Disclosure FY 2014-15(i) Revised format for disclosure of vote cast by Mutual Funds - during an individual quarterDetails of Votes cast during the Financial year 2014-2015Quartersr. no Meeting DateCompany NameType of meetings (AGM/EGM)Proposal by Management or ShareholderProposal's description Investee companys Management RecommendationVote (For/ Against/ Abstain)Reason supporting the vote decisionI17/4/14DLF LimitedPostal BallotManagement proposalAppointment of Mr. Mohit Gujral as Whole-time DirectorForForMr. Gujral, Aged about 55 years, has experience of more than 25 years as an entrepreneur and as a business leader with diverse experience in successfully incubating and growing businesses and designing buildings in residential, commercial and retail segments He holds a degree in architecture from CEPT, Ahmedabad. he thereafter became the Principal Architectand Chief Designer at Designplus Architecture, a leading architectural design firm. Subsequently, he expanded his role by setting up Delanco Real Estate, a full fledged realestate company in association with DLF. Mr. Gujral has tohis credit, many architectural accomplishments. None of the other directors, keymanagerial personnel of the Company and their relatives except Mr. Mohit Gujral, are in any way, concerned or interested in the resolution.Considering the rich experience which Mr. Mohit Gujral possess, it would be beneficial for the Company in its future prospects.We may assent to the resolution

2Management ProposalAppointment of Mr. Rajeev Talwar as Whole-time DirectorForForMr. Talwar, aged about 59 years, Masters Degree holder from St. Stephens College, Delhi and an IAS Officer of 1978 batch has worked in various capacities in the Ministry of Home Affairs, Indian Tourism Development Corporation, Ministry of Transport, Govt. of NCT of Delhi etc. He has rich experience of policymaking in crucial sectors of the economy with exposure to management of a number of public sector enterprises and statutory bodies in the transport, tourism andinfrastructure sectors. He was on the Board of Delhi Financial Corporation, Delhi Metro Rail Corporation and Indraprastha Gas Limited.

None of the other directors, key managerial personnel of the Company and their relatives except Mr. Rajeev Talwar is, in any way, concerned or interested in the resolution.

Considering the rich experience which Mr. Rajeev Talwar possess, it would be beneficial for the Company in its future prospects.

We may assent to the resolution.

3Management ProposalRe-appointment of Mr. Rajiv Singh as Vice-ChairmanForForMr. Rajiv Singh has been the Vice-Chairman of the Company since 9th April, 1999. The current term of the office of Mr. Rajiv Singh is upto 8th April, 2014.

Mr. Singh being the appointee is interested in the resolution.

Dr. K.P. Singh, Ms. Pia Singh and Mr. G.S. Talwar, Directors being relatives are interested or concerned in passing of the said resolution. None of the other directors, key managerialpersonnel of the Company and their relatives are, in any way, concerned or interested in the resolutionWe may assent to the resolution

410/4/14Ambuja CementsAGMManagement proposalItem no 1 To receive, consider and adopt the Profit & Loss Accountfor the Corporate Financial Year ended 31st December,2013 and the Balance Sheet as at that date and theReports of the Directors and Auditors thereon.to vote for the resolutionForThe Company has earned total revenue Rs. 9,553.97 crore as on 31st December 2013 as compared to Rs. 10,079.17 crore as on 31st December 2012. The Company has incurred total expenses Rs. 8,064.67 crore as on 31st December 2013 as compared to Rs. 7,898.21 crore as on 31st December 2012. Profit before tax being Rs. 1,514.12 crore as compared to Rs. 1,901.83 crore last year. Auditors have in their Audit report made reference to the Order of the Competition Commission of India (CCI), concerning alleged contravention of the provisions of the Competition Act, 2002 and imposing a penalty of Rs 1,163.91 crores on the Company. The Company has not made any provision for the same since they have been advised by external legal counsel that it has a good case for the Competition Appellate Tribunal setting aside the order passed byCCI. In case if the penalty materializes, the amount shall be equal to 80% of its current year profits.Since the Company has made necessary disclosures in their notes to accounts with respect to the liability and keeping in view the advise given by the external legal counsel to the Company, We may assent to the proposal.5Management proposalItem no 2: To declare a dividend on equity shares.to vote for the resolutionfor We propose voting in favor of the resolution to declare dividend on equity shares for the year ended March 31, 2014.6Management proposalItem no 3 : To appoint a Director in place of Mr. Nasser Munjee, whoretires by rotation and being eligible, offers himself for reappointment.Ordinary Resolutionto vote for the resolutionagainstMr. Munjee have been associated with the Company for over 10 Years i.e. since 2001. As per the Companies act 2013 (effective from 01-04-2014), an independent director shall not hold position for more than 5 consecutive years. However he can be eligible for re appointment on passing of special resolution to that effect. Since Mr Munjee has completed five years and resolution sought herein is an ordinary resolution which is not in conformity with the provisions of Companies Act 2013, it is proposed to not to vote in favour of the resolution. However, if the shareholders take a view to pass the above resolution as a special resolution we shall vote in favour of the resolution. Mr. Munjee is a director at over 10 public companies, he cannot be reappointed as a director of the Company unless he resigns from board of at least two companies.7Management proposalItem no 4: To appoint a Director in place of Mr. Rajendra P. Chitale,who retires by rotation and being eligible, offers himself for re-appointment.Ordinary Resolutionto vote for the resolutionagainstMr. Chitale has been associated with the Company for over 10 years. As per the Companies act 2013 (effective from 01-04-2014),, an independent director shall not hold position for more than 5 consecutive years. However he can be eligible for re appointment on passing of special resolution to that effect. Since Mr Munjee has completed five years and resolution sought herein is an ordinary resolution which is not in conformity with the relevant provisions of the Companies Act 2013, it is proposed to not to vote in favour of the resolution. However, if the shareholders take a view to pass the above resolution as a special resolution we shall vote in favour of the resolution.8Management proposalItem no 5: To appoint a Director in place of Dr. Omkar Goswami, whoretires by rotation and being eligible, offers himself for reappointment.to vote for the resolutionfor We may assent to the resolution. No concerns observed9Management proposalItem no 6: Appointment of Auditors to vote for the resolutionagainstThe Company proposes to appoint SRBC & Co LLP as auditor in place of the retiri ng auditors, S.R. Batliboi & Co LLP. S.R. Batliboi has been auditors of the Company for last 10 years. S.R. Batliboi and SRBC & Co. LLP operate under the same umbrella company. As per Companies Act 2013 an audit firm can be appointed for a term of 10 years. The section further states that an audit firm having common partners should not be appointed in its place. Since the above proposal is not in conformity with the provisions of the Companies Act 2013, We may not assent to the resolution10Management proposalItem no 7: Appointment of Mr. Bernard Turner as director of the Companyto vote for the resolutionfor Mr. Bernard Terver was appointed as Additional Director on 4th December,2013. Mr Bernard has more than 35 years of experience in the cement field. Considering his experience and compliance with other provisions we may vote in favour of the resolution

11Management proposalItem no 8: Appointment of Mr. Ajay Kapur as director of the Company Item no 9: Appointment of Mr. Ajay Kapur as Managing Director & CEOto vote for the resolutionforMr. Ajay Kapur an Economics Graduate from St. Xaviers College, and did MBA from Somaiya Institute of Management Studies And Research. He has also completed the Wharton Advanced Management Program. He joined the Company in 1993 from Citibank, and for the first eight years was the Executive Assistant to the then Managing Director, Mr. N.S. Sekhsaria. His main focus was on Marketing Strategies, Brand and Promotion, Logistics Management and Commercial issues. In 2007, he was made India Head Marketing and Commercial Services at Corporate Office and was also inducted as Executive Committee member. In 2009, he was made Business Head of West & South region. Mr. Kapur was elevated to the post of CEO in May, 2012.Keeping in view his experience and compliance with other provisions of the Companies act 2013, we may vote in favor of the resolution.12Management proposalItem no 10: Increase in remuneration of Mr. B. L. Tapariato vote for the resolutionforMr. Taparia was appointed as Non-Executive Director on the Board of the Company w.e.f. 1st September, 2012. The Shareholders at the last Annual General Meeting held on 4th April, 2013 approved the payment of remuneration to Mr. Taparia. Approval of the Central Government was also obtained regarding thesame. Mr. Taparias involvement in the various matters mentioned aforesaid, has increased significantly. As a result, he is devoting more time than the time he was expected to work as per the earlier agreement dated 5th November, 2012.Therefore, in return for his valuable services, the Board has proposed to increase his remuneration from Rs. 9 lakhs per month to Rs. 11 lakhs per month with effect from 1st January, 2014, subject to the approval of the shareholders and the Central Government. The other terms and conditions remains the same. Mr. Taparia, a non-executive director (and therefore associated with the Company in a part time capacity), remuneration is comparable to that of the Dy MD of the Company. Further, the remuneration paid to Mr. Taparia will be more than 6 times the average remuneration paid to the other non-executive directors on the Board, who receive an average remuneration of Rs.20 lakhs per annum. However, keeping in view the contribution made by the director in growth of the organization it is proposed to vote in favour of the resolution.

