ANNUAL REPORT (CLOSE ENDED SCHEMES) 2019-20

Union Capital Protection Oriented Fund - Series 7 Union Capital Protection Oriented Fund - Series 8

Name of Mutual Fund: Name of Asset Management Company: Union Mutual Fund Union Asset Management Company Private Limited Registered Office: Corporate Identity Number (CIN): Unit 503, 5th Floor, U65923MH2009PTC198201 Leela Business Park, Registered Office: Andheri Kurla Road, Andheri (East), Mumbai - 400059 Unit 503, 5th Floor, Leela Business Park, • www.unionmf.com Andheri Kurla Road, Andheri (East), Mumbai - 400059. Toll Free No. 18002002268 • Non Toll Free. 022-67483333 • Fax No: 022-67483401 • Email: [email protected] Website: www.unionmf.com

Name of Trustee Company: Name of Sponsors: Union Trustee Company Private Limited Union Bank of India Corporate Identity Number (CIN): Registered Office: U65923MH2009PTC198198 Union Bank Bhavan, 239, Vidhan Bhavan Marg, Registered Office: Nariman Point, Mumbai - 400 021. Unit 503, 5th Floor, Leela Business Park, Dai-ichi Life Holdings, Inc. Andheri Kurla Road, Andheri (East), 13-1, Yurakucho 1-Chome, Chiyoda-ku, Mumbai - 400 059. Tokyo 100- 8411, Japan Tel: +91-22-6748 3300 • Fax: +91-22-6748 3401 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

CONTENTS

Trustee Report 3 - 229 Independent Auditor’s Report 230 - 231 Balance Sheet 232 Revenue Account 233 Cash Flow 234 Schedules 235 - 236 Notes 237 - 247 Annexure 1 248 - 249 Perspective Historical Per Unit Statistics 250 - 252

2 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

TRUSTEE REPORT

The Board of Directors of Union Trustee Company Private Limited has great pleasure in presenting the Ninth Annual Report and the Audited Accounts of the Schemes of Union Mutual Fund for the Financial Year ended March 31, 2020. Brief Background of Sponsors, Trust, Trustee Company and Asset Management Company (AMC) Union Mutual Fund Union Mutual Fund ("the Mutual Fund" or “the Fund”) was set up as a trust on December 1, 2010 by Union Trustee Company Private Limited [the Trustee/Trustee Company] in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882) and is duly registered under the Indian Registration Act, 1908 with Union Bank of India and Dai-ichi Life Holdings, Inc. as the Sponsors. The Trustee has entered into an Investment Management Agreement (IMA) dated December 2, 2010 with Union Asset Management Company Private Limited [the AMC] to function as the Investment Manager for all the schemes of the Mutual Fund. The Mutual Fund was originally registered with SEBI on March 23, 2011 under Registration Code MF/066/11/01. The Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India acquired the entire shareholding held by KBC Participations Renta in Union Asset Management Company Private Limited and Union Trustee Company Private Limited, which constituted 49% (forty nine per cent) of: (a) the paid-up equity share capital of Union Asset Management Company Private Limited; and (b) the paid-up equity share capital of Union Trustee Company Private Limited. The Board of Directors of Union Asset Management Company Private Limited and Union Trustee Company Private Limited approved the aforesaid transfer of shares on September 20, 2016. Pursuant to the above change in shareholding, Union KBC Mutual Fund was renamed as Union Mutual Fund, and SEBI vide its letter dated November 08, 2016 issued fresh Registration Certificate No. MF/066/11/01 dated November 08, 2016 in the name of Union Mutual Fund and cancelled the old Registration Certificate No. MF/ 066/11/01 dated March 23, 2011 in the name of Union KBC Mutual Fund. Subsequently, pursuant to the Investment and Subscription Agreement between Union Bank of India, Dai-ichi Life Holdings, Inc. and Union Asset Management Company Private Limited, Dai-ichi Life Holdings, Inc. had on May 17, 2018, invested in Union Asset Management Company Private Limited to the extent of 39.62% of the post issue share capital of Union Asset Management Company Private Limited, on a fully diluted basis, subject to relevant terms and conditions. Pursuant to this investment, Dai-ichi Life Holdings, Inc. holds more than 40% of the networth of Union Asset Management Company Private Limited. Consequently, Union Bank of India and Dai-ichi Life Holdings, Inc. have become Co-sponsors of Union Mutual Fund. The Sponsors of Union Mutual Fund Union Mutual Fund is sponsored by Union Bank of India and Dai-ichi Life Holdings, Inc. The Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India (Sponsor) and KBC Participations Renta (erstwhile co-sponsor) have entrusted a sum of ₹ 1,00,000 each to the Trustee as the initial contribution towards the corpus of the Mutual Fund. Union Bank of India is one of the leading public sector banks in India and is headquartered in Mumbai. As on May 31, 2020, the Bank had a network of about 9447 domestic branches, 3 foreign branches, 1 representative office and 1 subsidiary office and 1 joint venture and around 30 million customers. Moreover, all of these branches are integrated under the Core Banking Solution. Union Bank of India was one of the first large public sector banks in the country to have implemented 100% networking of branches. Dai-ichi Life Holdings, Inc. (“Dai-ichi Life”) is a stock company with limited liability, incorporated under the laws of Japan in the year 1902 and listed on the Tokyo Stock Exchange. Dai-ichi Life is a financial services holding company engaged in carrying out both insurance and non-insurance (including asset management) businesses through various subsidiaries and affiliated companies. Over the past 10 years, Dai-ichi Life has expanded its business globally and is currently engaged in the life insurance sectors of 7 jurisdictions other than Japan. In addition to the life insurance business, Dai-ichi Life is also engaged in the business of asset management and has setup a trilateral business structure to cover the asset management markets of Japan, Europe and USA. Dai-ichi Life carries out asset management business in Japan and overseas through its group company /affiliates, Asset Management One Co. Ltd. and the Janus Henderson Group. Asset Management One Co. Ltd. and Janus Henderson Group are emerging global asset management companies that provide customers with high quality products and services. Dai-ichi Life is a committed and reputable player in the insurance and asset management business. Union Trustee Company Private Limited (the Trustee) Union Trustee Company Private Limited [Corporate Identity Number (CIN): U65923MH2009PTC198198] is a company incorporated under the Indian Companies Act, 1956 and was incorporated on December 30, 2009 having its Registered Office at Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East) Mumbai – 400 059. The Trustee is the exclusive owner of the Trust Fund and holds the same in trust for the benefit of the unit holders. The liabilities and the responsibilities of the Trustee shall be as prescribed in the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time (the Regulations). Union Trustee Company Private Limited, through its Board of Directors, has been discharging its duties and carrying out the responsibilities as provided in the Regulations and the Trust Deed. The Trustee seeks to ensure that the Fund and the Schemes floated there under are managed by the AMC in accordance with the Trust Deed, the Regulations, directions and guidelines issued by SEBI, the Stock Exchanges, the Association of Mutual Funds in India (AMFI) and other regulatory agencies. Directors of the Trustee Company (as on March 31, 2020): Directors of the Trustee Company (as on March 31, 2020): Name Brief Experience Dr. K. Cherian Varghese# Dr. Cherian is the Chairman of the Board of Directors of the Trustee Company. He was the Chairman of the Board for Industrial and Financial Reconstruction (BIFR) from the year 2009 to 2010 with responsibilities of overall governance. He was also the Chairman and Managing Director of Union Bank of India and Corporation Bank from the year 2004 to 2006 and year 2000 to 2004 respectively. He has also worked with National Institute of Securities Market as a Member, Board of Governors, IDBI Intech as Director, Export Import Bank of India as Director, Indian Institute of Banking and Finance as President. Mr. Kurian Peter Arattukulam# Mr. Kurian is currently a Director on the Board of Muthoot Capital Services Limited and Muthoot Finecorp Limited. He was also a Director on the Board of JP Morgan Asset Management India Private Limited, Geojit Financial Services Limited, Granules India Limited and Geojit Credits Private Limited. He has held several positions in Unit Trust of India and was the Executive Trustee from 1987 till 1993. From 1997 to 2010, Mr. Kurian was the Executive Chairman of Association of Mutual Funds in India (AMFI). Mr. Kurian has also received two awards - Best Marketing Man of the year in 1987 and Best Professional Manager in 1989. Mr. Durga Prasad Duvvuri# Mr. Duvvuri has been a consultant since 1993. He has been undertaking training and workshop sessions on change management for several important academic institutions such as IIM-Bangalore, XIM-Bhubaneshwar, IRMA, Administrative Staff College of India - Hyderabad, UTI- Institute of Capital Markets-Navi Mumbai, SBI Staff College and Management Associations. Mr. Duvvuri was a member of the advisory Board of the incubation centre set up by Small Industries Development Bank of India and Indian Institute of Technology, Kanpur in the IIT Campus at Kanpur till March 2005. He has been a columnist, on management matters, for a leading financial newspaper in India. Mr. K. Madhava Kumar# Mr. Madhava Kumar was the Executive Director of Educhannel Mumbai, a consultancy firm for overseas education from April 2009 till February 2013. Prior to this, he was associated with UTI Asset Management Company Limited at its Mumbai Head Office as the Chief General Manager in the Department of Sales and Marketing. He joined the services of Unit Trust of India / UTI Asset Management Company Limited in December 1977. Thereafter, through a series of internal promotions, he worked in different departments in various positions at various locations. Last worked as President (Chief General Manager) in the Department of Sales and Marketing. Mr. Madhava Kumar has over three decades of rich experience in Mutual Fund Operations.

3 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

Directors of the Trustee Company (as on March 31, 2020): (Contd.) Name Brief Experience Ms. Monika Kalia* Ms. Monika Kalia is the Chief General Manager of Union Bank of India, responsible for Finance and Accounts and Investor Relations functions. She is a graduate in Commerce and a Company Secretary from Institute of Company Secretaries of India. She is also a certified member of Indian Institute of Bankers. She has an exposure of over 23 years of working in field as well as administrative offices. She has been the Company Secretary of Union Bank of India. Ms. Monika Kalia is currently a Director on the Board of Star Union Dai-ichi Life Insurance Company Limited. * Associate Director # Independent Director Union Asset Management Company Private Limited (the AMC) Union Asset Management Company Private Limited [Corporate Identity Number (CIN): U65923MH2009PTC198201], is a company incorporated under the Indian Companies Act, 1956 on December 30, 2009, having its Registered Office at Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East) Mumbai – 400 059 (with effect from August 07, 2017). Union Asset Management Company Private Limited has been appointed as the Asset Management Company of Union Mutual Fund by the Trustee vide Investment Management Agreement (IMA) dated December 2, 2010, as amended from time to time, executed between Union Trustee Company Private Limited and Union Asset Management Company Private Limited. Directors of the AMC (as on March 31, 2020): Name Brief Experience Mr. Rajkiran Rai G.* Mr. Rajkiran Rai G. is the Managing Director and CEO of Union Bank of India. He is a graduate in agricultural Science and a certified member of Indian Institute of Bankers. He has more than three decades of rich banking experience including heading Industrial Finance Branch, Regions and Zonal Offices. He started his career in 1986 as an Agricultural Finance Officer in Central Bank of India, and has the rich experience of heading various branches at different parts of the country for more than 17 years. On his elevation as General Manager, he was given the responsibility of heading Human Resource Development Department. He was the Field General Manager of Mumbai Zone of Central Bank of India, when he was elevated to the post of Executive Director of Oriental Bank of Commerce. He was also serving on the Board of Canara HSBC Oriental Bank of Commerce Life Insurance Co. Ltd. Mr. Gopal Singh Gusain* Mr. Gopal Singh Gusain is the Executive Director of Union Bank of India. He is a Science graduate from Garhwal University and is an Associate Member of Institute of Cost & Management Accountants of India and Indian Institute of Bankers. He also holds diploma in Treasury, Investment and Risk Management. As a career banker with the Punjab National Bank, he has exposure of 24 years of working in field as well as administrative offices. He has worked in Credit and Risk Management function extensively. He has held various positions such as Chief Executive of Hong Kong Operations, Group Chief Risk Officer, Group Compliance Officer and General Manger Recovery & General Manager Corporate Credit. Mr. Daiju Sasaki* Mr. Daiju Sasaki is Vice President - Investment Operations of Star Union Dai-ichi Life Insurance Company Limited. He was associated with DLI North America Inc., as Senior Vice President, Investment Research from April 2017 to March 2019 and responsible for selecting and monitoring various third party investment funds and Asset Management Companies. He has exposure of 19 years of working in various investment front offices associated with Dai-ichi Life Insurance Company Ltd, Dai-ichi Life Vietnam Fund Management, Daiichi Life Insurance Company of Vietnam, Limited, Dai-ichi Life and International (U.S.A.), Inc Mr. S C. Gupta# Mr. Gupta, a practising Chartered Accountant, is a Senior Partner of M/s Suresh Chandra & Associates New Delhi, a Chartered Accountant's firm set up by him in February 1975. He has discharged duties as Government Nominee / Shareholder Director of Public Sector Banks / Undertakings including Canara Bank, UCO Bank, Power Finance Corporation Ltd, BOB Capital Markets Limited, PNB Asset Management Company Limited. He passed the C.A examination of the Institute of Chartered Accountants of India in November 1973 in the first attempt securing All India 13th Rank. He was associated with PNB Asset Management Company as an Independent Director from the year 1999 till 2005. He is currently a Director on the Boards of various companies. Mr. Anil Bafna# Mr. Anil Bafna, a practicing Chartered Accountant, is a Senior Partner of A. Bafna & Co., Chartered Accountants. He was associated with Rajasthan State Industrial Development and Investment Corporation Limited (RIICO) as an Independent Director from May 2015 till 2019. He was also associated with India Nivesh Ltd. as Chairman from 2007 till 2014. He has discharged duties as a member of the Committee on Financial Markets & Investment Protection of Institute of Chartered Accountants of India and even as a National Expert of United Nation Industrial Development Organisation (UNIDO), Vienna, Austria. He is currently a Director on the Boards of various companies. Mr. Prakash Karnik# Mr. Prakash Karnik was the Managing Director at IDFC Private Equity till June 2008. He worked with IDFC Private Equity, a 100% subsidiary and asset management company of IDFC for two and a half years and invested in a number of infrastructure companies on behalf of two Private Equity Funds of the size of US $ 630 million. Mr. Prakash Karnik was a freelance advisor to Baring Private Equity Advisors India since May 2003. Mr. Karnik was a Director with Jardine Fleming India Securities Ltd and subsequently its group company Electra Partners Asia since March 1996 till May 2003 and also a Director with Capital International Asia CDPQ INC for one year till March 2003. He was in charge of Indian investments of Electra and along with his team developed the Indian portfolio. Mr. Karnik has served as a member on the listing advisory committee of the National Stock Exchange of India. Mr. Karnik has contributed in the creation of the first venture capital fund in the year 1987 in India on behalf of UTI. He worked as the General Manager of the Unit Trust of India (UTI), where he worked for over 10 years till February 1996. He was responsible for setting up primary market division in UTI. Mr. Karnik has also been involved in the purchase of privatization assets from the Government of India from its very inception. Mr. Karnik has served as Director on various public and private companies in India. Mr. Animesh Chauhan# Mr. Animesh Chauhan, was the Managing Director & Chief Executive Officer of Oriental Bank of Commerce for the period December 2014 to June 2017. He has more than three decades of rich banking experience including handling Overseas operations, Regions and Zonal Offices. He started his career in 1979 as Direct Recruited Officer in Bank of Baroda and was elevated as General Manager in February 2010. He joined Central Bank of India on his elevation as Executive Director on August 2013 and he was overseeing the portfolios such as Retail Banking, Information Technology, Transaction Banking, Priority Sector, MSME and Recovery. He was also serving on the Board of Canara HSBC Oriental Bank of Commerce Life Insurance Co. Ltd, India Infrastructure Finance Company Limited, Indian Institute of Banking & Finance and member of Indian Bank Association and National Institute of Banking Studies and Corporate Management. *Associate Director #Independent Director

4 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

OPERATIONS: As of 31st March 2020, Union Mutual Fund had 15 Open-ended schemes, namely Union Multi Cap Fund, Union Liquid Fund, Union Long Term Equity Fund (Formerly Union Tax Saver Scheme), Union Dynamic Bond Fund, Union Small Cap Fund, Union Largecap Fund, Union Balanced Advantage Fund, Union Corporate Bond Fund, Union Equity Savings Fund, Union Value Discovery Fund, Union Arbitrage Fund and Union Overnight Fund, Union Focused Fund, Union Large & Midcap Fund and Union Midcap Fund. In addition, Union Mutual Fund also had a close-ended scheme, namely Union Capital Protection Oriented Fund-Series 8 as of March 31, 2020. It may be noted that Union Capital Protection Oriented Fund-Series 7 had matured on 3rd March 2020. Equity Market Review (F.Y. 2019 - 20) The Financial Year 2019-2020 was volatile with 3 main events influencing the market: (1) re-election of the NDA-led Government in May 2019, (2) taxation reforms introduced in September 2019 and (3) disruption caused by the Coronavirus pandemic. Nifty 50 Index fell by 26.0%, while the Nifty Midcap 100 Index lost 35.9% and Nifty Smallcap 100 Index lost 46.1%. Sectors that fared better were FMCG (Nifty FMCG Index -9.9%), Information Technology (Nifty IT Index -18.3%) and Pharma (Nifty Pharma Index -23.2%). Sectors that dragged the market lower were Metals (Nifty Metal index -47.9%), Auto (Nifty Auto Index -43.2%), Banks (Nifty Bank Index -37.1%) and Energy (Nifty Energy Index -32.5%). As investors turned risk-averse, demand for safer investment avenues increased. Hence, interest rates globally declined, with US 10-year interest rates moving down to 0.668% from 2.407%. Indian 10-year Government security yields also fell from 7.35% to 6.14%. Reduced economic activity around the globe due to the pandemic sent crude oil prices down 78%. Indian currency depreciated by 9% against the US Dollar, from 69.16 to 75.63. Amid economic uncertainty, Gold as an asset class gave strong returns for the year (MCX iCOMDEX Gold +27.2%). Despite a stable government being re-elected and taxation reforms passed by the finance ministry, the economic outlook remained subdued for the year. This was driven by weakened consumer sentiments and tight financial liquidity conditions. While Government expenditure continued to drive overall economic growth, the expected recovery in private capital investments remained elusive. Globally too, trade tensions between the USA and China kept the growth outlook in check. The year ended with the outbreak of Coronavirus across the globe. All the affected nations brought public activity down to a halt, in a bid to contain its spread. In response to the resultant economic shocks, global central banks, led by the Federal Reserve, have injected liquidity into the system to cushion the impact. Indian Government implemented one of the strictest lockdowns seen in the world and announced a INR20 lakh crore financial relief package to fight the pandemic. As the infection rate is coming under control and restrictions are being lifted, signs of economic recovery are visible in some sections of the economies, both locally and globally. While a strong economic recovery is expected in FY22, global rating agencies on average have estimated a ~10% loss in GDP over FY21-22. Debt Market Review (F.Y. 2019 -20) The domestic economy continued to decelerate throughout the year. High frequency indicators across the sectors indicated growth slowdown. A sharp slowdown in investment activity along with a continued moderation in private consumption growth further widened the negative output gap. The weakness in economic activity was visible in quarterly GDP numbers. GDP growth fell from 5.7% for Q4 2018-19 to 3.10% in Q4 2019-20. Consumer Price Index (CPI) remained within RBI’s comfort zone of 4% in H1 2019-20, however, in H2 2019-20 CPI started moving up and spiked to 7.59% in January 2020 and thereafter trended downwards to 5.91% in March 2020. The spike in headline inflation was on account of increase in food inflation which jumped from 2.36% in July 2019 to 14.12% in December 2019 and then moved down to 8.76% in March 2020. During the year 2019-20, the Monetary Policy Committee (MPC) reduced the policy repo rate under the liquidity adjustment facility (LAF) by 185 basis points to 4.40% and fixed rate reverse repo rate by 200 basis points to 4.0%. In the last MPC meeting announced on 27th March 2020, the repo rate was reduced by 75 basis points to deal with the economic situation arising out of Covid-19 pandemic. In the aftermath of covid-19 pandemic, RBI announced a number of measures to ease the stress in the financial markets. Despite ample liquidity in the system, its distribution is highly asymmetrical across the financial system, and starkly so within the banking system. To help banks tide over the pandemic induced disruption, RBI cut the cash reserve ratio (CRR) of all banks by 100 basis points to 3.0 per cent of net demand and time liabilities (NDTL). The credit spreads spiked and corporate bond markets turned illiquid over the fears of COVID-19 disruptions. To stabilise the markets, the RBI conducted Targeted Long Term Repos (TLTRO) for Rs 1,00,000 crores. The RBI injected durable liquidity of Rs 3.74 lakh crores in the financial system. This helped the banking system and the spike in money market rates and the credit spreads normalised. Gross market borrowing for the year was Rs 7.1 lakh crores and the fiscal deficit was 3.8% of GDP against 3.3% budgeted. Higher market borrowing and slippage in fiscal deficit expectations kept the term spreads elevated and upwards of 150 basis points. The rate cuts and various RBI measures brought the interest rates down across the yield curve. The 10-year benchmark G-Sec yield fell by 107 basis points from 7.27% at the beginning of the year to 6.20% at the end of the financial year. AAA-rated PSU 10 year bond yield fell by 100-120 basis points during the year. The impact was seen more in short maturity (upto 3 years) instruments where yield fell by 150-160 basis points. Investment Objective and performance of the schemes : 1. Union Multicap Fund (Formerly Union Equity Fund): An open-ended equity scheme investing across large cap, mid cap, small cap stocks. The investment objective is to achieve long-term capital appreciation by investing substantially in a portfolio consisting of equity and equity related securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2019-2020, the NAV return of the Growth Option was -20.47% and that of Direct Plan - Growth Option was -19.96%. The fund out-performed its benchmark, the S&P BSE 500 TR Index* which returned -26.46%. Superior stock selection has enabled the scheme to achieve this. *Disclaimer: The “Index” viz. “S&P BSE 500 Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&PDow Jones Indices LLC or its affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 2. Union Long Term Equity Fund (Formerly Union Tax Saver Scheme): An Open-ended Equity Linked Saving Scheme with a statutory lock in of 3 years and tax benefit. The investment objective is to generate income and long-term capital appreciation by investing substantially in a portfolio consisting of equity and equity related securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2019-2020, the NAV return of the Growth Option was -20.79% and that of Direct Plan - Growth Option was -20.54%. The fund out-performed its benchmark, the S&P BSE 500 TR Index* which was down -26.46%. Superior stock selection has enabled the scheme to achieve this. *Disclaimer: The “Index” viz. “S&P BSE 500 Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 3. Union Small Cap Fund (Formerly Union Small and Midcap Fund): Small Cap Fund - An Open Ended Equity Scheme predominantly investing in Small Cap stocks. The investment objective of the scheme is to achieve long term capital appreciation by investing in a portfolio consisting of equity and equity related securities, predominantly of small cap companies. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was down -23.13% and that of Direct Plan - Growth Option was down -

5 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

22.58%, however the fund outperformed its benchmark, the Nifty Small Cap 100 TR Index* which was down by -45.30%. The Fund follows a quality oriented approach towards portfolio creation with focus on companies with healthy balance sheets, good return ratios and long term structural growth, avoiding cyclical stocks and companies with significant debt on their books. This approach helped the fund outperform the benchmark during the year. *Disclaimer: The “Product” offered by “the issuer” is not sponsored, endorsed, sold or promoted by NSE Indices Limited (formerly known as India Index Services & Products Limited). NSE Indices does not make any representation or warranty, express or implied (including warranties of merchantability or fitness for particular purpose or use) and disclaims all liability to the owners of “the Product” or any member of the public regarding the advisability of investing in securities generally or in the “the Product” linked to Nifty Smallcap 100 Index or particularly in the ability of the Nifty Smallcap 100 Index, to track general stock market performance in India. Please read the full Disclaimers in relation to the Nifty Smallcap 100 Index in the Scheme Information Document. 4. Union Largecap Fund (Formerly known as Union Focussed Largecap Fund): Large Cap Fund - An open ended equity scheme predominantly investing in large cap stocks. The investment objective of the Scheme is to seek to generate capital appreciation by investing in a portfolio of select equity and equity linked securities of large cap companies. However, there can be no assurance that the Investment Objective of the scheme will be achieved. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was down -23.23% and that of Direct Plan - Growth Option was down -22.71%. However, the fund outperformed its benchmark, the BSE 100 TR Index* which was down -25.56%. Superior stock selection has enabled the scheme to achieve this. *Disclaimer: The “Index” viz. “S&P BSE 100”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 5. Union Balanced Advantage Fund (Formerly known as Union Prudence Fund): An Open-ended Dynamic Asset Allocation Fund. The investment objective of the Scheme is to achieve long term capital appreciation and generate income through an equity portfolio by using long equities, equity derivatives and arbitrage opportunities available. However, there is no assurance that the Investment Objective of the scheme will be achieved. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was down -9.74% and that of Direct Plan - Growth Option was down -9.19%, however the fund outperformed its benchmark, the 65% S&P BSE 50 Index (+) 35% CRISIL Composite Bond Index TR Index* which was down -12.29%. Along with the out performance, the volatility of the scheme returns, as measured by standard deviation, was lower than that of benchmark equity returns, which is in line with the stated objective. Timely Equity Allocation throughout the year helped the scheme achieve this. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 6. Union Value Discovery Fund: An Open-ended equity scheme following a value investment strategy. The investment objective of the scheme is to seek to generate long term capital appreciation by investing substantially in a portfolio of equity and equity related securities of companies which are undervalued (or are trading below their intrinsic value). However, there can be no assurance that the Investment Objective of the scheme will be achieved. The NAV of the Regular Plan - Growth Option was down -27.58% and that of Direct Plan - Growth Option was down - 26.85%, during FY 2019-2020. The fund underperformed its benchmark, the BSE 500 TR Index* which was down -26.46%. The strategy for the Union Value Discovery Fund is to invest significant portion of fund assets in Bargain stocks which we believe are trading at a discount to the current fair value as they are out of favour largely due to temporary factors. We expect these stocks to re-rate as and when headwinds in the sector or the company recede over a period of time and hence are expected to deliver superior returns. *Disclaimer: The “Index” viz. “S&P BSE 500 Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 7. Union Equity Savings Fund: An Open Ended Scheme investing in Equity, Arbitrage and Debt. The investment objective of the scheme is to seek capital appreciation and/or to generate consistent returns by actively investing in a combination of diversified equity and equity related instruments, arbitrage and derivative strategies and exposure in debt and money market instruments. However, there is no assurance that the Investment Objective of the scheme will be achieved. The NAV of the Regular Plan - Growth Option was down -3.95% and that of Direct Plan - Growth Option was down -3.45%, during FY 2019-2020. The fund underperformed its benchmark, CRISIL Short Term Debt Hybrid 75+25 Fund Index* which was up 0.46%. Over- weight position in unhedged equity relative to the benchmark resulted in the underperformance. The volatility of the scheme returns, as measured by standard deviation, was lower than that of benchmark equity returns, which is in line with the stated objective. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 8. Union Arbitrage Fund: An Open Ended scheme investing in Arbitrage Opportunities. The investment objective of the scheme is to generate capital appreciation and income by predominantly investing in the cash and derivatives segment of the equity market, and by investing the balance in debt and money market instruments. However, there is no assurance that the Investment Objective of the scheme will be achieved. The NAV of the Regular Plan - Growth Option was up 6.50% and that of Direct Plan - Growth Option was up 7.05%, during FY 2019-2020. The fund marginally out-performed its benchmark, the Nifty 50 Arbitrage Index* which was up 6.09%. The arbitrage positions are executed taking calculative measures , taking exposure to maximum stock with equal weights and avoiding undue risky exposure ,thereby outperformed the benchmark. *Disclaimer: The “Product” offered by “the issuer” is not sponsored, endorsed, sold or promoted by NSE Indices Limited (formerly known as India Index Services & Products Limited). NSE Indices does not make any representation or warranty, express or implied (including warranties of merchantability or fitness for particular purpose or use) and disclaims all liability to the owners of “the Product” or any member of the public regarding the advisability of investing in securities generally or in the “the Product” linked to Nifty 50 Arbitrage Index or particularly in the ability of the Nifty 50 Arbitrage Index, to track general stock market performance in India. Please read the full Disclaimers in relation to the Nifty 50 Arbitrage Index in the Scheme Information Document. 9. Union Large & Midcap Fund: An open-ended equity scheme predominantly investing in large and midcap stocks. The investment objective of the Scheme is to seek to generate capital appreciation by investing in a portfolio of select equity and equity linked securities of mid cap companies. However, there can be no assurance that the Investment Objective of the scheme will be achieved. The scheme was launched in during the year FY 2019-2020 and the NAV of the Regular Plan - Growth Option since inception is down -24.40% and that of Direct Plan - Growth Option was down -24.2%. However, the fund outperformed its benchmark, the S&P BSE 250 LargeMidCap TR Index * which was down -27.03%. Superior stock selection has enabled the scheme to achieve this. *Disclaimer: The “Index” viz. “S&P BSE 250 LargeMidCap Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme.

6 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

10. Union Focused Fund: An open ended equity scheme investing in maximum 30 stocks. The investment objective of the Scheme is to seek to generate capital appreciation by investing in a portfolio of select equity and equity linked securities upto a maximum of 30 stocks across market capitalization. However, there can be no assurance that the Investment Objective of the scheme will be achieved. The scheme was launched in during the year FY 2019-2020 and the NAV of the Regular Plan - Growth Option since inception is down -15.20% and that of Direct Plan - Growth Option was down -14.60%. However, the fund outperformed its benchmark, the S&P BSE 500 TR Index * which was down -20.07%. Superior stock selection has enabled the scheme to achieve this. *Disclaimer: The “Index” viz. “S&P BSE 500 Index”, is a product of Asia Index Private Limited (AIPL), which is a joint venture of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and BSE Limited, and has been licensed for use by Union Asset Management Company Private Limited. For the detailed disclaimer in this regard please refer to the Scheme Information Document (SID) of the Scheme. 11. Union Midcap Fund: Mid Cap Fund - An open ended equity scheme predominantly investing in mid cap stocks. The investment objective of the Scheme is to achieve long term capital appreciation and generate income by investing predominantly in equity and equity related securities of mid cap companies. However, there can be no assurance that the Investment Objective of the scheme will be achieved. Union Midcap Fund is a new Scheme. Its initial allotment was on March 23, 2020 and first NAV was on March 30, 2020 and hence performance for the Scheme has not been provided. 12. Union Liquid Fund: An Open-Ended Liquid Scheme. The investment objective is to provide reasonable returns commensurate with lower risk and high level of liquidity through a portfolio of money market and debt securities. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2019-2020, the NAV of the regular Growth Option was up 6.16% while NAV of the Direct Plan - Growth Option was up 6.26%, however the fund underperformed its benchmark, the CRISIL Liquid Fund Index* which was up by 6.39%. The fund reduced the exposure to companies and sectors where the financial stress was likely to intensify due to COVID-19 pandemic. Lower exposure to high yield papers led to underperformance in the year. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 13. Union Dynamic Bond Fund: An open-ended dynamic debt Scheme investing across duration, the investment objective is to actively manage a portfolio of good quality debt as well as money market instruments so as to provide reasonable returns and liquidity to the investors. However, there can be no assurance that the investment objective of the scheme will be achieved. During the year FY 2019-2020, the NAV of the regular growth plan was up 11.64% while NAV of the direct growth plan was up 11.95% however the fund underperformed its benchmark, the CRISIL Composite Bond Fund Index* which was up by 12.65%. During the year, the duration profile of the scheme was maintained at higher levels than that of the benchmark in anticipation of rate cut and liquidity measures from RBI. The fund invested in G-Sec and AAA rated PSU bonds largely and avoided investing in any security rated lower than AAA. The fund underperformed the benchmark as the yield curve steepened during the year due to expectations of larger than normal GOI market borrowing in FY21. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. 14. Union Capital Protection Oriented Fund - Series 7 A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is “oriented towards protection of capital” and not “with guaranteed returns”. Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc. The scheme matured on March 3, 2020. The Fund was launched in Feb 2017 and the allotment was completed on 28th February, 2017. Since inception, the scheme's Regular Plan - Growth Option gave returns of 6.12% while Direct Plan - Growth Option gave returns of 6.71%. The Scheme underperformed its benchmark, 85% CRISIL Short Term Bond Fund Index (+) 15% S&P BSE 50 Index which gave a return of 8.36%, as the Fund is close ended with the fixed income portion invested in debt securities maturing in line or prior to the Fund maturity and the benchmark consists of higher duration bonds. The fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the Nifty. The high cost of the option has led to the current under-performance. 15. Union Capital Protection Oriented Fund - Series 8 A Close-ended Capital Protection Oriented Scheme, the investment objective of the Scheme is to seek capital protection on maturity by investing in fixed income securities maturing on or before the tenure of the scheme and seeking capital appreciation by investing in equity and equity related instruments. However, there is no assurance that the investment objective of the Scheme will be realized and the Scheme does not assure or guarantee any returns. The Scheme is "oriented towards protection of capital" and not "with guaranteed returns". Further, the orientation towards protection of the capital originates from the portfolio structure of the scheme and not from any bank guarantee, insurance cover etc. The Fund was launched in September 2017 and the allotment was completed on 8th September, 2017. Since inception, the scheme's Regular Plan - Growth Option gave returns of 1.33% while its Direct Plan - Growth Option gave returns of 1.85% till March 2020 and underperformed its benchmark, the (CRISIL Hybrid 85+15 Conservative Index) which gave a return of 5.81%, as the Fund is close ended with the fixed income portion invested in debt securities maturing in line or prior to the Fund maturity and the benchmark consists of higher duration bonds. The fund invests in long dated Nifty options, the performance of which is leveraged to the performance of the Nifty. The high cost of the option has led to the current under-performance. 16. Union Corporate Bond Fund An Open-Ended Debt Scheme predominantly investing in AA+ and above rated corporate bonds. The investment objective is to achieve long term capital appreciation by investing substantially in a portfolio of corporate debt securities. However, there can be no assurance that the investment objective of the scheme will be achieved. The scheme was launched in May 2018. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was up 4.18% while NAV of the Direct Plan - Growth Option was up 4.60% , however the fund underperformed its benchmark, the CRISIL Short Term Bond Fund Index* which was also up by 11.53%. Multiple credit rating downgrades of one of the securities and its subsequent sale at discount having ~7% exposure of fund AUM led to the underperformance in the year. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices.

7 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

17. Union Overnight Fund An Open-Ended Debt Scheme investing in overnight securities, the investment objective of the Scheme is to generate returns by investing in Debt and Money Market Instruments with overnight maturity. However, there is no assurance that the investment objective of the scheme will be achieved. The scheme was launched in March 2019. During the year FY 2019-2020, the NAV of the Regular Plan - Growth Option was up 5.03% while NAV of the Direct Plan - Growth Option was up 5.14% the fund underperformed its benchmark, the CRISIL Overnight Index* which was up by 5.28% The fund invests its corpus in overnight tri-party repos as per the fund mandate. The moderate size of the fund led to underperformance of the fund. *CRISIL Disclaimer: CRISIL Indices are the sole property of CRISIL Limited (CRISIL). CRISIL Indices shall not be copied, transmitted or distributed in any manner for any commercial use. CRISIL has taken due care and caution in computation of the Indices, based on the data obtained from sources, which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Indices and is not responsible for any errors or for the results obtained from the use of the Indices. CRISIL especially states that it has no financial liability whatsoever to the users of CRISIL Indices. Basis and policy of investment underlying the scheme The basis and policy of investment of the Schemes is in line with the investment objective of the Scheme as mentioned above, and as per the asset allocation pattern and investment strategy detailed in the respective Scheme Information Document (SID). MUTUAL FUND INVESTMENTS ARE SUBJECT TO MARKET RISKS, READ ALL SCHEME RELATED DOCUMENTS CAREFULLY. Equity Market Outlook: Post the rally in June 2020, Nifty is down 15% from 31st December 2019 and is trading at a significant discount to its current fair value, based on our internal research. While the fair value growth in the near term could be significantly impacted, we believe the slowdown would be temporary and the recovery will be swift. Since market returns are driven by both fair value growth as well as valuation re-rating, current valuations present an attractive opportunity for investors to increase their allocation to Equity. According to us, the driver of fair value growth beyond the current slowdown could be a) Government introducing stimulus measures to boost private consumption which has slowed due to the lockdowns, b) cyclical uptick in economy along with release of pent up demand, which can lead to improved capacity utilization, c) consequent earnings growth from increased asset utilization, getting a boost from operating leverage, and d) reduction in the cost of equity led by accommodative monetary policies - both locally and globally. However, the key risks to near term fair value growth are a) longer-than-expected economic slowdown due to Covid-19 outbreak, b) a second wave of Covid-19 infections and c) higher fiscal and current account deficit. Debt Market Outlook: The macroeconomic impact of the pandemic is turning out to be more severe than initially anticipated, and various sectors of the economy are experiencing acute stress. The impact of the shock has been compounded by the interaction of supply disruptions and demand compression. The inflation outlook should remain benign with lockdown-related supply disruptions mended. The inflation outlook is highly uncertain. As supply lines get restored in the coming months with gradual relaxations in the lockdown, the unusual spike in food inflation in April 2020 is expected to moderate. Deficient demand may hold down pressures on core inflation (excluding food and fuel), although persisting supply dislocations impart uncertainty to the near term outlook. However, volatility in financial markets could have a bearing on inflation. These factors, combined with favourable base effects, are expected to take effect and pull down headline inflation below 4% in H2 of 2020-21. Economic activity other than agriculture is likely to remain depressed in Q1 of 2020-21 in view of the extended lockdown. Even though the lockdown may be lifted by end July with some restrictions, economic activity even in Q2 may remain subdued due to social distancing measures and the temporary shortage of labour. Recovery in economic activity is expected to begin in Q3 FY 2021 and gain momentum in Q4 FY2021 as supply lines are gradually restored to normalcy and demand gradually revives. For the year as a whole, downside risks to domestic growth remain significant. Given all these uncertainties, GDP growth in 2020-21 is estimated to remain in negative territory, with some pick-up in growth impulses from H2 of 2020-21 onwards. Fiscal deficit is expected to widen significantly on back of lower revenues and fiscal stimulus. Significant impact on corporate profits in fiscal 2021 is expected. The situation is likely to normalise by fiscal 2022 for most sectors if the pandemic is controlled timely. In early fiscal 2021, the MPC reduced the policy repo rate under the liquidity adjustment facility (LAF) by 40 basis points to 4.00% and fixed rate reverse repo rate by to 3.35%. RBI also announced a number of regulatory and development measures to ease the stress in economy and financial markets. RBI announced TLTRO 2.0, refinancing of all India Financial Institutions, widened the spread between Repo and reverse repo rate to 65 basis points, eased the borrowing of State and Central government borrowing in a non- disruptive manner, eased the asset classification norms etc. The interest rates are expected to remain soft with downward bias in the near to medium term as the economic activities are expected to remain muted and inflation is expected to be within RBI’s comfort zone of 4%. The term spread and credit spreads are expected to compress further with measures announced by RBI and expectations of more measures to ease the stress in the economy. Investor Services Union Mutual Fund services a client base of more than 2 lakh accounts across India through its 18 offices and 204 Investor Service Centres (ISCs) of its Registrar and Transfer Agent (RTA), Computer Age Management Services Pvt. Ltd. (CAMS). Our dedicated Call Centres at Chennai and Mumbai offer continuous and uninterrupted services to investors and distributors. Union Mutual Fund has been focused on taking big strides on digital front. Following are the major initiatives executed for investors on our website during 2019-20 : 1. Union Chatbot - serves as an online assistant to investors 2. Quick Online Lumpsum Purchase 3. Quick online SIP Registration 4. Register for Online One Time Mandate (e-OTM) 5. Quick SIP Renewal (without login) 6. Online SIP Cancellation 7. Online SIP Pause 8. Online PAN Updation These microsites aim at providing the investor with a clean interface, a rich user experience and helps complete the investment in a matter of minutes. Union Mutual Fund is looking to expanding its digital presence to provide its distributors a seamless transaction path. The AMC has tied up with MF Utility, an industry initiated mutual fund transaction platform. For IFAs we have enabled the facility of generating customized links for their respective investors for generating investments. During the year under review, Union Mutual Fund has launched the following new schemes : Scheme Name Type of scheme (uniform description of scheme) Union Focused Fund An open ended equity scheme investing in maximum 30 stocks across market caps (i.e. Multi Cap) Union Large & Midcap Fund Large & Mid Cap Fund - An open ended equity scheme investing in both large cap and mid cap stocks Union Midcap Fund Mid Cap Fund - An open-ended equity scheme predominantly investing in mid cap stocks We advise investors to regularly check their account statements and inform the AMC in case there is any difference in the investors’ details or the transaction details as reflected in the account statement. Investors are requested to verify their bank account for receipt of dividend / redemption proceeds. Investors can approach any of the AMC offices or contact the Call Centre for clarification/discrepancy, if any. We also advise investors to register their email address and mobile numbers, if not registered, to receive alerts about their financial and non- financial transactions. We would also request the investors to recheck the KYC status, since it is mandatory to complete the KYC requirements for unitholders including for all joint holders and the guardian in case of folio of a minor investor for processing financial transactions (including redemption, switches and all types of systematic plans) and non-financial requests.

8 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

As on 31st March 2020, there are 2,52,899 investor accounts under all the schemes of the Fund. Redressal of Complaints received against Union Mutual Fund during 2019-20 Name of Mutual Fund: Union Mutual Fund Total number of folios as on March 31, 2020: Com- Type of (a) No. of (b) No of Action on (a) and (b) plaint complaint# complaints pending complaints Resolved Pending code at the beginning received Within 30-60 60-180 Beyond Non 0-3 3-6 6-9 9-12 of the year during the year 30 days days days 180 days Actionable* months months months months I A Non receipt of Dividend 0 0 0 0 0 0 0 0 0 0 0 on Units I B Interest on delayed payment 0 0 0 0 0 0 0 0 0 0 0 of Dividend I C Non receipt of Redemption 0 4 4 0 0 0 0 0 0 0 0 Proceeds I D Interest on delayed payment 0 0 0 0 0 0 0 0 0 0 0 of Redemption II A Non receipt of Statement of 0 0 0 0 0 0 0 0 0 0 0 Account/Unit Certificate II B Discrepancy in Statement 0 0 0 0 0 0 0 0 0 0 0 of Account II C Data corrections in Investor 0 54 54 0 0 0 0 0 0 0 0 details II D Non receipt of Annual Report/ 0 0 0 0 0 0 0 0 0 0 0 Abridged Summary III A Wrong switch between 0 1 1 0 0 0 0 0 0 0 0 Schemes III B Unauthorized switch between 0 0 0 0 0 0 0 0 0 0 0 Schemes III C Deviation from Scheme 0 0 0 0 0 0 0 0 0 0 0 attributes III D Wrong or excess 0 0 0 0 0 0 0 0 0 0 0 charges/load III E Non updation of changes 0 0 0 0 0 0 0 0 0 0 0 viz. address, PAN, bank details, nomination, etc IV Others 0 53^ 53^ 0 0 0 0 0 0 0 0 TOTAL 0 108 108 0 0 0 0 0 0 0 0 # including against its authorized persons/ distributors/ employees. etc. *Non actionable means the complaints that are incomplete / outside the scope of the mutual fund. ^Out of the 53 complaints under the heading 'Others', 41 complaints pertain to transaction processing errors and 11 complaints pertains to scheme performance. The above complaints data has been reviewed by the Board of Directors of Union Trustee Company Private Limited in its meeting held on May 29, 2020. Significant Accounting Policies Accounting policies are in accordance with Securities & Exchange Board of India (Mutual Fund) Regulations 1996.

9 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

Unclaimed Dividends & Redemptions: For Financial Year 2019-2020 the amount of dividend and redemption declared and remaining unclaimed is Rs. 39,01,657.30. Scheme Name Unclaimed Redemptions Unclaimed Dividend Amount (Rs.) No. of Investors Amount (Rs.) No. of Investors Union Asset Allocation Fund 130,993.13 3 1,893.24 1 Union Arbitrage Fund - - Union Balanced Advantage Fund 59,795.46 2 Union Corporate Bond Fund 146,985.39 2 - Union Captial Protection Oriented Fund Series 1 198,914.16 7 Union Captial Protection Oriented Fund Series 2 12,336.70 1 - - Union Captial Protection Oriented Fund Series 3 556,785.05 9 Union Captial Protection Oriented Fund Series 4 151,701.25 4 Union Captial Protection Oriented Fund Series 5 242,896.00 1 Union Dynamic Bond Fund 170,595.23 1 - - Union Equity Fund 807,360.33 12 6,531.65 7 Union Fixed Maturity Plan Series 7 59,367.00 3 - - Union Largecap Fund 572,523.27 2 Union Liquid Fund 1.28 1 - - Union Small Cap Fund 392,990.97 4 11,574.08 2 Union Long Term Equity Fund 52,192.84 2 27,525.19 42 Union Trigger Fund Series 2 296,874.03 5 Union Liquid Unclaimed Amount - Dividend Beyond 3 Years 1,821.05 1 Grand Total 3,852,312.09 59 49,345.21 53

The details on the process of claiming the unclaimed amounts and the necessary forms/documents for the same are available on the website i.e. www.unionmf.com UPDATION OF KNOW YOUR CLIENT (KYC) DETAILS In case there is any change in your KYC information please update the same by using the prescribed ‘KYC Change Request form’ and submit the same at the Point of Service of any KYC Registration Agency. VOTING RIGHTS POLICY, SCRUTINIZER’S CERTIFICATION, DETAILS OF ACTUAL EXERCISE OF PROXY VOTES ALONG WITH SUMMARY FOR 2019-20: As per the requirements of SEBI Circular No. SEBI/IMD/CIR No. 18/198647/2010 dated March 15, 2010 and subsequent circular(s) thereto with regard to “Role of Mutual Funds in Corporate Governance of Public Listed Companies”, Union Asset Management Company Private Limited has formulated its “Voting Rights Policy”. The said policy, the scrutinizer's certification on the Voting Reports for Financial Year 2019-20, the details of actual exercise of proxy votes along with the summary of votes cast during the Financial Year 2019 – 2020 are provided as Annexure A herewith. The scrutinizer's certification and the details of actual exercise of proxy votes are on the basis of the Voting Rights Policy applicable during the Financial Year 2019-20. Statutory Details: The Sponsors are not responsible or liable for any loss resulting from the operation of the Schemes of the Fund beyond the initial contribution (to the extent contributed) of ₹ 2,00,000 made for setting up the Fund, and such other accretions / additions to the same. The price and redemption value of the units, and income from them, can go up as well as down with fluctuations in the market value of its underlying investments in securities. Full Annual Report shall be disclosed on the website (www.unionmf.com) and shall be available for inspection at the Head Office of the Mutual Fund. Present and prospective unit holders / investors can obtain a copy of the trust deed, the full Annual Report of the Fund / AMC at a price and the text of the relevant scheme. Acknowledgements Union Mutual Fund is grateful to its investors / unit holders for reposing faith and confidence in it. The Fund expresses its deep gratitude and places on record its appreciation to the Securities and Exchange Board of India (SEBI), Association of Mutual Funds in India (AMFI), Reserve Bank of India (RBI) and other Government and regulatory authorities, Registrars, Custodians and Bankers for their continued support, advice and co-operation. For Union Trustee Company Private Limited Sd/- Director Place : Mumbai Date : July 24, 2020

10 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE A:

VOTING RIGHTS POLICY, SCRUTINIZER’S CERTIFICATION, DETAILS OF ACTUAL EXERCISE OF PROXY VOTES ALONG WITH SUMMARY FOR 2019-20 Voting Rights Policy Background: Union Asset Management Company Private Limited (the AMC) is the Asset Management Company for Union Mutual Fund. In terms of the SEBI circular dated 15th March 2010 issued by the Securities and Exchange Board of India (SEBI), as amended from time to time, the AMC has set out this Voting Policy. The Policy contains the principles that form the basis for exercise of all voting rights attached to the securities issued by the Investee Companies. In general, the AMC does not have the intention to participate directly or indirectly in the management of the companies but it will use its influence as the representative of the shareholders amongst others by exercising its voting rights in accordance with the best interests of its fund’s unit holders. Philosophy: Voting Right means, the right of a shareholder to vote on matters of corporate policy and other resolutions. The exercise of voting rights requires the regular monitoring of financial performances, corporate governance matters, industry performances and subsequent consideration of the potential impact of a vote on the value of the securities of the issuer held by the schemes of Union Mutual Fund. In order to discharge its obligations under this policy, the AMC accesses and utilizes research on management performance and corporate governance issues, drawn from its in-house research team, independent research firms amongst others. The Schemes are entitled to exercise the voting rights attached to the shares held by the respective schemes. The shareholders do not necessarily need to be physically present at the site of the company's annual meeting / extra-ordinary general meeting in order to exercise their right to vote. It is common for shareholders to voice their vote by proxy and accordingly the AMC may do so. In connection herewith, the AMC will exercise adequate safeguards to address any conflicts of interest with regard to any individual investments. This may imply that the AMC through its representatives may decide to refrain from exercising its voting rights if considered appropriate. The AMC will generally vote with the issuer company’s management on routine matters where the AMC does not have a differing point of view. With respect to non-routine matters such as proposed take-over, merger etc., the financial impact will be analysed and the vote will be cast on a case by case basis. Mutual fund assets will only be voted in the exclusive interest of the unit holders, without taking into consideration the interest of the businesses of associated Companies. The strict separation of the AMC’s asset management activities from other activities within associated companies prevents access of the Asset Management Company to insider and price sensitive information for which use and/or disclosure of such information could generate conflicts of interest. As a result, Union Group companies inter se may vote differently on a voting issue. The AMC will generally Abstain from voting for the following reasons : 1. The Information available in the notices is not sufficient to take any decision to vote for or against a resolution. 2. The Holding is in Schemes that are Exchange Traded Funds (ETF) or Index Funds or which are a part of Arbitrage position in any fund. As these holdings are not active holdings or positions in the underlying companies, the AMC will abstain from voting on any resolutions from such holdings. 3. The Holding is in Group Company. 4. The Schemes of the Union MF held the securities as on the record date but these have been sold prior to the date of the meeting. 5. The issues presented in the resolutions are unlikely to have a material impact on shareholder value and consequently the unit holders. Voting Guidelines: The list of corporate matters for which voting rights may be required to be exercised is very wide. However, some of the matters are critical for the investors and may impact the value of the investment in the long run. Broadly, 1. The AMC supports resolutions that change the state of incorporation, merger and other corporate restructuring etc. which are in the interest of the shareholder (respective schemes of Union Mutual Fund). 2. The Changes to the capital structure proposed by the company management, which the AMC believes to be in the long term interest of the company and the shareholders shall be supported and the AMC shall oppose such requests as are appearing to be unreasonably dilutive. 3. The AMC shall support proposals for employee equity compensation plans and other employee ownership plans including management compensation and employee benefits provided the same are perceived by the AMC to be in the long term interest of the company and shall enhance shareholders value. The AMC shall oppose overly generous stock options which could dilute existing shareholders value and also employee compensation perceived to be excessive. 4. The AMC shall evaluate issues relating to social and corporate responsibilities and may support matters which are believed to have significant socio-economic benefits but are not at a cost to the shareholder’s value. 5. The AMC shall support the Board’s nominees in the election of Directors and generally support proposals that strengthen the independence of the Board of Directors. The AMC believes that the foundation for good corporate governance is the selection of responsible, qualified, independent corporate Directors who are likely to diligently represent the interest of the Shareholders and oversee the management of the company in a manner that will seek to maximise shareholder value over time. 6. Other proposals submitted to shareholders related to selection of the auditors, amendments to the company’s charter or by-laws and Issues, including those business issues specific to the issuer or those raised by shareholders of the issuer, would be addressed on a case-by-case basis with a focus on the potential impact of the vote on shareholder value. The AMC reserves the right to vote against any resolution that goes against the interest of its unit holders. Decision Making Process: The decision regarding the voting on the resolutions of the Investee companies, i.e whether the AMC will vote for or against the resolution or refrain from voting shall be jointly taken by the Fund Manager and the Chief Investment Officer (CIO). In case the CIO is the Fund Manager or in case the CIO is absent, the decision will be taken jointly by the Fund Manager and the Chief Executive Officer (CEO). The AMC may consult other Institutional Shareholders and may consider the inputs from external agencies to arrive at the decision, if so required. Conflict of Interest: The AMC by virtue of being promoted by a large Financial Institution with many affiliates may be in a situation of conflict of interest. Conflict of interest may arise on account of the following situations

11 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE A:

1. The Investee Company is a Group Company of the AMC 2. The Investee Company is a client of the AMC, by virtue of its investments in the schemes of Union Mutual Fund 3. The affiliates of the AMC are lenders to the Investee Company 4. The Investee Company has a business association with the AMC. In such cases, the AMC will continue to ensure that the voting is in the best interest of the unit holders. However, if, in the opinion of the AMC, the AMC is highly conflicted in any particular resolution, the AMC may refrain from voting in such a case. Review and Control Process: The Investment Committee of the AMC shall review the voting rights exercised by the AMC periodically. On an annual basis, the AMC shall obtain Auditor's certification on the voting reports disclosed. Such auditor's certification shall be submitted to the Board of Directors of the Trustee Company and also disclosed in the relevant portion of the annual report distributed to the unitholders & on the website of the AMC. The Board of Directors of the AMC and the Trustee Company shall review and ensure that the AMC has voted on important decisions that may affect the interest of investors and the rationale recorded for vote decision is prudent and adequate. The confirmation to the same, along with any adverse comments made by the auditors, shall be reported to SEBI in the half yearly trustee reports. Delegation of Authority: Any of the following personnel/ representatives of the AMC or an externally authorised agency would be delegated the responsibility for exercising the voting rights by the Managing Director or the CEO (by whatever designation called) or the CIO: • CIO • Fund Manager (s) • Head - Compliance • Company Secretary • Head - Research/ Research Analyst(s) • Any other representative thought fit, depending on the matter on which vote is to be exercised. • Representative of an externally authorized agency such as the Custodian Exceptional circumstances: There may be circumstances where the AMC believes it is in the best interests of a Fund to vote differently than in the manner contemplated by the Guidelines. The ultimate decision as to the manner in which the AMC's representatives / proxies will vote rests with the AMC. Disclosures: This Policy shall be disclosed on the Website of the AMC and shall also be published in the Annual Report distributed to the Unit Holders. The actual exercise of the proxy votes in the AGMs/EGMs of the investee companies including the specific rationale supporting its voting decision (for, against or abstain) with respect to each of the following vote proposals shall be disclosed in the Annual Report to the Unit Holders and on the Website of the AMC: 1. Corporate governance matters, including changes in the state of incorporation, merger and other corporate restructuring, and anti-takeover provisions. 2. Changes to capital structure, including increases and decreases of capital and preferred stock issuances. 3. Stock option plans and other management compensation issues; 4. Social and corporate responsibility issues 5. Appointment and Removal of Directors. 6. Any other issue that may affect the interest of the shareholders in general and interest of the unit-holders in particular. The above mentioned disclosure of votes cast (for, against or abstain) including the specific rationale supporting its voting decision shall be made by the AMC in the annual report distributed to the unitholders and /or the website of the AMC as follows, in the format prescribed by SEBI, as amended from time to time: a) Disclosure of votes cast on the website on a quarterly basis, within 10 working days from the end of the quarter. b) Disclosure of votes cast in the annual report and on the website, on an annual basis. c) Additionally, a summary of the votes cast across all the investee companies and its break-up in terms of total number of votes cast in favour, against or abstained from shall be published. d) Auditor’s certification on the Voting Reports shall be disclosed in the annual report and on the website. Review of the Policy: The Policy shall be subject to annual Review. Note: The Policy has been revised with effect from July 01, 2020. Investors can access the revised policy on the AMC’s website viz. www.unionmf.com

12 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE A:

Auditor’s Certification on the Voting Report for the FY 2019-20: Strictly Private and Confidential July 07, 2020 Union Asset Management Company Private Limited Unit 503, 5th Floor, Leela Business Park, Andheri-Kurla Road, Andheri (East), Mumbai - 400059. Certificate for Voting Report of Union Mutual Fund for the financial year 2019-20. 1. This certificate is issued in accordance with the terms of our engagement letter dated June 17, 2020. 2. We have been appointed as the Scrutinizer in terms of Rule 20 (3) (ix) of Companies (Management and Administration) Rules, 2014 including amendments thereto, by Union Asset Management Company Private Limited (“the AMC”) to certify the Voting Reports disclosed by the AMC on its website, in terms of the Securities & Exchange Board of India ("the SEBI") Circular No. SEBI/IMD/CIR No. 18/198647/2010 dated March 15, 2010, Circular No. CIR/IMD/DF/05/2014 dated March 24, 2014 and SEBI Circular No. SEBI/HO/IMD/DF2/CIR/P/2016/68 dated August 10, 2016, as amended from time to time, containing details of votes cast by Union Mutual Fund (“the Fund") during the year ended March 31, 2020 (“the Voting Reports") for the purpose of onward submission to the Trustees of the Fund and for disclosure in the relevant portion of the Fund’s Annual Report and website. Management’s Responsibility 3. The management of the AMC (defined as the Management Committee of the AMC) is responsible for the preparation of the Voting Reports and disclosure of the same in the Annual Report and on their website in accordance with the provisions of the aforementioned SEBI circulars, as amended from time to time, maintaining the necessary records and for ensuring compliance with the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time and other guidelines issued by SEBI for Mutual Funds and/or Asset Management Companies and/or Trustee Companies in this regard. Auditors Responsibility 4. Our responsibility, for the purpose of this certificate, is limited to certifying accuracy of the particulars contained in the Voting Reports with reference to the relevant records and documents maintained by the AMC and produced before us for verification and the information, explanations and representations given to us. 5. We carried out our work in accordance with the Guidance Note on Reports or Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India (ICAI). This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Review of Historical Financial Information and Other Assurance and Related Services Engagements. 7. Our procedures have been planned to obtain all information and explanations that we considered necessary for the purpose of our work, which included evaluating the particulars contained in the Voting Reports as aforesaid. 8. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Criteria 9. The criteria against which the information was evaluated are: a. Policies & procedures framed by the AMC for exercising their voting rights in respect of the shares held by the Schemes of the Fund. b. Quarterly voting reports for the financial year ended March 31, 2020. c. The documents maintained by the Fund concluding the voting decision on the resolutions of the Investee Companies. d. The Minutes of the monthly meeting of the Investment Committee of the AMC for the financial year 2019-20. e. Communication between the Custodian and the AMC for votes casted. Observation 10. While checking the communication sent by the AMC to the Custodian for casting vote as “For” or “Against” the resolution, we observed that in 1 instance (one resolution pertaining to Tata Metaliks Ltd. AGM; date - 27th August 2019), the decision of the investment team to vote in favour of the resolution (“For”) was erroneously communicated as “Against” the resolution leading to an error in vote cast by the Custodian. We were informed that the process of emailing the voting decisions to the Custodian is performed manually and hence such error occurred. The AMC is exploring possibility of automating the process. Opinion 11. On the basis of the procedures performed as aforesaid, and according to the information, explanations and representations provided to us by the AMC, we certify that: a. the Voting Reports were disclosed on the Fund’s website (in a spreadsheet format) on a quarterly basis within 10 working days from the end of the relevant quarter. b. the contents of the Voting Reports are matching with the documents maintained by the Fund. c. The Voting Reports disclosed by the AMC on its website (www.unionmf.com) for the Financial Year 2019-20 are in accordance with the requirements of the aforementioned SEBI circulars. Based on the procedures performed as mentioned in paragraph 9 above and information and explanations provided to us by the Company, except for the effect of the matter described in the “Observation” section of our certificate, nothing has come to our attention that causes us to believe that, the details mentioned in the Voting Reports are inconsistent or not in agreement with the relevant records and documents maintained and representations provided by the AMC for the financial year ended March 31, 2020. Restriction on Use 12. This certificate has been issued at the request of the Management of the AMC for the purpose of onward submission to the Trustees of Union Mutual Fund and to enable the AMC and Union Trustee Company Private Limited to comply with the requirements of disclosures in the Annual Report and the website of the Union Mutual Fund. This certificate should not be used for any another purpose other than as mentioned in the aforesaid SEBI circulars and should not be distributed to any other party without our prior written consent. Yours faithfully For B S R & Co. LLP Chartered Accountants Firm Registration No: 101248W/W-100022 Sd/- Milind Ranade Partner Membership No: 100564 UDIN: 19100564AAAABF6919 Disclosure of Exercise of Proxy Votes in Equity Holdings across all schemes of Union Mutual Fund Summary of Proxy Votes cast by Union Mutual Fund across all the investee companies Summary of Votes cast during the F.Y. 2019-2020 F.Y. Quarter Total no. of resolutions Break-up of Vote decision For Against Abstained 2019 -2020 April 2019 to June 2019 118 101 17 0 2019 -2020 July 2019 to September 2019 1010 903 107 0 2019 -2020 October 2019 to December 2019 26 24 2 0 2019 -2020 January 2020 to March 2020 35 31 4 0 Total 1189 1059 130 0

13 Details of Votes cast by Union Mutual Fund during the Financial Year 2019-20 Quarter Meeting Date Company Name Type of Proposal by Proposal's description Investee company’s Vote (For/ Reason supporting the meetings Management or Management Against/ vote decision (AGM/EGM) Shareholder Recommendation Abstain)

April 2019 17-Apr-2019 CRISIL LTD. AGM Management Adoption of financial For For Financial accounts are as per - June statements for the year regulatory requirements. 2019 ended 31 December 2018 April 2019 17-Apr-2019 CRISIL LTD. AGM Management To declare final dividend For For The total dividend outflow - June of Rs.11 and confirm including dividend tax for 2019 payment of three interim 2018 is Rs. 2. 5 bn. The dividends aggregating dividend payout ratio is 90. Rs.19 per equity share 6%. (face value Re.1) April 2019 17-Apr-2019 CRISIL LTD. AGM Management Reappoint John Berisford For For John Berisford is the - June (DIN: 07554902) as President of S&P Global 2019 Director Ratings. He retires by rotation and is eligible to seek reappointment. His reappointment is in line with all statutory requirements. April 2019 17-Apr-2019 CRISIL LTD. AGM Management Appoint Ms. Arundhati For For Ms. Arundhati Bhattacharya - June Bhattacharya (DIN is the former Executive 2019 02011213) as an Chairperson of State Bank Independent Director of India. She was appointed for a period of five years as an Additional Director from 16 October 2018 with effect from 16 October 2018. Her appointment is in line with all statutory requirements. April 2019 22-Apr-2019 GRUH FINANCE LTD. Postal Ballot Management Modify Employee Stock For For The options to be issued - June Option Scheme 2015 under the modified scheme, 2019 (ESOS 2015) to grant including fresh options additional 9 mn stock and unexercised options, options to employees represent 1. 25% of the paid-up equity share capital. The options will be issued at market price; therefore, the cost impact of the scheme is likely to be limited. April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Adoption of financial For For No qualification in auditor's - June statements for the year report. 2019 ended 31 December 2018 April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Confirm total interim For For The total dividend for 2018 - June dividend of Rs. 90.0 per is Rs. 115, while it paid a 2019 share (face value Rs.10) dividend of Rs. 86 in 2017. and declare final dividend The total dividend outflow of Rs. 25.0 per share including dividend tax for (face value Rs.10) 2017 is Rs. 13. 3 bn. The dividend payout ratio for 2016 is 83. 0%. April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Reappoint Martin For For Martin Roemkens is the - June Roemkens (DIN: Director- Technical and 2019 07761271) as an has served on the board Executive Director for the past two years. His (Technical) reappointment is in line with all statutory requirements. April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Ratify remuneration of For For The total remuneration - June Rs. 0.2 mn (plus service proposed is reasonable 2019 tax and out of pocket compared to the size and expenses) for Ramanath scale of the company’s Iyer & Co. as cost operations. auditors for the records of the milk food products division for 2019

14 April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Appoint Ms. Roopa For For Ms. Roopa Kudva, 55, is - June Kudva (DIN:00001766) the Managing Director of 2019 as an Independent Omidyar Network India Director for a term of five Advisors Private Limited and years from 1 January was the MD & CEO of CRISIL 2019 Limited. Her appointment as an Independent Director meets all statutory requirements. April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Approve payment of For Against The proposed royalty is linked - June General License Fees to sales and does not have 2019 (royalty) to Nestlé S.A., any cap based on profits. In promoter entity, at the past, royalty has grown 4.5% of net sales and in line with both profits and shareholders’ approval dividends and has ranged will be sought every five at ~18% (10-year average) years, w.e.f. 1 July 2019 of pre-tax pre-royalty profits. We observe that the proposed royalty thresholds of 4. 5% of net sales and ~17-18% of pre-tax pre- royalty profits is higher than the median levels of 2. 0% of net sales and 12. 6% pre- tax pre-royalty profits, across 27 MNCs, however Nestlé’s operating margins are also higher. The resolution seeks shareholder approval in perpetuity, depriving shareholders the opportunity to periodically review the royalty arrangement. April 2019 25-Apr-2019 NESTLE INDIA LTD. AGM Management Reappoint Rajya Vardhan For For Rajya Vardhan Kanoria, 64, - June Kanoria (DIN:00003792) is CMD of Kanoria Chemicals 2019 as an Independent and Industries Ltd. He was Director for a further term appointed as an Independent of five years, w.e.f. 13 Director in the 2014 AGM May 2019 for a term of five years. The company proposes to extend his term further by five years. His reappointment is in line with all statutory requirements. April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Adoption of financial For For Financial accounts are as per - June statements for the year regulatory requirements. 2019 ended 31 December 2018 April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Declare final dividend of For For The total dividend outflow - June Rs. 7.0 per equity share including dividend tax for 2019 (face value Rs. 10.0) 2018 is Rs. 171. 3 mn. The dividend payout ratio at 18. 5%, is low. April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Reappoint Tanmay For Against Tanmay Kumar Ganguly - June Kumar Ganguly is President-Advanced 2019 (DIN:07619754) as Refractories of the Vesuvius Director Group worldwide. He attended 67% of board meetings held in 2018 and 60% over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period.

15 April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Appointment of Jan For For Jan Roel van der Sluis, - June Roel van der Sluis (DIN: a Dutch national, is the 2019 08276227) as Director President-Flow Control, Vesuvius Group. He was appointed as director on 1 November 2018 in the casual vacancy caused by the resignation of Francois Clement Wanecq. His appointment is in line with statutory requirements. April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Appointment of Ritesh For For Ritesh Dungarwal is an - June Dungarwal (DIN: aerospace engineer from 2019 08136275) as Managing IIT Bombay and has an Director for a period MBA from Kelly School of five years from 1 of Business, USA. He January 2019 and fix his has previously worked remuneration with Cummins for over 15 years. We estimate his remuneration for 2019 to be around Rs. 17. 9 mn. We expect the company to design the managerial remuneration so that a part of it should consist of variable pay in proportion to the performance of the company. Notwithstanding this, his estimated remuneration is in line with peers and is commensurate with the size and complexity of the business. April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Reappointment For Against Sudpito Sarkar is an - June of Sudpito Sarkar Advocate. He has been on 2019 (DIN: 00048279) as the board of the company Independent Director since July 2005. The for a period of five years company now proposes to from 29 April 2019 reappoint him for another period of five years from 29 April 2019. We classify him as non-independent due to his long association of over ten years with the company. If the company believes that it will benefit from him serving on the board, it must consider his reappointment as a non- independent director. April 2019 25-Apr-2019 VESUVIUS INDIA LTD. AGM Management Ratify remuneration of For For The total remuneration - June Rs. 0.1 mn (plus goods proposed to be paid to the 2019 and service tax and out cost auditor is reasonable of pocket expenses) compared to the size and annually to M/s Jithendra scale of operations. Kumar & Co, Cost Auditors April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of R For For R Mahesh Kumar is a - June LTD. Mahesh Kumar (DIN: Chartered Accountant. He 2019 05263229) as Managing will replace K Vijaykumar Director for a period as Managing Director. The of five years from 1 company must consider a cap April 2019 and fix his in absolute amounts on his remuneration overall annual remuneration. Notwithstanding, the estimated remuneration of Rs. 19. 5 mn for FY20 is in line with peers and is commensurate with the size and complexity of the business.

16 April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Reappointment of For For K Vijaykumar was previously - June LTD. K. Vijaykumar (DIN: the Managing Director & 2019 03578076) as Executive CEO of the company. With Director for a period the appointment of R Mahesh of five years from 1 Kumar as Managing Director, April 2019 and fix his he will now continue as an remuneration Executive Director. The company should provide clarity on the role he will play in this new capacity. Further, the company must consider a cap in absolute amounts on his overall annual remuneration. Notwithstanding, the estimated remuneration of Rs. 14. 5 mn for FY20 is in line with peers and is commensurate with the size and complexity of the business. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of Ms. For Against Ms. Kaviya Kalanithi Maran - June LTD. Kaviya Kalanithi Maran is the daughter of Kalanithi 2019 (DIN: 07883203) as Maran, Chairperson and Ms. Executive Director for a Kavery Kalanithi, Promoter period of five years from Director. We believe that to 1 April 2019 and fix her be on the board of a company remuneration as large as Sun TV Network Limited; an individual should have leadership experience. We believe that Ms. Kaviya Kalanithi Maran, 27, does not have enough experience to qualify her for the post of Executive Director. Further, the proposed remuneration at Rs. 13. 4 mn for FY20 is high and comparable to that paid to the CEO, who is a professional with several more years of experience. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of Sridhar For For Sridhar Venkatesh is the - June LTD. Venkatesh (DIN: Founder of Opus Fashions 2019 01662866) as an Private Limited. His Independent Director appointment is in line with for a period of five years statutory requirements. from 1 April 2019 April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Appointment of For For Desmond Hemanth - June LTD. Deshmond Hemanth Theodore is a Partner at 2019 Theodore (DIN: Tessco Constructions. His 06925291) as an appointment is in line with Independent Director statutory requirements. for a period of five years from 1 April 2019 April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Increase in Authorised For For To accommodate for future - June LTD. Share Capital issues the company seeks 2019 to increase its authorized capital from Rs 2. 25 bn (divided into 450 mn equity shares of Rs 5. 0 each) to Rs 6. 0 bn. This will be done through the creation of additional 750 mn equity shares of Rs 5. 0 each. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of For Against J Ravindran is an Advocate. - June LTD. J Ravindran (DIN: He has been on the board for 2019 00550700) as an over 10 years. We classify Independent Director him as non-independent for a period of five years due to his long association from 26 September 2019 with the company. If the company believes that it will benefit from him serving on the board, it must propose his reappointment as a Non- Independent Director.

17 April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of For Against Nicholas Martin Paul is the - June LTD. Nicholas Martin Paul Managing Director of Tan 2019 (DIN: 00542620) as an Business Ventures Pvt Ltd. Independent Director He has been on the board for a period of five years for over 10 years. We classify from 26 September 2019 him as non-independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it must propose his reappointment as a Non- Independent Director. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of For Against M K Harinarayanan is a real - June LTD. M K Harinarayanan estate developer. He has 2019 (DIN: 00545128) as an been on the board for over Independent Director 10 years. We classify him for a period of five years as non-independent due to from 26 September 2019 his long association with the company. If the company believes that it will benefit from him serving on the board, it must propose his reappointment as a Non- Independent Director. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Re-appointment of R For For R Ravivenkatesh is a - June LTD. Ravivenkatesh (DIN: businessman dealing in 2019 03565108) as an textile machinery, cotton Independent Director textiles and yarn, and for a period of five years garments export. He has from 26 September 2019 been on the board since August 2011 and will complete a tenure of 10 years on the board during the proposed term. We will classify him as non- independent once his tenure crosses ten years. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Approve continuation For For S Selvam, 78, is a movie - June LTD. of S Selvam (DIN: producer. Recent changes 2019 00727439) as a Non- in SEBI’s LODR require Executive Director for the directors having attained the remainder of his term age of 75 to be re-approved by shareholders through a special resolution. S Selvam is over 75 years of age. In line with this regulatory change, the company is seeking to ratify his continuation on the board for the remainder of his term. His continuation is in line with statutory requirements.

18 April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Allow remuneration to For Against At an aggregate remuneration - June LTD. Kalanithi Maran (DIN: of Rs. 875 mn, Kalanithi 2019 00113886) as Executive Maran was the highest paid Chairperson such that executive director of the BSE aggregate remuneration 500 companies in FY18. His to all Executive Directors remuneration is estimated to may exceed Rs. 50 mn aggregate Rs. 962. 5mn in or 2.5 % of net profits FY19. Remuneration of all individually or 5% of net executive directors exceeded profits on aggregate 10% of FY18 consolidated pre-tax profits, a large part of it was on account of the promoter group. Promoter remuneration aggregated Rs. 1. 75bn in FY18, which was almost 56% of total employee expenses for the year. With the appointment of Kaviya Kalanithi Maran, promoter remuneration will increase further. We do not support the resolution because promoter remuneration is high in the context of the company’s size, and the proposed remuneration is open-ended: there is no cap in absolute amounts on the quantum of remuneration that will be paid out. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Allow remuneration to For Against At an aggregate - June LTD. Kavery Kalanithi (DIN: remuneration of Rs. 875 2019 00113905) as Executive mn, Kavery Kalanithi was Director such that the highest paid executive aggregate remuneration director of the BSE 500 to all Executive Directors companies in FY18. Her may exceed Rs. 50 mn remuneration is estimated to or 2.5 % of net profits aggregate Rs. 962. 5mn in individually or 5% of net FY19. Remuneration of all profits on aggregate executive directors exceeded 10% of consolidated pre-tax profits in FY18, a large part of it was on account of the promoter group. Promoter remuneration aggregated Rs. 1. 75bn in FY18, which was almost 56% of total employee expenses for the year. With the appointment of Kaviya Kalanithi Maran, promoter remuneration will increase further. We do not support the resolution because promoter remuneration is high in the context of the company’s size, and the proposed remuneration is open-ended: there is no cap in absolute amounts on the quantum of remuneration that will be paid out. April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Approve alterations to For For The company is proposing - June LTD. the Memorandum of certain alterations to 2019 Association (MoA) the MoA. These relate to broadening the Main Objects Clause to facilitate the company to continue its existing business of producing and broadcasting satellite television in the face of changing technology and to amend the Capital Clause as given in Resolution #6.

19 April 2019 25-Apr-2019 SUN T V NETWORK Postal Ballot Management Approve alterations to the For For The company is proposing - June LTD. Articles of Association alterations to the AoA to 2019 (AoA) bring it in line with recent amendments that have been made in the SEBI Listing Regulation and the Companies Act, 2013. Clause 95 of the amended AoA allows the Chairperson to simultaneously hold the position of Chief Executive Officer (CEO) or the Managing Director (MD). Although, this provision is in line with current regulations, the company has already separated the roles of the Chairperson and the CEO. However, regulations have mandated role separation from 1 April 2020, following which the provisions under Clause 95 will no longer be valid. April 2019 01-May-2019 ACCELYA KALE Postal Ballot Management Change the name of For For The company proposes - June SOLUTIONS LTD. the company to Accelya to change its name from 2019 Solutions India Limited Accelya Kale Solutions and approve alterations Limited to Accelya Solutions in the Memorandum of India Limited. The new name Association (MoA) and removes the ‘Kale’ brand as Articles of Association the company now operates (AoA) to reflect the new and is identified under the name ‘Accelya’ brand. April 2019 11-May-2019 GATEWAY Postal Ballot Management To consent to and ratify For For GDL has raised debt to - June DISTRIPARKS LTD. the pledge of securities acquire Blackstone’s 2019 held in subsidiaries and compulsorily convertible associate company preference shares (CCPS) in Gujarat Rail Freight Limited (GRFL). Against the debt raised, the company has pledged all assets and equity in its material joint ventures, associates and subsidiaries – thus, severely constraining its financial flexibility. Given that all assets appear to be pledged, the company’s ability to refinance existing debt and the consequences of it being unable to do so remain unclear. This coupled with increasing promoter- level debt has created a precarious situation with respect the company’s credit quality. If the company defaults on debt, it could lose control over its operating businesses. Since the transaction has been completed, we are compelled to support the resolution.

