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 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 ( 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 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.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 2 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

Ordinary Resolution under Section 143(8) of the Companies Act, 2013 Indian Hume Pipe Company 10-Jul-17 AGM Management authorising Board of Directors to appoint Branch Auditors for the FOR ABSTAIN Not very clear about legal implications Limited financial year 2017-18 and fix their remuneration Ordinary Resolution under Section 61 read with Section 64 of the Indian Hume Pipe Company Companies Act, 2013 increasing the Authorised Share Capital to ₹ 20 10-Jul-17 AGM Management FOR FOR Enabling resolution, no governance issue identified. Limited Crores and alternation to Memorandum of Association of the Company. Special Resolution under Section 14 of the Companies Act, 2013 for Indian Hume Pipe Company 10-Jul-17 AGM Management alteration to Articles of Association of the Company for increase in FOR FOR Enabling resolution, no governance issue identified. Limited the Authorised Share Capital Indian Hume Pipe Company Special Resolution under Section 94 of the Companies Act, 2013 for 10-Jul-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited Place of keeping of Register of Members of the Company.

Special Resolution under Section 197, 198 of the Companies Act, 2013 Indian Hume Pipe Company No governance concerns identified regarding the payment of 10-Jul-17 AGM Management for payment of commisssion to Non-Executive Directors of the FOR FOR Limited commission. The distribution has been fair in the past. Company from the financial year 2017-18 to 2019-20. Ordinary Resolution under Section 148(3) of the Companies Act, 2013 Indian Hume Pipe Company No concern regarding the proposed payment of remuneration to Cost 10-Jul-17 AGM Management for ratifying the remuneration of Cost Auditor of the Company for the FOR FOR Limited Auditor financial year 2017-18. Indian Hume Pipe Company Determination of fees to be charged for service of document in a No governance concern as fee is being charged only in case of request of 10-Jul-17 AGM Management FOR FOR Limited particular mode shareholder for a document to be sent by a particular mode.

1. To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017, including the Audited Balance Sheet as at March 31, 2017, the Statement of Profit & Loss and Cash Flow Statement for the financial year April 1, 2016 to March 31, 2017 including Schedules and the Notes attached thereto and 11-Jul-17 Jyothy Laboratories Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. forming part thereof and the reports of the Board of Directors (‘the Board’) and the Statutory Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon.

Declaration of Dividend on equity shares of the Company for the 11-Jul-17 Jyothy Laboratories Limited AGM Management FOR FOR Compliant with law, no concern identified. financial year ended March 31, 2017. Appointment of Director in place of Ms. M. R. Jyothy, who retires by 11-Jul-17 Jyothy Laboratories Limited AGM Management FOR FOR Compliant with law, no major concern identified. rotation and being eligible, offers herself for re-appointment.

11-Jul-17 Jyothy Laboratories Limited AGM Management Appointment of Statutory Auditors and fixing their remuneration. FOR FOR Compliant with law, no concern identified. Payment of remuneration to Non-Executive Directors of the Company 11-Jul-17 Jyothy Laboratories Limited AGM Management FOR FOR No concerns identified. by way of Commission. 11-Jul-17 Jyothy Laboratories Limited AGM Management Ratification of remuneration of Cost Auditors. FOR FOR Compliant with law, no concern identified. To receive, consider and adopt the Bank’s Audited financial statements, including audited Balance Sheet as at 31st March, 2017 11-Jul-17 The South Indian Bank Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. and Profit & Loss Account for the year ended on that date together with the reports of the Board of Directors and Auditors thereon. 11-Jul-17 The South Indian Bank Limited AGM Management To declare dividend @ ` 0.40 per Equity share FOR FOR Compliant with law, no concern identified. To appoint Mr. Achal Gupta as a Director in place of Mr. Cheryan 11-Jul-17 The South Indian Bank Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Varkey, Director, retiring by rotation. To Appoint Statutory Central Auditors of the Bank and fixing their Compliant with law, no concern identified regarding the appointment of 11-Jul-17 The South Indian Bank Limited AGM Management FOR FOR remuneration Auditors 11-Jul-17 The South Indian Bank Limited AGM Management To appoint Branch Auditors in consultation with Statutory Auditors FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 3 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 To ratify the appointment of Mr. Salim Gangadharan as Non- Executive Part Time Chairman and approve the payment of 11-Jul-17 The South Indian Bank Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. remuneration and other terms and conditions of appointment for a period of 3 years w.e.f. 02.11.2016 to 01.11.2019 To Re-appoint Sri V. G. Mathew as Managing Director & CEO and approve the payment of remuneration and other terms and 11-Jul-17 The South Indian Bank Limited AGM Management FOR FOR Compliant with law, no major concern identified. conditions of appointment for a period of 3 years w.e.f. 01.10.2017 to 30.09.2020 To pass a special resolution for exercising the borrowing powers of 11-Jul-17 The South Indian Bank Limited AGM Management FOR FOR Compliant with law, no concern identified. the Bank pursuant to Section 180(1)(c) of the Companies Act, 2013

11-Jul-17 The South Indian Bank Limited AGM Management To Augment the Paid-up Capital of the Bank by further issue of shares FOR FOR No major concerns identified. To Approve the borrowing / raising funds in Indian /foreign currency No dilution to existing equity shareholders. No governance issue 11-Jul-17 The South Indian Bank Limited AGM Management by issue of debt securities upto Rs.500 crore on private placement FOR FOR observed. basis To consider and adopt the audited financial statements (including the consolidated financial statements) of the company for the financial 11-Jul-17 Centum Electronics Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. year ended March 31, 2017 and the reports of the Board of Directors (‘the Board’) and Auditors thereon. To declare a final dividend of Rs. 3 per equity share, and to approve 11-Jul-17 Centum Electronics Limited AGM Management the interim dividend of Rs. 2 per equity share paid during the year, for FOR FOR No concerns identified. the financial year 2016-17. 11-Jul-17 Centum Electronics Limited AGM Management Appointment of Statutory Auditors and fixation of their remuneration. FOR FOR Compliant with law, no concern identified. 11-Jul-17 Centum Electronics Limited AGM Management Remuneration payable to the cost auditor. FOR FOR Compliant with law, no concern identified. ALTERATION OF MEMORANDUM OF ASSOCIATION AS PER THE 12-Jul-17 Sunteck Realty Limited PB Management FOR FOR Enabling resolution. compliant with law, no governance issue identified. PROVISIONS OF THE COMPANIES ACT, 2013 APPROVAL FOR ADOPTION OF NEW SET OF ARTICLES OF Enabling resolution. Compliant with law. No major concern has been 12-Jul-17 Sunteck Realty Limited PB Management FOR FOR ASSOCIATION OF THE COMPANY identified. Sub-division shall encourage the participation of the retail investors and 12-Jul-17 Sunteck Realty Limited PB Management APPROVAL FOR SUB-DIVISION OF EQUITY SHARES OF THE COMPANY FOR FOR also enhance the affordability and liquidity of the equity shares.

APPROVAL FOR ALTERATION OF CAPITAL CLAUSE IN MEMORANDUM Sub-division shall encourage the participation of the retail investors and 12-Jul-17 Sunteck Realty Limited PB Management FOR FOR OF ASSOCIATION OF THE COMPANY also enhance the affordability and liquidity of the equity shares. Adoption of Audited Financial Statements of the Company on a standalone and consolidated basis for the financial year ended March Zee Entertainment Enterprises 31, 2017 including the Balance sheet, Statement of Profit & Loss and 12-Jul-17 AGM Management FOR FOR Unqualified accounts. Compliant with Accounting Standards and Ind As. Limited the Reports of the Auditors and Directors thereon.

Zee Entertainment Enterprises Confirmation of Dividend paid on Preference Shares for the financial Compliant with Law, Company has sufficient liquid assets to pay 12-Jul-17 AGM Management FOR FOR Limited year ended March 31, 2017 dividend. Zee Entertainment Enterprises Declaration of Dividend of Rs. 2.50 per Equity Share for the financial Compliant with Law, Company has sufficient liquid assets to pay 12-Jul-17 AGM Management FOR FOR Limited year ended March 31, 2017 dividend. Zee Entertainment Enterprises 12-Jul-17 AGM Management Re-appointment of Mr. Subodh Kumar as a Director of the Company FOR FOR Compliant with Law, no governance issue identified. Limited Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Zee Entertainment Enterprises Appointment compliant with law. No Governance concern has been 12-Jul-17 AGM Management Accountants as Statutory Auditors in place of Auditors retiring on FOR FOR Limited identified. rotational basis Zee Entertainment Enterprises 12-Jul-17 AGM Management Ratification of remuneration payable to Cost Auditor for FY 2016-17 FOR FOR Ratification of remuneration is in accordance with the provisions of law. Limited Zee Entertainment Enterprises Re-appointment of Mr. Manish Chokhani as Independent Director for 12-Jul-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited second term Zee Entertainment Enterprises Maintenance of Register of Members at the office of the Registrar & 12-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited Share Transfer Agent instead of Registered Office of the Company. Adoption Audited Financial Statements for the financial year ended 12-Jul-17 Supreme Petrochem Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. March 31, 2017

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 4 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 Confirmation of the interim dividend and declare final dividend on the 12-Jul-17 Supreme Petrochem Limited AGM Management FOR FOR Compliant with law, no concern identified. Equity Shares Appointment of Mr. Rajan B. Raheja as director, who retires by 12-Jul-17 Supreme Petrochem Limited AGM Management FOR FOR No governance concern identified. rotation 12-Jul-17 Supreme Petrochem Limited AGM Management Appointment of Mr. B. L. Taparia as director, who retires by rotation FOR FOR No governance concern identified. Ratification of the appointment of M/s. G. M. Kapadia & Co., 12-Jul-17 Supreme Petrochem Limited AGM Management FOR FOR Ratification compliant with law. Chartered Accountants as Statutory Auditors 12-Jul-17 Supreme Petrochem Limited AGM Management Ratification of the Cost Auditor remuneration FOR FOR Ratification compliant with law. Adoption of the annual audited Financial Statement and Reports 13-Jul-17 JSW Energy Limited AGM Management FOR FOR Compliant with Accounting Standards, no concern identified. thereon 13-Jul-17 JSW Energy Limited AGM Management Declaration of Dividend FOR FOR Compliant with law, no major concern identified. To appoint a Director in place of Mr. Nirmal Kumar Jain (DIN: 13-Jul-17 JSW Energy Limited AGM Management 00019442) who retires by rotation and, being eligible, offers himself FOR FOR Compliant with law. No governance issue observed in re-appointment for re-appointment. Appointment compliant with law. No Governance concern has been 13-Jul-17 JSW Energy Limited AGM Management Appointment of Statutory Auditors FOR FOR identified. 13-Jul-17 JSW Energy Limited AGM Shareholders Appointment of Mr. Prashant Jain as a Director FOR FOR Compliant with law. No major governance concern identified. 13-Jul-17 JSW Energy Limited AGM Management Appointment of Mr. Prashant Jain as a Whole-time Director FOR FOR Compliant with law. No major governance concern identified. Appointment compliant with law. No Governance concern has been 13-Jul-17 JSW Energy Limited AGM Shareholders Appointment of Mr. Uday Chitale as an Independent Director. FOR FOR identified. 13-Jul-17 JSW Energy Limited AGM Shareholders Appointment of Ms. Tanvi Shete as a Non-Executive Director. FOR FOR Compliant with law. Governance issue: low attendance. 13-Jul-17 JSW Energy Limited AGM Management Ratification of the remuneration of Cost Auditor FOR FOR Ratification of remuneration is in accordance with the provisions of law. Approval for Material Related Party Transactions with JSW 13-Jul-17 JSW Energy Limited AGM Management FOR FOR No concerns identified. International Tradecorp Pte. Limited Approval for Material Related Party Transactions with JSW Steel 13-Jul-17 JSW Energy Limited AGM Management FOR FOR Transaction Compliant with law. No major governance issue identified limited. 13-Jul-17 JSW Energy Limited AGM Management Approval for Issue of Non-Convertible Debentures FOR FOR Compliant with law, no concern identified. 13-Jul-17 JSW Energy Limited AGM Management Approval for further Issue of Securities FOR FOR No concerns identified. Authority to raise funds through Bonds issue of Non- convertible 13-Jul-17 JSW Energy Limited AGM Management FOR FOR Compliant with law, no concern identified. foreign currency denominated bonds not exceeding US$ 750 Million. To receive, consider and adopt the Audited Financial Statements (standalone & consolidated) of the Company for the financial year 14-Jul-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. ended March 31, 2017 along with the reports of the Directors and Auditors thereon. To confirm the first Interim Dividend of ₹ 1.75 per equity share and 14-Jul-17 Vedanta Limited AGM Management Second Interim Dividend of ₹ 17.70 per equity share already paid for FOR FOR Compliant with Law, no governance issue identified. the financial year ended March 31, 2017. To appoint a Director in place of Mr. Thomas Albanese (DIN: 14-Jul-17 Vedanta Limited AGM Management 06853915), who retires by rotation and, being eligible, offers himself FOR FOR Ensure smooth transition of Operations, no governance issue identified. for re-appointment. To ratify the appointment of M/s S.R. Batliboi & Co., LLP, as Statutory 14-Jul-17 Vedanta Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditors and fix their remuneration. To consider appointment of Mr. G.R. Arun Kumar as Whole Time 14-Jul-17 Vedanta Limited AGM Shareholders Director, designated as Chief Financial Officer (CFO) of the Company FOR FOR Compliant with Law, no governance issue identified. for the period November 22, 2016 to November 21, 2019.

To consider re-appointment of Mr. Thomas Albanese as Whole Time 14-Jul-17 Vedanta Limited AGM Management Director designated as Chief Executive Officer (CEO) of the Company FOR FOR Ensure smooth transition of Operations, no governance issue identified. for the period from April 1, 2017 to August 31, 2017. Regularization of Mr. K. Venkataramanan (DIN: 00001647) as an 14-Jul-17 Vedanta Limited AGM Shareholders FOR FOR Compliant with law. No major governance concern identified. Independent Director of the Company. Regularization of Mr. Aman Mehta (DIN:00009364) as an 14-Jul-17 Vedanta Limited AGM Shareholders FOR FOR Compliant with law. No major governance concern identified. Independent Director of the Company. To consider appointment of Ms. Priya Agarwal (DIN: 05162177) as a 14-Jul-17 Vedanta Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Non-Executive Director of the Company To ratify the remuneration of Cost Auditors for the financial year 14-Jul-17 Vedanta Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. ending March 31, 2018.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 5 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 To approve offer or invitation to subscribe the Non-Convertible 14-Jul-17 Vedanta Limited AGM Management Debentures or other Debt Securities upto ₹ 20,000 crores on a Private FOR FOR No concerns identified. Placement basis. To waive the excess remuneration paid to Mr. Navin Agarwal, Whole- 14-Jul-17 Vedanta Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Time Director (DIN:00006303) of the Company for FY 2013-14 a) Adoption of audited financial statement for the year ended March 31, 2017 b) Adoption of audited consolidated financial statement of the Bank 14-Jul-17 The Limited AGM Management FOR FOR Compliant with Accounting Standards, no concern identified. including audited consolidated Balance Sheet and Profit and Loss for the year ended March 31, 2017

14-Jul-17 The Federal Bank Limited AGM Management Declaration of Dividend FOR FOR Bank has sufficient liquid funds, no governance issue identified. 14-Jul-17 The Federal Bank Limited AGM Management Re-appointment of Retiring Director, Mr. Ashutosh Khajuria FOR FOR Compliant with Law, no governance issue identified. Appointment of Joint Central Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants, together with M/s M M Nissim & Co, 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Chartered Accountants, Mumbai, as Auditors and fixation of remuneration thereof No concern has been identified with respect to the appointment of Appoint and to fix the remuneration of branch auditors in 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Branch Auditors of the Bank. Therefore, SES recommends that consultation with the Central Statutory Auditors for the purpose shareholders vote FOR the Resolution Approval for re-appointment of Mr. Shyam Srinivasan (DIN- 02274773) as Managing Director & Chief Executive Officer of the Bank 14-Jul-17 The Federal Bank Limited AGM Management as approved by RBI and taking on record the approval accorded by RBI FOR FOR Compliant with Law, no governance issue identified. for payment of remuneration to Mr. Shyam Srinivasan, MD &CEO of the Bank Taking on record the approval accorded by RBI for grant of options 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Remuneration already approved by RBI, no governance issue identified. under ESOS to Mr. Ganesh Sankaran, Executive Director of the Bank Taking on record the approval accorded by RBI to pay honorarium of ₹ 14-Jul-17 The Federal Bank Limited AGM Management 1,25,000/- per month (₹ 15,00,000/- per annum) to Mr. K M FOR FOR Remuneration already approved by RBI, no governance issue identified. Chandrasekhar, Chairman of the Bank Payment of profit related commission to Non-Executive/Independent 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Directors of the Bank other than Part Time Chairman. Reappointment of Mr. K M Chandrasekhar as an Independent 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director of the Bank Reappointment of Mr. Nilesh S Vikamsey as an Independent Director 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. of the Bank. Reappointment of Mr. Dilip G Sadarangani as an Independent 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director of the Bank : Reappointment of Mr. Harish H Engineer as an Independent Director 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. of the Bank Reappointment of Ms. Grace E Koshie as an Independent Director of 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. the Bank Reappointment of Ms. Shubhalakshmi Panse as an Independent 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director of the Bank To introduce and implement a scheme for grant of stock options - We have lack of clarity on said resolution hence we will ABSTAIN from 14-Jul-17 The Federal Bank Limited AGM Management FOR ABSTAIN “ESOS 2017” voting. Approval for amendment of Article 80 of Articles of Association of the 14-Jul-17 The Federal Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Bank Compliant with law. No dilution of holding to equity shareholders. No 14-Jul-17 The Federal Bank Limited AGM Management Approval for Raising of Funds through Issuance of Bonds FOR FOR governance issue identified Approval for increase of the Borrowing power of the Bank by ₹ 7,000 In the ordinary course of banking business. No governance issue 14-Jul-17 The Federal Bank Limited AGM Management Crore over and above the Paid up Capital and free reserves of the FOR FOR identified. Bank pursuant to section 180 (1) (c) of the Companies Act,2013 To approve reclassification of the authorised share capital of the 14-Jul-17 Ballarpur Industries Limited PB Management Company and consequent amendment in the Memorandum of FOR FOR Enabling resolution, no concern identified Association of the Company.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 6 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 To approve issuance and allotment of equity shares of the Company, 14-Jul-17 Ballarpur Industries Limited PB Management to the lenders of the Company in terms Strategic Debt Restructuring FOR FOR Enabling resolution, no governance issue identified. Scheme of the Reserve . To receive, consider and adopt the audited financial statements (including consolidated financial statements) of the Company for the 14-Jul-17 Hero MotoCorp Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. financial year ended March 31, 2017 together with the reports of the Directors’ and Auditors’ thereon. To confirm payment of interim dividend of ` 55/- per equity share and 14-Jul-17 Hero MotoCorp Limited AGM Management to declare a final dividend of ` 30/- per equity share for financial year FOR FOR Compliant with Law, no governance issue identified. Sufficient liquidity. 2016-17. To appoint a Director in place of Mr. Vikram Sitaram Kasbekar (DIN: 14-Jul-17 Hero MotoCorp Limited AGM Management 00985182) who retires by rotation and being eligible, offers himself FOR FOR Compliant with Law, no governance issue identified. for re-appointment. To appoint Statutory Auditors of the Company and to fix their 14-Jul-17 Hero MotoCorp Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. remuneration. Ratification of remuneration of Cost Auditors for financial year 2017- 14-Jul-17 Hero MotoCorp Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 18. Alteration of the Objects Clause of the Memorandum of Association 15-Jul-17 (I) Limited PB Management FOR FOR Compliant with law, no concern identified. of the Company. Adoption of audited financial statements (Balance Sheet and Profit & 17-Jul-17 The Karnataka Bank Limited AGM Management Loss Account for the year ended March 31, 2017) and reports of the FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors and the Directors thereon. 17-Jul-17 The Karnataka Bank Limited AGM Management Declaration of Dividend on equity shares. FOR FOR Compliant with law, no concern identified. Appointment of M/s. Abarna & Ananthan and M/s R K Kumar & Co as 17-Jul-17 The Karnataka Bank Limited AGM Management Statutory Central Auditors of the Bank for the year 2017-18 and fixing FOR FOR Compliant with law. No major governance concern identified. their remuneration. Appointment of Branch Auditors to audit the accounts of Branches / 17-Jul-17 The Karnataka Bank Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Offices for the year 2017-18 and fixing their remuneration. Appointment of Mr. D Surendra Kumar as an Independent Director of 17-Jul-17 The Karnataka Bank Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. the Bank. 17-Jul-17 The Karnataka Bank Limited AGM Shareholders Appointment of Mr. P Jayarama Bhat as Director of the Bank. FOR FOR Compliant with law, no concern identified. Payment of remuneration to Mr. P Jayarama Bhat, Part-time Non- 17-Jul-17 The Karnataka Bank Limited AGM Management FOR FOR Compliant with law, no concern identified. Executive Chairman of the Bank. 17-Jul-17 The Karnataka Bank Limited AGM Shareholders Appointment of Mr. Mahabaleshwara M S as Director of the Bank FOR FOR Compliant with law, no concern identified. Appointment of Mr. Mahabaleshwara M S as Managing Director & 17-Jul-17 The Karnataka Bank Limited AGM Management CEO of the Bank and payment of remuneration and other perquisites FOR FOR Compliant with law, no concern identified. to him. 17-Jul-17 The Karnataka Bank Limited AGM Management Introduction of Employees Stock Option Scheme 2017 (ESOS2017). FOR FOR Compliant with law, no concern identified.

Adoption of:

(a) the standalone Audited Revenue Account, Profit and Loss Account and Receipts and Payments Account of the Company for the financial year ended March 31, 2017, and the Balance Sheet as at that date, ICICI Prudential Life Insurance together with the Reports of the Directors and Auditors 17-Jul-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Company Ltd (b) the consolidated Audited Revenue Account, Profit and Loss Account and Receipts and Payments Account of the Company for the financial year ended March 31, 2017, and the Balance Sheet as at that date, together with the Reports of the Auditors.

ICICI Prudential Life Insurance 17-Jul-17 AGM Management To declare dividend on equity shares. FOR FOR Compliant with law, no concern identified. Company Ltd ICICI Prudential Life Insurance Re-appointment of Mr. Adrian O’ Connor (DIN: 02417554), who 17-Jul-17 AGM Management FOR FOR No major concerns identified. Company Ltd retires by rotation.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 7 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 ICICI Prudential Life Insurance Re-appointment of Mr. N.S Kannan (DIN: 00066009), who retires by 17-Jul-17 AGM Management FOR FOR No concerns identified. Company Ltd rotation. ICICI Prudential Life Insurance Appointment of M/s B S R & Co. LLP and M/s Walker Chandiok & Co 17-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Company Ltd LLP as joint statutory auditors of the Company

ICICI Prudential Life Insurance Ordinary Resolution for appointment of Mr. M. S. Ramachandran, 17-Jul-17 AGM Shareholders FOR FOR Compliant with law, no concern identified. Company Ltd (DIN: 00943629) as an Independent Director of the Company. ICICI Prudential Life Insurance Ordinary Resolution for appointment of Mr. Dilip Karnik, (DIN: 17-Jul-17 AGM Shareholders FOR FOR Compliant with law, no concern identified. Company Ltd 06419513) as an Independent Director of the Company. Special Resolution for:

A: Approval and ratification of ICICI Prudential Life Insurance Company Limited - Employees Stock Option Scheme. ICICI Prudential Life Insurance We have lack of clarity on said resolution hence we will ABSTAIN from 17-Jul-17 AGM Management FOR ABSTAIN Company Ltd voting. B: Approval to Grant of Stock Options to the Employees/Directors of Holding, and/or Subsidiary Company (ies) (Present & Future) under the Revised Scheme.

ICICI Prudential Life Insurance Ordinary Resolution for revision in the remuneration of Mr. Sandeep 17-Jul-17 AGM Management FOR FOR Compliant with law, no concern identified. Company Ltd Bakhshi (DIN: 00109206) (M.D & C.E.O). ICICI Prudential Life Insurance Ordinary Resolution for revision in the remuneration of Mr. Puneet 17-Jul-17 AGM Management FOR FOR Compliant with law, no concern identified. Company Ltd Nanda (DIN: 02578795) (Executive Director). ICICI Prudential Life Insurance Ordinary Resolution for revision in the remuneration of Mr. Sandeep 17-Jul-17 AGM Management FOR FOR Compliant with law, no concern identified. Company Ltd Batra (DIN: 03620913) (Executive Director). ICICI Prudential Life Insurance Ordinary Resolution for payment of Profit linked commission to Non- 17-Jul-17 AGM Management FOR FOR Compliant with law. No major concern identified. Company Ltd Executive Directors. Alteration of the heading of the Objects Clause III (A) of the 17-Jul-17 PPAP Automotive Limited PB Management FOR FOR Compliant with Law, no governance issue identified. Memorandum of Association of the Company Amendments to the Objects Clause III (B) of the Memorandum of 17-Jul-17 PPAP Automotive Limited PB Management FOR FOR Compliant with Law, no governance issue identified. Association of the Company. Deletion of the Objects Clause III (C) of the Memorandum of 17-Jul-17 PPAP Automotive Limited PB Management FOR FOR Compliant with Law, no governance issue identified. Association of the Company. Amendment of the Liability Clause IV of the Memorandum of 17-Jul-17 PPAP Automotive Limited PB Management FOR FOR Compliant with Law, no governance issue identified. Association of the Company. To adopt Audited Financial Statements and Audited Consolidated 18-Jul-17 Limited AGM Management Financial Statements together with Reports thereon for the Financial FOR FOR Compliant with Law, no governance issue identified. Year 2016-17 To confirm payment of first interim dividend, second interim dividend, 18-Jul-17 MindTree Limited AGM Management third interim dividend and to approve final fividend, for the financial FOR FOR Company has sufficient funds, no major governance issue identified. year 2016-17 To approve the reappointment of Mr. Subroto Bagchi (DIN: 18-Jul-17 MindTree Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 00145678), as a director liable to retire by rotation. 18-Jul-17 MindTree Limited AGM Management To ratify the appointment of Auditors FOR FOR Compliant with Law, no governance issue identified. Reappointment of Mr. Krishnakumar Natarajan (DIN 00147772) as 18-Jul-17 MindTree Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Executive Chairman To approve change in the place of maintenance of Register of 18-Jul-17 MindTree Limited AGM Management FOR ABSTAIN Due to lack of adequate data, we abstain from voting. Members, etc. Adoption of the Audited Financial Statements (including audited 18-Jul-17 UltraTech Cement Limited AGM Management consolidated financial statements) for the financial year ended 31st FOR FOR Compliant with Accounting Standards, no audit qualifications. March, 2017, the Reports of the Directors’ and Auditors’ thereon. Compliant with Law, Company has sufficient liquid assets to pay 18-Jul-17 UltraTech Cement Limited AGM Management Declaration of Dividend FOR FOR dividend. 18-Jul-17 UltraTech Cement Limited AGM Management Re-appointment of Mr. D. D. Rathi, Director retiring by rotation FOR FOR Compliant with Law, no governance issue identified. Ratification of appointment of M/s. BSR & Co. LLP, Chartered 18-Jul-17 UltraTech Cement Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Accountants, Mumbai as Joint Statutory Auditors of the Company.

Ratification of appointment of M/s. Khimji Kunverji & Co., Chartered 18-Jul-17 UltraTech Cement Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Accountants, Mumbai as Joint Statutory Auditors of the Company.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 8 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 Ratification of the remuneration of the Cost Auditors viz. M/s. D. C. Dave & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., 18-Jul-17 UltraTech Cement Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. Cost Accountants, Ahmedabad for the financial year ending 31st March, 2018. Issue of Non-Convertible Redeemable Debentures on private No dilution to existing equity shareholders. No governance issue 18-Jul-17 UltraTech Cement Limited AGM Management FOR FOR placement basis upto an amount of ₹ 9,000 crores observed. To consider and adopt the standalone financial statements and the consolidated financial statements of the Company for the year ended 19-Jul-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 31 March 2017, together with the Directors’ and Auditors’ Reports thereon To declare a dividend @ Rs. 1.75 (35%) per equity share of face value 19-Jul-17 Bajaj Finserv Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. of Rs. 5 for the Financial year 2016-17. To appoint a director in place of Rahul Bajaj (DIN 00014529), who 19-Jul-17 Bajaj Finserv Limited AGM Management retires by rotation in terms of section 152(6) of the Companies Act, FOR FOR Compliant with Law, no governance issue identified. 2013 and being eligible, offers himself for re-appointment. To appoint S R B C & CO LLP, Chartered Accountants (firm registration No governance concern identified. Appointment and remuneration is 19-Jul-17 Bajaj Finserv Limited AGM Management no. 324982E/E300003) as Statutory Auditors of the Company and fix FOR FOR compliant with the law. their remuneration. No governance concern identified. Appointment and remuneration is 19-Jul-17 Bajaj Finserv Limited AGM Management To approve the Remuneration of Cost Auditor. FOR FOR compliant with the law. Approval of re-appointment of Sanjiv Bajaj as Managing Director of 19-Jul-17 Bajaj Finserv Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. the Company and to fix his remuneration 19-Jul-17 Bajaj Finserv Limited AGM Management Approval for payment of Commission to Non-Executive Directors FOR FOR No major concerns identified. Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st 19-Jul-17 KEI Industries Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. March, 2017 and report of the Board of Directors and the Auditors of the Company thereon. Declaration of Dividend for the Financial Year 2016-17 on Equity Compliant with Law, Company has sufficient liquid assets to pay 19-Jul-17 KEI Industries Limited AGM Management FOR FOR Shares of the Company dividend. Re-appointment of Mr. Rajeev Gupta as a Director, who retires by Reappointment Compliant with law, no major governance concern 19-Jul-17 KEI Industries Limited AGM Management FOR FOR Rotation identified Appointment of M/s. PAWAN SHUBHAM & CO., Chartered Appointment compliant with law. No Governance concern has been 19-Jul-17 KEI Industries Limited AGM Management Accountants (Firm Registration number 011573C), as Statutory FOR FOR identified. Auditors of the Company Appointment compliant with law. No Governance concern has been 19-Jul-17 KEI Industries Limited AGM Shareholders Appointment of Mr. Akshit Diviaj Gupta as Director of the Company FOR FOR identified. Appointment of Mr. Akshit Diviaj Gupta as a Whole Time Director of No absolute cap on variable pay and no absolute cap on total pay, 19-Jul-17 KEI Industries Limited AGM Management FOR FOR the Company however, past remuneration has been fair, so no concern being raised.

Ratification of Remuneration of M/s. S. Chander & Associates, Cost 19-Jul-17 KEI Industries Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. Accountants, appointed as Cost Auditors of the Company.

To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) of the 19-Jul-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Company for the financial year ended March 31, 2017, together with the Reports of the Directors and Auditors thereon. To confirm the payment of Interim Dividend of ₹ 2 per equity share 19-Jul-17 Wipro Limited AGM Management already paid during the year as Final Dividend for the financial year FOR FOR Compliant with Law, no governance issue identified. ended March 31, 2017. Re-appointment of Mr. Abidali Z Neemuchwala (DIN 02478060), 19-Jul-17 Wipro Limited AGM Management Director, who retires by rotation and offers himself for re- FOR FOR Appointment Complaint with Law. No concern identified. appointment. Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Registration Number 117366W/ W–100018 with the Institute of 19-Jul-17 Wipro Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Chartered Accountants of India), as Statutory Auditors of the Company. Re-appointment of Mr. Azim H Premji, (DIN 00234280) as Executive 19-Jul-17 Wipro Limited AGM Shareholders FOR FOR No concerns identified. Chairman and Managing Director of the Company.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 9 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 Re-appointment of Mr. William Arthur Owens (DIN 00422976) as 19-Jul-17 Wipro Limited AGM Shareholders FOR FOR No concerns identified. Independent Director of the Company. To consider and adopt the standalone and consolidated financial 19-Jul-17 Limited AGM Management statements of the Company for the financial year ended 31 March FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017 and the Directors’ and the Auditors’ Reports thereon. 19-Jul-17 Bajaj Finance Limited AGM Management To declare a dividend. FOR FOR No concerns identified. To appoint a director in place of Madhur Bajaj (DIN: 00014593) who 19-Jul-17 Bajaj Finance Limited AGM Management retires by rotation in terms of section 152(6) of the Companies Act, FOR FOR No concerns identified. 2013 and, being eligible, offers himself for re-appointment. Appointment of S R B C & CO LLP, Chartered Accountants, as auditors 19-Jul-17 Bajaj Finance Limited AGM Management FOR FOR Compliant with law, no concern identified. and fixing their remuneration. 19-Jul-17 Bajaj Finance Limited AGM Management Issue of non-convertible debentures through private placement. FOR FOR Compliant with law. No major concern identified. Payment of commission to non-executive directors for a period of five 19-Jul-17 Bajaj Finance Limited AGM Management FOR FOR No major concerns identified. years commencing from 1st April 2017. 19-Jul-17 Bayer Cropscience Limited PB Management Approval for Buyback of Equity Shares FOR FOR Compliant with Law, no governance issue identified. 20-Jul-17 Sundaram Finance Limited AGM Management Adoption of accounts for the financial year 2016-17. FOR FOR Compliant with Law, no governance issue identified. The Auditors have not raised any qualifications with respect to the Financial Statements. As no major governance issue has been 20-Jul-17 Sundaram Finance Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. identified, therefore, SES recommends that the shareholders vote FOR the resolution. Appointment of a director in the place of Sri Harsha Viji, who retires 20-Jul-17 Sundaram Finance Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. by rotation and being eligible, seeks re-appointment. Appointment of a director in the place of Sri A N Raju, who retires by 20-Jul-17 Sundaram Finance Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. rotation and being eligible, seeks re-appointment Appointment of M/s Sundaram and Srinivasan as the Statutory 20-Jul-17 Sundaram Finance Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditor of the Company Appointment of Mr. Rajiv C Lochan as Independent Director of the 20-Jul-17 Sundaram Finance Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Company Re-appointment of Sri T T Srinivasaraghavan as Managing Director of 20-Jul-17 Sundaram Finance Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. the Company. 20-Jul-17 Sundaram Finance Limited AGM Management Borrow in excess of paid-up capital and free reserves. FOR FOR No major governance issue identified. To consider and adopt the standalone financial statements and the consolidated financial statements of the Company for the year ended 20-Jul-17 Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 31 March 2017, together with the Directors’ and Auditors’ Reports thereon. Declaration of dividend of Rs. 55 per equity share, for the year ended 20-Jul-17 Bajaj Auto Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 31st March 2017. To appoint a director in place of Mr. Madhur Bajaj (DIN 00014593), 20-Jul-17 Bajaj Auto Limited AGM Management who retires by rotation in terms of section 152(6) of the Companies FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Act, 2013 and being eligible, offers himself for re-appointment.

To appoint a director in place of Mr. Shekhar Bajaj (DIN 00089358), 20-Jul-17 Bajaj Auto Limited AGM Management who retires by rotation in terms of section 152(6) of the Companies FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Act, 2013 and being eligible, offers himself for re-appointment. Appointment of S R B C & Co LLP, Chartered Accountants, as Auditors 20-Jul-17 Bajaj Auto Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. and fixing their remuneration for the year 2017-18. 20-Jul-17 Bajaj Auto Limited AGM Management Appointment of Mr. Naushad Forbes as an Independent Director. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

20-Jul-17 Bajaj Auto Limited AGM Shareholders Appointment of Mr. Omkar Goswami as an Independent Director. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 20-Jul-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. Declaration of dividend on equity shares for the year ended 31st 20-Jul-17 Kotak Mahindra Bank Limited AGM Management FOR FOR Compliant with law, no concern identified. March 2017 Reappointment of Mr. Mark Newman (DIN:03518417), who retires by Appointment compliant with law. No Governance concern has been 20-Jul-17 Kotak Mahindra Bank Limited AGM Management FOR FOR rotation identified. Reappointment of S.R. Batliboi & Co., LLP as auditors of the Bank and 20-Jul-17 Kotak Mahindra Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. fixing their remuneration

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 10 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 Reappointment of Prof S. Mahendra Dev (DIN:06519869) as an 20-Jul-17 Kotak Mahindra Bank Limited AGM Shareholders Independent Director of the Bank to hold office up to 14th March FOR FOR Appointment compliant with law. 2021. Appointment of Mr. Uday Chander Khanna (DIN:00079129) as an 20-Jul-17 Kotak Mahindra Bank Limited AGM Shareholders Independent Director of the Bank to hold office up to 15th September FOR FOR Appointment compliant with law. 2021. Reappointment of Mr. Uday S. Kotak as Executive Vice Chairman and 20-Jul-17 Kotak Mahindra Bank Limited AGM Management Managing Director for the period from 1st January 2018 to 31st FOR FOR Appointment compliant with the Law. Fair remuneration December 2020. Reappointment of Mr. Dipak Gupta as Whole-time Director of the 20-Jul-17 Kotak Mahindra Bank Limited AGM Management Bank designated as Joint Managing Director for the period from 1st FOR FOR Appointment compliant with the Law. Fair remuneration January 2018 to 31st December 2020. Approval to borrow in excess of the paid up capital and free reserves 20-Jul-17 Kotak Mahindra Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. but not exceeding ₹ 60,000 crore. Approval to issue unsecured, redeemable non-convertible 20-Jul-17 Kotak Mahindra Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. debentures/bonds for an amount up to ₹ 5,000 crore To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31st March 2017, Profit & Loss account for the year ended 31st 20-Jul-17 AGM Management March 2017, the Report of the Board of Directors on the working and FOR FOR Compliant with Accounting Standards, no audit qualifications. activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts. To declare dividend of Rs. 1.00 (10%) per Equity Share of face value of 20-Jul-17 Canara Bank AGM Management FOR FOR Compliant with Law, no governance issue identified. Rs. 10/- each for the financial year 2016-17. Although, there is substantial dilution for existing Public Shareholders To obtain consent of members for Issue of Securities for an amount 20-Jul-17 Canara Bank AGM Management FOR FOR which is unfair to minority shareholders, in order not to expose the Bank not exceeding ₹ 3,500 crore. to a potential default of Basel III, no concern is being raised. Adoption of 20-Jul-17 Persistent Systems Limited AGM Management a. Audited Financial Statements FOR FOR Compliant with Law, no governance issue identified. b. Audited Consolidated Financial Statements Confirmation of the payment of the Interim Dividend and declare a 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR Compliant with law, no concern identified. Final Dividend for the financial year 2016-17 Appointment of Dr. Anand Deshpande as director, who retires by 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR No concerns identified. rotation 20-Jul-17 Persistent Systems Limited AGM Management Appointment not in compliant with law FOR FOR Ratification compliant with law. Approve the change in designation of Mr. Thomas (Tom) Kendra from 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR No major governance issue identified. 'Independent Director' to 'Non-Executive Non-Independent Director' 20-Jul-17 Persistent Systems Limited AGM Management Approve amendment to the Memorandum of Association FOR FOR No governance concern identified. Approve Persistent Systems Limited – Employee Stock Option Plan 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR No concerns identified. 2017 (ESOP – 2017) Approve grant of employee stock options to the employees of 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR No concerns identified. subsidiary companies Approve acquisition of shares from secondary market through Trust 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR No concerns identified. route for the implementation of ESOP 2017 Approval to make a provision of money by the Company for purchase 20-Jul-17 Persistent Systems Limited AGM Management FOR FOR No concerns identified. of its own shares by the Trust for ESOP 2017 To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; 21-Jul-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 together with the Report of Auditors thereon.

21-Jul-17 Ashok Leyland Limited AGM Management To declare a dividend for the year ended March 31, 2017 FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 11 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 To appoint a Director in the place of Mr. Dheeraj G Hinduja who retires by rotation and being eligible, offers himself for 21-Jul-17 Ashok Leyland Limited AGM Management FOR FOR No major concerns identified. re-appointment.

To appoint Messers Price Waterhouse & Co Chartered Accountants LLP as the Statutory Auditors, to hold office from the conclusion of Appointment compliant with law. No Governance concern has been 21-Jul-17 Ashok Leyland Limited AGM Management FOR FOR this Annual General Meeting until the conclusion of the next Annual identified. General Meeting. Appointment compliant with law. No Governance concern has been 21-Jul-17 Ashok Leyland Limited AGM Shareholders Appointment of Mr. Jose Maria Alapont as an Independent Director. FOR FOR identified. Ratification of Cost Auditors’ Remuneration for the financial year 21-Jul-17 Ashok Leyland Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. 2016-17. Adoption of new Articles of Association of the Company in conformity 21-Jul-17 Ashok Leyland Limited AGM Management FOR FOR No major concerns identified. with the Companies Act, 2013 Purpose of considering and if thought fit, approving with or without modification(s), the Scheme of Arrangement between Kajaria 21-Jul-17 Kajaria Ceramics Limited CCM (Equity Shareholders) Management FOR FOR Simplification of Promoter shareholding, no governance issue identified. Securities Private Limited and Kajaria Ceramics Limited and their respective shareholders and creditors Consider and adopt: a) Audited Financial Statement for the financial year ended March 31, 2017 and the Reports of the Board of Directors and Auditors 21-Jul-17 Limited AGM Management thereon FOR FOR Compliant with Accounting Standards, no governance issue identified. b) Audited Consolidated Financial Statement for the financial year ended March 31, 2017 and the Report of Auditors thereon

21-Jul-17 Reliance Industries Limited AGM Management Declaration of dividend on equity shares FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Smt. Nita M. Ambani, a Director retiring by 21-Jul-17 Reliance Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation Re-appointment of Shri Hital R. Meswani, a Director retiring by 21-Jul-17 Reliance Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation 21-Jul-17 Reliance Industries Limited AGM Management Appointment of Auditors and fixing their remuneration FOR FOR Compliant with Law, no governance issue identified. 21-Jul-17 Reliance Industries Limited AGM Management : Re-appointment of Shri Pawan Kumar Kapil as a Whole-time Director FOR FOR Compliant with Law, no governance issue identified.

21-Jul-17 Reliance Industries Limited AGM Management Re-appointment of Shri Nikhil R. Meswani as a Whole-time Director FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Shri Yogendra P. Trivedi as an Independent 21-Jul-17 Reliance Industries Limited AGM Shareholders FOR FOR No concerns identified. Director 21-Jul-17 Reliance Industries Limited AGM Shareholders Re-appointment of Prof. Ashok Misra as an Independent Director FOR FOR No concerns identified. Re-appointment of Shri Mansingh L. Bhakta as an Independent 21-Jul-17 Reliance Industries Limited AGM Shareholders FOR FOR No concerns identified. Director 21-Jul-17 Reliance Industries Limited AGM Shareholders Re-appointment of Prof. Dipak C. Jain as an Independent Director FOR FOR No concerns identified. Re-appointment of Dr. Raghunath A. Mashelkar as an Independent 21-Jul-17 Reliance Industries Limited AGM Shareholders FOR FOR No concerns identified. Director 21-Jul-17 Reliance Industries Limited AGM Shareholders Appointment of Dr. Shumeet Banerji as an Independent Director FOR FOR Compliant with Law, no governance issue identified. 21-Jul-17 Reliance Industries Limited AGM Management Alteration of Articles of Association. FOR FOR Compliant with Law, no governance issue identified. No concern has been identified regarding the ratification of Ratification of the remuneration of the Cost Auditors for the financial 21-Jul-17 Reliance Industries Limited AGM Management FOR FOR remuneration to be paid to the Cost Auditors. SES recommends that the year ending March 31, 2018. shareholders vote FOR the resolution. Approval of offer or invitation to subscribe to Redeemable Non- 21-Jul-17 Reliance Industries Limited AGM Management FOR FOR Enabling resolution. No major concern identified. Convertible Debentures on private placement. 21-Jul-17 Vijaya Bank EGM Management To elect Two Directors from amongst the shareholders of the Bank FOR ABSTAIN Due to lack of adequate data, we abstain from voting. To consider and adopt the audited Financial Statements for the year Shreyas Shipping & Logistics 21-Jul-17 AGM Management ended on 31st March, 2017 together with the Reports of the Board of FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Directors and Auditors thereon. To consider and adopt the audited Consolidated Financial Statements Shreyas Shipping & Logistics 21-Jul-17 AGM Management for the year ended on 31st March, 2017 together with the Reports of FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Auditors thereon.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 12 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 Shreyas Shipping & Logistics To declare Dividend of Re. 1/- on Equity Shares for the year ended on 21-Jul-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited 31st March, 2017 To appoint a Director in place of Mr. Ritesh S. Ramakrishnan (DIN Shreyas Shipping & Logistics 21-Jul-17 AGM Management 05174818), who retires by rotation and, being eligible, offers himself FOR FOR Appointment Complaint with Law. No concern identified. Limited for re-appointment. Appointment of M/s. Deloitte Haskins and sells LLP, Chartered Shreyas Shipping & Logistics No governance concern identified. Appointment and remuneration is 21-Jul-17 AGM Management Accountants, as the Statutory Auditors the Company for a period of FOR FOR Limited compliant with the law. five years and fix their remuneration Shreyas Shipping & Logistics Appointment of Mr. V. K. Singh as Whole-time Director of the 21-Jul-17 AGM Shareholders FOR FOR No governance concern identified. Appointment compliant with law. Limited Company. Shreyas Shipping & Logistics Appointment of Mr. V. K. Singh as Whole-time Director of the 21-Jul-17 AGM Management FOR FOR No governance concern identified. Appointment compliant with law. Limited Company for a period of 3 years and fixation of his remuneration. Shankara Building Products Adoption of Financial Statements and Reports of the Board of 21-Jul-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Directors and the Auditors thereon Shankara Building Products 21-Jul-17 AGM Management Declaration of Dividend FOR FOR No governance concern identified. Limited Shankara Building Products Re-appointment of Mr. C. Ravi Kumar, as a Director, retiring by 21-Jul-17 AGM Management FOR FOR No governance concern identified. Limited rotation Shankara Building Products To consider the ratification of M/s Haribhakti & Co., Chartered 21-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited Accountant as statutory auditor of the Company Shankara Building Products Approval for revision in remuneration of Mr. Sukumar Srinivas, 21-Jul-17 AGM Management FOR FOR No governance concern observed in revision in executive directors pay Limited Managing Director. Shankara Building Products Approval for revision in remuneration of Mr. C. Ravi Kumar, Whole- 21-Jul-17 AGM Management FOR FOR No governance concern observed in revision in executive directors pay Limited Time Director Shankara Building Products Approval for revision in remuneration of Mr. RSV. Siva Prasad, Whole- 21-Jul-17 AGM Management FOR FOR No governance concern observed in revision in executive directors pay Limited Time Director. 22-Jul-17 Bharti Infratel Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 22-Jul-17 Bharti Infratel Limited AGM Management Declaration of Dividend FOR FOR No major governance issue identified. Re-appointment of Rajan Bharti Mittal as a Director liable to retire by 22-Jul-17 Bharti Infratel Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation 22-Jul-17 Bharti Infratel Limited AGM Management Appointment of Statutory Auditors FOR FOR Appointment compliant with law. Appointment of Sanjay Omprakash Nayar as a Director, liable to retire 22-Jul-17 Bharti Infratel Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. by rotation Appointment of Tao Yih Arthur Lang as a Director, liable to retire by 22-Jul-17 Bharti Infratel Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. rotation Reappointment of Devender Singh Rawat as Managing Director & 22-Jul-17 Bharti Infratel Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Chief Executive Officer of the Company Adoption of Audited Annual Accounts for the year ended March 31, Adoption of Audited Annual Accounts for the year ended March 31, 2017 22-Jul-17 Lumax Industries Limited AGM Management FOR FOR 2017 and the Auditors and Directors Reports thereon and the Auditors and Directors Reports thereon Declaration of Dividend on equity shares for the year ended March 22-Jul-17 Lumax Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. 31, 2017. To appoint a Director in place of Mr. Eiichi Hirooka (DIN 03570733), 22-Jul-17 Lumax Industries Limited AGM Management who retires by rotation and, being eligible, offers himself for re- FOR FOR No concerns identified. appointment. Appointment of M/s. BSR & Associates LLP, Chartered Accountants as 22-Jul-17 Lumax Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. Statutory Auditors of the company and to fix their remuneration. Re-appointment of Mr. Eiichi Hirooka as Senior Executive Director of 22-Jul-17 Lumax Industries Limited AGM Management FOR FOR Compliant with law. No major concern identified. the Company for a further period of 3 (three) years. Appointment of Mr. Koji Sawada as Director as well as Executive 22-Jul-17 Lumax Industries Limited AGM Shareholders FOR FOR Compliant with law. No major concern identified. Director of the Company for a period of 3 (three) years. Appointment of Mr. Rajeev Kapoor as Independent Director for a 22-Jul-17 Lumax Industries Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. term of 5 (five) years. 22-Jul-17 Lumax Industries Limited AGM Management Ratification of remuneration payable to Cost Auditors. FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 13 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 Consider and adopt: a. Audited Financial Statements and Reports thereon for the year 22-Jul-17 Unichem Laboratories Limited AGM Management ended March 31, 2017 FOR FOR Compliant with Law, no governance issue identified. b. Audited Consolidated Financial Statements for the year ended March 31, 2017 22-Jul-17 Unichem Laboratories Limited AGM Management Declaration of Dividend for the year ended March 31, 2017 FOR FOR No governance concern identified. Appointment of N. A. Shah Associates LLP, Chartered Accountants as 22-Jul-17 Unichem Laboratories Limited AGM Management Statutory Auditors in place of retiring auditors, and to fix their FOR FOR Appointment Complaint with Law. No concern identified. remuneration 22-Jul-17 Unichem Laboratories Limited AGM Management Re-appointment of Dr. Prakash A. Mody who retires by rotation FOR FOR No concerns identified.

