, 2013.

The voting has been abstained for these proposals as the shareholding in this company is IDFC FIRST BANK Adoption of standalone & consolidated financial July- Sep'2020 30-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD statements for year ending 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is IDFC FIRST BANK Reappoint Vishal Mahadevia (DIN: 01035771), as Non- July- Sep'2020 30-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is IDFC FIRST BANK Reappoint BSR & Co LLP as statutory auditors for FY21 July- Sep'2020 30-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD at an annual remuneration of Rs. 27.0 mn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is IDFC FIRST BANK To approve offer and issue of debt securities on a July- Sep'2020 30-Jul-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD private placement basis upto a limit of Rs 50 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Dr. Sanjay Kumar (DIN: 08764419) as a proposals as the shareholding in this company is IDFC FIRST BANK July- Sep'2020 30-Jul-2020 AGM Management Nominee Director representing Government of India For Abstain through passive Schemes like Index Funds / LTD from 22 June 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. HOUSING DEVELOPMENT Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. statements for the year ended 31 March 2020 material impact for minority share holders. LTD. HOUSING DEVELOPMENT To declare final dividend of Rs. 21.0 per share of face This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. value Rs 2.0 each material impact for minority share holders. LTD. HOUSING DEVELOPMENT Reappoint Renu Sud Karnad (DIN:00008064) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. Director liable to retire by rotation material impact for minority share holders. LTD. HOUSING Reappoint Renu Sud Karnad (DIN:00008064) as DEVELOPMENT This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management Managing Director from 1 January 2020 to 2 For For FINANCE CORPN. material impact for minority share holders. September 2022 and fix her remuneration LTD. HOUSING Reappoint V. Srinivasa Rangan (DIN:00030248), as DEVELOPMENT Whole-time Director (designated as Executive This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. Director) for five years from 1 January 2020 and fix his material impact for minority share holders. LTD. remuneration HOUSING DEVELOPMENT Approve related party transactions with HDFC Bank for This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. FY21 material impact for minority share holders. LTD. HOUSING DEVELOPMENT Approve issuance of Non-Convertible Debentures of This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. up to Rs. 1.25 trillion material impact for minority share holders. LTD. HOUSING Reduce equity holding in HDFC Life Insurance DEVELOPMENT Company Ltd to 50% or less from the current 51.43% This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. following specific direction issued by the Reserve Bank material impact for minority share holders. LTD. of India HOUSING Reduce equity holding in HDFC Ergo General Insurance DEVELOPMENT Company Ltd to 50% or less from the current 50.58% This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For FINANCE CORPN. following specific direction issued by the Reserve Bank material impact for minority share holders. LTD. of India AJANTA PHARMA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Jul-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders. 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)

Ajanta Pharma Limited paid an interim dividend of Rs. 13. 0 per share (of face value Rs 2. 0). Thus, AJANTA PHARMA Ratify interim dividend of Rs.13.00 per equity share of July- Sep'2020 30-Jul-2020 AGM Management For For the total dividend for the year is Rs. 1. 1 bn LTD. Rs.10 each as final dividend (including dividend tax) and the dividend payout ratio for the year is 25%. Mannalal B. Agrawal, 72, is part of the promoter family andNon-Executive Chairperson of the AJANTA PHARMA Reappoint Mannalal Agrawal (DIN: 00073828), as July- Sep'2020 30-Jul-2020 AGM Management For For company. He retires by rotation, and his LTD. Director reappointment is in line with the statutory requirements. Madhusudan Agrawal, promoter, has been on the board of Ajanta Pharma since 1979 and has over Reappoint Madhusudan Agrawal (DIN: 00073872) as 40 years of experience. For FY20, his AJANTA PHARMA July- Sep'2020 30-Jul-2020 AGM Management Vice Chairperson, for five years effective 1 April 2020 For For remuneration was Rs. 16. 8 mn and the proposed LTD. and fix his remuneration remuneration is estimated at the same level, ~ Rs. 16. 8 mn. His proposed remuneration, given his experience, is lower than peers.

Ratify remuneration of Rs. 550,000 for Sevekari, Khare The total remuneration proposed to be paid to AJANTA PHARMA July- Sep'2020 30-Jul-2020 AGM Management & Associates, Cost Accountants, as cost auditors for For For the cost auditors in FY21 is reasonable compared LTD. FY21 to the size and scale of the company’s operations.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Jul-2020 BSE LIMITED AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders.

Declare final dividend of Rs. 17.0 per equity share (face This is normal course of business and has no July- Sep'2020 30-Jul-2020 BSE LIMITED AGM Management For For value Rs. 2.0) material impact for minority share holders. Appoint T. C. Suseel Kumar (DIN: 06453310) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 BSE LIMITED AGM Management Shareholder Director (Non-Executive Non-Independent For For material impact for minority share holders. Director) Appoint Alok Vajpeyi (DIN: 00019098) as Shareholder This is normal course of business and has no July- Sep'2020 30-Jul-2020 BSE LIMITED AGM Management For For Director (Non-Executive Non-Independent Director) material impact for minority share holders. Appoint Ghanshyam Dass (DIN: 01807011) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 BSE LIMITED AGM Management Shareholder Director (Non-Executive Non-Independent For For material impact for minority share holders. Director) Appoint Ms. Rita Bhagwati (DIN: 06990589) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 BSE LIMITED AGM Management Shareholder Director (Non-Executive Non-Independent For For material impact for minority share holders. Director) TATA POWER CO. Adoption of standalone financial statements for the Normal course of business and no material July- Sep'2020 30-Jul-2020 AGM Management For For LTD. year ended 31 March 2020 impact on minority shareholders. TATA POWER CO. Adoption of consolidated financial statements for the Normal course of business and no material July- Sep'2020 30-Jul-2020 AGM Management For For LTD. year ended 31 March 2020 impact on minority shareholders. TATA POWER CO. Declare final dividend of Rs. 1.6 per share (face value Normal course of business and no material July- Sep'2020 30-Jul-2020 AGM Management For For LTD. Re. 1.0) for FY20 impact on minority shareholders. TATA POWER CO. Reappoint Hemant Bhargava (DIN: 01922717) as Non- Normal course of business and no material July- Sep'2020 30-Jul-2020 AGM Management For For LTD. Executive Non-Independent Director impact on minority shareholders. Approve issuance of 490.6 mn equity shares to Tata Fund infusion by promoters will help the TATA POWER CO. July- Sep'2020 30-Jul-2020 AGM Management Sons Private Limited (promoter) on a preferential For For company reduce debt and will be beneficial to LTD. basis, to raise Rs. 26.0 bn minority shareholders. TATA POWER CO. Normal course of business and no material July- Sep'2020 30-Jul-2020 AGM Management Authorize the board to appoint branch auditors For For LTD. impact on minority shareholders. Ratify remuneration of Rs 650,000 (plus service tax TATA POWER CO. Normal course of business and no material July- Sep'2020 30-Jul-2020 AGM Management and out of pocket expenses) for Sanjay Gupta and For For LTD. impact on minority shareholders. Associates, as cost auditors for FY21

CHOLAMANDALA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders. FINANCE CO. LTD. 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)

CHOLAMANDALA Confirm interim dividend of Rs. 1.7 per share (face This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management value of Rs. 2.0 per equity share) as final dividend for For For material impact for minority share holders. FINANCE CO. LTD. FY20

CHOLAMANDALA To reappoint M.M. Murugappan (DIN: 00170478) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management Non-Executive Non-Independent Director liable to For For material impact for minority share holders. FINANCE CO. LTD. retire by rotation

CHOLAMANDALA Appoint Ms. Bhama Krishnamurthy (DIN: 02196839) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management Independent Director for a period of five years from 31 For For material impact for minority share holders. FINANCE CO. LTD. July 2019

CHOLAMANDALA Appoint Arun Alagappan (DIN: 00291361) as Managing This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management Director for a period of five years from 15 November For For material impact for minority share holders. FINANCE CO. LTD. 2019 and fix his remuneration

CHOLAMANDALA Appoint Ravindra Kumar Kundu (DIN: 07337155) as This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management Executive Director for a period of five years from 23 For For material impact for minority share holders. FINANCE CO. LTD. January 2020 and fix his remuneration

CHOLAMANDALA Issuance of non-convertible debentures (NCDs) on a This is normal course of business and has no July- Sep'2020 30-Jul-2020 M INVESTMENT & AGM Management For For private placement basis upto Rs. 300.0 bn material impact for minority share holders. FINANCE CO. LTD.

HONDA SIEL Reclassification of Usha International Limited from Normal course of business and has no material July- Sep'2020 30-Jul-2020 POWER PRODUCTS Postal Ballot Management For For Promoter and Promoter Group to Public category impact on minority shareholders. LTD. Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 31-Jul-2020 AXIS BANK LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders.

Reappoint B. Baburao (DIN 00425793) as director This is normal course of business and has no July- Sep'2020 31-Jul-2020 AXIS BANK LTD. AGM Management For For liable to retire by rotation material impact for minority share holders. Reappoint Rakesh Makhija (DIN 00117692) as This is normal course of business and has no July- Sep'2020 31-Jul-2020 AXIS BANK LTD. AGM Management Independent Director from 27 October 2020 up to 26 For For material impact for minority share holders. October 2023 Appoint T.C. Suseel Kumar (DIN 06453310) as non- This is normal course of business and has no July- Sep'2020 31-Jul-2020 AXIS BANK LTD. AGM Management executive director, nominee of Life Insurance For For material impact for minority share holders. Corporation from 1 July 2020 Approve borrowing/raising funds in Indian Currency/Foreign Currency by issue of debt This is normal course of business and has no July- Sep'2020 31-Jul-2020 AXIS BANK LTD. AGM Management instruments including but not limited to bonds and For For material impact for minority share holders. non-convertible debentures for an amount upto Rs 350 bn This is normal course of business and has no July- Sep'2020 31-Jul-2020 AXIS BANK LTD. AGM Management Approve issuance of securities of upto Rs 150.0 bn For For material impact for minority share holders. 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)

On 7 May 2019, Bharti Airtel announced the combination of India VSAT operations of Airtel and Hughes Network Systems, LLC (Hughes). Bharti Airtel’s VSAT business will be sold for a cash consideration of Rs. 1. 0 bn. Although Transfer the VSAT Business of Bharti Airtel Ltd. and Hughes will have majority ownership in the Bharti Airtel Services Ltd. (BASL) by way of slump sale combined entity, Airtel will have a significant BHARTI AIRTEL July- Sep'2020 31-Jul-2020 NCM Management to Hughes Communication India Pvt. Ltd. (HCIPL) and For For shareholding. Even so, there is no clarity on the LTD. HCIL Comtel Ltd., respectively, for a cash consideration proposed shareholding pattern. Given that the aggregating Rs. 1.0 bn size of the VSAT business is not very material to the overall size of Bharti Airtel (estimated at less than 0. 5% of FY20 consolidated revenues), and that the merger will enable greater efficiencies in operations and investment requirements, we support the transaction.

BLUE DART Adoption of standalone and consolidation financial Normal course of business and no material July- Sep'2020 31-Jul-2020 AGM Management For For EXPRESS LTD. statements for the year ended 31 March 2020 impact on minority shareholders. BLUE DART Normal course of business and no material July- Sep'2020 31-Jul-2020 AGM Management Reappoint Kenneth Allen (DIN: 08376337) as Director For For EXPRESS LTD. impact on minority shareholders. Approve payment of minimum remuneration to Balfour Manuel (DIN: 08416666), Managing Director BLUE DART Normal course of business and no material July- Sep'2020 31-Jul-2020 AGM Management for the period 16 May 2019 to 31 March 2020 and For For EXPRESS LTD. impact on minority shareholders. revise his remuneration for the period 1 April 2020 to 31 March 2021 Approve continuation of Narendra Sarda (DIN: BLUE DART Normal course of business and no material July- Sep'2020 31-Jul-2020 AGM Management 03480129), as Director from 8 November 2020 until 27 For For EXPRESS LTD. impact on minority shareholders. March 2022, after attainment of 75 years

The voting has been abstained for these proposals as the shareholding in this company is BHARTI INFRATEL Adoption of standalone and consolidated financial July- Sep'2020 03-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARTI INFRATEL Ratify the interim dividends aggregating Rs 10.5 per July- Sep'2020 03-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. share of face value Rs 10.0 each for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARTI INFRATEL Reappoint Rajan Bharti Mittal (DIN: 00028016) as Non- July- Sep'2020 03-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Devender Singh Rawat (DIN: 06798626) as proposals as the shareholding in this company is BHARTI INFRATEL July- Sep'2020 03-Aug-2020 AGM Management Managing Director & CEO from 1 April 2020 till 3 For Abstain through passive Schemes like Index Funds / LTD. August 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Rajinder Pal Singh (DIN: 02943155) as proposals as the shareholding in this company is BHARTI INFRATEL July- Sep'2020 03-Aug-2020 AGM Management Independent Director for another term of five years For Abstain through passive Schemes like Index Funds / LTD. w.e.f. 15 July 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these GODREJ proposals as the shareholding in this company is Adoption of standalone and consolidated financial July- Sep'2020 04-Aug-2020 CONSUMER AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 PRODUCTS LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GODREJ proposals as the shareholding in this company is To confirm interim dividend of Rs. 8.0 per share (face July- Sep'2020 04-Aug-2020 CONSUMER AGM Management For Abstain through passive Schemes like Index Funds / value Re. 1.0) for FY20 PRODUCTS LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GODREJ proposals as the shareholding in this company is Reappoint Pirojsha Godrej (DIN: 00432983) as Non- July- Sep'2020 04-Aug-2020 CONSUMER AGM Management For Abstain through passive Schemes like Index Funds / Executive Non-Independent Director PRODUCTS LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GODREJ proposals as the shareholding in this company is Reappoint Ms. Tanya Dubash (DIN: 00026028) as Non- July- Sep'2020 04-Aug-2020 CONSUMER AGM Management For Abstain through passive Schemes like Index Funds / Executive Non-Independent Director PRODUCTS LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GODREJ proposals as the shareholding in this company is Approve remuneration of Rs. 0.6 mn for PM Nanabhoy July- Sep'2020 04-Aug-2020 CONSUMER AGM Management For Abstain through passive Schemes like Index Funds / & Co. as cost auditors for FY21 PRODUCTS LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Ms. Nisaba Godrej (DIN: 00591503) as GODREJ proposals as the shareholding in this company is Executive Chairperson & Managing Director from 1 July- Sep'2020 04-Aug-2020 CONSUMER AGM Management For Abstain through passive Schemes like Index Funds / July 2020 to 30 September 2022 and fix her PRODUCTS LTD. Exchange Traded Funds/Arbitrage Funds/ remuneration Arbitrage positions in other Funds.

Extension of last date of submission of Resolution Plans “It is hereby resolved to extend the timeline for DEWAN HOUSING submission of resolution plans in accordance with FINANCE This process is getting delayed as bidders are July- Sep'2020 04-Aug-2020 COC Meeting Management under Regulation 36B (6) of CIRP Regulations by forty For For CORPORATION asking for more time due to covid (40) days from 7th August 2020. Accordingly, the last LIMITED. date for submission of Resolution Plan will be 16th September 2020”

Modification in the Request for Resolution Plan dated 17th March 2020 “It is hereby resolved to approve certain modifications to the RFRP dated 17th March 2020 in accordance with Regulation 36B (5) of CIRP Regulations to give effect to the following: 1. Submission Protocol for submission of Resolution Plans DEWAN HOUSING to enable ‘digital submission’ of Resolution Plans by Due to covid, we are supporting digital resolution FINANCE Resolution Applicants based on the prevailing plan, we are supporting the sale of insurance July- Sep'2020 04-Aug-2020 COC Meeting Management For For CORPORATION lockdown situation and under such terms and business as realising the proceeds to be LIMITED. conditions as may be communicated by the Administ distributed to the debtentureholders. rator in writing to the Resolution Applicants 2. The process of sale of equity shares of PLIL (erstwhile DPLI) held by DIL as discussed and agreed by the CoC in this regard during the 6th CoC meeting dated 29th July 2020. 3. Any other term and condition of the RFRP in relation to the above” 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)

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

Declare final dividend of Rs. 1.5 per share of face value This is normal course of business and has no July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For Re. 1.0 each material impact for minority shareholders.

He retires by rotation, and his reappointment is in line with the statutory requirements. This is July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management Reappoint Ashwin Dani (DIN: 00009126) as Director For For normal course of business and has no material impact for minority shareholders. She is liable to retire by rotation and her reappointment is in line with statutory Reappoint Ms. Amrita Vakil (DIN: 00170725) as July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For requirements. This is normal course of business Director and has no material impact for minority shareholders. He will retire by rotation, and his reappointment Reappoint Manish Choksi (DIN: 00026496) as Non- is in line with the statutory requirements. This is July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For Executive Director liable to retire by rotation normal course of business and has no material impact for minority shareholders.

Continue directorship of Ashwin Dani (DIN: 00009126) This is normal course of business and has no July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For beyond the age of 75 years, as Non-Executive Director material impact for minority shareholders.

Appoint Amit Syngle (DIN: 07232566) as a Director, not This is normal course of business and has no July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For liable to retire by rotation material impact for minority shareholders.

Appoint Amit Syngle (DIN: 07232566) as MD & CEO for This is normal course of business and has no July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For a period of three years w.e.f. 1 April 2020 material impact for minority shareholders.

Ratify remuneration of Rs 0.8 mn for RA & Co. as cost This is normal course of business and has no July- Sep'2020 05-Aug-2020 ASIAN PAINTS LTD. AGM Management For For auditors for FY21 material impact for minority shareholders.

GODREJ Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 05-Aug-2020 AGM Management For For PROPERTIES LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

Pirojsha Godrej, 40, represents the promoter family. He is currently designated as Executive GODREJ Chairperson and has served on the board since July- Sep'2020 05-Aug-2020 AGM Management Reappoint Pirojsha Godrej (DIN: 00432983) as Director For For PROPERTIES LTD. October 2008. He retires by rotation and his reappointment is in line with the statutory requirements.

Ms. Sutapa Banerjee, 54, has over two decades of experience in the financial services industry. She Appoint Ms. Sutapa Banerjee (DIN: 002844650) as GODREJ has worked for ANZ Grindlays, ABN AMRO and July- Sep'2020 05-Aug-2020 AGM Management Independent Director for a term of five years w.e.f. 5 For For PROPERTIES LTD. Ambit Capital. At Ambit Capital she served as CEO November 2019 of Private Wealth Business. Her appointment is in line with the statutory requirements. The total remuneration proposed is reasonable GODREJ Approve remuneration of Rs. 116,000 for R Nanabhoy July- Sep'2020 05-Aug-2020 AGM Management For For compared to the size and scale of the company’s PROPERTIES LTD. & Co. as cost auditors for FY21 operations. TORRENT POWER Adoption of standalone and consolidated financial Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 impact on minority shareholders.

Confirm interim dividend of Rs. 11.6 (including special TORRENT POWER Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management dividend of Rs. 5.0 per share) as final dividend per For For LTD. impact on minority shareholders. share of face value Rs. 10.0 each for FY20 TORRENT POWER Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management Reappoint Samir Mehta (DIN: 00061903) as Director For For LTD. impact on minority shareholders. 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)

Appoint Ms. Sunaina Tomar (DIN: 03435543) as Non- TORRENT POWER Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management Executive Non-Independent Director from 13 February For For LTD. impact on minority shareholders. 2020 TORRENT POWER Ratify remuneration of Rs. 1.4 mn payable to Kirit Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management For For LTD. Mehta & Co., as cost auditors for 2021 impact on minority shareholders. Approve payment of commission to Sudhir Mehta, TORRENT POWER Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management Non-Executive Director and Chairperson Emeritus for For For LTD. impact on minority shareholders. FY20 TORRENT POWER To issue Non-Convertible Debentures (NCDs) on a Normal course of business and no material July- Sep'2020 06-Aug-2020 AGM Management For For LTD. private placement basis upto Rs. 20.0 bn impact on minority shareholders. Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 06-Aug-2020 BATA INDIA LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

Declare final dividend of Rs. 4.0 per share (face value This is normal course of business and has no July- Sep'2020 06-Aug-2020 BATA INDIA LTD. AGM Management For For Rs. 5.0) for FY20 material impact for minority shareholders.

He retires by rotation and his reappointment is in Reappoint Sandeep Kataria (DIN: 05183714) as line with the statutory requirements. This is July- Sep'2020 06-Aug-2020 BATA INDIA LTD. AGM Management For For Director normal course of business and has no material impact for minority shareholders. Reappoint Ram Kumar Gupta (DIN: 01125065) as This is normal course of business and has no July- Sep'2020 06-Aug-2020 BATA INDIA LTD. AGM Management Director- Finance and CFO for another term of three For For material impact for minority shareholders. years w.e.f. 19 August 2020 Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 06-Aug-2020 B A S F INDIA LTD. AGM Management For For March 2020 material impact on minority shareholders.

To declare a final dividend of Rs. 3.0 per equity share This is a normal course of business and has no July- Sep'2020 06-Aug-2020 B A S F INDIA LTD. AGM Management For For of face value Rs. 10.0 each material impact on minority shareholders. Reappoint Dirk Bremm (DIN: 08511847) as Non- This is a normal course of business and has no July- Sep'2020 06-Aug-2020 B A S F INDIA LTD. AGM Management Executive Non-Independent Director liable to retire by For For material impact on minority shareholders. rotation Approve remuneration of Rs. 1.4 mn to R. Nanabhoy & This is a normal course of business and has no July- Sep'2020 06-Aug-2020 B A S F INDIA LTD. AGM Management For For Co. as cost auditors for FY21 material impact on minority shareholders. Approve acquisition of 100% stake in BASF This is a normal course of business and has no July- Sep'2020 06-Aug-2020 B A S F INDIA LTD. AGM Management Performance Polyamides India Private Limited, a group For For material impact on minority shareholders. company, for Rs. 3.05 bn Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 06-Aug-2020 TRENT LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 06-Aug-2020 TRENT LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Approve final dividend of Re. 1.0 per share of face This is normal course of business and has no July- Sep'2020 06-Aug-2020 TRENT LTD. AGM Management For For value Re. 1.0 each for FY20 material impact for minority shareholders. His reappointment is in line with all statutory Reappoint Bhaskar Bhat (DIN: 00148778) as Non- requirements. This is normal course of business July- Sep'2020 06-Aug-2020 TRENT LTD. AGM Management For For Executive Non-Independent Director and has no material impact for minority shareholders. Reappoint Philip N. Auld (DIN: 03543080) as Executive This is normal course of business and has no July- Sep'2020 06-Aug-2020 TRENT LTD. AGM Management Director, from 1 May 2020 up to 2 September 2021, For For material impact for minority shareholders. and fix his remuneration AMARA RAJA Adoption of audited standalone financial statements This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For BATTERIES LTD. for the year ended 31 March 2020 material impact for minority share holders.

AMARA RAJA Adoption of audited consolidated financial statements This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For BATTERIES LTD. for the year ended 31 March 2020 material impact for minority share holders. 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)

Dr. Ramachandra Galla, 81, is the founder and non-executive Chairperson of the company. He has been on the board for 35 years and retires by rotation. Recent changes in SEBI’s LODR require shareholder approval by a special resolution to Reappoint Dr. Ramachandra Galla (DIN: 00133761) as AMARA RAJA appoint or continue the appointment of non- July- Sep'2020 07-Aug-2020 AGM Management Director liable to retire by rotation and approve his For For BATTERIES LTD. executive directors who have attained the age of continuation on the board 75. Dr. Ramachandra Galla is 81 years old. We do not have an upper age limit for appointment as a director. He attended 100% of the board meetings held in FY20. His reappointment is in line with all statutory requirements.

Brahmayya & Co and Deloitte Haskins & Sells LLP were appointed as the statutory auditors in the 2015 AGM for five years. The board proposes to reappoint them for a period of five years, which Reappoint Brahmayya & Co and Deloitte Haskins & AMARA RAJA will complete their tenure of ten years as per July- Sep'2020 07-Aug-2020 AGM Management Sells LLP as joint statutory auditors for a second term For For BATTERIES LTD. provisions of Section 139 of Companies Act, 2013. of five years and fix their remuneration at Rs.7.0 mn The proposed remuneration of Rs. 7. 0 mn (excluding GST and reimbursement of actuals) for FY21 is reasonable compared to the size and scale of the company’s operations.

The remuneration to be paid to the cost auditor is AMARA RAJA Ratify remuneration of Rs. 400,000 for Sagar & July- Sep'2020 07-Aug-2020 AGM Management For For reasonable compared to the size and scale of the BATTERIES LTD. Associates as cost auditors for FY21 company’s operations.

Dr. Ramadevi Gourineni, 56, is Dr. Ramachandra Galla’s daughter and Jayadev Galla’s sister. She is a neurologist from University of Illinois, Chicago; and a fellow in EEG & Sleep from Loyala University, and in sleep medicine from Appoint Dr. Ramadevi Gourineni (DIN: 01347211) as a AMARA RAJA Northwestern University, Illinois. She was director July- Sep'2020 07-Aug-2020 AGM Management Director liable to retire by rotation from 1 February For For BATTERIES LTD. of medical student education in Neurology at 2020 Northwestern University and a faculty member at Northwestern University for fifteen years. She is the Managing Director of Amara Raja Infra Private Limited. Her appointment is in line with all statutory requirements.

Ms. Bhairavi Jani, 40, is the Chairperson and Founder of IEF Entrepreneurship Foundation and Reappoint Ms. Bhairavi Jani (DIN: 00185929) as an Executive Director of SCA Group of companies. AMARA RAJA July- Sep'2020 07-Aug-2020 AGM Management Independent Director for a second term of five years For For She attended 75% (3 out of 4) of the board BATTERIES LTD. from 14 August 2020 meetings in FY20. Her reappointment as an Independent Director meets all statutory requirements. His re-appointment as an Independent Director Reappoint Jayadev Galla (DIN: 00143610) as Vice AMARA RAJA meets all statutory requirements. This is normal July- Sep'2020 07-Aug-2020 AGM Management Chairperson and Managing Director for five years and For For BATTERIES LTD. course of business and has no material impact for fix his remuneration minority share holders.

Approve payment of commission to Dr. Ramachandra AMARA RAJA This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management Galla at 3% of net profits for FY21, in excess of 50% of For For BATTERIES LTD. material impact on minority shareholders. remuneration payable to all non-executive directors

BAYER Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For CROPSCIENCE LTD. March 2020 material impact on minority shareholders. 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)

BAYER Declare final dividend of Rs. 25.0 per equity share (face This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For CROPSCIENCE LTD. value Rs. 10.0) material impact on minority shareholders.

BAYER This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management Reappoint Jens Hartmann (DIN: 08338494) as Director For For CROPSCIENCE LTD. material impact on minority shareholders. Appoint Sekhar Natarajan (DIN: 01031445) as an BAYER This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management Independent Director for a periodof five years from 7 For For CROPSCIENCE LTD. material impact on minority shareholders. August 2020 to 6 August 2025 Appoint Dr. Thomas Hoffmann (DIN: 06485949) as Non- BAYER This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management Executive Non-Independent Director from 16 For For CROPSCIENCE LTD. material impact on minority shareholders. September 2019, liable to retire by rotation

BAYER Ratify remuneration of Rs. 0.59 mn for D. C. Dave & Co This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For CROPSCIENCE LTD. as cost auditors for FY21 material impact on minority shareholders.

ORIENT ELECTRIC Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For LTD. March 2020 material impact for minority shareholders. Confirm interim dividend of Re. 0.65 per share and ORIENT ELECTRIC This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management declare final dividend of Re. 0.5 per share of face value For For LTD. material impact for minority shareholders. Re. 1.0 each for FY20 He is liable to retire by rotation and his reappointment is in line with statutory ORIENT ELECTRIC Reappoint Chandra Kant Birla (DIN: 00118473) as July- Sep'2020 07-Aug-2020 AGM Management For For requirements. This is normal course of business LTD. Director and has no material impact for minority shareholders. The total remuneration is reasonable compared ORIENT ELECTRIC Ratify remuneration of Rs. 65,000 payable to Somnath to the size and scale of the company’s operations. July- Sep'2020 07-Aug-2020 AGM Management For For LTD. Mukherjee, as cost auditor for FY21 This is normal course of business and has no material impact for minority shareholders. Authorize the board to appoint / remove / change ORIENT ELECTRIC This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management branch auditors, fix their remuneration and ratify For For LTD. material impact for minority shareholders. actions already taken in this regard DEEPAK NITRITE Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

DEEPAK NITRITE Confirm interim dividend of Rs. 4.5 per share on face This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For LTD. value Rs.2.0 material impact on minority shareholders.

DEEPAK NITRITE This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management Reappoint Ajay C. Mehta (DIN: 00028405) as Director For For LTD. material impact on minority shareholders. Appoint Dileep Choksi (DIN: 00016322) as DEEPAK NITRITE This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management Independent Director not liable to retire by rotation For For LTD. material impact on minority shareholders. from 3 February 2020 to 6 August 2023 DEEPAK NITRITE Ratify remuneration of Rs. 750,000 payable to B. M. This is a normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For LTD. Sharma & Co., cost auditors for FY21 material impact on minority shareholders.

MAHINDRA & Adoption of audited standalone financial statements This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For MAHINDRA LTD. for the year ended 31 March 2020 material impact on minority shareholders.

MAHINDRA & Adoption of audited consolidated financial statements This is normal course of business and has no July- Sep'2020 07-Aug-2020 AGM Management For For MAHINDRA LTD. for the year ended 31 March 2020 material impact on minority shareholders. The total dividend outflow excluding dividend tax MAHINDRA & Declare dividend of Rs. 2.35 per equity share of face July- Sep'2020 07-Aug-2020 AGM Management For For for FY20 is Rs. 2. 9 bn. The dividend payout ratio MAHINDRA LTD. value Rs.5.0 each for FY20 is 21. 8%. 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)

Anand Mahindra, 65, is Promoter and Executive Chairperson of Mahindra & Mahindra Limited. He MAHINDRA & Reappoint Anand Mahindra (DIN: 00004695) as attended 100% of the board meetings held in July- Sep'2020 07-Aug-2020 AGM Management For For MAHINDRA LTD. Director liable to retire by rotation FY20. He retires by rotation and his reappointment is in line with statutory requirements. The remuneration to be paid to the cost auditor is MAHINDRA & Approve remuneration of Rs.0.8 mn for DC Dave & Co. July- Sep'2020 07-Aug-2020 AGM Management For For reasonable compared to the size and scale of the MAHINDRA LTD. as cost auditors for FY21 company’s operations.

As per succession planning by the company, Pawan Goenka is being re-designated as Managing Director and Chief Executive Officer from 1 April 2020. He will be reappointed as Re-designate Dr. Pawan Goenka as Managing Director Whole-time director till 1 April 2021. We estimate and Chief Executive Officer from 1 April 2020 and his remuneration to be Rs. 151 mn. The MAHINDRA & reappoint him as Managing Director designated as July- Sep'2020 07-Aug-2020 AGM Management For For estimated remuneration is comparable to peers, MAHINDRA LTD. Managing Director and Chief Executive Officer from 12 and commensurate with the size and complexity November 2020 to 2 April 2021 and fix his of the business. Further, Dr. Pawan Goenka is a remuneration from 1 August 2020 professional whose skills carry market value. Companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.

Anish Shah, 50, is the Deputy Managing Director and CFO of Mahindra & Mahindra Limited. He is MAHINDRA & Appoint Dr. Anish Shah (DIN: 02719429) as a Director responsible for the group corporate office and July- Sep'2020 07-Aug-2020 AGM Management For For MAHINDRA LTD. liable to retire by rotation oversight of all businesses other than auto and farm sectors. His appointment is in line with all statutory requirements.

Anish Shah is the Deputy Managing Director and Appoint Dr. Anish Shah as Whole-time Director for a group Chief Financial Officer of the company. He period of five years designated as Deputy Managing will be re-designated as Managing Director and Director and Group Chief Financial Officer from 1 April Chief Executive Officer from 2 April 2021. We MAHINDRA & July- Sep'2020 07-Aug-2020 AGM Management 2020 to 1 April 2021 and as the Managing Director For For estimate his remuneration to be Rs. 138. 0 mn for MAHINDRA LTD. designated as Managing Director and Chief Executive FY21. The estimated remuneration is comparable Officer from 2 April 2021 to 31 March 2025 and fix his to peers, and commensurate with the size and remuneration complexity of the business. Further, Anish Shah is a professional whose skills carry market value.

Rajesh Jejurikar, 55, is the Executive Director (Automotive and Farm Sector) of the company. MAHINDRA & Appoint Rajesh Jejurikar (DIN: 00046823) as Director He has diverse experience across packaged July- Sep'2020 07-Aug-2020 AGM Management For For MAHINDRA LTD. liable to retire by rotation goods, advertising, media, automotive and farm equipment. His appointment is in line with all statutory requirements.

We estimate Rajesh Jejurikar’s remuneration at Appoint Rajesh Jejurikar as Whole-time Director Rs. 84. 1 mn for FY21. The estimated MAHINDRA & designated as Executive Director (Automotive and remuneration is comparable to peers, and July- Sep'2020 07-Aug-2020 AGM Management For For MAHINDRA LTD. Farm Sectors) for a period of five years from 1 April commensurate with the size and complexity of 2020 and fix his remuneration the business. Further, Rajesh Jejurikar is a professional whose skills carry market value.

CP Gurnani, 61, is Managing Director and CEO of MAHINDRA & Appoint CP Gurnani (DIN: 00018234) as Non-Executive July- Sep'2020 07-Aug-2020 AGM Management For For Tech Mahindra Limited. His appointment is in line MAHINDRA LTD. Non-Independent Director liable to retire by rotation with all statutory 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)

ICICI PRUDENTIAL Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management For For March 2020 material impact for minority share holders. COMPANY LTD

ICICI PRUDENTIAL Reappoint Sandeep Batra (DIN: 03620913) as Non- This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management Executive Non-Independent Director liable to retire by For For material impact for minority share holders. COMPANY LTD rotation

ICICI PRUDENTIAL Approve remuneration of Rs. 9.9 mn each to be paid to This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management joint statutory auditors Walker Chandiok & Co LLP and For For material impact for minority share holders. COMPANY LTD BSR & Co LLP for FY21

ICICI PRUDENTIAL Approve remuneration of N. S. Kannan, Managing This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management For For Director and CEO, with effect from 1 April 2020 material impact for minority share holders. COMPANY LTD

ICICI PRUDENTIAL Approve remuneration of Puneet Nanda, Former This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management Deputy Managing Director, from 1 April 2020 to 14 For For material impact for minority share holders. COMPANY LTD June 2020 on a proportionate basis

ICICI PRUDENTIAL Reappoint M. S. Ramachandran (DIN: 00943629) as This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management For For Independent Director for five years from 29 June 2021 material impact for minority share holders. COMPANY LTD

ICICI PRUDENTIAL Continue directorship of M. S. Ramachandran (DIN: This is normal course of business and has no July- Sep'2020 07-Aug-2020 LIFE INSURANCE AGM Management 00943629) beyond the age of 75 years, as For For material impact for minority share holders. COMPANY LTD Independent Director

This is normal course of business and has no July- Sep'2020 09-Aug-2020 I C I C I BANK LTD. Postal Ballot Management Approve issuance of securities of upto Rs 150.0 bn For For material impact for minority share holders.

The voting has been abstained for these proposals as the shareholding in this company is EICHER MOTORS Adoption of standalone and consolidated financial July- Sep'2020 10-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is EICHER MOTORS Reappoint Vinod Kumar Aggarwal (DIN: 00038906) as July- Sep'2020 10-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Non-Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is EICHER MOTORS Ratify remuneration of Rs. 4,50,000 payable to Ms. July- Sep'2020 10-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Jyothi Satish as cost auditors for 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Ms. Manvi Sinha (DIN: 07038675) as proposals as the shareholding in this company is EICHER MOTORS July- Sep'2020 10-Aug-2020 AGM Management Independent Director for another term of five years For Abstain through passive Schemes like Index Funds / LTD. from 13 February 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint S. Sandilya (DIN: 00037542) as Independent proposals as the shareholding in this company is EICHER MOTORS Director for five years from 13 February 2020 and July- Sep'2020 10-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. approve his continuation on the board after attaining Exchange Traded Funds/Arbitrage Funds/ the age of 75 years Arbitrage positions in other Funds. 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 voting has been abstained for these Approve payment of remuneration of Rs. 5.7 mn proposals as the shareholding in this company is EICHER MOTORS (excluding sitting fees) to S. Sandilya, Independent July- Sep'2020 10-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Chairperson for FY20, which exceeds 50% of the total Exchange Traded Funds/Arbitrage Funds/ remuneration payable to all non-executive directors Arbitrage positions in other Funds.

The voting has been abstained for these Adopt a new set of Articles of Association in line with proposals as the shareholding in this company is EICHER MOTORS July- Sep'2020 10-Aug-2020 AGM Management Companies Act, 2013 with authorization for For Abstain through passive Schemes like Index Funds / LTD. subdivision of equity shares Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is EICHER MOTORS Subdivision of equity shares from face value of Rs. 10.0 July- Sep'2020 10-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. per share to face value of Re. 1.0 per share Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Alteration of Capital Clause of Memorandum of proposals as the shareholding in this company is EICHER MOTORS July- Sep'2020 10-Aug-2020 AGM Management Association to accommodate the subdivision of equity For Abstain through passive Schemes like Index Funds / LTD. shares Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. ASTRAZENECA Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management For For March 2020 material impact for minority shareholders. LTD. AstraZeneca has proposed to confirm the interim ASTRAZENECA dividend of Re. 1 per share as final dividend for Confirm payment of interim dividend of Re. 1 per July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management For For the year ended 31 March 2020. The total share as final dividend for the year LTD. dividend outflow including dividend tax for FY20 is Rs. 30. 1 mn. The dividend payout ratio is 4. 2%. ASTRAZENECA Ms. Weiying Sarah Wang retires by rotation and Reappoint Ms. Weiying Sarah Wang (DIN: 08369289) July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management For For her reappointment is in line with statutory as Director liable to retire by rotation LTD. requirements. Ankush Nandra joined AstraZeneca in 2015. He is based in the United Kingdom and leads the commercial finance organization across the International Region. He is also a member of both ASTRAZENECA Appoint Ankush Nandra (DIN: 08737981) as Non- the International Leadership Team as well as the July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management Executive Director liable to retire by rotation from 18 For For Global Finance Leadership Team at AstraZeneca. LTD. May 2020 Prior to joining AstraZeneca, he spent 16 years at GSK based in the UK, US and Australia. His appointment is in line with statutory requirements.

Gagandeep Singh Bedi was appointed as MD on 1 July 2017. His FY20 remuneration of Rs. 48. 3 mn was 49x the median employee remuneration. His remuneration increased by 10% during the year compared to a 10. 0% increase in median ASTRAZENECA Reappoint Gagandeep Singh Bedi (DIN: 07844333) as employee remuneration. His estimated July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management the Managing Director for a period of three years from For For remuneration for FY21 of Rs. 53. 1 mn is LTD. 1 July 2020 to 30 June 2023 and fix his remuneration commensurate with the size and scale of operations of the company. Further, he is a professional and his skills and experience carry market value. We expect the company to cap the performance linked incentives – bonus and stock options - to be paid to its directors. 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)

Rajesh Marwaha was appointed on the board on 2 December 2016. He has been the Chief Financial Officer of the Company since August 2014. His FY20 remuneration of Rs. 24. 5 mn was 25x the median employee remuneration. His remuneration increased by 12. 5% during the Reappoint Rajesh Marwaha (DIN: 01458768) as a ASTRAZENECA year compared to a 10. 0% increase in median Whole-time Director for a period of three years from 2 July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management For For employee remuneration. His estimated December 2019 to 1 December 2022 and fix his LTD. remuneration for FY21 of Rs. 29. 4 mn while remuneration higher than peers are commensurate with the size and scale of his responsibilities. Further, he is a professional and his skills and experience carry market value. We expect the company to cap the performance linked incentives – bonus and stock options - to be paid to its directors.

ASTRAZENECA The remuneration proposed to be paid to the cost Approve remuneration of Rs. 175,000 payable to Rao, July- Sep'2020 10-Aug-2020 PHARMA INDIA AGM Management For For auditor in FY21 is reasonable compared to the Murthy & Associates, as cost auditor for FY21 LTD. size and scale of operations. MAHINDRA & MAHINDRA Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 10-Aug-2020 AGM Management For For FINANCIAL year ended 31 March 2020 material impact for minority share holders. SERVICES LTD. MAHINDRA & MAHINDRA Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 10-Aug-2020 AGM Management For For FINANCIAL year ended 31 March 2020 material impact for minority share holders. SERVICES LTD. MAHINDRA & MAHINDRA Reappoint V S. Parthasarathy (DIN: 00125299) as This is normal course of business and has no July- Sep'2020 10-Aug-2020 AGM Management For For FINANCIAL Director material impact for minority share holders. SERVICES LTD. MAHINDRA & Approve increase in borrowing limit to Rs. 900 bn from MAHINDRA This is normal course of business and has no July- Sep'2020 10-Aug-2020 AGM Management Rs. 800 bn and creation of charges/mortgages on the For For FINANCIAL material impact for minority share holders. assets of the company SERVICES LTD. SAREGAMA INDIA Adoption of audited standalone and consolidated This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. financial statements for the year ended 31 March 2020 material impact for minority share holders.

SAREGAMA INDIA Approve final dividend of Rs. 1.5 per equity share of This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. face value Rs. 10.0 each material impact for minority share holders.

His reappointment as director, retiring by SAREGAMA INDIA Reappoint Sanjiv Goenka (DIN: 00074796) as Director rotation, meets all statutory requirements. This is July- Sep'2020 11-Aug-2020 AGM Management For For LTD. liable to retire by rotation normal course of business and has no material impact for minority share holders.

SAREGAMA INDIA Ratify remuneration of Rs. 100,000 payable to Shome This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. & Banerjee as cost auditors for FY21 material impact for minority share holders.

SAREGAMA INDIA Approve revision in remuneration payable to Vikram This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Mehra as Managing Director w.e.f. 1 July 2019 material impact for minority share holders.

Reappoint Umang Kanoria (DIN: 00081108) as an SAREGAMA INDIA This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management Independent Director for a second term of five years For For LTD. material impact for minority share holders. from 28 September 2020 to 27 September 2025 His reappointment is in line with statutory Reappoint Santanu Bhattacharya (DIN: 01794958) as SAREGAMA INDIA requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management an Independent Director for a second term of five For For LTD. and has no material impact for minority share years from 22 December 2020 to 21 December 2025 holders. 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)

His reappointment is in line with statutory Reappoint Arindam Sarkar (DIN: 06938957) as an SAREGAMA INDIA requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management Independent Director for a second term of five years For For LTD. and has no material impact for minority share from 22 December 2020 to 21 December 2025 holders. Her appointment meets all statutory Appoint Ms. Kusum Dadoo (DIN: 06967827) as an SAREGAMA INDIA requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management Independent Director for five years from 5 June 2020 For For LTD. and has no material impact for minority share to 4 June 2025 holders. SAREGAMA INDIA Approve payment of commission to non-executive This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. directors up to 3% of net profits from FY21 material impact for minority share holders.

TITAN COMPANY Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 material impact for minority share holders.

TITAN COMPANY Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 material impact for minority share holders.

TITAN COMPANY Declare final dividend of Rs. 4.0 per share of face value This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Re. 1.0 each for FY20 material impact for minority share holders. His reappointment is in line with statutory TITAN COMPANY Reappoint Noel Naval Tata (DIN: 00024713) as Non- requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Executive Non-Independent Director and has no material impact for minority share holders. Her appointment is in line with statutory TITAN COMPANY Appoint Ms. Kakarla Usha (DIN: 07283218) as Non- requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Executive Non-Independent Director and has no material impact for minority share holders. His appointment is in line with all statutory TITAN COMPANY Appoint Bhaskar Bhat (DIN: 00148778) as Non- requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Executive Non-Independent Director and has no material impact for minority share holders. His appointment is in line with all statutory TITAN COMPANY Appoint C. K. Venkataraman (DIN: 05228157) as requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Director and has no material impact for minority share holders. Appoint C. K. Venkataraman (DIN: 05228157) as TITAN COMPANY This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management Managing Director for a period of five years from 1 For For LTD. material impact for minority share holders. October 2019 and fix his remuneration Her appointment is in line with all statutory Appoint Ms. Sindhu Gangadharan (DIN: 08572868) as TITAN COMPANY requirements. This is normal course of business July- Sep'2020 11-Aug-2020 AGM Management Independent Director for a period of five years from 8 For For LTD. and has no material impact for minority share June 2020 holders. TITAN COMPANY This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management Authorize the board to appoint branch auditors For For LTD. material impact for minority share holders.

TITAN COMPANY Approve payment of commission to Non-Executive This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Directors up to 1% of net profits material impact for minority share holders.

CHALET HOTELS Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 material impact on the minority shareholders.

CHALET HOTELS Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 material impact on the minority shareholders.

The company has 1600, 0. 001 % non-cumulative redeemable preference shares of Rs. 0. 1 mn CHALET HOTELS Approve dividend on 0.001% redeemable preference each on 31 March 2020. The company proposes July- Sep'2020 11-Aug-2020 AGM Management For For LTD. shares for FY20 to pay a dividend of Rs. 1 per share (0. 001% on Rs. 0. 1 mn preference shares). The total amount of dividend aggregated to Rs. 1600. 0. 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)

Ravi Raheja, 48, is part of the promoter family. He has been on the board of the company for 25 years. He heads the business development for the real estate arm of the Raheja Group and oversees CHALET HOTELS July- Sep'2020 11-Aug-2020 AGM Management Reappoint Ravi Raheja (DIN: 00028044) as Director For For corporate strategy, finance and planning for the LTD. group’s retail and hospitality divisions. He attended 100% of the meetings held in FY20. His reappointment is in line with statutory requirements. Ratify remuneration of Rs. 50,000 for FY20 and Rs. The total remuneration proposed is reasonable CHALET HOTELS July- Sep'2020 11-Aug-2020 AGM Management 50,000 for FY21 to Vikas Vinayak Deodhar as cost For For compared to the size and scale of the company’s LTD. auditor operations. ICICI SECURITIES Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 material impact for minority share holders.

ICICI SECURITIES Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 material impact for minority share holders. Confirm interim dividend of Rs. 4.25 per equity share ICICI SECURITIES This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management and declare final dividend of Rs. 6.75 per equity share For For LTD. material impact for minority share holders. of face value Rs. 5.0 each Reappoint Pramod Rao (DIN: 02218756) as Non- ICICI SECURITIES This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management Executive Non-Independent Director liable to retire by For For LTD. material impact for minority share holders. rotation ICICI SECURITIES Approve remuneration of Vijay Chandok, Managing This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Director and CEO, from 1 April 2020 to 31 March 2021 material impact for minority share holders.

ICICI SECURITIES Approve remuneration of Ajay Saraf, Executive This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. Director, from 1 April 2020 to 31 March 2021 material impact for minority share holders.

ICICI SECURITIES This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management Increase borrowing limit to Rs. 35 bn from Rs. 25 bn For For LTD. material impact for minority share holders. Increase the limit of related party transaction (short ICICI SECURITIES term borrowings by way of credit facility) with holding This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management For For LTD. company ICICI Bank Ltd. up to an aggregate limit of Rs. material impact for minority share holders. 25.0 bn Approve related party transactions for placing fixed ICICI SECURITIES This is normal course of business and has no July- Sep'2020 11-Aug-2020 AGM Management deposits with holding company ICICI Bank Ltd. up to For For LTD. material impact for minority share holders. Rs. 5.0 bn REDINGTON Adoption of audited standalone financial statements This is normal course of business and has no July- Sep'2020 12-Aug-2020 AGM Management For For (INDIA) LTD. for the year ended 31 March 2020 material impact for minority shareholders.

REDINGTON Adoption of audited consolidated financial statements This is normal course of business and has no July- Sep'2020 12-Aug-2020 AGM Management For For (INDIA) LTD. for the year ended 31 March 2020 material impact for minority shareholders.

Tu, Shu-Chyuan is a nominee of Synnex (Mauritius) Limited, which owned 24. 24% of the company’s equity on 30 June 2020. He is Vice- REDINGTON Reappoint Tu, Shu-Chyuan (DIN: 02336015) as Director July- Sep'2020 12-Aug-2020 AGM Management For For President – Business Development at Synnex. He (INDIA) LTD. liable to retire by rotation attended 100% of board meetings in FY20. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Ms. Chen, Yi-Ju is a nominee of Synnex (Mauritius) Limited, which owned 24. 24% of the company’s equity on 30 June 2020. She is in REDINGTON Reappoint Ms. Chen, Yi-Ju (DIN: 08031113) as Director charge of overseas subsidiaries management and July- Sep'2020 12-Aug-2020 AGM Management For For (INDIA) LTD. liable to retire by rotation investment management at Synnex. She attended 100% of the board meetings held in FY20. She is liable to retire by rotation and her reappointment is in line with all statutory 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)

In FY19 AGM, the company had appointed Ernst & Young LLP, Singapore as auditors for the branch REDINGTON Reappoint Ernst & Young LLP, Singapore as auditors for July- Sep'2020 12-Aug-2020 AGM Management For For office at Singapore for FY20. As the term of office (INDIA) LTD. the Singapore branch office for FY21 expired, the company proposes reappoint Ernst & Young LLP, Singapore as branch auditors for FY21.

In FY20, commission to non-executive directors aggregated 12. 5 mn. In the past, the company has been judicious in its payout to non-executive Approve payment of commission to non-executive REDINGTON directors. The non-executive directors were paid July- Sep'2020 12-Aug-2020 AGM Management directors up to 1% of net profits for five years from For For (INDIA) LTD. commission between 0. 2 % to 0. 4 % of net financial year ended 31 March 2020 profits in the last three years. As profits grow, we expect companies to place an absolute cap on the commission payable to non-executive directors.

BALKRISHNA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 12-Aug-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

The company paid a total interim dividend of Rs. 20. 0 per equity share in three instalments: two instalments of Rs. 2. 0 per share each and a third Confirm 1st and 2nd interim dividends of Rs 2.0 per instalment of Rs. 16 per share. The total outflow BALKRISHNA equity share each and 3rd interim dividend of Rs 16.0 on account of dividend including dividend July- Sep'2020 12-Aug-2020 AGM Management For For INDUSTRIES LTD. per equity share and consider 3rd interim dividend of distribution tax is Rs. 4. 7 bn. In view of the Rs 16.0 per equity share as final dividend for FY20 various expansion projects being undertaken by the company, no final dividend has been declared. The dividend payout ratio for FY20 was 48. 6% v/s 23. 8% in FY19.