20 April 2019 17-May-2019 J S W STEEL LTD. Postal Ballot Management Approve JSWL For For The company is - June Employees Samruddhi implementing the JSWL 2019 Plan 2019 involving up to Employees Samruddhi plan 12.5 mn shares through the trust route (JSW Steel Employees Welfare Trust), under which it will facilitate the acquisition of shares by the employees (0. 5% of the capital) from the open market, identifying a lending agency for this and by bearing 75% of the interest cost on the loan forwarded to the employee by the lending agency. There will be no dilution for existing shareholders on account of the plan. The financial impact will be minimal as the annual interest expense to be borne by the company (~Rs. 258. 2 mn) is around 0. 3% of the FY18 PBT and around 1. 3% of the total FY18 employee expenses. April 2019 17-May-2019 J S W STEEL LTD. Postal Ballot Management Approve for secondary For For Our view on this resolution - June acquisition of shares by is linked to our opinion on 2019 the employees under resolution #1. the JSWL Employees Samruddhi Plan 2019 and its administration under a trust April 2019 17-May-2019 J S W STEEL LTD. Postal Ballot Management Approve provisions For For Our view on this resolution - June including by way of is linked to our opinion on 2019 interest subsidy for the resolution #1. purpose of the JSWL Employees Samruddhi Plan 2019 April 2019 27-May-2019 BRITANNIA NCM Management Approve bonus issue For For The company will issue upto - June INDUSTRIES LTD. of three-year non- 240 mn non-convertible 2019 convertible debentures of debentures (NCD) of Rs. face value Rs. 30 each 30. 0 each aggregating to for each equity share of Rs. 7. 2 bn; these NCDs face value Re. 1 will be issued within the approved borrowing limit of Rs. 20. 0 bn. Britannia has a comfortable financial risk profile supported by low debt levels, comfortable debt protection measures, and strong profitability. The proposed issue of debentures is rated CRISIL AAA/Stable which denotes highest degree of safety regarding timely servicing of financial obligations. The company proposes to return its excess liquidity by way of these bonus NCDs. The NCDs will be redeemed after three years.

21 April 2019 01-Jun-2019 WIPRO LTD. Postal Ballot Management Approve buyback of up to For For The buyback of 323. 1 mn - June 323.1 mn equity shares equity shares will result in 2019 at a price of Rs. 325.0 an 5. 4% reduction in the per share through a equity share capital. This will tender offer result in Rs. 105 bn of excess cash being distributed to shareholders. The promoters have decided to participate in the buyback; therefore, if the buyback is successful, there will be no change in promoter holding. The buyback will enable the company to distribute surplus cash to its shareholders and may improve return ratios. April 2019 01-Jun-2019 WIPRO LTD. Postal Ballot Management Approve appointment For For (Ms. ) Arundhati Bhattacharya - June of (Ms.) Arundhati is the former Chairperson 2019 Bhattacharya (DIN: of State Bank of India. Her 02011213) as appointment is in line with Independent Director statutory requirements. from 1 January 2019 to 31 December 2023 April 2019 03-Jun-2019 CHOLAMANDALAM Postal Ballot Management Approve the sub-division For For Cholamandalam Investment - June INVESTMENT & of one equity share of and Finance Company 2019 FINANCE CO. LTD. Rs.10 each into five Ltd seeks shareholders’ equity shares of Rs.2 approval to sub-divide one each equity share of Rs. 10 each into five equity shares of Rs. 2 each. The proposed sub-division is expected to increase participation of small investors and improve the liquidity of the company’s shares. April 2019 03-Jun-2019 CHOLAMANDALAM Postal Ballot Management Approve the amendment For For On account of the proposed - June INVESTMENT & in capital clause V of sub-division of equity shares, 2019 FINANCE CO. LTD. the Memorandum of the Capital Clause (Clause Association to reflect the V) of the Memorandum of sub-division of equity Association (MoA) is being share capital changed to reflect the proposed authorized share capital of Rs. 7400 mn divided into 1200 mn equity shares of face value Rs. 2 each and 50 mn preference shares of Rs. 100 each. The existing authorized share capital is Rs. 7400 mn divided into 240 mn equity shares of face value Rs. 10 each and 50 mn preference shares of Rs. 100 each. April 2019 03-Jun-2019 CHOLAMANDALAM Postal Ballot Management Approve the alteration of For For The company is registered - June INVESTMENT & objects under Clause III as a Non-Deposit accepting 2019 FINANCE CO. LTD. in the Memorandum of NBFC since 2006 when it Association (MoA) which stopped accepting public enable the acceptance deposit. The current MoA of deposits and banking allows the company to activities accept deposits and carry on banking activities. In line with RBI Regulations and to appropriately reflect the current status of the company being a non-deposit taking non-banking company, the company proposes to delete clause lll (A)13(j) and amend clauses lll (8)10 and lll (8)11 which enable it to accept deposits and carry on banking business.

22 April 2019 04-Jun-2019 SUN NCM Management Approve the spin-off of For For The scheme intends to - June PHARMACEUTICAL overseas investment restructure several overseas 2019 INDS. LTD. undertakings into Sun holdings of the company by Pharma (Netherlands) transferring them to wholly B.V. (SPN) and Sun owned subsidiaries, SPN Pharmaceutical Holdings and SPHU. Since there is no USA Inc. (SPHU) movement of assets outside the group, no consideration is being paid for the transfer and there will be no impact on the consolidated financials. The exercise will help consolidate the group’s overseas holdings. April 2019 04-Jun-2019 GRUH FINANCE LTD. NCM Management Approve the scheme For For Bandhan Bank has been - June of amalgamation of unable to reduce its promoter 2019 GRUH Finance Ltd. with holding from the current 82. Bandhan Bank Ltd. 3% to 40% by August 2018, as per the RBI directives. This will now partly be addressed by the merger. The main advantage for GRUH Finance is an access to a stable source of funding and ability to expand its presence in the east on the back of the bank’s branch network. Further there has been an overlap in the business of both GRUH and parent HDFC, especially in the west. The merger of GRUH Finance with Bandhan Bank will address any conflict of interest concerns within the HDFC Group. Based on the swap ratio, there will be dilution of 25. 9% for existing shareholders on post issue capital. The valuation ascribed to GRUH Finance through the purchase consideration is expensive but in line with market multiples. April 2019 11-Jun-2019 SHRIRAM Postal Ballot Management Increase borrowing limit For For As on 31 March 2019, the - June TRANSPORT to Rs. 1.5 trillion from Rs. company had outstanding 2019 FINANCE CO. LTD. 1.25 trillion borrowings of Rs. 879. 1 bn, as against an existing borrowing limit of Rs. 1. 25 trillion. The company has plans to disburse an additional Rs. 580. 0 bn in FY20 as a part of its growth plans. The capital adequacy ratio as on 31 March 2019 is 20. 3% as against a minimum 15% as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio. The company has a credit rating of CRISIL AA+/Stable/CRISIL A1+, which denotes high degree of safety regarding timely servicing of debt obligations.

23 April 2019 11-Jun-2019 SHRIRAM Postal Ballot Management Create charges on the For For The company proposes to - June TRANSPORT company’s assets up to create charges on its assets 2019 FINANCE CO. LTD. Rs.1.8 trillion for its borrowings as well as its working capital facilities obtained from banks in the ordinary course of business. Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. April 2019 11-Jun-2019 SHRIRAM Postal Ballot Management Approve private For For The proposed issuance - June TRANSPORT placement of redeemable will be within the overall 2019 FINANCE CO. LTD. non-convertible proposed borrowing limit of debentures, subordinated Rs. 1. 5 trillion. debentures, bonds, or any other debt securities of up to Rs. 350 bn April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Adoption of standalone For For The company's financial - June SERVICES LTD. & consolidated financial statements do not carry any 2019 statements for the year auditor qualifications. ended 31 March 2019 April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Confirm payment of For For Tata Consultancy Services - June SERVICES LTD. interim dividend of Rs (TCS) declared interim 2019 12.0 per share and dividend of Rs 12. 0 per approve final dividend share and proposes a of Rs. 18.0 per equity final dividend of Rs 18. 0 share of face value Rs. 1 per share for FY19. Total per share dividend payout is Rs 30. 0 per share for the year. In FY19 the total dividend aggregated to Rs. 131. 5 bn, up 15. 6% from that paid in FY18. The dividend payout ratio for the year is 43. 7% (45. 1% in FY18). April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Reappoint N Ganapathy For For N. Ganapathy Subramaniam - June SERVICES LTD. Subramaniam as director (DIN 07006215) has been the 2019 liable to retire by rotation COO and Executive Director of TCS since 21 February 2017. His reappointment is in line with all statutory requirements. April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Appoint Hanne Birgitte For For Hanne Birgitte Breinbjerg - June SERVICES LTD. Breinbjerg Sorensen as Sorensen (DIN 08035439) 2019 an Independent Director is the former CEO of Damco for a period of five years and of Maersk Tankers. w.e.f. 18 December 2018 Her appointment as an Independent Director is in line with statutory requirements. April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Appoint Keki Minoo For For Keki Minoo Mistry (DIN - June SERVICES LTD. Mistry as an Independent 00008886) is the Vice 2019 Director for a period Chairperson and CEO of of five years w.e.f. 18 HDFC Ltd. His appointment December 2018 as an Independent Director is in line with statutory requirements. April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Appoint Daniel Hughes For For Daniel Hughes Callahan - June SERVICES LTD. Callahan as an (DIN 08326836) is the former 2019 Independent Director Chief Administrative Officer for a period of five years and Head of Operations w.e.f. 10 January 2019 and Technology of Citigroup. His appointment as an Independent Director is in line with statutory requirements.

24 April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Reappoint Om Prakash For For Om Prakash Bhatt (DIN - June SERVICES LTD. Bhatt as an Independent 00548091) is the former 2019 Director for a period of Chairperson of SBI. He five years from 27 June has been an independent 2019 director since 2 April 2012. He attended all six board meetings held in FY19. His reappointment as an independent director is in line with statutory requirements. However, after the completion of an aggregate 10-year tenure, we will consider him to be non-independent and assess board composition accordingly. April 2019 13-Jun-2019 TATA CONSULTANCY AGM Management Approve payment of For For Historically TCS has paid - June SERVICES LTD. commission to Non- between 0. 04%-0. 07% of net 2019 Executive Directors not profits as commission to non- exceeding 1% of net executive directors over the profits last five years. The company paid a total of Rs 121 mn (0. 04%) as commission to its non-executive directors in FY19. We expect the company to remain judicious in paying commission to its non-executive directors. Even so, the company must consider setting a cap in absolute terms on the commission payable. We do not encourage companies to present resolutions without a defined time limit for approval; shareholders must get an opportunity to periodically validate the commission payable to non- executive directors. April 2019 14-Jun-2019 RELAXO Postal Ballot Management Approve the increase in For For "To accommodate a 1:1 - June FOOTWEARS LTD. Authorised Share Capital bonus issue, the company 2019 to Rs. 510 mn and seeks to increase its consequent amendment authorized capital to Rs 510. to the Memorandum of 0 mn (510 mn equity shares Association (MoA) of Re. 1. 0 each) from Rs 207. 5 mn (207. 5 mn equity shares of Re. 1. 0 each). " April 2019 14-Jun-2019 RELAXO Postal Ballot Management Alteration of the Article of For For To reflect changes in the - June FOOTWEARS LTD. Association (AoA) of the authorized share capital, the 2019 company board is seeking approval for alteration in the Article of Association (AoA). April 2019 14-Jun-2019 RELAXO Postal Ballot Management Approve issue of bonus For For To issue the bonus shares, - June FOOTWEARS LTD. shares in the ratio of one the board has recommended 2019 bonus share for every capitalization of reserves. share held (ratio of 1:1) The bonus issue is being made with a view to increase the liquidity of the equity shares in the secondary market and to expand the retail shareholder base. April 2019 20-Jun-2019 STATE BANK OF INDIA AGM Management Adoption of financial For For No qualification in the - June statements for the year auditor's report. 2019 ended 31 March 2019

25 April 2019 21-Jun-2019 U P L LTD. EGM Management Issue of bonus shares of For For "The board has - June face value Rs 2.0 in ratio recommended capitalisation 2019 of 1 share for every 2 of a sum not exceeding shares held Rs. 509. 4 mn, by way of bonus shares, out of capital redemption reserve / securities premium account and/or any other permitted reserves / surplus of the company. The bonus issue is being made with a view to increase the liquidity of the equity shares in the secondary market. " April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Adoption of standalone For For The Report of the - June & consolidated financial Independent Auditors does 2019 statements for the year not contain any qualifications. ended 31 March 2019 April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve final dividend of For For Infosys has paid an interim - June Rs. 10.5 of face value Rs dividend of Rs. 7 per share, 2019 5.0 per share a special dividend of Rs 4 per share and is proposing to pay Rs. 10. 5 per share as final dividend. Total dividend payout for FY19 amounts to Rs 21. 5 per share (post bonus issue) and will aggregate to Rs. 112. 9 bn. Payout ratio is 76. 7% of the standalone PA. April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Reappoint Nandan M. For For Nandan M. Nilekani is one - June Nilekani (DIN 00041245) of the promoters and the 2019 as director liable to retire non-executive Chairperson by rotation of Infosys. His reappointment is in line with all statutory requirements. April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve Infosys For For Under the scheme, Infosys - June Expanded Stock proposes to issue restricted 2019 Ownership Program – stock units (RSUs) with an 2019 (2019 Plan) and exercise price of Rs 5. 0, grant of stock incentives which can be converted to eligible employees into equity shares, cash or ADRs as per the relevant reward agreement. The conversion will result in a maximum allotment of 50 mn equity shares/ADRs, which represents 1. 15% of the issued equity capital. Unlike standard market practices (and Infosys’ earlier schemes) of tenure- based vesting, the vesting of RSUs is linked to operating performance metrics and relative total shareholder returns (TSR). While we generally do not favor deeply discounted stock options, the performance driven vesting conditions embedded in the proposed scheme will ensure alignment of interests between Infosys’ employees and shareholders. April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve extension of For For Through a separate - June Infosys Expanded Stock resolution, Infosys seeks 2019 Ownership Program approval to extend the 2019 – 2019 (2019 Plan) to plan to the employees of its eligible employees of subsidiary companies. Our subsidiary companies opinion on this resolution is linked to our opinion on Resolution #4.

26 April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve secondary For For Infosys plans to implement - June acquisition of shares by the 2019 plan partially 2019 the Infosys Expanded through a trust route and Stock Ownership Trust to seeks shareholders’ approval implement the 2019 Plan for secondary acquisition of up to 45 mn shares from the market, (1. 04% of share capital). Our opinion on this resolution is linked to our opinion on Resolution #4. April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve grant of stock For For In addition to his existing - June incentives from the 2019 pay, Infosys plans to issue 2019 Plan to Salil Parekh, RSUs worth Rs 100. 0 mn CEO & MD annually to Salil Parekh from the 2019 Plan. Other terms of his remuneration remain the same as that approved in Postal Ballot of February 2018. With these grants, his annual remuneration will increase to ~Rs 446. 0 mn (Rs 346. 7 mn in FY19), including the fair value of the grants made. The remuneration structure comprises 85% variable pay - linked largely to performance and comparable with peers across the globe. The proposed remuneration is commensurate with the size and complexities of an IT major like Infosys. The performance driven vesting conditions linked to relative TSR, embedded in the proposed scheme will ensure alignment of interests with shareholders. April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve reduction in For Against Infosys proposes to change - June vesting period for RSUs the vesting period of the 2019 under 2015 plan for Salil RSUs from the 2015 plan Parekh, CEO & MD from three years to one year. The rationale for such a move is unclear. Salil Parekh’s remuneration structure has adequate performance- based incentives to ensure appropriate rewards in case of good performance. A mid-term acceleration of vesting period is therefore unwarranted, especially in a year where net profits and margins have declined. Further, a prolonged vesting period serves a dual purpose: retention of high performing CEOs and aligning their interests with the medium to long-term interests of shareholders. A short window distorts this balance and may promote a more transient approach to decision making.

27 April 2019 22-Jun-2019 INFOSYS LTD. AGM Management Approve grant of stock For For In addition to his existing - June incentives from the 2019 pay structure, Infosys plans 2019 Plan to U B Pravin Rao, to issue RSUs worth Rs Chief Operating Officer 40. 0 mn annually to U B Pravin Rao from the 2019 Plan. Other terms of his remuneration remain the same as that approved in Postal Ballot of March 2017. With these grants, his annual remuneration will move up to ~Rs 182. 7 mn (Rs 128. 7 mn in FY19). The remuneration structure comprises 75% variable pay - linked largely to performance and is comparable with peers. The proposed remuneration is in line with the size and complexities of an IT major like Infosys. The performance driven vesting conditions linked to relative TSR, embedded in the proposed scheme will ensure alignment of interests with shareholders. April 2019 25-Jun-2019 LUMAX INDUSTRIES Postal Ballot Management To approve continuation For Against Avinash Parkash Gandhi, - June LTD. of Avinash Parkash 80, has been on the board 2019 Gandhi (DIN: 00161107) of Lumax Industries since as Independent Director July 2002 (16 years). till the expiry of their Recent changes in SEBI’s current term (up to 21 LODR require directors August 2019) having attained the age of 75 years to be reapproved by shareholders through a special resolution before 1 April 2019. By bringing in this resolution now, the company is in violation of the timelines. Further, we believe that the length of tenure is inversely proportionate to the independence of a director. We classify Avinash Parkash Gandhi as non-independent due to his long association with the company. The company should have disclosed his board meeting attendance in FY19 while seeking his continuation on the board.

28 April 2019 25-Jun-2019 LUMAX INDUSTRIES Postal Ballot Management To approve continuation For Against Munish Chandra Gupta, - June LTD. of Munish Chandra 80, has been on the board 2019 Gupta (DIN: 01362556) of Lumax Industries since as Independent Director June 2007 (12 years). till the expiry of their Recent changes in SEBI’s current term (up to 21 LODR require directors August 2019) having attained the age of 75 years to be reapproved by shareholders through a special resolution before 1 April 2019. By bringing in this resolution now, the company is in violation of the timelines. Further, we believe that the length of tenure is inversely proportionate to the independence of a director. We classify Munish Chandra Gupta as non-independent due to his long association with the company. The company should have disclosed his board meeting attendance in FY19 while seeking his continuation on the board. April 2019 27-Jun-2019 SHRIRAM AGM Management Adoption of standalone For For No qualification in the - June TRANSPORT and consolidated auditor's report. 2019 FINANCE CO. LTD. financial statements for the year ended 31 March 2019 April 2019 27-Jun-2019 SHRIRAM AGM Management Confirm interim dividend For For Shriram Transport Finance - June TRANSPORT of Rs. 5 per share and Co. (STFC) proposes a 2019 FINANCE CO. LTD. declare final dividend dividend per share for FY19 of Rs. 7 per share (face is Rs. 12. 0, aggregating to a value Rs. 10 per share) total dividend of Rs. 3. 3 bn including dividend tax. The dividend payout is 12. 9% (12. 2% in FY18). April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint D. V. Ravi For For D V Ravi, 54, is MD of - June TRANSPORT (DIN 00171603) as a Shriram Capital Limited. He 2019 FINANCE CO. LTD. Director is a promoter representative and is currently a non- executive director on STFC’s board. In FY19, he has attended three board meetings in person and one through teleconferencing: 4 of 5 or 80% of the board meetings in FY19. His reappointment is in line with all statutory requirements. April 2019 27-Jun-2019 SHRIRAM AGM Management To fix remuneration of For For The proposed remuneration - June TRANSPORT joint auditors, Haribhakti is commensurate with the 2019 FINANCE CO. LTD. & Co at Rs. 5.5 mn for size and complexity of the FY20 business. April 2019 27-Jun-2019 SHRIRAM AGM Management To fix remuneration of For For The proposed remuneration - June TRANSPORT joint auditors, Pijush is commensurate with the 2019 FINANCE CO. LTD. Gupta & Co. at Rs. 3.3 size and complexity of the mn for FY20 business. Pijush Gupta & Co have audited the financial statements of Shriram group companies including Shriram City Union Finance Ltd (from 1999 till 2017). Long association of Pijush Gupta & Co. As statutory auditors may be suggestive of their proximity with the group.

29 April 2019 27-Jun-2019 SHRIRAM AGM Management Approve cancellation of For For On 17 January 1997, certain - June TRANSPORT 48,000 forfeited shares shareholders of erstwhile 2019 FINANCE CO. LTD. from the issued and Shriram Investments Ltd. subscribed share capital (‘SIL’) had forfeited 48,000 equity shares of Rs. 10 each for non-payment of allotment money @ Rs. 5 per share. SIL was amalgamated with STFC and the share capital of SIL was combined with that of STFC. Given the difficulties in procedural formalities with respect to re-issue of forfeited shares STFC proposes to cancel the forfeited shares from the issued and subscribed share capital. The Rs 240,000 which was collected as allotment money will be transferred to capital reserve account. April 2019 27-Jun-2019 SHRIRAM AGM Management Appoint Pradeep Kumar For For Pradeep Kumar Panja, 63, - June TRANSPORT Panja (DIN 03614568) as is former MD, State Bank 2019 FINANCE CO. LTD. Independent Director for of India. He was appointed five years till 24 October as additional director on the 2023 board on 25 October 2018. His appointment is in line with all statutory requirements. April 2019 27-Jun-2019 SHRIRAM AGM Management Appoint Ignatius Michael For For Ignatius Michael Viljoen, 46, - June TRANSPORT Viljoen (DIN 08452443) is Head Credit - Sanlam Pan 2019 FINANCE CO. LTD. as Non-Executive Non- Africa Portfolio Management. Independent Director with He is the nominee of Sanlam effect from 14 May 2019 Group, South Africa. His appointment is in line with all statutory requirements. April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint Umesh For For Umesh Revankar was paid a - June TRANSPORT Revankar (DIN remuneration of Rs 6. 7 mn 2019 FINANCE CO. LTD. 00141189) as Managing in FY19. STFC proposes a Director and CEO for remuneration ranging from five years till 25 October Rs 22. 7 mn to Rs 29. 3 2024 and to fix his mn over the proposed five- remuneration year period. This includes a variable component of maximum Rs 10. 0 mn. The increase (taken on an average) is almost 2. 9 times higher than that paid in FY19, however the proposed remuneration is line with the size and complexity of a business like STFC and comparable to peers in the industry. Umesh Revankar is a professional with strong credentials. We expect the company to remain judicious in deciding the actual remuneration payouts, as it has been in the past. April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint S. Sridhar For For S. Sridhar, 68, is former - June TRANSPORT (DIN 00004272) as CMD, Central Bank of 2019 FINANCE CO. LTD. Independent Director for India. He was appointed as five years till 19 October Independent Director on the 2024 board of STFC on 20 October 2014. His reappointment is in line with all statutory requirements.

30 April 2019 27-Jun-2019 SHRIRAM AGM Management Reappoint S. For Against S. Lakshminarayanan, 73, - June TRANSPORT Lakshminarayanan is a former IAS Officer. He 2019 FINANCE CO. LTD. (DIN 02808698) as is currently the chairperson Independent Director for of STFC. He has been on five years till 23 January the board as Independent 2025 and approve his Director since 22 September continuation on the board 2009. At the time of his after he attaints the age proposed reappointment of 75 years on 10 July (from 24 January 2020), 2021 his cumulative tenure on the board will exceed 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Since his proposed reappointment is after completion of 10 years on the board, we classify him as non-independent on account of his long association with the company. If the company believes that it will benefit from him serving on the board, it must consider his reappointment as a non- independent director. April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Adoption of standalone For For No qualification in the - June and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Approve final dividend For For For FY19, Asian Paints has - June of Rs. 7.65 per share of proposed a final dividend of 2019 face value Re.1.0 each Rs. 7. 65 per share in addition to the interim dividend of Rs. 2. 85 per share (face value Rs. 1. 0) paid during the year, taking total dividend to Rs 10. 5 per share (Rs 8. 7 per share in FY18). The total dividend outflow including dividend tax for 2019 is Rs. 12. 1 bn. The dividend payout ratio for 2018 is 56. 9%. April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Reappoint Abhay Vakil For For Abhay Vakil, 69, is part of - June (DIN: 00009151) as the promoter group. He is 2019 Director former managing director of Asian Paints Ltd. He retires by rotation, and his reappointment is in line with the statutory requirements. April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Reappoint Malav Dani For For Malav Dani, 43, is part of - June (DIN: 01184336) as the promoter group. He 2019 Director retires by rotation, and his reappointment is in line with the statutory requirements. April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Appoint Jigish Choksi For For Jigish Choksi, 38 is managing - June (DIN: 08093304) as Non- director, Elf Trading & 2019 Executive Director liable Chemicals Manufacturing to retire by rotation Ltd. , an agro-chemical company. He is being appointed as a promoter representative on the board. His appointment is in line with statutory requirements. April 2019 27-Jun-2019 ASIAN PAINTS LTD. AGM Management Ratify remuneration of Rs For For The total remuneration - June 675,000 for RA & Co. as proposed is reasonable 2019 cost auditors for FY20 compared to the size and scale of the company’s operations.

31 April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Reappoint Ms. For For Ms. Anisha Motwani (DIN: - June LTD Anisha Motwani as an 06943493) is a partner in 2019 Independent Director Storm the Norm Ventures. for a period of five years She was appointed as an w.e.f. 5 July 2019 Independent Director in July 2016. She attended five out of six meetings in FY19. Her reappointment is in line with statutory requirements. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Reappoint Vineet Kumar For Against Vineet Kumar Kapila (DIN: - June LTD Kapila as an Independent 00056582) is the COO of 2019 Director for a period of RPC North of United Spirits. five years w.e.f. 3 August He was appointed as an 2019 Independent Director in July 2016. His attendance for FY19 is 50% and 38. 5% (5 out of 13) in the past two years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re- appointment. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Reappoint Haresh For Against Haresh Ram Chawla (DIN: - June LTD Ram Chawla as an 00029828), former CEO, of 2019 Independent Director TV18 Broadcast Limited, for a period of five years is currently a partner in w.e.f. 24 September 2019 India Value Fund. He was appointed as an Independent Director in September 2016. His attendance for FY19 is 50% and 53. 8% (7 out of 13) in the past two years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Appoint VT Bharadwaj as For Against VT Bharadwaj (DIN: - June LTD an Independent Director 02918495) is the former 2019 for a period of five years MD, Sequoia Capital. He w.e.f. 1 July 2019 has been a non-executive director in the company since September 2011. The company now seeks to appoint him as an independent director. His attendance for FY19 is 17% and 53. 8% (7 out of 13) in the past two years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re-appointment. Also, there has been no cooling-off period between his various roles on the board. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Ratify the payment For For The commission of Rs. 0. 5 - June LTD of commission to mn paid to each of the four 2019 independent directors independent directors for for FY18 FY18 constitutes to 0. 5% of the net profit for that period. The commission is within the regulatory thresholds and comparable to market practices.

32 April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve payment of For For The proposed limits are - June LTD commission to Non- well within the regulatory 2019 Executive Directors up thresholds. However, the to 1% of net profits for a company must consider period of five years w.e.f setting a cap in absolute 1 April 2018 terms on the commission payable. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve the alteration For For The company seeks approval - June LTD of Articles of Association to alter the AoA such that at 2019 (AoA) every AGM, one-third of the directors will retire and be eligible for reappointment thereof. The Managing director shall not be liable to retire by rotation and shall not be included in calculating the total number of directors liable to retire by rotation. The revised AoA is not available on the company website. The company should have a copy of the AoA with proposed changes on the website for inspection by members. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Appoint Apoorva Kumat For For Apoorva Kumat (DIN: - June LTD as Director, liable to retire 02630764) is one of the 2019 by rotation founding members of the group and the brother of Amit Kumat, promoter MD and CEO. He is currently Executive Director (Operations) of Prataap Snacks. His appointment as director, liable to retire by rotation, is in line with statutory requirements. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Appoint Apoorva Kumat For For His estimated remuneration - June LTD as Executive Director of Rs. 7. 5 mn is in line with 2019 (Operations) for a period the size and complexity of three years w.e.f 2 of his responsibilities, and November 2018 and fix comparable to peers. Even his remuneration so, we believe the company should have provided his remuneration details for FY19 in the notice. Further, we recommend that the remuneration structure include a variable pay component, which will better align his pay with company performance.

33 April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve remuneration For For Recent changes in - June LTD of Amit Kumat, MD and regulations require 2019 CEO, for the remaining shareholder approval when tenure of his appointment the annual remuneration (up to 22 September to one promoter executive 2021) director exceeds 2. 5% of net profits and aggregate remuneration to all promoter executive directors exceeds 5% of the net profits of the company. In FY18, Amit Kumat was paid Rs. 5. 6 mn, which is within the limits and commensurate with the size and scale of operations. This is because he was not paid any commission. His estimated remuneration for FY20 is Rs. 22. 0 mn, which is appropriate with the size and complexities of his responsibilities. We expect the board to remain judicious going forward. Notwithstanding, the company must place an absolute cap on the commission payable to him each year. Further, we believe the company should have provided his remuneration details for FY19 in the notice. April 2019 27-Jun-2019 PRATAAP SNACKS Postal Ballot Management Approve remuneration For For Recent changes in - June LTD of Arvind Mehta, regulations require 2019 Chairperson and shareholder approval when Executive director, for the the annual remuneration remaining tenure of his to one promoter executive appointment (up to 22 director exceeds 2. 5% of September 2021) net profits and aggregate remuneration to all promoter executive directors exceeds 5% of the net profits of the company. In FY18, Arvind Mehta was paid Rs. 5. 6 mn, which is within the limits and commensurate with the size and scale of operations. This is because he was not paid any commission. His estimated remuneration for FY20 is Rs. 22. 0 mn, which is appropriate with the size and complexities of his responsibilities. We expect the board to remain judicious going forward. Notwithstanding, the company must place an absolute cap on the commission payable to him each year. Further, we believe the company should have provided his remuneration details for FY19 in the notice.

34 April 2019 29-Jun-2019 HINDUSTAN NCM Management Approve the Scheme of For For GSK manufactures and - June UNILEVER LTD. Arrangement for merger sells cereal based nutritional 2019 of GlaxoSmithKline beverages and protein rich Consumer Healthcare foods, under the brand Limited (GSK) with ‘Horlicks’, ‘Boost’, ‘Viva’ Hindustan Unilever and ‘Maltova’. The merged Limited (HUL) entity will become a market leader in the ‘Food and Beverages’ business in India and have the advantage of a higher market penetration and premiumization. It is estimated that synergy benefits of 8 - 10% on GSK’s EBITDA margins can be achieved over the medium term due to rationalization of overheads and realization of scale efficiencies. We believe the valuation adopted for GSK is reasonable, and comparable to peers. The merger of GSK is expected to be beneficial to the long-term interests and value accretive to HUL’s shareholders. April 2019 29-Jun-2019 HINDUSTAN AGM Management Adoption of financial For For No qualification in the - June UNILEVER LTD. statements for the year auditor's report. 2019 ended 31 March 2019 April 2019 29-Jun-2019 HINDUSTAN AGM Management Ratify interim dividend For For For FY19, the total dividend - June UNILEVER LTD. of Rs. 9 per share and (inclusive of interim 2019 declare final dividend of dividend) amounts to Rs. Rs. 13 per share of face 57. 2 bn (including dividend value Re. 1.0 each distribution tax of Rs. 9. 6 bn). The dividend payout ratio for FY18 is 94. 8%. April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Pradeep For For Pradeep Banerjee, 60, is - June UNILEVER LTD. Banerjee (DIN : Executive Director, Supply 2019 02985965) as Director Chain. He retires by rotation and his reappointment is in line with statutory requirements. April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Dev Bajpai For For Dev Bajpai, 53, is Executive - June UNILEVER LTD. (DIN : 00050516) as Director, Legal and Corporate 2019 Director Affairs. He retires by rotation and his reappointment is in line with statutory requirements. April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Srinivas For For "Srinivas Phatak, 47, - June UNILEVER LTD. Phatak (DIN : 02743340) is Executive Director, 2019 as Director Finance & IT and the CFO. He retires by rotation and his reappointment is in line with statutory requirements. "

35 April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint BSR & Co. For For In the 2014 AGM, the - June UNILEVER LTD. LLP as statutory auditors company appointed BSR 2019 for five years and & Co. LLP as statutory authorize the board to fix auditors. The company now their remuneration seeks approval to reappoint BSR & Co. LLP for a further period of five years and fix their remuneration. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. Their FY20 proposed remuneration aggregating Rs. 37mn is reasonable in the context of HUL’s size. However, we raise concern over the possible implications on BSR & Co LLP regarding investigations conducted by government bodies on one of its associate firms. April 2019 29-Jun-2019 HINDUSTAN AGM Management Revise the remuneration For For "The remuneration - June UNILEVER LTD. structure for CEO/ structure is proposed to 2019 Managing Director and be restructured; such Whole-time Directors that the cap on the basic salary component for the CEO/Managing Director increases to Rs. 50 mn (Rs. 40 mn earlier) and that for Whole-time directors to Rs. 30 mn (Rs. 25 mn earlier). The proposed remuneration structure does not provide any clarity on any of the other components of director remuneration. However, the company has been judicious in its pay-outs to directors in the past and is comparable with peers. " April 2019 29-Jun-2019 HINDUSTAN AGM Management Appoint Leo Puri For For Leo Puri, 58, was the - June UNILEVER LTD. (DIN: 01764813) as former MD of UTI Asset 2019 Independent Director for Management Company a period of five years with (or UTI Mutual Fund) till effect from 12 October August 2018, and has also 2018 been a senior partner at McKinsey & Company as well as managing director at Warburg Pincus. Currently he is the non-executive chairman of Northern Arc Capital. His appointment is in line with statutory requirements. April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Aditya For Against Aditya Narayan, 67, has - June UNILEVER LTD. Narayan (DIN: 00012084) been on the board since 2019 as Independent Director 2001 as independent for another period of one director. We believe that year with effect from 30 the length of tenure is June 2019 inversely proportionate to the independence of a director and therefore classify him as non-independent due to his long association which exceeds 10 years with the company. April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint O.P.Bhatt For For O. P. Bhatt, 68, has been on - June UNILEVER LTD. (DIN: 00548091) as the board for 7 years. His 2019 Independent Director for reappointment for a period a period of five years with of 5 years will result in his effect from 30 June 2019 cumulative tenure crossing 10 years. After crossing 10 years we will consider him as non-independent.

36 April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Sanjiv Misra For For Sanjiv Misra, 71, has been - June UNILEVER LTD. (DIN: 03075797) as on the board for 6 years. His 2019 Independent Director for reappointment for a period a period of five year with of 5 years will result in his effect from 30 June 2019 cumulative tenure crossing 10 years. After crossing 10 years we will consider him as non-independent. April 2019 29-Jun-2019 HINDUSTAN AGM Management Approve continuation For For Sanjiv Misra shall attain - June UNILEVER LTD. of Sanjiv Misra as 75 years of age during his 2019 Independent Director upcoming 5 year term (to post attainment of 75 be approved in 2019 AGM). years of age till the end Recent changes in SEBI’s of his tenure LODR require directors having attained the age of 75 to be reapproved by shareholders through a special resolution. April 2019 29-Jun-2019 HINDUSTAN AGM Management Reappoint Ms. For For Ms. Kalpana Morparia, 69, - June UNILEVER LTD. Kalpana Morparia is the CEO of JP Morgan 2019 (DIN: 00046081) as India. She has been on the Independent Director for board of HUL since October a period of five years with 2014. Her reappointment as effect from 09 October Independent Director for a 2019 period of 5 years is in line with statutory requirements. April 2019 29-Jun-2019 HINDUSTAN AGM Management Approve continuation of For For Ms. Kalpana Morparia shall - June UNILEVER LTD. Ms. Kalpana Morparia attain 75 years of age during 2019 as Independent Director her upcoming 5 year term post attainment of 75 (to be approved in 2019 years of age till the end AGM). Recent changes of her next tenure in SEBI’s LODR require directors having attained the age of 75 to be reapproved by shareholders through a special resolution. We support Kalpana Morparia’s reappointment for another term of five years, and her continuation on the board after attaining the age of 75 years. April 2019 29-Jun-2019 HINDUSTAN AGM Management Fix remuneration of Rs. For For The total remuneration - June UNILEVER LTD. 1.2 mn for M/s RA & Co. proposed to be paid to the 2019 as cost auditors for FY20 cost auditors in FY20 is reasonable compared to the size and scale of the company’s operations. July 2019 - 01-Jul-2019 G A I L (INDIA) LTD. Postal Ballot Management Issue of bonus shares For For The company will September in the ratio of one bonus issue bonus shares by 2019 share for every one capitalization of reserves up shares held (ratio of 1:1) to Rs. 225. 5 bn. The no. Of issued equity shares will double from 2. 3 bn shares to 4. 5 bn, post the bonus issue. The issue of bonus shares will improve the liquidity of the equity shares traded in the secondary market.

37 July 2019 - 02-Jul-2019 NESTLE INDIA LTD. Postal Ballot Management Reappoint Shobinder For For Shobinder Duggal joined September Duggal (DIN 00039580) Nestle in 1986 and was 2019 as Whole-time Director appointed as whole-time of (ED – Finance & director designated as Control and CFO) from Director- Finance & Control 10 May 2019 to 31 and Chief Financial Officer, December 2019 and fix for a five-year term from 10 his remuneration May 2014 till 9 May 2019. He retired from Nestle India on 31 March 2018 at 60 years of age. The company is in the process of identifying his successor and proposes his continuation till 31 December 2019, to ensure continuity and a smooth transition. He was paid a remuneration of Rs 42. 4 mn in 2018 and the proposed remuneration will be a maximum of Rs. 51. 9 mn (including variable pay). He is also entitled to non-tradable performance share units of Nestlé S. A. , the quantum of which has not been disclosed. The remuneration proposed is in line with the size and complexities of the business and comparable to peers. July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Vikram Singh For Against Vikram Singh Mehta, 67, September (INDIA) LTD. Mehta (DIN: 00041197) is Former Chairperson, 2019 as Independent Director Shell Group of Companies for five years from 25 in India. He has been an July 2019 Independent Director on the company’s board for close to 18 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Dr. Indu For For Dr. Indu Shahani is President September (INDIA) LTD. Shahani (DIN: 00112289) and Chairperson, Indian 2019 as Independent Director School of Design and for five years from 25 Innovation and Founding July 2019 Dean, Indian School of Management and Entrepreneurship. She has been an Independent Director on the company’s board for close to seven years. Her reappointment as an independent director is in line with statutory requirements. However, after the completion of an aggregate ten-year tenure, we will consider her to be non-independent and assess board composition accordingly.

38 July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Rajendra For Against Rajendra Shah is Senior September (INDIA) LTD. Shah (DIN: 00009851) Partner, Crawford Bayley 2019 as Independent Director & Co. He has been an from 25 July 2019 till 31 Independent Director on March 2020 and ratify his the company’s board for continuation on the board close to 36 years. Recent till 24 July 2019 changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. While we acknowledge that the company plans to refresh the board and replace tenured independent directors in a staggered manner, we believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Reappoint Pradyot For Against Pradyot Ghosh is Former MD, September (INDIA) LTD. Ghosh (DIN: 00385098) Colgate India. He has been 2019 as Independent Director an Independent Director from 25 July 2019 till 31 on the company’s board for March 2020 and ratify his close to 31 years. Recent continuation on the board changes in SEBI’s LODR till 24 July 2019 require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. While we acknowledge that the company plans to refresh the board and replace tenured independent directors in a staggered manner, we believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director.

39 July 2019 - 04-Jul-2019 COLGATE-PALMOLIVE Postal Ballot Management Approve payment of For For Colgate India has confirmed September (INDIA) LTD. royalty to Colgate- that royalty payments are 2019 Palmolive Company, maintained at 5% consistently USA, promoter entity, for all global affiliate upto 5% of net sales, with companies. The company shareholders’ approval has filed a unilateral Advance to be sought every five Pricing Arrangement (APA) years, w.e.f. 1 July 2019 with Indian tax authorities in 2015 and is in the process of converting it into a bilateral APA with US tax authorities. Once the arm's length royalty rate is approved by the authorities, it will be applicable on a retrospective basis. Further, over the past few years, Colgate India’s royalty payments have been aligned to its revenues, profits and dividend payouts. The company must consider linking royalty payouts to profits (in addition to revenues): this will ensure tempering of royalty payments in years where profitability is under pressure. July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Adoption of standalone For For No qualification in auditor's September LTD. financial statements for report. 2019 the year ended 31 March 2019 July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Adoption of consolidated For For No qualification in auditor's September LTD. financial statements for report. 2019 the year ended 31 March 2019 July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Declare dividend of For For The total dividend amounts September LTD. Rs.12.5 per share to Rs. 3. 8 bn. The dividend 2019 payout is 41. 8% (38. 2% in FY18). July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Reappoint S For For S Padmanabhan is Group September LTD. Padmanabhan (DIN: Head of HR at Tata Sons. His 2019 00306299) as a Director reappointment is in line with statutory requirements. July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Reappoint Ms. Vibha For For Ms. Vibha Paul Rishi a September LTD. Paul Rishi (DIN: marketing professional is 2019 05180796) as an the former ED, Max India Independent Director Limited. Her reappointment for a period of five years is in line with statutory from 1 September 2019 requirements. to 31 August 2024 July 2019 - 08-Jul-2019 TATA CHEMICALS AGM Management Ratify remuneration of For For The remuneration to be September LTD. Rs.0.6 mn for D. C. Dave paid to the cost auditor is 2019 & Co as cost auditors reasonable compared to for FY20 the size and scale of the company’s operations. July 2019 - 10-Jul-2019 SUPREME AGM Management Adoption of standalone For For Review of Financial September INDUSTRIES LTD. and consolidated statement is important. 2019 financial statements for the year ended 31 March 2019 July 2019 - 10-Jul-2019 SUPREME AGM Management Ratify interim dividend For For The dividend for FY19 is Rs. September INDUSTRIES LTD. of Rs. 4.0 per equity 13. 0 per share, inclusive of 2019 share and to declare final an interim dividend of Rs. 4. 0 dividend of Rs. 9.0 per per share. The total dividend share (face value Rs. outflow (including dividend 2.0) for FY19 tax) for FY19 is Rs. 2. 0 bn and dividend payout ratios is 43. 1% versus 44. 8% in FY18.

40 July 2019 - 10-Jul-2019 SUPREME AGM Management To reappoint Shivratan For For Shivratan Taparia is part of September INDUSTRIES LTD. Taparia (DIN: 00112513) the promoter family and has 2019 as Director been on the board of SIL since June 1977. He is liable to retire by rotation and his reappointment is in line with the statutory requirements. July 2019 - 10-Jul-2019 SUPREME AGM Management Authorize the board to For For The company is seeking September INDUSTRIES LTD. appoint branch auditors approval to authorize 2019 and fix remuneration the Board of Directors to appoint branch auditors in consultation with the company’s auditors for carrying out the audit of the accounts of branches be it existing or which may be opened / acquired hereafter within or outside India. July 2019 - 10-Jul-2019 SUPREME AGM Management To reappoint Yogendra For Against Yogendra Trivedi is a senior September INDUSTRIES LTD. Trivedi (DIN: 00001879) advocate of Supreme 2019 as independent director Court of India. He has for a period of two years been associated with the with effect from 17 company for the past 16 September, 2019 years. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his reappointment as a non- independent directors. July 2019 - 10-Jul-2019 SUPREME AGM Management To reappoint For Against Bhupendranath Bhargava, September INDUSTRIES LTD. Bhupendranath Bhargava former MD ICICI Bank 2019 (DIN: 00001823) as Ltd has been associated independent director for with the company for the a period of two years past 23 years. We believe with effect from 17 that the length of tenure September, 2019 is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his reappointment as a non- independent directors. July 2019 - 10-Jul-2019 SUPREME AGM Management To appoint Sarthak For For Sarthak Behuria was the September INDUSTRIES LTD. Behuria (DIN: 03290288) former Chairperson and 2019 as independent director Managing Director of Bharat for a period of five years Petroleum Corporation with effect from 07 May, Ltd and also served as 2019 Chairperson of Indian Oil Corporation Ltd. He has over three decades of work experience in in the petroleum sector. Currently, he is Group President at the K. K. Modi Group. His appointment is in line with statutory regulations.

41 July 2019 - 10-Jul-2019 SUPREME AGM Management To appoint Ms. Ameeta For For Ms. Ameeta Parpia is an September INDUSTRIES LTD. Parpia (DIN: 02654277) advocate and is a partner 2019 as independent director at Messrs A H Parpia and for a period of five years Company, Advocates and with effect from 07 May, Solicitors. She specialises 2019 in conveyancing which deals with laws pertaining to personal laws and also laws with respect to immovable property and documentation. Her appointment is in line with statutory regulations. July 2019 - 10-Jul-2019 SUPREME AGM Management Ratify remuneration of For For The total remuneration September INDUSTRIES LTD. Rs. 0.53 mn (plus service proposed is reasonable 2019 tax and out of pocket compared to the size and expenses) for Kishore scale of the company’s Bhatia & Associates, as operations. cost auditors for FY20 July 2019 - 12-Jul-2019 I T C LTD. AGM Management Adoption of standalone For For No qualification in auditor's September and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 12-Jul-2019 I T C LTD. AGM Management Declare final dividend For For The dividend for FY19 September of Rs. 5.75 per share of is Rs. 5. 75 (Rs. 5. 15 in 2019 face value Re. 1.0 each FY18). The total dividend payout (including dividend distribution tax) for FY19 aggregates Rs. 84. 8 bn. The dividend payout ratio for FY19 was 68. 1%. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint David For For David Simpson, 61, September Simpson (DIN: represents Tobacco 2019 07717430) as a as Manufacturers (India) Non-Executive Non- Limited on the board. His Independent Director reappointment is in line with all statutory requirements. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint John For For John Pulinthanam, 59, September Pulinthanam (DIN: represents General Insurers’ 2019 07881040) as (Public Sector) Association of Non-Executive Non- India (GIPSA) on the board. Independent Director He joined the board in May 2018 and attended 29% of board meetings in FY19. We expect directors to take their responsibilities seriously and attend all board meetings. His reappointment meets all statutory requirements. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Appointment of SRBC For For The company proposes to September & Co. LLP as statutory appoint SRBC & Co. LLP in 2019 auditors for a period of place of the retiring auditors, five years and fix their Deloitte Haskins & Sells. remuneration at Rs. 29.5 The appointment of SRBC mn for FY20 & Co. LLP as statutory auditors is in line with our Voting Guidelines on Auditor appointments and with the requirements of Section 139 of the Companies Act 2013. Even so, we raise concern over any potential impact of RBI’s ban on undertaking bank audits of an associate firm within the same audit network, and the company must consider appointing joint auditors to mitigate this risk. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Appoint Hemant For For Hemant Bhargava, 59, September Bhargava (DIN: represents LIC of India on 2019 01922717) as the board. His appointment Non-Executive Non- as a director is in line with all Independent Director statutory requirements.

42 July 2019 - 12-Jul-2019 I T C LTD. AGM Management To appoint Sumant For For Sumant Bhargavan, September Bhargavan (DIN: 54, graduated from NIT 2019 01732482) as Executive Durgapur. He has been Director for a term of with the company since three years, w.e.f. 16 1986 and has handled wide November 2019 and fix range of responsibilities his remuneration across several businesses. We estimate his FY20 remuneration (including ESOPs) at Rs. 67. 9 mn, which is commensurate with the size and complexity of the responsibilities and is comparable to peers. Further, a large proportion of his remuneration is variable. Given stock options form a significant part of his remuneration, the company must consider disclosing the maximum number of stock options it proposes to grant or set a cap (in value terms) on the aggregate value of stock options he will be granted as part of his remuneration. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint Arun Duggal For For Arun Duggal, 73, has about September (DIN: 00024262) as three decades of experience 2019 Independent Director in banking and is the former for a further term of Chief Executive of Bank five years, w.e.f. 15 of America (India). He September 2019 has served on the board for the past five years. His reappointment as independent director for a further term of five years is in line with all statutory requirements. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint Sunil Mathur For Against Sunil Mathur, 74, is the September (DIN: 00013239) as former Chairperson of LIC 2019 Independent Director of India. He has served for a further term of on the board for the past five years, w.e.f. 15 14 years. We believe that September 2019 the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it must consider his reappointment as a non- independent director. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Reappoint Meera For For Ms. Meera Shankar, 69, is September Shankar (DIN: 06374957) a retired IFS officer. She 2019 as Independent Director has served on the board for a further term of for the past seven years. five years, w.e.f. 15 Her reappointment as September 2019 independent director for another term of five years is in line with all statutory requirements. We will treat her as non-independent once her overall tenure on the board exceeds ten years. July 2019 - 12-Jul-2019 I T C LTD. AGM Management Ratify remuneration For For The proposed remuneration September of Rs. 450,000 (plus is comparable to the size and 2019 reimbursement of actual complexity of the business. expenses) for P. Raju Iyer, cost auditors for the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for FY20

43 July 2019 - 12-Jul-2019 I T C LTD. AGM Management Ratify remuneration For For The proposed remuneration September of Rs. 575,000 (plus is comparable to the size and 2019 reimbursement of complexity of the business. actual expenses) for S. Mahadevan & Co., cost auditors for all products other than the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for FY20 July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Adoption of standalone For For No qualification in auditor's September financial statements for report. 2019 the year ended 31 March 2019 July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Adoption of consolidated For For No qualification in auditor's September financial statements for report. 2019 the year ended 31 March 2019 July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To declare dividend of For For For the last few years HDFC September Rs. 15.0 per equity share Bank has been paying 2019 (face value Rs. 2) dividend in the range of the 20-25% of annual profits. The payout for FY19 is 23. 4%. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Reappoint Srikanth For For Srikanth Nadhamuni, 55, September Nadhamuni (DIN: is Chairperson, Novopay 2019 02551389) as Director Solutions Private Limited, a company involved in the area of mobile payments. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To appoint MSKA & For For HDFC Bank proposes to September Associates as statutory appoint MSKA & Associates 2019 auditors for four years as the statutory auditors from FY20 and fix their for four years at an annual remuneration at Rs. 25.0 remuneration/fees of Rs. mn for FY20 22. 5 mn plus out of pocket expenses and applicable taxes. Further, they will be paid additional fees of Rs. 2. 5 mn for review/ finalization of ‘fit for consolidation’ information for facilitating consolidation of these statements with HDFC Limited, the holding company, under Ind AS. They replace S R Batliboi & Co, as statutory auditors. Their appointment is in-line with statutory requirements. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Ratify remuneration For For They were paid Rs. 19. 0 mn September aggregating Rs. 29mn as audit fees for FY19 and 2019 paid to erstwhile statutory additional fees of Rs. 6. 0 auditors S. R. Batliboi & mn for additional certification Co. LLP for FY19 by statutory auditors as per RBI requirements raised in December 2018. Further, they were paid fees of Rs. 4. 0 mn for review/finalization of ‘fit for consolidation’ information for facilitating consolidation of these statements with HDFC Limited, the holding company, under Ind AS. The audit fees are reasonable given the size of the bank. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Appoint Sanjiv Sachar For For Sanjiv Sachar, 61, is Former September (DIN: 02013812) as Senior Partner, Egon 2019 Independent Director Zehnder. His appointment for five years from 21 is in line with statutory July 2018 requirements.

44 July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Appoint Sandeep Parekh For For Sandeep Parekh, 48, September (DIN: 03268043) as is Managing Partner, 2019 Independent Director Finsec Law Advisors. His for five years from 19 appointment is in line with January 2019 statutory requirements. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Appoint M D Ranganath For For M D Ranganath, 57, is September (DIN: 07565125) as Former CFO, Infosys Limited. 2019 Independent Director His appointment is in line with for five years from 31 statutory requirements. January 2019 July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To ratify and approve For For The transactions include September related party transactions sourcing, assignment and 2019 with Housing securitisation of home Development Finance loans, and other banking Corporation Limited transactions. The value of (“HDFC Limited”) for these transactions will likely FY20 exceed 10% of revenues. The transactions are in the ordinary course of business and on an arm’s length basis. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To ratify and approve the For For The bank periodically September related party transactions undertakes asset backed/ 2019 with HDB Financial mortgage backed Services Limited securitization/loan (“HDBFSL”) for FY20 assignment transactions with various originators including HDBFSL, subsidiary company. In FY20, HDFC Bank expects these transactions and other banking transactions to exceed the materiality threshold of 10% of consolidated revenues. In FY19, HDFC Bank purchased debt securities from HDB Financial Services Limited for Rs 21. 8 bn. The transactions are in the ordinary course of business of the Bank and on an arm’s length basis. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management To issue debt securities For For The issuance of debt September up to Rs. 500.0 bn on securities on private 2019 private placement basis placement basis will be within the bank’s overall borrowing limit of Rs. 500. 0 bn over and above the aggregate of paid up capital and free reserves. HDFC Bank’s long-term debt is rated CRISIL AAA/Stable and IND AAA/Stable. July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Approve sub-division of For For Sub-division of the equity September equity shares from one shares will improve the 2019 share of face value of liquidity of floating stock Rs.2.0 per share to two in the market and make it shares of face value of affordable to small investors. Re.1.0 per share July 2019 - 12-Jul-2019 H D F C BANK LTD. AGM Management Alter Capital Clause For For The sub-division of September of Memorandum equity shares will require 2019 of Association to amendment to the accommodate the existing Clause V of the subdivision of equity Memorandum of Association shares of the bank. The authorized capital will consist of 6. 5 bn equity shares of Re. 1 each after the amendment. July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Adoption of standalone For For The financial statement do September INDUSTRIES LTD. and consolidated not contain any qualification 2019 financial statements for from the statutory auditors. the year ended 31 March 2019

45 July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Ratify interim dividend For For The total outflow on account September INDUSTRIES LTD. of Rs. 6 per share and of dividend is Rs. 1. 9bn. The 2019 declare final dividend of dividend payout is 23. 8% v/s Rs. 2 per share of face 25. 2% in FY18. value Re. 2.0 each July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Reappoint Ms. Vijaylaxmi For For Ms. Viaylaxmi Poddar is part September INDUSTRIES LTD. Poddar (DIN: 00160484) of the promoter family and 2019 as Director has been a non-executive non-independent director on the board of Balkrishna Industries since May 2012. She retires by rotation and her reappointment is in line with statutory requirements. July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Appoint Ms. Shruti Shah For For Ms. Shruti Shah, 38, a September INDUSTRIES LTD. (DIN:08337714) as chartered accountant has 2019 Independent Director experience in Income Tax, for five years, with effect advisory for Corporates, from 08 February 2019 Estate Planning etc. Her appointment is in line with statutory requirements. July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Appoint Rajendra For For Rajendra Hingwala, 66, is a September INDUSTRIES LTD. Hingwala chartered accountant and an 2019 (DIN:00160602) as ex-partner of PWC. He was Independent Director with PWC for nearly 38 years. for five years, with effect His appointment is in line with from 28 March 2019 statutory requirements. July 2019 - 13-Jul-2019 BALKRISHNA AGM Management Appoint Sandeep For For Sandeep Junnarkar, 67, is September INDUSTRIES LTD. Junnarkar (DIN: an advocate and solicitor 2019 00003534) as with 43 years of experience Independent Director as member of Bar Council for five years, with effect of Maharashtra. He has his from 28 March 2019 independent practice M/S Junnarkar & Associates, Advocates, Solicitors & Notary. His appointment is in line with statutory requirements. July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Adoption of financial For For No qualification in auditor's September statements for the year report. 2019 ended 31 March 2019 July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Confirm interim dividend For For The company paid an interim September of Rs.14.0 per equity dividend of Rs. 14. 0 per 2019 share of Re.1 share. In FY19, the total dividend including dividend distribution tax amounts to Rs. 2. 5 bn. The dividend payout ratio is 109. 9% v/s 98. 5% in FY18.

46 July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Reappoint Kushagra For For Kushagra Bajaj (DIN: September Bajaj as Director liable to 00017575), 42, is promoter 2019 retire by rotation director and Chairperson of the board. His attendance for FY19 is 57% and 71% (12 out of 17) in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re- appointment. However, in cases where promoters or their representatives are actively engaged with the business, but may not necessarily hold executive positions, we may consider making an exception even if the attendance levels are below the 75% threshold. This will also be applicable for sole or dominant ‘promoter’ representative on the board. July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Appoint Ms. Lilian Jessie For For Ms. Lilian Jessie Paul September Paul as an Independent (DIN: 02864506), 49, is the 2019 Director for a period of founder of Paul Writer Impact five years w.e.f. 19 March Network and the former 2019 Global Brand Manager of Infosys. Her appointment is in line with the statutory requirements. July 2019 - 15-Jul-2019 BAJAJ CORP LTD. AGM Management Reappoint Apoorv For For Apoorv Bajaj is the September Bajaj, 39, as Executive brother of Kushagra Bajaj 2019 President w.e.f. 5 (promoter). He is involved November 2019 and fix with the company both at his remuneration strategic and operational levels. The proposed yearly remuneration of Rs. 14. 9 mn subject to board discretion: is commensurate to the size and performance of the business. However, the company has not provided the details and break-up of his earlier and proposed remuneration structure. Also, the resolution needs to have a validity: shareholders must get an opportunity to periodically validate his appointment. July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Adoption of financial For For Financial review is helpful. September LTD. statements for the year 2019 ended 31 March 2019 July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management To confirm interim For For The aggregate dividend is September LTD. dividend of Re.0.5 per Re. 1. 0 per share. The total 2019 equity share and to dividend outflow including declare final dividend of dividend tax for FY19 is Rs. Re.0.5 per share on face 255. 4 mn. The dividend value Re.1.0 payout ratio for FY19 is 36. 9%. July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Reappoint Desh For For Desh Deepak Khetrapal September LTD. Deepak Khetrapal is the Managing Director 2019 (DIN 02362633) as and CEO of Orient Cement Non-executive Non- Limited. He is liable to independent Director retire by rotation and his reappointment is in line with all statutory requirements.

47 July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Approve Long Term For For The company proposes September LTD. Incentives Program to institute a Long-Term 2019 for Rakesh Khanna, Incentives Program (LTIP) Managing Director and to motivate and retain CEO personnel. The plan is linked to the achievement of accelerated financial growth objectives of the company. The company has not specified the performance parameters linked to the LTIP. Notwithstanding this, the proposed remuneration of Rakesh Khanna for FY20 (including LTIP) is estimated at Rs. 40. 7 mn which is commensurate with the size and complexity of the business and is in line with peers. July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Approve Long Term For For The company proposes September LTD. Incentives Program for to institute a Long-Term 2019 Ms. Avani Birla, Senior Incentives Program (LTIP) Vice President to motivate and retain personnel. The is linked to the achievement of accelerated financial growth objectives of the company. The company has not specified the performance parameters linked to the LTIP. Notwithstanding this, the proposed FY20 remuneration of Ms. Avani Birla estimated at Rs. 10. 9 mn (including LTIP) is in line with the pay-outs given to other senior managerial executives. July 2019 - 16-Jul-2019 ORIENT ELECTRIC AGM Management Approve remuneration of For For The total remuneration September LTD. Rs.65,000 for Somnath proposed is reasonable 2019 Mukherjee as cost compared to the size and auditors for FY20 scale of the company’s operations. July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Adoption of standalone For For The report does not contain September and consolidated any qualification from the 2019 financial statements for Auditors. the year ended 31 March 2019 July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Confirm interim dividend For For "The dividend for the September of Re.1 per share as final year aggregates to Rs. 2019 dividend 5. 4 bn, which represents a payout ratio of 6. 0% (7. 1% in FY18). The company has mostly returned money to shareholders through buybacks since 2017. " July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Reappoint Abidali Z For For "Abidali Z Neemuchwala September Neemuchwala (DIN: is the CEO and is also 2019 02478060) as Director proposed to be the Managing Director. He will be liable to retire by rotation. His reappointment is in line with statutory requirements. "

48 July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Approve certain For For As per Regulation 17(1B) of September amendments to the the SEBI LODR Regulations, 2019 Articles of Association 2015, the top 500 listed (AoA) companies are required to ensure separation of role of Chairperson with that of Managing Director or Chief Executive Officer (CEO) with effect from April 1, 2020. The amendments to Articles 96 and 192 bring the AoA in compliance with this regulatory change. July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Reappoint Azim H Premji For For "Azim Premji is currently the September (DIN: 00234280) as Chairperson and Managing 2019 Non-Executive Non- Director. He does not intend Independent Director to continue further in an for a period from 31 July executive role. He has 2019 to 30 July 2024 been associated with the company for over 50 years and is being appointed as a non-executive non- independent director. He will dedicate more time to philanthropic activities. His reappointment is in line with statutory requirements. He will be liable to retire by rotation. As he will cross the age of 75 during his proposed term, this is being proposed as a special resolution. " July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Reappoint Rishad A For For "Rishad A Premji is currently September Premji (DIN: 02983899) a Whole-Time director and 2019 as Executive Chairperson the Chief Strategy Officer. for a period of five years He will be reappointed as an from 31 July 2019 to 30 Executive Chairperson for July 2024 and fix his a period of five years from remuneration 31 July 2019. His aggregate remuneration estimated at Rs. 90. 5 mn for FY20 is commensurate with the size and complexities of the business and is comparable to peers. Although the company has not capped the commission payable, we expect the payouts to remain judicious, as in the past. As per Regulation 17(1B) of the SEBI LODR Regulations, 2015, all the top 500 listed companies are required to ensure that the Chairperson is a Non- Executive director. Thus, on 1 April 2020 (or on a later extended date as determined by SEBI) Rishad Premji shall cease to perform any executive role and shall become a Non-Executive Chairperson. "

49 July 2019 - 16-Jul-2019 WIPRO LTD. AGM Management Redesignate Abidali Z For For Abidali Z Neemuchwala September Neemuchwala (DIN: has been the CEO from 1 2019 02478060) as Chief February 2016. He will now Executive Officer and be redesignated as CEO Managing Director from and Managing Director 31 July 2019 to 31 from 31 July 2019 to 31 January 2021 and fix his January 2021. His aggregate remuneration remuneration estimated at Rs. 284. 3 mn for FY20 is commensurate with the size and complexities of the business and is comparable to peers. Although the company has not capped the commission payable, we expect the payouts to remain judicious, as in the past. Further, the company should consider disclosing the broad performance metrics on which variable pay / stock compensation will be based. July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Adoption of financial For For The Auditor has not offered September statements for the year any qualification for the 2019 ended 31 March 2019 financial statement. July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management To declare final dividend For For The total dividend outflow September of Rs.13.5 per share on including dividend tax for 2019 face value Rs.10.0 FY19 is Rs. 1. 0 bn. The dividend payout ratio is 34. 9%. July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Reappoint N. Ganapathy For For N. Ganapathy Subramaniam September Subramaniam (DIN: is the Chief Operating 2019 07006215) as Director Officer and Executive Director of Tata Consultancy Services Limited. He is the chairperson of Tata Elxsi and has been on the board since November 2014. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Appoint Ankur Verma For For Ankur Verma serves as September (DIN: 07972892) as Senior Vice President, 2019 Non-Executive Non Chairperson’s Office, Tata Independent Director, Sons Limited, a promoter with effect from 01 of Tata Elxsi. He was the August 2019 Ex- MD of Bank of America - Merrill Lynch (Investment banking division) and has 15 years of work experience spanning corporate planning, strategy, investment banking and merger and acquisitions. His appointment is in line with statutory obligations. July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Reappoint Ms. For For Ms. Shyamala Gopinath, September Shyamala Gopinath Ex-Deputy Governor, RBI 2019 (DIN: 02362921) as has been on the board of Independent Director, Tata Elxsi since August with effect from 19 June 2011. Her reappointment 2019 up till 19 June 2024 will result in his cumulative tenure crossing 10 years. After crossing 10 years we will consider her as non- independent. July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Appoint Manoj Raghavan For For Manoj Raghavan is the September (DIN: 8458315) as Executive Vice President & 2019 Director, with effect from Head, Embedded Product 02 October 2019 Design Business at Tata Elxsi Ltd. His appointment as Director comes into effect post retirement of Madhukar Dev, current CEO & MD, on 01 October 2019 and is in line with statutory requirements.

50 July 2019 - 17-Jul-2019 TATA ELXSI LTD. AGM Management Appoint Manoj Raghavan For For Manoj Raghavan is a long September (DIN: 8458315) as CEO standing employee of Tata 2019 & MD for a period of Elxsi with nearly 20 years three years, with effect of service. His remuneration from 02 October 2019 as CEO & MD is estimated at Rs. 50. 2 mn and Rs. 67. 4mn assuming the highest basic salary limit. This is commensurate with the size and complexity of the business and comparable to peers in the industry. However, the remuneration structure is open-ended, with no absolute cap on the variable pay. As a good practice the company must set a cap on the variable payable. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Adoption of standalone For For No qualification in the September and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Ratify interim dividend of For For Ajanta during FY19 paid September Rs.9.00 per equity share an interim dividend to be 2019 of Rs.10 each as final considered as final dividend dividend of Rs. 9 per share (of face value Rs 2. 0). Thus, the total dividend for the year is Rs. 950 mn and the dividend payout ratio for the year is 24. 2% (including DDT). July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint For For Madhusudan Agrawal, 64, September Madhusudan Agrawal is the promoter and Vice 2019 (DIN:00073872), as Chairperson of Ajanta. He Director retires by rotation and his reappointment is in line with statutory regulations. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint Rajesh For For Rajesh Agrawal, 43, promoter September Agrawal (DIN:00302467), and Joint Managing Director 2019 as Director has been on the board of Ajanta since April 2013. He retires by rotation and his reappointment is in line with statutory regulations. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint For Against Chandrakant Khetan, 73 September Chandrakant Khetan has been on the board 2019 (DIN: 00234118) as an of Ajanta since October independent director for 2008. We believe that the a period of five years and length of tenure is inversely continue his directorship proportionate to the after attaining 75 years independence of a director. of age We classify him as non- independent due to his long association (>10 years) with the company. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint K. H. For For K. H. Vishwanathan,73, has September Vishwanathan (DIN: been on the board of Ajanta 2019 06563472) as an since April 2013. He was independent director for appointed as an independent a period of five years and director during the AGM continue his directorship held on 05 August 2014 for after attaining 75 years a period of five years. His of age proposal for reappointment for another period of 5 years ending August 2024 will result in a cumulative tenure of over 10 years. We will consider him as non- independent once his tenure crosses 10 years.

51 July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint Prabhakar For For Prabhakar Dalal, 66, Ex- September Dalal (DIN: 00544948) as Director EXIM Bank was 2019 an independent director appointed as independent for a period of five years directors on the board of Ajanta on 13 June 2014. His reappointment for a second term of five years is in line with statutory requirements. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management To reappoint Ms. Anjana For For Ms. Anjana Grewal, 65, an September Grewal (DIN: 06896404) academician was appointed 2019 as an independent as independent directors director for a period of on the board of Ajanta five years on 13 June 2014. Her reappointment for a second term of five years is in line with statutory requirements. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Approve inter-corporate For Against On a standalone basis, September transaction of Rs.5 bn, Ajanta’s inter-corporate 2019 over and above the transactions were Rs. 0. 6 default limits stipulated bn as on 31 March 2019, under Companies Act against a default limit of 2013 Rs. 21. 2 bn. The company proposes to increase this rolling limit by another Rs. 5 bn. The company has not provided any details regarding the companies it proposes to transact with, nor the proposed nature of such transactions. There is ample headroom with the existing limit of Rs. 21. 2 bn to provide financial assistance to subsidiaries. The company must provide adequate disclosures that explain the need for a higher limit. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Ratify remuneration For For The total remuneration September of Rs. 5,50,000 for proposed to be paid to the 2019 M/s. Sevekari, Khare cost auditors in FY19 is & Associates, Cost reasonable compared to Accountants, as cost the size and scale of the auditors for FY20 company’s operations. July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Approve Ajanta Pharma For Against Under the scheme, the September Share Based Incentive company can issue stock 2019 Plan 2019 (Incentive options, share purchase Plan 2019) under which plans, and stock appreciation upto 0.5 mn stock based rights (SARs). The instruments will be issued exercise price of all these instruments will be decided by the Nomination and Remuneration Committee. The resolution allows the exercise price to be set anywhere between face value and market price – therefore, the company could well issue these instruments at a significant discount to market price. In the absence of clarity regarding the exercise price, we are unable to take an informed decision. Further, we do not favour schemes where the issue price is at a significant discount to market price.

52 July 2019 - 18-Jul-2019 AJANTA PHARMA LTD. AGM Management Approve extension of For Against Through a separate September Ajanta Pharma Share resolution the company 2019 Based Incentive Plan proposes to extend the 2019 (Incentive Plan scheme to employees of 2019) to employees of the holding and subsidiaries subsidiary companies companies. We do not favour schemes where the exercise price could be at a significant discount to market price. Our opinion is linked to our decision on Resolution #11. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Adoption of standalone For For Analysis is helpful. September LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Declare final dividend of For For The total dividend outflow September LTD. Rs. 11.5 per equity share (including dividend tax for 2019 (face value Rs. 10.0) FY19) is ~Rs. 3. 8 bn, while the dividend payout ratio is 15. 5%. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Not fill the vacancy For For O P Puranmalka, 68, is September LTD. caused by the retirement Former MD, Ultratech 2019 of O P Puranmalka Cement Limited. He (DIN: 00062212) as retires by rotation and the Non-Executive Non- company does not seek to Independent Director fill the vacancy caused by his retirement. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Approve aggregate For For The total remuneration September LTD. remuneration of Rs. 2.85 proposed to be paid to the 2019 mn payable to D C Dave cost auditors in FY20 is & Co and N D Birla & Co reasonable compared to the as cost auditors for FY20 size and scale of operations. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Appoint K C Jhanwar For For K C Jhanwar, 62, is being September LTD. (DIN: 01743559) as appointed as Deputy 2019 Director Managing Director, Ultratech Cement Limited. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Appoint K C Jhanwar For For K C Jhanwar’s estimated September LTD. as Whole-time Director FY19 remuneration of Rs. 2019 designated as Deputy 87. 3 mn is in line with peers Managing Director and and commensurate with Chief Manufacturing the size and complexity of Officer for four years from the business. As a good 19 October 2018 and fix governance practice, his remuneration companies must disclose outline the maximum number of stock options that may be granted to directors annually. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint Arun Adhikari For For Arun Adhikari, 65, is Former September LTD. (DIN: 00591057) as MD, Home & Personal 2019 Independent Director Care, Hindustan Unilever for five years till 17 July Limited. He has been an 2024 Independent Director on the company’s board for close to six years. His reappointment as an independent director is in line with statutory requirements. However, after the completion of an aggregate ten-year tenure, we will consider him to be non-independent and assess board composition accordingly.

53 July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint S B Mathur For Against S B Mathur, 75, is Former September LTD. (DIN: 00013239) as Chairperson, Life Insurance 2019 Independent Director for Corporation of India. He five years till 17 July 2024 has been an Independent and ratify his continuation Director on the company’s on attainment of 75 years board for over 10 years. of age Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. Further, he has attended only 71% (5 out of 7) meetings held in FY19 and 70% (14 out of 20) meetings held in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint Ms. Sukanya For For Ms. Sukanya Kripalu, September LTD. Kripalu (DIN: 06994202) 59, is Director, Sukanya 2019 as Independent Director Consulting. She is a for five years from 11 consultant in the fields October 2019 of marketing, strategy, advertising and market research. Her reappointment is in line with statutory requirements. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Reappoint Ms. For Against Ms. Renuka Ramnath, 58, September LTD. Renuka Ramnath is Founder, Multiples Private 2019 (DIN: 00147182) as Equity. She has attended Independent Director 29% (2 out of 7) meetings in for five years from 11 FY19 and 40% (8 out of 20) October 2019 meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. We have a 75% board attendance threshold over a three-year cycle prior to re-appointment.

54 July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Approve borrowing limits For For The company has September LTD. of up to Rs. 80 bn over headroom available to raise 2019 and above the paid up additional debt under the capital and free reserves existing borrowing limit. Notwithstanding, UltraTech has maintained low debt levels in the past – the consolidated debt to equity and debt to EBITDA ratios on 31 March 2019 were 0. 8x and 3. 2x respectively. It may need flexibility in its borrowing limit to take over an estimated additional debt of ~Rs. 30 bn on account of its proposed acquisition of Century Textiles & Industries Limited’s cement assets. We expect the company to remain judicious in raising incremental debt. We expect companies to seek absolute limits on borrowing as against rolling limits that are linked to the company’s net worth. July 2019 - 18-Jul-2019 ULTRATECH CEMENT AGM Management Create charges/ For For Secured loans generally have September LTD. mortgages on assets of easier repayment terms, less 2019 the company restrictive covenants, and lower interest rates. July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Adoption of financial For For No qualification in the September statements for the year auditor's report. 2019 ended 31 March 2019 July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management To declare final dividend For For The total dividend outflow September of Rs.2.0 per equity including dividend tax is ~Rs. 2019 share (face value Rs.2) 1. 8 bn. The dividend payout ratio for FY19 is ~40%. July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Reappoint Keki Mistry For For Keki Mistry is the CEO and September (DIN: 00008886) as Vice-Chairperson, Housing 2019 Non-Executive Non- Development Finance Independent Director Corporation Limited, the promoter company. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Issue of non-convertible For For The proposed debentures September debentures and will be within GRUH’s 2019 subordinated Tier borrowing limit of Rs 210 bn II unsecured debt and within National Housing aggregating upto Rs. 51 Bank’s prescribed ceiling bn on private placement of 16 times of Net Owned basis Funds (NOF). GRUH’s credit rating is CRISIL AAA/Watch Negative/CRISIL A1+. July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management Approve payment of For For The company paid a total of September commission to non- Rs. 7. 9 mn (0. 1% of PBT) 2019 executive directors not as commission to its non- exceeding 1% of net executive directors in FY19. profits for FY20 As profits grow, we expect the company to be judicious in paying commission to its non-executive directors. Even so, the company must consider setting a cap in absolute terms on the commission payable.