Re-appointment of Dr. (Mrs.) B. Kinnera Murthy as an Independent 22-Jul-17 Unichem Laboratories Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Director for a second term of five (5) years w.e.f. March 21, 2018

22-Jul-17 Unichem Laboratories Limited AGM Management Ratification of remuneration payable to the Cost Auditors FOR FOR Ratification of remuneration is in accordance with the provisions of law. 22-Jul-17 IIFL Holdings Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 22-Jul-17 IIFL Holdings Limited AGM Management To appoint Statutory Auditors FOR FOR Appointment compliant with law. To appoint a Director in place of Mr. Nirmal Jain, who retires by 22-Jul-17 IIFL Holdings Limited AGM Management FOR FOR No governance concern identified. Appointment compliant with law. rotation Approval To approve offer or invitation to subscribe to Non- 22-Jul-17 IIFL Holdings Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Convertible Debentures To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March 2017 including 24-Jul-17 Swaraj Engines Limited AGM Management the audited Balance Sheet as at 31st March, 2017 and the Statement FOR FOR Compliant with Accounting Standards, no audit qualifications. of Profit and Loss for the year ended on that date and the Reports of the Directors and the Auditors thereon. 24-Jul-17 Swaraj Engines Limited AGM Management To declare a Dividend on Equity Shares. FOR FOR No concerns identified. To appoint a Director in place of Shri S. Durgashankar (DIN 00044713) 24-Jul-17 Swaraj Engines Limited AGM Management who retires by rotation and, being eligible, offers himself for re- FOR FOR No major concerns identified. appointment. To appoint a Director in place of Dr. Pawan Goenka (DIN 00254502) 24-Jul-17 Swaraj Engines Limited AGM Management who retires by rotation and, being eligible, offers himself for re- FOR FOR No concerns identified. appointment. 24-Jul-17 Swaraj Engines Limited AGM Management Appointment of Auditors and fix their remuneration. FOR FOR Compliant with law, no major concern identified. Appointment of Shri Rajesh Jejurikar (DIN 00046823) as Director of 24-Jul-17 Swaraj Engines Limited AGM Shareholders FOR FOR No concerns identified. the Company. Appointment of Shri Subhash Mago (DIN 07797207) as Director of the 24-Jul-17 Swaraj Engines Limited AGM Shareholders FOR FOR No concerns identified. Company. Appointment of Shri Subhash Mago (DIN 07797207) as Whole Time 24-Jul-17 Swaraj Engines Limited AGM Management Director of the Company and approval of the remuneration payable FOR FOR No concerns identified. to him. Ratification of the remuneration payable to the Cost Auditors of the 24-Jul-17 Swaraj Engines Limited AGM Management FOR FOR Compliant with law, no concern identified. Company. Adoption of the audited financial statements (standalone and 24-Jul-17 HDFC Bank Limited AGM Management consolidated) for the year ended March 31, 2017 and the reports of FOR FOR Unqualified accounts. Compliant with the Law the Board of Directors and Auditors thereon. The Bank has sufficient cash to pay the dividend. Further, payment of Sufficient cash and cash equivalents to pay the dividend. No concern has 24-Jul-17 HDFC Bank Limited AGM Management dividend is consistent with the Dividend Policy of the Bank. Therefore, FOR FOR been identified. SES recommends that shareholders vote FOR the resolution. Appointment of Director in place of Mr. Paresh Sukthankar, who Appointment compliant with law. No Governance concern has been 24-Jul-17 HDFC Bank Limited AGM Management retires by rotation and being eligible, offers himself for re- FOR FOR identified. appointment. Appointment of Director in place of Mr. Kaizad Bharucha, who retires Appointment compliant with law. No Governance concern has been 24-Jul-17 HDFC Bank Limited AGM Management FOR FOR by rotation and, being eligible, offers him elf for re-appointment identified.

24-Jul-17 HDFC Bank Limited AGM Management Re-appointment of Statutory Auditors and fixing of their remuneration FOR FOR Appointment is approved by RBI. No governance concerns

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 14 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 Appointment of Mr. Srikanth Nadhamuni as a Director of the Bank 24-Jul-17 HDFC Bank Limited AGM Shareholders FOR FOR No governance concern identified. Appointment compliant with law. liable to retire by rotation Re-appointment of Mr. Paresh Sukthankar as Deputy Managing Appointment compliant with law. No Governance concern has been 24-Jul-17 HDFC Bank Limited AGM Shareholders FOR FOR Director of the Bank. identified. Re-appointment of Mr. Kaizad Bharucha as Executive Director of the Appointment compliant with law. No Governance concern has been 24-Jul-17 HDFC Bank Limited AGM Shareholders FOR FOR Bank. identified. Re-appointment of Mrs. Shyamala Gopinath as a Part time Non We have lack of clarity on said resolution hence we will ABSTAIN from 24-Jul-17 HDFC Bank Limited AGM Shareholders FOR ABSTAIN Executive Chairperson and an Independent Director voting. Approval of related party transactions with HDFC Limited pursuant to 24-Jul-17 HDFC Bank Limited AGM Management FOR FOR No governance concern identified. applicable provisions Approval of related party transaction with HDB Financial Services 24-Jul-17 HDFC Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited pursuant to applicable provisions Raising of additional capital • To Issue Perpetual Debt Instruments (part of Additional Tier I Enabling resolution for issue of perpetual debt instruments. No 24-Jul-17 HDFC Bank Limited AGM Management FOR FOR capital), Tier II Capital Bonds and Senior Long Term Infrastructure governance concern identified Bonds on a private placement basis. Mahindra & Mahindra Financial 24-Jul-17 AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. Services Limited Mahindra & Mahindra Financial 24-Jul-17 AGM Management Declaration of Dividend on Equity Shares. FOR FOR Compliant with law, no concern identified. Services Limited Mahindra & Mahindra Financial Re-appointment of Mr. Ramesh Iyer as a Director, who retires by 24-Jul-17 AGM Management FOR FOR No governance concern identified. Appointment compliant with law. Services Limited rotation Mahindra & Mahindra Financial 24-Jul-17 AGM Management Appointment of Statutory Auditors FOR FOR Appointment Complaint with Law. No concern identified. Services Limited Resolution approving Scheme of Arrangement pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 24-Jul-17 Reliance Capital Limited CCM (Equity Shareholders) Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 2013 between Reliance Capital Limited and Reliance Home Finance Limited and their respective Shareholders and Creditors. To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 24-Jul-17 Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. March 31, 2017 and the report of the Board of Directors and of the Auditors thereon. Compliant with Law, Company has sufficient liquid assets to pay 24-Jul-17 Bharti Airtel Limited AGM Management Declaration of dividend on equity shares FOR FOR dividend. Re-appointment of Sheikh Faisal Thani Al-Thani as a Director liable to 24-Jul-17 Bharti Airtel Limited AGM Management FOR FOR No concerns identified. retire by rotation Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, Appointment compliant with law. No Governance concern has been 24-Jul-17 Bharti Airtel Limited AGM Management FOR FOR as the Statutory Auditors of the Company and to fix its remuneration identified. Reappointment Compliant with law, no major governance concern 24-Jul-17 Bharti Airtel Limited AGM Shareholders Re-appointment of Mr. Manish Kejriwal as an Independent Director FOR FOR identified Re-appointment of Mr. Gopal Vittal as the Managing Director of the Reappointment Compliant with law, no major governance concern 24-Jul-17 Bharti Airtel Limited AGM Management FOR FOR Company identified Ratification of remuneration to be paid to R.J. Goel & Co., Cost 24-Jul-17 Bharti Airtel Limited AGM Management Accountants, Cost Auditors of the Company for the financial year FOR FOR Ratification of remuneration is in accordance with the provisions of law. 2017-18 Amendment in the Employee Stock Option Scheme 2005 of the 24-Jul-17 Bharti Airtel Limited AGM Management FOR FOR No concerns identified. Company To receive, consider and adopt the audited Annual Financial 24-Jul-17 GIC Housing Finance Limited AGM Management Statements for the year ended 31st March, 2017 together with the FOR FOR Compliant with Accounting Standards, no audit qualifications. Reports of the Directors and Auditors thereon. To declare dividend on Equity Shares for the financial year ended on 24-Jul-17 GIC Housing Finance Limited AGM Management FOR FOR Compliant with law, no concern identified. 31st March, 2017. To appoint a Director in place of Mr. Y. Ramulu who retires by 24-Jul-17 GIC Housing Finance Limited AGM Management FOR FOR Compliant with law, no concern identified. rotation and, being eligible, offers himself for reappointment. 24-Jul-17 GIC Housing Finance Limited AGM Management Ratification of appointment of Statutory Auditors. FOR FOR Compliant with law. No major governance concern identified. Reappointment of Mr. B. Chakrabarti (DIN No. 00017513), 24-Jul-17 GIC Housing Finance Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 15 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 Reappointment of Mr. M. K. Garg (DIN No. 00081454), Independent 24-Jul-17 GIC Housing Finance Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Director. Reappointment of Mr. A. V. Muralidharan (DIN No. 00015725), 24-Jul-17 GIC Housing Finance Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director 24-Jul-17 GIC Housing Finance Limited AGM Shareholders Appointment of Mr. S. Gopakumar, Managing Director & CEO FOR FOR No major concerns identified. 24-Jul-17 GIC Housing Finance Limited AGM Management Increase in the Borrowing Powers of the Company. FOR FOR Compliant with law. No major governance concern identified. 24-Jul-17 GIC Housing Finance Limited AGM Management Creation of Charge on Movable and Immovable Properties. FOR FOR Compliant with law. No major governance concern identified. Private Placement of Redeemable Non-Convertible Debentures 24-Jul-17 GIC Housing Finance Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. (NCDs)/Bonds for ` 800 crores only. Related Party Transactions up to an aggregate limit of ` 1,000 Crores 24-Jul-17 GIC Housing Finance Limited AGM Management FOR FOR Compliant with law, no concern identified. (Rupees One Thousand Crores) only. To consider and adopt (a) the audited standalone financial 24-Jul-17 PVR Limited AGM Management statements and (b) the audited consolidated financial statements of FOR FOR Compliant with Law, no governance issue identified. the company 24-Jul-17 PVR Limited AGM Management Declaration of a final Dividend of ` 2/- per Equity Share FOR FOR No major governance issue identified. 24-Jul-17 PVR Limited AGM Management Appointment of Mr. Ajay Bijli as director, who retires by rotation FOR FOR No concerns identified. 24-Jul-17 PVR Limited AGM Management Appointment of M/s B S R & Co., LLP, as Statutory Auditors FOR FOR Appointment Complaint with Law. No concern identified. Appointment of Mr. Vishal Mahadevia as Non-Executive Non- 24-Jul-17 PVR Limited AGM Shareholders FOR FOR No concerns identified. Independent Director Approval to make offer(s) for subscription of Non-Convertible 24-Jul-17 PVR Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Debentures 24-Jul-17 PVR Limited AGM Management Approve PVR Employee Stock Option Plan 2017 FOR FOR No concerns identified. 24-Jul-17 PVR Limited AGM Management Adopt new set of Articles of Association of the Company FOR FOR No concerns identified.

Adoption of the audited financial statement of the Corporation for the financial year ended March 31, 2017 together with the reports of Housing Development Finance the Board of Directors and Auditors thereon. 26-Jul-17 AGM Management FOR FOR Unqualified Accounts, no governance issue identified. Corporation Limited #1(b): Adoption of the audited consolidated financial statements for the financial year ended March 31, 2017 together with the report of the Auditors thereon.

Adoption of the audited consolidated financial statements for the Housing Development Finance 26-Jul-17 AGM Management financial year ended March 31, 2017 together with the report of the FOR FOR Unqualified Accounts, no governance issue identified. Corporation Limited Auditors thereon. Housing Development Finance 26-Jul-17 AGM Management Declaration of final dividend on equity shares of the Corporation FOR FOR Sufficient resources to pay dividend, no governance issue identified. Corporation Limited Housing Development Finance Appointment of Ms. Renu Sud Karnad, who retires by rotation and, 26-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Corporation Limited being eligible, offers herself for re-appointment Housing Development Finance Appointment of Mr. V. Srinivasa Rangan, who retires by rotation and, 26-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Corporation Limited being eligible, offers himself for re- appointment Appointment of Messrs B S R & Co. LLP, Chartered Accountants as the Housing Development Finance 26-Jul-17 AGM Management Auditors of the Corporation for a period of 5 (five) consecutive years FOR FOR Compliant with Law, no governance issue identified. Corporation Limited and fixing their remuneration. Approval to issue Redeemable Non-Convertible Debentures and/or Housing Development Finance No dilution to existing equity shareholders. No governance issue 26-Jul-17 AGM Management other hybrid instruments on a private placement basis, up to an FOR FOR Corporation Limited observed. amount not exceeding ₹ 85,000 crore Housing Development Finance 26-Jul-17 AGM Management Approval of related party transactions with HDFC Bank Limited. FOR FOR Compliant with Law, no governance issue identified. Corporation Limited Housing Development Finance Approval for revision in the salary range of the Managing Directors 26-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Corporation Limited and Whole-time Director of the Corporation Housing Development Finance Adoption of new Articles of Association of the Corporation in 26-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Corporation Limited conformity with the Companies Act, 2013. Adoption of Audited Financial Statements (including the Consolidated Adoption of Audited Financial Statements (including the Consolidated 26-Jul-17 KEC International Limited AGM Management FOR FOR Financial Statements) and Reports of Directors and Auditors thereon Financial Statements) and Reports of Directors and Auditors thereon 26-Jul-17 KEC International Limited AGM Management Declaration of Dividend for the financial year 2016-17. FOR FOR Company has sufficient funds and other liquid assets Re-appointment of Mr. H. V. Goenka (DIN: 00026726) as Director of 26-Jul-17 KEC International Limited AGM Management FOR FOR No concerns identified. the Company. Appointment of Price Waterhouse Chartered Accountants LLP as 26-Jul-17 KEC International Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Statutory Auditors of the Company

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 16 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 26-Jul-17 KEC International Limited AGM Management Authority for appointment of Branch Auditors. FOR FOR Compliant with Law, no governance issue identified. 26-Jul-17 KEC International Limited AGM Management Ratification of remuneration payable to Cost Auditors FOR FOR Compliant with Law, no governance issue identified. Adoption of Articles of Association as per the provisions of the 26-Jul-17 KEC International Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Companies Act, 2013. 26-Jul-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 26-Jul-17 MphasiS Limited AGM Management Approval of final dividend on equity shares FOR FOR Compliant with Law, no governance issue identified. 26-Jul-17 MphasiS Limited AGM Management Re-appointment of Mr. Paul James Upchurch, who retires by rotation FOR FOR Compliant with Law, no governance issue identified.

26-Jul-17 MphasiS Limited AGM Management Re-appointment of Mr. Dario Zamarian, who retires by rotation FOR FOR Compliant with Law, no governance issue identified. 26-Jul-17 MphasiS Limited AGM Management Appointment of Statutory Auditors of the Company. FOR FOR Compliant with Law, no governance issue identified. Appointment of Mr. Nitin Rakesh as a Director and as a CEO & Whole 26-Jul-17 MphasiS Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. time Director Arrangement shall facilitate smoother transition and is in the interest of 26-Jul-17 MphasiS Limited AGM Management Approval of Agreements by Employees with HPE FOR FOR the Company. Approval of Exit Return Incentive (ERI) Plan proposed by Marble II 26-Jul-17 MphasiS Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Pte. Ltd. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 26-Jul-17 IndusInd Bank Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 31, 2017, together with the Reports of the Board of Directors and Auditors thereon. To declare Dividend on Equity Shares of the Bank for the Financial 26-Jul-17 IndusInd Bank Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Year ended March 31, 2017. To appoint a Director in place of Mr. Romesh Sobti (DIN: 00031034), 26-Jul-17 IndusInd Bank Limited AGM Management who retires by rotation and, being eligible, offers himself for re- FOR FOR Appointment Complaint with Law. No concern identified. appointment. To appoint Statutory Auditors of the Bank and authorise the Board of 26-Jul-17 IndusInd Bank Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Directors to fix their remuneration. Re-appointment of Mr. R. Seshasayee (DIN: 00047985), as Part-time 26-Jul-17 IndusInd Bank Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Non-Executive Chairman of the Bank. Borrowing of monies pursuant to Section 180(1)(c) of the Companies 26-Jul-17 IndusInd Bank Limited AGM Management FOR FOR Compliant with law, no concern identified. Act, 2013 and other applicable provisions. Issue of Long Term Bonds / Non-Convertible Debentures on Private 26-Jul-17 IndusInd Bank Limited AGM Management FOR FOR No dilution in shareholding. Proposed issue is in accordance with law. Placement Basis. To receive, consider and adopt: (a) the audited financial statements of the Bank for the financial year 26-Jul-17 Limited AGM Management ended 31st March 2017 and the Reports of the Directors and the FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors thereon; and

To receive, consider and adopt: 26-Jul-17 Axis Bank Limited AGM Management (b) the audited consolidated financial statements for the financial FOR FOR Compliant with Accounting Standards, no audit qualifications. year ended 31st March 2017 and the Report of the Auditors thereon. 26-Jul-17 Axis Bank Limited AGM Management Declaration of dividend on the Equity Shares of the Bank. FOR FOR Compliant with law, no concern identified. Appointment of a Director in place of Smt. Usha Sangwan (DIN 26-Jul-17 Axis Bank Limited AGM Management 02609263), who retires by rotation and being eligible, has offered FOR FOR Compliant with law, no concern identified. herself for re-appointment. Appointment of a Director in place of Shri B. Babu Rao (DIN 26-Jul-17 Axis Bank Limited AGM Management 00425793), who retires by rotation and being eligible, has offered FOR FOR Compliant with law, no concern identified. himself for re-appointment. Ratification of the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Mumbai, (Registration No. 301003E/E300005) as the Statutory Auditors of the Bank and to hold 26-Jul-17 Axis Bank Limited AGM Management FOR FOR Compliant with law, no concern identified. office as such from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting, subject to the approval of the Reserve Bank of India. Revision in the remuneration payable to Dr. Sanjiv Misra (DIN We are not very clear in terms of legal interpretation of the law as 26-Jul-17 Axis Bank Limited AGM Management 03075797), as the Non-Executive (Part-Time) Chairman of the Bank, FOR ABSTAIN multiple regulations are in placed. Hence, we abstain from voting on w.e.f. 18th July 2017. resolution.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 17 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 Revision in the remuneration payable to Smt. Shikha Sharma (DIN 26-Jul-17 Axis Bank Limited AGM Management 00043265), as the Managing Director & CEO of the Bank, w.e.f. 1st FOR FOR Compliant with law, no concern identified. June 2017. Revision in the remuneration payable to Shri V. Srinivasan (DIN 26-Jul-17 Axis Bank Limited AGM Management 00033882), as the Deputy Managing Director of the Bank, w.e.f. 1st FOR FOR Compliant with law, no concern identified. June 2017. Revision in the remuneration payable to Shri Rajiv Anand (DIN 26-Jul-17 Axis Bank Limited AGM Management 02541753), as the Executive Director (Retail Banking) of the Bank, FOR FOR Compliant with law, no concern identified. w.e.f. 1st June 2017. Revision in the remuneration payable to Shri Rajesh Dahiya (DIN 26-Jul-17 Axis Bank Limited AGM Management 07508488), as the Executive Director (Corporate Centre) of the Bank, FOR FOR Compliant with law, no concern identified. w.e.f. 1st June 2017. 26-Jul-17 Axis Bank Limited AGM Management ISSUE OF NON-CONVERTIBLE DEBENTURES FOR FOR Compliant with Law, no governance issue identified. 27-Jul-17 Tata Elxsi Limited AGM Management Adoption of financial statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

27-Jul-17 Tata Elxsi Limited AGM Management Declaration of dividend for the financial year 2016-17 FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of Dr. G.Katragadda as a Director of the Company, liable 27-Jul-17 Tata Elxsi Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. to retire by rotation 27-Jul-17 Tata Elxsi Limited AGM Management Appointment of Statutory Auditors of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

27-Jul-17 Tata Elxsi Limited AGM Shareholders Appointment of Mr. Sudhakar Rao as a Director of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Re-Appointment of Mr. Madhukar Dev as Managing Director & CEO 27-Jul-17 Tata Elxsi Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. of the Company 27-Jul-17 NOCIL Limited AGM Management Adoption of Audited Financial Statement for FY 2016-17 FOR FOR Compliant with Law, no governance issue identified. 27-Jul-17 NOCIL Limited AGM Management To declare dividend on equity shares FOR FOR No governance concern identified. Appointment of Mr. Vilas R. Gupte as a Director, who retire by 27-Jul-17 NOCIL Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. rotation Appointment and remuneration of M/s. Kalyaniwalla & Mistry LLP, as 27-Jul-17 NOCIL Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Statutory Auditors of the Company 27-Jul-17 NOCIL Limited AGM Shareholders Appointment of Mr. Priyavrata H. Mafatlal as Director FOR FOR Appointment Complaint with Law. No concern identified. Approval of appointment and payment of remuneration to Mr. S.R. 27-Jul-17 NOCIL Limited AGM Management FOR FOR No major governance issue identified. Deo as Managing Director Ratification of payment of remuneration to M/s. Kishore Bhatia & 27-Jul-17 NOCIL Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. Associates, for FY 2017-18 Adoption of audited financial statements (including audited 27-Jul-17 Limited AGM Management consolidated financial statements) for the financial year ended 31st FOR FOR Compliant with Law, no governance issue identified. March, 2017 Confirmation of Interim dividend and declaration of final dividend for 27-Jul-17 Exide Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. the financial year ended 31st March, 2017 Re-appointment of Mr. Subir Chakraborty as director, who retires by 27-Jul-17 Exide Industries Limited AGM Management FOR FOR No governance concern identified. rotation 27-Jul-17 Exide Industries Limited AGM Management Re-appointment of Mr. R.B. Raheja as director, who retires by rotation FOR FOR No major governance issue identified. 27-Jul-17 Exide Industries Limited AGM Management Appointment of Auditors FOR FOR Appointment Complaint with Law. No concern identified. Ratification of remuneration payable to Cost Auditors for financial 27-Jul-17 Exide Industries Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. year 2017-18 To consider and adopt: a) the audited financial statements of the Company for the financial year ended March 31, 2017, the reports of the Board of Directors and 28-Jul-17 Astra Microwave Products Limited AGM Management Auditors thereon; and FOR FOR Compliant with Accounting Standards, no audit qualifications. b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2017.

28-Jul-17 Astra Microwave Products Limited AGM Management To declare a dividend on equity shares. FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. B. Malla Reddy (holding DIN 28-Jul-17 Astra Microwave Products Limited AGM Management 00003154), who retires by rotation and being eligible offers himself FOR FOR Compliant with law, no concern identified. for reappointment

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 18 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 To appoint a Director in place of Mr. S. Gurunatha Reddy (holding DIN 28-Jul-17 Astra Microwave Products Limited AGM Management 00003828), who retires by rotation and being eligible offers himself FOR FOR Compliant with law, no concern identified. for reappointment. To appoint M/s. Price Waterhouse Chartered Accountants LLP, 28-Jul-17 Astra Microwave Products Limited AGM Management Chartered Accountants as Statutory Auditors and fix their FOR FOR No concerns identified. remuneration. 28-Jul-17 Astra Microwave Products Limited AGM Management To ratify the remuneration payable to cost auditors. FOR FOR To ratify the remuneration payable to cost auditors. To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended 31st 28-Jul-17 Endurance Technologies Limited AGM Management FOR FOR Unqualified Auditors’ Report, no governance issue identified March, 2017, together with the reports of the Board of Directors and Auditors’ thereon. To declare dividend on equity shares for the financial year ended 31st 28-Jul-17 Endurance Technologies Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. March, 2017. To appoint a director in place of Mr. Ramesh Gehaney, who retires by 28-Jul-17 Endurance Technologies Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation, and being eligible, offers himself for re-appointment.

28-Jul-17 Endurance Technologies Limited AGM Management To appoint Statutory Auditors of the Company FOR FOR Compliant with Law, no governance issue identified.

28-Jul-17 Endurance Technologies Limited AGM Shareholders To appoint Mr. Massimo Venuti as a Director of the Company. FOR FOR Compliant with Law, no governance issue identified. Ratification of remuneration payable to Cost Auditor for the FY 2017- 28-Jul-17 Endurance Technologies Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 18. To receive, consider and adopt: a. the audited financial statements of the Company for the financial year ended March 31, 2017, and Reports of the Directors and ORIENTAL CARBON & CHEMICALS Auditors thereon; and 28-Jul-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. LTD b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2017 and Report of the Auditors thereon.

ORIENTAL CARBON & CHEMICALS To confirm the interim dividend paid during the year and to declare a 28-Jul-17 AGM Management FOR FOR Compliant with law, no concern identified. LTD final dividend for the financial year ended March 31, 2017. To appoint a Director in place of Mr. J P Goenka (holding DIN ORIENTAL CARBON & CHEMICALS 28-Jul-17 AGM Management 00136782), who retires by rotation and being eligible, offers himself FOR FOR No concerns identified. LTD for re-appointment. To consider appointment of M/s. S S Kothari Mehta & Co., Chartered ORIENTAL CARBON & CHEMICALS 28-Jul-17 AGM Management Accountant as a Statutory Auditor of the Company and to fix their FOR FOR Compliant with law, no concern identified. LTD remuneration ORIENTAL CARBON & CHEMICALS 28-Jul-17 AGM Management Approval of the Remuneration of the Cost Auditor. FOR FOR Compliant with law, no concern identified. LTD ORIENTAL CARBON & CHEMICALS No governance concern as fee is being charged only in case of request of 28-Jul-17 AGM Management To authorise to charge fees for service of documents. FOR FOR LTD shareholder for a document to be sent by a particular mode.

To consider reclassification of status of Mr. Shreyans Goenka and Ms. ORIENTAL CARBON & CHEMICALS 28-Jul-17 AGM Management Shreya Goenka from “Promoter & Promoter Group” shareholding of FOR FOR Compliant with law, no concern identified. LTD the Company to the “Public” shareholding of the Company. To receive, consider and adopt the Financial Statements (Standalone and Consolidated) of the Company for the year ended 31st March 2017, including the audited balance sheet as at 31st March 2017 and 28-Jul-17 Dr. Reddy's Laboratories Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. the Statement of Profit and Loss of the company for the year ended on that date along with the reports of the board of directors and auditors thereon. 28-Jul-17 Dr. Reddy's Laboratories Limited AGM Management To declare dividend on the equity shares for the financial year 2016-17 FOR FOR Compliant with Law, no governance issue identified. To re-appoint Mr. G V Prasad, who retires by rotation and, being 28-Jul-17 Dr. Reddy's Laboratories Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. eligible, offers himself for the reappointment. 28-Jul-17 Dr. Reddy's Laboratories Limited AGM Management To ratify appointment of statutory auditors and fix their remuneration. FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 19 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 To re-appoint Mr. K. Satish Reddy as Whole-time Director designated 28-Jul-17 Dr. Reddy's Laboratories Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. as Chairman. To ratify the remuneration payable to Cost Auditors, M/s. Sagar & 28-Jul-17 Dr. Reddy's Laboratories Limited AGM Management Associates, Cost Accountants For the financial year ending 31st March FOR FOR Compliant with law, no concern identified. 2018. To consider and adopt: a) the audited financial statements of the Bank for the financial year ended March 31, 2017 and the Reports of the Board of Directors and the Auditors thereon; and 28-Jul-17 IDFC Bank Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. b) the audited consolidated financial statements of the Bank for the financial year ended March 31, 2017 and the Report of the Auditors thereon.

28-Jul-17 IDFC Bank Limited AGM Management To declare dividend on equity shares FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To appoint Statutory Auditors of the Bank and to fix their 28-Jul-17 IDFC Bank Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. remuneration. 28-Jul-17 IDFC Bank Limited AGM Management Offer and Issue of Debt Securities on Private Placement basis FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of Mr. Anand Sinha as an Independent 28-Jul-17 IDFC Bank Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director Appointment of Ms. Anindita Sinharay as a Nominee Director 28-Jul-17 IDFC Bank Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. representing Government of India Appointment of Mr. Sunil Kakar as a Nominee Director representing 28-Jul-17 IDFC Bank Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. IDFC Limited (Ultimate Holding Company). 28-Jul-17 IDFC Bank Limited AGM Shareholders Appointment of Mr. Avtar Monga as a Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

28-Jul-17 IDFC Bank Limited AGM Management Appointment of Mr. Avtar Monga as the Executive Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Adoption of the Financial Statements for the financial year ended 31st March, 2017, the Consolidated Financial Statements for the said 28-Jul-17 ITC Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. financial year and the Reports of the Board of Directors and the Auditors. 28-Jul-17 ITC Limited AGM Management Declaration of dividend for the financial year ended 31st March, 2017. FOR FOR No concerns identified. Appointment of Mr. Suryakant Balkrishna Mainak who retires by 28-Jul-17 ITC Limited AGM Management FOR FOR No concerns identified. rotation and offers himself for re-election. Ratification of appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants, as Auditors, from the conclusion of the 106th 28-Jul-17 ITC Limited AGM Management FOR FOR No concerns identified. AGM till the conclusion of the 107th AGM and approval to their remuneration for the financial year 2017-18.

28-Jul-17 ITC Limited AGM Shareholders Appointment of Mr. Zafir Alam as Director, liable to retire by rotation. FOR FOR Compliant with law, no concern identified. Appointment of Mr. David Robert Simpson as Director, liable to retire 28-Jul-17 ITC Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. by rotation. Appointment of Mr. Ashok Malik as Director, liable to retire by 28-Jul-17 ITC Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. rotation. Approval to the remuneration of Mr. Yogesh Chander Deveshwar as 28-Jul-17 ITC Limited AGM Management Chairman and Non-Executive Director with effect from 5th February, FOR FOR No concerns identified. 2017. Variation in the terms of remuneration of Mr. Sanjiv Puri, Chief 28-Jul-17 ITC Limited AGM Management Executive Officer & Whole-time Director, with effect from 5th FOR FOR Compliant with Law, no governance issue identified. February, 2017. Ratification of remuneration of Mr. P. Raju Iyer, Cost Auditor, for the 28-Jul-17 ITC Limited AGM Management FOR FOR Compliant with law, no concern identified. financial year 2017-18. Ratification of remuneration of Messrs. Shome & Banerjee, Cost 28-Jul-17 ITC Limited AGM Management FOR FOR Compliant with law, no concern identified. Auditors, for the financial year 2017-18.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 20 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 To receive, consider and adopt: a. the audited financial statements and b. the audited consolidated financial statements of the Company for 28-Jul-17 IDFC Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. the financial year ended March 31, 2017 and the Report of the Auditors thereon

28-Jul-17 IDFC Limited AGM Management To declare dividend on equity shares of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

28-Jul-17 IDFC Limited AGM Management To appoint Mr. Chintamani Bhagat as director, who retires by rotation FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

28-Jul-17 IDFC Limited AGM Management To appoint Auditors and to fix their remuneration FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of Mr. Manish Kumar as a Nominee Director 28-Jul-17 IDFC Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. representing Government of India Appointment of Mr. Soumyajit as a Nominee Director representing 28-Jul-17 IDFC Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Government of India 28-Jul-17 IDFC Limited AGM Shareholders Appointment of Mr. Sunil Kakar as a Director of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of Mr. Sunil Kakar as Managing Director & CEO of the 28-Jul-17 IDFC Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company Reappointment of Mr. S. S. Kohli as an Independent Director of the 28-Jul-17 IDFC Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company Reappointment of Ms. Marianne Okland as an Independent Director 28-Jul-17 IDFC Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. of the Company Offer and Issue of Non-Convertible Securities through Private 28-Jul-17 IDFC Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Placement Adoption of Audited Standalone Financial Statements for the financial 28-Jul-17 Limited AGM Management year ended March 31, 2017, together with the Auditor's report FOR FOR Compliant with Accounting Standards, no audit qualifications. thereon and Reports of the Board of Directors Adoption of Audited Consolidated Financial Statements for the 28-Jul-17 Coromandel International Limited AGM Management financial year ended March 31, 2017, together with the Report of the FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors thereon. 28-Jul-17 Coromandel International Limited AGM Management Declaration of Dividend for the year ended March 31, 2017 FOR FOR Sufficient resources to pay dividend, no governance issue identified.

28-Jul-17 Coromandel International Limited AGM Management Appointment of Mr. V Ravichandran, as a Director FOR FOR Compliant with Law, no governance issue identified. Ratification of appointment of M/s. Deloitte Haskins & Sells as 28-Jul-17 Coromandel International Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Statutory Auditors 28-Jul-17 Coromandel International Limited AGM Shareholders Appointment of Mrs. Nirupama Rao as an Independent Director FOR FOR Compliant with Law, no governance issue identified. Ratification of payment of Remuneration to Cost Auditors for the year 28-Jul-17 Coromandel International Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 2017-18 To receive, consider and adopt the audited financial statements of 29-Jul-17 ISGEC Heavy Engineering Limited AGM Management the Company for the financial year ended 31st March, 2017, together FOR FOR Compliant with Accounting Standards, no audit qualifications. with resorts of the Board of Directors and Auditors thereon.

To receive, consider and adopt the audited consolidated financial 29-Jul-17 ISGEC Heavy Engineering Limited AGM Management statements of the Company for the financial year ended 31st March, FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017, together with the reports of the Auditors thereon. To confirm the payment of Interim Dividend and to declare final 29-Jul-17 ISGEC Heavy Engineering Limited AGM Management FOR FOR No concerns identified. dividend for the financial year ended 31st March, 2017. To appoint a Director in place of Mrs. Nina Puri (DIN: 01316769), who 29-Jul-17 ISGEC Heavy Engineering Limited AGM Management retires by rotation and being eligible, offers herself for re- FOR FOR Compliant with law, no concern identified. appointment. 29-Jul-17 ISGEC Heavy Engineering Limited AGM Management To appoint Statutory Auditors and fix their remuneration. FOR FOR Compliant with law, no concern identified. Appointment of Mr. Vishal Kirti Keshav Marwaha (DIN: 00164204) as 29-Jul-17 ISGEC Heavy Engineering Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. an Independent Director. Re-appointment of Mr. Arun Kathpalia (DIN: 00177320) as an Governance concern identified– total association will exceed 10 years by 29-Jul-17 ISGEC Heavy Engineering Limited AGM Shareholders FOR FOR Independent Director. the end of proposed term

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 21 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 Re-appointment of Mr. Tahir Hasan (DIN: 0074282) as an 29-Jul-17 ISGEC Heavy Engineering Limited AGM Shareholders FOR FOR No concerns identified. Independent Director. Re-appointment of Mr. Vinod Kumar Nagpal (DIN: 00147777) as an 29-Jul-17 ISGEC Heavy Engineering Limited AGM Shareholders FOR FOR No concerns identified. Independent Director. Re-appointment of Mr. Vinod Kumar Sachdeva (DIN: 00454458) as an 29-Jul-17 ISGEC Heavy Engineering Limited AGM Shareholders FOR FOR No concerns identified. Independent Director. Ratification of remuneration of the Cost Auditors for the financial year 29-Jul-17 ISGEC Heavy Engineering Limited AGM Management FOR FOR Compliant with law, no concern identified. ending 31st March, 2018 Adoption of the audited financial statements of the Company for the 29-Jul-17 Vinati Organics Limited AGM Management financial year ended 31st March, 2017 together with the reports of FOR FOR Compliant with Accounting Standards, no audit qualifications. the Board of Directors and Auditors’ thereon. 29-Jul-17 Vinati Organics Limited AGM Management To declare Dividend on equity shares FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. Sunil Saraf, liable to retire by 29-Jul-17 Vinati Organics Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation. To appoint a Director in place of Mr. Mohit Mutreja, liable to retire by 29-Jul-17 Vinati Organics Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation. Appointment of M/s. M. M. Nissim & Co., Chartered Accountants as 29-Jul-17 Vinati Organics Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. the Statutory Auditor of the Company 29-Jul-17 Vinati Organics Limited AGM Management To amend the Capital Clause of Memorandum of Association. FOR FOR Compliant with law. No major concern identified. 29-Jul-17 Vinati Organics Limited AGM Management Adoption of New set of Articles of Association. FOR FOR No concerns identified. Adoption of Financial Statements (standalone & consolidated) for the 29-Jul-17 JK Cement Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. year ended 31st March, 2017. 29-Jul-17 JK Cement Limited AGM Management Approval of dividend for 2016-17. FOR FOR Compliant with law, no concern identified. Re-appointment of Mr. Paul Heinz Hugentobler (DIN 00452691) as 29-Jul-17 JK Cement Limited AGM Management FOR FOR No concerns identified. Director who retires by rotation. Appointment of M/s. S. R. Batliboi & Co, LLP, Chartered Accountants 29-Jul-17 JK Cement Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. as Auditors for FY 2017-18 and fixing their remuneration. Ratification/confirmation of remuneration of Cost Auditor for the FY 29-Jul-17 JK Cement Limited AGM Management FOR FOR Compliant with law, no concern identified. 2017-18. Issuance of Private Placed Non Convertible Debentures upto ₹ 500 29-Jul-17 JK Cement Limited AGM Management FOR FOR No dilution in shareholding. Proposed issue is in accordance with law. Crores during 2017-18 under Section 42 & 71 of Companies Act, 2013. Qualified Institutions Placement for an amount not exceeding ₹ 1,000 crores (Rupees One Thousand Crores) only by way of issuing equity 29-Jul-17 JK Cement Limited AGM Management FOR FOR No concerns identified. shares of ₹ 10 each at such price or prices on each share, to Qualified Institutional Buyers. Dwarikesh Sugar Industries Sub-division of 1 (one) Equity Share of face value of ₹10 each into 10 29-Jul-17 PB Management FOR FOR Compliant with law, no concern identified. Limited (Ten) Equity Shares of ₹1 each Dwarikesh Sugar Industries 29-Jul-17 PB Management Alteration of Capital Clause of Memorandum of Association FOR FOR Compliant with law, no concern identified. Limited 31-Jul-17 Titagarh Wagons Limited AGM Management Adoption of Financial Statements FOR FOR Qualified opinion of statutory auditors 31-Jul-17 Titagarh Wagons Limited AGM Management Declaration of Dividend FOR FOR No governance concern identified. Re-Appointment of Shri Sudipta Mukherjee, Wholetime Director 31-Jul-17 Titagarh Wagons Limited AGM Management FOR FOR No governance concern identified. Appointment compliant with law. retiring by rotation Appoint Statutory Auditors and to authorize Board of Directors to fix 31-Jul-17 Titagarh Wagons Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. their remuneration Re-appointment of Shri J.P. Chowdhary, Executive Chairman for a 31-Jul-17 Titagarh Wagons Limited AGM Management FOR FOR No governance concern identified. term of Five years Change in minimum remuneration to Shri Umesh Chowdhary, Vice Minimum remuneration is within the ceiling of Schedule V of Companies 31-Jul-17 Titagarh Wagons Limited AGM Management FOR FOR Chairman and Managing Director Act, 2013 Approval of payment of remuneration to Shri Umesh Chowdhary, Vice Chairman & Managing Director from the Company’s wholly 31-Jul-17 Titagarh Wagons Limited AGM Management FOR FOR Compliant with law, no concern identified. owned subsidiary in Singapore within the overall limit stipulated by the Act.

31-Jul-17 Titagarh Wagons Limited AGM Management Approval for ratification of remuneration of Cost Auditor FOR FOR Ratification of remuneration is in accordance with the provisions of law.

31-Jul-17 Titagarh Wagons Limited AGM Management Approval for continuing contract/arrangement with Cimmco Limited FOR FOR No governance concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 22 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 Adoption of Financial Statements for the Financial Year ended March 31-Jul-17 V-Guard Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 31, 2017 The Company has sufficient liquid assets to pay the dividend. No concern 31-Jul-17 V-Guard Industries Limited AGM Management To declare final dividend for the Financial Year 2016-17 FOR FOR has been identified. SES recommends that shareholders vote FOR the Resolution. Re-appointment of Mr. Mithun K Chittilappilli, Director, who retires by 31-Jul-17 V-Guard Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation and offers himself for re-appointment To re-appoint M/s. S R Batliboi & Associates LLP, Chartered Appointment compliant with law. No Governance concern has been 31-Jul-17 V-Guard Industries Limited AGM Management FOR FOR Accountants as Statutory Auditors of the Company identified. Ratification of payment of remuneration to M/s. R A & Co. the Cost 31-Jul-17 V-Guard Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. Auditors of the Company for FY 2017/18 Consider and adopt: a) Audited Financial Statements, Reports of the Directors and Auditorsfor the year ended 31st March, 2017; and 31-Jul-17 Birla Corporation Limited AGM Management FOR FOR Unqualified Audit report. Compliant with Accounting standards b) Audited Consolidated Financial Statementsfor the year ended 31st March, 2017

Compliant with Law, Company has sufficient liquid assets to pay 31-Jul-17 Birla Corporation Limited AGM Management Declaration of Dividend on Ordinary Shares FOR FOR dividend. Re-appointment of Shri Harsh V. Lodha (DIN 00394094), who retires Reappointment Compliant with law, no major governance concern 31-Jul-17 Birla Corporation Limited AGM Management FOR FOR by rotation identified Appointment compliant with law. No Governance concern has been 31-Jul-17 Birla Corporation Limited AGM Management Appointment of Auditors and fixation of their remuneration. FOR FOR identified. 31-Jul-17 Birla Corporation Limited AGM Management Ratification of Remuneration of the Cost Auditors of the Company. FOR FOR Ratification of remuneration is in accordance with the provisions of law.

To consider, approve and adopt the Audited Standalone Financial 31-Jul-17 Carborundum Universal Limited AGM Management Statements, Reports of the Board of Directors and Independent FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors thereon for the year ended 31st March, 2017. To consider, approve and adopt the Audited Consolidated Financial 31-Jul-17 Carborundum Universal Limited AGM Management Statements and the Report of the Independent Auditors thereon for FOR FOR Compliant with Accounting Standards, no audit qualifications. the year ended 31st March, 2017. 31-Jul-17 Carborundum Universal Limited AGM Management Declaration of Dividend on equity shares. FOR FOR No concerns identified. Re-appointment of Mr. M M Murugappan (DIN: 00170478) who is 31-Jul-17 Carborundum Universal Limited AGM Management FOR FOR Compliant with law. No major concern identified. retire by rotation. Appointment of M/s. Price Waterhouse, Chartered Accountants LLP 31-Jul-17 Carborundum Universal Limited AGM Management FOR FOR Compliant with law, no concern identified. as Statutory Auditors. Appointment of Mr. M A M Arunachalam (DIN: 00202958) as a 31-Jul-17 Carborundum Universal Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Director. Appointment of Mr. P S Raghavan (DIN: 07812320) as an Independent 31-Jul-17 Carborundum Universal Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Director. Appointment of Mr. Sujjain S Talwar (DIN: 01756539) as an 31-Jul-17 Carborundum Universal Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director. Re-appointment of Mr. K. Srinivasan (DIN: 00088424) as Managing 31-Jul-17 Carborundum Universal Limited AGM Management FOR FOR Compliant with law, no concern identified. Director. 31-Jul-17 Carborundum Universal Limited AGM Management Ratification of remuneration of Cost Auditor for the FY 2017-18. FOR FOR Compliant with law, no concern identified. To approve issue of Non-Convertible Debentures in one or more 31-Jul-17 Carborundum Universal Limited AGM Management FOR FOR Compliant with law, no concern identified. tranches. To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon; and 31-Jul-17 Shree Cements Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 and the Report of the Auditors thereon.