Vipul Shah, 57, is whole-time director and company secretary of Balkrishna Industries BALKRISHNA Limited. He has over three decades of experience July- Sep'2020 12-Aug-2020 AGM Management Reappoint Vipul Shah (DIN: 05199526) as Director For For INDUSTRIES LTD. in secretarial compliances, finance and accounts. He retires by rotation and his reappointment is in line with all statutory requirements. TRANSPORT Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 12-Aug-2020 CORPORATION OF AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. INDIA LTD. TRANSPORT Reappoint Ms. Urmila Agarwal (DIN: 00818165) as Normal course of business and has no material July- Sep'2020 12-Aug-2020 CORPORATION OF AGM Management For For Director impact on minority shareholders. INDIA LTD. TRANSPORT Reappoint Chander Agarwal (DIN: 00818139) as Normal course of business and has no material July- Sep'2020 12-Aug-2020 CORPORATION OF AGM Management For For Director impact on minority shareholders. INDIA LTD. TRANSPORT Appoint Ravi Uppal (DIN: 0025970) as Independent Normal course of business and has no material July- Sep'2020 12-Aug-2020 CORPORATION OF AGM Management For For Director for five years from 28 October 2019 impact on minority shareholders. INDIA LTD. TRANSPORT Continuation of appointment of DP Agarwal (DIN- Normal course of business and has no material July- Sep'2020 12-Aug-2020 CORPORATION OF AGM Management 00084105) as Chairman & Managing Director till 31 For For impact on minority shareholders. INDIA LTD. July 2023 after he attains 70 years of age TRANSPORT Issuance of non–convertible debentures, bonds or Normal course of business and has no material July- Sep'2020 12-Aug-2020 CORPORATION OF AGM Management similar instruments up to Rs. 2.0 bn on private For For impact on minority shareholders. INDIA LTD. placement basis ULTRATECH Adoption of standalone and consolidated financial Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management For For CEMENT LTD. statements for the year ended 31 March 2020 impact on minority shareholders. ULTRATECH Declare final dividend of Rs. 13.0 per equity share (face Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management For For CEMENT LTD. value Rs. 10.0) impact on minority shareholders. ULTRATECH Reappoint Ms. Rajashree Birla (DIN: 00022995) as Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management For For CEMENT LTD. Director impact on minority shareholders. 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)

Reappoint BSR & Co LLP as joint statutory auditors for ULTRATECH Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management a period of five years and fix their remuneration at Rs. For For CEMENT LTD. impact on minority shareholders. 25.0 mn for FY21 Approve aggregate remuneration of Rs. 2.85 mn ULTRATECH Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management payable to DC Dave & Co and ND Birla & Co as cost For For CEMENT LTD. impact on minority shareholders. auditors for FY21 Appoint KC Jhanwar (DIN: 01743559) as Managing ULTRATECH Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management Director for three years with effect from 1 January For For CEMENT LTD. impact on minority shareholders. 2020 and fix his remuneration Approve continuation of Ms Rajashree Birla (DIN: ULTRATECH Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management 00022995) as Non-Independent Director on For For CEMENT LTD. impact on minority shareholders. attainment of 75 years of age Approve revision in remuneration of Atul Daga (DIN: ULTRATECH Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management 06416619) as Whole-Time Director and CFO from 1 For For CEMENT LTD. impact on minority shareholders. July 2020 Reppoint Ms. Alka Bharucha (DIN: 00114067) as ULTRATECH Normal course of business and no material July- Sep'2020 12-Aug-2020 AGM Management Independent Director for a period of five years with For For CEMENT LTD. impact on minority shareholders. effect from 9 June 2021 Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

The company has proposed a final dividend of Rs. 6. 0 per equity share of face value Rs. 2. 0 for the Declare dividend of Rs. 6.0 per equity share of Rs. 2.0 July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For year ended 31 March 2020. The total dividend each outflow including dividend tax for FY20 is Rs. 3. 3 bn. The dividend payout ratio is 45. 0%.

Nilesh Deshbandhu Gupta, 46, is part of the promoter family and Managing Director. He Reappoint Nilesh Deshbandhu Gupta (DIN: 01734642) July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For attended 100% of board meetings in FY20. His as Director liable to retire by rotation reappointment as director, liable to retire by rotation, is in line with all statutory requirements.

Ms. Vinita Gupta was paid a remuneration of Rs. 128. 3 mn in 2019, which was 280x the median employee remuneration. Her remuneration has been aligned to company performance over the past five years. The estimated FY21 remuneration of 141. 1 mn (assuming a 10% increase) is commensurate with the size of the company and Reappoint Ms. Vinita Gupta (DIN: 00058631) as CEO July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For in line with that of remuneration paid to peers. for a period of five years w.e.f. 28 March 2020 We observe that though her remuneration will not be paid be paid by Lupin India, it will however, be reflected on a consolidated basis. Therefore, the company should have made adequate disclosures regarding the terms of remuneration while seeking shareholders’ approval.

Ramesh Swaminathan’s estimated remuneration for FY21 of Rs. 79. 4 mn (excluding sign up bonus) is commensurate with the size and scale of Appoint Ramesh Swaminathan (DIN 01833346) as operations of the company. This is also in line Executive Director, Global CFO & Head Corporate with the remuneration paid to industry peers. As July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For Affairs for a period of five years w.e.f. 26 March 2020 a good governance practice, we expect and fix his remuneration companies to disclose the likely quantum of stock options which will be issued. Notwithstanding, he is professional whose skills and experience carry a market value. 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)

Jean-Luc Belingard, 72, is the former Chairperson of bioMerieux S. A. He was appointed as Reappoint Jean-Luc Belingard (DIN: 07325356) as an Independent Director in July 2015. He attended July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management Independent Director from 12 August 2020 till 11 For For 88% of board meetings in FY20. His August 2025 reappointment is in line with all statutory requirements.

Lupin proposes to continue the payment of commission for further five years beginning 1 April 2020. Historically, Lupin’s commission to non-executive directors has been judicious, Approve remuneration payable to Non-Executive averaging at about 0. 16% of profits. We expect July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management Directors not exceeding 0.5% of net profits for a period For For commission payouts to non-executive directors to of five years from 1 April 2020 remain in the same range. As a measure of transparency and good governance practice, we expect companies to fix the absolute amount of commission payable to non-executive directors.

The proposed remuneration to be paid to the cost Approve remuneration of Rs. 700,000 payable to S. D. July- Sep'2020 12-Aug-2020 LUPIN LTD. AGM Management For For auditor in FY21 is reasonable compared to the Shenoy, cost auditors for FY21 size and scale of operations.

Adoption of standalone and consolidated financial Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. Confirm interim dividend of Rs. 7.0 per share (face Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management value of Rs. 2.0 per equity share) as final dividend for For For impact on minority shareholders. FY20 Reappoint Pheroz Pudumjee (DIN 00019602) as Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management For For Director liable to retire by rotation impact on minority shareholders. Reappoint SRBC & Co LLP as statutory auditors for five Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management years and authorize the board to fix their For For impact on minority shareholders. remuneration Ratify remuneration of Rs. 575,000 payable to Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management Dhananjay V. Joshi & Associates., as cost auditors for For For impact on minority shareholders. FY21 Extend the term for M.S. Unnikrishnan (DIN: 01460245) as MD & CEO for two months from 1 July Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management For For 2020 to 31 August 2020 under existing remuneration impact on minority shareholders. terms Appoint Ashish Bhandari (DIN: 05291138) as a Director Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management For For from 18 June 2020 impact on minority shareholders. Appoint Ashish Bhandari (DIN: 05291138) as MD & Normal course of business and no material July- Sep'2020 12-Aug-2020 THERMAX LTD. AGM Management For For CEO for a period of five years w.e.f. 1 September 2020 impact on minority shareholders.

HERO MOTOCORP Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 12-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

The total dividend for FY20 is Rs. 90. 0 per share, Ratify interim dividend of Rs. 65.0 and declare final HERO MOTOCORP while it was Rs. 87. 0 in FY19. The total dividend July- Sep'2020 12-Aug-2020 AGM Management dividend of Rs. 25.0 per equity share (face value Rs. For For LTD. outflow for FY20 is Rs. 20. 6 bn, while the 2.0) for FY20 dividend payout ratio is 56. 8%.

Suman Kant Munjal, a part of the promoter family, has been on the board of Hero since July HERO MOTOCORP Reappoint Suman Kant Munjal (DIN: 00002803) as July- Sep'2020 12-Aug-2020 AGM Management For For 2010. He is the Managing Director of Rockman LTD. Director Industries Limited. His reappointment is in line with statutory requirements.

The total remuneration proposed to be paid to HERO MOTOCORP Approve remuneration of Rs. 825,000 for Ramanath July- Sep'2020 12-Aug-2020 AGM Management For For the cost auditor in FY21 is reasonable compared LTD. Iyer & Co. as cost auditors for FY21 to the size and scale of operations. 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)

Ms Tina Trikha has two decades of experience working in a variety of roles with companies in the United States, India, and South-East Asia. Appoint Ms Tina Trikha (DIN: 02778940) as HERO MOTOCORP Currently she serves as the head of July- Sep'2020 12-Aug-2020 AGM Management Independent Director for a period of five years w.e.f. For For LTD. communications and talent development at 23 October 2019 SeaLink Capital Partners – a private equity firm. Her appointment is in line with statutory requirements. PAGE INDUSTRIES Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For LTD. March 2020 material impact for minority share holders.

PAGE INDUSTRIES Reappoint Ramesh Genomal (DIN: 00931277) as This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For LTD. Director liable to retire by rotation material impact for minority share holders.

He retires by rotation and his reappointment is in PAGE INDUSTRIES Reappoint VS Ganesh (DIN: 07822261) as Director line with statutory requirements. This is normal July- Sep'2020 13-Aug-2020 AGM Management For For LTD. liable to retire by rotation course of business and has no material impact for minority share holders.

PAGE INDUSTRIES Approve payment of remuneration of up to Rs. 9.0 mn This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For LTD. to non-executive directors for FY21 material impact for minority share holders. ICICI LOMBARD GENERAL Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INSURANCE March 2020 material impact for minority share holders. COMPANY LTD. ICICI LOMBARD GENERAL Confirm interim dividend of Rs. 3.5 per equity share of This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INSURANCE face value of Rs. 10.0 each material impact for minority share holders. COMPANY LTD. ICICI LOMBARD GENERAL Reappoint Alok K. Agarwal (DIN: 03434304) as Director This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INSURANCE liable to retire by rotation material impact for minority share holders. COMPANY LTD. ICICI LOMBARD Appoint Murali Sivaraman (DIN: 01461231) as GENERAL This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management Independent Director for five years from 16 January For For INSURANCE material impact for minority share holders. 2020 COMPANY LTD. ICICI LOMBARD GENERAL Approve remuneration of Bhargav Dasgupta, This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INSURANCE Managing Director and CEO for FY21 material impact for minority share holders. COMPANY LTD. ICICI LOMBARD GENERAL Approve remuneration of Alok K. Agarwal, Executive This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INSURANCE Director-Wholesale for FY21 material impact for minority share holders. COMPANY LTD. ICICI LOMBARD GENERAL Approve remuneration of Sanjeev Mantri, Executive This is normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INSURANCE Director-Retail for FY21 material impact for minority share holders. COMPANY LTD. GODREJ Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

GODREJ Reappoint Adi Godrej (DIN 00065964) as Non- This is a normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INDUSTRIES LTD. Executive Non-Independent Chairperson material impact on minority shareholders.

GODREJ Reappoint Vijay Crishna (DIN 00066267) as Non- This is a normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INDUSTRIES LTD. Executive Non-Independent Director material impact on minority shareholders. Appoint Ms. Monaz Noble (DIN: 03086192) as GODREJ This is a normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management Independent Director for a term of five years w.e.f. 1 For For INDUSTRIES LTD. material impact on minority shareholders. May 2020 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)

GODREJ Approve remuneration of Rs. 350,000 for R Nanabhoy This is a normal course of business and has no July- Sep'2020 13-Aug-2020 AGM Management For For INDUSTRIES LTD. & Co. as cost auditors for FY21 material impact on minority shareholders.

Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. Declare final dividend of Rs. 1.0 per equity share (face Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For value Re.1 each) impact on minority shareholders. Reappoint Jyoti Kumar Agarwal (DIN: 01911652) as Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For Director impact on minority shareholders. Approve remuneration of Rs. 150,000 for SR Bhargave Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For & Co. as cost auditors for FY21 impact on minority shareholders. Approve related party transactions aggregating to Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management Rs.90 bn (over 36 months) with JSW International For For impact on minority shareholders. Tradecorp Pte. Limited, Singapore Approve related party transactions aggregating to Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For Rs.100 bn (over 36 months) with JSW Steel Limited impact on minority shareholders. Approve issuance of non-convertible aggregating up to Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For USD 750.0 mn (Rs. 56.0 bn) impact on minority shareholders. Approve issuance of securities aggregating up to Rs. Normal course of business and has no material July- Sep'2020 13-Aug-2020 J S W ENERGY LTD. AGM Management For For 50.0 bn impact on minority shareholders. LARSEN & TOUBRO Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 impact on minority shareholders. LARSEN & TOUBRO Declare final dividend of Rs. 18.0 per equity share (FV Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. Rs.2.0) for FY20 impact on minority shareholders. LARSEN & TOUBRO Reappoint Subramanian Sarma (DIN: 00554221) as Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. Director impact on minority shareholders. LARSEN & TOUBRO Reappoint Ms. Sunita Sharma (DIN: 02949529) as Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. Director impact on minority shareholders. LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management Reappoint A.M. Naik (DIN: 00001514) as Director For For LTD. impact on minority shareholders. Reappoint and approve continuation of A.M Naik (DIN: LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management 00001514) as Director who has attained the age of For For LTD. impact on minority shareholders. seventy-five years LARSEN & TOUBRO Appoint Sudhindra Vasantrao Desai (DIN: 07648203) Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. as Director impact on minority shareholders. LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management Appoint T. Madhava Das (DIN: 08586766) as Director For For LTD. impact on minority shareholders. Reappoint D.K. Sen (DIN: 03554707) as as Executive LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management Director and Sr. Executive VP (Development Projects) For For LTD. impact on minority shareholders. from 1 October 2020 till 7 April 2023 Reappoint Subramanian Sarma (DIN: 00554221) as LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management Executive Director for a term of five years, w.e.f. 19 For For LTD. impact on minority shareholders. August 2020 Appoint Sudhindra Vasantrao Desai (DIN: 07648203) LARSEN & TOUBRO as Executive Director and Sr. Executive VP (Civil Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. Infrastructure) for a term of five years, w.e.f. 11 July impact on minority shareholders. 2020 Appoint T. Madhava Das (DIN: 08586766) as Executive LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management Director and Sr. Executive VP (Utilities) for a term of For For LTD. impact on minority shareholders. five years, w.e.f. 11 July 2020 Issue securities of upto Rs. 45.0 bn or US$ 600 mn, LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management whichever is higher, through Qualified Institutional For For LTD. impact on minority shareholders. Placement (QIP) Reappoint Deloitte Haskins & Sells LLP as statutory LARSEN & TOUBRO Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management auditors for their second term of five years and fix For For LTD. impact on minority shareholders. their remuneration LARSEN & TOUBRO Approve remuneration of Rs. 1.3 mn for R. Nanabhoy Normal course of business and has no material July- Sep'2020 13-Aug-2020 AGM Management For For LTD. & Co. as cost auditors for FY20 impact on minority shareholders. 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)

CITY UNION BANK Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management For For LTD. March 2020 material impact for minority share holders.

CITY UNION BANK Confirm interim dividend of Rs. 0.5 per share (Face This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management For For LTD. Value: Re. 1) material impact for minority share holders.

CITY UNION BANK Reappoint Sundaram & Srinivasan as statutory auditors This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management For For LTD. for one year and fix remuneration at Rs. 3.3 mn material impact for minority share holders.

CITY UNION BANK Authorize the board to appoint branch auditors and fix This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management For For LTD. their remuneration material impact for minority share holders. Reappoint Dr. N. Kamakodi (DIN 02039618) as CITY UNION BANK This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management Managing Director & CEO from 1 May 2020 for three For For LTD. material impact for minority share holders. years and fix his remuneration Ratify variable pay of Rs 0.3 mn for FY19 and approve CITY UNION BANK This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management revision in remuneration from 1 May 2019 for Dr. N. For For LTD. material impact for minority share holders. Kamakodi (DIN 02039618), MD & CEO

CITY UNION BANK Approve issuance of securities through QIP for an This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management For For LTD. amount not exceeding Rs 6.0 bn material impact for minority share holders. Approve issue of unsecured perpetual debt CITY UNION BANK instruments (part of additional Tier I capital) Tier II This is normal course of business and has no July- Sep'2020 14-Aug-2020 AGM Management For For LTD. debt capital instruments (subordinated bonds) on a material impact for minority share holders. private placement basis upto Rs 5.0 Adoption of standalone and consolidated accounts for This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management the year ended 31 March 2020 together with the For For material impact for minority share holders. reports of the directors and the auditors

Reappoint Vishakha Mulye (DIN: 00203578), as This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management For For director liable to retire by rotation material impact for minority share holders.

Reappoint Walker Chandiok & Co LLP as statutory This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management auditors at a remuneration of Rs 42.0 mn plus out of For For material impact for minority share holders. pocket expenses of Rs 3.0 mn for FY21

Authorize the board of directors to appoint branch This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management For For auditors and fix their remuneration material impact for minority share holders. Reappoint Ms. Vishakha Mulye (DIN: 00203578) as This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management Executive Director for five years from 19 January 2021 For For material impact for minority share holders. and to fix her remuneration Reappoint Girish Chandra Chaturvedi (DIN: 00110996) This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management as Independent Director for three years from 1 July For For material impact for minority share holders. 2021 Reappoint Girish Chandra Chaturvedi (DIN: 00110996) as Non-Executive (part-time) Chairperson for three This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management For For years from 1 July 2021 and fix his annual remuneration material impact for minority share holders. at Rs. 3.5 mn Approve shifting of the registered office from the State This is normal course of business and has no July- Sep'2020 14-Aug-2020 I C I C I BANK LTD. AGM Management of Gujarat to the State of Maharashtra and consequent For For material impact for minority share holders. amendment to the Memorandum of Association

Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 17-Aug-2020 S R F LTD. AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders.

Reappoint Pramod Gujarathi (DIN: 00418958) as This is a normal course of business and has no July- Sep'2020 17-Aug-2020 S R F LTD. AGM Management For For Director material impact on minority shareholders. 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)

Reappoint Pramod Gujarathi (DIN: 00418958) as Whole-Time Director designated as Director (Safety & This is a normal course of business and has no July- Sep'2020 17-Aug-2020 S R F LTD. AGM Management Environment) and Occupier of Factories for three years For For material impact on minority shareholders. with effect from 1 April 2020 and continuation of his directorship Reappoint Ashish Ram (DIN: 00671567) as Managing This is a normal course of business and has no July- Sep'2020 17-Aug-2020 S R F LTD. AGM Management For For Director for five years with effect from 23 May 2020 material impact on minority shareholders. Ratify aggregate remuneration of Rs. 0.8 mn to cost This is a normal course of business and has no July- Sep'2020 17-Aug-2020 S R F LTD. AGM Management auditors H Tara & Co and Sanjay Gupta & Associates For For material impact on minority shareholders. for FY21 Approve private placement of non-convertible This is a normal course of business and has no July- Sep'2020 17-Aug-2020 S R F LTD. AGM Management For For debentures of up to Rs.5.0 bn material impact on minority shareholders.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 17-Aug-2020 DELTA CORP LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

He retires by rotation and his reappointment is in line with the statutory requirements. This is July- Sep'2020 17-Aug-2020 DELTA CORP LTD. AGM Management Reappoint Ashish Kapadia (DIN: 02011632) as Director For For normal course of business and has no material impact for minority shareholders. Designate Chetan Desai (DIN: 03595319) as This is normal course of business and has no July- Sep'2020 17-Aug-2020 DELTA CORP LTD. AGM Management Independent Director for a period of five years w.e.f. For For material impact for minority shareholders. 17 August 2020 Approve related party transactions with Daman This is normal course of business and has no July- Sep'2020 17-Aug-2020 DELTA CORP LTD. AGM Management For For Hospitality Private Limited (DHPL), a 97.1 % subsidiary material impact for minority shareholders. ALKEM Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 18-Aug-2020 LABORATORIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD The total dividend for FY20 is Rs. 25. 0/- per share ALKEM Confirm interim dividend of Rs. 22.0 per equity share and the total dividend outflow (including dividend July- Sep'2020 18-Aug-2020 LABORATORIES AGM Management and declare a final dividend of Rs. 3.0 per equity share For For tax for FY20) is Rs. 3. 4 bn, while the dividend LTD of Rs. 2.0 each payout ratio is 26. 9%.

Dhananjay Kumar Singh is the Joint Managing Director. He belongs to the promoter family. He attended 71% (5 out of 7) of the board meetings in FY20 and 82% (14 out of 17) of the meetings ALKEM Reappoint Dhananjay Kumar Singh (DIN: 00739153) as held in the past three years. We expect directors July- Sep'2020 18-Aug-2020 LABORATORIES AGM Management For For Director liable to retire by rotation to take their responsibilities seriously and attend LTD all board meetings, or at the very least, 75% of the meetings held in the past three years. His reappointment is in line with all statutory requirements. ALKEM Reappoint Balmiki Prasad Singh (DIN: 00739856) as This is normal course of business and has no July- Sep'2020 18-Aug-2020 LABORATORIES AGM Management For For Director liable to retire by rotation material impact for minority shareholders. LTD ALKEM The remuneration proposed to be paid to the cost Ratify remuneration of Rs. 1.0 mn payable to Suresh D. July- Sep'2020 18-Aug-2020 LABORATORIES AGM Management For For auditor in FY20 is reasonable compared to the Shenoy, as cost auditor for FY20 LTD size and scale of operations.

KOTAK MAHINDRA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For BANK LTD. statements for the year ended 31 March 2020 material impact for minority share holders.

KOTAK MAHINDRA Reappoint Dipak Gupta (DIN: 00004771) as Director This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For BANK LTD. liable to retire by rotation material impact for minority share holders.

KOTAK MAHINDRA Confirm interim dividend of 8.1% on preference shares This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For BANK LTD. for FY20 material impact for minority share holders. 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)

Reappoint Prakash Apte (DIN: 00196106) as part-time KOTAK MAHINDRA Chairperson from 1 January 2021 till 31 December This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For BANK LTD. 2023 and to fix his remuneration not exceeding Rs 3.6 material impact for minority share holders. mn annually Reappoint Uday S. Kotak (DIN: 00007467) as Managing KOTAK MAHINDRA This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management Director & CEO from 1 January 2021 to 31 December For For BANK LTD. material impact for minority share holders. 2023 and to fix his remuneration Reappoint Dipak Gupta (DIN: 00004771) as Whole- KOTAK MAHINDRA This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management Time Director designated as Joint MD from 1 January For For BANK LTD. material impact for minority share holders. 2021 to 31 December 2023 and to fix his remuneration

KOTAK MAHINDRA To approve private placement of debentures/bonds or This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For BANK LTD. other debt securities upto Rs. 50 bn material impact for minority share holders.

BHARTI AIRTEL Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

The total dividend for FY20 is Rs. 2. 0 per equity BHARTI AIRTEL Declare final dividend of Rs. 2.0 per share (face value share, while it paid a dividend of Rs. 2. 5 in FY19. July- Sep'2020 18-Aug-2020 AGM Management For For LTD. Rs. 5.0) for FY20 The total dividend outflow (including dividend tax) for FY20 is Rs. 13. 1 bn.

Gopal Vittal, 54, has served on the board for the past seven years. He is currently designated as BHARTI AIRTEL July- Sep'2020 18-Aug-2020 AGM Management Reappoint Gopal Vittal (DIN: 02291778) as a Director For For Managing Director & CEO, India and South Asia. LTD. He retires by rotation and his reappointment is in line with the statutory requirements.

Shishir Priyadarshi, 63, is a Retired IAS with over two decades of experience in international economic policy, infrastructure development, Reappoint Shishir Priyadarshi (DIN: 03459204) as BHARTI AIRTEL international financial and trade regulations. He is July- Sep'2020 18-Aug-2020 AGM Management Independent Director for another term of five years For For LTD. currently Director, WTO in Geneva. He has served w.e.f. 14 January 2019 on the board for the past five years. His reappointment for a further term of five years is in line with statutory requirements.

The total remuneration proposed is reasonable BHARTI AIRTEL Ratify remuneration of Rs. 1.1 mn for Sanjay Gupta & July- Sep'2020 18-Aug-2020 AGM Management For For compared to the size and scale of the company’s LTD. Associates as cost auditors for FY21 operations. HONEYWELL Adoption of financial statements for the year ended 31 Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management For For March 2020 impact on minority shareholders. INDIA LTD. HONEYWELL Declare final dividend of Rs. 75.0 per share of face Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management For For value Rs.10.0 impact on minority shareholders. INDIA LTD. HONEYWELL Reappoint Ashish Gaikwad (DIN:07585079) as Director Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management For For liable to retire by rotation impact on minority shareholders. INDIA LTD. HONEYWELL Reappoint Deloitte Haskins & Sells as statutory Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management auditors for a period of five years and authorize the For For impact on minority shareholders. INDIA LTD. board to fix their remuneration at Rs. 3.6 mn for FY21 HONEYWELL Appoint Akshay Bellare (DIN: 07914236) as Non- Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management Executive Director liable to retire by rotation from 22 For For impact on minority shareholders. INDIA LTD. October 2019 HONEYWELL Appoint Ashish Modi (DIN: 07680512) as Non- Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management Executive Director liable to retire by rotation from 22 For For impact on minority shareholders. INDIA LTD. October 2019 HONEYWELL Appoint Davies Walker (DIN: 08737978) as Non- Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management Executive Director liable to retire by rotation from 13 For For impact on minority shareholders. INDIA LTD. May 2020 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)

HONEYWELL Adopt a new Articles of Association (AoA) in line with Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management For For Companies Act, 2013 impact on minority shareholders. INDIA LTD. HONEYWELL Approve remuneration of Rs. 0.65 mn payable to CS Normal course of business and has no material July- Sep'2020 18-Aug-2020 AUTOMATION AGM Management For For Adawadkar & Co. as cost auditors for FY21 impact on minority shareholders. INDIA LTD. ORACLE FINANCIAL Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 18-Aug-2020 AGM Management For For SERVICES statements for the year ended 31 March 2020 material impact for minority shareholders. SOFTWARE LTD.

Harinderjit Singh, 55, is the Senior Vice President and General Manager of Oracle Corporation’s financial services global business unit. He is responsible for a global organization focused on sales, consulting, engineering, and support of ORACLE Reappoint Harinderjit Singh (DIN: 06628566) as Non- Oracle’s product focused on banking, insurance, FINANCIAL July- Sep'2020 18-Aug-2020 AGM Management Executive Non-Independent Director liable to retire by For For and capital markets. He has been with Oracle for SERVICES rotation 28 years and represents the promoters’ interest SOFTWARE LTD. on the board. He has over 30 years of experience in managing global technology businesses. He attended 83% of the meetings held in FY20. He retires by rotation and his reappointment meets all statutory requirements.

Chaitanya Kamat, 58, is the Managing Director and CEO of Oracle Financial Services Software Ltd (OFSS) since ~10 years. He has more than 35 years of financial services, consulting, and ORACLE business transformation experience. Prior to FINANCIAL Reappoint Chaitanya Kamat (DIN: 00969094) as joining OFSS, he was Managing Director at STG, a July- Sep'2020 18-Aug-2020 AGM Management For For SERVICES Director liable to retire by rotation leading private equity firm focused on investing in SOFTWARE LTD. software and enterprise services companies. He holds 62,375 shares of the company. He attended 83% of the meetings held in FY20. He retires by rotation and his reappointment meets all statutory requirements.

OFSS paid an interim dividend of Rs. 180. 0 per equity share (face value Rs. 5. 0 per equity share) ORACLE as final dividend. Total dividend (excluding Confirm interim dividend of Rs. 180.0 per share (face FINANCIAL dividend distribution tax) aggregates to Rs. 15. 5 July- Sep'2020 18-Aug-2020 AGM Management value of Rs. 5.0 per equity share) as final dividend for For For SERVICES bn. The total dividend payout ratio is 97. 7% of FY20 SOFTWARE LTD. the standalone post-tax profits. After dividend, the company will continue to have liquid investments in excess of Rs. 30 bn.

The voting has been abstained for these proposals as the shareholding in this company is APOLLO TYRES Adoption of financial statements for the year ended 31 July- Sep'2020 20-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is APOLLO TYRES Confirm interim dividend of Rs. 3.0 per equity share of July- Sep'2020 20-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. face value Rs. 1.0 each Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these Reappoint Sunam Sarkar (DIN: 00058859) as Non- proposals as the shareholding in this company is APOLLO TYRES July- Sep'2020 20-Aug-2020 AGM Management Executive Non-Independent Director liable to retire by For Abstain through passive Schemes like Index Funds / LTD. rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is APOLLO TYRES Approve remuneration of Rs. 0.3 mn to NP July- Sep'2020 20-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Gopalakrishnan & Co. as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Bikram Singh (DIN: 07259060) as an proposals as the shareholding in this company is APOLLO TYRES July- Sep'2020 20-Aug-2020 AGM Management Independent Director for three years from 11 August For Abstain through passive Schemes like Index Funds / LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is APOLLO TYRES Appoint Francesco Crispino (DIN: 00935998) as July- Sep'2020 20-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Independent Director for five years from 3 July 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 20-Aug-2020 TATA STEEL LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders.

Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 20-Aug-2020 TATA STEEL LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders.

Declare dividend of Rs. 10 per fully paid equity share of This is a normal course of business and has no July- Sep'2020 20-Aug-2020 TATA STEEL LTD. AGM Management face value Rs. 10 each and Rs. 2.504 per partly paid For For material impact on minority shareholders. equity share of face value Rs. 10 each

Reappoint N. Chandrasekaran (DIN: 00121863) as Non- This is a normal course of business and has no July- Sep'2020 20-Aug-2020 TATA STEEL LTD. AGM Management For For executive Non-Independent Chairperson material impact on minority shareholders.

Ratify remuneration of Rs. 2.0 mn for Shome & This is a normal course of business and has no July- Sep'2020 20-Aug-2020 TATA STEEL LTD. AGM Management For For Banerjee as cost auditors for FY21 material impact on minority shareholders. Approve payment of commission to Non-Executive This is a normal course of business and has no July- Sep'2020 20-Aug-2020 TATA STEEL LTD. AGM Management Directors up to 1% of net profits commencing 1 April For For material impact on minority shareholders. 2021 This is in normal course of business and does not Adoption of financial statements for the year ended 31 July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management For For have any material impact on minority March 2020 shareholders.

The company has proposed a final dividend of Rs. 50. 0 per equity share of face value Rs. 10. 0 each for the year ended 31 March 2020. The company paid a dividend of Rs. 1. 0 per equity share in FY19. While the quantum of dividend paid has Declare final dividend of Rs. 50.0 per equity share of increased substantially in FY20, we derive July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management For For face value Rs. 10.0 each comfort from the profitability and leverage metrics of the company as it holds cash and cash equivalents of Rs. 4. 2 bn and does not have any debt on its books as of 31 March 2020. The total dividend outflow for FY20 is Rs. 3. 8 bn. The dividend payout ratio is 152. 8%. 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)

Avishrant Keshava, 52, is the whole-time director and CFO of the company. He has been on the board since 30 September 2015. He has 27 years Reappoint Avishrant Keshava (DIN: 07292484) as July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management For For of experience out of which 20 years are with Director liable to retire by rotation Timken India. He has attended all board meetings in FY20. His reappointment is in line with statutory requirements.

Ms. N S Rama, 71, is the CEO of Electronics City Industries Township Authority (ELCITA). She also serves on the academic advisory board of Appoint Ms. N S Rama (DIN: 06720033) as an Management Institutes. In the past, she has July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management Independent Director for two years from 25 October For For worked as Delivery Head for a Product 2019 engineering team and Location head for Infosys Development Center. She has a bachelor’s degree in Engineering. Her appointment is in line with statutory requirements.

Douglas Smith, 49, presently serves as Vice President, Technology at the Timken Company. He is responsible for leading Timken’s technology strategy, including product and digital technologies. This includes oversight of Timken Appoint Douglas Smith (DIN: 02454618) as a Non- bearing research and development as well as July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management Executive Non-Independent Director liable to retire by For For information technology and digital rotation transformation initiatives. He has been at Timken for the past 29 years. He holds eleven patents from the U. S Patent and Trademark Office. He has a bachelor’s and master’s degree in Mechanical Engineering. His appointment is in line with statutory requirements.

Avishrant Keshava will be designated Business Controller – India, CFO and Whole-time Director. He received a remuneration of Rs. 8. 3 mn in FY20. We estimate his remuneration at Rs. 13. 2 mn in FY21. His remuneration is comparable to Reappoint Avishrant Keshava (DIN: 07292484) as peers and commensurate with the size and July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management Whole-time Director for five years from 30 September For For complexity of the business. The company has not 2020 and fix his remuneration provided an absolute on the performance incentive payable to him. We expect companies to provide granular details on variable remuneration and performance metrics to be achieved for executive directors.

The board has approved the appointment of Shome & Banerjee as cost auditors for the year ended 31 March 2021 on a total remuneration of Approve remuneration of Rs. 0.4 mn to Shome & Rs. 0. 4 mn, plus applicable taxes and out-of- July- Sep'2020 20-Aug-2020 TIMKEN INDIA LTD. AGM Management For For Banerjee as cost auditors for FY21 pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY21 is reasonable compared to the size and scale of operations.

ASTRAL POLY Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For TECHNIK LTD. March 2020 material impact for minority shareholders.

ASTRAL POLY Confirm interim dividend of Re. 1.0 per equity share This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For TECHNIK LTD. (FV of Re.1.0) for FY20 material impact for minority shareholders. 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)

He is liable to retire by rotation and his reappointment is line with statutory ASTRAL POLY Reappoint Anil Kumar Jani (DIN: 07078868) as Director July- Sep'2020 21-Aug-2020 AGM Management For For requirements. This is normal course of business TECHNIK LTD. liable to retire by rotation and has no material impact for minority shareholders. Reappoint Jagruti S. Engineer (DIN: 00067276) as ASTRAL POLY Whole-time Director liable to retire by rotation for a This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For TECHNIK LTD. period of 4 years and 11 months w.e.f. 1 May 2020 to material impact for minority shareholders. 31 March 2025 and fix her remuneration His appointment is in line with the statutory Appoint Viral Jhaveri (DIN: 08277568) as an ASTRAL POLY requirements. This is normal course of business July- Sep'2020 21-Aug-2020 AGM Management Independent Director for a period of five years from 24 For For TECHNIK LTD. and has no material impact for minority October 2019 shareholders. His appointment is in line with the statutory Appoint CK Gopal (DIN: 08434324) as an Independent ASTRAL POLY requirements. This is normal course of business July- Sep'2020 21-Aug-2020 AGM Management Director for a period of five years from 11 February For For TECHNIK LTD. and has no material impact for minority 2020 shareholders. Extend the availability of the Astral Employee Stock ASTRAL POLY This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management Option Scheme 2015 by removing the scheme limit of For For TECHNIK LTD. material impact for minority shareholders. five years ASTRAL POLY Ratify remuneration of Rs.125,000 for V. H. Savaliya & This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For TECHNIK LTD. Associates, as cost auditors for FY21 material impact for minority shareholders.

The voting has been abstained for these proposals as the shareholding in this company is BANDHAN BANK Adoption of financial statements for the year ended 31 July- Sep'2020 21-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BANDHAN BANK Reappoint Ranodeb Roy (DIN: 00328764) as Non- July- Sep'2020 21-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Narayan Vasudeo Prabhutendulkar (DIN: proposals as the shareholding in this company is BANDHAN BANK July- Sep'2020 21-Aug-2020 AGM Management 00869913) as Independent Director for three years For Abstain through passive Schemes like Index Funds / LTD. w.e.f. 8 May 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Vijay Nautamlal Bhatt (DIN: 00751001) as proposals as the shareholding in this company is BANDHAN BANK July- Sep'2020 21-Aug-2020 AGM Management Independent Director for three years w.e.f. 8 May For Abstain through passive Schemes like Index Funds / LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BANDHAN BANK July- Sep'2020 21-Aug-2020 AGM Management Approve alteration to Articles of Association (AoA) For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BANDHAN BANK July- Sep'2020 21-Aug-2020 AGM Management Approve increase in borrowing limits to Rs. 500.0 bn For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

WHIRLPOOL OF Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For INDIA LTD. statements for the year ended 31 March 2020 material impact for minority shareholders. 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)

WHIRLPOOL OF Declare final dividend of Rs.5.0 per share of face value This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For INDIA LTD. Rs.10.0 material impact for minority shareholders. His appointment is in line with statutory WHIRLPOOL OF Reappoint Anil Berera (DIN: 00306485) as Non- requirements. This is normal course of business July- Sep'2020 21-Aug-2020 AGM Management For For INDIA LTD. Executive Non-Independent Director and has no material impact for minority shareholders. WHIRLPOOL OF Ratify remuneration of Rs.0.4 mn for RJ Goel & Co as This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For INDIA LTD. cost auditors for FY21 material impact for minority shareholders.

WHIRLPOOL OF This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management Appoint Vishal Bhola (DIN: 08668079) as Director For For INDIA LTD. material impact for minority shareholders. Appoint Vishal Bhola (DIN: 08668079) as Managing WHIRLPOOL OF This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management Director for a period of five years from 4 April 2020 For For INDIA LTD. material impact for minority shareholders. and fix his remuneration Reappoint Anil Berera (DIN: 00306485) as Executive WHIRLPOOL OF This is normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management Director for the period 3 November 2019 to 31 For For INDIA LTD. material impact for minority shareholders. December 2019 and fix his remuneration

NAVIN FLUORINE Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For INTL. LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

Confirm interim dividend aggregating to Rs. 8.0 per NAVIN FLUORINE This is a normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management equity share and declare final dividend of Rs. 3.0 per For For INTL. LTD. material impact on minority shareholders. equity share of face value of Rs. 2 each Reappoint T. M. M. Nambiar (DIN 00046857) as Non- NAVIN FLUORINE Executive Non-Independent Director and approve his This is a normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For INTL. LTD. continuation on the board post attaining 75 years of material impact on minority shareholders. age NAVIN FLUORINE Approve remuneration of Rs. 500,000 to be paid to BC This is a normal course of business and has no July- Sep'2020 21-Aug-2020 AGM Management For For INTL. LTD. Desai, cost auditor for FY21 material impact on minority shareholders. Adoption of standalone financial statements for the Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For year ended 31 March 2020 impact on minority shareholders. Adoption of consolidated financial statements for the Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For year ended 31 March 2020 impact on minority shareholders. To declare a final dividend of Rs. 4.0 per share on face Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For value Re. 1.0 impact on minority shareholders. Reappoint Pradeep Kumar Bakshi (DIN: 02940277) as Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For Director liable to retire by rotation impact on minority shareholders. Reappoint Vinayak Deshpande (DIN: 00036827) as Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For Director liable to retire by rotation impact on minority shareholders. Reappoint Pradeep Kumar Bakshi (DIN: 02940277) as Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management Managing Director and CEO for five years from 1 For For impact on minority shareholders. September 2020 and fix his remuneration

Approve continuation of payment of commission to Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For non-executive directors from 1 April 2020 impact on minority shareholders. Ratify remuneration of Rs. 0.4 mn to Sagar & Normal course of business and has no material July- Sep'2020 21-Aug-2020 VOLTAS LTD. AGM Management For For Associates as cost auditors for FY21 impact on minority shareholders. This is in normal course of business and does not Adoption of financial statements for the year ended 31 July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management For For have any material impact on minority March 2020 shareholders. The total dividend for FY20 is Rs. 2. 5 per equity Declare final dividend of Rs. 2.5 (face value Rs. 10.0) share, which is same as paid in FY19. The total July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management For For for FY20 dividend outflow is Rs. 0. 4 bn and the dividend payout ratio is 7. 6%. 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)

Hardeep Singh, 66, is Former Executive Chairperson, Cargill South Asia. He has served on Reappoint Hardeep Singh (DIN: 00088096) as Non- July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management For For the board for the past nine years. He retires by executive Non-Independent Director rotation: his reappointment is in line with the statutory requirements. The total remuneration proposed is reasonable Approve remuneration of Rs. 0.85 mn for Ramanath July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management For For compared to the size and scale of the company’s Iyer & Co. as cost auditors for FY21 operations. Ms. Tanya Dubash, 52, is ED & Chief Brand Officer Appoint Ms. Tanya Dubash (DIN: 00026028) as of Godrej Industries Ltd. She is responsible for the July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management Independent Director for a term of five years w.e.f. 29 For For Godrej Group’s brand and communications January 2020 function. Her appointment meets all statutory requirements.

Harish N. Salve, 64, is a senior counsel as well as an arbitrator in India and Barrister (UK) Appoint Harish N. Salve (DIN: 01399172) as specializing in constitutional, commercial and July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management Independent Director for a term of five years w.e.f. 16 For For taxation law. He served as the Solicitor General of July 2020 India from 1999 to 2002. His appointment meets all statutory requirements.

Dai Watanabe, 63, is the Director and Senior Managing Executive Officer, General Manager of Appoint Dai Watanabe (DIN: 08736520) as Non- Farm and Industrial Machinery Consolidated July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management Executive Non-Independent Director w.e.f. 16 July For For Division of Kubota Corporation. He has been 2020 associated with Kubota Corporation since 1984. His appointment meets all statutory requirements.

Yuji Tomiyama, 63, is the Senior Managing Appoint Yuji Tomiyama (DIN: 08779472) as Non- Executive Officer of Kubota Corporation. He has July- Sep'2020 24-Aug-2020 ESCORTS LTD. AGM Management Executive Non-Independent Director w.e.f. 16 July For For been associated with Kubota Corporation for over 2020 four decades. His appointment is in line with statutory requirements.

The voting has been abstained for these Approve issuance of 47.6 mn equity shares at a price proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Aug-2020 EGM Management of Rs.524 per share on preferential basis to identified For Abstain through passive Schemes like Index Funds / LTD. Qualified Institutional Buyers to raise Rs 25.0 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Issuance of 15.1 mn equity shares on preferential basis proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Aug-2020 EGM Management to promoter (IndusInd International Holdings Ltd.) and For Abstain through passive Schemes like Index Funds / LTD. non-QIBs (Hinduja Capital Limited) to raise Rs 7.9 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is TATA MOTORS Adoption of standalone financial statements for the July- Sep'2020 25-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is TATA MOTORS Adoption of consolidated financial statements for the July- Sep'2020 25-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is TATA MOTORS Reappoint Dr. Ralf Speth (DIN: 03318908) as Non- July- Sep'2020 25-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve and ratify payment of minimum proposals as the shareholding in this company is TATA MOTORS July- Sep'2020 25-Aug-2020 AGM Management remuneration to Guenter Butschek (DIN: 07427375), For Abstain through passive Schemes like Index Funds / LTD. CEO & Managing Director for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve payment of minimum remuneration to proposals as the shareholding in this company is TATA MOTORS July- Sep'2020 25-Aug-2020 AGM Management Guenter Butschek (DIN: 07427375), CEO & Managing For Abstain through passive Schemes like Index Funds / LTD. Director in case of no/inadequacy of profits for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is TATA MOTORS July- Sep'2020 25-Aug-2020 AGM Management Authorize the board to appoint branch auditors For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is TATA MOTORS Ratify remuneration of Rs. 0.5 mn for Mani & Co. as July- Sep'2020 25-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. CUMMINS INDIA Adoption of standalone financial statements for the Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 impact on minority shareholders. CUMMINS INDIA Adoption of consolidated financial statements for the Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management For For LTD. year ended 31 March 2020 impact on minority shareholders. Declare final dividend of Rs. 7.0 per equity share and CUMMINS INDIA Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management confirm interim dividend of Rs. 7.0 per equity share of For For LTD. impact on minority shareholders. Rs. 2.0 each CUMMINS INDIA Reappoint Antonio Leitao (DIN: 05336740) as Director, Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management For For LTD. liable to retire by rotation impact on minority shareholders. Appoint Ashwath Ram (DIN: 00149501) as Director and CUMMINS INDIA Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management Managing Director for three years from 17 August For For LTD. impact on minority shareholders. 2019 to 16 August 2022 and fix his remuneration

Appoint Ms. Lorraine Alyn Meyer (DIN: 08567527) as CUMMINS INDIA Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management Non-Executive Non-Independent Director from 1 For For LTD. impact on minority shareholders. October 2019, liable to retire by rotation Appoint Ms. Rama Bijapurkar (DIN: 00001835) as CUMMINS INDIA Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management Independent Director for five years from 17 June 2020 For For LTD. impact on minority shareholders. to 16 June 2025 CUMMINS INDIA Ratify remuneration of Rs. 0.95 mn to Ajay Joshi & Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management For For LTD. Associates as cost auditors for FY21 impact on minority shareholders. CUMMINS INDIA Approve related party transactions with Cummins Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management For For LTD. Limited, UK for FY21 up to a limit of Rs. 8.0 bn impact on minority shareholders.

CUMMINS INDIA Approve related party transactions with Tata Cummins Normal course of business and has no material July- Sep'2020 25-Aug-2020 AGM Management For For LTD. Private Limited for FY21 up to a limit of Rs. 10.0 bn impact on minority shareholders.

MARUTI SUZUKI Adoption of standalone and consolidated financial This is in normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For INDIA LTD. statements for the year ended 31 March 2020 material impact on minority shareholders. 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 total dividend for FY20 is Rs. 60. 0 per equity MARUTI SUZUKI Declare final dividend of Rs. 60 per share (face value share, while it paid a dividend of Rs. 80. 0 in FY19. July- Sep'2020 26-Aug-2020 AGM Management For For INDIA LTD. Rs. 5.0) for FY20 The total dividend outflow is Rs. 21. 8 bn and the dividend payout ratio is 38. 6%.

Kenichi Ayukawa, 65, is currently designated as Managing Director & CEO. He has served on the MARUTI SUZUKI Reappoint Kenichi Ayukawa (DIN: 02262755) as July- Sep'2020 26-Aug-2020 AGM Management For For board for the past 12 years. He retires by rotation INDIA LTD. Director, liable to retire by rotation and his reappointment is in line with the statutory requirements.

Takahiko Hashimoto, 54, is currently designated MARUTI SUZUKI Reappoint Takahiko Hashimoto (DIN: 08506746) as as Director- Sales & Marketing of Maruti Suzuki. July- Sep'2020 26-Aug-2020 AGM Management For For INDIA LTD. Director, liable to retire by rotation He retires by rotation and his reappointment is in line with the statutory requirements.

Kenichiro Toyofuku, 50, holds a bachelors’ degree in Economics from Keio University Japan. He holds about 25 years of professional experience in government bodies. Kenichiro Toyofuku was Appoint Kenichiro Toyofuku (DIN: 08619076) as paid a remuneration of Rs. 10. 7 mn for his MARUTI SUZUKI Director (Corporate Planning) for another term of July- Sep'2020 26-Aug-2020 AGM Management For For services between 5 December 2019 and 31 INDIA LTD. three years w.e.f. 5 December 2019 and fix his March 2020. We estimate his FY21 remuneration remuneration at Rs. 29. 7 mn, which is comparable to peers, and commensurate with the overall performance of the company. Further, Kenichiro Toyofuku is a professional whose skill carry a market value.

Maheswar Sahu, 66, is a retired IAS. He holds more than two decades of service in industry. He Appoint Maheswar Sahu (DIN: 00034051) as has more than ten years of active involvement in MARUTI SUZUKI July- Sep'2020 26-Aug-2020 AGM Management Independent Director for a term of five years w.e.f. 14 For For PSU management and has worked for more than INDIA LTD. May 2020 three years in United Nations Industrial Development Organization. His appointment is in line with the statutory requirements. Hisashi Takeuchi, 56, is the Managing Officer, Deputy Executive General Manager, Global MARUTI SUZUKI Reappoint Hisashi Takeuchi (DIN: 07806180) as July- Sep'2020 26-Aug-2020 AGM Management For For Automobile Marketing Suzuki Motor Corp. His INDIA LTD. Director, liable to retire by rotation reappointment is in line with the statutory requirements. The total remuneration proposed is reasonable MARUTI SUZUKI Ratify remuneration of Rs. 240,000 payable to RJ Goel July- Sep'2020 26-Aug-2020 AGM Management For For compared to the size and scale of the company’s INDIA LTD. & Co. as cost auditors for FY21 operations. CAN FIN HOMES Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For LTD. March 2020 material impact for minority share holders.

CAN FIN HOMES Declare final dividend of Rs. 2.0 per equity share (face This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For LTD. value Rs. 2.0) material impact for minority share holders.

CAN FIN HOMES Reappoint Debashish Mukherjee (DIN: 08193978) as This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For LTD. Non-Executive Non-Independent Director material impact for minority share holders. Appoint Girish Kousgi (DIN: 08524205) as Managing CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management Director and CEO for five years w.e.f. 5 September For For LTD. material impact for minority share holders. 2019 and fix his remuneration Appoint Satish Kumar Kalra (DIN: 01952165) as CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management Independent Director for three years till the AGM to For For LTD. material impact for minority share holders. be held in 2023 Appoint Ms. Shubhalakshmi Panse (DIN: 02599310) as CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management Independent Director for three years till the AGM to For For LTD. material impact for minority share holders. be held in 2023 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)

Appoint Lingam Venkata Prabhakar (DIN: 08110715) as CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management Non-Executive Non-Independent Director till 31 For For LTD. material impact for minority share holders. December 2022 Accept deposits from public not exceeding three times CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management the net owned funds or other limits prescribed by NHB For For LTD. material impact for minority share holders. /RBI CAN FIN HOMES Approve increase in borrowing limit to Rs. 275.0 bn This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For LTD. from Rs. 230.0 bn material impact for minority share holders. Issuance of non-convertible debentures (NCDs)/ bonds CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management on a private placement basis, aggregating up to Rs. For For LTD. material impact for minority share holders. 40.0 bn To issue equity up to Rs. 10.0 bn through private CAN FIN HOMES This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management placement/ preferential issue/ qualified institutions For For LTD. material impact for minority share holders. placement/ rights issue UNITED Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For BREWERIES LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

UNITED To declare final dividend of Rs.2.5 per share on face This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For BREWERIES LTD. value Re.1.0 material impact for minority shareholders.

He retires by rotation and his reappointment is in Reappoint Christiaan August Josef Van Steenbergen UNITED line with statutory requirements. This is normal July- Sep'2020 26-Aug-2020 AGM Management (DIN 07972769) as Non-Executive Non-Independent For For BREWERIES LTD. course of business and has no material impact for Director minority shareholders. He is liable to retire by rotation and his Appoint Jan Cornelis van der Linden (DIN 08743047) as appointment is in line with statutory UNITED July- Sep'2020 26-Aug-2020 AGM Management Non-Executive Non-Independent Director liable to For For requirements. This is normal course of business BREWERIES LTD. retire by rotation from 1 June 2020 and has no material impact for minority shareholders. UNITED Appoint Rishi Pardal (DIN 02470061) as Director from This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For BREWERIES LTD. 1 August 2020 material impact for minority shareholders. Appoint Rishi Pardal (DIN: 02470061) as Managing UNITED This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management Director for five years from 1 August 2020 and fix his For For BREWERIES LTD. material impact for minority shareholders. remuneration Approve payment of commission to Non-Executive UNITED This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management Directors not exceeding 1% of net profits for five years For For BREWERIES LTD. material impact for minority shareholders. from FY21 The commercial paper proposed to be issued will UNITED Approve private placement of commercial paper upto be within the overall borrowing limits of Rs. 25 July- Sep'2020 26-Aug-2020 AGM Management For For BREWERIES LTD. Rs. 1.5 bn bn. This is normal course of business and has no material impact for minority shareholders.

Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Birlasoft Ltd (Birlasoft) continued dividend payments for FY20 in line with FY19: annual dividend per share is Rs. 2. 0 per share. The company declared an interim dividend on 31 Confirm interim dividend of Re. 1.0 per share (face January 2020 of Re. 1. 0 per share (face value of July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management value Rs. 2.0 per share) and declare final dividend of For For Rs. 2. 0 per share) and a final dividend of Re. 1. 0 Re.1.0 per share for FY20 per share. Total dividend (including dividend distribution tax paid on the interim dividend) aggregates to Rs. 610. 3 mn. The total dividend payout ratio is 43. 3% of the standalone PAT. 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)

Chandrakant Birla, 65, is the promoter and Chairperson of the CK Birla Group. The group operates across technology and automotive, home and building, and healthcare and Reappoint Chandrakant Birla (DIN: 00118473) as Non- education. He was first appointed to the board on July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management Executive Non-Independent Director, liable to retire by For For 15 January 2019. He attended 86% of the rotation meetings held in FY20. He retires by rotation and his reappointment as Non-Executive Non- Independent Director is in line with statutory requirements.

The outgoing promoters have stepped down from the board after the demerger and are no longer associated with the business. In aggregate, they hold 1. 10% of the total paid up equity capital. Reclassify the previous promoters to non-promoter, July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management For For They are no longer engaged in the management public category of day to day affairs of Birlasoft and are not involved in the decision-making process. They seek reclassification to public shareholders in line with regulatory compliance.

The existing Memorandum of Association (MoA) are based on the provisions of the erstwhile Companies Act, 1956. The company proposes to Adopt a new Memorandum of Association in line with adopt a new MoA in line with model articles July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management For For Companies Act 2013 contained in Table A of Companies Act, 2013. The company has uploaded the new MoA on its website – therefore, all shareholders will be able to access the document.

Anjan Lahiri is a professional with several years of IT experience. He was appointed as the CEO of Birlasoft in April 2015, nominee director on 23 May 2018 and MD & CEO on 16 January 2019. He resigned from the company on 31 May 2019. His remuneration for FY20 at Rs. 172. 7 mn is higher than peers because of the one-time stock option grant he was provided by the company. While the quantum is high, the ESOPs would have To approve waiver of recovery of the excess accumulated over years of service, the cost of July- Sep'2020 26-Aug-2020 BIRLASOFT LTD. AGM Management remuneration of Rs.172.7 mn to Anjan Lahiri, MD and For For which would have been amortized over the full CEO upto 31 May 2019 (DIN: 06407055) vesting period. Shareholders’ approval is sought as Anjan Lahiri’s FY20 remuneration may exceed 5% of profits (calculated under Section 198 of Companies Act 2013) on account of him exercising his ESOPs in FY20, the value which gets included in the perquisite value of his remuneration. Because the increased remuneration relates to the exercise of stock options already granted, we support the resolution.

Adoption of standalone financial statements for the This is in normal course of business and has no July- Sep'2020 26-Aug-2020 3M INDIA LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders.

Adoption of consolidated financial statements for the This is in normal course of business and has no July- Sep'2020 26-Aug-2020 3M INDIA LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders. 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)

Amit Laroya, 56, is the former Managing Director of 3M India. He is presently the Vice President – Reappoint Amit Laroya (DIN: 00098933) as Non- July- Sep'2020 26-Aug-2020 3M INDIA LTD. AGM Management For For Asia for Transportation and Electronics Business Executive Non-Independent Director Group of 3M Group. His reappointment is in line with all statutory requirements. The total remuneration proposed is reasonable Ratify remuneration of Rs. 475,000 for Rao, Murthy & July- Sep'2020 26-Aug-2020 3M INDIA LTD. AGM Management For For compared to the size and scale of the company’s Associates as cost auditors for FY21 operations. Approve related party transactions with 3M Company, This is in normal course of business and has no July- Sep'2020 26-Aug-2020 3M INDIA LTD. AGM Management USA and its group companies for three years from 1 For For material impact on minority shareholders. April 2020 UNITED SPIRITS Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 26-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

He retires by rotation and his reappointment is in UNITED SPIRITS Reappoint Randall Ingber (DIN: 07529943) as Director line with statutory requirements. This is normal July- Sep'2020 26-Aug-2020 AGM Management For For LTD. liable to retire by rotation course of business and has no material impact for minority shareholders. RATNAMANI Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 27-Aug-2020 METALS & TUBES AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders. LTD. RATNAMANI Confirm interim dividend of Rs. 12.0 per equity share This is a normal course of business and has no July- Sep'2020 27-Aug-2020 METALS & TUBES AGM Management For For of face value Rs. 2.0 each material impact on minority shareholders. LTD. RATNAMANI Reappoint Shanti Sanghvi (DIN: 00007955) as Director This is a normal course of business and has no July- Sep'2020 27-Aug-2020 METALS & TUBES AGM Management For For liable to retire by rotation material impact on minority shareholders. LTD. RATNAMANI Approve remuneration of Rs. 0.1 mn to N. D. Birla & This is a normal course of business and has no July- Sep'2020 27-Aug-2020 METALS & TUBES AGM Management For For Co. as cost auditors for FY21 material impact on minority shareholders. LTD. CADILA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 27-Aug-2020 AGM Management For For HEALTHCARE LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

The company proposes to confirm interim dividend of Rs. 3. 5 per equity share as final CADILA Confirm interim dividend of Rs.3.5 per share as final dividend for the year ended 31 March 2020. The July- Sep'2020 27-Aug-2020 AGM Management For For HEALTHCARE LTD. dividend for the year total dividend outflow including dividend tax for FY20 is Rs. 4. 3 bn. The dividend payout ratio is 30. 5% as compared to 26. 9% last year.

Dr. Sharvil P. Patel is the Managing Director. He CADILA Reappoint Dr. Sharvil P. Patel (DIN-00131995) as a July- Sep'2020 27-Aug-2020 AGM Management For For retires by rotation. His reappointment is in line HEALTHCARE LTD. Director liable to retire by rotation with statutory regulations.

Pankaj R. Patel is the Non-Executive Chairperson. CADILA Reappoint Pankaj R. Patel (DIN-00131852) as a July- Sep'2020 27-Aug-2020 AGM Management For For He retires by rotation. His reappointment is in line HEALTHCARE LTD. Director liable to retire by rotation with statutory regulations.

The proposed remuneration to be paid to the cost CADILA Ratify remuneration of Rs. 1.15 mn payable to Dalwadi July- Sep'2020 27-Aug-2020 AGM Management For For auditor in FY21 is reasonable compared to the HEALTHCARE LTD. & Associates, cost auditors for FY21 size and scale of operations. Reappoint Ganesh N. Nayak (DIN–00017481) as a CADILA Whole Time Director, designated as Chief Operating This is normal course of business and has no July- Sep'2020 27-Aug-2020 AGM Management For For HEALTHCARE LTD. Officer, for a period of one year from 12 July 2020 and material impact for minority shareholders. fix his remuneration This is in normal course of business and does not MAYUR Adoption of standalone and consolidated financial July- Sep'2020 27-Aug-2020 AGM Management For For have any material impact on minority UNIQUOTERS LTD. statements for the year ended 31 March 2020 shareholders. 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)

Mayur Uniquoters has paid three interim dividends aggregating to Rs. 3. 0 per equity share Confirm three interim dividends aggregating to Rs. 3.0 MAYUR and proposes to declare a final dividend of Re. 1. July- Sep'2020 27-Aug-2020 AGM Management per equity share and declare a final dividend of Re. 1.0 For For UNIQUOTERS LTD. 0 per share. In FY20, the total dividend including per equity share of face value Rs.5.0 each dividend distribution tax amounts to Rs. 0. 2 bn. The dividend payout ratio is 25. 9%.

Arun Kumar Bagaria is a promoter director. He was appointed to the board of the company in 2007. He attended 75% (3 out of 4) of the board MAYUR Reappoint Arun Kumar Bagaria (DIN: 00373862) as meetings in FY20 and 79% (11 out of 14) board July- Sep'2020 27-Aug-2020 AGM Management For For UNIQUOTERS LTD. Director liable to retire by rotation meetings in the previous three years. We expect directors to attend all board meetings. He retires by rotation and his reappointment is in line with statutory requirements.

The total remuneration proposed to be paid to MAYUR Ratify remuneration of Rs.200,000 for M/s. Pavan July- Sep'2020 27-Aug-2020 AGM Management For For the cost auditors in FY21 is reasonable compared UNIQUOTERS LTD. Gupta & Associates as cost auditors for FY21 to the size and scale of the company’s operations.

Suresh Kumar Poddar, 73, is a promoter of the company and the Chairman and Managing Director. Suresh Poddar’s estimated remuneration at Rs. 25. 5 mn is reasonable and commensurate with the size of the company. Reappoint Suresh Kumar Poddar (DIN: 00022395) as MAYUR Although, there is a variable component in the July- Sep'2020 27-Aug-2020 AGM Management Chairman and Managing Director for a period of three For For UNIQUOTERS LTD. proposed salary, the company has not paid any years w.e.f. 1 April 2020 and fix his remuneration commission to any of its executive directors for last six years. As a good practice, companies must cap the absolute remuneration payable to directors and disclose the performance metrics that determine variable pay.

Adoption of consolidated financial statements for the This is in normal course of business and has no July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders.

Adoption of standalone financial statements for the This is in normal course of business and has no July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders. The total dividend outflow including dividend tax Declare final dividend of Rs. 105.0 per equity share of July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For for FY20 is Rs. 3. 1 bn. The dividend payout ratio face value Rs. 10.0 each is 47. 7%.

Peter Tyroller, 63, is Director, Robert Bosch GmbH. He retires by rotation in the forthcoming AGM. He attended two board meetings out of six (33%) held in FY20. Four board meetings in FY20 were attended by alternate directors. We believe that elected directors must attend board meetings, either via teleconference or videoconferencing solutions; instead of relying on Reappoint Peter Tyroller (DIN: 06600928) as Director, July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For alternate directors. Therefore, his attendance is liable to retire by rotation low at 33% of board meetings held in FY20 and 38% (6 out of 16, excluding those attended by alternate directors) meetings held over the past three years. Notwithstanding, as head of the Asia Pacific region for Bosch and as a director on the board of Robert Bosch GmBH, we recognize his presence on Bosch’s board reflects the criticality of the Indian operations to the group. 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)

Soumitra Bhattacharya’s estimated FY21 remuneration of Rs. 79. 3 mn is in line with peers and commensurate with the size and complexity of the business. Over the past three years, Reappoint Soumitra Bhattacharya (DIN: 02783243) as between 38-45% of his remuneration has been Managing Director for two years from 1 July 2020 to July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For performance-linked bonus, establishing a link 30 June 2022 and fix his remuneration as minimum between pay and performance. He will be remuneration entitled to the above remuneration including salary, perquisite, other allowances, benefits and performance pay as minimum remuneration in case of inadequate profits.

We estimate his remuneration at Rs. 69. 3 mn for nine months in FY21, which is in line with peers and commensurate with the size and complexity of the business. He will be entitled to the above Re-designate Jan-Oliver Röhrl (DIN:07706011) as Joint remuneration including salary, perquisite, other Managing Director from 1 January 2020 to 31 July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For allowances, benefits and performance pay as December 2020 and fix his remuneration as minimum minimum remuneration in case of inadequate remuneration profits. Over the past three years, about 40% of his remuneration has been performance-linked bonus, establishing a link between pay and performance.

SC Srinivasan was appointed as the Chief Financial Officer on 1 July 2018. He ceased to be an alternate director to Peter Tyroller on 31 December 2019. Thereafter, the board appointed Appoint S.C. Srinivasan (DIN: 02327433) as Whole-time him as Additional Director and Whole-time Director designated as Executive Director and Chief July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For Director from 1 January 2020. We estimate his Financial Officer from 1 January 2020 to 30 June 2021 remuneration at Rs. 52. 0 mn for FY21, which is in and fix his remuneration as minimum remuneration line with peers and commensurate with the size and complexity of the business. A large portion of his remuneration is performance-linked bonus, establishing a link between pay and performance.

Sandeep Nelamangala has been the Executive Vice President – Mobility Solutions (OE Sales) since July 2018. He was appointed as an alternate director to Peter Tyroller with effect from 1 January 2020. Consequent to his appointment as alternate director, he is also being appointed as whole-time director from 1 January 2020 to 31 Appoint Sandeep Nelamangala (DIN: 08264554) as December 2022. As he is employed full time in Alternate Director and Whole-time Director for three July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For the company, shareholders’ approval is required years from 1 January 2020 to 31 December 2022 and for his appointment and remuneration. His fix his remuneration as minimum remuneration estimated remuneration of Rs. 31. 0 mn for FY21 is in line with peers and commensurate with the size and complexity of the business. Although we do not support the appointment of alternate directors, the proposed resolution relates to Sandeep Nelamangala’s continuation as an employee and approval of his remuneration. 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)

Bernhard Straub is currently President of Electrical Drives (ED), Stuttgart, Germany and has worked with Bosch for over 30 years. He was the commercial plant manager at Naganathapura plant for four years from 1996 to 1999. He is qualified in Industrial Engineering from the Appoint Bernhard Straub (DIN: 06654241) as Director, University of Karlsruhe (Germany), Informatics July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For liable to retire by rotation from 24 August 2019 from the University of London, and Sociology from the University of London, with Diploma Doctor of Philosophy. He was appointed as additional director w. E. F. 24 August 2019 and designated as Chairperson of the board. His appointment is in line with statutory requirements.

The total remuneration proposed to be paid to Approve remuneration of Rs. 600,000 payable to Rao, July- Sep'2020 27-Aug-2020 BOSCH LTD. AGM Management For For the cost auditors in FY21 is reasonable compared Murthy & Associates as cost auditors for FY21 to the size and scale of operations.

Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

S Radhakrishnan, 63, retired as whole-time director of the company in November 2017 and subsequently was appointed as a non-executive Reappoint S Radhakrishnan (DIN: 02313000) as July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management For For non-independent director. He attended 100% of Director, liable to retire by rotation the board meetings held in FY20. His reappointment as director, liable to retire by rotation meets all statutory requirements. Confirm interim dividend and special dividend The total dividend outflow including dividend tax July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management aggregating Rs. 4.0 per equity share of face value Rs. For For for FY20 is Rs. 3. 9 bn. The dividend payout ratio 2.0 each is 16. 8%. Ms. Naina Kidwai, 63, is former Country Head and Reappoint Ms Naina Kidwai (DIN 00017806) as Chirperson, HSBC India and has vast experience in July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management Independent Director for second term of five years For For the banking and finance sector. She attended from 6 November 2020 to 5 November 2025 100% of the board meetings held in FY20. Her reappointment meets all statutory requirements.

Ms. Samina Hamied Vazirelli is part of the promoter group and is the company’s Vice- Chairperson. In FY20, her remuneration aggregated Rs. 67. 4 mn, which was 188x the median employee remuneration. We estimate her FY21 remuneration at Rs. 76. 9 mn. Her FY20 Reappoint Ms Samina Hamied (DIN: 00027923) as remuneration was 188x the median Whole-time Director designated as Executive Vice- July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management For For remuneration, which is commensurate with the Chairperson for five years from 10 July 2020 to 9 July size and complexity of her responsibilities and is 2025 and fix her remuneration comparable to peers. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable and provide clarity on the metrics of measurement for determining performance-incentive pay. 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)

If we assume entire amount is raised, it will result in equity dilution of ~4. 9% for existing shareholders. The funds raised through the issue Approve issuance of equity linked securities up to will help the company expand its existing July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management For For Rs.30 bn business, enter new lines of business, conduct clinical trials for respiratory products, enhance research and development, while maintaining an adequate capital structure.

The total remuneration proposed to be paid to Ratify remuneration of Rs.1.1 mn payable to D. H. July- Sep'2020 27-Aug-2020 CIPLA LTD. AGM Management For For the cost auditors in FY21 is reasonable compared Zaveri., as cost auditors for FY21 to the size and scale of operations.

AUROBINDO Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 27-Aug-2020 AGM Management For For PHARMA LTD. year ended 31 March 2020 material impact for minority shareholders.

AUROBINDO Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 27-Aug-2020 AGM Management For For PHARMA LTD. year ended 31 March 2020 material impact for minority shareholders.

The total dividend outflow including dividend tax Confirm interim dividends of Rs. 1.25 per share and Rs. AUROBINDO on account of interim dividend paid during FY20 is July- Sep'2020 27-Aug-2020 AGM Management 1.75 per share (face value of Rs. 2.0 per equity share) For For PHARMA LTD. Rs. 2. 1 bn. The dividend payout ratio continues for FY20 to remain low at 11. 3% (FY19: 11. 5%). K. Nithyananda Reddy is the Vice Chairperson of the company. He attended 75% of the board AUROBINDO Reappoint K. Nithyananda Reddy (DIN 01284195) as a July- Sep'2020 27-Aug-2020 AGM Management For For meetings in FY20. He retires by rotation and his PHARMA LTD. Director reappointment is in line with all statutory requirements. M. Madan Mohan Reddy is a Whole time Director of the company. He attended 75% of the board AUROBINDO Reappoint M. Madan Mohan Reddy (DIN 01284266) as July- Sep'2020 27-Aug-2020 AGM Management For For meetings in FY20. He retires by rotation and his PHARMA LTD. a Director reappointment is in line with all statutory requirements.

K. Nithyananda Reddy is the co-founder and Vice Chairperson of APL. He has been on the board for Revise remuneration terms of K. Nithyananda Reddy 33 years. For FY20, he was paid a remuneration AUROBINDO (DIN 01284195), Whole-time Director and Vice was Rs. 15. 2 mn, which was 31x the median July- Sep'2020 27-Aug-2020 AGM Management For For PHARMA LTD. Chairperson for the remainder of his tenure i.e. upto employee remuneration. His estimated FY21 31 May 2021 remuneration of Rs. 21. 2 mn is commensurate with the size and complexity of the business and is in line with peers.

N. Govindarajan’s FY20 remuneration at Rs. 168. 9 mn was 341x the median employee remuneration and 4x the remuneration paid to M. Madan Mohan Reddy, the next highest paid executive director. His estimated FY21 Revise remuneration terms of N. Govindarajan (DIN remuneration at Rs. 190. 5 mn is higher than the AUROBINDO July- Sep'2020 27-Aug-2020 AGM Management 00050482), Managing Director for the remainder of his For For remuneration paid to peers. It has however been PHARMA LTD. tenure i.e. upto 31 May 2021 aligned to company performance over the past five years. The company continues to provide a cap on the fixed and the variable components to be paid to N. Govindarajan. Notwithstanding, we expect the board to disclose the performance metrics that will determine his variable pay. 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)

M. Sivakumaran’s FY20 pay at Rs. 15. 2 mn was 31x the median employee remuneration. His estimated FY21 remuneration at Rs. 21. 2 mn is commensurate with the size and complexity of Revise remuneration terms of Dr. M. Sivakumaran (DIN the business and is in line with peers. However, AUROBINDO July- Sep'2020 27-Aug-2020 AGM Management 01284320), Whole-time Director for the remainder of For For his proposed remuneration is completely fixed in PHARMA LTD. his tenure i.e. upto 31 May 2021 nature and has no linkage to company performance. We believe the company must include a component of performance-based variable pay in his remuneration to link pay with performance.

M. Madan Mohan Reddy’s FY20 pay at Rs. 40. 7 mn was 82x the median employee remuneration. His estimated FY21 remuneration at Rs. 50. 6 mn is commensurate with the size and complexity of Revise remuneration terms of M. Madan Mohan the business and is in line with peers. However, AUROBINDO July- Sep'2020 27-Aug-2020 AGM Management Reddy (DIN 01284266), Whole-time Director for the For For his proposed remuneration is completely fixed in PHARMA LTD. remainder of his tenure i.e. upto 31 May 2021 nature and has no linkage to company performance. We believe the company must include a component of performance-based variable pay in his remuneration to link pay with performance.

P. Sarath Chandra Reddy is a promoter whole- time director and has been on the board ofAPL for the past 13 years. For FY20, he was paid a Revise remuneration terms of P. Sarath Chandra Reddy AUROBINDO remuneration was Rs. 8. 7 mn, which was 18x the July- Sep'2020 27-Aug-2020 AGM Management (DIN: 01628013), Whole-time Director for the For For PHARMA LTD. median employee remuneration. His estimated remainder of his tenure i.e. upto 31 May 2022 FY21 remuneration of Rs. 12. 3 mn is commensurate with the size and complexity of the business and is in line with peers.

SUN Adoption of Standalone and Consolidated financial This is normal course of business and has no July- Sep'2020 27-Aug-2020 PHARMACEUTICAL AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. INDS. LTD. The company has proposed to confirm interim dividend of Rs. 3. 0 per share and final dividend of SUN Confirm interim dividend of Rs. 3.0 per share and Re. 1. 0 per equity share for the year ended 31 July- Sep'2020 27-Aug-2020 PHARMACEUTICAL AGM Management declare final dividend of Re. 1.0 per equity share (face For For March 2020. The total dividend outflow including INDS. LTD. value Re. 1.0) dividend tax for FY20 is Rs. 11. 6 bn. The dividend payout ratio is 36. 0% as compared to 97. 2% last year.

Israel Makov Non-Executive Chairperson. During SUN the year the company conducted transactions of Reappoint Israel Makov (DIN: 05299764) as Director July- Sep'2020 27-Aug-2020 PHARMACEUTICAL AGM Management For For Rs. 143. 9 mn with Makov Associates Limited. He liable to retire by rotation INDS. LTD. retires by rotation. His reappointment is in line with statutory regulations. Sudhir Valia belongs to the promoter group and is SUN Reappoint Sudhir V. Valia (DIN: 00005561) Director a Non-Executive Director. He retires by rotation. July- Sep'2020 27-Aug-2020 PHARMACEUTICAL AGM Management For For liable to retire by rotation His reappointment is in line with statutory INDS. LTD. regulations. SUN Approve appointment and remuneration of Rs. 2.5 mn The proposed remuneration to be paid to the cost July- Sep'2020 27-Aug-2020 PHARMACEUTICAL AGM Management (plus service tax and out of pocket expenses) for BM For For auditor in FY21 is reasonable compared to the INDS. LTD. Sharma & Associates, as cost auditors for FY21 size and scale of operations. 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)

Dilip S. Shanghvi, 65, is Managing Director and promoter. He was last re-appointed as Managing Director for a period of 5 years from 1 April 2018 upto 31 March 2023. Further, the maximum remuneration to be paid to him was approved for a period of 3 years from 1 April 2019 to 31 March 2021. The company now proposes to continue the approval a maximum remuneration of Rs. 81. SUN Approve remuneration of Dilip Shanghvi (DIN: 0 mn for the two years from FY21. His July- Sep'2020 27-Aug-2020 PHARMACEUTICAL AGM Management 07803242) as Managing Director for a period of two For For remuneration will be the minimum remuneration INDS. LTD. years from 1 April 2021 till 31 March 2023 payable even in case of inadequate profits. Dilip Shanghvi’s FY20 remuneration of Rs. 32. 6 mn was 64. 6x the median employee remuneration. The company should put an absolute amount cap on his aggregate remuneration (including commission). Notwithstanding. His estimated annual remuneration of Rs. 90. 7 mn is commensurate the size and scale of the business and is comparable to industry peers.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 28-Aug-2020 MARICO LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

He retires by rotation and his reappointment is in Reappoint Rishabh Mariwala (DIN: 03072284) as line with statutory requirements. This is normal July- Sep'2020 28-Aug-2020 MARICO LTD. AGM Management For For Director liable to retire by rotation course of business and has no material impact for minority shareholders.

Ratify remuneration of Rs.900,000 for Ashwin Solanki This is normal course of business and has no July- Sep'2020 28-Aug-2020 MARICO LTD. AGM Management For For & Associates as cost auditors for FY21 material impact for minority shareholders. His appointment in line with statutory Appoint Sanjay Dube (DIN: 00327906) as Independent requirements. This is normal course of business July- Sep'2020 28-Aug-2020 MARICO LTD. AGM Management For For Director for five years from 30 January 2020 and has no material impact for minority shareholders. His appointment in line with statutory Appoint Kanwar Bir Singh Anand (DIN: 03518282) as requirements. This is normal course of business July- Sep'2020 28-Aug-2020 MARICO LTD. AGM Management For For Independent Director for five years from 1 April 2020 and has no material impact for minority shareholders. Approve payment of remuneration to Harsh Mariwala (DIN: 00210342) for FY21, such that it may exceed 50% This is normal course of business and has no July- Sep'2020 28-Aug-2020 MARICO LTD. AGM Management For For of the total remuneration to all the Non-Executive material impact for minority shareholders. Directors AKZO NOBEL INDIA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 28-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

AKZO NOBEL INDIA This is normal course of business and has no July- Sep'2020 28-Aug-2020 AGM Management Declare final dividends of Rs. 14.0 per share for FY20 For For LTD. material impact for minority shareholders.

His reappointment is in line with statutory AKZO NOBEL INDIA Reappoint Lakshay Kataria (DIN: 08345477) as director July- Sep'2020 28-Aug-2020 AGM Management For For regulations. This is normal course of business and LTD. liable to retire by rotation has no material impact for minority shareholders.

AKZO NOBEL INDIA Ratify remuneration of Rs. 0.6 mn payable to Chandra This is normal course of business and has no July- Sep'2020 28-Aug-2020 AGM Management For For LTD. Wadhwa & Co., cost auditors for FY21 material impact for minority shareholders.

The voting has been abstained for these proposals as the shareholding in this company is MANAPPURAM Adoption of standalone and consolidated financial July- Sep'2020 28-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is MANAPPURAM To reappoint Gautam Ravi Narayan (DIN: 02971674), July- Sep'2020 28-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. as director liable to retire rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Harshan Kollara Sankarakutty (DIN: 01519810) proposals as the shareholding in this company is MANAPPURAM July- Sep'2020 28-Aug-2020 AGM Management as Independent Director for five years from 28 August For Abstain through passive Schemes like Index Funds / FINANCE LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Shailesh Jayantilal Mehta (DIN: 01633893) as proposals as the shareholding in this company is MANAPPURAM July- Sep'2020 28-Aug-2020 AGM Management Independent Director for five years from 28 August For Abstain through passive Schemes like Index Funds / FINANCE LTD. 2020, who may attain 75 years of age during his tenure Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is MANAPPURAM Approve amendment to the Incidental Objects in the July- Sep'2020 28-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. Memorandum of Association Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is MANAPPURAM To approve increase in borrowing limits from Rs 250 July- Sep'2020 28-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. bn to Rs 300 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is MANAPPURAM To approve creation of charge over assets to secure July- Sep'2020 28-Aug-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. borrowings upto Rs. 300 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The amendment to the scheme changes the vesting schedule and do not materially alter the nature of the current scheme. Under the scheme, the company will grant 6. 68 mn restricted stock units at face value of Rs. 10. 0, with a vesting period of up to four years. Although we do not encourage stock options at a deep discount to Amend the Syngene Restricted Stock Unit Long Term SYNGENE market price, we recognize that the vesting of the Incentive Plan FY 2020 (The Plan) under which up to July- Sep'2020 30-Aug-2020 INTERNATIONAL Postal Ballot Management For For options will be based on performance criteria’s 1.67% of the paid-up capital can be issued and grant of LTD. such as employee’s performance and delivering Restricted Stock Units to eligible employees on key parameters measured through increased revenue & profits, key strategic initiatives and shareholders value creation. These will be determined by the Managing Director and Chief Executive Officer in accordance with the terms set by the NRC. This align the interests of employees with those of shareholders.

NARAYANA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 31-Aug-2020 HRUDAYALAYA AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD NARAYANA The total dividend for the year aggregates to Rs. Confirm interim dividend of Rs. 1.0 per equity share July- Sep'2020 31-Aug-2020 HRUDAYALAYA AGM Management For For 246. 4 mn, which represents a payout ratio of 36. (face value Rs 10.0) as final dividend for FY20 LTD 3% (FY19: 49. 1%). 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)

Dr. Kiran Mazumdar Shaw is the Chairperson of Syngene International Ltd. And Biocon Ltd. She NARAYANA attended 100% of board meetings in FY20. As on Reappoint Dr. Kiran Mazumdar Shaw (DIN: 00347229) July- Sep'2020 31-Aug-2020 HRUDAYALAYA AGM Management For For 30 June 2020, she holds 2. 3% stake in the as Director LTD company. She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

NARAYANA The proposed remuneration to be paid to the cost Ratify remuneration of Rs. 300,000 payable to PSV & July- Sep'2020 31-Aug-2020 HRUDAYALAYA AGM Management For For auditor in FY21 is reasonable compared to the Associates as cost auditors for FY21 LTD size and scale of operations.

The proposed issuance will be within the company’s overall borrowing limit of Rs. 15 bn. NARAYANA Issuance of non–convertible debentures up to Rs. 2.0 The company has an outstanding credit rating of July- Sep'2020 31-Aug-2020 HRUDAYALAYA AGM Management For For bn on private placement basis ICRA AA-/Stable/ICRA A1+, which denotes LTD adequate degree of safety with regard to timely servicing of financial obligations.

RADICO KHAITAN Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

RADICO KHAITAN To declare final dividend of Rs. 2.0 per share of face This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management For For LTD. value Rs. 2.0 material impact for minority shareholders. He is liable to retire by rotation and his reappointment is in line with all statutory RADICO KHAITAN July- Sep'2020 31-Aug-2020 AGM Management Reappoint K P Singh (DIN: 00178560) as Director For For requirements. This is normal course of business LTD. and has no material impact for minority shareholders. RADICO KHAITAN Ratify remuneration of Rs.110,000 for R. Krishnan as This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management For For LTD. cost auditors for FY21 material impact for minority shareholders.

Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders.

Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management For For year ended 31 March 2020 material impact on minority shareholders.

Declare final dividend of Rs. 6.0 per equity share (face This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management For For value Rs.2.0 per share) for FY20 material impact on minority shareholders.

Reappoint Ms. Sandra Shroff (DIN: 00189012) as Non- This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management Executive Non-Independent Director, liable to retire by For For material impact on minority shareholders. rotation and approve her continuation on the board

Approve remuneration of Rs.0.85 mn for RA & Co as This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management For For cost auditors for FY21 material impact on minority shareholders.

Approve payment of commission to Non-Executive This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management For For Directors upto 1% of profits from 1 April 2020 material impact on minority shareholders. Appoint Ms. Usha Rao Monari (DIN: 08652684) as This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management Independent Director for five years from 27 December For For material impact on minority shareholders. 2019 Reappoint Hardeep Singh (DIN: 00088096) as This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management Independent Director for a second term of five years For For material impact on minority shareholders. from 2 February 2020 Reappoint Dr. Vasant Gandhi (DIN: 00863653) as This is a normal course of business and has no July- Sep'2020 31-Aug-2020 U P L LTD. AGM Management Independent Director for a second term of five years For For material impact on minority shareholders. from 23 November 2020 Adoption of standalone and consolidated financial INDIAMART This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management statements and the Auditor’s report for the year For For INTERMESH LTD. material impact for minority shareholders. ended 31 March 2020 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)

INDIAMART Confirm interim dividend of Rs. 10 per equity share of The total dividend outflow for FY20 is Rs. 0. 3 bn. July- Sep'2020 31-Aug-2020 AGM Management For For INTERMESH LTD. face value Rs.10 each as final dividend The dividend pay-out ratio is 23. 9%. Brijesh Kumar Agrawal is part of the promoter group and Whole-Time Director Corporate INDIAMART Reappoint Brijesh Kumar Agrawal (DIN: 00191760) as Development and New Initiatives. He has served July- Sep'2020 31-Aug-2020 AGM Management For For INTERMESH LTD. Director on the board for the past 21 years. He retires by rotation and his reappointment meets all statutory requirements. Reappoint Rajesh Sawhney (DIN: 01519511) as INDIAMART This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management Independent Director for a period of five years from 23 For For INTERMESH LTD. material impact for minority shareholders. September 2020 Reappoint Ms. Elizabeth Lucy Chapman (DIN: INDIAMART This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management 06459440) as Independent Director for a period of five For For INTERMESH LTD. material impact for minority shareholders. years from 23 September 2020 INDIAMART Amend alteration to Articles of Association (AoA) to This is normal course of business and has no July- Sep'2020 31-Aug-2020 AGM Management For For INTERMESH LTD. include provisions of promoter inter-se agreement material impact for minority shareholders.

AVENUE Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 01-Sep-2020 AGM Management For For SUPERMARTS LTD statements for the year ended 31 March 2020 material impact for minority shareholders. He is liable to retire by rotation and his reappointment is in line with statutory AVENUE Reappoint Ramakant Baheti (DIN: 00246480) as July- Sep'2020 01-Sep-2020 AGM Management For For requirements. This is normal course of business SUPERMARTS LTD Director liable to retire by rotation and has no material impact for minority shareholders. His proposed reappointment is in line with Reappoint Chandrashekhar Bhave (DIN: 00059856) as AVENUE statutory requirements. This is normal course of July- Sep'2020 01-Sep-2020 AGM Management Independent Director for five years from 17 May 2021 For For SUPERMARTS LTD business and has no material impact for minority to 16 May 2026 shareholders. Reappoint Ignatius Navil Noronha (DIN: 01787989) as AVENUE This is normal course of business and has no July- Sep'2020 01-Sep-2020 AGM Management MD and CEO for five years from 1 February 2021 to 31 For For SUPERMARTS LTD material impact for minority shareholders. January 2026 and fix his remuneration Reappoint Elvin Machado (DIN: 07206710) as Whole- AVENUE Time Director liable to retire by rotation for three This is normal course of business and has no July- Sep'2020 01-Sep-2020 AGM Management For For SUPERMARTS LTD years from 10 June 2021 to 9 June 2024 and fix his material impact for minority shareholders. remuneration KPIT Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 02-Sep-2020 TECHNOLOGIES AGM Management For For year ended 31 March 2020 material impact for minority shareholders. LTD. KPIT Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 02-Sep-2020 TECHNOLOGIES AGM Management For For year ended 31 March 2020 material impact for minority shareholders. LTD. KPIT Technologies Ltd (KPIT Tech) has declared an interim dividend of Re. 0. 55 per equity share on KPIT Confirm interim dividend of Re. 1.0 per share (face 29 January 2020 and Re. 0. 45 per share on 5 July- Sep'2020 02-Sep-2020 TECHNOLOGIES AGM Management value of Rs. 10.0 per equity share) as final dividend for For For March 2020 as final dividend for FY20. Total LTD. FY20 dividend aggregates to Rs. 323. 6 mn. The total dividend payout ratio is 18. 1% of the standalone PAT. Kishor Patil. 58, is the co-founder, CEO & MD of the company. He holds 7. 1% equity in the KPIT Reappoint Kishor Patil (DIN: 00076190) as Director, company. He attended all the meetings held in July- Sep'2020 02-Sep-2020 TECHNOLOGIES AGM Management For For liable to retire by rotation FY20. He retires by rotation and his LTD. reappointment is in line with statutory 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)

National Engineering Industries Limited and Central India Industries Limited do not hold any KPIT Reclassify National Engineering Industries Limited and shares in the company and are not involved in the July- Sep'2020 02-Sep-2020 TECHNOLOGIES AGM Management Central India Industries Limited from promoter to For For management of day to day affairs or any decision- LTD. public category making process at KPIT Technologies Ltd. Therefore, they seek reclassification to public shareholders.

Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 03-Sep-2020 DABUR INDIA LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders.

Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 03-Sep-2020 DABUR INDIA LTD. AGM Management For For year ended 31 March 2020 material impact for minority shareholders. Confirm interim dividend of Rs. 1.4 and declare final This is normal course of business and has no July- Sep'2020 03-Sep-2020 DABUR INDIA LTD. AGM Management dividend of Rs. 1.6 per equity share of face value Re. For For material impact for minority shareholders. 1.0 each He retires by rotation and his reappointment is in Reappoint Amit Burman (DIN: 00042050) as Non- line with the statutory requirements. This is July- Sep'2020 03-Sep-2020 DABUR INDIA LTD. AGM Management For For Executive Non-Independent Director normal course of business and has no material impact for minority shareholders.

He retires by rotation and his reappointment is in Reappoint Saket Burman (DIN: 05208674) as Non- line with the statutory requirements. This is July- Sep'2020 03-Sep-2020 DABUR INDIA LTD. AGM Management For For Executive Non-Independent Director normal course of business and has no material impact for minority shareholders.

Ratify remuneration of Rs. 516,000 to Ramanath Iyer & This is normal course of business and has no July- Sep'2020 03-Sep-2020 DABUR INDIA LTD. AGM Management For For Co. as cost auditors for FY21 material impact for minority shareholders. Adoption of financial statements for the year ended 31 INTERGLOBE This is normal course of business and has no July- Sep'2020 04-Sep-2020 AGM Management March 2020 with the reports of the Board of Directors For For AVIATION LTD material impact for minority share holders. and the Auditors thereon Ms. Rohini Bhatia, 55, is part of the promoter family and a non-executive director. Her board meeting attendance has improved over the past INTERGLOBE Reappoint Ms. Rohini Bhatia (DIN: 01583219) as three years: she attended 100% of board July- Sep'2020 04-Sep-2020 AGM Management For For AVIATION LTD Director liable to retire by rotation meetings in FY20 and 89% of the board meetings held over the past three years. She retires by rotation and her reappointment is in line with statutory requirements. Appoint Ms. Pallavi Shardul Shroff (DIN: 00013580) as INTERGLOBE This is normal course of business and no major July- Sep'2020 04-Sep-2020 AGM Management Independent Director for five years from 19 For For AVIATION LTD impact on minority shareholders. September 2019 Dr. Venkataramani Sumantran, 61, is Chairperson, Celeris Technologies Ltd, a strategic advisory engaged in autos, mobility, digital transformation, aerospace and technologies. Previously, he was Appoint Dr. Venkataramani Sumantran (DIN: the Executive Vice-Chairman of Hinduja INTERGLOBE July- Sep'2020 04-Sep-2020 AGM Management 021553989) as Independent Director for five years For For Automotive, as well as the Vice Chairperson of AVIATION LTD from 28 May 2020 Ashok Leyland Limited. Prior to this, he was the Executive Director and CEO for Tata Motors’ passenger car business. His proposed appointment is in line with statutory 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)

Ronojoy Dutta, 68, was appointed as CEO of the company on 24 January 2019. The company proposes to re-designate him as CEO and WTD from 27 January 2020 to 23 January 2024 and approve his continuation on the board upon reaching 70 years of age on 11 August 2021. His remuneration in FY20 (including accrued commission) aggregated Rs. 170. 5 mn in FY20 Appoint Ronojoy Dutta (DIN: 086730) as CEO and and we expect his remuneration to remain Whole Time Director from 27 January 2020 to 23 around Rs. 190 mn to Rs. 210 mn over the rest of INTERGLOBE January 2024 and fix his remuneration including his term. The proposed remuneration is July- Sep'2020 04-Sep-2020 AGM Management For For AVIATION LTD minimum remuneration, continue his directorship comparable to global aviation industry peers. beyond 70 years and approve payment of Further, he is a professional and his skills and remuneration for FY20 experience carry a market value. Considering the adverse impact of Covid-19 on the sector, he is expected to play a critical role in driving the company’s operations and growth, given his experience in the aviation industry. We expect the company to include a variable component in the remuneration structure, which will link pay with company performance - as is the case with global peers.

At borrowing levels of Rs. 235. 5 bn as on 30 June 2020 (including capitalized operating lease liability), there is limited headroom available under the current Rs. 300 bn borrowing limit. We recognise the need for incremental borrowing due to the impact of COVID-19 and the flexibility INTERGLOBE Approve increase in borrowing limit to Rs. 400 bn from July- Sep'2020 04-Sep-2020 AGM Management For For required to issue standby letters of credit to the AVIATION LTD Rs. 300 bn lessors of aircraft taken under operating leases. Even so, incremental debt will likely deteriorate the company’s credit protection measures, given that cash flows are likely to remain constrained in case of an extended impact of the pandemic on travel habits.

The company also proposes to create charges on its assets for borrowings obtained from lenders. INTERGLOBE Approve creation of charge/mortgage on assets upto Secured loans generally have easier repayment July- Sep'2020 04-Sep-2020 AGM Management For For AVIATION LTD Rs. 400 bn terms, less restrictive covenants, and lower interest rates. Our view on this resolution is linked to resolution #6.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

Declare final dividend of Rs. 10.15 per share of face This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For value Re. 1.0 each for FY20 material impact for minority shareholders.

He retires by rotation and his reappointment is in Reappoint Nakul Anand (DIN: 00022279) as Director, line with the statutory requirements. This is July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For liable to retire by rotation normal course of business and has no material impact for minority shareholders.

He retires by rotation and his reappointment is in Reappoint Rajiv Tandon (DIN: 00042227) as Director, line with the statutory requirements. This is July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For liable to retire by rotation normal course of business and has no material impact for minority shareholders. 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)

Ratify SRBC & Co. LLP as statutory auditors for FY21 This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For and approve their remuneration at Rs. 29.5 mn material impact for minority shareholders. His appointment is in line with the statutory Appoint Atul Jerath (DIN: 07172664) as Non-Executive requirements. This is normal course of business July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For Non-Independent Director and has no material impact for minority shareholders. His appointment is in line with the statutory Reappoint David Simpson (DIN: 07717430) as Non- requirements. This is normal course of business July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management Executive Non-Independent Director for five years For For and has no material impact for minority beginning 28 July 2020 shareholders. Her reappointment for a further term of five Reappoint Ms. Nirupama Rao (DIN: 06954879) as years is in line with statutory requirements. This is July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management Independent Director for another term of five years For For normal course of business and has no material from 8 April 2021 impact for minority shareholders.

Reappoint Nakul Anand (DIN: 00022279) as Executive Director for another term of two years from 3 January This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For 2021 or earlier date to conform with the retirement material impact for minority shareholders. policy and fix his remuneration Reappoint Rajiv Tandon (DIN: 00042227) as Executive Director for a period of one year from 21 July 2021 or This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For earlier date to conform with the retirement policy and material impact for minority shareholders. fix his remuneration Ratify remuneration of Rs. 450,000 (plus reimbursement of actual expenses) for P. Raju Iyer, This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management For For cost auditors for ‘Wood Pulp’, ‘Paper and Paperboard’ material impact for minority shareholders. and ‘Nicotine Gum’ products of the company for FY21

Ratify remuneration of Rs. 575,000 (plus reimbursement of actual expenses) for S. Mahadevan This is normal course of business and has no July- Sep'2020 04-Sep-2020 I T C LTD. AGM Management & Co., cost auditors for all products other than the For For material impact for minority shareholders. ‘Wood Pulp’, ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for FY21 Adoption of standalone and consolidated financial AMBER statements together with the reports of the Board of Normal course of business and has no material July- Sep'2020 04-Sep-2020 ENTERPRISES AGM Management For For Directors and the auditors for the year ended 31 impact on minority shareholders. INDIA LTD. March 2020 AMBER Normal course of business and has no material July- Sep'2020 04-Sep-2020 ENTERPRISES AGM Management Reappoint Jasbir Singh (DIN: 00259632) as Director For For impact on minority shareholders. INDIA LTD. AMBER Reappoint Walker Chandiok & Co LLP as statutory Normal course of business and has no material July- Sep'2020 04-Sep-2020 ENTERPRISES AGM Management For For auditors for two years and fix their remuneration impact on minority shareholders. INDIA LTD. AMBER Ratify remuneration of Rs. 40,000 to M/s. K. G. Goyal & Normal course of business and has no material July- Sep'2020 04-Sep-2020 ENTERPRISES AGM Management For For Associates as cost auditors for FY21 impact on minority shareholders. INDIA LTD. AMBER Approve issuance of securities aggregating up to Rs. Fund raise will help the company in its growth July- Sep'2020 04-Sep-2020 ENTERPRISES AGM Management For For 5.0 bn plans and is beneficial for minority shareholders. INDIA LTD. Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 04-Sep-2020 PFIZER LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. For FY20, Pfizer proposes final dividend of Rs. 10. 0 per share in addition to interim special dividend Declare final dividend of Rs. 10.0 per equity share (face July- Sep'2020 04-Sep-2020 PFIZER LTD. AGM Management For For of Rs. 320. 0 per share. The total dividend outflow value of Rs.10.0) for FY20 is Rs. 15. 1 bn. The dividend payout ratio is 296. 5%. Milind Patil is the Director - Finance. He retires by Reappoint Milind Patil (DIN: 02546815) as a Director July- Sep'2020 04-Sep-2020 PFIZER LTD. AGM Management For For rotation. His reappointment is in line with retiring by rotation statutory regulations. 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)

Samir Kazi is the Director – Legal. He is a lawyer and has around 20 years of professional experience. He has previously worked with Mulla Appoint Samir Kazi (DIN: 07184083) as Director – Legal July- Sep'2020 04-Sep-2020 PFIZER LTD. AGM Management For For & Mulla, Craigie Blunt & Caroe and Hinduja from 14 February 2020, liable to retire by rotation Group. He has been associated with the Pfizer group since 2007. He will retire by rotation. His appointment is in line with statutory regulations.

Samir Kazi is proposed to be appointed as a Wholetime Director designated as Director – Approve appointment of Samir Kazi (DIN: 07184083) Legal, for five years, commencing from 14 as Wholetime director designated as Director – Legal February 2020. He is a professional whose skills July- Sep'2020 04-Sep-2020 PFIZER LTD. AGM Management For For for five years from 14 February 2020 and fix his carry market value. His proposed remuneration remuneration estimated at Rs. 27. 0 mn for FY21 is in line with peers and commensurate with the size and complexity of the business. The total remuneration proposed is reasonable Ratify remuneration of Rs.1.3 mn payable to RA & Co. July- Sep'2020 04-Sep-2020 PFIZER LTD. AGM Management For For compared to the size and scale of the company’s as cost auditors for FY21 operations. TATA METALIKS Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management For For LTD. March 2020 material impact on minority shareholders.

TATA METALIKS Declare final dividend of Rs. 2.5 per equity share of Rs. This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management For For LTD. 10.0 each material impact on minority shareholders.

TATA METALIKS Reappoint Koushik Chatterjee (DIN: 00004989) as This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management For For LTD. Director, liable to retire by rotation material impact on minority shareholders. Reappoint Sandeep Kumar (DIN: 02139274) as TATA METALIKS This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management Managing Director for three years from 1 July 2020 to For For LTD. material impact on minority shareholders. 30 June 2023 and fix his remuneration Approve related party transactions up to Rs.3.5 bn TATA METALIKS This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management with TS Global Procurement Company Pte. Ltd (fellow For For LTD. material impact on minority shareholders. subsidiary) for purchase of coal/ coke in FY21 Approve related party transactions up to Rs. 3.0 bn TATA METALIKS This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management with Tata Steel Limited (holding company) for For For LTD. material impact on minority shareholders. purchase of iron ore lumps and fines in FY21 Approve related party transactions up to Rs. 4.5 bn TATA METALIKS This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management with Tata Steel Limited (holding company) for For For LTD. material impact on minority shareholders. purchase of coal/ coke in FY21 TATA METALIKS Ratify remuneration of Rs. 300,000 to Shome & This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management For For LTD. Banerjee as cost auditors for FY21 material impact on minority shareholders.

TATA METALIKS Approve commission to non-executive directors up to This is a normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management For For LTD. 1% of net profits from 1 April 2021 in perpetuity material impact on minority shareholders.

ABBOTT INDIA Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 07-Sep-2020 AGM Management For For LTD. March 2020 material impact for minority shareholders.

The total dividend outflow for FY20 is Rs. 5. 3 bn compared to Rs. 1. 7 bn in FY19. The dividend payout ratio is 89. 6% in FY20 vs 36. 9% in FY19. Declare final dividend of Rs. 107.0 and special dividend While the quantum of dividend paid has ABBOTT INDIA July- Sep'2020 07-Sep-2020 AGM Management of Rs. 143.0 per equity share of face value Rs. 10.0 For For increased substantially in FY20, we derive LTD. each comfort from the profitability and leverage metrics of the company as it holds cash and cash equivalents of Rs. 22. 0 bn and does not have any debt on its books as of 31 March 2020. 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)

Kaiyomarz Marfatia, 64, is the former Director- Legal, Abbott India. He has over 40 years of experience in the legal and secretarial streams, of which 24 years have been within the Abbott Reappoint Kaiyomarz Marfatia (DIN: 03449627) as Non- ABBOTT INDIA group. He has a law degree from Government July- Sep'2020 07-Sep-2020 AGM Management Executive Non-Independent Director liable to retire by For For LTD. Law College, Mumbai. He has been on the board rotation of the company since 1 March 2011. He has attended 100% of the board meetings in FY20. He retires by rotation and his reappointment is in line with statutory requirements.

Munir Shaikh, 77, is the Chairperson of the board. He has held management and leadership positions with Abbott group since 1968. He was the Divisional Vice President, Southeast Asia/ Middle East/ Africa, Abbott Nutrition International based in Singapore prior to his retirement. He is a fellow of the Institute of Chartered Accountants of England and Wales. He Reappoint Munir Shaikh (DIN: 00096273) as Non- has been the chairperson of the board since ABBOTT INDIA Executive Non-Independent Director and approve his July- Sep'2020 07-Sep-2020 AGM Management For For March 2001. He has attended 100% of the board LTD. continuation on the board since he has attained 75 meetings in FY20. Amendments in SEBI’s LODR years of age require directors having attained the age of 75 years to be reappointed by shareholders by a special resolution: Munir Shaikh is 77 years old. While approval is needed for regulatory reasons, we do not consider age to be an eligibility criterion for board memberships. His reappointment and continuation is in line with statutory requirements.

The total remuneration proposed to be paid to ABBOTT INDIA Approve remuneration of Rs. 0.8 mn to Kishore Bhatia July- Sep'2020 07-Sep-2020 AGM Management For For the cost auditors in FY21 is reasonable compared LTD. & Associates, as cost auditor for FY21 to the size and scale of operations.

Ms. Shalini Kamath, 56, is Founder & CEO, SK & Associates, involved in CEO and executive coaching. She has work experience across Human Resources, Business Development and Social & Community Development. She has held group HR Appoint Ms. Shalini Kamath (DIN: 06993314) as an head positions for Chevron Texaco India, Star ABBOTT INDIA July- Sep'2020 07-Sep-2020 AGM Management Independent Director for three years from 29 October For For India, KPMG India, and Ambit Holdings. Prior to LTD. 2019 her roles in HR, she was the Deputy Marketing Director at Raytheon India. She is an MBA graduate from Edinburgh Business School, UK. She has been trained at Harvard Business School in change and transformation. Her appointment is in line with statutory 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)

Ambati Venu, is the former Managing Director for Abbott India Ltd. He held the position for three and a half years till 29 February 2020. He has taken up a new role as Vice President, Established Pharmaceutical Products, within the Abbott Group in India from 1 March 2020. The board is seeking approval to appoint him as Non-Executive Non-Independent Director to leverage his Appoint Ambati Venu (DIN: 07614849) as Non- extensive experience in the areas of ABBOTT INDIA July- Sep'2020 07-Sep-2020 AGM Management Executive Non-Independent Director liable to retire by For For pharmaceuticals and his understanding of the LTD. rotation company’s operations. Prior to joining the company in September 2016, he has experience in consumer goods and OTC products with GlaxoSmithKline Consumer Healthcare Limited. He was the Regional VP & General Manager - Asia, GSK Consumer in his last role. He attended 100% of the board meetings in FY20 in his capacity as Managing Director. His appointment is in line with statutory requirements.