55 July 2019 - 19-Jul-2019 GRUH FINANCE LTD. AGM Management To increase limit on total For For HDFC will have to sell shares September holdings of FII / FPIs aggregating to approximately 2019 from 24% to a maximum 17. 85% of the paid-up share of 40% of the paid-up capital of GRUH prior to the capital effective date of GRUH’s merger with Bandhan Bank. This is to comply with RBI’s directive for HDFC to hold only upto 9. 9% or less of the post-amalgamation paid-up share capital of Bandhan. During the sale of shares of GRUH by HDFC, the limit of 24% for shareholding of FPIs/FIls may be triggered. Therefore, the company proposes to increase the FPI/FII limit to 40% of paid up equity share capital of the company. The increased limit will provide flexibility to the company in order to comply with regulatory norms before the merger with Bandhan Bank Limited. July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Adoption of standalone For For The auditor report does not September financial statements for contain any qualifications. 2019 the year ended 31 March 2019 July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Adoption of consolidated For For The auditor report does not September financial statements for contain any qualifications. 2019 the year ended 31 March 2019 July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Declare dividend of For For Tata Steel proposes to pay September Rs.13 per fully paid a final dividend of Rs. 13. 0 2019 equity share of face value per fully paid up equity share. Rs.10 each and Rs.3.25 The total outflow on account per partly paid equity of dividend was Rs. 17. 9 bn share of face value Rs.10 and the dividend payout ratio each was 17. 0%. July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint Koushik For For Koushik Chatterjee is the September Chatterjee (DIN: CFO. He retires by rotation. 2019 00004989) as a Director, His reappointment is in line liable to retire by rotation with regulatory requirements. July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Appoint Vijay Kumar For For Vijay Kumar Sharma is the September Sharma (DIN: 02449088) former Chairperson of the 2019 as a Non-Executive Non- Life Insurance Corporation Independent Director, of India. He will be liable liable to retire by rotation to retire by rotation. His appointment is in line with regulatory requirements. July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint Ms. Mallika For For Ms. Mallika Srinivasan is September Srinivasan (DIN: the Chief Executive Officer 2019 00037022) as an of Tractors and Farm Independent Director Equipment Limited (‘TAFE’). from 14 August 2019 to Her reappointment is in line 20 May 2022 with statutory requirements. Mallika Srinivasan has attended 71% of the board meetings held in FY19 and 80% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint O P Bhatt For For O P Bhatt is the former September (DIN: 00548091) as an Chairperson of the 2019 Independent Director State Bank of India. His from 14 August 2019 to 9 reappointment is in line with June 2023 statutory requirements.

56 July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Reappoint T V Narendran For For T V Narendran is a Tata September as CEO and Managing Group veteran. His proposed 2019 Director for a period remuneration for FY20 of five years from 19 including bonus is estimated September 2019 to 18 at Rs. 153. 7 mn. The September 2023 and fix remuneration paid in FY19 his remuneration was 112. 4 times the median employee remuneration. Further, in FY19 his remuneration increased by 19. 1% v/s increase in median employee remuneration of 6. 3%. Notwithstanding, his proposed remuneration is comparable to peers, and commensurate with the size and complexity of the business. The company must consider disclosing performance metrics that determines variable pay. We also recommend that the company set a cap to the absolute amount of remuneration payable to him. July 2019 - 19-Jul-2019 TATA STEEL LTD. AGM Management Ratify remuneration of For For The remuneration to be September Rs.2.0 mn for Shome & paid to the cost auditor is 2019 Banerjee as cost auditors reasonable compared to for FY20 the size and scale of the company’s operations. July 2019 - 19-Jul-2019 VARUN BEVERAGES Postal Ballot Management Issue of bonus shares For For To issue the bonus shares, September LTD in the ratio of one bonus the board has recommended 2019 share for every two capitalization of reserves shares held (ratio of 1:2) up to Rs. 913. 3 mn. The objective of the issuance is to increase the liquidity of the equity shares traded in the secondary market and encourage the participation of small investors. The new equity shares will rank pari- passu in all respects with the existing equity shares of the company. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Adoption of standalone For For No qualification in auditor's September and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Declare final dividend of For For Axis Bank proposes to September Re. 1.0 per equity share declare a final dividend of 2019 of Rs. 2 each Re. 1. 0 per share of Rs. 2. 0 each. In FY19, the total dividend including dividend distribution tax amounts to Rs. 2. 8 bn. The dividend payout ratio is 6. 0%. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Reappoint Ms. Usha For Against Ms. Usha Sangwan (DIN September Sangwan as director 02609263) is Non-Executive 2019 liable to retire by rotation Director of Axis Bank. She is a nominee director of LIC India. She attended 58% of the board meetings held in FY19, and 60% (17 of 28) of the board meetings held in the past three years. We expect directors to attend all board meetings: we have a threshold of 75% attendance of the board meetings in the three-years prior to re- appointment.

57 July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Appoint Rakesh Makhija For For Rakesh Makhija (DIN September as Non-Executive (Part- 00117692) was appointed 2019 time) Chairperson for to the board in October a period of three years 2015. His appointment as w.e.f. 18 July 2019 and Non-Executive Chairperson fix his remuneration is in line with all statutory requirements. His remuneration in FY19 was Rs. 3. 4 mn. The estimated remuneration for FY20 of Rs. 6. 7 mn is in line with the size and complexity of the bank and comparable to peers in the banking industry. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve revision For For The proposed fixed September in remuneration of remuneration of Amitabh 2019 Managing Director & Chaudhry is estimated at Rs CEO, Amitabh Chaudhry 65. 6 mn w. E. F. 1 April 2019. (DIN 00531120) The bank has been granting ESOPS annually but has not disclosed the quantum to be granted this year. Assuming the same quantum of ESOP’s as granted last year, his total pay, including ESOPs is estimated at Rs 203. 5 mn (FY19 Rs 161. 9 mn). The proposed remuneration is comparable to that paid to his peers in the industry. In addition, he will be entitled to variable pay, as decided by the NRC and subject to approval of the RBI. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve revision in For For Rajiv Anand’s proposed fixed September remuneration of Rajiv remuneration is estimated at 2019 Anand from 1 April 2019 Rs 33. 6 mn w. E. F. 1 April till 3 August 2019 2019 (Rs 30. 0 mn in FY19). The bank has been granting ESOPS annually but has not disclosed the quantum to be granted this year. Assuming the same quantum of ESOP’s as granted last year, his total pay, including ESOPs is estimated at Rs 83. 6 mn. , (FY19 Rs 62. 8 mn). In addition, he will be entitled to variable pay, as decided by the NRC and subject to approval of the RBI. The proposed remuneration comprises a marginal increase in fixed pay and is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry.

58 July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Reappoint Rajiv Anand For For Rajiv Anand was appointed September (DIN 02541753) as on the Board of Axis 2019 Executive Director for Bank on 12 May 2016. a period of three years His reappointment as an w.e.f. 4 August 2019 and Executive director for a fix his remuneration period of three years w. E. F. 4 August 2019 is in line with all statutory requirements. His proposed remuneration assuming ESOPs, is estimated at Rs. 83. 6 mn for FY20. In addition, he will be entitled to variable pay, as decided by the NRC and subject to approval of the RBI. His remuneration is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve revision in For For Rajesh Dahiya’s proposed September remuneration of Rajesh fixed remuneration is 2019 Dahiya from 1 April 2019 estimated at Rs 32. 1 mn till 3 August 2019 w. E. F. 1 April 2019 (Rs 25. 7mn in FY19). The bank has been granting ESOPS annually but has not disclosed the quantum to be granted this year. Assuming the same quantum of ESOP’s as granted last year, his total pay, including ESOPs is estimated at Rs 66. 3 mn (FY19 Rs 44. 4 mn). The proposed remuneration comprises a marginal increase in fixed pay. In addition, he will be entitled to variable pay, as decided by the NRC and subject to approval of the RBI. The remuneration is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Reappoint Rajesh Dahiya For For Rajesh Dahiya was September (DIN 07508488) as appointed on the Board of 2019 Executive Director for Axis Bank on 12 May 2016. w.e.f. 4 August 2019 and His reappointment as an fix his remuneration Executive director for a period of three years w. E. F. 4 August 2019 is in line with all statutory requirements. His estimated proposed remuneration assuming ESOP’s is estimated at Rs. 66. 3 mn for FY20. In addition, he will be entitled to variable pay, as decided by the NRC and subject to approval of the RBI. His remuneration is consistent with the size and complexities of the business of Axis Bank and comparable to that paid to his peers in the industry.

59 July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Appoint Pralay Mondal For For Pralay Mondal 53, is an September (DIN 00117994) as engineer from IIT, Kharagpur 2019 Director and a management graduate from IIM, Calcutta. He has over 30 years of banking experience, focused on Retail Banking, Business Banking, Products and Technology and has previously served in Yes Bank as Senior Group President - Retail & Business Banking and at HDFC Bank as Group Head, Retail Assets & Payments Business. His appointment as Director w. E. F. 1 August 2019, is in line with all statutory requirements. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Appoint Pralay Mondal as For For The proposed remuneration September Executive Director w.e.f of Pralay Mondal is estimated 2019 1 August 2019 and fix his at Rs. 80. 2 mn for FY20. remuneration This assumes ESOP’s will be granted in line with others executive directors in the bank: the bank has not disclosed the quantum of stock options to which he will be entitled to, as these will be decided by the NRC and subject to approval of the RBI. In addition, he will also be entitled to variable pay, as decided by the NRC and subject to approval of the RBI. His estimated remuneration is commensurate with the size and complexities of the business of Axis Bank and comparable to the peers in the industry. July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management To approve borrowing/ For For The debt instruments to September raising funds in Indian be issued will be within the 2019 Currency/Foreign Bank’s overall borrowing Currency by issue of debt limits of Rs 2. 0 trillion. instruments including but not limited to bonds and non-convertible debentures for an amount upto Rs 350 bn July 2019 - 20-Jul-2019 AXIS BANK LTD. AGM Management Approve payment of For For Historically, Axis Bank has September commission to Non- paid less than 0. 02% of 2019 Executive Directors not net profit as commission exceeding 1% of net to non-executive directors profits for a period of five in two out of the past five years commencing 1 financial years. Therefore, April 2020 we expect the commission paid to non-whole-time directors to remain within that range. Notwithstanding, shareholders may seek confirmation from the management on the actual range of payouts. As a measure of transparency, we expect companies to fix the absolute amount of commission payable to non- executive directors. July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Adoption of standalone For For The financial statements September SERVICES LTD financial statements for do not contain any adverse 2019 the year ended 31 March qualifications from the 2019 auditor.

60 July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Declare final dividend For For The total dividend for FY19 September SERVICES LTD of Rs. 13.5 per share of is Rs. 21. 0 per share, while 2019 face value Rs. 2.0 it distributed a dividend of Rs. 16. 0 per share in FY18. The total dividend outflow (including dividend tax for FY19) is Rs. 2. 6 bn and the dividend payout ratio is 37. 5%. July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Reappoint Amit Chadha For For Amit Chadha, 47, is September SERVICES LTD (DIN: 07076149) as currently designated 2019 Executive Director as President-Sales and Business Development. His reappointment meets all statutory requirements. July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Reappoint A. M. Naik For For A. M. Naik, 77, has been September SERVICES LTD (DIN: 00001514) as associated with L&T for 2019 Non-Executive Non- the past five decades. His Independent Chairperson reappointment meets all statutory requirements. July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Reappoint Samir Desai For For Samir Desai, 73, has over September SERVICES LTD (DIN:01182256) as three decades of experience 2019 Independent Director in Management and the for a further term of five former Chief Information years w.e.f. 30 April Officer of Motorola. He 2019 and approve his has served on the board continuation once he for the past five years. attains the age of 75 His reappointment as years independent director for another term of five years is in line with all statutory requirements. His continuation after attaining the age of 75 years is in line with regulations. July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Revise remuneration of For For Dr. Keshab Panda, 61, has September SERVICES LTD Dr. Keshab Panda (DIN: served on the board for the 2019 05296942) as Chief past seven years. He was Executive Officer and last reappointed as CEO Managing Director w.e.f. & MD for three years, w. E. 1 April 2019 F. 10 January 2018 in the previous AGM. The company now proposes to revise his remuneration, w. E. F. 1 April 2019. His proposed remuneration of Rs. 77. 0 mn (excluding ESOPs) for FY20 is commensurate with the overall performance of the company and is in line with the peers. To provide more clarity to shareholders on his final remuneration, the company should consider introducing a cap on the profit-sharing incentive in absolute terms and disclose the likely quantum of stock options to be granted.

61 July 2019 - 20-Jul-2019 L&T TECHNOLOGY AGM Management Revise remuneration For For Amit Chadha is part of the September SERVICES LTD of Amit Chadha (DIN: management team providing 2019 07076149) as President– business leadership, market Sales and Business direction & strategic vision Development (ED) w.e.f. to the company. He was last 1 July 2019 reappointed as President– Sales and Business Development (ED) for three years in the previous AGM w. E. F. 1 July 2018. The company now proposes to revise his remuneration, w. E. F. 1 April 2019. His proposed remuneration of Rs. 60. 6 mn (excluding ESOPs) for FY20 is commensurate with the overall performance of the company and is in line with the peers. To provide more clarity to shareholders on his final remuneration, the company should consider introducing a cap on the profit-sharing incentive in absolute terms and disclose the likely quantum of stock options to be granted. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Adoption of standalone For For No qualification in the September BANK LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Reappoint C Jayaram For For C Jayaram, 63, is the Former September BANK LTD. (DIN: 00012214) as Joint MD of the bank. He 2019 Non-Executive Non- retires by rotation and his Independent Director reappointment is in line with statutory requirements. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Declare equity dividend For For The dividend payout ratio September BANK LTD. of Rs 0.8 per share of on equity shares is 3. 8%, 2019 face value Rs 5.0 each similar to that paid over the and confirm interim past two years. Further, the dividend of 8.1% on pro-rata payout on Perpetual preference shares for Non-Cumulative Preference FY19 Shares of face value of Rs. 5 each issued by the bank, is Rs. 0. 3 bn in FY19, including dividend distribution tax. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management To appoint Walker For For Walker Chandiok & Co LLP September BANK LTD. Chandiok & Co LLP as will replace S R Batliboi & Co 2019 statutory auditors for two LLP as the statutory auditors years from FY20 and fix for two years at an annual FY20 remuneration at remuneration of Rs. 19. 0 mn Rs. 19.0 mn plus out of pocket expenses and applicable taxes. Their appointment is in line with statutory requirements. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint Uday Shankar For For Uday Shankar, 57, is September BANK LTD. (DIN: 01755963) as President, Asia Pacific for 2019 Independent Director for The Walt Disney Company’s five years from 16 March Direct-to-Consumer & 2019 International (DTCI) segment and the Chairperson, Star & Disney India. His appointment is in line with statutory requirements.

62 July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Reappoint Prakash Apte For For Prakash Apte, 65, is September BANK LTD. (DIN: 00196106) as Chairperson, Kotak Mahindra 2019 Independent Director for Bank Limited and Former five years from 18 March MD, Syngenta India Limited, 2019 an agribusiness company. He has been on the board for close to eight years. His reappointment is in line with statutory requirements. We will classify him as non-independent once his aggregate tenure on the board crosses ten years and will assess board composition accordingly. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Reappoint Ms. For For Ms. Farida Khambata, September BANK LTD. Farida Khambata 69, is Global Strategist, 2019 (DIN: 06954123) as Cartica Capital LLP. Her Independent Director reappointment is in line with for three years from 7 statutory requirements. September 2019 July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint KVS Manian For For KVS Manian, 57, is President September BANK LTD. (DIN: 00031794) as - Corporate, Institutional 2019 Director & Investment Bank, Kotak Mahindra Bank Limited. His appointment is subject to RBI approval. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint KVS Manian as For For KVS Manian’s fixed September BANK LTD. Whole-time Director for remuneration is estimated 2019 three years from the date at Rs 44. 1 mn. In addition, of RBI approval and fix he will be entitled to a his remuneration variable pay and ESOP’s. These will be finalized by the remuneration committee and will be subject to RBI’s approval. Based on the variable pay and ESOP’s granted to other whole-time directors, we assume the variable pay at Rs 13. 2 mn and the fair value of ESOPs at Rs 33. 7 mn, and estimate the total salary at Rs 91 mn. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint Gaurang Shah For For Gaurang Shah, 57, is September BANK LTD. (DIN: 00016660) as President - Group Chief Risk 2019 Director officer, Kotak Mahindra Bank Limited. His appointment is subject to RBI approval. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management Appoint Gaurang Shah For For Gaurang Shah’s fixed September BANK LTD. as Whole-time Director remuneration is estimated 2019 for three years from the at Rs 44. 1 mn. In addition, date of RBI approval and he will be entitled to a fix his remuneration variable pay and ESOP’s. These will be finalized by the remuneration committee and will be subject to RBI’s approval. Based on the variable pay and ESOP’s granted to other whole-time directors, we assume the variable pay at Rs 13. 2 mn and the fair value of ESOPs at Rs 33. 7 mn, and estimate the total salary at Rs 91 mn. July 2019 - 22-Jul-2019 KOTAK MAHINDRA AGM Management To approve private For For The debt raised will be within September BANK LTD. placement of debentures/ the overall borrowing limits of 2019 bonds or other debt Rs. 600. 0 bn. securities upto Rs. 50 bn

63 July 2019 - 23-Jul-2019 TORRENT AGM Management Adoption of standalone For For No qualification in the September PHARMACEUTICALS and consolidated auditor's report. 2019 LTD. financial statements for the year ended 31 March 2019 July 2019 - 23-Jul-2019 TORRENT AGM Management Confirm interim dividend For For The total dividend for FY19 September PHARMACEUTICALS of Rs.13.0 per equity is Rs. 17. 0 per share and 2019 LTD. share and declare final the total dividend outflow dividend of Rs.4.0 per (including dividend tax for equity share (face value FY19) is Rs. 3. 5 bn, while of Rs.5.0) the dividend payout ratio is 46. 7%. July 2019 - 23-Jul-2019 TORRENT AGM Management Reappoint Samir Mehta For For Samir Mehta is the Executive September PHARMACEUTICALS (DIN: 00061903) as Chairperson. He also serves 2019 LTD. Director liable to retire by in an executive capacity rotation on the board of Torrent Power. As promoter and executive chairperson, he has a responsibility towards both companies. He should consider stepping down from his executive responsibilities from the two companies and provide guidance as non- executive chairperson. July 2019 - 23-Jul-2019 TORRENT AGM Management Ratify remuneration of For For The proposed remuneration September PHARMACEUTICALS Rs. 0.8 mn for Kirit Mehta to be paid to the cost auditor 2019 LTD. & Co. as cost auditors in FY20 is reasonable for FY20 compared to the size and scale of operations. July 2019 - 23-Jul-2019 TORRENT AGM Management Reappoint Samir Mehta For For Although we support Samir September PHARMACEUTICALS (DIN: 00061903) as Mehta’s reappointment, there 2019 LTD. Executive Chairperson is no clarity on his proposed from 30 July 2019 to 31 remuneration. In the past, March 2020 and fix his his remuneration was in the remuneration form of commission and aggregated Rs. 150mn in FY19, which is comparable to peers. We expect the company to remain judicious in setting Samir Mehta’s remuneration. We encourage the company to disclose Samir Mehta’s remuneration structure and ensure a stronger alignment with company performance. Samir Mehta holds an executive position in an affiliate, Torrent Power Limited, from where his remuneration aggregated Rs. 10 mn in FY19. We generally do not support executives serving on two companies, but as the group chairperson, he has responsibilities towards both companies. July 2019 - 23-Jul-2019 TORRENT AGM Management Approve payment of For Against Sudhir Mehta is the September PHARMACEUTICALS commission of Rs 50.0 Chairperson Emeritus. 2019 LTD. mn to Sudhir Mehta (DIN: Given that there is already a 00061871) for FY19 promoter Chairperson, there is lack of clarity on his role as Chairperson Emeritus, which is generally an honorary title. His FY19 pay was more than that paid to the CFO (~Rs. 30. 2 mn) and is higher than Non-Executive Chairpersons in other promoter-controlled pharmaceutical peers.

64 July 2019 - 23-Jul-2019 TORRENT AGM Management Approve payment of For For The company had obtained September PHARMACEUTICALS commission to Non- shareholders’ approval in July 2019 LTD. Executive Directors not 2015 for paying commission, exceeding 1% of net not exceeding 1%, to non- profits for five years from executive directors for a 1 April 2020 period of five years. The company proposes to pay such commission to its non- executive directors for a further period of five years. In FY19, the non-executive directors were paid a total commission of Rs. 56. 2 mn, which is reasonable and represents ~1. 0% of FY19 PBT. Although Sudhir Mehta’s (Non-Executive Chairperson Emeritus) individual pay-out is high, the company has been judicious in deciding on the commission to be paid to other non-executive directors. As a good practice the company must consider setting a cap in absolute terms on the commission payable. July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Adoption of standalone For For The financial statements September LTD. and consolidated do not contain any adverse 2019 financial statements for qualifications from the the year ended 31 March Auditors. 2019 July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Ratify the two interim For For The total dividend payout September LTD. dividends aggregating (including dividend 2019 Rs 15.0 per share of face distribution tax) for FY19 value Rs 10.0 each aggregates to Rs 33. 4 bn. The dividend payout ratio for FY19 was 120. 2%. July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Devender For For Devender Singh Rawat, 50, September LTD. Singh Rawat (DIN: is MD & CEO, Bharti Infratel 2019 06798626) as Director Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Appoint Prakul Kaushiva For For Prakul Kaushiva, 41, is September LTD. (DIN: 08285582) as Senior Partner, Private 2019 Non-Executive Non- Equity Asia, CPP Investment Independent Director Board. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Bharat Raut For For Bharat Raut, 69, is Founding September LTD. (DIN: 00066080) as Partner, BSR & Co. He 2019 Independent Director for has been on the board for five years from 1 April close to seven years. His 2019 reappointment is in line with statutory requirements. We will classify him as Non-Independent once his overall tenure on the board exceeds ten years and will assess board composition accordingly.

65 July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Jitender For For Jitender Balakrishnan, 69, September LTD. Balakrishnan (DIN: is Former Deputy MD, IDBI 2019 00028320) as Bank. He has been on the Independent Director for board for close to seven five years from 1 April years. His reappointment 2019 is in line with statutory requirements. We will classify him as Non-Independent once his overall tenure on the board exceeds ten years and will assess board composition accordingly. July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Dr. For For Dr. Leena Srivastava, 58, September LTD. Leena Srivastava is Vice Chancellor, TERI 2019 (DIN: 00005737) as University. She has been on Independent Director for the board for close to seven five years from 1 April years. Her reappointment 2019 is in line with statutory requirements. We will classify her as Non-Independent once her overall tenure on the board exceeds ten years and will assess board composition accordingly. July 2019 - 23-Jul-2019 BHARTI INFRATEL AGM Management Reappoint Narayanan For Against Narayanan Kumar, 69, is Vice September LTD. Kumar (DIN: 00007848) Chairperson, Sanmar Group. 2019 as Independent Director He has been on the board for for five years from 1 April close to 11 years. We believe 2019 that the length of tenure is inversely proportionate to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Adoption of standalone For For No qualification in the September INSURANCE and consolidated auditor's report. 2019 COMPANY LTD. financial statements for the year ended 31 March 2019 July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Confirm interim dividend For For Total dividend for FY19 is Rs. September INSURANCE of Rs. 1.63 per share as 1. 63, while it paid a dividend 2019 COMPANY LTD. final dividend for FY19 of Rs. 1. 36 in FY18. The total dividend outflow (including dividend tax for FY18) is Rs. 4. 0 bn and the dividend payout ratio is 31. 0%. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Reappoint Keki Mistry For For Keki Mistry, 64, represents September INSURANCE (DIN: 00008886) as the HDFC Ltd. On the board. His 2019 COMPANY LTD. Non-Executive Non- reappointment meets all the Independent Director statutory requirements. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Approve reappointment For For Price Waterhouse Chartered September INSURANCE of Price Waterhouse Accountants LLP have been 2019 COMPANY LTD. Chartered Accountants the statutory auditors for LLP as joint statutory the past five years, while auditors for a further term GM Kapadia & Co. Have of five years and fix their been the statutory auditors remuneration for the past three years. The reappointment of Price Waterhouse Chartered Accountants LLP’s as joint statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments, the requirements of Section 139 of the Companies Act 2013. The remuneration for joint auditors for FY20 will be Rs. 5. 7 mn each.

66 July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Approve not filing up For For Gerald Grimstone, 69, September INSURANCE the vacancy caused by representative of Standard 2019 COMPANY LTD. retirement of Gerald Life is liable to retire by Grimstone (DIN: rotation at the FY19 AGM. 01910890) However, he is not seeking reappointment and the company proposes not to fill the vacancy caused by his retirement. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Appoint Ms. Bharti Gupta For For Ms. Bharti Gupta Ramola, September INSURANCE Ramola (DIN: 00356188) 60, did her bachelors’ in 2019 COMPANY LTD. as an Independent Physics St. Stephen's Director for five years, College, University of w.e.f. 12 February 2019 Delhi and PGDM from IIM- Ahmedabad. She is a former partner with PwC India, on the consulting side. Her appointment as an independent director meets all statutory requirements. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Reappoint VK For For VK Viswanathan, 68, is the September INSURANCE Viswanathan (DIN: Chairperson of Bosch Ltd. He 2019 COMPANY LTD. 01782934) as an served as the MD of Bosch Independent Director Ltd. And country head and for a further term of five President of Bosch Group in years from 25 April 2019 India from February 2008 till July 2013. His reappointment as independent director for a further term of five years meets all the statutory requirements. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Reappoint Prasad For For Prasad Chandran, 67, is September INSURANCE Chandran (DIN: former Chairperson and 2019 COMPANY LTD. 00200379) as an Managing Director of BASF Independent Director India Ltd. His reappointment for a further term of five as independent director for years from 25 April 2019 a further term of five years meets all the statutory requirements. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management Approve continuation For For Deepak Parekh, 74, September INSURANCE of Deepak Parekh represents HDFC Ltd. And 2019 COMPANY LTD. (DIN: 00009078) as is currently designated Chairperson, after as the Chairperson of the attaining the age of 75 board. Recent changes years on 18 October in SEBI’s LODR require 2019 directors having attained the age of 75 to be re- approved by shareholders through a special resolution. Deepak Parekh will attain the age of 75 years on 18 October 2019. In line with this regulatory change, the company is seeking to ratify his continuation on the board after attaining the age of 75 years.

67 July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To revise remuneration For For Vibha Padalkar, 53, has September INSURANCE terms of Ms. Vibha been on the board for the 2019 COMPANY LTD. Padalkar, Managing past seven years. She was Director & CEO, w.e.f. 1 promoted as the MD & CEO April 2019 on 12 September 2018. She was paid a remuneration of Rs. 60. 4 mn in FY19. The NRC has proposed the revision in her remuneration, subject to approval by IRDAI. Her proposed remuneration of Rs. 85. 9 mn is comparable to peers and in line with the size and complexity of the business. Further, variable pay (including stock options) accounts for ~61% of her remuneration which aligns pay with performance. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To revise remuneration For For Suresh Badami, 53, was September INSURANCE terms of Suresh Badami, appointed as executive 2019 COMPANY LTD. Executive Director, w.e.f. director from 17 September 1 April 2019 2018 for a term of three years. The NRC has proposed the revision in his remuneration, which is subject to approval by IRDAI. He was paid a remuneration of Rs. 41. 7 in FY19 (from 17 September 2018 to 31 March 2019). His proposed remuneration of Rs. 80. 9 mn is comparable to peers and in line with the size and complexity of the business. Further, variable pay (including stock options) accounts for ~61% of his remuneration which aligns pay with performance. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To approve Employees For For The ESOS-2019 will result in September INSURANCE Stock Option a dilution of upto ~0. 4% for 2019 COMPANY LTD. Scheme-2019 (ESOS- the existing shareholders. 2019) for the eligible As the options under the employees of the scheme will be issued at company market price, the cost impact on the company will be reasonable (~4. 7% of FY19 consolidated PBT), and it will align employee incentives to shareholder returns. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To approve Employees For For Through a separate September INSURANCE Stock Option resolution, the company 2019 COMPANY LTD. Scheme-2019 (ESOS- seeks approval to grant 2019) for the eligible options to the employees employees of the of its subsidiary companies subsidiary companies (existing and future) within the overall ceiling of 8. 6 mn options under ESOS-2019 scheme. July 2019 - 23-Jul-2019 HDFC LIFE AGM Management To increase shareholding For For Standard Life (promoter) September INSURANCE limit for registered holds 24. 7% stake in the 2019 COMPANY LTD. Foreign Institutional company while other FII/ Investors (FII) and FPI hold ~10. 5% stake in Foreign Portfolio the company. The company Investors (FPI) to an proposes to increase this aggregate limit of 49% to 49% to allow foreign from 26% of paid-up investors to acquire further share capital stake in the company. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Adoption of financial For For No qualification in auditor's September statements for the year report. 2019 ended 31 March 2019

68 July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Declare final dividend of For For The total dividend outflow September Rs. 12.0 per equity share including dividend tax for 2019 (face value Rs. 10.0) FY19 is Rs. 0. 7 bn. The dividend payout ratio is 21. 3%. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Reappoint Bernd For For Bernd Stephan, 63, is September Stephan (DIN: 07835737) President, Automotive and 2019 as Non-Executive Non- Aerospace, SKF Group Independent Director and member of SKF Group management. His reappointment is in line with the statutory requirements. He has attended only 50% (3 out of 6) of the meetings held during FY19 and 45% (5 out of 11) over his overall tenure of two years on the board. We expect directors to attend all board meetings. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Reappoint Price For For Price Waterhouse & Co. September Waterhouse & Co. Bangalore LLP have been 2019 Bangalore LLP as SKF India’s auditors for the statutory auditors for past six financial years. Their four years and fix their reappointment is in line with remuneration at Rs. 8.5 our Voting Guidelines on mn per annum Auditor (Re)appointment, the requirements of Section 139 of the Companies Act 2013. However, SKF India must consider appointing joint auditors: Price Waterhouse & Co. Bangalore LLP may be unable to continue as statutory auditors if the authorities put curbs on them in relation to SEBI’s order on Satyam Computer Services Limited. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Gopal For For Gopal Subramanyam, September Subramanyam 64, is Former CEO, L&T 2019 (DIN: 06684319) as Komatsu India Limited. His Independent Director appointment is in line with the for five years from 16 statutory requirements. May 2019 July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Ms. Anu Wakhlu For For Ms. Anu Wakhlu, 62, is September (DIN: 00122052) as an Executive Coach and 2019 Independent Director Chairperson, Pragati for five years from 16 Leadership Institute Private May 2019 Limited. Her appointment is in line with the statutory requirements. We raise concern with her appointment as Chairperson of the Audit Committee: she does not have appear to have financial expertise (neither by education nor experience). July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Aldo Cedrone For For Aldo Cedrone, 61, is September (DIN: 08455073) as Manufacturing Director, 2019 Director from 17 May Bearing Operations, for the 2019 SKF Group. He is liable to retire by rotation and his appointment is in line with the statutory requirements. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Shareholder Appoint Manish For For Manish Bhatnagar, 50, is September Bhatnagar (DIN: Managing Director, SKF India 2019 08148320) as Director Limited. His appointment from 16 August 2018 is in line with the statutory requirements.

69 July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Appoint Manish For For Manish Bhatnagar’s September Bhatnagar as Managing estimated FY20 2019 Director for five years remuneration of Rs. 28. 6 with effect from 16 mn is commensurate with the August 2018 and fix his size and complexity of the remuneration business and is comparable to peers. The company must provide granular details on the group long term variable salary program to provide greater clarity on the overall remuneration structure. Although Manish Bhatnagar is not liable to retire by rotation, we recognize that he is being appointed for a fixed term and his reappointment will need shareholder approval. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Approve payment of For For SKF India has been paying September royalty to Aktiebolaget royalty between 2. 6% to 2. 2019 SKF, promoter entity, 8% of aggregate net sales upto 5% of net sales, and between 13. 3% and w.e.f. 1 July 2019 17. 6% of pre-tax pre-royalty profit over the past five years; in line with the growth in sales and profits. However, this can go upto 5% of net sales under the existing agreement. Notwithstanding, we expect the company to remain judicious in its payouts going forward, as in the past. Further, the approval is for a limited time period of five years. The company must consider linking royalty payouts to profits (in addition to revenues): this will ensure tempering of royalty payments in years where profitability is under pressure. July 2019 - 23-Jul-2019 S K F INDIA LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs. 410,000 payable to proposed to be paid to the 2019 R A & Co. as cost auditor cost auditors in FY19 is for FY19 reasonable compared to the size and scale of operations. July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Adoption of standalone For For The Financial Statements do September ENTERPRISES LTD. and consolidated not contain any qualifications 2019 financial statements for on the financial statements the year ended 31 March by the auditor. 2019 July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Confirm dividend on For For "The company paid September ENTERPRISES LTD. preference shares dividend at 6% per annum 2019 on preference shares of face value Rs. 10. 0 Total outflow of the dividend paid on the preference shares in FY19 amounted to Rs. 0. 9 bn. " July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Declare a final dividend For For The company has proposed September ENTERPRISES LTD. of Rs 3.5 per share of a final dividend of Rs. 3. 5 2019 face value Re 1.0 each per equity share of face value Re. 1. 0 for the year ended 31 March 2019. The total dividend outflow including dividend tax for FY19 is Rs. 4. 0 bn. The dividend payout ratio for FY19 is 24. 4%.

70 July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Reappoint Subhash For For Subhash Chandra, September ENTERPRISES LTD. Chandra (DIN 00031458) promoter of Essel Group 2019 as Director, liable to retire of Companies, is the Non- by rotation Executive Chairperson. His attendance for FY19 is 71% and 65% (15 out of 23) in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. Even so, the ZEE group is precariously positioned with respect to its debt repayment capacity, and Subhash Chandra’s leadership at this juncture is critical to ZEEL. July 2019 - 23-Jul-2019 ZEE ENTERTAINMENT AGM Management Ratify remuneration of For For The total remuneration paid September ENTERPRISES LTD. Rs. 300,000 (plus service to the cost auditors in FY19 is 2019 tax and out of pocket reasonable compared to the expenses) for Vaibhav size and scale of operations. P Joshi & Associates, as cost auditors for the financial year ending 31 March 2019 July 2019 - 24-Jul-2019 CROMPTON AGM Management Adoption of standalone For For Standalone and consolidated September GREAVES and consolidated financial statements analysis 2019 CONSUMER financial statements for is helpful. ELECTRICAL LTD the year ended 31 March 2019 July 2019 - 24-Jul-2019 CROMPTON AGM Management To declare a final For For The total dividend for FY19 September GREAVES dividend of Rs. 2.0 per is Rs. 2. 0 per equity share, 2019 CONSUMER equity share of face value while the dividend paid in ELECTRICAL LTD Rs. 2.0 each FY18 was Rs. 1. 8. The total dividend outflow (including dividend tax for FY18) is Rs. 1. 5 bn and the dividend payout ratio is 37. 5%. July 2019 - 24-Jul-2019 CROMPTON AGM Management Reappoint Sahil Dalal For For Sahil Dalal, 40, represents September GREAVES (DIN: 07350808) as Advent India PE Advisors on 2019 CONSUMER Non-Executive Non- the board. His appointment ELECTRICAL LTD Independent Director as a Non-Executive Non- Independent director meets all statutory requirements. July 2019 - 24-Jul-2019 CROMPTON AGM Management Appoint Ms. Smita Anand For For Ms. Smita Anand, 60, has September GREAVES (DIN: 00059228) as about three decades of 2019 CONSUMER Independent Director for experience as a Human ELECTRICAL LTD a term of five years from Resource Consultant, 10 December 2018 Leadership Coach and Advisor and as a business leader. She is the former Head-Asia of Korn Ferry. Her appointment as independent director meets all statutory requirements. July 2019 - 24-Jul-2019 CROMPTON AGM Management Approve remuneration of For For The total remuneration September GREAVES Rs. 0.45 mn for Ashwin proposed to be paid to the 2019 CONSUMER Solanki & Associates as cost auditors is reasonable ELECTRICAL LTD cost auditors for FY20 compared to the size and scale of operations. July 2019 - 24-Jul-2019 SYNGENE AGM Management Adoption of standalone For For No qualification in the September INTERNATIONAL LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 24-Jul-2019 SYNGENE AGM Management To declare a final For For The total dividend outflow September INTERNATIONAL LTD. dividend of Rs. 0.5 per including dividend tax for 2019 share on face value FY19 is Rs. 0. 2 bn. The Rs.10.0 dividend payout ratio is 7. 3%.

71 July 2019 - 24-Jul-2019 SYNGENE AGM Management Reappoint Ms. Catherine For For Ms. Catherine Rosenberg, September INTERNATIONAL LTD. Rosenberg (DIN: 58, is a professor at 2019 06422834) as Director Waterloo University. She retires by rotation and her reappointment is in line with the statutory requirements. July 2019 - 24-Jul-2019 SYNGENE AGM Management Reappoint Paul For For Paul Blackburn, 64, is Senior September INTERNATIONAL LTD. Blackburn (DIN: VP at GlaxoSmithKline UK. 2019 06958360) as The board seeks to reappoint Independent Director him as independent director for five years from the for another term of five conclusion of the AGM years. His reappointment is in line with the statutory requirements. July 2019 - 24-Jul-2019 SYNGENE AGM Management Approve Syngene For Against Under the scheme, the September INTERNATIONAL LTD. Restricted Stock Unit company will grant 3. 34 mn 2019 Long Term Incentive restricted stock units at face Plan FY 2020 (The Plan) value of Rs. 10. 0, with a under which up to 1.67% vesting period of up to four of the paid-up capital can years. We do not support be issued and grant of restricted stock unit plans Restricted Stock Units to where the exercise price is eligible employees at a significant discount to market price. July 2019 - 24-Jul-2019 SYNGENE AGM Management Approve grant of For Against The company proposes to September INTERNATIONAL LTD. restricted stock units extend the RSU Plan to the 2019 to the employees of employees of its subsidiary subsidiaries of the companies. Our view on this company under Syngene resolution is linked to our Restricted Stock Unit opinion on resolution #5. Long Term Incentive Plan FY2020 (The Plan) July 2019 - 24-Jul-2019 SYNGENE AGM Management Approve provisioning For Against The company seeks approval September INTERNATIONAL LTD. of funds to Syngene to give loan to the trust of up 2019 Employees Welfare to 1. 67% of the paid-up Trust for primary issue of capital and free reserves of equity shares the previous financial year to enable primary issue of shares. Our view on this resolution is linked to our opinion on resolutions #5. July 2019 - 25-Jul-2019 P V R LTD. AGM Management Adoption of standalone For For The financial statements September and consolidated do not contain any adverse 2019 financial statements for qualifications by the auditor. the year ended 31 March 2019 July 2019 - 25-Jul-2019 P V R LTD. AGM Management To declare dividend of For For PVR proposes to pay final September Rs.2 per equity share of dividend of Rs. 2. 0 per share 2019 Rs.10.0 each (of face value Rs 10. 0) for FY19. Total dividend for the year is Rs. 112. 5 mn and the dividend pay-out ratio for the year is 6. 5% (including DDT), lower than 9. 3% of the prior year. July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Ms. For Against Renuka Ramnath, MD September Renuka Ramnath (DIN – Multiples Asset Mgmt 2019 00147182), as Director Pvt Ltd, has been on the board since January 2013. She attended 50% of the meetings in FY19 and 32% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a 75% attendance threshold for board meetings in the three-year cycle prior to re-appointment.

72 July 2019 - 25-Jul-2019 P V R LTD. AGM Management To appoint Ms. For For Ms. Deepa Misra Harris is September Deepa Misra Harris the founder of BRANDSWE 2019 (DIN 00064912), as LOVE, a branding and independent director, for marketing consultancy. She a period of five years, was the former Head of with effect from 27 March Sales & Marketing Taj Hotels, 2019 Palaces, Resorts & Safaris and has over 30 years in the high-end hospitality category. Her appointment is in line with statutory requirements. July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Sanjai For For Sanjai Vohra, former MD September Vohra (DIN 00700879), JP Morgan and UBS, has 2019 as independent director, been on the board since for a period of five years, September 2011. His with effect from 25 July reappointment for a period 2019 of 5 years will result in his cumulative tenure crossing 10 years. After crossing 10 years we will consider him as non-independent. July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Amit For Against Amit Burman, Vice September Burman (DIN 00042050), Chairperson of Dabur India, 2019 as independent director, has been on the board since for a period of five years, October 2005. We believe with effect from 25 July that the length of tenure is 2019 inversely proportionate to the independence of a director and therefore classify him as non-independent due to his long association which exceeds 10 years with the company. His attendance level for board meetings attended over the past three years is 53% which is below our threshold of 75%. We expect directors to take their responsibilities seriously and attend all meetings. July 2019 - 25-Jul-2019 P V R LTD. AGM Management To reappoint Vikram For Against Vikram Bakshi, Managing September Bakshi (DIN 00189930), Director of Connaught Plaza 2019 as independent director, Restaurants Private Ltd has for a period of five years, been on the board since with effect from 25 July September 2005. We believe 2019 that the length of tenure is inversely proportionate to the independence of a director and therefore classify him as non-independent due to his long association which exceeds 10 years with the company. July 2019 - 25-Jul-2019 P V R LTD. AGM Management Issuance of non– For For The proceeds will be utilized September convertible debentures for further acquisitions, 2019 up to Rs. 5.0 bn on capital expenditure, private placement basis refinance high cost borrowings and other general purpose requirements. The proposed issuance will be within the company’s overall borrowing limit of Rs. 20 bn. The current NCD facility is rated CRISIL AA-/Stable, which denotes adequate degree of safety with regard to timely servicing of financial obligations.

73 July 2019 - 25-Jul-2019 P V R LTD. AGM Management Approve commission For For Sanjai Vohra is the September of Rs. 2.4 mn to Sanjai Chairperson of the audit 2019 Vohra as Non-Executive as well as nomination and Director for FY19 remuneration committee and member of corporate social responsibility committee. Given the two Chairpersonships, his duties and responsibilities are high resulting in a higher commission being paid to him. During FY18, he was paid a commission of Rs. 1. 5 mn (67% of total paid commission). For FY19,the company proposes to pay him a commission of Rs. 2. 4 mn ( 83% of total paid commission). Recent amendments to SEBI LODR require shareholders’ approval every year in which annual remuneration payable to a single non-executive director exceeds 50% of the total annual remuneration to all non-executive directors. His proposed commission is reasonable at 0. 1% of PBT. Further, the company has aligned his commission with the overall performance of the company. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Adoption of standalone For For No qualification in auditor's September and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Declare dividend of Rs. For For The total dividend per share September 6.0 per equity share of for FY19 increased to Rs. 6. 2019 face value Rs.2 each 0 per share. The dividend outflow amounted to Rs. 4. 2 bn and payout ratio is 10. 7%. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Rajiv Bajaj For For Rajiv Bajaj is the Managing September (DIN 00018262), as Director of Bajaj Auto and 2019 Director part of the promoter family. His reappointment is in line with statutory requirements. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To appoint Naushad For For Naushad Forbes, 57, is September Forbes (DIN 00630825) currently the Co-Chairperson 2019 as independent director of Forbes Marshall (a leading for a period of five years steam engineering and with effect from 01 April control instrumentation firm). 2019 He is an independent director on the board of other Bajaj companies. His appointment as an independent director for five years till 31 March 2024, meets all the statutory requirements. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To appoint Anami Roy For For Anami Roy, 69, is a retired September (DIN 01361110) as civil servant and has served 2019 independent director for in the Indian Police Service a period of five years with in Maharashtra and the effect from 01 April 2019 Government of India. He is well versed with the workings of the Government. During his 38 years of service, he has held wide variety of assignments both in Maharashtra and the Central Government. His reappointment, till 31 March 2024, is in line with statutory requirements.

74 July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Nanoo For Against Nanoo Pamnani, 74, is September Pamnani (DIN: Former CEO, Citibank India. 2019 00053673) as He has been Independent Independent Director Director on the board for for five years from 1 close to 16 years. We believe April 2019 and approve that the length of tenure his continuation on is inversely proportionate attainment of 75 years to the independence of a of age director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Dipak For Against Dipak Poddar, 75, Former September Poddar (DIN 00001250) Managing Director, Bajaj 2019 an independent director Finance has been on the for a period of three board for 32 years. We years with effect from 01 believe that the length April 2019 and approve of tenure is inversely his continuation on the proportionate to the board following the independence of a director. attainment of 75 years We classify him as Non- of age Independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it should appoint him as a non-independent director. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Ranjan For Against Ranjan Sanghi, 75, Partner September Sanghi (DIN 002758422) & Director, Sah & Sanghi 2019 an independent director has been on the board for a period of five years for 32 years. We believe with effect from 01 April that the length of tenure 2019 and approve his is inversely proportionate continuation on the board to the independence of a following the attainment director. We classify him as of 75 years of age Non-Independent due to his long association with the company. If the company believes that it will benefit from him serving on the board, it should appoint him as a non-independent director. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint D J Balaji For Against DJ Balaji Rao, 79, is September Rao (DIN: 00025254) as Former MD, IDFC Limited. 2019 Independent Director for He has been Independent five years from 1 April Director on the board for 2019 and approve his 10 years. We believe that continuation on the board the length of tenure is following the attainment inversely proportionate of 75 years of age to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director.

75 July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Omkar For For Omkar Goswami, 62, has September Goswami (DIN been on the board for 7 2019 00004258) an years. His reappointment independent director for for a period of five years a period of five years with till 31 March 2024. This effect from 01 April 2019 will result in his cumulative tenure crossing 10 years. After crossing 10 years we will consider him as non- independent. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management To reappoint Ms. Gita For For Ms. Gita Piramal, Vice September Piramal (DIN 01080602) Chairperson Promoter, 2019 an independent director Piramal Group has been on for a period of five years the board for five years. Her with effect from 16 July reappointment is in line with 2019 statutory requirements. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Continuation of Rahul For For Rahul Bajaj, 80, is part September Bajaj (DIN 00014529) of the promoter family 2019 as a director, post and Chairperson. Recent attainment of 75 years changes in SEBI’s LODR of age require directors having attained the age of 75 years to be reapproved by shareholders through a special resolution before 1 April 2019. As Rahul Bajaj is over 75 years, by bringing in this resolution now, we believe the company is in violation of the timelines. We however support his continuing on the board. July 2019 - 25-Jul-2019 BAJAJ FINANCE LTD. AGM Management Issue of non-convertible For For The issuance of debt September debentures through securities on private 2019 private placement placement basis will be within the company’s overall borrowing limit of Rs. 1300 bn. The issuances are unlikely to materially impact the NBFC’s overall credit quality. An NBFC’s capital structure is reined in by RBI’s capital adequacy requirements Bajaj Finance’s outstanding bank loans are rated CRISIL AAA/Stable/ CRISIL A1+. July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Adoption of standalone For For No qualification in auditor's September and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Declare dividend of Rs. For For The total dividend per share September 2.5 per equity share of for FY19 increased to Rs. 2. 2019 face value Rs.5 each 5 per share. The dividend outflow amounts to Rs. 478. 8 mn and payout ratio is 15. 6%. July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint Madhur For For Madhur Bajaj is Vice- September Bajaj (DIN 00014593), as Chairperson Bajaj Auto 2019 Director and part of the promoter family. He has been on the board since July 2010. His reappointment is in line with statutory requirements. July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs. 60,000 payable to proposed to be paid to the 2019 Dhananjay V Joshi & cost auditors is reasonable Associates, Cost auditors compared to the size and for FY20 scale of operations.

76 July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Shareholder To appoint Anami Roy For For Anami Roy, 69, is a retired September (DIN 01361110) as civil servant. He has served 2019 independent director for in the Indian Police Service a period of five years with in Maharashtra and the effect from 01 January Government of India. He 2019 is well versed with the workings of the Government. During his 38 years of service, he has held wide variety of assignments both in Maharashtra and the Central Government. His appointment is in line with statutory requirements. July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Shareholder To appoint Manish For For "Manish Kejriwal, is the September Kejriwal (DIN 00040055) Managing Partner of 2019 as non-executive non- Kedaara Capital, private independent director equity investment fund. He ihas worked for companies such as Temasek Holdings Pte. Ltd, McKinsey and Company, Inc, World Bank in Washington D. C. And Goldman Sachs (Principal Investment/ Corporate Finance) HK. His appointment is in line with statutory requirements. " July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint Nanoo For Against "Nanoo Pamnani is Former September Pamnani (DIN: CEO, Citibank India. He has 2019 00053673) as been Independent Director Independent Director on the board for close for five years from 1 to 11 years. We believe April 2019 and approve that the length of tenure his continuation on is inversely proportionate attainment of 75 years to the independence of of age a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. " July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint DJ Balaji For Against DJ Balaji Rao, 79, is September Rao (DIN 00025254) as Former MD, IDFC Limited. 2019 independent director for He has been Independent a period of five years Director on the board for with effect from 01 11 years. We believe that April 2019 and approve the length of tenure is his continuation on inversely proportionate attainment of 75 years to the independence of a of age director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To reappoint Ms. Gita For For Ms. Gita Piramal, Vice September Piramal (DIN 01080602) Chairperson Promoter, 2019 as independent director Piramal Group has been for a period of five years on the board for 5 years. with effect from 16 July Her appointment, till 15 July 2019 2024, is in line with statutory requirements.

77 July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management Continuation of Rahul For For Rahul Bajaj, 81, is part of September Bajaj (DIN 00014529) the promoter family and 2019 directorship, post Chairperson (Emeritus) with attainment of 75 years of effect from 17 May 2019. He age from 01 April 2019 to was Chairperson of the board 16 May 2019 for 12 years. Recent changes in SEBI’s LODR require directors having attained the age of 75 years to be reapproved by shareholders through a special resolution before 1 April 2019. Rahul Bajaj is over 75 years, by bringing in this resolution now, we believe the company is in violation of the timelines. We, however, support his continuation for the period 01 April 2019 till 16 May 2019. July 2019 - 25-Jul-2019 BAJAJ FINSERV LTD. AGM Management To approve remuneration For For During FY19, basis September payable to Sanjiv remuneration structure 2019 Bajaj (DIN 00014615), approved in the 2017 AGM, Managing Director & amount paid to Sanjiv Bajaj CEO until 31 March 2022 was Rs. 79. 0 mn, 44. 6x the median remuneration to employees. His proposed remuneration payable for the remaining period of his tenure until 31 March 2022 may exceed 5% of net profits, subject to the limit on commission. For FY20, remuneration is estimated at Rs. 113. 7 mn. He also receives remuneration from the holding company, Bajaj Holdings and Investments (Rs. 191. 4 mn in FY19 as its Managing Director). While we generally do not encourage this as a practice, we note that there exists strong business linkages between the two entities and total remuneration is in line with the size of business. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Adoption of standalone For For The financial statements September and consolidated do not contain any adverse 2019 financial statements for qualifications by the auditors. the year ended 31 March 2019 July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Declare final dividend of For For The total dividend outflow September Rs. 60.0 per equity share (including dividend tax for 2019 (face value Rs. 10.0) FY19) is Rs. 20. 9 bn, while for FY19 the dividend payout ratio is 44. 7%. The company can increase its dividend payout. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint Sanjiv Bajaj For For Sanjiv Bajaj is part of September (DIN: 00014615) as a the promoter family and 2019 Non-Executive Non- Managing Director, Bajaj Independent Director Finserv Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint Pradeep For For Pradeep Shrivastava September Shrivastava (DIN: is Executive Director, 2019 07464437) as a Bajaj Auto Limited. He Non-Executive Non- retires by rotation and his Independent Director reappointment is in line with statutory requirements. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Rakesh Sharma For For Rakesh Sharma is the September (DIN: 08262670) as Chief Commercial Officer, 2019 Director Bajaj Auto Limited. His appointment is in line with statutory requirements.

78 July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Rakesh Sharma For For Rakesh Sharma’s FY20 September as Executive Director remuneration of Rs. 54. 8 2019 for five years from 1 mn, excluding stock options, January 2019 and fix his is commensurate with the remuneration size and complexity of the business and is comparable to peers. The company must provide details on the maximum stock options and performance bonus that can be paid to him, to provide greater clarity on the overall remuneration structure. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Ms. Lila For For Ms. Lila Poonawalla is September Poonawalla (DIN: Former Chairperson and 2019 00074392) as MD, Tetra Pak India Limited. Independent Director Recent changes in SEBI’s for five years from 1 LODR require directors April 2019 and approve attaining the age of 75 her continuation after years to be approved by attaining age of 75 years shareholders through a special resolution. She will be 75 years old in September 2019. Her appointment is in line with statutory requirements. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Appoint Pradip Shah For For Pradip Shah is Former MD, September (DIN: 00066242) as CRISIL. His appointment as 2019 Independent Director for Independent Director for five five years from 1 April years is in line with statutory 2019 requirements. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint Nanoo For Against Nanoo Pamnani is Former September Pamnani (DIN: CEO, Citibank India. He has 2019 00053673) as been Independent Director Independent Director on the board for close for five years from 1 to 16 years. We believe April 2019 and ratify that the length of tenure his continuation on is inversely proportionate attainment of 75 years to the independence of a of age director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Reappoint D J Balaji For Against DJ Balaji Rao is Former September Rao (DIN: 00025254) as MD, IDFC Limited. He 2019 Independent Director for has been Independent five years from 1 April Director on the board for 2019 and approve his over 20 years. We believe continuation on the board that the length of tenure following the attainment is inversely proportionate of 75 years of age to the independence of a director. We classify him as non-independent due to his long association (>10 years) with the company. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 26-Jul-2019 BAJAJ AUTO LTD. AGM Management Maintain board size at For For The company can currently September eighteen members appoint upto 18 board 2019 members and wishes to ratify the current board size for regulatory reasons. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Adoption of standalone For For Financial analysis of September and consolidated consolidated statements 2019 financial statements for helpful. the year ended 31 March 2019

79 July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Declare a final dividend For For Havells India Limited September of Rs 4.5 per share of (Havells) proposes to pay a 2019 face value Re 1.0 each final dividend of Rs 4. 5 per share of face value Re. 1. 0 for the year ended 31 March 2019. The total dividend payout (including dividend distribution tax) for FY19 aggregates to Rs 3. 4 bn. The dividend payout ratio for FY19 is 42. 8%. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Anil Rai Gupta For For Anil Gupta is part of the September (DIN: 00011892) as promoter group and is the 2019 Director, eligible to retire Chairperson and MD. He is by rotation eligible to retire by rotation, and his reappointment is in line with the statutory requirements. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Rajesh Kumar For For Rajesh Gupta is a Chartered September Gupta (DIN: 00002842) Accountant and the CFO of 2019 as Director, eligible to the company. He is eligible retire by rotation to retire by rotation, and his reappointment is in line with the statutory requirements. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Ratify remuneration of For For The proposed remuneration September Rs. 900,000 (plus service is comparable to the size and 2019 tax and out of pocket complexity of the business. expenses) for Sanjay Gupta & Associates, as cost auditors for the financial year ending 31 March 2020 July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Anil Rai For Against Anil Rai Gupta was paid a September Gupta (DIN:00011892) remuneration of Rs. 201. 2019 as Chairperson, MD and 9 mn in FY19 which is CEO for a period of five 290x the median employee years w.e.f. 1 April 2019 salary. His estimated FY20 till 31 March 2024 and fix remuneration of Rs. 263. 9 his remuneration mn is significantly higher than peers. While we support Anil Rai Gupta’s reappointment as Chairperson, MD & CEO, over the last five years his remuneration has outpaced the company’s financial performance. Further, the company must place an absolute cap on the commission payable to him each year. From 1 April 2020, the company will be required to separate the roles of the Chairperson and the Managing Director, and the Chairperson will have to be a non-executive director. The company must articulate its plan to meet this regulatory requirement. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Ameet Kumar For Against Ameet Kumar Gupta was September Gupta (DIN:00002838) paid a remuneration of Rs. 2019 as a wholetime director 80. 7 mn in FY19 which is for a period of five years 116x the median employee w.e.f. 1 January 2020 till salary. While we support 31 December 2024 and Ameet Kumar Gupta’s fix his remuneration reappointment as wholetime director, his estimated FY20 remuneration of Rs. 99. 3 mn is significantly higher than peers. Further, the company must place an absolute cap on the commission payable to him each year.

80 July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Reappoint Rajesh Kumar For Against Rajesh Kumar Gupta was September Gupta (DIN:00002842) paid a remuneration of Rs. 2019 as a wholetime director 163. 1 mn in FY19 (including and CFO for a period of stock options) which is five years w.e.f. 1 April 155x the median employee 2020 till 31 March 2025 salary. His estimated FY21 and fix his remuneration remuneration of Rs. 164. 3 mn (not including stock options) is significantly higher than peers. While we support Rajesh Kumar Gupta’s reappointment as wholetime director and CFO, over the last four years, his remuneration has outpaced the company’s financial performance. Further, the company must place an absolute cap on the commission payable to him each year and disclose the likely quantum of stock options which will be issued. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Appoint Siddhartha For For Siddhartha Pandit is the September Pandit (DIN: 03562264) former VP (Legal) of Indus 2019 as a Director, liable to Towers. His appointment as retire by rotation Director, liable to retire by rotation, is in line with the statutory requirements. July 2019 - 27-Jul-2019 HAVELLS INDIA LTD. AGM Management Appoint Siddhartha For For Siddhartha Pandit’s September Pandit (DIN: 03562264) estimated FY20 2019 as a wholetime director remuneration of Rs. 13. 8 for a period of three mn is commensurate with the years w.e.f. 29 May 2019 size of the company and in till 28 May 2022 and fix line with that of remuneration his remuneration paid to peers. However, we expect companies to disclose the likely quantum of stock options which will be issued. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Adoption of financial For For There are no adverse September LTD. statements for the year qualification offered by the 2019 ended 31 March 2019 auditors. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Ratify interim dividend of For For The total dividend for FY19 September LTD. Rs. 55.0 and declare final is Rs. 87. 0 per share, while 2019 dividend of Rs. 32.0 per it was Rs. 95. 0 in FY18. equity share (face value The total dividend outflow Rs. 2.0) for FY19 (including dividend tax for FY19) is Rs. 20. 9 bn, while the dividend payout ratio is 61. 8%. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Vikram For For Vikram Sitaram Kasbekar September LTD. Sitaram Kasbekar (DIN: is the Executive Director – 2019 00985182) as Director, Operations (Plants). He is eligible to retire by eligible to retire by rotation rotation and his reappointment is in line with statutory requirements. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Approve remuneration For For The total remuneration September LTD. of Rs. 0.83 mn for proposed is reasonable 2019 Ramanath Iyer & Co. as compared to the size and cost auditors for FY20 scale of the company’s operations. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Appoint Jagmohan Singh For For Jagmohan Singh Raju is September LTD. Raju (DIN: 08273039) the Vice Dean of Executive 2019 as Independent Director Education, Wharton School, for a period of five years University of Pennsylvania. w.e.f. 15 November 2018 His appointment as an Independent Director for a period of five years w. E. F 15 November 2018 is in line with statutory requirements.

81 July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Meleveetil For Against Meleveetil Damodaran is September LTD. Damodaran (DIN: the former Chairperson of 2019 02106990) as SEBI. He was appointed to Independent Director the board on the board since from 29 July 2019 till 3 16 June 2008. We consider May 2022 him to be non-independent due to his prolonged association (>10 years) with the company. If the company believes that it will benefit from Meleveetil Damodaran serving on the board, it should reappoint him as a Non-Independent Director. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Pradeep For For Pradeep Dinodia is the senior September LTD. Dinodia (DIN: 00027995) partner of S. R. Dinodia & Co. 2019 as Non-Executive LLP. He was appointed to the Director, eligible to retire board as an independent by rotation w.e.f. 25 April director on 31 March 2019 2001. The company now proposes to reappoint him as Non-Executive director w. E. F. 25 April 2019. His reappointment as a Non- Executive director, eligible to retire by rotation, is in line with statutory requirements. July 2019 - 29-Jul-2019 HERO MOTOCORP AGM Management Reappoint Vikram For For Vikram Kasbekar’s September LTD. Sitaram Kasbekar (DIN: maximum estimated FY20 2019 00985182) as Executive remuneration of Rs. 120. 9 Director – Operations mn excluding stock options is (Plants) for three years higher than peers. Even so, from 8 August 2019 and we expect the company to fix his remuneration remain judicious in deciding the actual remuneration payout, as it has in the past. Vikram Kasbekar’s past remuneration has been commensurate with the size and complexity of the company and comparable to peers. We recognize that he is a professional whose skills carry market value. July 2019 - 29-Jul-2019 ALEMBIC AGM Management Adoption of financial For For No qualification auditor's September PHARMACEUTICALS statements for the year report. 2019 LTD. ended 31 March 2019 July 2019 - 29-Jul-2019 ALEMBIC AGM Management Declare dividend of For For Alembic Pharma proposes September PHARMACEUTICALS Rs.5.50 per equity share to declare a dividend of Rs. 2019 LTD. of Rs.2.0 each 5. 50 per share. In FY19, the total dividend including dividend distribution tax amounts to Rs. 1247. 8 mn. The dividend payout ratio is 20. 4% v/s 21. 5% in FY18. July 2019 - 29-Jul-2019 ALEMBIC AGM Management Reappoint Shaunak Amin For For Shaunak Amin (DIN: September PHARMACEUTICALS as Director liable to retire 00245523), is the Managing 2019 LTD. by rotation Director. His reappointment as an executive director, liable to retire by rotation, is in line with all statutory requirements.

82 July 2019 - 29-Jul-2019 ALEMBIC AGM Management Reappoint K. S. Aiyar & For Against K. S. Aiyar & Co. Was September PHARMACEUTICALS Co. as Statutory auditors appointed as the statutory 2019 LTD. for FY20 and fix their auditor in FY11 (year of remuneration listing). However, K. S. Aiyar & Co. Had been the statutory auditors of Alembic Limited, holding company, for 17 years (until 31 March 2017). We believe the prolonged association with the holding company may impede the objectivity of the audit process. The reappointment of K. S. Aiyar & Co. Is not in line with our Voting Policy on Auditor Rotation. Their FY20 proposed remuneration aggregating Rs. 3 mn is reasonable in the context of Alembic Pharma’s size. July 2019 - 29-Jul-2019 ALEMBIC AGM Management Approve remuneration For For The total remuneration September PHARMACEUTICALS of Rs. 1,75,000 payable proposed to be paid to the 2019 LTD. to Diwanji & Co., as cost cost auditors in FY20 is auditors for FY20 reasonable compared to the size and scale of the company’s operations. July 2019 - 29-Jul-2019 ALEMBIC AGM Management Approve remuneration For Against Recent changes in September PHARMACEUTICALS of Chirayu Amin (DIN: regulations require 2019 LTD. 00242549) as Executive shareholder approval when Chairperson & CEO, for the annual remuneration the remaining tenure of to one promoter executive his appointment director exceeds 2. 5% of net profits and aggregate remuneration to all promoter executive directors exceeds 5% of the net profits of the company. In FY19, Chirayu Amin was paid a remuneration of Rs. 255. 0 mn. His estimated FY20 remuneration of ~Rs. 288. 0 mn is higher than industry peers. Additionally, his pay for FY19 was 709x the median employee remuneration. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. Further, FY19 family remuneration of Rs. 604 mn, which aggregated about 8% of PBT, and is high for the business.

83 July 2019 - 29-Jul-2019 ALEMBIC AGM Management Approve remuneration For Against Recent changes in September PHARMACEUTICALS of Pranav Amin (DIN regulations require 2019 LTD. 00245099) as Managing shareholder approval when Director, for the the annual remuneration remaining tenure of his to one promoter executive appointment director exceeds 2. 5% of net profits and aggregate remuneration to all promoter executive directors exceeds 5% of the net profits of the company. In FY19, Pranav Amin was paid a remuneration of Rs. 174. 5 mn. His estimated FY20 remuneration of ~Rs. 252. 0 mn is high as compared to industry peers. Additionally, his pay for FY19 was 485x the median employee remuneration. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. Further, FY19 family remuneration of Rs. 604 mn, which aggregated about 8% of PBT, and is high for the business. July 2019 - 29-Jul-2019 ALEMBIC AGM Management Approve remuneration For Against Recent changes in September PHARMACEUTICALS of Shaunak Amin (DIN regulations require 2019 LTD. 00245523) as Managing shareholder approval when Director, for the the annual remuneration remaining tenure of his to one promoter executive appointment director exceeds 2. 5% of net profits and aggregate remuneration to all promoter executive directors exceeds 5% of the net profits of the company. In FY19, Shaunak Amin was paid a remuneration of Rs. 174. 5 mn. His estimated FY20 remuneration of ~Rs. 252. 0 mn is high as compared to industry peers. Additionally, his pay for FY19 was 485x the median employee remuneration. The commission component of the remuneration is open-ended - we expect the company to cap the absolute amount of commission payable. Further, FY19 family remuneration of Rs. 604 mn, which aggregated about 8% of PBT, and is high for the business. July 2019 - 29-Jul-2019 ALEMBIC AGM Management Reappoint Dr. Archana For For Dr. Archana Hingorani (DIN: September PHARMACEUTICALS Hingorani as an 00028037) is the Managing 2019 LTD. Independent Director Partner at Siana Capital. for a period of five years She was appointed as an w.e.f. 4 February 2020 Independent Director on 4 February 2015. She attended five out of six meetings in FY19. Her reappointment is in line with statutory requirements. July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Adoption of standalone For For No qualification in the September LABORATORIES LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019

84 July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Declare dividend of For For Dr. Reddy’s proposes to September LABORATORIES LTD. Rs.20 per equity share of declare a dividend of Rs. 20. 2019 Rs.5 each 0 per share. In FY19, the total dividend including dividend distribution tax amounts to Rs. 4. 0 bn. The dividend payout ratio is 31. 3% v/s 70. 5% in FY18. July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Reappoint G V Prasad For For G V Prasad is the promoter September LABORATORIES LTD. (DIN: 00057433) as Co-Chairperson, Managing 2019 Director liable to retire by Director and CEO. He rotation retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Reappoint Sridar Iyengar For For Sridar Iyengar is the former September LABORATORIES LTD. (DIN: 00278512) as an CEO of KPMG India. He 2019 Independent Director for has been on the board a period of four years since 22 August 2011. His until 30 July 2023 reappointment is in line with regulatory requirements. We will classify him as non- independent once he crosses a tenure of 10 years on the board. July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Reappoint Ms. For Against Ms. Kalpana Morparia September LABORATORIES LTD. Kalpana Morparia is the Chairperson of 2019 (DIN: 00046081) as an J P Morgan South and Independent Director for Southeast Asia. She has a period of five years until been on the board since 30 July 2024 5 June 2007. We believe that the length of tenure is inversely proportionate to the independence of a director. We classify her as non-independent due to her long association (>10 years) with the company. If the company believes that it will benefit from her serving on the board, it must consider her re-appointment as a non- independent director. July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Appoint Leo Puri (DIN: For For Leo Puri is the former MD of September LABORATORIES LTD. 01764813) as an UTI Asset Management. His 2019 Independent Director appointment is in line with from 25 October 2018 to regulatory requirements. 24 October 2023 July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Appoint Shikha Sharma For For Shikha Sharma is the former September LABORATORIES LTD. (DIN: 00043265) as an MD & CEO of Axis Bank. Her 2019 Independent Director appointment is in line with from 31 January 2019 to regulatory requirements. 30 January 2024 July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Appoint Allan Oberman For For Allan Oberman is the September LABORATORIES LTD. (DIN: 08393837) as an former CEO of Concordia 2019 Independent Director International Corp. His from 26 March 2019 to appointment is in line with 25 March 2024 regulatory requirements. July 2019 - 30-Jul-2019 DR. REDDY'S AGM Management Approve remuneration of For For The remuneration to be September LABORATORIES LTD. Rs. 700,000 to be paid to paid to the cost auditor is 2019 Sagar & Associates, cost reasonable compared to the auditor for FY20 size and scale of operations. July 2019 - 30-Jul-2019 RITES LTD. AGM Management Adoption of standalone For For Financial statement analysis September and consolidated is helpful. 2019 financial statements for the year ended 31 March 2019 July 2019 - 30-Jul-2019 RITES LTD. AGM Management To confirm two interim For For The total dividend outflow September dividends aggregating including dividend tax is Rs. 2019 to Rs. 8.75 per equity 3. 1 bn. The dividend pay-out share and to declare final ratio is 62. 6%. dividend of Rs. 4.0 per equity share of face value Rs. 10.0 each

85 July 2019 - 30-Jul-2019 RITES LTD. AGM Management Reappoint Mukesh For For Mukesh Rathore, 59, was September Rathore (DIN: 07669150) originally appointed on 2019 as Director the board on 1 December 2016. He has attended 10 out of 11 i. E. 91% of the meetings held in FY19. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 30-Jul-2019 RITES LTD. AGM Management Reappoint Amar Prakash For For Amar Prakash Dwivedi, September Dwivedi (DIN: 07122333) 55, is a Nominee 2019 as Director Director appointed by the Government of India. He was originally appointed on the board on 13 March 2015. He has attended 10 out of 11 i. E. 91% of the meetings held in FY19. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 30-Jul-2019 RITES LTD. AGM Management To take note of and For For The statutory auditors of September authorize the board to the company, J C Bhalla & 2019 fix the remuneration of Co, have been appointed statutory auditors and by the Comptroller and branch auditors for Auditor General of India FY20, appointed by the (C&AG). The (C&AG) has Comptroller and Auditor also appointed branch General of India (CAG) auditors. The remuneration of Statutory auditors and Branch auditors will be fixed by the board of directors. In FY19, the auditors were paid a remuneration of Rs. 2. 6 mn. We expect the board to remain judicious in deciding auditor remuneration. July 2019 - 30-Jul-2019 RITES LTD. AGM Management Appoint Gopi For For Gopi Sureshkumar September Sureshkumar Varadarajan, 56, is the 2019 Varadarajan (DIN: director of projects at 08241385) as Whole- RITES. He was appointed time Director as Additional Director of the company on 27 September 2018. He has attended all the meetings (5 out of 5 meetings) held during his tenure. He is proposed to be appointed as Whole-time Director of the company, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 30-Jul-2019 RITES LTD. AGM Management Appoint Alok Kumar For For Alok Kumar Tiwari, 58, was September Tewari (DIN: 06694407) appointed as Additional 2019 as Part-time Government Director of the company on Nominee Director 30 May 2019. He is proposed to be appointed as Part- time Government Nominee Director of the company, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 30-Jul-2019 RITES LTD. AGM Management Approve issue of bonus For For To issue the bonus shares, September shares in the ratio of one the board has recommended 2019 bonus share for every capitalization of reserves. four-shares held (ratio The bonus issue is being of 1:4) made with a view to increase the liquidity of equity shares in the secondary market with a view to expand the retail shareholder base. July 2019 - 30-Jul-2019 TCI EXPRESS LTD AGM Management Adoption of financial For For Financial statement analysis September statements for the year is always helpful. 2019 ended 31 March 2019

86 July 2019 - 30-Jul-2019 TCI EXPRESS LTD AGM Management To declare a final For For During the year, the company September dividend of Rs. 0.6 per declared two interim 2019 equity share of face value dividends of Rs. 1. 2 each. Rs. 2.0 each With the final dividend, the total dividend per share for the year amounts to Rs. 3 per share (Rs. 2. 5 in FY18). The aggregate dividend outflow including dividend tax for FY19 is Rs. 0. 1 bn. The dividend payout ratio is 19. 0%. July 2019 - 30-Jul-2019 TCI EXPRESS LTD AGM Management Reappoint D.P Agarwal For For D. P. Agarwal, 68, is one September (DIN: 00084105) as of the promoters of the 2019 Director company and the non- executive Chairperson of the board. He was appointed on the board on 7 October 2015. He retires by rotation and his reappointment is in line with the statutory requirements. He has attended all the meetings held in FY19. July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Adoption of standalone For For No qualification in the September INDUSTRIES LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Declare Dividend of Rs. For For For FY19, FOIL has proposed September INDUSTRIES LTD. 7.0 per equity share of a final dividend of Rs. 7 per 2019 face value Rs.5 each equity share of face value Rs. for FY19 5 each. The total dividend outflow including dividend tax for 2019 is Rs. 258. 3 mn. The dividend payout ratio for 2019 is 20. 0% versus 25. 5% in the prior year. July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Reappoint Jayen Shah For For Jayen Shah, promoter and September INDUSTRIES LTD. (DIN: 00106919), as CEO, has been with the 2019 Director company since inception and on the board since May 2002. His appointment is in line with statutory requirements. July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Ratify remuneration of For For "The total remuneration September INDUSTRIES LTD. Rs.300,000 payable to Y. proposed to be paid 2019 R. Doshi & Associates, to the cost auditors is cost auditors for FY20 reasonable compared to the size and scale of operations. "

87 July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Prakash Kamat, 74, is the September INDUSTRIES LTD. of Prakash Kamat (DIN Chairperson of Fine Organic 2019 00107015), Chairperson Industries Limited. He has and Whole Time Director, been with the company for effective 01 April 2019 up 17 years. For FY19, the till 05 November 2022, remuneration paid to him end of his tenure amounted to Rs. 22. 8 mn and the median to employee ratio was 52. 6x. His proposed remuneration as per revised structure is estimated at Rs. 30. 4 mn to Rs. 40. 0 mn. Though the promoter group remuneration at Rs. 152. 0 mn – Rs. 200. 0 mn is high on an aggregate basis (7%- 9% of PAT), at an individual level the remuneration is in line with his experience, with peers and the size and scale of the business. We note that there is lack clarity on how variable pay will determined and the amount. As a good practice companies must clearly disclose the basis for variable pay and also put an absolute cap on variable pay. July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Mukesh Shah, 63, is the September INDUSTRIES LTD. of Mukesh Shah (DIN Managing Director of Fine 2019 00106799), Managing Organic Industries Limited. Director, effective 01 April He has been with the 2019 up till 05 November company for 17 years. For 2022, end of his tenure FY19, the remuneration paid to him amounted to Rs. 22. 8 mn and the median to employee ratio was 52. 6x. His proposed remuneration as per revised structure is estimated at Rs. 30. 4 mn to Rs. 40. 0 mn. Though the promoter group remuneration at Rs. 152. 0 mn – Rs. 200. 0 mn is high on an aggregate basis (7%-9% of PAT), at an individual level the remuneration is in line with his experience, with peers and the size and scale of the business. We note that there is lack clarity on how variable pay will determined and the amount. As a good practice companies must clearly disclose the basis for variable pay and also put an absolute cap on variable pay.

88 July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Jayen Shah, 55, is the CEO September INDUSTRIES LTD. of Jayen Shah (DIN of Fine Organic Industries 2019 00106919), Whole-Time Limited. He has been with Director and CEO, the company for 17 years. effective 01 April 2019 up For FY19, the remuneration till 05 November 2022, paid to him amounted to Rs. end of his tenure 22. 8 mn and the median to employee ratio was 52. 6x. His proposed remuneration as per revised structure is estimated at Rs. 30. 4 mn to Rs. 40. 0 mn. Though the promoter group remuneration at Rs. 152. 0 mn – Rs. 200. 0 mn is high on an aggregate basis (7%-9% of PAT), at an individual level the remuneration is in line with his experience, with peers and the size and scale of the business. We note that there is lack clarity on how variable pay will determined and the amount. As a good practice companies must clearly disclose the basis for variable pay and also put an absolute cap on variable pay. July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Tushar Shah, 50, is the CFO September INDUSTRIES LTD. of Tushar Shah (DIN of Fine Organic Industries 2019 00107144), Whole-Time Limited. He has been with Director and CFO, the company for 17 years. effective 01 April 2019 up For FY19, the remuneration till 05 November 2022, paid to him amounted to Rs. end of his tenure 22. 8 mn and the median to employee ratio was 52. 6x. His proposed remuneration as per revised structure is estimated at Rs. 30. 4 mn to Rs. 40. 0 mn. Though the promoter group remuneration at Rs. 152. 0 mn – Rs. 200. 0 mn is high on an aggregate basis (7%-9% of PAT), at an individual level the remuneration is in line with his experience, with peers and the size and scale of the business. We note that there is lack clarity on how variable pay will determined and the amount. As a good practice companies must clearly disclose the basis for variable pay and also put an absolute cap on variable pay.

