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Pvt. Ltd. (F Franklin Templeton Asset Management (India) Pvt. LId. Registered Office IndiabullsFinance Center,Tower2, 12th & 13th Floor, FRANKLIN TEMPLETON Senopoti Bapat Marg, Elphinstone(W),Mumbai -400013. INVESTMENTS Tel.:(91-22)6751 9100 Fax: (91-22)6639 1282 ON No. U67190MH1995PTC093356 www.fronklintempletonindia.com 14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATWES:

The Company has focused on promotion of education, eradication of hunger and poverty, and employment enhancing vocational skills among the list of permitted activities mentioned in Schedule VII of Companies Act, 2013. As at the financial year end the Company has spent Rs. 106,623,269 as against requirement of Rs. 106,629,043 i.e. approximately 99% which the Company was required to spend in the financial year 2017-18. An amount of Rs. 5,774 remained unspent as the Company couldn’t identify more number of sustainable programmes/projects for the optimal benefit of the under-privileged sections of the society during the year, the full CSR budget could not be utilized. The Company is in the continuous process of identifying more such projects for its SR compliance in future. A reference to the web-link to the SR policy is as given below.

http://www.franklinternpletonindia.com/en IN/investor/company/Initiatives

Details about the policy developed and implemented by the Company on CSR initiatives taken during the financial year is attached in Annexure- I.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year the Company has not made any investments or given any loan or guarantees to any person under section 186 of the Companies Act, 2013.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions of the Company with its related parties are in ordinary course of business and at arms’ length basis and are not material from Company’s perspective. Transaction which are considered either as arms’ length under transfer pricing guidelines or at book value/ actual cost are considered at arms’ length for the purpose of this report. Further, material contracts or arrangements are being construed as those contracts or arrangements which exceeds the limits mentioned under Rule 15 (3) of the Companies (Meeting of Board and its Powers) Second Amendment Rules, 2015. Details of related parh’ transactions as required under Accounting Standard- 18 are available as a part of the financial statements of the Company.

17. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1)relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

18. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The, company has a subsidiary, ITI Capital Markets Limited within the meaning of Section 2 (87) of C companies Act, 2013. 7 Yl’,; I Page6 o122

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Pvt. Ltd. Franklin Templeton Asset Management (India) Nt. Ltd. Registered Office: - lndiobullsFinance Center,Tower2, 12th & 13th FIoor FRANKLIN TEMPLETON Senopati Bapat Marg, Elphinstone *9, Murnbai-400013. INVESTMENTS Tel.:(91-22)6751 9100 Fax:(91-22) 6639 1282 CIN No.: U67190MH1995PTC093356 ww,.franklinternp elanindia.corn 25. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has ensured that internal financial controls with respect to financial statement to be followed by the Company and that such internal financial control are adequate and were operating effectively.

26. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACE, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013 and the Rules thereunder. The objective of this Policy is to lay clear guidelines and provide right direction in case of any reported incidents of sexual harassment across the Company’s offices and take appropriate decision in resolving such issues.

Further as per the aforesaid rules and regulations the Company at its meeting held on July 07, 2017 has also reconstituted an Internal Complaints Committee to address complaints relating to the captioned subject which comprises of the following members:

1. Shilpa Shetty (Presiding Officer) 2. Saumya Iyer 3. Priyanka Mukhopadhyay 4. Ajay Narayan 5. Meera Chawla 6. Renuka Seshadri

During the year, the Committee had received one complaint The complaint was investigated and necessary action was taken as per the policy adopted by the Company.

27. DOWNSTREAM INVESTMENTS MADE BYTHE COMPANY

As per RB! circular FEMA.278/2013-RB dated June 7, 2013, the PD! recipient Indian company at the first level which is responsible for ensuring compliance with the FD! conditionalihes like no indirect foreign investment in prohibited sector, entry route, sectoral cap / conditionalities, etc. for the downstream investment made by the subsidiary companies at second level and so on and so forth would obtain a certificate to this effect from its statutory auditor on an annual basis as regards status of compliance with the instructions on downstream investment and compliance with FEMA provisions. In this regard the Statutory Auditor has certified that the Company is in compliance with the regulations as regards downstream investment and other FEMA Compliances related to the same.

28. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors, to the best of iheir knowledge and belief and according to information and explanation obtained by them, confirm //thflt..

Page 8 o122 Franklin Templeton Asset Management (India) Pvt. Ltd. ii Registered Office: IndiobullsFinanceCenter, Tower2, 12th & lath Floor, FRANKLIN TEMPLETON Senapati BapotMarg, Liphinstone(WI,Mumboi -400013. INVESTMENTS Tel.:(91-22)6751 9100 Fox:(91-22)6639 1282

CIN No. : U67190Mh1995PTC093356 www.franIdinternpletonind acorn a) in the preparation of the annual financial statements for the year ended September 30, 2018, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended September 30, 2018 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

e) systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectiveLy

fl the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively

ACKNOWLEDGEMENTS Your Directors wish to place on record their sincere thanks to the investors for their continued support and patronage to the products of FTMF.