Anil Joseph, 45, was former Head – Diagnostics Division (Transfusion Medicine) for APAC, China and Japan, Abbott Laboratories, Singapore where he played a key role in setting up the Transfusion Medicine Business Unit in Asia Pacific. He has also ABBOTT INDIA July- Sep'2020 07-Sep-2020 AGM Management Appoint Anil Joseph (DIN: 08753233) as Director For For worked with Johnson & Johnson and Coca-Cola LTD. across various positions. He holds an MBA from Symbiosis Institute of Business Management, Pune University and BSc. Mathematics from CMS College, Kerala. His appointment is in line with statutory requirements.

We estimate Anil Joseph’s remuneration for FY21 to be Rs. 74. 0 mn. His estimated remuneration is higher than peers. Notwithstanding, his remuneration is also commensurate to the size Appoint Anil Joseph (DIN: 08753233) as Managing and complexity of the business. He is entitled to ABBOTT INDIA July- Sep'2020 07-Sep-2020 AGM Management Director for five years from 1 July 2020 and fix his For For stock options from Abbott Laboratories, USA, we LTD. remuneration expect companies to disclose the quantum of stock options which will be issued. Further, he is also entitled to performance linked incentives, we expect companies to disclose the performance metrics used for calculating the incentive. 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 company’s related party transactions (RPTs) with Abbott Healthcare Private Limited (AHPL) stood at Rs. 4. 7 bn within an already approved limit of Rs. 5. 5 bn in FY20. The new limits of Rs. 8. 0 bn would give the company sufficient headroom to operate in current market scenario. The annual value of transactions proposed is ABBOTT INDIA Approve related party transactions with Abbott estimated on the basis of the company’s current July- Sep'2020 07-Sep-2020 AGM Management For For LTD. Healthcare Private Ltd. up to Rs. 8 bn per year till FY25 transactions and future business projections. We believe the RPTs between the companies would continue to be proportional to the growth of the company. The proposed transactions will be at arm’s length basis and in the ordinary course of business. Further, the company has capped the RPTs in terms of absolute amounts and the approval is valid for a fixed term of five years.

The company seeks shareholders’ approval to increase the aggregate limit for investment by Foreign Institutional Investors (FIIs)/ Foreign Portfolio Investors (FPIs)/ Non-Resident Indians (repatriable) to the proposed ceiling of 5% of the total paid up share capital of the company, provided that the composite cap for total foreign investment from all sources shall not at any time Approve increase in shareholding limit for exceed 80% against the current limit of 75% of ABBOTT INDIA FIIs/FPIs/NRIs up to 5% of the total paid up share July- Sep'2020 07-Sep-2020 AGM Management For For the total paid up share capital of the company on LTD. capital within an overall cap of total foreign investment a fully diluted basis. Currently, Abbott from all sources should not exceed 80% Laboratories, USA (promoter) through various holdings holds 74. 99% in the company with FIIs holding further 1. 3% stake. The applicable sectoral limits has constrained the ability of FIIs and FPIs to purchase additional shares of the company. The proposed increase in limits will allow foreign investors to acquire further stake in the company.

RAMCO Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 07-Sep-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 impact on minority shareholders.

RAMCO Reappoint P. R. Venketrama Raja (DIN: 00331406) as Normal course of business and has no material July- Sep'2020 07-Sep-2020 AGM Management For For INDUSTRIES LTD. Director, liable to retire by rotation impact on minority shareholders. RAMCO Ratify remuneration of Rs. 250,000 payable to N. Normal course of business and has no material July- Sep'2020 07-Sep-2020 AGM Management For For INDUSTRIES LTD. Sivashankaran & Co. as cost auditors for FY21 impact on minority shareholders. CHAMBAL Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders. CHEMICALS LTD. CHAMBAL Reappoint Chandra Shekhar Nopany (DIN: 00014587) This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management For For as a Director retiring by rotation material impact on minority shareholders. CHEMICALS LTD. CHAMBAL Ratify remuneration of Rs. 100,000 payable to KG This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management For For Goyal as cost auditors for FY21 material impact on minority shareholders. CHEMICALS LTD. CHAMBAL Appoint Gaurav Mathur (DIN: 07610237) as the Joint This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management Managing Director for a period of five years from 6 For For material impact on minority shareholders. CHEMICALS LTD. January 2020 and fix his remuneration 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)

CHAMBAL Appoint Pradeep Jyoti Banerjee (DIN: 02985965) as an This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management Independent Director for a period of five years from 1 For For material impact on minority shareholders. CHEMICALS LTD. December 2019 to 30 November 2024 CHAMBAL Appoint Ms. Rita Menon (DIN: 00064714) as an This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management Independent Director for a period of five years from 10 For For material impact on minority shareholders. CHEMICALS LTD. September 2020 to 09 September 2025 Approve commission upto 1% of profits to Non- CHAMBAL Executive directors or Rs. 1.0 mn per Non-Executive This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management For For Director, whichever is lower, for a period of five years material impact on minority shareholders. CHEMICALS LTD. from FY21 CHAMBAL Approve continuation of Saroj Kumar Poddar (DIN: This is a normal course of business and has no July- Sep'2020 10-Sep-2020 FERTILISERS & AGM Management For For 00008654) after he attains the age of 75 years material impact on minority shareholders. CHEMICALS LTD. PETRONET L N G Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact on minority shareholders. Declare final dividend of Rs. 7.0 and confirm special PETRONET L N G This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management interim dividend of Rs. 5.5 per equity share of face For For LTD. material impact on minority shareholders. value Rs. 10.0 each PETRONET L N G Reappoint Shashi Shanker (DIN: 06447938) as Director This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For LTD. liable to retire by rotation material impact on minority shareholders.

PETRONET L N G Appoint Sanjeev Kumar (DIN: 03600655) as Director This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For LTD. liable to retire by rotation from 4 September 2019 material impact on minority shareholders.

PETRONET L N G Appoint Manoj Jain (DIN: 07556033) as Director liable This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For LTD. to retire by rotation from 6 May 2020 material impact on minority shareholders. Appoint Tarun Kapoor (DIN: 00030762) as Director and PETRONET L N G This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management Chairperson liable to retire by rotation from 11 May For For LTD. material impact on minority shareholders. 2020 PETRONET L N G Appoint Shrikant Madhav Vaidya (DIN: 06995642) as This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For LTD. Director liable to retire by rotation from 1 July 2020 material impact on minority shareholders.

PETRONET L N G Appoint Arun Kumar Singh (DIN: 06646894) as Director This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For LTD. liable to retire by rotation from 10 August 2020 material impact on minority shareholders.

PETRONET L N G This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management Approve related party transactions for FY22 For For LTD. material impact on minority shareholders. Adoption of standalone and consolidated financial This is in normal course of business and does not statements for the year ended 31 March 2020 with the July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management For For have any material impact on minority reports of the Board of Directors and the Auditors shareholders. thereon The company paid an interim dividend of Rs. 12. 0 per equity share of Rs. 10. 0 each on 27 March Confirm interim dividend of Rs. 12.0 per equity share 2020. The total outflow on account of dividend July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management For For of face value Rs. 10.0 each as final dividend for FY20 for the year including dividend distribution tax is Rs 585. 0 mn. The dividend payout ratio is 21. 6% in FY20 v/s 20. 2% in the previous year. 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)

Pierre E. Cohade, 58, is a Director and former CEO of Triangle Tyre, China’s largest private tyre manufacturer. He serves on the board of Johnson Control International, Deutsche Bank China, Acorn International and has been the former CEO Reappoint Pierre E. Cohade (DIN: 00468035) as of Goodyear Asia Pacific. He has a bachelor’s July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management For For Director liable to retire by rotation degree in business management from SKEMA Business School in Sophia-Antipolis, France and an MBA from Penn State University. He attended 100% of the meetings in FY20. He retires by rotation and his reappointment is in line with statutory requirements.

The total remuneration proposed to be paid to Ratify remuneration of Rs.300,000 payable to DC Dave July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management For For the cost auditors is reasonable compared to the & Co, cost auditors for FY21 size and scale of operations.

Ranjit V. Pandit, 66, is the former Managing Director of General Atlantic LLC and former Managing Director and Chairperson of McKinsey & Company India Ltd. He has served on the boards of various Governments and regulatory Reappoint Ranjit V. Pandit (DIN: 00782296) as bodies on policy. He has a B. E. In electrical July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management Independent Director for five years from 12 August For For engineering from VJTI, University of Mumbai and 2020 to 11 August 2025 an MBA from Wharton School, University of Pennsylvania. He attended 100% of the meetings in FY20. His proposed reappointment is for five years from 12 August 2020 to 11 August 2025 and is in line with statutory requirements.

SCIA has been classified as a promoter for nearly four decades. As on 30 June 2019, SCIA held 1,782,348 shares representing a 4. 41% stake in the company. Between August 2019 and December 2019, SCIA sold its entire stake. Therefore, SCIA does not hold any shares in the company and is not involved in the management Reclassify Societe CEAT D’Investissements En Asie S. July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management For For of day to day affairs or any decision-making A., SPF (‘SCIA’) from promoter to public category process at CEAT Ltd. Further, they have not nominated any directors to the company’s board, have no special rights, through formal or informal arrangements and are not privy to any price sensitive information relating to the company and its securities. They seek reclassification to public shareholders in line with regulatory compliance.

The company is expected spend ~Rs. 5. 5 bn in capital expenditures in FY21. The company can borrow upto its share capital and free reserves (~Rs 29. 3 bn) and its consolidated debt on 30 June 2020 was Rs. 20. 0 bn. Therefore, while not specifically mentioned, we believe the proposed Approve private placement of Non-Convertible July- Sep'2020 10-Sep-2020 CEAT LTD. AGM Management For For issuance of upto Rs. 5. 0 bn will be within the Debentures upto Rs. 5 bn overall borrowing limit. The company’s existing debt carries a credit rating of CARE AA/Stable/CARE A1+ and IND AA/Stable/IND A1+, which represents a high degree of safety regarding the timely servicing of financial obligations. 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)

HINDALCO Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

HINDALCO Declare final dividend of Rs. 1.0 and per equity share This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For INDUSTRIES LTD. of face value Rs. 1.0 each material impact on minority shareholders. Reappoint Debnarayan Bhattacharya (DIN: 00033553) HINDALCO This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management as Non-Executive Non-Independent Director liable to For For INDUSTRIES LTD. material impact on minority shareholders. retire by rotation HINDALCO Approve remuneration of Rs. 1.5 mn to R. Nanabhoy & This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management For For INDUSTRIES LTD. Co., as cost auditor for FY21 material impact on minority shareholders. Appoint Sudhir Mittal (DIN: 08314675) as an HINDALCO This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management Independent Director for five years from 11 November For For INDUSTRIES LTD. material impact on minority shareholders. 2019 Appoint Anant Maheshwari (DIN: 02963839) as an HINDALCO This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management Independent Director for five years from 14 August For For INDUSTRIES LTD. material impact on minority shareholders. 2020 Approve the continuation of Ms. Rajashree Birla (DIN: HINDALCO This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management 00022995) as Non-Executive Director after attaining For For INDUSTRIES LTD. material impact on minority shareholders. the age of 75 years Reappoint Yazdi Piroj Dandiwala (DIN: 01055000) as an HINDALCO This is a normal course of business and has no July- Sep'2020 10-Sep-2020 AGM Management Independent Director for five years from 14 August For For INDUSTRIES LTD. material impact on minority shareholders. 2020 The voting has been abstained for these proposals as the shareholding in this company is PIDILITE Adoption of standalone and consolidated financial July- Sep'2020 10-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is PIDILITE Confirm interim dividend of Rs. 7.0 per equity share of July- Sep'2020 10-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. face value Re. 1.0 each as final dividend for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is PIDILITE July- Sep'2020 10-Sep-2020 AGM Management Reappoint A B Parekh (DIN: 00035317) as Director For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is PIDILITE Reappoint NK Parekh (DIN: 00111518) as Non- July- Sep'2020 10-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is PIDILITE Reappoint Bharat Puri (DIN: 02173566) as MD for five July- Sep'2020 10-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. years from 10 April 2020 and fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint AN Parekh (DIN: 00111366) as Whole-time proposals as the shareholding in this company is PIDILITE July- Sep'2020 10-Sep-2020 AGM Management Director for five years from 1 July 2020 and fix his For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is PIDILITE Appoint Debabrata Gupta (DIN: 01500784) as Director, July- Sep'2020 10-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. liable to retire by rotation from 1 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Debabrata Gupta (DIN: 01500784) as Director proposals as the shareholding in this company is PIDILITE July- Sep'2020 10-Sep-2020 AGM Management – Operations for three years from 1 March 2020 and For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Sanjeev Aga (DIN: 00022065) as proposals as the shareholding in this company is PIDILITE July- Sep'2020 10-Sep-2020 AGM Management Independent Director for five years up to 31 March For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. 2025 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is PIDILITE Ratify remuneration of Rs. 173,500 to be paid to VJ July- Sep'2020 10-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Talati & Co as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

THOMAS COOK Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 11-Sep-2020 AGM Management For For (INDIA) LTD. statements for the year ended 31 March 2020 material impact for minority share holders.

Chandran Ratnaswami, 71, is the Chief Executive Officer and Director of Fairfax India Holdings Corporation, and Managing Director of Hamblin Watsa Investment Counsel Limited, a wholly THOMAS COOK Reappoint Chandran Ratnaswami (DIN: 00109215), as July- Sep'2020 11-Sep-2020 AGM Management For For owned investment management company of (INDIA) LTD. a Director liable to retire by rotation Fairfax Financial Holdings Limited. He has been on the board of the company since 22 August 2012. His reappointment is in line with statutory requirements.

Madhavan Menon was paid a remuneration of Rs 72. 1 mn in FY20 (including a variable pay and fair value of stock options granted in FY19). His proposed remuneration for FY21 is estimated at a maximum of Rs 78. 1. Although his performance is not aligned to company performance, Reappoint Madhavan Menon (DIN: 00008542), Madhavan Menon’s remuneration, in absolute Chairman and Managing Director, for five years from 1 terms, is commensurate with the size and scale of THOMAS COOK March 2020, fix his remuneration as minimum the business. As the compensation structure July- Sep'2020 11-Sep-2020 AGM Management For For (INDIA) LTD. remuneration for three years, and approve his includes an element of commission and incentive continuation on the board after he attains 70 years of remuneration, the NRC should consider a cap on age them. We expect remuneration will be in line with the pay-outs in the past and will take into account the current difficulties the company is facing under the COVID-19 pandemic. The NRC must disclose performance metrics used to benchmark commission and incentive remuneration, to provide greater clarity. 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)

Pravir Vohra, 66, retired as President & Group CTO of ICICI Bank in 2012, He mentors start-ups in the payments space and also serves on the Technology Advisory Committees of organizations THOMAS COOK Reappoint Pravir Kumar Vohra (DIN: 00082545), as July- Sep'2020 11-Sep-2020 AGM Management For For like the Bombay Stock Exchange, NCDEX, NPCI & (INDIA) LTD. Independent Director for five years from 10 April 2020 Power Exchange of India Ltd. He has been on the board of the company since 10 April 2015. His reappointment is in line with statutory requirements.

Shareholders had approved a borrowing limit of Rs 5. 0 bn over and above the networth of the company in the EGM of 2014. The company proposes to continue the borrowing limits at the same level. Thomas Cook India has been reducing its debt levels over the last few years and on a THOMAS COOK Approve borrowing limit of Rs 5.0 bn over and above standalone level, TCIL has no long-term debt, and July- Sep'2020 11-Sep-2020 AGM Management For For (INDIA) LTD. the networth working capital limit has been sparsely utilised (debt outstanding of Rs 0. 8 bn on a standalone basis as on 31 March 2020, as against a networth of Rs 14. 4 bn). Its subsidiaries are expected to service debt through internal accrual and need- based support from TCIL. The company’s debt is rated CRISIL AA-/Negative/CRISIL A1+.

The company also proposes to create charges on its assets for borrowings obtained from lenders. THOMAS COOK July- Sep'2020 11-Sep-2020 AGM Management Approve creation of charge on assets For For Secured loans generally have easier repayment (INDIA) LTD. terms, less restrictive covenants, and lower interest rates.

TCIL is one of Fairfax's acquisition vehicles in India. Transactions under Section 186 aggregates Rs. 20. 1 bn on 31 March 2020, which largely comprised investments and guarantees to banks Approve investments in or give loans to or grant inter for debt raised by subsidiaries. We expect TCIL THOMAS COOK corporate deposits or give guarantees / provide any July- Sep'2020 11-Sep-2020 AGM Management For For will need the flexibility to support group entities (INDIA) LTD. securities of Rs 20.5 bn over and above the current given its role as the acquisition vehicle for Fairfax. limits under Section 186 of the Companies Act 2013 We highlight ‘transparency risk’ as the company has not provided any details regarding the companies it proposes to transact with, nor the proposed nature of such transactions.

The issue proceeds will be used to meet its funds requirements for capital/ revenue expenditure, THOMAS COOK Approve issuance of NCDs on a private placement July- Sep'2020 11-Sep-2020 AGM Management For For business expansion and for general corporate (INDIA) LTD. basis upto a limit of Rs 3.0 bn purposes. The proposed issuance will be within the overall borrowing limit. Issue and allot 88.47 mn equity shares on preferential This is normal course of business and has no July- Sep'2020 12-Sep-2020 RBL BANK LTD EGM Management basis at Rs 177.0 per share to five investors to raise Rs For For material impact for minority share holders. 15.66 bn 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)

SsanYong Motor Company (SMC) is a 74. 65% South Korea-based subsidiary that is an automobile maker. SMC has been reporting cash losses and needs equity infusion. With a view of strengthening its capital allocation, M&M has decided to exit loss-making businesses. Therefore, while M&M has agreed to infuse KWR 40 bn (Rs. 2. 5 bn) to support immediate liquidity Empower the board to transfer / dilute stake in requirements, it proposes to either get a strategic MAHINDRA & SsangYong Motor Company, a material subsidiary, partner into SMC or sell-down its existing stake. July- Sep'2020 12-Sep-2020 Postal Ballot Management For For MAHINDRA LTD. which may result in cessation of control over the This will result in M&M’s equity stake reducing to company less than 50% or even a complete exit, for which it seeks shareholder approval. While we do not support enabling resolutions, we recognize that M&M will need flexibility in the current environment to arrive at a solution for SMC. Since SMC is listed on the local stock exchange, we expect the valuations will be linked to a market discovered price. The overall transaction is not likely to be material in the context of M&M’s size.

DIVI'S Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 14-Sep-2020 LABORATORIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD. The total dividend for FY20 is Rs. 16. 0 per share DIVI'S and the total dividend outflow (including dividend Confirm interim dividend of Rs. 16.0 per share (face July- Sep'2020 14-Sep-2020 LABORATORIES AGM Management For For tax for FY20) is Rs. 5. 1 bn, while the dividend value of Rs. 2.0) LTD. payout ratio is 37. 2%, which is similar to previous year. NV Ramana is an executive director. He retires by rotation. He attended 71% (5 out of 7) of the board meetings in FY20 and 89% (16 out of 18) of DIVI'S Reappoint N. V. Ramana (DIN: 00005031) as Director the meetings held in the past three years. We July- Sep'2020 14-Sep-2020 LABORATORIES AGM Management For For liable to retire by rotation expect directors to take their responsibilities LTD. seriously and attend all board meetings, or at the very least, 75% of the meetings held in the past three years.

Madhusudana Rao Divi is belongs to the promoter family. He retires by rotation. He attended 71% (5 out of 7) of the board meetings DIVI'S Reappoint Madhusudana Rao Divi (DIN: 00063843) as in FY20 and 78% (14 out of 18) of the meetings July- Sep'2020 14-Sep-2020 LABORATORIES AGM Management For For Director liable to retire by rotation held in the past three years. We expect directors LTD. to take their responsibilities seriously and attend all board meetings, or at the very least, 75% of the meetings held in the past three years.

The voting has been abstained for these proposals as the shareholding in this company is GRASIM Adoption of standalone and consolidated financial July- Sep'2020 14-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is GRASIM Declare final dividend of Rs. 4.0 per share (face value July- Sep'2020 14-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Rs. 2.0) for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is GRASIM Reappoint Ms. Rajashree Birla (DIN: 00022995) as July- Sep'2020 14-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is GRASIM Reappoint Shailendra K. Jain (DIN: 00022454) as July- Sep'2020 14-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is GRASIM Approve amendment in the Object Clause of the July- Sep'2020 14-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. Memorandum of Association (MoA) of the company Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is GRASIM Approve alterations to the Articles of Association (AoA) July- Sep'2020 14-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. of the company Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Dr. Santrupt Misra (DIN: 00013625) as Non- proposals as the shareholding in this company is GRASIM July- Sep'2020 14-Sep-2020 AGM Management Executive Non-Independent Director with effect from For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. 13 Jun 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Vipin Anand (DIN: 05190124) as Non- proposals as the shareholding in this company is GRASIM July- Sep'2020 14-Sep-2020 AGM Management Executive Non-Independent Director with effect from For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. 13 Aug 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve continuation of directorship of Ms. Rajashree proposals as the shareholding in this company is GRASIM July- Sep'2020 14-Sep-2020 AGM Management Birla as a Non-Executive Director after attaining the For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. age of seventy-five years Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve remuneration of Rs. 1.50 mn for DC Dave & proposals as the shareholding in this company is GRASIM July- Sep'2020 14-Sep-2020 AGM Management Co. and Rs. 0.22 for MR Dudani & Co. as cost auditors For Abstain through passive Schemes like Index Funds / INDUSTRIES LTD. for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. JOHNSON CONTROLS- Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 15-Sep-2020 HITACHI AIR AGM Management March 2020 with the reports of the Board of Directors For For material impact for minority shareholders. CONDITIONING and the Auditors thereon INDIA LTD JOHNSON He retires by rotation and his reappointment is in CONTROLS- Reappoint Shinichi Iizuka (DIN: 00266660) as Director line with statutory requirements. This is normal July- Sep'2020 15-Sep-2020 HITACHI AIR AGM Management For For liable to retire by rotation course of business and has no material impact for CONDITIONING minority shareholders. INDIA LTD JOHNSON CONTROLS- Ratify remuneration of Rs. 125,000 payable to Kiran J This is normal course of business and has no July- Sep'2020 15-Sep-2020 HITACHI AIR AGM Management For For Mehta & Co. as cost auditors for FY21 material impact for minority shareholders. CONDITIONING INDIA LTD 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)

JOHNSON Reappoint Gurmeet Singh (DIN: 06938403) as CONTROLS- Chairperson and Managing Director for three years This is normal course of business and has no July- Sep'2020 15-Sep-2020 HITACHI AIR AGM Management For For from 1 February 2020 and fix his remuneration as material impact for minority shareholders. CONDITIONING minimum remuneration INDIA LTD Transfer the Cable Business of Torrent Power to TCL TORRENT POWER Normal course of business and has no material July- Sep'2020 15-Sep-2020 NCM Management Cables Pvt. Ltd., a wholly owned subsidiary for a cash For For LTD. impact on minority shareholders. consideration of Rs. 2.15 bn, on a slump sale basis

JUBILANT Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 15-Sep-2020 AGM Management For For FOODWORKS LTD. statements for the year ended 31 March 2020 material impact for minority shareholders. His reappointment is in line with statutory JUBILANT Reappoint Shamit Bhartia (DIN: 00020623) as Director, requirements. This is normal course of business July- Sep'2020 15-Sep-2020 AGM Management For For FOODWORKS LTD. liable to retire by rotation and has no material impact for minority shareholders. Her reappointment is in line with statutory JUBILANT Reappoint Ms. Aashti Bhartia (DIN: 02840983) as requirements. This is normal course of business July- Sep'2020 15-Sep-2020 AGM Management For For FOODWORKS LTD. Director, liable to retire by rotation and has no material impact for minority shareholders.

EBS-2020 is being implemented for undertaking welfare activities for its employees, within a cap of Rs. 1. 0 bn. The ESOP Trust will utilize the JUBILANT Approve implementation of Jubilant FoodWorks available liquidity and dividend income on the July- Sep'2020 15-Sep-2020 AGM Management For For FOODWORKS LTD. General Employee Benefits Scheme 2020 (EBS-2020) shares of the company. Therefore, EBS-2020 does not involve any cost for JFL or dilution for existing shareholders. This has no material impact for minority shareholders.

Through a separate resolution, the company is seeking approval for extension of EBS-2020 to the Applicability of Jubilant FoodWorks General Employee JUBILANT employees of its subsidiaries and holding July- Sep'2020 15-Sep-2020 AGM Management Benefits Scheme 2020 (EBS-2020) to the employees of For For FOODWORKS LTD. company. Our view on this resolution is linked to holding and subsidiary companies our decision on resolution 4. This has no material impact for minority shareholders.

EXIDE INDUSTRIES Adoption of standalone and consolidated financial This is in normal course of business and has no July- Sep'2020 15-Sep-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact on minority shareholders. The total dividend outflow (including dividend EXIDE INDUSTRIES Confirm payment of interim dividends aggregating Rs. July- Sep'2020 15-Sep-2020 AGM Management For For tax) for FY20 is Rs. 4. 2 bn. The dividend pay-out LTD. 4.1 per equity share of face value Re. 1.0 each ratio is 50. 8%.

Rajan Raheja, 67, is promoter and non-executive director of the company. He has attended 60% (3 out of 5) of board meetings in FY20 and 64% (9 out of 14) board meetings held over the last three years. We expect directors to take their EXIDE INDUSTRIES Reappoint Rajan Raheja (DIN: 00037480) as Director, responsibilities seriously and attend all board July- Sep'2020 15-Sep-2020 AGM Management For For LTD. liable to retire by rotation meetings. We have a threshold of 75% attendance of the board meetings in the three years prior to reappointment. However, we take into consideration that Rajan Raheja is the sole promoter on the board of the company and would add value in the overall decision making.

The total remuneration proposed to be paid to EXIDE INDUSTRIES Ratify remuneration of Rs. 900,000 to Mani & Co as July- Sep'2020 15-Sep-2020 AGM Management For For the cost auditors in FY21 is reasonable compared LTD. cost auditors for FY21 to the size and scale of the company’s operations. 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)

DEWAN HOUSING FINANCE Part of the resolution process of DHFL due to July- Sep'2020 15-Sep-2020 COC Meeting Management Modifications in the RFRP For For CORPORATION covid LIMITED.

DEWAN HOUSING FINANCE Extension of deadline for submission of Part of the resolution process of DHFL due to July- Sep'2020 15-Sep-2020 COC Meeting Management For For CORPORATION resolution plans covid LIMITED.

DEWAN HOUSING FINANCE Payment for DPLI stake sale process by DHFL Part of the resolution process of DHFL, for better July- Sep'2020 15-Sep-2020 COC Meeting Management For For CORPORATION on behalf of DIL value maximisation LIMITED.

DEWAN HOUSING FINANCE Creditors to receive outstanding amount and July- Sep'2020 15-Sep-2020 COC Meeting Management Approval of related party transactions For For CORPORATION interest from these related party LIMITED.

DEWAN HOUSING FINANCE July- Sep'2020 15-Sep-2020 COC Meeting Management Approval of CIRP costs For For Part of the resolution process of DHFL CORPORATION LIMITED.

Adoption of standalone and consolidated financial SUN T V NETWORK This is normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management statements for the year ended 31 March 2020 with the For For LTD. material impact for minority shareholders. reports of the Board of Directors and Auditors thereon

SUN T V NETWORK Confirm aggregate interim dividends of Rs. 25.0 per This is normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management For For LTD. equity share (face value Rs. 5.0) as final dividend material impact for minority shareholders.

He retires by rotation and his reappointment is in SUN T V NETWORK Reappoint S. Selvam (DIN: 00727439) as Non-Executive line with statutory requirements. This is normal July- Sep'2020 16-Sep-2020 AGM Management For For LTD. Non-Independent Director course of business and has no material impact for minority shareholders. Ratify remuneration of Rs. 220,000 (plus service tax SUN T V NETWORK This is normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management and out of pocket expenses) for S. Sundar & For For LTD. material impact for minority shareholders. Associates, as cost auditors for FY21 SUNDRAM Adoption of standalone and consolidated financial This is in normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management For For FASTENERS LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

Ms. Arundathi Krishna, 46, is the Joint Managing Director and part of the promoter family. She SUNDRAM Reappoint Ms. Arundathi Krishna (DIN: 00270935) as July- Sep'2020 16-Sep-2020 AGM Management For For attended 100% of the board meetings in FY20. FASTENERS LTD. Director, liable to retire by rotation Her reappointment as director, liable to retire by rotation, meets all statutory requirements.

The total remuneration proposed is reasonable SUNDRAM Ratify remuneration of Rs. 360,000 payable to P Raju July- Sep'2020 16-Sep-2020 AGM Management For For compared to the size and scale of the company’s FASTENERS LTD. Iyer as cost auditor for FY21 operations. 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)

S Meenakshisundaram, 63, is the Chief Financial Officer of the company. He started his career with the company more than three decades ago and has risen within the ranks to the position of CFO. His remuneration terms are open-ended: the performance pay will be decided by the nomination and remuneration committee and his Appoint S Meenakshisundaram (DIN: 00513901) as performance pay has not been capped. The SUNDRAM Whole-time Director designated as Whole-time July- Sep'2020 16-Sep-2020 AGM Management For For performance metrics used to determine his FASTENERS LTD. Director and Chief Financial Officer for two years from variable pay has not been disclosed. However, we 11 June 2020 and fix his remuneration expect his remuneration for FY21 to be Rs. 13. 4 mn, which is reasonable compared to industry peers and commensurate with the size and complexity of the business. We expect the company to provide clarity on the performance metrics and cap the absolute amount of performance pay.

HINDUSTAN Adoption of statements for the year ended 31 March This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management For For 2020 material impact on minority shareholders. CORPN. LTD. HINDUSTAN This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management Declare final dividend of Rs.9.75 per equity share For For material impact on minority shareholders. CORPN. LTD. HINDUSTAN Reappoint Pushp Kumar Joshi (DIN 05323634) as a This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management For For Director material impact on minority shareholders. CORPN. LTD. HINDUSTAN Reappoint Subhash Kumar (DIN 07905656) as a This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management For For Director material impact on minority shareholders. CORPN. LTD. HINDUSTAN Appoint R Kesavan (DIN 08202118) as Director This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management (Finance) liable to retire by rotation from 5 September For For material impact on minority shareholders. CORPN. LTD. 2019 HINDUSTAN Appoint Rakesh Misri (DIN 07340288) as Director This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management (Marketing) liable to retire by rotation from 17 For For material impact on minority shareholders. CORPN. LTD. October 2019 HINDUSTAN Approve payment of Rs.400,000 as remuneration to This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management cost auditors, ABK & Associates and Dhananjay V Joshi For For material impact on minority shareholders. CORPN. LTD. & Associates, for FY21 HINDUSTAN Approve related party transactions amounting to This is a normal course of business and has no July- Sep'2020 16-Sep-2020 PETROLEUM AGM Management For For Rs.440.0 bn with HPCL Mittal Energy Limited in FY22 material impact on minority shareholders. CORPN. LTD. SOLAR INDUSTRIES Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management For For INDIA LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

SOLAR INDUSTRIES Declare final dividend of Rs. 6.0 per share (face value This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management For For INDIA LTD. Rs. 2.0) for FY20 material impact on minority shareholders.

SOLAR INDUSTRIES This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management Reappoint Suresh Menon (DIN: 07104090) as Director For For INDIA LTD. material impact on minority shareholders. Appoint Sunil Srivastav (DIN: 00237561) as SOLAR INDUSTRIES This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management Independent Director for two years from 11 February For For INDIA LTD. material impact on minority shareholders. 2020 Reappoint Anil Kumar Jain (DIN: 03532932) as SOLAR INDUSTRIES This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management Executive Director for one year and revise his For For INDIA LTD. material impact on minority shareholders. remuneration Reappoint Dr. Madhu Vij (DIN: 00025006) as SOLAR INDUSTRIES This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management Independent Director for five years from 23 March For For INDIA LTD. material impact on minority shareholders. 2015 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)

SOLAR INDUSTRIES Approve remuneration of Rs. 135,000 for Khanuja This is a normal course of business and has no July- Sep'2020 16-Sep-2020 AGM Management For For INDIA LTD. Patra & Associates as cost auditors for FY21 material impact on minority shareholders. IPCA Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 17-Sep-2020 LABORATORIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD. The total dividend outflow including dividend IPCA Confirm interim dividend of Rs. 5.0 per equity share of distribution tax for FY20 is Rs. 761. 6 mn. The July- Sep'2020 17-Sep-2020 LABORATORIES AGM Management For For face value Rs. 2.0 each dividend payout ratio is 11. 7% in FY20 vs 10. 0% LTD. in FY19. Ajit Kumar Jain, 65, is the Joint Managing Director and CFO of the company. He has been with the company since 1980 and has been on the board IPCA Reappoint Ajit Kumar Jain (DIN: 00012657) as Director since 21 August 1994. He is a qualified Chartered July- Sep'2020 17-Sep-2020 LABORATORIES AGM Management For For liable to retire by rotation Accountant. He has attended 100% of the board LTD. meetings in FY20. He retires by rotation and his reappointment is in line with statutory requirements.

Pranay Godha, 48, is an Executive Director and part of the promoter group. He has two decades of experience in the field of marketing and general management. He has been on the board IPCA of the company since 11 November 2008. He has Reappoint Pranay Godha (DIN: 00016525) as Director July- Sep'2020 17-Sep-2020 LABORATORIES AGM Management For For done his B. Sc. From University of Mumbai and liable to retire by rotation LTD. MBA from the New York Institute of Technology, USA. He has attended 100% of the board meetings in FY20. He retires by rotation and his reappointment is in line with statutory requirements.

IPCA The total remuneration proposed to be paid to Approve remuneration of Rs. 0.6 mn to ABK & July- Sep'2020 17-Sep-2020 LABORATORIES AGM Management For For the cost auditors in FY21 is reasonable compared Associates, as cost auditor for FY21 LTD. to the size and scale of operations.

SUPREME Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 17-Sep-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

He retires by rotation and his reappointment is in SUPREME Reappoint V. K. Taparia (DIN: 00112567) as Executive line with statutory requirements. This is normal July- Sep'2020 17-Sep-2020 AGM Management For For INDUSTRIES LTD. Director liable to retire by rotation course of business and has no material impact for minority shareholders.

SUPREME This is normal course of business and has no July- Sep'2020 17-Sep-2020 AGM Management Authorize the board to appoint branch auditors For For INDUSTRIES LTD. material impact for minority shareholders. His reappointment is in line with statutory Reappoint Ramanathan Kannan (DIN: 00380328) as SUPREME requirements. This is normal course of business July- Sep'2020 17-Sep-2020 AGM Management Independent Director for five years from 16 For For INDUSTRIES LTD. and has no material impact for minority September 2020 shareholders. His reappointment is in line with statutory Reappoint Rajeev M. Pandia (DIN: 00021730) as SUPREME requirements. This is normal course of business July- Sep'2020 17-Sep-2020 AGM Management Independent Director for five years from 16 For For INDUSTRIES LTD. and has no material impact for minority September 2020 shareholders. SUPREME Approve remuneration of Rs. 0.5 mn to Kishore Bhatia This is normal course of business and has no July- Sep'2020 17-Sep-2020 AGM Management For For INDUSTRIES LTD. & Associates, as cost auditors for FY21 material impact for minority shareholders.

FINE ORGANIC Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 18-Sep-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

FINE ORGANIC Declare final dividend of Rs. 3.0 per equity share of This is a normal course of business and has no July- Sep'2020 18-Sep-2020 AGM Management For For INDUSTRIES LTD. face value Rs. 5.0 each for FY20 material impact on minority shareholders. 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)

FINE ORGANIC This is a normal course of business and has no July- Sep'2020 18-Sep-2020 AGM Management Reappoint Tushar Shah (DIN: 00107144), as Director For For INDUSTRIES LTD. material impact on minority shareholders.

FINE ORGANIC Ratify remuneration of Rs. 300,000 payable to Y. R. This is a normal course of business and has no July- Sep'2020 18-Sep-2020 AGM Management For For INDUSTRIES LTD. Doshi & Associates, cost auditors for FY21 material impact on minority shareholders. GREENPANEL Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 18-Sep-2020 INDUSTRIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders. LIMITED GREENPANEL Reappoint Shobhan Mittal (DIN: 00347517) as director This is normal course of business and has no July- Sep'2020 18-Sep-2020 INDUSTRIES AGM Management For For liable to retire by rotation material impact for minority share holders. LIMITED

Shiv Prakash Mittal, 70, is the Executive Chairperson, Greenpanel Industries Ltd. He is the founder of Greenply Industries Ltd. In the FY19 AGM the company sought approval for appointment of Shiv Prakash Mittal as Executive Chairperson and fixing his remuneration for five years. The company now seeks shareholder approval to pay the same remuneration, notwithstanding inadequacy of profits/ no profits, for a revised period of three years. For FY20, Approve payment of remuneration as per the terms GREENPANEL remuneration paid to Shiv Prakash Mittal was Rs. approved in the 2019 AGM as minimum remuneration July- Sep'2020 18-Sep-2020 INDUSTRIES AGM Management For For 11. 8 mn and the ratio of his remuneration to the to Shiv Prakash Mittal (DIN: 00237242), Executive LIMITED median employee remuneration was 49. 59x. His Chairperson, from 19 July 2019 till 31 March 2022 estimated proposed remuneration of Rs. 11. 8 mn is in line with the size and scale of business. In case of inadequate profits, we have assumed that he will not be paid any commission. We expect the company to be prudent and pay remuneration that is commensurate with the performance of the company. Further, as a good practice, we encourage companies to cap the absolute amount of commission payable to directors. 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)

In the FY19 AGM the company sought approval for appointment of Shobhan Mittal as Managing Director and CEO and fixing his remuneration for five years. The company now seeks shareholder approval to pay the same remuneration, notwithstanding inadequacy of profits/ no profits for a revised period of three years. In FY20 Shobhan Mittal was paid a remuneration of Rs. 26. 4 mn and the ratio of his remuneration to the median employee remuneration was 28. 22x. His Approve payment of remuneration as per the terms estimated proposed remuneration of Rs. 27. 4 mn GREENPANEL approved in the 2019 AGM as minimum remuneration is reasonable in comparison to size of the July- Sep'2020 18-Sep-2020 INDUSTRIES AGM Management For For to Shobhan Mittal (DIN: 00347517), Managing Director business and his experience. In case of LIMITED and CEO, from 19 July 2019 till 31 March 2022 inadequate profits, we have assumed that he will not be paid any commission. We expect the company to be prudent and pay remuneration that is commensurate with the performance of the company. As a good practice, we encourage companies to cap the absolute amount of commission payable to directors. The company must consider seeking shareholder approval for Shobhan Mittal’s remuneration from Greenpanel Singapore Pte. Ltd, a wholly owned subsidiary, in which he holds an executive position.

The voting has been abstained for these ZEE proposals as the shareholding in this company is Adoption of standalone and consolidated financial July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these ZEE proposals as the shareholding in this company is July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management Confirm dividend on preference shares For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these ZEE proposals as the shareholding in this company is Declare a final dividend of Rs. 0.3 per share of face July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management For Abstain through passive Schemes like Index Funds / value Re 1.0 each ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these ZEE proposals as the shareholding in this company is Reappoint Ashok Kurien (DIN: 00034035) as Non- July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management For Abstain through passive Schemes like Index Funds / Executive Non-Independent Director ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Ratify remuneration of Rs. 300,000 (plus service tax ZEE proposals as the shareholding in this company is and out of pocket expenses) for Vaibhav P Joshi & July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management For Abstain through passive Schemes like Index Funds / Associates, as cost auditors for the financial year ENTERPRISES LTD. Exchange Traded Funds/Arbitrage Funds/ ending 31 March 2020 Arbitrage positions in other Funds.

The voting has been abstained for these ZEE Appoint R Gopalan (DIN: 01624555) as Independent proposals as the shareholding in this company is July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management Director for three years from 25 November 2019 till 24 For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. November 2022 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these ZEE Appoint Piyush Pandey (DIN: 00114673) as proposals as the shareholding in this company is July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management Independent Director for three years from 24 March For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. 2020 till 23 March 2023 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these ZEE Appoint Ms. Alicia Yi (DIN: 08734283) as Independent proposals as the shareholding in this company is July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management Director for three years from 24 April 2020 till 23 April For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. 2023 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these ZEE Reappoint Punit Goenka (DIN: 00031263) as MD & CEO proposals as the shareholding in this company is July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management for five years from 1 January 2020 and fix his For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these ZEE Approve payment of commission to Non-Executive proposals as the shareholding in this company is July- Sep'2020 18-Sep-2020 ENTERTAINMENT AGM Management Director not exceeding 1% of net profits for five years For Abstain through passive Schemes like Index Funds / ENTERPRISES LTD. from FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

FINOLEX Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 19-Sep-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

FINOLEX Confirm payment of interim dividends of Rs 10 per This is normal course of business and has no July- Sep'2020 19-Sep-2020 AGM Management For For INDUSTRIES LTD. share of face value Rs 10.0 each material impact for minority shareholders. His reappointment is in line with the statutory FINOLEX Reappoint Anil V. Whabi (DIN: 00142052) as Director requirements. This is normal course of business July- Sep'2020 19-Sep-2020 AGM Management For For INDUSTRIES LTD. liable to retire by rotation and has no material impact for minority shareholders. FINOLEX Ratify remuneration of Rs. 320,000 for SR Bhargave & This is normal course of business and has no July- Sep'2020 19-Sep-2020 AGM Management For For INDUSTRIES LTD. Co as cost auditors for FY21 material impact for minority shareholders. Appoint Ms. Bhumika L. Batra (DIN: 03502004), as FINOLEX This is normal course of business and has no July- Sep'2020 19-Sep-2020 AGM Management Independent Director for five years 20 September For For INDUSTRIES LTD. material impact for minority shareholders. 2019 His appointment as Independent Director is in Appoint Dr. Deepak R. Parikh (DIN: 06504537), as FINOLEX line with all statutory requirements. This is July- Sep'2020 19-Sep-2020 AGM Management Independent Director for five years 20 September For For INDUSTRIES LTD. normal course of business and has no material 2019 impact for minority shareholders.

His appointment as Independent Director is in Appoint Pradeep R. Rathi (DIN: 00018577), as FINOLEX line with all statutory requirements. This is July- Sep'2020 19-Sep-2020 AGM Management Independent Director for five years 20 September For For INDUSTRIES LTD. normal course of business and has no material 2019 impact for minority shareholders.

His appointment as Independent Director is in Appoint Anami N. Roy (DIN: 01361110), as FINOLEX line with all statutory requirements. This is July- Sep'2020 19-Sep-2020 AGM Management Independent Director for five years 20 September For For INDUSTRIES LTD. normal course of business and has no material 2019 impact for minority shareholders.

The proposed NCD issue will be within the overall FINOLEX Approve issuance of non-convertible debentures on borrowing limit, which is currently Rs. 20 bn. This July- Sep'2020 19-Sep-2020 AGM Management For For INDUSTRIES LTD. private placement basis upto Rs 2.5 bn is normal course of business and has no material impact for minority shareholders.

A I A ENGINEERING Adoption of financial statements for the year ended 31 Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management For For LTD. March 2020 impact on minority shareholders. 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)

A I A ENGINEERING Confirm interim dividend of Rs. 27.0 per equity share Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management For For LTD. (face value Rs. 10.0) for FY20 impact on minority shareholders.

A I A ENGINEERING Reappoint Yashwant M. Patel (DIN 02103312) as Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management For For LTD. Director, liable to retire by rotation impact on minority shareholders. Approve related party transactions with Welcast Steels A I A ENGINEERING Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management Ltd., a 74.85 % subsidiary for purchase of goods in For For LTD. impact on minority shareholders. FY21 A I A ENGINEERING Approve remuneration of Rs. 0.4 mn for Kiran J Mehta Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management For For LTD. & Co, as cost auditors for FY21 impact on minority shareholders. Approve payment of remuneration of Rs. 2.25 mn (excluding sitting fees) to Sanjay Majmudar, Non- A I A ENGINEERING Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management Executive Director for FY20, which exceeds 50% of the For For LTD. impact on minority shareholders. total remuneration payable to all Non-Executive directors Reappoint Rajan Ramkrishna Harivallabhdas (DIN: A I A ENGINEERING 00014265) as Independent Director for five years from Normal course of business and has no material July- Sep'2020 21-Sep-2020 AGM Management For For LTD. 24 September 2020 and approve the continuation of impact on minority shareholders. his directorship after attaining the age of 75 years

BAJAJ CONSUMER Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 21-Sep-2020 AGM Management For For CARE LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

BAJAJ CONSUMER Declare final dividend of Rs.2.0 per equity share of This is normal course of business and has no July- Sep'2020 21-Sep-2020 AGM Management For For CARE LTD. Re.1 each material impact for minority shareholders.

He retires by rotation and his reappointment is in BAJAJ CONSUMER Reappoint Sumit Malhotra (DIN: 02183825) as Director line with statutory requirements. This is normal July- Sep'2020 21-Sep-2020 AGM Management For For CARE LTD. liable to retire by rotation course of business and has no material impact for minority shareholders.

Sumit Malhotra, 58, is former Managing Director, Bajaj Consumer Care. As a part of succession plan, Mr. Sumit Malhotra has demitted his office as Managing Director of the Company with effect from June 30, 2020 and will continue in the role of Director and Advisor of the Company. In FY20 Approve re-designation of Sumit Malhotra (DIN: Sumit Malhotra was paid Rs. 49. 1 mn as 02183825) as Non-Executive Director from Executive Managing Director. The company proposes to pay BAJAJ CONSUMER Director from 1 July 2020 to 30 June 2025 and fix his him remuneration not exceeding Rs. 15. 0 mn July- Sep'2020 21-Sep-2020 AGM Management For For CARE LTD. remuneration at a maximum of Rs.15 mn, being in annually for five years. His proposed excess of 50% of the total remuneration payable to all remuneration is commensurate with his Non-Executive Directors experience and responsibilities. While five years is a relatively long transition period, we recognize that Sumit Malhotra’s 16-year leadership experience at Bajaj Consumer Care will be valuable and will support transitioning to the new leadership team. This has no material impact for minority share holders.

His appointment is in line with statutory BAJAJ CONSUMER Appoint Jaideep Nandi (DIN: 06948380) as Director requirements. This is normal course of business July- Sep'2020 21-Sep-2020 AGM Management For For CARE LTD. liable to retire by rotation and has no material impact for minority shareholders. Appoint Jaideep Nandi (DIN: 06948380) as Managing BAJAJ CONSUMER This is normal course of business and has no July- Sep'2020 21-Sep-2020 AGM Management Director for five years from 1 July 2020 and fix his For For CARE LTD. material impact for minority shareholders. remuneration as minimum remuneration 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)

HONDA SIEL Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. LTD. HONDA SIEL Declare final dividend of Rs. 12.5 per equity share (face Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management For For value Rs.10.0 per share) for FY20 impact on minority shareholders. LTD. HONDA SIEL Reappoint Vinay Mittal (DIN: 05242535) as Director, Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management For For liable to retire by rotation impact on minority shareholders. LTD. HONDA SIEL Appoint Takahiro Ueda (DIN: 08685990) as Director, Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management For For liable to retire by rotation, from 1 February 2020 impact on minority shareholders. LTD. HONDA SIEL Approve remuneration of Takahiro Ueda (DIN: Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management 08685990) as CMD, President and CEO for five years For For impact on minority shareholders. LTD. from 1 February 2020 as minimum remuneration HONDA SIEL Appoint Ravi Prakash Mehrotra (DIN: 06823899) as Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management Independent Director for five years from 31 March For For impact on minority shareholders. LTD. 2020 HONDA SIEL Approve revision in remuneration of Vinay Mittal (DIN: Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management 05242535), Whole Time Director from 1 April 2020 to For For impact on minority shareholders. LTD. 31 March 2021 as minimum remuneration HONDA SIEL Ratify remuneration of Rs.126,000 for Rakesh Singh & Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management For For Co as cost auditors for FY21 impact on minority shareholders. LTD. HONDA SIEL Approve related party transactions for during the Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management For For period from 1 April 2019 till 31 March 2022 impact on minority shareholders. LTD. HONDA SIEL Appoint Masaaki Morita (DIN: 08745418) as Non- Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management Executive Non-Independent Director Director from 1 For For impact on minority shareholders. LTD. September 2020 till the conclusion of the FY21 AGM HONDA SIEL Re-designate Hiroyoshi Sugimizu (DIN: 06848213) to Normal course of business and has no material July- Sep'2020 21-Sep-2020 POWER PRODUCTS AGM Management Non-Executive Non-Independent Director from 30 For For impact on minority shareholders. LTD. August 2020 to 31 August 2020 The voting has been abstained for these proposals as the shareholding in this company is INDIAN OIL Adoption of standalone and consolidated financial July- Sep'2020 21-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDIAN OIL Confirm interim dividend of Rs. 4.25 per equity share July- Sep'2020 21-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. of face Rs.10 each for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDIAN OIL Reappoint G. K. Satish (DIN: 06932170) as Director, July- Sep'2020 21-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDIAN OIL Reappoint Gurmeet Singh (DIN: 08093170) as Director, July- Sep'2020 21-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these Appoint Shrikant Madhav Vaidya (DIN: 06995642) as proposals as the shareholding in this company is INDIAN OIL July- Sep'2020 21-Sep-2020 AGM Management Whole-time Director and to designate him as For Abstain through passive Schemes like Index Funds / CORPN. LTD. Chairperson from 14 October 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Ms. Lata Usendi (DIN: 07384547) as proposals as the shareholding in this company is INDIAN OIL July- Sep'2020 21-Sep-2020 AGM Management Independent Director for a term of three years from 6 For Abstain through passive Schemes like Index Funds / CORPN. LTD. November 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve increase in borrowing limits and for creation proposals as the shareholding in this company is INDIAN OIL July- Sep'2020 21-Sep-2020 AGM Management of charge on the assets of the company to Rs.1.65 tn For Abstain through passive Schemes like Index Funds / CORPN. LTD. from Rs. 1.10 tn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDIAN OIL Ratify the remuneration of Rs. 2.02 mn payable to cost July- Sep'2020 21-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these G M R proposals as the shareholding in this company is Adoption of financial statements for the year ended 31 July- Sep'2020 21-Sep-2020 INFRASTRUCTURE AGM Management For Abstain through passive Schemes like Index Funds / March 2020 LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these G M R proposals as the shareholding in this company is Reappoint G.B.S. Raju (DIN:00061686) as Director, July- Sep'2020 21-Sep-2020 INFRASTRUCTURE AGM Management For Abstain through passive Schemes like Index Funds / liable to retire by rotation LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these G M R proposals as the shareholding in this company is Appoint Suresh Lilaram Narang (DIN:08734030) as an July- Sep'2020 21-Sep-2020 INFRASTRUCTURE AGM Management For Abstain through passive Schemes like Index Funds / Independent Director for five years from 22 April 2020 LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these G M R proposals as the shareholding in this company is Ratify remuneration of Rs. 125,000 to Rao, Murthy & July- Sep'2020 21-Sep-2020 INFRASTRUCTURE AGM Management For Abstain through passive Schemes like Index Funds / Associates as cost auditors for FY21 LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these G M R proposals as the shareholding in this company is To issue equity or equity-linked securities for an July- Sep'2020 21-Sep-2020 INFRASTRUCTURE AGM Management For Abstain through passive Schemes like Index Funds / amount up to Rs. 50.0 bn in one or more tranches LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. ADOR WELDING Adoption of standalone financial statements for the Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. year ended 31 March 2020 impact on minority shareholders. ADOR WELDING Adoption of consolidated financial statements for the Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. year ended 31 March 2020 impact on minority shareholders. ADOR WELDING Confirm interim dividend of Rs. 6.5 per equity share of Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. face value Rs. 10.0 each as final dividend for FY20 impact on minority shareholders. ADOR WELDING Reappoint Ravin Mirchandani (DIN: 00175501) as Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. Director, liable to retire by rotation impact on minority shareholders. 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)

ADOR WELDING Reappoint Walker Chandiok & Co. LLP as Statutory Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. Auditors for five years and fix their remuneration impact on minority shareholders.