1317.04.2014Glaxosmithkline limitedAGMManagement proposalItem no 1: To receive, consider and adopt the Audited Balance Sheet as at 31st December, 2013 and the Profit and LossAccount for the year ended as on that date and the Reports of the Board of Directors and the Auditors thereon.to vote for the resolutionforThe companys total revenue decreased by 2.7% to Rs. 27.5 bn in CY13 from Rs. 28.2 bn in CY12. The operating profit decreased to Rs. 7.2 bn in CY13 from Rs. 10.1 bn in CY12 on account of escalation in cost of raw materials, increase in manpower and other expenses related to manufacturing process. The net profit of the company decreased to Rs. 5 bn in CY13 from Rs. 5.8 bn in CY12. In CY13, EBIDTA and PAT margin declined to 26.3% (35.9% in CY12) and 18.2% (20.4% in CY12) respectively. According to the recently notified section 2(41) of Companies Act 2013, all companies need to maintain their accounting year from April to March GSK India maintains a December year end: as specified by the company they will change its year ending to March from next year, i.e. FY15. In view of the above we may vote for the adoption of accounts14Management proposalItem no 2: To declare Dividend on Equity Shares for the year ended 31st December, 2013to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended December 31, 201315Management proposalItem no 3: To appoint a Director in place of Ms. A. Bansal who retires by rotation and being eligible offers herself forre-appointment.to vote for the resolutionfor GSK Indias board comprises 14 directors, of which 4 are executive and 10 non-executive. Although the company classifies 7 of the 10 non-executive directors as independent, only 5 of these 7 as being independent. However since the Director complies with the requirements of the Companies act 2013 and have no major disqualification we may vote for the appointment

16Management proposalItem No 4; To appoint a Director in place of Mr. P. V. Nayak who retires by rotation and being eligible offers himself for re-appointment.to vote for the resolutionagainstPV Nayak has been associated with the company since 1989. He has been on the board of the company from 1992, 1992 to Sept-03 as executive director and from Oct-03 to till date as non-executive director. Given his long association, we believe that the length of tenure is inversely proportionate to independence. Shri P V Naik becomes a non-independent director. Since he has long association with the Company in terms of Companies act 2013 it is proposed to vote against the resolution17Management proposalItem no 5:To appoint a Director in place of Mr. D. Sundaram who retires by rotation and being eligible offers himself for re-appointment.to vote for the resolutionforThe Director complies with the requirements of the Companies act 2013 and have no major disqualification we may vote for the appointment18Management proposalItem no 6: To appoint M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants (Membership No. FRN 007567S), asAuditors of the Company (including all its branches) to hold office from the conclusion of this Meeting until theconclusion of the next Annual General Meeting of the Company and to authorise the Audit Committee to fix theirremuneration.to vote for the resolutionagainstThe current auditor Price Waterhouse & Co. have been the statutory auditors since CY03, 11 years, with the signing partner Asha Ramanathan for the last three years (CY11-CY13). Previously Lovelock & Lewes had been the statutory auditor of the company for 12 years since CY1991 till CY02. Since both Price Waterhouse & Co. and Lovelock & Lewes are part of the PWC, audit group/auditor has not been rotated in more than 23 years.In terms of the Provisions of Companies Act 2013 it is proposed to vote against the resolution for appointment.1917.04.2014CRISIL LimitedAGMManagement proposalItem no 1: To receive, consider and adopt the Audited Balance Sheet as at 31st December, 2013 and the Profit and LossAccount for the year ended as on that date and the Reports of the Board of Directors and the Auditors thereon.to vote for the resolutionforThe Company has earned total revenue Rs. 8,321,792,220 as on 31st December 2013 as compared to Rs. 7,592,459,750 as on 31st December 2012. The Company has incurred total expenses Rs. 5,428,370,326 as on 31st December 2013 as compared to Rs. 4,889,627,546 as on 31st December 2012Profit before tax being Rs. 3,887,051,924 as compared to Rs. 2,702,832,204 last year There are no disqualifications made by the Auditors of the Company. We may assent to the proposal. 20Management proposalItem no 2: Declaration of Dividendto vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended December 31, 2013.21Management proposalItem no 3: Re-appointment of Dr. Nachiket Morto vote for the resolutionagainstDr. Nachiket Mor is a Yale World Fellow; has a Ph.D. in Economics from the Graduate School of Arts and Sciences at the University of Pennsylvania, with a specialisation in Finance from the Wharton School; an MBA in Finance from the Indian Institute of Management, Ahmedabad; and an undergraduate degree in Physics from the Mumbai University. Dr. Nachket Mor has an overall experience of more than 25 years of which about 7 years have been with CRISIL. Dr. Nachket Mor is holding position as an independent director. As per the Companies act 2013, an independent director shall not hold position for more than 5 consecutive years. However he can be eligible for re appointment on passing of special resolution to that effect. Since Dr. Nachket Mor has completed five years and resolution sought herein is an ordinary resolution, it is proposed to not to vote in favour of the resolution.22Management proposalItem no 4: Re-appointment of Mr. Douglas L. Petersonto vote for the resolutionforMr. Douglas L. Peterson was appointed as Chairman w.e.f 28th October 2011. Mr. Douglas L. Peterson has more than 25 years of experience in the field of investment and corporate banking, brokerage, asset management, private equity, and retail banking. Mr. Peterson is not a director of any other public limited company in India. Total remuneration paid to Mr. Peterson is Rs. 12,80,000 which is at par with other non executive directors remuneration. Further Mr. Peterson has also attended all the meetings during the year (one over teleconferencing). It is proposed to vote in favour of the resolution.23Management proposalItem no 5: Re-appointment of Mr. Yann Le Pallecto vote for the resolutionforMr. Yann Le Pallec was appointed as director on 17th February 2012 Mr. Yann Le Pallec is Standard & Poors Executive Managing Director for Europe, Middle East, and Africa (EMEA). Mr. Yann Le Pallec is a member of Standard & Poors Ratings Services Executive Committee and reports to Mr. Neeraj Sahai, its President. Mr. Yann Le Pallec is not a director of any other public limited company in India. Total remuneration paid to Mr. Yann Le Pallec is Rs. 13,60,000 which is at par with other non executive directors remuneration. Further Mr. Yann Le Pallec has also attended all the meetings during the year. it is proposed that we may consider his appointment favourably. 24Management proposalItem no 6: Appointment of Auditorsto vote for the resolutionforAs per the internal policy of the statutory auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, wherein they rotate the partners for each of their clients after every 3-5 years, Mr. Jayesh Gandhi had replaced Mr. Shrawan Jalan as partner for reviewing the accounts of CRISIL.. it is proposed to vote in favour of the resolutions.25Management proposalItem no 7: Appointment of Mr. Damodaran as additional directorto vote for the resolutionagainstMr. M. Damodaran was appointed as an Additional Director of the Company effective January 14, 2014. Mr. Meleveetil Damodaran, has, in a career spanning 40 years, worked with the Federal and the State governments in India, regulatory bodies, investment institutions, banks, development financial institutions and with the private sector. He holds directorships in 9 listed Companies excluding CRISIL. the director should consider reviewing its number of directorships in light of the companies Act 2013. It is proposed to not to vote in favour of the resolution.26Management proposalItem no 8: Appointment of Ms. Vinita Bali as additional Director.to vote for the resolutionforMs. Vinita Bali was appointed as an Additional Director of the Company w.e.f. February 14, 2014. Ms.Vinita Balis is also a Managing Director of Britannia Industries. No major concern has been identified.It is proposed to vote in favour of the resolution.2721/04/2014CMC LimitedPostal BallotManagement proposalIncrease in Investors Investment Limits of foreigninstitutional investors registered with the SEBI including their sub accountsregistered with SEBI and/ or foreign portfolio investors, to make the investment in the shares of the Company up to an aggregate limit of 35% (thirty five percent) of thetotal issued and paid-up share capital of the Company at the time of making such investment.to vote for the resolutionforWe recommend voting in favour of the resolution "Enhancement in the shareholding limits of Foreign Institutional Investors from 24% to 35% of the paid up share capital of the Company", because an increase in the FII limit will increase the liquidity of the stock and hence will help in better discovery of its fair value2830/04/2014Hindustan Unilever LimitedPostal BallotManagement proposalAppointment of Mr. P. B. Balaji as the Executive Director, Finance & IT and Chief Financial Officerto vote for the resolutionforThe Company proposes to appoint Mr. P. B. Balaji as as Whole time Director with effect from 1st July 2014, liable to retire by rotation. Mr. P. B. Balaji (44) joined the Company as a Management Trainee in May 1993 and has worked in number of roles in finance and supply chain over a period of 20 ears. Mr. P. B. Balaji is currently the Vice President, Finance for Unilever America Supply Chain based out of Switzerland, responsible for financial aspects of an 18 billion supply chain. Prior to that, he was acting as the Group Chief Accountant of Unilever worldwide based at London. Before moving to London, Mr. Balaji has served as the Vice President, Finance for the Home and Personal Care business in India and earlier also as the Vice President, Treasury for the AAR region based out of Singapore. Mr. P.B. Balaji is a Mechanical Engineer from IIT Chennai and has a PGDM from IIM Kolkata. Mr. P. B. Balaji is a non resident and the Company is required to obtain approval of the Central Government for the proposed appointment of Mr. P. B. Balaji as a Whole time Director of the Company. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. Since the Director complies with the requirements of the provisions of the Companies Act 2013,it is proposed to vote for the resolution293/5/14DIVI's Laboratories limitedPostal BallotManagement proposalRe-appointment of Group Captain (Retd.) L. Ramesh Babu to hold and continue to hold an office or place of profit as Chief Information Officer & Vice President (Procurement) of the Company w.e.f 15th April, 2014.to vote for the resolutionforGroup Captain (Retd) L. Ramesh Babu is a post-graduate in Commerce from Andhra University, Visakhapatnam, a graduate in Law from Delhi University and post graduate in Business Administration (Finance & Systems) from Pune University. Has obtained training in software systems at Military College of Telecommunications. Group Captain Ramesh Babu has over 2 decades of experience in the Indian Air Force across diverse functions like Accounting and Financial procedures, Internal Control Systems, strategy planning and database management. He has been designated as Chief Information Officer and also has been given additional responsibilities as Vice President (Procurement). He is responsible for design and implementation of SAP software, setting up and maintaining appropriate hardware/server requirements for the purpose, integrating the various modules of the company and oversee maintenance of the database and its protection for the organisation and compliances in this regard. He has also been given additional responsibilities as Vice President (Procurement) to handle the functions of Procurement of raw materials, engineering items as well as stores and spares and inventory control. Group Captain (Retd). L. Ramesh Babu is a relative of Mr. N V Ramana, Executive Director and Mr. L Kishore Babu, Chief Financial Officer of the Company. He was earlier appointed as Chief Information Officer with the approval of the shareholders through Postal Ballot dated May 20, 2009 and approval of Central Government under Section 314(1B) of the Companies Act, 1956. The Company proposes to increase the remuneration by 3 fold from Rs. 3 Lakh per month (as approved through Postal ballot in 2009) to Rs. 9.16 Lakh. In addition to this, the Company proposes to provide other benefits and perquisites including bonus, retiring gratuity, provident fund and employee stock options with normal increment as applicable. On reviewing the available financial data of the Company on its website, the increase in remuneration proposed to be paid to Group Captain (Retd). L. Ramesh Babu seems to be adequate. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. The re=appointment and remuneration paid by the Company is in lines with the provisions of the Companies Act 2013. Keeping in view the above it is proposed to vote in favour of the resolution.305/5/14Sun Pharmaceuticals Limitedcourt convened meetingManagement proposalCourt Convened Meeting of Shareholders of SUN Pharmaceutical Industries Limited for approving the Scheme of Arrangement and Reconstruction in the Nature of Demerger and Transfer of Specified Undertaking of SUN Pharma Global, FZE to SUN Pharmaceutical Industries Limitedto vote for the resolutionfor SUN Pharma Global, FZE has two types of business termed as Specified Undertaking and the Remaining Undertaking. It is proposed to de-merge the Specified Undertaking from SUN Pharma Global, FZE and merge with SUN Pharmaceutical Industries Limited on a going concern basis. Since the activities of Specified Undertaking and that of the SUN Pharmaceutical Industries Limited. are similar in nature, it would be advantageous to combine the activities and operations into a single company for synergistic linkages and the benefit of financial and other resources of each other. Post Scheme of arrangement, the remaining assets and liabilities pertaining to the Remaining Undertaking of SPG would be retained in SPG as Remaining Undertaking. Specified Undertaking Activities: All activities of the Transferor Company relating to the business of developing, researching. Manufacturing, processing, buying, selling, importing, trading, marketing, storing, distribution of pharmaceutical products for ulcer therapeutics and items related thereto such as packing materials, packaging materials, raw materials, finished goods, inventory, stores, spares, etc. along with certain investment and financing activities. Appointed Date: 1st May, 2013. SUN Pharma Global, FZE is a indirect wholly owned subsidiary of SUN Pharmaceutical Industries Limited. The Scheme was approved by the Board of both the Companies in its meeting held on 13th November, 2013, and the court convened meeting is being held with the order of the Court dated 01st April 2014. The Scheme being an internal group restructuring between the Transferee Company and the Transferor Company and the entire share capital of the Transferor Company is indirectly held by the Transferee Company, the Transferee Company shall not pay any consideration to the shareholder of the Transferor Company. Since the scheme looks to be a fair arrangement and integration of similar business into one also enable synergy benefits. 316/5/14Gujarat Pipavav Port LimitedAGMManagement ProposalTo receive, consider and approve the Audited Accounts of the Company for the year ended 31st December 2013 and adopt Report of the Directors and of the Auditors thereonFor ForThe Company has earned total revenue Rs. 5,346.96 million as on 31st December 2013 as compared to Rs. 4,314.80 million as on 31st December 2012

