Proxy Voting July 2017
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Details of Votes cast during quarter end September 17/from 01-July-17 to 30-September-17, of financial year 2017-2018 Investee Proposal by Vote Types of Meeting Company's Meeting Date Company Name Management or Proposal's Description (FOR/AGAINST/ Reason supporting the vote decision (AGM/EGM/PB/CCM) Management Shareholder ABSTAIN) Recommendation Hindustan Petroleum Corporation 01-Jul-17 PB Management To Issue Bonus Shares FOR FOR Compliant with law, no concern identified. Limited To receive, consider and adopt the financial statements of the Company for the year ended 31st March, 2017, including the Audited 03-Jul-17 Supreme Industries Limited AGM Management Balance Sheet as at 31st March, 2017, the Statement of Profit & Loss FOR FOR Compliant with Accounting Standards, no concern identified. for the year ended on that date and reports of the Board of Directors and Auditors thereon. To declare final dividend (including special dividend) on Equity Shares for the Financial Year ended 31st March, 2017 and to confirm the 03-Jul-17 Supreme Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. payment of Interim Dividend on Equity Shares by the Board of Directors of the Company. To appoint a Director in place of Mr. V. K. Taparia (Director 03-Jul-17 Supreme Industries Limited AGM Management Identification No. 00112567), who retires by rotation and being FOR FOR Appointment Complaint with Law. No concern identified. eligible, offers himself for re-appointment. Ratification of appointment of Statutory Auditors and appointment of 03-Jul-17 Supreme Industries Limited AGM Management FOR AGAINST Appointment of Branch Auditors not in compliance with Law. Branch Auditors. Compliant with law. No concern identified. Draft of AoA disclosed on 03-Jul-17 Supreme Industries Limited AGM Management Adoption and substitution of existing Articles of Association FOR FOR website. Approving the re-appointment of Mr. S. J. Taparia (Director Identification No. 00112513) as Executive Director as a Director liable For compliance of Section 152(6) of the Companies Act, 2013. No 03-Jul-17 Supreme Industries Limited AGM Management FOR FOR to retire by rotation, offers himself for re-appointment by a Special concern observed in this regard. Resolution. Ratification of remuneration of M/s Kishore Bhatia and Associates, 03-Jul-17 Supreme Industries Limited AGM Management FOR FOR Enabling resolution, no concern identified Cost Accountants APPROVAL FOR RAISING OF FUNDS BY WAY OF FURTHER ISSUE OF 03-Jul-17 Sunteck Realty Limited PB Management FOR FOR Compliant with law. No major concern identified. SECURITIES APPOINTMENT OF MR. DESH RAJ DOGRA (DIN:00226775) AS AN 03-Jul-17 Sunteck Realty Limited PB Shareholders FOR FOR Compliant with law. No major concern identified. INDEPENDENT DIRECTOR OF THE COMPANY APPROVAL FOR REVISION IN REMUNERATION OF MR. KAMAL 03-Jul-17 Sunteck Realty Limited PB Management KHETAN (DIN: 00017527), CHAIRMAN AND FOR FOR Compliant with law. No major concern identified. MANAGING DIRECTOR OF THE COMPANY APPROVAL FOR REVISION IN REMUNERATION OF MR. ATUL POOPAL 03-Jul-17 Sunteck Realty Limited PB Management (DIN: 07295878), EXECUTIVE DIRECTOR OF FOR FOR Compliant with law. No major concern identified. THE COMPANY APPROVAL FOR REVISION IN REMUNERATION OF MS. RACHANA 03-Jul-17 Sunteck Realty Limited PB Management HINGARAJIA, COMPANY SECRETARY AND FOR FOR Compliant with law. No major concern identified. WOMAN DIRECTOR OF THE COMPANY ordinary resolution for Issue of bonus shares in the ratio of One Bonus Equity shares of rs 2/ for every two fully paid up Equity shares of rs 2./- each, by capitalisation of reserves pursuant to Article 153 of the 04-Jul-17 Larsen & Toubro Limited PB Management FOR FOR Compliant with law, no concern identified. articles of association and chapter IX of Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations, 2009 (a) To receive, consider and adopt the standalone financial statements of the Company for the year ended March 31, 2016 and the reports of the Board of Directors and the Auditors thereon. Qualified accounts. However, adequate explanation given by the 04-Jul-17 Sterlite Technologies Limited AGM Management FOR FOR (b) To receive, consider and adopt the consolidated financial Company. statements of the Company for the Financial Year ended March 31, 2016 and the Report of the Auditors thereon. To declare final dividend of ` 0.75 per equity share for the financial 04-Jul-17 Sterlite Technologies Limited AGM Management year ended March 31, 2017 and to approve the interim dividend of ` FOR FOR Sufficient liquid assets, no concern identified. 0.50 per equity share, already paid during the year. To appoint a Director in place of Mr. Anil Agarwal, who retires by 04-Jul-17 Sterlite Technologies Limited AGM Management FOR FOR No concerns identified. rotation and being eligible, offers himself for re-appointment. 