ADOR WELDING Ratify remuneration payable to Rs. 450,000 to cost Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. auditors Kishore Bhatia & Associates for FY21 impact on minority shareholders.

Appoint Ms. Tanya H Advani (DIN: 08586636) as Non- ADOR WELDING Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management Executive Non-Independent Director, liable to retire by For For LTD. impact on minority shareholders. rotation from 19 November 2019 Appoint Ms. Nita Dempo Mirchandani (DIN: 01103973) ADOR WELDING Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management as an Independent Director from 1 April 2020 to 9 For For LTD. impact on minority shareholders. November 2024 Reappoint Manoj K. Maheshwari (DIN: 00012341) as ADOR WELDING Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management an Independent Director from 28 July 2019 to 22 For For LTD. impact on minority shareholders. August 2022 Re-designate Ms. Ninotchka Malkani Nagpal (DIN: ADOR WELDING Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management 00031985) as Executive Chairperson from 19 For For LTD. impact on minority shareholders. November 2019 Re-designate and appoint Deep Lalvani (DIN: ADOR WELDING Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management 01771000) as Whole-time Director for three years For For LTD. impact on minority shareholders. from 19 November 2019 and fix his remuneration Approve remuneration payable to Executive Directors ADOR WELDING who are promoters, in excess of limits prescribed Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management For For LTD. under regulation 17(6)(e) of SEBI LODR till the tenure impact on minority shareholders. of their current terms Approve change of place of keeping register of ADOR WELDING Normal course of business and has no material July- Sep'2020 22-Sep-2020 AGM Management members and other records by Registrar & Share For For LTD. impact on minority shareholders. Transfer Agents POWER GRID Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. LTD. POWER GRID Confirm interim dividend of Rs. 5.96 and declare final Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management dividend of Rs. 4.04 per equity share of face value Rs. For For impact on minority shareholders. LTD. 10.0 for FY20 POWER GRID Reappoint Ms. Seema Gupta (DIN: 06636330) as Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management For For Director, liable to retire by rotation impact on minority shareholders. LTD. POWER GRID Authorise board to fix remuneration of joint statutory Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management auditors to be appointed by the Comptroller and For For impact on minority shareholders. LTD. Auditor General of India for FY21 POWER GRID Appoint Vinod Kumar Singh (DIN: 08679313) as Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management For For Director (Personnel) from 1 February 2020 impact on minority shareholders. LTD. POWER GRID Appoint Mohammed Taj Mukarrum (DIN: 08097837) Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management For For as Director (Finance) from 4 July 2020 impact on minority shareholders. LTD. Ratify remuneration of Rs. 250,000 for Dhananjay V. Joshi & Associates and Bandyopadhyaya Bhaumik & POWER GRID Co. as joint cost auditors for FY21 and approve Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management For For additional remuneration of Rs. 12,500 for Dhananjay V. impact on minority shareholders. LTD. Joshi & Associates., the lead cost auditor for consolidated of cost audit reports POWER GRID Approve private placement of non-convertible Normal course of business and has no material July- Sep'2020 22-Sep-2020 CORPN. OF INDIA AGM Management debentures (NCDs)/bonds/other debtsecurities For For impact on minority shareholders. LTD. aggregating to Rs.100.0 bn in up to 20 tranches Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders. 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)

Confirm interim dividend of Rs. 6.4 per equity share of This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management For For face value Rs. 10.0 each material impact on minority shareholders.

Reappoint Ashish Chatterjee (DIN: 07688473) as This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management For For Director liable to retire by rotation material impact on minority shareholders.

Reappoint A. K. Tiwari (DIN: 07654612) as Director This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management For For (Finance) liable to retire by rotation material impact on minority shareholders.

Authorise the board to fix remuneration of joint This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management statutory auditors appointed by the Comptroller and For For material impact on minority shareholders. Auditor General of India for FY21 Appoint E. S. Ranganathan (DIN: 07417640) as Director (Marketing) liable to retire by rotation from 1 July This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management For For 2020 on terms and conditions set out by the material impact on minority shareholders. Government of India Ratify remuneration of Rs. 2.3 mn to as cost auditors This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management For For for FY20 material impact on minority shareholders.

Ratify related party transaction of Rs. 209.3 bn for FY20 (based on actual transactions during FY20 This is a normal course of business and has no July- Sep'2020 22-Sep-2020 G A I L (INDIA) LTD. AGM Management including shareholders’ approval for Rs. 202.5 bn) and For For material impact on minority shareholders. approve a related party transaction limit of Rs. 194.2 bn for FY21 with Petronet LNG Ltd.

Adoption of standalone and consolidated financial INFO EDGE (INDIA) This is normal course of business and has no July- Sep'2020 22-Sep-2020 AGM Management statements and report of board of directors and For For LTD. material impact for minority shareholders. auditors for the year ended 31 March 2020 The total dividend outflow for FY20 is Rs. 1. 1 bn. INFO EDGE (INDIA) Confirm interim dividend aggregating to Rs. 6.0 per July- Sep'2020 22-Sep-2020 AGM Management For For The dividend pay-out ratio is 58. 7% in FY20 vs 31. LTD. equity share (face value Rs. 10.0) for FY20 3% in FY19. Chintan Thakkar, 53, is the CFO and has been on INFO EDGE (INDIA) Reappoint Chintan Thakkar (DIN: 00678173) as the board since 16 October 2014 His July- Sep'2020 22-Sep-2020 AGM Management For For LTD. Director appointment is in line with statutory requirements. The company proposes to appoint branch auditors to conduct the audit of accounts of INFO EDGE (INDIA) Authorise the board to appoint branch auditors to July- Sep'2020 22-Sep-2020 AGM Management For For branch offices situated in countries other than LTD. audit foreign branches for FY21 India for FY21 at remuneration fixed by the board. In the past five years, commission paid to non- Approve payment of commission not exceeding 1% of executive directors has been in the range of 0. 2 INFO EDGE (INDIA) July- Sep'2020 22-Sep-2020 AGM Management net profits to Non-Executive Directors for a period of For For % to 0. 3%. However, companies must set a cap in LTD. five years from financial year starting 1 April 2021 absolute terms on the commission that will be paid to the non-executive directors. 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)

Sanjeev Bikhchandani is the promoter and founder of Naukri. Com. He has been on board since 1995. The proposed remuneration of Sanjeev Bikhchandani is estimated to range between Rs. 26. 7 mn to Rs. 30. 7 mn, variable component in the form of performance incentive is 28% to 37%. The performance parameters that Reappoint Sanjeev Bikhchandani (DIN: 00065640), as determine performance incentive have not been INFO EDGE (INDIA) July- Sep'2020 22-Sep-2020 AGM Management Executive Vice-Chairperson and Whole-Time Director For For disclosed in the remuneration structure. LTD. for a period of five years from 27 April 2021 However, we note that it is dependent on the performance of the company, reflected in no bonus being paid in FY20 due to a depressed performance. We expect the company to cap the absolute amount of performance incentive payable. Nevertheless, his proposed remuneration is commensurate with the size and scale of the business and comparable with peers.

Hitesh Oberoi is the co-promoter of the company. He has been on the board since 2001. The proposed remuneration of Hitesh Oberoi is estimated to range between Rs. 26. 7 mn to Rs. 30. 7 mn, variable component in the form of performance incentive is 28% to 37%. The performance parameters that determine Reappoint Hitesh Oberoi (DIN: 01189953), as performance incentive have not been disclosed in INFO EDGE (INDIA) July- Sep'2020 22-Sep-2020 AGM Management Managing Director and Chief Executive Officer for a For For the remuneration structure. However, we note LTD. period of five years from 27 April 2021 that it is dependent on the performance of the company, reflected in no bonus being paid in FY20 due to a depressed performance. We expect the company to cap the absolute amount of performance incentive payable. Nevertheless, his proposed remuneration is commensurate with the size and scale of the business and comparable with peers.

Approve continuation of Saurabh Srivastava (DIN: INFO EDGE (INDIA) This is normal course of business and has no July- Sep'2020 22-Sep-2020 AGM Management 00380453) as Independent Director after he attains For For LTD. material impact for minority shareholders. the age of 75 years Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders.

Confirm interim dividend of Rs.12.0 per equity share of This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management For For Rs.10 each, as final dividend material impact on minority shareholders.

This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management Reappoint Binay Dayal (DIN: 07367625) as Director For For material impact on minority shareholders.

Create a board position for Director (Business This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management For For Development) material impact on minority shareholders. Appoint Pramod Agarwal (DIN: 00279727) as Director This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management designated as Chairperson and Managing Director For For material impact on minority shareholders. from 1 February 2020 Appoint VK Tiwari (DIN: 03575641) as Non-Executive This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management For For Non-Independent Director from 29 November 2019 material impact on minority shareholders. Appoint SN Tiwary (DIN: 07911040) as Director This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management designated as Director (Marketing) from 1 December For For material impact on minority shareholders. 2020 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)

Appoint Ms. Yatinder Prasad (DIN: 08564506) as Non- This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management Executive Non-Independent Director from 24 August For For material impact on minority shareholders. 2020 Ratify remuneration of Rs.400,000 paid to Dhananjay This is a normal course of business and has no July- Sep'2020 23-Sep-2020 COAL INDIA LTD. AGM Management For For V. Joshi & Associates, cost accountants for FY20 material impact on minority shareholders.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT FORGE Adoption of standalone and consolidated financial July- Sep'2020 23-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT FORGE Confirm interim dividends aggregating Rs. 3.5 per July- Sep'2020 23-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. equity share of face value Rs. 2.0 each for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT FORGE Reappoint G. K. Agarwal (DIN: 00037678) as Director, July- Sep'2020 23-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT FORGE Reappoint S. E. Tandale (DIN: 00266833) as Director, July- Sep'2020 23-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Kishore M. Saletore (DIN: 01705850) as proposals as the shareholding in this company is BHARAT FORGE July- Sep'2020 23-Sep-2020 AGM Management Executive Director for five years from 2 February 2020 For Abstain through passive Schemes like Index Funds / LTD. to 1 February 2025 and fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT FORGE Approve remuneration of Rs. 1.2 mn payable to July- Sep'2020 23-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Dhananjay V. Joshi & Associates, cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

PRINCE PIPES AND Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. March 2020 material impact for minority shareholders.

He retires by rotation and his reappointment is in PRINCE PIPES AND Reappoint Vipul Chheda (DIN: 00013234) as Director line with statutory requirements. This is normal July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. liable to retire by rotation course of business and has no material impact for minority shareholders. Reappoint Jayant Chheda (DIN: 00013206) as PRINCE PIPES AND Chairperson and Managing Director for another term This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. of three years from 21 August 2020 and fix his material impact for minority shareholders. remuneration as minimum remuneration Reappoint Parag Chheda (DIN: 00013222) as Joint PRINCE PIPES AND Managing Director for another term of three years This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. from 21 August 2020 and fix his remuneration as material impact for minority shareholders. minimum remuneration Reappoint Vipul Chheda (DIN: 00013234) as Executive PRINCE PIPES AND Director for another term of three years from 21 This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. August 2020 and fix his remuneration as minimum material impact for minority shareholders. remuneration 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)

Ratify Ms. Heena Chheda to a place of profit upto 30 September 2020 and appoint to a place of place of PRINCE PIPES AND This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management profit for three years from 1 October 2020 and fix her For For FITTINGS LTD. material impact for minority shareholders. remuneration at an amount upto Rs. 7.9 mn per annum Ratify Nihar Chheda to a place of profit upto 30 PRINCE PIPES AND September 2020 and appoint to a place of profit for This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. three years from 1 October 2020 fix his remuneration material impact for minority shareholders. at an amount upto Rs. 5.6 mn per annum His reappointment meets all statutory Reappoint Ramesh Chandak (DIN: 00026581) as PRINCE PIPES AND requirements. This is normal course of business July- Sep'2020 23-Sep-2020 AGM Management Independent Director for his second term of three For For FITTINGS LTD. and has no material impact for minority years from 16 September 2020 shareholders. His reappointment meets all statutory Reappoint Mohinder Pal Bansal (DIN: 01626343) as PRINCE PIPES AND requirements. This is normal course of business July- Sep'2020 23-Sep-2020 AGM Management Independent Director for his second term of three For For FITTINGS LTD. and has no material impact for minority years from 16 September 2020 shareholders. Her reappointment meets all statutory Reappoint Ms. Uma Mandavgane (DIN: 03156224) as PRINCE PIPES AND requirements. This is normal course of business July- Sep'2020 23-Sep-2020 AGM Management Independent Director for his second term of three For For FITTINGS LTD. and has no material impact for minority years from 16 September 2020 shareholders. His reappointment meets all statutory Appoint Rajendra Gogri (DIN: 00061003) as PRINCE PIPES AND requirements. This is normal course of business July- Sep'2020 23-Sep-2020 AGM Management Independent Director for a term of three years from For For FITTINGS LTD. and has no material impact for minority 25 June 2020 shareholders. Appoint Satish Chavva (DIN: 03615175) as Non- PRINCE PIPES AND This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management Executive Non-Independent Director, not liable to For For FITTINGS LTD. material impact for minority shareholders. retire by rotation PRINCE PIPES AND Ratify remuneration of Rs. 330,000 payable to Ketki D. This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management For For FITTINGS LTD. Visariya as cost auditors for FY21 material impact for minority shareholders.

PRINCE PIPES AND This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management Approve alteration of Articles of Association (AoA) For For FITTINGS LTD. material impact for minority shareholders. Approve change in place of keeping Registers and PRINCE PIPES AND This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management Returns etc. at a place other than the registered office For For FITTINGS LTD. material impact for minority shareholders. of the company Approval to charge fees from shareholders to deliver PRINCE PIPES AND This is normal course of business and has no July- Sep'2020 23-Sep-2020 AGM Management documents in a particular mode requested by the For For FITTINGS LTD. material impact for minority shareholders. members The voting has been abstained for these proposals as the shareholding in this company is Adoption of standalone and consolidated financial July- Sep'2020 23-Sep-2020 D L F LTD. AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Confirm payment of interim dividend of Rs 1.2 per proposals as the shareholding in this company is July- Sep'2020 23-Sep-2020 D L F LTD. AGM Management share and declare final dividend of Rs. 0.8 per share of For Abstain through passive Schemes like Index Funds / face value Rs 2.0 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Reappoint Ashok Kumar Tyagi (DIN 00254161) as July- Sep'2020 23-Sep-2020 D L F LTD. AGM Management For Abstain through passive Schemes like Index Funds / Director liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is Reappoint Devinder Singh (DIN 02569464) as Director July- Sep'2020 23-Sep-2020 D L F LTD. AGM Management For Abstain through passive Schemes like Index Funds / liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Ratify remuneration of Rs. 375,000 for R.J. Goel & Co. July- Sep'2020 23-Sep-2020 D L F LTD. AGM Management For Abstain through passive Schemes like Index Funds / as cost auditors for FY20 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Ms. Savitri Devi Singh, (daughter of proposals as the shareholding in this company is July- Sep'2020 23-Sep-2020 D L F LTD. AGM Management Chairperson), as Executive Director-London Office to For Abstain through passive Schemes like Index Funds / assume office of profit and to fix her remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. ENTERTAINMENT Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management For For year ended 31 March 2020 material impact for minority shareholders. LTD. ENTERTAINMENT Adoption of consolidated financial statements for the This is normal course of business and has no July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management For For year ended 31 March 2020 material impact for minority shareholders. LTD. ENTERTAINMENT Declare final dividend of Re. 1.0 per equity share (face This is normal course of business and has no July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management For For value of Rs. 10) material impact for minority shareholders. LTD. He retires by rotation and his reappointment is in ENTERTAINMENT Reappoint Vineet Jain (DIN: 00003962) as Non- line with the statutory requirements. This is July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management For For Executive Non-Independent Director normal course of business and has no material LTD. impact for minority shareholders. ENTERTAINMENT Ratify remuneration of Rs. 325,000 for R. Nanabhoy & This is normal course of business and has no July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management For For Co. as cost auditors for FY21 material impact for minority shareholders. LTD. The issuance will be within the approved ENTERTAINMENT Approve issuance of debt securities on a private borrowing limit of Rs. 10 bn. This is normal course July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management For For placement basis within the overall borrowing limits of business and has no material impact for LTD. minority shareholders. ENTERTAINMENT Pay higher of up to 1% of net profits or Rs. 1.5 mn per This is normal course of business and has no July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management director p.a. as commission to non-executive directors For For material impact for minority shareholders. LTD. for five years from FY21 ENTERTAINMENT Approve related party transactions with Bennett, This is normal course of business and has no July- Sep'2020 23-Sep-2020 NETWORK (INDIA) AGM Management Coleman and Company Limited (BCCL) aggregating Rs. For For material impact for minority shareholders. LTD. 2.0 bn annually for five years from FY21

INDOCO REMEDIES Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

INDOCO REMEDIES Declare final dividend of Re. 0.3 per equity share (Face The total dividend for FY20 is Re. 0. 3 per equity July- Sep'2020 24-Sep-2020 AGM Management For For LTD. Value: Rs.2.0 per share) share. The total dividend outflow is Rs 27. 6 mn.

Ms. Aditi Panandikar is the Managing Director and part of the promoter group. She has INDOCO REMEDIES Reappoint Ms. Aditi Panandikar (DIN: 00179113) as July- Sep'2020 24-Sep-2020 AGM Management For For attended 100% of board meetings in FY20. She LTD. Director liable to retire by rotation retires by rotation. Her reappointment is in line with statutory requirements. Ms. Vasudha V Kamat, 68, is the former Vice Appoint Ms. Vasudha V Kamat (DIN: 07500096) as an Chancellor of SNDT Women’s University. She was INDOCO REMEDIES July- Sep'2020 24-Sep-2020 AGM Management Independent Director for five years from 24 For For appointed to the board on 27 March 2020. Her LTD. September 2020 appointment is in line with statutory 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 remuneration proposed to be paid to the cost INDOCO REMEDIES Approve remuneration of Rs. 180,000 payable to July- Sep'2020 24-Sep-2020 AGM Management For For auditor in FY21 is reasonable compared to the LTD. Sevekari, Khare & Associates, as cost auditors for FY21 size and scale of operations.

Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders.

Confirm interim dividend of Re. 0.5 per equity share Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For and declare final dividend of Rs. 2.65 per share impact on minority shareholders. Fix remuneration of statutory auditors to be appointed Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management by the Comptroller and Auditor General (C&AG) of For For impact on minority shareholders. India for FY21 Appoint Anil Kumar Gautam (DIN: 08293632) as Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For Director (Finance) from 18 October 2019 impact on minority shareholders. Appoint Ashish Upadhyaya (DIN: 06855349) as Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management Government Nominee Director from 22 January 2020, For For impact on minority shareholders. not liable to retire by rotation Appoint Dillip Kumar Patel (DIN: 08695490) as Director Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For (Human Resources) from 1 April 2020 impact on minority shareholders. Appoint Ramesh Babu V (DIN: 08736805) as Director Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For (Operations) from 1 May 2020 impact on minority shareholders. Appoint Chandan Kumar Mondol (DIN: 08535016) as Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For Director (Commercial) from 1 August 2020 impact on minority shareholders.

Appoint Ujjwal Kanti Bhattacharya (DIN: 08734219) as Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For Director (Projects) from 28 August 2020 impact on minority shareholders. Approve alterations to the Objects Clause of Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For Memorandum of Association of the company impact on minority shareholders. Approve alterations to the Articles of Association of Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For the company impact on minority shareholders. Ratify remuneration of Rs. 4.1 mn payable to as cost Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For auditors for FY21 impact on minority shareholders. Private placement of non-convertible Normal course of business and has no material July- Sep'2020 24-Sep-2020 N T P C LTD. AGM Management For For debentures/bonds aggregating to Rs.150 bn impact on minority shareholders. Adoption of financial statements and report of board RELAXO This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management of directors and auditors for the year ended 31 March For For FOOTWEARS LTD. material impact for minority shareholders. 2020 RELAXO Ratify interim dividend of Rs. 1.25 per equity share of This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For FOOTWEARS LTD. face value Re. 1.0 each material impact for minority shareholders.

He retires by rotation and his reappointment is in RELAXO line with the statutory requirements. This is July- Sep'2020 24-Sep-2020 AGM Management Reppoint Deval Ganguly (DIN - 00152585) as Director For For FOOTWEARS LTD. normal course of business and has no material impact for minority shareholders. Reappoint Nikhil Dua (DIN: 00157919) as Whole Time RELAXO Director for a period of three years from 1 October This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For FOOTWEARS LTD. 2020 and fix his remuneration as minimum material impact for minority shareholders. remuneration Reappoint Ritesh Dua in office of profit as Executive RELAXO This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Vice President (Finance) for a period of three years For For FOOTWEARS LTD. material impact for minority shareholders. from 1 October 2020 and fix his remuneration

Reappoint Gaurav Dua in office of profit as Executive RELAXO This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Vice President (Marketing) for a period of three years For For FOOTWEARS LTD. material impact for minority shareholders. from 1 October 2020 and fix his remuneration

Reappoint Nitin Dua in office of profit as Executive Vice RELAXO This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management President (Retail) for a period of three years from 1 For For FOOTWEARS LTD. material impact for minority shareholders. October 2020 and fix his remuneration 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)

Reappoint Rahul Dua in office of profit as Assistant RELAXO Executive Vice President (Manufacturing) for a period This is normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For FOOTWEARS LTD. of three years from 1 October 2020 and fix his material impact for minority shareholders. remuneration This is in normal course of business and does not Adoption of standalone and consolidated financial July- Sep'2020 24-Sep-2020 M R F LTD. AGM Management For For have any material impact on minority statements for the year ended 31 March 2020 shareholders. The company paid two interim dividends of Rs. 3. 0 each and proposes to pay a final dividend of Rs. 94. 0 per equity share, a total of Rs 100. 0 per Declare final dividend of Rs. 94.0 per equity share of July- Sep'2020 24-Sep-2020 M R F LTD. AGM Management For For share (Rs. 60. 0 in FY19 and FY18). The total Rs. 10.0 each dividend for FY20, including interim dividend and dividend tax on interim dividend is Rs. 424. 2 mn and dividend payout ratio is 3. 1%.

Varun Mammen, 38, is part of the promoter family and Whole-time Director of the company. Reappoint Varun Mammen (DIN: 07804025) as July- Sep'2020 24-Sep-2020 M R F LTD. AGM Management For For He attended 100% of the board meetings in FY20. Director, liable to retire by rotation His reappointment as director, liable to retire by rotation, meets all statutory requirements.

Ms. Cibi Mammen, 49, is part of the promoter family and Non-Executive Director of the company. She attended 75% of the board meetings in FY20. Her reappointment as director, Reappoint Ms. Cibi Mammen (DIN: 00287146) as liable to retire by rotation, meets all statutory July- Sep'2020 24-Sep-2020 M R F LTD. AGM Management For For Director, liable to retire by rotation requirements. Given that Ms. Cibi Mammen is on the board of 9 other unlisted companies, the board must ascertain her ability to devote sufficient time to her responsibilities as a non- executive director of MRF Limited.

The total remuneration proposed to be paid to Approve remuneration of Rs. 840,000 payable to C. July- Sep'2020 24-Sep-2020 M R F LTD. AGM Management For For the cost auditors in FY21 is reasonable compared Govindan Kutty, cost auditor for FY21 to the size and scale of the company’s operations. Adoption of financial statements and report of board MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management of directors and auditors for the year ended 31 March For For LTD material impact on minority shareholders. 2020 Confirm interim dividend of Rs. 9.5 per equity share MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management and declare a final dividend of Rs. 10.5 per equity For For LTD material impact on minority shareholders. share and special dividend of Rs.15.0 per equity share

MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Reappoint Sanjib Datta (DIN: 07008785) as Director For For LTD material impact on minority shareholders. Ratify remuneration of Rs. 345,000 payable to M/s. MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Dhananjay V. Joshi & Associates, as cost auditors for For For LTD material impact on minority shareholders. FY21 Approve related party transactions aggregating Rs. MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management 25.0 bn in FY22 with GAIL (India) Limited and Petronet For For LTD material impact on minority shareholders. LNG Limited Appoint Syed S. Hussain (DIN: 00209117) as MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Independent Director for a period of three years from For For LTD material impact on minority shareholders. 09 September 2019 Reappoint Radhika Haribhakti (DIN: 02409519) as MAHANAGAR GAS This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Independent Director for a period of three years from For For LTD material impact on minority shareholders. 05 March 2020 MAHANAGAR GAS Appoint Manoj Jain (DIN: 07556033) as Non-Executive - This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For LTD Non-Independent Director, liable to retire by rotation material impact on minority shareholders. 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)

Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders.

Declare final dividend of Rs. 1.25 per equity share of This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management For For face value Rs. 2.0 each material impact on minority shareholders. Reappoint Milind Torawane (DIN: 03632394) as Non- This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management Executive Non-Independent Director liable to retire by For For material impact on minority shareholders. rotation Authorise the board to fix remuneration of statutory This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management auditors appointed by the Comptroller and Auditor For For material impact on minority shareholders. General of India for FY21

Appoint Anil Mukim (DIN: 02842064) as Chairperson This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management For For liable to retire by rotation from 1 April 2020 material impact on minority shareholders. Appoint Ms. Sunaina Tomar (DIN: 03435543) as Non- This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management Executive Non-Independent Director liable to retire by For For material impact on minority shareholders. rotation from 8 January 2020 Appoint Sanjeev Kumar (DIN: 03600655) as Managing This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management Director from 18 December 2019, not liable to retire For For material impact on minority shareholders. by rotation Approve remuneration of Rs. 0.1 mn to Ashish Bhavsar This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management For For & Associates, as cost auditor for FY21 material impact on minority shareholders. Appoint Ms. Manjula Subramaniam (DIN: 00085783) as This is a normal course of business and has no July- Sep'2020 24-Sep-2020 GUJARAT GAS LTD. AGM Management Independent Director for five years from 28 August For For material impact on minority shareholders. 2020 GUJARAT STATE Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For PETRONET LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

GUJARAT STATE Declare final dividend of Rs. 2.0 per equity share of This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For PETRONET LTD. face value Rs. 10.0 each material impact on minority shareholders.

Reappoint Sanjeev Kumar (DIN: 03600655) as Director GUJARAT STATE This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management not liable to retire by rotation unless the constitution For For PETRONET LTD. material impact on minority shareholders. of the board requires otherwise

Authorise the board to fix remuneration of statutory GUJARAT STATE This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management auditors appointed by the Comptroller and Auditor For For PETRONET LTD. material impact on minority shareholders. General of India for FY21

GUJARAT STATE Appoint Anil Mukim (DIN: 02842064) as Chairperson This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For PETRONET LTD. and Managing Director, not liable to retire by rotation material impact on minority shareholders. Appoint Pankaj Joshi (DIN: 01532892) as Non- GUJARAT STATE This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Executive Non-Independent Director liable to retire by For For PETRONET LTD. material impact on minority shareholders. rotation Appoint Ms. Sunaina Tomar (DIN: 03435543) as Non- GUJARAT STATE This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Executive Non-Independent Director liable to retire by For For PETRONET LTD. material impact on minority shareholders. rotation Reappoint Dr. Sudhir Kumar Jain (DIN: 03646016) as GUJARAT STATE This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Independent Director for five years from 23 October For For PETRONET LTD. material impact on minority shareholders. 2020 Reappoint Bhadresh Mehta (DIN: 02625115) as GUJARAT STATE This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management Independent Director for five years from 23 October For For PETRONET LTD. material impact on minority shareholders. 2020 GUJARAT STATE Approve remuneration of Rs. 0.1 mn for N. D. Birla & This is a normal course of business and has no July- Sep'2020 24-Sep-2020 AGM Management For For PETRONET LTD. Co. as cost auditors for FY21 material impact on minority shareholders. 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 voting has been abstained for these SBI LIFE proposals as the shareholding in this company is Adoption of financial statements for the year ended 31 July- Sep'2020 24-Sep-2020 INSURANCE AGM Management For Abstain through passive Schemes like Index Funds / March 2020 COMPANY LTD Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Ratify appointment of SK Patodia & Associates and SC The voting has been abstained for these SBI LIFE Bapna & Associates as joint statutory auditors by the proposals as the shareholding in this company is July- Sep'2020 24-Sep-2020 INSURANCE AGM Management Comptroller and Auditor General of India at an For Abstain through passive Schemes like Index Funds / COMPANY LTD aggregate remuneration of Rs.5.7 mn (plus out of Exchange Traded Funds/Arbitrage Funds/ pocket expenses) for FY21 Arbitrage positions in other Funds.

The voting has been abstained for these SBI LIFE Appoint Mahesh Kumar Sharma as Managing Director proposals as the shareholding in this company is July- Sep'2020 24-Sep-2020 INSURANCE AGM Management and CEO (DIN: 08740737) for three years from 9 May For Abstain through passive Schemes like Index Funds / COMPANY LTD 2020 and fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these SBI LIFE Reappoint Deepak Amin (DIN: 01289453) as proposals as the shareholding in this company is July- Sep'2020 24-Sep-2020 INSURANCE AGM Management Independent Director for three years from 7 For Abstain through passive Schemes like Index Funds / COMPANY LTD September 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these SBI LIFE Appoint Ms. Sunita Sharma (DIN: 02949529) as proposals as the shareholding in this company is July- Sep'2020 24-Sep-2020 INSURANCE AGM Management Independent Director for three years from 20 August For Abstain through passive Schemes like Index Funds / COMPANY LTD 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these SBI LIFE Appoint Ashutosh Pednekar (DIN: 00026049) as proposals as the shareholding in this company is July- Sep'2020 24-Sep-2020 INSURANCE AGM Management Independent Director for three years from 20 August For Abstain through passive Schemes like Index Funds / COMPANY LTD 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these SBI LIFE Appoint Narayan K. Seshadri (DIN: 00053563) as proposals as the shareholding in this company is July- Sep'2020 24-Sep-2020 INSURANCE AGM Management Independent Director for three years from 20 August For Abstain through passive Schemes like Index Funds / COMPANY LTD 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Vishal Mahadevia (DIN: 01035771) as a Non- proposals as the shareholding in this company is APOLLO TYRES July- Sep'2020 24-Sep-2020 Postal Ballot Management Executive Non-Independent Director liable to retire by For Abstain through passive Schemes like Index Funds / LTD. rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is APOLLO TYRES Approve issuance of Non-Convertible Debentures July- Sep'2020 24-Sep-2020 Postal Ballot Management For Abstain through passive Schemes like Index Funds / LTD. (NCDs) on a private placement basis up to Rs. 10.0 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is APOLLO TYRES Approve amendment and adopt a new set of Articles July- Sep'2020 24-Sep-2020 Postal Ballot Management For Abstain through passive Schemes like Index Funds / LTD. of Association Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these Approve issuance of 6.34% 54.0 mn compulsorily proposals as the shareholding in this company is APOLLO TYRES convertible preference shares (CCPS) aggregating Rs. July- Sep'2020 24-Sep-2020 Postal Ballot Management For Abstain through passive Schemes like Index Funds / LTD. 5.4 bn on a preferential basis to Emerald Sage Exchange Traded Funds/Arbitrage Funds/ Investment Ltd. Arbitrage positions in other Funds.

The voting has been abstained for these Approve revision in remuneration upto a maximum of proposals as the shareholding in this company is APOLLO TYRES July- Sep'2020 24-Sep-2020 Postal Ballot Management Rs. 60 mn for Satish Sharma (DIN: 07527148) as Whole- For Abstain through passive Schemes like Index Funds / LTD. time director for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Vinod Rai (DIN: 00041867) as an proposals as the shareholding in this company is APOLLO TYRES July- Sep'2020 24-Sep-2020 Postal Ballot Management Independent Director for five years from 9 February For Abstain through passive Schemes like Index Funds / LTD. 2021 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. APOLLO Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. ENTERPRISE LTD. The company paid an interim dividend of Rs. 3. 75 per share and proposes to pay a final dividend of APOLLO Confirm interim dividend of Rs. Rs. 3.25 per share and Rs. 2. 75 per equity share, taking total dividend to July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management declare final dividend of Rs. 2.75 per equity share (FV For For Rs 6. 0 per share (Rs. 6. 0 per share in FY19). The ENTERPRISE LTD. Rs.5.0 per share) total dividend outflow including dividend tax for FY20 is Rs. 927. 7 mn. The dividend payout ratio is 19. 7% (FY19: 33. 2%). Ms. Sangita Reddy belongs to the promoter family APOLLO and is the Joint MD. She attended 80% of the Reappoint Ms. Sangita Reddy (DIN 00006285) as July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management For For board meetings in FY20. She retires by rotation Director liable to retire by rotation ENTERPRISE LTD. and her reappointment is in line with statutory requirements. APOLLO Reappoint Ms. Preetha Reddy (DIN: 00001871) as This is normal course of business and has no July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management Executive Vice-Chairperson for a period of five years For For material impact for minority shareholders. ENTERPRISE LTD. from 3 February 2021 and fix her remuneration APOLLO Reappoint Ms. Suneeta Reddy (DIN: 00001873) as This is normal course of business and has no July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management Managing Director for a period of five years from 3 For For material impact for minority shareholders. ENTERPRISE LTD. February 2021 and fix her remuneration APOLLO Reappoint Ms. Sangita Reddy (DIN 00006285) as Joint This is normal course of business and has no July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management Managing Director for a period of five years from 3 For For material impact for minority shareholders. ENTERPRISE LTD. February 2021 and fix her remuneration Approve payment of remuneration in excess of regulatory thresholds to Dr. Prathap C Reddy APOLLO (DIN:00003654), Ms. Preetha Reddy (DIN: 00001871), This is normal course of business and has no July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management Ms. Suneeta Reddy (DIN: 00001873), Ms. Sangita For For material impact for minority shareholders. ENTERPRISE LTD. Reddy (DIN: 00006285) and Ms. Shobana Kamineni (DIN: 00003836) from FY21 till the expiry of their current terms APOLLO Issue secured/unsecured redeemable non-convertible The non-convertible debentures will be carved July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management For For debentures up to Rs. 5.0 bn via private placement out of the approved borrowing limits. ENTERPRISE LTD. APOLLO The remuneration proposed to be paid to the cost Ratify remuneration of Rs. 1.5 mn payable to A. N. July- Sep'2020 25-Sep-2020 HOSPITALS AGM Management For For auditor in FY21 is reasonable compared to the Raman & Associates, as cost auditors for FY21 ENTERPRISE LTD. size and scale of operations. 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 voting has been abstained for these proposals as the shareholding in this company is BERGER PAINTS Adoption of financial statements for the year ended 31 July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDIA LTD. March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BERGER PAINTS Declare a final dividend of Rs. 0.3 per share (Face value July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDIA LTD. of Re.1.0) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BERGER PAINTS Reappoint Kuldip Singh Dhingra (DIN 00048406) as July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDIA LTD. Non-Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BERGER PAINTS Reappoint Gurbachan Singh Dhingra (DIN 00048465) July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDIA LTD. as Non-Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BERGER PAINTS Reappoint S. R. Batliboi & Co. LLP as statutory auditors July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / INDIA LTD. for five years and fix their remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Dr. Anoop Kumar Mittal (DIN: 05177010) as an proposals as the shareholding in this company is BERGER PAINTS July- Sep'2020 25-Sep-2020 AGM Management Independent Director for five years from 19 March For Abstain through passive Schemes like Index Funds / INDIA LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Ratify remuneration of Rs. 295,000 for N proposals as the shareholding in this company is BERGER PAINTS July- Sep'2020 25-Sep-2020 AGM Management Radhakrishnan & Co and Rs. 165,000 for Shome and For Abstain through passive Schemes like Index Funds / INDIA LTD. Banerjee, as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 25-Sep-2020 I D F C LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority share holders.

Reappoint Soumyajit Ghosh (DIN: 07698741), as This is normal course of business and has no July- Sep'2020 25-Sep-2020 I D F C LTD. AGM Management For For director liable to retire by rotation material impact for minority share holders. Appoint Ajay Sondhi (DIN: 01657614) as Independent This is normal course of business and has no July- Sep'2020 25-Sep-2020 I D F C LTD. AGM Management Director for a period of three years from 8 November For For material impact for minority share holders. 2019 Reappoint Sunil Kakar as Managing Director & CEO This is normal course of business and has no July- Sep'2020 25-Sep-2020 I D F C LTD. AGM Management from 16 July 2020 till 30 September 2022 and to fix his For For material impact for minority share holders. remuneration The voting has been abstained for these proposals as the shareholding in this company is INDUSIND BANK Adoption of financial statements for the year ended 31 July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is INDUSIND BANK Reappoint Arun Tiwari (DIN: 05345547) as director July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDUSIND BANK Reappoint Haribhakti & Co. LLP as statutory auditors July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. for FY21 and fix their remuneration at Rs 21.0 mn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Arun Tiwari (DIN: 05345547) as Part-time Non- proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Sep-2020 AGM Management Executive Chairman from 31 January 2020 upto 30 For Abstain through passive Schemes like Index Funds / LTD. January 2023 and to fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Sumant Kathpalia (DIN: 01054434) as proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Sep-2020 AGM Management Managing Director & CEO for three years from 24 For Abstain through passive Schemes like Index Funds / LTD. March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Sanjay Khatau Asher (DIN: 00008221) as proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Sep-2020 AGM Management Independent Director for four years from 10 October For Abstain through passive Schemes like Index Funds / LTD. 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Bhavna Gautam Doshi (DIN: 00400508) as proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Sep-2020 AGM Management Independent Director for four years from 14 January For Abstain through passive Schemes like Index Funds / LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Reappoint Shanker Annaswamy (DIN: 00449634) as proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Sep-2020 AGM Management Independent Director for four years from 12 January For Abstain through passive Schemes like Index Funds / LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDUSIND BANK Reappoint Dr. T. T. Ram Mohan (DIN: 00008651) as July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Independent Director for four years from 12 May 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDUSIND BANK Approve issuance of debt securities up to Rs. 200.0 bn July- Sep'2020 25-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. on private placement basis Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is INDUSIND BANK July- Sep'2020 25-Sep-2020 AGM Management Approve modification to ESOS Scheme 2007 For Abstain through passive Schemes like Index Funds / LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

P I INDUSTRIES Adopt the standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 25-Sep-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact on minority shareholders. 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)

Confirm interim dividend of Rs. 3.0 per share and P I INDUSTRIES This is a normal course of business and has no July- Sep'2020 25-Sep-2020 AGM Management declare a final dividend of Rs.1.0 per share (face value For For LTD. material impact on minority shareholders. of Re.1.0 each) Reappoint Arvind Singhal (DIN: 00092425) as Non- P I INDUSTRIES This is a normal course of business and has no July- Sep'2020 25-Sep-2020 AGM Management Executive Non-Independent Director liable to retire by For For LTD. material impact on minority shareholders. rotation P I INDUSTRIES Ratify remuneration of Rs.300,000 paid to K.G. Goyal & This is a normal course of business and has no July- Sep'2020 25-Sep-2020 AGM Management For For LTD. Co., as cost auditors for FY20 material impact on minority shareholders. Appoint Lisa J Brown (DIN: 07053317) as Independent P I INDUSTRIES This is a normal course of business and has no July- Sep'2020 25-Sep-2020 AGM Management Director for a period of five years from 25 September For For LTD. material impact on minority shareholders. 2020 to 24 September 2025 Reappoint TS Balganesh (DIN: 00648534) as P I INDUSTRIES This is a normal course of business and has no July- Sep'2020 25-Sep-2020 AGM Management Independent Director for a period of five years from 5 For For LTD. material impact on minority shareholders. September 2020 to 4 September 2025 The voting has been abstained for these proposals as the shareholding in this company is Adoption of Standalone and Consolidated financial July- Sep'2020 25-Sep-2020 REC LTD. AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Confirm interim dividend of Rs. 11.0 per equity share July- Sep'2020 25-Sep-2020 REC LTD. AGM Management For Abstain through passive Schemes like Index Funds / of face value of Rs. 10.0 each Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Reappoint Sanjeev Kumar Gupta (DIN: 03464342) as July- Sep'2020 25-Sep-2020 REC LTD. AGM Management For Abstain through passive Schemes like Index Funds / Director liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Authorise the board to fix remuneration of statutory proposals as the shareholding in this company is July- Sep'2020 25-Sep-2020 REC LTD. AGM Management auditors appointed by the Comptroller and Auditor For Abstain through passive Schemes like Index Funds / General of India for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve increase in borrowing limit from Rs. 3,500 bn proposals as the shareholding in this company is July- Sep'2020 25-Sep-2020 REC LTD. AGM Management to Rs. 4,500 bn and USD 8 bn to USD 12 bn, equivalent For Abstain through passive Schemes like Index Funds / in any foreign currency Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve creation of charges/mortgages on assets of proposals as the shareholding in this company is July- Sep'2020 25-Sep-2020 REC LTD. AGM Management the company up to Rs. 4,500 bn and USD 12 bn, For Abstain through passive Schemes like Index Funds / equivalent in any foreign currency Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is Approve issuance of debt securities up to Rs. 850 bn July- Sep'2020 25-Sep-2020 REC LTD. AGM Management For Abstain through passive Schemes like Index Funds / on private placement basis Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Approve related party transactions, which are not on The voting has been abstained for these arm’s length terms, with Energy Efficiency Services Ltd. proposals as the shareholding in this company is July- Sep'2020 25-Sep-2020 REC LTD. AGM Management (EESL) or any other associate company (present and For Abstain through passive Schemes like Index Funds / future) up to 2% of FY20 turnover for a period of one Exchange Traded Funds/Arbitrage Funds/ year Arbitrage positions in other Funds. 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)

This is in normal course of business and does not Adoption of audited financial statements for the year July- Sep'2020 25-Sep-2020 WABCO INDIA LTD. AGM Management For For have any material impact on minority ended 31 March 2020 shareholders. Ms. Lisa Brown, 42, is Chief Legal Officer WABCO Holdings Inc and a non-executive director of the Not fill casual vacancy caused by retirement of Ms. Lisa company. She will retire at the upcoming AGM July- Sep'2020 25-Sep-2020 WABCO INDIA LTD. AGM Management For For Brown (DIN: 07053317) as Director and the vacancy caused by her retirement will not be filled. This will not have any material implications for board independence. His appointment is in line with the statutory Appoint Mahesh Chhabria (DIN: 00166049) as an requirement. This is in normal course of business July- Sep'2020 25-Sep-2020 WABCO INDIA LTD. AGM Management Independent Director for five years from 16 May 2020 For For and does not have any material impact on to 15 May 2025 minority shareholders. The total remuneration proposed to be paid to Approve remuneration of Rs. 0.4 mn to A. N. Raman & July- Sep'2020 25-Sep-2020 WABCO INDIA LTD. AGM Management For For the cost auditors in FY21 is reasonable compared Associates as cost auditors for FY21 to the size and scale of the company’s operations.

Transactions with WABCO Europe BVBA aggregated Rs. 4. 7 bn in FY20, which included Rs. 442. 2 mn towards royalty. While there is no disclosure on the transactions for FY21, we Ratify related party transactions with WABCO Europe expect these to be of similar nature. The July- Sep'2020 25-Sep-2020 WABCO INDIA LTD. AGM Management BVBA for FY20 and approve these transactions for For For company pays royalty at 4% of external sales FY21 (effectively), which accounted for about 2. 3% of net sales in FY20. The transactions are in the ordinary course of business and at arm’s length terms.

Ms. Bhushani Kumar, 65, is a practicing attorney and the Secretary of Women’s Peace League. She has served on the board for the past five years. She attended all three board meetings held in FY21 and 86% of the meetings over the past three HEALTHCARE Reappoint Ms. Bhushani Kumar (DIN: 07195076) as years (FY18-20). We expect directors to take their July- Sep'2020 25-Sep-2020 GLOBAL Postal Ballot Management For For Independent Director for one-year w.e.f. 29 May 2020 responsibilities seriously and attend all board ENTERPRISES LTD meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. Her reappointment for a further term of one year is in line with statutory requirements.

Amit Soni, 40, serves as Senior Managing Director, CVC India team. CVC Capital Partners through Aceso Company Pte. Ltd (ACPL) has HEALTHCARE acquired an aggregate stake of 29. 2% (excluding Appoint Amit Soni (DIN: 05111144) as Non-Executive July- Sep'2020 25-Sep-2020 GLOBAL Postal Ballot Management For For Offer shares) in HCG and is now classified as Non-Independent Director, liable to retire by rotation ENTERPRISES LTD promoters. To this extent, Amit Soni will represent one of the promoter groups on the board. He will be liable to retire by rotation. His appointment meets all statutory requirements.

Siddharth Patel, 43, is a Partner at CVC. CVC Capital Partners through Aceso Company Pte. Ltd (ACPL) has acquired an aggregate stake of 29. 2% HEALTHCARE Appoint Siddharth Patel (DIN: 07803802) as Non- (excluding Offer shares) in HCG and is now July- Sep'2020 25-Sep-2020 GLOBAL Postal Ballot Management Executive Non-Independent Director, liable to retire by For For classified as promoters. To this extent, Siddharth ENTERPRISES LTD rotation Patel will represent one of the promoter groups on the board. He will be liable to retire by rotation. His appointment meets all statutory 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)

Amendments to the AoA are being proposed to incorporate provisions of the shareholder agreement between the company and ACPL and to give special rights to ACPL. The additional rights primarily include pre-emptive transaction Adoption of revised Articles of Association (AoA), related rights and the right to nominate and HEALTHCARE which embed the clauses of the Share Subscription appoint directors on the board and committees. July- Sep'2020 25-Sep-2020 GLOBAL Postal Ballot Management For For and Investment Agreement signed with Aceso These rights will remain with ACPL till the time ENTERPRISES LTD Company Pte. Ltd (ACPL) they exit the company. We observe that such rights are in line with standard market practices and are commonly observed in shareholder agreements. The proposed amendments will not significantly impact the rights of existing minority shareholders.

VINATI ORGANICS Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 26-Sep-2020 AGM Management For For LTD. March 2020 material impact on minority shareholders. Confirm interim dividend of Rs. 5.0 per share and VINATI ORGANICS This is a normal course of business and has no July- Sep'2020 26-Sep-2020 AGM Management declare final dividend of Rs. 0.5 per share on a face For For LTD. material impact on minority shareholders. value of Re. 1.0 VINATI ORGANICS Reappoint Ms. Vinati Saraf Mutreja (DIN: 00079184) as This is a normal course of business and has no July- Sep'2020 26-Sep-2020 AGM Management For For LTD. Director material impact on minority shareholders.

VINATI ORGANICS Ratify remuneration of Rs. 60,000 for N. Ritesh & This is a normal course of business and has no July- Sep'2020 26-Sep-2020 AGM Management For For LTD. Associates as cost auditors for FY21 material impact on minority shareholders.

Approve continuation of Vinod Saraf (DN: 00076887) VINATI ORGANICS as Executive Chairperson, not liable to retire by This is a normal course of business and has no July- Sep'2020 26-Sep-2020 AGM Management For For LTD. rotation, till 26 October 2023, post attainment of 70 material impact on minority shareholders. years of age and fix his remuneration

VINATI ORGANICS Appoint Jagdish Chandra Laddha (DIN: 00118527) as This is a normal course of business and has no July- Sep'2020 26-Sep-2020 AGM Management For For LTD. Independent Director for five years from 13 June 2020 material impact on minority shareholders. BHARAT Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders. CORPN. LTD. BHARAT Confirm interim dividend of Rs.16.5 per equity share of This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management For For face value Rs.10 each material impact on minority shareholders. CORPN. LTD. BHARAT Reappoint Dr. K Ellangovan (DIN: 05272476) as Non- This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management For For Executive Non-Independent Director material impact on minority shareholders. CORPN. LTD. BHARAT Authorize the board to fix remuneration of joint This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management statutory auditors to be appointed by the Comptroller For For material impact on minority shareholders. CORPN. LTD. and Auditor General of India for FY21 BHARAT Appoint Rajesh Aggarwal (DIN: 03566931) as Non- This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management Executive Non-Independent Director from 8 January For For material impact on minority shareholders. CORPN. LTD. 2020 BHARAT Approve payment of Rs.400,000 as remuneration to This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management cost auditors, R Nanabhoy & Co and GR Kulkarni & For For material impact on minority shareholders. CORPN. LTD. Associates, for FY21 BHARAT Ratify related party transactions with 63.4% subsidiary This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management Bharat Oman Refineries Limited for FY20 and approve For For material impact on minority shareholders. CORPN. LTD. transactions for FY21 BHARAT Grant of up to 43.4 mn equity shares under BPCL This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management Employee Stock Purchase Scheme 2020 (BPCL ESPS For For material impact on minority shareholders. CORPN. LTD. 2020) 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)

Extend the BPCL Employee Stock Purchase Scheme BHARAT 2020 (BPCL ESPS 2020) to Whole-time Directors of This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management For For subsidiary companies who are on lien with the material impact on minority shareholders. CORPN. LTD. company BHARAT Approve secondary acquisition of shares through trust This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management route for implementation of BPCL Employee Stock For For material impact on minority shareholders. CORPN. LTD. Purchase Scheme 2020 (BPCL ESPS 2020)

BHARAT Extend loan/financial assistance to trust for secondary This is a normal course of business and has no July- Sep'2020 28-Sep-2020 PETROLEUM AGM Management acquisition of shares under BPCL Employee Stock For For material impact on minority shareholders. CORPN. LTD. Purchase Scheme 2020 (BPCL ESPS 2020) SBI CARDS AND Adoption of financial statements, report of board of This is normal course of business and has no July- Sep'2020 28-Sep-2020 PAYMENT AGM Management directors and auditors for the year ended 31 March For For material impact for minority share holders. SERVICES LTD. 2020 SBI CARDS AND Confirm interim dividend of Re. 1 per equity share This is normal course of business and has no July- Sep'2020 28-Sep-2020 PAYMENT AGM Management For For (face value Rs. 10) material impact for minority share holders. SERVICES LTD. SBI CARDS AND Authorise the board to fix remuneration of statutory This is normal course of business and has no July- Sep'2020 28-Sep-2020 PAYMENT AGM Management auditors appointed by the Comptroller and Auditor For For material impact for minority share holders. SERVICES LTD. General of India for FY21 SBI CARDS AND Reappoint Sunil Kaul (DIN: 05102910), as a Non- This is normal course of business and has no July- Sep'2020 28-Sep-2020 PAYMENT AGM Management Executive Non- Independent Director, liable to retire For For material impact for minority share holders. SERVICES LTD. by rotation SBI CARDS AND Approve Article 33(ii) (b) and (c) and Article 37(ii) (b) of This is normal course of business and has no July- Sep'2020 28-Sep-2020 PAYMENT AGM Management For For the Articles of Association (AOA) material impact for minority share holders. SERVICES LTD. SBI CARDS AND Appoint Ashwini Kumar Tewari (DIN No. 08797991) as This is normal course of business and has no July- Sep'2020 28-Sep-2020 PAYMENT AGM Management Managing Director and CEO for a period of two years For For material impact for minority share holders. SERVICES LTD. from 01 August 2020 INDRAPRASTHA Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

INDRAPRASTHA Declare final dividend of Rs. 2.8 per equity share of This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. face value Rs. 2.0 each material impact on minority shareholders.