To confirm the payment of Interim Dividend for the financial year 31-Jul-17 Shree Cements Limited AGM Management ended 31st March, 2017 and One-time Special Dividend on equity FOR FOR No concerns identified. shares.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 23 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 To declare final dividend on equity shares for the financial year ended 31-Jul-17 Shree Cements Limited AGM Management FOR FOR No concerns identified. 31st March, 2017. To appoint a Director in place of Mr. Ramakant Sharma 31-Jul-17 Shree Cements Limited AGM Management (DIN:01556371), who retires by rotation and being eligible, offers FOR FOR Compliant with law, no concern identified. himself for re-appointment. Appointment of M/s. Gupta & Dua, Chartered Accountants as 31-Jul-17 Shree Cements Limited AGM Management FOR FOR Compliant with law, no concern identified. Statutory Auditors of the Company. Approval of the remuneration of the M/s. K.G. Goyal and Associates, 31-Jul-17 Shree Cements Limited AGM Management Cost Accountants as Cost Auditors of the Company for the financial FOR FOR Compliant with law, no concern identified. year ending on 31st March, 2018. Approval of re-appointment of Mr. Prashant Bangur as Joint 31-Jul-17 Shree Cements Limited AGM Management Managing Director of the Company for a period of five years w.e.f 1st FOR FOR No concerns identified. April, 2017. 31-Jul-17 Shree Cements Limited AGM Management ISSUE OF NON-CONVERTIBLE DEBENTURES FOR FOR Compliant with law, no concern identified. To consider and adopt the audited financial statements (both standalone and consolidated) for the year ended March 31, 2017, 31-Jul-17 AGM Management which include the Statement of Profit & Loss and Cash Flow FOR FOR Unqualified Audit report. Compliant with Accounting standards Limited Statement, the Balance Sheet, the Auditors’ Report thereon, and the Directors’ Report Godrej Consumer Products 31-Jul-17 AGM Management To declare dividend on equity shares FOR FOR Compliant with Law, no governance issue identified. Limited To appoint a Director in place of Mr Jamshyd Godrej (DIN: 00076250), Godrej Consumer Products 31-Jul-17 AGM Management who retires by rotation, and being eligible, offers himself for re- FOR FOR Compliant with Law, no governance issue identified. Limited appointment To appoint a Director in place of Mr Nadir Godrej (DIN: 00066195), Godrej Consumer Products 31-Jul-17 AGM Management who retires by rotation, and being eligible, offers himself for re- FOR FOR Compliant with Law, no governance issue identified. Limited appointment To appoint B S R & Co, LLP (Firm Registration. No. 101248W/W- 100022) as Statutory Auditors to hold office from the conclusion of Godrej Consumer Products 31-Jul-17 AGM Management this AGM till the conclusion of the 22nd AGM to be held in 2022 and FOR FOR Compliant with Law, no governance issue identified. Limited to authorise the Board of Directors of the Company to fix their remuneration No concern has been identified regarding the ratification of Godrej Consumer Products Ratification of remuneration payable to M/s. P. M. Nanabhoy & Co., 31-Jul-17 AGM Management FOR FOR remuneration to be paid to the Cost Auditors. SES recommends that the Limited appointed as Cost Auditors of the Company for fiscal year 2017-18. shareholders vote FOR the resolution. Godrej Consumer Products Appointment of Mr Pirojsha Godrej (DIN: 00432983) as Non-Executive 31-Jul-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Director Godrej Consumer Products Appointment of Ms Ndidi Nwuneli (DIN: 07738574) as Independent 31-Jul-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Director To fix commission on profits for Non-Executive Directors and Godrej Consumer Products Independent Directors of the Company 31-Jul-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited • 1% of Net Profits or ₹ 20 lacs, whichever is lower

Adoption of the Standalone and Consolidated Audited Accounts for 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. the year ended 31.03.2017 To consider and declare dividend on the Equity Shares for the Compliant with Law, Company has sufficient liquid assets to pay 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management FOR FOR financial year ended March 31, 2017 dividend. Re-appointment of Mr. Rakesh Sarna as a Director liable to retire by Reappointment Compliant with law, no major governance concern 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management FOR FOR rotation identified Re-appointment of Mr. Krishna R Bhupal as a Director liable to retire Reappointment Compliant with law, no major governance concern 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management FOR FOR by rotation. identified Appointment of M/s.Bhaskara Rao & Co., Chartered Accountants as Appointment compliant with law. No Governance concern has been 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management Statutory Auditors of the Company and authorize the Board to fix FOR FOR identified. their remuneration. Approval of the excess remuneration paid to Managing Director for 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. the year 2016-17 as a Special Resolution. Approval of the excess remuneration paid to Executive Director for 01-Aug-17 Taj GVK Hotels & Resorts Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. the year 2016-17 01-Aug-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 01-Aug-17 Marico Limited AGM Management Confirmation of Interim Dividends FOR FOR Compliant with Law, no governance issue identified. 01-Aug-17 Marico Limited AGM Management Re-appointment of Mr. Harsh Mariwala as a Director FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 24 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 01-Aug-17 Marico Limited AGM Management Appointment of Statutory Auditors FOR FOR Compliant with Law, no governance issue identified. 01-Aug-17 Marico Limited AGM Management Ratification of the remuneration payable to Cost Auditor FOR FOR Ratification of remuneration is in accordance with the provisions of law. To appoint Mr. Rishabh Mariwala as a Non-Executive Director of the 01-Aug-17 Marico Limited AGM Shareholders FOR FOR No governance concern identified. Appointment compliant with law. Company To appoint Mr. Ananth Narayanan as an Independent Director of the 01-Aug-17 Marico Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Company Adoption of Financial Statements and the Reports of the Board of 01-Aug-17 Jamna Auto Industries Limited AGM Management Directors and Auditors thereon for the financial year ended on 31 FOR FOR Compliant with Law, no governance issue identified. March, 2017 01-Aug-17 Jamna Auto Industries Limited AGM Management Declaration of divided on Equity Shares FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Mr. R. S. Jauhar as director liable to retire by 01-Aug-17 Jamna Auto Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation Ratification of appointment of M/s S. R. Batliboi & Co., Chartered 01-Aug-17 Jamna Auto Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Accountants as Statutory Auditors of the Company 01-Aug-17 Jamna Auto Industries Limited AGM Management Ratification of remuneration to be paid to Cost Auditors FOR FOR No major concerns identified. Re-appointment of Mr. R S Jauhar as the Whole-time Director of the 01-Aug-17 Jamna Auto Industries Limited AGM Management FOR FOR No major concerns identified. Company for further term of 3 years 01-Aug-17 Jamna Auto Industries Limited AGM Management Approval of transaction with M/s Jai Suspension Systems, LLP FOR FOR Compliant with law. No major governance concern identified. 01-Aug-17 Jamna Auto Industries Limited AGM Management Approval of sub-division of equity shares of the Company FOR FOR Compliant with Law, no governance issue identified. 01-Aug-17 Jamna Auto Industries Limited AGM Management Approval of grant of Employee Stock Options FOR ABSTAIN Due to lack of adequate data, we abstain from voting. Approval of extension of benefit of Employee Stock Options to 01-Aug-17 Jamna Auto Industries Limited AGM Management FOR ABSTAIN Due to lack of adequate data, we abstain from voting. employees of subsidiary(ies) To receive, consider and adopt the Audited Financial Statements of 01-Aug-17 Limited AGM Management the Company for the financial year ended 31st March 2017, together FOR FOR Compliant with Accounting Standards, no audit qualifications. with the Reports of the Board of Directors and the Auditors thereon.

To receive, consider and adopt the Audited Consolidated Financial 01-Aug-17 Trent Limited AGM Management Statements of the Company for the financial year ended 31st March FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017, together with the Report of the Auditors thereon. To declare dividend on the Equity Shares for the financial year ended 01-Aug-17 Trent Limited AGM Management FOR FOR Compliant with law, no concern identified. 31st March 2017 To appoint a Director in place of Mr. Philip N. Auld, who retires by 01-Aug-17 Trent Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation and being eligible, offers himself for re-appointment 01-Aug-17 Trent Limited AGM Management Appointment of Statutory Auditors of the Company FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Ms. Sonia Singh as an Independent Director of the 01-Aug-17 Trent Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Company Re-appointment of Mr. Abhijit Sen as an Independent Director of the 01-Aug-17 Trent Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Company Re-appointment of Mr. Philip N. Auld as the Managing Director of the 01-Aug-17 Trent Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Company Special resolution for issue of Non-Convertible Debentures on a 01-Aug-17 Trent Limited AGM Management FOR FOR Compliant with law, no concern identified. private placement basis under section 42 of the Companies Act, 2013 To consider and adopt the audited standalone and consolidated Credit Analysis And Research financial statements of the Company for the financial year ended 01-Aug-17 AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. Limited March 31, 2017 together with the Reports of the Board of Directors and the Auditors thereon To confirm the payment of interim dividends aggregating to ₹ 18/- Credit Analysis And Research (Rupees Eighteen only) per equity share and to declare final dividend 01-Aug-17 AGM Management FOR FOR Sufficient liquid assets, no concern identified. Limited of ₹ 10/- (Rupees Ten only) per equity share for the financial year ended March 31, 2017 To appoint a director in place of Mr. Rajesh Mokashi (DIN 02781355), Credit Analysis And Research who retires by rotation and being eligible, offers 01-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited himself for re-appointment

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 25 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

Credit Analysis And Research To ratify appointment of M/s. Khimji Kunverji & Co., Chartered 01-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited Accountant as Auditors of the Company for the financial year 2017-18 Appointment of Ms. Sadhana Dhamane (DIN 01062315) who was Credit Analysis And Research appointed as an Additional Director as a Non- Executive 01-Aug-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Director liable to retire by rotation

Credit Analysis And Research Appointment of Mr. S. B. Mainak (DIN 02531129) as an Independent 01-Aug-17 AGM Shareholders FOR FOR Compliant with law. No major governance concern identified. Limited Director of the Company for a period of three years.

Credit Analysis And Research Appointment of Mr. Milind Sarwate (DIN 00109854) as an 01-Aug-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Independent Director of the Company for a period of three years. Adoption of the financial statements for the year ended March 31, 02-Aug-17 Godrej Properties Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. 2017 Re-appointment of Mr. Pirojsha Godrej as Director liable to retire by 02-Aug-17 Godrej Properties Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation Appointment of M/s BSR & Co. LLP as Statutory Auditors of the 02-Aug-17 Godrej Properties Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Company Ratification of re-designation of Mr. Pirojsha Godrej as the Executive 02-Aug-17 Godrej Properties Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Chairman and revision in remuneration payable to him Ratification in re-designation of Mr. Mohit Malhotra as the Managing 02-Aug-17 Godrej Properties Limited AGM Management Director & Chief Executive Officer and revision in remuneration FOR FOR Compliant with Law, no governance issue identified. payable to him 02-Aug-17 Godrej Properties Limited AGM Management Ratification of remuneration paid to Cost Auditors FOR FOR Compliant with Law, no governance issue identified. 02-Aug-17 Godrej Properties Limited AGM Management Approval for enhancement of borrowing limits FOR FOR Compliant with Law, no governance issue identified. 02-Aug-17 Godrej Properties Limited AGM Management Approval for creation of charge on properties of the Company FOR FOR Compliant with Law, no governance issue identified. 02-Aug-17 Godrej Properties Limited AGM Management Approval for issue of Non-Convertible Debentures. FOR FOR Enabling resolution. No major concern identified. To receive consider and adopt: a. the Audited Financial Statement of the Company for the Financial Year ended on 31st March 2017, together with the Directors’ and Auditor’s Report thereon; and 02-Aug-17 EIH Limited AGM Management FOR FOR No audit qualifications. b. the Audited Consolidated Financial Statement of the Company for the Financial Year ended on 31st March 2017, together with the Auditor’s Report thereon.

02-Aug-17 EIH Limited AGM Management To declare a Dividend. FOR FOR No concerns identified. To appoint a Director in place of Mr. Arjun Oberoi (DIN: 00052106), 02-Aug-17 EIH Limited AGM Management who retires by rotation and being eligible, offer himself for re- FOR FOR Compliant with law, no concern identified. appointment. 02-Aug-17 EIH Limited AGM Management To appoint Auditors and to fix their remuneration. FOR FOR Compliant with law, no concern identified. 02-Aug-17 AGM Management Adoption of the Standalone audited financial statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 02-Aug-17 Lupin Limited AGM Management Adoption of the Consolidated audited financial statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 02-Aug-17 Lupin Limited AGM Management Declaration of dividend for the year ended March 31, 2017 FOR FOR No governance concern identified. 02-Aug-17 Lupin Limited AGM Management Re-appointment of Dr. Kamal K. Sharma, as a director FOR FOR Compliant with Law, no governance issue identified. Ratifying the appointment of B S R & Co. LLP, Chartered Accountants, Ratification of appointment compliant with, no governance issue 02-Aug-17 Lupin Limited AGM Management FOR FOR Statutory Auditors of the Company observed Ratifying the remuneration payable to Mr. S. D. Shenoy, Cost Auditor 02-Aug-17 Lupin Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. for the year March 31, 2018. Increasing the limit for granting loans and/or providing 02-Aug-17 Lupin Limited AGM Management FOR FOR No governance concern identified. guarantees/securities and/or making investments To receive, consider and adopt: a. the Audited Financial Statement of the Company for the financial year ended 31st March, 2017 together with the Reports of the Board of Directors and Auditors thereon; and 02-Aug-17 Wockhardt Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. b. the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2017 and the Report of Auditors thereon.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 26 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 To declare dividend on Preference Shares at the rate of 0.01%, 02-Aug-17 Wockhardt Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. absorbing a sum of ` 2,98,557. To confirm the payment of interim dividend aggregating ` 10 (i.e. 02-Aug-17 Wockhardt Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 200%) per Equity Share of ` 5 each paid for the financial year 2016-17. To appoint a Director in place of Dr. Murtaza Khorakiwala (DIN: 02-Aug-17 Wockhardt Limited AGM Management 00102650), who retires by rotation and being eligible, offers himself FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. for re-appointment. Ratification of appointment of Haribhakti & Co. LLP, Chartered 02-Aug-17 Wockhardt Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Accountants as the Statutory Auditors. Appointment of Mr. Vinesh Kumar Jairath as an Independent Director 02-Aug-17 Wockhardt Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. of the Company Ratification of remuneration payable to Cost Auditors for the Financial 02-Aug-17 Wockhardt Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Year 2017-18. Approval for issuance of Non-Convertible Debentures (‘NCDs’) upto ₹ 02-Aug-17 Wockhardt Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 1,200 crores on private placement basis, in one or more tranches.

Adoption of the Audited Financial Statements (including Audited Consolidated 02-Aug-17 Limited AGM Management Financial Statements) for the Financial Year ended March 31, 2017, FOR FOR Unqualified accounts. Compliant with the Law together with the Reports of the Board of Directors and Auditors thereon Approval of Interim Dividend already paid and Declaration of Final 02-Aug-17 Emami Limited AGM Management Dividend FOR FOR Company has sufficient cash and cash equivalent. on Equity Shares for the Financial Year 2016-17 Appointment of a Director in place of of Shri. R. S. Goenka (DIN 00152880), 02-Aug-17 Emami Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. who retires by rotation and being eligible, offers himself for reappointment Appointment of a Director in place of Shri Mohan Goenka (DIN 00150034), 02-Aug-17 Emami Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. who retires by rotation and being eligible, offers himself for reappointment Appointment of a Director in place of Shri S.K. Goenka (DIN 00149916), who 02-Aug-17 Emami Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. retires by rotation and being eligible, offers himself for reappointment. Appointment of M/s. S. R.Batliboi & Co. LLP, Chartered Accountants (Firm registration No 301003E/E300005), as Statutory Auditors to hold office 02-Aug-17 Emami Limited AGM Management FOR FOR Compliant with law, no concern identified. from conclusion of 34th AGM till the conclusion of 39th AGM and to fix their remuneration. Approval to reappointment of Shri K. N. Memani ( DIN 00020696), as 02-Aug-17 Emami Limited AGM Shareholders an FOR FOR Compliant with law, no concern identified. Independent Director of the Company for a term of five years. Approval to reappointment of Shri Y. P. Trivedi (DIN 00001879), as an 02-Aug-17 Emami Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director of the Company for a term of five years.

Approval to reappointment of Shri S. B. Ganguly (DIN 01838353) ,as an 02-Aug-17 Emami Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director of the Company for a term of five years.

Approval to reappointment of Shri A. K. Deb (DIN 02107792),as an 02-Aug-17 Emami Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director of the Company for a term of five years.

Approval to reappointment of Shri P. K. Khaitan (DIN 00004821),as an Appointment compliant with law. No Governance concern has been 02-Aug-17 Emami Limited AGM Shareholders FOR FOR Independent Director of the Company for a term of five years. identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 27 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

Approval to reappointment of Shri M. D. Mallya (DIN 01804955 ) as an Appointment compliant with law. No Governance concern has been 02-Aug-17 Emami Limited AGM Shareholders FOR FOR Independent Director of the Company for a term of five years. identified.

Approval to appointment of Shri C.K Dhanuka (DIN 00005684), as an Appointment compliant with law. No Governance concern has been 02-Aug-17 Emami Limited AGM Shareholders FOR FOR Independent Director of the Company for a term of five years. identified. Compliant with Law. Board authorised to alter and vary the terms and Approval to reappointment of Shri R. S. Agarwal (DIN 00152996) as an 02-Aug-17 Emami Limited AGM Management FOR FOR conditions of the said appointment. However, past remuneration is fair, Executive Chairman of the Company. so no concern being raised. Compliant with Law. Board authorised to alter and vary the terms and Approval to reappointment of Shri R. S. Goenka (DIN 00152880) as a 02-Aug-17 Emami Limited AGM Management FOR FOR conditions of the said appointment. However, past remuneration is fair, Wholetime Director of the Company so no concern being raised. Approval to revision of remuneration of Smt Priti A Sureka, Wholetime 02-Aug-17 Emami Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Director w.e.f. 1st February 2017 Approval to revision of remuneration of Shri Prashant Goenka, 02-Aug-17 Emami Limited AGM Management Wholetime FOR FOR Compliant with law. No major governance concern identified. Director w.e.f. 1st February 2017 Ratification of the fee of Rs. 1,35,000 (Rupees One lakh thirty five thousand 02-Aug-17 Emami Limited AGM Management only) payable to M/S V. K. Jain & Co, Cost Auditors for conducting FOR FOR Ratification of remuneration is in accordance with the provisions of law. audit of the cost records of the Company for the financial year 2017-18 Adoption of the audited standalone financial statement of the 03-Aug-17 Cummins India Limited AGM Management Company for the Financial Year ended March 31, 2017, the reports of FOR FOR Compliant with law, no concern identified. the Board of Directors and Auditors thereon. 03-Aug-17 Cummins India Limited AGM Management Compliant with law, no concern identified FOR FOR Compliant with law, no concern identified. Approval of Final Dividend for the Financial Year ended March 31, 03-Aug-17 Cummins India Limited AGM Management 2017 and to ratify the Interim Dividend declared by the Board of FOR FOR Compliant with law, no concern identified. Directors. Appointment of a director in place of Ms. Suzanne Wells (DIN: Appointment compliant with law. No Governance concern has been 03-Aug-17 Cummins India Limited AGM Management 06954891), who retires by rotation and being eligible, seeks re- FOR FOR identified. appointment. Ratification of appointment of Auditors to hold office from the 03-Aug-17 Cummins India Limited AGM Management conclusion of this Annual General Meeting till the conclusion of FOR FOR Ratification compliant with law. Company’s next Annual General Meeting. Appointment compliant with law. No Governance concern has been 03-Aug-17 Cummins India Limited AGM Shareholders Appointment of Mr. Norbert Nusterer as a Director FOR FOR identified. Ratification of remuneration payable to the Cost Auditors of the Ratification of remuneration of Cost Auditor is compliant with law, no 03-Aug-17 Cummins India Limited AGM Management FOR FOR Company for the Financial Year 2017-18 concern identified Approval on material related party transaction with Cummins Limited, 03-Aug-17 Cummins India Limited AGM Management FOR FOR Compliant with law, no concern identified. UK Approval on material related party transaction with Tata Cummins 03-Aug-17 Cummins India Limited AGM Management FOR FOR Compliant with law, no concern identified. Private Limited. Payment of commission to Independent Non-Executive Directors of 03-Aug-17 Cummins India Limited AGM Management FOR FOR Compliant with law, no concern identified. the Company (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; and 03-Aug-17 Limited AGM Management (b) the Audited Consolidated Financial Statements of the Company FOR FOR Unqualified Financial Statements, no governance issue identified. for the financial year ended March 31, 2017, together with the Report of the Auditors thereon

03-Aug-17 Titan Company Limited AGM Management Declaration of dividend on equity shares for the financial year 2016-17 FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Titan Company Limited AGM Management Re-appointment of Mr. Harish Bhat as a Director FOR FOR Compliant with Law, no governance issue identified. Appointment of Auditors 03-Aug-17 Titan Company Limited AGM Management • M/s. BSR & Co., LLP for a term of 5 years FOR FOR Compliant with Law, no governance issue identified.

03-Aug-17 Titan Company Limited AGM Shareholders Appointment of Mr. Atulya Misra as a Director FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Titan Company Limited AGM Management Appointment of Branch Auditors FOR FOR Compliant with Law, no governance issue identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 28 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 To receive, consider and adopt: a. the audited Standalone Financial Statements of the Company for the financial year ended 31st March 2017, the Reports of Directors and Auditors thereon, and 03-Aug-17 Greaves Cotton Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. b. the audited Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended 31st March 2017 and the Report of Auditors thereon.

03-Aug-17 Greaves Cotton Limited AGM Management To declare a final dividend on the equity shares of the Company. FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. Karan Thapar (DIN 00004264), 03-Aug-17 Greaves Cotton Limited AGM Management who retires by rotation and, being eligible, offers himself for re- FOR FOR No concerns identified. appointment 03-Aug-17 Greaves Cotton Limited AGM Management Ratification of appointment of Statutory Auditors FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Greaves Cotton Limited AGM Management Re-appointment of Branch Auditors FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Greaves Cotton Limited AGM Shareholders Appointment of Ms. Sree Patel as an Independent Director FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Greaves Cotton Limited AGM Shareholders Appointment of Mr. Nagesh Basavanhalli as a Director FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Greaves Cotton Limited AGM Management Appointment of Mr. Nagesh Basavanhalli as Managing Director & CEO FOR FOR Compliant with Law, no governance issue identified. 03-Aug-17 Greaves Cotton Limited AGM Management Payment of Commission to Non-Executive Directors FOR FOR No concerns identified. 03-Aug-17 Greaves Cotton Limited AGM Management Ratification of the remuneration of Cost Auditors FOR FOR Compliant with Law, no governance issue identified. To adopt the Audited Financial Statements relating to the year ended 04-Aug-17 Berger Paints (I) Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 31st March, 2017, Auditors' Report and Directors' Report thereon 04-Aug-17 Berger Paints (I) Limited AGM Management To declare dividend for the FY 2016-17 FOR FOR Compliant with Law, no governance issue identified. To re-appoint Mr. Gurbachan Singh Dhingra (DIN: 00048465) as a 04-Aug-17 Berger Paints (I) Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director. To ratify appointment of M/s. S R Batliboi & Co LLP (ICAI Firm 04-Aug-17 Berger Paints (I) Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Registration No. 301003E/ E300005) as auditors of the Company

To pay commission to Directors of the Company including Independent Directors, who are neither Managing Director nor 04-Aug-17 Berger Paints (I) Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Whole-time Directors. • 1% of Net Profits or ₹ 1 crore, whichever is lower. To ratify the remuneration payable to the Cost Auditors for the 04-Aug-17 Berger Paints (I) Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. financial year 2017-18 a) Adoption of Audited Financial Statements for the financial year ended 31st March, 2017, Reports of the Board of Directors and Auditors thereon 04-Aug-17 Limited AGM Management b) Adoption of Audited Consolidated Financial Statements for the FOR FOR Compliant with Accounting Standards, no concern identified. financial year ended on 31st March, 2017 and Report of the Auditors thereon

Declaration of dividend on equity shares. • The Board of Directors have recommended a dividend of ₹1 per 04-Aug-17 IPCA Laboratories Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. equity share of ₹2

Re-appointment of Mr. Prashant Godha (DIN 00012759), who retires 04-Aug-17 IPCA Laboratories Limited AGM Management FOR FOR No governance concern identified. by rotation, as a Director Re-appointment of Mr. Premchand Godha (DIN 00012691), who Governance issue observed. Position of Chairman and Managing 04-Aug-17 IPCA Laboratories Limited AGM Management FOR FOR retires by rotation, as a Director Director of the Company is combined and held by one person 04-Aug-17 IPCA Laboratories Limited AGM Management Appointment of Auditors and fixing their remuneration. FOR FOR Appointment in compliance with law 04-Aug-17 IPCA Laboratories Limited AGM Management Remuneration payable to Cost Auditors. FOR FOR Ratification of remuneration is in accordance with the provisions of law.

04-Aug-17 The Limited AGM Management Adoption of Financial Statements for the year ended 31st March 2017 FOR FOR Compliant with Accounting Standards, no governance issue identified. 04-Aug-17 The Ramco Cements Limited AGM Management Declaration of dividend for the year 2016-2017 FOR FOR Compliant with Law, no governance issue identified. Reappointment of Shri. P.R.Venketrama Raja as Director, liable to 04-Aug-17 The Ramco Cements Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. retire by rotation

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 29 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 Appointment of M/s. Ramakrishna Raja and Co., Chartered 04-Aug-17 The Ramco Cements Limited AGM Management Accountants, and M/s. SRSV & Associates, Chartered Accountants, as FOR FOR Compliant with Law, no governance issue identified. Auditors 04-Aug-17 The Ramco Cements Limited AGM Management Appointment of Shri. P.R.Venketrama Raja, as Managing Director FOR FOR No concerns identified. 04-Aug-17 The Ramco Cements Limited AGM Management Approval for issue of Non-Convertible Debentures FOR FOR Enabling resolution, no concern identified Ratification of fee payable to M/s. Geeyes & Co., Cost Accountants, 04-Aug-17 The Ramco Cements Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Cost Auditors of the Company, for the financial year 2017-18

04-Aug-17 Ramco Industries Limited AGM Management Adoption of Financial Statements for the year ended 31st March 2017 FOR FOR Compliant with Accounting Standards, no audit qualifications. 04-Aug-17 Ramco Industries Limited AGM Management Declaration of dividend for the year 2016-2017 FOR FOR Sufficient liquid assets, no concern identified. 04-Aug-17 Ramco Industries Limited AGM Management Reappointment of Shri.P.R.Venketrama Raja, as Director FOR FOR Compliant with Law, no governance issue identified. Appointment of M/s.Ramakrishna Raja and Co., Chartered Appointment compliant with law. No Governance concern has been 04-Aug-17 Ramco Industries Limited AGM Management Accountants, and M/s. SRSV & Associates, Chartered Accountants, as FOR FOR identified. Auditors Appointment of Shri. P.V. Abinav Ramasubramaniam Raja, as Director 04-Aug-17 Ramco Industries Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. - Ordinary Resolution Appointment of Shri. P.V. Abinav Ramasubramaniam Raja, as 04-Aug-17 Ramco Industries Limited AGM Management FOR FOR No concerns identified. Managing Director - Special Resolution Ratification of fee payable to M/s.Geeyes & Co., Cost Accountants, 04-Aug-17 Ramco Industries Limited AGM Management Cost Auditors of the Company, for the financial year 2017-18 - FOR FOR Ratification of remuneration is in accordance with the provisions of law. Ordinary Resolution 04-Aug-17 Ujjivan Financial Services Limited AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

04-Aug-17 Ujjivan Financial Services Limited AGM Management Declaration of dividend FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

04-Aug-17 Ujjivan Financial Services Limited AGM Management Appointment of Statutory Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Re-Appointment of Mr. Amit Gupta as a Director liable to retire by 04-Aug-17 Ujjivan Financial Services Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation and being eligible, offers himself for re-appointment To approve the appointment of Ms. Sudha Suresh as the Managing 04-Aug-17 Ujjivan Financial Services Limited AGM Management Director and Chief Executive of the Company for a period of 3 years FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. w.e.f. February 01, 2017 To approve the revision in the limit of foreign shareholding in the 04-Aug-17 Ujjivan Financial Services Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company from 49% to 47% and submission thereof to RBI To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company 04-Aug-17 Mahindra & Mahindra Limited AGM Management FOR FOR No major concerns identified. for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon 04-Aug-17 Mahindra & Mahindra Limited AGM Management To declare a dividend on Ordinary (Equity) Shares. FOR FOR No concerns identified. To appoint a Director in place of Dr. Pawan Goenka (DIN: 00254502), 04-Aug-17 Mahindra & Mahindra Limited AGM Management who retires by rotation and, being eligible, offers himself for re- FOR FOR Compliant with law, no concern identified. appointment. Appointment of M/s. B S R & CO. LLP, Chartered Accountants as Statutory Auditors of the Company for a term of five years from the 04-Aug-17 Mahindra & Mahindra Limited AGM Management FOR FOR Compliant with law, no concern identified. conclusion of the 71st AGM until the conclusion of the 76th AGM and approve their remuneration. Ratification of the Remuneration payable to M/s. D. C. Dave & Co., 04-Aug-17 Mahindra & Mahindra Limited AGM Management Cost Accountants (Firm Registration Number: 000611), appointed as FOR FOR Compliant with law, no concern identified. the Cost Auditors of the Company. Appointment of Mr. T. N. Manoharan (DIN: 01186248) as an Independent Director of the Company for a term of 5 consecutive 04-Aug-17 Mahindra & Mahindra Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. years commencing from 11th November, 2016 to 10th November, 2021. Appointment of Mr. Anand G. Mahindra (DIN: 00004695) as Executive Chairman for a period of 5 years with effect from 12th November, 04-Aug-17 Mahindra & Mahindra Limited AGM Management FOR FOR Compliant with law, no concern identified. 2016 up to and including 11th November, 2021 and approve his remuneration.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 30 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 Appointment of Dr. Pawan Goenka (DIN: 00254502) as Managing Director for a period of 4 years with effect from 12th November, 2016 04-Aug-17 Mahindra & Mahindra Limited AGM Management FOR FOR Compliant with law, no concern identified. up to and including 11th November, 2020 and approve his remuneration. Borrow by way of securities, including but not limited to, secured/ unsecured redeemable Non-Convertible Debentures and/or 04-Aug-17 Mahindra & Mahindra Limited AGM Management FOR FOR Compliant with law, no concern identified. Commercial Paper to be issued under Private Placement basis up to Rs. 5,000 crores. Ordinary Resolution for adoption of Audited Financial Statements 04-Aug-17 Arvind Limited AGM Management including Consolidated Financial Statements for the financial year 31st FOR FOR Compliant with Accounting Standards, no audit qualifications. March, 2017 and Reports of Directors and Auditors thereon.

04-Aug-17 Arvind Limited AGM Management Ordinary Resolution for declaration of dividend on equity shares. FOR FOR Compliant with Law, no governance issue identified. Ordinary Resolution for re-appointment of Mr. Jayesh Shah as 04-Aug-17 Arvind Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director of the Company, liable to retire by rotation Ordinary Resolution for appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration Number: 117366W/W-100018), 19th Floor, “Shapath V”, S. G. Highway, 04-Aug-17 Arvind Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Ahmedabad – 380 015 as statutory auditors of the Company in place of M/s. Sorab S. Engineers & Co., Chartered Accountants and to fix their remuneration Ordinary Resolution for Ratification of the remuneration of M/s. Kiran 04-Aug-17 Arvind Limited AGM Management J. Mehta & Co., Cost Accountants for the financial year ending 31st FOR FOR Ratification of remuneration is in accordance with the provisions of law. March, 2018. Special Resolution for re-appointment of Mr. Punit Lalbhai as No cap on variable pay and total remuneration. However, past 04-Aug-17 Arvind Limited AGM Management Executive Director of the Company for a period of 5 years from 1st FOR FOR remuneration has been fair, so no concern being raised. August, 2017 to 31st July, 2022 and remuneration payable to him

Special Resolution for re-appointment of Mr. Kulin Lalbhai as No cap on variable pay and total remuneration. However, past 04-Aug-17 Arvind Limited AGM Management Executive Director of the Company for a period of 5 years from 1st FOR FOR remuneration has been fair, so no concern being raised. August, 2017 to 31st July, 2022 and remuneration payable to him Special Resolution for approval of offer or invitation to subscribe to 04-Aug-17 Arvind Limited AGM Management Non-convertible Debentures on private placement basis up to ₹ 500 FOR FOR Compliant with Law, no governance issue identified. crores. Adoption of Audited financial statements for the year ended March 04-Aug-17 Graphite India Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 31, 2017 To declare dividend to be paid on Equity Shares for the year ended 04-Aug-17 Graphite India Limited AGM Management FOR FOR No concerns identified. 31st March, 2017. To appoint a Director in place of Mr. J. D. Curravala, (DIN 00277426) 04-Aug-17 Graphite India Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with law, no concern identified. appointment. Appointment of S R Batliboi & Co. LLP (Regd. No.301003E/E300005), 04-Aug-17 Graphite India Limited AGM Management Chartered Accountants as Auditors and fixation of remuneration FOR FOR Compliant with law, no concern identified. thereof. Payment of remuneration by way of commission to Directors of the 04-Aug-17 Graphite India Limited AGM Management FOR FOR No concerns identified. Company. Payment of remuneration by way of commission to Directors of the 04-Aug-17 Graphite India Limited AGM Management FOR FOR Compliant with law, no concern identified. Company. Issue of Debentures/ Bonds up to Rs. 2,000 Crore on private 04-Aug-17 Graphite India Limited AGM Management FOR FOR Compliant with law, no concern identified. placement basis. 04-Aug-17 Graphite India Limited AGM Management Adoption of new Articles of Association of the Company. FOR FOR No concerns identified. To adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2017 and the Reports of the 04-Aug-17 MRF Limited AGM Management Directors and Auditors thereon and the Audited Consolidated FOR FOR Compliant with Accounting Standards, no audit qualifications. Financial Statements of the Company for the financial year ended 31st March, 2017 04-Aug-17 MRF Limited AGM Management To declare a final dividend on equity shares FOR FOR Sufficient liquid assets, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 31 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

To appoint a Director in place of Dr. K C Mammen, who retires by 04-Aug-17 MRF Limited AGM Management FOR FOR Appointment compliant with the Law. No major governance concerns. rotation and being eligible, offers himself for re-appointment. To appoint Messrs. Mahesh, Virender & Sriram, Chartered 04-Aug-17 MRF Limited AGM Management Accountants as Joint Statutory Auditors of the Company and fix their FOR FOR Compliant with Law, no governance issue identified. remuneration To ratify the appointment of Messrs. SCA AND ASSOCIATES, 04-Aug-17 MRF Limited AGM Management Chartered Accountants as Joint Statutory Auditors of the Company FOR FOR Compliant with Law, no governance issue identified. and fix their remuneration. 04-Aug-17 MRF Limited AGM Management To amend the Articles of Association of the Company. FOR FOR No governance concerns in the proposed amendments. 04-Aug-17 MRF Limited AGM Management To increase the number of Directors on the Board FOR FOR No governance concerns in the proposed amendments. To appoint Mr. Samir Thariyan Mappillai as Director, liable to retire by Appointment compliant with law. No Governance concern has been 04-Aug-17 MRF Limited AGM Shareholders FOR FOR rotation identified. To appoint Mr. Varun Mammen as Director, liable to retire by Appointment compliant with law. No Governance concern has been 04-Aug-17 MRF Limited AGM Shareholders FOR FOR rotation. identified. Revision in the remuneration of Mr K.M.Mammen, Chairman and 04-Aug-17 MRF Limited AGM Management FOR FOR No governance concerns regarding proposed remuneration. Managing Director Revision in the remuneration of Mr Arun Mammen, Vice-Chairman 04-Aug-17 MRF Limited AGM Management FOR FOR No governance concerns regarding proposed remuneration. and Managing Director Mr. Rahul Mammen Mappillai as Managing Director of the Company 04-Aug-17 MRF Limited AGM Management FOR ABSTAIN Not very clear about legal implications for a period of 5 years commencing from 04-05-2017

To appoint Mr. Samir Thariyan Mappillai as Whole-Time Director of Appointment compliant with law. No Governance concern has been 04-Aug-17 MRF Limited AGM Management FOR FOR the Company for a period of 5 years commencing from 04-08-2017. identified.

To appoint Mr. Varun Mammen as Whole-Time Director of the Appointment compliant with law. No Governance concern has been 04-Aug-17 MRF Limited AGM Management FOR FOR Company for a period of 5 years commencing from 04-08-2017. identified. To ratify the remuneration payable to Mr. C Govindan Kutty, Cost 04-Aug-17 MRF Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditor of the Company To receive, consider and adopt the Audited Financial Statements as at 04-Aug-17 VRL Logistics Limited AGM Management 31st March 2017 and the report of the Board of Directors and FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors thereon. To confirm interim dividend paid as the final dividend on Equity 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR Compliant with law, no concern identified. Shares for the year ended on 31st March 2017. Appointment of Dr. Ashok Shettar, who retires by rotation and being Appointment compliant with law. No Governance concern has been 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR eligible, offers himself for reappointment identified. To ratify the appointment of Walker, Chandiok & Co, LLP, Mumbai as 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. the Statutory Auditors of the Company. Re-appointment of Mr. Vijay Sankeshwar as the Chairman and 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR No concerns identified. Managing Director of the Company. Revision in remuneration of Mr. Anand Sankeshwar, Managing 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR No concerns identified. Director. Appointment of Mr. K N Umesh as a Whole-time Director of the 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Company. Appointment of Mr. L R Bhat as a Whole-time Director of the 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Company. To consider, approve and ratify the remuneration payable to M/s. S K 04-Aug-17 VRL Logistics Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Tikare & Co, Cost Accountants for FY 2017-18 a) Adoption of Standalone financial statements of the Company for the financial year ended March 31, 2017, the Reports of the Board of Directors and the Auditors thereon and 04-Aug-17 EID Parry India Limited AGM Management b) Adoption of Consolidated financial statements of the Company for FOR FOR Compliant with Accounting Standards, no audit qualifications. the financial year ended March 31, 2017, the Report of the Auditors thereon.

04-Aug-17 EID Parry India Limited AGM Management Confirmation of Dividend. FOR FOR Compliant with Law, no governance issue identified. Appointment of a Director in place of Mr. V. Ravichandran (DIN: 04-Aug-17 EID Parry India Limited AGM Management 00110086) who retires by rotation and being eligible, seeks re- FOR FOR Appointment Complaint with Law. No concern identified. appointment.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 32 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-Aug-17 EID Parry India Limited AGM Management Appointment of Statutory Auditors. FOR FOR Appointment Complaint with Law. No concern identified. Appointment of Mr. S. Suresh (DIN: 06999319) as Managing Director We are not sure of the legal implications. Hence we chose to abstain 04-Aug-17 EID Parry India Limited AGM Management FOR ABSTAIN and payment of remuneration. from voting. Ratification of remuneration of the Cost Auditors for the financial year 04-Aug-17 EID Parry India Limited AGM Management FOR FOR Compliant with law, no concern identified. ending March 31, 2018. 04-Aug-17 EID Parry India Limited AGM Management Issue of Non-Convertible Debentures on a private placement basis. FOR FOR No dilution in shareholding. Proposed issue is in accordance with law. To receive, consider and adopt the standalone and consolidated 04-Aug-17 Sobha Limited AGM Management financial statements of the Company for the financial year ended FOR FOR Compliant with Accounting Standards, no audit qualifications. March 31, 2017 04-Aug-17 Sobha Limited AGM Management To declare dividend on equity shares. FOR FOR Sufficient liquid assets, no concern identified. To appoint a Director in place of Mr. J C Sharma (DIN: 01191608), who 04-Aug-17 Sobha Limited AGM Management retires by rotation and being eligible has offered himself for FOR FOR Reappointment Compliant with law. No concern identified. reappointment. To approve appointment of Messrs B S R & Co. LLP, Chartered Appointment compliant with law. No Governance concern has been 04-Aug-17 Sobha Limited AGM Management Accountants (Firm Registration No.101248W/W-100022) as the FOR FOR identified. Statutory Auditors of the Company Ratification of remuneration payable to M/s Srinivas and Co, Cost 04-Aug-17 Sobha Limited AGM Management Accountants (Firm Registration No: 000278), the Cost Auditors of the FOR FOR Ratification of remuneration is in accordance with the provisions of law. Company To increase the ceiling on aggregate of investment/ loan/security 05-Aug-17 Titagarh Wagons Limited PB Management FOR FOR Compliant with Law, no governance issue identified. from the present ₹ 1,000 crore to ₹ 2,500 crore To authorise investment/ loan/ security to Titagarh Firema Adler SpA, Italy up to a limit of (equivalent to INR 814 crore approx.) INR 05-Aug-17 Titagarh Wagons Limited PB Management FOR FOR Compliant with Law, no governance issue identified. equivalent of Euro 110 million within the limit u/s 186 of the Companies Act, 2013 as approved by the shareholders. Advanced Research Adoption of Financial Statements for the financial year ended 31st 05-Aug-17 AGM Management FOR FOR Unqualified accounts. Compliant with the Law Company Limited March 2017 Sun Pharma Advanced Research Re-appointment of Dr. T Rajamannar, who retires by rotation and 05-Aug-17 AGM Management FOR FOR No governance concern identified. Appointment compliant with law. Company Limited being eligible offers himself for re-appointment, as a Director Sun Pharma Advanced Research Appointment of SRBC & Co. LLP, Chartered Accountants as the 05-Aug-17 AGM Management FOR FOR Appointment and terms of appointment compliant with the Law. Company Limited Statutory Auditors Sun Pharma Advanced Research 05-Aug-17 AGM Shareholders Appointment of Dr. Ferzaan Engineer as an Independent Director FOR FOR No governance concern identified. Appointment compliant with law. Company Limited Sun Pharma Advanced Research 05-Aug-17 AGM Shareholders Appointment of Mr. Mark Simon as an Independent Director FOR FOR No governance concern identified. Appointment compliant with law. Company Limited Sun Pharma Advanced Research Approval of transactions with Sun Pharmaceutical Industries Inc., USA 05-Aug-17 AGM Management FOR FOR No governance concern identified. Company Limited under Shared Services Agreement Sun Pharma Advanced Research Approval of transactions with Sun Pharmaceutical Industries Inc., USA 05-Aug-17 AGM Management FOR FOR No governance concern identified. Company Limited under Master Support Services Agreement Sun Pharma Advanced Research : Approval for acquisition of new premises at Savli, Vadodara, from 05-Aug-17 AGM Management FOR FOR No major governance issue identified. Company Limited Sun Pharmaceutical Industries Limited Sun Pharma Advanced Research Approval for sell of existing premises at Tandalja, Vadodara to Sun 05-Aug-17 AGM Management FOR FOR No major governance issue identified. Company Limited Pharmaceutical Industries Limited To receive, consider and adopt the Audited Standalone and 07-Aug-17 Limited AGM Management Consolidated Financial Statements for the financial year ended 31 FOR FOR Unqualified Financial Statements, no governance issue identified. March, 2017 and the Reports of the Directors and Auditors thereon 07-Aug-17 Britannia Industries Limited AGM Management To declare dividend for the financial year ended 31 March, 2017 FOR FOR Sufficient liquid assets, no concern identified. To appoint a Director in place of Mr. A. K. Hirjee (DIN: 00044765), who 07-Aug-17 Britannia Industries Limited AGM Management retires by rotation in terms of Section 152(6) of the Companies Act, FOR FOR Compliant with Law, no governance issue identified. 2013 and being eligible, offers himself for reappointment. To ratify the appointment of M/s B S R & Co. LLP, Chartered 07-Aug-17 Britannia Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Accountants, as Statutory Auditors of the Company. To approve the appointment of Dr. Ajay Shah (DIN: 01141239) as an 07-Aug-17 Britannia Industries Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Independent Director To approve the appointment of Dr. Y.S.P Thorat (DIN: 02652734) as 07-Aug-17 Britannia Industries Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. an Independent Director

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 33 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

07-Aug-17 Lakshmi Machine Works Limited AGM Management Adoption of Annual Financial Statements for 2016-17. FOR FOR Compliant with Accounting Standards, no audit qualifications.

07-Aug-17 Lakshmi Machine Works Limited AGM Management Declaration of Dividend for 2016-17. FOR FOR Compliant with law, no concern identified.

07-Aug-17 Lakshmi Machine Works Limited AGM Management Re-appointment of Sri V Sathyakumar, Director retiring by rotation. FOR FOR Appointment Complaint with Law. No concern identified.

07-Aug-17 Lakshmi Machine Works Limited AGM Management Ratify the appointment of Auditors and to fix the remuneration. FOR FOR Ratification of appointment compliant with law. No concern identified.

07-Aug-17 Lakshmi Machine Works Limited AGM Shareholders Appointment of Sri Arun Alagappan as Independent Director. FOR FOR Appointment Complaint with Law. No concern identified.

