Mirae Asset Mutual Fund

Annual Report 2017 - 18

 Mirae Asset Mutual Fund
Annual Report 2017-18
Board of Directors Asset Management Company:

Mirae Asset Trustee Company Private Limited Mirae Asset Global Investments (India)
Private Limited (‘the AMC’)
Mr. V. B. Haribhakti Chairman Registered & Corporate Office:
Unit No. 606, Windsor Building,
Mr. S. T. Gerela Director (Independent)
Off. C.S.T. Road, Kalina, Santacruz (East) ,
Mr. K. Ramasubramanian Director (Independent) Mumbai - 400 098.
CIN: U65993MH2006FTC165663
Mr. M. L. Soneji Director (Independent)

Custodian:
Mirae Asset Global Investments (India)
M/s. Deutsche Bank AG
Private Limited
Block 1, Nirlon Knowledge Park,
Mr. Yogesh Chadha Director (Independent) Off Western Express Highway,
Goregaon (East) , Mumbai - 400 063, India.
Mr. Ananth Narayan Additional Director (Independent)
Gopalakrishnan w.e.f May 29, 2018

Mr. Swarup Mohanty Director & CEO (Associate) Statutory Auditor:

M/s. Chokshi & Chokshi LLP
Mr. Junyoung Hong Director (Associate)
15/17, Raghavji ‘B’ Bldg.,
*Mr. B. N. Chakraborty ceased to be an Independent Director w.e.f Gowalia Tank, Off. Kemps Corner,
February 21, 2018. Mumbai - 400 036.

Sponsor: Registrar & Transfer Agent:

Mirae Asset Global Investments Company Limited Karvy Computershare Private Limited
Karvy Selenium, Tower-B, Plot No. 31 & 32,
Registered office:
Financial District, Nankramguda,
13F, Tower 1, 33, Jong-ro,
Serilingampally Mandal, Ranga Reddy District,
Jongno-gu, Seoul 03159
Hyderabad - 500 032, India.
Republic of Korea

Trustee:
Mirae Asset Trustee Company Private Limited
Registered Office: Unit No.606, Windsor Building, Off. C.S.T. Road, Kalina, Santacruz (East) , Mumbai - 400 098
CIN: U65191MH2007FTC170231

THE AMC BRANCH OFFICES:

OFFICIAL POINT OF Acceptance OF TRANSACTIONS (OPAT): l Ahmedabad - 201, 2nd Floor, Abhijeet-I, Mithakhali Circle, Near HDFC Bank,
Ahmedabad - 380 009. Tel-079-44227777. l Bangalore - Unit Nos. 308, 2nd Floor, Prestige Meridian-II, No.30, M.G. Road, Bangalore - 560 001. Tel-080-44227777.
l Chandigarh - SCO 333-334, F. F. Sector 35-B, Chandigarh - 160 031. Tel. 98780 03820 / 0172-5030688. l Chennai - Premises No. 206, Challa Mall, 11-
11A, Sir Theyagaraya Road, T. Nagar, Chennai - 600 017. Tel-044-44227777. l Jaipur-322, Ganpati Plaza, M I Road, Jaipur - 302 001.Tel: 9828866622.
l Kanpur - 1st Floor, Shop No.111, KAN Chambers, 14/113, Civil Lines, Kanpur, Uttar Pradesh - 208001. Tel-0512-6510007.l Kolkata-Krishna Building, Room
No.510, 5th Floor, 224 A J C Bose Road, Beck Bagan Junction, Kolkata - 700017. Tel-033-44227777. l Mumbai (Corporate Office) - Unit No. 606, 6th Floor,
Windsor Bldg., Off. CST Road, Kalina, Santacruz (E), Mumbai - 400 098. Tel-022-67800300. l New Delhi-Office No.1010, 10th Floor, Indraprakash Building,
21 Barakhamaba Road, Connaught Place, New Delhi - 110001. Tel-011-44227777. l Pune-74, 4th Floor, Sreenath Plaza, Dnyaneshwar Paduka Chowk,
F C Road, Shivaji Nagar, Pune - 411005. Tel-020-40177300. l Secunderabad - No. 208, Legend Crystal Building, 2nd Floor, P.G. Road, Secunderabad - 500 003.
NON OPAT BRANCHES: l Lucknow - Office No. 308, 3rd Floor, Saran Chamber-II, 5, Park Road, Lucknow - 226 001. l Bhubaneswar - Office No. 202,
2nd Floor, Janpath Tower, Ashok Nagar, Bhubaneswar - 751 009. Tel-9778673901
11th Annual Report 2017 - 2018

Dear Investor,

Mirae Asset Mutual Fund completed a very important milestone this year, as it completed 10 years of fund management in India. The AMC has
now established a stronger foothold in the Indian Mutual Fund Industry and is one of the fastest growing AMCs in India based on the rate of AUM
growth and the Industry participants are recognizing the same. I am happy to share that your AMC’s AUM has crossed the important threshold of
INR 20,000 crores (on 9th July 2018) – a growth of close to 100% (AUM was Rs.10,769.40 crores July’2017). The journey over the last 5 years
has been even more impressive with 40 times growth in AUM (AUM was ~Rs. 500 crores on 31st July, 2013).

In the financial year 2017-2018, your AMC launched 1 debt fund Mirae Asset Short Term Fund and collected Rs. 100 crores in the NFO. This will help
enhance the fixed income offering and provide investors a suitable product to ride the interest rate volatility. Your AMC also launched Mirae Asset
Healthcare Fund in June 2018, and collected Rs.182 crores in the NFO with more than 15,000 investor folios. We will keep enhancing the product
offering with more products this financial year. Your AMC had also changed the fundamental attributes of Mirae Asset Great Consumer Fund, Mirae
Asset Emerging Bluechip Fund, Mirae Asset Prudence Fund (currently known as Mirae Asset Hybrid Equity Fund) and Mirae Asset Savings Fund,
based on the latest SEBI categorization. In an important decision your AMC stopped further SIP subscription for Mirae Asset Emerging Bluechip
Fund to only 1 day (10th of every month) and capped at Rs. 25,000 per investor, to protect the interest of existing investors.

We are happy to share that your AMC has witnessed a significant surge in the number of new clients with the investor folios crossing 10,00,000 (with
close to 5,00,000 SIP investors). The SIP flows have also grown significantly. Thus have grown from Rs. 29 crores in March 2016 to Rs. 115 crores
in May 2017 and now stands at a monthly inflows in excess of Rs. 250 crores in May 2018. This shows our growing trust amongst our investors.
We are committed to follow the Core Value of “Client First”. The fund house continues its endeavor to generate risk adjusted performance for its
investors and also declare dividends under its various equity schemes.

We have enhanced our online transaction through the website to make it user friendly and provide ease of navigation. We are now offering Online
SIP registration (through Mirae Asset I-SIP), E-KYC from which first time investors can also transact in Mutual Funds. First time Investors can also
transact online on our website. Investors can update their contact details, check unclaimed dividend and redemption status. We continue to update
our investors on our funds, markets and important events through the website and emails and also share insightful articles on investor education
through our Mirae Asset Knowledge Academy. We also started Mirae Asset DIT, through which distributors can initiate transactions on behalf of the
investors. This we believe will help us expand our distributor and investor base across the country.

We have also expanded our overseas business and the AUM of funds advised by Mirae Asset is now in excess of USD 1 billion. The offshore
business provides an alternate source of business for the AMC. Mirae Asset has also set up a Category II AIF (Alternate Investment Fund) which
will provide credit to residential real estate sector. Our goal in the long term is to become one of the major players in the Indian Mutual Fund Industry
with a complete product basket across asset classes and deliver risk adjusted returns to our investors.

We would like to thank you for investing in our funds and wish you very happy investing in the future.

Thanking you,

Swarup Mohanty
CEO - Mirae Asset Global Investments (India) Pvt. Ltd.

3
11th Annual Report 2017 - 2018

TRUSTEE REPORT OF
MIRAE ASSET MUTUAL FUND FOR THE YEAR ENDED MARCH 31, 2018

Dear Unit holder,

The Trustee Company presents its Eleventh report and the audited financial statements of the Schemes of Mirae Asset Mutual Fund (the “Fund”), for the
year ended March 31, 2018.

MIRAE ASSET MUTUAL FUND

Mirae Asset Mutual Fund completed a very important milestone this year, as it completed 10 years of fund management in India. The AMC has now
established a stronger foothold in the Indian Mutual Fund Industry and is one of the fastest growing AMCs in India based on the rate of AUM growth. The
AMC’s AUM has crossed the important threshold of INR 20,000 crores (on 9th July 2018) – a growth of close to 100% (since last July’2017). The journey
over the last 5 years has been even more impressive with 40 times growth in AUM (AUM was ~Rs. 500 crores on 31st July, 2013). We are happy to
share that your AMC has witnessed a significant surge in the number of new clients with the investor folios crossing 10,00,000 (with close to 5,00,000 SIP
investors). The SIP flows have also grown significantly and have been growing from Rs. 29 crores in March 2016 to monthly inflows in excess of Rs. 250
crores in May 2018. This shows we are getting trust of our investors.
In the financial year 2017-2018, your AMC launched 1 debt fund: Mirae Asset Short Term Fund and also launched Mirae Asset Healthcare Fund, an open
ended equity scheme investing in healthcare and allied sectors in June 2018. As on date, the AMC managed 10 schemes of Mirae Asset Mutual Fund. The
break-up of the schemes are 6 open-ended equity schemes including 1 ELSS & 4 open-ended liquid/ debt schemes.
We have enhanced our online transaction through the website to make it user friendly and provide ease of navigation. We are now offering Online SIP
registration (through Mirae Asset I-SIP), E-KYC from which first time investors can also transact in Mutual Funds. Investors can update their contact details,
check unclaimed dividend and redemption status. We continue to update our investors on our funds, markets and important events through the website
and emails and also share insightful articles on investor education through our Mirae Asset Knowledge Academy. We also started Mirae Asset DIT, through
which distributors can initiate transactions on behalf of the investors. This we believe will help us expand our distributor and investor base across the country.
Our goal in the long term is to become one of major players in the Indian Mutual Fund Industry with a complete product basket across asset classes and
deliver risk adjusted returns to our investors.

Scheme Performance, Future Outlook and Operations of the Schemes

1. PERFORMANCE AND OPERATIONS OF THE SCHEMES.
(I) Mirae Asset India Equity Fund (MAIEF), Multi Cap Fund - An open-ended equity scheme investing across large cap, mid cap, small
cap stocks
The performance of Mirae Asset India Equity Fund (erstwhile known as Mirae Asset India Opportunities Fund as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns
Scheme returns (%) S&P BSE 200 Scheme returns (%) S&P BSE 200
(CAGR)
Since Inception 16.21% 10.41% 18.83% 13.43%
Last 1 year 12.34% 12.49% 13.13% 12.49%
Last 3 years 11.39% 9.29% 12.24% 9.29%
Last 5 years 20.66% 15.78% 21.68% 15.78%
NAV as on 31/03/2018 44.82 - 46.86
Since Inception date of the Scheme: April 04, 2008; Direct Plan was introduce on January 01, 2013
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.10/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has outperformed the benchmark returns over 1 year, 3 years,
5 years and since inception returns (except for Last 1 year for Regular Plan). The Scheme had slightly underperformed its benchmark on 1 year
basis majorly due to underperformance in select stocks of the portfolio in Textiles and Construction sectors. Also, the performance over 5 years
and since inception continues to be healthy.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:
NAV per unit (Rs.) Dividend Per Unit (Rs.)
Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset India Equity Fund - Regular - Dividend Plan 17.431 3.7 3.7
Mirae Asset India Equity Fund - Regular - Growth Plan 44.815 NA NA
Mirae Asset India Equity Fund - Direct - Dividend Plan 32.957 NIL NIL
Mirae Asset India Equity Fund - Direct - Growth Plan 46.858 NA NA
NA – Not Applicable
The Scheme aims to maximize the long term capital appreciation by finding investment opportunities resulting from Indian economic growth and
its structural shifts through investing in equities, equities related securities with risk mitigating and controlling measures.
The net assets of Mirae Asset India Equity Fund stood at Rs. 6,775.38 crores as at March 31, 2018 as against Rs. 3,409.78 crores as at March
31, 2017 and out of the total net assets as on March 31, 2018, 97.02 % was invested in equity shares and balance in CBLO and Others.
The Scheme has flexibility to invest between 65% to 100% of its net asset in Indian Equities and Equity Related Securities and upto 35% of its
net assets in Money market instruments/debt securities Instruments (Including upto 25% of corpus in securitized debt). The exact mix of equity
and debt is a function of equity market valuation and outlook, interest rates and the outlook for the same. The scheme can invest upto 50% of Net
Assets of Scheme into equity derivatives instruments.

4
11th Annual Report 2017 - 2018

(iI) Mirae Asset EMERGING BLUECHIP Fund (MAEBF), Large & Mid Cap Fund - An open ended equity scheme investing in both large
cap and mid cap stocks
The performance of Mirae Asset Emerging Bluechip Fund as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns Nifty Free Float Nifty Free Float
Scheme returns (%) Scheme returns (%)
(CAGR) Midcap 100 Midcap 100
Since Inception 22.36% 12.53% 27.24% 16.58%
Last 1 year 11.69% 14.61% 12.50% 14.61%
Last 3 years 17.57% 12.52% 18.53% 12.52%
Last 5 years 30.24% 19.78% 31.42% 19.78%
NAV as on 31/03/2018 47.52 49.85
Since Inception date of the Scheme: July 09, 2010; Direct Plan was introduce on January 01, 2013
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.10/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has always outperformed the benchmark returns over 3 years,
5 years and since inception returns. The Scheme had underperformed its benchmark on 1 year basis majorly due to underperformance in select
stocks of the portfolio in Chemicals, Services, Auto and Pharmaceuticals Sector. However, the performance since inception continues to be healthy.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:
NAV per unit (Rs.) Dividend Per Unit (Rs.)
Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Emerging Bluechip Fund - Regular - Dividend Option 28.52 2.5 2.5
Mirae Asset Emerging Bluechip Fund - Regular - Growth Option 47.52 NA NA
Mirae Asset Emerging Bluechip Fund - Direct - Dividend Option 45.46 NIL NIL
Mirae Asset Emerging Bluechip Fund - Direct - Growth Option 49.85 NA NA
NA – Not Applicable
The investment objective of the scheme is to generate income and capital appreciation from a portfolio primarily investing in Indian equities and equity
related securities of large cap and mid cap companies at the time of investment. From time to time, the fund manager may also seek participation
in other Indian equity and equity related securities to achieve optimal Portfolio construction. The Scheme does not guarantee or assure any returns.
The net assets of Mirae Asset Emerging Bluechip Fund stood at Rs. 5,006.07 Crores as at March 31, 2018 as against Rs. 3,531.76 Crores as at
March 31, 2017 and out of the total net assets as on March 31, 2018, 98.11% of the net assets were invested in equity shares, 0.09% in MF Units
and balance in CBLO and others.
The Scheme has flexibility to invest between 35% to 65% of its net asset in Indian Equities and Equity Related Securities of companies which are
part of the top 100 stocks by market capitalization and 35% to 65% of its net assets into Indian Equities and Equity Related Securities of Mid cap
companies which are not part of the Top100 stocks but fall within Top 250 stocks by market capitalization at the time of investment and rest upto
30% into Other Indian Equities and Equity Related Securities/ Money market instruments (including CBLO)/debt securities Instruments. The exact
mix of equity and debt is a function of equity market valuation and outlook, interest rates and the outlook for the same.

(III) Mirae Asset Hybrid equity Fund (MAhef), Aggressive Hybrid Fund - An open-ended hybrid scheme investing predominantly in
equity and equity related instruments
The performance of Mirae Asset Hybrid Equity Fund (erstwhile known as Mirae Asset Prudence Fund) as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns CRISIL Balanced CRISIL Balanced
Scheme returns (%) Scheme returns (%)
(CAGR) Fund Index Fund Index
Since Inception 10.75% 9.90% 12.77% 9.90%
Last 1 year 9.15% 9.96% 11.08% 9.96%
NAV as on 31/03/2018 13.13 13.79
Since Inception date of the Scheme: July 29, 2015
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.10/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has outperformed the benchmark since inception. The Scheme
has underperformed its benchmark in 1 year period (Regular option) majorly due to underperformance in select stocks of the portfolio in the sectors
of Petroleum Products, Pharmaceuticals and Services.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:
Scheme Description NAV per unit (Rs.) Dividend Per Unit (Rs.)
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Hybrid Equity Fund - Regular - Dividend Option 12.169 0.66 0.66
Mirae Asset Hybrid Equity Fund - Regular - Growth Option 13.128 NA NA
Mirae Asset Hybrid Equity Fund - Direct - Dividend Option 12.763 0.70 0.70
Mirae Asset Hybrid Equity Fund - Direct - Growth Option 13.788 NA NA
NA – Not Applicable.

5
11th Annual Report 2017 - 2018

The investment objective of the Scheme is to generate capital appreciation along with current income from a combined portfolio of predominantly investing
in equity & equity related instruments and balance in debt and money market instruments. The Scheme does not guarantee or assure any returns.
The net assets of Mirae Asset Hybrid Equity Fund stood at Rs. 1,109.50 Crores as at March 31, 2018 as against Rs. 459.58 Crores as at March 31,
2017 and out of the total net assets as on March 31, 2018, 72.72 % was invested in equity shares, 26.01% in Debt and Money market instruments
and balance in CBLO.
The Scheme has flexibility to invest between 65% to 80% of its net asset in Equities and Equity Related Securities and 20%-35% shall be invested
in Debt & Money Market Instruments. The exact mix of equity and debt is a function of equity market valuation and outlook, interest rates and the
outlook for the same.

(IV) Mirae Asset TAX SAVER Fund (MATSF), ELSS - An open ended equity linked saving scheme with a statutory lock in of 3 years and
tax benefit.
The performance of Mirae Asset Tax Saver Fund as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns
Scheme returns (%) S&P BSE 200 Scheme returns (%) S&P BSE 200
(CAGR)
Since Inception 21.90% 14.57% 23.40% 14.45%
Last 1 year 16.14% 12.49% 17.53% 12.49%
NAV as on 31/03/2018 15.61 16.11
Since Inception date of the Scheme: December 28, 2015
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.10/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has outperformed the benchmark returns since inception as well
as in the last one year. The Scheme had outperformed its benchmark on majorly due to better Stock picking in Cement, Auto and Consumer Non
Durables sectors.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:

NAV per unit (Rs.) Dividend Per Unit (Rs.)

Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Tax Saver Fund - Regular Plan - Growth Option 13.621 NA NA
Mirae Asset Tax Saver Fund - Regular Plan - Dividend Option 13.055 1.25 1.25
Mirae Asset Tax Saver Fund - Direct Plan - Dividend Option 13.314 1.25 1.25
Mirae Asset Tax Saver Fund - Direct Plan - Growth Option 13.891 NA NA
NA – Not Applicable
The investment objective of the scheme is to generate long-term capital appreciation from a diversified portfolio of predominantly equity and equity
related instruments. The Scheme does not guarantee or assure any returns.
The net assets of Mirae Asset Tax Saver Fund stood at Rs. 904.75 Crores as on March 31, 2018 as against Rs. 322.12 Crores as at March 31,
2017 and out of the total net assets as on March 31, 2018, 95.71 % was invested in equity shares and balance in CBLO and others.
The Scheme has flexibility to invest between 80% to 100% of its net asset in Equities and Equity Related Securities and upto 20% of its net assets
in Debt Instruments, Money Market Instruments, G-Secs, Cash, CBLO, Reverse Repo, etc. The exact mix of equity and debt is a function of equity
market valuation and outlook, interest rates and the outlook for the same.

(V) Mirae Asset Great Consumer Fund (MAGCF), Sectoral/Thematic Fund - An open ended equity scheme following consumption
theme
The performance of Mirae Asset Great Consumer Fund as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns
Scheme returns (%) S&P BSE 200 Scheme returns (%) S&P BSE 200
(CAGR)
Since Inception 17.91% 11.16% 18.97% 13.43%
Last 1 year 23.77% 12.49% 25.39% 12.49%
Last 3 years 12.34% 9.29% 13.83% 9.29%
Last 5 years 20.76% 15.78% 22.26% 15.78%
NAV as on 31/03/2018 31.72 33.82
Inception date of the Scheme: March 29, 2011; Direct Plan was introduce on January 01, 2013
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.10/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has outperformed the benchmark returns over 1 year, 3 years,
5 years and since inception returns. The out-performance is majorly due to Stock Selection in non durables.

6
11th Annual Report 2017 - 2018

The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:

NAV per unit (Rs.) Dividend Per Unit (Rs.)

Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Great Consumer Fund- Regular - Dividend Option 16.183 1.70 1.70
Mirae Asset Great Consumer Fund- Regular - Growth Option 31.715 NA NA
Mirae Asset Great Consumer Fund- Direct - Dividend Option 31.894 2.00 2.00
Mirae Asset Great Consumer Fund- Direct - Growth Option 33.818 NA NA
NA – Not Applicable
The investment objective of the scheme is to generate long term capital appreciation by investing in a portfolio of companies/funds that are likely
to benefit either directly or indirectly from consumption led demand in India. The Scheme does not guarantee or assure any returns.
The net assets of Mirae Asset Great Consumer Fund stood at Rs. 286.38 Crores as at March 31, 2018 as against Rs. 62.45 Crores as at March
31, 2017 and out of the total net assets as on March 31, 2018, 92.81% of the net assets were invested in equity shares and balance in CBLO and
others.
The Scheme has flexibility to invest between 80% to 100% of its net asset in Indian Equities and Equity Related Securities of companies that are
likely to benefit either directly or indirectly from consumption led demand and upto 20% of its net asset in Money market instruments (including
CBLO)/debt securities Instruments and/or units of debt/liquid schemes of domestic Mutual Funds. The exact mix of equity and debt is a function
of equity market valuation and outlook, interest rates and the outlook for the same.

(VI) MIRAE ASSET CASH MANAGEMENT FUND (MACMF), Liquid Fund - An open ended liquid scheme
The performance of Mirae Asset Cash Management Fund as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns CRISIL Liquid Fund CRISIL Liquid Fund
Scheme returns (%) Scheme returns (%)
(CAGR) Index Index
Since Inception 6.68% 7.45% 7.85% 8.09%
Last 1 year 6.68% 6.84% 6.78% 6.84%
Last 3 years 7.07% 7.34% 7.29% 7.34%
Last 5 years 7.67% 8.09% 7.88% 8.09%
NAV as on 31/03/2018 1813.70 1832.32
Since Inception date of the Scheme: January 12, 2009; Direct Plan was introduce on January 01, 2013
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.1000/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has marginally underperformed the benchmark over 1 year, 3
years, 5 years and since inception returns. The Scheme underperformed its benchmark due to Underweight on high yielding Commercial Papers
and Overweight on Certificate of Deposits, however the fund’s credit quality is better than the benchmark.
The scheme is meant for investors to deploy their funds for a short period of time. The intention is to offer superior returns at lower level of risk
while maintaining the liquidity profile.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:

NAV per unit (Rs.) Dividend Per Unit (Rs.)

Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Cash Management Fund - Regular - Daily Dividend Plan 1066.4347 48.28 44.73
Mirae Asset Cash Management Fund - Regular - Weekly Dividend Plan 1152.5501 52.76 48.88
Mirae Asset Cash Management Fund - Regular - Monthly Dividend 1153.1888 52.90 49.01
Mirae Asset Cash Management Fund - Regular - Growth 1813.6955 NA NA
Mirae Asset Cash Management Fund - Direct - Daily Dividend 1075.8332 49.30 50.12
Mirae Asset Cash Management Fund - Direct - Growth 1832.3174 NA NA
Mirae Asset Cash Management Fund - Direct - Weekly Dividend 1216.2089 54.53 50.52
Mirae Asset Cash Management Fund - Direct - Direct Monthly Dividend 1135.5376 22.89 21.21
The investment objective of the scheme is to generate consistent returns with a high level of liquidity in a judicious portfolio mix comprising of
money market and debt instruments. The Scheme does not guarantee any returns.
The net assets of Mirae Asset Cash Management Fund stood at Rs. 2,733.27 crores as at March 31, 2018 as against Rs. 245.65 crores as at
March 31, 2017 and out of the total net assets as on March 31, 2018, 99.37 % of the net assets were invested in money market instruments and
balance in CBLO and others.
The Scheme has flexibility to invest of its net asset in Money Market Instruments and Debt Instruments with residual maturity up to 91 days.

(VII) MIRAE ASSET SAVINGS FUND (MASF), Low Duration Fund - An Open ended low duration Debt Scheme investing in instruments with Macaulay
duration of the portfolio between 6 months and 12 months (please refer to page no. 20 of SID)

7
11th Annual Report 2017 - 2018

The performance of Mirae Asset Savings Fund as on March 31, 2018 is as follows:-
Particulars Regular Plan – Growth option Direct Plan – Growth option
Compounded Annualised Growth Returns CRISIL Liquid Fund CRISIL Liquid Fund
Scheme returns (%) Scheme returns (%)
(CAGR) Index Index
Since Inception 7.26% 8.08% 7.90% 8.09%
Last 1 year 5.81% 6.79% 6.59% 6.79%
Last 3 years 6.48% 7.32% 7.32% 7.32%
NAV as on 31/03/2018 1496.98 1556.93
Since Inception date of the Scheme: March 05, 2008; Direct Plan was introduce on January 01, 2013
Past performance may or may not be sustained in future. The calculations of returns shall assume reinvestment of all payouts at the then
prevailing NAV. The returns shown above are compounded annualised growth returns (CAGR) and are calculated on Rs.1000/- invested at inception.
For Regular Plan – Growth Option and Direct Plan – Growth Option, the Scheme has marginally underperformed the benchmark over 1 year, 3
years, 5 years and since inception returns. The Scheme underperformed its benchmark in the 1 year period as it had lower average maturity and
due to Underweight on high yielding debt papers, however the fund’s credit quality is better than the benchmark.
The investment objective of the scheme is to seek to generate returns with a portfolio comprising of debt and money market instruments, such that
Macaulay duration of the portfolio is between 6 months – 12 months. The Scheme does not guarantee any returns.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:

NAV per unit (Rs.) Dividend Per Unit(Rs.)

Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Savings Fund - Regular Savings - Growth Option 1496.9789 NA NA
Mirae Asset Savings Fund - Regular Savings - Dividend Plan (Quarterly) 1034.2456 55.96 51.85
Mirae Asset Savings Fund - Regular Savings - Monthly Dividend 1099.698 41.59 38.54
Mirae Asset Savings Fund - Regular Savings - Weekly Dividend 1118.5252 43.41 40.22
Mirae Asset Savings Fund - Regular Savings - Daily Dividend 1017.7214 40.78 37.78
Mirae Asset Savings Fund - Direct - Growth 1556.9346 NA NA
Mirae Asset Savings Fund - Direct - Quarterly Dividend 1056.4201 63.11 58.47
Mirae Asset Savings Fund - Direct - Daily Dividend 1224.0164 53.93 49.96
Mirae Asset Savings Fund - Direct - Weekly Dividend 1469.877 25.28 23.42
Mirae Asset Savings Fund - Direct - Monthly Dividend 1172.808 19.23 17.81

The net assets of Mirae Asset Savings Fund stood at Rs. 370.04 Crores as at March 31, 2018 as against Rs. 242.45 Crores as at March 31, 2017
and out of the total net assets as on March 31, 2018, 68.39% of the net assets were invested in Debt Securities and balance in CBLO and others.
The Scheme has flexibility to invest upto 100% of its net asset in Money Market Instruments and Debt Instruments such that the Macaulay duration
of the portfolio is between 6 months and 12m months.

(VIII) MIRAE ASSET DYNAMIC BOND FUND (MADBF), Dynamic Bond Fund - An Open-ended dynamic debt scheme investing across duration
Mirae Asset Dynamic Bond Fund (MADBF), an open-ended income scheme, was launched by the AMC on March 24, 2017.
Particulars Regular Plan – Growth option Direct Plan – Growth option
CRISIL Composite CRISIL Composite
Compounded Annualised Growth Returns (CAGR) Scheme returns (%) Scheme returns (%)
Bond Fund Index Bond Fund Index
Since Inception 3.38% 5.60% 4.35% 5.60%
Last 1 year 2.78% 5.06% 4.34% 5.06%
NAV as on 31/03/2018 10.34 10.49

The objective of the Scheme is to generate optimal returns through active management of a portfolio of debt and money market 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 has underperformed the benchmark for the past 1 year and since inception primarily due to unfavorable yield curve change
movement.
The details of the NAV and dividend declared by the fund during the financial year 2017-18 are as follows:

NAV per unit (Rs.) Dividend Per Unit (Rs.)

Scheme Description
March 31, 2018 INDIVIDUAL NON INDIVIDUAL
Mirae Asset Dynamic Bond Fund - Regular Plan - Growth Option 10.3412 NIL NIL
Mirae Asset Dynamic Bond Fund - Regular Plan - Dividend Option 10.3412 NIL NIL
Mirae Asset Dynamic Bond Fund - Direct Plan - Dividend Option 10.4943 NIL NIL
Mirae Asset Dynamic Bond Fund - Direct Plan - Growth Option 10.4943 NIL NIL

The net assets of Mirae Asset Dynamic Bond Fund stood at Rs. 54.67 Crores as at March 31, 2018 as against Rs. 51.91 Crores as at March 31,
2017 and out of the total net assets as on March 31, 2018, 100.00% of the net assets were invested in money market instruments, Bond and CBLO.
The Scheme has flexibility to invest between 0% to 100% of its net asset in Money Market Instruments and Debt Instruments.

8
11th Annual Report 2017 - 2018

(IX) MIRAE ASSET SHORT TERM FUND (MASTF)*, Short Duration Fund - An open ended short term debt scheme investing in instruments such that
the Macaulay duration of the portfolio is between 1 year to 3 years (please refer to page no. 24 of SID)
Mirae Asset Short Term Fund (MASTF), Short Duration Fund - An open ended short term debt scheme investing in instruments such that the
Macaulay duration of the portfolio is between 1 year to 3 years (please refer to page no. 24 of SID) was re-opened for sale & re-purchase by the
AMC on March 19, 2018.

(X) MIRAE ASSET HEALTHCARE FUND (MAHF)*, an open ended equity scheme investing in healthcare and allied sectors.
Mirae Asset Healthcare Fund, An open ended equity scheme investing in healthcare and allied sectors was re-opened for sale & re-purchase by
the AMC on July 03, 2018.
*Since the Schemes have not completed one year, performance of the Schemes are not given.

2. FUTURE OUTLOOK
The Mutual Fund Industry has seen robust AUM growth over the last 3 years. Average Assets Under Management (AAUM) of Indian Mutual Fund
Industry for the month of June 2018 stood at Rs. 22.86 lakh crores from 18.96 lakh crore in June 2017. In the last decade, the AUM of the Indian
MF Industry has grown 7 times. The growth over the last 2 years has been great due to robust SIP inflows. The Indian Mutual Funds have currently
about 2.23 crore (22.3 million) SIP accounts through which investors regularly invest in Indian Mutual Fund schemes. AMFI data shows that the MF
industry had added about 9.58 lacs SIP accounts each month on an average during the FY 2018-19, with an average SIP size of about Rs. 3,275 per
SIP account. The monthly SIP inflows are currently standing at Rs. 7,300 crores (as on May’ 2018). The corresponding numbers were 1.40 crore (14
million) SIP accounts with monthly inflows of Rs. 4,584 crores in May’2017. AMFI has been carrying out a massive investor education campaign called
“Mutual Fund Sahi Hai”, which has caused huge visibility for Mutual Fund as a preferred investment product.
The AMC has witnessed a significant surge in the number of new clients with the investor folios crossing 10,00,000 (with close to 5,00,000 SIP investors).
The SIP flows have also grown significantly and have been growing from Rs. 29 crores in March 2016 to in excess of Rs. 250 crores in May 2018. A
large no of investors have been invested with the AMC, through various digital platforms, including the AMC website. The AMC will be enhancing online
transaction website to make it user friendly and provide ease of navigation for both investors and partners.
Mirae Asset Mutual Fund is working on leveraging its global presence to raise funds from foreign investors in Mirae Asset Schemes and for providing
advisory services. With our domestic funds exhibiting robust performance track record, Mirae Asset Mutual Fund is trying to get institutional mandates
as well. AUM of funds advised by Mirae Asset is now in excess of USD 1 billion and provides, an alternate source of business for the AMC. Mirae Asset
has also set up an AIF (Alternate Investment Fund) which will provide credit to residential real estate sector. Our goal in the long term is to become
one of major players in the Indian Mutual Fund Industry with a complete product basket across asset classes and deliver risk adjusted returns to our
investors.
On the distribution front too, Mirae Asset India has taken steps and has tied-up with some of the best names in the distribution domain. The fund house
has ensured a prudent mix of distribution partners from IFAs (currently around 10,000 + IFA distributors empaneled), Banks and National distributors.
This has ensured that the distribution model is de-risked as well as equipped to take advantages of market opportunities. Both the flagship funds have
achieved important AUM milestones, which will make them qualified to be sold by many leading banks and wealth outfits, which may help in faster
AUM growth in the next financial year.

OPERATIONS AND INVESTOR SERVICES

Mirae Asset Mutual Fund (MAMF) as at March 31, 2018 offered 9 Schemes. These include 5 Equity Schemes (including 1 Equity Linked Savings Schemes),
1 Liquid Scheme and 3 Debt Schemes across 49 NAVs. The total assets under management across all these Schemes as on March 31, 2018 was
Rs. 17,329.65 Crores. The AMC operates out of 14 branches, including Mumbai as the Head office. Increased use of technology coupled with optimum
allocation and simplicity has helped us to enhance operational efficiency at MAMF. During the year, SEBI has introduced significant changes to the
MF regulations which had an impact on the industry as a whole, where MAMF aligned its processes, wherever required, to remain compliant with the
said regulations at all times.
In our continuous effort and endeavor to strengthen services and to increase the overall seamless experience of both our Investor and Distributor
fraternity, we have in this financial year engaged with a competitive service provider outsourcing the toll free service, which was earlier hosted in-house.
This we believe will aid quality timely responses and increase the efficiency of the turnaround times for query resolution.
While we have always been innovating things on our website, in terms of navigation and ease of content fetching, we have also started the Distributor
Initiated Transactions (DIT) services, which we understand will help increase the overall transaction experience of our Investors and Distributors. On
the other hand, we have also roped in MF Utilities transaction platform for the convenience of our Investor fraternity.
We have also started Goal Based SIPs for our Investor fraternity, helping them to sync their objective with their tenure and convenience. At the same
time, we are also working on numerous initiatives which will increase our communication with investors and provide them a conducive environment on
the ease of accessibility.
In terms of knowledge sharing we have been arranging Investor Awareness Programs through our partners in all our cities or presence. As part of the
program, we release investor booklets, contribute articles in financial websites and national publications to explain financial terms in a simple language
and also share related newsletters and mailers to our investors on key financial terms, every week.

3. BRIEF BACKGROUND OF THE TRUST, SPONSORS, TRUSTEE AND ASSET MANAGEMENT COMPANY
i. Sponsors:
Mirae Asset Mutual Fund is sponsored by Mirae Asset Global Investments Co. Limited, a company incorporated in South Korea. Mirae Asset Global
Investments Company Limited (MAGICL) is a part of Mirae Asset Financial Group (Mirae Asset). Mirae Asset was established in 1997 and is South
Korea’s leading independent financial services provider. With Asset Management as its core activity, Mirae Asset is engaged in a broad range of
financial services including Investment Banking, Wealth Management and Life Insurance. Other significant activities of the group include Alternate
Investment including Private Equity, Venture Capital and Real Estate.
Mirae Asset introduced the concept of mutual funds to Korea. It is the largest asset manager in Korea and is the pioneer of Systematic Investment
Plan (known as Regular Savings Plan) in Korea and over the years has emerged as the undisputed leader in Korea.
Korea’s largest equity fund manager, Mirae Asset, is now a leading investor in Asian equities, with offices in USA, UK, Canada, China, Columbia,
Korea, Taiwan, Hong Kong, Australia, Vietnam, India, Brazil and rapidly expanding to other parts of the globe. With its strong foundation in Asia
and presence in major financial markets in this region, Mirae Asset has established a leadership position in the Asia Pacific region.

9
11th Annual Report 2017 - 2018

The Sponsor has entrusted a sum of Rs. 1,00,000/- (Rupees one lakh) to the Trustee as the initial contribution towards the corpus of the Mutual
Fund.
The Sponsor holds 100% of the paid up equity capital of the AMC.

ii. Mirae Asset Mutual Fund (MAMF):

Mirae Asset Mutual Fund (MAMF) was set up as a Trust by the Sponsor, Mirae Asset Global Investments Company Limited (MAGIC) on 11th October,
2007 with Mirae Asset Trustee Company Private Limited (“the Trustee”) as a Trustee in accordance with the provisions of the Indian Trust Act, 1882
(2 of 1882) and is duly registered under the Indian Registration Act, 1908. The Trustee has entered into an Investment Management Agreement
dated October 11, 2007 with Mirae Asset Global Investments (India) Private Limited (the AMC) to function as the Investment Manager for all the
Schemes of MAMF. MAMF was registered with SEBI on 30th November, 2007 vide Registration No. MF/055/07/03.

iii. Mirae Asset Trustee Company Private Limited:

Mirae Asset Trustee Company Private Limited (the Trustee) is the exclusive owner of the Trust Fund and holds the same in trust for the benefit
of the unitholders. The Trustee through its Board of Directors shall discharge its obligations as trustee of Mirae Asset Mutual Fund as provided
in the Regulations and the Trust Deed. The Trustees shall ensure that the transactions entered into by the AMC are in accordance with the SEBI
Regulations and will also review the activities carried on by the AMC.
Mirae Asset Trustee Company Private Limited is registered under the Companies Act, 1956 and was incorporated on April 23, 2007. The Sponsors
have executed a Trust Deed on October 11, 2007 appointing Mirae Asset Trustee Company Private Limited as Trustee of Mirae Asset Mutual Fund.
The Trustee seeks to ensure that MAMF and the Schemes floated thereunder are managed by the Mirae Asset Global Investments (India) Private
Limited in accordance with the Trust Deed, the Regulations, directions and guidelines issued by the SEBI, the Stock Exchanges, the Association
of Mutual Funds in India and other regulatory agencies.

Share Capital:
During the year under review, there has been no change in the equity shareholding pattern of Mirae Asset Trustee Company Private Limited. The
shareholding pattern of Mirae Asset Trustee Company Private Limited:
Sr. Shareholder’s Name Paid-up capital in Number of shares % of
No. Rs. (Equity Shares of (Equity Shares of Shareholding
Rs.10/- each) Rs.10/- each)
i. Mirae Asset Global Investments Co. Ltd. (MAGI), Korea. (Sponsor) 99980 9998 99.98
ii. Mr. Jisang Yoo (Nominee shareholder of MAGI) 10 1 0.01
iii. Mr. Mi Seob Kim 10 1 0.01
TOTAL 100,000 10,000 100.00

Change in Composition of Board Members:

During the year under review, there has been no change in the composition of the Board of Directors of the Trustee. Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996 requires that the Board of Trustee Company shall comprise of two-thirds of the Directors who are
not associated in any manner with the Sponsors. Further, none of the Directors on the Board of Mirae Asset Trustee Company Private Limited are
associated with the Sponsors of Mirae Asset Mutual Fund.

iv. Mirae Asset Global Investments (India) Private Limited:

Mirae Asset Global Investments (India) Private Limited, a company registered under the Companies Act, 1956 and having its registered office at
Unit 606, 6th Floor, Windsor, off CST Road, Kalina, Santacruz (E), Mumbai – 400 098. Mirae Asset Global Investments (India) Private Limited has
been appointed as the Asset Management Company (AMC) of Mirae Asset Mutual Fund by the Trustee vide Investment Management Agreement
(“IMA”) dated October 11, 2007 entered into between Mirae Asset Trustee Company Private Limited and Mirae Asset Global Investments (India)
Private Limited. The Investment Manager was approved by SEBI to act as the AMC for the Fund vide letter no. IMD/HSV/OTW/109716/2007 dated
30th November, 2007. The AMC also provide non-binding Advisory services to group companies operating offshore funds domiciled in Korea and
Hongkong.

Share Capital:
During the year under review, there has been no change in the equity shareholding pattern of Mirae Asset Global Investments (India) Private
Limited. The shareholding pattern of the Mirae Asset Global Investments (India) Private Limited as on 31st March, 2018 is as follows:
Sr. Shareholder’s Name Paid-up capital in Number of shares % of
No. Rs. (Equity Shares of (Equity Shares of Shareholding
Rs.10/- each) Rs.10/- each)
1 Mirae Asset Global Investments Co. Ltd. (MAGI), Korea. (Sponsor) 2,031,885,390 203,188,539 100.00
2 Mr. Jisang Yoo (Nominee shareholder of MAGI) 10 1 0.00#
TOTAL 2,031,885,400 203,188,540 100.00
#
less than 0.00%

Change in Composition of Board Members:

During the year under review, Mr. B. N. Chakraborty ceased to be an Independent Director w.e.f February 21, 2018 and Mr. Ananth Narayan
Gopalakrishnan was appointed as an Additional Director (Independent) w.e.f May 29, 2018 on the Board of the AMC.
As required under the provisions of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, 50% of the Directors on the
Board of the AMC are Independent Directors who are not an associate of or associated in any manner with the sponsor or any of its subsidiaries
or the Trustee Company.

10
11th Annual Report 2017 - 2018

4. INVESTMENT OBJECTIVE OF THE SCHEMES:

i. Mirae Asset India Equity Fund:

The investment objective of the scheme is to generate long term capital appreciation by capitalizing on potential investment opportunities through
predominantly investing in equities, equity related securities. The Scheme does not guarantee or assure any returns.

ii. Mirae Asset Emerging Bluechip Fund:

The investment objective of the scheme is to generate income and capital appreciation from a portfolio primarily investing in Indian equities and equity
related securities of large cap and mid cap companies at the time of investment. From time to time, the fund manager may also seek participation
in other Indian equity and equity related securities to achieve optimal Portfolio construction. The Scheme does not guarantee or assure any returns.

iii. Mirae Asset Hybrid Equity Fund:

The investment objective of the Scheme is to generate capital appreciation along with current income from a combined portfolio of predominantly
investing in equity & equity related instruments and balance in debt and money market instruments. The Scheme does not guarantee or assure
any returns.

iv. Mirae Asset Tax Saver Fund:

The investment objective of the scheme is to generate long-term capital appreciation from a diversified portfolio of predominantly equity and equity
related instruments. The Scheme does not guarantee or assure any returns.

v. Mirae Asset Great Consumer Fund:

The investment objective of the scheme is to generate long term capital appreciation by investing in a portfolio of companies/funds that are likely
to benefit either directly or indirectly from consumption led demand in India. The Scheme does not guarantee or assure any returns.

vi. Mirae Asset Cash Management Fund:

The investment objective of the scheme is to generate consistent returns with a high level of liquidity in a judicious portfolio mix comprising of
money market and debt instruments. The Scheme does not guarantee any returns.

vii. Mirae Asset Savings Fund:

Low Duration Fund - An Open ended low duration Debt Scheme investing in instruments with Macaulay duration of the portfolio between 6 months
and 12 months (please refer to page no. 20 of SID)

viii. Mirae Asset Dynamic Bond Fund:

Dynamic Bond Fund - An Open-ended dynamic debt scheme investing across duration

ix. Mirae Asset Short term Fund:

Short Duration Fund - An open ended short term debt scheme investing in instruments such that the Macaulay duration of the portfolio is between
1 year to 3 years (please refer to page no. 24 of SID)

x. Mirae Asset Healthcare Fund:

The investment objective of the scheme is to seek to generate long term capital appreciation through investing in equity and equity related securities
of companies benefitting directly or indirectly in Healthcare and allied sectors in India. The Scheme does not guarantee or assure any returns.

5. SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies form part of the notes to the Accounts annexed to the Balance Sheet of the Schemes. The Accounting Policies are
in accordance with Securities Exchange Board of India (Mutual Funds) Regulations, 1996.

6. Unclaimed Redemptions & Dividends:

The Summary of number of investors and Corresponding amount of unclaimed redemption and dividend as at March 31, 2018 is as follows:
Unclaimed Redemptions Unclaimed Dividends
Name of the Scheme
Amount (Rs.) No. of Investors Amount (Rs.) No. of Investors
Mirae Asset India Equity Fund 4,132,787.48 115 2,556,874.78 525
Mirae Asset Emerging Bluechip Fund 1,798,902.61 47 205,410.47 32
Mirae Asset Great Consumer Fund ** 917,689.08 51 31,401.89 40
Mirae Asset Savings Fund 68,259.59 6 0.00 0
Mirae Asset Cash Management Fund ** 155,267.88 22 3,897.23 2
Mirae Asset Hybrid Equity Fund 42,730.62 2 11,155.98 12
Mirae Asset Tax Saver Fund 0.00 0 3,417.54 2
** Including Merged Schemes
Details of Investor Complaints: The Fund is also prompt in redressing the complaints/requests received from the investors. The Statement on Status
of Redressal of Complaints received against Mirae Asset Mutual Fund during the financial year 2017-18 is annexed and forms part of the Trustee
Report as Annexure I. In the said statement, details of complaints on data corrections in Investor details have also been mentioned as per the AMFI
Best Practice Circular No. 135/BP/25/11-12 dated March 07, 2012.

7. ROLE OF MUTUAL FUNDS IN CORPORATE GOVERNANCE OF PUBLIC LISTED COMPANIES

In terms of the Securities and Exchange Board of India (“SEBI”) circular no. SEBI/ IMD/ CIR No. 18/198647/ 2010 dated March 15, 2010 and clarificatory
email received from SEBI on June 23, 2011, the MAMF has framed a general voting policy and procedures for exercising the voting rights in respect of

11
11th Annual Report 2017 - 2018

shares held by its Schemes (“Voting Policy”). The Board of Directors of Mirae Asset Trustee Company Private Limited has adopted the Voting Policy.
The Voting Policy and the auditor’s certification on the voting report for financial year 2017-18 is annexed as Annexure II and Annexure III respectively.
Further, in terms of aforementioned circular, the AMC has disclosed the details of actual exercise of proxy votes in the AGMs/ EGMs/Postal Ballot
of the investee companies (based on equity holdings as on the record date across all Schemes of the Fund) for the financial year 2017-18 in the
detailed Annual Report 2017-18 of the Schemes, displayed on website of the Fund. Also, the Voting Policy is also displayed on the website of the Fund
viz. www.miraeassetmf.co.in.

8. LIABILITY AND RESPONSIBILITY OF TRUSTEE AND SPONSORS

The main responsibility of the Trustee is to safeguard the interest of the Unitholders and inter-alia ensure that Mirae Asset Global Investments (India)
Private Limited (the AMC) functions in the interest of investors and in accordance with the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996, the provisions of the Trust Deed and the Statement of Additional Information, Scheme Information Document/Offer Document of
the respective Schemes. From the information provided to the Trustee and the reviews the Trustee has undertaken, the Trustee believes the AMC has
operated in the interests of the Unitholders.
The Sponsors are not responsible or liable for any loss or shortfall resulting from the operation of the Schemes beyond the initial contribution of Rs. 1
lakh made by them towards setting up of Mirae Asset Mutual Fund.

9. STATUTORY INFORMATION:
(a) The Sponsors are not responsible or liable for any loss resulting from the operation of the Schemes of the Fund beyond their initial contribution (to
the extent contributed) of Rs.1 Lakh for setting up the Fund, and such other accretions / additions to the same.
(b) 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.
(c) Full Annual Report is available on the website (www.miraeassetmf.co.in) and shall be available for inspection at the Head Office of the mutual fund.
Present and prospective unit holder can obtain copy of the trust deed, the full Annual Report of the Fund / AMC at a price.

10. Acknowledgement
The Trustees thanks SEBI, AMFI, the investors, Investors Service Centers, distributors, key partners, service providers, Mirae Asset Global Investments
(India) Private Limited and its employees for their commitment and looks forward to their continued support.
Investors may note that the Full Annual Report shall be disclosed on the website (www.miraeassetmf.co.in) and shall also be available for inspection
at the Head Office of the Mutual Fund. On written request present and prospective unit holders / investors can obtain a copy of the Trust Deed, the
Annual Report at a price and the text of the relevant Scheme.
The Balance Sheet as at March 31, 2018 and the Revenue Account for the year ended March 31, 2018 for the various schemes are annexed to this
Report.

For Mirae Asset Trustee Company Private Limited

sd/- sd/-
V. B. Haribhakti S. T. Gerela
Chairman Director

Place : Mumbai
Date : July 19, 2018

12
11th Annual Report 2017 - 2018

ANNEXURE - I
Redressal of Complaints received against Mirae Asset Mutual Fund during the year 2017-18
Total Number of Folios: 938894

(a) No. of Action on (a) and (b)

complaints (b) No. of Resolved Pending
Complaint pending Complaints
Type of Complaint# Non
Code at the received Within 30-60 60-180
Beyond
0-3 3-6 6-9 9-12
beginning during the 30 180 Actionable*
days days months months months months
of the year year days days

Non receipt of Dividend

IA 0 2 2 0 0 0 0 0 0 0 0
on Units
Interest on delayed
IB 0 0 0 0 0 0 0 0 0 0 0
payment of Dividend
Non receipt of
IC 0 1 0 0 0 0 0 1 0 0 0
Redemption Proceeds
Interest on delayed
ID 0 0 0 0 0 0 0 0 0 0 0
payment of Redemption
Non receipt of Statement
II A 0 8 8 0 0 0 0 1 0 0 0
of Account/Unit Certificate
Discrepancy in Statement
II B 0 3 2 0 0 0 0 0 0 0 0
of Account
Data corrections in
II C 0 0 0 0 0 0 0 0 0 0 0
Investor details
Non receipt of Annual
II D Report/Abridged 0 0 0 0 0 0 0 0 0 0 0
Summary
Wrong switch between 0
III A 0 0 0 0 0 0 0 0 0 0
Schemes 00
Unauthorized switch 0
III B 0 0 0 0 0 0 0 0 0 0
between Schemes 00
Deviation from Scheme 0
III C 0 0 0 0 0 0 0 0 0 0
attributes 00
Wrong or excess 0
III D 0 0 0 0 0 0 0 0 0 0
charges/load 00
Non updation of changes
III E viz. address, PAN, bank 0 2 2 0 0 0 0 0 0 0 0
details, nomination, etc.
IV Others* 0 58 56 0 0 0 0 0 0 0 0
Total 0 74 70 0 0 0 0 4 0 0 0

13
11th Annual Report 2017 - 2018

Annexure II

VOTING RIGHTS POLICY OF MIRAE ASSET MUTUAL FUND

Mirae Asset Global Investments (India) Private Limited (Mirae AMC) is the asset management company for Mirae Asset Mutual Fund. In this role, Mirae
AMC has an obligation to act in the best interests of the Funds. This responsibility includes exercising the voting rights attached to securities held by the
Funds. It is the policy of Mirae AMC to exercise the voting rights of the Funds in accordance with the best interests of the Funds.
This Policy contains the principles that form the basis of all votes. Mirae AMC believes that these principles are essential to ensure the long-term performance
of assets managed by Mirae AMC. Mirae AMC will manage voting rights with the same level of care and skill as it manages the funds. In general, Mirae AMC
does not have the intention to participate directly or indirectly in the management of the companies but it will use its influence as a shareholder amongst
others by exercising its voting rights in accordance with the best interests of its funds unit holders.
The exercise of voting rights requires the ongoing review of the corporate governance and performance of management of an issuer and the consideration
of the potential impact of a vote on the value of the securities of the issuer held by the Funds. In order to discharge its obligations under this policy, Mirae
AMC accesses and utilizes research on management performance and corporate governance issues, drawn from portfolio manager and analyst due
diligence, information provided by leading independent research firms and involvement in organizations. In terms of the Securities and Exchange Board
of India (“SEBI”) Circular No. SEBI/ IMD/CIR No.18 /198647/ 2010 dated March 15, 2010 and clarificatory email received from SEBI on June 23, 2011, we
have framed the general voting policy and procedures for exercising the voting rights (“Voting Policy”). This Voting Policy shall be applicable to all equity
holdings across all our mutual fund schemes.

What Does Voting Right Mean?

Voting Right means, the right of a stockholder to vote on matters of corporate policy. Voting often involves decisions on issuing securities, initiating
corporate actions and making substantial changes in the corporation’s operations such as the election of the company’s directors, merger/amalgamations,
appointment of auditors, etc.
Equity mutual funds, and other mutual funds with an equity component, hold shares of companies. The funds are entitled to exercise the voting rights
attached to those shares. 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.

Proxy Voting Guidelines

Issuers’ proxies most frequently contain proposals to elect corporate directors, to appoint external auditors and set their compensation, to adopt or amend
management compensation plans and to amend the capitalization of the company.
The Company shall exercise votes in the direction of improving the economic value of the portfolio and protecting the rights of the unitholders considering
the following factors:
1. Protecting the rights of unitholders
2. Improving operating profits
3. Raising the intrinsic value of the Company
4. Improving the Company’s governance and financial structure.
These guidelines summarize the corporate governance principles which the MAMF will generally support through the exercise of votes on these issues.
1. Boards of Directors - Mirae AMC supports resolutions that promote the effectiveness of boards in acting in the best interests of shareholders. It
generally votes in favour of the election of directors for boards having a majority of independent directors and an independent chair, where the chairs
of all board committees and at least a majority of committee members are independent.
2. Corporate governance matters - Mirae AMC support resolutions that change the state of incorporation, merger and other corporate restructuring
which are in the interest of the unitholders. However, Mirae AMC will vote against resolutions pertaining to takeover by an acquirer, etc. which are
against the interest of the unit holder.
3. Auditors and Auditor Compensation - Where all members of an issuer’s audit committee are independent, Mirae AMC will generally support the
election of directors, the appointment of auditors and the approval of the recommended auditor compensation.
4. Management Compensation - The goal of Mirae AMC is to support compensation arrangements that are tied to long-term corporate performance
and shareholder value. These arrangements should induce management to purchase and hold equity in the company to better align management’s
interests with those of shareholders. Stock option plans that are overly generous or excessively dilutive to other shareholders will not be supported.
5. Changes in Capitalization - Mirae AMC recognize the need for management of an issuer to have flexibility in the issue or buyback of shares to meet
changing financial conditions. Changes in capitalization will generally be supported where a reasonable need for the change is demonstrated; however
changes resulting in excessive dilution of existing shareholder value will not be supported.
6. Social and corporate responsibility issues - Mirae AMC recognizes the need of role of government, demands for greater disclosures, increased
investor education, environmental benefits, benefits to the community and the general public.
Other issues, including those business issues specific to the issuer or those raised by shareholders of the issuer, are addressed on a case-by-case
basis with a focus on the potential impact of the vote on shareholder value. Mirae AMC reserves the right to vote against any resolution that goes
against the interest of its unit holders.

Procedure for use of Proxy Voting Guidelines

A decision to invest in an issuer is based in part on a fund manager’s analysis of the performance of management and the corporate governance of
the issuer. Since a decision to invest is generally an endorsement of management of the issuer, Mirae AMC will generally vote with management on
routine matters. However, since a fund manager must be focused on shareholder value on an ongoing basis, it is the responsibility of the fund manager
to be aware of the potential investment implications of any issue on which security holders are asked to vote.
The Guidelines indicate the principles of corporate governance which the Funds will generally support through the exercise of proxy votes.
While Mirae AMC will generally vote the Funds’ proxies strictly in accordance with the Funds’ Proxy Voting Guidelines, there may be circumstances
where it believes it is in the best interests of a Fund to vote differently than the manner contemplated by the Guidelines. The ultimate decision as to
the manner in which the Funds’ proxies will be voted rests with Mirae AMC. The AMC shall abide by the following procedure for exercising the voting
rights:

14
11th Annual Report 2017 - 2018

1. The Investment team shall examine and decide on AGMs/EGMs which have been submitted to its authority. If a consensus cannot be achieved,
the final voting decision will be taken by the Chief Investment Officer.
2. In the interest of the investors of the fund and in order to avoid excessive voting costs and to ensure better efficiency, the Investment team shall
analyze the Cost- Benefit analysis (CBA) between the voting costs involved in exercising voting vis-à-vis the benefit it may accrue to the investors
by exercising the voting rights. Such cases for which the benefit does not outweigh the cost, the AMC shall abstain to vote. Nevertheless, it may
also decide to vote at meetings where it deems its participation important, even if the CBA is not in favour of exercising voting (i.e. in the case of
a contested AGM/EGM, etc.).
3. In most cases, the AMC exercises its funds’ voting rights by appointing an authorized agent (proxy). It may, however, if deemed necessary, be
physically present at a meeting and vote in person.
4. Authorized Officials and/ or authorized representatives of Custodian of the Fund would submit voting instructions for General Meetings where the
AMC chooses to vote i.e. either FOR or AGAINST.
5. The AMC may also abstain from voting for certain proposals of the Investee Companies depending on various criteria and judgment.

Proxy Voting Records

In this section, you can find out how voting rights were exercised on behalf of the Mirae AMC that held voting securities. Disclosure of exercise of
proxy votes in equity holdings across all schemes of the Fund shall be accessible on our website. To view records for the period from 1st April, 2010
and onwards click here. The same would also be disclosed in the annual report from the financial year 2010-11 onwards.

Conflict of interest provision

Voting is exercised in the exclusive interest of holders. All votes are centralized, which ensures uniformity and adherence to the aforementioned principles.
The strict separation of Mirae AMC’s asset management activities from other activities within the Mirae Asset Financial Group 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.
The parent of the AMC is a global investment manager and has various offices around the world. Hence, the investment manager is an affiliate of many
diversified financial organization across the globe, however the investment manager is a stand-alone entity in India. Any financial transaction, where:
i) The investment is made into group companies of the AMC, or
ii) The investee companies have subscribed to the units of their schemes, may lead to conflict of interest.
Generally, the AMC shall abstain to vote for any matters connected with the above. However, the AMC will make its best efforts to avoid any conflicts
and ensure that any conflicts of interest are resolved in the best interest of the unit-holders.
Additionally, Mirae AMC has implemented an organization, procedures and appropriate controls and monitoring routines in order to prevent conflict of
interest.

Review and control process

1. On analysis of AGM/EGM resolutions, if any conflict of interest is identified with the AMC’s voting policy, then the same shall be alerted to the Chief
Investment Officer.
2. The AMC shall be responsible for maintaining records for votes cast and abstentions, proxy statements and any other relevant record in this regard.
3. All the voting rights exercised/abstentions in the previous month shall be reported to the Investment committee meeting in the next month.
4. Every record, including the voting statements, abstentions shall be retained for audit purpose.
5. The process of exercise of proxy votes as listed above shall be reviewed by the AMC, from time to time.

====x====

15
11th Annual Report 2017 - 2018

Annexure - III

16
11th Annual Report 2017 - 2018

17
11th Annual Report 2017 - 2018
INDEPENDENT AUDITORS’ REPORT
To,
The Board of Directors of
Mirae Asset Trustee Company Private Limited
Report on the Financial Statements
We have audited the accompanying financial statements of MIRAE ASSET
MUTUAL FUND - MIRAE ASSET INDIA EQUITY FUND (ERSTWHILE MIRAE
ASSET MUTUAL FUND - MIRAE ASSET INDIA OPPORTUNITIES FUND),
MIRAE ASSET MUTUAL FUND - MIRAE ASSET EMERGING BLUECHIP FUND
(“the Scheme”), which comprise the Balance Sheet as at March 31, 2018, the
Revenue Account and the Cash Flow Statement for the period then ended, and
a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Schemes in accordance with accounting principles generally accepted in India,
including the accounting policies and standards specified in the Ninth Schedule
to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(‘the SEBI Regulations”). This responsibility includes the design, implementation
and maintenance of internal control 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We have conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant
to the Scheme’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the financial statements give the information as required by 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 case of Balance Sheet, of the state of affairs of the Schemes as at March
31, 2018.
b) In case of Revenue Account, of the Surplus of the Scheme for the period
ended on that date.
c) Cash Flow Statements of the respective schemes for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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.
2. The balance sheet and revenue account dealt with by this report are in
agreement with the books of account.
3. In our opinion, the balance sheet and revenue account dealt with by this report
have been prepared in conformity with the accounting policies and standards
specified in the Ninth Schedule to the SEBI Regulations.
4. In our opinion and on the basis of information and explanations given to us,
the methods used to value non traded securities as at March 31, 2018 are
in accordance with the SEBI Regulations and other guidelines issued by the
Securities and Exchange Board of India, as applicable, and approved by the
Board of Trustees, and fair and reasonable.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Sd/-
Nilesh Joshi
Partner
Membership No. 114749
Place: Mumbai
Date: 19.07.2018
INDEPENDENT AUDITORS’ REPORT
To,
The Board of Directors of
Mirae Asset Trustee Company Private Limited
Report on the Financial Statements
We have audited the accompanying financial statements of MIRAE ASSET
MUTUAL FUND - MIRAE ASSET GREAT CONSUMER FUND, MIRAE ASSET
MUTUAL FUND - MIRAE ASSET TAX SAVER FUND and MIRAE ASSET
MUTUAL FUND - MIRAE ASSET HYBRID EQUITY FUND (ERSTWHILE -
MIRAE ASSET PRUDENCE FUND) (“the Scheme”), which comprise the Balance
Sheet as at March 31, 2018, and the Revenue Account for the period then
ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Schemes in accordance with accounting principles generally accepted in India,
including the accounting policies and standards specified in the Ninth Schedule
to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(‘the SEBI Regulations”). This responsibility includes the design, implementation
and maintenance of internal control 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We have conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant
to the Scheme’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the financial statements give the information as required by 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 case of Balance Sheet, of the state of affairs of the Schemes as at March
31, 2018.
b) In case of Revenue Account, of the Surplus of the Scheme for the period
ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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.
2. The balance sheet and revenue account dealt with by this report are in
agreement with the books of account.
3. In our opinion, the balance sheet and revenue account dealt with by this report
have been prepared in conformity with the accounting policies and standards
specified in the Ninth Schedule to the SEBI Regulations.
4. In our opinion and on the basis of information and explanations given to us,
the methods used to value non traded securities as at March 31, 2018 are
in accordance with the SEBI Regulations and other guidelines issued by the
Securities and Exchange Board of India, as applicable, and approved by the
Board of Trustees, and fair and reasonable.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Sd/-
Nilesh Joshi
Partner
Membership No. 114749
Place: Mumbai
Date: 19.07.2018
18
11th Annual Report 2017 - 2018
INDEPENDENT AUDITORS’ REPORT
To,
The Board of Directors of
Mirae Asset Trustee Company Private Limited
Report on the Financial Statements
We have audited the accompanying financial statements of MIRAE ASSET
MUTUAL FUND - MIRAE ASSET CASH MANAGEMENT FUND (“the Scheme”),
which comprise the Balance Sheet as at March 31, 2018, and the Revenue
Account for the period then ended, and a summary of significant accounting
policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Schemes in accordance with accounting principles generally accepted in India,
including the accounting policies and standards specified in the Ninth Schedule
to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(‘the SEBI Regulations”). This responsibility includes the design, implementation
and maintenance of internal control 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We have conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant
to the Scheme’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the financial statements give the information as required by 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 case of Balance Sheet, of the state of affairs of the Schemes as at March
31, 2018.
b) In case of Revenue Account, of the Surplus of the Scheme for the period
ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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.
2. The balance sheet and revenue account dealt with by this report are in
agreement with the books of account.
3. In our opinion, the balance sheet and revenue account dealt with by this report
have been prepared in conformity with the accounting policies and standards
specified in the Ninth Schedule to the SEBI Regulations.
4. In our opinion and on the basis of information and explanations given to us,
the methods used to value non traded securities as at March 31, 2018 are
in accordance with the SEBI Regulations and other guidelines issued by the
Securities and Exchange Board of India, as applicable, and approved by the
Board of Trustees, and fair and reasonable.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Sd/-
Nilesh Joshi
Partner
Membership No. 114749
Place: Mumbai
Date: 19.07.2018
INDEPENDENT AUDITORS’ REPORT
To,
The Board of Directors of
Mirae Asset Trustee Company Private Limited
Report on the Financial Statements
We have audited the accompanying financial statements of MIRAE ASSET
MUTUAL FUND –MIRAE ASSET SAVINGS FUND and MIRAE ASSET MUTUAL
FUND –MIRAE ASSET DYNAMIC BOND FUND (“the Scheme”), which comprise
the Balance Sheet as at March 31, 2018, and the Revenue Account for the
period then ended, and a summary of significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Schemes in accordance with accounting principles generally accepted in India,
including the accounting policies and standards specified in the Ninth Schedule
to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(‘the SEBI Regulations”). This responsibility includes the design, implementation
and maintenance of internal control 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We have conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant
to the Scheme’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the financial statements give the information as required by 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 case of Balance Sheet, of the state of affairs of the Schemes as at March
31, 2018.
b) In case of Revenue Account, of the Surplus of the Scheme for the period
ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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.
2. The balance sheet and revenue account dealt with by this report are in
agreement with the books of account.
3. In our opinion, the balance sheet and revenue account dealt with by this report
have been prepared in conformity with the accounting policies and standards
specified in the Ninth Schedule to the SEBI Regulations.
4. In our opinion and on the basis of information and explanations given to us,
the methods used to value non traded securities as at March 31, 2018 are
in accordance with the SEBI Regulations and other guidelines issued by the
Securities and Exchange Board of India, as applicable, and approved by the
Board of Trustees, and fair and reasonable.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Sd/-
Nilesh Joshi
Partner
Membership No. 114749
Place: Mumbai
Date: 19.07.2018
19
11th Annual Report 2017 - 2018
INDEPENDENT AUDITORS’ REPORT
To,
The Board of Directors of
Mirae Asset Trustee Company Private Limited
Report on the Financial Statements
We have audited the accompanying financial statements of MIRAE ASSET
MUTUAL FUND – MIRAE ASSET SHORT TERM FUND (“the Scheme”), which
comprise the Balance Sheet as at March 31, 2018, and the Revenue Account
for the period March 16, 2018 to March 31, 2018, and a summary of significant
accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Schemes in accordance with accounting principles generally accepted in India,
including the accounting policies and standards specified in the Ninth Schedule
to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(‘the SEBI Regulations”). This responsibility includes the design, implementation
and maintenance of internal control 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We have conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant
to the Scheme’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the financial statements give the information as required by 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 case of Balance Sheet, of the state of affairs of the Schemes as at March
31, 2018.
b) In case of Revenue Account, of the Surplus of the Scheme for the period
March 16, 2018 to March 31, 2018.
Report on Other Legal and Regulatory Requirements
1. 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.
2. The balance sheet and revenue account dealt with by this report are in
agreement with the books of account.
3. In our opinion, the balance sheet and revenue account dealt with by this report
have been prepared in conformity with the accounting policies and standards
specified in the Ninth Schedule to the SEBI Regulations.
4. In our opinion and on the basis of information and explanations given to us,
the methods used to value non traded securities as at March 31, 2018 are
in accordance with the SEBI Regulations and other guidelines issued by the
Securities and Exchange Board of India, as applicable, and approved by the
Board of Trustees, and fair and reasonable.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Sd/-
Nilesh Joshi
Partner
Membership No. 114749
Place: Mumbai
Date: 19.07.2018
INDEPENDENT AUDITORS’ REPORT
To,
The Board of Directors of
Mirae Asset Trustee Company Private Limited
Report on the Financial Statements
We have audited the accompanying financial statements of MIRAE ASSET
CHINA ADVANTAGE FUND (“the Scheme”), which comprise the Balance Sheet
as at September 14, 2017, and the Revenue Account for the period April 01,
2017 to September 14, 2017, and a summary of significant accounting policies
and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Schemes in accordance with accounting principles generally accepted in India,
including the accounting policies and standards specified in the Ninth Schedule
to the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
(‘the SEBI Regulations”). This responsibility includes the design, implementation
and maintenance of internal control 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.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We have conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant
to the Scheme’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the financial statements give the information as required by 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 case of Balance Sheet, of the state of affairs of the Schemes as at
September 14, 2017.
b) In case of Revenue Account, of the Surplus of the Scheme for the period April
01, 2017 to September 14, 2017
Report on Other Legal and Regulatory Requirements
1. 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.
2. The balance sheet and revenue account dealt with by this report are in
agreement with the books of account.
3. In our opinion, the balance sheet and revenue account dealt with by this report
have been prepared in conformity with the accounting policies and standards
specified in the Ninth Schedule to the SEBI Regulations.
4. In our opinion and on the basis of information and explanations given to us,
the methods used to value non traded securities as at September 14, 2017
are in accordance with the SEBI Regulations and other guidelines issued by
the Securities and Exchange Board of India, as applicable, and approved by
the Board of Trustees, and fair and reasonable.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Sd/-
Nilesh Joshi
Partner
Membership No. 114749
Place: Mumbai
Date: 19.07.2018
20
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

BALANCE SHEET AS AT 31 MARCH 2018
(All amounts in thousands of Rupees)
Mirae Asset Mirae Asset
India Equity Fund Emerging Bluechip Fund
Schedule
31 March, 31 March, 31 March, 31 March,
2018 2017 2018 2017

SOURCES OF FUNDS

Unit capital 2(b) & 3 17,124,567 10,361,372 11,002,963 8,776,227

Reserves and surplus 2(b) & 4 50,625,897 23,787,944 39,048,420 26,537,103

Current liabilities 5 520,604 134,434 367,449 103,794

68,271,068 34,283,750 50,418,832 35,417,124

APPLICATION OF FUNDS

Investments 2(c) & 6 65,970,385 32,865,968 49,159,723 33,830,091

Other current assets* 7&8 2,300,683 1,417,782 1,259,109 1,587,033

68,271,068 34,283,750 50,418,832 35,417,124

* Includes Deposits

The accompanying schedules are an integral part of this balance sheet.

As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

21
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

BALANCE SHEET AS AT 31 MARCH 2018
(All amounts in thousands of Rupees)
Mirae Asset Mirae Asset
Tax Saver Fund Hybrid Equity Fund
Schedule
31 March, 31 March, 31 March, 31 March,
2018 2017 2018 2017

SOURCES OF FUNDS

Unit capital 2(b) & 3 5,861,649 2,444,254 8,583,408 3,846,156

Reserves and surplus 2(b) & 4 3,181,114 823,766 2,511,932 768,320

Current liabilities 5 87,683 112,181 320,352 116,871

9,130,446 3,380,201 11,415,692 4,731,347

APPLICATION OF FUNDS

Investments 2(c) & 6 8,679,756 2,870,237 10,969,452 4,296,316

Other current assets* 7&8 450,690 509,964 446,240 435,031

9,130,446 3,380,201 11,415,691 4,731,347

* Includes Deposits

The accompanying schedules are an integral part of this balance sheet.

As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

22
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

BALANCE SHEET AS AT 31 MARCH 2018
(All amounts in thousands of Rupees)
Mirae Asset Mirae Asset
Great Consumer Fund China Advantage Fund#
Schedule
31 March, 31 March, 14 September, 31 March,
2018 2017 2017 2017

SOURCES OF FUNDS

Unit capital 2(b) & 3 1,010,225 269,884 42,899 51,592

Reserves and surplus 2(b) & 4 1,853,060 354,820 32,002 24,287

Current liabilities 5 23,909 183,589 20,738 4,162

2,887,194 808,293 95,639 80,041

APPLICATION OF FUNDS

Investments 2(c) & 6 2,657,788 634,519 - 65,386

Other current assets* 7&8 229,406 173,774 95,639 14,655

2,887,194 808,293 95,639 80,041

* Includes Deposits
# Scheme Merged during the year with Mirae Asset Great Consumer Fund

The accompanying schedules are an integral part of this balance sheet.