89 July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Revision in remuneration For For Bimal Shah, 38 is a Whole- September INDUSTRIES LTD. of Bimal Shah (DIN Time Director of Fine 2019 03424880), Whole-Time Organic Industries Limited. Director, effective 01 April He has been on the board 2019 up till 05 November for 8 years. For FY19, the 2022, end of his tenure remuneration paid to him amounted to Rs. 22. 8 mn and the median to employee ratio was 52. 6x. His proposed remuneration as per revised structure is estimated at Rs. 30. 4 mn to Rs. 40. 0 mn. Though the promoter group remuneration at Rs. 152. 0 mn – Rs. 200. 0 mn is high on an aggregate basis (7%- 9% of PAT), at an individual level the remuneration is in line with his experience, with peers and the size and scale of the business. We note that there is lack clarity on how variable pay will determined and the amount. As a good practice companies must clearly disclose the basis for variable pay and also put an absolute cap on variable pay. July 2019 - 30-Jul-2019 FINE ORGANIC AGM Management Approve continuation For For Ms. Pratima Umarji, 74 September INDUSTRIES LTD. of Ms. Pratima Umarji was the Former Principal 2019 (DIN 05294496) as Secretary Law and Judicial Independent Director Dept of Govt of Maharashtra. post attainment of 75 She has been on the board years of age till the end as independent director of her next tenure since November 2017. Recent changes in SEBI’s LODR require directors having attained the age of 75 years to be reapproved by shareholders through a special resolution before 1 April 2019. In line with this regulatory change, Ms. Pratima Amarjit’s continuation on the board requires shareholder approval: she is 74 years old. Her continuation is in line with statutory requirements.

90 July 2019 - 30-Jul-2019 TATA MOTORS LTD NCM Management To sell the Defense For For Tata Motors proposes September - DVR Undertaking of Tata to sell the Value Added 2019 Motors to Tata Advanced Segment (VAS) of existing Systems Ltd. (TASL) on business and Specialized a slump sale basis for an Defense Projects (SDP) enterprise value (EV) of which comprises of IPR for Rs. 2.1 bn identified set of projects to TASL on a slump sale basis for a total consideration of Rs. 2. 1 bn. The proposed transaction is aligned with the overall strategy of Tata Motors to divest its non- core investments. The VAS business of the defense undertaking is a small and non-profitable business. The specialized defense projects are yet to commence and there is limited visibility in terms of revenue and profits. Therefore, transfer of defense undertaking to TASL will not have a material impact on Tata Motor’s business. While we support the company in valuing the defense undertaking at net asset value, we have placed a valuation flag, as the fair value of defense undertaking cannot be ascertained. July 2019 - 30-Jul-2019 TATA MOTORS LTD. NCM Management To sell the Defense For For Tata Motors proposes September Undertaking of Tata to sell the Value Added 2019 Motors to Tata Advanced Segment (VAS) of existing Systems Ltd. (TASL) on business and Specialized a slump sale basis for an Defense Projects (SDP) enterprise value (EV) of which comprises of IPR for Rs. 2.1 bn identified set of projects to TASL on a slump sale basis for a total consideration of Rs. 2. 1 bn. The proposed transaction is aligned with the overall strategy of Tata Motors to divest its non- core investments. The VAS business of the defense undertaking is a small and non-profitable business. The specialized defense projects are yet to commence and there is limited visibility in terms of revenue and profits. Therefore, transfer of defense undertaking to TASL will not have a material impact on Tata Motor’s business. While we support the company in valuing the defense undertaking at net asset value, we have placed a valuation flag, as the fair value of defense undertaking cannot be ascertained. July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Adoption of audited For For The financial statement do September LTD. financial statements for not contain any adverse 2019 the year ended 31 March qualification by the auditors. 2019

91 July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Declare final dividend For For Swaraj Engines proposes a September LTD. and special dividend final dividend of Rs. 50 per 2019 aggregating Rs. 50 per equity share of face value share of FV Rs.10 Rs. 10 for FYE March 2019. This includes a special dividend of Rs. 25 per equity share. The total dividend outflow including dividend tax for FY18 is Rs. 0. 7 bn. The dividend payout ratio is 88. 6%. July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint S. For For S Durgashankar is President, September LTD. Durgashankar Group Merger & Acquisitions 2019 (DIN: 00044713) as of Mahindra & Mahindra Ltd. Non-Executive Non- He retires by rotation and his Independent Director reappointment is in line with statutory requirements. July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Dr. Pawan For For Dr. Pawan Goenka is September LTD. Goenka (DIN: 00254502), Managing Director of 2019 as Non-Executive Non- Mahindra & Mahindra Ltd. Independent Director He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Approve remuneration of For For The total remuneration September LTD. Rs. 120,000 for V. Kumar proposed is reasonable 2019 & Associates as cost compared to the size and auditors for the financial scale of the company’s year ending 31 March operations. 2020 July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Sudhir For For Sudhir Mankad is a retired September LTD. Mankad (DIN: 00086077) Civil Servant who has held 2019 as Independent Director various positions with the for three years from 31 GoI and Govt. Of Gujarat. He July 2019 was appointed to the board of Swaraj Engines on 31 July 2012. His reappointment as Independent Director for three years till 30 July 2022 is in line with all statutory requirements. July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Dileep C. For For Dilip Choksi is promoter, C. September LTD. Choksi (DIN: 00016322) C. Choksi Advisors Pvt. Ltd. 2019 as Independent Director He was appointed to the for five years from 31 board of Swaraj Engines as July 2019 additional director on 18 June 2014. His reappointment as Independent Director for four years till 30 July 2024 is in line with all statutory requirements. July 2019 - 30-Jul-2019 SWARAJ ENGINES AGM Management Reappoint Ms. Neera For For Ms. Neera Saggi is a September LTD. Saggi (DIN: 00501029) retired IAS Officer, who 2019 as Independent Director was Secretary to the for four years from 1 Governor of West Bengal. October 2019 She was appointed to the board of Swaraj Engines as on 1 October 2014. Her reappointment as Independent Director for five years till 30 September 2024 is in line with all statutory requirements. July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Adoption of standalone For For The auditor has not offered September - DVR financial statements for an qualifications for the 2019 the year ended 31 March financial statement of the 2019 company. July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Adoption of consolidated For For The auditor has not offered September - DVR financial statements for an qualifications for the 2019 the year ended 31 March financial statement of the 2019 company.

92 July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Reappoint N For For N Chandrasekaran, 56, is September - DVR Chandrasekaran the Chairperson of Tata 2019 (DIN: 00121863) as Sons. His reappointment Non-Executive Non- is in line with the statutory Independent Chairperson requirements. July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Appoint Ms. Vedika For For Ms. Vedika Bhandarkar, 51, September - DVR Bhandarkar (DIN: holds more than 25 years of 2019 00033808) as experience, building teams Independent Director for and businesses with Indian a term of five years, from and international financial 26 June 2019 institutions. She is the former VC & MD of Credit Suisse Securities Pvt Ltd. Her appointment is in line with the statutory requirements. July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Approve payment of For For As the standalone business September - DVR commission to non- turned profitable this year, 2019 executive directors not Tata Motors Limited paid a exceeding 1% of net total of Rs. 39. 5 mn (0. 1% profits from 1 April 2019 of PBT) as commission to its non-executive directors in FY19. As profits grow, we expect the company to be judicious in paying commission to its non- executive directors. Even so, the company must consider setting a cap in absolute terms on the commission payable. We do not favour resolutions seeking omnibus approvals – we expect the company to approach shareholders on a periodic basis to approve commission payable to non-executive directors. July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Authorize the board to For For The company seeks September - DVR appoint branch auditors shareholder permission 2019 to authorize the board to appoint branch auditors and fix their remuneration for its branches outside India. July 2019 - 30-Jul-2019 TATA MOTORS LTD AGM Management Ratify remuneration of For For The total remuneration September - DVR Rs. 0.5 mn for Mani & proposed is reasonable 2019 Co. as cost auditors for compared to the size and FY20 scale of the company’s operations. July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Adoption of standalone For For The auditor has not offered September financial statements for any adverse qualifications for 2019 the year ended 31 March the financial statements. 2019 July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Adoption of consolidated For For The auditor has not offered September financial statements for any adverse qualifications for 2019 the year ended 31 March the financial statements. 2019 July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Reappoint N For For N Chandrasekaran, 56, is September Chandrasekaran the Chairperson of Tata 2019 (DIN: 00121863) as Sons. His reappointment Non-Executive Non- is in line with the statutory Independent Chairperson requirements. July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Appoint Ms. Vedika For For Ms. Vedika Bhandarkar, 51, September Bhandarkar (DIN: holds more than 25 years of 2019 00033808) as experience, building teams Independent Director for and businesses with Indian a term of five years, from and international financial 26 June 2019 institutions. She is the former VC & MD of Credit Suisse Securities Pvt Ltd. Her appointment is in line with the statutory requirements.

93 July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Approve payment of For For As the standalone business September commission to non- turned profitable this year, 2019 executive directors not Tata Motors Limited paid a exceeding 1% of net total of Rs. 39. 5 mn (0. 1% profits from 1 April 2019 of PBT) as commission to its non-executive directors in FY19. As profits grow, we expect the company to be judicious in paying commission to its non- executive directors. Even so, the company must consider setting a cap in absolute terms on the commission payable. We do not favour resolutions seeking omnibus approvals – we expect the company to approach shareholders on a periodic basis to approve commission payable to non-executive directors. July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Authorize the board to For For The company seeks September appoint branch auditors shareholder permission 2019 to authorize the board to appoint branch auditors and fix their remuneration for its branches outside India. July 2019 - 30-Jul-2019 TATA MOTORS LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs. 0.5 mn for Mani & proposed is reasonable 2019 Co. as cost auditors for compared to the size and FY20 scale of the company’s operations. July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Adoption of standalone For For No qualifications from September INVESTMENT & and consolidated auditors. 2019 FINANCE CO. LTD. financial statements for the year ended 31 March 2019 July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Confirm interim dividend For For The total dividend per share September INVESTMENT & of Rs. 4.5 per equity on share of Rs. 10 face value 2019 FINANCE CO. LTD. share and approve , inclusive of interim dividend final dividend of Rs. 2 of Rs. 4. 5 per share for FY19 per share of face value is Rs. 6. 5 per share. The Rs. 10 dividend outflow amounts to Rs. 1. 2 bn and payout ratio is 10. 3%. However, upon sub- division of equity shares into 5 equity shares of face value of Rs. 2 each, the proposed final dividend would be paid proportionately at the rate of Rs. 0. 40 per share equity shares of Rs. 2 each. July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To reappoint Arun For For Arun Alagappan, 42, is a September INVESTMENT & Alagappan (DIN promoter and member of the 2019 FINANCE CO. LTD. 00291361), as Director Murguappa family. He joined the board of CIFL as an Executive Director in August, 2017. His reappointment is in line with statutory requirements. July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To appoint N. Ramesh For For N. Ramesh Rajan, 61 is September INVESTMENT & Rajan (DIN 01628318) as a Chartered Accountant 2019 FINANCE CO. LTD. independent director for and the founder and senior a period of five years with partner of LeapRidge effect from 30 October Advisors LLP. A former 2018 Senior Partner of PWC India, he has experience in the field of finance, strategy and operations. His appointment is in line with statutory requirements.

94 July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To appoint Rohan Verma For For Rohan Verma, 33, is the September INVESTMENT & (DIN 01797489) as Founder and Chairperson of 2019 FINANCE CO. LTD. independent director for Infidreams Industries Private a period of five years Limited. He has 12 years of with effect from 25 March experience in Information 2019 Technology and business operations and is the also the creator of mapmyindia. Com, an interactive mapping portal. His appointment is in line with statutory requirements. July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management To approve payment For For The company had obtained September INVESTMENT & of commission not shareholders’ approval in July 2019 FINANCE CO. LTD. exceeding 1% of the net 2014 for paying commission, profits, to directors, for not exceeding 1%, to non- five years commencing executive directors for a from FY20 period of five years. The company proposes to pay such commission to its non- executive directors for a further period of five years. In FY19, the non-executive directors were paid a total commission of Rs. 3. 7 mn, which is reasonable and represents ~0. 2% of FY19 PBT. Given the gap between the approval being sought and the amount paid, the company must consider setting a cap in absolute terms on the commission payable. July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Approve increase in For For Debt levels in an NBFC September INVESTMENT & borrowing limit from Rs. are typically reined in by 2019 FINANCE CO. LTD. 600 bn to Rs. 750 bn the regulatory requirement and creation of charges/ of maintaining a slated mortgages on the assets minimum capital adequacy of the company ratio. The capital adequacy ratio of the company as on 31 March 2019 is 17. 4% against a minimum 15% as required by regulatory norms. With regard to the creation of charges, secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. CIFL debt programmes carry outstanding ratings of ICRA AA+/Stable /ICRA A1+. July 2019 - 30-Jul-2019 CHOLAMANDALAM AGM Management Issuance of non- For For The issuance of debt September INVESTMENT & convertible debentures securities on private 2019 FINANCE CO. LTD. (NCDs) on a private placement basis will be within placement basis upto Rs. the company’s proposed 260.0 bn borrowing limit of Rs. 750 bn. July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Adoption of standalone For For Financial statements September UNIVERSAL LTD. financial statements for analysis is helpful. 2019 the year ended 31 March 2019 July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Adoption of consolidated For For Financial statements September UNIVERSAL LTD. financial statements for analysis is helpful. 2019 the year ended 31 March 2019 July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Ratify interim dividend For For The total dividend outflow September UNIVERSAL LTD. of Rs. 1.5 per equity including dividend tax for 2019 share and declare final FY19 is Rs. 626. 1 mn. The dividend of Rs. 1.25 per dividend payout ratio is 37. equity share (face value 7%. Re. 1.0)

95 July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Reappoint M M For For M M Murugappan, is part September UNIVERSAL LTD. Murugappan (DIN: of the promoter group and 2019 00170478) as Chairperson, Carborundum Non-Executive Non- Universal Limited. He Independent Director retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Reappoint Aroon Raman For For Aroon Raman is MD, Telos September UNIVERSAL LTD. (DIN: 00201205) as Investments & Technologies 2019 Independent Director for Private Limited. He has been five years from 1 August on the board for close to six 2019 years. His reappointment is in line with statutory requirements. We will classify him as Non-Independent once his overall tenure on the board exceeds ten years and will assess board composition accordingly. July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Reappoint Sanjay For Against Sanjay Jayavarthanavelu September UNIVERSAL LTD. Jayavarthanavelu is MD, Lakshmi Machine 2019 (DIN: 00004505) as Works Limited. He has Independent Director for been on the board for over five years from 1 August nine years. We believe 2019 that the length of tenure is inversely proportionate to the independence of a director. Since his reappointment is proposed within six months of his completing 10 years on the board, we classify him as non-independent. If the company believes that it will benefit from him serving on the board, it should reappoint him as a Non-Independent director. July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Appoint N For For N Ananthaseshan is September UNIVERSAL LTD. Ananthaseshan (DIN: proposed to be appointed on 2019 02402921) as Managing the board as MD (Designate) Director (Designate) from from 26 April 2019. He will 26 April 2019 and as be designated as MD with Managing Director from effect from 23 November 23 November 2019 till 22 2019 once K Srinivasan, November 2022 and fix the current MD’s tenure is his remuneration completed. His estimated FY20 remuneration of Rs. 18. 9 mn is in line with peers and commensurate with the size and complexity of the business. We expect companies to disclose the likely quantum of stock options which will be issued to executives. July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Approve payment of Rs. For For M M Murugappan will be September UNIVERSAL LTD. 10 mn as commission to eligible to receive Rs. 10 2019 M M Murugappan which mn as remuneration for may exceed 50% of total FY19 which will be paid out remuneration paid to in FY20. In the past, his Non-Executive Directors commission has ranged in FY20 between 64% to 68% of the total commission paid to Non-Executive Directors. The company has been judicious in its payouts to M M Murugappan, paying him Rs. 10 mn in commission every year. His proposed commission is comparable to peers.

96 July 2019 - 31-Jul-2019 CARBORUNDUM AGM Management Approve remuneration of For For The total remuneration September UNIVERSAL LTD. Rs. 450,000 payable to S proposed to be paid to the 2019 Mahadevan & Co as cost cost auditors in FY20 is auditors for FY20 reasonable compared to the size and scale of operations. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Adoption of standalone For For The Auditors have not issued September financial statements for any adverse qualifications on 2019 the year ended 31 March the Accounting treatment. 2019 July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Adoption of consolidated For For The Auditors have not issued September financial statements for any adverse qualifications on 2019 the year ended 31 March the Accounting treatment. 2019 July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Declare dividend of For For Tech Mahindra proposes to September Rs. 14.0 per share (FV pay a dividend of Rs. 14. 0 2019 Rs.5.0) per equity share of face value Rs. 5. The dividend payout ratio was 37. 8%. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint V. S. For For V. S. Parthasarathy is CFO & September Parthasarathy (DIN: CIO of promoter the Mahindra 2019 00125299) as Director Group. He retires by rotation liable to retire by rotation and is being reappointed. His reappointment is in line with all statutory requirements. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Shareholder Appoint Ms. Mukti Khaire For For Ms. Mukti Khaire, 46, is September (DIN: 08356551) as Associate Professor, Harvard 2019 Independent Director for Business School. She was five years from 1 August appointed as Additional 2019 Director on 19 April 2019. Her appointment is in line with all statutory requirements. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint M. Damodaran For Against M Damodaran, 72, has September (DIN: 02106990) as been on the board of Tech 2019 Independent Director Mahindra for 11 years (since from 1 August 2019 to 31 July 2008). Recent changes March 2022 in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. M Damodaran will be 75 years in the period of proposed reappointment. In line with this regulatory change, his appointment as Independent Director requires shareholder ratification. We believe that the length of tenure is inversely proportionate to the independence of a director. Although his reappointment for another three years is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain M Damodaran as a director, it must consider his reappointment as a non- independent director.

97 July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint T. N. For For T. N. Manoharan has been on September Manoharan (DIN: the board of Tech Mahindra 2019 01186248) as as Independent Director for Independent Director for 6 years (from July 2013). five years from 1 August Reappointment for another 2019 five years will result in a cumulative tenure of over 10 years. We will consider him as non-independent once his tenure on the board crosses 10 years. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Reappoint Ms. M. For For Ms. M. Rajyalakshmi Rao has September Rajyalakshmi Rao been on the board of Tech 2019 (DIN: 00009420) as Mahindra as Independent Independent Director for Director for 6 years (from July five years from 1 August 2013). Reappointment for 2019 another five years will result in a cumulative tenure of over 10 years. We will consider her as non-independent once her tenure on the board crosses 10 years. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Appoint Haigreve Khaitan For For Haigreve Khaitan, 48, is September (DIN: 00005290) as a Partner of Khaitan & Co 2019 Independent Director for specializing in mergers & five years from 1 August acquisitions, restructuring, 2019 joint ventures and foreign collaborations. His appointment is in line with all statutory requirements. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Appoint Ms. Shikha For For Ms. Shikha Sharma, 60, September Sharma (DIN: 00043265) was MD and CEO of Axis 2019 as Independent Director Bank Ltd. From June 09 for five years from 1 till December 18. Her August 2019 appointment is in line with all statutory requirements. July 2019 - 31-Jul-2019 TECH MAHINDRA LTD. AGM Management Approve payment of For For The company paid a total of September commission at 1% of net Rs. 65. 3 mn (0. 1% of PBT) 2019 profits to Non-Executive as commission to its non- Directors for five years executive directors in FY19. from 1 April 2020 As profits grow, we expect the company to be judicious in paying commission to its non-executive directors. Even so, the company must consider setting a cap in absolute terms on the commission payable. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Adoption of financial For For The Auditor has not issues September LTD. statements for the year any adverse qualification on 2019 ended 31 March 2019 the financial statements. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Declare final dividend of For For The total dividend for FY19 is September LTD. Rs. 125.0 per share (face Rs. 125. 0 per equity share, 2019 value Rs. 10.0) for FY19 while it paid a dividend of Rs. 110. 0 in FY18. The total dividend (including dividend tax) amounts to Rs. 4. 1 bn and the dividend payout ratio is 20. 0%. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Reappoint Siddhartha For For Siddhartha Lal, 46, is the September LTD. Lal (DIN: 00037645) as promoter of the company 2019 Managing Director and has served on the board for the past 13 years. His reappointment as the Managing Director meets all statutory requirements. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Ratify remuneration For For The total remuneration September LTD. of Rs. 0.25 mn for V proposed is reasonable 2019 Kalyanaraman, as cost compared to the size and auditors for FY19 scale of the company’s operations.

98 July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Appoint Vinod Dasari For Against Vinod Dasari, 53, was Ashok September LTD. (DIN: 00345657) as Leyland Ltd. ’s MD & CEO 2019 Executive Director for for the past eleven years a term of five years and was instrumental in from 1 April 2019 and shaping its growth. Given fix remuneration not his previous success, we exceeding 3% of profits support his appointment as an Executive Director. However, the company has not provided sufficient clarity with respect to his proposed remuneration. There is neither clarity on structure nor quantum – based on the disclosures, his remuneration could be as high as Rs. 990 mn. We do not support blanket approvals of this nature. The company must provide more granular information regarding his proposed remuneration and set a cap in absolute terms. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Appoint Inder Mohan For For Inder Mohan Singh, 55, is September LTD. Singh (DIN: 07114750) a fellow member of ICAI 2019 as Independent Director and ICSI. He has about for five years from 12 two decades of experience November 2018 as an in-house corporate counsel and over a decade in practice. Presently, he is Partner with Shardul Amarchand Mangaldas & Co. His appointment as Independent Director for a term of five years meets all statutory requirements. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Appoint Vinod For For Vinod Kumar Aggarwal, 60, September LTD. Kumar Aggarwal has been associated with 2019 (DIN: 00038906) as Eicher Group for the 35 Non-Executive Non- years. He has held several Independent Director management positions liable to retire by rotation including the CFO of Eicher from 1 April 2019 Group from 2005 to 2009. He is currently the MD & CEO of VE Commercial Vehicles Ltd. , a JV between AB Volvo and Eicher Motors. His appointment as Non- Executive Non-Independent Director meets all statutory requirements. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve payment of For For In FY19 Eicher Motors paid a September LTD. commission to non- total of Rs. 9. 8 mn (0. 03% 2019 executive directors not of PBT) as commission to exceeding 1% of net its non-executive directors profits from 1 April 2019 in FY19. As profits grow, we expect the company to be judicious in paying commission to its non- executive directors. The company must consider setting a cap in absolute terms on the commission payable. We do not favour resolutions seeking omnibus approvals – we expect the company to approach shareholders on a periodic basis to approve commission payable to non-executive directors.

99 July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve payment of For For S Sandilya, 71, is the September LTD. remuneration of Rs. 5.3 Chairperson of the company 2019 mn (excluding sitting and has served on the board fees) to S Sandilya, for the past 25 years. His Independent Chairperson FY19 commission of Rs. for FY19, which exceeds 5. 3 mn is 54. 1% of total 50% of the total remuneration paid to all non- remuneration payable executive directors and is to all non-executive reasonable at 0. 01% of PBT. directors July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve Eicher Motors For Against The size of the scheme is September LTD. Ltd.- Restricted Stock upto 1% of paid-up share 2019 Unit Plan 2019 (RSUP- capital. The RSUs will be 2019) granted at face value. We do not favour RSU schemes where the exercise price is at a significant discount to market price. RSUs are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of an RSU scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing RSUs at a significant discount. July 2019 - 01-Aug-2019 EICHER MOTORS AGM Management Approve the grant of For Against Our opinion on this resolution September LTD. RSUs under RSUP-2019 emanates from our decision 2019 to the employees of on Resolution #10. subsidiaries July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Adoption of standalone For For No qualification in the September PRODUCTS LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management To confirm interim For For The total dividend for FY19 September PRODUCTS LTD. dividend of Rs. 12.0 per is Rs. 12. 0 per equity share, 2019 share (face value Re. while it paid a dividend of 1.0) for FY19 Rs. 6. 7 in FY18. The total dividend outflow (including dividend tax for FY19) is Rs. 14. 8 bn and the dividend payout ratio is 84. 6%. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Nadir Godrej For For Nadir Godrej, 68, represents September PRODUCTS LTD. (DIN: 00066195) as the promoter family on the 2019 Non-Executive Non- board. He is currently the Independent Director Managing Director of Godrej Industries Limited. His reappointment is in line with statutory requirements. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Jamshyd For For Jamshyd Godrej, 71, September PRODUCTS LTD. Godrej (DIN: 00076250) represents the promoter 2019 as Non-Executive Non- family on the board. He is Independent Director currently the Chairperson and Managing Director of Godrej & Boyce Manufacturing Company Limited. His reappointment is in line with statutory requirements. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Approve remuneration For For The total remuneration September PRODUCTS LTD. of Rs. 0.6 mn for PM proposed is reasonable 2019 Nanabhoy & Co. as cost compared to the size and auditors for FY20 scale of the company’s operations.

100 July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Narendra For For Narendra Ambwani, 70, is September PRODUCTS LTD. Ambwani (DIN: the former Managing Director 2019 00236658) as of Johnson & Johnson. He Independent Director has been on the board for from 28 July 2019 to 14 the past eight years. His November 2023 reappointment for a further term of five years is in line with statutory requirements. We will treat him as non- independent, once her overall tenure on the board crosses a tenure of ten years. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Aman Mehta For Against Aman Mehta, 73, is the September PRODUCTS LTD. (DIN: 00009364) as Former Chairperson & CEO 2019 Independent Director of HSBC USA Inc. He has from 26 September 2019 served on the board for the to 31 August 2021 past 13 years. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing Aman Mehta as a non-independent non- executive director. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Dr. For Against Dr. Omkar Goswami, 63, is September PRODUCTS LTD. Omkar Goswami the Founder and Chairperson 2019 (DIN: 00004258) as of CERG Ltd. He has served Independent Director on the board for the past for a further term of five 11 years. Although his years from 26 September reappointment is compliant 2019 with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing Dr. Omkar Goswami as a non- independent non-executive director. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Ms. Ireena For For Ireena Vittal, 50, is the September PRODUCTS LTD. Vittal (DIN: 05195656) Former Partner of McKinsey. 2019 as Independent Director She has served on the board for a further term of five for the past six years. Her years from 26 September reappointment for a further 2019 term of five years is in line with statutory requirements. We will treat her as non- independent, once her overall tenure on the board crosses a tenure of ten years.

101 July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Ms. Nisaba For For Nisaba Godrej, 41, is September PRODUCTS LTD. Godrej (DIN: 00591503) currently designated as the 2019 as Executive Chairperson Executive Chairperson and from 1 July 2019 to 30 has served on the board for September 2022 and fix the past eight years. She her remuneration was paid a remuneration of Rs. 52. 0 mn in FY19 and we estimate her FY20 remuneration at Rs. 62. 4 mn, which is commensurate with peers and in line with the overall performance of the company. GCPL must consider, providing a cap on the performance linked pay component or her overall pay. July 2019 - 01-Aug-2019 GODREJ CONSUMER AGM Management Reappoint Vivek Gambhir For For Vivek Gambhir, 50, is the September PRODUCTS LTD. (DIN: 06527810) as CEO & Managing Director of 2019 Managing Director & the company. The company CEO from 1 July 2019 to proposes to reappoint him for 30 September 2022 and a further term of three years. fix his remuneration He was paid a remuneration of Rs. 152. 6 mn (including ESOPs) in FY19 and we estimate his FY20 remuneration at Rs. 17. 8 mn, which is commensurate with peers and in line with the overall performance of the company. Further, Vivek Gambhir is a professional, whose skill carry a market value. GCPL must consider, providing a cap on the performance linked pay component or his overall pay. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Adoption of standalone For For The auditor has not issued September LTD. and consolidated any qualifications on the 2019 financial statements for financial statements. the year ended 31 March 2019 July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Declare final dividend of For For L&T proposed a final September LTD. Rs.18.0 per equity share dividend of Rs. 18. 0 per 2019 (FV Rs.2.0) equity share of face value Rs. 2. 0 for the year ended 31 March 2019. The total dividend outflow including dividend tax for FY19 is Rs. 30. 4 bn. The dividend payout ratio is 45. 5%. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint M.V. Satish For For M. V. Satish, 63, is Sr. September LTD. (DIN: 06393156) as Executive VP (Buildings, 2019 Director liable to retire by Minerals & Metals) of the rotation company. He retires by rotation. His reappointment is in line with all statutory requirements. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Shailendra For For Shailendra Roy, 67, is September LTD. Roy (DIN: 02144836) as Sr. Executive VP (Power, 2019 Director liable to retire by Heavy Engg. & Defence) of rotation the company. He retires by rotation. His reappointment is in line with all statutory requirements. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint R. Shankar For For R. Shankar Raman, 61, is September LTD. Raman (DIN: 00019798) Chief Financial Officer of 2019 as Director liable to retire the company. He retires by by rotation rotation. His reappointment is in line with all statutory requirements.

102 July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Jayant Patil For For Jayant Patil, 65, is Sr. September LTD. (DIN: 01252184) as Executive VP (Defence) of 2019 Director liable to retire by the company. He retires by rotation rotation. His reappointment is in line with all statutory requirements. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint M.M. Chitale For Against M. M. Chitale, 55, is partner September LTD. (DIN: 00101004) as M. M. Chitale & Co. He 2019 Independent Director for has been on the board of a tenure of five years L&T for 15 years (since from 1 April 2019 July 2004). We believe that the length of tenure is inversely proportionate to the independence of a director. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we are unable to support his reappointment as an independent director. The board must consider reappointing M M Chitale as a non-independent non- executive director. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint and For For M. Damodaran, 72, is September LTD. approve continuation former Chairperson, SEBI. 2019 of M. Damodaran He has been on the board (DIN: 02106990) as of L&T as Independent Independent Director for Director for almost 7 years a tenure of five years (since October 2012). from 1 April 2019 Reappointment for another five years will result in a cumulative tenure of over 10 years. We will consider him as non-independent once his tenure on the board crosses 10 years. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Vikram Singh For For Vikram Singh Mehta, 67, is September LTD. Mehta (DIN: 00041197) former member, National 2019 as Independent Director Council, CII. He has been for a tenure of five years on the board of L&T as from 1 April 2019 Independent Director for almost 7 years (since October 2012). Reappointment for another five years will result in a cumulative tenure of over 10 years. We will consider him as non-independent once his tenure on the board crosses 10 years. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Reappoint Adil Zainulbhai For For Adil Zainulbhai, 66, is former September LTD. (DIN: 06646490) as Chairperson, McKinsey India. 2019 Independent Director for He has been on the board of a tenure of five years L&T as Independent Director from 29 May 2019 for 5 years (since May 2014). His reappointment as Independent Director for five years is in line with all statutory requirements.

103 July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve revision in For For Following the revision, September LTD. scale of salary for S.N S. N. Subrahmanyan’s 2019 Subrahmanyan (DIN: remuneration is estimated 02255382), CEO and at Rs. 323. 2 mn, which Managing Director from 1 is commensurate with the April 2020 size and complexity of the company, and comparable to some index peers. Further, more than half his remuneration is linked to company performance. Even so, there is no clarity on the stock options that S. N. Subrahmanyan will receive – in the past, he has received stock options from L&T, and its two recently- listed subsidiaries. If he is granted stock options, his aggregate remuneration will likely be higher than peers. The company must consider providing greater clarity on stock options and put a cap in absolute amounts (including the valuation of stock options if granted) on his proposed remuneration. We recognize that S. N. Subrahmanyan is a professional whose skills carry market value. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve revision in scale For For Following the revision, September LTD. of salary for R. Shankar R Shankar Raman’s 2019 Raman (DIN: 00019798), remuneration is estimated Chief Financial Officer at Rs. 210 mn, which is from 1 April 2020 commensurate with the size and complexity of the company, and comparable to some index peers. Further, more than half his remuneration is linked to company performance. Even so, there is no clarity on the stock options that R Shankar Raman will receive – in the past, he has received stock options from L&T, and its two recently-listed subsidiaries. If he is granted stock options, his aggregate remuneration will likely be higher than peers. The company must consider providing greater clarity on stock options and put a cap in absolute amounts (including the valuation of stock options if granted) on his proposed remuneration. We recognize that R Shankar Raman is a professional whose skills carry market value.

104 July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve revision in For For The Ministry of Commerce September LTD. the Objects Clause of & Industry has advised L&T 2019 the Memorandum of to include a specific clause Association with respect to defence goods in its MoA, which is a requirement under the Arms Act, 1959 and its Rules. Whilst L&T has authority under its existing MoA to manufacture and supply defence equipment, the company proposes to include a specific Object Clause in the MoA which expressly authorises it to undertake defence-related activities. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Issue securities of upto For For The issue of securities will be September LTD. USD$ 600 mn (its rupee governed by the SEBI (ICDR) 2019 equivalent) or Rs.40.0 Regulations and will result in bn through Qualified a dilution of around ~1. 9% Institutional Placement for existing shareholders (QIP) (assuming Rs 40. 0 bn is raised), at current market prices. We however note that in October 2018 the company had proposed a buy-back of equity shares of upto Rs 90. 0 bn. It now proposes to issue equity shares to meet its growing business needs. We support this resolution as it is an operational decision and at current market price will result in a dilution of around ~1. 9% for existing shareholders assuming the entire proposed amount is raised. We do however expect companies to be far more strategic with decisions relating to their capital structure. July 2019 - 01-Aug-2019 LARSEN & TOUBRO AGM Management Approve remuneration For For The remuneration to be September LTD. of Rs. 1.3 mn for R. paid to the cost auditor is 2019 Nanabhoy & Co. as cost reasonable compared to auditors for FY20 the size and scale of the company’s operations. July 2019 - 01-Aug-2019 MAHINDRA AGM Management Adoption of standalone For For The Auditor has not issued September LOGISTICS LTD. financial statements for any adverse qualification on 2019 the year ended 31 March the financial statements of 2019 the company. July 2019 - 01-Aug-2019 MAHINDRA AGM Management Adoption of consolidated For For The Auditor has not issued September LOGISTICS LTD. financial statements for any adverse qualification on 2019 the year ended 31 March the financial statements of 2019 the company. July 2019 - 01-Aug-2019 MAHINDRA AGM Management Declare final dividend of For For Mahindra Logistics has September LOGISTICS LTD. Rs. 1.8 per share (face declared a dividend of Rs. 1. 2019 value Rs. 10.0) for FY19 8. The total dividend outflow (including dividend tax for FY19) is Rs. 155. 0 mn and the dividend payout ratio is 18. 4%. July 2019 - 01-Aug-2019 MAHINDRA AGM Management Reappoint Zhooben For For Zhooben Bhiwandiwala is September LOGISTICS LTD. Bhiwandiwala (DIN: the President – Mahindra 2019 00110373) as a Partners and Group Legal Non-Executive Non- Head. He retires by rotation. Independent Director His reappointment is in line liable to retire by rotation with statutory requirements.

105 July 2019 - 01-Aug-2019 MAHINDRA AGM Management Appoint S Durgashankar For For S Durgashankar is the September LOGISTICS LTD. (DIN: 00044713) as a President – Group M&A, 2019 Non-Executive Non- Corporate Accounts and Independent Director Group Secretarial of liable to retire by rotation Mahindra & Mahindra from 7 May 2019 Limited (M&M). He will be liable to retire by rotation. His appointment is in line with statutory requirements. July 2019 - 01-Aug-2019 MAHINDRA AGM Management Approve remuneration For Against The proposed grant is being September LOGISTICS LTD. to Non-Executive Non- made to two representatives 2019 Independent Directors by of the holding company, way of grant of 80,000 Mahindra & Mahindra RSUs Limited (M&M). Since M&M is listed and has its own stock option scheme, we do not support the issue of stock options to employees of the holding company. Further, at a principle level, we do not favour RSU schemes where the exercise price is at a significant discount to market price. July 2019 - 01-Aug-2019 MAHINDRA AGM Management Approve related party For For The company enters into September LOGISTICS LTD. transaction with Mahindra related party transactions 2019 & Mahindra (M&M) for a with M&M primarily for maximum of Rs. 35.0 bn managing the supply chain per year covering inbound, in-factory and outbound operations of the Auto and Farm segment. The transactions are in the ordinary course of business and at arm’s length basis. In FY19, the value of transactions entered into with M&M was Rs. 19. 0 bn. We do not encourage resolution seeking shareholder approval in perpetuity, thus depriving shareholders the opportunity to periodically review the arrangement. Even so, we recognize that the company will need shareholder approval to exceed the Rs. 35bn cap. July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Adoption of financial For For No qualification in the September CONSUMER statements for the year auditor's report. 2019 HEALTHCARE LTD. ended 31 March 2019 July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management To declare final dividend For For The total dividend for FY19 September CONSUMER of Rs. 105.0 per equity is Rs. 105. 0 per share. 2019 HEALTHCARE LTD. share (face value The total dividend outflow Rs.10.0) (including dividend tax for FY19) is Rs. 5. 3 bn, while the dividend payout ratio is 54. 1%. July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint Ms. Sangeeta For For Ms Sangeeta Talwar is the September CONSUMER Talwar (DIN: 00062478) former Managing Director of 2019 HEALTHCARE LTD. as an Independent NDDB Dairy Services. Her Director from 2 August reappointment is in line with 2019 till the conclusion of statutory requirements. the FY22 AGM July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint P For For P Dwarakanath is the Director September CONSUMER Dwarakanath (DIN: of Human Resources. He 2019 HEALTHCARE LTD. 00231713) as a Non- was reclassified as a Non- Executive Director liable Executive director liable to to retire by rotation from retire by rotation from an 1 July 2018 Independent director on 1 July 2018. He retires by rotation. His reappointment is in line with statutory requirements.

106 July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Appoint S Madhavan For For S Madhavan is the former September CONSUMER (DIN: 06451889) as an Senior Partner of PwC. His 2019 HEALTHCARE LTD. Independent Director appointment is in line with from 25 September 2018 statutory requirements. to 24 September 2021 July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Appoint Pradeep V Bhide For For Pradeep V Bhide is a September CONSUMER (DIN: 03304262) as an former IAS Officer. His 2019 HEALTHCARE LTD. Independent Director appointment is in line with from 10 May 2019 to 9 statutory requirements. May 2022 Pradeep Bhide will has completed nine years on the board of Glaxosmithkline Pharmaceuticals Limited (GSK Pharma) – we will consider him non- independent once his board tenure exceeds 10 years on GSK Pharma’s board. July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint Anup Dhingra For For Anup Dhingra, 51, is Director September CONSUMER (DIN: 07602670) as (Operations). He has over 2019 HEALTHCARE LTD. Director-Operations 27 years of experience in from 2 August 2019 till manufacturing and supply the conclusion of the chain strategies. He will be FY22 AGM and fix his paid a retention bonus upto remuneration a maximum of Rs. 16. 3 mn by 31 December 2019. Excluding the retention bonus his estimated FY20 remuneration of Rs. 72. 1 mn is commensurate with the size and complexity of the business and comparable to that of peers. Further, he is a professional whose skills carry a market value. As a good practice the company must consider setting a cap on the remuneration payable in absolute amounts. July 2019 - 02-Aug-2019 GLAXOSMITHKLINE AGM Management Reappoint Vivek Anand For For Vivek Anand, 49, is Director- September CONSUMER (DIN: 06891864) as Finance & CFO. He has 2019 HEALTHCARE LTD. Director-Finance & CFO been primarily with FMCG from 2 August 2019 till industry with companies like the conclusion of the HUL in India, Bangladesh FY22 AGM and fix his and Singapore. He will be remuneration paid a retention bonus upto a maximum of Rs. 13. 6 mn by 31 December 2019. Excluding the retention bonus his estimated FY20 remuneration of Rs. 53. 5 mn is commensurate with the size and complexity of the business and comparable to that of peers. Further, he is a professional whose skills carry a market value. As a good practice the company must consider setting a cap on the remuneration payable in absolute amounts. July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Adoption of standalone For For No qualification in the September and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Declare final dividend of For For The total dividend for FY19 September Rs. 1.7 per share (face is Rs. 1. 7 per equity share, 2019 value Rs. 10.0) for FY19 while it paid a dividend of Rs. 2. 0 in FY18. The total dividend outflow (including dividend tax for FY19) is Rs. 37. 1 mn and the dividend payout ratio is 6. 0%.

107 July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Reappoint Madan Gopal For For Madan Gopal Agarwal, 76, September Agarwal (DIN: 02249947) represent the promoter 2019 as Executive Director family on the board. He is currently designated as the Executive Director. His reappointment meets all statutory requirements. July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Appoint Govind For For Mr. Govind Shrikhande, 56, is September Shrikhande (DIN: the former Managing Director 2019 00029419) as of Shoppers Stop. His Independent Director appointment as independent for five years w.e.f. 2 director meets all statutory November 2018 requirements. July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Reappoint Aakash For Against Aakash Moondhra, 46, is September Moondhra (DIN: the Global CFO of Payu- 2019 02654599) as Naspers. He has served Independent Director on the board for close to for a further term of 10 years. Although his five years w.e.f. 22 reappointment is compliant September 2019 with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Since his reappointment is proposed within six months of his completing 10 years on the board, we do not support his reappointment. As the board wishes to retain him as a director, it must consider his reappointment as a non- independent director. July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Revise remuneration For For Lalit Agarwal, 49, represents September of Lalit Agarwal promoter family on the board. 2019 (DIN: 00900900) as He was last reappointed as Chairperson and Chairperson and Managing Managing Director from Director in the FY17 for 1 April 2019 till 31 May a period of five years. He 2022 was paid a remuneration of Rs. 22. 4 mn in FY19 and we estimate his FY20 remuneration at Rs. 24. 5 mn, which is commensurate with peers and in line with profit growth. The company must consider providing a cap on his commission or overall pay. July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Revise remuneration of For For Madan Gopal Agarwal, September Madan Gopal Agarwal 76, represents promoter 2019 (DIN: 00900900) as family on the board. He Executive Director from has served on the board 1 April 2019 till 31 May for the past 17 years. He 2022 was last reappointed as Executive Director in the FY17 for a period of five years. We estimate Madan Gopal Agarwal’s FY20 remuneration at Rs. 7. 2 mn, which is commensurate with peers and in line with profit growth. The company must consider providing a cap on his commission or overall pay.

108 July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Approve borrowing limit For For The company is seeking September of Rs. 7.5 bn shareholders’ approval for a 2019 borrowing limit of Rs. 7. 5 bn. This is primarily to enable it to manage expected growth in business which will result in additional debt and a likely increase in debt outstanding beyond the current automatic borrowing limit. Retail is a highly competitive and a challenging business, which requires scale and reach to survive. Therefore, V-Mart may need funding support for its growth and to maintain its competitive advantage. Given that V-Mart currently has negligible debt, we support the company in adding debt to its capital structure in future. July 2019 - 02-Aug-2019 V-MART RETAIL LTD. AGM Management Approve inter-corporate For For V-Mart is continuously September transaction limit of Rs. looking for appropriate 2019 15.0 bn opportunities to expand its business for acquisition by way of subscription, purchase or otherwise, the securities of any other body corporate and in this regard shareholders’ approval is sought to authorize the board to invest upto Rs. 15. 0 bn. Retail is a highly competitive and a challenging business, which requires scale and reach to survive. Therefore, V-Mart may need funding support for its growth and to maintain its competitive advantage. The increase in the existing limits will enable the company to undertake inorganic growth in future. July 2019 - 02-Aug-2019 HOUSING AGM Management Adoption of standalone For For No qualification by auditors. September DEVELOPMENT and consolidated 2019 FINANCE CORPN. financial statements for LTD. the year ended 31 March 2019 July 2019 - 02-Aug-2019 HOUSING AGM Management Confirm interim dividend For For The total dividend payout September DEVELOPMENT of Rs. 3.5 per share and (including dividend 2019 FINANCE CORPN. approve final dividend of distribution tax) for FY18 LTD. Rs 17.5 per share of face aggregates to ~Rs. 43. 5 bn. value Rs 2.0 each The dividend payout ratio for FY19 was 44. 1%. July 2019 - 02-Aug-2019 HOUSING AGM Management Reappoint V. Srinivasa For For V. Srinivasa Rangan has September DEVELOPMENT Rangan (DIN:00030248) been Executive Director of 2019 FINANCE CORPN. as Director liable to retire HDFC since January 2010. LTD. by rotation He retires by rotation and his reappointment is in line with the statutory requirements.

109 July 2019 - 02-Aug-2019 HOUSING AGM Management To fix the remuneration of For For "B S R & Co. LLP replaced September DEVELOPMENT BSR & Co. as statutory Deloitte, Haskins & Sells LLP 2019 FINANCE CORPN. auditors at Rs 20.0 mn as the statutory auditors in LTD. for FY20 AGM of 2017 and have been auditors of HDFC for 2 years. The Corporation proposes to fix the remuneration at Rs 20 mn for FY20 (actuals Rs 17. 4 mn in FY18, Rs 16. 7 mn in FY19), which is reasonable given the size and complexity of the business. Even so, we raise concerns over the possible outcomes of the investigations being undertaken by regulatory authorities on its affiliate from the same audit network. " July 2019 - 02-Aug-2019 HOUSING AGM Management Appoint Dr. Bhaskar For For "Dr. Bhaskar Ghosh is September DEVELOPMENT Ghosh (DIN:06656458), the group chief executive 2019 FINANCE CORPN. as Independent Director of Accenture Technology LTD. for five years from 27 Services with responsibility September 2018 for the Accenture Application Services and Infrastructure business. His appointment as Independent Director is in line with the statutory requirements. " July 2019 - 02-Aug-2019 HOUSING AGM Management Appoint Ms. Ireena For For Ireena Vittal was partner September DEVELOPMENT Vittal (DIN:05195656) with McKinsey & Co. , for 2019 FINANCE CORPN. as Independent Director 16 years. She is now a LTD. for five years from 30 consultant and advisor to January 2019 consumer facing companies in emerging markets. Her appointment as Independent Director is in line with the statutory requirement. July 2019 - 02-Aug-2019 HOUSING AGM Management Reappoint Nasser For Against "Nasser Munjee, 67, was September DEVELOPMENT Munjee (DIN:00010180) an Executive Director with 2019 FINANCE CORPN. as Independent Director HDFC till 1997. He is currently LTD. for two years till 20 July Chairman DCB Bank. He 2021 has been on the board of HDFC for about 26 years. Although his reappointment for another two years is compliant with regulations, we consider directors to be nonindependent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing Nasser Munjee as a non- independent non-executive director. "

110 July 2019 - 02-Aug-2019 HOUSING AGM Management Reappoint and approve For Against J. J. Irani, 82, is the former September DEVELOPMENT continuation of Dr. J. J. MD of Tata Steel Ltd. He 2019 FINANCE CORPN. Irani (DIN:00311104) as has been on the board of LTD. Independent Director HDFC for over 11 years. for two years till 20 July Recent changes in SEBI’s 2021 LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution. In line with this regulatory change, J. J. Irani’s reappointment as Independent Director requires shareholder ratification. Although his reappointment for another two years is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing J. J. Irani as a non-independent non- executive director. July 2019 - 02-Aug-2019 HOUSING AGM Management Approve related party For For HDFC Bank sources home September DEVELOPMENT transactions with HDFC loans for HDFC through 2019 FINANCE CORPN. Bank for FY20 its branches across India. LTD. HDFC, after necessary due diligence, approves and disburses the loans. The loans are booked with HDFC and HDFC Bank is paid commission for its services. Further HDFC Bank periodically purchases the loans and HDFC is paid a fee for servicing the home loans assigned by it. The audit committee has already granted approval for assignment/sale of home loans to the bank up to an overall limit of Rs. 250. 0 bn for FY20. The proposed related party transactions are in the ordinary course of business and will be conducted on an arm’s length basis. This arrangement with HDFC Bank enables HDFC to expand its reach, leverage on group expertise and cross-sell its products. July 2019 - 02-Aug-2019 HOUSING AGM Management Approve payment of For For The corporation paid a total September DEVELOPMENT commission to Non- of Rs. 42. 7 mn (0. 03% 2019 FINANCE CORPN. Executive Directors at of PBT) as commission to LTD. 1% of net profits for five its non-executive directors years from 1 April 2020 in FY19. As profits grow, we expect the Corporation to be judicious in paying commission to its non- executive directors. Even so, the Corporation must consider setting a cap in absolute terms on the commission payable.

111 July 2019 - 02-Aug-2019 HOUSING AGM Management Approve revision in For For Keki Mistry has been the September DEVELOPMENT remuneration of Keki Vice Chairman & Managing 2019 FINANCE CORPN. Mistry (DIN: 00008886) Director since October LTD. as MD (VC & CEO) 2007. As per our estimates from 1 January till the his proposed remuneration end of his tenure till 13 for FY20 aggregates Rs November 2021 153 mn. Apportioning the fair value of stock options granted to him in FY18, his proposed remuneration (as per our estimates) aggregates Rs 283. 4 mn. HDFC has confirmed that he will not be granted any stock options in FY20. We support the resolution given that over half his remuneration is variable and linked to HDFC’s financial and stock price performance – this ensures that there is an alignment with the interest of all stakeholders. In the past, Keki Mistry’s remuneration has been aligned to company performance. We expect the board to remain judicious in deciding his remuneration on an annual basis. Further, his cash pay (not including stock options) is comparable to peers in the financial services industry. July 2019 - 02-Aug-2019 HOUSING AGM Management Approve issuance For For The issuance will be within September DEVELOPMENT of Non-Convertible the overall borrowing limit. 2019 FINANCE CORPN. Debentures of up to Rs. The corporation has a credit LTD. 1250 bn rating of CRISIL AAA/Stable/ CRISIL A1+ and ICRA AAA/ Stable/ICRA A1+, which denotes highest degree of safety regarding timely servicing of debt obligations. July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Management Adoption of standalone For For No qualification from September SERVICES LTD and consolidated auditors. 2019 financial statements for the year ended 31 March 2019 July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Management To confirm interim For For The aggregate dividend is September SERVICES LTD dividend of Re. 0.85 Rs. 1. 3 per share. The total 2019 per equity share and to dividend outflow including declare final dividend of dividend tax for FY19 is Rs. Re.0.45 per share on 0. 2 bn. The dividend payout face value Rs.10.0 ratio for FY19 is 10. 5%. July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Management Appoint MSKA & For For The appointment of MSKA September SERVICES LTD Associates as Statutory & Associates as statutory 2019 Auditors for a period of auditors is in line with our five years from FY20 and Voting Guidelines on Auditor fix their remuneration at appointments and with the Rs. 1.2 mn for FY20 requirements of Section 139 of the Companies Act 2013. The proposed remuneration to be paid in FY20 is reasonable compared to the size and scale of operations. July 2019 - 02-Aug-2019 UJJIVAN FINANCIAL AGM Shareholder Appoint Narayan Anand For For Narayan Anand is the September SERVICES LTD (DIN: 02110727) as Managing Partner of Creador 2019 Non-executive Non- India, one of the investee Independent director companies. He will retire by liable to retire by rotation rotation. His appointment is in line with statutory requirements. July 2019 - 02-Aug-2019 EQUITAS HOLDINGS AGM Management Adoption of financial For For No qualification from September LTD statements for the year auditors. 2019 ended 31 March 2019

112 July 2019 - 02-Aug-2019 EQUITAS HOLDINGS AGM Management Reappoint Bhaskar S For For Bhaskar S is the CEO September LTD (DIN: 00010000) as of Equitas Holdings. His 2019 Director liable to retire by reappointment is in line with rotation statutory requirements. July 2019 - 02-Aug-2019 EQUITAS HOLDINGS AGM Management Reappoint Ms Jayshree For For Ms Jayshree Ashwinkumar September LTD Ashwinkumar Vyas Vyas is the former managing 2019 (DIN: 00584392) as director of Shri Mahila Sewa Independent Director Sahakari Bank Limited. for a period of five years She has been on the board w.e.f 12 November 2019 since November 2014. Her reappointment is in line with the statutory requirements. July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Adoption of standalone For For The Auditor has not issued September and consolidated any adverse qualifications on 2019 financial statements for the financial statements. the year ended 31 March 2019 July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Declare a final dividend For For The total dividend payout September of Rs 2.5 per share of (including dividend 2019 face value Rs 2.0 each distribution tax) for FY19 aggregates to Rs. 0. 2 bn. The dividend payout ratio for FY19 was 11. 8%. July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Reappoint Ms. Sudha S. For For Ms. Sudha S. Patel is part of September Patel (DIN: 00187055) as the promoter group and has 2019 Director liable to retire by been on the board since the rotation past 18 years. She is the founder of Sudha Garments. Her reappointment is in line with statutory requirements. July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Reappoint Manubhai & For For Manubhai & Shah LLP were September Shah LLP as statutory appointed as the auditors 2019 auditors for a period of in the 2015 AGM. Their five years and fix their reappointment is in line with remuneration at Rs.2.1 the statutory requirements. mn for FY20 The proposed remuneration is reasonable, given the size and scale of operations. July 2019 - 05-Aug-2019 NESCO LTD. AGM Management Appoint Ms. Amrita For For Ms. Amrita Verma September Verma Chowdhury Chowdhury is the former 2019 (DIN: 02178520) as President and CEO of DY Independent Director Works, a branding firm. Her for a period of five years appointment is in line with the w.e.f 14 May 2019 statutory requirements. July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Adoption of financial For For The Auditor has not issued September LTD. statements for the year any qualifications for the 2019 ended 31 March 2019 financial statements. July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint Shiv Nadar For For Shiv Nadar is the Executive September LTD. (DIN: 00015850) as Chairperson of the company. 2019 Director liable to retire by His reappointment is in line rotation with statutory requirements.

113 July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Appoint BSR & Co LLP For For The company proposes September LTD. as statutory auditors for a to appoint BSR & Co LLP 2019 period of five years at an (part of KPMG network) annual remuneration of as statutory auditors at an Rs. 220 mn for FY20 annual remuneration of Rs. 220 mn plus out of pocket expenses and taxes. The audit fees are higher than industry peers (TCS: Rs. 120 mn, Wipro: Rs. 125 mn, Infosys: Rs. 140 mn) but in line with what was paid to the previous auditors, S. R. Batliboi & Co. LLP, in FY19 (Rs. 256. 8 mn). Further, the company has clarified that the fees include the amounts to be paid to KPMG firms outside India for foreign subsidiary audits. The appointment is in line with the statutory requirements. However, we raise concerns over the possible implications on BSR & Co. LLP regarding investigations conducted by government bodies on one of its associate firms. July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint R. Srinivasan For For R. Srinivasan is the founder September LTD. (DIN: 00575854) as of Redington (India). He has 2019 Independent Director been on the board since April for a period of five years 2011. Since he will cross 75 w.e.f 6 August 2019 years of age in 2021, the company is also seeking approval for his continuation till the end of his proposed term. His reappointment is in line with the statutory requirements. We will classify him as non-independent once he crosses a tenure of 10 years on the board. July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint S. Madhavan For For S. Madhavan is a September LTD. (DIN: 06451889) as former partner and 2019 Independent Director Executive Director of for a period of five years PricewaterhouseCoopers. w.e.f 6 August 2019 He has been on the board since January 2013. His reappointment is in line with the statutory requirements. We will classify him as non- independent once he crosses a tenure of 10 years on the board. July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint Ms. Robin For Against Ms. Robin Abrams is the September LTD. Abrams (DIN: 00030840) former President and CEO of 2019 as Independent Director VeriFone. She has been on for a period of five years the board since September w.e.f 6 August 2019 1999. Although her reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support her reappointment as an independent director. The board must consider reappointing her as a non- independent non-executive director.

114 July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Reappoint Sosale For For Sosale Shankara Sastry is September LTD. Shankara Sastry the Dean of Engineering 2019 (DIN: 05331243) as at University of California, Independent Director Berkeley. He has been on the for a period of five years board since July 2012. His w.e.f 6 August 2019 reappointment is in line with the statutory requirements. We will classify him as non- independent once he crosses a tenure of 10 years on the board. July 2019 - 06-Aug-2019 H C L TECHNOLOGIES AGM Management Approve payment of For For The company paid a total of September LTD. commission to Non- Rs. 82. 2 mn (0. 08% of PBT) 2019 Executive Directors at as commission to its non- 1% of net profits for five executive directors in FY19. years from 1 April 2019 As profits grow, we expect the company to be judicious in paying commission to its non-executive directors. Even so, the board must consider setting a cap in absolute terms on the commission payable. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Adoption of standalone For For No qualification in the September financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Adoption of consolidated For For No qualification in the September financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Approve dividend of For For The company proposes September Rs.5.0 per equity share final dividend of Rs. 5. 0 per 2019 of face value Re.1 each equity share, an increase from Rs. 3. 75 per share paid in the previous year. The total dividend is Rs. 5. 3 bn. The dividend payout ratio is 38. 9% v/s 34. 5% in FY18. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Reappoint Harish Bhat For For Harish Bhat has been September (DIN: 00478198) as with the Tata Group since 2019 Non-Executive Non- 1987 and on the board of Independent Director Titan since April 2015. He attended 5 out of 5 meetings in FY19. His reappointment is in line with all statutory requirements. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint N For For "N Muruganandam, September Muruganandam (DIN: IAS is a Principal 2019 00540135) as Non- Secretary of Industries Executive Director, liable Department, Government to retire by rotation, w.e.f. of Tamil Nadu. He is the 14 March 2019 nominee of Tamilnadu Industrial Development Corporation Limited (TIDCO), which is a co- promoter. His appointment is in line with all statutory requirements. " July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint Arun Roy (DIN: For For Arun Roy, IAS is an Additional September 01726117) as Non- Secretary of Industries 2019 Executive Director, liable Department, Government to retire by rotation, w.e.f. of Tamil Nadu. He is the 26 November, 2018 nominee of Tamilnadu Industrial Development Corporation Limited (TIDCO), which is a co-promoter. His appointment is in line with all statutory requirements. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint Pradyumna Vyas For For Pradyumna Vyas is director September (DIN: 02359563) as an of National Institute of Design 2019 Independent Director (NID). His appointment for a period of five years is in line with all statutory w.e.f. 25 March 2019 requirements.

115 July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Reappoint Ms. Hema For Against Ms. Hema Ravichandar is September Ravichandar (DIN: the former Vice President 2019 00032929) as an and Global Head of Human Independent Director for Resources for Infosys. She the period from 1 August has been on the board since 2019 till 31 July 2020 March 2009. Although her reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support her reappointment as an independent director. The board must consider reappointing Hema Ravichandar as a non- independent non-executive director. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Reappoint Ms. Ireena For For Ms. Ireena Vittal is a former September Vittal (DIN: 05195656) partner at McKinsey & Co. 2019 as an Independent She has been on board Director for the period since January 2013. Her from 1 August 2019 till 29 reappointment is in line with January 2023 all statutory requirements. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Authorize the board to For For The company has branches September appoint branch auditors outside India and may also 2019 open/acquire new branches outside India in future. The company will need to appoint branch auditors for carrying out the audit of the accounts of such branches. Hence the company seeks approval to authorize the board to appoint branch auditors in consultation with the company’s auditors. July 2019 - 06-Aug-2019 TITAN COMPANY LTD. AGM Management Appoint Dr. For For Dr. Mohanasankar September Mohanasankar Sivaprakasam is an 2019 Sivaprakasam (DIN: Associate Professor in the 08497296) as an Department of Electrical Independent Director Engineering at IIT, Madras. for a period of five years The appointment is in w.e.f. 3 July, 2019 line with all statutory requirements. July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Adoption of standalone For For No qualification in auditor's September LTD. and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Approve final dividend For For The total dividend for FY19 September LTD. of Rs. 6.5 per share of is Rs. 6. 5 per equity share, 2019 face value Re. 1.0 each while it paid a dividend of for FY19 Rs. 6. 0 in FY18. The total dividend (including dividend tax) amounts to Rs. 4. 0 bn and the dividend payout ratio is 40. 6%. July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint A N Parekh For For A N Parekh, 48, represent the September LTD. (DIN: 00111366) as promoter family on the board. 2019 Executive Director He is currently designated as the Executive Director. His reappointment meets all statutory requirements. July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint N K Parekh For For N K Parekh represents the September LTD. (DIN: 00111518) as promoter family on the board 2019 Non-Executive Non- and is currently designated Independent Director as Vice-Chairperson. He has over 45 years of industry experience. His reappointment is in line with all statutory requirements.

116 July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint Bansidhar For Against Bansidhar Mehta, 84, is September LTD. Mehta (DIN 00035019) currently Chief Mentor at 2019 as Independent Director Bansi. S. Mehta & Co. , from 6 August 2019 to 31 Chartered Accountants. He March 2024 has served on the board as Independent Directors for the past 19 years. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing Bansidhar Mehta as a non-independent non-executive director. July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint Uday Khanna For For Uday Khanna, 71, is the September LTD. (DIN 00079129) as Former MD of Lafarge India. 2019 Independent Director He has served on the board from 6 August 2019 to 2 for the past four years. His April 2024 reappointment for a further term of five years is in line with statutory requirements. July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Reappoint Ms. Meera For For Meera Shankar, 70, is a September LTD. Shankar (DIN: 06374957) retired IAS Officer. She 2019 as Independent Director has served on the board from 6 August 2019 to 29 for the past five years. Her July 2024 reappointment for a further term of five years is in line with statutory requirements. July 2019 - 06-Aug-2019 PIDILITE INDUSTRIES AGM Management Ratify remuneration of For For The total remuneration September LTD. Rs. 165,000 to be paid proposed is reasonable 2019 to V J Talati & Co as cost compared to the size and auditors for FY20 scale of the company’s operations. July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Adoption of standalone For For The auditor has not reported September LTD. and consolidated any qualifications for the 2019 financial statements for financial statements. the year ended 31 March 2019 July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Approve interim dividend For For The total dividend for the September LTD. of Rs. 0.45 per share and year amounts to Rs. 0. 3 bn. 2019 declare final dividend of The dividend payout is 23. Rs.0.65 per share 9% (21. 6% in FY18). July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Reappoint Nirmal K For For Nirmal K Minda (DIN: September LTD. Minda (DIN: 00014942) 00014942) is part of the 2019 as a Director liable to promoter group. He is the retire by rotation Chairperson and Managing Director of Minda Industries. His reappointment is in line with the statutory requirements. July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Reappoint BSR & Co. For For BSR & Co. LLP were September LTD. LLP as statutory auditors appointed as the auditors in 2019 for two years and fix their the 2011 AGM. In another remuneration at Rs.12.2 two years, they will complete mn for FY20 10 years – accordingly, they can only be reappointed for this duration. Their reappointment is in line with the statutory requirements. The proposed remuneration is reasonable, given the size and scale of operations. However, we raise concerns over the possible implications on BSR & Co. LLP regarding investigations conducted by government bodies on one of its associate firms.

117 July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Ratify remuneration of For For The remuneration to be September LTD. Rs.365,000 for Jitender paid to the cost auditor is 2019 Navneet & Co. as cost reasonable compared to auditors for FY20 the size and scale of the company’s operations. July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Ms. Pravin For For Ms. Pravin Tripathi is a former September LTD. Tripathi (DIN: 06913463) Indian Audit & Accounts 2019 as an Independent Service (IAAS) Officer of Director for a period 1973 Batch and has served of two years w.e.f 6 in various capacities with February 2019 Municipal Corporation of Delhi as Chief Auditor. Her appointment is in line with the statutory requirements. July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Krishna Kumar For For Krishna Kumar Jalan is September LTD. Jalan (DIN: 01767702) as former Secretary to the 2019 an Independent Director Government of India for for a period of two years the Ministry of Micro, Small w.e.f 16 May 2019 & Medium Enterprises (MSME). His appointment is in line with the statutory requirements. July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Ms. Paridhi For For Ms. Paridhi Minda, 37, is part September LTD. Minda (DIN: 00227250) of the promoter group. She 2019 as Director, liable to retire has more than 12 years of by rotation from 29 March experience in the automobile 2019 industry and has been working with the company prior to her appointment on the board. Her appointment is in with the statutory requirements. July 2019 - 06-Aug-2019 MINDA INDUSTRIES AGM Management Appoint Ms. Paridhi For For Ms. Paridhi Minda, is part September LTD. Minda (DIN: 00227250) of the promoter group. Her 2019 as Whole Time Director proposed remuneration for a period of five years is estimated to be Rs. 6. w.e.f 29 March 2019 and 4 mn. The proposed pay fix her remuneration is in line with the size and complexity of the business and comparable to peers in the industry. July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Adoption of Standalone For For No qualification in the September financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Adoption of Consolidated For For No qualification in the September financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Declare dividend of For For The company proposes to September Rs.5.0 per equity share declare a dividend of Rs. 5. 0 2019 of Rs.2.0 each per share. In FY19, the total dividend including dividend distribution tax amounts to Rs. 2. 7 bn. The dividend payout ratio is 17. 7% v/s 20. 2% in FY18. July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Reappoint Ms. Vinita For For Ms. Vinita Gupta is part of September Gupta (DIN: 00058631) the promoter family and the 2019 as Director liable to retire CEO. Her reappointment by rotation as director, liable to retire by rotation, is in line with all statutory requirements. July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Appoint Ms. Christine For For Ms. Christine Mundkur is the September Mundkur (DIN: former CEO of Impopharma 2019 08408494) as an Inc. Her appointment as Independent Director an independent director from 1 April 2019 till the is in line with all statutory conclusion of the 2021 requirements. AGM

118 July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Approve remuneration For For The proposed remuneration September of Rs. 700,000 payable to be paid to the cost auditor 2019 to S. D. Shenoy, cost in FY20 is reasonable auditors for FY20 compared to the size and scale of operations. July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Increase number of stock For Against The resolution enables the September options by 400,000 to company to grant stock 2019 1,525,000 shares under options, which can be issued the Lupin Subsidiary at significant discount to the Companies Employees current market price. We do Stock Option Plan 2014 not favour schemes where the exercise price is at a significant discount to market price even though the cost is low. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing options at a significant discount. July 2019 - 07-Aug-2019 LUPIN LTD. AGM Management Decrease the number For Against The resolution enables the September of stock options by company to grant stock 2019 400,000 to 2,975,000 options, which can be issued shares under the Lupin at significant discount to the Employees Stock Option current market price. We do Plan 2014 not favour schemes where the exercise price is at a significant discount to market price even though the cost is low. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Here the downside risk is protected by issuing options at a significant discount. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Adoption of standalone For For The Auditor has not issued September MAHINDRA LTD. financial statements for any qualifications on the 2019 the year ended 31 March financial statements. 2019 July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Adoption of consolidated For For The Auditor has not issued September MAHINDRA LTD. financial statements for any qualifications on the 2019 the year ended 31 March financial statements. 2019 July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Declare dividend of Rs. For For The total dividend for the September MAHINDRA LTD. 8.5 per share of face year amounts to Rs. 12. 2 2019 value Rs 5.0 bn. The dividend payout is 25. 4%. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Reappoint Dr. Pawan For For Dr. Pawan Goenka, 64, September MAHINDRA LTD. Goenka (DIN: 00254502) is the Managing Director 2019 as a Director of Mahindra & Mahindra. He retires by rotation. His reappointment is in line with the statutory requirements. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Ratify remuneration of For For The remuneration to be September MAHINDRA LTD. Rs.0.8 mn for D C Dave paid to the cost auditor is 2019 & Co. as cost auditors reasonable compared to for FY20 the size and scale of the company’s operations.

119 July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Reappoint Dr. For For Dr. Vishakha N. Desai, 70, September MAHINDRA LTD. Vishakha N. Desai has been on the board of 2019 (DIN: 05292671) as an Mahindra & Mahindra as Independent Director Independent Director for 7 from 8 August 2019 to 30 years (from May 2012). Dr. April 2024 Desai is Senior Advisor for Global Affairs to the President of Columbia University. Reappointment for another five years will result in a cumulative tenure of over 10 years. We will consider her as non-independent once her tenure on the board crosses 10 years. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Reappoint Vikram Singh For For Vikram Singh Mehta, 66, if September MAHINDRA LTD. Mehta (DIN: 00041197), former MD of the Shell Group. 2019 as an Independent He has been on the board of Director for a period of Mahindra & Mahindra as five years till 7 August Independent Director for 2024 7 years (from May 2012). Reappointment for another five years will result in a cumulative tenure of over 10 years. We will consider him as non-independent once his tenure on the board crosses 10 years. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Appoint Vijay Kumar For For Vijay Kumar Sharma, 60, September MAHINDRA LTD. Sharma (DIN: 02449088) is a nominee of LIC on the 2019 as Non-Executive Non- board. He superannuated Independent Director as Chairman of LIC on from 14 November 2018 31 December 2018. His appointment is in line with the statutory requirements. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Appoint Haigreve Khaitan For For Haigreve Khaitan, 48, is September MAHINDRA LTD. (DIN: 00005290) as Managing Partner of Khaitan 2019 Independent Director for & Co specializing in mergers five years from 8 August & acquisitions, restructuring, 2019 joint ventures and foreign collaborations. He has been on the board of Mahindra Holdings since 18 Feb 2015 and is now being appointed to the board of Mahindra & Mahindra Limited. His appointment is in line with all statutory requirements. July 2019 - 07-Aug-2019 MAHINDRA & AGM Management Appoint Ms. Shikha For For Ms. Shikha Sharma, 60, September MAHINDRA LTD. Sharma (DIN: 00043265) was MD and CEO of Axis 2019 as Independent Director Bank Ltd. From June 2009 for five years from 8 till December 2018. Her August 2019 appointment is in line with all statutory requirements. July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Adoption of standalone For For Financial analysis is helpful. September LTD. and consolidated 2019 financial statements for the year ended 31 March 2019

July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Declare final dividend of For For The total dividend outflow September LTD. Rs. 3.0 per equity share including dividend tax for 2019 (face value Re. 1.0) FY19 is Rs. 0. 9 bn. The dividend payout ratio is 16. 8%. July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Reappoint PR For For PR Venketrama Raja, 60, is September LTD. Venketrama Raja (DIN: part of the promoter family 2019 00331406) as Director and the Chairperson and Managing Director, The Ramco Cements Limited. He retires by rotation and his reappointment is in line with statutory requirements.

120 July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Approve loans and For Against The companies to which September LTD. guarantees and provide support of upto Rs. 2. 5 2019 security for loans taken bn may be provided are by companies in which two subsidiaries and an the directors of the associate company. The company are interested company has not specified under Section 185 of the reason for providing Companies Act 2013 support to the subsidiaries/ associate company. Further, there is no clarity on whether the support provided will be to the extent of the company’s shareholding in the subsidiaries/entities. July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Approve private For For The company’s debt facilities September LTD. placement of non- have a [ICRA]AA+/ Stable 2019 convertible debentures of rating outstanding denoting up to Rs.5 bn a high degree of safety regarding timely servicing of financial obligations. The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn. July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Reappoint Justice For For Justice Chitra Venkataraman, September LTD. Chitra Venkataraman 67, is Former Judge of 2019 (DIN: 07044099) as the Madras High Court. Independent Director for Her reappointment as five years with effect from Independent Director is in line 20 March 2020 with statutory requirements. July 2019 - 08-Aug-2019 RAMCO CEMENTS AGM Management Ratify remuneration of For For The total remuneration September LTD. Rs. 450,000 payable to proposed to be paid to the 2019 Geeyes & Co as cost cost auditors in FY20 is auditors for FY20 reasonable compared to the size and scale of operations. July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Adoption of standalone For For No qualification in the September and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Declare a final dividend For For The total dividend payout September of Rs 4 per share of face (including dividend 2019 value Rs 1.0 each distribution tax) for FY19 aggregates to Rs 2. 2 bn. The dividend payout ratio for FY19 was 71. 6%. July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint Aditya V. For For Aditya V. Agarwal is part September Agarwal (DIN: 00149717) of the promoter group and 2019 as Director liable to retire heads the cement, edible oil by rotation and biodiesel, health care, and paper manufacturing businesses of the Emami group. His reappointment is in line with statutory requirements. July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint R.S. Goenka For For R. S. Goenka is part of the September (DIN: 00152880) as promoter group and an 2019 Director liable to retire by executive director of the rotation company. His reappointment is in line with statutory requirements. July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint S.K. Goenka For For S. K. Goenka is part of the September (DIN: 00149916) as promoter group and the 2019 Director liable to retire by Managing director of the rotation company. His reappointment is in line with statutory requirements. July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Appoint Debabrata For For Debabrata Sarkar is the September Sarkar (DIN: 02502618) former Chairperson and 2019 as Independent Director Managing Director of for a period of five years Union Bank of India. His w.e.f 21 February 2019 appointment is in line with the statutory requirements.

121 July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Reappoint Prashant For For Prashant Goenka is part of September Goenka (DIN: 00703389) the promoter group. He was 2019 as Whole Time Director paid Rs. 10. 8 mn in FY19. for a period of five years His proposed pay of Rs. 13. w.e.f. 20 January 2019 5 mn is in line with peers and and fix his remuneration commensurate with the size and scale of operations. July 2019 - 08-Aug-2019 EMAMI LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs.150,000 payable to proposed to be paid to the 2019 V. K. Jain & Co. as cost cost auditor is reasonable auditors for FY20 compared to the size and scale of the company’s operations. July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Adoption of standalone For For Financial analysis is helpful. September SHIPPING CO. LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management To declare a final For For The total dividend outflow September SHIPPING CO. LTD. dividend of Rs. 5.4 per including dividend tax is Rs. 2019 share on face value Rs. 1. 0 bn. The dividend pay- 10 each out ratio is negative. The Company declared a loss for the year on account of the impact of the depreciation of the Indian Rupee vis-à-vis the US Dollar. July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Tapas Icot For For Tapas Icot, 63, has been September SHIPPING CO. LTD. (DIN: 00905882) as Executive Director of Great 2019 Director Eastern Shipping Company Limited since August 2014. He has attended all the meetings held in FY19. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Appoint Raju Shukla For For Raju Shukla, 54, is the September SHIPPING CO. LTD. (DIN: 07058674) as Executive Chairperson 2019 Independent Director for and Founder of Cleantech five years w.e.f. 1 June Renewable Assets Pte 2019 Ltd. He was appointed as Additional Director of the company on 6 May 2019. His appointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Appoint Ranjit Pandit For For Ranjit Pandit, 65, is a former September SHIPPING CO. LTD. (DIN: 00782296) as partner and Advisory Director 2019 Independent Director for of General Atlantic, LLC. He five years w.e.f. 1 June was appointed as Additional 2019 Director of the company on 6 May 2019. His appointment is in line with the statutory requirements.

122 July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Cyrus Guzder For Against Cyrus Guzder, 73, is the September SHIPPING CO. LTD. (DIN: 00080358) as Chairperson and Managing 2019 Independent Director Director at AFL Private for three years w.e.f. 25 Limited. He was originally September 2019 and appointed as Director of approve his continuation the company on 14 March on the board 2003. The company seeks approval to reappoint him as Independent Director for three years w. E. F. 25 September 2019. Further, the company seeks approval for his continuation on the board post attaining 75 years of age, in line with the SEBI’s LODR. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain him as a director, it must consider his reappointment as a non- independent director. July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Vineet Nayyar For Against Vineet Nayyar, 80, is the Vice September SHIPPING CO. LTD. (DIN: 00018243) as Chairperson at IL&FS. He 2019 Independent Director has been appointed to this for three years w.e.f. 25 role after the government September 2019 and replaced the entire board approve his continuation of the company. He was on the board originally appointed as Director of the company on 24 March 2004. The company seeks approval to reappoint him as Independent Director for three years w. E. F. 25 September 2019. Further, the company seeks approval for his continuation on the board post attaining 75 years of age, in line with the SEBI’s LODR. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain him as a director, it must consider his reappointment as a non- independent director. July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Reappoint Berjis Desai For For Berjis Desai, 62, is the former September SHIPPING CO. LTD. (DIN: 00153675) as Managing Partner of J. Sagar 2019 Non-Executive Non- Associates. He was originally Independent Director appointed as Director of the w.e.f. 25 September 2019 company on 27 October 2006. The company seeks approval to reappoint him as Non-Executive Non- Independent Director w. E. F. 25 September 2019, liable to retire by rotation. He has attended all the meetings held in FY19. His reappointment is in line with the statutory requirements.