07-Aug-17 Lakshmi Machine Works Limited AGM Management Confirmation of remuneration payable to Cost Auditor. FOR FOR Compliant with law, no concern identified. Shifting of Registered Office of the Company from National Capital 07-Aug-17 Somany Ceramics Limited PB Management FOR FOR No concerns identified. Territory (NCT) of Delhi to the State of West Bengal. Adoption of Audited Financial Statements for the financial year ended 07-Aug-17 Dhunseri Tea & Industries Limited AGM Management 31st March, 2017 and the Reports of the Directors’ and Auditors’ FOR FOR Compliant with Accounting Standards, no audit qualifications. thereon Declaration of dividend of Rs. 8.00 per equity share for the financial 07-Aug-17 Dhunseri Tea & Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. year ended 31st March, 2017. Appointment of Mr Mrigank Dhanuka (DIN: 00005666) as a director of 07-Aug-17 Dhunseri Tea & Industries Limited AGM Management the Company, who retires by rotation and eligible offer himself for re- FOR FOR Appointment Complaint with Law. No concern identified. appointment. Ratification of appointment of M/s. Lovelock & Lewes, Chartered Accountants (Firm Registration No. 301056E) as Statutory Auditors’ of 07-Aug-17 Dhunseri Tea & Industries Limited AGM Management FOR FOR Ratification of appointment compliant with law. No concern identified. the Company and to authorise the Board to fix their remuneration for the financial year ending 31st March, 2018. Ratification of the remuneration of Rs. 1,50,000 of Cost Auditor, M/s. 07-Aug-17 Dhunseri Tea & Industries Limited AGM Management Mani & Co. to conduct the Cost Audit for the financial year ending FOR FOR Compliant with law, no concern identified. 31st March, 2018. Appointment of Ms. Preethi Krishna (Holding DIN:02037253) as a Non- 08-Aug-17 Sundram Fasteners Limited PB Shareholders FOR FOR Compliant with Law, no governance issue identified. Executive Non-Independent Director. Consideration and adoption of the Audited Financial Statements including Audited Consolidated Financial Statement for the year 08-Aug-17 Nilkamal Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon Declaration of dividend on equity shares for year ended March 31, 08-Aug-17 Nilkamal Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. 2017 08-Aug-17 Nilkamal Limited AGM Management Re-appointment of Mr. Manish V. Parekh, who retires by rotation. FOR FOR Compliant with Law, no governance issue identified. Retirement of M/s. Vora and Associates and ratification of 08-Aug-17 Nilkamal Limited AGM Management appointment of M/s. B S R & Co. LLP as the Statutory Auditors of the FOR FOR Compliant with Law, no governance issue identified. Company and fixing their remuneration 08-Aug-17 Nilkamal Limited AGM Shareholders Appointment of Mr. K. Venkataramanan as an Independent Director FOR FOR Compliant with Law, no governance issue identified. Ratification of remuneration payable to Cost Auditors for the financial 08-Aug-17 Nilkamal Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. year 2017-2018. Revision in remuneration payable to Mr. Mihir H. Parekh, appointed 08-Aug-17 Nilkamal Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. at a place of profit in the Company To review, consider and adopt the Audited Financial Statements (including consolidated financial statements) of the Company for the 08-Aug-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. financial year ended March 31, 2017 together with the reports of Board of Directors and the Auditors thereon To declare a dividend of Rs. 100 per equity share for the financial year Compliant with Law, Company has sufficient liquid assets to pay 08-Aug-17 Eicher Motors Limited AGM Management FOR FOR ended March 31, 2017 dividend. To appoint M/s. S R Batliboi & Co. LLP, Chartered Accountants as Appointment compliant with law. No Governance concern has been 08-Aug-17 Eicher Motors Limited AGM Management FOR FOR Statutory Auditors of the Company identified. To consider and approve payment of remuneration to Mr. Siddhartha 08-Aug-17 Eicher Motors Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Lal as Managing Director

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 34 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 To consider and ratify remuneration of Cost Auditor payable for the 08-Aug-17 Eicher Motors Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. financial year 2016-17. Johnson Controls-Hitachi Air 08-Aug-17 AGM Management Adoption of Financial Statement for the year ended March 31, 2017 FOR FOR Compliant with Accounting Standards, no audit qualifications. Conditioning India Limited Johnson Controls-Hitachi Air 08-Aug-17 AGM Management To declare Dividend for the year ended March 31, 2017 FOR FOR Compliant with law, no concern identified. Conditioning India Limited Johnson Controls-Hitachi Air To re-appoint Mr. Vinay Mulji Chauhan as Director who retires by 08-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Conditioning India Limited rotation. Johnson Controls-Hitachi Air To ratify appointment of M/s. Price Waterhouse & Co. as an Auditors 08-Aug-17 AGM Management FOR FOR Compliant with law, no concern identified. Conditioning India Limited of the Company. Johnson Controls-Hitachi Air 08-Aug-17 AGM Management To appoint Cost Auditors for the year 2017-18. FOR FOR Compliant with law, no concern identified. Conditioning India Limited Johnson Controls-Hitachi Air To re-appoint Ms. Indira Parikh as an Independent Director of the 08-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Conditioning India Limited Company Johnson Controls-Hitachi Air To appoint Mr. Gurmeet Singh Sethi as a Managing Director of the 08-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Conditioning India Limited Company. Johnson Controls-Hitachi Air To maintain Register of members at Link Intime India Pvt. Ltd., 08-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Conditioning India Limited Registrars & Share Transfer Agent. Adoption of Financial Statement of the Company including Audited Balance Sheet as at 31st March, 2017, Audited Profit & Loss Account 08-Aug-17 Dollar Industries Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. and the Cash Flow Statement for the year ended on that date, together with the Report of Board of Directors’ and Auditors’ thereon. 08-Aug-17 Dollar Industries Limited AGM Management Declaration of Dividend on Equity Shares FOR FOR Sufficient liquid assets, no concern identified. Approval for the re-appointment of Shri Din Dayal Gupta, Director 08-Aug-17 Dollar Industries Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. retiring by rotation Appointment of M/s. Singhi & Co. Chartered Accountants as the 08-Aug-17 Dollar Industries Limited AGM Management Statutory Auditors of the Company and authorize the Board to fix FOR FOR Compliant with Law, no governance issue identified. their remuneration 08-Aug-17 Dollar Industries Limited AGM Shareholders Appointment of Mr. Rakesh Biyani as an Independent Director FOR FOR Compliant with Law, no governance issue identified. 08-Aug-17 Dollar Industries Limited AGM Shareholders Appointment of Mr. Sunil Mitra as an Independent Director FOR FOR Compliant with Law, no governance issue identified. Sub-division of 1 (one) Equity Share of face value of Rs. 10/- each into Stock-split may lead to enhanced liquidity of shares, no governance issue 08-Aug-17 Dollar Industries Limited AGM Shareholders FOR FOR 5 (five) Equity Shares of Rs. 2/- each identified. Stock-split may lead to enhanced liquidity of shares, no governance issue 08-Aug-17 Dollar Industries Limited AGM Management Alteration of Capital Clause of Memorandum of Association FOR FOR identified. 08-Aug-17 Dollar Industries Limited AGM Management Approval of Remuneration of Cost Auditor FOR FOR Compliant with Law, no governance issue identified. (a) Consider and adopt Audited Standalone Financial Statements for the Financial Year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon 08-Aug-17 Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. (b) Consider and adopt Audited Consolidated Financial Statements for the Financial Year ended March 31, 2017 and the Report of the Auditors thereon Declaration of dividend on Ordinary (equity) Shares for Financial Year 08-Aug-17 Tata Steel Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. 2016-17 Appointment of Director in place of Mr. Koushik Chatterjee, (DIN: 08-Aug-17 Tata Steel Limited AGM Management 00004989) who retires by rotation and being eligible, seeks re- FOR FOR Compliant with Law, no governance issue identified. appointment Appointment of Director in place of Mr. Dinesh Kumar Mehrotra, 08-Aug-17 Tata Steel Limited AGM Management (DIN: 00142711) who retires by rotation and being eligible, seeks re- FOR FOR Compliant with Law, no governance issue identified. appointment Appointment of Price Waterhouse & Co Chartered Accountants LLP, We are not sure of the legal implications. Hence we chose to abstain 08-Aug-17 Tata Steel Limited AGM Management FOR ABSTAIN Chartered Accountants as Statutory Auditors of the Company from voting.

08-Aug-17 Tata Steel Limited AGM Shareholders Appointment of Mr. N. Chandrasekaran, (DIN: 00121863) as a Director FOR FOR Compliant with Law, no governance issue identified. Appointment of Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) as an 08-Aug-17 Tata Steel Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Independent Director Appointment of Mr. Aman Mehta, (DIN: 00009364) as an 08-Aug-17 Tata Steel Limited AGM Shareholders FOR FOR No concerns identified. Independent Director

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 35 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 Appointment of Mr. Deepak Kapoor, (DIN: 00162957) as an We are not sure of the legal implications. Hence we chose to abstain 08-Aug-17 Tata Steel Limited AGM Shareholders FOR ABSTAIN Independent Director from voting. Ratification of the remuneration of Messrs Shome & Banerjee, Cost 08-Aug-17 Tata Steel Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditors of the Company Issue of Non- Convertible Debentures on Private Placement Basis not Although there is issue of transparency, but taking into account size of 08-Aug-17 Tata Steel Limited AGM Management FOR FOR exceeding ₹ 10,000 crore the company, no governance issue is raised. Consider and adopt the Audited Financial Statements of the Company 09-Aug-17 Orient Paper & Industries Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. for the year ended 31st March 2017 Declaration of final dividend of Re. 0.50 (50%) per equity share and Compliant with Law, Company has sufficient liquid assets to pay 09-Aug-17 Orient Paper & Industries Limited AGM Management FOR FOR approval of the interim dividend of Re. 0.50 (50%) per equity share dividend. Reappointment Compliant with law, no major governance concern 09-Aug-17 Orient Paper & Industries Limited AGM Management Re-appointment of Shri C. K. Birla who retires by rotation FOR FOR identified Appointment compliant with law. No Governance concern has been 09-Aug-17 Orient Paper & Industries Limited AGM Management Appointment of Auditors and fixing their remuneration FOR FOR identified. 09-Aug-17 Orient Paper & Industries Limited AGM Management Approve the Remuneration of the Cost Auditors. FOR FOR Ratification of remuneration is in accordance with the provisions of law. Re-Appointment of Shri M. L. Pachisia, Managing Director of The 09-Aug-17 Orient Paper & Industries Limited AGM Management FOR FOR Appointment compliant with law. Company for the Period From 01.04.2017 To 31.03.2018 Adani Ports and Special Economic Adoption of audited financial statements (including consolidated 09-Aug-17 AGM Management FOR FOR Unqualified Financial statements, no major governance issue identified. Zone Limited financial statements) for the financial year ended March 31, 2017 Adani Ports and Special Economic 09-Aug-17 AGM Management Declaration of Dividend on Equity Shares FOR FOR Compliant with law, no concern identified. Zone Limited Adani Ports and Special Economic 09-Aug-17 AGM Management Declaration of Dividend on Preferences Shares FOR FOR Compliant with law, no concern identified. Zone Limited Adani Ports and Special Economic Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director 09-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Zone Limited of the Company who retires by rotation Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Adani Ports and Special Economic Accountants (Firm Registration No. 117366W/W-100018), as 09-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Zone Limited Statutory Auditors of the Company in place retiring auditors M/s. S R B C & CO LLP, Chartered Accountants Adani Ports and Special Economic Re-appointment of Mr. Gautam S. Adani as Managing Director of the 09-Aug-17 AGM Management FOR FOR No concerns identified. Zone Limited Company Adani Ports and Special Economic Appointment of Mr. Karan Adani as a Director liable to retire by 09-Aug-17 AGM Management FOR FOR Compliant with law. No major governance concern identified. Zone Limited rotation Adani Ports and Special Economic Appointment of Mr. Karan Adani as CEO & Whole Time Director of the 09-Aug-17 AGM Management FOR FOR Compliant with law. No major governance concern identified. Zone Limited Company Adani Ports and Special Economic Approval of offer or invitation to subscribe to Securities for an 09-Aug-17 AGM Management FOR FOR No concerns identified. Zone Limited amount not exceeding ₹ 5,000 crores Adani Ports and Special Economic Approval of offer or invitation to subscribe to Non-Convertible 09-Aug-17 AGM Management FOR FOR No concerns identified. Zone Limited Debentures on private placement basis Century Textiles & Industries Consider and adopt Audited Financial Statement, Reports of the 09-Aug-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Board of Directors and Auditors. Century Textiles & Industries 09-Aug-17 AGM Management Declaration of Dividend on Equity Shares FOR FOR No concerns identified. Limited Century Textiles & Industries Reappointment Compliant with law, no major governance concern 09-Aug-17 AGM Management Re-appointment of Smt. Rajashree Birla, who retires by rotation FOR FOR Limited identified Century Textiles & Industries Ratification of appointment of S R B C & Co. LLP., Chartered 09-Aug-17 AGM Management FOR FOR Ratification compliant with law. Limited Accountants as Statutory Auditors and fixing their remuneration.

Century Textiles & Industries Special resolution for approval of offer or invitation to subscribe to 09-Aug-17 AGM Management FOR FOR No concerns identified. Limited Non-Convertible Debentures on private placement. Century Textiles & Industries 09-Aug-17 AGM Management Approval of the Remuneration of the Cost Auditors. FOR FOR Ratification of remuneration is in accordance with the provisions of law. Limited Century Textiles & Industries Special resolution for approval for payment of commission to Non- 09-Aug-17 AGM Management FOR FOR Compliant with law. No major governance concern identified. Limited whole-time Directors Century Textiles & Industries Approval for change in category of some persons from ‘promoter’ to 09-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited ‘public’

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 36 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

Adoption of (a) Financial statements, Reports of the Board of Directors and 09-Aug-17 Triveni Turbine Limited AGM Management Auditors of the Company for the year ended 31st March 2017 and FOR FOR Compliant with Accounting Standards, no audit qualifications. (b) Consolidated Financial statements and report of auditors

Confirmation of interim dividend of Re. 0.45 per equity share paid 09-Aug-17 Triveni Turbine Limited AGM Management during the Financial year 2016-17 & declaration of final dividend for FOR FOR Sufficient liquid assets, no concern identified. the said Financial Year Re-appointment of Mr. Tarun Sawhney, who retires by rotation and 09-Aug-17 Triveni Turbine Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. being eligible seeks re-appointment Appointment of M/s Walker Chandiok & Co LLP Chartered Accountants as Statutory Auditors of the Company from the Appointment compliant with law. No Governance concern has been 09-Aug-17 Triveni Turbine Limited AGM Management conclusion of this Annual General Meeting (“AGM”) until the FOR FOR identified. conclusion of the 27th AGM of the Company and approve their remuneration Ratification of payment of remuneration to the Cost Auditor viz M/s 09-Aug-17 Triveni Turbine Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. J.H.& Associates, Cost Accountant for the Financial year 2017-18. Appointment of Dr. Santosh Pande as an Independent Director of the 09-Aug-17 Triveni Turbine Limited AGM Shareholders Company to hold office for a period of 5 years, with effect from 19 FOR FOR Appointment Complaint with Law. No concern identified. July, 2017. To receive, consider and adopt the financial statement consisting of Balance Sheet as at March 31, 2017, the statement of Profit and Loss, 09-Aug-17 Goodyear India Limited AGM Management FOR FOR No Audit qualifications. Cash Flow Statement for the year ended on March 31, 2017 along with the reports of the Board of Directors and Auditors thereon. 09-Aug-17 Goodyear India Limited AGM Management To declare dividend at Rs. 12.50/- per Equity Share. FOR FOR No concerns identified. To appoint a director in place of Mr. Christopher Raymond Delaney 09-Aug-17 Goodyear India Limited AGM Management [DIN: 07348894], who retires by rotation at this Annual General FOR FOR Compliant with law. No major concern identified. Meeting and being eligible, offers himself for re-appointment. 09-Aug-17 Goodyear India Limited AGM Management To appoint Statutory Auditors and fix their remuneration. FOR FOR Compliant with law, no concern identified. To ratify the remuneration of the Cost Auditors for the Financial Year 09-Aug-17 Goodyear India Limited AGM Management FOR FOR Compliant with law, no concern identified. ending March 31, 2018. To approve appointment of Mr. Leopoldo Estefano Maggiolo 09-Aug-17 Goodyear India Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Gonzalez [DIN: 07318939] as a Director of the Company. To approve appointment of Mr. Leopoldo Estefano Maggiolo Gonzalez [DIN: 07318939] as a Whole-time Director of the Company 09-Aug-17 Goodyear India Limited AGM Management FOR FOR Compliant with law, no concern identified. and approve overall yearly remuneration limit effective February 9, 2017. To approve the revised remuneration and overall yearly remuneration 09-Aug-17 Goodyear India Limited AGM Management limit of Mr. Rajeev Anand [DIN: 02519876], Vice Chairman and FOR FOR Compliant with law, no concern identified. Managing Director of the Company effective May 1, 2017. 09-Aug-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 09-Aug-17 Tata Chemicals Limited AGM Management Declaration of Dividend FOR FOR Compliant with Law, no governance issue identified. 09-Aug-17 Tata Chemicals Limited AGM Management Re-appointment of Mr. S. Padmanabhan who retires by rotation FOR FOR Compliant with Law, no governance issue identified. 09-Aug-17 Tata Chemicals Limited AGM Management Appointment of Statutory Auditors of the Company FOR FOR Compliant with Law, no governance issue identified. 09-Aug-17 Tata Chemicals Limited AGM Management Ratification of Remuneration of Cost Auditors FOR FOR Ratification of remuneration is in accordance with the provisions of law. To receive, consider and adopt the Financial Statements for the year 09-Aug-17 Timken India Limited AGM Management ended / as on 31 March, 2017 and the reports of the Board of FOR FOR Compliant with Accounting Standards, no governance issue identified. Directors and the Auditors. 09-Aug-17 Timken India Limited AGM Management To declare dividend on Equity Share Capital of the Company. FOR FOR Compliant with Law, no governance issue identified. To appoint a Director in place of Mr. Avishrant Keshava (DIN: 09-Aug-17 Timken India Limited AGM Management 07292484), who retires by rotation and, being eligible, offers himself FOR FOR Compliant with Law, no governance issue identified. for reappointment. 09-Aug-17 Timken India Limited AGM Management To appoint Auditors of the Company FOR FOR Compliant with Law, no governance issue identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 37 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 Re-appointment of Mr. Sanjay Koul (DIN: 05159352) as Chairman & 09-Aug-17 Timken India Limited AGM Management FOR FOR No major concerns identified. Managing Director Ratification of remuneration payable to the Cost Auditors for the year 09-Aug-17 Timken India Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 2017-18 09-Aug-17 Apar Industries Limited AGM Management Adoption of Financial Statements. FOR FOR Compliant with Accounting Standards, no audit qualifications. 09-Aug-17 Apar Industries Limited AGM Management Declaration of Dividend on the Equity Shares of the Company FOR FOR Sufficient liquid assets, no concern identified. Re-appointment of Mr. Kushal N. Desai as Director who retires by 09-Aug-17 Apar Industries Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. rotation and being eligible offers himself for re-appointment Appointment compliant with law. No Governance concern has been 09-Aug-17 Apar Industries Limited AGM Management Appointment of Statutory Auditors FOR FOR identified. Appointment of Mr. Rajesh Sehgal as Independent Director of the 09-Aug-17 Apar Industries Limited AGM Shareholders FOR FOR No concerns identified. Company 09-Aug-17 Apar Industries Limited AGM Management Payment of remuneration to Cost Auditors FOR FOR Ratification of remuneration is in accordance with the provisions of law.

09-Aug-17 Apar Industries Limited AGM Management Adoption of new set of Articles of Association of the Company FOR FOR Compliant with Law, no governance issue identified. Adoption of the Financial Statements of the Company for the year 09-Aug-17 Sanghvi Movers Limited AGM Management ended 31st March, 2017 and the reports of the Board of Directors and FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors thereon. 09-Aug-17 Sanghvi Movers Limited AGM Management Declaration of dividend on equity shares. FOR FOR Compliant with law, no concern identified. Re-appointment of Mrs. Mina C. Sanghvi as a Director, who retires by 09-Aug-17 Sanghvi Movers Limited AGM Management FOR FOR No concerns identified. rotation. Re-appointment of Mr. C. P. Sanghvi as a Director, who retires by 09-Aug-17 Sanghvi Movers Limited AGM Management FOR FOR No concerns identified. rotation. Appointment of M/s. B S R & Co, LLP, as Statutory Auditors of the 09-Aug-17 Sanghvi Movers Limited AGM Management FOR FOR Ratification of appointment compliant with law. No concern identified. Company. Revision in Remuneration of Mr. Rishi C. Sanghvi, General Manager- 09-Aug-17 Sanghvi Movers Limited AGM Management FOR FOR Compliant with law, no concern identified. Business Development. To consider and adopt: a. the audited standalone Financial Statements; and 10-Aug-17 Limited AGM Management b. the audited consolidated Financial Statements; FOR FOR Compliant with Accounting Standards, no concern identified. of the Company for the Financial Year ended March 31, 2017

Confirmation of payment of an interim dividend and to declare a final 10-Aug-17 Bharat Forge Limited AGM Management FOR FOR Compliant with law, no concern identified. dividend on Equity Shares for the Financial Year 2016-17 10-Aug-17 Bharat Forge Limited AGM Management Appointment of Mr. G. K. Agarwal as director, who retires by rotation FOR FOR Compliant with Law, no governance issue identified. Appointment of Mr. Kishore M. Saletore as director, who retires by 10-Aug-17 Bharat Forge Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation Re-appointment of Statutory Auditors of the Company to hold the 10-Aug-17 Bharat Forge Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. office for a period of five consecutive years 10-Aug-17 Bharat Forge Limited AGM Management Approve the remuneration of the Cost Auditors FOR FOR Compliant with Law, no governance issue identified. To raise funds upto an amount not exceeding Rs. 300 Crores including 10-Aug-17 Arihant Superstructures Limited PB Management FOR FOR No concerns identified. premium if any; through issue of Securities. To fix the Remuneration of Mr. Nimish Shah (DIN: 03036904), Whole- 10-Aug-17 Arihant Superstructures Limited PB Management FOR FOR Compliant with law, no concern identified. time Executive Director of the Company for the Year 2017-18.

To fix the Remuneration of Mr. Ashok Chhajer (DIN: 01965094), 10-Aug-17 Arihant Superstructures Limited PB Management FOR FOR Compliant with law, no concern identified. Managing Director of the Company for the Financial Year 2017-18. To approve the proposed Material Related Party Transactions for the 10-Aug-17 Arihant Superstructures Limited PB Management FOR FOR Compliant with law, no concern identified. Year 2017-18. Consider and adopt: a. Audited Standalone Financial Statements, Reports of the Board of 10-Aug-17 Aegis Logistics Limited AGM Management FOR FOR Compliant with Accounting Standards, no concern identified. Directors and Auditors thereon

Consider and adopt: 10-Aug-17 Aegis Logistics Limited AGM Management b. Audited Consolidated Financial Statements and Report of Auditors FOR FOR Compliant with Accounting Standards, no concern identified. thereon

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 38 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

Declaration of Final Dividend on Equity Shares @ 35% on the face 10-Aug-17 Aegis Logistics Limited AGM Management value of Re. 1 each i.e. Re. 0.35 per share and confirmation of 2 (Two) FOR FOR Compliant with Law, no governance issue identified. Interim Dividend paid on equity shares for the year 2016-17.

10-Aug-17 Aegis Logistics Limited AGM Management Appointment of Mr. Raj Kishore Singh who retires by rotation FOR FOR No governance concern identified. Appointment compliant with law.

To appoint Statutory Auditors in place of retiring auditors and fix their 10-Aug-17 Aegis Logistics Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. remuneration

Adoption of new set of Articles of Association of the Company 10-Aug-17 Aegis Logistics Limited AGM Management incorporating the provisions of Companies Act, 2013 and the Rules FOR FOR No concerns identified. made thereunder.

10-Aug-17 Aegis Logistics Limited AGM Shareholders Appointment of Mr. Jaideep D. Khimasia as an Independent Director FOR FOR No governance concern identified. Appointment compliant with law. To receive, consider and adopt Audited Financial Statements (including Audited Consolidated Financial Statements) of the 10-Aug-17 Kajaria Ceramics Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Company for the financial year ended March 31,2017 and Reports of the Board of Directors and Auditors thereon. 10-Aug-17 Kajaria Ceramics Limited AGM Management To declare a dividend of Rs. 3/- per equity share FOR FOR Sufficient liquid assets, no concern identified. To re-appoint Mr. Dev Datt Rishi (DIN: 00312882), who retires by 10-Aug-17 Kajaria Ceramics Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. rotation To appoint M/s Walker Chandiok & Co LLP, Chartered Accountants, as Appointment compliant with law. No Governance concern has been 10-Aug-17 Kajaria Ceramics Limited AGM Management FOR FOR the Statutory Auditors of the Company and to fix their remuneration identified.

10-Aug-17 Kajaria Ceramics Limited AGM Management To amend and adopt new Articles of Association of the Company FOR FOR Compliant with Law, no governance issue identified. Sudarshan Chemical Industries Approval of financial statements of the Company for the Year ended 10-Aug-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited 31st March, 2017. Approval for declaration of final dividend for the year ended 31st Sudarshan Chemical Industries 10-Aug-17 AGM Management March, 2017 and confirmation of the Interim Dividend paid during FOR FOR Compliant with law, no concern identified. Limited March, 2017. Sudarshan Chemical Industries 10-Aug-17 AGM Management Appointment of Mr. K. L. Rathi, as Director liable to retire by rotation. FOR FOR Appointment Complaint with Law. No concern identified. Limited Appointment of B S R Associates, LLP as Statutory Auditors of the Sudarshan Chemical Industries 10-Aug-17 AGM Management Company for a period of five years w.e.f. 10th August, 2017 and fixing FOR FOR Appointment Complaint with Law. No concern identified. Limited their remuneration. Sudarshan Chemical Industries Approval for appointment of Mr. A. B. Rathi, Director as Non 10-Aug-17 AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Limited Executive, Non Independent Director liable to retire by rotation.

Approval for payment of remuneration to Parkhi Limaye & Co., Cost Sudarshan Chemical Industries 10-Aug-17 AGM Management Auditors for the FY 2017-18 to conduct Audit of Cost Records of the FOR FOR Compliant with law, no concern identified. Limited Company for "Agro Chemicals" and "Industrial Mixers".

Approval of Scheme of Amalgamation of Godrej Vikhroli Properties India Limited (‘GVPIL’ or ‘the Transferor Company) with Godrej 10-Aug-17 Godrej Properties Limited CCM (Equity Shareholders) Management FOR FOR No concerns identified. Properties Limited (‘GPL’ or ‘the Transferee Company’) and their respective shareholders (‘the Scheme’ or ‘this Scheme’)

11-Aug-17 Infibeam Incorporation Limited EGM Management Sub-Division of Face Value of Equity Shares of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Alteration of the Capital Clause of the Memorandum of Association of 11-Aug-17 Infibeam Incorporation Limited EGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. the Company Approval of Infibeam Stock Appreciation Rights Scheme 2017 for the 11-Aug-17 Infibeam Incorporation Limited EGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. benefit of the employees of the Company. Approval of Infibeam Stock Appreciation Rights Scheme 2017 for the 11-Aug-17 Infibeam Incorporation Limited EGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. benefit of the employees of the Subsidiary Company (ies). Authorization to Infibeam Employees Welfare Trust for secondary 11-Aug-17 Infibeam Incorporation Limited EGM Management acquisition for implementation of Infibeam Stock Appreciation Rights FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Scheme 2017.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 39 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 Approval for provision of Funds by the Company to the Infibeam Employees Welfare Trust for purchase of the shares of the Company 11-Aug-17 Infibeam Incorporation Limited EGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. for the implementation of Infibeam Stock Appreciation Rights Scheme 2017. 11-Aug-17 Infibeam Incorporation Limited EGM Management Change of Office of Registrar and Share Transfer Agent. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Receive, consider and adopt: a) the Audited Financial Statements for the financial year ended March 31, 2017, the Reports of the Board of Directors and Auditors Kalpataru Power Transmission 11-Aug-17 AGM Management thereon. FOR FOR Unqualified Financial Statements, no governance issue identified. Limited b) the Audited Consolidated Financial Statements for the financial year ended March 31, 2017

Kalpataru Power Transmission To declare dividend on equity shares for the financial year ended 11-Aug-17 AGM Management FOR FOR Sufficient liquid assets, no concern identified. Limited March 31, 2017 Kalpataru Power Transmission Re-appointment of Mr. Manish Mohnot who retires by rotation and 11-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited being eligible offers himself for reappointment Kalpataru Power Transmission 11-Aug-17 AGM Management Ratification of appointment of statutory auditors FOR FOR Compliant with Law, no governance issue identified. Limited Kalpataru Power Transmission Appointment of Mr. Mofatraj P. Munot as an Executive Chairman of 11-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited the Company Kalpataru Power Transmission Issue and allot Secured / Unsecured redeemable non-convertible Nominal amount to be raised by way of NCD. No governance issue 11-Aug-17 AGM Management FOR FOR Limited debentures upto ₹ 100 Crores identified Kalpataru Power Transmission 11-Aug-17 AGM Management Ratifying remuneration of cost auditor for the FY 2017-18 FOR FOR Compliant with Law, no governance issue identified. Limited Kalpataru Power Transmission Appointment of Ms. Anjali Seth as an Independent Director of the 11-Aug-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Company Kalpataru Power Transmission 11-Aug-17 AGM Shareholders Appointment of Mr. Subodh Kumar Jain as a Director of the Company FOR FOR Compliant with Law, no governance issue identified. Limited Adoption of audited financial statements (both standalone and 11-Aug-17 Godrej Industries Limited AGM Management consolidated) and Reports thereon for the Financial Year ended FOR FOR Compliant with Accounting Standards. No major concern identified. March 31, 2017. 11-Aug-17 Godrej Industries Limited AGM Management Declaration of dividend. FOR FOR No major concerns identified. Appointment of a Director in place of Mr. A. B. Godrej (DIN: 11-Aug-17 Godrej Industries Limited AGM Management 00065964), who retires by rotation and being eligible, offers himself FOR FOR Appointment Complaint with Law. No concern identified. for re-appointment. Appointment of a Director in place of Ms. T. A. Dubash (DIN: 11-Aug-17 Godrej Industries Limited AGM Management 00026028), who retires by rotation and being eligible, offers herself FOR FOR Appointment Complaint with Law. No concern identified. for re-appointment. Appointment of M/s. BSR & Co. LLP, Chartered Accountants (Firm 11-Aug-17 Godrej Industries Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Regn. No. 101248W/W-100022), as Statutory Auditors. Increase in borrowing limits of the Company upto a limit of ₹ 2,000 11-Aug-17 Godrej Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. crore. Remuneration of M/s. R. Nanabhoy & Co., as Cost Auditors of the 11-Aug-17 Godrej Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. Company. Adoption of Audited Balance Sheet as at 31st March, 2017 and 11-Aug-17 Deccan Cements Limited AGM Management Statements of Profit & Loss for the Year ended on that date together FOR FOR Unqualified Financial Statements, no governance issue identified. with the Reports of the Director’s and Auditor’s thereon. 11-Aug-17 Deccan Cements Limited AGM Management Declaration of dividend on equity shares FOR FOR Sufficient liquid assets, no concern identified. Appointment of a Director in place of Mr. R Gopalakrishnan (DIN: 11-Aug-17 Deccan Cements Limited AGM Management 00296413) who retires by rotation and being eligible offers himself for FOR FOR Compliant with Law, no governance issue identified. re-appointment Appointment of M/s. Anandam & Co., Chartered Accountants, 11-Aug-17 Deccan Cements Limited AGM Management Secunderabad, as the Statutory Auditors of the Company in place of FOR FOR Compliant with Law, no governance issue identified. retiring Auditors M/s. M Bhaskara Rao & Co. Ratification of Cost Auditor’s remuneration for the Financial Year 11-Aug-17 Deccan Cements Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 2017-18. Sub-division of Equity shares of the Company of face value of ₹ 10/- 11-Aug-17 Deccan Cements Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. each into 2 equity shares of ₹ 5/- each.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 40 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

11-Aug-17 Deccan Cements Limited AGM Management Amendment of Memorandum of Association of the Company FOR FOR Compliant with Law, no governance issue identified.

11-Aug-17 Deccan Cements Limited AGM Management Payment of commission to Non-Executive Directors of the Company FOR FOR Compliant with Law, no governance issue identified. Reappointment of Mr. M B Raju (DIN: 00016652) as Executive 11-Aug-17 Deccan Cements Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Chairman for a period of five years Reappointment of Ms. P Parvathi (DIN: 00016597) as Managing 11-Aug-17 Deccan Cements Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director for a period of five years. To receive, consider and adopt: a) the Audited Financial Statement of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and Auditors thereon; and 11-Aug-17 Blue Star Limited AGM Management FOR FOR No audit qualifications. b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon.

To declare dividend on equity shares of the Company for the year 11-Aug-17 Blue Star Limited AGM Management FOR FOR No concern is identified. Compliant with Law, comfortable cash position. ended March 31, 2017. To appoint a Director in place of Mr Vir S Advani (DIN: 01571278), 11-Aug-17 Blue Star Limited AGM Management who retires by rotation, and being eligible, offers himself for FOR FOR Compliant with law, no concern identified. reappointment. Ratification of appointment of M/s S R B C & Co LLP, Chartered 11-Aug-17 Blue Star Limited AGM Management FOR FOR Compliant with law, no concern identified. Accountants, as Statutory Auditors and fixing their Remuneration. Ratification of remuneration of M/s Narasimha Murthy & Co, 11-Aug-17 Blue Star Limited AGM Management Hyderabad, Cost Accountants for financial year ending March 31, FOR FOR Compliant with law, no concern identified. 2017. Appointment of Mr Rajiv R. Lulla as Non-Executive Director of the 11-Aug-17 Blue Star Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Company. Appointment of Mr Dinesh N. Vaswani as Non-Executive Director of 11-Aug-17 Blue Star Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. the Company. Appointment of Mr. Sam Balsara as an Independent Director of the 11-Aug-17 Blue Star Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Company. Modification in Managerial Remuneration payable to Mr. Vir S. 11-Aug-17 Blue Star Limited AGM Management Advani, Managing Director and Mr. B. Thiagarajan, Joint Managing FOR FOR No concerns identified. Director 12-Aug-17 Wim Plast Ltd AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no concern identified. 12-Aug-17 Wim Plast Ltd AGM Management To declare Final Dividend on Equity Shares FOR FOR Compliant with law, no concern identified. To appoint Director in place of Mr. Ghisulal D. Rathod, who retires by 12-Aug-17 Wim Plast Ltd AGM Management FOR FOR Reappointment Compliant with law. No concern identified. rotation To appoint Director in place of Mr. Fatechand M. Shah, who retires by 12-Aug-17 Wim Plast Ltd AGM Management FOR FOR Reappointment Compliant with law. No concern identified. rotation 12-Aug-17 Wim Plast Ltd AGM Management To re- appoint Statutory Auditors FOR AGAINST Appointment of Auditors is not in compliant with law To authorize the Board of Directors to fix the remuneration of the 12-Aug-17 Wim Plast Ltd AGM Management FOR FOR No concerns identified. Cost Auditor Determination of the fees for delivery of any document through a 12-Aug-17 Wim Plast Ltd AGM Management FOR FOR No concerns identified. particular mode of delivery to a Member To receive consider and adopt: a. The audited financial statements of the Company for the financial year ended 31st March, 2017, the Report of Board of Directors and the Report of the Auditors thereon; 12-Aug-17 Avanti Feeds Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. b. The audited Consolidated Financial Statements of the Company for Financial Year ended 31st March, 2017 and the Report of the Auditors thereon

To declare dividend of Rs.9/- per equity share of Rs.2/- each fully paid- 12-Aug-17 Avanti Feeds Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. up for the year 2016-17. To appoint a Director in place of Sri N. Ram Prasad (DIN: 00145558), Appointment compliant with law. No Governance concern has been 12-Aug-17 Avanti Feeds Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR identified. appointment.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 41 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 To appoint a Director in place of Mr. Wai Yat Paco Lee, (DIN: Appointment compliant with law. No Governance concern has been 12-Aug-17 Avanti Feeds Limited AGM Management 02931372), who retires by rotation and, being eligible, offers himself FOR FOR identified. for re-appointment Appointment of M/s. Tukaram & Company, Chartered Accountants, Hyderabad as Auditors for a period of 5 years from the conclusion of 24th Annual General Meeting to the conclusion of 29th Annual 12-Aug-17 Avanti Feeds Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. General Meeting of the Company on a remuneration to be fixed by the Board of Directors on the recommendations of the Audit Committee. Appointment of Mr. C. Ramachandra Rao as Joint Managing Director, 12-Aug-17 Avanti Feeds Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. Company Secretary and CFO for a further period of 5 years To consider and adopt the audited financial statements for the year 14-Aug-17 Akzo Nobel India Limited AGM Management ended 31 March 2017 and the reports of the Directors and Auditors FOR FOR Unqualified Accounts. No governance concern identified thereon. To declare a Dividend on equity shares for the year ended 31 March 14-Aug-17 Akzo Nobel India Limited AGM Management FOR FOR Compliant with law, no concern identified. 2017. 14-Aug-17 Akzo Nobel India Limited AGM Management To appoint a Director in place of Mr. Amit Jain who retires by rotation. FOR FOR Compliant with law, no concern identified. To appoint Auditors for the year 2017-18 and to fix their 14-Aug-17 Akzo Nobel India Limited AGM Management FOR AGAINST Non-compliant with Law. remuneration. To note the retirement of Mr. Nihal Kaviratne CBE by rotation, who Not filling the vacancy will make the Board non-compliant with retire by 14-Aug-17 Akzo Nobel India Limited AGM Management does not seek re-appointment and to resolve that the vacancy so FOR AGAINST rotation clause. created shall not be filled up. 14-Aug-17 Akzo Nobel India Limited AGM Management To ratify payment of remuneration to Cost Auditors FOR FOR Compliant with law, no concern identified. 14-Aug-17 AIA Engineering Limited AGM Management Adoption of Financial Statements for the year ended 31st March 2017 FOR FOR Unqualified accounts. Compliant with the Law Confirmation of declaration of Interim Dividend for the Financial Year 14-Aug-17 AIA Engineering Limited AGM Management FOR FOR No governance concern. Company has comfortable liquidity position. 2016-17. 14-Aug-17 AIA Engineering Limited AGM Management Declaration of Final Dividend for the Financial Year 2016-17. FOR FOR No governance concern. Company has comfortable liquidity position. Re-appointment of Mrs. Khushali S. Solanki, a Director retires by Appointment compliant with law. No Governance concern has been 14-Aug-17 AIA Engineering Limited AGM Management FOR FOR rotation. identified. 14-Aug-17 AIA Engineering Limited AGM Management Appointment of Statutory Auditors. FOR FOR No concerns identified. Re-appointment of Mr. Yashwant M. Patel as a Whole-Time Director 14-Aug-17 AIA Engineering Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. for a period of Five Years. Resolution due to abundant caution and as a proactive measure. No 14-Aug-17 AIA Engineering Limited AGM Management Approval of related party transactions FOR FOR governance concerns. 14-Aug-17 AIA Engineering Limited AGM Management Ratification of Remuneration to Cost Auditors. FOR FOR Compliant with Law, no governance issue identified. 14-Aug-17 AIA Engineering Limited AGM Management Adoption of New set of Articles of Association. FOR FOR Compliant with law, no concern identified. To maintain Register of members at Link Intime India Pvt. Ltd., 14-Aug-17 AIA Engineering Limited AGM Management FOR FOR No concerns identified. Registrars & Share Transfer Agent. To consider and adopt a) the audited financial statement of the Company for the financial year ended 31st March 2017, the Reports of the Board of Directors’ Poddar Housing and Development 17-Aug-17 AGM Management and Auditors’ thereon. FOR FOR Compliant with Accounting Standards, no concern identified. Ltd b) the audited consolidated financial statement of the Company for the financial year ended 31st March 2017.

Poddar Housing and Development To declare dividend on Equity Shares for the year ended 31st March, 17-Aug-17 AGM Management FOR FOR Compliant with law, no concern identified. Ltd 2017. To appoint a Director in place of Mr. Rohitashwa Poddar (DIN Poddar Housing and Development 17-Aug-17 AGM Management 00001262), who retires by rotation and being eligible, offers FOR FOR No governance concern identified. Ltd himself, for re-appointment Appointment of M/s Bansal Bansal & Company, Chartered as Poddar Housing and Development Statutory Auditors of the Company to hold office for a period of five 17-Aug-17 AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Ltd years, subject to ratification of their appointment by Members at every Annual General Meeting

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 42 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

To pass a Special resolution for approval of appointment of Shri Dipak Poddar Housing and Development Kumar Poddar as Whole Time Director designated as 17-Aug-17 AGM Management FOR FOR No governance concern identified. Ltd Executive Chairman of the Company for a further period of 3 years with effect from 31st March 2017. Poddar Housing and Development To ratify remuneration to M/s N. P. S & Associates, as Cost 17-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Ltd Accountants of the Company for F.Y. 2017-18. Poddar Housing and Development Approve appointment of Mrs. Prakriti Poddar as Chief Operating 17-Aug-17 AGM Management FOR FOR No governance concern identified. Ltd officer of the Company. Poddar Housing and Development 17-Aug-17 AGM Management To pass a Special resolution for enable conversion of loan into equity. FOR FOR No major governance issue identified. Ltd Adoption of the Audited Financial Statements & other documents for 18-Aug-17 Limited AGM Management FOR FOR Unqualified accounts. No concern identified the financial year ended March 31, 2017 Confirmation of the payment of interim dividend and special dividend 18-Aug-17 Hindustan Zinc Limited AGM Management FOR FOR Compliant with law, enabling Resolution made during the financial year 2016-17 To re-appoint Mr. Navin Agarwal as Director, liable to retire by 18-Aug-17 Hindustan Zinc Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation. To ratify the appointment of M/s. S.R. Batliboi & Co. LLP as Statutory 18-Aug-17 Hindustan Zinc Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditors

18-Aug-17 Hindustan Zinc Limited AGM Management To ratify the remuneration of the Cost Auditor for the F.Y. 2017 -18. FOR FOR Compliant with Law, no governance issue identified. To approve payment of remuneration in the form of commission to 18-Aug-17 Hindustan Zinc Limited AGM Management Non- FOR FOR Fair remuneration in past, no major governance concern observed Executive Directors 18-Aug-17 Manappuram Finance Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 18-Aug-17 Manappuram Finance Limited AGM Management To confirm the interim dividends FOR FOR Compliant with law, no concern identified. To appoint a director in place of Mr. E.A. Kshirsagar, who retires by 18-Aug-17 Manappuram Finance Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation 18-Aug-17 Manappuram Finance Limited AGM Management To appoint Statutory Auditors. FOR FOR Appointment Complaint with Law. No concern identified. To reappoint Mr. V.P. Nandakumar as Managing Director and CEO of 18-Aug-17 Manappuram Finance Limited AGM Management FOR FOR Appointment compliant with the Law. No major governance concerns. the Company. 18-Aug-17 Manappuram Finance Limited AGM Management Issue of Non-Convertible Debentures FOR FOR Compliant with Law, no governance issue identified. To receive, consider and adopt the audited Financial Statements of 18-Aug-17 Tata Global Beverages Limited AGM Management the Company for the year ended March 31, 2017, together with the FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. reports of the Board of Directors and Auditors thereon.

To receive, consider and adopt the Audited Consolidated Financial 18-Aug-17 Tata Global Beverages Limited AGM Management Statements of the Company for the year ended March 31, 2017, FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. together with the report of the Auditors thereon.

18-Aug-17 Tata Global Beverages Limited AGM Management To declare a dividend. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

18-Aug-17 Tata Global Beverages Limited AGM Management Re-appointment of Mr. Harish Bhat as Director. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

18-Aug-17 Tata Global Beverages Limited AGM Management Re-appointment Mr. S. Santhanakrishnan as Director. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

18-Aug-17 Tata Global Beverages Limited AGM Management Appointment of Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

18-Aug-17 Tata Global Beverages Limited AGM Shareholders Appointment of Mr. N. Chandrasekaran as a Director of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of Mr. Siraj Azmat Chaudhry as a Director and as 18-Aug-17 Tata Global Beverages Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director of the Company 18-Aug-17 Tata Global Beverages Limited AGM Management Remuneration of Cost Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Revision in terms of remuneration of Mr. Ajoy Misra, Managing 18-Aug-17 Tata Global Beverages Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director of the Company. Revision in terms of remuneration of Mr. L Krishnakumar, Executive 18-Aug-17 Tata Global Beverages Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director of the Company. 18-Aug-17 Tata Global Beverages Limited AGM Management Issue of Non-Convertible Debentures on private placement basis FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 43 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

To receive, consider and Adopt the Financial Statements of the Company for The Financial Year Ended 31st March, 2017 Including the 18-Aug-17 Jay Bharat Maruti Limited AGM Management audited Balance sheet as at 31st March, 2017 the statement of profit FOR FOR Compliant with Accounting Standards, no audit qualifications. and loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon Compliant with Law, Company has sufficient liquid assets to pay 18-Aug-17 Jay Bharat Maruti Limited AGM Management To Declare Dividend on Equity Shares FOR FOR dividend. To Appoint director in place of Ms. Esha (Din 00004836), Who Retires 18-Aug-17 Jay Bharat Maruti Limited AGM Management FOR FOR No major concerns identified. by Rotation and being eligible, offers herself for re-appointment Appointment compliant with law. No Governance concern has been 18-Aug-17 Jay Bharat Maruti Limited AGM Management To Appoint Auditors and Fix Their Remuneration FOR FOR identified.

To receive, consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended March 31, 2017 and the reports of the Board of Directors and Auditors thereon and comments of the Comptroller and Auditor- General of India in Mangalore Refinery and terms of Section 143(6) of the Companies Act, 2013; and (b) the 19-Aug-17 AGM Management FOR FOR No major concerns identified. Petrochemicals Limited audited consolidated financial statements of the Company for the financial year ended March 31, 2017, the report of Auditors thereon and comments of the Comptroller and Auditor-General of India in terms of Section 143(6) of the Companies Act, 2013 and in this regard, pass the following resolutions as Ordinary Resolutions:

To appoint a Director in place of Shri (DIN:07632981) who retires by Mangalore Refinery and rotation and being eligible offers himself for re-appointment as a 19-Aug-17 AGM Management FOR FOR No major concerns identified. Petrochemicals Limited Director and in this regard, pass the following resolution as an Ordinary Resolution: Mangalore Refinery and To declare dividend for the financial year ended March 31, 2017 and 19-Aug-17 AGM Management FOR FOR Sufficient liquid assets, no concern identified. Petrochemicals Limited in this regard, pass the following resolution as an Ordinary Resolution

To authorize Board of Directors of the Company to fix the remuneration of the Joint Statutory Auditors of the Company for the Mangalore Refinery and 19-Aug-17 AGM Management financial Year 2017-18, in terms of the provisions of Section 139(5) FOR FOR No major concerns identified. Petrochemicals Limited read with Section 142 of the Companies Act, 2013 and to pass the following resolution as an Ordinary Resolution: To appoint Ms. Manjula C. (DIN:07733175), as Independent Director Mangalore Refinery and of the Company and in this regard to consider and if thought fit, to 19-Aug-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Petrochemicals Limited pass with or without modification(s), the following resolution as an Ordinary Resolution To ratify the remuneration of the Cost Auditors for the Financial Year Mangalore Refinery and 2017-18 and in this regard, to consider and if thought fit, to pass with 19-Aug-17 AGM Management FOR FOR No major concerns identified. Petrochemicals Limited or without modification(s), the following resolutions as Ordinary Resolutions Mangalore Refinery and To raise funds upto ͅ 3,000 crores through issue of Non-Convertible Compliant with law. No dilution of holding to equity shareholders. No 19-Aug-17 AGM Management FOR FOR Petrochemicals Limited Debentures (NCDs)/ Bonds. governance issue identified To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial 19-Aug-17 FDC Limited AGM Management FOR FOR No audit qualifications. year ended March 31, 2017 together with the Reports of the Board of Directors and Auditors thereon. To declare a final dividend for the financial year ended March 31, 19-Aug-17 FDC Limited AGM Management FOR FOR Compliant with law, no concern identified. 2017. Re-appointment of Mr. Ameya A. Chandavarkar, Whole-time Director 19-Aug-17 FDC Limited AGM Management (DIN: 00043238) who retires by rotation and being eligible, seeks re- FOR FOR Compliant with law, no concern identified. appointment. Appointment of B S R & Co. LLP, Chartered Accountants, as the 19-Aug-17 FDC Limited AGM Management FOR FOR Compliant with law, no concern identified. Statutory Auditors of the Company and to fix their remuneration.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 44 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 Payment of commission to the Non-Executive Directors of the 19-Aug-17 FDC Limited AGM Management Company for a period of 5 years commencing from April 01, 2017 to FOR FOR Compliant with law, no concern identified. March 31, 2022. Ratification of Remuneration payable to M/s. Sevekari Khare & 19-Aug-17 FDC Limited AGM Management FOR FOR Compliant with law, no concern identified. Associates, Cost Auditors for the financial year ending March 31, 2018. Authorising the Company to charge for service of documents to 19-Aug-17 FDC Limited AGM Management FOR FOR Compliant with law, no concern identified. members of the Company 21-Aug-17 Indo Count Industries Limited AGM Management Adoption of Audited Standalone Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Adoption of Audited Consolidated Financial Statements of the 21-Aug-17 Indo Count Industries Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company 21-Aug-17 Indo Count Industries Limited AGM Management To confirm the payment of Interim Dividend FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

21-Aug-17 Indo Count Industries Limited AGM Management To declare a Final Dividend FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To appoint a Director in place of Mr. Kailash R Lalpuria, who retires by 21-Aug-17 Indo Count Industries Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation 21-Aug-17 Indo Count Industries Limited AGM Management To appoint Statutory Auditors of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

21-Aug-17 Indo Count Industries Limited AGM Management To determine charges for service of documents FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

21-Aug-17 Limited AGM Management Adoption of Financial Statements for the year ended March 31, 2017. FOR FOR Compliant with Accounting Standards, no audit qualifications.