As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

23
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

REVENUE ACCOUNT FOR THE YEAR / PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund
Schedule April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
INCOME
Dividend 2(d) 622,979 255,423 393,314 213,907
Interest 2(d) & 9 51,275 30,175 22,718 36,222
Profit on sale/redemption of investments, net 2(d) 2,479,932 2,459,563 5,821,413 2,797,334
Load income 24,075 8,770 9,348 12,309
Profit on inter-scheme transfer/sale of
- - - -
investments, net
Gain / (Loss) on foreign exchange, net - - - -
Refund - Scheme Expenses - - - -
Change in net unrealised gain in value of
1,577,286 3,918,649 (1,191,022) 5,815,458
Investments
Total 4,755,547 6,672,580 5,055,771 8,875,230
EXPENSES AND LOSSES
Loss on sale/redemption of investments, net 2(d) - - - -
Loss on inter-scheme transfer/sale of
2(d) - - - -
investments, net
Management fee 10 633,951 296,129 567,418 307,881
Service Tax/GST on Management Fees 109,477 41,458 97,385 43,103
Trusteeship fee 10 714 723 658 740
Custodian service charges 5,922 4,160 5,345 4,344
Registrar service charges 40,069 20,481 36,447 21,191
Commission to distributors 505,191 234,835 458,623 284,706
Audit fee 661 459 603 477
Investor Protection Fund Expense 10,068 4,763 9,092 4,952
Other operating expenses 64,079 31,424 90,188 44,019
1,370,132 634,432 1,265,759 711,413
Less: Expenses reimbursed / to be
(280,060) (103,547) (236,462) (145,960)
reimbursed by AMC
Total 1,090,072 530,885 1,029,297 565,453
Surplus /(Deficit) for the year/period 3,665,475 6,141,695 4,026,474 8,309,777
Equalisation (Debit) / Credit 2(e) 7,775,709 3,134,840 2,271,660 2,632,507
Transfer from retained surplus 1,311,841 383,927 354,781 320,741
Income distribution on capital account (1,311,841) (383,927) (354,781) (320,741)
Transfer (To) From Unrealised appreciation
(1,577,286) (3,918,649) 1,191,022 (5,815,458)
reserve
Surplus / (Deficit) transferred to the
4 9,863,898 5,357,886 7,489,156 5,126,826
balance sheet

The accompanying schedules are an integral part of this revenue account.

As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

24
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

REVENUE ACCOUNT FOR THE YEAR / PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund
Schedule April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
INCOME
Dividend 2(d) 67,239 10,725 79,535 24,467
Interest 2(d) & 9 3,407 1,985 136,681 58,508
Profit on sale/redemption of investments, net 2(d) 400,899 133,430 264,656 187,676
Load income - - 1,881 881
Profit on inter-scheme transfer/sale of
82 - - 1,569
investments, net
Gain / (Loss) on foreign exchange, net - - - -
Refund - Scheme Expenses - - - -
Change in net unrealised gain in value of
187,740 321,200 133,314 442,367
Investments
Total 659,367 467,340 616,067 715,468
EXPENSES AND LOSSES
Loss on sale/redemption of investments, net 2(d) - - - -
Loss on inter-scheme transfer/sale of
2(d) - - 144 -
investments, net
Management fee 10 62,386 12,964 80,494 29,393
Service Tax/GST on Management Fees 10,843 1,814 13,981 4,115
Trusteeship fee 10 86 36 113 91
Custodian service charges 727 227 1,235 681
Registrar service charges 4,833 1,081 6,392 2,599
Commission to distributors 99,202 25,151 137,498 48,675
Audit fee 80 27 105 59
Investor Protection Fund Expense 1,222 260 1,611 607
Other operating expenses 14,468 2,506 10,611 3,751
193,847 44,065 252,184 89,971
Less: Expenses reimbursed / to be
(44,034) (10,123) (51,895) (9,676)
reimbursed by AMC
Total 149,813 33,942 200,289 80,295
Surplus /(Deficit) for the year/period 509,554 433,397 415,779 635,173
Equalisation (Debit) / Credit 2(e) 353,794 36,719 356,519 44,025
Transfer from retained surplus 86,347 19,949 91,880 14,321
Income distribution on capital account (86,347) (19,949) (91,880) (14,321)
Transfer (To) From Unrealised appreciation
(187,740) (321,200) (116,517) (442,367)
reserve
Surplus / (Deficit) transferred to the
4 675,608 148,916 655,781 236,831
balance sheet

The accompanying schedules are an integral part of this revenue account.

As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

25
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

REVENUE ACCOUNT FOR THE YEAR / PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund#
Schedule April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to September to
March 31, 2018 March 31, 2017 14, 2017 March 31, 2017
INCOME
Dividend 2(d) 5,009 3,763 - -
Interest 2(d) & 9 1,682 701 408 107
Profit on sale/redemption of investments, net 2(d) 167,453 71,525 20,504 -
Load income 332 179 13 70
Profit on inter-scheme transfer/sale of
- - - -
investments, net
Gain / (Loss) on foreign exchange, net (3,181) 144 13,708 12,540
Refund - Scheme Expenses (199) 199 - -
Change in net unrealised gain in value of
9,362 48,535 - 245
Investments
Total 180,458 125,046 34,633 12,962
EXPENSES AND LOSSES
Loss on sale/redemption of investments, net 2(d) - - - 2,823
Loss on inter-scheme transfer/sale of
2(d) - - - -
investments, net
Management fee 10 18,794 7,092 529 1,083
Service Tax/GST on Management Fees 3,289 993 85 152
Trusteeship fee 10 19 16 1 3
Custodian service charges 252 107 7 15
Registrar service charges 1,096 445 18 51
Commission to distributors 23,107 5,823 150 436
Audit fee 18 10 - 1
Investor Protection Fund Expense 280 103 8 16
Other operating expenses 2,069 1,019 2 47
48,924 15,608 800 4,627
Less: Expenses reimbursed / to be
(10,176) (877) - (90)
reimbursed by AMC
Total 38,748 14,731 800 4,537
Surplus /(Deficit) for the year/period 141,710 110,315 33,833 8,425
Equalisation (Debit) / Credit 2(e) 619,241 38,897 - (13,852)
Transfer from retained surplus 33,627 12,657 - -
Income distribution on capital account (33,627) (12,657) - -
Transfer (To) From Unrealised appreciation
(9,362) (48,535) - (245)
reserve
Surplus / (Deficit) transferred to the
4 751,589 100,677 33,833 (5,673)
balance sheet
# Scheme Merged during the year with Mirae Asset Great Consumer Fund
The accompanying schedules are an integral part of this revenue account.
As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

26
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Cash Flow Statement FOR THE YEAR / PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)
Mirae Asset Mirae Asset
India Equity Fund Emerging Bluechip Fund
01 April 2017 01 April 2016 01 April 2017 01 April 2016
to 31 March to 31 March to 31 March to 31 March
2018 2017 2018 2017
Cashflow from Operating Activity
Net Surplus/(Deficit) for the year 3,665,475 6,141,695 4,026,474 8,309,777
Add / (Less) : Changes in Unrealised loss
(1,577,286) (3,918,649) 1,191,022 (5,815,458)
provided / (written back)
Add / (Less) : Transferred to / (From) Equalisation
reserves
Add / (Less) : Transferred to / (From) Retained
surplus
Operating Profit/(Loss) before Working Capital
2,088,189 2,223,046 5,217,496 2,494,320
Changes
Adjustments for:-
(Increase)/Decrease in Other current assets (255,804) (138,684) (391,429) (386,864)
(Increase)/Decrease in Investments at cost (31,527,130) (12,785,770) (16,520,654) (15,267,655)
Increase/(Decrease) in Current liabilities and
339,787 28,577 160,625 (3,770)
Provisions
(Increase)/Decrease in Deposits (4,203) - 594 -
Net cash generated from/(used in) operating
(A) (29,359,161) (10,672,831) (11,533,367) (13,163,969)
Activities
Cashflow from Financing Activities
Increase/(Decrease) in Unit Capital 6,763,195 3,967,480 2,226,736 3,952,801
Increase/(Decrease) in Unit Premium reserve/
24,484,322 7,891,253 8,839,623 10,141,298
Equalisation Reserve
Increase/(Decrease) in Redemption Payable for
46,383 7,885 103,030 5,283
units redeemed by investors
(Increase)/Decrease in Subscription Receivable
(131,747) (180,431) 13,128 (64,301)
for units issued to investors
Increase / (Decrease) in Borrowing - - - -
Dividend Paid during the year/period (including
(1,311,841) (383,927) (354,781) (320,741)
dividend tax paid)

Net cash generated from/(used) in financing

(B) 29,850,311 11,302,260 10,827,736 13,714,340
activities
Net Increase/(Decrease) in Cash & cash
(A+B) 491,151 629,429 (705,631) 550,371
equivalents
Cash and Cash Equivalents as at the beginning of
923,527.61 294,100 890,494 340,123
the year / period
Cash and Cash Equivalents as at the close of the
1,414,678.23 923,528 184,863.00 890,494
year / period
Net Increase /(Decrease) in Cash & Cash
491,151 629,427 (705,631) 550,371
Equivalaents
Components of cash and cash equivalents
With Banks - in current account 627 36,311 8,438 38,957
Deposits with companies/financial institutions - - - -
Deposits with scheduled banks - - - -
Collaterlized Borrowing and Lending obligations
1,414,051 887,217 176,425 851,538
(CBLO) /
1,414,678 923,528 184,863 890,495

27
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018

1. BACKGROUND

Mirae Asset Global Investments Company Limited is the sponsor of Mirae Asset Mutual Fund (‘The Fund’).

In accordance with SEBI (Mutual Funds) Regulations, 1996 (‘the SEBI Regulations’), the Board of Directors of Mirae Asset Trustee Company Private
Limited (‘the Trustee’) has appointed Mirae Asset Global Investments (India) Private Limited (‘the AMC’) to manage the Fund’s affairs and operate its
schemes.

Scheme Name Type of Investment objective of the scheme NFO Open Options
Scheme NFO Close

Mirae Asset Open ended The investment objective of the Scheme is to generate February Direct Plan - Growth option
India Equity equity scheme long term capital appreciation by capitalizing on potential 11, 2008 to Direct Plan - Dividend option
Fund (erstwhile investment opportunities through predominantly investing in March 10, Regular - Growth option
Mirae Asset India equities and equity related securities. The Scheme does not 2008 Regular - Dividend
Opportunities Fund) guarantee or assure any returns.

Mirae Asset Open ended The investment objective of the scheme is to generate income May 24, Direct Plan - Growth option
Emerging Bluechip equity scheme and capital appreciation from a portfolio primarily investing in 2010 to June Direct Plan - Dividend option
Fund Indian equities and equity related securities of large cap and 22, 2010 Regular - Growth option
mid cap companies at the time of investment. From time to Regular - Dividend
time, the fund manager may also seek participation in other
Indian equity and equity related securities to achieve optimal
Portfolio construction. The Scheme does not guarantee or
assure any returns.

Mirae Asset Tax An open ended The investment objective of the scheme is to generate November Direct Plan - Growth option
Saver Fund equity linked long term capital appreciation from a diversified portfolio of 20, 2015 to Direct Plan - Dividend option
saving scheme predominantly equity and equity related instruments. The December Regular - Growth option
with a 3 year Scheme does not guarantee or assure any returns. 18, 2015 Regular - Dividend
lock-in period.

Mirae Asset Hybrid Open ended The investment objective of the Scheme is to generate capital July 06, 2015 Direct Plan - Growth option
Equity Fund equity scheme appreciation along with current income from a combined to July 20, Direct Plan - Dividend option
(erstwhile Mirae portfolio of predominantly investing in equity & equity 2015 Regular - Growth option
Asset Prudence related instruments and balance in debt and money market Regular - Dividend
Fund) instruments. The Scheme does not guarantee or assure
any returns. The Scheme does not guarantee or assure any
returns.

Mirae Asset Great Open ended The investment objective of the scheme is to generate March 09, Direct Plan - Growth option
Consumer Fund equity scheme long term capital appreciation by investing in a portfolio of 2011 to Direct Plan - Dividend option
companies/funds that are likely to benefit either directly or March 23, Regular - Growth option
indirectly from consumption led demand in India. The Scheme 2011 Regular - Dividend
does not guarantee or assure any returns.

Mirae Asset China Open ended The investment objective of the Scheme is to generate long- September Direct Plan - Growth option
Advantage Fund equity scheme term capital appreciation by investing predominantly in units 14, 2009 to Direct Plan - Dividend option
(merged with of Mirae Asset China Sector Leader Equity Fund and/or units October 09, Regular - Growth option
Mirae Asset Great of other mutual fund schemes, units of exchange traded 2009 Regular - Dividend
Consumer Fund schemes that focus on investing in equities and equity related
effective September securities of companies domiciled in or having their area of
15, 2017) primary activity in China and Hong Kong. The scheme may
also invest a certain portion of its corpus in debt and money
market securities and/or units of debt/liquid schemes of
domestic mutual funds, in order to meet liquidity requirements
from time to time. The Scheme does not guarantee or assure
any returns.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared on the accrual basis of accounting, under the historical cost convention, as modified for investments, which are
‘marked-to-market’. The significant accounting policies, which are in accordance with the SEBI Regulations and have been approved by the Board
of Directors of the AMC and the Trustee, are stated below.

28
11th Annual Report 2017 - 2018

(a) Determination of net asset value

- The net asset value of the units of the Scheme is determined separately for the units issued under the options.

- For reporting the net asset values within the portfolio, the Scheme's daily income earned, including realised profit or loss and unrealised gain
or loss in the value of investments, and expenses accrued, are allocated to the related plans in proportion to their respective daily net assets
arrived at by multiplying day end outstanding units to previous day's closing net asset value.

(b) Unit capital

- Unit capital represents the net outstanding units at the balance sheet date, thereby reflecting all transactions relating to the period ended on
that date.

- Upon issue and redemption of units, the net premium or discount to the face value of units is adjusted against the unit premium reserve of each
option, after an appropriate portion of the issue proceeds and redemption payouts is credited/debited to the equalisation account, a mandatory
requirement for open ended mutual fund schemes.

(c) Investments

Accounting for investment transactions

- Purchase and sale of investments are recorded on the date of the transaction, at cost and sale price respectively, after considering brokerage,
commission, CCIL charges and fees payable or receivable, if any.

- Right entitlements are recognised as investments on the ex-rights date.

- Bonus entitlements are recognised as investments on the ex-bonus date.

Valuation of investments

- All investments are valued based on the principles of fair valuation and have been valued in good faith in a true and fair manner

- CBLO is valued at cost plus interest till date

- The investments in domestic equity shares which have traded during a period of thirty days (prior to the balance sheet date) are stated at the
closing prices on the balance sheet date or the last trading day before the balance sheet date, as may be applicable, on The National Stock
Exchange of India Limited (principal stock exchange). When on a particular valuation day, a security has not been traded on the principal stock
exchange, the value at which it is traded on The Bombay Stock Exchange Limited is used.

- Investments in units of foreign mutual funds are valued at the closing traded NAV on the valuation date.

- Investments in fixed income & money market securities are valued as follows:

TRADED (QUOTED)

All Quoted Debt Investment and Money Market Securities with the residual maturity greater than 60 days, are considered at aggregated average
script level valuation prices provided by CRISIL & ICRA for individual securities.

Quoted debt & money market instruments which are not traded on any stock exchange on the valuation day are considered as non-traded
securities.

NON TRADED

- INVESTMENT GRADE

All debt securities and money market (not covered under TRADED security) up to 60 days to maturity, are valued on the basis of amortized
cost based on purchase price or last traded market price, which includes discount / premium accrued on a straight line basis over the period
to maturity as long as the valuation is within a ±0.10% band of the price derived as per the reference yields provided by the Rating Agencies
(CRISIL and ICRA). In case the amortized value is outside the above band, the YTM of the security is adjusted to bring the price within the
±0.10% band.

All Unquoted Debt Investment and Money Market Securities with the residual maturity greater than 60 days, are considered at aggregated
average script level valuation prices provided by CRISIL & ICRA for individual securities .

- NON INVESTMENT GRADE

All non-investment grade / non performing debt securities are valued based on the provisioning norms laid down by SEBI.

- The net unrealized appreciation / depreciation in the value of investment is determined separately for each category of investments. The change
in the unrealized gain/loss, if any, between the two balance sheet dates is recognized in the revenue account and thereafter the net unrealized
gain, if any is transfered to the unrealized appreciation reserve.

(d) Revenue recognition

- Dividend income is recognised on the ex-dividend date.

- Interest income is recognised on an accrual basis.

- Profit or loss on sale/redemption of investments is determined on the basis of the weighted average cost method.

29
11th Annual Report 2017 - 2018

(e) Equalisation account

- When units are issued or redeemed, the distributable surplus (excluding unit premium reserve, but including balance of distributable surplus at
the beginning of the year) as on the date of the transaction is determined. Based on the number of units outstanding on the transaction date,
the distributable surplus (excluding unit premium reserve, but including balance of distributable surplus at the beginning of the year) associated
with each unit is computed. The per unit amount so determined is credited / debited to the equalisation account on issue / redemption of each
unit respectively.

The balance in equalisation account is transferred to revenue account at the year-end without affecting the net income of the Scheme.

(f) Load

- The exit load charged, if any, would be credited to the scheme.

(g) Cash and cash equivalent

- Cash and cash equivalent includes balance with banks in current accounts, deposits placed with scheduled banks (with an original maturity of
upto three months) and collateralised lending (including reverse purchase transactions).

(h) Expenses

Specified recurring expenses including Investment Management and Advisory Fees are accounted for on accrual basis within the limits specified
under Regulation 52 of SEBI (Mutual Funds) Regulations,1996 as follows –

Daily Net Assets Debt Schemes up to Other than Debt Schemes up to

For first Rs. 100 crores 2.25% 2.50%

For the next 300 crores 2.00% 2.25%

For the next 300 crores 1.75% 2%

For balance 1.50% 1.75%

In addition to the above, Schemes can charge expenses on account of –

- Net inflows from such cities as specified by SEBI subject to limits and conditions : An amount aggregating a maximum of 0.30% of the daily
Net Assets of the Scheme.

- Additional amount towards expenses specified in the said Regulation 52 : Not exceeding 0.20% of the daily net assets of the Scheme.

- Service Tax/ GST on Investment Management and Advisory Fees is charged over and above the cumulative limits as specified above.

30
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
3. Unit Capital Mirae Asset India Equity Fund**

31 March, 2018 31 March, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

Growth Option
Outstanding, beginning of year 536436096.475 5,364,361 356080668.010 3,560,807
Issued
- new fund offer - - - -
- during the year 573584510.691 5,735,845 270358067.770 2,703,581
Redeemed during the year (145186165.679) (1,451,862) (90002639.305) (900,026)

Outstanding, end of year 964834441.487 9,648,344 536436096.475 5,364,361

Dividend Option
Outstanding, beginning of year 339601476.987 3,396,013 220660779.434 2,206,607
Issued
- new fund offer - - - -
- during the year 178579551.391 1,785,796 178498212.692 1,784,982
Redeemed during the year (175081334.776) (1,750,813) (59557515.139) (595,575)

Outstanding, end of year 343099693.602 3,430,996 339601476.987 3,396,013

Direct Plan - Growth option

Outstanding, beginning of year 135970909.336 1,359,711 55452973.085 554,531
Issued
- new fund offer - - - -
- during the year 251848092.151 2,518,481 89986269.522 899,864
Redeemed during the year (12989055.445) (129,891) (9468333.271) (94,683)

Outstanding, end of year 374829946.042 3,748,301 135970909.336 1,359,711

Direct Plan - Dividend option

Outstanding, beginning of year 24128720.572 241,287 7194816.415 71,948
Issued
- new fund offer - - - -
- during the year 18007018.753 180,070 18028126.485 180,281
Redeemed during the year (12443126.830) (124,431) (1094222.328) (10,942)

Outstanding, end of year 29692612.495 296,926 24128720.572 241,287

Total
Outstanding, beginning of year 1036137203.370 10,361,372 639389236.944 6,393,891
Issued
- new fund offer - - - -
- during the year 1022019172.986 10,220,192 556870676.469 5,568,707
Redeemed during the year (345699682.730) (3,456,997) (160122710.043) (1,601,227)

Outstanding, end of year 1712456693.626 17,124,567 1036137203.370 10,361,372

31
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
3. Unit Capital Mirae Asset Emerging Bluechip Fund**

31 March, 2018 31 March, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

Growth Option
Outstanding, beginning of year 623803370.527 6,238,033 312251396.871 3,122,513
Issued
- new fund offer - - - -
- during the year 297369739.147 2,973,697 365604361.938 3,656,044
Redeemed during the year (120369965.780) (1,203,700) (54052388.282) (540,524)

Outstanding, end of year 800803143.894 8,008,030 623803370.527 6,238,033

Dividend Option
Outstanding, beginning of year 147517640.261 1,475,176 134281801.111 1,342,818
Issued
- new fund offer - - - -
- during the year 24479979.857 244,800 83015850.197 830,159
Redeemed during the year (36674041.445) (366,740) (69780011.047) (697,800)

Outstanding, end of year 135323578.673 1,353,236 147517640.261 1,475,176

Direct Plan - Growth option

Outstanding, beginning of year 96485152.474 964,851 32656382.131 326,564
Issued
- new fund offer - - - -
- during the year 76592694.582 765,927 68897584.870 688,976
Redeemed during the year (17262564.180) (172,626) (5068814.527) (50,688)

Outstanding, end of year 155815282.876 1,558,152 96485152.474 964,851

Direct Plan - Dividend option

Outstanding, beginning of year 9816622.324 98,166 3153098.958 31,531
Issued
- new fund offer - - - -
- during the year 2408381.395 24,084 8159635.752 81,596
Redeemed during the year (3870640.061) (38,706) (1496112.386) (14,961)

Outstanding, end of year 8354363.658 83,544 9816622.324 98,166

Total
Outstanding, beginning of year 877622785.586 8,776,227 482342679.071 4,823,426
Issued
- new fund offer - - - -
- during the year 400850794.981 4,008,508 525677432.757 5,256,774
Redeemed during the year (178177211.466) (1,781,772) (130397326.242) (1,303,973)

Outstanding, end of year 1100296369.101 11,002,963 877622785.586 8,776,227

32
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
3. Unit Capital Mirae Asset Tax Saver Fund**

31 March, 2018 31 March, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

Growth Option
Outstanding, beginning of year 191847367.164 1,918,474 36799405.209 367,994
Issued
- new fund offer - -
- during the year 271055890.431 2,710,559 155047961.955 1,550,480
Redeemed during the year (320133.677) (3,201) - -

Outstanding, end of year 462583123.918 4,625,832 191847367.164 1,918,474

Dividend Option
Outstanding, beginning of year 37657434.976 376,574 8930349.964 89,303
Issued
- new fund offer - -
- during the year 31197595.135 311,976 28727085.012 287,271
Redeemed during the year - - - -

Outstanding, end of year 68855030.111 688,550 37657434.976 376,574

Direct Plan - Growth option

Outstanding, beginning of year 13583418.636 135,834 2866770.984 28,668
Issued
- new fund offer - -
- during the year 37879140.542 378,791 10716647.652 107,166
Redeemed during the year - - - -

Outstanding, end of year 51462559.178 514,625 13583418.636 135,834

Direct Plan - Dividend option

Outstanding, beginning of year 1337144.518 13,371 351860.490 3,519
Issued
- new fund offer - -
- during the year 1936543.443 19,365 985284.028 9,853
Redeemed during the year (9466.166) (95) - -

Outstanding, end of year 3264221.795 32,641 1337144.518 13,371

Total
Outstanding, beginning of year 244425365.294 2,444,254 48948386.647 489,484
Issued
- new fund offer - - - -
- during the year 342069169.551 3,420,691 195476978.647 1,954,770
Redeemed during the year (329599.843) (3,296) - -

Outstanding, end of year 586164935.002 5,861,649 244425365.294 2,444,254

33
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
3. Unit Capital Mirae Asset Hybrid Equity Fund**

31 March, 2018 31 March, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

Growth Option
Outstanding, beginning of year 274318273.585 2,743,183 145184258.829 1,451,843
Issued
- new fund offer - - - -
- during the year 380473796.502 3,804,738 159892740.257 1,598,927
Redeemed during the year (39045910.158) (390,459) (30758725.501) (307,587)

Outstanding, end of year 615746159.929 6,157,462 274318273.585 2,743,183

Dividend Option
Outstanding, beginning of year 88938529.186 889,385 47834417.648 478,344
Issued
- new fund offer - - - -
- during the year 136961255.467 1,369,613 52100536.687 521,005
Redeemed during the year (22243975.895) (222,440) (10996425.149) (109,964)

Outstanding, end of year 203655808.758 2,036,558 88938529.186 889,385

Direct Plan - Growth option

Outstanding, beginning of year 20294741.205 202,947 3029621.562 30,296
Issued
- new fund offer - - - -
- during the year 18744132.656 187,441 17453747.625 174,537
Redeemed during the year (3047828.550) (30,478) (188627.982) (1,886)

Outstanding, end of year 35991045.311 359,910 20294741.205 202,947

Direct Plan - Dividend option

Outstanding, beginning of year 1064030.778 10,640 464046.148 4,640
Issued
- new fund offer - - - -
- during the year 2287782.413 22,878 756176.313 7,562
Redeemed during the year (404006.239) (4,040) (156191.683) (1,562)

Outstanding, end of year 2947806.952 29,478 1064030.778 10,640

Total
Outstanding, beginning of year 384615574.754 3,846,156 196512344.187 1,965,123
Issued
- new fund offer - - - -
- during the year 538466967.038 5,384,670 230203200.882 2,302,032
Redeemed during the year (64,741,720.842) (647,417) (42099970.315) (421,000)

Outstanding, end of year 858340820.950 8,583,408 384615574.754 3,846,156

34
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
3. Unit Capital Mirae Asset Great Consumer Fund**

31 March, 2018 31 March, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

Growth Option
Outstanding, beginning of year 19426259.141 194,263 15790650.816 157,907
Issued
- new fund offer - - - -
- during the year 55199779.558 551,998 7420268.712 74,203
Redeemed during the year (3828015.472) (38,280) (3784660.387) (37,847)

Outstanding, end of year 70798023.227 707,981 19426259.141 194,263

Dividend Option
Outstanding, beginning of year 6320597.429 63,206 3392417.178 33,924
Issued
- new fund offer - - - -
- during the year 18861980.256 188,620 4174218.472 41,742
Redeemed during the year (2356086.040) (23,561) (1246038.221) (12,460)

Outstanding, end of year 22826491.645 228,265 6320597.429 63,206

Direct Plan - Growth option

Outstanding, beginning of year 1095930.633 10,959 998761.477 9,988
Issued
- new fund offer - - - -
- during the year 6250437.180 62,504 510631.489 5,106
Redeemed during the year (528620.342) (5,286) (413462.333) (4,135)

Outstanding, end of year 6817747.471 68,177 1095930.633 10,959

Direct Plan - Dividend option

Outstanding, beginning of year 145508.640 1,456 45773.953 458
Issued
- new fund offer - - - -
- during the year 493776.965 4,938 109425.236 1,094
Redeemed during the year (59018.101) (590) (9690.549) (97)

Outstanding, end of year 580267.504 5,804 145508.640 1,456

Total
Outstanding, beginning of year 26988295.843 269,884 20227603.424 202,277
Issued
- new fund offer - - - -
- during the year 80805973.959 808,060 12214543.909 122,145
Redeemed during the year (6771739.955) (67,717) (5453851.490) (54,539)

Outstanding, end of year 101022529.847 1,010,225 26988295.843 269,884

35
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
3. Unit Capital Mirae Asset China Advantage Fund**

14 September, 2017 31 March, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)
Growth Option
Outstanding, beginning of year 2638734.314 26,387 5694663.073 56,947
Issued
- new fund offer - - - -
- during the year 324253.790 3,243 719579.464 7,196
Redeemed during the year (530569.166) (5,306) (3775508.223) (37,755)
Outstanding, end of year 2432418.938 24,324 2638734.314 26,387
Dividend Option
Outstanding, beginning of year 882365.836 8,824 1127370.327 11,274
Issued
- new fund offer - - - -
- during the year 48048.228 480 83049.360 830
Redeemed during the year (224035.836) (2,240) (328053.851) (3,281)
Outstanding, end of year 706378.228 7,064 882365.836 8,824
Direct Plan - Growth option
Outstanding, beginning of year 1622418.758 16,224 891044.522 8,910
Issued
- new fund offer - - - -
- during the year 1004228.908 10,042 901153.399 9,012
Redeemed during the year (1504026.390) (15,040) (169779.163) (1,698)
Outstanding, end of year 1122621.276 11,226 1622418.758 16,224
Direct Plan - Dividend option
Outstanding, beginning of year 15695.563 157 26618.393 266
Issued
- new fund offer - - - -
- during the year 14846.712 148 11088.529 111
Redeemed during the year (2029.221) (20) (22011.359) (220)
Outstanding, end of year 28513.054 285 15695.563 157
Total
Outstanding, beginning of year 5159214.471 51,592 7739696.315 77,397
Issued
- new fund offer - - - -
- during the year 1391377.638 13,913 1714870.752 17,149
Redeemed during the year (2260660.613) (22,606) (4295352.596) (42,954)

Outstanding, end of year 4289931.496 42,899 5159214.471 51,592

**Note: Details of large holdings (over 25% of the NAV of the Scheme):
March 31, 2018 March 31, 2017
Name of the Scheme
No. of Investors % Holding No. of Investors % Holding
Mirae Asset India Equity Fund Nil 0.00% Nil 0.00%
Mirae Asset Emerging Bluechip Fund Nil 0.00% Nil 0.00%
Mirae Asset Tax Saver Fund Nil 0.00% Nil 0.00%
Mirae Asset Hybrid Equity Fund Nil 0.00% Nil 0.00%
Mirae Asset Great Consumer Fund Nil 0.00% Nil 0.00%
Mirae Asset China Advantage Fund Nil 0.00% Nil 0.00%

36
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund
31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017
4. RESERVES AND SURPLUS
Unit premium reserve
Balance, beginning of year 8,176,238 3,419,825 11,729,418 4,220,626
Net premium on issue / redemption of units 24,484,322 7,891,253 8,839,623 10,141,298
Transferred to/(from) equalisation account (7,775,709) (3,134,840) (2,271,660) (2,632,507)
Balance, end of year/period 24,884,851 8,176,238 18,297,381 11,729,418
Unrealised appreciation reserve
Balance, beginning of year/period 5,206,760 1,288,111 6,741,395 925,939
Unrealised appreciation in value of investments 1,577,284 3,918,649 (1,191,021) 5,815,458
Balance, end of year/period 6,784,044 5,206,760 5,550,374 6,741,395
Retained surplus
Balance, beginning of year/period 10,404,945 5,430,987 8,066,289 3,260,203
Transfer to revenue account (1,311,841) (383,927) (354,781) (320,741)
Surplus transferred from revenue account 9,863,898 5,357,886 7,489,156 5,126,826
Balance, end of year/period 18,957,002 10,404,945 15,200,664 8,066,289
Total reserves and surplus 50,625,897 23,787,944 39,048,420 26,537,103
The share of the options in the reserves and
surplus is as follows:
Growth option 33,582,566 16,034,801 30,038,667 20,304,150
Dividend option 2,548,526 2,977,869 2,505,457 2,623,931
Direct Plan - Growth option 13,813,279 4,272,346 6,208,154 3,310,510
Direct Plan - Dividend option 681,530 502,928 296,145 298,512
50,625,897 23,787,944 39,048,420 26,537,103
5. CURRENT LIABILITIES
Amount due to AMC for management fee 89,253 34,867 62,971 35,784
Amount due to AMC - Others - - - -
Sundry creditors for units redeemed by investors - 15,216 - 19,498
- Lateral Shift Payable - - - -
- Others 61,599 - 122,528 -
Contract for purchase of investments 278,689 133,831 114,872 94,575
Commission payable to distributors 67,985 37,910 50,436 34,002
Custodian Fees Payable 673 894 504 922
Load Pending Utilisation 51 54 - -
Other current liabilities 22,354 (88,338) 16,138 (80,987)
520,604 134,434 367,449 103,794
# Amount less than Rupees 0.5 thousand.

37
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund
31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017
4. RESERVES AND SURPLUS
Unit premium reserve
Balance, beginning of year 386,786 (325) 147,851 1,231
Net premium on issue / redemption of units 1,934,142 423,830 1,419,713 190,645
Transferred to/(from) equalisation account (353,794) (36,719) (356,519) (44,025)
Balance, end of year/period 1,967,134 386,786 1,211,045 147,851
Unrealised appreciation reserve
Balance, beginning of year/period 323,168 1,968 442,367 -
Unrealised appreciation in value of investments 187,740 321,200 116,517 442,367
Balance, end of year/period 510,908 323,168 558,884 442,367
Retained surplus
Balance, beginning of year/period 113,811 (15,156) 178,102 (44,408)
Transfer to revenue account (86,347) (19,949) (91,880) (14,321)
Surplus transferred from revenue account 675,608 148,916 655,781 236,831
Balance, end of year/period 703,072 113,811 742,003 178,102
Total reserves and surplus 3,181,114 823,766 2,511,932 768,320
The share of the options in the reserves and
surplus is as follows:
Growth option 2,594,842 660,616 1,925,747 555,959
Dividend option 258,037 108,607 441,677 161,097
Direct Plan - Growth option 314,290 50,348 136,362 48,961
Direct Plan - Dividend option 13,945 4,195 8,146 2,306
3,181,114 823,766 2,511,932 768,321
5. CURRENT LIABILITIES
Amount due to AMC for management fee 9,804 2,339 12,418 3,600
Amount due to AMC - Others - - - -
Sundry creditors for units redeemed by investors - - - 3,474
- Lateral Shift Payable - - - -
- Others - - 6,212 -
Contract for purchase of investments 55,021 99,229 283,732 90,847
Commission payable to distributors 14,453 6,558 16,459 6,640
Custodian Fees Payable 87 71 134 176
Load Pending Utilisation - - - -
Other current liabilities 8,318 3,983 1,397 12,133
87,683 112,181 320,352 116,871
# Amount less than Rupees 0.5 thousand.

38
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund
31 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017
4. RESERVES AND SURPLUS
Unit premium reserve
Balance, beginning of year 71,909 42,098 (5,613) (11,409)
Net premium on issue / redemption of units 1,390,156 68,707 (7,527) (8,056)
Transferred to/(from) equalisation account (619,241) (38,897) - 13,852
Balance, end of year/period 842,824 71,909 (13,140) (5,613)
Unrealised appreciation reserve
Balance, beginning of year/period 85,094 36,559 18,589 18,344
Unrealised appreciation in value of investments 9,362 48,535 (18,589) 245
Balance, end of year/period 94,456 85,094 - 18,589
Retained surplus
Balance, beginning of year/period 197,818 109,798 11,309 16,982
Transfer to revenue account (33,627) (12,657) - -
Surplus transferred from revenue account 751,589 100,677 33,833 (5,673)
Balance, end of year/period 915,780 197,818 45,142 11,309
Total reserves and surplus 1,853,060 354,820 32,002 24,285
The share of the options in the reserves and
surplus is as follows:
Growth option 1,536,928 303,670 17,745 12,026
Dividend option 141,070 30,094 5,154 4,022
Direct Plan - Growth option 162,358 18,608 8,887 8,166
Direct Plan - Dividend option 12,702 2,448 213 73
1,853,060 354,820 32,001 24,287
5. CURRENT LIABILITIES
Amount due to AMC for management fee 3,694 692 102 84
Amount due to AMC - Others - - 15 -
Sundry creditors for units redeemed by investors - 546 - 169
- Lateral Shift Payable - - - -
- Others 904 - 20,370 -
Contract for purchase of investments 12,850 - - -
Commission payable to distributors 5,448 1,235 161 192
Custodian Fees Payable 38 17 - -
Load Pending Utilisation - - - -
Other current liabilities 975 181,099 90 3,717
23,909 183,589 20,738 4,162
# Amount less than Rupees 0.5 thousand.

39
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund
31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017
6. INVESTMENTS
Domestic equity shares 65,733,979 32,798,854 49,116,906 33,730,293
Commercial Paper - - - -
Mutual fund units 236,406 67,114 42,817 99,798
International mutual fund units - - - -
Certificate Of Deposit - - - -
Margin Fixed Deposit - - - -
Central Government Securities - - - -
Listed debentures and bonds - - - -
65,970,385 32,865,968 49,159,723 33,830,091

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund
31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017
6. INVESTMENTS
Domestic equity shares 8,659,488 2,870,237 8,068,397 3,367,803
Commercial Paper - - 449,613 -
Mutual fund units 20,268 - - -
International mutual fund units - - - -
Certificate Of Deposit - - 1,085,520 208,599
Margin Fixed Deposit - - 5,000 -
Central Government Securities - - 982,967 394,359
Listed debentures and bonds - - 377,955 325,555
8,679,756 2,870,237 10,969,452 4,296,316

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund
31 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017
6. INVESTMENTS
Domestic equity shares 2,657,788 471,329 - -
Commercial Paper - - - -
Mutual fund units - - - -
International mutual fund units - 163,190 - 65,386
Certificate Of Deposit - - -
Margin Fixed Deposit - - - -
Central Government Securities - - -
Listed debentures and bonds - - -
2,657,788 634,519 - 65,386

(i) All the investments are held in the name of the Scheme, as per clause 7 of Seventh Schedule under Regulation 44(1) of SEBI (Mutual Funds)
Regulations, 1996.

40
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

(ii) Aggregate appreciation and depreciation in the value of investments are as follows:

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund

31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017

Equity shares - Domestic

- appreciation 8,440,646 5,306,939 7,610,685 6,825,722

- depreciation 1,657,648 100,224 2,060,351 84,375

Corporate Bond

- appreciation - - - -

- depreciation - - - -

Central Government Securities

- appreciation - - - -

- depreciation - - - -

Certificate of Deposits

- appreciation - - - -

- depreciation - - - -

Mutual Fund Units

- appreciation 1,047 44 40 49

- depreciation - - - -

International mutual fund units

- appreciation - - - -

- depreciation - - - -

41
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

(ii) Aggregate appreciation and depreciation in the value of investments are as follows:

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund

31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017

Equity shares - Domestic

- appreciation 781,043 329,840 850,678 442,117

- depreciation 270,162 6,672 282,155 21,545

Corporate Bond

- appreciation - - 70 3,940

- depreciation - - 6,949 382

Central Government Securities

- appreciation - - 946 1,440

- depreciation - - 4,620 -

Certificate of Deposits

- appreciation - - 975 0

- depreciation - - 61 1

Mutual Fund Units

- appreciation 27 - - -

- depreciation - - - -

International mutual fund units

- appreciation - - - -

- depreciation - - - -

42
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

(ii) Aggregate appreciation and depreciation in the value of investments are as follows:

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund

31 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017

Equity shares - Domestic

- appreciation 165,201 82,800 - -

- depreciation 70,745 3,205 - -

Corporate Bond

- appreciation - - - -

- depreciation - - - -

Central Government Securities

- appreciation - - - -

- depreciation - - - -

Certificate of Deposits

- appreciation - - - -

- depreciation - - - -

Mutual Fund Units

- appreciation - - - -

- depreciation - - - -

International mutual fund units

- appreciation - 5,499 - 18,589

- depreciation - - - -

43
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

(iii) The aggregate value of investments acquired and sold/redeemed during the year and these amounts as a percentage of average daily net assets
are as follows:

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund
April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Purchases (excluding collateralised lending and
fixed deposits)
- amount 55,124,019 30,741,860 46,441,288 37,385,447
- as a percentage of average daily net assets 109.52% 129.11% 102.17% 151.02%
Sales / Redemptions (excluding collateralised
lending and fixed deposits)
- amount 26,073,675 20,415,654 35,742,047 24,915,126
- as a percentage of average daily net assets 51.80% 85.74% 78.63% 100.65%

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund
April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Purchases (excluding collateralised lending and
fixed deposits)
- amount 9,417,521 3,477,996 32,291,321 12,353,080
- as a percentage of average daily net assets 154.16% 267.71% 400.88% 407.18%
Sales / Redemptions (excluding collateralised
lending and fixed deposits)
- amount 4,195,366 1,481,172 26,066,832 10,592,390
- as a percentage of average daily net assets 68.68% 114.01% 323.61% 349.14%

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund
April 01, 2017 April 01, 2016 April 01, 2017 to April 01, 2016
to to September 14, to
March 31, 2018 March 31, 2017 2017 March 31, 2017
Purchases (excluding collateralised lending and
fixed deposits)
- amount 2,765,695 487,556 12,049 -
- as a percentage of average daily net assets 197.47% 94.94% 14.08% -
Sales / Redemptions (excluding collateralised
lending and fixed deposits)
- amount 915,144 361,932 93,313 44,264
- as a percentage of average daily net assets 65.34% 70.48% 109.03% 57.09%

(iv) The details of investments by a company in excess of 5% of the net assets of a scheme and investment made by the scheme or by any other
scheme for the current year in that company and the market value as at 31st March 2018 as per the disclosure requirement under Regulation 25(11)
or the SEBI Regulations are disclosed in Annexure I to the financial statements.
(v) Outstanding investments in the Sponsor company and its group companies as at the balance sheet date is Nil (Previous year Nil).
(vi) The Schemes have not entered into any derivative transactions during the current and previous year.

44
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund
31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017
7. DEPOSITS
CCIL margin deposit 18,411 14,208 14,160 14,754
Margin deposit for derivatives - - -
18,411 14,208 14,160 14,754

8. OTHER CURRENT ASSETS

Balances with banks in current accounts 627 36,314 8,438 38,957
Sundry debtors for units issued to investors
-Others 358,466 226,719 142,123 155,251
-Lateral shift receivable - - - -
Contracts for sale of investments 365,063 239,061 866,466 508,897
Outstanding and accrued income - - - -
Amount due from AMC 38,416 11,933 27,491 17,033
Placement under Collaterised Borrowing & Lending 1,414,051 887,217 176,425 851,538
Obligation/Reverse Repo
Other current assets 105,649 2,330 24,006 603
2,282,272 1,417,782 1,244,949 1,587,034
# Amount less than Rupees 0.5 thousand.

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund
April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
9. INTEREST
Money market instruments - - - -
Debentures and bonds - - - -
Deposits 82 735 84 522
Interest on G-Sec - - - -
Collateralised Borrowing & lending Obligation/ 51,193 29,440 22,634 35,698
Reverse Repo
Certificate Of Deposits & Commercial Papers - - - -
51,275 30,175 22,718 36,222

10. MANAGEMENT AND TRUSTEESHIP FEE

The Scheme pays fees for investment management services (excluding GST) under an agreement with the AMC, which provides for computation
of such fee as a percentage of the Scheme’s average daily net assets, after excluding the net asset value of the investments by the AMC in the
scheme and net asset value of investment made in other schemes, if any.
Mirae Asset Mirae Asset
India Equity Fund Emerging Bluechip Fund
April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Management fee at annualised average rate 1.26% 1.24% 1.25% 1.24%
The Trustee fees be charged 0.01% p.a. (annualized basis) on daily net assets of the schemes, subject to maximum of Rs.1.25 lacs per month for
all the schemes of Mirae Asset Mutual Fund put together, for the financial year April 01, 2017 to March 31, 2018 (calculated on a monthly basis).
The Scheme has paid for Trusteeship services at the rate of 0.01 per cent for the period from April 2016 to March 2017 of the Scheme's average
daily net assets

45
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund
31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017
7. DEPOSITS
CCIL margin deposit 2,351 1,052 3,044 1,860
Margin deposit for derivatives - -
2,351 1,052 3,044 1,860

8. OTHER CURRENT ASSETS

Balances with banks in current accounts 79 21,029 411 384
Sundry debtors for units issued to investors
-Others 220,323 202,382 102,372 15,514
-Lateral shift receivable - - - -
Contracts for sale of investments 50,999 60,932 289,500 69,695
Outstanding and accrued income - - 25,017 18,345
Amount due from AMC 6,346 3,066 6,155 3,186
Placement under Collaterised Borrowing & Lending 167,291 222,705 6,025 325,680
Obligation/Reverse Repo
Other current assets 3,301 (1,202) 13,717 367
448,339 509,964 443,197 435,031
# Amount less than Rupees 0.5 thousand.

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund
April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
9. INTEREST
Money market instruments - - 24,132 -
Debentures and bonds - - 33,656 18,037
Deposits 7 16 77 164
Interest on G-Sec - - 55,315 23,724
Collateralised Borrowing & lending Obligation/ 3,400 1,969 23,501 11,223
Reverse Repo
Certificate Of Deposits & Commercial Papers - - - 5,361
3,407 1,985 136,681 58,508

10. MANAGEMENT AND TRUSTEESHIP FEE

The Scheme pays fees for investment management services (excluding GST) under an agreement with the AMC, which provides for computation
of such fee as a percentage of the Scheme’s average daily net assets, after excluding the net asset value of the investments by the AMC in the
scheme and net asset value of investment made in other schemes, if any.
Mirae Asset Mirae Asset
Tax Saver Fund Hybrid Equity Fund
April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Management fee at annualised average rate 1.02% 1.00% 1.00% 0.97%
The Trustee fees be charged 0.01% p.a. (annualized basis) on daily net assets of the schemes, subject to maximum of Rs.1.25 lacs per month for
all the schemes of Mirae Asset Mutual Fund put together, for the financial year April 01, 2017 to March 31, 2018 (calculated on a monthly basis).
The Scheme has paid for Trusteeship services at the rate of 0.01 per cent for the period from April 2016 to March 2017 of the Scheme's average
daily net assets

46
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund
31 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017
7. DEPOSITS
CCIL margin deposit 466 270 32 30
Margin deposit for derivatives - -
466 270 32 30

8. OTHER CURRENT ASSETS

Balances with banks in current accounts 278 8 444 6
Sundry debtors for units issued to investors
-Others 97,521 (9,590) 342 11,618
-Lateral shift receivable - - - -
Contracts for sale of investments 46,976 2,948 - -
Outstanding and accrued income - 1 - -
Amount due from AMC 2,552 136 - 9
Placement under Collaterised Borrowing & Lending 76,664 179,974 94,895 2,951
Obligation/Reverse Repo
Other current assets 4,949 27 (74) 41
228,940 173,774 95,607 14,656
# Amount less than Rupees 0.5 thousand.

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund
April 01, 2017 April 01, 2016 April 01, 2017 to April 01, 2016
to to September 14, to
March 31, 2018 March 31, 2017 2017 March 31, 2017
9. INTEREST
Money market instruments - - - -
Debentures and bonds - - - -
Deposits 2 4 - 1
Interest on G-Sec - - - -
Collateralised Borrowing & lending Obligation/ 1,680 697 408 106
Reverse Repo
Certificate Of Deposits & Commercial Papers - - - -
1,682 701 408 107

10. MANAGEMENT AND TRUSTEESHIP FEE

The Scheme pays fees for investment management services (excluding service tax) under an agreement with the AMC, which provides for
computation of such fee as a percentage of the Scheme’s average daily net assets, after excluding the net asset value of the investments by the
AMC in the scheme and net asset value of investment made in other schemes, if any.
Mirae Asset Mirae Asset
Great Consumer Fund China Advantage Fund
April 01, 2017 April 01, 2016 April 01, 2017 to April 01, 2016
to to September 14, to
March 31, 2018 March 31, 2017 2017 March 31, 2017
Management fee at annualised average rate 1.34% 1.38% 1.35% 1.40%
The Trustee fees be charged 0.01% p.a. (annualized basis) on daily net assets of the schemes, subject to maximum of Rs.1.25 lacs per month for
all the schemes of Mirae Asset Mutual Fund put together, for the financial year April 01, 2017 to March 31, 2018 (calculated on a monthly basis).
The Scheme has paid for Trusteeship services at the rate of 0.01 per cent for the period from April 2016 to March 2017 of the Scheme's average
daily net assets

47
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

11. INCOME AND EXPENDITURE

The total income and expenditure and these amounts as a percentage of the scheme’s average daily net assets on an annualised basis are provided
below:

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund

April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Income (Includes refund - scheme expenses,

excluding net gain in unrealised gain in value of
Investments), provision for net unrealised loss
in value of investments, realised loss on sale of
investments, realised loss on inter-scheme transfer/
sale of investments)

- amount 3,178,261 2,753,931 6,246,793 3,059,772

- as a percentage of average daily net assets 6.31% 11.57% 13.74% 12.36%

Expenditure (excluding provision for net unrealised

loss in value of investments, realised loss on sale of
investments, realised loss on inter-scheme transfer/
sale of investments)

- amount 1,090,072 530,885 1,029,297 565,453

- as a percentage of average daily net assets 2.17% 2.23% 2.26% 2.28%

12. UNHEDGED FOREIGN CURRENCY EXPOSURE

Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund

31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017

Foreign currency exposure that has not been NA NA NA NA

hedged by derivative instruments

13. TRANSACTIONS COVERED BY REGULATION 25(8) OF THE SEBI REGULATION WITH THE SPONSOR OR ASSOCIATE OF THE SPONSOR

Particulars Mirae Asset Mirae Asset

India Equity Fund Emerging Bluechip Fund

31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017

Commission paid for procuring unit capital

Satco Capital Markets Limited 76.80 32.16 76.72 21.07

Chanchal Gopikisan Biyani 9.39 - 6.56 -

Brokerage on securities transactions

Mirae Asset Securities (HK) Ltd. 3.15 - 4.15 -

48
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

11. INCOME AND EXPENDITURE

The total income and expenditure and these amounts as a percentage of the scheme’s average daily net assets on an annualised basis are provided
below:

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund

April 01, 2017 April 01, 2016 April 01, 2017 April 01, 2016
to to to to
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Income (Includes refund - scheme expenses,

excluding net gain in unrealised gain in value of
Investments), provision for net unrealised loss
in value of investments, realised loss on sale of
investments, realised loss on inter-scheme transfer/
sale of investments)

- amount 471,627 146,140 482,609 273,101

- as a percentage of average daily net assets 7.72% 11.25% 5.99% 9.00%

Expenditure (excluding provision for net unrealised

loss in value of investments, realised loss on sale of
investments, realised loss on inter-scheme transfer/
sale of investments)

- amount 149,813 33,943 200,145 80,295

- as a percentage of average daily net assets 2.45% 2.61% 2.48% 2.65%

12. UNHEDGED FOREIGN CURRENCY EXPOSURE

Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund

31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017

Foreign currency exposure that has not been NA NA NA NA

hedged by derivative instruments

13. TRANSACTIONS COVERED BY REGULATION 25(8) OF THE SEBI REGULATION WITH THE SPONSOR OR ASSOCIATE OF THE SPONSOR

Particulars Mirae Asset Mirae Asset

Tax Saver Fund Hybrid Equity Fund

31 March, 2018 31 March, 2017 31 March, 2018 31 March, 2017

Commission paid for procuring unit capital

Satco Capital Markets Limited 65.33 6.17 77.98 12.34

Chanchal Gopikisan Biyani 1.16 - 1.17 -

Brokerage on securities transactions

Mirae Asset Securities (HK) Ltd. - - - -

49
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

11. INCOME AND EXPENDITURE

The total income and expenditure and these amounts as a percentage of the scheme’s average daily net assets on an annualised basis are provided
below:

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund

April 01, 2017 April 01, 2016 April 01, 2017 to April 01, 2016
to to September 14, to
March 31, 2018 March 31, 2017 2017 March 31, 2017

Income (Includes refund - scheme expenses,

excluding net gain in unrealised gain in value of
Investments), provision for net unrealised loss
in value of investments, realised loss on sale of
investments, realised loss on inter-scheme transfer/
sale of investments)

- amount 171,295 76,511 34,633 9,894

- as a percentage of average daily net assets 12.23% 14.90% 88.45% 12.76%

Expenditure (excluding provision for net unrealised

loss in value of investments, realised loss on sale of
investments, realised loss on inter-scheme transfer/
sale of investments)

- amount 38,947 14,731 800 1,714

- as a percentage of average daily net assets 2.78% 2.87% 2.04% 2.21%

12. UNHEDGED FOREIGN CURRENCY EXPOSURE

Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund

31 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017

Foreign currency exposure that has not been 163,191 163,191 - 65,386
hedged by derivative instruments

13. TRANSACTIONS COVERED BY REGULATION 25(8) OF THE SEBI REGULATION WITH THE SPONSOR OR ASSOCIATE OF THE SPONSOR

Particulars Mirae Asset Mirae Asset

Great Consumer Fund China Advantage Fund

31 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017

Commission paid for procuring unit capital

Satco Capital Markets Limited 19.32 - - -

Chanchal Gopikisan Biyani - - - -

Brokerage on securities transactions

Mirae Asset Securities (HK) Ltd. - - - -

50
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018

14. NET ASSET VALUE

Mirae Asset Mirae Asset

Options
India Equity Fund Emerging Bluechip Fund

28 March, 2018 31 March, 2017 28 March, 2018 31 March, 2017

Regular - Growth 44.815 39.891 47.521 42.549

Regular - Dividend 17.431 18.769 28.520 27.787

Direct - Dividend 32.957 30.844 45.456 40.409

Direct - Growth 46.858 41.421 49.850 44.311

Mirae Asset Mirae Asset

Options
Tax Saver Fund Hybrid Equity Fund

28 March, 2018 31 March, 2017 28 March, 2018 31 March, 2017

Regular - Growth 15.613 13.443 13.128 12.027

Regular - Dividend 13.749 12.884 12.169 11.811

Direct - Dividend 14.275 13.138 12.763 12.167

Direct - Growth 16.109 13.706 13.788 12.413

Mirae Asset Mirae Asset

Options
Great Consumer Fund China Advantage Fund*

28 March, 2018 31 March, 2017 14 September, 2017 31 March, 2017

Regular - Growth 31.715 25.624 17.296 14.558

Regular - Dividend 16.183 14.756 17.296 14.558

Direct - Dividend 31.894 26.814 17.457 14.652

Direct - Growth 33.818 26.970 17.919 15.033

The net asset value of the Scheme’s unit is determined separately for units issued under the options after including the respective unit capital and
reserves and surplus.
*Fund merged during the year
Mirae Asset China Advantage Fund has been merged with Mirae Asset Great Consumer Fund on going concern basis with effect from 15th September,
2017. The said merger were approved by the trustees and no objections were received from SEBI. As mentioned in the respective application for
the merger, exit option was provided to the unitholders. The details of net asset value, no. of units outstanding on the effective date of merger and
exchange ratio for the units are given below :
Transferor scheme No. of Units NAV per unit Exchange Ratio Transferee Scheme

Mirae Asset China Advantage Fund 4,289,931.496 17.492 1.60041 Mirae Asset Great Consumer Fund

The accounting of the merger has been carried out on Pooling of Interest Method. Accordingly, the assets and liabilities of the transferor scheme of
the merger have been transferred to the transferee scheme at book value. Further, the difference between the total face value of units allotted of the
transferee scheme and total face value of units extinguished of the transferor scheme have been adjusted in unit premium reserve account.

15. CONTINGENT LIABILITIES

At March 31 2018 - Nil (March 31 2017 - Nil).

16. UNCLAIMED DIVIDEND AND UNCLAIMED REDEMPTION

Unclaimed Dividend and Unclaimed Redemption includes unencashed redemption and dividend warrant/ cheque/ demand draft whose validity has
expired and are outstanding as at the Balance Sheet date and the income accrued on investments of such balances from the date of expiry to end of
three years from the date of issue of such warrant/ cheque/ demand draft.

51
11th Annual Report 2017 - 2018

The balances in unclaimed redemption and unclaimed dividend is included in the Collateralised Lending as at 31 March 2018 and in Balances with
banks and Reserve Bank of India in current account as on 31 March 2017. The balances and counts of unclaimed dividend and unclaimed redemption
is provided below –

Unclaimed Redemptions Unclaimed Dividend

Particulars
Amount (in Rs.) No. of Investors Amount (in Rs.) No. of Investors

Mirae Asset India Equity Fund 4,132,787 115 2,556,875 525

Mirae Asset Emerging Bluechip Fund 1,798,903 47 205,410 32

Mirae Asset Tax Saver Fund - - 3418 2

Mirae Asset Hybrid Equity Fund 42,731 2 11,156 12

Mirae Asset Great Consumer Fund 850,995 46 31,402 40

Mirae Asset China Advantage Fund 66,694 5 - -

17. INVESTOR EDUCATION FUND (IEF) & INVESTOR EDUCATION & AWARENESS INITIATIVE (IEAI)

Income earned on investment of unclaimed redemption and dividend which has been outstanding for more than 3 years.Investor Education & Awareness
Initiative – An annual charge of 2 bps of daily NAV being part of total recurring expenses is set aside for IEAI as mandated by SEBI vide circular No
CIR/IMD/DF/21/2012 dated September 13, 2012.The cumulative balance of the IEF and IEAI is transferred on periodic basis to a separate bank
account maintained for this purpose. These funds are utilized by the AMC in accordance with SEBI regulations and policy approved by the Trustees.
The balances pending utilization are deployed in money – market instruments.

The movement is as follows –

Amount (Rs. ,000)

Particulars
As at March 31, 2018 As at March 31, 2017
Opening Balance 2,302 7,012
Additions during the current year 24,917 11,551
Less – Utilizations during the current year 2,666 10,486
Less -50% balance transfer to AMFI 12,459 5,775
Closing Balance 12,095 2,302

18. PREVIOUS YEAR’S COMPARATIVES

Figures for the previous years have been regrouped / reclassified, wherever necessary to confirm to current years presentations.

19. SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION (REFER ANNEXURE II)

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments Neelesh Surana
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited Chief Investment Officer

Nilesh Joshi V.B. Haribhakti Swarup Mohanty Yogesh Chadha

Partner Chairman Director & CEO Director
M. No. 114749
Mahendra Kumar Jajoo Harshad Borawake
Head - Fixed Income Fund Manager (Equity)

Place: Mumbai S.T. Gerela Sudhir Kedia Ankit Jain

Date: July 19, 2018 Director Fund Manager (Equity) Fund Manager (Equity)

52
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure I
Disclosure under Regulation 25 (11) of SEBI (Mutual Fund) Regulations, 1996
Investments made by the schemes of Mirae Asset Mutual Fund in Companies or their subsidiaries that have invested more than 5% of the net
assets of any scheme

Investments made by the Schemes Aggregate cost of acquisition Outstanding as

Scheme Invested by
Name of the Company of Mirae Asset Mutual Fund in the during the period ended March on March 31, 2018
the Company
Company or its subsidiary 31, 2018 (Rupees in Lakhs) (Rupees in Lakhs)

Aadhar Housing Finance Mirae Asset Cash

Mirae Asset Cash Management Fund 7,418 -
Limited Management Fund
Mirae Asset Savings Fund 1,513 1,484
Mirae Asset Short Term Fund 1,000 1,000
Aspire Home Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 2,474 -
Corporation Limited Management Fund
Dewan Housing Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 61,260 22,330
Corporation Limited Management Fund
Mirae Asset Hybrid Equity Fund 6,332 -
Mirae Asset Savings Fund 2,488 1,006
Mirae Asset Cash
ECL Finance Limited Mirae Asset Cash Management Fund 19,456 -
Management Fund
Mirae Asset Hybrid Equity Fund 995 -
Mirae Asset Savings Fund 1,993 -
IIFL Wealth Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 7,431 4,460
Limited Management Fund
India Infoline Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 21,813 -
Limited Management Fund
Mirae Asset Dynamic Bond Fund 499 -
Mirae Asset Hybrid Equity Fund 12,679 -
Mirae Asset Savings Fund 2,345 -
India Infoline Housing Mirae Asset Cash
Mirae Asset Cash Management Fund 19,908 2,483
Finance Limited Management Fund
Indiabulls Housing Mirae Asset Cash
Mirae Asset Cash Management Fund 34,648 10,409
Finance Limited Management Fund
Mirae Asset Hybrid Equity Fund 969 -
Mirae Asset Savings Fund 4,602 1,505
JM Financial Products Mirae Asset Cash
Mirae Asset Cash Management Fund 35,871 2,964
Limited Management Fund
Mirae Asset Hybrid Equity Fund 1,905 -
Mirae Asset Savings Fund 3,276 -
Mirae Asset Cash
JSW Steel Limited Mirae Asset Cash Management Fund 2,475 -
Management Fund
Motilal Oswal Securities Mirae Asset Cash
Mirae Asset Cash Management Fund 17,314 -
Limited Management Fund
Mirae Asset Hybrid Equity Fund 11,491 -
Mirae Asset Savings Fund 2,473 -
Shriram Transport Mirae Asset Cash
Mirae Asset Cash Management Fund 7,445 -
Finance Company Limited Management Fund
Mirae Asset Hybrid Equity Fund 2,495 -
Mirae Asset Savings Fund 4,134 2,703
Note:
The above said investments were made to optimize return and high liquidity. The investments have been made purely on fundamental consideration after
carrying out proper due diligence & research.

53
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (1)
MIRAE ASSET INDIA EQUITY FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

EQUITY SHARES

Auto 5,941,379 5,223,033 7.71% 7.95%

Bajaj Auto Limited 393,288 1,079,458 1.59% 1.64%
Mahindra & Mahindra Limited 1,327,181 980,654 1.45% 1.49%
Maruti Suzuki India Limited 208,960 1,851,615 2.73% 2.82%
Tata Motors Limited 4,011,950 1,311,306 1.94% 1.99%

Auto Ancillaries 4,113,775 1,545,903 2.28% 2.35%

CEAT Limited 490,201 738,390 1.09% 1.12%
Exide Industries Limited 3,623,574 807,513 1.19% 1.23%

Banks 39,424,839 17,560,959 25.92% 26.72%

Axis Bank Limited 1,378,000 703,469 1.04% 1.07%
Bank of Baroda 2,800,000 398,440 0.59% 0.61%
HDFC Bank Limited 3,134,286 5,911,577 8.73% 8.99%
ICICI Bank Limited 11,665,516 3,247,096 4.79% 4.94%
IndusInd Bank Limited 1,131,316 2,032,692 3.00% 3.09%
Kotak Mahindra Bank Limited 1,875,369 1,965,012 2.90% 2.99%
State Bank of India 8,603,264 2,149,956 3.17% 3.27%
The Federal Bank Limited 7,147,088 637,520 0.94% 0.97%
Yes Bank Limited 1,690,000 515,197 0.76% 0.78%

Cement 2,206,332 2,306,225 3.40% 3.51%

Grasim Industries Limited 1,860,176 1,954,859 2.89% 2.97%
JK Cement Limited 346,156 351,366 0.52% 0.53%

Chemicals 1,431,888 1,079,772 1.59% 1.64%

Tata Chemicals Limited 943,116 638,631 0.94% 0.97%
Vinati Organics Limited 488,772 441,141 0.65% 0.67%

Construction Project 3,204,214 3,403,404 5.02% 5.18%

Larsen & Toubro Limited 2,049,141 2,686,219 3.96% 4.09%
Voltas Limited 1,155,073 717,185 1.06% 1.09%

Consumer Durables 2,291,229 1,117,776 1.65% 1.70%

Havells India Limited 2,291,229 1,117,776 1.65% 1.70%

54
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Consumer Non Durables 19,452,339 6,509,840 9.61% 9.90%

Asian Paints Limited 101,723 113,970 0.17% 0.17%
Dabur India Limited 2,481,147 814,809 1.20% 1.24%
Emami Limited 369,786 395,246 0.58% 0.60%
Hindustan Unilever Limited 756,258 1,008,357 1.49% 1.53%
ITC Limited 9,719,865 2,483,426 3.67% 3.78%
Marico Limited 2,012,424 656,151 0.97% 1.00%
Tata Global Beverages Limited 4,011,136 1,037,881 1.53% 1.58%

Ferrous Metals 2,608,638 1,396,796 2.06% 2.12%

Tata Steel Limited 2,608,638 1,396,796 2.06% 2.12%

Finance 6,877,942 4,646,855 6.86% 7.07%

Bharat Financial Inclusion Limited 235,000 257,760 0.38% 0.39%
Housing Development Finance Corporation Limited 1,608,273 2,936,063 4.33% 4.47%
ICICI Lombard General Insurance Company Limited 637,295 505,917 0.75% 0.77%
Max Financial Services Limited 1,032,374 468,130 0.69% 0.71%
Power Finance Corporation Limited 2,800,000 239,820 0.35% 0.36%
Reliance Capital Limited 565,000 239,165 0.35% 0.36%

Gas 7,581,321 2,127,466 3.14% 3.24%

GAIL (India) Limited 3,858,188 1,267,608 1.87% 1.93%
Petronet LNG Limited 3,723,133 859,858 1.27% 1.31%

Industrial Capital Goods 2,147,884 481,703 0.71% 0.73%

Bharat Electronics Limited 1,654,993 234,099 0.35% 0.36%
Cochin Shipyard Limited 492,891 247,604 0.37% 0.38%

Media & Entertainment 678,251 390,333 0.58% 0.59%

Zee Entertainment Enterprises Limited 678,251 390,333 0.58% 0.59%

Petroleum Products 7,004,837 3,697,121 5.46% 5.62%

Hindustan Petroleum Corporation Limited 2,341,721 807,542 1.19% 1.23%
Indian Oil Corporation Limited 1,737,082 306,769 0.45% 0.47%
Reliance Industries Limited 2,926,034 2,582,810 3.81% 3.93%

Pharmaceuticals 4,252,735 2,668,000 3.94% 4.06%

Aurobindo Pharma Limited 1,204,982 672,199 0.99% 1.02%
Lupin Limited 891,624 656,102 0.97% 1.00%
Sun Pharmaceutical Industries Limited 1,795,433 888,919 1.31% 1.35%
Torrent Pharmaceuticals Limited 360,696 450,780 0.67% 0.69%

Power 2,954,858 571,026 0.84% 0.87%

55
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)
Power Grid Corporation of India Limited 2,954,858 571,026 0.84% 0.87%

Retailing 1,113,838 168,022 0.25% 0.26%

Aditya Birla Fashion and Retail Limited 1,113,838 168,022 0.25% 0.26%

Software 4,835,446 6,470,546 9.55% 9.84%

HCL Technologies Limited 310,684 300,929 0.44% 0.46%
Info Edge (India) Limited 722,204 848,879 1.25% 1.29%
Infosys Limited 3,210,365 3,633,491 5.36% 5.53%
Tata Consultancy Services Limited 592,193 1,687,247 2.49% 2.57%

Telecom - Services 2,049,568 817,163 1.21% 1.24%

Bharti Airtel Limited 2,049,568 817,163 1.21% 1.24%

Transportation 1,916,241 753,769 1.11% 1.15%

Adani Ports and Special Economic Zone Limited 1,831,810 648,644 0.96% 0.99%
Container Corporation of India Limited 84,431 105,125 0.16% 0.16%

Healthcare Services 458,837 488,501 0.72% 0.74%

Apollo Hospitals Enterprise Limited 458,837 488,501 0.72% 0.74%

Textile Products 858,199 770,448 1.14% 1.17%

Raymond Limited 858,199 770,448 1.14% 1.17%

Non - Ferrous Metals 5,540,106 1,539,318 2.27% 2.34%

Vedanta Limited 5,540,106 1,539,318 2.27% 2.34%

Total 128,944,696 65,733,979 97.02% 100.00%

MUTUAL FUND UNITS

129,020 236,406 0.35% 100.00%
Mirae Asset Mutual Fund 129,020 236,406 0.35% 100.00%

Total 129,020 236,406 0.35% 100.00%

Grand Total 129,073,716 65,970,385 97.37%

OTHER CURRENT ASSETS 2,300,683 3.40%

TOTAL ASSETS 68,271,068 100.77%

LESS: CURRENT LIABILITIES 520,604 0.77%

NET ASSETS 67,750,464 100.00%

*Industry classification has been done on the basis of industry information provided by AMFI

56
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (2)
MIRAE ASSET EMERGING BLUECHIP FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

EQUITY SHARES

Auto 3,425,248 1,417,455 2.83% 2.89%

Mahindra & Mahindra Limited 723,000 534,225 1.07% 1.09%
Tata Motors Limited 2,702,248 883,230 1.76% 1.80%

Auto Ancillaries 8,778,956 3,182,992 6.36% 6.48%

Apollo Tyres Limited 3,057,419 847,058 1.69% 1.72%
CEAT Limited 826,592 1,245,096 2.49% 2.53%
Exide Industries Limited 4,894,945 1,090,838 2.18% 2.22%

Banks 33,668,806 10,386,957 20.75% 21.15%

Canara Bank 3,522,458 929,577 1.86% 1.89%
DCB Bank Limited 2,756,939 445,383 0.89% 0.91%
HDFC Bank Limited 1,109,730 2,093,062 4.18% 4.26%
ICICI Bank Limited 6,402,029 1,782,005 3.56% 3.63%
IndusInd Bank Limited 805,067 1,446,504 2.89% 2.95%
Kotak Mahindra Bank Limited 1,676,073 1,756,189 3.51% 3.58%
The Federal Bank Limited 15,622,950 1,393,567 2.78% 2.84%
Yes Bank Limited 1,773,560 540,670 1.08% 1.10%

Cement 1,811,210 1,879,695 3.76% 3.83%

Grasim Industries Limited 1,149,958 1,208,491 2.41% 2.46%
JK Cement Limited 661,252 671,204 1.34% 1.37%

Chemicals 3,574,706 2,497,205 4.99% 5.08%

GOCL Corporation Limited 907,038 451,524 0.90% 0.92%
Tata Chemicals Limited 1,606,135 1,087,594 2.17% 2.21%
Vinati Organics Limited 1,061,533 958,087 1.91% 1.95%

Construction 46,723 161,468 0.32% 0.33%

Cera Sanitaryware Limited 46,723 161,468 0.32% 0.33%

Construction Project 1,822,203 1,131,406 2.26% 2.30%

Voltas Limited 1,822,203 1,131,406 2.26% 2.30%

Consumer Durables 3,012,225 1,504,382 3.01% 3.06%

Havells India Limited 2,868,643 1,399,467 2.80% 2.85%
Khadim India Limited 143,582 104,915 0.21% 0.21%

57
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Consumer Non Durables 12,901,524 4,859,104 9.71% 9.89%

Asian Paints Limited 9,000 10,084 0.02% 0.02%
Coffee Day Enterprises Limited 1,750,488 533,636 1.07% 1.09%
Dabur India Limited 1,749,073 574,396 1.15% 1.17%
DFM Foods Limited 366,698 514,679 1.03% 1.05%
Emami Limited 743,046 794,205 1.59% 1.62%
Jyothy Laboratories Limited 1,502,807 594,886 1.19% 1.21%
Kaveri Seed Company Limited 368,515 178,140 0.36% 0.36%
Tata Global Beverages Limited 6,411,897 1,659,078 3.31% 3.38%

Ferrous Metals 1,843,771 974,057 1.95% 1.98%

Tata Steel Limited 1,843,771 974,057 1.95% 1.98%

Finance 10,015,702 2,904,512 5.80% 5.91%

Bharat Financial Inclusion Limited 1,071,644 1,175,433 2.35% 2.39%
Equitas Holdings Limited 2,977,123 429,003 0.86% 0.87%
Max Financial Services Limited 1,341,935 608,500 1.22% 1.24%
Power Finance Corporation Limited 3,750,000 321,188 0.64% 0.65%
Reliance Capital Limited 875,000 370,388 0.74% 0.75%

Gas 7,117,231 1,946,938 3.89% 3.96%

GAIL (India) Limited 3,106,697 1,020,705 2.04% 2.08%
Petronet LNG Limited 4,010,534 926,233 1.85% 1.89%

Industrial Capital Goods 5,070,104 676,407 1.35% 1.38%

CG Power and Industrial Solutions Limited 4,761,962 369,528 0.74% 0.75%
Cochin Shipyard Limited 67,597 33,957 0.07% 0.07%
Thermax Limited 240,545 272,922 0.55% 0.56%

Industrial Products 1,700,852 1,555,248 3.11% 3.17%

Finolex Cables Limited 1,129,961 762,554 1.52% 1.55%
Nilkamal Limited 340,766 517,913 1.03% 1.05%
Supreme Industries Limited 230,125 274,781 0.55% 0.56%

Media & Entertainment 247,347 142,348 0.28% 0.29%

Zee Entertainment Enterprises Limited 247,347 142,348 0.28% 0.29%

Petroleum Products 1,889,436 651,572 1.30% 1.33%

Hindustan Petroleum Corporation Limited 1,889,436 651,572 1.30% 1.33%

Pharmaceuticals 4,037,248 3,147,288 6.29% 6.41%

Glenmark Pharmaceuticals Limited 760,000 399,988 0.80% 0.81%
IPCA Laboratories Limited 1,409,075 923,860 1.85% 1.88%
Lupin Limited 449,126 330,489 0.66% 0.67%
Natco Pharma Limited 565,416 426,126 0.85% 0.87%
Torrent Pharmaceuticals Limited 853,631 1,066,825 2.13% 2.17%

58
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Non - Ferrous Metals 3,085,000 857,167 1.71% 1.75%

Vedanta Limited 3,085,000 857,167 1.71% 1.75%

Software 2,404,496 2,771,810 5.54% 5.64%

Info Edge (India) Limited 1,155,996 1,358,758 2.71% 2.77%
Infosys Limited 1,248,500 1,413,052 2.82% 2.88%

Transportation 3,507,716 956,957 1.91% 1.95%

Adani Ports and Special Economic Zone Limited 1,417,917 502,084 1.00% 1.02%
Container Corporation of India Limited 83,786 104,322 0.21% 0.21%
Gateway Distriparks Limited 2,006,013 350,551 0.70% 0.71%