The Company has incurred total expenses Rs. 3,593.13 million as on 31st December 2013 as compared to Rs. 3,575.19 million as on 31st December 2012

Profit before tax being Rs. 1,917.65 Million as compared to Rs. 739.61 million last year.

The auditors have made no adverse qualification in its report.

32Management ProposalTo appoint a Director in place of Mr. Pravin Laheri, IAS (Retd.) who retires by rotation and being eligible, offers himself for re-appointment.ForForMr. Pravin Laheri was appointed on the Board of the Company on 29th August 2008. He has held various positions across different Departments in the State of Gujarat. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. Since the director complies with the requirements of the Companies Act 2013, we may vote for the resolution. 33Management ProposalTo appoint a Director in place of Mr. Henrik Lundgaard Pedersen who retires by rotation and being eligible, offers himself for re-appointmentForForMr. Henrik Lundgaard Pedersen was appointed on the Board of the Company on 4th September 2012. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. Since the director complies with the requirements of the Companies Act 2013, we may vote for the resolution.34Management ProposalTo appoint a Director in place of Mr. Pradeep Mallick who retires by rotation and being eligible, offers himself for re-appointmentForForMr. Pradeep Mallick was appointed on the Board of the Company on 4th September 2012. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records.

Since the director complies with the requirements of the Companies Act 2013, we may vote for the resolution.