04-Jul-17 Sterlite Technologies Limited AGM Management To appoint Statutory Auditors and to fix their remuneration FOR FOR Fresh Appointment. No concern observed. Proxy Voting Report 01-07-2017 to 30-09-2017 Page 1 Investee Proposal by Vote Types of Meeting Company's Meeting Date Company Name Management or Proposal's Description (FOR/AGAINST/ Reason supporting the vote decision (AGM/EGM/PB/CCM) Management Shareholder ABSTAIN) Recommendation 04-Jul-17 Sterlite Technologies Limited AGM Management Approve the remuneration of the Cost Auditors FOR FOR Compliant with law, no concern identified. To offer or invite for subscription of Non-Convertible Debentures on 04-Jul-17 Sterlite Technologies Limited AGM Management FOR FOR Compliant with law, no concern identified. private placement basis Raising of the funds through Qualified Institutional Placement (QIP)/ External Commercial Borrowings (ECBs) with rights of conversion into Shares/ Foreign Currency Convertible Bonds (FCCBs)/ American 04-Jul-17 Sterlite Technologies Limited AGM Management Depository Receipts (ADRs)/ Global Depository Receipts (GDRs) FOR FOR No concerns identified. /Optionally or Compulsorily Convertible Redeemable Preference Shares (OCPs/CCPs) etc. pursuant to Section 62 of Companies Act, 2013 To approve sale/transfer/ hiving off of the entire business relating to the manufacture and sale of specialty fluorochemical having Navin Fluorine International application in health care undertaking at Dahej, Gujarat as a going 05-Jul-17 PB Management FOR FOR No concerns identified. Limited concern on a slump sale basis at the net book value of the business to Convergence Chemicals Pvt. Ltd., a Joint Venture between the Company and Piramal Enterprises Ltd. 06-Jul-17 City Union Bank Limited PB Management To Issue Bonus Shares FOR FOR Compliant with law, no concern identified. Special Resolution to approve and ratify the list of the ultimate 06-Jul-17 Sterling Tools Limited PB Management beneficiary of the Non-Promoter foreign body corporate allottee in FOR FOR Compliant with Law. Disclosures as required by the stock exchanges. preferential issue. To consider and adopt: a) The audited financial statements of the Company for the financial year ended on 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon. 08-Jul-17 UPL Limited AGM Management FOR FOR No Audit Qualifications. No concern is identified. b) The audited consolidated financial statements of the Company for the financial year ended on 31st March, 2017 and the Report of the Auditors thereon. 08-Jul-17 UPL Limited AGM Management To declare dividend on equity shares. FOR FOR No concerns identified. To appoint a Director in place of Mr. Jaidev Rajnikant Shroff (DIN: 08-Jul-17 UPL Limited AGM Management 00191050), Non-Executive Director, who retires by rotation and being FOR FOR Compliant with law, no concern identified. eligible, offers himself for re-appointment. To appoint a Director in place of Mrs. Sandra Rajnikant Shroff (DIN: 08-Jul-17 UPL Limited AGM Management 00189012), Non-Executive Vice Chairman, who retires by rotation and FOR FOR Compliant with law, no concern identified. being eligible, offers herself for re-appointment. 08-Jul-17 UPL Limited AGM Management To appoint Auditors and fix their remuneration FOR FOR Compliant with law, no concern identified. To approve the remuneration of the Cost Auditors for the financial 08-Jul-17 UPL Limited AGM Management FOR FOR Compliant with law, no concern identified. year ending March 31, 2018 08-Jul-17 UPL Limited AGM Management Private placement of Non-Convertible Debentures. FOR FOR Compliant with law. No major governance concern identified. Approval of UPL Limited - Employees Stock Option Plan 2017 (ESOP 08-Jul-17 UPL Limited AGM Management FOR FOR No concerns identified. 2017). Grant of options to the employees of the Subsidiary Company(ies) of 08-Jul-17 UPL Limited AGM Management FOR FOR No concerns identified. the Company under Employees Stock Option Plan 2017 (ESOP 2017) Indian Hume Pipe Company 10-Jul-17 AGM Management Adoption of Financial Statements FOR FOR Unqualified accounts. Compliant with the Law Limited To confirm the payment of Interim Dividend and to declare Final Indian Hume Pipe Company 10-Jul-17 AGM Management Dividend on equity shares for the financial year ended 31st March FOR FOR No governance concerns identified. Sufficient funds to pay the dividend. Limited 2017. Ordinary Resolution for re-appointment of Ms. Anima B. Kapadia Indian Hume Pipe Company 10-Jul-17 AGM Management (DIN:00095831) who retires by rotation and being eligible offers FOR FOR Appointment compliant with law. Limited herself for re-appointment Ordinary Resolution under Section 139 of the Companies Act, 2013 for appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Indian Hume Pipe Company Appointment compliant with the Law. No governance concerns 10-Jul-17 AGM Management Accountants, as Statutory Auditors of the Company from conclusion FOR FOR Limited regarding appointment of the Auditor of 91st Annual General Meeting till the conclusion of 96th Annual General Meeting of the Company.