INDRAPRASTHA Reappoint R. P. Natekar (DIN: 07858989) as Director This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. liable to retire by rotation material impact on minority shareholders.

Authorise the board to fix remuneration of statutory INDRAPRASTHA This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management auditors, Datta Singla & Co. appointed by the For For GAS LTD. material impact on minority shareholders. Comptroller and Auditor General of India for FY21

INDRAPRASTHA Appoint P. K. Gupta (DIN: 01237706) as Chairperson This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. from 1 July 2020 liable to retire by rotation material impact on minority shareholders.

Reappoint and ratify remuneration to E. S. INDRAPRASTHA Ranganathan (DIN: 07417640) as Managing Director, This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. not liable to retire by rotation, from 1 May 2020 to 15 material impact on minority shareholders. June 2020 and fix his remuneration

INDRAPRASTHA Appoint Asit Kumar Jana (DIN: 03452799) as Whole- This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. time director from 16 June 2020 material impact on minority shareholders.

Appoint Asit Kumar Jana (DIN: 03452799) as Managing INDRAPRASTHA This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management Director from 16 June 2020 to 31 March 2022, not For For GAS LTD. material impact on minority shareholders. liable to retire by rotation, and fix his remuneration

INDRAPRASTHA Appoint Ms. Manisha Saxena (DIN: 01289071) as This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. Director liable to retire by rotation from 21 July 2020 material impact on minority shareholders. 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)

INDRAPRASTHA Approve remuneration of Rs. 250,000 to Ramanath This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. Iyer & Co., as cost auditor for FY21 material impact on minority shareholders.

INDRAPRASTHA Ratify related party transactions of Rs. 11.7 bn with This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management For For GAS LTD. GAIL (India) Limited for FY20 material impact on minority shareholders. Approve alteration of Memorandum of Association INDRAPRASTHA This is a normal course of business and has no July- Sep'2020 28-Sep-2020 AGM Management (MoA) and adoption of a revised set of Articles of For For GAS LTD. material impact on minority shareholders. Association (AoA) ENGINEERS INDIA Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 impact on minority shareholders.

ENGINEERS INDIA Declare final dividend of Rs. 1.55 per share and Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management For For LTD. confirm interim dividend of Rs. 3.60 per equity share impact on minority shareholders. ENGINEERS INDIA Reappoint Rakesh Kumar Sabharwal (DIN: 07484946) Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management For For LTD. as Director liable to retie by rotation impact on minority shareholders. ENGINEERS INDIA Reappoint Sunil Bhatia (DIN:08259936) as Director Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management For For LTD. liable to retie by rotation impact on minority shareholders. Fix remuneration of statutory auditors to be appointed ENGINEERS INDIA Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management by the Comptroller and Auditor General (C&AG) of For For LTD. impact on minority shareholders. India for FY21 Appoint Sunil Kumar (DIN: 08467559) as Government ENGINEERS INDIA Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management Nominee Director from 12 December 2020, liable to For For LTD. impact on minority shareholders. retire by rotation Appoint Ashok Kumar Kalra (DIN: 08698203) as ENGINEERS INDIA Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management Director (Human Resources) from 1 March 2020 and For For LTD. impact on minority shareholders. fix his remuneration Appoint Vartika Shukla (DIN: 08777885) as Director (Technical) from 1 August 2020 till the date of her ENGINEERS INDIA Normal course of business and has no material July- Sep'2020 28-Sep-2020 AGM Management superannuation or until further orders from the For For LTD. impact on minority shareholders. Government, whichever is earlier and fix her remuneration K N R Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 28-Sep-2020 CONSTRUCTIONS AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. LTD. K N R Confirm payment of interim dividend of Re. 0.50 per Normal course of business and has no material July- Sep'2020 28-Sep-2020 CONSTRUCTIONS AGM Management For For equity share (face value Rs.2.0 per share) for FY20 impact on minority shareholders. LTD. K N R Reappoint Ms. Kamidi Yashoda (DIN:05157487) as Non- Normal course of business and has no material July- Sep'2020 28-Sep-2020 CONSTRUCTIONS AGM Management Executive Non-Independent Director, liable to retire by For For impact on minority shareholders. LTD. rotation K N R Ratify remuneration of Rs.300,000 for D Zitendra Rao Normal course of business and has no material July- Sep'2020 28-Sep-2020 CONSTRUCTIONS AGM Management For For as cost auditors for FY21 impact on minority shareholders. LTD. The voting has been abstained for these proposals as the shareholding in this company is L I C HOUSING Adoption of standalone & consolidated financial July- Sep'2020 28-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is L I C HOUSING To declare dividend of Rs. 8.0 per equity share (face July- Sep'2020 28-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. value Rs. 2.0) Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is L I C HOUSING Reappoint Sanjay Kumar Khemani (DIN-00072812) as July- Sep'2020 28-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. director liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is L I C HOUSING To issue redeemable Non-Convertible Debentures on July- Sep'2020 28-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. private placement basis up to Rs. 505.0 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Siddhartha Mohanty (DIN- 08058830) as MD proposals as the shareholding in this company is L I C HOUSING July- Sep'2020 28-Sep-2020 AGM Management & CEO for five years from 1 August 2019, not liable to For Abstain through passive Schemes like Index Funds / FINANCE LTD. retire by rotation and to fix his remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is L I C HOUSING Reappoint VK Kukreja (DIN-01185834) as Independent July- Sep'2020 28-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. Director for 5 years from 30 June 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is L I C HOUSING Reappoint Ameet Patel (DIN-00726197) as July- Sep'2020 28-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / FINANCE LTD. Independent Director for 5 years from 19 August 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Vipin Anand (DIN-05190124) as non-executive proposals as the shareholding in this company is L I C HOUSING July- Sep'2020 28-Sep-2020 AGM Management Director, liable to retire by rotation from 11 November For Abstain through passive Schemes like Index Funds / FINANCE LTD. 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. Adoption of financial statements for the year ended 31 Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management For For March 2020 impact on minority shareholders. Adoption of valuation reports for the year ended 31 Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management For For March 2020 impact on minority shareholders. Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management Appoint SRBC & Co LLP as statutory auditors for FY21 For For impact on minority shareholders. Appoint S Sundararaman, Partner at Haribhakti & Co. Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management For For LLP as valuers for FY21 impact on minority shareholders. Approve performance-linked remuneration for Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management For For independent directors impact on minority shareholders. Approve amendment to Project Implementation and Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management Management Agreement, entered between IndiGrid For For impact on minority shareholders. with Sterlite Power Grid Ventures Limited (SPGVL) Approve induction of Esoteric II Pte. Ltd., an affiliate of Normal course of business and has no material July- Sep'2020 28-Sep-2020 INDIA GRID TRUST AGM Management For For KKR & Co. Inc. as sponsor of Indigrid impact on minority shareholders. BRIGADE Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For ENTERPRISES LTD. statements for the year ended 31 March 2020 material impact for minority share holders. The total dividend payout (including dividend BRIGADE Confirm interim dividend of Re. 1.0 per share as final distribution tax) for FY20 aggregates to Rs. 246. 0 July- Sep'2020 29-Sep-2020 AGM Management For For ENTERPRISES LTD. dividend for FY20 (face value Rs 10.0 each) mn. The dividend payout ratio for FY20 was 9. 4% (FY19: 14%). Amar Mysore, 41, is part of the promoter group BRIGADE Reappoint Amar Mysore (DIN: 03218587) as Director and an executive director. He attended all the July- Sep'2020 29-Sep-2020 AGM Management For For ENTERPRISES LTD. liable to retire by rotation board meetings in FY20. His reappointment is in line with statutory requirements.

Ms Nirupa Shankar, 37, is part of the promoter BRIGADE Reappoint Ms. Nirupa Shankar (DIN: 02750342) as group and an executive director. She attended all July- Sep'2020 29-Sep-2020 AGM Management For For ENTERPRISES LTD. Director liable to retire by rotation the board meetings in FY20. Her reappointment is in line with statutory 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)

Bijou Kurien, 61, is an independent consultant and member of the strategic advisory board of L Reappoint Bijou Kurien (DIN: 01802995) as an BRIGADE Catterton Asia. He has been on the board since July- Sep'2020 29-Sep-2020 AGM Management Independent Director for a period of five years w.e.f For For ENTERPRISES LTD. January 2015. He attended all the board meetings 31 January 2020 in FY20. His reappointment is in line with statutory requirements.

Roshin Mathew, 57, has been associated with Brigade Group for almost two decades and has been heading the Engineering function of the Appoint Roshin Mathew (DIN: 00673926) as Whole- Group since 2007. The proposed FY21 BRIGADE July- Sep'2020 29-Sep-2020 AGM Management time Director for five years w.e.f. 7 November 2019 For For remuneration at Rs. 33. 1 mn is commensurate ENTERPRISES LTD. and fix his remuneration with the size and complexity of the business. As a good practice, companies must consider setting a cap on the absolute amount of remuneration payable to directors.

The total remuneration proposed to be paid to BRIGADE Ratify remuneration of Rs.125,000 payable to Murthy July- Sep'2020 29-Sep-2020 AGM Management For For the cost auditor is reasonable compared to the ENTERPRISES LTD. & Co. LLP as cost auditors for FY20 size and scale of the company’s operations.

M. R. Jaishankar was paid Rs. 68. 9 mn in FY20 which was 77. 9x the median employee remuneration. His estimated FY21 remuneration Approve payment of remuneration to M. R. Jaishankar at Rs. 77. 1 mn is commensurate with the size of (DIN: 00191267), Chairperson and MD, which may the company and in line with that of industry BRIGADE exceed regulatory thresholds, for the remaining tenure peers. Further, overall promoter family July- Sep'2020 29-Sep-2020 AGM Management For For ENTERPRISES LTD. of his appointment upto 31 March 2022 and approve remuneration, which aggregated Rs. 93. 2 mn in remuneration of all promoter executive directors to FY20, has remained in line with company exceed 5% of profits performance over the past few years. However, as a good practice, companies must consider setting a cap on the absolute amount of remuneration payable to directors.

The company proposes to raise capital for the purpose of financing the ongoing projects in residential, business, and commercial real estate, proposed capital expenditure and for general corporate purposes. At the current market price To issue equity shares, GDRs, ADRs upto Rs 5 bn by of Rs. 162. 6, in order to raise Rs. 5 bn, ~30 mn BRIGADE way of Qualified Institutional Placement (QIP), public July- Sep'2020 29-Sep-2020 AGM Management For For fresh shares need to be allotted. If the entire ENTERPRISES LTD. issue, private placement, rights issue or any other amount is raised, it will result in equity dilution of mode ~13% for existing shareholders. We recognize that raising equity will enable the company to buffer against unforeseen shocks and take advantage of opportunities that may arise from the current pandemic.

ERIS LIFESCIENCES Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For LTD March 2020 material impact for minority shareholders.

Inderjeet Singh Negi is an executive director and is responsible for the sales function of the ERIS LIFESCIENCES Reappoint Inderjeet Singh Negi (DIN: 01255388) as company. He attended all the board meetings July- Sep'2020 29-Sep-2020 AGM Management For For LTD Director liable to retire by rotation held during the year. He retires by rotation and his reappointment is in line with statutory requirements.

The total remuneration proposed to be paid to ERIS LIFESCIENCES Ratify remuneration of Rs. 170,000 payable to Kiran J July- Sep'2020 29-Sep-2020 AGM Management For For the cost auditor is reasonable compared to the LTD Mehta & Co as cost auditors for FY21 size and scale of the company’s operations. 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)

Kaushal Kamlesh Shah holds a bachelor’s degree in commerce from the Gujarat University and a post graduate diploma in management from Som- Lalit Institute of Management Studies. He is the head of manufacturing and distribution. He has ERIS LIFESCIENCES Appoint Kaushal Kamlesh Shah (DIN: 01229038) as a July- Sep'2020 29-Sep-2020 AGM Management For For been associated with the company since 2007 as LTD Director one the directors on the Board. He resigned from the Board on 5 January 2017, pre the listing of the company. The company was listed on 29 June 2017. His appointment is in line with statutory requirements.

Kaushal Kamlesh Shah is the Head of manufacturing and distribution. He was paid a remuneration of Rs. 7. 4 mn in FY20. He is estimated to receive an annual remuneration of Rs. 7. 5 mn. His estimated remuneration is Appoint Kaushal Kamlesh Shah (DIN: 01229038) as an commensurate with the size and scale of business ERIS LIFESCIENCES July- Sep'2020 29-Sep-2020 AGM Management Executive Director for a period of five years from 1 For For and is in line with that paid to industry peers. The LTD October 2020 and fix his remuneration company has disclosed granular details of the remuneration to be paid. Even so, we note that his remuneration structure does not carry any variable pay – this limits the NRC’s ability to incentivize executive directors to achieve the company’s short-term and long-term goals.

H C L Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. LTD. The company has proposed a final dividend of Rs. 2. 0 per equity share of face value Rs. 2. 0 per share for FY20. During the year, the company paid four interim dividends of Rs. 2. 0 per equity share each on 9 May 2019, 7 August 2019, 23 H C L Declare final dividend of Rs. 2.0 per equity share (face October 2019 and 17 January 2020. The total July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For value Rs.2.0 per share) for FY20 interim dividend (including dividend distribution LTD. tax) aggregates to Rs. 16. 24 bn. The final dividend aggregates to Rs. 5. 43 bn. The total dividend for FY20 aggregates to Rs. 21. 67 bn. The total dividend payout ratio is 24. 2% of the standalone PAT.

Ms. Roshni Nadar Malhotra is the CEO and Executive Director of HCL Corporation Private Limited, the holding company for HCL’s operating H C L Reappoint Ms. Roshni Nadar Malhotra (DIN: companies. She is the Chairperson of HCL July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For 02346621) as Director, liable to retire by rotation Technologies. She attended all the meetings held LTD. in FY20. She is liable to retire by rotation and her reappointment is in line with all statutory 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)

Dr. Mohan Chellappa, 72, serves as the President, Global Ventures, of Johns Hopkins Medicine International (JHMI). He is involved in the development of international clinical consultancy activities and clinical care programs, implementation of quality systems, and utilization of IT in healthcare. He is a surgeon by profession. He serves on the boards of HCL Healthcare Appoint Mohan Chellappa (DIN: 06657830) as Private Ltd (since 27 September 2013). Therefore, H C L Independent Director for five years from 6 August we consider his tenure to be of 7 years (on July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For 2019 and approve his continuation on the board after account of group association) and will consider LTD. attaining the age of 75 years him as non-independent once his aggregate tenure with the group crosses 10 years. He attended 100% of the meetings held in FY20 since his appointment. Regulations require shareholder approval via a special majority for Independent Directors that attain the age of 75 years: we do not consider age to be a criterion for board directorships. Mohan Chellappa’s appointment is in line with statutory requirements.

Simon John England, 54, has more than 30 years of experience across the public and private sector; of which 27 years has been with Accenture. He has spent much of his career working with UK and Global insurers, healthcare providers, and with the UK Government. He is a partner in the specialist advisory firm, Garwood H C L Appoint Simon John England (DIN: 08664595) as Solutions, providing advisory services to clients in July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management Independent Director for five years from 16 January For For the professional services, financial services, LTD. 2020 health, and technology sectors. He was the Managing Director of Accenture’s UK and Ireland insurance business and, prior to that, the UK Healthcare business. He attended 100% of the meetings held in FY20 since his appointment. His appointment is in line with statutory requirements.

Shikhar Neelkamal Malhotra, 37, is an Executive Director and board member of HCL Corporation Private Limited, the holding company for HCL’s operating companies. He is the Vice Chairperson & CEO of HCL Healthcare Pvt Ltd (since 29 May 2013), providing end-to-end healthcare solutions. He is also a trustee at the Shiv Nadar Foundation. He is the founding CEO of Shiv Nadar Schools. In H C L Appoint Shikhar Neelkamal Malhotra (DIN: 00779720) September 2018, he took over the role of the Pro July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management as Non-Executive Non-Independent Director, liable to For For Chancellor of Shiv Nadar University. He was LTD. retire by rotation from 29 September 2020 appointed as an additional director from 22 October 2019 upto the date of the FY20 AGM. He attended 100% of the meetings held in FY20 as additional director. The company proposes to appoint him as Non-Executive Non-Independent Director from 29 September 2020. His appointment is in line with statutory 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)

Thomas Sieber, 58, is the Chairperson of Axpo Holding AG, the largest national energy provider H C L Reappoint Thomas Sieber (DIN: 07311191) as in Switzerland. He attended 80% of the meetings July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management Independent Director for a second term of five years For For held in FY20. His reappointment as Independent LTD. from 29 September 2020 Director for a second term is in line with statutory requirements.

MISHRA DHATU Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For NIGAM LTD. statements for the year ended 31 March 2020 material impact on minority shareholders. Confirm interim dividend of Rs. 1.0 and declare final MISHRA DHATU This is a normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management dividend of Rs. 1.56 per equity share of face value Rs. For For NIGAM LTD. material impact on minority shareholders. 10.0 each MISHRA DHATU Reappoint Sanjay Jaju (DIN: 01671018) as Director This is a normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For NIGAM LTD. liable to retire by rotation material impact on minority shareholders.

Authorise the board to fix remuneration of Sarath & MISHRA DHATU This is a normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management Associates as statutory auditors appointed by the For For NIGAM LTD. material impact on minority shareholders. Comptroller and Auditor General of India for FY21

MISHRA DHATU Approve remuneration of Rs. 130,000 to S. S. Zanwar This is a normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For NIGAM LTD. & Associates, as cost auditor for FY21 material impact on minority shareholders.

Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders. Confirm interim dividend of Rs.9.0 per share and This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management declare a final dividend of Rs.1.60 per share of face For For material impact on minority shareholders. value Rs 10.0 each for FY20 Reappoint Biswajit Roy (DIN: 07109038) as Director This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For liable to retire by rotation material impact on minority shareholders.

Authorize the board to fix remuneration of joint This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management statutory auditors to be appointed by the Comptroller For For material impact on minority shareholders. and Auditor General of India for FY21

Ratify remuneration of Rs.300,000 payable to Shome & This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For Banerjee as cost auditors for FY21 material impact on minority shareholders.

Appoint Harish Madhav (DIN: 08489650) as Director This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For (Finance) from 2 August 2019 material impact on minority shareholders.

Appoint Anil Kaushal (DIN: 08245841) as Independent This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For Director for three years from 9 August 2019 material impact on minority shareholders. Appoint Dr. Tangor Tapak (DIN: 08516744) as This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management Independent Director for three years from 9 August For For material impact on minority shareholders. 2019 Appoint Gagann Jain (DIN: 08516710) as Independent This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For Director for three years from 9 August 2019 material impact on minority shareholders. Appoint Sushil Chandra Mishra (DIN: 08490095) as This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management Chairperson and Managing Director from 1 October For For material impact on minority shareholders. 2019 not liable to retire by rotation Appoint Pankaj Kumar Goswami (DIN: 08716147) as This is a normal course of business and has no July- Sep'2020 29-Sep-2020 OIL INDIA LTD. AGM Management For For Director (Operations) from 1 June 2020 material impact on minority shareholders.

FINOLEX CABLES Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

FINOLEX CABLES To declare final dividend of Rs.5.5 per share of face This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For LTD. value Rs.2.0 material impact for minority shareholders. 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)

He retires by rotation and his reappointment is in Reappoint Shishir Lall (DIN: 00078316) as Non- FINOLEX CABLES line with statutory requirements. This is normal July- Sep'2020 29-Sep-2020 AGM Management Executive Non-Independent Director liable to retire by For For LTD. course of business and has no material impact for rotation minority shareholders. His appointment is in line with the statutory Appoint Devendra Kumar Vasal (DIN: 06858991) as FINOLEX CABLES requirements. This is normal course of business July- Sep'2020 29-Sep-2020 AGM Management Director liable to retire by rotation from 19 September For For LTD. and has no material impact for minority 2019 shareholders. His appointment is in line with the statutory Appoint Jayaram Rajasekara Reddy (DIN: 07838591) as FINOLEX CABLES requirements. This is normal course of business July- Sep'2020 29-Sep-2020 AGM Management Director liable to retire by rotation from 19 September For For LTD. and has no material impact for minority 2019 shareholders. Appoint Yatin Yashwant Redkar (DIN: 07799478) as FINOLEX CABLES This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management Executive Director liable to retire by rotation from 19 For For LTD. material impact for minority shareholders. September 2019 Appoint Ms. Kavita Bhaskar Upadhyay (DIN: 08333952) FINOLEX CABLES This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management as Director liable to retire by rotation from 14 For For LTD. material impact for minority shareholders. February 2020 His appointment is in line with the statutory Appoint Devender Kumar Vasal (DIN: 06858991) as FINOLEX CABLES requirements. This is normal course of business July- Sep'2020 29-Sep-2020 AGM Management Independent Director for five years from 19 For For LTD. and has no material impact for minority September 2019 shareholders. His appointment is in line with the statutory Appoint Jayaram Rajasekara Reddy (DIN: 07838591) as FINOLEX CABLES requirements. This is normal course of business July- Sep'2020 29-Sep-2020 AGM Management Independent Director for five years from 19 For For LTD. and has no material impact for minority September 2019 shareholders. Appoint Ms. Kavita Bhaskar Upadhyay (DIN: 08333952) FINOLEX CABLES This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management as Independent Director for five years from 14 For For LTD. material impact for minority shareholders. February 2020 FINOLEX CABLES Approve remuneration of Rs.550,000 for Joshi Apte & This is normal course of business and has no July- Sep'2020 29-Sep-2020 AGM Management For For LTD. Associates as cost auditors for FY21 material impact for minority shareholders.

The issuance of debentures on private placement basis will be within the borrowing limit, which is FINOLEX CABLES Approve private placement of non-convertible July- Sep'2020 29-Sep-2020 AGM Management For For currently Rs. 10. 0 bn. This is normal course of LTD. debentures (NCDs) aggregating Rs.1.5 bn business and has no material impact for minority shareholders.

Corning Finolex Optical Fibre Private Limited (CFOFPL) is 50:50 joint venture between Finolex and Corning Ventures France SAS. The JV Approve purchase of optical fibre cables from Corning Agreement further provides that for a similar FINOLEX CABLES Finolex Optical Fibre Private Limited (a related party) volume of fibre, the company would get the July- Sep'2020 29-Sep-2020 AGM Management For For LTD. upto Rs.350 mn or 1.0 mn KM fibre quantity, lowest price in India from CFOFPL as compared to whichever is higher any of its other customers. The proposed transaction to be carried out is in the ordinary course of business. This has no material impact for minority shareholders.

Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For statements for the year ended 31 March 2020 material impact on minority shareholders.

Confirm payment of interim dividend of Rs. 5.29 per This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For equity share of face value Re. 1.0 each for FY20 material impact on minority shareholders.

Reappoint Pradip Satpathy (DIN: 07036432) as This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For Director, liable to retire by rotation material impact on minority shareholders.

Reappoint Ms. Rasika Chaube (DIN: 08206859) as This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For Director, liable to retire by rotation material impact on minority shareholders. 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)

Authorise the board to fix the remuneration of This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management statutory auditors for FY21 appointed by the For For material impact on minority shareholders. Comptroller and Auditor-General of India (CAG) Appoint as Sumit Deb (DIN: 08547819) Chairperson and Managing Director from 1 August 2020 till 28 This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For February 2023 or until further orders from the material impact on minority shareholders. Government of India and fix his remuneration Appoint Duraipandi Kuppuramu (DIN: 08603976) as an This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management Independent Director for three years from 6 For For material impact on minority shareholders. November 2019 Appoint Vijoy Kumar Singh (DIN: 00592638), nominee This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management of Government of India, as Director, liable to retire by For For material impact on minority shareholders. rotation from 17 March 2020 Ratify remuneration of Rs. 600,000 for B. This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For Mukhopadhyay & Co., as cost auditors for FY21 material impact on minority shareholders.

Approve issuance of non-convertible debentures This is a normal course of business and has no July- Sep'2020 29-Sep-2020 N M D C LTD. AGM Management For For (NCDs) up to Rs. 50.0 bn material impact on minority shareholders.

The voting has been abstained for these proposals as the shareholding in this company is POWER FINANCE Adoption of standalone and consolidated financial July- Sep'2020 29-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is POWER FINANCE Confirm interim dividend of Rs. 9.5 per equity share of July- Sep'2020 29-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. face value Rs. 10.0 each Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is POWER FINANCE Reappoint P. K. Singh (DIN: 03548218) as Director July- Sep'2020 29-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. liable to retire by rotation Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Authorise the board to fix remuneration of statutory proposals as the shareholding in this company is POWER FINANCE July- Sep'2020 29-Sep-2020 AGM Management auditors appointed by the Comptroller and Auditor For Abstain through passive Schemes like Index Funds / CORPN. LTD. General of India for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is POWER FINANCE Appoint Ms. Parminder Chopra (DIN: 08530587) as July- Sep'2020 29-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. Director (Finance) and fix her remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve increase in borrowing limit to Rs. 6,000 bn proposals as the shareholding in this company is POWER FINANCE July- Sep'2020 29-Sep-2020 AGM Management from Rs. 4,000 bn and to USD 15 bn from USD 8 bn, For Abstain through passive Schemes like Index Funds / CORPN. LTD. equivalent in any foreign currency Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is POWER FINANCE Approve amendments to the Object Clause of the July- Sep'2020 29-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / CORPN. LTD. Memorandum of Association (MoA) of the company Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these GLENMARK proposals as the shareholding in this company is Adoption of standalone financial statements for the July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / year ended 31 March 2020 S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK proposals as the shareholding in this company is Adoption of consolidated financial statements for the July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / year ended 31 March 2020 S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK proposals as the shareholding in this company is Declare final dividends of Rs 2.5 per share of face value July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / Rs 1.0 each S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK proposals as the shareholding in this company is Reappoint VS Mani (DIN 01082878) as Director liable July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / to retire by rotation S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK Appoint Suresh Surana & Associates LLP, Chartered proposals as the shareholding in this company is July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management Accountants as statutory auditors for a term of five For Abstain through passive Schemes like Index Funds / S LTD. years from the 42nd AGM and fix their remuneration Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK Appoint Rajesh Desai (DIN- 00007960) as an proposals as the shareholding in this company is July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management Independent Director for a period of five years from 26 For Abstain through passive Schemes like Index Funds / S LTD. June 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK Appoint Dipankar Bhattacharjee (DIN: 08770548) as an proposals as the shareholding in this company is July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management Independent Director for a period of five years from 14 For Abstain through passive Schemes like Index Funds / S LTD. August 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK proposals as the shareholding in this company is Approve remuneration of Rs. 1.76 mn for Sevekari, July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / Khare & Associates as cost auditor for FY21 S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK proposals as the shareholding in this company is Approve borrowing limit of Rs. 40.0 bn above the July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / aggregate of paid up share capital and free reserves S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these GLENMARK proposals as the shareholding in this company is Approve creation of charge on the assets up to the July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / borrowing limit S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these GLENMARK proposals as the shareholding in this company is Issue secured/unsecured debentures or other debt July- Sep'2020 29-Sep-2020 PHARMACEUTICAL AGM Management For Abstain through passive Schemes like Index Funds / securities up to USD 400.0 mn S LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. SADBHAV Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 29-Sep-2020 INFRASTRUCTURE AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. PROJECT LTD. SADBHAV Reappoint Shashin Patel (DIN: 00048328) as Director, Normal course of business and has no material July- Sep'2020 29-Sep-2020 INFRASTRUCTURE AGM Management For For liable to retire by rotation impact on minority shareholders. PROJECT LTD. SADBHAV Ratify remuneration of Rs. 25,000 for J. B. Mistri & Co., Normal course of business and has no material July- Sep'2020 29-Sep-2020 INFRASTRUCTURE AGM Management For For as cost auditors for FY21 impact on minority shareholders. PROJECT LTD. SADBHAV Approve issuance of Non-Convertible Debentures Normal course of business and has no material July- Sep'2020 29-Sep-2020 INFRASTRUCTURE AGM Management (NCDs) and/or other debt securities on a private For For impact on minority shareholders. PROJECT LTD. placement basis DIXON Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. (INDIA) LIMITED He retires by rotation and his reappointment is in DIXON Reappoint Atul B. Lall (DIN: 00781436) as Director, line with statutory requirements. This is normal July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For liable to retire by rotation course of business and has no material impact for (INDIA) LIMITED minority shareholders. DIXON Ratify remuneration of Rs.375,000 for A. N. Satija & Co This is normal course of business and has no July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For as cost auditors for FY21 material impact for minority shareholders. (INDIA) LIMITED The company has unspent amount of Rs. 21. 2 mn under these two heads from the IPO proceeds. DIXON To approve variation in terms of IPO proceeds to the The company proposes to transfer Rs. 21. 2 mn July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For extent of Rs. 21.2 mn from the unspent amount towards general (INDIA) LIMITED corporate purposes. This change has no material impact for minority shareholders.

The equity raise will support the growth DIXON Approve issuance of securities up to Rs. 2.0 bn in one aspirations and aid the company in remaining July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management For For or more tranches well-poised for opportunities that may present in (INDIA) LIMITED the aftermath of the pandemic.

Dixon proposes an ESOP scheme of up to 0. 3 mn equity shares. The overall dilution of the entire scheme is expected to be 2. 6% on the expanded capital base. The vesting period will be between DIXON Approve Dixon Technologies (India) Limited — one to five years from the date of grant of ESOPs. July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management Employee Stock Option Plan, 2020 (DIXON ESOP 2020) For For Since the ESOP will be granted at market price, (INDIA) LIMITED under which 0.3 mn options will be granted the cost impact of the scheme is likely to be reasonable and it will align employee incentives to shareholder returns. This has no material impact for minority shareholders.

Through resolution #7, the company seeks to DIXON Approve Dixon Technologies (India) Limited extend the benefits of the scheme to the July- Sep'2020 29-Sep-2020 TECHNOLOGIES AGM Management —Employee Stock Option Plan, 2020 (DIXON ESOP For For employees of the subsidiary company. Our view (INDIA) LIMITED 2020) to the employees of its Indian subsidiaries on this resolution is linked to Resolution #6.

This is in line with statutory requirements. This is FORCE MOTORS Adoption of standalone and consolidated financial July- Sep'2020 29-Sep-2020 AGM Management For For in normal course of business and does not have a LTD. statements for the year ended 31 March 2020 material impact on minority shareholders. 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 total dividend outflow for FY20 is Rs. 131. 8 FORCE MOTORS Declare final dividend of Rs. 10.0 per equity share of mn compared to Rs. 158. 6 mn in FY19. The July- Sep'2020 29-Sep-2020 AGM Management For For LTD. face value of Rs. 10.0 each dividend payout ratio is 22. 6% in FY20 vs 10. 8% in FY19. Prashant Inamdar, 55, is the Executive Director (Operations) and is responsible for operations of all the plants of the company. He has been on the FORCE MOTORS Reappoint Prashant V. Inamdar (DIN: 07071502) as July- Sep'2020 29-Sep-2020 AGM Management For For board since 16 January 2015. He has attended LTD. Director liable to retire by rotation 83% (5 out of 6) board meetings in FY20. He retires by rotation and his reappointment is in line with statutory requirements.

FORCE MOTORS Approve proposal to contribute sum up to Rs. 250.0 This is in normal course of business and does not July- Sep'2020 29-Sep-2020 AGM Management For For LTD. mn to bonafide charitable and other funds for FY21 have a material impact on minority shareholders.

The total remuneration proposed to be paid to FORCE MOTORS Approve remuneration of Rs. 240,000 to Joshi Apte & July- Sep'2020 29-Sep-2020 AGM Management For For the cost auditors for FY21 is reasonable LTD. Associates, as cost auditor for FY21 compared to the size and scale of operations.

Approve remuneration in excess of 5% of the net profits including commission of Rs. 25mn for FY20 to FORCE MOTORS This is in normal course of business and does not July- Sep'2020 29-Sep-2020 AGM Management Prasan Firodia (DIN: 00029664) as Managing Director For For LTD. have a material impact on minority shareholders. and payment of remuneration to him in excess of 5% of the net profits till the end of his term

The existing Articles of Association (AoA) are based on the provisions of the erstwhile FORCE MOTORS Adopt a new set of Articles of Association in line with Companies Act, 1956. The company has proposed July- Sep'2020 29-Sep-2020 AGM Management For For LTD. Companies Act, 2013 to adopt a new set of AoA in order to align the AoA of the company the provisions of the Companies Act, 2013.

HEALTHCARE Adoption of standalone financial statements for the This is normal course of business and has no July- Sep'2020 29-Sep-2020 GLOBAL AGM Management For For year ended 31 March 2020 material impact for minority shareholders. ENTERPRISES LTD

Dr. Amit Varma, 52, is co-founder and Managing HEALTHCARE Reappoint Dr. Amit Varma (DIN: 02241746) as Non- Partner of Quadria Capital. He attended 75% of July- Sep'2020 29-Sep-2020 GLOBAL AGM Management Executive Non-Independent Director, liable to retire by For For the board meetings in FY20. He retires by ENTERPRISES LTD rotation rotation. His reappointment is in line with regulatory requirements.

HEALTHCARE The total remuneration proposed to be paid to Ratify remuneration of Rs. 175,000 to M/s. Rao, July- Sep'2020 29-Sep-2020 GLOBAL AGM Management For For the cost auditors in FY21 is reasonable compared Murthy & Associates as cost auditors for FY21 ENTERPRISES LTD to the size and scale of the company’s operations. Abhay Prabhakar Havaldar, 58, is the MD of HEALTHCARE Appoint Abhay Prabhakar Havaldar (DIN: 00118280) as General Atlantic Ltd. His appointment as July- Sep'2020 29-Sep-2020 GLOBAL AGM Management Independent Director for four years w.e.f. 20 August For For Independent Director meets all statutory ENTERPRISES LTD 2020 requirements. Adoption of standalone and consolidated financial Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. To confirm interim dividend of Rs. 1.18 and approve Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management final dividend of Re. 0.38 per share (face value Rs. For For impact on minority shareholders. 10.0) for FY20 Reappoint Nikhil Kumar Jain (DIN: 05332456) as Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management For For Director (Personnel), liable to retire by rotation impact on minority shareholders. Reappoint Mahesh Kumar Mittal (DIN: 02889021) as Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management For For Director (Finance), liable to retire by rotation impact on minority shareholders. 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)

Authorise the board to fix the remuneration of joint Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management statutory auditors for FY21 appointed by the For For impact on minority shareholders. Comptroller and Auditor-General of India (CAG). Appoint Abhay Kumar Singh (DIN: 08646003) as Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management Chairperson and Managing Director from 24 February For For impact on minority shareholders. 2020, not liable to retire by rotation Appoint Yamuna Kumar Chaubey (DIN: 08492346) as Normal course of business and has no material July- Sep'2020 29-Sep-2020 N H P C LTD. AGM Management For For Director (Technical) from 1 April 2020 impact on minority shareholders.

The voting has been abstained for these CONTAINER proposals as the shareholding in this company is Adoption of standalone and consolidated financial July- Sep'2020 29-Sep-2020 CORPN. OF INDIA AGM Management For Abstain through passive Schemes like Index Funds / statements for the year ended 31 March 2020 LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these CONTAINER Confirm interim dividend of Rs. 0.75 per share and proposals as the shareholding in this company is July- Sep'2020 29-Sep-2020 CORPN. OF INDIA AGM Management declare final dividend of Rs. 2.85 per equity share of For Abstain through passive Schemes like Index Funds / LTD. Rs. 5 each Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these CONTAINER proposals as the shareholding in this company is Reappoint Pradip K. Agrawal (DIN: 07557080) as July- Sep'2020 29-Sep-2020 CORPN. OF INDIA AGM Management For Abstain through passive Schemes like Index Funds / Director (Domestic Division) LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these CONTAINER proposals as the shareholding in this company is Reappoint Sanjay Swarup (DIN: 05159435) as Director July- Sep'2020 29-Sep-2020 CORPN. OF INDIA AGM Management For Abstain through passive Schemes like Index Funds / (International Marketing & Operations) LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these To take note of the appointment of S. N. Nanda & Co. CONTAINER proposals as the shareholding in this company is as statutory auditors by the C&AG and authorize the July- Sep'2020 29-Sep-2020 CORPN. OF INDIA AGM Management For Abstain through passive Schemes like Index Funds / board to fix their remuneration for FY21 and authorize LTD. Exchange Traded Funds/Arbitrage Funds/ the board to fix remuneration of branch auditors Arbitrage positions in other Funds.

The voting has been abstained for these CONTAINER proposals as the shareholding in this company is Appoint Ashutosh Gangal (DIN: 07057313) as Director July- Sep'2020 29-Sep-2020 CORPN. OF INDIA AGM Management For Abstain through passive Schemes like Index Funds / from 27 August 2020 LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders.

Chandran Ratnaswami, 71, is the CEO of Fairfax India Holdings Corporation and represents Fairfax’s 31. 8% promoter equity in the company. Reappoint Chandran Ratnaswami (DIN: 00109215) as He was first appointed on the board on 18 July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management For For Director, liable to retire by rotation January 2016. He attended 91% of the board meetings in FY20. He retires by rotation and his reappointment is in line with all statutory 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)

Krishna Suraj Moraje, 44, is the Executive Director of the company from 4 November 2019. He takes Appoint Krishna Suraj Moraje (DIN: 08594844) as over Subrata Kumar Nag, the former Group CEO. July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management For For Executive Director from 4 November 2019 He attended 100% of the meetings held in FY20 since his appointment. His appointment is in line with statutory requirements.

Krishna Suraj Moraj, 44, has 20 years of work experience with McKinsey & Company. His proposed remuneration for FY21 at Rs. 75. 9 mn is in line with its size and scale of business. ~74% of the proposed remuneration comprises of variable pay and restricted stock units. His variable pay is capped, and the company has disclosed the performance criteria to which the Appoint Krishna Suraj Moraje (DIN: 08594844) as variable pay is linked. He has been granted Executive Director for five years from 4 November July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management For For performance linked RSU’s at face value. We 2019 (designated as Group CEO from 1 April 2020) and generally do not favor deeply discounted stock fix his remuneration options. However, the RSU’s granted to him are performance linked to individual and business unit performance along with well-defined quantitative (EBITDA, ROE, OCF and digital led revenue) and qualitative (diversity, attrition, and individual leadership qualities) parameters. This helps align pay with performance. Further, he is a professional and his skills carry a market value.

Gopalakrishnan Soundarajan, 57, is the Managing Director at Hamblin Watsa Investment Counsel Appoint Gopalakrishnan Soundarajan (DIN: 05242795) Ltd and represents Fairfax’s 31. 8% promoter July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management as Non-Executive Non-Independent Director, liable to For For equity in the company. His prior role was as the retire by rotation from 1 April 2020 Chief Investment Officer of ICICI Lombard up to 2018 from 2001. His appointment is in line with statutory requirements.

Gaurav Mathur, 45, has 15 years of private equity industry experience. He has been the cofounder at India Equity Partners and worked as Principal at Appoint Gaurav Mathur (DIN: 00016492) as an JP Morgan. He is the founder director at InVent July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management Independent Director for five years from 31 August For For Capital, a long-term investment firm. He is the 2020 CEO of Digital Gold India Private Limited, a leading digital gold platform. His appointment is in line with statutory requirements.

Kalpathi Ratna Girish, 62, has 35 years of industry experience. He is a chartered accountant and presently runs KR Girish and Associates. He has extensive experience in transfer pricing and related issues. He has worked at KMPG for 18 Appoint Kalpathi Ratna Girish (DIN: 07178890) as an years up to 2015 from 1997 as Partner and head July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management Independent Director for five years from 31 August For For of tax for South India and national leader for the 2020 tax dispute resolution practice. He has also worked with Baker Tilly DHC, Leap Ridge Advisors LLP heading the tax & regulatory advisory practice. His appointment is in line with statutory 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)

Ms. Revathy Ashok, 61, has 30 years of experience in general management, finance, and strategy. She last served as Managing Director of Tishman Speyer India. She has former CFO at Reappoint Ms. Revathy Ashok (DIN: 00057539) as Syntel Inc. And director of business development July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management Independent Director for a second term of five years For For and finance at Tyco Electronics Group. She was from 29 September 2020 first appointed on the board on 24 July 2015. She attended 100% of the board meetings in FY20. Her reappointment for a second term of five years is in line with all statutory requirements.

Sanjay Anandaram, 56, has 30 years of work experience across India and the globe. He is an Reappoint Sanjay Anandaram (DIN: 00579785) as entrepreneur, investor, mentor and advisor to July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management Independent Director for a second term of five years For For funds and entrepreneurs. He attended 82% of the from 29 September 2020 board meetings in FY20. His reappointment for a second term of five years is in line with all statutory requirements.

The scheme intends to restructure four wholly Approve amalgamation of four wholly-owned owned subsidiaries of the company by subsidiaries – Greenpiece Landscapes India Private transferring them to Quess Corp. There will be no July- Sep'2020 29-Sep-2020 QUESS CORP LTD AGM Management Limited, Golden Star Facilities and Services Private For For impact on the consolidated financials. The Limited, MFX Infotech Private Limited and Trimax exercise will help consolidate the group’s Smart Infraprojects Private Limited - with Quess Corp holdings, thereby resulting in a simpler structure.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT Adoption of standalone and consolidated financial July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT Confirm interim dividend of Rs. 1.4 per share and July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. declare final dividend of Rs. 1.4 per share Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT Reappoint Ms. Anandi Ramalingam (DIN: 07616518) as July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT Appoint Ms. Shikha Gupta (DIN: 08597649) as Director July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. from 1 December 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT Appoint Dinesh Kumar Batra (DIN: 08773363) as July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. Director from 1 August 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is BHARAT Appoint MV Rajasekhar (DIN: 08850171) as Director July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. from 1 September 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these proposals as the shareholding in this company is BHARAT Ratify remuneration of Rs. 0.35 mn for Murthy & Co. July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / ELECTRONICS LTD. LLP as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

GREENPLY Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For INDUSTRIES LTD. statements for the year ended 31 March 2020 material impact for minority share holders. The dividend for FY20 is Re. 0. 4 per equity share, GREENPLY Declare dividend of Re. 0.4 on equity shares of FV Re. which is same as paid in FY19. The total dividend July- Sep'2020 30-Sep-2020 AGM Management For For INDUSTRIES LTD. 1.0 per share for FY20 outflow is Rs. 15. 1 bn and the dividend payout ratio is 14. 9%. GREENPLY Reappoint Sanidhya Mittal (DIN: 06579890) as Director This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For INDUSTRIES LTD. liable to retire by rotation material impact for minority share holders.

MUTHOOT Adoption of standalone & consolidated financial This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For FINANCE LTD. statements for the year ended 31 March 2020 material impact for minority share holders.

MUTHOOT Reappoint George Thomas Muthoot (DIN: 00018281) This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For FINANCE LTD. as director liable to retire by rotation material impact for minority share holders.

MUTHOOT Reappoint George Alexander Muthoot (DIN: This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For FINANCE LTD. 00016787), as director liable to retire by rotation material impact for minority share holders. Reappoint Alexander M George (DIN: 00938073) as MUTHOOT This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management Wholetime Director for five years from 30 September For For FINANCE LTD. material impact for minority share holders. 2020 and to fix his remuneration Reappoint Jose Mathew (DIN: 00023232) as MUTHOOT This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management Independent Director for five years from 30 For For FINANCE LTD. material impact for minority share holders. September 2020 Reappoint Jacob Benjamin Koshy (DIN: 07901232) as MUTHOOT This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management Independent Director for three years from 30 For For FINANCE LTD. material impact for minority share holders. September 2020 till AGM of 2023 MUTHOOT Approve increase in borrowing limits from Rs 500 bn This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For FINANCE LTD. to Rs 750 bn material impact for minority share holders.

MUTHOOT This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management Approve creation of charge to secure borrowing limits For For FINANCE LTD. material impact for minority share holders.

JINDAL STEEL & Adoption of standalone and consolidated financial This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

JINDAL STEEL & Reappoint Naveen Jindal (DIN: 00001523) as Director This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. liable to retire by rotation material impact on minority shareholders.

JINDAL STEEL & Reappoint Dinesh Kumar Saraogi (DIN: 06426609) as This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. Director liable to retire by rotation material impact on minority shareholders.

JINDAL STEEL & Ratify remuneration of Rs. 0.85 mn for Ramnath Iyer & This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. Co. as cost auditors for FY21 material impact on minority shareholders. Reappoint Naveen Jindal (DIN: 00001523) as Executive JINDAL STEEL & Chairperson for another term of three years from 1 This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. October 2020 and fix his remuneration as minimum material impact on minority shareholders. remuneration Reappoint Dinesh Kumar Saraogi (DIN: 06426609) as JINDAL STEEL & Executive Director for another term of three years This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. from 9 November 2020 and fix his remuneration as material impact on minority shareholders. minimum remuneration JINDAL STEEL & To issue equity or equity-linked securities upto Rs. 50.0 This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For POWER LTD. bn material impact on minority shareholders. 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)

Approve conversion of loans / or interest payable into JINDAL STEEL & This is a normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management fully paid-up equity shares in the event of default in For For POWER LTD. material impact on minority shareholders. favour of lenders NATIONAL Adoption of financial statements for the year ended 31 This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management For For March 2020 material impact on minority shareholders. LTD. NATIONAL To confirm interim dividend of Rs. 1.5 (face value Rs. This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management For For 5.0) for FY20 material impact on minority shareholders. LTD. NATIONAL Reappoint Pradip Kumar Mishra (DIN: 06445517) as This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management For For Director liable to retire by rotation material impact on minority shareholders. LTD. NATIONAL Appoint Sridhar Patra (DIN: 06500954) as Chairman This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management For For and Managing Director from 17 December 2020 material impact on minority shareholders. LTD. NATIONAL Appoint Radhashyam Mahapatro (DIN: 07248972) as This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management For For Director (HR) from 1 January 2020 material impact on minority shareholders. LTD. NATIONAL Appoint Satendra Singh (DIN: 05195060) as Non- This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management Executive Non-Independent Director with from 5 For For material impact on minority shareholders. LTD. August 2020 NATIONAL Appoint Upendra C. Joshi (DIN: 08831041) as Non- This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management Executive Non-Independent Director from 5 August For For material impact on minority shareholders. LTD. 2020 NATIONAL Approve remuneration of Rs. 0.3 mn for Niran & Co., This is a normal course of business and has no July- Sep'2020 30-Sep-2020 ALUMINIUM CO. AGM Management For For as cost auditors for FY21 material impact on minority shareholders. LTD. V-MART RETAIL Adoption of financial statements for the year ended 31 This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management For For LTD. March 2020 material impact for minority shareholders.

He retires by rotation and his reappointment V-MART RETAIL Reappoint Madan Gopal Agarwal (DIN 02249947) as meets all statutory requirements. This is normal July- Sep'2020 30-Sep-2020 AGM Management For For LTD. Director, liable to retire by rotation course of business and has no material impact for minority shareholders. Reappoint Ms. Sonal Mattoo (DIN: 00106795) as an V-MART RETAIL This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management Independent Director for five years from 28 For For LTD. material impact for minority shareholders. September 2020 to 27 September 2025 Reappoint Murli Ramachandran (DIN: 00264018) as an V-MART RETAIL This is normal course of business and has no July- Sep'2020 30-Sep-2020 AGM Management Independent Director for five years from 28 For For LTD. material impact for minority shareholders. September 2020 to 27 September 2025 V-Mart proposes an ESOS scheme of up to 0. 2 mn equity shares. The overall dilution of the Approve V-Mart Employee Stock Option Scheme, 2020 entire scheme is expected to be 1. 1% on the V-MART RETAIL July- Sep'2020 30-Sep-2020 AGM Management (ESOP 2020) under which up to 200,000 stock options For For expanded capital base. While the exercise price LTD. will be issued will be determined by the NRC. This is normal course of business and has no material impact for minority shareholders.

If we assume entire amount of Rs. 5. 0 bn is raised at current market price of Rs. 2,048. 8, it will result in equity dilution of ~11. 8% for existing shareholders. The funds raised through the issue V-MART RETAIL Approve issuance of equity linked securities up to Rs. July- Sep'2020 30-Sep-2020 AGM Management For For will be used for future expansion plans and LTD. 5.0 bn general corporate purposes. While the resolution is enabling in nature, an equity infusion will help strengthen the balance sheet and create adequate cash buffer for the company. 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)

To accommodate additional equity shares proposed to be issued as per resolution no. 6, the Approve increase in authorized share capital to Rs. V-MART RETAIL company proposes to increase the authorized July- Sep'2020 30-Sep-2020 AGM Management 250.0 mn and consequent alteration of the capital For For LTD. share capital to Rs. 250. 0 mn from Rs. 200. 0 mn. clause in the Memorandum of Association (MOA) Consequently, the company also proposes the alteration of the capital clause in the MOA.

Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Sep-2020 JUST DIAL LTD. AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. Ms. Anita Mani, 51, is promoter and non- executive director. She attended 100% of the Reappoint Ms. Anita Mani (DIN:02698418) as Director, July- Sep'2020 30-Sep-2020 JUST DIAL LTD. AGM Management For For board meetings in FY20. She retires by rotation liable to retire by rotation and her reappointment is in line with all statutory requirements. Appoint Abhishek Bansal (DIN: 08580059) as Whole- This is normal course of business and has no July- Sep'2020 30-Sep-2020 JUST DIAL LTD. AGM Management time Director and Chief Financial Officer for five years For For material impact for minority shareholders. from 21 October 2019 and fix his remuneration

Just Dial wants to expand its transaction-oriented services by enabling online and offline distribution of assurance products, mutual funds, and other financial products through its platform. Approve alteration to the Object Clause of the Some of these services require approval of July- Sep'2020 30-Sep-2020 JUST DIAL LTD. AGM Management Memorandum of Association, to include new business For For regulatory authorities and hence the company lines intends to add object no. 15 and 16 to the object clause of its Memorandum of Association. Notwithstanding, the proposed diversification, being unrelated to its existing business, may pose execution and other business risks.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Adoption of standalone and consolidated financial July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. statements for the year ended 31 March 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Reappoint Debnarayan Bhattacharya (DIN: 00033553) July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. as Non-Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Reappoint Vivek Badrinath (DIN: 07319718) as Non- July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Executive Non-Independent Director Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Ratify remuneration of Rs.1.2 mn payable to Sanjay July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Gupta & Associates as cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Appoint Ravinder Takkar (DIN: 01719511) as Managing July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Director and CEO for three years from 19 August 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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 voting has been abstained for these Ratify related party transactions with Indus Towers proposals as the shareholding in this company is VODAFONE IDEA July- Sep'2020 30-Sep-2020 AGM Management Limited aggregating Rs.80.1 bn for FY20 and approve For Abstain through passive Schemes like Index Funds / LTD. transactions upto Rs. 100 bn annually in the future Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Approve related party transactions with Bharti Infratel July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. Limited upto Rs. 150 bn annually from FY21 onwards Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Increase borrowing powers up to Rs. 1 trillion or the proposals as the shareholding in this company is VODAFONE IDEA July- Sep'2020 30-Sep-2020 AGM Management aggregate of paid-up capital, free reserves and For Abstain through passive Schemes like Index Funds / LTD. securities premium account, whichever is higher Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Approve creation of charge on assets up to Rs. 1 proposals as the shareholding in this company is VODAFONE IDEA trillion or the aggregate of paid-up capital, free July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. reserves and securities premium account, whichever is Exchange Traded Funds/Arbitrage Funds/ higher Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Amend the Articles of Association (AoA) of the July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. company Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is VODAFONE IDEA Approve issuance of equity or equity linked securities July- Sep'2020 30-Sep-2020 AGM Management For Abstain through passive Schemes like Index Funds / LTD. upto Rs. 150 bn Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

Adoption of standalone financial statements for the This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management year ended 31 March 2020 together with the reports For For material impact on minority shareholders. of the Board of Directors and Auditors thereon Adoption of consolidated financial statements for the This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management year ended 31 March 2020 together with the reports For For material impact on minority shareholders. of the Auditors thereon Confirm interim dividend of Rs.3.9 per equity share of This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management For For face value Re. 1 each material impact on minority shareholders.

Reappoint G R Arun Kumar (DIN: 01874769) as This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management For For Director material impact on minority shareholders. Appoint Anil Agarwal (DIN: 00010883) as Non- This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management Executive Non-Independent Director, liable to retire by For For material impact on minority shareholders. rotation, from 1 April 2020 Reappoint Ms. Priya Agarwal (DIN: 05162177) as Non- This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management Executive Non-Independent Director, liable to retire by For For material impact on minority shareholders. rotation, for three years from 17 May 2020 Reappoint G R Arun Kumar as Whole-time Director and This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management CFO for two years from 22 November 2019 and fix his For For material impact on minority shareholders. remuneration Approve remuneration to S Venkatakrishnan as Whole- This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management time Director and CEO from 1 April 2019 till 5 April For For material impact on minority shareholders. 2020 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)

Approve remuneration of Rs.1.9 mn payable to This is a normal course of business and has no July- Sep'2020 30-Sep-2020 VEDANTA LTD. AGM Management Ramnath Iyer & Co and Shome and Banerjee, cost For For material impact on minority shareholders. auditors for FY21 J B CHEMICALS & Adoption of standalone and consolidated financial This is normal course of business and has no July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For statements for the year ended 31 March 2020 material impact for minority shareholders. S LTD. The company confirmed payment of an interim dividend of Rs. 10. 0 per share (face value Rs. 2. 0 per share) for FY20. In addition, it proposes a final J B CHEMICALS & Confirm interim dividend of Rs. 10.0 per equity share dividend of Re. 1. 0 per share. The total dividend July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For (face value of Rs. 2.0 per share) in FY20 (including dividend distribution tax paid on the S LTD. interim dividend) aggregates to Rs. 1. 0 bn. The total dividend payout ratio is 37. 6% of the standalone PAT. The company has proposed a final dividend of Rs. 1. 0 per equity share (face value Rs. 2. 0 per J B CHEMICALS & share) for FY20. The total dividend (including Declare final dividend of Re. 1.0 per equity share (face July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For dividend distribution tax paid on the interim value of Rs. 2.0 per share) in FY20 S LTD. dividend) aggregates to Rs. 1. 0 bn. The total dividend payout ratio is 37. 6% of the standalone PAT.

Pranabh Mody, 56, is part of the erstwhile promoter group that sold their stake to KKR group on 2 July 2020. He has stepped down from his executive role as President and Whole Time Director since 31 August 2020. He will play a non- executive role in the company. He has 33 years of J B CHEMICALS & Reappoint Pranabh D. Mody (DIN: 00035505), as work experience. His areas of functional expertise July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For Director liable to retire by rotation include corporate strategy, corporate finance, S LTD. new product development, marketing, supply chain management, national regulatory compliance, and administration. He attended all the meetings held in FY20. His reappointment as director, retiring by rotation meets all statutory requirements.

Ranjit Shahani, 71, was the Vice Chairperson and Managing Director of Novartis, India from upto 2018 from 2002. He was Chief Executive Officer at Novartis, India upto 2001 from 1997. Prior to Novartis, he has worked at Roche Products India Limited, ICI India and ICI Zeneca UK. He will attain Appoint Ranjit Shahani (DIN: 00103845) as J B CHEMICALS & the age of 75 years during his tenure. In keeping Independent Director for five years from 31 August July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For with regulation 17 (1A) of SEBI’s LODR 2020 and approve his continuation on the board after S LTD. requirements, the company seeks shareholder attaining the age of 75 years approval to approve his continuation on the board after attaining the age of 75 years during his tenure. We do not consider age as a criterion for board directorships. His appointment as an Independent Director is in line with statutory 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)

Sumit Bose, 66, was a member of the Indian Administrative Services. His last role served the Union Finance Secretary as Secretary, Department of Revenue prior to superannuation. He has also served as Secretary (Expenditure), J B CHEMICALS & Secretary (Disinvestment) and as Secretary in the Appoint Sumit Bose (DIN: 03340616) as Independent July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For Thirteenth Finance Commission, consecutively in Director for five years from 31 August 2020 S LTD. the Ministry of Finance, Government of India upto his superannuation since August 2007. He served as the Government of Madhya Pradesh (GoMP), Principal Secretary (Finance). His appointment as an Independent Director is in line with statutory requirements.

Padmini Khare Kaicker, 55, is the Managing Partner of B. K. Khare & Co. She has over 24 years of experience serving large and mid-sized clients J B CHEMICALS & Appoint Ms. Padmini Khare Kaicker (DIN:00296388) as across businesses. Her principal areas of expertise July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management Independent Director for five years from 31 August For For include audit, taxation, and corporate advisory. S LTD. 2020 She has also served on committees of the Institute of Chartered Accountants of India. Her appointment as an Independent Director is in line with statutory requirements.

Sanjay Nayar, 60, has over 30 years of experience. He is Partner and CEO of Kohlberg Kravis Roberts & Co. L. P. (KKR) India. He is also a partner of the KKR Asia Investment Committee and KKR Asia Portfolio Management Committee. He represents J B CHEMICALS & Appoint Sanjay Nayar (DIN: 00002615) as Non- the interest of the promoter on the board. He July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management Executive Non-Independent Director, liable to retire by For For serves on the board of Emerging Markets Private S LTD. rotation from 31 August 2020 Equity Association (EMPEA), Washington D. C. And the Indian School of Business. He is on the advisory board of Habitat for Humanity and is the Chairperson of Grameen Impact Investments India. He retires by rotation. His appointment is in line with statutory requirements.

Prashant Kumar, 44, has over 18 years of experience. He is Managing Director at Kohlberg Kravis Roberts & Co. L. P. ’s (KKR) private equity team. He represents the interest of the promoter J B CHEMICALS & Appoint Prashant Kumar (DIN: 08342577) as Non- on the board. Prior to joining KKR, he was a July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management Executive Non-Independent Director, liable to retire by For For Director and member of the investment S LTD. rotation from 31 August 2020 committee at ChrysCapital, an India focused private equity fund. He retires by rotation. His appointment is in line with statutory requirements.

Ms. Ananya Tripathi, 36, has over 10 years of experience. She is a Director with Kohlberg Kravis Roberts & Co. L. P. (KKR) Capstone. She represents the interest of the promoter on the J B CHEMICALS & Appoint Ms. Ananya Tripathi (DIN: 08102039) as Non- board. She leads the value-creation efforts across July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management Executive Non-Independent Director, liable to retire by For For KKR India’s private equity portfolio companies. S LTD. rotation from 31 August 2020 Prior to joining KKR Capstone, she headed the category business at Myntra. She retires by rotation. Her appointment is in line with statutory 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)

Ajay Candade, 40, has over 15 years of experience. He is a Director in Kohlberg Kravis Roberts & Co. L. P. ’s (KKR) private equity team. J B CHEMICALS & Appoint Ajay Candade (DIN: 007090569) as Non- He represents the interest of the promoter on the July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management Executive Non-Independent Director, liable to retire by For For board. At KKR, he has been involved in S LTD. rotation from 31 August 2020 investments in TVS Logistics, Magma Fincorp, Avendus Capital and Eurokids. He retires by rotation. His appointment is in line with statutory requirements. Mayank Mishra, 32, has over 8 years of experience. He is a member of Kohlberg Kravis J B CHEMICALS & Appoint Mayank Mishra (DIN: 08841359) as Non- Roberts & Co. L. P. ’s (KKR) private equity team in July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management Executive Non-Independent Director, liable to retire by For For Mumbai. He represents the interest of the S LTD. rotation from 31 August 2020 promoter on the board. He retires by rotation. His appointment is in line with statutory requirements. J B CHEMICALS & The proposed remuneration to be paid to the cost Ratify remuneration of Rs. 510,000 to Kishore Bhatia & July- Sep'2020 30-Sep-2020 PHARMACEUTICAL AGM Management For For auditor in FY21 is reasonable compared to the Associates, cost auditors for FY21 S LTD. size and scale of operations. Company is adding capacities. This is a normal Approve issuance of securities for an amount not Oct-Dec'2020 08-Oct-2020 S R F LTD. Postal Ballot Management For For course of business and has no material impact on exceeding Rs. 7.50 bn by way of QIP minority shareholders. OIL & NATURAL Adoption of standalone and consolidated financial This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. statements for the year ended 31 March 2020 material impact on minority shareholders.

OIL & NATURAL Reappoint Subhash Kumar (DIN: 07905656) as This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. Director, liable to retire by rotation material impact on minority shareholders.

OIL & NATURAL Reappoint Rajesh Kakkar (DIN: 08029135) as Director, This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. liable to retire by rotation material impact on minority shareholders. Fix remuneration of statutory auditors to be appointed OIL & NATURAL This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management by the Comptroller and Auditor General (C&AG) of For For GAS CORPN. LTD. material impact on minority shareholders. India for FY21 Appoint Rajesh Aggarwal (DIN: 03566931) as OIL & NATURAL Government Nominee Director from 24 March 2020 This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. for three years or until further orders of Government material impact on minority shareholders. of India, whichever is earlier OIL & NATURAL Appoint Om Prakash Singh (DIN: 08704968) as Director This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. (Technology and Field Services) from 1 April 2020 material impact on minority shareholders.

OIL & NATURAL Appoint Anurag Sharma (DIN: 08050719) as Director This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. (Onshore) from 1 June 2020 material impact on minority shareholders.

OIL & NATURAL Ratify remuneration of Rs. 3.0 mn as remuneration to This is a normal course of business and has no Oct-Dec'2020 09-Oct-2020 AGM Management For For GAS CORPN. LTD. six cost auditors for FY21 material impact on minority shareholders.

NATCO PHARMA Adoption of standalone and consolidated financial This is normal course of business and has no Oct-Dec'2020 15-Oct-2020 AGM Management For For LTD. statements for the year ended 31 March 2020 material impact for minority shareholders.

Confirm payment of four interim dividends aggregating The total dividend payout (including dividend NATCO PHARMA Oct-Dec'2020 15-Oct-2020 AGM Management to Rs 6.75 per share of face value Rs 2.0 each as final For For distribution tax) for FY20 aggregates to Rs. 1. 5 LTD. dividend for FY20 bn. The dividend payout ratio for FY20 is 31. 2%.

Sridhar Sankararaman is the MD of Multiples Alternative Asset Management. He attended all NATCO PHARMA Reappoint Sridhar Sankararaman (DIN: 06794418) as Oct-Dec'2020 15-Oct-2020 AGM Management For For the board meetings held during the year. He LTD. Director liable to retire by rotation retires by rotation and his reappointment is in line with statutory 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)

V. C. Nannapaneni is Chairperson and Managing Director; the company seeks shareholders’ approval to reappoint him as CMD for a period of one year. He was paid Rs. 21. 5 mn (he was not paid commission in FY20) in FY20. His proposed Reappoint V.C. Nannapaneni (DIN: 00183315) as NATCO PHARMA remuneration estimated at Rs. 44. 6 mn Oct-Dec'2020 15-Oct-2020 AGM Management Chairperson and Managing Director for one year from For For LTD. (including estimated commission of Rs. 22. 9 mn) 1 April 2020 and fix his remuneration is comparable to industry peers and commensurate with the size and performance of the company as a good practice, companies must cap the absolute amount of commission payable to board members.

Rajeev Nannapaneni belongs to the promoter family. His reappointment is in line with all statutory requirements. He was paid Rs. 19. 7 mn in FY20 and his proposed remuneration is Reappoint Rajeev Nannapaneni (DIN: 00183872) as estimated at Rs. 42. 8 mn (including estimated NATCO PHARMA Oct-Dec'2020 15-Oct-2020 AGM Management Vice-Chairperson and Chief Executive Officer for one For For commission of Rs. 22. 9 mn). Rajeev LTD. year from 1 April 2020 and fix his remuneration Nannapaneni’s proposed remuneration is in line with peers and commensurate with the size and performance of the company. As a good practice, companies must cap the absolute amount of commission payable to board members.

P. S. R. K. Prasad, 62, has been on the company’s board since 2014. His reappointment is in line with all statutory requirements. He was paid Rs. Reappoint P. S. R. K. Prasad (DIN: 07011140) as 20. 1 mn in FY20, which is 49x the median NATCO PHARMA Director and Executive Vice-President (Corporate Oct-Dec'2020 15-Oct-2020 AGM Management For For employee remuneration. The company proposes LTD. Engineering Services) for one year from 1 April 2020 to pay him Rs. 26. 6 mn per annum, which is in and fix his remuneration line with peers and commensurate with the size his responsibilities. Further he is a professional and his skills carry market value.

Dr. D. Linga Rao, 67, has been on the company’s board since 2015. His reappointment is in line with all statutory requirements. He was paid Rs. Reappoint Dr. D. Linga Rao (DIN: 07088404) as Director 20. 1 mn in FY20, which is 49x the median NATCO PHARMA Oct-Dec'2020 15-Oct-2020 AGM Management and President (Technical Affairs) for one year from 1 For For employee remuneration. The company proposes LTD. April 2020 and fix his remuneration to pay him Rs. 31. 5 mn per annum, which is in line with peers and commensurate with the size of his responsibilities. Further he is a professional and his skills carry market value.

Dr. M. U. R. Naidu is the former Dean of The Nizam’s Institute of Medical Sciences, Hyderabad. He was appointed as an Independent director in February 2015. He attended 75% of the board Reappoint Dr. M.U.R. Naidu (DIN: 05111014) as NATCO PHARMA meetings held during FY20. His reappointment as Oct-Dec'2020 15-Oct-2020 AGM Management Independent director for a period of five years till the For For LTD. an Independent director is in line with statutory FY25 AGM requirements. We will classify him as non- independent once he crosses a tenure of 10 years on the board and will assess board composition accordingly. The remuneration to be paid to the cost auditor NATCO PHARMA Approve remuneration of Rs. 175,000 to be paid to S.S. Oct-Dec'2020 15-Oct-2020 AGM Management For For in FY21 is reasonable compared to the size and LTD. Zanwar & Associates as cost auditors for FY21 scale of operations. 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 company has designed a Loan Scheme for Non-Promoter Working Directors to attract, motivate and retain manpower. The maximum loan amount under the scheme shall not exceed 36 months of salary. Presently the company has two Non-Promoter Working directors i. E. , P. S. R. K. Prasad and Dr. D. Linga Rao. Their aggregate FY20 remuneration was Rs. 40. 2 mn. Thus, the NATCO PHARMA Approve loan scheme for Non-Promoter Working Oct-Dec'2020 15-Oct-2020 AGM Management For For maximum amount that can be given as loan LTD. Directors under the scheme is presently at around Rs. 120. 6 mn, which is reasonable given the size of the company. The rate of interest will be decided by the board based on the Marginal Cost of funds- based Lending Rate (MCLR) of State Bank of India. We expect the company to be judicious in deciding the disbursement under the scheme to its Non-Promoter Executive directors.

GREENPLY Approve Greenply Employee Stock Option Plan 2020 This is normal course of business and has no Oct-Dec'2020 15-Oct-2020 Postal Ballot Management For For INDUSTRIES LTD. (ESOP 2020) for the employees of the company material impact for minority share holders. Extend the Greenply Employee Stock Option Plan 2020 GREENPLY This is normal course of business and has no Oct-Dec'2020 15-Oct-2020 Postal Ballot Management (ESOP 2020) to the employees of the company’s For For INDUSTRIES LTD. material impact for minority share holders. subsidiaries CG POWER AND Adoption of standalone and consolidated financial Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For statements for the year ended 31 March 2020 impact on minority shareholders. SOLUTIONS LTD CG POWER AND Reappoint Sudhir Mathur (DIN: 01705609) as director Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For liable to retire by rotation impact on minority shareholders. SOLUTIONS LTD CG POWER AND Approve remuneration of Rs. 0.7 mn for R. Nanabhoy Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For & Co. as cost auditors for FY21 impact on minority shareholders. SOLUTIONS LTD CG POWER AND Appoint Pradeep Mathur (DIN: 05198770) as Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management Independent Director for five years from 30 December For For impact on minority shareholders. SOLUTIONS LTD 2019 CG POWER AND Appoint Dr. Aditi Raja (DIN: 00164313) as Independent Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For Director for five years from 24 January 2020 impact on minority shareholders. SOLUTIONS LTD CG POWER AND Appoint Dr. Rathin Roy (DIN: 08662401) as Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management Independent Director for five years from 24 January For For impact on minority shareholders. SOLUTIONS LTD 2020 Approve waiver of recovery and ratification of CG POWER AND managerial remuneration paid to Sudhir Mathur (DIN: Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For 01705609) as a Whole Time Executive Director for impact on minority shareholders. SOLUTIONS LTD FY20 Approve payment of remuneration to Sudhir Mathur CG POWER AND (DIN: 01705609) as a Whole Time Executive Director in Normal course of business and has no material Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For case of loss or inadequacy of profits for three years impact on minority shareholders. SOLUTIONS LTD from 1 April 2020 up to 31 March 2023

Existing promoters have insignificant stake in the company and have no management control. Tube Approve re-classification of the existing Promoters and investments will hold 58. 6% of the company on a CG POWER AND Promoter Group to public shareholders and approve fully diluted basis once their acquisition of CG Oct-Dec'2020 19-Oct-2020 INDUSTRIAL AGM Management For For classification of Tube Investments of India Limited as power is completed. They will also have SOLUTIONS LTD promoters management control. Thus the proposed reclassification is needed and will be beneficial for minority shareholders. 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)

MPL and PCAPL are wholly owned subsidiaries of KNPL. Under the scheme, these subsidiaries will Approve merger of Marpol Private Limited (MPL) and be merged with KNPL and shares held by KNPL KANSAI NEROLAC Tribunal Convened Perma Construction Aids Private Limited (PCAPL), will be cancelled – no consideration will be paid. Oct-Dec'2020 20-Oct-2020 Management For For PAINTS LTD. Meeting wholly owned subsidiaries, with Kansai Nerolac Paints The scheme will help consolidate operations and Limited (KNPL) by way of merger by absorption result in a cleaner structure. There will be no impact on the consolidated financials. This has no material impact for minority shareholders.

The voting has been abstained for these Adoption of financial statements and report of board proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management of directors and auditors for the year ended 31 March For Abstain through passive Schemes like Index Funds / OF INDIA LTD. 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management Reappoint Harinand Rai (DIN:08189837) as Director For Abstain through passive Schemes like Index Funds / OF INDIA LTD. Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Authorize the board to fix remuneration of statutory proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management auditors to be appointed by the Comptroller and For Abstain through passive Schemes like Index Funds / OF INDIA LTD. Auditor General of India for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Amit Sen (DIN:08602987) as Director proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management (Finance) liable to retire by rotation from 5 November For Abstain through passive Schemes like Index Funds / OF INDIA LTD. 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Nidgurti Shankarappa (DIN:08609086) as proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management Independent Director for a period of three years from For Abstain through passive Schemes like Index Funds / OF INDIA LTD. 13 November 2019 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Anirban Dasgupta (DIN:06832261) as Director proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management (in-charge Bhilai Steel Plant) liable to retire by rotation For Abstain through passive Schemes like Index Funds / OF INDIA LTD. from 1 February 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these proposals as the shareholding in this company is STEEL AUTHORITY Approve aggregate remuneration of Rs. 1,170,000 for Oct-Dec'2020 22-Oct-2020 AGM Management For Abstain through passive Schemes like Index Funds / OF INDIA LTD. cost auditors for FY21 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds.

The voting has been abstained for these Appoint Amarendu Prakash (DIN:08896653) as proposals as the shareholding in this company is STEEL AUTHORITY Oct-Dec'2020 22-Oct-2020 AGM Management Director (in-charge Bokaro Steel Plant) liable to retire For Abstain through passive Schemes like Index Funds / OF INDIA LTD. by rotation from 28 September 2020 Exchange Traded Funds/Arbitrage Funds/ Arbitrage positions in other Funds. 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)

Approve provision of office and bear/reimburse travel ICICI PRUDENTIAL expenses for official visits and participation in forums This is normal course of business and has no Oct-Dec'2020 30-Oct-2020 LIFE INSURANCE Postal Ballot Management to M. S. Ramachandran (DIN: 00943629) as Non- For For material impact for minority share holders. COMPANY LTD Executive Chairperson in excess of remuneration paid to him as an Independent Director

Buyback of upto 237.5 mn equity shares at Rs. 400 per This is normal course of business and has no Oct-Dec'2020 16-Nov-2020 WIPRO LTD. Postal Ballot Management share (face value Rs. 2.0) through a tender offer, For For material impact for minority shareholders. aggregate consideration not to exceed Rs. 95 bn

TATA Buyback of upto 53.3 mn equity shares at Rs. 3,000 per This is normal course of business and has no Oct-Dec'2020 18-Nov-2020 CONSULTANCY Postal Ballot Management share (face value Re. 1.0) through a tender offer, For For material impact for minority shareholders. SERVICES LTD. aggregate consideration not to exceed Rs. 160.0 bn PROCTER & Adoption of financial statements, reports of the board This is normal course of business and has no Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management of directors and auditors for the year ended 30 June For For material impact for minority shareholders. LIMITED 2020 The company has proposed a dividend of Rs. 230 PROCTER & per equity share for FY20 (18 months), including a Declare final dividend of Rs. 230 per equity share of Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management For For special dividend of Rs. 188 per share. The total face value Re. 10 each LIMITED dividend for the year amounts to Rs. 3. 8 bn and the payout is 150. 3% (FY19: 104. 8%).

Amit Gupta, 43, is the Chief Financial Officer of the company and has been on the board since PROCTER & December 2018. During FY20, he attended all the Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management Reappoint Amit Gupta (DIN 008295179) as Director For For board meetings held. He retires by rotation and LIMITED his reappointment is in line with statutory requirements.

Aalok Agrawal, 45, is Senior Vice President, P&G Health - Asia Pacific, Middle East and Africa. He PROCTER & Appoint Aalok Agrawal (DIN 08468145) as Non- has been with P&G for over 22 years. He has Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management Executive Non- Independent Director from 1 June For For experience with consumer healthcare and FMCG LIMITED 2019, liable to retire by rotation businesses. He is liable to retire by rotation and his appointment is in line with statutory regulations.

Sujay Wasan, 50, is Senior Vice President, Asia, India, Middle East and Africa, Personal Health Care and Oral Care, Asia Pacific at Procter & PROCTER & Appoint Sujay Wasan (DIN 08497942) as Non- Gamble. He has been with Procter & Gamble for Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management Executive Non- Independent Director from 1 June For For the past 16 years and is well versed in brand LIMITED 2019, liable to retire by rotation building experience. He is liable to retire by rotation and his appointment is in line with statutory 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)

During FY20, remuneration paid to Milind Thatte amounted to Rs. 25. 8 mn and the ratio of his remuneration to median employee remuneration was 49. 8x. His proposed remuneration is estimated at Rs. 35. 0 mn with salary, performance bonus, global stock options and PROCTER & allowances capped at Rs. 25. 0 mn. The company Revise remuneration of Milind Thatte as Managing Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management For For must consider providing more granular Director w.e.f. 1 April 2020 LIMITED information on the performance metrics for performance bonus and global stock options. Notwithstanding, the estimated remuneration is commensurate with the size and performance of PGHL and that paid to peers in the industry. Further, Milind Thatte is a professional and his skills and experience carry market value.

During FY20, remuneration paid to Amit Gupta amounted to Rs. 21. 3 mn and the ratio of his remuneration to median employee remuneration was 41. 1x. His remuneration post revision in his remuneration terms, is estimated at Rs. 30. 0 mn with salary, performance bonus, global stock PROCTER & options and allowances capped at Rs. 20. 0 mn. Revise remuneration of Amit Gupta as Executive Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management For For The company must consider providing more Director w.e.f. 10 December 2020 LIMITED granular information on the performance metrics for performance bonus and global stock options. Notwithstanding, the estimated remuneration is commensurate with the size and performance of PGHL and that paid to peers in the industry. Further, Amit Gupta is a professional and his skills and experience carry market value.

PROCTER & The total remuneration proposed to be paid to Ratify remuneration of Rs. 250,000 for Joshi Apte & Oct-Dec'2020 26-Nov-2020 GAMBLE HEALTH AGM Management For For the cost auditors in FY21 is reasonable compared Associates, cost auditors for FY21 LIMITED to the size and scale of the company’s operations.

TIIL is acquiring a controlling stake in CG Power for Rs. 8. 0 bn which is within its existing limits under section 186. On 30 September 2020, CG Power had a negative networth and on a consolidated level, its current liabilities exceeded its current assets by Rs. 47. 0 bn. Given the poor financial condition of CG Power, TIIL may need to provide additional support in the form of investments, loans or guarantees to ease liquidity Approval to provide loans, give guarantees and make constraints, facilitate day-to-day operations and TUBE investments up to Rs. 17.6 bn in CG Power and resolve lender related issues (on 4 November Oct-Dec'2020 30-Nov-2020 INVESTMENTS OF EGM Management For For Industrial Solutions Limited (CG Power) and 2020, TIIL approved providing guarantees up to INDIA LTD. subsidiaries of Tube Investments of India Limited (TIIL) Rs. 14. 0 bn in favour of lenders of CG Power as financial assistance). Additionally, TIIL may need funds to provide financial assistance to its own subsidiaries. The increased limit will provide TIIL adequate buffer to provide further financial assistance and support to its CG Power and to TIIL’s own subsidiaries. TIIL should have made disclosures in the notice regarding the ongoing investigations at CG Power on account of alleged financial irregularities. 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)

Tata Elxsi Limited proposes to insert a new clause - Article 137A and substitute Article 167 in the existing AoA. The new Article 137A allows Tata Sons (the promoter) to nominate one third of the total directors including the Chairperson of the board as long as they continue to hold atleast Oct-Dec'2020 30-Nov-2020 TATA ELXSI LTD. Postal Ballot Management Approve alterations to Articles of Associations (AoA) For For 40% of the paid-up equity share capital. The director appointments will be subject to shareholder approval. The proposed alterations are not prejudicial to the interests of minority shareholders. A copy of the revised AoA is available on request through the company’s website.

Appoint Sashidhar Jagdishan (DIN: 08614396) as This is normal course of business and has no Oct-Dec'2020 01-Dec-2020 H D F C BANK LTD. Postal Ballot Management For For Director, not liable to retire by rotation material impact for minority share holders. Appoint Sashidhar Jagdishan (DIN: 08614396) as Managing Director and Chief Executive Offcier for This is normal course of business and has no Oct-Dec'2020 01-Dec-2020 H D F C BANK LTD. Postal Ballot Management For For three years from 27 October 2020 and fix his material impact for minority share holders. remuneration Reappoint Ms. Ketaki Bhagwati (DIN 07367868) as This is normal course of business and has no Oct-Dec'2020 09-Dec-2020 AXIS BANK LTD. Postal Ballot Management Independent Director for three years from 19 January For For material impact for minority share holders. 2021 upto 18 January 2024 Appoint Ms. Meena Ganesh (DIN: 00528252) as This is normal course of business and has no Oct-Dec'2020 09-Dec-2020 AXIS BANK LTD. Postal Ballot Management Independent Director for four years from 1 August For For material impact for minority share holders. 2020 upto 31 July 2024 Appoint Gopalaraman Padmanabhan (DIN: 07130908) This is normal course of business and has no Oct-Dec'2020 09-Dec-2020 AXIS BANK LTD. Postal Ballot Management as Independent Director for four years from 28 For For material impact for minority share holders. October 2020 upto 27 October 2024

Dayapatra Nevatia, 52, has 28 years of work experience in IT services. His proposed remuneration at Rs. 54. 0 mn is in line with the size and scale of the business. Of his proposed remuneration, ~36% is estimated to be variable, which aligns pay with performance. Further, he is Appoint Dayapatra Nevatia (DIN 03557975) as a professional, whose skill carry a market value. Oct-Dec'2020 09-Dec-2020 MINDTREE LTD. Postal Ballot Management Executive Director and Chief Operating Officer for five For For His remuneration structure envisages grant of years from 15 October 2020 and fix his remuneration shares under the Mindtree employee restricted stock plan at face value. We recognize the need for the company to provide competitive remuneration terms to attract talent. We expect the company to provide vesting criteria for the scheme and to disclose the performance metrics on which variable pay will be based. 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)

Venugopal Lambu, 48, has 25 years of work experience in IT services. His proposed remuneration at Rs. 110. 4 mn is in line with the size and scale of the business. Of his proposed remuneration, ~43% is estimated to be variable, which aligns pay with performance. Further, he is Appoint Venugopal Lambu (DIN 08840898) as a professional, whose skill carry a market value. Executive Director and President – Global Markets for Oct-Dec'2020 09-Dec-2020 MINDTREE LTD. Postal Ballot Management For For His remuneration structure envisages grant of five years from 15 October 2020 and fix his shares under the Mindtree employee restricted remuneration stock plan at face value. We recognize the need for the company to provide competitive remuneration terms to attract talent. We expect the company to provide vesting criteria for the scheme and to disclose the performance metrics on which variable pay will be based.

Chandrasekaran Ramakrishnan, 63, has over 34 years of experience in information technology. He retired as Executive Vice Chairperson of Cognizant, India in March 2019. He joined Cognizant as a member of the founding team. He Appoint Chandrasekaran Ramakrishnan (DIN is part of Chairman’s council, NASSCOM. He has Oct-Dec'2020 09-Dec-2020 MINDTREE LTD. Postal Ballot Management 00580842) as Independent Director for five years from For For an engineering degree from National Institute of 15 July 2020 Technology (NIT), Trichy and MBA from IIM, Bangalore. He is on the Advisory Board of Thiagarajar College of Engineering, Madurai and on the post graduate program committee of NIT Trichy. His appointment as an independent director is in line with statutory requirements.

The existing Articles of Association (AoA) are based on the provisions of the erstwhile ENTERTAINMENT Companies Act, 1956. The company proposes to Oct-Dec'2020 10-Dec-2020 NETWORK (INDIA) Postal Ballot Management Adoption of a new set of Articles of Association (AoA) For For adopt a new AoA in line with the Companies Act, LTD. 2013. This has no material impact for minority shareholders. ICICI LOMBARD Reappoint Alok Kumar Agarwal (DIN: 03434304) as GENERAL This is normal course of business and has no Oct-Dec'2020 11-Dec-2020 Postal Ballot Management Executive Director-Wholesale for five years from 19 For For INSURANCE material impact for minority share holders. January 2021 and approve his remuneration COMPANY LTD. 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)

This is an enabling resolution and the actual amount of loan for each company will be based on the requirement of funds by the respective group companies. The interest rates on loans to fellow subsidiaries will be at arm’s length price: Bosch Limited will take quotes from two banks for similar tenor loans and the rate of interest to Approve loans, guarantees, and provide security for group companies will be at or above the highest loans not exceeding Rs. 15.0 bn at any time, taken by rate of interest quoted by the banks. These loans Oct-Dec'2020 12-Dec-2020 BOSCH LTD. Postal Ballot Management For For companies in which Bosch Limited’s directors are will be backed by unconditional and irrevocable interested under Section 185 of Companies Act, 2013 corporate guarantee from Robert Bosch GmbH. We recognize that there is a cap on lending to fellow subsidiaries having a net-debt to equity of 2. 5x, the duration of the loans will be up to one year, and the approval sought from shareholders under this postal ballot will be valid for a period of five years. Bosch Limited has a strong liquidity position of Rs. 61. 7 bn as on 30 September 2020.

FHsL is currently not receiving service fees from FHL (post approval of shareholders) and is therefore unable to generated cash flows to service intercorporate loans given by FHL: these Approve amendment in the loan agreement between loans stood at Rs. 8. 6 bn on 31 March 2020. Fortis Healthcare Limited (FHL) and Fortis Hospitals FORTIS Therefore, the company seeks shareholder Oct-Dec'2020 12-Dec-2020 Postal Ballot Management Limited (FHsL), wholly owned subsidiary, and enable For For HEALTHCARE LTD. approval to amend existing loan agreements to issue of equity shares by FHsL to FHL pursuant to the enable conversion of outstanding intercorporate conversion of the loan loans upto Rs. 5. 0 bn to equity shares. Given that FHsL is a wholly owned subsidiary of the company, there will be no impact on the consolidated financials of FHL.

Fortis Hospitals Limited (FHsL) and Escorts Heart Institute and Research Centre Limited (Escorts) are both wholly owned subsidiaries of the company have cross investments in the form of CCPS: Escorts has invested Rs. 6. 5 bn in the CCPS of FHsL and FHsL has invested Rs. 3. 0 bn in the CCPS of Escorts. Under the current terms, the Approve amendment in terms of intra group CCPS are compulsory convertible into equal Compulsory Convertible Preference Shares (CCPS) number of equity shares upon expiry. The FORTIS Oct-Dec'2020 12-Dec-2020 Postal Ballot Management between Fortis Hospitals Limited (FHsL) and Escorts For For proposed amendment seeks to protect the HEALTHCARE LTD. Heart Institute and Research Centre Limited (Escorts), investment value of the CCPS which may result in wholly owned subsidiaries of the Company a higher issue of equity shares upon conversion. There is no clarity on the conversion ratio and the need to protect the investment value of the CCPS: the conversion ratio will be determined, based on the valuation of the issuer, as on the date of conversion. Notwithstanding, since the transactions are between wholly owned subsidiaries, we support the resolution. 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)

Fortis C-Doc Healthcare Limited (Fortis C-Doc) is a joint venture between Dr. Anoop Misra and FHsL: FHsL holds 60% stake in Fortis C-Doc. As on 31 March 2020, Fortis C-Doc’s loan payable to FHsL stood at Rs. 191. 9 mn (including interest payable of Rs. 18. 1 mn). The current terms of the loan agreement do not provide the flexibility to Approve amendment in loan agreement between convert the ICL into equity shares. Therefore, the Fortis Hospitals Limited (FHsL) and Fortis C-Doc company seeks shareholder approval to amend FORTIS Healthcare Limited (Fortis C-Doc), and to enable issue existing loan agreements to enable conversion of Oct-Dec'2020 12-Dec-2020 Postal Ballot Management For For HEALTHCARE LTD. of Optionally Convertible Redeemable Preference outstanding loans amounting to Rs. 130. 0 mn to Shares (OCRPS) by Fortis C-Doc to FHsL pursuant to the optionally convertible redeemable preference conversion of loan. shares. It is unclear at what rate the loan will be converted and the shareholding of FHsL post conversion of this loan: the conversion ratio will depend on the valuation of Fortis C-Doc as on the date of conversion. Notwithstanding, given Fortis C-Doc’s stressed liquidity position and the relatively low size of the loan being converted, we support the resolution.

SRL FZ-LLC, wholly owned step-down subsidiary of the company, is located in Healthcare City and is the first standalone CAP accredited laboratory in UAE. The company is seeking approval for investment by SRL, wholly owned subsidiary of FHL, into SRL FZ-LLC to meet its funding requirements towards working capital, capex, Approve investment of Rs. 120.0 mn by SRL Limited debt servicing, critical statutory liabilities, general FORTIS (SRL), a subsidiary of the company into SRL Diagnostics Oct-Dec'2020 12-Dec-2020 Postal Ballot Management For For corporate purposes. The company proposes to HEALTHCARE LTD. FZ-LLC (SRL FZ-LLC), a step-down wholly-owned infuse funds into SRL FZ-LLC by way of investment subsidiary of the company in equity shares, fully/ optionally convertible/ redeemable preference shares and/or debentures, or any other financial instruments convertible into or linked to equity shares. Given the stressed liquidity position of SRL FZ-LLC and the fact that it is wholly owned, we support the investment.

ICICI SECURITIES Increase borrowing limit under section 180 of the This is normal course of business and has no Oct-Dec'2020 17-Dec-2020 Postal Ballot Management For For LTD. Companies Act, 2020 to Rs. 60.0 bn from Rs. 35.0 bn material impact for minority share holders. Approve enhancement of the limit under section 186 ICICI SECURITIES This is normal course of business and has no Oct-Dec'2020 17-Dec-2020 Postal Ballot Management of the Companies Act, 2013 to Rs. 60.0 bn from Rs. For For LTD. material impact for minority share holders. 35.0 bn The existing Articles of Association (AoA) are based on the provisions of the erstwhile Adoption of a new set of Articles of Association (AoA) Companies Act, 1956. The company proposes to Oct-Dec'2020 19-Dec-2020 I T C LTD. Postal Ballot Management For For in conformity with Companies Act 2013 adopt a new AoA in line with the Companies Act, 2013. This has no material impact for minority shareholders. 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 main objects of the issue are to fund TIIL’s organic and inorganic growth plans including for part funding the proposed acquisition of CG Power and Industrial Solutions Limited (CG Power), fund the company’s capital expenditure, and general corporate purposes. TIIL is in the process of acquiring a controlling stake of 58. 6% Issue 4.78 mn equity shares to raise funds aggregating TUBE in CG Power by subscribing to equity shares and to Rs. 3.5 bn on a preferential basis to Azim Premji Oct-Dec'2020 21-Dec-2020 INVESTMENTS OF EGM Management For For warrants for Rs. 8. 0 bn. As on 26 November Trust, SBI Focused Equity Fund and SBI Magnum INDIA LTD. 2020, TIIL had acquired 50. 6% interest in CG Midcap Fund Power. TIIL may need to provide further support to CG Power in the form of equity, loans and guarantees due to the stressed financial position of CG Power. The preferential issue will lead to a dilution of 2. 5% on the expanded capital base and there will be no change in the control or management of the company.

We estimate FY22 remuneration of KR Srinivasan at Rs. 18. 5 mn (0. 6% of consolidated FY20 PAT), which is reasonable compared to the size and complexity of business and in line with peers. His remuneration terms are open ended: the TUBE Appoint KR Srinivasan (DIN: 08215289) as President company must disclose the quantum of stock Oct-Dec'2020 21-Dec-2020 INVESTMENTS OF EGM Management and Whole-time Director for three years from 11 For For options he is eligible for. Further, the company INDIA LTD. November 2020 and fix his remuneration must disclose performance metrics that will determine KR Srinivasan’s incentives and stock options. Although KR Srinivasan is not liable to retire by rotation, we recognize that he is being appointed for a fixed term and his reappointment will need shareholder approval.

The company seeks to ratify the ESOP 2017 scheme. The company has not defined the price for allocation of the options, but have kept it flexible, depending on certain merit metrics of AMBER the eligible employees. Similarly, the period over Ratify pre-IPO Amber Enterprises India Limited Oct-Dec'2020 23-Dec-2020 ENTERPRISES Postal Ballot Management For For which the options will be granted have not been Employee Stock Option Plan 2017 (ESOP 2017) INDIA LTD. defined, and is flexible. While vesting period once granted will be 4-5 years. We find the resolution to seek ratification of the ESOP scheme to be normal course of business. ESOPs have been important way of incentivising the employee.

The company seeks to increase the number of options to be granted from earlier 518,300 to AMBER Approve grant of additional 0.5 mn stock options now 10,10,800, this is still only 3% of the Oct-Dec'2020 23-Dec-2020 ENTERPRISES Postal Ballot Management For For under ESOP 2017 company’s total paid up capital. We view the INDIA LTD. ESOP 2017 scheme as favourable for the company’s employees. AMBER Approve extension of ESOP 2017 to the employees of Oct-Dec'2020 23-Dec-2020 ENTERPRISES Postal Ballot Management For For Our view is linked to resolution #1 and #2. the subsidiaries of the company INDIA LTD. Approve variation in terms of Greenply Employee GREENPLY This is normal course of business and has no Oct-Dec'2020 23-Dec-2020 Postal Ballot Management Stock Option Plan 2020 (ESOP 2020) for the employees For For INDUSTRIES LTD. material impact for minority share holders. of the company Approve variation in terms of the Greenply Employee GREENPLY This is normal course of business and has no Oct-Dec'2020 23-Dec-2020 Postal Ballot Management Stock Option Plan 2020 (ESOP 2020) for the employees For For INDUSTRIES LTD. material impact for minority share holders. of the company’s subsidiaries 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)

Approve grant of ESOPs to identified employees equal GREENPLY This is normal course of business and has no Oct-Dec'2020 23-Dec-2020 Postal Ballot Management to or exceeding 1% of the issued capital at the time of For For INDUSTRIES LTD. material impact for minority share holders. grant, during any one year Reappoint Rajesh Mittal (DIN: 00240900) as Chairman GREENPLY and Managing Director for another term of five years This is normal course of business and has no Oct-Dec'2020 23-Dec-2020 Postal Ballot Management For For INDUSTRIES LTD. from 1 January 2021 and fix his remuneration as material impact for minority share holders. minimum remuneration

Following the change in control in July 2020, the board proposes to appoint an audit firm with international presence, which will allow them to audit the company’s global subsidiaries as well. The current statutory auditors, DNV& Co. , do Confirm the appointment of Deloitte Haskins & Sells not have that capacity and hence they resigned. J B CHEMICALS & LLP, Chartered Accountants, as statutory auditors till Following their resignation, the board appointed Oct-Dec'2020 23-Dec-2020 PHARMACEUTICAL Postal Ballot Management For For the conclusion of FY21 AGM to fill the casual vacancy Deloitte Haskins & Sells LLP to fill the casual S LTD. caused by resignation of D N V & Co. vacancy. The proposed remuneration is Rs. 5. 35 mn, which is considerably higher than the Rs. 3. 0 mn audit fees charged by the outgoing auditors for FY20, FY19 and FY18 every year. We expect the scope of work to be higher in light of the change in control at the company.

Nikhil Chopra, 47, has over 20 years of experience in the areas of healthcare, pharmaceuticals, health technology and public health. He has domain experience across therapies such as respiratory, urology HIV and paediatric care. His prior role was as CEO of the India Business at J B CHEMICALS & Appoint Nikhil Chopra (DIN: 07220097) as Director Cipla Limited. Across his work experience, he has Oct-Dec'2020 23-Dec-2020 PHARMACEUTICAL Postal Ballot Management For For from 5 October 2020 led teams and cross functions to drive business S LTD. and has been a part of several innovations. He has also had experience in incubated new revenue generating platforms in diagnostic services and digital therapeutics. His appointment as an Executive Director from 5 October 2020 is in line with statutory requirements.

J B CHEMICALS & Appoint Nikhil Chopra (DIN: 07220097) as Chief This is normal course of business and has no Oct-Dec'2020 23-Dec-2020 PHARMACEUTICAL Postal Ballot Management Executive Officer and Whole Time Director for five For For material impact for minority shareholders. S LTD. years from 5 October 2020 and fix his remuneration

Change the company’s name to Adani Total Gas Thiss i a normal course of business and has no Oct-Dec'2020 24-Dec-2020 ADANI GAS LTD. Postal Ballot Management For For Limited from Adani Gas Limited material impact on minority shareholders.

Approve alteration to the Object Clause of the This is a normal course of business and has no Oct-Dec'2020 24-Dec-2020 ADANI GAS LTD. Postal Ballot Management For For Memorandum of Association material impact on minority shareholders.

Appoint Matthias Christoph Lohner (DIN: 0008934420) as Executive Director – Technical, liable to retire by This is normal course of business and has no Oct-Dec'2020 24-Dec-2020 NESTLE INDIA LTD. Postal Ballot Management For For rotation, for a period of five years from 1 November material impact for minority’s shareholders. 2020 and fix his remuneration

Include commission of up to 0.5% of net profits in the ALKEM remuneration terms of Sandeep Singh (DIN: This is normal course of business and has no Oct-Dec'2020 27-Dec-2020 LABORATORIES Postal Ballot Management For For 01277984) as Managing Director, for the remainder of material impact for minority shareholders. LTD his term ending on 16 October 2022

MAX FINANCIAL Adoption of standalone financial statements for the This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management For For SERVICES LTD year ended 31 March 2020 material impact for minority share holders. 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)

MAX FINANCIAL Adoption of consolidated financial statements for the This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management For For SERVICES LTD year ended 31 March 2020 material impact for minority share holders.

MAX FINANCIAL Reappoint Sahil Vachani (DIN: 00761695) as director This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management For For SERVICES LTD liable to retire by rotation material impact for minority share holders.

MAX FINANCIAL Reappoint Deloitte Haskins and Sells, LLP as statutory This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management For For SERVICES LTD auditors for five years till AGM of 2025 material impact for minority share holders. Reappoint Ms. Naina Lal Kidwai (DIN: 00017806) as MAX FINANCIAL This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management Independent Director for five years from 15 January For For SERVICES LTD material impact for minority share holders. 2021 Reappoint Mohit Talwar as MD for one year from 15 MAX FINANCIAL This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management January 2021 and fix his annual remuneration at a For For SERVICES LTD material impact for minority share holders. maximum of Rs. 61.1 mn Ratify/approve and take on record valuation report of equity shares of Max Life Insurance Company Ltd. MAX FINANCIAL This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management (Max Life) with regard to preferential issue of equity For For SERVICES LTD material impact for minority share holders. shares of MFSL to Mitsui Sumitomo Insurance Company Ltd. (MSI) Approve limits for purchase of equity shares of Max Life Insurance Company Ltd. from Axis Bank Ltd., Axis MAX FINANCIAL This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management Capital Ltd. and Axis Securities Ltd. and/or their For For SERVICES LTD material impact for minority share holders. affiliates, for an aggregate amount not exceeding Rs. 200.0 bn Appoint Hideaki Nomura (DIN: 05304525) as non- MAX FINANCIAL This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management executive director, liable to retire by rotation, from 8 For For SERVICES LTD material impact for minority share holders. December 2020 Appoint Mitsuru Yasuda (DIN: 08785791) as non- MAX FINANCIAL This is normal course of business and has no Oct-Dec'2020 30-Dec-2020 AGM Management executive director, liable to retire by rotation, from 8 For For SERVICES LTD material impact for minority share holders. December 2020 CGCEL proposes to increase the ESOP 2019 size from 4. 8 mn to 9. 8 mn options. The company is of the opinion that the current pool may not be sufficient for all employees, including KMPs. The overall dilution of the increased ESOP - 2019 will be 1. 54% of the expanded capital base. The options will be issued at the closing market price on the day prior to the date on which the NRC approves the grant. Of the ESOP, a maximum of 2. 1 mn options (21. 4% of the total pool) or 0. 33% CROMPTON of the paid up capital can be granted to MD & GREAVES Approve the amendment in Crompton Employee Stock Jan-Mar'2021 06-Jan-2021 Postal Ballot Management For For CEO – Shantanu Khosla. The vesting conditions for CONSUMER Option Plan 2019 (ESOP 2019) the options will be determined by the NRC and ELECTRICAL LTD may be performance linked for all employees at the discretion of the NRC but will continue to be performance-linked for Shantanu Khosla. As the options under the scheme will be at the market price, the cost impact on the company will be reasonable, and it will align employee incentives to shareholder returns. 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)

Presently, the authorized share capital of the company is Rs 13. 0 bn divided into 650. 0 mn equity shares of face value of Rs 2. 0. The current paid up capital as on 30 September 2020 is Rs 12. 5 bn divided into 627. 3 mn shares of Rs 2. 0 each. The issue of equity shares pursuant to exercise of CROMPTON Approve increase in authorized share capital and stock options by the employees under the various GREAVES Jan-Mar'2021 06-Jan-2021 Postal Ballot Management consequent amendment to the Memorandum of For For ESOP schemes requires an increase in the CONSUMER Association authorized share capital to Rs 13. 1 bn divided ELECTRICAL LTD into 655. 0 mn equity shares of face value of Rs 2. 0 each. The Clause V of the Memorandum of Association of the company shall also be required to be altered to reflect the increase.

Post the merger of Bharti Infratel Limited and Indus Towers Limited, the promoters and promoter group: Bharti Airtel Limited Shareholders and Vodafone Shareholders have entered into a Restated Shareholders’ Agreement which supersedes and replaces the erstwhile shareholders’ agreement dated 25 April 2018. INDUS TOWERS Approve amendment to the Articles of Association Changes in the restated agreement, pertain to Jan-Mar'2021 08-Jan-2021 Postal Ballot Management For For LTD. (AoA) promoters, qualifying thresholds, composition of board of directors, key employees, exit rights and reserved matters. The draft AOA is available for review on the company’s website. The amendments do not appear to be detrimental to shareholders interests.

Bimal Dayal, 54, was appointed as Managing Director of Bharti Infratel Limited via Postal Ballot held on 1 December 2020; prior to the merger approval between Indus Towers Limited and Appoint Bimal Dayal (DIN: 08927887) as Director, INDUS TOWERS Bharti Infratel Limited. He was previously Jan-Mar'2021 08-Jan-2021 Postal Ballot Management liable to retire by rotation, with effect from 8 January For For LTD. Managing Director and CEO of Indus Towers 2021 limited. He is liable to retire by rotation and his appointment is in line with statutory requirements.

Bimal Dayal’s proposed salary as Managing Director and CEO of the merged entity Indus Tower Limited, is estimated at Rs. 107. 8 mn, comprising a one-time payout of Rs. 22. 7mn - on account of long term incentives granted to him as MD and CEO of Indus Towers Limited, prior to the merger. Excluding the one-time payment, his Appoint Bimal Dayal (DIN: 08927887) as Managing estimated remuneration will be Rs. 85. 1 mn, INDUS TOWERS Jan-Mar'2021 08-Jan-2021 Postal Ballot Management Director & Chief Executive Officer, for five years from 8 For For excluding stock options of which 44% is variable. LTD. January 2021 and fix his remuneration His proposed pay is commensurate with the size and scale of the company’s operations of the merged entity and in line with peers. The company must consider disclosing the maximum number of stock options he will be eligible to receive over his five-year term. 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)

If the entire amount of Rs. 15. 0 bn is raised at current market price of Rs. 2357. 1, it will result in equity dilution of ~4. 4% for existing shareholders. The equity raise will improve the company’s debt profile and support the company’s growth aspirations. The fund raise will APOLLO aid the company in remaining well-poised for Issue of securities upto Rs. 15.0 bn by way of QIP Jan-Mar'2021 09-Jan-2021 HOSPITALS Postal Ballot Management For For opportunities that may present in the aftermath and/or preferential allotment ENTERPRISE LTD. of the pandemic. The equity infusion will also help strengthen the balance sheet and create adequate cash buffer for the company. The company has provided granular disclosures on the expected use of the proceeds.