Healthcare Services 3,157,565 1,138,038 2.27% 2.32%

Apollo Hospitals Enterprise Limited 890,718 948,303 1.89% 1.93%
Max India Limited 2,266,847 189,735 0.38% 0.39%

Hotels, Resorts And Other Recreational Activities 809,914 237,507 0.47% 0.48%
Mahindra Holidays & Resorts India Limited 809,914 237,507 0.47% 0.48%

Pesticides 831,613 736,144 1.47% 1.50%

PI Industries Limited 831,613 736,144 1.47% 1.50%

Retailing 4,116,737 621,010 1.24% 1.26%

Aditya Birla Fashion and Retail Limited 4,116,737 621,010 1.24% 1.26%

Textile Products 2,372,824 2,779,239 5.55% 5.66%

Raymond Limited 1,759,020 1,579,160 3.16% 3.22%
SRF Limited 613,804 1,200,079 2.40% 2.44%

Total 121,249,157 49,116,906 98.13% 100.00%

MUTUAL FUND UNITS

23,368 42,817 0.09% 100.00%
Mirae Asset Mutual Fund 23,368 42,817 0.09% 100.00%

Total 23,368 42,817 0.09% 100.00%

Grand Total 121,272,525 49,159,723 98.22%

OTHER CURRENT ASSETS 1,259,109 2.52%

TOTAL ASSETS 50,418,832 100.73%

LESS: CURRENT LIABILITIES 367,449 0.73%

NET ASSETS 50,051,383 100.00%

*Industry classification has been done on the basis of industry information provided by AMFI

59
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (3)
MIRAE ASSET TAX SAVER FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

EQUITY SHARES

Auto 761,596 580,886 6.42% 6.71%

Bajaj Auto Limited 34,117 93,641 1.04% 1.08%

Mahindra & Mahindra Limited 115,000 84,974 0.94% 0.98%

Maruti Suzuki India Limited 23,679 209,822 2.32% 2.42%

Tata Motors Limited 588,800 192,449 2.13% 2.22%

Auto Ancillaries 1,331,079 441,235 4.88% 5.10%

Apollo Tyres Limited 522,622 144,792 1.60% 1.67%

CEAT Limited 90,598 136,468 1.51% 1.58%

Exide Industries Limited 717,859 159,975 1.77% 1.85%

Banks 5,875,032 2,344,870 25.93% 27.08%

Axis Bank Limited 92,000 46,966 0.52% 0.54%

Bank of Baroda 350,000 49,805 0.55% 0.58%

HDFC Bank Limited 387,303 730,492 8.08% 8.44%

ICICI Bank Limited 1,476,396 410,955 4.54% 4.75%

IndusInd Bank Limited 179,464 322,452 3.57% 3.72%

Kotak Mahindra Bank Limited 259,027 271,408 3.00% 3.13%

State Bank of India 1,062,053 265,407 2.94% 3.06%

The Federal Bank Limited 1,777,349 158,540 1.75% 1.83%

Yes Bank Limited 291,440 88,845 0.98% 1.03%

Cement 240,223 252,450 2.79% 2.92%

Grasim Industries Limited 240,223 252,450 2.79% 2.92%

Chemicals 330,550 241,389 2.67% 2.79%

GOCL Corporation Limited 71,629 35,657 0.39% 0.41%

Tata Chemicals Limited 124,034 83,990 0.93% 0.97%

Vinati Organics Limited 134,887 121,742 1.35% 1.41%

Construction Project 445,341 425,667 4.71% 4.92%

Larsen & Toubro Limited 216,166 283,372 3.13% 3.27%

Voltas Limited 229,175 142,295 1.57% 1.64%

60
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Consumer Durables 522,154 282,486 3.12% 3.26%

Havells India Limited 407,872 198,980 2.20% 2.30%

Khadim India Limited 114,282 83,506 0.92% 0.96%

Consumer Non Durables 2,862,658 854,070 9.44% 9.86%

Asian Paints Limited 50 56 0.00% 0.00%

Coffee Day Enterprises Limited 344,285 104,955 1.16% 1.21%

Dabur India Limited 398,697 130,932 1.45% 1.51%

DFM Foods Limited 63,699 89,405 0.99% 1.03%

ITC Limited 999,637 255,407 2.82% 2.95%

Tata Global Beverages Limited 1,056,290 273,315 3.02% 3.16%

Ferrous Metals 335,206 179,332 1.98% 2.07%

Tata Steel Limited 335,206 179,332 1.98% 2.07%

Finance 502,226 384,440 4.25% 4.44%

Housing Development Finance Corporation Limited 117,500 214,508 2.37% 2.48%

Max Financial Services Limited 234,726 106,437 1.18% 1.23%

Reliance Capital Limited 150,000 63,495 0.70% 0.73%

Gas 476,952 156,703 1.73% 1.81%

GAIL (India) Limited 476,952 156,703 1.73% 1.81%

Industrial Capital Goods 1,066,957 82,796 0.92% 0.96%

CG Power and Industrial Solutions Limited 1,066,957 82,796 0.92% 0.96%

Media & Entertainment 15,513 8,928 0.10% 0.10%

Zee Entertainment Enterprises Limited 15,513 8,928 0.10% 0.10%

Petroleum Products 552,398 290,996 3.22% 3.36%

Hindustan Petroleum Corporation Limited 365,540 126,056 1.39% 1.46%

Reliance Industries Limited 186,858 164,940 1.82% 1.90%

Pharmaceuticals 605,889 458,769 5.07% 5.30%

IPCA Laboratories Limited 110,116 72,198 0.80% 0.83%

Lupin Limited 104,223 76,692 0.85% 0.89%

Natco Pharma Limited 78,062 58,831 0.65% 0.68%

Sun Pharmaceutical Industries Limited 186,488 92,330 1.02% 1.07%

Torrent Pharmaceuticals Limited 127,000 158,718 1.76% 1.83%

Power 19,506 3,770 0.04% 0.04%

61
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Power Grid Corporation of India Limited 19,506 3,770 0.04% 0.04%

Software 582,147 736,914 8.15% 8.51%

Info Edge (India) Limited 144,959 170,385 1.88% 1.97%

Infosys Limited 395,426 447,543 4.95% 5.17%

Tata Consultancy Services Limited 41,762 118,986 1.32% 1.37%

Transportation 482,180 123,018 1.36% 1.42%

Adani Ports and Special Economic Zone Limited 216,097 76,520 0.85% 0.88%

Gateway Distriparks Limited 266,083 46,498 0.51% 0.54%

Healthcare Services 126,830 135,030 1.49% 1.56%

Apollo Hospitals Enterprise Limited 126,830 135,030 1.49% 1.56%

Pesticides 94,283 83,459 0.92% 0.96%

PI Industries Limited 94,283 83,459 0.92% 0.96%

Retailing 757,314 114,241 1.26% 1.32%

Aditya Birla Fashion and Retail Limited 757,314 114,241 1.26% 1.32%

Textile Products 283,644 254,641 2.82% 2.94%

Raymond Limited 283,644 254,641 2.82% 2.94%

Non - Ferrous Metals 804,025 223,398 2.47% 2.58%

Vedanta Limited 804,025 223,398 2.47% 2.58%

Total 19,073,703 8,659,488 96% 100.00%

MUTUAL FUND UNITS

11,061 20,268 0.22% 100.00%

Mirae Asset Mutual Fund 11,061 20,268 0.22% 100.00%

Total 11,061 20,268 0.22% 100.00%

Grand Total 19,084,764 8,679,756 95.99%

OTHER CURRENT ASSETS 450,690 4.98%

TOTAL ASSETS 9,130,446 100.97%

LESS: CURRENT LIABILITIES 87,683 0.97%

NET ASSETS 9,042,763 100.00%

*Industry classification has been done on the basis of industry information provided by AMFI

62
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (4)
MIRAE ASSET HYBRID - EQUITY FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

EQUITY SHARES

Auto 546,603 488,953 4.41% 6.06%

Bajaj Auto Limited 35,753 98,131 0.88% 1.22%
Mahindra & Mahindra Limited 70,000 51,723 0.47% 0.64%
Maruti Suzuki India Limited 22,850 202,476 1.82% 2.51%
Tata Motors Limited 418,000 136,623 1.23% 1.69%

Auto Ancillaries 635,480 176,270 1.59% 2.18%

CEAT Limited 27,000 40,670 0.37% 0.50%
Exide Industries Limited 608,480 135,600 1.22% 1.68%

Banks 3,645,822 2,089,769 18.83% 25.90%

Axis Bank Limited 182,000 92,911 0.84% 1.15%
HDFC Bank Limited 472,521 891,222 8.03% 11.05%
ICICI Bank Limited 1,432,359 398,697 3.59% 4.94%
IndusInd Bank Limited 65,450 117,597 1.06% 1.46%
Kotak Mahindra Bank Limited 257,912 270,240 2.44% 3.35%
State Bank of India 1,047,580 261,790 2.36% 3.24%
Yes Bank Limited 188,000 57,312 0.52% 0.71%

Cement 239,112 251,283 2.26% 3.11%

Grasim Industries Limited 239,112 251,283 2.26% 3.11%

Construction Project 261,523 320,405 2.89% 3.97%

Larsen & Toubro Limited 229,023 300,226 2.71% 3.72%
Voltas Limited 32,500 20,179 0.18% 0.25%

Consumer Durables 245,401 119,719 1.08% 1.48%

Havells India Limited 245,401 119,719 1.08% 1.48%

Consumer Non Durables 2,359,868 825,375 7.44% 10.23%

Asian Paints Limited 22,430 25,131 0.23% 0.31%
Dabur India Limited 199,020 65,358 0.59% 0.81%
DFM Foods Limited 43,500 61,054 0.55% 0.76%
Emami Limited 52,000 55,580 0.50% 0.69%
Gillette India Limited 821 5,384 0.05% 0.07%
Hindustan Unilever Limited 83,039 110,720 1.00% 1.37%
ITC Limited 1,464,058 374,067 3.37% 4.64%
Tata Global Beverages Limited 495,000 128,081 1.15% 1.59%

63
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Ferrous Metals 298,407 162,117 1.46% 2.01%

Tata Steel Limited 298,407 162,117 1.46% 2.01%

Finance 1,245,805 796,388 7.18% 9.87%

Bharat Financial Inclusion Limited 170,000 186,465 1.68% 2.31%
Housing Development Finance Corporation Limited 217,550 397,159 3.58% 4.92%
ICICI Lombard General Insurance Company Limited 81,955 65,060 0.59% 0.81%
Max Financial Services Limited 159,300 72,235 0.65% 0.90%
Power Finance Corporation Limited 550,000 47,108 0.42% 0.58%
Reliance Capital Limited 67,000 28,361 0.26% 0.35%

Gas 878,786 247,188 2.23% 3.06%

GAIL (India) Limited 453,200 148,899 1.34% 1.85%
Petronet LNG Limited 425,586 98,289 0.89% 1.22%

Industrial Products 30,000 20,990 0.19% 0.26%

Bharat Forge Limited 30,000 20,990 0.19% 0.26%

Media & Entertainment 66,398 46,405 0.42% 0.58%

Sun TV Network Limited 30,000 25,458 0.23% 0.32%
Zee Entertainment Enterprises Limited 36,398 20,947 0.19% 0.26%

Minerals/Mining 600,000 71,130 0.64% 0.88%

NMDC Limited 600,000 71,130 0.64% 0.88%

Pesticides 50,000 44,260 0.40% 0.55%

PI Industries Limited 50,000 44,260 0.40% 0.55%

Petroleum Products 951,749 476,162 4.29% 5.90%

Hindustan Petroleum Corporation Limited 338,189 116,624 1.05% 1.45%
Indian Oil Corporation Limited 257,826 45,532 0.41% 0.56%
Reliance Industries Limited 355,734 314,006 2.83% 3.89%

Pharmaceuticals 557,987 339,515 3.06% 4.21%

Aurobindo Pharma Limited 99,634 55,581 0.50% 0.69%
Lupin Limited 106,075 78,055 0.70% 0.97%
Sun Pharmaceutical Industries Limited 310,582 153,769 1.39% 1.91%
Torrent Pharmaceuticals Limited 41,696 52,110 0.47% 0.65%

Power 375,109 110,642 1.00% 1.37%

CESC Limited 49,359 47,691 0.43% 0.59%
Power Grid Corporation of India Limited 325,750 62,951 0.57% 0.78%

Retailing 569,737 85,945 0.77% 1.07%

Aditya Birla Fashion and Retail Limited 569,737 85,945 0.77% 1.07%

64
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Software 704,523 908,557 8.19% 11.26%

HCL Technologies Limited 165,000 159,819 1.44% 1.98%
Info Edge (India) Limited 38,318 45,039 0.41% 0.56%
Infosys Limited 421,760 477,348 4.30% 5.92%
Tata Consultancy Services Limited 79,445 226,351 2.04% 2.81%

Telecom - Services 287,443 114,604 1.03% 1.42%

Bharti Airtel Limited 287,443 114,604 1.03% 1.42%

Transportation 309,075 117,571 1.06% 1.46%

Adani Ports and Special Economic Zone Limited 299,953 106,213 0.96% 1.32%
Container Corporation of India Limited 9,122 11,358 0.10% 0.14%

Textile Products 77,000 69,127 0.62% 0.86%

Raymond Limited 77,000 69,127 0.62% 0.86%

Non - Ferrous Metals 669,504 186,022 1.68% 2.31%

Vedanta Limited 669,504 186,022 1.68% 2.31%

Total 15,605,332 8,068,397 72.72% 100.00%

CERTIFICATE OF DEPOSIT

Banks 11,000,000 1,085,520 9.78% 100.00%

Andhra Bank 9,000,000 886,855 7.99% 81.70%
Bandhan Bank Limited 500,000 49,536 0.45% 4.56%
ICICI Bank Limited 1,000,000 99,341 0.90% 9.15%
The South Indian Bank Limited 500,000 49,788 0.45% 4.59%

Total 11,000,000 1,085,520 9.78% 100.00%

CORPORATE BOND

Construction 100,000 9,846 0.09% 2.68%

National Highways Auth Of Ind 100,000 9,846 0.09% 2.68%

Finance 3,020,000 305,777 2.76% 83.13%

Export Import Bank of India 1,500,000 156,242 1.41% 42.48%
Indian Railway Finance Corporation Limited 10,000 1,005 0.01% 0.27%
LIC Housing Finance Limited 1,010,000 98,558 0.89% 26.80%
National Bank For Agriculture and Rural Development 500,000 49,972 0.45% 13.59%

Power 500,000 50,161 0.45% 13.64%

NTPC Limited 500,000 50,161 0.45% 13.64%

65
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Telecom - Services 20,000 2,028 0.02% 0.55%

Reliance Jio Infocomm Limited 20,000 2,028 0.02% 0.55%

Total 3,640,000 367,812 3.32% 100.00%

COMMERCIAL PAPER

Commercial Paper 4,500,000 449,613 4.05% 100.00%

Reliance Jio Infocomm Limited 4,500,000 449,613 4.05% 100.00%

Total 4,500,000 449,613 4.05% 100.00%

GOVERNMENT BOND

Government Bond 10,300,000 982,967 8.86% 100.00%

Government of India 10,300,000 982,967 8.86% 100.00%

Total 10,300,000 982,967 8.86% 100.00%

MARGIN FIXED DEPOSIT

Margin Fixed Deposit 5,000,000 5,000 0.05% 100.00%

HDFC Bank Limited 5,000,000 5,000 0.05% 100.00%

Total 5,000,000 5,000 0.05% 100.00%

ZERO COUPON BOND

Zero Coupon Bond 100,000 10,143 0.09% 100.00%

Edelweiss Commodities Services Limited 100,000 10,143 0.09% 100.00%

Total 100,000 10,143 0.09% 100.00%

Grand Total 50,145,332 10,969,452 98.87%

OTHER CURRENT ASSETS 446,240 4.02%

TOTAL ASSETS 11,415,691 102.89%

LESS: CURRENT LIABILITIES 320,352 2.89%

NET ASSETS 11,095,339 100.00%

*Industry classification has been done on the basis of industry information provided by AMFI

66
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (5)
MIRAE ASSET GREAT CONSUMER FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

DOMESTIC EQUITY SHARES *

Auto 142,500 248,645 8.68% 9.36%

Bajaj Auto Limited 33,000 90,575 3.16% 3.41%

Mahindra & Mahindra Limited 100,000 73,890 2.58% 2.78%

Maruti Suzuki India Limited 9,500 84,180 2.94% 3.17%

Auto Ancillaries 615,000 202,483 7.07% 7.62%

Apollo Tyres Limited 260,000 72,033 2.52% 2.71%

CEAT Limited 40,000 60,252 2.10% 2.27%

Exide Industries Limited 315,000 70,198 2.45% 2.64%

Banks 1,437,000 579,307 20.23% 21.80%

HDFC Bank Limited 111,000 209,357 7.31% 7.88%

ICICI Bank Limited 319,000 88,794 3.10% 3.34%

IndusInd Bank Limited 51,000 91,634 3.20% 3.45%

Kotak Mahindra Bank Limited 66,000 69,155 2.42% 2.60%

State Bank of India 255,000 63,725 2.23% 2.40%

The Federal Bank Limited 635,000 56,642 1.98% 2.13%

Cement 95,000 99,119 3.46% 3.73%

Grasim Industries Limited 75,000 78,818 2.75% 2.97%

JK Cement Limited 20,000 20,301 0.71% 0.76%

Chemicals 1,863 927 0.03% 0.03%

GOCL Corporation Limited 1,863 927 0.03% 0.03%

Construction Project 95,000 58,986 2.06% 2.22%

Voltas Limited 95,000 58,986 2.06% 2.22%

67
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Consumer Durables 316,338 182,620 6.38% 6.87%

Havells India Limited 200,000 97,570 3.41% 3.67%

Khadim India Limited 116,138 84,862 2.96% 3.19%

Titan Company Limited 200 188 0.01% 0.01%

Consumer Non Durables 2,048,500 767,600 26.81% 28.88%

Berger Paints (I) Limited 230,000 59,041 2.06% 2.22%

Coffee Day Enterprises Limited 270,000 82,310 2.87% 3.10%

Dabur India Limited 218,000 71,591 2.50% 2.69%

DFM Foods Limited 26,500 37,194 1.30% 1.40%

Emami Limited 38,000 40,616 1.42% 1.53%

GlaxoSmithKline Consumer Healthcare Limited 7,000 42,701 1.49% 1.61%

Hindustan Unilever Limited 45,000 60,001 2.10% 2.26%

ITC Limited 590,000 150,745 5.26% 5.67%

Jyothy Laboratories Limited 220,000 87,087 3.04% 3.28%

Nestle India Limited 4,000 32,814 1.15% 1.23%

Tata Global Beverages Limited 400,000 103,500 3.61% 3.89%

Finance 267,000 159,079 5.56% 5.99%

Bharat Financial Inclusion Limited 30,000 32,906 1.15% 1.24%

ICICI Lombard General Insurance Company Limited 60,000 47,631 1.66% 1.79%

Max Financial Services Limited 120,000 54,414 1.90% 2.05%

Reliance Capital Limited 57,000 24,128 0.84% 0.91%

Industrial Products 6,846 10,405 0.36% 0.39%

Nilkamal Limited 6,846 10,405 0.36% 0.39%

Media & Entertainment 25,000 14,388 0.50% 0.54%

Zee Entertainment Enterprises Limited 25,000 14,388 0.50% 0.54%

Retailing 535,000 80,705 2.82% 3.04%

Aditya Birla Fashion and Retail Limited 535,000 80,705 2.82% 3.04%

68
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Software 60,000 70,524 2.46% 2.65%

Info Edge (India) Limited 60,000 70,524 2.46% 2.65%

Services 9,183 6,912 0.24% 0.26%

Matrimony.Com Limited 9,183 6,912 0.24% 0.26%

Healthcare Services 55,000 58,556 2.05% 2.20%

Apollo Hospitals Enterprise Limited 55,000 58,556 2.05% 2.20%

Hotels, Resorts And Other Recreational Activities 131,388 38,530 1.35% 1.45%

Mahindra Holidays & Resorts India Limited 131,388 38,530 1.35% 1.45%

Textile Products 88,000 79,002 2.76% 2.97%

Raymond Limited 88,000 79,002 2.76% 2.97%

Total 5,928,618 2,657,788 92.82% 100.00%

Grand Total 5,928,618 2,657,788 92.82%

DEPOSITS

OTHER CURRENT ASSETS 229,406 8.01%

TOTAL ASSETS 2,887,194 100.84%

LESS: CURRENT LIABILITIES 23,909 0.84%

NET ASSETS 2,863,285 100.00%

*Industry classification has been done on the basis of industry information provided by AMFI

69
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

BALANCE SHEET AS AT 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Cash Management Fund

Schedule
31 March, 2018 31 March, 2017

SOURCES OF FUNDS

Unit capital 2(b) & 3 15,314,061 1,601,692

Reserves and surplus 2(b) & 4 12,022,874 854,719

Current liabilities 5 698,761 3,424

28,035,696 2,459,835

APPLICATION OF FUNDS

Investments 2(c) & 6 27,913,010 2,365,332

Other current assets* 7&8 122,686 94,503

28,035,696 2,459,835

* Includes Deposits
The accompanying schedules are an integral part of this balance sheet.
As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited

V.B. Haribhakti Swarup Mohanty

Chairman Director & CEO

Nilesh Joshi S.T. Gerela Yogesh Chadha

Partner Director Director
M. No. 114749
Mahendra Kumar Jajoo
Head - Fixed Income

Place: Mumbai Neelesh Surana

Date: July 19, 2018 Chief Investment Officer

70
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

REVENUE ACCOUNT FOR THE YEAR ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Cash Management Fund

Schedule April 01, 2017 April 01, 2016

to to
March 31, 2018 March 31, 2017
INCOME
Interest 2(d) & 9 522,321 161,129
Profit on sale/redemption of investments, net 925 -
Profit on inter-scheme transfer/sale of investments, net 306 21
Refund - Scheme Expenses - 98
Change in net unrealised gain in value of Investments 9,175 101

Total 532,727 161,349

EXPENSES AND LOSSES

Loss on sale/redemption of investments, net - 1,105
Management fee 10 1,549 -
Service Tax/GST on Management Fees 267 -
Trusteeship fee 10 104 73
Custodian service charges 510 319
Registrar service charges 3,532 1,114
Commission to distributors 1,550 1,246
Audit fee 99 45
Interest on Borrowing 7,112 -
Investor Protection Fund Expense 1,549 476
Other operating expenses 4,025 1,021

20,297 5,399
Less: Expenses reimbursed / to be reimbursed by AMC (6,863) (2,161)

Total 13,434 3,238

Surplus for the year 519,293 158,111

Equalisation (Debit) / Credit 2(e) 10,695,591 416,911
Transfer from Retained Earning 54,198 24,997
Income distribution on capital account (38,937) (17,956)
Tax on distributed income (15,261) (7,041)
Transfer (To) From Unrealised appreciation reserve (9,175) (101)

Surplus / (Deficit) transferred to the balance sheet 4 11,205,709 574,921

# Amount less than Rupees 0.5 thousand.
The accompanying schedules are an integral part of this revenue account.
As per our report of even date.
For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited

V.B. Haribhakti Swarup Mohanty

Chairman Director & CEO

Nilesh Joshi S.T. Gerela Yogesh Chadha

Partner Director Director
M. No. 114749
Mahendra Kumar Jajoo
Head - Fixed Income

Place: Mumbai Neelesh Surana

Date: July 19, 2018 Chief Investment Officer

71
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2018

1. BACKGROUND

Mirae Asset Global Investments Company Limited is the sponsor of Mirae Asset Mutual Fund (‘The Fund’).

In accordance with SEBI (Mutual Funds) Regulations, 1996 (‘the SEBI Regulations’), the Board of Directors of Mirae Asset Trustee Company Private
Limited (‘the Trustee’) has appointed Mirae Asset Global Investments (India) Private Limited (‘the AMC’) to manage the Fund’s affairs and operate its
schemes.

Scheme Name Type of Scheme Investment objective of the scheme NFO Open Options
NFO Close

Mirae Asset Cash Open ended Liquid The investment objective of the
Management Fund Scheme Scheme is to generate consistent
returns with a high level of liquidity in
a judicious portfolio mix comprising of
money market and debt instruments.
The scheme does not guarantee any
returns.
January 05, 2009 Direct Plan - Growth option
to Direct Plan - Daily Dividend option
January 06, 2009 Direct Plan - Weekly Dividend option
Direct Plan - Monthly Dividend option
Regular - Growth option
Regular - Daily Dividend
Regular - Weekly Dividend
Regular - Monthly Dividend

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared on the accrual basis of accounting, under the historical cost convention, as modified for investments, which
are ‘marked-to-market’. The significant accounting policies, which are in accordance with the SEBI Regulations and have been approved by the
Board of Directors of the AMC and the Trustee, are stated below.

(a) Determination of net asset value

- The net asset value of the units of the Scheme is determined separately for the units issued under the options.

- For reporting the net asset values within the portfolio, the Scheme’s daily income earned, including realised profit or loss and unrealised
gain or loss in the value of investments, and expenses accrued, are allocated to the related options in proportion to their respective daily net
assets arrived at by multiplying day end outstanding units to previous day’s closing net asset value.

(b) Unit capital

- Unit capital represents the net outstanding units at the balance sheet date, thereby reflecting all transactions relating to the period ended on that
date.

- Upon issue and redemption of units, the net premium or discount to the face value of units is adjusted against the unit premium reserve of each
option, after an appropriate portion of the issue proceeds and redemption payouts is credited/debited to the equalisation account, a mandatory
requirement for open ended mutual fund schemes.

(c) Investments

Accounting for investment transactions

- Purchase and sale of investments are recorded on the date of the transaction, at cost and sale price respectively, after considering brokerage,
commission, CCIL charges and fees payable or receivable, if any.

Valuation of investments

- All investments are valued based on the principles of fair valuation and have been valued in good faith in a true and fair manner

- CBLO is valued at cost plus interest till date

- “Investments in fixed income & money market securities are valued as follows:

TRADED (QUOTED)

All Quoted Debt Investment and Money Market Securities with the residual maturity greater than 60 days, are considered at aggregated
average script level valuation prices provided by CRISIL & ICRA for individual securities.

Quoted debt & money market instruments which are not traded on any stock exchange on the valuation day are considered as non-traded
securities.

72
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2018

NON TRADED

- INVESTMENT GRADE

All debt securities and money market (not covered under TRADED security) up to 60 days to maturity, are valued on the basis of amortized
cost based on purchase price or last traded market price, which includes discount / premium accrued on a straight line basis over the period
to maturity as long as the valuation is within a ±0.10% band of the price derived as per the reference yields provided by the Rating Agencies
(CRISIL and ICRA). In case the amortized value is outside the above band, the YTM of the security is adjusted to bring the price within the
±0.10% band.

All Unquoted Debt Investment and Money Market Securities with the residual maturity greater than 60 days, are considered at aggregated
average script level valuation prices provided by CRISIL & ICRA for individual securities .

- NON INVESTMENT GRADE

All non-investment grade / non performing debt securities are valued based on the provisioning norms laid down by SEBI.”

The net unrealized appreciation / depreciation in the value of investment is determined separately for each category of investments. The
change in the unrealized gain/loss, if any, between the two balance sheet dates is recognized in the revenue account and thereafter the net
unrealized gain, if any is transfered to the unrealized appreciation reserve.

(d) Revenue recognition

- Interest income is recognised on an accrual basis.

- Profit or loss on sale/redemption of investments is determined on the basis of the weighted average cost method.

(e) Equalisation account

- “When units are issued or redeemed, the distributable surplus (excluding unit premium reserve, but including balance of distributable surplus at
the beginning of the year) as on the date of the transaction is determined. Based on the number of units outstanding on the transaction date, the
distributable surplus (excluding unit premium reserve, but including balance of distributable surplus at the beginning of the year) associated with each
unit is computed. The per unit amount so determined is credited / debited to the equalisation account on issue / redemption of each unit respectively.
The balance in equalisation account is transferred to revenue account at the year-end without affecting the net income of the Scheme. “

(f) Cash and Cash equivalent

Cash and cash equivalent includes balance with banks in current accounts, deposits placed with scheduled banks (with an original maturity of
upto three months) and collateralised lending (including reverse purchase transactions).

(g) Expenses

Specified recurring expenses including Investment Management and Advisory Fees are accounted for on accrual basis within the limits specified
under Regulation 52 of SEBI (Mutual Funds) Regulations,1996 as follows –

Daily Net Assets Debt Schemes up to Other than Debt Schemes up to

For first Rs. 100 crores 2.25% 2.50%

For the next 300 crores 2.00% 2.25%

For the next 300 crores 1.75% 2%

For balance 1.50% 1.75%

In addition to the above, Schemes can charge expenses on account of –

- Net inflows from such cities as specified by SEBI subject to limits and conditions : An amount aggregating a maximum of 0.30% of the daily
Net Assets of the Scheme.

- Additional amount towards expenses specified in the said Regulation 52 : Not exceeding 0.20% of the daily net assets of the Scheme.

- Service Tax/ GST on Investment Management and Advisory Fees is charged over and above the cumulative limits as specified above.

73
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2018

Mirae Asset Cash Management Fund**

March 31, 2018 March 31, 2018

Quantity Amount Quantity Amount

(Rs. in 000's) (Rs. in 000's)

3. Unit Capital

Regular - Growth

Outstanding, beginning of year 627602.879 627,603 239098.203 239,098

Issued

-during the year 16350196.532 16,350,197 1946474.700 1,946,475

Redeemed during the year (14462776.905) -14,462,777 (1557970.024) -1,557,970

Outstanding, end of year 2515022.506 2,515,023 627602.879 627,603

Regular - Daily Dividend

Outstanding, beginning of year 246790.378 246,789 73252.569 73,252

Issued

-during the year 1254679.579 1,254,680 667812.338 667,812

Redeemed during the year (1036106.785) -1,036,107 (494274.529) -494,275

Outstanding, end of year 465363.172 465,362 246790.378 246,789

Regular - Weekly Dividend

Outstanding, beginning of year 122944.159 122,944 65754.992 65,755

Issued

-during the year 808340.580 808,341 416305.266 416,305

Redeemed during the year (720453.697) -720,454 (359116.099) -359,116

Outstanding, end of year 210831.042 210,831 122944.159 122,944

Regular - Monthly Dividend

Outstanding, beginning of year 33934.576 33,935 29897.140 29,898

Issued

-during the year 81342.448 81,342 84981.076 84,981

Redeemed during the year (76686.582) -76,687 (80943.640) -80,944

Outstanding, end of year 38590.442 38,590 33934.576 33,935

Direct Plan - Growth option

Outstanding, beginning of year 517290.717 517,290 236710.369 236,710

Issued

-during the year 111897939.927 111,897,940 36280090.870 36,280,091

Redeemed during the year (100561163.180) -100,561,163 (35999510.522) -35,999,511

Outstanding, end of year 11854067.464 11,854,067 517290.717 517,290

74
11th Annual Report 2017 - 2018

Mirae Asset Cash Management Fund**

March 31, 2018 March 31, 2018

Quantity Amount Quantity Amount

(Rs. in 000's) (Rs. in 000's)

Direct Plan - Daily Dividend option

Outstanding, beginning of year 40549.073 40,548 28478.888 28,478

Issued

-during the year 1851490.397 1,851,490 128358.132 128,358

Redeemed during the year (1724727.163) -1,724,727 (116287.947) -116,288

Outstanding, end of year 167312.307 167,311 40549.073 40,548

Direct Plan - Weekly Dividend option

Outstanding, beginning of year 9007.829 9,008 1146.874 1,147

Issued

-during the year 145557.636 145,558 24713.714 24,714

Redeemed during the year (107280.299) -107,280 (16852.759) -16,853

Outstanding, end of year 47285.166 47,286 9007.829 9,008

Direct Plan - Monthly Dividend option

Outstanding, beginning of year 3571.866 3,572 153.500 154

Issued

Issued during the year 23087.213 23,087 8451.298 8,451

Redeemed during the year (11070.386) -11,070 (5032.932) -5,033

Outstanding, end of year 15588.693 15,589 3571.866 3,572

Total

Outstanding, beginning of year 1601691.477 1,601,692 674492.535 674,493

Issued

-during the year 132412634.312 132,412,634 39557187.394 39,557,187

Redeemed during the year (118700264.997) -118,700,265 (38629988.452) -38,629,988

Outstanding, end of year 15314060.792 15,314,061 1601691.477 1,601,692

**Note: Details of large holdings (over 25% of the NAV of the Scheme):

March 31, 2018 March 31, 2017

Name of the Scheme
No. of Investors % Holding No. of Investors % Holding

Mirae Asset Cash Management Fund 1 69.05% Nil Nil

75
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Cash Management Fund

31 March, 2018 31 March, 2017

4. RESERVES AND SURPLUS

Unit premium reserve

Balance, beginning of year 289 339

Net premium on issue / redemption of units 10,703,060 416,861

Transferred to equalisation account (10,695,591) (416,911)

Balance, end of year/period 7,758 289

Unrealised appreciation reserve

Balance, beginning of year 143 42

Unrealised appreciation in value of investments 9,175 101

Balance, end of year 9,318 143

Retained surplus

Balance, beginning of year 854,287 304,363

Transfer to revenue account (54,198) (24,997)

Surplus transferred from revenue account 11,205,709 574,921

Balance, end of year 12,005,798 854,287

Total reserves and surplus 12,022,874 854,719

The share of the options in the reserves and surplus is as follows:

Regular - Growth 2,049,660 439,515

Regular - Daily Dividend 30,984 15,905

Regular - Weekly Dividend 32,333 18,549

Regular - Monthly Dividend 5,943 5,147

Direct Plan - Growth option 9,878,887 370,370

Direct Plan - Daily Dividend option 12,688 2,990

Direct Plan - Weekly Dividend option 10,257 1,910

Direct Plan - Monthly Dividend option 2,123 334

12,022,874 854,719

5. CURRENT LIABILITIES

Amount due to AMC for management fee 314 -

Contract for purchase of investments 644,187 -

Commission payable to distributors 409 329

Dividend tax payable 628 211

Custodian Fees Payable 95 52

Other current liabilities 53,128 2,832

698,761 3,424

76
11th Annual Report 2017 - 2018

Mirae Asset Cash Management Fund

31 March, 2018 31 March, 2017

6. INVESTMENTS

Certificates of deposit 10,085,522 901,974

Commercial paper 16,974,689 1,463,358

Corporate Bond 502,865 -

Fixed Deposit 250,000 -

Central Government securities 99,934 -

27,913,010 2,365,332

(i) All the investments are held in the name of the Scheme, as per clause 7 of Seventh Schedule under Regulations 44(1) of SEBI (Mutual Funds)
Regulations, 1996.

Mirae Asset Cash Management Fund

31 March, 2018 31 March, 2017

Certificate of Deposits

- appreciation 4,585 143

- depreciation 2,936 15

Commercial Paper

- appreciation 8,145 17

- depreciation 329 2

Corporate Bond

- appreciation - -

- depreciation 146 -

Central Government securities

- appreciation # -

- depreciation - -

# Amount less than Rupees 0.5 thousand.

(iii) The aggregate value of investments acquired and sold/redeemed during the year and these amounts as a percentage of average daily net assets
are as follows:

Mirae Asset Cash Management Fund

April 01, 2017 April 01, 2016

to to
March 31, 2018 March 31, 2017

Purchases (excluding collateralised lending/Reverse Repo and fixed deposits)

` 133,729,999 27,940,872

- as a percentage of average daily net assets 1727.02% 1176.14%

Sales / Redemptions (excluding collateralised lending/Reverse Repo and fixed deposits)

- amount 108,913,955 26,554,971

- as a percentage of average daily net assets 1406.54% 1117.80%

(iv) The details of investments by a company in excess of 5% of the net assets of a scheme and investment made by the scheme or by any other
scheme for the current year in that company and the market value as at 31st March 2018 as per the disclosure requirement under Regulation 25(11)
or the SEBI Regulations are disclosed in Annexure I to the financial statements

(v) Outstanding investments in the Sponsor company and its Group companies as at 31 March 2018 is Nil (Previous Year: Nil).

77
11th Annual Report 2017 - 2018

Mirae Asset Cash Management Fund

31 March, 2018 31 March, 2017

7. DEPOSITS

CCIL margin deposit 3,154 1,274

3,154 1,274

8. OTHER CURRENT ASSETS

Balances with banks in current accounts 7 45,318

Sundry debtors for units issued to investors - -

-Others - (29,873)

-Lateral shift receivable - -

Contracts for sale of investments 98,969 -

Outstanding and accrued income 15,802 -

Other current assets 596 (14)

Amount due from AMC 2,824 390

Placement under Collaterised Borrowing & Lending Obligation/Reverse Repo 1,334 77,407

119,532 93,228

Mirae Asset Cash Management Fund

April 01, 2017 April 01, 2016

to to
March 31, 2018 March 31, 2017

9. INTEREST

Debentures and bonds 4,126 16,315

Deposits 964 1,832

Collateralised Borrowing & lending Obligation/ Reverse Repo 26,371 21,908

Money market instruments 490,860 121,074

522,321 161,129

# Amount less than Rupees 0.5 thousand.

10. MANAGEMENT AND TRUSTEESHIP FEE

The Scheme pays fees for investment management services (excluding service tax) under an agreement with the AMC, which provides for
computation of such fee as a percentage of the Scheme’s average daily net assets, after excluding the net asset value of the investments by the
AMC in the scheme and net asset value of investment made in other schemes, if any.

Mirae Asset Cash Management Fund

April 01, 2017 April 01, 2016

to to
March 31, 2018 March 31, 2017

Management fee at annualised average rate 0.02% 0.00%

The Trustee fees be charged 0.01% p.a. (annualized basis) on daily net assets of the schemes, subject to maximum of Rs.1.25 lacs per month for
all the schemes of Mirae Asset Mutual Fund put together, for the financial year April 01, 2017 to March 31, 2018 (calculated on a monthly basis).
The Scheme has paid for Trusteeship services at the rate of 0.01 per cent for the period from April 2016 to March 2017 of the Scheme's average
daily net assets

78
11th Annual Report 2017 - 2018

11. INCOME AND EXPENDITURE

The total income and expenditure and these amounts as a percentage of the Scheme’s
average daily net assets are provided below:

Mirae Asset Cash Management Fund

April 01, 2017 April 01, 2016

to to
March 31, 2018 March 31, 2017

Income (Excluding net gain in unrealised gain in value of Investments),provision for net
unrealised loss in value of investments, realised loss on sale of investments, realised loss on
inter-scheme transfer/sale of investments)

- amount 523,552 160,141

- as a percentage of average daily net assets 6.76% 6.74%

Expenditure (excluding provision for net unrealised loss in value of investments, realised loss
on sale of investments, realised loss on inter-scheme transfer/sale of investments)

- amount 6,322 2,133

- as a percentage of average daily net assets 0.08% 0.09%

12. TRANSACTIONS COVERED BY REGULATION 25(8) OF THE SEBI REGULATION WITH THE SPONSOR OR ASSOCIATE OF THE SPONSOR
DURING THE CURRENT YEAR IS NIL (PREVIOUS YEAR NIL).

13. NET ASSET VALUE

Mirae Asset Cash Management Fund

Options
28 March, 2018 31 March, 2017
Regular - Growth 1813.6955 1700.1943
Regular - Daily Dividend 1066.4347 1064.3792
Regular - Weekly Dividend 1152.5501 1150.8026
Regular - Monthly Dividend 1153.1888 1151.5920
Direct Plan - Direct Daily Dividend 1075.8332 1073.7396
Direct Plan - Direct Growth 1832.3174 1715.9762
Direct Plan - Direct Weekly Dividend 1216.2089 1211.9824
Direct Plan - Direct Monthly Dividend 1135.5376 1093.5821

The net asset value of the Scheme’s unit is determined separately for units issued under the options after including the respective unit capital and
reserves and surplus.

14. CONTINGENT LIABILITIES

At March 31 2018 - Nil (March 31 2017 - Nil).

15. UNCLAIMED DIVIDEND AND UNCLAIMED REDEMPTION

Unclaimed Dividend and Unclaimed Redemption includes unencashed redemption and dividend warrant/ cheque/ demand draft whose validity has
expired and are outstanding as at the Balance Sheet date and the income accrued on investments of such balances from the date of expiry to end of
three years from the date of issue of such warrant/ cheque/ demand draft.

The balances in unclaimed redemption and unclaimed dividend is included in the Collateralised Lending as at 31 March 2018 and in Balances with
banks and Reserve Bank of India in current account as on 31 March 2017. The balances and counts of unclaimed dividend and unclaimed redemption
is provided below – –

Unclaimed Redemptions Unclaimed Dividend

Particulars
Amount (in Rs.) No. of Investors Amount (in Rs.) No. of Investors

Mirae Asset Cash Management Fund 155,268 22 - -

79
11th Annual Report 2017 - 2018

16. INVESTOR EDUCATION FUND (IEF) & INVESTOR EDUCATION & AWARENESS INITIATIVE (IEAI)

Income earned on investment of unclaimed redemption and dividend which has been outstanding for more than 3 years.Investor Education & Awareness
Initiative – An annual charge of 2 bps of daily NAV being part of total recurring expenses is set aside for IEAI as mandated by SEBI vide circular No
CIR/IMD/DF/21/2012 dated September 13, 2012.The cumulative balance of the IEF and IEAI is transferred on periodic basis to a separate bank
account maintained for this purpose. These funds are utilized by the AMC in accordance with SEBI regulations and policy approved by the Trustees.
The balances pending utilization are deployed in money – market instruments.

The movement is as follows –

Amount (Rs. ,000)

Particulars
As at March 31, 2018 As at March 31, 2017
Opening Balance 2,302 7,012
Additions during the current year 24,917 11,551
Less – Utilizations during the current year 2,666 10,486
Less -50% balance transfer to AMFI 12,459 5,775
Closing Balance 12,095 2,302

17. PREVIOUS YEAR’S COMPARATIVES

Figures for the previous years have been regrouped / reclassified, wherever necessary to confirm to current years presentations.

18. SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION (REFER ANNEXURE II)

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited

V.B. Haribhakti Swarup Mohanty

Chairman Director & CEO

Nilesh Joshi S.T. Gerela Yogesh Chadha

Partner Director Director
M. No. 114749
Mahendra Kumar Jajoo
Head - Fixed Income

Place: Mumbai Neelesh Surana

Date: July 19, 2018 Chief Investment Officer

80
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure I
Disclosure under Regulation 25 (11) of SEBI (Mutual Fund) Regulations, 1996
Investments made by the schemes of Mirae Asset Mutual Fund in Companies or their subsidiaries that have invested more than 5% of the net
assets of any scheme

Investments made by the Schemes Aggregate cost of acquisition Outstanding as

Scheme Invested by
Name of the Company of Mirae Asset Mutual Fund in the during the period ended March on March 31, 2018
the Company
Company or its subsidiary 31, 2018 (Rupees in Lakhs) (Rupees in Lakhs)

Aadhar Housing Finance Mirae Asset Cash

Mirae Asset Cash Management Fund 7,418 -
Limited Management Fund
Mirae Asset Savings Fund 1,513 1,484
Mirae Asset Short Term Fund 1,000 1,000
Aspire Home Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 2,474 -
Corporation Limited Management Fund
Dewan Housing Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 61,260 22,330
Corporation Limited Management Fund
Mirae Asset Hybrid Equity Fund 6,332 -
Mirae Asset Savings Fund 2,488 1,006
Mirae Asset Cash
ECL Finance Limited Mirae Asset Cash Management Fund 19,456 -
Management Fund
Mirae Asset Hybrid Equity Fund 995 -
Mirae Asset Savings Fund 1,993 -
IIFL Wealth Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 7,431 4,460
Limited Management Fund
India Infoline Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 21,813 -
Limited Management Fund
Mirae Asset Dynamic Bond Fund 499 -
Mirae Asset Hybrid Equity Fund 12,679 -
Mirae Asset Savings Fund 2,345 -
India Infoline Housing Mirae Asset Cash
Mirae Asset Cash Management Fund 19,908 2,483
Finance Limited Management Fund
Indiabulls Housing Mirae Asset Cash
Mirae Asset Cash Management Fund 34,648 10,409
Finance Limited Management Fund
Mirae Asset Hybrid Equity Fund 969 -
Mirae Asset Savings Fund 4,602 1,505
JM Financial Products Mirae Asset Cash
Mirae Asset Cash Management Fund 35,871 2,964
Limited Management Fund
Mirae Asset Hybrid Equity Fund 1,905 -
Mirae Asset Savings Fund 3,276 -
Mirae Asset Cash
JSW Steel Limited Mirae Asset Cash Management Fund 2,475 -
Management Fund
Motilal Oswal Securities Mirae Asset Cash
Mirae Asset Cash Management Fund 17,314 -
Limited Management Fund
Mirae Asset Hybrid Equity Fund 11,491 -
Mirae Asset Savings Fund 2,473 -
Shriram Transport Mirae Asset Cash
Mirae Asset Cash Management Fund 7,445 -
Finance Company Limited Management Fund
Mirae Asset Hybrid Equity Fund 2,495 -
Mirae Asset Savings Fund 4,134 2,703
Note:
The above said investments were made to optimize return and high liquidity. The investments have been made purely on fundamental consideration after
carrying out proper due diligence & research.

81
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (1)
MIRAE ASSET CASH MANAGEMENT FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

CERTIFICATE OF DEPOSIT 101,850,000 10,085,522 36.89% 36.13%

Banks 96,850,000 9,590,573 35.08% 34.36%

Axis Bank Limited 5,500,000 546,256 2.00% 1.96%

Bandhan Bank Limited 500,000 49,536 0.18% 0.18%

HDFC Bank Limited 20,000,000 1,980,220 7.24% 7.09%

ICICI Bank Limited 22,000,000 2,177,635 7.97% 7.80%

IDFC Bank Limited 4,500,000 449,371 1.64% 1.61%

IndusInd Bank Limited 3,000,000 297,337 1.09% 1.07%

Kotak Mahindra Bank Limited 2,500,000 246,816 0.90% 0.88%

RBL Bank Limited 24,500,000 2,423,388 8.86% 8.68%

Union Bank of India 2,350,000 232,737 0.85% 0.83%

Vijaya Bank 12,000,000 1,187,277 4.34% 4.25%

Finance 5,000,000 494,949 1.81% 1.77%

Small Industries Dev Bank of India 5,000,000 494,949 1.81% 1.77%

COMMERCIAL PAPER 171,500,000 16,974,689 62.09% 60.81%

Construction 1,000,000 98,786 0.36% 0.35%

Godrej Properties Limited 1,000,000 98,786 0.36% 0.35%

Consumer Durables 2,500,000 247,818 0.91% 0.89%

Blue Star Limited 2,500,000 247,818 0.91% 0.89%

Ferrous Metals 10,000,000 988,296 3.62% 3.54%

Steel Authority of India Limited 10,000,000 988,296 3.62% 3.54%

82
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Finance 103,000,000 10,195,805 37.30% 36.53%

Aditya Birla Finance Limited 5,000,000 495,059 1.81% 1.77%

Capital First Limited 10,000,000 987,251 3.61% 3.54%

Dewan Housing Finance Corporation Limited 20,000,000 1,980,175 7.24% 7.09%

Export Import Bank of India 2,500,000 247,421 0.91% 0.89%

Hero Fincorp Limited 10,000,000 991,490 3.63% 3.55%

Housing & Urban Development Corporation Limited 2,500,000 247,897 0.91% 0.89%

ICICI Securities Limited 5,000,000 495,845 1.81% 1.78%

IIFL Wealth Finance Limited 4,500,000 446,041 1.63% 1.60%

IL&FS Financial Services Limited 10,000,000 988,967 3.62% 3.54%

IL&FS Securities Services Limited 10,000,000 987,773 3.61% 3.54%

India Infoline Housing Finance Limited 2,500,000 248,309 0.91% 0.89%

Indiabulls Commercial Credit Limited 7,500,000 742,359 2.72% 2.66%

Indiabulls Housing Finance Limited 10,500,000 1,040,858 3.81% 3.73%

JM Financial Products Limited 3,000,000 296,360 1.08% 1.06%

Non - Ferrous Metals 5,000,000 497,472 1.82% 1.78%

Vedanta Limited 5,000,000 497,472 1.82% 1.78%

Petroleum Products 10,000,000 995,238 3.64% 3.57%

Hindustan Petroleum Corporation Limited 10,000,000 995,238 3.64% 3.57%

Retailing 10,000,000 988,357 3.62% 3.54%

Aditya Birla Fashion and Retail Limited 10,000,000 988,357 3.62% 3.54%

Telecom - Services 20,000,000 1,974,206 7.22% 7.07%

Reliance Jio Infocomm Limited 20,000,000 1,974,206 7.22% 7.07%

Trading 10,000,000 988,711 3.62% 3.54%

Edelweiss Commodities Services Limited 10,000,000 988,711 3.62% 3.54%

83
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

CORPORATE BOND 5,000,000 502,865 1.84% 1.80%

Finance 5,000,000 502,865 1.84% 1.80%

Dewan Housing Finance Corporation Limited 2,500,000 252,827 0.92% 0.91%

LIC Housing Finance Limited 2,500,000 250,038 0.91% 0.90%

FIXED DEPOSIT 250,000,000 250,000 0.91% 0.90%

Banks 250,000,000 250,000 0.91% 0.90%

Bandhan Bank Limited 250,000,000 250,000 0.91% 0.90%

Central Government securities 1,000,000 99,934 0.37% 0.36%

Government of India 1,000,000 99,934 0.37% 0.36%

Total 529,350,000 27,913,010 102.11% 100.00%

OTHER CURRENT ASSETS 122,686 0.45%

TOTAL ASSETS 28,035,696 102.56%

LESS: CURRENT LIABILITIES 698,761 2.56%

NET ASSETS 27,336,935 100.00%

*Industry classification has been done on the basis of industry information provided by AMFI

84
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

BALANCE SHEET AS AT 31 MARCH, 2018

Mirae Asset
Mirae Asset Savings Fund Mirae Asset Dynamic Bond Fund
Short Term Fund

March 31, March 31, March 31, March 31, March 31,
2018 2017 2018 2017 2018

Schedule

SOURCES OF FUNDS

Unit capital 2(b) & 3 2,607,408 1,809,775 526,531 526,319 1,187,301

Reserves and surplus 2(b) & 4 1,092,011 628,706 20,198 2,911 8,158

Current liabilities 5 120,448 (3,341) 16,411 1,256 700

3,819,867 2,435,140 563,140 530,486 1,196,159

APPLICATION OF FUNDS

Investments 2(C) & 6 3,674,596 2,202,201 548,326 260,033 1,164,331

Other current assets* 7&8 145,271 232,939 14,814 270,453 31,828

3,819,867 2,435,140 563,140 530,486 1,196,159

*Includes Deposits

The accompanying schedules are an integral part of this balance sheet.

As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited

Nilesh Joshi V.B. Haribhakti Swarup Mohanty

Partner Chairman Director & CEO
M. No. 114749
S.T. Gerela Yogesh Chadha
Director Director

Place: Mumbai Neelesh Surana Mahendra Kumar Jajoo

Date: July 19, 2018 Chief Investment Officer Head - Fixed Income

85
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

REVENUE ACCOUNT FOR THE YEAR / PERIOD ENDED 31 MARCH 2018

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund
Schedule 1 April, 2017 1 April, 2016 1 April, 2017 24 March, 16 March, 2018
to 31 March, to 31 March, to 31 March, 2017 to 31 to
2018 2017 2018 March, 2017 31 March, 2018
INCOME
Interest 2(d) & 9 252,517 101,517 48,635 1,079 4,696
Load income - - 360 # 3
Profit on sale/redemption of
1,293 8,256 - 864 -
investments, net
Profit on inter-scheme transfer/sale of
- 378 6 - -
investments, net
Refund - Scheme Expenses - - - 3 -
Change in net unrealised gain in value
(10,159) 802 (2,308) 883 3,429
of Investments
Total 243,651 110,953 46,693 2,829 8,128
EXPENSES AND LOSSES
Loss on sale/redemption of
2(d) - - 13,749 60
investments, net
Loss on inter-scheme transfer/sale of
2(d) 2,494 - - - -
investments, net
Management fee 10 6,766 2,929 4,831 73 134
Service Tax/GST on Management
1,165 410 827 10 24
Fees
Trusteeship fee 10 53 42 11 # 1
Custodian service charges 361 389 401 2 7
Registrar service charges 2,415 980 484 1 17
Commission to distributors 16,950 6,026 7,494 1,037 440
Audit fee 49 30 10 8 9
Investor protection fund expense 733 306 146 2 10
Other operating expenses 1,505 649 300 10 11
32,491 11,761 28,253 1,143 713
Less: Expenses reimbursed / to be
(958) (1,913) (694) (930) (108)
reimbursed by AMC
Total 31,533 9,848 27,559 213 605
Surplus for the year/period 212,118 101,105 19,134 2,616 7,523
Equalisation (debit) / credit 2(e) 1,219,504 1,564,836 (2,436) 216 431
Transfer from retained surplus 35,076 20,529 - - -
Income distribution on capital account (25,188) (14,663) - - -
Tax on distributed income (9,888) (5,866) - - -
Transfer (To) From Unrealised
10,159 (802) 2,308 (883) (3,429)
appreciation reserve
Surplus/(deficit) transferred to the
4 1,441,781 1,665,139 19,006 1,949 4,525
balance sheet

# Amount less than Rupees 0.5 thousand

The accompanying schedules are an integral part of this revenue account.
As per our report of even date.

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited

Nilesh Joshi V.B. Haribhakti Swarup Mohanty

Partner Chairman Director & CEO
M. No. 114749
S.T. Gerela Yogesh Chadha
Director Director

Place: Mumbai Neelesh Surana Mahendra Kumar Jajoo

Date: July 19, 2018 Chief Investment Officer Head - Fixed Income

86
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2018
1. BACKGROUND

Mirae Asset Global Investments Company Limited is the sponsor of Mirae Asset Mutual Fund (‘the Fund’).

In accordance with SEBI (Mutual Funds) Regulations, 1996 (‘the SEBI Regulations’), the Board of Directors of Mirae Asset Trustee Company Private
Limited (‘the Trustee’) has appointed Mirae Asset Global Investments (India) Private Limited (‘the AMC’) to manage the Fund’s affairs and operate its
schemes.During the year.

Scheme Name Type of Investment objective of the scheme NFO Open Options
Scheme NFO Close

Mirae Asset Open ended The investment objective of the Scheme is to February 29, 2008 Direct Plan - Quarterly option
Savings fund debt scheme generate returns with a portfolio comprising of to Direct Growth
debt and money market instruments such that March 03, 2008 Direct Monthly Dividend
Macaulay duration of the portfolio is between Direct Weekly Dividend
6 months - 12 months. The scheme does not Direct Daily Dividend
guarantee any returns. Savings Growth option
Savings - Dividend Plan (Quarterly)
Savings Weekly Dividend
Savings Monthly Dividend
Savings Daily Dividend
Regular Daily Dividend
Regular Growth
Regular Weekly Dividend
Regular Monthly

Mirae Asset Open ended The objective of the Scheme is to generate March 03 2017 Direct Growth
Dynamic Bond debt scheme optimal returns through active management to Regular Growth
fund of a portfolio of debt and money market March 17 2017 Regular Dividend
instruments. However, there is no assurance Direct Dividend
that the investment objective of the Scheme will
be realized and the Scheme does not assure or
guarantee any returns.

Mirae Asset Short Open ended The investment objective of the scheme is to February 23 2018 Direct Growth
Term Fund debt scheme seek to generate returns through an actively to Regular Growth
managed diversified portfolio of debt and March 03 2018 Regular Dividend
money market instruments with Macaulay Direct Dividend
duration of the portfolio is between 1 year to
3 years. 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared on the accrual basis of accounting, under the historical cost convention, as modified for investments, which
are ‘marked-to-market’. The significant accounting policies, which are in accordance with the SEBI Regulations and have been approved by the
Board of Directors of the AMC and the Trustee, are stated below.
(a) Determination of net asset value
- The net asset value of the units of the Scheme is determined separately for the units issued under the options.
- For reporting the net asset values within the portfolio, the Scheme’s daily income earned, including realised profit or loss and unrealised
gain or loss in the value of investments, and expenses accrued, are allocated to the related options in proportion to their respective daily net
assets arrived at by multiplying day end outstanding units to previous day’s closing net asset value.
(b) Unit capital
- Unit capital represents the net outstanding units at the balance sheet date, thereby reflecting all transactions relating to the period ended on that
date.
- Upon issue and redemption of units, the net premium or discount to the face value of units is adjusted against the unit premium reserve of each
option, after an appropriate portion of the issue proceeds and redemption payouts is credited/debited to the equalisation account, a mandatory
requirement for open ended mutual fund schemes.
(c) Investments
Accounting for investment transactions
- Purchase and sale of investments are recorded on the date of the transaction, at cost and sale price respectively, after considering brokerage,
commission, CCIL charges and fees payable or receivable, if any.

87
11th Annual Report 2017 - 2018

Valuation of investments
- All investments are valued based on the principles of fair valuation and have been valued in good faith in a true and fair manner
- CBLO is valued at cost plus interest till date
- “Investments in fixed income & money market securities are valued as follows:
TRADED (QUOTED)
All Quoted Debt Investment and Money Market Securities with the residual maturity greater than 60 days, are considered at aggregated
average script level valuation prices provided by CRISIL & ICRA for individual securities.
Quoted debt & money market instruments which are not traded on any stock exchange on the valuation day are considered as non-traded
securities.

NON TRADED
- INVESTMENT GRADE
All debt securities and money market (not covered under TRADED security) up to 60 days to maturity, are valued on the basis of amortized
cost based on purchase price or last traded market price, which includes discount / premium accrued on a straight line basis over the period
to maturity as long as the valuation is within a ±0.10% band of the price derived as per the reference yields provided by the Rating Agencies
(CRISIL and ICRA). In case the amortized value is outside the above band, the YTM of the security is adjusted to bring the price within the
±0.10% band.
All Unquoted Debt Investment and Money Market Securities with the residual maturity greater than 60 days, are considered at aggregated
average script level valuation prices provided by CRISIL & ICRA for individual securities .
- NON INVESTMENT GRADE
All non-investment grade / non performing debt securities are valued based on the provisioning norms laid down by SEBI.”
The net unrealized appreciation / depreciation in the value of investment is determined separately for each category of investments. The
change in the unrealized gain/loss, if any, between the two balance sheet dates is recognized in the revenue account and thereafter the net
unrealized gain, if any is transfered to the unrealized appreciation reserve.
(d) Revenue recognition
- Interest income is recognised on an accrual basis.
- Profit or loss on sale/redemption of investments is determined on the basis of the weighted average cost method.
(e) Equalisation account
- “When units are issued or redeemed, the distributable surplus (excluding unit premium reserve, but including balance of distributable surplus
at the beginning of the year) as on the date of the transaction is determined. Based on the number of units outstanding on the transaction
date, the distributable surplus (excluding unit premium reserve, but including balance of distributable surplus at the beginning of the year)
associated with each unit is computed. The per unit amount so determined is credited / debited to the equalisation account on issue /
redemption of each unit respectively.
The balance in equalisation account is transferred to revenue account at the year-end without affecting the net income of the Scheme.
(f) Cash and Cash equivalent
Cash and cash equivalent includes balance with banks in current accounts, deposits placed with scheduled banks (with an original maturity of
upto three months) and collateralised lending (including reverse purchase transactions).
(g) Expenses
Specified recurring expenses including Investment Management and Advisory Fees are accounted for on accrual basis within the limits specified
under Regulation 52 of SEBI (Mutual Funds) Regulations,1996 as follows –
Daily Net Assets Debt Schemes up to Other than Debt Schemes up to

For first Rs. 100 crores 2.25% 2.50%

For the next 300 crores 2.00% 2.25%

For the next 300 crores 1.75% 2%

For balance 1.50% 1.75%

In addition to the above, Schemes can charge expenses on account of –

- Net inflows from such cities as specified by SEBI subject to limits and conditions : An amount aggregating a maximum of 0.30% of the daily
Net Assets of the Scheme.
- Additional amount towards expenses specified in the said Regulation 52 : Not exceeding 0.20% of the daily net assets of the Scheme.
- Service Tax/ GST on Investment Management and Advisory Fees is charged over and above the cumulative limits as specified above.

88
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018
MIRAE ASSET SAVINGS FUND

March 31, 2018 March 31, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

3. Unit Capital

Regular Plan - Growth option

Outstanding, beginning of year/period 399.137 399 554.397 554

Issued

-new fund offer - - - -

-during the year/period - - - -

Redeemed during the year/period (29.521) (30) (155.260) (155)

Outstanding, end of year/period 369.616 369 399.137 399

Regular Plan - Dividend option

Outstanding, beginning of year/period 460.949 460 689.486 689

Issued

-new fund offer - - - -

-during the year/period - - - -

Redeemed during the year/period (91.412) (91) (228.537) (229)

Outstanding, end of year/period 369.537 369 460.949 460

Regular Plan - Weekly Dividend option

Outstanding, beginning of year/period 2.060 2 2.060 2

Issued

-new fund offer - - - -

-during the year/period - - - -

Redeemed during the year/period (1.831) (2) - -

Outstanding, end of year/period 0.229 - 2.060 2

Regular Plan - Monthly Dividend option

Outstanding, beginning of year/period 55.152 55 124.693 125

Issued

-new fund offer - - - -

-during the year/period - - - -

Redeemed during the year/period (55.152) (55) (69.541) (70)

Outstanding, end of year/period - - 55.152 55.000

Regular Savings Plan - Growth option

Outstanding, beginning of year/period 930,564.438 930,565 242,146.378 242,147

Issued

-new fund offer - - - -

-during the year/period 4,433,989.161 4,433,989 2,102,821.716 2,102,822

Redeemed during the year/period (3,837,448.848) (3,837,449) (1,414,403.656) (1,414,404)

Outstanding, end of year/period 1,527,104.751 1,527,105 930,564.438 930,565

89
11th Annual Report 2017 - 2018

MIRAE ASSET SAVINGS FUND

March 31, 2018 March 31, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

Regular Savings Plan - Quarterly Dividend option

Outstanding, beginning of year/period 2,648.416 2,649 4,851.311 4,852

Issued

-new fund offer - - - -

-during the year/period 7,032.901 7,033 2,659.005 2,659

Redeemed during the year/period (7,301.048) (7,301) (4,861.900) (4,862)

Outstanding, end of year/period 2,380.269 2,381 2,648.416 2,649

Regular Savings Plan - Weekly Dividend option

Outstanding, beginning of year/period 120,541.434 120,542 31,985.145 31,986

Issued

-new fund offer - - - -

-during the year/period 665,895.040 665,895 334,188.436 334,188

Redeemed during the year/period (597,214.977) (597,215) (245,632.147) (245,632)

Outstanding, end of year/period 189,221.497 189,222 120,541.434 120,542

Regular Savings Plan - Monthly Dividend option

Outstanding, beginning of year/period 58,100.884 58,101 22,935.426 22,936

Issued

-new fund offer - - - -

Issued during the year/period 125,042.806 125,043 78,980.154 78,980

Redeemed during the year/period (115,058.368) (115,058) (43,814.696) (43,815)

Outstanding, end of year/period 68,085.322 68,086 58,100.884 58,101

Regular Savings Plan - Daily Dividend option

Outstanding, beginning of year/period 211,697.802 211,698 84,038.106 84,039

Issued

-new fund offer - - - -

Issued during the year/period 924,401.846 924,402 608,288.367 608,288

Redeemed during the year/period (859,134.649) (859,135) (480,628.671) (480,629)

Outstanding, end of year/period 276,964.999 276,965 211,697.802 211,698

Direct Plan - Growth option

Outstanding, beginning of year/period 467,717.380 467,717 308,134.911 308,135

Issued

-new fund offer - - - -

-during the year/period 867,900.758 867,901 911,528.351 911,528

Redeemed during the year/period (811,342.162) (811,342) (751,945.882) (751,946)

Outstanding, end of year/period 524,275.976 524,276 467,717.380 467,717

Direct Plan - Daily Dividend option

Outstanding, beginning of year/period 10,013.200 10,014 5,662.924 5,663

Issued

90
11th Annual Report 2017 - 2018

MIRAE ASSET SAVINGS FUND

March 31, 2018 March 31, 2017

Amount Amount
Quantity Quantity
(Rs. in 000's) (Rs. in 000's)

-new fund offer - - - -

-during the year/period 84,018.438 84,018 77,470.722 77,471

Redeemed during the year/period (83,004.336) (83,004) (73,120.446) (73,120)

Outstanding, end of year/period 11,027.302 11,028 10,013.200 10,014

Direct Plan - Weekly Dividend option

Outstanding, beginning of year/period 1,566.452 1,566 413.874 413

Issued

-new fund offer - - - -

-during the year/period 19,756.408 19,756 7,704.812 7,705

Redeemed during the year/period (18,675.841) (18,676) (6,552.234) (6,552)

Outstanding, end of year/period 2,647.019 2,646 1,566.452 1,566

Direct Plan - Monthly Dividend option

Outstanding, beginning of year/period 5,614.051 5,615 171.657 172

Issued

-new fund offer - - - -

Issued during the year/period 6,518.678 6,519 6,832.633 6,833

Redeemed during the year/period (7,713.621) (7,714) (1,390.239) (1,390)

Outstanding, end of year/period 4,419.108 4,420 5,614.051 5,615

Direct Plan - Quarterly Dividend option

Outstanding, beginning of year/period 390.998 392 306.323 307

Issued

-new fund offer - - - -

Issued during the year/period 532.869 533 253.571 254

Redeemed during the year/period (383.869) (384) (168.896) (169)

Outstanding, end of year/period 539.998 541 390.998 392

Total

Outstanding, beginning of year/period 1,809,773.662 1,809,775 702,017.000 702,020

Issued

-new fund offer - - - -

-during the year/period 7,135,088.905 7,135,089 4,130,727.767 4,130,728

Redeemed during the year/period (6,337,455.635) (6,337,456) (3,022,972.105) (3,022,973)

Outstanding, end of year/period 2,607,405.932 2,607,408 1,809,772.662 1,809,775

**Note: Details of large holdings (over 25% of the NAV of the Scheme):

31st March 2018 31st March 2017

Name of the Scheme
No. of Investors % Holding No. of Investors % Holding

Mirae Asset Savings Fund Nil Nil Nil Nil

91
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH, 2018

MIRAE ASSET MIRAE ASSET

DYANMIC BOND FUND SHORT TERM FUND#

March 31, 2018 March 31, 2017 March 31, 2018

Amount Amount Amount

Quantity Quantity Quantity
(Rs. in 000's) (Rs. in 000's) (Rs. in 000's)
3. Unit Capital
Regular Plan - Growth option
Outstanding, beginning of year/ 45,727,108.789 457,271 - - - -
period
Issued
-new fund offer - - 39,757,946.758 397,579 - -
-during the year/period 29,315,784.309 293,158 5,979,186.659 59,792 105,004,391.550 1,050,044
Redeemed during the year/period (38,224,160.150) (382,242) (10,024.628) (100) (149,967.022) (1,500)
Outstanding, end of year/period 36,818,732.948 368,187 45,727,108.789 457,271 104,854,424.528 1,048,544
Regular Plan - Dividend option
Outstanding, beginning of year/ 3,814,179.995 38,142 - - - -
period
Issued
-new fund offer - - 3,803,427.128 38,034 - -
-during the year/period 785,113.054 7,851 10,752.867 108 4,915,821.101 49,158
Redeemed during the year/period (2,135,513.549) (21,355) - - - -
Outstanding, end of year/period 2,463,779.500 24,638 3,814,179.995 38,142 4,915,821.101 49,158
Direct Plan - Growth option
Outstanding, beginning of year/ 2,975,459.598 29,755 - - - -
period
Issued
-new fund offer - - 2,687,480.181 26,875 - -
-during the year/period 12,282,859.121 122,829 287,979.417 2,880 8,908,883.062 89,089
Redeemed during the year/period (2,078,859.995) (20,789) - - - -
Outstanding, end of year/period 13,179,458.724 131,795 2,975,459.598 29,755 8,908,883.062 89,089
Direct Plan - Daily Dividend
option
Outstanding, beginning of year/ 115,100.000 1,151 - - - -
period
Issued
-new fund offer - - 115,100.000 1,151 - -
-during the year/period 112,817.595 1,128 - - 51,016.184 510
Redeemed during the year/period (36,819.199) (368) - - - -
Outstanding, end of year/period 191,098.396 1,911 115,100.000 1,151 51,016.184 510
Total
Outstanding, beginning of year/ 52,631,848.000 526,319 - - - -
period
Issued
-new fund offer - - 46,363,954.067 463,640 - -
-during the year/period 42,496,574.079 424,966 6,277,918.943 62,779 118,880,111.897 1,188,801
Redeemed during the year/period (42,475,352.893) (424,754) (10,024.628) (100) (149,967.022) (1,500)
Outstanding, end of year/period 52,653,069.568 526,531 52,631,848.382 526,319 118,730,144.875 1,187,301

# MASTF was launched on 16th March, 2018, hence previous years’ figures are not provided.

Name of the Scheme March 31, 2018 March 31, 2017

No. of Investors % Holding No. of Investors % Holding

Mirae Asset Dynamic Bond Fund Nil 0.00% Nil 0.00%

Mirae Asset Short Term Fund Nil 0.00% Nil 0.00%

92
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

SCHEDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR/PERIOD ENDED 31 MARCH 2018
(All amounts in thousands of Rupees)

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

March 31, March 31, March 31, March 31,

March 31, 2018
2018 2017 2018 2017

4. RESERVES AND SURPLUS

Unit premium reserve

Balance, beginning of year (1,931,107) (715,863) 79 - -

Net premium on issue / redemption of units 286,263 349,592 (1,847) 295 635

Transferred to/(from) equalisation account (1,219,504) (1,564,836) 2,436 (216) (431)

Balance, end of year/period (2,864,348) (1,931,107) 668 79 204

Unrealised appreciation reserve

Balance, beginning of year/period 1,281 479 883 - -

Unrealised appreciation in value of investments (10,159) 802 (2,308) 883 3,429

Balance, end of year/period (8,878) 1,281 (1,425) 883 3,429

Retained surplus

Balance, beginning of year/period 2,558,532 913,929 1,949 - -

Transfer to revenue account (35,076) (20,529) - - -

Surplus transferred from revenue account 1,441,781 1,665,132 19,006 1949 4,525

Balance, end of year/period 3,965,237 2,558,532 20,955 1,949 4,525

Total reserves and surplus 1,092,011 628,706 20,198 2,911 8,158

The share of the options in the reserves and

surplus is as follows:

Regular - Weekly 0.16 1 - - -

Regular Plan - Growth option 287 270 12,679 2,522 7,178

Regular Plan - Daily Dividend option 256 276 848 210 336

Regular Plan - Monthly Dividend option - 33 - - -

Savings Plan - Growth option 760,146 385,929 - - -

Savings Plan - Daily Dividend option 4,908 3,523 - - -

Savings Plan - Weekly Dividend option 22,539 13,903 - - -

Savings Plan - Monthly Dividend option 6,828 5,532 - - -

Savings Plan - Quarterly Dividend option 83 141 - - -

Direct Plan - Growth option 292,445 215,475 6,576 172 640

Direct Plan - Daily Dividend option 2,478 2,227 95 7 4

Direct Plan - Weekly Dividend option 1,246 649 - - -

Direct Plan - Monthly Dividend option 767 715 - - -

Direct Plan - Quarterly Dividend option 31 31 - - -

1,092,011 628,706 20,198 2,911 8,158

93
11th Annual Report 2017 - 2018

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

March 31, March 31, March 31, March 31,

March 31, 2018
2018 2017 2018 2017

5. CURRENT LIABILITIES

Amount due to AMC for management fee 1,028 516 446 72 158

Amount due to AMC - Others 203 - - - -

Sundry creditors for units redeemed by investors - - - - -

- Lateral Shift Payable - - - - -

- Others 5,439 (113) 968 100 -

Dividend tax payable 573 212 - - -

Commission payable to distributors 1,691 814 439 1,037 440

Custodian Fees Payable 29 89 45 2 7

Other current liabilities 111,485 (4,858) 14,513 45 95

120,448 (3,341) 16,411 1,256 700

# Amount less than Rupees 0.5 thousand

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

March 31, March 31, March 31, March 31,

March 31, 2018
2018 2017 2018 2017
6. INVESTMENTS

Corporate Bond 1,819,614 839,162 140,052 200,790 1,037,909

Certificates of deposit 711,169 289,303 - 39,542 126,422

Commercial paper 1,143,813 1,052,776 - 19,701 -

Central Government Securities - 20,960 408,274 - -

3,674,596 2,202,201 548,326 260,033 1,164,331

(i) All the investments are held in the name of the Scheme, as per clause 7 of Seventh Schedule under Regulations 44(1) of SEBI (Mutual Funds)
Regulations, 1996.