21-Aug-17 Motherson Sumi Systems Limited AGM Management Declaration of dividend on equity shares. FOR FOR Compliant with law, no concern identified. Re-appointment of Mr. Pankaj Mital, who retires by rotation, being 21-Aug-17 Motherson Sumi Systems Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. eligible, seek re-appointment. 21-Aug-17 Motherson Sumi Systems Limited AGM Management Appointment of Auditor and fixing their remuneration. FOR FOR Appointment Complaint with Law. No concern identified. Re-appointment of Mr. Pankaj Mital as Whole-time Director of the 21-Aug-17 Motherson Sumi Systems Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Company. Ratification of the remuneration of the Cost Auditor for the Financial 21-Aug-17 Motherson Sumi Systems Limited AGM Management FOR FOR Compliant with law, no concern identified. Year 2017-18. Multi Commodity Exchange of Adoption of Standalone and Consolidated Financial Statement for the 22-Aug-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. India Limited year ended 31st March, 2017. Multi Commodity Exchange of 22-Aug-17 AGM Management Declaration of Dividend for the Financial Year ended 31st March, 2017. FOR FOR Compliant with law, no concern identified. India Limited To appoint a Director in place of Mr. Amit Goela (DIN: 01754804), Multi Commodity Exchange of 22-Aug-17 AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Appointment Complaint with Law. No concern identified. India Limited appointment. To appoint a Director in place of Ms. Padma Raghunathan (DIN: Multi Commodity Exchange of 22-Aug-17 AGM Management 07248423), who retires by rotation and being eligible, offers herself FOR FOR Appointment Complaint with Law. No concern identified. India Limited for re-appointment. Ratification of appointment of M/s. Shah Gupta & Co., Chartered Accountants (Firm Registration No. 109574W with the Institute of Multi Commodity Exchange of Chartered Accountants of India) as the Statutory Auditors for 22-Aug-17 AGM Management FOR FOR Ratification of appointment compliant with law. No concern identified. India Limited Financial Year 2017-18 to hold office from the conclusion of the 15th Annual General Meeting till the conclusion of 16th Annual General Meeting. Scheme of Amalgamation of Spectrum Infotech Private Limited with 22-Aug-17 Larsen & Toubro Limited CCM (Equity Shareholders) Management FOR FOR No concerns identified. Larsen & Toubro Limited To receive, consider and adopt (a) the Audited Financial Statement of the Company for the Financial Year ended March 31, 2017 together with the Board’s Report and the 22-Aug-17 Limited AGM Management Auditors’ Report thereon; and FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. (b) the Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2017 together with the Auditors’ Report thereon.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 45 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 To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who 22-Aug-17 Tata Motors Limited AGM Management retires by rotation and being eligible, offers himself for re- FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. appointment. Appointment of B S R & Co. LLP, Chartered Accountants as Statutory 22-Aug-17 Tata Motors Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Auditors of the Company. Appointment of Mr Natarajan Chandrasekaran (DIN: 00121863) as a 22-Aug-17 Tata Motors Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director. Appointment of Mr Om Prakash Bhatt (DIN: 00548091) as an 22-Aug-17 Tata Motors Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director. Re-appointment of Mr Satish Borwankar (DIN: 01793948) as 22-Aug-17 Tata Motors Limited AGM Management Executive Director and Chief Operating Officer and payment of FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. remuneration. 22-Aug-17 Tata Motors Limited AGM Management Payment of Remuneration to the Cost Auditor. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Offer or invite for Subscription of Non-Convertible Debentures on 22-Aug-17 Tata Motors Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. private placement basis. Adoption of audited financial statements for the year ended March 31, 2017 and the Reports of the Board of Directors and Auditors 22-Aug-17 Larsen & Toubro Limited AGM Management thereon and the audited consolidated financial statements of the FOR FOR Unqualified Financial Statements, no governance issue identified. Company and the reports of the auditors thereon for the year ended March 31, 2017 22-Aug-17 Larsen & Toubro Limited AGM Management Dividend on equity shares for the financial year 2016-17. FOR FOR Sufficient liquid assets, no concern identified. Re-appoint Mr. Sushobhan Sarker (DIN: 00088276) as a Director liable 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. to retire by rotation. Appoint Mr. Shailendra Roy (DIN: 02144836) as a Director liable to 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. retire by rotation. Appoint Mr. R. Shankar Raman (DIN: 00019798) as a Director liable to 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. retire by rotation. Re-appoint Mr. Subodh Bhargava (DIN: 00035672) as an Independent 22-Aug-17 Larsen & Toubro Limited AGM Shareholders FOR FOR No concerns identified. Director Appoint Mr. S.N. Subrahmanyan (DIN: 02255382) as the Chief 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR No concerns identified. Executive Officer and Managing Director of the Company. Appoint Mr. Jayant Damodar Patil (DIN: 01252184) as a Director liable 22-Aug-17 Larsen & Toubro Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. to retire by rotation Appoint Mr. Arvind Gupta (DIN: 00090360) as a Director liable to 22-Aug-17 Larsen & Toubro Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. retire by rotation. Appoint Mr. Jayant Damodar Patil (DIN: 01252184) as a Whole-time 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director of the Company. Raise funds through issue of convertible bonds and/or equity shares through depository receipts and including by way of Qualified 22-Aug-17 Larsen & Toubro Limited AGM Management Institution Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) FOR FOR No concerns identified. for an amount not exceeding ₹ 4,000 Crore or US $ 600 million, whichever is higher. Issue listed/unlisted secured/unsecured redeemable non-convertible 22-Aug-17 Larsen & Toubro Limited AGM Management debentures, in one or more series/tranches/ currencies, aggregating FOR FOR Compliant with law, no concern identified. up to ₹ 6,000 crore Ratification of appointment of M/s. Deloitte Haskins & Sells LLP as 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Statutory Auditors of the Company. Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost 22-Aug-17 Larsen & Toubro Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Accountants (Regn. No. 00010) for the financial year 2017-18.

To receive, consider and adopt the Audited Financial Statements of 23-Aug-17 City Union Bank Limited AGM Management the Bank for the Financial Year ended 31st March, 2017 and the FOR FOR Unqualified accounts. Compliant with the Law Reports of the Directors and Auditors thereon No governance concern. The Bank has sufficient cash and cash 23-Aug-17 City Union Bank Limited AGM Management To declare Dividend for the Financial Year 2016-17. FOR FOR equivalents To appoint a Director in the place of Justice (Retd.) S.R. Singharavelu, Appointment compliant with law. No Governance concern has been 23-Aug-17 City Union Bank Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR identified. appointment.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 46 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

Appointment of M/s Sundaram & Srinivasan, Chartered Accountants, 23-Aug-17 City Union Bank Limited AGM Management FOR FOR Appointment is approved by RBI. No governance concerns Chennai as Statutory Central Auditors of the Bank for FY 2017-18. 23-Aug-17 City Union Bank Limited AGM Management Appointment is approved by RBI. No governance concerns FOR FOR No governance concern identified. Re-appointment of Dr. N. Kamakodi (DIN 02039618) as Managing 23-Aug-17 City Union Bank Limited AGM Management FOR FOR Appointment compliant with the Law. No major governance concerns. Director & CEO of the Bank Appointment of Shri. Subramaniam Narayanan as Independent We are not sure of the legal implications. Hence we chose to abstain 23-Aug-17 City Union Bank Limited AGM Shareholders FOR ABSTAIN Director for period of 5 years from 23rd August 2017 from voting. Appointment of Shri. R. Mohan as Independent Director from 23rd 23-Aug-17 City Union Bank Limited AGM Management FOR FOR No major concerns identified. August 2017 to 27th June 2022 Profit Related Commission to Non-Executive Directors of the Bank for No major governance concern. Amount of commission has been capped 23-Aug-17 City Union Bank Limited AGM Management FOR FOR FY 2016-17 by RBI. 23-Aug-17 City Union Bank Limited AGM Management Approval for raising capital through QIP Issue FOR FOR No major concerns identified. Approval for grant of stock options to employees of the bank under 23-Aug-17 City Union Bank Limited AGM Management FOR FOR No major concerns identified. CUB ESOS Scheme 2017 23-Aug-17 KPIT Technologies Limited AGM Management Adoption of Audited Standalone Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

23-Aug-17 KPIT Technologies Limited AGM Management Adoption of Audited Consolidated Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

23-Aug-17 KPIT Technologies Limited AGM Management To declare dividend FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To appoint a Director in place of Mr. S. B (Ravi) Pandit, who retires by 23-Aug-17 KPIT Technologies Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation 23-Aug-17 KPIT Technologies Limited AGM Management To ratify the appointment of Statutory Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

23-Aug-17 KPIT Technologies Limited AGM Shareholders To re-appointment Ms. Lila Poonwalla as an Independent Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

23-Aug-17 KPIT Technologies Limited AGM Shareholders To re-appointment Dr. R A Mashelkar as an Independent Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

23-Aug-17 KPIT Technologies Limited AGM Shareholders To re-appointment Mr. Adi Engineer as an Independent Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To re-appointment Prof. Alberto Sangiovanni Vincentelli as 23-Aug-17 KPIT Technologies Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director. a. The audited standalone financial statements of the Company for the financial year ended 31st March, 2017, the Reports of the Board of Directors and Auditors thereon 23-Aug-17 TVS Srichakra Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. b. The audited consolidated financial statements of the Company for the financial year ended 31st March, 2017 and Report of the Auditors thereon. 23-Aug-17 TVS Srichakra Limited AGM Management To declare dividend on equity shares FOR FOR Sufficient liquid assets, no concern identified. To appoint a Director in place of Mr. P Vijayaraghavan (holding DIN: Appointment compliant with law. No Governance concern has been 23-Aug-17 TVS Srichakra Limited AGM Management 00633205),who retires by rotation and, being eligible, FOR FOR identified. offers himself for re-appointment.

To appoint M/s. PKF Sridhar & Santhanam, (ICAI Registration No. 003990S / S200018) Chartered Accountants, Chennai, Appointment compliant with law. No Governance concern has been 23-Aug-17 TVS Srichakra Limited AGM Management FOR FOR to hold office as Statutory Auditors of the Company and to authorize identified. the Board of Directors of the Company to fix their remuneration.

Ratification of remuneration payable to Dr. I Ashok, Cost Auditor for 23-Aug-17 TVS Srichakra Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. the financial year 2017-18 appointment of Mr R Naresh (holding DIN 00273609) as Managing 23-Aug-17 TVS Srichakra Limited AGM Management FOR FOR No major concerns identified. Director IRB Infrastructure Developers 23-Aug-17 AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited IRB Infrastructure Developers 23-Aug-17 AGM Management To approve two interim dividends FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited IRB Infrastructure Developers 23-Aug-17 AGM Management Re-appointment of Mr. Sudhir Rao Hoshing who retires by rotation FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 47 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 IRB Infrastructure Developers 23-Aug-17 AGM Management Ratification of appointment of Auditors and fixing their remuneration FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited IRB Infrastructure Developers 23-Aug-17 AGM Management Appointment of Auditors and fixing their remuneration FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited IRB Infrastructure Developers 23-Aug-17 AGM Management Appointment of Mr. Mukeshlal Gupta as a Joint Managing Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited IRB Infrastructure Developers Governance Concern: Position of Chairman and Managing Director 23-Aug-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited held by same person, no absolute cap on variable pay IRB Infrastructure Developers Approval for enabling resolution for conversion of loan into equity 23-Aug-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited shares in the event of default IRB Infrastructure Developers 23-Aug-17 AGM Management Ratification of remuneration payable to Cost Auditors of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited To receive, consider, approve and adopt the audited Statement of Profit and Loss for the financial year ended March 31, 2017 and the 23-Aug-17 Bayer Cropscience Limited AGM Management FOR FOR No audit qualifications. Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon. To declare dividend on Equity Shares for the financial year ended 23-Aug-17 Bayer Cropscience Limited AGM Management FOR FOR No concerns identified. March 31, 2017. To appoint a Director in place of Mr. Peter Mueller (DIN: 03582162), 23-Aug-17 Bayer Cropscience Limited AGM Management who retires by rotation and being eligible offers himself for FOR FOR Compliant with law, no concern identified. reappointment. 23-Aug-17 Bayer Cropscience Limited AGM Management Appointment of Statutory Auditors and fixing their remuneration. FOR FOR Compliant with law, no concern identified. Appointment of Dr. (Ms.) Miriam Colling-Hendelkens (DIN: 07839649) 23-Aug-17 Bayer Cropscience Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. as a Director of the Company. 23-Aug-17 Bayer Cropscience Limited AGM Management Ratification of remuneration payable to Cost Auditor. FOR FOR Compliant with law, no concern identified. 23-Aug-17 Bayer Cropscience Limited AGM Management Approval of transaction with Bayer AG. FOR FOR No concerns identified. 23-Aug-17 Bayer Cropscience Limited AGM Management Approval of transaction with Bayer Vapi Private Limited. FOR FOR No concerns identified. To receive, consider and adopt the audited financial statements of Chennai Petroleum Corporation 24-Aug-17 AGM Management the Company for the financial year ended March 31, 2017 and the FOR ABSTAIN Arbitrage fund so we abstain from voting Limited reports of the Board of Directors and Auditors thereon. Chennai Petroleum Corporation 24-Aug-17 AGM Management Declaration of Dividend on Preference Shares FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Chennai Petroleum Corporation 24-Aug-17 AGM Management Declaration of Dividend on Equity Shares FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Chennai Petroleum Corporation 24-Aug-17 AGM Management Re-appointment of Mr. S. Krishna Prasad, who retires by rotation FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Chennai Petroleum Corporation 24-Aug-17 AGM Management Re-appointment of Mr. Sanjiv Singh, who retires by rotation. FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Chennai Petroleum Corporation Appointment of Mr. Mrutunjay Sahoo as an Independent Directors of 24-Aug-17 AGM Shareholders FOR ABSTAIN Arbitrage fund so we abstain from voting Limited the Company Chennai Petroleum Corporation Appointment of Mr. P. B. Lohiya as an Independent Directors of the 24-Aug-17 AGM Shareholders FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Company Chennai Petroleum Corporation 24-Aug-17 AGM Shareholders Appointment of Mr. S. M. Vaidya as a Director of the Company. FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Chennai Petroleum Corporation 24-Aug-17 AGM Management Ratification of remuneration of Cost Auditor for the year 2016-17. FOR ABSTAIN Arbitrage fund so we abstain from voting Limited Adoption of Audited Standalone Financial Statements for the 24-Aug-17 Navkar Corporation Limited AGM Management Financial Year ended March 31, 2017 and the Reports of the Board of FOR FOR Unqualified Financial Statements, no governance issue identified. Directors and Auditors thereon. Adoption of Audited Consolidated Financial Statements for the 24-Aug-17 Navkar Corporation Limited AGM Management Financial Year ended March 31, 2017 and the Report of the Auditors FOR FOR Unqualified Financial Statements, no governance issue identified. thereon. 24-Aug-17 Navkar Corporation Limited AGM Management Re-appointment of Capt. Dinesh Gautama who retires by rotation. FOR FOR Compliant with Law, no governance issue identified.

24-Aug-17 Navkar Corporation Limited AGM Management Ratification of appointment of Auditors and fixing their remuneration FOR FOR Compliant with Law, no governance issue identified. 24-Aug-17 Navkar Corporation Limited AGM Shareholders Appointment of Mr. Ashok Thakur as an Independent Director FOR FOR Compliant with Law, no governance issue identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 48 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 Re-appointment of Mr. Shantilal Mehta as Chairman and Managing 24-Aug-17 Navkar Corporation Limited AGM Management FOR FOR No concerns identified. Director 24-Aug-17 Navkar Corporation Limited AGM Management Approval of Further Issue of securities. FOR FOR No concerns identified. 24-Aug-17 Navkar Corporation Limited AGM Management Approval for Increase of Authorised Share Capital FOR FOR Compliant with Law, no governance issue identified. To receive, consider and adopt: (a) the audited financial statements of the company for the financial year ended 31, March 2017 together with the reports of the Board of 24-Aug-17 NCC Limited AGM Management Directors and the Auditors thereon FOR FOR No concerns identified. (b) the audited consolidated financial statements of the company for the financial year ended 31 March 2017, together with the report of the Auditors thereon. To declare dividend on the Equity Shares for the financial year 2016- 24-Aug-17 NCC Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. 2017.

24-Aug-17 NCC Limited AGM Management Re-appointment of Sri J V Ranga Raju, (DIN 00020547) as Director FOR FOR No concerns identified. 24-Aug-17 NCC Limited AGM Management Re-appointment of Sri N R Alluri, (DIN 00026723) as Director FOR FOR No concerns identified. Appointment of Auditor compliant with the Law. No governance concern 24-Aug-17 NCC Limited AGM Management Appointment of Statutory Auditors FOR FOR identified. Reappointment of Sri A A V Ranga Raju as the Managing 24-Aug-17 NCC Limited AGM Management FOR FOR Appointment compliant with the Law. No major governance concerns. Director: 24-Aug-17 NCC Limited AGM Management Reappointment of Sri A G K Raju as Executive Director: FOR FOR Appointment compliant with the Law. No major governance concerns.

24-Aug-17 NCC Limited AGM Management Reappointment of Sri J V Ranga Raju as a Whole Time Director FOR FOR No concerns identified. 24-Aug-17 NCC Limited AGM Management To ratify the remuneration payable to the Cost Auditors FOR FOR Ratification compliant with law. Adoption of financial statement including consolidated financial 24-Aug-17 Sundram Fasteners Limited AGM Management statement, Report of the Board of Directors and Auditors for the FOR FOR Unqualified Financial Statements, no governance issue identified. financial year ended 31st March, 2017 24-Aug-17 Sundram Fasteners Limited AGM Management Declaration of Final Dividend for the Financial Year 2016-2017 FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Ms Arundathi Krishna as a Director, who retires by 24-Aug-17 Sundram Fasteners Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation Appointment of M/s B S R & Co. LLP, Chartered Accountants, Chennai 24-Aug-17 Sundram Fasteners Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. as Statutory Auditors and fixing their remuneration. Approval of remuneration payable to the Cost Auditors for the 24-Aug-17 Sundram Fasteners Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. financial year ending 31st March, 2018 24-Aug-17 Bajaj Finance Limited PB Management Issue of Securities to Qualified Institutional Buyers FOR FOR No major concerns identified. To receive, consider and adopt: - The Audited Financial Statements of the Company for the financial year ended 31st March, 2017 together with the Reports of Directors’ 25-Aug-17 Somany Ceramics Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017. To declare a dividend on equity shares for the financial year ended 25-Aug-17 Somany Ceramics Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. 31st March, 2017 To appoint a Director in place of Mr. Abhishek Somany (DIN- 00021448), who retires by rotation and being eligible, Reappointment Compliant with law, no major governance concern 25-Aug-17 Somany Ceramics Limited AGM Management FOR FOR has offered himself for re-appointment. identified

Appointment of M/s Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 consecutive years i.e. from 1st April, 2017 to 31st March, 2022 and fixing their 25-Aug-17 Somany Ceramics Limited AGM Management FOR FOR Compliant with law, no concern identified. remuneration for the year ended 31st March, 2018, subject to ratification of their re-appointment at every Annual General Meeting till their term of appointment. Re-appointment of Mr. Shreekant Somany (DIN: 00021423) as the Chairman & Managing Director of the Company for a further period of 25-Aug-17 Somany Ceramics Limited AGM Management FOR FOR No concerns identified. 3 consecutive years, commencing from 1st September, 2017 till 31st August, 2020.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 49 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 Re-appointment of Mr. Abhishek Somany (DIN: 00021448) as the Managing Director of the Company for a further period of 5 Reappointment Compliant with law, no major governance concern 25-Aug-17 Somany Ceramics Limited AGM Management FOR FOR consecutive years, commencing from 1st June, 2018 till 31st May, identified 2023. Approval for Related Party Transaction with Shantha Biotechnics 27-Aug-17 Sanofi India Limited PB Management FOR FOR Compliant with law, no concern identified. Private Limited by way of an Ordinary Resolution.

Adoption of financial statements for the year ended March 31, 2017 28-Aug-17 L&T Finance Holdings Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. and the reports of the Board of Directors and Auditors thereon.

28-Aug-17 L&T Finance Holdings Limited AGM Management Declaration of dividend on Equity Shares. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of a director in place of Mr. R. Shankar Raman, 28-Aug-17 L&T Finance Holdings Limited AGM Management who retires by rotation and being eligible offers himself for FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. re-appointment.

Ratification of the appointment of M/s. B. K. Khare & Co., Chartered 28-Aug-17 L&T Finance Holdings Limited AGM Management Accountants and M/s. Deloitte Haskins & Sells LLP, Chartered FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Accountants, as the Joint Statutory Auditors of the Company.

Appointment of Ms. Nishi Vasudeva as an Independent Director of the 28-Aug-17 L&T Finance Holdings Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company. Appointment of Ms. Vaishali Kasture as an 28-Aug-17 L&T Finance Holdings Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director of the Company: Appointment of Mr. Pavninder Singh as the 28-Aug-17 L&T Finance Holdings Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Nominee Director of the Company Issuance of Non-Convertible Debentures/Bonds on 28-Aug-17 L&T Finance Holdings Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. a private placement basis Issuance of Cumulative Compulsorily Redeemable 28-Aug-17 L&T Finance Holdings Limited AGM Management Non-Convertible Preference Shares by way of FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. public offer or on a private placement basis To receive, consider and adopt the Audited Financial Statements for Unqualified Financial & Consolidated Statements. No governance 28-Aug-17 Limited AGM Management the financial year ended 31st March, 2017 together with the Report FOR FOR concern identified. of the Board of Directors and the Auditors thereon. To receive, consider and adopt the Audited Consolidated Financial Statements for the financial Unqualified Financial & Consolidated Statements. No governance 28-Aug-17 Voltas Limited AGM Management FOR FOR year ended 31st March, 2017 together with the Report of the concern identified. Auditors thereon. 28-Aug-17 Voltas Limited AGM Management To declare a dividend for the financial year 2016-17 on Equity Shares FOR FOR Sufficient liquid assets, no concern identified. Mr. Ishaat Hussain does not seek re-election and vacancy so created 28-Aug-17 Voltas Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. on the Board be not filled. Appointment compliant with law. No Governance concern has been 28-Aug-17 Voltas Limited AGM Management Appointment of Auditors FOR FOR identified. 28-Aug-17 Voltas Limited AGM Shareholders Appointment of Mr. Hemant Bhargava as a Director of the Company: FOR FOR Compliant with Law, no governance issue identified. Appointment of Mr. Arun Kumar Adhikari as an Independent Director Appointment compliant with law. No Governance concern has been 28-Aug-17 Voltas Limited AGM Shareholders FOR FOR of the Company identified. 28-Aug-17 Voltas Limited AGM Management Ratification of Cost Auditor’s Remuneration FOR FOR Ratification of remuneration is in accordance with the provisions of law.

To receive, consider and adopt the Audited Financial Statement of 28-Aug-17 K.P.R. Mill Limited AGM Management Accounts together with Directors' Report as also the Auditors Report FOR FOR Compliant with Accounting Standards, no audit qualifications. thereon for the year ended 31st March, 2017. 28-Aug-17 K.P.R. Mill Limited AGM Management Declaration of Dividend on Equity Shares. FOR FOR Compliant with law, no concern identified. To appoint Mr. C. R. Anandakrishnan, who retires by rotation and 28-Aug-17 K.P.R. Mill Limited AGM Management FOR FOR Compliant with law, no concern identified. being eligible, offers himself for re-appointment. 28-Aug-17 K.P.R. Mill Limited AGM Management Ratification of Appointment of Statutory Auditors FOR FOR No concerns identified. 28-Aug-17 K.P.R. Mill Limited AGM Management Remuneration to Cost Auditors FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 50 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

To receive, consider and adopt the Audited Financial Statements of 29-Aug-17 Future Retail Limited AGM Management the Company for the financial year ended March 31, 2017 together FOR FOR Compliant with Accounting Standards, no audit qualifications. with the Reports of the Board of Directors and Auditors thereon. To appoint a Director in place of Mr. Kishore Biyani (DIN: 00005740), 29-Aug-17 Future Retail Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR No concerns identified. appointment To ratify the appointment of Auditors of the Company and to fix their 29-Aug-17 Future Retail Limited AGM Management FOR FOR Compliant with law, no concern identified. remuneration 29-Aug-17 Future Retail Limited AGM Shareholders Appointment of Ms. Sridevi Badiga as an Independent Director FOR FOR Appointment Complaint with Law. No concern identified.

Approval for revision in remuneration of Mr. Kishore Biyani as Remuneration commensurate with the size and performance of the 29-Aug-17 Future Retail Limited AGM Management FOR FOR Managing Director. Business. Absolute Cap provided on variable pay. No concern identified.

Approval for revision in remuneration of Mr. Rakesh Biyani as Joint Remuneration commensurate with the size and performance of the 29-Aug-17 Future Retail Limited AGM Management FOR FOR Managing Director. Business. Absolute Cap provided on variable pay. No concern identified. Increase in the investment limit in Equity Share capital by Registered 29-Aug-17 Future Retail Limited AGM Management Foreign Portfolio Investors (“RFPIs”) and Foreign Institutional FOR FOR Compliant with law, no concern identified. Investors (“FIIs”). 29-Aug-17 Future Retail Limited AGM Management Approval for entering into Related Party Transaction(s) FOR FOR No concerns identified. To receive, consider and adopt the audited Standalone as well as Consolidated Financial Statement of the Company for the financial 29-Aug-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. year ended March 31, 2017 together with Reports of the Directors and the Auditors thereon. To declare the Final Dividend of ₹ 1/- per equity share for the year 29-Aug-17 Indian Oil Corporation Limited AGM Management 2016-17 and to confirm the Interim Dividend of ₹ 18/- per equity FOR FOR Compliant with law, no concern identified. share paid during the year 2016-17. To appoint a Director in place of Shri Verghese Cherian (DIN: 29-Aug-17 Indian Oil Corporation Limited AGM Management FOR FOR No concerns identified. 07001243), who retires by rotation and is eligible for reappointment.

To appoint a Director in place of Shri Anish Aggarwal (DIN: 06993471), 29-Aug-17 Indian Oil Corporation Limited AGM Management FOR FOR No concerns identified. who retires by rotation and is eligible for reappointment. To appoint Dr. S. S. V. Ramakumar (DIN: 07626484) as Director 29-Aug-17 Indian Oil Corporation Limited AGM Shareholders FOR FOR No concerns identified. (Research & Development) of the Company. To ratify the remuneration of the Cost Auditors for the financial year 29-Aug-17 Indian Oil Corporation Limited AGM Management FOR FOR Compliant with law, no concern identified. ending March 31, 2018. To approve issuance of debentures on private placement basis as a 29-Aug-17 Indian Oil Corporation Limited AGM Management FOR FOR No dilution in shareholding. Proposed issue is in accordance with law. Special Resolution. To consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the 29-Aug-17 Jubilant Life Sciences Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. Financial Year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon 29-Aug-17 Jubilant Life Sciences Limited AGM Management Declaration of Dividend for the year ended March 31, 2017 FOR FOR Sufficient liquid assets, no concern identified. Re-appointment of Mr. Hari S. Bhartia (DIN: 00010499), who retires 29-Aug-17 Jubilant Life Sciences Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. by rotation Ratification of appointment of M/s B S R & Co. LLP, Chartered 29-Aug-17 Jubilant Life Sciences Limited AGM Management FOR FOR No major concerns identified. Accountants the Auditors of the Company Appointment of Mr. Vivek Mehra (DIN: 00101328) as an Independent 29-Aug-17 Jubilant Life Sciences Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Director Appointment of Mr. Sushil Kumar Roongta (DIN: 00309302) as an 29-Aug-17 Jubilant Life Sciences Limited AGM Shareholders FOR FOR No major concerns identified. Independent Director Appointment of Mr. Priyavrat Bhartia (DIN: 00020603) as a Director 29-Aug-17 Jubilant Life Sciences Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. liable to retire by rotation Appointment of Mr. Arjun Shanker Bhartia (DIN: 03019690) as a 29-Aug-17 Jubilant Life Sciences Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Director liable to retire by rotation Appointment of Mr. Pramod Yadav (DIN: 05264757) as a Director 29-Aug-17 Jubilant Life Sciences Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. liable to retire by rotation Appointment of Mr. Pramod Yadav (DIN: 05264757) as Whole-time 29-Aug-17 Jubilant Life Sciences Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 51 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 29-Aug-17 Jubilant Life Sciences Limited AGM Management Authority to pay commission to Non-Executive Directors FOR FOR Compliant with Law, no governance issue identified. Approval of remuneration of Cost Auditors - M/s J. K. Kabra & Co., 29-Aug-17 Jubilant Life Sciences Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Cost Accountants for the financial year ending March 31, 2018 Adoption of Audited Financial Statements of the Company for the 29-Aug-17 Future Lifestyle Fashions Limited AGM Management financial year ended March 31, 2017 together with the Reports of the FOR FOR Unqualified Financial Statements, no governance issue identified. Board of Directors and Auditors thereon 29-Aug-17 Future Lifestyle Fashions Limited AGM Management Declaration of Dividend on Equity Shares FOR FOR Sufficient resources to pay dividend, no governance issue identified. Appointment of Mr. Kishore Biyani, who retires by rotation and being 29-Aug-17 Future Lifestyle Fashions Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. eligible, offers himself for re-appointment 29-Aug-17 Future Lifestyle Fashions Limited AGM Management Re-appointment of Statutory Auditors and fix their remuneration FOR FOR Compliant with Law, no governance issue identified. Approval for remuneration arising upon the exercise of vested 29-Aug-17 Future Lifestyle Fashions Limited AGM Management Employee Stock Options held by Mr. C. P. Toshniwal, Non-executive FOR FOR Compliant with Law, no governance issue identified. Director Approval for revision in remuneration payable to Mr. Kishore Biyani 29-Aug-17 Future Lifestyle Fashions Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. as the Managing Director Borrowing / raising funds by issue of debt instruments for an amount Compliant with law. No dilution of holding to equity shareholders. No 29-Aug-17 Future Lifestyle Fashions Limited AGM Management FOR FOR upto ₹ 750 Crore. governance issue identified Adoption of the Audited Financial Statements for the year ended 31st 30-Aug-17 Balrampur Chini Mills Limited AGM Management March, 2017 along with the Reports of the Board of Directors and the FOR FOR Compliant with Accounting Standards, no concern identified. Auditors thereon. Approval and confirmation of the interim dividend as the final 30-Aug-17 Balrampur Chini Mills Limited AGM Management FOR FOR No issue identified. dividend for the year ended 31st March, 2017. 30-Aug-17 Balrampur Chini Mills Limited AGM Management Appointment of Dr. Arvind Krishna Saxena, who retires by rotation. FOR FOR No issue identified. Appointment of M/s. Lodha & Co., Chartered Accountants, as 30-Aug-17 Balrampur Chini Mills Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Statutory Auditors and fix their remuneration. 30-Aug-17 Balrampur Chini Mills Limited AGM Management Re-appointment of Shri Vivek Saraogi as the Managing Director. FOR FOR No governance concern identified. Re-appointment of Dr. Arvind Krishna Saxena as a Whole-time 30-Aug-17 Balrampur Chini Mills Limited AGM Management FOR FOR No issue identified. Director. Appointment of Shri Naresh Dayal as a Non-Executive, Non- 30-Aug-17 Balrampur Chini Mills Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Independent Director. 30-Aug-17 Balrampur Chini Mills Limited AGM Management Ratification of remuneration payable to the Cost Auditors. FOR FOR Ratification compliant with law. 30-Aug-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 30-Aug-17 Pfizer Limited AGM Management To declare a dividend FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. Vivek Dhariwal who retires by 30-Aug-17 Pfizer Limited AGM Management FOR FOR No governance concern identified. rotation 30-Aug-17 Pfizer Limited AGM Management Appointment of Statutory Auditors FOR FOR Appointment compliant with law. To consider and re-appoint Mr. Vivek Dhariwal as a Whole-time 30-Aug-17 Pfizer Limited AGM Management FOR FOR No governance concern identified. Director of the Company To consider and appoint Dr. Anurita Majumdar as a Director of the 30-Aug-17 Pfizer Limited AGM Shareholders FOR FOR No governance concern identified. Company, liable to retire by rotation. To consider and appoint Dr. Anurita Majumdar as a Director of the 30-Aug-17 Pfizer Limited AGM Management FOR FOR No governance concern identified. Company, liable to retire by rotation. To consider and appoint Mr. Ravi Prakash Bhagavathula as a Director 30-Aug-17 Pfizer Limited AGM Shareholders FOR FOR No governance concern identified. of the Company, liable to retire by rotation To consider and appoint Mr. Ravi Prakash Bhagavathula as a Whole- 30-Aug-17 Pfizer Limited AGM Management FOR FOR No governance concern identified. time Director of the Company No governance issue observed. Ratification of remuneration compliant 30-Aug-17 Pfizer Limited AGM Management Ratification of remuneration payable to Cost Auditors FOR FOR with law Adoption of the Audited Financial Statements (including Consolidated 30-Aug-17 Limited AGM Management Financial Statements) for the financial year ended March 31, 2017, FOR FOR Compliant with Accounting Standards, no concern identified. and the Report of the Directors and Auditors thereon Appointment compliant with law. No Governance concern has been 30-Aug-17 United Spirits Limited AGM Management Appointment of Mr Vinod Rao as Director, who retires by rotation FOR FOR identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 52 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 Ratify the appointment of Price Waterhouse & Co Chartered Ratification of appointment compliant with, no governance issue 30-Aug-17 United Spirits Limited AGM Management Accountants LLP as Auditors of the Company and to fix their FOR FOR observed Remuneration Appointment compliant with law. No Governance concern has been 30-Aug-17 United Spirits Limited AGM Shareholders Appointment of Mr Randall Ingber as a Director FOR FOR identified. Appointment compliant with law. No Governance concern has been 30-Aug-17 United Spirits Limited AGM Shareholders Appointment of Mr John Thomas Kennedy as a Director FOR FOR identified. Appointment of Mr Vegulaparanan Kasi Viswanathan as an Appointment compliant with law. No Governance concern has been 30-Aug-17 United Spirits Limited AGM Shareholders FOR FOR Independent Director. identified. 30-Aug-17 United Spirits Limited AGM Shareholders Appointment of Mr Sanjeev Churiwala as a Director. FOR FOR No governance concern identified. Appointment of Mr Sanjeev Churiwala as an Executive Director and 30-Aug-17 United Spirits Limited AGM Management FOR FOR No governance concern identified. Chief Financial Officer Authority to offer and issue unsecured unlisted Redeemable Non- 30-Aug-17 United Spirits Limited AGM Management Convertible Debentures, in one or more tranches on Private FOR FOR Compliant with Law, no governance issue identified. Placement Basis Consider and Adopt Transformers And Rectifiers a. Audited financial statement, reports of the Board of Directors and 30-Aug-17 AGM Management FOR FOR Unqualified Financial Statements, no major governance issue identified. (India) Limited Auditors b. Audited Consolidated Financial Statement Transformers And Rectifiers 30-Aug-17 AGM Management Re-appointment of Mr. Satyen Mamtora who retires by rotation FOR FOR Compliant with Law, no governance issue identified. (India) Limited Transformers And Rectifiers 30-Aug-17 AGM Management Appointment of Statutory Auditors FOR FOR Compliant with Law, no governance issue identified. (India) Limited Transformers And Rectifiers To re-appoint Mrs. Karuna Mamtora as an Executive Director of the 30-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. (India) Limited Company Transformers And Rectifiers To re-appoint Mr. Vinod Masson as a Non-Executive Director of the 30-Aug-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. (India) Limited Company Transformers And Rectifiers Subdivision of Equity shares from the Face value of ₹ 10/- per share to Stock-split may lead to enhanced liquidity of shares, no governance issue 30-Aug-17 AGM Management FOR FOR (India) Limited ₹ 1/- per share identified. Transformers And Rectifiers Stock-split may lead to enhanced liquidity of shares, no governance issue 30-Aug-17 AGM Management Alteration of Clause V of Memorandum of association of the Company FOR FOR (India) Limited identified. Transformers And Rectifiers To Issue Equity Shares by way of private placement to Qualified 30-Aug-17 AGM Management FOR FOR No concerns identified. (India) Limited Institutional Buyers or preferential allotment Transformers And Rectifiers Ratification of remuneration payable to Cost Auditor for the financial 30-Aug-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. (India) Limited year 2017-18 Entertainment Network (India) Adoption of the audited financial statements of the Company for the 30-Aug-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited financial year ended March 31, 2017. Entertainment Network (India) Adoption of the audited consolidated financial statements of the 30-Aug-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Company for the financial year ended March 31, 2017 Entertainment Network (India) 30-Aug-17 AGM Management To declare dividend on equity shares FOR FOR Sufficient liquid assets, no concern identified. Limited Entertainment Network (India) Re-appointment of Mr. Prashant Panday ,as a Director, liable to retire 30-Aug-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited by rotation. Ratification of appointment of S. R. Batliboi & Associates LLP, as the Entertainment Network (India) 30-Aug-17 AGM Management Auditors of the Company and to authorize the Board of Directors to FOR FOR Ratification compliant with law. Limited fix their remuneration. Entertainment Network (India) Ratification of remuneration payable to the Cost Auditors, M/s. R. 30-Aug-17 AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. Limited Nanabhoy & Co., Cost Accountants Entertainment Network (India) Issue of non- convertible debentures, bonds, debt securities, etc. on 30-Aug-17 AGM Management FOR FOR Compliant with law. No major governance concern identified. Limited private placement basis To receive, consider and adopt the Audited Standalone Balance Sheet as at March 31, 2017, Statement of Profit and Loss and Cash Flow 31-Aug-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no concern identified. Statement for the financial year ended March 31, 2017 and reports of Directors and Auditors thereon To receive, consider and adopt the Audited Consolidated Balance Sheet as at March 31, 2017, Statement of Profit and Loss and Cash 31-Aug-17 Aurobindo Pharma Limited AGM Management FOR FOR Compliant with Accounting Standards, no concern identified. Flow Statement for the financial year ended March 31, 2017 and report of Auditors thereon To confirm the first interim dividend of ` 1.25 and second interim 31-Aug-17 Aurobindo Pharma Limited AGM Management dividend of ` 1.25 in aggregate ` 2.50 per equity share of ` 1 each, as FOR FOR Compliant with law, no concern identified. dividend for the year 2016-17.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 53 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

To appoint a Director in place of Mr. P. Sarath Chandra Reddy, who 31-Aug-17 Aurobindo Pharma Limited AGM Management FOR FOR Compliant with law, no concern identified. retires by rotation and being eligible, seeks re-appointment. To appoint a Director in place of Dr. M. Sivakumaran, who retires by 31-Aug-17 Aurobindo Pharma Limited AGM Management FOR FOR Compliant with law, no concern identified. rotation and being eligible, seeks re-appointment. To appoint M/s. B S R & Associates LLP, Chartered Accountants as 31-Aug-17 Aurobindo Pharma Limited AGM Management Statutory Auditors of the Company in place of M/s. S.R. Batliboi & FOR FOR Compliant with law, no concern identified. Associates LLP, Chartered Accountants and fix their remuneration. Re-appointment of Mr. P.V. Ramprasad Reddy, Director of the Company, as Managing Director designated as Executive Chairman of 31-Aug-17 Aurobindo Pharma Limited AGM Management FOR FOR No governance concern identified. Appointment compliant with law. Aurobindo Pharma USA Inc., a Wholly Owned Subsidiary of the Company. Appointment of Mr. Rangaswamy Rathakrishnan Iyer as an 31-Aug-17 Aurobindo Pharma Limited AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director. To revise the remuneration of Mr. N. Govindarajan, Managing 31-Aug-17 Aurobindo Pharma Limited AGM Management FOR FOR Compliant with law, no concern identified. Director of the Company. 31-Aug-17 Limited AGM Management Adoption of financial statements FOR FOR No audit qualifications. Compliant with law and accounting standards. 31-Aug-17 Pidilite Industries Limited AGM Management To declare Dividend on equity shares. FOR FOR No concerns identified. To appoint a Director in place of Mr. N. K. Parekh (DIN: 00111518), 31-Aug-17 Pidilite Industries Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with law, no concern identified. appointment. To appoint a Director in place of Mr. A. N. Parekh (DIN: 00111366), 31-Aug-17 Pidilite Industries Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with law, no concern identified. appointment. Ratification of appointment of M/s. Deloitte Haskins & Sells as 31-Aug-17 Pidilite Industries Limited AGM Management FOR FOR No concerns identified. Statutory Auditors. Ratification of payment of remuneration to M/s. V. J. Talati & Co., 31-Aug-17 Pidilite Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. Cost Auditors. 31-Aug-17 Pidilite Industries Limited AGM Management Adoption of new Articles of Association of the Company. FOR FOR No concerns identified. To consider and adopt the Financial Statements including Reports of 31-Aug-17 West Coast Paper Mills Limited AGM Management FOR FOR Unqualified Financial Statements, no governance issue identified. the Directors and Auditors thereon, for the year ended March 31,2017

31-Aug-17 West Coast Paper Mills Limited AGM Management To declare dividend on Equity Shares FOR FOR Compliant with Law, no governance issue identified.