We take this opportunity to place on record their gratitude and appreciation for the continued support from the Government of India, the Securities and Exchange Board of India, the Reserve Bank of India and other government departments and authorities.

We would also like to thank all the shareholders, consultants, advisors, auditors, hankers, investor service agents, custodians and the employees at all levels for their continued support and cooperation in the growth and progress of the Company.

For and on Behalf of the Board of Directors Franklin Templeton Asset Management (India) Private limited

Snja5’ Sapre Vivek Kudva 4Vhbf&Time Director Director DIN: 01104702 DIN: 00748582

Place: Mu Date:9 Decervibe&

Puue9 ot22 Annre-l

Report on CSR Activities

1. Average net profit of the Company for the last three financial years. : Rs. 5,331,452,151 7 Prescribed CSR expenditure (2% of the amount as in item no 1. Above): Rs. 106,629,043 3. Details of CSR spent during the financial year a) Total amount spent during the financial year: Rs. 106,623,269 b) Amount unspent, if any: Rs. 5,774 c) Manner in which amount spent during the financial year: S. CSR Project or Sector in which the Project or Amount Amount spent Cumulative Amount spent: Direct No Activity identified project is covered Programmes Outlay on Project or expenditure upto or through (as per Schedule (Budget) Programmes the reporting implementing agency VII of Companies (1)Local area or other Project or period Act, 2013) Programmes Sub Heads: (in Rs.) (2) Specify the state Wise (in INR) (1) Direct and district where expenditure project or programmes was (2) overheads undertaken 1 Providing 6 mobile Education Mumbai, Maharashtra 8,101,460.00 Direct 8,101,460.00 Implementing agency: Labs and (Paid on: 22.05.2018) Agastya International maintenance Foundation (Year 2)

2 Supporting Education Mumbai, Maharashtra 17,608,022.00 Direct 17,608,022.00 Implementing agency: Abhudaya Nagar (Paid on: 17.05.2018) Akanksha Foundation School (Year 3)

3 TFI Fellowship Education Mumbai, Delhi, Direct 42,000,000 Implementing agency: Program: Hyderabad and Pune 42,000,000 Teach for India Supporting 100 Fellows 4 Digital Equalizer Education/Infrastr Karimnagar, Direct 5,550,000 Implementing agency: ucture Telengana 5,550,000 American India Foundation Trust 5 Jehangirpuri Infrastructure New Delhi Direct 1,988,009 Implementing agency: Kitchen 1,988,009 Akshaya Patra

Page 10 of22 a S CSR Project or Sector in which the Projector “—“ Amount Amount spent Cumulative AmoTh% spent: Direct

No Activity identified project is covered Programmes Outlay on Project or expenditure upto or through - (as per Schedule (Budget) Programmes the reporting implementing agency VII of Companies (1)Local area or other Project or period Act, 2013) Programmes Sub Heads: (in Ks.) (2) Specify the state Wise (in INK) (1) Direct and district where expenditure project or programmes was (2) overheads undertaken 6 Family based care Education Kerala, West Bengal, Direct 12,923,766 Implementing agency: to orphaned and Andhra 12,923,766 SOS Children’s Villages abandoned children Pradesh,Maharashtra in 9 SOS Homes 7 Installation of Infrastructure Andhra Direct 18,446,400 Implementing agency: Water Purifier Pradesh/Telengana 18,146,400 Bala Vikasa plants (ATW)-50 water purification plants

4. We hereby declare that implementation and monitoring of the CSR policy are in compliance with the CSR Policy and in compliance with CSR objectives and Policy of the Company

For and on behalf of the Board of Directors of Franklin Templeton Asset Management (India) Pvt. Ltd

Vwek Kudva Director 01104702 DIN: 00748582

Place: Nil nika.i Date: i 1) tcew*er 2-t-Q

Page II of22 ANNEXURE- II Form No. MGT-9 EXTRACT OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON SEPTEMBER 30, 2018 [P:rrsruu:t to section 92(3) of the ConqnnsiesAct, 2013 and Rule 12(1) of (lieCoinpariies (Managenre;:I unit Ad,niuistratioir) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS:

(i) :- U67190MH1995PTC093356 ICIN

(ii) Registration Date 06/10/1995

... : Franklin Templeton Asset Management (India) Private (iii) Name of the Company - Limited iiv Category : Company limited by shares ‘‘ Sub-Category of the Company - India Non-government Company Indiabulls Finance Centre, Tower 2, 12th and 13th

, Floor, Senapati Bapat Marg, Elphinstone (West) Address of the Registered office : (v) . Mumbai ,Mumbai City MH 400013 IN and contact details - E-mail Id: [email protected]

(vi) Whether listed company No

Name, Address and Contact - - (vii) details of Registrar and Transfer :- Link In Time Agent, if any —

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

[r. No. Name and Description of main NIC Code of the o to total turnover of the

- products/services - Produc service i company 90% 1. Management of Mutual Funds 66301 I