123 July 2019 - 08-Aug-2019 GREAT EASTERN AGM Management Approve re-classification For For Asha Sheth group and Nagu September SHIPPING CO. LTD. of Asha Sheth Group group collectively own 2. 36% 2019 and Nagu Group from of the shares of the company. promoter group to public They do not participate in the day-to-day functioning of the company, nor do they exercise any control over the decisions of the company. Their reclassification will not have any material impact on the ownership pattern. Post the reclassification the promoter holding will come down from 29. 7% to 27. 3%. July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Adoption of standalone For For The auditors have not issued September SERVICES and consolidated any adverse qualifications for 2019 SOFTWARE LTD. financial statements for the financial statements. the year ended 31 March 2019 July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management To reappoint Ms. For For Ms. Kimberly Woolley, 47, September SERVICES Kimberly Woolley (DIN: is the Assistant General 2019 SOFTWARE LTD. 07741017) as Director Counsel and Assistant Secretary for Oracle Corporation. She was appointed as Director of the company in May 2009. She has attended all the meetings held in FY19. She retires by rotation and her reappointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Shareholder Appoint Yong Meng For For Yong Meng Kau, 55, is the September SERVICES Kau (DIN: 08234739) Vice President for Legal 2019 SOFTWARE LTD. as Non-Executive Non- and Deputy Regional Independent Director General Counsel for Oracle Corporation. He was appointed as Additional Director of the company on 2 November 2018. The company proposes to appoint him as Non-Executive Non- Independent Director, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Shareholder Appoint Vincent Secondo For For Vincent Secondo Grelli, 67, September SERVICES Grelli (DIN: 08262388) is the Vice President for 2019 SOFTWARE LTD. as Non-Executive Non- Tax, Asia Pacific Region Independent Director for Oracle Corporation. He was appointed as Additional Director of the company on 2 November 2018. The company proposes to appoint him as Non-Executive Non- Independent Director, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Shareholder Appoint Ms. Jane Murphy For For Ms. Jane Murphy, 52, is the September SERVICES (DIN: 08336710) as Founder and President of 2019 SOFTWARE LTD. Independent Director European Data Protection for a term up to 31 Office (EDPO). She was December 2023 appointed as Additional Director of the company on 13 February 2019. The company proposes to appoint her as Independent Director for a term up to 31 December 2023. Her appointment is in line with the statutory requirements.

124 July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Appoint Makarand For For Makarand Padalkar, 59, is September SERVICES Padalkar (DIN: the CFO of the company. He 2019 SOFTWARE LTD. 02115514) as Whole-time was appointed as Additional Director and CFO for five Director of the company on years up to 8 May 2024 9 May 2019. The company proposes to appoint him as Whole-time Director and CFO for five years up to 8 May 2024, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Approve remuneration For For Prior to his appointment September SERVICES terms of Makarand on the board, Makarand 2019 SOFTWARE LTD. Padalkar (DIN: Padalkar was paid a 02115514) as Whole-time remuneration of Rs. 44. Director and CFO for five 4 mn in FY19, including years w.e.f. 9 May 2019 stock options. He is also up to 8 May 2024 entitled to stock options, the details of which have not been disclosed by the company. His estimated remuneration for FY20 is Rs. 48. 8 mn. While this is higher than some peers, it commensurate with the size and scale of operations. Further, Makarand Padalkar is a professional and an industry veteran whose skills carry market value. July 2019 - 08-Aug-2019 ORACLE FINANCIAL AGM Management Reappoint Sridhar For For Sridhar Srinivasan, 59, is September SERVICES Srinivasan (DIN: a Senior Advisor at Oliver 2019 SOFTWARE LTD. 07240718) as Wyman. He was appointed Independent Director for as Director of the company five years w.e.f. 1 April on 23 July 2015. The 2020 up to 31 March company seeks to reappoint 2025 him as Independent Director for five years w. E. F. 1 April 2020 up to 31 March 2025. He has attended all the meetings held in FY19. His reappointment is in line with the statutory requirements. July 2019 - 08-Aug-2019 WONDERLA AGM Management Adoption of standalone For For No qualification in the September HOLIDAYS LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 08-Aug-2019 WONDERLA AGM Management Declare final dividend of For For The company has proposed September HOLIDAYS LTD. Rs. 1.8 per equity share a final dividend of Rs. 1. 8 2019 (face value Rs. 10.0) per equity share of face value Rs. 10. 0 for the year ended 31 March 2019. The total dividend outflow including dividend tax is Rs. 0. 1 bn. The dividend payout ratio is 21. 9%. July 2019 - 08-Aug-2019 WONDERLA AGM Management To reappoint Ms. Priya For Against Ms. Priya Joseph is part of September HOLIDAYS LTD. Joseph (DIN:00027560), the promoter group and has 2019 as Director been on the board for 16 years. She attended 17% of the meetings in FY19 and 44% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a 75% attendance threshold for board meetings in the three-year cycle prior to re- appointment.

125 July 2019 - 08-Aug-2019 WONDERLA AGM Management To reappoint M. For For M. Ramachandran, 67, September HOLIDAYS LTD. Ramachandran has been on the board 2019 (DIN: 07972813) as since November 2017 as Independent Director Chairperson. The company and Chairperson for five proposes to re-appoint his years with effect from 15 post expiry of his current November 2019 term on 15 November 2019. His reappointment is in line with statutory requirements. July 2019 - 08-Aug-2019 WONDERLA AGM Management To approve payment For For Recent amendments to September HOLIDAYS LTD. of remuneration to SEBI LODR Regulation 2019 Arun Chittilappilly, 2015 (Exhibit 5) require Non-Executive Director shareholders’ approval in excess of 50% of the every year in which annual total annual remuneration remuneration payable to a payable to all single non-executive director nonexecutive directors exceeds 50% of the total annual remuneration to all non-executive directors. Arun Chittilappilly, part of the promoter group has been re- designated as Non-Executive Director with effect from 09 July 2018 from his position as Managing Director. He is also the Technical Advisor of Wonderla and is being paid remuneration for rendering services as Technical Advisor to the Company. For the period July 2018 to March 2019, as non-executive he received a total amount of Rs. 4. 8 mn, inclusive of advisory fee. The total commission paid to non- executives was Rs. 8. 7mn, of which 55% was paid to Arun Chittilappilly. The company has not disclosed the quantum of technical advisory fee that was paid and is payable to Arun Chittilappilly. July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Adoption of financial For For No qualification in the September LTD. statements for the year auditor's report. 2019 ended 31 March 2019 July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Declare dividend of For For The total dividend for the September LTD. Rs.3.5 per share year amounts to Rs. 4. 3 bn. 2019 The dividend payout is 26. 9% (39. 5% in FY18). July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Reappoint Mukesh M For For Mukesh M Patel is the former September LTD. Patel (DIN: 00053892) Chairperson of Ahmedabad 2019 as a Non-Executive Non- Stock Exchange. He Independent Director retires by rotation. His liable to retire by rotation reappointment is in line with the statutory requirements. July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Appoint Bhadresh K For For Bhadresh K Shah is the is September LTD. Shah (DIN: 00058177) as the Founder and Managing 2019 an Independent Director Director of AIA Limited. His from 6 December 2018 to appointment is in line with 5 December 2023 statutory requirements. July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Reappoint Ms. For For Ms. Dharmishtaben N September LTD. Dharmishtaben N Raval Raval is an advocate and 2019 (DIN: 02792246) as an is presently the Secretary Independent Director of the Indian Law Institute from the conclusion of of Gujarat State Unit. Her the FY19 AGM to the reappointment is in line with conclusion of FY24 AGM the statutory requirements. July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Ratify remuneration of For For The proposed remuneration September LTD. Rs. 1.15 mn payable to to be paid to the cost auditor 2019 Dalwadi & Associates, in FY20 is reasonable cost auditors for FY20 compared to the size and scale of operations.

126 July 2019 - 09-Aug-2019 CADILA HEALTHCARE AGM Management Approve change in For For The current registered office September LTD. registered office of is within the local limits of 2019 company outside the Ahmedabad. New office local limits of Ahmedabad premises named Zydus but within the state of Corporate Park are being Gujarat set up outside the local city limits of Ahmedabad. The shifting of the registered office to this new premises will be operationally and administratively efficient for the company. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Adoption of standalone For For No qualification in auditor's September and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management To declare a divided of For For The total dividend outflow September Rs. 4.0 per equity share including dividend tax is Rs. 2019 of face value of Re. 1.0 0. 7 bn. The dividend pay-out each ratio is 29. 3%. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint N. Ram For For N. Ram Prasad, 63, is the September Prasad (DIN: 00145558) Director of Srinivasa Cystine 2019 as Director Limited. He was appointed as Director of the company on 7 April 1993. He has attended 4 out of 5 i. E. 80% of the meetings held in FY19. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Wai Yat Paco For For Wai Yat Paco Lee, 53, is the September Lee (DIN: 02931372) as General Manager at Thai 2019 Director Union Frozen Products. He was appointed as Director of the company on 14 July 2012. He has attended 4 out of 5 i. E. 80% of the meetings held in FY19. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Appoint A. Venkata For Against A Venkata Sanjeev, 27, September Sanjeev (DIN: 07717691) has worked as Operations 2019 as Director Manager of the company for five years. He was appointed as Additional Director of the company on 7 June 2019. The board seeks to appoint him as Director, liable to retire by rotation. We believe that A. Venkata Sanjeev, although academically well qualified, does not have enough experience to be on the board of a listed company. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Appoint A. Venkata For Against His proposed remuneration September Sanjeev (DIN: 07717691) for FY20 is ~Rs. 5. 5 2019 as Whole-time Director mn, which is reasonable. for five years w.e.f. 9 However, our view on his August 2019 and fix his appointment is linked with remuneration resolution #5.

127 July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Approve payment of For Against The company currently has September remuneration in excess two promoter executives 2019 of regulatory thresholds on the board, Indra Kumar to promoter executive (Chairperson) and A. Venkata directors Sanjeev (ED), who has joined the board this financial year. The company proposes to continue with their approved remuneration structure till the end of their respective terms such that the annual pay during this remaining period may exceed the regulatory thresholds (Rs. 50 mn or 2. 5% of net profits, whichever is higher). In FY19, Indra Kumar was paid Rs. 167. 8 mn. This is at 600X the median remuneration and is high compared to industry peers. It amounts to 6. 2% of FY19 PAT. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint A. V. Achar For Against A V Achar, 79, is a legal September (DIN: 00325886) as expert. He was appointed as 2019 Independent Director for Director of the company on two years w.e.f. 2 August 7 April 1993. The company 2019 proposes to reappoint him as Independent Director for two years w. E. F. 2 August 2019. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint B V Kumar For Against B V. Kumar, 85, is a September (DIN:00521139) as Director at Avanti Feeds 2019 Independent Director for since 26 September 2002. two years w.e.f. 2 August The company proposes 2019 to reappoint him as Independent Director for two years w. E. F. 2 August 2019. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Mulakala For Against Mulakala Surya Prakasa September Surya Prakasa Rao Rao, 65, is a Director at 2019 (DIN: 00482071) as Avanti Feeds since 27 Independent Director for April 2005. The company two years w.e.f. 2 August proposes to reappoint him as 2018 Independent Director for two years w. E. F. 2 August 2018. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment.

128 July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Kamireddy For Against Kamireddy Ramamohana September Ramamohana Rao Rao, 69, is a Director at Avanti 2019 (DIN:02384687) as Feeds since 26 September Independent Director for 1998. The company two years w.e.f. 2 August proposes to reappoint him as 2018 Independent Director for two years w. E. F. 2 August 2018. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Nanduri For For Nanduri Venkata Divakara September Venkata Divakara Somaraju, 71, is a Director 2019 Somaraju (DIN: at Avanti Feeds since 11 05183133) as March 2015. The company Independent Director for proposes to reappoint him five years w.e.f. 9 August as Independent Director for 2018 five years w. E. F. 9 August 2018. He has attended all the meetings held in FY19. His reappointment is in line with the statutory requirements. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Reappoint Kaza For For Kaza Kiranmanyee, 51, is September Kiranmanyee (DIN: a Director at Avanti Feeds 2019 07117423) as since 11 March 2015. Independent Director for The company proposes five years w.e.f. 9 August to reappoint him as 2018 Independent Director for five years w. E. F. 9 August 2018. He has attended all the meetings held in FY19. His reappointment is in line with the statutory requirements. July 2019 - 09-Aug-2019 AVANTI FEEDS LTD. AGM Management Appoint Jasthi Venkata For For Jasthi Venkata Ramudu, September Ramudu (DIN: 03055480) 64, is the retired Director 2019 as Independent Director General of Police of Andhra for five years w.e.f. 10 Pradesh. He was appointed November 2018 as Additional Director of the company on 10 November 2018. The company proposes to appoint him as Independent Director for five years w. E. F. 10 November 2018. His appointment is in line with the statutory requirements. July 2019 - 09-Aug-2019 BRITANNIA AGM Management Adoption of standalone For For No qualification in the September INDUSTRIES LTD. financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 09-Aug-2019 BRITANNIA AGM Management Adoption of consolidated For For No qualification in the September INDUSTRIES LTD. financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 09-Aug-2019 BRITANNIA AGM Management Declare a final dividend For For The total dividend payout September INDUSTRIES LTD. of Rs 15 per share of (including dividend 2019 face value Rs 1.0 each distribution tax) for FY19 aggregates to Rs 4. 3 bn. The dividend payout ratio for FY19 was 38. 7%.

129 July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Ness N. For Against Ness N. Wadia is part of September INDUSTRIES LTD. Wadia (DIN: 00036049) the promoter group and a 2019 as Director liable to retire non-executive director of by rotation the company. We believe the independent directors (of the NRC and the board) must provide clarity on how they view Ness Wadia’s suspended sentence given by the Japanese courts. Although Ness Wadia’s reappointment may be legally compliant, we are unable to support the resolution given that the independent directors have not articulated their views on the matter. July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint BSR & Co For For BSR & Co LLP were September INDUSTRIES LTD. LLP as statutory auditors appointed as the auditors in 2019 for a period of one year FY11. In another year, they and fix their remuneration will complete 10 years – at Rs.11.2 mn for FY20 accordingly, they can only be reappointed for this duration. Their reappointment is in line with the statutory requirements. The proposed remuneration is reasonable, given the size and scale of operations. However, we raise concern over the possible implications on BSR & Co. LLP regarding investigations conducted by government bodies on one of its associate firms. July 2019 - 09-Aug-2019 BRITANNIA AGM Management Appoint Ms. Tanya For For Ms. Tanya Dubash is September INDUSTRIES LTD. Dubash (DIN: 00026028) Executive Director and 2019 as Independent Director Chief Brand Officer of for a period of five years Godrej Industries Ltd. Her w.e.f 7 February 2019 appointment is in line with statutory requirements. July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Avijit Deb For Against Avijit Deb is a solicitor. He September INDUSTRIES LTD. (DIN: 00047233) as has been on the board since 2019 Independent Director June 1996. Since he will for a period of five years cross 75 years of age during w.e.f 12 August 2019 his term, the company is also seeking approval for his continuation till the end of his proposed term. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing him as a non- independent non-executive director.

130 July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Keki Dadiseth For Against Keki Dadiseth is the former September INDUSTRIES LTD. (DIN: 00052165) as Chairperson of Hindustan 2019 Independent Director Unilever. He has been on the for a period of five years board since May 2006. Since w.e.f 12 August 2019 he will cross 75 years of age during his term, the company is also seeking approval for his continuation till the end of his proposed term. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing him as a non- independent non-executive director. July 2019 - 09-Aug-2019 BRITANNIA AGM Management Reappoint Ajai Puri For Against Ajai Puri is a former Senior September INDUSTRIES LTD. (DIN: 02631587) as Vice President Technical 2019 Independent Director (Science and Technology) at for a period of five years The Minute Maid Company. w.e.f 12 August 2019 He has been on the board since April 2009 and completed a ten-year tenure in April 2019. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing him as a non- independent non-executive director. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management Adoption of standalone For For No qualifications by auditors. September and consolidated 2019 accounts for the year ended 31 March 2019 together with the reports of the directors and the auditors July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To declare dividend of For For Given the financial September Rs. 1.0 per share on performance for fiscal 2019, 2019 equity shares of face ICICI Bank has reduced its value Rs. 2 per share dividend to Rs. 1. 0 per equity share in FY19 (down 33. 3% from Rs 1. 5 per share paid in FY18). The payout ratio is at 19. 2%. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To reappoint Anup Bagchi For For Anup Bagchi, 48, is an September (DIN: 00105962), as executive director on the 2019 director liable to retire by board of the Bank. He rotation retires by rotation. His reappointment as director is in line with all statutory requirements.

131 July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To reappoint Walker For For ICICI Bank proposes to September Chandiok & Co LLP as reappoint Walker Chandhiok 2019 statutory auditors at a & Co LLP as statutory remuneration of Rs 37.8 auditors for a year. They mn plus out of pocket were appointed in the expenses of Rs 3.0 mn AGM of 2018 replacing for FY20 BSR & Co. LLP. The proposed remuneration is commensurate with the size and operations of the bank. The reappointment is in line with statutory requirements. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To authorize the board For For ICICI Bank has a presence September of directors to appoint in 15 countries. The bank 2019 branch auditors and fix seeks shareholder approval their remuneration to authorize the board to appoint branch auditors to its branches/offices within and outside India for the year ending 31 March 2020 and to fix their remuneration. The appointment will be in consultation with the statutory auditors of the bank. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Hari L. For For Hari Mundra, 69, is a September Mundra (DIN: 00287029), professional who has held 2019 as Independent Director executive board positions for five years till 25 in Hindustan Unilever Ltd. , October 2023 the RPG group, Wockhardt group and Essar Oil. He has been a visiting professor at IIM Ahmedabad. His appointment is in line with all statutory requirements. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Ms. For For Ms. Rama Bijapurkar, 62, is September Rama Bijapurkar an independent management 2019 (DIN: 00001835), as consultant working in Independent Director for business-market strategy. five years till 13 January She is a visiting faculty at 2024 IIM Ahmedabad and is co- founder of People Research on India’s Consumer Economy. Her appointment is in line with all statutory requirements. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint B. Sriram For For B. Sriram, 60, is former MD September (DIN: 02993708), as & CEO,IDBI Bank, former 2019 Independent Director for MD, State Bank of India five years till 13 January and former MD, State Bank 2024 of Bikaner & Jaipur. His appointment is in line with all statutory requirements. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Subramanian For For Subramanian Madhavan, September Madhavan (DIN: 62, is former senior partner 2019 06451889), as and executive director with Independent Director PricewaterhouseCoopers, for five years till 13 April India. He is currently acting 2024 as Co-Chairman of the GST Task Force, constituted by FICCI. His appointment is in line with all statutory requirements.

132 July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Sandeep For For Sandeep Bakhshi, 58, is September Bakhshi, (DIN: being appointed as MD 2019 00109206) as MD & CEO & CEO of the Bank from for five years from 15 October 2018. He was paid October 2018 and to fix a remuneration of Rs 160. his remuneration 7 mn from ICICI Prudential Life Insurance Company and from ICICI Bank (this includes performance bonus and fair value of ESOPs of both the companies) for FY19. As per our estimates his proposed cash payout will be Rs 96. 7 mn for FY20 and ~ Rs 162. 1 mn including the fair value of ESOP’s. The proposed remuneration is consistent with the size and complexities of the business of ICICI Bank and comparable to that paid to peers in the industry. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Sandeep For For Sandeep Batra, 53, has September Batra (DIN: 03620913) as worked with the ICICI Group 2019 director liable to retire by for the last 18 years. He rotation is being appointed as the Whole-time Director. Earlier he was Executive Director - ICICI Prudential Life Insurance. His appointment is in line with all statutory requirements. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To appoint Sandeep For For As per our estimates September Batra (DIN: 03620913) Sandeep Batra’s proposed 2019 as executive director cash payout will be Rs 70. 7 for five years from 7 mn for FY20 and ~ Rs 136. May 2019 and to fix his 0 mn including the fair value remuneration of ESOP’s. The proposed remuneration is consistent with the size and complexities of the business of ICICI Bank and comparable to that paid to peers in the industry. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For N. S. Kannan stepped off September remuneration payable the board of ICICI Bank 2019 to N. S. Kannan (DIN: and was appointed as MD 00066009) erstwhile & CEO of ICICI Prudential Executive Director from Life Insurance Company 1 April 2018 till 18 June from 19 June 2018. His 2018 remuneration for FY19 was Rs 135. 4 mn (this includes performance bonus and fair value of ESOPs for FY18 given in FY19). The fixed remuneration will be pro-rated for his tenure in ICICI Bank. The bank also proposes a variable pay of Rs 3. 5 mn for his tenure with ICICI Bank in FY19, which will be paid in FY20. This revision is comparable to that paid to peers.

133 July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For Vishakha Mulye was paid a September remuneration payable remuneration of Rs 131. 1 2019 to Ms. Vishakha Mulye mn for FY19 (this includes (DIN: 00203578), performance bonus and fair Executive Director from 1 value of ESOPs). As per April 2018 our estimates her proposed cash payout will be Rs 70. 7 mn for FY20 and ~ Rs 136. 2 mn. Including the fair value of ESOP’s. The proposed remuneration is consistent with the size and complexities of the business of ICICI Bank and comparable to that paid to peers in the industry. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For Vijay Chandok was paid a September remuneration payable remuneration of Rs 124. 9 2019 to Vijay Chandok (DIN: mn for FY19 (this includes 01545262), Executive performance bonus and fair Director from 1 April 2018 value of ESOPs). As per our estimates his proposed cash payout will be Rs 68. 9 mn for FY20 and ~ Rs 134. 4 mn including the fair value of ESOP’s. The proposed remuneration is comparable to that paid to peers in the industry. Vijay Chandok has moved from ICICI Bank to ICICI Securities as its MD & CEO from May 2019. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve revision in For For Anup Bagchi was paid a September remuneration payable remuneration of Rs 123. 5 2019 to Anup Bagchi (DIN: mn for FY19 (this includes 00105962), Executive performance bonus and fair Director from 1 April 2018 value of ESOPs). As per our estimates his proposed cash payout will be Rs 67. 3 mn for FY20 and ~ Rs 132. 7 mn including the fair value of ESOP’s. The proposed remuneration is consistent with the size and complexities of the business of ICICI Bank and comparable to that paid to peers in the industry. July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve amendments For For The MoA of the bank has September to the Memorandum of been drafted under the 2019 Association Companies Act 1956, the bank proposes to amend the MoA and align it to the Companies Act 2013 and rules made thereunder. The draft MoA is available on the bank’s website for review.

134 July 2019 - 09-Aug-2019 I C I C I BANK LTD. AGM Management To approve adoption For For The bank seeks approval of September of revised Articles of shareholders for the adoption 2019 Association of the new set of AoA by aligning it with the provisions of Companies Act, 2013. The draft AoA is available on the bank’s website for review. We note that Article 184(b) authorizes the bank to charge expenses to shareholders in advance for the dispatch of documents in the mode requested by them. We don’t encourage this practice as it may discourage shareholders from seeing information. However, the bank has a practice of sending documents by electronic mode and/or courier/speed-post to its shareholders. We expect the bank will continue with this practice. July 2019 - 10-Aug-2019 K N R Postal Ballot Management Option to lenders for For For Following changes to the September CONSTRUCTIONS conversion of loans / or RBI regulation, lenders are 2019 LTD. interest payable into fully required to have the right to paid-up equity shares in convert their debt to equity the event of default in case of default. Therefore, this safeguard for lenders is being built into the company’s lending documentation. July 2019 - 10-Aug-2019 K N R Postal Ballot Management Revise remuneration For Against In a PB held in November September CONSTRUCTIONS of K Narasimha Reddy, 2016, K Narasimha Reddy’s 2019 LTD. Managing Director, w.e.f. terms of remuneration were 1 April 2019 for the revised and approved by remaining period of his shareholders. The company tenure (31 March 2021) now proposes to revise the remuneration structure with effect from 1 April 2019. We do not favor frequent revisions in remuneration terms in a single term. K Narasimha Reddy’s remuneration was Rs. 50. 4 mn in FY18 which was 328x the median employee salary. His estimated FY19 remuneration of Rs. 106. 4 mn is significantly higher than peers. As a good governance practice, we expect companies to cap the absolute amount of commission payable to directors.

135 July 2019 - 10-Aug-2019 K N R Postal Ballot Management Revise remuneration For Against In a PB held in November September CONSTRUCTIONS of K Jalandhar Reddy, 2016, K Jalandhar Reddy’s 2019 LTD. Executive Director, w.e.f. terms of remuneration were 1 April 2019 for the revised and approved by remaining period of his shareholders. The company tenure (31 March 2021) now proposes to revise the remuneration structure with effect from 1 April 2019. We do not favor frequent revisions in remuneration terms in a single term. K Jalandhar Reddy was paid a remuneration of Rs. 33. 6 mn in FY18 which is 219x the median employee salary. His estimated FY19 remuneration of Rs. 70 mn is significantly higher than peers. As a good governance practice, we expect companies to cap the absolute amount of commission payable to directors. July 2019 - 10-Aug-2019 K N R Postal Ballot Management Reappoint B V Rama For Against B V Rama Rao, Former Chief September CONSTRUCTIONS Rao (DIN : 00972552) as Secretary, Govt of Andhra 2019 LTD. Independent Director for Pradesh has been on the five years w.e.f 1 October board as an Independent 2019 Director since December 2005. Although his reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider his reappointment as a non- independent director. July 2019 - 10-Aug-2019 K N R Postal Ballot Management Reappoint L B Reddy For Against L B Reddy is the Senior September CONSTRUCTIONS (DIN : 00956445) as Partner of LB Reddy & Co. 2019 LTD. Independent Director for He has been on the board five years w.e.f 1 October as an Independent Director 2019 since December 2005. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider his reappointment as a non- independent director. July 2019 - 10-Aug-2019 K N R Postal Ballot Shareholder Appoint Ms. G C Rekha For For Ms. G C Rekha is a billing September CONSTRUCTIONS (DIN : 08464587) as and coding specialist and an 2019 LTD. Independent Director for administrator in the health five years w.e.f 1 October sector. Her appointment 2019 as an independent director is in line with statutory requirements. However, we expect the company to provide a more detailed profile of the director.

136 July 2019 - 10-Aug-2019 K N R Postal Ballot Management To approve borrowing For Against The company’s current September CONSTRUCTIONS limit of Rs 50 bn over and outstanding debt is well 2019 LTD. above the aggregate of within its already approved paid up capital and free limit of Rs. 20 bn. Yet, it reserves is seeking approval for an increase in the limit to Rs. 50 bn over and above networth. The proposed increase in limit is in spite of having an additional headroom within existing limits. While the company’s current debt to equity ratio is at reasonable levels of 0. 5x, if it raises debt to the extent of the proposed limit, the debt to equity ratio could deteriorate to well over 6. 0x. Companies must approach shareholders for an increase in borrowing limit as and when they need it, rather than get a large limit approved. While we understand the need for companies to present enabling resolutions, but these must be at judicious levels. July 2019 - 10-Aug-2019 K N R Postal Ballot Management Create charge or For For The company would need to September CONSTRUCTIONS mortgage on the assets create a charge on its assets 2019 LTD. of the company to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Adoption of standalone For For No qualification in the September LTD. and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Declare a dividend of Rs. For For Dhanuka Agritech Ltd has September LTD. 0.6 per share (FV Rs.2.0) proposed a final dividend of 2019 Rs. 0. 6 per share. In FY19, the total dividend including divided distribution tax amounts to Rs. 34. 4mn. The dividend payout ratio is 3. 1% vs 25. 7% in FY18. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Reappoint Arun For For Arun Kumar Dhanuka is part September LTD. Kumar Dhanuka (DIN: of the promoter entity. He is 2019 00627425) as an in charge of Sanand factory Executive Director operations. He is liable to retire by rotation and his reappointment is in line with statutory requirements. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Reappoint Rahul For For Rahul Dhanuka is part of September LTD. Dhanuka (DIN: the promoter entity and is 2019 00150140) as an the marketing director. He is Executive Director liable to retire by rotation and his reappointment is in line with statutory requirements. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Approve remuneration For For The total remuneration September LTD. of Rs.220,000 for S. proposed is reasonable 2019 Chander & Associates as compared to the size and cost auditors for FY20 scale of the company’s operations. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Appoint Bajrang Lal Bajaj For For Bajran Lal Bajaj is a fellow September LTD. (DIN: 00041909) as an member of ICAI and ICSI. He 2019 Independent Director is the Managing Director of for a period of five years Dynamic Orbits Consultancy. w.e.f. 21 May 2019 His appointment is line with statutory requirements.

137 July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Appoint Ms. Namrata For For Ms. Namrata Gupta is a September LTD. Gupta (DIN: 08358673) member of International 2019 as an Independent Association of Counselling Director for a period of (IAC). She is having over five years w.e.f. 21 May 10 years of experience in 2019 Relationship Counselling, Master practitioner of Neuro Linguistic programme. Her appointment is in line with statutory requirements. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Reappoint Mahendra For For Mahendra Kumar Dhanuka September LTD. Kumar Dhanuka (DIN: is part of promoter entity 2019 00628039) as Managing and Managing Director of Director for a period the company. He is liable of five years w.e.f. 14 to retire by rotation. He was August 2019 and fix his paid Rs. 42. 4mn in FY19. remuneration, which His proposed remuneration might be in excess of is Rs. 44. 5mn. The proposed regulatory thresholds pay is in line with the size and complexity of the business and comparable to peers in the industry. His reappointment is line with statutory requirements. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Appoint Harsh Dhanuka For For Harsh Dhanuka is part of the September LTD. (00199516) as Whole promoter group. He has been 2019 time Director for a period associated with the company of five years w.e.f. 21 since last 11 years as Vice May 2019 and fix his President – Marketing. His remuneration, which proposed remuneration is might be in excess of Rs. 15. 9mn which is line with regulatory thresholds the size and complexity of the business and comparable to peers in the industry. His appointment is in line with statutory requirements. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Revise the commission For Against Dhanuka Marketing September LTD. terms and enable Company (DMC) has been 2019 Dhanuka Marketing providing clearing and Company to provide forwarding agent services clearing and forwarding to Dhanuka Agritech Limited services for the South since 1980. It has proposed to and East Zones for three revise the commission terms years from FY20 with Dhanuka Marketing Company from 2% from 1%. The company proposes to expand DMC’s services to the South and East zones. The company has not given details regarding the transactions with DMC in the past. It has also not specified the quantum of transactions to be carried out with DMC going forward. July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Approve increase in For For This appears to be an September LTD. borrowing limit to Rs. 2.0 enabling resolution, since 2019 bn over and above the the company has been networth conservative in raising debt in the past. As on 31 March 2019, the company had a consolidated debt of Rs. 0. 2bn. It had a debt/equity ratio of 0. 1x and a debt/EBITDA of 0. 1x. If the company were to raise the entire debt, its credit protection measures would remain at reasonable levels. Therefore, we support the resolution. However, we raise concern over the rolling nature of the proposed borrowing limit.

138 July 2019 - 12-Aug-2019 DHANUKA AGRITECH AGM Management Approve creation For For Secured loans generally have September LTD. of charges on the easier repayment terms, less 2019 company’s assets up to restrictive covenants, and the borrowing limit lower interest rates. July 2019 - 12-Aug-2019 RELIANCE AGM Management Adoption of standalone For For Financial analysis is helpful. September INDUSTRIES LTD. financial statements for 2019 the year ended 31 March 2019 July 2019 - 12-Aug-2019 RELIANCE AGM Management Adoption of consolidated For For Financial analysis is helpful. September INDUSTRIES LTD. financial statements for 2019 the year ended 31 March 2019 July 2019 - 12-Aug-2019 RELIANCE AGM Management Declare final dividend of For For The total dividend outflow September INDUSTRIES LTD. Rs. 6.5 per equity share including dividend tax for 2019 (face value Rs. 10.0) FY19 is Rs. 49. 6 bn. The dividend payout ratio is 14. 1%. July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint Pawan Kumar For For Pawan Kumar Kapil, 74, September INDUSTRIES LTD. Kapil (DIN: 02460200) as is the Whole-time Director, 2019 Director Reliance Industries Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint Ms. Nita For For Ms. Nita Ambani, 57, is the September INDUSTRIES LTD. Ambani (DIN: 03115198) Founder and Chairperson, 2019 as Non-Executive Non- Reliance Foundation. She Independent Director retires by rotation and her reappointment is in line with statutory requirements. July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint P.M.S. Prasad For For P. M. S. Prasad’s past September INDUSTRIES LTD. as Whole-time Director remuneration has been in line 2019 for five years from 21 with company performance. August 2019 and fix his He is a professional remuneration and his estimated FY20 remuneration of Rs. 144. 5 mn excluding stock options is in line with peers and commensurate with the size and complexity of the business. There is no clarity on the performance linked incentive and stock option component of his remuneration – we expect companies to cap the performance linked incentive and disclose the likely quantum of stock options which will be issued. July 2019 - 12-Aug-2019 RELIANCE AGM Management Reappoint Raminder For For Raminder Singh Gujral, 66, September INDUSTRIES LTD. Singh Gujral (DIN: is Former Finance Secretary, 2019 07175393) as Government of India. He has Independent Director for been on the board of the five years from 12 June company for over four years. 2020 His reappointment is in line with statutory requirements. July 2019 - 12-Aug-2019 RELIANCE AGM Management Appoint Ms. Arundhati For For Ms. Arundhati Bhattacharya, September INDUSTRIES LTD. Bhattacharya (DIN: 63, is the Former 2019 02011213) as Chairperson, State Bank Independent Director of India. Her appointment for five years from 17 is in line with statutory October 2018 requirements. July 2019 - 12-Aug-2019 RELIANCE AGM Management Ratify payment of For For The total remuneration September INDUSTRIES LTD. aggregate remuneration proposed to be paid to the 2019 of Rs. 6.7 mn to cost cost auditors in FY20 is auditors for FY20 reasonable compared to the size and scale of operations. July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Adoption of standalone For For Financial analysis is helpful. September LTD. and consolidated 2019 financial statements for the year ended 31 March 2019

139 July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Approve final dividend of For For The company proposes to September LTD. Rs.13 per equity share of pay a dividend of Rs. 13 per 2019 face value of Rs.10 each share (FV Rs. 10). Total cash outgo (including dividend tax) is estimated to be Rs. 2. 1 bn, increase from Rs. 2. 0 bn paid in the previous year. Dividend payout ratio is 42. 8% v/s 49. 5% in the previous year. July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Reappoint Madhu S Nair For For Madhu S Nair, is the September LTD. (DIN: 07376798), as Chairperson and Managing 2019 Director Director of Cochin Shipyard Limited. He has been on the board of the company for 3 years. His appointment is in line with statutory requirements. July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Authorize the board to fix For For The Comptroller & Auditor September LTD. remuneration of statutory General of India (C&AG) 2019 auditors appointed by the appoints the statutory Comptroller and Auditor auditors. As per Section General of India for FY20 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 2. 4 mn in FY19 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY20 to be in same range. July 2019 - 13-Aug-2019 COCHIN SHIPYARD AGM Management Approve payment For For The total remuneration September LTD. of Rs.125,000 as proposed to be paid to the 2019 remuneration to KA Felix cost auditors is reasonable & Co, cost auditors for compared to the size and FY20 scale of operations. July 2019 - 13-Aug-2019 GATEWAY AGM Management Adoption of standalone For For Financial analysis is helpful. September DISTRIPARKS LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 13-Aug-2019 GATEWAY AGM Management To confirm interim For For The interim dividend per September DISTRIPARKS LTD. dividends aggregating share fell 35. 7% from Rs 7. 2019 Rs. 4.5 per share of face 0 per share in the last three value Rs.10.0 years to Rs 4. 5 per share in FY19. The total dividend outflow including dividend tax for FY18 is Rs. 588. 9 mn. The dividend payout ratio is 66. 8%. July 2019 - 13-Aug-2019 GATEWAY AGM Management Reappoint Ms. Mamta For For Ms. Mamta Gupta is wife of September DISTRIPARKS LTD. Gupta (DIN: 00160916) Promoter Chairman & MD, 2019 as a Non-Executive Non- Prem Kishan Gupta. She is a Independent Director partner in the family business firm - Newsprint Trading and Sales Corporation and is involved in its business development. She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

140 July 2019 - 13-Aug-2019 GATEWAY AGM Management To approve payment For Against Overall family remuneration September DISTRIPARKS LTD. of remuneration to aggregated Rs. 103. 8mn, 2019 executive director(s) who which was 20. 2% of pre-tax are promoters in excess profits before one-time gains. of Rs. 50 mn or 2.5% of The family remuneration the net profits (whichever increased by 58% in FY19, is higher) individually; or on the back of one-time 5% of the net profits in gains on revaluation of aggregate, as required subsidiary investments. The under the SEBI LODR remuneration payout, to that extent, is not aligned to actual performance. The current terms of remuneration allow Prem Kishan Gupta and Ishaan Gupta commission upto 5% of profits each. Even so, the aggregate family remuneration has outpaced growth in revenues and profits over the past five years. Further, we do not support remuneration from subsidiary companies since it does not allow shareholder to vote on the resolution. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Adoption of standalone For For The Report of the September SYSTEMS LTD. & consolidated financial Independent Auditors does 2019 statements for the year not contain any qualifications. ended 31 March 2019 July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Confirm final dividend of For For The total dividend outflow September SYSTEMS LTD. Rs. 1.5 per equity share including dividend tax for 2019 (face value Re.1.0) FY19 is Rs. 5.7 bn. The dividend payout ratio is 70.1%. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Pankaj Mital For For Pankaj Mital, 53, and is Chief September SYSTEMS LTD. (DIN: 00194931) as Operating Officer, Motherson 2019 Director Sumi Systems Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Sushil Tripathi For For Sushil Tripathi, 73, is a September SYSTEMS LTD. (DIN: 00941922) as Retired IAS Officer. He 2019 Independent Director for has been on the board five years from 1 April for the past seven years. 2019 The company seeks approval to reappoint him as Independent Director for five years from 1 April 2019. Further, the company seeks approval for his continuation on the board post attaining 75 years of age, in line with the SEBI’s LODR. He will be 75 years in January 2021. His reappointment is in line with statutory requirements. We will consider him as Non-Independent once his overall tenure on the board exceeds ten years and will assess board composition accordingly.

141 July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Arjun Puri For Against Arjun Puri, 63, is a Graduate September SYSTEMS LTD. (DIN: 00211590) as in Economics. He has been 2019 Independent Director for on the board for the past five years from 1 April 14 years. Although his 2019 reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain him as a director, it must consider his reappointment as a non- independent director. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Gautam For For Gautam Mukherjee, 62, is September SYSTEMS LTD. Mukherjee (DIN: a Former VP, ICICI Bank 2019 02590120) as Limited. He has been on Independent Director for the board for the past seven five years from 1 April years. The company seeks 2019 approval to reappoint him as Independent Director for five years from 1 April 2019. His reappointment is in line with statutory requirements. We will consider him as Non-Independent once his overall tenure on the board exceeds ten years and will assess board composition accordingly. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Reappoint Ms. Geeta For For Ms. Geeta Mathur, 53, September SYSTEMS LTD. Mathur (DIN: 02139552) is former CFO, HelpAge 2019 as Independent Director India. She has been on for five years from 1 April the board for the past 2019 five years, since January 2014. The company seeks approval to reappoint her as Independent Director for five years from 1 April 2019. Her reappointment is in line with statutory requirements. We will consider her as Non-Independent once her overall tenure on the board exceeds ten years and will assess board composition accordingly. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Approve remuneration For For The total remuneration September SYSTEMS LTD. of Rs.1.38 mn for M. R. proposed to be paid to the 2019 Vyas and Associates as cost auditors in FY20 is cost auditors for FY20 reasonable compared to the size and scale of the company’s operations. July 2019 - 14-Aug-2019 MOTHERSON SUMI AGM Management Appoint Takeshi Fujimi For For Takeshi Fujimi, 58, is September SYSTEMS LTD. (DIN: 08501292) as nominee of Sumitomo 2019 Non-Executive Non- Wiring Systems Limited Independent Director and has been associated liable to retire by rotation, with the Sumitomo Group, from 11 July 2019 Japan since April 1984. His appointment is in line with statutory requirements. July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Adoption of standalone For For The financial statements September and consolidated have an unqualified opinion 2019 financial statements for from auditors. the year ended 31 March 2019

142 July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Reappoint Ms. For For Ms. Chua Sock Koong, 62, is September Chua Sock Koong Group CEO, Singtel Group. 2019 (DIN: 00047851) as She retires by rotation in the Non-Executive Non- forthcoming annual general Independent Director meeting. She attended four board meetings out of six (67%) held in FY19. Tao Yih Arthur Lang attended two board meetings as alternate director to Ms. Chua Sock Koong. We believe that elected directors must attend board meetings, either via teleconference or videoconferencing solutions; instead of relying on alternate directors. Therefore, her attendance is low at 67% of board meetings held in FY19 and 45% (10 out of 22, excluding those attended by alternate directors) meetings held over the past three years. Notwithstanding, we recognize the critical role played by her in representing Singtel Group as a promoter on the board of Bharti Airtel Limited. July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Reappoint V K For For V K Viswanathan, 69, is Non- September Viswanathan (DIN: Executive Chairperson and 2019 01782934) as Former MD, Bosch Limited. Independent Director His reappointment is in line for five years from 14 with statutory requirements. January 2019 July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Reappoint D K Mittal For For D K Mittal, 67, is a September (DIN: 00040000) as Retired IAS Officer. His 2019 Independent Director for reappointment is in line with five years from 13 March statutory requirements. 2019 July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Appoint Ms. Kimsuka For For Ms. Kimsuka Narasimhan, September Narasimhan (DIN: 55, is CFO, Kimberly- 2019 02102783) as Clark Asia Pacific. Her Independent Director for appointment is in line with five years from 30 March statutory requirements. 2019 July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve waiver of For For Sunil Bharti Mittal was September recovery of excess paid Rs. 310. 1 mn as 2019 remuneration of Rs. remuneration in FY19, which 211.9 mn paid in FY19 exceeds the maximum to Sunil Bharti Mittal as remuneration which could Executive Chairperson be paid under Section 197 of the Companies Act, 2013, due to inadequate profits. The company seeks shareholder approval to waive the recovery of excess remuneration of Rs. 211. 9 mn paid to him in FY19. While the waiver sought is high, Sunil Bharti Mittal’s remuneration over the past five years has remained flat. While competitive dynamics have impacted performance, Bharti Airtel has managed to maintain its market share and ARPU levels and protected its downside to a fair extent.

143 July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve waiver of For For Gopal Vittal was paid Rs. September recovery of excess 209. 1 mn as remuneration 2019 remuneration of Rs. in FY19, which exceeds 88.8 mn paid in FY19 to the maximum remuneration Gopal Vittal as Managing which could be paid under Director and CEO (India Section 197 of the Companies and South Asia) Act, 2013. The company seeks shareholder approval to waive the recovery of excess remuneration of Rs. 88. 8 mn paid to him in FY19. We recognize that the telecom industry is currently in the midst of an intensely competitive environment. However, Bharti Airtel has managed to maintain its market share and ARPU levels and protected its downside to a fair extent. We do not encourage stock options granted at face value, however, we make an exception in this case because of the need to incentivize and retain top talent during extenuating circumstances. Additionally, part of the vesting is linked to performance-based vesting of stock options; we expect the company to disclose the granular metrics on which such vesting is based. The waiver sought is reasonable. July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve payment of For For Sunil Bharti Mittal was September remuneration at existing paid Rs. 310. 1 mn as 2019 terms to Sunil Bharti remuneration in FY19. The Mittal from 1 April 2019 company seeks approval till 30 September 2021 via special resolution to set his remuneration as minimum remuneration for his remaining term from 1 April 2019 till 30 September 2021. Sunil Bharti Mittal’s remuneration over the past five years has remained flat even as the environment has become extremely challenging. Bharti Airtel has managed to maintain its market share and ARPU levels and protected its downside to a fair extent.

144 July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve payment of For For Gopal Vittal was paid Rs. September remuneration at existing 209. 1 mn as remuneration 2019 terms to Gopal Vittal as in FY19. His remuneration Managing Director and has outpaced the growth in CEO (India and South revenues and profits over Asia) from 1 April 2019 till the past five years. Further, 31 March 2022 he has been granted stock options at face value, in line with company policy. We recognize that the telecom industry is currently in the midst of an intensely competitive environment. However, Bharti Airtel has managed to maintain its market share and ARPU levels and protected its downside to a fair extent. We do not encourage stock options granted at face value, however, we make an exception in this case because of the need to incentivize and retain top talent during extenuating circumstances. We expect the company to disclose granular metrics for performance-based vesting of stock options. July 2019 - 14-Aug-2019 BHARTI AIRTEL LTD. AGM Management Approve remuneration of For For The board had approved the September Rs.850,000 per annum appointment of RJ Goel & 2019 payable to Sanjay Gupta Co as cost auditors for the & Associates as cost year ended 31 March 2019, auditors for FY19 and however, they resigned as FY20 cost auditors with effect from 8 April 2019. The board has approved the appointment of Sanjay Gupta & Associates in their place as cost auditors for the year ended 31 March 2019 and 31 March 2020 on a remuneration of Rs. 850,000 per annum plus applicable taxes and out-of- pocket expenses. The total remuneration proposed to be paid to the cost auditor in FY19 and FY20 is reasonable compared to the size and scale of operations. July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Adoption of financial For For No qualifications from September statements for the year auditors. 2019 ended 31 March 2019 July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Declare a dividend of For For IndusInd Bank proposes to September Rs 7.5 per share of face pay dividend of Rs. 7. 5 per 2019 value Rs.10.0 each share. The dividend payout is 16. 5% (15. 0% in FY18). July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Reappoint Mr. Romesh For For Romesh Sobti, 68, the MD & September Sobti (DIN: 00031034) as CEO of IndusInd Bank. His 2019 director liable to retire by reappointment is in line with rotation statutory requirements. July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Haribhakti & Co. For For Haribhakti & Co. LLP are September LLP as statutory auditors replacing S. R. Batliboi & Co. 2019 for FY20 and fix their LLP (of the Ernst & Young remuneration Group) as the statutory auditors. Their appointment is in line with statutory requirements.

145 July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Ms. Akila For For Akila Krishnakumar, 52, September Krishnakumar was President of Global 2019 (DIN: 06629992) as Technology and Country Independent Director Head until February 2013 for four years from 10 at SunGard – a Fortune August 2018 500 company and a global leader in financial services software. Her appointment is in line with all statutory requirements. July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Arun Tiwari For For Arun Tiwari, 61, was September (DIN: 05345547) as Chairman & Managing 2019 Independent Director Director of Union Bank of for four years from 10 India from December 2013 August 2018 to June 2017. Prior to that, he was Executive Director of Allahabad Bank from June 2012 to December 2013. His appointment is in line with all statutory requirements. July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Siraj Chaudhry For For Siraj Chaudhry, 52, is September (DIN: 00161853) as Chairman of Cargill India 2019 Independent Director for and is currently an advisor four years from 3 January to the company. His tenure 2019 at Cargill spanned nearly 24 years, and included handling the leadership role in India, as well as a global commodity trading role in Geneva. His appointment is in line with all statutory requirements. July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Appoint Rajiv Agarwal For For Rajiv Agarwal, 62, is director September (DIN: 00336487) as in Rightsource Technologies 2019 Independent Director for Pvt. Ltd. (consulting four years from 15 March company) and Autopress 2019 India Pvt. Ltd. (manufacturer of cookware). He is also a Partner in Sensory Solutions. His appointment is in line with all statutory requirements. July 2019 - 16-Aug-2019 INDUSIND BANK LTD. AGM Management Approve issuance of debt For For The issuance of debt September securities up to Rs. 200.0 securities on private 2019 bn on private placement placement basis will be basis within the bank’s proposed borrowing limit of Rs 750 bn. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Adoption of standalone For For No qualification in the September financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Adoption of consolidated For For No qualification in the September financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Declare a final dividend For For The total dividend payout September of Rs 3 per share of face (including dividend 2019 value Rs 2.0 each distribution tax) for FY19 aggregates to Rs 2. 9 bn. The dividend payout ratio for FY19 was 15. 4%. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Umang Vohra For For Umang Vohra is part of September (DIN: 02296740) as the Managing Director and 2019 Director liable to retire by Global Chief Executive rotation Officer of the company. His reappointment is in line with statutory requirements.

146 July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Ashok Sinha For For Ashok Sinha is the former September (DIN: 00070477) as an Chairperson and Managing 2019 Independent Director Director of BPCL. He for five years w.e.f 3 has been on the board September 2019 since July 2013. His reappointment is in line with statutory requirements. We will consider him non- independent once he crosses a tenure of 10 years on the board. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Peter For For Peter Mugyenyi is the September Mugyenyi (DIN: Executive Director of Joint 2019 06799942) as an Clinical Research Centre, Independent Director Kampala. He has been on the for five years w.e.f 3 board since February 2014. September 2019 His reappointment is in line with statutory requirements. We will consider him non- independent once he crosses a tenure of 10 years on the board. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Adil Zainulbhai For For Adil Zainulbhai is the former September (DIN: 06646490) as an Chairperson of McKinsey, 2019 Independent Director India. He has been on the for five years w.e.f 3 board since July 2014. His September 2019 reappointment is in line with statutory requirements. We will consider him non- independent once he crosses a tenure of 10 years on the board. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Reappoint Ms. Punita For For Ms. Punita Lal is an September Lal (DIN: 03412604) as independent strategy and 2019 an Independent Director marketing consultant. She for five years w.e.f 13 has been on the board November 2019 since November 2014. Her reappointment is in line with statutory requirements. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Approve issuance of For For If we assume entire amount September equity linked securities is raised, it will result in equity 2019 up to Rs.30 bn dilution of ~6. 6% for existing shareholders. The funds raised through the issue will help the company expand its existing business, enter new lines of business, conduct clinical trials for respiratory products, enhance research and development, while maintaining an adequate capital structure. July 2019 - 16-Aug-2019 CIPLA LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs.11,00,000 payable proposed to be paid to the 2019 to D. H. Zaveri., as cost cost auditor is reasonable auditors for FY20 compared to the size and scale of the company’s operations. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Adoption of standalone For For Financial analysis is helpful. September and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Confirm interim dividend For For The total dividend outflow September of Rs.6.25 per equity including dividend tax is 2019 share (pre – bonus) and Rs. 21. 8bn for FY19. The declare final dividend of dividend payout ratio is 36. Rs.0.885 (post – bonus) 1% v/s 53. 4% in the previous per equity share of Rs.10 year. each

147 July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint P. K. Gupta For For P. K. Gupta joined GAIL September (DlN: 01237706) as a in 1985 and has been 2019 Director associated with project execution of HVJ Pipeline. He was first appointed on board as HR Director in February 2017. He is liable to retire by rotation. His reappointment is line with all statutory requirements. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint Gajendra For For Gajendra Singh was first September Singh (DIN: 03290248) appointed on board as 2019 as a Director Director (Marketing) in April 2017. He is liable to retire by rotation. His reappointment is line with statutory requirements. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Authorise the board For For The total audit fees of Rs. September to fix remuneration of 6. 0mn in FY19 (excluding 2019 joint statutory auditors tax and reimbursements) appointed by the is commensurate with the Comptroller and Auditor size and complexity of the General of India for FY20 company; we expect audit fees in FY20 to be in same range. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Appoint A. K. Tiwari (DIN: For For A. K. Tiwari is a cost September 07654612) as Director accountant by profession and 2019 (Finance) and Chief has 35 years of experience in Financial Offer (CFO) the areas of Project Finance, w.e.f. 1 December 2018 Corporate Finance, Taxation etc. He is the Ex – CFO of Brahmaputra Cracker and Polymer Ltd. He is liable to retire by rotation. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. His appointment is in line with statutory requirements. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Ratify remuneration For For GAIL proposes to ratify September of Rs.2.3mn to cost remuneration of Rs. 2. 3mn 2019 accountants for FY19 paid to its cost auditors for FY19. The remuneration is reasonable compared to the size and scale of operations.

148 July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Ratify related party For For GAIL holds 12. 5% in September transaction of Rs.218.4bn Petronet LNG Ltd (Petronet 2019 for FY19 and approve a LNG). GAIL procures LNG related party transaction cargoes and re-gasified limit of Rs.202.5bn for Liquefied Natural Gas FY20 with Petronet from Petronet LNG. GAIL LNG Ltd also uses regasification facilities of Petronet LNG (located at Dahej, Gujarat and Kochi, Kerala). GAIL breached its Rs. 206. 25 bn transaction limit set for FY19 and therefore requires shareholder ratification for the aggregate value of transactions in FY19. Further, GAIL requires shareholder approval for transactions aggregating Rs. 202. 5bn with Petronet LNG. The transactions are in ordinary course of business and at arm’s length. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Adopt a new set of For Against The revised AoA undermines September Articles of Associations the responsibilities of the 2019 based on provisions of board with respect to critical the Companies Act 2013 issues including appointment of directors including Independent Directors, fixing Executive Director tenure and decisions on capital expenditure programs: these decisions are deferred to the President. The AoA grants absolute power to the Chairperson to decide any other matter where the President will have the final discretion. These articles therefore provide unprecedented power to the controlling shareholder i. E. The President of India. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint Anupam For For Anupam Kulshrehtha was September Kulshreshtha (DIN: the Comptroller and Auditor 2019 07352288) as an General of India. He was first Independent Director appointed in November 2015. w.e.f. 20 November 2018 His reappointment is in line for a period of one year with statutory requirements. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint Sanjay Tandon For Against Sanjay Tandon is cost September (DIN: 00484699) as an accountant and fellow 2019 Independent Director member of ICAI. He is the w.e.f. 20 November 2018 managing partner of S. for a period of one year Tandon & Associates and Chairperson Competent group of companies. He also got re – elected as the State President of BJP Chandigarh in January 2013. We believe his affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus. July 2019 - 20-Aug-2019 G A I L (INDIA) LTD. AGM Management Reappoint S.K. For For S. K. Srivastava (IAS) September Srivastava (DIN: is a former Secretary to 2019 02163658) as an the Government of India, Independent Director Ministry of Coal. He was first w.e.f. 20 November 2018 appointed in November 2015. for a period of one year His reappointment is in line with statutory requirements.

149 July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Adoption of standalone For For There are no adverse September and consolidated qualifications on financial 2019 financial statements for statements by auditors. the year ended 31 March 2019 July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Confirm interim dividend For For The company paid an September of Rs.13.1 per equity interim dividend of Rs. 13. 2019 share of Rs.10 each, as 1 per equity share. The final dividend total outflow on account of dividend is Rs. 97. 2bn. The dividend is 92. 8% v/s 132. 6% in the previous year. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Ms. Reena For For Ms. Reena Sinha (IRS) is September Sinha (DIN: 07753040) Joint Secretary and Financial 2019 as a Director Advisor, Ministry of Coal. She was first appointed on board in June 2017. Her reappointment is in line with statutory requirements. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Ms. Loretta For For Ms. Loretta Vas (IAS) was a September Vas (DIN: 02544627) as former Additional Secretary, 2019 an Independent Director Department of Economics w.e.f. 17 November 2018 Affairs, Ministry of Finance. for a period of one year She was first appointed on board November 2015. Her reappointment is in line with statutory requirements. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Dr. S.B. For For Dr. S. B. Agnihotri (IAS) was September Agnihotri (DIN: former Secretary, Ministry of 2019 03390553) as an New & Renewable Energy. Independent Director He was first appointed w.e.f. 17 November 2018 on November 2015. His for a period of one year reappointment is in line with statutory requirements. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Dr. D.C. For For Dr. D. C. Panigrahi was a September Panigrahi (DIN: former Director at Indian 2019 07355591) as an Institute of Technology Independent Director (Indian School of Mines). w.e.f. 17 November 2018 He was first appointed for a period of one year in November 2015. His reappointment is in line with statutory requirements. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Dr. Khanindra For For Dr. Khanindra Pathak is September Pathak (DIN: 07348780) currently Professor and Ex – 2019 as an Independent HOD of Department of Mining Director w.e.f. 17 Engineering, IIT Kharagpur. November 2018 for a He was first appointed on period of one year board in November 2015. His reappointment is line with statutory requirements. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Reappoint Vinod Jain For For Vinod Jain is a fellow September (DIN: 00003572) as an member of ICAI, ICSI and 2019 Independent Director ICWA. He is the Managing w.e.f. 17 November 2018 Partner of Vinod Kumar for a period of one year & Associates, Chartered Accountants. He is also former National President of ANMI (Association of National Stock Exchanges members of India). He was appointed in November 2015. His reappointment is in with statutory requirements. July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Ratify remuneration For For The total remuneration September of Rs.201,094 paid to paid to the cost auditors is 2019 Balwinder & Associates, reasonable compared to the cost accountants for size and scale of operations. FY19

150 July 2019 - 21-Aug-2019 COAL INDIA LTD. AGM Management Appoint Sanjiv Soni (DIN: For For Sanjiv Soni is a fellow September 08173558) as a Director member of ICAI and ICWA. 2019 (Finance) w.e.f. 10 July He was previously with 2019 for a period of two Eastern Coalfields Ltd as years at terms set by the Director (Finance). He is Government of India liable to retire by rotation. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. His appointment is in line with statutory requirements. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Adoption of standalone For For Financial analysis is helpful. September and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Confirm interim dividend For For The total outflow on account September of Rs. 3.58 per equity of dividend is Rs. 65. 4bn. 2019 share and declare final The dividend payout ratio dividend of Rs.2.50 per is 55. 6% v/s 49. 1% in the share previous year. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To reappoint A.K. Gupta For For A. K. Gupta, 59, has been September (DIN: 07269906) as a on the board of NTPC 2019 Director for two years. He is the Director of Commercial. His reappointment is in line with statutory requirements. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Fix remuneration of For For For FY19, audit remuneration September statutory auditors to was Rs. 17. 6 mn and Rs. 2019 be appointed by the 18. 6 mn on a standalone Comptroller and Auditor and consolidated basis. The General (C&AG) of India amounts are commensurate for FY20 with the size and complexity of the company: we expect audit remuneration in FY20 to be in same range. The Statutory Auditors of NTPC for FY20 are yet to be appointed by the C&AG. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To reappoint Dr. Gauri For For Dr. Gauri Trivedi, 59, is a September Trivedi (DIN: 06502788), Retired IAS Officer. She 2019 as Independent Director was first appointed as an for a year with effect from independent director on the 16 November 2018 board of NTPC in 2015 for a term of three years. Her reappointment is in line with statutory requirements.

151 July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To increase the borrowing For For NTPC is in a rapid capacity September limit to Rs.2,000 bn from addition mode with projects 2019 Rs.1,500 bn to be funded by debt & equity in the ratio of 70:30 and renewable energy projects in the ratio of 80:20. As on 31 March 2019, the total consolidated debt of NTPC Limited stood at Rs. 1617. 2 bn. Debt to Net worth was 1. 5x and debt to EBITDA was 7. 5x. NTPC’s bank loans are rated CRISIL AAA/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risk. Our recommendation takes into account the financial flexibility arising from NTPC’s large sovereign ownership, and its ability to raise funds from the domestic/foreign banking system and capital markets at competitive rates. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management To create mortgage For For NTPC would need to create a September and/or charge over charge on its assets to raise 2019 movable and immovable incremental debt: secured properties of the debt usually carries a lower company interest cost than unsecured debt. This is linked to the Resolution #7. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Ratify remuneration of For For The remuneration to be September Rs. 3.7 mn payable to as paid to the cost auditor is 2019 cost auditors for FY20 reasonable compared to the size and scale of the company’s operations. July 2019 - 21-Aug-2019 N T P C LTD. AGM Management Private placement of non- For For The proposed issuance September convertible debentures/ will be carved out of the 2019 bonds aggregating to company’s borrowing Rs.150 bn limit of Rs. 2000 bn to be approved by shareholders in resolution #6. NTPC’s debt programmes are rated CRISIL AAA/Stable/CRISIL A1+, which denote the highest level of safety with regard to timely servicing of financial obligations. July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Adoption of statements For For Financial analysis useful. September PETROLEUM CORPN. for the year ended 31 2019 LTD. March 2019 July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Confirm interim dividend For For The total outflow on account September PETROLEUM CORPN. of Rs. 2.73 per equity of dividend is Rs. 29. 2 bn. 2019 LTD. share and declare final The dividend payout ratio dividend of Rs.2.39 per is 48. 4% v/s 49. 1% in the share previous year. July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To reappoint Vinod For For Vinod Shenoy, 56, has September PETROLEUM CORPN. Shenoy (DIN 07632981) been on the board of NTPC 2019 LTD. as a Director since November 2016, close to 3 years. He is the Director Refineries. His reappointment is in line with statutory requirements.

152 July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To appoint Subhash For For Subhash Kumar, 57, is September PETROLEUM CORPN. Kumar (DIN 07905656) a Cost Accountant and 2019 LTD. as a Director Company Secretary and the Director Finance ONGC. In addition to ONGC, he has also worked for Petronet Lng Limited and Mansarovar Energy Columbia Limited. His appointment is in line with statutory requirements. July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To appoint Sunil Kumar For For Sunil Kumar, 48, is Joint September PETROLEUM CORPN. (DIN 08467559) as Secretary (Refineries), 2019 LTD. Government Nominee Ministry of Petroleum & Director Natural Gas, New Delhi since May, 2019. He is the Government Nominee Director on board and his appointment is in line with statutory requirements. July 2019 - 21-Aug-2019 HINDUSTAN AGM Management To appoint G. Rajendran For For G. Rajendran Pillai, 59, is an September PETROLEUM CORPN. Pillai (DIN 08510332), as advocate in the District Court 2019 LTD. Independent Director with of Kollum. His appointment effect from 15 July 2019 is in line with statutory requirements. July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Approve payment For For The company has appointed September PETROLEUM CORPN. of Rs.400,000 as ABK & Associates and 2019 LTD. remuneration to Dhananjay V Joshi & cost auditors, ABK Associates as cost & Associates and auditors for FY20. The Dhananjay V Joshi & total remuneration of Rs. Associates, for FY20 200,000 each proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. July 2019 - 21-Aug-2019 HINDUSTAN AGM Management Approve related party For For HMEL is a joint venture September PETROLEUM CORPN. transactions amounting of HPCL (48. 9%) and 2019 LTD. to Rs.517.6 bn with Mittal Energy Investments HPCL Mittal Energy Pte. Ltd (MEI), Singapore Limited in FY21 and (51. 1%). The company revised related party proposes purchase and transactions amount of sale of petroleum products, Rs.501.9 bn in FY20 employee deputation, infrastructure charges etc. From HMEL during FY21. Further, transactions for FY20 are expected to be higher than Rs. 479. 5 bn approved in the Postal Ballot held on 20 February 2019. The transactions are in the ordinary course of business and at arm’s length. July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management Adoption of standalone For For No qualification in the September and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Vinod Rao For For Vinod Rao, 57, a Chartered September (DIN: 01788921) as Accountant and Finance 2019 Director Director, Diageo Asia Pacific has been on the board since May 2016. His reappointment is in line with the statutory requirements.

153 July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Anand For For Anand Kripalu has been September Kripalu (DIN: 00118324) Managing Director and CEO 2019 as Managing Director of USL since August 2014. and Chief Executive During FY19, remuneration Officer (CEO) for a period paid was of Rs. 191. 0 mn. of three years with effect His past remuneration has from 14 August 2019 been aligned to company performance. His estimated remuneration at ~Rs. 197. 1mn, although higher than comparable peers, is commensurate with the size, scale and complexity of operations. Anand Kripalu is a professional and his skills carry a market value. We expect the company to be judicious in their remuneration payouts. July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint D For For D Sivanandhan, 68, has September Sivanandhan (DIN: been on the board for 6 2019 03607203) as years. His reappointment for independent director for another period of five years a period of five years will result in his cumulative with effect from 30 tenure crossing 10 years. September, 2019 After crossing 10 years we will consider him as non- independent. July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Mahendra For For Mahendra Sharma, 72, the September Sharma (DIN: 00327684) erstwhile Chairperson of 2019 as independent director ICICI Bank, has been on the for a period of five years board since April 2015, close with effect from 01 April, to 4 years. His reappointment 2020 is in line with statutory regulations. July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Rajeev For For Rajeev Gupta, 61, CEO of September Gupta (DIN: 00241501) Arpwood Capital Limited 2019 as independent director has been on the board for a period of five years since December 2014. His with effect from 23 reappointment is in line with December, 2019 statutory regulations. July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management To reappoint Ms For For Ms Indu Ranjit Shahani, 68, September Indu Ranjit Shahani Former Principal HR College 2019 (DIN: 00112289) as of Commerce and Economics independent director for and Founding Dean of Indian a period of five years School of Management & with effect from 30 Entrepreneurship (ISME) September, 2019 Ltd has been on the board since September 2014. Her reappointment in line with statutory requirements. July 2019 - 21-Aug-2019 UNITED SPIRITS LTD. AGM Management Approve additional For For "The purpose of the loan September loans and guarantees and guarantees amounting 2019 to Pioneer Distilleries to Rs. 2. 0 bn and Rs. 2. 5 Limited (PDL), a 75% bn respectively is to fund subsidiary PDL’s capital expenditure and meeting its working capital needs. PDL supplies Extra Neutral Alcohol (‘ENA’) exclusively to USL and provides bottling facilities for USL. PDL provides a large portion of the raw material requirement of USL in Maharashtra and Karnataka. Therefore, it is strategically important for USL to extend support to PDL. Therefore, providing credit support to PDL is in USL’s long-term interest. "

154 July 2019 - 21-Aug-2019 AXIS BANK LTD. Postal Ballot Management Approve issue of For For Axis Bank proposed to raise September securities for an amount funds upto Rs 180. 0 bn 2019 upto Rs 180.0 bn through issue of securities. Assuming securities are issued at current market price of Rs. 719. 65 per share, Axis Bank will issue 250. 1 mn equity shares to raise the entire Rs 180. 0 bn. The promoter stake will fall from 18. 1% on 30 June 2019 to 16. 5% post the issue. This issuance will lead to a dilution of 8. 9% on the expanded capital base. The funds are needed by the bank to fuel growth while maintaining strong capital adequacy ratios in the future. All shareholders including promoters will be diluted equally. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Adoption of financial For For No qualification in auditor's September statements for the year report. 2019 ended 31 March 2019 July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Declare final dividend For For Abbott India proposes to September of Rs.50.0 and special declare a final dividend 2019 dividend of Rs.15.0 per of Rs. 50 per share and a equity share of Rs.10 special dividend of Rs. 15. 0 each per share. In FY19, the total dividend including dividend distribution tax amounts to Rs. 1. 7 bn. The dividend payout ratio is 36. 9% v/s 35% in FY18. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint Jawed Zia For For Jawed Zia is the Vice September (DIN: 00191276) as President, Established 2019 Non-Executive Non- Pharmaceuticals, Abbott. He Independent Director retires by rotation and his who retires by rotation reappointment is in line with statutory requirements. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint Kaiyomarz For For Kaiyomarz Marfatia has been September Marfatia (DIN: 03449627) associated with Abbott for 23 2019 as Non-Executive Non- years. He retires by rotation Independent Director and his reappointment who retires by rotation is in line with statutory requirements. He served as a Director of Legal & Secretarial for Abbott India Limited from 2002 to 2016. Since then, he has been serving as Non-Executive Non-Independent Director on the board. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint S R B C & CO For For S R B C & CO LLP was September LLP as statutory auditors appointed as the statutory 2019 for a period of five years auditor in August 2014. Their and fix their remuneration reappointment as statutory at Rs.9.91 mn for FY20 auditors is in line with our Voting Guidelines on Auditor appointments and with the requirements of Section 139 of the Companies Act 2013. Even so, we raise concern over any potential impact of RBI’s ban on undertaking bank audits of an associate firm within the same audit network, and the company must consider appointing joint auditors to mitigate this risk.

155 July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Ratify the remuneration For For The remuneration of Rs. September of Rs. 665,000 to be 665,000 proposed to be paid 2019 paid to Kishore Bhatia & to the cost auditor in FY20 is Associates, cost auditor reasonable compared to the for FY20 size and scale of operations. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Appoint Sudarshan Jain For For Sudarshan Jain has over 35 September (DIN: 00927487) as an years of experience in the 2019 Independent Director for Indian healthcare industry a period of three years and has served as Vice from 1 April 2019 President of Organization of Pharmaceuticals Producers of India (OPPI). His appointment is in line with statutory requirements. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Appoint Mark Murphy For For Mark Murphy II has been September II (DIN: 08385393) as associated with Abbott 2019 Non-Executive Non- Laboratories since 2003 Independent Director and is currently the Vice liable to retire by rotation President, Business and Technology Services, Abbott. He will retire by rotation and his appointment is in line with statutory requirements. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Reappoint Rajiv Sonalker For For Rajiv Sonalker has over September (DIN: 07900178) as a 30 years of professional 2019 Wholetime Director from experience and is the 8 August 2019 to 30 CFO. He is proposed to be June 2021 and fix his reappointed as a Wholetime remuneration Director from 8 August 2019 to 30 June 2021. He is a professional whose skills carry market value. His proposed remuneration estimated at Rs. 40. 5 mn for FY20 is in line with peers and commensurate with the size and complexity of the business. He will receive stock options/ restricted stock units only from its global parent, Abbott Laboratories, USA and not from Abbott India: such remuneration structures could potentially create a conflict of interest. July 2019 - 22-Aug-2019 ABBOTT INDIA LTD. AGM Management Approve related party For For Transactions with Abbott September transaction aggregating Products Operations 2019 to 6.5 bn with Abbott AG, Switzerland in FY19 Products Operations AG, amounted to ~Rs. 3. 4 Switzerland for FY20 and bn. The transactions will onwards be in the ordinary course of business and on arms’ length basis. Although we do not favour resolutions that seek approvals for an indefinite period of time, we recognize that the company will need further approvals once the aggregate value of the transactions exceeds Rs. 6. 5 bn. July 2019 - 23-Aug-2019 DIVI'S AGM Management Adoption of financial For For No qualification in the September LABORATORIES LTD. statements for the year auditor's report. 2019 ended 31 March 2019 July 2019 - 23-Aug-2019 DIVI'S AGM Management Declare final dividend of For For The total dividend for FY19 September LABORATORIES LTD. Rs.16.0 per equity share is Rs. 16. 0 per share and 2019 (face value of Rs.2.0) the total dividend outflow (including dividend tax for FY19) is Rs. 5. 1 bn, while the dividend payout ratio is 37. 8%.

156 July 2019 - 23-Aug-2019 DIVI'S AGM Management Reappoint Kiran S. Divi For For Kiran S Divi is an executive September LABORATORIES LTD. (DIN: 00006503) as director and belongs to 2019 Director liable to retire by the promoter group. His rotation reappointment is in line with all statutory requirements. July 2019 - 23-Aug-2019 DIVI'S AGM Management Reappoint Ms. Nilima For For Ms. Nilima Motaparti is September LABORATORIES LTD. Motaparti (DIN: an executive director and 2019 06388001) as Director belongs to the promoter liable to retire by rotation group. She has been associated with the company since July 2012. Her reappointment is in line with all statutory requirements. July 2019 - 23-Aug-2019 DIVI'S AGM Management Appoint Ms. Sunaina For For Sunaina Singh is the Vice September LABORATORIES LTD. Singh (DIN: 08397250) Chancellor of Nalanda 2019 as an Independent University. Her appointment Director for a term of five is in line with all statutory years from 28 March requirements. 2019 till 27 March 2024 July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Adoption of standalone For For The auditor has not offered September LTD. and consolidated any qualification on the 2019 financial statements for financial statements. the year ended 31 March 2019 July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management To declare a final For For The total dividend outflow September LTD. dividend of Rs. 35.0 per including dividend tax is Rs. 2019 share on a face value Rs. 0. 4 bn. The dividend pay-out 10.0 each ratio is 36. 7%. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Deepak Jain For For Deepak Jain, 44, is the September LTD. (DIN: 00004972) as chairperson and among 2019 Director the promoters of the company. He has attended 5 out of 6 i. E. 83% of the meetings held in FY19. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Ratify remuneration of For For The total remuneration September LTD. Rs. 0.175 mn to Jitender proposed to be paid to the 2019 Navneet & Co. as cost cost auditors in FY20 is auditors for FY20 reasonable compared to the size and scale of the company’s operations. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Koji Sawada For For Koji Sawada, 56, is a September LTD. (DIN: 07582189) as Nominee Director of Stanley 2019 Executive Director for Electric Co. Limited. The three years w.e.f. 9 company proposes to August 2019 and fix his reappoint him as Executive remuneration Director for three years w. E. F. 9 August 2019 and fix his remuneration. He has attended all the meetings held in FY19. His reappointment is in line with the statutory requirements. Koji Sawada was paid a remuneration of Rs. 1. 6 mn in FY19 which amounts to 0. 35x the median employee remuneration. The estimated remuneration of ~Rs. 1. 8 mn for FY20 is in line with peers and commensurate with the scale and size of the company.

157 July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Ratify remuneration to For For Vineet Sahni, 54, was September LTD. Vineet Sahni as CEO & appointed as CEO and 2019 Senior Executive Director senior Executive Director for FY19 of the company on 1 April 2018. The company seeks shareholders’ approval to ratify the annual increment at the rate of 17% and commission at the rate of 1% of net profit paid to him in FY19. Vineet Sahni was paid a remuneration of Rs. 35. 6 mn in FY19 which amounts to 7. 92x the median employee remuneration. The estimated remuneration of ~Rs. 42. 2 mn for FY20 is in line with the peers and commensurate with the scale and size of the company. The overall pay structure is open-ended and gives the board discretionary powers in deciding his variable pay components. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Approve increase of 20% For For Vineet Sahni, 54, was September LTD. in fixed components of appointed as CEO and 2019 the remuneration payable senior Executive Director to Vineet Sahni as CEO of the company on 1 April and Senior Executive 2018. The company seeks Director for FY20 shareholders’ approval to increase the fixed components of remuneration by 20% payable to him in FY20. Vineet Sahni was paid a remuneration of Rs. 35. 6 mn in FY19 which amounts to 7. 92x the median employee remuneration. The estimated remuneration of ~Rs. 42. 2 mn for FY20 is in line with the peers and commensurate with the scale and size of the company. The overall pay structure is open-ended and gives the board discretionary powers in deciding his variable pay components. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Appoint Ms. Ritika Modi For For Ms. Ritika Modi, 53, is September LTD. (DIN: 00463560) as the Regional President at 2019 Independent Director UNIGLOBE Travel South for five years w.e.f. 28 Asia. She was appointed July 2018 as Additional Director of the company on 28 July 2018. She has attended 3 out of 4 i. E. 75% of the meetings held during her tenure in FY19. Her appointment is in line with the statutory requirements.