31-Aug-17 West Coast Paper Mills Limited AGM Management Re-appointment of Shri Saurabh Bangur, who retires by rotation FOR FOR Compliant with Law, no governance issue identified. To Appoint M/s Singhi & Co., Chartered Accountants, Kolkata, as 31-Aug-17 West Coast Paper Mills Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditors and Fixing their remuneration. 31-Aug-17 West Coast Paper Mills Limited AGM Management To ratify the remuneration to Shri Umesh Kini, Cost Auditor FOR FOR Compliant with Law, no governance issue identified. To consider and adopt the Audited Financial Statements of the 31-Aug-17 Rane Holdings Limited AGM Management Company for the year ended March 31, 2017, reports of the Board of FOR FOR Unqualified Financial Statements, no governance issue identified. Directors and the Auditors’ thereon. 31-Aug-17 Rane Holdings Limited AGM Management To declare dividend on equity shares FOR FOR Compliant with Law, no governance issue identified. To appoint a director in the place of Mr. L Lakshman (DIN 00012554), 31-Aug-17 Rane Holdings Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with Law, no governance issue identified. appointment. 31-Aug-17 Rane Holdings Limited AGM Management To ratify appointment of statutory auditors of the Company. FOR FOR Compliant with Law, no governance issue identified. To re-appoint Mr. Anjanikumar Choudhari (DIN 00234208) as an 31-Aug-17 Rane Holdings Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Independent Director for a second term. Increase the Authorised Share Capital of the Company from ₹ 6,000 Crore into 500 Crore equity shares of ₹ 10/- each and 100 Crore preference shares of ₹ 10/- each to ₹ 15,000 Crore by creation of 01-Sep-17 Reliance Industries Limited PB Management FOR FOR Compliant with Law, no governance issue identified. additional 900 Crore equity shares of ₹ 10/- each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 54 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 Issue of Bonus Shares in the proportion of 1 new fully paid-up equity No governance issue identified. Adequate disclosures regarding the 01-Sep-17 Reliance Industries Limited PB Management share of ₹ 10/- each for every 1 existing fully paid-up equity share of ₹ FOR FOR rationale of bonus issue 10/- ‘Reliance Industries Limited Employees’ Stock Option Scheme 2017’ 01-Sep-17 Reliance Industries Limited PB Management FOR FOR No concerns identified. (“ESOS 2017”) for employees of the Company. ‘Reliance Industries Limited Employees’ Stock Option Scheme 2017’ 01-Sep-17 Reliance Industries Limited PB Management (“ESOS 2017”) for employees of the subsidiary companies of the FOR FOR No concerns identified. Company. 02-Sep-17 Mangalam Cement Limited AGM Shareholders Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 02-Sep-17 Mangalam Cement Limited AGM Shareholders To Declare dividend on Equity Shares FOR FOR Compliant with law, no concern identified. 02-Sep-17 Mangalam Cement Limited AGM Shareholders To re-appoint Shri Kamal Chand Jain, who retire by rotation. FOR FOR Appointment Complaint with Law. No concern identified. 02-Sep-17 Mangalam Cement Limited AGM Shareholders To appoint Statutory Auditors of the Company. FOR FOR Appointment Complaint with Law. No concern identified. To Appoint Shri Anshuman Vikram Jalan as the Wholetime Director of 02-Sep-17 Mangalam Cement Limited AGM Shareholders FOR FOR Compliant with law. No major governance concern identified. the Company. To Appoint Smt. Vidula Jalan as the Wholetime Director of the 02-Sep-17 Mangalam Cement Limited AGM Shareholders FOR FOR Compliant with law. No major governance concern identified. Company. 02-Sep-17 Mangalam Cement Limited AGM Shareholders To ratify the remuneration of Cost Auditors FOR FOR Compliant with law, no concern identified. 04-Sep-17 BSE Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 04-Sep-17 BSE Limited AGM Management To declare final dividend FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Dr. Sriprakash Kothari, Shareholder 04-Sep-17 BSE Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Director, who retires by rotation 04-Sep-17 BSE Limited AGM Management To appoint Statutory Auditors and to fix their remuneration FOR FOR Appointment compliant with law. Adoption of Standalone Audited Accounts for the year ended 04-Sep-17 The India Cements Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 31.03.2017. Adoption of Consolidated Audited Accounts for the year ended 04-Sep-17 The India Cements Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 31.03.2017. To declare dividend on Equity Shares for the financial year ended 04-Sep-17 The India Cements Limited AGM Management FOR FOR Compliant with law, no concern identified. 31.03.2017. Appointment of a director in the place of Smt. Chitra Srinivasan, who 04-Sep-17 The India Cements Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. retires by rotation and being eligible, offers herself for reappointment. 04-Sep-17 The India Cements Limited AGM Management Appointment of Auditors and fixation of remuneration. FOR FOR Appointment compliant with law. No major concern identified. Appointment of Sri M. R. Kumar as a Director of the Company, liable 04-Sep-17 The India Cements Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. to retire by rotation. Appointment of Sri K. Balakrishnan as an Independent Director of the 04-Sep-17 The India Cements Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Company. Appointment of Sri V. Ranganathan as an Independent Director of the 04-Sep-17 The India Cements Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Company. 04-Sep-17 The India Cements Limited AGM Management Issue of Non-Convertible Debentures/ Bonds and other Securities. FOR FOR No dilution in shareholding. Proposed issue is in accordance with law. 04-Sep-17 The India Cements Limited AGM Management Ratification of remuneration to Cost Auditor of the Company. FOR FOR Compliant with law, no concern identified. To receive, consider and adopt the financial statements (including the consolidated financial statements) of the Company for the year ended 31st March 2017 including the audited Balance Sheet as at 31st 05-Sep-17 India Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. March 2017, the statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon 05-Sep-17 Maruti Suzuki India Limited AGM Management To declare dividend on equity shares FOR FOR Sufficient resources to pay dividend, no governance issue identified. To appoint a director in place of Mr. Toshihiro Suzuki (DIN: 06709846), 05-Sep-17 Maruti Suzuki India Limited AGM Management who retires by rotation and being eligible, offers himself for FOR FOR Compliant with Law, no governance issue identified. reappointment. To appoint a director in place of Mr. Shigetoshi Torii (DIN: 06437336), 05-Sep-17 Maruti Suzuki India Limited AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with Law, no governance issue identified. appointment 05-Sep-17 Maruti Suzuki India Limited AGM Management Ratification of appointment of Deloitte Haskins & Sells LLP as Auditors. FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Mr. Shigetoshi Torii as a Whole-time Director 05-Sep-17 Maruti Suzuki India Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. designated as Director (Production) 05-Sep-17 Maruti Suzuki India Limited AGM Shareholders Appointment of Ms. Renu Sud Karnad as an independent Director FOR FOR Compliant with Law, no governance issue identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 55 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 Ratification of remuneration of the cost auditors, M/s R. J. Goel & Co., 05-Sep-17 Maruti Suzuki India Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. cost accountants Adequate disclosure relating to the adoption of the new set of articles 05-Sep-17 Maruti Suzuki India Limited AGM Management Adoption of new set of Memorandum and Articles of Association. FOR FOR made by the Company, no governance issue identified Adoption of the Audited Financial Statements of the Company for the financial year ended 31st March, 05-Sep-17 Skipper Limited AGM Management FOR FOR Compliant with Accounting Standards, no concern identified. 2017, and the Reports of the Board of Directors and the Auditors’ thereon. 05-Sep-17 Skipper Limited AGM Management Declaration of dividend for the financial year ended 31st March, 2017. FOR FOR Compliant with law, no concern identified. Appointment of director in place of Mr. Devesh Bansal (DIN: 05-Sep-17 Skipper Limited AGM Management 00162513) who retires by rotation and, FOR FOR Appointment compliant with the Law. No major governance concerns. being eligible, offers himself for re-appointment Ratification of appointment of Statutory Auditors & fixing their 05-Sep-17 Skipper Limited AGM Management FOR FOR Ratification of appointment compliant with law. No concern identified. remuneration. Approval of remuneration of the Cost Auditors for financial year 05-Sep-17 Skipper Limited AGM Management FOR FOR Ratification compliant with law. ending March 31, 2018 Appointment of Mr. Sharan Bansal (Din: 00063481) as Whole Time 05-Sep-17 Skipper Limited AGM Management FOR FOR Appointment compliant with the Law. No major governance concerns. Director upto 30th June, 2020 Ordinary resolution for increase in the Authorised Share Capital of the Company from ₹ 35,00,00,000 (Rupees Thirty-Five Crores only) divided into 3,50,00,000 equity shares of ₹ 10 each to ₹ 70,00,00,000 07-Sep-17 Tata Elxsi Limited PB Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. (Rupees Seventy Crores only) divided into 7,00,00,000 equity shares of ₹ 10 each. Alteration of the Capital Clause V of the Memorandum of Association Special Resolution for Amendment of Article 4 of Articles of 07-Sep-17 Tata Elxsi Limited PB Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Association (Authorised capital). Ordinary resolution for approval for issue of Bonus Equity Share of One fully paid equity share of ₹ 10 each for every One fully paid 07-Sep-17 Tata Elxsi Limited PB Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. equity shares of ₹ 10 each held by the shareholders as on the Record date To receive, consider and adopt the audited financial statements of the Company (including audited consolidated financial statements) 07-Sep-17 JK Lakshmi Cement Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. for the Financial Year ended 31st March 2017 and the Reports of the Board of Directors and Auditors thereon. 07-Sep-17 JK Lakshmi Cement Limited AGM Management To declare Dividend. FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Smt. Vinita Singhania (DIN: 07-Sep-17 JK Lakshmi Cement Limited AGM Management 00042983), who retires by rotation and being eligible, has offered FOR FOR Compliant with law, no concern identified. herself for re-appointment. Compliance Issue: Appointment is in violation of provisions of Section 07-Sep-17 JK Lakshmi Cement Limited AGM Management Appointment of Auditors and their remuneration FOR AGAINST 139 of the Companies Act, 2013 07-Sep-17 JK Lakshmi Cement Limited AGM Management Ratification of remuneration of Cost Auditors. FOR FOR Compliant with law, no concern identified. 07-Sep-17 JK Lakshmi Cement Limited AGM Management Issue of Securities of up to Rs. 500 Crore. FOR FOR No concerns identified. 08-Sep-17 PC Jeweller Limited AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

08-Sep-17 PC Jeweller Limited AGM Management Declaration of dividend on equity shares for the financial year 2016-17 FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Declaration of dividend on compulsorily convertible preference shares 08-Sep-17 PC Jeweller Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. for the period from September 2, 2016 to March 31, 2017 Re-appointment of Shri Ramesh Kumar Sharma as a Director liable to 08-Sep-17 PC Jeweller Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. retire by rotation. Ratification of appointment of Walker Chandiok & Co LLP, Chartered 08-Sep-17 PC Jeweller Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Accountants as Statutory Auditors and fixing their remuneration. Appointment of Statutory Auditors and to fix their 08-Sep-17 Wim Plast Ltd AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. remuneration 09-Sep-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 09-Sep-17 Balkrishna Industries Limited AGM Management Confirmation of Interim & Declaration of final Dividend FOR FOR Sufficient liquid assets, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 56 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 Re-appointment of Mrs. Vijaylaxmi Poddar as a Director of the 09-Sep-17 Balkrishna Industries Limited AGM Management FOR FOR Reappointment Compliant with law. No concern identified. Company liable to retire by rotation Appointment of M/s. N G Thakrar & Co., Chartered Accountant as Appointment compliant with law. No Governance concern has been 09-Sep-17 Balkrishna Industries Limited AGM Management FOR FOR Statutory Auditors identified. Reappointment Compliant with law, no major governance concern 09-Sep-17 Balkrishna Industries Limited AGM Management To re-appoint Mr. Vipul Shah as a Whole Time Director FOR FOR identified Service of Documents to members of the Company pursuant to No governance concern as fee is being charged only in case of request of 09-Sep-17 Balkrishna Industries Limited AGM Management FOR FOR Section 20 of the Companies Act, 2013. shareholder for a document to be sent by a particular mode. Adoption of Audited Financial Statements and Reports of the 11-Sep-17 Jet Airways (India) Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Directors and Auditors 11-Sep-17 Jet Airways (India) Limited AGM Management Re-appointment of Mrs. Anita Goyal as a Director. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Ratification of the appointment of the Joint Statutory Auditors, M/s. 11-Sep-17 Jet Airways (India) Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. BSR & Co. LLP. 11-Sep-17 Jet Airways (India) Limited AGM Management Appointment of M/s. D T S & Associates as Joint Statutory Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

11-Sep-17 Jet Airways (India) Limited AGM Management Re-appointment of Mr. Gaurang Shetty as Whole Time Director. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Adoption of audited Financial Statements and audited consolidated 12-Sep-17 GAIL (India) Limited AGM Management financial statements of the Company for the year ended 31 March, FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017 and Report of the Board of Directors and Auditors Approval of Final Dividend for the financial year ended 31 March, 12-Sep-17 GAIL (India) Limited AGM Management 2017 and to confirm the payment of Interim Dividend already paid in FOR FOR Compliant with law, no concern identified. February, 2017 Appoint a Director in place of Dr. Ashutosh Karnatak, who retires by 12-Sep-17 GAIL (India) Limited AGM Management FOR ABSTAIN Due to lack of adequate data, we abstain from voting. rotation, and being eligible, offers himself for re-appointment Authorization to the Board of Directors to fix the remuneration of the 12-Sep-17 GAIL (India) Limited AGM Management FOR ABSTAIN Due to lack of adequate data, we abstain from voting. Joint Statutory Auditors for FY 2017-18 Approval for appointment of Shri Dinkar Prakash Srivastava as 12-Sep-17 GAIL (India) Limited AGM Shareholders FOR FOR No concerns identified. Independent Director, not liable to retire by rotation Approval for appointment of Dr Anup K Pujari as Independent 12-Sep-17 GAIL (India) Limited AGM Shareholders FOR FOR No concerns identified. Director, not liable to retire by rotation Approval for appointment of Shri P. K. Gupta as Director (HR), liable to 12-Sep-17 GAIL (India) Limited AGM Shareholders FOR ABSTAIN Due to lack of adequate data, we abstain from voting. retire by rotation Approval for appointment of Shri Gajendra Singh as Director 12-Sep-17 GAIL (India) Limited AGM Shareholders FOR ABSTAIN Due to lack of adequate data, we abstain from voting. (Marketing), liable to retire by rotation Approval for ratification of remuneration of the Cost Auditors for FY 12-Sep-17 GAIL (India) Limited AGM Management 2016-17 and authorization to the Board of Directors to fix the FOR ABSTAIN Due to lack of adequate data, we abstain from voting. remuneration for FY 2017-18 Approval for Material Related Party Transactions with Petronet LNG 12-Sep-17 GAIL (India) Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Limited for FY 2017 -18 12-Sep-17 GAIL (India) Limited AGM Management Increase in Authorized Share Capital of the Company FOR FOR Compliant with Law, no governance issue identified. 12-Sep-17 GAIL (India) Limited AGM Management Issue, consolidate, re-issue of debt securities FOR FOR Issue, consolidate, re-issue of debt securities Compliant with law. No dilution of holding to equity shareholders. No 12-Sep-17 GAIL (India) Limited AGM Management Approval for Private Placement of Securities FOR FOR governance issue identified To receive, consider and adopt a) the audited Standalone Financial Statements of the Company for the financial year ended on 31st March, 2017, together with the Ratnamani Metals & Tubes 12-Sep-17 AGM Management Reports of the Board of Directors and Auditors thereon; and FOR FOR Compliant with Accounting Standards, no concern identified. Limited 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. Ratnamani Metals & Tubes To declare Dividend on equity shares for the financial year ended on 12-Sep-17 AGM Management FOR FOR Sufficient resources to pay dividend, no governance issue identified. Limited 31st March, 2017. Ratnamani Metals & Tubes To appoint Shri Jayanti M. Sanghvi as director, who retired by rotation 12-Sep-17 AGM Management FOR FOR No governance concern identified. Limited and being eligible, offers himself for re-appointment.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 57 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 Ratnamani Metals & Tubes To ratify the Appointment of M/s. S.R.B.C. & Co. LLP as a Statutory 12-Sep-17 AGM Management FOR FOR Ratification compliant with law. Limited Auditors and fix their remuneration. Ratnamani Metals & Tubes To ratify the Remuneration to M/s. N. D. Birla & Co., as a Cost Auditor 12-Sep-17 AGM Management FOR FOR Ratification compliant with law. Limited for the Financial Year ending on 31st March, 2018. Ratnamani Metals & Tubes To fix minimum fees for serving various documents on members of 12-Sep-17 AGM Management FOR FOR No major concerns identified. Limited the Company. Ratnamani Metals & Tubes To appoint and fix the remuneration payable to Shri Manoj P. Sanghvi, 12-Sep-17 AGM Management FOR FOR No governance concern identified. Limited as Business Head (C.S. Pipes). Ratnamani Metals & Tubes To appoint and fix the remuneration payable to Shri Prashant J. 12-Sep-17 AGM Management FOR FOR No governance concern identified. Limited Sanghvi, as Business Head (L.S.A.W.). Ratnamani Metals & Tubes To appoint and fix the remuneration payable to Shri Nilesh P. Sanghvi, 12-Sep-17 AGM Management FOR FOR No governance concern identified. Limited as Chief Executive (Strategic Business Development). Ratnamani Metals & Tubes To adopt new Articles of Association of the Company in conformity 12-Sep-17 AGM Management FOR FOR No major concerns identified. Limited with the Companies Act, 2013. Although, there is substantial dilution for existing Public Shareholders 12-Sep-17 EGM Management Raising of Equity Capital of the Bank. FOR FOR which is unfair to minority shareholders, in order not to expose the Bank to a potential default of Basel III, no concern is being raised. Consider and adopt financial statements (including consolidated financial Techno Electric & Engineering 12-Sep-17 AGM Management statements) together with Director and Auditors report for the year FOR FOR Unqualified accounts. Compliant with the Law Company Limited ended March 31, 2017.

Ordinary Resolution seeking approval for re-appointment of Mr. Ankit Techno Electric & Engineering Appointment compliant with law. No Governance concern has been 12-Sep-17 AGM Management Saraiya (holding DIN: 02771647) retiring by rotation, as Director under FOR FOR Company Limited identified. the provisions of the Companies Act, 2013.

Ordinary Resolution seeking approval for appointment of M/s. Singhi & Techno Electric & Engineering 12-Sep-17 AGM Shareholders Co. Chartered Accountants, (Firm Registration No. 302049E) as FOR ABSTAIN Due to lack of adequate data, we abstain from voting. Company Limited Statutory Auditors of the Company.

Ordinary Resolution seeking approval for appointment of Dr. Rajendra Techno Electric & Engineering 12-Sep-17 AGM Shareholders Prasad Singh (holding DIN: 00004812) as an Independent Director u/s FOR ABSTAIN Due to lack of adequate data, we abstain from voting. Company Limited 149 and 152 of the Companies Act, 2013.

13-Sep-17 Limited AGM Management Adoption of Audited financial statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 13-Sep-17 Hindalco Industries Limited AGM Management Declaration of Dividend FOR FOR Sufficient liquid assets, no concern identified. 13-Sep-17 Hindalco Industries Limited AGM Management Re-appointment of Mr. A.K. Agarwala, Director retiring by rotation FOR FOR Reappointment Compliant with law. No concern identified. Appointment compliant with law. No Governance concern has been 13-Sep-17 Hindalco Industries Limited AGM Management Appointment of Statutory Auditors FOR FOR identified. 13-Sep-17 Hindalco Industries Limited AGM Management Ratification of the remuneration of the Cost Auditors FOR FOR Ratification of remuneration is in accordance with the provisions of law. Approval for offer or invitation to subscribe to Non-Convertible Compliant with law, no concern identified. Company has comfortable 13-Sep-17 Hindalco Industries Limited AGM Management FOR FOR Debentures Debt Equity Ratio. Approval of Scheme of Amalgamation of (International) 14-Sep-17 Asian Paints Limited CCM (Equity Shareholders) Management FOR FOR Compliant with Law, no governance issue identified. Limited with Asian Paints Limited 14-Sep-17 AksharChem India Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 14-Sep-17 AksharChem India Limited AGM Management Confirmation of Interim Dividend FOR FOR Compliant with Law 14-Sep-17 AksharChem India Limited AGM Management Re-appointment of Mrs. Paru M. Jaykrishna as a Director FOR FOR No concerns identified. Appointment compliant with law. No Governance concern has been 14-Sep-17 AksharChem India Limited AGM Management Appointment of Statutory auditors FOR FOR identified. 14-Sep-17 AksharChem India Limited AGM Management Issue of NCDs FOR FOR No concerns identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 58 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

To receive, consider and adopt the Audited Financial Statement of the Hindustan Petroleum Corporation 15-Sep-17 AGM Management Corporation for the Financial Year ended 31st March, 2017 and FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Reports of the Board of Directors and Auditors thereon. To confirm Interim Equity Dividends declared during Financial Year Hindustan Petroleum Corporation 15-Sep-17 AGM Management 2016-2017 and to approve Final Equity Dividend for the Financial Year FOR FOR Compliant with law, no concern identified. Limited 2016-2017. To appoint a Director in place of Shri Sandeep Poundrik Hindustan Petroleum Corporation 15-Sep-17 AGM Management (DIN01865958), who retires by rotation and being eligible, offers FOR FOR No concerns identified. Limited himself for reappointment. To appoint a Director in place of Shri J. Ramaswamy (DIN06627920), Hindustan Petroleum Corporation who retires by rotation and being eligible, offers himself for 15-Sep-17 AGM Management FOR FOR No concerns identified. Limited reappointment

Hindustan Petroleum Corporation Appointment of Shri S. Jeyakrishnan (DIN07234397) as Director of the 15-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Corporation Hindustan Petroleum Corporation Appointment of Shri Vinod S. Shenoy (DIN07632981) as Director of 15-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited the Corporation Hindustan Petroleum Corporation Appointment of Smt. Asifa Khan (DIN07730681) as an Independent 15-Sep-17 AGM Shareholders FOR AGAINST Appointment not compliant with Law, uncertain term of appointment Limited Director of the Corporation Hindustan Petroleum Corporation Appointment of Shri G.V. Krishna (DIN01640784) as an Independent 15-Sep-17 AGM Shareholders FOR AGAINST Appointment not compliant with Law, uncertain term of appointment Limited Director of the Corporation Hindustan Petroleum Corporation Appointment of Dr. Trilok Nath Singh (DIN07767209) as an 15-Sep-17 AGM Shareholders FOR AGAINST Appointment not compliant with Law, uncertain term of appointment Limited Independent Director of the Corporation Hindustan Petroleum Corporation Payment of Remuneration to Cost Auditors for Financial Year 2017- 15-Sep-17 AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. Limited 2018 Approval for Material Related Party Transactions, with M/s. HPCL Hindustan Petroleum Corporation Mittal Energy Limited (HMEL), a Joint Venture Company, are 15-Sep-17 AGM Management FOR FOR No concerns identified. Limited estimated at ₹45,447.97 Crores for Financial Year 2017-2018 and ₹ 48,777.40 Crore for Financial Year 2018-2019. Hindustan Petroleum Corporation Compliant with law. No dilution of holding to equity shareholders. No 15-Sep-17 AGM Management Approval for issue of Non-Convertible Bonds/Debentures. FOR FOR Limited governance issue identified To receive, consider and adopt Financial Statements and Report of Compliant with Law. No Audit qualifications. No major concern is 15-Sep-17 Petronet LNG Limited AGM Management Board of Directors and Auditors thereon for the financial year ended FOR FOR identified. 31st March, 2017. 15-Sep-17 Petronet LNG Limited AGM Management To declare a dividend for the financial year ended 31st March, 2017. FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. K. D. Tripathi (DIN: 07239755) 15-Sep-17 Petronet LNG Limited AGM Management who retires by rotation and being eligible offers himself for re- FOR FOR No concerns identified. appointment. To appoint a Director in place of Mr. Subir Purkayastha (DIN: 15-Sep-17 Petronet LNG Limited AGM Management 06850526) who retires by rotation and being eligible offers himself for FOR FOR No concerns identified. re-appointment. To appoint a Director in place of Mr. D. K. Sarraf (DIN: 00147870) who 15-Sep-17 Petronet LNG Limited AGM Management retires by rotation and being eligible offers himself for re- FOR FOR No concerns identified. appointment. Appointment compliant with law. No Governance concern has been 15-Sep-17 Petronet LNG Limited AGM Management To appoint Statutory Auditors and fix their remuneration. FOR FOR identified. To appoint Mr. G. K. Satish (DIN 06932170) as Director of the 15-Sep-17 Petronet LNG Limited AGM Shareholders FOR FOR No concerns identified. Company liable to retire by rotation. To appoint Dr. T. Natarajan (DIN 00396367) as Director of the 15-Sep-17 Petronet LNG Limited AGM Shareholders FOR FOR No concerns identified. Company liable to retire by rotation. To appoint Mr. D. Rajkumar (DIN 00872597) as Director of the 15-Sep-17 Petronet LNG Limited AGM Shareholders FOR FOR No concerns identified. Company liable to retire by rotation. To approve remuneration payable to Cost Auditor of the Company for 15-Sep-17 Petronet LNG Limited AGM Management FOR FOR Compliant with law, no concern identified. the financial year 2017-18. 15-Sep-17 Petronet LNG Limited AGM Management Approval to enter into Related Party Transactions. FOR FOR No major concerns identified. 15-Sep-17 Petronet LNG Limited AGM Management To appoint Mr. Subhash Kumar (DIN 07905656) as Director (Finance). FOR FOR No concerns identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 59 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

15-Sep-17 Petronet LNG Limited AGM Management To appoint Mr. Rajender Singh (DIN 06435374) as Director (Technical). FOR FOR No concerns identified. 15-Sep-17 Petronet LNG Limited AGM Management Approval to increase FII limits from 30% to 40%. FOR FOR Compliant with law, no concern identified. Approval of the Scheme of Amalgamation, in terms of circular no. CFD/DIL3/CIR/2017/21, dated March 10, 2017 (erstwhile circular no. CIR/CFD/CMD/16/2015 dated November 30, 2015), as issued by the Securities and Exchange Board of India between PIPL Business 15-Sep-17 NIIT Technologies Limited PB Management Advisors and Investment Private Limited (“Amalgamating Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 1”) and GSPL Advisory Services and Investment Private Limited (“Amalgamating Company 2”) and NIIT Technologies Limited (“Company”/“Amalgamated Company”) and their respective Shareholders and Creditors. Gujarat State Fertilizers & 16-Sep-17 AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Chemicals Limited Gujarat State Fertilizers & 16-Sep-17 AGM Management Declaration of Dividend on equity shares FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Chemicals Limited Gujarat State Fertilizers & Re-Appointment of Shri Anil Mukim, who retires by rotation and being 16-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Chemicals Limited eligible, offers himself for reappointment. Gujarat State Fertilizers & 16-Sep-17 AGM Management Appointment and remuneration of statutory auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Chemicals Limited Gujarat State Fertilizers & Ratification of Remuneration of Cost Auditors for the Financial Year 16-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Chemicals Limited 2017-18 Adoption of audited Balance Sheet as at March 31, 2017, and the 18-Sep-17 Infibeam Incorporation Limited AGM Management Statement of Profit and Loss for the year ended on that date together FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. with the Reports of the Board of Directors and the Auditors thereon.

Re-Appointment of Mr. Vishal Mehta (DIN: 03093563), liable to retire 18-Sep-17 Infibeam Incorporation Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. by rotation and being eligible, offers himself for re-appointment.

18-Sep-17 Infibeam Incorporation Limited AGM Management Ratification of Appointment of Statutory Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

18-Sep-17 Infibeam Incorporation Limited AGM Management Ratification of Appointment of Joint Statutory Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

18-Sep-17 Orient Paper & Industries Limited PB Management Appointment of Miss Avani Birla to Place of profit FOR FOR No governance concern identified. Adoption of Balance Sheet, Statement of Profit and Loss, Report of 18-Sep-17 Whirlpool of India Limited AGM Management the Board of Directors and Auditors for the financial year ended FOR FOR No audit qualifications. March 31, 2017. Declaration of final dividend for the financial year ended March 31, 18-Sep-17 Whirlpool of India Limited AGM Management FOR FOR Compliant with law, no concern identified. 2017. To re-appoint Mr. Anil Berera (DIN: 00306485) as Director, who 18-Sep-17 Whirlpool of India Limited AGM Management retires by rotation and being eligible, offers himself for FOR FOR Compliant with law, no concern identified. reappointment. Appointment of M/s MZSK & Associates (Firm Registration Number: 18-Sep-17 Whirlpool of India Limited AGM Management 105047W), Chartered Accountants, as Auditors from the conclusion of FOR FOR Compliant with law, no concern identified. 56th AGM until the conclusion of the 61st AGM.

Ratification of remuneration of M/s R. J. Goel & Co., Cost accountants 18-Sep-17 Whirlpool of India Limited AGM Management FOR FOR Compliant with law, no concern identified. (Firm Registration No. 000026) as Cost auditors for FY 2017-18.

Consider and adopt the audited financial statements, reports of the 18-Sep-17 WABCO India Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Board of directors and auditors for the year ended 31st March 2017 18-Sep-17 WABCO India Limited AGM Management Declaration of dividend FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Mr. Jorge Solis (DIN: 07119701) who retires by 18-Sep-17 WABCO India Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation Ratification of the appointment of M/s. S.R. Batliboi & Associates LLP 18-Sep-17 WABCO India Limited AGM Management (Firm registration no. 101049W), Chartered Accountants, Chennai as FOR FOR Compliant with Law, no governance issue identified. Statutory Auditors for the fourth consecutive year

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 60 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 Ratification of the remuneration payable to Mr. A N Raman, Practising 18-Sep-17 WABCO India Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Cost Accountant as Cost Auditor for 2017-18. Approval of material related party transactions with WABCO Europe 18-Sep-17 WABCO India Limited AGM Management FOR FOR No major concerns identified. BVBA To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended 18-Sep-17 NBCC (India) Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. March 31, 2017 along with reports of the Board of Directors and Auditors thereon. To confirm the payment of interim dividend amounting to Rs. 0.53 (Fifty-Three Paise) per equity share of Rs. 2/- each and to declare a 18-Sep-17 NBCC (India) Limited AGM Management FOR FOR Compliant with law, no concern identified. Final Dividend of Rs. 1.10/- (Rupees One and Ten Paise) per equity share of Rs. 2/- each for the financial year ended March 31, 2017. To appoint a Director in place of Shri Rajendra Ramsharan Chaudhari 18-Sep-17 NBCC (India) Limited AGM Management (DIN 07151492), who retires by rotation and being eligible, offers FOR FOR Appointment Complaint with Law. No concern identified. himself for re-appointment. To authorize Board of Directors to fix remuneration of the Statutory 18-Sep-17 NBCC (India) Limited AGM Management FOR FOR Compliant with law, no concern identified. Auditor(s) of the Company for the FY 2017-18. 18-Sep-17 NBCC (India) Limited AGM Management To ratify the remuneration of the Cost Auditor for the FY 2016-17. FOR FOR Compliant with law, no concern identified.

18-Sep-17 NBCC (India) Limited AGM Management To ratify the remuneration of the Cost Auditor for the FY 2017-18. FOR FOR Compliant with law, no concern identified. To appoint Shri Manoj Kumar (DIN: 00455180) as Director of the 18-Sep-17 NBCC (India) Limited AGM Management FOR FOR No concerns identified. company. 19-Sep-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 19-Sep-17 Oberoi Realty Limited AGM Management To declare dividend on Equity Shares FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Mr. Vikas Oberoi as a Director, who retires by 19-Sep-17 Oberoi Realty Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation. 19-Sep-17 Oberoi Realty Limited AGM Management Appointment of Statutory Auditors FOR FOR Appointment compliant with law. No governance issue observed. Ratification of remuneration compliant 19-Sep-17 Oberoi Realty Limited AGM Management Ratification of remuneration payable to Cost Auditors FOR FOR with law Approval of offer or invitation to subscribe non-convertible 19-Sep-17 Oberoi Realty Limited AGM Management FOR FOR No dilution in shareholding. Proposed issue is in accordance with law. debentures Approval of issue of equity shares and/or any other securities 19-Sep-17 Oberoi Realty Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. convertible into equity by way of public offer or private placement. Scheme of Amalgamation between Telenor (India) Communications Private Limited and Bharti Airtel Limited and their respective 19-Sep-17 Bharti Airtel Limited CCM (Equity Shareholders) Management FOR ABSTAIN Due to lack of adequate data, we abstain from voting. shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 To consider and adopt the (a) audited Standalone Financial Statements for the financial year ended 31st March, 2017, and the Report(s) of the Directors and 19-Sep-17 OCL India Limited AGM Management Auditors thereon; and FOR FOR Compliant with Accounting Standards, no audit qualifications. (b) audited Consolidated Financial Statements for the financial year ended 31st March, 2017 and the Report of the Auditors thereon.

To declare dividend of ₹5 (250%) per equity share of ₹2 each of the 19-Sep-17 OCL India Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Company. 19-Sep-17 OCL India Limited AGM Management Reappointment of Mr. Gautam Dalmia who retires by rotation FOR FOR No concerns identified. Appointment of M/s. S. S. Kothari Mehta & Co., Chartered 19-Sep-17 OCL India Limited AGM Management FOR FOR Appointment compliant with law. Accountants as Statutory Auditor for a term of 5 years Ratification of remuneration of Cost Auditor is compliant with law, no 19-Sep-17 OCL India Limited AGM Management Ratification of remuneration of cost auditors. FOR FOR concern identified 19-Sep-17 OCL India Limited AGM Management Revision in terms of remuneration of Mr. Amandeep FOR FOR No governance concern identified. Approve related party transaction entered into/to be entered into by 19-Sep-17 OCL India Limited AGM Management the Company during the financial year 2016-17 and /or 2017-18 with FOR FOR Compliant with Law, no governance issue identified. Dalmia Cement East Limited, a fellow subsidiary of the Company

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 61 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 Tamil Nadu Newsprint & Papers 19-Sep-17 AGM Management Adoption of Accounts for the financial year ended 31" March 2017. FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited Tamil Nadu Newsprint & Papers 19-Sep-17 AGM Management Declaration of Dividend for the financial year 2016-17. FOR FOR No concerns identified. Limited Tamil Nadu Newsprint & Papers Re-appointment of Thiru K Shanmugam, IAS (DIN 00794191) as 19-Sep-17 AGM Management FOR FOR No concerns identified. Limited Director who retires by rotation. Tamil Nadu Newsprint & Papers Approval of remuneration to M/s. Raman Associate, (Firm Regn. No. 19-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited 00291OS), Statutory Auditors. Tamil Nadu Newsprint & Papers Ratification of remuneration to M/s. Raman & Associates, (Firm Regn. 19-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited No. 0050), Cost Auditors. Tamil Nadu Newsprint & Papers 19-Sep-17 AGM Shareholders Appointment of Thiru Atulya Misra, IAS (DIN 02210369) as a Director. FOR FOR Appointment Complaint with Law. No concern identified. Limited Tamil Nadu Newsprint & Papers Appointment of Dr. R. Selvaraj, IAS (DIN 01797405) as Managing 19-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Director. Tamil Nadu Newsprint & Papers Approval of extension of contractual engagement of Thiru A. 19-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited Velliangiri (DIN 00153169) as Deputy Managing Director. Tamil Nadu Newsprint & Papers Re-appointment of Thiru V. Narayanan (DIN 00081673) as an 19-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited lndependent Director. Tamil Nadu Newsprint & Papers Re-appointment of Thiru M. R. Kumar (DIN 03628755) as an 19-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Independent Director. Tamil Nadu Newsprint & Papers Re-appointment of Thiru V. Nagappan (DIN 01271378) as an 19-Sep-17 AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Limited Independent Director. Tamil Nadu Newsprint & Papers Appointment of Tmt. Soundara Kumar (DIN 01974515) as an 19-Sep-17 AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Limited Independent Director. To receive, consider and adopt the Audited Financial Statements Though, the Audit Committee was non-compliant for the major part of Power Grid Corporation of India (including Consolidated Financial Statements) of the 19-Sep-17 AGM Management FOR FOR the financial year, however, the Annual Financial Statements were Limited Company for the Financial Year ended 31st March, 2017, the Report recommended to the Board by a compliant Audit Committee. of the Board of Directors and Auditors thereon. Power Grid Corporation of India To note the payment of interim dividend and declare final dividend 19-Sep-17 AGM Management FOR FOR Sufficient liquid assets, no concern identified. Limited for the Financial Year 2016-17. To appoint a Director in place of Shri Ravi P. Singh (DIN: 05240974), Power Grid Corporation of India 19-Sep-17 AGM Management who retires by rotation and being eligible, offers herself for re- FOR FOR No concerns identified. Limited appointment Power Grid Corporation of India To fix the remuneration of the Statutory Auditors for the Financial 19-Sep-17 AGM Management FOR FOR The proposal is compliant with the law, no concern has been identified. Limited Year 2017-18. Power Grid Corporation of India Appointment of Shri K. Sreekant (DIN: 06615674) as a Director liable 19-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited to retire by rotation Power Grid Corporation of India Appointment of Shri Prabhakar Singh (DIN: 01391766) as a Director 19-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited liable to retire by rotation Power Grid Corporation of India Appointment of Shri Tse Ten Dorji (DIN: 03469466) as an Independent 19-Sep-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Director Power Grid Corporation of India Appointment of Ms. Jyotika Kalra (DIN: 07179640) as an Independent 19-Sep-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited Director for the period – 16th February, 2017 to 6th April, 2017. Power Grid Corporation of India Ratification of remuneration of the Cost Auditors for the Financial 19-Sep-17 AGM Management FOR FOR The proposal is compliant with the law, no concern has been identified. Limited Year 2017-18. Power Grid Corporation of India 19-Sep-17 AGM Management Enhancement of borrowings from ₹ 1,50,000 crore to ₹ 1,80,000 crore FOR FOR Compliant with Law, no governance issue identified. Limited To raise funds up to ₹ 20,000 crore, from domestic market through issue of secured / unsecured, non-convertible, noncumulative/ Power Grid Corporation of India 19-Sep-17 AGM Management cumulative, redeemable, taxable / tax-free Debentures/Bonds under FOR FOR Compliant with Law, no governance issue identified. Limited Private Placement during the Financial year 2018-19 in up to twenty tranches/offers. Comparative Table depicting the existing and the proposed version of Power Grid Corporation of India To alter the object clause of the Memorandum of Association of the 19-Sep-17 AGM Management FOR FOR MoA & AoA provided with the Notice, no governance issue has been Limited Company in line with the provisions of Companies Act, 2013 identified. Comparative Table depicting the existing and the proposed version of Power Grid Corporation of India To alter the Articles of Association of the Company in line with the 19-Sep-17 AGM Management FOR FOR MoA & AoA provided with the Notice, no governance issue has been Limited provisions of Companies Act, 2013. identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 62 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 To receive, consider and adopt the Audited Standalone as well as Consolidated Financial Statements of the Company for the year 19-Sep-17 Engineers India Limited AGM Management FOR FOR No audit qualifications. ended 31st March, 2017 together with the Reports of Directors and Auditors thereon. 19-Sep-17 Engineers India Limited AGM Management To consider declaration of final dividend on equity shares. FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. Ajay Narayan Deshpande (DIN: 19-Sep-17 Engineers India Limited AGM Management 03435179), who retires by rotation and being eligible, offers himself FOR FOR No concerns identified. for reappointment 19-Sep-17 Engineers India Limited AGM Management To fix remuneration of Auditors for the financial year 2017-18. FOR FOR Compliant with law, no concern identified. To appoint Mr. Vipin Chander Bhandari (DIN: 07550501) as Director 19-Sep-17 Engineers India Limited AGM Shareholders FOR FOR No concerns identified. (HR) of the Company. To appoint Mr. Rakesh Kumar Sabharwal (DIN: 07484946) as Director 19-Sep-17 Engineers India Limited AGM Shareholders FOR FOR No concerns identified. (Commercial) of the Company. To appoint Ms. Shazia Ilmi Malik (DIN: 07777804) as Non-Official Part- 19-Sep-17 Engineers India Limited AGM Shareholders FOR FOR No concerns identified. time Independent Director of the Company. To appoint Mr. Jagdish Chander Nakra (DIN: 07676468) as Director 19-Sep-17 Engineers India Limited AGM Shareholders FOR FOR No concerns identified. (Projects) of the Company. To receive, consider and adopt the Financial Statements (Standalone and Consolidated) of the Company for the year Container Corporation of India ended 31st March, 2017, including Balance Sheet as at 31st March, 20-Sep-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited 2017, the Statement of Profit and Loss for the year ended on that date and the Reports of Board of Directors and Auditors thereon. To confirm the payment of Interim dividend and to declare Final Container Corporation of India 20-Sep-17 AGM Management dividend on equity shares for the financial year ended 31st FOR FOR Sufficient resources to pay dividend, no governance issue identified. Limited March,2017. To appoint a Director in place of Dr. P. Alli Rani , Director (Finance) Container Corporation of India 20-Sep-17 AGM Management (DIN: 02305257), who retires by rotation and being eligible, offers FOR FOR No major concerns identified. Limited herself for reappointment. To appoint a Director in place of Shri S. K. Sharma, Director Container Corporation of India 20-Sep-17 AGM Management (Government Nominee) (DIN: 07522844), who retires by rotation and FOR FOR No major concerns identified. Limited being eligible, offers himself for reappointment. Container Corporation of India To take note of appointment of Statutory Auditors and authorisation 20-Sep-17 AGM Management FOR FOR No major concerns identified. Limited for their remuneration. Container Corporation of India Appointment of Shri V. Kalyana Rama, as Chairman and Managing 20-Sep-17 AGM Management FOR FOR No major concerns identified. Limited Director. To receive, consider and adopt a) the audited Standalone Financial Statements of the Company and b) the audited Consolidated Financial 20-Sep-17 Dalmia Bharat Limited AGM Management FOR FOR Unqualified accounts. Compliant with the Law Statements of the Company for the financial year ended on 31st March, 2017 and the Report of the Directors and Auditors thereon. To declare Dividend on equity shares for the financial year ended on 20-Sep-17 Dalmia Bharat Limited AGM Management FOR FOR Compliant with law, no concern identified. 31st March, 2017. To appoint Mr. Jayesh Nagindas Doshi as director, who retired by Appointment compliant with law. No Governance concern has been 20-Sep-17 Dalmia Bharat Limited AGM Management FOR FOR rotation and being eligible, offers himself for re-appointment identified. 20-Sep-17 Dalmia Bharat Limited AGM Management Appointment of Statutory Auditors and fix their remuneration. FOR FOR Ratification compliant with law. Payment of variable pay to Mr. Jayesh Nagindas Doshi as whole Time 20-Sep-17 Dalmia Bharat Limited AGM Management FOR FOR No governance concern identified. Director and CFO 20-Sep-17 Dalmia Bharat Limited AGM Management Revision in remuneration payable to Mr. Jai Hari Dalmia FOR FOR Remuneration has been fair in past. 20-Sep-17 Dalmia Bharat Limited AGM Management Revision in remuneration payable to Mr. Yadu Hari Dalmia FOR FOR Remuneration has been fair in past. (a) To consider and adopt the audited financial statement of the Company for the financial year ended on 31st March 2017 and the Reports of the Board of Directors and Auditors thereon. 20-Sep-17 Limited AGM Management FOR FOR No audit qualifications. (b) To consider and adopt the Audited consolidated financial statement of the Company for the financial year ended on 31st March 2017 and the reports of Auditors thereon.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 63 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

To confirm the Interim Dividend of Rs. 3/- (Rs. 10/- Face value per share) and Rs. 0.90 per equity share (Face value of Rs. 1/-) already 20-Sep-17 Bharat Electronics Limited AGM Management FOR FOR Compliant with law, no concern identified. paid in February 2017 & March 2017 respectively and to declare Final Dividend of Rs. 1.05/- per Equity Share (Face value of Rs. 1/-). To appoint a Director in place of Mr. Nataraj Krishnappa (DIN: 20-Sep-17 Bharat Electronics Limited AGM Management 07506012), who retires by rotation and being eligible, offers himself FOR FOR No concerns identified. for re-appointment. 20-Sep-17 Bharat Electronics Limited AGM Shareholders Appointment of Ms. Anandi Ramalingam (DIN: 07616518) as Director. FOR FOR No concerns identified.

20-Sep-17 Bharat Electronics Limited AGM Shareholders Appointment of Mr. M V Gowtama (DIN: 07628039) as Director. FOR FOR No concerns identified.

20-Sep-17 Bharat Electronics Limited AGM Shareholders Appointment of Mr. R N Bagdalkar (DIN: 07715648) as Director. FOR FOR No concerns identified. 20-Sep-17 Bharat Electronics Limited AGM Management Ratification of remuneration of the Cost Auditor. FOR FOR Compliant with law, no concern identified. 20-Sep-17 Bharat Electronics Limited AGM Management Approval for the Issue of Bonus Shares. FOR FOR Compliant with law, no concern identified. 20-Sep-17 Limited AGM Management To adopt Financial Results for the year ended 31" March, 2017 FOR FOR Unqualified Financial Statements, no governance issue identified. To appoint Mr. George Jacob Muthoot who retires by rotation and Legal interpretation of the resolution is not clear and hence, we abstain 20-Sep-17 Muthoot Finance Limited AGM Management FOR ABSTAIN being eligible offers himself for re-appointment from voting. To appoint Mr. Alexander Muthoot George who retires by rotation 20-Sep-17 Muthoot Finance Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. and being eligible offers himself for re-appointment. To appoint M/s Varma & Varma, Chartered Accountants as Statutory 20-Sep-17 Muthoot Finance Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditors of the Company and fixing their remuneration To approve offer or invitation to subscribe to Non-Convertible Proposal is in ordinary course of business. Compliant with law. No 20-Sep-17 Muthoot Finance Limited AGM Management FOR FOR Debentures on private placement basis. concern identified. 20-Sep-17 Muthoot Finance Limited AGM Management To re-appoint Ms. Pamela Anna Mathew as Independent Director FOR FOR Compliant with Law, no governance issue identified. 20-Sep-17 Muthoot Finance Limited AGM Management To appoint Mr. Jose Mathew as Independent Director FOR FOR Compliant with Law, no governance issue identified. To appoint Justice (Retd.) Jacob Benjamin Koshy as Independent 20-Sep-17 Muthoot Finance Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director 20-Sep-17 Muthoot Finance Limited AGM Management To appoint Mr. Pratip Chaudhuri as Independent Director FOR FOR Compliant with Law, no governance issue identified. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 21-Sep-17 Sharda Cropchem Ltd AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017, together with the Reports of the Board of Directors and Auditors thereon. To receive, consider and adopt the Audited Consolidated Financial 21-Sep-17 Sharda Cropchem Ltd AGM Management Statements of the Company for the Financial Year ended March 31, FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017, together with the Report of the Auditors thereon. To confirm the payment of Interim Dividend as Final Dividend for the 21-Sep-17 Sharda Cropchem Ltd AGM Management FOR FOR Interim dividends already paid. Enough profits earned by the Company. Financial Year ended March 31, 2017. To appoint a Director in place of Mrs. Sharda R. Bubna (DIN: 21-Sep-17 Sharda Cropchem Ltd AGM Management 00136760), who retires by rotation and being eligible, offers herself FOR FOR Compliant with Law, no governance issue identified. for re-appointment 21-Sep-17 Sharda Cropchem Ltd AGM Management Ratification of Appointment of Statutory Auditor FOR FOR Compliant with Law, no governance issue identified. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the 21-Sep-17 HCL Technologies Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Company for the financial year ended March 31, 2017 together with the Reports of the Board of Directors and Auditors thereon 21-Sep-17 HCL Technologies Limited AGM Management Re-appointment of Mr. Sudhindar Krishan Khanna as Director FOR FOR Compliant with Law, no governance issue identified. 21-Sep-17 HCL Technologies Limited AGM Management Ratification of appointment of Statutory Auditors FOR FOR Compliant with Law, no governance issue identified. Re-appointment of Mr. Shiv Nadar as the Managing Director of the 21-Sep-17 HCL Technologies Limited AGM Management FOR FOR No major concerns identified. Company Appointment of Mr. Deepak Kapoor as an Independent Director of 21-Sep-17 HCL Technologies Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. the Company

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 64 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

Adoption of Balance sheet and Profit & Loss account (Standalone & 21-Sep-17 AGM Management Consolidated) for the financial year ended on March, 2017, the FOR FOR Compliant with Accounting Standards, no audit qualifications. reports of the Board of Directors and Auditors thereon. 21-Sep-17 Escorts Limited AGM Management Approval of dividend for the financial year 2016-2017. FOR FOR Compliant with law, no concern identified. Re-appointment of Ms. Nitasha Nanda as Director who retires by 21-Sep-17 Escorts Limited AGM Management FOR FOR No major concerns identified. rotation. Re-appointment of Mr. G. B. Mathur as Director who retires by 21-Sep-17 Escorts Limited AGM Management FOR FOR No major concerns identified. rotation. 21-Sep-17 Escorts Limited AGM Management Appointment of Auditors and fixing of their remuneration. FOR FOR Appointment Complaint with Law. No concern identified. 21-Sep-17 Escorts Limited AGM Management Approval for payment of remuneration to the Cost Auditor. FOR FOR Compliant with law, no concern identified. Approval for payment of Professional Fee to Mr. G.B. Mathur, 21-Sep-17 Escorts Limited AGM Management FOR FOR No major concerns identified. Director of the Company Re-appointment of Mr. Nikhil Nanda as Managing Director and fixing 21-Sep-17 Escorts Limited AGM Management FOR FOR No major concerns identified. of his remuneration. Re-appointment of Mr. P.H. Ravikumar as an Independent Director of 21-Sep-17 Escorts Limited AGM Shareholders FOR FOR No major concerns identified. the Company. Re-appointment of Mrs. Vibha Paul Rishi as an Independent Director 21-Sep-17 Escorts Limited AGM Shareholders FOR FOR No major concerns identified. of the Company. To receive, consider, approve and adopt the audited standalone & Rural Electrification Corporation consolidated financial statements of the Company for the financial 21-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited year ended March 31, 2017 along with the Reports of the Board of Directors and Auditors thereon To confirm the payment of Interim Dividend and declare Final Rural Electrification Corporation 21-Sep-17 AGM Management Dividend on equity shares of the Company for the financial year 2016- FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited 17. To appoint a Director in place of Dr. Arun Kumar Verma (DIN: Rural Electrification Corporation 21-Sep-17 AGM Management 02190047), who retires by rotation and being eligible, offers himself FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited for re-appointment. Rural Electrification Corporation To fix the remuneration of Statutory Auditors for the financial year 21-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited 2017-18. Entering into transactions with Energy Efficiency Services Limited Rural Electrification Corporation (EESL) or any other associate company(ies) (present or future) of 21-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited Rural Electrification Corporation Limited in pursuance of the provisions of the Companies Act, 2013 and Rules made thereunder. Rural Electrification Corporation 21-Sep-17 AGM Management Approval for Private Placement of securities. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited 21-Sep-17 Repco Home Finance Limited AGM Management Adoption of accounts FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To declare dividend on equity shares of the company for the financial 21-Sep-17 Repco Home Finance Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. year ended March 31, 2017. 21-Sep-17 Repco Home Finance Limited AGM Management Re-appointment of Shri. L. Munishwar Ganesan. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

21-Sep-17 Repco Home Finance Limited AGM Management Appointment of Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Appointment of Dr. P. Umanath, I.A.S as a Director liable to retire by 21-Sep-17 Repco Home Finance Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation Appointment of Ms. R. S. Isabella as a Director liable to retire by 21-Sep-17 Repco Home Finance Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation Offer or invite subscription for Non-Convertible Debentures (NCD) 21-Sep-17 Repco Home Finance Limited AGM Management and Commercial Paper (CP) aggregating to Rs. 3,000 Crore and Rs. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 800 Crore respectively on private placement. To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2017, including the Audited Balance Sheet and the Statement 21-Sep-17 Brigade Enterprises Limited AGM Management FOR FOR Compliant with law. No Audit Qualifications. of Profit and Loss and the Cash Flow Statement for the year ended on that date together with the reports of the Board of Directors and Auditors thereon

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 65 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 21-Sep-17 Brigade Enterprises Limited AGM Management To declare Dividend. FOR FOR Compliant with law, no concern identified. To appoint a Director in place of Mr. M. R. Jaishankar (DIN: 21-Sep-17 Brigade Enterprises Limited AGM Management 00191267), who retires by rotation and being eligible, offers himself FOR FOR Compliant with law, no concern identified. for re-appointment. Annual ratification of the appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Registration No. 21-Sep-17 Brigade Enterprises Limited AGM Management FOR FOR Compliant with law, no concern identified. 101049W/E300004) as Statutory Auditors and authorizing the Board of Directors to fix their remuneration. Re-appointment of Mr. M.R. Jaishankar (DIN: 00191267), as Chairman 21-Sep-17 Brigade Enterprises Limited AGM Management FOR FOR Compliant with law, no concern identified. & Managing Director of the Company. Re-appointment of Ms. Githa Shankar (DIN: 01612882), as Whole 21-Sep-17 Brigade Enterprises Limited AGM Management FOR FOR Compliant with law, no concern identified. Time Director of the Company. Approve the remuneration payable to M/s GNV & Associates, Cost 21-Sep-17 Brigade Enterprises Limited AGM Management FOR FOR Compliant with law, no concern identified. Auditors for the Financial Year 2016-17. 21-Sep-17 Brigade Enterprises Limited AGM Management Brigade Employee Stock Option Plan 2017 FOR FOR Compliant with law, no concern identified. 21-Sep-17 Brigade Enterprises Limited AGM Management Brigade Employee Stock Option Plan 2017 to subsidiaries FOR FOR Compliant with law, no concern identified. Approval of Audited Financial Statements including Consolidated 21-Sep-17 BEML Limited AGM Management Financial Statement for the year 2016-17 along with reports of Board FOR ABSTAIN Abstain and Auditors thereon. 21-Sep-17 BEML Limited AGM Management Consider and declare the Dividend for the year 2016-17. FOR FOR No concern is identified relating to payment of Dividend. Re-election of Mr. Aniruddh Kumar as Director (Rail & Metro 21-Sep-17 BEML Limited AGM Management FOR FOR No concerns identified. Business). 21-Sep-17 BEML Limited AGM Management Re-election of Mr. Sanjay Prasad as Director. FOR FOR No concerns identified. Fixation of remuneration of the Statutory Auditors for the year 2017- 21-Sep-17 BEML Limited AGM Management FOR FOR Compliant with law, no concern identified. 18. 21-Sep-17 BEML Limited AGM Management Ratification of Remuneration to Cost Auditors for the year 2017-18. FOR FOR Compliant with law, no concern identified. Adoption of Annual Accounts and Reports thereon for the Financial 21-Sep-17 BLS International Services Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Year ended 31st March, 2017. Declaration of Final Dividend of Rs. 3/- per equity share for the year 21-Sep-17 BLS International Services Limited AGM Management FOR FOR Compliant with law, no concern identified. ended 31st March, 2017. Re-Appointment of M/s S.S. Kothari Mehta & Co. Chartered 21-Sep-17 BLS International Services Limited AGM Management FOR ABSTAIN No clarity on appointment for just 1 year. Accountants, as Statutory Auditors of the Company. Appointment of Mr. Sarthak Behuria as Independent Director of the 21-Sep-17 BLS International Services Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Company. Appointment of Mr. Surinder Singh Kohli as Independent Director of 21-Sep-17 BLS International Services Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. the Company. Appointment of Mr. Karan Aggarwal as Executive Director of the 21-Sep-17 BLS International Services Limited AGM Management FOR FOR No major concerns identified. Company. 21-Sep-17 BLS International Services Limited AGM Management Authorisation for Alteration of Article of Association of the company. FOR FOR Compliant with law, no concern identified.