35Management ProposalTo appoint M/s B S R & Associates LLP, Chartered Accountants as Auditors of the CompanyForAgainstM/s. BSR & Associates LLP have been auditors of the Company for more than 10 years.The Companies Act 2013 mandates that auditors should not be appointed for tenure of over 10 years. We may vote against the resolution36Management ProposalAppointment of Mr. Jan Damgaard Sorensen as Director of the CompanyForForMr. Jan Damgaard Sorensen was appointed on the Board of the Company on 30th July 2013 . Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. Since the director complies with the requirements of the Companies Act 2013, we may vote for the resolution.37Management ProposalAppointment of Ms. Hina Shah as Director of the CompanyForForMs. Hina Shah was appointed on the Board of the Company on 30th July 2013 . Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. With appointment of Ms. Hina Shah as director the Company complies with the appointment of woman director on the board. However as per SEBI circular on amendments in Listing agreement w.e.f 01st October 2013, the Company will also have to appoint a women independent director Since the director complies with the requirements of the Companies Act 2013, we may vote for the resolution.38Management ProposalAppointment of Mr. A. K. Rakesh, IAS as Director of the CompanyForForMr. A. K. Rakesh, IAS was appointed on the Board of the Company on 29th October 2013. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. Since the director complies with the requirements of the Companies Act 2013, we may vote for the resolution.39Management ProposalRe-appointment of Mr. Prakash Tulsiani as Managing Director and approve his RemunerationForAgainstThe Board is being given the discretion in deciding the major components of the remuneration like perquisites performances linked incentives and Minimum Pay in case of loss of profits. However, the Company has not disclosed the parameters based on which the various components of remuneration will be decided. We may vote against the resolution, if the above clarifications are not provided4012/5/14Nestle Indian LimitedAGMManagement proposalItem NO 1: Consider and adopt the Financial Statements of the Company for the year ended 31st December, 2013 including audited Balance Sheet asat 31st December, 2013 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditorsthereonto vote for the resolutionforThe Company has earned total revenue Rs. 91,010.5 million as on 31st December 2013 as compared to Rs. 83,345.3 Million as on 31st December 2012 . The Company has incurred total expenses Rs. 74626.8 million as on 31st December 2013 as compared to Rs. 67,944.9 million as on 31st December 2012. Profit before tax being Rs. 16,780.2 million as compared to Rs. 15,526.2 million last year .41Management proposalItem No 2: To declare final dividend and confirm the two interim dividends aggregating to ` 36.00 per equity share, already paid for the year ended31st December, 2013to vote for the resolutionfor We propose voting in favor of the resolution to declare dividend on equity shares for the year ended December 31, 2013.42Management proposalItem no 3: To appoint a director in place of Mr. Aristides Protonotarios (holding DIN 06546858), who retires by rotation and being eligible offers himself forre-appointment.to vote for the resolutionfor Mr. Aristides Protonotarios was appointed as Whole-time Director designated as Director - Technical with effect from 01.04.2013. He was paid a remuneration of Rs 3.48 Crore out of which Rs 99 Lakhs were paid as commission. The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same43Management proposalItem No 4: To appoint M/s. A.F.Ferguson & Co., Chartered Accountants (ICAI Registration No.112066W) as statutory auditors of the Company and fix theirremuneration.to vote for the resolutionfor The Company proposes to appoint M/s. A.F.Ferguson & Co. as auditor. It may be noted that M/s. A.F.Ferguson & Co. have been auditors of the Company for more than 16 years. The Companies Act, 2013 mandates that auditors should not be appointed for tenure of over 10 years. However the act also provides with a transition period of 3 years from the date of commencement i.e. 01st April 2014. However it may be noted that the company has not disclosed whether it has obtained an independence certificate from the auditor. 44Management proposalItem no 5: To appoint Mr. Michael William Oliver Garrett (holding DIN 00051904), Director of the Company who retires by rotation at the Annual General Meeting as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019to vote for the resolutionagainstMr. Garrett has been associated with the Nestle Group since 1961. He has been on the Board of Nestle India since 1992. Owing to long term of association with the Company, Mr. Garrett cannot be considered as independent. It is proposed to vote AGAINST his reappointment.45Management proposalItem no 6: To appoint Mr. Ravinder Narain (holding DIN 00059197), Director of the Company who retires by rotation at the Annual General Meeting as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019.to vote for the resolutionagainstMr. Narain has been associated with the Company for 36 years. In line with the provisions of the Companies Act 2013, SES does not consider directors associated with the Company for more than 10 years to be independent. It is proposed to vote AGAINST his reappointment.46Management proposalItem no 7: To appoint Mr. Ashok Kumar Mahindra (holding DIN 00916746), Director of the Company whose period of office is liable to determination by retirement of directors by rotation as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019to vote for the resolutionforMr. Ashok Kumar Mahindra is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company in April, 2011. Mr. Mahindra fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management. The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same47Management proposalItem no 8: To appoint Dr. (Mrs.) Swati Ajay Piramal (holding DIN 00067125), Director of the Company whose period of office is liable to determination by retirement of directors by rotation as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019to vote for the resolutionforDr. (Mrs.) Swati Ajay Piramal is a Non-Executive Independent Director of the Company. She joined the Board of Directors of the Company in August, 2010. Dr. Piramal fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director of the Company and is independent of the management. The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same48Management proposalItem no 9: To appoint Mr. Antonio Helio Waszyk (holding DIN 02730946), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 1st October, 2013, as a Director of the Company whose period of office shall be liable to determination by retirement of directors by rotationto vote for the resolutionforMr. Antonio Helio Waszyk retired as the Managing Director of the Company effective from 30th September, 2013 consequent to change of nomination notified by Nestl S.A., on 24th May 2013 under Article 118A and 106 of the Articles of Association of the Company. The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same49Management proposalItem no 10: To approve appointment of Mr. Etienne Andr Marie Benet (holding DIN 06702574), who was appointed as a non-retiring Director of the Company by the Board ofDirectors with effect from 1st October, 2013 under the Articles of Association of the Company, as the Managing Director of the Company for a period of five years effective from 1st October, 2013to vote for the resolutionforMr. Benet was appointed as a non-retiring Director of the Company by the Board of Directors with effect from 1st October, 2013 under the Articles of Association of the Company. The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same50Management proposalItem no 11: appointment of Mr. Shobinder Duggal (holding DIN 00039580) as a Whole-time Director of the Company designated as Director-Finance & Control and Chief Financial Officer for a period of five years effective from 10th May, 2014to vote for the resolutionforThe Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same51Management proposalItem no 12: Amendment to Articles of Association to vote for the resolutionforThe amendment sought by the Company pertains to the number of Directors. The limit of maximum number of Directors of the Company is proposed to be increased from 8 to 10. The Composition of Board comprises of 8 directors currently. Since the maximum limit proposed is within the limit prescribed under Companies Act 2013 we may vote for the resolution.52Management proposalItem no 13: to borrow moneysin excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding atany point of time, apart from temporary loans obtained/to be obtained from the Companys Bankers in the ordinary course of business, shall not be inexcess of `150 Crores (Rupees one hundred fifty crores) over and above the aggregate of the paid up share capital and free reserves of the Companyto vote for the resolutionforThe members of the Company at their held on 19th April, 2011 approved by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 borrowings over and above the aggregate of paid up share capital and free reserves of the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of Rs. 2,500 Crores. Out of the above limits, the Company had availed External Commercial Borrowings (ECBs) from the holding company aggregating to USD 192 Million (equivalent to Rs. 1,187.14 Crores) as on 31st December, 2013. Section 180(1)(c) of the Companies Act, 2013 effective from 12th September, 2013 requires that the Board of Directors shall not borrow money in excess of the companys paid up share capital and free reserves, apart from temporary loans obtained from the companys bankers in the ordinary course of business, except with the consent of the company accorded by way of a special resolution. Therefore, the Company proposes a Special Resolution under Section 180(1)(c) and other applicable provisions of the Companies Act, 2013, to enable to the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company. Approval of members is being sought by the Company to borrow money up to Rs 150 Crores in excess of the aggregate of the paid up share capital and free reserves of the Company. We may vote for the resolution 53Management proposalItem no 14: Remuneration to Directors other than Managing Director/whole time Directorto vote for the resolutionforThe Company has not disclosed the criteria for distribution of commission among non-executive directors. It is proposed to seek information from the company at the aGM with re[sect to the criteria for distribution of commission. We may vote for the resolution subject to satisfactory reply from the Company at the AGM.5413/05/2014Castrol India LimitedAGMManagement proposalItem no 1: To receive, consider and adopt the AuditedBalance Sheet as at 31st December, 2013 andthe Statement of Profit and Loss for the yearended on that date, along-with the Reports ofthe Directors and Auditors thereon.to vote for the resolutionfor The Company has earned total revenue Rs. 3,214.68 crore as on 31st December 2013 as compared to Rs. 3,151.70 crore as on 31st December 2012. The Company has incurred total expenses Rs. 2,492.14 crore as on 31st December 2013 as compared to Rs. 2,497.94 crore as on 31st December 2012. Profit before tax being Rs. 761.76 crore as compared to Rs. 666.32 crore last year.The auditors have made no adverse qualification in its report. 55Management proposalItem no 2: To confirm the payment of interim dividendand declare a final dividend on equity sharesfor the financial year ended 31st December,2013.to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended December 31, 2013.56Management proposalItem no 3: To appoint a Director in place of Mr. S. M.Datta who retires by rotation and beingeligible, offers himself for re-appointment.to vote for the resolutionagainstMr. S M Datta was appointed on the Board of the Company in the year 1996. Since he has long association with the Company in terms of Companies act 2013 it is proposed to vote against the resolution57Management proposalItem no 4: To appoint a Director in place of Mr. UdayKhanna who retires by rotation and beingeligible, offers himself for re-appointment.to vote for the resolutionforThe Director complies with the requirements of the Companies act 2013 and have no major disqualification we may vote for the appointment58Management proposalItem no 5: To appoint M/s. S.R. Batliboi &Co. LLP, Chartered Accountants, (FirmRegistration No. 301003E as Auditors of the Companyto vote for the resolutionforWe may vote in favour. Keeping in view the provisions of the newly enacted Companies Act, 2013, the audit firms have been circulating its auditors every three to four years for auditing the accounts of the company. 59Management proposalItem no 6: Appointment of Mr. Ravi Kirpalani as a Whole-time Director, designated asManaging Director of the Company, for a period of 5 (five) years with effect from27th April, 2013to vote for the resolutionagainstMr. Ravi Kripalani was appointed on the Board of the Company in the year 2009. Since the proposed appointment is not being passed by way of special resolution in terms of Companies act 2013 it is proposed to vote against the resolution. However, if the Company proposes to pass the appointment by way of special resolution we may vote in favour of the same.60Management proposalItem no 7: Appointment of Ms. Rashmi Joshi as Director of the Companyto vote for the resolutionforThe Board of Directors of the Company (the Board), at its meeting held on 1st August, 2013 appointed Ms. Rashmi Joshi as an Additional Director effective from 1st August, 2013. Ms. Rashmi Joshi is not disqualified from being appointed as Director in terms of Section 274(1)(g) of the Act. Ms. Rashmi Joshi is a Chartered Accountant and a Company Secretary with over 24 years of post-qualification experience in finance function in FMCG, Pharma, Consumer durable and Oil & Gas industries. She joined Castrol India in 2005, as General Manager Finance & Accounts and later moved into an Asia & Pacific region in Planning and Performance Manager role, based at Singapore.Ms. Rashmi Joshi appointment satisfies the requirements of the Companies Act 2013 being a women director on the Board.61Management proposalItem no 8: Appointment ofMs. Rashmi Joshi as a Whole-time Directordesignated as Director Finance of theCompany, for a period of 5 (five) years witheffect from 1st August, 2013to vote for the resolutionforThe Board of Directors (the Board) has also appointed, subject to the approval of the Central Government and members, Ms. Rashmi Joshi as a Whole-time Director of the Company designated as Director Finance, for a period of five years with effect from 1st August, 2013. Ms. Rashmi Joshi satisfies all the conditions as stated in the Part I of the Schedule XIII to the Companies Act, 1956. Further the proposed director is not under the defaulter/block list of RBI and is also not disqualified as per ROC records.Ms. Rashmi Joshi is not on the Board of any other Company 6216/05/2014Tata Steel Limitedcourt convened meetingManagement proposalCourt Convened Meeting of Shareholders of Tata Steel Limited for approving the proposed Scheme of Amalgamation between Tata Steel Limited and Tata Metaliks Limited and Tata Metaliks DI Pipes Limited (formerly known as Tata Metaliks Kubota Pipes Limited)to vote for the resolutionfor1. The amalgamation would result in forward and backward integration of the operations2. The amalgamation would result in synergy benefits arising out of single value chain3. It would result in greater efficiency in cash management4. There would be better operational synergy in terms of procurement benefits, access to marketing networks etc5. Fund raising capabilities would be enhanced resulting into cost efficiency coupled with greater financial flexibility6. The amalgamation would lead to hardly any dilution of the parent companyAppointed Date: 1st April, 2013