(ii) Aggregate appreciation and depreciation in the value of investments are as follows:

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

March 31, March 31, March 31, March 31,

March 31, 2018
2018 2017 2018 2017
Corporate Bond

- appreciation 1,049 1,892 - 865 3,251

- depreciation 12,346 883 1,091 - -

Commercial Paper

- appreciation 1,757 97 - 7 -

- depreciation 558 2 - - -

Central Government securities

- appreciation - 84 357 - -

- depreciation - - 691 - -

Certificate of Deposits

- appreciation 1,221 98 - 10 178

- depreciation - 5 - - -

94
11th Annual Report 2017 - 2018

(iii) The aggregate value of investments acquired and sold/redeemed during the year and these amounts as a percentage of average daily net assets
are as follows:

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

April 01, April 01, April 01, 24 March,

16 March ,2018
2017 to 2016 to 2017 to 2017 to
to
March 31, March 31, March 31, March 31,
March 31, 2018
2018 2017 2018 2017

Purchases (excluding collateralised lending/

Reverse Repo and fixed deposits)

- amount 24,179,522 16,036,535 20,933,360 625,521 1,277,227

- as a percentage of average daily net assets 659.90% 1048.39% 2861.61% 130.66% 116.37%

Sales / Redemptions (excluding collateralised

lending/Reverse Repo and fixed deposits)

- amount 22,792,595 14,513,931 20,631,754 363,479 95,679

- as a percentage of average daily net assets 622.05% 948.85% 2820.38% 75.93% 8.72%

(iv) The details of investments by a company in excess of 5% of the net assets of a scheme and investment made by the scheme or by any other
scheme for the current year in that company and the market value as at 31st March 2018 as per the disclosure requirement under Regulation 25(11)
or the SEBI Regulations are disclosed in Annexure I to the financial statements.

(v) Outstanding investments in the Sponsor company and its Group companies as at 31 March 2018 is Nil (Previous Year: Nil).

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

March 31, March 31, March 31, March 31,

March 31, 2018
2018 2017 2018 2017

7. DEPOSITS

CCIL margin deposit 1,101 1,050 190 - -

1,101 1,050 190 - -

8. OTHER CURRENT ASSETS

Balances with banks in current accounts 199 73,682 20 8,332 32

Sundry debtors for units issued to investors

-Others 57,628 (40,075) - (389) 3,932

-Lateral shift receivable - - - - -

Outstanding and accrued income 82,727 34,395 10,000 4,230 24,107

Amount due from AMC - 863 24 930 108

Placement under Collaterised Borrowing & 1,872 162,981 4,577 257,350 2,806
Lending Obligation/Reverse Repo

Other current assets 1,744 42 3 - 843

144,170 231,888 14,624 270,453 31,828

# Amount less than Rupees 0.5 thousand.

95
11th Annual Report 2017 - 2018

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

April 01, April 01, April 01, 24 March,

16 March ,2018
2017 to 2016 to 2017 to 2017 to
to
March 31, March 31, March 31, March 31,
March 31, 2018
2018 2017 2018 2017

9. INTEREST

Debentures and bonds 124,684 32,851 14,857 331 3,365

Money market instruments 92,127 33,219 1,595 68 99

Deposits 6 10 - - -

Interest on G-Sec 231 2,079 16,363 76 57

Collateralised Borrowing & lending Obligation/ 35,469 33,358 15,820 603 1,175
Reverse Repo

252,517 101,517 48,635 1,078 4,696

# Amount less than Rupees 0.5 thousand.

10. MANAGEMENT AND TRUSTEESHIP FEE

The Scheme pays fees for investment management services (excluding service tax) under an agreement with the AMC, which provides for
computation of such fee as a percentage of the Scheme’s average daily net assets, after excluding the net asset value of the investments by the
AMC in the scheme and net asset value of investment made in other schemes, if any.

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

April 01, April 01, April 01, 24 March,

16 March ,2018
2017 to 2016 to 2017 to 2017 to
to
March 31, March 31, March 31, March 31,
March 31, 2018
2018 2017 2018 2017

Management fee at annualised average rate 0.18% 0.19% 0.66% 0.02% 0.28%

The Trustee fees be charged 0.01% p.a. (annualized basis) on daily net assets of the schemes, subject to maximum of Rs.1.25 lacs per month for
all the schemes of Mirae Asset Mutual Fund put together, for the financial year April 01, 2017 to March 31, 2018 (calculated on a monthly basis).
The Trustee fees be charged 0.01% p.a. (annualized basis) on daily net assets of the schemes, subject to maximum of Rs.1.25 lacs per month for
all the schemes of Mirae Asset Mutual Fund put together, for the financial year April 01, 2016 to March 31, 2017 (calculated on a monthly basis).

11. INCOME AND EXPENDITURE

The total income and expenditure and these amounts as a percentage of the scheme’s average daily net assets on an annualised basis are provided
below:

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

April 01, April 01, April 01, 24 March,

16 March ,2018
2017 to 2016 to 2017 to 2017 to
to
March 31, March 31, March 31, March 31,
March 31, 2018
2018 2017 2018 2017

Income (Includes refund - scheme

expenses,excluding net gain in unrealised gain in
value of Investments ),provision for net unrealised
loss in value of investments, realised loss on sale
of investments, realised loss on inter-scheme
transfer/sale of investments)

- amount 251,316 110,151 35,252 1,946 4,639

- as a percentage of average daily net assets 6.86% 7.20% 4.82% 0.41% 9.64%

96
11th Annual Report 2017 - 2018

Expenditure (excluding provision for net

unrealised loss in value of investments, realised
loss on sale of investments, realised loss on
inter-scheme transfer/sale of investments)

- amount 29,039 9,848 13,810 213 545

- as a percentage of average daily net assets 0.79% 0.64% 1.89% 0.04% 1.13%

12. TRANSACTIONS COVERED BY REGULATION 25(8) OF THE SEBI REGULATION WITH THE SPONSOR OR ASSOCIATE OF THE SPONSOR
DURING THE CURRENT YEAR IS NIL (PREVIOUS YEAR NIL).

Particulars Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund

March 31, March 31, March 31, March 31,

March 31, 2018
2018 2017 2018 2017

Commission paid for procuring unit capital

Satco Capital Markets Limited 2.64 - - - -

13. NET ASSET VALUE

Mirae Asset Mirae Asset Mirae Asset

Savings Fund Dynamic Bond Fund Short Term Fund
Options
March 28, March 31, March 28, March 31,
March 28, 2018
2018 2017 2018 2017

Regular Plan - Growth option 1774.9013 1,677.4834 10.3412 10.0551 10.0627

Regular Plan - Dividend option 1692.1509 1,599.1996 10.3412 10.0551 10.0627

Regular Plan - Weekly Dividend option 1692.8384 1,599.3204 - - -

Regular Plan - Monthly Dividend option* 1662.2469 1,602.7589 - - -

Savings Plan - Growth option 1496.9789 1,414.7143 - - -

Savings Plan - Daily Dividend option 1017.7214 1,016.6402 - - -

Savings Plan - Quarterly Dividend option 1034.2456 1,053.3825 - - -

Savings Plan - Weekly Dividend option 1118.5252 1,115.3393 - - -

Savings Plan - Monthly Dividend option 1099.6980 1,095.2115 - - -

Direct Plan - Growth option 1556.9346 1,460.6978 10.4943 10.0578 10.0655

Direct Plan - Dividend Option 1224.0164 1,222.4399 10.4943 10.0578 10.0654

Direct Plan - Weekly Dividend option 1469.8770 1,414.4750 - - -

Direct Plan - Monthly Dividend option 1172.8080 1,127.3938 - - -

Direct Plan - Quarterly Dividend option 1056.4201 1,078.3652 - - -

The net asset value of the Scheme’s unit is determined separately for units issued under the options after including the respective unit capital and
reserves and surplus.
* No Units outstanding as on 28th March 2018.

14. CONTINGENT LIABILITIES

At March 31 2018 - Nil (March 31 2017 - Nil).

15. UNCLAIMED DIVIDEND AND UNCLAIMED REDEMPTION

Unclaimed Dividend and Unclaimed Redemption includes unencashed redemption and dividend warrant/ cheque/ demand draft whose validity has
expired and are outstanding as at the Balance Sheet date and the income accrued on investments of such balances from the date of expiry to end of
three years from the date of issue of such warrant/ cheque/ demand draft.

97
11th Annual Report 2017 - 2018

The balances in unclaimed redemption and unclaimed dividend is included in the Collateralised Lending as at 31 March 2018 and in Balances with
banks and Reserve Bank of India in current account as on 31 March 2017. The balances and counts of unclaimed dividend and unclaimed redemption
is provided below – –

Unclaimed Redemptions Unclaimed Dividend

Particulars
Amount (in Rs.) No. of Investors Amount (in Rs.) No. of Investors

Mirae Asset Savings Fund 68,260 6 - -

Mirae Asset Dynamic Bond Fund - - - -

Mirae Asset Short Term Fund - - 3,897 2

16. INVESTOR EDUCATION FUND (IEF) & INVESTOR EDUCATION & AWARENESS INITIATIVE (IEAI)

Income earned on investment of unclaimed redemption and dividend which has been outstanding for more than 3 years.Investor Education & Awareness
Initiative – An annual charge of 2 bps of daily NAV being part of total recurring expenses is set aside for IEAI as mandated by SEBI vide circular No
CIR/IMD/DF/21/2012 dated September 13, 2012.The cumulative balance of the IEF and IEAI is transferred on periodic basis to a separate bank
account maintained for this purpose. These funds are utilized by the AMC in accordance with SEBI regulations and policy approved by the Trustees.
The balances pending utilization are deployed in money – market instruments.

The movement is as follows –

Amount (Rs. ,000)

Particulars
As at March 31, 2018 As at March 31, 2017
Opening Balance 2,302 7,012
Additions during the current year 24,917 11,551
Less – Utilizations during the current year 2,666 10,486
Less -50% balance transfer to AMFI 12,459 5,775
Closing Balance 12,095 2,302

17. PREVIOUS YEAR’S COMPARATIVES

Figures for the previous years have been regrouped / reclassified, wherever necessary to confirm to current years presentations.

18. SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION (REFER ANNEXURE II)

For Chokshi and Chokshi LLP For and on behalf of For and on behalf of
Chartered Accountants Mirae Asset Trustee Mirae Asset Global Investments
Firm Registration No. 101872W/W100045 Company Private Limited (India) Private Limited

Nilesh Joshi V.B. Haribhakti Swarup Mohanty

Partner Chairman Director & CEO
M. No. 114749
S.T. Gerela Yogesh Chadha
Director Director

Place: Mumbai Neelesh Surana Mahendra Kumar Jajoo

Date: July 19, 2018 Chief Investment Officer Head - Fixed Income

98
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure I
Disclosure under Regulation 25 (11) of SEBI (Mutual Fund) Regulations, 1996
Investments made by the schemes of Mirae Asset Mutual Fund in Companies or their subsidiaries that have invested more than 5% of the net
assets of any scheme

Investments made by the Schemes Aggregate cost of acquisition Outstanding as

Scheme Invested by
Name of the Company of Mirae Asset Mutual Fund in the during the period ended March on March 31, 2018
the Company
Company or its subsidiary 31, 2018 (Rupees in Lakhs) (Rupees in Lakhs)

Aadhar Housing Finance Mirae Asset Cash

Mirae Asset Cash Management Fund 7,418 -
Limited Management Fund
Mirae Asset Savings Fund 1,513 1,484
Mirae Asset Short Term Fund 1,000 1,000
Aspire Home Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 2,474 -
Corporation Limited Management Fund
Dewan Housing Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 61,260 22,330
Corporation Limited Management Fund
Mirae Asset Hybrid Equity Fund 6,332 -
Mirae Asset Savings Fund 2,488 1,006
Mirae Asset Cash
ECL Finance Limited Mirae Asset Cash Management Fund 19,456 -
Management Fund
Mirae Asset Hybrid Equity Fund 995 -
Mirae Asset Savings Fund 1,993 -
IIFL Wealth Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 7,431 4,460
Limited Management Fund
India Infoline Finance Mirae Asset Cash
Mirae Asset Cash Management Fund 21,813 -
Limited Management Fund
Mirae Asset Dynamic Bond Fund 499 -
Mirae Asset Hybrid Equity Fund 12,679 -
Mirae Asset Savings Fund 2,345 -
India Infoline Housing Mirae Asset Cash
Mirae Asset Cash Management Fund 19,908 2,483
Finance Limited Management Fund
Indiabulls Housing Mirae Asset Cash
Mirae Asset Cash Management Fund 34,648 10,409
Finance Limited Management Fund
Mirae Asset Hybrid Equity Fund 969 -
Mirae Asset Savings Fund 4,602 1,505
JM Financial Products Mirae Asset Cash
Mirae Asset Cash Management Fund 35,871 2,964
Limited Management Fund
Mirae Asset Hybrid Equity Fund 1,905 -
Mirae Asset Savings Fund 3,276 -
Mirae Asset Cash
JSW Steel Limited Mirae Asset Cash Management Fund 2,475 -
Management Fund
Motilal Oswal Securities Mirae Asset Cash
Mirae Asset Cash Management Fund 17,314 -
Limited Management Fund
Mirae Asset Hybrid Equity Fund 11,491 -
Mirae Asset Savings Fund 2,473 -
Shriram Transport Mirae Asset Cash
Mirae Asset Cash Management Fund 7,445 -
Finance Company Limited Management Fund
Mirae Asset Hybrid Equity Fund 2,495 -
Mirae Asset Savings Fund 4,134 2,703
Note:
The above said investments were made to optimize return and high liquidity. The investments have been made purely on fundamental consideration after
carrying out proper due diligence & research.

99
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (1)
MIRAE ASSET SAVINGS FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

CERTIFICATE OF DEPOSIT 7,350,000 711,169 19.22% 19.35%

Banks 7,350,000 711,169 19.22% 19.35%

Andhra Bank 1,000,000 98,539 2.66% 2.68%

Axis Bank Limited 2,500,000 234,718 6.34% 6.39%

ICICI Bank Limited 1,350,000 130,969 3.54% 3.56%

Vijaya Bank 2,500,000 246,943 6.68% 6.72%

COMMERCIAL PAPER 12,000,000 1,143,813 30.92% 31.13%

Construction 2,500,000 239,132 6.46% 6.51%

Shapoorji Pallonji and Company Pvt Limited 2,500,000 239,132 6.46% 6.51%

Finance 7,000,000 673,142 18.20% 18.32%

Capital First Limited 500,000 49,222 1.33% 1.34%

Export Import Bank of India 2,500,000 241,770 6.54% 6.58%

Housing Development Finance Corporation Limited 2,500,000 234,538 6.34% 6.38%

IndoStar Capital Finance Limited 1,500,000 147,612 3.99% 4.02%

Trading 2,500,000 231,539 6.26% 6.30%

Edelweiss Commodities Services Limited 2,500,000 231,539 6.26% 6.30%

CORPORATE BOND 15,500,000 1,549,331 41.87% 42.16%

Finance 12,500,000 1,246,823 33.70% 33.93%

Aadhar Housing Finance Limited 1,500,000 148,383 4.01% 4.04%

Aditya Birla Housing Finance Limited 1,000,000 98,009 2.65% 2.67%

Dewan Housing Finance Corporation Limited 1,000,000 100,595 2.72% 2.74%

HDB Financial Services Limited 1,500,000 149,402 4.04% 4.07%

Housing Development Finance Corporation Limited 500,000 50,050 1.35% 1.36%

Indiabulls Housing Finance Limited 1,500,000 150,540 4.07% 4.10%

Indian Railway Finance Corporation Limited 2,500,000 249,849 6.75% 6.80%

National Bank For Agriculture and Rural Development 3,000,000 299,995 8.11% 8.16%

100
11th Annual Report 2017 - 2018

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

Power 500,000 51,175 1.38% 1.39%

Power Grid Corporation of India Limited 500,000 51,175 1.38% 1.39%

Telecom - Services 2,500,000 251,333 6.79% 6.84%

Reliance Jio Infocomm Limited 2,500,000 251,333 6.79% 6.84%

ZERO COUPON BOND 2,500,000 270,283 7.31% 7.36%

Finance 2,500,000 270,283 7.31% 7.36%

Shriram Transport Finance Company Limited 2,500,000 270,283 7.31% 7.36%

Total 37,350,000 3,674,596 99.32% 100.00%

OTHER CURRENT ASSETS 145,271 3.93%

TOTAL ASSETS 3,819,867 103.25%

LESS: CURRENT LIABILITIES 120,448 3.25%

NET ASSETS 3,699,419 100.00%

* Industry classification has been done on the basis of industry information provided by AMFI

101
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (2)
MIRAE ASSET DYNAMIC BOND FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

CORPORATE BOND 1,400,000 140,052 25.61% 25.54%

Construction 400,000 39,385 7.20% 7.18%

National Highways Auth Of Ind 400,000 39,385 7.20% 7.18%

Finance 500,000 49,885 9.12% 9.10%

LIC Housing Finance Limited 500,000 49,885 9.12% 9.10%

Power 500,000 50,782 9.29% 9.26%

Power Grid Corporation of India Limited 500,000 50,782 9.29% 9.26%

GOVERNMENT BOND 4,200,000 408,274 74.68% 74.46%

Government of India 4,200,000 408,274 74.68% 74.46%

Government of India 4,200,000 408,274 74.68% 74.46%

Total 5,600,000 548,326 100.28% 100.00%

OTHER CURRENT ASSETS 14,814 2.71%

TOTAL ASSETS 563,140 102.99%

LESS: CURRENT LIABILITIES 16,411 2.99%

NET ASSETS 546,729 100.00%

* Industry classification has been done on the basis of industry information provided by AMFI

102
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Annexure II (3)
MIRAE ASSET SHORT TERM FUND
SUPPLEMENTARY INVESTMENT PORTFOLIO INFORMATION AND INDUSTRYWISE CLASSIFICATION
Details of investment portfolio and industrywise classification of the Scheme’s investments in each category of investments at 31 March 2018 are presented
below. The industry and company exposures are stated as a percentage of the Scheme’s net assets as at 31 March 2018, as well as the aggregate
investments in each investment category.

Percentage to
Amt. Percentage to
Industry and Company Particulars* Quantity Investment category
(Rupees in '000) Net Assets
(%)

CERTIFICATE OF DEPOSIT 1,300,000 126,422 10.57% 10.86%

Banks 1,300,000 126,422 10.58% 10.86%

ICICI Bank Limited 1,150,000 111,566 9.33% 9.58%
Union Bank of India 150,000 14,856 1.24% 1.28%

CORPORATE BOND 9,460,000 946,623 79.18% 81.30%

Finance 6,980,000 697,184 58.32% 59.88%

Aadhar Housing Finance Limited 1,000,000 100,000 8.37% 8.59%
HDB Financial Services Limited 1,000,000 98,554 8.24% 8.46%
Housing & Urban Development Corporation Limited 1,000,000 100,240 8.39% 8.61%
Indian Railway Finance Corporation Limited 990,000 99,498 8.32% 8.55%
IndoStar Capital Finance Limited 1,000,000 100,056 8.37% 8.59%
LIC Housing Finance Limited 990,000 100,013 8.37% 8.59%
National Bank For Agriculture and Rural Development 1,000,000 98,823 8.27% 8.49%

Pharmaceuticals 1,000,000 99,001 8.28% 8.50%

Piramal Enterprises Limited 1,000,000 99,001 8.28% 8.50%

Power 500,000 51,085 4.27% 4.39%

NTPC Limited 500,000 51,085 4.27% 4.39%

Telecom - Services 980,000 99,353 8.31% 8.53%

Reliance Jio Infocomm Limited 980,000 99,353 8.31% 8.53%

ZERO COUPON BOND 900,000 91,286 7.64% 7.84%

Trading 900,000 91,286 7.64% 7.84%

Edelweiss Commodities Services Limited 900,000 91,286 7.64% 7.84%

Total 11,660,000 1,164,331 97.39% 100.00%

OTHER CURRENT ASSETS 31,828 2.66%

TOTAL ASSETS 1,196,159 100.05%

LESS: CURRENT LIABILITIES 700 0.05%

NET ASSETS 1,195,459 100.00%

* Industry classification has been done on the basis of industry information provided by AMFI

103
11th Annual Report 2017 - 2018

MIRAE ASSET MUTUAL FUND

Details of Votes cast during the year ended March 31, 2018
Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
05-Apr- Grasim Postal Management Approve a Composite Scheme For Abstain The addition of several new businesses will add
2017 Industries Ltd. Ballot of Arrangement between Aditya to the complexity of Grasim’s already diversified
Birla Nuvo Limited and Grasim business profile. The merger also increases
Industries Limited and Aditya Birla promoter’s equity in Grasim and dilutes existing
Financial Services Limited and shareholders.
their respective shareholders and
creditors
06-Apr- Grasim NCM Management Approve a Composite Scheme For Abstain The addition of several new businesses will add
2017 Industries Ltd. of Arrangement between Aditya to the complexity of Grasim’s already diversified
Birla Nuvo Limited and Grasim business profile. The merger also increases
Industries Limited and Aditya Birla promoter’s equity in Grasim and dilutes existing
Financial Services Limited and shareholders.
their respective shareholders and
creditors
09-Apr- Aditya Birla Postal Management Approve a Composite Scheme For Abstain In the absence of explicit support from Grasim, the
2017 Nuvo Ltd. Ballot of Arrangement between Aditya financial services business is unlikely to materially
Birla Nuvo Limited and Grasim benefit in its cost of borrowings from a change in the
Industries Limited and Aditya Birla ownership structure. The scheme of amalgamation
Financial Services Limited and dilutes ABNL’s minority shareholders: had the
their respective shareholders and financial services business been demerged first,
creditors its shareholding would mirror that of ABNL. Under
such circumstances, promoters would own 62.
8% of ABFSL instead of the proposed 74. 4%. In
the proposed scheme, the minority shareholding
of ABFSL will include Grasim’s shareholders –
which dilutes the direct control of ANBL’s public
shareholders to a mere 4. 7%. Even in terms of
economic interest, the public stake reduces from
a potential 37. 2% holding to 11. 1%. Under the
scheme, ABNL’s shareholders will be exposed to
a manufacturing business that could be capital
intensive, and is a different investment decision
altogether.
10-Apr- Aditya Birla NCM Management Approve a Composite Scheme For Abstain In the absence of explicit support from Grasim, the
2017 Nuvo Ltd. of Arrangement between Aditya financial services business is unlikely to materially
Birla Nuvo Limited and Grasim benefit in its cost of borrowings from a change in the
Industries Limited and Aditya Birla ownership structure. The scheme of amalgamation
Financial Services Limited and dilutes ABNL’s minority shareholders: had the
their respective shareholders and financial services business been demerged first,
creditors its shareholding would mirror that of ABNL. Under
such circumstances, promoters would own 62.
8% of ABFSL instead of the proposed 74. 4%. In
the proposed scheme, the minority shareholding
of ABFSL will include Grasim’s shareholders –
which dilutes the direct control of ANBL’s public
shareholders to a mere 4. 7%. Even in terms of
economic interest, the public stake reduces from
a potential 37. 2% holding to 11. 1%. Under the
scheme, ABNL’s shareholders will be exposed to
a manufacturing business that could be capital
intensive, and is a different investment decision
altogether.
15-Apr- Tata Postal Management Buyback of upto 56.1 mn equity For Abstain The buyback will be open to all equity shareholders,
2017 Consultancy Ballot shares at Rs. 2850 per share (face including promoters. Promoter participation
Services Ltd. value Rs. 1) through a tender offer, will be to the extent of their shareholding: Tata
aggregate consideration not to Consultancy Services’ promoters currently hold
exceed Rs 160 bn 1,444. 5 mn equity shares (73. 3% of total equity).
The proposed buyback aggregates ~2. 85% of
issued and paid-up equity capital and will result in
funds usage of an estimated Rs. 160. 0 bn, which
is within the statutory limit of being less than 25%
of the aggregate of the paid-up share capital and
free reserves as per the audited accounts of the
Company as on 31 December 16. The buyback
will return surplus funds to its shareholders. It will
improve the balance-sheet and profitability ratios.

104
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
21-Apr- FAG Bearings AGM Management Adoption of accounts for the year For Abstain We believe that a comprehensive review of the
2017 India Ltd. ended 31 December 2016 financials of a company is a critical exercise
which often requires first-hand information and
proper due diligence. We do not provide voting
recommendations on resolutions for adoption of
accounts, given the limited time between receipt
of the annual report and the shareholder meeting,
but provide analysis of critical ratios.
21-Apr- FAG Bearings AGM Management Declare final dividend of Rs. 12.0 For Abstain The total dividend outflow including dividend tax for
2017 India Ltd. per equity share (face value Rs. 2016 is Rs. 0. 2 bn. This represents an increase of
10.0) ~17% from 2015. The dividend payout ratio for the
year is ~14%. The company has cash reserves
of Rs 6. 4 bn. And should consider improving its
dividend payouts.
21-Apr- FAG Bearings AGM Management Re-appoint Klaus Rosenfeld as a For Abstain Klaus Rosenfeld, 51, is the CEO of the Schaeffler
2017 India Ltd. Non-Executive Non-Independent Group and has served on the board of the company
Director for last 2 years. He has attended only 40% (two out
of five attended) of board meetings during 2016 and
75% of board meetings in 2015 (three out of four
attended). We expect the directors to take their
responsibilities seriously and attend all meetings.
21-Apr- FAG Bearings AGM Management Re-appoint R. Sampath Kumar as For Abstain R. Sampath Kumar, 58, is a lawyer by profession.
2017 India Ltd. a Non-Executive Non-Independent He has been associated with the company since
Director 1999, as Alternate Director to Frank Huber till
April 2011. Then, he was appointed as a Non-
Executive Non-Independent Director on the board.
His reappointment is in line with all the statutory
requirements.
21-Apr- FAG Bearings AGM Management Ratify reappointment of BSR & Co For Abstain BSR & Co LLP have been auditing the accounts of
2017 India Ltd. LLP as statutory auditors for 2017 the company for past six years. The ratification of
their reappointment as statutory auditors is in line
with our Voting Policy on Auditor (Re)Appointments
and with the requirements of Section 139 of the
Companies Act 2013.
21-Apr- FAG Bearings AGM Management Approve related party transactions For Abstain FAG India has long standing transactions of sale,
2017 India Ltd. with Schaeffler Technologies AG & purchase or supply of goods, materials and services
Co. KG Germany for three years with its group company, Schaeffler Technologies
(upto 2019) of upto Rs. 6.6 bn for AG & Co. KG, Germany. The cumulative value of
2017 with an annual increment of these transactions in 2016 was Rs. 5. 7 bn. The
15% over previous year transactions are in the ordinary course of business
and at arm’s length.
21-Apr- FAG Bearings AGM Management Approve remuneration of Rs. 0.1 For Abstain The board has approved the appointment of Y. S.
2017 India Ltd. mn for cost auditor in 2017 Thakar & Co. As cost auditors for 2017 for a total
remuneration of Rs. 0. 1 mn (excluding service tax
and reimbursement of out-of-pocket expenses). The
remuneration is reasonable.
21-Apr- FAG Bearings AGM Shareholder Appoint Dharmesh Arora as For Abstain Dharmesh Arora (DIN: 05350121), 49, has over
2017 India Ltd. Executive Director 27 years of experience in Automotive Industry.
His appointment meets all statutory requirements.
21-Apr- FAG Bearings AGM Management Appoint Dharmesh Arora as For Abstain Dharmesh Arora is a Mechanical Engineer and
2017 India Ltd. Managing Director for five years holds a MBA degree from Trium Global Executive.
w.e.f. 6 March 2017 and fix his He joined the company in 2012 as its India CEO,
remuneration prior to which he was the Global Purchasing Director
for Powertrains in GM (USA). His remuneration of
Rs. 20. 2mn for 2017 and upto Rs. 29. 4mn till 2021
is in line with peers and commensurate with the
scale of operations.
05-May- Sanofi India Ltd. AGM Management Adopt the financial statements for For Abstain We believe that a comprehensive review of the
2017 the year ended 31 December 2016 financials of a company is a critical exercise
which often requires first-hand information and
proper due diligence. We do not provide voting
recommendations on resolutions for adoption of
financial statements, given the limited time between
receipt of the annual report and the shareholder
meeting, but provides analysis of critical ratios.
05-May- Sanofi India Ltd. AGM Management Confirm interim dividend of Rs.18.0 For Abstain The total dividend for 2016 aggregates is Rs. 68
2017 per equity share and declare final per equity share. Total cash outflow on account
dividend of Rs.50 per equity share of dividends (interim and final) and dividend
(face value Rs.10.0) distribution tax for 2016 is Rs. 1,885 mn and the
payout ratio is 63. 5% (56% in 2015).

105
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
05-May- Sanofi India Ltd. AGM Management Reappoint Lionel Guerin as For Abstain Lionel Guerin (DIN 07232453) is the Chief Financial
2017 Director, liable to retire by rotation Officer. His reappointment is in line with all statutory
requirements.
05-May- Sanofi India Ltd. AGM Management Retirement of Francois Briens as For Abstain Francois Briens (DIN 03472959) is the Vice
2017 Director President, CFO, Intercontinental region of the
Sanofi Group. He will retire in the forthcoming AGM.
05-May- Sanofi India Ltd. AGM Management Appoint Price Waterhouse & Co For Abstain The company proposes to change its statutory
2017 as statutory auditors for five years auditors and appoint Price Waterhouse Chartered
Accountants LLP: the previous auditors were SRBC
& Co. Price Waterhouse & Co’s appointment is in
line with our Voting Policy and with the requirements
of Section 139 of the Companies Act 2013.
05-May- Sanofi India Ltd. AGM Shareholder Appoint Cyril Grandchamp- For Abstain Cyril Grandchamp-Desraux (DIN: 07719763) is
2017 Desraux as Non-Executive Non- the Head of Asia Business of Sanofi group. His
Independent Director appointment is in line with statutory requirements.
05-May- Sanofi India Ltd. AGM Shareholder Appoint Thomas Rouckout as For Abstain Thomas Rouckout (DIN: 07724517) is the Head
2017 Non-Executive Non-Independent of Finance for Pharma Solids in Industrial Affairs
Director of Sanofi group. His appointment is in line with
statutory requirements.
05-May- Sanofi India Ltd. AGM Management Increase the limit of related party For Abstain The nature of proposed transactions includes
2017 transaction with Sanofi-Aventis purchase, receipt and/or transfer of products, active
Singapore Pte. Ltd from Rs.11 bn pharmaceutical ingredients, materials, services,
to Rs.20 bn annually other obligations from/to Sanofi-Aventis Singapore.
The company can make transactions upto Rs. 11 bn
with Sanofi-Aventis Singapore, approved in 2015
AGM. In 2016, the aggregate value of imports and
exports from Sanofi-Aventis Singapore reached
Rs. 10. 5 bn. In order to increase the headroom
to make transactions, the company proposes
to increase the limit to Rs. 20. 0 bn annually.
The proposed related party transactions are in
ordinary course of business and at arm’s length.
05-May- Sanofi India Ltd. AGM Management Ratify remuneration to DC Dave & For Abstain Payment to cost auditors for 2017 aggregating
2017 Co. as cost auditors for 2017 to Rs. 346,500 (excluding service tax and out-of-
pocket expenses) is commensurate to the size of
the company.
07-May- Tata Chemicals Postal Management Slump sale of the urea and For Abstain Tata Chemicals Limited (TCL) proposes to divest its
2017 Ltd. Ballot customized fertilizers business at urea and customized fertilizers business at Babrala,
its Babrala plant to Yara Fertilisers Uttar Pradesh, as a going concern on a slump
India Private Limited sale basis to Yara Fertilisers India Private Limited
(YFIPL) for Rs. 26. 7 bn. YFIPL is engaged in the
business of import, sale and distribution of plant
nutrition products in India. The divestment is in line
with the strategic decision of the company to focus
on its chemicals and consumer divisions rather
than on fertilizer business, a segment driven by
government regulation. TCL will reinvest proceeds
from the sale of the Babrala plant in its inorganic
chemicals and the consumer business amongst
other things.
08-May- Tata Chemicals NCM Management Slump sale of the urea and For Abstain Tata Chemicals Limited (TCL) proposes to divest its
2017 Ltd. customized fertilizers business at urea and customized fertilizers business at Babrala,
its Babrala plant to Yara Fertilisers Uttar Pradesh, as a going concern on a slump
India Private Limited sale basis to Yara Fertilisers India Private Limited
(YFIPL) for Rs. 26. 7 bn. YFIPL is engaged in the
business of import, sale and distribution of plant
nutrition products in India. The divestment is in line
with the strategic decision of the company to focus
on its chemicals and consumer divisions rather
than on fertilizer business, a segment driven by
government regulation. TCL will reinvest proceeds
from the sale of the Babrala plant in its inorganic
chemicals and the consumer business amongst
other things.
09-May- Kotak Mahindra EGM Management To increase ceiling limit on total For Abstain Kotak Mahindra Bank (Kotak Bank) currently has
2017 Bank Ltd. holdings of FII / FPIs to a maximum shareholder approval for FPI / FII holding at 42%
of 49% of the paid-up capital of the paid-up equity share capital of the Bank. The
above is an enabling resolution to increase FII / FPI

106
11th Annual Report 2017 - 2018
Type of Proposal by
Meeting Meetings Management
Company Name Proposal's Description
Date (AGM/ or
EGM) Shareholder
09-May- Kotak Mahindra EGM Management To issue securities upto 62.0 mn
2017 Bank Ltd. equity shares by way of public
issue / private placement / rights
issue or qualified institutions
placement
09-May- Zee Entertainment NCM Management Approve acquisition of (a) the
2017 Enterprises Ltd. television business of Reliance
Big Broadcasting Private Limited
(RBBPL), (b) the business
undertaking comprising of
acquiring content from producers
and third parties of BIG Magic
Limited (BML) and (c) the television
broadcasting division of Azalia
Broadcast Private Limited (ABPL)
on a going concern basis
09-May- Zee Entertainment NCM Management Approve acquisition of (a) the
2017 Enterprises Ltd. television business of Reliance
Big Broadcasting Private Limited
(RBBPL), (b) the business
undertaking comprising of
acquiring content from producers
and third parties of BIG Magic
Limited (BML) and (c) the television
broadcasting division of Azalia
Broadcast Private Limited (ABPL)
on a going concern basis
11-May- Nestle India Ltd. AGM Management Adoption of financial statements for
2017 the year ended 31 December 2016
11-May- Nestle India Ltd. AGM Management Declaration of final dividend of Rs.
2017 23.0 per share (FV Rs. 10 each)
and confirmation of total interim
dividend of Rs. 40 per share
11-May- Nestle India Ltd. AGM Management Reappoint Shobinder Duggal as
2017 Director
Investee
company’s Vote (For/
Reason supporting
Management Against/
the vote decision
Recommen- Abstain)
dation
investment limits to 49% under the automatic route
which requires shareholder approval. The Bank
will also need approvals from various regulatory
authorities, including the Reserve Bank of India
before the limit is increased.
For Abstain Kotak Bank has been asked by the RBI to reduce
its promoter stake. The first milestone to be
achieved by the Bank is to bring down promoter
holding to 30% by June 2017. The capital raised
will be utilized by the Bank to augment its capital
base, acquisition and resolution of stressed
assets, organic growth and general corporate
purposes. If Kotak Bank issues the entire 62. 0
mn equity shares, at current market prices it can
raise ~ Rs 55. 2 bn. The dilution will be ~3. 3%
on the expanded capital base. Promoter holding
will go down from the current 32. 1% to 31. 0%.
For Abstain The company proposes to acquire the TV
Broadcasting businesses of three Reliance
entities which comprises two operational general
entertainment channels (BIG Magic and BIG
Ganga) and four other TV licenses. As consideration
for the transferred businesses Zee will issue an
aggregate of 3. 9 mn cumulative redeemable non-
convertible preference shares of face value Rs. 10.
0 each. These preference shares will have a tenure
of three years. In addition, Zee will take over the
debts of the demerged businesses of Rs. 2. 95 bn.
Thus, the total consideration amounts to Rs. 2. 98
bn. The valuation is in line with peers. The scheme
of arrangement is part of the company’s strategic
plan to expand its portfolio of general entertainment
channels. The equity shareholding pattern of Zee
will not change.
For Abstain The company proposes to acquire the TV
Broadcasting businesses of three Reliance
entities which comprises two operational general
entertainment channels (BIG Magic and BIG
Ganga) and four other TV licenses. As consideration
for the transferred businesses Zee will issue an
aggregate of 3. 9 mn cumulative redeemable non-
convertible preference shares of face value Rs. 10.
0 each. These preference shares will have a tenure
of three years. In addition, Zee will take over the
debts of the demerged businesses of Rs. 2. 95 bn.
Thus, the total consideration amounts to Rs. 2. 98
bn. The valuation is in line with peers. The scheme
of arrangement is part of the company’s strategic
plan to expand its portfolio of general entertainment
channels. The equity shareholding pattern of Zee
will not change.
For Abstain We believe that a comprehensive review of the
financials of a company is a critical exercise
which often requires first-hand information and
proper due diligence. We do not provide voting
recommendations on resolutions for adoption of
financial statements, given the limited time between
receipt of the annual report and the shareholder
meeting, but provides analysis of critical ratios.
For Abstain Nestlé India Limited (Nestlé) proposes to pay a
final dividend of Rs. 23. 0 per share of face value
Rs. 10 for the year ended 31 December 2016. The
company has also paid a total interim dividend of
Rs. 40. 0 per share during the year. This aggregates
to a total dividend of Rs. 63. 0 per share (Rs 48. 5
per share for 2015). The dividend payout ratio for
the year is 78. 0% (100. 5% in 2015).
For Abstain Shobinder Duggal is the Executive Director –
Finance & Control and the CFO of the company.
He retires by rotation. His reappointment is in line
with statutory guidelines.
107
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
11-May- Nestle India Ltd. AGM Management Appoint BSR & Co. LLP as For Abstain BSR & Co. LLP’s appointment is in line with our
2017 statutory auditors for five years Voting Policy on Auditor Rotation and with the
and fix their remuneration requirements of Section 139 of the Companies
Act 2013.
11-May- Nestle India Ltd. AGM Management Ratify remuneration of Rs. 192,000 For Abstain The board has approved the appointment of
2017 (plus service tax and out of pocket Ramanath Iyer & Co. As cost auditors for the
expenses) for Ramanath Iyer & records of the milk food products division for
Co. as cost auditors for the records the year ending 31 December 2017 on a total
of the milk food products division remuneration of Rs. 192,000 plus applicable service
for 2017 tax and out of pocket expenses.
11-May- Nestle India Ltd. AGM Shareholder Appoint Martin Roemkens (DIN For Abstain Martin Roemkens, 47, is the Former Technical
2017 07761271) as Whole-Time director Manager of Nestlé’s North East Africa Region. He
was appointed as an Additional director from 1
April 2017. His appointment is in line with statutory
guidelines.

11-May- Nestle India Ltd. AGM Management Appoint Martin Roemkens (DIN For Abstain Martin Roemkens has over 20 years of experience
2017 07761271) as Director-Technical in Technical and Production functions and has held
for a term of five years from 1 April senior management positions during his career.
2017 and fix his remuneration Prior to this, he was the Technical Manager in
Nestlé’s North East Africa Region. His proposed
remuneration for 2017 will range between Rs. 79.
2 mn and Rs. 87. 2 mn, which is commensurate
with the size and complexity of responsibilities. We
recommend that companies disclose an absolute
cap on the amount of variable remuneration that is
proposed to be paid to directors.
11-May- Nestle India Ltd. AGM Shareholder Appoint Ms. Rama Bijapurkar (DIN For Abstain Rama Bijapurkar serves as an Independent
2017 00001835) as an Independent Consultant. She has over 30 years of experience in
Director for a term of five years marketing strategy consulting and market research.
from 1 May 2017 Her appointment is in line with statutory guidelines.
12-May- HCL Postal Management Buyback of equity shares upto For Abstain At the buyback price of Rs. 1000 per share, the
2017 Technologies Ballot Rs.35 bn at a price of Rs. 1000 per company will buyback 35 mn equity shares resulting
Ltd. share through a tender offer in a 2. 45% reduction in the equity share capital.
The promoters will participate in the buyback. The
buyback will enable the company to distribute its
surplus cash to its shareholders, and may improve
return ratios.
16-May- Motherson Sumi Postal Management Creation of charges/ mortgages For Abstain Motherson Sumi Systems Limited (MSSL) acquired
2017 Systems Ltd. Ballot over shares of MSSL (GB) Ltd held PKC Group Plc, Finland. To fund this acquisition, the
by the company upto Rs.22 bn to company and its step-down subsidiary MSSL (GB),
secure borrowings to be availed by may borrow funds. To secure these borrowings,
the company the company has proposed to create charge/
mortgage over shares of MSSL (GB) Ltd held by
the company upto Rs. 22 bn (in INR or foreign
currency) including hedging/ derivative facilities
upto Rs. 5 bn. Creation charge/ mortgage on the
assets of the company enables the company to
raise secured debt. Secured loans have easier
repayment terms, less restrictive covenants and
marginally lower interest rates.
19-May- Credit Analysis Postal Management To change the name of the For Abstain The proposed name is an abbreviation of its current
2017 & Research Ltd. Ballot company from ‘Credit Analysis name and its brand name. The company is of the
& Research Limited’ to ‘CARE opinion that the proposed name will increase the
Ratings Limited visibility of the company while reflecting the brand
name.
20-May- Alkem Postal Management To alter the Articles of Association For Abstain As per the existing Shareholders' Agreement
2017 Laboratories Ltd Ballot (AoA) of the company between the company and the promoters (Original
SHA) and the AoA, the promoters have been divided
into two groups: Shareholders' Group I – Samprada
Singh and family and Shareholders' Group II –
Basudeo N. Singh and family. Samprada Singh
has formed the Samprada & Nanhamati Singh
Family Trust and the members of Shareholders'
Group I (except Samprada Singh HUF) have
transferred a portion of their shareholding to the
Trust. Consequently, the Original SHA has been
amended and restated to include the Trust as a part
of Shareholders' Group I. Since the AoA contains
clauses from the Original SHA, it is proposed to alter
the AoA to align it with the Amended and Restated
Shareholders' Agreement.

108
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
27-May- Kaveri Seed Co. Postal Management Buyback of up to 2.96 mn equity For Abstain The buyback is at an over 23% premium over
2017 Ltd. Ballot shares at Rs. 675 per share (face market price on the date of the announcement.
value Rs. 2) through a tender offer, The proposed buyback aggregates 4. 29% of
for an aggregate consideration of issued and paid-up equity capital and will result
up to Rs 2.0 bn in an almost 22% reduction of its 31 March 2016
networth. Promoters will participate in the buyback
to the extent of their shareholding, up to a maximum
of 1. 5 mn shares - this will marginally increase
their shareholding if the buyback is fully tendered.
The buyback will help return surplus funds to its
shareholders, and will improve return ratios.
05-Jun- Raymond Ltd. AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 (standalone and consolidated) for financials of a company is a critical exercise which
the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
05-Jun- Raymond Ltd. AGM Management Approve final dividend of Rs.1.25 For Abstain Raymond proposes a final dividend of Rs. 1. 25 per
2017 per equity share (FV Rs. 10) equity share for FY17. Dividend payout ratio for the
year is 22. 7% v/s 29. 5% in FY16.
05-Jun- Raymond Ltd. AGM Management Reappoint Gautam Singhania as For Abstain We believe the company’s weak performance, and
2017 Director, retiring by rotation the estimated opportunity loss of over Rs. 6. 5 bn
on the real estate transaction (Resolution #10) –
to which Gautam Singhania (DIN 00020088) is a
beneficiary, are sufficient reasons to raise concerns
over his continued position as an executive director.
The board must consider professionalizing the
board and putting in place a strong succession plan.
05-Jun- Raymond Ltd. AGM Management Appoint Walker Chandiok & Co For Abstain Walker Chandiok & Co is replacing Dalal & Shah as
2017 as statutory auditors for five years the statutory auditors. Their appointment is in line
with the statutory requirements.
05-Jun- Raymond Ltd. AGM Management Appoint Akshaykumar Chudasama For Abstain Akshaykumar Chudasama (DIN 00010630) is
2017 as Independent Director for five the Managing Partner of Shardul Amarchand
years with effect from 21 July 2016 Mangaldas & Co Advocates & Solicitors. His
appointment is in line with all statutory requirements.
He was an Independent Director of the company
between 21 April 2011 and 7 June 2013. He was
subsequently appointed back on the board on 21
July 2016. He is listed as in interested party in
resolution #10: management has stated that he
represents the company in the transaction.
05-Jun- Raymond Ltd. AGM Management Fix remuneration of cost auditors, For Abstain Remuneration of Rs. 350,000 to cost auditors for
2017 R. Nanabhoy & Co. for FY18 FY18 is reasonable compared to the size and scale
of operations.
05-Jun- Raymond Ltd. AGM Management Issuance of Non-Convertible For Abstain Raymond had outstanding borrowing (standalone)
2017 Debentures (NCDs)/bonds/other of Rs. 16. 1 bn as on 31 March 2017, which is 1. 3x
instruments upto Rs.7.5 bn times networth and 5. 6x EBIDTA. The company’s
debt-to-networth ratio has averaged around 1. 3x
in the last three years. The issuance of securities
will be within the overall borrowing limit.
05-Jun- Raymond Ltd. AGM Management Pay upto 1% of net profit as For Abstain In deferring the decision on resolution #10 to
2017 commission to Non-Executive shareholders, the audit committee has failed in the
Directors discharge of its fiduciary responsibilities. Further,
several of the independent directors were on the
board and were part of the audit committee that
authorized the option of sale of the apartments in
JK House at throw-away prices in 2007. We believe
the independent directors have failed to separate
the interests of the company from its shareholders.
05-Jun- Raymond Ltd. AGM Management Ratify the reappointment of H For Abstain H Sunder was the Chief Financial Officer of the
2017 Sunder as Wholetime Director from company at the time when the tripartite agreements
29 July 2016 to 28 April 2017 and (referred in resolution 10) were signed in 2007. He
revise his remuneration was subsequently appointed on the board in July
2011 as a Wholetime Director. During his tenure as
a KMP and as a board member, the company had
not made any disclosures to stakeholders regarding

109
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
these contracts. By allowing material information
to be withheld, H Sunder has failed in his fiduciary
responsibility towards the company’s stakeholders.
However, we support this resolution as it pertains
only to the ratification of his earlier reappointment as
a Wholetime Director for the period between 29 July
2016 to 28 April 2017. His revised remuneration of
~Rs. 26. 7 mn for this period is comparable to peers
and commensurate with the size of the company.
05-Jun- Raymond Ltd. AGM Management Approve or reject the offer required For Abstain The tripartite agreement gives an option to each
2017 to be made by the company under of the four promoter families to purchase a duplex
the tripartite agreements entered apartment each with a carpet area of 5,185 square
between the company, Pashmina foot at the rate of Rs. 9,200 per square foot. The
Holdings Limited and Vijaypat transaction is not at arm’s length and not in ordinary
Singhania, Gautam Singhania, course of business. The opportunity loss from this
Akshaypat Singhania and Ms. transaction is estimated at over Rs. 6. 5bn and is
Veenadevi Singhania (along with large in the context of Raymond Limited’s own size
Anant Singhania) - it aggregates over Rs. 100 per share. Moreover, if
the company were to sell the residential properties at
market value, it would more than recover its cost of
development: Raymond has spent Rs. 2. 7bn – not
including the cost of land - in rebuilding JK House.
07-Jun- Federal Bank Postal Management To issue equity securities of up For Abstain Federal Bank’s Common Equity Tier 1 (CET 1
2017 Ltd. Ballot to Rs 25 bn by way of public Capital) as on 31 March 2017 is 11. 8% (far lower
issue/rights issue/ preferential than 14. 8% as on 31 March 2015) and nearing the
issue/ private placement/ qualified bank’s stated internal risk appetite limit for CET 1
institutions placement capital at 11. 5%. The proposed infusion, which will
result in a dilution of 11. 2% for non-participating
shareholders, will shore up the bank’s capital
adequacy levels and help support future growth
and expansion.
07-Jun- Federal Bank Postal Management To increase ceiling limit on total For Abstain Federal Bank’ aggregate FII and FPI holding as
2017 Ltd. Ballot holdings of FII / FPIs from 49% to on 31 March 2017 is 46. 3% of its paid-up equity
a maximum of 74% of the paid-up share capital. In line with the erstwhile sectoral
capital caps, the bank currently has an approved individual
holding limit for FIIs/FPIs and NRIs at 49% and
24% respectively. In the Union Budget 2015-
16, individual caps on different types of foreign
investment were removed and replaced with a
composite cap. Accordingly, Federal Bank now
proposes to increase the FII/FPI investment limit
on a combined basis from 49% to 74%. This is in
line with the Government’s Consolidated FDI Policy
2016 and will give the bank flexibility in raising
foreign capital.
10-Jun- Max India Ltd EGM Management To approve issue of 19.4 mn For For The proposal is one for which there is a general
2017 preferential warrants, convertible voting guidelines and our vote is consistent with
into equity shares to promoter our voting policy.
group entity at Rs. 154.76/- each
12-Jun- ICICI Bank Ltd. Postal Management Increase in authorised share capital For For ICICI Bank proposes to increase the equity shares
2017 Ballot and consequent alteration to the component of its authorized equity capital from 6.
capital clause of the Memorandum 3 bn shares to 10. 0 bn shares to accommodate
of Association the 1:10 bonus issue as proposed in Resolution
#3. The authorized share capital will aggregate Rs.
25. 0 bn, after including the other and preference
share capital of Rs 5. 0 bn. As of 31 March 2017, the
issued and subscribed equity capital of ICICI Bank
Ltd. Stood at Rs 11. 6 bn divided into 5. 8 bn equity
shares of face value Rs 2 each, with no issuances
of preference or other shares.
12-Jun- ICICI Bank Ltd. Postal Management Alteration of Articles of Association For For The capital clause of the Articles of Association
2017 Ballot would require amendment to accommodate the
bonus issue proposed in Resolution # 3.
12-Jun- ICICI Bank Ltd. Postal Management Issue of bonus shares, one share For For For the bonus shares ICICI Bank will be capitalizing
2017 Ballot for every ten shares held ~Rs 1. 2 bn from the securities premium account as
on 31 March 2017. Post-bonus paid up share capital
is expected to be around Rs 12. 8 bn consisting of
~ 6. 4 bn equity shares of face value Rs 2 each.

110
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
12-Jun- ICICI Bank Ltd. Postal Management To amend the exercise period For For ICICI Bank proposes to revise the exercise period
2017 Ballot of options granted under the from 10 years of date to vesting to a period upto 10
Employee Stock Option Scheme years from vesting as decided by the Nomination
to a period not exceeding 10 years and Remuneration Committee. The amendment is
from the date of vesting intended to cover only future grants and not grants
already made. There is no incremental exercise
period being granted or proposed. The present
definition is fixed and does not allow flexibility to
align the exercise period of future grants to reflect
the time horizon of short and long term strategies of
the Bank. The change in exercise period does not
have material implications for shareholders – since
there is no change in the expected equity dilution.
15-Jun- State Bank Of EGM Management To elect Sanjiv Malhotra as For For The initial EGM notice sent out by the bank did
2017 India shareholder director not contain the names of shareholders seeking
appointment as ‘shareholder directors’. This did
not serve purpose as shareholders did not know
whom to vote for. Taking note of these concerns, SBI
issued an addendum to the notice. However, SBI
has now provided only the names and addresses of
ten candidates and no other information about their
background, education, age or work experience was
provided. Based on the information we have been
able to obtain, we recommend shareholders vote
FOR Sanjiv Malhotra. We are unable to provide any
comment / recommendation on the other candidates
due to lack of information.
15-Jun- State Bank Of EGM Management To e l e c t M . D . M a l l y a a s For For The initial EGM notice sent out by the bank did
2017 India shareholder director not contain the names of shareholders seeking
appointment as ‘shareholder directors’. This did
not serve purpose as shareholders did not know
whom to vote for. Taking note of these concerns, SBI
issued an addendum to the notice. However, SBI
has now provided only the names and addresses of
ten candidates and no other information about their
background, education, age or work experience was
provided. Based on the information we have been
able to obtain, we recommend shareholders vote
FOR M. D. Mallya. We are unable to provide any
comment / recommendation on the other candidates
due to lack of information.
15-Jun- State Bank Of EGM Management To elect Pravin Hari Kutumbe as For For The initial EGM notice sent out by the bank did
2017 India shareholder director not contain the names of shareholders seeking
appointment as ‘shareholder directors’. This did
not serve purpose as shareholders did not know
whom to vote for. Taking note of these concerns, SBI
issued an addendum to the notice. However, SBI
has now provided only the names and addresses of
ten candidates and no other information about their
background, education, age or work experience
was provided. Based on the information we have
been able to obtain, we recommend shareholders
vote FOR Pravin Hari Kutumbe. We are unable to
provide any comment / recommendation on the
other candidates due to lack of information.
15-Jun- State Bank Of EGM Management To elect Bhaskar Pramanik as For For The initial EGM notice sent out by the bank did
2017 India shareholder director not contain the names of shareholders seeking
appointment as ‘shareholder directors’. This did
not serve purpose as shareholders did not know
whom to vote for. Taking note of these concerns, SBI
issued an addendum to the notice. However, SBI
has now provided only the names and addresses of
ten candidates and no other information about their
background, education, age or work experience was
provided. Based on the information we have been
able to obtain, we recommend shareholders vote
FOR Bhaskar Pramanik. We are unable to provide
any comment / recommendation on the other
candidates due to lack of information.

111
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
16-Jun- Tata AGM Management A d o p t i o n o f s t a n d a l o n e & For For In line with the internal voting guidelines of the
2017 Consultancy consolidated financial statements company.
Services Ltd. for the year ended 31 March 2017
16-Jun- Tata AGM Management Confirm payment of interim For For Tata Consultancy Services (TCS) declared three
2017 Consultancy dividend of Rs 19.5 and approve interim dividends and proposes a final dividend for
Services Ltd. final dividend of Rs. 27.5 per equity FY17. Total dividend payout is Rs 47 per share for
share of face value Rs. 1 per share the year. In FY17 the total dividend aggregated to
Rs. 109. 5 bn, up 15. 5% from that paid in FY16.
The dividend payout ratio for the year is 46. 3%
(41. 1% in FY16).
16-Jun- Tata AGM Management Reappoint Aarthi Subramanian as For For Aarthi Subramanian is the Global Head, Delivery
2017 Consultancy director liable to retire by rotation Excellence, Governance & Compliance of TCS. Her
Services Ltd. reappointment as director liable to retire by rotation
is in line with all statutory requirements.
16-Jun- Tata AGM Management Appoint B S R & Co. LLP (part of For For The appointment is in line with all statutory
2017 Consultancy the KPMG network) as statutory requirements.
Services Ltd. auditors for a period of five years
and to fix their remuneration
16-Jun- Tata AGM Shareholder Appoint N. Chandrasekaran as For For N. Chandrasekaran relinquished his position as the
2017 Consultancy director liable to retire by rotation MD & CEO of TCS on 21 February 2017, on his
Services Ltd. appointment as Executive Chairperson of Tata Sons
Ltd. He has been nominated as Chairperson of TCS
by the promoter company, Tata Sons. He has served
in various positions at TCS since 1987 and was the
MD & CEO since October 2009. His appointment
as non-executive director liable to retire by rotation
is in line with all statutory requirements.
16-Jun- Tata AGM Shareholder Appoint Rajesh Gopinathan as For For Rajesh Gopinathan joined TCS in 2001. He has
2017 Consultancy director from 21 February 2017 been the CFO of the Company since February 2013
Services Ltd. and was appointed as MD & CEO in February 2017.
His appointment as executive director is in line with
all statutory requirements.
16-Jun- Tata AGM Management Appoint Rajesh Gopinathan For For Rajesh Gopinathan was paid a remuneration of Rs
2017 Consultancy as Chief Executive Officer and 62. 3 mn for FY16, as CFO for ~ 11 months and
Services Ltd. Managing Director from 21 MD & CEO for ~ 1 month. The fixed component of
February 2017 for a period of five his proposed remuneration will range from Rs 26.
years and to fix his remuneration 0 mn to Rs 50. 0 mn over the next five years. The
commission payable will be a percentage of the
consolidated PAT as decided by the Board which
has not been disclosed. Assuming commission
paid to Rajesh Gopinathan will be similar to
that paid to the outgoing MD & CEO, proposed
remuneration for FY18 will be ~ Rs 290 mn. The
proposed remuneration is in line with that paid
to peers in the industry and commensuratewith
the size and profitability of TCS. The resolution
is flagged for transparency as we recommend
companies disclose an absolute cap on the amount
of remuneration (including commission) that is
proposed to be paid to directors.
16-Jun- Tata AGM Shareholder A p p o i n t N . G a n a p a t h y For For N. Ganapathy Subramaniam has been the
2017 Consultancy Subramaniam as director from 21 President, Financial Services of the Company since
Services Ltd. February 2017 2011 and was appointed as ED & COO in February
2017. His appointment as executive director is in
line with all statutory requirements.
16-Jun- Tata AGM Management A p p o i n t N . G a n a p a t h y For For N. Ganapathy Subramaniam was paid a
2017 Consultancy Subramaniam as Chief Operating remuneration of Rs 61. 5 mn for FY16, as President,
Services Ltd. Officer and Executive Director Financial Services ~ 11 months and ED & COO for
from 21 February 2017 for a ~ 1 month. The fixed component of his proposed
period of five years and to fix his remuneration will range from Rs 24. 0 mn to Rs
remuneration 40. 0 mn over the next five years. The commission
payable will be a percentage of the consolidated
PAT as decided by the Board which has not been
disclosed. Assuming commission paid will be
similar to that paid to the outgoing MD & CEO, his
proposed remuneration for FY18 will be ~ Rs 280
mn. The proposed remuneration is in line with that

112
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
paid to peers in the industry and commensurate
with the size and profitability of TCS. The resolution
is flagged for transparency as we recommend
companies disclose an absolute cap on the amount
of remuneration (including commission) that is
proposed to be paid to directors.
16-Jun- Tata AGM Management Appoint branch auditors For For TCS seeks approval to authorize the Board of
2017 Consultancy Directors of the Company to appoint branch auditors
Services Ltd. in consultation with the Company's Auditors and fix
their remuneration.
17-Jun- FAG Bearings Postal Management Approval to change the name of For For Almost all the companies within the Schaeffler Group
2017 India Ltd. Ballot the company from ‘FAG Bearings worldwide have names beginning with the word
India Ltd’ to ‘Schaeffler India ‘Schaeffler’ together with the name of the country.
Limited’ ‘Schaeffler India Limited’ will be in consonance
with the group’s overall corporate philosophy. The
change in name will require alteration to Articles
of Association and Memorandum of Association
of the company.
17-Jun- FAG Bearings Postal Management Adoption of new set of Articles of For For FAG Bearings India Ltd (FAG Bearings) proposes
2017 India Ltd. Ballot Association to adopt a new set of Articles of Association
(AoA). It proposes to delete/amend the references
to various sections and schedules of the old
Companies Act and to substitute them with the
provisions of Companies Act, 2013 and other
regulatory requirements. The company’s new AoA
are enclosed with the notice.
20-Jun- Sun NCM Management Merger of Sun Pharma Medisales For Abstain Sun Pharma Medisales Private Limited, Ranbaxy
2017 Pharmaceutical Private Limited, Ranbaxy Drugs Drugs Limited, Gufic Pharma Limited and Vidyut
Inds. Ltd. Limited, Gufic Pharma Limited and Investments Limited are wholly owned subsidiaries
Vidyut Investments Limited with of the company. The merger of these subsidiaries
the company with the company will not result in any dilution
to shareholders and not impact the consolidated
financial statements of the company.
20-Jun- Petronet LNG Postal Management Increase authorized share capital For For Petronet LNG Ltd (Petronet) proposes to issue one
2017 Ltd. Ballot and subsequently alter the equity share as bonus for one equity share held in
Memorandum of Association of the company. To accommodate this bonus share
the company issuance, it needs to increase its authorized share
capital. This increase in authorized share capital
will require amendment to the Capital Clause of
the Memorandum of Association. The increase is
in the interest of all shareholders.
20-Jun- Petronet LNG Postal Management Issue one equity share as bonus For For Bonus issuance will increase the liquidity of the
2017 Ltd. Ballot for one equity share of Rs.10 each equity shares with higher floating stock and make
the equity shares more affordable.
24-Jun- Infosys Ltd. AGM Management A d o p t i o n o f s t a n d a l o n e & For Abstain We believe that a comprehensive review of the
2017 consolidated financial statements financials of a company is a critical exercise which
for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
24-Jun- Infosys Ltd. AGM Management Approve final dividend of Rs. 14.75 For Abstain During the year, the total dividend aggregated to Rs.
2017 per shares of face value Rs 5.0 and 69. 8 bn. Infosys has paid an interim dividend of Rs.
to approve interim dividend of Rs 11 per share and is proposing to pay an additional
11.0 per share Rs. 14. 75 per share as final dividend. Payout ratio is
50. 5% of the consolidated PAT as per the dividend
policy of the Company.
24-Jun- Infosys Ltd. AGM Management Reappoint U B Pravin Rao as For Abstain U. B. Pravin Rao was reappointed as wholetime
2017 director liable to retire by rotation director liable to retire by rotation in June 2015.
His term as Chief Operating Officer of Infosys
ends on 9 January 2019. As per Section 152 of
the Companies Act, 1/3rd of the total number of
directors of a company (liable to retire by rotation)
need to retire at every AGM. For calculating the
same, independent directors are required to be
excluded. In Infosys’ case, only the two Executive
Directors are subject to retire by rotation. Hence,
U. B. Pravin Rao retires by rotation and needs to
be reappointed every alternate year.

113
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
24-Jun- Infosys Ltd. AGM Management Appoint Deloitte Haskins & Sells For Abstain The appointment is in line with all statutory
2017 as statutory auditors for a period requirements.
of five years and to fix their
remuneration
24-Jun- Infosys Ltd. AGM Management To authorize the board of directors For Abstain Infosys seeks shareholder approval to authorize
2017 to appoint branch auditors and fix the board to appoint branch auditors to audits
their remuneration its branches/offices outside India and to fix
their remuneration. The appointment will be in
consultation with the statutory auditors of the
Company.
25-Jun- Motherson Sumi Postal Management Issuance of one equity share of Re. For For The company proposes issuance of bonus shares
2017 Systems Ltd. Ballot 1.0 each as bonus for every two to the shareholders of the company in the ratio of
equity shares held in the company 1:2 (one equity share for every two equity shares
held). This will improve the liquidity of the equity
shares traded in the secondary market.
27-Jun- Adani Ports NCM Management Demerger and transfer of Marine For For Adani Ports and Special Economic Zone Limited
2017 & Special Business of Adani Ports and (APSEZ) seeks shareholder approval to demerge
Economic Zone Special Economic Zone Limited and transfer its Marine Business to Adani Harbour
Ltd. (APSEZ) to Adani Harbour Services Private Limited (AHSPL), on a going
Services Private Limited (AHSPL), concern basis. As consideration for the transfer,
wholly owned subsidiary AHSPL will pay Rs. 2. 0 bn to APSEZ. The value
has been arrived at using Replacement Cost
Method and Discounted Cash Flows Method. There
is currently no revenue directly attributable to the
marine operations. The company has not provided
details on how AHSPL will raise the finances to
pay the Rs. 2. 0 bn. The scheme of arrangement
is part of the company’s restructuring plan to create
a separate entity to focus on the Marine business.
27-Jun- Asian Paints Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
27-Jun- Asian Paints Ltd. AGM Management Declare one-time special dividend For For The aggregate dividend is Rs. 10. 3 per share.
2017 of Rs. 2.0 per equity share and a The total dividend outflow including dividend tax
final dividend of Rs.5.65 per equity for FY17 is Rs. 9. 2 bn. The dividend payout ratio
share of face value Re.1.0 each for FY17 is ~51%.
27-Jun- Asian Paints Ltd. AGM Management Reappoint Abhay Vakil as a Non- For For Abhay Vakil is part of the promoter group and the
2017 Executive Director company’s former Managing Director. He has a
Bachelor’s Degree in Science from University
of Mumbai. He is liable to retire by rotation and
his reappointment is in line with all statutory
requirements.
27-Jun- Asian Paints Ltd. AGM Management Reappoint Ms. Amrita Vakil as a For For Ms. Amrita Vakil is part of the promoter group. She
2017 Non-Executive Director has a degree in Human Resources and Economics
from Michigan State University. She is liable to retire
by rotation and her reappointment is in line with all
statutory requirements.
27-Jun- Asian Paints Ltd. AGM Management Ratify Deloitte Haskins & Sells LLP For For Deloitte Haskins & Sells LLP’s ratification is in line
2017 as statutory auditors for one year with our Voting Policy on Auditor Rotation and with
the requirements of Section 139 of the Companies
Act 2013.
27-Jun- Asian Paints Ltd. AGM Shareholder Appoint R Seshasayee (DIN: For For R Seshasayee is the Chairperson of Infosys
2017 00047985) as an Independent Limited. He was appointed as an Additional
Director for a period of five years Director of the company with effect from 23 January
upto 22 January 2022 2017. His appointment is in line with the statutory
requirements.
27-Jun- Asian Paints Ltd. AGM Management R e a p p o i n t K B S A n a n d a s For For The reappointment of KBS Anand as Managing
2017 Managing Director and CEO for Director and CEO is in line with the statutory
two years from 1 April 2018 and requirements. The proposed remuneration of
fix his remuneration Rs. 115. 5 mn (maximum proposed: Rs. 214. 4)
is commensurate with the size and complexity
of the business and is in line with the peers.
Further, variable pay accounts for over 40% of his
remuneration which aligns pay with performance.
In FY17, the ratio of remuneration (Rs. 97. 2 mn)
to median remuneration was 137. 3x.
27-Jun- Asian Paints Ltd. AGM Management Ratify remuneration of Rs. 550,000 For For The board has approved the appointment of RA &
2017 (plus service tax and out of pocket Co as cost auditors for the year ending 31 March
expenses) for RA & Co, as cost 2018 on a total remuneration of Rs. 550,000 plus
auditors for 2018 applicable service tax and out of pocket expenses.