21-Sep-17 BLS International Services Limited AGM Management Approval for Related Party Transactions. FOR FOR Compliant with law, no concern identified.

Approval of the shareholders to the Scheme of arrangement for the transfer of three business undertakings of Brigade Enterprises Limited namely, the hotels business undertaking, integrated clubs and 21-Sep-17 Brigade Enterprises Limited CCM (Equity Shareholders) Management convention centres business undertaking and Augusta Club business FOR FOR Compliant with law, no concern identified. undertaking on a going concern basis to Brigade Hotel Ventures Limited, Brigade Hospitality Services Limited and Augusta Club Private Limited respectively. CG Power and Industrial Solutions 22-Sep-17 AGM Management Adoption of financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited CG Power and Industrial Solutions 22-Sep-17 AGM Management Re-appointment of Director retiring by rotation - Mr Gautam Thapar FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited CG Power and Industrial Solutions 22-Sep-17 AGM Management Re-appointment of Director retiring by rotation - Mr Omkar Goswami FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited CG Power and Industrial Solutions 22-Sep-17 AGM Management Ratification of Appointment of Statutory Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited CG Power and Industrial Solutions 22-Sep-17 AGM Management Ratification of remuneration of Cost Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 66 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 CG Power and Industrial Solutions 22-Sep-17 AGM Shareholders Appointment of Mr. Jitender Balakrishnan as an Independent Director FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Limited Adoption of the Audited Financial Statements (Standalone and 22-Sep-17 NMDC Limited AGM Management Consolidated) of the Company for the financial year ended 31st FOR FOR Compliant with Accounting Standards, no audit qualifications. March 2017 Confirmation of the payment of first Interim dividend and declaration 22-Sep-17 NMDC Limited AGM Management FOR FOR Sufficient resources to pay dividend, no governance issue identified. of final dividend for the financial year 2016-17 Appointment of Shri Devinder Singh Ahluwalia (DIN: 02164448) as 22-Sep-17 NMDC Limited AGM Management FOR FOR No major concerns identified. director, who retires by rotation Appointment of Dr. Narendra K Nanda, (DIN: 02455894) as director, 22-Sep-17 NMDC Limited AGM Management FOR FOR No major concerns identified. who retires by rotation Authorize the Board to fix the remuneration of the Statutory Auditors 22-Sep-17 NMDC Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. of the Company for the financial year 2017-18 22-Sep-17 NMDC Limited AGM Shareholders Appointment of Shri Saraswati Prasad (DIN: 07729788) as a Director FOR FOR No major concerns identified.

22-Sep-17 NMDC Limited AGM Management Ratification of the remuneration of the Cost Auditors for FY 2017-18 FOR FOR Ratification compliant with law.

To consider and adopt the Audited Financial Statements (including the Audited Consolidated Financial Statements) of the Company for 22-Sep-17 Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. the financial year ended 31st March 2017, and the reports of the Board of Directors and the Auditors thereon. To declare dividend on the Equity Shares of the Company for the 22-Sep-17 Grasim Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. financial year ended 31st March 2017. To appoint a Director in place of Mr. Kumar Mangalam Birla (DIN: 22-Sep-17 Grasim Industries Limited AGM Management 00012813), who retires from office by rotation and, being eligible, FOR FOR No major concerns identified. offers himself for re-appointment. Ratification of the appointment of M/s. B S R & Co. LLP, Chartered 22-Sep-17 Grasim Industries Limited AGM Management Accountants (Registration No. 101248W/W-100022), as the Joint FOR FOR Compliant with law. No major governance concern identified. Statutory Auditors of the Company and to fix their remuneration. Appointment of S R B C & Co., LLP, Chartered Accountants 22-Sep-17 Grasim Industries Limited AGM Management (Registration No. 324982E), as the Joint Statutory Auditors of the FOR FOR Compliant with law. No major governance concern identified. Company and to fix their remuneration. 22-Sep-17 Grasim Industries Limited AGM Management Issue of Non-Convertible Debentures on private placement basis FOR FOR Compliant with law, no concern identified. Ratification of the remuneration of the Cost Auditor M/s. D.C. Dave & 22-Sep-17 Grasim Industries Limited AGM Management Co., Cost Accountants (Registration No. 000611), for financial year FOR FOR Compliant with law. No major governance concern identified. ending 31st March 2018 22-Sep-17 Grasim Industries Limited AGM Management Adoption of New set of Articles of Association. FOR FOR Complaint with Law. No major Governance concern identified. To consider and adopt (a) the Audited Financial Statement of the Company for the financial year ended March 31, 2017 and the reports of the Board of Directors 22-Sep-17 Jindal Steel & Power Limited AGM Management and Auditors’ thereon; and FOR FOR Compliant with law. No major governance concern identified. (b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2017 and the report of Auditors’ thereon To appoint Mr. Naveen Jindal (DIN: 00001523), who retires by 22-Sep-17 Jindal Steel & Power Limited AGM Management rotation and being eligible, offers himself for re-appointment as a FOR FOR Compliant with Law, no governance issue identified. Director To appoint Mr. Rajeev Rupendra Bhadauria (DIN: 00376562), who 22-Sep-17 Jindal Steel & Power Limited AGM Shareholders retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with Law, no governance issue identified. appointment as a Director To ratify the appointment of M/s Lodha & Co., Chartered Accountants (Firm Registration No. 301051E), as Statutory Auditors of the 22-Sep-17 Jindal Steel & Power Limited AGM Management Company from the conclusion of 38th Annual General Meeting till the FOR FOR Compliant with Law, no governance issue identified. conclusion of 39th Annual General Meeting of the Company and to fix their remuneration To ratify the remuneration of Cost Auditors for the financial year 22-Sep-17 Jindal Steel & Power Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. ending March 31, 2018

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 67 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 To appoint Mr. Kuldip Chander Sood (DIN: 01148992) as an 22-Sep-17 Jindal Steel & Power Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Independent Director To appoint Dr. Amar Singh (DIN: 07800513) as an Independent 22-Sep-17 Jindal Steel & Power Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Director 22-Sep-17 Jindal Steel & Power Limited AGM Shareholders To appoint Mr. Anjan Barua (DIN: 01191502) as a a Nominee Director FOR FOR Compliant with Law, no governance issue identified. Contribution to Charitable Trust may not be in the interest of the 22-Sep-17 Jindal Steel & Power Limited AGM Management To contribute/make donation to charitable and other funds FOR AGAINST Company considering the losses incurred by it To re-appoint Mr. Naveen Jindal (DIN: 00001523) as a Whole-time 22-Sep-17 Jindal Steel & Power Limited AGM Management FOR FOR No major concerns identified. Director, designated as Chairman of the Company To re-appoint Mr. Rajeev Rupendra Bhadauria (DIN: 00376562) as a 22-Sep-17 Jindal Steel & Power Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Whole-time Director of the Company. To re-appoint Mr. Dinesh Kumar Saraogi (DIN: 06426609) as a Whole- 22-Sep-17 Jindal Steel & Power Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. time Director of the Company Enabling resolution, conversion shall be in terms of the guideline set by 22-Sep-17 Jindal Steel & Power Limited AGM Management Approval for conversion of loan into equity. FOR FOR RBI 22-Sep-17 Jindal Steel & Power Limited AGM Management To approve issuance of further securities FOR FOR No major concerns identified. Compliant with law. No dilution of holding to equity shareholders. No 22-Sep-17 Jindal Steel & Power Limited AGM Management To approve issuance of Non-Convertible Debentures FOR FOR governance issue identified To approve Jindal Steel & Power Limited Employee Stock Option 22-Sep-17 Jindal Steel & Power Limited AGM Management FOR FOR No major concerns identified. Scheme -2017 (“JSPL ESOP Scheme- 2017 or Scheme”)

To approve granting of options to the employees of Subsidiary 22-Sep-17 Jindal Steel & Power Limited AGM Management FOR FOR No major concerns identified. Company(ies) of the Company under JSPL ESOP Scheme -2017 22-Sep-17 Jindal Steel & Power Limited AGM Management To increase in Authorised Share Capital of the Company FOR FOR Enabling resolution, no governance issue identified. Adoption of the Audited Standalone and Consolidated Financial 22-Sep-17 Rico Auto Industries Limited AGM Management Statements for the year ended 31st March, 2017 together with the FOR FOR Complaint with law, no major concern identified. Reports of Directors’ and Auditor’s thereon. Declaration of 75% Dividend on Equity Shares for the financial year 22-Sep-17 Rico Auto Industries Limited AGM Management FOR FOR Compliant with law, no concern identified. 2016-17. 22-Sep-17 Rico Auto Industries Limited AGM Management Re-appointment of Shri Rakesh Kapur (DIN: 00100359) as Director FOR FOR Compliant with law, no concern identified.

Appointment of M/s. Walker Chandiok & Co LLP (Firm Registration 22-Sep-17 Rico Auto Industries Limited AGM Management No. 001076N/N500013), Chartered Accountants as Statutory FOR FOR Appointment Complaint with Law. No concern identified. Auditors of the Company and fixing their remuneration. 22-Sep-17 Rico Auto Industries Limited AGM Management Ratification of Remuneration of Cost Auditors FOR FOR Compliant with law, no concern identified. 22-Sep-17 Rico Auto Industries Limited AGM Management Approval of Related Party Transactions. FOR FOR Compliant with law, no concern identified. Approval of payment of Remuneration to Shri Arvind Kapur 22-Sep-17 Rico Auto Industries Limited AGM Management (DIN:00096308), Chairman, CEO & Managing Director of the FOR FOR No major governance issue identified. Company. The Audited Financial Statements of the Company for the year ended 31st March, 2017 including Audited Balance Sheet for the year ended 22-Sep-17 Zuari Agro Chemicals Limited AGM Management 31 March, 2017 and the Statement of Profit and Loss Account for the FOR FOR Compliant with Accounting Standards, no audit qualifications. year ended on that date and the Reports of the Board of Directors and Auditors thereon The Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2017 including Audited Consolidated 22-Sep-17 Zuari Agro Chemicals Limited AGM Management Balance Sheet for the year ended 31st March, 2017 and the FOR FOR No comments by SES Consolidated Statement of Profit and Loss Account for the year ended on that date and the Report of the Auditors thereon To declare dividend on Equity Shares for the Financial Year ended 31st 22-Sep-17 Zuari Agro Chemicals Limited AGM Management FOR FOR Compliant with law, no concern identified. March, 2017 To appoint a Director in the place of Mr. Akshay Poddar, (DIN 22-Sep-17 Zuari Agro Chemicals Limited AGM Management 00008686) who retires by rotation and being eligible, offers himself FOR FOR Appointment Complaint with Law. No concern identified. for re-appointment

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 68 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

To ratify appointment of M/s. S.R. Batliboi & Co., LLP, Chartered Accountants, New Delhi, Registration No. 301003E/E300005 as 22-Sep-17 Zuari Agro Chemicals Limited AGM Management FOR FOR Compliant with law, no concern identified. Statutory Auditors of the Company at such remuneration as may be fixed by the Board of Directors of the Company 22-Sep-17 Zuari Agro Chemicals Limited AGM Management Ratification of Remuneration to the Cost Auditors FOR FOR Compliant with law, no concern identified. 22-Sep-17 Zuari Agro Chemicals Limited AGM Shareholders Appointment of Mr. Sunil Sethy as Director. FOR FOR Appointment Complaint with Law. No concern identified. Appointment compliant with law. No Variable component in proposed 22-Sep-17 Zuari Agro Chemicals Limited AGM Management Appointment of Mr. Sunil Sethy as Managing Director. FOR FOR remuneration. No other governance concern observed. Waiver of recovery of excess remuneration paid to Mr. Kapil Mehan, 22-Sep-17 Zuari Agro Chemicals Limited AGM Management FOR FOR No major governance issue identified. as Managing Director for the Financial Year 2015-16 22-Sep-17 Sun TV Network Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 22-Sep-17 Sun TV Network Limited AGM Management Confirmation of Interim Dividend FOR FOR Compliant with law, no concern identified. To re-appoint a Director in the place of Mr. S. Selvam who retires by Appointment compliant with law. No Governance concern has been 22-Sep-17 Sun TV Network Limited AGM Management FOR FOR rotation identified. 22-Sep-17 Sun TV Network Limited AGM Management Appointment of Statutory Auditors FOR FOR Compliant with Law, no governance issue identified. 22-Sep-17 Sun TV Network Limited AGM Management Ratification of Remuneration of Cost Auditor FOR FOR Ratification of remuneration is in accordance with the provisions of law. Adoption of Financial statements of the Company for the year ended 22-Sep-17 Bharat Heavy Electricals Limited AGM Management 31stMarch, 2017 together with the Directors’ Report and Auditors’ FOR FOR Compliant with Accounting Standards, no audit qualifications. Report thereon 22-Sep-17 Bharat Heavy Electricals Limited AGM Management Declaration of Dividend for the financial year 2016-17 FOR FOR Compliant with law, no concern identified.

22-Sep-17 Bharat Heavy Electricals Limited AGM Management Re-appointment of Shri Subrata Biswas who retires by rotation FOR FOR No concerns identified.

22-Sep-17 Bharat Heavy Electricals Limited AGM Management Re-appointment of Shri T. Chokalingam who retires by rotation FOR FOR No concerns identified. Authorize the Board of Directors to fix the remuneration of the 22-Sep-17 Bharat Heavy Electricals Limited AGM Management FOR FOR No concerns identified. Auditors for the year 2017-18 Ratification of Remuneration of Cost Auditors for financial year 2017- Remuneration & Appointment recommended by the Audit Committee. 22-Sep-17 Bharat Heavy Electricals Limited AGM Management FOR FOR 18 Audit committee was compliant with the Law. No concern identified.

22-Sep-17 Bharat Heavy Electricals Limited AGM Shareholders Appointment of Shri Bhaskar Jyoti Mahanta as Director FOR FOR No concerns identified.

22-Sep-17 Bharat Heavy Electricals Limited AGM Shareholders Appointment of Smt. Surama Padhy as Director FOR FOR No concerns identified.

22-Sep-17 Bharat Heavy Electricals Limited AGM Management Issue of Bonus Share FOR FOR No governance concern identified.

22-Sep-17 Suzlon Energy Limited AGM Management To adopt Financial Statements, etc. for the financial year 2016-17 FOR FOR Compliant with Accounting Standards, no audit qualifications. 22-Sep-17 Suzlon Energy Limited AGM Management To re-appoint Mr. Vinod R.Tanti as Director FOR FOR Appointment compliant with law. 22-Sep-17 Suzlon Energy Limited AGM Management To re-appoint Mr. Rajiv Ranjan Jha as Director FOR FOR No concerns identified. To appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants 22-Sep-17 Suzlon Energy Limited AGM Management FOR FOR Appointment and term compliant with the Law. No governance concerns. as the Statutory Auditors of the Company To regularise Mr. Sunit Sarkar, a nominee of IDBI Bank Limited as 22-Sep-17 Suzlon Energy Limited AGM Shareholders FOR FOR Appointment compliant with law. Director 22-Sep-17 Suzlon Energy Limited AGM Management To approve remuneration of the Cost Auditors FOR FOR Enabling resolution. Compliant with the Law To reappoint Mr. Tulsi R.Tanti as the Managing Director of the 22-Sep-17 Suzlon Energy Limited AGM Management FOR FOR No concerns identified. Company and pay remuneration 22-Sep-17 Suzlon Energy Limited AGM Management To issue Securities to the extent of ₹2,000 Crores FOR FOR No concerns identified. To offer, issue and allot redeemable non-convertible debentures / Compliant with law. To refinance existing loans. No increase in the debt 22-Sep-17 Suzlon Energy Limited AGM Management non-equity linked instruments in one or more tranches to an extent of FOR FOR equity ratio ₹900 Crores on private placement basis.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 69 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

To receive, consider and adopt: a) the audited standalone financial statements of the Company for the financial year ended March 31, 2017, the reports of the Board of National Aluminium Company Directors and Independent Auditors thereon; 23-Sep-17 AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Limited b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2017, the reports of the Independent Auditors thereon;

National Aluminium Company To approve interim dividend of ₹2.80 per equity share already paid 23-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited during the year, for the financial year 2016-17. To appoint a Director in place of Shri V Balasubramanyam National Aluminium Company 23-Sep-17 AGM Management (DIN:06965313), who retires by rotation at this Annual General FOR FOR No major concerns identified. Limited Meeting and being eligible, offers himself for re-appointment. National Aluminium Company To appoint Shri Subhash Chandra (DIN 07612049) as Director of the 23-Sep-17 AGM Shareholders FOR FOR No major concerns identified. Limited Company. National Aluminium Company To appoint Shri Sanjib Kumar Roy (DIN 06756812) as Director (P&T) of 23-Sep-17 AGM Shareholders FOR FOR No major concerns identified. Limited the Company. National Aluminium Company To appoint Ms. Kiran Ghai Sinha (DIN 07726477) as Director of the 23-Sep-17 AGM Shareholders FOR FOR No major concerns identified. Limited Company. National Aluminium Company 23-Sep-17 AGM Shareholders To appoint Dr. N K Singh (DIN 03361541) as Director of the Company. FOR FOR No major concerns identified. Limited National Aluminium Company To ratify the remuneration of Cost Auditors for the financial year 2017- 23-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited 18. National Aluminium Company Appointment of Mr. Nagendra Nath Sharma (DIN: 02888318) as 23-Sep-17 AGM Shareholders FOR FOR No major concerns identified. Limited Independent Director of the Company National Aluminium Company Appointment of Ms. Achla Sinha (DIN: 02888318) as Independent 23-Sep-17 AGM Shareholders FOR FOR No major concerns identified. Limited Director of the Company Increase in Authorised Share Capital and consequent alteration to the 23-Sep-17 Bharat Forge Limited PB Management FOR FOR Compliant with law, no concern identified. Capital Clause of the Memorandum of Association. 23-Sep-17 Bharat Forge Limited PB Management Issue of Bonus shares FOR FOR Compliant with law, no concern identified.

Adoption of financial statements (including consolidated financial 23-Sep-17 Himatsingka Seide Limited AGM Management statements) of the Company for the financial year ended March 31, FOR FOR Unqualified Financial Statements, no governance issue identified. 2017 and Reports of the Board of Directors and Auditors thereon.

23-Sep-17 Himatsingka Seide Limited AGM Management To declare Dividend for the financial year ended March 31, 2017 FOR FOR Sufficient liquid assets, no concern identified. Re-appointment of Mr. D.K. Himatsingka (DIN: 00139516), 23-Sep-17 Himatsingka Seide Limited AGM Management Director retiring by rotation, who has offered himself for FOR FOR Compliant with Law, no governance issue identified. re-appointment 23-Sep-17 Himatsingka Seide Limited AGM Management Appointment of Auditors of the Company FOR FOR Compliant with Law, no governance issue identified. 23-Sep-17 Himatsingka Seide Limited AGM Management Approval to create, offer, issue and allot securities of the Company FOR FOR Compliant with Law, no governance issue identified. 23-Sep-17 Himatsingka Seide Limited AGM Management To approve re-classification of promoters FOR FOR Compliant with law, no concern identified. Fees for delivery of any document through particular mode of 23-Sep-17 Himatsingka Seide Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. delivery to a member To receive, consider and adopt the Financial Statements of the 23-Sep-17 Orient Cement Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Company for the financial year ended 31st March, 2017 Although the Company made loss in previous year, Sufficient cash and 23-Sep-17 Orient Cement Limited AGM Management To declare a final dividend FOR FOR cash equivalents To appoint a director in place of Mr. Chandrakant Birla (DIN 23-Sep-17 Orient Cement Limited AGM Management 00118473), who retires by rotation and being eligible, seeks re- FOR FOR Appointment compliant with law. appointment 23-Sep-17 Orient Cement Limited AGM Management To ratify the appointment of Statutory Auditors FOR FOR Appointment compliant with law. 23-Sep-17 Orient Cement Limited AGM Shareholders To appoint Mr. I.Y.R. Krishna Rao as an Independent Director FOR FOR No governance concern identified. Appointment compliant with law. To waive the recovery of excess remuneration paid to Mr. Desh No governance concern as waiver of remuneration is in case of 23-Sep-17 Orient Cement Limited AGM Management Deepak Khetrapal, Managing Director & CEO of the Company for the FOR FOR professional ED and losses are on account of external factors. financial year 2016-17

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 70 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 To approve the terms of remuneration of Mr. Desh Deepak Khetrapal, 23-Sep-17 Orient Cement Limited AGM Management FOR FOR No governance concerns. Remuneration has been reasonable in the past. Managing Director & CEO 23-Sep-17 Orient Cement Limited AGM Management Approval for conversion of loan into equity. FOR FOR No concerns identified. 23-Sep-17 Orient Cement Limited AGM Management To approve paying commission to directors FOR FOR No concerns identified. More than 50% of the existing borrowing limit is unutilized, however, 23-Sep-17 Orient Cement Limited AGM Management To approve increasing the borrowing limits FOR FOR Company has future expansion plans. To approve creation of Charges/ Mortgages on the movable and 23-Sep-17 Orient Cement Limited AGM Management immovable properties of the Company, both present and future, in FOR FOR No governance concern identified. respect of borrowings To fix the remuneration of Mr. Somnath Mukherjee, Cost Auditor of 23-Sep-17 Orient Cement Limited AGM Management FOR FOR Compliant with law, no concern identified. the Company 23-Sep-17 Orient Cement Limited AGM Management To approve raising of funds through issuance of securities FOR FOR No concerns identified. To receive, consider and adopt the (a) Audited Standalone Financial Statements of the Company for the year ended 31st March, 2017, together with Board’s Report, and 25-Sep-17 PTC India Limited AGM Management report of Auditor’s thereon and FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. (b) Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2017 and report of Auditor’s thereon.

25-Sep-17 PTC India Limited AGM Management To declare dividend for the Financial Year 2016-17 FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Re-appointment of Shri Ajit Kumar (DIN: 06518591) as a Director, who 25-Sep-17 PTC India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. retires by rotation Re-appointment of Shri Rajib Kumar Mishra (DIN: 06836268) as a 25-Sep-17 PTC India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director, who retires by rotation Ratification of appointment of Statutory Auditor and fix their 25-Sep-17 PTC India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Remuneration in this regard Appointment of Shri Chinmoy Gangopadhyay (DIN: 02271398) as 25-Sep-17 PTC India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Nominee Director (Non- Executive) Appointment of Shri Mahesh Kumar Mittal (DIN: 02889021) as 25-Sep-17 PTC India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Nominee Director (Non- Executive) Appointment of Shri Krishna Singh Nagnyal (DIN: 06857451) as 25-Sep-17 PTC India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Nominee Director (Non- Executive) Appointment of Shri Arun Kumar Verma (DIN: 02190047) as Nominee 25-Sep-17 PTC India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director (Non- Executive) Appointment of Shri Rakesh Kacker (DIN: 03620666) as an 25-Sep-17 PTC India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director Appointment of Shri Jayant Purushottam Gokhale (DIN: 00190075) as 25-Sep-17 PTC India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. an Independent Director 25-Sep-17 PTC India Limited AGM Shareholders Appoint of Mr. Mathew Cyriac As Director (Non-Executive) FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Consider and adopt Audited Financial Statements for the Financial 25-Sep-17 Orient Refractories Limited AGM Management Year ended 31 March,2017 and Report of the Board of Directors and FOR FOR Compliant with Accounting Standards, no audit qualifications. Auditors report thereon Declaration of dividend on Equity Shares for the year ended 31 25-Sep-17 Orient Refractories Limited AGM Management FOR FOR Compliant with law, no concern identified. March,2017 Appointment of Director in place of Mr. Erwin Jankovits who retires 25-Sep-17 Orient Refractories Limited AGM Management FOR FOR Appointment compliant with law. by rotation and being eligible offers himself for re-appointment

Appointment of M/s. Price Water House, Chartered Accountants, LLP 25-Sep-17 Orient Refractories Limited AGM Management as Statutory Auditors of the Company and to fix their remuneration FOR FOR No governance concern identified.

25-Sep-17 Orient Refractories Limited AGM Shareholders Appointment of Ms. Verena Buzzi as a Director FOR FOR Appointment compliant with law. Appointment of Mr. Parmod Sagar as Managing Director and Chief 25-Sep-17 Orient Refractories Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Executive Officer of the Company Ratification of the Remuneration of M/s. K G Goyal & Associates, Cost 25-Sep-17 Orient Refractories Limited AGM Management FOR FOR No governance concern identified. Auditors of the Company

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 71 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

To consider and adopt the audited Financial Statements of the 25-Sep-17 Limited AGM Management Company for the Financial Year ended on March 31, 2017 and the FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Reports of the Board of Directors and Auditors thereon. To confirm the interim dividend of ₹ 8.00 per equity share, already 25-Sep-17 Mahanagar Gas Limited AGM Management paid and to declare the final dividend of ₹ 11.00 per equity share for FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. the Financial Year ended on March 31, 2017. To appoint a Director in place of Mr. Akhil Mehrotra who retires by 25-Sep-17 Mahanagar Gas Limited AGM Management rotation at this meeting and being eligible, offers himself for re- FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. appointment. 25-Sep-17 Mahanagar Gas Limited AGM Management To appoint Statutory Auditors and fix their remuneration. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To approve remuneration of the Cost Auditor for the Financial Year 25-Sep-17 Mahanagar Gas Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. ending on March 31, 2018. To appoint Mrs. Radhika Haribhakti (DIN:02409519), as an 25-Sep-17 Mahanagar Gas Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director of the Company. To re-appoint Mr. Jainendar Kumar Jain (DIN: 00066452), as an 25-Sep-17 Mahanagar Gas Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Independent Director of the Company To re-appoint Ms. Susmita Sengupta (DIN: 06825311), as a Whole 25-Sep-17 Mahanagar Gas Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Time Director of the Company. To appoint Mr. Virendra Nath Datt as Non-Executive Director of the 25-Sep-17 Mahanagar Gas Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company. To appoint Mr. Sunil Porwal as Non-Executive Director of the 25-Sep-17 Mahanagar Gas Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company. 25-Sep-17 Mahanagar Gas Limited AGM Management To approve Material Related Party Transactions FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Special resolution pursuant to Sections 41, 42,62, 71, 180 and other applicable provisions of the Companies Act, 2013 and other applicable laws to authorize the Board of Directors to issue and allot further Securities to the extent of Rs. 3,000 crore which upon conversion of 25-Sep-17 OCL India Limited PB Management all securities would give rise to the issue of equity capital of an FOR FOR No concerns identified. aggregate face value up to 2.50 crore exclusive of such premium as may be fixed on such Securities, for making borrowings by way of debt based Securities to the extent of Rs. 3,000 crores and to create mortgage and /or charge up to Rs. 3,000 crores. Special Resolution seeking approval of shareholders pursuant to sections 41, 42, 62, 71 and other applicable provisions of the Companies Act, 2013 for issuance and allotment of further securities 25-Sep-17 Dalmia Bharat Limited PB Management FOR FOR No concerns identified. to the extent of 3000 crore which upon conversion, if any, of all securities would give rise to the issue of equity of an aggregate face value of `2.20 crore. Special Resolution seeking approval of shareholders pursuant to section 42, section 71 read with sections 179(3)(c) / 179(3)(d), and other applicable provisions of the Companies Act, 2013 to authorize 25-Sep-17 Dalmia Bharat Limited PB Management the Board of Directors to issue and allot, on a private placement FOR FOR No concerns identified. basis, Non-Convertible Debentures of value not exceeding `1000 crore on such terms and conditions as may be decided and deemed appropriate by the Board at the time of issue or allotment. Approval for increase in the limits of Inter Corporate loans/ 25-Sep-17 Infibeam Incorporation Limited PB Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Guarantee etc. under Section 186 of the Companies Act, 2013. Approval of increase in the limit of creation of Charge/ Mortgage 25-Sep-17 Infibeam Incorporation Limited PB Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. under section 180 (1) (a) of the Companies Act, 2013.

25-Sep-17 Infibeam Incorporation Limited PB Management Shifting of Registered Office of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

25-Sep-17 TV18 Broadcast Limited AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

25-Sep-17 TV18 Broadcast Limited AGM Management Adoption of Consolidated Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 72 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 Appointment of S.R. Batliboi & Associates LLP, Chartered Accountants 25-Sep-17 TV18 Broadcast Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. as Auditors Appointment of Mr. P.M.S. Prasad as a Director, liable to retire by 25-Sep-17 TV18 Broadcast Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation 25-Sep-17 TV18 Broadcast Limited AGM Shareholders Appointment of Mr. K.R. Raja as a Director, liable to retire by rotation FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

25-Sep-17 TV18 Broadcast Limited AGM Management Ratification of the remuneration of the Cost Auditor. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Approval for offer or invitation to subscribe to Redeemable Non- 25-Sep-17 TV18 Broadcast Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Convertible Debentures Adoption of Audited Financial Statements, Reports of the Board of 25-Sep-17 Divis Laboratories Ltd AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Directors and Auditors for the year ended 31st March, 2017 Declaration of dividend on Equity Shares for the financial year ended 25-Sep-17 Divis Laboratories Ltd AGM Management FOR FOR Compliant with Law, no governance issue identified. 31st March, 2017 Re-appointment of Mr. Kiran S. Divi (DIN:00006503), who retires by Reappointment Compliant with law, no major governance concern 25-Sep-17 Divis Laboratories Ltd AGM Management FOR FOR rotation and being eligible, offers himself for re-appointment identified

25-Sep-17 Divis Laboratories Ltd AGM Management Appointment of Statutory Auditors and fixation of their remuneration FOR FOR Compliant with law, no concern identified. Appointment of Dr. Ramesh B. V. Nimmagadda (DIN:07854042) as an 25-Sep-17 Divis Laboratories Ltd AGM Shareholders FOR FOR Compliant with law, no concern identified. Independent Director Appointment of Ms. Nilima Motaparti (DIN:06388001) as a Whole- 25-Sep-17 Divis Laboratories Ltd AGM Management FOR FOR Appointment compliant with the Law. No major governance concerns. time Director Appointment of Dr. S. Ganapaty (DIN: 07872766) as an Independent 25-Sep-17 Divis Laboratories Ltd AGM Shareholders FOR FOR Compliant with law, no concern identified. Director Adoption of Audited Financial Statements of the Company for the 25-Sep-17 TI Financial Holdings Ltd AGM Management financial year ended 31st March, 2017, the Reports of the Board of FOR FOR No audit qualifications. Directors and the Auditors thereon. Adoption of Audited Consolidated Financial Statements of the 25-Sep-17 TI Financial Holdings Ltd AGM Management Company for the financial year ended 31st March, 2017 and the FOR FOR No audit qualifications. Reports of the Auditors thereon. Confirmation of Interim Dividend of Rs. 1.25 per share already paid 25-Sep-17 TI Financial Holdings Ltd AGM Management FOR FOR No concerns identified. for the financial year ended 31st March, 2017. To appoint Mr. N Srinivasan (DIN 00123338), who retires by rotation, 25-Sep-17 TI Financial Holdings Ltd AGM Management FOR FOR Compliant with law, no concern identified. be and is hereby re-appointed as a Director of the Company. Ratification of appointment M/s. S R Batliboi & Associates LLP as 25-Sep-17 TI Financial Holdings Ltd AGM Management Statutory Auditors of the Company for the financial year, 2017-18 and FOR FOR Compliant with law, no concern identified. fixing their remuneration. 25-Sep-17 TI Financial Holdings Ltd AGM Shareholders Appointment of Mr. A. Vellayan as Director, liable to retire by rotation. FOR FOR Compliant with law, no concern identified. 25-Sep-17 TI Financial Holdings Ltd AGM Shareholders Appointment Mr. M B N Rao as Independent Director. FOR FOR Compliant with law. No major concern identified. 25-Sep-17 TI Financial Holdings Ltd AGM Shareholders Appointment Mrs. Shubhalakshmi Panse as Independent Director. FOR FOR No major concerns identified. Appointment of Mr. N Ganesh as Manager of the Company, in terms 25-Sep-17 TI Financial Holdings Ltd AGM Management of the Companies Act, 2013 & the Rules thereunder and the terms FOR FOR Compliant with law, no concern identified. thereof. Payment of additional performance bonus to Mr. Ajay Kapur, MD and 25-Sep-17 Limited PB Management FOR FOR Compliant with Law, no governance issue identified. CEO for the Corporate FY 2016. Revision in the terms of payment of remuneration to Mr. Ajay Kapur, 25-Sep-17 Ambuja Cements Limited PB Management FOR FOR Compliant with Law, no governance issue identified. MD and CEO. To consider and adopt: a) the audited financial statement of the Company for the financial year ended March 31, 2017 and the reports of the Board of Directors and Auditors thereon, and 26-Sep-17 Reliance Communications Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2017 and the report of the Auditors thereon.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 73 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 To appoint a Director in place of Smt. Manjari Kacker (DIN: 06945359), who retires by rotation under the provisions of the 26-Sep-17 Reliance Communications Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Companies Act, 2013 and being eligible, offers herself for re- appointment. 26-Sep-17 Reliance Communications Limited AGM Management To ratify the appointment of the Auditors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Private Placement of Non-Convertible Debentures and/ or other Debt 26-Sep-17 Reliance Communications Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Securities. Payment of remuneration to Cost Auditors for the financial year 26-Sep-17 Reliance Communications Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. ending March 31, 2018. Increase in Authorised Share Capital and Alteration of Memorandum 26-Sep-17 Reliance Communications Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. of Association of the Company. 26-Sep-17 Reliance Communications Limited AGM Management Adoption of new Articles of Association of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Approval for issue and allotment of equity shares to the lenders by 26-Sep-17 Reliance Communications Limited AGM Management way of conversion of loans in terms of Strategic Debt Restructuring FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Scheme Receive, consider and adopt: a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017, the reports of the Board of 26-Sep-17 Max India Limited AGM Management Directors and Auditors thereon; and FOR FOR Compliant with Accounting Standards, no audit qualifications. b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 and the reports of Auditors thereon. Re-appointment of Mr. Rahul Khosla (DIN: 03597562) as a Director 26-Sep-17 Max India Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. liable to retire by rotation. Re-appointment of Mrs. Tara Singh Vachani (DIN: 02610311) as a 26-Sep-17 Max India Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Director liable to retire by rotation. Ratification of appointment of M/s S.R. Batliboi & Co., LLP, Chartered 26-Sep-17 Max India Limited AGM Management FOR FOR Ratification of appointment compliant with law. No concern identified. Accountants (FRN. 301003E), as the Statutory Auditors. Appointment of Mr. Dinesh Kumar Mittal (DIN: 0004000) as an 26-Sep-17 Max India Limited AGM Shareholders FOR FOR Appointment Complaint with Law. No concern identified. Independent Director of the Company. Revision in the remuneration payable to Mr. Mohit Talwar, Managing 26-Sep-17 Max India Limited AGM Management FOR FOR No major concerns identified. Director of the Company for a period of three years from April 1, 2017. Adoption of the Audited Standalone and Consolidated Financial Statements as at 31st March, 2017, the Statement of Profit & Loss for 26-Sep-17 Sunteck Realty Limited AGM Management FOR FOR No audit qualifications. the financial year ended 31st March, 2017, the Report of the Board of Directors’ and Auditors’ thereon. 26-Sep-17 Sunteck Realty Limited AGM Management Declaration of Dividend on the Equity Share Capital. FOR FOR Compliant with law, no concern identified. Re-appointment of Mr. Atul Poopal (DIN: 07295878), Director retiring 26-Sep-17 Sunteck Realty Limited AGM Management FOR FOR Compliant with law, no concern identified. by rotation. Re-appointment of M/s Lodha & Co., Chartered Accountants, 26-Sep-17 Sunteck Realty Limited AGM Management FOR FOR Compliant with law, no concern identified. Mumbai, Statutory Auditors of the Company. Approval of “Sunteck Realty Limited Employees’ Stock Option Scheme 26-Sep-17 Sunteck Realty Limited AGM Management FOR FOR No concerns identified. 2017” (“ESOS 2017”). To approve “Sunteck Realty Limited Employees’ Stock Option Scheme 26-Sep-17 Sunteck Realty Limited AGM Management 2017” (“ESOS 2017”) for employees of the Subsidiaries of the FOR FOR No concerns identified. Company. To consider and adopt the Audited Standalone Financial Statements of the Company together with Reports of the Board and Auditors 26-Sep-17 Limited AGM Management thereon and the Audited Consolidated Financial Statements of the FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company including Auditors’ Report thereon for the financial year ended on March 31, 2017. To appoint a director in place of Mr. Harpal Singh (DIN- 00078224), 26-Sep-17 Fortis Healthcare Limited AGM Management who retires by rotation and being eligible offers himself for re- FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. appointment 26-Sep-17 Fortis Healthcare Limited AGM Management Ratification of Appointment of Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 74 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

26-Sep-17 Fortis Healthcare Limited AGM Management Ratification and Confirmation of Remuneration of Cost Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Fortis Healthcare Limited AGM Management Adoption of New set of Articles of Association. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

To create, offer, issue and allot Securities, including Equity Shares, GDRs, ADRs, FCCBs, FCEBs and/or Equity Shares through Depository Receipt Mechanism and/or Fully Convertible Debentures and/or Non- 26-Sep-17 Fortis Healthcare Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Convertible Debentures with warrants in accordance with Chapter VIII of the ICDR Regulations, for an amount not exceeding ₹ 5,000 Crores (Rupees Five Thousand Crores)

26-Sep-17 Reliance Infrastructure Limited AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Infrastructure Limited AGM Management To declare dividend on equity shares FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Infrastructure Limited AGM Management To appoint a Director in place of Shri S Seth, who retires by rotation FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Infrastructure Limited AGM Management To ratify the appointment of the Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Infrastructure Limited AGM Management To appoint Auditors and to fix their remuneration FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To consider and approve Private Placement of Non-Convertible 26-Sep-17 Reliance Infrastructure Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Debentures (NCDs). 26-Sep-17 Reliance Infrastructure Limited AGM Management To consider and approve payment of remuneration to Cost Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

To receive, consider and adopt the Financial Statements of the Company for the year ended March 31, 2017 including audited 26-Sep-17 Max Financial Services Limited AGM Management Balance Sheet as at March 31, 2017 and the Statement of Profit & FOR FOR Compliant with Accounting Standards, no audit qualifications. Loss and Cash Flow Statement for the year ended as at that date, along with the Reports of the Board of Directors and Auditors thereon. To receive, consider and adopt the Consolidated Financial Statements 26-Sep-17 Max Financial Services Limited AGM Management of the Company and its subsidiary for the year ended March 31, 2017 FOR FOR Compliant with Accounting Standards, no audit qualifications. and the Reports of the Auditors thereon. To appoint a Director in place of Mr. Ashwani Windlass (holding 26-Sep-17 Max Financial Services Limited AGM Management DIN:00042686), who retires by rotation and being eligible offers FOR FOR Appointment Complaint with Law. No concern identified. himself for re appointment. To appoint a Director in place of Mr. Sanjay Omprakash Nayar 26-Sep-17 Max Financial Services Limited AGM Management (holding DIN: 00002615), who retires by rotation and being eligible FOR FOR Appointment Complaint with Law. No concern identified. offers himself for re-appointment. To consider and ratify the appointment of M/s Deloitte Haskins & 26-Sep-17 Max Financial Services Limited AGM Management Sells, LLP, Chartered Accountants, as the Statutory Auditors of the FOR FOR Ratification of appointment compliant with law. No concern identified. Company for financial year 2017-18 and to fix their remuneration. To consider and approve partial modification in respect of remuneration payable to Mr. Mohit Talwar (holding DIN: 02394694) as Managing Director of the Company, with effect from April 1, 2017 until January 14, 2019, by way of removal of sub-limits and 26-Sep-17 Max Financial Services Limited AGM Management authorization to the Board of Directors and / or Nomination and FOR FOR Compliant with law, no concern identified. Remuneration Committee to determine and regulate the remuneration from time-to time, within the overall limits as approved earlier by the shareholders of the Company in last Annual General Meeting, as detailed in the resolution. 26-Sep-17 Future Retail Limited CCM (Equity Shareholders) Management Approval of Composite Scheme of Arrangement FOR FOR Compliant with law, no concern identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 75 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

To consider and adopt: (a) the audited Standalone Financial Statements of the Company for the financial year ended 31st March 2017 together with the Reports of the Board of Directors and Auditors thereon; and Compliant with Accounting Standards. No major governance concern 26-Sep-17 Ballarpur Industries Limited AGM Management FOR FOR (b) the audited Consolidated Financial Statements of the Company for identified. the financial year ended 31st March 2017 together with the Report of the Auditors thereon

26-Sep-17 Ballarpur Industries Limited AGM Management Reappointment of Mr. R.R. Vederah, Director retiring by rotation. FOR FOR Compliant with Law, no governance issue identified. 26-Sep-17 Ballarpur Industries Limited AGM Management Appointment of Statutory Auditors FOR FOR Compliant with Law, no governance issue identified. 26-Sep-17 Ballarpur Industries Limited AGM Management Appointment of Branch Auditors FOR AGAINST Governance concern identified. 26-Sep-17 Ballarpur Industries Limited AGM Management Ratification of remuneration to Cost Auditor FOR FOR Compliant with Law, no governance issue identified. Appointment compliant with law. No Governance concern has been 26-Sep-17 Ballarpur Industries Limited AGM Shareholders Appointment of Independent Director – Mr. Sudhir Mathur FOR FOR identified. Appointment compliant with law. No Governance concern has been 26-Sep-17 Ballarpur Industries Limited AGM Shareholders Appointment of Independent Director – Ms. Payal Chawla FOR FOR identified. To consider and adopt: a. the Audited Financial Statements of the Company for the financial year ended 31st March 2017 together with the Reports of Directors 26-Sep-17 Seamless Limited AGM Management and Auditors thereon; and FOR FOR Unqualified accounts. Compliant with the Law b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2017 together with the Report of Auditors thereon. 26-Sep-17 Maharashtra Seamless Limited AGM Management Declaration of Dividend on Equity Shares. FOR FOR Compliant with law, no concern identified. Re-appointment of Shri Dharam Pal Jindal as Director who retires by 26-Sep-17 Maharashtra Seamless Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. rotation. 26-Sep-17 Maharashtra Seamless Limited AGM Management Appointment of Auditors and fixing their remuneration. FOR FOR Compliant with Law, no governance issue identified.

26-Sep-17 Maharashtra Seamless Limited AGM Shareholders Appointment of Shri Shiv Kumar Singhal as Director. FOR FOR Compliant with Law, no governance issue identified.

26-Sep-17 Maharashtra Seamless Limited AGM Management Appointment of Shri Shiv Kumar Singhal as Whole Time Director. FOR FOR Compliant with Law, no governance issue identified. Compliant with Law, Adequate Disclosures. No governance concern 26-Sep-17 Maharashtra Seamless Limited AGM Management Approval of related party transaction(s) with Star Drilling Pte. Ltd. FOR FOR identified. Compliant with Law, Adequate Disclosures. No governance concern 26-Sep-17 Maharashtra Seamless Limited AGM Management Approval of related party transaction(s) with Dev Drilling Pte. Ltd. FOR FOR identified. Compliant with Law, Adequate Disclosures. No governance concern 26-Sep-17 Maharashtra Seamless Limited AGM Management Approval of related party transaction(s) with Jindal Pipes Ltd. FOR FOR identified. Approval of the Remuneration of M/s R. J. Goel & Co., as Cost 26-Sep-17 Maharashtra Seamless Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Auditors. Renewal/ enhancement of Mortgage/ Charge on select Immovable 26-Sep-17 Jain Irrigation Systems Limited PB Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Properties/ Movable Properties of the Company. To consider and adopt: a) the audited financial statement of the Company and b) the audited consolidated financial statement of the Company for 26-Sep-17 Reliance Capital Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. the financial year ended March 31, 2017 and the report of the Auditors thereon.