The Board of Directors of the Transferee Company, at its meetings held on 10th April, 2013 and 24th July, 2013 approved the Scheme. The Board of Directors of the Transferor Company 1, at its meetings held on 10th April, 2013 and 30th July, 2013, approved the Scheme. The Board of Directors of the Transferor Company 2, at its meeting held on 10th April, 2013 approved the Scheme and the court convened meeting is being held with the order of the Court dated 21st March 2014.Since the scheme looks to be a fair arrangement and integration of similar business into one also enable synergy benefits.6321/05/2014PVR LimitedPostal BallotManagement proposalApproval for payment of remuneration to the Independent Directors of the Company which shall not exceed one percentage of the Net Profits of the Company from Financial Year 2013-14 and in each Financial Years thereafter.to vote for the resolutionforThe proposal is in lines with the provisions of the Companies Act 2013.6421/05/2014Bata India LimitedAGMManagement proposalItem no 1: To receive, consider and approve the Audited Accounts of the Company for the year ended 31st December 2013 andadopt Report of the Directors and of the Auditors thereon.to vote for the resolutionforThe Company has earned total revenue Rs. 20,965.22 million as on 31st December 2013 as compared to Rs. 18,724.05 million as on 31st December 2012

The Company has incurred total expenses Rs. 18,138.98 million as on 31st December 2013 as compared to Rs. 16,204.41 million as on 31st December 2012

Profit before tax being Rs. 2,826.24 Million as compared to Rs. 2,519.64 million last year.

The auditors have made no adverse qualification in its report.

65Management proposalItem no 2: To declare a dividend.to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended December 31, 2013.66Management proposalItem no 3: To appoint a Director in place of Mr. Jorge Carbajal, who retires by rotation and being eligible, offers himself for reappointment.to vote for the resolutionforMr. Jorge Carbajal is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. However the Director has not been regularly attending the Board meetings.

Since the director complies with the other requirements of the Companies Act 2013, we may vote for the resolution subject to satisfactory replies from the Company for irregular attendance of Director.

67Management proposalItem no 4: To appoint a Director in place of Mr. Akshay Chudasama, who retires by rotation and being eligible, offers himselffor re-appointment.to vote for the resolutionforMr. Akshay Chudasma is not under the defaulter/block list of RBI and is also not disqualified as per ROC records. However the Director has not been regularly attending the Board meetings.68Management proposalItem no 5: To appoint Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants as Auditors of the Companyto vote for the resolutionforMessrs. S. R. Batliboi & Co. LLP, Chartered Accountants have been auditors of the Company for more than 16 years. The Companies Act 2013 mandates that auditors should not be appointed for tenure of over 10 years, however provides for a transition period of 3 years to comply with the same. We may vote against the resolution. However if the company decides and represents at AGM to appoint them for one more year and thereafter to change the auditors, we may consider the proposal698/6/14Power finance corporation LimitedPostal BallotManagement proposalRAISING OF RESOURCES THROUGH PRIVATE PLACEMENT.to vote for the resolutionforWe give our assent to the special resolution for enhancement of borrowing limits & also to issue NCD.70Management proposalENHANCEMENT OF THE BORROWING POWERS FOR THE PURPOSE OF BUSINESS OF THE COMPANYto vote for the resolutionforIncrease in Borrowings and Issue of NCDs will help the company to grow their loan asset book. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or by lending)71Management proposalAUTHORIZATION TO THE BOARD OF DIRECTORS FOR MORTGAGING AND/OR CREATING CHARGE ForForComments of the Research: We believe raising funds and creating charge on the asset is in the normal course of business for the company and do not view it as a negative.729/6/14tata Global Benerages Limitedcourt convened meetingManagement proposalArrangement/ amalgamationto vote for the resolutionforAmalgamation of Mount Everest Mineral Water Limited with Tata Global Beverages will lead to synergies in operations, thereby benefiting the shareholders in the long run. Both companies are into branded Beverage Sales, thereby enabling cost benefits on resource sharing, post amalgamation. Appointed Date: 1st April, 2013

The meeting is being convened vide court order dated 10th April 2014.

The transferee Company proposes to issue and allot 3 equity shares of Re. 1 each as fully paid with rights attached thereto for every 4 equity shares of Rs. 10/- each held by each member in the capital of the Transferor Company.

Upon the scheme coming into effect, all Equity Shares which the Transferee Company holds in the Transferor Company (either directly or through nominees) shall stand cancelled without any issue or allotment of New Equity Shares or payment whatsoever by the Transferee Company in lieu of such Equity Shares of the Transferor Company .

In addition to the Court convened meeting, a postal ballot/evoting is also being conducted

739/6/14Rural Electrification LimitedPostal BallotManagement proposalIssue of Unsecured/Secured Non-Convertible Bonds/ Debentures through Private Placement as per the provisions of the Companies Act, 2013 and applicable Rules thereof;to vote for the resolutionfor We can give our assent to the special resolution for increase in borrowing limits to 2,00,000 & also to issue NCD.74Management proposalIncrease in the overall Borrowing Limit to Rs.200,000 crore in Indian Rupees and in any foreign currency equivalent to USD 6 billion; to vote for the resolutionfor Increase in Borrowings and Issue of NCDs will help the company to grow their loan asset book. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or by lending)75Management proposalCreation of mortgage and / or charge on all or any of the movable and / or immovable properties of the Company, in respect of enhanced borrowing Limit as proposed aboveForfor Comments of the Research: We believe raising funds and creating charge on the asset is in the normal course of business for the company and do not view it as a negative.7614/06/2014Mahindra and Mahindra Financial Services LimitedPostal BallotManagement proposalIncrease in borrowing limits from Rs.38,000 crores to Rs.45,000 crores under section 180(1)(c) of the Act, creation of charge on the assets of the Company under section 180(1)(a) of the Act and Issue of Non-Convertible Debentures and/or other Debt Securities on a Private Placement basis within the overall borrowing limits of the Company, in accordance with section 42 and other applicable provisions of the Actto vote for the resolutionfor We can give our assent to the special resolution for increase in borrowing limits from 38000 to 45000cr & also to issue NCD.

Increase in Borrowings and Issue of NCDs will help the company to grow their loan asset book. Although interest expenses will increase but they can deploy the funds in a profitable manner (either by replacing existing high cost borrowings or by lending)

774/6/14Zee Entertainment Limitedcourt convened meetingManagement proposalCourt Convened Meeting of Shareholders of Zee Entertainment EnterprisesLtd for approving Scheme of Arrangement for demerger of Media Business Undertaking from Diligent Media Corporation Limited (DMCL) and its merger with Zee Entertainmentto vote for the resolutionfor Comments of the CS: ZEEL is engaged in the media and entertainment business inter alia of procurement, development, distribution and dissemination, broadcast / re-broadcast of entertainment television software programmes, including Cinematograph feature films, serials, talents hunt / reality shows through satellite, terrestrial or cable channels or through Direct to Home (DTH), Internet Protocol based deliveries using existing and emerging technologies and distribution platforms DMCL is primarily engaged into two businesses i.e. (a) publishing of Daily News & Analysis (DNA), an English daily newspaper circulated in major metros in India and (b) the media business undertaking which conducts various events on empowerment of women, education, automobiles, real estate, etc. The media business undertaking also comprises of a license of a Non-News television channel and certain registered Intellectual Properties for television formats of various gaming based shows.The Resulting Company being a major player in the Media and entertainment space is planning to give an impetus to its events management capabilities and could benefit from the Media Business Undertaking of DMCL, which revolve around various events on empowerment of women, education, automobiles, real estate etc. The Resulting Company may also benefit from a license for a non-news and current affairs television channel currently vested with DMCL and certain registered Intellectual Properties for television formats of various gaming based shows held by DMCL. Appointed Date: 31st March 2014Court order dated 02nd May 2014As a consideration under the Scheme, 1 fully paid Preference Share of ` 1 each of ZEEL shall be issued for every 4 Equity Shares of ` 10/- each held in DMCL, which shall result in issuance of 2,22,73,886 Preference Shares of ` 1 each by ZEEL to shareholders of DMCL.As no equity shares are being issued as consideration, there will be no change in the public shareholding pattern of ZEEL.While evaluating the Scheme of Arrangement, it is observed that due consideration is given to the expected benefits of the amalgamation of Media Business with ZEEL along with fairness of the valuation. In the proposed Scheme, the Company has provided adequate rationale for the said amalgamation. Thus, it is proposed to vote FOR the resolution.