114
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
27-Jun- State Bank Of AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 India for the year ended 31 March 2017 financials of a company is critical exercise and
requires first-hand information and proper due
diligence. We do not comment on resolutions for
adoption of financial statements, given the limited
time between receipt of the annual report and
the shareholder meeting, but provide analysis of
critical ratios.
30-Jun- Equitas Holdings AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
30-Jun- Equitas Holdings AGM Management Appoint S R Batliboi & Associates For Abstain The company has chosen to comply with the stricter
2017 Ltd LLP as statutory auditors for a guidelines by fixing the tenure at four years, instead
period of five years and fix their of five years to as per RBI guidelines on tenure for
remuneration statutory auditors. S R Batliboi & Associates LLP’s
appointment is in line with our Voting Guidelines on
Auditor (Re)appointments.
30-Jun- Equitas Holdings AGM Management Appoint Bhaskar S (DIN: 02360919) For Abstain Bhaskar S, 60, joined the Equitas Group in October
2017 Ltd as an Executive Director 2007. He has over 20 years of work experience in
Murugappa Group. His appointment is in line with
the statutory requirements.
30-Jun- Equitas Holdings AGM Management Appoint Bhaskar S (DIN: 02360919) For Abstain Bhaskar S, 60, joined the Equitas Group in
2017 Ltd as ED & CEO for a period of three October 2007. He served as the CFO prior to his
years w.e.f. 21 October 2016 and appointment as the Executive Director & CEO.
fix his remuneration His proposed remuneration of Rs. 10. 8 mn is
commensurate with the size and complexity of the
business and is in line with the peers. His proposed
remuneration is 0. 7% of FY17 net profit and 0. 3%
of FY17 employee expense.
30-Jun- Equitas Holdings AGM Management Fix commission for non-executive For Abstain Given the current size of the standalone financial
2017 Ltd directors at an amount not performance, the commission proposed to be paid
exceeding 1% of net profits w.e.f. to non-executive directors is reasonable.
FY17
30-Jun- Equitas Holdings AGM Management To increase shareholding limit for For Abstain The one year IPO lock-in imposed on pre-IPO
2017 Ltd registered Foreign Institutional shareholders (including the investors who had
Investors (FII) and Foreign Portfolio invested through FDI route) expired on April 15,
Investors (FPI) to an aggregate 2017. To enable transactions among FDI investors
limit of 48% from 24% of paid-up and FII/FPI, it is proposed to increase the sub-limit
share capital for FIIs and FPIs from 24% to 48% of the paid-up
equity capital of the company.
30-Jun- Equitas Holdings AGM Management Increase authorized share capital For Abstain To accommodate the issue of equity shares under
2017 Ltd to Rs. 4.5 bn from Rs. 3.8 bn the ESOP scheme, the company proposes to
increase authorized share capital from Rs. 3. 8 bn
to Rs. 4. 5 bn.
30-Jun- Equitas Holdings AGM Management Al te r th e ca pi tal cl au se o f For Abstain Consequent to the increase in the authorized share
2017 Ltd Memorandum of Association capital, the company also proposes the alteration
(MOA), consequent upon increase of the capital clause in the MOA.
in the authorized share capital of
the company
30-Jun- Equitas Holdings AGM Management Amend existing clause 131 of the For Abstain Equitas has been building infrastructure (schools
2017 Ltd Articles of Association (AoA), to and hospitals) and leasing these assets to Equitas
enable investments in creating Development Initiatives Trust (EDIT) at no cost
infrastructure for charitable in the past, as part of their CSR support. In the
purpose upto Rs. 1.2 bn, in past, the spends were linked to the networth of
aggregate Equitas Micro Finance Limited, a business which
is now merged with the small bank. We believe the
company’s CSR activities are strategic. Further,
the company has been transparent in capping the
amount of spend at Rs. 1. 2bn.
30-Jun- Equitas Holdings AGM Management Ratify and approve leasing of For Abstain The company’s CSR activities are strategic in
2017 Ltd school infrastructure at Trichy, nature. Our opinion is linked to resolution #9.
Dindigul, Salem, Karur, Cuddalore
and Coimbatore to Equitas

115
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
Development Initiatives Trust
(EDIT), free of rental charges,
within the overall limit of Rs. 1.2bn
30-Jun- ICICI Bank Ltd. AGM Management Adoption of Accounts for the year For Abstain We believe that a comprehensive review of the
2017 ended 31 March 2017 together financials of a company is a critical
with the Reports of the Directors exercise which often requires first-hand information
and the Auditors and proper due diligence. We do comment on
resolutions for adoption of financial statements,
given the limited time between receipt of the annual
report and the shareholder meeting, but provide
analysis of critical ratios.
30-Jun- ICICI Bank Ltd. AGM Management To declare dividend on preference For Abstain The preference dividend aggregates Rs. 35,000 on
2017 shares aggregating Rs.35,000 preference capital of Rs. 3. 5 bn. This is in-line with
dividend paid in past.
30-Jun- ICICI Bank Ltd. AGM Management To declare dividend of Rs. 2.5 per For Abstain Given the financial performance for fiscal 2017,
2017 share on equity shares of face ICICI Bank has halved its dividend payout to Rs.
value Rs. 2 2. 5 per equity share (pre-bonus issue) for FY17.
The proposed payout ratio at 17% is lower than
the payout observed in the preceding two years.
30-Jun- ICICI Bank Ltd. AGM Management To reappoint Vishakha Mulye (DIN: For Abstain Vishakha Mulye is an executive director on the
2017 00203578), as director board of ICICI Bank. Her reappointment as director
is in line with all statutory requirements.
30-Jun- ICICI Bank Ltd. AGM Management To ratify the appointment of BSR For Abstain BSR & Co. LLP were appointed as statutory auditors
2017 & Co. LLP as statutory auditors in the 2014 AGM for four years. The ratification is
of the bank in-line with the statutory requirements.
30-Jun- ICICI Bank Ltd. AGM Management To authorize the board of directors For Abstain ICICI Bank has a presence in 17 countries. The
2017 to appoint branch auditors and fix bank seeks shareholder approval to authorize
their remuneration the board to appoint branch auditors to audits its
branches/offices outside India for the year ending
31 March 2018 and to fix their remuneration. The
appointment will be in consultation with the statutory
auditors of the bank.
30-Jun- ICICI Bank Ltd. AGM Shareholder To appoint Anup Bagchi (DIN: For Abstain Anup Bagchi’s proposed remuneration is Rs. 52. 5
2017 00105962) as director liable to mn, which can reach up to Rs. 66. 9 mn by the end
retire by rotation of his term. Based on the remuneration structure
ICICI bank has adopted in the past, we estimate
that Anup Bagchi will be granted stock options
of ~ Rs. 60. 0 mn – Rs 80. 0 mn. Therefore, his
aggregate remuneration is likely to be in the range
of Rs. 112. 5.
30-Jun- ICICI Bank Ltd. AGM Management To appoint Anup Bagchi as For Abstain Anup Bagchi’s proposed remuneration is Rs. 52. 5
2017 Whole Time Director for period mn, which can reach up to Rs. 66. 9 mn by the end
of five years effective from 1 of his term. Based on the remuneration structure
February 2017 and fix the terms ICICI bank has adopted in the past, we estimate
of remuneration that Anup Bagchi will be granted stock options
of ~ Rs. 60. 0 mn – Rs 80. 0 mn. Therefore, his
aggregate remuneration is likely to be in the range
of Rs. 112. 5 mn to Rs. 146. 9 mn. This is in line with
remuneration paid to peers and commensurate with
size and complexities of the business.
30-Jun- ICICI Bank Ltd. AGM Management Issuance of bonds and non- For Abstain The issuance of debt securities on private placement
2017 convertible debentures up to Rs. basis will be within the bank’s overall borrowing limit
250 billion on private placement of Rs. 2. 5 trillion.
basis
30-Jun- Hindustan AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Unilever Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
30-Jun- Hindustan AGM Management To confirm interim dividend of Rs For Abstain The dividend payout ratio has increased to 97. 9%
2017 Unilever Ltd. 7 per share and declare a final in FY17 from 89. 9% in FY15.
dividend of Rs 10 per share of face
value Re 1.0 each

116
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
30-Jun- Hindustan AGM Management Reappoint Harish Manwani as a For Abstain Harish Manwani (DIN: 00045160) is the
2017 Unilever Ltd. Non-Executive Non-Independent Chairperson and former Chief Operating Officer
director at Hindustan Unilever. He retires by rotation,
and his reappointment is in line with the statutory
requirements.
30-Jun- Hindustan AGM Management Reappoint Pradeep Banerjee as a For Abstain Pradeep Banerjee (DIN: 02985965) is the
2017 Unilever Ltd. Whole-time director Whole-time Director (Supply Chain) at Hindustan
Unilever since 2010. He retires by rotation, and
his reappointment is in line with the statutory
requirements.
30-Jun- Hindustan AGM Management Reappoint P B Balaji as a Whole- For Abstain P B Balaji (DIN: 02762983) is the Whole-time
2017 Unilever Ltd. time director Director (Finance & IT) and CFO, at Hindustan
Unilever since 2014. He retires by rotation, and
his reappointment is in line with the statutory
requirements.
30-Jun- Hindustan AGM Management Ratify BSR & Co. LLP as statutory For Abstain BSR & Co. LLP was appointed as the statutory
2017 Unilever Ltd. auditors for FY18 and fix their auditors of the company at the 2014 AGM. The
remuneration ratification is in line with the statutory requirements.
30-Jun- Hindustan AGM Management Revise the remuneration structure For Abstain In FY17, the reward framework for managerial
2017 Unilever Ltd. for CEO/Managing Director and remuneration was reviewed. The remuneration
Whole-time Directors structure is proposed to be restructured; such that
the cap on the basic salary component for the CEO/
Managing Director increases to Rs 40 mn (Rs 29 mn
earlier) and that for Whole-time directors to Rs 25
mn (Rs 12 mn earlier). The proposed remuneration
structure does not provide any clarity on any of
the other components of director remuneration.
However, we support the resolution as the company
has been judicious in its payouts to directors in the
past and expect to do so in the future.
30-Jun- Hindustan AGM Management Appoint Dev Bajpai as Whole-time For Abstain Dev Bajpai (DIN: 00050516) is HUL’s Company
2017 Unilever Ltd. Director w.e.f 23 January 2017 for Secretary and is in charge of the Legal and
five years and fix his remuneration Corporate Affairs departments. His remuneration
will be fixed as per resolution #7. For FY18,
his remuneration is estimated at Rs 36. 9 mn
(excluding ESOPs), which is in line with peers and
is commensurate with the size and operations of
the company.
30-Jun- Hindustan AGM Management Fix remuneration of Rs 1.1 mn For Abstain The total remuneration proposed is reasonable
2017 Unilever Ltd. for M/s RA & Co. as cost auditors compared to the size and scale of the company’s
for FY18 operations.
30-Jun- Mahindra Postal Management To approve increase in authorized For For To accommodate the issue of bonus equity shares,
2017 Holidays & Ballot share capital to Rs. 1.5 bn and the company proposes to increase the authorized
Resorts India consequent alteration of the capital share capital to Rs. 1. 5 bn from Rs. 1. 0 bn.
Ltd. clause in the Memorandum of Consequently, the company also proposes the
Association (MOA) alteration of the capital clause in the MOA.
30-Jun- Mahindra Postal Management Issuance of one equity share of Rs. For For The company proposes issuance of bonus shares
2017 Holidays & Ballot 10.0 each as bonus for every two to the shareholders of the company in the ratio of
Resorts India equity shares held in the company 1:2 (one equity share for every two equity shares
Ltd. held). This should improve the liquidity of the equity
shares in the secondary market.
01-Jul- Hindustan Postal Management Issue one equity share as bonus For Abstain A Public Sector Enterprise is required to consider
2017 Petroleum Ballot for two equity shares of Rs.10 each issue of bonus shares in order to comply with the
Corpn. Ltd. DIPAM guidelines. According to these guidelines,
every Central Public Sector Enterprise must issue
bonus shares when reserves and surplus are
equal to or more than ten times the paid-up equity
share capital of the company. Even after the bonus
issuance during FY17 (approved in 2016 AGM), the
reserves and surplus of the company is ~23 times
of its paid-up equity share capital. Post issuance,
the equity share capital of the company will increase
to Rs. 15. 24 bn comprising 1. 52 bn equity shares
of Rs. 10 each. Issuance will result in capitalization
of Rs. 5. 1 bn from the reserves of the company.
Bonus issuance will increase the liquidity of the
equity shares with higher floating stock and make
the equity shares more affordable.

117
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
03-Jul- Supreme AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Industries Ltd. for the year ended 31 March 2017
03-Jul- Supreme AGM Management To confirm interim dividend of For For The aggregate dividend is Rs. 15. 0 per share.
2017 Industries Ltd. Rs.3.0 per equity share and to The total dividend outflow including dividend tax
declare final dividend of Rs.12.0 for FY17 is Rs. 2. 3 bn. The dividend payout ratio
per share (including special for FY17 is 60. 7%.
dividend of Rs. 5 per share) on
face value Rs.2.0
03-Jul- Supreme AGM Management Reappoint Vijaykumar Taparia as For For Vijaykumar Taparia is the company’s Promoter and
2017 Industries Ltd. an Executive Director Executive Director. He is liable to retire by rotation
and his reappointment is in line with all statutory
requirements.
03-Jul- Supreme AGM Management Ratify Lodha & Co as statutory For For The company proposes to ratify Lodha & Co as the
2017 Industries Ltd. auditor for one year and fix statutory auditors. Lodha & Co was appointed in
remuneration FY16 AGM for a period of five years. The proposed
ratification is in line with the statutory requirements
and our voting policy on auditor rotation.
03-Jul- Supreme AGM Management Adoption of a new set of Articles of For For Supreme proposes to adopt a new set of Articles of
2017 Industries Ltd. Association (AoA) of the company Association (AoA) to delete/ amend the references
containing regulations in line with to various sections and schedules and to substitute
the Companies Act, 2013 them with the provisions of Companies Act, 2013.
The company has uploaded the revised AoA on
its website.
03-Jul- Supreme AGM Management Modify the terms of reappointment For For Shivratan Jeetmal Taparia was re-appointed as an
2017 Industries Ltd. of Shivratan Jeetmal Taparia as an Executive Director at FY13 AGM from 7 January
Executive Director for the residual 2014 for five years. He was not liable to retire
period by rotation during his tenure. The company is
proposing to change his residual term of office to
make his directorship liable to retire by rotation.
With this, there will be three Directors liable to
retire by rotation.
03-Jul- Supreme AGM Management Approve remuneration of Rs.0.44 For For The total remuneration proposed is reasonable
2017 Industries Ltd. mn for Kishore Bhatia & Associates compared to the size and scale of the company’s
as cost auditors for the financial operations.
year ending 31 March 2018
04-Jul- Larsen & Toubro Postal Management Issue one equity share as bonus For For Presently the company’s equity share capital
2017 Ltd. Ballot for two equity shares of Rs.2 each comprises 0. 93 bn equity shares of Rs. 2 each
aggregating to Rs. 1. 86 bn. After issuance of one
equity share as bonus to two equity shares held in
the company, the paid-up share capital will increase
to 1. 39 bn equity shares of Rs. 2 each aggregating
to Rs. 2. 82 bn. Bonus issuance will increase the
liquidity of the equity shares with higher floating
stock and make the equity shares more affordable.
07-Jul- Bharat Financial AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Inclusion Ltd for the year ended 31 March 2017 financials of an NBFC is critical exercise and
requires first-hand information and proper due
diligence. We do not comment on resolutions for
adoption of financial statements, given the limited
time between receipt of the annual report and the
shareholder meeting, but provides analysis of
critical ratios.
07-Jul- Bharat Financial AGM Management Reappoint M. Ramachandra Rao For Abstain M. Ramachandra Rao (DIN: 0327691) is MD and
2017 Inclusion Ltd as MD & CEO CEO. He retires by rotation, and his reappointment
is in line with the statutory requirements.
07-Jul- Bharat Financial AGM Management Appoint BSR & Co. LLP as For Abstain The appointment is in line with statutory
2017 Inclusion Ltd statutory auditors for five years requirements.
and fix remuneration
07-Jul- Bharat Financial AGM Management Appoint Ashish Lakhanpal as For Abstain Ashish Lakhanpal (DIN: 2410201) is founder, MD
2017 Inclusion Ltd Non-Executive Non-Independent and CEO of Kismet Capital LLC. He is a director
Director on the board of Kismet Microfinance (classified as
promoter shareholder) and Kismet SKS II (classified
as shareholder); their combined shareholding in
Bharat Financial Inclusion is 3. 1%. He retires by
rotation, and his appointment is in line with the
statutory requirements.

118
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
07-Jul- Bharat Financial AGM Management Approve private placement of non- For Abstain The proposed debentures will be within the
2017 Inclusion Ltd convertible debentures (NCDs), company’s borrowing limit of Rs 125 bn, which
bonds etc was approved by shareholders in the June 2016
postal ballot. These funds are to fuel future business
growth. Bharat Financial Inclusion’s borrowings are
rated ICRA A+/Stable/ICRA A1+ and CARE A+/
CARE A1+, which denote adequate degree of safety
regarding timely servicing of financial obligations.
07-Jul- Bharat Financial AGM Management Increase the ‘ESOP Plan 2011’ For Abstain Although the stated exercise price is between face
2017 Inclusion Ltd pool by 2.75 mn stock options value and market price, the company has clarified
that the exercise price of the proposed stock options
will be at market price. The expected equity dilution
will be limited to 2%.
12-Jul- Zee AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Entertainment for the year ended 31 March 2017
Enterprises Ltd.
12-Jul- Zee AGM Management To confirm 6% dividend on For For Total outflow of the dividend paid on the preference
2017 Entertainment preference shares shares in FY17 amounted to Rs. 1. 2 bn. The
Enterprises Ltd. company paid dividend at 6% per annum on
preference shares of face value Re. 1.
12-Jul- Zee AGM Management To declare final dividend of Rs.2.5 For For The company has proposed a final dividend of
2017 Entertainment per equity share (face value Rs. 2. 5 per equity share of face value Re. 1. 0 for
Enterprises Ltd. Re.1.0) the year ended 31 March 2017. The total dividend
outflow including dividend tax for FY17 is Rs. 2. 9
bn. The dividend payout ratio is 27. 9%.
12-Jul- Zee AGM Management Reappoint Subodh Kumar as For For Subodh Kumar is the Vice Chairperson. He is liable
2017 Entertainment Non-Executive Non-Independent to retire by rotation and his reappointment is in line
Enterprises Ltd. Director with all statutory requirements.
12-Jul- Zee AGM Management Appoint Deloitte Haskins & Sells For For Deloitte Haskins & Sells LLP’s appointment is
2017 Entertainment LLP as statutory auditors for a in line with our Voting Policy on Auditor Rotation
Enterprises Ltd. period of five years and fix their and with the requirements of Section 139 of the
remuneration Companies Act 2013.
12-Jul- Zee AGM Management Ratify remuneration aggregating For For The remuneration of Rs. 0. 3 mn paid to the cost
2017 Entertainment Rs.0.3 mn paid to Vaibhav P Joshi auditor in FY17 is reasonable compared to the size
Enterprises Ltd. & Associates as cost auditor for and scale of operations.
FY17
12-Jul- Zee AGM Management Reappoint Manish Chokhani as an For For Manish Chokhani is the Former Chairperson of TPG
2017 Entertainment Independent Director for a period Growth India. His reappointment is in line with all
Enterprises Ltd. of three years from 1 April 2018 statutory requirements.
12-Jul- Zee AGM Management Keep the register of members and For For At the FY16 AGM, the company sought shareholder
2017 Entertainment other documents at the office of approval to keep the register of members and
Enterprises Ltd. the Registrar and Transfer Agent other documents at the office of Link Intime Private
Limited in Mumbai. Link Intime Private Limited has
shifted its registered office in Mumbai from Bhandup
to Vikhroli. The company seeks shareholder
approval to keep the registers and other documents
at the new location in Mumbai. The documents
will be maintained within the same city where the
registered office is located; we believe that this will
not inconvenience shareholders.
14-Jul- Federal Bank AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Ltd. for the year ended 31 March 2017
14-Jul- Federal Bank AGM Management Declare a dividend of Rs 0.9 per For For Federal Bank proposes to pay a dividend of Rs 0. 9
2017 Ltd. share of face value Rs 2.0 each per share. The dividend payout is 18. 7%.
14-Jul- Federal Bank AGM Management Reappoint Ashutosh Khajuria as an For For Ashutosh Khajuria (DIN-05154975) is Federal
2017 Ltd. Executive Director and CFO Bank’s ED and CFO. He retires by rotation. His
reappointment is in line with statutory requirements.
14-Jul- Federal Bank AGM Management To reappoint BSR & Co. LLP and For For The appointment of BSR & Co. LLP and MM Nissim
2017 Ltd. MM Nissim & Co. LLP as joint & Co. LLP as joint central statutory auditors is
central statutory auditors for FY18 in-line with the statutory requirements. However,
Federal Bank needs to separate the two auditor
reappointments so that shareholders can vote on
them separately.
14-Jul- Federal Bank AGM Management To authorize the board to appoint For For Federal Bank has 1,252 branches, therefore
2017 Ltd. branch auditors for FY18 and fix the bank needs to appoint branch auditors. The
their remuneration in consultation resolution enables the Board to appoint branch
with the joint central statutory auditors in consultation with their joint central
auditors auditors.

119
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
14-Jul- Federal Bank AGM Management Reappoint Shyam Srinivasan as For For Shyam Srinivasan (DIN-02274773) is Federal
2017 Ltd. an MD & CEO wef 23 September Bank’s MD and CEO. His reappointment is in line
2016, for three years and fix his with statutory requirements. His proposed fixed
remuneration remuneration at Rs 15. 2 mn is in line with peers and
reasonable as compared to the size and scale of
operations. However, Federal Bank could have had
better disclosures on the remuneration, especially
with respect to variable pay (long-term and short-
term incentives).
14-Jul- Federal Bank AGM Management Grant options under ESOS 2010, For For Ganesh Sankaran is the Executive Director of the
2017 Ltd. for 2016, to Ganesh Sankaran @ bank since July 2016 and has over 21 years of
Rs 72.45 per share banking experience. Federal Bank has granted
3,00,000 stock options to Ganesh Sankaran under
the ESOP 2010 plan on 3 November 2016, at an
exercise price of Rs 72. 45 per option (in line with
market price on the date of grant). These options
will be granted over 4 years in equal installments
of 75,000 options per year. RBI approval has also
been received. At a fair value of Rs 33. 84 per share,
these 75,000 options are valued at ~ Rs 2. 5 mn.
As a result, Ganesh Sankaran’s FY17 remuneration
(including ESOPs) will aggregate to Rs 11 mn.
The aggregate compensation is comparable to
industry peers and is commensurate to the size
and performance of the bank.
14-Jul- Federal Bank AGM Management Approve terms of appointment of For For KM Chandrasekhar was appointed as Chairperson
2017 Ltd. KM Chandrasekhar as Chairperson for a period of one year effective 1 March 2017,
approved by RBI. He has been an Independent
Director on the board since 6 December 2012. The
bank proposes to pay him Rs 1. 5 mn per annum,
in addition to sitting fees. His terms of appointment
mirror those of his predecessor. The payment of
Rs 3. 4 mn in FY18 is in line with industry peers.
14-Jul- Federal Bank AGM Management Fix commission of upto Rs 1 mn For For Given the current size and financial performance of
2017 Ltd. to each non-executive director the bank, the commission proposed to be paid to
(excluding Chairperson), w.e.f. non-executive directors is reasonable.
FY17
14-Jul- Federal Bank AGM Management Reappoint KM Chandrasekhar as For For KM Chandrasekhar (DIN-06466854), is the former
2017 Ltd. Independent Director wef 17 July Union Cabinet Secretary. His reappointment is in
2017 for one year line with statutory requirements.
14-Jul- Federal Bank AGM Management Reappoint Nilesh Vikamsey as For For Nilesh Vikamsey (DIN-00031213), is senior partner
2017 Ltd. Independent Director wef 17 July at Khimji Kunverji & Co and former banker. He has
2017 for three years been on the board for six years as an independent
director; having been appointed on 24 June 2011
as an additional director. The board now proposes
to reappoint him as independent director for another
three years. This would extend his tenure as an
independent director beyond 8 years. As per RBI
guidelines, the maximum tenure of independent
directors is 8 years, hence, beyond two years
(post 24 June 2019), he would be considered as
Non-Independent.
14-Jul- Federal Bank AGM Management Reappoint Dilip Sadarangani as For For Dilip Sadarangani (DIN-06610897) is a former
2017 Ltd. Independent Director wef 17 July banker. His reappointment is in line with statutory
2017 for three years requirements.
14-Jul- Federal Bank AGM Management Reappoint Harish Engineer as For For Harish Engineer (DIN-01843009) is the Former
2017 Ltd. Independent Director wef 17 July Executive Director, HDFC Bank. His reappointment
2017 for two years is in line with statutory requirements.
14-Jul- Federal Bank AGM Management Reappoint Grace Koshie as For For Grace Koshie (DIN-06765216) is the Former
2017 Ltd. Independent Director wef 17 July Secretary, Central Board RBI. Her reappointment
2017 for three years is in line with statutory requirements.
14-Jul- Federal Bank AGM Management Reappoint Shubhalakshmi Panse For For Shubhalakshmi Panse (DIN-02599310) is the
2017 Ltd. as Independent Director wef 17 Former CMD of Allahabad Bank. Her reappointment
July 2017 for three years is in line with statutory requirements.
14-Jul- Federal Bank AGM Management To grant upto 86.2 mn options For For The bank has not stated the exercise price of the
2017 Ltd. under Employee Stock Option option. However, the bank has clarified that the
Scheme 2017 (ESOS 2017) exercise price of the proposed stock options will
be at market price. The expected equity dilution
will be limited to 5%.

120
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
14-Jul- Federal Bank AGM Management Amend Articles of Association For For Currently, at least two directors and the company
2017 Ltd. (AoA) to authorize any attorney or secretary are required to be present and sign while
bank official to affix the bank seal affixing the bank’s seal on official documents. The
on official documents proposed amendment is required for administrative
convenience.
14-Jul- Federal Bank AGM Management To borrow in Indian/foreign currency For For These debt instruments issued will be within the
2017 Ltd. by issuing debt securities up to Rs bank’s overall borrowing limits. Federal Bank’s
40 bn on private placement basis Certificate of Deposits / Short Term deposits are
rated CRISIL A1+. This denotes a high degree
of safety regarding timely servicing of financial
obligations.
14-Jul- Federal Bank AGM Management To approve the increase in the For For Federal Bank’s leverage will be comfortable even
2017 Ltd. borrowing powers to Rs 70 bn over after raising the additional debt. Moreover, the bank
and above the paid capital and free is required to maintain capital adequacy levels as
reserves of the bank required by RBI; hence, Federal Bank’s debt levels
will be maintained at manageable levels at all times.
18-Jul- Ultratech AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 Cement Ltd. consolidated financial statements
for the year ended 31 March 2017
18-Jul- Ultratech AGM Management Declare final dividend of Rs. 10.0 For For Ultratech Cement Limited (Ultratech) has proposed
2017 Cement Ltd. per equity share (face value Rs. a final dividend of Rs. 10. 0 per equity share of face
10.0) value Rs. 10 for the year ended 31 March 2017, as
compared to a dividend of Rs. 9. 5 in the previous
year. The total dividend outflow (including dividend
tax for FY17) is ~Rs. 3. 3 bn, while the dividend
payout ratio is 12. 6%.
18-Jul- Ultratech AGM Management Reappoint DD Rathi as Non- For For DD Rathi, 70, is the Former CFO of Grasim
2017 Cement Ltd. Executive Non-Independent Industries Limited. His retires by rotation and his
Director reappointment is in line with statutory requirements.
18-Jul- Ultratech AGM Management Ratify the appointment of BSR & Co For For BSR & Co. LLP’s ratification is in line with our
2017 Cement Ltd. LLP as joint statutory auditors for Voting Guidelines on Auditor (Re)appointments and
one year and fix their remuneration complies with the requirements of Section 139 of
the Companies Act 2013.
18-Jul- Ultratech AGM Management Ratify the appointment of Khimji For For Khimji Kunverji & Co’s ratification is in line with our
2017 Cement Ltd. Kunverji & Co as joint statutory Voting Guidelines on Auditor (Re)appointments and
auditors for one year and fix their complies with the requirements of Section 139 of
remuneration the Companies Act 2013.
18-Jul- Ultratech AGM Management Approve aggregate remuneration For For The total remuneration proposed to be paid to the
2017 Cement Ltd. of Rs. 1.9 mn payable to DC Dave cost auditors in FY18 is reasonable compared to
& Co and ND Birla & Co as cost the size and scale of operations.
auditors for FY18
18-Jul- Ultratech AGM Management Approve private placement For For The NCDs which are proposed to be issued will be
2017 Cement Ltd. of secured non-convertible within the overall borrowing limits of Rs. 60 bn over
debentures of up to Rs.90 bn and above the paid up capital and free reserves of
the company.
19-Jul- Kei Industries AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Ltd. for the year ended 31 March 2017
19-Jul- Kei Industries AGM Management Declare final dividend of Re. 0.6/- For For KEI has proposed a final dividend of Re. 0. 6 per
2017 Ltd. per equity share (face value Rs. equity share, while it paid a dividend of Rs. 0. 5
2.0) for FY17 per share in the previous year. The total dividend
outflow (including dividend tax for FY17) is Rs.
46. 7 mn, while the dividend payout ratio is 4. 7%.
19-Jul- Kei Industries AGM Management Reappoint Rajeev Gupta (DIN: For For Rajeev Gupta, 53, has been working as Head of
2017 Ltd. 00128865) as an Executive Finance & Accounts of KEI for the past 24 years.
Director His reappointment meets all statutory requirements.
19-Jul- Kei Industries AGM Management Appoint Pawan Shubham & For For Pawan Shubham & Co. ’s appointment is in line with
2017 Ltd. Co. as statutory auditors for a our Voting Guidelines on Auditor (Re)Appointment
period of five years and fix their and with the requirements of Section 139 of the
remuneration Companies Act 2013. As a best practice, KEI must
consider providing information on the auditors’
experience and reasons for their appointment.
19-Jul- Kei Industries AGM Shareholder Appoint Akshit Diviaj Gupta (DIN: For For In line with the voting guidelines of the company.
2017 Ltd. 07814690) as a Director
19-Jul- Kei Industries AGM Shareholder Appoint Akshit Diviaj Gupta as an For For In line with the voting guidelines of the company.
2017 Ltd. Executive Director for five years,
w.e.f. 10 May 2017

121
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
19-Jul- Kei Industries AGM Management Approve remuneration of Rs. 0.23 For For The total remuneration proposed is reasonable
2017 Ltd. mn for S. Chander & Associates as compared to the size and scale of the company’s
cost auditors for FY18 operations.
20-Jul- Sundaram AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Finance Ltd. for the year ended 31 March 2017
20-Jul- Sundaram AGM Management To confirm interim dividend of For For The aggregate dividend is Rs. 11. 5 per share.
2017 Finance Ltd. Rs.5.0 per equity share and to The total dividend outflow including dividend tax
declare final dividend of Rs.6.5 per for FY17 is Rs. 1. 5 bn. The dividend payout ratio
share of face value Rs.10.0 for FY17 is 31. 0%.
20-Jul- Sundaram AGM Management Reappoint Harsha Viji (DIN: For For Harsha Viji is the Deputy Managing Director. He is
2017 Finance Ltd. 00602484) as an Executive liable to retire by rotation and his reappointment is
Director in line with all statutory requirements.
20-Jul- Sundaram AGM Management Reappoint A N Raju (DIN: For For A N Raju is Director (Operations). He is liable to
2017 Finance Ltd. 00036201) as an Executive retire by rotation and his reappointment is in line
Director with all statutory requirements.
20-Jul- Sundaram AGM Management Appoint Sundaram & Srinivasan as For For Sundaram & Srinivasan’s appointment is in line with
2017 Finance Ltd. statutory auditors for a period of five our Voting Policy on Auditor Appointment and with
years and fix their remuneration the requirements of Section 139 of the Companies
Act 2013.
20-Jul- Sundaram AGM Shareholder Appoint Rajiv Lochan (DIN: For For Rajiv Lochan is a Director of Kasturi & Sons Limited
2017 Finance Ltd. 05309534) as an Independent and has two decades of experience in the field of
Director for five years from 25 management especially in finance, social sector,
November 2016 and public health. His appointment is in line with
the statutory requirements.
20-Jul- Sundaram AGM Management Reappoint T.T. Srinivasaraghavan For For The reappointment of T. T. Srinivasaraghavan
2017 Finance Ltd. (DIN: 00018247) as Managing as Managing Director is in line with the statutory
Director for three years from 1 April requirements. The proposed remuneration of
2018 and fix his remuneration Rs. 49. 3 mn is commensurate with the size and
complexity of the business and is in line with the
peers. In FY17, the ratio of remuneration (Rs. 39. 3
mn) to median remuneration was 74. 6x. As a good
practice, we encourage the company to set a cap in
absolute terms to the commission payable to him.
20-Jul- Sundaram AGM Management Increase borrowing limit from For For The present aggregate borrowings, including
2017 Finance Ltd. Rs.150.0 bn to Rs.210 bn (apart securitisation transactions and temporary loans,
from temporary loans), including amount to Rs. 193. 7 bn. Sundaram Finance’s debt
securitisation transactions programmes are rated ICRA AA+/ Positive/ ICRA
A1+, which denotes high degree of safety regarding
timely servicing of financial obligations. The capital
adequacy ratio as on 31 March 2017 is 17. 85%
(of which Tier I is 14. 8%) against a minimum 15%
as required by RBI norms. The capital structure
of NBFCs are reined in by RBI’s requirement for
maintenance of minimum capital adequacy levels.
20-Jul- Kotak Mahindra AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Bank Ltd. for the year ended 31 March 2017
20-Jul- Kotak Mahindra AGM Management To declare dividend of Rs. 0.6 per For For Kotak Mahindra Bank proposes to pay Rs. 0. 6 per
2017 Bank Ltd. share on equity shares of face share as dividend. The dividend payout at 3. 9%
value Rs. 5 is lower than the payout observed in the preceding
two years.
20-Jul- Kotak Mahindra AGM Management To reappoint Mark Newman For For Mark Newman is Director, ING Bank, Australia, Asia
2017 Bank Ltd. (DIN:03518417) as a non- and a nominee of the ING Banking Group. He retires
executive director by rotation and his reappointment is in line with all
statutory requirements.
20-Jul- Kotak Mahindra AGM Management To ratify the appointment of SR For For SR Batliboi & Co. LLP were appointed as statutory
2017 Bank Ltd. Batliboi & Co. LLP as statutory auditor for four years in the 2015 AGM, the
auditors ratification of their appointment is in-line with all
statutory requirements.
20-Jul- Kotak Mahindra AGM Management To reappoint Prof. S. Mahendra Dev For For Prof. Mahendra Gupta is Director and Vice
2017 Bank Ltd. (DIN: 06519869) as Independent Chancellor, Indira Gandhi Institute of Development
Director for three years till 14 Research (IGIDR), Mumbai. He was appointed as
March 2021 Independent Director in the EGM in January 2015
for five years. Since his term expires on 14 March
2018, the Bank proposes to reappoint him for
another three years, which will take his aggregate
tenure to 8 years. His reappointment is in line with
all statutory requirements.

122
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
20-Jul- Kotak Mahindra AGM Shareholder To appoint Uday Chander Khanna For For Uday Khanna was MD & CEO Larfarge India till
2017 Bank Ltd. (DIN:00079129), as Independent July 2011 and executive chairperson till September
Director for three years till 15 2014. He is currently the non-executive chairperson
September 2021 of Bata India Ltd. His reappointment is in line with
all statutory requirements.
20-Jul- Kotak Mahindra AGM Management To reappoint Uday S. Kotak For For Uday Kotak was paid a remuneration of Rs 28.
2017 Bank Ltd. (DIN: 00007467) as Executive 6 mn in FY17. His proposed remuneration is
Vice Chairman and Managing estimated at a maximum of Rs 58. 1 mn by the
Director from 1 January 2018 to end of his term. As a good governance practice
31 December 2020 and to fix his we expect Kotak Bank to disclose all components
remuneration of proposed remuneration, both fixed and variable.
The proposed remuneration is in line with that
paid to peers and commensurate with size and
complexities of the business.
20-Jul- Kotak Mahindra AGM Management To reappoint Dipak Gupta (DIN: For For Dipak Gupta was paid a remuneration of Rs 42.
2017 Bank Ltd. 00004771) as Joint Managing 6 mn in FY17 (including the value of ESOPs).
Director from 1 January 2018 to His proposed remuneration is estimated at a
31 December 2020 and to fix his maximum of Rs 76. 3 mn by the end of his term.
remuneration As a good governance practise we expect Kotak
Bank to disclose all components of proposed
remuneration, both fixed and variable (including
ESOPs). The proposed remuneration is in line with
that paid to peers and commensurate with size and
complexities of the business.
20-Jul- Kotak Mahindra AGM Management To approve increase in borrowing For For The Bank is well capitalized - its capital adequacy
2017 Bank Ltd. limits to Rs 600 bn from Rs 500 bn ratio of 16. 8% is much higher than RBI’s minimum
requirement under BASEL III norms. Considering
the growth in business and operations of the Bank,
its present and future requirements, Kotak Bank
needs fresh funds. Since Kotak Bank is required
to maintain its capital adequacy ratio at levels
prescribed by the RBI, we believe that the Bank’s
capital structure will be regulated at all times. Kotak
Banks’s debt is rated CRISIL AAA/Stable/CRISIL
A1+, ICRA AAA/Stable/ICRA A1+ and IND AAA/
Stable/IND A1+, which indicates a high degree
of safety regarding timely servicing of financial
obligations. The bank’s debt is rated on the global
scale at BBB-/Stable by S&P.
20-Jul- Kotak Mahindra AGM Management To approve private placement of For For This limit will be within the overall borrowing limit.
2017 Bank Ltd. debentures upto a limit of Rs 50 bn
20-Jul- Bajaj Auto Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
20-Jul- Bajaj Auto Ltd. AGM Management Declare final dividend of Rs. 55.0/- For For Dividend of Rs. 55. 0/- proposed for FY17 is same
2017 per equity share (face value Rs. as paid in the previous year. The total dividend
10.0) for FY17 outflow (including dividend tax for FY17) is Rs.
19. 2 bn, while the dividend payout ratio is 50. 1%.
20-Jul- Bajaj Auto Ltd. AGM Management Reappoint Madhur Bajaj (DIN: For For Madhur Bajaj, 64, has been associated with Bajaj
2017 00014593) as a Non- Executive Auto for the past 31 years. He was appointed as an
Director Executive Vice Chairperson for five years in FY15
AGM. He has stepped down from his executive
responsibilities from 1 April 2017, but will continue
as the Non-Executive Chairperson of the company.
His reappointment meets all statutory requirements.
20-Jul- Bajaj Auto Ltd. AGM Management Reappoint Shekhar Bajaj (DIN: For For In line with the voting guidelines of the company.
2017 00089358) as a Non- Executive
Director
20-Jul- Bajaj Auto Ltd. AGM Management Appoint SRBC & Co. LLP as For For SRBC & Co. LLP’s appointment is in line with
2017 statutory auditors for a period of our Voting Guidelines on Auditor Appointment/
five years and fix their remuneration Reappointment and with the requirements of
Section 139 of the Companies Act 2013.
20-Jul- Bajaj Auto Ltd. AGM Shareholder Appoint Dr. Naushad Forbes (DIN: For For Dr. Naushad Forbes, 57, is currently the Co-
2017 00630825) as an Independent Chairperson of Forbes Marshall (a leading steam
Director for five years, w.e.f. 18 engineering and control instrumentation firm). His
May 2017 appointment as an independent director meets all
the statutory requirements.

123
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
20-Jul- Bajaj Auto Ltd. AGM Shareholder Appoint Dr. Omkar Goswami (DIN: For For Dr. Omkar Goswami, 60, served as the Chief
2017 00004258) as an Independent Economist for CII and has been a consultant to the
Director for five years, w.e.f. 18 World Bank, the IMF, the ADB and the OECD. His
May 2017 appointment as an independent director meets all
the statutory requirements.
20-Jul- Canara Bank AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
20-Jul- Canara Bank AGM Management Declare a dividend of Rs 1.0 per For For In line with the voting guidelines of the company.
2017 share of face value Rs 10.0 each
20-Jul- Canara Bank AGM Management Issue upto Rs. 35.0 bn of equity/ For For In line with the voting guidelines of the company.
2017 preference shares to the public,
th ro u g h p u b l i c i ssu e/ri g h ts
issue/preferential issue/private
placement basis
21-Jul- Reliance AGM Management Adoption of standalone financial For For In line with the voting guidelines of the company.
2017 Industries Ltd. statements for the year ended 31
March 2017
21-Jul- Reliance AGM Management Adoption of consolidated financial For For In line with the voting guidelines of the company.
2017 Industries Ltd. statements for the year ended 31
March 2017
21-Jul- Reliance AGM Management Declare final dividend of Rs. 11.0 For For The company has proposed a final dividend of Rs.
2017 Industries Ltd. per equity share (face value Rs. 11. 0 per equity share of face value Rs. 10. 0 for
10.0) the year ended 31 March 2017. In FY16, the total
dividend was Rs. 10. 5 per equity share. The total
dividend outflow including dividend tax for FY17 is
Rs. 39. 2 bn. The dividend payout ratio is 12. 5%.
21-Jul- Reliance AGM Management Reappoint Ms. Nita Ambani as For For Ms. Nita Ambani, 54, is part of the promoter family
2017 Industries Ltd. Non-Executive Non-Independent and Chairperson of Reliance Foundation, the
Director umbrella organization for the company’s social
development activities. Her reappointment is in line
with statutory requirements.
21-Jul- Reliance AGM Management Reappoint Hital Meswani as For For Hital Meswani, 48, is the Whole-time Director,
2017 Industries Ltd. Director Petroleum, Technology & Projects. He retires
by rotation and his reappointment is in line with
statutory requirements.
21-Jul- Reliance AGM Management Appoint SRBC & Co LLP and For For Their appointment is in line with our Voting
2017 Industries Ltd. DTS & Associates as statutory Guidelines on Auditor (Re)appointments and with
auditors for five years and fix their the requirements of Section 139 of the Companies
remuneration Act 2013. We believe the company could have
avoided clubbing the appointments of two audit
firms to allow shareholders to vote on each of
them separately.
21-Jul- Reliance AGM Management Reappoint Pawan Kumar Kapil as For For Pawan Kumar Kapil, 71, is Whole-time Director
2017 Industries Ltd. Whole-time Director for five years and has an experience of over four decades in
and fix his remuneration the petroleum industry. He was appointed on
the board as an executive director in 2010. His
past remuneration has been in line with company
performance. He is a professional and his estimated
FY19 remuneration of Rs. 32. 2 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.
21-Jul- Reliance AGM Management Reappoint Nikhil Meswani as For For Nikhil Meswani, 51, is Whole-time Director and has
2017 Industries Ltd. Whole-time Director for five years worked primarily in the petrochemicals division.
and fix his remuneration He joined RIL in 1986 and was promoted to the
board as an executive director in 1988. His past
remuneration has been in line with company
performance. His estimated FY19 remuneration
of Rs. 194. 1 mn excluding stock options is in line
with peers and commensurate with the size and
complexity of the business. We expect companies
to specify an absolute cap on commission and
disclose the likely quantum of stock options which
will be issued.

124
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
21-Jul- Reliance AGM Management Reappoint Yogendra Trivedi as For Against Yogendra Trivedi, 88, is a senior advocate and
2017 Industries Ltd. Independent Director for five years solicitor with experience on tax related matters.
He has been on the board of the company for
25 years. We believe that the length of tenure is
inversely proportionate to the independence of a
director. Due to his tenure of over 10 years, we
consider him as non-independent, although as per
Companies Act, 2013 and SEBI LODR Regulations,
2015, he is permitted for being appointed as an
independent director.
21-Jul- Reliance AGM Management Reappoint Prof. Ashok Misra as For For In line with the voting guidelines of the company.
2017 Industries Ltd. Independent Director for five years
21-Jul- Reliance AGM Management Reappoint Mansingh Bhakta as For For In line with the voting guidelines of the company.
2017 Industries Ltd. Independent Director for five years
21-Jul- Reliance AGM Management Reappoint Dr. Dipak Jain as For For In line with the voting guidelines of the company.
2017 Industries Ltd. Independent Director for five years
21-Jul- Reliance AGM Management R e a p p o i n t D r. R a g h u n a t h For For In line with the voting guidelines of the company.
2017 Industries Ltd. Mashelkar as Independent Director
for five years
21-Jul- Reliance AGM Shareholder Appoint Dr. Shumeet Banerji as For For Dr. Shumeet Banerji, 57, is the Founder, Condorcet
2017 Industries Ltd. Independent Director for five years LP, an advisory and investment firm specializing
in developing early stage companies. He was the
founding CEO of Booz & Company. His appointment
as independent director for five years is in line with
statutory requirements.
21-Jul- Reliance AGM Management Alter Articles of Association to For For As per the terms of the payments bank license
2017 Industries Ltd. conform with Reserve Bank of granted to Jio Payments Bank Limited (subsidiary
India regulations of the company) by Reserve Bank of India (RBI),
the company is required to add an additional clause
to its Articles of Association. The clause indicates
the necessity of RBI approval for any acquisition of
equity shares or voting rights of the company, which
will take the holding of the acquirer in the company
above 5%. This is a regulatory requirement.
21-Jul- Reliance AGM Management Ratify payment of aggregate For For The total remuneration proposed to be paid to the
2017 Industries Ltd. remuneration of Rs. 6.1 mn to cost auditors in FY18 is reasonable compared to
cost auditors for FY18 the size and scale of operations.
21-Jul- Reliance AGM Management Approve private placement of For For The issuance will be within the overall borrowing
2017 Industries Ltd. non-convertible debentures of up limit of the company.
to Rs.250 bn
21-Jul- Info Edge (India) AGM Management a. Adoption of standalone financial For For In line with the voting guidelines of the company.
2017 Ltd. statements for the year ended
31 March 2017. b. Adoption of
consolidated financial statements
for the year ended 31 March 2017
21-Jul- Info Edge (India) AGM Management To confirm interim dividends For For The aggregate dividend is Rs. 4. 5 per share. The
2017 Ltd. aggregating Rs.3.0 per equity total dividend outflow including dividend tax for
share and to declare final dividend FY17 is Rs. 0. 6 bn. The dividend payout ratio for
of Rs.1.5 per share of face value FY17 is 32. 2%.
Rs.10.0
21-Jul- Info Edge (India) AGM Management Reappoint Chintan Thakkar For For Chintan Thakkar is the Chief Financial Officer. He
2017 Ltd. (DIN-00678173) as an Executive is liable to retire by rotation and his reappointment
Director is in line with all statutory requirements.
21-Jul- Info Edge (India) AGM Management Appoint S R Batliboi & Associates For For S R Batliboi & Associates LLP’s appointment is in
2017 Ltd. LLP as statutory auditors for a line with our Voting Policy on Auditor Appointment
period of five years and fix their and with the requirements of Section 139 of the
remuneration Companies Act 2013.
21-Jul- Info Edge (India) AGM Management Authorise the board to appoint For For The company proposes to appoint branch auditors
2017 Ltd. branch auditors to audit foreign to conduct the audit of accounts of branch offices
branches situated in countries other than India for FY18 at
remuneration fixed by the board.
24-Jul- HDFC Bank Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 (standalone and consolidated) for
the year ended 31 March 2017
24-Jul- HDFC Bank Ltd. AGM Management To declare dividend of Rs. 11.0 For For For the last few years HDFC Bank has been paying
2017 per equity share (face value Rs. 2) pays dividend in the range of the 20-25% of annual
profits. The payout for FY17 is 23. 3%.

125
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
24-Jul- HDFC Bank Ltd. AGM Management To reappoint Paresh Sukthankar as For For Paresh Sukthankar has been with HDFC Bank since
2017 director liable to retire by rotation its inception in 1994. He is the Deputy Managing
Director of the Bank. His reappointment as director
is in line with all statutory requirements.
24-Jul- HDFC Bank Ltd. AGM Management To reappoint Kaizad Bharucha as For For Kaizad Bharucha has been associated with HDFC
2017 director liable to retire by rotation Bank since 1995. He is Executive Director of the
Bank. His reappointment as director is in line with
all statutory requirements.
24-Jul- HDFC Bank Ltd. AGM Management To reappoint Deloitte Haskins & For For Deloitte Haskins & Sells have been the
2017 Sells as statutory auditors at an statutory auditors of the bank for three years.
annual remuneration of Rs. 19.0 Their reappointment is in-line with the statutory
mn for FY18 requirements.
24-Jul- HDFC Bank Ltd. AGM Shareholder To appoint Srikanth Nadhamuni For For Srikanth Nadhamuni is a technologist and an
2017 (DIN:02551389) as director with entrepreneur with 28 years of experience in the
expertise in information technology areas of CPU design, healthcare, e-governance,
who is liable to retire by rotation national ID, biometrics, financial technology and
banking. He is Chairman, Novopay Solutions Pvt.
Ltd., (involved in mobile payments) and CEO,
Khosla Labs Pvt. Ltd., (start-up incubator). He was
Chief Technology Officer of Aadhaar (UID Authority
of India) from 2009-12. Prior to this he was in the
Silicon Valley for 14 years. HDFC Bank proposes
to appoint him as non-executive director, having
expertise in the field of information technology. He
will be entitled to remuneration by way of sitting
fees, reimbursement of expenses and profit related
commission as paid to other non-executive directors
of the Bank. His appointment is in line with all
statutory requirements.
24-Jul- HDFC Bank Ltd. AGM Management To reappoint Paresh Sukhthankar For For Paresh Sukthankar was paid a remuneration of
2017 as Deputy Managing Director for Rs 60. 8 mn in FY17. No ESOPs were granted to
three years upto 12 June 2020 and the Executive Directors in the year. His proposed
to fix his remuneration remuneration (as per our calculations – assuming
an annual growth of 20%) ranges from Rs 168. 7 mn
to Rs 242. 9 mn over the next three years. HDFC
Bank has not provided any guidance as regards
the proposed remuneration. It is to be decided by
the NRC and then approved by the board and RBI.
We expect the Bank to disclose all components of
proposed remuneration, both fixed and variable and
flag the resolution for transparency. The proposed
remuneration is in line with that paid to peers and
commensurate with size and complexities of the
business.
24-Jul- HDFC Bank Ltd. AGM Management To reappoint Kaizad Bharucha as For For Kaizad Bharucha was paid a remuneration of Rs
2017 Executive Director for three years 46. 6 mn in FY17. No ESOPs were granted to
upto 12 June 2020 and to fix his the Executive Directors in the year. His proposed
remuneration remuneration (as per our calculations – assuming
an annual growth of 20%) ranges from Rs 125. 5 mn
to Rs 180. 8 mn over the next three years. HDFC
Bank has not provided any guidance as regards
the proposed remuneration. It is to be decided by
the NRC and then approved by the board and RBI.
We expect the Bank to disclose all components of
proposed remuneration, both fixed and variable and
flag the resolution for transparency. The proposed
remuneration is in line with that paid to peers and
commensurate with size and complexities of the
business.
24-Jul- HDFC Bank Ltd. AGM Management To reappoint Shyamala Gopinath For For Her reappointment is in line with all statutory
2017 as part time non-executive requirements and her proposed remuneration is in
chairperson and Independent line with that of her peers.
director for three years upto
1 January 2021 and to fix her
remuneration
24-Jul- HDFC Bank Ltd. AGM Management To ratify and approve related For For The transactions include sourcing, assigment and
2017 party transactions with Housing securitisation of home loans, and other banking
Development Finance Corporation transactions. The value of these transactions will
Limited (“HDFC Limited”) for FY18 likely exceed 10% of revenues. The transactions
are in the ordinary course of business and on an
arm’s length basis.

126
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
24-Jul- HDFC Bank Ltd. AGM Management To r a t i f y a n d a p p r o v e t h e For For The Bank periodically undertakes asset backed/
2017 related party transactions with mortgage backed securitization/loan assignment
HDB Financial Services Limited transactions with various originators including
(“HDBFSL”) for FY18 HDBFSL, subsidiary company. In FY18, HDFC
Bank expects these transactions and other banking
transactions to exceed the materiality threshold
of 10% of consolidated revenues. In FY17 HDFC
Bank purchased debt securities from HDB Financial
Services Limited for Rs 14. 3 bn. The transactions
are in the ordinary course of business of the Bank
and on an arm’s length basis.
24-Jul- HDFC Bank Ltd. AGM Management To issue debt securities up to Rs. For For The issuance of debt securities on private placement
2017 500.0 bn on private placement basis will be within the bank’s overall borrowing limit
basis of Rs. 500. 0 bn over and above the aggregate of
paid up capital and free reserves.
24-Jul- Bharti Airtel Ltd. AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 consolidated financial statements
for the year ended 31 March 2017
24-Jul- Bharti Airtel Ltd. AGM Management Declare final dividend of Rs. 1.0 per For For The company has proposed a final dividend of
2017 equity share (face value Rs. 5.0) Rs. 1. 0 per equity share of face value Rs. 5. 0 for
the year ended 31 March 2017. In FY16, the total
dividend was Rs. 1. 36 per equity share. The total
dividend outflow including dividend tax for FY17
is Rs. 4. 8 bn.
24-Jul- Bharti Airtel Ltd. AGM Management Reappoint Sheikh Faisal Thani For For In line with the voting guidelines of the company.
2017 Al-Thani as Non-Executive Non-
Independent Director
24-Jul- Bharti Airtel Ltd. AGM Management Appoint Deloitte Haskins & Sells For For Their appointment is in line with our Voting
2017 as statutory auditors for five years Guidelines on Auditor (Re)appointments and with
and fix their remuneration the requirements of Section 139 of the Companies
Act 2013.
24-Jul- Bharti Airtel Ltd. AGM Management Reappoint Manish Kejriwal as For For In line with the voting guidelines of the company.
2017 Independent Director for five years
24-Jul- Bharti Airtel Ltd. AGM Management R e a p p o i n t G o p a l Vi t t a l a s For For His estimated FY18 remuneration of Rs. 198. 0
2017 Managing Director and CEO for mn including stock options is in line with peers and
five years beginning 1 February commensurate with the size and complexity of the
2018 and fix his remuneration with business. We expect companies to disclose the
effect from 1 June 2017 likely quantum of stock options which will be issued
and the targets to be achieved for performance
incentive payouts.
24-Jul- Bharti Airtel Ltd. AGM Management Ratify remuneration of Rs.0.8 mn For For The total remuneration proposed to be paid to the
2017 payable to RJ Goel & Co as cost cost auditors in FY18 is reasonable compared to
auditors for FY18 the size and scale of operations.
24-Jul- Bharti Airtel Ltd. AGM Management Amend Bharti Airtel Employee For For While it is unclear why the additional clause
2017 Stock Option Scheme 2005 (ESOP giving amendment powers to the nomination
2005) and remuneration committee is being included,
the company has confirmed that changes to the
scheme size and vesting period of the scheme will
be subject to shareholder approval. Further, since
the exercise price is already equal to the face value
of Rs. 5. 0 per share, the company will not be able
to lower it further.
26-Jul- Axis Bank Ltd. AGM Management a. Adoption of standalone financial For For In line with the voting guidelines of the company.
2017 statements for FYE 31 March
2017.b. Adoption of consolidated
financial statements for FYE 31
March 2017
26-Jul- Axis Bank Ltd. AGM Management Declare equity dividend of Rs. 5.0 For For The bank proposes to retain equity dividend at Rs 5.
2017 per share (Face Value: Rs. 2) 0 per share for FY17 despite a 55. 3% fall in profits.
The dividend payout ratio has increased to 38. 2%
on account of reduced profitability.
26-Jul- Axis Bank Ltd. AGM Management To reappoint Usha Sangwan (DIN For For In line with the voting guidelines of the company.
2017 02609263) as director liable to
retire by rotation
26-Jul- Axis Bank Ltd. AGM Management To reappoint B. Babu Rao (DIN For For B. Babu Rao is an employee of UTI Asset
2017 00425793) as director liable to Management Company and is deputed to SUUTI.
retire by rotation SUUTI holds 11. 5% of the bank’s equity and has
appointed him as its nominee. He retires by rotation
and his reappointment is in line with all statutory
requirements.

127
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
26-Jul- Axis Bank Ltd. AGM Management To ratify the reappointment of S. For For S. R. Batliboi & Co LLP were appointed as auditors
2017 R. Batliboi & Co LLP as Statutory of the Bank for four years in the AGM of FY14. Axis
Auditors for one year Bank seeks ratification for the appointment for one
year till AGM of FY18: The ratification is in line with
all the statutory requirements.
26-Jul- Axis Bank Ltd. AGM Management To approve revision in remuneration For For The total remuneration paid to Dr. Sanjiv Misra
2017 to Dr. Sanjiv Misra as Non- in FY16 was Rs. 3. 6 mn. The proposed terms of
Executive (Part-time chairman) remuneration for FY18 is Rs 33 mn with company
for one year from 18 July 2017 car, reimbursement of travel expenses and sitting
fees. The proposed remuneration is in line with the
size and complexity of Axis Bank and comparable
to peers in the Banking Industry.
26-Jul- Axis Bank Ltd. AGM Management To approve revision in remuneration For For Shikha Sharma has been the Managing Director
2017 of Managing Director & CEO, of the Bank since 2009. In FY17, she was paid
Shikha Sharma from 1 June 2017 remuneration of Rs 200. 6 mn (including the
for one year valuation of ESOPs granted and the maximum
proposed remuneration for FY18 (as per our
calculations) is ~ Rs 253. 5 mn, a growth of 26.
3%. The remuneration paid to / proposed for Shikha
Sharma is consistent with the size and complexities
of the business of Axis Bank and comparable to that
paid to her peers in the industry.
26-Jul- Axis Bank Ltd. AGM Management To approve revision in remuneration For For V. Srinivasan has been the Deputy Managing
2017 of Deputy Managing Director, V. Director of the Bank since December 2015. In
Srinivasan from 1 June 2017 for FY17 he was paid remuneration of Rs 113. 3 mn
one year (including the valuation of ESOPs granted) and
the maximum proposed remuneration for FY18 (as
per our calculations) is ~ Rs 149. 0 mn a growth
of 31. 6%. The remuneration paid to / proposed
for V. Srinivasan is consistent with the size and
complexities of the business of Axis Bank and
comparable to that paid to his peers in the industry.
26-Jul- Axis Bank Ltd. AGM Management To approve revision in remuneration For For Rajiv Anand was appointed on the Board of Axis
2017 of Executive Director (Retail Bank on 12 May 2016. In FY17 he was paid
Banking), Rajiv Anand from 1 remuneration of Rs 52. 2 mn (including the valuation
June 2017 for one year of ESOPs granted) and the maximum proposed
remuneration for FY18 (as per our calculations) is
~ Rs 86. 0 mn. The remuneration paid to / proposed
for Rajiv Anand is consistent with the size and
complexities of the business of Axis Bank and
comparable to that paid to his peers in the industry.
26-Jul- Axis Bank Ltd. AGM Management To approve revision in remuneration For For Rajesh Dahiya was appointed on the Board of
2017 of Executive Director (Corporate Axis Bank on 12 May 2016. In FY17 he was paid
Centre), Rajesh Dahiya from 1 remuneration of Rs 42. 9 mn (including the valuation
June 2017 for one year of ESOPs granted) and the maximum proposed
remuneration for FY18 (as per our calculations) is
~ Rs 75. 4 mn. The remuneration paid to / proposed
for Rajiv Anand is consistent with the size and
complexities of the business of Axis Bank and
comparable to that paid to his peers in the industry.
26-Jul- Axis Bank Ltd. AGM Management To approve borrowing/raising For For These debt instruments issued will be within
2017 funds in Indian Currency/ the Bank’s overall borrowing limits. Axis Bank’s
Foreign Currency by issue of Certificate of Deposits are rated CRISIL A1+, and
debt instruments including but long-term ratings are IND AAA/Stable and ICRA
not limited to bonds and non- AAA/Stable.
convertible debentures for an
amount upto Rs 350 bn
26-Jul- Mphasis Ltd. AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
26-Jul- Mphasis Ltd. AGM Management Declare dividend of Rs.17 per For Abstain The company has proposed a final dividend of
2017 share (face value: Rs. 10) Rs. 17. 0 per equity share of face value Rs. 10 for
the year ended 31 March 2017. The total payout
(including the final dividend, interim dividend and
dividend tax) is Rs. 4. 3 bn. The dividend payout
ratio for FY17 is 68. 8%.

128
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
26-Jul- Mphasis Ltd. AGM Management Reappoint Paul James Upchurch For Abstain Paul James Upchurch is a Senior Advisor to
2017 as a Non-Executive Non- the Blackstone Group LP. He retires by rotation
Independent Director and his reappointment is in line with all statutory
requirements.
26-Jul- Mphasis Ltd. AGM Management Reappoint Dario Zamarian as a For Abstain Dario Zamarian is the Operating Advisor to The
2017 Non-Executive Non-Independent Blackstone Group LP. He retires by rotation and
Director his reappointment is in line with all statutory
requirements.
26-Jul- Mphasis Ltd. AGM Management Ratify the reappointment of SR For Abstain SR Batliboi & Associates LLP have been the
2017 Batliboi & Associates LLP as statutory auditors of the company for the past
statutory auditors for FY17 and fix eight years. The ratification of their reappointment
their remuneration is in line with our voting policy on auditor (Re)
appointments and with the provisions of Section
139 of the Companies Act 2013.
26-Jul- Mphasis Ltd. AGM Management Appoint Nitin Rakesh (DIN For Abstain Nitin Rakesh has been appointed as Balu Ganesh
2017 00042261) as CEO and Whole- Ayyar’s successor. He is a professional. Prior
Time Director for a period of five to joining Mphasis, he was the CEO of Syntel
years from 29 January 2017 and (a NASDAQ listed IT Services company). The
fix his remuneration proposed remuneration, estimated at Rs. 91. 9 mn,
is commensurate with the size and performance
of the company. We believe the company must
consider setting a cap on the remuneration payable
in absolute amounts.
26-Jul- Mphasis Ltd. AGM Management Approve agreements by employees For Abstain The erstwhile promoter, Hewlett Packard
2017 with erstwhile promoter, Hewlett Enterprises (HPE), had entered into retention
Packard Enterprises (HPE) bonus and severance package agreements with
a select set of employees to facilitate a smooth
transition after the change of control. The payments
under the agreement will be made by HPE. If the
mentioned employees continue to be in service for
the stipulated period, HPE will pay an aggregate
of USD 10. 86 mn. There will be no financial cost
incurred by Mphasis on account of this agreement.
26-Jul- Mphasis Ltd. AGM Management Approve Exit Return Incentive For Abstain Marble II Pte Ltd is listed as a promoter – it is a
2017 (ERI) Plan which will reward certain Blackstone fund. To align employees’ interests
employees based on Marble II Pte with itself, the fund proposes to pass on some of its
Limited achieving a pre-defined returns to a select set of employees. The employees
return at the time of its exit will be paid in cash based on a pre-defined set
of achievement matrices. This proposition aligns
the promoter’s and employees’ goals, which
effectively also aligns interests with non-promoter
shareholders. Further, the company will not bear the
burden of such rewards. We raise concerns over
the lack of disclosure on the number of employees
being covered under the scheme and the basis of
their selection.
26-Jul- Dabur India Ltd. AGM Management Adoption of standalone financial For For In line with the voting guidelines of the company.
2017 statements for the year ended 31
March 2017
26-Jul- Dabur India Ltd. AGM Management Adoption of consolidated financial For For In line with the voting guidelines of the company.
2017 statements for the year ended 31
March 2017
26-Jul- Dabur India Ltd. AGM Management To confirm the interim dividend For For Dabur paid an interim dividend of Rs. 1. 25 per
2017 of Rs. 1.25 per equity share and equity share of face value Re. 1. It has now
declare final dividend of Re.1.0 proposed a final dividend of Re. 1 per share. The
per equity share of face value total payout including the (final dividend, interim
Re. 1 each dividend and dividend tax) is Rs. 4. 8 bn. The
dividend payout for FY16 is 47. 8%.
26-Jul- Dabur India Ltd. AGM Management Reappoint Mohit Burman as a For For Mohit Burman is part of the promoter group. He
2017 Non-Executive Director Non- retires by rotation and his reappointment is in line
Independent Director with all statutory requirements.
26-Jul- Dabur India Ltd. AGM Management Reappoint Amit Burman as a For For Amit Burman is the Promoter Vice-chairperson.
2017 Non-Executive Director Non- He attended 60% of the board meetings held in
Independent Director FY17 and 80% of board meetings held 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
meeting held over the preceding three-year period.

129
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
26-Jul- Dabur India Ltd. AGM Management Appoint Walker Chandiok & Co. For For Walker Chandiok & Co. LLP’s appointment
2017 LLP as statutory auditors for a as statutory auditors is in line with our Voting
period of five years Guidelines on Auditor (Re)Appointments and with
the requirements of Section 139 of the Companies
Act 2013. As a best practice, the company must
provide a brief profile of the statutory audit firm and
its partner and their relevant experience at the time
of appointment and reappointment.
26-Jul- Dabur India Ltd. AGM Management Ratify remuneration of Rs. 478,000 For For The proposed remuneration is comparable to the
2017 (plus service tax and out of pocket size and complexity of the business.
expenses) for Ramanath Iyer &
Co., as cost auditors for FY17
& FY18
26-Jul- Dabur India Ltd. AGM Management Reappoint PD Narang as Whole- For For PD Narang is the Group Director, Corporate
2017 Time Director for a term of five Affairs with over three decades of experience. He
years from 1 April 2018 and fix his is a professional. The proposed remuneration,
remuneration estimated at Rs. 109. 7 mn, is commensurate with
the size and performance of the company. We
believe the company must consider setting a cap
on the remuneration payable in absolute amounts.
Further, the range of remuneration payable to PD
Narang is too wide.
26-Jul- Indusind Bank AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Ltd. for the year ended 31 March 2017
26-Jul- Indusind Bank AGM Management Declare final dividend of Re. 0.5/- For For Dividend for FY17 is Rs. 6. 0/-, while it paid a
2017 Ltd. per equity share (face value Rs. dividend of Rs. 4. 5/- in FY16. The total dividend
10.0) for FY17 outflow (including dividend tax for FY17) is Rs. 4. 3
bn. The dividend payout ratio is 15. 1%, which is in
line with the company’s dividend distribution policy.
26-Jul- Indusind Bank AGM Management Reappoint Romesh Sobti (DIN: For For Ramesh Sobti, 67, has been the Managing Director
2017 Ltd. 00031034) as an Executive & CEO for the past nine years. His reappointment
Director meets all statutory requirements.
26-Jul- Indusind Bank AGM Management Reappoint Price Waterhouse For For Price Waterhouse Chartered Accountants LLP’s
2017 Ltd. Chartered Accountants LLP as appointment is in line with our Voting Guidelines
statutory auditors for FY18 and fix on Auditor Appointment/Reappointment and with
their remuneration the requirements of Section 139 of the Companies
Act 2013.
26-Jul- Indusind Bank AGM Management R e a p p o i n t R . S e s h a s a y e e For For R. Seshasayee, 69, has been the Chairperson for
2017 Ltd. (DIN: 00047985) as the Non- the past ten years. His reappointment meets all
Independent Non- Executive statutory requirements.
Chairperson
26-Jul- Indusind Bank AGM Management Increase borrowing limits to Rs 500 For For Given the growth in advances, IndusInd will need
2017 Ltd. bn from Rs 350 bn fresh funds to meet its capital requirements. It has
a long-term credit rating of CRISIL AA+/Stable on
its debt programmes, which indicates a high degree
of safety regarding timely servicing of financial
obligations.
26-Jul- Indusind Bank AGM Management Issuance of Long-Term Bonds For For The issuance of Long-Term Bonds or NCDs on
2017 Ltd. or Non-Convertible Debentures private placement basis will be within the overall
(NCDs) on a private placement borrowing limit.
basis upto Rs. 100 bn
26-Jul- Housing AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Development for the year ended 31 March 2017
Finance Corpn. Ltd.
26-Jul- Housing AGM Management Adoption of consolidated financial For For The total dividend payout (including dividend
2017 Development statements for the year ended 31 distribution tax) for FY17 aggregates to Rs 34. 4
Finance Corpn. Ltd. March 2017 bn. The dividend payout ratio for FY17 was 46. 2%.
26-Jul- Housing AGM Management Confirm interim dividend of Rs.3 For For Ms. Renu Sud Karnad (DIN: 00008064) is the
2017 Development per share and approve final Managing Director. She retires by rotation and
Finance Corpn. Ltd. dividend of Rs 15.0 per share of her reappointment is in line with the statutory
face value Rs 2.0 each requirements.
26-Jul- Housing AGM Management Reappoint Ms. Renu Sud Karnad For For V. Srinivasa Rangan (DIN: 00030248) is an
2017 Development as a Director Executive Director. He retires by rotation and
Finance Corpn. Ltd. his reappointment is in line with the statutory
requirements.
26-Jul- Housing AGM Management Reappoint V. Srinivasa Rangan as For For B S R & Co. LLP are replacing Deloitte, Haskins &
2017 Development a Director Sells LLP as the statutory auditors. The appointment
Finance Corpn. Ltd. is in line with the statutory requirements.

130
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
26-Jul- Housing AGM Management Appoint B S R & Co. LLP as For For The issuance will be within the overall borrowing
2017 Development statutory auditors for five years and limit of Rs. 3. 50 trillion.
Finance Corpn. Ltd. fix their remuneration at Rs.16.7
mn for FY18
26-Jul- Housing AGM Management A p p r o v e i s s u a n c e o f N o n - For For HDFC Bank sources home loans for HDFC through
2017 Development Convertible Debentures of up to its branches across India. HDFC, after necessary
Finance Corpn. Rs.850 bn due diligence, approves and disburses the loans.
Ltd. 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. 200.
0 bn for FY18. The transactions are in the ordinary
course of business and will be conducted on an
arm’s length basis. It will enable HDFC to expand
its reach, leverage on group expertise and cross
sell its products.
26-Jul- Housing AGM Management Approve related party transactions For For The proposed annual basic salary of Rs. 18. 0-32.
2017 Development aggregating to ~Rs.200 bn with 4 mn for the managing directors (Keki Mistry and
Finance Corpn. HDFC Bank for FY18 Ms Renu Sud Karnad) and Rs. 6. 0-24. 0 mn for
Ltd. other executive directors will result in an increase
in the final pay levels by ~35%. The estimated
remuneration for all the directors is in line with
peers and commensurate with the size and scale
of operations. To allow shareholders to take an
individual view on the salary revisions, the company
could have proposed the new salary range for each
director as separate resolutions.
26-Jul- Housing AGM Management Approve revision in basic salary For For With the coming into force of the Companies Act,
2017 Development for executive directors w.e.f 1 2013, several provisions of the existing Articles of
Finance Corpn. January 2017 Association (AoA) of the company require alteration
Ltd. or deletion. Accordingly, the company has proposed
to amend its existing AoA. The proposed changes
to the AoA are
available in the notice and the new AoA is available
on the website.
27-Jul- Cera AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 Sanitaryware consolidated financial statements
Ltd. for the year ended 31 March 2017
27-Jul- Cera AGM Management Declare dividend of Rs.12 per For For The company has proposed a dividend of Rs. 12
2017 Sanitaryware equity share of face value of Rs.5 per equity share of face value Rs. 5. 0 for the year
Ltd. each ended 31 March 2017. The total dividend proposed
to be paid (including dividend tax) is Rs. 187. 8 mn
in FY17. The dividend payout ratio is 18. 5% v/s
17. 0% in FY16.
27-Jul- Cera AGM Management Reappoint Atul Sanghvi as Director For For Atul Sanghvi (DIN: 00045903) is the Executive
2017 Sanitaryware Director. His reappointment is in line with all
Ltd. statutory requirements.
27-Jul- Cera AGM Management Appoint NM Nagari & Co as For For NM Nagari & Co will replace HV Vasa & Co as
2017 Sanitaryware statutory auditors for five years statutory auditors. The appointment is in line with
Ltd. and fix their remuneration all statutory requirements. As a best practice, the
company must provide a brief profile of the statutory
audit firm, its partner and their experience, at the
time of appointment and reappointment.
27-Jul- Cera AGM Management A p p r o v e r e m u n e r a t i o n o f For For The total remuneration proposed to be paid to the
2017 Sanitaryware Rs.75,000 payable to KG Goyal & cost auditors is reasonable compared to the size
Ltd. Co, cost auditors for FY18 and scale of operations.
27-Jul- Cera AGM Shareholder Appoint Jugal Kishore Taparia as For For Jugal Kishore Taparia (DIN: 07509049) is a
2017 Sanitaryware Independent Director for five years Chartered Accountant. His appointment is in line
Ltd. with effect from 29 July 2016 with all statutory requirements.
27-Jul- Cera AGM Management Reappoint Atul Sanghvi as For For Atul Sanghvi is a professional. His annual proposed
2017 Sanitaryware Executive Director for a three-year remuneration is estimated at Rs. 23. 7 mn. The
Ltd. term effective 1 April 2017 company has provided limited information with
respect to the terms of remuneration. In the past,
his remuneration has been in line with peers and
commensurate with the size and complexity of
the business. We expect the company to remain
judicious in its remuneration.

131
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
27-Jul- Cera AGM Management Reappoint Vikram Somany as For For Vikram Somany is the promoter and Chairperson
2017 Sanitaryware Chairperson and Managing and Managing Director. His annual proposed
Ltd. Director for five-year term remuneration is estimated at Rs. 56. 4 mn. The
effective 1 July 2017 and fix his company has provided limited information with
remuneration respect to the terms of remuneration. We expect
the company to remain judicious in its remuneration.
27-Jul- Cera AGM Management Pay upto 1% of net profit as For For In the last five years, the company paid commission
2017 Sanitaryware commission to Non-Executive to Non-Executive Directors ranging between 0. 12%
Ltd. directors for five years beginning and 0. 23% of net profit. The aggregate commission
1 April 2018 has ranged between Rs. 1. 0 mn and Rs. 1. 5 mn.
We expect companies to cap the absolute amount of
commission payable to its Non-Executive directors.
27-Jul- Exide Industries AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Ltd. for the year ended 31 March 2017
27-Jul- Exide Industries AGM Management To confirm the interim dividend For For Exide paid an interim dividend of Rs. 1. 6 per equity
2017 Ltd. of Rs. 1.6 per equity share and share of face value Re. 1. It has now proposed a
declare final dividend of Rs.0.8 final dividend of Rs. 0. 8 per share. The total payout
per equity share of face value including the (final dividend, interim dividend and
Re. 1 each dividend tax) is Rs. 2. 5 bn. The dividend payout
for FY17 is 35. 4%.
27-Jul- Exide Industries AGM Management Reappoint Subir Chakraborty as an For For Subir Chakraborty (DIN: 00130864) is the
2017 Ltd. Executive Director Director (Automotive). He retires by rotation and
his reappointment is in line with all statutory
requirements.
27-Jul- Exide Industries AGM Management Reappoint Rajan Raheja as a For For Rajan Raheja (DIN: 00037480) is the Promoter
2017 Ltd. Non-Executive, Non-Independent Vice chairperson. He retires by rotation and
Director his reappointment is in line with all statutory
requirements.
27-Jul- Exide Industries AGM Management Appoint BSR & Co. LLP as For For The company proposes BSR & Co. LLP in place
2017 Ltd. statutory auditors for a period of of SR Batliboi & Co. LLP. BSR & Co. LLP’s
five years appointment as statutory auditors is in line with
our Voting Guidelines on Auditor (Re)Appointments
and with the requirements of Section 139 of the
Companies Act 2013.
27-Jul- Exide Industries AGM Management Ratify remuneration of Rs. 900,000 For For The proposed remuneration is comparable to the
2017 Ltd. (plus service tax and out of pocket size and complexity of the business.
expenses) for Shome & Banerjee,
as cost auditors for FY18
27-Jul- Motilal Oswal AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Financial for the year ended 31 March 2017
Services Ltd.
27-Jul- Motilal Oswal AGM Management Confirm interim dividend of Rs. 2.5 For For The company has proposed a final dividend of Rs.
2017 Financial and declare final dividend of Rs. 3. 0 per equity share of face value Re. 1. 0 for the
Services Ltd. 3.0 per equity share (face value year ended 31 March 2017. The company had
Re. 1.0) paid out an interim dividend of Rs. 2. 5 per share.
In FY17, the total dividend aggregates Rs. 5. 5 per
equity share. The total dividend outflow including
dividend tax for FY17 is Rs. 0. 9 bn. The dividend
payout ratio for FY17 is 61. 8%.
27-Jul- Motilal Oswal AGM Management Reappoint Navin Agarwal as a For For Navin Agarwal is responsible Institutional Broking
2017 Financial Non-Executive, Non-Independent and Investment Banking Businesses. He retires
Services Ltd. Director by rotation and his reappointment is in line with
statutory requirements.
27-Jul- Motilal Oswal AGM Management Appoint Walker Chandiok & Co. For For The company proposes to appoint Walker Chandiok
2017 Financial LLP as statutory auditors for a & Co. LLP in place of Haribhakti & Co LLP.
Services Ltd. period of five years Walker Chandiok & Co. LLP’s appointment
as statutory auditors is in line with our Voting
Guidelines on Auditor (Re)Appointments and with
the requirements of Section 139 of the Companies
Act 2013. As a best practice, the company must
provide a brief profile of the statutory audit firm and
its partner and their relevant experience at the time
of appointment and reappointment.
27-Jul- Motilal Oswal AGM Management Reappoint Vivek Paranjpe as an For For Vivek Paranjpe is the former President HR of
2017 Financial Independent Director for a term Reliance Industries. His reappointment is in line
Services Ltd. of three years from 27 July 2017 with all statutory requirements.
27-Jul- Motilal Oswal AGM Management Reappoint Praveen Tripathi as an For For Praveen Tripathi is the CEO of Magic9 Media.
2017 Financial Independent Director for a term of His reappointment is in line with all statutory
Services Ltd. three years from 27 July 2017 requirements.