158 July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Avinash For Against Avinash Parkash Gandhi, September LTD. Parkash Gandhi 81, is the former President 2019 (DIN: 00161107) as of Hyundai Motors India. Independent Director He has been on the board for five years w.e.f. of Lumax Industries since 22 August 2019 till July 2002 (17 years). He is 21 August 2024 and proposed to be appointed approve his continuation as Independent Director for on the board five years from 22 August 2019 till 21 August 2024. Further, the company also seeks shareholder approval for his continuation on the board post attaining 75 years of age, in line with recent changes in SEBI’s LODR. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain him as a director, it must consider his reappointment as a non- independent director. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Munish For Against Munish Chandra Gupta, September LTD. Chandra Gupta 81, is the former Advisor at 2019 (DIN: 01362556) as United Nations Industrial Independent Director Development Organization. for five years w.e.f. He has been on the board 22 August 2019 till of Lumax Industries since 21 August 2024 and June 2007 (12 years). He approve his continuation is proposed to be appointed on the board as Independent Director for five years from 22 August 2019 till 21 August 2024. Further, the company also seeks shareholder approval for his continuation on the board post attaining 75 years of age, in line with recent changes in SEBI’s LODR. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain him as a director, it must consider his reappointment as a non- independent director.

159 July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Dhiraj Dhar For Against Dhiraj Dhar Gupta, 69, is September LTD. Gupta (DIN: 01089718) the Promoter Director at 2019 as Independent Director KSS Abhishek Auto Private for five years w.e.f. Limited. He has been on 22 August 2019 till 21 the board of the company August 2024 since July 2008 (11 years). Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. Since the board wishes to retain him as a director, it must consider his reappointment as a non- independent director. July 2019 - 23-Aug-2019 LUMAX INDUSTRIES AGM Management Reappoint Rattan Kapur For For Rattan Kapur, 62, is the September LTD. (DIN: 00304573) as President at ACMA and 2019 Independent Director Chairperson at Haryana for five years w.e.f. State Council of CII. He has 22 August 2019 till 21 been on the board of the August 2024 company since May 2010 (9 years). He has attended all the meetings held in FY19. His reappointment is in line with statutory requirements. We will treat him as non- independent, once his overall tenure on the board crosses a tenure of ten years. July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management Adoption of financial For For No qualifications from September COMPANY LTD statements for the year auditors. 2019 ended 31 March 2019 July 2019 - September 2019 July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To approve remuneration For For The Comptroller & Auditor September COMPANY LTD aggregating to Rs.5.7 General of India (C&AG) 2019 mn (plus out of pocket has yet to appoint statutory expenses) to statutory auditors for FY20. The audit auditors, to be appointed remuneration of Rs. 5. 7 mn by the Comptroller and each for annual audit and Auditor General of India Rs. 1. 7mn for half yearly for FY20 audit for FY20 is reasonable and commensurate with the company’s size and scale of operations. July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To reappoint Ms. For Against Ms. Joji Sekhon Gill, 54, and September COMPANY LTD Joji Sekhon Gill Strategic Human Resources 2019 (DIN 05310881) as Director- DuPont has been Independent Director for on the board for 3 years. a period of two years, She attended 29% of the with effect from 07 meetings in FY19 and 39% September 2019 of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a 75% attendance threshold for board meetings in the three-year cycle prior to re-appointment. July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To continue Raj For For Raj Narain Bhardwaj, 74, Ex- September COMPANY LTD Narain Bhardwaj (DIN: Chairperson of LIC has been 2019 01571764) directorship on the board for 6 years as as Independent Director an Independent Director. He on attaining 75 years will be turning 75 years of of age age on 08 May 2020. Recent changes in SEBI’s LODR require directors having attained the age of 75 to be re-approved by shareholders through a special resolution before 1 April 2019.

160 July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To revise remuneration For For Sanjeev Nautiyal, 58, has September COMPANY LTD of Sanjeev Nautiyal (DIN: been with the State bank of 2019 08075972) with effect India for 32 years. He was from 01 April 2019 appointed as Managing Director and CEO at the AGM held on 27 September 2018. During FY19, his remuneration was Rs7. 0 mn. For FY20 his remuneration is estimated at Rs. 5. 5 mn as the allowances and perquisites value is estimated at Rs. 2. 1 mn versus Rs. 7. 5 mn in the prior year. This is lower than industry peers but is but in compliance with ‘SBI Top Executive Special Scale II officials’. July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To permit foreign portfolio For For In order to align the FPIs September COMPANY LTD investors to acquire and limit with the sectoral 2019 hold equity shares of cap prescribed under the the company upto an Consolidated FDI Policy, aggregate limit of 49% of SBI Life is proposing to paid-up equity capital permit FPIs to invest in the company up to an aggregate limit of 49% of the paid-up equity share capital. As on 30 June 2019, FPIs and FIIs shareholding in the Company was 19. 4% of the paid-up equity share capital of the company. The increased limit will provide flexibility to the company in order to comply with regulatory norms and normally results in enhanced shareholder value. July 2019 - 23-Aug-2019 SBI LIFE INSURANCE AGM Management To appoint Gregory For For Gregory Michael Zeluck, September COMPANY LTD Michael Zeluck as 57, is a Graduate Magma 2019 Director Cum Laude from Princeton University. He has been working with Carlyle since July 1998. Prior to Carlyle, he has worked with Merrill Lynch as part of its Asian High Yield team and thirteen years at Lehman Brothers in its Merchant Banking and Corporate Finance groups. He has been nominated by CA Emerald Investments which has a 9% shareholding in the company and is an affiliate of Carlyle Asia Partners V. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Adoption of financial For For Financial analysis is useful. September LTD. statements for the year 2019 ended 31 March 2019 July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management To declare final dividend For For The total dividend for FY19 is September LTD. of Rs. 7 per share (face Rs. 7 per equity share, while 2019 value Rs. 2.0) for FY19 it paid a dividend of Rs. 6. 2 in FY18. The total dividend outflow (including dividend tax for FY19) is Rs. 5. 5 bn and the dividend payout ratio is 107. 5%.

161 July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Kumar For For Kumar Mangalam Birla, 52, September LTD. Mangalam Birla represents the promoter 2019 (DIN: 00012813) as family on the board. He Non-Executive Non- attended 50% of board Independent Director meetings in FY19 and 60% over the three-year period. We have a three-year threshold of 75% attendance of the board meetings in the three-years prior to re-appointment, but since Kumar Mangalam Birla is the promoter of the company, we support his reappointment. We expect directors to take their responsibilities seriously and attend all board meetings. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Ms. For For Ms. Usha Sangwan, 61, September LTD. Usha Sangwan is the Nominee of LIC of 2019 (DIN: 02609263) as India. Her reappointment Non-Executive Non- is in line with the statutory Independent Director requirements. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Approve continuation For Against Arun Thiagarajan, 75, is the September LTD. of Arun Thiagarajan Chairperson, Westrup A/S. 2019 (DIN: 00292757) as He has served on the board Independent Director, till for the past three years. Arun the end of his term in 6 Thiagarajan has crossed the May 2021 age of 75 years. In line with this regulatory change, the company is also seeking to ratify their continuation on the board for the remainder of their term, till the 6 May 2021. He has served as an independent director in Vodafone Idea Limited (a group company) since 2 September 2006, thus we classify him as non- independent due to his long association (>10 years) with the group. If the company believes that it will benefit from him serving on the board, it must consider his reappointment as a non- independent director. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Cyril Shroff For Against Cyril Shroff, 60, is Managing September LTD. (DIN: 00018979) as an Partner at Cyril Amarchand 2019 Independent Director Mangaldas. He has attended 25% of the board meetings in FY19 and 33% of the meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: We have a threshold of 75% attendance of the board meetings in the three-years prior to re- appointment. Further, Cyril Shroff has served on the board for the past 19 years. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director.

162 July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint Dr. For For Dr. Thomas Connelly, 67, is September LTD. Thomas Connelly, Jr. the Executive VP, DuPont do 2019 (DIN: 03083495) as Brasil S. A. He has served on Independent Director the board for the past nine for a further term of five years. His reappointment years from 23 July 2019 for a further term is in line with statutory requirements. We will treat him as non- independent, once his overall tenure on the board crosses a tenure of ten years. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Reappoint O P Rungta For For O P Rungta, 77, has vast September LTD. (DIN: 00020559) as experience in manufacturing 2019 Independent Director industry and is a Finance and for a further term of five Management Consultant. years from 25 September He has served on the board 2019 for the past five years. His reappointment for a further term of five years is in line with statutory requirements. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Appoint N Mohanraj For For N Mohanraj, 65, was the September LTD. (DIN: 00181969) as former ED of LIC of India. 2019 Independent Director for He served as non-executive a term of five years from non-independent director of 12 July 2019 Grasim Ltd. From 21st June 2012 to 23rd May 2018, representing LIC on the board. Given that a three- year cool-off period was not observed, since he last served on the board, we consider his overall tenure on board as six years. His appointment is in line with the statutory requirements. We will treat him as non- independent, once his overall tenure on the board crosses a tenure of ten years. July 2019 - 23-Aug-2019 GRASIM INDUSTRIES AGM Management Approve remuneration of For For The total remuneration September LTD. Rs. 1.50 mn for DC Dave proposed is reasonable 2019 & Co. and Rs. 0.22 for compared to the size and MR Dudani & Co. as cost scale of the company’s auditors for FY20 operations. July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Adoption of standalone For For The financial statements do September SERVICES LTD financial statements for not given have any qualified 2019 the year ended 31 March opinion on the financial 2019 statements of the company. July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Adoption of consolidated For For The financial statements do September SERVICES LTD financial statements for not given have any qualified 2019 the year ended 31 March opinion on the financial 2019 statements of the company. July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Adoption of Auditor’s For For The financial statements do September SERVICES LTD Report and the Report not given have any qualified 2019 of the Board of Directors opinion on the financial for the year ended 31 statements of the company. March 2019 July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Reappoint Manish For For Manish Sabharwal, 50, is September SERVICES LTD Mahendra Sabharwal the promoter and has served 2019 (DIN: 00969601) as on the board for the past 20 Executive Chairperson years. He retires by rotation and his reappointment is in line with the statutory requirements.

163 July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Appoint Zarir Batliwala For For Zarir Batliwala has over September SERVICES LTD (DIN: 01028343) as an four decades of experience 2019 Independent Director in legal and human resource management, with a strong exposure to business and leadership and organizational development. He is currently Partner at the HRM Practitioners. His appointment is in line with the statutory requirements. July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Approve TeamLease For For The maximum number of September SERVICES LTD Services Limited - shares that may be issued 2019 Employees Stock under the TeamLease Appreciation Rights 2019 ESAR 2019 is 1. 5% of paid (ESAR 2019) under up capital aggregating to which 256,450 stock 256,450 stock options. As options will be issued the options will be issued at market price on the date of grant, which aligns the interests of employees with that of shareholders. July 2019 - 23-Aug-2019 TEAMLEASE AGM Management Approve grant of stock For For The company proposes September SERVICES LTD options to the employees to extend the TeamLease 2019 of subsidiaries of ESAR 2019 scheme to the the company under employees of its subsidiary TeamLease Services companies. Our view on this Limited - Employees resolution is linked to our Stock Appreciation Rights opinion on resolution #6. 2019 (ESAR 2019) July 2019 - 23-Aug-2019 TEAMLEASE AGM Management To delete clauses relating For For Under the Companies September SERVICES LTD to ‘Common Seal’ from (Amendment) Act, 2015, 2019 the Articles of Association the requirement of having (AoA) a common seal was made optional. In line with this, the company proposes to make alteration in their AoA to dispense with the use of their Common Seal. We raise the transparency flag, as the company has not disclosed their AoA. The proposed change in AoA is operational in nature. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Adoption of financial For For No qualification in the September CO. LTD. statements for the year auditor's report. 2019 ended 31 March 2019 July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Reappoint Onkar For For Onkar Singh Pasricha is a September CO. LTD. Singh Pasricha (DIN: part of the promoter family. 2019 00032290) as Director, He has attended 83% of the eligible to retire by board meetings in FY19. rotation He is liable to retire by rotation. His reappointment is in line with all statutory requirements. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve related party For For The transactions with September CO. LTD. transactions aggregating TCNS Ltd (upto Rs. 0. 7 2019 Rs. 0.75 bn TCNS bn) are primarily related Limited pertaining to to execution of job work execution of job work contracts and purchase. contracts These transactions are in the ordinary course of business and will be at arm’s length.

164 July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve revision For Against Saranpreet Pasricha is the September CO. LTD. of remuneration of son of Onkar Singh Pasricha 2019 Saranpreet Pasricha, (Executive Chairperson) and Head (International is the Head of International Business), who holds an Business. We believe the office of profit proposed remuneration for Saranpreet Pasricha of Rs. 12. 0 mn is not commensurate with the size and scale of the Rs. 59 mn International Business operations. Further, we expect the company to provide a more detailed profile of Saranpreet Pasricha and provide the details and break-up of his earlier remuneration structure. Further, the resolution needs to have a validity: shareholders must get an opportunity to periodically validate his appointment. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve remuneration of For Against Anant Kumar Daga is September CO. LTD. Anant Kumar Daga, MD, the Managing Director 2019 for the remaining tenure and owned 5. 87% of the of his appointment w.e.f. company’s equity on 30 June 1 April 2019 2019. In FY19, Anant Kumar Daga was paid Rs. 24. 1 mn (131. 73x the median salary), without stock options. His proposed remuneration for FY20 is estimated at Rs. 27. 4 mn. The company has clarified that he will not be granted ESOPs in FY20. Even so, he has been granted ESOPs in the past at a significant discount to market price which resulted into a perquisites value of Rs. 595. 7 mn. We do not support stock option grants at a significant discount to market price. We believe stock options are ‘pay at risk’ and that by issuing these at a discount, the company has protected the downside risks. The issuance of stock options does not align the interests of employees with that of shareholders, to that extent. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Approve payment For For At present, except for September CO. LTD. of commission to the sitting fees, the 2019 Independent Directors company does not pay any not exceeding 1% of remuneration/ compensation net profits from FY20 to Independent Directors. We onwards estimate the commission for FY20 to be at 17. 8 mn. As a measure of transparency, we expect companies to fix the absolute amount of commission payable to non- executive directors. Also, we do not encourage companies to present resolutions without a defined time limit for approval; shareholders must get an opportunity to periodically validate the commission payable to non- executive directors.

165 July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Ratify TCNS ESOP For Against Under the TCNS ESOP September CO. LTD. Scheme 2014-17 under Scheme 2014-17, 23. 6 mn 2019 which 23.6 mn options stock options can be granted. will be granted The exercise price of all these options will be decided by the Nomination and Remuneration Committee, which could well be at face value. In the past, the exercise price of TCNS’s existing schemes have been at a deep discount to market price. We do not favour schemes where the issue price is likely to be at a significant discount to market price. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Ratify TCNS ESOP For Against Under the TCNS ESOP September CO. LTD. Scheme 2018-23 under Scheme 2018-23, 6. 5 2019 which 6.5 mn options will mn stock options can be be granted granted. The exercise price of all these options will be Rs. 373. 26, which is at a significant discount to current market price. We do not favour schemes where the issue price is likely to be at a significant discount to market price. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Ratify the grant of options For Against The company may grant September CO. LTD. in excess of 1% of the shares equal to or exceeding 2019 issued capital to specified 1% of the share capital, employees under TCNS during any one year to the ESOP Scheme 2018-23 identified employee(s). However, we do not favour schemes where the exercise price is at a significant discount to market price. Our opinion on this resolution is linked to our opinion on Resolution #8. July 2019 - 26-Aug-2019 TCNS CLOTHING AGM Management Amend TCNS ESOP For Against The company also seeks September CO. LTD. Scheme 2018-23 to amend the TCNS ESOP 2019 Scheme 2018-23 under which a maximum of 6,467,817 options under the Scheme 2018-23 shall be apportioned into various categories with the vesting period for the category “Other Employees Upfront ESOP Pool” being over a period ranging from one to five years from the date of grant. However, our opinion on this resolution is linked to our opinion on Resolution #8. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management Adoption of standalone For For The auditor has not offered September LTD. and consolidated any qualified opinion on the 2019 financial statements for financial statements. the year ended 31 March 2019 July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management Declare final dividend of For For The total outflow (including September LTD. Rs.80 per share (face dividend tax for FY19) is Rs. 2019 value Rs. 5.0) 29. 1bn, and the dividend payout ratio is 38. 8%. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint Toshihiro For For Toshihiro Suzuki, 60, part of September LTD. Suzuki (DIN: 06709846) the promoter family has been 2019 as Director, liable to retire on the board of MSIL for by rotation the past six years. He is the President (CEO and COO) and Representative Director of Suzuki Motor Corporation. His reappointment is in line with statutory requirements.

166 July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint Kinji Saito For For Kinji Saito, 60 has been on September LTD. (DIN:00049067) as the board of MSIL for the past 2019 Director, liable to retire by six years. He is the Executive rotation General Manager- Global Automobile Marketing and Division General Manager- Asia Automobile Division at Suzuki Motor Corporation. His reappointment is in line with statutory requirements. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint Kenichi For For Kenichi Ayukawa, 63, September LTD. Ayukawa (DIN:02262755) Managing Director and CEO 2019 as Managing Director has been on the board for and CEO with effect from the past eleven years. During 01 April 2019 for a period FY19, remuneration paid of three years and fix his to Kenichi Ayukawa was remuneration Rs. 50. 1mn. His proposed remuneration is estimated at Rs. 50. 2 mn similar to the prior year. The proposed remuneration is comparable to peers, and commensurate with the size and complexity of the business. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Takahiko For For Takahiko Hashimoto, 53, September LTD. Hashimoto (DIN: Director Marketing and 2019 08506746) as Director Sales at MSIL, has been (Marketing & Sales) from associated with Suzuki Motor 27 July 2019 for a period Corporation since 1995. His of three years and fix his proposed remuneration is remuneration estimated at Rs. 33. 0mn and is comparable to peers, and commensurate with the size and complexity of the business. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint D S Brar For Against D S Brar, 66, and Promoter, September LTD. (DIN: 00068502) as Davix Management Services 2019 Independent Director for Pvt Ltd has been on the five years with effect from company’s board for the 28 August 2019 past for 13 years. Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To reappoint R P Singh For For R P Singh, 67, retired IAS September LTD. (DIN: 02943155) as officer and Ex-Chairperson 2019 Independent Director for – NHAI has been on the five years with effect from board for the past six years. 28 August 2019 His reappointment for a period of further five years will result in his cumulative tenure crossing 10 years. After crossing a tenure of 10 years we will consider him as non-independent. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Ms. Lira For For Lira Goswami, 60, is September LTD. Goswami (DIN: the founding partner of 2019 00114636) as Associated Law Advisers. Independent Director for She has more than 35 years five years with effect from of experience in international 28 August 2019 transactional work, strategic advisory work, mergers and acquisitions and regulatory work, she also advises on trade, investment, financial structuring and regulatory issues. Her appointment is in line with statutory requirements.

167 July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Hiroshi For For Hiroshi Sakamoto, 59, September LTD. Sakamoto (DIN: serves as Executive General 2019 02209076) as Director Manager, Finance at Suzuki Motor Corporation. He has been with Suzuki Motor Corporation since 1983 and during his tenure has worked in several roles. He was also Executive Officer (Finance) at MSIL from 2008 to 2013. His appointment is in line with statutory requirements. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To appoint Hisashi For For Hisashi Takeuchi, 55, serves September LTD. Takeuchi (DIN: as Managing Officer, Deputy 2019 07806180) as Director Executive General Manager, Global Automobile Marketing at Suzuki Motor Corporation. He has been with Suzuki Motor Corporation since 1986 and during his tenure has worked in several roles. His appointment is in line with statutory requirements. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To approve increase For For During FY19, the total September LTD. in the upper limit of commission paid to non- 2019 commission payable executive / independent to non-executive / directors amounted to Rs. independent directors 27. 4mn (0. 04% of PAT) from Rs.30 mn to Rs.50 which is below the set cap of mn Rs. 30. 0 mn. It is observed that for each of the last five years, the total commission paid to all the nonexecutive directors has remained below 1% of the company’s net profit. Average commission paid for the last five years is Rs. 22. 8mn. The rationale for increase in the limits proposed by MSIL is the increased responsibilities. The quantum of commission payable, if any, to an individual non-executive director would, inter alia, depend upon the attendance at board / committee meetings, the time devoted to Company work, etc. July 2019 - 27-Aug-2019 MARUTI SUZUKI INDIA AGM Management To ratify remuneration For For "The total remuneration September LTD. of Rs.240,000 payable proposed is reasonable 2019 to RJ Goel & Co. cost compared to the auditors for FY20 size and scale of the company’s operations. " July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Adoption of standalone For For Financial analysis is useful. September and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management To declare a final For For In addition to the final September dividend of Rs. 4.5 per dividend, the company has 2019 equity share of face value paid an interim dividend of Rs. 10.0 each Rs 5. 5 per equity share. The total dividend outflow including dividend tax is Rs. 18. 1 bn. The dividend pay- out ratio is 83. 8%.

168 July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Reappoint M. M. Kutty For For M. M. Kutty, 58, is the September (DIN: 01943083) as Chairperson of the company 2019 Director and is a secretary to the Government of India in Ministry of Petroleum and Natural Gas. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Reappoint Shashi For For Shashi Shanker, 58, is the September Shanker (DIN: 06447938) Nominee Director appointed 2019 as Director by ONGC. He was first appointed on 17 October 2017 and ceased to be a director from 24 July 2018. He was again appointed as Director on 7 August 2018. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint D. Rajkumar For For D. Rajkumar, 58, is the September (DIN: 00872597) as Nominee Director appointed 2019 Director by BPCL. He was first appointed on the board on 1 October 2016 and ceased to be a director from 19 July 2018. He was appointed as Additional Director on 2 November 2018. The company seeks to appoint him as Non-executive Non- Independent Director, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Sanjiv Singh For For Sanjiv Singh, 59, is the September (DIN: 05280701) as Nominee Director appointed 2019 Director by IOCL. He was appointed as Additional Director on 3 November 2018. He is proposed to be appointed as Non-Executive Non- Independent Director, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Sunil For For Sunil Kumar Srivastava, September Kumar Srivastava 64, is the former CMD of 2019 (DIN: 02809123) as Oil India Limited. He was Independent Director appointed as Additional for three years w.e.f. 2 Director on 2 November November 2018 2018. He is proposed to be appointed as Independent Director for three years w. E. F. 2 November 2018. His appointment is in line with the statutory requirements. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Siddhartha For For Siddharth Shekhar Singh, September Shekhar Singh 46, is the Senior Associate 2019 (DIN: 06873925) as Dean & Associate Professor Independent Director (Marketing) at ISB, for three years w.e.f. 2 Hyderabad and Mohali. November 2018 He is proposed to be appointed as Independent Director for three years w. E. F. 2 November 2018. His appointment is in line with the statutory requirements. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Appoint Arun Kumar For For Arun Kumar, 61, is a retired September (DIN: 03570776) as IAS officer. He is proposed to 2019 Independent Director be appointed as Independent for three years w.e.f. 9 Director for three years w. April 2019 E. F. 2 November 2018. His appointment is in line with the statutory requirements.

169 July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Ratify remuneration For For The total remuneration September of Rs. 0.12 mn to M/s proposed to be paid to the 2019 Chandra Wadhwa & Co. cost auditors in FY20 is as cost auditors for FY20 reasonable compared to the size and scale of the company’s operations. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve related party For For The company has an September transactions for FY20 existing arrangement with 2019 companies including BPCL, IOCL, GAIL, ONGC, Adani Petronet (Dahej) Port Pvt Ltd, Petronet LNG foundation and Indian LNG Transport Company Pvt. Ltd for LNG sales and regasification services. In FY19, the total quantum of transactions amounted to Rs. 367. 1 bn (~94. 5% of revenues). To execute these contracts, the company seeks approval for transactions to be undertaken in FY20 with these entities and its other associates and JVs. The aggregate amount for FY20 has not been specified. However, the company has specified that all such RPTs are in the ordinary course of business and will be conducted at arms-length. IiAS understands that the transactions are an integral part of the company’s business operations. Further, given that the approval is valid only for a year, IiAS recognizes that shareholders will get to review and approve the transactions on an annual basis. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve related party For For The company seeks September transactions with Bharat shareholders’ approval 2019 Gas Resources Limited to conduct related party (BGRL) in relation to the transactions with Bharat transactions previously Gas Resources Limited held with Bharat (BGRL), which is a wholly Petroleum Corporation owned subsidiary of Bharat Limited (BPCL) on similar Petroleum Corporation terms Limited (BPCL). As a part of corporate restructuring, BPCL has transferred its gas business to BGRL, due to which it has transferred its 12. 5% shareholding in the company along with commercial agreements for supply of goods and services to BGRL.

170 July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve amendments For For Bharat Petroleum September in the Memorandum of Corporation Limited (BPCL) 2019 Association holds 12. 5% shares and is among the promoters of the company. As a part of corporate restructuring, BPCL transferred its gas business to Bharat Gas Resources Limited (BGRL), a wholly owned subsidiary. BPCL has, therefore, transferred its shareholding in the company along with commercial agreements for supply of goods and services to BGRL. Therefore, the company intends to amend the Clause 2 of Part A of MoA to include transactions with BGRL in future. The proposed changes will have no material impact on minority shareholders. July 2019 - 27-Aug-2019 PETRONET L N G LTD. AGM Management Approve amendments in For For The company proposes September Articles of Association changes in Articles of 2019 Association. These majorly include substitution of BGRL as investor shareholder in place of BPCL. Further, it includes addition of a new clause which says that the company will have to seek approval from Gujrat Maritime Board (GMB), being the owner of the port, for acquisitions of more than 10% direct or indirect interest in the company as well as more than 5% change in shareholding pattern. The proposed changes will not have any material impact on minority shareholding. July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Adoption of standalone For For Financial analysis is helpful. September OF INDIA LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Confirm interim dividend For For The total outflow on account September OF INDIA LTD. of Rs. 5.83 per equity of dividend is Rs. 52. 5bn. 2019 share and declare final The dividend payout ratio dividend of Rs.2.50 per is 52. 8% v/s 40. 1% in the share previous year. July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To reappoint Ravi P. For For Ravi P. Singh, 59, has been September OF INDIA LTD. Singh (DIN 05240974), on the board of Power Grid 2019 as a Director for seven years. He is the Director of Personnel. His reappointment is in line with statutory requirements.

171 July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Fix remuneration of For For As per Section 142 of the September OF INDIA LTD. statutory auditors to Companies Act, 2013, 2019 be appointed by the shareholder approval is Comptroller and Auditor required to authorize the General (C&AG) of India board to fix the remuneration for FY20 of statutory auditors at appropriate level. The auditor was paid audit fees of Rs. 10. 9 mn towards audit fee for the Statutory Auditors for the Financial Year 2018- 19, which is reasonable and not materially significant considering the size of the company. We expect audit fees in FY20 to be in same range. The Statutory Auditors of Power Grid for FY20 are yet to be appointed by the C&AG. July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To appoint Rajeev For For Rajeev Kumar Chauhan, September OF INDIA LTD. Kumar Chauhan (DIN 58, an Electrical Engineer, 2019 02018931), as Director IIT Roorkee has been associated with Power Grid since 1994 He is currently Director Projects. His reappointment is in line with statutory requirements. July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To reappoint Jagdish For For Jagdish Ishwarbhai Patel, September OF INDIA LTD. Ishwarbhai Patel 54, had been on the board of 2019 (DIN: 02291361), as Power Grid since November Independent Director for 2015. Post expiry of his a period of one year from tenure (November 2018), the 17 November 2018 company is seeking approval for his reappointment for a year. His reappointment is in line with statutory obligations. July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management To appoint M. N. For For M. N. Venkatesan, 63, September OF INDIA LTD. Venkatesan (DIN: Chartered Accountant, is a 2019 02126022) as senior partner of M. R. Narain Independent Director for and Co. He specializes in a three years with effect Management and Financial from 11 July 2019 Consultancy and has wide experience of more than 35 years in the profession including as Statutory Central Auditor of Large Public Sector Banks. His appointment is in line with statutory obligations. July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Ratify remuneration of For For The remuneration to be September OF INDIA LTD. Rs.0.25 mn for Chandra paid to the cost auditor is 2019 Wadhwa & Co. and reasonable compared to R.M. Bansal & Co. as the size and scale of the joint cost auditors for company’s operations. FY20 and approve additional remuneration of Rs.12,500 for Chandra Wadhwa & Co., the lead cost auditor, for consolidated of cost audit reports July 2019 - 27-Aug-2019 POWER GRID CORPN. AGM Management Approve private For For The issuance will be within September OF INDIA LTD. placement of non- the approved borrowing 2019 convertible debentures limit of Rs. 1800 bn of the (NCDs)/bonds/other debt company. Power Grid’s securities aggregating debt programs are rated to Rs.100 bn in up to 20 CRISIL AAA/Stable/CRISIL tranches A1+, which denotes highest degree of safety regarding timely servicing of financial obligations.

172 July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Adoption of financial For For The Auditor has not offered September statements for the year any qualifications on the 2019 ended 31 March 2019 financial statements of the company. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management To declare final dividend For For Tata Metaliks Limited has September of Rs.3.5 per equity paid final dividend of Rs. 3. 5 2019 share (face value per equity share of face value Rs.10.0) Rs. 10. 0 for the year ended 31 March 2019. The total dividend outflow including dividend tax is Rs. 118. 3 mn. The dividend payout ratio is 6. 5%. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Sanjiv Paul For For Sanjiv Paul is the former September (DIN: 00086974) as a Managing Director. He 2019 Non-Executive Non- attended 71% (5/7) of the Independent Director board meetings held in liable to retire by rotation FY19 and 85% (17/20) of the board meeting in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Ms. Samita For For Ms. Samita Shah is the Group September Shah (DIN: 02350176) Head of Corporate Finance 2019 as a Non-Executive Non- and Risk Management at Independent Director Tata Steel Limited. She liable to retire by rotation retires by rotation and her reappointment is in line with statutory requirements. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Krishnava For For Krishnava Satyaki Dutt September Satyaki Dutt (DIN: is the Managing Partner 2019 02792753) as an at Argus Partners. His Independent Director reappointment is in line with from 10 September 2019 statutory requirements. He to 9 September 2024 has been on the board for seven years (since July 2012). Reappointing him for another five years will result in his cumulative tenure exceeding ten years. Once his aggregate tenure crosses ten years, we will consider him non-independent and evaluate board composition accordingly. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Reappoint Dr. Pingali For For Dr. Pingali Venugopal is September Venugopal (DIN: the Chairperson, Centre for 2019 05166520) as an Global Management and Independent Director Responsible Leadership from 10 September 2019 at XLRI, Jamshedpur. His to 9 September 2024 reappointment is in line with statutory requirements. He has been on the board for seven years (since January 2012). Reappointing him for another five years will result in his cumulative tenure exceeding ten years. Once his aggregate tenure crosses ten years, we will consider him non-independent and evaluate board composition accordingly.

173 July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Approve related party For For Coal/ coke is a key raw September transactions upto material in Tata Metaliks’ 2019 Rs.3.5 bn with T S business operations. T Global Procurement S Global Procurement Company Pte. Ltd (fellow Company Pte. Ltd subsidiary) for purchase (TSGPCPL) is involved in of coal/ coke in FY20 the business of trading of coke, steel and raw material and acts as a central procurement agency for Tata Steel Limited and its related parties. Since TSGPCPL sources the same commodity for Tata Steel Limited, Tata Metaliks will benefit from the large volumes at a better negotiated price for its comparatively smaller volume. The total value of the proposed transaction will be upto Rs. 3. 5 bn during FY20. The proposed transaction to be carried out is in the ordinary course of business and at arms-length. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Approve related party For For Tata Metaliks requires September transactions upto Rs. 3.0 iron ore lumps, fines and 2019 bn with Tata Steel Limited related items for pig iron (holding company) for production. The iron ore purchase of iron ore from Khonbond, Joda and lumps, fines in FY20 Noamundi mines of Tata Steel Limited are suitable for the grade and quality Tata Metaliks produces. To ensure stability of supplies in terms of quality and logistics, Tata Metaliks proposes to enter into transactions with Tata Steel for purchase of iron ore lumps, fines and related items upto Rs. 3. 0 bn during FY20. The proposed transaction to be carried out is in the ordinary course of business and at arms-length. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Approve related party For For To ensure stability of September transactions upto Rs. 4.5 supplies in terms of quality 2019 bn with Tata Steel Limited and logistics, Tata Metaliks (holding company) for proposes to enter into purchase of coal/ coke transactions for purchase of in FY20 coal/ coke with Tata Steel Limited upto Rs. 4. 5 bn during FY20. The quantity to be purchased from Tata Steel Limited will be based on actual price of coal and conversion charge, thereby reducing the exposure to the volatility of coke price. The proposed transaction to be carried out is in the ordinary course of business and at arms-length. July 2019 - 27-Aug-2019 TATA METALIKS LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs.0.3 mn for Shome & proposed is reasonable 2019 Banerjee as cost auditors compared to the size and for FY20 scale of the company’s operations. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Adoption of standalone For For Financial analysis is helpful. September OF INDIA LTD. and consolidated 2019 financial statements for the year ended 31 March 2019

174 July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Declare final dividend of For For The total dividend outflow September OF INDIA LTD. Rs.8.55 per equity share including dividend tax for 2019 of Rs.5 each FY19 is Rs. 6. 3bn. The dividend payout ratio is 51. 6% vs 96. 0% in FY18. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint V. Kalyana For For V. Rama is an Indian Railway September OF INDIA LTD. Rama (DIN: 07201556) Traffic Service (IRTS) officer 2019 as a Director and CMD of the company. Before joining the board, he was chief general manager of the company. He was also the CEO of TCI CONCOR Multimodal Solutions Private Limited. He is liable to retire by rotation. His reappointment is in line with statutory requirements. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint Sanjay Bajpai For Against Sanjay Bajpai is an Indian September OF INDIA LTD. (DIN: 07549036) as a Railway Traffic Service 2019 Director (Government (IRTS) officer and Executive Nominee) Director, Railway Board. He attended 5 out of 7 (71%) board meetings held in FY19 and 15 out of 22 (68%) board meetings in the past three years. We expect directors to take their responsibilities seriously and attend all board meetings: we have a 75% attendance threshold for board meetings in the three – year cycle prior to re- appointment. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management To note the appointment For For The Comptroller & Auditor September OF INDIA LTD. Arun K Agarwal & General of India (C&AG) 2019 Associates as statutory appoints the statutory auditors by the C&AG auditors. As per Section and authorize the board 142 of the Companies Act, to fix their remuneration 2013, shareholder approval for FY19, and authorize is required to authorize the the board to fix board to fix the remuneration remuneration of branch of statutory auditors at auditors appropriate level. The remuneration payable to Arun K Agarwal & Associates in FY19 is Rs. 5. 0mn, which is reasonable, given the size and scale of the operations. Further, the company has combined two resolutions for both statutory auditors and branch auditors – it should have presented two separate resolutions to shareholders. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Appoint Manoj Kumar For For Manoj Kumar Dubey was September OF INDIA LTD. Dubey (DIN: 07518387) appointed as Director, 2019 as a Director (Finance) Finance from 25 October w.e.f. 31 October 2018 2018 by the Ministry of for a period of five Railways. He was further years on the terms and appointed as CFO of the conditions decided by the company by the Board of Government of India Directors from 30 October 2018 for a period of five years. He is liable to retire by rotation. The appointment is in the pay scale of Rs. 2. 2mn to Rs. 4. 1mn and other terms and conditions regulating the appointment will be as per applicable Government guidelines and company policy. His proposed remuneration is estimated to be at Rs. 3. 6mn. His appointment is in line with statutory requirements.

175 July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Appoint Jayasankar M.K. For For Jayasankar M. K. Is a September OF INDIA LTD. (DIN: 08523769) as a member of Tirur Bar 2019 Non–Official Independent Association, having long Director for a period of standing of more than 27 three years w.e.f. 31 years in Sessions Court, July 2019 Asst. Sessions Court and Sub Court. He is also on the panel of Oriental Insurance Co. Ltd, National Insurance Co. Ltd and Sree Gokulam Chits and Finance Ltd. His appointment is in line with statutory requirements. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint Kamlesh For For Kamlesh Shivji Vikamsey is September OF INDIA LTD. Shivji Vikamsey (DIN: a Senior Partner of Khimji 2019 00059620) as a Non Kunverji & Co. He has – Official Independent also been the president Director for a period of of ICAI. He is presently one year w.e.f. 1 April the chairperson of Audit 2019 Committee of United Nations Children’s Fund (UNICEF). His reappointment is in line with statutory requirements. July 2019 - 27-Aug-2019 CONTAINER CORPN. AGM Management Reappoint Sanjeev S. For For Sanjeev Shah is a fellow September OF INDIA LTD. Shah (DIN: 00323163) member of ICAI and presently 2019 as a Non – Official the member of Managing Independent Director Committee of Federation of for a period of one year Gujarat Industries, Vadodara. w.e.f. 1 April 2019 He was first appointed on board in April 2006. His reappointment is in with statutory requirements. July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Adoption of standalone For For No Qualifications. September LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Confirm interim dividend For For The total dividend for FY19 September LTD. of Rs.8.25 per equity including an interim dividend 2019 share and declare final is Rs. 9. 25 per equity share, dividend of Re.1 per compared to Rs. 21 per equity share of Rs.10 share in the prior year. The each total outflow on account of dividend is Rs. 102. 2bn. The dividend payout ratio is at 60. 5% versus 112. 2% in the prior year. July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Reappoint S.S.V. For For S. S. V. Ramakumar joined September LTD. Ramakumar (DIN: Indian Oil in 1988 and has 2019 076264884) as a Director 30 years of experience in (R&D) research and development. He was first appointed on board in February 2017 for a period of five years. His reappointment is in line with statutory requirements. July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Reappoint Ranjan For For Ranjan Kumar Mohapatra is September LTD. Kumar Mohapatra (DIN: the former Managing Director 2019 08006199) as a Director of Indian Oil Corporation (Human Resources) (Mauritius) and has over three decades of experience in petroleum industry. He has handled various assignments in the Marketing Division of the Company including Terminal Operations, Supply Chain Management & Logistics. He is the Director (Human Resources) and first appointed on board in February 2018. His reappointment is in line with statutory requirements.

176 July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Reappoint Parindu For Against Parindu Bhagat is a former September LTD. Bhagat (01934627) director of Kandla Port Trust. 2019 as a Non – Official He was first appointed in Independent Director December 2015. He is the w.e.f. 2 December 2018 head of the legal cell of for a period of one year Gujarat BJP. We believe his affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus. July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Ratify the remuneration For For The total remuneration of September LTD. of Rs.2.02 mn payable to Rs. 2. 02 mn is reasonable 2019 cost auditors for FY20 compared to the size and scale of operations. July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Approve to provide For For Indian Oil – Adani Gas Ltd September LTD. Corporate Guarantees to (IOAGPL) was incorporated 2019 banks on behalf of a Joint in 2013 as a 50:50 Joint Venture Company, for an Venture Company with Adani amount not exceeding in Gas Ltd for implementation aggregate Rs.1.0bn of City Gas Distribution Projects in various cities in India. IOAGPL has been participating in various rounds of bidding conducted by Petroleum & Natural Gas Regulatory Board (PNGRB). In line with PNGRB regulations, authorization to the successful entity is issued by PNGRB only after the entity submits Performance Banks Guarantee from any scheduled bank. IOAGPL may require promoters’ support for issuance of Corporate Guarantees worth Rs. 2. 0bn, of which IOCL’s share is Rs. 1. 0 bn. Since the credit support is being provided in the ratio of shareholding, we support the resolution. July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Appoint Rajendra Arlekar For Against Rajendra Arlekar is September LTD. (DIN: 08518169) as an former Cabinet Minister, 2019 Independent Director for Government of Goa and a period of three years former speaker of the Goa w.e.f. 24 July 2019 Legislative Assembly. He was also the chairperson of Goa Industrial Corporation. We believe his affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus.

177 July 2019 - 28-Aug-2019 INDIAN OIL CORPN. AGM Management Appoint Sandeep Kumar For For Sandeep Kumar Gupta is September LTD. Gupta (DIN: 07570165) a fellow member of ICAI. 2019 as a Director (Finance) He has been associated with Indian Oil Corporation for more than 3 decades in various departments like corporate accounts, planning & analysis, treasury, risk management etc. Prior to being appointed as a Director (Finance) he was the Executive Director (Corporate Finance). He is on the board of IOC Middle East FZE (Subsidiary of IOC) and Indian Oil Petronas Pvt. Ltd. (Joint Venture). He is liable to retire by rotation. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. His appointment is in line with statutory requirements. July 2019 - 28-Aug-2019 U P L LTD. AGM Management Adoption of standalone For For No qualification in the September and consolidated auditor's report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 28-Aug-2019 U P L LTD. AGM Management Declare final dividend of For For The total dividend outflow September Rs. 8.0 per equity share including dividend tax for 2019 (face value Rs.2.0) FY19 is Rs. 4. 9 bn. The dividend payout ratio is 121. 2%. July 2019 - 28-Aug-2019 U P L LTD. AGM Management Reappoint Jaidev For Against Jaidev Rajnikant Shroff is September Rajnikant Shroff (DIN: designated Global CEO of 2019 00191050) as Director, the group, but he does not liable to retire by rotation hold an executive position in any of the companies. Jaidev Shroff was paid Rs. 380 mn as remuneration in FY19 from a subsidiary (FY18: Rs. 130 mn), which we believe is high. Further, that he receives remuneration from a subsidiary takes away UPL’s shareholders’ ability to vote on his remuneration. The promoter family remuneration aggregated Rs. 713 mn in FY19. July 2019 - 28-Aug-2019 U P L LTD. AGM Management Approve remuneration of For For The total remuneration September Rs.0.8 mn for RA & Co proposed is reasonable 2019 as cost auditors for FY20 compared to the size and scale of the company’s operations. July 2019 - 28-Aug-2019 U P L LTD. AGM Management Approve private For For The proposed NCDs will September placement of securities be issued within the overall 2019 upto Rs.30.0 bn by borrowing limit of Rs. 100 bn. way of non-convertible debentures (NCDs) for FY20

178 July 2019 - 28-Aug-2019 U P L LTD. AGM Management Reappoint Pradeep For Against Pradeep Vedprakash Goyal September Vedprakash Goyal is the CMD of Pradeep Metals 2019 (DIN: 00008370) as Ltd. He has been on the Independent Director for board of the company for 18 five years w.e.f 28 August years (since January 2002). 2019 Although his reappointment is compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing Pradeep Vedprakash Goyal as a non- independent non-executive director. July 2019 - 28-Aug-2019 U P L LTD. AGM Management Reappoint Dr. Reena For Against (Ms. ) Dr. Reena September Ramachandran Ramachandran is the former 2019 (DIN: 00212371) as Chairperson, Hindustan Independent Director for Organics Chemical Ltd. She five years w.e.f 28 August has been on the board of the 2019 company for 16 years (since October 2003). Although her reappointment is compliant with regulations, we consider directors to be non- independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support her reappointment as an independent director. The board must consider reappointing Dr. Reena Ramachandran as a non- independent non-executive director. July 2019 - 28-Aug-2019 SUN AGM Management Adoption of standalone For For No qualification in the September PHARMACEUTICAL financial statements for auditor's report. 2019 INDS. LTD. the year ended 31 March 2019 July 2019 - 28-Aug-2019 SUN AGM Management Adoption of consolidated For For No qualification in the September PHARMACEUTICAL financial statements for auditor's report. 2019 INDS. LTD. the year ended 31 March 2019 July 2019 - 28-Aug-2019 SUN AGM Management Declare a final dividend For For The total dividend for FY19 is September PHARMACEUTICAL of Rs.2.75 per equity Rs. 2. 75 per share. The total 2019 INDS. LTD. share (face value of dividend outflow (including Re.1.0) dividend tax for FY18) is Rs. 7. 9 bn. July 2019 - 28-Aug-2019 SUN AGM Management Reappoint Sailesh T. For For Sailesh T. Desai is a September PHARMACEUTICAL Desai (DIN: 00005443) Whole Time Director in the 2019 INDS. LTD. as Director liable to retire company. He is liable to by rotation retire by rotation and his reappointment is in line with all statutory requirements. July 2019 - 28-Aug-2019 SUN AGM Management Reappoint For For Kalyanasundaram September PHARMACEUTICAL Kalyanasundaram Subramanian is a Whole 2019 INDS. LTD. Subramanian (DIN: Time Director in the 00179072) as Director company. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. July 2019 - 28-Aug-2019 SUN AGM Management Ratify remuneration of For For The remuneration proposed September PHARMACEUTICAL ~Rs. 2.3 mn payable to B to be paid to the cost auditor 2019 INDS. LTD. M Sharma & Associates, in FY20 is reasonable as cost auditor for FY20 compared to the size and scale of operations.

179 July 2019 - 28-Aug-2019 SUN AGM Management Approval for waiver For For Changes in the regulation September PHARMACEUTICAL of recovery of the requires the company to 2019 INDS. LTD. excess remuneration revalidate the remuneration aggregating Rs.6.4 mn paid to non-executive paid to Non-Executive directors in FY14. While Directors for the year we recognize that the ended 31 March 2014 remuneration paid of non- executive directors in FY14 exceeded the then regulatory thresholds, the aggregate remuneration of Rs. 6. 4 mn is reasonable and commensurate with the size of their responsibilities. July 2019 - 28-Aug-2019 SUN AGM Management Revise the terms For For Kalyanasundaram September PHARMACEUTICAL of remuneration of Subramanian’s 2019 INDS. LTD. Kalyanasundaram responsibilities have Subramanian (DIN: expanded to include China 00179072), Whole Time and Japan business and Director w.e.f. 4 July corporate initiatives. His 2019 to 13 February remuneration, which was 2021 being paid by a subsidiary, will now be borne by Sun Pharma. The proposed FY20 remuneration of Rs. 57. 3 from SPIL (capped to a maximum of Rs. 90 mn), is in line with peers and commensurate with his experience and responsibilities. July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Adoption of financial For For No qualification in the September (INDIA) LTD. statements for the year auditor's report. 2019 ended 31 March 2019 July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Reappoint Chandrasekar For For Chandrasekar Meenakshi September (INDIA) LTD. Meenakshi Sundaram Sundaram is Whole-time 2019 (DIN: 07667965) as Director of the company. He Director retires by rotation and his reappointment is line with the statutory requirements. July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Approve payment of For For The company paid a total September (INDIA) LTD. commission to Non- of Rs. 5. 8 mn (0. 05% of 2019 Executive Directors not PBT) as commission to its exceeding 1% of net non-executive directors in profits, upto Rs. 1.5 mn FY19, which is reasonable. per director from FY20 The company has fixed an absolute cap on the commission payable to each non-executive director at Rs. 1. 5 mn per annum, which is a good practice. July 2019 - 28-Aug-2019 COLGATE-PALMOLIVE AGM Management Appoint Ram Raghavan For For The company seeks to September (INDIA) LTD. as Managing Director appoint Ram Raghavan as 2019 for five years from 1 Managing Director for five August 2019 and fix his years from 1 August 2019 remuneration and fix his remuneration. Prior to his appointment, Ram Raghavan served as Vice- President, Marketing of Asia Pacific Division of Colgate- Palmolive. Ram Raghavan’s proposed maximum remuneration of up to Rs. 158. 0 mn is commensurate with the size and complexity of the business and is in line with peers. He is entitled to receive stock options from the holding company – we expect companies to disclose granular details on the maximum number of stock options that may be granted to directors.

180 July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Adoption of financial For For No Qualifications from September LTD. statements for the year auditors. 2019 ended 31 March 2019 July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Declare equity dividend For For CUB proposes a final September LTD. of Rs. 0.5 per share dividend of Rs. 0. 5 per equity 2019 (Face Value: Re. 1) share of face value Rs. 1 for FY19, 67% higher than Rs 0. 3 per share, paid in FY17 and FY18. The dividend payout ratio is 6. 5%. In July 2018 CUB issued 1 bonus equity share for every 10 equity shares held. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To reappoint Sundaram For For CUB proposes to reappoint September LTD. & Srinivasan as statutory Sundaram & Srinivasan 2019 auditors for one year and as statutory auditors of the fix remuneration at Rs. Bank for FY20. They were 2.92 mn appointed as the auditors of the bank in FY18. The reappointment is in line with all the statutory requirements. The previous auditors of the Bank were P. Chandrasekar, Chartered Accountants. The proposed remuneration of Rs 2. 92 mn is in line with the size and operations of the bank. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint branch For For CUB proposes to appoint a September LTD. auditors and fix their branch auditor in consultation 2019 remuneration with the statutory auditors to audit the bank’s branches/ offices that are not audited by the central statutory auditors. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint R. Mohan For Against R Mohan is former Chief September LTD. (DIN 06902614) as General Manager – CUB. 2019 part-time Chairperson After retirement, he was for three years from appointed as director on 4 May 2019 and fix the board of the bank on 28 remuneration June 2014. Once the period of three years since his employment was over, CUB proposed to appoint him as independent director for the remainder of his eight-year tenure in the AGM of 2017. However, since he was on the board of CUB as non- independent director during this three-year period, we believe that the cooling off period was not truly been observed and do not classify him as independent. The proposed remuneration of Rs 3. 3 mn is commensurate with the responsibilities of the chairperson of City Union Bank.

181 July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Ratify variable pay of For For Dr. N. Kamakodi was paid September LTD. Rs 0.3 mn for FY17 a remuneration of Rs 9. 3 2019 and approve revision in mn for FY19. He was not remuneration from 1 May granted any ESOPs in the 2018 for Dr. N. Kamakodi year. As per our estimates (DIN 02039618) his proposed remuneration Managing Director & from 1 May 2018 can go upto CEO Rs 15. 6 mn. If he is granted ESOPs in FY20, we estimate his proposed remuneration at Rs 27. 6 mn based on past trends. The estimated proposed remuneration is in line with that paid to industry peers and commensurate with the size and complexities of the business. We expect the bank to remain judicious in its ESOP grants and remuneration payouts. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint Vaidyanathan For For K. Vaidyanathan has September LTD. Kalyanasundaram worked with the Govt. Of 2019 (DIN 07120706) as India, Central Public Sector Independent Director for Enterprises, he has been five years from 29 August General Manager - Reliance 2019 Industries Ltd. , Dy. General Manager - Bharat Earth Movers Ltd. , and also Director - Oil Prices Review Committee. His appointment is in line with all statutory requirements. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To appoint For For T K Ramkumar is Partner - September LTD. Thirukkarugavur Ram and Rajan Associates, 2019 Krishnamoorthy a law firm. He was an Ramkumar (DIN Independent Director on 02688194) as the board from 11 June Independent Director for 2009 till 10 June 2017. CUB five years from 29 August proposes to appoint him as 2019 Independent Director after cooling off period of 2 years from 29 August 2019. His appointment is in line with all statutory requirements. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management To reappoint Ms. Abarna For For Ms. Abarna Bhaskar is a September LTD. Bhaskar (DIN 06971635) Chartered Accountant. She 2019 as Independent Director has been an Independent upto 24 October 2022 Director on the board of the bank since 25 October 2014. Her reappointment till 24 October 2022 (total period of 8 years) is in line with all statutory requirements. July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Approval for raising For For The funds, when raised, will September LTD. capital through QIP for be used for continued growth 2019 an amount not exceeding and to facilitate the additional Rs 5 bn capital requirements under Basel III norms. If the entire quantum of Rs 5. 0 bn is raised (at current market prices of Rs 196. 8 per share), we estimate that CUB will issue ~ 25. 4 mn shares (of face value Re 1) and the maximum dilution will be ~ 3. 34% on the post issue paid up equity share capital.

182 July 2019 - 29-Aug-2019 CITY UNION BANK AGM Management Approve alteration in the For For The Articles of Association September LTD. Articles of Association of the Bank were based 2019 on the provisions of the erstwhile Companies Act, 1956. The bank proposes to partially alter the Articles of Association in line with the provisions of the Companies Act, 2013. While the bank has provided a list of the changes and the reasons for the same in the notice of the AGM, to review the proposed AoA shareholders must visit the registered office of the bank. A copy of the proposed AoA could have been posted on the bank’s website for ease of access for all shareholders. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Adoption of standalone For For Financial analysis is helpful. September CORPN. LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Confirm two interim For For The total outflow on account September CORPN. LTD. dividends aggregating to of dividend for FY19 is Rs. 2019 Rs.6.25 per equity share 65. 4bn. The dividend payout and declare final dividend ratio is 55. 6% v/s 49. 1% in of Re.0.75 per equity the previous year. share of Rs.5 each July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Subhash For For Subhash Kumar, 57, has September CORPN. LTD. Kumar (DIN 07905656), been on the board of 2019 as a Director ONGC for a year. He is the Director of Finance. His reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Rajesh Kakkar For For Rajesh Kakkar, 58, has been September CORPN. LTD. (DIN 08029135), as a on the board of ONGC for 2019 Director a year. He is the Director of Offshore. His reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Fix remuneration of For For The Comptroller & Auditor September CORPN. LTD. statutory auditors to General of India (C&AG) 2019 be appointed by the appoints the statutory Comptroller and Auditor auditors. As per Section General (C&AG) of India 142 of the Companies Act, for FY20 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fee of Rs. 40. 5 mn (excluding travelling and out of pocket expenses) in FY19 is commensurate with the size and complexity of the company: we expect audit fees in FY20 to be in same range.

183 July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Navin Chandra For For Navin Chandra Pandey, 59, September CORPN. LTD. Pandey (DIN: 08252350), a Mechanical Engineer has 2019 as Director (Technical been with ONGC since 1982. & Field Services) with At ONGC he has held several effect from 29 October positions in both offshore 2018 on the terms and and onshore portfolio. He is conditions set out by the well versed in offshore deep Government of India waters and shallow waters as well as onshore drilling. He is liable to retire by rotation. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. His appointment is in line with statutory requirements. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Alka Mittal (DIN For For Alka Mittal, 57, is a September CORPN. LTD. 07272207) as Director Postgraduate in Economics, 2019 (Human Resources) with MBA in Human Resource effect from 27 November Management and Doctorate 2018 on the terms and in Commerce and Business conditions set out by the Studies. She has over 33 Government of India years of experience spanning diverse roles in the field of Human Resources. She has also worked as Head CSR at ONGC. She is liable to retire by rotation. Her terms of appointment are not disclosed. Notwithstanding, she will retire by rotation. Her proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. Her appointment is in line with statutory requirements.

184 July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Amar Nath For Against Amar Nath, 53, Joint September CORPN. LTD. (DIN 05130108) as Secretary (Exploration) 2019 Nominee Director for Ministry of Petroleum & three years with effect Natural Gas joined the from 28 June 2019 ONGC board for a period of three years in June 2016. The Government of India with effect from 28 June 2019 has appointed him as a Government Nominee on the ONGC board for a further period of three years or until further order. During FY19, he attended 50% of the board meeting and in a three year span his average attendance was 69%. We expect directors to take their responsibilities seriously and attend all board meetings: we have a 75% attendance threshold for board meetings in the three-year cycle prior to re-appointment. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Ajai Malhotra For For Ajai Malhotra, 65, a retired September CORPN. LTD. (DIN 07361375) as Officer of Indian Foreign 2019 Independent Director for Services has been on the a period of one year with board of ONGC for three effect from 20 November years. His reappointment for 2018 a period of one year is in line with statutory requirements. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint Shireesh B For For Shireesh B Kedare, 55, a September CORPN. LTD. Kedare (DIN 01565171) Professor at IIT Bombay 2019 as Independent Director has been on the board of for a period of one year ONGC for three years. His with effect from 20 reappointment for a period November 2018 of one year is in line with statutory requirements. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Reappoint K M For For K M Padmanabhan, 62, September CORPN. LTD. Padmanabhan a Chartered Accountant 2019 (DIN 00254109) as has been on the board of Independent Director for ONGC for three years. His a period of one year with reappointment for a period effect from 20 November of one year is in line with 2018 statutory requirements. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Amitava For For Amitava Bhattacharyya, 65, September CORPN. LTD. Bhattacharyya is a retired IAS Officer and 2019 (DIN 08512212) as former Chairperson of the Independent Director for Staff Selection Commission a period of three year of India. During his career, with effect from 19 July he served the Gujarat 2019 Government in various capacities both in the field as well as the Secretariat and for two years with the UPSC as Secretary. During his service, he also was In- charge of Internal Finance Division of Ministry of Labour, Government of India and was acting as Chief Finance Officer & Financial Advisor of Employees Provident Fund (EPF). His appointment is in line with statutory requirements.

185 July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Ratify payment of Rs.3 For For "The company has appointed September CORPN. LTD. mn as remuneration to Bandyapadhyaya, Bhaumik & 2019 six cost auditors for FY20 Co, ND Birla & Co, Joshi Apte & Associates, M Krishnaswamy & Associates, Musib & Co and Chandra Wadhwa & Co as cost auditors for FY19. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. " July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Issue a letter of comfort For Against During FY19, OPAL ran at September CORPN. LTD. to ONGC Petro-additions an average plant capacity 2019 Limited (OPAL), a related of 70% and it is expected party, upto Rs. 26.80 bn to reach100% operating capacity in the current financial year, despite, it reported a net loss of Rs. 14. 2 bn in FY19 (Rs. 22. 2 bn in FY18) and requires financial support from its investors. ONGC is the largest shareholder with 49. 4% stake, followed by GAIL (49. 21%) and balance 1. 43% is held by GSPCL. ONGC proposes to give letter of comfort upto Rs. 28. 6 bn for the debt to be raised by OPAL. Including the current letter of comfort, ONGC’s exposure towards OPAL’s liabilities will be 8. 5% of its networth. ONGC’s financial support for OPAL is non-proportional to its equity interest. The company has not given any guidance on OPAL’s ability to fulfill its financial obligations. July 2019 - 30-Aug-2019 OIL & NATURAL GAS AGM Management Appoint Rajesh Kumar For For Rajesh Kumar Srivastava, September CORPN. LTD. Srivastava (DIN: 56, has a Master's Degree 2019 08513272), as Director in Engineering Geology (Exploration) with from Indian Institute of effect from 02 August Technology, Kanpur. He has 2019 on the terms and over 35 years of experience conditions set out by the spanning up-stream Government of India hydrocarbon exploration from well site operations, development geology, seismic data interpretation to monitoring and planning of exploration. He has been with ONGC since 1984 wherein he joined as a Geologist at Krishna Godavari Basin, Rajahmundry. He is liable to retire by rotation. His terms of appointment are not disclosed. Notwithstanding, he will retire by rotation. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. His appointment is in line with statutory requirements.

186 July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Adoption of standalone For For Financial analysis is helpful. September CORPN. LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Confirm interim dividend For For The total outflow on account September CORPN. LTD. of Rs.11 per equity share of dividend (including 2019 and declare final dividend dividend distribution tax) is of Rs.8 per equity share Rs. 45. 0 bn. The dividend of Rs.10 each payout ratio is 63. 1%. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Reappoint K Padmakar For For K Padmakar, 58, is the September CORPN. LTD. (DIN: 08021800) as Director (Human Resources). 2019 Director He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Fix remuneration of For For The Comptroller & Auditor September CORPN. LTD. joint statutory auditors General of India (C&AG) 2019 to be appointed by the appoints the statutory Comptroller and Auditor auditors. As per Section General of India for FY20 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 5. 8 mn in FY19 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY20 to be in same range. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Appoint Arun Kumar For For Arun Kumar Singh is a September CORPN. LTD. Singh (DIN: 06646894) Mechanical Engineer with the 2019 as Director (Marketing) first rank from the National from 1 October 2018 and Institute of Technology, fix his remuneration Patna. He has headed various business units and entities in BPCL viz. Retail, LPG, Pipelines and Supply Chain Optimization and has an overall experience of over 34 years. The terms of his appointment are not disclosed. Arun Kumar Singh was appointed to the board on 1 October 2018 and was paid Rs. 5. 4 mn for six months of service in FY19. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSEs to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

187 July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Appoint Neelakantapillai For For Neelakantapillai Vijayagopal September CORPN. LTD. Vijayagopal (DIN: is a member of the Institute 2019 03621835) as Director of Chartered Accountants (Finance) from 17 of India and a Bachelor of December 2018 and fix Law. He has experience his remuneration of 31 years in financial management. The terms of his appointment are not disclosed. Neelakantapillai Vijayagopal was appointed to the board on 17 December 2018 and was paid Rs. 3. 5 mn for three and a half months of service in FY19. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSEs to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Reappoint Rajesh Kumar For For Rajesh Kumar Mangal, 53, September CORPN. LTD. Mangal (DIN: 03033081) is Senior Partner of B. Jain 2019 as Independent Director & Associates, Chartered for one year from 1 Accountants. He has been December 2018 on the board for close to four years (from December 2015). His reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Appoint Harshadkumar For For Harshadkumar Shah, 69, September CORPN. LTD. Shah (DIN: 08511473) is Former Vice-Chancellor, 2019 as Independent Director Children's University, for three years from 16 Gandhinagar. He has July 2019 authored and published over 15 books on education. His appointment is in line with statutory requirements. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Ratify related party For For BPCL proposes to ratify September CORPN. LTD. transactions with Bharat transactions with Bharat 2019 Oman Refineries Limited Oman Refineries Limited for FY19 and approve (BORL) for purchase of transactions for FY20 goods (crude oil, MS, HSD, LPG, Naphtha, SKO, ATF, project materials, etc), sale of goods (crude oil, lubricants, etc), and interest income on loans, rendering/receiving of services, canalizing commission, demurrage, port charges, employee deputation, lease rental, etc amounting to Rs. 340. 4 bn in FY19. The company also expects similar transactions in FY20 aggregating to Rs. 391. 5 bn. These transactions are in the ordinary course and determined on an arm’s length basis. July 2019 - 30-Aug-2019 BHARAT PETROLEUM AGM Management Ratify payment For For The company has appointed September CORPN. LTD. of Rs.400,000 as ABK & Associates and 2019 remuneration to Bandyopadhyaya Bhaumik cost auditors, ABK & Co as cost auditors for & Associates and FY20. The total remuneration Bandyopadhyaya proposed to be paid to the Bhaumik & Co, for FY20 cost auditors is reasonable compared to the size and scale of operations.

188 July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Adoption of standalone For For No Qualifications. September and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Confirm interim dividend For For The company declared an September of Rs 5.52 per equity interim dividend of Rs. 5. 52 2019 share of Re.1.0 each per equity share of face value Re. 1. 0 for the year ended 31 March 2019. The total dividend outflow including dividend tax for FY19 is Rs. 20. 3 bn. The dividend payout ratio was 43. 8%. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Sandeep For For Sandeep Tula is the September Tula (DIN: 07261884) as Director (Personnel) of the 2019 Director, liable to retire by company. He is liable to rotation retire by rotation and his reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Saraswati For For Saraswati Prasad is an September Prasad (DIN: 07729788) IAS officer and the former, 2019 as Director, liable to retire Additional Secretary, Ministry by rotation of Steel. He is liable to retire by rotation and his reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Baijendra For For Baijendra Kumar Nair is an September Kumar Nair (DIN: IAS officer and the former, 2019 03289526) as Director, Additional Chief Secretary liable to retire by rotation to the Chief Minister, Chhattisgarh. He is the Chairperson of the board. He is liable to retire by rotation and his reappointment is in line with statutory requirements. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Authorise the board to For For The Comptroller & Auditor September fix FY20 remuneration General of India (C&AG) 2019 of statutory auditors that appoints the statutory are appointed by the auditors. As per Section Comptroller and Auditor- 142 of the Companies Act, General of India (CAG) 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 9. 3 mn in FY19 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY20 to be in same range. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Arun Kumar For For Arun Kumar Srivastava is a September Srivastava (DIN: chartered accountant and 2019 01940109) as an a senior partner of Kumar Independent Director Swarup & Co. He was for a period of one year, appointed as an Independent w.e.f. 13 November 2018 Director in November 2015. His reappointment as an Independent director is in line with statutory requirements. We believe regulations require the company to seek shareholder approval via special majority for reappointment of Independent Directors.

189 July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Ms. Bhagwati For For Ms. Bhagwati Mahesh September Mahesh Baldewa Baldewa is an Entrepreneur. 2019 (DIN: 01537251) as an She was appointed as Independent Director an Independent Director for a period of one year, in November 2015. Her w.e.f. 12 November 2018 reappointment as an Independent director is in line with statutory requirements. We believe regulations require the company to seek shareholder approval via special majority for reappointment of Independent Directors. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Pradip For For Pradip Bhargava is a September Bhargava (DIN: retired IAS officer. He was 2019 01986827) as an appointed as an Independent Independent Director Director in November 2015. for a period of one year, His reappointment as an w.e.f. 26 November 2018 Independent director is in line with statutory requirements. We believe regulations require the company to seek shareholder approval via special majority for reappointment of Independent Directors. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Syamal Kumar For For Syamal Kumar Sarkar September Sarkar (DIN: 07387840) is the former, Secretary, 2019 as an Independent Department of Personnel Director for a period and Training. He also of one year, w.e.f. 26 teaches in the TERI November 2018 University, Delhi. He was appointed as an Independent Director in November 2015. His reappointment as an Independent director is in line with statutory requirements. We believe regulations require the company to seek shareholder approval via special majority for reappointment of Independent Directors. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Reappoint Shyam Murari For For Shyam Murari Nigam is a September Nigam (DIN: 07355272) former Member, Central 2019 as an Independent Board of Direct Taxes Director for a period (CBDT), Department of of one year, w.e.f. 26 Revenue. He was appointed November 2018 as an Independent Director in November 2015. His reappointment as an Independent director is in line with statutory requirements. We believe regulations require the company to seek shareholder approval via special majority for reappointment of Independent Directors.

190 July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Appoint Amitava For For Amitava Mukherjee is the September Mukherjee (DIN: former, General Manager of 2019 08265207) as Director Rail Vikas Nigam Limited. He (Finance) for a period was appointed as Director of five years w.e.f 20 (Finance) on 20 November November 2018 on the 2018 for five years, or till the term and conditions date of his superannuation, set by the Government or until further orders from of India the Government of India, whichever earlier. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the remuneration to its shareholders through the AGM notice. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Appoint Alok Kumar For For Alok Kumar Mehta previously September Mehta (DIN: 07474850) served as Executive Director 2019 as Director (Commercial) in NMDC. He was appointed for a period of five years as Director (Commercial) w.e.f 1 June 2019 till on 1 June 2019, till the date 30 September 2021 on of his superannuation, or the term and conditions until further orders from set by the Government the Government of India, of India whichever earlier. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the remuneration to its shareholders through the AGM notice. July 2019 - 30-Aug-2019 N M D C LTD. AGM Management Approve remuneration of For For The remuneration to be September Rs. 600,000 for Tanmaya paid to the cost auditor is 2019 S Pradhan & Co, as cost reasonable compared to auditors for FY20 the size and scale of the company’s operations. July 2019 - 03-Sep-2019 IRCON AGM Management Adoption of standalone For For Financial analysis is helpful. September INTERNATIONAL LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 03-Sep-2019 IRCON AGM Management Confirm interim dividend For For The total dividend outflow September INTERNATIONAL LTD. of Rs. 10.72 per equity (including dividend tax for 2019 share and declare final FY19) is Rs. 2. 0 bn, and dividend of Rs. 10.825 the dividend payout ratio is per equity share (face 45. 6%. value Rs. 10.0) for FY19 July 2019 - 03-Sep-2019 IRCON AGM Management Reappoint Deepak For For Deepak Sabhlok, 59, is September INTERNATIONAL LTD. Sabhlok (DIN: 03056457) Director (Projects), IRCON 2019 as Director International Limited. He retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 03-Sep-2019 IRCON AGM Management Fix remuneration of For For The auditors of a government September INTERNATIONAL LTD. statutory auditors to company are to be appointed 2019 be appointed by the or reappointed by the Comptroller and Auditor Comptroller and Auditor General of India for FY20 General of India. We observe that the auditor was paid audit fees of Rs. 4. 3 mn towards audit fee for the Statutory Auditors for FY19 which is reasonable and not materially significant considering the size of the company.

191 July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Piyush Agarwal For For Piyush Agarwal, 59, September INTERNATIONAL LTD. (DIN: 08305385) as is Additional Member, 2019 Non-Executive Non- Planning, Railway Board and Independent Director a nominee director of the from 17 December 2018 Ministry of Railways. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Yogesh Kumar For For Yogesh Kumar Misra, 54, September INTERNATIONAL LTD. Misra (DIN: 07654014) was appointed as Director 2019 as Director (Works) from (Works) from 28 December 28 December 2018 for 2018 by the Ministry of five years and fix his Railways. He will be liable remuneration to retire by rotation. His remuneration will be in the pay scale of Rs. 2. 2 mn to Rs. 4. 1 mn per annum and other terms and conditions regulating the appointment will be as per applicable Government guidelines and company policy. His proposed remuneration is estimated to be at Rs. 4. 8mn, based on the remuneration he received for three months on the board. The granular details of proposed remuneration are not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSEs to disclose the granular details of proposed remuneration to its shareholders through the AGM notice. July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Hari Mohan For For Hari Mohan Gupta, 53, is September INTERNATIONAL LTD. Gupta (DIN: 08453476) Executive Director (Works), 2019 as Non-Executive Non- Railway Board and a Independent Director nominee director of the from 15 May 2019 Ministry of Railways. He is liable to retire by rotation and his appointment is in line with statutory requirements. July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Avineesh Matta For For Avineesh Matta, 60, is September INTERNATIONAL LTD. (DIN: 00011749) as Founding Partner, AVA 2019 Independent Director for & Associates, Chartered one year from 15 July Accountants. He was 2019 Independent Director of IRCON International Limited from 8 April 2016 till 31 March 2019, when his term expired. His appointment is in line with statutory requirements. July 2019 - 03-Sep-2019 IRCON AGM Management Appoint Ms. Vasudha For For Ms. Vasudha Kamat, 67, September INTERNATIONAL LTD. Kamat (DIN: 07500096) is Former Vice-Chancellor, 2019 as Independent Director SNDT Women's University. for one year from 15 She was Independent July 2019 Director of IRCON International Limited from 22 April 2016 till 31 March 2019, when her term expired. Her appointment is in line with statutory requirements. July 2019 - 03-Sep-2019 IRCON AGM Management Approve remuneration For For The proposed remuneration September INTERNATIONAL LTD. of Rs. 50,000 for R M is reasonable, compared 2019 Bansal & Co. as cost to the size and scale of the auditors for FY20 company’s operations.

192 July 2019 - 07-Sep-2019 CRISIL LTD. Postal Ballot Management Reappoint M Damodaran For For M Damodaran is the former September (DIN: 02106990) as an Chairperson of SEBI. He 2019 Independent Director attended 67% (4/6) of the from 1 December 2019 to board meeting held in 2018 13 January 2024 and 82% (14/17) of the board meetings held in the past three years. In 2019, he has attended all four board meetings held till date. We expect directors to take their responsibilities seriously and attend all board meetings. Recent changes in SEBI’s LODR require directors having attained the age of 75 years to be reapproved by shareholders through a special resolution: he will attain 75 years of age during the proposed term. His reappointment is in line with statutory requirements. July 2019 - 07-Sep-2019 CRISIL LTD. Postal Ballot Management Reappoint Ms. Vinita For For Vinita Bali is the former September Bali (DIN: 00032940) as Managing Director of 2019 an Independent Director Britannia Industries. Her from 1 December 2019 to reappointment is in line with 13 February 2024 statutory requirements. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Adoption of financial For For Financial analysis is useful. September LTD statements for the year 2019 ended 31 March 2019 July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Confirm interim dividend For For The company paid an interim September LTD of Rs. 9.5 per equity dividend of Rs. 9. 5 per 2019 share and declare a final equity share and proposes dividend of Rs. 10.5 per a final dividend of Rs. 10. 5 equity share (face value per equity share of face value of Rs.10.0) Rs. 10. 0 for the year ended 31 March 2019. The total dividend outflow including dividend tax for FY19 is Rs. 2. 4 bn. The dividend payout ratio is 43. 5%. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management To not fill the vacancy For For Satish Gavai, 60, is former September LTD caused by retirement Chief Executive Officer, 2019 of Satish Gavai (DIN: MIDC, Mumbai. He is 01559484), who is a a representative of the director liable to retire by Government of Maharashtra. rotation However, he did not attend any of the board meetings during a period of twelve months with or without seeking leave of absence. As per provisions of Section 167 (1) (b) of the Companies Act 2013, MGL does not recommend Satish Gavai for reappointment. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Ratify remuneration of For For The remuneration proposed September LTD Rs. 345,000 payable to to be paid to the cost auditor 2019 M/s. Dhananjay V. Joshi in FY19 is reasonable & Associates, as cost compared to the size and auditors for FY20 scale of operations. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Enter into related party For For In FY19, the company September LTD transactions aggregating purchased and transported 2019 Rs. 25.0 bn in FY21 gas aggregating Rs. 12. 6 bn from related parties. Similar transactions are likely in FY20 aggregating to Rs. 21. 5 bn for which approval was taken in the AGM of 2018. MGL currently seeks approval for upto Rs 25. 0 bn for FY21. The proposed transactions are in ordinary course and at arm’s length.

193 July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Dr. Ashutosh For For Dr. Ashutosh Karnatak, 59, September LTD Karnatak (DIN: is Chairperson and MD of 2019 03267102) as GAIL (India) Ltd. He was first Non-Executive Non- appointed on the board on Independent Director 28 May 2015. He stepped off from 1 August 2019 the board on 27 May 2017 and is being reappointed from 1 August 2019. His appointment is in line with all statutory requirements. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Deepak Sawant For For Deepak Sawant, 56, is September LTD (DIN: 07339381) as nominee of GAIL (India) 2019 Director from 09 May (promoter with 32. 5% 2019 ownership in the company). He has over 28 years of experience in the natural energy sector. He is being appointed as Deputy Managing Director. His appointment is in line with all statutory requirements. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Deepak Sawant For For Deepak Sawant’s proposed September LTD (DIN: 07339381) as fixed remuneration 2019 Deputy Managing aggregates ~Rs. 5. 7 mn. Director beginning Further, he is entitled to 09 May 2019, up to a receive a performance maximum of five years, related pay as per GAIL and fix his remuneration (India)’s rules, however, there is no clarity on the quantum for such payouts. Mahanagar Gas’ Managing Director’s remuneration in the past has been reasonable; we expect the company to remain judicious in its remuneration payouts for its Deputy MD as well. July 2019 - 09-Sep-2019 MAHANAGAR GAS AGM Management Appoint Trivikram For For Trivikram Arun Ramanathan, September LTD Arun Ramanathan 37, is General Manager of 2019 (DIN: 08035390) as Shell’s upstream business Non-Executive Non- in India and Managing Independent Director Director of BG Exploration from 10 May 2019 and Production India Limited (a 100% subsidiary of Royal Dutch Shell), an oil and gas producing subsidiary. His appointment is in line with all statutory requirements. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Adopt the standalone and For For No qualification in auditor's September consolidated financial report. 2019 statements for the year ended 31 March 2019 July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Confirm interim dividend For For The total dividend is Rs. 4. 0 September of Rs.2.5 per share and per share for FY19, including 2019 declare a final dividend dividend distribution tax of Rs.1.5 per share (face amounts to Rs. 6. 6bn. The value of Re.1.0 each) dividend payout ratio is 16. 3% in FY19 (18. 1% in FY18). July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Reappoint Rajnish Sarna For For Rajnish Sarna is a fellow September (DIN: 06429468) as member of ICIA and former 2019 Director CFO of PI Industries. He is associated with the company for over 23 years in various roles ranging from finance, IT, business development, CSM operations and mergers & acquisition. He current role is focused on identifying new business opportunities, investor relations and mergers & acquisition. His reappointment is in line with statutory requirements.