78Management proposal7928/05/2014Gruh Finance LimitedAGMManagement proposalTo receive, consider and adopt the audited statement of Profit and Loss for the year ended March 31, 2014,the Balance Sheet as at that date and the Reports of the Directors and the Auditors thereon.to vote for the resolutionforThe Company has earned total revenue Rs. 846.16 cores as on 31st March 2014 as compared to Rs. 650.45 crores as on 31st March 2013

The Company has incurred total expenses Rs. 601.70 as on 31st March 2014 as compared to Rs. 453.64 crores as on 31st March 2013

Profit before tax being Rs. 244.46 crores as compared to Rs. 196.81 crores last year

80Management proposalTo declare dividend on equity shares.to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended March 31, 2014.81Management proposalTo appoint a Director in place of Mr. Kamlesh Shah,(holding DIN No. 03092230), liable to retire by rotationin terms of Section 152(6) of the Companies Act, 2013and, being eligible, offers himself for re-appointment.to vote for the resolutionfor Mr. Shah is on the Board since 2010. He is a Chartered Accountant from the Institute of CharteredAccountants of India. He has been employed with GRUH since 1990. He has the working experience of handling functional areas of operations, finance, human resources and administration.

The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same

82Management proposalTo re-appoint the Auditors and to fix their remunerationand in this regards pass with or without modification(s),the following resolution as an Ordinary Resolution:to vote for the resolutionforThe Company proposes to appoint M/s. Sorab S. Engineer & Co., (FirmRegistration No 110417W), Chartered Accountants, as auditor for a period of 4 years. Since it is in compliance with the provisions of the Companies act 2013, we may approve the same.

83Management proposalTo appoint Mr. S. M. Palia (holding DIN 00031145), Director of the Company who retiresby rotation at the Annual General Meeting as anIndependent Director of the Company to hold officefor three consecutive years, for a term up to 31st March2017to vote for the resolutionagainst Mr. Palia has been associated with the Company since 1993. Owing to long term of association with the Company, Mr. Palia cannot be considered as independent. It is proposed to vote AGAINST his appointment.84Management proposalTo appoint Mr. Rohit C. Mehta(holding DIN 00050173), Director of the Company whoretires by rotation at the Annual General Meeting as anIndependent Director of the Company to hold officefor three consecutive years for a term up to 31st March2017to vote for the resolutionagainst Mr. Mehta has been associated with the Company since 1987. In line with the provisions of the Companies Act 2013. Mr. Mehta cannot be considered as independent. It is proposed to vote AGAINST his appointment.85Management proposalTo appoint Mr. Prafull Anubhai(holding DIN 00040837), Director of the Companywhose period of office is liable to determination byretirement of directors by rotation as an Independent Director of the Companyto hold office for three consecutive years for a term up to 31st March 2017to vote for the resolutionagainst Mr. Prafull Anubhai has been associated with the Company since 1987. In line with the provisions of the Companies Act 2013. Mr. Prafull Anubhai cannot be considered as independent. It is proposed to vote AGAINST his appointment.86Management proposalTo appoint Mr. S.G. Mankad (holdingDIN 00086077), Director of the Company whose periodof office is liable to determination by retirement ofdirectors by rotation as an Independent Director of the Companyto hold office for three consecutive years for a term upto 31st March 2017to vote for the resolutionagainst Mr. S.G. Mankad has been associated with the Company since 2010. In line with the provisions of the Companies Act 2013. Mr. S.G. Mankad cannot be considered as independent. It is proposed to vote AGAINST his appointment87Management proposalTo approve Borrowing powers of the Companyto vote for the resolutionfor Since the borrowing are within the limits required and in compliance with the provisions of the Companies act 2013, we may vote for the resolution.88Management proposalTo approve increase in authorized capital of the Company from ` 50,00,00,000/- (Rupees Fifty Croresonly) to ` 100,00,00,000/- (Rupees One HundredCrores only)to vote for the resolutionfor Since it is in the best interest of the shareholders we may vote for the resolution.89Management proposalcapitalizationof a sum not exceeding ` 36,02,62,300/- (Rupees ThirtySix Crores, Two Lakhs, Sixty two Thousand, ThreeHundred Only) from the Securities Premium Account,General Reserves or any other permitted reserves/surplus of the Company for the purpose of issue ofBonus Shares of ` 2/- (Rupees Two Only) each, creditedas fully paid-up to the holders of the Equity shares ofthe Company whose names shall appear on the Registerof Members on the Record Date determined by theBoard or Committee thereof for the purpose, in theproportion of 1 (One) Bonus Equity Share of ` 2/- forevery 1 (One) fully paid-up Equity Shares of ` 2/- eachto vote for the resolutionfor Since it is in the best interest of the shareholders we may vote for the resolution.90Management proposalreappointmentof Mr. Sudhin Choksey (holding DIN No.00036085) as the Managing Director of the Companyfor a period of three years with effect from April 1,2014to vote for the resolutionfor The re-appointment is proposed by ordinary resolution. If the re appointment is proposed as special resolution we may vote for the said re appointment. 91Management proposalPayment of commission to non executive Directors every year for aperiod of five years with effect from April 1, 2014 subject to an overall ceilingupto 1% (one percent) of the net profits of theCompany (computed in the manner referred to inSection 198 of the Companies Act, 2013), to vote for the resolutionfor We may vote for the resolution since it compensates the directors in compliance with the provisions of the Companies act 2013;92Management proposalto create, issue, offer and allotequity shares of aggregate nominal face value, notexceeding ` 90,00,000 (Rupees Ninety Lacs only)represented by 45,00,000 equity shares of ` 2 each ofthe Company fully paid (or such adjusted numbers forany bonus, stock splits or consolidation or other reorganisationof the capital structure of the Company asmay be applicable from time to time) to the presentand future permanent employees and directorsexcluding independent directors of the Companywhether in India or abroad (hereinafter referred to asemployees), under Employee Stock Option Scheme(s)(ESOS)to vote for the resolutionforSince it is in the best interest of the shareholders we may vote for the resolution.93Management proposalto issue Redeemable Non-ConvertibleDebentures (NCDs) for cash, upto an amount notexceeding Rs. 2000 Crores ( Rupees two thousandcrores only), under one or more self disclosuredocument, during the period commencing from thedate of this meeting hereof until the conclusion of 29th(Twenty-Nineth) Annual General Meeting, on a privateplacement basisto vote for the resolutionfor Since it complies with the necessary provisions of the Companies act and Listing agreement we may vote for the resolution.9416/06/2014united spirits limitedcourt convened meetingManagement proposalCourt Convened Meeting of Shareholders of United Spirits limited for approval of SCHEME OF ARRANGEMENT BETWEEN UNITED SPIRITSLIMITED AND ENRICA ENTERPRISES PRIVATE LIMITEDto vote for the resolutionfor Comments of the CS:

United Spirits Limited is primarily engaged in the business of manufacture, purchase and sale of beverage alcohol (spirits and wines) including through tie-ups/brand franchise, which constitute a single business segment. The equity shares of the Transferor Company are listed on the BSE Limited the National Stock Exchange of India Limited and the Bangalore Stock Exchange Limited.

Enrica Enterprises Private Limited is inter-alia proposed to be engaged in the business of manufacturing of Indian made foreign spirits (IMFS) and supply of IMFS to parties designated by the Government of Tamil Nadu and to manufacture, distill, blend, bottle, prepare, market, brew all kinds of Indian made foreign liquors and other liquors, wines, spirits, beers and other alcohol.

The Scheme is proposed to hive-off the Transferred Undertaking of the Applicant Company into Enrica by way of a slump sale on a going concern basis. The same would be in the interest of the Applicant Company and its shareholders and creditors. The hive-off of the Transferred Undertaking of the Applicant Company into Enrica on a going concern basis is proposed under the provisions of Sections 391 to 394 of the Companies Act, 1956, and the same, if approved and sanctioned by this Honble Court and also approved and sanctioned by the Honble High Court of Judicature at Madras,within which the registered office of the Transferee Company is situated, will take effect from the Appointed Date i.e., April 1, 2013.