132
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
27-Jul- Motilal Oswal AGM Management Reappoint Ms. Sharda Agarwal as For For Ms. Sharda Agarwal is the founder of Market
2017 Financial an Independent Director for a term Gate Dimensions, a market research firm.
Services Ltd. of three years from 27 July 2017 Her reappointment is in line with all statutory
requirements.
27-Jul- Motilal Oswal AGM Management Approve private placement of For For The proposed NCD issue will be within the overall
2017 Financial non-convertible debentures of up borrowing limit of the company.
Services Ltd. to Rs. 10 bn
27-Jul- Motilal Oswal AGM Management Approve Motilal Oswal Financial For For The company is seeking shareholder approval to
2017 Financial Services Limited – Employee Stock introduce ESOS VIII. The board/committee will
Services Ltd. Option Scheme VIII (ESOS VIII) decide the Exercise Price. The company has issued
options at market price in the past, we believe it
will continue to do so. Assuming all the options
are granted at market price of Rs. 1100 per share,
there will be minimal financial impact on account
of the scheme.
27-Jul- Motilal Oswal AGM Management A p p r o v a l t o g r a n t o p t i o n s For For The company requires shareholder approval in a
2017 Financial to Employees / Directors of separate resolution to extend the ESOS VIII Plan
Services Ltd. Subsidiaries, present and future, to the employees of subsidiaries.
under ESOS VIII
27-Jul- Motilal Oswal AGM Management To pay upto 1% of net profit as For For Shareholders had approved payment of up to 1% of
2017 Financial commission to non-executive net profit as commission to non-executive directors
Services Ltd. directors for a period of five years for a period of five years from 1 April 2012. The
from 1 April 2017 earlier approval has expired and the company
seeks a fresh approval for another five years
from 1 April 2017. In FY17, commission to non-
executive independent directors aggregated Rs.
1. 2 mn (0. 01% of FY17 net profit). As a measure
of transparency and good governance practice,
we expect companies to fix the absolute cap on
commission payable to non-executive directors.
28-Jul- ITC Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
28-Jul- ITC Ltd. AGM Management Declare a final dividend of Rs.4.75 For For The company proposes to pay a total dividend of
2017 per equity share (face value of Rs. 4. 75 per equity share carrying a face value of
Re.1.0 per share) Re. 1. 0 each. The total dividend (including dividend
tax) amounts to Rs. 69. 4 bn. For FY17, the dividend
payout ratio is 68. 1%.
28-Jul- ITC Ltd. AGM Management Reappoint Suryakant Balkrishna For For Suryakant Balkrishna Mainak is a representative of
2017 Mainak (DIN: 02531129) as a LIC. His reappointment is in line with all statutory
Non-Executive Non-Independent requirements.
Director
28-Jul- ITC Ltd. AGM Management Ratification of Deloitte Haskins & For Against ITC proposes to ratify Deloitte Haskins & Sells as
2017 Sells as statutory auditor and to fix statutory auditors: Deloitte Haskins & Sells were
their remuneration at Rs.29.5mn first appointed as the statutory auditors for ITC in
for FY18 FY10, and last reappointed at the FY14 AGM for
a period of five years. Prior to that, the company’s
auditors were A. F Ferguson & Co for 12 years
(part of the same Deloitte network). Hence the
audit network has a tenure of 20 years. This is
in violation of the Companies (Audit and Auditor)
Rules, 2014. The ratification is not in line with our
Voting Guidelines on Auditor (Re)appointments
and with the requirements of Section 139 of the
Companies Act 2013.
28-Jul- ITC Ltd. AGM Shareholder A p p o i n t Z a f i r A l a m ( D I N : For For Zafir Alam was appointed as an Additional Director
2017 07641534) as a Non-Executive from 26 October 2016 as a representative of
Non-Independent Director for General Insurer’s (Public Sector) Association of
a period of three years from 28 India. He is the General Manager of the New India
July 2017 Assurance Company Limited. His appointment is
in line with the statutory requirements.
28-Jul- ITC Ltd. AGM Shareholder Appoint David Robert Simpson For For David Robert Simpson was appointed as an
2017 (DIN: 07717430) as a Non- Additional Director from 27 January 2017 as
Executive Non-Independent a representative of Tobacco Manufacturer’s
Director for a period of three years (India) Ltd. He is a Trustee, Cardiff University,
from 28 July 2017 UK. His appointment is in line with the statutory
requirements.

133
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
28-Jul- ITC Ltd. AGM Shareholder A p p o i n t A s h o k M a l i k ( D I N : For For Ashok Malik was appointed as an Additional
2017 07075819) as a Non-Executive Director from 11 April 2017 as a representative of
Non-Independent Director for Specified Undertaking of the Unit Trust of India. He
a period of three years from 28 is a member of the Board of Governors of the Indian
July 2017 Institute of Corporate Affairs His appointment is in
line with the statutory requirements.
28-Jul- ITC Ltd. AGM Management A p p r o v e t h e a d d i t i o n a l For Against At an aggregate remuneration estimated at Rs.
2017 remuneration of Yogesh Chander 127. 1 million, Yogesh Deveshwar’s remuneration is
Deveshwar as a Non-Executive higher than 90% of CEOs and whole-time directors
Chairperson for a term of three of the S&P BSE 500 companies. Although his
years with effect from 5 February proposed remuneration is in the same range as that
2017 of the CEO, Sanjiv Puri, we estimate that, based
on the past, his remuneration – in actual terms –
will be higher than that of Sanjiv Puri. The board
structure, and the proposed remuneration, signal
Yogesh Deveshwar’s continuing control over the
company, which undermines the recently appointed
CEO Sanjiv Puri.
28-Jul- ITC Ltd. AGM Management Revision in terms of Sanjiv Puri as For For Sanjiv Puri was appointed as CEO from 5
2017 CEO & Whole-Time Director for a February 2017. He is a professional. The proposed
period of three years with effect remuneration, estimated at Rs. 112. 6 mn, is
from 5 February 2017 commensurate with the size and performance of
the company.
28-Jul- ITC Ltd. AGM Management Ratify remuneration of Rs.0.4 For For The proposed remuneration is comparable to the
2017 mn (plus reimbursement of size and complexity of the business.
actual expenses) for P. Raju Iyer,
cost auditors for the ‘Paper and
Paperboard’ and ‘Nicotine Gum’
products of the company for the
financial year ending 31 March
2018
28-Jul- ITC Ltd. AGM Management Ratify remuneration of Rs. 0.5 For For The proposed remuneration is comparable to the
2017 mn (plus reimbursement of actual size and complexity of the business.
expenses) for Shome & Banerjee,
cost auditors for all products other
than the ‘Paper and Paperboard’
and ‘Nicotine Gum’ products of
the company for the financial year
ending 31 March 2018
28-Jul- CESC Ltd. AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 consolidated financial statements
for the year ended 31 March 2017
28-Jul- CESC Ltd. AGM Management Confirm interim dividend of Rs.10 For For The company has already paid an interim dividend
2017 per equity share of face value of Rs. 10 per equity share. No final dividend is being
Rs.1 each paid. The total dividend is Rs. 1. 6 bn, same as
previous year. The dividend payout ratio is 18. 6%
v/s 19. 0% in FY16.
28-Jul- CESC Ltd. AGM Management Appoint Aniruddha Basu as For For Aniruddha Basu (DIN: 06593527) is the Managing
2017 Director Director. His appointment is in line with all statutory
requirements.
28-Jul- CESC Ltd. AGM Management Appoint SR Batliboi & Co as For For SR Batliboi & Co will replace Lovelock & Lewes as
2017 statutory auditors for five years and statutory auditors. Their appointment is in line with
fix their remuneration all statutory requirements.
28-Jul- CESC Ltd. AGM Management Approve creation of mortgage on For For CESC has raised secured loans from ICICI
2017 assets against debt and financial Bank, HDFC Bank, Karnataka Bank, Citi Bank,
guarantees aggregating to Rs.20.1 Central Bank, State Bank of India and DSB Bank
bn aggregating Rs. 18. 4 bn and availed financial
guarantee of Rs. 1. 7 bn to ICICI Bank. The secured
debt has easier repayment terms, less restrictive
covenants and marginally lower interest rates.
28-Jul- CESC Ltd. AGM Management A p p r o v e r e m u n e r a t i o n o f For For The total remuneration proposed to be paid to the
2017 Rs.600,000 payable to Shome and cost auditors is reasonable compared to the size
Banerjee, cost auditors for FY18 and scale of operations.
29-Jul- Vinati Organics AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.

134
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
29-Jul- Vinati Organics AGM Management Declare dividend of Rs.0.50 per For Abstain The company has proposed a dividend of Re. 0.
2017 Ltd. equity share of face value of 2 per equity share of face value Rs. 2 each for
Rs.2.0each the year ended 31 March 2017. The total dividend
proposed to be paid (including dividend tax) is Rs.
31 mn. The dividend payout ratio is 2. 2% v/s 18.
9% in FY16.
29-Jul- Vinati Organics AGM Management Reappoint Sunil Saraf as Non- For Abstain Sunil Saraf (DIN 00076887) is the Director of Viral
2017 Ltd. Executive Non-Independent Alkalis Ltd. His reappointment is in line with all
Director statutory requirements.
29-Jul- Vinati Organics AGM Management Reappoint Mohit Mutreja as For Abstain Mohit Mutreja (DIN 02666018) has 12 years
2017 Ltd. Non-Executive Non-Independent of experience in financial services and risk
Director management. His reappointment is in line with all
statutory requirements.
29-Jul- Vinati Organics AGM Management Appoint MM Nissim & Co, as For Abstain MM Nissim & Co will replace Karnavat & Co as
2017 Ltd. statutory auditors for five years and statutory auditors. The appointment is in line with
fix their remuneration all statutory requirements.
29-Jul- Vinati Organics AGM Management Change title of Clause V of the For Abstain The company seeks to change the title of clause V
2017 Ltd. Memorandum of Association of the Memorandum of Association to comply with
the Companies Act 2013. There is no change to
the authorized share capital of the company. The
proposal is not detrimental to the interest of minority
shareholder.
29-Jul- Vinati Organics AGM Management Adoption of new set of Articles of For Abstain The company proposes to adopt a new set of
2017 Ltd. Association Articles of Association (AoA) by deleting/amending
the references to various sections and schedules
and substitute them with the provisions of the
Companies Act, 2013. We note that certain articles
including same individual can be the Chairperson
and the Managing Director, the number of directors
on board can exceed 15 and security at board
meeting are prejudicial to the interest of minority
shareholders.
29-Jul- J K Cement Ltd. AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 consolidated financial statements financials of a company is a critical exercise which
for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
29-Jul- J K Cement Ltd. AGM Management Declare final dividend of Rs. 8.0 per For Abstain The company has proposed a final dividend of Rs.
2017 equity share (face value Rs. 10.0) 8. 0 per equity share of face value Rs. 10. 0 for
the year ended 31 March 2017. In FY16, the total
dividend was Rs. 4. 0 per equity share. The total
dividend outflow including dividend tax for FY17 is
Rs. 0. 7 bn. The dividend payout ratio is 25. 9%.
SEBI has made it mandatory for the top 500 listed
companies to formulate and disclose a ‘dividend
distribution policy’. The policy requires companies
to disclose the circumstances under which the
shareholders may or may not expect a dividend
and a policy outlining how the retained earnings will
be utilized. JK Cement is a constituent of S&P BSE
500 and should have a dividend policy accessible
to shareholders.
29-Jul- J K Cement Ltd. AGM Management Reappoint Paul Hugentobler as For Abstain Paul Hugentobler, 68, is former member of the
2017 Non-Executive Non-Independent Executive Committee of Holcim Limited. He retires
Director by rotation and his reappointment is in line with
statutory requirements.
29-Jul- J K Cement Ltd. AGM Management Appoint SR Batliboi & Co. as For Abstain Their appointment is in line with our Voting
2017 statutory auditors for five years and Guidelines on Auditor (Re)appointments and with
fix their remuneration the requirements of Section 139 of the Companies
Act 2013.
29-Jul- J K Cement Ltd. AGM Management Ratify remuneration of Rs. 525,000 For Abstain The total remuneration proposed to be paid to the
2017 payable to KG Goyal & Company cost auditors in FY18 is reasonable compared to
as cost auditors for FY18 the size and scale of operations.
29-Jul- J K Cement Ltd. AGM Management Approve private placement of For Abstain The NCDs which are proposed to be issued will be
2017 non-convertible debentures of within the overall borrowing limits.
upto Rs.5 bn

135
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
29-Jul- J K Cement Ltd. AGM Management Issue securities upto Rs. 10 bn For Abstain At current market price of Rs. 979. 9 per share, in
2017 order to raise Rs. 10. 0 bn, 10. 2 mn fresh shares
need to be allotted. Assuming the entire amount is
raised, this will result in equity dilution of 12. 7%
on the post–issuance share capital. The company
is likely to use the capital to expand its wall putty
production capacity and for future expansion.
31-Jul- Torrent AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Pharmaceuticals for the year ended 31 March 2017 financials of a company is a critical exercise which
Ltd. often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
31-Jul- Torrent AGM Management Confirm interim dividend of Rs.10.0 For Abstain The total dividend for FY17 is Rs. 14. 0/- per share
2017 Pharmaceuticals per equity share and declare final and the total dividend outflow (including dividend tax
Ltd. dividend of Rs.4.0 per equity share for FY17) is Rs. 2. 9 bn, while the dividend payout
(face value of Rs.5.0) ratio is 33. 4%.
31-Jul- Torrent AGM Management Reappoint Dr. Chaitanya Dutt (DIN: For Abstain Dr. Chaitanya Dutt has been on the company’s
2017 Pharmaceuticals 00110312) as Director retiring by board since 2000. His reappointment is in line with
Ltd. rotation all the statutory requirements.
31-Jul- Torrent AGM Management Approve appointment of B S R & For Abstain B S R & Co. LLP is part of the KPMG audit
2017 Pharmaceuticals Co. LLP as statutory auditors for network. Their appointment is in line with our Voting
Ltd. a period of five years and fix their Guidelines on Auditor (Re)Appointments and with
remuneration the requirements of Section 139 of the Companies
Act 2013.
31-Jul- Torrent AGM Management Ratify remuneration of Rs. 750,000 For Abstain The proposed remuneration to be paid to the cost
2017 Pharmaceuticals payable to M/s Kirit Mehta & Co. as auditor in FY18 is reasonable compared to the size
Ltd. cost auditors for FY18 and scale of operations.
31-Jul- Torrent AGM Management Reappoint Dr. Chaitanya Dutt For Abstain Chaitanya Dutt, Director (Research & Development),
2017 Pharmaceuticals as Whole-time Director for a has been associated with the company for more
Ltd. term of three years with effect than three decades. His current term expires on 31
from 1 January 2018 and fix his December 2017, and the company seeks approval
remuneration to reappoint him for a period of three years. The
proposed fixed remuneration for Chaitanya Dutt
aggregates Rs. 80. 3 mn. Remuneration paid to
him in FY17 of Rs. 52. 0 mn is comparable to peers
and has been commensurate with the size and
performance of the business. Notwithstanding, as
a good practice, companies must cap the absolute
amount of short term incentives payable to board
members.
31-Jul-Torrent AGM Management A p p r o v e i s s u a n c e o f N o n - For Abstain The issuance will be within the overall borrowing
2017 Pharmaceuticals Convertible Debentures of up to limit of Rs. 100 bn.
Ltd. Rs.75 bn
01-Aug- Credit Analysis AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 & Research Ltd. for the year ended 31 March 2017
01-Aug- Credit Analysis AGM Management Confirm interim dividend of Rs.18 For For CARE proposes to pay a final dividend of Rs. 10
2017 & Research Ltd. per share and declare final dividend per share (FV Rs. 10). This is in addition to the total
of Rs.10 per share (FV Rs.10) interim dividend of Rs. 18. 0 per share paid during
the year. This aggregates to a total dividend of Rs.
28. 0 per share. Total dividend including the dividend
distribution tax for the year is Rs. 1. 0 bn. Payout
ratio was at 65. 5% for FY17.
01-Aug- Credit Analysis AGM Management Reappoint Rajesh Mokashi as an For For Rajesh Mokashi is the MD & CEO. He retires by
2017 & Research Ltd. Executive Director rotation and his reappointment is in line with all
statutory requirements.
01-Aug- Credit Analysis AGM Management Ratify Khimji Kunverji & Co as For For The company proposes to ratify Khimji Kunverji
2017 & Research Ltd. statutory auditors and to fix their & Co as statutory auditors: Khimji Kunverji & Co
remuneration have been the statutory auditors since FY12. Khimji
Kunverji & Co’s ratification as statutory auditors is
in line with our Voting Guidelines on Auditor (Re)
Appointments and with the requirements of Section
139 of the Companies Act 2013.
01-Aug- Credit Analysis AGM Shareholder Appoint Ms. Sadhana Dhamane For For Ms. Sadhana Dhamane manages Stressed Assets
2017 & Research Ltd. (DIN 01062315) as a Non- in the Central Office of LIC. Her appointment is in
Executive Director line with all the statutory requirements.

136
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
01-Aug- Credit Analysis AGM Shareholder Appoint S. B. Mainak (DIN For For S. B. Mainak is the Chairperson. He has been the
2017 & Research Ltd. 02531129) as an Independent Non-Executive, Non-Independent Director since 17
Director for a term of three years August 2015. He is the former Managing Director
from 1 August 2017 of LIC. He retired from his post at LIC on 1 March
2016. After the cooling off period of one year from
his retirement, he is eligible to be appointed as an
Independent Director. His appointment is in line with
all the statutory requirements.
01-Aug- Credit Analysis AGM Shareholder Appoint Milind Sarwate (DIN For For Milind Sarwate is the Founder & CEO of Increate
2017 & Research Ltd. 00109854) as an Independent Value Advisors LLP. He has 33 years of experience
Director for a term of three years in Finance, HR and strategy. His appointment is in
from 1 August 2017 line with all the statutory requirements.
02-Aug- Emami Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
02-Aug- Emami Ltd. AGM Management Confirm interim dividend of Rs.1.75 For For The total dividend payout (including dividend
2017 per share and approve final distribution tax) for FY17 aggregates to Rs. 1. 9
dividend of Rs.5.25 per share of bn. The dividend payout ratio for FY17 was 55. 2%.
face value Re.1.0 each
02-Aug- Emami Ltd. AGM Management Reappoint R. S. Goenka as a For For R. S. Goenka (DIN: 00152880) is part of the
2017 Director promoter group and an executive director. He retires
by rotation and his reappointment is in line with the
statutory requirements.
02-Aug- Emami Ltd. AGM Management Reappoint Mohan Goenka as a For For Mohan Goenka (DIN: 00150034) is part of the
2017 Director promoter group and an executive director. He retires
by rotation and his reappointment is in line with the
statutory requirements.
02-Aug- Emami Ltd. AGM Management Reappoint S.K. Goenka as a For For S. K. Goenka (DIN: 00149916) is part of the
2017 Director promoter group and the Managing Director. He
retires by rotation and his reappointment is in line
with the statutory requirements.
02-Aug- Emami Ltd. AGM Management Appoint S.R Batliboi & Co LLP as For For S. R Batliboi & Co LLP are replacing S. K. Agrawal
2017 statutory auditors for a period of five & Co as the statutory auditors. The appointment is
years and fix their remuneration in line with the statutory requirements.
02-Aug- Emami Ltd. AGM Management Reappoint K. N. Memani as an For Against K. N. Memani (DIN: 00020696) is the former
2017 Independent Director for five years Chairperson of E&Y India. He has been an
w.e.f 2 August 2017 independent director of Emami since May 2006
(>10 years). We believe the length of the tenure
is inversely proportionate to the independence
of a director – hence, we classify him as
nonindependent. If Emami believes it will benefit
from him serving on its board, it should appoint
him as a non-independent director. Further, he
has attended only 50% board meetings in the last
three years. IiAS expects directors to take their
responsibilities seriously and attend all meetings.
02-Aug- Emami Ltd. AGM Management Reappoint Y. P. Trivedi as an For For Y. P. Trivedi (DIN: 00001879) is a Supreme Court
2017 Independent Director for five years advocate. He has been an independent director of
w.e.f 2 August 2017 Emami since January 2010. His reappointment is
in line with the statutory requirements.
02-Aug- Emami Ltd. AGM Management Reappoint S. B. Ganguly as an For For S. B. Ganguly (DIN: 01838353) is the former
2017 Independent Director for five years Chairperson of Exide Industries. He has been
w.e.f 2 August 2017 an independent director of Emami since January
2010. His reappointment is in line with the statutory
requirements.
02-Aug- Emami Ltd. AGM Management Reappoint A. K. Deb as an For For A. K. Deb (DIN: 02107792) is the former Chief
2017 Independent Director for five years Secretary, Government of West Bengal. He has
w.e.f 2 August 2017 been an independent director of Emami since
January 2010. His reappointment is in line with the
statutory requirements.
02-Aug- Emami Ltd. AGM Management Reappoint P. K. Khaitan as an For For P. K. Khaitan (DIN: 00004821) is a Senior Partner at
2017 Independent Director for five years Khaitan & Co. He has been an independent director
w.e.f 2 August 2017 of Emami since June 2013. His reappointment is in
line with the statutory requirements.
02-Aug- Emami Ltd. AGM Management Reappoint M. D. Mallya as an For For M. D. Mallya (DIN: 01804955) is the former
2017 Independent Director for five years CMD of Bank of Baroda. He has been an
w.e.f 2 August 2017 independent director of Emami since January
2014. His reappointment is in line with the statutory
requirements.

137
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
02-Aug- Emami Ltd. AGM Shareholder Appoint C. K. Dhanuka as an For For C. K. Dhanuka (DIN: 00005684) is the promoter of
2017 Independent Director for five years Dhunseri Group. His appointment is in line with the
w.e.f 2 August 2017 statutory requirements.
02-Aug- Emami Ltd. AGM Management R e a p p o i n t R . S A g a r w a l a s For For R. S Agarwal is the founder promoter of Emami. His
2017 Executive Chairperson for a period proposed remuneration of Rs. 62. 3 mn per annum
of five years w.e.f 1 April 2017 and is in line with peers and is commensurate with the
fix his remuneration size and scale of operations. His commission will
be decided by the board. To provide greater clarity,
the company should have capped the commission
at an absolute amount.
02-Aug- Emami Ltd. AGM Management Reappoint R.S Goenka as Whole For For R. S Goenka is the founder promoter of Emami. His
2017 Time Director for the period 8 proposed remuneration of Rs. 62. 3 mn per annum
November 2017 to 31 March 2022 is in line with peers and is commensurate with the
and fix his remuneration size and scale of operations. His commission will
be decided by the board. To provide greater clarity,
the company should have capped the commission
at an absolute amount.
02-Aug- Emami Ltd. AGM Management Revise remuneration of Ms. Priti For For Ms Priti Sureka is part of the promoter family. She
2017 Sureka w.e.f 1 February 2017 has been on the board for the past seven years
and was reappointed as a Whole Time Director
for a period of five years in the 2015 AGM. Her
proposed pay of Rs. 9. 6 mn is in line with peers
and commensurate with the size and scale of
operations.
02-Aug- Emami Ltd. AGM Management Revise remuneration of Prashant For For Prashant Goenka is part of the promoter family.
2017 Goenka w.e.f 1 February 2017 He was appointed on the board for a period of five
years in the 2014 AGM. His proposed pay of Rs. 9.
6 mn is in line with peers and commensurate with
the size and scale of operations.
02-Aug- Emami Ltd. AGM Management Approve remuneration of Rs. 0.14 For For The remuneration to be paid to the cost auditor is
2017 mn for V. K. Jain & Co as cost reasonable compared to the size and scale of the
auditors for FY18 company’s operations.
02-Aug- Gateway AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Distriparks Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
02-Aug- Gateway AGM Management To confirm interim dividends For Abstain The total dividend outflow including dividend tax
2017 Distriparks Ltd. aggregating Rs.7.0 per share of for FY17 is Rs. 0. 9 bn. The dividend payout ratio
face value Rs.10.0 is 177. 2%.
02-Aug- Gateway AGM Management Appoint S.R. Batliboi & Co. LLP as For Abstain S. R. Batliboi & Co. LLP’s appointment is in line with
2017 Distriparks Ltd. statutory auditors for a period of five our Voting Policy on Auditor Appointment and with
years and fix their remuneration the requirements of Section 139 of the Companies
Act 2013.
02-Aug- Gateway AGM Management Reappoint Ms. Mamta Gupta (DIN: For Abstain Ms. Mamta Gupta is a partner in the family business
2017 Distriparks Ltd. 00160916) as a Non-Executive firm - Newsprint Trading and Sales Corporation and
Non-Independent Director is involved in its business development. She is liable
to retire by rotation and her reappointment is in line
with all statutory requirements.
02-Aug- Gateway AGM Management Redesignate Ishaan Gupta (DIN: For Abstain Ishaan Gupta is the son of Prem Kishan Gupta,
2017 Distriparks Ltd. 05298583) as Joint Managing the promoter and CMD of the company. At the age
Director for five years from 8 of 28, he does not have the requisite experience
February 2017 and fix his to be a board member of a listed company.
remuneration The company has proposed to redesignate him
as Joint Managing Director for five years from
8 February 2017 and fix his remuneration by
payment of commission upto 5% of PAT (Rs.
37. 1 mn as per consolidated FY17 PAT). He
was a Non-Executive Director of the company.
The proposed remuneration is commensurate
neither with his qualifications nor his experience.
02-Aug- Gateway AGM Management Reappoint Prem Kishan Gupta For Abstain The reappointment of Prem Kishan Gupta as
2017 Distriparks Ltd. as CMD (DIN: 00011670) for five CMD is in line with the statutory requirements. The
years from 20 July 2017 and fix his proposed remuneration by payment of commission
remuneration upto 5% of PAT (Rs. 37. 1 mn as per consolidated

138
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
FY17 PAT) is commensurate with the size and
complexity of the business. It is not commensurate
with the financial performance of the company,
however it is in line with the peers. In FY17, the
ratio of remuneration (Rs. 17. 9 mn) to median
remuneration was 66x. The company has not paid
more than 3% of consolidated PAT in the past. We
expect the company to remain judicious in the future
as well. The company has not provided a cap in
absolute terms to the commission payable.
02-Aug- Gateway AGM Management Fix commission for non-executive For Abstain The board is seeking approval of shareholders
2017 Distriparks Ltd. directors at an amount not to fix payment of commission to non-executive
exceeding 1% of net profits from directors at an amount not exceeding 1% of the
1 April 2017 net profits. The company must consider setting a
cap in absolute terms on the commission payable.
02-Aug- Lupin Ltd. AGM Management Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended 31 financials of a company is a critical exercise which
March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
02-Aug- Lupin Ltd. AGM Management Adoption of consolidated financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended 31 financials of a company is a critical exercise which
March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
02-Aug- Lupin Ltd. AGM Management Declare final dividend of Rs.7.5 per For Abstain The total dividend for FY17 is Rs. 7. 5/- per share
2017 equity share (face value of Rs.2.0) and the total dividend outflow (including dividend tax
for FY17) is Rs. 4. 1 bn, while the dividend payout
ratio is 13. 0%.
02-Aug- Lupin Ltd. AGM Management Reappoint Dr. Kamal K. Sharma For Abstain Dr. Kamal K. Sharma is Vice-Chairperson. His
2017 (DIN: 00209430) as Director reappointment is in line with all the statutory
retiring by rotation requirements.
02-Aug- Lupin Ltd. AGM Management Ratify reappointment of B S R & For Abstain B S R & Co. LLP is part of the KPMG audit network.
2017 Co. LLP as statutory auditors for The ratification of their reappointment is in line with
one year and fix their remuneration our Voting Guidelines on Auditor (Re)Appointments
and with the requirements of Section 139 of the
Companies Act 2013.
02-Aug- Lupin Ltd. AGM Management Ratify remuneration of Rs. 600,000 For Abstain The proposed remuneration to be paid to the cost
2017 payable to S.D. Shenoy as cost auditor in FY18 is reasonable compared to the size
auditor for FY18 and scale of operations.
02-Aug- Lupin Ltd. AGM Management To increase the intercorporate For Abstain The company’s inter-corporate transactions as
2017 transaction limit to Rs.50.0 bn over on 31 March 2017 aggregate Rs. 117. 5 bn.
and above the aggregate of free The additional headroom will give it flexibility
reserves and securities premium to allow for further loans and investments. We
account highlight ‘transparency risk’ to the resolution as the
company has not provided any details regarding
the companies it proposes to transact with, nor the
proposed nature of such transactions.
02-Aug- Mahindra AGM Management a. Adoption of standalone financial For For In line with the voting guidelines of the company.
2017 Holidays & statements for the year ended
Resorts India 31 March 2017. b. Adoption of
Ltd. consolidated financial statements
for the year ended 31 March 2017
02-Aug- Mahindra AGM Management Declare a dividend of Rs.5.0 per For For The company has proposed a final dividend of Rs.
2017 Holidays & equity share of face value Rs. 5. 0 per equity share of face value Rs. 10. 0 for
Resorts India 10.0 each the year ended 31 March 2017. The total dividend
Ltd. outflow including dividend tax for FY17 is Rs. 0. 5
mn. The dividend payout ratio is 40. 6%.
02-Aug- Mahindra AGM Management Reappoint VS Parthasarathy as For For V S Parthasarathy is Group Chief Financial
2017 Holidays & a Non-Executive Director Non- Officer (CFO) and Group Chief Information Officer
Resorts India Independent Director (CIO) of Mahindra & Mahindra Limited (M&M),
Ltd. the Holding Company. He retires by rotation
and his reappointment is in line with all statutory
requirements.

139
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
02-Aug- Mahindra AGM Management Appoint BSR & Co. LLP as For For BSR & Co. LLP’s appointment as statutory auditors
2017 Holidays & statutory auditors for a period of is in line with our Voting Guidelines on Auditor (Re)
Resorts India five years Appointments and with the requirements of Section
Ltd. 139 of the Companies Act 2013.
02-Aug- Mahindra AGM Management Fix remuneration of Kavinder For For Kavinder Singh had been appointed as MD & CEO
2017 Holidays & Singh (DIN 06994031) as MD & for a term of five years from 3 November 2014.
Resorts India CEO for a term of two years from Shareholders had approved his remuneration terms
Ltd. 3 November 2017 for a period of three years till 2 November 2017. The
company now seeks approval for the remuneration
terms for the balance period of two years of his
tenure from 3 November 2017. The remuneration is
expected to range between Rs. 45. 8 and Rs. 69. 2
mn. The proposed remuneration for Kavinder Singh
is commensurate with the size and complexities of
his responsibilities. His FY17 remuneration was
129. 1x the median employee remuneration.
02-Aug- PNB Housing AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Finance Ltd for the year ended 31 March 2017
02-Aug- PNB Housing AGM Management Approve dividend of Rs.6.0 per For For The total dividend payout (including dividend
2017 Finance Ltd share of face value Rs.10.0 each distribution tax) for FY17 aggregates to Rs. 1. 2
bn. The dividend payout ratio for FY17 was 22. 8%.
02-Aug- PNB Housing AGM Management Reappoint Sunil Kaul as a Director For For Sunil Kaul (DIN: 05102910) is the Managing
2017 Finance Ltd Director of Carlyle Singapore Investment Advisors
Pte Limited and its nominee on the board. He retires
by rotation and his reappointment is in line with the
statutory requirements.
02-Aug- PNB Housing AGM Management Reappoint B. R. Maheswari & Co. For For As per Companies Act 2013, auditors of
2017 Finance Ltd LLP as statutory auditors for FY18 Government controlled entities are to be appointed
by the Comptroller and Auditor General (CAG)
for one year. B. R. Maheswari & Co. LLP were
first appointed as the statutory auditors in FY13.
The reappointment is in line with the statutory
requirements.
02-Aug- PNB Housing AGM Shareholder Appoint Sunil Mehta as a Director For For Sunil Mehta (DIN: 07430460) is the Managing
2017 Finance Ltd Director and CEO of PNB (promoter). His
appointment is in line with the statutory requirements.
02-Aug- PNB Housing AGM Shareholder Appoint Ashwani Kumar Gupta For For Ashwani Kumar Gupta (DIN: 00108678) is a
2017 Finance Ltd as an Independent Director for a chartered accountant. His appointment is in line
period of five years w.e.f 12 May with the statutory requirements.
2017
02-Aug- PNB Housing AGM Shareholder Appoint Ms. Shubhalakshmi Panse For For Ms. Shubhalakshmi Panse (DIN: 02599310) is the
2017 Finance Ltd as an Independent Director for a former CMD of Allahabad Bank. Her appointment
period of five years w.e.f 7 July is in line with the statutory requirements.
2017
02-Aug- PNB Housing AGM Management Increase borrowing limit to Rs.800 For For As on 31 March 2017, the company had outstanding
2017 Finance Ltd bn from Rs.700 bn and authorize borrowings of Rs. 356. 6 bn, as against an existing
board to create charges on assets borrowing limit of Rs. 700 bn. In order to support
to secure the borrowings its growing loan portfolio, the company believes it
will need to increase its borrowing limit to Rs. 800
bn. The capital adequacy ratio as on 31 March
2017 is 21. 6% against a minimum 12% 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.
02-Aug- PNB Housing AGM Management Approve relevant clauses in the For For At the time of its listing (Nov 2016), SEBI had
2017 Finance Ltd Articles of Association (AoA) which directed the company to seek shareholder approval
gives board nomination rights to for clauses in its AoA which gives nomination rights
shareholders to shareholders: 2 board seats if shareholding is
>26%, 1 board seat if shareholding is between
10% and 26%. Presently, PNB and Carlyle Group
have more than 26% shareholding and they have
nominated two and one director respectively. The
rights will waive off if the shareholding falls below
the prescribed thresholds. The clauses, which are
in line with market practices, will not significantly
alter the current board composition.

140
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
02-Aug- PNB Housing AGM Management Ratify PNB Housing Finance Ltd For For The ESOP 2016 was approved prior to the
2017 Finance Ltd ESOP Scheme 2016 (ESOP 2016) company’s Initial Public Offering (IPO) and, as
per regulatory requirements, needs to be ratified.
Out of the total pool of 4. 19 mn options, 0. 38 mn
options are yet to be granted. The exercise price
will be equivalent to the fair market value as on
date of grant; consequently, there will be limited
impact on the P&L.
02-Aug- PNB Housing AGM Management Insert new clause in the Articles of For For PNB Housing Finance has raised long term
2017 Finance Ltd Association (AoA) for consolidation funds through the private placement of multiple
of International Securities Non-Convertible Debentures (NCDs), each with
Identification Number (ISIN) a different ISIN. SEBI has recently come out with
numbers for securities the circular on 30th June 2017, restricting issuance
of multiple ISINs in a year and has suggested
consolidation of ISIN for securities which are
issued under multiple ISIN. As per the new rules,
companies are allowed a maximum of 12 ISINs
maturing per financial year for plain vanilla debt
securities. In order to comply with the new rules
and to consolidate its ISINs, the company requires
an enabling provision in the existing AoA. The new
clause will enable the board to consolidate NCDs
issued under different ISINs into one or more ISINs.
03-Aug- HSIL Ltd. AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 consolidated financial statements
for the year ended 31 March 2017
03-Aug- HSIL Ltd. AGM Management Declare dividend of Rs.4 per equity For For The company has proposed a dividend of Rs. 4 per
2017 share of face value of Rs.2 each equity share of face value Rs. 2 each for the year
ended 31 March 2017. The total dividend proposed
to be paid (including dividend tax) is Rs. 348. 1 mn in
FY17, same as previous year. The dividend payout
is 33. 8% v/s 29. 8% in FY16.
03-Aug- HSIL Ltd. AGM Management Reappoint Girdhari Lal Sultania as For For Girdhari Lal Sultania (DIN: 00060931) is a
2017 Non-Executive Non-Independent Chartered Accountant. His reappointment is in line
Director with all statutory requirements.
03-Aug- HSIL Ltd. AGM Management Appoint Lodha & Co as statutory For For Lodha & Co will replace Walker Chandiok & Co as
2017 auditors for five years and fix their statutory auditors. The appointment is in line with
remuneration all statutory requirements.
03-Aug- HSIL Ltd. AGM Management Reappoint Dr. Rajendra Kumar For Against While we support Dr. Rajendra Kumar Somany’s
2017 Somany as Chairperson and reappointment, we raise concerns over his
Managing Director for a three- proposed remuneration. Capped at Rs. 95 mn, the
year term effective 9 January 2018 proposed remuneration is high compared to peers
of similar-sized companies. Further, the aggregate
promoter family remuneration is expected to
range between Rs. 150-200 mn, which is not
commensurate with the size of the business.
03-Aug- HSIL Ltd. AGM Management Enter into Consultancy Contract For For GL Sultania is proprietor of GL Sultania & Co. GL
2017 with GL Sultania & Co Sultania is a Chartered Accountant and Company
Secretary. He is a consultant and has experience
in financial restructuring, corporate laws and legal
compliance. He has been providing consultancy
services to the company since the past three years.
The company proposes to pay him annual fee of
Rs. 12. 5 mn.
03-Aug- Titan Company AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 Ltd. consolidated financial statements
for the year ended 31 March 2017
03-Aug- Titan Company AGM Management Approve dividend of Rs.2.60 per For For The company proposes final dividend of Rs. 2. 6
2017 Ltd. equity share of face value Re.1 per equity share, an increase from Rs. 2. 2 per
each share paid in the previous year. The total dividend
is Rs. 2. 8 bn. The dividend payout ratio is 36. 5%
v/s 33. 3% in FY16.
03-Aug- Titan Company AGM Management Reappoint Harish Bhat as Non- For For Harish Bhat (DIN 00478198) is the former CEO of
2017 Ltd. Executive Non-Independent Tata Global Beverages. His reappointment is in line
Director with all statutory requirements.
03-Aug- Titan Company AGM Management Appoint BSR & Co as statutory For For BSR & Co will replace Deloitte Haskins & Sells as
2017 Ltd. auditors for five years and fix their statutory auditors. Their appointment is in line with
remuneration all the statutory requirements.

141
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
03-Aug- Titan Company AGM Shareholder Appoint Atulya Misra as Non- For For Atulya Misra (DIN 02210369) is IAS officer and the
2017 Ltd. Executive Non-Independent nominee of TIDCO. His appointment is in line with
Director all statutory requirements.
03-Aug- Titan Company AGM Management Authorize the board to appoint For For The company seeks approval to authorize the
2017 Ltd. branch auditors Board of Directors to appoint branch auditors in
consultation with the company’s auditors – these
auditors will audit the branches outside India.
04-Aug- Ramco Cements AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Ltd. consolidated financial statements financials of a company is a critical exercise which
for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
04-Aug- Ramco Cements AGM Management Declare final dividend of Rs. 3.0 per For Abstain The company has proposed a final dividend of
2017 Ltd. equity share (face value Re. 1.0) Rs. 3. 0 per equity share of face value Re. 1. 0 for
the year ended 31 March 2017. The total dividend
outflow including dividend tax for FY17 is Rs. 0. 9
bn. The dividend payout ratio is 13. 2%.
04-Aug- Ramco Cements AGM Management Reappoint PR Venketrama Raja as For Abstain PR Venketrama Raja, 58, is part of the promoter
2017 Ltd. Non-Executive Non-Independent family and the Chairperson and Managing Director
Director with effect from 4 June 2017, subject to shareholder
approval. Previously, he was a non-executive
director on the board. He retires by rotation and his
reappointment is in line with statutory requirements.
04-Aug- Ramco Cements AGM Management Appoint Ramakrishna Raja and For Abstain Their appointment is in line with our Voting
2017 Ltd. Co and SRSV & Associates as Guidelines on Auditor (Re)appointments and with
statutory auditors for five years and the requirements of Section 139 of the Companies
fix their remuneration Act 2013. We believe the company could have
avoided clubbing the appointments of two audit
firms to allow shareholders to vote on each of them
separately. We recommend that a brief profile of the
statutory audit firm and its partner and their relevant
experience be provided at the time of appointment
and reappointment.
04-Aug- Ramco Cements AGM Management Appoint PR Venketrama Raja For Abstain We note that almost all of his remuneration will be
2017 Ltd. as Chairperson and Managing variable and closely linked to company performance.
Director for five years with effect However, his estimated FY18 remuneration of Rs.
from 4 June 2017 and fix his 444. 4 mn is high as compared to industry peers. His
remuneration current remuneration structure at 5% of net profit
is open-ended and does not provide clarity about
future payouts. We expect the company to cap the
absolute amount of commission payable.
04-Aug- Ramco Cements AGM Management Approve private placement of For Abstain The NCDs which are proposed to be issued will
2017 Ltd. non-convertible debentures of up be within the overall borrowing limits of Rs. 50 bn.
to Rs.5 bn
04-Aug- Ramco Cements AGM Management Ratify remuneration of Rs. 400,000 For Abstain The total remuneration proposed to be paid to the
2017 Ltd. payable to Geeyes & Co as cost cost auditors in FY18 is reasonable compared to
auditors for FY18 the size and scale of operations.
04-Aug- IPCA AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 Laboratories Ltd. statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
04-Aug- IPCA AGM Management Declare final dividend of Rs.1.0 per For Abstain The total dividend outflow including dividend tax for
2017 Laboratories Ltd. share (FV Rs.2.0) FY17 is Rs. 151. 9 mn. The dividend payout ratio
for FY17 is 8. 1%.
04-Aug- IPCA AGM Management Reappoint Prashant Godha (DIN: For Abstain Prashant Godha, 43, is part of the promoter group.
2017 Laboratories Ltd. 00012759) as a Whole-time He retires by rotation and his reappointment is in
Director line with the statutory requirements.
04-Aug- IPCA AGM Management Reappoint Premchand Godha For Abstain Premchand Godha, 70, is Chairperson and
2017 Laboratories Ltd. (DIN: 00012691) as Managing Managing Director/CEO. He retires by rotation
Director and his reappointment is in line with the statutory
requirements.

142
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
04-Aug- IPCA AGM Management Appoint M/s. G. M. Kapadia & Co. For Abstain G. M. Kapadia & Co. ’s appointment is in line with
2017 Laboratories Ltd. as statutory auditors for five years our Voting Guidelines on Auditor (Re)appointments
and fix their remuneration and with the requirements of Section 139 of the
Companies Act 2013.
04-Aug- IPCA AGM Management Ratify remuneration of Rs. 550,000 For Abstain The proposed remuneration is reasonable
2017 Laboratories Ltd. for M/s. ABK & Associates, as cost compared to the size and scale of operations.
auditor for FY18
07-Aug- Britannia AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Industries Ltd. for the year ended 31 March 2017
07-Aug- Britannia AGM Management Declare final dividend of Rs.22.0 For For The company proposes to pay a final dividend of
2017 Industries Ltd. per share (FV Rs.2.0) Rs. 22. 0 per share of face value Rs. 2. 0 for the
year ended 31 March 2017. The total dividend
payout (including dividend distribution tax) for
FY17 aggregates to Rs. 3. 2 bn. The payout ratio
for FY17 is 37. 7%.
07-Aug- Britannia AGM Management Reappoint AK Hirjee as a Non- For For AK Hirjee is part of the promoter group. He is the
2017 Industries Ltd. Executive, Non-Independent Vice Chairperson of Bombay Burmah Trading Corp
Director Ltd. He attended 50% of the board meetings in FY17
and 83% of the board meetings over the past three
years. He retires by rotation and his reappointment
is in line with all statutory requirements. We have
a minimum threshold of 75% attendance of board
meetings over a three-year period, while voting on
re-appointment of directors.
07-Aug- Britannia AGM Management Ratify BSR & Co LLP as statutory For For BSR & Co LLP have been auditing the company’s
2017 Industries Ltd. auditors for FY18 financial statements for the past seven years (since
FY11). BSR & Co LLP were reappointed for a period
of 5 years in the company’s FY14 AGM. BSR & Co
LLP’s ratification as statutory auditors is in line with
our Voting Guidelines on Auditor (Re)Appointments
and with the requirements of Section 139 of the
Companies Act 2013.
07-Aug- Britannia AGM Shareholder A p p o i n t D r . A j a y S h a h For For Dr. Ajay Shah is a professor at National Institute
2017 Industries Ltd. (DIN:01141239) as an Independent of Public Finance and Policy, New Delhi. He
Director for a period of five years was appointed as an Additional Director from 13
from 13 February 2017 February 2017. His appointment is in line with all
the statutory requirements.
07-Aug- Britannia AGM Shareholder A p p o i n t D r. Ya s h w a n t r a o For For Dr. Yashwantrao Thorat is the former Chairperson,
2017 Industries Ltd. Thorat (DIN: 02652734) as an NABARD. He was appointed as an Additional
Independent Director for a term of Director from 13 February 2017. His appointment
five years from 13 February 2017 is in line with all the statutory requirements.
07-Aug- Amara Raja AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Batteries Ltd. for the year ended 31 March 2017
07-Aug- Amara Raja AGM Management Declare dividend of Rs. 4.25 per For For The company proposes a final dividend of Rs. 4.
2017 Batteries Ltd. share (Face Value: Re.1) 25 per share. The total dividend outflow including
dividend tax for the year is Rs. 0. 9 bn. The dividend
payout ratio for the year is 18. 3%.
07-Aug- Amara Raja AGM Management Reappoint Raphael J Shemanski For For Raphael Shemanski is the Head of Johnson Controls
2017 Batteries Ltd. as a Non- Executive, Non- power solutions global aftermarket business. He
Independent Director retires by rotation and his reappointment is in line
with all statutory requirements.
07-Aug- Amara Raja AGM Management Ratify Brahmayya & Co. and For For Brahmayya & Co. And Deloitte Haskins & Sells LLP
2017 Batteries Ltd. Deloitte Haskins & Sells LLP as were appointed as the joint statutory auditors at
joint statutory auditors for FY18 at the 2015 AGM for a period of five years. Under the
a remuneration of Rs. 7.0 mn Companies Act 2013, auditor reappointment must
be ratified annually. The ratification of Brahmayya
& Co. And Deloitte Haskins & Sells LLP is in line
with our Voting Policy on Auditor (Re)Appointments
and with the requirements of Section 139 of the
Companies Act 2013.
07-Aug- Amara Raja AGM Shareholder Appoint Trent Moore Nevill (DIN: For For Trent Moore Nevill is the President of Johnson
2017 Batteries Ltd. 07699463) as a Non- Executive, Controls - Asia Pacific. His appointment is in line
Non-Independent Director with all the statutory requirements.
07-Aug- Amara Raja AGM Management Ratify remuneration of Rs. 350,000 For For The board has approved the appointment of Sagar
2017 Batteries Ltd. (plus service tax and out of pocket & Associates as cost auditors for the year ending
expenses) for Sagar & Associates, 31 March 2018 on a total remuneration of Rs.
as cost auditors for 2018 350,000 plus applicable service tax and out of
pocket expenses. The total remuneration proposed
to be paid to the cost auditors in FY18 is reasonable
compared to the size and scale of the company’s
operations.

143
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
07-Aug- Amara Raja AGM Management Ratify and approve related party For For The Company sources quality components needed
2017 Batteries Ltd. transactions with Mangal Industries for the batteries from Mangal Industries Limited
Limited, aggregating Rs. 10.0 bn in (MIL). At the FY15 AGM shareholders had approved
each financial year transactions with MIL upto an amount of Rs. 6. 0 bn
in any financial year commencing from FY16. The
cumulative transactions with MIL in FY17 are Rs.
6. 5 bn. This is 12. 1% of the FY17 consolidated
turnover. The company seeks to ratify the additional
transaction value of Rs. 0. 5 bn for FY17. Further,
the company expects the transactions with MIL to
reach Rs. 10. 0 bn per business projections. The
company seeks shareholder approval for related
party transactions MIL upto an amount of Rs. 10.
0 bn in any financial year commencing from FY18.
The company has clarified that the pricing of the
components are competitive and are at an arm’s
length basis.
07-Aug- Amara Raja AGM Management Adopt a new set of Articles of For Against With the coming into force of the Companies Act,
2017 Batteries Ltd. Association in keeping with 2013, several provisions of the existing Articles of
Companies Act 2013 Association (AoA) of the Company require alteration
or deletion. Accordingly, the Company has proposed
to replace the entire existing AoA. The proposed
changes to their AoA are available on their website.
The revised AoA provides certain overriding powers
to the promoters, which are susceptible to potential
misuse and are prejudicial to the interest of minority
shareholders.
08-Aug- CEAT Ltd. AGM Management A. Adoption of standalone financial For For In line with the voting guidelines of the company.
2017 statements for the year ended
31 March 2017; B. Adoption of
consolidated financial statements
for the year ended 31 March 2017
08-Aug- CEAT Ltd. AGM Management Declare dividend of Rs.11.50 For For The total outflow on account of dividend is Rs. 0. 5
2017 per equity share of face value of bn, same as previous year. The dividend payout is
Rs.10 each 15. 4% v/s 11. 9% in FY16.
08-Aug- CEAT Ltd. AGM Management Reappoint HV Goenka as Non- For For HV Goenka (DIN: 00026726) belongs to the
2017 Executive Non-Independent promoter family and is the Chairperson of the
Director company. His reappointment is in line with all
statutory requirements.
08-Aug- CEAT Ltd. AGM Management Reappoint SRBC & Co as statutory For For SRBC & Co have audited the past five years
2017 auditors for five years and fix their financial statements of the company. The company
remuneration proposes to appoint them for another five-year
term. Their reappointment is in line with all statutory
requirements.
08-Aug- CEAT Ltd. AGM Management Authorize the board to appoint For For The company seeks approval to authorize the
2017 branch auditors Board of Directors to appoint branch auditors in
consultation with the company’s auditors – these
auditors will audit the branches outside India.
08-Aug- CEAT Ltd. AGM Management Reappoint Anant Vardhan Goenka For For The company has removed the cap from his
2017 as the Managing Director for five performance bonus and maximum remuneration.
years beginning 1 April 2017 and His proposed performance bonus is at the
fix his remuneration discretion of the board with no limit on maximum
remuneration. We observe that the company has
been judicious in paying remuneration in the past
with his performance bonus ranging between 20%
and 32% of fixed salary. Anant Vardhan Goenka’s
proposed remuneration is estimated at Rs. 44. 7
mn, including performance bonus of Rs. 10. 3 mn
(30% of fixed salary). His overall remuneration is
commensurate with performance of the company
and in line with peers.
08-Aug- CEAT Ltd. AGM Management A p p r o v e r e m u n e r a t i o n o f For For The total remuneration proposed to be paid to the
2017 Rs.300,000 payable to DC Dave cost auditors is reasonable compared to the size
& Co, cost auditors for FY18 and scale of operations.
08-Aug- CEAT Ltd. AGM Management Issue Non-Convertible Debentures For For The proposed issuance will be carved out of the
2017 upto Rs.5 bn on private placement company’s Rs. 10 bn borrowing limit, which was
basis approved by shareholders in September 2014 AGM.

144
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
08-Aug- Tata Steel Ltd. AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
08-Aug- Tata Steel Ltd. AGM Management Declare dividend of Rs.10 per For Abstain The total outflow on account of dividend is Rs. 11. 7
2017 equity share of face value of bn v/s Rs. 9. 3 bn in the previous year. The dividend
Rs.10 each payout is 33. 9% v/s 96. 9% in FY16.
08-Aug- Tata Steel Ltd. AGM Management R e a p p o i n t D i n e s h K u m a r For Abstain Dinesh Kumar Mehrotra (DIN: 00142711) is the
2017 Mehrotra as Non-Executive Non- former Chairperson of Life Insurance Corporation of
Independent Director India. His reappointment is in line with all statutory
requirements.
08-Aug- Tata Steel Ltd. AGM Management Reappoint Koushik Chatterjee as For Abstain Koushik Chatterjee (DIN: 00004989) is in charge of
2017 Director Tata Steel’s operations in Europe. His reappointment
is in line with all statutory requirements.
08-Aug- Tata Steel Ltd. AGM Management Appoint Price Waterhouse & Co as For Abstain Price Waterhouse & Co will replace Deloitte Haskins
2017 statutory auditors for five years and and Sells as statutory auditors. Their appointment
fix their remuneration is in line with all statutory requirements.
08-Aug- Tata Steel Ltd. AGM Shareholder Appoint N Chandrasekaran as For Abstain N Chandrasekaran (DIN: 00121863) is the
2017 Director Chairperson of Tata Sons Limited – the holding
company and former CEO and Managing Director of
Tata Consultancy Services Limited. His appointment
is in line with all statutory requirements.
08-Aug- Tata Steel Ltd. AGM Shareholder A p p o i n t D r. P e t e r ( P e t r u s ) For Abstain Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) is the
2017 Blauwhoff as Independent Director former Chief Executive Officer of Deutsche Shell
for five years beginning 7 February Holding GmbH. His appointment is in line with all
2017 statutory requirements.
08-Aug- Tata Steel Ltd. AGM Shareholder A p p o i n t A m a n M e h t a a s For Abstain Aman Mehta (DIN: 00009364) is the former CEO
2017 Independent Director from 29 of HSBC (Asia Pacific region). He is Independent
March 2017 to 21 August 2021 Director of Tata Consultancy Services Ltd since
May 2004. Because of his long association with the
group, we consider him non-independent.
08-Aug- Tata Steel Ltd. AGM Shareholder Appoint Deepak Kapoor as For Abstain Deepak Kapoor (DIN: 00162957) is the former
2017 Independent Director for five years Chairperson of PwC India. His appointment is in
beginning 1 April 2017 line with all statutory requirements.
08-Aug- Tata Steel Ltd. AGM Management Approve remuneration of Rs.1.8 For Abstain The total remuneration proposed to be paid to the
2017 mn payable to Shome & Banerjee, cost auditors is reasonable compared to the size
cost auditors for FY18 and scale of operations.
08-Aug- SRF Ltd. AGM Management A d o p t t h e s t a n d a l o n e a n d For Abstain We believe that a comprehensive review of the
2017 consolidated financial statements financials of a company is a critical exercise
for the year ended 31 March 2017 which often requires first-hand information and
proper due diligence. We do not provide voting
recommendations on resolutions for adoption of
financial statements, given the limited time between
receipt of the annual report and the shareholder
meeting, but provides analysis of critical ratios.
08-Aug- SRF Ltd. AGM Management Reappoint Arun Bharat Ram (DIN For Abstain Arun Bharat Ram is the promoter and Executive
2017 00694766) as director liable to Chairperson of SRF Limited. His reappointment is
retire by rotation in line with all statutory requirements.
08-Aug- SRF Ltd. AGM Management Ratify Deloitte Haskins & Sells as For Abstain Deloitte Haskins & Sells have been auditing the
2017 statutory auditors for FY18 company’s accounts for the past nine years. Prior
to that, Thakur, Vaidyanath Aiyar & Co. Were the
statutory auditors. The ratification is in line with
our Voting Guidelines on Auditor Rotation and with
the requirements of Section 139 of the Companies
Act 2013.
08-Aug- SRF Ltd. AGM Shareholder A p p o i n t P r a m o d G o p a l d a s For Abstain Pramod Gopaldas Gujarathi is being appointed as
2017 Gujarathi (DIN 00418958) as Director (Safety & Environment) and Occupier of
director liable to retire by rotation Factories. His appointment is in line with all statutory
requirements.
08-Aug- SRF Ltd. AGM Management A p p o i n t P r a m o d G o p a l d a s For Abstain Pramod Gujrathi’s predecessor Ravichandra
2017 Gujarathi as Director (Safety & Kambhampaty was paid a remuneration of Rs 1. 7
Environment) and Occupier of mn in FY17. Assuming a 25% growth we estimate
factories for three years from 1 April the proposed remuneration at Rs 2. 1 mn for FY18.
2017 and to fix his remuneration We raise concerns over the quality of resolution

145
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
presented, since there are no details available,
except that the remuneration will be less than 5%
of profits. While we believe such resolutions do not
provide us sufficient information, we have used the
company’s past practices to arrive at a considered
estimation of remuneration. We expect the company
to remain judicious in its remuneration payouts.
08-Aug- SRF Ltd. AGM Management Reappoint Arun Bharat Ram as For Abstain Arun Bharat Ram was paid a remuneration of Rs
2017 Executive Chairman for five years 48. 4 mn in FY17 and we estimate the proposed
effective 15 June 2017 and fix his remuneration at Rs 51. 0 mn. We raise concerns
remuneration over the quality of resolution presented, since
there are no details available, except that the
remuneration will be less than 5% of profits. While
we believe such resolutions do not provide us
sufficient information, we have used the company’s
past practices to arrive at a considered estimation
of remuneration. We expect the company to remain
judicious in its remuneration payouts, and the
nomination and remuneration committee to provide
greater clarity on the performance metrics used
to base Arun Bharat Ram’s overall remuneration.
08-Aug- SRF Ltd. AGM Management Fix remuneration to cost auditors, For Abstain Payment to cost auditors for FY18 aggregates Rs.
2017 H Tara & Co. and Sanjay Gupta & 0. 86 mn (excluding service tax and reimbursement
Associates, for FY18 of out-of-pocket expenses) which is commensurate
to the size of the company.
08-Aug- SRF Ltd. AGM Management I s s u e s e c u r e d / u n s e c u r e d For Abstain The non-convertible debentures will be carved out
2017 redeemable non-convertible of the approved borrowing limits. SRF’s long term
debentures up to Rs. 20.0 bn via rating is CRISIL AA+/Stable and short-term rating
private placement is CRISIL A1+.
08-Aug- Thermax Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
08-Aug- Thermax Ltd. AGM Management Approve dividend of Rs.6 per share For For The total dividend payout (including dividend
2017 of face value Rs.2.0 each distribution tax) for FY17 aggregates to Rs. 0. 9
bn. The dividend payout ratio for FY17 was 59. 7%.
08-Aug- Thermax Ltd. AGM Management Reappoint Ms. Anu Aga as a For For Ms. Anu Aga (DIN: 00019622) is part of the
2017 Director promoter group and the former Chairperson. She
retires by rotation and her reappointment is in line
with the statutory requirements.
08-Aug- Thermax Ltd. AGM Management Ratify appointment of SRBC & Co. For For SRBC & Co. LLP was appointed as the statutory
2017 LLP as statutory auditors for FY18 auditors in the 2015 AGM for five years. The
ratification of their appointment is in line with the
statutory requirements.
08-Aug- Thermax Ltd. AGM Shareholder Appoint Harsh Mariwala as an For For Harsh Mariwala (DIN: 00210342) is the Chairperson
2017 Independent Director for five years of Marico. His appointment is in line with the
w.e.f 10 November 2016 statutory requirements.
08-Aug- Thermax Ltd. AGM Shareholder Appoint S. B Pandit as an For For S. B Pandit (DIN: 00210342) is the co-founder and
2017 Independent Director for five years Group CEO of KPIT Technologies. His appointment
w.e.f 30 May 2017 is in line with the statutory requirements.
08-Aug- Thermax Ltd. AGM Management Reappoint M. S. Unnikrishnan as For For M. S. Unnikrishnan is the MD & CEO of the company
2017 MD & CEO for a period of three since July 2007. His proposed estimated at Rs. 46.
years w.e.f 1 July 2017 and fix his 3 mn, is in line with peers and commensurate with
remuneration the size and scale of operations. His
commission will be decided by the board. To
provide greater clarity to shareholders, the company
should have capped the commission at an absolute
amount.
08-Aug- Thermax Ltd. AGM Management Approve remuneration of Rs. For For The remuneration to be paid to the cost auditor is
2017 0.8 mn for Dhananjay V. Joshi & reasonable compared to the size and scale of the
Associates as cost auditors for company’s operations.
FY18
09-Aug- Adani Ports AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 & Special for the year ended 31 March 2017 financials of a company is a critical exercise which
Economic Zone often requires first-hand information and proper
Ltd. due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.

146
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
09-Aug- Adani Ports AGM Management Declare dividend of Rs. 1.3 per For Abstain The total dividend outflow including dividend tax for
2017 & Special share (Face Value: Rs.2) the year is Rs. 3. 2 bn. The dividend payout ratio
Economic Zone for the year is 10. 5%.
Ltd.
09-Aug- Adani Ports AGM Management Declare dividend on preference For Abstain The company proposes a dividend of 0. 01%
2017 & Special shares dividend on 0. 01% Non-Cumulative Redeemable
Economic Zone Preference Shares of Rs. 10 each, aggregating
Ltd. Rs. 2811. 0.
09-Aug- Adani Ports AGM Management Reappoint Rajesh S. Adani as a For Abstain Rajesh Adani attended 60% of the board meetings
2017 & Special Non- Executive, Non-Independent in FY17 and 70% of the board meetings over the
Economic Zone Director past three years. We expect directors to take their
Ltd. responsibilities seriously and attend all board
meetings. We have a minimum threshold of 75%
attendance of board meetings over a three-year
period, while voting on re-appointment of directors.
09-Aug- Adani Ports AGM Management Appoint Deloitte Haskins & Sells For Abstain The company proposes to appoint Deloitte Haskins
2017 & Special LLP as statutory auditors for five & Sells LLP in place of the retiring auditors, SRBC &
Economic Zone years CO LLP. Deloitte Haskins & Sells LLP’s appointment
Ltd. as statutory auditors is in line with our Voting
Guidelines on Auditor (Re)Appointments and with
the requirements of Section 139 of the Companies
Act 2013.
09-Aug- Adani Ports AGM Management Reappoint Gautam Adani as MD For Abstain The company proposes to appoint Gautam
2017 & Special for a period of five years from 1 Adani as MD for a further five years. The terms
Economic Zone July 2017 and fix his remuneration of remuneration remain the same. In FY17, his
Ltd. remuneration aggregated Rs. 28. 0 mn, which
was 42. 55x the median employee remuneration.
The proposed remuneration of Rs. 28. 0 mn is
commensurate with the size and complexities of
his responsibilities. As a good practice companies
must provide an absolute cap on the variable pay.
09-Aug- Adani Ports AGM Shareholder Appoint Karan Adani (DIN: For Abstain Karan Adani has been the CEO of the company
2017 & Special 03088095) as an Executive since 1 January 2016. He is part of the promoter
Economic Zone Director group. His appointment is in line with all the statutory
Ltd. requirements.
09-Aug- Adani Ports AGM Management Appoint Karan Adani as CEO & For Abstain Karan Adani, 30, is the son of Gautam Adani, the
2017 & Special Whole-Time Director for a period Chairperson and Managing Director of Adani Ports.
Economic Zone of five years from 24 May 2017 and He was appointed as CEO on 1 January 2016. At
Ltd. fix his remuneration the FY16 AGM, the shareholders had approved
his remuneration of upto Rs. 15. 0 mn per annum
including salary, perquisites, and other benefits
with effect from 1 September 2016. The company
proposes to appoint him as CEO and Whole-Time
Director on the same terms. While we approve
the proposed remuneration of Rs. 15. 0 mn. The
resolution also provides the Board with the liberty
to revise his remuneration without approval of
shareholders within the prescribed ceiling limit
of Schedule V. This means his remuneration can
increase upto 5% of the net profits. Which is high.
We expect companies to take shareholder approval
for any revision in remuneration terms of Executive
Directors.
09-Aug- Adani Ports AGM Management Issue securities up to Rs. 50 bn For Abstain The maximum potential dilution is estimated to be
2017 & Special 6. 0%. The company has taken similar approvals
Economic Zone in the past, but has not issued securities during
Ltd. the validity period of the approval. However, we
expect the company to clearly state the reasons
for raising funds.
09-Aug- Adani Ports AGM Management Approve private placement of non- For Abstain The issuance will be within the overall borrowing
2017 & Special convertible debentures limit of the company (currently at Rs. 250 bn).
Economic Zone However, the company has not disclosed the
Ltd. quantum of NCDs that it plans to issue.
09-Aug- Glaxosmithkline AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Consumer for the year ended 31 March 2017
Healthcare Ltd.
09-Aug- Glaxosmithkline AGM Management Declare final dividend of Rs.70.0 For For The total dividend outflow including dividend tax
2017 Consumer per share (FV Rs.10.0) for FY17 is Rs. 3. 5 bn. The dividend payout ratio
Healthcare Ltd. for FY17 is 54%.

147
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
09-Aug- Glaxosmithkline AGM Management Appoint Deloitte Haskins & Sells For For Deloitte Haskins & Sells LLP’s appointment is in
2017 Consumer LLP as statutory auditors for five line with our Voting Guidelines on Auditor (Re)
Healthcare Ltd. years and fix their remuneration appointments and with the requirements of Section
139 of the Companies Act 2013.
09-Aug- Glaxosmithkline AGM Management Appoint Anup Dhingra (DIN: For For Anup Dhingra was appointed to the board in
2017 Consumer 07602670) as an Executive September 2016 due to a casual vacancy caused
Healthcare Ltd. Director for a period of three years by resignation of Jaiboy John Phillips on 31 August
with effect from 1 September 2016 2016. He was paid remuneration of Rs. 29. 4 mn
and fix his remuneration for his term in FY17 (43x the median employee
remuneration). His proposed annual remuneration
is estimated at Rs. 59. 2 mn. Anup Dhingra is a
professional and his proposed remuneration is
commensurate with the size and complexity of his
responsibilities, and comparable to peers. As a good
practice, companies must cap the absolute amount
of performance incentive.
09-Aug- DFM Foods Ltd. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 for the year ended 31 March 2017
09-Aug- DFM Foods Ltd. AGM Management Declare final dividend of Rs.5.0 For For The total outflow on account of dividend is Rs. 60.
2017 per equity share of face value of 2 mn, same as previous year. The dividend payout
Rs.10 each is 37. 9% v/s 24. 0% in the previous year.
09-Aug- DFM Foods Ltd. AGM Management Reappoint Rohan Jain as Non- For For Rohan Jain (DIN: 02644896) belongs to the
2017 Executive Non-Independent promoter family and is the Deputy Managing
Director Director of the company. His reappointment is in
line with all statutory requirements.
09-Aug- DFM Foods Ltd. AGM Management Ratify Deloitte Haskins & Sells For For Deloitte Haskins & Sells were appointed as the
2017 as statutory auditors and fix their statutory auditors of the company for four years in
remuneration July 2014 AGM. The ratification is in line with all
statutory requirements.
09-Aug- Tata Chemicals AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 Ltd. statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
09-Aug- Tata Chemicals AGM Management To declare final dividend of Rs.11.0 For Abstain The total dividend outflow including dividend tax
2017 Ltd. per share of face value Rs.10.0 for FY17 is Rs. 3. 4 bn. The dividend payout ratio
for FY17 is 48. 7%.
09-Aug- Tata Chemicals AGM Management Appoint S Padmanabhan (DIN For Abstain S Padmanabhan is Executive Chairperson of Tata
2017 Ltd. - 00306299) as Non-Executive Business Excellence Group and Head Group
Non-Independent Director HR of Tata Sons. He is liable to retire by rotation
and his appointment is in line with all statutory
requirements.
09-Aug- Tata Chemicals AGM Management Appoint B S R & Co LLP as statutory For Abstain B S R & Co LLP’s appointment is in line with our
2017 Ltd. auditors for a period of five years Voting Policy on Auditor Appointment and with the
and fix their remuneration requirements of Section 139 of the Companies
Act 2013.
09-Aug- Tata Chemicals AGM Management Approve remuneration of Rs.0.9 For Abstain The total remuneration proposed is reasonable
2017 Ltd. mn for D.C. Dave & Co and Rs.0.12 compared to the size and scale of the company’s
for Ramanath Iyer & Co as cost operations.
auditors for FY18
10-Aug- Bharat Forge AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 Ltd. consolidated financial statements
for the year ended 31 March 2017
10-Aug- Bharat Forge AGM Management Ratify interim dividend of Rs. 2.50 For For Bharat Forge Limited has proposed a final dividend
2017 Ltd. per equity share and declare final of Rs. 5. 0 per equity share of face value Rs. 2. 0 for
dividend of Rs. 5.0 per equity share the year ended 31 March 2017. It has already paid
(face value Rs. 2.0) an interim dividend of Rs. 2. 50 per equity share.
The company has paid an aggregate dividend per
share of Rs. 7. 50 over the past three years. The
aggregate dividend outflow including dividend tax
for FY17 is Rs. 2. 1 bn. The dividend payout ratio
is 35. 9%.
10-Aug- Bharat Forge AGM Management Reappoint G K Agarwal as Director For For G K Agarwal, 66, is the Deputy Managing Director,
2017 Ltd. Bharat Forge Limited. He retires by rotation and his
reappointment is in line with statutory requirements.

148
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
10-Aug- Bharat Forge AGM Management Reappoint Kishore Saletore as For For Kishore Saletore, 51, is the Chief Financial Officer,
2017 Ltd. Director Bharat Forge Limited. He retires by rotation and his
reappointment is in line with statutory requirements.
10-Aug- Bharat Forge AGM Management Reappoint SRBC & Co LLP as For For They have been the statutory auditors for the past
2017 Ltd. statutory auditors for five years and five years. Their reappointment is in line with our
fix their remuneration Voting Guidelines on Auditor (Re)appointments
and with the requirements of Section 139 of the
Companies Act 2013.
10-Aug- Bharat Forge AGM Management Approve remuneration of Rs. 1 For For The total remuneration proposed to be paid to the
2017 Ltd. mn payable to Dhananjay V Joshi cost auditors in FY18 is reasonable compared to
& Associates as cost auditors the size and scale of operations.
for FY18
11-Aug- TVS Motor Co. AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Ltd. for the year ended 31 March 2017
11-Aug- TVS Motor Co. AGM Management Reappoint Sudarshan Venu For For Sudarshan Venu, 28, represents the promoter
2017 Ltd. (DIN: 03601690) as an Executive family on the board. He has been the Joint
Director Managing Director for the past 4 years. His
reappointment meets all statutory requirements.
11-Aug- TVS Motor Co. AGM Management Ratify appointment of V Sankar For For The ratification of V Sankar Aiyar & Co. ’s
2017 Ltd. Aiyar & Co. as statutory auditors appointment is in line with our Voting Guidelines on
for FY18 and fix their remuneration Auditor (Re)appointment and with the requirements
of Section 139 of the Companies Act 2013.
11-Aug- TVS Motor Co. AGM Management Fix commission to Independent For For TVS Motor proposes to pay commission of upto 1%
2017 Ltd. Directors for an amount not of net profits, to its independent directors. It must
exceeding 1% of net profits for consider setting a cap on the commission payable,
five years, w.e.f. 1 April 2018 given the gap between actual payments and what
is being proposed.
11-Aug- TVS Motor Co. AGM Shareholder Appoint Rajesh Narsimhan (DIN: For For Rajesh Narsimhhan, 51, has a Masters degree
2017 Ltd. 07824276) as an Independent in Computer Application and a MBA from IIM,
Director for three years Ahmedabad. He has almost 30 years of experience
of working in organizations like Hewlett Packard,
Covansys. He brings extensive experience in
General Management, Technology and Business
transformation. His appointment meets all statutory
requirements.
11-Aug- TVS Motor Co. AGM Management Approve remuneration of Rs. 0.5 For For The total remuneration proposed is reasonable
2017 Ltd. mn for AN Raman as cost auditors compared to the size and scale of the company’s
for FY18 operations.
14-Aug- AIA Engineering AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
14-Aug- AIA Engineering AGM Management Confirm interim dividend of Rs. For Abstain AIA paid an interim dividend of Rs. 4. 0/- during
2017 Ltd. 4.0/- per equity share (face value the year and has proposed a final dividend of Rs.
Rs. 2.0) for FY17 4. 0/- per equity share. The total dividend for FY17
is Rs. 8. 0/- per share, while it was Rs. 18. 0/- in
FY16. The total dividend outflow (including dividend
tax for FY17) is Rs. 0. 9 bn, and the dividend payout
ratio is 21. 8%.
14-Aug- AIA Engineering AGM Management Declare final dividend of Rs. 4.0/- For Abstain AIA paid an interim dividend of Rs. 4. 0/- during
2017 Ltd. per equity share (face value Rs. the year and has proposed a final dividend of Rs.
2.0) for FY17 4. 0/- per equity share. The total dividend for FY17
is Rs. 8. 0/- per share, while it was Rs. 18. 0/- in
FY16. The total dividend outflow (including dividend
tax for FY17) is Rs. 0. 9 bn, and the dividend payout
ratio is 21. 8%.
14-Aug- AIA Engineering AGM Management Reappoint Ms. Khushali S. For Abstain Ms. Khushali S. Solanki, 40, represents the
2017 Ltd. Solanki (DIN: 07008918) as a promoter family. She has been on the board of AIA
Non-Executive Non-Independent for the past three years. Her reappointment meets
Director all statutory requirements.
14-Aug- AIA Engineering AGM Management Appoint BSR & Co. LLP as statutory For Abstain BSR & Co. LLP’s appointment is in line with our
2017 Ltd. auditors for a period of five years Voting Guidelines on Auditor (Re)appointments
and fix their remuneration and with the requirements of Section 139 of the
Companies Act 2013. Prior to their appointment,
Talati & Talati were the statutory auditors for past
16 years.