Normal course of business and has no material Approve loans and guarantees up to Rs. 1.0 bn taken SHREE CEMENT impact on minority shareholders. Jan-Mar'2021 09-Jan-2021 Postal Ballot Management by company’s subsidiaries/associates/group entities For For LTD. under Section 185 of Companies Act 2013 Not in favour of the proposed cash distribution Resolution to approve the distribution mechanism of (preference should not be given to FD DEWAN HOUSING the value receivable by the creditors of Dewan Housing holders(unsecured)). We do not share this view, FINANCE Finance Corporation Limited (“DHFL”) under the of giving precedence to unsecured fixed deposit Jan-Mar'2021 13th Jan 2021 COC Meeting Management For Against CORPORATION resolution plan submitted by the successful resolution holders over secured creditors. LIMITED. applicant (as discussed in the Eighteenth Meeting of the Committee of Creditors (“CoC”) of DHFL)

The legal advisers (cyril Amarchand Mangaldas, Resolution authorising CyrilAmarchand Mangaldas and J.Sagar & Associates) to the committee of J. Sagar Associates, legal advisors to the committee of creditors will be representing CoC in connection creditors (“CoC”) of Dewan Housing Finance to any legal proccedings at NCLT or any court. Corporation Limited (“DHFL”), to do all things Hence voting for the resolution necessary in respect of representing the committee of DEWAN HOUSING creditors in connection with the corporate insolvency FINANCE resolution process (“CIRP”)including but not limited to, Jan-Mar'2021 13th Jan 2021 COC Meeting Management For For CORPORATION representing the CoC in all legal proceedings before LIMITED. any judicial forum,whether initiated before or after the approval of the resolution plan(s) by the Hon’ble National Company Law Tribunal, Mumbai Bench and drafting responses to notices/ letters/ any communication received by the CoC from any persons/ parties.

Voting for creation of corpus for meeting costs of DEWAN HOUSING Resolution in respect of creation of corpus for meeting advisors appointed by or on behalf of the FINANCE costs of advisors appointed by or on behalf of the Committee of Creditors of DHFL relating to the Jan-Mar'2021 13th Jan 2021 COC Meeting Management For For CORPORATION Committee of Creditors of DHFL relating to the corporate insolvency resolution process of DHFL LIMITED. corporate insolvency resolution process of DHFL as these would be to meet day to day expenses

Value to be received from Oaktree offer higher DEWAN HOUSING Resolution Plan submitted by India Opportunities than the liquidation value. Oaktee values the FINANCE Jan-Mar'2021 13th Jan 2021 COC Meeting Management Investments Singapore Pte. Ltd. (“Oaktree”) for Option For For insurance business at 1000 cr (upon sale of CORPORATION I business) LIMITED. Value to be received from Piramal offer higher DEWAN HOUSING than the liquidation value. Piramal values the FINANCE Resolution Plan submitted by Piramal Capital & insurance business at 1000 cr (in cash recovery Jan-Mar'2021 13th Jan 2021 COC Meeting Management For For CORPORATION Housing Finance Limited for Option I upfront). Among the offers received, Piramal LIMITED. laying out highest upfront cash. 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)

Value to be received from Adani offer higher than DEWAN HOUSING Resolution Plan submitted by Adani Properties Private the liquidation value. Adani values the insurance FINANCE Jan-Mar'2021 13th Jan 2021 COC Meeting Management Limited along with its wholly owned subsidiary Nirjara For For business at 250 cr (in cash recovery upfront). CORPORATION Pedestal Private Limited for Option I LIMITED. Overall Value to be received from combined offer DEWAN HOUSING Resolution Plan for Option II- First Scenario higher than the liquidation value. Piramal values FINANCE Jan-Mar'2021 13th Jan 2021 COC Meeting Management (Combination of: Piramal Option IIA, Adani Option IIB For For the insurance business at 1000 cr (Cash recovery CORPORATION and Adani Option IIC) upfront) LIMITED. Overall Value to be received from combined offer DEWAN HOUSING Resolution Plan for Option II- Second Scenario higher than the liquidation value. Piramal values FINANCE Jan-Mar'2021 13th Jan 2021 COC Meeting Management (Combination of: Piramal Option IIA, SC Lowy Option For For the insurance business at 1000 cr (Cash recovery CORPORATION IIB and Adani Option IIC) upfront) LIMITED. We are of the view that the advisors to CoC should paid only contracted advisory fees. No DEWAN HOUSING additional success fees should be paid to them. FINANCE Approval of CIRP costs under Regulation 31 of CIRP Hence voting agaist the resolution. Even the best Jan-Mar'2021 13th Jan 2021 COC Meeting Management For Against CORPORATION regulations bid is 90 % of fair value of assets. If bids was at LIMITED. fair value or higher we could have voted for the proposal.

The company had received requests from the erstwhile founders/promoters of HCG - Gopichand Mamillapalli, Gopinath K S, Ganesh Nayak, Ramesh S Bilimagga, and their relatives for reclassification of their shareholding from the category of Promoter/Promoter Group to Public HEALTHCARE Reclassify certain members of the promoter group to category as they are no longer engaged in the Jan-Mar'2021 14-Jan-2021 GLOBAL Postal Ballot Management For For public shareholder category management of day-to-day affairs of HCG and are ENTERPRISES LTD not involved in the decision-making process. In aggregate, they hold 2. 28% of the total paid up equity capital. The reclassification to public shareholders in line with regulatory requirements.

Normal course of business and has no material K N R Approve increase in authorized share capital to Rs. impact on minority shareholders. Jan-Mar'2021 22-Jan-2021 CONSTRUCTIONS Postal Ballot Management 600.0 mn from Rs. 350.0 mn and consequently amend For For LTD. the Memorandum of Association (MoA) K N R Approve issuance of bonus equity shares in the ratio of Proposed resolution is beneficial for minority Jan-Mar'2021 22-Jan-2021 CONSTRUCTIONS Postal Ballot Management one bonus equity share for every one equity share For For shareholders. LTD. held (ratio of 1:1) Normal course of business and has no material Reappoint K Narsimha Reddy (DIN: 00382412) as impact on minority shareholders. K N R Managing Director for another term of five years from Jan-Mar'2021 22-Jan-2021 CONSTRUCTIONS Postal Ballot Management 1 April 2021, approve continuation of his directorship For For LTD. having attained 70 years of age and fix his remuneration as minimum remuneration Reappoint K Jalandhar Reddy (DIN: 00434911) as Normal course of business and has no material K N R Executive Director for five years from 1 April 2021 up impact on minority shareholders. Jan-Mar'2021 22-Jan-2021 CONSTRUCTIONS Postal Ballot Management For For to 31 March 2026 and fix his remuneration as LTD. minimum remuneration 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)

Stock options have long been recognized internationally as an effective instrument to align the interest of Employees with those of the company and its shareholders, and providing an opportunity to Employees to share the growth of the Approve VST Industries Employee Stock Option Plan - company, and to create long-term wealth in the 2020 (VST-ESOP 2020) under which up to 0.77 mn hands of the Employees. The exercise price will V S T INDUSTRIES Jan-Mar'2021 05-Feb-2021 Postal Ballot Management stock options or stock options upto 5% of the paid-up For For be decided by the NRC committee provided they LTD. equity share capital, whichever is higher, will be conform to the provisions of applicable granted accounting policies. The appraisal process for determining the eligibility of the Employee will be specified by the NRC. Number of options to be granted will be decided on case to case basis. This is normal course of business.

Approve the grant of stock options to the employees Our decision is similar to our rationale expressed V S T INDUSTRIES Jan-Mar'2021 05-Feb-2021 Postal Ballot Management of subsidiaries and holding companies under VST-ESOP For For for Resolution No. 1. LTD. 2020 The company proposes to implement VST-ESOP 2020 through the trust route. VST Industries proposes to provide up to 5% of its aggregate V S T INDUSTRIES Approve implementation of VST-ESOP 2020 via trust Jan-Mar'2021 05-Feb-2021 Postal Ballot Management For For paid-up capital and free reserves to the trust to LTD. route undertake the secondary acquisition. Our decision on this resolution is linked to resolution No. 1. The company proposes to acquire equity shares from the secondary market through the trust for V S T INDUSTRIES Authorize trust for secondary acquisition of shares Jan-Mar'2021 05-Feb-2021 Postal Ballot Management For For the implementation of VST-ESOP 2020. Our LTD. under VST-ESOP 2020 decision on this resolution is linked to resolution No. 1. The proposed resolution will enable the company to grant loans to the trust to acquire shares from To grant loan (upto 5% of the aggregate of paid-up V S T INDUSTRIES the secondary market to implement the proposed Jan-Mar'2021 05-Feb-2021 Postal Ballot Management share capital and free reserves) to the trust for For For LTD. scheme. Our decision on this resolution is linked purchase of shares under VST-ESOP 2020 to resolution No. 1.

Approve the amalgamation of wholly owned This is a normal course of business and has no P I INDUSTRIES Jan-Mar'2021 06-Feb-2021 NCM Management subsidiary, Isagro (Asia) Agrochemicals Private Limited For For material impact on minority shareholders. LTD. with PI Industries Limited Bharti Airtel’s existing registered office is located at Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-2, New Delhi-110070. Bharti Airtel has disclosed that presently the registered office is situated in Delhi while the day-to-day operations are carried out from the office located in Haryana. Therefore, it proposes to shift its registered office at Airtel Center, Plot No. 16, Approve shifting of the registered office to the state of Udyog Vihar, Phase-IV, Gurugram-122015 in the BHARTI AIRTEL Haryana from the National Capital Territory (NCT) of Jan-Mar'2021 09-Feb-2021 Postal Ballot Management For For state of Haryana and consequently amend Clause LTD. Delhi and consequent alteration to the Memorandum II of the Memorandum of Association (MoA). The of Association (MoA) management is of the opinion that shifting of the registered office will enable more administrative control and rationalize business operations. Further, shifting of the registered office is not detrimental to the interest of shareholders. 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 company is classified as a Large Corporate and is required to raise at least 25% of its incremental borrowings by way of issuance of debt securities on an annual basis. As on 31 March 2020, the company’s outstanding consolidated borrowings were Rs. 3. 1 bn and FORCE MOTORS Approve issuance of Non-Convertible Debentures Debt to Equity ratio was 0. 2x. The company’s Jan-Mar'2021 10-Feb-2021 Postal Ballot Management For For LTD. (NCDs) on private placement basis up to Rs. 5.0 bn debt programs are rated CRISIL AA/Stable/CRISIL A1+ which indicates high degree of safety regarding timely servicing of financial obligations. While not explicitly stated, the issue is likely to be within the overall borrowing limits proposed in resolution #2.

The company’s outstanding consolidated debt as of 30 September 2020 was Rs. 4. 2 bn. The company seeks a borrowing limit of Rs. 25. 0 bn, which is significantly greater than current debt levels. While this is an enabling resolution, the company has not provided a clear rationale for how it has arrived at this borrowing limit; however, the aggregate of paid-up share capital, Approve increase in borrowing limits to Rs. 25.0 bn or free reserves and securities premium was Rs. 19. the aggregate of paid-up capital, free reserves and 8 bn as of 31 March 2020. The company has been FORCE MOTORS Jan-Mar'2021 10-Feb-2021 Postal Ballot Management securities premium whichever is higher and creation of For For judicious in raising debt under this limit and we LTD. charges/mortgage/hypothecation on assets of the expect them to continue to remain conservative. company for the borrowings Any substantial debt raise could have a negative impact on the credit metrics of the company. Further, we believe the company should have sought approvals for borrowings and creation of charge via separate resolutions as a measure of good corporate governance.

Normal course of business and has no material Adoption of standalone and consolidated financial Jan-Mar'2021 12-Feb-2021 SIEMENS LTD. AGM Management For For impact for minority shareholders. statements for the year ended 30 September 2020 Declare dividend of Rs. 7 per equity share (face value Normal course of business and has no material Jan-Mar'2021 12-Feb-2021 SIEMENS LTD. AGM Management For For Rs 2) impact for minority shareholders. Normal course of business and has no material Not fill casual vacancy caused by retirement of Ms. Jan-Mar'2021 12-Feb-2021 SIEMENS LTD. AGM Management For For impact for minority shareholders. Mariel von Schumann (DIN: 06625674) as Director Normal course of business and has no material Appoint Tim Holt (DIN: 08742663) as Non-Executive Jan-Mar'2021 12-Feb-2021 SIEMENS LTD. AGM Management For For impact for minority shareholders. Director liable to retire by rotation, from 1 June 2020 Appoint Matthias Rebellius (DIN: 08975071) as Special Normal course of business and has no material Jan-Mar'2021 12-Feb-2021 SIEMENS LTD. AGM Management Director not liable to retire by rotation, from 1 For For impact for minority shareholders. December 2020 Approve remuneration of Rs 1.9 mn payable to R. Normal course of business and has no material Jan-Mar'2021 12-Feb-2021 SIEMENS LTD. AGM Management Nanabhoy & Co., Cost Accountants for year ending 30 For For impact for minority shareholders. September 2021 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 company proposes to issue upto 241 mn unsecured non-convertible debentures (NCD) of Rs. 29. 0 each (1 bonus debenture for every 1 equity share held) aggregating to Rs. 6. 98 bn and pay a dividend of Rs. 12. 5 per equity share. Further, the borrowing limit will be increased to Approve scheme of arrangement to pay dividend of Rs. Rs. 50 bn from Rs. 20 bn, with creation of charge 12.5 per share, bonus issue of three-year non- on the company’s assets as security. The convertible debentures of face value Rs 29.0 each per outstanding consolidated debt as on 30 BRITANNIA Jan-Mar'2021 15-Feb-2021 NCM Management equity share of face value Re. 1.0 each, transfer excess For For September 2020 was Rs. 24. 5 bn. Their NCD INDUSTRIES LTD. balance of general reserve to retained earnings programme is rated CRISIL AAA/Stable and ICRA account and increase the borrowing limit from Rs. 20.0 AAA/Stable which denotes highest degree of bn to Rs. 50.0 bn safety regarding timely servicing of financial obligations. Britannia has a comfortable financial risk profile supported by low long-term debt levels, cash flow generating capacity and strong profitability.

Approve the amalgamation of wholly owned Proposed resolution is beneficial for minority TATA POWER CO. subsidiaries, Coastal Gujarat Power Limited and Tata shareholders. Jan-Mar'2021 16-Feb-2021 NCM Management For For LTD. Power Solar Systems Limited with The Tata Power Company Limited Currently 33. 7 mn shares (25. 0% of paid-up capital) are held by Escorts Benefit and Welfare Trust (EBWT) as treasury shares. In April 2020, shareholders approved the issuance of 12. 3 mn equity shares on a preferential basis to Kubota Corporation, which Escorts proposes to cancel out of its treasury shares and reduce its share capital. Consequently, the outstanding paid-up capital will be debited by Rs. 122. 5 mn and the Approve reduction in the paid-up capital by 12.3 mn securities premium will be debited by Rs. 1. 0 bn. Jan-Mar'2021 21-Feb-2021 ESCORTS LTD. Postal Ballot Management For For shares Shares held through treasury stock give disproportionate voting rights to promoters and thus have potential to violate minority shareholders’ rights. The capital reduction will enable the company to reduce its outstanding treasury stock. The quantum of treasury shares post the capital reduction will be 17. 5% (21. 4 mn equity shares).

Proposed diversification into paints business requires the alteration to the object clause of the GRASIM Approve alteration to the Object Clause of the Jan-Mar'2021 22-Feb-2021 EGM Management For For memorandum of association. The diversification INDUSTRIES LTD. Memorandum of Association will be beneficial for minority shareholders.

ICICI LOMBARD This is normal course of business and has no Approve merger of Bharti AXA General Insurance GENERAL material impact for minority share holders. Jan-Mar'2021 23-Feb-2021 NCM Management Company Limited (Bharti AXA GI) with ICICI Lombard For For INSURANCE General Insurance Company Limited (ICICI Lombard) COMPANY LTD. 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)

Dr. Keshab Panda, 62, is the outgoing CEO & MD of the company. His term ended on 9 January 2021. As part of succession planning, the company promoted Amit Chadha (see resolution #2) to the role of CEO & MD with effect from 1 April 2021. Therefore, the company seeks approval to extend the term of Dr. Keshab Panda Extend the term of Dr. Keshab Panda (DIN: 05296942) as CEO & MD from 10 January 2021 up to 31 L&T TECHNOLOGY as CEO and Managing Director from 10 January 2021 March 2021. There is no change in his Jan-Mar'2021 03-Mar-2021 Postal Ballot Management For For SERVICES LTD upto 31 March 2021 and appoint him as Non-Executive remuneration till the end of his extended term up Director with effect from 1 April 2021 to 31 March 2021. The company proposes to appoint him as Non-Executive Director from 1 April 2021. Dr. Keshab Panda has been instrumental in shaping the company to its present state. He will retire by rotation. His appointment is in line with statutory requirement.

Amit Chadha, 49, will be promoted to the role of CEO & MD with effect from 1 April 2021 for three years. Therefore, the company seeks approval to extend his term as Deputy CEO and Whole Time Director from 1 February 2021 up to 31 March 2021. His proposed remuneration for FY22 is Rs. 55. 8 mn (excluding ESOPs). His remuneration is in line with peers and commensurate with the Extend the term of Amit Chadha (DIN: 07076149) as size and complexity of the business. The company Deputy CEO and Whole Time Director from 1 February must disclose the likely quantum of stock options L&T TECHNOLOGY Jan-Mar'2021 03-Mar-2021 Postal Ballot Management 2021 upto 31 March 2021, appoint him as CEO and For For he will be granted and disclose performance SERVICES LTD Managing Director for three years from 1 April 2021 metrics that determine his variable pay. and fix his remuneration Notwithstanding, we expect the company to remain prudent and pay Amit Chadha remuneration that is commensurate with the performance as well as size of the industry. Further, he is a professional and his skills carry a market value.

Chandrasekaran Ramakrishnan, 64, has over 34 years of experience in information technology. He retired as Executive Vice Chairperson of Cognizant, India in March 2019. He joined Cognizant as a member of the founding team. He is part of Chairman’s council, NASSCOM. He has an engineering degree from National Institute of Technology (NIT), Trichy and MBA from IIM, Appoint Chandrasekaran Ramakrishnan (DIN: Bangalore. He attended 100% of the meetings L&T TECHNOLOGY Jan-Mar'2021 03-Mar-2021 Postal Ballot Management 00580842) as an Independent Director for five years For For held in FY21 since his appointment. He also SERVICES LTD from 19 October 2020 serves as an independent director on the board of Mindtree, a L&T company since 15 July 2020. We calculate his tenure from the beginning of his association with the L&T group. His appointment as an independent director is in line with statutory requirements.

Reappoint Sudip Banerjee (DIN: 05245757) as This is normal course of business and has no L&T TECHNOLOGY Jan-Mar'2021 03-Mar-2021 Postal Ballot Management Independent Director for a second term of five years For For material impact for minority shareholders. SERVICES LTD from 21 January 2021 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)

MAHINDRA & This is normal course of business and has no Appoint Ms. Rebecca Nugent (DIN: 09033085) as MAHINDRA material impact for minority share holders. Jan-Mar'2021 03-Mar-2021 Postal Ballot Management Independent Director for a term of five years from 5 For For FINANCIAL March 2021 SERVICES LTD. MAHINDRA & This is normal course of business and has no MAHINDRA Appoint Amit Raje (DIN: 06809197) as Non-Executive material impact for minority share holders. Jan-Mar'2021 03-Mar-2021 Postal Ballot Management For For FINANCIAL Non-Independent Director, liable to retire by rotation SERVICES LTD. The proposed restructuring is in line with Tata Motors Limited’s (TML) overall strategy of strategically addressing the growth and profitability of the passenger vehicles business. TML has disclosed that it is looking for a strategic partner to invest in the PV business. The PV Approve transfer of Passenger Vehicle Business into business is being transferred to TML BASL for a TATA MOTORS TML Business Analytics Services Ltd., a wholly owned consideration of Rs. 94. 2 bn, against which equity Jan-Mar'2021 05-Mar-2021 NCM Management For For LTD - DVR subsidiary on a slump sale basis for a consideration of shares will be issued – there is no cash transfer. Rs. 94.2 bn Except for a loan of Rs. 5. 87 bn received from Gujarat Govt. For the Sanand Plant, no debt will get transferred to the subsidiary. The proposed restructuring has no impact on the existing shareholders of Tata Motors.

The proposed restructuring is in line with Tata Motors Limited’s (TML) overall strategy of strategically addressing the growth and profitability of the passenger vehicles business. TML has disclosed that it is looking for a strategic partner to invest in the PV business. The PV Approve transfer of Passenger Vehicle Business into business is being transferred to TML BASL for a TATA MOTORS TML Business Analytics Services Ltd., a wholly owned consideration of Rs. 94. 2 bn, against which equity Jan-Mar'2021 05-Mar-2021 NCM Management For For LTD. subsidiary on a slump sale basis for a consideration of shares will be issued – there is no cash transfer. Rs. 94.2 bn Except for a loan of Rs. 5. 87 bn received from Gujarat Govt. For the Sanand Plant, no debt will get transferred to the subsidiary. The proposed restructuring has no impact on the existing shareholders of Tata Motors.

The sub-division will improve the liquidity of the DIXON Approve the sub-division of equity shares from one company’s shares in the market and make it Jan-Mar'2021 07-Mar-2021 TECHNOLOGIES Postal Ballot Management share of face value of Rs. 10.0 per share to five shares For For affordable to small investors. This has no material (INDIA) LIMITED of face value Rs. 2.0 per share impact for minority shareholders.

As a result of the sub-division of equity shares, the company proposes to change the Capital Clause (Clause V) of the Memorandum of DIXON Approve alteration to Capital Clause of Memorandum Association (MoA). The altered MoA will reflect Jan-Mar'2021 07-Mar-2021 TECHNOLOGIES Postal Ballot Management of Association (MoA) to accommodate the sub-division For For the proposed authorized share capital of Rs. 260. (INDIA) LIMITED of equity shares 0 mn, divided into 130. 0 mn equity shares of face value Rs. 2. 0 each. This has no material impact for minority shareholders.

The bonus shares are being issued to improve stock liquidity and expand the retail shareholder ASTRAL POLY Approve issue of bonus shares in the ratio of one base. An amount of Rs. 50. 2 mn will be Jan-Mar'2021 09-Mar-2021 Postal Ballot Management For For TECHNIK LTD. bonus share for every three held (ratio of 1:3) capitalized from the free reserves and/or the securities premium account to facilitate the issue. 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 company was incorporated as ‘Astral Poly Technik Limited’ as it was established with the aim of manufacturing and supplying polymer pipes. However, over the years the company has added multiple products and has also ventured into different segments like adhesives, sealants and construction chemicals. All the products are Change in the name of the company from Astral Poly ASTRAL POLY manufactured, supplied and marketed under the Jan-Mar'2021 09-Mar-2021 Postal Ballot Management Technik Limited to Astral Limited and subsequent For For TECHNIK LTD. brand “Astral”. Since the “Astral” brand now alteration to the charter documents covers wide spectrum of businesses, the company proposes to change its name to Astral Limited as a part of a corporate re-branding exercise. This has no material impact for minority shareholders.

The voting has been abstained for these proposals as the shareholding in this company is SHRIRAM Approve private placement of redeemable non- through passive Schemes like Index Funds / Jan-Mar'2021 10-Mar-2021 TRANSPORT Postal Ballot Management convertible debentures, subordinated debentures, For Abstain Exchange Traded Funds/Arbitrage Funds/ FINANCE CO. LTD. bonds, or any other debt securities of up to Rs. 350 bn Arbitrage positions in other Funds.

Appoint Ganesh Lakshminarayan (DIN: 00012583) as This is normal course of business and has no SUNDARAM Jan-Mar'2021 11-Mar-2021 Postal Ballot Management Independent Director for five years from 12 August For For material impact for minority share holders. FINANCE LTD. 2020 to 11 August 2025 Re-designate Harsha Viji (DIN: 0602484) as Executive This is normal course of business and has no SUNDARAM Jan-Mar'2021 11-Mar-2021 Postal Ballot Management Vice Chairperson for five years from 1 April 2021 and For For material impact for minority share holders. FINANCE LTD. fix his remuneration Re-designate Rajiv C Lochan (DIN: 05309534) as This is normal course of business and has no SUNDARAM Jan-Mar'2021 11-Mar-2021 Postal Ballot Management Managing Director for five years from 1 April 2021 and For For material impact for minority share holders. FINANCE LTD. fix his remuneration Re-designate AN Raju (DIN: 00036201) as Deputy This is normal course of business and has no SUNDARAM Jan-Mar'2021 11-Mar-2021 Postal Ballot Management Managing Director for five years from 1 April 2021 and For For material impact for minority share holders. FINANCE LTD. fix his remuneration SRL Diagnostics Private Limited, a wholly owned subsidiary of SRL Limited, currently owns 50% in DDRC SRL Diagnostics Private Limited (DDRC SRL) with the remaining 50% held by Ms. Elsy Joseph K and Dr. Ajith Joseph K, collectively. The company is seeking shareholder approval for acquisition of the remaining 50% stake (250,000 equity shares of Rs. 10 each) in DDRC SRL by SRL Limited for a Approve acquisition of 250,000 equity shares of DDRC consideration of Rs. 3. 5 bn. The acquisition of FORTIS SRL Diagnostics Private Limited (DDRC SRL), a joint remaining stake of DDRC SRL will enable SRL to Jan-Mar'2021 14-Mar-2021 Postal Ballot Management For For HEALTHCARE LTD. venture, by SRL Limited, 57.7% subsidiary of Fortis generate operational synergies, consolidate Hospitals Limited (FHL) similar businesses, grow its B2C business segment and expand the product portfolio of lifestyle diseases tests, specialized tests and preventive packages. Notwithstanding, the company should have disclosed the latest financials and valuation report for DDRC SRL. 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)

Through a separate resolution, SRL Limited proposes to issue Non-Convertible Debentures (NCDs) on private placement basis to raise upto Rs. 1. 25 bn to fund the acquisition of 50% stake in DDRC SRL. As on 31 March 2020, SRL’s outstanding consolidated borrowings were Approve issuance of listed Non-Convertible negligible at Rs. 1. 2 mn. In April 2020, ICRA FORTIS Jan-Mar'2021 14-Mar-2021 Postal Ballot Management Debentures (NCDs) by SRL Limited on private For For upgraded SRL Limited’s rating to ICRA A-/Ratings HEALTHCARE LTD. placement basis. watch with developing implications/ICRA A1 from ICRA BBB+/Stable/ICRA A2 which indicates adequate degree of safety regarding timely servicing of financial obligations. Our view on this resolution is linked to Resolution #1.

HHPL owns nine apartments in Vashi which it proposes to sell at a consideration determined by the board of directors of HHPL. While the company has not specified that the pricing will be at arm’s length, given that the sale is taking place to meet liquidity requirements, it is unlikely to Approve sale of immovable properties by Hiranandani take place within group companies. We support FORTIS Jan-Mar'2021 14-Mar-2021 Postal Ballot Management Healthcare Private Limited (HHPL), a wholly owned For For the resolution since HHPL is monetizing its non- HEALTHCARE LTD. subsidiary of Fortis Healthcare Limited (FHL) core assets, proceeds of which will be used to meet its liquidity requirements. Although this is an enabling resolution, we expect the company to provide concrete disclosures when it approaches shareholders for such approvals.

In June 2012, the PE Investors entered into a Shareholder Agreement with SRL Limited. This was supplemented by an exit agreement which set out certain time linked exit options available to the PE investors, that have now lapsed. Further, a put option was provided to them, requiring FHL to buy out their stake upon occurrence of a pre-defined trigger event, which has been suspended by the PE Investors till 31 Amend existing Shareholders Agreement between SRL March 2021. Consequently, the company Limited and International Finance Corporation (IFC), proposes to terminate the exit agreement by Nylim Jacob Ballas India Fund III LLC, Resurgence PE entering into a termination agreement and enter FORTIS Jan-Mar'2021 14-Mar-2021 Postal Ballot Management Investments Limited (PE Investors) and Fortis For For into an amended exit agreement under the HEALTHCARE LTD. Healthcare Limited (FHL) and terminate the exit Amended SHA 2021 with new proposed exit agreement dated 12 June 2012 executed amongst FHL, rights of the PE Investors. The new exit rights SRL Limited and the PE Investors would comprise of events including an IPO or ‘offer for sale’ and a third-party stake sale process, among others. The PE investors would have a new put option in case of no exit event is achieved as per the timelines in the amended SHA. The proposed amendments are not prejudicial to the interests of FHL’s shareholders. 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)

SRL FZ-LLC, wholly owned step-down subsidiary of SRL, is located in Healthcare City and is the first standalone CAP accredited laboratory in UAE. SRL Approve the conversion of export receivables payable has outstanding export receivables of Rs. 0. 2 bn by SRL Diagnostics FZ-LLC (SRL FZ-LLC, step-down FORTIS from SRL FZ-LLC which it proposes to convert into Jan-Mar'2021 14-Mar-2021 Postal Ballot Management subsidiary of Fortis Hospitals Limited) to SRL Limited, For For HEALTHCARE LTD. equity. Given the stressed liquidity position of SRL 57.7% subsidiary of Fortis Hospitals Limited, into FZ-LLC and the fact that it is wholly owned, we equity shares to be issued to SRL Limited support the investment.

This is a normal course of business and has no Approve related party transactions (RPTs) with GAIL material impact on minority shareholders. (India) Limited, Indian Oil Corporation Limited (IOCL), PETRONET L N G Jan-Mar'2021 15-Mar-2021 EGM Management Oil and Natural Gas Corporation Limited (ONGC) and For For LTD. Bharat Petroleum Corporation Limited (BPCL) and their affiliates for FY22 Reappoint Sidhartha Pradhan (DIN: 06938830) as This is a normal course of business and has no PETRONET L N G Jan-Mar'2021 15-Mar-2021 EGM Management Independent Director for three years from 16 May For For material impact on minority shareholders. LTD. 2021 In May 2018, the company the Generic Products business of Sun Pharma FZE with itself. The merger envisaged that Sun Pharma FZE will concentrate on strengthening the branded products portfolio. The company now seeks to merge Sun Pharma FZE, which will consolidate the remaining branded products portfolio and realize operating synergies, while simplifying the holding structure. As per company clarification, the proposed merger will add ~Rs. 45,347 mn (~24%) SUN Approve the amalgamation of Sun Pharma Global FZE, to the standalone net worth of Sun Pharma based Jan-Mar'2021 16-Mar-2021 PHARMACEUTICAL NCM Management a wholly owned step-down subsidiary, with Sun For For on FY20 financials. It will consolidate operations INDS. LTD. Pharmaceuticals Industries Limited and may result in optimal utilization of resources given that both companies are engaged in similar business activities in common geography of USA. Further, since Sun Pharma FZE is a wholly owned step-down subsidiary of Sun Pharma, there will be no material impact on the consolidated financials.

Maruti Suzuki India Limited (MSIL) proposes to alter the Object Clause of the Memorandum of Association in order to develop, operate and maintain digital platforms that will facilitate online purchase of its products and other ancillary mobility services. MSIL may partner with third MARUTI SUZUKI Approve alteration to the Object Clause of the party venders to provide these web-based Jan-Mar'2021 16-Mar-2021 Postal Ballot Management For For INDIA LTD. Memorandum of Association solutions. We believe it is the prerogative of the board and the management to decide on business diversifications. Notwithstanding, the proposed diversification may pose execution and other business risks.

His reappointment is in line with statutory Reappoint Suresh Krishna (DIN: 00046919) as SUNDRAM requirements. This is normal course of business Jan-Mar'2021 16-Mar-2021 Postal Ballot Management Chairperson and Non-Executive Director for five years For For FASTENERS LTD. and has no material impact on minority from 1 July 2021 and fix his remuneration shareholders. We estimate Suresh Krishna’s annual Approve remuneration to Suresh Krishna (DIN: remuneration at Rs. 53. 7 mn for FY22. This is SUNDRAM 00046919), Chairperson and Non-Executive Director in Jan-Mar'2021 16-Mar-2021 Postal Ballot Management For For normal course of business and has no material FASTENERS LTD. excess of 50% of total annual remuneration to all non- impact on minority shareholders. executive directors in FY22 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)

We estimate Arathi Krishna’s annual remuneration between Rs. 105. 1 mn to Rs. 126. 7 mn including commission, which is high compared to peers. In the past, remuneration paid to her was high (Rs. 135. 0 mn in FY18 and Rs. 183. 2 mn in FY19). Further, the aggregate remuneration paid to promoters in the past has Reappoint Arathi Krishna (DIN: 0051747456) as been high, between 6. 8% to 7. 0% of SUNDRAM Jan-Mar'2021 16-Mar-2021 Postal Ballot Management Managing Director for five years from 3 May 2021 and For For consolidated PBT during FY17 to FY19. Her FASTENERS LTD. fix her remuneration remuneration terms are open ended and the amount of commission to be paid to her will be at the discretion of the board. Even so, we recognise the need for Arathi Krishna, as promoter, to be reappointed as the Managing Director and be held accountable for the performance of the company.

K. B. S. Anand, 65, is the former MD & CEO of Asian Paints. He attended all three board Appoint K. B. S. Anand (DIN: 0351828) as Independent meetings held in FY21 after his appointment as Jan-Mar'2021 16-Mar-2021 LUPIN LTD. Postal Ballot Management Director for a period of five years w.e.f. 12 August For For Additional Director in August 2020. His 2020 appointment is in line with all statutory requirements. Dr. Punita Kumar-Sinha, 58, is the Founder of Pacific Paradigm Advisors, an independent investment advisory and management firm focused on Asia. She attended all three board meetings held in FY21 after her appointment as additional director in August 2020. We are given to understand that her responsibilities as founder of Pacific Paradigm Advisors is not full-time in nature and that she has sufficient flexibility to Appoint Dr. Punita Kumar-Sinha (DIN: 05229262) as manage her several board responsibilities. Dr. Jan-Mar'2021 16-Mar-2021 LUPIN LTD. Postal Ballot Management Independent Director for a period of five years w.e.f. For For Punita Kumar-Sinha serves on the ten boards 12 August 2020 (including Lupin Limited) of which four are of listed companies. In the shareholder notice, the board should have articulated its assessment of Punita Kumar-Sinha’s ability to devote time to her board responsibilities, in light of her role as founder of Pacific Paradigm Advisors.

Robert Funsten, 61, is Counsel in the Corporate Practice Group of the law firm Brown Rudnick LLP in the USA, before which he was a partner at the firm and Co-Chair of the firm’s Global Life Sciences Group. He has over 25 years of experience working with and advising life sciences companies in transactional, M&A and other matters. The company has clarified that Robert Appoint Robert Funsten (DIN: 08950420) as Funsten was appointed as Independent Director Jan-Mar'2021 16-Mar-2021 LUPIN LTD. Postal Ballot Management Independent Director for six months w.e.f. 10 For For for a period of six months to ensure regulatory November 2020 compliance with board independence norms until the appointment of Mark D McDade. He attended the single board meeting held in FY21 after his appointment as additional director in November 2020. His appointment is in line with all statutory 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)

Mark D McDade, 65, is a Co-Founder and Partner at Qiming Venture Partners, USA where he built a strong investment team and made large number of high value investments in biotherapeutics, including cell and gene therapy and digital health. He has over 37 years of experience in the biopharmaceutical industry covering small and Appoint Mark D McDade (DIN: 09037255) as large molecules (biologic) products in a wide Jan-Mar'2021 16-Mar-2021 LUPIN LTD. Postal Ballot Management Independent Director for a period of five years w.e.f. For For range of therapeutic areas in large, mid, small and 28 January 2021 development-stage companies, in all global markets. He attended the single board meeting held in FY21 after his appointment as additional director in January 2021. His appointment is in line with all statutory requirements.

Approve acquisition of NER II Transmission Limited Proposed acquisition will be IRR accretive for Jan-Mar'2021 19-Mar-2021 INDIA GRID TRUST EGM Management (NER) for cash at an enterprise value not exceeding Rs. For For unitholders. 46.25 bn Bharti Airtel wants to expand into the home DTH business by providing differentiated and integrated services to the untapped Indian market. To pursue its strategy Bharti Airtel is looking to increase its stake in Bharti Telemedia Limited (BTL) by making the company its wholly owned subsidiary. The company seeks approval to acquire Warburg Pincus’ 20% stake in Bharti Telemedia for a consideration of Rs. 31. 3 bn which would be partially discharged through the Approve the acquisition of Bharti Telemedia Ltd’s 20% issuance of shares on a preferential allotment and BHARTI AIRTEL Jan-Mar'2021 19-Mar-2021 EGM Management stake from Lion Meadow Investments Ltd, an affiliate For For the remaining consideration will be paid in cash. LTD. of Warburg Pincus for a consideration of Rs. 31.3 bn Warburg Pincus will be swapping its stake in BTL for a stake in Bharti Airtel and will own 0. 66% of the company’s equity: the valuation multiple for its entry and exit from the investment in BTL has been in the same range. Further, the valuation is in line with peers. The current transactions may further stretch the company’s debt to equity ratio which was 2. 0x on 31 December 2020.

This is normal course of business and has no IDFC FIRST BANK Jan-Mar'2021 21-Mar-2021 Postal Ballot Management Approve issuance of securities of upto Rs 30.0 bn For For material impact for minority share holders. LTD This is normal course of business and has no KOTAK MAHINDRA Approve material related party transactions with Infina Jan-Mar'2021 23-Mar-2021 Postal Ballot Management For For material impact for minority share holders. BANK LTD. Finance Pvt. Ltd. for FY21 This is normal course of business and has no KOTAK MAHINDRA Approve material related party transactions with Jan-Mar'2021 23-Mar-2021 Postal Ballot Management For For material impact for minority share holders. BANK LTD. Promoter, MD & CEO Uday S. Kotak for FY21 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)

Ms. Radhika Rajan, 64, is Executive Vice- President, DSP Investments. She is the former President of TCG Advisory of the TCG Group, New York. She holds an MBA from IIM Ahmedabad and a MSc (Physics) degree from IIT, Mumbai. She was first appointed as Independent Director of the Reappoint Ms. Radhika Rajan (DIN: 00499485) as company in May 2016. The company proposes to Jan-Mar'2021 24-Mar-2021 3M INDIA LTD. Postal Ballot Management For For Independent Director for five years from 27 May 2021 reappoint her for another term of five years. She has attended 100% of the board meetings in FY20 and all the board meetings held so far in FY21. Her reappointment is in line with all statutory requirements.

Ms. Mamata Janak Gore, 55, has over 26 years of diverse experience in the finance function within 3M Company’s Middle East, Central Europe, and India Region Operations. She was appointed as CFO of the company on 1 March 2018. She is a Chartered Accountant and holds a Certificate course on Retail Management from IIM, Appoint Ms. Mamata Janak Gore (DIN: 08792863) as Ahmedabad. She is not liable to retire by rotation Jan-Mar'2021 24-Mar-2021 3M INDIA LTD. Postal Ballot Management For For Director – while we do not support board permanency, we recognize that she is being appointed as Whole- time Director (via resolution 3) for a fixed term and her reappointment will require shareholder approval. Her appointment is in line with all statutory requirements.

Ms. Mamata Janak Gore, 55, was appointed as CFO of the company on 1 March 2018. The company now proposes to appoint her as Whole- time Director and CFO of the company for three years from 1 September 2020 to 31 August 2023. Her proposed remuneration estimated at ~Rs. 50. 6 mn (including stock options) is in line with peers Appoint Ms. Mamata Janak Gore (DIN: 08792863) as of similar size and is commensurate with the size Whole-time Director and CFO for three years from 1 and scale of operations. We observe that part of Jan-Mar'2021 24-Mar-2021 3M INDIA LTD. Postal Ballot Management For For September 2020 to 31 August 2023 and fix her her remuneration structure is aligned with the remuneration performance of the global parent and not that of 3M India since she is eligible to receive SARs/RSUs from 3M USA. The company must provide details on the quantum of stock options that may be granted to her over her tenure.

James Ernest Falteisek, 55, is Vice President, 3M Asia Corporate Affairs and Managing Director of 3M Korea. He is former Vice President, Commercialization, Consumer Business Group, St. Paul. He is a Bachelor of Chemical Engineering Appoint James Ernest Falteisek (DIN: 08792857) as from Education University of Minnesota and Jan-Mar'2021 24-Mar-2021 3M INDIA LTD. Postal Ballot Management Non-Executive Non-Independent Director, liable to For For holds an MBA from University of St. Thomas, St. retire by rotation from 1 September 2020 Paul, Minnesota. He is liable to retire by rotation and his appointment as Non-Executive Non- Independent Director is in line with all statutory 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 proposed alterations are procedural in nature and are being undertaken to align the MoA with the provisions of the Companies Act, 2013. These alterations are not prejudicial to the interests of ALKEM Approve alteration to the Memorandum of Association minority shareholders. Shareholders should Jan-Mar'2021 24-Mar-2021 LABORATORIES Postal Ballot Management to align it with the provisions of Table A of the For For engage with the company to understand the LTD Companies Act, 2013 reason for the large time gap between the Companies Act, 2013 becoming effective and the company proposing to align its MoA with the Act.

Rajeev Gopalakrishnan, 55, is Managing Director, Bata India Ltd. Given the impact on company performance on account of the Covid-19 pandemic, the company seeks approval to pay him remuneration until end of his current tenure Approve payment of minimum remuneration in the on existing terms and conditions in case of losses event of losses or inadequate profits to Rajeev or inadequate profits. His FY20 pay at Rs. 57. 8 Jan-Mar'2021 24-Mar-2021 BATA INDIA LTD. Postal Ballot Management Gopalakrishnan (DIN: 03438046), Managing Director, For For mn amounted to 72. 6x the median employee from 1 April 2020 till the remainder of his current term remuneration. His FY21 pay estimated at Rs. 54. 2 i.e., till 22 February 2021 mn is in line with remuneration paid to his industry peers and commensurate to the size and performance of the company. This has no material impact for minority shareholders.

Sandeep Kataria was appointed as CEO and Whole-time Director of Bata India Ltd in the FY18 AGM. Given the impact on company performance on account of the Covid-19 pandemic, the company seeks approval to pay him remuneration until end of his current tenure on existing terms and conditions in case of losses or inadequate profits. Apportioning the long-term incentive payout of USD 0. 5 mn over three years, Approve payment of minimum remuneration in the his remuneration for FY20 stands at Rs 57. 8 mn event of losses or inadequate profits to Sandeep Jan-Mar'2021 24-Mar-2021 BATA INDIA LTD. Postal Ballot Management For For and his estimated remuneration for FY21 Kataria (DIN: 05183714), Whole-time Director and amounts to Rs. 56. 9 mn. He is a professional and CEO, from 1 April 2020 till 31 March 2022 the remuneration paid to him in the past has been commensurate to the size and performance of the company. We expect the company to remain judicious in paying his future remuneration as well. This has no material impact for minority shareholders. 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)

Ram Kumar Gupta, 62, is Director Finance and Chief Financial Officer and has served on the board of Bata India Ltd. For the past five years. Given the impact on company performance on account of the Covid-19 pandemic, the company seeks approval to pay him remuneration until end of his current tenure on existing terms and conditions in case of losses or inadequate profits. Ram Kumar Gupta was paid a remuneration of Rs. 30. 7 mn in FY20. We estimate his FY21 Approve payment of minimum remuneration in the remuneration at Rs. 32. 8 mn, which is event of losses or inadequate profits to Ram Kumar commensurate with peers and in line with the Jan-Mar'2021 24-Mar-2021 BATA INDIA LTD. Postal Ballot Management Gupta (DIN: 01125065), Director Finance and CFO, till For For overall performance of the company. Minimum 31 March 2022 or till the date of expiry of his services, remuneration will be paid till 31 March 2022 or whichever is earlier till the date of expiry of his services, whichever is earlier. We understand from the company that while his Ram Kumar Gupta’s retirement as CFO would be announced shortly, he would continue on the board for some time to ensure smooth transitioning before retiring. This has no material impact for minority shareholders.

Reappoint Rajeev Gopalakrishnan (DIN: 03438046) as This is normal course of business and has no Managing Director from 23 February 2021 till 30 material impact for minority shareholders. Jan-Mar'2021 24-Mar-2021 BATA INDIA LTD. Postal Ballot Management For For September 2021 and fix his remuneration as minimum remuneration His appointment is in line with the statutory Appoint Shaibal Sinha (DIN: 00082504) as Non- requirements. This is normal course of business Jan-Mar'2021 24-Mar-2021 BATA INDIA LTD. Postal Ballot Management Executive Non-Independent Director, liable to retire by For For and has no material impact for minority rotation shareholders. Godrej Industries Limited (GIL) seeks to venture in the financial services business mainly through Godrej Housing Finance Ltd (GHFL), which is currently a wholly owned subsidiary of Anamudi Real Estates LLP (Anamudi), a promoter entity. Pyxis Holdings Private Limited (Pyxis) is currently GODREJ Approve intercorporate transactions up to Rs. 15.0 bn a 51. 16% subsidiary of Anamudi. So company is Jan-Mar'2021 24-Mar-2021 Postal Ballot Management For For INDUSTRIES LTD. with Pyxis Holdings Private Limited getting into the new business area related to Housing Finance, and company is already a strong player in real estate. We approve it, considering the track record of Godrej group towards minorities share holders in the past.

This is a normal course of business and has no Increase borrowing limit to Rs. 45.0 bn over and above GODREJ material impact on minority shareholders. Jan-Mar'2021 24-Mar-2021 Postal Ballot Management paid-up capital and free reserves from Rs. 20.0 bn over For For INDUSTRIES LTD. and above paid-up capital and free reserves Approve raising of funds via non-convertible This is a normal course of business and has no GODREJ Jan-Mar'2021 24-Mar-2021 Postal Ballot Management debentures/bonds/other instruments aggregating Rs. For For material impact on minority shareholders. INDUSTRIES LTD. 15.0 bn BPCL is divesting its stake in NRL prior to its BHARAT Approve disinvestment of entire 61.65% stake held in privatisation. At a consideration of ~Rs. 98. 8 bn. Jan-Mar'2021 25-Mar-2021 PETROLEUM EGM Management Numaligarh Refinery Limited (NRL) for a consideration For For We see the valuation fair and has no material CORPN. LTD. of Rs. 98.76 bn impact on minority shareholders. 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)

ESARs entitle employees to receive appreciation in the value of shares of the company (difference between the ESAR Price and the Market Price of the shares on the exercise date) where such appreciation is settled by way of shares of the company. The aggregate number of ESARs to be granted will not exceed 3. 3 mn equity shares Approve Cipla Employee Stock Appreciation Rights upon exercise. This represents ~0. 4% of the Jan-Mar'2021 25-Mar-2021 CIPLA LTD. Postal Ballot Management For For Scheme 2021 (ESAR Scheme 2021) current issued and paid-up capital. , Given that the employees will benefit only if market price of shares on the date of exercise exceeds the ESAR price, the scheme ensures alignment of interests between the investors and employees.

The company proposes to extend the ESAR Extend proposed grant of ESAR Scheme 2021 to Scheme 2021 to the employees of its subsidiary Jan-Mar'2021 25-Mar-2021 CIPLA LTD. Postal Ballot Management For For employees of subsidiary companies companies. Our decision on this resolution is linked to resolution #1. The proposed merger will result in simplification Approve merger of Tata Steel BSL Limited (TSBL, step of group structure and may result in synergy Jan-Mar'2021 26-Mar-2021 TATA STEEL LTD. NCM Management down subsidiary), and Bamnipal Steel Limited (BSL) For For benefits. (wholly owned subsidiary) with Tata Steel Limited (TSL) The sub-division will likely improve the liquidity of Approve the sub-division of equity shares from one Finolex Industries Limited’s shares in the market FINOLEX Jan-Mar'2021 26-Mar-2021 Postal Ballot Management share of face value Rs. 10.0 per share to five shares of For For and make them affordable to small investors. This INDUSTRIES LTD. face value Rs. 2.0 per share has no material impact for minority shareholders.

As a result of the sub-division of equity shares, the company proposes to change the Capital Clause (Clause V) of the Memorandum of Approve alteration to Capital Clause of Memorandum Association (MoA). The altered MoA will reflect FINOLEX Jan-Mar'2021 26-Mar-2021 Postal Ballot Management of Association (MoA) to accommodate the sub-division For For the proposed authorized share capital of Rs. 2. 35 INDUSTRIES LTD. of equity shares bn comprising of 0. 75 bn equity shares of Rs. 2 each and 85 mn unclassified shares of Rs. 10 each.

The company proposes to alter Article No. 3 of Approve alteration to Article No. 3 of Articles of FINOLEX AoA to accommodate the sub-division of equity Jan-Mar'2021 26-Mar-2021 Postal Ballot Management Association (AoA) to accommodate the sub-division of For For INDUSTRIES LTD. shares. Our decision on this resolution is linked to equity shares resolution #1. The proposed restructuring is in line with Reliance Industries Limited’s (RIL) overall strategy to provide a differential focus on the oil to chemicals Approve transfer of oil to chemicals (O2C) undertaking RELIANCE (O2C) undertaking and attract strategic investors. Jan-Mar'2021 31-Mar-2021 NCM Management into Reliance O2C Limited, a wholly owned subsidiary For For INDUSTRIES LTD. The valuation is in line with peers and the on a slump sale basis proposed restructuring has no material impact on the consolidated profile of RIL.

The proposed restructuring is in line with Reliance Industries Limited’s (RIL) overall strategy to provide a differential focus on the oil to chemicals RELIANCE Approve transfer of oil to chemicals (O2C) undertaking (O2C) undertaking and attract strategic investors. Jan-Mar'2021 31-Mar-2021 INDUSTRIES LTD. NCM Management into Reliance O2C Limited, a wholly owned subsidiary For For The valuation is in line with peers and the (PARTLY PAID) on a slump sale basis proposed restructuring has no material impact on the consolidated profile of RIL. 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)

Carving out of O2C business can create value in the long term for RIL· O2C shall be wholly owned subsidiary of RIL immidiately after demerger· Overall deal is tax neutral as transfer in slump sale basis.RIL to extend a loan of $25 bn to O2C at 1yr Composite scheme of arrangement for demerger of Oil SBI linked MCLR which shall be used by O2C for Reliance Industries Jan-Mar'2021 31-Mar-2021 NCLT Management and petrochemicals business from RIL to Reliance O2C For For proposed transfer of business·As discussed with Limited (RIL) Limited RIL management on call, O2C to generate EBITDA of $5-6 bn which shall be utilised for debt repayment and any excess funds post capex may be up streamed