As per the Scheme, pursuant to the hive-off of the Transferred Undertaking of the Applicant Company into Enrica, a sum of Rs. 125,07,00,000/- (Rupees One Hundred Twenty Five Crores and Seven Lakhs only) shall be paid by Enrica to the Applicant Company as consideration, with a sum of Rs. 100,00,00,000 (Rupees One Hundred Crores only) being payable on the Effective Date and the balance amount payable within 45 days of the Effective Date

Court order dated 29th April 2014

The hive off and Sale of Poonamallee Unit of United Spirits, is in line with managements stated strategy of focusing on premiumization of portfolio. It will enhance companys focus for branding and marketing initiatives, while franchising the manufacturing operations.

In the proposed Scheme, the Company has provided adequate rationale for the said amalgamation. Thus, it is proposed to vote FOR the resolution.

9528/05/2014Bosch LimitedAGMManagement proposalTo receive, consider and adopt the audited Balance Sheet as at December 31, 2013 and audited Statement of Profit & Loss Account for the year ended on that date and the Report of the Directors and Auditors thereon..to vote for the resolutionforThe Company has earned total revenue Rs. 91727 million as on 31st December 2013 as compared to Rs. 90,283 million as on 31st December 2012

The Company has incurred total expenses Rs. 79,161 million as on 31st December 2013 as compared to Rs. 76,821 as on 31st December 2012

Profit before tax being Rs. 12,566 million as compared to Rs. 13,462 million last year.

No major disqualification has been made in the Auditors report.

96Management proposalTo declare a dividend for the financial year ending December 31, 2013..to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended December 31, 2013.97Management proposalTo appoint a Director in place of Mr. V.K. Viswanathan, who retires by rotation and being eligible offers himself for reappointment..to vote for the resolutionforMr. Viswanathan is on the Board since November 2007. Mr. V. K. Viswanathan, 63, is a Bachelor of Commerce from Madras University and a Chartered Accountant from Institute ofChartered Accountants of India. Prior to joining the Company, he was the Group Treasurer & Head of Mergers and Acquisitions with Hindustan Unilever Limited with which group he was associated in various capacities for 17 years in India and global headquarters in London.

The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same

98Management proposalTo re-appoint the Auditors and to fix their remunerationand in this regards pass with or without modification(s),the following resolution as an Ordinary Resolution:to vote for the resolutionfor The Company proposes to appoint Messrs. Price Waterhouse & Co.Bangalore, Chartered Accountants, (Registration No.007567S) , as auditor. Since it is in compliance with the provisions of the Companies act 2013, we may approve the same.

99Management proposalTo appoint Mr. Peter Tyroller as a Director of the Companyto vote for the resolutionforMr. Peter has been associated with the Company since July 2013. Mr. Tyroller, 57, completed his engineering studies at the University of Applied Sciences in Ulm, Germany, (1984). This was followed by a second course of studies in Engineering Management from the University of Applied Sciences in Frankfurt (am Main), Germany. He began his professional career with Alfred Teves GmbH (ITT Automotive) in Frankfurt, Germany in 1985. He served as the Director of the Airbag Systems Unit of Robert Bosch GmbH and Managing Director of United Airbag Systems GmbH, both in Schwieberdingen, Germany. He has been the Managing Director of Wiper Systems & Electrical MotorsDivision of Valeo Autoelectric GmbH & Co. KG, Bietigheim. He held the position as Executive Vice-President Sales, Gasoline Systems Division, Robert Bosch GmbH, Schwieberdingen in 2000 and later as President in 2003. Since the resolution is for regularization of his appointment we may vote for the resolution.

100Management proposalTo appoint Mr. Franz Hauber as Whole-time Director of the Company from January 01, 2014 to December 31, 2016on the terms and conditions including remuneration set out in the Agreement dated December 11, 2013to vote for the resolutionforMr. Franz has been associated with the Company since last 26 years. Mr. Hauber, 54, is a Mechanical Engineering degree holder from Fachhochschule Konstanz, Germany. He is associated with Bosch group since the last 26 years. Since the director complies with the requirements of the Companies act 2013 and the terms and conditions is within the provision of companies act 2013, we may vote for the resolution. 101Management proposalTo appoint Mr. Bernhard Steinruecke, , Director of the Companyas an Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up toMarch 31, 2019.to vote for the resolutionagainst Mr. Bernhard Steinruecke has been associated with the Company since 2005. . In line with the provisions of the Companies Act 2013. Mr. Bernhard Steinruecke cannot be considered as independent and further the resolution proposed is by way of Ordinary Resolution. It is proposed to vote AGAINST his appointment.102Management proposalTo appoint Mrs. Renu S Karnad,, Director of the Company as Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up toMarch 31, 2019to vote for the resolutionagainst Mrs. Renu S Karnad,, has been associated with the since 2007.. In line with the provisions of the Companies Act 2013. Mrs. Renu S Karnad,, cannot be considered as independent and further the resolution proposed is by way of Ordinary Resolution. It is proposed to vote AGAINST his appointment103Management proposalTo appoint Mr. Prasad Chandran,,, Director of the Company as Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up toMarch 31, 2019to vote for the resolutionagainst Mr. Prasad Chandran,,, has been associated with the since 2009. In line with the provisions of the Companies Act 2013. Mr. Prasad Chandran,,, cannot be considered as independent and further the resolution proposed is by way of Ordinary Resolution. It is proposed to vote AGAINST his appointment104Management proposalTo appoint Mr. Bhaskar Bhat,,, Director of the Company as Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up toMarch 31, 2019to vote for the resolutionforMr. Bhaskar Bhat,,,, has been associated with the since 2013. Since the appointment is in lines with the provisions of Companies Act 2013, we may vote for the resolution.10512/6/14Shree Cement LimitedPostal ballotManagement proposalAlteration of Articles of AssociationRotation and retirement of DirectorsTo what provisions he shall be subject toElectronic VotingParticipation through Electronic Mode - Board Meetingto vote for the resolutionforComments of the CS:

The Company proposes to amend its Articles of Association so as to comply with the requirements of the Companiea Act 2013 as well as the provisions of the Listing Agreement.

1) Company proposes to modify the relevant articles of its Articles of Association, which restrict the retirement of Managing Director (MD)/ Whole Time Directors (WTD) by rotation and provide that MD/WTD will also be liable to retire by rotation.2) To provide for electronic voting3) To recognize the video conferencing and other audio visual means as mode of participation in the Board Meeting

It is proposed to vote FOR the resolution.

10614/06/2014Infosys LimitedAGMManagement proposalAdoption of Financial Statementsto vote for the resolutionforThe Company has earned total revenue Rs. 46917 crore as on 31st March 2014 as compared to Rs. 38,980 crore as on 31st March 2013

The Company has incurred total expenses Rs. 32915 crore as on 31st March 2014 as compared to Rs. 26706 crore as on 31st March 2013

Profit before tax being Rs. 14002 crore as on 31st March 2014 as compared to Rs. 12357 crore as on 31st March 2013 .

No major disqualification has been made in the Auditors report.

107Management proposalTo declare a dividend for the financial year ending March 31, 2014.to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended March 31, 2014.108Management proposalTo appoint a Director in place of Mr. B G Srinivas, who retires by rotation and being eligible offers himself for re-appointment.to vote for the resolutionfor Mr. B G Srinivas has been with the Company since 1999. Mr.B G Srinivas, 53, holds degree in Mechanical Engineering from Bangalore University. Prior to joining the Company, he was with ABB at several leadership positions for 14 years.The Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same.

109Management proposalTo appoint a Director in place of Mr. S Gopalkrishnan, who retires by rotation and being eligible offers himself for reappointment.to vote for the resolutionforMr. S Gopalkrishnan has been with the Company since 1981. Mr. S Gopalkrishnan , 53, holds Masters degree in Physics and Computer Science from IIT- MadrasThe Directors appointment is in compliance with the provisions of the Companies act 2013. We may vote in favour of the same.