194 July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Approve the elevation For For Mayank Singhal is the September of Mayank Singhal part of the promoter group 2019 (DIN: 00006651) from and joined PI Industries MD & CEO to Vice in 1996. He was inducted Chairperson & MD for on the board as Joint a period of three years Managing Director in 2004 w.e.f. 9 September and subsequently became 2019 and increase the Managing Director & CEO in remuneration 2009. The board proposes to elevate him from Managing Director & CEO to Vice Chairperson & Managing Director and increase his remuneration. He was paid Rs106. 4mn in FY19 and his proposed remuneration is Rs. 113. 4mn. The company has not specified the quantum payable to Mayank Singhal either in percentage terms or absolute terms. His elevation is line with statutory requirements and his proposed remuneration is commensurate with the size and complexity of the business and comparable to peers. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Appoint Dr. Raman For For Dr. Raman Ramachandran September Ramachandran (DIN: is the former Chairperson & 2019 00200297) as Director, Managing Director of BASF liable to retire by rotation India and was the head of the BASF legal entities in South Asia. He has over two decades of experience in global chemicals business. He was also a member of BASF India’s executive committee of the global agricultural products division and its global R&D steering committee. His appointment is in line with the statutory requirements. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Appoint Dr. Raman For For Dr. Raman Ramachandran’s September Ramachandran (DIN: proposed remuneration 2019 00200297) as Whole- is Rs. 65. 35mn which is time Director from 1 July commensurate with the 2019 to 8 September size and complexity of the 2019 and as MD & CEO business and comparable from 9 September 2019 to peers. The company has to 30 June 2022 and fix not specified the quantum his remuneration of commission payable to him either in percentage terms or absolute terms. His appointment is in line with statutory requirements. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Approve payment of For For The company proposes September commission for Non – to extend payment of 2019 Executive Directors at an commission to its non – amount not exceeding executive directors, not 1% of net profits for five exceeding 1% of net profits. years from FY20 The proposed remuneration is reasonable. As a good practice we encourage companies to set a cap in absolute terms on the commission payable.

195 July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Approve the continuation For For Pravin Laheri is an September of Pravin Laheri (DIN: Independent Director and 2019 00499080) on the board was inducted on the board post attainment of 75 in January 2010 and was years of age on 28 March reappointed in FY14 for a 2020 period of three years and in FY17 was a period of five years till FY22. In line with recent changes in SEBI’s LODR the company seeks shareholder approval for his continuation on the board post attaining the age of 75 years. His continuation on the board is in line with statutory requirements. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Ratify remuneration of For For The total remuneration September Rs.300,000 paid to K.G. proposed to the cost auditors 2019 Goyal & Co., as cost in the financial year ending auditors for FY20 31 March 2020 is reasonable compared to the size and scale of the company’s operation. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Adopt a new set of For For The company is seeking September Articles of Associations approval of shareholders for 2019 based on provision of the the adoption of the new set Companies Act 2013 of AoA by aligning it with the provisions of Companies Act, 2013. The revised Articles of Associations have been uploaded on the website. The articles provides for a permanent board seat to Mayank Singhal (MD & Vice Chairperson) – not being liable to retire by rotation. Mayank Singhal is currently an executive director, and therefore appointed for a fixed term: shareholders will get a chance to vote on his reappointment periodically. Notwithstanding, if the company choses to reclassify him as a non – executive director in the future, we expect the company to make his position liable to retire by rotation. July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management To approve For For "The present authorized September reclassification of the share capital of the 2019 authorized share capital company is Rs. 723 of Rs.723 mn and to mn divided into 223 mn alter capital clause V equity shares of Rs. 1 of the Memorandum of each and 5 mn preference Association shares of Rs. 100 each. PI Industries has not issued any preference shares and has no intent to issue preference shares in near future. Hence, the company proposes to reclassify the authorized share capital to Rs. 723mn divided into 723mn equity shares of Rs. 1 each. The reclassification of authorized capital would require amendment to the existing Clause V of the Memorandum of Association. "

196 July 2019 - 09-Sep-2019 P I INDUSTRIES LTD. AGM Management Alter Main Objects For For The company intends to September clause of Memorandum widen the scope of business 2019 of Associations (MoA) to activities and expand into expand its activities and dealing with real estate venture not new areas of development of industrial business land either alone or in consortium and to deal in R&D, testing, prototyping, manufacture, consulting and sale of energy storage cells, devices for different application areas. The company proposes to add two new clauses to existing object clause. We believe it is the board’s and the management’s prerogative to decide on business diversifications. Nevertheless, the proposed business diversification carries several business and financial risk. July 2019 - 16-Sep-2019 BHARAT AGM Management Adoption of standalone For For Financial analysis is useful. September ELECTRONICS LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 16-Sep-2019 BHARAT AGM Management Confirm interim dividend For For The total dividend for the September ELECTRONICS LTD. of Rs.1.7 per share and year amounts to ~Rs. 10. 0 2019 declare final dividend of bn. The dividend payout is Rs.1.7 per share 51. 7% (42. 2% in FY18). July 2019 - 16-Sep-2019 BHARAT AGM Management Reappoint Nataraj For For Nataraj Krishnappa, 59, is September ELECTRONICS LTD. Krishnappa (DIN: Director (Other Units) of 2019 07506012) as Director Bharat Electronics Limited. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 16-Sep-2019 BHARAT AGM Management Appoint Vinay Katyal For For Vinay Katyal is being September ELECTRONICS LTD. (DIN: 08281078) as appointed as Director of the 2019 Director Bangalore Complex. He is liable to retire by rotation and his appointment is in line with statutory requirements. The appointment, tenure, and remuneration of Directors are fixed by the President of India. In terms of the provisions of Section 152 of the Companies Act 2013, the appointments of these Directors are required to be approved by the company in the general meeting. The details of proposed remuneration are not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSEs to disclose the granular details of proposed remuneration and term of appointment to its shareholders through the AGM notice.

197 July 2019 - 16-Sep-2019 BHARAT AGM Management Appoint Shivakumaran K. For For Shivakumaran K. M. Is September ELECTRONICS LTD. M. (DIN: 08473589) as being appointed as Director 2019 Director (Human Resources). He is liable to retire by rotation and his appointment is in line with statutory requirements. The appointment, tenure, and remuneration of Directors are fixed by the President of India. In terms of the provisions of Section 152 of the Companies Act 2013, the appointments of these Directors are required to be approved by the company in the general meeting. The details of proposed remuneration are not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSEs to disclose the granular details of proposed remuneration and term of appointment to its shareholders through the AGM notice. July 2019 - 16-Sep-2019 BHARAT AGM Management Appoint Sunil Kumar For For Sunil Kumar Kohli is September ELECTRONICS LTD. Kohli (DIN: 05321549) Former Financial Advisor 2019 as Independent Director Defence Services (FADS). from 18 July 2019 He is a post-graduate in management. His appointment is in line with the statutory requirements. The company must also provide information on the tenure of his term as independent director. July 2019 - 16-Sep-2019 BHARAT AGM Management Ratify remuneration of For For The remuneration to be September ELECTRONICS LTD. Rs.0.35 mn for GNV paid to the cost auditor is 2019 & Associates as cost reasonable compared to auditors for FY20 the size and scale of the company’s operations. July 2019 - 16-Sep-2019 BHARAT AGM Management Approve alteration For For The company has September ELECTRONICS LTD. to Objects clause been actively pursuing 2019 in Memorandum of opportunities in Weapon Association (MoA) to systems, Ammunitions, diversify into allied and Unmanned systems, new defence and non- Airborne radars, Network defence areas and Cyber security, Software products and services, Homeland security & Smart city business, e-governance, CBRN protection systems, Solar Cells manufacturing, Satellite integration, Space electronics and Turnkey solutions. To facilitate entry and conduct business in the newly identified/allied areas, the company seeks to amend the main objects of the Memorandum of Association (MoA). This will enable the company to leverage on market opportunities as and when they become available. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Adoption of financial For For No qualification in the September EXCHANGE LTD. statements for the year auditor's report. 2019 ended 31 March 2019

198 July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Reappoint Ajeet Kumar For Against Ajeet Kumar Agarwal, 59, September EXCHANGE LTD. Agarwal (DIN: 02231613) is the Director of finance at 2019 as Director REC. He has attended 3 out of 7 i. E. 43% of the meetings held in FY19 and 23% (6 out of 26) of the meetings held over the last three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Reappoint B S R & For For The company proposes to September EXCHANGE LTD. Associates LLP as reappoint BSR & Associates 2019 statutory auditor for LLP for another five years. five years and fix their Their reappointment is in line remuneration with statutory requirements. The proposed remuneration of Rs. 6. 6 mn plus applicable GST, administrative charges and out of pocket expenses, is reasonable, given the size and scale of operations. However, we raise concerns over the possible implications on B S R & Co. LLP regarding investigations conducted by government bodies on one of its associate firms. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Not fill casual vacancy For For Renuka Ramnath, 58, is the September EXCHANGE LTD. which will be caused Founder & MD at Multiples 2019 by the retirement of Alternate Asset Management Ms. Renuka Ramnath Pvt. Ltd. She was appointed (DIN: 00147182) as as Director of the company Non-Executive Non- on 29 March 2012. She will Independent Director retire at the upcoming AGM and the vacancy caused by her retirement will not be filled. This will not have any material implications for board independence. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Gautam Dalmia For For Gautam Dalmia, 51, is the September EXCHANGE LTD. (DIN: 00009758) as MD at Dalmia Bharat Ltd. He 2019 Director was appointed as Additional Director on 20 December 2018 and is proposed to be appointed as Non-Executive Non-Independent Director, liable to retire by rotation. His appointment is in line with the statutory requirements. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Tejpreet Singh For For Tejpreet Singh Chopra, 49, September EXCHANGE LTD. Chopra (DIN: 00317683) is the Founder & CEO at 2019 as Independent Director Bharat Light & Power. He for five years w.e.f. 5 was appointed as Additional March 2019 till 4 March Director on 5 March 2019. 2024 His appointment is in line with the statutory requirements. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Ms. Sudha Pillai For For Ms. Sudha Pillai, 69, is a September EXCHANGE LTD. (DIN: 02263950) as retired IAS Officer. She was 2019 Independent Director for appointed as Additional five years w.e.f. 26 April Director on 26 April 2019. Her 2019 till 25 April 2024 appointment is in line with the statutory requirements.

199 July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Ratify appointment of For For Satyanarayan Goel, 65, September EXCHANGE LTD. Satyanarayan Goel (DIN: was appointed as the 2019 02294069) as Managing Managing Director and Director & CEO for six CEO on 21 January 2014. months w.e.f. 21 January With the completion of his 2019 up to 20 July 2019 term on 21 January 2019, he was reappointed for six months till 20 July 2019, the company seeks to ratify his reappointment. Post the completion of his term, he was appointed as Non- Executive Chairperson w. E. F. 21 July 2019. His reappointment is in line with the statutory requirements. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Appoint Rajiv Srivastava For For Rajiv Srivastava, 54, was September EXCHANGE LTD. (DIN: 03568897) as appointed as Additional 2019 Director Director on 3 June 2019. In a separate resolution, the company seeks approval for his appointment as CEO and MD w. E. F. 21 July 2019. His appointment is in line with the statutory requirements. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Ratify appointment of For For The proposed remuneration September EXCHANGE LTD. Rajiv Srivastava (DIN: of Rajiv Srivastava is 2019 03568897) as Whole- estimated at Rs. 48. 5 mn time Director from 3 June and Rs. 70. 0 mn for FY20 2019 till 20 July 2019 and and FY21 respectively. as Managing Director & His remuneration structure CEO from 21 July 2019 includes restricted stock till 2 June 2024 and fix unites (RSU) at a grant his remuneration price of Re. 1. 0 per share (face value). Although we do not support stock options issued at a significant discount to market price, we recognize that RSUs carry performance-based vesting. Further, the RSU grants appear to be one- time - for which the company has launched a separate scheme (Resolution #11). A professional, his annual remuneration is in line with peers, commensurate with his level of expertise and overall performance of the business. July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Approve Indian Energy For For Under the scheme, the September EXCHANGE LTD. Exchange Limited company will grant 600,000 2019 Restricted Stock Unit restricted stock units at face Scheme 2019 (RSU value of Re. 1. 0. We do Scheme 2019) under not favour schemes where which up to 0.2% of the exercise price is at a the paid-up capital can significant discount to market be issued and grant of price. However, the company Restricted Stock Units to has confirmed that 560,000 eligible employees of the RSUs will be granted to the recently appointed CEO and MD, Rajiv Srivastava. At this point, the company does not propose to grant the residual options from the scheme. We recognize the need for the company to provide competitive remuneration terms to attract talent.

200 July 2019 - 18-Sep-2019 INDIAN ENERGY AGM Management Approve remuneration For For Satyanarayan Goel, 65, was September EXCHANGE LTD. to Satyanarayan Goel appointed as the Managing 2019 as Non-Executive Director and CEO on 21 Chairperson w.e.f. 21 January 2014. Post the July 2019 completion of his term, he was appointed as Non- Executive Chairperson w. E. F. 21 July 2019. He was paid a remuneration of Rs. 21. 9 mn in FY19, which amounted to 26. 37x the median employee remuneration. His commission for FY20 as Non-Executive Chairperson is estimated at ~Rs. 17. 2 mn. The company has fixed an absolute cap over the variable component, which is a good practice. July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Adoption of standalone For For Financial analysis is useful. September LTD. and consolidated 2019 financial statements for the year ended 31 March 2019 July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management To declare final dividend For For The total dividend outflow September LTD. of Rs.4.5 per share of including dividend tax for 2019 face value Rs.2.0 FY19 is Rs. 0. 8 bn. The dividend payout ratio for the year was 24. 1%. July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Reappoint Mahesh For For Mahesh Viswanathan September LTD. Viswanathan (DIN: is the Deputy Managing 2019 02780987) as Director Director and the CFO. He liable to retire by rotation retires by rotation and his reappointment is in line with statutory requirements. July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Appoint Mohan Lal Jain For For Mohan Lal Jain is the former September LTD. (DIN: 00148677) as a Assistant Managing Director 2019 Non-Executive Director and COO. He will retire by liable to retire by rotation rotation. His appointment is in line with statutory requirements. July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Appoint Ms. Shruti For For Ms. Shruti Deepen Udeshi, September LTD. Deepen Udeshi (DIN: 35, is an Investment 2019 06900182) as an Research professional. Her Independent Director appointment is in line with for a period of five years statutory requirements. from 14 February 2019 July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Reappoint Pratap G For Against Pratap G Pawar, has been September LTD. Pawar (DIN: 00018995) on the board of Finolex 2019 as an Independent Cables for 21 years (since Director for a period September 1998). Although of five years from 9 his reappointment is September 2019 compliant with regulations, we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment as an independent director. The board must consider reappointing Pratap G Pawar as a non-independent non- executive director. July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Approve remuneration For For The total remuneration September LTD. of Rs.550,000 for Joshi proposed is reasonable 2019 Apte & Associates as compared to the size and cost auditors for FY20 scale of the company’s operations.

201 July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Approve private For For The proposed NCDs will September LTD. placement of non- be issued within the overall 2019 convertible debentures borrowing limit of Rs. 10 (NCDs) aggregating bn. The company’s debt Rs.1.5 bn has an outstanding rating of CRISIL AA+/ Stable/ CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations. July 2019 - 18-Sep-2019 FINOLEX CABLES AGM Management Approve purchase of For For Corning Finolex Optical Fibre September LTD. optical fibre cables from Private Limited (CFOFPL) is 2019 Corning Finolex Optical 50:50 joint venture between Fibre Private Limited Finolex and Corning Ventures (a related party) upto France SAS. Finolex will get Rs.0.8 bn or 2.0 mn KM the optical fibre at a price fibre quantity, whichever lower than CFOFPL’s other is higher customers. The proposed transaction to be carried out is in the ordinary course of business. July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Adoption of standalone For For No qualification in auditor's September EXCHANGE OF INDIA financial statements for report. 2019 LTD. the year ended 31 March 2019 July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Adoption of consolidated For For No qualification in auditor's September EXCHANGE OF INDIA financial statements for report. 2019 LTD. the year ended 31 March 2019 July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management To declare a final For For The total dividend outflow September EXCHANGE OF INDIA dividend of Rs. 20.0 per including dividend tax for 2019 LTD. share on face value Rs. FY19 is Rs. 1. 2 bn. The 10.0 each dividend payout ratio at 89. 9%. July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Reappoint Chengalath For For Chengalath Jayaram, 63, September EXCHANGE OF INDIA Jayaram (DIN:00012214) is a Nominee Director of 2019 LTD. as Director Kotak Mahindra Bank. He retires by rotation and his reappointment is in line with the statutory requirements. July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Reappoint Ms. Padma For For Ms. Padma Raghunathan, September EXCHANGE OF INDIA Raghunathan (DIN: 58, is a Nominee Director 2019 LTD. 07248423) as Director of NABARD. She retires by rotation and her reappointment is in line with the statutory requirements. July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Appoint Padala Subbi For For "Padala Subbi Reddy, 56, September EXCHANGE OF INDIA Reddy (DIN: 01064530) is the former MD & CEO 2019 LTD. as Director of Central Depository Services Limited. In a separate resolution he is proposed to be appointed as MD & CEO of the company. His appointment is in line with the statutory requirements. " July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management Appoint Padala Subbi For For Padala Subbi Reddy, 56, September EXCHANGE OF INDIA Reddy (DIN: 01064530) is the former MD & CEO of 2019 LTD. as MD & CEO for five Central Depository Services years w.e.f. 10 May 2019 Limited. The company and fix his remuneration seeks to appoint him as MD & CEO for five years w. E. F. 10 May 2019 and to fix his remuneration. His appointment is in line with the statutory requirements. His estimated pay of ~Rs. 31. 3 mn for FY20 is in line with the peers and commensurate with the scale and size of the business. The company has capped his variable pay which is a good corporate governance practice.

202 July 2019 - 20-Sep-2019 MULTI COMMODITY AGM Management To increase foreign For For As per the Foreign Exchange September EXCHANGE OF INDIA investment, limit up Management Act, 1999 and 2019 LTD. to 49% other applicable regulations, foreign investors can acquire and hold (on their own account and on behalf of their SEBI approved sub-accounts together), up to an aggregate limit of 24% of the paid-up capital of an Indian company. However, the sectoral cap is fixed at 49%. In order to allow for more foreign investments, the board has proposed to increase the limit from 34% to 49%. This is an enabling provision and may lead to increased liquidity of the company’s shares. July 2019 - 21-Sep-2019 H C L TECHNOLOGIES NCM Management To merge HCL Eagle Ltd For For HEL, HCCL, HTSL and September LTD. (HEL), HCL Comnet Ltd CSPL are wholly owned 2019 (HCCL), HCL Technology subsidiaries of HCL. Solutions Ltd (HTSL) and Under the scheme, these Concept2Silicon Systems subsidiaries will be merged Private Ltd (CSPL) with with HCL and shares held HCL Technologies Ltd by HCL will be cancelled (HCL) by way of merger – no consideration will be by absorption paid. The scheme will help consolidate operations and result in a cleaner structure. There will be no impact on the consolidated financials. July 2019 - 23-Sep-2019 I T C LTD. Postal Ballot Management Appoint Ajit Kumar Seth For For Ajit Kumar Seth, 67, is September (DIN: 08504093) as a retired IAS Officer. He 2019 Independent Director served as Cabinet Secretary for a period of five years between June 2011 and June from 13 July 2019 2015, and subsequently as the Chairperson of the Public Enterprises Selection Board. His appointment as independent director for a term of five years meets all statutory requirements. Ajit Kumar Seth will be entitled to remuneration, by way of commission ranging between 7. 0 mn and 10. 0 mn each financial year. July 2019 - 23-Sep-2019 I T C LTD. Postal Ballot Management Appoint Anand Nayak For For Anand Nayak, 68, was September (DIN: 00973758) as associated with ITC Ltd. For 2019 Independent Director more than four decades, for a period of five years before retiring in December from 13 July 2019 2015. He served as Head- Human Resources from 1996 to 2015 in ITC Ltd. Having completed a three- year cooling period, his appointment as independent director for a term of five years meets all statutory requirements. Anand Nayak will be entitled to remuneration, by way of commission ranging between 7. 0 mn and 10. 0 mn each financial year.

203 July 2019 - 23-Sep-2019 I T C LTD. Postal Ballot Management Approve variations in For For The company has September terms of remuneration increased the basic pay 2019 payable to Executive and assigned a cap to Directors the long-term incentives (ESOPs/ESARs) payable to Executive Directors. The proposed remuneration is commensurate with the size and complexity of the responsibilities and is comparable to peers. Given that a substantial portion of the remuneration payable to executive directors is variable, which links performance with pay, we support the variation in terms of remuneration. The company has clubbed the increase in salary for all executive directors into a single resolution. We believe that the company should have brought separate resolutions regarding the new structure and for each executive director to enable shareholders to vote independently on these. July 2019 - 25-Sep-2019 INDIAMART AGM Management Adoption of standalone For For No qualification in auditor's September INTERMESH LTD. and consolidated report. 2019 financial statements for the year ended 31 March 2019 July 2019 - 25-Sep-2019 INDIAMART AGM Management Reappoint Dhruv For For Dhruv Prakash, 68, is a September INTERMESH LTD. Prakash (DIN:05124958) management consultant 2019 as Non-Executive Non- and executive coach. He Independent Director has over four decades of professional experience and has served on the board for the past eight years. His reappointment meets all statutory requirements. July 2019 - 25-Sep-2019 INDIAMART AGM Management Appointment of BSR For For The company proposes to September INTERMESH LTD. & Co. LLP as statutory appoint BSR & Co. LLP in 2019 auditors for a period of place of the retiring auditors, five years and fix their SR Batliboi & Associates remuneration at Rs. 4.7 LLP. The appointment of mn for FY20 BSR & Co. LLP as statutory auditors is in line with our Voting Guidelines on Auditor appointments and with the requirements of Section 139 of the Companies Act 2013. However, we raise concern over the possible implications of investigations by government bodies on one of the firms of the same audit network.

204 July 2019 - 25-Sep-2019 INDIAMART AGM Management Approve payment For For The company has a September INTERMESH LTD. of professional fees service agreement with 2019 to Dhruv Prakash, Dhruv Prakash for three Non-Executive Non- years from 10 December Independent Director 2016. The services to from FY20 onwards be rendered by Dhruv Prakash includes executive coaching; assessment and development of senior management and advice on business strategy and management. It was agreed to pay Rs. 100,000 to him towards each day of coaching and Rs. 12,500 per hour for any other consultancy services. During 2019-20 (till 30 June 2019) the company has paid Rs. 600,000. We estimate his annual fees at Rs. 2. 4 mn for FY20, which is reasonable. July 2019 - 25-Sep-2019 INDIAMART AGM Management Reappoint Dinesh For Against Dinesh Chandra Agarwal, September INTERMESH LTD. Chandra Agarwal 50, represents the promoter 2019 (DIN: 00191800) as group. He has about three Managing Director from 8 decades of experience January 2020 and fix his in Industry, Business and remuneration Corporate Management. The company proposes to reappoint him for a further term of five years from 8 January 2020. He was paid a remuneration of Rs. 41. 0 mn, which is ~9. 1% of FY19 PBT. We estimate his FY20 remuneration at Rs. 48. 9 mn which is high, not in line with the overall performance of the company and higher than industry peers. July 2019 - 25-Sep-2019 INDIAMART AGM Management Reappoint Brijesh Kumar For Against Brijesh Kumar Agrawal, 42, September INTERMESH LTD. Agrawal (DIN: 00191760) represents the promoter 2019 as Managing Director group. He has over two from 8 January 2020 and decades of experience fix his remuneration in Industry, Business and Corporate Management. The company proposes to reappoint him for a further term of five years from 8 January 2020. He was paid a remuneration of Rs. 29. 8 mn, which is ~6. 6% of FY19 PBT. We estimate his FY20 remuneration at Rs. 35. 7 mn which is high, not in line with the overall performance of the company and higher than industry peers.

205 July 2019 - 25-Sep-2019 INDIAMART AGM Management Ratify pre-IPO IndiaMart For For Under ESOP- 2018 upto 1. September INTERMESH LTD. Employee Stock Benefit 4 mn stock options can be 2019 Scheme – 2018 (ESOP granted, exercisable into 2018) through trust route 0. 7 mn equity shares. The exercise price will be based on the Market Price and NRC has the power to provide suitable discount or charge premium on such price as arrived above. Till date no option has been granted. Given, the past practice we expect the company to grant options at market value. The expected dilution on conversion of options into equity is ~0. 2% of paid up capital and given the exercise price is likely to be market value, the cost impact will be reasonable. July 2019 - 25-Sep-2019 INDIAMART AGM Management Ratify pre-IPO IndiaMart For For Through resolution #8, the September INTERMESH LTD. Employee Stock Benefit company seeks to approve 2019 Scheme – 2018 (ESOP grant of stock options and 2018) and Stock stock appreciation rights Appreciation Rights for under ESOP 2018 to employees of present employees of present and and future subsidiary future subsidiary companies. companies Our recommendation on this resolution is linked to our view on resolution #7. July 2019 - 25-Sep-2019 INDIAMART AGM Management Approve modifications For For With respect to the calculation September INTERMESH LTD. to pre-IPO IndiaMart of the appreciation of Stock 2019 Employee Stock Benefit Appreciation Rights (SAR) Scheme – 2018 (ESOP unit, the appreciation will 2018) now be calculated as the difference between the vesting date price and the SAR price instead of earlier provision of calculation as the difference between the exercise date price and the SAR Price. Since the vesting period is four years and the exercise period subsequent to vesting is ten years, the proposed change will reduce the risk of uncertainty in the appreciation on SAR units to be received by the employee. The proposed modifications to the scheme have no material impact for minority shareholders. July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Adoption of standalone For For No qualification in the September LTD financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Adoption of consolidated For For No qualification in the September LTD financial statements for auditor's report. 2019 the year ended 31 March 2019 July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Approve final dividend For For The total dividend for FY19 September LTD of Re. 1.0 per equity is Re. 1. 0 per equity share, 2019 share of face value Rs. which is same as paid in 5.0 each FY18. The total dividend outflow (including dividend tax for FY19) is Rs. 28. 2 mn and the dividend payout ratio is 6. 1%, which is low.

206 July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Reappoint G.V. For For G. V. Ravishankar is the September LTD Ravishankar (IDN: Manging Director of Sequoia 2019 02604007) as a Capital. He was first inducted Non-Independent on board in May 2011. He is Non-Executive Director liable to retire by rotation. His (Nominee, Sequoia reappointment is in line with Capital) statutory requirements. July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Reappoint SRBC & Co For For The company proposes to September LTD LLP as statutory auditors reappoint SRBC & Co LLP as 2019 for a period of two statutory auditors for a period years till the conclusion of two years. SRBC & Co of the FY21 AGM at a LLP have served as statutory remuneration of Rs. 3.46 auditors of the company for mn per annum the past eight consecutive years. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of five years each (maximum 10 years). Hence, they are getting reappointed for two years. Their reappointment as statutory auditors for two years is in line with our Voting Policy on Auditor (Re) appointments and provisions of Section 139 of Companies Act 2013. The proposed remuneration of Rs. 3. 46 mn (plus applicable taxes and reimbursement expenses), is reasonable given the size and scale of the operations. July 2019 - 27-Sep-2019 PRATAAP SNACKS AGM Management Adopt a new set of For Against The company is seeking September LTD Articles of Association approval of shareholders 2019 for the adoption of the new set of AoA by aligning it with the provisions of Companies Act, 2013. Shareholders will be required to visit the company’s premises to understand the alterations and review the revised AoA. The company has not uploaded the revised AoA on its website – therefore, all shareholders will not be able to access the document. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Adoption of standalone For For No qualifications from September LTD. & consolidated financial auditors. 2019 statements for the year ended 31 March 2019 July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint M G For For M G George Muthoot is September LTD. George Muthoot (DIN: a part of the promoter 2019 00018201), as director family and is Executive liable to retire by rotation Chairperson of the company. He retires by rotation and his reappointment is in line with all statutory requirements. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George For For George Jacob Muthoot is a September LTD. Jacob Muthoot (DIN: part of the promoter family 2019 00018235), as director and is Joint Managing liable to retire by rotation Director of the company. He retires by rotation and his reappointment is in line with all statutory requirements.

207 July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George For For George Alexander Muthoot September LTD. Alexander Muthoot (DIN: was paid a remuneration of 2019 00016787) as Managing Rs 133. 2 mn in FY19 up Director for five years 28% from that paid in FY18. from 1 April 2020 and to As per our estimates his fix his remuneration proposed remuneration (incl. Variable component) is ~ Rs 160 mn for FY20 and Rs. 190. 0 mn for FY21 which is commensurate with the size and profitability of the company and comparable to industry peers. However, commission payable to each executive director, can go upto 1. 0% of profits which is not capped. As a good governance practise companies must cap the commission payable to its executive directors. Overall family remuneration for FY19 was Rs 547. 6 mn which in absolute terms is high but was 1. 8% of PBT which is reasonable. Even so the board has five executive family members on board, which is excessive: this practice deters from attracting right talent to the company. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint M G George For For M G George Muthoot was September LTD. Muthoot (DIN: 00018201) paid a remuneration of Rs 2019 as Whole-time Director 133. 2 mn in FY19 up 28% for five years from 1 from that paid in FY18. April 2020 and to fix his As per our estimates his remuneration proposed remuneration (incl. Variable component) is ~ Rs 160 mn for FY20 and Rs. 190. 0 mn for FY21 which is commensurate with the size and profitability of the company and comparable to industry peers. However, commission payable to each executive director, can go upto 1. 0% of profits which is not capped. As a good governance practise companies must cap the commission payable to its executive directors. Overall family remuneration for FY19 was Rs 547. 6 mn which in absolute terms is high but was 1. 8% of PBT which is reasonable. Even so the board has five executive family members on board, which is excessive: this practice deters from attracting right talent to the company.

208 July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George Jacob For For George Jacob Muthoot was September LTD. Muthoot (DIN: 00018235) paid a remuneration of Rs 2019 as Whole-time Director 133. 2 mn in FY19 up 28% for five years from 1 from that paid in FY18. April 2020 and to fix his As per our estimates his remuneration proposed remuneration (incl. Variable component) is ~ Rs 160 mn for FY20 and Rs. 190. 0 mn for FY21 which is commensurate with the size and profitability of the company and comparable to industry peers. However, commission payable to each executive director, can go upto 1. 0% of profits which is not capped. As a good governance practise companies must cap the commission payable to its executive directors. Overall family remuneration for FY19 was Rs 547. 6 mn which in absolute terms is high but was 1. 8% of PBT which is reasonable. Even so the board has five executive family members on board, which is excessive: this practice deters from attracting right talent to the company. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint George For For George Thomas Muthoot September LTD. Thomas Muthoot (DIN: was paid a remuneration of 2019 00018281) as Whole-time Rs 133. 2 mn in FY19 up Director for five years 28% from that paid in FY18. from 1 April 2020 and to As per our estimates his fix his remuneration proposed remuneration (incl. Variable component) is ~ Rs 160 mn for FY20 and Rs. 190. 0 mn for FY21 which is commensurate with the size and profitability of the company and comparable to industry peers. However, commission payable to each executive director, can go upto 1. 0% of profits which is not capped. As a good governance practise companies must cap the commission payable to its executive directors. Overall family remuneration for FY19 was Rs 547. 6 mn which in absolute terms is high but was 1. 8% of PBT which is reasonable. Even so the board has five executive family members on board, which is excessive: this practice deters from attracting right talent to the company. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Appoint Ravindra For For Ravindra Pisharody, 66, is September LTD. Pisharody (DIN: former Head of CV Business 2019 01875848) as at Tata Motors Ltd. Prior to Independent Director for that he was Vice - President, three years till the AGM Consumer Electronics of 2022 business, Philips India. His appointment is in line with all statutory requirements.

209 July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Appoint Vadakkakara For For Vadakkakara Antony George, September LTD. Antony George 70, is Chairman of Equipment 2019 (DIN: 01493737) as Leasing Association of India. Independent Director for He was also a Member of three years till the AGM the Advisory Committee of of 2022 Reserve Bank of India. His appointment is in line with all statutory requirements. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Reappoint Pratip For For Pratip Chaudhari, 66, is September LTD. Chaudhuri (holding former Chairman of State 2019 DIN: 00915201) as Bank of India. He was first Independent Director for appointed to the board on three years till the AGM 20 September 2018 for a of 2022 term of three years, but he resigned on 9 March 2018 due to personal reasons. His reappointment is in line with all statutory requirements. July 2019 - 28-Sep-2019 MUTHOOT FINANCE AGM Management Approve payment of For For The company paid a total September LTD. commission to non- of Rs. 6. 0 mn (0. 02% of 2019 executive directors upto PBT) as commission to its 1% of the net profits non-executive directors in FY19. As profits grow, we expect the company to continue being judicious in paying commission to its non-executive directors. Even so, the company must consider setting a cap in absolute terms on the commission payable. We do not encourage companies to present resolutions without a defined time limit for approval; shareholders must get an opportunity to periodically validate the commission payable to non- executive directors. July 2019 - 28-Sep-2019 SCHAEFFLER INDIA Postal Ballot Management Reappoint Renu Challu For For Renu Challu, 67, has been September LTD. (DIN100157204) as with State Bank of India 2019 Independent Director (SBI) Group for over 38 for five years from 6 years, holding positions like November 2019 DMD (Corporate Strategy and New Business) SBI, MD State Bank of Hyderabad, President & Chief Operating Officer, SBI Capital Markets Ltd and MD & CEO, SBI DFHI Ltd. Her reappointment meets all statutory requirements. July 2019 - 30-Sep-2019 K N R AGM Management Adoption of standalone For For Financial analysis is useful. September CONSTRUCTIONS and consolidated 2019 LTD. financial statements for the year ended 31 March 2019 July 2019 - 30-Sep-2019 K N R AGM Management Declare dividend of For For The company proposes final September CONSTRUCTIONS Rs.0.4 per share dividend of Rs. 0. 4 per equity 2019 LTD. share. The total outflow on account of dividend is Rs. 67. 7 mn. The dividend payout is 2. 6% (2. 5% in FY18) which is very low. July 2019 - 30-Sep-2019 K N R AGM Management Reappoint K Jalandhar For For K Jalandhar Reddy is the September CONSTRUCTIONS Reddy (DIN: 00434911) Executive Director & CFO 2019 LTD. as Director, liable to retire of the company and is part by rotation of the promoter family. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

210 July 2019 - 30-Sep-2019 K N R AGM Management Ratify remuneration of For For The remuneration to be September CONSTRUCTIONS Rs.300,000 for K K Rao paid to the cost auditor is 2019 LTD. & Associates as cost reasonable compared to auditors for FY20 the size and scale of the company’s operations. October 06-Oct-2019 GLAXOSMITHKLINE Postal Ballot Management Approve related party For For The company seeks 2019 - CONSUMER transactions with approval for purchase of December HEALTHCARE LTD. GlaxoSmithKline Asia land in Sonepat, Haryana 2019 Private Limited for a maximum consideration of Rs. 2. 4 bn and for other transactions that are in the nature of purchase of goods, provision of service for commission and lease of properties. The company has not provided a valuation report to justify the consideration value. Even so we support the transaction since GSK plc will reimburse the consideration thus making the purchase cost neutral for the company. The other transactions are in the ordinary course of business and at arm’s length. Although we do not favour resolutions on related party transactions for an undefined period, we recognize that the company will need to come back to shareholders for an approval once the monetary thresholds embedded in the transactions are exceeded. October 07-Oct-2019 DIVI'S Postal Ballot Management Reappoint Dr. Murali K. For Against Dr. Murali Divi belongs to the 2019 - LABORATORIES LTD. Divi (DIN: 00005040) as promoter group. We estimate December Managing Director for a Dr. Murali K Divi’s FY20 2019 period of 5 years from 10 remuneration at Rs. 665. 8 October 2019 and fix his mn. We recognize that his remuneration remuneration will primarily be variable in nature, and his past remuneration has been aligned company performance. Even so, his FY19 remuneration of Rs. 588. 1mn was 1462x the median employee remuneration. Further, his FY19 remuneration was a 46% increase over his FY18 remuneration, vis-à-vis a 4% increase in median employee remuneration for the same period. Dr. Murali Divi’s proposed remuneration is higher than industry peers and is not commensurate to the size of the business. While we support the reappointment of Dr. Murali K Divi, we do not favour his proposed remuneration terms. Since the company seeks a single approval for both, his reappointment and his remuneration, we do not support the resolution.

211 October 07-Oct-2019 DIVI'S Postal Ballot Management Reappoint N. V. Ramana For Against N V Ramana is a 2019 - LABORATORIES LTD. (DIN: 00005031) as a professional. We estimate December Wholetime Director for a N V Ramana’s FY20 2019 period of 5 years from 26 remuneration at Rs. 343. 2 December 2019 and fix mn. We recognize that his his remuneration remuneration will primarily be variable in nature, and his past remuneration has been aligned company performance. Even so, his FY19 remuneration of Rs. 299. 0 mn was 744x the median employee remuneration. Further, his FY19 remuneration was a 45. 2% increase over his FY18 remuneration, vis-à-vis a 4% increase in median employee remuneration for the same period. N V Ramana’s proposed remuneration is higher than industry peers and is not commensurate to the size of the business. While we support the reappointment of N V Ramana, we do not favour his proposed remuneration terms. Since the company seeks a single approval for both, his reappointment and his remuneration, we do not support the resolution. October 23-Oct-2019 BAJAJ FINANCE LTD. Postal Ballot Management To issue securities to For For Assuming the issue is done 2019 - Qualified Institutional at current market price of December Buyers (QIB) through Rs. 4000. 8 per share, Bajaj 2019 Qualified Institutional Finance will issue ~21. 2 mn Placement (QIP) for an equity shares. This will lead amount not exceeding to an overall dilution of 3. Rs. 85.0 bn 5% on the expanded capital base. The dilution will be for all shareholders including the promoters. We believe the equity infusion will help support the NBFC’s growth plans and capital adequacy requirements. October 24-Oct-2019 ACCELYA KALE AGM Management Adoption of standalone For For There are no qualified 2019 - SOLUTIONS LTD. and consolidated opinions for the financial December financial statements for statements of the company 2019 the year ended 30 June from the auditor. 2019 October 24-Oct-2019 ACCELYA KALE AGM Management Confirm interim dividend For For The company has proposed 2019 - SOLUTIONS LTD. of Rs.17.0 per equity a final dividend of Rs. 15. 0 December share and declare final per equity share of face value 2019 dividend of Rs. 15.0 Rs. 10. 0 for the year ended per share of face value 30 June 2019. It has already Rs.10.0 paid an interim dividend of Rs. 17. 0 per equity share. The total dividend for the year amounts to Rs. 574. 9 mn. The dividend payout is 55. 4% (87. 3% in FY19).

212 October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint John Johnston For For John Johnston (DIN: 2019 - SOLUTIONS LTD. (DIN: 07258586) as a 07258586), the Chairperson December Director, liable to retire by of Accelya Solutions India 2019 rotation Limited, has been on its board since 14 August 2015. He is also the Chief Executive Officer of the Accelya group. During FY18, he attended 40% of the board meetings and 63% of the meetings over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. Even so, we support his reappointment since he is the sole representative of the holding company. October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint B S R & Co For For B S R & Co LLP have 2019 - SOLUTIONS LTD. LLP as statutory auditors been auditors for the past December for FY20 and fix their nine years. The company 2019 remuneration proposes to reappoint them for another year. Their reappointment for another year is in line with our Voting Guidelines on Auditor (re) appointments and with the requirements of Section 139 of the Companies Act 2013. However, we raise concerns over the possible implications on B S R & Co. LLP regarding investigations conducted by government bodies on one of the firms of the KPMG audit network. October 24-Oct-2019 ACCELYA KALE AGM Management Approve participation For For Canary Topco Limited 2019 - SOLUTIONS LTD. of Employees and/or (Topco), is the ultimate December Directors of Accelya parent of Accelya Solutions 2019 Solutions India Limited, India Limited and a identified by Canary private limited company Topco Limited, in the incorporated in England, UK. Global Management Under Global Management Rewards adopted by Rewards, cash rewards Canary Topco Limited will be made to identified key managers. There will be no net financial impact, liability or burden on the company under the Global Management Rewards. The Global Management Rewards will also not have any net financial impact on the company’s liability, profit and loss account, balance sheet and / or cash flow. However, this carries the risk of distorting the performance metrics of Accelya Solutions India Limited’s key managers. Their pay must be aligned and linked to the performance of the company where they are directly responsible for driving and steering the business. Even though there are linkages between the entities, since Accelya Solutions India Limited is a listed entity, the company must ensure that a dominant share of executive directors’ pay is aligned to its own interests.

213 October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint Sekhar For For Sekhar Natarajan, 65, is a 2019 - SOLUTIONS LTD. Natarajan (DIN: Chartered Accountant and is December 01031445) as the Chairperson of Monsanto 2019 Independent Director India Ltd. He was appointed upto 6 July 2021 as Independent Director in July 2011. His reappointment is in line with statutory requirements. October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint Nani Javeri For For Nani Javeri, 73, is the 2019 - SOLUTIONS LTD. (DIN: 02731854) as former CEO of Bank Sohar, December Independent Director Oman. He was appointed 2019 upto 7 July 2023 as Independent Director in July 2013. His reappointment is in line with statutory requirements. October 24-Oct-2019 ACCELYA KALE AGM Management Reappoint Ms. Sangeeta For For Ms. Sangeeta Singh, 59, 2019 - SOLUTIONS LTD. Singh (DIN: 06920906) is the founder of Sanguine December as Independent Director Consultants. She was 2019 upto 17 July 2024 appointed as Independent Director in July 2014. Her reappointment is in line with statutory requirements. October 30-Oct-2019 TATA CHEMICALS NCM Management To approve scheme of For For The proposed arrangement 2019 - LTD. arrangement between will transfer the consumer December Tata Chemicals Ltd and business of Tata Chemicals 2019 Tata Global Beverages (TCL) - salt, spices and other Ltd food products, to Tata Global Beverages Limited (TGBL). Equity shares of TGBL will be issued to shareholders of TCL, as consideration, in the ratio of 1. 14:1. The proposed transaction is expected to benefit both sets of shareholders: the shareholders of Tata Chemicals will be able to participate in form of equity and shareholders of Tata Global Beverages will benefit from consolidation of the consumer business which will bring the consumer business of the Tata Group under one entity. Post the arrangement, Tata Global Beverages will be renamed to Tata Consumer Products. In order to preserve the brand value of Tata Salt, the consumer products business is being transferred to a Tata Group entity, subject to necessary approvals. Also, the transfer pricing mechanism used for salt supply will be similar to that as currently reported in TCL’s segmental disclosures.

214 October 19-Nov-2019 MINDA INDUSTRIES NCM Management To approve scheme of For For The proposed amalgamation 2019 - LTD. amalgamation between will transfer the entire seats December Harita Limited, Harita and seating business of 2019 Venu Private Limited, Harita Seating Systems Harita Cheema Private Limited (HSSL), a part of Limited, Harita Financial the TVS group, to Minda Services Limited and Industries Limited (MIL) Harita Seating Systems including the joint venture Limited with Minda between HSSL and F. S. Industries Limited Fehrer Automotive GmbH. The shareholders of MIL will benefit by diversifying into the seating business. The valuation is at a maximum of 32. 6% premium to market capitalization on the day of the announcement and in line with industry peers. Minda Industries and Harita are not related entities. October 22-Nov-2019 TATA MOTORS LTD EGM Management Approve issuance of For For The infusion by the 2019 - - DVR 201.6 mn equity shares promoters will result in a December and 231.3 mn convertible dilution of ~12. 8% dilution for 2019 warrants at Rs. 150 per existing shareholders. While each to Tata Sons Private the dilution is high, Tata Limited (promoter) on Motors has long-term debt a preferential basis, of ~Rs. 140 bn and ~Rs. 93 to raise Rs. 65.0 bn in bn due for maturity in CY19 aggregate and CY20, respectively. Given, the current inability of business to generate free cash flow, the business will have the raise funds to meet the debt obligation. Infusion of funds through equity will improve the company’s capital structure and credit metrics. We generally do not support warrants to promoters, we are making an exception to support this resolution because the company’s financial health is improving but weak and there is a need for fund infusion. Infusion in terms of warrants is expected to arrest the rating downgrades and support credit costs. We have flagged the resolution as issue of equity shares and warrants have been clubbed into a single resolution. October 29-Nov-2019 H C L TECHNOLOGIES Postal Ballot Management Increase in authorized For For To accommodate a 1:1 bonus 2019 - LTD. share capital and issue, the company seeks December subsequent alteration to increase its authorized 2019 of capital clause of capital to Rs 6.0bnn (3.0bn Memorandum of equity shares of Rs. 2.0 each) Association from Rs 3.0bn (1.5bn equity shares of Rs. 2.0 each). This will be done through the creation of additional 1.5bn equity shares. October 29-Nov-2019 H C L TECHNOLOGIES Postal Ballot Management Approve issue of bonus For For The company proposes 2019 - LTD. shares in the ratio of one issuance of bonus shares December bonus share for every to the shareholders of the 2019 share held (ratio of 1:1) company in the ratio of 1:1. To issue the bonus shares, the board has recommended capitalization of reserves. The bonus issue is being made with a view to increase the liquidity of the equity shares in the secondary market and to expand the retail shareholder base.

215 October 03-Dec-2019 N M D C LTD. Postal Ballot Management Approve amendment of For For In line with a DPE circular, the 2019 - Articles of Association company proposes to amend December the Articles of Association 2019 clauses pertaining to borrowing powers under clauses 39, 40 and 42 by deleting the words "subject to presidential approval". This will reduce the veto powers of the President of India and improve the equitability of all shareholders. October 03-Dec-2019 N M D C LTD. Postal Ballot Management Approve private For For The issuance will be within 2019 - placement of non- the automatic borrowing limit December convertible debentures of Rs. 100 bn. 2019 (NCDs)/ Other debt securities upto Rs. 50 bn October 03-Dec-2019 N M D C LTD. Postal Ballot Management Approval for creation For For The company proposes to 2019 - of charge, mortgage or create charge, mortgage or December hypothecation on the hypothecation on the assets 2019 assets of the company of the company. The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans. October 04-Dec-2019 HARITA SEATING NCM Management To approve scheme of For For The proposed amalgamation 2019 - SYSTEMS LTD. amalgamation between will transfer the seats and December Harita Limited (HL) , seating business of Harita 2019 Harita Venu Private Seating Systems Limited Limited (HVPL), Harita (HSSL), part of the TVS Cheema Private Limited group, to Minda Industries (HCPL), Harita Financial Limited (MIL) including the Services Limited (HFSL) joint venture between HSSL and Harita Seating and F. S. Fehrer Automotive Systems Limited (HSSL) GmbH. HSSL’s shareholders with Minda Industries will have an option to either Limited (MIL) opt for equity participation in MIL or subscribe to non- convertible redeemable preference shares issued by MIL. While HL, HVPL, HCPL & HFSL have no substantial business operations, their aggregate net worth is Rs. 450. 0mn and they hold a cash and bank balance of Rs. 187. 5mn. To compensate for this, additional 0. 5mn equity shares will be issued to these entities, which translates into a consideration of Rs. 184. 2mn. This has been factored in the swap ratios. The transaction gives Harita shareholders an option to continue as MIL shareholders, which has a diversified product portfolio or opt for guaranteed yield on their investments in Harita. Further the valuation is comparable to industry peers and recent sector deals in the sector. Minda Industries and Harita are not related entities.

216 October 04-Dec-2019 BANDHAN BANK LTD. Postal Ballot Management Reduction in the For For Post scheme of 2019 - authorized share amalgamation with GRUH December capital and consequent Finance, Bandhan Bank 2019 amendment to the issued 416. 95 mn equity capital clause of the shares of Rs 10 each as per Memorandum of the share exchange ratio and Association the paid-up capital of the bank now stands at Rs 16. 1 bn. As per the provisions of the scheme, the authorised capital of the bank was increased to Rs 52. 0 bn divided into 5. 2 mn equity shares of Rs. 10 each, from 17 October 2019. However, as per provisions of Section 12(1)(i) of the Banking Regulation Act, 1949, the paid-up share capital of a bank cannot be less than one-half of its authorised share capital. To comply with provisions of the BR Act, Bandhan Bank proposes to reduce the authorised share capital from Rs 52. 0 bn to Rs 32. 0 bn. This reduction requires a consequent amendment to the Clause V of the Memorandum of Association. October 04-Dec-2019 BANDHAN BANK LTD. Postal Ballot Management Increase in the total For For The current shareholding by 2019 - shareholding limits for FPIs and FIIs in the bank is December all Foreign Portfolio ~13. 3% and the aggregate 2019 Investors (FPIs) and foreign holding is ~18. 3% of Foreign Institutional the paid-up equity capital. As Investors (FIIs) from 24% per guidelines for licensing to 49% of the paid-up of new banks in the private voting equity capital sector issued by the RBI and the licensing conditions for Bandhan Bank, the aggregate non-resident shareholding cannot exceed 49% in the first 5 years without shareholder approval and intimation to the RBI. Approval is being sought to increase the limit from the current 24%. Further, under the license terms, the shareholding of the Non- Operative Financial Holdings Company, Bandhan Financial Holdings is required to further come down to 40% from the current 60. 96% of the paid- up capital of the Bank. The increased FII and FDI limit of 49% will provide flexibility to the bank to raise capital and bring down promoter holding.

217 October 09-Dec-2019 MINDA INDUSTRIES NCM Management To approve the For For Minda Industries Limited 2019 - LTD. amalgamation between (MIL) proposes the merger December MJ Castings Limited of its four wholly owned 2019 (MJCL), Minda subsidiaries: MJ Castings Distribution and Services Limited (MJCL), Minda Limited (MDSL), Minda Distribution and Services Auto Components Limited (MDSL), Minda Limited (MACL) & Minda Auto Components Limited Rinder Private Limited (MACL) and Minda Rinder (MRPL), wholly owned Private Limited (MRPL) into subsidiaries with Minda itself. The proposed merger Industries Limited (MIL) will simplify the existing organizational structure of MIL and may improve operational efficiency. Since all the four companies are wholly owned subsidiaries of MIL, no shares will be issued upon the merger. The current shareholding of MIL in the subsidiaries shall stand cancelled and the shareholding pattern of MIL will not change after the merger. October 09-Dec-2019 LUPIN LTD. EGM Management Divestment of entire For For The proposed divestment 2019 - shareholding in Kyowa of Kyowa will help monetize December Pharmaceutical Industry investment made in the 2019 Co. Ltd (Kyowa), held Japanese generic drug through Nanomi B.V market where margins (Nanomi) to Plutus Ltd., are expected to be under Japan (Unison) for a pressure in the future. The consideration of JPY proceeds of ~INR 37,987 mn, 57,361 million will help reduce borrowing. The valuation is comparable to peers in the Indian market. October 29-Dec-2019 NESCO LTD. Postal Ballot Management To approve the For For Nesco Limited (NESCO) 2019 - amalgamation between proposes to merge its wholly December Nesco Limited (Nesco) owned subsidiary, Nesco 2019 and Nesco Hospitality Hospitality Private Limited Private Limited (NHPL), (NHPL), with itself. The its wholly owned proposed merger will simplify subsidiary the existing organizational structure of NESCO and may improve operational efficiency. Since NHPL is wholly owned subsidiary of NESCO, no shares will be issued upon the merger. The current shareholding of NESCO in NHPL shall stand cancelled.The shareholding pattern of Nesco will not change after the merger. January 02-Jan-2020 DR. REDDY'S NCM Management To approve scheme of For For Dr. Reddy’s Holdings Limited 2020 - LABORATORIES LTD. arrangement between (DRHL) is a holding company March Dr. Reddy’s Laboratories belonging to the promoters. 2020 Limited and Dr. Reddy’s In order the streamline the Holdings Limited overall holding structure of the group, the company proposes a reverse merger. As a result of the merger, Dr. Reddy’s Laboratories Limited (DRL) will issue same number of shares to shareholders of DRHL as held by it directly in DRL. The scheme will not affect either the overall promoter or non-promoter shareholding in DRL. Thus, there is no dilution for existing shareholders and the proposed structure will have no material impact for shareholders.

218 January 03-Jan-2020 BHARTI AIRTEL LTD. EGM Management To issue securities to For For Assuming the issue is done 2020 - Qualified Institutional at current market price of Rs. March Buyers (QIB) through 442.5 per share, Bharti Airtel 2020 Qualified Institutional Limited will issue ~ 320.8 mn Placement (QIP) for an equity shares. This will lead amount not exceeding to an overall dilution of 5.9% USD 2.0 bn (~ Rs. on the expanded capital 141.96 bn) base. The dilution will be for all shareholders including the promoters. The company states that the proceeds from the issue will be utilized towards payment of dues of Rs. 342.6 bn, on account of the Supreme Court’s order on the definition of Adjusted Gross Revenue (AGR). January 03-Jan-2020 BHARTI AIRTEL LTD. EGM Management To issue Foreign For For "The company states that the 2020 - Currency Convertible proceeds from the issue will March Bonds (FCCBs) and be utilized towards payment 2020 Redeemable Non- of dues of Rs. 342.6 bn, on Convertible Debentures account of the Supreme (NCDs) with/without Court’s order on the warrants up to USD 1 bn definition of Adjusted Gross (~Rs. 70.98 bn) through Revenue (AGR). Further, the Qualified Institutional company has also declared Placement (QIP) that in case of a favourable judgement on account of the review petition to be filed, the funds will be utilized towards repayment of debt, capital expenditure, refinancing of existing borrowings as well as to meet the working capital requirements. The company has not provided details regarding the combination of FCCBs and NCDs that will be issued within the overall limit of USD 1.0 bn. In addition to this, there is no clarity regarding the conversion price of the FCCBs. Notwithstanding, the proposed issue will be critical for the company to help pay its dues." January 09-Jan-2020 AXIS BANK LTD. Postal Ballot Management Reappoint S. For For "S. Vishvanathan, 65, has 2020 - Vishvanathan (DIN: an M. Sc. In Physics from March 02255828) as St. Stephens’ College 2020 Independent Director and is an MBA and from 11 February 2020 CAIIB. He retired as upto 10 February 2023 MD & GE (Associates & Subsidiaries) of SBI after being with the SBI Group for over 37 years. He is chairperson of the committee of directors and a member of the audit committee, review committee and the stakeholder’s relationship committee of Axis Bank. He has attended all board and committee meetings for FY19. He was appointed as Independent Director for five years from 11 February 2015. Axis Bank proposes to reappoint him for another three years, taking the total tenure to eight years as per the provisions of Section 10A(2A) of the Banking Regulation Act, 1949. The reappointment is in line with all statutory requirements. "

219 January 13-Jan-2020 CHOLAMANDALAM Postal Ballot Management Issue securities to For For Assuming the issue is done 2020 - INVESTMENT & Qualified Institutional at the current market price March FINANCE CO. LTD. Buyers (QIB) through of Rs. 309 per share, Chola 2020 Qualified Institutional will issue ~32. 4 mn equity Placement (QIP) up to shares. This will lead to an Rs. 10.0 bn overall dilution of 3. 97% on the expanded capital base. The dilution will be for all shareholders including the promoters. We believe the equity infusion will help support the NBFC’s growth plans and capital adequacy requirements. January 13-Feb-2020 N I I T Postal Ballot Management Approve buyback of up For For The buyback of 1. 9 mn 2020 - TECHNOLOGIES LTD. to 1.9 mn equity shares equity shares will result in March at a maximum price of an 3. 1% reduction in the 2020 Rs. 1,725.0 per share equity share capital. The through a tender offer proposed buyback price of Rs. 1725 is less than the company’s current market price. The promoters have decided to participate in the buyback; therefore, if the buyback is successful, there will be no change in the company’s shareholding pattern. The buyback will use the company’s cash on the standalone books, which aggregated Rs. 3. 3 bn on 30 September 2019; following the buyback, the company will have liquidity in the form of residual cash in subsidiaries aggregating Rs. 4. 2 bn. January 24-Feb-2020 CHOLAMANDALAM Postal Ballot Management Issue upto 9.3 mn equity For For Assuming that the issue of 9. 2020 - INVESTMENT & shares on preferential 3 mn equity shares is done March FINANCE CO. LTD. basis at Rs. 322.6 per at the preferential allotment 2020 share to Cholamandalam price of Rs. 322. 6 per share, Finance Holdings Ltd, the company will raise Rs. part of promoter group, to 3. 0 bn. Further, following raise Rs. 3.0 bn shareholder approval for a qualified institutional placement (QIP) upto Rs. 10. 0 bn, the company has raised Rs. 9. 0 bn. Although the preferential issue will increase the promoter holdings, the preferential issue and the QIP, approved in the 12 January 2020 postal ballot together, will result in the promoter shareholding reducing to 51. 7% from 52. 9%, with the public shareholding increasing to 48. 3% from 47. 1%. The equity infusion will help support the NBFC’s growth plans and capital adequacy requirements. Further, the proposed infusion is also expected to help shore up promoter shareholding following the QIP of Rs. 9. 0 bn completed in January 2020.

220 January 26-Feb-2020 DIVI'S Postal Ballot Management Approve payment of For For The company proposes to 2020 - LABORATORIES LTD. annual remuneration of pay annual remuneration March Rs. 2.0 mn to all Non- of Rs. 2. 0 mn, over and 2020 Executive Directors from above sitting fees, to all 1 January 2020 Non-Executive Directors (including Independent Directors) from 1 January 2020. We discourage the practice of seeking shareholder approval in perpetuity as it deprives shareholders an opportunity to periodically review the remuneration structure. Further, we expect the company to directly link director pay to profits instead of a fixed pay-out: there is no commission currently payable to Non-Executive Directors. Even so, we support the resolution since the proposed remuneration is commensurate with the increasing responsibilities of independent directors. January 26-Feb-2020 DIVI'S Postal Ballot Management Appoint Kosaraju For For Kosaraju Veerayya 2020 - LABORATORIES LTD. Veerayya Chowdary Chowdary, 65, is the March (DIN: 08485334) as an former Chief Vigilance 2020 Independent Director for Commissioner and five years from 4 January Chairperson of the Central 2020 Board of Director Taxes. His appointment is in line with statutory requirements. January 26-Feb-2020 DIVI'S Postal Ballot Management Approve revision of For Against Ms. Nilima Motaparti, 37, 2020 - LABORATORIES LTD. remuneration of Ms. is being redesignated March Nilima Motaparti, as Whole-time Director 2020 Whole-time Director (Commercial) from 4 (Commercial) from 1 January 2020 and the January 2020 till the end company proposes to revise of her current term her remuneration for the remainder of her current term ending on 26 June 2022. Nilima Motaparti is part of the promoter group. We estimate her FY20 remuneration at Rs. 228. 3 mn, including commission of 1% of net profits. The company must consider providing an absolute cap on the commission payable to its directors. The aggregate family remuneration amounted to Rs. 807. 1 mn in FY19, which is high in absolute terms. While we recognize that her remuneration will primarily be variable in nature, her proposed remuneration is higher than industry peers and is not commensurate with the size of the business.

221 January 26-Feb-2020 DIVI'S Postal Ballot Management Reappoint Kiran S. Divi For Against Kiran S Divi, 43, belongs 2020 - LABORATORIES LTD. (DIN: 00006503) as Chief to the promoter group. March Executive Officer for a We estimate his FY20 2020 period of five years from remuneration at Rs. 233. 0 1 April 2020 and fix his mn including commission remuneration of 1% of net profits. While we support his reappointment, we do not favor the remuneration being proposed. We recognize that his remuneration will primarily be variable in nature, and his past remuneration has been aligned to company performance. Even so, his FY19 remuneration of Rs. 202. 3 mn was 503x the median employee remuneration, which is high. Further, his FY19 remuneration was a 44% increase over his FY18 remuneration, vis-à-vis a 4% increase in median employee remuneration for the same period. His proposed remuneration is higher than industry peers and is not commensurate with the size of the business. The company must provide an absolute cap on the commission payable to its directors. Further, the aggregate family remuneration amounted to Rs. 807. 1 mn in FY19, which is high in absolute terms. January 26-Feb-2020 DIVI'S Postal Ballot Management Reappoint Madhusudana For For Madhusudana Rao Divi, 2020 - LABORATORIES LTD. Rao Divi (DIN: 75, belongs to the promoter March 00063843) as Whole- group. We estimate his FY20 2020 time Director (Projects) remuneration at Rs. 12. 2 for a period of five years mn which is commensurate from 1 April 2020 and fix with the size and scale of the his remuneration business. January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Reappoint Krishan Kant For Against K. K. Rathi is former CFO 2020 - BANK LTD Rathi (DIN:00040094) of the Future Group. He March as Independent Director has been on the board of 2020 for three years from 30 AU Small Finance Bank January 2020 since 18 March 2008. He has attended all 6 board meetings held till 20 January 2020. Although his reappointment is compliant with regulations (the bank considers his appointment as Independent Director from 30 March 2015, which is in line with the Companies Act 2013), we consider directors to be non-independent once they cross a tenure of ten years from the date of their first appointment. Therefore, we do not support his reappointment. If the board wishes to retain him as a director, it must consider his reappointment as a non- independent director.

222 January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Reappoint Ms. Jyoti For For Ms. Jyoti Narang is former 2020 - BANK LTD Narang (DIN:00351187) COO – Indian Hotels Ltd. March as Independent Director She was appointed as 2020 for three years from 30 Independent Director on January 2020 30 March 2015. She has attended 5 of 6 board meetings held till 20 January 2020. Her reappointment for another three years is in line with all statutory requirements. January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Reappoint Raj Vikash For For Raj Vikash Verma has over 2020 - BANK LTD Verma (DIN: 03546341) 36 years of experience in March as Independent Director the financial, development 2020 for three years from 30 finance, regulatory January 2021 supervision, housing, mortgage finance and real estate sectors. He is former CMD – National Housing Bank. He was appointed as Independent Director on 30 January 2018. He has attended all 6 board meetings held till 20 January 2020. His reappointment for another three years is in line with all statutory requirements. January 04-Mar-2020 AU SMALL FINANCE Postal Ballot Management Designate Raj Vikash For For AU Small Finance Bank 2020 - BANK LTD Verma as Non-Executive proposes to designate Raj March (Part-Time) Chairman Vikash Verma as Non- 2020 subject to RBI approval, Executive (Part-Time) for one year from 30 Chairman subject to RBI March 2020, at an approval, for one year, at honorarium of Rs 2.0 mn an honorarium of Rs 2. 0 mn excluding sitting fees and out of pocket expenses. The proposed remuneration is commensurate with the complexities of the banking business and comparable to peers. January 06-Mar-2020 TORRENT Postal Ballot Management Issue of equity shares or For For To raise Rs. 50 bn at current 2020 - PHARMACEUTICALS equity-linked securities market price of Rs. 2001. March LTD. aggregating upto Rs 50 45 per share, the company 2020 bn through QIP or private will need to issue ~25. 0 placement mn equity shares. This will result in equity dilution of ~12. 9% of the post–issue share capital of the company. The company proposes to utilize the proceeds for organic and inorganic growth opportunities, long- term working capital, capital expenditure, refinancing existing borrowings and other corporate purposes.

223 January 06-Mar-2020 TORRENT Postal Ballot Management Reappoint Samir Mehta For Against Although we support Samir 2020 - PHARMACEUTICALS (DIN: 00061903) as Mehta’s reappointment, there March LTD. Executive Chairperson is no clarity on his proposed 2020 from 1 April 2020 to 31 remuneration. In the past, his March 2025 and fix his remuneration has been the remuneration form of commission alone and has aggregated Rs. 150 mn over the past four years and in FY19. Samir Mehta holds an executive position in Torrent Power Limited from where he received additional remuneration, which aggregated Rs. 10 mn in FY19. In absence of any remuneration structure and no disclosures of an absolute cap on the commission, we are unable to make an informed decision with respect to Samir Mehta’s proposed remuneration. January 06-Mar-2020 TORRENT Postal Ballot Management Appoint Jinesh Shah For For Jinesh Shah, 42, has been 2020 - PHARMACEUTICALS (DIN: 00406498) as a associated with the company March LTD. Wholetime Director for a since 2001. He has a 2020 period of five years from graduate degree in Science 1 August 2019 and fix his and has completed his MBA remuneration from Temple University, USA. We estimate Jinesh Shah’s FY20 remuneration at Rs. 45. 0 mn which is commensurate to the roles and responsibilities of the business and is comparable to industry peers. Further, he is a professional and his skills carry market value. The company must consider providing an absolute cap on the commission payable to its directors. January 07-Mar-2020 P V R LTD. Postal Ballot Management Approve PVR Limited For For The overall dilution of the 2020 - Employee Stock Option entire scheme is expected March Plan 2020 (PVR ESOP to be 1. 0% on the expanded 2020 – 2020) under which capital base. The vesting options not exceeding period will not be less than 520,000 equity shares 1 year and not more than will be issued 4 years from the date of grant of ESOPs. The NRC has the discretion to grant the options at a discount of upto 5%. Since the options are to be issued at or close to the market price, the cost impact of the scheme is likely to be reasonable and it will align employee incentives to shareholder returns. January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Reappoint Rahul Bajaj For For Rahul Bajaj, 82, is part of 2020 - (DIN: 00014529) as Non- the promoter group. His March Executive Chairperson current term as Executive 2020 with effect from 1 April Chairperson ends on 31 2020 and ratify his March 2020. From 1 April appointment as he is 2020, the board proposes over 75 years of age to reappoint him as non- executive Chairperson. In line with recent changes in SEBI’s LODR, the company seeks shareholder approval for his continuation on the board post attaining the age of 75 years. His continuation is in line with statutory requirements.

224 January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Approve remuneration to For For Rahul Bajaj, 82, represents 2020 - Rahul Bajaj from 1 April the promoter family on March 2020 to 31 March 2021, the board. His proposed 2020 in excess of 50% of the remuneration as a non- total annual remuneration executive director will be in payable to all Non- the form of commission and Executive Directors, sitting fees, and will be less within 1% of net profits than his FY20 remuneration, estimated at Rs. 110. 1 mn. The proposed cap on remuneration is higher than the remuneration paid to some executive directors (professionals). We support the continuation of Rahul Bajaj on the board as a non- executive director and expect the company to remain judicious in its remuneration payouts. January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Adopt a new set of For For The existing Articles of 2020 - Articles of Association Association (AoA) are March based on the provisions of 2020 the erstwhile Companies Act, 1956. The company proposes to adopt a new AoA in line with model articles contained in Table F of Companies Act, 2013. In the proposed AoA, the company has included provisions regarding the position of Chairman Emeritus (who will not be a director on the company’s board), which is not prejudicial to minority shareholders. A copy of the proposed AoA is available on the company’s website. January 14-Mar-2020 BAJAJ AUTO LTD. Postal Ballot Management Fix the Foreign Portfolio For For As per the Foreign Exchange 2020 - Investors’ (FPIs) Management (Non-debt March investment limit to 24% of Instruments) Rules, 2019, 2020 the paid-up capital the existing FPI limit for the company will be the sectoral cap – 100% with effect from 1 April 2020. With approval of the shareholders the company can decrease this limit to 24%, 49% or 74% as it may choose before 31 March 2020. The current FPI shareholding in the company stands at 14%, hence Bajaj Auto proposes to cap this limit to 24% of the paid-up equity share capital. With this cap, there is sufficient headroom for FPIs to increase their stake. The promoter group owns 53. 5% of the equity – over time, we expect the company to increase the FPI cap from 24%. January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management Approve insertion of For For The company proposes to 2020 - Article 94A in the Articles add provisions in the Articles March of Association regarding the position of 2020 Chairman Emeritus (who will not be a director on the company’s board. The proposed provision is not prejudicial to the interest of minority shareholders. A copy of the proposed AoA is available on the company’s website.

225 January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management Fix the Foreign Portfolio For For As per the Foreign Exchange 2020 - Investors’ (FPIs) Management (Non-debt March investment limit to 49% of Instruments) Rules, 2019 2020 the paid-up capital the existing FPI limit for the company will be the sectoral cap – 100% with effect from 1 April 2020. With approval of the shareholders, the company can decrease this limit to 24%, 49% or 74% as it may choose before 31 March 2020. The current FPI shareholding in the company stands at 23%, hence, the company proposes to cap this limit at 49% of the paid- up equity share capital at any point of time on fully diluted basis. Because the promoters own 56. 2% of the equity, we believe the FPI cap of 49% is reasonable. January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management To increase the For For As on 30 September 2019, 2020 - borrowing limit to Rs. 1.6 BFL had a debt of Rs. 978. March trillion from Rs. 1.3 trillion 7 bn as against a networth 2020 of Rs. 220. 9 bn. BFL is well capitalized - its overall capital adequacy ratio of 26. 9%, on 31 December 2019, is much higher than RBI’s minimum requirement of 15%. Debt levels in NBFCs are reined in by RBI’s capital adequacy requirements. On 3 December 2019, BFL’s ratings on debt were CRISIL AAA/Stable/CRISIL A1+: the ratings denote the highest degree of safety with regards to timely servicing of financial obligations. January 15-Mar-2020 BAJAJ FINANCE LTD. Postal Ballot Management Creation of charges/ For For The NBFC would need to 2020 - mortgages on company’s create a charge on its assets March assets up to Rs. 1.6 to raise incremental debt: 2020 trillion secured debt usually carries a lower cost than unsecured debt.

226 January 15-Mar-2020 ICICI LOMBARD Postal Ballot Management Re-appointment of For For Sanjiv Mantri is Executive 2020 - GENERAL Sanjeev Mantri (DIN: Director – Retail. The terms March INSURANCE 07192264), as Executive of his proposed remain 2020 COMPANY LTD. Director-Retail for five unchanged from those years from 2 May 2020 to approved in the AGM of FY19 1 May 2025 and to fix his and by IRDAI. His proposed remuneration at previous remuneration is estimated terms at Rs. 99. 0 mn, including fair value of stock options. It is comparable to peers and commensurate with the size of operations and his role. Sanjiv Mantri receives stock options both from ICICI Bank and ICICI Lombard: such structures could potentially create a conflict of interest. Directors’ pay must be aligned and linked to the performance of the company where they are directly responsible for steering the business. Even though there are strong business linkages between the entities, since ICICI Lombard is now a listed entity, going forward, it must ensure that a dominant share of executive directors’ pay is aligned to its own interests (which may, on occasion, be different from those of ICICI Bank). January 15-Mar-2020 ICICI LOMBARD Postal Ballot Management Approve amendment For For The current size of the 2020 - GENERAL to the ICICI Lombard scheme is 5% of the issued March INSURANCE Employees Stock Option capital of the company. As 2020 COMPANY LTD. Scheme-2005 on 31 March 2019, ICICI Lombard has issued 19. 3 mn shares under the ESOS 2005 scheme, which represents 4. 26% of the paid up capital. The company proposes to revise the size of the scheme by increasing the size to 7% of the issued capital. The ESOP pool will increase by 9. 1 mn shares to 31. 8 mn shares from the current 22. 7 mn shares. Since the overall dilution on the increased scheme size is 1. 9% of the expanded capital base and the ESOPs are being granted at market price, we believe that increase in the pool size will have minimal impact on interests of minority shareholders.

227 January 18-Mar-2020 HINDUSTAN Postal Ballot Management Appoint Wilhelmus Uijen For For Wilhelmus Uijen is a 2020 - UNILEVER LTD. (DIN: 08614686) as an postgraduate in Physics March Executive Director- and a Dutch national. He 2020 Supply Chain for a term has been associated with of five years w.e.f. 1 Unilever for the past 20 January 2020 and fix his years. Based on actual remuneration payouts to other EDs in FY19, we have estimated his overall pay (inclusive of ESOPs) for FY21 at Rs. 75. 0 mn. The remuneration structure for Wilhelmus Uijen does not provide any clarity on individual components of director remuneration. Further, there is no absolute cap on his performance linked bonus/commission and quantum of ESOPs he will be granted. Notwithstanding, his proposed remuneration of Rs. 75. 0 mn for FY21 is in line with peers and commensurate with the size and complexity of the business. January 22-Mar-2020 IRCON Postal Ballot Management Approve the sub-division For For The sub-division of shares 2020 - INTERNATIONAL LTD. of equity shares from one is likely to improve market March share of face value of liquidity for the stock. 2020 Rs. 10.0 per share to five shares of face value Rs. 2.0 per share January 22-Mar-2020 IRCON Postal Ballot Management Approve alteration For For As a result of the sub-division 2020 - INTERNATIONAL LTD. to Capital Clause of equity shares the company March of Memorandum of proposes to change the 2020 Association (MoA) to Capital Clause (Clause accommodate the sub- V) of the Memorandum of division of equity shares Association (MoA). The new MoA will reflect the proposed authorized share capital of Rs. 4. 0 bn, divided into 2. 0 bn equity shares of face value Rs. 2. 0 each. January 23-Mar-2020 P I INDUSTRIES LTD. Postal Ballot Management Issuance of equity shares For For Assuming the issue is done 2020 - up to Rs. 20.0 bn through at the current market price March a qualified institutional of Rs. 1520 per share, the 2020 placement (QIP) company will issue ~13. 16 mn equity shares. The issue will result in ~8. 7% dilution on the expanded equity base. The dilution will be for all shareholders including the promoters. The company has received an increase in inquiries from its existing customers and has a strong order book position and continues to invest in capacities through capital expenditure. Raising funds through the equity issuance will strength the balance sheet and capital structure and provide impetus for growth.

228 January 24-Mar-2020 LUMAX INDUSTRIES Postal Ballot Management Approve related party For For In FY19, the total value of 2020 - LTD. transactions with Lumax transactions was Rs. 3. 2 March Auto Technologies bn (17. 3% of standalone 2020 Limited up to Rs. 2.25 bn revenue). The transactions for FY20 include purchase/sale of raw materials, finished goods, components, assets, capital goods, rendering/availing of services among others. The proposed transactions will be in the ordinary course of business and on an arm’s length basis.

229 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

INDEPENDENT AUDITOR’S REPORT TO THE BOARD OF DIRECTORS OF UNION TRUSTEE COMPANY PRIVATE LIMITED Report on the Audit of the Financial Statements Opinion 1. We have audited the accompanying financial statements of the under mentioned Close Ended Schemes (“the Schemes”) of Union Mutual Fund which comprise the Balance Sheets as at the dates mentioned below, the Revenue Accounts and the Cash Flow Statements for the period/year ended as per dates mentioned below and a summary of the significant accounting policies and other explanatory information. Name of the Scheme Period / Year covered for Revenue Account and Cash Flow Statement Balance Sheet date Union Capital Protection Oriented Fund - Series 7 April 1, 2019 to March 03, 2020 March 03, 2020 (till Maturity date) Union Capital Protection Oriented Fund - Series 8 April 1, 2019 to March 31, 2020 March 31, 2020 2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended (the “SEBI Regulations”), in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of the Balance Sheets, of the state of affairs of the Schemes as at the dates mentioned above; b) in the case of the Revenue Accounts, of the net surplus / (deficit) of the Schemes for the period / year ended on that date; and c) in the case of the Cash Flow Statements, of the cash flows of the Schemes for the period / year ended on that date. Basis for Opinion 3. We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India (“ICAI”). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. In conducting our audit we have taken into account the provisions of the SEBI Regulations, the accounting standards issued by the ICAI, to the extent applicable, and matters which are required to be included in the audit report under the provisions of the SEBI Regulations. We are independent of the Schemes in accordance with the ethical requirements that are relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Key Audit Matters 4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Sr. No. Key Audit Matter Auditor’s Response 1. Valuation and existence of Principal audit procedures performed: Investments: We gained an understanding of the internal control structure and operating effectiveness of key controls surrounding valuation The valuation and existence of the and existence of investments. portfolio of investments is considered We tested the valuation of the investments by testing the compliance with the valuation policy as approved by the Board of Union as a key audit matter due to the Trustee Company Private Limited and in compliance with SEBI Regulations and Guidelines and by comparing the investment magnitude of potential misstatement valuation from prices obtained from following sources: as the portfolio of investments • security level prices received from agencies approved by Association of Mutual Fund in India (“AMFI”); represents the principal element of • for equity securities, last quoted closing price on the National Stock Exchange (NSE) and if such security is not listed on the net asset of the Scheme. NSE, then the last quoted price on the Bombay Stock Exchange (BSE); and • Verification of amortization computation for debt securities having 30 or less days to maturity. We also assessed and verified the provisions required as per SEBI guidance on below investment grade securities or default securities. We tested the existence of the Investments by obtaining and reconciling the direct confirmations of the holdings from following sources: • Custodian of the Schemes • Reserve Bank of India • Clearing Corporation of India Limited We agreed the holdings as per above confirmations with the Schemes’ accounting records. We reviewed the reconciliations for the cases where differences were observed, if any.