149
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
14-Aug- AIA Engineering AGM Management Reappoint Yashwant M. Patel For Abstain Yashwant M. Patel, 74, has varied experience in
2017 Ltd. (DIN: 02103312) as an Executive Production, Administration, Human Resources and
Director for five years, w.e.f. 1 Accounts. He was last reappointed as an Executive
April 2017 Director in FY13 AGM for three years. The proposed
remuneration of Rs. 2. 3 mn for FY18 is in line
with peers and is commensurate with the size and
complexity of the business. However, there is no
performance-linked component to his remuneration
structure- executive remuneration structures
should carry a component of performance linked
pay to establish a link between pay and company
performance.
14-Aug- AIA Engineering AGM Management Approve related party transactions For Abstain Welcast Steel Ltd. Undertakes contract
2017 Ltd. with Welcast Steels Ltd., a 74.85 % manufacturing on behalf of AIA. The company
subsidiary for purchase of goods believes that the purchase of goods from WSL
in FY18 may exceed the threshold limit of 10% of annual
consolidated turnover in FY18. While AIA has
not disclosed the quantum of the transactions
proposed, the resolution is valid only for FY18
and transactions have been in the range of Rs. 1.
2 bn to Rs. 2. 2 bn in the last five years. Further,
the transactions will be in the ordinary course of
business and at arm’s length.
14-Aug- AIA Engineering AGM Management Approve remuneration of Rs. 0.4 For Abstain The remuneration proposed is reasonable
2017 Ltd. mn for Kiran J. Mehta & Co. as cost compared to the size and scale of the company’s
auditors for FY18 operations.
14-Aug- AIA Engineering AGM Management Adoption of a new set of Articles For Abstain AIA proposes to adopt a new set of Articles of
2017 Ltd. of Association (AoA) containing Association (AoA) to delete/amend the references
regulations in line with the to various sections and schedules and to substitute
Companies Act, 2013 them with the provisions of Companies Act, 2013.
The new set of AoA are not available on its website.
14-Aug- AIA Engineering AGM Management Keep the register of members and For Abstain The company seeks shareholder approval to keep
2017 Ltd. other documents at the office of the registers and other documents at the office of
the Registrar and Transfer Agent Registrar and Transfer Agent, Link Intime Private
Limited. The documents will be maintained within
the same city where the registered office is located;
we believe that this will not cause inconvenience
for shareholders.
14-Aug- Akzo Nobel AGM Management Adoption of financial statements For For In line with the voting policy of the company.
2017 India Ltd. for the year ended 31 March 2017
14-Aug- Akzo Nobel AGM Management Declare dividend of Rs.22.0 per For For The company proposes to pay final dividend of
2017 India Ltd. share (Face Value: Rs.10) Rs. 22. 0 per share of FV Rs. 10. 0 for FY17. The
dividend amount including the dividend tax is Rs. 1.
2 bn. The dividend payout ratio for FY17 is 50. 1%.
14-Aug- Akzo Nobel AGM Management Reappoint Amit Jain as a Non- For For In line with the voting policy of the company.
2017 India Ltd. Executive Non-Independent
Director
14-Aug- Akzo Nobel AGM Management A p p o i n t P r i c e Wa t e r h o u s e For Against The company proposes to appoint Price Waterhouse
2017 India Ltd. Chartered Accountants LLP as Chartered Accountants LLP as statutory auditors for
statutory auditors for FY18 at FY18. However, the proposed appointment for one
remuneration of Rs. 7.3 mn year is not in line with Section 139(1) of Companies
Act 2013, which states that auditors must be
appointed for a period of five years. The company
must issue a corrigendum to modify the auditor term
and comply with the Act.
14-Aug- Akzo Nobel AGM Management Not fill casual vacancy caused by For For Nihal Kaviratne CBE is the Chairperson. He will
2017 India Ltd. the retirement of Nihal Kaviratne retire at the upcoming AGM and the vacancy caused
CBE by his retirement will not be filled up.
14-Aug- Akzo Nobel AGM Management Ratify remuneration of Rs. 0.75 mn For For The total remuneration proposed to be paid to the
2017 India Ltd. (plus service tax and out of pocket cost auditors in FY18 is reasonable compared to
expenses) for Chandra Wadhwa the size and scale of the company’s operations.
& Co., as cost auditors for FY18
18-Aug- Tata Global AGM Management Adoption of standalone financial For For In line with the voting policy of the company.
2017 Beverages Ltd. statements for the year ended 31
March 2017
18-Aug- Tata Global AGM Management Adoption of consolidated financial For For In line with the voting policy of the company.
2017 Beverages Ltd. statements for the year ended 31
March 2017

150
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
18-Aug- Tata Global AGM Management Declare dividend of Rs.2.35 per For For The total outflow on account of dividend is Rs. 1.
2017 Beverages Ltd. equity share of face value of Re.1 8 bn. The dividend payout is 64. 9% v/s 72. 9% in
each the previous year.
18-Aug- Tata Global AGM Management Reappoint Harish Bhat as Non- For For Harish Bhat (DIN 00478198) is the company’s
2017 Beverages Ltd. Executive Non-Independent former Managing Director. His reappointment is in
Director line with all statutory requirements.
18-Aug- Tata Global AGM Management Reappoint S Santhanakrishnan as For For S Santhanakrishnan (DIN 00032049) is the partner
2017 Beverages Ltd. Non-Executive Non-Independent in PKF Sridhar & Santhanam. His reappointment is
Director in line with all statutory requirements.
18-Aug- Tata Global AGM Management Appoint Deloitte Haskins & Sells For For Deloitte Haskins & Sells will replace Lovelock &
2017 Beverages Ltd. as statutory auditors for five years Lewes as the statutory auditors. Their appointment
and fix their remuneration is in line with all statutory requirements.
18-Aug- Tata Global AGM Shareholder Appoint N Chandrasekaran as For For N Chandrasekaran (DIN: 00121863) is the
2017 Beverages Ltd. Non-Executive Non-Independent Chairperson of Tata Sons Limited – the holding
Director company. His appointment is in line with all statutory
requirements.
18-Aug- Tata Global AGM Shareholder Appoint Siraj Azmat Chaudhry as For For Siraj Azmat Chaudhry (DIN: 00161853) is the
2017 Beverages Ltd. Independent Director for five years Chairman of Cargill India. His appointment is in line
beginning 3 July 2017 with all statutory requirements.
18-Aug- Tata Global AGM Management A p p r o v e r e m u n e r a t i o n o f For For The total remuneration proposed to be paid to the
2017 Beverages Ltd. Rs.325,000 payable to Shome & cost auditors is reasonable compared to the size
Banarjee, cost auditors for FY18 and scale of operations.
18-Aug- Tata Global AGM Management Revise remuneration payable to For For Ajoy Misra is a professional. The company proposes
2017 Beverages Ltd. Ajoy Misra, Managing Director, with to revise his basic salary by putting a range between
effect from 1 April 2017 Rs. 8. 4 mn and Rs. 12 mn (presently fixed at Rs.
8. 4 mn). Other remuneration terms are same as
approved in August 2014 AGM. After revision, his
annual remuneration is estimated at Rs. 44. 1 mn.
This is in line with peers and commensurate with
size and complexity of the business. The company
has not disclosed clear remuneration structure.
The commission/incentive is payable based on
performance and is not capped in absolute terms.
Benefits, perquisites and allowances are also not
clearly disclosed and are at the discretion of the
board. We expect company to remain judicious in
its remuneration payout.
18-Aug- Tata Global AGM Management Revise remuneration payable to L For For L KrishnaKumar is a professional. The company
2017 Beverages Ltd. KrishnaKumar, Executive Director, proposes to revise his basic salary by putting a
with effect from 1 April 2017 range between Rs. 7. 2 mn and Rs. 10. 8 mn
(presently fixed at Rs. 7. 2 mn). Other remuneration
terms are same as approved in July 2013 AGM.
After revision, his annual remuneration is estimated
at Rs. 38. 5 mn. This is in line with peers and
commensurate with size and complexity of the
business. The company has not disclosed clear
remuneration structure. The commission/incentive
is payable based on performance and is not
capped in absolute terms. Benefits, perquisites and
allowances are also not clearly disclosed and are at
the discretion of the board. We expect company to
remain judicious in its remuneration payout.
18-Aug- Tata Global AGM Management Issue Non-Convertible Debentures For For The proposed issuance will be carved out of the
2017 Beverages Ltd. upto Rs.4.5 bn on private company’s Rs. 12 bn borrowing limit, which was
placement basis approved by shareholders in 2014 AGM.
21-Aug- Greenply AGM Management a . A d o p t i o n o f s t a n d a l o n e For For In line with the voting guidelines of the company.
2017 Industries Ltd. statements for the year ended
31 March 2017; b. Adoption of
consolidated statements for the
year ended 31 March 2017
21-Aug- Greenply AGM Management Declare dividend of Rs. 0.6 per For For In FY17, the company proposes to pay a final
2017 Industries Ltd. equity shares (face value Rs. 1) dividend of Rs. 0. 6 per equity share - face value
Rs. 1 (unchanged from FY16. The total dividend
(including dividend tax) amounts to Rs. 87. 2 mn.
Dividend payout ratio is very low at 6. 6% (6. 7%
in FY16).

151
11th Annual Report 2017 - 2018
Type of Proposal by
Meeting Meetings Management
Company Name
Date (AGM/
EGM) Shareholder
21-Aug- Greenply AGM
2017 Industries Ltd.
21-Aug- Greenply AGM
2017 Industries Ltd.
21-Aug- Greenply AGM
2017 Industries Ltd.
21-Aug- Greenply AGM
2017 Industries Ltd.
21-Aug- Motherson Sumi AGM
2017 Systems Ltd.
21-Aug- Motherson Sumi AGM
2017 Systems Ltd.
21-Aug- Motherson Sumi AGM
2017 Systems Ltd.
21-Aug- Motherson Sumi AGM
2017 Systems Ltd.
21-Aug- Motherson Sumi AGM
2017 Systems Ltd.
Proposal's Description
or
Management Reappoint Shiv Prakash Mittal
(DIN: 00237242) as director liable
to retire by rotation
Management Appoint B S R & Co. LLP as
statutory auditors for a period of
five years
Management To charge fees from shareholders
in advance for the dispatch of
documents in the mode requested
by them
Management Approve the reappointment of
Shiv Prakash Mittal as Executive
Chairman for five years till 31
January 2022 and to fix his
remuneration
Management A d o p t i o n o f s t a n d a l o n e &
consolidated financial statements
for the year ended 31 March 2017
Management To confirm interim dividend of Rs.
2.0 per equity share (face value
Re.1.0) as final dividend
Management Reappoint Pankaj Mittal as Director
liable to retire by rotation
Management Appoint S.R. Batliboi & Co. LLP
as statutory auditors for a period
of five years
Management To reappoint Pankaj Mital as Chief
Operating Officer from 1 April 2017
till 30 September 2021
Investee
company’s Vote (For/
Reason supporting
Management Against/
the vote decision
Recommen- Abstain)
dation
For For Shiv Prakash Mittal is the executive chairman of
the company and part of the promoter family. He
has been on the Board of Greenply for the past 26
years. His reappointment as director liable to retire
by rotation is in line with all statutory requirements.
For For Greenply proposes to appoint B S R & Co.
LLP as statutory auditors for a period of five
years with ratification each year. Prior to the
appointment, B D. Dhandaria & Company have
been Greenply’s statutory auditors for over 16
years. The appointment is in line with our Voting
Policy and conforms with all statutory requirements.
For Against The company seeks shareholder’s approval to
charge fee in advance (estimated actual expenses)
for delivery of a document requested by them
through a particular mode. However, given the
nature of the charge, this might become a deterrent
for shareholders to seek information.
For Against Shiv Prakash Mittal was paid a remuneration of
Rs. 53. 2 mn for FY17, up 5. 5% from Rs 50. 4
mn paid in FY16. His proposed remuneration is
estimated at ~Rs 55. 0 mn (including commission
at 1. 5% of profits ~ Rs 30 mn). The company
has not provided a cap in absolute terms to
the commission payable to him. The proposed
remuneration is not commensurate with the
stagnant size and profitability of Greenply and is
higher than industry peers. Additionally, promoter
family remuneration is high – the promoter family’s
aggregate remuneration was Rs. 145. 8 mn for
FY17 which is 11. 6% of the consolidated PAT.
For Abstain We believe that a comprehensive review of the
financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
For Abstain Motherson Sumi Systems Limited (MSSL) has paid
an interim dividend of Rs. 2. 5 per equity share.
The total dividend outflow including dividend tax
for FY16 is Rs. 3. 8 bn. The dividend payout ratio
for FY16 is 53. 0%.
For Abstain Pankaj Mittal is the Chief Operating Officer of MSSL.
He retires by rotation, and his reappointment is in
line with the statutory requirements.
For Abstain MSSL proposes to appoint S. R. Batliboi & Co.
LLP (Ernst & Young audit network) as statutory
auditors for a period of five years with a ratification
each year. The company’s previous auditors were
Price Waterhouse Chartered Accountants LLP for
the past 17 years. The appointment is in line with
our Voting Policy on Auditor appointment and with
the provisions of Section 139 of the Companies
Act 2013.
For Abstain Pankaj Mital was paid a remuneration of Rs 19.
2 mn in FY17. Based on the company’s past
practices on remuneration payouts, we estimate his
remuneration at Rs. 31 mn, which is comparable
to peers and commensurate with the size and
performance of the business. As a good practice,
companies must provide reasonable information for
shareholders for them to make judicious decisions,
and provide a cap (in absolute amounts) on the
variable (long-term and short-term) components
of the remuneration structure.
152
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
21-Aug- Motherson Sumi AGM Management Approve remuneration of Rs.1.25 For Abstain The total remuneration proposed to be paid to the
2017 Systems Ltd. mn for M. R. Vyas and Associates cost auditors in FY18 is reasonable compared to
as cost auditors for FY18 the size and scale of the company’s operations.
22-Aug- Eclerx Services AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 Ltd. statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
22-Aug- Eclerx Services AGM Management To declare final dividend of Re.1.0 For Abstain The total dividend outflow including dividend tax
2017 Ltd. per share of face value Rs.10.0 for FY17 is Rs. 54. 9 mn. The dividend payout
ratio is 1. 7%.
22-Aug- Eclerx Services AGM Management Reappoint V K Mundhra (DIN: For Abstain V K Mundhra is the Chairperson. He is liable to retire
2017 Ltd. 00282180) as a Non-Executive by rotation and his reappointment is in line with all
Non-Independent Director statutory requirements.
22-Aug- Eclerx Services AGM Management Ratify S R Batliboi & Associates For Abstain S R Batliboi & Associates LLP have been the
2017 Ltd. LLP’s appointment as statutory statutory auditors of the company since FY15. Under
auditors and fix remuneration the Companies Act 2013, auditor appointment must
be ratified annually. The ratification is in line with
our Voting Policy on Auditor (Re)Appointment and
follows the spirit of Section 139 of the Companies
Act, 2013.
22-Aug- Eclerx Services AGM Shareholder Appoint Shailesh Kekre (DIN: For Abstain Shailesh Kekre was a Partner at McKinsey &
2017 Ltd. 07679583) as an Independent Company in India. His appointment is in line with
Director for five years from 15 the statutory requirements.
March 2017
22-Aug- Multi Commodity AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Exchange Of for the year ended 31 March 2017 financials of a company is a critical exercise which
India Ltd. often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
22-Aug- Multi Commodity AGM Management Approve final dividend of Rs.15 per For Abstain The total dividend payout (including dividend
2017 Exchange Of share of face value Rs.10.0 each distribution tax) for FY17 aggregates to Rs. 0. 9
India Ltd. bn. The dividend payout ratio for FY17 was 73%.
22-Aug- Multi Commodity AGM Management Reappoint Amit Goela as a Director For Abstain Amit Goela (DIN: 01754804) is a nominee of
2017 Exchange Of Rakesh Jhunjhunwala. He has attended 67%
India Ltd. of board meetings held in FY17 (he attended all
meetings in FY16). We expect directors to take their
responsibilities seriously and attend all meetings.
22-Aug- Multi Commodity AGM Management R e a p p o i n t M s . P a d m a For Abstain Ms. Padma Raghunathan (DIN: 07248423) is a
2017 Exchange Of Raghunathan as a Director nominee of NABARD. Her reappointment is in line
India Ltd. with the statutory requirements.
22-Aug- Multi Commodity AGM Management Ratify reappointment of Shah For Abstain Shah Gupta & Co replaced Deloitte, Haskins &
2017 Exchange Of Gupta & Co as statutory auditor Sells as the statutory auditor in FY14; they were
India Ltd. for FY18 reappointed for a period of five years in the FY15
AGM. The ratification of their reappointment
is in line with the statutory requirements.
22-Aug- Larsen & Toubro NCM Management A p p r o v e a m a l g a m a t i o n o f For For SIPL is engaged in technology and product
2017 Ltd. Spectrum Infotech Private Limited development of electronic components in the areas
(SIPL), a wholly owned subsidiary, of defence, avionics and aerospace engineering.
with L&T The merger will complement L&T’s enhanced focus
on the defence sector. As per the scheme, there
will be no issuance of shares and the entire equity
share capital of SIPL will be cancelled. The merged
entity will benefit from reduced overheads and
administrative expenses. There will be no change in
the economic interest in SIPL for the shareholders.
22-Aug- Larsen & Toubro AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.

153
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
22-Aug- Larsen & Toubro AGM Management Approve final dividend of Rs.21 per For Abstain The total dividend payout (including dividend
2017 Ltd. share (pre-bonus) of face value distribution tax) for FY17 aggregates to Rs. 22. 8
Rs.2.0 each bn. The dividend payout ratio for FY17 was 41. 7%.
22-Aug- Larsen & Toubro AGM Management Reappoint Sushobhan Sarker as For Abstain Sushobhan Sarker (DIN: 00088276) is a nominee
2017 Ltd. a Director director of Life Insurance Corporation of India (LIC).
He retires by rotation and his reappointment is in
line with the statutory requirements.
22-Aug- Larsen & Toubro AGM Management Reappoint Shailendra Roy as a For Abstain Shailendra Roy (DIN: 02144836) is Senior Executive
2017 Ltd. Director VP (Power, Heavy Engineering & Defence) in L&T.
He retires by rotation and his reappointment is in
line with the statutory requirements.
22-Aug- Larsen & Toubro AGM Management Reappoint R. Shankar Raman as For Abstain R. Shankar Raman (DIN: 00019798) is the CFO of
2017 Ltd. a Director L&T. He retires by rotation and his reappointment
is in line with the statutory requirements.
22-Aug- Larsen & Toubro AGM Management Reappoint Subodh Bhargava as an For Abstain Subodh Bhargava (DIN: 00035672) is the former
2017 Ltd. Independent Director for five years CEO, Eicher Group. He has been on the board since
w.e.f 30 March 2017 July 2007. We believe that the length of tenure is
inversely proportionate to the independence of a
director. Due to his tenure of over 10 years, we
consider him as nonindependent. If the company
believes he contributes to board deliberations, it
must consider appointing him as a non-independent
director.
22-Aug- Larsen & Toubro AGM Management Reappoint S. N. Subrahmanyan For Abstain As part of the company’s succession plan, S.
2017 Ltd. as CEO & MD for a period of five N. Subrahmanyan (currently deputy MD) is
years w.e.f 1 July 2017 and fix his being elevated as the CEO & MD. His proposed
remuneration remuneration of Rs. 287. 3 mn is high, but
comparable to index peers. We also recognize
that he is a seasoned professional, with years of
experience working in L&T and the infrastructure
domain. His expertise and leadership will be
beneficial for the company. To provide shareholders
more clarity on his final remuneration, the company
should have capped his variable pay in absolute
terms. Further, he has been granted stock options
from other group companies during the year, the
aggregate value of which amounts to ~Rs. 300 mn
(taking his overall pay in FY17 to ~Rs. 537 mn).
Shareholders must be provided more clarity on
such grants in the future for them to make a more
informed decision on his overall remuneration
across the group.
22-Aug- Larsen & Toubro AGM Shareholder Appoint Jayant Damodar Patil as For Abstain Jayant Damodar Patil (DIN: 00090360) is Senior
2017 Ltd. a Director Executive VP (Defence) in L&T. His appointment
is in line with the statutory requirements. After his
appointment (along with Arvind Gupta), the board
size increases to 22 members. With such a large
board size, consensus on many critical issues may
be difficult to achieve.
22-Aug- Larsen & Toubro AGM Shareholder Appoint Arvind Gupta as a Director For Abstain Arvind Gupta (DIN: 01252184) is a nominee
2017 Ltd. director of SUUTI. His appointment is in line with
the statutory requirements. After his appointment
(along with Jayant Damodar Patil), the board size
increases to 22 members. With such a large board
size, consensus on many critical issues may be
difficult to achieve.
22-Aug- Larsen & Toubro AGM Management Appoint Jayant Damodar Patil as For Abstain His proposed pay of Rs. 73. 8 mn is in line with
2017 Ltd. Whole Time Director for a period similar sized peers and is commensurate with
of five years w.e.f 1 July 2017 and the size and scale of operations. To provide
fix his remuneration shareholders more clarity on his final remuneration,
the company should have capped his variable pay
in absolute terms.
22-Aug- Larsen & Toubro AGM Management Approve issuance of equity linked For Abstain Based on current market price, the issuance will
2017 Ltd. securities up to Rs.40 bn or $600 result in a maximum dilution of ~3. 6% for existing
mn, whichever is higher shareholders. The capital infusion will help L&T fund
its growth and expansion plans.
22-Aug- Larsen & Toubro AGM Management A p p r o v e i s s u a n c e o f n o n - For Abstain The issuance will be within the approved borrowing
2017 Ltd. convertible debentures (NCDs) of limit (Rs. 20 bn over and above the aggregate of
up to Rs.60 bn paid-up capital and free reserves of the company).

154
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
22-Aug- Larsen & Toubro AGM Management Ratify appointment of Deloitte For Abstain Deloitte Haskins & Sells LLP was appointed as
2017 Ltd. Haskins & Sells as statutory auditors in FY16. The ratification of their appointment
auditors for FY18 is in line with the statutory requirements.
22-Aug- Larsen & Toubro AGM Management Approve remuneration of Rs. 1.2 For Abstain The remuneration to be paid to the cost auditor is
2017 Ltd. mn for R. Nanabhoy & Co. as cost reasonable compared to the size and scale of the
auditors for FY18 company’s operations.
22-Aug- Tata Motors Ltd. AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
22-Aug- Tata Motors Ltd. AGM Management Reappoint Dr. Ralph Speth (DIN: For Abstain Dr. Ralf Speth, 62, has been the CEO of Jaguar Land
2017 03318908) as a Non-Executive Rover for the past seven years. His reappointment
Non-Independent Director meets all statutory requirements.
22-Aug- Tata Motors Ltd. AGM Management Appoint BSR & Co. LLP as statutory For Abstain BSR & Co. LLP’s appointment is in line with our
2017 auditors for a period of five years Voting Guidelines on Auditor (Re)appointments
and fix their remuneration and with the requirements of Section 139 of the
Companies Act 2013.
22-Aug- Tata Motors Ltd. AGM Shareholder Appoint Natarajan Chandrasekaran For Abstain Natarajan Chandrasekaran, 54, represents Tata
2017 (DIN: 00121863) as a Non- Sons on the board. Prior to joining Tata Sons, he
Executive Non-Independent was the MD & CEO of Tata Consultancy Services.
Director His appointment meets all statutory requirements.
22-Aug- Tata Motors Ltd. AGM Shareholder Appoint Om Prakash Bhatt (DIN: For Abstain Om Prakash Bhatt, 66, holds a Bachelors’ degree in
2017 00548091) as an Independent Science and Masters’ degree in English Literature.
Director for five years, w.e.f. 9 He is the former chairperson of State Bank Group.
May 2017 He is also on the board of HUL, TCS, Tata Steel Ltd.
And Standard Chartered PLC, UK. His appointment
meets all statutory requirements.
22-Aug- Tata Motors Ltd. AGM Management Reappoint Satish Borwankar For Abstain Satish Borwankar, 65, has been on the board of
2017 (DIN: 00004695) as an Executive Tata Motors for past five years. The proposed
Director and COO for two years, remuneration is likely to range between Rs. 29.
w.e.f. 16 July 2017 0 mn and Rs. 45. 8 mn, which is commensurate
with the size and complexity of the business,
and comparable to peers. The disclosures made
by Tata Motors are superior to the disclosures
made in similar resolutions by other companies.
We encourage other companies to emulate such
disclosure levels.
22-Aug- Tata Motors Ltd. AGM Management Approve remuneration of Rs. 0.5 For Abstain The total remuneration proposed is reasonable
2017 mn for Mani & Co. as cost auditors compared to the size and scale of the company’s
for FY18 operations.
22-Aug- Tata Motors Ltd. AGM Management Issuance of Non-Convertible For Abstain The NCDs a within the overall borrowing limit of
2017 Debentures (NCDs) on a private Rs. 300. 0 bn, for tenors ranging between 2 to 10
placement basis upto Rs. 30.0 bn years and expected borrowing rate will be lower
than 1-year MCLR rate of SBI (currently 8. 0%) plus
a spread of 100 bps.
27-Aug- Sanofi India Ltd. Postal Management In crea se lo ans to Sh an tha For Abstain In the in April 2016 AGM, Sanofi India’s shareholders
2017 Ballot Biotechnics Private Limited, a approved a resolution to extend loans upto Rs3. 3bn
fellow subsidiary, to Rs.4.45 bn to Shantha Biotechnics Private Limited, a wholly-
from Rs. 3.30 bn owned subsidiary of Sanofi SA, France. On 31
December 2016, Sanofi India had extended loans
aggregating Rs. 3. 1bn under this limit (current
exposure unavailable). Shantha Biotechnics’ recent
performance metrics are not available, and there
is no outstanding credit rating: therefore, Shantha
Biotechnics’ credit quality is unascertainable. The
board has extended the existing loan’s maturity
period by two years to 15 April 2019. The rationale
for increasing the loan limit is unclear. Further, we
believe the excess cash is better reinvested in the
business or returned to shareholders in the form of
dividends or buybacks.

155
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
28-Aug- Voltas Ltd. AGM Management Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended 31 financials of a company is a critical exercise which
March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
28-Aug- Voltas Ltd. AGM Management Adoption of consolidated financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended 31 financials of a company is a critical exercise which
March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
28-Aug- Voltas Ltd. AGM Management To declare final dividend of Rs.3.5 For Abstain The total dividend outflow including dividend tax
2017 per share of face value Re.1.0 for FY17 is Rs. 1. 4 bn. The dividend payout ratio
for FY17 is 28. 7%.
28-Aug- Voltas Ltd. AGM Management Not fill casual vacancy caused by For Abstain Ishaat Hussain does not seek re-election in view of
2017 the retirement of Ishaat Hussain his retirement effective 2 September 2017 as per
(DIN: 00027891) the Retirement Age Policy adopted by the board.
28-Aug- Voltas Ltd. AGM Management Appoint S R B C & Co LLP as For Abstain S R B C & Co LLP’s appointment is in line with our
2017 statutory auditors for a period of Voting Policy on Auditor Appointment and with the
five years and fix their remuneration requirements of Section 139 of the Companies
Act 2013.
28-Aug- Voltas Ltd. AGM Shareholder Appoint Hemant Bhargava (DIN: For Abstain Hemant Bhargava is the Managing Director of
2017 01922717) as Non-Executive Non- Life Insurance Corporation of India. He is LIC’s
Independent Director representative on the board of the company. He
was appointed as the Additional Director from
23 May 2017. He is liable to retire by rotation
and his appointment is in line with all statutory
requirements.
28-Aug- Voltas Ltd. AGM Shareholder Appoint Arun Kumar Adhikari (DIN: For Abstain Arun Kumar Adhikari works as a Senior Advisor with
2017 00591057) as an Independent McKinsey & Company supporting the Consumer
Director for five years from 8 Practice and works with their clients on Marketing
June 2017 and Sales strategy related areas. He also works
as an Advisor with Aditya Birla Group on their
consumer facing businesses in telecom and
financial services. He is liable to retire by rotation
and his appointment is in line with all statutory
requirements.
28-Aug- Voltas Ltd. AGM Management Approve remuneration of Rs.0.4 For Abstain The total remuneration proposed is reasonable
2017 mn for Sagar & Associates as compared to the size and scale of the company’s
cost auditors for the financial year operations.
ending 31 March 2018
29-Aug- Indian Oil Corpn. AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Ltd. consolidated financial statements financials of a company is a critical exercise which
for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
29-Aug- Indian Oil Corpn. AGM Management Confirm interim dividend of Rs.18 For Abstain The total outflow on account of dividend is Rs. 3. 8
2017 Ltd. per equity share and declare final bn. The dividend payout ratio is 36. 6% v/s 14. 8%
dividend of Re.1 per equity share in the previous year.
of Rs.10 each
29-Aug- Indian Oil Corpn. AGM Management Reappoint Verghese Cherian as For Abstain Verghese Cherian (DIN: 07001243) is Wholetime
2017 Ltd. Director, liable to retire by rotation Director (Human Resources). His reappointment is
in line with all statutory requirements.
29-Aug- Indian Oil Corpn. AGM Management Reappoint Anish Aggarwal as For Abstain Anish Aggarwal (DIN: 06993471) is Wholetime
2017 Ltd. Director, liable to retire by rotation Director (Pipelines). His reappointment is in line
with all statutory requirements.
29-Aug- Indian Oil Corpn. AGM Management Appoint Dr. SSV Ramakumar as For Abstain Dr. SSV Ramakumar holds a Ph. D in Chemistry
2017 Ltd. Director (Research & Development) from IIT Roorkee and has over 28 years of
beginning 1 February 2017 and fix experience in research and development and
his remuneration downstream hydrocarbon sector. His terms of

156
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
appointment are not disclosed: notwithstanding,
he is liable to retire by rotation. He was appointed
to the board on 1 February 2017 and was paid Rs.
1. 0 mn for his two months of service during FY17.
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.
29-Aug- Indian Oil Corpn. AGM Management Approve remuneration of Rs.1.85 For Abstain The company has appointed Chandra Wadhwa &
2017 Ltd. mn payable to cost auditors for Co, Bandyopadhyaya Bhaumik & Co, Mani & Co,
FY18 RJ Goel & Co, ABK & Associates and P Raju Iyer,
M Pandurangan & Associates as cost auditors for
FY18. The total remuneration proposed to be paid
to the cost auditors is reasonable compared to the
size and scale of operations.
29-Aug- Indian Oil Corpn. AGM Management Private placement of debentures For Abstain The proposed issuance will be carved out of the
2017 Ltd. upto Rs.200 bn company’s Rs. 1,100 bn borrowing limit, which
was approved by shareholders in August 2014
postal ballot.
29-Aug- Gulf Oil Corpn. AGM Management Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 Ltd. statements for the year ended 31 financials of a company is a critical exercise which
March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
29-Aug- Gulf Oil Corpn. AGM Management Adoption of consolidated financial For Abstain We believe that a comprehensive review of the
2017 Ltd. statements for the year ended 31 financials of a company is a critical exercise which
March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
29-Aug- Gulf Oil Corpn. AGM Management Declare a dividend of Rs.1.6 per For Abstain The company has proposed a final dividend of
2017 Ltd. equity share of face value Rs. Rs. 1. 6 per equity share of face value Rs. 2. 0 for
2.0 each the year ended 31 March 2017. The total dividend
outflow including dividend tax for FY17 is Rs. 0. 1
bn. The dividend payout ratio is 49. 4%.
29-Aug- Gulf Oil Corpn. AGM Management Reappoint Ramkrishan P. Hinduja For Abstain Ramkrishan P. Hinduja is the promoter Vice
2017 Ltd. as a Non-Executive Director Non- chairperson. He attended 60% of the board
Independent Director meetings in FY17 and 40% of the meetings over
the past three years. We expect directors to take
their responsibilities seriously and attend all board
meetings or at the very least 75% of the meetings
over a three-year period.
29-Aug- Gulf Oil Corpn. AGM Management Appoint BSR & Co. LLP as For Abstain The company proposes to appoint BSR & Co.
2017 Ltd. statutory auditors for a period of LLP as statutory auditors in place of the retiring
five years auditors, Deloitte Haskins & Sells. BSR & Co. LLP’s
appointment as statutory auditors is in line with our
Voting Guidelines on Auditor (Re)Appointments
and with the requirements of Section 139 of the
Companies Act 2013.
29-Aug- Gulf Oil Corpn. AGM Management Raise upto Rs.6.7 bn through the For Abstain If issued at current market prices, the capital raise
2017 Ltd. issuance of equity and quasi equity will result in a dilution of 21. 5% in the post-issuance
instruments paid-up share capital, which is high. The company
has not clearly indicated the utilization plan of
the proposed fund raising. We expect companies
to disclose clear plans before approaching
shareholders.
29-Aug- Gulf Oil Corpn. AGM Management R a ti fy th e re mu n e ra ti o n o f For Abstain The proposed remuneration is reasonable
2017 Ltd. Rs.100,000 payable to Narasimha compared to the size and scale of operations.
Murthy & Co, Cost Auditors for
FY18

157
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
29-Aug- Gulf Oil Corpn. AGM Management Reappoint Subhas Pramanik as For Abstain Subhas Pramanik has been the MD for the past 18
2017 Ltd. MD for a period of three years from years. His proposed remuneration (which is also set
8 July 2017 as minimum remuneration) estimated at Rs. 19. 3
mn is commensurate with the size and complexities
of his responsibilities. Subhas Pramanik’s FY17
remuneration was 33. 64x the median employee
remuneration. As a good practice, companies must
consider setting a cap in absolute amounts the
remuneration that will be paid to executive directors.
29-Aug- Future Lifestyle AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Fashions Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
29-Aug- Future Lifestyle AGM Management Approve final dividend of Rs.0.8 For Abstain The total dividend payout (including dividend
2017 Fashions Ltd. per share of face value Rs.2.0 each distribution tax) for FY17 aggregates to Rs. 183. 1
mn. The dividend payout ratio for FY17 was 40%.
29-Aug- Future Lifestyle AGM Management Reappoint Kishore Biyani as a For Abstain Kishore Biyani (DIN: 00005740) is the founder and
2017 Fashions Ltd. Director Group CEO of Future Group. His reappointment is
in line with the statutory requirements.
29-Aug- Future Lifestyle AGM Management Reappoint NGS & Co. LLP as For Abstain NGS & Co. LLP have been the company’s auditors
2017 Fashions Ltd. statutory auditors for five years and for five years. However, they have been the
fix their remuneration statutory auditors for Future Retail Limited – a
group company, and its erstwhile parent company
- for 12 years. We believe the audit firm’s long and
close proximity to the group may limit their ability
to provide a balanced and independent opinion on
the company’s accounts.
29-Aug- Future Lifestyle AGM Management Approve remuneration arising upon For Abstain C. P. Toshniwal was the CFO of Future Lifestyle till
2017 Fashions Ltd. the exercise of vested Employee May 2016. After his resignation, he continues as
Stock Options held by C. P. a non-executive director. During his stint as CFO,
Toshniwal, Non-Executive Director he was eligible to participate in the stock option
schemes – he currently holds 170,824 options, with
an exercise price of Rs. 10 each. At CMP, exercising
these options will result in a perquisite value of Rs.
52. 7 mn, which crosses the
remuneration threshold of 1% of net profits for non-
executive directors. There will be no cash outflow
from the company if he chooses to exercise these
options. Additionally, the company has no control
over the perquisite value of the stock options, which
is derived from the stock
price at the time of exercise.
29-Aug- Future Lifestyle AGM Management Revise remuneration for Kishore For Abstain His proposed pay of Rs. 28. 6 mn is in line with
2017 Fashions Ltd. Biyani, Managing Director, for the peers and commensurate with the size and scale
remainder of his term up to 24 of operations. He also draws remuneration from
June 2019 two group companies, Future Enterprises Limited
(FEL) and Future Retail Limited (FRL). While we
generally do not encourage this as a practice, we
support this resolution as there are strong business
linkages between the two entities.
29-Aug- Future Lifestyle AGM Management A p p r o v e i s s u a n c e o f n o n - For Abstain The issuance will be within the approved borrowing
2017 Fashions Ltd. convertible debentures (NCDs) of limit of Rs. 30 bn.
up to Rs.7.5 bn
01-Sep- Reliance Postal Management Approve increase in authorized For Abstain The company proposes to increase the authorized
2017 Industries Ltd. Ballot share capital to Rs. 150.0 bn and share capital to Rs. 150 bn (14 bn equity shares of
consequently alter the capital Rs. 10 each and 1 bn preference shares of Rs. 10
clause of the Memorandum of each) from Rs. 60 bn (5 bn equity shares of Rs. 10
Association (MOA) each and 1 bn preference shares of Rs. 10 each)
to accommodate issue of bonus shares discussed
in resolution 2.
01-Sep- Reliance Postal Management Issue one equity share of Rs.10 For Abstain The bonus issue will increase the liquidity of the
2017 Industries Ltd. Ballot each as bonus for each equity equity shares with higher floating stock and make
share held in the company the equity shares more affordable.

158
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
01-Sep- Reliance Postal Management Approve Reliance Industries For Abstain The company has not specified an exercise price
2017 Industries Ltd. Ballot Limited Employees Stock Scheme for the options and has left it to the discretion of
2017 (ESOS 2017) under which the board. Assuming all the options are granted
63.3 mn stock options will be at face value of Rs. 10. 0 per share, the cost per
issued year will aggregate to Rs. 10. 2 bn (assuming a
vesting period of five years). This represents 3.
4% of the consolidated FY17 PAT. While we do not
favour stock options issued at a discount to market
price, the cost of the scheme is relatively low as
compared to profits.
01-Sep- Reliance Postal Management Approve grant of stock options For Abstain Through a separate resolution, the company is
2017 Industries Ltd. Ballot to the employees of subsidiaries seeking approval to grant options to the employees
of the company under Reliance of its subsidiaries.
Industries Limited Employees
Stock Scheme 2017 (ESOS 2017)
05-Sep- Maruti Suzuki AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 India Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
05-Sep- Maruti Suzuki AGM Management Declare final dividend of Rs. 75.0 For Abstain The dividend in FY17 has increased to Rs. 75. 0
2017 India Ltd. per equity share (face value Rs. from Rs. 35. 0 in FY16. The total dividend outflow
5.0) for FY17 (including dividend tax for FY17) is Rs. 27. 3 bn,
and the dividend payout ratio is 37. 2%. This year’s
dividend payout ratio is almost 2x the dividend
payout in FY16 and FY15.
05-Sep- Maruti Suzuki AGM Management Reappoint Toshihiro Suzuki (DIN: For Abstain Toshihiro Suzuki, 59, represents the promoter group
2017 India Ltd. 06709846) as a Non-Executive on the board. His reappointment meets all statutory
Non-Independent Director requirements.
05-Sep- Maruti Suzuki AGM Management Reappoint Shigetoshi Torii (DIN: For Abstain Shigetoshi Torii, 58, is currently Head – Operations.
2017 India Ltd. 06437336) as an Executive He has been on the board of MSIL for the past
Director three years. His reappointment meets all statutory
requirements.
05-Sep- Maruti Suzuki AGM Management Ratify appointment of Deloitte For Abstain The ratification of Deloitte Haskins & Sells LLP’s
2017 India Ltd. Haskins & Sells LLP as statutory appointment is in line with our Voting Guidelines on
auditors for FY18 and fix their Auditor (Re)appointment and with the requirements
remuneration of Section 139 of the Companies Act 2013.
05-Sep- Maruti Suzuki AGM Management Reappoint Shigetoshi Torii (DIN: For Abstain Shigetoshi Torii, 58, joined MSIL in 2012. He was
2017 India Ltd. 06437336) as Director (Production) appointed as Director (Production) in FY14 for
for three years, w.e.f. 31 July 2017 three years. MSIL proposes to extend his tenure
by another three years. His proposed remuneration
is likely to range between Rs. 34. 3 mn and Rs.
54. 1 mn, which is commensurate with the size
and complexity of the business, and comparable
to peers.
05-Sep- Maruti Suzuki AGM Shareholder Appoint Ms. Renu Sud Karnad For Abstain Ms. Renu Sud Karnad, 64, is a graduate in
2017 India Ltd. (DIN: 00008064) as an Economics and Law from from University of Delhi
Independent Director for five years, and University of Mumbai, respectively. She has
w.e.f. 27 July 2017 been the MD of HDFC Ltd. For the past seven
years. She is also on the board of HDFC Ltd. , ABB
India Ltd. , HDFC Bank Ltd. And Gruh Finance Ltd.
05-Sep- Maruti Suzuki AGM Management Approve remuneration of Rs. 0.22 For Abstain The total remuneration proposed is reasonable
2017 India Ltd. mn for RJ Goel & Co. as cost compared to the size and scale of the company’s
auditors for FY18 operations.
05-Sep- Maruti Suzuki AGM Management A d o p t n e w s e t o f A r t i c l e s For Abstain The revised AoA and MoA are being adopted to
2017 India Ltd. of Association (AoA) and comply with the provisions of Companies Act, 2013.
Memorandum of Association (MoA)
in conformity with Companies Act
2013

159
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
08-Sep- Alkem AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 Laboratories Ltd statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
08-Sep- Alkem AGM Management Confirm interim dividend of Rs.6.0 For Abstain The total dividend for FY17 is Rs. 15. 0/- per share
2017 Laboratories Ltd per equity share and declare final and the total dividend outflow (including dividend tax
dividend of Rs.9.0 per equity share for FY17) is Rs. 2. 2 bn, while the dividend payout
(FV Rs.2.0) ratio is 24. 4%.
08-Sep- Alkem AGM Management Reappoint Balmiki Prasad Singh For Abstain Balmiki Prasad Singh, 62, is part of the promoter
2017 Laboratories Ltd (DIN 00739856) as a Director family. He has attended 50% of the board meetings
retiring by rotation held in FY17 and 55% over a two-year period (since
listing). While attendance is not a criterion for
deciding on reappointment of promoter executives,
we expect directors to take their responsibilities
seriously and attend all meetings.
08-Sep- Alkem AGM Management Ratify B S R & Co. LLP as statutory For Abstain Alkem Laboratories Limited (ALL) proposes to
2017 Laboratories Ltd auditors for FY18 and fix their ratify B S R & Co. LLP (part of the KPMG audit
remuneration network) as statutory auditors. The ratification
of their reappointment is in line with our Voting
Guidelines on Auditor (Re)Appointments and with
the requirements of Section 139 of the Companies
Act 2013.
08-Sep- Alkem AGM Management Ratify remuneration of Rs. 850,000 For Abstain The remuneration proposed to be paid to the cost
2017 Laboratories Ltd payable to Suresh D. Shenoy, as auditor in FY18 is reasonable compared to the size
cost auditor for FY18 and scale of operations.
08-Sep- Alkem AGM Management Appoint Dr. Dheeraj Sharma (DIN: For Abstain Dr. Dheeraj Sharma, 41, is director of IIM – Rohtak
2017 Laboratories Ltd 07683375) as an Independent and professor at IIM – Ahmedabad. His appointment
Director for a period of five years is in line with all the statutory requirements.
with effect from 26 May 2017
12-Sep- GAIL (India) Ltd. AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 consolidated financial statements
for the year ended 31 March 2017
12-Sep- GAIL (India) Ltd. AGM Management Confirm interim dividend of Rs.8.50 For For The total outflow on account of dividend is Rs. 19.
2017 per equity share and declare final 9 bn. The dividend payout is 56. 7% v/s 37. 7% in
dividend of Rs.2.70 per equity the previous year.
share of Rs.10 each
12-Sep- GAIL (India) Ltd. AGM Management Reappoint Dr. Ashutosh Karnatak For For Dr. Ashutosh Karnatak (DIN: 03267102) is
2017 as Director, liable to retire by Wholetime Director (Projects). His reappointment
rotation is in line with all statutory requirements.
12-Sep- GAIL (India) Ltd. AGM Management Fix remuneration of joint statutory For For The Comptroller & Auditor General of India (C&AG)
2017 auditors to be appointed by the appoints the statutory auditors. As per Section
Comptroller and Auditor General 142 of the Companies Act, 2013, shareholder
of India for FY18 approval is required to authorize the board to
fix the remuneration of statutory auditors at
appropriate level. The total audit fees of Rs. 6. 1
mn in FY17 (excluding tax and reimbursements)
is commensurate with the size and complexity of
the company: we expect audit fees in FY18 to be
in same range.
12-Sep- GAIL (India) Ltd. AGM Management Appoint Dinkar Prakash Srivastava For For Dinkar Prakash Srivastava (DIN: 07418753) is
2017 as Independent Director for three former IFS officer. His appointment is in line with
years beginning 31 January 2017 all statutory requirements.
12-Sep- GAIL (India) Ltd. AGM Management Appoint Dr. Anup K. Pujari as For For Dr. Anup K. Pujari (DIN: 02556335) is former IAS
2017 Independent Director for three officer. His appointment is in line with all statutory
years beginning 31 January 2017 requirements.
12-Sep- GAIL (India) Ltd. AGM Management Appoint PK Gupta as Wholetime For For PK Gupta is Mechanical Engineer. He has over
2017 Director (Human Resources) three decades of experience in Oil & Gas Sector.
beginning 1 February 2017 and His terms of appointment are not disclosed. He was
fix his remuneration appointed to the board on 1 February 2017 and was
paid Rs. 0. 9 mn for his two months of service during
FY17. 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.

160
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
12-Sep- GAIL (India) Ltd. AGM Management Appoint Gajendra Singh as For For Gajendra Singh holds M. Sc. In Physics. He has
2017 Wholetime Director (Marketing) over three decades of experience in hydrocarbon
beginning 5 April 2017 and fix his sector. His terms of appointment are not disclosed.
remuneration He was appointed to the board on 5 April 2017.
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.
12-Sep- GAIL (India) Ltd. AGM Management Ratify remuneration of Rs.2.1 mn For For GAIL proposes to ratify remuneration of Rs. 2. 1
2017 paid to cost accountants for FY17 mn paid to its cost auditors for FY17 and authorize
and payable in FY18 the board to fix the remuneration of cost auditors
for FY18. The FY17 remuneration is reasonable
compared to the size and scale of operations.
The company has not disclosed the remuneration
proposed in FY18. We expect it to be in the same
range.
12-Sep- GAIL (India) Ltd. AGM Management Approve related party transaction For For GAIL holds 12. 5% in Petronet LNG Ltd (Petronet
2017 upto Rs.191 bn with Petronet LNG LNG). GAIL procures LNG cargoes and re-gasified
Ltd during FY18 Liquefied Natural Gas from Petronet LNG. GAIL
also uses regasification facilities of Petronet LNG
(located at Dahej, Gujarat and Kochi, Kerala). The
value of these transaction in FY17 aggregated Rs.
131 bn. The transactions are in ordinary course of
business and at arm’s length.
12-Sep- GAIL (India) Ltd. AGM Management I n c r e a s e a u t h o r i z e d s h a r e For For Increase in authorized share capital will require
2017 capital from Rs.20 bn to Rs.50 alteration to Memorandum and Articles of
bn and subsequent alteration Association.
to Memorandum and Articles of
Association
12-Sep- GAIL (India) Ltd. AGM Management Alteration to Article 40 of the For For In order to reissue and consolidate its debt
2017 Articles of Association to enable securities, the company is required to take an
consolidation and re-issuance of enabling provision as per the recent SEBI circular.
debt securities GAIL has raised funds through issuance of debt
securities including debentures to finance its
ongoing capital expenditure. The proposal seeks
approval to comply with SEBI’s requirement.
12-Sep- GAIL (India) Ltd. AGM Management Issuance of non-convertible For For The proposed issuance will be carved out of
2017 bonds upto Rs.25 bn on private the company’s borrowing limit. The company’s
placement basis automatic borrowing limit is Rs. 381. 5 bn.
14-Sep- Asian Paints Ltd. NCM Management Approve amalgamation of Asian For For Asian Paints (International) Limited is primarily
2017 Paints (International) Limited engaged in the business of investment holding.
(APIL), a wholly owned subsidiary, As per the scheme, there will be no issuance of
with Asian Paints Limited shares and the entire equity share capital of Asian
Paints (International) Limited will be cancelled. The
proposed amalgamation will result in simplification
of the existing organizational structure and
reduction of administrative and operating costs.
There will be no change in the economic interest in
Asian Paints Limited for the shareholders.
15-Sep- Petronet LNG AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Ltd. for the year ended 31 March 2017
15-Sep- Petronet LNG AGM Management Declare final dividend of Rs.5 per For For After adjusting for bonus issuance of one equity
2017 Ltd. equity share of Rs.10 each share for one equity share of Rs. 10 each held in
the company, dividend per share reduces to Rs. 2.
50 per equity share. The total outflow on account
of dividend is Rs. 4. 5 bn v/s Rs. 2. 3 bn in FY16.
The dividend payout is 26. 5% v/s 24. 7% in the
previous year.
15-Sep- Petronet LNG AGM Management Reappoint KD Tripathi as Non- For For KD Tripathi (DIN: 07239755), IAS, is the Secretary
2017 Ltd. Executive Non-Independent to the Government of India in the Ministry of
Director Petroleum & Natural Gas. He is the nominee of
the Government of India and the Chairperson of
the company. His reappointment is in line with all
statutory requirements.
15-Sep- Petronet LNG AGM Management Reappoint Subir Purkayastha as For For Subir Purkayastha (DIN 06850526) is the Wholetime
2017 Ltd. Non-Executive Non-Independent Director (Finance) of GAIL and its nominee director.
Director His reappointment is in line with all statutory
requirements.

161
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
15-Sep- Petronet LNG AGM Management Reappoint DK Sarraf as Non- For For DK Sarraf (DIN 00147870) is the Chairperson
2017 Ltd. Executive Non-Independent and Managing Director of ONGC and its nominee
Director director. His reappointment is in line with all
statutory requirements.
15-Sep- Petronet LNG AGM Management Reappoint TR Chadha & Co LLP For For TR Chadha & Co LLP have been the statutory
2017 Ltd. as statutory auditor for five years auditors for the past five years. They are proposed
and fix their remuneration for FY18 to be reappointed for five years with a remuneration
of Rs. 1. 05 mn for FY18 excluding out of pocket
expenses and applicable taxes. Their reappointment
is in line with all statutory requirements.
15-Sep- Petronet LNG AGM Shareholder Appoint GK Satish as Non- For For GK Satish (DIN 06932170) is Wholetime Director
2017 Ltd. Executive Non-Independent (Planning & Business Development) of IOCL and
Director its nominee director. His appointment is in line with
all statutory requirements.
15-Sep- Petronet LNG AGM Shareholder Appoint Dr. T Natarajan as Non- For For Dr. T Natarajan (DIN 00396367), IAS, is the Joint
2017 Ltd. Executive Non-Independent Managing Director of Gujarat State Petroleum
Director Corporation Limited and Gujarat State Petronet
Limited. He is the nominee director of Gujarat
Maritime Board. He did not attend either of the
two board meetings held after his appointment
on 1 October 2016. We expect directors to take
their responsibilities seriously and attend all board
meetings.
15-Sep- Petronet LNG AGM Shareholder Appoint D Rajkumar as Non- For For D Rajkumar (DIN 00872597) is the Chairperson
2017 Ltd. Executive Non-Independent and Managing Director of BPCL and its nominee
Director director. His appointment is in line with all statutory
requirements.
15-Sep- Petronet LNG AGM Management A p p r o v e r e m u n e r a t i o n o f For For The proposed remuneration of the cost auditors
2017 Ltd. Rs.99,990 payable to KL Jaisingh is reasonable compared to the size and scale of
& Co, cost accountants for FY18 operations.
15-Sep- Petronet LNG AGM Management Approve related party transactions For For The company has an existing arrangement with
2017 Ltd. for FY18 companies including BPCL, IOCL, GAIL, ONGC,
Adani Petronet (Dahej) Port Pvt Ltd, Petronet LNG
foundation and Indian LNG Transport Company
(No. 4) Pvt. Ltd for LNG sales and regasification
services. In FY17, the total quantum of transactions
amounted to Rs. 234. 4 bn (~94% of revenues).
To execute these contracts, the company seeks
to approve transactions to be undertaken in FY18
with these entities and its other associates and JVs.
According to the company, it is currently not possible
to ascertain the exact value of the transactions to
be undertaken in FY18. However, the company
has specified that these transactions will be in the
ordinary course of business and at arms-length.
15-Sep- Petronet LNG AGM Management Appoint Subhash Kumar as For For Subhash Kumar is a Cost Accountant and Company
2017 Ltd. Wholetime Director (Finance) for Secretary. He was appointed as Wholetime Director
five years beginning 5 August 2017 (Finance) for five years on 5 August 2017. His
and fix his remuneration proposed remuneration is not disclosed: but,
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.
15-Sep- Petronet LNG AGM Management Reappoint Rajender Singh as For For Rajender Singh has experience in handling oil & gas
2017 Ltd. Wholetime Director (Technical) projects from conceptualization to commissioning
from 14 November 2017 until 19 stage. He was reappointed on 14 November
July 2019 and fix his remuneration 2017 until he superannuates on 19 July 2019. He
was paid Rs. 8. 5 mn for in FY17. His proposed
remuneration is not disclosed: but, 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.
15-Sep- Petronet LNG AGM Management Increase FII investment limit from For For This is an enabling provision, which will enable FIIs
2017 Ltd. 30% to 40% of the paid-up equity to further invest in the company.
share capital

162
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
15-Sep- Hindustan AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Petroleum for the year ended 31 March 2017
Corpn. Ltd.
15-Sep- Hindustan AGM Management Confirm interim dividend of For For The total outflow on account of dividend is Rs. 36.
2017 Petroleum Rs.28.90 per equity share and 7 bn. The dividend payout is 59. 1% v/s 37. 8% in
Corpn. Ltd. declare final dividend of Rs.1.10 the previous year.
per equity share of Rs.10 each
15-Sep- Hindustan AGM Management Reappoint Sandeep Poundrik as For For Sandeep Poundrik (DIN: 01865958) is Joint
2017 Petroleum Non-Executive Non-Independent Secretary (Refineries) of the Ministry of Petroleum
Corpn. Ltd. Director & Natural Gas. His reappointment is in line with all
statutory requirements.
15-Sep- Hindustan AGM Management Reappoint J Ramaswamy as For For J Ramaswamy (DIN: 06627920) is the Wholetime
2017 Petroleum Director, liable to retire by rotation Director (Finance). His reappointment is in line with
Corpn. Ltd. all statutory requirements.
15-Sep- Hindustan AGM Management Appoint S Jeyakrishnan as For For S Jeyakrishnan is associated with the company
2017 Petroleum Wholetime Director (Marketing) for since 1981 and has experience in marketing. S
Corpn. Ltd. five years beginning 1 November Jeyakrishnan was appointed on the board on 1
2016 and fix his remuneration November 2016 and was paid Rs. 1. 7 mn for
his five months of service in FY17. His proposed
remuneration is not disclosed: remuneration in
public sector enterprises is usually not high. As
a good practice, we expect PSE’s to disclose the
proposed remuneration to its shareholders through
the AGM notice.
15-Sep- Hindustan AGM Management Appoint Vinod S Shenoy as For For Vinod S Shenoy is a Bachelor in Chemical
2017 Petroleum Wholetime Director (Refineries) for Engineering from IIT Bombay. He is associated
Corpn. Ltd. five years beginning 1 November with the company since 1985. He was appointed
2016 and fix his remuneration on the board on 1 November 2016 and was paid
Rs. 1. 6 mn for his five months of service each in
FY17. His proposed remuneration is not disclosed:
remuneration in public sector enterprises is usually
not high. As a good practice, we expect PSE’s
to disclose the proposed remuneration to its
shareholders through the AGM notice.
15-Sep- Hindustan AGM Shareholder Appoint Ms. Asifa Khan as For For Ms. Asifa Khan has experience in print and
2017 Petroleum Independent Director for three electronic media journalism, representation and
Corpn. Ltd. years beginning 13 February 2017 analysis. Her appointment is in line with all statutory
requirements.
15-Sep- Hindustan AGM Shareholder Appoint GV Krishna as Independent For For GV Krishna is a Chartered Accountant. His
2017 Petroleum Director for three years beginning appointment is in line with all statutory requirements.
Corpn. Ltd. 13 February 2017
15-Sep- Hindustan AGM Shareholder Appoint Dr. Trilok Nath Singh as For For Dr. Trilok Nath Singh is Chair Professor at IIT,
2017 Petroleum Independent Director for three Mumbai. His appointment is in line with all statutory
Corpn. Ltd. years beginning 20 March 2017 requirements.
15-Sep- Hindustan AGM Management Approve payment of Rs.295,000 For For The company has appointed ABK & Associates and
2017 Petroleum as remuneration to cost auditors, Dhananjay V Joshi & Associates as cost auditors for
Corpn. Ltd. ABK & Associates and Dhananjay FY18. The total remuneration proposed to be paid
V Joshi & Associates, for FY18 to the cost auditors is reasonable compared to the
size and scale of operations.
15-Sep- Hindustan AGM Management Approve related party transactions For For HMEL is a joint venture of HPCL (48. 9%) and Mittal
2017 Petroleum with HPCL Mittal Energy Limited Energy Investments Pte. Ltd (MEI), Singapore
Corpn. Ltd. aggregating to Rs.454.5 bn in (51. 1%). The company proposes purchase and
FY18 and Rs.487.8 bn in FY19 sale of petroleum products, employee deputation,
infrastructure charges etc. From HMEL during FY18
and FY19. The value of these transactions is likely
to be Rs. 454. 5 bn and Rs. 487. 8 bn in FY18
and FY19 respectively. The transactions are in the
ordinary course of business and at arm’s length.
15-Sep- Hindustan AGM Management P r i v a t e p l a c e m e n t o f n o n - For For The proposed issuance will be carved out of the
2017 Petroleum convertible debentures/bonds company’s borrowing limit of Rs. 300 bn approved
Corpn. Ltd. aggregating to Rs.60 bn by shareholders in August 2014.
15-Sep- Gulf Oil AGM Management Adoption of financial statements For For In line with the voting guidelines of the company.
2017 Lubricants India for the year ended 31 March 2017
Ltd.
15-Sep- Gulf Oil AGM Management Declare dividend of Rs.5 per equity For For The company paid interim dividend of Rs. 3. 5 per
2017 Lubricants India share of face value of Rs.2 each equity share and proposes a final dividend of Rs. 5
Ltd. per equity share of face value Rs. 2 each. The total
outflow on account of dividend is Rs. 507. 8 mn, an
increase from Rs. 417. 6 mn in FY16. The dividend
payout is 41. 9% v/s 41. 6% in the previous year.

163
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
15-Sep- Gulf Oil AGM Management Reappoint Sanjay G Hinduja as For For Sanjay G. Hinduja (DIN:00291692) belongs to
2017 Lubricants India Non-Executive Non-Independent the promoter family and is the Chairperson of the
Ltd. Director, liable to retire by rotation board. His reappointment is in line with all statutory
requirements.
15-Sep- Gulf Oil AGM Management Ratify Price Waterhouse as For For Price Waterhouse was appointed as statutory
2017 Lubricants India statutory auditors and fix their auditors for five years in 2014 AGM. Their
Ltd. remuneration for FY18 ratification is in line with all statutory requirements.
15-Sep- Gulf Oil AGM Management Reappoint Ravi Chawla as the For For Ravi Chawla is a professional. His proposed
2017 Lubricants India Managing Director for three years remuneration is estimated at Rs. 31 mn. This is
Ltd. beginning 6 June 2017 and fix his commensurate with performance of the company
remuneration and comparable to peers.
15-Sep- Gulf Oil AGM Management A p p r o v e r e m u n e r a t i o n o f For For The total remuneration proposed to be paid to the
2017 Lubricants India Rs.275,000 payable to Dhananjay cost auditors is reasonable compared to the size
Ltd. V Joshi & Associates, cost auditors and scale of operations.
for FY18
19-Sep- Bharti Airtel Ltd. NCM Management Approve merger of Telenor (India) For Abstain With this acquisition, Bharti Airtel will add capacity to
2017 Communications Private Limited its existing holding of the 1800 MHz band, instead
with Bharti Airtel Limited of other spectrum bands, leading to significant cost
advantages. Further, Bharti Airtel is only liable to
pay future spectrum payments owed by Telenor
India, while paying only a token consideration of
five equity shares of Bharti Airtel Limited to the
holding company for Telenor India. The acquisition
will entail addition of 44 mn wireless subscribers to
the existing 280. 6 mn subscribers of Bharti Airtel.
Given the scale of Bharti Airtel, the debt levels will
increase only marginally.
19-Sep- Power Grid AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Corpn. Of India consolidated financial statements financials of a company is a critical exercise which
Ltd. for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
19-Sep- Power Grid AGM Management Confirm interim dividend of Re.1 For Abstain The total outflow on account of dividend is Rs. 27.
2017 Corpn. Of India per equity share and declare final 4 bn. The dividend payout ratio is 36. 4% v/s 24.
Ltd. dividend of Rs.3.35 per equity 1% in the previous year.
share of Rs.10 each
19-Sep- Power Grid AGM Management Reappoint Ravi P Singh as For Abstain Ravi P Singh (DIN:05240974) is the Wholetime
2017 Corpn. Of India Director, liable to retire by rotation Director (Personnel). His reappointment is in line
Ltd. with all statutory requirements.
19-Sep- Power Grid AGM Management Fix remuneration of statutory For Abstain The Comptroller & Auditor General of India (C&AG)
2017 Corpn. Of India auditors to be appointed by the has appointed SK Mittal & Co, RG. N. Price & Co,
Ltd. Comptroller and Auditor General Kothari & Co and Parakh & Co. As statutory auditors
of India for FY18 for FY18. As per Section 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. 9 mn in FY17 (excluding tax and
reimbursements) is commensurate with the size
and complexity of the company: we expect audit
fees in FY18 to be in same range.
19-Sep- Power Grid AGM Management Appoint K Sreekant as Wholetime For Abstain K Sreekant has over three decades of experience
2017 Corpn. Of India Director (Finance) for five years in the power sector in fields including accounting,
Ltd. beginning 16 August 2016 and fix long term financial planning, investment appraisals,
his remuneration formulation of capital budgets, resource mobilization
and corporate accounts. He was appointed on the
board on 16 August 2016 and was paid Rs. 1. 9 mn
for his six months of service in FY17. His proposed
remuneration is not disclosed: remuneration in
public sector enterprises is usually not high. The
company has clarified that the term of an executive
director in the public-sector enterprise five years,
or, until the age of superannuation (i. E. 60 years),
or, as per the orders from the respective ministries,
whichever lower. As a good practice, we expect
PSE’s to disclose the proposed remuneration to its
shareholders through the AGM notice.

164
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
19-Sep- Power Grid AGM Management Appoint Prabhakar Singh as For Abstain Prabhakar Singh has experience of over 38 years
2017 Corpn. Of India Wholetime Director (Projects) for in companies including MPSEB, NTPC, Power
Ltd. five years beginning 8 February Grid and Jaypee Powergrid Ltd (a joint venture of
2017 and fix his remuneration JP Power Ventures Limited and POWERGRID) as
Director Projects. He was appointed on the board
on 8 February 2017 and was paid Rs. 1. 1 mn for
his two months of service in FY17. His proposed
remuneration is not disclosed: remuneration in
public sector enterprises is usually not high. The
company has clarified that the term of an executive
director in the public-sector enterprise five years,
or, until the age of superannuation (i. E. 60 years),
or, as per the orders from the respective ministries,
whichever lower. As a good practice, we expect
PSE’s to disclose the proposed remuneration to its
shareholders through the AGM notice.
19-Sep- Power Grid AGM Management A p p o i n t Ts e Te n D o r j i a s For Abstain Tse Dorji (DIN:03469466) a retired civil servant and
2017 Corpn. Of India Independent Director for three has been an former IAS officer. His reappointment
Ltd. years beginning 16 February 2017 is in line with all statutory requirements.
19-Sep- Power Grid AGM Shareholder Appoint Ms. Jyotika Kalra as For Abstain Ms. Jyotika Kalra was appointed as Independent
2017 Corpn. Of India Independent Director beginning Director for three years with effect from 16 February
Ltd. 16 February 2017 to 6 April 2017 2017. She resigned on 6 April 2017 as she was
appointed as the member of the National Human
Rights Commission.
19-Sep- Power Grid AGM Management Approve payment of Rs.250,000 as For Abstain The total remuneration proposed to be paid to the
2017 Corpn. Of India remuneration payable to Chandra cost auditors is reasonable compared to the size
Ltd. Wadhwa & Co, cost auditors for and scale of operations.
FY18
19-Sep- Power Grid AGM Management Increase borrowing limit from For Abstain The company’s outstanding consolidated debt of
2017 Corpn. Of India Rs.1,500 bn to Rs.1,800 bn and Rs. 1,189 bn is 2. 4x the networth and 5. 1x the
Ltd. provide charge on assets EBIDTA as on 31 March 2017. The company’s
bank loans are rated CRISIL AAA/Stable/ CRISIL
A1+, which denotes highest degree of safety
regarding timely servicing of financial obligations.
The company would need to create a charge on
its assets to raise incremental debt: secured debt
usually carries a lower interest cost than unsecured
debt.
19-Sep- Power Grid AGM Management P r i v a t e p l a c e m e n t o f n o n - For Abstain The proposed issuance will be carved out of the
2017 Corpn. Of India convertible debentures/bonds/ company’s borrowing limit.
Ltd. other securities aggregating to
Rs.200 bn
19-Sep- Power Grid AGM Management Alteration to objects clause of the For Abstain With the coming into force of the Companies Act,
2017 Corpn. Of India Memorandum of Association in 2013, some provisions of the existing Memorandum
Ltd. order to bring it in line with the of Association (AoA) of the Company require
Companies Act 2013 alteration or deletion. Accordingly, the company has
proposed modifications to its MoA. The proposed
changes are available in the notice. As a good
practice, we expect companies to upload their
charter documents on their website.
19-Sep- Power Grid AGM Management Alteration to Articles of Association For Abstain With the coming into force of the Companies Act,
2017 Corpn. Of India in order to bring it in line with the 2013, several provisions of the existing Articles of
Ltd. Companies Act 2013 Association (AoA) of the Company require alteration
or deletion. Accordingly, the company has proposed
modifications to its AoA. The proposed changes
are available in the notice. As a good practice,
we expect companies to upload their charter
documents on their website.
20-Sep- Container AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Corpn. Of India consolidated financial statements financials of a company is a critical exercise which
Ltd. for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
20-Sep- Container AGM Management Confirm interim dividend of Rs.9.6 For Abstain The total dividend outflow including dividend tax
2017 Corpn. Of India per equity share and declare final for FY17 is Rs. 4. 4 bn. The dividend payout ratio
Ltd. dividend of Rs.7.5 per equity share is 51. 9%.
of Rs.10 each

165
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
20-Sep- Container AGM Management Reappoint Dr. P Alli Rani (DIN For Abstain Dr. P Alli Rani is Director (Finance). She is liable to
2017 Corpn. Of India 02305257) as an Executive retire by rotation and her reappointment is in line
Ltd. Director with all statutory requirements.
20-Sep- Container AGM Management Reappoint S. K. Sharma (DIN For Abstain S. K. Sharma is a Nominee of Government of India.
2017 Corpn. Of India 07522844) as Non-Executive Non- He is Executive Director Traffic Commercial (Rates),
Ltd. Independent Director Railway Board. He is liable to retire by rotation
and his reappointment is in line with all statutory
requirements. He has attended 71% of the board
meetings held in FY17. We expect directors to
take their responsibilities seriously and attend all
meetings: We have a threshold of minimum 75%
attendance of board meetings held over a three-
year period, when voting for re-appointment.
20-Sep- Container AGM Management Fix remuneration of Arun K Agarwal For Abstain The Comptroller & Auditor General of India (C&AG)
2017 Corpn. Of India & Associates as statutory auditors appoints the statutory auditors. As per Section
Ltd. to be appointed by the Comptroller 142 of the Companies Act, 2013, shareholder
and Auditor General of India for approval is required to authorize the board to fix
FY17 the remuneration of statutory auditors at appropriate
level. Arun K Agarwal & Associates were paid Rs.
3. 9 mn in FY17, which is reasonable: we expect
audit fees in FY18 to be in same range.
20-Sep- Container AGM Management Appoint V. Kalyana Rama (DIN: For Abstain V. Kalyana Rama was appointed as CMD for
2017 Corpn. Of India 07201556) as CMD for five years five years from 1 October 2016 by the Ministry
Ltd. beginning 1 October 2016 and fix of Railways. The appointment is in the pay scale
his remuneration of Rs. 1. 2 mn to Rs. 1. 5 mn. He was paid Rs. 3.
3 mn in FY17. The granular details of proposed
remuneration is not disclosed. Remuneration in
public sector enterprises is usually not high. As
a good practice, we expect PSE’s to disclose the
granular details of proposed remuneration to its
shareholders through the AGM notice.
21-Sep- Cox & Kings Ltd. AGM Management Adoption of standalone and For For In line with the voting guidelines of the company.
2017 consolidated financial statements
for the year ended 31 March 2017
21-Sep- Cox & Kings Ltd. AGM Management Declare final dividend of Re.1 per For For The company proposes to pay final dividend of Re.
2017 share (Face Value: Rs.5.0) 1. 0 per share of FV Rs. 5. 0 for FY17. The dividend
amount including the dividend tax is Rs. 2. 2 bn.
The dividend payout ratio for FY17 is low at 11. 9%.
21-Sep- Cox & Kings Ltd. AGM Management Reappoint Ajay Ajit Peter Kerkar For For Ajay Ajit Peter Kerkar, 48, is part of the promoter
2017 as a Non-Executive, Non- group. He retires by rotation and his reappointment
Independent Director is in line with statutory requirements.
21-Sep- Cox & Kings Ltd. AGM Management Appoint DTS & Associates as For For The company proposes to appoint DTS &
2017 statutory auditors for five years and Associates in place of the retiring auditors,
fix their remuneration Chaturvedi & Shah. DTS & Associates’ appointment
as statutory auditors is in line with our Voting
Guidelines on Auditor (Re)Appointments and with
the requirements of Section 139 of the Companies
Act 2013. As a best practice, the company must
provide a brief profile of the statutory audit firm and
its partners and their relevant experience at the time
of appointment and reappointment.
21-Sep- Cox & Kings Ltd. AGM Management Reappoint Urrshila Kerkar as a For For Urrshila Kerkar, 59, is a promoter executive director.
2017 Whole-Time Director for a period The board believes she has played a vital role
of five years from 31 August 2017 in the development of the outbound leisure and
domestic leisure business and is responsible for the
company’s IT vision. Her proposed remuneration of
upto Rs. 34. 2 mn is commensurate with the size
and complexities of her responsibilities. In FY17
her remuneration of Rs. 25. 0 mn was 58. 51x the
median employee remuneration.
21-Sep- Cox & Kings Ltd. AGM Management Approve private placement of Non- For For The NCDs will be within the overall borrowing limits
2017 Convertible Debentures up to an of Rs. 20. 0 bn. The funds will be used to augment
amount of Rs 8.0 bn long term resources for financing the ongoing
capital expenditure and for general corporate
purposes.