110Management proposalTo re-appoint the Auditors and to fix their remunerationand in this regards pass with or without modification(s),the following resolution as an Ordinary Resolution:to vote for the resolutionfor The Company proposes to appoint Messrs. BSR and Co., LLP, Chartered Accountants, (LLP Registration no AAB-8181) , as auditor for 4 years. Since it is in compliance with the provisions of the Companies act 2013, we may approve the same.111Management proposalAppointment of U B Pravin Rao as a Director, liable to retire by rotation and also as a Whole Time Directorto vote for the resolutionforThe Board had appointed Mr. U B Pravin Rao as additional Director w.e.f January 10, 2014 in its meeting held on January 10, 2014. Shri U B Pravin Rao holds office as additional director till conclusion of the AGM. It is proposed to appoint him as a Whole Time Director for five years. The remunerations details are within the provisions of the Companies act 2013. We may vote for the resolution. 112Management proposalTo appoint Mr. Kiran Mazumdar- Shaw as Independent Directorto vote for the resolutionfor2Mr. Kiran Mazumdar was appointed as additional Director w.e.f January 10, 2014 in its meeting held on January 10, 2014. He holds office as additional director till conclusion of the AGM. It is proposed to appoint him as a Independent Director for five years. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution. 113Management proposalTo appoint Carol M Browner as Independent Directorto vote for the resolutionforMr. Carol M Browner was appointed as additional Director w.e.f April 29, 2014. He holds office as additional director till conclusion of the AGM. It is proposed to appoint him as a Independent Director for five years. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.114Management proposalTo appoint Mr. Ravi Venkatesan as Independent Directorto vote for the resolutionforMr. Ravi Venkatesan director is proposed to be appointed as a Independent Director for five years. Mr. Ravi is a BS in engineering from IIT Bombay, an MS from Purdue University and a MBA from Havard Business school. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.115Management proposalContract to sell, lease, transfer, assign or otherwise dispose of the whole or part of the Products, Platforms, and Solutions (PPS) business undertaking of the Company to Edgeverve Systems limitedto vote for the resolutionagainst Edgevrve Systems Limited is a subsidiary of Infosys Limited. it is proposed to transfer a part of business to the subsidiary. The estimated consideration for the said sale is Rs. 480 crore. Since with the information provided by the Company is insufficient to determine a arms length deal or not, we may vote against the resolution.116Management proposalRetirement of Directorto vote for the resolutionagainst The Company proposes to not to till the vacant position of a director liable to retire by rotation and has not sought his re appointment. As per the Companies Act 2013 the Company is required to fill a vacancy within 3 months or latest by next Board meeting. Since this is against the spirit of Companies act 2013, it is proposed to vote against the resolution. 11725/06/2014HDFC Bank LimitedAGMManagement proposalAdoption of Financial Statementsto vote for the resolutionforThe Company has earned total revenue Rs. 490,551,751 thousand as on 31st March 2014 as compared to Rs. 419,174,962 thousands as on 31st March 2013

The Company has incurred total expenses Rs. 405,767,990 thousands as on 31st March 2014 as compared to Rs. 351,912,114 thousands as on 31st March 2013

Net profit being Rs. 84,783,761 thousand as on 31st March 2014 as compared to Rs. 67,262,848 thousands as on 31st March 2013 .

No major disqualification has been made in the Auditors report.

118Management proposalTo declare a dividend on equity shares..to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended March 31, 2014.119Management proposalTo appoint a director in place of Mrs. Renu Karnad, who retires by rotation and, being eligible, offers herself forre-appointmentto vote for the resolutionforMrs. Renu Karnad is a Director in the Company since January 2011. Mrs. Renu Karnad is a law graduate and also holds a Masters Degree in Economics from Delhi University. Mrs. Karnad is a Parvin Fellow-Woodrow Wilson School of International Affairs, Princeton University, U.S.A.Mrs. Renu holds Directorships in more than 10 public Companies. Companies Act 2013 provides for a period of one year for a director to re-consider its directorship in companys exceeding the limit prescribed under the act. The Directors appointment is in compliance with the provisions of the Companies act 2013.120Management proposalTo appoint a director in place of Mr. Keki Mistry, who retires by rotation and, being eligible, offers himself forre-appointment.To appoint a director in place of Mr. Keki Mistry, who retires by rotation and, being eligible, offers himself forre-appointment.To appoint a director in place of Mr. Keki Mistry, who retires by rotation and, being eligible, offers himself forre-appointment.to vote for the resolutionforMr Keki Mistry is a Director in the Company since 2012. Mr. Keki Mistry has obtained a Bachelors Degree in Commerce from the Mumbai University. Mr. Mistry is a Fellow Member of the Institute of Chartered Accountants of India.

Mr Keki Mistry holds Directorships in more than 10 public Companies. Companies Act 2013 provides for a period of one year for a director to re-consider its directorship in companys exceeding the limit prescribed under the act. The Directors appointment is in compliance with the provisions of the Companies act 2013.121Management proposalTo appoint the Auditors and to fix their remunerationand in this regards pass with or without modification(s),the following resolution as an Ordinary Resolution:to vote for the resolutionforThe Company proposes to appoint M/s Delloitte Haskins & Sells, Chartered Accountants, as auditor. Since the appointment is new appointment it is in compliance with the provisions of the Companies act 2013, we may approve the same.122Management proposalTo appoint Mr. Partho Datta, as Independent Directorto vote for the resolutionforMr. Partho Datta was appointed as additional Director w.e.f September 30, 2010. It is proposed to appoint him as a Independent Director aupto September 29, 2018. The explanation to Section 149 (11) provides that while determining the appointment of independent director any period served prior to commencement of act (i.e. 01.04.2014) shall not be considered. This resolution is being considered as a special resolution. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution. 123Management proposalTo appoint Dr. Pandit Palande as Independent Directorto vote for the resolutionforDr. Pandit Palande is a Director since April 2007. It is proposed to appoint him as a Independent Director upto April 23, 2015. The explanation to Section 149 (11) provides that while determining the appointment of independent director any period served prior to commencement of act (i.e. 01.04.2014) shall not be considered. This resolution is being considered as a special resolution. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.124Management proposalTo appoint Mr. Bobby Parikh as Independent Directorto vote for the resolutionforMr. Bobby Parikh is a Director since January 2011 It is proposed to appoint him as a Independent Director upto January, 26 2019. The explanation to Section 149 (11) provides that while determining the appointment of independent director any period served prior to commencement of act (i.e. 01.04.2014) shall not be considered. This resolution is being considered as a special resolution. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.125Management proposalTo appoint MrA N Roy as Independent Directorto vote for the resolutionforMr. A N Roy is a Director since January 2011 It is proposed to appoint him as a Independent Director upto January, 26 2019. The explanation to Section 149 (11) provides that while determining the appointment of independent director any period served prior to commencement of act (i.e. 01.04.2014) shall not be considered. This resolution is being considered as a special resolution. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.126Management proposalTo appoint Mr C M Vasudev as Independent Directorto vote for the resolutionforMr. C M Vasudev is a Director since August 2013. It is proposed to appoint him as a Independent Director upto August 26, 2014. The explanation to Section 149 (11) provides that while determining the appointment of independent director any period served prior to commencement of act (i.e. 01.04.2014) shall not be considered. This resolution is being considered as a special resolution. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.127Management proposalTo appoint Mr Vijay Merchant as Independent Directorto vote for the resolutionforMr. Vijay Merchant is a Director since March 2013. It is proposed to appoint him as a Independent Director upto October 4, 2015. The explanation to Section 149 (11) provides that while determining the appointment of independent director any period served prior to commencement of act (i.e. 01.04.2014) shall not be considered. This resolution is being considered as a special resolution. Since the appointment is in compliance with the provisions of the Companies Act 2013, we may vote for the resolution.128Management proposalIssue of equity sharesand/or equity shares through depository receipts and/or securities convertible into equity shares at the option ofthe Bank and/or the holders of such securities, and/or securities linked to equity shares and/or any instrumentor securities representing equity shares and/or convertible securities linked to equity shares up to an aggregate value of INR 10,000 croreto vote for the resolutionforSince the said proposal will increase share value and also benefit the unit holders its is proposed to vote for the resolution129Management proposalacquiring and holding equity shares of the Bank, by the Foreign Institutional Investors (FIIs), ForeignDirect Investment covering ADRs / GDRS and indirect foreign investment up to an aggregate limit of 74% ofthe paid up equity share capital of the Bankto vote for the resolutionforSince the said proposal will increase share value and also benefit the unit holders its is proposed to vote for the resolution13018/06/2014Reliance Industries LimitedAGMManagement proposalTo consider and adopt: (a) the audited financial statement of the Company for the financial year ended March 31, 2014, the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2014.to vote for the resolutionforThe Company has earned total revenue Rs. 399053 crore as on 31st March 2014 as compared to Rs. 368295 crore as on 31st March 2013

The Company has incurred total expenses Rs. 371235 crore as on 31st March 2014 as compared to Rs. 342011 crore as on 31st March 2013

Net profit being Rs. 21,984 crore as on 31st March 2014 as compared to Rs. 21,003 crore as on 31st March 2013 .

No major disqualification has been made in the Auditors report, Secretarial Audit report.

131Management proposalTo declare a dividend on equity shares.to vote for the resolutionforWe propose voting in favor of the resolution to declare dividend on equity shares for the year ended March 31, 2014.132Management proposalTo appoint a Director in place of Shri Nikhil R. Meswani (DIN: 00001620), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.to vote for the resolutionforShri Nikhil Meswani is a Director in the Company since July 1988. Shri Nikhil Meswani is a Chemical Engineer. He is primarily responsible for Petrochemicals Division and has contributed largely to Reliance to become a global leader in Petrochemicals. Earlier, he handled refinery business between 1997 and 2005. He was also responsible for integration of IPCL with Reliance businesses. In addition, he continues to shoulder several other corporate responsibilities such as Corporate Affairs and Groups taxation policies. He also takes keen interest in IPL cricket franchise Mumbai Indians.The Directors appointment is in compliance with the provisions of the Companies act 2013. However, keeping in view good corporate governance practice we may vote for the resolution.

133Management proposalTo appoint M/s. Chaturvedi & Shah, Chartered Accountants (Registration No. 101720W), Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W / W 100018) and M/s. Rajendra & Co., Chartered Accountants (Registration No. 108355W), as Auditors and fix their remunerationto vote for the re