2. Multiple Information Technology Principal audit procedures performed: (IT) Systems We involved our IT specialists to obtain an understanding of the entity’s IT related control environment. Furthermore, we The controls over IT Systems and the conducted an assessment and identified key IT applications, databases and operating systems that are relevant to our audit and operating effectiveness thereof is have identified key applications relevant for financial reporting. considered as a key audit matter as For the key IT systems pertaining to financial reporting, our areas of audit focus included Access Security (including controls over the Schemes are highly dependent privileged access), program change controls, database management and network operations. on technology due to the significant We obtained an understanding of the entity’s IT control environment and key changes during the audit period that may be number of transactions that are relevant to the audit. processed daily and discrete IT Systems used. The audit approach We tested the design, implementation and operating effectiveness of the Entity’s General IT controls over the key IT systems that relies extensively on automated are critical to financial reporting. This included evaluation of entity’s controls to evaluate segregation of duties and access rights controls and therefore on the being provisioned / modified based on duly approved requests, access for exit cases being revoked in a timely manner and effectiveness of controls over IT access of all users being re-certified during the period of audit. systems. We also tested key automated and manual business cycle controls and logic for system generated reports relevant to the audit; IT application controls are critical to including testing of compensating controls or performed alternate procedures to assess whether there were any unaddressed IT ensure that changes to applications risks that would materially impact the financial statements. and underlying data are made in an appropriate manner.

230 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

INDEPENDENT AUDITOR’S REPORT Information Other than the Financial Statements and Auditor’s Report Thereon 5. The managements of Union Trustee Company Private Limited (“the Trustee”) and Union Asset Management Company Private Limited (“the AMC”) are responsible for the other information. The other information comprises the information included in the Trustee Report of Union Mutual Fund, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. 6. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. 7. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management for the Financial Statements 8. The managements of Trustee and AMC are responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Schemes in accordance with accounting policies and standards as specified in the Ninth Schedule of the SEBI Regulations, including the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable, and in accordance with the accounting principles generally accepted in India. 9. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the SEBI Regulations for safeguarding the assets of the Schemes and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 10. In preparing the financial statements, the managements of the Trustee and the AMC are responsible for assessing the Scheme’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Scheme or to cease operations, or has no realistic alternative but to do so. 11. The managements of the Trustee and the AMC are also responsible for overseeing the Scheme’s financial reporting process. Auditors’ Responsibility for the Audit of the Financial Statements 12. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also : • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Scheme’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Scheme’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Schemes to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 13. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. 14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 16. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Regulatory Requirements 17. As required by SEBI Regulation 55 and Clause 5 of the Eleventh Schedule of the SEBI Regulations, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) The Balance Sheets, the Revenue Accounts and the Cash Flow Statements dealt with by this report are in agreement with the books of account of the Schemes; and (c) The financial statements have been prepared in accordance with accounting policies and standards as specified in the Ninth Schedule of the SEBI Regulations. 18. As required by Clause 2 (ii) of Eighth Schedule of the SEBI Regulations, we report that, Non-traded securities have been valued following the “Principles of Fair Valuation” approved by the Board of Directors of the Trustee and the AMC. In our opinion, these valuations are fair and reasonable. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) Pallavi A. Gorakshakar Partner (Membership No. 105035) UDIN: 20105035AAAAGP6666 Mumbai, July 24, 2020

231 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

BALANCE SHEET OF CLOSE ENDED SCHEMES

Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 Schedule As at As at As at As at March 03, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Rupees Rupees Rupees Rupees LIABILITIES Unit capital 1 3,085,757,170 3,085,757,170 3,098,993,990 3,099,093,990 Reserves and surplus 2 602,082,220 459,113,281 107,528,547 250,826,583 Current liabilities and provisions 3 6,892,496 6,136,771 3,802,978 7,446,441 3,694,731,886 3,551,007,222 3,210,325,515 3,357,367,014 ASSETS Investments 4 3,694,081,319 2,991,142,954 3,010,322,054 2,805,831,425 Deposits 5 100,000 100,000 100,000 100,000 Other current assets 6 550,567 559,764,268 199,903,461 551,435,589 3,694,731,886 3,551,007,222 3,210,325,515 3,357,367,014 Significant Accounting Policies and Notes to Accounts 8

In terms of our report attached For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018

Pallavi A. Gorakshakar Mr. A. P. Kurian Mr. Madhavakumar Kuzhiyil Mr. Gopal Singh Gusain Mr. Rajkiran Rai Gundyadka Partner Director Director Director Director Membership No. 105035 DIN: 8022 DIN: 791168 DIN: 3522170 DIN: 7427647

G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer

Parijat Agrawal Head-Fixed Income Place : Mumbai Place : Mumbai Place: Mumbai Date : July 24, 2020 Date : July 24, 2020 Date : July 23, 2020

232 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

REVENUE ACCOUNT OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED

Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 Schedule For the period For the year ended For the year ended For the year ended April 01, 2019 to March 31, 2019 March 31, 2020 March 31, 2019 March 03, 2020 Rupees Rupees Rupees Rupees INCOME AND GAINS: Increase/(Decrease) in unrealised appreciation in value of (184,488,413) 135,222,413 (73,220,559) 45,366,106 investments and derivatives in securities Interest 7 214,377,210 234,978,922 235,314,726 226,304,198 Profit on sale / redemption of investments in securities 108,750,918 - - 9,193 (other than inter-scheme transfer/sale) - net Other income (Refer Schedule 8 - Note 24) - 1,411 - - Total (A) 138,639,715 370,202,746 162,094,167 271,679,497 EXPENSES AND LOSSES: Increase/(Decrease) in provision for depreciation in value of (45,624,000) 14,838,050 259,887,150 13,184,100 investments and derivatives in securities Loss on sale / redemption of investments in securities - 1,209,016 7,271,600 - (other than inter-scheme transfer / sale) - net Management fees 22,030,021 50,218,620 22,828,495 44,242,197 Goods and Services Tax 3,965,404 9,039,350 4,109,128 7,963,598 (including related Cess) on Management fees Trusteeship fees 7,080 7,080 7,080 7,080 Registrar and Transfer Agents fees and expenses 988,173 1,273,585 1,015,475 1,276,688 Commission to agents 7,841,313 16,101,397 8,575,591 19,847,843 Audit fees 88,972 115,640 88,972 122,394 Custodian fees 185,355 191,081 206,719 184,908 Investor education and awareness 659,178 676,525 686,978 650,035 Other operating expenses 706,061 658,879 715,015 491,695 Total (B) (9,152,443) 94,329,223 305,392,203 87,970,538 Net Surplus / (Deficit) for the year (C=A-B) 147,792,158 275,873,523 (143,298,036) 183,708,959 Add/ (Less): Income Equalisation (D) - (5,861,377) - (1,656,748) Transfer to Unrealised Appreciation Reserve (E) 184,488,413 (135,222,413) 73,220,559 (45,366,106) Transfer from Retained Surplus [Opening balance] (F) 275,706,324 - - - Available Surplus / (Deficit) for appropriation (C+D-E+F) 607,986,895 134,789,733 (70,077,477) 136,686,105 Appropriation Income Distributed 3,265,399 - - - Tax on income distributed 1,557,820 - - - Retained Surplus / (Deficit) carried forward to Balance sheet 603,163,676 134,789,733 (70,077,477) 136,686,105 Significant Accounting Policies and Notes to Accounts 8

In terms of our report attached For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018

Pallavi A. Gorakshakar Mr. A. P. Kurian Mr. Madhavakumar Kuzhiyil Mr. Gopal Singh Gusain Mr. Rajkiran Rai Gundyadka Partner Director Director Director Director Membership No. 105035 DIN: 8022 DIN: 791168 DIN: 3522170 DIN: 7427647

G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer

Parijat Agrawal Head-Fixed Income Place : Mumbai Place : Mumbai Place: Mumbai Date : July 24, 2020 Date : July 24, 2020 Date : July 23, 2020

233 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

CASH FLOW STATEMENT OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED

Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 For the period For the year ended For the year ended For the year ended April 01, 2019 to March 31, 2019 March 31, 2020 March 31, 2019 March 03, 2020 Rupees Rupees Rupees Rupees A. Cashflow from Operating Activity Net Surplus for the year including Unrealised Appreciation in value of Investments 147,792,158 275,873,523 (143,298,036) 183,708,959 Add/(Less): Increase/(Decrease) in unrealised appreciation in value of 184,488,413 (135,222,413) 73,220,559 (45,366,106) investments in securities Add/(Less): Increase/(Decrease) in provision for depreciation in value of (45,624,000) 14,838,050 259,887,150 13,184,100 investments in securities Operating Surplus Before Working Capital Changes 286,656,571 155,489,160 189,809,673 151,526,953 Adjustments for:- (Increase)/Decrease in Other Current Assets 559,610,253 (289,476,189) 344,253,786 (45,011,006) (Increase)/Decrease in Deposits - (100,000) - (100,000) (Increase)/Decrease in Investments 2,732,481,021 80,215,379.05 (288,059,513) (59,172,120) Increase/(Decrease) in Current Liabilities and Provisions 755,725 190,888 (3,643,463) 2,353,688 Net Cash Generated From / (used in) Operating Activities 3,579,503,570 (53,680,762) 242,360,483 49,597,515 B. Cashflow from Financing Activities Proceeds / (Repayment) on Issue / (Repurchase) of Units - (102,687,520) (100,000) (56,686,510) Increase/(Decrease) in Unit Premium - (1,081,456) - (124,119) Increase/(Decrease) in Income equalisation - (5,861,377) - (1,656,748) Dividend Paid during the year (including dividend tax paid) (4,823,219) - - - Net Cash Generated From / (used in) Financing Activities (4,823,219) (109,630,353) (100,000) (58,467,377) Net Increase/(Decrease) in Cash & Cash Equivalents 3,574,680,351 (163,311,115) 242,260,483 (8,869,862) Cash and Cash Equivalents as at the beginning of the year 119,951,535 283,262,650 40,670,392 49,540,254 Cash and Cash Equivalents as at the close of the year 3,694,631,886 119,951,535 282,930,875 40,670,392 Net Increase/(Decrease) in Cash & Cash Equivalents 3,574,680,351 (163,311,115) 242,260,483 (8,869,862) Components of cash and cash equivalents With Banks - in current account (Refer Schedule 6) 550,567 154,015 240,251 7,518,593 Triparty Repo (TREPS) (Refer Schedule 4) 3,694,081,319 119,797,520 282,690,624 33,151,799 3,694,631,886 119,951,535 282,930,875 40,670,392

Note: The above cashflow statement has been prepared under the indirect method set out in Accounting Standard 3 - Cash Flow Statement, issued by the Institute of Chartered Accountants of India.

In terms of our report attached For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018

Pallavi A. Gorakshakar Mr. A. P. Kurian Mr. Madhavakumar Kuzhiyil Mr. Gopal Singh Gusain Mr. Rajkiran Rai Gundyadka Partner Director Director Director Director Membership No. 105035 DIN: 8022 DIN: 791168 DIN: 3522170 DIN: 7427647

G. Pradeepkumar Vinay Paharia Chief Executive Officer Chief Investment Officer

Parijat Agrawal Head-Fixed Income Place : Mumbai Place : Mumbai Place: Mumbai Date : July 24, 2020 Date : July 24, 2020 Date : July 23, 2020

234 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 As at March 03, 2020 As at March 31, 2019 As at March 31, 2020 As at March 31, 2019 Units Rupees Units Rupees Units Rupees Units Rupees SCHEDULE 1 : UNIT CAPITAL Initial Capital (Unit Capital raised during New Fund Offer) Units of Rs.10 each fully paid up 318,844,469 3,188,444,690 318,844,469 3,188,444,690 315,578,050 3,155,780,500 315,578,050 3,155,780,500 Outstanding Unit Capital Dividend Option/ Dividend Payout Option Opening Balance 2,397,069 23,970,690 2,497,069 24,970,690 380,900 3,809,000 380,900 3,809,000 Add: Issued during the year ------Less: Repurchased during the year - - 100,000 1,000,000 - - - - Unit Capital at the end of the year 2,397,069 23,970,690 2,397,069 23,970,690 380,900 3,809,000 380,900 3,809,000 Direct Plan - Dividend Option/ Direct Plan - Dividend Payout Option Opening Balance 58,500 585,000 58,500 585,000 - - - - Add: Issued during the year ------Less: Repurchased during the year ------Unit Capital at the end of the year 58,500 585,000 58,500 585,000 - - - - Growth Option Opening Balance 295,084,294 2,950,842,940 305,239,546 3,052,395,460 305,760,999 3,057,609,990 311,429,650 3,114,296,500 Add: Issued during the year - - - - @(10,000) @(100,000) - - Less: Repurchased during the year - - 10,155,252 101,552,520 - - 5,668,651 56,686,510 (Refer Schedule 8 - Note 1) Unit Capital at the end of the year 295,084,294 2,950,842,940 295,084,294 2,950,842,940 305,750,999 3,057,509,990 305,760,999 3,057,609,990 Direct Plan Growth Option Opening Balance 11,035,854 110,358,540 11,049,354 110,493,540 3,767,500 37,675,000 3,767,500 37,675,000 Add: Issued during the year ------Less: Repurchased during the year - - 13,500 135,000 - - - - (Refer Schedule 8 - Note 1) Unit Capital at the end of the year 11,035,854 110,358,540 11,035,854 110,358,540 3,767,500 37,675,000 3,767,500 37,675,000 Total under all options Opening Balance 308,575,717 3,085,757,170 318,844,469 3,188,444,690 309,909,399 3,099,093,990 315,578,050 3,155,780,500 Add: Issued during the year - - - - @(10,000) @(100,000) - - Less: Repurchased during the year - - 10,268,752 102,687,520 - - 5,668,651 56,686,510 Unit Capital at the end of the year 308,575,717 3,085,757,170 308,575,717 3,085,757,170 309,899,399 3,098,993,990 309,909,399 3,099,093,990 @Units reversed during the year

235 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 As at As at As at As at March 03, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Rupees Rupees Rupees Rupees SCHEDULE 2 : RESERVES AND SURPLUS Unit Premium Reserve Opening balance (1,081,456) - (124,119) - Net premium on issue /redemption of units during the year - (1,081,456) - (124,119) Closing balance (1,081,456) (1,081,456) (124,119) (124,119) Income Equalisation Reserve Income Equalisation Reserve on issue /redemption of units during the year - (5,861,377) - (1,656,748) Transfer to Revenue account - 5,861,377 - 1,656,748 Closing balance - - - - Retained Surplus/(Deficit) Opening Balance 275,706,324 140,916,591 177,703,383 41,017,278 Transfer to Revenue account (275,706,324) - - - Surplus/(Deficit) transferred from Revenue Account 603,163,676 134,789,733 (70,077,477) 136,686,105 Closing balance 603,163,676 275,706,324 107,625,906 177,703,383 Unrealised Appreciation Reserve Opening balance 184,488,413 49,266,000 73,247,319 27,881,213 Net change in unrealised appreciation reserve in value of investments and (184,488,413) 135,222,413 (73,220,559) 45,366,106 derivatives transferred from revenue account Closing balance - 184,488,413 26,760 73,247,319 Total 602,082,220 459,113,281 107,528,547 250,826,583 SCHEDULE 3 : CURRENT LIABILITIES & PROVISIONS Management fees payable 746,899 4,340,339 2,394,470 5,243,913 Other current liabilities and provisions 2,815,734 1,737,497 1,253,217 1,945,954 Investor education & awareness payable 64,465 58,935 55,291 56,574 Payable for distributed income 3,265,398 - - - Refund payable to investors - - 100,000 200,000 Total 6,892,496 6,136,771 3,802,978 7,446,441 Market/Fair value Market/Fair value Market/Fair value Market/Fair value SCHEDULE 4 : INVESTMENTS Debentures and Bonds (Listed) - 2,862,378,550 2,717,790,400 2,766,149,700 Treasury Bills - 8,966,884 9,841,030 6,529,926 Triparty Repo (TREP's) 3,694,081,319 119,797,520 282,690,624 33,151,799 Total 3,694,081,319 2,991,142,954 3,010,322,054 2,805,831,425 SCHEDULE 5 : DEPOSITS Deposit with Institutions (Margin money with The Clearing Corporation of India Ltd.) 100,000 100,000 100,000 100,000 Total 100,000 100,000 100,000 100,000 Deposit with Institutions SCHEDULE 6 : OTHER CURRENT ASSETS Balances with banks in current account 550,567 154,015 240,251 7,518,593 Option premium - 504,517,088 66,766,950 407,999,700 Outstanding and accrued income - 55,017,265 132,896,260 135,917,296 Other receivables - 75,900 - - Total 550,567 559,764,268 199,903,461 551,435,589 For the period For the year ended For the year ended For the year ended April 01, 2019 to March 31, 2019 March 31, 2020 March 31, 2019 March 03, 2020 Rupees Rupees Rupees Rupees SCHEDULE 7 : INTEREST Interest on debt, money market instruments and deposits 198,128,567 227,774,859 229,295,891 223,151,577 Interest on Reverse Repo / Triparty Repo 16,248,643 7,204,063 6,018,835 3,152,621 Total 214,377,210 234,978,922 235,314,726 226,304,198

236 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : 1. Background Union Mutual Fund (‘the Fund’) is sponsored by Union Bank of India and Dai-ichi Life Holdings, Inc. and is constituted as a Trust under the Indian Trusts Act, 1882 with Union Trustee Company Private Limited (‘the Trustee Company’) as the Trustee. In conformity with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, and amendments thereto, Union Asset Management Company Private Limited (‘the AMC’) has been set up to act as the Asset Management Company to the Fund.Union Mutual Fund was originally co-sponsored by Union Bank of India and KBC Participations Renta, a 100% subsidiary of KBC Asset Management NV. Union Bank of India acquired the entire shareholding held by KBC Participations Renta in Union Asset Management Company Private Limited and Union Trustee Company Private Limited on September 20, 2016 and was the sole Sponsor of Union Mutual Fund till May 16, 2018. Subsequently, pursuant to the Investment and Subscription Agreement between Union Bank of India, Dai-ichi Life Holdings, Inc. and Union Asset Management Company Private Limited; Dai-ichi Life Holdings, Inc. on May 17, 2018, invested in Union Asset Management Company Private Limited, through Compulsorily Convertible Preference Shares (“CCPS”) for a total stake of 39.62% on a fully diluted basis, subject to relevant terms and conditions. Pursuant to this investment Union Bank of India and Dai-ichi Life Holdings, Inc. have become Co-sponsors of Union Mutual Fund.The AMC had obtained approval from the Board of Directors of the AMC and Trustee Company in their meeting held on December 05, 2018 and December 12, 2018 respectively, to seek requisite approvals from SEBI, RBI and other regulators with respect to providing Management and Advisory Services to such Categories of Foreign Portfolio Investors as permitted under Regulation 24(b) of the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time, and as specified by SEBI. In this regard, SEBI has issued a no-objection letter dated May 22, 2019 to the AMC for providing Management and Advisory Services to such Categories of Foreign Portfolio Investors as permitted under Regulation 24(b) of the SEBI (Mutual Funds) Regulations, 1996. The AMC has commenced this activity with effect from October 2, 2019. The key features and investment objectives of the Schemes of Union Mutual Fund are as follows: Scheme Name* Key features ** Investment objectives Union Capital Close-ended capital protection oriented scheme allotted on February 28, 2017, matured on The investment objective of the Scheme is to seek capital Protection Oriented March 3, 2020 protection on maturity by investing in fixed income Fund - Series 7 The scheme offers the following plans/options: securities maturing on or before the tenure of the scheme • Regular Plan - Growth Option and seeking capital appreciation by investing in equity • Regular Plan - Dividend Option and equity related instruments. • Direct Plan - Growth Option • Direct Plan - Dividend Option Union Capital Close-ended capital protection oriented scheme allotted on September 8, 2017, maturing on The investment objective of the Scheme is to seek capital Protection Oriented September 11, 2020 protection on maturity by investing in fixed income Fund - Series 8 The scheme offers the following plans/options: securities maturing on or before the tenure of the scheme • Regular Plan - Growth Option and seeking capital appreciation by investing in equity • Regular Plan - Dividend Option and equity related instruments. • Direct Plan - Growth Option • Direct Plan - Dividend Option *Presentation of these separate Balance sheets and Revenue accounts in a columnar form is not intended to indicate that they bear any relation to each other, or are interdependent or comparable in any way. All the above schemes have been collectively referred to as “Schemes”. **In case the maturity date falls on a holiday, as per Scheme Information Document the maturity date will be the next working day. All the Schemes are listed on the NSE. 2. Significant accounting policies A i) Basis of Accounting The financial statements are prepared and presented on the accrual basis of accounting, under the historical cost convention, except for investments which are valued based on principles of fair valuation, in accordance with the accounting policies and standards specified in the Ninth Schedule of SEBI (Mutual Funds) Regulations, 1996 and amendments thereto, as applicable. ii) Use of Estimates: The preparation of financial statements in conformity with the Generally Accepted Accounting Principles (‘GAAP’) requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities as at the date of the financial statements and the reported amount of revenues and expenses during the reported period. The estimates and the assumptions used in the accompanying financial statements are based upon the Management’s evaluation of relevant facts and circumstances as at the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying financial statements. Any revision to accounting estimates is recognised prospectively in the current and future periods. B Computation of net asset value a) The net asset values of the units of the schemes is determined separately for the units issued under the various Options. b) For reporting the net asset values within the portfolio, the scheme’s daily income earned, including realized profit or loss and unrealized gain or loss in the value of investments, and expenses incurred, are allocated to the related options in proportion to their respective daily net assets (net assets of previous day plus subscription and reduced by redemption for the day) of the Option. C Revenue recognition a. Dividend income is accrued on ex-dividend date. b. Interest is recognized on a day to day basis as it is earned. c. Appreciation/depreciation in value of investment in securities is computed category wise, wherein the carrying cost is compared with the market/fair value and the resultant change in provision for depreciation in value of investments is charged to Revenue account. The resultant change in unrealized appreciation in value of investment, if any, is credited to income in revenue account and then transferred to the unrealized appreciation reserve. Such unrealized appreciation in value of investment is reduced before arriving at the distributable surplus. d. Profit or loss on sale/redemption of investments is determined on the basis of the weighted average cost method. e. In respect of discounted securities, the discount to redemption value is amortized and recognized as interest income equally over the period to redemption. f. Income on Non-Performing Assets (NPA) is recognised on realisation.

237 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) D Expenses a. Expenses are accounted on an accrual basis. b. Expenses (other than management fees) are disclosed inclusive of Goods & Services Tax. c. Investor education and awareness expenses are accrued at the rate of 0.02% on daily net assets within the maximum limit of total expenses as per the SEBI Regulations. d. The Direct Plans have a lower expense ratio as no commission is paid from such plans. e. The common expenses are allocated to schemes as per the method considered appropriate by the Trustee and AMC. f. The additional expense ratio is charged on regular plans of the schemes in accordance with the SEBI MF Regulations and the guidelines prescribed by the Association of Mutual Funds in India (AMFI) on sales from beyond Top 30 /Top 15 viz. B30/ B15 cities. This additional accrual is credited to separate account and is used only for payment of distribution expenses such as commission, etc. The commission paid is clawed back proportionately for units redeemed within 1 year of investment. g. Based on SEBI (Mutual Funds) (Second Amendment) Regulations, 2018 w.e.f. 30 May 2018, additional expenses under sub regulation 6A(c) of regulation 52 have been reduced to 0.05 percent from 0.20 percent of daily net assets of the scheme and accordingly the same has been given effect in the books of accounts. E Investments a. Transactions for purchase and sale of investments are recorded on trade dates. b. The cost of investments includes all costs incurred in acquiring the investments and incidental to acquisition of investments e.g. brokerage, transaction costs, Clearing Corporation of India Ltd.(CCIL) charges and any other charges customarily included in the broker’s note (incurred for the purpose of execution of trade and is included in the cost of investment and does not exceed 0.12 % of transaction value in case of cash market transactions and 0.05% of transaction value in case of derivative transactions).In case of transaction cost exceeding the said limit, the same is charged to schemes within the SEBI specified limits. c. Bonus entitlements are recognised on ex-bonus dates. Subdivision of face value is recognised on Ex-subdivision date. d. Rights entitlements are recognised on ex-right dates. e. On purchase of interest bearing investments, interest paid for the period from the last interest due date up to the date of purchase is not treated as a cost of purchase but is treated as interest recoverable. Similarly, interest received at the time of sale for the period from the last interest due date up to the date of sale is not treated as part of sale value but is treated as interest recovered. F Securities classified as below investment grade or default A money market or debt security shall be classified as “below investment grade” if the long term rating of the security issued by a SEBI registered Credit Rating Agency (CRA) is below BBB- or if the short term rating of the security is below A3. A money market or debt security shall be classified as “Default” if the interest and / or principal amount has not been received, on the day such amount was due or when such security has been downgraded to “Default” grade by a CRA. 1. Treatment of accrued interest, future interest accrual and future recovery: The treatment of accrued interest and future accrual of interest, in case of money market and debt securities classified as below investment grade or default, is detailed below: a. The indicative haircut that has been applied to the principal should be applied to any accrued interest. b. In case of securities classified as below investment grade but not default, interest accrual may continue with the same haircut applied to the principal. In case of securities classified as default, no further interest accrual shall be made. 2. The following shall be the treatment of how any future recovery should be accounted for in terms of principal or interest: a. Any recovery shall first be adjusted against the outstanding interest recognized in the NAV and any balance shall be adjusted against the value of principal recognized in the NAV. b. Any recovery in excess of the carried value (i.e. the value recognized in NAV) should then be applied first towards amount of interest written off and then towards amount of principal written off. 3. Treatment and disposal of illiquid securities or securities classified as default at the time of maturity / closure of schemes “In case of close-ended schemes, some of the investments made by Mutual Funds may become default at the time of maturity of schemes. Further, at the time of winding up of a scheme, some of the investments made by Mutual Funds may become default or illiquid. In due course of time i.e. after the maturity or winding up of the schemes, such investments may be realised by the Mutual Funds. It is advised to distribute such amount, if it is substantial, to the concerned investors. In case the amount is not substantial, it may be used for the purpose of investor education. The decision as to the determination of substantial amount shall be taken by the Trustees of Mutual Funds after considering the relevant factors including number of investors, amount recovered, cost of transferring funds to investors; among others. G Valuation of Investments Principles of Fair Valuation of Securities: SEBI has mandated AMCs to put in place a policy framework for valuing each type of security / asset on the principles of fair valuation with the objective of ensuring fair treatment to all investors and pursuant to the same the AMC has framed policies for fair valuation of securities considering the best practice guidelines issued by AMFI and the said policies have been adopted by the Board of AMC and Trustee Company. 1. Equity & equity related instruments: Traded: Traded equity securities are valued at the last quoted closing price on the Principal Stock Exchange i.e. National Stock Exchange (NSE). When on a particular valuation day, the equity security(s) has not been traded on NSE, the value at which it is traded on another stock exchange is used, provided it is not more than thirty days prior to the valuation date. Futures and Options As at the Balance Sheet date / date of determination, all open futures or option positions are valued at the closing price as determined by the exchange where it is traded. Market values of traded open futures and option contracts is determined, with respect to the exchange on which they were contracted originally, i.e., a future or an option contracted on the National Stock Exchange (NSE) would be valued at the closing price on the NSE and price of the Bombay Stock Exchange (BSE) if it has been contracted on the BSE. In case there is no trade on the valuation day then the same is valued at settlement prices.

238 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) Valuation Upto 19th June 2019 2. Debt and Money Market Instruments including Government Securities and Treasury Bills - maturity greater than 60 days: All the instruments having residual maturity greater than 60 days are valued as per AMFI Best Practices Guideline, at the average of prices provided at scrip level by the rating agencies suggested by AMFI, currently, CRISIL and ICRA on a daily basis. In case of new security purchases for which prices are not provided by CRISIL and ICRA (on the purchase date), valuation shall be carried out at amortization on a straight-line basis to maturity from cost or purchase price on trade date for discounted instruments and at purchase price on trade date for coupon bearing instruments. 3. Debt and Money Market Instruments including Government Securities and Treasury Bills - maturity up to 60 days: All Traded / Non-Traded / Thinly Traded Debt and Money Market Instruments including Government Securities and Treasury Bills with residual maturity of upto sixty days are valued on a straight line amortisation basis to maturity from cost or last valuation price whichever is most recent. CRISIL and ICRA, the rating agencies provide the matrix of spread over the risk free benchmark yield curves for such securities which are aggregated and averaged on a daily basis to arrive at the reference price. The reference price is then compared with the amortized price. The amortized price is used for valuation as long as it is within ±0.10% of the reference price. In case the amortized value is outside the above range, the YTM of the security is adjusted to bring the price within the ±0.10% range of reference price so as to reflect fair value. The spread i.e. difference between the purchase yield and the benchmark yield provided by rating agencies, fixed on the date of purchase of the security, would be changed by the AMC only if the security is traded by the scheme. Fund Manager would re-evaluate the change in the spread due to any event other than trade in the security, viz., change in credit rating / credit profile of the issuer and approved by the valuation committee. With effect from 20th June 2019 2. Debt and Money Market Instruments (Other than Government Securities and Treasury Bills) - maturity greater than 30 days: All money market and debt securities including floating rate securities, with residual maturity of over 30 days shall be valued at average of security level prices obtained from valuation agencies. In case security level prices given by valuation agencies are not available for a new security (which is currently not held by any Mutual Fund), then such security may be valued at purchase yield on the date of allotment / purchase. 3. Debt and Money Market Instruments (Other than Government Securities and Treasury Bills): - maturity up to 30 days: Money market and debt securities including floating rate securities with residual maturity upto 30 days will be valued by amortisation on a straight-line basis to maturity from cost or last valuation price whichever is more recent. The amortised price shall be compared with the reference price which shall be the average of the security level price of such security as provided by the agencies appointed by AMFI for said purpose, currently CRISIL and ICRA (hereinafter referred to as “valuation agencies”). The amortised price shall be used for valuation only if it is within a threshold of ±0.025% of the reference price. In case of deviation beyond this threshold, the price shall be adjusted to bring it within the threshold of ±0.025% of the reference price. In case of subsequent trades by the fund in the same security and in same scheme, the weighted average of T-1 day valuation price and purchase price of the additional purchase would be calculated and the result would be amortised for one day. The price arrived would be used for the purpose of amortization and the same would be compared with the reference price. The amortised price may be used for valuation as long as it is within ±0.025% of the reference price. In case the variance exceeds ±0.025%, the price shall be adjusted to bring it within the threshold of ±0.025% band. In case of subsequent trades by the fund in the same security and in different schemes, then the amortised price of respective schemes shall be compared with the reference price. The amortised price shall be used for valuation only if it is within a threshold of ±0.025% of the reference price. In case of deviation beyond this threshold in any of the scheme, the price shall be adjusted to bring it within the threshold of ±0.025% of the reference price for all the schemes. In case security level prices given by valuation agencies are not available for a new security (which is currently not held by any Mutual Fund), then such security may be valued on amortization basis on the date of allotment / purchase. Further, with effect from June 30, 2020 onwards, amortization based valuation is dispensed with and irrespective of residual maturity, all money market and debt securities are valued at average of security level prices obtained from valuation agencies. 4. Valuation of Government Securities (including Treasury Bills (T-bills), State Development Loans (SDL) and Cash Management Bills (CMBs): From June 20, 2010 till September 24, 2019, Government Securities including T-bills, SDL, CMBs having residual maturity upto 30 days were valued by amortization on a straight-line basis to maturity from cost or last valuation price whichever was more recent and Government Securities including T-bills, SDL, CMBs having residual maturity greater than 30 days were valued by taking average of aggregated scrip level prices provided by valuation agencies, CRISIL and ICRA. With effect from September 25, 2019, irrespective of the residual maturity, Government Securities (including Treasury Bills (T-bills), State Development Loans (SDL) and Cash Management Bills (CMBs) is valued at average of security level prices obtained from valuation agencies, CRISIL and ICRA. 5. Valuation of money market and debt securities which are rated below investment grade: All the money market and debt securities which are rated below investment grade shall be valued at the price provided by rating agencies. Till such time the valuation agencies compute the valuation of money market and debt securities classified as below investment grade, such securities shall be valued on the basis of indicative haircuts provided by these agencies. These indicative haircuts shall be applied on the date of credit event i.e. migration of the security to sub-investment grade and shall continue till the valuation agencies compute the valuation price of such securities. Further, these haircuts shall be updated refined, as and when there is availability of material information which impacts the haircut. In case of trades during the interim period between date of credit event and receipt of valuation price from valuation agencies, AMCs shall consider such traded price for valuation if it is lower than the price post standard haircut. The said traded price shall be considered for valuation till the valuation price is determined by the valuation agencies. In case of trades after the valuation price is computed by the valuation agencies as referred above and where the traded price is lower than such computed price, such traded price shall be considered for the purpose of valuation and the valuation price may be revised accordingly. The trades referred above shall be of a minimum size as determined by valuation agencies.

239 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 6. Reverse Repo and Triparty Repo (TREPS) Investments in repurchase (repo) transactions (including tri-party repo i.e. TREPS) with tenor of upto 30 days, shall be valued on cost plus accrual basis. 7. Mutual Fund Units In case of traded Mutual Fund schemes, the units would be valued at closing price on the stock exchange on which they are traded. In case of non-traded Mutual Fund schemes, the last declared Repurchase Price (the price at which Mutual Fund scheme buys its units back) would be considered for valuation. H Unit Premium Reserve Account Upon issue/redemption of units, the net premium or discount to the face value of units is adjusted against the unit premium reserve of each Option and an appropriate portion of the issue proceeds and redemption payouts is credited / debited to the equalization account. Credit balance in Unit Premium Reserve is treated at par with unit capital and is not utilised for the calculation of distributable surplus. I Equalization Account When units are issued or redeemed, the distributable surplus as on the date of the transaction is determined by reducing the net unrealised appreciation reserve in the value of investments from the balance in the Revenue Reserve Account. Based on the number of units outstanding on the transaction date, the distributable surplus associated with each unit is computed. The per unit amount so determined is credited / debited to the equalization account on issue / redemption of each unit respectively.“The balance in equalization account is transferred to revenue account at the year-end without affecting the net income of the Scheme. J Exit Load Exit load charged to investor is credited to the revenue account of the scheme net of Goods & Services Tax (GST). K Cash and cash equivalents Cash and cash equivalents include balances with banks in current accounts; deposits placed with scheduled banks (with an original maturity of up to three months) and Triparty Repo (TREPS) (including reverse repurchase transactions). 3. Net Asset Value Scheme Option Net Asset Value (NAV) Net Asset Value (NAV) per unit as at per unit as at March 31, 2020 March 31, 2019* Rupees Rupees Union Capital Protection Oriented Fund - Series 7# Regular Plan - Growth Option 11.9594 11.4819 Regular Plan - Dividend Payout Option 10.0000 11.4819 Direct Plan - Growth Option 12.1600 11.6477 Direct Plan - Dividend Payout Option 10.0000 11.6477 Union Capital Protection Oriented Fund - Series 8 Regular Plan - Growth Option 10.3453 10.8080 Regular Plan - Dividend Payout Option 10.3453 10.8080 Direct Plan - Growth Option 10.4816 10.9227 #NAV as of last day of the Fund (i.e. March 03, 2020) 4. (a) Cost and Market/Fair value of investments and derivatives are as under: Investments Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 March 03, 2020 March 31, 2020 Cost (Rupees) Market Value/ Cost (Rupees) Market Value/ Fair Value (Rupees) Fair Value (Rupees) Debentures and Bonds (Listed) - - 2,764,707,200 2,717,790,400 Treasury Bills - - 9,814,270 9,841,030 Triparty Repo (TREP's) 3,694,081,319 3,694,081,319 282,690,624 282,690,624 Option premium - - 334,759,500 66,766,950 Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREP's) Previous year: As at March 31, 2019 Investments Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 March 31, 2019 March 31, 2019 Cost (Rupees) Market Value/ Cost (Rupees) Market Value/ Fair Value (Rupees) Fair Value (Rupees) Debentures and Bonds (Listed) 2,908,002,550 2,862,378,550 2,821,171,900 2,766,149,700 Treasury Bills 8,952,915 8,966,884 6,522,807 6,529,926 Triparty Repo (TREP's) 119,797,520 119,797,520 33,151,799 33,151,799 Option premium 320,042,644 504,517,088 334,759,500 407,999,700 Collateralised Borrowing and Lending Obligation (CBLO) / Triparty Repo (TREP's)

240 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 4. (b) Aggregate appreciation/(depreciation) in the value of investments and derivatives are as follows: (Contd.) Investments Union Capital Protection Oriented Union Capital Protection Oriented Fund - Series 7 Fund - Series 8 March 03, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Rupees Rupees Rupees Rupees Debentures and Bonds (Listed) - (45,624,000) (46,916,800) (55,022,200) Treasury Bills - 13,969 26,760 7,119 Option premium - 184,474,444 (267,992,550) 73,240,200 (c) All the investments are held in the name of the Scheme, except for Government securities (including Treasury Bills) which are held in the name of the Fund. (d) Aggregate fair value of non traded investments Investments Union Capital Protection Union Capital Protection Oriented Fund - Series 7 Oriented Fund - Series 8 March 03, 2020 March 31, 2020 Rupees Rupees Aggregate fair value of non traded investments valued in good faith (Refer note 2F) - 2,114,791,450 Previous year: As at March 31, 2019 Investments Union Capital Protection Union Capital Protection Oriented Fund - Series 7 Oriented Fund - Series 8 March 31, 2019 March 31, 2019 Rupees Rupees Aggregate fair value of non traded investments valued in good faith (Refer note 2F) 2,309,575,450 2,766,149,700 5. Purchase/Sales of Investments (a) The aggregate value of investments acquired and sold / redeemed (excluding Triparty Repo,Reverse Repo and Fixed Deposit transactions) during the year and these amounts as a percentage of average daily net assets is as follows For the year / period ended March 31, 2020 Scheme Name Purchases % to Average daily Sales % to Average daily (Rupees) net assets (Rupees) net assets Union Capital Protection Oriented Fund - Series 7# 2,219,906,158 62.20% 5,096,900,000 142.81% Union Capital Protection Oriented Fund - Series 8 232,518,453 6.77% 279,400,000 8.13% # Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. For the year / period ended March 31, 2019 Scheme Name Purchases % to Average daily Sales % to Average daily (Rupees) net assets (Rupees) net assets Union Capital Protection Oriented Fund - Series 7 309,719,891 9.16% 253,892,203 7.51% Union Capital Protection Oriented Fund - Series 8 108,213,431 3.33% 3,890,453 0.12% (b) The aggregate value of premium paid on Purchases for the year / period ended March 31, 2020 Scheme Name Purchases % to Average daily Sales % to Average daily (Rupees) net assets (Rupees) net assets Union Capital Protection Oriented Fund - Series 7 # - - - - Union Capital Protection Oriented Fund - Series 8 - - - - #Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. The aggregate value of premium paid on Purchases for the year / period ended March 31, 2019 Scheme Name Purchases % to Average daily Sales % to Average daily (Rupees) net assets (Rupees) net assets Union Capital Protection Oriented Fund - Series 7 152,417,644 4.51% - - Union Capital Protection Oriented Fund - Series 8 - - - - 6. Management and Trusteeship Fees i) The Schemes pay fees for investment management services (excluding Goods & Services Tax) under an agreement with the AMC. This fee is computed as a percentage of Scheme’s average daily net assets, after excluding the net asset value of the investments by the AMC in the scheme, the net asset value of the investments made in other schemes and fixed deposits as applicable. “Following are the rates at which the Investment Management fees were charged to schemes on daily average net assets on an annualized basis.

241 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 6. Management and Trusteeship Fees (Contd.) Scheme Name For the year / period ended March 31, 2020 For the year / period ended March 31, 2019 Management fees % to average daily net assets Management fees % to average daily net assets Regular Direct Total Regular Direct Total Regular Direct Total Regular Direct Total Plan* Plan Plan* Plan Plan* Plan Plan* Plan Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees in Rupees Union Capital Protection 21,226,030 803,991 22,030,021 0.67% 0.67% 0.67% 48,396,291 1,822,329 50,218,620 1.48% 1.48% 1.48% Oriented Fund - Series 7# Union Capital Protection 22,547,697 280,798 22,828,495 0.66% 0.66% 0.66% 43,700,756 541,441 44,242,197 1.36% 1.36% 1.36% Oriented Fund - Series 8 *Represents other than Direct Plan #Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. ii) The trusteeship fees payable to Union Trustee Company Private Limited is a fixed monthly amount of Rs.500/- per scheme for close ended schemes and balance allocated amongst the open ended schemes on the basis of average assets under management. The accrual is subject to a maximum of Rs.20,00,000 (Rs.20,00,000 previous year) per annum. 7. Income and Expenditure The total Income (including Loss on sale / redemption of investments and Change in Provision for depreciation in value of investments) and Expenditure (excluding Loss on sale / redemption of investments and Change in Provision for depreciation in value of investments but including service tax/Goods & Services Tax on management fees) and these amounts as a percentage of the scheme’s average daily net assets on an annualized basis are provided below : For the year / period ended March 31, 2020 Scheme Name Income (including realized l Expenditure at Expenditure at Plan level oss on sale of investments) Plan level as % to average daily net assets (annualised) Total % to average Regular Direct Total Regular Direct Total daily net Plan* Plan Plan* Plan assets Amount Amount Amount Amount in Rupees in Rupees in Rupees in Rupees Union Capital Protection Oriented Fund - Series 7# 184,263,715 5.59% 35,429,825 1,041,732 36,471,557 1.12% 0.87% 1.11% Union Capital Protection Oriented Fund - Series 8 (105,064,583) (3.06%) 37,869,781 363,672 38,233,453 1.12% 0.86% 1.11% # Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. For the year / period ended March 31, 2019 Scheme Name Income (including realized Expenditure at Expenditure at Plan level loss on sale of investments) Plan level as % to average daily net assets (annualised) Total % to average Regular Direct Total Regular Direct Total daily net Plan* Plan Plan* Plan assets Amount Amount Amount Amount in Rupees in Rupees in Rupees in Rupees Union Capital Protection Oriented Fund - Series 7# 354,155,680 10.47% 76,025,744 2,256,413 78,282,157 2.33% 1.84% 2.31% Union Capital Protection Oriented Fund - Series 8 258,495,397 7.95% 74,114,093 672,345 74,786,438 2.31% 1.69% 2.30% #Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. 8. Disclosure under Regulation 25(8) of SEBI (Mutual Funds) Regulations, 1996: 8.1 Brokerage paid to associates/related parties/group companies of Sponsor/Asset Management Company on investments transactions: Rs. Nil (Previous year/period Rs. Nil) 8.2 Payment of Commission for Distribution and Sale of Units to associates/related parties/group companies of Sponsor/AMC : Paid by Union Mutual Fund Schemes Scheme Name Name of associates/ related Nature of Period covered Business given Commission paid parties/ group companies Association (Rupees Crs. and % of (Rupees and % of total of Sponsor/AMC / Nature of total business received commission paid by relation by the fund)* the fund) Rupees (Crs.) % Rupees %

Union Capital Protection Oriented Union Bank of India Sponsor For the year / - - 7,812,362 99.57 Fund Series - 7# period ended March 31 , 2020 Union Capital Protection Oriented - - 8,227,102 95.94 Fund Series - 8 # Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020.

242 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 8. Disclosure under Regulation 25(8) of SEBI (Mutual Funds) Regulations, 1996: (Contd.) 8.2 Payment of Commission for Distribution and Sale of Units to associates/related parties/group companies of Sponsor/AMC : Paid by Union Mutual Fund Schemes Scheme Name Name of associates/ related Nature of Period covered Business given Commission paid parties/ group companies Association (Rupees Crs. and % of (Rupees and % of total of Sponsor/AMC / Nature of total business received commission paid by relation by the fund)* the fund) Rupees (Crs.) % Rupees % Union Capital Protection Oriented Kashi Gomti Samyut Associate of For the year - - 3,134 0.04 Fund Series - 7# Gramin Bank Sponsor / period ended March 31 , 2020 Union Capital Protection Oriented - - 25,771 0.30 Fund Series - 8 #Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. Paid by Union Asset Management Company Private Limited: Nil Previous year: For the year eneded March 31, 2019 Paid by Union Mutual Fund Schemes Scheme Name Name of associates/ related Nature of Period covered Business given Commission paid parties/ group companies Association (Rupees Crs. and % of (Rupees and % of total of Sponsor/AMC / Nature of total business received commission paid by relation by the fund)* the fund) Rupees (Crs.) % Rupees % Union Capital Protection Union Bank of India Sponsor For the year / - - 16,047,493 99.67 Oriented Fund Series - 7 period ended March 31 , 2019 Union Capital Protection - - 19,075,780 96.11 Oriented Fund Series - 8 Scheme Name Name of associates/ related Nature of Period covered Business given Commission paid parties/ group companies Association (Rupees Crs. and % of (Rupees and % of total of Sponsor/AMC / Nature of total business received commission paid by relation by the fund)* the fund) Rupees (Crs.) % Rupees % Union Capital Protection Kashi Gomti Samyut Associate of For the year / - - 5,693 0.04 Oriented Fund Series - 7 Gramin Bank Sponsor period ended March 31 , 2019 Union Capital Protection - - 53,571 0.27 Oriented Fund Series - 8 Paid by Union Asset Management Company Private Limited: Nil. 8.3 Underwriting obligations undertaken by the Schemes with respect to issue of securities by associate companies during the year/period: Rs.Nil (Previous year/period Rs. Nil) 8.4 Devolvement during the year/period: Rs. Nil (Previous period Rs. Nil) 8.5 Subscription by the schemes in the issues lead managed by sponsors or its associate companies: Rs. Nil (Previous year/period Rs. Nil) 8.6 Subscription to any issue of equity or debt on private placement basis where the sponsor or its associate companies have acted as arranger or manager: Rs. Nil (Previous year/period Rs. Nil) 8.7 Payment of bank charges Scheme Name Name of associates Nature of Association/ For the year / period For the year / period Nature of relation ended March 31, 2020 ended March 31, 2019 Amount in Rupees Amount in Rupees Union Capital Protection Oriented Fund Series - 7# Union Bank of India Sponsor - - Union Capital Protection Oriented Fund - Series 8 83 155 # Union Capital Protection Oriented Fund - Series 7 matured on March 03, 2020. 8.8 The Schemes have paid Management and Trustee Fees to Union Asset Management Company Private Limited and Union Trustee Company Private Limited respectively as disclosed separately in Revenue accounts of Schemes. 9. Related Party Transactions Names of the Related Parties and Relationship 1. Union Asset Management Company Private Limited (Asset Management Company) 2. Union Trustee Company Private Limited (Trustee Company) 3. Kashi Gomti Samyut Gramin Bank (Associate of Sponsor)

243 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 4. Union Bank of India (Sponsor) 5. Dai-ichi Life Holdings, Inc. (Sponsor) 6. Star Union Dai-Ichi Life Insurance Company Limited (Associate) 7. G. Pradeepkumar-Chief Executive Officer of Union Asset Management Company Private Limited (Key Managerial Personnel) 8. Schemes of Union Mutual Fund managed by Union Asset Management Company Private Limited The Schemes have entered into transactions with related parties which are required to be disclosed in accordance with Accounting Standard - 18 ‘Related Party Disclosures’. (a) The transactions entered into (except subscription/redemption of units) during the year/period with the related parties are as under: Name of Related Nature of Union Capital Protection Union Capital Protection Party transaction Oriented Fund - Series 7 Oriented Fund - Series 8 For the period ended As at For the year ended As at March 03, 2020 March 03, 2020 March 31, 2020 March 31, 2020 (Rupees) (Rupees) (Rupees) (Rupees) Union Trustee Company Trusteeship fees 7,080 900 7,080 450 Private Limited (including Goods & Services Tax) Union Asset Management Investment management fees 25,995,425 746,899 26,937,623 2,394,470 Company Private Limited (including Goods & Services Tax) Union Asset Management Receivable / (Payable) for other - - - - Company Private Limited expenses Union Bank of India Bank Charges - - 83 - Union Bank of India Commission to Distributor * 7,812,362 10,823 8,227,102 77,813 Kashi Gomti Samyut Commission to Distributor * 3,134 - 25,771 - Gramin Bank Name of Related Nature of Union Capital Protection Union Capital Protection Party transaction Oriented Fund - Series 7 Oriented Fund - Series 8 For the year ended As at For the year ended As at March 31, 2019 March 31, 2019 March 31, 2019 March 31, 2019 (Rupees) (Rupees) (Rupees) (Rupees) Union Trustee Company Trusteeship fees 7,080 540 7,080 540 Private Limited (including Goods & Services Tax) Union Asset Management Investment management fees 59,257,970 4,340,339 52,205,795 5,243,913 Company Private Limited (including Goods & Services Tax) Union Asset Management Receivable / (Payable) for Company Private Limited other expenses - - - - Union Bank of India Bank Charges - - 155 - Union Bank of India Commission to Distributor * 16,047,493 455,998 19,075,780 464,740 Kashi Gomti Samyut Commission to Distributor * 5,693 - 53,571 - Gramin Bank *Above amount is inclusive of transaction charges (b) Subscription/Redemption of units by Related Party in Scheme(s) of Union Mutual Fund are as under : Name of Related Nature of Union Capital Protection Union Capital Protection Party transaction Oriented Fund - Series 7 Oriented Fund - Series 8 For the year ended As at For the year ended As at March 03, 2020 March 31, 2019 March 31, 2020 March 31, 2019 (Rupees) (Rupees) (Rupees) (Rupees) Union Bank of India Purchase (including dividend reinvestment) at NAV - - - - Redemption at NAV 60,800,000 - - - Year end balance - 58,224,500 - - Kashi Gomti Samyut Purchase (including dividend reinvestment) at NAV - - - - Gramin Bank Redemption at NAV 60,800,000 - - - Year end balance - 58,224,500 20,963,200 21,840,000 G. Pradeepkumar Purchase (including dividend reinvestment) at NAV - - - - Redemption at NAV 30,400 - - - Year end balance - 29,112 - -

244 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 10. Segment Information The Schemes are primarily engaged in the business of investing the amounts received from investors as unit capital, in accordance with their investment objectives to generate returns. Since there is only one business segment and no geographical segments, the segmental reporting disclosures as required by Accounting Standard (AS)-17, issued by the Institute of Chartered Accountants of India are not applicable. 11. Investors holding more than 25% of the net assets of the Scheme as on the March 31, 2020 is Nil (Previous year Nil) 12. Investment Portfolio Information and Industry wise classification Refer to Annexure 1 for Schemewise details. 13. Disclosure under Regulation 25 (11) of SEBI (Mutual Funds) Regulations, 1996 Investments made in companies and their subsidiaries which had invested more than five percent of the net asset value of the Scheme, the investment made by that scheme or by any other scheme of Union Mutual Fund in that company or its subsidiaries within one year of the date of investment made by the companies and their subsidiaries in the schemes calculated on either side. Company Name Schemes invested in Investment made by schemes Aggregate cost of Outstanding as at by the Company of Union Mutual Fund in the acquisition during the March 31, 2020 company/subsidiary period ended March 31, 2020 (At Market / Fair Value) (Rupees in Lakhs) (Rupees in Lakhs) Canara Bank Union Liquid Fund Union Arbitrage Fund 99.83 - Union Liquid Fund 12,451.63 - Cochin Shipyard Ltd. Union Liquid Fund Union Long Term Equity Fund 300.45 - Union Multi Cap Fund 216.04 - Union Small Cap Fund 1,161.42 - Union Value Discovery Fund 145.90 - Engineers India Ltd. Union Liquid Fund Union Largecap Fund 310.86 - Union Value Discovery Fund 142.99 - Indiabulls Housing Union Liquid Fund Union Arbitrage Fund 402.52 - Finance Ltd. Union Balanced Advantage Fund 2,329.40 - Union Corporate Bond Fund 4,999.57 - Union Equity Savings Fund 1,576.44 - Union Liquid Fund 12,920.95 - Ircon International Ltd. Union Liquid Fund Union Long Term Equity Fund 118.97 - Union Multi Cap Fund 186.97 - Union Small Cap Fund 984.63 - Union Value Discovery Fund 240.48 - JSW Steel Ltd. Union Liquid Fund Union Arbitrage Fund 316.43 57.18 Union Asset Allocation Fund 22.40 - Union Balanced Advantage Fund 832.92 185.51 Union Equity Savings Fund 106.87 43.28 Union Largecap Fund 253.08 81.50 Union Liquid Fund 14,859.61 - Union Long Term Equity Fund 649.01 73.13 Union Multi Cap Fund 359.06 174.07 LIC Housing Union Liquid Fund Union Balanced Advantage Fund 2,451.66 - Finance Ltd. Union Capital Protection Oriented Fund - Series 8 - 2,513.29 Union Liquid Fund 9,911.69 - Motilal Oswal Union Overnight Fund Union Largecap Fund 678.91 - Financial Services Ltd. NTPC Ltd. Union Liquid Fund Union Arbitrage Fund 487.63 - Union Asset Allocation Fund 33.04 - Union Balanced Advantage Fund 2,145.40 1,906.37 Union Corporate Bond Fund 2,082.30 1,087.72 Union Dynamic Bond Fund 503.19 539.04 Union Equity Savings Fund 129.57 70.84 Union Focused Fund 475.86 294.86 Union Largecap Fund 283.86 148.40 Union Liquid Fund 47,247.77 - Union Long Term Equity Fund 268.31 176.82 Union Multi Cap Fund 463.52 226.83 Union Value Discovery Fund 537.24 313.49

245 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) 13. Disclosure under Regulation 25 (11) of SEBI (Mutual Funds) Regulations, 1996 (Contd.) Company Name Schemes invested in Investment made by schemes Aggregate cost of Outstanding as at by the Company of Union Mutual Fund in the acquisition during the March 31, 2020 company/subsidiary period ended March 31, 2020 (At Market / Fair Value) (Rupees in Lakhs) (Rupees in Lakhs) PNB Housing Finance Union Liquid Fund Union Liquid Fund 33,295.89 - Ltd. Power Finance Union Liquid Fund Union Balanced Advantage Fund 1,600.79 - Corporation Ltd. Union Corporate Bond Fund 4,937.71 2,540.95 Union Equity Savings Fund 1,001.56 - REC Ltd. Union Liquid Fund Union Arbitrage Fund 169.88 106.50 Union Capital Protection Oriented Fund - Series 8 - 2,520.06 Union Corporate Bond Fund 7,488.79 2,478.44 Union Dynamic Bond Fund - 521.35 Union Equity Savings Fund 1,038.99 63.90 Small Industries Union Liquid Fund Union Asset Allocation Fund 200.24 - Development Bank Union Capital Protection Oriented Fund - Series 8 2,488.15 2,508.50 of India Union Corporate Bond Fund 5,981.17 - Union Dynamic Bond Fund 1,500.58 522.25 Union Equity Savings Fund 998.48 1,029.15 Union Liquid Fund 75,493.78 - Union Short Term Fund 300.37 - All companies transacted herewith are financially sound companies with proven track record. Moreover, fund management has undertaken a detailed research in each of these companies and are part of the investment universe with defined exposure norms. As a result, investments in all these companies are independent investment decisions and do not relate, in any manner, to their investment in Union Mutual Fund's Schemes. 14. Distributable Surplus Scheme Name Union Capital Protection Union Capital Protection Oriented Fund - Series 7 Oriented Fund - Series 8 March 03, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Rupees Rupees Rupees Rupees Total reserves as per financial statements 602,082,220 459,113,281 107,528,547 250,826,583 Less : Unrealised appreciation on investments at portfolio level - 184,488,413 26,760 73,247,319 Less : Credit balances in unit premium reserve - - - - Distributable Surplus 602,082,220 274,624,868 107,501,787 177,579,264 15. Contingent Liability Contingent liability as on March 31, 2020: Rs. Nil (Previous year/period Rs.Nil) 16. Unclaimed dividend and/or unclaimed redemptions as on March 31, 2020 : Nil Unclaimed dividend and/or unclaimed redemptions as on March 31, 2019 : Nil 17. Borrowings as on the balance sheet date is Rs. Nil (Previous year/period Rs.Nil) 18. The schemes have made following investments in derivative products during the year/period ended March 31, 2020 a. The schemes have not made any investments in Futures for hedging and other than hedging position during the year/period ended March 31, 2020 (Previous year / period Rs. Nil) b. The schemes have not made any investments in Options for hedging position during the year/period ended March 31, 2020 (Previous year / period Rs. Nil) c1. Other than Hedging Positions through Options as on March 31, 2020 are given below : Union Capital Protection Oriented Fund - Series 7 Underlying Call/Put Number of Option Price when Current Option Price Contracts purchased (Rs. Per unit) (Rs. Per unit) Nil Total exposure through options as a % of net assets: Nil For the period 01-April-2019 to 31-March-2020, the following details specified for non-hedging transactions through options which have already been exercised/ expired : Total Number of contracts entered into 2,815 Gross Notional Value of contracts entered into Rs. 2,072,812,500 Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. 167,362,725 18. The schemes have made following investments in derivative products during the year/period ended March 31, 2020 (Contd.) c1. Other than Hedging Positions through Options as on March 31, 2020 are given below : (Contd.) Union Capital Protection Oriented Fund Series 8 Underlying Call/Put Number of Option Price when Current Option Price Contracts purchased (Rs. Per unit) (Rs. Per unit) NIFTY - Jun 2020 (Strick price : 10000) Call 2466 1810.00 361.00 Total exposure through options as a % of net assets : 2.08%

246 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

SCHEDULES TO THE FINANCIAL STATEMENTS OF THE CLOSE ENDED SCHEMES FOR THE YEAR / PERIOD ENDED (Contd.,)

SCHEDULE 8 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS : (Contd.) For the period 01-April-2019 to 31-March-2020, the following details specified for non-hedging transactions through options which have already been exercised/ expired : Total Number of contracts entered into Nil Gross Notional Value of contracts entered into Rs. Nil Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. Nil c2. Other than Hedging Positions through Options as on March 31, 2019 are given below. Union Capital Protection Oriented Fund - Series 7 Underlying Call/Put Number of Option Price when Current Option Price Contracts purchased (Rs. Per unit) (Rs. Per unit) NIFTY - Dec 2019 (Strick price : 8900) Call 1200 1862.50 3228.60 NIFTY - Dec 2019 (Strick price : 10500) Call 1615 1258.35 1766.30 Total exposure through options as a % of net assets 14.23% For the period 01-April-2018 to 31-March-2019, the following details specified for non-hedging transactions through options which have already been exercised/ expired : Total Number of contracts entered into Nil Gross Notional Value of contracts entered into Rs. Nil Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. Nil Union Capital Protection Oriented Fund Series 8 Underlying Call/Put Number of Option Price when Current Option Price Contracts purchased (Rs. Per unit) (Rs. Per unit) NIFTY - Jun 2020 (Strick price : 10000) Call 2466 1810.00 2206.00 Total exposure through options as a % of net assets 12.18% For the period 01-April-2018 to 31-March-2019, the following details specified for non-hedging transactions through options which have already been exercised/ expired : Total Number of contracts entered into Nil Gross Notional Value of contracts entered into Rs. Nil Net Profit/Loss value on all contracts (treat premium paid as loss) Rs. Nil 19. Non Performing Assets as on March 31,2020: Rs.Nil (Previous year/period Rs.Nil) 20. Investment in sponsor and its group companies by all schemes of Union Mutual Fund is Nil. 21. The schemes have not participated in Credit Default Swaps (CDS) during the period ended March 31, 2020. (Previous year/period Rs.Nil) 22. In accordance with the AMFI best practice circular no. 56 dated April 20, 2015 balance in Investor Education and Awareness account is transferred to a separate bank account opened in the name of “Union Investor Education and Awareness Fund”. Expenses related to Investor Education and Awareness are paid from this separate bank account. At the end of the financial year, the balance available in this account would be disclosed under the head Investor Education and Awareness in the Annual Financial Statement of the Union Mutual Fund schemes. Outstanding balance in Investor Education and Awareness: (total of all the schemes of Union Mutual Fund): Particular For the year ended March 31,2020 For the year ended March 31,2019 Opening Balance 8,294,375 5,337,336 Add: Amount accrued for the period 8,454,995 10,049,803 Less: Ultilisation during the current period 3,869,430 2,067,862 Less: Amount transferred to AMFI 4,227,498 5,024,902 Closing unutilised balance as at the end of the year 8,652,442 8,294,375 23. No provision for income tax has been made since the income of the schemes is exempt u/s 10(23D) of the Income Tax Act 1961. 24. Other Income includes Write Back Of Provisions and miscellaneous income (if any) 25. Dues to Micro, Small and Medium Enterprises On the basis of the information and records available with the Management, there are no amounts payable to Micro, Small and Medium (‘MSMED’) enterprise, as defined under the Micro, Small and Medium Enterprises Development Act, 2006, which have registered with the competent authorities. 26. From December 2019, COVID-19, has spread globally, including India which has significantly affected economic activity. The markets across the world have shown high volatility since mid-March 2020 and the uncertainty related to revival of economic activity could impact operations, investment performance and cash flows of the Fund. The Fund collects money in various investment schemes and invests those funds in various assets to generate returns for investors as per the Scheme Information Document. For the purpose of financial reporting and investment valuation, the Fund uses the principles of fair valuation for valuing its assets and liabilities. “The AMC has performed an initial assessment of the likely impact this would have on the operations, investment performance and cash flows of the Fund in the coming year. The AMC has considered internal and external information up to the date of approval of these financial statements including credit reports and economic forecasts to assess the likely hood of its impact. The AMC does not expect any major impact on the operations, investment performance and cash flows of the Fund. The impact of the global health pandemic may be different from that estimated as at the date of approval of these financial statements. The AMC will continue to closely monitor any material changes to future economic conditions. The AMC has the financial capability to sustain its operations and activities including capital and operating expenditure and expects to offer its services to investors over a long period of time." 27. Prior year comparatives Previous period’s figures have been reclassified, wherever necessary, to conform with the current year’s presentation. In case of Union Capital Protection Oriented Fund - Series 7 the current year's figures are for less than one year and hence are not comparable to those of the previous year. In terms of our report attached For DELOITTE HASKINS & SELLS LLP For Union Trustee Company Private Limited For Union Asset Management Company Private Limited Chartered Accountants Firm's Registration No. 117366W/W-100018 Pallavi A. Gorakshakar Mr. A. P. Kurian Mr. Madhavakumar Kuzhiyil Mr. Gopal Singh Gusain Mr. Rajkiran Rai Gundyadka Partner Director Director Director Director Membership No. 105035 DIN: 8022 DIN: 791168 DIN: 3522170 DIN: 7427647 G. Pradeepkumar Parijat Agrawal Vinay Paharia Chief Executive Officer Head-Fixed Income Chief Investment Officer Place : Mumbai Place : Mumbai Place : Mumbai Date : July 24, 2020 Date : July 24, 2020 Date : July 23, 2020 247 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE 1: SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 7

Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at March 03,2020 are presented below. The industry and company exposures are stated as a percentage of scheme's net assets as at March 03, 2020 as well as the aggregate investments in each investment category. Industry and Company Particulars Quantity Amount Percentage to Percentage to (Rs. in lakhs) Net Assets Investment Category DEBENTURES AND BONDS TREPS / Reverse Repo Investments 36,940.81 100.17% 100.00% NET CURRENT ASSETS / (LIABILITIES) (62.93) (0.17)% 100.00% NET ASSETS 36,877.88 100.00% ** Thinly traded/Non traded securities as defined in SEBI Regulations.

248 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

ANNEXURE 1: SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION SCHEME NAME - UNION CAPITAL PROTECTION ORIENTED FUND SERIES - 8

Details of investment portfolio and industrywise classification of the Scheme's investments in each category of investments as at March 31, 2020 are presented below. The industry and company exposures are stated as a percentage of scheme's net assets as at March 31, 2020 as well as the aggregate investments in each investment category. Industry and Company Particulars Quantity Amount Percentage to Percentage to (Rs. in lakhs) Net Assets Investment Category DEBENTURES AND BONDS Listed Non Convertible Debentures and Bonds Finance 2,030 23,132.44 72.14% 100.00% 8.50% HDFC Ltd. 31-08-2020 ** 30 3,020.34 9.42% 13.06% 8.70% Export-Import Bank Of India 09-09-2020 ** 250 2,531.77 7.90% 10.94% 8.37% RECL 14-08-2020 250 2,520.06 7.86% 10.89% 8.37% NABARD 22-06-2020 ** 250 2,516.44 7.85% 10.88% 8.60% LIC Hsg Finance 29-07-2020 ** 250 2,513.29 7.84% 10.86% 7.7435% Bajaj Finance Ltd. 30-06-2020 ** 250 2,511.48 7.83% 10.86% 7.20% IRFC Ltd. 7.2% 29-05-2020 250 2,508.20 7.82% 10.84% 7.30% HDB Financial Services 08-09-2020 ** 250 2,502.36 7.80% 10.82% 7.09% SIDBI 19-06-2020 ** 150 1,506.77 4.70% 6.52% 7.25% SIDBI 30-04-2020 100 1,001.73 3.12% 4.33% Power 1,750 4,045.48 12.62% 100.00% 9.35% Power Grid Corp of India Ltd. 29-08-2020 ** 250 2,535.00 7.91% 62.66% 8.50% NHPC 14-07-2020 ** 1,500 1,510.48 4.71% 37.34% TOTAL 27,177.92 84.76% Treasury Bills 10,000,000 98.41 0.31% 100.00% 182 Day Treasury Bills 10,000,000 98.41 0.31% 100.00% TOTAL 98.41 0.31% TREPS / Reverse Repo Investments 2,826.91 8.82% 100.00% NET CURRENT ASSETS / (LIABILITIES) 1,961.99 6.11% 100.00% NET ASSETS 32,065.23 100.00% Derivatives (Index Options) 184,950 667.67 2.08% 100.00% NIFTY 10000 CALL JUN 2020 184,950 667.67 2.08% 100.00% ** Thinly traded/Non traded securities as defined in SEBI Regulations.

249 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection Oriented Fund - Series 7$ Oriented Fund Series 8$ For the For the For the For the For the For the period period period period period period ended ended ended March March September March March March 31,2020 31,2019 08, 2017 03,2020 31,2019 31,2018 to March 31, 2018 a. Net assets value, per unit Rs. (at the end of the period) Growth Option * 11.9594 * 11.4819 * 10.5930 * 10.3453 * 10.8080 * 10.2178 Dividend Option * 10.0000 * 11.4819 * 10.5930 * 10.3453 * 10.8080 * 10.2178 Dividend Payout Option ------Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option------Daily dividend frequency Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option------Weekly dividend frequency Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option------Fortnightly dividend frequency Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option------Monthly dividend frequency # Direct Plan - Growth Option * 12.1600 * 11.6477 * 10.6929 * 10.4816 * 10.9227 * 10.2627 # Direct Plan - Dividend Option * 10.0000 * 11.6477 * 10.6929 - - - # Direct Plan - Dividend Payout Option ------# Direct Plan - Dividend Option-Daily dividend frequency ------# Direct Plan - Dividend Option-Weekly dividend frequency ------# Direct Plan - Dividend Option-Fortnightly dividend frequency ------# Direct Plan - Dividend Option-Monthly dividend frequency ------^ Unclaimed Amounts Plan - Redemption Upto 3 years ------^ Unclaimed Amounts Plan - Dividend Upto 3 years ------^ Unclaimed Amounts Plan - Redemption Beyond 3 years ------^ Unclaimed Amounts Plan - Dividend Beyond 3 years ------*Refers to Computed NAV b. Gross Income (i) Income other than profit on sale of investments & unrealised appreciation 6.95 0.76 0.71 7.59 0.73 0.39 in investments. (ii) Income from profit / (loss) on inter scheme sales/transfer “of investment” ------(iii) Income from profit / (loss) on sale of investment to third party 3.52 - - (0.23) - - (iv) Transfer to revenue account from past years’ reserve 8.93 - - - - - c. Aggregate of expenses, writeoff, amortisation and charges 1.18 0.25 0.23 1.23 0.24 0.13 (excluding unrealised depreciation in investments) @ d. Net Income (excluding unrealised depreciation in investments) 9.29 0.51 0.48 6.13 0.49 0.26 e. Unrealised appreciation / (depreciation) in value of investments (4.50) 0.39 0.07 (10.75) 0.10 (0.04) f (i) Repurchase Price : Highest Price Growth Option NA NA NA NA NA NA Dividend Option NA NA NA NA NA NA Dividend Payout Option - - - - Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option------Daily dividend frequency Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option------Weekly dividend frequency Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option------Fortnightly dividend frequency Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option------Monthly dividend frequency

250 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection Oriented Fund - Series 7$ Oriented Fund Series 8$ For the For the For the For the For the For the period period period period period period ended ended ended March March September March March March 31,2020 31,2019 08, 2017 03,2020 31,2019 31,2018 to March 31, 2018 # Direct Plan - Growth Option NA NA NA NA NA NA # Direct Plan - Dividend Option NA NA NA - - - # Direct Plan - Dividend Payout Option - - - - - # Direct Plan - Dividend Option-Daily dividend frequency ------# Direct Plan - Dividend Option-Weekly dividend frequency ------# Direct Plan - Dividend Option-Fortnightly dividend frequency ------# Direct Plan - Dividend Option-Monthly dividend frequency ------^ Unclaimed Amounts Plan - Redemption Upto 3 years ------^ Unclaimed Amounts Plan - Dividend Upto 3 years ------^ Unclaimed Amounts Plan - Redemption Beyond 3 years ------^ Unclaimed Amounts Plan - Dividend Beyond 3 years ------Lowest Price Growth Option NA NA NA NA NA NA Dividend Option NA NA NA NA NA NA Dividend Payout Option - - - - Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option------Daily dividend frequency Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option------Weekly dividend frequency Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option------Fortnightly dividend frequency Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option------Monthly dividend frequency # Direct Plan - Growth Option NA NA NA NA NA NA # Direct Plan - Dividend Option NA NA NA - - - # Direct Plan - Dividend Payout Option - - - - - # Direct Plan - Dividend Option-Daily dividend frequency ------# Direct Plan - Dividend Option-Weekly dividend frequency ------# Direct Plan - Dividend Option-Fortnightly dividend frequency ------# Direct Plan - Dividend Option-Monthly dividend frequency ------^ Unclaimed Amounts Plan - Redemption Upto 3 years ------^ Unclaimed Amounts Plan - Dividend Upto 3 years ------^ Unclaimed Amounts Plan - Redemption Beyond 3 years ------^ Unclaimed Amounts Plan - Dividend Beyond 3 years ------Sale Price Highest Price Growth Option NA NA NA NA NA NA Dividend Option NA NA NA NA NA NA Dividend Payout Option ------Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option------Daily dividend frequency Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option------Weekly dividend frequency Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option------Fortnightly dividend frequency Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option------Monthly dividend frequency

251 ANNUAL REPORT 2019-20 Registered Office: Unit 503, 5th Floor, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059.

PERSPECTIVE HISTORICAL PER UNIT STATISTICS

Union Capital Protection Union Capital Protection Oriented Fund - Series 7$ Oriented Fund Series 8$ For the For the For the For the For the For the period period period period period period ended ended ended March March September March March March 31,2020 31,2019 08, 2017 03,2020 31,2019 31,2018 to March 31, 2018 # Direct Plan - Growth Option NA NA NA NA NA NA # Direct Plan - Dividend Option NA NA NA - - - # Direct Plan - Dividend Payout Option ------# Direct Plan - Dividend Option-Daily dividend frequency ------# Direct Plan - Dividend Option-Weekly dividend frequency ------# Direct Plan - Dividend Option-Fortnightly dividend frequency ------# Direct Plan - Dividend Option-Monthly dividend frequency ------^ Unclaimed Amounts Plan - Redemption Upto 3 years ------^ Unclaimed Amounts Plan - Dividend Upto 3 years ------^ Unclaimed Amounts Plan - Redemption Beyond 3 years ------^ Unclaimed Amounts Plan - Dividend Beyond 3 years ------Lowest Price Growth Option NA NA NA NA NA NA Dividend Option NA NA NA NA NA NA Dividend Payout Option ------Dividend Option-Daily dividend frequency / Regular Plan-Dividend Option------Daily dividend frequency Dividend Option-Weekly dividend frequency / Regular Plan-Dividend Option------Weekly dividend frequency Dividend Option-Fortnightly dividend frequency / Regular Plan-Dividend Option------Fortnightly dividend frequency Dividend Option-Monthly dividend frequency / Regular Plan-Dividend Option------Monthly dividend frequency # Direct Plan - Growth Option NA NA NA NA NA NA # Direct Plan - Dividend Option NA NA NA - - - # Direct Plan - Dividend Payout Option ------# Direct Plan - Dividend Option-Daily dividend frequency ------# Direct Plan - Dividend Option-Weekly dividend frequency ------# Direct Plan - Dividend Option-Fortnightly dividend frequency ------# Direct Plan - Dividend Option-Monthly dividend frequency ------^ Unclaimed Amounts Plan - Redemption Upto 3 years ------^ Unclaimed Amounts Plan - Dividend Upto 3 years ------^ Unclaimed Amounts Plan - Redemption Beyond 3 years ------^ Unclaimed Amounts Plan - Dividend Beyond 3 years ------f (ii). Price-earning Ratio: ------g. Ratio of expenses to average daily net assets by percentage 1.11% 2.31% 2.24% 1.11% 2.30% 2.29% (1) Ratio of expenses to average daily net assets by percentage - Regular Plan 1.12% 2.33% 2.27% 1.12% 2.31% 2.30% (2) Ratio of expenses to average daily net assets by percentage - Direct Plan# 0.87% 1.84% 1.43% 0.86% 1.69% 1.52% h. Ratio of gross income to average daily net assets by percentage 2.82% 11.38% 9.15% 12.29% 8.76% 10.75% (excluding transfer to revenue account from past years’ reserve but including unrealised appreciation / depreciation on investments). # Direct Plan has been Launched from January 01, 2013. ^ Unclaimed Amounts Plan has been Launched from January 17, 2018. ^ In Union Liquid Fund - Unclaimed Amounts Plan Ratio of expenses to average daily net assets by percentage is 0.46%. @ Refer schedule 8 note no. 19. $ Close Ended Schemes hence, there is no Repurchase Price. $$ Repurchase and Switch out are subject to lock in period of 3 years.

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