166
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
21-Sep- HCL AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Technologies consolidated financial statements financials of a company is a critical exercise which
Ltd. for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
21-Sep- HCL AGM Management Reappoint Sudhindar Khanna (DIN For Abstain Sudhindar ‘Sid’ Khanna is Chairperson and
2017 Technologies 01529178) as Non-Executive Non- Managing Director of IEP Mumbai, a Private
Ltd. Independent Director Equity Fund. He is liable to retire by rotation
and his reappointment is in line with all statutory
requirements. He has attended 83% of board
meetings held in FY17: we expect directors to
take their responsibilities seriously and attend all
board meetings.
21-Sep- HCL AGM Management Ratify S. R. Batliboi & Co LLP’s For Abstain S. R. Batliboi & Co LLP have been statutory auditors
2017 Technologies reappointment as statutory for the past eight years. Under the Companies Act
Ltd. auditors and fix remuneration 2013, auditor appointment must be ratified annually.
The ratification is in line with our Voting Policy on
Auditor (Re)Appointment and follows the spirit of
Section 139 of the Companies Act, 2013.
21-Sep- HCL AGM Management Reappoint Shiv Nadar (DIN: For Abstain Shiv Nadar, 72, has been the Managing Director
2017 Technologies 00015850) as Managing of the Company since 13 September 1999.
Ltd. Director under the designation The reappointment of Shiv Nadar as Managing
of Chairperson and Chief Director under the designation of Chairperson and
Strategy Officer for five years Chief Strategy Officer is in line with the statutory
from 1 February 2017 and fix his requirements. The proposed remuneration is
remuneration at Rs.50 mn annually capped at Rs. 50. 0 mn (including remuneration
from subsidiaries) which is lower than his FY17
remuneration of Rs. 168 mn. The proposed
remuneration is commensurate with the size and
complexity of the business and in line with the peers.
21-Sep- HCL AGM Shareholder Appoint Deepak Kapoor (DIN For Abstain Deepak Kapoor is the former Chairperson and
2017 Technologies 00162957) as an Independent CEO of PwC India. His appointment is in line with
Ltd. Director for five years from 26 all statutory requirements.
July 2017
22-Sep- Grasim AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Industries Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
22-Sep- Grasim AGM Management Declare final dividend of Rs. 5.5 For Abstain The dividend in FY17 has increased to Rs. 5.
2017 Industries Ltd. per equity share (face value Rs. 5 from Rs. 4. 5 in FY16 (adjusted for split). The
2.0) for FY17 total dividend outflow (including dividend tax for
FY17) is Rs. 3. 1 bn. The dividend payout ratio is
19. 8%, which is lower than the target payout ratio
mentioned in the dividend distribution policy.
22-Sep- Grasim AGM Management Reappoint Kumar Mangalam For Abstain Kumar Mangalam Birla, 50, is the Chairperson of
2017 Industries Ltd. Birla (DIN: 00012813) as a Non- Aditya Birla Group. His reappointment meets all
Executive Non-Independent statutory requirements.
Director
22-Sep- Grasim AGM Management Ratify appointment of BSR & Co. For Abstain The ratification of BSR & Co. LLP’s appointment is
2017 Industries Ltd. LLP as joint statutory auditors for in line with our Voting Guidelines on Auditor (Re)
FY18 and fix their remuneration appointment and with the requirements of Section
139 of the Companies Act 2013.
22-Sep- Grasim AGM Management Appoint SRBC & Co. LLP as joint For Abstain SRBC & Co. LLP’s appointment is in line with our
2017 Industries Ltd. statutory auditors for a period of five Voting Guidelines on Auditor (Re)appointments
years and fix their remuneration and with the requirements of Section 139 of the
Companies Act 2013.
22-Sep- Grasim AGM Management Issuance of Non-Convertible For Abstain The NCDs will be issued within the overall borrowing
2017 Industries Ltd. Debentures (NCDs) on a private limit.
placement basis upto Rs. 30.0 bn
22-Sep- Grasim AGM Management Approve remuneration of Rs. 1.0 For Abstain The total remuneration proposed is reasonable
2017 Industries Ltd. mn for DC Dave & Co. as cost compared to the size and scale of the company’s
auditors for FY18 operations.

167
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
22-Sep- Grasim AGM Management Alter the Articles of Association For Abstain RBI granted Payments Bank License to Aditya Birla
2017 Industries Ltd. (AoA) by inserting new clauses Idea Payments Bank Limited (ABIPBL), a company
63A to 63D jointly promoted by the erstwhile ABNL (51%) and
Idea (49%). Consequent to the amalgamation
of ABNL with Grasim, all ongoing compliances
sustained on erstwhile ABNL in its capacity as the
promoter of ABIPBL would be applicable to Grasim.
One of the conditions of the license requires the
Company to amend its AOA, and insert clauses
which restricts the shareholding by the residents
to fall below 51%, fresh issue or transfer of shares
to the extent of 5% or above, only with the prior
approval of RBI and provides resident shareholders
the power to appoint majority of directors on the
board. The changes in the AoA are necessary.
22-Sep- CG Power AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 And Industrial statements for the year ended financials of a company is a critical exercise which
Solutions Ltd 31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
22-Sep- CG Power AGM Management Reappoint Gautam Thapar (DIN: For Abstain Gautam Thapar, 57, represents the promoter group
2017 And Industrial 00012289) as a Non-Executive on the board. His reappointment meets all statutory
Solutions Ltd Non-Independent Director requirements.
22-Sep- CG Power AGM Management Reappoint Dr. Omkar Goswami For Abstain Dr. Omkar Goswami, 61, has been on the board
2017 And Industrial (DIN: 00004258) as a Non- for the past 14 years. His reappointment meets all
Solutions Ltd Executive Non-Independent statutory requirements.
Director
22-Sep- CG Power AGM Management Ratify appointment of Chaturvedi & For Abstain The ratification of Chaturvedi & Shah’s appointment
2017 And Industrial Shah as statutory auditors for FY18 is in line with our Voting Guidelines on Auditor (Re)
Solutions Ltd and fix their remuneration appointment and with the requirements of Section
139 of the Companies Act 2013.
22-Sep- CG Power AGM Management Approve remuneration of Rs. For Abstain The total remuneration proposed is reasonable
2017 And Industrial 0.5 mn for Ashwin Solanki & compared to the size and scale of the company’s
Solutions Ltd Associates as cost auditors for operations.
FY18
22-Sep- CG Power AGM Shareholder Appoint Jitender Balakrishnan For Abstain Jitender Balakrishnan, 68, is a graduate in
2017 And Industrial (DIN: 00028320) as an Mechanical Engineering from NIT, Madras
Solutions Ltd Independent Director for five years, University. He has over 39 years of financial
w.e.f. 2 May 2017 sector. He is a former Deputy Managing Director of
IDBI Bank Ltd. His appointment as an independent
director meets all statutory requirements.
23-Sep- Bharat Forge Postal Management Approve increase in authorized For For The company proposes to increase the authorized
2017 Ltd. Ballot share capital to Rs. 2.4 bn and share capital to Rs. 2. 4 bn (975 mn equity shares
consequently alter the capital of Rs. 2 each, 43 mn cumulative preference shares
clause of the Memorandum of of Rs. 10 each and 2 mn unclassified shares of Rs.
Association (MOA) 10 each) from Rs. 1. 05 bn (300 mn equity shares
of Rs. 2 each, 43 mn cumulative preference shares
of Rs. 10 each and 2 mn unclassified shares of Rs.
10 each). This is to accommodate issue of bonus
shares discussed in resolution 2.
23-Sep- Bharat Forge Postal Management Issue one equity share of Rs.2 For For The bonus issue will increase the liquidity of the
2017 Ltd. Ballot each as bonus for each equity equity shares with higher floating stock and make
share held in the company the equity shares more affordable.
25-Sep- HT Media Ltd. AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 consolidated financial statements financials of a company is a critical exercise which
for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
25-Sep- HT Media Ltd. AGM Management To declare final dividend of Rs.0.4 For Abstain The company has proposed a final dividend of
2017 per equity share (face value Rs. 0. 4 per equity share of face value Rs. 2. 0 for
Rs.2.0) the year ended 31 March 2017. The total dividend
outflow including dividend tax for FY17 is Rs. 0. 1
bn. The dividend payout ratio is 18. 0%.

168
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
25-Sep- HT Media Ltd. AGM Management Reappoint Priyavrat Bhartia as a For Abstain Priyavrat Bhartia is part of the promoter group.
2017 Non-Executive, Non-Independent He has attended 60% of the board meetings in
Director FY17 and 81. 3% of the meetings over the past
three years. We expect directors to take their
responsibilities seriously and attend all meetings.
25-Sep- HT Media Ltd. AGM Management Appoint Price Waterhouse & Co For Abstain The company proposes to appoint Price
2017 Chartered Accountants LLP as Waterhouse & Co Chartered Accountants LLP as
statutory auditors for five years and statutory auditors in place of the retiring auditors,
fix their remuneration SR Batliboi & Co. LLP. Price Waterhouse &
Co Chartered Accountants LLP’s appointment
as statutory auditors is in line with our Voting
Guidelines on Auditor (Re)Appointments and with
the requirements of Section 139 of the Companies
Act 2013.
25-Sep- HT Media Ltd. AGM Management Approve private placement of For Abstain The debentures issued will be within the overall
2017 non-convertible debentures of up borrowing limits.
to Rs. 4.0 bn
25-Sep- Mahanagar Gas AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
25-Sep- Mahanagar Gas AGM Management Confirm interim dividend of Rs.8 For Abstain The total dividend (including dividend tax) is Rs. 2.
2017 Ltd per equity share and approve final 3 bn. The dividend payout ratio is 57. 4% v/s 60.
dividend of Rs.11 per equity share 5% in the previous year.
of face value of Rs.10 each
25-Sep- Mahanagar Gas AGM Management Reappoint Akhil Mehrotra as For Abstain Akhil Mehrotra (DIN: 07197901) is the Chairperson
2017 Ltd Non-Executive Non-Independent of the company. He is nominated by BG Asia Pacific
Director Holdings Pte. Limited – promoter of the company.
His reappointment is in line with all statutory
requirements.
25-Sep- Mahanagar Gas AGM Management Appoint SRBC & Co LLP as For Abstain SRBC & Co will replace Deloitte Haskins & Sells
2017 Ltd statutory auditors for five years as statutory auditors. Their appointment is in line
and fix their remuneration with all statutory requirements.
25-Sep- Mahanagar Gas AGM Management A p p r o v e r e m u n e r a t i o n o f For Abstain The total remuneration proposed to be paid to the
2017 Ltd Rs.315,000 payable to Dhananjay cost auditors is reasonable compared to the size
V Joshi & Associates, cost auditors and scale of operations.
for FY18
25-Sep- Mahanagar Gas AGM Shareholder Appoint Ms. Radhika Haribhakti For Abstain Ms. Radhika Haribhakti (DIN:02409519) heads RH
2017 Ltd as Independent Director for three Financial (Advisory firm). Her appointment is in line
years beginning 5 March 2017 with all statutory requirements.
25-Sep- Mahanagar Gas AGM Management Reappoint Jainendar Kumar Jain For Abstain Jainendar Kumar Jain (DIN:00066452) is the former
2017 Ltd as Independent Director for one Wholetime Director (Finance) of GAIL 1996 - 2005).
year beginning 5 March 2017 His reappointment is in line with all statutory
requirements.
25-Sep- Mahanagar Gas AGM Management Reappoint Ms. Susmita Sengupta For Abstain Ms. Susmita Sengupta is nominee of BG Asia Pacific
2017 Ltd as Wholetime Director (Technical) Holdings Pte. Ltd (promoter with 32. 5% ownership
for one year beginning 11 February in the company). Her proposed remuneration is
2017 and fix her remuneration estimated at Rs. 36. 6 mn which is in line with peers
and commensurate with the size and performance
of the company. It is unclear whether Ms. Susmita
Sengupta is being remunerated from the parent
company as well: we discourage the practice of
remuneration from multiple sources.
25-Sep- Mahanagar Gas AGM Shareholder Appoint Virendra Nath Datt as For Abstain Virendra Nath Datt (DIN:07823778) is Wholetime
2017 Ltd Non-Executive Non-Independent Director (Corporate Strategy, Planning & Advocacy)
Director beginning 28 May 2017 of GAIL. His appointment is in line with all statutory
requirements.
25-Sep- Mahanagar Gas AGM Shareholder Appoint Sunil Porwal as Non- For Abstain Sunil Porwal (DIN:03500367) is Additional
2017 Ltd Executive Non-Independent Chief Secretary (Industries) of Government of
Director beginning 26 May 2017 Maharashtra. His appointment is in line with all
statutory requirements.

169
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
25-Sep- Mahanagar Gas AGM Management Enter into related party transactions For Abstain In FY17 the company purchased and transported
2017 Ltd aggregating Rs.14 bn in FY18 and gas aggregating Rs. 10. 8 bn in FY17 from related
Rs.18.5 bn in FY19 parties and fellow subsidiaries. Similar transactions
are likely in FY18 and FY19 aggregating to Rs. 14
bn and Rs. 18. 5 bn respectively. The proposed
transactions are in ordinary course and at arm’s
length.
25-Sep- Kaveri Seed Co. AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
25-Sep- Kaveri Seed Co. AGM Management Reappoint C. Vamsheedhar (DIN For Abstain C. Vamsheedhar, 46, is promoter director
2017 Ltd. :01458939) as a Director retiring and has been with the company for 10 years.
by rotation His reappointment is in line with the statutory
requirements.
25-Sep- Kaveri Seed Co. AGM Management Appoint M. Bhaskar Rao & Co. as For Abstain M. Bhaskar Rao & Co. Are replacing P. R. Reddy &
2017 Ltd. statutory auditors for five years and Co. As the statutory auditors. Their appointment is
fix their remuneration in line with our voting policy and also complies with
Section 139 of the Companies Act 2013.
26-Sep- Max Financial AGM Management Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 Services Ltd statements for the year ended 31 financials of a company is a critical exercise
March 2017 which often requires first-hand information and
proper due diligence. We do not provide voting
recommendations on resolutions for adoption of
accounts, given the limited time between receipt
of the annual report and the shareholder meeting,
but provide analysis of critical ratios.
26-Sep- Max Financial AGM Management Adoption of consolidated financial For Abstain We believe that a comprehensive review of the
2017 Services Ltd statements for the year ended 31 financials of a company is a critical exercise
March 2017 which often requires first-hand information and
proper due diligence. We do not provide voting
recommendations on resolutions for adoption of
accounts, given the limited time between receipt
of the annual report and the shareholder meeting,
but provide analysis of critical ratios.
26-Sep- Max Financial AGM Management Reappoint Ashwani Windlass For Abstain Ashwani Windlass is the Former Vice Chairperson
2017 Services Ltd (DIN:00042686) as director liable of Max Ventures and a non-executive director on the
to retire by rotation board. He retires by rotation and his reappointment
is in line with all statutory requirements.
26-Sep- Max Financial AGM Management Appoint Sanjay Nayar as a Non- For Abstain Sanjay Nayar (DIN: 00002615), 55, is the CEO
2017 Services Ltd Executive Non-Independent of KKR, India and its nominee on the board of
Director the company. His appointment meets all statutory
requirements.
26-Sep- Max Financial AGM Management Ratify appointment of Deloitte For Abstain Deloitte Haskins & Sells were appointed as statutory
2017 Services Ltd Haskins & Sells as statutory auditors in the AGM of 2015 for a period of five
auditors for FY17 years. The ratification of Deloitte Haskins & Sells’
appointment as statutory auditors is in line with
our Voting Policy on Auditor Appointment and with
the requirements of Section 139 of the Companies
Act 2013.
26-Sep- Max Financial AGM Management Revision in remuneration of Mohit For Abstain Mohit Talwar’s remuneration (including performance
2017 Services Ltd Talwar as the Managing Director bonus and ESOPs) aggregated Rs. 77. 4 mn in
till from 1 April 2017 till 14 January FY17. His proposed remuneration can go upto
2019 at a maximum of Rs.150 mn a maximum of Rs 150. 0 mn (including value of
ESOPs). While his proposed remuneration is high
compared to peers, we believe the board will remain
judicious in deciding his annual remuneration as
in the past.
26-Sep- Sun AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Pharmaceutical consolidated financial statements financials of a company is a critical exercise which
Inds. Ltd. for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.

170
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
26-Sep- Sun AGM Management Declare final dividend of Rs.3.5 per For Abstain The total dividend for FY17 is Re. 1. 0/- per share
2017 Pharmaceutical equity share (face value of Re.1.0) and the total dividend outflow (including dividend
Inds. Ltd. tax for FY17) is Rs. 10. 1 bn.
26-Sep- Sun AGM Management Reappoint Sailesh T. Desai (DIN: For Abstain Sailesh T. Desai, 62, is an entrepreneur with over
2017 Pharmaceutical 00005443) as a Director retiring 30 years of experience. His reappointment is in line
Inds. Ltd. by rotation with all statutory requirements.
26-Sep- Sun AGM Management Reappoint Israel Makov (DIN: For Abstain Israel Makov ,78, is Chairperson. His reappointment
2017 Pharmaceutical 05299764) as a Director retiring is in line with all statutory requirements.
Inds. Ltd. by rotation
26-Sep- Sun AGM Management Appoint S R B C & Co. as statutory For Abstain S R B C & Co. ’s appointment is in line with our
2017 Pharmaceutical auditors for a term of five years and Voting Guidelines on Auditor (Re)appointments
Inds. Ltd. fix their remuneration and with the requirements of Section 139 of the
Companies Act 2013.
26-Sep- Sun AGM Management Ratify remuneration of Rs.1.9 mn For Abstain The proposed remuneration to be paid to the cost
2017 Pharmaceutical payable to Kailash Sankhlecha auditor in FY18 is reasonable compared to the size
Inds. Ltd. & Associates, as cost auditors and scale of operations.
for FY18
26-Sep- Sun AGM Management A p p o i n t K a l y a n a s u n d a r a m For Abstain Kalyanasundaram Subramanian, 63, has been with
2017 Pharmaceutical Subramanian (DIN: 00179072) as the company since 2010. His appointment is in line
Inds. Ltd. a Director liable to retire by rotation with all statutory requirements.
26-Sep- Sun AGM Management A p p o i n t K a l y a n a s u n d a r a m For Abstain The company proposes to appoint Kalyanasundaram
2017 Pharmaceutical Subramanian (DIN: 00179072) as Subramanian as Whole-time Director for a period of
Inds. Ltd. Whole-time Director for a period of two years. He has also been appointed as CEO and
two years beginning 14 February Whole-time Director of Sun Pharma Laboratories
2017 without any remuneration Limited (SPLL), a wholly owned subsidiary for a
period of two years and will be paid remuneration
from SPLL - the quantum of which has not been
specified. For greater clarity, the company should
have provided more granular information on the pay
structure. We believe that shareholders must get
an opportunity to vote on an Executive Director’s
remuneration. While compliant with law, we believe
that this structure of paying remuneration via a
100% subsidiary is not a good governance practice.
26-Sep- Sun AGM Management Reappoint Dilip S. Shanghvi For Abstain Dilip S. Shangvi, 61, is promoter director. He is
2017 Pharmaceutical (DIN: 00005588) as Managing also Chairperson and Managing Director of Sun
Inds. Ltd. Director for a period of five years Pharma Advanced Research Company Limited
beginning 1 April 2018 and fix his (group entity) and does not draw any remuneration
remuneration from 1 April 2018 from the entity. His reappointment is in line with all
until 31 March 2021 statutory requirements. The company proposes to
revise his maximum remuneration to Rs. 81. 0 mn.
Due to inadequacy of profits he was paid Rs. 31.
8 mn in FY17 as against his entitled remuneration
of Rs. 39. 3 mn. The past remuneration and
proposed maximum remuneration to Dilip Shanghvi
is commensurate with the company size and
performance. Also, the proposed maximum
remuneration is in line with that of industry peers.
Notwithstanding, as a good governance practice,
companies must cap the absolute amount of short
term incentives payable to board members.
26-Sep- Sun AGM Management Approve related party transactions For Abstain The transactions with AML aggregated Rs. 26 bn
2017 Pharmaceutical with Aditya Medisales Limited in FY17 and the company now seeks approval for
Inds. Ltd. (AML) for a period of five years similar transactions for five years. The transactions
in FY18 will be capped at Rs. 50 bn, and will increase
in value in the subsequent years. All transactions to
be carried out will be on an arm’s length basis and
will be primarily of sales, purchases of goods or
materials, availing or rendering of services, leasing
of property. While the company has not ascribed
a monetary value or cap to the transactions apart
from those in FY18, it has provided a period of five
years for the proposed transactions.
26-Sep- Max India Ltd AGM Management a. Adoption of standalone financial For Abstain We believe that a comprehensive review of the
2017 statements for the year ended financials of a company is a critical exercise which
31 March 2017; b. Adoption of often requires first-hand information and proper
consolidated financial statements due diligence. We do not comment on resolutions
for the year ended 31 March 2017 for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.

171
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
26-Sep- Max India Ltd AGM Management Reappoint Rahul Khosla (DIN: For Abstain Rahul Khosla, 58, is the former MD of Max India Ltd.
2017 03597562) as a Non-Executive His reappointment meets all statutory requirements.
Non-Independent Director
26-Sep- Max India Ltd AGM Management Reappoint Mrs. Tara Singh For Abstain Mrs. Tara Singh Vachani, 30, represents the
2017 Vachani (DIN: 02610311) as a promoter family on the board. She attended 50%
Non-Executive Non-Independent of the board meetings in FY17. We recommend
Director directors take their responsibilities seriously and
attend all board meetings.
26-Sep- Max India Ltd AGM Management Ratify appointment of SR Batliboi & For Abstain The ratification of SR Batliboi & Co. ’s appointment
2017 Co. as statutory auditors for FY18 is in line with our Voting Guidelines on Auditor (Re)
and fix their remuneration appointment and with the requirements of Section
139 of the Companies Act 2013.
26-Sep- Max India Ltd AGM Shareholder Appoint Dinesh Kumar Mittal (DIN: For Abstain Dinesh Kumar, 64, is a former IAS officer from the
2017 00040000) as an Independent batch of 1977 and has served the Government of
Director for five years, w.e.f. 9 India in various capacities, including Secretary,
November 2017 Department of Financial Services, Secretary,
Ministry of Corporate Affairs and Additional
Secretary, Department of Commerce. His
appointment as an independent director meets all
statutory requirements.
26-Sep- Max India Ltd AGM Management Revise remuneration terms of For Abstain Mohit Talwar is also the Managing Director of Max
2017 Mohit Talwar, Managing Director Financial Services Ltd. (MFSL), from which he
for three years, w.e.f. 1 April 2017 will be receiving a remuneration of upto Rs. 150
to 31 March 2020 to a maximum mn, in addition to his remuneration in Max India.
of Rs.150 mn His aggregate remuneration from both companies
is high compared to the combined size of the
businesses, and higher than peers. Further, the
proposed remuneration in Max India at Rs. 150
mn is a significant increase from his Rs. 21. 2 mn
remuneration in FY17.
27-Sep- Aarti Industries AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 Ltd. for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
27-Sep- Aarti Industries AGM Management Approve final dividend of Re.1 For Abstain The total dividend payout (including dividend
2017 Ltd. per equity share of face value distribution tax) for FY17 aggregates to Rs. 98. 8 bn.
Rs.5 each The dividend payout ratio for FY17 was low at 3. 2%.
27-Sep- Aarti Industries AGM Management Reappoint Manoj M Chheda as For Abstain Manoj M Chheda (DIN: DIN: 00022699) is
2017 Ltd. Director, liable to retire by rotation the Wholetime Director of the company. His
reappointment is in line with all statutory
requirements.
27-Sep- Aarti Industries AGM Management Reappoint Kirit R Mehta as For Abstain Kirit R Mehta (DIN: 00051703) is the Wholetime
2017 Ltd. Director, liable to retire by rotation Director of the company. His reappointment is in
line with all statutory requirements.
27-Sep- Aarti Industries AGM Management Appoint Kirtane & Pandit LLP as For Abstain Kirtane & Pandit LLP are replacing Gokhale & Sathe
2017 Ltd. statutory auditors and fix their as the statutory auditors. However, the proposed
remuneration for FY18 appointment for one year is not in line with Section
139(1) of Companies Act 2013, which states that
auditors must be appointed for a period of five years.
The company must issue a corrigendum to modify
the auditor term and comply with the Act.
27-Sep- Aarti Industries AGM Management I n c r e a s e t h e a g g r e g a t e For Abstain We observe that the overall remuneration of
2017 Ltd. commission payable to Wholetime Wholetime Directors in the past five years is
Directors from 2% to 3% of net reasonable and in line with peers. High component
profit beginning 1 April 2017 of variable pay in the overall salary will link their
performance and pay.
27-Sep- Aarti Industries AGM Management Reappoint Rashesh C Gogri as For Abstain Rashesh C Gogri, 42, is an Engineer and belongs
2017 Ltd. Managing Director for five years to the promoter family. He is the Vice Chairperson
beginning 9 June 2017 and Managing Director of the company since 2012.
His proposed remuneration is estimated at Rs. 29.
6 mn, which is in line with peers and commensurate
with the performance of the company. There are
currently six promoter-family members on the
board. This practice of appointing a large number
of family members in executive positions on the
board deters from attracting the right talent to the
company.

172
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
27-Sep- Aarti Industries AGM Management Reappoint Renil R Gogri as For Abstain Renil R Gogri, 30, belongs to the promoter family.
2017 Ltd. Wholetime Director for five years He holds mechanical engineer from IIT, Mumbai
beginning 16 August 2017 and is the Wholetime Director of the company
since August 2012. His proposed remuneration is
estimated at Rs21. 4 mn, which is in line with peers
and commensurate with the performance of the
company. There are currently six promoter-family
members on the board. This practice of appointing
a large number of family members in executive
positions on the board deters from attracting the
right talent to the company.
27-Sep- Aarti Industries AGM Management Reappoint Rajendra V Gogri For Abstain Rajendra V Gogri, 57, is among the founders of
2017 Ltd. as Chairperson and Managing the company. He was first appointed as Managing
Director for five years beginning Director in 1993 and elevated as Chairperson
1 July 2018 & Managing Director in 2012. His proposed
remuneration is estimated at Rs. 29. 6 mn, which
is in line with peers and commensurate with the
performance of the company. There are currently
six promoter-family members on the board. This
practice of appointing a large number of family
members in executive positions on the board deters
from attracting the right talent to the company.
27-Sep- Aarti Industries AGM Management Reappoint Ramdas M Gandhi as For Abstain Ramdas M Gandhi (DIN: 00029437) is Independent
2017 Ltd. Independent Director for five years Director of the company since 1990. We believe the
beginning 27 September 2017 length of the tenure is inversely proportionate to the
independence of a director. If the company believes
it will benefit from Ramdas M Gandhi serving on its
board, it should appoint them as non-independent
director. We do not treat him as Independent due
to long association with the company.
27-Sep- Aarti Industries AGM Management Reappoint Laxmichand K Jain as For Abstain Laxmichand K Jain (DIN: 00042099) is Independent
2017 Ltd. Independent Director for five years Director of the company since 1990. We believe the
beginning 27 September 2017 length of the tenure is inversely proportionate to the
independence of a director. If the company believes
it will benefit from Laxmichand K Jain serving on its
board, it should appoint them as non-independent
director. We do not treat him as Independent due
to long association with the company.
27-Sep- Aarti Industries AGM Management Charge fees from shareholders for For Abstain The company seeks shareholder’s approval to
2017 Ltd. the dispatch of documents in the charge fee in advance (estimated actual expenses)
mode requested by them for delivery of a document requested by them
through a particular mode. However, given the
nature of the charge, this might become a deterrent
for shareholders to seek information.
27-Sep- Aarti Industries AGM Management A p p r o v e r e m u n e r a t i o n o f For Abstain The total remuneration proposed to be paid to the
2017 Ltd. Rs.500,000 payable to Ketki D cost auditors is reasonable compared to the size
Visariya, cost auditors for FY18 and scale of operations.
27-Sep- Aarti Industries AGM Management Issue Non-Convertible Debentures For Abstain The proceeds will be used to finance the company’s
2017 Ltd. upto Rs.3 bn on private placement capital expenditure and for general corporate
basis purposes. The issuance will be within the overall
borrowing limit of Rs. 25 bn approved by the
shareholders in September 2015.
27-Sep- Lupin Ltd. Postal Management To re a p p o i n t D r. Ka ma l K. For Abstain Dr. Kamal K. Sharma, 70, is Executive Vice-
2017 Ballot Sharma (DIN: 00209430) as Vice Chairperson. His reappointment is in line with
Chairperson for a period of one all statutory requirements. He was paid Rs. 184.
year beginning 29 September 2017 6 mn (including stock options value) in FY17,
and fix his remuneration which was in line with peers and commensurate
with the size and performance of the company.
Dr. Kamal K. Sharma is a professional and his
proposed remuneration is estimated at Rs. 213. 7
mn. A large portion of his remuneration is variable,
which aligns pay with performance. Nevertheless,
as the company grows in size, it must consider
setting a cap (in absolute amounts) to the overall
remuneration payable.

173
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
28-Sep- Natco Pharma AGM Management Adoption of standalone and For Abstain We believe that a comprehensive review of the
2017 Ltd. consolidated financial statements financials of a company is a critical exercise which
for the year ended 31 March 2017 often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
28-Sep- Natco Pharma AGM Management Confirm interim dividend of Rs.6.75 For Abstain The total dividend for FY17 is Rs. 6. 75/- per share
2017 Ltd. per equity share (face value of and the total dividend outflow (including dividend tax
Rs.2.0) for FY17) is Rs. 1. 4 bn, while the dividend payout
ratio is 28. 7%.
28-Sep- Natco Pharma AGM Management Reappoint P.S.R.K Prasad (DIN: For Abstain His reappointment is in line with all statutory
2017 Ltd. 07011140) as a Director retiring requirements.
by rotation
28-Sep- Natco Pharma AGM Management Ratify Walker, Chandiok & Co. LLP For Abstain Walker, Chandiok & Co. LLP have been the
2017 Ltd. as statutory auditors for one year company’s statutory auditors for eight years. Their
and fix their remuneration reappointment is in line with our Voting Guidelines
on Auditor (Re)appointments and complies with
the requirements of Section 139 of the Companies
Act 2013.
28-Sep- Natco Pharma AGM Management Reappoint V. C. Nannapaneni For Abstain V. C. Nannapaneni (DIN: 00183315) is Chairperson
2017 Ltd. (DIN: 00183315) as Chairperson and Managing Director; the company seeks
and Managing Director for a period shareholders’ approval to reappoint him as CMD
of two years beginning 1 April 2017 for a period of two years. He was paid Rs. 66. 8 mn
and fix his remuneration (including commission of Rs. 49 mn) in FY16. His
proposed remuneration estimated at Rs. 68. 5 mn
is comparable to industry peers and commensurate
with the size and performance of the company. As
a good practice, companies must cap the absolute
amount of commission payable to board members.
28-Sep- Natco Pharma AGM Management Reappoint Rajeev Nannapaneni For Abstain Rajeev Nannapaneni, 40, belongs to the promoter
2017 Ltd. (DIN: 00183872) as Vice family. His reappointment is in line with all statutory
Chairperson & Chief Executive requirements. He was paid Rs. 15. 6 mn in FY17 and
Officer for a period of two years his proposed remuneration is estimated at Rs. 20. 5
beginning 1 April 2017 and fix his mn. Rajeev Nannapaneni’s proposed remuneration
remuneration is in line with peers and commensurate with the size
and performance of the company.
28-Sep- Natco Pharma AGM Management Reappoint Dr. A. K. S. Bhujanga For Abstain Dr. A. K. S. Bhujanga Rao resigned on 6 August
2017 Ltd. Rao (DIN: 02742637) as Director 2017: therefore, the company needs to ratify his
and President (R & D and Tech.) reappointment and remuneration for the period. His
from 1 April 2017 until 6 August remuneration for the four-month period is Rs. 6. 1
2017 and fix his remuneration mn, which includes a Rs. 0. 8mn special incentive.
The remuneration is commensurate with the size
and scale of his responsibilities. In FY17, his
remuneration aggregated Rs. 12. 5mn.
28-Sep- Natco Pharma AGM Management Reappoint P. S. R. K. Prasad For Abstain P. S. R. K. Prasad, 59, has been on the company’s
2017 Ltd. (DIN: 07011140) as Director board since 2014. His reappointment is in line with
and Executive Vice President all statutory requirements. He was paid Rs. 12. 5
(Corporate Engineering Services) mn in FY17, which is 44x the median employee
for a period of one year from 1 April remuneration. The company proposes to pay him
2017 and fix his remuneration Rs. 18. 2 mn per annum, which is in line with peers
and commensurate with the size and performance
of the company.
28-Sep- Natco Pharma AGM Management Reappoint Dr. D. Linga Rao (DIN: For Abstain Dr. D. Linga Rao, 64, has been on the company’s
2017 Ltd. 07088404) as Director & President board since 2015. His reappointment is in line with
(Tech. Affairs) for a period of one all statutory requirements. He was paid Rs. 12. 5
year from 1 April 2017 and fix his mn in FY17, which is 44x the median employee
remuneration remuneration. The company proposes to pay him
Rs. 18. 2 mn per annum, which is in line with peers
and commensurate with the size and performance
of the company.
28-Sep- Natco Pharma AGM Management Ratify the remuneration of Rs. For Abstain The remuneration proposed to be paid to the cost
2017 Ltd. 150,000 payable to S. S. Zanwar & auditor in FY18 is reasonable compared to the size
Associates, cost auditors for FY18 and scale of operations.
28-Sep- Natco Pharma AGM Management Approve payment of one-time For Abstain On account of the company’s superior performance
2017 Ltd. incentive to Dr. A. K. S. Bhujanga in FY17, it proposes to pay the directors a one-time
Rao, P. S. R. K. Prasad, and Dr. incentive of Rs. 0. 68 mn. Consequently, each
D. Linga Rao not exceeding 65% of the directors will be paid FY17 remuneration
of the gross monthly remuneration aggregates Rs. 13. 2 mn, which is commensurate
for FY17 with the company’s FY17 improvement in profits.

174
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
28-Sep- Natco Pharma AGM Management Approve NATCO- Employee For Abstain Under the NATSOP-2017 scheme, the company
2017 Ltd. Stock Option Scheme - 2017 proposes to grant upto 600,000 options with an
(NATSOP-2017) and grant options exercise price of Rs. 2 (face value). The scheme
to employees will lead to a dilution of 0. 3% and, assuming all
the options are granted in the first year, the cost
of the proposed plan, will be around Rs. 73. 5 mn
(1. 5% of consolidated PAT) annually. Considering
the previous ESOP scheme (ESOS 2016), the
aggregate cost due to ESOPs will amount to ~Rs.
196. 5 mn per annum (4. 0% of FY17’s consolidated
profits), which is within acceptable levels. We do
not encourage issuing stock options at a significant
discount to market price as such options do not
provide sufficient incentive for employees: these
are considered deferred compensation.
29-Sep- Atul Auto Ltd. AGM Management Adoption of financial statements For Abstain We believe that a comprehensive review of the
2017 for the year ended 31 March 2017 financials of a company is a critical exercise which
often requires first-hand information and proper
due diligence. We do not comment on resolutions
for adoption of financial statements, given the
limited time between receipt of the annual report
and the shareholder meeting, but provide analysis
of critical ratios.
29-Sep- Atul Auto Ltd. AGM Management Declare final dividend of Rs. 1.50 For Abstain The company has proposed a final dividend of Rs.
2017 per equity share (face value Rs. 1. 50 per equity share of face value Rs. 5. 0 for
5.0) the year ended 31 March 2017. In addition, the
company has already paid out an interim dividend
of Rs. 2. 75 per share in FY17. The company paid
out a total dividend of Rs. 5. 25 per equity share
as dividends in FY16. The total dividend outflow
including dividend tax for FY17 is Rs. 112. 3 mn.
The dividend payout ratio is ~30%.
29-Sep- Atul Auto Ltd. AGM Management Reappoint Vijay Kedia as Non- For Abstain Vijay Kedia, 58, is MD, Kedia Securities Private
2017 Executive Non-Independent Limited which owns 1. 2% of the equity shareholding
Director of Atul Auto Limited on 31 March 2017. He has
attended 50% of board meetings held in FY17
and 50% (9 out of 18) board meetings held over
the past three years. We expect directors to
take their responsibilities seriously and attend all
board meetings, or at the very least, 75% of board
meetings held over a three-year period.
29-Sep- Atul Auto Ltd. AGM Management Appoint Kamlesh Rathod & For Abstain The company proposes to appoint Kamlesh Rathod
2017 Associates as statutory auditors for & Associates as statutory auditors for five years
five years and fix their remuneration – they will replace Maharishi & Co. As statutory
auditors. Their appointment as statutory auditors
is in line with our Voting Guidelines on Auditor (Re)
appointments and with the requirements of Section
139 of the Companies Act 2013.
07-Oct- Infosys Ltd. Postal Management Approve buyback of up to 113 mn For Abstain The buyback is at a 25% premium to current market
2017 Ballot equity shares at Rs. 1150.0 per price. The promoters will participate in the buyback:
share through a tender offer, for the promoter group has collectively expressed
an aggregate consideration of up interest to tender up to 17. 7 mn shares (which
to Rs.130.0 bn represents 6% of the entire promoter shareholding)
in the buyback. The buyback will help return surplus
funds to shareholders and will improve the return
on equity and earnings per share by reduction in
the equity base.
07-Oct- Infosys Ltd. Postal Management Appoint D Sundaram as an For Abstain D Sundaram (DIN: 00016304) is the Vice
2017 Ballot Independent Director for a period Chairperson and MD of TVS Capital Funds
of five years w.e.f 14 July 2017 Ltd. His appointment is in line with the statutory
requirements.
07-Oct- Infosys Ltd. Postal Management Appoint Nandan Nilekani as a For Abstain Nandan Nilekani (DIN: 00041245) is one of the
2017 Ballot Director and Chairperson of the founder promoters of Infosys and its former CEO.
board His appointment as Non-Executive Chairperson
will provide stability to the board, which was thrust
into a leadership crisis after a public tussle with
one of the promoters and the abrupt resignation
of the CEO. Nandan Nilekani enjoys the trust of all
stakeholders, including the promoter group. Given
his stature and gravitas, we believe he is ideally
suited to fit the pieces together and put the company
back on strong footing.

175
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
07-Oct- Infosys Ltd. Postal Management Appoint U. B. Pravin Rao as For Abstain U. B. Pravin Rao is the current COO of Infosys.
2017 Ballot Managing Director and interim Following the resignation of Vishal Sikka as MD
CEO for a period not exceeding five and CEO, the board nominated U. B. Pravin Rao
years w.e.f 18 August 2017 to take charge as the MD and interim- CEO. He
will not receive any additional compensation in his
new role and his remuneration will continue to be
governed by the terms approved by shareholders
in March 2017. The appointment will facilitate the
transition to the new leadership – U. B. Pravin Rao
will step down from the role (but continue as COO)
once the company appoints a new CEO.
23-Oct- Sundaram NCM Management To approve scheme of arrangement For Abstain Sundaram Finance Ltd. (SFL) is restructuring
2017 Finance Ltd. and amalgamation between its business to house all non-financial services
Sundaram Finance Ltd. (SFL) businesses within its 100% subsidiary, Sundaram
and Sundaram Insurance Broking Finance Holdings Ltd. (SFHL). Following this
Services Ltd. (SIBSL) and Infreight restructuring, SFHL will be issuing one share of
Logistics Solutions Ltd. (Infreight) Rs. 5 against every share held by investors in
and Sundaram BPO India Ltd. SFL. However, SFHL’s shareholding will not mirror
(Sundaram BPO) and Sundaram that of SFL’s – because SFL’s holding in SFHL will
Finance Holdings Ltd. (SFHL) not be cancelled. As a result, promoters – through
their direct holding in SFL, and SFL’s holding in
SFHL – will control 52. 9% of SFHL’s voting rights.
While we recognize that SFL must retain equity in
SFHL to meet certain covenants of joint venture
agreements signed previously, we believe the
proposed structure creates disproportionate voting
rights in favour of the promoters, which is prejudicial
to the interests of minority shareholders.
06-Nov- Sundaram Postal Management Alter Articles of Association For Abstain The charter documents are being modified to
2017 Finance Ltd. Ballot to support recent changes in support recent regulatory changes, which is
regulations necessary. We believe the company could have
been more shareholder-friendly and provided
access to the proposed AoA on its website.
15-Nov- Tata Motors Ltd. NCM Management Approve amalgamation of TML For Abstain The merger is being undertaken to streamline
2017 Drivelines Ltd. (TMLDL), a 100% costs, and strengthen supply chain and back-end
subsidiary with Tata Motors operations, and simplify the holding structure to
some extent. Shares held by Tata Motors Limited
in TMLDL will be cancelled following the merger,
there are no material impact of this transaction on
Tata Motors’ shareholders.
29-Nov- Natco Pharma EGM Management Issue of securities upto an amount For Abstain At current market price of Rs. 905. 5 per share, the
2017 Ltd. of Rs. 15.0 bn expected equity dilution is ~8. 7% on the post– issue
share capital of the company. All shareholders are
expected to be be diluted equally. The proceeds of
the issue shall be utilized for capital expenditure and
working capital requirements, repayment of debt,
exploring acquisition opportunities and general
corporate purposes. We believe the company
should have provided more granular information in
the notice on its plans.
08-Dec- Axis Bank Ltd. EGM Management Preferential allotment of 87.5 mn For Abstain This will amount to a total of Rs 68. 5 bn assuming
2017 equity shares at Rs 525 per share all warrants are converted. Aggregate funds raised
and 40.0 mn convertible warrants (after issuances under all three resolutions) will
at Rs 565 per warrant to investors be Rs 116. 2 bn and overall dilution post issue of
affiliated with Bain Capital equity shares will be 6. 7% and post conversion of
warrants will be 8. 3%. The bank proposes to raise
capital to support growth.
08-Dec- Axis Bank Ltd. EGM Management Preferential allotment of 54.97 mn For Abstain This will amount to a total of Rs 31. 9 bn assuming
2017 equity shares at Rs 525 per share all warrants are converted. Aggregate funds raised
and 5.4 mn convertible warrants (after issuances under all three resolutions) will
at Rs 565 per warrant to investors be Rs 116. 2 bn and overall dilution post issue of
advised by Capital Research and equity shares will be 6. 7% and post conversion of
Management Company warrants will be 8. 3%. The bank proposes to raise
capital to support growth.
08-Dec- Axis Bank Ltd. EGM Management Preferential allotment of 30.2 mn For Abstain This will amount to a total of Rs 15. 8 bn. Aggregate
2017 equity shares to promoter, Life funds raised (after issuances under all three
Insurance Corporation of India, at resolutions) will be Rs 116. 2 bn and overall
Rs 525 per share dilution post issue of equity shares will be 6. 7%
and post conversion of warrants will be 8. 3%.
The preferential allotment to LIC will enable the
promoter to maintain its shareholding at 13. 8%,
after the proposed capital raise in resolutions #1
and #2 above.

176
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
08-Dec- Hindustan Postal Management Appoint Srinivas Phatak as Whole- For Abstain Srinivas Phatak will be designated Executive
2017 Unilever Ltd. Ballot time Director for five years with Director, Finance & IT and Chief Financial Officer
effect from 1 December 2017 for with effect from 1 December 2017. There is limited
five years and fix his remuneration clarity with respect to his remuneration. We expect
his remuneration to range closer to his predecessor
in the same role – which aggregated Rs 74 mn
in FY17. This remuneration level is comparable
to peers and commensurate with the size and
complexity of his responsibilities. We expect
the company to remain judicious in its director
remuneration. HUL must consider providing greater
clarity on the proposed remuneration structures
going forward.
13-Dec- PNB Housing Postal Management Approve ex-gratia payment For Abstain Destimoney Enterprises Limited, Mauritius (DEL
2017 Finance Ltd Ballot aggregating Rs.62 mn by DEL- Mauritius) earlier held a 49% stake in PNB Housing
Mauritius to reward certain senior via its Indian subsidiary, Destimoney Enterprises
management personnel of PNB Limited, India (DEL- India), which it sold to Quality
Housing Finance Investment Holdings, Mauritius. It proposes to
distribute a portion of its gains from the transaction
to certain senior management personnel of PNB
Housing. The proposition aligns employee goals
with the interests of non-promoter shareholders.
Further, the company will not bear the burden of
such rewards. We raise concerns over the lack
of disclosure on the number of employees being
covered under the scheme, the basis of their
selection and the method used to arrive at the
amount of payment.
13-Dec- PNB Housing Postal Management Pay upto 0.25% of net profit For Abstain The company proposes to pay up to 0. 25% of
2017 Finance Ltd Ballot as commission to Independent net profit as commission to Independent Directors
Directors for five years from FY18 annually for a period of five years. PNB Housing
has not paid any commission to the Independent
Directors in past. The proposed commission is
reasonable compared to the size and complexity of
the firm. We expect companies to cap the absolute
amount of commission payable to its Independent
Directors.
15-Dec- CESC Ltd. NCM Management To approve restructuring of CESC For Abstain CESC proposes to unlock value by creating four
2017 Limited’s main businesses (held separate companies to house the power generation,
directly and through subsidiaries) power distribution, retail, and information
by housing them into four technologies businesses. The shareholding of
separate companies with mirror these companies will mirror that of CESC –10
shareholding, which will be shares held in CESC will receive 5 shares of
subsequently listed the power generation business, 6 shares of the
retail business, and 2 shares of the information
technology business. Power distribution business
will be housed under CESC. The businesses will be
listed subsequently. The restructuring will facilitate
enhanced focus on each business segment, and
provide flexibility in accessing capital, which is in
the long-term interest of the businesses.
18-Dec- Akzo Nobel Postal Management Sale and transfer of the specialty For Abstain This transaction follows Akzo Nobel’s global strategy
2017 India Ltd. Ballot chemicals business undertaking to separate its specialty chemicals business from its
of the company to its global entity, paints and coatings business to create two focused
Akzo Nobel N.V., or an affiliate, via and separate businesses. It will be difficult to run the
a slump sale, for Rs.3.2 bn Specialty Chemicals India business independently
without the parent’s support. The company had
paid relatively higher valuation while acquiring the
business from its parents and is now expected to
sell it at a relatively lower price when selling back
to parent. However, the company has clarified
that the specialty chemicals business acquired
in 2012 was primarily involved in manufacturing,
whereas currently, almost 70% of the revenues of
the specialty chemicals segment arises from trading
operations and the remaining from manufacturing.
Consequently, the business proposed to be
transferred now is substantially different from the
one existing in 2011, making them non-comparable
in the strictest sense. The sale is in line with the
global strategy and will align the specialty chemicals
and paints business along separate verticals.

177
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
21-Dec- TVS Motor Co. Postal Management Adoption of new Articles of For Abstain The company proposes to adopt a new set of
2017 Ltd. Ballot Association (AoA) that conform Articles of Association (AoA) by deleting/ amending
with the Companies Act, 2013 the references to various sections and schedules
and substitute them with the provisions of the
Companies Act, 2013. The company has uploaded
the draft AoA on its website. However certain
clauses of the AoA are prejudicial to minority
shareholders and the company must consider
revising its AoA to modify or delete these clauses.
21-Dec- TVS Motor Co. Postal Management Reappoint Sudarshan Venu as For Abstain The proposed remuneration structure is broadly
2017 Ltd. Ballot Joint Managing Director for five similar to his current structure. His estimated FY18
years with effect from 1 February remuneration of Rs. 141. 9 mn is in line with peers
2018 and fix his remuneration and commensurate with the size and complexity
of the business. The commission structure is
open-ended and at the discretion of the board – we
expect companies to cap the absolute commission
payable to directors. In FY17, Sudarshan Venu was
paid Rs. 102. 5 mn as aggregate remuneration
from TVS Motor and Rs. 2. 9 mn from Sundaram-
Clayton Limited, where he also holds an executive
position. We do not encourage directors to hold
executive position in more than one company, and
expect Sudarshan Venu to vacate one of his two
executive positions.
21-Dec- TVS Motor Co. Postal Management Appoint Rajesh Narsimhan as For Abstain Rajesh Narsimhan, 51, will be paid SGD 1. 2 mn
2017 Ltd. Ballot Chief Executive Officer of TVS (Rs. 57. 8 mn) per annum in addition to a joining
Motor Singapore Pte Limited, or performance bonus to be decided by the board
wholly owned subsidiary of TVS of directors of the subsidiary. The company should
Motor Company Limited in a place have disclosed the details of the additional joining/
of profit performance bonus proposed to be paid to him.
Notwithstanding, he is a professional with expertise
in technology oriented roles and his proposed
remuneration is in line with peers.
06-Jan- Alkem Postal Management Re-designate Sandeep Singh For Abstain Sandeep Singh, 35, is company’s promoter with
2018 Laboratories Ltd Ballot (DIN 01277984) as Managing over 10 years of experience in the pharmaceuticals
Director for a period of five years industry. His reappointment is in line with all
beginning 17 October 2017 and fix statutory requirements. He was paid Rs. 33. 2 mn
his remuneration in FY17 as Joint Managing Director. His estimated
FY18 remuneration of Rs. 51. 2 mn is in line
with peers and commensurate with the size and
complexity of the business. There are currently six
promoter-family members on the board, with four
others holding office of profit positions. This practice
of appointing a large number of family members
in executive positions on the board deters from
attracting the right talent to the company.
06-Jan- Alkem Postal Management Reappoint Dhananjay Kumar For Abstain Dhananjay Kumar Singh, 55, is company’s
2018 Laboratories Ltd Ballot Singh (DIN 00739153) as Joint promoter with over 30 years of experience in the
Managing Director for a period pharmaceuticals industry. His reappointment is
of five years beginning 1 January in line with all statutory requirements. He was
2018 and approve revision in paid Rs. 34. 9 mn in FY17. His estimated FY18
remuneration remuneration of Rs. 53. 9 mn is in line with peers
and commensurate with the size and complexity
of the business. There are currently six promoter-
family members on the board, with four others
holding office of profit positions. This practice of
appointing a large number of family members
in executive positions on the board deters from
attracting the right talent to the company.
06-Jan- Alkem Postal Management Reappoint Balmiki Prasad Singh For Abstain Balmiki Prasad Singh, 63, is company’s
2018 Laboratories Ltd Ballot (DIN 00739856) as Director for a promoter with over 30 years of experience in
period of five years beginning 1 the pharmaceuticals industry. His reappointment
January 2018 and approve revision is in line with all statutory requirements. He was
in remuneration paid Rs. 27. 2 mn in FY17. His estimated FY18
remuneration of Rs. 41. 2 mn is in line with peers
and commensurate with the size and complexity
of the business. There are currently six promoter-
family members on the board, with four others
holding office of profit positions. This practice of
appointing a large number of family members
in executive positions on the board deters from
attracting the right talent to the company.

178
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
06-Jan- Alkem Postal Management Reappoint Mritunjay Kumar Singh For Abstain Mritunjay Kumar Singh, 54, is company’s
2018 Laboratories Ltd Ballot (DIN 00881412) as Director for a promoter with over 24 years of experience in
period of five years beginning 1 the pharmaceuticals industry. His reappointment
January 2018 and approve revision is in line with all statutory requirements. He was
in remuneration paid Rs. 33. 2 mn in FY17. His estimated FY18
remuneration of Rs. 49. 6 mn is in line with peers
and commensurate with the size and complexity
of the business. There are currently six promoter-
family members on the board, with four others
holding office of profit positions. This practice of
appointing a large number of family members
in executive positions on the board deters from
attracting the right talent to the company.
06-Jan- Alkem Postal Management Revise remuneration of Satish For Abstain Satish Kumar Singh, 61, is part of the promoter
2018 Laboratories Ltd Ballot Kumar Singh as Head - Operations, family and father of the MD, Sandeep Singh. He has
in a place of profit, with effect from over 33 years of experience in the pharmaceuticals
1 January 2018 industry. He was appointed as Head – Operations
in an office of profit position with effect from 1
April 2015, at a remuneration of Rs. 25. 2 mn per
annum. The company now proposes to increase
his remuneration to Rs. 37. 2 mn excluding
allowances, and an annual increment capped at
20% from the previous year’s pay. The proposed
pay is commensurate with his experience and
performance of the company.
06-Jan- Alkem Postal Management Revise remuneration of Sarvesh For Abstain Sarvesh Singh, 36, is part of the promoter family
2018 Laboratories Ltd Ballot Singh as Vice President – and brother of the MD, Sandeep Singh. In 2015
Marketing and Sales, in a place of his remuneration was revised to Rs. 18 mn per
profit, with effect from 1 January annum excluding perquisites and allowances.
2018 The company now proposes to increase his
remuneration to Rs. 22. 9 mn excluding allowances,
and an annual increment capped at 20% from the
previous year’s pay. The proposed remuneration is
high compared to other executives in the company.
06-Jan- Alkem Postal Management Revise remuneration of Sarandhar For Abstain Sarandhar Singh, 31, is part of the promoter family
2018 Laboratories Ltd Ballot Singh as Vice President – and son of director, Balmiki Prasad Singh. In 2015
Marketing and Sales, in a place of his remuneration was revised to Rs. 18 mn per
profit, with effect from 1 January annum excluding perquisites and allowances.
2018 The company now proposes to increase his
remuneration to Rs. 22. 9 mn excluding allowances,
and an annual increment capped at 20% from the
previous year’s pay. The proposed remuneration is
high compared to other executives in the company.
06-Jan- Alkem Postal Management Revise remuneration of Srinivas For Abstain Srinivas Singh, 29, is part of the promoter family
2018 Laboratories Ltd Ballot Singh as Vice President – and son of director, Balmiki Prasad Singh. In 2015
Marketing and Sales, in a place of his remuneration was revised to Rs. 18 mn per
profit, with effect from 1 January annum excluding perquisites and allowances.
2018 The company now proposes to increase his
remuneration to Rs. 22. 9 mn excluding allowances,
and an annual increment capped at 20% from the
previous year’s pay. The proposed remuneration is
high compared to other executives in the company.
10-Jan- Tata Chemicals Postal Management Slump sale of the phosphatic For Abstain Tata Chemicals Limited proposes to divest its
2018 Ltd. Ballot fertiliser business and trading phosphatic fertiliser business and trading business
business at Haldia to IRC at Haldia, West Bengal to IRC Agrochemicals
Agrochemicals Private Limited for Private Limited (IRC) for Rs. 3. 75 bn. IRC is a
Rs.3.75 bn wholly owned subsidiary of Indorama Holdings B.
V. , Netherlands which provides integrated polyester
chains and wool yarns. The divestment is in line
with the strategic decision of the company to focus
on its chemicals and consumer divisions rather
than on fertilizer business, a segment weighed by
government regulation. The company had sold its
Babrala plant earlier during the year and is now
disposing off its balance fertilizer capacity. The
valuation is broadly in line with the peers. However,
the company has not shared the valuation report.
15-Jan- HT Media Ltd. Postal Management Amend Objects Clause of the For Abstain The proposed inclusions in the objects clause
2018 Ballot Memorandum of Association (MoA) allow the company to expand the scope of its
operations and enter the paper, advisory services
and education services businesses.

179
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
18-Jan- Ultratech Postal Management Increase Foreign Portfolio Investor For Abstain This resolution will enable FPIs to further invest in
2018 Cement Ltd. Ballot (FPI) investment limit from 30% to the company.
40% of the paid-up equity share
capital
19-Jan- HDFC Bank Ltd. EGM Management Issue of equity shares and/or equity For Abstain At the assumed floor price of Rs 1841. 58 (as
2018 shares through depository receipts disclosed by the Bank), HDFC Bank will issue 130.
and/or convertible securities upto 3 mn shares and raise Rs 240. 0 bn. This will dilute
Rs 240.0 bn existing shareholders by 4. 8%. The funds infused
are needed by the bank to further future growth
plans while maintaining its capital adequacy levels
in line with RBI requirements.
19-Jan- HDFC Bank Ltd. EGM Management Related party transaction of For Abstain As a matter of abundant precaution, the company
2018 issuance of equity on preferential seeks shareholders’ approval for related party
basis to promoters HDFC Ltd. upto transaction of issuance of equity on preferential
Rs 85.0 bn (within above limit of basis to promoters, HDFC Ltd. As proposed in
Rs 240.0 bn) Resolution # 3.
19-Jan- HDFC Bank Ltd. EGM Management Preferential allotment of equity For Abstain The issue of shares and future ESOPs (of the
2018 shares to HDFC Ltd., HDFC Bank’s Bank) will dilute the promoter HDFC Ltd. ’s stake.
promoter; upto Rs 85.0 bn (within To maintain promoter stake the Bank proposes to
above limit of Rs 240.0 bn) make a preferential allotment to the promoters of
upto Rs 85. 0 bn, within the overall limit of Rs 240.
0 bn. HDFC Ltd. ’s holding will go up marginally and
also factors in ESOPs in future.
23-Jan- Eclerx Services EGM Management To buyback upto Rs. 2.6 bn, at a For Abstain At the buyback price of upto Rs. 2,000 per share,
2018 Ltd. price upto Rs. 2,000 per equity the company will buyback around 1. 29 mn equity
share through a tender offer shares resulting in a 3. 24% reduction in the equity
share capital. The promoters will participate in
the buyback upto the extent of their shareholding.
The buyback will enable the company to distribute
surplus cash to its shareholders, and may improve
return ratios.
14-Feb- Housing Postal Management To approve increase in the For Abstain HDFC Ld. Proposes to increase its authorized
2018 Development Ballot authorised share capital to Rs. capital to Rs 3. 7 bn (1. 85 bn shares of face value
Finance Corpn. 3.7bn and consequent amendment Rs 2 each) from Rs 3. 5 bn (1. 75 bn shares of face
Ltd. to the Memorandum of Association value Rs 2 each) and amend its MoA, to enable
the preferential issue and QIP to QIBs proposed in
resolution #2 and #3 below.
14-Feb- Housing Postal Management To approve issue of 64.3 mn equity For Abstain The proceeds of the issue will be used to fund
2018 Development Ballot shares on a preferential basis at HDFC’s Rs 85. 0 bn investment in HDFC Bank
Finance Corpn. Rs. 1726.05 per share to raise (to maintain its holding in the bank) and for new
Ltd. Rs. 111.0 bn business ventures. The proposed preferential issue
will lead to a dilution of 3. 9% on the expanded
capital base, which is marginal.
14-Feb- Housing Postal Management To approve issue of equity shares For Abstain Assuming the QIP is at the same price as that of the
2018 Development Ballot by way of a Qualified Institutions preferential issue in Resolution #2 above, HDFC will
Finance Corpn. Placement to Qualified Institutional issue 11. 0 mn shares at Rs 1726. 05 to raise Rs
Ltd. Buyers to raise upto Rs. 18.96 bn 18. 96 bn. The overall dilution on account of both
issues will be 4. 5% of the expanded capital base,
which is marginal.
14-Feb- Housing Postal Management To a p p r o v e r e l a t e d p a r t y For Abstain At its EGM on 19 January 2018, HDFC Bank had
2018 Development Ballot transaction with HDFC Bank Ltd. proposed an issue of securities upto Rs 240 bn
Finance Corpn. regarding subscription to equity (including an issue of upto Rs 85 bn to its promoter
Ltd. shares of HDFC Bank Ltd. on a HDFC Ltd.). This issue of shares and future ESOPs
preferential basis upto an amount (of the Bank) would dilute the promoter HDFC Ltd.
of Rs 85.0 bn ’s stake. HDFC Ltd. Seeks shareholder approval
for subscription to equity shares of HDFC Bank
Ltd. On a preferential basis upto an amount of Rs
85. 0 bn to ensure its holding in the bank is not
diluted any further.
19-Feb- Motilal Oswal Postal Management To transfer the lending business For Abstain Following the amalgamation of Motilal Oswal
2018 Financial Ballot to wholly owned subsidiary for a Securities Limited (MOSL), a wholly owned
Services Ltd. consideration of Rs. 500 million subsidiary, with itself, the company will need to
divest its lending business to meet regulatory
requirements. The company proposes to transfer
its lending business with a loan book size of Rs.
57. 5 bn, through a slump sale, to its wholly owned
subsidiary for a consideration of Rs. 500 million. We
support the proposal as it is being undertaken to
meet regulatory requirements, and the restructuring
does not have any impact on the economic interest
of shareholders.

180
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
20-Feb- Motilal Oswal NCM Management Approve amalgamation of Motilal For Abstain The capital structure and shareholding pattern of
2018 Financial Oswal Securities Limited (MOSL), MOSL Limited post the merger will remain the same
Services Ltd. a wholly owned subsidiary, with since the entire share capital held by it in MOSL
Motilal Oswal Financial Services will be cancelled. There will be no payment of
Limited (MOFSL) consideration/ issue of shares by MOFSL and hence
no dilution for public shareholders. The merger will
enable the company to simplify its holding structure
and improve its operational efficiency, administrative
convenience and economic management.
20-Feb- Infosys Ltd. Postal Management Appointment of Salil S Parekh For Abstain Salil Parekh’s maximum proposed remuneration is
2018 Ballot (DIN: 01876159) as CEO and MD estimated at Rs 246. 5 mn in FY19 and FY20 and Rs
for five years till 1 January 2023 303. 3 mn in FY21, of which about 70% is variable
and to fix his remuneration and linked to accomplishment of business targets.
Further the variable pay has an equal component
of cash pay and equity-linked pay (restricted stock
units), which align his remuneration with the interest
of shareholders. The proposed remuneration is in
line with that paid to Indian and global peers in the
IT industry.
20-Feb- Infosys Ltd. Postal Management Redesignation of U B Pravin Rao For Abstain Following the resignation of Vishal Sikka as MD and
2018 Ballot (DIN: 06782450) as COO and CEO, the board had nominated U. B. Pravin Rao to
wholetime director take charge as the MD and interim-CEO. With the
appointment of Salil Parekh as the new MD & CEO
of Infosys – U. B. Pravin Rao will step down from
this role and will be re-designated as the COO of
Infosys. There will be no change in his remuneration
or his employment terms.
27-Feb- Torrent Postal Management To approve increase in authorized For Abstain The present authorized share capital is Rs. 1. 25 bn
2018 Pharmaceuticals Ballot share capital to Rs.1.5 bn and and the paid-up capital is Rs. 0. 8 bn. To support its
Ltd. consequent alteration of the capital acquisition-led growth strategy, the company may
clause in the Memorandum of need to issue additional capital.
Association (MoA)
27-Feb- Torrent Postal Management Increase borrowing limits from For Abstain Torrent Pharmaceuticals’ gross debt as on 31
2018 Pharmaceuticals Ballot Rs.100 bn to Rs.150 bn December 2017 aggregated Rs. 58 bn, which
Ltd. represents a debt/equity ratio of ~1. 3x. The
company’s loans are rated ICRA AA/Watch
Developing. The company has recently bought
out the branded domestic business of Unichem
Laboratories, acquired the US firm Bio-Pharm Inc,
and is currently in the process of bidding for other
pharma assets. Along with the proposed equity
issue, the increased borrowing limit will help raise
capital to support its inorganic growth strategy and
provide for capex and working capital requirements.
Nevertheless, we expect the company to provide
more granular information in the notice on the use
of funds raised through additional borrowings.
27-Feb- Torrent Postal Management Provide charge on assets For Abstain Secured loans generally have easier repayment
2018 Pharmaceuticals Ballot terms, less restrictive covenants, and lower interest
Ltd. rates.
27-Feb- Torrent Postal Management Approve issuance of redeemable For Abstain The issuance will be within the overall borrowing
2018 Pharmaceuticals Ballot Non-Convertible Debentures / limit.
Ltd. bonds of up to Rs.125 bn
27-Feb- Torrent Postal Management Issue securities or convertible debt For Abstain To raise Rs. 50 bn at current market price of Rs.
2018 Pharmaceuticals Ballot up to Rs.50 bn 1362. 9 per share, ~ 36. 7 mn new shares will be
Ltd. issued. This will result in equity dilution of 17. 8%
of the post–issue share capital of the company.
Although the expected dilution is high, the company
may need to issue equity shares to support its
acquisition-led growth strategy. Nevertheless, we
believe the company must provide more granular
information on the use of funds raised from the
proposed equity or convertible debt issuance.
01-Mar- Canara Bank EGM Management To issue up to 135.95 mn equity For Abstain The issue price of Rs 357. 84 is at a 9. 0% premium
2018 shares at an issue price of Rs. to the current market price (Rs. 328. 25 closing
357.84 per share, aggregating up price on 11 February 2018). Although existing
to Rs. 48.65 bn to the Government shareholders will get diluted by 18. 5%, we believe
of India (GoI) on preferential basis GoI’s equity infusion is necessary to support growth
and the bank’s capital adequacy levels. Canara
Bank’s (CanBank) CRAR as on 31 December 2017
was 12. 49%.

181
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
01-Mar- Canara Bank EGM Management Issue of equity shares upto an For Abstain At current market prices, the bank would issue ~
2018 amount of Rs 10.0 bn by way of 137. 09 mn equity shares to raise the entire amount
QIP / public issue / rights issue of Rs 45. 0 bn, which will lead to a dilution of 15.
/ private placement or any other 8%. The amount being raised is high in the context
mode (in addition to the amount of of the bank’s free float market capitalization that
Rs 35.0 bn approved in AGM on currently ranges between Rs. 62 bn – Rs. 66 bn.
20 July 2017 Although we believe it is unlikely that the bank will
be able to place the entire issuance, we support
the transaction because the equity infusion will help
support the bank’s capital adequacy requirements
and expansion plans.
07-Mar- Indian Oil Corpn. Postal Management Increase in the authorized share For Abstain The present authorized share capital of the
2018 Ltd. Ballot capital and consequent alteration company is Rs. 60 bn divided into 6 bn equity shares
to Articles and Memorandum of of Rs. 10 each. The company proposes to increase
Association this to Rs. 150 bn divided into 15 bn equity shares of
Rs. 10 each. This increase is essential for the issue
of bonus shares. The increase in authorized capital
will require amendment to the existing Clause 5 (A)
of the Memorandum of Association and Article 6 of
the Articles of Association.
07-Mar- Indian Oil Corpn. Postal Management Issue one equity share as bonus For Abstain Post the bonus issue the equity share capital of the
2018 Ltd. Ballot for one equity share of Rs.10 each company will increase to Rs. 97. 1 bn comprising
held in the company 9. 7 bn equity shares of Rs. 10 each. The issue will
result in Rs. 48. 6 bn capitalized from the reserves
of the company.
13-Mar- Bank Of Baroda EGM Management To issue up to 341.4 mn equity For Abstain The issue price of Rs 157. 46 per share is at a 11.
2018 shares at an issue price of Rs. 9% premium to the current market price (Rs. 145.
157.46 per share, aggregating up 6 closing price on 21 February 2018). Existing
to Rs. 53.75 bn to the Government shareholders will get diluted by 12. 9%. We believe
of India (GoI) on preferential basis GoI’s equity infusion is necessary to support growth
and the bank’s capital adequacy levels. Bank of
Baroda’s CRAR as on 31 December 2017 was
11. 55%.
15-Mar- State Bank Of EGM Management To issue up to 292.5 mn equity For Abstain The issue price of Rs 300. 82 per share is at a 10.
2018 India shares at an issue price of Rs. 2% premium to the current market price (Rs. 273.
300.82 per share, aggregating up 1 closing price on 21 February 2018). Existing
to Rs. 88.0 bn to the Government shareholders will get diluted by 3. 3%. We believe
of India (GoI) on preferential basis GoI’s equity infusion is necessary to support growth
and the bank’s capital adequacy levels. State
Bank of India’s CRAR as on 31 December 2017
was 12. 68%.
15-Mar- Sundaram Postal Management I s s u e o f N o n - C o n v e r t i b l e For Abstain The proposed NCDs will be issued within the overall
2018 Finance Ltd. Ballot Debentures upto Rs. 100 bn on borrowing limits. SFL’s NCDs are rated CRISIL AAA/
private placement basis Stable, which denotes highest degree of safety
regarding timely servicing of financial obligations.
17-Mar- Info Edge (India) Postal Management To divest equity shares of Zomato For Abstain Info Edge currently holds 44. 74% shares in Zomato
2018 Ltd. Ballot Media Private Limited (Zomato) through Naukri. Of this, it proposes to sell 32,629
held by Naukri Internet Services equity shares (6. 66%) to Alipay, an entity owned by
Limited (Naukri, wholly owned Alibaba Group, for a consideration of atleast USD
subsidiary) to Alipay Singapore 50 mn (Rs. 3. 2 bn). Zomato will also subsequently
Holding Pte Limited (Alipay) for raise ~USD 150 mn (~Rs. 9. 8 bn) from the Alibaba
atleast USD 50 mn group through a preferential issue. Post the two
transactions, Info Edge's holding in Zomato will
reduce to 30. 91% from 44. 74%. Alibaba will have
~26% stake in Zomato post the two transactions.
This values Zomato at ~Rs. 50 bn and pegs the
P/S multiple at 15x. Info Edge has invested an
aggregate of Rs. 4. 8 bn in Zomato till date and will
get atleast Rs. 3. 2 bn for its 6. 66% stake in Zomato.
The transaction will allow Zomato to raise capital,
facilitate the partnership with Alibaba and help Info
Edge unlock value while retaining the company’s
affiliation with Zomato.
20-Mar- FAG Bearings NCM Management To a p p r o v e s c h e m e o f For Abstain The proposed merger will consolidate Schaeffler
2018 India Ltd. amalgamation between INA Group’s entire India operations into a single entity
Bearings India Pvt. Ltd. and LuK and equity shares will be issued to shareholders
India Pvt. Ltd. with Schaeffler India of INA Bearings and LuK India (wholly owned
subsidiaries of Schaeffler AG), which will cease

182
11th Annual Report 2017 - 2018

Investee
Type of Proposal by
company’s Vote (For/
Meeting Meetings Management Reason supporting
Company Name Proposal's Description Management Against/
Date (AGM/ or the vote decision
Recommen- Abstain)
EGM) Shareholder
dation
to exist after the proposed amalgamation. INA
Bearings and LuK India are exposed to the
higher growth segments of automobile and
industrial products, which will provide higher growth
opportunities to the shareholders of Schaeffler
India. The merger is capable of creating a diversified
portfolio of offerings in the merger entity, which
is capable of delivering both revenue and costs
synergies, as envisaged by the management. The
valuations assigned to INA Bearings and LuK India
is comparable to industry peers and recent deal
in the sector.
20-Mar- GAIL (India) Ltd. Postal Management Issue one equity share as bonus for For Abstain The reserves and surplus of the company are ~21
2018 Ballot three equity shares of Rs.10 each times of its paid-up share capital. In line with the
held in the company DIPAM guidelines, the company is encouraged to
issue bonus shares
The bonus issue will be by capitalization of Rs.
5. 6 bn from the reserves of the company. Post
issuance, the equity share capital of the company
will increase to Rs. 22. 6 bn comprising 2. 26 bn
equity shares of Rs. 10 each. Bonus shares shall
increase the liquidity of the equity shares through
higher floating stock.
26-Mar- SRF Ltd. Postal Management Approve SRF Long Term Share For Abstain SRF proposes to issue stock options and share
2018 Ballot based Incentives Plan (SRF LTIP) purchase rights under in SRF LTIP scheme – the
through primary issue of shares size of which will not exceed 300,000 shares, which
is 0. 52% of the total paid-up capital. The company
may issue these options or share purchase rights
at face value. Although the size of the scheme is
relatively small, we do not support the issuance
of equity (either through stock options or share
purchase rights) at par value or a high discount to
market price.
26-Mar- SRF Ltd. Postal Management Approve SRF Long Term Share For Abstain SRF proposes to issue stock options and share
2018 Ballot based Incentives Plan (SRF LTIP) purchase rights under in SRF LTIP scheme – the
and its implementation through size of which will not exceed 300,000 shares, which
trust route is 0. 52% of the total paid-up capital. The company
may issue these options or share purchase rights
at face value. Although the size of the scheme is
relatively small, we do not support the issuance
of equity (either through stock options or share
purchase rights) at par value or a high discount to
market price.
26-Mar- SRF Ltd. Postal Management Approve extension of SRF LTIP to For Abstain SRF Limited proposes to extend the SRF LTIP
2018 Ballot employees of subsidiaries to employees of its subsidiaries. Our view on this
resolution is linked to our opinion on resolutions
#1 and #2.
26-Mar- SRF Ltd. Postal Management Approve extension of SRF LTIP to For Abstain SRF Limited proposes to extend the SRF LTIP to
2018 Ballot employees of the holding company employees of its holding company. Our view on this
resolution is linked to our opinion on resolutions
#1 and #2.
26-Mar- SRF Ltd. Postal Management Approve and implement SRF LTIP For Abstain In the event that SRF Limited chooses to implement
2018 Ballot through secondary acquisition of SRF LTIP through the trust route, it seeks to
equity shares approve secondary acquisition of equity shares by
the trust. Our view on this resolution is linked to our
opinion on resolutions #1 and #2.
26-Mar- SRF Ltd. Postal Management Authorize trust to implement SRF For Abstain In the event that SRF Limited chooses to implement
2018 Ballot LTIP through secondary acquisition SRF LTIP through the trust route, it seeks to
of equity shares approve secondary acquisition of equity shares by
the trust. Our view on this resolution is linked to our
opinion on resolutions #1 and #2.
26-Mar- SRF Ltd. Postal Management Approve provisioning of funds to For Abstain The company seeks approval to give loan to the
2018 Ballot trust for secondary acquisition of trust of upto 5% of the paid up capital and free
equity shares reserves of the previous financial years to enable
acquisition of shares from the secondary market.
Our view on this resolution is linked to our opinion
on resolutions #1 and #2.

183
Registered Office: Unit No.606, Windsor Building, Off. C.S.T Road,
Kalina, Santacruz (East), Mumbai - 400 098.

Mutual Fund Investments are subject to market risks,

read all scheme related documents carefully.