26-Sep-17 Reliance Capital Limited AGM Management To declare dividend on equity shares FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To appoint a Director in place of Shri Amitabh Jhunjhunwala 26-Sep-17 Reliance Capital Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. (DIN:00045174), who retires by rotation 26-Sep-17 Reliance Capital Limited AGM Management To ratify the appointment of the Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Capital Limited AGM Management To appoint Auditors and to fix their remuneration FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Capital Limited AGM Management Adoption of new Articles of Association of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 76 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 Private Placement of Non-Convertible Debentures and/ or other Debt 26-Sep-17 Reliance Capital Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Securities 26-Sep-17 Reliance Capital Limited AGM Management Issue of securities to the Qualified Institutional Buyers FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 26-Sep-17 HBL Power Systems Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. Compliant with law. The Company has sufficient Liquid assets to pay the 26-Sep-17 HBL Power Systems Limited AGM Management To declare dividend for the year ended March 31, 2017. FOR FOR dividend, no concern identified To appoint a director in place of Mr. Ajay Bhaskar Limaye, who retires 26-Sep-17 HBL Power Systems Limited AGM Management FOR FOR No concerns identified. by rotation 26-Sep-17 HBL Power Systems Limited AGM Management Appointment of Auditors FOR FOR Compliant with Law, no governance issue identified. To consider and adopt: (a) the audited financial statement of the Company for the financial year ended March 31, 2017, the reports of the Board of Directors and 26-Sep-17 Sadbhav Engineering Limited AGM Management Auditors thereon; and FOR FOR Unqualified accounts. Compliant with the Law (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2017.

26-Sep-17 Sadbhav Engineering Limited AGM Management To declare a dividend on Equity Shares. FOR FOR Compliant with law, no concern identified. Re-appointment of Mr. Nitin R. Patel (DIN: 00466330) who retires by 26-Sep-17 Sadbhav Engineering Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. rotation. Re-appointment of Mr. Vipul H. Patel (DIN: 06634262) who retires by 26-Sep-17 Sadbhav Engineering Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. rotation. 26-Sep-17 Sadbhav Engineering Limited AGM Management Appointment of Statutory Auditors and fixing their remuneration. FOR FOR No concerns identified. 26-Sep-17 Sadbhav Engineering Limited AGM Management To approve and ratify Related Party Transactions. FOR FOR Compliant with law, no concern identified. Reappointment of Mr. Arun S. Patel (DIN: 06365699) as an 26-Sep-17 Sadbhav Engineering Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Independent Director of the Company Re-appointment of Mr. Shashin V. Patel (DIN: 00048328) as a 26-Sep-17 Sadbhav Engineering Limited AGM Management Chairman & Managing Director of the Company for a period of three FOR FOR No concerns identified. Years. Re-appointment of Mr. Nitin R. Patel (DIN: 00466330) as a Whole- 26-Sep-17 Sadbhav Engineering Limited AGM Management time Director Designated as an Executive Director of the Company for FOR FOR Compliant with law. No major governance concern identified. further period of three Years. Re-appointment of Mr. Vasistha C. Patel (DIN: 00048324) as a Whole- 26-Sep-17 Sadbhav Engineering Limited AGM Management time Director Designated as an Executive Director of the Company for FOR FOR No concerns identified. further period of three Years Re-appointment of Mr. Vikram R. Patel (DIN: 00048318) as a Whole- 26-Sep-17 Sadbhav Engineering Limited AGM Management time Director Designated as an Executive Director of the Company for FOR FOR Compliant with law. No major governance concern identified. further period of three Years. To maintain Register of members at Link Intime India Pvt. Ltd., 26-Sep-17 Sadbhav Engineering Limited AGM Management FOR AGAINST Governance concern identified. May lead to Non-Compliance in future. Registrars & Share Transfer Agent. 26-Sep-17 Sadbhav Engineering Limited AGM Management Adoption of New set of Articles of Association. FOR FOR Complaint with Law. No major Governance concern identified. 26-Sep-17 Sadbhav Engineering Limited AGM Management Ratification of Remuneration to Cost Auditor. FOR FOR Compliant with law. No major governance concern identified. 26-Sep-17 Reliance Power Limited AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To appoint a Director in place of Shri Sateesh Seth, who retires by 26-Sep-17 Reliance Power Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. rotation To ratify the appointment of M/s. Pathak H. D. & Associates as the 26-Sep-17 Reliance Power Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Auditors. To appoint M/s. B S R & Co. LLP, Chartered Accountants as Auditors 26-Sep-17 Reliance Power Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. and to fix their remuneration To consider re-appointment of Shri D J Kakalia as an Independent 26-Sep-17 Reliance Power Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director To consider re-appointment of Smt. Rashna Khan as an Independent 26-Sep-17 Reliance Power Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director To consider appointment of Shri K Ravikumar as an Independent 26-Sep-17 Reliance Power Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director To consider appointment of Shri N Venugopala Rao as the Whole-time 26-Sep-17 Reliance Power Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Director To consider approval for Private Placement of Non-convertible 26-Sep-17 Reliance Power Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Debenture

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 77 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

26-Sep-17 Reliance Power Limited AGM Management To consider and approve payment of remuneration to Cost Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Power Limited AGM Management Approve adoption of new Articles of Association of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

26-Sep-17 Reliance Power Limited AGM Management To consider and approve borrowing limits of the Company FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

To receive, consider and adopt the audited financial statements Sun Pharmaceuticals Industries (including audited consolidated financial statements) of the Company 26-Sep-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited for the financial year ended March 31, 2017 and the reports of the Board of Directors and Auditors thereon. Sun Pharmaceuticals Industries 26-Sep-17 AGM Management To consider declaration of dividend on Equity Shares FOR FOR Sufficient liquid assets, no concern identified. Limited Sun Pharmaceuticals Industries Re-appointment of Mr. Sailesh T. Desai (DIN: 00005443), who retires 26-Sep-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited by rotation and being eligible offers himself for re-appointment. To appoint a Director in place of Mr. Israel Makov (DIN: 05299764), Sun Pharmaceuticals Industries 26-Sep-17 AGM Management who retires by rotation and being eligible, offers himself for re- FOR FOR Compliant with Law, no governance issue identified. Limited appointment. Sun Pharmaceuticals Industries 26-Sep-17 AGM Management Appointment of Statutory Auditors and to fix their remuneration FOR FOR Compliant with Law, no governance issue identified. Limited Sun Pharmaceuticals Industries Ratification of Remuneration of Cost Auditors for the financial year 26-Sep-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited 2017-18 Sun Pharmaceuticals Industries Appointment of Mr. Kalyanasundaram Subramanian (DIN: 00179072) 26-Sep-17 AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Limited as Director, liable to retire by rotation Sun Pharmaceuticals Industries Appointment of Mr. Kalyanasundaram Subramanian (DIN: 00179072) 26-Sep-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited as Whole-time Director, without remuneration Sun Pharmaceuticals Industries Special Resolution for re-appointment and remuneration of Mr. Dilip 26-Sep-17 AGM Management FOR FOR Compliant with Law, no governance issue identified. Limited S. Shanghvi (DIN: 00005588) as Managing Director Sun Pharmaceuticals Industries 26-Sep-17 AGM Management Approval of material related party transactions with a related party. FOR FOR No major concerns identified. Limited a. the Audited Standalone Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the reports of the Board of Directors and the Auditors thereon; and 27-Sep-17 AU Small Finance Bank Limited AGM Management FOR FOR Complaint with Law. No audit qualifications. b. the Audited Consolidated Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the reports of the Auditors thereon.

To appoint a director in place of Mr. Uttam Tibrewal (DIN: 01024940), 27-Sep-17 AU Small Finance Bank Limited AGM Management who retires by rotation and being eligible, has offered himself for re- FOR FOR Compliant with law, no concern identified. appointment. To re-appoint M/s. S.R. Batliboi & Associates LLP, Chartered 27-Sep-17 AU Small Finance Bank Limited AGM Management Accountants, (Registration No. 101049W/E300004) as the Statutory FOR FOR Compliant with law, no concern identified. Auditors of the Bank. To Confirm / Ratify Article No. 13(b) of Articles of Association of the 27-Sep-17 AU Small Finance Bank Limited AGM Management FOR FOR Compliant with law, no concern identified. Bank. To ratify Employee Stock Option Scheme 2015 Of AU Small Finance 27-Sep-17 AU Small Finance Bank Limited AGM Management FOR FOR No major concerns identified. Bank Limited. To ratify Employee Stock Option Scheme 2016 Of AU Small Finance 27-Sep-17 AU Small Finance Bank Limited AGM Management FOR FOR No major concerns identified. Bank Limited. To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the Oil & Natural Gas Corporation financial year ended on 31st March 2017, together with the Board’s 27-Sep-17 AGM Management FOR FOR Unqualified Accounts. No major governance concern identified. Limited Report and the Auditors’ Report thereon and Comments of the Comptroller & Auditor General of India, in terms of Section 143 (6) of the Companies Act, 2013 and reply of the management thereto. Oil & Natural Gas Corporation To declare final dividend on equity shares for the financial year 2016- 27-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited 17.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 78 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

Oil & Natural Gas Corporation To appoint a Director in place of Shri D.D. Misra, who retires by 27-Sep-17 AGM Management FOR FOR No concerns identified. Limited rotation and being eligible, offers himself for re-appointment

Oil & Natural Gas Corporation To appoint a Director in place of Shri Shashi Shanker, who retires by 27-Sep-17 AGM Management FOR FOR No concerns identified. Limited rotation and being eligible, offers himself for re-appointment.

To authorise Board of Directors of the Company to fix the Oil & Natural Gas Corporation remuneration of the Joint Statutory Auditors of the Company for the 27-Sep-17 AGM Management FOR FOR No governance concern raised as Audit Committee is compliant Limited Financial Year 2017-18, in terms of the provisions of section 139(5) read with section 142 of the Companies Act, 2013. Oil & Natural Gas Corporation To appoint Shri Deepak Sethi (DIN- 07729009) as Director of the 27-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Company Oil & Natural Gas Corporation 27-Sep-17 AGM Shareholders To appoint Vivek Mallya (DIN- 05311763) as Director of the Company FOR FOR No concerns identified. Limited Oil & Natural Gas Corporation To appoint Shri Sumit Bose (DIN- 03340616) as Director of the 27-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Company. Oil & Natural Gas Corporation To appoint Dr.Santrupt B. Misra (DIN- 00013625) as Director of the 27-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Company Oil & Natural Gas Corporation To appoint Shri Rajiv Bansal (DIN- 00245460) as Director of the 27-Sep-17 AGM Shareholders FOR FOR No concerns identified. Limited Company Oil & Natural Gas Corporation To ratify the remuneration of the Cost Auditors for the financial year Remuneration reasonable, ratification in accordance with provisions of 27-Sep-17 AGM Management FOR FOR Limited ending 31st March, 2018. law. Issue of debt instruments (including bonds, non-convertible Oil & Natural Gas Corporation 27-Sep-17 AGM Management debentures and notes), secured or unsecured, in one or more FOR FOR Compliant with law, no concern identified. Limited tranches by way of public offer or private placement or otherwise. Oil & Natural Gas Corporation To create charges to secure the funds borrowed/raised by the 27-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Limited Company. To receive, consider and adopt; (a) the audited Financial Statements of the Company for the financial year ended 31st March, 2017, the Reports of the Board of Directors’ and Auditors’ 27-Sep-17 Aarti Industries Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. thereon; and (b) the audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2017. To declare dividend for the financial year ended 27-Sep-17 Aarti Industries Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. 31st March, 2017 To appoint a Director in place of Shri Manoj M. Chheda Appointment compliant with law. No Governance concern has been 27-Sep-17 Aarti Industries Limited AGM Management (DIN: 00022699), who is liable to retire by rotation and FOR FOR identified. being eligible, offers himself for re-appointment. To appoint a Director in place of Shri Kirit R. Mehta (DIN: Appointment compliant with law. No Governance concern has been 27-Sep-17 Aarti Industries Limited AGM Management 00051703), who is liable to retire by rotation and being FOR FOR identified. eligible, offers himself for re-appointment. Appointment of M/s Kirtane & Pandit LLP, Chartered Accountants as Appointment for 1 year, not in compliance with Section 139 of 27-Sep-17 Aarti Industries Limited AGM Management Statutory FOR AGAINST Companies Act Auditors. 27-Sep-17 Aarti Industries Limited AGM Management Approval to Increase Commission payable to Executive Directors. FOR FOR No concerns identified. Re-appointment of Shri Rashesh C. Gogri, as the Managing Director 27-Sep-17 Aarti Industries Limited AGM Management for a period of FOR FOR No concerns identified. 5 (Five) years with effect from 9th June, 2017. Re-appointment of Shri Renil R. Gogri, as a Whole Time Director for a 27-Sep-17 Aarti Industries Limited AGM Management period of 5 FOR FOR No concerns identified. (Five) years with effect from 16th August, 2017. Re-appointment of Shri Rajendra V. Gogri, as the Managing Director 27-Sep-17 Aarti Industries Limited AGM Management for a period of FOR FOR No concerns identified. 5 (Five) years with effect from 1st July, 2018.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 79 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

Special Resolution to Re-appoint Shri Ramdas M. Gandhi as an 27-Sep-17 Aarti Industries Limited AGM Shareholders Independent Director FOR FOR No concerns identified. for a period of 5 (Five) years from the date of Annual General Meeting.

Special Resolution to Re-appoint Shri Laxmichand K. Jain as an 27-Sep-17 Aarti Industries Limited AGM Shareholders Independent Director FOR FOR No concerns identified. for a period of 5 (Five) years from the date of Annual General Meeting.

No governance concern as fee is being charged only in case of request of 27-Sep-17 Aarti Industries Limited AGM Management Approval to charge fees in advance for service of documents. FOR FOR shareholder for a document to be sent by a particular mode. Ratification of appointment and remuneration of Cost Auditors 27-Sep-17 Aarti Industries Limited AGM Management Ratification of the remuneration to be paid to Cost Auditor. FOR FOR compliant with law Special Resolution to approve the issue of Non-Convertible No dilution to existing equity shareholders. No governance issue 27-Sep-17 Aarti Industries Limited AGM Management Debentures on private FOR FOR observed. placement. Approving the terms of re-appointment of Dr. Kamal K. Sharma as 27-Sep-17 Lupin Limited PB Management Vice Chairman of the Company, for a period of one year, w. e. f. FOR FOR Compliant with law, no concern identified. September 29, 2017. Adoption of Financial Statements and Reports thereof for the 27-Sep-17 Prestige Estates Projects Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Financial Year 2016-17 27-Sep-17 Prestige Estates Projects Limited AGM Management Declaration of Final Dividend on Equity Shares FOR FOR Sufficient liquid assets, no concern identified. Reappointment of Mr. Irfan Razack, Director (DIN: 00209022) , 27-Sep-17 Prestige Estates Projects Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Director retiring by rotation. To approve the appointment of Statutory Auditors of the Company Appointment compliant with law. No Governance concern has been 27-Sep-17 Prestige Estates Projects Limited AGM Management FOR FOR and to fix their remuneration identified. Payment of remuneration to Cost Auditors for the Financial Year 2017- 27-Sep-17 Prestige Estates Projects Limited AGM Management FOR FOR Ratification of remuneration is in accordance with the provisions of law. 18 No governance concern as fee is being charged only in case of request of 27-Sep-17 Prestige Estates Projects Limited AGM Management Service of document u/s 20 of the Companies Act, 2013. FOR FOR shareholder for a document to be sent by a particular mode. No dilution to existing equity shareholders. No governance issue 27-Sep-17 Prestige Estates Projects Limited AGM Management Issue of Non-Convertible Debentures on a Private Placement basis FOR FOR observed. Payment of remuneration to Mr. Noaman Razack (DIN 00189329), 27-Sep-17 Prestige Estates Projects Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Whole-Time Director. Adoption of a. audited financial Statements, and the reports of the Board of Directors and Auditors, for the year ended 31st March, 2017. 27-Sep-17 Premier Explosives Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. b. Adoption of the audited consolidated financial statements of the Company for the year ended 31st March,2017

27-Sep-17 Premier Explosives Limited AGM Management Declaration of Dividend for the year 2016-17 FOR FOR Sufficient resources to pay dividend, no governance issue identified. Re-appointment of Col. Vikram Mahajan (Retd.) (DIN:06613483), as 27-Sep-17 Premier Explosives Limited AGM Management FOR FOR Compliant with law, no concern identified. Director who retires by rotation. Appointment of M/s. Majeti & Co, Chartered Accountants as 27-Sep-17 Premier Explosives Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. Statutory Auditors of the Company Re-appointment of Col. Vikram Mahajan (Retd.)(DIN:06613483) as 27-Sep-17 Premier Explosives Limited AGM Management FOR FOR Appointment compliant with law. No major concern identified. Whole time Director designated as (Director Marketing) 27-Sep-17 Premier Explosives Limited AGM Management Approval to the remuneration payable to the Cost Auditors FOR FOR Compliant with Law, no governance issue identified. To receive, consider and adopt standalone and consolidated Annual 27-Sep-17 RSWM Limited AGM Management Financial Statements as at the 31st March, 2017 and the Report FOR FOR Compliant with Accounting Standards, no audit qualifications. of Directors and Auditors thereon.

To declare the Dividend on 12% Optionally Convertible Redeemable Tight liquidity position, however such payment is a part of the terms and 27-Sep-17 RSWM Limited AGM Management FOR FOR Preference Shares for the financial year ended 31st March, 2017. conditions of OCPS, so no concern being raised.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 80 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 To declare the Dividend on Equity Shares for the financial year ended 27-Sep-17 RSWM Limited AGM Management FOR FOR Compliant with law, no concern identified. 31st March, 2017. To appoint a Director in place of Shri Shekhar Agarwal (DIN: 00066113) who retires by rotation and, being eligible, offers himself 27-Sep-17 RSWM Limited AGM Management FOR FOR Compliant with law, no concern identified. for reappointment. To appoint a Director in place of Shri Prakash Maheshwari (DIN: 27-Sep-17 RSWM Limited AGM Management 02388988) who retires by rotation and being eligible, offers himself FOR FOR Compliant with law, no concern identified. for reappointment.

Appointment of M/s Lodha & Co., Chartered Accountants (FRN: 27-Sep-17 RSWM Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. 301051E) as Joint Statutory Auditor and to fix their remuneration.

To ratify the appointment of M/s S. S. Kothari Mehta & Co. Chartered 27-Sep-17 RSWM Limited AGM Management Accountants (Firm Registration No. 000756N) as the Joint FOR FOR Compliant with law, no concern identified. Statutory Auditor and to fix their remuneration. 27-Sep-17 RSWM Limited AGM Management Adoption of new Articles of Association FOR FOR Compliant with law, no concern identified.

Special Resolution under Section 180(1)(a) for creation of mortgage(s) and charges in addition to the existing mortgages, charges and hypothecations created on the assets of the Company in favour of: • Central Bank of India (Central Bank) in connection with Term Loan 27-Sep-17 RSWM Limited AGM Management of H72.00 crore under Technology Up-gradation Fund Scheme FOR FOR No governance concern identified. (TUFS). • HDFC Bank Ltd (HDFC Bank) in connection with Term Loan of H12.00 crore under Technology Up-gradation Fund Scheme (TUFS). • Limited (Yes Bank) in connection with Term loan of H25.00 crore for financing capex incurred / to be incurred.

Special Resolution under Section 180(1)(a) for creation of mortgage(s) 27-Sep-17 RSWM Limited AGM Management and charges on such terms and conditions as may be decided FOR FOR No major governance issue identified. by the Board up to an aggregate amount of H2000 crore.

Approval of the remuneration payable to M/s. N. D. Birla & Co., Cost 27-Sep-17 RSWM Limited AGM Management Accountants (Firm Registration No. 000028) as Cost Auditor of FOR FOR Compliant with Law, no governance issue identified. the Company for the financial year ending 31st March, 2018. Revision in remuneration of Shri Prakash Maheshwari (DIN:02388988) 27-Sep-17 RSWM Limited AGM Management FOR FOR No concerns identified. as Executive Director of the Company Approval of the issue of Redeemable Non-Convertible Debentures on 27-Sep-17 RSWM Limited AGM Management FOR FOR No concerns identified. private placement basis for an amount not exceeding H150 crores. Consider and adopt Standalone and Consolidated Audited Financial 28-Sep-17 Mirza International Limited AGM Management Statements for the Financial Year ended on March 31, 2017 and the FOR FOR No Audit qualifications. Report of the Auditors thereon. 28-Sep-17 Mirza International Limited AGM Management Declaration of dividend for the Financial Year 2016-17. FOR FOR Compliant with law, no concern identified. To appoint Mr. Tauseef Ahmad Mirza (DIN: 00049037), who retires by We have lack of clarity on said resolution hence we will ABSTAIN from 28-Sep-17 Mirza International Limited AGM Management rotation and being eligible, offers himself for re-appointment as a FOR ABSTAIN voting. Director. To appoint Mr. Shahid Ahmad Mirza (DIN: 00048990), who retires by 28-Sep-17 Mirza International Limited AGM Management rotation and being eligible, offers himself for re-appointment as a FOR FOR Compliant with law, no concern identified. Director. Appointment of M/s. D R A & Co., Chartered Accountants as Statutory 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Auditors of the Company. Re-appointment of Mr. Irshad Mirza (DIN-00048946) as Chairman We have lack of clarity on said resolution hence we will ABSTAIN from 28-Sep-17 Mirza International Limited AGM Management FOR ABSTAIN (Executive) of the Company. voting. Re-appointment of Mr. Rashid Ahmed Mirza (DIN-00049009) as 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Managing Director of the Company.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 81 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 Re-appointment of Mr. Shahid Ahmad Mirza (DIN-00048990) as 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Whole Time Director of the Company. Re-appointment of Mr. Tauseef Ahmad Mirza (DIN-00049037) as We have lack of clarity on said resolution hence we will ABSTAIN from 28-Sep-17 Mirza International Limited AGM Management FOR ABSTAIN Whole Time Director of the Company. voting. Re-appointment of Mr. Tasneef Ahmad Mirza (DIN-00049066) as We have lack of clarity on said resolution hence we will ABSTAIN from 28-Sep-17 Mirza International Limited AGM Management FOR ABSTAIN Whole Time Director of the Company. voting. Re-appointment of Mr. Narendra Prasad Upadhyay (DIN-00049196) 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. as Whole Time Director of the Company. Re-appointment of Mr. Shuja Mirza, as President (Marketing) of the 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Company. Re-appointment of Mr. Faraz Mirza, as President (Production) of the 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Company. Approval of material related party transactions u/s 188 of Companies 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Act, 2013. Fixation of the remuneration of Mr. A K Srivastava, Cost Auditor of 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. the Company. Fixation of amount for delivery of document upon request of member 28-Sep-17 Mirza International Limited AGM Management over and above reimbursement of actual expenses incurred by the FOR FOR Compliant with law, no concern identified. Company. Approval of Scheme of arrangement between Hi-Life Fabricators 28-Sep-17 Mirza International Limited AGM Management FOR FOR Compliant with law, no concern identified. Private Limited and Mirza International Limited. 28-Sep-17 Sterling Tools Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. 28-Sep-17 Sterling Tools Limited AGM Management Ratification of payment of Interim Dividend FOR FOR No concerns identified. 28-Sep-17 Sterling Tools Limited AGM Management Re-appointment of Retiring Director (Mr. Anil Aggarwal ) FOR FOR Compliant with law, no concern identified. 28-Sep-17 Sterling Tools Limited AGM Management Appointment of Statutory Auditors of the Company FOR FOR Compliant with Law, no governance issue identified. No governance issue observed. Ratification of remuneration compliant 28-Sep-17 Sterling Tools Limited AGM Management To ratify the remuneration of the Cost Auditors FOR FOR with law Re-appointment and payment of remuneration to Shri M. L. 28-Sep-17 Sterling Tools Limited AGM Management FOR FOR Compliant with law, no concern identified. Aggarwal, Chairman of the Company Re-appointment and payment of remuneration to Shri Anil Aggarwal, 28-Sep-17 Sterling Tools Limited AGM Management FOR FOR Compliant with law, no concern identified. Managing Director of the Company Re-appointment and payment of remuneration to Shri Atul Aggarwal, 28-Sep-17 Sterling Tools Limited AGM Management FOR FOR Compliant with law, no concern identified. Whole Time Director of the Company Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the financial Housing and Urban Development 28-Sep-17 AGM Management year ended 31st March, 2017, along with Director’s Report, FOR FOR Compliant with Accounting Standards, no concern identified. Corporation Limited Independent Auditor’s Report and comments thereupon of the Comptroller and Auditor General of India. Housing and Urban Development Confirmation of payment of interim dividend and declaration of final 28-Sep-17 AGM Management FOR FOR Compliant with law, no concern identified. Corporation Limited dividend for the financial year 2016-17. Reappointment of Shri Nandlal Manjoka (DIN - 06560566), Director Housing and Urban Development 28-Sep-17 AGM Management (Corporate Planning), who retires by FOR FOR No governance concern identified. Corporation Limited rotation. Housing and Urban Development 28-Sep-17 AGM Management Fixation of remuneration of Statutory Auditors. FOR FOR Compliant with Law, no governance issue identified. Corporation Limited To borrow funds not exceeding ` 12,000 crore by way of issue of Housing and Urban Development 28-Sep-17 AGM Management Bonds/ Debentures on Private Placement FOR FOR Compliant with Law, no governance issue identified. Corporation Limited basis. Housing and Urban Development 28-Sep-17 AGM Management To increase in borrowing limits to ` 60,000 crore. FOR FOR No governance concern identified. Corporation Limited 28-Sep-17 Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. To confirm the payment of Interim Dividend on equity shares and to 28-Sep-17 Indraprastha Gas Limited AGM Management FOR FOR Sufficient liquid assets, no concern identified. declare a Final Dividend on equity shares Approval of remuneration payable to Statutory Auditors of the 28-Sep-17 Indraprastha Gas Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Company 28-Sep-17 Indraprastha Gas Limited AGM Shareholders Appointment of Shri Ramesh Srinivasan as a Director of the Company. FOR FOR Compliant with Law, no governance issue identified.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 82 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

28-Sep-17 Indraprastha Gas Limited AGM Shareholders Appointment of Shri Manoj Jain as a Director of the Company. FOR FOR Compliant with Law, no governance issue identified.

28-Sep-17 Indraprastha Gas Limited AGM Shareholders Appointment of Smt. Varsha Joshi as a Director of the Company. FOR FOR No concerns identified. 28-Sep-17 Indraprastha Gas Limited AGM Management Ratification of the remuneration payable to Cost Auditors FOR FOR Compliant with Law, no governance issue identified. Approval of material Related Party Transactions under a contract 28-Sep-17 Indraprastha Gas Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. entered with GAIL (India) Limited. Approval of material Related Party Transactions under a contract 28-Sep-17 Indraprastha Gas Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. entered with GAIL (India) Limited. 28-Sep-17 Indraprastha Gas Limited AGM Management Approval of Sub-division of Shares. FOR FOR Compliant with Law, no governance issue identified. Approval of amendment of in Clause V of Memorandum of 28-Sep-17 Indraprastha Gas Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Association of the Company Approval of amendment of Article 3 of Articles of Association of the 28-Sep-17 Indraprastha Gas Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Company. To receive, consider and adopt the Financial Statements for the year ended 31st March, 2017 (including Standalone Balance Sheet as at 31st March, 2017, Consolidated Balance Sheet as at 31st March, 28-Sep-17 Jain Irrigation Systems Limited AGM Management 2017, Standalone Cash Flow Statement and Profit & Loss account and FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Consolidated Profit & Loss account for the year ended on even date) together with Schedules, Notes thereon and the reports of Board of Directors and Auditors thereon. To declare a Dividend on Ordinary Equity Shares and DVR Equity 28-Sep-17 Jain Irrigation Systems Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Shares of Rs. 2 each. To appoint a Director in place of Mr. Ajit B. Jain, (DIN-00053299) who 28-Sep-17 Jain Irrigation Systems Limited AGM Management retires by rotation and being eligible, offers himself for FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. reappointment as a Director. 28-Sep-17 Jain Irrigation Systems Limited AGM Management Reappointment of Statutory Auditors of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Ratify the remuneration of Cost Auditor for Financial Year ending 31st 28-Sep-17 Jain Irrigation Systems Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. March, 2018. 28-Sep-17 Jain Irrigation Systems Limited AGM Management Payment of commission to Independent/Non-Executive Directors. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. To receive, consider and adopt (a) the audited Statement of Profit and Loss for the financial year ended March 31, 2017 and the Balance Sheet as on that date together with the Report of the Board of Directors and Auditors 28-Sep-17 KNR Constructions Limited AGM Management thereon; and FOR FOR Audit qualifications. No major concern is identified. (b) the audited consolidated Statement of Profit and Loss for the financial year ended March 31, 2017 and the Balance Sheet as on that date.

To declare Dividend of Rs. 0.50 Per Equity shares of Rs. 2.00 Each to 28-Sep-17 KNR Constructions Limited AGM Management FOR FOR Compliant with law, no concern identified. the Shareholders for the financial year 2016-2017. To appoint a Director in place of Mr. K. Jalandhar Reddy 28-Sep-17 KNR Constructions Limited AGM Management (DIN:00434911), who retires by rotation and being eligible, offers FOR FOR Compliant with law, no concern identified. himself for reappointment. Appointment of M/s K.P Rao & Co., Chartered Accountants as 28-Sep-17 KNR Constructions Limited AGM Management Statutory Auditors in place of M/s Sukumar Babu & Co., under FOR FOR Compliant with law, no concern identified. rotation of Auditors as per Section 139 of the Companies Act, 2013. Non-compliance with law. Also, not disclosed the remuneration to be 28-Sep-17 KNR Constructions Limited AGM Management Approval of Remuneration to Cost Auditors. FOR AGAINST paid to the Cost Auditors. 28-Sep-17 Ahluwalia Contracts (India) Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. Re-appoint a Director in place of Mr. Bikramjit Ahluwalia (DIN: 28-Sep-17 Ahluwalia Contracts (India) Limited AGM Management FOR FOR Appointment Complaint with Law. No concern identified. 00304947) who retires by rotation Compliance Issue: Appointment is in violation of provisions of Section 28-Sep-17 Ahluwalia Contracts (India) Limited AGM Management Appointment of Statutory Auditors of the Company FOR AGAINST 139 of the Companies Act, 2013 Increase in Remuneration of Mr. Bikramjit Ahluwalia, Managing 28-Sep-17 Ahluwalia Contracts (India) Limited AGM Management FOR FOR No concerns identified. Director of the Company

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 83 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 Increase in Remuneration of Mr. Vinay Pal, Whole Time Director of 28-Sep-17 Ahluwalia Contracts (India) Limited AGM Management FOR FOR No concerns identified. the Company Ratification for Appointment and payment remuneration to the Cost 28-Sep-17 Ahluwalia Contracts (India) Limited AGM Management FOR FOR No concerns identified. Auditors of the Company. Adoption of Audited Financial Statements (including Audited 28-Sep-17 Dishman Carbogen Amcis Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. Consolidated Financial Statements) for the year ended March 31, 2017

28-Sep-17 Dishman Carbogen Amcis Limited AGM Management To confirm the payment of interim dividend on equity shares FOR FOR Compliant with Law, no governance issue identified.

28-Sep-17 Dishman Carbogen Amcis Limited AGM Management Reappointment of Mr. Arpit J. Vyas who retire by rotation FOR FOR Compliant with Law, no governance issue identified. Appointment of M/s. V. D. Shukla & Co. and M/s. Haribhakti & Co. 28-Sep-17 Dishman Carbogen Amcis Limited AGM Management LLP, Chartered Accountants, as Joint Statutory Auditors and fix their FOR FOR No major concerns identified. remuneration Consider and adopt Audited Financial Statement, Report of Board of 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Directors and Auditors. Declaration of final dividend of 25 paisa per equity share and approval 28-Sep-17 Granules India Limited AGM Management and ratification of interim dividend of 65 paisa per equity share FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. paid during the FY 2016-17.

To appoint a Director in place of Mr. Kolli Basava Sankar Rao (DIN: 28-Sep-17 Granules India Limited AGM Management 05167550), who retires by rotation and, being eligible, seeks FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. re-appointment.

28-Sep-17 Granules India Limited AGM Management Appointment of Statutory Auditors and fixing their remuneration. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Re- appointment of Mrs. Uma Devi Chigurupati (holding DIN 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 00737689) as whole - time Director of the Company. Appointment of Dr. V.V.N.K.V. Prasada Raju (holding DIN 07267366) 28-Sep-17 Granules India Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. as Director of the Company. Appointment of Dr. V.V.N.K.V. Prasada Raju (holding DIN 07267366) 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. as whole - time Director of the Company. Issue of shares to employees of the Company under the Employee 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Stock Option Scheme 2017. Issue of shares to employees of the Company’s subsidiaries under the 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Employee Stock Option Scheme 2017. Re-classification of certain individuals/entities from the existing 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. “Promoter & Promoter Group category” to “Public Category”. Increase in investment limits of Foreign Institutional Investors and 28-Sep-17 Granules India Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Foreign Portfolio Investors To receive, consider and adopt the audited financial statement (including the consolidated financial statements) of the Company for 28-Sep-17 Finolex Cables Limited AGM Management the FOR FOR Unqualified Financial Statements, no governance issue identified. financial year ended 31st March, 2017 and the reports of the Board of Directors’ and Auditors’ thereon. Declaration of dividend @ 150% on equity shares for the financial 28-Sep-17 Finolex Cables Limited AGM Management year ended 31st March, 2017 (i.e. @ Rs 3/- per equity share of Rs.2/- FOR FOR Sufficient liquid assets, no concern identified. each fully paid up) for the financial year ended 31st March, 2017 Appointment of Mr. Mahesh Viswanathan [DIN: 02780987], who 28-Sep-17 Finolex Cables Limited AGM Management retires by rotation, and being eligible, offers himself for FOR FOR Compliant with Law, no governance issue identified. reappointment. Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered 28-Sep-17 Finolex Cables Limited AGM Management Accountants, [Firm Registration No. 117366W / W100018] as FOR FOR Compliant with Law, no governance issue identified. Statutory Auditors as set out at Item No. 4 of the Notice. Appointment of Mr. Sumit N. Shah [DIN: 00036387] as Director of the 28-Sep-17 Finolex Cables Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Company, liable to retire by rotation. Appointment of Mr. Shishir Lall [DIN: 00078316] as Director of the 28-Sep-17 Finolex Cables Limited AGM Shareholders FOR FOR Compliant with Law, no governance issue identified. Company, liable to retire by rotation

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 84 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

Appointment of Mr. Sumit N. Shah [DIN: 00036387] as Independent 28-Sep-17 Finolex Cables Limited AGM Management Director of the Company for a period of five consecutive years with FOR FOR Compliant with Law, no governance issue identified. effect from the date of this Annual General Meeting of the Company.

Appointment of Mr. Shishir Lall [DIN: 00078316] as Independent 28-Sep-17 Finolex Cables Limited AGM Management Director of the Company for a period of five consecutive years with FOR FOR Compliant with Law, no governance issue identified. effect from the date of this Annual General Meeting of the Company. Appointment of Mr. K. P. Chhabria as Advisor of the Company with 28-Sep-17 Finolex Cables Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. effect from 1st October, 2017 Approval of remuneration of M/s Joshi Apte & Associates, Cost 28-Sep-17 Finolex Cables Limited AGM Management Accountants, Pune (Firm Registration No.00240) as Cost Auditor of FOR FOR Compliant with Law, no governance issue identified. the Company for the financial year 2017-18. Payment of commission to Non Whole-time Directors, not exceeding one percent of the net profit of the Company or Rupees One Crore, 28-Sep-17 Finolex Cables Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. whichever is lower, as may be determined by the Board in each financial year To offer or invite subscriptions for secured/unsecured redeemable non-convertible debentures, in one or more series/tranches, Compliant with law. No dilution of holding to equity shareholders. No 28-Sep-17 Finolex Cables Limited AGM Management FOR FOR aggregating upto Rs.150 Crores (Rupees One Hundred Fifty Crores governance issue identified Only) on private placement basis. Approval for the Company to continue to purchase optical fibre from 28-Sep-17 Finolex Cables Limited AGM Management FOR FOR Compliant with Law, no governance issue identified. Corning Finolex Optical Fibre Private Limited. 29-Sep-17 GMR Infrastructure Limited AGM Management Adoption of Financial Statements FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

29-Sep-17 GMR Infrastructure Limited AGM Management Re-appointment of Mr. G.M. Rao as Director who retires by rotation FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Re-appointment of M/s. S. R. Batliboi & Associates LLP, Chartered 29-Sep-17 GMR Infrastructure Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Accountants, as Statutory Auditors of the Company. Ratification of remuneration to Cost Auditor for the financial year 29-Sep-17 GMR Infrastructure Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. ending March 31, 2018 Approval for issue and allotment of securities, for an amount upto ₹ 29-Sep-17 GMR Infrastructure Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 2,500 Crore in one or more tranches Re-appointment of Mr. G. M. Rao as Executive Chairman of the 29-Sep-17 GMR Infrastructure Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Company Re-appointment of Mr. Grandhi Kiran Kumar as Managing Director of 29-Sep-17 GMR Infrastructure Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. the Company. Consideration and adoption of Audited Financial Statements for the 29-Sep-17 Savita Oil Technologies Limited AGM Management year ended 31st March, 2017 together with the Reports of the Board FOR FOR Compliant with Accounting Standards, no governance issue identified. of Directors and the Auditors thereon 29-Sep-17 Savita Oil Technologies Limited AGM Management Confirmation of payment of Interim Dividend as Final Dividend FOR FOR Interim dividend already paid by the Company. No governance concerns Appointment of Director in place of Mr. Gautam N. Mehra, who 29-Sep-17 Savita Oil Technologies Limited AGM Management retires by rotation, and being eligible, offers himself for re- FOR FOR No concerns identified. appointment 29-Sep-17 Savita Oil Technologies Limited AGM Management Appointment of Statutory Auditors and to fix their remuneration FOR FOR Appointment compliant with law. Appointment of Mr. C. V. Alexander as the Whole-time Director of the 29-Sep-17 Savita Oil Technologies Limited AGM Management FOR FOR Compliant with law. No major governance concern identified. Company and to fix his remuneration Appointment of Mr. Siddharth G. Mehra as the Whole-time Director 29-Sep-17 Savita Oil Technologies Limited AGM Shareholders FOR FOR No concerns identified. of the Company and to fix his remuneration Appointment of Mr. Suhas M. Dixit as the Whole-time Director of the 29-Sep-17 Savita Oil Technologies Limited AGM Shareholders FOR FOR No concerns identified. Company and to fix his remuneration Appointment of Ms. Simran G. Mehra as the Non-Executive Director 29-Sep-17 Savita Oil Technologies Limited AGM Shareholders FOR FOR No concerns identified. of the Company Ratification of Cost Auditors remuneration for the financial year No governance issue observed in ratification of Cost Auditors 29-Sep-17 Savita Oil Technologies Limited AGM Management FOR FOR ending 31st March, 2017. remuneration for FY 2016-17

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 85 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 To receive, consider and adopt: a) the audited financial statements of the Company for the financial year ended March 31, 2017 together with the reports of the Board of Directors and Auditors thereon; and 29-Sep-17 Just Dial Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2017 together with the reports of the Auditors thereon.

To appoint a director in place of Mrs. Anita Mani, who retires by 29-Sep-17 Just Dial Limited AGM Management rotation at this Annual General Meeting and, being eligible, offers FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. herself for re-appointment. To ratify the appointment of M/s. S. R. Batliboi & Associates LLP, 29-Sep-17 Just Dial Limited AGM Management Chartered Accountants, as Statutory Auditors of the Company for the FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. financial year 2017-18. Appointment of Mr. Pulak Chandan Prasad as Non-Executive Director 29-Sep-17 Just Dial Limited AGM Shareholders FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. of the Company To consider and adopt the standalone financial statements and the Housing Development and consolidated financial statements of the Company for the year ended 29-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited as on March 31, 2017, together with the Report of the Board of Directors and the Auditors thereon Housing Development and 29-Sep-17 AGM Management Appointment of Statutory Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited Housing Development and 29-Sep-17 AGM Management Ratify the remuneration to Cost Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited Housing Development and 29-Sep-17 AGM Management To consider preferential allotment of Convertible Warrants FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited Housing Development and 29-Sep-17 AGM Management To consider fund raising programme of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited Housing Development and 29-Sep-17 AGM Management To consider payment of Commission to Non-Executive Directors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited Housing Development and To Re-appoint Mr. Rakesh Kumar Wadhawan (holding DIN: 00028573) 29-Sep-17 AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Infrastructure Limited as a Whole-time Director, Designated as Executive Chairman.

Adoption of Financial Statements (including the Consolidated 29-Sep-17 DLF Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Financial Statements) for the financial year ended 31 March 2017.

29-Sep-17 DLF Limited AGM Management Declaration of Dividend. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

29-Sep-17 DLF Limited AGM Management Re-appointment of Mr. G.S. Talwar, who retires by rotation FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

Appointment of S.R. Batliboi & Co. LLP (FRN 301003E/E300005) as 29-Sep-17 DLF Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Statutory Auditors and to fix their remuneration.

29-Sep-17 DLF Limited AGM Management Approval/ Ratification of fee payable to Cost Auditor FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Approval to offer or invite for subscription of Non-Convertible 29-Sep-17 DLF Limited AGM Management Debentures including other debt securities on private placement FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. basis. 29-Sep-17 DLF Limited AGM Management Approval of related party transactions FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. Approval of Share Purchase and Shareholders Agreement and related 29-Sep-17 DLF Limited AGM Management FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. transaction documents. Adoption of Financial Statements of the Company for the year ended 29-Sep-17 Indiabulls Real Estate Limited AGM Management March 31, 2017, and the Reports of Board of Directors and Auditors FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. thereon. Re-appointment of Mr. Gurbans Singh (DIN: 06667127) as Director, 29-Sep-17 Indiabulls Real Estate Limited AGM Management who retires by rotation and, being eligible offers himself for re- FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. appointment. Re-appointment of Mr. Vishal Gaurishankar Damani (DIN: 00358082) 29-Sep-17 Indiabulls Real Estate Limited AGM Management as Director, who retires by rotation and, being eligible offers himself FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. for re-appointment.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 86 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

Ratification of the appointment of M/s Walker Chandiok & Co. LLP, 29-Sep-17 Indiabulls Real Estate Limited AGM Management Chartered Accountants, a member of Grant Thornton International, FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. as the auditors of the Company and fixing their remuneration. Approval to issue of Non-Convertible Debentures and/or Bonds on a 29-Sep-17 Indiabulls Real Estate Limited AGM Management private placement basis, within the existing borrowing limits of INR FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds. 7,500 Crore. 29-Sep-17 Indiabulls Real Estate Limited AGM Management Approval to amendment in the Articles of Association of the Company. FOR ABSTAIN As per policy we abstain from voting on stocks held in passive funds.

30-Sep-17 Arihant Superstructures Limited AGM Management Adoption of Financial Statements FOR FOR Compliant with Accounting Standards, no audit qualifications. Compliant with Law, Company has sufficient liquid assets to pay 30-Sep-17 Arihant Superstructures Limited AGM Management Declaration of dividend FOR FOR dividend. Reappointment Compliant with law, no major governance concern 30-Sep-17 Arihant Superstructures Limited AGM Management Re-appointment of Mr. Nimish Shah as a Director FOR FOR identified Ratification of Appointment compliant with law. No Governance concern 30-Sep-17 Arihant Superstructures Limited AGM Management Ratification of Appointment of Statutory Auditors FOR FOR has been identified. Appointment of Ms. Vijayalakshmi R. Iyer as an Independent Woman Appointment compliant with law. No Governance concern has been 30-Sep-17 Arihant Superstructures Limited AGM Shareholders FOR FOR Director identified. Appointment compliant with law. No Governance concern has been 30-Sep-17 Arihant Superstructures Limited AGM Shareholders Appointment of Mr. Raj Narain Bhardwaj as an Independent Director FOR FOR identified. Consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR Compliant with Accounting Standards, no audit qualifications. 2017, along with the reports of the Board of Directors (“Board”) and Auditors’ thereon. To declare a final dividend of Re. 0.80 per equity share and to approve 30-Sep-17 Ashoka Buildcon Limited AGM Management the interim dividend of Re. 0.80 per equity share, already paid during FOR FOR Compliant with law, no concern identified. the year, for the year ended March 31, 2017. Re-appointment of Mr. Milapraj Bhansali (DIN: 00181897), who Reappointment Compliant with law, no major governance concern 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR retires by rotation and being eligible seeks re-appointment. identified Appointment of M/s SRBC & Co. LLP, Chartered Accountants, Mumbai, (FRN 324982E/ E300003) as Statutory Auditors of the 30-Sep-17 Ashoka Buildcon Limited AGM Management Company for the first term of 5 (five) consecutive years commencing FOR FOR Ratification of appointment compliant with law. No concern identified. from financial year 2017-18 to financial year 2021-22 and fixation of their remuneration. Appointment of M/s CY & Associates, Cost Accountants (FRN 000334) 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR Compliant with law, no concern identified. as Cost Auditors for FY 2017-18 and ratification of their remuneration. Revision of the remuneration payable to Mr. Ashok Katariya (DIN: 30-Sep-17 Ashoka Buildcon Limited AGM Management 00112240), Whole-time Director, designated as the Chairman of the FOR FOR Compliant with law. No major concern identified. Company for FY 2017-18. Revision of the remuneration payable to Mr. Satish Parakh (DIN: 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR Compliant with law. No major concern identified. 00112324), Managing Director of the Company for FY 2017-18.

Revision of the remuneration payable to Mr. Sanjay Londhe (DIN: 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR Compliant with law. No major concern identified. 00112604), Whole-time Director of the Company for FY 2017-18. Re-appointment of Mr. Milapraj Bhansali (DIN: 00181897) as a Whole- time Director of the Company for a period of 5 (five) years w.e.f. April Reappointment Compliant with law, no major governance concern 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR 1, 2017 and revision of the remuneration payable to him for FY 2017- identified 18. Re-classification of the shareholding of Mr. Sanjay Londhe, Whole- time Director and his relatives from Promoter and Promoter Group 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR Compliant with law, no concern identified. Category to Public Category in the shareholding pattern of the Company. Approval for continuation of employment of Mr. Sanjay Londhe, as a 30-Sep-17 Ashoka Buildcon Limited AGM Management Whole-time Director after re-classification of his shareholding to the FOR FOR Compliant with law, no concern identified. Public Category.

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 87 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

Re-classification of the shareholding of Mr. Narendra Shakadwipi and 30-Sep-17 Ashoka Buildcon Limited AGM Management his relatives from Promoter and Promoter Group Category to Public FOR FOR Compliant with law, no concern identified. Category in the shareholding pattern of the Company

To offer, issue and allot shares of the Company on preferential 30-Sep-17 Ashoka Buildcon Limited AGM Management allotment basis, under Qualified Institutional Placement or to raise FOR FOR No concerns identified. debt by way of offer, issue and allotment of Debt instruments. 30-Sep-17 Ashoka Buildcon Limited AGM Management Alteration of Articles of Association. FOR FOR Compliant with law, no concern identified. Approval for Service of Documents under Section 20 of the 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR Compliant with law, no concern identified. Companies Act, 2013. 30-Sep-17 Ashoka Buildcon Limited AGM Management Approval of Related Party Transaction. FOR FOR Compliant with law, no concern identified. Approval for enabling resolution for conversion of loan into equity Enabling resolution, conversion shall be in terms of the guideline set by 30-Sep-17 Ashoka Buildcon Limited AGM Management FOR FOR shares in the event of default RBI

Proxy Voting Report 01-07-2017 to 30-09-2017 Page 88