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. Name and address of CIN/GLN Holding’ ‘V,of Applicable N the Company Subsidian’ shares Section 0. /Associate held — 1. ITI Capital Markets U65991TN1993PLC024429 Subsidiary 100% 2(87) Limited** Company (under_liquidation) 2. Franklin Templeton —-—- Holding 100% 2(46) Holding Limited, Company Mauritius* *_ Franklin Templeton Holding Ltd., Maririlitis holds 100% of the Equity Share Capital of tireCompany along c5tfziitlz its nominee shareholder. the shafts of IT! Capital Ma, Atts Limitcd rats su, it I ui to (lit lujuidatoi

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it. Shareholding of Directors and Key Managerial Personnel:

Si. Name of Director Shareholding at the Change in Shareholding Shareholding at the No. beginning of the year during the year End of the year

No. of shares ‘V of total shares Increase Decrease No. of “I of total shares of j of the Company shares the Company “E1 Mr. Vivek Kudva 4 -— — 00.01% - 4 00.01% —

as nominee shareholder. Beneficial interest is null: Franklin Tenspklo;: Holding Limited, kin:: rums

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

• Secured Loans Unsecured Deposits Total Particulars excluding deposits Loans Indebtedness [iãebtedness at the beginning of the financial year (i) Principal Amount 13,219,943 Nil Nil 13,219,943 (ii) Interest due but not paid Nil Nil Nil Nil (iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) 13,219,943 Nil Nil 13,219,943 Change in Indebtedness during the financial year . Addition 4,792,362 Nil Nil 4,792,362 • Reduction (8,504,380) Nil Nil (8,504,380) ‘ Net Change (3,712,018) Nil (3,712,018) [iiidebtedness at the end of the financial year (i) Principal Amount 9,507,925 Nil Nil 9,507,925 (ii) interest due but not paid Nil Nil Nil Nil (iii) interest accrued but not due Nil Nil Nil Nil Total (i+ii+iii) 9,507,925 Nil Nil 9,507,925

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B. REMUNERATION TO OTHER DIRECTORS: Total Name of Directors Amount Sr. Particulars of Remuneration No. Deepak v.S. ayaram Vivek Navroz M.B.N. Rao J Sahvalekar Radhakrishnan S u brama n jam Kudva Seervai 1. Independent Directors 700,000 500,000 200,000 NA NA 200,000 1,600,000 a. Fee for attending board / committee meetings b. Commission [under section 197 (7)] 1,500,000 1,500,000 1,500,000 Nil Nil Nil 4,500,000 c. Others, please specify Total (1) 2,200,000 2,000,000 1,700,000 Nil Nil 200,000 6,100,000 2. Other Non-Executive Directors a. Fee for attending board / Nil Nil Nil Nil Nil Nil Nil

committee meetings -______b. Commission Nil Nil Nil Nil Nil Nil Nil c. Others, please specify Total (2) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Total (B)(1+2)

Total Managerial Remuneration 2,200,000 2,000,000 1,700,000 Nil Nil 200,000 6,100,000 Overall Ceiling as per the Act Not applicable vailment of Input GEE of Rs. 18,000 on lees for attending meetings is not included

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VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFNCES:

Type Section of Brief Description Details of Penalty/ Authority Appeal made, if the Companies Act Punishment/ [RD/NCLT any Compounding fees I COURT] (give Details) imposed A. COMPANY

Penalty — — — -- —

Punishment — — Compounding Section 193 of Observations: The compounding fees is RD/NCLT No Companies Act, 1. The pages were not consecutively page yet to be determined. 1956 numbered in respect of valuation committee meeting 2. The minutes were found to be loose leaf and were not bound in respect of Board of Directors Meeting and Valuation committee Meeting. Response: 1. Although the valuation committee is not required to abide by provisions of Section 193 of Companies Act, 1956 as it is not a committee of the Board of Directors and is constituted as per the requiremen mentioned in the Risk Management Circular of SEBI for the Mutual Fund business, the Company took steps to maintain the minutes of the valuation committee in bound form with consecutively numbered pages in the light of the observations made in the show cause notice. 2. While we used to follow the practice of bhding the minutes at periodical intervals, since the inspection, the Company started the practice to bind the minutes of the Board %\ meetings on Financial Year basis. Page 21 of22 Type Section of Brief Description Details of Penalty! Authority Appeal made, if the Companies Act PunishmenV [RD/NCLT any Compounding fees / COURT] (give Details) imposed

B. DIRECTORS

-- -- Penalty — —

Punishment — — —- Compounding Section 193 of In continuation to the details given in Company The compounding lees is RD/NCLT No Companies Act, section above- yet to be determined. 1956 The Director who was in-charge of the day to day affairs of the Company and the then Company Secretary have submitted the aforementioned compounding Application along with the Company.

Pursuant to the directions of the ROC to include some of the independent directors and ex directors in the compounding proceedings, the company is in the process of taking appropriate action in this regard. C. OFFICERS IN DEFAULT

Penalty ... — — — --

— -- Punishment — — — Compounding same as above

For and on behalf of the Board of Directors of Franklin Templeton Asset Management (India) Pvt. Ltd t— c4anjaySapre VivekKudva \cc\.j>Wfiole-Time Director Director 01104702 DIN: 00748582 Place: ;Date: ,-INI -— MUMb&t’ 9 DQ’nqWt Page 22 of 22